Correction to FY23 Annual Report
Vulcan Steel Limited (Vulcan)
ASX/NZX/Media Release
31 August 2023
Correction to Vulcan’s FY23 Annual Report
On Tuesday, 29 August 2023, Vulcan (ASX: VSL, NZX: VSL) released its annual report for the
financial year ended 30 June 2023 (Annual Report).
There was a print omission in the “Adjusted EBITDA NZ$ (excluding significant items)” section
of the “Performance highlights” on page 6 of the Annual Report. The
year-on-year percentage change has been corrected to “-10%” (rather than “10%”).
This error has now been corrected and an updated version of the Annual Report has been
released to ASX and NZX, and uploaded to Vulcan’s Investor Website -
https://investors.vulcan.co/investor-centre/?page=results-centre
An extract from the corrected Annual Report is below:
Vulcan’s FY23 annual result presentation, which was also released on 29 August, contains
the correct year-on-year percentage change (so no changes are required to that
document).
ENDS
Kar Yue Yeo
Investor and media contact
Email: karyue.yeo@vulcan.co
Phone: +64 9 273 7214
This announcement was authorised by Vulcan’s Board of Directors.
About Vulcan
Founded in 1995, Vulcan is an Australasian-wide industrial product distributor and value-
added processor with 72 logistics and processing facilities employing approximately 1,360
staff across the company’s Steel and Metals divisions.
---
ANNUAL REPORT 2023
As we collaborate with our new colleagues in aluminium, we are
forging new pathways for growth. Our principles dedicated to
improvement and ambition guide us at every step.
Economic ups and downs will not sway our motivation or determine
our direction. We see challenges as opportunities to strengthen our
resilience.
Years from now, we at Vulcan aim to reflect on this time, recognising
it as another waypoint in our company’s journey to create continued
value for all stakeholders.
WE INVITE YOU TO JOIN US ON THIS JOURNEY
Forging ahead
VULCAN ANNUAL REPORT 2023VULCAN.CO
Inside...
03
02
01
FINANCIALS
Financial statements 74
Auditors report 100
Glossary
102
Directory 103
ENVIRONMENT
& SUSTAINABILITY
Caring for our people 20
Our community 34
Our environmental footprint 38
Supplier engagement 42
Our governance philosophy 46
Our Board of Directors 48
Our Leadership Team 52
Risk management 56
Shareholder information 57
Remuneration 62
THE BUSINESS YEAR
Performance highlights 6
Report from the Chair 8
Report from the Managing Director and Chief Executive Officer 10
Welcome to Vulcan’s 2023 Annual Report covering the
financial year ended 30 June 2023.
This report covers our performance in the financial year ended
30 June 2023, an update on our growth initiatives, acquisition of
Ullrich Aluminium Co Limited and non-financial matters including
environment, social and governance (ESG) topics relating to Vulcan.
This report should be read in conjunction with all materials released
by Vulcan relating to the company’s 2023 financial year result.
A digital version of this report is available at
https://investors.vulcan.co/Investor-Centre/
The report has been approved and released by the Board on
29 August 2023 and is signed on behalf of Vulcan Steel Limited by
Russell Chenu - Board Chair, and Rhys Jones - Managing Director
and Chief Executive Officer.
VULCAN ANNUAL REPORT 2023 VULCAN.CO
233
Laying the
foundations
for the next
chapter
01
THE BUSINESS YEAR
VULCAN ANNUAL REPORT 2023 VULCAN.CO
45
Performance highlights
CUSTOMERS TRANSACTED
WITH VULCAN
7
+167 or +1.4% on 1H FY23
12,108
-4% on 263,200 tonnes in FY22
SALES VOLUME
251,400t
GROSS MARGIN
-431bps
8
on 40.0% in FY22
35.7%
NET DEBT NZ$
vs $390m as at Dec 2022
$340m
GHG
9
INVENTORY SCOPE 1 AND 2
TOTAL CO
2
(including 5,536t for aluminum)
9,164t in FY22
13,963t
GROSS PROFIT DOLLAR
PER TONNE NZ$
+20% on $1,477 in FY22
$1,765
ADJUSTED EBITDA
2
NZ$
(EXCLUDING SIGNIFICANT ITEMS
3
)
-10% on $243m in FY22
$219m
FINAL DIVIDEND NZ$
(TOTALLING $40m)
Record date 28 Sep 2023
Payable on 12 Oct 2023
100% franked, 44% imputed
6
30.5c
ADJUSTED NPAT
4
NZ$
(EXCLUDING SIGNIFICANT ITEMS)
-33% on $142m in FY22
$95m
ADJUSTED EPS
5
NZ$
(EXCLUDING SIGNIFICANT ITEMS)
-33% on 108.1 cents in FY22
72.3c
REVENUE NZ$
+28% on $973m in FY22
$1,245m
1
OPERATING CASH FLOW NZ$
+$133m on $12m in FY22
$145m
7. Based on customers that transacted with Vulcan at least once in the relevant period (excludes aluminium customers). 8. bps: basis points. 9. Green House Gas.
1. m - millions. 2. Earnings before interest, depreciation and amortisation. 3. Integration costs in FY23, public listing costs & share gift in FY22. 4. Net profit after tax.
5. Earnings per share. 6. The levels of franking and imputation on dividends in future financial years will be subject to the tax credits available for use.
VULCAN ANNUAL REPORT 2023 THE BUSINESS YEARVULCAN.CO
67
The financial year ended 30 June 2023 (FY23) has been a
busy, exciting, as well as a demanding twelve months for
our company and people.
In the face of challenging economic settings, Vulcan
remains focused on opportunities to further create value
over time.
Our new aluminium offering in Australia and New Zealand,
combined with the company’s pre-existing metal product
platforms, provide a strong foundation for the next phase
of our growth. Vulcan has made strong progress with our
aluminium integration programme since completing the
acquisition in August 2022.
In FY23, additional greenfield and brownfield growth
initiatives that our team previously identified, have moved
into revenue generation phase. Further opportunities are
being pursued.
Market conditions have been challenging in FY23
Coming off the indirect boost provided by the COVID-19
policy responses, which benefited the metal distribution
and processing industry in FY22, the financial year ended
30 June 2023 was a more disrupted year for our business.
Higher interest rates and inflationary pressure on costs
constrained activity in our industry.
Under the circumstances, our company and team have
navigated through these challenges well. We continue to
maintain our operating and financial discipline.
Dividend for 2023 financial year
Based on our earnings, cashflows and financial position,
the board has declared a final dividend of 30.5 NZ cents
per share, bringing the total dividend for the financial year
to 55.0 NZ cents per share. This represents a 76.1% payout
ratio of Vulcan’s net profit after tax before significant items
and is in-line with the Board’s current intended payout ratio
of 60% to 80% of annual earnings before significant items.
Dividends declared totalled NZ$72.3m in respect of FY23,
of which NZ$32m was paid as an interim dividend.
Building on our environmental initiatives and
support for our community
In early FY23, we commenced trialling a full-electric truck for
delivery of products to our in-region customers in Auckland.
We remain committed to this trial and are reviewing options
for an electric truck with a longer range. During the 2023
financial year, we continued with the roll out of solar power
for energy efficiency at three facilities across Australia and
New Zealand, bringing our hybrid-powered locations to
a total of 11 sites (from eight in FY22). Vulcan also took the
opportunity to reduce the company’s upstream emission
footprint for our aluminium supply chain, where viable,
through local or in-region sourcing of material.
In 2023, we continued our ongoing support for the Halberg
Youth Council in New Zealand, the New Zealand Dance
Company and the Arts Centre Melbourne in Australia. Vulcan
also provided direct financial assistance to members of the
communities that were affected by the major floods in the
North Island of New Zealand in February 2023.
Board update
Peter Wells and Pip Greenwood retired as directors at the
conclusion of our 2022 annual shareholder meeting in
October 2022. We thank them for their contribution.
We are well-progressed in our search for a new independent
non-executive director.
Thank you
Our Board remains excited and committed to supporting
Vulcan’s growth aspirations. We thank our employees for
their dedication and our customers for their ongoing support,
especially during this challenging period during FY23.
Russell Chenu
CHAIR AND ON BEHALF OF THE BOARD
Report from the Chair
Entering the next phase of
our value creation journey.
FY23 has been busy,
exciting, as well as a
demanding 12 months for
our company and people.
Russell Chenu - Chair
VULCAN ANNUAL REPORT 2023 THE BUSINESS YEAR
8
VULCAN.CO
9
FY23, compared to FY22, was a more challenging year
for Vulcan, following major tailwinds that benefited our
business in FY22. Australasian markets, especially in New
Zealand, progressively softened during FY23. As previous
indirect boost from COVID-19 policy response abated,
customers reduced stock holdings. Further, significantly
higher interest rates impacted on business activity and
investment appetite. High inflation added to the pressure
on business costs. Demand across most segments that we
serve fell, with destocking activity across the industry adding
to the pressure on selling prices and industry margins in
some product and service categories. This, coupled with
increasing operating costs due to inflation, has meant
that our industry is in what we consider to be the most
challenging period we have faced since 2008.
Despite this very difficult environment, Vulcan’s overall
operational performance remained strong. Our customer
service was maintained at high levels with 97.4% DIFOT
in FY23 (compared with 96.4% in FY22). Our team’s higher
customer engagement effort in FY23 drove our active
trading accounts, excluding aluminium, to its highest level
in three years. The combination of strong operational and
financial discipline has enabled Vulcan to continue to
deliver sound financial returns in FY23.
During FY23, we also successfully completed the IT systems
migration for our aluminium business. The IT systems
integration is a major step forward to sustainably elevate
our aluminium business to the next level of operational and
financial excellence over time.
As a team, Vulcan will weather the current economic storm
and emerge stronger, with aluminium expected to be a key
contributor in the coming years.
Statutory basis
• Revenue of NZ$1,244.8m was up by 28.0% from NZ$972.7m
in FY22
• EBITDA of NZ$208.7m was down 7.0% from NZ$224.4m in FY22
• NPAT of NZ$87.9m declined by 29.1% from NZ$124.0m in FY22
• EPS of 66.9 NZ cents was down 29.1% from 94.4 NZ cents
in FY22
Adjusted basis
• EBITDA of NZ$218.9m was down 9.7% from NZ$242.5m in FY22
• NPAT of NZ$95.1m was down by 33.0% from NZ$142.0m in FY22
• EPS of 72.3 NZ cents was down by 33.1% from 108.1 NZ cents
in FY22
Industry demand weakened across Australasia during FY23,
particularly in New Zealand in 2H FY23. Including aluminium
products, Vulcan recorded approximately 251,400 tonnes of
sales in FY23, down 4.5% yoy from 263,200 tonnes in FY22.
Sales volume including aluminium products was down 1.3%
yoy in Australia and 9.8% yoy in New Zealand in FY23. For the
11 months of Vulcan’s ownership in FY23, sales volume for our
aluminium products was down 8.3% yoy with the decline in
Australia partially offset by growth in New Zealand.
Following a 15.3% yoy decline in our average sales volume
tonne per trading day (TPD) in 1H FY23, excluding aluminium,
TPD in 2H FY23 declined by 12.6% yoy mainly due to further
weakness in New Zealand’s market conditions.
Overall, Vulcan Group gross profit per tonne increased
NZ$288 to NZ$1,765 in FY23 (from NZ$1,477 in FY22) mainly
due to the addition of aluminium products. Gross margin
declined by 4.3% to 35.7% in FY23 (compared with 40.0% in
FY22). Gross profit per tonne in 2H FY23 declined slightly to
NZ$1,734, from NZ$1,796 achieved in 1H FY23. Gross margin in
2H FY23 was 35.4% compared with 35.9% 1H FY23. Underlying
EBITDA margin declined by 7.4% to 17.5% in FY23 (from 24.9%
in FY22).
In addition to adjustments made in FY23 to the base
remuneration for our eligible employees, Vulcan also paid
eligible employees a living cost support bonus to help
alleviate the financial pressures on our team and their
families during this period of ongoing high inflation.
Report from the MD and CEO
It has been a challenging, but pivotal
year for our business.
Our team have been busy in
setting the building blocks for
our next phase of growth and
are greatly excited by the
opportunities ahead.
Rhys Jones - MD and CEO
VULCAN ANNUAL REPORT 2023 THE BUSINESS YEAR
10
VULCAN.CO
11
Steel segment
Our Steel segment revenue declined NZ$29.2m (-4.8%) to
NZ$596.3m in FY23 (from NZ$626m in FY22). Sales volume
declined to 182,800 tonnes in FY23 (down 14.6% from the
214,000 tonnes achieved in FY22). Average revenue per
tonne rose NZ$336 (11.5%) to NZ$3,262 in FY23 (from
NZ$2,926 in FY22).
Steel segment gross profit per tonne declined 8.9% yoy,
which translated to 31.2% gross margin in FY23 compared
with 38.2% in FY22. EBITDA margin fell 7.9% to 19.0% in FY23
from 26.9% in FY22. As a result, our Steel segment EBITDA
declined NZ$55.3m (-33%) to NZ$113.2m in FY23
(from NZ$169.5m in FY22).
Metals segment
Our Metals segment revenue rose NZ$302.1m (87.2%) to
NZ$648.6m in FY23 (from NZ$346.5m in FY22) due to the
first-time contribution from our aluminium business. Sales
tonnes increased to 68,600 tonnes in FY23 (up 39.6% from
the 49,200 tonnes achieved in FY22). Average revenue
per tonne rose NZ$2,404 (34.1%) to NZ$9,453 in FY23 (from
NZ$7,049 in FY22) due to higher year-on-year selling price
for our Metal segment products including aluminium.
The Metals segment gross profit per tonne rose due to the
product mix contribution from aluminium. This translated
to 39.7% gross margin in FY23 (compared with 43.2% in
FY22). Metals EBITDA margin (excluding integration costs)
fell 7.5% to 20.2% in FY23 from 27.7% in FY22. Metals segment
EBITDA (excluding integration costs) increased NZ$35.1m
to NZ$131.0m in FY23 (from NZ$95.9m in FY22). Since the
acquisition on 1 August 2022, our aluminium businesses
have delivered strongly to segment earnings.
Operating expenditure (OPEX)
Excluding significant items , OPEX (before depreciation and
amortisation) increased approximately NZ$78.7m (53.8%)
to NZ$225.0m in FY23 (from NZ$146.3m in FY22). This reflects
a combination of inflation on underlying costs and OPEX
relating to our acquired aluminium business.
Due to inflation and the change in our business mix, OPEX
per tonne (excluding integration costs, depreciation and
amortisation) increased to NZ$896.6m in FY23 (from
NZ$555.9m in FY22).
Vulcan’s employees totalled 1,361 at the end of June
2023 compared to 903 employees as at the end of June
2022. Approximately 600 employees were part of the
aluminium business acquired on 1 August 2022. Total
employee benefits (including defined contribution plans)
which accounted for approximately 63% of total OPEX
in FY23 (excluding integration costs, depreciation and
amortisation) increased NZ$49.7m (53.7%) to NZ$142.2m
in FY23 (from NZ$92.5m in FY22).
Cash flow
OPERATING CASH FLOWS
Net cash flow from operating activities improved to
NZ$145.4m in FY23 (from NZ$12.1m in FY22). The increased
operating cash flow reflects improved working capital
position in FY23 compared with FY22 (which is discussed
in the “Balance Sheet” section on page 16).
CAPITAL EXPENDITURE
Capital expenditure was NZ$22.7m in FY23 (compared with
NZ$11.6m in FY22). We expect to spend between NZ$25m
and NZ$30m on capital expenditure in FY24.
DISTRIBUTION
Vulcan paid NZ$81.5m in dividends in FY23, which comprised
NZ$49.3m final dividend from FY22 and NZ$32.2m interim
dividend for FY23. The NZ$104.1m dividend paid in FY22
was a combination of NZ$18.0m ordinary distribution and
NZ$50.0m special distribution paid prior to its public listing,
and NZ$36.1m interim dividend paid in April 2022.
CAH FROW EXTRACT, NZmFY23FY22% change
Receipts from customers1,273.8947.834.4%
Payments to suppliers & employees-1,021.4-879.616.1%
Interest paid-21.2-4.2404.8%
Tax paid-69.4-40.372.2%
Lease interest paid-16.4-11.542.6%
Net cash flows from operating activities145.412.11,101.7%
Capital expenditure-22.7-11.695.7%
Acquisition (incl debt assumed)-169.20.0n/a
Lease liability payments-21.4-12.965.9%
STEEL, NZ$mFY23FY22% change
Revenue596.3626.2-4.8%
EBITDA
1,2
113.2168.5-32.8%
Sales (000 tonnes)182.8214.0-14.6%
Revenue/tonne ($)3,2622,92611.5%
EBITDA margin
1,2
1 9. 0 %26.9%-793 bps
1. Post NZ IFRS 16 basis
2. Before significant item
METALS, NZ$mFY23FY22% change
Revenue648.6346.587.2%
EBITDA
1,2
131.095.936.6%
Sales (000 tonnes)68.64 9. 23 9. 6 %
Revenue/tonne ($)9,4537, 0 4 934.1%
EBITDA margin
1,2
20.2%27.7%-748 bps
1. Post NZ IFRS 16 basis
2. Before significant item
OPEX , NZ$mFY23FY22% change
Employee benefits142.292.553.7%
Selling & distribution (S&D)26.718.445.1%
Occupancy costs11.06.374.6%
General & admin. (G&A)45.129.155.0%
Operating expenses
1,2
225.0146.353.8%
Employee numbers (at period end)1,36190350.7%
Sales volume (000 tonnes)251.4263.2-4.5%
Total opex/tonne ($000)896.6555.961.3%
1. Excludes depreciation & amortisation.
2. Before significant items in FY23 and FY22
VULCAN ANNUAL REPORT 2023 THE BUSINESS YEARVULCAN.CO
1213
LAUNCESTON
HOBART
SYDNEY x 6
CANBERRA
MELBOURNE x 3
ADELAIDE x 2
KURRI KURRI
BATHURST
DARWIN
CAIRNS
ROCKHAMPTON
CALOUNDRA
ALBURY x 2
DUNDOWRAN
PERTH x 2
BUNBURY
COFFS HARBOUR
BRISBANE x 5
NEWCASTLE x 3
GOLD COAST x 2
TOWNSVILLE x 2
MACKAY x 2
ROTORUA
NAPIER x 2
DUNEDIN x 2
WELLINGTON
SILVERDALE
NEW PLYMOUTH
HAMILTON x 2
PALMERSTON NORTH x 2
INVERGARGILL x 2
NELSON x 2
CHRISTCHURCH x4
TIMARU
TAURANGA x 2
AUCKLAND x 6
WHANGAREI x 2
721
,
36112k
STRATEGICALLY LOCATED SITESCOMPANY EMPLOYEESACTIVE CUSTOMERS*
Opportunity to drive more operating leverage from our footprint and scale
Vulcan’s Network
* Excluding Aluminium
VULCAN.CO
15
VULCAN ANNUAL REPORT 2023 REPORT FROM THE MD & CEO
14
Balance Sheet
WORKING CAPITAL
Net working capital (excluding cash and tax payable)
increased to NZ$441.5m on 30 June 2023 (compared with
NZ$343.3m on 30 June 2022), reflecting the working capital
we assumed as part of our aluminium acquisition. Through
active management of stock relative to our sales levels, our
product costs and inventory level peaked during the year
and have since declined. Inventory was at NZ$437.7m on 30
June 2023, compared with NZ$492.5m at 31 December 2022
and NZ$353.2m at 30 June 2022 (which was prior to the
purchase of our aluminium business.
DEBT
Vulcan has made substantial progress in debt reduction
during the second half of the financial year. Excluding lease
liabilities of NZ$289.7m, Vulcan completed the 2023 financial
year with a net debt position of NZ$339.7m. This represented
a NZ$152.8m increase on the NZ$186.9m net debt position
at the end of FY22. The increase in net debt reflects our
aluminium acquisition during the year which was fully
debt-funded. Vulcan currently has total committed credit
facilities of NZ$440m.
At 1.85 times net debt to EBITDA cover as at the end of FY23
and 7.5 times EBIT to net interest cover for 12 months to
30 June 2023 on pre NZ IFRS 16 basis, Vulcan remains well
within its banking covenants.
FUNDS EMPLOYED
Vulcan’s funds employed were NZ$815.3m on 30 June 2023
comprising NZ$185.9m shareholders’ funds, NZ$289.7m
lease liabilities and NZ$339.7m in net debt. As at 30 June
2022, the company’s funds employed were $574.5m.
Ongoing brownfield and greenfield initiatives
A further four Vulcan growth initiatives moved into
revenue generation phase during FY23. We expect
another two initiatives to commence in the next six
months, which would bring the number of Vulcan’s
growth initiatives commissioned to a total of 16 over
the last 24 months.
Outlook – market conditions could remain
challenging for a period
The New Zealand and Australian steel and metal
products markets registered the negative impact of
sharply higher interest rates and cost inflation on
general business consumption and investment
spending throughout FY23. With present monetary
policy settings expected to remain restrictive in the
foreseeable future, the economic backdrop will remain
uncertain and challenging in FY24, especially in New
Zealand where the economic outlook is showing no
sign of improvement.
Global steel demand is projected to grow by 2.3%
in the 2023 calendar year and is also projected to
lift a further 1.7% in the 2024 calendar year. However,
short-term demand for steel in major markets,
including China, may put a cap on the near-term
recovery in global steel prices from current levels.
Vulcan will endeavour to mitigate these market
pressures by focusing on our sales discipline which is
through maintaining a high service level and strong
value proposition for customers, lifting our customer
engagement efforts, and carefully managing our cost
base.
Thank you
We thank our employees for their personal commitment
and great teamwork, as well as our customers for their
ongoing support over the past year. Our culture, and our
employee work ethic and teamwork continue to shine
through despite a constrained market environment.
Rhys Jones
MANAGING DIRECTOR AND
CHIEF EXECUTIVE OFFICER
1. Including NZ$20m working capital to be reduced which will be funded by a
deferred settlement of NZ$20m for the transaction in 1H 2023. NZ$79m of
capitalised lease obligation is excluded for the calculation of this enterprise
value.
Ongoing brownfield
and greenfield initiatives
NZ$m30 Jun 2330 Jun 22% change
Trade and other receivables170.7157.28.6%
Inventories437.7353.223.9%
Less trade and other payables-166.9-167.10.1%
Working capital excluding tax items441.5343.3
Property, plant and equipment86.856.254.5%
Intangibles15.012.817.3%
Right-of-use assets260.4180.744.1%
Other assets and liabilities11.6-18.5n/a
Lease liabilities-289.7-202.343.2%
Net banking debt-339.7-186.981.7%
Net assets/Shareholders funds185.9185.30.4%
We are encouraged by the
progress of our aluminium
business in our first year
of ownership.
Adrian Casey - COO
VULCAN.CO
17
VULCAN ANNUAL REPORT 2023 THE BUSINESS YEAR
16
Mapping our
sustainable
pathway
02
ENVIRONMENT &
SUSTAINABILITY
18
VULCAN.CO
19
VULCAN ANNUAL REPORT 2023
Caring for our people
Vulcan’s sustained growth can be attributed
to our dedication to continuous improvement
across every facet of our business – and this
always starts with our people.
Our employees are the heart of our business and we are
committed to supporting them both professionally and
personally to ensure they are happy and healthy.
Principles and ethos
Our principles and ethos are the foundations of how we
operate and form our unique culture. We are committed to
the ongoing education of all employees on our Principles
and Ethos, to ensure these are not just statements but
actively embodied values.
Preserving our culture
In 2022, we began the process of producing several short
videos for the purpose of embodying and preserving
Vulcan’s unique culture. These videos cover everything
from Vulcan’s story and history to what different roles
look like within the business, to how our flat, flexible, and
autonomous culture is practically embodied day-to-day.
In 2023, we added to this initiative through employee group
conferences and social events designed to build on our
culture. We believe these initiatives play an integral role in
helping new employees understand our culture and feel a
sense of purpose and belonging as they enter the business
Flat structure
Since inception we have operated a flat structure model,
centered around the belief that everyone is important to
our success, therefore should be an active decision maker
and empowered with responsibility and autonomy within
their role. We have found that this mentality keeps our
business agile, efficient, and effective, and our employees
feeling trusted, valued, and fulfilled.
Flexible work environment
We believe in creating flexible, relaxed, enjoyable
workplaces for our team. While not all our roles enable
flexibility in the traditional sense, we believe in supporting
flexibility wherever possible to ensure everyone’s jobs
enhance, not hinder, their lives. We aim to nurture an
open culture where employees feel comfortable initiating
conversations around any support they may need
whether at work or in their personal lives. We have many
examples of employees who have worked internationally,
have very untraditional work hours, or have transitioned
to working entirely from home to support their families.
While we recognise that this level of flexibility is not always
practical for our more hands-on roles, we are committed
to finding personalised solutions on a case-by-case basis
that enable all employees, regardless of their role, to feel
supported. The most important thing to us is nurturing
a culture that enables our people to feel comfortable
initiating these conversations.
