Serko's Audited FY24 Financial Results
Saatchi Building, Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand
Phone: +64 (9) 309 4754 • serko.com
Market Release
28 May 2024
Serko’s audited financial results for the year to 31 March 2024
1,2
Successful execution delivers strong FY24 results
• Total income confirmed at $71.2m (+48%)
• Total spend of $83.9 million (+1%), below the FY24 guidance range of $86m – $90m
• FY25 guidance for total income of $85m – $92m
• On track for positive cashflow for FY25
Financial summary NZD % change v FY23
Total income $71.2m +48%
Total spend $83.9m +1%
Operating expenses $89.7m +8%
EBITDAF loss $1.6m 93% improvement
Net loss after tax $15.9m 48% improvement
Average underlying monthly cash burn $0.6m 78% improvement
Serko Limited (NZX & ASX: SKO) today released its audited financial results for the year to 31 March
2024, with total income confirmed at $71.2 million – up 48% and above the middle of the guidance
range revised upwards in November.
Serko Chair, Claudia Batten, said: “These strong results reflect the material progress we have made on
our priorities, in an often complex and uncertain external environment.
“Underpinning Serko’s progress has been a deliberate and sustained shift in how we operate. We are
seeing benefits from strengthened leadership and expertise, a scalable operating model, and targeted
investment to support innovation and growth. Today Serko is a more robust and dynamic business as
we pursue the next phase of our strategy.
“Our renewed partnership with Booking.com for a further five years, as announced on 30 April 2024, is
a major milestone – providing a strong foundation for future global scale. We are executing plans with
Booking.com to deliver further growth through customer acquisition and activation, and expansion of
the product offering.”
1
Comparative numbers are for the prior comparative period (FY23) unless otherwise stated. All dollar amounts are New Zealand
dollars, unless otherwise stated.
2
See notes to this release for definitions of non-GAAP financial measures used in the released materials.
2
FY24 growth driven by strong first half
Online bookings 4.9 million +19%
Completed room nights on Booking for Business 2.5 million +65%
The first half benefitted from higher ARPB, favourable FX and higher-than-expected business travel
volumes in Australasia. Second half revenue was lower than expected mainly driven by slower growth
in completed room nights than projected, unanticipated seasonality in ARPCRN and a decline in the
Euro:NZD exchange rate since guidance was updated in November 2023.
Unmanaged travel: Driving material revenue growth
Completed room nights on Booking.com for Business grew 65% to 2.5 million from 1.5 million in
FY23, reflecting strong first half growth combined with higher ARPCRNs and a favourable FX rate.
Active customers using the Booking.com for Business platform increased 10% across the year to
approximately 172,000. ARPCRN was up 4% on FY23.
Serko Chief Executive and Co-Founder, Darrin Grafton, said: “We have continued to see overall growth
in the Booking.com for Business partnership, underpinned by completed room nights rising 65%. This
reflects the successful execution of the partnership to date and the strength of the opportunities
ahead.
“The foundations are in place and we are now implementing further scaling initiatives with
Booking.com to drive further volumes.”
Managed travel: Strengthened market leadership in Australasia
Mr Grafton said: “Online bookings increased 13% in Australasia from 3.4 million to 3.9 million. Rio
Tinto, one of the largest corporate travel accounts in Australia, went live on Zeno during the first half
via American Express Global Business Travel.
“We continue to see future potential in Australasia underpinned by new and existing customers. We
have continued to deliver product improvements to our partners in the past year through a
strengthened Zeno offering.”
Increased operational leverage
Total spend was $83.9 million, below the 2024 guidance range of $86 million to $90 million and up 1%
from $83.3 million in FY23.
EBITDAF losses were $1.6 million, down from $21.8 million, a 93% improvement. Net losses after tax
were $15.9 million, down from $30.5 million, a 48% improvement.
Higher revenue and limited cost growth in the period has led to an 78% reduction in average
underlying monthly cash burn from $2.7 million in FY23 to $0.6 million in FY24.
3
Outlook
Serko anticipates demand for business travel in its key markets to remain strong.
Serko expects new unmanaged customer acquisition and activation initiatives to drive increased
volumes and total income during the FY25 year, weighted to the second half. Serko also anticipates
growth at FY24 levels in its Australasian business.
For the FY25 year, Serko anticipates total income in the range of $85 million – $92 million.
In line with previous statements, Serko expects to be cashflow positive for FY25.
With $80.6 million cash on hand at 31 March 2024 and no debt, Serko is well positioned to consider
organic and inorganic investments where these would advance strategic objectives.
Risks to the achievement of Serko’s FY25 goals include the precise timing of delivery of initiatives and
subsequent benefits, currency and ARPCRN movements, and geopolitical and macro-economic
factors.
Ends
Released for and on behalf of Serko Limited by Shane Sampson, Chief Financial Officer.
Investor Call
Serko Chief Executive Darrin Grafton and Chief Financial Officer Shane Sampson will host a
conference call and webcast at 11am (NZT) this morning to discuss the results.
To join the conference call, please dial the numbers below using the participant passcode 364343.
New Zealand +64 (0)9 9133 624 or toll free 0800 423 972
Australia +61 (0)2 7250 5438 or toll free 1 800 590 693
Numbers for additional countries can be accessed here.
You can join the webcast here.
Further information
Investors
Shane Sampson
Chief Financial Officer
+64 9 884 5916
investor.relations@serko.com
Media
Coran Lill
+61 (0)468 963 068
coran.lill@csladvisory.co.nz
4
Important Notes
Non-GAAP definitions
Non-GAAP (generally accepted accounting practices) financial measures do not have standardised
meanings prescribed by GAAP and therefore may not be comparable to similar financial information
presented by other entities. Non-GAAP measures are used by management to monitor the business
and are considered useful to provide information to investors to assess business performance.
Reconciliation of non-GAAP financial measures to GAAP measures can be found within the Annual
Report and this Investor Presentation.
• ARPB or Average Revenue Per Booking is a non-GAAP measure. Serko uses this as a useful
indicator of the revenue value per travel booking. ARPB for travel-related revenue is calculated as
travel-related revenue divided by the total number of online bookings.
• ARPCRN or Average Revenue per Completed Room Night is a non-GAAP measure and comprises
the gross unmanaged supplier commissions revenue per completed room night for revenue
generating hotel transactions.
• Average underlying monthly cash burn is a non-GAAP measure and comprises the net cash flows
excluding movements between cash and short term investments, cash flows related to capital
raises and exceptional items from a timing perspective averaged over the months in the period.
• Completed room nights is a non-GAAP measure comprising the number of unmanaged hotel
room nights which have been booked and the traveller has completed the stay at the hotel.
• EBITDAF is a non-GAAP measure representing Earnings Before the deduction of costs relating to
Interest, Taxation, Depreciation, Amortisation, Foreign Currency (Gains)/Losses and Fair value
measurement.
• Online Bookings is a non-GAAP measure comprising the number of travel bookings made using
Serko’s Zeno and Serko Online platforms.
• Operating expenses is a non-GAAP measure comprising expenses excluding costs relating to
taxation, interest, finance expenses and foreign exchange gains and losses.
• Total spend is a non-GAAP measure comprising of operating expenses and capitalised
development costs. It excludes depreciation and amortisation.
---
Saatchi Building, Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand
Phone: +64 (9) 309 4754 • serko.com
Results Announcement
28 May 2024
Results for announcement to the market
Name of issuer Serko Limited (“SKO”)
Reporting Period 31 March 2024
Previous Reporting Period 31 March 2023
Currency New Zealand Dollars
Amount (000s) Percentage change
Revenue from
continuing operations
$71,185 Up 48%
Total Revenue $71,185 Up 48%
Net profit/(loss) from
continuing
operations
($15,879)
49%
improvement
Total net profit/(loss) ($15,879) 49%
improvement
Interim/Final Dividend
Amount per Quoted Equity
Security
No dividends have been paid during the period and there is no
intention to pay dividends while Serko pursues growth
opportunities
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date Not applicable
Current period Prior comparable
period
Net tangible assets
per Quoted Equity
Security
68.75 cents 76.26 cents
A brief explanation of any
of the figures above
necessary to enable the
figures to be understood
Please refer to the market release and annual report released in
conjunction with this announcement.
Pursuant to ASX listing rule 1.15.3, Serko Limited confirms that it
continues to comply with the rules of its home exchange (NZX
Main Board).
Saatchi Building, Level 1, 125 The Strand, Parnell, Auckland 1010, New Zealand
Phone: +64 (9) 309 4754 • serko.com
Authority for this announcement
Name of person authorised
to make this announcement
Shane Sampson
Contact person for
this announcement
Shane Sampson, CFO
Contact phone number +64 9 884 5916
Contact email address investor.relations@serko.com
Date of release through MAP 28 May 2024
Audited financial statements for the period ended 31 March 2024 accompany this
announcement.
---
Financial Results
for the12 months to 31 March 2024
Investor Presentation • 28 May 2024
Disclaimer
•This presentation has been prepared by Serko Limited ("Serko"). All information is current at the date of this presentation, unless stated otherwise.
All currency amounts are in NZ dollars unless stated otherwise.
•Information in this presentation
•is for general information purposes only, and does not constitute, or contain, an offer or invitation for subscription,
purchase, or recommendation of securities in Serko for the purposes of the Financial Markets Conduct Act 2013
or otherwise, or constitute legal, financial, tax, financial product, or investment advice;
•should be read in conjunction with, and is subject to Serko’s Financial Statements and Annual Reports,
market releases and information published on Serko’s website (www.serko.com);
•mayinclude forward-looking statements about Serko and the environment in which Serko operates,
which are based on assumptions and subject to uncertainties and contingencies outside Serko’s control –
Serko’s actual results;or performance may differ materially from these statements;
•may include statements relating to past performance information for illustrative purposes only and should
not be relied upon as (and is not) an indication of future performance;
•may contain information from third-parties believed to be reliable, however, no representations or warranties
are made as to the accuracy or completeness of such information.
The informationin this presentation has beenprepared with all reasonable care, howeverneither Serko (includingits related entities),nor any of their
directors, employees, agents or advisers give any representations or warranties (either express or implied) as to the accuracy or completeness of the
information. To the maximum extent permitted by law, no such person/s shall have any liability whatsoever to any other person for any loss (including,
without limitation, arising from any fault or negligence) arising from this presentation or any information supplied or omitted in connection with it.
Non-GAAP financial information does not have a standardised meaning prescribed by GAAP and therefore may not be comparable to similar financial
information presented by other entities. The non-GAAP financial information included in this release has not been subject to review by auditors.
Non-GAAP measures are used by management to monitor the business and are useful to provide investors to assess business performance.
Comparative figures are for the prior comparative period (FY23) unless otherwise stated.
Serko 2
Serko Limited, 125 The Strand, Parnell, Auckland, New Zealand • T: +64 9 309 4754 • investor.relations@serko.com
Incorporated in New Zealand ARBN 611 613 980
Contents
04 CEO overview
11 Progress on strategy
19 Financial update
28 Outlook
Darrin Grafton
CEO
Shane Sampson
CFO
Serko 3
CEO Overview
Serko 4
Refer to Appendix for definitions and descriptions of the non-GAAP measures used by management throughout this presentation.
Successful FY24 execution delivering benefits
Booking.com for
Businessgrowth
Partnership renewed for
further five years*
Strengthened
market position
Retention and new
growth in Australasia
Delivering
operational leverage
On track for cashflow
positive in FY25
Enhanced executive
and expertise
Strengthened executive
capability to support scale
A sustained shift in how Serko operatesRealising the growth opportunity
Serko 5
* Renewed April 2024.
Strong performance, on track for FY25 cashflow positive
RevenueProfit (loss)CostsBalance sheet
$(1.6m)
EBITDAF loss
93% improvement
$0.6m
Underlying avg
monthly cash burn
78% improvement
Serko 6
$71.2m
Total
income
48% increase
$89.7m
Operating
expenses
8% increase
$83.9m
Total spend
1% increase, below
FY24 guidance
$(15.9m)
Net loss
after tax
48% improvement
$80.6m
Cash
on hand
8% decrease YoY
Delivering consistent year-on-year growth
•Growth driven by progress of Booking.com for Business and strengthened Australasianperformance.
•Total income above the middle of the upwards revised guidance range provided in November.
$18.9m
$48.0m
$71.2m
$0m
$10m
$20m
$30m
$4 0m
$50m
$60m
$7 0m
$80m
FY22FY23FY24
Total income $m
2.2m
4.1m
4.9m
0.0m
1.0m
2.0m
3.0m
4. 0m
5.0m
6.0m
FY22FY23FY24
Total online bookings
0.3m
1.5m
2.5m
0.0m
0.5m
1.0m
1.5m
2.0m
2.5m
3.0m
FY22FY23FY24
Completed room nights
65%
19%
48%
Serko 7
Annual growth driven by strong first half
•The first half benefitted from higher ARPB, favourable foreign exchange rates and higher-than-expected
business travel volumes in Australasia.
•Second half revenue was lower than expected mainly driven by slower growth in completed room nights than
projected, unanticipated seasonality in ARPCRN and a decline in the Euro:NZD exchange rate since guidance
was updated in November 2023.
0.1m
0.2m
0.5m
1.1m
1.3m
1.2m
1H222H221H232H231H242H24
Completed room nights
1.1m
1.0m
2.0m
2.2m
2.5m
2.4m
1H222H221H232H231H242H24
Total online bookings
$9.5m
$9.4m
$19.4m
$28.6m
$36.3m
$34.8m
1H222H221H232H231H242H24
Total income $m
Serko 8
Sustainable, scalable growth remains critical focus
•Total spend of $83.9m, up 1% on FY23 and below the FY24 guidance range of $86 million to $90 million.
•Total operating expenses, up 8% on FY23, reflecting an increase in amortisation and depreciation along with
increased hosting and other operating expenses.
•Total spend as a percentageof total income has decreasedfrom 174% in FY23 to 118% inFY24, a 56% year-on-
year improvement. From FY22 to FY24 the total spend percentage of total income has decreased by 212%.
$62.3m
$83.3m
$83.9m
FY22FY23FY24
Total spend $m
$55.1m
$82.8m
$89.7m
FY22FY23FY24
Total operating expenses $m
$18.9m
$48.0m
$71.2m
$62.3m
$83.3m
$83.9m
FY22FY23FY24
Total income vs total spend
Total incomeTotal spend
Serko 9
On track for positive cashflow for FY25
Serko 10
* Underlying cash burn is adjusted for one-off items such as: net funds from capital raise and payments made in 2H23, that ordinarily would have been paid in 2H22 and relate to FY22.
$3.3m
$2.7m
$0.6m
FY22FY23FY24
Underlying average monthly cash burn*
($39.6m)
($32.6m)
($7.1m)
FY22FY23FY24
Underlying cash flow
Progress on strategy
Serko 11
FY23 – 25
Strategic
Goals
FY24
Business
Highlights
Scaled and globally competitive business
Progress on our strategic priorities
Experimentation
benefits
$4.3 million
*
annualised
net revenue following
successful product
experimentations
Booking.com
delivery and growth
65% increase in
Completed Room
Nights;renewal
of partnership
(in April 2024)
Australasian
market leadership
Strengthened market
positionwith
13%increase in
online bookings
Technology and
productinnovation
Strengthened product
capabilities and
integrations with
continued enhancement
of our technology platform
High employee
engagement
Employee
engagement
increased to 78%,
from 72% in FY23
Culture
Develop a culture of
engaged Serkodians
aligned to our purpose,
mission and values
Marketplace
and content
Commercialise the
connected trip
experience through
an open platform
Managed
revenue
Consistently grow
market share in global
managed travel market
through TMC partnerships
and inorganic growth
Unmanaged
revenue
Establish significant
market share
in unmanaged
travel market
Customer
success
Deliver an exceptional
customer experience (CX)
through experimentation-
driven development
Serko 12
* Estimate based on AB testing results in FY24 extrapolated for a full year using an average $ booking rate
€ 6.88
€ 9.34
€ 9.75
FY22FY23FY24
64
157
172
FY22FY23FY24
0.3m
1.5m
2.5m
FY22FY23FY24
28
64
109
157
176
172
1H222H221H232H231H242H24
Active customers (k)
Upward trend with strong first half
Serko 13
0.1m
0.2m
0.5m
1.1m
1.3m
1.2m
1H222H221H232H231H242H24
Completed Room Nights (CRN)
€ 6.61
€ 7.04
€ 10.10
€ 9.03
€ 10.09
€ 9.38
1H222H221H232H231H242H24
Average revenue per CRN (€)
UNMANAGED TRAVEL
Progress underpinned by innovation and execution
Examples of features rolled out in FY24
Jun 2023
Content and
servicing
Partnered with CWT
to extend content
offering, provide
access to exclusive,
loyalty earning
rates and offer
24/7 support
Jun 2023
Room
selection
Intuitive room
selection experience
that enables users
to make better
purchase decisions
Oct 2023
Travel
tracking
Integration with
real-time tool,
Traxo, for enhanced
traveller safety
Nov 2023
Travel
receipts
Streamlined
expense
reimbursement
process
Dec 2023
Hotel
budgets
Spend control to
drive compliance
with company's
travel policy
Serko 14
UNMANAGED TRAVEL
May 2024
Booking.com for Business named
Travel Innovation of the Year
Oct 2023
Booking.com for Business named
Best self-booking tool
Mar 2024
Personalised
stay
Search experience
optimised for
repeat travel
Booking.com for Business plans
•Testing new online
marketing channels
•Developing product
features that expand our
addressable audience.
•A combination of
experimentally developed
improvements to the B4B
user interface, and
•Development of new features
that help businesses
efficiently administer their
travel spend and safeguard
their workforce.
•Enriching the B4B value
proposition through a
marketplace of discounted
ancillary services
•Testing incentives and
loyalty, as mechanisms
to drive higher purchase
frequency, and
•Improving post booking
experience to drive higher
retention rates.
Serko 15
Phase 1
Migration
Phase 2
Activating +
Engaging
Phase 3
Scaling
CompleteH2 FY22 –23FY23 –24
UNMANAGED TRAVEL
Foundation complete. Plans to increase growth being activated
Active customer growthVolume growthCustomer acquisition growth
$5.07
$4.96
$5.12
FY22FY23FY24
1.9m
3.4m
3.9m
FY22FY23FY24
Strengthened market position in Australasia
•Online bookings were up 13% in
Australia and New Zealand to 3.9
million, the result of increased
transaction volumes in
Australasia and new customer
wins.
•Rio Tinto, one of the largest
Australian corporate travel
accounts went live on Zeno
during the first half via American
Express Global Business Travel.
Serko 16
$4.91
$5.11
$5.06
$4.87
$5.02
$5.33
1H222H221H232H231H242H24
Australasia ARPB ($)
1.1m
0.9m
1.7m
1.7m
2.0m
1.9m
1H222H221H232H231H242H24
Australasia online bookings (m)
MANAGED TRAVEL
Online bookings up 13% in Australia and New Zealand
Continued strengthening of Zeno offer
Examples of features rolled out in FY24
Jul 2023
Vehicle selection
Allows customers
within the resources and
mining industry to book
specific vehicles online
Sep 2023
Online changes
Empowers travel bookers
to get instant pricing
for flight changes,
without contacting
their travel agent
Nov 2023
Airline aggregator
Enables the sourcing
of airlines through
a single platform
Jan 2024
Hotel shopping
Enhances hotel and
shopping experience
for travel to regional
destinations
Apr 2024 (post balance date)
Sabre NDC
integration
Provides efficiency
benefits to corporations,
bookers and TMCs by
accessing range of airline
offersthrough Zeno
Serko 17
MANAGED TRAVEL
Progress on sustainability practices
Environment
•Completion of our inaugural mandatory
Climate-Related Disclosures under the
Aotearoa New Zealand Climate Standard
reporting framework
•Improved carbon intensity performance
from 11.68 to 9.82 (tCO
2
e of GHG
emissions per $m of total income)
Social
•New Guiding Principles introduced to guide
our behaviours, decisions and actions
•High employee engagement, up from
72% in FY23 to 78% in FY24
•Internal appointments for new or existing
roles increased to 29%, up from 17% last year
•Serkodians invested 1,800 hours of their
timeinour‘Day of Community’
•Achieved Advanced GenderTick accreditation
•Maintained a less than 1% median
remuneration difference between males and
females when comparing roles of
comparable scope and complexity
Governance
•Improved capability in our board
and executive team
•Refreshed executive remuneration structure
•Strengthened risk management practices
through the business
•Materiality assessment completed,
identifying areas that matter most
to our stakeholders and the business
•Strengthened stakeholder engagement
Serko 18
Serko’s 2024 ESG Report available
now at www.serko.com/investors
Financial Update
Audited financial results for the 12 months to 31 March 2024
Serko 19
Net profit summary /
EBITDAF reconciliation
•Continuing to achieve operating
leverage as revenue grows.
•Weaker New Zealand dollar drove
foreign exchange losses on forward
exchange contracts used to provide
an economic hedge for revenue.
•High interest rates drove stronger
interest income.
Net Profit Summary20242023changechange
EBITDAF Reconciliation$'m$'m$'m%
Revenue68.846.522.348%
Other income2.41.50.958%
Total income71.248.023.248%
Operating expenses
(89.7)(82.8)(6.9)(8%)
Percentage of revenue
(130%)(178%)
Foreign exchange gains/(losses)
(1.1)1.7(2.8)(162%)
Net finance (expense)/income
3.92.61.452%
Net (loss) before tax
(15.7)(30.5)14.849%
Percentage of revenue
(23%)(66%)
Income tax expense(0.2)(0.1)(0.1)(144%)
Net (loss) after tax(15.9)(30.5)14.7(48%)
Percentage of revenue
(23%)(66%)
Deduct: net finance (expense)/income(3.9)(2.6)(1.4)(52%)
Add back: income tax0.20.10.1144%
Add back:depreciation and amortisation17.013.03.930%
Add back: net foreign exchange (gains)/losses1.1(1.7)2.8162%
EBITDAF (loss)(1.6)(21.8)20.293%
Percentage of revenue(2%)(47%)
Serko 20
Revenue analysis
•Booking.com for Business partnership
continues to drive growth in the
Supplier Commissions category and
the Europe and Other geography.
•Travel platform booking revenue grew
driven by increased Australian and
New Zealand business travel volumes
and new customer wins.
•ARPB grew driven by the increased
proportion of Booking.com for
Business transactions.
Revenue and other Income by Type20242023changechange
$'m$'m$'m%
Revenue – transaction and usage fees:
Travel platform booking revenue19.216.32.918%
Expense platform revenue5.35.00.37%
Supplier commissions revenue42.923.419.684%
Services revenue1.01.6(0.6)(36%)
Other revenue0.30.3-(2%)
Other Income2.41.50.958%
Total revenue and other income71.248.023.248%
Operating Revenue by Geography
Australia20.618.12.413%
New Zealand3.02.50.520%
North America3.03.0-(1%)
Europe and Other42.222.919.485%
Total Revenue68.846.522.348%
Total travel bookings (m)5.94.81.123%
Online bookings (m)4.94.10.819%
ARPB (travel related revenue only/online bookings)$12.71$9.56$3.1533%
Average revenue per completed room night (ARPCRN)€9.75€9.34€0.414%
Serko 21
Operating expenses
•Serko has maintained cost control for
FY24 while continuing to drive the
business towards its growth
objectives.
•Total remuneration and benefits were
flat reflecting lower remuneration and
benefits and EISS costs largely offset
by lower capitalisation of
development resource.
•Third party direct costs increased
broadly in line with increased online
travel booking volumes.
•Amortisation has increased reflecting
a higher proportion ofintangibles
being amortised over three years
rather than five years.
22
Operating expenses20242023changechange
$'m$'m$'m%
Total remuneration and benefits49.449.30.1
-
Percentage of revenue72%106%
Third party direct costs12.210.41.817%
Percentage of revenue18%22%
Other operating expenses11.110.01.111%
Percentage of revenue16%22%
Total amortisation and depreciation17.013.0
3.9
30%
Percentage of revenue25%28%
Total Operating Expense89.782.86.98%
Percentage of revenue130%178%
Serko 22
Note: A further breakdown of Operating Expenses
can be found in note 5 of the financial statements.
$82.8m
$89.7m
$2.4m
$1.8m
$3.9m
$0.9m
$1.0m
$1.0m
$65m
$7 0m
$7 5m
$80m
$85m
$90m
$95m
FY23
Op er ati ng
Expenses
Remun eration
and benefits
EISSLower
Capitalisation
3r d p ar ty
direct costs
Amortisation
and
depreciation
Oth er
exp en ses
FY24
Op er ati ng
Expenses
Operating Expenses FY24 v FY23
Total spend
•Total Spend for the year was held
almost flat, increasing to $83.9 million
from $83.3 million (1% increase).
•Increases in Other operating expenses
and Third party direct costs were
largely offset by lower remuneration
and benefits and EISS costs.
Total Spend20242023changechange
$'m$'m$'m%
Expenses from ordinary activities89.782.86.98%
Add back: capitalised development11.213.6(2.4)(17%)
Deduct:depreciation and amortisation(17.0)(13.0)(3.9)(30%)
Total Spend83.983.30.61%
Percentage of revenue122%179%
23
Serko 23
331
364
347
-
100
200
300
40 0
FY22FY23FY24
Total headcount
Employ eesContractor
Headcount
Serko 24
Geography of headcount
New ZealandAustraliaUnited StatesChina
FY24
FY23
Product design and development
•Product design and development
(PD&D) costs is a non-GAAP measure
representing the internal and external
costs related to PD&D that have been
included in operating expenses or
capitalised as computer software
development during the period plus
amortisation of previously capitalised
PD&D.
•Total PD&D expenditure decreased
slightly driven by reductions in
contractors as Serko completed
several major projects.
Product Design and Development Expenditure20242023ChangeChange
$'m$'m$'m%
Total Product Design & Development40.741.7(1.0)(2%)
Percentage of revenue59%90%
Less: capitalised product development costs(11.2)(13.6)2.417%
Percentage of Product Design & Development costs28%33%
Total Product Design & Development (excluding amortisation)29.528.21.35%
Percentage of revenue43%61%
Add: Amortisation of capitalised development costs15.311.24.237%
Total44.839.35.514%
Percentage of revenue65%85%
Serko 25
24
Underlying cash flow
•Underlying cash flow is a proxy for
free cash flow and excludes
movements between cash and short
term investments, cash flows related
to capital raises and unusual items
from a timing perspective.
•Underlying cash flow has improved as
Serko achieves operational leverage
on strong revenue growth.
24
Adjusted Cash flow20242023ChangeChange
$'m$'m$'m%
Adjusted cash flows from operating activities4.7(19.2)23.9125%
Adjusted cash flows from investing activities(11.4)(14.0)2.618%
Adjusted cash flows from financing activities----
Net foreign exchange differences(0.4)0.5(0.9)(178%)
Underlying cash flow(7.1)(32.6)25.578%
Average monthly underlying cash burn(0.6)(2.7)2.178%
Cash, cash equivalents and short-term deposits
at beginning of year87.7124.5(36.8)(30%)
Add back adjustments:
One-off payment relating to 2022 made in 2023-(4.1)4.1100%
Reported Cash, cash equivalents and
short-term deposits at the end of the year80.687.7(7.1)(8%)
Serko 26
Balance sheet
•Serko’s balance sheet remainsstrong
with cash and short-terminvestments
of $80.6 million and nodebt.
•Intangibles decreased as the Group's
software assets are amortised at a
greater rate thancapitalisation of
internal development.
Balance Sheet20242023ChangeChange
$'m$'m$'m%
Cash and Short Term Deposits80.687.7(7.1)(8%)
Other Current Assets14.813.8
0.9
7%
Intangibles31.135.0(3.9)(11%)
Other Non Current Assets3.64.3(0.7)(16%)
Total Assets130.1140.9(10.8)(8%)
Current Liabilities13.312.21.19%
Non Current Liabilities1.12.7(1.7)(61%)
Equity115.7125.9(10.2)(8%)
Total Liabilities and Equity130.1140.9(10.8)(8%)
Serko 27
Outlook
Serko 28
Outlook
Serko anticipates demand for business travel in its key markets to remain strong.
Serko expects new unmanaged customer acquisition and activation initiatives
to drive increased volumes and total income during the FY25 year, weighted
to the second half. Serko also anticipates growth at FY24 levels in its
Australasian business.
For the FY25 year, Serko anticipates total income in the range of $85m-$92m.
In line with previous statements, Serko expects to be cashflow positive for FY25.
With$80.6 million cash on hand at 31 March 2024and no debt, Serko is well
positioned to consider organic and inorganic investments where these would
advance strategic objectives.
Risks to the achievement of Serko’s FY25 goals include the precise timing of
delivery of initiatives and subsequent benefits, currency and ARPCRN movements,
and geopolitical and macro-economic factors.
Serko 29
Q&A
Serko 30
Appendix
Serko 31
Definitions
Non-GAAP (generally accepted accounting practices) financial measures do not have standardised meanings prescribed by GAAP
and therefore may not be comparable to similar financial information presented by other entities. Non-GAAP measures are used by
management to monitor the business and are considered useful to provide information to investors to assess business performance.
Reconciliation of non-GAAP financial measures to GAAP measures can be found within the Annual Report and this Investor Presentation.
•Active customers (unmanaged) is a non-GAAP measure comprising the number of companies who have made a booking in the
preceding 12-month period.
•ARPB or Average Revenue Per Booking is a non-GAAP measure. Serko uses this as a useful indicator of the revenue value per travel
booking. ARPB for travel-related revenue is calculated as travel-related revenue divided by the total number of online bookings.
•ARPCRN or Average Revenue per Completed Room Night is a non-GAAP measure and comprises the gross unmanaged supplier
commissions revenue per completed room night for revenue generating hotel transactions.
•Australasia: New Zealand and Australia
•Carbon Intensity is a non-GAAP measure comprising the total Serko Greenhouse Gas emissions in (tonnes of CO
2
emitted in the period)
relative to the Total Income ($m) earned by Serko over the same period.
•Cash on hand is a non-GAAP measure comprising cash and short term investments.
•CRN or Completed room nights is a non-GAAP measure comprising the number of unmanaged hotel room nights which have been
booked and the traveller has completed the stay at the hotel.
•EBITDAF is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation,
Amortisation, Foreign Currency (Gains)/Losses and Fair value measurement.
Serko 32
Definitions (continued)
•EBITDAF is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation, Depreciation,
Amortisation, Foreign Currency (Gains)/Losses and Fair value measurement.
•Headcount is a non-GAAP measure comprising of the number of employees (excluding casual workers and employees on maternity
leave) and contractors employed on the last day of the period.
•Managed customers is a non-GAAP term referring to companies that make online bookings through travel management companies.
•Online Bookings is a non-GAAP measure comprising the number of travel bookings made using Serko’s Zeno and Serko Online
platforms.
•Operating expenses is a non-GAAP measure comprising expenses excluding costs relating to taxation, interest, finance expenses and
foreign exchange gains and losses.
•PD&D or Product design and development costsare a non-GAAP measure representing the internal and external costs related to the
design, development and maintenance of Serko’s platforms, including costs within operating expenses and amortisation. It excludes
capitalised development costs.
•Total spend is a non-GAAP measure comprising of operating expenses and capitalised development costs. It excludes depreciation and
amortisation.
•Total travel bookings include both online and offline bookings. Offline bookings are system automated bookings.
•Underlying cash flow is a non-GAAP measure comprising cash flows excluding movements between cash and short term investments,
cash flows related to capital raises and exceptional items from a timing perspective.
•Unmanaged customers is a non-GAAP term referring companies who make online bookings through Serko’s Booking.com for Business
platform.
Serko 33
FY24 results summary
1H232H23FY231H242H24FY24FY24 v FY23 %
Financial ($m)
Total income$19.4m$28.6m$48.0m$36.3m$34.8m$71.2m48%
Total operating expenses$42.3m$40.5m$82.8m$45.3m$44.4m$89.7m8%
Total spend$41.1m$42.2m$83.3m$42.2m$41.8m$83.9m1%
EBITDAF gain/(loss)($16.9m)($4.9m)($21.8m)($0.8m)($0.8m)($1.6m)93%
Net gain/(loss) after tax($19.7m)($10.8m)($30.5m)($7.2m)($8.7m)($15.9m)48%
Average monthly cash burn$3.6m$2.5m$3.1m$0.6m$0.6m$0.6m(81%)
Underlying average monthly cash burn$3.6m$1.8m$2.7m$0.6m$0.6m$0.6m(78%)
Operational
Online bookings (millions)2.0m2.2m4.1m2.5m2.4m4.9m19%
Completed room nights (millions)0.5m1.1m1.5m1.3m1.2m2.5m65%
ARPB$7.85$11.16$9.56$12.88$12.53$12.7133%
ARPCRN€10.10€9.03€9.34€10.09€9.38€9.754%
Active Customers (000)10915715717617217210%
Serko 34
180+
countries with
active users
4.9 million+
trips booked
annually
640,000+
registered customers
across the globe
2007
founded
5 offices
over New Zealand,
USA, Australia, China
340+
size of our team
Thank you
---
Annual
Report
2024
This Annual Report is dated 28 May 2024 and is signed on behalf
of the Board of Directors (Board) of Serko Limited by Claudia Batten,
Chair, and Darrin Grafton, Chief Executive Officer (CEO).
Darrin Grafton
Chief Executive Officer
Claudia Batten
Chair
Contents
Serko at a glance . . . . . . . . . . . . . . . . . . . . . . . . . .2
Financial highlights . . . . . . . . . . . . . . . . . . . . . . . .3
Business highlights . . . . . . . . . . . . . . . . . . . . . . . .4
Chair & CEO letter . . . . . . . . . . . . . . . . . . . . . . . . .6
Our strategy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Our products ............................10
ESG Report highlights . . . . . . . . . . . . . . . . . . . . .12
Our leadership ...........................14
Management Commentary ................18
Financial Statements .....................36
Independent Auditor’s Report ..............70
Corporate Governance Statement ..........75
Remuneration Report ....................105
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .126
Company Directory ......................128
Business
highlights
Chair and
CEO letter
Management
commentary
Financial
statements
04
06
18
36
Serko at a glance
Our purpose
We bring
people together
Our vision
Create a connected,
frictionless travel
experience
Our mission
Build the world’s
leading business
travel marketplace
180 +
countries with
active users
4.9 million +
trips booked
annually
640,000 +
registered customers
across the globe
Darrin Grafton
CEO & Co-founder
Something incredible happens when people come together.
That’s why we travel. But all too often, we run into
distractions. Schedule changes, expense reports,
a bad night’s sleep. And a million other things.
We believe there’s a better way. We’re constantly innovating
to remove friction from travel, designing our platform to
transform the mundane into an experience. So when you
are together, there’s more room for magic to happen.
2
* EBITDAF is a non-GAAP measure representing Earnings Before Interest, Taxation, Depreciation, Amortisation, Impairment,
Foreign Exchange gains/losses and Fair value remeasurements.
Successful execution of our priorities, in an often complex and uncertain
external environment, has led to significantly improved financial outcomes.
Total income was $71.2 million — up 48% and above the middle of the
guidance range revised upwards in November.
Year in review
Financial highlights
Balance Sheet
Cash on hand
$80.6m
8% decrease
Avg cash burn/month
$0.6m
78% improvement
Profit (Loss)
EBITDAF
*
Loss
$(1.6m)
93% improvement
Net loss after tax
$(15.9m)
48% improvement
Revenue
Total income
$71.2m 48%
Costs
Operating expenses
$89.7m
Total spend
$83.9m 1% 8%
3
SErkO at a gLanCE
Underpinning Serko’s progress has been a deliberate and sustained shift in how we operate.
We are seeing benefits from strengthened leadership and expertise, a scalable operating
model and targeted investment to support innovation and growth. Today, Serko is a more
robust and dynamic business as we pursue the next phase of our strategy.
Year in review
Business highlights
*Renewed April 2024
Strengthened
market
leadership
Retention and new
growth in Australasia
Booking.com for
Business growth
Partnership renewed
for further five years*
Realising
the growth
opportunity
Enhanced
leadership and
expertise
Strengthened
executive capability
to support scale
Delivering
operational
leverage
On track for cash flow
positive in FY25
A sustained
shift in how
Serko operates
4
FY24 Business Highlights
Experimentation
benefits
$4.3 million* annualised net
revenue following successful
product experimentations
Australasian
market leadership
Strengthened market
position with 13% increase
in online bookings
Technology and
product innovation
Strengthened product
capabilities and integrations
with continued enhancement
of our technology platform
High employee
engagement
Employee engagement
increased to 78%, from
72% in FY23
Booking.com
delivery and growth
65% increase in Completed
Room Nights; renewal of
partnership (in April 2024)
FY22
0.3m
FY23FY24
1.5m
2.5m
Completed Room
Nights (CRN)
65%
FY22
2.2m
FY23FY24
4.1m
4.9m
19%
Total Online Bookings
All comparatives are year on year unless otherwise stated.
* Estimate based on AB testing results in FY24 extrapolated for a full year using an average $ booking rate.
5
SErkO at a gLanCE
Dear shareholders,
Our strong performance in the past
financial year is the result of Serko’s
single-minded focus on building
a globally-competitive business at
scale across multiple periods.
Most recently, this focus has included the
establishment, growth and renewal of our partnership
with Booking.com, strengthened market leadership in
Australasia, and strong recovery out of the pandemic.
In this year’s annual report we are pleased to share
material progress on our priorities and significantly
improved financial outcomes.
Two years ago, coming out of COVID, Serko’s total
income was $18.9 million. Since then, we have defined
our strategy and have executed against this and now,
for FY24, we are reporting total income of $71.2 million.
Underlying average monthly cash burn two years ago
was $3.3 million. For FY24, it has reduced to just
$0.6 million.
Underpinning Serko’s progress has been a deliberate
and sustained shift in how we operate. We are seeing
benefits from strengthened leadership and expertise,
a scalable operating model, and targeted investment
to support innovation and growth. Today Serko is
a more robust and dynamic business as we pursue
the next phase of our strategy.
There is still much more potential to be realised.
We are driven to being the most innovative company
we can be — for all our stakeholders: our partners,
our customers, our people and our investors.
Our purpose sits at the centre of our ambitions:
to bring people together, through a connected,
frictionless travel experience.
We have built strong foundations with our current
strategy (FY23-25) and we are now turning our minds
to our plans beyond FY25. We look forward to sharing
details with you in the second half of the year.
FY24 summary
For the FY24 year, Serko achieved total income of
$71.2 million, up 48% on the FY23 year, and above the
middle of the guidance range as revised upwards in
November. This was driven by an increase in online
bookings, up 19% to 4.9 million and increased ARPB.
Total spend was $83.9 million, below the 2024
guidance range of $86 million to $90 million and
up 1% from $83.3 million in FY23.
EBITDAF losses were $1.6 million, down from
$21.8 million, a 93% improvement and net losses
after tax were $15.9 million, down from $30.5 million,
a 48% improvement.
Higher revenue and limited cost growth in the period
has led to an 78% reduction in average underlying
monthly cash burn from $2.7 million in FY23 to
$0.6 million in FY24.
Unmanaged travel
In April 2024, we announced the renewal of our
partnership with Booking.com for a further five years.
This is a significant milestone for Serko — providing
a strong foundation for global scale.
We have continued to see overall growth in the
Booking.com for Business partnership, underpinned
by Completed Room Nights rising 65% to 2.5 million.
Active customers using the Booking.com for
Business platform increased 10% across the year
to approximately 172,000. Average Revenue per
Completed Room Night was up 4% on FY23.
6
This reflects the successful execution of the partnership
to date and the strength of the opportunities ahead.
The progress made, including customer acquisition
and activation alongside important enhancements to
the Booking.com for Business offer, has directly driven
material revenue for Serko.
The foundations are in place and we are now
implementing further scaling initiatives with
Booking.com to drive increases in volumes.
Managed travel
Online bookings increased 13% in Australasia from
3.4 million to 3.9 million. Rio Tinto, one of the largest
corporate travel accounts in Australia, went live on
Zeno during the year via American Express Global
Business Travel.
We continue to see potential in Australasia underpinned
by new and existing customers. We have continued to
deliver product improvements to our partners in the
past year through a strengthened Zeno offering.
Balance sheet strength
Serko remains well capitalised with no debt.
At 31 March, our cash on hand was $80.6 million
with underlying average monthly cash burn at
$0.6 million, a 78% improvement.
7
Chair & CEO LEttEr
Darrin Grafton
CEO & Co-founder
Claudia Batten
Chair
Board and management
In February, AI and data technology entrepreneur
Dr Sean Gourley joined the Board as an Independent
Non-executive Director. Sean has impressive
experience as a business and technology leader,
including establishing and growing two ground-breaking
Silicon Valley technology businesses.
He has been a force in the commercialisation of scaled
data and AI solutions for more than a decade, with a
focus on the United States. He is already proving an
asset for Serko as we drive international growth.
Sean will be standing for election at the Annual Meeting.
During the year, Joydip Das and Liz Fraser joined our
Executive team — from multi-national firms — as Chief
Product Officer and Chief Revenue Officer respectively.
Both roles are new within Serko and Joydip and Liz are
already delivering significant upside with their relevant
and compelling backgrounds.
A sustainable Serko
We are committed to doing what is right for our
business, people, customers and communities. We
believe strong environmental, social and governance
(ESG) practices give Serko its social licence to operate,
as well as creating long-term value for our business.
We have continued to develop our sustainability
practices over the past year and are pleased to
report our progress in our latest ESG Report — and
Climate-Related Disclosures, released alongside
this annual report.
Outlook
Serko anticipates demand for business travel in
its key markets to remain strong.
Serko expects new unmanaged customer acquisition
and activation initiatives to drive increased volumes
and total income during the FY25 year, weighted to
the second half. Serko also anticipates growth at
FY24 levels in its Australasian business.
For the FY25 year, Serko anticipates total income
in the range of $85 million – $92 million.
In line with previous statements, Serko expects
to be cashflow positive for FY25.
With $80.6 million cash on hand at 31 March 2024
and no debt, Serko is well positioned to consider
organic and inorganic investments where these
would advance strategic objectives.
Risks to the achievement of Serko’s FY25 goals
include the precise timing of delivery of initiatives
and subsequent benefits, currency and ARPCRN
movements, and geopolitical and macro-economic
factors.
