HLG Annual Report for the year ended 1 August 2023
MALCOM FORDMALCOM FORD
DIRECTOR
WARREN BELLWARREN BELL
CHAIRMAN
HIGHLIGHTS HIGHLIGHTS 0202
CHAIRMAN’S REPORT CHAIRMAN’S REPORT 0404
CHIEF EXECUTIVE CHIEF EXECUTIVE
OFFICER’S REPORT OFFICER’S REPORT 0606
SUSTAINABILITY MATTERS SUSTAINABILITY MATTERS 1010
HALLENSTEIN BROTHERS HALLENSTEIN BROTHERS 1616
GLASSONS GLASSONS 1818
INDEPENDENT AUDITOR’S INDEPENDENT AUDITOR’S
REPORT REPORT 2222
FINANCIAL STATEMENTS FINANCIAL STATEMENTS 2626
GENERAL DISCLOSURES GENERAL DISCLOSURES 5858
CORPORATE GOVERNANCE CORPORATE GOVERNANCE
STATEMENT STATEMENT 6363
SHAREHOLDER INFORMATION SHAREHOLDER INFORMATION 7070
DIRECTORY & CALENDAR DIRECTORY & CALENDAR 7272
IN THE FINANCIAL YEAR 2023, WE IN THE FINANCIAL YEAR 2023, WE
MARKED THE FIRST UNINTERRUPTED MARKED THE FIRST UNINTERRUPTED
YEAR OF TRADE POST THE COVID-19 YEAR OF TRADE POST THE COVID-19
PANDEMIC, WHICH TRANSLATED PANDEMIC, WHICH TRANSLATED
INTO A RECORD-BREAKING SALES INTO A RECORD-BREAKING SALES
PERFORMANCE FOR THE GROUPPERFORMANCE FOR THE GROUP..
During the latter half of the financial year, we confronted
fresh challenges, including increasing inflation, elevated
interest rates, and a mounting cost of living crisis. It is
gratifying to note that our dedicated team adeptly steered
through these hurdles, ultimately delivering yet another
commendable outcome.
THIS ANNUAL REPORT IS DATED 27
TH
OCTOBER 2023
AND IS SIGNED ON BEHALF OF THE BOARD BY
1
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
2
HIGHLIGHTSHIGHLIGHTS
2,148
TEAM MEMBERSTEAM MEMBERS
117
TOTAL STORESTOTAL STORES
FOLLOWING THE EASING OF COVID-19
RESTRICTIONS, WE OBSERVED A SIGNIFICANT
RETURN OF CUSTOMERS TO OUR STORES AND
FOOTFALL NUMBERS INCREASED SIGNIFICANTLY.
IT IS APPARENT THAT CUSTOMERS STILL WANT
THE PHYSICAL RETAIL EXPERIENCE TO SUPPORT
THE ONLINE EXPERIENCE, THUS WE HAVE
CONTINUED TO INVEST IN OUR STORES.
STUART DUNCANSTUART DUNCAN
CHIEF EXECUTIVE OFFICER
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
3
18.3
% OF TOTAL REVENUE % OF TOTAL REVENUE
THROUGH ONLINE RETAILTHROUGH ONLINE RETAIL
DOWN FROM 27.9% IN 2022DOWN FROM 27.9% IN 2022
53.61
EARNINGS PER ORDINARY SHAREEARNINGS PER ORDINARY SHARE
%
CENTSCENTS
410
SALESSALES
UP 16.7%UP 16.7%
M
$
32
PROFIT AFTER TAXPROFIT AFTER TAX
UP 24.9%UP 24.9%
M
$
96
TOTAL EQUITYTOTAL EQUITY
M
203
TOTAL ASSETSTOTAL ASSETS
M
$
$
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
4
THE COMPANY ADVISES THAT THE COMPANY ADVISES THAT
GROUP SALES FOR THE 12 GROUP SALES FOR THE 12
MONTHS TO 1 AUGUST 2023 MONTHS TO 1 AUGUST 2023
WERE $409.71 MILLION WHICH WERE $409.71 MILLION WHICH
WERE +16.7% UP ON THE PRIOR WERE +16.7% UP ON THE PRIOR
YEAR ($351.21 MILLION). YEAR ($351.21 MILLION).
The audited net profit after tax for the 12
months was $31.98 million, an increase of
+24.9% on the prior corresponding period
($25.61 million).
All brands’ sales performance were well
ahead of the prior corresponding period.
This can be in part attributed to the adverse
impact in the prior year of the numerous
lockdowns in both New Zealand and
Australia, with stores closed and 5,432
trading days lost in the first half of the 2022
financial year. However, sales continued to
trade above the prior year, although at a
lesser amount, throughout the second half,
which was pleasing given the economic
environment and the cost-of-living crisis
experienced during this time.
REPORTREPORT
CHAIRMAN’SCHAIRMAN’S
WARREN BELLWARREN BELL
CHAIRMANCHAIRMAN
GROUP SALESGROUP SALES
18.3%
OF GROUP TURNOVEROF GROUP TURNOVER
$
409.71
ONLINE SALESONLINE SALES
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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Gross margin held steady during the year at
57.3% compared to 57.6% in the prior year.
The exchange rate remained challenging
throughout the year, notably down on the
prior corresponding period. Despite this,
gross margin was able to be maintained
due to the focus placed on negotiating
better prices with suppliers, an improvement
in freight costs throughout the year as
availability improved and costs gradually
returning to pre-COVID levels.
During the financial year there was a
continued focus on reducing operating costs
wherever possible given the high inflationary
environment locally and globally. Inventory
levels were managed well to preserve
liquidity and ended the year lower than
the prior corresponding period. This gives
the Group the flexibility needed to adjust
to the trading environment as it continues
to evolve. The balance sheet remains in
a strong position with improved working
capital compared to the prior corresponding
period and a healthy cash reserve.
During the financial year the Group
implemented intercompany charges to
reflect brand value provided by New
Zealand for the benefit of Australia,
procurement services provided by New
Zealand to Australia, and management
services provided by one related entity to
another. These charges have impacted the
profit before income tax of the segments
reported and are therefore not directly
comparable to the prior corresponding
period segment results. These charges have
been implemented based on professional
advice and are consistent with comparable
industry benchmarks.
GLASSONS - AUSTRALIAGLASSONS - AUSTRALIA
Sales in Australia were $191.23 million
which was an increase of +21.8% on the
prior corresponding period. Net profit after
tax was $17.11 million, a decrease of -10.5%
on the prior corresponding period ($19.11
million). As noted above, the current year
profit has been impacted by intercompany
charges implemented during the year.
During the year, a new store was opened in
Macarthur Square, Sydney. Several stores
were extended and refurbished during the
year including the Pacific Fair, Carindale,
and Indooroopilly stores in Queensland; the
Chapel Street, Melbourne Central, Frankston
and Eastlands stores in Victoria; and the
Birkenhead store in New South Wales.
Further refurbishments and new store
openings are planned in the next six months,
including a second store in Adelaide in
Rundle Mall due to open in February 2024.
Additional office and warehouse space was
taken adjacent to the current Fulfilment
Centre in Sydney to ensure adequate space
was in place to support the expected future
growth of the Australian operations.
GLASSONS - NEW ZEALANDGLASSONS - NEW ZEALAND
Sales in New Zealand for the year were
$112.45 million, an increase of +7.7% on the
prior corresponding period. Net profit after
tax was $10.89 million, an increase of +167.1%
on the prior corresponding period ($4.08
million). As noted above, the current year
profit has been impacted by intercompany
charges implemented during the year.
Over the last year, the Botany store in
Auckland and the Napier store were
refurbished, and the Albany store was
relocated to a new location in the mall just
after year end in September 2023. The
Christchurch CBD store is in the process
of being relocated and moved to a pop-up
location in July where it continues to trade
until the new store is ready in November
2023.
Online sales continue to be a significant
contribution to sales, although this has
reduced compared to the COVID lockdown
period. Digital investment is sustained to
ensure that growth continues. The Glassons
App now has over 1.5 million downloads, and
more functions are being added regularly to
enhance the user experience.
Glassons maintains an ability to stay at
the forefront of trends due to the brands
deep understanding of their customer
base, a commitment to staying agile and
responsive and a willingness to adapt. This
is supported by our commitment to quality,
balanced with affordability and our focus on
sustainability to ensure that Glassons is in a
good shape heading into the new financial
year.
HALLENSTEIN BROTHERSHALLENSTEIN BROTHERS
Sales for the 12-month period were $106.03
million (including Australia), an increase
of +17.9% on the prior corresponding
period. Net profit after tax was $3.89
million, an increase of +85.7% on the prior
corresponding period ($2.09 million).
During the year, the Invercargill store was
relocated to the new Invercargill Central
mall and was fitted with a new concept
design. The Palmerston North store was
also refurbished with the new concept
design. In July 2023 the Christchurch CBD
was relocated to a new location in the
city center. Also in July, the Newmarket
store in Auckland was closed. Further
refurbishments are planned in the next
six months. In Australia, the Garden City
store was moved into a temporary site
in July and will open in a new location in
November 2023.
While sales in formal tailored products have
continued to decline, Hallenstein Brothers
have successfully adapted their range to
offer a diverse range of quality, on trend
and affordable products. Online sales are
still a key contributor to growth and the
team have a commitment to customer
satisfaction that helps the brand appeal
to their customers and their continued
growth, on both sides of the Tasman, in
a competitive market.
E-COMMERCEE-COMMERCE
Online sales declined over the period by
-23.5% against the prior corresponding
period. This decline marks the impact of
the COVID disruptions experienced at the
beginning of the 2022 financial year, but
also is in part due to a strong drive from
customers to get back into the physical
stores post COVID, which has seen the
demand for online shopping reduce
compared to recent comparative periods.
Online sales now represent 18.29% of total
sales for the full financial year, down from
27.88% in the prior corresponding period.
While declining compared to the periods
impacted by COVID, online sales are 71.4%
higher than the 2019 financial year (the
last comparative with no COVID impact).
In 2019 online sales represented 15.20% of
total sales. There is a continued focus on
digital development and marketing across
the Group to drive engagement across all
channels and ensure that customers enjoy
a true omni channel experience.
DIVIDEND DIVIDEND
The Directors have declared a final dividend
of 24 cents per share (partially imputed at
75%) (24 cents per share not imputed last
year) to be paid on 15th December 2023.
Together with the interim dividend of 24
cents per share that was paid on 19th April
2023, the full year dividend is 48 cents per
share. The dividend payment is able to be
maintained as the Company’s balance sheet
continues to remain strong, and inventory
levels well controlled. The intercompany
charges implemented during the year has
resulted in greater profitability in New
Zealand and therefore improved imputation
credits available for our New Zealand
shareholders.
FUTURE OUTLOOK FUTURE OUTLOOK
The first eight weeks of the new financial
year have seen Group sales decline by
-5.86% on the prior corresponding period.
The current economic conditions and cost-
of-living pressures are impacting on the
consumers spending habits across both
countries and brands. This was coupled with
an unseasonably warm winter which made
clearing winter products more challenging.
We have been encouraged by the reaction
to the new season product as it has been
released in recent weeks.
It has been pleasing to see gross margin
tracking ahead of the prior year, despite
the continued strengthening of the USD
exchange rate. This reflects the strong
relationships we have with our suppliers
and the lower freight costs compared to
the prior year. We continue to look for
operational and cost efficiencies, while
remaining agile with our product offerings
to ensure we are well positioned for the
upcoming peak trade period.
A further update will be provided at
the Annual Meeting of Shareholders in
December 2023.
5
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
6
REPORT
GROUP CEO GROUP CEO
During the latter half of the financial
year, we confronted fresh challenges,
including increasing inflation, elevated
interest rates, and a mounting cost of
living crisis. It is gratifying to note that
our dedicated team adeptly steered
through these hurdles, ultimately
delivering yet another commendable
outcome.
We successfully maintained our
margins in the face of persistent
cost pressures throughout the
period. We worked closely with our
long-term third-party suppliers to
secure competitive pricing without
compromising product quality.
Moreover, our freight services and
lead times have stabilised, reverting
to pre-COVID levels.
This not only bolstered our margins
but also facilitated a reduction in
stock levels throughout our business.
Cost of doing business has also
increased but there is a continued
focus on keeping this in check to
sustain profitability going into the
new financial year.
Throughout the year, we faced
higher operational costs due to
rising minimum wages in the markets
we operate in, as well as increased
expenses caused by global economic
inflation. To address this, we made
cost adjustments while simultaneously
maintaining our brand investments.
As the world began to open up again,
our teams have resumed visiting
suppliers and restarted buying trips.
While the second half was more
challenging than the first, it was good
to see sales growth on both sides
of the Tasman. Glassons maintains
its position as a leading fashion
brand, showing remarkable agility in
responding to customer demands and
staying relevant in the markets where
it operates. Furthermore, we are
committed to expanding our physical
store footprint in Australia and making
strategic investments in digital in both
markets. Hallenstein Brothers continue
to adjust their product offerings to
include a diverse range of quality, on-
trend, and affordable items as tailored
sales have now stabilised at a much
lower share of revenue. This flexibility
in their product range allows them to
cater to a broader customer base in
New Zealand and Australia.
IN THE FINANCIAL YEAR 2023, WE MARKED THE FIRST UNINTERRUPTED YEAR
OF TRADE POST THE COVID-19 PANDEMIC, WHICH TRANSLATED INTO
A RECORD-BREAKING SALES PERFORMANCE FOR THE GROUP.
7
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
RETAILRETAIL
Following the easing of COVID-19 restrictions, we observed
a significant return of customers to our stores and footfall
numbers increased significantly. It is apparent that
customers still want the physical retail experience to support
the online experience, thus we have continued to invest
in our stores. Over the last financial year we have opened
a new Glassons Store in Australia as well as refurbishing
eight stores. In Glassons New Zealand two stores were
refurbished with another two already completed in the first
few months of the new season. Hallensteins Brothers had
three refurbished stores over the last financial year with two
currently underway in Australia and New Zealand. In addition
to the physical appearance of our stores, investment has
been made in training our staff. The introduction of more
enhanced technology will improve the customer experience,
showing our commitment to staying up-to-date with
industry trends and meeting customer expectations.
DIGITALDIGITAL
Despite a decline in digital sales during the financial year, they remained significantly higher, up over 71% compared
to pre-pandemic levels. Digital sales continue to play a crucial role in our business, constituting 18.3% of total Group sales.
Our substantial investment in digital platforms is vital as consumer expectations for superior online experiences grow.
The team also continue to produce world-class marketing campaigns across the digital channels.
The Glassons App now has over 1.5 million downloads, with new functionality being added regularly enhancing users
experience and allowing our customers to seamlessly switch between online and physical purchasing.
Hallensteins Brothers focus on customer engagement has increased their following across their social channels in New
Zealand and Australia. This, inline with the investment in the website has led to increased online sales particularly in Australia.
We are committed to ongoing investment and focus on digital strategies to drive further growth in online sales and to
maintain our position as market leaders in this area.
117
STORES ACROSSSTORES ACROSS
THE GROUPTHE GROUP
1
NEW NEW
STORESTORE
13
STORESSTORES
REFURBISHEDREFURBISHED
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
PRODUCT PRODUCT
Our Buying Teams have been
working closer than ever with our
suppliers, collaborating to create
high-quality, on-trend clothing
at affordable prices. There has
been significant investment in our
speed to market and cost price
management. With the teams being
able to travel again, they can stay up
to date with international trends and
work closely with our key suppliers
in China, India, and Bangladesh to
develop new products. Producing
relevant and desirable products
remains at the core of our business,
and we are dedicated to driving
product innovation to maintain
our leadership in the market.
SUSTAINABILITYSUSTAINABILITY
In our ongoing sustainability
journey, we've encountered a
changing world that constantly
challenges our awareness. From
the ongoing climate crisis to the
critical need for fair and ethical
supply chains, we understand that
sustainability is not a choice but
an imperative. We are committed
to producing garments from more
sustainable materials and working
towards obtaining certifications
that highlight our efforts.
We're expanding our audits
throughout the supply chain,
collaborating with suppliers to
enhance standards, and focusing
on important issues like gender
equality, worker representation,
quality control, and fair wages.
While there is more work ahead,
we are taking steps in the right
direction. Central to our strategy
is maintaining integrity and
transparency, principles that guide
everything we do. For more details,
you can visit our regularly updated
sustainability pages on our websites.
8
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
OUTLOOKOUTLOOK
In the new financial year, we anticipate that the
Australasian retail sector, like the broader economy, will
continue to be greatly influenced by ongoing uncertainties.
These include global economic conditions, customer
sentiment, cost pressures and higher interest rates.
Despite the challenges, there have been positive reactions
to our new season products, and we are pleased that
the gross margin is in a favourable position compared
to the previous year.