Employee Assistance Programme
Our Employee Assistance Programme (EAP) is available to
all employees and their family members. To engage with
this support, employees can either speak to their manager
or reach out directly to our external EAP provider. While
we encourage our people to engage with this support
in whichever way makes them feel most comfortable,
we hope to nurture an environment where they also feel
comfortable bringing their concerns directly to someone
at Vulcan so that we can offer them individualised
support, in addition to what can be offered through our
EAP partners. As a business that genuinely cares about our
people, we want to support our employees in a way that
is completely personalised and flexible to their individual
circumstances and needs. In the past this has ranged from
funding surgeries to family counselling, to drug and alcohol
rehabilitation. There is no rule book or precedent around the
ways in which we are willing to support our staff.
Since inception we have
operated a flat structure model,
centered around the belief that
everyone is equally as important
to our success, therefore should
be an active decision maker.
VULCAN.CO
21
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
20
Our ethos
Team first, with respect for the individual
We’ve got an “everyone supports the team, and the
team supports everyone” culture. No one person is more
important than another, therefore we value and respect
everyone’s individual perspectives and ensure that all
decision making reflects what’s best for the team.
Each person responsible with minimum
mis-understanding
We trust everyone to have complete responsibility and
autonomy within their role. Our staff don’t have someone
looking over their shoulder and should feel empowered
and enabled to do their job to the best of their ability,
in a way that works best for them.
Relaxed, professional and committed
Work should be somewhere our staff enjoy going every
day. We don’t take ourselves too seriously and our relaxed,
yet committed environment ensures everyone feels
comfortable asking questions, receiving feedback and
supporting one another.
Support our local communities
Our people’s health and happiness directly depends
on the health and happiness of those around them.
These extended networks of friends and families across
New Zealand and Australia, are our local communities.
Through understanding their difficulties and helping
support, uplift and improve the lives of these people,
we hope to foster meaningful and lasting change.
Clear profit centre goals
Everyone has a clear understanding of their responsibilities
and goals and has the resources and decision-making
authority to achieve them.
Our principles
Provide an enjoyable workspace
We want you to genuinely enjoy the work you do. Aside
from having well resourced, high standard facilities, we aim
to create a workplace where everyone feels listened to,
valued and supported in reaching their full potential.
Promote a safe working environment
By nature, working with steel has inherent risks, therefore
ensuring our staff safety is our primary, ongoing priority.
Not only do we want our staff to get home safely to
their families every night, we also want them to feel
psychologically safe and supported while at work.
Be financially prosperous
This enables us the freedom to invest in our business and
people to ensure we’re thriving, not just surviving. It gives
us the ability to determine our future success from which
everyone can prosper.
Remain ambitious
Ambition is about being courageous enough to try, know-
ing that while we may not always succeed, we will learn,
grow, adapt and ultimately find a better way. Innovation
isn’t without risk, and we’re here to support our staff in
stepping outside of the box and striving for greatness.
Balance the above
We know that balancing the above is critical to
our success.
We believe that by
creating the right
environment we
inspire the delivery
of amazing results.
At Vulcan we hold
ourselves to the highest
standards in our work,
how we do it and how
we treat one another.
VULCAN.CO
23
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
22
22
Health and wellness programme
Our health and wellbeing programme encompasses
physical exercise, nutrition, and mental health support.
Available to all our employees across New Zealand and
Australia, its purpose is to support our people in feeling their
best so they can show up professionally and personally
contribute to the success of the team and company.
These initiatives are also available to family members of
our staff, as we recognise that the health and happiness of
our people is directly related to the health and happiness
of those close to them. We have seen that this inclusive
approach leads to greater engagement in our health and
wellbeing initiatives as well as ultimately having greater,
more meaningful impacts for our people and their family.
From a health and safety perspective, we also recognise
the importance of these initiatives as stronger, fitter,
healthier and more resilient employees naturally equate
to safer working environments.
Established in 2019, our health and wellbeing programme
is operated with input from specialist providers across New
Zealand and Australia. These providers consist of teams of
professionals from trainers to nutritionists.
Where we have onsite Vulcan gyms, trainers offer an
induction programme and scheduled group fitness classes
each week, as well as being on hand to write and guide
employees through tailored exercise programmes up to
13 hours a week.
We have seen encouraging engagement rates across all
our onsite gyms. We are actively working to ensure that our
new Aluminium colleagues are engaged with our onsite
gyms that they are in close proximity to. We have several
success stories where our health and wellbeing programme
has helped employees make significant improvements to
their physical and mental health.
New onsite gyms
In FY23 we have expanded our onsite gym offering with the
completion of gyms in both our Jandakot site in Western
Australia and our Pooraka site in South Australia. The value
of these additional sites has been positive with over 90% of
employees at Jandakot and 100% of employees at Pooraka
completing their wellness coaching session during launch
week. Further gym roll-outs, where appropriate, are being
considered, with plans currently underway to establish an
onsite gym in our Dandenong site in Victoria by the end of
FY24.
The Vulcan wellness programme has
drastically changed my life. I haven’t
felt this good since I was a teen. My
self-confidence, concentration at work,
and energy have all improved 10 fold,
and my family time has benefitted.
Jared King - Engineering, Brisbane
2019
Health and wellness
programme established.
2020
First onsite gym launched
in Auckland, NZ - used by
multiple Auckland sites.
First onsite gym launched
in Australia at Yatala site
in Queensland – used by
multiple surrounding sites.
2023
Onsite gym launched at
Jandakot site in Western
Australia.
Onsite gym launched
at Pooraka site in South
Australia.
2022
Onsite gym launched
at Smithfield site in New
South Wales, Australia.
2024
Onsite gym planned
for Dandenong site
in Victoria.
VULCAN GYM ROLLOUT ACROSS AUSTRALASIA
VULCAN.CO
25
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
24
Diversity, equity and inclusion
At Vulcan, we are committed to fostering a diverse,
equitable and inclusive workplace where all employees are
treated fairly with dignity and respect. We endeavour to
create an environment where everyone’s differences are
understood, valued and celebrated and where our people
feel empowered to carry out their responsibilities at work.
We believe that fostering a truly diverse and inclusive
workplace not only leads to happier employees who feel
a greater sense of value and belonging, but also plays
an important role in enhancing our culture, creativity and
productivity - leading to an inherently stronger and more
successful business.
To ensure diversity is fostered with perpetuity, we have a
Diversity and Inclusion Policy which is reviewed annually
alongside corresponding objectives. In 2022 a diversity,
equity and inclusion (DEI) team was established, consisting
of three focussed working groups, to create and implement
the Vulcan DEI programme. The DEI programme includes
workshops and trainings, provided to a leadership group of
over 113 employees, and an annual DEI survey of all Vulcan
employees (1,381 people at the time of the survey) to ensure
diversity data is current and action plans best reflect this
DEI working group
Recognising the importance of creating a structured and
ongoing programme around our DEI initiatives, in February
2022 Vulcan established our DEI working group. This group
consists of 16 people across the group. The purpose of this
group is to establish and enable a DEI action plan, and to
facilitate the ongoing implementation of these initiatives.
We are members of Diversity Works New Zealand and
our DEI working group continues to work closely with their
consultants to understand best practice in the DEI space,
facilitate our internal workshops and trainings, establish
robust processes and collate our annual diversity data from
which we set measurable goals and targets for the year
ahead.
Following our 2022 company-wide DEI survey, our DEI team
created three workstream groups to target initiatives based
on the survey results - the Inclusive Facilities group, the
Developmental and Educational Pathways group, and the
Recruitment and Onboarding Experience group.
INCLUSIVE FACILITIES
The key objective of the Inclusive Facilities group is
encouraging and supporting the creation of facilities that
are welcoming and comfortable for a diverse group of
current and prospective employees. Over the past year
comprehensive facilities audits have been undertaken of
all Vulcan sites (prior to our Aluminium acquisition), which
included assessments of toilets, change rooms, private
spaces, lunch areas, and disabled access. Improvement
plans for sites with facilities gaps are underway, as are
audits on our newly acquired aluminium sites.
DEVELOPMENTAL AND EDUCATIONAL PATHWAYS
The key objective of the Developmental and Educational
Pathways group is ensuring our employees are engaged
in training and education that not only helps with their
development but also fosters inclusivity and belonging.
Over the past year a pilot education programme has been
underway in Plate Tauranga. This program covers literacy,
numeracy, communication, and leadership skills. A similar
pilot programme has also been underway in Sydney from
June 2023, and further opportunities are being reviewed
in Auckland and Perth. Cost benefit analysis of the pilot
educational programs will be conducted and presented
later in 2023. In addition, unconscious bias trainings have
been completed by 113 leaders across the business
with further trainings planned for the near future.
RECRUITMENT AND ONBOARDING EXPERIENCE
The key objective of the Recruitment and Onboarding
Experience group is to create a recruitment experience
that reduces barriers and bias in hiring across Vulcan and
implements an onboarding experience which ensures that
once people are hired, they feel a sense of inclusion and
belonging. Over the past year this group has created culture
videos for the purpose of aiding in the communication
of our unique culture. A cultural handbook, induction
programme, standardisation of job ads and review of
advertising channels is also underway.
Celebrating and evolving our culture
An extension of our leadership education around
unconscious bias has been the introduction and education
of our leaders around the importance of belonging. For our
employees to feel truly appreciated, supported, valued,
happy and fulfilled, they must feel a sense of belonging
when they come to work. We aim to nurture a culture where
everyone at Vulcan feels they belong – where they feel
seen and understood, and where what makes them unique
is celebrated. This sense of belonging is foundational to
the ongoing success of our flat structure model, where
everyone feels empowered as an active decision maker
and recognises their value within the business. As is true
when it comes to embedding and maintaining any cultural
principles across the business – infusion from the top down
is essential. Therefore, the importance of belonging and
how to nurture this inclusive environment is a focus through
our monthly leadership hubs and will continue to be a
cultural foundation that is revisited regularly.
Following the acquisition of our Aluminium division we
conducted a cultural integration survey with all aluminium
leaders across the group. This anonymous online survey
was followed by 20-minute one-to-one interviews to gain a
360-degree view on how leaders felt about the integration.
This was an invaluable exercise that was repeated in
August 2023. We have also found that leadership hubs,
leadership development plans, buddy systems, and
education around our core competencies have been
effective vehicles in maintaining a consistent culture across
the group following such a large-scale acquisition.
Unconscious bias training
We have an ongoing partnership with Diversity Works New
Zealand to help facilitate our unconscious bias training.
Facilitated by a Diversity Works consultant, these trainings
are conducted over three sessions with groups of between
70-90 leaders across New Zealand and Australia. These
interactive sessions are invaluable in helping employees
to form a foundational understanding of unconscious bias
from which we can continue to build. Following a formal
education session, site leaders hold informal discussions
with their teams that focus on identifying and sharing
personal experiences of biases and how best to mitigate
these at a site level. As a third step, a leadership meeting
(attended by 91 leaders) is dedicated to site leaders
sharing and reflecting upon these discussions and their
resulting action plans. This three-step process is repeated
bi-annually across New Zealand and Australia to ensure
ongoing education for both new and existing leaders.
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
26
VULCAN.CO
27
We conduct an annual DIE survey to understand the
diversity of our team and from this, how we can best serve
them as employees. This data provides us with valuable
insights into the gender, age, nationality, ethnicity, religious,
language and education diversity across Vulcan. The
anonymous comments section also provides valuable
feedback and suggestions, identifying areas where we can
aim to improve. Following each annual survey, we review
these results and determine our actions for the coming 12
months.
As expected, following our Aluminium acquisition we have
seen significant changes in the DEI survey data from
2022 to 2023. Employee headcount has increased by 54%,
number of birth countries by 29%, and people identifying
as multi-ethnic by 97%. Interestingly, the percentage of
employees who ‘preferred not to say’ which ethnicity they
identified with increased by 6%. Other significant changes
were in the employee age mix where the number of people
in the 20-30 age group increased by approximately 62%,
and both the 40-50 age group and the 50+ age group
increased by approximately 50%.
Diversity, equity and inclusion
survey data results summary 2023
Pay equity
Vulcan undertakes a detailed annual pay review for every
individual employee to ensure there is pay equity across
our organisation. Our people are the heart of our business;
therefore, it is of the utmost importance to us that we
offer a competitive pay structure that reflects each team
members invaluable contribution to our business. We
remain committed to ensuring ongoing pay equity as our
business grows.
71
NUMBER OF TOTAL BIRTH COUNTRIES
98
NUMBER OF TOTAL
ETHNICITIES
132
PEOPLE IDENTIFYING
AS MULTI ETHNIC
15%85%
EMPLOYEE COUNTRY OF ORIGINEMPLOYEE GENDER MIX TOTAL
EMPLOYEE GENDER MIX BY ROLE GROUP
EMPLOYEE AGE MIX BY ROLE GROUP
EMPLOYEE ETHNICITY PERCENTAGE
EMPLOYEE AGE MIX TOTAL
National diversityGender diversity
Ethnic diversity
Age diversity
Understanding our diverse team
Director
1
Management
Central &
support
Sales
Driver &
warehouse
Director
1
Management
Central &
support
Sales
Driver &
warehouse
50+
40
30
20
Gender
NZ/AUS
NZ/AUSRest of the world
Rest of the world
30
37
70
63
020406080100
020406080100
0100200300400500
1,361
930
67%
EMPLOYEES
RESPONDERS
RESPONSE RATE
1. Director excludes executive directors.
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
2829
Learning and development
Helping our people reach their full potential in turn
helps the business to succeed. We support learning
and development and invest time and resources in
upskilling our people to help them progress.
Being a rapidly growing company naturally creates multiple
leadership opportunities for our people at all levels, from
small Business Unit leadership roles to the management
of large and complex Business Units and transformation
projects. Within FY23 we have continued to implement
comprehensive learning and development initiatives
including our Leadership Development Programme,
coaching for high potential employees, and leadership
hubs. We have also invested in sending senior leaders to
the Kellogg Executive Education programme for Maximising
Sales Force Performance, biannually. In addition to these
leadership focussed initiatives, we have ongoing training
programmes in place across all roles within the business to
support employees in expanding their skills and progressing
their career in line with their aspirations.
There is a strong focus on ensuring diversity, equity and
inclusion across all learning and development initiatives.
With 85% of Vulcan’s employees identifying as male, there
is a particularly strong focus on attracting, retaining and
developing female employees. In FY23 three women have
been promoted into site and functional leadership positions
off the back of development plans and mentoring.
With a robust structure around learning and development
initiatives in place, our focus moving forward is to expand
the reach of these programmes and continue to embed
these practices into the business.
Leadership development programme
Our structured leadership development programme
was introduced in November 2021 and continues to form
the foundation of our leadership initiatives. The way the
programme works is that senior and aspiring leaders
from across the business are identified and conversations
initiated around development aspirations both within
current roles and potential future roles. Structured,
personalised professional development plans are then
implemented that align with Vulcan’s core competencies
and encompass mentorship support, leadership coaching
and quarterly reviews. Leaders are identified based on
either the scope of their leadership impact (senior business
leaders), or their leadership potential (new and aspiring
leaders). Initially introduced as a six-month pilot with 14
leaders, as of June 2023 this programme now has 29
participants and will be expanding to include further leaders,
including Aluminium leaders, in the latter part of 2023.
The success of this leadership development programme
has seen multiple people promoted into larger roles and
it continues to be a valuable pathway for preparing and
developing leaders for the next steps in their careers. We
have found it invaluable for retention and motivation as well
as being a great way for functional leaders to learn more
about the business and integrate into the company with
ease. All Leadership Team members are sponsors for the
leadership development programme, as well as most being
participants themselves.
Leadership Hubs
Monthly “Leadership Hubs” were established in August
2021 with their purpose being to share and promote
good leadership practices across the business, as well as
promoting internal networking, enabling leaders to share
personal expertise and experiences on different topics.
Held digitally and attended by almost 100 leaders from
across New Zealand and Australia, each session focuses in
on a specific leadership topic where two to three leaders
share their experience in a way that’s practical and useful,
followed by best practice examples and education given
by certified Leadership Coach, Helene Deschamps. These
Leadership Hubs often spark the desire for further leadership
development and result in practical conversations and
collaboration between leaders from different sites. We have
found these Leadership Hubs a valuable integration vehicle
for our aluminium business leaders following the acquisition
Kellogg Executive Education at
Northwestern University, Chicago
The Kellogg Executive Education programme for Maximising
Sales Force Performance immerses sales leaders in a
collaborative learning environment intensely focused
on practical ways to significantly improve sales force
performance. Recognising that sales force effectiveness is
critical for profitable business growth, we have committed
to sending two cohorts of six to seven leaders annually, in
line with the course offering. Our first cohort completed the
programme in October 2022, our second in April 2023 and
another cohort will be attending the programme in October
2023. This industry leading course exposes senior leaders
to best practice and simultaneously helps to build working
relationships between business leaders.
Coaching for high potential employees
Vulcan has identified the value of ongoing
professional and confidential coaching
support, to complement on-the-job
development. In addition to the leadership
development programme, coaching sessions
are offered to high potential employees
who have expressed a desire in career
development or improving a specific skill,
either on a regular or ad hoc basis. Coaching
is carried out face-to-face or online across
New Zealand and Australia and was initiated
in March 2021. We have found this offering
directly correlates to higher job satisfaction
and success, as well as decreased stress and
improved time management.
There is a strong
focus on ensuring
diversity, equity
and inclusion
across all learning
and development
initiatives.
VULCAN.CO
31
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
30
VULCAN.CO
Health and safety
Health and safety are core aspects of our principles
and ethos. Our view is that all accidents are preventable,
and we are uncompromising in providing a safe and
healthy workplace.
We take a pre-emptive and highly detailed approach to
providing a safe and healthy workplace for our employees,
contractors, visitors, and the public who share the roads
with our trucks. We have a strong focus on how emerging
technology, particularly in the AI space, can enhance
our health and safety systems. Our ‘return to work’ and
rehabilitation practices also have extensive processes in
place to holistically support our people as they recover
from injury. As with all areas of our business, we have a
continuous improvement philosophy around Health and
Safety and will be continuing to actively seek out, trial and
implement all innovative options available.
New work safety software
The most significant update over the past 12 months
regarding health and safety is the introduction of ‘Noggin’
– our Work Safety Software. Still in the early stages of
development while we tailor it to our specific needs, Noggin
will be used to manage every aspect of our safety and
compliance programme within our health and safety
reporting. This will include capturing hazards, near misses,
injuries, incidents, investigations, workplace inspections,
trainings, contractor management, and document
control. It will provide all the tools needed to automate our
management cycle in a centralised, user-friendly platform.
Noggin will be introduced for trial in stages, starting with our
Melbourne sites where the trial commenced in July 2023.
This will expand to include our Aluminium sites towards the
end of 2023, and across the rest of the business in the first
half of 2024.
Safer driving system
In 2021, we began trialling an upgraded version of our safer
driving system that incorporates artificial intelligence and
provides more detailed alerting and detection around
on-road driver safety. While this trial is ongoing, it is proving
to be a valuable addition to our Health and Safety Toolkit,
with AI monitoring improving the reinforcement of positive
behaviours, such following distance monitoring, rather than
only highlighting negatives from incidents. The success of
this Safer Driving System for ongoing implementation will
be assessed upon trial completion.
Inviol
Over the past 12 months we have continued to trial Inviol,
an innovative, AI-driven health and safety programme.
Inviol has achieved further traction with its product with
other major businesses that require significant health and
safety risk management tools.
With AI enabled systems, Inviol constantly monitors our pre-
configured or custom health and safety rules and identifies
high risk events across a range of workspaces including
the back of trucks, our warehouses, manufacturing sites, or
wherever we feel risk assessment is required. When identified,
the team is notified so that there can be quick reinforcement
of Health and Safety rules as well as timely coaching and
development. Existing to identify and remove complacency,
Inviol ensures teams are keeping safe while at work.
While this trial is ongoing, we have found it valuable in
capturing incidents and near misses, while out on the road
and at customer sites which has resulted in improved
employee safety. This has given us the opportunity to
review and introduce additional proactive safety measures
in direct response to incidents. In addition, we have found
that it has added value to our customers as we are able
to provide feedback where appropriate, increasing the
awareness and safe working environments of not just our
employees, but also our customers.
Inviol is the brainchild of James Wells, Vulcan’s Chief
Information Officer. After creating a working proof of
concept, a former Vulcan employee subsequently
approached us around commercialising the system.
Steady state ongoing health and safety initiatives
We have several ongoing health and safety initiatives
which are reviewed and updated regularly in line with best
practice and emerging technologies. These include:
Quarterly health and safety site reviews – undertaken via
peer review and/or self-assessment.
Health and safety policy – this was reviewed and
republished in May 2023.
Drug, alcohol and substance policy and procedures –
these were reviewed and republished in November 2022.
Randomised drug, alcohol and substance testing
regime – pre-employment testing is compulsory and is
supplemented with randomised testing across the whole
business to ensure employees can perform their duties in
a safe, productive, and healthy manner for the benefit of
themselves, their workmates, and the public.
Traffic management plan – this includes on-truck
cameras, exclusion zones, onsite traffic flow and speed limit,
and load restraint training across all sites.
Return to work policy and procedures – this is to
encourage the early return of employees to full duties
as soon as practicable, following a work-related injury
or illness and where practical non-work-related injury or
illness. Where possible, management, in consultation with
medical/rehabilitation professionals, will return employees
to their usual work, modified duties or alternative duties
within their capacity as soon as possible.
Noise assessments – assessments are undertaken to
accurately ensure that noise levels do not exceed the exposure
standard and to understand and determine what control
measures can be taken to ensure our workplaces are safe.
Health and safety training – all employees undertake
a comprehensive company and site induction upon
employment, with annual refreshers. Further internal
training is ongoing and covers Standard Operating
Procedures (SOPs). A Training Needs Analysis is undertaken
for each site and can include specialised training such as
First Aid, Health and Safety Representative / Committee,
Emergency Preparedness, High Risk Work Licences.
LOST TIME INJURY FREQUENCY RATE (LTIFR)
1
(per 1,000,000 hours worked)
0
5
10
15
20
25
30
35
FY23FY22FY21FY20FY19FY18
LTIFRLTIFR (Severe)
20.0
18.7
22.4
16.1
31.2
1.9
13.8
0.6
0.0
3.6
0.6
1.3
TOTAL RECORDABLE INJURY FREQUENCY RATE (TRIFR)
1
(per 200,000 hours worked)
0
2
4
6
8
10
12
14
16
FY23FY22FY21FY20FY19FY18
TRIFR
8.1
5.8
8.6
8.7
9.4
13.0
Detection of unsafe
behaviour enables us to
put an education plan in
place to teach operators
about safer p ractices,
this leads to a reduction
of incidents.
James Wells - CIO
VULCAN.CO
33
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
32
While we have significant, long-term and ongoing
involvement with two larger organisations – the Halberg
Trust in New Zealand and the Arts Centre Melbourne – we
are regularly involved in many smaller initiatives within
our local communities. Often this involvement stems from
staff members coming to us with projects, organisations,
causes or individuals that need support within their direct
communities. An example of this was our support for
several individuals that found themselves the victims of
New Zealand’s devastating floods in February 2023. We
donated a total of $85,000 directly to individuals to support
them and their families in the immediate aftermath of
Cyclone Gabrielle. Through understanding the difficulties
facing our local communities, especially those that directly
impact our people, and being able to offer support, we
hope to play even a small role in improving the lives of our
extended community that fosters meaningful and lasting
change. Vulcan donated a total of $275,000 during FY23
School sponsorship, New Zealand
Vulcan has for several years supported a local, low decile
New Zealand secondary school by providing laptop
computers to pupils and offering financial scholarships to
talented students to enable them to more easily embark on
tertiary study.
New Zealand Dance Company (NZDC)sponsorship,
New Zealand
In 2022 Vulcan began supporting the New Zealand Dance
Company through sponsoring a dancer, enabling an
aspiring young performer to pursue a full-time career in
dance. The New Zealand Dance Company is a sustainable,
full-time arts organisation that creates and presents
innovative and inspiring contemporary dance, for audiences
in New Zealand and around the world.
Bryan Mould, as the NZDC model and coordinator, initiated
the connection between NZDC and The Halberg Foundation
which resulted in the NZDC performing at the annual Halberg
Sports awards. The NZDC received outstanding acclamation
and were subsequently able to raise their profile in front of
a larger live audience than usual as well as coverage on
national TV.
Our community
We believe that giving back to and supporting the
communities that support us and our people, is simply
the right thing to do. Our philosophy around community
support is that wherever possible, we are actively involved
and ensure that our support goes directly where it is
needed - ideally directly to individuals.
Auckland Rescue Helicopter Trust, New Zealand
2024 will mark Vulcan’s 20th anniversary of continued
support for the Auckland Rescue Helicopter Trust. For over 50
years, the life-saving Auckland Westpac Rescue Helicopter
service has assisted the greater Auckland, outer islands and
Coromandel communities. As one of New Zealand’s most
trusted charities and an essential medical service, we are
proud to support this lifesaving organisation.