Thank you
Thank you to you our shareholders for your engagement
and support. Thank you to our partners for allowing
us to work with you — to help you and your customers
do business when you need to travel. And thank you to
our team. The Board and the Executive Team see your
dedication in all the hard work you do.
We look forward to another incredible year in FY25.
8
FY23 – FY25 strategic goals
21
Unmanaged
revenue
Establish significant
market share
in the unmanaged
travel market
Customer
success
Deliver an exceptional
customer experience (CX)
through experimentation
3
Managed
revenue
Consistently grow market
share in the global managed
travel market through
TMC partnerships and
inorganic growth
4
Marketplace
and content
Commercialise
connected trip
experience through
an open platform
Culture
Create a culture
of engaged Serkodians
aligned to our purpose,
mission and values
5
Our strategy
Our strategy provides our stakeholders - employees, customers, end users,
partners, suppliers, shareholders and others - with a clear sense of what
drives us, where we are heading and how we will create long-term value.
Our current strategy is for the period FY23 – FY25. In the coming months
we will be developing Serko’s strategy for beyond FY25. We look forward
to sharing this with you.
9
OuR STRATEgY
Our products
Zeno is an integrated travel and expense platform that is revolutionising
the world of corporate travel and expense management globally.
Zeno Travel
Zeno Travel is an online booking platform for
mid to large size companies that have managed
travel programmes (generally with a travel policy and
a travel management company to support them).
With Zeno, travellers get an interface like the
leisure travel sites they’re used to, an extensive
range of booking choices and personalised trip
recommendations that speed up travel bookings.
Travel managers get to add their own travel policies
and negotiated rates and prioritise preferred suppliers
so travellers see the best prices for trips and stay
in budget. The result is better cost control and
programme compliance coupled with increased
traveller satisfaction.
Zeno is available through our worldwide network of
travel management company partners.
Zeno Expense
Zeno Expense automates corporate card and
out-of-pocket expense submission, reconciliation
and reimbursement. Employees take photos or upload
receipts, add coding details and submit their expenses
on the go. To make things even simpler, Zeno offers
automated integrations with travel providers such as
Uber for Business.
Zeno’s intelligent technology helps to identify and
manage out-of-policy claims and expense claim fraud,
dramatically streamlining the expense administration
function. Detailed reporting gives approvers and finance
teams a more accurate picture of business expenses
and potential problem areas.
Serko generates revenue through corporate customers paying
a booking fee per transaction and through commission received
from suppliers.
Serko generates revenue through corporate customers paying
a fee per active user or per expense report submitted.
10
Booking.com for Business · Powered by Zeno
Booking.com for Business is the free, all-in-one business travel platform designed
for small to medium-sized businesses (SMEs). Company users can book and manage
complete trips for themselves or their teams, including accommodation, flights and
rental cars — with no fees or ongoing subscription costs.
Combining Zeno’s functionality with Booking.com’s simplicity
and brand recognition
• Administrators and travellers can easily make corporate travel bookings in one place —
no need to search multiple sites and tabs.
• Choose from 2.5+ million properties, 420+ airlines and 40,000 car rental locations
around the world.
• Whether a business employs one person or 500, there’s no limit to how many
can use Booking.com for Business and there are no fees.
• Companies can save with exclusive business rates, enjoy Genius rewards and
earn loyalty points with favourite hotel chains, airlines and rental car companies.
• Complimentary 24/7 travel assistance is available by phone or email.
Serko generates revenue through supplier commission from travel bookings completed through
Booking.com for Business.
11
OuR PRODuCTS
ESG Report highlights
Working towards a
sustainable future
Serko’s 2024 ESG Report available
now at www.serko.com/investors
Environment
We are committed to continually improving our
efficiency and reducing our impact on the environment.
Our direct environmental footprint is relatively small
and made up largely from third-party data centres,
office energy consumption, employee travel and the
typical consumables of a technology business.
We believe there is an opportunity to play a role in
reducing the environmental impact of business travel
by providing technology that enables and encourages
our customers to make smart, sustainable decisions.
As we grow and connect increasing
numbers of business travellers, we are
committed to doing what is right for our
business, people, customers, investors
and communities. We believe strong ESG
practices give Serko its social licence
to operate, as well as creating long-term
value for our business.
Our latest ESG Report — and Climate-
Related Disclosures — provides Serko’s
stakeholders with a view of the Company’s
ESG performance and activities in the
year ended 31 March 2024.
FY24 progress and highlights
• Completion of our inaugural mandatory
Climate-related Disclosures under the Aotearoa
New Zealand Climate Standard reporting framework
• Improved carbon intensity performance from
11.68 to 9.82 (tCO
2
e of GHG emissions per $m
of total income)
Introduction of
Materiality Assessment
We engaged external advisers to help us
understand and prioritise the environmental,
social, governance and commercial areas that
matter most to our stakeholders and our business.
The materiality assessment provides a strong
foundation for our strategy. By identifying and ranking
the material topics, we are ensuring our strategy
focuses on areas with the greatest impact and that
we can communicate our progress more effectively.
A summary of outcomes from the assessment
is in the ESG Report.
12
Governance
A key focus for the Board is to oversee and support
the delivery of Serko’s strategy, which is primarily
directed at the Booking.com partnership and unlocking
the US market.
Other governance activities across Serko in the past
year include succession planning, ensuring appropriate
remuneration structures and levels, embedding risk
management and improving stakeholder engagement.
Social
Our culture is anchored by a clear company purpose,
vision and guiding principles. They define how we
operate together as a team and how we interact
with our customers and partners.
Giving back to the communities we operate in is
incredibly important to us. Each year, all Serkodians
are given a full day to spend working on local
community initiatives that are meaningful to them.
FY24 progress and highlights
• Improved capability in our Board and Executive team
• Refreshed executive remuneration structure
• Strengthened risk management practices through
the business
• Materiality assessment completed, identifying areas
that matter most to our stakeholders and business
• Strengthened stakeholder engagement
FY24 progress and highlights
• New Guiding Principles introduced to guide
our behaviours, decisions and actions
• High employee engagement, up from 72%
in FY23 to 78% in FY24
• Internal appointments for new or existing roles
increased to 29%, up from 17% last year
• Serkodians invested 1,800 hours of their time
in our ‘Day of Community’
• Achieved Advanced GenderTick accreditation
• Maintained a less than 1% median remuneration
difference between males and females when
comparing roles of comparable scope and complexity
13
OuR PRODuCTS
Claudia Batten
Independent Non-executive Director, Chair, New Zealand
Appointed 30 April 2014, re-elected August 2023
Claudia has been a founding member of two highly successful
entrepreneurial ventures. The first venture was Massive Incorporated, a
network for advertising in video games. Massive was sold to Microsoft in
2006. In 2009 she co-founded Victors & Spoils (‘V&S’), the first advertising
agency built on the principles of crowdsourcing. V&S was majority acquired
by French holding company Havas Worldwide in 2011. Claudia is a strong
supporter of the New Zealand start-up scene as an active mentor and
adviser. She is also a Director of Air New Zealand and Vista Group.
Claudia holds an LLB (Hons) and BCA from Victoria University (Wellington).
Jan Dawson
Independent Non-executive Director, New Zealand
Appointed on 18 August 2021, elected August 2022
Jan is Chair of Ports of Auckland Limited. She was previously Chair of
Westpac New Zealand, Deputy Chair for Air New Zealand, and a Director of
Beca, AIG NZ and Meridian Energy Limited, and a member of the University
of Auckland Council. She was a partner of KPMG for 30 years and the Chair
and Chief Executive of KPMG New Zealand from 2006 until 2011. She holds
a Bachelor of Commerce from the University of Auckland and is a fellow
of the New Zealand Institute of Chartered Accountants and a fellow of the
Institute of Directors in New Zealand.
Our leadership
Board of Directors
Sean Gourley
Independent Non-executive Director, New Zealand
Appointed on 1 February 2024, up for election in 2024
Sean has established and grown two ground-breaking Silicon Valley
technology companies: Primer, an AI and machine-learning company
where he was CEO from 2015 to 2023, and Quid, an AI-powered visualisation
company where he was Chief Technology Officer. In his early career, he
was a research scientist at NASA and a research fellow at the University of
Oxford where he published ground-breaking research into the mathematics
of war in leading science journal Nature. He also served on the board of
Anadarko Petroleum, a US-based Fortune 500 energy company, from 2015
until its acquisition in 2019. Dr Gourley has a Master of Science majoring in
physics from the University of Canterbury (NZ) and a PhD in physics from the
University of Oxford, which he attended as a Rhodes Scholar.
14
Darrin Grafton
Executive Director, Chief Executive Officer & Co-founder
Appointed 5 April 2007, re-elected August 2022
Darrin has more than 30 years’ experience in travel technology and is a
recognised industry innovator, previously named as one of the top 25 most
influential executives in the travel industry by the BTN Group. Darrin has
held directorships and senior management positions across a number
of private and public companies, including the Gullivers Travel Group. In
2021 Darrin was awarded the INFINZ Leadership Award and has previously
been awarded the NZX Hi-Tech Entrepreneur Award. He is a member of the
Institute of IT Professionals NZ and the Institute of Directors in New Zealand.
Bob Shaw
Executive Director, Chief Strategy Officer & Co-founder
Appointed 5 April 2007, re-elected August 2021 (up for re-election in 2024)
Bob has been involved in transforming the travel industry since 1987,
collaborating with the world’s leading airlines, travel agencies and global
distribution systems. He has held a number of directorships and senior
management positions in various high-profile ventures, including Gullivers
Travel Group and Interactive Technologies. Bob has been a past finalist for
the EY Entrepreneur of the Year Award. He is a member of the Institute of
IT Professionals NZ, the Institute of Directors NZ/Australia and was awarded
the New Zealand Certificate in Data Processing.
Clyde McConaghy
Independent Non-executive Director, Australia
Appointed 30 April 2014, re-elected August 2022
Clyde is based in Australia. He is the founder of Optima Boards, providing
independent director and advisory services to public, private, family office
and charitable entities around the world. Clyde has worked in publishing,
media, online and technology sectors, living in the United Kingdom (UK),
Germany, China and Australia. He is a director of Neuroscience Research
Australia and holds a BBus (University of South Australia), as well as an
MBA from Cranfield University (UK). Clyde is a fellow of the Australian
Institute of Company Directors.
15
Our LEadErShiP
Liz Fraser
Chief Revenue Officer (CRO)
Liz previously held the role of Commercial Director at MediaWorks. Prior to
this role, Liz worked at Air New Zealand in various roles, including Regional
General Manager of the Americas region based in Los Angeles, as well as
General Manager Customer. Before joining the airline, Liz worked in the
media industry at TVNZ, MSN and MediaWorks TV. Liz is also the Chair
of Crescendo Trust of Aotearoa.
Joydip Das
Chief Product Officer (CPO)
Joydip has more than 25 years’ experience building software products
and platforms for multiple technology start-ups and enterprise software
companies in the United States (US). He’s passionate about creating product-
led cultures and operational models to help forward-thinking technology
companies navigate the challenges of innovation and scalable growth.
Charlie Nowaczek
Chief Operating Officer (COO)
Charlie has over 25 years’ experience as an operations executive and
management adviser, specialising in business transformation and
operational excellence. Over the last decade he has been COO for
a number of technology start-ups in the US and Canada.
Our leadership
Executive Team
Darrin Grafton
Chief Executive Officer (CEO), Executive Director & Co-founder
Darrin has more than 30 years’ experience in travel technology and is a
recognised industry innovator, previously named as one of the top 25 most
influential executives in the travel industry by the BTN Group. Darrin has held
directorships and senior management positions across a number of private
and public companies, including the Gullivers Travel Group. In 2021 Darrin
was awarded the INFINZ Leadership Award and has previously been awarded
the NZX Hi-Tech Entrepreneur Award. He is a member of the Institute of
IT Professionals NZ and the Institute of Directors in New Zealand.
16
Rachael Satherley
Chief People Officer (CPO)
Rachael has 20 years’ experience in people leadership roles across
Europe, North America and Asia-Pacific, most recently with Expedia Group.
She has a passion for unlocking individual, team and organisational potential
through transformation.
Shane Sampson
Chief Financial Officer (CFO)
Shane joined Serko with over 30 years’ experience in finance and commercial
leadership roles at Vector, Spark and Pulse Energy and most recently as the
CFO of PushPay. Shane has a BCA and LLB (Hons) from Victoria University
of Wellington and is a member of Chartered Accountants Australia and
New Zealand.
Bob Shaw
Chief Strategy Officer (CSO), Executive Director & Co-founder
Bob has been involved in transforming the travel industry since 1987,
collaborating with the world’s leading airlines, travel agencies and global
distribution systems. He has held a number of directorships and senior
management positions in various high-profile ventures, including Gullivers
Travel Group and Interactive Technologies. Bob has been a past finalist for
the EY Entrepreneur of the Year Award. He is a member of the Institute of
IT Professionals NZ, the Institute of Directors NZ/Australia and was awarded
the New Zealand Certificate in Data Processing.
Simon Young
Acting Chief Technology Officer (ACTO)
Simon has more than 20 years’ experience in local and global technology
companies and joined Serko as the Vice President (VP) of Engineering in
2023. He has held a number of executive leadership roles, including as Chief
Product & Technology Officer at Trade Me and VP of Engineering at Halter.
17
Our LEadErShiP
Management
commentary
Please read the following commentary with the financial statements
and the related notes in this Report. Some parts of this commentary
include information regarding the plans and strategy for the
business and include forward-looking statements that involve risks
and uncertainties.
Actual results and the timing of certain events may differ materially
from future results expressed or implied by the forward-looking
statements contained in the following commentary. All amounts
are presented in New Zealand dollars (NZD), except where indicated.
All references to a year are the financial year ended 31 March 2024,
unless otherwise stated.
Non-GAAP (generally accepted accounting practice) measures have
been included, as we believe they provide useful information for
readers to assist in understanding Serko’s financial performance.
Non-GAAP financial measures do not have standardised meanings
and should not be viewed in isolation or considered as substitutes
for measures reported in accordance with New Zealand equivalents
to International Financial Reporting Standards (NZ IFRS). These
measures have not been independently audited or reviewed.
18
($15.7m)
Net loss before tax
Business results
Revenue increased 48% to $68.8 million primarily due to continued growth in Booking.com for Business and an
ongoing business travel recovery. Total Income for the year to 31 March 2024 increased 48% to $71.2 million.
Operating costs increased by 8% to $89.7 million driven, by higher amortisation, with the intangible assets useful lives
reducing from five to three years in FY22, along with a reduction in capitalisation and increased Third party costs as
transaction volumes increased. Serko recorded a net loss result after tax of $15.9 million, an improvement of
48% against the prior year net loss after tax of $30.5 million.
The Group recognised $2.4 million in other income (primarily grants), an increase of $0.9 million, or 58%, from the prior
year. Other income primarily comprised of the research and development tax credit (RDTI). Grant income in relation
to RDTI of $1.9 million was claimed in FY24, while a portion was treated as deferred income as the costs to which the
grants related had been capitalised. This deferred income will be recognised in future years over the useful lives of the
related assets.
Foreign exchange losses of $1.1 million resulted in an adverse variance of $2.8 million compared to the prior year,
this was due to a weaker average New Zealand dollar against both the Euro and United States dollar. Net finance
income increased 52% to $3.9 million primarily reflecting increased interest earned on short-term investments.
Year ended 31 March20242023Change%
($000)($000)($000)
Revenue68,76146,49222,26948%
Other income2,4241,53389158%
Total Income71,18548,02523,16048%
Operating expenses(89,735)(82,819)(6,916)(8%)
Percentage of revenue(131%)(178%)
Foreign exchange gains/(losses)(1,084)1,737(2,821)(162%)
Net finance (expense)/income3,9482,5961,35252%
Net (loss) before tax(15,686)(30,461)14,775(49%)
Percentage of revenue(23%)(66%)
Income tax expense(193)(79)(114)(144%)
Net (loss) after tax(15,879)(30,540)14,66148%
Percentage of revenue(23%)(66%)
19
ManagEMEnt COMMEntary
Growth in Total Income declined in the second half of the financial year impacted by lower unmanaged Completed
room nights, a lower seasonal average revenue per completed room night and seasonally lower ANZ Managed Travel
revenue. Total Spend in the second half of FY24 declined 1% relative to both the first half of FY24 and the second half
of FY23, reflecting a reduction in Capitalisation that has offset increases in Third party direct costs as transactional
volumes increase. Across FY24 we have seen a 48% growth in Total Income over FY23, while holding Total Spend
growth at 1%, significantly improving Serko’s overall financial performance.
Total Spend is a non-GAAP measure, which Serko uses internally to measure spend before the impacts of
capitalisation and amortisation. In software businesses, the nature of the projects being worked on can result
in significant differences in the proportion of product design and delivery costs capitalised. We consider that
Total Spend is a more useful measure of the cost base of the business as it removes the volatility that can
occur as a result of capitalisation decisions.
Total Spend Total Income
1H222H221H231H242H232H24
$0m
$10m
$20m
$30m
$40m
$50m
$9.5m
$9.4m
$19.4m
$28.6m
$42.2m$42.2m
$41.7m
$41.1m
$33.9m
$28.4m
$34.8m
$36.3m
20
EBITDAF
($1.6m)
EBITDAF Loss
EBITDAF is a non-GAAP measure representing Earnings Before the deduction of costs relating to Interest, Taxation,
Depreciation, Amortisation, Foreign Currency (Gains)/Losses and Fair value remeasurement.
EBITDAF improved by $20.2 million from a loss of $21.8 million to a loss of $1.6 million reflecting strong growth in
Total Income partially offset by increased expenditure.
Depreciation and amortisation increased by $3.9 million over the prior year primarily reflecting an increase in the
average balance of computer software assets over the prior year. Depreciation includes right-of-use assets (leased
premises) under IFRS-16 (Leases) of $1.1 million in FY24 (FY23 $1.1 million).
Year ended 31 March20242023Change%
($000)($000)($000)
Net (loss) after tax(15,879)(30,540)14,66148%
Deduct: net finance (expense)/income(3,948)(2,596)(1,352)(52%)
Add back: income tax19379114144%
Add back: depreciation and amortisation 16,97313,0403,93330%
Add back: net foreign exchange (gains)/losses1,084(1,737)2,821162%
EBITDAF (loss)(1,577)(21,754)20,17793%
Percentage of revenue(2%)(47%)
21
ManagEMEnt COMMEntary
Revenue and other income (Total Income)
$71.2m
Total Income
Travel-related revenue includes travel platform booking revenue and supplier commissions revenue.
Total income includes revenue from customers and other income such as grants but excludes finance income.
Total Income increased by 48% to $71.2 million from $48.0 million in FY23.
Travel platform booking revenue increased by 18% to $19.2 million. Expense platform revenue increased
by $0.3 million.
Supplier commissions revenue increased by 84% to $42.9 million reflecting growth in revenue from Booking.com
for Business. Supplier commissions revenue is recognised net of consideration payable to customers of $2.0 million
(2023: $1.8 million).
Services revenue decreased by 36% to $1.0 million, while other revenues were flat at $0.3 million.
Total travel bookings by volume increased 23% over the prior year. Total travel bookings during FY24 were
5.9 million. Total travel bookings include 1.0 million offline bookings (system automated bookings) that do not
contribute significantly to revenue or are bundled into the Online Booking rate. Online Bookings for the year
increased 19% to 4.9 million.
Average Revenue Per Booking (ARPB) for travel-related revenue (travel platform and supplier commissions)
increased during the year by 33% to $12.71 from $9.56, driven by a higher Average Revenue per Completed Room
Night (ARPCRN) and the increased proportion of Booking.com for Business bookings.
Year ended 31 March20242023Change%
($000)($000)($000)
Revenue – transaction and usage fees:
Travel platform booking revenue19,21516,2832,93218%
Expense platform revenue5,2914,9603317%
Supplier commissions revenue42,93023,36319,56784%
Services revenue1,0001,555(555)(36%)
Other revenue325331(6)(2%)
Other income2,4241,53389158%
Total Income71,18548,02523,16048%
Total travel bookings (000)5,9204,8041,11623%
Online bookings (000)4,9164,14677019%
ARPB (travel-related revenue only/online bookings)$12.71 $9.56 $3.15 33%
Average Revenue per Completed Room Night (ARPCRN)€9.75€9.34€0.414%
22
Revenue increased by 166% relative to FY20, the last year unaffected by Covid-19.
Long-term revenue trends
Booking volumes
1
1 Booking volumes are total volumes and include Offline Bookings, which can be either bundled into a price per Online Booking or at an additional price,
as these are primarily automated bookings but processed through the booking tool.
Other bookings
Online bookings
FY13FY14FY15FY17FY18FY19FY20FY21FY22FY23FY24
$0m
$10m
$20m
$30m
$40m
$50m
$60m
$70m
FY16
Covid-19
impact
Services
Supplier commissions
& other
Expense platform
Travel platform
Other bookings
Online bookings
FY13FY14FY15FY16FY17FY18FY19FY20FY21FY22FY23FY24
1m
2m
3m
4m
5m
6m
Covid-19
impact
23
ManagEMEnt COMMEntary
Recent revenue trends
Total Income grew strongly in FY24, with an increase in Total Income of $23.2 million (+48%) and $6.3 million
growth (+22%) in the second half of FY24, compared with the same half in FY23. Completed Room Nights for
Booking.com for Business increased by 1.0 million (+65%) over FY23 with Active Customers growing to 172k in FY24
from 157k at the end of FY23. Total Income in the second half of FY24 was impacted by lower unmanaged Completed
Room Nights, a lower seasonal Average Revenue per Completed Room Night in Booking.com for Business bookings
and seasonally lower ANZ Managed Travel revenue.
Total Income ($m)
1H22
$9.5m
2H22
$9.4m
1H231H24
$19.4m
$36.3m
2H232H24
$28.6m
$34.8m
Total Online Bookings
1H22
1.1m
2H22
1.0m
1H231H24
2.0m
2.5m
2H232H24
2.2m
2.4m
24
Unmanaged revenue
Unmanaged revenue relates to Booking.com for Business and primarily comprises Supplier commissions revenue
from hotel bookings. The ARPCRN is impacted by the price of the hotel room and the commission rate for that hotel.
Revenue is recognised on the date the hotel stay is completed. Bookings can be for multiple rooms and Serko does
not receive revenue in relation to bookings that are subsequently cancelled. Serko therefore focuses on Completed
Room Nights (CRN) and Average Revenue per Completed Room Night (ARPCRN) as key metrics, unlike in Managed
where bookings and ARPB are the key metrics. Completed Room Nights are higher than the number of bookings so
that ARPB is higher than the ARPCRN.
For unmanaged revenue, Online Bookings and Completed Room Nights do not include Global Distribution System
(GDS) bookings, which are non-revenue generating for Serko.
Completed
Room Nights
(CRN)
Average Revenue
per Completed
Room Night
(ARPCRN)
Active
Customers
1H222H221H231H242H232H24
0.2m
0.5m
1.1m
1.3m
1.2m
0.1m
€6.61
€7.04
€10.10
€10.09
€9.03
€9.38
1H222H221H231H242H232H24
28k
64k
109k
157k
176k
172k
1H222H221H231H242H232H24
25
ManagEMEnt COMMEntary
Managed revenue
Travel volumes in Australia and New Zealand continued to recover throughout the 2024 financial year, with
Online Bookings growing 13% on FY23. Over the year total bookings in Australasia were 95% of 2019 levels,
the last pre-pandemic calendar year. New Zealand was at 123% of 2019 levels, reflecting the onboarding of a major
New Zealand Travel Management Company (TMC) during 2019. Australia was at 91% of 2019 levels up from
82% last year, reflecting business travel recovery and market share gains. March volumes were weaker in 2024,
with Easter coming earlier reducing the month’s bookings, while the remaining second half volumes had the same
seasonal variation as the prior year.
Australasia Online Bookings
1.1m
0.9m
1.7m
1.7m
2.0m1.9m
Australasia ARPB
1H222H221H231H242H232H241H222H221H231H242H232H24
$4.91
$5.11
$5.06
$4.87
$5.02
$5.33
26
Revenue by geography
Serko earned 30% (FY23: 39%) of revenue from Australia and 4% (FY23: 5%) from New Zealand sources,
with New Zealand-sourced income up 20% and Australia-sourced income up 13% over the prior year.
North America revenue decreased by 1% and declined as a proportion of total revenue (FY24: 4% FY23: 6%)
due to the growth in other regions.
Europe and Other revenue increased by 85% to $42.2 million driven by continued growth in revenue from
the Booking.com for Business partnership.
Year ended 31 March20242023Change%
($000)($000)($000)
Australia20,56418,1302,43413%
New Zealand2,9812,48050120%
North America2,9803,015(35)(1%)
Europe and Other42,23622,86719,36985%
Total Revenue68,76146,49222,26948%
27
ManagEMEnt COMMEntary
Business travellers managed
by a TMC make a booking
via Serko platforms
Booking and other fees
Serko provides technology platforms, including Zeno, that are used by Enterprise customers, Travel Management
Companies (TMCs) and Booking.com to provide a seamless process of booking and managing travel for the world’s
business travellers. The Zeno platform also offers travel and entertainment expense management services for simple
financial control. Serko receives a combination of transaction fees and commissions for the use of the Zeno platform.
How Serko makes money
Business traveller
submits receipts using
Serko platforms
Monthly user fee
Business traveller books
a hotel, car or taxi
via Serko platforms
Supplier commissions
1 Serko does not earn any supplier commission on Sabre/CWT bookings (currently low volume).
2 The basis of charging can vary depending on the contractual terms with the customer, which may specify time and materials, capped or fixed pricing.
Supplier Commissions
Revenue
Travel Platform
Booking Revenue
Expense Platform
Booking Revenue
Services and Other
Revenue & Income
Business travellers
book a hotel, flight,
car or taxi via Booking
for Business (B4B)
platform. Booking.com
receives commissions
from suppliers, primarily
hotels. Serko receives
a component of these
commissions where
revenue is recognised at
the time the relevant stay
is completed, as bookings
that are cancelled do not
result in revenue.
1
Serko also earns
commission income on a
portion of bookings when
corporates opt to book
Serko-sourced hotel and
other traveller-related
services. Serko is paid
directly from the suppliers
of these services and it
is included in supplier
commissions.
Business travellers make
a booking via Zeno and
Serko receives revenue
from the TMC managing
the business traveller.
Travel platform revenue
is made up of transaction
fees, ancillary service fees
and contracted minimum
payments (where
applicable) and is stated
net of volume-related
rebates and discounts.
Travel platform revenue
is generally recognised
at the time a booking is
made.
The Zeno Expense
management platforms
allow registered users
of corporate customers
to process travel
and expense claims
for accounting and
reimbursement.
Expense platform
revenues are derived
from a combination of
fees for active users,
registered users and
reports processed.
Services revenue is
derived from customised
software development
undertaken on behalf of
the TMCs, and installation
services. It also includes
the fees charged to
develop connections
to third party systems
wanting to integrate
with Serko’s platforms.
2
Other revenue includes
income from Serko mobile
licence fees and other
miscellaneous revenues.
Serko also receives
research and development
tax incentives (RDTI).
28
Operating expenses
Operating expenses grew by 8% to $89.7 million but declined as a percentage of revenue from 178% to 131% with
continued revenue growth and focus on operating leverage.
Operating expense growth included growth in non-cash items, including amortisation and depreciation and a reduction
in Capitalisation. The table below shows the year on year (YoY) change in total operating expenses.
Operating expenses FY24 v FY23
FY23
Operating
expenses
Remuneration
and other
benefits
Employee
Incentive
Share
Scheme
(EISS)
Lower
Capital-
isation
3rd party
direct
costs
Amortisation
and
depreciation
Other
expenses
FY24
Operating
expenses
$65m
$95m
$90m
$85m
$80m
$75m
$70m
$1.0m
$1.0m
$2.4m
$1.8m
$3.9m
$0.9m
Operating Expenses20242023Change%
($000)($000)($000)
Total remuneration and benefits49,41749,329880%
Percentage of revenue72%106%
Third party direct costs12,20210,4451,75717%
Percentage of revenue18%22%
Other operating expenses11,14310,0051,13811%
Percentage of revenue16%22%
Total amortisation and depreciation16,97313,0403,93330%
Percentage of revenue25%28%
Total Operating Expense89,73582,8196,9168%
Percentage of revenue131%178%
$82.8m
$89.7m
29
ManagEMEnt COMMEntary
Total Spend for the year was held almost constant at $83.9 million from $83.3 million (1% increase). A reduction in
Capitalisation has offset increases in Other operating expenses and Third party direct costs as transactional volumes
increase while scaling to accommodate the revenue growth. Total Spend as a percentage of revenue has decreased
from 179% in FY23 to 122% in FY24.
Total Spend from the first half to the second half declined by 1%. Serko has been scaling the business to support
revenue growth and has largely reached the scale required to achieve its revenue targets. The majority of Serko’s
Total Spend relates to remuneration and benefits and has grown from FY22 as headcount numbers have grown,
peaking at the end of FY23 and then dropping in FY24. Serko continues to invest in new growth and cost-efficiency
initiatives but aims to fund these primarily from efficiency gains rather than new spending.
Total Spend
Total Spend20242023Change%
($000)($000)($000)
Expenses from ordinary activities89,73582,8196,9168%
Add back: capitalised development11,18713,551(2,364)(17%)
Deduct: depreciation and amortisation (16,973)(13,040)(3,933)(30%)
Total Spend83,94983,3306191%
Percentage of revenue122%179%
1H222H221H231H242H232H24
$28.4m
$33.9m
$41.1m
$42.2m$42.2m
$41.8m
30
Product design and development costs
Product design and development (PD&D) costs is a non-GAAP measure representing the internal and external costs
related to PD&D that have been included in operating costs or capitalised as computer software development during
the period. PD&D includes all activities related to the design, development and maintenance of Serko’s product but
excludes operating costs, such as Hosting expenses. PD&D expenses include employee and contractor remuneration
related to these activities.
Total PD&D costs decreased by 2% to $40.7 million as the average PD&D headcount has reduced in FY24 because of
a reduction in contractor headcount. As a percentage of revenue PD&D costs reduced by 31 percentage points to 59%.
Capitalised PD&D costs decreased by 17% to $11.2 million due to less spend on capitalisable projects.
Year ended 31 March20242023Change%
($000)($000)($000)
Total Product Design & Development40,70141,735(1,034)(2%)
Percentage of revenue59%90%
Less: capitalised product development costs(11,187)(13,551)2,36417%
Percentage of Product design & development costs27%32%
Total Product design & development costs (excluding amortisation)29,51428,1841,3305%
Percentage of revenue43%61%
Add: Amortisation of capitalised development costs15,31311,1634,15037%
Total44,82739,3475,48014%
Percentage of revenue65%85%
31
ManagEMEnt COMMEntary
Headcount and average income per headcount
By function:
Headcount has reduced from 364 at 31 March 2023 to 347 at 31 March 2024, down 5%, with the majority of the
decrease in product development and maintenance as we reduced contractor headcount.
By Region:
Headcount growth was in the Australia and China offices, while in New Zealand it decreased as the majority of the
product development and maintenance resources are based in New Zealand.
Function of headcountGeography of headcount
Administration
Sales and marketing
Customer support
Product development
and maintenance
US
Australia
China
New Zealand
Year ended 31 March20242023Change%
Product development and maintenance238261(23)(9%)
Sales and marketing2220210%
Customer support444225%
Administration434125%
Total headcount at end of year347364(17)(5%)
Average income per headcount (NZD $000)2001386245%
Year ended 31 March20242023Change%
New Zealand231250(19)(8%)
Australia1915427%
United States2327(4)(15%)
China747223%
Total headcount at end of year347364(17)(5%)
FY23
FY24
FY23
FY24
32
1H222H221H231H242H232H24
By Employment type:
Serko has reduced the number of contractors previously introduced to support key product developments as those
initiatives have completed.
After significant headcount growth in FY23 there has been a 5% reduction in overall FY24 headcount as Serko worked
to optimise its resourcing levels.
Total Headcount
Employees Contractors
Year ended 31 March20242023Change%
Permanent staff33733610%
Contractors1028(18)(64%)
Total headcount at end of year347364(17)(5%)
0
400
300
200
100
312
331
363364
345347
33
ManagEMEnt COMMEntary
Underlying cash flows
The table above reconciles Underlying Cash Flows to the Cash Flow Statement in the Financial Statements.
Underlying cash flow is cash flows adjusted for items, which are technically cash flows but do not reflect the
operating cash requirements of the business, such as net flows between cash and short-term investments and
net funds from capital raise. We have also made adjustments for payments paid in FY23 that would ordinarily have
been paid in FY22 and relate to FY22.
Cash flows from operating activities improved from a net outflow of $19.2 million to a net inflow of $4.7 million,
which is as a result of increased receipts from customers due to increased revenue.
Cash flows from investing activities includes cash outflows for property, plant and equipment and intangibles.
Capitalised development decreased in FY24, which resulted in a decrease in cash flow from investing activities
with additional outflows in cash flows from operating activities.
Financing cash flows for the year includes receipts for share options exercised by employees.
Total underlying cash burn for the year decreased from $32.6 million to $7.1 million, representing a 78% reduction
in cash burn. The underlying average monthly cash burn decreased from $2.7 million to $0.6 million, a similar 78%
decrease in average outflow per month.
Cash balances and short-term deposits decreased 8% to $80.6 million as at 31 March 2024, a $7.1 million reduction.
Underlying cash flow is a non-GAAP measure comprising cash flow excluding movements between cash and
short-term investments, cash flows related to capital raises and exceptional items from a timing perspective.
Year ended 31 March20242023Change%
($000)($000)($000)
Adjusted cash flows from operating activities4,732(19,156)23,888125%
Adjusted cash flows from investing activities(11,425)(14,014)2,58918%
Adjusted cash flows from financing activities- 21(21)-
Net foreign exchange differences(412)529(941)(178%)
Underlying cash flow(7,105)(32,620)25,51578%
Average monthly underlying cash burn(592)(2,718)2,12678%
Cash, cash equivalents and short-term deposits at beginning of year87,744124,513(36,769)(30%)
Add back adjustments:
One-off payment relating to 2022 made in 2023-(4,149)4,149-
Reported cash, cash equivalents and short-term deposits at end of year80,63987,744(7,105)(8%)
34
Looking across the last six halves underlying cash flows peaked at $22.1 million in the six months to 31 March 2022
($3.7 million average monthly cash burn) and have declined to $3.7 million in the second half of FY24 ($0.6 million
average monthly cash burn) reflecting strong operating leverage as revenue has grown.
Underlying average
monthly cash burn
Underlying cash flow
Serko’s balance sheet remains strong with cash and short-term investments of $80.6 million and no debt. Intangibles
have dropped in FY24 relative to FY23, with lower levels of capitalised product development alongside continued
amortisation of the existing value of Intangible assets.
Statement of Financial Position
Balance Sheet20242023Change%
($000)($000)($000)
Cash and Short-term Deposits80,63987,744(7,105)(8%)
Other Current Assets14,78213,8359477%
Intangibles31,09935,041(3,942)(11%)
Other Non-current Assets3,6204,296(676)(16%)
Total Assets130,140140,916(10,776)(8%)
Current Liabilities13,33412,2421,0929%
Non-current Liabilities1,0802,744(1,664)(61%)
Equity115,726125,930(10,204)(8%)
Total Liabilities and Equity130,140140,916(10,776)(8%)
1H222H221H231H242H232H24
1H222H221H231H242H232H24
$2.9m
$3.7m
$3.6m
$1.8m
$0.6m$0.6m
-$17.6m
-$22.1m
-$21.6m
-$11.0m
-$3.7m
-$3.4m
35
ManagEMEnt COMMEntary
Financial
Statements
For the year ending 31 March 2024
Consolidated statement of comprehensive income38
Consolidated statement of changes in equity39
Consolidated statement of financial position40
Consolidated statement of cash flows41
Notes to the financial statements42
Independent auditor’s report70
36
The directors of Serko Limited are pleased to present the financial statements
for Serko Limited and its subsidiaries (the Group) for the year ended 31 March 2024
to shareholders.
The directors are responsible for presenting financial statements in accordance with
New Zealand law and generally accepted accounting practice, which fairly present the
financial position of the Group as at 31 March 2024 and the results of its operations
and cash flows for the year ended on that date.
The directors consider the financial statements of the Group have been prepared using
accounting policies that have been consistently applied and supported by reasonable
judgements and estimates and that all relevant financial reporting and accounting
standards have been followed.
The directors believe that proper accounting records have been kept that enable,
with reasonable accuracy, the determination of the financial position of the Group
and facilitate compliance of the financial statements with the Companies Act 1993,
NZX Listing Rules, Financial Reporting Act 2013 and the Financial Markets Conduct
Act 2013.
The directors consider they have taken adequate steps to safeguard the assets
of the Group and to prevent and detect fraud and other irregularities. Internal control
procedures are also considered to be sufficient to provide a reasonable assurance
as to the integrity and reliability of the financial statements.
The financial statements are signed on behalf of the Board of Directors
on 28 May 2024 by:
Jan Dawson
Chair of Audit, Risk and Sustainability Committee
Claudia Batten
Chair
37
FinanCiaL StatEMEntS
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2024
The accompanying notes form part of these financial statements.
Notes31 Mar 202431 Mar 2023
$ (000)$ (000)
Revenue468,761 46,492
Other income42,424 1,533
Total income 71,185 48,025
Remuneration and benefits (49,417) (49,329)
Other operating expenses (23,345) (20,450)
Amortisation and depreciation (16,973) (13,040)
Expenses from ordinary activities5(89,735) (82,819)
Loss before finance items (18,550) (34,794)
Foreign exchange gains/(losses) – net (1,084) 1,737
Finance income54,167 2,878
Finance expenses5(219) (282)
Loss before income tax (15,686) (30,461)
Income tax expense6(193) (79)
Net loss (15,879) (30,540)
Movement in foreign currency translation reserve 627 (440)
Total comprehensive loss for the period (15,252) (30,980)
Earnings per share
Basic and diluted earnings/(loss) per share (dollars)16(0.13) (0.26)
38
Consolidated Statement of Changes in Equity
For the year ended 31 March 2024
The accompanying notes form part of these financial statements.
* Items in other comprehensive income/(loss) may be reclassified to the income statement and are shown net of tax.
Notes
Share
capital
Share-based
payment
reserve
Foreign
currency
translation
reserve
Accumulated
lossesTotal
$ (000)$ (000)$ (000)$ (000)$ (000)
Balance as at 1 April 2023 237,976 10,637 (676) (122,007)125,930
Net loss for the year ---(15,879)(15,879)
Other comprehensive income/(loss)* --627-627
Total comprehensive loss for the year --627(15,879)(15,252)
Transactions with owners
Equity-settled share-based payments 6,570(1,545)-235,048
Balance as at 31 March 202415244,5469,092(49)(137,863)115,726
Balance as at 1 April 2022 235,101 7,483 (236) (91,467)150,881
Net loss for the year - - - (30,540) (30,540)
Other comprehensive income/(loss)* - - (440) - (440)
Total comprehensive loss for the year - - (440) (30,540) (30,980)
Transactions with owners
Equity-settled share-based payments 2,875 3,154 - - 6,029
Balance as at 31 March 202315237,976 10,637 (676) (122,007)125,930
39
FinanCiaL StatEMEntS
Jan Dawson
Chair of Audit, Risk and Sustainability Committee
Claudia Batten
Chair
Consolidated Statement of Financial Position
As at 31 March 2024
For and on behalf of the Board of Directors, who authorise these financial statements for issue on 28 May 2024
The accompanying notes form part of these financial statements.
Notes31 Mar 202431 Mar 2023
$ (000)$ (000)
Current assets
Cash at bank 714,13915,244
Short-term deposits766,50072,500
Trade and other receivables814,63713,691
Derivative financial instruments9145144
Total current assets95,421101,579
Non-current assets
Property, plant and equipment102,5003,946
Intangible assets 1131,09935,041
Deferred tax asset61,120350
Total non-current assets34,71939,337
Total assets130,140140,916
Current liabilities
Trade and other payables129,7349,862
Deferred income141,4891,204
Lease liabilities131,0351,093
Derivative financial instruments9421-
Income tax payable65583
Total current liabilities13,33412,242
Non-current liabilities
Deferred income14132727
Lease liabilities139482,017
Total non-current liabilities1,0802,744
Total liabilities14,41414,986
Equity
Share capital15244,546237,976
Share-based payment reserve179,09210,637
Foreign currency translation reserve(49) (676)
Accumulated losses(137,863) (122,007)
Total equity115,726125,930
Total equity and liabilities130,140140,916
40
Consolidated Statement of Cash Flows
As at 31 March 2024
The accompanying notes form part of these financial statements.
Notes31 Mar 202431 Mar 2023
$ (000)$ (000)
Cash flows from operating activities
Receipts from customers69,101 43,102
Interest received4,339 2,170
Receipts from government grants1,663 1,629
Taxation paid(391) (393)
Payments to suppliers and employees(70,946) (70,812)
Interest payments on lease liabilities(169) (223)
Net GST refunded2,298 2,201
Net cash flows (used in)/from operating activities19 5,895 (22,326)
Cash flows from investing activities
Purchase of property, plant and equipment(232) (463)
Capitalised development costs and other intangible assets(11,193) (13,551)
Investment in term deposits(85,000)(117,500)
Proceeds from matured term deposits91,000135,000
Net cash flows (used in)/from investing activities(5,425)3,486
Cash flows from financing activities
Issue of ordinary shares- 21
Payment of lease liabilities(1,163) (951)
Net repayment of loans- (28)
Net cash flows (used in)/from financing activities(1,163) (958)
Net decrease in total cash(693) (19,798)
Net foreign exchange difference(412) 529
Cash and cash equivalents at beginning of period15,244 34,513
Cash and cash equivalents at the end of the period14,13915,244
Cash and cash equivalents comprises the following:
Cash at bank and on hand714,139 15,244
14,139 15,244
41
FinanCiaL StatEMEntS
Notes to the Financial Statements
For the year ended 31 March 2024
1. CORPORATE INFORMATION
The financial statements of Serko Limited
(Company or Serko) and subsidiaries (the Group)
were authorised for issue in accordance with a
Board resolution.