While we acknowledge the challenges stemming from
foreign exchange pressures and rising costs due to
inflation, we remain committed to our strategic direction.
To mitigate the effects of rising costs, we will implement
cost saving measures throughout the year. We recognize
that trading conditions could be challenging, and we
are prepared for these potential difficulties. Our focus
is on consistently delivering high-quality, affordable
fashion products to our customers, all while upholding
our sustainability principles. We'll continue to invest in
digital to enhance customer engagement, as well as make
improvements to our physical stores for an exceptional
customer experience. This strategic approach, coupled
with our dedication to operating excellence and investing
in our team puts us in a good position for the new
financial year.
In conclusion, I would like to express my gratitude to
the team for their continued loyalty and commitment
to our business. With their support and dedication,
I am confident that the Group is well-positioned for a
successful future.
9
STUART DUNCANSTUART DUNCAN
CHIEF EXECUTIVE OFFICER
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
10
SUSTAINABILITYSUSTAINABILITY
MATTERS
This is our fourth year of sustainability reporting. During that time, we’ve stayed true to
our strategy, a journey that embraces a genuine goal of doing more and doing better.
Basing our business practices on our sustainability framework, grounded in our three
pillars (People, Planet, Product), helps us to focus our efforts to do better.
Following is a summary of the report but you can read the full version on the
Group website at www.hallensteinglasson.co.nz/sustainability
11
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
11
TO BUILD A BUSINESS ON A FIRM FOUNDATION OF INTEGRITY
Diverse
Workforce
Safe Working
Environment
Career
Development
Carbon
Footprint
Climate
Change
Preparation
Environmental
Impact
Sourcing
Materials
Product
Stewardship
Ethical
Factories
To create
an inclusive
workplace
culture.
Deliver a
workplace
where
employees feel
secure and
enjoy a safe
space.
Provide
opportunity
to further
development
of career
aspirations
and goals.
Provide
meaningful
change by
reducing and
offsetting
our carbon
footprint.
Tackle
climate change
and build a
globally
climate
resilient
business.
Minimise the
environmental
impacts
of our
operations.
Source
materials that
minimise the
environmental
impact.
Support a
considered
transition
from a linear
to a circular
model.
Partnering
with supplier
factories
that uphold
international
labour rights.
Diversity
& Inclusion
Worker
wellbeing
Investing
in people
Reduction
roadmap
Mitigate
for future
scenarios
Reduce
waste
Affordability
of products
End
of life
Worker
welfare
Work-life
balance
Training
& Education
Minimising
risk to people,
communities
and property
Energy
efficiency
Cruelty free
fashion
Product
Planet
People
COMMUNICATE OUR STRATEGY CLEARLY TO STAFF, CUSTOMERS AND SHAREHOLDERS
IMPORTANT ISSUES
GOAL
FOCUS AREA
PILLARS
VISION
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
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CERTIFICATIONSINCREASEREDUCE
OCS/GRS
Certified Organic or Recycled
cotton
Conventional cotton
EUROPEAN FLAX
®
Certified Eco linenNon Certified linen
LENZING™ ECOVERO™
Certified Eco viscoseNon Certified viscose
GRS
Certified Recycled polyester
Virgin
polyester
GRS
Certified Recycled nylonVirgin nylon
GRS
Certified Recycled woolVirgin wool
At HGH, we’re all about designing and retailing quality menswear, womenswear, and accessories. Our products,
how they’re made, and what they’re made from, are at the core of our sustainability strategy. Choosing materials
that are sustainably sourced is key. What do we mean by this?
In 2022, we launched our Fabric Matrix, which lists our preferred lower-impact materials.
A SNAPSHOT OF OUR 2023 FOCUS AREAS ARE:
1. SOURCING MATERIALS1. SOURCING MATERIALS
PRODUCT PILLARPRODUCT PILLAR
We’re a retailer, so we don’t own or manage the factories that make our
garments. But we want to make sure that our suppliers meet our high
ethical and quality standards. We choose our suppliers carefully, seeking
transparency, close working relationships and a joint dedication to high
standards. These standards include:
STRONG ETHICS
An ethical factory is one which focuses on worker welfare and has a safe
working environment. It upholds international labour rights and respects
the environment.
GOOD VISIBILITY
We want to know who is in our supply chain and how they operate.
We achieve visibility through:
— auditing
— partners such as Qualspec SGT and QIMA
— eyes and ears on the ground, we visit our factories to check conditions
first-hand.
2. ETHICAL FACTORIES2. ETHICAL FACTORIES
DO NOT USE
Angora
Silk
Fur
Mohair
Exotic skins
FABRIC SOURCING MATRIXFABRIC SOURCING MATRIX
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
13
PLANET PILLARPLANET PILLAR
In our 2022 report, we talked about creating our Carbon
Reduction Roadmap. It’s been one of our biggest-ever
projects and required us to measure our carbon footprint
– no small task! We have spent the last few years working
with our partners to ensure we can measure our carbon
footprint as accurately as possible. We have engaged
carbon specialists, Tadpole, to keep us moving in the right
direction, and over the next six months, we’ll finalise our
roadmap using science-based targets to help us achieve
meaningful carbon reduction.
1. OUR CLIMATE JOURNEY1. OUR CLIMATE JOURNEY
We know we need to work hard in this area, collaborating
with key partners to maximize the three Rs: Reduce, Reuse,
Recycle. We are lucky to be partnering with EnviroWaste,
Waste Pro, and the Better Packaging Co., to ensure that we
can stay focused with our goals to reduce our waste.
2. LESS IS MORE2. LESS IS MORE
THREE RS CONTINUE TO BE OUR FOCUS –
REDUCE, REUSE, RECYCLE
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
14
We value our employees and we’re very aware that ongoing
training and development is the key to our success as a
business. Whether in-house or further afield, organising
education and training opportunities for our people is an
investment we’re happy to make. Made with Care extends
to our people too.
In the last 12 months our employees have participated in
further education opportunities abroad
— Harvard Leadership Training
— National Retail Federation Retailer’s Big Show (New York)
— KiwiSaver Workshop at HGH New Zealand head office
1. INVESTING IN OUR TEAM1. INVESTING IN OUR TEAM
PEOPLE PILLARPEOPLE PILLAR
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
15
The knowledge, empathy, and attitude of HGH managers
and leaders can have a big positive impact on the
wellbeing of our wider workforce. Retail attracts a
predominantly young workforce, and this puts managers
and team leaders in a position where their colleagues
trust and depend on them for help. So in 2023, we’ve
put more focus on supporting these key team members
through mental health and wellbeing workshops.
2. CARING FOR OUR TEAM2. CARING FOR OUR TEAM
WORKING WITH RAISE
Hallenstein Brothers teamed up with Raise to roll out
a series of mental health and wellbeing workshops for
managers and team leaders.
WORKING WITH FIBREHR
Glassons Australia regional managers attended a session
on workplace mental health and how to create a safe
and healthy work environment hosted by specialist HR
consulting firm FibreHR .
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
16
106
TOTAL SALESTOTAL SALES
M
UP +17.9%
$
41
4
NEW ZEALAND
STORESSTORES
AUSTRALIA
STORESSTORES
INSTAGRAM INSTAGRAM
FOLLOWERSFOLLOWERS
57. 9
TIKTOK TIKTOK
FOLLOWERSFOLLOWERS
81.4
K
K
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
17
106
HALLENSTEIN BROTHERS
CONTINUE TO ADJUST THEIR
PRODUCT OFFERINGS TO
INCLUDE A DIVERSE RANGE
OF QUALITY, ON-TREND,
AND AFFORDABLE ITEMS.
STUART DUNCANSTUART DUNCAN
CHIEF EXECUTIVE OFFICER
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
18
112
M
NEW ZEALAND SALESNEW ZEALAND SALES
UP +7.7%
$
AUSTRALIAN SALESAUSTRALIAN SALES
191
M
UP +21.8%
$
36
36
NEW ZEAL AND
STORESSTORES
AUSTRALIA
STORES
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
19
INSTAGRAM INSTAGRAM
FOLLOWERSFOLLOWERS
682
TIKTOK TIKTOK
FOLLOWERSFOLLOWERS
201.3
K
K
WE ARE COMMITTED
TO EXPANDING
OUR PHYSICAL
STORE FOOTPRINT
IN AUSTRALIA AND
MAKING STRATEGIC
INVESTMENTS IN
DIGITAL IN BOTH
MARKETS.
STUART DUNCANSTUART DUNCAN
CHIEF EXECUTIVE OFFICER
20
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
21
HALLENSTEIN GLASSON HOLDINGS LIMITED | ANNUAL REPORT 2023
21
22
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its 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).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
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) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its 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).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
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) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000, www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2023, its financial performance and its 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).
What we have audited
The Group's financial statements comprise:
the statement of financial position as at 1 August 2023;
the statement of comprehensive income for the year then ended;
the statement of changes in equity for the year then ended;
the statement of cashflows for the year then ended; and
the notes to the accounts, which include significant accounting policies and other explanatory
information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statementssection of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
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) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards)issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. The provision of these other
services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
23
PwC
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
As at 1 A ugust 2021, the Group held
$27.8 million (2020: $24.6 million) of
finished goods, net of inventory
adjustments of $1.4 million (2020: $0.4
million). Given the size of the inventory
balance relative to the total assets of the
Group and the estimates and judgements
described below, the valuation of
inventory required significant
audit attention and is a key audit matter.
As disclosed in Note 3.2, inventory is held
at the lower of cost and net
realisable value (NRV) determined using
the weighted average cost method. At
year end, the valuation of inventory is
reviewed by management and the
carrying value of inventory is reduced
where inventory is forecast to be sold
below cost.
The inventory adjustment is determined
based on various factors including
historical data, current trends and product
information from buyers. Determining the
appropriate level of provisioning involves
judgement and the application of
assumptions including management’s
expectations of future sales levels and
estimation of selling price adjustments.
We have performed the following procedures over
the valuation of inventory:
●For a sample of inventory items, tested costing to
supplier invoices and shipping documents;
●We tested that the ageing report used by
management correctly aged inventory items by
agreeing a sample of aged inventory items to the
date of purchase as shown on third party invoices;
●On a sample basis we tested the net realisable
value of inventory items to recent selling prices;
●We assessed the percentage write down applied
to older inventory with reference to historic
inventory write downs and recoveries on slow
moving inventory;
●We re-perfomed the calculation of the inventory
write down;
●Considered the impact of COVID-19 on the
inventory valuation by discussing the impact with
management and considering the impact on slow
moving items on the NRV calculations;
●We also made enquires of management, including
those outside of the finance function, and
considered the results of our testing above to
determine whether any specific write downs were
required; and
●Reviewed the appropriateness of disclosures in
the financial statements.
From the procedures performed no material
exceptions were identified.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its 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).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
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) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PwC
Description of the key audit matterHow our audit addressed the key audit matter
Inventory valuation
As at 1 August 2023, the Group held
$31.0 million of finished goods, net of
inventory adjustments of $0.3 million.
Given the size of the inventory balance,
and the estimates and judgements
described below, the valuation of
inventory required significant audit
attention and is a key audit matter.
As disclosed in Note 3.2, inventories are
held at the lower of cost and net realisable
value (NRV). At year end, the valuation of
inventory is reviewed by management and
its cost is reduced where inventory is
forecast to be sold below cost.
The inventory adjustment is determined
based on various factors including
historical data, current trends, inventory
ageing and product information from
buyers. Determining the appropriate level
of provisioning involves judgement and
the application of assumptions including
management's estimation of future selling
prices.
Our audit procedures included:
for a sample of inventory items, testing inventory
costing to supporting documentation;
testing the accuracy of the ageing report used by
management to calculate inventory provisions by
agreeing a sample of aged inventory items to
supporting documentation;
for a sample of inventory items, testing the net
realisable value of inventory items to selling
prices;
performing analytical procedures on selected
inventory provisions to assess their
reasonableness and that they appropriately met
our expectations;
enquiries of management and considered the
results of our testing above to determine whether
any specific write downs were required; and
reviewing the appropriateness of disclosures in
the financial statements.
Our audit approach
Overview
Overall group materiality: $2.27 million, which represents approximately
5% of Group profit before tax.
We chose Group profit before tax as the benchmark because, in our view,
it is the benchmark against which the performance of the Group is most
commonly measured by users, and is a generally accepted benchmark.
Our Group audit scoping focussed on the major operating subsidiaries
which were selected based on their contribution to the Group’s revenue or
profit before tax. We performed substantive analytical procedures over the
other subsidiaries.
As reported above, we have one key audit matter being inventory
valuation.
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
24
PwC
Our audit approach
Overview
Overall group materiality: $2.3 million, which represents
approximately 5% of Group profit before tax.
We chose Group profit before tax as the benchmark because, in our
view, it is the benchmark against which the performance of the
Group is most commonly measured by users, and is a generally
accepted benchmark.
Our Group audit scope focused on the major operating locations. In
aggregate, the locations selected as part of our audit scoping
contributed 98% of the Group’s Revenue and 99% of the Group’s
profit before tax.
We agreed with the Audit and Risk Committee that we would report
to them any misstatements identified during our audit above
$100,000 as well as misstatements below that amount that, in our
view, warranted reporting for qualitative reasons.
As reported above, we have one key audit matter, being:
●Inventory valuation
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the financial statements. In particular, we considered where management made
subjective judgements; for example, in respect of significant accounting estimates that involved
making assumptions and considering future events that are inherently uncertain. As in all of our audits,
we also addressed the risk of management override of internal controls, including among other
matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate, on the financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its 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).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
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) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PwC
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the financial statements are free from material misstatement.
Misstatements may arise due to fraud or error. They are considered material if, individually or in
aggregate, they could reasonably be expected to influence the economic decisions of users taken on
the basis of the financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the financial statements as a whole as set out above. These,
together with qualitative considerations, helped us to determine the scope of our audit, the nature,
timing and extent of our audit procedures and to evaluate the effect of misstatements, both individually
and in aggregate, on the financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an
opinion on the financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the financial statements and our
auditor's report thereon. The Annual report is expected to be made available to us after the date of this
auditor's report.
Our opinion on the financial statements does not cover the other information and we will not express
any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the audit, or otherwise appears to be materially
misstated.
When we read the other information not yet received, if we conclude that there is a material
misstatement therein, we are required to communicate the matter to the Directors and use our
professional judgement to determine the appropriate action to take.
Responsibilities of the Directors for the financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the 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 financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible 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 financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements, as a
whole, are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs 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 financial statements.
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
25
PricewaterhouseCoopers, PwC Tower, 15 Customs Street West, Private Bag 92162, Auckland 1142 New Zealand
T: +64 9 355 8000,
www.pwc.co.nz
Independent auditor’s report
To the shareholders of Hallenstein Glasson Holdings Limited
Our opinion
In our opinion, the accompanying financial statements of Hallenstein Glasson Holdings Limited (the
Company), including its subsidiaries (the Group), present fairly, in all material respects, the financial
position of the Group as at 1 August 2021, its financial performance and its 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).
What we have audited
The Group's financial statements comprise:
●the statement of financial position as at 1 August 2021;
●the statement of comprehensive income for the year then ended;
●the statement of changes in equity for the year then ended;
●the statement of cash flows for the year then ended; and
●the notes to the financial statements, which include significant accounting policies and other
explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the financial statements section of our
report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
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) (PES 1) issued by the New Zealand Auditing and Assurance Standards
Board and the International Code of Ethics for Professional Accountants (including International
Independence Standards) issued by the International Ethics Standards Board for Accountants (IESBA
Code), and we have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of tax compliance and tax advisory
services. In addition, certain partners and employees of our firm may deal with the Group on normal
terms within the ordinary course of trading activities of the Group. These relationships and provision
of other services has not impaired our independence as auditor of the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the financial statements of the current year. These matters were addressed in the context
of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters.
PwC
Description of the key audit matter How our audit addressed the key audit matter
Inventory valuation
As at 1 A ugust 2021, the Group held
$27.8 million (2020: $24.6 million) of
finished goods, net of inventory
adjustments of $1.4 million (2020: $0.4
million). Given the size of the inventory
balance relative to the total assets of the
Group and the estimates and judgements
described below, the valuation of
inventory required significant
audit attention and is a key audit matter.
As disclosed in Note 3.2, inventory is held
at the lower of cost and net
realisable value (NRV) determined using
the weighted average cost method. At
year end, the valuation of inventory is
reviewed by management and the
carrying value of inventory is reduced
where inventory is forecast to be sold
below cost.
The inventory adjustment is determined
based on various factors including
historical data, current trends and product
information from buyers. Determining the
appropriate level of provisioning involves
judgement and the application of
assumptions including management’s
expectations of future sales levels and
estimation of selling price adjustments.