Image credit: Auckland Rescue Helicopter Trust
1115
MISSIONS DURING 2022
54
RAPID RESPONSE
VEHICLE MISSIONS
60%
18%
22%
VULCAN.CO
35
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
34
Arts Centre Melbourne, Australia
The Arts Centre Melbourne (ACM) is the single feeder of
technical skills to the arts and theatre industry across
Australia. Vulcan has been supporting ACM since 2021 after
Melbourne’s vibrant arts and theatre industry was sadly
devastated by repeated COVID-19 waves, and extended lock
downs, and although the work force was highly casualised, it
did not attract government wage support like other sectors.
We support ACM through making an annual financial
contribution to their Registered Training Organisation
to ensure their Traineeship programme for Production
Technical Staff has the funding to continue. Each year this
donation goes directly towards the training of four talented
young individuals who are selected from a pool of several
hundred applicants following a comprehensive recruitment
process. Those individuals then undertake formalised
workplace-based training and assessment under the
guidance of technical trainers and skilled production
team mentors to achieve their Nationally Recognised
Qualifications.
This Traineeship programme provides training and
employment for young people and addresses an immediate,
ongoing need for skilled and qualified production staff to
work in Australia’s performing arts venues.
In a first for the programme this year, and highly reflective
of the current industry skills crisis, each trainee has also
been provided with the opportunity to learn more about
each other’s production departments (lighting, staging,
sound and vision). This is an important addition to the
programme to help bridge some of the knowledge gaps
across the production team and encourage a more
rounded, multi-skilled outcome, reflective of the wider
industry.
Over the past ten years Vulcan has also purchased
a significant number of artworks from the Arts Centre
Melbourne’s sponsored fine artists including sculptures,
paintings and photographs. The now extensive collection,
which has been collated over many years from these
talented young artists, is on exhibit across our Australian
offices.
Arts Centre Melbourne 2023 technical trainees.
From left to right; Joshua, Kara, Emma and Clara.
Halberg Youth Council sponsorship, New Zealand
The Halberg Youth Council is a group of 10 young leaders
from around New Zealand representing the voices of
physically disabled young people. Youth council members
are selected by the Halberg Foundation and are typically
part of the programme for two to three years in which time
they support the Halberg Foundation’s various programmes
throughout the country and are mentored around a wide
variety of valuable life and business skills. Youth Council
members range from young adults that are currently
working at university or in secondary school.
Vulcan has supported the Halberg Youth Council since
2017, helping in both a practical and financial manner to
assist the Halberg Youth Council in facilitating change and
encourage other young people with physical disabilities to
have more positive and inclusive experiences. We cover all
costs associated with bringing Council members together
biannually for one to two days of presentations and
discussions with business leaders and public servants from
around the country. Three members of Vulcan’s Leadership
Team, Paul Tomich, Shane Temata, and Amber Marshall
are actively involved with the Youth Council and personally
hold one of these presentation and discussion sessions
each year.
The profile of the Halberg Youth Council continues to grow.
In July 2023, they successfully gained another meeting with
Hon Grant Robertson (current Minister of Finance), Dame
Cindy Kiro (current Governor General) and other high-profile
people of influence in Wellington.
Vulcan understands the importance of championing the
voice of young leaders and with it, their ability to lead
change and shape a better, more inclusive future for all.
Through supporting The Halberg Youth Council, we hope to
empower the voices of their young leaders who are building
a pathway towards a brighter future.
Vulcan also provides work experience opportunities to
Youth Council members who wish to gain work experience
with Vulcan. In addition, over the years Vulcan has provided
several individual sponsorships to members who have
wished to gain further experience in specific areas, as well
as supporting with funding for various smaller causes run
by council members on an ad hoc basis.
VULCAN/ HALBERG YOUTH COUNCIL SCHOLARSHIP
To further assist on an individual level, in 2023 Vulcan
initiated an annual scholarship of $5,000 to be awarded
in February of each year to assist the chosen individual
with costs associated with successfully participating in
their chosen field, for example (but not limited to) sports,
education, trades, or the arts. The inaugural scholarship was
awarded to Guy Harrison who is hoping to represent New
Zealand in both swimming and golf in future Paralympics.
Guy intends to use this scholarship for trying to become
the first New Zealander to travel around on the European
Disabled Golf Association Circuit with the aim to play the
big events alongside the European Tour.
I believe in the importance of
sport and recreation which
helps with personal overall
health, especially for those of
us growing up and living with
a physical disability.
Guy Harrison
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
3637
Our environmental footprint
We are dedicated to ensuring a better tomorrow.
We take seriously the risks and opportunities posed
by climate change and as a value-added processor
and distributor of steel, we are committed to making
incremental and ongoing improvements to minimise
the negative impacts and maximise the positive
impacts we have on our environment.
We also endeavour to influence positive change wherever
possible within our supply chain. Some of the initiatives we
are actively engaged with include expanding our sites that
run on solar, transitioning to a hybrid car fleet, trialling our
first fully electric truck, and monitoring the progress around
and suppliers of green steel.
Measuring our carbon emissions
We are committed to minimising the impact our business
activities have on the environment. We produce an internal
annual greenhouse gas (GHG) emissions inventory report
to measure our emissions and take accountability for our
carbon footprint. The annual report is completed with the
support of sustainability specialists. Including our acquired
Aluminium business, our FY23 inventory report estimated
that approximately 13,963 tonnes of CO2 for Scope 1 and 2
was a complete and accurate representation of the GHG
emissions directly resulting from our operations within our
defined scope and boundaries for the 12-months to 30
June 2023.
Deloitte undertake assurance work over our annual
GHG emissions inventory report. For Scope 1 and Scope 2
emissions we obtain reasonable assurance, and for Scope
3 we obtain limited assurance.
We are committed to better understanding and ultimately
improving our operational performance with respect to
carbon emissions. Where possible, we are committed to
supporting our suppliers in the trial and implementation
of green steel solutions. Continual improvement plans will
be made and reviewed annually based around our annual
GHG emission report findings.
Emissions per unit of activity (unless otherwise stated) FY23 FY22 Percent YoY
Revenue NZ$m 1,245 972 28%
Sales volume (000 tonnes) 251 263 -4%
Scope 1, 2 kgs of emissions per sales tonne 55.5 34.8 60%
Scope 3 kgs of emissions per sales tonne 8 6.9 107.9 -20%
Scope 1, 2 tonnes of emissions per million dollars of revenue 11.2 9.4 19%
Scope 3 tonnes of emissions per million dollars of revenue 17.5 29.2 -40%
Vulcan greenhouse gas inventory
Inclusions FY23 Tonnes CO
2
Percent FY22 Tonnes CO
2
Percent Percent YoY
Scope 1 6,400 18% 4,283 12%49%
Scope 2 7,563 21% 4,881 13%55%
Scope 1 and 2 Total 13,963 39% 9,164 24%52%
Scope 3 21,836 61% 28,402 76%-23%
Scope 1, 2 and 3 Total 35,799 100% 37,566 100%-5%
GREENHOUSE GAS EMISSIONS SCOPE 1 AND 2
(TONNES CO
2
)
GREENHOUSE GAS EMISSIONS
COMPOSITION FY23
0
2000
4000
6000
8000
10000
12000
14000
16000
FY23FY22
From business aquiredPre-existing business
5.8
S
C
O
P
E
3
S
C
O
P
E
2
S
C
O
P
E
1
Excluding the Aluminium business (Ullrich acquisition), Vulcan’s scope 1 and 2 emissions reduced by 737 tonnes
or 8%. This is predominantly driven by the reduction in Scope 2 electricity emissions which is a combination of
our efforts around solar transition on more sites, new and more efficient processing machines and volume.
VULCAN.CO
39
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
38
EV truck trial
In July 2022, we commenced the trial of our first electric
truck, a Fuso E-Canter, which is used two to three times
a week for in-region deliveries. While this trial is ongoing,
the primary limiting factor that has been identified is
range. The Fuso E-Canter has an average range of 120kms.
However, a typical range required is 150kms. Since initiating
this trial, there is now an alternative electric truck available
with an average range of 170kms. This is currently being
investigated further as this increased range could make an
electric truck a viable ongoing solution for all in-region runs.
Environmentally efficient trucks
Our truck fleet is kept up-to-date with the latest vehicles
to ensure they are as safe, efficient and comfortable as
possible. By continuing to upgrade our fleet, we are keeping
emissions as low as possible while we continue to explore
alternative options, such as electric and hydrogen, as they
become available. As we replace and refresh our truck fleet,
all new vehicles will be Euro 6 compliant, if available and fit
for purpose. Additional initiatives to keep emissions as low
as possible include optimal route planning and ensuring
trucks are carrying full loads to reduce multiple journeys.
Biodiesel
We are advocates for moving to biodiesel where available.
Owning our own trucking fleet gives us the ability to
encourage, or where appropriate mandate, the adoption
of greener fuel options such as biodiesel.
Transitioning to solar
With most of Australia’s electricity generated from non-
renewable resources, our solar strategy to date has been
centred around prioritising the transition of our Australian
sites to solar. As of June 2023, seven of our 18 Australian sites
(prior to Aluminium acquisition) have been transitioned to
solar, with an additional two Australian sites due to be
transitioned to solar by the end of 2023. We are reviewing
the viability of the remainder of our sites in Australia for
solar deployment.
In comparison, 84% of New Zealand’s electricity is from
renewable sources (New Zealand Ministry of Business
Innovation and Employment, 2020), therefore our solar
strategy in New Zealand has been based around
transitioning our largest sites where weather patterns are
sufficiently dependable to rely on solar power generation.
In January 2022, we transitioned our first New Zealand site
to solar (Stainless Steel Auckland), which has reduced their
total energy consumption from the grid by one third. In
December 2022, we completed our second New Zealand
solar site at our Plate Auckland facility, and we are currently
reviewing the solar viability for other New Zealand sites.
While we will continue to assess the viability of transitioning
the remainder of our New Zealand sites, many of our
locations have minimal power consumption or are prone to
variable weather conditions which make the production of
solar energy more variable.
Hybrid company car fleet
In 2020, we commenced the introduction of hybrid vehicles
(Hybrids) into our sales rep fleets across New Zealand and
Australia. COVID-19 and the associated supply chain and
delivery issues significantly slowed our anticipated uptake
of Hybrids; however, we have continued to transition our
fleets, in line with availability, across New Zealand and
Australia. To date, we have successfully transitioned 50%
of our fleet (Vulcan company cars excluding Aluminium)
to Hybrids where a hybrid solution exists for the vehicle
type required. A key focus over the coming 12 months is
to include our newly acquired Aluminium division in this
initiative, replacing vehicles with Hybrids as they come
up for renewal.
Hybrids are widely considered to be up to 30% more fuel
efficient per mile than conventional fuel-powered vehicles,
and while we believe that hybrids are currently the most
appropriate form of low emission transport for our sales
fleet, we will continue to analyse and trial alternative
options that could be viable, lower emission solutions.
AUSTRALIA
(at June 2023)
Current total fleet size 81
Hybrid vehicles (31% of fleet) 25
NEW ZEALAND
(at June 2023)
Current total fleet size 63
Hybrid vehicles (33% of fleet)* 21
* Numbers exclude Ullrich company cars which will be transitioned over time.
While the options for
commercially viable
long-range, fully electric
heavy class trucks are
limited at present, our
commercial trial of a
lighter class electric truck
for in-region product
delivery is one of several
initiatives underway to
reduce the overall
emissions footprint in our
business over time. As an
intermediary between
steel producers and our
customers, we want to
play our part in the
overall industry efforts to
reduce emissions in the
whole supply chain.
Rhys Jones - MD and CEO
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
4041
We have several policies in place that outline our
procurement philosophies and practices, which include
our Modern Slavery Statement, Environmental Policy,
Human Rights Policy, Procurement Policy, and Supplier
Code of Conduct.
Modern Slavery Statement
We have a zero-tolerance policy for human rights violations
including modern slavery practices. Our Modern Slavery
Statement outlines our commitment to identify and address
the risks of modern slavery practices in our operations and
supply chain. With a company culture proudly centred
around safe and enjoyable workplaces, ensuring modern
slavery practices are not present in our operations or supply
chain is of the highest priority.
We are committed to thoroughly assessing modern
slavery risks within our business, ensuring confidence
to shareholders and stakeholders that modern slavery
practices are not present. We assess and report risks on an
annual and ongoing basis and recognise that tackling the
risk of modern slavery in supply chains will take ongoing
commitment, time and resources and requires awareness
and education of all stakeholders.
In 2022, following our aluminium acquisition, our Modern
Slavery Statement was revised to encompass this division.
In the past 12 months we have also engaged a third party to
conduct a comprehensive desktop audit of our suppliers in
relation to modern slavery. High risk suppliers were identified
and given a risk score. These suppliers will be closely
monitored and reassessed on an ongoing basis.
Procurement Policy
Our Procurement Policy outlines our commitment
to balancing economic, social and environmental
considerations throughout the procurement process.
We are committed to acting fairly, honestly and ethically
and seek to engage with suppliers who share in our
values. We are aligned to high quality suppliers, driving
partnerships with long term objectives, including that of
reducing total carbon emissions.
Two of our suppliers, BlueScope and JFE Steel, have been
listed in Worldsteel Association’s Sustainability Champions
Programme as two of the world’s top 10 sustainable steel
companies, being recognised as clearly demonstrating
their commitment to sustainable development.
Supplier Code of Conduct
At Vulcan, we aim to build long term, trusted partnerships
with our suppliers. We intend to prosper together by
supporting continuous improvement and maintain regular,
clear and open conversation with suppliers to encourage
transparency. We believe that all people have the right to
safe, healthy, fair, honest, non-discriminatory and free places
of work, and that all businesses should consider their impact
on society and the environment. Our Supplier Code of
Conduct outlines the minimum expectations and behaviours
for doing business with Vulcan, with the intention to ensure
alignment across basic, fundamental human rights, labour,
environment and anti-corruption principles.
Our Supplier Code of Conduct is written in line with the Ten
Principles of the United Nations Global Compact.
Supplier engagement
We recognise that the extraction, processing,
and manufacturing of metals can have significant
environmental and social impacts. As processors
and distributors of steel and aluminium products,
we are acutely aware of the role we play in identifying
these impacts within our value chain and actively
partnering with suppliers who are passionate about
incremental and ongoing impact reduction.
Two of our suppliers,
BlueScope and JFE Steel,
have been listed in Worldsteel
Association’s Sustainability
Champions Programme
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
42
VULCAN.CO
43
Steel
LOCALLY SOURCED
We currently purchase up to 85% of our carbon steel
locally, reducing the carbon emissions that can be linked
to importing. One of our local partners has announced
the commissioning of an electric arc furnace, targeting by
2025 a carbon emissions reduction of 90%. We are actively
engaging our overseas suppliers to understand and
document their carbon reduction goals and initiatives.
ENVIRONMENTAL PRODUCT DECLARATIONS
Overseas mills are starting to develop Environmental Product
Declarations (EPDs) which are independently verified and
registered documents that communicate transparent
and comparable data and other relevant environmental
information about the life-cycle environmental impact
of a product. EPDs include multiple datasets such as
resource consumption of energy, water and renewable
resources, and emissions to air, water and soil. This data is
aggregated using multiple environmental impacts including
contributions to climate change (carbon footprint), air, water
and soil pollution and resource depletion. As EPDs become
an industry standard and more countries mandate them,
it will become significantly easier to identify mills with the
lowest impact and highest appetite for change
.
LOWER CARBON MILLS
We are progressively identifying mills that are investing in
electric arc furnaces, switching from raw material inputs
feeding blast furnaces to scrap steel. This, along with
understanding mill energy sources, will enable us to make
environmentally sound sourcing decisions. Countries
around the world have numerous carbon reduction
initiatives. We will keep informed on these and align
sourcing strategies accordingly.
One of our international suppliers has invested extensively
in solar and is trialling the use of renewable energies such
as wind and biofuel.
Engineering steel
LOCAL SOURCING STRATEGY AND LOWER CARBON INITIATIVES
To reduce the carbon emissions of our engineering
steel, we have a local sourcing strategy where we buy
locally wherever commercially possible. One third of our
engineering steel is purchased locally through a mill and
processor in Newcastle, Australia. This mill is leading the
way with lower carbon initiatives, working in partnership
with industry groups to maximise their electricity efficiency.
They have implemented several initiatives such as
modelling their production time around the lowest peak use
periods.
The remaining supply of our engineering steel is
currently imported. We have strong relationships with our
international mills, and we continue to work alongside them
to understand targets and initiatives aligned to that of
Vulcan.
Stainless steel
CULTIVATING RELATIONSHIPS WITH MILLS
Our stainless steel is imported in its entirety from overseas
as there are no local suppliers. While we are actively
working to obtain information about our suppliers’
environmental initiatives, goals and carbon footprints, this is
more challenging than our other divisions due to stainless’
significantly longer supply chain. We primarily deal with
stainless steel traders; however, it is always our intention to
simultaneously build relationships directly with our mills to
understand their values and practices. This is something we
will continue to do and aim to make significant progress on
over the coming 12 months.
Aluminium
EXCLUSIVE LOCAL SOURCING
To reduce the carbon emissions of our aluminium products,
we have made the business decision to exclusively
source aluminium billet locally from New Zealand and
Australia, respectively. In addition, we actively choose
to buy aluminium billet from the smelters closest to our
extrusion sites. This ensures that carbon emissions from
transportation are kept as low as possible. As we are in
control of our own extrusion sites, we are exploring several
initiatives to reduce our footprint around aluminium. Over
the past 12 months we have conducted a complete energy
review and an energy efficiency audit to understand the
areas where we can have the greatest impact.
WORLD’S LOWEST CARBON BILLET
Our New Zealand extrusion site is supplied with billet that
has one of the lowest carbon emissions in the world. The
billet is smelted in NZ and is powered by hydroelectricity,
placing us in a strong position as customers become
increasingly invested in lower carbon products.
Progress on sustainable steel solutions
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
4445
Board of Directors
During the FY23 reporting period, Adrian Casey was appointed to the Vulcan Board and Peter Wells (Vulcan’s founder) and Pip
Greenwood resigned their directorships. The timing of the changes in Directors is set out below:
1 July 2022 to 12 September 202213 September 2022 to 20 October 202221 October 2022 to 30 June 2023
Russell Chenu (Chair)Russell Chenu (Chair)Russell Chenu (Chair)
Rhys Jones (MD and CEO)Rhys Jones (MD and CEO)Rhys Jones (MD and CEO)
Peter WellsPeter WellsWayne Boyd
Wayne BoydWayne BoydBart de Haan
Bart de HaanBart de HaanCarolyn Steele
Pip GreenwoodPip GreenwoodAdrian Casey
Carolyn SteeleCarolyn Steele
Adrian Casey
Adrian Casey was elected, and Wayne Boyd and Russell Chenu were re-elected, as Directors by Vulcan Shareholders at the
ASM on 20 October 2022.
Vulcan has an experienced Board. The tenure, experience and qualifications of Vulcan’s current Directors is noted below:
The Board is committed to maximising performance,
generating appropriate levels of shareholder value and
financial return, and sustaining the growth and success
of Vulcan. In conducting Vulcan’s business with these
objectives, the Board seeks to ensure that Vulcan is properly
managed to protect and enhance shareholder interests,
and that Vulcan and its personnel and representatives
operate in an appropriate environment, and maintain high
standards, of corporate governance. The Board has created
a framework for managing Vulcan, including adopting
relevant internal controls, risk management processes
and corporate governance policies and practices which it
believes are appropriate for Vulcan’s business and which
are designed to promote the responsible management
and conduct of Vulcan.
Vulcan is primary listed on the ASX and has a secondary
listing on the NZX as a foreign exempt issuer. Vulcan’s
corporate governance policies and practices have been
developed with regard to the recommendations set by
the ASX Corporate Governance Council in its Corporate
Governance Principles and Recommendations (fourth
Edition) and the NZX Corporate Governance Code (dated
1 April 2023).
Vulcan has a dedicated investor website which contains
copies of Vulcan’s annual reports and financial statements
(including this FY23 Annual Report), all announcements
made to ASX and NZX, notice of shareholder meetings, key
dates for investors and its corporate governance practices
and policies. The investor website can be found at:
https://investors.vulcan.co/
Our governance philosophy
The Board is committed to maximising performance,
generating appropriate levels of shareholder value and
financial return, and sustaining the growth and success
of Vulcan.
DirectorDate appointedTenure in years (at 29 August 2023)
Russell Chenu (Chair)18 June 20212
Rhys Jones (MD and CEO)5 September 200616
Wayne Boyd2 June 199528
Adrian Casey13 September 202211 months*
Bart de Haan21 September 20157
Carolyn Steele16 August 20212
* Adrian was also previously a director of VSL from 24 May 2001 to 31 December 2015.
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
4647
Russell Chenu
CHAIR AND INDEPENDENT
NON-EXECUTIVE DIRECTOR
Russell has significant
experience across the
corporate sector, having
held senior management
roles in several ASX-listed
companies, including
building products companies
such as James Hardie,
where he was Chief Financial
Officer for 10 years until
2013. In a number of these
roles, Russell was engaged
in significant strategic
business planning and
business change, including
several turnarounds, new
market expansions and
management leadership
initiatives.
Russell currently serves
as a director of Reliance
Worldwide Corp (ASX:
RWC) (where he is the
Chair of the Audit and Risk
Committee and member
of the Nomination and
Remuneration Committee)
and also CIMIC Group
(previously listed on ASX).
He was a director of Metro
Performance Glass and
James Hardie.
Russell holds a Bachelor
of Commerce degree
from the University of
Melbourne, a Masters of
Business Administration
from Macquarie Graduate
School of Management
and is a Member of the
Society of Certified Practising
Accountants (Australia).
Member of Audit and Risk
Management Committee
Member of People and
Remuneration Committee
Rhys Jones
MANAGING DIRECTOR AND
CHIEF EXECUTIVE OFFICER
Rhys joined Vulcan in 2006
as an executive director,
and has been Vulcan’s
Managing Director and Chief
Executive Officer since 2011.
Prior to Vulcan, Rhys held
several management
positions within the steel
industry (including as
an executive of Fletcher
EasySteel NZ and General
Manager/Chief Executive
Officer of Pacific Steel
and Wiremakers) and
was formerly the Chief
Operating Officer of Carter
Holt Harvey’s Pulp, Paper,
Packaging and New
Ventures division.
Rhys currently serves
as a director of Ridley
Corporation (ASX: RIC).
He was a director of Metro
Performance Glass (NZX:
MPG; ASX: MPP) until 24 July
2023.
Adrian Casey
EXECUTIVE DIRECTOR AND
CHIEF OPERATING OFFICER
Adrian re-joined the Vulcan
Board in September 2022,
having previously been a
director for over 14 years
(from May 2001 to December
2015).
Adrian has significant
experience in the steel sector
in Australia and New Zealand,
having worked in that sector
for over 40 years. He held
management positions in
a major New Zealand steel
distribution operation before
leaving to build his own
downstream steel operation
which he then successfully
merged with Vulcan in 1998.
As Vulcan’s Chief Operating
Officer, Adrian has
responsibilities for overall
Group procurement as well
as leading Vulcan’s steel
business in New Zealand
and the integration of the
aluminium business following
the acquisition in August
2022.
Wayne Boyd
NON-EXECUTIVE
DIRECTOR
Wayne has been a director
of Vulcan since Vulcan’s
inception.
Wayne has extensive
experience in law,
investment banking
and governance. In his
governance roles, Wayne
has been the Chair of
publicly listed companies
(Auckland International
Airport, Freightways,
Shotover Jet and Telecom
New Zealand), private
companies (including
Ngai Tahu Holdings and
Meridian Energy) and
non-for-profit organisations
(Halberg Foundation, New
Zealand Blood Service and
the New Zealand Hockey
Foundation).
Wayne holds a Bachelor of
Laws (Honours) from the
University of Auckland.
Member of the People and
Remuneration Committee
Carolyn Steele
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Carolyn’s considerable
experience relates to
capital markets, mergers
and acquisitions and
investment management.
Carolyn is also a director of
Property For Industry Limited
(NZX:PFI), Green Cross Health
(NZX: GXH), Oriens Capital
GP 2 and WEL Networks,
and is currently Chair of
the Halberg Foundation.
Carolyn has previously
served as a director for
Datacom, Metlifecare
and Tuatahi First Fibre.
In an executive capacity,
Carolyn was Portfolio
Manager at Guardians
of New Zealand
Superannuation (the
Crown entity that
manages the New Zealand
Superannuation Fund)
and prior to that spent
10 years in investment
banking at Credit Suisse
and Forsyth Barr.
Carolyn holds a Bachelor
of Management Studies
(Honours) from the
University of Waikato.
Chair of the Audit and Risk
Management Committee
Member of People and
Remuneration Committee
Bart de Haan
INDEPENDENT NON-
EXECUTIVE DIRECTOR
Bart is an experienced
strategy consultant,
having worked with senior
management and boards
of top 50 companies in
Australia, the United States,
and Holland scanning
across numerous sectors
(including energy, transport,
resources and building
products).
Bart co-founded the
boutique strategy
consulting firms Pacific
Strategy Partners and
Australian Consulting
Partners in Australia. Prior to
that, he was a partner at A.T.
Kearney and a consultant
at Boston Consulting Group.