The Company is a limited liability company domiciled
and incorporated in New Zealand under the Companies
Act 1993 and is listed on the New Zealand Stock
Exchange (NZX) and the Australian Securities Exchange
(ASX) as an ASX Foreign Exempt Listing. The Company
is a for-profit entity and is required to be treated as
an FMC reporting entity under the Financial Markets
Conduct Act 2013.
Its registered office is at Unit 14d, 125 The Strand,
Parnell, Auckland, New Zealand.
The Group provides online business travel booking
software solutions and is headquartered in Auckland,
New Zealand.
2. BASIS OF ACCOUNTING
The principal accounting policies applied in the
preparation of these consolidated financial statements
are set out in the respective notes and in this note.
These policies have been consistently applied to all
the years presented, unless otherwise stated.
a) Basis of preparation
The financial statements have been prepared in
accordance with Generally Accepted Accounting
Practice in New Zealand (NZ GAAP) and the
requirements of the Financial Markets Conduct Act
2013. The financial statements comply with New
Zealand equivalents to IFRS Accounting Standards
and IFRS Accounting Standards, as appropriate for
profit-oriented entities with public accountability.
Other than where described below, or in the notes,
the consolidated financial statements have been
prepared using the historical cost convention.
The financial statements are presented in New Zealand
dollars (NZD) and all values are rounded to the nearest
thousand dollars unless stated otherwise.
b) Going concern
The Board has considered the ability of the Group to
continue to operate as a going concern for at least the
next 12 months from the date the financial statements
are authorised for issue. It is the conclusion of the
Board that the Group will continue to operate as a going
concern and the consolidated financial statements
have been prepared on that basis. In reaching their
conclusion the Board has considered the following
factors:
• Cash reserves (Cash at bank and Short-term
deposits) at 31 March 2024 of $80.6 million provides
a sufficient level of headroom to support the business
for at least the next 12 months; and
• Average monthly cash burn for the year was
$0.6 million.
c) Basis of consolidation
The Group consolidated financial statements
incorporate the financial statements of the Company
and entities controlled by the Company. Control is
achieved when the Company:
• Has power over the investee;
• Is exposed, or has the rights, to variable returns from
its involvement with the investee; and
• Has the ability to use its power to affect its returns.
Subsidiaries are consolidated from the date the
Company obtains control. They are de-consolidated
from the date that control is lost. The acquisition
method of accounting is used to account for the
acquisition of subsidiaries by the Group. The
consideration transferred for an acquisition is measured
as the fair value of the assets transferred by the Group,
equity instruments issued, and liabilities incurred or
assumed, by the Group at the date of exchange.
42
Costs directly attributable to the acquisition are
recognised in the income statement. At the acquisition
date the identifiable assets acquired and the liabilities
assumed are recognised at their fair value.
A change in the ownership interest of a subsidiary,
without a cease of control, is accounted for as an equity
transaction. If the Group ceases control over
a subsidiary, it:
• Derecognises the assets (including goodwill) and
liabilities of the subsidiary;
• Derecognises the carrying amount of any
noncontrolling interests;
• Derecognises the cumulative translation difference
recorded in equity;
• Recognises the fair value of the consideration
received;
• Recognises the fair value of any investment retained;
• Recognises any surplus or deficit in profit or loss; and
• Reclassifies the parent’s share of components
previously recognised in other comprehensive income
to profit or loss or retained earnings, as appropriate,
as would be required if the Group had directly
disposed of the related assets or liabilities.
Intra-Group transactions, balances and unrealised gains
and losses on transactions between Group companies
are eliminated. Accounting policies of subsidiaries are
consistent with the policies adopted by the Group.
d) Foreign currency translation
i) Functional and presentation currency
Items included in these consolidated financial
statements of each of the Group’s entities are
measured using the currency of the primary economic
environment in which the entity operates (the functional
currency). These financial statements are presented in
New Zealand dollars, which is the Group’s presentation
currency and the parent’s functional currency.
Key factors supporting the determination that
New Zealand dollars are the Company’s functional
currency are:
• Serko is NZX listed and has raised capital in
New Zealand dollars;
• Serko generates revenue in multiple currencies; and
• New Zealand dollars are the primary currency for
labour, operating cost and capital expenditure.
ii) Transactions and balances
Transactions in foreign currencies are initially recorded
in the functional currency by applying the exchange
rates ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies
are retranslated at the rate of exchange ruling at
balance date.
Non-monetary items measured in terms of historical
cost in a foreign currency are translated using the
exchange rate as at the date of the initial transaction.
Non-monetary items measured at fair value in a
foreign currency are translated using the exchange
rates at the date when the fair value was determined.
Foreign exchange gains and losses resulting from
the settlement of such transactions, and from the
translation at year end of exchange rates for monetary
assets and liabilities denominated in foreign currencies,
are recognised in the profit and loss.
iii) Foreign currency translation reserve
(FCTR)
Serko translates the results of its foreign operations
from their functional currencies to the presentation
currency using the closing exchange rate at balance
date for assets and liabilities and the average monthly
exchange rates for income and expenses. The
difference arising from the translation of the statement
of financial position at the closing rates and the
statement of comprehensive income at the average
rates is recognised in other comprehensive income and
accumulated within the foreign currency translation
reserve within the statement of changes in equity.
43
nOtES tO FinanCiaL StatEMEntS
e) Sales tax
The Consolidated Statement of Comprehensive Income
and the Consolidated Statement of Cash Flows have
been prepared so that all components are stated
exclusive of sales tax, except where sales tax is not
recoverable. All items in the Consolidated Statement
of Financial Position are stated net of sales tax except
for trade receivables and trade payables, which include
sales tax payable/receivable. Sales tax includes Goods
and Services Tax.
f) Application of new and revised standards,
amendments and interpretations
IFRS 18 Presentation and Disclosure in Financial
Statements (IFRS 18) was issued in April 2024 as
replacement for IAS 1 Presentation of Financial
Statements (IAS 1). The Group is currently assessing
the impact of IFRS 18 and will disclose a more detailed
assessment in the future.
The Group has considered all NZ IFRS standards,
interpretations and amendments that have been
issued, but are not yet effective, and aside from the
aforementioned IFRS 18, concluded that there are none
which would materially impact the Group. The Group
has not adopted, and currently does not anticipate
adopting, any standards that are mandatory in future
periods, prior to their effective date.
g) Comparatives
Certain comparative amounts have been reclassified
to conform to the current year’s presentation.
3. SIGNIFICANT ACCOUNTING ESTIMATES
AND JUDGEMENTS
The preparation of the Group’s consolidated financial
statements requires the Group to make judgements,
estimates and assumptions that affect the reported
amounts of revenues, expenses, assets and liabilities
and the accompanying disclosures.
The significant judgements, estimates, and
assumptions made by management in the preparation
of these financial statements are outlined within the
financial statement notes to which they relate.
A summary of these judgements is as follows:
• Capitalised development costs (note 11)
• Impairment of intangible assets (note 11)
• Revenue (note 4)
4. REVENUE AND OTHER INCOME
Revenue is recognised and measured at the fair value of
the consideration received or receivable to the extent it
is probable that the entity will collect the consideration
to which it will be entitled in exchange for the goods
or services that will be transferred to the customer.
Revenue is disclosed net of credit notes, rebates and
discounts.
a) Revenue from transaction and usage fees
Revenue from transaction and usage fees include travel
platform booking revenue, expense platform revenue
and supplier commission revenue.
Revenue from travel platform bookings is recorded at
the time the travel bookings are processed through
Serko’s platforms. The revenue generated is derived
from numerous customer contracts that feature diverse
pricing structures including transactional and usage
fees with varying triggers for recognising revenue.
Some contracts have fixed minimum booking volume
arrangements. These commitments typically cover the
duration of the agreement and extend across multiple
financial reporting periods, and revenue is recognised
over the period of volume commitment. Serko records
revenue from its portfolio of contracts with reference to
actual transactions, forecast transactions and minimum
contracted commitments. Management exercises
judgement to estimate future transaction volumes in
order to determine projected revenue and accrue or
defer revenue accordingly. For contracts without fixed
consideration, we have applied the ‘as invoiced’ basis
of recognition.
Expense platform revenue is earned over a month,
however we have applied the practical expedient by
recognising revenue at a point in time. Revenue is
recognised on an active user basis at the end of
each month.
Supplier commission revenue, predominantly from
hotel bookings, is recognised when the performance
obligation is fulfilled, which is when the reservation
has been completed (completed stay). Management
exercises judgement to estimate the amount of accrued
commissions due at reporting date due to the timing of
commissions received from partners.
b) Revenue from services
Revenue from services is generated from installation or
other chargeable work orders and is recognised upon
completion of the contract or services.
44
4. REVENUE AND OTHER INCOME (continued)
c) Contract assets
Contract assets primarily relate to accrued supplier commissions revenue (refer note 8).
The contract asset is reclassified to trade receivables at the point at which it is invoiced to the customer. Contract
modifications arising from changes in pricing minimum guaranteed volumes are assessed on an individual basis and
are accounted for prospectively, rather than adjusting the revenue for already satisfied performance obligations.
d) Contract liabilities
If payments received exceed the revenue recognised to date, a contract liability is recognised for the difference
(refer note 14).
Notes20242023
$ (000)$ (000)
Revenue – transaction and usage fees:
Travel platform booking revenue 19,21516,283
Expense platform revenue 5,2914,960
Supplier commissions revenue 42,93023,363
Services revenue 1,0001,555
Other revenue 325331
Total revenue 68,76146,492
Government grants142,4121,533
Other 12-
Total other income 2,4241,533
Total revenue and other income 71,18548,025
20242023
$ (000)$ (000)
Geographic information
Australia 20,56418,130
New Zealand 2,9812,480
US 2,9803,015
Europe and Other 42,23622,867
Total revenue 68,76146,492
45
nOtES tO FinanCiaL StatEMEntS
4. REVENUE AND OTHER INCOME (continued)
The Board and Executive Team monitor the results of the Group’s operations as a whole for the purpose of making
decisions about resource allocation and performance assessment and therefore the Board has determined the Group
is a single reportable operating segment. For the year ended 31 March 2024 Serko had two customers (2023: two)
that contributed more than 10% of the revenue for the Group. These customers accounted for $52.2 million of the
revenue for the year ended 31 March 2024 (2023: $33.3 million).
Serko reduces supplier commissions revenue by the amount of consideration payable to customers relating to jointly
agreed marketing fees. For the year ended 31 March 2024, consideration payable to customers was $2.0 million
(2023: $1.8 million).
5. EXPENSES
20242023
$ (000)$ (000)
Loss before finance and taxation includes the following expenses:
Employee remuneration41,63340,924
Contributions to pension plans2,1481,759
Share-based payment expenses5,0486,008
Other remuneration and benefits588638
Total remuneration and benefits49,41749,329
Hosting expenses7,7966,638
Third party connection costs2,2571,889
Other platform related costs2,1491,918
Auditor remuneration and other assurance fees290268
Directors’ fees465447
Directors’ fees - subsidiaries1818
Movement of expected credit loss allowance on receivables(601)28
Bad debts written off64713
Rental and operating lease expenses117134
Professional fees2,3001,627
Computer licences1,7361,540
Insurance costs1,288986
Marketing expenses1,3921,610
Recruitment fees370567
Donations2411
Travel and entertainment1,3721,128
Other expenses1,7251,628
Total other operating expenses23,34520,450
Amortisation15,31311,163
Depreciation1,6601,877
Total amortisation and depreciation16,97313,040
Expenses from ordinary activities89,73582,819
46
5. EXPENSES (continued)
* Other assurance services relate to the Greenhouse Gas Emissions Inventory limited assurance engagement in the current and prior year.
20242023
$ (000)$ (000)
Finance income and expenses includes:
Finance income
Interest received4,1662,877
Dividends received11
Total finance income4,1672,878
Finance expenses
Interest expense on lease liabilities(169)(223)
Other finance expenses(50)(59)
Total finance expenses(219)(282)
Total finance income and expenses3,9482,596
Auditor remuneration
20242023
$ (000)$ (000)
Amounts for services performed by Deloitte Limited:
Audit of financial statements260238
Other assurance services*3030
Total audit fees290268
47
nOtES tO FinanCiaL StatEMEntS
6. INCOME TAX
Income tax expense comprises of current and deferred tax movements.
Tax assets and liabilities for the current period are measured at the amount expected to be recovered from, or paid to,
the taxation authorities based on the current period’s taxable income. The tax rates and tax laws used to compute the
amounts are those that are enacted or substantively enacted in the jurisdictions in which the Group operates at the
reporting date. Taxation is recognised in the income statement, except when it relates to items recognised directly
in equity.
Deferred tax is recognised on all temporary differences at the balance sheet date between the tax bases of assets
and liabilities and their carrying amounts for financial reporting purposes.
Deferred tax liabilities are recognised for all taxable temporary differences except:
• Where the entity has unrecognised losses sufficient to cover the deferred income tax liability; and
• For a deferred income tax liability arising from the initial recognition of goodwill; and
• Where the deferred income tax liability arises from the initial recognition of an asset or liability in a transaction that
is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable
profit or loss, nor gives rise to equal taxable or deductible temporary differences.
Deferred tax assets are recognised for all deductible temporary differences and unused tax losses, to the extent that
it is probable that taxable profit will be available against which the deductible temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance date and reduced to the extent that it
is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset
to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year
when the asset is realised or the liability is settled, based on tax rates (and tax laws) relevant to the appropriate tax
jurisdiction, that have been enacted or substantively enacted at the balance date.
20242023
$ (000)$ (000)
Current income tax
Current income tax charge646509
Adjustments in respect of income tax317(144)
963365
Deferred income tax
Origination and reversal of temporary differences(770)(286)
Income tax expense/(benefit) reported in the statement of comprehensive income19379
48
6. INCOME TAX (continued)
The prima facie tax payable on profit before income tax is reconciled to the income tax expense as follows:
Deferred income tax at 31 March relates to the following:
20242023
$ (000)$ (000)
Accounting loss before income tax(15,686)(30,461)
At the statutory income tax rate of 28% (2023:28%) (4,392)(8,529)
Non-deductible items334,728
Adjustments in respect of income tax317(144)
Foreign taxes(124)224
Tax losses and temporary differences unrecognised4,3464,196
Effect of tax on overseas subsidiaries at different rate13(396)
Income tax (benefit)/expense19379
At effective income tax rate of:-1.2%-0.3%
*Net of lease liabilities.
20242023
Statement of
financial
position
Statement of
comprehensive
income
Statement of
financial
position
Statement of
comprehensive
income
$ (000)$ (000)$ (000)$ (000)
Deferred income tax liabilities recognised
Intangibles-19(19)65
Deferred income tax asset recognised
Intangibles and non-current assets*58858632
Employee entitlements30411818538
Provisions22443181181
Other44--
Net deferred tax asset recognised1,120770350286
Deferred income tax liabilities not recognised
Intangibles(22)(22)-22
Deferred income tax asset not recognised
Intangibles and non-current assets*-(132)13290
Provisions99948951083
Employee entitlements5451752872
Share based payments1,478(114)1,592(49)
Capital expenditure - patents-(1)1-
Deferred income tax asset not recognised3,0002372,763218
49
nOtES tO FinanCiaL StatEMEntS
6. INCOME TAX (continued)
Unrecognised tax losses carried forward include $114.2 million (2023: $98.6 million) relating to New Zealand and
$8.7 million (2023: $10.8 million) relating to foreign jurisdictions.
The New Zealand tax group has a history of tax losses which do not expire. Given the historical losses, no recognition
of New Zealand temporary or tax loss assets has occurred.
7. CASH AT BANK AND SHORT-TERM DEPOSITS
Cash and cash equivalents in the consolidated statement of financial position comprises cash at bank, and short-term
highly liquid investments with an original maturity of three months or less.
20242023
$ (000)$ (000)
Cash at bank – New Zealand dollar balances5,0066,338
Cash at bank – foreign currency balances9,1338,906
Cash and cash equivalents14,13915,244
The carrying amounts of the group’s cash at bank are denominated in the following currencies:
New Zealand dollars5,0066,338
Australian dollars1,232602
Chinese Yuan1,9801,330
US dollars5,0695,857
Euros8521,117
14,13915,244
Short-term deposits66,50072,500
Cash includes USD $1.0 million (2023: USD $1.0 million) of restricted cash in the form of a minimum bank balance
required in the US to provide same-day clearance for expense reimbursement services.
Short-term deposits of $66.5 million (2023: $72.5 million) represent term deposits used for the investment of surplus
funds. Short-term deposits are all New Zealand dollars denominated.
50
8. TRADE AND OTHER RECEIVABLES
Receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective
interest method, less provision for impairment.
Collectability of receivables is reviewed on an ongoing basis. Debts that are known to be uncollectible are written off
when identified. In accordance with NZ IFRS 9: Financial instruments, trade receivables are assessed for impairment
and an expected credit loss (ECL) provision made based on lifetime expected credit losses. The ECL model considers
various aspects of credit risk within a risk matrix, considering history of debtor write off, ageing of invoices, country,
market and product risk.
The impairment, and any subsequent movement, including recovery, is recognised in the statement of comprehensive
income.
20242023
$ (000)$ (000)
Trade receivables3,5603,289
Expected credit loss provision(174)(220)
Trade receivables (net)3,3863,069
GST receivable396545
Sundry debtors2,5602,459
Contract assets6,2345,845
Prepayments 2,0611,773
Total trade and other receivables14,63713,691
Foreign currency risk
The carrying amounts of the group’s receivables are denominated in the following currencies:
New Zealand dollars3,2912,849
Australian dollars2,3702,509
Euro6,1936,379
US dollars872383
Other2418
12,75012,138
At 31 March the aging analysis of receivables and contract assets was as follows:
20242023
Aging analysis$ (000)$ (000)
0-30 days6,7487,963
31-60 days2,8793,015
61-90 days-71
91+ days167527
9,79411,576
51
nOtES tO FinanCiaL StatEMEntS
8. RECEIVABLES (continued)
Expected credit loss – Trade receivables
Group trade receivables over 60 days were $167 thousand (2023: $598 thousand). An ECL provision of $174 thousand
(2023: $220 thousand) has been made, resulting in a movement for the period of $46 thousand (2023: $28 thousand).
Additionally, the Group recognises an allowance of individual receivables if there is objective evidence of credit
impairment or non-collectability.
Trade receivables are non-interest bearing and are generally on 30 to 60-day terms. Serko has historically low levels of
impairment on trade receivables.
Movement in the Group’s expected credit loss during the year was as follows:
20242023
$ (000)$ (000)
Balance at 1 April220192
Bad Debts written off(647)(13)
Expected credit loss provision60141
Balance at 31 March174220
9. DERIVATIVE FINANCIAL INSTRUMENTS
Derivative financial instruments
The Group uses derivatives in the form of forward exchange contracts (FECs) to reduce the risk that movements in the
exchange rate will affect the Group’s New Zealand dollar cash flows. Such derivative financial instruments are initially
recognised at fair value on the date on which a derivative contract is entered into and are subsequently remeasured at
fair value. Derivatives are carried as financial assets when the fair value is positive and as financial liabilities when the
fair value is negative.
The following table presents the Group’s foreign currency forward exchange contracts measured at fair value:
20242023
$ (000)$ (000)
Current:
Foreign currency forward exchange contracts: asset145144
Foreign currency forward exchange contracts: (liability)(421)-
Contractual amounts of forward exchange contracts outstanding were as follows:
Foreign currency forward exchange contracts: asset16,21038,806
Foreign currency forward exchange contracts: (liability)30,536-
Derivative financial instruments have been determined to be within level 2 of the fair value hierarchy. Foreign currency
forward exchange contracts have been fair valued using published market foreign exchange rates and contract
forward rates discounted at rates that reflect the credit risk of the counterparties.
52
10. PROPERTY, PLANT AND EQUIPMENT
All items of property, plant and equipment are recorded at cost less accumulated depreciation and impairment. Cost
includes expenditure that is directly attributable to the acquisition of the asset.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset.
The following estimates have been used:
• Leasehold improvements - Term of lease (16.7% - 25%)
• Furniture and fittings - 10% - 13.5%
• Computer equipment - 17.5% - 48%
• Right-of-use asset - Term of lease
* Right-of-use assets relate to premises leases.
Leasehold
improvement
Furniture &
fittings
Computer
equipment
Right-of-use
asset*Total
$ (000)$ (000)$ (000)$ (000)$ (000)
2024
Cost or valuation
Balance at 1 April 20236179522,9485,77310,290
Additions3218182-232
Lease modifications---66
Disposals(3)(77)(104)(394)(578)
Currency translation25145475
Balance at 31 March 20246488983,0405,43910,025
Depreciation
Balance at 1 April 20235435052,2863,0106,344
Depreciation expense17824771,0841,660
Disposals(1)(34)(83)(390)(508)
Currency translation22121329
Balance at 31 March 20245615552,6923,7177,525
Net carrying amount873433481,7222,500
2023
Cost or valuation
Balance at 1 April 20226098702,5745,0869,139
Additions7853711,0181,481
Disposals-(6)(28)(379)(413)
Currency translation13314883
Balance at 31 March 20236179522,9485,77310,290
Depreciation
Balance at 1 April 20224774211,6802,2424,820
Depreciation expense69866081,1141,877
Disposals-(2)(28)(379)(409)
Currency translation(3)-263356
Balance at 31 March 20235435052,2863,0106,344
Net carrying amount744476622,7633,946
53
nOtES tO FinanCiaL StatEMEntS
10. PROPERTY, PLANT AND EQUIPMENT
(continued)
a) Impairment
The carrying values of property, plant and equipment
are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be
recoverable.
If any such indication exists and where the carrying
values exceed the estimated recoverable amount, the
assets are written down to their recoverable amounts.
b) Disposal
An item of property, plant and equipment is
derecognised upon disposal or when no further
future economic benefits are expected from its use or
disposal. Any gain or loss arising on derecognition of
the asset (calculated as the difference between the
net disposal proceeds and the carrying amount of the
asset) is included in the income statement in the year
the asset is derecognised.
11. INTANGIBLES
Intangible assets consist of both internally generated
intangible assets such as capitalised expenditure
for software development, and externally generated
intangible assets such as trademarks, intellectual
property and goodwill upon acquisition.
Key judgements on the capitalisation of
development costs
An intangible asset arising from development
expenditure on an internal project is recognised
only when the Group can demonstrate the technical
feasibility of completing the intangible asset so that
it will be available for use or sale, its intention to
complete and its ability to use or sell the asset. Also
considered by management is how the asset will
generate future economic benefits, the availability of
resources to complete the development and the ability
to reliably measure the expenditure attributable to the
intangible asset during its development. Following initial
recognition of the development expenditure, the cost
model is applied requiring the asset to be carried at cost
less any accumulated amortisation and impairment
losses. Any expenditure capitalised is amortised over
the period of expected benefit from the related project.
Software assets in the current year relate to
the continued development of the Group’s
Booking.com integration with Zeno along with the
ongoing development of the existing product offerings.
The group capitalises software development costs
based on direct costs associated with the project
and a proportion of employee costs that directly
relate to the software development project. Computer
software development costs recognised as assets are
amortised over their estimated useful lives and tested
for impairment whenever there is an indication that the
intangible asset may be impaired. Intangible assets
under development and not yet completed at balance
date are recorded as work in progress.
Other expenditures that do not meet the above criteria
are recognised as expenses as they are incurred. This
includes research costs and costs associated with
maintaining internal computer software programmes.
Amortisation and impairment of
non-financial assets
Amortisation is recognised as an expense in the income
statement. The estimated useful lives are as follows:
• Goodwill and Other intangible assets (indefinite
useful life, not amortised but tested annually for
impairment);
• Intellectual property (finite, amortised on five years
straight-line basis); and
• Computer software (finite, amortised between
three and five years on a straight-line basis).
54
11. INTANGIBLES (continued)
For the purpose of impairment testing, goodwill
acquired in a business combination is, from the
acquisition date, allocated to each of the Group’s
cash-generating units expected to benefit from the
combination, irrespective of whether other assets or
liabilities of the acquiree are assigned to those units.
Goodwill is tested annually for impairment, or
immediately if events or changes in circumstances
indicate that it might be impaired and carried at cost
less accumulated impairment losses. Impairment
losses on goodwill are not subsequently reversed.
Intangible assets that are recorded as work in progress
or that have indefinite useful lives are not subject to
amortisation. These assets are tested annually for
impairment or more frequently if events or changes in
circumstances indicate that they might be impaired.
Other intangible assets are tested for impairment
whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount
by which the asset’s carrying amount exceeds its
recoverable amount. Recoverable amount is the higher
of an asset’s fair value less costs to sell, and value in
use. For the purposes of assessing impairment, assets
are grouped at the lowest levels for which there are
separately identifiable cash inflows that are largely
independent of the cash inflows from other assets
or groups of assets (cash-generating units (CGUs)).
Non-financial assets, including work in progress and
computer software, are assessed for impairment at
a Group level under one CGU.
Non-financial assets, other than goodwill that
suffered impairment, are tested for possible reversal
of the impairment whenever events or changes in
circumstances indicate that the impairment may
have reversed.
The recoverable amount of the cash-generating unit is
determined from a value-in-use calculation that uses a
discounted cash flow analysis. The key assumptions
for the value-in-use calculation are those regarding
the discount rate, growth rates and forecast financial
performance and cash flows.
Management estimates the discount rate using rates
that reflect current market assumptions of the time
value of money and risk specific to the cash-generating
unit. The growth rates are based on management’s
best estimate. Forecast revenues, direct and indirect
costs, are based on historical experience/past practices
and expectations of future changes in the markets the
Group operates in and services.
Key judgements and estimates – impairment
considerations
In undertaking an impairment review of the single CGU
the following assumptions were used in the impairment
model:
• Cash flow projections across a five-year forecast
period;
• The assumptions with the greatest impact on
impairment testing are as follows:
–The retention of and continued growth in revenues
from key customers;
–A pre tax discount rate of 14.1% (2023: 16.6%),
equivalent to a post tax weighted average cost
of capital of 11.5% (2023: 13.4%);
–The Discount factor is applied using a mid-year
convention; and
–Terminal growth rate of 3.2% (2023: 3.0%).
In assessing the sensitivity of the forecasts to
changes in assumptions, an analysis of key underlying
assumptions was performed and applied to the
weighted average scenario. This included reducing the
estimated revenue in the fifth year by 20%, reducing the
terminal growth rate by 3% and increasing the discount
rate by 2%. These reasonably possible changes in
assumptions did not result in any impairment.
55
nOtES tO FinanCiaL StatEMEntS
11. INTANGIBLES (continued)
Goodwill
Intellectual
property
Other
intangible
assets
Development
work in
progress
Computer
softwareTotal
$ (000)$ (000)$ (000)$ (000)$ (000)$ (000)
2024
Cost
Balance at 1 April 20231,5211,603784,37852,63860,218
Additions---11,193-11,193
Transfer of cost---(10,695)10,695-
Currency translation7378--197348
Balance at 31 March 20241,5941,681784,87663,53071,759
Amortisation and impairment
Balance at 1 April 2023-1,363--23,81425,177
Amortisation-24778-14,98815,313
Currency translation-71--99170
Balance at 31 March 2024-1,68178-38,90140,660
Net carrying amount1,594--4,87624,62931,099
2023
Cost
Balance at 1 April 20221,3361,409786,27536,77445,872
Additions---13,551-13,551
Transfer of cost---(15,448)15,448-
Currency translation185194--416795
Balance at 31 March 20231,5211,603784,37852,63860,218
Amortisation and impairment
Balance at 1 April 2022-928--12,88613,814
Amortisation-321--10,84211,163
Currency translation-114--86200
Balance at 31 March 2023-1,363--23,81425,177
Net carrying amount1,521240784,37828,82435,041
56
12. TRADE AND OTHER PAYABLES
Trade and other payables
Trade and other payables are carried at amortised cost and represent liabilities for goods and services provided to the
Group prior to the end of the financial year that are unpaid and arise when the Group becomes obliged to make future
payments in respect of the purchase of these goods and services.
The average credit period on trade payables is approximately 30 days.
Employee benefits
Liabilities for wages and salaries, including non-monetary benefits, long-service leave and annual leave expected to
be settled within 12 months of the reporting date, are recognised in respect of employees’ services up to the reporting
date. They are measured at the amounts expected to be paid when the liabilities are settled.
20242023
$ (000)$ (000)
Trade payables1,3502,311
Accrued expenses5,3384,644
Annual leave accrual3,0462,907
Total trade and other payables9,7349,862
Disclosed as:
Current9,7349,862
Non-current--
9,7349,862
Foreign currency risk
The carrying amounts of the group’s payables are denominated in the following currencies:
New Zealand dollars7,2597,416
Australian dollars942716
US dollars8651,133
Other668597
9,7349,862
57
nOtES tO FinanCiaL StatEMEntS
13. LEASE LIABILITIES
Recognition and measurement of Serko leasing activities
The Group leases property for fixed periods of between one and six years and some include extension options. These
extension options are usually at the discretion of the Group and are included in the measurement of the lease asset if
management concludes it is reasonably certain that the extension will be exercised.
Lease liabilities include the net present value of fixed payments less any lease incentives receivable. The lease
payments are discounted using the lessee’s incremental borrowing rate, 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.
The amortisation of the discount applied on recognition of the lease liability is recognised as interest expense in the
income statement.
Key movements relating to lease balances are presented below:
Low value and short-term leases are expensed to the income statement. These include leases on property of
$86 thousand (2023: $79 thousand) that are short term in nature.
20242023
$ (000)$ (000)
Balance at 1 April3,1102,977
Leases entered into during the period-1,073
Lease modification6-
Principal repayments(1,163)(951)
Foreign exchange adjustment3011
Closing balance1,9833,110
Classified as:
Current1,0351,093
Non-current9482,017
Closing balance1,9833,110
Maturity analysis - contractual undiscounted cash flows:
Less than 1 year1,1281,263
Greater than 1 year but less than 2 years5961,142
Greater than 2 years 4051,017
Total undiscounted lease liabilities at 31 March2,1293,422
58
Government grants are not recognised until there is a reasonable assurance that the Group will comply with the
conditions attached to them and that the grants will be received.
The Research and development tax credit is recognised as income as it is expected to be received in cash.
Government grants are recognised in the consolidated statement of comprehensive income on a systematic basis
over the periods in which the Group recognises as expenses the related costs for which the grants are intended to
compensate. As some grants relate to costs capitalised to depreciable assets, amounts are recognised as deferred
income in the consolidated statement of financial position and transferred to the income statement on a systematic
and rational basis over the useful lives of the related assets.
Income relating to grants is presented in table below:
20242023
$ (000)$ (000)
Opening deferred income1,9311,861
Covid-19 government subsidies(151)(151)
Research and development tax credit (RDTI)(608)293
Contract liabilities449(72)
Closing deferred income1,6211,931
Deferred income disclosed as:
Current1,4891,204
Non-current132727
1,6211,931
14. DEFERRED INCOME AND GOVERNMENT GRANTS
Deferred income is presented in the table below:
20242023
$ (000)$ (000)
During the year, the Group claimed the following grants:
Research and development tax credit (RDTI)1,8821,589
Other government grants17886
Total compensation2,0601,675
Income recognised
Covid-19 government subsidies151151
Research and development tax credit (RDTI)2,0831,296
Other government grants17886
Total income recognised2,4121,533
59
nOtES tO FinanCiaL StatEMEntS
15. EQUITY
Ordinary share capital is recognised at the fair value of the consideration received for the issue of new shares in the
Company. Transaction costs relating to the listing of new ordinary shares and the simultaneous sale and listing of
existing shares are allocated to those transactions on a proportional basis.
Transaction costs relating to the sale and listing of existing shares are not considered costs of an equity instrument
as no equity instrument is issued and, consequently, costs are recognised as an expense in the statement of
comprehensive income when incurred. Transaction costs relating to the issue of new share capital are recognised
directly in equity as a reduction of the share proceeds received.
During the year the Group allocated the following restricted shares to Serko employees (refer to note 17):
• In respect of the Restricted Share Plan (RSP), the Group allocated nil shares (2023: nil). Unallocated shares are
1,263,865 (2023: 1,263,865); and
• In respect of Restricted Share Units (RSU), the Group allocated 2,278,734 (2023: 1,168,329).
2024202320242023
Number of
shares
Number of
shares
$ (000)$ (000)(000)(000)
Ordinary shares
Balance at 1 April237,976235,101120,443119,921
Issue of shares pursuant to US Options plan-21-8
Issue of shares pursuant to RSU scheme6,5702,8541,403514
Share capital at 31 March244,546237,976121,846120,443
Share-based payment reserve
Balance at 1 April10,6377,483
RSUs expensed during the year5,0486,008
Shares vested to employees via RSU scheme(6,570)(2,854)
Share options expired(23)-
Share-based payment reserve at 31 March9,09210,637
60
16. EARNINGS PER SHARE (EPS)
Basic EPS amounts are calculated by dividing the profit / (loss) for the year attributable to ordinary equity holders of
the parent by the weighted average number of ordinary shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit / (loss) attributable to ordinary equity holders of the parent
by the weighted average number of ordinary shares outstanding during the year, plus the weighted average number
of shares that would be issued on conversion of all of the dilutive potential ordinary shares into ordinary shares.
Potential ordinary shares are treated as dilutive when their conversion to ordinary shares would decrease EPS or
increase the loss per share.
The following reflects the data used in the basic and diluted EPS computations:
20242023
$ (000)$ (000)
Loss attributable to ordinary equity holders of the parent
Continuing operations (15,879)(30,540)
(15,879)(30,540)
Notes20242023
NumberNumber
(000)(000)
Basic earnings per share
Issued ordinary shares15121,846120,443
Weighted average of issued ordinary shares121,616120,344
Adjusted for unallocated employee restricted share plan shares(3,014)(1,264)
Weighted average of issued ordinary shares outstanding118,602119,080
Basic and diluted earnings/(loss) per share (dollars)(0.13)(0.26)
20242023
CentsCents
Net tangible assets per security*68.7576.26
* Net tangible assets per security is a non-GAAP measure and is provided for NZX reporting purposes. Net tangible assets per security is calculated as
Total assets less Total liabilities less Intangible assets divided by the issued ordinary shares (excluding treasury shares) as at 31 March.
61
nOtES tO FinanCiaL StatEMEntS
17. SHARE-BASED PAYMENTS
Employees of the Group receive remuneration at the Board’s discretion in the form of share-based payment
transactions, where services are provided as consideration for the receipt of equity instruments.
The cost of share-based payment transactions are recognised, together with a corresponding increase in equity,
over the period in which the service conditions are fulfilled. The cumulative expense recognised for share-based
transactions at each reporting date, until the vesting date, reflects the extent to which the vesting period has expired
and the Group’s best estimate of the number of equity instruments that will ultimately vest. The expense or credit for
a period represents the movement in cumulative expenses recognised at the beginning and end of that period.
No cumulative expense is recognised for awards that do not ultimately vest except where vesting is conditional upon
a market condition.
Employee Restricted Share Plan
The employee Restricted Share Plan has been superseded by the Restricted Share Units scheme. There are no future
plans to allocate the shares held by the trustee. At year end there were 1,263,865 unallocated shares held by the
trustee (2023: 1,263,865 shares)
Employee Restricted Share Units scheme (RSUs)
Under the Restricted Share Units scheme (RSUs), ordinary shares in Serko Limited are allocated to employees at grant
date with a zero-exercise price and will be taxable to the employee in the income year when the awards vest.
Vesting conditions are based on:
• Continued employment at vesting date and/or;
• Performance hurdles, such as performance against revenue targets.
The weighted average grant date fair value of RSUs issued during the year was determined by either the volume
weighted average price (VWAP) of shares traded in the previous 20 trading days preceding the date of grant or closing
price the day before issue.
2024202420232023
Weighted average
price ($)
Number
of RSUs
Weighted average
price ($)
Number
of RSUs
Outstanding at 1 April 2,378,9951,997,222
Allocated to employees during the year2.802,278,734 4.45 1,168,329
Cancelled during the year3.61(348,428) 4.91 (271,968)
Vested during the year4.69(1,399,053) 5.55 (514,588)
Outstanding at 31 March 2,910,2482,378,995
62
17. SHARE-BASED PAYMENTS (continued)
Employee incentive share options scheme
There were no options granted during the year, as this scheme has been replaced with employees now receiving RSUs.
Options are conditional on the completion of the necessary years of service (the vesting period) as appropriate to that
tranche. The options are considered graded equity instruments that vest in tranches over two to five years from the
grant date. No options can be exercised later than five years from the grant date. There were 16 holders of options at
31 March 2024 (2023: 21).
The Group has no legal or constructive obligation to repurchase or settle the options in cash.
Movements in the number of options outstanding and their related weighted average exercise prices are as follows:
2024202420232023
Weighted
average exercise
price ($)Options
Weighted
average exercise
price ($)Options
Outstanding at 1 April94,974148,309
Cancelled during the year4.71(8,518) 3.63 (45,497)
Expired during the year2.84(23,332)--
Exercised during the year-- 2.68 (7,838)
Outstanding at 31 March63,124 94,974
Options outstanding at 31 March fall within the following ranges:
20242023
GrantedExpiry dateExercise price ($)OptionsOptions
2018-19 2023-24 2.58-3.3299224,324
2019-20 2023-24 3.95-4.4940,00040,930
2020-21 2023-254.8022,13229,720
63,12494,974
63
nOtES tO FinanCiaL StatEMEntS
b. Transactions with related parties
There were no transactions with related parties for the year other than key management personnel remuneration.
c. Key management remuneration*
* Key management personnel includes Serko’s board of directors, the Chief Executive Officer and direct reports. Share-based payments represent the
current years expense recognised in the income statement on unvested share-based payments granted that will vest in future years.
d. Terms and conditions of transactions with related parties
Other than amounts related to the remuneration of key management personnel, directors fees, and expense
reimbursement, there are no balances or commitments outstanding with key management. Outstanding balances at
year end are unsecured and settlement occurs in cash.
18. RELATED PARTIES
The Group has related party relationships with its controlled entities and with key management personnel.
a. Subsidiaries
The consolidated financial statements include the financial statements of Serko Limited its and subsidiaries as listed
in the following table:
% Equity interest% Equity interest
Entity NamePrincipal activity20242023
Serko Australia Pty LimitedSales and marketing100%100%
Serko Trustee LimitedTrustee100%100%
Serko India Private LimitedNon-trading100%100%
Serko Investments LimitedNon-trading100%100%
Foshan Sige Information Technology LimitedResearch and development services100%100%
Serko IncSales and marketing100%100%
InterplX IncExpense management100%100%
20242023
$ (000)$ (000)
Non-executive directors’ remuneration465447
Salary and other short-term benefits4,4454,251
Share-based payments2,0313,377
Total compensation6,9418,075
64
20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s principal financial instruments comprise cash at bank and on hand, short-term deposits, derivatives, trade
receivables, and trade payables.
The Group’s capital consists of share capital and retained earnings. To maintain or adjust the capital structure, the
Group may adjust amounts of dividends paid to shareholders, return capital to shareholders, issue new shares or
amend capital spending plans.
Financial assets:
Cash and cash equivalents, short term deposits, and trade receivables are initially measured at fair value plus directly
attributable transaction costs and then subsequently measured at amortised cost less any impairment.
19. RECONCILIATION OF OPERATING PROFIT TO NET CASH OUTFLOW
FROM OPERATING ACTIVITIES
20242023
$ (000)$ (000)
Net loss(15,879)(30,540)
Add non-cash items
Amortisation15,31311,163
Depreciation1,6601,877
Deferred tax loss/(gain)(770)(275)
Loss on foreign exchange transactions1,084(1,681)
Share-based compensation5,0486,008
Loss on disposal of assets59-
6,515(13,448)
Add/(less) movements in working capital items
(Increase)/decrease in receivables(754)(7,465)
Increase/(decrease) in income tax payable572(37)
Increase/(decrease) in trade and other payables(438) (1,376)
(620)(8,878)
Net cash flow used in operating activities5,895(22,326)
65
nOtES tO FinanCiaL StatEMEntS
20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
Financial liabilities:
Financial liabilities are classified as ‘other financial liabilities’. Other financial liabilities are initially measured at fair
value, net of transaction costs. Other financial liabilities are subsequently measured at amortised cost using the
effective interest method.
Financial liabilities are classified as current liabilities unless the Group has an unconditional right to defer settlement
of the liability for at least 12 months after the balance date.
The main risks arising from the Group’s financial instruments are currency, interest rate, credit and liquidity risk.
The Group uses different methods to measure and manage the different types of risks to which it is exposed.
These include monitoring levels of exposure to currency risk and assessments of market forecasts for foreign
exchange. Ageing analyses and monitoring of specific credit allowances are undertaken to manage credit risk.
Liquidity risk is monitored through the development of future rolling cash flow forecasts.
The Board reviews and agrees policies for managing each of these risks as summarised below.
a) Risk exposures and responses
i) Interest rate risk
At balance date this year and prior year, the Group did not have any financial liabilities exposed to variable interest
rate risk.
Excess funds over the forecasted requirements are invested in short-term deposits with a mixture of maturity dates.
All short-term deposits have fixed interest rates which means the Group’s exposure to movements in interest rates
is limited.
ii) Liquidity risk
Liquidity risk represents the Group’s ability to meet its financial obligations as they fall due. In terms of managing
its liquidity risk, the Group holds sufficient cash reserves to meet its obligations arising from its financial liabilities.
Surplus funds are invested in term-deposits with varying maturity dates based on forecasted cash flows to manage
liquidity risks.
The following table sets out the contractual cash flows for all non-derivative financial liabilities settled on a gross
cash flow basis:
Weighted average
effective interest
rate %
Contractual
cash flows
6 months
or less
6-12
months
1-2
years
2-5
years
More than
5 years
$ (000)$ (000)$ (000)$ (000)$ (000)$ (000)
Group - 2024
Trade and other payables0%6,6886,688----
Lease liability10%2,129496632596405-
8,8177,184632596405-
Group - 2023
Trade and other payables0%9,8629,862----
Lease liability10%3,4236166481,1421,017-
13,28510,4786481,1421,017-
66
20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
b) Currency risk
The Group has exposure to currency risk as a result of transactions denominated in foreign currencies. The risk
specifically relates to the variability of foreign exchange rates for the currencies the Group trades in and the impact
this has on the Group’s financial results. The majority of the Group’s expenditure occurred in New Zealand dollars,
however, sales to overseas customers are transacted in Euros, Australian dollars, New Zealand dollars, and US dollars.