We have performed the following procedures over
the valuation of inventory:
●For a sample of inventory items, tested costing to
supplier invoices and shipping documents;
●We tested that the ageing report used by
management correctly aged inventory items by
agreeing a sample of aged inventory items to the
date of purchase as shown on third party invoices;
●On a sample basis we tested the net realisable
value of inventory items to recent selling prices;
●We assessed the percentage write down applied
to older inventory with reference to historic
inventory write downs and recoveries on slow
moving inventory;
●We re-perfomed the calculation of the inventory
write down;
●Considered the impact of COVID-19 on the
inventory valuation by discussing the impact with
management and considering the impact on slow
moving items on the NRV calculations;
●We also made enquires of management, including
those outside of the finance function, and
considered the results of our testing above to
determine whether any specific write downs were
required; and
●Reviewed the appropriateness of disclosures in
the financial statements.
From the procedures performed no material
exceptions were identified.
PwC
A further description of our responsibilities for the audit of the financial statements is located at the
External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
Who we report to
This report is made solely to the Company’s shareholders,as a body. Our audit work has been
undertaken so that we might state those matters which 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 toanyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Indumin
Senaratne (Indy Sena).
For and on behalf of:
Chartered AccountantsAuckland
29 September 2023
INDEPENDENT AUDITOR’S REPORTINDEPENDENT AUDITOR’S REPORT
TO THE SHAREHOLDERS OF HALLENSTEIN GLASSON HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOMESTATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 1 AUGUST 2023
$’000NOTE20232022
Sales revenue2.1409,711351,214
Cost of sales2.1(174,863)(148,950)
Gross profit234,848202,264
Other operating income2.2253439
Selling expenses(140,462)(126,947)
Distribution expenses(14,008)(12,043)
Administration expenses(32,825)(26,658)
Total expenses( 1 87, 2 95)(165,648)
Operating profit47, 8 0 637,055
Finance income2.11,171177
Finance expense2.1, 2.2(3,556)(2,146)
Profit before income tax45,42135,086
Income tax expense6.1(13,444)(9,481)
Net profit after tax attributable to the shareholders
of the Holding Company2.131,97725,605
Other comprehensive income
– Items that will not be reclassified to profit or loss
Gains (net of tax) on revaluation of land and buildings6.11,63248
Increase in share option reserve6.1135168
– Items that may be subsequently reclassified to profit or loss
Fair value gain (net of tax) in cash flow hedge reserve 6.1367125
Total comprehensive income for the year attributable
to the shareholders of the Holding Company34,11125,946
Earnings per share
Basic and diluted earnings per share2.4 53.61 42.93
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
26
STATEMENT OF FINANCIAL POSITIONSTATEMENT OF FINANCIAL POSITION
AS AT 1 AUGUST 2023
$’000NOTE20232022
Equity
Contributed equity5.128,14027, 8 05
Asset revaluation reserve26,52624,894
Cashflow hedge reserve999632
Share option reserve294228
Retained earnings40,36236,894
Total equity96,32190,453
Represented by
Current assets
Cash and cash equivalents3.132,47835,113
Trade and other receivables318466
Advances to employees160242
Prepayments5,4315,275
Taxation receivable
-572
Inventories3.231,00533,441
Derivative financial instruments7. 51,4521,188
Total current assets70,84476,297
Non-current assets
Property, plant and equipment4.256,36750,415
Right of use assets4.165,28567,14 6
Investment property4.33,2083,372
Intangible assets717601
Deferred tax6.26,1487, 36 4
Total non-current assets131,725128,898
Total assets202,569205,195
Current liabilities
Trade payables8,10413,288
Employee benefits7.17, 2 9 47, 2 52
Other payables13,88816,503
Lease liabilities4.125,14724,655
Derivative financial instruments7. 547289
Taxation payable590-
Total current liabilities55,07061,987
Non-current liabilities
Lease liabilities4.151,17852,755
Total liabilities106,248114,742
Net assets96,32190,453
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
The Financial Statements are signed for and on behalf of the Board and were authorised for issue on 29 September 2023.
GRAEME POPPLEWELLGRAEME POPPLEWELL
DIRECTOR
29 SEPTEMBER 2023
MALCOM FORDMALCOM FORD
DIRECTOR
29 SEPTEMBER 2023
27
STATEMENT OF CHANGES IN EQUITYSTATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 1 AUGUST 2023
$’000
NOTE
SHARE
CAPITAL
TREASURY
STOCK
ASSET
REVALUATION
RESERVE
CASH
FLOW
HEDGE
RESERVE
SHARE
OPTION
RESERVE
RETAINED
EARNINGS
TOTAL
EQUITY
Balance at 1 August 202129,279(1,922)24,84650710136,34289,153
Comprehensive income
Profit for Year-----25,60525,605
Revaluation net of tax6.1--48---48
Cash flow hedges net of tax6.1---125--125
Increase in share option reserve6.1----168-168
Total comprehensive income --4812516825,60525,946
Transactions with owners
Sale of Treasury Stock5.1, 5.2-259----259
Dividends 2.3, 5.1-148---(25,053)(24,905)
Transfer of share option
reserve to retained earnings
-----(41)41-
(Gain) / loss on sale of
treasury stock transferred
to retained earnings
5.1-41---(41)-
Total transactions with
owners
-448--(41)(25,053)(24,646)
Balance at 1 August 202229,279(1,474)24,89463222836,89490,453
Comprehensive income
Profit for year-----31,97731,977
Revaluation net of tax6.1--1,632---1,632
Cash flow hedges net of tax6.1---367--367
Increase in share option
reserve
6.1----135-135
Total comprehensive income --1,63236713531,97734,111
Transactions with owners
Sale of treasury stock5.1, 5.2-303----303
Dividends2.3, 5.1-86---(28,632)(28,546)
Transfer of share option
reserve to retained earnings ----(69)69-
(Gain) / loss on sale of
treasury stock transferred
to retained earnings 5.1-(54)---54-
Total transactions with
owners
-335--(69)(28,509)(28,243)
Balance at 1 August 202329,279(1,139)26,52699929440,36296,321
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
28
STATEMENT OF CASH FLOWSSTATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 1 AUGUST 2023
$’000NOTE2023
Cash flows from operating activities
Cash was provided from:
Sales to customers409,444351,569
Rent received2.2253249
Government grants2.22432,362
Interest income2.11,165170
Interest on debtors2.167
411,111354,357
Cash was applied to:
Payments to suppliers253,2542 17, 6 63
Payments to employees74,42966,427
Interest paid on leases2.23,5562,146
Taxation paid11,84915,633
343,088301,869
Net cash flows from operating activities68,02352,488
Cash flows from investing activities
Cash was provided from:
Proceeds from sale of property, plant and equipment and intangible assets39761
Repayment of employee advances8249
479110
Cash was applied to:
Purchase of property, plant and equipment and intangible assets4.214,8118,281
14,8118,281
Net cash flows applied to investing activities(14,332)(8,171)
Cash flows from financing activities
Cash was provided from:
Sale of treasury stock and dividends5.1, 5.2389407
389407
Cash was applied to:
Dividend paid2.328,63225,053
Lease liability payments4.128,08323,762
56,71548,815
Net cash flows applied to financing activities(56,326)(4 8 , 4 0 8)
Net decrease in funds held(2,635)(4 ,0 91)
Cash and cash equivalents at the beginning of the year35,11339,204
Cash and cash equivalents at the end of the year3.132,47835,113
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
2022
29
STATEMENT OF CASH FLOWS CONTINUEDSTATEMENT OF CASH FLOWS CONTINUED
FOR THE YEAR ENDED 1 AUGUST 2023
$’000
NOTE20232022
Net profit after taxation31,97725,605
Add/(deduct) items classified as investing or financing activities
Gain on sale of plant and equipment2.2(217)(13)
Add/(deduct) non cash items
Depreciation and amortisation2.238,11134,144
Gain on termination of lease2.2(304)-
Net fair value loss on investment property2.2 164 -
Deferred taxation6.2435(969)
Impairment expense2.2-271
Share option expense135168
Add/(deduct) movements in working capital items
Taxation payable1,162(5,183)
Trade and other receivables and prepayments(3,943)
Trade and other payables and employee benefits8,039
Inventories2,436(5,631)
Net cash flows from operating activities68,02352,488
RECONCILIATION OF PROFIT AFTER TAXATION TO CASH FLOWS FROM OPERATING ACTIVITIES
The Notes to the Financial Statements form an integral part of and are to be read in conjunction with these Financial Statements.
(8)
(5,868)
30
Statement of compliance
These financial statements for the year ended 1 August 2023 have been prepared in accordance with
Generally Accepted Accounting Practice (GAAP). They comply with New Zealand equivalents to International
Financial Reporting Standards (NZ IFRS), other New Zealand accounting standards and authoritative notices
that are applicable to entities that apply NZ IFRS. The financial statements comply with International Financial
Reporting Standards (IFRS).
Basis of preparation of financial statements
The principal accounting policies adopted in the preparation of the financial statements are set out below.
These policies have been consistently applied to all the periods presented, unless otherwise stated.
The reporting currency used in the preparation of these financial statements is New Zealand dollars,
rounded where necessary to the nearest thousand dollars.
Entities reporting
The financial statements are the Consolidated Financial Statements of the Group comprising Hallenstein
Glasson Holdings Limited and its subsidiaries, together they are referred to in these financial statements as
‘the Group’. The parent and its subsidiaries are designated as for-profit entities for financial reporting purposes.
Principles of consolidation
Subsidiaries
Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is
transferred to the Group. They are deconsolidated from the date that control ceases.
Intercompany transactions, balances and unrealised gains and losses on transactions between Group companies
are eliminated. Accounting policies of subsidiaries have been changed where necessary to ensure consistency
with the policies adopted by the Group.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
1. BASIS OF PREPARATION
This section presents a summary of information considered relevant and material to assist the reader in understanding
the foundations on which the financial statements as a whole have been compiled. Accounting policies specific to
notes shown in other sections are disclosed in a shaded box and are included as part of that particular note.
1.1 GENERAL INFORMATION
Reporting entity
Hallenstein Glasson Holdings Limited (“Company” or “Parent”) together with its subsidiaries (the “Group”)
is a retailer of men’s and women’s clothing in New Zealand and Australia.
The Company is a limited liability company incorporated and domiciled in New Zealand. The address of its
registered office is Level 3, 235-237 Broadway Newmarket, Auckland.
Statutory base
Hallenstein Glasson Holdings Limited is a company registered under the Companies Act 1993 and is a FMC
reporting entity under Part 7 of the Financial Markets Conduct Act 2013. The Company is also listed on the
New Zealand Stock Exchange (NZX). The financial statements of the Group have been prepared in accordance
with the requirements of Part 7 of the Financial Markets Conduct Act 2013 and the NZX Main Board Listing Rules.
The financial statements were approved for issue by the Board of Directors on 29 September 2023.
1.2 GENERAL ACCOUNTING POLICIES
31
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
Retail 161 Limited and Retail 161 Australia Limited have been non-trading companies for the last four years since
Storm was disestablished from the Group. During the financial year ended 1 August 2023, these companies were
wound up and deregistered from the New Zealand Companies Register.
Historical cost convention
These financial statements have been prepared under the historical cost convention, as modified by the
revaluation of investment property, land and buildings and financial assets and liabilities (including derivative
instruments) measured at fair value.
Critical accounting estimates, judgements and assumptions
The preparation of financial statements in conformity with NZ IFRS and IFRS requires the use of certain critical
accounting estimates. It also requires management to exercise its judgement in the process of applying the
Group’s accounting policies.
Property, plant and equipment: The Group has assessed whether the carrying value of its property,
plant and equipment has suffered any impairment since they were acquired. The recoverable amounts
of cash generating units (at a store level) have been determined based on value in use calculations.
These calculations require the use of estimates and projections of future operating performance.
Inventory provision: The Group assessed the inventory provision using management judgement which considers
a range of factors including the review of historical data, the age of inventory and current selling price trends to
determine the appropriateness of the provision.
Revaluation of land and buildings: The fair value of the Group’s land and buildings is determined by the
Board following an independent valuation undertaken at least every three years. The basis of the valuation is
assessed within a range indicated by two valuation approaches: discounted cash flow analysis and an income
capitalisation approach. The key assumptions are disclosed in note 4.2.
Revaluation of investment property: The fair value of the Group’s investment property is determined by the
Board following an independent valuation undertaken annually. The basis of the valuation is assessed within
a range indicated by two valuation approaches: discounted cash flow analysis and an income capitalisation
approach. The key assumptions are disclosed in note 4.3.
FOREIGN CURRENCY TRANSLATION
Functional and presentation currency
Items included in the financial statements of each of the Group’s operations are measured using
the currency of the primary economic environment in which it operates (‘the functional currency’).
The financial statements are presented in New Zealand dollars, which is the Group’s presentational currency.
Transactions and balances
The results and financial position of all the Group entities that have a functional currency different
from the presentation currency are translated into the presentation currency as follows:
(a) assets and liabilities for each balance sheet presented are translated at the closing rate at the
date of that balance sheet; and
(b) income and expenses for each statement of comprehensive income are translated at average
exchange rates.
All resulting exchange differences are recognised in the statement of comprehensive income.
1. BASIS OF PREPARATION (CONTINUED)
20232022
Hallenstein Bros Limited100%100%Retail of menswear in New Zealand
Hallenstein Brothers Australia Limited100%100%Retail of menswear in Australia
Glassons Limited100%100%Retail of womenswear in New Zealand
Glassons Australia Limited100%100%Retail of womenswear in Australia
Retail 161 Limited0%100%Non trading company deregistered in FY23
Retail 161 Australia Limited0%100%Non trading company deregistered in FY23
Hallenstein Properties Limited100%100%Property ownership in New Zealand
INVESTMENTS IN SUBSIDIARIES
PRINCIPAL SUBSIDIARIES
INTEREST HELD BY
PARENT AND GROUP
PRINCIPAL ACTIVITIES
32
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
1. BASIS OF PREPARATION (CONTINUED)
1.3 SIGNIFICANT EVENTS AND TRANSACTIONS
The current financial reporting period has not been materially impacted by COVID-19. Comparatively, trade
in the first half of the 2022 financial year was significantly disrupted by the COVID-19 pandemic, resulting in
5,432 lost trading days across the Group.
As part of its response to COVID-19, the New Zealand Government provided wage subsidies in the form
of the COVID-19 Leave Support Scheme to eligible businesses to help employers continue to pay their
employees that are self-isolating because of COVID-19 and are unable to work from home. The Group
has applied NZ IAS 20 Accounting for Government Grants and Disclosure of Government Assistance in
accounting for the funds received from the COVID-19 Leave Support Scheme. Government wage subsidies
received during the period have been accounted for as government grants and offset against the expenses
to which they relate in the same period as they are incurred as disclosed in note 2.2.
All negotiations with landlords for rent relief for periods where stores were unable to trade due to the
various lockdowns in the prior years have now been resolved.
2. PERFORMANCE
2.1 SEGMENT INFORMATION
The Board of Directors considers the business from both a product and geographic perspective as follows:
— Hallenstein Bros Limited (New Zealand) and Hallenstein Brothers Australia Limited (Australia)
— Glassons Limited (New Zealand)
— Glassons Australia Limited (Australia)
— Hallenstein Properties Limited (New Zealand) (Property)
The reportable segments derive their revenues primarily from the retail sale of clothing. The revenues from
external parties reported to the Board of Directors are measured in a manner consistent with that in the
statement of comprehensive income. There are no significant revenues derived from a single external customer.
During the financial year ended 1 August 2023 the Group implemented intercompany charges to reflect brand
value provided by New Zealand for the benefit of Australia, procurement services provided by New Zealand to
Australia, and management services provided by one related entity to another. These charges have impacted
on profit before income tax of the segments reported and are therefore not directly comparable to the prior
year segment results. These charges have been implemented based on professional advice and are consistent
with comparable industry benchmarks.
Operating segments are reported in a manner consistent with the internal reporting provided to the Board
of Directors. The Board of Directors is the chief operating decision maker and is responsible for allocating
resources and assessing performance of the operating segments and they delegate that authority through
the Group Chief Executive Officer.