Bart has previously worked
as an advisor at Deloitte
and has held several
directorships in venture
capital and early-stage
businesses.
Bart holds a Bachelor of
Arts in Sociology from the
University of Tilburg and
a Masters of Business
Administration from New
York University.
Chair of the People and
Remuneration Committee
Member of Audit and Risk
Management Committee
Sarah-Jane Lawson
COMPANY SECRETARY
Sarah-Jane joined Vulcan
as Company Secretary in
March 2022.
Prior to joining Vulcan,
Sarah-Jane was a Special
Counsel in the corporate
and commercial team at law
firm, Hudson Gavin Martin,
and also worked at Coca-
Cola Amatil and Bell Gully.
Sarah-Jane holds a Bachelor
of Laws (Honours) and
Bachelor of Commerce
(Accounting) from the
University of Auckland, and
holds a New Zealand Law
Society practising certificate.
Our Board of Directors
Company Secretary
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
4849
Directors’ meetings and interests
BOARD AND COMMITTEE MEETINGS
The number of Board and Board Committee meetings held, and the number attended by each of the Directors of Vulcan,
during the FY23 reporting period are listed below.
For Board Committee meetings there is standing invitation to any Directors who are not members of that Board Committee to
attend and observe such Committee’s meetings, and some Directors do attend from time to time. The above table only reflects
attendance at Committee meetings by those Directors who are members of the relevant Committees.
DISCLOSURE OF INTERESTS BY DIRECTORS
During FY23, the current directors of Vulcan:
• made such disclosures of share dealings (under section 148 of the Companies Act) and general interest disclosures
(under section 140(2) of the Companies Act) as set out in the table below;
• authorised particulars relating to remuneration and other benefits (under section 161 of the Companies Act) are disclosed
in the sections in the Remuneration Report headed “Executive remuneration framework” for Rhys Jones and Adrian Casey,
and “Non-executive director remuneration” for the other four directors;
• authorised the following particulars to be entered into the interest register for each director (in accordance with section
162 of the Companies Act);
• made no disclosures of interests in transactions (under section 140(1) of the Companies Act); and
• made no interest register entries in respect of disclosure or use of company information (under section 145 of the
Companies Act).
Audit & Risk
Management
Committee
total
People &
Remuneration
Committee
totalBoard total
Current directors
Wayne Boyd11/11-5/5
Adrian Casey
1
7/7--
Russell Chenu11/115/55/5
Bart de Haan
2
11/113/35/5
Rhys Jones11/11 - -
Carolyn Steele
3
11/115/54/4
Previous directors
Peter Wells
4
5/52/2-
Pip Greenwood
5
5/52/2-
Share dealings
under section 148
General notice
under section 140(2)
Wayne BoydNil – all 7,303,688 shares are subject to voluntary
escrow until 29 August 2023 (see page 59 of this
Report)
Investor in three property syndicates where
a Vulcan group company is a tenant.
In New Zealand:
• Plasma Investments Limited – Wayne is
a director of one of its shareholders, Partitio
Trustee Limited.
• Texas Properties Limited – Wayne is a director
of one of its shareholders, Partitio Trustee
Limited.
In Australia:
• Tri-Nation Investments Pty Ltd - Shareholder.
Adrian CaseyNil – all 5,870,711 shares are subject to voluntary
escrow until 29 August 2023 (see page 59 of this
Report)
Investor in four property syndicates where
a Vulcan group company is a tenant.
• Palmerston North Investments Limited - Adrian
is a shareholder (and previously was
a director to 29 April 2023).
• Plasma Investments Limited - Adrian is
a shareholder (and previously was
a director to 29 April 2023).
• Pounamu Investments Limited - Adrian is
a shareholder.
• Texas Properties Limited – Adrian is a
shareholder (and previously was a director
to 29 April 2023).
Russell ChenuNil• CIMIC Group Limited - Independent non-
executive director and member of the Ethics,
Compliance and Sustainability Committee.
Previously was Chair of the Audit and Risk
Committee and member of the Remuneration
and Nomination Committee until those
committees were disestablished on 10 October
2022.
• Reliance Worldwide Corporation Limited
(ASX:RWC) - independent non-executive
director, Chair of the Audit and Risk Committee
and since 3 August 2022 has been a member
of the Nomination and Remuneration
Committee.
• Scappino Pty Limited – Director.
Bart de HaanNil-
Rhys JonesNil – all 4,718,000 shares are subject to voluntary
escrow until 29 August 2023 (see page 59 of this
Report)
• Ridley Corporation Limited (ASX: RIC) – Director
• Ceased to be a director of Metro Performance
Glass Limited (NZX: MPG; ASX: MPP) on 24 July
2023
Carolyn Steele
Acquisition of 4,000 ordinary shares on 5
September 2022 - disclosure on 7 September
2022
• Halberg Foundation – Chair.
• Property for Industry (NZX:PFI) – Director
(appointed on 15 August 2022).
• Green Cross Health Limited (NZX: GXH)
- Director
• WEL Networks Limited – Director.
• Oriens Capital GP2 Limited - Director.
• Forsyth Barr Limited – Shareholder.
• Ceased to be a director of First Fibre Bidco
NZ Limited, Tuatahi First Fibre Limited and UFF
Holdings Limited on 28 July 2022.
1. Adrian was appointed as a director by the Board on 13 September 2022 and elected by the shareholders on 20 October 2022.
2. Bart joined the Audit and Risk Management Committee from 20 October 2022.
3. Carolyn joined the People and Remuneration Committee from 20 October 2022.
4. Peter resigned as a director effective from 20 October 2022.
5. Pip resigned as a director effective from 20 October 2022.
VULCAN.CO
51
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
50
Rhys Jones
MANAGING DIRECTOR AND
CHIEF EXECUTIVE OFFICER
Rhys joined Vulcan in 2006 as an
executive director, and has been
Vulcan’s Managing Director and
Chief Executive Officer since 2011.
Prior to Vulcan, Rhys held several
management positions within
the steel industry (including as
an executive of Fletcher EasySteel
NZ and General Manager/Chief
Executive Officer of Pacific Steel and
Wiremakers) and was formerly the
Chief Operating Officer of Carter Holt
Harvey’s Pulp, Paper, Packaging and
New Ventures division.
Rhys holds a Bachelor of Science
from Victoria University of Wellington,
and a Bachelor of Business Studies
with first class honours and a
Masters in Business Studies by thesis,
both of which are from Massey
University.
Kar Yue Yeo
CHIEF FINANCIAL OFFICER
As Vulcan’s Chief Financial Officer,
Kar Yue leads Vulcan’s finance
and accounting teams, which
includes being responsible for
Vulcan’s financial strategy, reporting,
budgeting and forecasting.
Prior to joining Vulcan, Kar Yue
worked as an adviser to several
publicly listed and private
businesses and as an equity
research analyst covering a range
of industrial sectors including steel
at Jarden, Citigroup and Deutsche
Morgan Grenfell across New
Zealand, Australia and Asia.
Kar Yue holds a Bachelor of
Commerce and Administration from
Victoria University of Wellington.
Adrian Casey
CHIEF OPERATING OFFICER
Adrian has significant experience
in the steel sector in Australia and
New Zealand, having worked in that
sector for over 40 years. He held
management positions in a major
New Zealand steel distribution
operation before leaving to build his
own downstream steel operation
which he then successfully merged
with Vulcan in 1998.
As Vulcan’s Chief Operating Officer,
Adrian has responsibilities for overall
Group procurement as well as
leading Vulcan’s steel business in
New Zealand and the integration
of the Ullrich Aluminium business.
In addition, Adrian has had various
oversight roles across Vulcan’s
business units during his tenure with
Vulcan, including successfully leading
Vulcan’s entry into the Melbourne
market in 2002.
Adrian holds a New Zealand
Certificate in Quantity Surveying
from the Christchurch Polytechnic,
and completed the Advanced
Management Program from the
Wharton Business School of the
University of Pennsylvania.
James Wells
CHIEF INFORMATION OFFICER
James leads Vulcan’s IT team,
having documented, designed
and managed the development of
Vulcan’s fit-for-purpose IT software.
Since 2012 he has also been
responsible for innovation, health
and safety, brand and marketing
and capital expenditure at Vulcan.
Prior to joining Vulcan in 2004,
James consulted to Vulcan, whilst
competing in professional sport.
James has completed courses
in innovative technologies,
business process modelling
and object-oriented analysis.
Helene Deschamps
LEADERSHIP DEVELOPMENT
Helene facilitates Vulcan’s leadership
development programmes for
Vulcan’s executive board and senior
management teams.
Helene is an ICF-accredited
leadership coach, and also a
Managing Director (Executive and
Leadership Coach) at ChangingNow.
Previously, Helene held senior
positions with global and New
Zealand organisations (including
Capgemini and Carter Holt Harvey),
with a focus on shaping behaviour
and culture to achieve the desired
performance outcome.
Helene holds a Bachelor of Arts in
Political Sciences from SciencesPo
Paris, a Masters of Business
Administration from Cape Town
University (South Africa), and an
Evidence Based Coaching Master
Certificate from Fielding University
(Santa Barbara, USA).
Our Leadership Team
Matthew Lee
AUSTRALIAN LEADER
Matthew leads Vulcan’s
procurement activity in Australia,
having joined Vulcan in 2017.
Prior to Vulcan, Matthew held
procurement and manufacturing
managerial roles in the packaging
industry, including at Pro-Pac
Packaging Group, San Miguel
Yamamura Australasia and
International Purchasing Manager
at Cospak.
Matthew holds a Bachelor of
Science from the University of New
South Wales, a Graduate Diploma
in Applied Science from The
University of Tasmania, a Master of
Management from the University of
Wollongong and a Certificate IV in
Work Health and Safety
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
5253
Bradley Childs
AUSTRALIAN LEADER
Bradley has been with Vulcan for
almost five years and leads Vulcan’s
Australian distribution business.
Prior to Vulcan, Bradley has held
a number of senior management
roles in both Australia and Europe,
with PACT Group, VISY and Newell
Rubbermaid. These roles have
encompassed, research and
development, technical sales, profit
and loss and general management.
Bradley holds a PhD (Chemistry)
and BSc (Hons, Chemistry) from
the University of New South
Wales, together with a Masters of
Organisational Leadership from
Monash University.
Ken Collin
AUSTRALIAN LEADER
Ken is responsible for Vulcan’s
aluminium operations in Australia
(which were acquired through the
acquisition of Ullrich Aluminium in
August 2022).
Ken was previously responsible for
Vulcan’s Sales Force Effectiveness
across Australia and from 2015 to
2021 he led Vulcan’s steel distribution
business in New Zealand.
He has senior experience at Carter
Holt Harvey in Packaging and
Pulp & Paper, and has consulting
experience in strategy and change
projects across Australia, New
Zealand and South East Asia.
He also worked in the FMCG industry
in sales roles at Procter & Gamble,
Lion Nathan and South African
Breweries.
Ken holds a Bachelor of Arts from
the University of New South Wales
(majoring in History and Political
Science).
Richard Love
AUSTRALIAN LEADER
Richard leads Vulcan’s Engineering
Steel business in Australia.
With over 20 years of experience
in the metals industry across the
country from manufacturing to
warehousing and distribution,
Richard’s industrial distribution
background has specialised in
supply to the mining and
manufacturing industries. Richard
has held operational, procurement
and sales based positions as well
as site and business unit leadership.
Richard has completed courses in
People & Performance Leadership, as
well as Strategic Sales Performance.
Our Leadership Team
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
54
VULCAN.CO
55
Risk management at Vulcan
The philosophy of risk management within Vulcan is based on the premise that major risk factors which could negatively impact
stakeholders – whether shareholder, supplier, customer, employee, community, environment - will be identified, monitored and
mitigated. Material risks will be transparently analysed, quantified and understood within a wider stakeholder perspective to
ensure Vulcan acts in a manner which is consistent with Vulcan’s core “principles and ethos” (which are Vulcan’s guiding values
and are set out at pages 24 and 25 of this Annual Report).
At Vulcan, the Leadership Team are responsible for establishing Vulcan’s risk management framework, including identifying
major risk areas and establishing policies and processes to identify, monitor and manage these risks. In addition, it is part of
Vulcan’s culture that each employee is responsible for identifying and managing risks relating to their workplace.
The Board is responsible for overseeing Vulcan’s risk management framework, as well as disclosing any material exposure to
environmental and/or social risks and how those risks will be managed. The ARMC is responsible for monitoring and reviewing
the risk management framework, major risk areas and policies and processes in consultation with management.
Set out in the table below are:
• a summary of some of the material business risks which Vulcan considers could impact Vulcan’s ability to achieve its business
objectives and/or its desired financial results and financial position; and
• the mitigation strategy that Vulcan’s Leadership Team has put in place to mitigate each of those risks.
The risks identified in the table are listed in no particular order and do not provide an exhaustive list of the risks that Vulcan
has identified.
Shareholders
The following information is provided in compliance with:
• Rule 4.10 of the ASX Listing Rules and where noted is current as at 31 July 2023 (Disclosure Date) (such date being after
Vulcan’s FY23 balance date of 30 June 2023 and not more than six weeks before the date of this Annual Report, being 29
August 2023); and
• section 293 of the FMC Act and where noted is current as at 30 June 2023 (being Vulcan’s balance date) (Balance Date).
ORDINARY SHARES
As at the Balance Date and the Disclosure Date, Vulcan had 131,408,572 fully-paid ordinary shares on issue.
Vulcan has not issued any other classes of shares.
STOCK EXCHANGE LISTINGS
Since 4 November 2021, Vulcan’s ordinary shares have been listed on the Official List of ASX (ticker code VSL) and on the
NZX Main Board as a foreign exempt issuer (ticker code VSL).
As a foreign exempt issuer on the NZX Main Board, Vulcan must comply with the ASX Listing Rules (other than as waived
by ASX) but does not need to comply with the vast majority of the NZX Listing Rules (including those NZX Listing Rules on
continuous disclosure, periodic reporting, shareholder approval of share issuances, escrow, transactions with persons of
influence and significant transactions). Vulcan does need to comply with the rules specified in NZX Listing Rule 1.7.2, which
are relatively procedural in nature.
VOTING RIGHTS OF ORDINARY SHARES
Each fully-paid ordinary share confers on the holder the right to one vote at a meeting of the company on any resolution
when a poll is called. Where voting is by show of hands or by voice then every Shareholder present in person (or by
representative) has one vote. Voting rights are set out in clauses 3.1(a) and 19.7 of Vulcan’s Constitution (which was adopted
on listing).
Distribution of Shareholders
As at the Disclosure Date, the distribution of Shareholders holding Vulcan’s 131,408,572 ordinary shares is as follows:
Risk descriptionMitigation strategyComments
Information technology (IT) failure
(including cyber)
Regular penetration tests. Top Microsoft Security
Systems. Robust tested backup
Vulcan continues to invest in and update its IT
systems to ensure it has a fit-for purpose and
reliable platforms that support Vulcan’s business
operations
Fail to maintain Vulcan’s principles and
ethos - Vulcan’s culture
Proper succession planning is key. Maintain an
egalitarian and title-less culture, offer leadership
training to staff to improve leadership skillset,
secondment programme for emerging leaders and
holiday internships
Accepting that people and culture intertwine
and that there is also a trade-off at times, Vulcan
accepts the risk of higher turnover and short-term
succession risks in order to preserve its culture
Competitive dynamics deteriorate Focus on customer service, especially in stock
availability and “Delivery-In-Full-On-Time (DIFOT)
level. Strong customer relationships. Active
processes to gain and retain customers
Vulcan continues to focus on maintaining
appropriate stock holdings to ensure high DIFOT
levels for customers continued whilst maintaining
an optimised level of working capital
Failure to achieve growth strategyOngoing strategic review from leadership team
and regular communication with unit managers on
progress. Ongoing channel checks on market and
operational dynamics
Good progress has been made during FY23 in
Vulcan’s organic growth initiatives which remains
an ongoing focus for the team (see “Ongoing
brownfield and greenfield initiatives” in the MD
and CEO Report). The completion of our aluminium
business acquisition in FY23 adds to the growth
opportunities through synergies available to Vulcan
Failure to meet financial performance
targets due to internal and external
factors including a downturn in
economies
Continue to grow active trading accounts (ATAs)
through economic cycle. Manage gross margin
and operating cost efficiency
Vulcan has carefully monitored financial
performance targets in the past financial year.
Vulcan lifted its ATAs in FY23 (compared with FY22)
and remains focused on segment and customer
selection to optimise the overall long-term return
to the business
Health and Safety riskRegular reminder and training of health and
safety practices. Review incidents and on-going
education. Driver training, speed monitoring,
camera on trucks, and a modern fleet and
maintenance programme. The use of an artificial
intelligence-assisted tool that help identifies high-
risk events across a range of workspaces including
back-of-trucks surroundings, the warehouse and
manufacturing sites
Sites are reviewed relative to standard formal
review criteria by internal senior peers every four
months and are independently reviewed by an
external party biennially
Key suppliers unable to fulfil supply for
a period
Partner supplier understanding and relationships.
Multi-mill supply strategy. Maintain contingent
supply through trader channels. Buffer stock
disciplines with several months stock on hand in
place
Reliability of supply in the right stock category
and specification is a key discipline at Vulcan that
enables the company to maintain its high service
level to its customers.
Category (size of shareholding)
Number of
Shareholders
Percentage of
Shareholders
Number of
ordinary shares
Percentage of
total ordinary shares
1 to 1,00078048.99%350,3690.27%
1,001 to 5,00053333.48%1,315,2971.00%
5,001 to 10,0001147.16%842,4950.64%
10,001 to 100,0001096.85%3,356,7202.55%
100,001 and over563.52%125,543,96195.54%
To ta l1,592100.00% 131,408,572100.00%
Risk managementShareholder information
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
5657
SUBSTANTIAL HOLDERS
According to substantial product holder notices given to Vulcan under the Corporations Act and the FMC Act and Vulcan’s
records, the following persons were substantial product holders in respect of the ordinary shares in Vulcan as at:
• Balance Date (such disclosure being required under section 293 of the FMC Act); and
• Disclosure Date (such disclosure being required under Rule 4.10.4 of the ASX Listing Rules).
VOLUNTARY ESCROW
A total of 36,428,438 ordinary shares in Vulcan are subject to escrow arrangements that were entered into on 4 November
2021 (being the date of Vulcan’s official quotation on ASX and NZX). These escrow restrictions end at 4:15pm Australian Eastern
Standard Time on 29 August 2023 (being the date that Vulcan’s full year results for FY23 are released to ASX and NZX).
The escrowed shares are held by five shareholders as set out below:
1. Request to trade made in accordance with Vulcan’s Securities Trading Policy.
2. Notice given under sections 277 and 278 of the FMC Act.
3. The ASX Listing Rules only require disclosures relating to substantial holding notices given to an entity, whereas the FMC Act requires disclosures relating to notices given to
an entity and an entity’s own records. This is why this disclosure (which is as at the Disclosure Date – as per the ASX Listing Rules) is for an earlier date than the disclosure
given as at the Balance Date (as per the FMC Act).
4. Notice given under section 671B of Corporations Act.
AS AT BALANCE DATEAS AT DISCLOSURE DATE
Substantial
holder giving
notice
Disclosure to
Vulcan or
Vulcan’s records
Number of ordinary
shares in Vulcan in
which a “relevant
interest” is held
Percentage of
total ordinary
shares
Disclosure to
Vulcan
Number of ordinary
shares in Vulcan in
which a “relevant
interest” is held
Percentage of
total ordinary
shares
Takutai LimitedSecurities Trading
Form dated
31 May 2022
1
and
ASX Appendix
3Y – Change of
Director’s Interest
Notice dated 31
May 2022
18,456,28914.04%NZX Notice of
Disclosure of
movement of 1% or
more dated
8 November 2021
2,3
18,416,03914.01%
Forsyth Barr Group
Limited, Forsyth
Barr Investment
Management Limited
and Octagon Asset
Management Limited
ASX Form 604 -
Notice of Change
of Interests of
Substantial Holder
dated 25 January
2023
4
7,923,2166.03%ASX Form 604 -
Notice of Change
of Interests of
Substantial Holder
dated 25 January
2023
4
7,923,2166.03%
Partitio Trustee LimitedNZX Notice of
Disclosure of
movement of 1%
or more dated 8
November 2021
2
7,303,6885.56%NZX Notice of
Disclosure of
movement of 1%
or more dated 8
November 2021
2
7,303,6885.56%
RankShareholder name
Number of
ordinary shares
Percentage of
total ordinary shares
11=Sentrust Cas Limited3,205,6692.44%
11=Sentrust Res Limited3,205,6692.44%
13Jenny Kam Ching Leung Lau3,069,3392.34%
14=
Brian James Hedge, Rosemary Anne Hedge and Stanley Neil Gollan3,069,3372.34%
14=Marion Jones, Warwick Nelson Jones and GL Bentley Jones Guardian Limited3,069,3372.34%
16Jana Paige Gousmett and Mark Brian Hastings
2,400,0001.83%
17=David Trevor Knight and Gaze Burt Trustees 20 Limited1,800,0001.37%
17=Michelle Andrea Knight and Gaze Burt Trustees 20 Limited1,800,0001.37%
19Brent Washington Smith aAnd Cornelis Jacobus Henrikis Witteman1,732,6691.32%
20Wilson Mckay Trustee Company (107111) Limited1,600,0021.22%
Total 20 largest shareholders’ shares108,889,87582.89%
Total shares on issue 131,408,572100.00%
On 10 August 2023, Mayoral Trust Limited as trustee of the Vulcan Continuity Trust filed a “beginning to have a substantial
holding notice” in Vulcan with ASX and NZX (in accordance with section 276 of the FMC Act). On that date, Mayoral Trust
Limited held 9,247,780 ordinary shares in Vulcan (being 7.04%).
20 LARGEST SHAREHOLDERS
As at the Disclosure Date, the 20 largest Shareholders on Vulcan’s share register held 82.89% of Vulcan’s issued ordinary shares.
Shareholder nameRelated partyEscrowed shares
Takutai Limited as trustee of the Takutai TrustPeter Wells (former director)18,416,039
1
Partitio Trustee Limited as trustee of the Aoraki Partnership TrustWayne Boyd (non-executive
director)
7,303,688
Adrian Casey, Henderika Casey and B.W.S Trustee Limited as trustees
of the Casey Family Trust
Adrian Casey (executive
director and Chief Operating
Officer)
5,870,711
Rhys Jones and Lorraine Susan Taylor as trustees of the Ellsar Trust Rhys Jones (Managing
Director and Chief Executive
Officer)
4,718,000
Kar Yue Yeo and Karin Won jointly
Kar Yue Yeo (Chief Financial
Officer)
120,000
1. Since entering into the escrow arrangements, Takutai Limited has traded in Vulcan shares (in accordance with Vulcan’s Securities Trading Policy). As at the Balance Date,
Takutai Limited held 18,456,289 ordinary shares, with only 18,416,039 ordinary shares being subject to the escrow restrictions.
RankShareholder name
Number of
ordinary shares
Percentage of
total ordinary shares
1Takutai Limited18,456,28914.04%
2
Citicorp Nominees Pty Limited16,955,60212.90%
3New Zealand Central Securities Depository Limited12,543,0429. 5 5 %
4Partitio Trustee Limited
7,303,6885.56%
5
Adrian John Casey, Henderika Fiona Casey and B.W.S Trustee Company
2012 Limited
5,870,7114.47%
6
Helen Cynthia Moore, Patrick James Moore and P J & H C Moore Trustee
Limited
5,400,0004.11%
7J P Morgan Nominees Australia Pty Limited4,779,8003.64%
8Rhys Jones and Lorraine Susan Taylor4,718,0003.59%
9HSBC Custody Nominees (Australia) Limited3,975,5953.03%
10Mayoral Trust Limited3,935,1262.99%
- Continued over
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
5859
MARKETABLE PARCELS
On the Disclosure Date, a marketable parcel of Vulcan’s shares was 65 ordinary shares (based on the closing price of AU$7.76
on Monday, 31 July 2023, being the Disclosure Date). Such a parcel of 65 ordinary shares would then have had a total value of
AU$504.40.
On the Disclosure Date, the number of shareholders holding less than a marketable parcel of 65 ordinary shares was 53, and
together those shareholders held 1,669 ordinary shares.
CURRENT ON-MARKET SHARE BUYBACKS
There is no current share buyback in the market.
OTHER MATTERS
There are no issues of securities that have been approved for the purposes of Item 7 of section 611 of the Corporations Act
and which have not yet been completed.
During the FY23 reporting period, there were no securities purchased on-market:
• under or for the purposes of an employee incentive scheme; or
• to satisfy the entitlements of the holders of options or other rights to acquire securities granted under an employee
incentive scheme.
Business
CORPORATE GOVERNANCE STATEMENT
Vulcan’s FY23 Corporate Governance Statement is available on Vulcan’s corporate governance page of Vulcan’s website at
www.investors.vulcan.co/investor-centre/?page=corporate-governance
All of Vulcan’s corporate governance policies can also be accessed via the same page.
DIVIDENDS
On 14 February 2023, an interim dividend (fully imputed, fully franked) of NZ$0.245 per share for the FY23 was declared by
Vulcan’s Board. The interim dividend was paid to eligible Shareholders on 6 April 2023.