Refer to notes 8 (trade and other receivables), 7 (cash at bank and short-term deposits) and 12 (trade and other
payables) for further details on the Group’s foreign currency denominated accounts receivable, cash and short-term
deposit balances, and accounts payable.
The following table summarises the sensitivity to foreign currency exchange rate movements. A sensitivity of +/- 10%
(2023: +/-20%) has been selected based on what management consider to be a reasonable movement in exchange
rates.
The sensitivity table below is excluding the impact of foreign exchange contracts:
Foreign currency risk
+10% -10%
Carrying
amount
Post-tax
profit
Equity
Post-tax
profit
Equity
$ (000)$ (000)$ (000)$ (000)$ (000)
2024
Foreign exchange balances
Cash at bank9,133830830(1,015)(1,015)
Trade and other receivables9,459860860(1,051)(1,051)
Trade and other payables(2,475)(225)(225)275275
Net exposure16,1171,4651,465(1,791)(1,791)
+20% -20%
Carrying
amount
Post-tax
profit
Equity
Post-tax
profit
Equity
$ (000)$ (000)$ (000)$ (000)$ (000)
2023
Foreign exchange balances
Cash at bank8,9061,0691,069(1,603)(1,603)
Trade and other receivables9,2821,1141,114(1,671)(1,671)
Trade and other payables(2,445)(293)(293)440440
Net exposure15,7431,8901,890(2,834)(2,834)
67
nOtES tO FinanCiaL StatEMEntS
20. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued)
c) Credit risk
Credit risk arises from the financial assets of the Group, which comprise cash at the bank, short-term deposits,
derivative assets, trade receivables, and contract assets. The Group’s exposure to credit risk arises from potential
default of the counterparty, with a maximum exposure equal to the carrying amount of these instruments.
Exposure at balance date is addressed in each applicable note.
The Group does not hold any credit derivatives to offset its credit exposure.
The Group monitors and manages the exposure to credit risk by ensuring customers have an appropriate credit
history. Banking arrangements (including the investment of surplus funds) are monitored to ensure all banks have
sufficient credit ratings, and exposure to any one banking partner is limited.
The Group’s other largest concentration of credit risk is with one customer, with $7.2 million receivable at
31 March 2024 (2023: $6.4 million).
At reporting date, the Group’s cash and short-term deposits were held in several banks with the following distribution:
the largest bank concentration makes up 41%, the second largest concentration is 37%, with the remaining 22% held
in other banks (2023: 34% each held with two banks and 32% in other banks). A total of 91% (2023: 92%) of cash and
short-term deposits is held by New Zealand and Australian banks with a Standard & Poors credit rating of at least
‘AA-’. The Group has no other significant concentrations of credit risk.
d) Fair value
The Board considers that the carrying amounts of financial assets and financial liabilities recognised in the
consolidated financial statements approximate their fair value.
21. EVENTS AFTER BALANCE SHEET DATE
On 30 April 2024, Serko renewed the partnership with Booking.com for an additional five years.
Aside from the above, there were no other material events between the balance sheet date and the date these
financial statements were authorised for issue.
22. CONTINGENT LIABILITIES
There were no contingent liabilities at balance date (2023: $nil).
68
69
nOtES tO FinanCiaL StatEMEntS
Independent Auditor’s Report
To the Shareholders of Serko Limited
Opinion
Basis for opinion
Audit materiality
Key audit matters
We have audited the consolidated financial statements of Serko Limited and its subsidiaries (the
‘Group’), which comprise the consolidated statement of financial position as at 31 March 2024, and
the consolidated statement of comprehensive income, statement of changes in equity and
statement of cash flows for the year then ended, and notes to the consolidated financial statements,
including material accounting policy information.
In our opinion, the accompanying consolidated financial statements, on pages 36 to 68, present
fairly, in all material respects, the consolidated financial position of the Group as at 31 March 2024,
and its consolidated financial performance and cash flows for the year then ended in accordance
with New Zealand Equivalents to
IFRS Accounting Standards (‘NZ IFRS’) as issued by the External
Reporting Board and International Financial Reporting Standards (‘IFRS’) as issued by the
International Accounting Standards Board.
We conducted our audit in accordance with International Standards on Auditing (‘ISAs’) and
International Standards on Auditing (New Zealand) (‘ISAs (NZ)’). Our responsibilities under those
standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated
Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
We are independent of the Company in accordance with Professional and Ethical Standard 1
International Code of Ethics for Assurance Practitioners (including International Independence
Standards) (New Zealand) issued by the New Zealand Auditing and Assurance Standards Board and
the International Ethics Standards Board for Accountants’ International Code o
f Ethics for
Professional Accountants (including International Independence Standards), and we have fulfilled
our other ethical responsibilities in accordance with these requirements.
Other than in our capacity as auditor and the provision of assurance services, we have no
relationship with or interests in the Company or any of its subsidiaries, except that partners and
employees of our firm deal with the Company and its subsidiaries on normal terms within the
ordinary course of trading activities of the business of the Company and its subsidiaries.
We consider materiality primarily in terms of the magnitude of misstatement in the financial
statements of the Group that in our judgement would make it probable that the economic decisions
of a reasonably knowledgeable person would be changed or influenced (the ‘quantitative’
materiality). In addition, we also assess whether other matters that come to our attention during
the audit would in our judgement change or influence the decisions of such a person (the
‘qualitative’ materiality). We use materiality both in planning the scope of our audit work and in
evaluating the results of our work.
We determined materiality for the Group financial statements as a whole to be $1,500,000.
Key audit matters are those matters that, in our professional judgement, were of most significance
in our audit of the consolidated financial statements of the current period. These matters were
addressed in the context of our audit of the consolidated financial statements as a whole, and in
forming our opinion thereon, and we do not provide a separate opinion on these matters.
70
Key audit matter How our audit addressed the key audit matter
Revenue recognition
The Group has reported total revenue of $68.8 million, as set out in
note 4 ‘Revenue and other income’.
The recognition of revenue is a key audit matter due to the
significance of revenue to the financial statements and judgements
involved in determining the timing of revenue recognition.
Included within total revenue of $19.2 million of travel platform
booking revenue derived from multiple customer contracts that
contain different pricing schedules and varying revenue
recognition triggers. Complexity exists because customer contracts
can include transactional and usage fees (sometimes with
minimum contracted commitments), establishment and
installation fees, and chargeable work orders, which impact on the
allocation of revenue across different goods and services.
We evaluated the systems, processes and controls in place over the
major operating revenue streams.
We engaged our Information Technology specialists to test the IT
environment in which bookings occur and interfaces with the
general ledger.
We recalculated travel platform booking revenue recognised for a
sample of material customers by reconciling transactions recorded
in the relevant IT systems to the general ledger and validating
pricing inputs to invoices and signed customer contracts.
We considered the application of NZ IFRS 15: Revenue from
Contracts with Customers for new and material contracts or
significant variations to contracts entered into during the year.
We tested samples of manual journal entries recorded outside of
normal business processes by profiling for unusual revenue
impacting journals.
Capitalisation of software development including impairment
considerations
The Group capitalises costs for internally developed work in
progress and transfers those to software upon completion of the
project. In the current year the Group capitalised costs of $11.2
million and transferred $10.7 million of work in progress to
software assets, as set out in note 11 'Intangibles'. $4.9 million of
development work in progress has been recognised as at balance
date.
Capitalisation of software development
As a Software as a Service (“SaaS”) provider, the Group incurs
significant expenditure in developing and enhancing software
products.
Judgement is required to determine whether the recognition
criteria under NZ IAS 38 Intangible Assets have been met in order
to capitalise the applicable costs of development. This includes
considering whether the costs are directly attributable to the
development of an asset, and whether the Group can demonstrate
that the asset is in the development stage. This includes
demonstrating the technical feasibility of completing the intangible
asset so that it will be available for use, the Group’s intention to
complete the asset, how the asset will generate future economic
benefits, the viability of resources to complete the asset
development and the ability of the Group to reliably measure the
expenditure attributable to the intangible asset.
Impairment assessment
The Group must also assess each period whether there are any
indications that the software development assets are impaired and
must perform impairment testing on any capitalised development
costs for which there are indicators of impairment, or which relate
to software that is not yet available for use.
The recoverable amount of the Group’s cash-generating unit is
sensitive to assumptions around the retention of and continued
growth in revenue from key customers, as well as to the terminal
growth rate and discount rate applied in the discounted cash flow
model.
Capitalisation of software development
We evaluated the nature of expenditure, the stage of product
development, and how the Group distinguishes expenditure
between research, development and maintenance costs.
We assessed the Group’s processes and controls for recording time
spent on products and the allocation between research or software
development to be capitalised under NZ IAS 38.
We tested a sample of additions to evaluate whether the
recognition criteria under NZ IAS 38 have been met.
Impairment assessment
We considered existing software for technical obsolescence, by
ensuring appropriate revenues exist for those products and
assessing whether features or product enhancements previously
capitalised are still in use.
We challenged the key assumptions within the cash flow forecasts
by considering historical cashflows, our understanding of the
business strategy and other relevant external information.
We used our internal valuation specialists to assist in evaluating the
assumptions used in the Group’s discounted cash flow model,
specifically the discount rate and terminal growth rates used, to
support the carrying value of assets as at 31 March 2024.
We performed sensitivity analysis over key drivers in the Group’s
impairment model, particularly assumptions around forecast travel
bookings and volume growth for the Booking for Business platform.
71
indEPEndEnt auditOr'S rEPOrt
Key audit matter How our audit addressed the key audit matter
We have included capitalisation and impairment considerations of
software development as a key audit matter due to the level of
judgement required.
Other information
The directors are responsible on behalf of the Group for the other information. The other
information comprises the information in the Annual Report that accompanies the
consolidated financial statements and the audit report and the ESG Report.
Our opinion on the consolidated financial statements does not cover the other information and we
do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and consider whether it is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If so, we are required to report that fact. We have nothing to
report in this regard.
Directors’ re
sponsibilities for the
consolidated financial statements
The directors are responsible on behalf of the Group for the preparation and fair presentation of the
consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal control
as the directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible on behalf of the
Group for assessing the Group’s ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the Group or to cease operations, or have no realistic alternative
but to do so.
Auditor’s responsibilities for the
audit of the consolidated financial
statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of
assurance, but is not a guarantee that an audit conducted in accordance with ISAs and ISAs (NZ) will
always detect a material misstatement when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate, they could reasonably be expected
to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located on the External Reporting Board’s website at:
https://www.xrb.govt.nz/standards-fo
r-assurance-practitioners/auditors-responsibilities/audit-
report-1
This description forms part of our auditor’s report.
Restriction on use This report is made solely to the Company’s shareholders, as a body. Our audit has been undertaken
so that we might state to the Company’s shareholders those matters we are required to state to
them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the Company’s shareholders as a body, for
our audit work, for this report, or for the opinions we have formed.
Paul Seller, Partner
for Deloitte Limited
Auckland, New Zealand
28 May 2024
72
73
indEPEndEnt auditOr'S rEPOrt
74
Corporate
Governance
Statement
For the year ended 31 March 2024
This corporate governance statement has been prepared
in accordance with the NZX Listing Rules and was approved
by the Serko Board on 28 May 2024.
75
COrPOratE gOvErnanCE & diSCLOSurES
The Board and management of Serko Limited
(Company or Serko) are committed to ensuring that
Serko maintains best practice corporate governance
and adheres to high ethical standards.
The Board reviews Serko’s governance policies and
practices against the NZX Listing Rules and a number
of corporate governance recommendations, including
the Corporate Governance Code dated 1 April 2023
(NZX Code) and the Fourth Edition of the Australian
Securities Exchange (ASX) Corporate Governance
Council Principles and Recommendations.
The Board considers that Serko’s corporate governance
structures, practices and processes have followed all
of the recommendations in the NZX Code during the
financial year ended 31 March 2024 and as at the date
of this report. For the purposes of Recommendation
3.4, the Board has determined that the whole Board
will carry out the functions of a nomination committee
owing to the size of the Board.
Below, we have reported against the NZX Code dated
1 April 2023. An index setting out where each NZX Code
Principle and Recommendation is addressed is set out
on page 102.
Stock Exchange Listing
Serko is listed on the New Zealand Stock Exchange
(NZX Main Board) and on the ASX as an ASX Foreign
Exempt Listing. As an ASX Foreign Exempt Listing,
Serko needs to comply with the NZX Listing Rules
but does not need to comply with the vast majority
of the ASX Listing Rule obligations (although some
do still apply).
Serko is incorporated in New Zealand.
The Board recognises that high ethical standards and
behaviours are central to good corporate governance.
Code of Ethics
Serko’s Code of Ethics outlines how Serko people,
including its directors, employees, contractors
and advisers, are expected to conduct their
professional lives.
The Code of Ethics is not intended to cover an
exhaustive list of expectations on Serko people
but instead is designed to help inform their actions,
behaviours and decision-making processes that are
consistent with Serko’s Guiding Principles, strategic
objectives and legal and policy obligations. It covers
a range of matters, such as:
1. setting out Serko’s Guiding Principles, the details of
which are contained in our ESG Report, and requires
that Serko people ensure their behaviour, decisions
and actions are guided by these principles;
2. specific requirements such as:
a. ensuring conflicts of interest are appropriately
managed and do not interfere with Serko’s
best interests;
b. not accepting gifts or personal benefits that may
compromise or influence business decisions;
c. using Serko property and information for
legitimate and authorised purposes;
d. maintaining security and confidentiality of
information entrusted to employees in their roles;
and
e. requiring Serko people to be familiar with, and
comply with, all relevant laws and policies; and
3. highlighting mechanisms to report any potential
or actual breach of the Code of Ethics, including
via its Whistleblowing Policy.
The Code of Ethics is available to all Serko people
via the Company’s intranet and is provided to all
new employees and directors and incorporated in
onboarding training as part of an induction process.
Regular training on the Code of Ethics for existing Serko
people is incorporated into our ongoing compliance
training schedule.
IntroductionEthical Standards
76
Whistleblowing Policy
A stand-alone Whistleblowing Policy, which is overseen
and monitored by the Board, exists to support the
application of the Code of Ethics and defines the
process for raising serious wrongdoings within Serko.
It forms part of a broader ‘See Something, Say
Something’ approach Serko has recently rolled out,
designed to provide different mechanisms and
channels to raise concerns, both formal and informal.
Under the Whistleblowing Policy, employees may
choose to raise concerns with managers or members
of the Executive Team but they can also raise concerns
and report serious wrongdoings via an independent
external Whistleblower hotline. A designated email
address, accessible only by non-executive directors,
is also available for staff to confidentially raise
concerns they may have.
Other Ethical Standards and Policies
In addition, Serko also has the following ethical
standards and policies in place:
1. Anti-Bribery and Corruption Policy: Serko takes a
zero-tolerance approach to bribery and corruption and
is committed to acting professionally, fairly and with
integrity in all business dealings and relationships.
This policy sets out our responsibilities, and the
responsibilities of those working for and on our
behalf, in observing and upholding our requirements
on bribery and corruption, the giving or acceptance of
gifts and dealing with government officials.
2. Modern Slavery Policy and Statement: Serko
published our second annual Modern Slavery
Statement, setting out the steps taken and the
planned future actions to identify and address the
risks of slavery and human trafficking across our
business operations and supply chains. The risk of
modern slavery to Serko is considered low because
of our direct operations, value chain, the type of
business we operate and the regions we operate in.
3. Business Partner Code of Conduct: We have
implemented a Business Partner Code of Conduct,
which is designed to communicate Serko’s
expectations in relation to ethical and other
behaviours to our partners. We have also undertaken
significant work in the last financial year to enhance
our partner onboarding processes by implementing
due diligence screening on counterparties.
For more information about the work that is being
completed in these areas, including Serko’s Business
Partner Code of Conduct, supply chain initiatives and
partner screening, please refer to the ‘Social’ section of
our ESG Report, available at www.serko.com/investors.
Securities Trading Policy
We are committed to complying with legal and statutory
requirements to ensure that directors and employees do
not trade Serko securities while in possession of inside
information.
Serko’s Securities Trading Policy applies to all
directors, employees and contractors of Serko and its
subsidiaries. The policy seeks to ensure that those
subject to the policy do not trade in Serko securities
if they hold undisclosed price-sensitive information.
The policy sets out additional rules, including the
requirement to seek Company consent before trading
and prescribes certain black-out periods when trading
is prohibited.
Compliance with the Securities Trading Policy
is monitored through a consent process and via
notification by Serko’s share registrar when any Director
or Senior Manager trades in Serko securities. All trading
by Directors and Senior Managers (as defined by the
Financial Markets Conduct Act 2013) is required to
be reported to NZX (and ASX) and recorded in Serko’s
securities trading registers. Regular securities trading
training is provided to all Serko people, along with
targeted internal communications.
77
COrPOratE gOvErnanCE & diSCLOSurES
The Board
The Board is elected by shareholders to govern Serko in the interests of its shareholders
and to protect and enhance the value of Serko’s assets. The Board is responsible for
corporate governance and Serko’s overall strategic direction and is the overall and final
body responsible for all decision-making within Serko. The Board Charter describes the
Board’s roles and responsibilities and regulates internal Board procedure.
Our Board – Diversity, Size and Composition
The directors of Serko’s Board, as at the date of this Annual Report, are set out
on pages 14 – 15.
Serko signalled to the market in 2023 that it intended to appoint a fourth, Independent
Non-executive Director. In February 2024, Dr Sean Gourley was accordingly appointed
as an Independent Non-executive Director. Sean is a proven leader in the AI and data
commercialisation space over the past decade, having established and grown two
ground-breaking technology businesses in the US. This, together with his commercial
US experience, makes him a key asset to Serko as we scale internationally and as
data and AI becomes even more critically important to our technology and products.
Sean will stand for election at Serko’s 2024 Annual Shareholder Meeting.
78
A brief profile, including the experience of each Director, can be found on page 14 – 15 of this Annual Report.
Serko is proud to have a Māori co-founder who sits on the Board as an Executive Director, along with two female
directors including the Chair.
The Board is responsible for making recommendations relating to the Board’s size and composition, in accordance
with the limitations prescribed by the NZX Listing Rules and the provisions of Serko’s Constitution and Board Charter.
Tenure
Director ‘07
*
‘08‘09‘10‘11‘12‘13‘14‘15‘16‘17‘18‘19‘20‘21‘22‘23‘24Tenure
Darrin Grafton 17 years (co-founder)
Bob Shaw 17 years (co-founder)
Claudia Batten 10 years (since NZX Listing)
Clyde McConaghy 10 years (since NZX Listing)
Jan Dawson 3 years
Sean Gourley <1 year
*Serko was founded in 2007.
As at 31 March 2024, with the introduction of Sean Gourley in February 2024, the average tenure of non-executive
directors is almost six years and the average tenure of all directors is almost 10 years.
Board Gender Mix
All directors67%33%
non-executive directors50%50%
79
COrPOratE gOvErnanCE & diSCLOSurES
Board Skill Matrix
The Board regularly reviews its skills matrix as part of its succession planning and considers the appropriate
mix of skills required to govern Serko as its strategy evolves and Serko expands internationally.
The Board assessed the skills of its directors and reviewed the Board’s skills matrix. A summary of this matrix
is set out below.
Skill category Director capability
Travel industry knowledge
Depth of knowledge of the global travel industry and trends
Technology, data trends and security
Expertise in software and platform development, ways of working,
system architecture, emerging technologies, data and security practices
High growth companies
Experience working with high growth companies, including expanding in to
new markets and scaling products, services and processes for future growth
Marketing, sales and channel management
Experience in customer insights, sales, marketing and business
development in Serko’s core markets
Strategy
Expertise in strategy and corporate development, including through
mergers and acquisitions and strategic partnerships
Financial acumen
Qualifications or experience in corporate finance, accounting,
capital markets, credit markets and banking
Governance, sustainability and risk
Depth of experience in governance (including on public company boards),
investor engagement, sustainability and risk, including oversight of climate
risks/opportunities
Client markets (ANZ)
Depth of experience operating and governing in Australian and
New Zealand markets
Client markets (US and Europe)
Depth of experience operating and governing in other client markets,
including Europe and US
Innovation, entrepreneurship and partnership
Depth of expertise in innovation and entrepreneurship, including ability
to align vision, mission and goals
Capability
High to Very High capability Low to Medium capability
80
Board Appointments,
Training and Evaluation
Serko’s Board has determined that the whole Board
will carry out the functions of a Nominations Committee
owing to the size of the Board. When considering
candidates to act as a Director, the Board will consider
factors it deems appropriate, including the diversity
of background, experience and qualifications of the
Director. Serko undertakes appropriate ‘fit and proper’
checks before appointing a Director or putting forward
any candidate for election as a Director.
The procedure for the appointment and removal of
directors is ultimately governed by Serko’s Constitution
and the NZX Listing Rules. All directors are elected
by Serko’s shareholders (other than directors appointed
by the Board, who must retire and stand for election
at the next meeting of shareholders). Directors are
subject to the rotation requirements set out in the
NZX Listing Rules.
At the time of appointment, each new Director signs
a comprehensive letter of appointment, setting out
the terms of their appointment, including duties and
expectations in the role. Each Director receives the
Code of Ethics, and other related governance
documents, policies and procedures, and is introduced
to the business through a tailored induction programme.
All directors are regularly updated on relevant industry
and Company issues and are expected to undertake
training to remain current on how best to perform their
duties as directors of Serko.
All directors have access to senior management to
discuss issues or obtain information on specific areas
or items to be considered at Board meetings and each
Director actively utilises this access to support the
Company and its executives.
The Board and Board Committees and each Director
have the right to seek independent professional
advice, at Serko’s expense, to assist them in carrying
out their responsibilities.
Evaluation of the performance of the Board and its
Committees is regularly undertaken. A performance
review of the Board was carried out by the Chair of the
Board during FY24, with Committee reviews undertaken
in April 2024. The next Board and Committee review is
scheduled for the end of FY25.
Claudia Batten, BCom, LLB (hons)
Key Capabilities: Innovation, Governance,
Technology, International Markets
Clyde McConaghy, BBus, MBA
Key Capabilities: ANZ Markets, Financial,
Marketing and Sales Channel Management,
Governance
Bob Shaw
Key Capabilities: Innovation, Technology,
ANZ Markets, Travel Industry Knowledge
Sean gourley, Phd (Physics), MPhys
Key Capabilities: Technology, Data,
International Markets, Innovation
Darrin grafton
Key Capabilities: Entrepreneurship, Travel
Industry Knowledge, Strategy, ANZ markets
Jan Dawson, BCom
Key Capabilities: Financial, Risk,
Governance, Strategy
81
COrPOratE gOvErnanCE & diSCLOSurES
Four of Serko’s six directors (Claudia Batten (Chair),
Jan Dawson, Clyde McConaghy and Sean Gourley) are
considered by the Board to be independent directors
for the purposes of the NZX Listing Rules and against
the criteria set out in the NZX Code and in the Board
Charter. This determination has been made on the basis
that these directors are non-executive directors who
are not substantial shareholders and who are free of
any interest, business or other relationship that would
materially interfere with or could reasonably be seen
to materially interfere with, the independent exercise
of their judgement.
In making this determination, the Board has
considered the relevance of Claudia’s and Clyde’s
tenure on their ability to bring an independent view
to decisions in relation to Serko. The Board considers
that both directors continue to bring independence
of judgement when carrying out their Director duties.
Of relevance to this determination is the fact that
Claudia was not appointed as Chair of the Board
until 2020 and that the roles of Committee Chair
have been rotated during their tenure.
Independence of Directors
The Board will review any determination it makes
on a Director’s independence on becoming aware of
any new information that may affect that Director’s
independence. For this purpose, the directors are
required to ensure they immediately advise Serko of
any new or changed relationship that may affect their
independence or result in a conflict of interest.
The Board considers the roles of the Chair and the
CEO should remain separate. The current Chair has
been elected by the Board from the independent
directors, in accordance with the terms of the Board
Charter. The Chair’s role is to manage and provide
leadership to the Board and to facilitate the Board’s
interface with the CEO.
Conflicts of Interest
The Board is conscious of its obligations to ensure
that directors avoid conflicts of interest (both real and
perceived) between their duty to Serko and their own
interests. The Board Charter outlines the Board’s policy
on conflicts of interest. Serko maintains an Interests
Register in which relevant disclosures of interest and
securities dealings by the directors are recorded.
In addition, the Board has developed a Charter to
govern the establishment and functioning of an
Independent Committee to be formed, when required,
to respond to activity determined to cause some
Directors to be conflicted. The Independent Committee
is not a standing committee of the Board.
Company Secretary
The Company Secretary is responsible for supporting
the effectiveness of the Board by ensuring that
its policies and procedures are followed and for
coordinating the completion and dispatch of the
Board agendas and papers. The Company Secretary
is directly accountable to the Board, via the Chair,
on all governance matters.
Independence
4x Independent Directors
2x non-independent directors
82
83
COrPOratE gOvErnanCE & diSCLOSurES
Inclusion and Diversity
Serko has a Inclusion and Diversity Policy that reflects its commitment to achieving
diversity in skills, attributes and experience of our directors, executives and employees
across a broad range of criteria (including, but not limited to, culture, gender and age).
The Board as a whole is responsible for overseeing and implementing the Inclusion
and Diversity Policy but has delegated to the People, Remuneration and Culture
Committee the responsibility to develop and to recommend measurable objectives to
the Board that are designed to adhere to the policy.
Serko sets measurable objectives that reflect our commitment to diversity and reports
progress against these objectives regularly to the Board. In 2021, we set a gender
diversity target of 40:40:20, with the aim for this to be achieved by the end of FY24
across the Board, overall employees, non-executive directors, executive and people
leaders. Achievement of the target was defined as having 40% female representation.
As at 31 March 2024, the gender split across our workforce was as follows:
Female
37.5%
Male
62.2%
non-binary
0.3%
All workforce
People leaders66%34%
All directors67%33%
non-executive directors50%50%
Executives
71%29%
84
The respective numbers and proportions of men and women at various levels within the Serko workforce as at
31 March 2023 and 31 March 2024 are set out in the table below:
Female20242023
no.%no.%
All directors233.3%240.0%
Non-executive directors250.0%266.7%
Executives
1
225.0%220.0%
Senior leaders
2
631.8%529.4%
All workforce12837.5%13038.3%
Male20242023
no.%no.%
All directors466.7%360.0%
Non-executive directors250.0%133.3%
Executives
1
675.0%880.0%
Senior leaders
2
1368.2%1270.6%
All workforce21262.2%20761.1%
1 Executives are considered to be the Chief Executive Officer and his direct reports (the Executive Team). Note that Chief Executive Officer,
Darrin Grafton, and Chief of Strategy, Bob Shaw, are included in both the number of directors and officers reported.
2 Direct reports to the Executive Team in senior positions.
The Board has recently reaffirmed the 40:40:20 gender diversity target remains our objective and we continue to strive
towards this goal and are making progress in meaningful ways. The Board’s evaluation of Serko’s performance against
this measurable objective, including relevant FY24 achievements, is set out in our ESG Report.
In addition, in April 2024, the Board set an additional target to increase Māori and Pacific Peoples representation at
Serko to 2%.
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COrPOratE gOvErnanCE & diSCLOSurES
Asian (34.6%)
European/Caucasian (27.0%)
Indian (6.5%)
Latin American (1.2%)
Prefer not to say (26.4%)
Two or more races (3.2%)
Middle Eastern (0.3%)
Māori and Pacific Peoples (0.9%)
Ethnicity
The Board uses committees to deal with issues
requiring detailed consideration, thereby enhancing the
efficiency and effectiveness of the Board. However, the
Board retains ultimate responsibility for the functions of
its committees and determines each committee’s roles
and responsibilities.
The current standing committees of the Board are:
1. Audit, Risk and Sustainability Committee; and
2. People, Remuneration and Culture Committee.
Details of the roles and responsibilities of these
committees are described in their respective charters
and are summarised below.
The role of a Nominations Committee is currently,
and was throughout FY24, carried out by the full
Board owing to its small size.
Audit, Risk and Sustainability
Committee
The primary function of the Audit, Risk and
Sustainability Committee is to assist the Board in
fulfilling its oversight responsibilities relating to Serko’s
risk management and internal control framework, the
integrity of its financial reporting, its auditing processes
and sustainability matters (including management and
monitoring of climate-related risks and opportunities).
In carrying out its risk management functions, the
Committee is specifically responsible for oversight of
information security risk practices. The Committee
receives regular updates from Serko’s Chief Information
Security Officer on information security threats, risks
and mitigation plans.
Under the Audit, Risk and Sustainability Committee
Charter, the Committee must be comprised of a
minimum of three members who are each Non-
executive Directors, the majority of whom are also
Independent Directors and at least one Director with
an accounting or financial background. Further, the
Chair of the Committee is required to be independent
and not also be the Chair of the Board. The Chair of
the Committee is not permitted to have been an audit
partner or senior manager at Serko’s external audit firm
within the past three years. The current members of the
Committee are Jan Dawson (Chair), Clyde McConaghy
and Claudia Batten, all of whom are Independent,
Non-executive Directors. Their qualifications and
experience are set out on pages 14 – 15 of this
Annual Report. Jan Dawson is a financial expert.
People, Remuneration and Culture
Committee
The primary function of the People, Remuneration
and Culture Committee is to oversee remuneration
and people-related policies and practices at Serko,
oversee executive succession planning and make
recommendations to the Board on Serko’s culture and
employee wellbeing. The Committee is also tasked with
annually monitoring and evaluating Serko’s performance
with respect to its Inclusion and Diversity Policy.
Under the People, Remuneration and Culture
Committee Charter, the Committee must be comprised
of a minimum of three members, all of whom are
independent directors. The Chair of the Committee
is required to be independent and may not also be
the Chair of the Board. The current members of the
Committee are Clyde McConaghy (Chair), Jan Dawson
and Claudia Batten, all of whom are Independent, Non-
executive Directors. Their qualifications and experience
are set out on pages 14 – 15 of this Annual Report.
Ad hoc committees
From time to time, the Board may establish an ad hoc
committee to deal with a particular issue that requires
specialised knowledge and experience.
One such committee is the Technology Advisory
Committee and currently comprises one Non-executive
Director, two independent expert advisers and executive
representatives from product and technology. This
Committee has assisted the Board in its oversight of
Serko’s technology strategy and the use of technology
in executing Serko’s overall business strategy.
Board Committees
86
Board & Committee Attendance
All appointed directors attended the 2023 Annual Shareholders Meeting. Details regarding the directors’ attendance of
the 2024 governance meetings is set out in the table below.
Directors also met for several additional special meetings to undertake specific planning for the business outside of
scheduled Board and Committee meetings.
Employees only attend Committee meetings upon invitation.
Director attendance Board
Audit, Risk and
Sustainability Committee
People, Remuneration
and Culture Committee
Claudia Batten 12/124/4 4/4
Jan Dawson12/124/44/4
Sean Gourley* 2/2*****
Darrin Grafton12/12****
Clyde McConaghy12/124/44/4
Bob Shaw 12/12****
* Appointed on 1 February 2024.
** Indicates the Director is not a member of the Committee (although they may have been in attendance for these meetings).
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COrPOratE gOvErnanCE & diSCLOSurES
Serko is committed to the promotion of investor
confidence by ensuring that the trading of Serko shares
takes place in an efficient, competitive and with an
informed market. The Board is tasked with ensuring
the integrity of financial and non-financial reporting
to shareholders. During the financial year, we have
focused on readying Serko for climate disclosure
reporting and enhancing other non-financial reporting. A
comprehensive ESG programme is being implemented
to support these initiatives, which is overseen quarterly
by the Audit, Risk and Sustainability Committee.
Market Disclosure Policy
Our Market Disclosure Policy guides Serko’s compliance
with the continuous disclosure requirements of the NZX
Main Board. In addition, directors and management
consider at each Board meeting whether there are any
issues that have arisen that require disclosure to the
market.
Serko has established a Disclosure Committee whose
role it is to determine whether information is ‘material
information’ and whether the material information
is required to be released to the NZX and ASX. The
Disclosure Committee comprises the Board Chair, the
Audit, Risk and Sustainability Committee Chair, the Chief
Executive Officer, the Chief Financial Officer and the
General Counsel. The Disclosure Committee is governed
by the Market Disclosure Policy and is responsible for
implementing that policy.
Charters and Policies
Key corporate governance documents referred to in
this Corporate Governance Statement, including policies
and charters, are available on Serko’s investor centre:
www.serko.com/investors.
Financial Reporting
The Board is responsible for ensuring the integrity of its
financial reporting. The Audit, Risk and Sustainability
Committee closely monitors financial reporting risks in
relation to the preparation of the financial statements.
The Audit, Risk and Sustainability Committee, with
the assistance of management, also works to ensure
that the financial statements are founded on a sound
system of risk management and internal control and
that the system is operating effectively in all material
respects in relation to financial reporting risks.
As part of this process, the Chief Executive Officer
and the Chief Financial Officer are required to state in
writing to the Board that, to the best of their knowledge,
Serko’s financial reports:
• present a true and fair view of Serko’s financial
condition and operational results;
• are prepared in accordance with the relevant
accounting standards; and
• are founded on a sound system of risk management
and internal control that is operating effectively.
Serko has published its full and half-year financial
statements, which were prepared in accordance with
relevant financial standards and the abovementioned
process. The FY24 full-year financial statements are set
out from page 36 of this Annual Report.
Non-financial Reporting
Serko’s Annual Report and ESG Report provide
information about how Serko is performing on various
non-financial matters, including environmental, social
and governance (ESG) matters.
In its ESG Report, Serko sets out its approach
and commitment to sustainability, aligning its
ESG priority areas with the United Nations (UN)
Sustainable Development Goals (SDGs) — a set
of global sustainability initiatives set by the UN.
A copy of the ESG Report is available on our website:
www.serko.com/investors.
Climate Reporting
Serko is a climate-reporting entity under the Financial
Markets Conduct Act 2013 and accordingly, has
published its first mandatory climate-related
disclosures. This covers progress during the FY24
financial period and in compliance with the Aotearoa
New Zealand Climate Standards issued by the External
Reporting Board (Climate Standards). We have also
published our FY24 GHG (greenhouse gas) emissions
inventory, which has been subject to a limited assurance
engagement by Deloitte Limited. These disclosures
including the GHG emissions inventory, are set out
in our ESG Report which is available on our website:
www.serko.com/investors.
Remuneration
Serko is committed to remunerating its non-executive
directors, executive directors and employees fairly,
transparently and reasonably. Our remuneration
practices are detailed in the Remuneration Report
set out from page 105 of this Annual Report.
Reporting and Disclosure
88
Risk Management
Serko is committed to proactively and consistently
managing risk to:
• enhance and protect Serko’s value by delivering
on our commitments and meeting stakeholders’
expectations;
• optimise the return to, and protect the interests of,
stakeholders;
• allow Serko to pursue opportunities in an informed
way and aligned with the Board’s risk appetite; and
• ensure a safe and secure environment for our people,
partners and customers.
Risk Management Framework
FY24 saw a thorough review of Serko’s risk
management programme, which is operated
according to the revised Managing Risk Policy and
Risk Management Framework (Framework). The
Board approved the revised policy and Framework in
November 2023. This achievement pulls together the
extensive work and progress made to formalise Serko’s
approach to risk and the risk appetite in which Serko
operates.
The Framework articulates Serko’s process to identify,
assess, control, monitor and report on risks that may
affect the ability to achieve objectives.
The Framework covers financial and non-financial risks,
as well as those related to internal compliance systems.
Serko’s Board has set the risk appetite for the business
using our risk categories as defined in our Framework.
The Board reviews and confirms the risk appetite at
least annually. Serko’s management is responsible for
developing mitigation strategies to manage risks within
the Board’s defined risk appetite and tolerance levels.
An extensive risk register is maintained by management
with ongoing monitoring and review of all risks
identified. The risk categories included in our risk
register are business operations, strategic, climate
related, modern slavery, bribery and corruption, cyber
and security, privacy and data and third-party risk.
If a business risk becomes a Top Risk, additional
reporting and oversight is required. A Top Risk is a
business risk that has been identified and assessed
as having a high residual rating. The Audit, Risk and
Sustainability Committee can use their discretion and
add a lower rated risk to the Top Risk group should they
believe visibility at committee level is required.
In its oversight function, the Audit, Risk and
Sustainability Committee receives risk reports at
each meeting, covering Serko’s Top Risks, monitoring
results and trends, mitigation strategies, action plans
and updates on the ongoing programme of work. This
Committee reports back to the Board following each
meeting, with the Board also having access to the
Committee minutes.
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COrPOratE gOvErnanCE & diSCLOSurES
Risk
category
Description Principal mitigants
Competition
& Customer
Serko continues to face exposure to a variety of new
and existing competitors in new and established
markets. New technologies could alter the existing
value chain for travel and expense, disrupting
existing flows, processes, players and/or underlying
technology that Serko’s business is based on.
Serko relies on the strength of its relationship with
Booking.com for its unmanaged travel offering and
its reseller relationships for its core online booking
tool business.
• Use customer feedback in product design.
• Continuous improvement of product health
through monitoring.
• Pursue global reseller relationships in new geographies
to reduce concentration risk, with continued investment
in direct go-to-market sales.
• Developing Serko’s channel partner programme to support
sales and operational enablement for strong and healthy
reseller partnerships.
• Processes in place for monitoring and responding to
competitive threats.
• Continued development of strategic partnerships.
External
Events
As a travel technology provider, Serko faces significant
exposure to changes in demand for business travel
services due to a variety of global events that could
impact the travel industry. Significantly weakened
global conditions, as a result of the pandemic, geo-
political instabilities or other events, could harm our
business and financial condition.
Environmental disasters or catastrophic events and
the impact of such events on the travel industry or
on the global economy could have negative effects
on our business, partners, suppliers and customers.
Those events could include impacts of climate
change, including the increased likelihood of extreme
weather events and longer-term impacts like the
predicted rise in global sea levels.
• Alternative operating models in place targeting different
traveller types, across multiple markets.
• Monitoring key trends in global and regional travel.
• Expanding our offering to different content channels
and alternative, more sustainable modes offerings,
including transportation.
• Maintaining sufficient capital reserves.
• Detailed climate-related risk and opportunity
analysis completed.
• Carbon emissions inventory to inform opportunities
to reduce Serko’s carbon footprint over time.
Privacy
and Data
Protection
Serko’s business involves the collection, use and
processing of personal data. The global data privacy
landscape is complex and evolving. As Serko’s
business expands with new products and into
additional markets, Serko will become subject to
additional data privacy regulations. The failure to
protect personal data and comply with data privacy
regulations could result in financial penalties,
operational inefficiencies, intervention by regulators
and negative impacts to reputation.
• Establishment of Data Governance Group to provide
oversight and guidance on specified data-related matters.
• Further embedding a privacy culture within the business
and roll out of additional training.
• Implementing our FY24 Privacy Programme led by
a dedicated Privacy Officer
• Privacy obligations assessments for new markets.
• Data security initiatives and protections as referred to above.
PeopleSerko’s business strategy requires us to attract and
retain highly skilled talent in a competitive labour
market globally.
• Focus on building strong sustainable pipelines of internal
and external talent for critical or hard-to-fill roles.
• Identification of critical talent, execution of stay interviews
and retention planning.
• Increased focus on career development pathways and
learning and development opportunities for our teams.
• Review of our total reward structure to ensure we remain
competitive with the technology market.
• Succession planning for Senior Leadership roles and
critical or hard-to-fill roles.
Summary of Top Risks
The following table summarises and consolidates Serko’s Top Risks, grouped by risk category.
90
Risk
category
Description Principal mitigants
TechnologySerko faces exposure to hacking, cyber-attack or
similar due to its online software hosting, Cloud/
Software-as-a-Service (SaaS) revenue model and
role as a data processor. Serko may also suffer loss
of service as a result of failure or unplanned outage
of IT hosting providers due to its online software
hosting and Cloud/SaaS services revenue model.
• Business resilience planning and incident management.
• Platform modernisation and openisation programme.
• Onboarding and ongoing mandatory training all Serko
employees and contractors.
• Governance by the Audit, Risk and Sustainability Committee.
• Technical oversight by the technology advisory committee.
• Consistent security practices and procedures across Serko.
• Highly educated technology and security teams.
• Platform and vulnerability management processes.
• Independent and regular audits, assurance and testing
(eg, annual Payment Card Industry (PCI) audit).
Additional Business Risks
The following two business risks do not meet the Top Risk status (following assessment) but have been included
here as they are seen as priorities for the business.
Health & Safety
Serko has historically had a low risk of serious Health and Safety (H&S) workplace incidents due to the nature
of its business as a technology company, however, the consequences of incidents arising can be severe.
Principal mitigants include:
• Dedicated programmes to support employee wellbeing, including flexible work arrangements and wellness.
• Regular pulse and listening surveys.
• Management awareness and committee reporting ensuring all practical steps to minimise risk are taken.
• Pandemic policies that are regularly reviewed to adapt to the changing health and safety risks presented by
pandemics.
Climate-related risks
Serko’s identified climate-related risks and opportunities are found in the ESG Report. The risks identified include
inability to meet customer demand, price increases and supply chain disruption.
Further detail regarding how Serko approaches and manages climate-related risks and opportunities is set out in our
Mandatory Climate Disclosures, which are available in our ESG Report.
Summary of Top Risks (continued)
The following table summarises and consolidates Serko’s Top Risks, grouped by risk category.
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COrPOratE gOvErnanCE & diSCLOSurES
External Auditor Independence
Serko has an External Audit Independence Policy that
requires, and sets out the criteria for, the external
auditor to be independent. The policy recognises the
importance of the Board’s role in facilitating frank
dialogue among the Audit, Risk and Sustainability
Committee, the auditor and management.
The policy prescribes the services that can and cannot
be undertaken by the external auditor, which are
designed to ensure that services provided by Serko’s
external auditor are not perceived as conflicting with its
independent role.
The policy requires that the key audit partner is changed
at least every five years so that no such persons shall
be engaged in an audit of Serko for more than five
consecutive years. In addition, there must be three
years between the rotation of an audit partner and that
partner’s next engagement by Serko. In accordance
with this policy, and the NZX Listing Rules, the key audit
partner rotated at the end of the FY22 audit. Serko last
changed its audit firm in 2017.