33
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIA
HALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Segment revenue
122,336192,070106,309-753421,468
Intercompany segment revenue
(9,888)(841)(275)-(753)(11,757)
Sales revenue from external
customers
112,448191,229106,034--409,711
Cost of sales(51,924)(75,567)(47, 372)--(174,863)
Finance income
149487449-861,171
Finance expenses
(1,268)(1,226)(1,045)-(17)(3,556)
Depreciation and
software amortisation
(11,518)(15,826)(10,288)(422)(57)(38,111)
Profit/(loss) before income tax15,14924,6025,425320(75)45,421
Income tax expense(4, 256)(7, 49 6)(1,540)(136)(16)(13,444)
Net profit/(loss) after income tax10,89317,1 0 63,885184(91)31,977
BALANCE SHEET
Current assets22,83618,35621,6015,5032,54870,844
Non-current assets43,45739,07426,70522,489-131,725
Current liabilities16,87421,18916,5933793555,070
Non-current liabilities20,37017, 69 413,114--51,178
Purchase of property, plant and
equipment and intangibles
2,9658,7553,0838-14,811
SEGMENT RESULTS
For the year ended 1 August 2023
2. PERFORMANCE (CONTINUED)
34
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
2. PERFORMANCE (CONTINUED)
SEGMENT RESULTS
FOR THE YEAR ENDED 1 AUGUST 2022
2.2 INCOME AND EXPENSES
$’000
GLASSONS
NEW ZEALAND
GLASSONS
AUSTRALIAHALLENSTEINSPROPERTYPARENTTOTAL GROUP
INCOME STATEMENT
Sales revenue from
external customers
104,368156,93889,908--351,214
Cost of sales
(49,03 8)(61,346)(38,566)--(148,950)
Finance income
493288-8177
Finance expenses
(913)(657)(575)-(1)(2,146)
Depreciation and
software amortisation
(11,417)(12,725)(9,560)(41 8)(24)(34,144)
Profit/(loss) before income tax
5,69026,0282,922447(1)35,086
Income tax (expense)/benefit
(1,611)(6,915)(830)(125)-(9,481)
Net Profit/(loss) after income tax4,07919,1132,092322(1)25,605
BALANCE SHEET
Current assets18,05227,72 123,4482,27376,297
Non-current assets47, 5 1135,41323,808
22,156
10128,898
Current liabilities19,99124,28717, 5 8 8
52
6961,987
Non-current Liabilities23,73217, 30 411,719
-
-52,755
Purchase of property, plant and
equipment and intangibles
1,8404,9831,40256-8,281
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services,
excluding Goods and Services Tax, rebates and discounts and after eliminating sales within the Group.
Revenue is recognised as follows:
Sales of goods — Retail
Sales of goods are recognised when a Group entity has delivered a product to the customer. For in-store
sales, control passes to the customer at point of sale. For online sales, the order and the delivery to the
customer are considered to comprise a single performance obligation, therefore control passes to the
customer when the goods are delivered. Retail sales are usually in cash, credit card, debit card or by various
pay later services. The recorded revenue is the gross amount of sale (excluding GST), including credit card
fees and service fees payable for the transaction. Such fees are included in selling expenses.
The Group offers customers the option of purchasing gift cards. This is considered deferred revenue until
such time where the customer redeems the gift card on future purchases. A contract liability for the purchase
of a gift card is recognised at the time of the sale. Revenue is recognised when the gift card is redeemed or
when they expire. As at 1 August 2023, the gift card liability balance recognised under “Other payables” was
$3.109M (2022: $3.480M, 2021: $3.051M).
Interest income
Interest income is recognised using the effective interest method.
Rental income
Rental income from operating leases (net of any incentives) is recognised on a straight line basis over the
lease term.
4,803
35
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
2. PERFORMANCE (CONTINUED)
INCOME AND EXPENSES
Profit before income tax includes the following specific income and expenses:
$’00020232022
Other operating income
Rental income253249
Insurance proceeds-190
Expenses
Occupancy costs6,1564,067
Impairment expense-271
Audit of financial statements
PwC New Zealand230231
Other services
Performed by PwC Australia
1
2120
Directors’ fees647649
Wages, salaries and other short term benefits
2
74, 22964,187
Depreciation of property, plant and equipment10,4239,554
Depreciation of right of use assets27,27324,270
Amortisation of software415320
Total depreciation and amortisation38,11134,144
Net fair value loss on investment property164-
Interest on leases3,5562,146
Gain on termination of lease(304)-
Gain on disposal of property, plant and equipment(217)(13)
DIVIDENDS2023202220232022
Cents per
share
Cents per
share
$’000$’000
Final dividend for the year ended 1 August 202224.0014,316
Interim dividend for the year ended 1 August 202324.0014,316
Final dividend for the year ended 1 August 202124.0014,316
Interim dividend for the year ended 1 August 202218.0010,737
Total48.0042.0028,63225,053
2.3 DIVIDENDS
Provision is made for the amount of any dividend declared on or before the balance date but not distributed
at balance date.
Dividends paid were partially imputed. Supplementary dividends of $64,315 (2022: $160,701) were paid to shareholders
not resident in New Zealand for tax purposes for which the Group received a foreign investor tax credit.
1
Amount paid in respect of tax compliance and tax advisory services provided in Australia.
2
Wages, salaries and other short term benefits includes wage subsidy benefit from the New Zealand government
of $0.24M (2022: $2.36M).
36
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
BASIC
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
Diluted earnings per share is calculated by adjusting profit after tax and the weighted average number of
ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. There are no options
convertible into shares as at 1 August 2023 (2022: Nil).
The carrying amount of cash and cash equivalents equals the fair value.
3. WORKING CAPITAL
3.1 CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, EFTPOS (electronic funds transfer point of sale)
transactions which have not been cleared by the bank at balance date, deposits held at call with financial
institutions, other short-term highly liquid investments with original 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 overdrafts.
Statements of cash flows
The following are the definitions of the terms used in the statement of cash flows:
(I.) Cash comprises cash and cash equivalents.
(II.) Investing activities are those activities relating to the acquisition, holding and disposal of property, plant and
equipment, investments and employee advances.
(III.) Financing activities are those activities which result in changes in the size and composition of the capital
structure of the Group. This includes lease payments, equity and debt not falling within the definition of
cash. Dividends paid are included in financing activities.
(IV.) Operating activities include all transactions and other events that are not investing or financing activities.
Earnings per share
$’00020232022
Profit after tax31,97725,605
Weighted average number of ordinary shares outstanding59,64959,649
Basic and diluted earnings per share (cents per share)53.6142.93
Cash and cash equivalents
$’00020232022
Cash at bank28,66733,375
Short term bank deposits3,7391,668
Cash on hand7270
Total cash and cash equivalents32,47835,113
2. PERFORMANCE (CONTINUED)
Basic and diluted earnings per share is calculated by dividing the profit attributable to equity holders of the
Company by the weighted average number of ordinary shares outstanding during the period, adjusted for
bonus elements in ordinary shares issued during the period.
2.4 EARNINGS PER SHARE
37
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
3.2 INVENTORIES
Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted
average method and includes expenditure incurred in acquiring the inventories and bringing them to their
existing location and condition. Net realisable value is the estimated selling price in the ordinary course of
business, less applicable variable selling expenses, excluding borrowing costs.
Following the publication of IFRS Interpretations Committee (IRFRIC) agenda decision on Costs Necessary
to Sell Inventories, in June 2021, the Group has reconsidered its accounting treatment in relation to which
costs to include when determining the net realisable value of inventory. The Group’s reconsideration of this
accounting treatment has not resulted in any adjustment to how it determines net realisable value.
Right-of-use assets and lease liabilities arising from a lease are initially measured on a present value basis.
Lease liabilities include the net present value of the remaining lease payments.
Right-of-use assets are initially recognised on commencement of lease at cost, comprising the initial amount
of the lease liabilities less any lease incentives received. Right-of-use assets are subsequently depreciated
using the straight-line method from the commencement date to the end of the lease term.
The Group leases retail stores under non-cancellable operating leases expiring within one to six years.
There is a small portion of lease contracts which contain renewal rights. In considering the lease term for
these contracts, the Group has determined that rights of renewals are not reasonably certain to be exercised
due to the nature and location of the stores and the changing retail environment. It is the Group’s strategy
to renegotiate the terms of all leases at their expiry instead of exercising renewal rights. This agile strategy
is enabled by having stores relatively small in size and not highly customised, and therefore relatively
straight forward to move locations. In addition, with the current retail market uncertainty the Group needs to
maintain a degree of flexibility.
Both right-of-use assets and lease liabilities are discounted applying the interest rate implicit in the lease.
If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the
lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar
economic environment with similar terms and conditions.
In response to the COVID-19 pandemic the International Accounting Standards Board has issued
amendments to IFRS 16 Leases to allow lessees not to account for rent concessions as lease modifications
if they are a direct consequence of COVID-19 and meet certain conditions.
The practical expedient will only apply if:
— the revised consideration is substantially the same or less than the original consideration;
— the reduction in lease payments relates to payments due on or before 30 June 2022; and
— no other substantive changes have been made to the terms of the lease.
The Group adopted this practical expedient in the year ended 1 August 2020 and has applied it to all eligible
rent concessions in the year ended 1 August 2023.
Inventory adjustments are provided at year end for stock obsolescence within cost of sales in the Statement
of Comprehensive Income.
The cost of inventories recognised as an expense and included in cost of sales amounted to $174,548,112
(2022: $148,661,516).
Inventories
$’00020232022
Finished goods31,28533,735
Inventory adjustments
(280)(294)
Net inventories31,00533,441
3. WORKING CAPITAL (CONTINUED)
4. LONG TERM ASSETS
4.1 LEASES
38
The following tables show the movements and analysis in relation to the right-of-use assets and lease liabilities.
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
4. LONG TERM ASSETS (CONTINUED)
Right of use assets
$’00020232022
Opening net book value 67,146 67, 2 23
Depreciation(27,273) (24,270)
Modifications and additions 27,037 23,772
Impairment - (271)
Lease terminations(1,066) -
FX impact(559) 692
Carrying amount 65,285 67,14 6
Lease liabilities
$’000
20232022
Opening lease liabilities 77, 41 0 76,632
Lease modifications and additions 29,344 26,383
Interest for the period 3,556 2,146
Lease payments made(31,639) (25,908)
Covid-19 rent abatements received to date(234) (2,636)
Lease terminations(1,370) -
FX impact(742) 793
Closing lease liabilities 76,325 77,410
Short term leases where the Group is the lessee
Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are
classified as operating leases. Payments made under operating leases (net of any incentives received from
the lessor) are charged to the profit and loss in the Statement of Comprehensive Income on a straight line
basis over the period of the lease.
The Group is the lessor
Assets leased to third parties under operating leases are included in Investment Property in the Statement of
Financial Position. Rental income (net of any incentives given to lessees) is recognised on a straight line basis
over the lease term. Lease receivables are disclosed under Note 4.3 Investment Property.
39
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
Lease liabilities maturity analysis for the year ended 1 August 2023
$’000
MINIMUM LEASE
PAYME NTS
INTERESTPRESENT
VALUE
Due within one year
28,130 (2,983) 25,147
One to two years
22,851 (1,992) 20,859
Two to five years 31,628 (1,924) 29,704
Later than five years 628 (13) 615
Total 83,237 (6,912) 76,325
Current 25,147
Non-current 51,178
Total 76,325
Lease related expenses included in the income statement:
$’000
20232022
Depreciation 27,273 24,270
Rent on short-term leases 6,390 6,703
Covid-19 rent abatements received to date(234) (2,636)
Gain on lease termination(304) -
Interest on leases
3,556 2,146
Total 36,681 30,483
4. LONG TERM ASSETS (CONTINUED)
Lease commitments
The Group currently has no non-cancellable short-term operating lease agreements as at 1 August 2023.
Lease liabilities maturity analysis for the year ended 1 August 2022
$’000
MINIMUM LEASE
PAYME NTS
INTERESTPRESENT
VALUE
Due within one year 26,941 (2,286) 24,655
One to two years
21,994 (1,557) 20,437
Two to five years 31,985 (1,619) 30,366
Later than five years 2,006 (54) 1,952
Total 82,926 (5,516) 77,410
Current 24,655
Non-current 52,755
Total 77, 41 0
Lease payments included in the cash flow statement:
$’000
20232022
Interest paid on leases (operating activities) 3,556 2,146
Payments for lease liabiities principal (financing activities)
28,083 23,762
Total cash outflows from leases 31,639 25,908
40
4.2 PROPERTY, PLANT AND EQUIPMENT
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
4. LONG TERM ASSETS (CONTINUED)
Recognition and measurement
Land and buildings were valued on 1 August 2023 by Telfer Young (Hawkes Bay) Ltd, Fordbaker Valuation
Limited and Colliers International who are independent registered valuers and associates of The New
Zealand Institute of Valuers. The valuers have recent experience in the location and category of the item
being valued. The fair values of the assets represent the estimated price for which a property could be
sold on the date of valuation in an orderly transaction between market participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: Income
capitalisation approach and discounted cash flow analysis.
The following table summarises the valuation approach and key assumptions used by the valuers to arrive
at fair value.
Valuation approachDescription of the valuation approach
Income capitalisation
approach
A valuation methodology which determines fair value by capitalising
a property’s sustainable net income at an appropriate, market derived
capitalisation rate (yield). Unobservable inputs within the income capitalisation
approach include:
a) Net Market Rent which is the annual amount for which a tenancy within a
property is expected to achieve under a new arm’s length leasing transaction
after deducting a fair share of property operating expenses
b) Capitalisation Rate (yield) which is the rate of return, determined through
analysis of comparable, market related sales transactions which is applied
to a property’s sustainable net income to derive value.
Discounted cash
flow analysis
With the discounted cash flow approach (DCF) a cash flow budget is
established for the property over a ten-year time horizon. Within the cash flow
an allowance is made for rental growth as well as deducting costs associated
with property ownership. A terminal value is also estimated and the cash flows
are discounted at a market rate to arrive at a net present value.
Unobservable inputs within the discounted cash flow approach include:
a) The discount rate which is the rate determined through analysis of
comparable market related sales transactions which is applied to a property’s
future net cash flows to convert those cash flows into a present value.
b) The terminal capitalisation rate which is the rate which is applied to a
property’s sustainable net income at the end of an assumed holding
period to derive an estimated market value.
c) Rental growth rate which is the annual growth rate applied to market rent
over an assumed holding period.
d) Expenses growth which is the annual amount applied to property operating
expenses over an assumed holding period.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year there
were no transfers between levels of the fair value hierarchy.
41
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
4. LONG TERM ASSETS (CONTINUED)
Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs in
determining fair value. These are summarised in the table below:
RANGE OF SIGNIFICANT
UNOBSERVABLE INPUTS
CLASS OF
PROPERTY
INPUTS USED TO
MEASURE FAIR VALUE
20232022SENSITIVITY
Land and
Buildings —
Retail
Net Market Rent$359 per m
2
$345 per m
2
The higher the market rent and
growth rate, the higher the fair value
Rental growth rate1.50%— 2.50%1.50% — 2.15%
Capitalisation rate (yield)6.56%6.00%
The higher the capitalisation rates and
discount rate, the lower the fair value.
Discount rate7. 80%7.02 %
Terminal Capitalisation Rate7. 25%6.50%
Expenses growth1.8% — 4.4%2.0% — 5.9%
The higher the expenses, the lower
the fair value.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate,
only when it is probable that future economic benefits associated with the item will flow to the Group and the
cost of the item can be measured reliably.
Increases in the carrying amount arising on revaluation of land and buildings are credited to other
comprehensive income and shown as an asset revaluation reserve in shareholders’ equity. Decreases that offset
previous increases of the same asset are charged in other comprehensive income and debited against the asset
revaluation reserve directly in equity; all other decreases are charged to the statement of comprehensive income.
All other property, plant and equipment is stated at historical cost less depreciation and impairment. Historical
cost includes expenditure that is directly attributable to the acquisition of the items. This cost includes labour
attributable to bringing the assets to the location and working condition for its intended use.
Depreciation
Land is not depreciated. Depreciation on other assets is calculated using the straight line method to allocate their
cost, net of their residual values, over their estimated useful lives, as follows:
— Buildings 67 years
— Plant and equipment 2
— 5 years
— Furniture, fittings and office equipment 5
— 10 years
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate at each balance date.
20232022
Land and
Buildings —
Warehouse
Net Market Rent$128 — $210$110 — $146
The higher the market rent and
growth rate, the higher the fair value
Rental growth rate1.70% — 3.10%2.00% — 3.00%
Capitalisation rate (yield)5.25% — 6.75%3.88% — 5.75%
The higher the capitalisation rates and
discount rate, the lower the fair value.
Discount rate7. 3 8% — 7.75%5.25% — 5.75%
Terminal Capitalisation Rate5.50% — 6.75%4.13% — 6.75%
Expenses growth0.00% — 5.00%0.20% — 2.20%
The higher the expenses, the lower
the fair value.
42
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
4. LONG TERM ASSETS (CONTINUED)
Impairment
An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying
amount is greater than its estimated recoverable amount. Assets that are subject to amortisation are
reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount
may not be recoverable, for example a planned store closure, withdrawal from a business segment, or
assessment of loss making stores. Assets are grouped at the lowest levels for which there are separately
identifiable cash flows; a stores assets is the relevant cash generating unit. If, in a subsequent period, the
amount of the impairment loss decreases and it can be related objectively to an event occurring after the
impairment was recognised, the reversal of the previously recognised impairment loss is recognised in the
consolidated statement of comprehensive income.