On 29 August 2023, Vulcan’s Board declared a final dividend (fully franked, 44% imputed) for FY23 of NZ$0.305 per share.
It is intended that the final dividend will be paid to eligible Shareholders on 12 October 2023.
The Company does not have a dividend reinvestment plan.
EVENTS SUBSEQUENT TO REPORTING DATE
The Directors are not aware of any matter or circumstance that has occurred since the end of the reporting period that has
significantly affected or may significantly affect the operations of Vulcan, the results of those operations or the state of affairs
of Vulcan in subsequent financial reporting periods which has not been covered in this Annual Report.
IMAGE TBC
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
60
VULCAN.CO
61
Remuneration key questions
On behalf of the Board, I am pleased to present Vulcan’s
remuneration report for FY23 (Rem Report).
This Rem Report describes our remuneration principles and
framework for directors and our Executive KMP. It sets out the
links between our remuneration framework and business
strategy, performance and reward, and shareholder value
creation.
Group performance
FY23 was a challenging year which saw contraction in
sector demand driven by a tighter economic environment
and inventory correction in the steel and metals distribution
industries, mainly due to shortening in global and regional
supply chain lead times. Notwithstanding a weaker financial
outcome, we delivered a strong operational performance
in our overall customer service and engagement levels, as
well as inventory management.
• EBITDA of NZ$218m was down 10% (from NZ$243m in FY22)
• NPAT of NZ$95m was down 33% (from NZ$142m in FY22)
• Operating cashflow of $145m was up $113m (from $12m
in FY22)
• Orders delivered-in-full-on-time improved to 97.4% in FY23
(from 96.4% in FY22)
• Active trading accounts reached its highest level in three
financial years
• Return on capital employed of 21.3% on post IFRS 16 basis
which is equivalent to 31.6% on pre-IFRS 16 basis in FY23
FY23 remuneration
No significant changes were made to the remuneration
framework in FY23.
Vulcan established a long-term incentive plan (LTIP) prior to
the IPO to assist in the motivation, retention and alignment
of the executive key management personnel with the
interest of Shareholders by providing an opportunity to
receive an equity interest in the Company. The first LTIP
offer was granted around completion of Vulcan’s listing on
the ASX and NZX on 4 November 2021 and will vest on 1 July
2024, subject to service and performance conditions. The
second LTIP offer was granted on 4 November 2022, and
will vest on 1 July 2025 (also subject to certain service and
performance conditions).
The FY23 remuneration for our Executive KMP comprised
three elements - fixed base salary, the LTIP and other
benefits (like KiwiSaver). Executive KMPs do not have short-
term incentive opportunities.
Looking forward
The FY24 remuneration framework for our Executive KMP will
be consistent with the FY23 framework and will comprise
fixed annual remuneration (base salary and benefits) and
an annual grant of LTIP. Vulcan has extended the coverage
of its LTIP to a wider group of senior management in FY24.
Vulcan will seek shareholder approval for the LTIP grants to
be made in FY24 to our MD and CEO, and COO (who also
serve as directors). Further details will be provided in our
notice of annual meeting of shareholders.
On behalf of the Board, we recommend this Remuneration
Report to you and welcome any feedback you may have.
Bart de Haan
CHAIR OF VULCAN’S PEOPLE
AND REMUNERATION COMMITTEE
Executive remuneration framework
What was the Executive key management
personnel remuneration structure in FY23?
To align the interests of the Executive KMP with the goals of Vulcan and the creation of
shareholder value, our Executive KMPs’ remuneration packages comprise of:
• Fixed remuneration
• Equity long-term incentives, subject to service and performance over three years
BASE SALARY
MAXIMUM LTIP AS
% OF BASE SALARY
Rhys Jones (MD and CEO)NZ$1,250,000157%
Kar Yue Yeo (CFO)NZ$680,00072%
Adrian Casey (COO)NZ$680,00072%
What portion of remuneration is at-risk? LTIP awards are based on performance and therefore at-risk.
61% of the MD and CEO’s total remuneration is at-risk.
42% of the CFO’s and COO’s total remuneration (excluding other benefits) are at-risk
How does the Board set performance
conditions?
The Board focuses on performance conditions that it believes the executive KMPs can create
the best value for shareholders.
The LTIP performance measures are weighted 50% relative total shareholder return and 50%
return on capital employed. These measures were chosen to drive long-term sustainable
growth in shareholder value while maintaining capital efficiency as a high value-added metals
distributor and processor.
Why is there no short-term incentive
plan for Executive KMP?
The Board and Vulcan’s senior leadership team believe that an excessive focus on short term
results will detract from building a more valuable and sustainable longer term business.
Are there any malus or clawback
provisions for incentives?
No malus or clawback provisions were applicable. However, these provisions will be considered
by the People and Remuneration Committee for future application.
Is there a minimum shareholding policy?There is no formal minimum shareholding requirement for Directors or the Executive KMP.
All Directors and Executive KMP hold shares in Vulcan.
Executive KMP also participate in long-term incentives which are delivered in equity.
1. Adjusted basis to exclude offer costs and share gift.
Remuneration
People and Remuneration
Committee Chair Report.
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
6263
People and Remuneration Committee
The People and Remuneration Committee (PRC) provides advice and recommendations to the Board regarding remuneration
matters.
The PRC’s responsibilities include:
• overseeing Vulcan’s remuneration framework and policies to enable it to attract, retain and motivate the talent necessary to
create value for shareholders;
• reviewing and making recommendations on the size and composition of the Board and appointment of directors to Board
Committees, having regard to succession plans for the Board, Board skills matrix and any diversity objectives;
• reviewing and making recommendations to the Board on succession plans for the Board and senior management
(including the Executive KMP);
• reviewing Vulcan’s Code of Conduct, communicating its importance to all Vulcan employees and ensuring the Board is
informed of any material breaches;
• developing and recommending to the Board measurable objectives for achieving gender diversity within the Board, and
reviewing its effectiveness on an annual basis, in accordance with Vulcan’s Diversity and Inclusion Policy; and
• instilling and continually reinforcing a culture across Vulcan of acting lawfully, ethically and responsibly.
A copy of the Charter of the PRC is available on Vulcan’s website in the Corporate Governance section:
https://investors.vulcan.co/investor-centre/?page=corporate-governance.
Members of the PRC on 30 June 2023 were:
• Bart de Haan (Chair)
• Russell Chenu (Member)
• Wayne Boyd (Member)
• Carolyn Steel (Member)
The PRC engages external advisors as required. External advisers provide advice on market remuneration levels and mix,
market trends, incentives and performance measurement, governance, taxation and legal compliance.
Key management personnel
Key management personnel (KMP) covered in this Report are detailed below (see page 48 and 49 for details of each director):
MD & CEO
CFO
COO
39% Base Salary
58% Base Salary
58% Base Salary
61% LTIP
42% LTIP
42% LTIP
PAY MIX OF BASE SALARY AND LTIP
AT MAXIMUM OPPORTUNITY
Remuneration governanceExecutive remuneration
Remuneration principles
The principles of Vulcan’s remuneration framework and policies are:
• to attract, retain and motivate the talent necessary to create and sustain value for shareholders;
• ensure remuneration outcomes are consistent with Vulcan’s delivery of long-term strategic objectives and long-term
shareholder wealth creation;
• reward executives and other employees fairly and responsibly, having regard to the performance of Vulcan and individual;
• be aligned with Vulcan’s Principles and Ethos, flat organisational structure and egalitarian culture; and
• compliance with all relevant legal and regulatory provisions.
Relationship with Vulcan’s performance
The remuneration framework is structured to promote
long-term sustainable growth of Vulcan by the delivery
of a significant portion of remuneration in equity that is
at-risk, aligning the senior leadership team with long-term
performance and shareholder value creation.
The performance measures are chosen to drive long-term
sustainable growth in shareholder value while maintaining
capital efficiency as a high value-added steel and metals
distributor and processor.
The graph below shows Vulcan’s total shareholder return
(TSR) performance compared to the median company in
the S&P/ASX 300 (excluding mining, energy and financial
companies) for the period from listing on 4 November 2021
to 30 June 2023.
Remuneration framework
Remuneration levels are benchmarked against peer
Australian and New Zealand companies that are
comparable in size, complexity, and operational scope.
The remuneration framework is reviewed to ensure
it remains market competitive and aligns with our
remuneration principles.
Vulcan’s Executive KMP remuneration framework comprises
three elements:
• fixed base salary;
• LTIP; and
• other Benefits, including employer contributions to
KiwiSaver, allowances, benefits and fringe-benefits tax.
The figure below illustrates the Executive KMP’s remuneration
mix of fixed base salary and LTIP (based on the maximum
opportunity ) in FY23.
Executive KMP refers to the Executive Directors and Senior Executive as noted in the table above.
NamePosition Held Tenure
NON-EXECUTIVE DIRECTORS
Russell ChenuIndependent Non-Executive ChairFull Year
Wayne BoydNon-Executive DirectorFull Year
Bart de HaanIndependent Non-Executive DirectorFull Year
Carolyn SteeleIndependent Non-Executive DirectorFull Year
Peter WellsNon-Executive DirectorRetired 20 October 2022
Pip GreenwoodIndependent Non-Executive DirectorRetired 20 October 2022
EXECUTIVE DIRECTORS
Rhys JonesManaging Director and Chief Executive Officer (MD & CEO)Full Year
Adrian CaseyExecutive Director and Chief Operating Officer (COO)
Appointed as Director
13 September 2022
SENIOR EXECUTIVE
Kar Yue Yeo
Chief Financial Officer (CFO)Full Year
Fixed annual remuneration
Fixed annual remuneration (FAR) includes base salary, employer contributions to KiwiSaver, allowances, benefits and fringe-
benefits tax.
FAR is reviewed periodically by the Board to ensure that it remains competitive for each Executive KMP’s specific skills,
competence, and value to Vulcan.
On 9 June 2023, the Board approved an increase in the base salary for the COO and CFO for FY24 to NZ$780,000 (from
NZ$680,000). It is intended that the remuneration mix of fixed base salary and LTIP to be a 50:50 mix for the COO and CFO
for FY24.
Peer Group median TSRVulcan Steel TSR
TOTAL SHAREHOLDER RETURN (Indexed to 100)
Nov-21
200
150
100
50
0
May-22Nov-22May-23
VULCAN’S TSR COMPARED TO
BENCHMARK GROUP MEDIAN*
* S&P/ASX 300 companies (excluding mining, energy and financial companies)
as at 4 November 2021
VULCAN.CO
65
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITY
64
Long-term incentive plan
Vulcan established a LTIP to assist in the motivation, retention and reward of eligible employees. The LTIP is designed to align
the interests of employees with the interests of shareholders by providing an opportunity for certain employees to receive an
equity interest in Vulcan.
The terms of the LTIP are detailed below.
FeatureApproach
PurposeTo align the interests of Vulcan’s Executive KMP with the goals of Vulcan and the creation of
shareholder value.
ParticipantsMD and CEO, COO and CFO. Vulcan has extended the coverage of its LTIP to a wider group of
senior management in FY24.
Instruments issuedPerformance share rights (Rights) which are rights to acquire ordinary shares in Vulcan for nil
consideration, conditional on the achievement of pre-determined performance hurdles over
a three-year performance period.
Grant dateRights are granted annually on 1 July to reflect the new financial year.
Dividends and voting entitlementThe Rights do not provide the Participant to any right to participate in any dividend of Vulcan
and do not provide the Participant with any voting rights.
Maximum value of equity to be grantedThe maximum LTIP opportunity is 157% of base salary for the MD and CEO, and 72% of base
salary for the COO and CFO.
POSITION
MAXIMUM FY23 LTIP GRANTED
(FACE VALUE)
MD & CEO$1,965,000
COO$490,000
CFO$490,000
Vesting conditionsThe Rights are subject to two vesting conditions:
• 50% of the Rights issued to a Participant are subject to a Relative Total Shareholder
Return (Relative TSR) vesting condition; and
• 50% of the Rights issued to a Participant are subject to a Return On Capital Employed
(ROCE) vesting condition.
Relative TSR
In order for the Rights subject to the Relative TSR vesting condition to vest, Vulcan’s total
shareholder return (TSR) based on the 20 trading day volume weighted average price (VWAP)
of the Shares prior to the Testing Date will be benchmarked against the TSRs of ASX 300
companies (excluding mining, energy and financial companies) (the Benchmark Group).
Depending on where Vulcan’s TSR ranks against the Benchmark Group companies’ TSRs, certain
Rights will vest. The percentage of Rights subject to the Relative TSR vesting condition that
vest, if any, will be determined over the performance period by reference to the below vesting
schedule:
VULCAN PERCENTILE RANK% OF RELATIVE TSR RIGHTS THAT VEST
Below 50th Percentile0%
At 50th Percentile50%
Between 50th and 75th Percentile50% to 100%, straight-line basis
At or Above 75th Percentile100%
FeatureApproach
Vesting conditions ROCE for each of the three financial years in the Performance Period are averaged. The
percentage of Rights subject to the ROCE Vesting Condition that vest, if any, will be determined
over the performance period by reference to the below vesting schedule:
VULCAN AVERAGE ROCE% OF ROCE RIGHTS THAT VEST
Below 20%0%
At 20%50%
Between 20% and 25%50% to 75%, straight-line basis
Between 25% and 30%75% to 100%, straight-line basis
At or Above 30%100%
Performance periodThe Vesting Conditions for the Rights are tested at:
• the third anniversary from the date the Rights are granted for the Relative TSR Vesting
Condition; and
• the relevant three year financial period for the ROCE Vesting Condition, (the Testing Date).
The performance period for the FY23 LTIP is 1 July 2022 to 30 June 2025.
Expiry of RightsRights which do not achieve both vesting conditions will lapse.
All Rights which have vested, will lapse three years after the relevant vesting date unless
exercised.
ExerciseVested Rights may be exercised by the Participant to receive the equivalent shares. Each
vested Right entitles the Participant to one ordinary share in Vulcan. No amount is payable by
the Participant to exercise the Rights for Shares (other than personal tax obligations).
Restriction on dealingRights may not be sold, transferred, mortgaged, pledged, charged, granted as security or
otherwise disposed of, without the prior approval of the Board, or unless required by law. The
Participants are restricted from entering into any hedging arrangements with respect to the
Rights.
Treatment on terminationThe Board has discretion to determine if a Participant is a “good leaver” and if the Participant,
in such circumstances, will be entitled to retain a pro-rata amount of their unvested Rights.
In the event of a Participant’s redundancy, death or total and permanent disablement where
the Participant otherwise qualifies for Rights, the Participant will be entitled to retain
a pro-rata amount of their unvested Rights (based on the proportion of the term of the offer
that the Participant was employed by the Company with reference to the number of whole
months employed).
In the event of a Participant’s termination with cause, outstanding Rights will lapse. In all other
circumstances of cessation of employment prior to the vesting date, the Board may determine
how to treat the unvested Rights of a Participant in its absolute discretion.
Change of controlIn the event of a change of control or a likely change of control in Vulcan, the Board may, in its
absolute discretion, determine that all or a specified number of a Participant’s Rights vest and
determine whether to exercise vested but unexercised Rights.
Capital structure adjustmentsThe LTIP includes provisions addressing adjustments or otherwise on bonus issues, rights issues
and capital restructures undertaken by Vulcan in future.
- Continued over
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
6667
Employment contracts
Each Executive KMP has a formal contract, known as a “service agreement”. These agreements are of a continuing nature and
have no set term of service (subject to the termination provisions).
The key terms of the service agreements for the Executive KMP for FY23 are summarised below:
TermDescription
Fixed annual remuneration (FAR)Rhys is entitled to receive base salary of NZ$1,250,000. Superannuation will not be payable.
Long-term IncentiveRhys will be eligible to participate in Vulcan’s LTI plan.
FY23 LTIP: Maximum opportunity of 157% of base salary.
Notice period, termination
and termination payments
Either Rhys or Vulcan Steel Limited can terminate Rhys’ employment by giving the other party 12-months
notice in writing (or by Vulcan making payment in lieu of notice of part or all of Rhys’ notice period). Vulcan
may summarily terminate Rhys’ employment in certain circumstances, including where Rhys engages in
serious misconduct.
Rhys’ employment may end by way of ‘no fault’ termination whereby Vulcan will pay Rhys the equivalent
of 12-months fixed annual remuneration.
Non-solicitation/restrictions
on future activities
Rhys’ employment contract contains restraints that apply during his employment and for 6-months post-
employee, including:
• Non-compete restraints;
• Restrictions against soliciting Vulcan customers, contractors or suppliers; and
• Restrictions against soliciting, employing or engaging any employees.
The non-competition restriction above purports to operate in New Zealand and Australia.
The enforceability of the above restraints is subject to all usual legal requirements.
RHYS JONES (MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER) EMPLOYMENT
Shareholdings
Vulcan does not have a formal minimum shareholding requirement for Executive KMP. Nonetheless, all Directors and Executive
KMP hold shares in Vulcan. Executive KMP participate in long-term incentives which are delivered in equity.
The current shareholdings of KMP are summarised in the table below.
Name
Held at
1 July 2022
Received on exercise
of rights or options
Acquisitions
and disposals
Held at
30 June 2023
NON-EXECUTIVE DIRECTORS
Russell Chenu22,7500022,750
Wayne Boyd7,303,688007,303,688
Bart de Haan180,00000180,000
Carolyn Steele16,00004,00020,000
EXECUTIVE DIRECTORS
Rhys Jones4,718,000004,718,000
Adrian Casey5,870,711005,870,711
SENIOR EXECUTIVE
Kar Yue Yeo120,00000120,000
Realised remuneration
The table below sets out the realised remuneration received by Executive KMP during FY23. All amounts are stated in
New Zealand dollars.
The LTIP was established prior to the IPO. The first LTIP offer was granted following completion of the IPO and will vest on
1 July 2024, subject to service and performance conditions.
3. Fuel card benefit.
4. Compulsory employer contributions equal to 3% of base salary plus Employer Superannuation Contribution Tax (ESCT).
Name (Position)Ye a rBase salaryKiwiSaver
Non-monetary
benefits
3
Fixed annual
remunerationLTIP vested
Total
remuneration
received
Rhys Jones (MD and CEO)FY23$1,250,000$0$163$1,250,163$0$1,250,163
Adrian Casey (COO)FY23$680,000$0$1,824$681,824$0$681,824
Kar Yue Yeo (CFO)FY23$680,000$33,442
4
$2,970$716,413$0$716,413
TermDescription
Fixed annual remuneration (FAR)Adrian is entitled to receive base salary of NZ$680,000. Superannuation will not be payable.
Long-term IncentiveAdrian will be eligible to participate in Vulcan’s LTI plan.
FY23 LTIP: Maximum opportunity of 72% of base salary.
Notice period, termination
and termination payments
Either Adrian or Vulcan can terminate Adrian’s employment by giving the other party 6-months notice in
writing (or by Vulcan making payment in lieu of notice of part or all of Adrian’s notice period). Vulcan may
summarily terminate Adrian’s employment in certain circumstances, including where Adrian engages in
serious misconduct.
Adrian’s employment may end by way of ‘no fault’ termination whereby Vulcan will pay Adrian the
equivalent of 12-months fixed annual remuneration.
Non-solicitation/restrictions
on future activities
Adrian’s employment contract contains restraints that apply during his employ and for 6-months post-
employee, including:
• Non-compete restraints;
• Restrictions against soliciting Vulcan customers, contractors or suppliers; and
• Restrictions against soliciting, employing or engaging any employees.
The non-competition restriction above purports to operate in New Zealand and Australia.
The enforceability of the above restraints is subject to all usual legal requirements.
ADRIAN CASEY (CHIEF OPERATING OFFICER) EMPLOYMENT
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
6869
The table below shows employee remuneration in ranges of NZ$10,000 and the number of employees in the ranges,
in accordance with section 211(1)(g) of the Companies Act.
2. Pip Greenwood retired as a Director on 20 October 2022. Remuneration reflects the period in which she was a KMP.
3. Peter Wells elected to receive $1 for his board director fee and did not receive any fee as a member of the Audit and Risk Management Committee.
Peter Wells retired as a Director on 20 October 2022.
4. Chair.
5. Member.
NameYe a rBase Board
Audit and Risk
Management
Committee
People and
Remuneration
CommitteeOther fees
Total
FY23 fees
Russell ChenuFY23$270,000
4
$0
5
$0
5
$0$270,000
Wayne BoydFY23$120,000
5
-$15,000
5
$0$135,000
Bart de HaanFY23$120,000
5
$13,333
5
$25,000
4
$0$158,333
Carolyn SteeleFY23$120,000
5
$30,000
4
$10,000
5
$0$160,000
Pip Greenwood
1
FY23$40,000
5
$6,667
5
-$0$46,667
Peter Wells
2
FY23$1
5
$0
5
-$0$1
To ta lFY23$670,001 $50,000 $50,000 $0$770,001
Remuneration range (NZD)Number of employeesRemuneration range (NZD)Number of employees
$100,001 - $110,00092
$260,001 - $270,0002
$110,001 - $120,00072$270,001 - $280,0003
$120,001 - $130,00041$300,001 - $310,0001
$130,001 - $140,00025$310,001 - $320,0001
$140,001 - $150,0009$330,001 - $340,0001
$150,001 - $160,0006$350,001 - $360,0001
$160,001 - $170,00011$360,001 - $370,0001
$170,001 - $180,0006$370,001 - $380,0001
$180,001 - $190,0006$410,001 - $420,0001
$190,001 - $200,0004$420,001 - $430,0001
$200,001 - $210,0005$450,001 - $460,0001
$210,001 - $220,0002$520,001 - $530,0001
$220,001 - $230,0002$560,001 - $570,0001
$230,001 - $240,0003$680,001 - $690,0002
$250,001 - $260,0001
$1,250,001 - $1,260,0001
Remuneration for Non-Executive Directors (NEDs) is set to enable Vulcan to attract and retain high calibre Directors with the
necessary skills and experience to ensure the Board can effectively oversee the Company’s governance, and to recognise
the workload of directors.
Aggregate NED fees are limited to NZ$1,300,000 per annum.
Directors may also be reimbursed for all reasonable travel, accommodation and other expenses incurred in attending meetings
of the Board or Committees, or in connection with the business. A Director who is engaged by Vulcan to perform services in a
capacity other than that of Director may be paid additional fees (as determined by the Board).
The table below illustrates the remuneration received by NEDs for FY23.
FY23 NON-EXECUTIVE DIRECTOR FEES
NameChair feeMember fee
BASE BOARD FEE
$270,000
1
$120,000
Audit and Risk Management Committee$30,000$20,000
People and Remuneration Committee$25,000$15,000
1. The Board Chair does not receive any additional fees for committee work.
Non-Executive Director Remuneration
Employee Remuneration
TermDescription
Fixed annual remuneration (FAR)Kar Yue is entitled to receive base salary of NZ$680,000. Vulcan’s employer contributions to KiwiSaver
(3% of base salary plus ESCT) will also be payable on top of this base salary.
Long-term IncentiveKar Yue will be eligible to participate in Vulcan’s LTI plan.
FY23 LTIP: Maximum opportunity of 72% of base salary.
Notice period, termination
and termination payments
Either Kar Yue or Vulcan can terminate Kar Yue’s employment by giving the other party 6-months notice in
writing (or by Vulcan making payment in lieu of notice of part or all of Kar Yue’s notice period). Vulcan may
summarily terminate Kar Yue’s employment in certain circumstances, including where Kar Yue engages in
serious misconduct.
Non-solicitation/restrictions
on future activities
Kar Yue’s employment contract contains restraints that apply during his employ and for 6-months post-
employee including:
• Non-compete restraints;
• Restrictions against soliciting Vulcan customers, contractors or suppliers; and
• Restrictions against soliciting, employing or engaging any employees.
The non-competition restriction above purports to operate in New Zealand and Australia.
The enforceability of the above restraints is subject to all usual legal requirements.