The Audit, Risk and Sustainability Committee Charter
requires the Committee to facilitate the continuing
independence of the external auditor by assessing
the external auditor’s independence and qualifications
and overseeing and monitoring its performance. This
involves monitoring all aspects of the external audit,
including the appointment of the auditor, the nature and
scope of its audit and reviewing the auditor’s service
delivery plan. In carrying out these responsibilities
the Audit, Risk and Sustainability Committee meets
regularly with the auditor without executive directors
or management present, and the key audit partner has
direct contact with the Chair of the Audit, Risk and
Sustainability Committee.
The auditor is restricted in the non-audit work it may
perform, as detailed in the policy. For further details
on the audit fees paid and work undertaken during the
period, refer to our FY24 financial statements contained
in this Annual Report. The Audit, Risk and Sustainability
Committee regularly monitors the ratio of fees for audit
to non-audit work.
The lead audit partner will be present at Serko's Annual
Shareholders Meeting to answer questions from
shareholders in relation to the audit.
Internal Audit
Serko does not have a dedicated internal audit function.
Instead, internal controls are managed on a day-to-day
basis predominantly by the finance, legal, compliance
and security teams. Compliance with certain internal
controls is reviewed annually by Serko’s external auditor.
The Board, finance, legal, compliance and security
teams regularly consider how Serko can improve its
internal assurance and risk management practices
during Serko’s annual governance review, quarterly risk
reviews, preparation of interim and full-year financial
statements and following Serko’s annual financial audit.
The Audit, Risk and Sustainability Committee oversees
these reviews and the controls Serko has in place to
manage risk.
Auditors
92
Information for Shareholders
Serko is committed to maintaining a full and open
dialogue with our shareholders (and other interested
stakeholders) and we have in place an investor
relations programme to facilitate effective two-way
communications with shareholders. The aim of Serko’s
investor relations and communications programme
is to provide shareholders with information about
Serko and to enable them to actively engage with
Serko and exercise their rights as shareholders in
an informed manner. We facilitate communications
with shareholders through written and electronic
communications and by facilitating shareholder access
to directors, management and Serko’s auditor.
We provide shareholders with communications through
the following channels:
• the investor section of Serko’s website;
• full-year reporting and half-year results;
• the Annual Shareholders’ Meeting;
• regular disclosures on Serko’s performance and news
via stock exchange online disclosure platforms; and
• disclosure of presentations provided to analysts and
investors during regular briefings.
Serko’s website is an important part of Serko’s
shareholder communications strategy. Included on
the website is a range of information relevant to
shareholders and others concerning the operation
of Serko. Serko has published on its website this
Corporate Governance Statement, which outlines
our governance practices, as well as our ESG Report,
predominately focused on climate-related disclosures
and our social responsibility practices.
Shareholders may, at any time, direct questions or
requests for information to directors or management
through Serko’s website or by sending emails to
investor.relations@serko.com.
We provide shareholders with the option to receive
communications from, and send communications to,
Serko and its share registrar electronically. The majority
of Serko shareholders have elected to receive electronic
communications.
Shareholder Protections and
Voting Rights
All ordinary shares on issue have the same voting rights,
each conferring on the registered holder an equal right
to vote on any resolution at a meeting of shareholders.
In accordance with the Companies Act 1993, Serko’s
Constitution and the NZX Listing Rules, Serko refers
major decisions that may change the nature of Serko to
shareholders for approval.
Serko conducts voting at its shareholder meetings by
way of polls, reflecting the principle of one share, one
vote. Further information on shareholder voting rights is
set out in Serko’s Constitution.
Serko did not raise any capital during FY24.
Annual Shareholders’ Meeting
Serko’s 2024 Annual Shareholders’ Meeting will be
conducted as a hybrid meeting, enabling shareholders
to attend in person or participate in the meeting
virtually. A hybrid meeting is considered to provide
the broadest opportunity for shareholder engagement
with Serko.
Shareholders will be given an opportunity at the
meeting to ask questions and comment on relevant
matters. In addition, Serko’s lead audit partner from
Deloitte will attend the meeting and will be available
to answer any questions about the Audit Report.
Shareholder Rights and Relations
93
COrPOratE gOvErnanCE & diSCLOSurES
DirectorEntityRelationship
Claudia BattenSerko Inc
1
Vista Group Limited
Air New Zealand Limited
Wonderful Investments Limited
Director
Director
Director
Appointed Director
Jan DawsonPorts of Auckland Limited
Jan Dawson Limited
Director/Chair
Director
Sean GourleyNilNil
Darrin GraftonFinancial Equities Limited
Grafton-Howe No.2 Trust
InterplX Inc
1
Serko Australia Pty Limited
1
Serko Inc
1
Serko India Private Limited
1
Serko Investments Limited
1
Travelog World for Windows Pty. Limited
Director/Shareholder
Trustee/Beneficiary
Director
Director
Director
Director
Director
Director
Clyde McConaghyOptima Boards
Neuroscience Research Australia
Director
Director
Bob ShawFinancial Equities Limited
Ripon Trust
Serko Australia Pty Limited
1
Serko India Private Limited
1
Serko Investments Limited
1
Travelog World for Windows Pty. Limited
Director/Shareholder
Trustee/Beneficiary
Director
Director
Director
Director
1 Serko subsidiary as detailed on page 100.
Director Disclosures
Disclosure of directors’ interests:
Section 140(1) of the Companies Act 1993 requires a Director of a company to disclose certain interests.
Under subsection (2) a Director can make disclosure by giving a general notice in writing to Serko of a position
held by a Director in another named company or entity. The particulars included in Serko’s Interests Register
at 31 March 2024 are set out in the table below:
94
1 As described in Serko’s FY22 ESG Report (available on the Investor Centre of Serko’s website), the Non-Executive Director Fixed Trading Plan is now
grandfathered.
2 RSU means restricted share units issued under the Serko Long Term Incentive Scheme, which, upon vesting, convert to ordinary shares in
Serko Limited.
3 These shares are subject to a deed restricting exercise of any voting rights attached to the shares/any shares issued upon vesting.
4 By virtue of Darrin Grafton’s personal relationship, he is implied to have the power to exercise, or to control the exercise of, any right to vote attached
to these shares by virtue of a personal relationship with the beneficial holder of these shares (Donna Bailey).
Shareholding
In accordance with section 148(2) of the Companies Act 1993, Directors disclosed the following acquisitions or
disposals of relevant interests in Serko ordinary shares during the financial year ended 31 March 2024:
Name Nature of relevant interest
Number of
securities
acquired/
(disposed)
Consideration
paid/
received
4
Date of
acquisition/
disposal
Claudia
Batten
On-market automated sale by the custodian under the Non-Executive
Director Fixed Trading Plan to settle administration fees arising
in relation to the administration and management of the Plan
(following completion of the term of the Plan).
1
(128.85) $498.65 4-Jul-23
On-market automated sale by the custodian under the Non-Executive
Director Fixed Trading Plan to settle administration fees arising
in relation to the administration and management of the Plan
(following completion of the term of the Plan).
1
(126.55) $539.12 2 Nov-23
On-market automated sale by the custodian under the Non-Executive
Director Fixed Trading Plan to settle administration fees arising
in relation to the administration and management of the Plan
(following completion of the term of the Plan).
1
(112.06) $447.13 5-Mar-24
Darrin
Grafton
• Legal owner of unlisted RSUs.
2
• Registered holder and beneficial owner of ordinary shares in
Serko Limited.
• (78,754)
3
• 78,754
3
Nil/Services 24-May-23
• Indirect interest in RSUs
2
acquired through a personal relationship
with the registered holder.
• Indirect interest in ordinary shares in Serko Limited acquired
through a personal relationship with the legal owner.
• (1,765)
3, 4
• 1,765
3, 4
Nil/Services24-May-23
Legal owner of unlisted RSUs.
2
123,528
3
Nil/Services6-Jun-23
Indirect interest in RSUs
2
acquired through a personal relationship
with the registered holder.
2,754
3, 4
Nil/Services6-Jun-23
Clyde
McConaghy
Registered holder and beneficial owner of shares by virtue of Mr
McConaghy being the trustee (and beneficiary of) the Portofino Trust.
(21,621) $76,500.9113-Jun-23
Registered holder and beneficial owner of shares by virtue of Mr
McConaghy being the trustee (and beneficiary of) the Portofino Trust.
(13,379) $47,829.9314-Jun-23
Bob
Shaw
• Legal owner of unlisted RSUs.
2
• Registered holder and beneficial owner of ordinary shares in
Serko Limited.
• (50,194)
3
• 50,194
3
Nil/Services24-May-23
Legal owner of unlisted RSUs.
2
78,354
3
Nil/Services6-Jun-23
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COrPOratE gOvErnanCE & diSCLOSurES
In accordance with the NZX Listing Rules, as at 31 March 2024, Directors had a relevant interest (as defined in the
Financial Markets Conduct Act 2013) in Serko shares as follows:
NameRelevant interest %
5
Claudia Batten
4
125,138.44 0.10%
Darrin Grafton
1
12,381,170 10.16%
Bob Shaw
2
9,283,077 7.62%
Clyde McConaghy
3
147,909 0.12%
Jan Dawson0 0.00%
Sean Gourley0 0.00%
1 The relevant interest includes: 10,884,629 ordinary shares held via a trust in which the Director is a trustee and beneficiary; 264,877 ordinary shares
held directly; and an indirect interest in 1,231,664 ordinary shares by virtue of a personal relationship with the beneficial holder of these shares.
Darrin Grafton is also the registered holder and beneficial owner of 178,991 unlisted restricted share units allocated pursuant to the Serko Employee
Incentive Share Scheme and has an indirect interest in 4,033 unlisted restricted share units by virtue of a personal relationship with the beneficial
owner.
2 The relevant interest includes: 9,151,250 shares held via a trust in which the Director is a trustee and beneficiary and 131,827 ordinary shares held
directly. Bob Shaw is also the registered holder and beneficial owner of 115,017 unlisted restricted share units allocated pursuant to the Serko
Employee Incentive Share Scheme.
3 Ordinary shares (146,818) are held via a trust in which the Director is a trustee and beneficiary.
4 Ordinary shares (41,684.44) are held in custody pursuant to the now grandfathered, Serko Non-executive Director Fixed Trading Plan.
5 Based on the number of shares on issue as at 31 March 2024: 121,845,709.
For the purposes of s161 of the Companies Act 1993, the following entries were made in the Interests Register in
FY24 in relation to the payment of remuneration and other benefits to directors:
Date of entry Director Particulars of Board authorisation
26 May 2023 Bob Shaw
Darrin Grafton
The payment of remuneration and the provision of other benefits by
the Company to the executive directors on the terms detailed in the
Board minutes dated 26 May 2022 and on the grounds set out in the
corresponding directors’ certificate.
29 January 2024
1
Sean Gourley The payment of remuneration and provision of other benefits by the
Company to a newly appointed Non-executive Director on the terms
detailed in the Board Resolutions dated 29 January 2024 and on the
grounds set out in the corresponding directors' certificate.
19 March 2024
2
Claudia Batten The payment of remuneration by the Company to the non-executive
directors on the terms detailed in a Board Resolution dated 19 March
2024 and on the grounds set out in the corresponding directors'
certificate.
1 Authorising the remuneration of Sean Gourley as Director, consistent with the fees paid for existing Non-executive Directors, as detailed in the
Remuneration Report on page 123.
2 Special exertion payment to Claudia Batten for the work undertaken for the recruitment and appointment of Sean Gourley as Non-executive Director.
For the purposes of section 162 of the Companies Act 1993, an entry was made in the Interests Register in relation
to insurance effected for directors and officers of Serko in relation to any act or omission in their capacity as directors
or officers.
There were no new entries made in the subsidiary Company Interests Registers during the financial reporting period.
96
Shareholding Disclosures
As at 31 March 2024, there were 121,845,709 Serko ordinary shares on issue, each conferring on the registered holder
the right to vote on any resolution at a meeting of shareholders. These shares were held as follows:
1 Includes 1,263,865 ordinary shares with restrictive conditions held by Serko Trustee Limited (all unallocated) pursuant to the now grandfathered
Serko Restricted Share Plan. The last tranche of allocated restricted shares vested during FY22. Restricted shares, when allocated, have voting rights
attached, which are exercised on behalf of a beneficial holder by the Trustee at the direction of the beneficial holder.
Size of shareholding Number of holders % Number of ordinary shares %
1 - 1,000 1,333 46.79 560,197 0.46%
1,001 - 5,000 962 33.772,303,250 1.89%
5,001 - 10,000 2408.42 1,794,2391.47%
10,001 - 50,000 220 7.72 4,570,970 3.75%
50,001 - 100,000 421.47 3,059,769 2.51%
100,001 and over 52 1.83 109,557,28489.91%
Total
1
100 100%
As at 31 March 2024, the following securities were on issue:
• 1,263,865 ordinary shares with restrictive conditions held by Serko Trustee Limited (all unallocated) pursuant to the
now grandfathered Serko Restricted Share Plan. The last tranche of allocated restricted shares vested during FY22;
• 16 participants holding a total of 63,124 options pursuant to the Serko (US) Share Incentive Plan; and
• 217 participants holding a total of 2,910,248 restricted share units pursuant to the Serko Employee Long Term
Incentive Scheme (ANZ) and Serko Employee Share Incentive Plan (US).
Further information on these incentive plans is contained in the Notes to the financial statements and the
Remuneration Report included in this Annual Report.
97
COrPOratE gOvErnanCE & diSCLOSurES
Top 20
Below are details of the 20 largest shareholders of Serko as at 31 March 2024:
Shareholder
1
Number of ordinary shares held%
1Tea Custodians Limited 13,231,776 10.86%
2Darrin Grafton & Geoffrey Robertson Ashley Hosking 10,884,629 8.93%
3Robert James Shaw & Michael John Moore 9,151,250 7.51%
4Bnp Paribas Nominees NZ Limited Bpss40 9,022,935 7.41%
5Custodial Services Limited 8,044,355 6.60 %
6Accident Compensation Corporation 5,978,918 4.91%
7Coronado Pte Limited 5,406,431 4.44%
8HSBC Nominees (New Zealand) Limited 5,175,407 4.25%
9Premier Nominees Limited 4,808,702 3.95%
10Citibank Nominees (NZ) Ltd 3,868,407 3.17%
11Hobson Wealth Custodian Limited 3,730,853 3.06%
12New Zealand Superannuation Fund Nominees Limited 3,398,187 2.79%
13New Zealand Depository Nominee 2,383,878 1.96%
14.J P Morgan Nominees Australia Pty Limited 1,758,429 1.44%
15NZ Permanent Trustees Ltd Grp Invstmnt Fund No 20 1,578,360 1.30%
16Skip Enterprises Pty Limited 1,527,924 1.25%
17Pt Booster Investments Nominees Limited 1,485,900 1.22%
18.Citicorp Nominees Pty Limited 1,299,845 1.07%
19JPMORGAN Chase Bank 1,266,670 1.04%
20Serko Trustee Limited 1,263,865 1.04%
98
1 Harbour Asset Management Limited and Jarden Securities Limited filed joint substantial product holder notices during FY24.
2 Geoffrey Hosking is a trustee of the Grafton-Howe No. 2 Family Trust, of which Darrin Grafton is a trustee and a beneficiary.
3 Michael Moore is a trustee of the Ripon Trust, of which Robert Shaw is a trustee and a beneficiary.
4 Based on last substantial product holder notice filed prior to 31 March 2024.
5 Based on Serko’s records and on the last substantial product holder notice filed prior to 31 March 2024.
6 Based on issued share capital of 121,845,709 as at 31 March 2024.
Substantial Product Holders
According to Serko records and disclosures made to Serko under the Financial Markets Conduct Act 2013, the
following persons were substantial product holders as at 31 March 2024:
Substantial product holder Number of ordinary shares in which
relevant interest is held
% of class held
at balance date
6
Darrin Grafton 12,381,170
5
10.161%
Harbour Asset Management Limited
1
11,192,747
4
9.186%
Geoffrey Hosking
2
10,884,629
5
8.933%
Fisher Funds Management Limited 10,636,309
4
8.729%
Robert (Bob) Shaw 9,283,077
5
7.619%
Michael Moore
3
9,151,250
5
7.511%
Jarden Securities Limited
1
612,616
4
0.503%
99
COrPOratE gOvErnanCE & diSCLOSurES
Subsidiary Company Directors
With the below exception, directors of Serko’s subsidiaries do not receive any remuneration or other benefits in
respect of their appointments. The remuneration and other benefits of any such directors who are employees of
the group totalling $100,000 or more during the year ended 31 March 2024 are included in the relevant bandings for
remuneration disclosed on page 120 of this Annual Report.
Serko has agreed to pay Yogita Chadha NZ$18,000 per year in relation to acting as a Director of Serko India Private
Limited. During the financial year ended 31 March 2024, she earned, and was paid, NZ$18,000 during the year.
The following persons held office as Directors of subsidiary companies as at 31 March 2024:
1 Tony D’Astolfo retired as Director in June 2023. Shane Sampson was appointed in March 2024.
Subsidiary Directors
Foshan Sign Information Technology Limited (China) Mark Xu (Supervisor)
Rob Wright (Legal Representative)
InterplX Inc. (US) Darrin Grafton
Shane Sampson
1
Serko Australia Pty Limited (Australia) Darrin Grafton
Bob Shaw
Murray Warner
Serko Inc (US) Darrin Grafton
Claudia Batten
Serko India Private Limited (India) Darrin Grafton
Bob Shaw
Yogita Chadha
Serko Investments Limited (New Zealand) Darrin Grafton
Bob Shaw
Serko Trustees Limited (New Zealand) Shane Sampson
Rachael Satherley
100
Regulatory Matters
No NZX waivers were granted or relied on by Serko
during the financial year.
Donations
Refer to the Notes to the Financial Statements for any
donations made via the Serko Group during FY24. Serko
does not make any political donations.
Credit Rating
Serko does not presently have an external credit rating
status.
Registration as a Foreign Company
Serko is registered with the Australian Securities and
Investments Commission as a foreign company and
has been issued with the Australian Registered Body
Number of 611 613 980.
ASX Disclosures
Serko holds a Foreign Exempt Listing on the ASX. As
a requirement of admission, Serko must make the
following disclosures:
• Serko’s place of incorporation is New Zealand.
• Serko is not subject to Chapters 6, 6A, 6B and 6C of
the Australian Corporations Act 2001 dealing with the
acquisition of shares (including substantial holdings
and takeovers).
Distributions/Dividends
There were no dividends or distributions paid to
shareholders during the financial period. Dividends and
other distributions with respect to the shares are only
made at the discretion of the Serko Board. Serko is a
growth technology company and is not intending to pay
a dividend for FY25.
Takeover Response Guidelines
Serko’s Takeover Protocol and Independent
Committee Charter sets out the procedure to be
followed in the event Serko was to receive a takeover
offer. This procedure was last reviewed in 2022.
The Independent Committee is not a standing
committee of the Board and will be formed only when
required to respond to a takeover offer that causes
some Directors to be conflicted.
We intend to review and update our takeover procedures
in FY25.
Net Tangible Assets
Serko’s net tangible assets per share (excluding treasury
stock) as at 31 March 2024 was 68.75c.
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COrPOratE gOvErnanCE & diSCLOSurES
Principle/recommendation Section of report and page number
Priniciple 1 - Ethical Standards
1.1 Code of Ethics Code of Ethics on page 76
1.2 Financial product dealing policy Securities Trading Policy on page 77
Principle 2 - Board Composition & Performance
2.1 Board Charter The Board on page 78
2.2 Board appointment and nomination Board appointments, training and evaluation on page 81
2.3 Director agreements Board appointments, training and evaluation on page 81
2.4 a. Director profiles, tenure and ownership interestsOur Board - Diversity, Size and Composition on page 78
b. Director meeting attendanceBoard & Committee Attendance on page 87
c. Director independenceIndependence of Directors on page 92
2.5 Inclusion and Diversity Inclusion and Diversity on page 84
2.6 Director training Board appointments, training and evaluation on page 81
2.7 Director performance Board appointments, training and evaluation on page 81
2.8 Majority independent directors Our Board — Diversity, Size and Composition on page78
2.9 Independent Chair Independence of Directors on page 82
2.10 Chair/CEO separation Independence of Directors on page 82
Principle 3 - Board Committee
3.1 Audit Committee Audit, Risk and Sustainability Committee on page 86
3.2 Attendance at Audit Committee by employees by invitation Audit, Risk and Sustainability Committee on page 87
3.3 Remuneration Committee People, Remuneration and Culture Committee on page 86
3.4 Nomination Committee Board appointments, training and evaluation on page 81
3.5 Other standing committees Ad hoc committees on page 86
3.6 Takeover protocol Takeover Response Guidelines on page 101
Index
Relevant policies and charters are available at www.serko.com/investors
102
Principle/recommendation Section of report and page number
Principle 4 - Reporting & Disclosure
4.1 Continuous disclosure policy Market Disclosure Policy on page 88
4.2 Code of ethics, charters and policies on website Charters and Policies on page 88
4.3 Balanced, clear and objective financial reporting
Financial Reporting on page 88
Financial statements are contained from page 36 – 69
4.4 Non-financial disclosure
Non-Financial Reporting on page 88
ESG Report is available at www.serko.com/investors
Principle 5 - Remuneration
5.1 Director remuneration policy Remuneration Report from page 105
5.2 Executive remuneration policy Remuneration Report from page 105
5.3 CEO remuneration Remuneration Report from page 105
Principle 6 - Risk & Management
6.1 Risk management Risk Management from page 89
6.2 Health and safety risks Additional Business Risks on page 91
Principle 7 - Auditors
7.1 Audit framework External Auditor’s Independence on page 92
7.2 External auditor attends annual meeting Annual Shareholder Meeting on page 92
7.3 Internal audit Internal Audit on page 92
Principle 8 - Shareholder Rights & Relations
8.1 Investor website Information for Shareholders on page 93
8.2 Shareholder communications Information for Shareholders on page 93
8.3 Right to vote Shareholder protections and voting rights on page 93
8.4 Pro rata offers N/A during this reporting period
8.5 Notice of meeting Annual Shareholders’ Meeting on page 93
103
COrPOratE gOvErnanCE & diSCLOSurES
104
Remuneration
Report
PRAC Committee Chair’s Letter106
Governance108
Remuneration Strategy & Framework109
Remuneration Structure & Policy110
Remuneration Benchmarking110
CEO Remuneration115
Employee Remuneration120
Executive Director Remuneration122
Non-executive Director Remuneration123
105
rEMunEratiOn rEPOrt
PRAC Committee Chair’s Letter
As Chair of Serko’s People, Remuneration
and Culture Committee (PRAC Committee),
I am pleased to present to you Serko’s
Remuneration Report, covering the financial
year ended 31 March 2024.
Core to the work of this Committee is ensuring our
reward disclosures are transparent. This year we have
taken on feedback from shareholders and advisers, as
well as considering the new NZX Corporate Governance
Institute remuneration reporting guidelines. We have
made further enhancements to our disclosures to
provide more transparency on reward practices at Serko.
I am pleased to report against the other areas I outlined
would be a focus for Serko in FY24 as follows:
• We worked to cascade and embed the Serko
Objectives & Key Results (OKRs) through the
organisation with greater levels of transparency and
measurement of objectives. Nearly 90% of employees
had active OKRs, with 79% of employees agreeing
with the statement “I understand how Serko is
tracking on its OKRs” and almost 90% agreeing that
they are “Clear on Serko’s mission and purpose”.
• Serko’s career-level framework and data-driven
approach to remuneration reviews has set a strong
foundation for benchmarking, analysis and reward
decisions and we continue to use this alongside
performance outcomes to support pay reviews
and career progression processes.
• We published our first Pay and Gender Equity
Statement and registered on the New Zealand
‘Mind the Gap’ Registry. We will continue to support
transparency and accountability in this space. More
information on this can be found in our ESG report.
• We introduced a broader gender-neutral parental
leave benefit that goes beyond the legislative
minimum. We have strong employee engagement
in our survey for our diversity statements scoring
91% for “in my team diverse perspectives are
valued” and 90% for “Serko hires people from
diverse backgrounds”.
At Serko we are acutely aware of the evolutionary and
increased complexity of technology capabilities in the
market. We keep abreast of trends in these deeply
specialist roles. In FY24 roles in the fields of AI, Data,
and to a lesser extent Cloud, continue to be challenging
to source and required us to implement more active
attraction strategies to ensure we have the right talent
to execute on our growth strategy. We promoted
internally an expert to Head of AI and made an
external appointment to Head of Data.
Through embedding our career-level framework and
regularly tracking pay trends for technology roles in the
countries we operate in, we can respond accordingly.
In FY24, this resulted in a targeted mid-year
remuneration review focusing on our core technology
roles, as well as some internal promotions so we
can retain our talent by providing career progression
opportunities.
As well as our focus on strategic delivery and
the challenge of attracting and retaining the right
technology talent, other elements that have shaped
the wider remuneration landscape for Serko in FY24
were as follows:
1. Market volatility – from high inflation and pay
pressure in early FY24 to inflationary pressures
easing in the 2nd half.
2. Lower employee turnover had a positive impact
as uncertainty materialises more widely in the
general market.
3. Continuing to develop a high performance culture
and expectations through the embedding of our
OKRs and talent identification processes.
4. Continuing to consider and respond to employee
sentiments on Culture and Reward through our
engagement survey.
5. We have reviewed our remuneration principles to
align with Serko’s recently launched new ‘Guiding
Principles’. These guiding principles are designed to
be the foundation of our culture. They are a compass
that guide our behaviour, decisions and actions.
Our refreshed remuneration principles are outlined
on page 109 and will guide our work in FY25.
106
Clyde McConaghy
Chair • People, Remuneration
and Culture Committee
Organisational Performance
Serko’s OKR scorecard has centred on delivering growth,
serving both our managed and our non-managed travel
customers, enhancing our platform technology through
an experimentation-based approach and hiring the right
capability to deliver on our technology goals.
The achievement against our Company scorecard this
year resulted in a 69% achievement. As a consequence,
our reward outcomes for our Employee Incentive Share
Scheme (EISS) and Short Term Incentive (STI) were in
line with this outcome. More details on the scorecard
and the outcomes are provided on page 118.
Non-executive Director Remuneration
I led an external review with EY Australia to assess the
appropriate remuneration structure. The Director fee
pool has not been increased since 2021. We remain
focussed on our capacity to extend the governance that
is necessary to adapt and compete in our sectors and to
attract and retain strong international Director talent.
Based on the outcome of the review and other
market factors, including consultation with external
stakeholders, a recommendation to increase the fee
pool will be put to shareholders at the upcoming Annual
Shareholders’ Meeting. The details of this are set out in
the Notice of Meeting.
The Committee also approved an exertion payment of
$10,000 to the Board Chair, Claudia Batten, to recognise
the additional work she undertook to find, assess and
appoint Serko’s new Board member.
Executive Remuneration
We signalled in last year’s report that our aim was
to deliver a new at-risk long-term incentive (LTI) with
increased alignment to improved shareholder returns.
I am pleased to advise that during FY24 the work on this
was completed and details on how this new Executive
LTI based around shareholder returns will operate is
provided on page 112 of this report.
In FY24 we also commenced a review of the CEO’s
remuneration package benchmarking to market and
ensuring appropriate relativity with the rest of the
Executive Team. We have now completed this review
and a new remuneration package for FY25 has been
approved. Details of this is included in page 117 of this
Remuneration Report.
Remuneration Outlook
The PRAC Committee continues to ensure Serko’s
remuneration practices evolve and remain fit for
purpose. In the next two years Serko is committing to:
1. Re-designing and simplifying our performance
management practices by reducing the focus on
a ratings-led performance culture and increasing
the focus on continuous feedback and coaching
for high performance. We look forward to providing
you with an update as we build this process over the
coming year together with our people to ensure it is
motivating and inspiring.
2. Enhancing our Gender Pay plan by continuing to
embed, enhance and reinforce our practices and
develop our reporting to be more granular. This will
assist us to identify drivers of the gap, as well as
better understand intersectionality, where gender
and ethnicity converge.
3. Checking our benefits offering to ensure it remains
relevant and is aligned with our values and purpose,
as well as the market.
4. Assessing sustainability as a concept for inclusion
in future measures for incentives.
As always, we are keen to maintain an open dialogue
with shareholders to understand their perspectives
on our remuneration practices. Should you have any
questions, you can contact me directly at
RemChair@Serko.com.
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rEMunEratiOn rEPOrt
Governance
Serko’s PRAC Committee is responsible for reviewing
and approving the Group’s remuneration principles
and framework and reviewing and approving the
provision of any significant employee benefits outside
of that framework. The PRAC Committee also reviews
and approves Serko’s Remuneration Policy. The
PRAC Committee is also accountable for ensuring
the remuneration framework is aligned with the
remuneration principles outlined on the following page.
The PRAC Committee operates under a written
Charter, which is available in our Investor Centre:
www.serko.com/investors.
The PRAC Committee makes recommendations
to the Board in relation to the remuneration of the
Chief Executive Officer (CEO) and the Company’s
broader Executive Team (in consultation with the
CEO). This includes recommendations related to
equity-based incentive schemes and the discretionary
annual incentive, including whether offers under the
incentive plans are made each year. They also make
recommendations regarding the fixed remuneration
pools for all Serko employees. Company-wide
performance measures and targets that relate
to incentives are reviewed annually by the PRAC
Committee and approved by the Board.
The Board retains ultimate responsibility for the
remuneration arrangements of the CEO in relation
to their terms of employment, remuneration and
participation in the Group’s incentive programmes,
including the setting and evaluating of performance
targets.
The current members of the PRAC Committee are
• Clyde McConaghy (Chair);
• Jan Dawson; and
• Claudia Batten.
All members are independent, non-executive directors.
For more information on the role and responsibilities
of the Board and the PRAC Committee with respect to
remuneration practices, as well as PRAC Committee
attendance, see our Corporate Governance Statement,
on page 75 of this Annual Report.
108
Remuneration Strategy & Framework
Serko’s Purpose is to bring people together. This Purpose is underpinned by our vision and mission, our guiding
principles and our strategic goals. Serko’s remuneration strategy and framework is designed to attract and retain
high-calibre talent who are empowered, motivated and driven to deliver against these strategic goals and OKRs
and ultimately create long-term shareholder value.
Serko’s Remuneration Policy outlines the following remuneration principles that apply to all employees, including
executives, which are underpinned by Serko’s Guiding Principles, to ensure remuneration practices at Serko are fair
and equitable and that reward is differentiated for higher individual and Company performance. This policy separately
outlines the treatment of Non-executive Director remuneration.
Each year, the PRAC Committee conducts a review of Serko’s Remuneration Policy to assess whether any changes
are required to ensure it continues to deliver a remuneration structure that is consistent with the policy principles.
Guiding
Principle
Remuneration
Principle
Principle
described
How it will show up in remuneration
Equitable
and unique
Equitable
outcomes
for all
• A fairness and equity lens are applied
to all remuneration decisions.
• Competitive in the technology sector.
Share in
the success
Employees and
shareholders both
share in the success
of Serko
• Equity is a core component of our
remuneration packages.
• Company outcomes and individual outcomes
are aligned.
• Reward information is transparent.
Simple and
accessible
Simple and easy
to understand
• Rewards are easy to understand.
• Serko continually evolves the reward offering.
Boldly
perform
Bold and strong
performance is
rewarded
• Reward for achievement above target.
• Recognition for intelligent innovation.
• Build mastery and have an impact.
Be a good
human
Win
together
Boldly
go beyond
Dare to
simplify
109
rEMunEratiOn rEPOrt
Serko’s remuneration framework is applied to all
employees, including its Executive Team, which
includes the CEO and his direct reports with leadership
responsibilities. Its global banding structure ensures
roles are mapped into specific bands with broadly
equivalent work scope and complexity. Pay ranges for
each band are determined based on local benchmarking
of market rates.
Total remuneration at Serko includes a mix of fixed
remuneration and variable at-risk remuneration,
delivered via Serko’s incentive programmes. The
proportion of at-risk remuneration increases with the
seniority of employees. Variable at-risk components are
tied to the Company’s performance, as well as individual
performance. This approach is designed to support the
‘pay for performance’ policy and to ensure delivery of
shareholder value over both the short and long term.
Company and individual short-term objectives are
agreed annually. The PRAC Committee reviews
performance against the Company’s objectives
following the release of the results for the first six
months of the financial year and again at year end.
Every employee, including the CEO and Executive
Team members, has regular performance reviews
and a formal annual performance review. The annual
review process assesses performance against agreed
individual goals and Company OKRs, both financial and
non-financial. Performance reviews took place for FY24
in accordance with that process. The outcomes of the
performance process are a key input to the end-of-year
remuneration review and incentive awards.
In addition, Serko offers a number of benefits that
may have a value to employees but are not considered
part of remuneration. In FY25, Serko will be reviewing
benefits to ensure they are still fit for purpose and
aligned with our new Guiding Principles.
Remuneration Structure & Policy
The PRAC Committee reviews market benchmarking
for Serko’s pay bands for employees and for key roles,
including executives on a regular basis to ensure trends
in the market are tracked and identified and can be
responded to accordingly.
In FY24, the Board did not engage any external
independent remuneration consultants for bespoke
benchmarking, other than the non-executive director fee
benchmarking conducted by EY Australia.
Serko continues to use the technology specific market
data through Radford to underpin Serko’s career and
remuneration framework. This data is released regularly
for market benchmarking purposes.
This Remuneration Report contains disclosures of those
employees (other than employees who are directors)
who received remuneration and any other benefits in
their capacity as employees, the value of which was or
exceeded $100,000 per annum, in brackets of $10,000,
as required by the Companies Act 1993. Please refer to
page 120.
Remuneration Benchmarking
110
The following table summarises each component of employee remuneration, including for the Executive Team:
In addition to offering restricted share units, Serko has historically also offered employees equity incentives in the
form of Restricted Shares and Options (in the US only). The Restricted Share Plan has subsequently been grand-
fathered and no restricted shares were allocated during the current financial period. No employees currently have
unvested Restricted Shares allocated to them. Similarly, no new Options were offered to US employees during the
period, with RSUs being offered in their place. The number of Options currently on issue is detailed in the Corporate
Governance Statement section of this Annual Report on page 75.
ComponentSummaryEligibilityLink to Strategy and Performance
Fixed
Remuneration
• Base salary.
• Benefits include employer
retirement contributions (eg,
Kiwisaver and Australian
Superannuation).
All permanent and
fixed-term employees.
• Based on individual skills, experience,
accountabilities, performance and talent.
• Benchmarked to the median of the market in
Serko’s respective locations.
• Reviewed annually based on market data,
internal relativities and performance criteria.
• Reviewed mid-year for core technology roles
supported by market analysis.
Short Term
Incentive (STI)
At risk
• Discretionary at-risk cash
payment with targets set as
a percentage of base salary.
Executive Team members
and selected senior
leadership roles.
• Designed to reward performance against
the delivery of annual financial and strategic
objectives for the respective financial year,
creating alignment with shareholder value
creation.
• Rewards the achievement of Company and
individual performance.
Equity-based/
Long Term
Incentive
Scheme (EISS)
At risk
• Discretionary equity-based
award in the form of
Restricted Share Units
(RSUs) that convert into
Serko shares at vesting.
• At risk with targets set as
a percentage of base salary.
All permanent employees
(excluding the Executive
Team) for FY24 performance
and beyond.*
• Designed to retain employees to support the
delivery of a multi-year strategy and align
rewards with longer-term shareholder value.
• Provides employees with a vested interest
in the Company through equity to incentivise
share price growth and share in the
organisational success.
• The RSU awards are performance based
with gateways that must be met before a
grant is made.
• Rewards the achievement of the Company
and individual performance.
Executive Long
Term Incentive
(Executive LTI)
( Introduced
in FY24)
• Discretionary equity-based
award in the form of RSUs
that convert into Serko shares
at vesting.
• Both tenure and performance-
related vesting criteria.
Additional terms of the incentive
are detailed on page 112.
Executive Team members
from FY24 onwards.
• Detail regarding alignment to strategy and
performance is on page 112.
Sales Incentive
Plans
At risk
• Discretionary cash-based
payment linked directly to
sales/business development
performance targets.
Selected sales and business
development roles.
• Designed to support the delivery
of Serko’s revenue and customer-base
growth.
* Executives were granted restricted units under this scheme in FY24, for FY23-related performance.
111
rEMunEratiOn rEPOrt
A new at-risk Executive Long Term Incentive (Executive LTI) has been developed for the Executive Team, replacing
their eligibility for the Employee Incentive Share Scheme (EISS). This applies for FY24 and beyond, with the first grant
to be issued in FY25.
The PRAC Committee considered the following principles when designing the new Executive LTI:
• remaining competitive within the technology industry to attract and retain high calibre executive talent for Serko;
• motivating and rewarding performance to incentivise the delivery of Serko’s long-term strategic objectives; and
• strengthening alignment of rewards with long-term shareholder value.
The PRAC Committee considers the new Executive LTI to appropriately balance these design principles.
The vehicle for the Executive LTI is Restricted Share Units (RSUs), which will convert to ordinary shares in Serko
Limited on vesting.
The RSU grant value for each Executive Team member is based on an unchanged target percentage of base salary
and is subject to certain pre-grant gateways. Once granted, the RSUs will vest in three tranches over three years from
the grant date, as follows:
Tranche
% of total
RSU grant
Vesting period
from grantVesting criteria Payout
Tranche 125%1 yearTenure100%
Tranche 225%2 yearTenure100%
Tranche 350%3 yearAbsolute Total Shareholder
Return (aTSR)
Payout is pro-rated for performance
from 80% up to 150% of
achievement against target
New Executive Long Term Incentive
112
Incentive Schemes – Key Terms
* Excludes Executive Team members for FY24 performance and beyond (with initial grants to occur in FY25). Executive Team members still received a
grant under the EISS in FY24 based on FY23 performance.
** In limited circumstances outside of these countries, cash-based incentives are offered in place of equity-based incentives due to the regulatory
complexity of offering securities into that jurisdiction.
Short Term IncentiveEquity-Based Long Term Incentive
Executive Long Term Incentive
(from FY24 onwards)
Absolute
Total
Shareholder
Return (aTSR)
aTSR is a performance metric used to
evaluate stock performance for investors
that factors in both capital gains and
dividends to measure the overall returns an
investor earns on their investment.
aTSR will be measured based on share
price appreciation and the applicable target
share price levels and thresholds. These
target levels will be calculated based on a
weighted average cost of capital (WACC).
Board
Discretion
The Board retains absolute discretion in relation to all STI and LTI schemes.
Capital EventThe Board has discretion to adjust awards to account for capital changes to obtain
an equitable outcome for participants. The Board also retains broad discretion to
determine the treatment of unvested awards in the event of a change of control.
Economic
Risk
No Director or employee is permitted to enter into financial products or arrangements
that operate to limit the economic risk of their vested or unvested entitlements.
EligibilityEligible to selected
roles only – primarily
Executive and Senior
Leadership Teams.
All permanent employees* in Australia,
China, New Zealand and the United
States**. Since Serko’s inception, the
Founders have been committed to
supporting all employees (where possible)
to own shares in the Company. This is
achieved by the majority of employees
being eligible for Equity-Based LTI as a %
of base salary.
Executive Team, including the CEO.
Executive
Team
Includes the CEO and his direct reports with leadership responsibilities.
Malus/
Clawback
Payment of any
incentive under the
Scheme is at the
absolute discretion of
the Board.
The RSU Scheme Rules permit the Board to exercise discretion to clawback an award or
require repayment of the net proceeds of shares sold, in the event of fraud, dishonesty
or breach of other obligations (including a material misstatement of financial
information). This provision is designed to ensure no unfair benefit is obtained by any
participant.
Pay VehicleCash-based payment
with target incentive
based on pre-
determined, % of base
salary.
Award of restricted share units (RSUs)
as a target % of base salary.
Award of restricted share units (RSUs)
as a target % of base salary.
Performance
Criteria
Rewards the achievement of Company performance based on a Company scorecard of metrics (measuring ‘what’
outcomes are achieved) including longer-term strategic deliverables. Includes individual performance objectives
and measures (measuring ‘what’ outcomes are achieved and ‘how’ those outcomes are achieved).
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Short Term IncentiveEquity-Based Long Term Incentive
Executive Long Term Incentive
(from FY24 onwards)
PurposeDesigned to reward
performance of
annual financial and
strategic objectives
for the respective
financial year.
Designed to align rewards with longer-
term shareholder value and retain key
staff to support delivery of multi-year
strategy.
Designed to align rewards with longer-
term shareholder value growth and retain
executives.
TerminationUnless Board
discretion is
exercised, if a
participant is no
longer employed at
the time of payment,
they will not be
eligible under the
Scheme.
Unless Board discretion is exercised, if a participant ceases employment with the
Company, any unvested awards will be forfeited.
Vesting
Criteria
Annual cash
payment following
achievement
of Company
and individual
performance criteria.
Three-year vesting period following the
end of the respective financial year with a
vesting schedule of one third each year.
Year One 25% – based on tenure.
Year Two 25% – based on tenure.
Year Three 50% – based on achievement
of an Absolute Total Shareholder Return
(aTSR) performance hurdle.
No incentive to be paid/awarded if minimum gross revenue and cash reserve performance gateways are not met.
Vesting is subject to meeting threshold performance hurdles based on the financial and strategic metrics detailed
in the table on page 118.
Weighted
Average Cost
of Capital
(WACC)
WACC represents a company’s cost of
capital from all sources, including common
stock and all forms of debt. As such, WACC
is the average rate that a company expects
to pay to finance its business.
Incentive Schemes – Key Terms continued...
114
CEO Remuneration Outcomes for FY24
CEO Total Remuneration
Fixed remuneration STI (Cash-based award) LTI (Equity-based award)
This section outlines the remuneration received by the CEO, Darrin Grafton, who is also an Executive Director of Serko
for FY24. Darrin Grafton receives remuneration and other benefits in his capacity as CEO in line with the Remuneration
Policy and, accordingly, does not receive separate directors’ fees. No termination payments are payable to the CEO
(or for any other Executive Team member) in the event of serious misconduct. As noted above, the RSU Scheme Rules
enable clawback of awards/net proceeds of sale of shares in the event of misconduct.