The value in use calculation evaluates recoverability based on the stores’ forecasted discounted cash flows,
which incorporate estimated sales, margin & expense growth based upon current plans for the store.
Key assumptions in the determination of recoverable amount are:
— the estimate of future cash flows of the store incorporating reasonable sales growth and margin
improvement; and
— the discount rate incorporating the rates of return based on the risk and uncertainty inherent in the
forecast cash flows.
No store impairment was recognised at 1 August 2023.
Disposal
Gains and losses on disposals are determined by comparing proceeds with the carrying amount. These are
included in the Statement of Comprehensive Income.
43
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
4. LONG TERM ASSETS (CONTINUED)
FOR THE YEAR ENDED 1 AUGUST 2022
FOR THE YEAR ENDED 1 AUGUST 2023
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV
11,04518,36316,2924,71550,415
Additions
- - 10,7793,50214,281
Disposals
- - (142)(38)(180)
Depreciation
- (519)( 7,14 0)(2,764)(10,423)
Revaluations
2,294 - - 2, 274
Closing NBV
11,02520,13819,7895,41556,367
Cost/valuation
11,02520,13870,00626,482127, 65 1
Accumulated depreciation
- - (50,217)(21,067)(71,284)
Closing NBV
11,02520,13819,7895,41556,367
$’000
LAND AT FAIR
VALUE
BUILDINGS AT
FAIR VALUE
FIXTURES &
FITTINGS
PLANT &
EQUIPMENTTOTAL
Opening NBV
11,04518,81416,8085,35852,025
Additions
-
- 2,1917, 926
Disposals
-
- (35)(14)(49)
Depreciation
-
(518)(6,216)(2,820)(9,554)
Revaluations
-
67 - - 67
Closing NBV
11,04518,36316,2924,71550,415
Cost/valuation
11,04518,81471,70226,255127, 8 1 6
Accumulated depreciation
-
(45 1)(55,410)(21,540)(77,401)
Closing NBV
11,04518,36316,2924,71550,415
$’00020232022
Land4,2704,270
Buildings12,79212,792
Cost17,0 6217,0 62
Accumulated depreciation(2,737)(2,482)
Net book amount14,32514,580
If land and buildings were stated on a historical cost basis, the amounts would be as follows:
(20)
5,735
44
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
4.3 INVESTMENT PROPERTY
RECOGNITION AND MEASUREMENT
Investment property consists of a portion of land and buildings for the purpose of retail. Land and
buildings were valued on 1 August 2023 by Telfer Young (Hawkes Bay) Ltd who are independent registered
valuers and associates of The New Zealand Institute of Valuers. The valuers have recent experience in
the location and category of the item being valued. The fair values of the assets represent the estimated
price for which a property could be sold on the date of valuation in an orderly transaction between market
participants.
The adopted valuation has been assessed within a range indicated by two valuation approaches: Income
capitalisation approach and discounted cash flow analysis. These valuation approaches and the key
assumptions used by the valuers in order to arrive at fair value have been summarised in note 4.2.
The table in note 4.2 summarises the valuation approach and key assumptions used by the valuers to
arrive at fair value.
The loss on the fair value revaluation of Investment Property was recognised as an operating expense in
the Statement of Comprehensive Income (2022: Nil). Subsequent revaluation surpluses or losses will be
recognised through Statement of Comprehensive Income.
Land and building measurements are categorised as Level 3 in the fair value hierarchy. During the year
there were no transfers between levels of the fair value hierarchy.
Both the income capitalisation approach and discounted cash flow analysis contain unobservable inputs
in determining fair value. These are summarised in Note 4.2
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow
to the Group and the cost of the item can be measured reliably.
Lease receivables
The Group owns rental property that it leases under non-cancellable operating lease agreements to external
parties. Leases reflect normal commercial arrangements with varying terms and renewal rights.
The future minimum rental payments receivable under these leases is as follows:
Investment Property
$’00020232022
Opening balance3,3723,372
Net loss from fair value adjustment(164)-
Closing balance3,2083,372
$’000
20232022
Due within one year
207206
One to two years74199
Two to five years
-70
Total lease receivables
281475
45
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
Ordinary shares are classified as capital, net of treasury stock.
Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds.
Treasury stock
Shares purchased on market under the executive share scheme are treated as treasury stock on acquisition
at cost. On vesting to the employee, treasury stock shares are credited to equity and an employee loan is
recorded initially at fair value and subsequently at amortised cost.
Reserves
The asset revaluation reserve records revaluations of property, net of tax. The cash flow hedge reserve
records the fair value of derivative financial instruments, net of tax that meet the hedge accounting
criteria. The Share Option reserve is used to record the accumulated value of unvested share rights arising
from the executive share scheme which have been recognised in the statement of comprehensive income.
5. EQUITY
5.1 SHARE CAPITAL
2023202220232022
SHARESSHARES$000’s$000’s
Balance at beginning of year59,402,06159,352,06127, 8 0527, 357
Sale of treasury stock50,00050,000303259
Dividends --86148
Loss/(gain) on sale of treasury stock transferred
to retained earnings
--(54)41
Balance at end of year59,452,06159,402,06128,14027, 8 05
Representing:
Share capital59,649,06159,649,06129,27929,279
Treasury stock (net of dividends)(197,000)(247,000)(1,139)( 1 ,474)
Total59,452,06159,402,06128,14027, 8 05
CONTRIBUTED EQUITY
All shares are fully paid and rank equally.
46
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
5. EQUITY (CONTINUED)
5.2 EXECUTIVE SHARE SCHEME
The Company operates an employee share scheme for certain senior executives to purchase ordinary shares
in the Company.
The Company provides the employees with limited recourse loans on an interest free basis to assist
employees’ participation.
The loans are applied to purchase shares on market and the shares are treated as treasury stock.
The loan amount is the total market value of the shares plus any commission applicable on the date of
purchase.
Any dividends payable on the shares are applied towards the repayment of the advance.
Shares purchased under the scheme are held by two directors as custodians and vest three years from the
date of purchase. In the event the employee leaves the company during the vesting period, the loan is repaid
by selling the shares on market. Any gain or loss arising from the sale of shares is included in equity. Refer to
note 5.1 for further detail on treasury stock.
In accordance with NZ IFRS 2 this scheme is an equity-settled scheme.
There were no shares issued during the 2023 financial year (2022: Nil).
Executive share schemeYEAR ENDED 1 AUGUST 2023YEAR ENDED 1 AUGUST 2022
Number
of shares
Average exercise
price per share
option
Number
of shares
Average exercise
price per share
option
Balance at beginning of financial year247,000$6.62297,000$6.61
Forfeited during the year
(50,000)
$6.06
(50,000)
$5.18
Balance at end of financial year197,000$6.74247,000$6.62
Percentage of total shares held by
scheme
0.33%0.41%
Equity settled share-based compensation benefits are provided to employees in accordance with the
Group’s executive share scheme. The fair value of share rights granted under the scheme is recognised as
an employee benefit expense with a corresponding increase in equity. The fair value is measured at grant
date and recognised over the period during which the employees become unconditionally entitled to the
share rights.
The fair value at grant date of the share rights are determined using a Black Scholes Pricing model that
takes into account the exercise price, the term of the share right, the vesting and performance criteria, the
non-tradable nature of the share right, the share price at grant date and expected price volatility of the
underlying share, the expected dividend yield and the risk-free interest rate for the term of the share right.
At each balance date, the Group revises its estimate of the number of share rights that are expected to
become exercisable. The employee benefit expense recognised each period takes into account the most
recent estimate.
Upon the vesting of share rights, the balance of the share option reserve relating to the share rights is
transferred to retained earnings.
47
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
6. TAXATION
6.1 INCOME TAX EXPENSE
The statement of comprehensive income and statement of cash flows have been prepared so that all
components are stated exclusive of GST. All items in the statement of financial position are stated net
of GST, with the exception of receivables and payables, which include GST invoiced.
GOODS AND SERVICES TAX (GST)
The income tax expense or revenue for the period is the tax payable or receivable on the current period’s
taxable income based on the notional income tax rate for each jurisdiction, adjusted by changes in deferred
tax assets and liabilities attributable to temporary differences between the tax bases of assets and liabilities
and their carrying amounts in the financial statements and unused tax losses.
Deferred tax assets and liabilities are recognised for temporary differences at the tax rates expected to
apply when the assets are recovered or liabilities are settled, based on those tax rates which are enacted or
substantively enacted for each jurisdiction. The relevant tax rates are applied to the cumulative amounts of
deductible and taxable temporary differences to measure the deferred tax asset or liability. An exception
is made for certain temporary differences arising from the initial recognition of an asset or a liability. No
deferred tax asset or liability is recognised in relation to these temporary differences if they arose in a
transaction, other than a business combination, that at the time of the transaction did not affect either
accounting profit or taxable profit or loss.
Deferred tax assets are recognised for deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses.
Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in operations where the company is able to control the timing of the reversal of
the temporary differences and it is probable that the differences will not reverse in the foreseeable future.
Current and deferred tax balances attributable to amounts recognised directly in equity are also recognised
directly in equity.
Income tax expense
$’00020232022
The tax expense comprises:
Current tax expense 12,95411,391
Prior period adjustment55(941)
Deferred tax expense (note 6.2)
- Future tax expense/(benefit) current year
435
(969)
Total income tax expense13,4449,481
Reconciliation of income tax expense to tax rate applicable to profits
Profit before income tax expense45,42135,086
Tax at 28% (2022: 28%)12,7189,824
Tax effect of:
- Expenses not deductible for tax14460
- Adjustment due to different rate in different jurisdictions527538
- Prior period adjustment55(941)
Total income tax expense13,4449,481
The effective tax rate for the year was 29.6% (2022: 27.0%). The Group has no tax losses (2022: Nil) and no
unrecognised temporary differences (2022: Nil).
48
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
6. TAXATION (CONTINUED)
The tax (charge)/credit relating to components of other comprehensive income are as follows:
The above amounts represent the balance of the imputation account as at the end of the reporting period,
adjusted for:
— Imputation credits that will arise from the payment of the provision for income tax;
— Imputation debits that will arise from the payment of dividends recognised as liabilities at the reporting date; and
— Imputation credits that will arise from the receipt of dividends recognised as receivables at the reporting date.
$’00020232022
BEFORE
TA X
TA X
(CHARGE)
/ CREDIT
AFTER
TA X
BEFORE
TA X
TA X
(CHARGE)
/ CREDIT
AFTER
TA X
Gains (net of tax) on revaluation
of land and buildings
2 , 274(642)1,63267(19)48
Fair value gain (net of tax)
in cash flow hedge reserve
506(139)367185(60)125
Increase in share option reserve135-135168-168
6.2 DEFERRED TAX
$’00020232022
Amounts recognised in profit or loss
Depreciation3,937
4,455
Provisions and accruals1,7101,773
Net lease liability
1,5511,422
7,19 87, 650
Amounts recognised directly in equity
Asset revaluation reserve(642)(19)
Cash flow hedges(408)(267)
Total amount recognised6,1487, 36 4
Movements
Balance at beginning of year7, 3 6 46,474
(Charged)/credited to the income statement(435)969
Charged to equity(781)(79)
Balance at end of the year6,1487, 36 4
6.3 IMPUTATION CREDITS
$’00020232022
Imputation credits available for subsequent reporting periods4,1722,701
49
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
7. OTHER
7.1 EMPLOYEE BENEFITS
WAGES AND SALARIES, ANNUAL LEAVE AND SICK LEAVE
Liabilities for wages and salaries, including non monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the reporting date are recognised in other payables in
respect of employees' services up to the reporting date and are measured at the amounts expected to be
paid when the liabilities are settled. Liabilities for non accumulating sick leave are recognised when the
leave is taken and measured at the rates paid or payable.
Employee benefits
$’00020232022
Holiday pay accrual and other benefits7, 2 9 47, 2 52
7.2 CONTINGENCIES
Contingent liabilities under contracts, guarantees and other agreements arising in the ordinary course of business
on which no loss is anticipated are as follows:
Letters of credit
Bank letters of credit issued to secure future purchasing requirements are matched to a contingent asset of
the same value representing inventories purchased.
7.3 CAPITAL EXPENDITURE COMMITMENTS
20232022
Commitments in relation to store fitouts1,043-
Contingencies
$’00020232022
Financial guarantee1,2001,235
Bank guarantee provided to the New Zealand Stock Exchange Limited7575
50
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
7.4 RELATED PARTY TRANSACTIONS
During the year, the Company advanced and repaid loans to its subsidiaries by way of internal current
accounts. In presenting the financial statements of the Group, the effect of transactions and balances
between fellow subsidiaries and those with the Parent have been eliminated.
The Group undertook transactions with the related interests of the majority shareholder as detailed below:
20232022
T C Glasson
Rent on retail premises based on independent valuations2,1662,039
7. OTHER (CONTINUED)
DIRECTORS’ FEESDIVIDENDS
$’0002023202220232022
Ms J Appleyard62---
Mr W J Bell135135-3
Ms K Bycroft9595--
Ms M Devine-57--
Mr M Donovan-7--
Mr M Ford 10010044
Mr J C Glasson--2017
Mr T C Glasson85855,3384,671
Mr G Popplewell85859180
Ms S Vincent85852219
Total remuneration of $440K was paid by the Company to close family members of the Board of Directors
for individuals that were either employed or engaged as consultants by the Company in the year ended
1 August 2023 (2022: $376K).
Payments to Karen Bycroft
$’00020232022
Consulting fees921
$’00020232022
Short term employee benefits2,9122,799
Termination benefits-160
Share scheme benefit135168
Key management compensation was as follows:
The Company operates an employee share scheme for certain senior executives and is outlined in Note 5.2.
The following Directors received Directors’ fees and dividends in relation to shares held personally as follows:
51
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
7. OTHER (CONTINUED)
7.5 FINANCIAL RISK MANAGEMENT
Fair value estimation
Fair value estimates are classified in a hierarchy based on the inputs to valuation techniques used to
measure fair value. The different levels have been defined as follows:
— Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
— Inputs other than quoted prices included within Level 1 that are observable for the asset or liability,
either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
— Inputs for the asset or liability that are not based on observable market data (that is, unobservable
inputs) (Level 3).
The Group’s policy is to recognise transfers into and out of fair value hierarchy levels as of the date of
the event or change in circumstances that caused the transfer.
The Group has financial instruments that are classified as Level 2 within the fair value hierarchy. The fair
value of financial instruments that are not traded in an active market (for example, over-the-counter
derivatives) is determined by using valuation techniques. These valuation techniques maximise the use of
observable market data where it is available and rely as little as possible on entity specific estimates.
If all significant inputs required to fair value an instrument are observable, the instrument is included
within Level 2. Under Level 2 the Group holds forward foreign exchange contracts. The fair value of these
forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date,
with the resulting value discounted back to present value. Refer to note 7.5.4.
The Group's land and buildings within property, plant and equipment and investment property is classified
as Level 3 in the fair value hierarchy as one or more of the significant inputs into the valuation are not
based on observable market data. Refer to notes 4.2 and 4.3 for more information.
Derivatives
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently re-measured to their fair value. The method of recognising the resulting gain or loss depends
on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being
hedged. The company designates certain derivatives as either; (1) hedges of the fair value of recognised
assets or liabilities or a firm commitment (fair value hedge); or (2) hedges of highly probable forecast
transactions (cash flow hedges).
The Group documents at the inception of the transaction the relationship between hedging instruments
and hedged items, as well as its risk management objective and strategy for undertaking various hedge
transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis,
whether the derivatives that are used in hedging transactions have been and will continue to be highly
effective in offsetting changes in fair values or cash flows of hedged items.
Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as
cash flow hedges is recognised in equity in the cash flow hedge reserve. The gain or loss relating to
the ineffective portion is recognised immediately in the profit and loss component of Statement of
Comprehensive Income.
Amounts accumulated in equity are recycled in the Statement of Comprehensive Income in the periods
when the hedged item will affect profit or loss (for instance when the forecast sale that is hedged takes
place). However, when the forecast transaction that is hedged results in the recognition of a non-financial
asset (for example, inventory) or a non-financial liability, the gains and losses previously deferred in equity
are transferred from equity and included in the measurement of the initial cost or carrying amount of the
asset or liability.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the criteria
for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is
recognised when the forecast transaction is ultimately recognised in the Statement of Comprehensive
Income. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that
was reported in equity is immediately transferred to the profit and loss component of the Statement of
Comprehensive Income.
Derivatives that do not qualify for hedge accounting
Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of these
derivative instruments are recognised immediately in the Statement of Comprehensive Income.