KAR YUE YEO (CHIEF FINANCIAL OFFICER) EMPLOYMENT
VULCAN ANNUAL REPORT 2023 ENVIRONMENT & SUSTAINABILITYVULCAN.CO
7071
Navigating
the terrain with
determination
03
FINANCIALS
VULCAN ANNUAL REPORT 2023
72
VULCAN.CO
73
VULCAN ANNUAL REPORT 2023 FINANCIALS
NZ$000’s Notes20232022
ASSETS
Current Assets
Cash and cash equivalents 20,318 24,033
Trade and other receivables9 170,662 157,240
Inventories10 437,746 353,243
Tax receivable 2,902 -
Derivative financial instruments20 1,710 5,039
Total current assets 633,338 539,555
Non-Current Assets
Property, plant and equipment11 86,846 56,161
Right-of-use assets12 260,366 180,705
Intangible assets13 15,018 12,785
Deferred tax assets8 8,643 6,174
Total non-current assets 370,873 255,825
TOTAL ASSETS 1,004,211 795,380
LIABILITIES
Current Liabilities
Trade and other payables14 166,869 167,149
Lease liabilities12 22,665 14,004
Tax payable 1,692 29,716
Total current liabilities 191,226 210,869
Non-current Liabilities
Lease liabilities12 267,067 188,276
Interest-bearing liabilities15 360,000 210,970
Total non-current liabilities 627,067 399,246
TOTAL LIABILITIES 818,293 610,115
EQUITY
Share capital16 11,988 11,988
Retained earnings 163,643 157,230
Reserves19 10,287 16,047
TOTAL EQUITY 185,918 185,265
TOTAL LIABILITIES AND EQUITY 1,004,211 795,380
NZ$000’s Notes20232022
Revenue51,244,837 972,667
Cost of sales(800,942)(583,882)
Gross profit443,895 388,785
Selling and distribution expenses6(26,663)(18,401)
General and administrative expenses6(253,799)(173,307)
Total operating expenses(280,462)(191,708)
Operating profit before financing costs163,433 197,077
Financing income751 4
Financing expenses7(38,585)(15,748)
Net financing costs(38,534)(15,744)
Profit before tax124,899 181,333
Tax expense8(37,000)(57,349)
Profit after tax87,899 123,984
Other comprehensive Income
Exchange differences on translation of foreign operations(3,461)5,886
Fair value (loss)/gain on cash flow hedges(4,941)3,801
Tax effect of movement in cash flow hedges1,399 (1,069)
Other comprehensive (loss)/income, net of tax(7,003)8,618
Total comprehensive income80,896 132,602
Attributable to:
Owners of Vulcan Steel Limited 80,896 132,602
Basic earnings per share17$0.67$0.94
Diluted earnings per share17$0.67$0.94
Consolidated Statement of Comprehensive Income
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated Statement of Financial Position
AS AT 30 JUNE 2023
These financial statements and the accompanying notes were authorised by the Board on 29 August 2023.
For the Board
Russell Chenu Rhys Jones
DIRECTOR DIRECTOR
VULCAN.CO
7475
VULCAN ANNUAL REPORT 2023 FINANCIALS
Consolidated Statement of Changes in Equity
FOR THE YEAR ENDED 30 JUNE 2023
Consolidated Statement of Cash Flows
FOR THE YEAR ENDED 30 JUNE 2023
NZ$000’sNotes
Share
capital
Retained
earnings
Share based
payment
reserve
Other
reserves
Attributable
to owners of
Vulcan Steel Ltd
Balance as at 1 July 2021 11,988 137,383 - 4,746 154,117
Comprehensive income
Profit after tax - 123,984 - - 123,984
Other comprehensive income
Foreign currency translation reserve - - - 5,886 5,886
Cash flow hedge reserve - - - 2,732 2,732
Total comprehensive income - 123,984 - 8,618 132,602
Transactions with owners
Transfer of shares to employees18 - - 1,982 - 1,982
Share based payments reserve18 - - 701 - 701
Dividends declared19 - (104,137) - - (104,137)
Balance as at 30 June 202211,988 157,230 2,683 13,364 185,265
Balance as at 1 July 2022 11,988 157,230 2,683 13,364 185,265
Comprehensive income
Profit after tax - 87,899 - - 87,899
Other comprehensive income
Foreign currency translation reserve - - - (3,461)(3,461)
Cash flow hedge reserve - - - (3,542)(3,542)
Total comprehensive income - 87,899 - (7,003) 80,896
Transactions with owners
Share based payments reserve18 - - 1,243 - 1,243
Dividends declared19 - (81,486) - - (81,486)
Balance as at 30 June 202311,988 163,643 3,926 6,361 185,918
NZ$000’sNotes20232022
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
1
1,273,782 947,799
Interest received51 4
Payments to suppliers and employees
1
(1,021,441)(879,575)
Tax paid(69,391)(40,334)
Interest paid(21,234)(4,249)
Lease interest paid(16,363)(11,499)
Net cash flows from operating activities 145,404 12,146
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for business acquisition26(170,543) -
Sale of property, plant and equipment and intangibles260 618
Purchase of property, plant and equipment and intangibles(22,952)(12,209)
Net cash flows used in investing activities(193,235)(11,591)
CASH FLOWS FROM FINANCING ACTIVITIES
Lease liability payments(21,372)(12,866)
Proceeds from borrowings149,702 129,433
Dividends paid19(85,173)(104,137)
Net cash flows from financing activities43,157 12,430
Net (decrease)/increase in cash(4,674)12,985
Effect of foreign exchange rates(406)885
Cash on acquisition1,365 -
Opening cash 24,033 10,163
Closing cash 20,318 24,033
RECONCILIATION OF CLOSING CASH
Cash and cash equivalents 20,318 24,033
Closing cash 20,318 24,033
CASH FLOW RECONCILIATION
Profit after tax 87,899 123,984
Add/(deduct) non cash items:
Amortisation of right of use assets29,400 18,843
Depreciation, amortisation and impairment of other assets15,867 8,523
Net gain on disposal of assets(188)(159)
Other non-cash items(1,612) -
43,467 27,207
Net working capital movements (net of acquisitions):
Trade and other receivables
2
28,900 (24,868)
Inventories
2
38,581 (156,899)
Trade and other payables
2
(21,053)25,707
Taxation payable
2
(32,550)16,851
Deferred tax asset
2
160 164
14,038 (139,045)
Net cash flows from operating activities 145,404 12,146
1. This statement is prepared exclusive of GST for 2023, the 2022 comparatives have been adjusted by $57.6 million to reflect this change. Net cash flow from operating activities
for 2022 remains unchanged.
2. The working capital movements for 2022 include foreign currency movements of $9.6 million which were previously disclosed separately.
VULCAN.CO
7677
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
1. REPORTING ENTITY
Vulcan Steel Limited (the “Company”) together with its subsidiaries (the “Group”) is primarily involved in the sale and distribution of steel
and metal products, with operations in New Zealand and Australia. There have been no changes to the nature of the business during the
current financial year.
The Company is a profit-oriented entity, domiciled in New Zealand, registered under the Companies Act 1993 and the financial
statements comply with this Act. The Company is listed on the Australian Securities Exchange (“ASX”) with a dual listing on the NZX main
board (under the code “VSL”). The Company is an FMC Reporting Entity under the Financial Markets Conduct Act 2013 and the Financial
Reporting Act 2013.
2. BASIS OF PREPARATION AND PRINCIPLES OF CONSOLIDATION
Statement of compliance
These consolidated financial statements for the year ended 30 June 2023 have been prepared in accordance with New Zealand
generally accepted accounting practice (NZ GAAP) as appropriate for Tier 1 for-profit entities. They comply with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS). The consolidated financial statements also comply with International Financial
Reporting Standards (IFRS).
Basis of measurement
The consolidated financial statements have been prepared on the basis of historical cost with the exception of the revaluation of financial
assets and liabilities (including derivative instruments) at fair value through the Consolidated Statement of Comprehensive Income.
The Consolidated Statement of Comprehensive Income has been prepared so that all components are stated exclusive of GST. All items
in the Balance Sheet are stated net of GST, with the exception of receivables and payables, which include GST invoiced. The cash flows
from operating activities are presented exclusive of GST.
Functional currency
The consolidated financial statements are presented in NZD which is the Company’s functional currency. All amounts have been rounded
to the nearest thousand, unless otherwise stated.
Foreign currency transactions and balances
Foreign currency transactions are translated into the relevant functional currency at exchange rates at the dates of the transactions.
Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period end exchange
rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement, except when deferred
in other comprehensive income as qualifying cash flow hedges.
Foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to New
Zealand dollars at exchange rates at the reporting date. The income and expenses of foreign operations are translated to New Zealand
dollars at exchange rates at the dates of the transactions. Foreign currency differences are recognised in the foreign currency translation
reserve (FCTR) in equity. When a foreign operation is disposed of, in part or in full, the relevant amount in the FCTR is transferred to profit
or loss.
Key accounting estimates and judgements
The Group’s management is required to make judgements, estimates, and apply assumptions that affect the amounts reported in the
consolidated financial statements. They have based these on historical experience and other factors they believe to be reasonable.
Actual results may differ from these estimates.
Notes to the Consolidated Financial Statements
FOR THE YEAR ENDED 30 JUNE 2023
Changes to accounting policies
The accounting policies and computation methods used in the preparation of the consolidated financial statements are consistent with
those used as at 30 June 2022.
There are no new standards or amendments to standards applicable to the Group for the year ended 30 June 2023 that have materially
impacted the financial statements. No other changes to accounting policies have been made during the year and policies have been
consistently applied to all years presented.
Management is currently assessing the following standard that is not yet effective.
On 14th December 2022, the External Reporting Board (XRB) published its climate-related disclosure standards. The mandatory reporting
regime for disclosing risk in the annual report is for reporting periods beginning on or after 1 January 2023.
The Group currently prepares disclosure related information as part of its Environment and Sustainability section in the annual report.
Disclosures aligned to the new standard will form part of the 30 June 2024 annual report.
3. SIGNIFICANT TRANSACTIONS AND EVENTS FOR THE CURRENT PERIOD
Acquisition
On 22 July 2022, the Company signed a conditional sale and purchase agreement with Gilbert Ullrich, the founder owner of Ullrich
Aluminium Company Limited (“Ullrich”) to acquire 100% of the company.
Key conditions in the sale and purchase agreement were satisfied on 1 August 2022 and the Company took control of Ullrich from that
date. The consideration for the acquisition has been fully debt-funded. The accounting for this acquisition is outlined in Note 26.
4. OPERATING SEGMENTS
Vulcan comprises the following operating segments based on internal reports that are reviewed and used by the chief operating decision
maker (CODM - comprising the Managing Director and CEO, CFO and COO) in assessing performance and in determining the allocation of
resources:
Steel business across Australia and New Zealand
Steel distribution – the sale of hollows, merchant products including bars, beams, angles, channels, unprocessed coil and plate;
Plate processing – cutting, drilling, tapping, countersinking and folding of plates to customer requirements;
Coil processing – sheeting & slitting to customer specifications.
Metals business across Australia and New Zealand
Stainless steel – the sale of stainless steel products including hollows, bars, fittings and sheets, and processing services including cutting,
drilling, tapping, countersinking and folding of plates to customer requirements, as well as sheeting & slitting of stainless coil;
Engineering Steel - the sale of high-performance steel and metal products, and cutting service to specification.
Aluminium - distribution of internally extruded standardised and customised products and third party products including sheet, plate and
coil products.
Reporting is received on at least a monthly basis, and performance is measured based on underlying segment earnings before interest,
tax, depreciation and amortisation (EBITDA). EBITDA is used to measure performance as the CODM believes that such information is the
most relevant in evaluating the results of certain segments relative to other entities that operate within this industry.
The Group has a diverse range of customers from various industries, with no single customer contributing more than 10% of the Group’s
revenue.
Interest income and expenses are not allocated to segments, as decisions are made on a pre-NZ IFRS 16 Leases basis. Other interest
income and expense related activities are driven by the central corporate function, which manages the cash position of the Group.
Assets and liabilities are provided to the CODM on a Group basis, and are separately reported with respect to the individual operating
segments.
Sales between segments are eliminated on consolidation. The amounts provided to the CODM with respect to segment revenue are
measured in a manner consistent with that of the financial statements.
ESTIMATE
Assumptions for the future and other major sources of estimation can create uncertainty at the end of the year, resulting in
significant risk of material adjustments to carrying amounts of assets and liabilities in the next financial year. The estimates and
assumptions that have had areas of judgement applied in preparing these financial statements are highlighted throughout
the report in boxes shaded in blue. The key estimates relate to income tax, goodwill, expected credit losses, property plant and
equipment acquisition fair value assessments and incremental borrowing rates.
Significant accounting policies
Basis of consolidation
The consolidated financial statements incorporate the assets and liabilities of all subsidiaries of the Group as at balance date and the
results of all subsidiaries for the year then ended. All subsidiaries are 100% owned within the Group.
The Group applies the acquisition method to account for business combinations.
The Group controls an entity when the Group is exposed to, or has rights to variable returns from its involvement with the entity and has
the ability to affect those returns through its power to direct the activities of the entity. Subsidiaries are consolidated from the date on
which control is transferred to the Group.
Consideration transferred is the fair value of assets transferred, liabilities incurred to the former owners of the acquiree and equity
interests issued by the Group. Consideration transferred also includes the fair value of any asset or liability resulting from a contingent
consideration arrangement. Identifiable assets acquired and liabilities (including contingent liabilities) assumed in a business combination
are measured initially at their fair values at acquisition date.
All intercompany balances and transactions, including unrealised profits on transactions between group companies have been
eliminated.
KEY POLICY
Key accounting policies are disclosed in each of the applicable notes to the financial statements in boxes shaded in grey.
VULCAN.CO
7879
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
5. REVENUE
NZ$000’s20232022
Total operating revenue 1,244,837 972,667
KEY POLICY
Revenue from contracts with customers
The Group derives revenue from the processing and distribution of steel and metal products. Revenue is recognised as, or when,
goods are transferred to the customer at a point in time and is measured at an amount that reflects the consideration to which
the Group expects to be entitled in exchange for the goods.
KEY POLICY
Auditor remuneration
Other services comprise fees paid to Deloitte for GHG inventory assurance engagement and as investigating accountant
in relation to their report on historical and forecast information included in the prospectus in respect of the IPO and fees paid
for consulting services.
OPERATING SEGMENTS (CONTINUED)
The following is an analysis of the Group’s results by reportable segment:
20232022
NZ$000’s
Steel MetalsCorporateTo ta lSteel MetalsCorporateTo ta l
Total operating revenue
596,278 648,559 - 1,244,837 626,175 346,492 - 972,667
EBITDA (post NZ IFRS 16 and pre significant items) 113,193 130,965 (25,278) 218,880 168,512 95,896 (21,912) 242,496
Significant items
1
(10,180)(18,053)
EBITDA (post NZ IFRS 16 and significant items) 208,700 224,443
Depreciation & amortisation(45,267)(27,366)
Operating profit before financing costs163,433 197,077
Net financing costs(38,534)(15,744)
Profit before tax124,899 181,333
Tax expense(37,000)(57,349)
Profit after tax87,899 123,984
Depreciation & amortisation of PPE & intangibles(15,867)(9,140)
Amortisation of right of use assets(29,400)(18,226)
Total depreciation & amortisation(45,267)(27,366)
Finance income51 4
Finance expenses - interest, line fees & other(22,222)(4,249)
Finance expenses on lease liabilities(16,363)(11,499)
Net financing costs(38,534)(15,744)
Principal lease payments(16,290)(21,431)(14)(37,735)(13,778)(10,587) - (24,365)
Underlying EBITDA (pre NZ IFRS 16 and significant items)96,903 109,534 (25,292)181,145 154,734 85,309 (21,912)218,131
Significant items
1
IPO costs - - - - - - (15,839)(15,839)
Share gift (refer note 18) - - - - - - (2,214)(2,214)
Ullrich integration costs - - (10,180)(10,180) - - - -
Total significant items - - (10,180)(10,180) - - (18,053)(18,053)
TOTAL ASSETS381,436 567,454 55,321 1,004,211 424,303 319,486 51,591 795,380
TOTAL LIABILITIES
179,847 213,488 424,958 818,293 201,836 146,548 261,731 610,115
Geographical informationNZAustraliaCorporateTo ta lNZAustraliaCorporateTo ta l
TOTAL OPERATING REVENUE 451,875 792,962 - 1,244,837 369,368 603,299 - 972,667
EBITDA (post NZ IFRS 16 and significant items) 105,609 138,549 (35,458) 208,700 110,458 153,668 (39,683) 224,443
TOTAL NON CURRENT ASSETS106,479 232,853 31,541 370,873 57,330 173,912 24,583 255,825
6. EXPENSES
NZ$000’s20232022
Profit before tax includes the following expenses:
Employee benefit expenses132,258 85,623
Defined contribution plans9,981 6,931
Depreciation and amortisation45,267 27,366
Selling and distribution26,663 18,401
Occupancy costs11,048 6,256
Ullrich integration costs10,180 -
IPO costs - 15,839
Share gift costs (refer to Note 18) - 2,214
Other expenses45,065 29,078
Total selling, general and administrative expenses280,462 191,708
Fees paid to auditors:
Audit of financial statements
Auditor remuneration - Audit and review of financial statements 510 416
Other services
IPO Report - 745
Tax services - 7
Greenhouse gas inventory assurance review 25 12
7. FINANCE INCOME AND EXPENSES
NZ$000’s2023 2022
Financing income
Interest income 51 4
Financing expenses
Bank facility fees(2,903)(1,496)
Interest paid and payable(19,319)(2,753)
Interest expense on lease liabilities(16,363)(11,499)
(38,585)(15,748)
Net financing costs(38,534)(15,744)
KEY POLICY
Finance income comprises interest income on funds invested, changes in the fair value of financial assets at fair value through
profit or loss and gains on hedging instruments that are recognised in profit or loss. Interest income is recognised as it accrues,
using the effective interest method.
Finance expenses comprise interest expense on borrowings, interest on leases and bank facility fees.
All borrowing costs are recognised in profit or loss using the effective interest method.
1. Significant Item means any income or expense of such size, nature or incidence that is relevant to the user’s understanding of the performance of the entity and is
disclosed as a “Significant Item” in the Accounts.
VULCAN.CO
8081
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
8. INCOME TAX
KEY POLICY
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the
extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively
enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax arises due to temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and those for tax purposes.
Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by balance date
and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled.
ESTIMATE
Preparation of the annual financial statements requires management to make estimates as to the amount of tax that will ultimately
be payable, the availability of losses to be carried forward, if any, and the amount of foreign tax credits it will receive. Actual results
may differ from these estimates as a result of reassessment by management or taxation authorities. Tax returns for the Group and
the detailed calculations that are required for filing tax returns are not prepared until after the financial statements are prepared.
Estimates of these calculations are made for the purpose of calculating income tax expense, current tax and deferred tax
balances. As well as this, an assessment of the result of tax audit issues is also made. Any difference between the final tax outcomes
and the estimations made in previous years will affect current year balances.
NZ$000’s2023 2022
Income tax expense
Profit before tax 124,899 181,333
Tax at the New Zealand rate of 28% (2022: 28%) 34,972 50,773
Tax adjustments:
Non-assessable (income)/loss(60) -
Non-deductible expenses1,716 5,405
Adjustments to prior years(1,032)(632)
Foreign rates other than 28%1,319 1,748
Other85 55
Tax expense 37,000 57,349
This is represented by:
Current tax 36,760 57,233
Deferred tax240 116
Tax expense 37,000 57,349
NZ$000’s2023 2022
Deferred tax assets
The balance comprises:
Employee benefits 3,831 2,466
Leased assets and liabilities 8,662 6,374
Cash flow hedge 11 -
Accruals and provisions 1,553 877
Inventory provisions 3,688 -
Provision for doubtful debts 733 591
Other 59 90
18,537 10,398
Deferred tax liabilities
The balance comprises:
Customer book acquired at fair value 806 259
Property, plant and equipment 8,999 2,386
Cash flow hedge 40 1,432
Prepayments 49 147
9,894 4,224
Net deferred tax 8,643 6,174
Imputation credits
There are $6,891,761 imputation credits available for use in New Zealand as at 30 June 2023 (2022: $4,301,124) and $19,681,775 franking
credits available for use in Australia as at 30 June 2023 (2022: $12,420,733).
NZ$000’s
Property,
plant and
equipment
Leased
assets and
liabilities
Cash flow
hedge
Provisions,
accruals and
prepaymentsStockIntangiblesTo ta l
Year ended 30 June 2022
Opening balance(444) 4,618 (374)3,832 - (377)7,255
Adjustments to prior years - - 17 (65) - - (48)
Credit/(charged) to the Consolidated
Statement of Comprehensive Income
(1,942)1,756 - 110 - (40)(116)
(Charged) to equity - - (1,075) - - - (1,075)
Foreign exchange movements(12) 106 - 75 - (11)158
Net deferred tax(2,398)6,480 (1,432)3,952 - (428)6,174
Year ended 30 June 2023
Opening balance
(2,398)6,480 (1,432)3,952 - (428)6,174
Adjustments to prior years
- 219 - 1,239 940 - 2,398
Deferred tax on acquisition
(2,195)1,186 - 747 2,426 (845) 1,319
Credit/(charged) to the Consolidated
Statement of Comprehensive Income
(4,512)908 - 321 352 293 (2,638)
Credited to equity
- - 1,399 - - - 1,399
Foreign exchange movements
106 (131) 4 (132)(30) 174 (9)
Net deferred tax(8,999)8,662 (29)6,127 3,688 (806)8,643
9. TRADE AND OTHER RECEIVABLES
The Group has recognised a loss of $570,371 (2022: $85,809) in respect of bad debts written off. The loss has been included in general and
administrative expenses in the Consolidated Statement of Comprehensive Income. A credit loss allowance has been applied against
trade receivables of $2,562,207 for the year ended 30 June 2023 for the Group (2022: $2,064,378).
NZ$000’s20232022
Trade receivables171,910 159,110
Allowances for credit losses(2,562)(2,064)
Prepayments1,314 194
170,662 157,240
Movement in allowance for credit losses
Opening balance2,064 2,044
Release of provision(734)20
Provision on Acquisition1,263 -
Foreign exchange translation gains/losses(31) -
Balance at the end of the year2,562 2,064
VULCAN.CO
8283
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
TRADE AND OTHER RECEIVABLES (CONTINUED) 10. INVENTORIES
11. PROPERTY, PLANT AND EQUIPMENT
ESTIMATE
Calculation of Loss Allowance
When measuring Expected Credit Losses (“ECL”) the Group uses reasonable and supportable forward looking information, which is
based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.
Loss given default is an estimate of the loss arising on default. It is based on the difference between the contractual cash flows due
and those that the Group would expect to receive, taking into account cash flows from collateral and integral credit enhancements.
The expected credit losses on trade receivables are estimated using a provision matrix by reference to past default experience
of debtors and an analysis of debtors’ current financial position, adjusted for factors that are specific to the debtors, general
economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast
direction of conditions at the reporting date.
The Group has assessed relevant economic data for determining the factors that are specific to the debtors, the general economic
conditions of the industry in which the debtors operate and the forecast direction of conditions at the reporting date. The Group
hasn’t significantly increased the expected loss rates for trade receivables from the prior year based on its judgement of the
impact of current economic conditions and the forecast direction of travel at the reporting date. There has been no change in the
estimation technique during the current reporting period.
The Group writes off a trade receivable when there is information indicating that the debtor is in severe financial difficulty and
there is no realistic prospect of recovery, e.g. when the debtor has been placed under liquidation or has entered into bankruptcy
proceedings, or when the trade receivables are over two years past due, whichever occurs earlier. None of the trade receivables
that have been written off are subject to enforcement activities.
KEY POLICY
Trade and other receivables, which generally have 30-90 day terms, are recognised and carried at original invoice
amount less an allowance for any uncollectible amounts.
A receivable from a contract with a customer represents the Group’s unconditional right to consideration arising from
the transfer of goods or services to the customer (i.e., only the passage of time is required before payment of the
consideration is due). Subsequent to initial recognition, receivables from contracts with customers are measured at
amortised cost and are tested for impairment.
An allowance for doubtful debts is made using the expected credit loss model. The amount of the provision is recognised
in profit or loss. Bad debts are written off when identified.
KEY POLICY
Inventories are measured at the lower of cost and net realisable value. The cost of inventories is based on a weighted average
cost basis, and includes expenditure incurred in acquiring the inventories and bringing them to their existing location and
condition. In the case of work in progress, cost includes an appropriate share of production overheads based on normal
operating capacity. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated
costs of completion and selling expenses.
Trade receivables credit risk
As at balance date 85% of trade receivables were current (2022: 85%).
The following table details the risk profile of trade receivables based on the Group’s provision matrix. As the Group’s historical credit loss
experience does not show significantly different loss patterns for different customer segments, the provision for loss allowance based on
past due status is not further distinguished between the Group’s different customer segments.
Security
At 30 June 2023, the fixed assets of the Group are subject to a first debenture to secure bank loans (see note 15).