The CEO has an STI with an on target payment of 50% of base salary, up to a maximum of 75% of base salary
if outperformance occurs against both the Company and individual performance measures.
The CEO also has an LTI target value of 100% of base salary remuneration up to a maximum value of 125% of target
value if outperformance occurs.
The table below shows the CEO’s target and maximum total remuneration for FY24:
1.41.21.00.80.60.40.20
($million)
Target total rem
Max total rem
Fixed rem
35%25%41%
41%20%39%
100%
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YearBase
salary
1
Taxable
benefits
2
SubtotalPay for performanceTotal
remuneration
paid/received
STIEISS / LTI
4
Pay for
performance
Subtotal
FY24$439,228$12,246$451,474$193,200$248,075 in the form of 78,754
RSUs
$441,275$892,749
FY23$432,482$11,186$443,668$100,375$177,459 in the form of 43,817
RSUs
$277,834$721,502
1 Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a carpark and life insurance, which do not
have individually allocated values.
2 Taxable benefits include health insurance.
3 The STI stated was earned in the relevant financial year and will be paid in the following financial year.
4 The Executive LTI equity-based incentive is intended to be granted in June 2024 for non-cash consideration. The restricted share units will vest at
25% in year one (2025), 25% in year two (2026) and 50% in the third year (2027) based on the relevant performance hurdles as detailed on page 118.
The value stated is the gross amount earned. The number of securities to be issued will be calculated based on the 20-day volume weighted average
price of Serko (SKO) shares on NZX at the time of grant.
YearBase
salary
1
Taxable
benefits
2
SubtotalPay for performanceTotal
remuneration
STI
3
EISS / LTI Subtotal
FY24$439,228$12,246$451,474$137,655
(66% of FY24
STI target)
$420,000 in the form of restricted
share units to be issued
4
$557,655$1,009,129
FY23$432,482$11,186$443,668$193,200
(92% of FY23
STI target)
$335,996 in the form of 123,528
restricted share units issued
( 80% of FY23 LTI target)
$529,196$972,864
CEO Remuneration Earned
The tables below (and accompanying notes) set out the total remuneration and value of other benefits earned by the
Serko CEO relating to the financial period ended 31 March 2024 (as well as 31 March 2023 for comparative purposes).
Some of this remuneration will be paid in FY25 and beyond:
1 Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a carpark and life insurance, which do not
have individually allocated values.
2 Taxable benefits include health insurance.
3 The STI stated was earned in the prior financial year and paid in the stated financial year.
4 Equity-based incentives previously granted to the CEO that vested during the relevant financial period. Refer to table below for more detail. Represents
the NZX closing price of SKO (Serko) ordinary shares on the day prior to vesting, multiplied by the number of securities vested. Vesting was settled via
the issue of new shares.
CEO Remuneration Paid/Received
The tables below (and accompanying notes) set out the total remuneration and value of other benefits received/paid to
the Serko CEO during the financial period ended 31 March 2024, as well as 31 March 2023 for comparative purposes:
116
CEO Target Remuneration
The CEO’s total target remuneration for FY25, with FY24 as a comparison, is as follows:
1 Base salary includes employer contributions towards KiwiSaver at 3%. CEO Darrin Grafton also received a carpark and life insurance, which do not
have individually allocated values.
2 Taxable benefits include health insurance.
3 The increase in base salary for the CEO results from an Executive Remuneration review by AON at the beginning of 2023 and a market review in 2024
of CEO’s in similar companies. The CEO did not receive any increase since the FY22 year.
Year
Base
salary
1
Taxable
benefits
2
Subtotal
Pay for performance
Total
remuneration
STI Executive LTI Subtotal
FY25$519,120
3
$12,613$531,733$252,000
(100% of FY25
STI target)
$504,000 in the form
of restricted share
units to be issued
(100% of FY25
LTI target)
$756,000$1,287,733
FY24$432,600$12,246$444,846$210,000
(100% of FY24
STI target)
$420,000 in the form
of restricted share
units to be issued
(100% of FY24
LTI target)
$630,000$1,074,846
The following equity-based incentives previously granted to the CEO vested during the financial period ended
31 March 2024:
1 Represents the NZX closing price of SKO (Serko) ordinary shares on the day of vesting, multiplied by the number of securities vested. Vesting was
settled via the issue of new shares. Price NZD $3.15 for the 23rd May 2023.
2 Note that grants made in FY22 (relating to FY21 performance) and onwards, had the new vesting schedule of one third per year over three years.
Form of
equity
Grant
year
RSUs
granted
Vested
in FY24
Value on
vesting
1
Remaining
unvested
Final
vesting year
Restricted share unitsFinancial Year 202150,14545,063$141,948—2024
Restricted share unitsFinancial Year 2022
2
35,75211,918$37,542 11,9172025
Restricted share unitsFinancial Year 2023
2
65,32021,773$68,585 43,5462026
Restricted share unitsFinancial Year 2024
2
123,528——123,5282027
Total78,754$248,075178,991
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FY24 CEO Performance Metrics and Outcomes
The CEO’s performance-based remuneration components are assessed annually based on individual performance
and Company performance against a performance scorecard, comprising financial and strategic measures. Individual
key performance metrics were set by the Board at the beginning of the year for the CEO. These related to qualitative
supporting initiatives required to successfully execute against Serko’s strategic objectives.
For FY24, the relative weightings are a 50% weighting each for Financial metrics and Non-Financial obejctives.
The Company measures applied for FY24 were as follows:
1 Each measure has a defined threshold, target and stretch/maximum target. Achievement below the threshold results in 0% outcome for that component.
No STI or LTI is payable if minimum annual gross revenue and cash reserve targets are not met. These gateway targets were met for FY24.
2 This weighting also applied to the EISS, which is only applicable for non-Executive Team members.
Serko ScorecardFinancial MetricsNon-financial Objectives
Strategic goals
FY23-FY25
Total IncomeProfitabilityCustomer TechnologyCulture
FY24 OKR
summary
Make booking for
business easy
Unlock the US
market
EfficiencyBuild travel
software that
people love
Deliver an
exceptional
CX through
experimentation
Adopt next
generation
technology
foundations
The best place
to do your
best work
Target
measurement
1
Total incomeRevenue per
headcount
# of experiments
product delivery
launches in
production in
FY24 against the
growth target
of experiments
through the year
Reduce cost
to serve per
booking
Employee
engagement
STI weighting
2
50% 50%
FY24 result
23%46%
The overall results for FY24 were determined to be 69% for Company performance against objectives.
These calculations are used to determine the Company multiplier applied when assessing incentive performance
outcomes. When assessing the performance outcomes against the pre-agreed objectives and target measures,
the Board gave particular attention to the precision of setting and executing against revenue growth targets in FY24.
118
CEO Pay Relative to Performance
Serko’s Total Shareholder Returns (TSR) over the last five years, as at 31 March 2024, are shown below, along with
incentive payments and equity grants awarded against on-target performance.
1 There were no STI pay-outs awarded for FY20 due to the impacts of Covid-19.
CEO Remuneration (actual as a % of target) over five-year period
Mar-18Mar-19Mar-20Mar-21Mar-22Mar-23Mar-24
-100%
300%
200%
100%
0%
Total shareholder returns
SKO NZX50 MSCI ACWI
Metric2024
($000)
2023
($000)
Change
($000)
Change
%
Total income$71,185$48,025$23,160
48%
Net Profit/(Loss) After Taxation($15,879)($30,540)$14,479
47%
Market capitalisation$473,980$287,859$186,121
65%
Underlying average monthly cash-burn $592$2,718($2,126)
18%
Total
remuneration
% STI awarded
against on-target
performance
STI
performance
period
% LTI awarded
against on-target
performance
Span to
LTI performance
periods
FY24$1,009,12966%FY24100%May 2024 to May 2027
FY23$972,86892%FY2380%May 2023 to May 2026
FY22$722,89850%FY2275%May 2022 to May 2025
FY21$690,56850%FY2173%Aug 2021 to May 2024
FY20
1
$598,8410%FY2056%Sept 2020 to May 2023
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Employee Remuneration
The table below shows the number of employees and former employees of Serko and its subsidiaries, not being
directors of Serko, who, in their capacity as employees, received remuneration and other benefits during the year
ended 31 March 2024 totalling at least NZ$100,000.
The remuneration of employees paid outside of New Zealand has been converted into New Zealand dollars as at
31 March 2024. No employee appointed as a Director of a subsidiary company of Serko (except as noted on page
100) receives any remuneration or other benefits for acting in that capacity.
The table below includes base salaries, STIs, contributions to pension plans and vested or exercised equity-based
payments. The table does not include equity-based incentives that have been granted and have not yet vested.
1 Specifies total number of employees within the range whose remuneration includes equity-based payments that have vested during the period.
Table excludes the executive directors’ remuneration.
Remuneration range
(NZD)
Number of employees whose remuneration
includes vested share-based payments
1
Total number of
employees in range
$100,000 - $110,000921
$110,000 - $120,000918
$120,000 - $130,000620
$130,000 - $140,000915
$140,000 - $150,0001725
$150,000 - $160,0001528
$160,000 - $170,0001319
$170,000 - $180,000915
$180,000 - $190,000811
$190,000 - $200,0001011
$200,000 - $210,00099
$210,000 - $220,00001
$220,000 - $230,00023
$230,000 - $240,00034
$240,000 - $250,00034
$250,000 - $260,00033
$270,000 - $280,00034
$280,000 - $290,00011
$290,000 - $300,00022
$310,000 - $320,00011
$330,000 - $340,00011
$340,000 - $350,00001
$350,000 - $360,00011
$360,000 - $370,00011
$370,000 - $380,00011
$390,000 - $400,00011
$410,000 - $420,00011
$470,000 - $480,00011
$490,000 - $500,00011
$550,000 - $560,00011
$580,000 - $590,00011
$590,000 - $600,00011
$660,000 - $670,00011
$670,000 - $680,00011
$680,000 - $690,00011
$740,000 - $750,00011
$980,000 - $990,00011
Total number of employees and former employees148232
120
1 This figure represents the median base salaries, converted to NZD.
Analysis includes all permanent full-time, permanent part-time
employees and fixed-term employees at full-time equivalent salaries.
2 Based on comparative ratio positioning to remuneration mid points
for salaries by career level.
Gender Pay Gap & Pay Equity
We are committed to ensuring we pay our people
equitably. As of 31 March 2024, Serko’s overall median
global gender pay gap was 13%
1
. This is impacted
by the relative distribution of females and males at
different levels across the organisation.
We are also committed to maintaining pay equity across
all roles at Serko. When benchmarked to the median
market remuneration of our career-level pay bands
for each country, the median remuneration difference
between males and females is less than 1%
2
when
comparing roles of comparable scope and complexity.
Serko’s Pay and Gender Equity Statement can be
viewed at www.serko.com/careers. We also support
the New Zealand Mind The Gap reporting initiative and
contribute to this.
For more information on Serko’s broader inclusion and
diversity initiatives, see our latest ESG Report, located at
www.serko.com/investors.
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Executive Director Remuneration
The executive directors, Darrin Grafton and Bob Shaw, receive remuneration and other benefits in their respective
executive roles as CEO and Chief Strategy Officer (CSO) and, accordingly, do not receive directors’ fees. As detailed
above, the remuneration packages for the CEO, CSO and other Executive Team members are set by the Board to reflect
the scope and complexity of each role, with reference to comparative market data.
The CEO’s remuneration and other benefits are detailed on page 115.
Chief Strategy Officer Remuneration Paid/Received
During the period ended 31 March 2024, the CSO’s variable remuneration components were based on Company and
individual performance against the scorecard detailed on page 122.
The tables below (and accompanying notes) set out the total remuneration and value of other benefits received by
Serko’s CSO during the financial period ended 31 March 2024, as well as 31 March 2023 for comparative purposes:
Chief Strategy Officer Remuneration Earned
The tables below (and accompanying notes) set out the total remuneration and value of other benefits earned by
Bob Shaw relating to the financial period ended 31 March 2024, as well as 31 March 2023 for comparative purposes.
Some of this remuneration will be paid in FY25:
1 CSO Bob Shaw also received a carpark and life insurance, which do not have individually allocated values.
2 Taxable benefits include health insurance.
3 The STI stated was earned in FY23 and paid in FY24.
4 Equity-based incentives previously granted to the CSO that vested during the financial period. Represents the NZX closing price of SKO (Serko)
ordinary shares on the day of vesting, multiplied by the number of securities vested. Vesting was settled via the issue of new shares.
1 CSO Bob Shaw also received a carpark and life insurance, which do not have individually allocated values.
2 Taxable benefits include health insurance.
3 The STI stated was earned in FY24 and will be paid in FY25.
4 The Executive LTI equity-based incentive is intended to be granted in June 2024 for non-cash consideration. The RSUs will vest at 25% in year one
(2025), 25% in year two (2026) and 50% in the third year (2027) based on the relevant vesting hurdles. The value stated is the gross amount earned.
The number of securities to be issued will be calculated based on the 20-day volume weighted average price of Serko (SKO) shares on NZX at the
time of grant.
YearBase
salary
1
Taxable
benefits
2
SubtotalPay for performanceTotal
remuneration
STI
3
Executive LTI
4
Subtotal
FY24$296,569$10,209$306,778$71,484
(48% of FY24
STI target)
$296,000 in the form
of RSUs to be issued
$367,484$674,262
FY23$295,013$9,144$304,157$122,544
(92% of FY23
STI target)
$213,122 in the form of
78,354 RSUs to be issued
(80% of FY23 LTI target)
$335,666$639,823
YearBase
salary
1
Taxable
benefits
2
SubtotalPay for performanceTotal
remuneration
STI
3
EISS/LTI
4
Subtotal
FY24$296,569$10,209$306,778$122,544$158,111 in the form
of 50,194 RSUs
$280,655$587,433
FY23$295,013$9,144$304,157$72,519$76,436 in the form
of 18,873 RSUs
$148,955$453,112
122
Non-Executive Director Remuneration
The fees paid to non-executive directors are structured to reflect the global nature and complexity of Serko’s
business and the time commitment and level of governance required by the Serko Board. In August 2021,
Serko’s shareholders approved a total cap of NZ$600,000 per annum for non-executive directors’ fees for
the purposes of the NZX Listing Rules.
EY Australia has been engaged to conduct an independent review of non-executive directors fees, the outcome
of which is detailed in Serko’s Notice of Meeting. As detailed in the Notice of Meeting, an increase in the
non-executive director fee pool has been sought and will be subject to shareholder approval at the upcoming
Annual Shareholder meeting.
There was no change to the directors’ fees paid in FY24. Accordingly, the following fixed annual fees applied to all
non-executive directors for the year ending 31 March 2024:
Position Fees per annum (AUD)
Board of Directors Chair 140,000
Non-executive directors 95,000
Audit, Risk and Sustainability Committee Committee Chair 20,000
Committee Member 9,000
People, Remuneration and Culture Committee Committee Chair 20,000
Committee Member 9,000
Periodically, by exception, non-executive directors receive special exertion fees for ad hoc committee meetings
attended (for example, in relation to capital raisings or merger and acquisition (M&A) activity) or other additional
work required in addition to their Board and Committee responsibilities. Where special fees are paid, they are required
to fall within the shareholder-approved fee cap. A special exertion fee of $10,000 was approved for Board Chair,
Claudia Batten, to recognise the substantial work undertaken to recruit and appoint Serko’s new Board member,
given Serko does not have a stand-alone Nominations Committee to undertake this work.
Chief Strategy Officer Target Remuneration
The CSO’s total target remuneration for FY25, and FY24 for comparison, is as follows:
1 CSO Bob Shaw also received a carpark and life insurance, which do not have individually allocated values.
2 Taxable benefits include health insurance.
Year
Base
salary
1
Taxable
benefits
2
Subtotal
Pay for performance
Total
remuneration
STI EISS/Executive LTI Subtotal
FY25$310,978$10,515$321,493$150,960
(100% of FY25
STI target)
$301,920 in the form of
RSUs to be issued
(100% of FY25 LTI target)
$452,880$774,373
FY24$296,000$10,209$306,209$148,000
(100% of FY24
STI target)
$296,000 in the form of
RSUs to be issued
(100% of FY24 LTI target)
$444,000$750,209
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* Indicates Chair of the Board/Committee.
1 The figures shown are gross amounts, which have been converted into NZD from AUD and exclude GST (where applicable).
2 Appointed as Non-executive Director as at (and fees payable from) 1 February 2024.
3 The Board approved a special exertion payment for Claudia Batten for the work undertaken for the recruitment and appointment of Sean Gourley as a
Non-executive Director of Serko.
In addition to Directors’ fees, Serko meets costs incurred by Non-executive Directors that are incidental to the
performance of their duties. This includes paying the costs of Directors’ travel. As these costs are incurred by Serko
to enable Directors to perform their duties, no value is attributable to them as benefits to Directors for the purposes of
the above table.
The Non-executive Directors do not receive any performance-based remuneration to ensure incentives do not conflict
with their obligations to bring independent judgement to matters before the Board. However, it is Serko’s policy to
encourage Directors to hold shares in the Company to increase alignment with shareholder interests.
Director shareholdings are disclosed in the Corporate Governance Statement contained in this Annual Report.
No retirement benefits will be paid to Non-executive Directors on their retirement unless required under legislation.
Remuneration and value of other benefits received
1
Name of Director
Non-executive
directors’
Board fees
($NZD)
Audit, Risk and
Sustainability
Committee fees
($NZD)
People, Remuneration
and Culture
Committee fees
($NZD)
Special
exertion fee
($NZD)
Total
remuneration
($NZD)
Total
remuneration
($AUD)
Claudia Batten$150,732 *$9,690$9,690$10,700
3
$180,812$168,000
Clyde McConaghy$102,492$9,690$21,577 *-$133,759$124,000
Jan Dawson$102,492$21,577 *$9,690-$133,759$124,000
Sean Gourley
2
$16,940N/AN/A-$16,940$15,833
Total$372,656$40,957$40,957$10,700$465,270$431,833
Non-executive Directors received the following Directors’ fees, remuneration and other benefits from the Company in
the year ended 31 March 2024:
124
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Glossary
Active Customers: A non-GAAP measure comprising
the number of unmanaged companies who have made
a booking in the preceding 12-month period
ANZ: Australia and New Zealand
ARBP or Average Revenue Per Booking: A non-GAAP
measure. ARPB for travel-related revenue is calculated
as travel-related revenue divided by the total number of
online bookings
ARPCRN or Average Revenue per Completed Room
Night: A non-GAAP measure — comprises the
gross unmanaged supplier commissions revenue
per Completed Room Night for revenue-generating
hotel transactions
Asia Pacific: Vietnam, Thailand, Taiwan, Sri Lanka,
South Korea, South Africa, Singapore, Philippines,
Pakistan, New Zealand, Malaysia, Japan, Indonesia,
India, Hong Kong, China, Bangladesh and Australia
for the purposes of this Annual Report
ASX: ASX Limited, also known as the Australian
Securities Exchange
ATMR or Annualised Transactional Monthly Revenue:
A non-GAAP measure that is based on the monthly
transactions and average revenue per booking (for its
Travel platform revenue) and monthly user charges (for
its Expense platform revenue) annualised
AUD or A$: Australian dollars
Australasia: New Zealand and Australia for the
purposes of this Annual Report
BBZ: An abbreviation of Booking.com for Business
(see above)
Booking.com for Business: A global online travel
booking offering targeting small to medium-sized
companies with Booking.com for Business branding
powered by Zeno
Board or Board of Directors: The board of directors
of Serko
Carbon Intensity: A non-GAAP measure comprising the
total Serko Greenhouse Gas emissions in (tonnes of
CO
2
emitted in the period) relative to the Total Income
($m) earned by Serko over the same period
Cash on hand: A non-GAAP measure comprising
cash and short-term investments
Cloud or cloud-based: Cloud computing is when the
software and associated data is hosted outside the
customer’s premises and delivered over a network
or the Internet as a service, which allows immediate
access to the software
Company or Serko: Serko Limited, a New Zealand
incorporated company
CRN or Completed Room Nights: A non-GAAP measure
comprising the number of unmanaged hotel room
nights that have been booked and the traveller
has completed the stay at the hotel
EBITDAF: EBITDAF is a non-GAAP measure
representing Earnings Before Interest, Taxation,
Depreciation, Amortisation, Impairment, Foreign
Exchange gains/losses and Fair value remeasurements
ESG: Environmental Social Governance
ESG Report: Serko’s Environmental, Social
and Governance Report, available at
www.serko.com/investors
EUR or EUR€: European Euro
FTE: Full-time equivalent
FX: Foreign exchange
FY: Financial year ended, or ending, on 31 March
(unless otherwise stated)
GST: Goods and Services Tax
Headcount: A non-GAAP measure comprising the
number of employees (excluding casual workers and
employees on parental leave) and contractors employed
on the last day of the period
IFRS: International Financial Reporting Standards
126
Independent Directors: Claudia Batten, Clyde
McConaghy, Jan Dawson and Sean Gourley
IPO: Initial Public Offering Listing: The date Serko
shares started trading on the NZX Main Board,
24 June 2014
Managed customers: Companies that make online
bookings through travel management companies.
NDC or New Distribution Capability: A data
exchange format for airlines to create and distribute
relevant offers to the customer regardless of the
distribution channel
Non-GAAP: Financial Information that does not have
a standardised meaning prescribed by NZ GAAP
NORAM: North America
NZ: New Zealand
NZD or NZ$: New Zealand dollars
NZ GAAP or GAAP: New Zealand Generally
Accepted Accounting Practice
NZ IFRS: New Zealand equivalents to International
Financial Reporting Standards
NZX: NZX Limited, also known as the New Zealand
Stock Exchange
NZX Listing Rules or Listing Rules: The Listing Rules
applying to the NZX Main Board as amended from
time to time
NZX Main Board: The New Zealand main board equity
security market operated by NZX
Online Bookings: A non-GAAP measure comprising
the number of travel bookings made using Serko’s
Zeno and Serko Online platforms
Operating expenses: A non-GAAP measure
comprising expenses, excluding costs relating to
taxation, interest, finance expenses and foreign
exchange gains and losses
PD&D or Product design and development costs:
A non-GAAP measure representing the internal and
external costs related to the design, development
and maintenance of Serko’s platforms, including
costs within operating expenses and amortisation.
It excludes capitalised development costs
R&D: Research and Development expenditure
SaaS: Software-as-a-service
Serko Expense Management: Serko’s online
expense management solution that enables the
capture and processing of corporate credit cards
and out-of-pocket claims
Serko Mobile: Serko’s mobile app for iPhones and
Android devices that gives users access to information
and travel booking functionality on their mobile devices
Serko Online: Serko’s legacy cloud-based online
travel booking solution for large organisations
SME: Small and medium enterprise
TMC, Travel Agency or Travel Management Company:
A travel management company that provides
specialised travel-related services to corporate
customers
Total Spend: A non-GAAP measure comprising
operating expenses and capitalised development costs.
It excludes depreciation and amortisation
Total travel bookings: Includes both online and
offline bookings. Offline bookings are system
automated bookings
Underlying cash flow: A non-GAAP measure comprising
cash flows excluding movements between cash and
short-term investments, cash flows related to capital
raises and exceptional items from a timing perspective
Unmanaged customers: Companies who make online
bookings through Serko’s Booking.com for Business
platform.
USD or US$: United States dollars
Zeno: Serko’s premium cloud-based online travel
booking platform
Zeno Expense: Serko’s Expense management solution
$: All figures are in New Zealand dollars, unless
otherwise stated
127
gLOSSary
Company Directory
Serko’s ESG Report can be found at www.serko.com/investors.
Serko is a company incorporated with limited liability under
the New Zealand Companies Act 1993
New Zealand Companies Office registration number 1927488
Australian Registered Body Number (ARBN) 611 613 980
For investor relations queries contact: investor.relations@serko.com
Registered office
New Zealand
Saatchi Building
Level 1, 125 The Strand
Parnell
Auckland 1010, New Zealand
+64 9 309 4754
Australia
Boardroom Pty Limited
Level 12, 225 George Street
Sydney 2000
NSW, Australia
Principal Administration Office
New Zealand
Saatchi Building
Level 1, 125 The Strand
Parnell
Auckland 1010, New Zealand
+64 9 309 4754
Australia
Level 8, 75 Elizabeth Street
Sydney 2000
NSW, Australia
+61 2 9435 0380
Share Registrar
New Zealand
MUFG Corporate Markets (formerly
Link Market Services Limited)
Level 30, PwC Tower
15 Customs Street West
Auckland 1010, New Zealand
+64 9 375 5998
serko@linkmarketservices.co.nz
Australia
MUFG Corporate Markets (formerly
Link Market Services Limited)
Level 12, 680 George Street
Sydney 2000
NSW, Australia
+61 1300 554 474
DirectorsAuditor
Claudia Batten (Chair)
Jan Dawson
Darrin Grafton
Robert (Clyde) McConaghy
Robert (Bob) Shaw
Sean Gourley
Deloitte Limited
Deloitte Centre
80 Queen Street
Auckland 1040, New Zealand
+64 9 303 0700
128
COMPany dirECtOry
annual report 2024 · Serko Limited
serko.com
---
ESG Report
Serko FY24
Including Climate-Related Disclosures
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
2
Serko believes in the power of being face-to-face.
Our purpose is to bring people together. Our vision
is a connected, frictionless travel experience.
To deliver that, we’re building the world’s leading
business travel marketplace — connecting business
travellers everywhere with the content, information
and services they need at every stage of the journey.
We bring
people together
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
As we grow and connect increasing numbers of
business travellers, we are committed to doing what
is right for our business, people, customers, investors
and communities. We believe strong ESG practices
give Serko its social licence to operate, as well
as creating long-term value for our business.
Working
towards a
sustainable
future
3
02
FY24 achievements
and highlights
.............8
01
Our approach
to sustainability
...........5
This ESG report and Climate-related
Disclosures provides Serko’s stakeholders
with a view of the Company’s ESG
performance and activities in the
year ended 31 March 2024 (FY24).
In our Climate-related Disclosures (Appendix 1), we have elected
to apply several adoption provisions to ensure compliance with the
Aotearoa New Zealand Climate Standards. These are described on
page 41. Taking the applied adoption provisions into account, Serko
is compliant with the Aotearoa New Zealand Climate Standards.
This report was approved by the Board of Serko Limited on
28 May 2024 and is accurate as of that date. The Board does not
undertake any obligation to revise this report to reflect events or
circumstances after this date, other than in accordance with the
continuous disclosure requirements of the applicable listing rules.
Serko’s FY24 Annual Report also contains related additional
information including its Corporate Governance Statement,
Remuneration Report and Risk Reporting. A copy of our
Annual Report is available at www.serko.com/investors.
Contents
05
Governance . . . . . . . . . . . . . .33
Succession planning ..........................35
Aligning executive remuneration .......36
Embedding risk management ...........37
Improving stakeholder engagement ...38
06
Appendix . . . . . . . . . . . . . . . . .39
1. Climate-related Disclosures ............40
2. Greenhouse gas (GHG) inventory ...59
04
Social . . . . . . . . . . . . . . . . . . . . . .14
Stories from our people .....................23
Our communities...............................29
Our supply chain ...............................32
03
Environment . . . . . . . . . . . . .09
Our climate approach .......................10
FY24 progress ...................................11
Climate disclosure report and
Greenhouse gas (GHG) inventory ........12
5
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
5
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
01. Our approach to sustainability
5
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
01. Our approach to sustainability
In FY24 we engaged
external advisers to help us
understand and prioritise
the environmental, social,
governance and commercial
areas that matter most
to our stakeholders and
our business.
The materiality assessment provides a strong
foundation for our strategy. By identifying and
ranking the material topics, we are ensuring
our strategy focuses on areas with the greatest
impact and that we can communicate our
progress more effectively.
The assessment involved more than 70
stakeholders in the following process:
• interviews with 15 key stakeholders to develop
a set of 24 material topics. Stakeholders
included key customers, investors, Serko
board members, management and staff;
• online stakeholder survey with the wider
stakeholder group to rank the topics for
importance; and
• internal workshop to rank the topics in
relation to their impact on Serko’s business.
What matters most
To our stakeholders and our business
The material topics identified by our stakeholders
covered a range of areas important to Serko’s
sustainability journey. These findings are aligned
with our focus to improve our sustainability
efforts and manage our risks.
The outputs of this work have been summarised
overleaf, which shows the link between key
material topics and where we are focusing
our efforts.
As we refresh our ESG approach in FY25, the
results of this materiality assessment will play
an important role in ensuring we are prioritizing
and allocating resources to the right areas.
6
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
6
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
01. Our approach to sustainability
This matrix indicates where
we should be focusing our
efforts and resources.
All the topics on the matrix are
important, with the lowest rating still
being 7.2 out of ten. In FY25, we will
provide a further update on the key
initiatives undertaken in service of the
priority areas, with heightened focus
on those that are categorised as highest
business impact and highest importance
to our stakeholders.
Materiality matrix
Multi-market access (risk)
Sustainable financial performance
Business continuity planning
Waste minimisation
and circular economy
Cultural and indigenous engagement
Collaboration and partnerships
Employee attraction, development and retention
Investing in our communities
Disruptive technologies
Inclusion and diversity
Serko as sector leader
Governance (ESG)
Ethical and resilient supply chain
Climate related business risk
Sustainability mindset
Carbon footprint
Communication and
relationship management
Consumer preferences
Product development and innovation
Cybersecurity and data protection
Legal complianceEthical conduct
Employee health, safety and wellbeing
Future of work
Stakeholder importance
(Survey results)
Business Impact
(Business Impact Workshop)
Low
Low
High
High
7
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
7
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
01. Our approach to sustainability
As we grow, we believe strong
ESG practices give Serko its
social licence to operate, as
well as creating long-term
value for our business.
The table opposite shows the key drivers
of our sustainability strategy, our ESG
priority areas and how they align with
the United Nations (UN) Sustainable
Development Goals (SDGs).
The SDGs are a set of global
sustainability initiatives set by the UN.
At Serko we see the SDGs as a way to
see which areas of sustainability we are
directly contributing to and how they relate
to a larger vision for positive change.
How we approach sustainability
Our driversOur objectives
Our focus areas (key material topics)
United Nations Sustainable Development Goals
Trusted by our customers,
employees, investors
and partners
• Cybersecurity and data protection
• Business continuity planning
• Legal compliance
• Ethical conduct
• Ethical and resilient supply chain
• Our environmental footprint (carbon, waste)
• Investing in our communities
• Consumer preferences
• Sustainable financial performance
• Multi-market access (risk)
• Serko as a sector leader
Create an environment
where people can do
career-defining work
• Enablement of organisational effectiveness
• Employee attraction, development and retention
• Health, safety and wellbeing
• Diversity and inclusion
• Cultural and indigenous engagement
To adapt to rapid change
and deliver sustainable
and innovative products
to our customers
• Product development and innovation
• Sustainability mindset
• Employee attraction, development and retention
• Enablement of organisational effectiveness
• Serko as a sector leader
• Disruptive technologies
Being a brand
you can count on
Continuously
innovating
Powering our
people
8
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
8
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix02. FY24 highlights
We have continued to
strengthen our ESG practices
over the past year and are
pleased to report progress in
the following sections of this
report. Here is a summary
of our key areas of focus
and improvement.
FY24 progress and highlights
Environment
• Completion of our inaugural mandatory
Climate-related Disclosures under the
Aotearoa New Zealand Climate Standard
reporting framework
• Improved carbon intensity performance
from 11.68 to 9.82 (tCO
2
e of GHG emissions
per $m of total income)
Social
• New Guiding Principles introduced to guide
our behaviours, decisions and actions
• High employee engagement, up from 72% in
FY23 to 78% in FY24
• Internal appointments for new or existing roles
increased to 29%, up from 17% last year
• Serkodians invested 1,800 hours of their
time in our ‘Day of Community’
• Achieved Advanced GenderTick accreditation
• Maintained a less than 1% median remuneration
difference between males and females
when comparing roles of comparable scope
and complexity
Governance
• Improved capability in our Board and
Executive team
• Refreshed executive remuneration structure
• Strengthened risk management
practices through the business
• Materiality assessment completed,
identifying areas that matter most to
our stakeholders and business
• Strengthened stakeholder engagement
9
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
9
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
Environment
Section 03
9
03. Environment
10
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix03. Environment
03. Environment
Our approach to climate
change and the environment
As a technology company,
Serko operates in an online,
office-based environment.
Our direct environmental
footprint is relatively small and
made up largely from third-
party data centres, office energy
consumption, employee travel
and the typical consumables of a
technology business. Regardless,
we are committed to continually
improving our efficiency and
reducing our impact on the
environment.
Where we believe we can make the most
impact is with our customers and within our
sector – business travel. We believe there is a
significant opportunity to play a role in reducing
the environmental impact of business travel
by providing technology that enables and
encourages our customers to make smart,
sustainable decisions.
In addition to our commitment to understand
and reduce our own carbon footprint intensity,
we will continue to explore more options
for sustainable travel and improve existing
products in ways that enable customers to
make informed and positive choices.
Serko staff volunteering for the Motuihe Island Restoration Trust
10
11
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
11
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
11
01. Our approach to sustainability 02. FY24 highlights03. Environment03. Environment04. Social05. Governance06. Appendix
FY24 progress
A continuation of our climate
reporting journey
Key
Governance
Strategy
Serko's three-year roadmap
articulates our journey as
we integrate climate-related
disclosure requirements into key
business processes, including
strategy, governance and
allocation of capital.
Over the past two years we have made
significant progress towards the establishment
of our climate governance, strategy and risk
management practices, and the development
of metrics and targets to measure our progress
now and into the future. This work has laid a
solid foundation for Serko to establish and
embed good practice.
* with some Year 1 exemptions
Second reporting
period
First reporting
period
*
Voluntary
disclosure
FY25FY24FY23
G
Formalise and document governance
structure and management accountabilities
for climate-related matters at Serko
S
Undertake desktop analysis of physical and
transitional climate impacts likely to have
material effects on Serko’s business
S
Consider Serko’s short, medium and
long-term horizons
R
Describe the process for identifying, assessing
and managing climate-related risks
M
Begin reporting Scope 1, 2, 3 GHG emissions
S
Quantify financial impacts
S
Develop transition and adaptation plans
R
Establish and describe the process for
risk monitoring
M
Monitor, report and set targets for the key
metrics identified to monitor progress
on strategy aspects
G
Integrate sustainability strategy into Serko's
business strategy (in progress)
S
Identify temperature-based scenarios to use
alongside 1.5 degree Celsius scenarios and
determine scope of scenario analysis
S
Conduct climate scenario analysis process
and document the findings
R
Describe the scenario analysis
process externally
M
Set targets for emissions intensity reduction
M
Develop climate-related metrics and targets
(financial and non-financial) to support the
delivery of our ESG Programme
Risk management
Metrics and targets
12
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
12
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
12
03. Environment
Climate disclosure report and Greenhouse Gas (GHG) Inventory
Climate Reporting
Serko is a climate-reporting entity under
the Financial Markets Conduct Act 2013. Our
inaugural mandatory climate-related disclosures
are provided in Appendix 1 of this report and
covers our progress between 1 April 2023 and
31 March 2024. They have been completed in
accordance with the Aotearoa New Zealand
Climate Standards issued by the External
Reporting Board.
Our climate governance,
including Board and
management oversight
Our climate strategy,
which includes scenario
analysis, identification of risks
and opportunities and their
anticipated impacts, and how
we will position ourselves for
a low-emissions future
Our risk management,
which includes our risk
identification, assessment,
monitoring and mitigation
processes
Our metrics and targets, which
enable us to measure and
manage our climate-related
risks and opportunities and
provide a basis for comparison
03040201
In accordance with the Climate Standards, we have reported on:
13
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
13
03. Environment
03. Environment
GHG emissions overview
The growth in emissions between FY24 and FY23 reflects
growth in Serko’s business travel as we grow and scale in
the European and US markets. Ongoing business travel plays
a critical part in ensuring our respective management teams
remain well connected and aligned on growth strategies through
a balance of in-person and virtual sessions. We have focused
on improving the efficiency of our hosting environments (22%
reduction in emissions in FY24) and we have advocated for
more office-based work to improve the connection, wellbeing
and productivity of our teams, which has seen an increase in
staff commuting and reduction in working from home.
The Scope 3 emissions in the table include upstream emissions
only. Serko is a provider of SaaS (Software-as-a-service)
travel platforms so we estimate that our Scope 3 downstream
emissions will be de minimus given that the incremental GHG
emissions from the end user's computing time while making
a travel booking will be very small and difficult to measure.
Serko is not the supplier of travel for customers who book
via our online travel platform. However, as a company providing
a travel booking platform that is used by thousands of
organisations around the world, we have a role to play
in supporting the consideration by our customers to make
lower impact travel decisions and develop more sustainable
travel programs.
This full GHG emissions inventory report is contained in
Appendix 2 of this ESG Report.
tCO
2
e per $m of
Total Income
FY22
FY23
FY24
14.94
11.68
9.82
Serko’s location based GHG emissions for FY22, FY23 and FY24
1,2
1
The Upstream Scope 3 subcategories included are subcategory 1 (purchased goods and services), 3 (Fuel- and energy-related activities), 6 (Business travel) and 7 (Employee commuting).
Categories 2 (Capital goods), 4 (Upstream transportation and distribution) and 5 (waste generated in operations) are considered de minimus and have been excluded. Serko has no
leased assets (category 8).
2
As defined in the NZ Climate Standards, Scope 1 are Direct GHG emissions from sources owned or controlled by the entity. Scope 2 are Indirect GHG emissions from consumption of
purchased electricity, heat or steam. Scope 3 represents other indirect GHG emissions not covered in Scope 2 that occur in the value chain of the reporting entity, including upstream and
downstream GHG emissions. As defined in the NZ Climate Standards, Scope 3 categories are purchased goods and services, capital goods, fuel-related and energy-related activities,
upstream transportation and distribution, waste generated in operations, business travel, employee commuting, upstream leased assets, downstream transportation and distribution,
processing of sold products, use of sold products, end-of-life treatment of sold products, downstream leased assets, franchises, and investments.
600
FY22FY23FY24
500
400
300
200
100
50
282 tCO
2
e
561 tCO
2
e
699 tCO
2
e
FY24
0% Scope 3 T&D Losses, 3 tCO
2
e
6% Scope 3 Working from home, 39 tCO
2
e
9% Scope 3 Staff commuting, 62 tCO
2
e
65% Scope 3 Business travel, 455 tCO
2
e
13% Scope 3 Azure hosting, 92 tCO
2
e
6% Scope 2 Purchased energy, 41 tCO
2
e
1% Scope 1 Purchased natural gas, 7 tCO
2
e
FY23
0% Scope 3 T&D Losses 2 tCO
2
e
9% Scope 3 Working from home 52 tCO
2
e
6% Scope 3 Staff commuting 32 tCO
2
e
54% Scope 3 Business travel 303 tCO
2
e
21% Scope 3 Azure hosting 118 tCO
2
e
9% Scope 2 Purchased energy 48 tCO
2
e
1% Scope 1 Purchased natural gas 6 tCO
2
e
FY22
1% Scope 3 T&D Losses 2 tCO
2
e
22% Scope 3 Working from home 63 tCO
2
e
5% Scope 3 Staff commuting 13 tCO
2
e
16% Scope 3 Business travel 44 tCO
2
e
38% Scope 3 Azure hosting 109 tCO
2
e
16% Scope 2 Purchased energy 45 tCO
2
e
2% Scope 1 Purchased natural gas 6 tCO
2
e
14
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
14
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
Social
Section 04
14
04. Social
15
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
15
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
15
04. Social
Serko culture
At Serko our purpose is to bring people
together. All Serkodians are given the
opportunity to do career-defining work
and be part of a team of passionate
travellers and technologists who are
building world-leading business travel
solutions for our customers and partners.
Our culture is anchored by a clear Company purpose,
vision and guiding principles to create belonging. These
principles guide our behaviours, decisions and actions.
They define how we operate together as a team internally,
as well as how we interact with our customers and partners
externally. They manifest through the everyday experiences
in our hiring, decision-making processes and define
our leadership methods.
Be a good human
We show up as our true
selves. We embrace
the diversity of people,
thought and culture.
We work intentionally to
create a positive impact.
Boldly go beyond
We challenge the status
quo to make the impossible,
possible — for ourselves,
our customers and
our partners.
Dare to simplify
We challenge ourselves
to create simplicity
where complexity exists.
Win together
We celebrate success as
a collaborative journey.
We work together as
one team to transform
individual ideas and
strengths into innovative
solutions for Serko and
our customers.
Our Guiding Principles
16
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
04. Social
Measuring our engagement
At Serko, we measure engagement in terms
of our peoples' commitment to, and connection
with, our Company. We focus particularly on
areas that are important to them, such as
alignment, leadership, inclusion, frictionless
work, career development and wellbeing.
Our monthly pulse survey provides regular feedback
and allows real-time actionable adjustments. High levels
of participation (around two-thirds of Serkodians participate
in every check-in) are in themselves a strong indicator of
engagement, as well as allowing us to be confident in our data.
Our annual engagement survey also allows us to track progress
using a consistent set of indicators over a longer period.
We are proud of our consistently high levels of engagement.
Serkodians continue to express a strong sense of belonging
(85%), pride in working for Serko (84%) and 81% of employees
“recommend Serko as a great place to work”. These scores
reflect the success of our continued commitment in fostering
an environment where people are able to show up as their authentic
selves, where all points of view contribute to winning together
and where everyone has the opportunity to do impactful work.
85%
Serkodians express a
strong sense of belonging
84%
Serkodians are proud
to work for Serko
81%
Serkodians “recommend Serko
as a great place to work”
16
17
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
17
04. Social
17
Inclusion and diversity
At Serko we believe that an inclusive
work environment is not only the right
thing to do, it is a business imperative
that strengthens our ability to best
serve ourselves, our customers
and partners
We embrace all diversity – whether thought,
ethnicity, culture, skills and the perspectives
of our team. While we recognise that we are
on a journey, we are proud to be an equal
opportunities employer.
Our Inclusion and Diversity Policy articulates
our commitment to achieving diversity in the
skills, attributes and experience of everyone
at Serko — Board members, management,
and staff — across a broad range of criteria
(including, but not limited to, culture,
gender, sexual orientation and age).