52
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
7. OTHER (CONTINUED)
7.5.1 FINANCIAL RISK FACTORS
The Group’s activities expose it to various financial risks including, liquidity risk, credit risk, and market risk
(including currency risk and cash flow interest rate risk). The Group’s risk management strategy is to minimise
adverse effects on Comprehensive Income. Derivative financial instruments are used to hedge currency risk.
7.5.2 LIQUIDITY RISK
Liquidity risk is the risk that the Group will be unable to meet its financial obligations as they fall due. The
Group’s approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient
liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Group’s reputation.
The Group manages liquidity risk by maintaining adequate reserves, and by regularly monitoring cash flow.
At balance date, the Group had $32.478 million (2022: $35.113 million) in cash reserves and accordingly,
management consider liquidity risk to be relatively low.
The table below analyses the Group’s financial liabilities and gross-settled derivatives into relevant maturity
groupings based on the remaining period from the statement of financial position to the contractual maturity
date. The cash flow hedge “outflow” amounts disclosed in the table are the contractual undiscounted cash
flows liable for payment by the Group in relation to all forward foreign exchange contracts in place at balance
date. The cash flow hedge “inflow” amounts represent the corresponding inflow of foreign currency back to
the Group as a result of the gross settlement on those contracts, converted using the spot rate at balance
date. The carrying value shown is the net amount of derivative financial liabilities and assets as shown in the
statement of financial position.
Trade payables are shown at carrying value in the table. No discounting has been applied as the impact of
discounting is not significant.
53
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
7. OTHER (CONTINUED)
AS AT 1 AUGUST 2023
$’000
LESS THAN 3
MONTHS
3-12
MONTHS
TOTALCARRYING
VALUE
Trade and other payables
21,992-21,99221,992
21,992-21,99221,992
Forward foreign exchange contracts
Cash flow hedges:
— Outflow(28,127)(39,403)(67, 530)(67, 530)
— Inflow28,62640,37569,00168,935
Net4999721,4711,405
AS AT 1 AUGUST 2022
$’000
LESS THAN 3
MONTHS
3-12
MONTHSTOTAL
CARRYING
VALUE
Trade and other payables
29,791-29,79129,791
29,791-29,79129,791
Forward foreign exchange contracts
Cash flow hedges:
— Outflow( 17, 4 67 )(12,575)(30,042)(30,042)
— Inflow18,26212,70530,96730,941
Net795130925899
7.5.3 CREDIT RISK
Credit risk is the risk of the failure of a debtor or counterparty to honour its contractual obligations resulting
in financial loss to the Group. The Group incurs credit risk from trade receivables and transactions with
financial institutions. The Group places its cash, short-term investments, and derivative financial instruments
with high credit quality financial institutions. Retail sales are predominantly settled in cash or by using major
credit cards. 0.1% (2022: 0.1%) of sales give rise to trade receivables. This maximum exposure to credit risk is
the carrying amount of trade receivables.
Concentration of credit risk with respect to debtors is limited due to the large number of customers included
in the Group’s customer base.
The Group does not require collateral or other security to support financial instruments with credit risk.
54
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
7. OTHER (CONTINUED)
7.5.4 MARKET RISK
Foreign exchange risk
The Group is exposed to foreign exchange risk arising from currency exposure predominantly with the US dollar
with the purchase of inventory from overseas suppliers.
The Board has established a Treasury Risk Policy to manage the foreign exchange risk. The policy is reviewed
on a regular basis, and management report monthly to the Board to confirm policy is adhered to. All committed
foreign currency requirements are fully hedged, and approximately 50% (2022: 50%) of anticipated foreign
currency requirements are hedged on a rolling twelve month basis.
The Group uses forward exchange contracts with major retail banks only to hedge its foreign exchange risk
arising from future purchases.
Forward exchange contracts — cash flow hedges
These contracts are used for hedging committed or highly probable forecast purchases of inventory. The
contracts are timed to mature during the month the inventory is shipped and the liability settled. The cash
flows are expected to occur at various dates within one year from balance date.
When forward exchange contracts have been designated and tested as an effective hedge the portion of the
gain or loss on the hedging instrument that is determined to be an effective hedge is recognised directly in
equity. These gains or losses will be released in the profit and loss in the Statement of Comprehensive Income
at various dates over the following year as the hedged risk crystallises.
At balance date the Group had entered into forward exchange contracts to sell the equivalent of NZ$67.530
million (2022: NZ$30.042 million), primarily in US Dollars. At balance date these contracts are represented
by net assets of $1.405 million (2022: assets of $0.899 million). When foreign exchange contracts are not
designated and tested as an effective hedge, the gain or loss on the foreign exchange contract is recognised
in the profit and loss in the Statement of Comprehensive Income.
At balance date there are no such contracts in place (2022: $Nil).
Interest rate risk
The Group has no interest bearing liabilities. Exposure to interest rate risk arises only from the impact on
income from operating cash flows as a result of interest bearing assets, such as cash deposits.
Sensitivity analysis
Based on historical movements and volatilities and management’s knowledge and experience, management
believes that the following movements are ‘reasonably possible’ over a 12 month period:
— Proportional foreign exchange movement of -10% (depreciation of NZD) and +10%
(appreciation of NZD) against the USD, from the year end rate of $0.6192 (2022: $0.6297).
— Proportional foreign exchange movement of -10% (depreciation of NZD) and +10% (appreciation of NZD)
against the AUD, from the year end rate of $0.9279 (2022: $0.9012).
— A parallel shift of +2% / -2% in the market interest rates from the year end deposit rate of 5.5% (2022: 2.5%).
55
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
7. OTHER (CONTINUED)
AS AT 1 AUGUST 2023INTEREST RATEFOREIGN EXCHANGE RATE
-2% +2%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
32,478(650)(650)6506502,1802,180(1,784)(1,784)
Accounts receivable
318--------
Advances to employees
160--------
Derivatives used for hedging
Derivatives designated as cash
flow hedges (forward foreign
exchange contracts)
1,405-----5,520-(4,516)
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables
21,992----(1,062)(1,062)869869
Total increase / decrease
(650)(650)6506501,1186,638(915)(5,431)
If these movements were to occur, the post-tax impact on profit and loss and equity for each category of
financial investment:
AS AT 1 AUGUST 2022INTEREST RATEFOREIGN EXCHANGE RATE
-2% +2%-10%+10%
$’000
CARRYING
AMOUNT
PROFITEQUITYPROFITEQUITYPROFITEQUITYPROFITEQUITY
FINANCIAL ASSETS
Loans and receivables
Cash and cash equivalents
35,113(702)(702)7027022,7102,710(2,218)(2,218)
Accounts receivable
466--------
Advances to employees
242--------
Derivatives used for hedging
Derivatives designated as cash
flow hedges (forward foreign
exchange contracts)
899-----2,477-(2,027)
FINANCIAL LIABILITIES
Liabilities at amortised cost
Trade and other payables
29,791----(1,560)(1,560)1,2761,276
Total increase / decrease
(702)(702)7027021,1503,627(942)(2,969)
The parent is not exposed to any interest rate or foreign exchange risk.
56
NOTES TO THE FINANCIAL STATEMENTSNOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 1 AUGUST 2023
7.5.5 CAPITAL RISK MANAGEMENT
The Group’s objectives when managing capital are to maximise the value of shareholder equity and ensure
that the Group continues to safeguard its ability to continue as a going concern. Group capital consists
of share capital, reserves and retained earnings. In order to meet these objectives, the Group may adjust
the amount of dividend payment made to shareholders. The Group has no specific banking or other
arrangements which require that the Group maintain specific equity levels.
7.6 EVENTS SUBSEQUENT TO BALANCE DATE
Subsequent to year end, the Board has resolved to pay a final dividend of 24.0 cents per share (partially
imputed at 75%) (2022: 24.0 cents not imputed). The dividend will be paid on 15th December 2023 to all
shareholders on the Company’s register as at 5:00pm, 8th December 2023.
7.7 STANDARDS, AMENDMENTS AND INTERPRETATIONS TO EXISTING STANDARDS
Regulatory reporting requirements in relation to climate related disclosures were published on 15 December
2022 within the Aotearoa New Zealand Climate Standards. These standards are not mandatory for the
1 August 2023 reporting period and have not been early adopted by the Group. The Group is currently in the
process of evaluating the impact of the climate reporting requirements and will commence reporting for the
financial year ended 1 August 2024.
7. OTHER (CONTINUED)
57
GENERAL DISCLOSURESGENERAL DISCLOSURES
Board of Directors
Directors of the Company in office at the end of the year or who ceased to hold office during the year:
Principal activities of the Group
Hallenstein Glasson Holdings Limited is a non-trading Holding Company. The principal trading subsidiaries are
Glassons Limited, Glassons Australia Ltd (involved in the retail of women’s apparel), Hallenstein Bros Limited and
Hallenstein Brothers Australia Limited (retail of men’s apparel). The subsidiaries are 100% owned by Hallenstein
Glasson Holdings Limited.
DirectorQualifications / ExperienceSpecial Responsibilities
Warren James BellM Com FCA. Appointed December 1986.
Mr Bell holds appointments on a number of
boards of both public and private companies,
and is a professional director.
Chairman of the Board
Non-executive
Non-independent Director
Timothy Charles GlassonAppointed November 1985 on merger with
Hallensteins. Tim is the founder of Glassons
womenswear retail chain and has a wealth of
experience in retail previously holding the CEO
role within the business for a number of years.
Non-executive Director
Non-independent Director
Graeme James PopplewellB Com FCA. Appointed March 1985.Graeme
has a wealth of experience in finance and retail
previously holding the CFO and CEO roles
within the business for a number of years.
Non-executive
Independent Director
Malcolm FordAppointed June 2010. Background includes
20 years with experience in direct sourcing
particularly in Asia, Mr Ford also has experience
in brand management across wholesale and
retail markets.
Non-executive
Independent Director
Karen BycroftBSC, Postgrad Marketing. Appointed November
2014. Background includes 25 years in Retail
in the UK and Australia with Marks and Spencer,
Sears, Woolworths, Spotlight and Country
Road. Experience in Strategy, Marketing, and
Leadership. Also an Associate of Melbourne
Business School and Executive Coach.
Non-executive
Independent Director
Sandra VincentAppointed October 2020. Background includes
35 years of experience in the wholesale and
retail fashion industry. Sandra is also the
joint Owner and Managing Director of Hartleys
which has 24 retail stores across New Zealand.
Non-executive
Independent Director
James GlassonAppointed April 2021. James joined Glassons
Australia in 2013, after completing a Master
of Arts; Fashion Retail at the London College
of Fashion (University of Arts). Taking on
various roles within the business over the
last 10 years, including Brand Manager,
General Manager, Acting National Retail
Manager, James was appointed to CEO
of Glassons Australia in October 2017.
CEO — Glassons Australia
Non-independent executive
Director
Joanne AppleyardAppointed November 2022. Jo is a partner at
Chapman Tripp and is a well-regarded senior
practitioner with over 30 years’ experience.
Jo specialises in employment, commercial and
resource management law. Jo was a member of
the NZ Markets Disciplinary Tribunal between
2011 and 2020.
Non-executive
Independent Director
58
GENERAL DISCLOSURESGENERAL DISCLOSURES
Review of operations
(a) Consolidated results for the Year Ended 1 August 2023
Directors
(a) Remuneration and all other benefits
(b) Dividend
Subsequent to balance date the Directors have declared a final dividend of 24.0 cents per share payable 15th
December 2023 (partially imputed at 75%).
*
Other Payments/Benefits for Mr J Glasson comprise a base salary, short-term incentives, company car and
contributions to superannuation as remuneration for his role as CEO of Glassons Australia.
(b) Shareholdings
$’00020232022
Operating revenue409,711351,214
Profit before income tax45,42135,086
Income tax(13,444)(9,481)
Profit for the year31,97725,605
Remuneration of
Directors
20232022
$’000
DIRECTORS
FEES
OTHER
PAYME NTS/
BENEFITS
TOTAL
REMUNERATION
DIRECTORS
FEES
OTHER
PAYME NTS/
BENEFITS
TOTAL
REMUNERATION
Ms J Appleyard62-62---
Mr W J Bell
135-135135-135
Ms K Bycroft
9591049521116
Ms M Devine
---57-57
Mr M Donovan
---7-7
Mr M Ford
100-100100-100
Mr J Glasson
*
-927927-673673
Mr T C Glasson
85-8585-85
Mr G Popplewell
85-8585-85
Ms S Vincent
85-8585-85
6479361,5836496941,342
Beneficially held20232022
W J Bell-1,143
M Ford
10,00010,000
J Glasson
*
141,233141,233
T C Glasson
11,950,58811,950,588
G J Popplewell
203,604203,604
S Vincent
50,30048,595
Non-beneficially held
M Ford and G Popplewell as custodians for Staff Share Scheme197,000247,000
*
Included within the 141,233 shares held by J Glasson are 97,000 shares which were purchased under the
Executive Employee Share Scheme that have not yet vested.
The table below sets out the total of the remuneration and the value of other benefits received by each Director
during the financial year ended 1 August 2023.
As at 1 August 2023 the Directors of the Company had the following relevant interests in the Company’s shares.
59
GENERAL DISCLOSURESGENERAL DISCLOSURES
DATE
PURCHASE / (SALE)
NUMBER OF SHARES$
On Market Sale26/05/23(30,095)(183,580)
On Market Sale30/05/23( 7, 41 6)(45 , 2 3 8)
On Market Sale31/05/23(2,489)(15,148)
On Market Sale1/06/23(835)(5,094)
On Market Sale2/06/23(4 ,1 65)(24,705)
On Market Sale6/06/23(5,000)(30,246)
(c) Interests in share dealing
In accordance with the Companies Act 1993, between 2 August 2022 and 1 August 2023 the Board received the
following disclosures from Directors of acquisitions and dispositions of relevant interests in shares issued by the
Company and details of such dealings were entered in the Company’s interests register.
M Ford and G Popplewell as Trustees for the share purchase scheme
d) Disclosures of interests by Directors
In accordance with section 140(2) of the Companies Act 1993 the Company maintains an interests register in which
Directors’ interests are recorded. The following are particulars of general disclosures of interest by Directors holding
office at 1 August 2023.
W J Bell
DirectorNew North Holdings Limited
DirectorWaiwetu Trustees Limited
DirectorMeadow Mushrooms Group of Companies
DirectorCyprus Enterprises Limited
DirectorSabina Ltd
DirectorGlasson Trustee Limited
Director152 Hereford Limited
DirectorCHC Properties Ltd
DirectorWarren Bell Ltd
DirectorPoraka Ltd
DirectorHickman Family Trustees Limited
TrusteeEmerald Trust
TrusteeWaiwetu Trust
S Vincent
DirectorHarpers Fashions Ltd
J Appleyard
PartnerChapman Tripp
MemberCommunity Law Canterbury
MemberUniversity of Canterbury Vice-Chancellor
Employment Committee
T C Glasson
DirectorSabina Ltd
DirectorGlasson Trustee Limited
DirectorCHC Properties Limited
DirectorJCG Trustee Limited
Director152 Hereford Limited
DirectorSIG Trustee Limited
DirectorNew North Holdings Limited
Director847 New North Road Limited
TrusteeHallenstein Glasson Staff
Benefit Trust
M Ford
TrusteeHallenstein Glasson
Staff Benefit Trust
K Bycroft
None
G J Popplewell
TrusteeHallenstein Glasson Staff
Benefit Trust
J Glasson
DirectorGlasson Trustee Limited
DirectorJCG Trustee Limited
(e) Subsidiary Companies
The persons who held office as Directors of subsidiary companies at 1 August 2023 are as follows:
Hallenstein Bros Limited
Mr W J Bell, Mr M Ford, Mr T C Glasson and Mr G J Popplewell
Hallenstein Brothers Australia Limited
Mr W J Bell, Mr T C Glasson and Mr G J Popplewell
Glassons Limited
Mr W J Bell, Mr T C Glasson and Mr G J Popplewell
Glassons Australia Limited
Mr W J Bell, Mr J C Glasson, Mr T C Glasson and Mr G J Popplewell
Hallenstein Properties Limited
Mr W J Bell, Mr T C Glasson and Mr G J Popplewell
Mr W J Bell
On Market Sale30/09/22(1,143)(5,755)
Ms S Vincent
On Market Purchase12/05/20231,70511,005
60
GENERAL DISCLOSURESGENERAL DISCLOSURES
T C Glasson
DirectorSabina Ltd
DirectorGlasson Trustee Limited
DirectorCHC Properties Limited
DirectorJCG Trustee Limited
Director152 Hereford Limited
DirectorSIG Trustee Limited
DirectorNew North Holdings Limited
Director847 New North Road Limited
TrusteeHallenstein Glasson Staff
Benefit Trust
M Ford
TrusteeHallenstein Glasson
Staff Benefit Trust
K Bycroft
None
G J Popplewell
TrusteeHallenstein Glasson Staff
Benefit Trust
J Glasson
DirectorGlasson Trustee Limited
DirectorJCG Trustee Limited
Employee Remuneration20232022
100,000-109,99979
110,000-119,99978
120,000-129,99975
130,000-139,99953
140,000-149,99942
150,000-159,99954
160,000-169,99913
170,000-179,99912
180,000-189,99931
190,000-199,99913
200,000-209,99911
210,000-219,9991 -
220,000-229,99923
230,000-239,999 - 1
240,000-249,99922
260,000-269,9991 -
270,000-279,9991 -
280,000-289,999 - 2
290,000-299,999 - 2
300,000-309,9992 -
320,000-329,9991 -
330,000-339,99911
340,000-349,9991 -
350,000-359,99931
360,000-369,99911
370,000-379,9991 -
400,000-409,999 - 1
460,000-469,999 - 1
470,000-479,9991 -
500,000-509,99912
640,000-649,999 - 1
690,000-699,9991 -
(f) Directors’ Insurance
As provided by the Company’s Constitution and in accordance with Section 162 of the Companies Act 1993 the
Company has arranged Directors' and Officers' Liability Insurance that ensures Directors will incur no monetary
loss as a result of actions undertaken by them as Directors provided they act within the law.