NZ$000’s20232022
Finished goods417,862325,805
Goods in transit18,071 26,153
Consumables1,061 290
Work in progress752 995
437,746 353,243
NZ$000’sNot past due
0-30 days
past due
30-60 days
past due
60-90 days
past due
90+ days
past dueTo ta l
2023
Trade receivables1 46,68523,804 942 479 - 171,910
2022
Trade receivables134,732 23,524 854 - - 159,110
Customer and receivable concentration
Five largest customers' proportion of the Group's:
20232022
Operating revenue
4%6%
Trade receivables
5%8%
NZ$000’s
Plant,
machinery
and vehicles
Furniture
fittings &
equipment
Land &
buildings
Capital work
in progressTo ta l
Cost
Balance 1 July 2021102,702 17,895 4,162 1,039 125,798
Additions & reclassifications7,097 1,781 37 3,294 12,209
Disposals(2,412)(198) - - (2,610)
Exchange movement1,973 350 55 63 2,441
Balance 30 June 2022109,360 19,828 4,254 4,396 137,838
Balance 1 July 2022 109,360 19,828 4,254 4,396 137,838
Acquisition 46,050 1,061 - - 47,111
Additions & reclassifications17,744 5,765 541 (1,269) 22,781
Disposals(858)(38) - - (896)
Exchange movement(1,743)(211)(32)(29)(2,015)
Balance 30 June 2023 170,553 26,405 4,763 3,098 204,819
Accumulated depreciation & impairment losses
Balance 1 July 202164,595 9,119 253 - 73,967
Depreciation6,581 1,897 45 - 8,523
Disposals(2,057)(157) - - (2,214)
Exchange movement1,189 203 9 - 1,401
Balance 30 June 202270,308 11,062 307 - 81,677
Balance 1 July 2022 70,308 11,062 307 - 81,677
Acquisition 23,615 363 - - 23,978
Depreciation11,588 2,617 51 - 14,256
Disposals(789)(35) - - (824)
Exchange movement(996)(113)(5) - (1,114)
Balance 30 June 2023 103,726 13,894 353 - 117,973
Carrying amounts
As at 30 June 202138,107 8,776 3,909 1,039 51,831
As at 30 June 202239,052 8,766 3,947 4,396 56,161
As at 30 June 202366,827 12,511 4,410 3,098 86,846
VULCAN.CO
8485
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
PROPERTY, PLANT AND EQUIPMENT (CONTINUED) 12. RIGHT-OF-USE ASSETS
KEY POLICY
Recognition and Measurement
Items of property, plant and equipment, other than land, are measured at cost less accumulated depreciation and impairment
losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets
includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working condition
for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items
(major components) of property, plant and equipment.
Subsequent Costs
The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is
probable the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably.
The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss as incurred.
Depreciation
Depreciation is recognised in Consolidated Statement of Comprehensive Income. The estimated useful lives, residual values and
depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for
on a prospective basis.
The depreciation rates of the Group for the current and comparative periods are as follows:
Plant, machinery and vehicles 8% to 75% Diminishing value
Furniture, fittings and equipment 2.5% to 80.4% Diminishing value and straight line
Buildings 2.5% Straight line
ESTIMATE
Lease liabilities have been measured at the present value of the remaining lease payments, discounted using a discount rate
derived from the incremental borrowing rate for each asset class as the interest rate implicit in the lease was not readily available.
Incremental borrowing rates applied to lease liabilities range between 5.75% - 5.95% (2022: 5.75% - 5.95%).
NZ$000’sMotor vehiclesBuildingsTo ta l
Cost
Balance 1 July 2021 4,503 212,159 216,662
Additions and renewals 902 14,765 15,667
Exchange movement 93 5,507 5,600
Balance 30 June 20225,498 232,431 237,929
Balance 1 July 20225,498 232,431 237,929
Additions and renewals3,076 107,794 110,870
Disposals(356)(3,638)(3,994)
Exchange movement(54)(3,129)(3,183)
Balance 30 June 20238,164 333,458 341,622
Accumulated amortisation
Balance 1 July 20212,590 35,070 37,660
Amortisation for the year1,062 17,164 18,226
Exchange movement66 1,272 1,338
Balance 30 June 20223,718 53,506 57,224
Balance 1 July 20223,718 53,506 57,224
Disposals(1,614)(3,027)(4,641)
Amortisation for the year2,285 27,115 29,400
Exchange movement(36)(691)(727)
Balance 30 June 2023 4,353 76,903 81,256
Carrying amounts
As at 30 June 2021 1,913 177,089 179,002
As at 30 June 2022 1,780 178,925 180,705
As at 30 June 2023 3,811 256,555 260,366
NZ$000’s20232022
Lease liabilities included in the Consolidated Statement of Financial Position
Current 22,665 14,004
Non-current 267,067 188,276
289,732 202,280
Lease expenses included in Consolidated Statement of Comprehensive Income
Interest on leases 16,363 11,499
Right-of-use asset amortisation 29,400 18,226
45,763 29,725
Lease cash flows included in Consolidated Statement of Cash Flows
Interest paid on leases (operating activities) 16,363 11,499
Payments for lease liabilities principal (financing activities) 21,372 12,866
Total cash outflows from lease liabilities 37,735 24,365
ESTIMATE
The determination of the appropriate useful life for a particular asset requires management to make judgements about, among
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 the Group ceasing to use the asset in its business operations. Assessing whether an
asset is impaired may involve estimating the future cash flows the asset is expected to generate. This will in turn involve a number
of assumptions, including rates of expected revenue growth or decline, expected future margins and the selection of an
appropriate discount rate for valuing future cash flows. Assets that are subject to depreciation or amortisation are reviewed for
impairment at least annually or when changes in circumstances indicate that the carrying amount may not be recoverable. The
recoverable amount is the higher of an asset’s fair value less costs of disposal, and value in use. For the purposes of assessing
impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash generating units).
The Group has leases for buildings and motor vehicles. Leases are either non-cancellable or may only be cancelled by incurring
a substantive termination fee. Some leases contain an option to purchase the underlying leased asset outright at the end of the lease,
or to extend the lease for a further term. The building leases typically run for a period from 10 to 20 years. Lease payments for buildings
are increased every one to three years to reflect market rentals. Some leases provide for additional rent payments based on changes in
the local price index.
The Group is prohibited from selling or pledging the underlying leased assets as security. Each lease generally imposes a restriction that,
unless there is a contractual right for the Group to sublet the asset to another party, the right-of-use asset can only be used by the Group.
VULCAN.CO
8687
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
13. INTANGIBLE ASSETS
Impairment testing for cash-generating units containing goodwill
For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the lowest level within the
Group at which the goodwill is monitored for internal management purposes. The aggregate carrying amounts of goodwill allocated to
each unit are as follows:
The annual impairment test is performed as at 30 June each year. Goodwill is considered to be impaired if the carrying amount of the
relevant cash generating units (“CGUs”) exceeds its recoverable amount. The recoverable amount of a CGU is the higher of its fair value
less costs of disposal (“FVLCOD) and its value-in-use (“VIU”). The Group uses a VIU approach to estimate the recoverable amount of the
CGU to which each goodwill component is allocated. Based on this assessment no impairment was identified for any CGU therefore a
FVLCOD calculation was not required.
Goodwill and other intangible assets with indefinite useful lives are tested at least annually for any impairment. All CGUs were tested for
impairment at the reporting date. The recoverable amounts of CGUs have been determined on a consistent basis to 30 June 2022.
The recoverable amount of the cash generating unit (“CGU”) was calculated on the basis of value in use using a discounted cash flow
model. Future cash flows were projected out five years, based on a conservative 2% terminal growth rate based on Board approved
business plans for the year ended 30 June 2024, with key assumptions being EBITDA and capital expenditure for the CGU. A post-tax
discount rate of 11.1% was utilised for all the CGU’s (2022: 9.7%). The values assigned to the key assumptions represent management’s
assessment of future trends in the steel industry and are based on both external sources and internal sources (historical data). The cash
flows beyond the five year period have been extrapolated on a similar basis. A reasonable possible change in assumptions will not result
in an impairment.
.
KEY POLICY
Goodwill - Recognition and Measurement
Goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the net identifiable assets
of the acquired business at the date of acquisition.
Goodwill on acquisition of businesses is included in intangible assets. Goodwill is not amortised. Instead, goodwill is tested for
impairment annually and more frequently, if events or changes in circumstances indicate that it might be impaired, and is carried
at cost less accumulated impairment losses.
Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Impairment
Impairment is determined by the CGU (group of CGUs) to which the goodwill relates. When the recoverable amount of the CGU
(group of CGUs) is less than the carrying amount, an impairment loss is recognised firstly in relation to the goodwill and then pro
rata to the other assets. Any impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income
and if it relates to goodwill is not reversed in a subsequent period.
Subsequent expenditure
Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset
to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in
Consolidated Statement of Comprehensive Income when incurred.
Computer software
Computer software has been predominantly internally developed and have a finite useful life. Computer software costs are
capitalised and written off on a straight line basis over the useful economic life of 2 to 5 years. Costs associated with maintaining
computer software programs are recognised as an expense as incurred. Costs directly associated with the production of
identifiable and unique software products controlled by the Group and that will probably generate economic benefits exceeding
costs beyond one year, are recognised as intangible assets. The estimated useful life and amortisation method are reviewed at
the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis.
Customer book
The customer book relates to the Horan Steel Holdings Pty Limited and the Ullrich Aluminium Limited acquisitions. These were
recognised at the fair value at the date of acquisition and subsequently amortised on a straight-line based on the timing of
projected cash flows of the contracts over their estimated useful lives (being 5 years for Horan Steel and 3 years for Ullrich Aluminium).
ESTIMATE
The carrying value of goodwill is assessed at least annually to ensure it is not impaired. Performing this assessment generally
requires management to estimate future cash flows to be generated by the investment, which entails making judgements including
the expected rate of growth of revenues, margins expected to be achieved, the level of future capital expenditure required to
support these outcomes and the appropriate discount rate to apply when valuing future cash flows.
NZ$000’sGoodwill
Computer
software
Customer
bookTo ta l
Cost
Balance 1 July 202112,822 13,882 2,093 28,797
Disposals - (491) - (491)
Exchange movement138 5 65 208
Balance 30 June 202212,960 13,396 2,158 28,514
Balance 1 July 202212,960 13,396 2,158 28,514
Acquisitions292 8 3,468 3,768
Additions & reclassifications - 171 - 171
Exchange movement(70)(4)(45)(119)
Balance 30 June 202313,18213,571 5,581 32,334
Amortisation & impairment losses
Balance 1 July 20211,196 13,462 837 15,495
Amortisation for the Year - 202 415 617
Disposals - (429) - (429)
Exchange movement - 4 42 46
Balance 30 June 20221,196 13,239 1,294 15,729
Balance 1 July 20221,196 13,239 1,294 15,729
Acquisitions - 2 - 2
Amortisation for the Year - 128 1,483 1,611
Exchange movement - (3)(23)(26)
Balance 30 June 20231,196 13,366 2,754 17,316
Carrying Amounts
Balance at 30 June 2021 11,626 420 1,256 13,302
Balance at 30 June 2022 11,764 157 864 12,785
Balance at 30 June 2023 11,986 205 2,827 15,018
NZ$000’s20232022
Horan Steel2,384 2,423
Plate Australia2,178 2,215
Plate New Zealand7,126 7,126
Ullrich Aluminium299 -
11,987 11,764
VULCAN.CO
8889
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
20232022
FULLY PAID ORDINARY SHARES
Number
of shares
Share capital
NZ$000’s
Number
of shares
Share capital
NZ$000’s
Opening balance131,408,572 11,988 131,408,572 11,988
Issue of shares - - - -
Closing balance131,408,572 11,988 131,408,572 11,988
14. TRADE AND OTHER PAYABLES
15. INTEREST-BEARING LIABILITIES
16. SHARE CAPITAL
17. EARNINGS PER SHARE
18. EMPLOYEE SHARE BASED COMPENSATION
Gifting of shares
On 31 May 2022, Mary and Peter Wells made a gift of 250 shares each in Vulcan Steel Limited (the Company) via their shareholding entity
Takutai Limited, to 839 Vulcan employees across New Zealand and Australia. Peter Wells is the founder, a director at the time of the
gifting of the shares and shareholder of Vulcan Steel Limited. The offer was open to all employees employed on 18 March 2022 and still
employed on 31 May 2022, but was not dependent on continued employment past this date.
Takutai Limited also funded the tax liabilities of the Company and its employees arising from the gift of shares.
Takutai Limited acquired the shares on market and the Company did not provide any financial assistance to Takutai Limited in
connection with the acquisition of the gift offer shares. The Company has facilitated the delivery of these shares by entering into an
arrangement with Sharesies to provide the platform to transfer the shares to each employee and by the payment of associated tax
liabilities for both the Company and its employees. The tax liabilities of the employees were paid via the payroll system. Takutai Limited
reimbursed the Company for these tax payments.
The Company has incurred costs associated with the administration of this transaction which included fees for legal advice and fees
paid to Sharesies Limited for the use of their trading platform and will not be reimbursed for these costs.
The share gift has been accounted for in accordance with New Zealand IFRS 2 for share-based payment resulting in a NZD$1,982,000
non-cash expense item and an offsetting increase in reserves.
Payables denominated in currencies other than the functional currency comprise 69% of trade payables (2022: 62%).
The Group has $440 million loan facility across the Bank of New Zealand, National Australia Bank Ltd, Westpac New Zealand Ltd, ANZ
Bank. The facility expires, $40 million 1 November 2023, $75 million 16 July 2024, $250 million 3 July 2025, $75 million 16 July 2026. Loans are
drawn down on a rolling basis as necessary.
Security
The loans have been provided by Bank of New Zealand, National Australia Bank Ltd, Westpac New Zealand Ltd, ANZ Bank New Zealand
Ltd and MUFG Bank Ltd under a facility agreement dated 28 June 2018 (as amended and restated most recently on 15 May 2023)
together with tranche letters with each bank.
The Group is not subject to any externally imposed capital requirements, other than those imposed by the banks under the financing
arrangements.
The Group will not create a security interest over all of the assets of the Group other than the first ranking security interest created under
the General Security and Common Terms Deed in favour of Bank of New Zealand dated 15 December 2011 (as amended and restated on
22 September 2014) (and equivalent security that has been granted by the members of the Group incorporated in Australia).
The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.
There have been no breaches of debt covenants for the current or prior period.
Bank borrowings are initially recognised at fair value net of transaction costs incurred. They are subsequently stated at amortised cost
using the effective interest rate method where appropriate. Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for more than 12 months after balance date.
All shares are fully paid. All ordinary shares carry one vote per share, carry a right to dividends and a pro rata share of net assets on a wind up.
KEY POLICY
Trade and other payables
Creditors are recognised at amounts to be paid in the future for goods and services already received, whether or not billed to
the Group. They are non-interest bearing and are normally settled on 30-90 day terms.
Trade and other payables are carried at amortised cost and represent liabilities for goods and services provided to the Group
prior to the end of the financial period that are unpaid and arise when the Group becomes obliged to make future payment in
respect of the purchase of these goods and services.
Employee benefits
Liabilities for wages and salaries, including non-monetary benefits and annual leave expected to be settled within 12 months of
the reporting date are recognised in respect of employees’ services up to the reporting date. They are measured at the amounts
expected to be paid when the liabilities are settled.
Expenses for non-accumulating sick leave are recognised when the leave is taken and are measured at the rates paid or payable.
KEY POLICY
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of ordinary shares are recognised as
a deduction from equity, net of any tax effects.
KEY POLICY
Basic earnings per share is calculated by dividing the profit after tax of the Group by the weighted average number of ordinary
shares outstanding during the year.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume
conversion of all dilutive potential ordinary shares.
NZ$000’s20232022
Trade payables 142,762 150,089
Employee benefits 18,927 14,399
Other taxes (GST) 5,180 2,661
166,869 167,149
NZ$000’s20232022
Secured bank loans - non current360,000 210,970
360,000 210,970
NZ$000’s20232022
Profit after tax 87,899 123,984
Ordinary shares outstanding (number of shares)
131,408,572 131,408,572
Basic earnings per share (cents per share)
$0.67 $0.94
Diluted earnings per share (cents per share)
$0.67 $0.94
NZ$000’s2022
Included in profit before tax:
Value of shares gifted to employees1 ,982
Tax liabilities
1,285
Reimbursement from Takutai Limited of tax liabilities
(1,285)
Costs associated with administration of the transaction
232
2,214
Included in reserves
Transfer of shares from Takutai Limited to employees1,982
NZ$000’s’20232022
Unused lines of credit
Bank overdraft facilities 20,891 4,215
Borrowing facility 67,765 30,080
88,656 34,295
NZ$000’s20232022
Reconciliation of movement in secured Bank loans
Opening balance210,970 80,000
Net cashflow from financing activities 149,702 129,433
Foreign exchange movements(672)1,537
Closing balance360,000 210,970
VULCAN.CO
9091
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
EMPLOYEE SHARE BASED COMPENSATION (CONTINUED)
Performance share rights plan
The Company has established a Long-Term Incentive Plan (LTIP), effective 1 July 2021, to assist in the motivation, retention and reward of
eligible employees. The LTIP is designed to align the interests of employees with the interests of Shareholders by providing an opportunity
for certain employees to receive an equity interest in the Company.
The Board may determine the individual employees who are eligible to participate in the LTIP from time to time. Determination of
eligibility is at the Board’s sole and absolute discretion.
Under the LTIP, the Company may grant Performance Share Rights (PSR) to a Participant. Each PSR unit entitles the holder (at no cost
to the Participant) to one ordinary share in the Company. Unless otherwise stated, PSR grants are to be made annually on 1 July.
All incentives have a 3-year vesting period. The LTIs are split into 2 components (“Tranche 1” and “Tranche 2”). The vesting criteria for
Tranche 1 is based on Return on Capital Employed (“ROCE”) thresholds while Tranche 2 is based on the Company’s total shareholder
return (“TSR”) ranking relative to a “Benchmark Group”. For both tranches the individual must remain employed by the Company.
The Benchmark Group comprise all companies in the ASX 300 index (excluding mining, energy and financial companies). The
measurement of both the Company’s and benchmark TSRs will be the gross return based upon any capital gains/(losses) and the cash
component of dividends only (i.e., excluding returns attributable to franking credits). The share price returns of the Company and/or the
Benchmark Group will also be adjusted for:
- The impact of bonus issues and /or capital reconstructions; and
- Referenced to the 20-day Volume Weighted Average Price (“VWAP”) of the Company’s share price prior to the testing date.
The fair value of PSRs are recognised as an expense in the Consolidated Statement of Comprehensive Income over the vesting period
of the rights with a corresponding entry to the share based payments reserve.
An additional 332,417 PSR’s (FY23 Grant) were granted in the current period with a combined face value of $2,495,000. Grants previously
issued were the FY22 Grant of 391,622 PSR’s with a combined face value of $2,103,000.
The total expense recognised in the year to 30 June 2023 in relation to equity settled share based payments was $1,243,365 (2022:
$701,004). No rights were exercised during the year.
Measurement
The fair value of PSRs is independently determined using a Monte Carlo simulation valuation methodology. The key inputs and assumptions
are included in the table below. Guerdon Associates completed the valuation.
Movements in the number of share rights outstanding and their exercise prices are as follows:
19. RESERVES AND DIVIDENDS
Nature and purpose of reserves
Capital reserve
The capital reserve relates to capital gains and losses transferred from retained earnings. These reserves can be distributed tax free on
the eventual wind-up of the company.
Cash flow hedge reserve
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in the
hedging reserve.
Foreign currency translation reserve
The foreign currency translation reserve comprises all foreign currency differences arising from the translation of the financial statements
of foreign operations.
Share based payment reserve
This reserve is used to recognise the fair value of shares and PSRs granted but not exercised or lapsed. Tax deductions in excess of the
cumulative share based payment expense are recognised in equity. Amounts are transferred to share capital (including income tax
benefits) when the vested shares or PSRs are exercised or lapse.
Dividends
All dividends are recognised as distributions to shareholders.
Dividends of $81,485,797 were declared and paid by the Group to qualifying shareholders for the year ended 30 June 2023 (2022:
$104,137,357). Supplementary dividends of $3,687,681 were also paid during the year.
(i) The expected share price volatility is derived by analysing the historical volatility of peer companies over the most recent historical period corresponding to the term of
the PSR.
20232022
Performance
share rights
Performance
share rights
Number outstanding
As at beginning of the year 391,622 -
Granted during the year 332,417 391,622
Vested during the year - -
Lapsed during the year - -
As at end of the year 724,039 391,622
Exercisable at year end - -
Number of employees holding PSRs and ESRs 3 3
Weighted average remaining contractual life (months) 18 24
Fair value of rights granted during the year ($000) 2,495 2,103
Fair value of rights granted during the year ($ per share) 4.90 5.37
Key inputs and assumptions used in fair value of grants during the year
Share price at grant date ($ per share) 7.71 7.52
Contractual life (years) 3 3
Expected volatility (i)30.08%39.31%
Expected dividend yield8.43%5.25%
5 year NZD risk free rate3.51%1.18%
NZ$000’s20232022
Capital reserve8,548 8,548
Cash flow hedge reserve65 3,607
Foreign currency translation reserve(2,252)1,209
Share based payment reserve 3,926 2,683
10,287 16,047
KEY POLICY
The fair value of PSRs are recognised as an expense in the Statement of Profit or Loss over the vesting period of the rights with
a corresponding entry to the share based payments reserve.
VULCAN.CO
9293
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
20. DERIVATIVE FINANCIAL INSTRUMENTS21. FINANCIAL INSTRUMENTS
Fair Value Estimation
NZ IFRS 13 for financial assets and liabilities measured at fair value requires disclosure of the fair value measurements by level from the fair
value hierarchy, described as follows:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; or
Level 2: Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (prices)
or indirectly (derived from prices); or
Level 3: Inputs for the asset or liability that are not based on observable market data (unobservable inputs).
All the Group’s financial instruments held at fair value have been measured at the fair value measurement hierarchy of level 2 (2022: level 2).
The carrying value of the Group’s financial assets and liabilities approximate the fair values.
Financial risk management
The Group’s activities expose it to a variety of financial risks - market risk (including currency risk and interest rate risk), credit risk and
liquidity risk.
The Board of Directors has approved policies and guidelines for the Group that identify and evaluate risks and authorise financial
instruments to manage financial risks. These policies and guidelines are reviewed regularly. Management monitors and manages the
financial risks relating to the operations of the Group through internal risk reports which analyse exposures by degree and magnitude
of risks.
a) Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and prices will affect the Group’s profit
or the value of financial instruments. The Group’s activities expose it primarily to the financial risks of changes in foreign exchange rates
and interest rates. The Group enters into derivative arrangements in the ordinary course of business to manage foreign currency risks.
Market risk exposures are analysed by sensitivity analysis.
KEY POLICY
Derivatives
The Group uses derivative financial instruments to hedge its exposure to foreign exchange using foreign currency forward
exchange contracts. Derivatives are recognised initially at fair value at the date a derivative contract is entered into and are
subsequently remeasured to their fair value at each reporting date. The resulting gain or loss is recognised in the Consolidated
Statement of Comprehensive Income immediately unless the derivative is designated and deemed effective as a hedging
instrument, in which event the timing of the recognition in the Consolidated Statement of Comprehensive Income depends on
the nature of the hedge relationship. A derivative with a positive fair value is recognised as a financial asset whereas a derivative
with a negative fair value is recognised as a financial liability. Derivatives are not offset in the financial statements unless the
Group has both legal right and intention to offset.
Cash flow hedges
The Group designates certain derivatives as hedging instruments in respect of cash flow hedges. At the inception of the hedge
relationship, the Group documents the relationship between the hedging instrument and the hedged item, along with its risk
management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge
and on an ongoing basis, the Group documents whether the hedging instrument is effective in offsetting changes in fair values or
cash flows of the hedged item attributable to the hedged risk, which is when the hedging relationships meet all of the following
hedge effectiveness requirements:
(i) there is an economic relationship between the hedged item and the hedging instrument;
(ii) the effect of credit risk does not dominate the value changes that result from that economic relationship; and
(iii) the hedge ratio of the hedging relationship is the same as that resulting from the quantity of the hedged item that the
Group actually hedges and the quantity of the hedging instrument that the Group actually uses to hedge that quantity
of hedged item.
The effective portion of changes in the fair value of derivatives and other qualifying hedging instruments that are designated
and qualify as cash flow hedges is recognised in other comprehensive income and accumulated under the heading of cash
flow hedging reserve, limited to the cumulative change in fair value of the hedged item from inception of the hedge. The gains
or losses in the cash flow hedge reserve are reclassified or recognised in the profit or loss in the same period as the hedged item
affects profit or loss in the same line as the hedged item. If the hedged item is a non-financial item, the amount accumulated in
the cash flow hedge reserve is removed from equity and included in the initial carrying amount of the hedged item.
The Group discontinues hedge accounting only when the hedging relationship (or a part thereof) ceases to meet the qualifying
criteria. This includes instances when the hedging instrument expires or is sold, terminated or exercised. The discontinuation
is accounted for prospectively. Any gain or loss recognised in other comprehensive income and accumulated in cash flow
hedge reserve at that time remains in equity and is reclassified to profit or loss when the forecast transaction occurs. When a
forecast transaction is no longer expected to occur, the gain or loss accumulated in the cash flow hedge reserve is reclassified
immediately to the Consolidated Statement of Comprehensive Income.
KEY POLICY
Financial assets and financial liabilities are recognised in the Consolidated Statement of Financial Position when the Group
becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially measured
at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities
(other than financial assets and financial liabilities at fair value through the Consolidated Statement of Comprehensive Income)
are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition.
Financial Assets
All regular way purchases or sales of financial assets are recognised and derecognised on a trade date basis. All recognised
financial assets are measured subsequently in their entirety at either amortised cost or fair value, depending on the classification
of the financial assets.
Classification of Financial Assets
Shareholder loan accounts, cash and cash equivalents and trade receivables are measured subsequently at amortised cost.
Derivatives are measured subsequently at fair value through profit or loss (FVTPL).
Financial assets at FVTPL are measured at fair value at the end of each reporting period, with any fair value gains or losses
recognised in the Consolidated Statement of Comprehensive Income to the extent they are not part of a designated hedging
relationship (see derivatives and hedge accounting policy).