Our key commitments are:
01
Attracting diverse
talent and having
equitable hiring
practices
04
Actively support
flexible and hybrid
ways of working
02
Providing equal pay
for equal work
03
Systems approach
to redesigning our
ways of working to
mitigate bias through
the power of data
18
01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
18
04. Social
Goal & statusFY24 achievements
Inclusion
Increase conscious
awareness on
behavioural inclusion:
inclusive mindsets,
skillsets and
relationships
// In progress
• Inclusion practices were further embedded in our ways of working and stated as an explicit
expectation in our Guiding Principles
• Advanced Gender Tick Accreditation awarded in recognition of enhancements to our benefits, policies,
and processes to increase gender equity and inclusion
• Improved engagement score of 77% for female, up from 66% in FY23
• Two Business Resource Groups introduced to provide community and voice for the females of Serko;
and to encourage the education and speaking of Te Reo in our workplace
• Completion of Te Ao Māori ‘Te Kaa’ course with Maurea by a cohort of leaders as we work to
increase cultural competence
• Improved understanding of Serko’s performance on inclusion measures through active listening
to the voice of employees:
–91% of Serkodians agree that their team has a climate in which diverse perspectives are valued
(88% in FY23);
–90% believe Serko hires people from diverse backgrounds (87% in FY23); and
–79% of Serkodians agree that everyone has an equal opportunity to succeed at Serko (75% in FY23)
Diversity
Elevate gender
diversity at Serko
Gender diversity
target 40:40:20
// In progress
• Overall female representation at 37.5%
• Continued investment in female leadership development, with the ‘Women Rising’ programme
• Serko Pay and Gender Equity statement is revised twice a year, reflecting commitment to
Pay Equity and resolving the Gender Pay Gap
In FY22 we stated our commitment
to behavioural inclusion and creating
an environment where Serko employees
feel they can be their true authentic selves.
We set measurable objectives annually that
reflect this commitment and report progress
against those regularly to the Board.
We have made considerable progress.
The table on this page summarises our progress
over the past year and the initiatives in place to
ensure an inclusive work environment today and
into the future.
Looking ahead, in FY25 we will continue working
towards inclusion with a broader focus on:
• achievement of our stated Gender
Targets of 40:40:20;
• improved representation of Māori and Pacific
Peoples from <1% to 2% of our workforce;
• completion of Allyship training by 100% of
employees; and
• maintaining our Pay Equity Gap at less than
1% and reducing our Gender Pay Gap from
13% to 12%.
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Gender diversity target
In 2021 we set a gender diversity target of
40:40:20 to be achieved by the end of FY24
across a) the Board; b) overall employees;
c) non-executive directors; d) executives;
and e) people leaders. Achievement of the
target was defined as having 40% female
representation. We have continued to maintain
a similar workforce composition of male,
female and non-binary in FY24 as in FY23.
• We increased our female Executive
representation from 22% in FY23 to 29%
in FY24 with the appointment of a female
Chief Revenue Officer.
• Female representation at Non-executive
Director level reduced from 66% to 50% due
to the appointment of an additional Board
Member (male Non-executive Director)
effective February 2024. This remains within
the target range indicated.
Although we have not yet achieved our
gender diversity target, we are continuing to
strive toward this goal and are making progress
in meaningful ways.
Gender diversity by group
All workforce
Female
37.5%
Male
62.2%
Non-binary
0.3%
All directors
67%33%
Non-executive directors
50%50%
Executives
71%29%
People leaders
66%34%
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Our total headcount decreased by 5% in FY24
from 364 to 347 and our voluntary turnover
decreased from 19% in FY23 to 11% in FY24.
Serkodians have a broad range of age and
experience (from early 20s to mid-60s), with
nearly half of our workforce (45%) in the
35–44 age group.
Ethnic representation is broadly balanced and
we are proud to have 20 nationalities represented
at Serko, an increase from 17 in FY23.
The average tenure of employees has
increased, with 37% of Serkodians being
with the Company for more than four years
(29% in FY23). Conversely, those with
less than a year of tenure dropped from
28% in FY23 to 13% in FY24.
Workforce compositionAge rangeEthnicityLength of service
35%
26%
5%
2%
6%
25%
Less than 1 year (13.2%)
1 year (23.8%)
2—3 years (25.8%)
4—5 years (18.5%)
6—9 years (8.5%)
10+ years (10.3%)
Casual (0.3%)
Consultant (2.2%)
Contractor (2.7%)
Fixed Term (1.4%)
Full Time (88.0%)
Parental Leave (1.1%)
Part Time (2.5%)
Vendor (1.9%)
Asian (34.6%)
European/Caucasian (27.0%)
Māori & Pacific Peoples (0.9%)
Two or more races (3.2%)
Middle Eastern (0.3%)
Prefer not to say (26.4%)
Indian (6.5%)
Latin American (1.2%)
18—24 (1.8%)
25—34 (27.9%)
35—44 (44.9%)
45—54 (19.4%)
55—64 (5.6%)
65+ (0.3%)
Private (0.3%)
Our workforce
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Remuneration & work practices
Pay for performance
We support a pay-for-performance culture
where employees are rewarded for individual and
overall Company success, and our remuneration
framework ensures that higher performance
has higher-level reward. Detailed information
is provided in the Remuneration Report
contained in the FY24 Annual Report available
at www.serko.com/investors.
We are committed to equal pay for equal work
and are continually reviewing our practices
to ensure pay equity for our people. Our Pay
and Gender Equity Statement sets out our key
practices, as well as disclosing our pay equity
status. As at March 2024, our median market
remuneration gap (based on like-for-like job type
and career levels) was less than 1%; and our
overall organisational gender pay gap was 13%.
Flexible working practices
We continue to support hybrid working at Serko.
This is based on employee preferences and our
desire to ensure we are enabling Serkodians to do
their best work. Our annual engagement survey
results shows again that the majority of our
employees (79%) feel that our flexible working
policy enables them to balance collaboration
and focus time well.
12%
2023
13%
2024
Organisational
gender pay gap
<1%
2023
<1%
2024
Median-market
remuneration gap
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04. Social
Career development & pathways
Promoting internal mobility
We are committed to empowering our
employees to realise their potential through
internal mobility and development. In FY24, we
have been particularly focused on supporting
internal progression for Serkodians through
offering new career opportunities within
the organisation.
Last year we set ourselves the target of
increasing internal appointments for new or
existing roles from 17% (FY23) to 30% (FY24).
We are pleased to report that we filled 29% of
roles internally in FY24, this included internal
promotions and lateral movement into new
open roles.
In FY25, we will continue to promote
our internal Talent Marketplace and provide
career opportunities to Serkodians.
Learning pathways
We continue to establish learning
pathways linked to career development, with
direct on-the-job learning and application. These
learning pathways are being developed through
the power of the Udemy platform.
Udemy is fast tracking the development of
interpersonal skills and general business skills,
as well as technical skills. Since the introduction
of Udemy, Serkodians have completed over
3,000 hours of learning, 87% of which has been
in developing skills aligned with our Technology
Radar. Of this, 10% of all learning has been on
business skills.
In addition to providing 24/7 access to learning
through Udemy, we are also encouraging
continuous learning opportunities by providing
dedicated learning time, as well as dedicated
budget per employee for external development.
As a result, we have seen a significant
shift in our monthly pulse survey score for
“I have access to the learning and development
I need to do my job well”, which improved from
66% favourable in our FY23 annual employee
survey, to 82% favourable in our FY24 survey.
In FY25, we will build out more learning
pathways across multiple disciplines to enrich
the learning experience, whilst also investing
in people management and leadership skills
through different initiatives.
17%
2023
29%
2024
Internal appointments for
new or existing roles
66%
2023
82%
2024
Access to learning and
development
3,000+
Hours of learning
completed by Serkodians
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Social
At Serko we believe in the power of bringing people together
to create and deliver great customer outcomes through
technology. We asked some of our people in different parts
of our business to share what being a Serkodian means
to them and why they find working at Serko interesting.
Stories from
our people
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04. Social
I have been a software engineer for a
decade now. I jumped at the chance to
join Serko and have the opportunity to
build a design system right from the
early stages, which is rare.
It was an interesting challenge to shift my
mindset from a feature delivery perspective
to enabling our internal teams to build great
User Interfaces. The work is both challenging
and rewarding and pushes me beyond my
comfort zone.
I have always been interested in owning my
own projects and Serko has provided me
with mentorship and pathways to explore my
capabilities both in and out of my day-to-day
role. I have been able to hone my technical
skills, develop my leadership capability
and even co-found a startup.
At Serko, I feel valued and supported. Being
mentored has allowed me to grow and feel
supported to explore different areas of
personal and professional interest, including
being selected as part of the ‘Women Rising’
programme, which I’m very excited about.
I think it’s rare to have this level of support,
which is why it feels really meaningful to be
part of the Serko team.
My decision to join Serko about
a decade ago was motivated by a
desire for a change in my professional
environment, coupled with my
enthusiasm for travel.
Prior to joining Serko, I didn’t have a lot
of background in software development.
I joined Serko as a Software Support Analyst
in China mid-2014 and found a refreshing
work environment that fostered both
personal and professional growth.
I believe continued improvement is baked
in Serko’s genes. After being promoted to
Team Lead in Xi’an, I was offered a life-
changing opportunity in 2019 to relocate
to the Auckland office. In 2021, I was one
of a small team who onboarded Zendesk
to modernise Serko’s 'in-house' ticketing
system, which I was also involved in building.
This experience fuelled my passion for
product management delivering customer
value, and I’m now a Business Analyst
in the Product team.
As a Serkodian, I find fulfilment in working
alongside talented individuals who share a
passion for the industry. Serko is not just
a workplace; it’s where I can authentically
contribute my skills while surrounded
by a community dedicated to innovation
and excellence.
Julia Bower
Senior Software Engineer
in Software Engineering
Nemo Zheng
Business Analyst
in Product
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04. Social
Before joining Serko in 2022, I was a
Functional Analyst for House of Travel
Holdings and interacted with many
Serkodians.
I saw an incredible opportunity with Serko to
learn and grow while putting my extensive
travel and tourism expertise to good use.
This has proven to be the case — my journey
so far has been very rewarding, and I have
recently been promoted to Product Manager.
The most interesting challenge has been
adapting to working with an Engineering
team based in Xi’an, China. I’ve loved
working with them and greatly admire their
dedication, work ethic and sense of humour.
For me, what sets Serko apart is the Aroha
(love, compassion, respect and empathy)
many Serkodians have shown towards me
or that I’ve seen them bestow upon others.
As someone who grew up in a multicultural
home where Māori and European ways of
life were valued equally and who, relatively
late in life, has come to accept their identity
as a takatāpui (non-binary transgender),
it is important to me that my workplace is
somewhere that encourages and celebrates
diversity. It helps me to continue to show
up every day motivated to deliver career-
defining work that makes a difference for
those I care deeply about, our customers
and my colleagues.
I joined Serko in 2021 as a contractor,
bringing my Design Systems experience
to establish a strategy that would later
lead to the founding of our Design
System team.
I have a passion for solutions that put
the customer first, and my guiding focus
is on the positive impact a well-executed
experience can offer. After working on some
key projects, I could clearly see how a more
holistic approach to delivering customer
experiences to the web could also lead to
a great developer experience.
In 2023 I joined Serko full time as a Senior
Principal Engineer to continue delivering
on those opportunities. Serko has
provided me with the opportunity to move
into technical leadership and I love the ability
I have here to shape decisions, support them
and see them come to life.
I deeply value the unity and aligned drive to
success I feel at Serko. Serkodians look out
for one another and offer genuine support
to help achieve your goals and deliver value
for the organisation. There is a sense of
momentum and drive here that allows us
to tackle challenging problems and push
through friction, and I find this incredibly
rewarding.
Ngahina Williams
Product Manager
in Product
Jannis Gundermann
Senior Principal Software Engineer
in Technology
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My experience at
Serko has been truly
eye-opening. It has not
only strengthened my
skills but also nurtured a
mindset geared towards
ongoing growth.
Selena Wu • FY24 intern
Developing the next
generation of tech talent
Our FY24 Intern Programme
welcomed another six technology
students through the Summer
of Tech initiative, with a focus
on cultivating fresh ideas and
nurturing emerging tech talent.
Over 10 weeks, our interns gained hands-on
product development experience, working closely
with cross-functional teams from Engineering,
Product, and Design. The programme gave
them access to executive meetings, mentorship
and their own project to work on, which was
presented incredibly well at a dedicated
company-wide meeting.
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Employee health,
safety and wellbeing
Our Health and Safety policy is
reviewed annually and the Board
reviews progress against our Health
and Safety objectives at every
Board meeting.
With the nature of work in our organisation
being primarily sedentary, we have identified
our key critical health and safety risks as mental
wellbeing/stress and office-related hazards.
Our approach to managing health, safety
and wellbeing focuses on engaging with people
across our business to ensure a safe and healthy
working environment for everyone. This year
we have:
• Continually identified, assessed and
controlled possible risks to the health
and safety of people that may arise
in the workplace.
• Provided training to raise awareness of
potential hazards and involved our people in
health and safety decisions that affect them.
• Assessed individual needs before
employees join Serko to ensure they
have safe workstation setups.
• Through our monthly pulse survey we
monitored pressure and unhealthy levels of
stress experienced in the work environment
as reported by our teams.
• Monitored and promoted our EAP (Employee
Assistance Programme) to assist those who
may have personal or work-related challenges.
• Proactively found opportunities to improve
the health and wellbeing of people at Serko,
to align with Serko’s culture.
Measuring our performance
We measure our overall health and
safety performance against two key metrics —
Lost Time Injury Frequency Rate (LTIFR 1) and
Lost Time Injury Incident Rate (LTIIR 2). These
respectively measure the rate of LTIs per million
hours worked and per number of employees.
The graphs over show our five-year performance
for these measures.
We are proud to have achieved a very low
incident of lost time injuries (LTIs) over the
past five years. This year we had just one LTII
resulting in an LTIFR score of just 1.5 incidents
per million hours worked and an LTII rate of 0.3
(number of employees injured as a proportion
of the number of employees).
LTIFR
LTIIR
FY20FY21FY22FY23FY24
0.8
1.0
0.6
0.4
0.2
0
FY20FY21FY22FY23FY24
4.5
3.5
2.5
1.5
0
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04. Social
Mental health and wellbeing
Our aim is to create the right conditions where
employees have the support and the tools
they need to thrive. This includes managing
day-to-day pressures to a healthy level of stress,
creating an environment to enable people to do
their best work and be an architect of their own
performance, wellbeing and career.
Our mental health and wellbeing programme has
been in operation for several years. Each year we
have encouraged our people to engage in a range
of initiatives. This year's initiatives included:
• Introduction of Mental Health First Aiders to
support us in identifying and referring people
appropriately who may be facing distress or
crisis mental health situations.
• Continuation of our Mindfulness training
practice sessions in partnership with
BlueSkyMinds.
• Guest speakers on the topics of menopause,
supporting women at this stage of their life,
as well as men’s health topics of mental
health and wellbeing and prostate and
testicular cancer.
• Sexual harassment prevention training for
all staff to enable a safe and professional
work environment.
• A paid Mission You wellbeing day, encouraging
Serkodians to consciously disconnect from
work, take a day dedicated to restorative
activities and to reconnect with themselves.
• A paid Volunteering day to give back to the
communities in which our Serkodians live.
• Continuing our flexible working practices,
including encouraging hybrid working with
two days office attendance, balancing focused
quiet time with opportunity for in-person
collaboration and innovation.
Our primary measure of success is what
Serkodians tell us through the pulse survey
and EAP reporting. We have been pleased to
receive positive employee feedback and high
levels of engagement. At the end of FY24, 87%
of Serkodians feel that Serko demonstrates care
for the health and wellbeing of our people.
100
Mar -23
May -23
Jul-23
Sep-23
Nov-23
Jan-24
Mar-24
Percentage favourable
75
50
25
87%
85%
87%
89%
91%92%
87%
28
Serko demonstrates care for the health
and wellbeing of its people
Trend from Mar 2023 — Mar 2024
Favourable
Neutral
Unfavourable
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04. Social
Our communities
We believe that the power
of bringing people together
includes supporting the
communities in which we live
and operate. We are doing
this in different ways —
by giving back ourselves
and also by investing in
worthwhile initiatives.
Our Day of Community
Giving back to the communities we operate
in is incredibly important to us and is why we
do the Serko Day of Community. Each year,
all Serkodians are given a full day to spend
working on local community initiatives that
are meaningful to them.
This year our global teams across Australia,
New Zealand, China and the United States gave
more than 1,800 hours back, getting stuck into
social and environmental programmes within
their regions. We are proud of the work they are
doing and the strong relationships being formed
with our local community organisations.
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In Australia
Our teams worked with
The Salvation Army
preparing meals for
those in need.
In New Zealand
Our teams cleared beaches with Sustainable
Coastlines, packed 3,786 meal parcels, sorted
clothing at Auckland City Mission and served meals
at the community-based initiative — Everybody Eats.
Large groups also planted hundreds of trees with
Habitat Restoration Heroes and the Motuihe Project.
In the US
Our people packed more
than 7,000 nutritious meals
to send to children around
the world.
In China
In Xian, our team spent time in a senior care centre
making over 1,000 bao buns and our people in
Foshan created lanterns together with people from
the Community Disability Wellness programme.
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Investing in our
communities
Serko’s investment in community initiatives
is proportionate to our size, and our budget
in any financial year is NZD $100 per team
member per annum (based on headcount
at the start of the financial year).
When deciding which initiatives to support,
we are guided by the principles set out in our
Community Investment Policy. These principles
are focused on ensuring our investments are:
• aligned with our purpose of bringing people
together, particularly initiatives focused on
developing people with opportunities they
would not otherwise be able to access;
• directly impacting our communities, particularly
with programmes that help contribute to a
strong and thriving ecosystem;
• meaningful to our people, where there is a
strong connection to Team Serko and the
geographies we operate in; and
• less is more, focused on a small number
of initiatives with strategic partnerships and
investments in things that are important to us.
Dress for Success Auckland
Dress for Success Auckland is part of a global
organisation that is dedicated to empowering
women and helping them achieve economic
independence by providing a network of
support, professional attire and development
tools.
Our investment is providing at least 20 women
with a personalised dressing service, skills
and professional development via their Career
Centre, as well as ongoing networking to help
them thrive in work and life.
FY24 investments
Our FY24 investments are:
• NZ Tech Rally
• Dress for Success Auckland
• Ronald McDonald
• 10x10 Philanthropy
• I Am Hope
NZ Tech Rally
NZ Tech Rally is a grassroots event focused on New Zealand’s
software sector. It is designed to provide opportunities to grow
the network and impact of our software community, to discuss
industry concerns and to showcase Kiwi ingenuity in software
engineering.
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32
Our supply chain
• Business Ethics, including Anti-Bribery
and Corruption, Sanctions and Anti-
Money Laundering and Terrorism
Financing requirements.
• Employment Conditions, including Child
Labour and Modern Slavery, Health,
Safety and Wellbeing, Remuneration
and Learning Opportunities.
• Working Environment, including
Harassment and Non-Discrimination.
• Environment and Sustainability, including
Environmental Laws and Regulations.
• Respect for All
In March 2024, Serko updated its
Modern Slavery Statement which is intended
to complement our Business Partner Code of
Conduct and Code of Ethics to outline Serko’s
approach and commitment to preventing and
addressing modern slavery risks within our
organisation and value chain globally.
Other supply chain initiatives in FY24 include:
• Completion of individual risk assessments
of all material business partners looking
at risk factors such as location, industry
and public profile. This has helped us gain
a better understanding of our value chain
and will help us in the future to understand
our third-party risk exposure and target any
specific programmes of work relating to our
business partners.
• Introduction of ongoing sanctions and
enforcement screening of all material business
partners. Should any concerns be raised by this
screening a thorough investigation by Serko’s
Compliance Officer would be completed and
reported on accordingly.
• The identification and assessment of
supply chain risks, including modern slavery,
bribery and corruption and climate-related
risks. These risks will continue to be
monitored and addressed using our risk
management processes as documented
in our risk framework.
Serko has a strong network
of partners with whom we work
closely to ensure an efficient
and resilient supply chain.
Serko’s direct suppliers are
predominantly based in New
Zealand, Australia and the US.
During FY24, Serko introduced its new
Business Partner Code of Conduct which
sets out the minimum standards we expect
from our business partners, whether those
are suppliers that provide goods or services
to Serko or customers that have access
to Serko software. The Code covers the
following areas:
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Section 05
33
05. Governance
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Governance
A key focus for the Board in FY24 was to oversee and support
the delivery of Serko’s market strategy, including delivery for
the Booking.com partnership. This included the consolidation
and strengthening of processes that underpin the achievement
of our long-term growth objectives and preparing the business
to further scale up.
The following summary highlights Serko’s main governance
activities and progress areas over the past year.
For more detail regarding our governance practices, please refer to
our Corporate Governance Statement, available in our Annual Report
at www.serko.com/investors.
Strengthening our practices
to support long-term growth
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35
05. Governance
Succession planning
Readying Serko for its future growth
Board
The Board regularly reviews its skills, tenure
and experience against future plans to ensure it
remains fit for purpose and to identify any gaps.
During FY24, the Board commenced a search
for a new Director with a demonstrated track
record in growing technology businesses and
subsequently appointed US-based technology
entrepreneur Sean Gourley as a Non-executive,
Independent Director. Sean has been a proven
leader in the AI and data commercialisation
space over the past decade, having established
and grown two ground-breaking technology
businesses. This, together with his commercial
US experience, makes him a key asset to Serko
as we scale internationally and as data and
AI becomes even more critically important
to our technology and products.
The Board remains dedicated to ensuring
it is balanced in terms of skills, tenure and
experience. It regularly reviews these to assess
the appropriateness of its composition and to
identify any gaps. In FY24, it has incorporated
sustainability elements into its skills matrix.
The Board’s skills matrix can be found in
Serko’s Corporate Governance Statement,
available in our Annual Report at
www.serko.com/investors.
Executive Team
The People, Remuneration and Culture
Committee regularly conducts succession
planning reviews for our Executive team, not only
as a risk management tool but also to ensure
we have the right capability to successfully
deliver our growth strategy and sustainable
financial performance.
In FY24, we added a number of critical
hires across the business including a VP
Engineering — Simon Young; Chief Product
Officer — Joydip Das and Chief Revenue
Officer — Liz Fraser. Simon was appointed
Acting Chief Technology Officer in April 2024.
These additions have significantly strengthened
our product and business development capability
as we scale up for future growth.
Further details about our Executive team,
including Simon, Joydip and Liz, are available
on our website www.serko.com/about.
Joydip Das
Chief Product Officer
Liz Fraser
Chief Revenue Officer
Sean Gourley
Independent
Non-executive Director
Simon Young
Acting Chief
Technology Officer
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36
05. Governance
Aligning executive remuneration
with long-term goals
Towards the end of the year, we revised
our executive remuneration structure,
based on key design principles.
The most significant change to the structure
has been the introduction of a new performance
measure, absolute total shareholder return
(aTSR), as part of the long-term equity
incentive for the Executive team. This ensures
executive long-term rewards align shareholder
and executive interests and incentivise
shareholder value growth.
Specific details about the new executive
remuneration structure can be found in the
Remuneration Report, contained in our Annual
Report available at www.serko.com/investors.
Key design principles:
Remaining competitive
with the technology industry
to attract and retain high
calibre executive talent
for Serko
Motivating and rewarding
performance to incentivise
the delivery of the long-term
strategic objectives of the
organisation
Strengthening alignment
of rewards with long-term
shareholder value
030201
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05. Governance
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05. Governance
Embedding risk management
throughout the business
Over the last 12 months,
we have made substantial
progress towards
strengthening and further
embedding risk management
practices throughout the
business, building upon risk
management enhancements
in FY23.
In FY24 our focus was to further embed the
ownership of risk throughout the business and to
improve our risk governance practices through:
• redefining risk-related roles and responsibilities,
from Board oversight through to specific
key risk ownership at management level,
ensuring risk accountability at all levels of
the organisation;
• redefining and enhancing the monitoring
and reporting of our top risks (previously
called ‘principal risks’), as well as further
assessment of our climate-related risks
and opportunities; and
• introducing a quarterly executive-level
risk management forum to further align
risk management to strategic planning
and decision-making.
Further details about Serko’s risk management
approach and a list of summarised, grouped
top risks can be found in the Corporate
Governance Statement in our Annual Report
available at www.serko.com/investors.
Climate-related risks and opportunities are
also described in Appendix 1 of this Report.
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05. Governance
Improving stakeholder
engagement
The Board placed a strong
focus during the year on
strengthening engagement
with our key stakeholders,
to better understand what
is important to them and to
ensure that we are setting
and meeting appropriate
expectations.
This work has included
two key initiatives:
Governance Roadshows
In addition to our regular financial results
roadshows, we conducted our first governance
roadshow, where our Chair, Claudia Batten, and
Non-executive Director, Jan Dawson, met with key
stakeholders (shareholders and industry bodies)
to discuss areas of focus for the Board and gain
a greater insight into the issues and expectations
of these groups.
What we have learned from these sessions is
the more engagement, the better. The feedback
we received was resoundingly positive, with
stakeholders appreciating that we wanted to
hear directly about what’s important to them,
as well as the issues they are grappling with.
We will be using these insights to further
enhance our stakeholder communications and
will continue with these governance roadshows
in FY25 and beyond.
We are also planning to hold an Investor Day
later in FY25. We will provide details to the
market in due course.
Materiality Assessment
With the help of a specialist consultancy firm,
we also undertook a materiality assessment to
enable us to better understand and prioritise
the environmental, social, governance and
commercial areas that matter most to our
stakeholders and to the business.
This assessment, which identified and ranked
the material topics important to our stakeholders
and Serko, enables us to focus our strategy on
areas that will have the greatest impact and
also to communicate with our stakeholders
more effectively.
A summary of outcomes from the
assessment is provided on pages 5 – 6.
Claudia Batten, Chair and
Darrin Grafton, CEO and Co-founder
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Section 06
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06. Appendix
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06. Appendix06. Appendix
Appendix 1
Climate-related
disclosures
Prepared in accordance with the
Aotearoa New Zealand Climate Standards
For the period: 1 April 2023 – 31 March 2024
Disclaimer:
This report contains current and forward-looking information that is based on estimates, assumptions and incomplete
data, as well as our judgements about the future effects of climate change and its impacts on Serko’s business, based on its
understanding as at the date of this report. While Serko has obtained the information included within this report from sources
that it believes to be reliable as at the date of preparation, it cautions reliance being placed on information that is subject to
significant uncertainties and assumptions.
Forward looking statements, including climate related scenarios, targets, risks and opportunities, anticipated impacts,
statements of Serko’s future intentions, estimates and judgements are based on assumptions that are inherently uncertain and
likely to change over time. These forward-looking statements should not be taken as guarantees of future performance and
there are many factors that could cause the outcomes to differ materially from that described, including factors outside of
Serko’s control. Serko's actual performance against its climate-related targets, the strategies that it adopts, and its climate-
related risks and opportunities, may not eventuate or may be materially different than anticipated.
Serko does not represent that the forward-looking statements in this report will not change following publication of this
report, and gives no undertaking to update the information in this report (subject to relevant legal or regulatory requirements).
This report is not an offer or recommendation to invest in, distribute or purchase financial products. Nothing in this report
should be interpreted as advice, whether investment, legal, financial, tax or otherwise.
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06. Appendix
Climate-related disclosures
Statement of Compliance
Serko is a climate-reporting entity
under the Financial Markets Conduct
Act 2013. Our inaugural mandatory
climate-related disclosures cover
our progress between 1 April 2023
and 31 March 2024 and comply with
the Aotearoa New Zealand Climate
Standards issued by the External
Reporting Board (Climate Standards).
All figures and commentary relate to
the full year ended 31 March 2024,
unless otherwise indicated.
In preparing its climate-related disclosures,
Serko has elected to rely on the following
adoption provisions to ensure compliance
with the Climate Standards:
• Adoption Provisions 1 and 2: Current
and anticipated financial impacts
While quantitative data has not been provided
(as there are a large range of possible
outcomes for physical and transitional risks
that make financial modelling complex and
challenging), a qualitative description of the
current and anticipated financial impacts has
been provided.
• Adoption Provision 3: Transition planning
A description of our progress towards
developing our transition plan can be
found on page 53.
• Adoption Provision 4: Scope 3 GHG emissions
We have included reporting on upstream
emissions subset of Scope 3 but
have not incorporated downstream
emissions information.
• Adoption provision 6: Comparatives
While two years of comparatives are provided,
we have set our baseline year as FY23, due to
the pandemic-related disruption to business
activities (including business travel) in FY22.
• Adoption Provision 7: Analysis of trends
We have included two years of comparatives
but are still building our understanding on the
trends and wider impacts of these metrics.
In preparing our disclosures and assessing
the materiality of climate-related matters,
we have had regard to whether such matters
would reasonably be expected to influence
decisions that our primary users make. We
consider our primary users to be existing and
potential investors, our customers (including
travel management companies and direct
customers) and end users of our travel
management and expense platforms.
This report has been approved
by the Board on 28 May 2024
and is signed on behalf of the
Board by Claudia Batten (Chair)
and Jan Dawson (Chair of the
Audit, Risk and Sustainability
Committee).
Claudia Batten
Chair
Jan Dawson
Chair of the Audit, Risk and
Sustainability Committee
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Climate governance
Board oversight
Serko’s Board has the ultimate
responsibility for overseeing Serko’s strategy,
which incorporates environmental, social and
governance (ESG) elements. It is responsible
for setting and overseeing the achievement
of metrics and targets and for managing our
climate-related matters.
Climate-related risks and opportunities are not
presently considered on a stand-alone basis
within Serko’s strategy. They sit within the
broader Serko risk management framework,
which intersects with Serko’s strategy-setting
process. The Board is responsible for approving
the risk management framework, which is used
to identify, assess and manage the Company’s
risks (including climate-related risks). It also
approves the broader Serko strategy, which
considers our ESG roadmap and related
focus areas.
The Board is supported by the Audit, Risk &
Sustainability Committee (ARSC), to which it
has delegated oversight of sustainability matters.
The ARSC ensures Serko has an effective ESG
Programme. As part of this, it oversees climate-
related risk management, monitors progress
against climate-related targets and metrics;
and oversees compliance with climate-disclosure
reporting requirements.
Risk and ESG matters (which may include
climate-related risks and opportunities) are a
standing agenda item at each ARSC (held four
times a year), with reporting from the Executive
Team and/or ESG Steering Committee, with
inputs from the Climate Disclosure Working
Group. From FY25, there will be dedicated half-
yearly reporting to the ARSC on climate-related
risk, opportunities, metrics and targets.
The ARSC makes recommendations to the Board
on relevant climate-related matters and provides
the Board with updates and the Committee
minutes after each Committee meeting.
The Board continually evaluates whether it
has the appropriate competencies and skills to
oversee and govern the Company. It uses a skills
matrix to assist with this process, which includes
consideration of climate-related competencies.
A summary of our skills matrix is available in our
Annual Report and on www.serko.com/investors.
Climate-related performance metrics are not
currently incorporated into remuneration policies.
However, the People, Remuneration and Culture
Committee sets and regularly reviews Serko’s
remuneration policies and practices to ensure
they are consistent with the Company’s strategic
goals and are incorporated into short-term and
long-term incentives.
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Management accountability
Accountability for the day-to-day management
of ESG matters, including sustainability matters
and management of climate-related risks and
opportunities, ultimately sits with the CEO
and the Executive team.
Serko’s risk management framework ensures
climate-related risk and opportunity identification,
assessment and monitoring is consistent with
other types of risk and opportunity management
and that climate-related discussions are built
into the Company’s day-to-day operations. In
this regard, the Executive team is informed
about, makes decisions on, and monitors climate-
related risks and considers opportunities through:
• consideration of the risk management
framework in strategy development, capital
deployment and funding decisions;
• quarterly reviews of top risks which
may include climate-related risks; and
• development of controls, processes and
practices to manage and monitor risks
within the approved risk appetite.
The ESG Steering Committee (‘ESG
SteerCo’) further supports the day-to-day
management of climate-related risks and
opportunities. It comprises executive and
leadership-level sponsors with the Chief
Financial Officer (CFO) as lead sponsor
and Chair. The ESG SteerCo is responsible
for developing and ensuring the execution
of Serko’s ESG Programme. It meets
every second month to consider the ESG
Programme and makes day-to-day decisions
within delegated authority limits. It reports to the
ARSC on ESG-related matters which may include
climate-related matters at each ARSC meeting.
The ESG SteerCo is supported by cross-
functional specialists (including the Climate
Disclosure Working Group, which oversees the
development of climate-related disclosures)
who manage the day-to-day implementation
of Serko’s ESG programme, manage climate-
related risks and execute against climate-
related opportunities.
Serko Board
Overall oversight of all climate-related matters:
• Considers climate-related risks and opportunities (as part of broader Risk Management Framework)
when setting Serko’s strategy
• Approves climate-related metrics and targets
• Ensures appropriate skills and competencies at the Board level to oversee climate-related
risks and opportunities
Audit, Risk & Sustainability Committee
Supports the Board in oversight of:
• Climate-related risks and opportunities
• Progress against targets
• Compliance with climate-related disclosure obligations
• Effective development and execution of the ESG Programme
Executive Team
Overall responsibility for climate strategy, risk and opportunities. Supported by the ESG SteerCo
ESG SteerCo
Executive and Leadership team responsible for development, execution,
embedding and championing the ESG programme. Report to the ARSC on risk and ESG-related
matters at each meeting
Cross Functional Team
Responsible for day-to-day implementation and risk management. Includes the Climate
Disclosure Working Group. Provide inputs to the ESG SteerCo to enable accurate reporting
up to the ARSC
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06. Appendix
Strategy
Current climate-related impacts
Serko recognises the impacts of climate change across
the globe. While our business is fortunate to have been
minimally impacted to date, we expect this to change
over time, with the level of impact depending on the
global warming trajectory.
Serko's climate-related risks and opportunities,
as well as the anticipated impacts against each
scenario, are set out on pages 48 – 52.
Over the past 18 months, climate-related events
have included:
• Extreme weather events: Over the past 18 months
these events included significant flooding in
Auckland and the impacts of Cyclone Gabrielle
across New Zealand. These have had no significant
impact on Serko's operations.
• Climate-related disclosure requirements: Over the
past 12 months this has led to the upskilling of Serko
team members with climate change considerations
becoming more broadly considered in the business
alongside investment in external support and advice
to ensure compliance.
• Carbon pricing: The 2023 World Bank Carbon Pricing
report states that governments are prioritising direct
carbon pricing policies to reduce emissions, even in
difficult economic times. Serko to date cannot attribute
any hosting and infrastructure price increases directly to
the transition to a low carbon economy but we do believe
this to be a factor, in addition to economic turmoil and
geopolitical instability.
• Supply chain disruptions: The COVID-19 pandemic and
subsequent global inflation have demonstrated the size
and speed of impacts on supply chains across physical
goods movements, computer chipset shortages for IT
equipment and labour skillset pools. There have been
minimal disruptions over the past 12 months but we
anticipate climate related events could be a key risk
to the global supply chain.
• Business travel demand: We saw minimal impacts
on demand for business travel in the past 12 months.
Demand for business travel is forecast to continue
growing in the short to medium term, with GBTA 2024
poll results¹ stating that 83% of travel buyers surveyed
say their 2023 global business travel bookings increased
and 67% expect their company’s travel spend to increase
in 2024 versus 2023. Serko monitors business travel
demand as part of its normal operations to ensure we
are well positioned for any changes.
¹ Business Travel Industry Anticipates a Strong but Challenging 2024 According to Latest GBTA Poll — Global Business Travel Association—GBTA.
44
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Scenario analysis undertaken
During FY24, we completed scenario analysis
to further identify Serko’s climate-related risks
and opportunities and better understand the
resilience of our business model and strategy.
The work was led by the Climate Disclosure
Working Group and supported by the ESG
SteerCo. In developing the scenarios, we
considered the representative concentration
warming pathways ('RCPs') established by
the Intergovernmental Panel on Climate
Change ('IPCC') 6th assessment 2021 and
the Shared Socio-economic Pathways ('SSP')
scenarios relevant for New Zealand. Due to
the small size of the Technology/Travel sector
in New Zealand, Serko could not participate
in sector analysis, however, we reviewed and
considered the scenarios chosen by companies
in the closest sectors in determining the
most appropriate scenarios for Serko.
We analysed three different scenarios, which
we believe represent appropriate descriptions
of how the future may develop, relevant to our
industry and business. In Table 1: Scenario
overview (pages 46 – 47), we have described
the characteristics of each scenario, which have
provided underlying assumptions for our risk
cover a range of both transitional and physical
outcomes that capture the key impacts and
uncertainties of relevance to the travel software
sector. The scenario analysis undertaken
considered the risks and opportunities most
relevant to Serko and with the potential to
have the most impact.
From this analysis under Serko’s planning
horizon, we identified that the likelihood of
transitional risks is expected to have an inverse
relationship with the likelihood of physical risks.
analysis. Our recommended scenarios have
been considered and endorsed by the ARSC
(with formal approval by the Board). They are
summarised below, with the graph describing the
IPCC anticipated trajectory of carbon emissions
for each scenario.
We have used these temperature scenarios to
challenge our business model and strategy. They
align with the NZ CS requirement to include at
least one 1.5 ̊C scenario and at least one 3 ̊C
or greater scenario. The different scenarios
01
An optimistic scenario
assumed the conditions under SSP1-1.9
(average warming of 1.5°C by 2100)
02
A disorderly scenario
assumed the conditions under SSP2-4.5
(average warming of 2.7°C by 2100)
03
A regional rivalry scenario
assumed the conditions under SSP3-7.0
(average warming of 3.6°C by 2100)
Where governments intervene more to prevent
climate change, there will be a higher likelihood
of impacts from transitional risks, including a
potential reduction in travel demand. If these
interventions are successful, the peak climate
warming will be less and therefore having a
lower likelihood of physical risks eventuating.
Alternately, if governments do not intervene or
have less effective change policies, there will be
a higher likelihood of impacts from physical risks
with higher peak temperature outcomes.
Carbon dioxide variation in IPCC
100
20152050
Carbon Dioxide (GtCO
2
/yr)
2100
80
60
40
20
0
-20
SSP3-7.0
SSP2-4.5
SSP1-1.9
Serko’s planning
horizon
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Table 1: Scenario overview
Characteristics
Optimistic
Average warming of 1.5°C by 2100
Ref: SSP1-1.9
Disorderly
Average warming of 2.7°C by 2100
Ref: SSP2-4.5
Regional rivalry
Average warming of 3.6°C by 2100
Ref: SSP3-7.0
Environmental
• More frequent severe weather events but the world has
avoided the worst consequences of climate change
• 10-year precipitation events will likely occur 1.5
times more (+10.5% wetter)
1
• More significant weather impacts globally
• 10-year precipitation events will likely occur 1.7 times
more (+14.0% wetter)
1
• CO2 emissions hover around current levels before beginning to
decline by mid-century
• Weather impacts continue to worsen, even move
disruptive and damaging
• 10-year precipitation events will likely occur 2.7 times
more (+30.2% wetter)
1
• CO2 emissions and temperatures continue to rise, with CO2
emissions almost doubling from current levels by 2100
Policy
• Strong and aligned government intervention with
ambitious sustainability targets
• Policies promote decarbonisation and more
sustainable practices
• Uneven government intervention consistent
with historical trends
• Policies that prioritise political stability and economic growth;
fewer policies focused on sustainability and decarbonisation
• Little to no significant government intervention, bringing
no impactful change to temperature trajectory
• Policies prioritise minimising impacts of weather
and climate events
Socio-economic
• More environmentally friendly practices, with focus
shifting from economic growth to general wellbeing
• Investments in education and health increase
and inequality decreases. Lowest health and
wellbeing impacts
• Socio-economic factors follow historical trends,
with no significant change
• Slower progress toward sustainability with disparate
development and income growth
• Moderate health and wellbeing impacts
• Slow adoption of environmentally friendly practices
• Highest health and wellbeing impacts
• Countries more competitive with each other,
prioritising national and food security
Technological
• Rapid technological change focused on
decarbonisation and sustainable practices
• Technology change is slow to start and focused on short
term challenges, with speed of change relative to level of
policy intervention
• Technology change focused on maximising energy
resources rather than sustainable practices
Environmental
Policy
Socio-economic
Technological
1
Full reference: Climate Change 2021: The Physical Science Basis. Contribution of Working Group I to the Sixth Assessment Report of the Intergovernmental Panel on Climate Change [Masson-Delmotte, V., P. Zhai, A. Pirani, S.L. Connors, C. Péan, S. Berger, N. Caud, Y. Chen, L. Goldfarb, M.I.
Gomis, M. Huang, K. Leitzell, E. Lonnoy, J.B.R. Matthews, T.K. Maycock, T. Waterfield, O. Yelekçi, R. Yu, and B. Zhou (eds.)]. Cambridge University Press, Cambridge, United Kingdom and New York, NY, USA, pp. 3−32, doi:10.1017/9781009157896.001.
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Table 1: Scenario overview (continued)
Optimistic
Average warming of 1.5°C by 2100
Ref: SSP1-1.9
Disorderly
Average warming of 2.7°C by 2100
Ref: SSP2-4.5
Regional rivalry
Average warming of 3.6°C by 2100
Ref: SSP3-7.0
This scenario focuses on achieving the Paris Agreement’s
goal of limiting global warming to 1.5ºC above pre-industrial
levels by the end of the century.
It involves a high degree of regulatory change supporting
ambitious climate policies aimed at net-zero emissions. Focus
is on sustainable decarbonisation practices across all sectors,
and everyone is expected to play their part.
Policies aimed at reducing inequality and improving health,
wellbeing and education is also prioritised, including protecting
vulnerable populations from the impact of climate change.
As policy intervention grows, consumers and businesses
rapidly move to prioritise change, including a focus on more
sustainable solutions and practices. Travel sector participants
develop preferences for more sustainable transport and
accommodation options.
Technologies supporting decarbonisation and sustainable
practices are rapidly advanced. This includes environmentally
friendly technologies, renewable energies and decarbonisation
of transport.