(g) Directors’ and Officers’ Use of Company Information
During the period the Board received no notices pursuant to Section 145 of the Companies Act 1993 relating to use
of Company information.
State of Affairs
The Directors are of the opinion that the state of affairs of the Company is satisfactory. Details of the period under
review are included in the Chairman’s Report and the audited Statement of Comprehensive Income.
Employee Remuneration
The number of employees with the Group (other than Directors) receiving remuneration and benefits above
$100,000 in relation to the year ended 1 August 2023 was:
61
GENERAL DISCLOSURESGENERAL DISCLOSURES
Chief Executive Remuneration
The remuneration of the Group Chief Executive Officer for the year ended 1 August 2023 was:
SALARYKIWISAVER
SHORT-TERM
INCENTIVE
OTHER
BENEFITS
SUB
TOTAL
LONG-TERM
INCENTIVE
TOTAL
REMUNERATION
Group Chief
Executive Officer —
Stuart Duncan
551,639.40 19,848.99 110,000.00 11,134.92 692,620.31 - 692,620.31
The remuneration of the Group Chief Executive Officer comprises fixed and performance payments. Fixed
remuneration includes a base salary, contributions to Kiwisaver, health insurance and a carpark. The Group Chief
Executive Officer received a short-term incentive of $110,000. The STI was approved by the Board and is linked to
the Group’s financial performance against set targets.
Remuneration to Auditors
The fee for the audit of the Holding Company and subsidiaries, paid to PricewaterhouseCoopers, was $218,970.
EXERCISE OF NZX POWERS
During the year NZX referred to the NZ Markets Disciplinary Tribunal two matters relating to the Company’s
conduct. The Company accepted that it had breached: listing rule 2.6.3 by failing to disclose promptly and
without delay a change to its assessment of the independence status of Mr Popplewell; and also breached
listing rule 2.13.2(c) by failing for a period of four years to have a majority of independent directors on its
Audit Committee.
The breach of listing rule 2.13.2(c) resulted from a misunderstanding of the listing rules rather than any
intention to commit the breach. In addition, NZ RegCo did not identify any actual loss or impact on investors
or the market, or any financial benefit or commercial advantage to HLG, as a result of the breach.
HLG accepted the breaches at the first opportunity when notified by NZ RegCo, cooperated fully with
NZ RegCo’s investigation of the matter, has taken steps to address its compliance issues and had a good
compliance history before this referral to the Tribunal.
The Company paid a $75,000 fine to NZX plus costs and was publicly censured for the breaches.
62
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
63
The Board of Directors of Hallenstein Glasson Holdings Limited (HGHL) is committed to maintaining the
highest standards of corporate governance. This statement gives an overview of the policies and processes
that are in place throughout the Company and how best-practice standards of corporate governance
are followed. This statement is current at 27 October 2023 and follows the principles outlined in the
NZX Corporate Governance Code dated 17 June 2022 (the Code) and outlines how HGHL is applying the
recommendations in the Code or where it is not currently following a certain code recommendation (and the
reason for this). Refer to the table on page 69 for further details.
The key HGHL corporate governance policy documents including the Board and Board committee charters
are available at www.hallensteinglasson.co.nz/investment-centre.
PRINCIPLE 1 — CODE OF ETHICAL BEHAVIOUR
“Directors should set high standards of ethical behaviour, model this behaviour and hold management
accountable for these standards being followed throughout the organisation.”
CODE OF ETHICS
The Board is committed to the highest standards of conduct and ethical behaviour in all business activities
and has adopted a code of ethics to promote and support a culture of honest and ethical behaviour,
corporate compliance and good corporate governance.
The Code of Ethics sets out the standards of conduct expected of the Directors, senior management
and employees in carrying out their day-to-day duties. This code provides a guide to the conduct that is
consistent with the Company’s values, business goals and legal obligations. The code contains the internal
reporting procedures for any breaches.
New employees receive a copy of the Code of Ethics as part of their induction, and it is available on the
Group’s website. The Board reviews the Code of Ethics annually.
FINANCIAL PRODUCT TRADING POLICY
HGHL is committed to transparency and fairness in dealing with all of its stakeholders and to ensuring
adherence to all applicable laws and regulations. The Financial Product Trading Policy details the Company’s
policy in relation to trading HGHL shares and includes restrictions on and procedures for Directors and
employees.
The policy details the procedure which must be followed when Directors and senior management (or their
related parties) wish to trade in the Company’s shares. They must notify HGHL and obtain consent prior to
trading in HGHL shares and are only permitted to trade within the periods of two windows. These windows
are from the day on which HGHL’s half year results are released (during March) and 1 July and between the
full year announcement (during September) and 1 January. Trading by an individual holding non-public
material information about the Company is prohibited.
Directors and senior managers must advise the NZX promptly and without delay if they trade in the
company’s shares within the timeframes required by law.
PRINCIPLE 2 — BOARD COMPOSITION AND PERFORMANCE
“To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience
and perspectives.”
THE BOARD
The Board of Directors is elected by shareholders to oversee the management of the Company and is
responsible for all corporate governance matters and reporting to shareholders. The Board has adopted a
board charter which sets out the roles and responsibilities of the Board and outlines how this interacts with
the role of the Group’s management. The Board Charter is available on the Group’s website.
The Board establishes the Company’s objectives, determines the strategies for achieving those objectives,
and monitors management performance. It also establishes delegated authority limits for capital expenditure,
treasury, and remuneration.
Glassons New Zealand, Glassons Australia and Hallensteins operate as separate subsidiaries, each with
its own management team. The Board delegates the responsibility for the day-to-day management of
each subsidiary to the management of that subsidiary. The Board is responsible for the appointment of,
and assessment of the performance of, the Group Chief Executive Officer and the members of the senior
management team.
The Board meets at least ten times each year, and in addition a full corporate strategy meeting is held each
year. Directors receive monthly reporting including profit and loss and balance sheets for each operating
subsidiary, together with operations reports from the senior executive from each business unit.
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
64
BOARD MEMBERSHIP
The Board comprises seven non-executive Directors and one executive Director (being James Glasson, the Chief Executive
Officer of Glassons Australia). The Chairperson is a non-executive Director and is a different person to the Group Chief
Executive Officer for the purposes of Code Recommendation 2.9. Refer to the table on page 69 for further details.
INDEPENDENT DIRECTORS AT 1 AUGUST 2023:
Malcolm Ford
Karen Bycroft
Graeme Popplewell
Sandra Vincent
Joanna Appleyard
NON INDEPENDENT DIRECTORS AT 1 AUGUST 2023:
Warren Bell (Chairman)
Timothy Glasson
James Glasson
In determining director independence, the Board has regard to the disqualifying relationship factors set out in the
NZX listing rules and the Code. Timothy Glasson is not independent because he is a substantial product holder in the
Company. Warren Bell is not an independent director because he has close business connections with Timothy Glasson
including directorships of non-Group entities associated with Timothy Glasson. James Glasson is not an independent
director because he is also an executive within the Group.
The Board is currently comprised of a majority of independent Directors (Code Recommendation 2.8), and is of the view
it has an optimal mix of skills and experience to govern the Group. The Board is satisfied that it operates in an effective
independent manner notwithstanding a number of its Directors are technically considered to not be independent for the
purpose of the NZX Listing Rules.
Under the NZX Listing Rules a Director must not hold office past the later of three years and the third annual meeting
after their appointment without being re-elected by shareholders.
The Board may at any time appoint a person to be a Director either as an additional Director or to fill a casual vacancy.
Any person who is appointed a Director by the Board shall retire from office at the next annual meeting of the Company
but shall be eligible for election by shareholders at that next meeting.
A list of the Directors and their profiles, experience and qualifications is on page 58 of this report. A list of their relevant
ownership interests is on page 59 of this report.
NOMINATION AND APPOINTMENT OF DIRECTORS
The Nominations Committee identifies suitably qualified people who could be considered for nomination or appointment
as a Director in the event of a vacancy on the Board. The Nominations Committee Charter includes guidelines relating
to Board composition, considerations for new Director appointments and the process by which potential Directors are
nominated and assessed. All new Directors enter into a written agreement with HGHL setting out the terms of their
appointment.
DIVERSITY
HGHL believe that all eligible people get an equal opportunity and are all treated fairly regardless of backgrounds,
views, experiences and capabilities as well as their beliefs, physical differences, ethnicity, gender, age, thinking style or
preferences. The company has adopted a Diversity and Inclusion Policy that ensures it is continually developing a work
environment that supports equality and inclusion regardless of difference.
In accordance with HGHL’s Diversity and Inclusion Policy, the Board has established measurable objectives, including Senior
Management gender diversity, and are making good progress in achieving these objectives. The Board has responsibility
for implementing, reviewing, reporting and overseeing the policy.
Details of gender composition of the Group’s Directors and Officers as at the balance date are as follows:
Gender diversity as at 1 August20232022
Directors
Female
32
Male
55
Officers*
Female
11
Male
43
*Officers means those persons who are concerned or take part in the management of the Company’s business and
who report directly to the Board or to a person who reports to the Board.
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
65
The Board ensures that new Directors are appropriately inducted to their role. Continuous education is also
undertaken by Directors as appropriate to ensure sure that they have skills that are relevant and up to date, and
that allow them to perform their role as Directors.
The Board evaluates its own performance and that of its committees annually. The Chairperson also meets with
Directors individually to discuss their individual performance during the year.
PRINCIPLE 3 — BOARD COMMITTEES
“The Board should use committees where this will enhance effectiveness in key areas, while retaining
Board responsibility.”
REMUNERATION COMMITTEE
The Remuneration Committee is comprised of non-executive members of the Board and is chaired by Tim Glasson.
The other members of the Committee as at 1 August 2023 were Warren Bell and Sandra Vincent. The function of
the Committee is to make specific recommendations on remuneration packages and other terms of employment
for Directors and senior management. Management may only attend Committee meetings at the Committee’s
invitation. The Committee utilises independent advice where necessary to ensure remuneration practices are
appropriate for the Company, and to ensure the best possible people are recruited and retained. Although the
Committee does not currently have a majority of independent Directors in line with Code recommendation 3.3,
and did not during the accounting period, the Board believes the current membership has an optimal mix
of skills and experience to ensure the Committee achieves its objectives. In addition, the Committee makes
recommendations to the full Board for consideration. Refer to the table on page 69 for further details including
changes made to the composition of Board committees subsequent to the balance date.
The Remuneration Committee Charter is available on the Group’s website.
AUDIT COMMITTEE
The Audit Committee is comprised of non-executive members of the Board and is chaired by Malcolm Ford.
The other members of the Committee are Warren Bell and Graeme Popplewell, both of whom are Fellows of
Chartered Accountants Australia New Zealand (CAANZ) with an extensive accounting and financial background.
The Committee comprises a majority of independent directors. The Board believes the current membership has
an optimal mix of skills and experience to ensure the Committee achieves its objectives. The Committee meets
directly with the external auditors and receives all correspondence between the Company and its auditors. The
main responsibility of the Committee is to ensure internal controls are effective, financial reporting is reliable,
and applicable laws and regulations are complied with. Management may only attend Committee meetings at the
Committee’s invitation.
The Audit Committee Charter is available on the Group’s website.
NOMINATIONS COMMITTEE
The Nominations Committee is comprised of non-executive members of the Board and is chaired by Ms Sandra
Vincent. The other members of the Committee are Timothy Glasson and Warren Bell. When appropriate, the
Committee will make recommendations to the Board on the appointment of Directors. Although the Committee
does not currently have a majority of independent Directors in line with Code recommendation 3.4, and did
not during the accounting period, the Board believes the current membership has an optimal mix of skills and
experience to ensure the Committee achieves its objectives. In addition, the Committee makes recommendations
to the full Board for consideration. Refer to the table on page 69 for further details including changes made to the
composition of Board committees subsequent to the balance date.
The Nominations Committee Charter is available on the Group’s website.
OVERVIEW OF BOARD COMMITTEES
The Board does not operate any other committees apart from the Audit Committee, the Remuneration Committee
and the Nominations Committee. HGHL has considered whether any other standing Board committees are
appropriate and has determined not. Each committee operates under a charter which is available on the Group’s
website. Committee members are appointed from members of the Board and membership is reviewed on an
annual basis. Any recommendations made by the committees are submitted to the full Board for formal approval.
Directors and other employees of the Group have established both a Health and Safety Committee and a
Sustainability Committee to ensure appropriate governance, performance and compliance is carried out in these
key areas. These committees are not Board committees.
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
66
BoardRemunerationAuditNominations
Number of meetings held12222
AttendedAttendedAttendedAttended
Warren Bell12222
Timothy Glasson112-2
Graeme Popplewell12-1-
Malcolm Ford11-1-
Karen Bycroft11-1-
Sandra Vincent122-2
James Glasson12
---
Joanne Appleyard
1
7-1-
1
Joanne Appleyard’s Directorship commenced on 10 November 2022.
ATTENDANCE AT BOARD AND COMMITTEE MEETINGS FOR THE YEAR ENDED 1 AUGUST 2023
HEALTH & SAFETY COMMITTEE
HGHL has also established a Health and Safety Committee. The Committee is not a Committee of the
Board, although its members include Directors, Stuart Duncan, the Group Chief Executive Officer, as well
as employees of the Group.
The Committee is chaired by Ms Karen Bycroft. The Committee oversees the:
— Group’s existing health and safety systems and processes.
— Approval of health & safety policies and procedures for the Group.
— Monitoring of any incidents, hazards and risks within the Group’s business.
— Communication to the Board on health and safety matters and ensures the Board is informed on matters relating
to health and safety governance, performance and compliance.
— Regular assessments on health and safety systems.
The Health and Safety Committee met four times during the year ended 1 August 2023.
The Health and Safety Committee Charter is available on the Group’s website.
SUSTAINABILITY COMMITTEE
HGHL has also established a Sustainability Committee. The Committee is not a Committee of the Board, although its
members include Directors, Stuart Duncan, the Group Chief Executive Officer, as well as employees of the Group.
The Committee is chaired by Mr Stuart Duncan. The Sustainability Governance Board Committee guides our
sustainability strategy and monitors how we are tracking against our sustainability goals. The Committee meets
every quarter to review performance and provide strategic input and governance.
TAKEOVER RESPONSE
The Board has implemented protocols that set out the procedures to be followed if a takeover offer is received by HGHL.
PRINCIPLE 4 — REPORTING AND DISCLOSURE
“The Board should demand integrity in financial and non-financial reporting and in the timeliness and balance of
corporate disclosures.”
Financial reporting to shareholders and the market is in accordance with generally accepted accounting principles
applied in New Zealand, and in compliance with relevant legislation and NZX requirements.
The Group’s Sustainability report is on page 10. The Group has appointed a sustainability Committee to consider risks
on environmental, social and governance factors.
The Committee has developed the key areas of focus being:
— environmentally sustainable certified fabrics and product stewardship;
— Supplier partnerships and ethical factories;
— our carbon footprint, climate change preparations and environmental impact;
— diverse workforce and safe working environment for all;
— team career development.
During the year Mr. M. Ford and Mr. G. Popplewell were unable to attend one of the scheduled audit committee
meetings. Ms. J. Appleyard (acting Chairperson) and Ms. K. Bycroft attended in their absence.
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
67
The Board is responsible for ensuring it meets its obligation for continuous disclosure in accordance with the NZX
Listing Rules and acknowledges that the intent of these rules is to enable shareholders and the investment market
generally to be promptly informed of any events that may be price sensitive in regards to the Company’s share price.