Cash and cash equivalents
Cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term liquid
investments with maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value, and bank accounts.
Financial Liabilities
The Group’s financial liabilities include trade and other payables and lease liabilities.
All financial liabilities other than derivatives are measured at amortised cost. They are measured at fair value (minus transaction
costs directly attributable) on initial recognition and then subsequently measured at amortised cost.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments
(including all transaction costs and other premiums or discounts), through the expected life of the debt instrument, or, where
appropriate, a shorter period, to the gross carrying amount of the debt instrument on initial recognition. The amortised cost of
a financial liability is the amount at which the financial liability is measured at initial recognition minus the principal repayments,
plus the cumulative amortisation using the effective interest method of any difference between that initial amount and the
maturity amount.
2023 2022
NZ$000’sAssetsLiabilitiesAssetsLiabilities
Foreign currency forward exchange contracts - cash flow hedges 1,710 - 5,039 -
VULCAN.CO
9495
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
FINANCIAL INSTRUMENTS (CONTINUED)
(i) Foreign exchange risk
The Group is exposed to foreign currency risk on purchases and borrowings that are denominated in a currency other than the Company’s
functional currency, New Zealand dollars ($), which is the presentation currency of the Group. The currencies in which transactions are
primarily denominated are Australian dollars (AUD) and US dollars (USD). At any point in time the Group hedges at least 80 percent of its
committed foreign currency exposure in respect of purchases over the following six months. The Group uses forward exchange contracts
to hedge its foreign currency risk. All of the forward exchange contracts have maturities of less than one year at the balance date.
The carrying amounts of significant non derivative financial assets and liabilities are denominated in the following foreign currencies:
(ii) Interest rate risk
Interest rate risk is the risk that the value of the Company and Group’s assets and liabilities will fluctuate due to changes in market
interest rates. Both the Company and the Group are exposed to interest rate risk primarily through its cash balances and interest-bearing
liabilities.
The Group has a policy of managing its interest rate risk by fixing borrowings for up to 180 days. The Group does not use derivatives to
manage interest rate risk.
At 30 June 2023 the Group had the following mix of financial assets and liabilities exposed to variable interest rate risk:
b) Credit risk
Credit risk is the risk that the counter party to a transaction with the Group will fail to discharge its obligations, causing the Group to incur
a financial loss. The Group is exposed to credit risk through trade receivables, financial instruments, and cash and cash equivalents in the
normal course of business. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the
Consolidated Statement of Financial Position.
Management has a credit policy in place under which each new customer is individually analysed for credit worthiness and assigned
a purchase limit before the standard payment and delivery terms and conditions are offered. Where available the Group reviews external
ratings. In other instances bankers’ references are obtained. Purchase limits are reviewed on a regular basis.
The Group may require collateral in respect of trade and other receivables.
Vulcan Australia operations are indemnified by Euler Hermes for any loss sustained, to permitted limits, as a result of the insolvency
or protracted default of customers, provided the delivery of goods or services occurs within the policy period.
The Group’s exposure to credit risk from cash, bank accounts, deposits and derivatives is limited due to the credit rating of the financial
institutions concerned.
c) Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements on an
ongoing basis. In general, the Group generates sufficient cash flows from its operating activities to meet its obligations arising from
its financial liabilities and has credit lines in place to cover potential shortfalls.
The analysis below has been determined based on contractual maturity dates and circumstances existing at 30 June 2023.
The expected timing of actual cash flows from these financial instruments may differ.
Capital Management
The Group’s capital consists of debt and leases, cash and cash equivalents, and equity, including share capital, reserves and retained
earnings as shown in the Consolidated Statement of Financial Position. The Group’s objectives when managing capital are to safeguard
the Group’s ability to continue as a going concern in order to provide returns for shareholders, and to maintain an optimal capital structure
to reduce the cost of capital. In order to maintain or adjust the required capital structure the Group may issue new shares, sell assets to
reduce debt and/or adjust amounts paid to investors.
The Group is not subject to any externally imposed capital requirements, other than created by the general security and common terms
deed (as restated on 22 September 2014 and amended from time to time) and other security granted for the benefit of ANZ/BNZ/MUFG
and Westpac. The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of Directors.
There have been no material changes in the Group’s management of capital during the period.
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to foreign exchange risk. A sensitivity
of +/-10% has been selected. The Group believes that this is reasonably possible given the exchange rate volatility observed on a
historical basis. All variables other than the applicable exchange rates are held constant:
The following table summarises the sensitivity of the Group’s financial assets and financial liabilities to interest rate risk. A 0.25% increase or
decrease is used when reporting interest rate risk internally to key management personnel and represents management’s assessment of the
reasonably possible change in interest rates. All variables other than the applicable interest rates are held constant:
NZ$000’sNZDAUDTo ta l
2022
Cash (725) 24,758 24,033
Trade receivables 62,476 94,764 157,240
Trade and other payables(48,111)(88,478)(136,589)
Borrowings(170,000)(40,970)(210,970)
(156,360)(9,926)(166,286)
2023
Cash 6,745 13,573 20,318
Trade receivables58,919 111,743 170,662
Trade and other payables(11,141)(96,356)(107,497)
Borrowings(360,000) - (360,000)
(305,477)28,960 (276,517)
NZ$000’s 2023 2022
Foreign exchange rate change
-10%+10%-10%+10%
Impact on profit after tax4,924 (4,029)6,782 (5,549)
Impact on hedging reserves (within equity)39 (39)(361)361
4,963 (4,068)6,421 (5,188)
NZ$000’s 2023 2022
Interest rate change
-0.25%+0.25%-0.25%+0.25%
Impact on profit after tax622 (622)247(247)
622 (622)247(247)
NZ$000’s20232022
Financial assets
Cash and cash equivalents20,318 24,033
Total financial assets exposed to interest rate risk20,318 24,033
Financial liabilities
Interest-bearing liabilities(360,000)(210,970)
Total financial liabilities exposed to interest rate risk(360,000)(210,970)
Net exposure(339,682)(186,937)
NZ$000’s
Payable
< 1 year
Payable
1-2 years
Payable
2-5 years
Payable
> 5 years
Total
contractual
cashflows
2022
Non derivative financial liabilities
Trade payables 136,589 - - - 136,589
Lease liabilities 14,004 13,630 43,332 131,314 202,280
Interest bearing liabilities - - 210,970 - 210,970
Derivative financial liabilities
Forward exchange contracts 30,559 - - - 30,559
Group contractual cashflows181,152 13,630 254,302 131,314 580,398
2023
Non derivative financial liabilities
Trade payables 107,497 - - - 107,497
Lease liabilities 38,552 38,458 110,168 215,075 402,251
Interest bearing liabilities - 35,000 325,000 - 360,000
Derivative financial liabilities
Forward exchange contracts 59,372 - - - 59,372
Group contractual cashflows 205,421 73,458 435,166 215,075 927,120
VULCAN.CO
9697
VULCAN ANNUAL REPORT 2023 NOTES TO FINANCIALS
22. CAPITAL COMMITMENTS
Total capital expenditure contracted as at balance date but not provided for in the accounts was $1,201,469 (2022: $4,382,445).
23. CONTINGENT LIABILITIES
There is a bank guarantee with National Australia Bank Ltd of $13.3 million (2022:$11.0 million) over property in Australia.
24. RELATED PARTIES
The Group has related party relationships with its controlled entities and with key management personnel.
Key management includes the Managing Director and Chief Executive Officer, the Chief Financial Officer and the Chief Operating Officer.
In addition Directors’ fees of $770,001 (2022: $834,186) were paid.
Shareholder loan accounts - management personnel
As at 30 June 2023 there were no shareholder loans (2022: nil).
Building leases
The following table shows the lease principals paid to related party landlords during the year, together with the outstanding lease liabilities
payable. Some investors in the property syndicates below were Directors and senior managers at the company during the year (being Peter
Wells, Wayne Boyd and Adrian Casey).
Other transactions
During the year a $120,000 loan was provided to Inviol Limited and remained payable at 30 June. Also during the year the Group paid
Inviol $9,000 for health and safety services.
Gifting of shares
On 31 May 2022 Mary and Peter Wells (founder and shareholder) made a gift of shares in Vulcan Steel Limited to company employees via
their shareholding in Takutai Limited. Refer to note 18 for details of this gift.
25. EVENTS OCCURRING AFTER BALANCE DATE
Dividend
On 29 August 2023, the Directors approved a final dividend of 30.5 cents per share totalling $40.1 million. The dividend record date
is 28 September 2023 and payment will occur on 12 October 2023. The dividend will be fully franked and 44% imputed.
No other matters or circumstances have arisen since the end of the financial year which significantly affect the company, the results
of those operations, or the state of affairs of the company in future financial years.
26. ACQUISITION OF SUBSIDIARY
On 22 July 2022, the Company signed a conditional sale and purchase agreement with Gilbert Ullrich, the founder owner of Ullrich Aluminium
Company Limited (“Ullrich”) to acquire 100% of the company. Key conditions of the sale and purchase agreement were satisfied on 1 August
2022 and the Company took control of Ullrich from that date.
Ullrich is a major integrated distributor of industrial aluminium products in Australasia with a large sales network, extrusion facilities and
fabrication operations. The acquisition of Ullrich significantly adds to the network reach and scale of the Group and supports the Groups
growth strategy.
The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below.
SUBSIDIARIES AND ASSOCIATES
Principal
activity
Place of
incorporation
2023
Holding
2022
Holding
Vulcan Steel Australia Pty LimitedSteel DistributionAustralia100%100%
Global Metals Pty Limited (non-trading, in liquidation)Steel DistributionAustralia100%100%
Ullrich Aluminium LimitedAluminium DistributionNew Zealand100% -
Ullrich Aluminium Pty LimitedAluminium DistributionAustralia100% -
Ullrich Fabrications Pty Limited (non-trading)Aluminium DistributionAustralia100% -
Ullrich Noyes Administration Services Pty Limited (non-trading)Aluminium DistributionAustralia100% -
Wintec Aluminium Pty Limited (non-trading)Aluminium DistributionAustralia100% -
Inviol Limited
Health & Safety SystemsNew Zealand30%30%
20232022
NZ$000’s
Principal lease
payment
Lease liability
outstanding
Principal lease
payment
Lease liability
outstanding
Tri-Nation Investments Pty Ltd2,975 35,032 3,054 35,719
Pounamu Investments Ltd1,490 10,892 1,265 9,666
Palmerston North Investments Ltd636 4,413 613 4,208
Texas Properties Ltd623 4,079 527 3,693
Plasma Investments Ltd370 1,818 364 2,067
Angitu Limited Partnership564 3,476 572 3,743
6,658 59,710 6,395 59,096
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL NZ$000’s20232022
Salaries paid (including KiwiSaver and cashed-up annual leave)2,610 2,656
Bonuses paid - 200
Total remuneration2,610 2,856
NZ$000’s2023
Fair value of consideration transferred
Amount settled in cash127,750
Recognised amounts of identifiable net assets
Property, plant and equipment23,139
Customer list value3,468
Deferred tax assets1,319
Right-of-use assets421
Total non-current assets28,347
Inventories 126,775
Trade and other receivables 34,247
Prepayments 9,138
Cash and cash equivalents 1,365
Total current assets171,525
Borrowings
1
42,793
Tax payable 5,606
Total non-current liabilities48,399
Other liabilities 5,212
Capitalised lease obligations 444
Trade and other payables 18,359
Total current liabilities24,015
Identifiable net assets127,458
Goodwill on acquisition292
Consideration transferred
The acquisition of Ullrich was settled in cash amounting to $127,750,000.
Acquisition-related costs amounting to $793,617 are not included as part of consideration transferred and have been recognised as an
expense in the Consolidated Statement of Comprehensive Income, as part of administration expenses.
Identifiable net assets
The fair value of the trade and other receivables amounted to $34,247,131, with a gross contractual value of $35,509,898. The best
estimate at acquisition date of the contractual cash flows not to be collected is $1,262,767.
The fair value of inventory amounted to $126,774,547, with a gross value of $140,740,427. An inventory provision was established for
$13,965,880 on acquisition.
Goodwill
The calculation of goodwill of $291,802 arising from the acquisition consists of growth expectations, expected future profitability, the skills
and expertise of Ullrich’s workforce and expected cost synergies. Goodwill has been allocated to the metals division and is not expected
to be deductible for income tax purposes.
Ullrich’s contribution to the Group results
Ullrich contributed $274,438,857 revenue and $23,110,044 to the Group’s profit before tax for the period between the date of acquisition
and the reporting date. If the acquisition of Ullrich had been completed on the first day of the financial year, Group revenues for the year
would have been $1,269,704,625 and Group profit before tax would have been $127,233,367.
1. Borrowings of $42.8 million were repaid as part of the settlement of the acquisition.
ESTIMATE
Significant judgement and estimation is required when valuing both the tangible and intangible assets acquired as part of the
acquisition to ensure that the fair value of the recognised amounts of identifiable assets acquired and liabilities assumed is appropriate.
The fair value of property, plant and equipment was completed using a depreciated replacement cost approach. The cost approach
considers the current replacement costs adjusted for the age of property, plant and equipment acquired and residual useful lives.
Where appropriate the estimate also considered the secondary market for certain assets. Customer lists valuation reflects the present
value of assessed excess earnings and the attrition rate from revenue generating customers. Inventory valuation is based on the lower
of cost or net realisable value following a review of market value of the inventory. As part of this review, management considered the
saleability of items and for any items not deemed saleable consideration was given to scrap values in determining the realisable value.
Trade receivables valuation is based on face value net of assessed allowance for potential credit losses.
VULCAN.CO
9899
VULCAN ANNUAL REPORT 2023 AUDITORS REPORT
Opinion
We have audited the consolidated financial statements of
Vulcan Steel Limited and its subsidiaries (the ‘Group’), which
comprise the consolidated statement of financial position
as at 30 June 2023, and the consolidated statement of
comprehensive income, consolidated statement of changes
in equity and consolidated statement of cash flows for the
year then ended, and notes to the consolidated financial
statements, including a summary of significant accounting
policies.
In our opinion, the accompanying consolidated financial
statements, on pages 74 to 99, present fairly, in all material
respects, the consolidated financial position of the Group
as at 30 June 2023, and its consolidated statement of
comprehensive income and consolidated statement of
cash flows for the year then ended in accordance with
New Zealand Equivalents to International Financial Reporting
Standards (‘NZ IFRS’) and International Financial Reporting
Standards (‘IFRS’).
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (‘ISAs’) and International Standards
on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities
under those standards are further described in the Auditor’s
Responsibilities for the Audit of the Consolidated Financial
Statements section of our report.
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), and we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
Our firm carried out another assignment for the Group,
providing assurance services in respect of green house
gas inventories. These services have not impaired our
independence as auditor of the Company and Group.
In addition to this, partners and employees of our firm deal
with the Company and its subsidiaries on normal terms
within the ordinary course of trading activities of the business
of the Company and its subsidiaries. The firm has no other
relationship with, or interest in, the Company or any of its
subsidiaries.
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 of the current period.
These matters were addressed in the context of our audit
of the consolidated financial statements as a whole, and
in forming our opinion thereon, and we do not provide
a separate opinion on these matters.
KEY AUDIT MATTER
Revenue cut-off
The Group reported revenue of $1,245 million during the
year, from $973 million in 2022 as set out in note 5 of the
financial statements.
The Group recognises revenue from the processing and
distribution of steel and metal products. The Group’s policy
is to recognise revenue when goods are delivered to
customers, which is the point when control is transferred
to customers and the performance obligation is fullfiled.
Revenue cut-off is a key audit matter due to the
significance of the revenue balance to the Group and the
potential impact that would arise from revenue being
recorded in the incorrect period.
In particular, cut-off risk arises due to large volume of
orders being placed on or around balance date and the
manual process used by management to trigger revenue
recognition in the accounting system.
How our audit addressed the key audit matter
Our audit approach focused on the recording of revenue
around year end by performing the following procedures:
• Obtained an understanding of the revenue process and
controls through corroborative inquiry and walkthroughs
of key controls over the recording of revenue;
•
For a sample of revenue transactions recorded in the
period leading up to and post year end, assessed whether
the timing of revenue recognition was appropriate by
inspecting the supporting documentation, such as
shipping documents and Incoterms, that evidence
appropriate point of recognition has passed; and
• Tested manual journal entries posted to revenue
accounts around year end applying parameters designed
to identify entries that were not in accordance with our
expectations.
KEY AUDIT MATTER
Acquisition of Ullrich Aluminium Co Limited
On 1 August 2022, the Group acquired the Ullrich Aluminium
Co Limited’s business as disclosed in note 26. The acquisition
of the Ullrich Aluminium business was significant due to the
subjectivity and complexity inherent in this business
acquisition and the requirements of NZ IFRS 3 Business
Combinations.
The Group recorded the identifiable tangible and intangible
assets acquired, and liabilities assumed at their fair value
as at acquisition date. Goodwill of $0.3 million was recorded
as the excess of the consideration paid of $127.8 million over
the fair value of the net assets acquired of $127.5 million.
We considered this a key audit matter due to the significance
of the acquisition to the Group, coupled with the significant
judgements and estimates involved in identifying and
determining the fair value of the assets and liabilities
acquired.
How our audit addressed the key audit matter
As part of our audit we:
• Read the sale and purchase agreement relating to the
acquisition to understand key terms and conditions of
the transaction;
• Assessed Management’s evaluation of the sale and
purchase agreement to determine the associated
accounting treatment by comparing those terms and
conditions against the requirements of NZ IFRS 3; Business
Combinations and other relevant guidance;
• Evaluated the appropriateness and completeness of
the intangible assets identified by the Group based on
knowledge of business, the industry and other relevant
guidance;
• Engaged our internal valuation specialists to assist with
assessing the resonableness of the fair value of net assets
acquired by reviewing the valuation methodology and
mathematical accuracy of models, comparing discount
rate assumptions to market observable inputs, and tested
the mathematical accuracy of the Group’s purchase
price accounting calculation;
• Recalculated the resulting goodwill to be recognised on
acquisition; and
• Considered the adequacy of the disclosures in the
consolidated financial statements against NZ IFRS 3.
Other information
The directors are responsible on behalf of the Group for
the other information. The other information comprises the
information in the Annual Report that accompanies the
consolidated financial statements and the audit report.
Our opinion on the consolidated financial statements does
not cover the other information and we do not express any
form of assurance conclusion thereon.
Our responsibility is to read the other information and
consider whether it is materially inconsistent with the
consolidated financial statements or our knowledge
obtained in the audit or otherwise appears to be materially
misstated. If so, we are required to report that fact. We have
nothing to report in this regard.
Directors’ responsibilities for the consolidated
financial statements
The directors are responsible on behalf of the Group for
the preparation and fair presentation of the consolidated
financial statements in accordance with NZ IFRS and IFRS,
and for such internal control as the directors determine
is necessary to enable the preparation of consolidated
financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the consolidated financial statements,
the directors are responsible on behalf of the Group for
assessing the Group’s ability to continue as a going concern,
disclosing, as applicable, matters related to going concern
and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the
consolidated financial statements
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud
or error, and to issue an auditor’s report that includes our
opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in
accordance with ISAs and ISAs (NZ) will always detect
a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken
on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of
the consolidated financial statements is located on the
External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1
This description forms part of our auditor’s report.
Restriction on use
This report is made solely to the Company’s shareholders,
as a body. Our audit has been undertaken so that we might
state to the Company’s shareholders those matters we are
required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than
the Company’s shareholders as a body, for our audit work,
for this report, or for the opinions we have formed.
Andrew Boivin, Partner
for Deloitte Limited
Auckland, New Zealand
29 August 2023
This audit report relates to the consolidated financial statements of of Vulcan Steel Limited (the ‘Company’) for the year ended 30 June 2023 included on the Company’s website.
The Directors are responsible for the maintenance and integrity of the Company’s website. We have not been engaged to report on the integrity of the Company’s website. We
accept no responsibility for any changes that may have occurred to the consolidated financial statements since they were initially presented on the website. The audit report
refers only to the consolidated financial statements named above. It does not provide an opinion on any other information which may have been hyperlinked to/from these
consolidated financial statements. If readers of this report are concerned with the inherent risks arising from electronic data communication they should refer to the published
hard copy of the audited consolidated financial statements and related audit report dated 29 August 2023 to confirm the information included in the audited consolidated
financial statements presented on this website.
INDEPENDENT AUDITOR’S REPORT
To the Shareholders of Vulcan Steel Limited
VULCAN.CO
100101
VULCAN ANNUAL REPORT 2023 GLOSSARY
BOARD OF DIRECTORS
Russell Chenu (Chair)
Rhys Jones
Adrian Casey (appointed 13 September 2022)
Wayne Boyd
Bart De Haan
Carolyn Steele
Pip Greenwood (ceased 20 October 2022)
Peter Wells (ceased 20 October 2022)
EXECUTIVE TEAM
Rhys Jones
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER
Adrian Casey
CHIEF OPERATING OFFICER
Kar Yue Yeo
CHIEF FINANCIAL OFFICER
REGISTERED OFFICE
New Zealand
29 Neales Road
East Tamaki
Auckland 2013
Telephone: +64 9 273 7214
Australia
c/o - Pitcher Partners Advisors Proprietary Limited
Level 13, 664 Collins Street
Docklands
VIC 3008
Telephone: +61 3 8610 5000
ADMINISTRATIVE OFFICE
New Zealand
269 Ti Rakau Drive
East Tamaki
Auckland 2013
Telephone: +64 9 272 7495
Australia
72-86 Nathan Road
Dandenong South
VIC 3175
Telephone: +61 3 8792 9699
SHARE REGISTRY
Vulcan’s register of securities is maintained by Link Market
Services Limited, and is held at the following addresses:
In Australia:
Level 12, 680 George Street
Sydney, NSW 2000
Telephone: +61 1300 554 474
in New Zealand:
Level 30, PwC Tower
15 Customs Street West
Auckland 1010
Telephone: +64 9 375 5998
AUDITORS
Deloitte Limited
COMPANY NUMBERS
New Zealand company number: 68137
New Zealand business number: 9429038466052
Australian registered business number: 652 996 015
Corporate DirectoryGlossary
1Hfirst half of FY23, being 1 July 2022 to 31 December 2022
2Hsecond half of FY23, being 1 January 2023 to 30 June 2023
2023 Annual ReportVulcan’s annual report for FY23 dated 29 August 2023
ARMCVulcan’s Audit and Risk Management Committee
ASMannual meeting of shareholders
ASXAustralian Securities Exchange
ASX Recommendationa recommendation developed by the ASX Corporate Governance Council and set out
in the ASX Corporate Governance Principles and Recommendations (fourth Edition)
Balance Date30 June 2023
BoardVulcan’s Board of Directors
CFOVulcan’s Chief Financial Officer
CommitteesARMC and PRC
Companies ActCompanies Act 1993 (New Zealand)
ConstitutionConstitution as adopted by Vulcan on listing on 4 November 2021
COOVulcan’s Chief Operating Officer
Corporations ActCorporations Act 2001 (Cth) (Australia)
DeloitteDeloitte Limited (New Zealand)
EBITDAearnings before interest, tax, depreciation and amortisation
ESGenvironment, social and governance
Executive KMP
MD and CEO, COO and CFO, which for FY23 was Rhys Jones, Adrian Casey and Kar Yue Yeo
respectively
FMC ActFinancial Markets Conduct Act 2013 (New Zealand)
FY22financial year starting 1 July 2021 and ending on 30 June 2022
FY23financial year starting 1 July 2022 and ending on 30 June 2023
Leadership TeamRhys Jones (MD and CEO), Adrian Casey (COO), Kar Yue Yeo (CFO), James Wells (Chief
Information Officer), Helene Deschamps (Leadership Development), Bradley Childs
(Australian Leader), Matthew Lee (Australian Leader), Ken Collin (Australian Leader)
and Richard Love (Australian Leader)
MAPmarket announcement platform
MD and CEOVulcan’s Managing Director and Chief Executive Officer
NZXNew Zealand Stock Exchange
Personnelall Vulcan directors, officers and employees, including temporary employees
PRC
Vulcan’s People and Remuneration Committee
Prospectusprospectus issued by Vulcan on 15 October 2021, which contained an initial public
offering to acquire fully-paid ordinary shares in Vulcan
Representativesany consultants, secondees, contractors, agents and intermediaries who have been
engaged to work for and/or represent Vulcan
Shareholdersshareholders of Vulcan
StatementVulcan’s corporate governance statement for the reporting period which ended on
30 June 2023
TPDtonne per trading day
VulcanVulcan Steel Limited (NZBN 9429038466052 /ARBN 652 996 015)
Vulcan GroupVulcan and each of its subsidiaries, including Vulcan Steel (Australia) Pty Limited (ACN
100 061 283), Global Metals Pty limited (ACN 003 981 664, liquidated on 20 June 2023),
Ullrich Aluminium Co Limited (NZ company number 47279) and Ullrich Aluminium Pty
Limited (ACN 001 697 445)
yoyyear on year
VULCAN.CO
102103
VULCAN.CO
VULCAN.CO
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.