The Board has adopted a market disclosure policy which outlines the obligations of HGHL and relevant HGHL
personnel in satisfying HGHL’s continuous disclosure requirements. A copy of the policy is available on the Group’s
website.
All key corporate governance documents, including charters and policies, are available on the Group’s website at
www.hallensteinglasson.co.nz/about-us.
PRINCIPLE 5 — REMUNERATION
“The remuneration of Directors and executives should be transparent, fair and reasonable.”
Details of Directors’ and Group Chief Executive Officer’s remuneration are shown on page 62 of this report.
Shareholders are asked to approve any increases to the pool of Directors’ fees from time to time as required by
the NZX Listing Rules. Fees are generally established using independent surveys covering New Zealand based
organisations of a similar scope and size.
Key executive remuneration comprises a base salary together with short term and long term incentives that are
based on performance which are earned subject to company profitability. The Remuneration Committee seeks
independent advice where appropriate when setting key executive remuneration.
HGHL has adopted a Remuneration Policy which outlines the principles that apply to the remuneration of
all Non-executive Directors and senior management with the aim to ensure that remuneration is fair and
appropriate. A copy of the policy is available on the Group’s website.
PRINCIPLE 6 — RISK MANAGEMENT
“Directors should have a sound understanding of the material risks faced by the issuer and how to manage
them. The Board should regularly verify that the issuer has appropriate processes that identify and manage
potential and material risks.”
The Board is responsible for reviewing and approving the Company’s risk management strategy and maintains
a risk framework that identifies and seeks to manage risks throughout the HGHL Group. It also seeks to
identify new and emerging risks to the HGHL Group through this framework. The Board delegates day-to-day
management of risk to the Group Chief Executive Officer who may further delegate such responsibilities to his
or her executives and other officers. Significant risks are discussed at Board meetings as required.
While the Board is ultimately responsible for oversight of the risk management of the Group, the Audit
Committee reviews the reports of management and the external auditors on the effectiveness of systems for
internal control, financial reporting and risk management. To assist in discharging this responsibility, the Board
has in place a number of strategies designed to safeguard the Company’s assets and interests and to ensure the
integrity of reporting.
The Company maintains insurance cover with reputable insurers for most types of insurance risk. All HGHL
Group Directors and senior managers have the benefit of an indemnity as permitted by the Companies Act 1993
and HGHL’s constitution. The HGHL Group has also implemented Director and Officer (D&O) insurance cover at
HGHL’s cost. Details of these indemnities and insurance are disclosed in HGHL’s interests register as required.
HEALTH & SAFETY
The Company has health and safety systems and processes in place that includes training employees and recording
any incidents, hazards and risks. These systems ensure we continue to provide a safe working environment for staff,
contractors and customers. HGHL has also established a Health and Safety Committee as part of its commitment
to protecting the health, safety and wellbeing of HGHL group employees – see details of the Committee and its
role above.
The Health & Safety Committee, along with senior management, is responsible for ensuring that Health and Safety
has appropriate focus and is sufficiently resourced within the Group. Senior management work with the Health &
Safety committee to investigate incidents, analyse hazard/incident trends to identify and mitigate potential health
and safety risks and review, develop and monitor compliance with health and safety processes and procedures.
Health & Safety is a consistent item on the Board meeting agendas to keep all Directors informed of the Group’s
performance across a range of measures.
The Board and the Committee receive detailed reporting on health and safety performance including health and
safety incidents, injury rates by severity, identified hazards and outputs from the workers’ health and safety forum
meetings. There has been minimal lost time due to incidents or injuries over the last financial year. The company
continues to work to mitigate risk both in store and in our Fulfilment Centres.
All staff are trained on Health & Safety procedures at induction, some examples of these include working from height,
manual lifting and personal safety.
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
68
Registers are kept of potential hazards at each store and regular reviews/audits of compliance with health and safety
processes and procedures are carried out. The Group also provides an Employee Assistance Programme (EAP) to
support with employee wellbeing.
Particular focus is placed on safety in our Distribution Centres and regular risk assessments are carried out. Risks in
our distribution centres include material handling equipment (forklifts); heavy/light vehicles; working at height; falling
objects; manual handling strains/injuries and fatigue; slips, trips and falls. It is ensured that all forklift and heavy machinery
operators are licensed accordingly and have completed appropriate certified training. Daily equipment inspections are
performed, site inductions are carried out with all visitors, staff and contractors, and controls are implemented where
risks are identified as part pf the hazard risk assessments.
During the period in review, we introduced a new digital reporting system that records injuries, hazards, aggressive
behaviour incidents and overt theft. This has improved our understanding of the nature and number of incidents that
impact our teams and allowed us to respond with solutions tailored to suit individual circumstances. It has also directed
us toward any improvement needed in equipment available for use in our stores and distribution centres.
Staff are encouraged to report all injuries including minor scrapes, tweaks, and scratches in order that we can ensure
we’re providing the safest possible working environment and as a check that the training we provide stays relevant to
the work environment. Our statistics include customers who may have suffered a medical event or similar incident while
visiting our premises.
Our independent EAP provider is available to support all team members across the group. Access is not limited to dealing
only with work related challenges that an employee may be experiencing.
During the year the Group recorded 74 injuries, 6 near misses, and 146 sessions were initiated with our EAP provider.
There were no instances of fatalities from work related ill health or injury.
PRINCIPLE 7 — AUDITORS
“The Board should ensure the quality and independence of the external audit process.”
The Audit Committee is responsible for overseeing the external audit arrangements. Ensuring that external audit
independence is maintained is one of the key aspects in discharging this responsibility. An Audit Independence Policy
has been adopted by the Committee to assist in meeting this responsibility. The Audit Independence Policy covers the
following areas:
— Provision of related assurance services by the external auditors.
— Auditor rotation.
— Relationships between the auditor and the Company.
— Approval of Auditor.
The Audit Committee shall only recommend the appointment of a firm to be auditor if that firm would be regarded by
a reasonable investor with full knowledge of all relevant facts and circumstances as capable of exercising objective
and impartial judgement on all issues encompassed within the auditor’s engagement. The Audit Committee must
recommend the approval of significant permissible non-audit work assignments that are awarded to an external auditor.
A copy of the policy is available on the Group’s website.
The external auditors are required to be available at each annual meeting.
INTERNAL AUDIT
The Company does not have an internal audit function. The Board is confident the key risks of the business are
being adequately managed and the internal control framework is operating effectively, including through the risk
identification and management processes outlined above.
PRINCIPLE 8 — SHAREHOLDERS’ RIGHTS AND RELATIONS
“The Board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.”
The Company releases all material information to the NZX as required by the NZX Listing Rules, and also posts any key
announcements to the company website at www.hallensteinglasson.co.nz. Other key information, including annual reports,
the constitution and key corporate governance documents are also posted for ease of reference. Consistent with best
practice and the Company’s continuous disclosure obligations under the NZX Listing Rules, external communications that
may contain market sensitive data are released through NZX in the first instance. The Board approves all communications
with shareholders.
Shareholders are provided with the option of receiving communications from the Company electronically. The Company’s
website includes a section on investor communications and the Company welcomes investor enquiries.
It is the Company’s intention that notices of annual and any special meetings of shareholders are sent to shareholders and
posted on the Company’s website at least 20 working days prior to the meeting.
The Company refers any significant matters, as required by the Companies Act and NZX Listing Rules, to shareholders for
approval at the AGM, and shareholders are given the opportunity to vote by proxy ahead of the meeting or by polling if
attending the meeting in person.
CORPORATE GOVERNANCE STATEMENTCORPORATE GOVERNANCE STATEMENT
NZX Code Principle
NZX Code
Recommendations
Key Difference
Status and alternate Board-approved
governance practices
To ensure an
effective Board
there should
be a balance of
independence,
skills, knowledge,
experience and
perspectives.
2.9 An issuer
should have an
independent chair
of the Board.
The chair of the
Board is not an
independent
Director.
The chair Warren Bell is not independent because he has close
business connections with a substantial product holder in the
Company. The Company does not follow Recommendation
2.9 because:(a) the Board considers the benefit of Mr Bell’s
skills and experience as Board chair outweigh any impact of
this disqualifying relationship; and (b) the Board as a whole
comprises a majority of independent Directors. The Board
also considers Mr Bell brings independent judgement in
his role as Chair and is able to fulfill his duties as a director
without being impeded by this disqualifying relationship.
The Board ensures that Mr Bell also recuses himself from
deliberations and decision-making around matters where
an actual or perceived conflict of interest might arise over
something that relates to Mr Timothy Glasson’s non-Group
interests.
The Board should
use committees
where this will
enhance its
effectiveness in
key areas, while
still retaining Board
responsibility.
3.3 At least a
majority of the
remuneration
committee should
be independent
Directors.
The remuneration
committee
comprises three
Directors, two
of whom are
non-independent
Directors.
The Board believes the membership has the right mix of
skills and experience to ensure the Committee achieves its
objectives. The Board requires any Committee deliberations
to be approved by the full Board, which does comprise a
majority of independent Directors.
Following review of the composition of all Board committees,
the Board approved Mr Graeme Popplewell becoming a
member of the remuneration committee in place of Mr
Timothy Glasson on 19 October 2023, with Mr Popplewell also
becoming chair of the remuneration committee. This change
means the Company now complies with Recommendation 3.3.
The Board should
use committees
where this will
enhance its
effectiveness in
key areas, while
still retaining Board
responsibility.
3.4 At least a
majority of the
nominations
committee should
be independent
Directors.
The nominations
committee
comprises three
Directors, two
of whom are
non-independent
Directors.
The Board believes the membership has an optimal mix of
skills and experience to ensure the Committee achieves its
objectives. The Board requires any Committee deliberations to
be approved by the full Board, which does comprise a majority
of independent Directors.
Following review of the composition of all Board committees,
the Board approved Mr Graeme Popplewell becoming a
member of the nominations committee in place of Mr Timothy
Glasson on 19 October 2023. This change means the Company
now complies with Recommendation 3.4.
The Board should
respect the rights
of shareholders and
foster constructive
relationships with
shareholders that
encourage them to
engage with
the issuer.
8.5 The Board
should ensure
that the notice of
annual or special
meeting of quoted
equity security
holders is posted
on the issuer’s
website as soon
as possible and at
least 20 working
days prior to the
meeting.
The notice of
meeting for
the AGM on 15
December 2022
was posted on
the company’s
website 13
working days
before the
meeting, rather
than at least
20 working
days prior to
the meeting
as set out in
recommendation
8.5 of the Code.
The notice contained standard resolutions relating to the
election of a new Director (who had been appointed by the
Board prior to the meeting), re-election of an existing Director
and reappointment of the company’s auditors.
The notice did not contain any information that was not
otherwise accessible on the company’s website and
biographical information about the new Director had
previously been made available in a market announcement to
shareholders at the time of the Director’s appointment. In all
respects, the content and sending of the notice of meeting
complied with the requirements of the Listing Rules and the
Companies Act.
Every effort will be made to ensure notices of future
shareholder meetings are posted on the website at least 20
working days prior to the relevant meeting.
Areas of divergence from the NZX Corporate Governance Code dated 17 June 2022
69
SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION
ANALYSIS OF SHAREHOLDING AS AT 29 SEPTEMBER 2023
RANGE
HOLDER
COUNT
HOLDER
COUNT %
HOLDING
QUANTITY
HOLDING
QUANTITY %
1 to 499 619
11.0 131,983 0.22
500 to 999
520 9.2 352,989 0.59
1,000 to 1,999
1,087 19.2 1,428,911 2.40
2,000 to 4,999
1,556 27.5 4,661,382 7. 81
5,000 to 9,999
916 16.2 6,022,889 10.10
10,000 to 49,999
840 14.9 14,736,261 24.70
50,000 to 99,999
72 1.3 4,675,863 7. 8 4
100,000 to 499,999
29 0.5 4,586,975 7. 69
500,000 to 999,999
3 0.1 1,585,430 2.66
1,000,000 Over
7 0.1 21,466,378 35.99
Total
5,649 59,649,061 100
70
SHAREHOLDER INFORMATIONSHAREHOLDER INFORMATION
RANKNAMEADDRESSUNITS
% OF
UNITS
1Timothy Charles GlassonPO Box 248, Christchurch, 814011,950,58820.03
2
New Zealand Depository
Nominee Limited
PO Box 2959 Wellington, 6140
1,985,8713.33
3
BNP Paribas Nominees (NZ)
Limited — NZCSD
PO Box R209 Royal Exchange
Sydney,NSW, Australia, 1225
1,734,9632.91
4Custodial Services Limited
C/- Craigs Investment Partners
PO Box 13155 Tauranga, 3141
1,673,6602.81
5
Accident Compensation
Corporation — NZCSD
C/- JP Morgan Attn Asset Services
Level 13 2 Hunter Street Wellington,
6011
1,543,9682.59
6
Citibank Nominees (New
Zealand) Limited — NZCSD
GPO Box 764G Melbourne Vic,
Australia, 3000
1,492,3262.50
7FNZ Custodians Limited
PO Box 396 Wellington, 61401,085,0021.82
8
Hickman Family Trustees Limited
PO Box 79084 Avonhead
Christchurch, 8446
565,0000.95
9
Tea Custodians Limited Client
Property Trust Account — NZCSD
ATT: Chris Campbell
PO BOX 3121 Wellington, 6140
520,4300.87
10
Kevin James Hickman &
Joanna Hickman
24 Waiwetu Street Fendalton
Christchurch, 8052
500,0000.84
11
HSBC Nominees (New Zealand)
Limited — NZCSD
PO Box 5947 Victoria Street
West Auckland, 1142
398,3690.67
12
Forsyth Barr Custodians LimitedPrivate Bag 1999 Dunedin, 9054324,7620.54
13
JBWere (NZ) Nominees Limited
Private Bag 92085 Victoria Street
West Auckland, 1142
301,4310.51
14
GMH 38 Investments Limited
77B Long Drive St Heliers
Auckland, 1071
225,8750.38
15
ACE Finance Limited
4 Hawkswood Place Avonhead
Christchurch, 8042
219,6770.37
16
Graeme James Popplewell
26 Lemington Road Westmere
Auckland, 1022
203,6040.34
17
Hobson Wealth Custodian
Limited
PO Box 991 Wellington, 6140196,4410.33
18
David John Wensley & Juliet
Louise Wensley
12A Strowan Road Strowan
Christchurch, 8052
175,0000.29
19
Fay Elizabeth Salkeld
49 Fairway Drive Shirley
Christchurch, 8061
168,1100.28
20
Albany Braithwaite Holdings
Limited
Apt 2B 3 Clyde Quay Wharf
Te Aro Wellington, 6011
166,3500.28
Totals: Top 20 Holders Of Ordinary Shares25,431,42742.64
Total Remaining Holders Balance34,217,63457. 36
TOP 20 SHAREHOLDING AS AT 29 SEPTEMBER 2023
71
SUBSTANTIAL PRODUCT HOLDERS
As at 1 August 2023, the Company's only substantial product holder was Timothy Charles Glasson. Mr Glasson held
11,950,588 ordinary shares in the Company at that date according to both disclosures made by Mr Glasson and the
Company’s records. The total number of voting securities (fully paid ordinary shares) of the Company as at 1 August
2023 was 59,649,061.
ANNUAL BALANCE DATE
PRELIMINARY PROFIT
ANNOUNCEMENT
REPORTS AND ACCOUNTS
PUBLISHED
HALF YEAR RESULTS
INTERIM DIVIDEND
ANNUAL GENERAL MEETING
0 1 A U G U S T
SEPTEMBER
OCTOBER
MARCH
APRIL
12 DECEMBER 2023
AUDITORSAUDITORS
PRICEWATERHOUSECOOPERS
BANKERSBANKERS
ANZ BANK
NEW ZEALAND LTD.
REGISTERED OFFICEREGISTERED OFFICE
L E V E L 3
235 – 237 BROADWAY
NEWMARKET
AUCKLAND 1023
TEL +64 9 306 2500
FAX +64 9 306 2523
POSTAL ADDRESSPOSTAL ADDRESS
PO BOX 91 – 148
AUCKLAND MAIL CENTRE
A U C K L A N D 1 1 4 1
SHARE REGISTRARSHARE REGISTRAR
COMPUTERSHARE INVESTOR
SERVICES LIMITED
PRIVATE BAG 92119
A U C K L A N D 1 1 4 2
TEL +64 9 488 8700
WEBSITESWEBSITES
HALLENSTEINGLASSON.CO.NZ
GLASSONS.COM
HALLENSTEINS.COM
CALENDARCALENDAR
DIRECTORYDIRECTORY
72
HALLENSTEINS.COM
GLASSONS.COM
HALLENSTEINGLASSON.CO.NZ
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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