This scenario follows historic patterns, with CO
2
emissions remaining
at current levels until 2050, when green energy starts driving a decline.
Technology advancements focused on sustainable practices and
solutions begin to accelerate after 2030, as decarbonisation policies
are embedded.
Regulatory intervention occurs more slowly and inconsistently
around the world. Policy focus is initially on maintaining market stability
and economic growth, and the introduction of decarbonisation policies
is slow until 2030. The resulting changes are more rapid and costly
to implement.
Socio-economic inequities mean inconsistent access to
new technologies and sustainable practices. Early adopters get more
opportunities, while late movers face increased cost and competition.
A lack of action through the 2020s results in more extreme weather
patterns. With weather-related events occurring more often
prioritisation is given to adaption and protecting vulnerable populations.
Travel sector participants will require greater flexibility as they see
increased disruption from weather events on a more frequent basis
but slower regulatory intervention will also reduce requirements for
sustainable travel options in the short to medium term.
This scenario sees continued rise in temperatures and
emissions, with CO2 emissions doubling by the end of
the century.
The trend toward nationalism continues, with governments
focusing their attention on nation-serving behaviours. Security
of food and resources, such as water and energy, is prioritised.
Competition for scarce resources increases, along with increased
constraints on international trade and technology transfer.
Sustainable practices are de-emphasised as priority is given
to production. While consumers and markets remain interested
in climate change, a lack of policy settings does not support
significant mitigation.
With emissions continuing to grow unabated, there are
significant shifts in climate patterns and extreme weather events.
Consequently, the focus turns to adaptation and response to
climate-related events.
This would be the most disruptive scenario to the travel sector
in the very long term. Extreme weather events have become
more common in driving uncertainty around successful travel
outcomes. This can lead to significant increases in cost, as the
travel industry works to adapt to climate-related events resulting
in customers prioritising non-travel options.
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06. Appendix
Climate-related risks
& opportunities
Serko is committed to proactively and
consistently identifying and managing risk,
including climate-related risks and opportunities.
We recognise that the global understanding of
climate change and its impacts continues to
evolve and mature with more data, regulation
and shifts in attitudes and recognition.
Climate-related risk and opportunity identification
is integrated into our business risk process
and aligned with our overall risk management
framework to ensure consistency and
engagement. The enterprise risk management
framework directly impacts and feeds into the
development and implementation of Serko’s
broader enterprise strategy, capital deployment
and funding decisions.
Our identified climate-related risks and
opportunities have been assessed to current
physical and transition impacts, both in regard
to severity and time horizon.
Time horizons
We have aligned the time horizons used in our climate-
related assessments with those used for Serko’s business
modelling, strategic planning, capital deployment decisions
and asset management.
Serko is a company in growth. Operating in the travel technology
space means we are in a rapidly changing landscape where it is
important to maintain the agility to respond to market trends and
opportunities. Serko’s primary assets are technology and customer
relationships. Serko amortises internally developed software over
three to five years. Key customer relationships are typically not
included in the financial statements but are reflected in contracts
that are typically three to five years in duration.
Materiality of impacts
In determining severity of impacts, we have aligned the
definition of impacts with Serko’s risk management framework.
Each category includes a range of criteria, including a financial
impact range, reflecting the level of materiality to the business.
These ranges are applied to the impact assessments for the
climate-related risks and opportunities.
In some cases, climate-related financial impact is harder to
quantify due to challenges in attributing a business impact directly
to a climate-related risk or cause. For example, pricing increases
for hosting, infrastructure and travel content are due to several
known factors including (but not limited to) economic turmoil,
geopolitical instability and inflation, as well as climate-related.
High-level impact description
Severe
Critical functions of Serko are affected, limiting
the ability to operate
Major
Multiple functions of Serko are affected, limiting
the organisation’s ability to meet one or more
strategic objectives
Moderate
Effects are limited to a single operational area
Minor
Unlikely to impact on the effective operation of Serko
Time horizons for assessing climate-related risks & opportunities
Short term
< 1 year
Aligns with the length of time covered
by Serko’s budget planning cycle
Medium term
1-3 years
Reflects the length of most managed
customer contracts and asset
amortisation
Long term
3-5 years
Reflects the length of key partner
contract
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Anticipated Future Impact
Optimistic
Average warming
of 1.5°C by 2100
Ref: SSP1-1.9
Disorderly
Average warming
of 2.7°C by 2100
Ref: SSP2-4.5
Regional rivalry
Average warming
of 3.6°C by 2100
Ref: SSP3-7.0
Strategy to address risk
Time horizon
Transitional Risk CR001: Unable to meet customer demands for more sustainable options
Demand for sustainable options is expected to grow
in the medium term, creating a risk that Serko cannot
deliver new products, solutions or supporting data
to match the pace of growth. Resulting in:
• loss of customers;
• loss of revenues; and
• reputational impact.
11
3
112111
• Serko is currently able to meet current customer demand
and continues to invest in new product development
• Working with customers to monitor demand trends
and customer preferences
• Product Roadmap regularly updated to ensure appropriate
response is planned and prioritised if required
• Capital available to invest in additional capability as required
• Ongoing market scanning by Product and Commercial teams
to monitor trends and consider new and innovative solutions
and enhancements
Transitional Risk CR002: Price increases for travel content
Regulatory change supporting decarbonisation may
require more costly sustainable options, which leads
to higher prices.
• Increased low-carbon content requirement.
• Reduced revenues from lower transaction volumes.
• Reduced margins from higher costs.
11
3
112111
• Monitor whilst continuing to increase content across
low-carbon options
Short term
< 1 year
Medium term
1-3 years
Long term
3-5 years
4
Severe
3
Major
2
Moderate
1
Minor
Key:
Time horizons
High-level impact description
Physical Risk: Risks related to the
physical impacts of climate change,
such as extreme weather events or
change in weather patterns.
Transitional Risk: Risks related to
the transition to a low-emissions,
climate-resilient global and
domestic economy, such as policy,
legal, technology, market and
reputation changes associated
with the mitigation and adaptation
requirements relating to climate
change.
Table 2: Grouped climate risks and opportunities determined to be most relevant, with anticipated impacts
Serko recognises the impacts of climate change across the globe and that this will continue over a significant timeframe, with the level of impact depending on the global warming trajectory.
The timeframes used here are based on business modelling, strategic planning, capital deployment decisions and asset management. Refer to page 48 for more detail on this.
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06. Appendix
Anticipated Future Impact
Optimistic
Average warming
of 1.5°C by 2100
Ref: SSP1-1.9
Disorderly
Average warming
of 2.7°C by 2100
Ref: SSP2-4.5
Regional rivalry
Average warming
of 3.6°C by 2100
Ref: SSP3-7.0
Strategy to address risk
Time horizon
Transitional Risk CR003: Cost increases for hosting infrastructure
As governments prioritise direct carbon policies to
reduce emissions, this is likely to impact the costs of
hosting infrastructure that supports Serko’s platforms.
Impact to Serko:
• Price increases (to offset cost increases)
or reduced margins.
• Reduced revenues from lower transaction volumes.
112112112
• Infrastructure Optimisation initiative — continued focus
on improving the efficiency of Serko’s server and hosting
infrastructure
• Ongoing monitoring of costs
Transitional Risk CR004: Long term reduction in demand
Growing awareness of carbon emissions and/or
regulations lead customers to choose not to travel
or travel less. The result of which will cause:
• reduced revenue from lower volumes; and
• reduced revenue as customers make
lower-value choices.
11
3112
111
• Ongoing monitoring of customer preference trends
• Ongoing environmental scanning around regulatory changes,
corporate responses, geopolitical issues and weather events —
all of which impact travel decisions
• Continued investigation of product opportunities to meet
emerging customer preferences
Short term
< 1 year
Medium term
1-3 years
Long term
3-5 years
4
Severe
3
Major
2
Moderate
1
Minor
Key:
Time horizons
High-level impact description
Physical Risk: Risks related to the
physical impacts of climate change,
such as extreme weather events or
change in weather patterns.
Transitional Risk: Risks related to
the transition to a low-emissions,
climate-resilient global and
domestic economy, such as policy,
legal, technology, market and
reputation changes associated
with the mitigation and adaptation
requirements relating to climate
change.
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Key:
Anticipated future impact
Optimistic
Average warming
of 1.5°C by 2100
Ref: SSP1-1.9
Disorderly
Average warming
of 2.7°C by 2100
Ref: SSP2-4.5
Regional rivalry
Average warming
of 3.6°C by 2100
Ref: SSP3-7.0
Strategy to address risk
Time horizon
Physical Risk CR005: Supply chain and business continuity disruption caused by extreme weather events
Extreme weather events cause disruptions to supply
chain and business continuity for customers and
significant travel disruption for travellers. Impacting
Serko’s supply chain with:
• disrupted supply/outages of key infrastructure
(data centres, power, water etc.);
• increased costs as suppliers build resilience;
• increased supply lead times; and
• business disruption if access to offices or systems
are impacted.
111111111
• Business continuity planning and processes
• Disaster recovery planning and processes, including site checks
• Increased ways of working (remote working)
• Build strong supplier relationships, monitoring suppliers costs
• Consider other expense reduction opportunities to mitigate
impact of unavoidable expenses
Physical Risk CR006: Travel disruption caused by extreme weather events
Extreme weather events cause significant travel
disruption for travellers, including route changes,
airport closures. Leading to:
• higher transaction costs as customers reschedule;
• cancellation revenue/cost impact; and
• increased operating costs to support weather event.
111111111
• Increased functionality and capability to support travellers
to make flight changes with ease
• Additional content to enable travellers to make changes and
alternative arrangements as required (see opportunities)
• Ongoing monitoring to understand supply chain activity and
commitments to improve operational resilience and adapt quickly
to the predicted effects of climate change ²
Short term
< 1 year
Medium term
1-3 years
Long term
3-5 years
Time horizons
4
Severe
3
Major
2
Moderate
1
Minor
High-level impact description
Physical Risk: Risks related to the
physical impacts of climate change,
such as extreme weather events or
change in weather patterns.
Transitional Risk: Risks related to
the transition to a low-emissions,
climate-resilient global and
domestic economy, such as policy,
legal, technology, market and
reputation changes associated
with the mitigation and adaptation
requirements relating to climate
change.
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06. Appendix
Opportunities
OpportunityAnticipated future impacts Time horizonStrategy to address opportunity
Product development
Providing more options for sustainable travel
New products, enhancements and data allow
customers to make informed choices about
travel and carbon-offsetting options
• New product options drive increased
transaction volumes
• Increased revenue
• Customer support and growth
• Continued monitoring of traveller preferences
• Continued development of existing sustainability focused
product options as required
• Product Roadmap to include sustainability functionality/content
when required to meet customer requirements
Clean supply chain
Demonstrate commitment and action
Ensuring a clean, sustainable supply chain
will lead to lower carbon footprint
• Reduced emissions
• Positive customer perceptions/loyalty
• Positive revenue impact
• Reputation and brand
• Business Partner Code introduced
• Screening of business partners (risk and sanctions)
• Compliance auditing in place
Share our sustainability journey
Engaging and authentic communications that
enable stakeholders to connect with Serko about
its sustainability journey
• Reputation and brand
• Attract/retain customers
• Attract/retain employees
• Investor support
• Continued improvement in ESG reporting and disclosures
• Stakeholder engagement plans and initiatives
• Focus on improving preparedness to respond to information
requests from customers/potential customers
• Share Serko's sustainability efforts with employees,
bringing all on the journey
Reduce carbon footprint
Achieve carbon-reduction improvements
• Improved emissions intensity
• Reputational benefit
• Operating cost benefit
• Infrastructure optimisation initiative focusing on improved
efficiency of server and hosting infrastructure
• Serko’s primary cloud hosting partner, Microsoft, have stated
their aim to be carbon negative by 2030
Key:
Short term
< 1 year
Medium term
1-3 years
Long term
3-5 years
Time horizons
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As noted in the risk and opportunity tables,
Serko’s strategies to mitigate risk and capture
opportunities are based around product
development, market knowledge and business
resilience. These are consistent with our
wider business strategy.
Serko has not developed a transition plan to
an extent that would fully meet the requirements
of NZ CS 1 and therefore has applied Adoption
Provision 3 (paragraph 15), which provides an
exemption in the first reporting period from the
requirements to disclose the transition plan
aspects of an entity’s strategy. This includes
how its business model and strategy might
change to address its climate-related risks
and opportunities and how the transition plan
aspects of its strategy are aligned with its
internal capital deployment and funding
decision-making processes.
As part of this development work an internal
carbon price has been set at $60 per metric
tonne of CO2e, which applies a cost to each
tonne of CO2e emitted. This price helps inform
the type of flights and vehicles they choose.
We also developed Mission Zero in FY22,
which is designed to help customers drive more
sustainable buying behaviour. Mission Zero
is built around the principles of real-time data,
informed choice, visibility of environmental
impacts and opportunity for customers to
achieve a net-zero impact. While we have made
a solid start with Mission Zero, there is still
work to do in supporting our customers on their
sustainability journey.
We partnered with Tasman Environmental
Markets (TEM) in FY22 to integrate BlueHalo,
a technology solution that facilitates carbon
reporting and provides the option for
mutual customers to purchase offsets. This
enables travellers, including Serko’s own
employees, to make responsible and informed
choices. We continue to review our carbon
offset arrangements to ensure that any actions
we take to offset our emissions deliver a long-
term meaningful and sustainable difference.
operating plans, investment spend and the
direction of funds into decarbonisation solutions
and avoidance measures. Serko has ringfenced
specific internal funds based on this price and
our current tCO2e emissions to fund sustainable
activity to support the offset of our emissions
in a long-term meaningful way.
Nonetheless, we can demonstrate progress
towards developing the transition plan aspects
of our strategy through a number of actions
and initiatives that are part of our day-to-day
operations. These include ESG workplans with
climate-related metrics and climate-related
risks being considered as part of Serko’s overall
risk management processes. To ensure we
have alignment between our future plans and
investment strategy we have not made any
capital investment in FY24 toward climate-related
risks and opportunities, while we are working
towards Serko's transition plan.
Sustainability focused product options are
already built into Serko’s platforms, enabling
travellers to make informed choices about
Positioning for transition to a
low-emissions, climate-resilient
future state
Serko has been measuring its emissions for the
past two years, although we have elected to use
FY23 as our baseline year due to the pandemic-
related impacts on business activities, such
as travel, in FY22. We have identified carbon-
intensity reduction targets and our actions
to achieve these targets form part of several
strategic initiatives, including our Infrastructure
optimisation initiative and our Product Roadmap.
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Risk management
As previously noted, climate-related risks
are managed within Serko’s risk management
framework (risk framework) with implementation
and monitoring overseen by the ARSC.
The risk framework documents processes for
identifying and managing risks at Serko and for
achieving the compliance objectives set out in
the risk framework, including climate-related
risks and opportunities. The risk framework is
embedded into our day-to-day business practices
through governance, policies and processes.
The materiality and time horizons considered
when assessing climate-related risk are
described on pages 48 – 52 and are consistent
with the wider risk framework.
Serko uses both a ‘top-down’ and ‘bottom-up’
approach for risk and opportunity identification,
ensuring risk is everyone’s responsibility and
that all have the ability to raise business risks
and opportunities. All material parts of Serko's
value chain are considered when identifying risks
and opportunities, with the first part of Serko's
risk management process requiring that the
internal and external context must be considered.
All identified risks and opportunities are assigned
an owner who is responsible for their assessment
and management on a day-to-day basis. It is
required that all risks are reassessed after any
significant change and at least annually.
‘Top Risks’ are identified as business critical with
a critical/high residual rating. The ARSC can use
its discretion to add a lower-rated risk to the top
risk group should it believe visibility at Committee
level is required. This could be due to any number
of internal or external factors meaning that the
risk requires increased visibility/scrutiny. During
the reporting period, Serko’s climate-related risks
were not currently considered to be top risks.
Climate-related risk &
opportunity development
In the past year, we have made significant
progress in better understanding our climate-
related risks and opportunities, including the
potential impact across the chosen scenarios
and the time horizon in which they impact.
A shortlist of grouped risks and opportunities
is provided on pages 48 – 52.
Serko’s climate-related risks and opportunities
are discussed at the appropriate ESG working
groups and are reported to the ESG SteerCo.
To the extent that any climate-related risks
become top risks, they will be reviewed at
a quarterly Risk Forum held with Serko’s
Executive team and reported to the quarterly
ARSC. Refer to page 42 and page 69 for
Board and Committee responsibilities.
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Metric and targets
Serko has been measuring
carbon emissions since FY22;
however, we have elected to
use FY23 as our baseline year
for assessing appropriate
metrics and targets for the
management of our carbon
emissions. This is due to the
pandemic-related impacts
on business activities,
such as travel, in FY22.
Over the past year we have focused
on identifying the appropriate metrics
and targets to use to measure and
manage Serko’s climate-related
risks and opportunities.
Industry-based metrics & targets
There is a shared commitment with our
customers to enable them to make sustainable
travel choices. However, there is not yet a
generally accepted industry definition of
'sustainable'. We recognise that sustainability is
a spectrum and not a binary state and will evolve
over time and reflect our sustainability journey.
As this develops, we will work with our key
stakeholders to develop common targets and
metrics for our sector. When agreed, these
will be introduced. It is likely that they will
be focused on bookings for sustainable
options across flights, accommodation,
car rental and other transport.
Our targets
As a growth company, our key intensity metric
will be greenhouse gas (GHG) emissions relative
to total income (tCO2e per $m of total income).
We have set our target to achieve more than a
30.6% reduction in tCO2e per $m of total income
across our Scope 1 and 2 emissions by FY28,
against our FY23 emissions baseline. This target
has considered some of the Science Based
Targets Initiative (SBTI) ICT sector guidance but it
is not validated by the SBTI and does not rely on
any methods or opinions from external parties.
Serko will work towards increasing our efficiency
of its Scope 1 and 2 carbon emissions relative
to income while accounting for our anticipated
economic growth. As we move towards achieving
this target, we will see growth in our absolute
tC0
2
e emissions (by scaling up and growing our
business). However, it will result in us generating
a lower rate of Scope 1 and 2 emissions relative
to our financial scale — ultimately driving more
efficiencies as we grow.
With most of our operational emissions
generated from energy consumption
(through our office spaces and data centres)
and employee business travel (mainly air),
we have focused first on these areas as
opportunities to reduce emission intensity.
However, while we are focused on achieving
our GHG emissions targets, we note that,
given our business model as a provider
of SaaS travel platforms, this contribution
is not likely to materially impact limiting
global warming to 1.5°C.
55
30.6%
Reduction in
tCO
2
e per $m
of Total Income
across our Scope
1 and 2 emissions
by 2028
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06. Appendix
For power use associated with the offices
in Australia and China, data from
carbonfootprint.com was used.
Our FY24 GHG inventory has been limited
assurance reviewed by Deloitte against the
Greenhouse Gas Protocol, in accordance with:
• the International Standards on Assurance
Engagements (NZ) 3000: Assurance
Engagements Other than Audits or Reviews
of Historical Financial Information (‘ISAE
(NZ) 3000’); and
• the related ISAE 3410: Assurance Engagements
on Greenhouse Gas Statements;
• the International Standard ISO 14064-1
Greenhouse gases—Part 1: Specification
with guidance at the organisation level for
quantification and reporting of greenhouse gas
emissions and removals (‘ISO 14064-1:2018’);
and
• the Greenhouse Gas Protocol: A Corporate
Accounting and Reporting Standard (2004)
(‘the GHG Protocol’).
Serko’s GHG inventory report is provided
in Appendix 2 of this report, which includes
further information on the methodology used
to measure emissions.
Serko is reviewing alternatives to offset its
internal employee travel emissions and ensure
a positive long-term sustainable outcome.
We continue to investigate options to deliver
long-term and meaningful outcomes.
GHG emissions measurement
& assurance
Serko has prepared its GHG inventories
for FY24 in accordance with the requirements
of the Greenhouse Gas Protocol Corporate
Accounting and Reporting Standard and
ISO 14064:2018-1 standard.
An operational control approach was
used to account for emissions. Given the
current structure of the Serko Group, the
financial control approach is likely to have
resulted in a similar boundary and thus a
similar emissions inventory result.
Greenhouse gas emissions results
were calculated using the Ministry for
the Environment Detailed Greenhouse Gas
Reporting 2023 Guidelines for most emissions.
The United States Environmental Protection
2024 GHG Emissions Hub was used for
calculation of emissions associated with
emissions sources in the United States.
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03. Environment
03. Environment
1
Amounts have been rounded.
2
Location-based emissions are calculated using the average emissions intensity of the grids on which the energy consumption occurs (using grid-average emissions factor data). A number of gases have not
been separately disclosed as the emissions factors are unavailable (HFCs, NF3, PFCs) and SF6 has not been disclosed as it is not applicable to Serko.
3
Market-based emissions are calculated using the low carbon attributes of certifications bundled with the consumed electricity. Serko’s New Zealand operations uses 100% certified renewable energy from
Meridian Energy New Zealand.
4
Scope 3 downstream emissions are not included as we estimate these will be de minimus, given that Serko is a provider of SaaS travel platforms and the incremental GHG emissions from end user's
computing time while making a travel booking will be very small and difficult to measure. Serko is also not the supplier of travel for customers who book via our online travel platform.
Table 3: GHG emissions
ScopeEmissions sources
1
FY22FY23
(Baseline year)
FY24Change v FY23
Baseline (%)
Scope 1
Purchased natural gas
66717%
Scope 2
Purchased energy
454841-15%
Scope 3
Azure hosting infrastructure
10911892-22%
Business travel
4430345550%
Staff commuting
13326294%
Working from home
635239-25%
Transmission and distribution losses
22350%
TOTAL
231
50765128%
Total GHG Emissions (location based)
3, 4
28256169925%
Scope 2
Purchased energy (market based)
3330-9%
Total GHG Emissions (market based)
54668826%
Total GHG intensity
(tCO
2
e per $m of total income)
14.9
11.79.8-16%
Total GHG intensity
(tCO
2
e per $m of total income
across Scope 1 and Scope 2 emissions)
2.7
1.10.7
Our performance
Table 3 summarises GHG emissions
data for Serko’s direct emissions, energy
purchased, hosting infrastructure, business
travel, accommodation, employee commuting,
working from home and transmission and
distribution (T&D) losses for the 12 months
to 31 March 2024 (FY24), compared to our
baseline data from FY23.
Our target is to achieve more than a 30.6%
reduction in tCO2e per $m of total income
across our Scope 1 and 2 emissions by FY28,
against our FY23 emissions baseline. This
would result in an improvement in our emissions
intensity from 1.1 to 0.8 Scope 1 and 2 GHG
location-based emissions (t)/Total Income
($m) between FY23 and FY28.
While we will see growth in in our absolute
tC02e emissions (by scaling up and growing our
business) this target improvement will result in
Serko generating a much lower rate of emissions
relative to our financial scale – ultimately
becoming more efficient as we grow.
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Performance commentary
The differential in emissions between FY23
and FY24 is largely attributable to the growth in
Serko’s business travel as we grow and scale in
the European and US markets.
We continue to work closely with our key
partners based across Australia, Singapore,
Europe and the US and ongoing business travel
plays a critical part in ensuring our respective
management teams remain well connected and
aligned on growth strategies through a balance of
in-person and virtual sessions. We have focused
on improving the efficiency of our hosting
environments, including the Azure Hosting
partnering with Microsoft, which has delivered
a 22% reduction in emissions on the FY23
baseline. Finally, during FY24 we have also placed
emphasis on supporting more of the workforce
back into the office to improve the connection,
wellbeing and productivity of our teams, which
has seen an increase in staff commuting and
reduction in working from home.
As with many technology businesses, our Scope
3 (supply chain) emissions dominate our baseline
footprint, comprising 93% of our total emissions.
The Scope 3 emissions included in Table 3
include upstream emissions only. Downstream
emissions are not included as we estimate these
will be de minimus, given that Serko is a provider
of SaaS travel platforms and the incremental
GHG emissions from end user's computing time
while making a travel booking will be very small
and difficult to measure. Serko is also not the
supplier of travel for customers who book via
our online travel platform. However, the Serko
SaaS booking platforms can have a role to play
in helping to reduce the environmental impact
of our customers activities over time. This can
be achieved over time by providing insight into
travel-related emissions and environmental
impact at point of sale and enabling corporate
travellers to offset their carbon emissions. In
doing so, our travel booking platform can help
to shape user behaviour to encourage lower
impact options and develop more sustainable
travel programs.
Risks & opportunities
For Serko, transitional risks will be moderate
to major in the long term where pricing and
changing customer preferences may lead to
lower overall demand for travel, impacting
Serko’s revenue. A moderate impact may be
up to $2 million impact on revenue (2.9%)
while a major impact could see up to $5 million
revenue loss (7.2%).
As Serko’s business activities provide SaaS
travel platforms, minimal assets and/or business
activities are vulnerable to physical risks. With
hybrid working, Serko does not depend wholly
on leased office environments and our SaaS
platforms are hosted in commercial partner data
centres that manage the physical access and
infrastructure environments. All physical risks
would have minor impact over short, medium
and long-term timeframes, which would be <1%
of revenue where events are unlikely to impact
the effective operation of Serko.
Our product development opportunities
are focused on providing more options for
sustainable travel in the long term and working
to mitigate transitional risks on demand and
pricing. As a result, opportunities are aligned to
the transitional risk impacts, which may be up
to 2.9% for a moderate impact and up to 7.2%
for a major impact. The opportunity to reduce
our carbon footprint through infrastructure
optimisation would be focused on Hosting which
comprises 33% of Serko's Total Third Party Direct
Costs and Other Operating Expenses in FY24.
As noted, climate-related performance metrics
are not currently incorporated into management
remuneration policies. However, the People,
Remuneration and Culture Committee sets and
regularly reviews Serko’s remuneration policies
and practices to ensure they are consistent with
the Company’s strategic goals and incorporated
into short-term and long-term incentives.
Further information on the inclusions and
exclusions in the GHG Emissions Inventory can
be found on pages 63 – 64.
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06. Appendix06. Appendix
Appendix 2
Greenhouse Gas Emissions
Inventory Report
For the period: 1 April 2023 — 31 March 2024
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60
1. Introduction . . . . . . . . . . . . . . . . . . . . . .61
2. Statement of Intent ...............61
3. Organisational description .........61
Key personnel . . . . . . . . . . . . . . . . . . . . . . . . . . . .61
4. Scope . . . . . . . . . . . . . . . . . . . . . . . . . .62
Organisational boundary . . . . . . . . . . . . . . . . . . .62
Base year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .62
Assurance of GHG inventory . . . . . . . . . . . . . . . .63
Greenhouse gas emissions
source inclusions . . . . . . . . . . . . . . . . . . . . . . . . . .63
Greenhouse gas emissions
source exclusions . . . . . . . . . . . . . . . . . . . . . . . . .64
Contents
5. Methodology . . . . . . . . . . . . . . . . . . . .64
Data collection and quantification . . . . . . . . . . .64
6. GHG inventory summary . . . . . . . . . . .67
Reducing our carbon footprint . . . . . . . . . . . . . .68
7. FY24 Limited Assurance Report ....69
60
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This report is the annual greenhouse gas
(GHG) emissions inventory report for Serko
Limited (Serko). The inventory is a complete
and accurate quantification of the amount of
GHG emissions that can be directly attributed
to Serko’s operations within the declared
boundary and scope for the reporting period
of 1 April 2023 to 31 March 2024.
The inventory has been prepared in
accordance with the requirements of
the International Standard ISO 14064- 1
Greenhouse gases – Part 1: Specification
with guidance at the organisation level for
quantification and reporting of greenhouse
gas emissions and removals (‘ISO 14064-
1:2018’), and the Greenhouse Gas Protocol:
A Corporate Accounting and Reporting
Standard (2004) (‘the GHG Protocol’).
This inventory forms part of Serko’s
commitment to measure and manage our
emissions. Serko is committed to operating in
an energy-efficient environment and considers
the management of its GHG emissions to be a
principal component of its environmental and
sustainability objectives. It is our aim to be an
environmentally responsible organisation and
to continue to build an energy conscious culture
within the company.
We aim to balance our environmental and
financial priorities throughout our operations
and meet our regulatory compliance with
existing and future legislative requirements.
Intended users of this report include,
but are not limited to:
• our industry partners and government;
• Serko Strategic Leadership; and
• stakeholders
01
Introduction
02
Statement
of Intent
Serko is an online travel booking
and expense management service for the
business travel market. Serko is headquartered
in New Zealand, with offices across Australia,
China and the United States.
Serko Limited has a number of subsidiaries,
wholly owned and controlled by Serko Limited.
Serko is listed on the New Zealand Stock
Exchange Main Board (NZX:SKO) and Australian
Securities Exchange (ASX:SKO).
Key personnel
Key personnel in preparing the report at Serko
include the CFO, Shane Sampson and supported
by members of the Finance team to lead the data
collection. The report is prepared annually by
the Financial Planning and Analysis (FP&A) team
and reviewed by the Head of FP&A and CFO.
Signatory of the final report is the Chair of Audit,
Risk and Sustainability Committee, Jan Dawson.
03
Organisational
description
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Organisational boundary
Organisational boundaries included in this
reporting period were set with reference to the
methodology described in the GHG Protocol
Standard and ISO 14064-1:2018. An operational
control approach was used to account for
emissions. Given the current structure of Serko
Limited, the financial control approach would
result in the same boundary and the same
emissions inventory result.
All sites were included in measurement;
comprising the head office in Auckland; an office
in Sydney, Australia; an office in Foshan, China; an
office in Xi’an, China, and an office in Minnesota,
United States. Serko India Private Limited is
currently a non-trading company.
Serko is headquartered in New Zealand,
with offices across Australia, China, and the
United States. Serko Limited has a number
of subsidiaries, wholly owned and controlled
by Serko Limited.
04
Scope
Serko
Investments
Limited
(NZ)
Serko
Trustee
Limited
(NZ)
Serko
India Private
Limited
(IN)
InterpIX
Inc
(US)
Serko
Australia Pty
Limited
(AU)
Serko
Inc
(US)
Foshan Sige
Information
Technology
Limited
(China)
Serko Limited
99%
1%
Base year
Serko has used the financial year ending
31 March 2023 as its baseline year for assessing
appropriate metrics and targets for managing
our carbon emissions. The 2023 financial year is
regarded most appropriate as business activity
had largely returned to pre-covid level of activity.
Serko will consider recalculating the base year
if any of the following applies:
• if emissions factors changed substantially
and were relevant to prior years (for example,
if the science behind a factor changed);
• acquisitions including if Serko bought
or sold a business; or
• any new law or regulation that comes into
effect that results in Serko having to measure
any new aspects of its value chain.
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Table 1: Inclusions in FY24 GHG inventory
GHG protocol emissions source
1
Scope 3 categoryISO 14064-1:2018
Category
2
Inclusions
Direct GHG emissions (Scope 1)
GHG emissions from sources that are
owned or controlled by the Company
Category 1
Direct GHG emissions &
removals
Purchased natural gas
Indirect GHG emissions (Scope 2)
GHG emissions from the generation of purchased
electricity, heat and steam consumed by the company
Category 2
Indirect GHG emissions
from imported energy
Purchased energy
Indirect GHG emissions (Scope 3)
GHG emissions that occur as a consequence of the
activities of the Company but occur from sources
not owned or controlled by the Company
Category 1
Purchased goods & services
Category 4
Indirect GHG emissions
from products and
organisation uses
Azure hosting
Category 3
Fuel and energy-related activities
T&D Losses (Transmission
& Distribution)
Category 6
Business travel
Category 3
Indirect GHG emissions
from transportation
Business travel
Category 7
Employee commuting
Category 4
As above
Staff commuting
1
GHG Protocol Emissions categories: The Upstream Scope 3 subcategories included are subcategory 1 (purchased goods and services), 3 (Fuel- and energy-related activities), 6 (Business
travel) and 7 (Employee commuting). Categories 2 (Capital goods), 4 (Upstream transportation and distribution) and 5 (waste generated in operations) are considered de minimus and have
been excluded. Serko has no leased assets (category 8). Downstream emissions are not included as Serko is not the supplier of travel for customers who book via our online travel platform.
2
ISO 14064-1:2018 categories: Category 5 (Indirect GHG emissions — use of products from the organisation) and Category 6 (Indirect GHG emissions — other sources) are considered
de minimus and have been excluded.
Assurance of GHG
Emissions Inventory
Deloitte Limited has been appointed as the
third-party independent assurance provider for
the Greenhouse Gas Inventory Report for the
financial year ending 31 March 2024. Consistent
with the prior years, a limited level of assurance
has been given by Deloitte Limited over the
Scope 1, 2 and 3 assertions and quantifications
for FY24 included in this report. Please refer to
Appendix 1 for the Assurance Report.
Greenhouse gas emissions
source inclusions
The GHG emissions sources included in this
inventory were identified with reference to the
methodology described in the GHG Protocol
Corporate Standard and ISO 14064-1:2018.
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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
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05. Governance
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05. Governance
64
Greenhouse gas emissions
source exclusions
The following emissions sources have been
identified and excluded from the GHG emissions
inventory. Exclusions are a result of the inability
to obtain data from suppliers within Serko’s value
chain or where raw data is not comprehensive
enough to allow a reliable emissions result to be
produced. Exclusions from Serko’s emissions
profile are as follows:
• Waste and wastewater creation — data
unavailable and expected to be de minimus
• Refrigerants — data unavailable and expected
to be de minimus
• Public transport used on staff and business
travel — data available only by spend and
expected to be de minimus
• Rental cars — data available only by spend
and expected to be de minimus
• Scope 3 downstream emissions — expected to
be de minimus as incremental GHG emissions
from end user's computing time while making
a travel booking will be very small and difficult
to measure. Serko is also not the supplier of
travel for customers who book via our online
travel platform.
Data collection & quantification
We aim to collate relevant information from
the most credible and complete sources of
data to accurately calculate our carbon footprint.
As such, the following data quality hierarchy
(highlighted to the right) was observed in order
of descending preference when selecting
data for collation.
As we continue our climate reporting journey,
we are committed to improving our processes
over time. We seek to gain both a deeper
understanding of our impact on the environment
and how we can better support our customers
to understand their impact of business travel on
the environment. Our GHG inventory records are
stored in secured environments electronically.
Data quality hierarchy:
05
Methodology
1
Direct measurement and reporting
by independent third parties (for
example, supplier invoices)
2
Direct measurement and
internal reporting
3
Calculated estimates based upon
independent reporting methodologies
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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
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06. Appendix
GHG protocol
emissions source
Inclusions Data collection & quantification
Scope 1:
Direct GHG emissions
Purchased natural gasPurchased natural gas consumptions is based only in the US office. Estimates were made since gas usage is included in the rental
payment. Based on confirmation and information on office space and total gas usage obtained from the property manager in the US
office, the estimated gas usage was computed
GHG emissions factor used for the purchase of natural gas is based on the United States Environmental Protection Agency –
GHG Emission Factors Hub pdf published February 2024
Scope 2:
Indirect GHG emissions
Purchased energyReporting of monthly electricity billing for New Zealand and China offices. Estimates were made for the Australia and US offices since
electricity usage is included in the rental payment. Based on confirmation and information on office space and total electricity usage
obtained from the property managers in the Australia and US offices, the estimated energy usage was computed.
GHG emissions factors used for purchased energy is based on the following sources:
• NZ office: NZ emission factors are from the 2023 Emission Factors Workbook published by MFE (updated 07 Aug 2023).
• US office: United States Environmental Protection Agency — GHG Emission Factors Hub pdf published February 2024.
• China and Australia office: 2022 Emission Factors Workbook published by Carbon Footprint (updated February 2023).
Scope 3:
Indirect GHG emissions
Azure hostingMicrosoft’s Emissions Dashboard reports total emissions by Serko based on usage for FY24. There is some uncertainty in
the information because this usage is not traceable to the invoice issued by our supplier.
T&D Losses (Transmission
and Distribution)
Electricity Transmission and Distribution losses are estimated based on the electricity usage collected for scope 2 reporting as above.
Table 2: Data collection and quantif ication in FY24 GHG inventory
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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
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06. Appendix
GHG protocol
emissions source
Inclusions Data collection & quantification
Scope 3:
Indirect GHG emissions
Business travelReporting of Business travel comes from business travel reimbursement and travel management agency billings, which includes
flight itinerary, hotel nights and hire car usage. The distance is computed based on the itineraries available, which is converted to
equivalent emissions. Taxi and Uber expenditure comes from finance reports and expense claim data
Where information regarding travel activity was insufficient and uncertain, assumptions were used to estimate travel activity using
spend and most frequented travel routes. For accommodation, the number of hotel nights was calculated from an average of nightly
cost and the total spend. Average cost per night was determined based on the country of accommodation
GHG emissions factors used for Business travel is based on the following sources:
• NZ office: NZ emissions factors are from the 2023 Emission Factors Workbook published by MFE (updated 07 Aug 2023).
• US office: United States Environmental Protection Agency — GHG Emission Factors Hub pdf published February 2024.
• China and Australia office: 2022 Emission Factors Workbook published by Carbon Footprint (updated February 2023).
Staff commutingHuman Resources (HR) data was used to determine the number of full-time equivalent (FTE) in each location, as well as the approximate distance
they commute to and from the office. HR Survey was conducted to ascertain the typical commuting patterns of staff numbers at the offices
Data uncertainty is due to staff turnover. It was also assumed that all staff would drive to work in a petrol car. The emissions
factor used for this is MFE’s private car 2000-3000cc default petrol
GHG emissions factor for staff commuting and working from home of staff is based on the following sources:
• NZ office: NZ emissions factors are from the 2023 Emission Factors Workbook published by MFE (updated 07 Aug 2023).
• Australia, China & USA office: emissions factors used are from the Remote Worker Emissions Methodology White paper
published by Anthesis in February 2021.
Working from home
Table 2: Data collection and quantif ication in FY24 GHG inventory (continued)
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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
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06. Appendix
The total inventory for Serko Limited was
688 tonnes. The Scope and GHG break down
is given in Table 3. Note that for Scope 3,
emissions where a GHG break down was not
given are reported separately — these comprise
data centre emissions from Azure, purchased
energy, accommodation, working from home
and T&D losses.
The differential in emissions between FY23 and
FY24 is largely attributable to increased levels
of employee business travel. As with many
technology businesses, our Scope 3 (supply
chain) emissions dominate our baseline footprint,
comprising 93% of our total emissions.
The Scope 3 emissions included in the Table 3
include upstream emissions only. Downstream
emissions are not included as we estimate these
will be de minimus, given that Serko is a provider
of SaaS travel platforms and the incremental
GHG emissions from end user's computing time
while making a travel booking will be very small
and difficult to measure. Serko is also not the
supplier of travel for customers who book via
our online travel platform.
06
GHG inventory summary
Table 3: GHG inventory by scope and greenhouse gas in tCO
2
e
Emissions Scope
1
CO
2
(kg)
CH
4
(kg CO
2
e)
N
2
O
(kg CO
2
e)
Gas break down
not measured
(kg CO
2
e)
FY24 total
(tCO
2
e)
Scope 1
Purchased natural gas6,68633-7
Scope 2
Purchased energy25,1433228715,44941
Scope 3
Upstream GHG emissions
Azure hosting---92,27992
Business travel 420,8583333,02430,669455
Staff commuting59,6638601,744-62
Working from home31,3334401057,62039
T&D Losses (Transmission & distribution)1,2023231,4743
TOTAL
513,0561,6654,876132,042651
Total GHG emissions (location based)²544,8851,9904,966147,491699
Scope 2
Purchased energy (market based)³14,773436515,29430
Total GHG emissions (market based)³
534,5151,7114,944147,336688
¹
Amounts have been rounded.
² Location-based emissions are calculated using the average emissions intensity of the grids on which the energy consumption occurs (using grid-average emissions factor data). A number of
gases have not been separately disclosed as the emissions factors are unavailable (HFCs, NF3, PFCs) and SF6 has not been disclosed as it is not applicable to Serko.
³ Market-based emissions are calculated using the low carbon attributes of certifications bundled with the consumed electricity. Serko's New Zealand operations uses 100%
certified renewable energy from Meridian Energy New Zealand.
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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
06. Appendix
Reducing our carbon footprint
As well as supporting our business traveller
customers to reduce their carbon footprint,
over the past year we have continued to
look at ways to progressively reduce Serko’s
carbon footprint. With most of our operational
emissions generated from energy consumption
(through our office spaces and data centres)
and employee business travel (mainly air),
we have focused first on these areas as
opportunities to reduce our impact. We plan
to reduce our emissions-income intensity
(tCO2e per $m income) across Scope 1 and 2
through business policy, employee behaviour
and adoption of new technologies.
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Date: 28 May 2024
Claudia Batten
Chair
Jan Dawson
Chair of the Audit, Risk and
Sustainability Committee
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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
06. Appendix
on the procedures we have performed and the
evidence we have obtained. We conducted our
limited assurance engagement in accordance
with International Standard on Assurance
Engagements (New Zealand) 3410: Assurance
Engagements on Greenhouse Gas Statements
(‘ISAE (NZ) 3410’), issued by the New Zealand
Auditing and Assurance Standards Board. That
standard requires that we plan and perform this
engagement to obtain limited assurance about
whether the inventory report is free from material
misstatement.
A limited assurance engagement undertaken
in accordance with ISAE (NZ) 3410 involves
assessing the suitability in the circumstances of
the Group’s use of ISO 14064-1:2018 and the GHG
Protocol as the basis for the preparation of the
inventory report, assessing the risks of material
misstatement of the inventory report whether
due to fraud or error, responding to the assessed
risks as necessary in the circumstances,
and evaluating the overall presentation of
the inventory report. A limited assurance
engagement is substantially less in scope
than a reasonable assurance engagement in
relation to both the risk assessment procedures,
including an understanding of internal control,
and the procedures performed in response to the
assessed risks.
The procedures we performed were based
on our professional judgement and included
enquiries, observations of processes performed,
inspection of documents, analytical procedures,
evaluating the appropriateness of quantification
methods and reporting policies, and agreeing or
reconciling with underlying records.
Given the circumstances of the engagement,
in performing the procedures listed above we:
• Through enquiries, obtained an understanding
of the Group’s control environment and
information systems relevant to emissions
Independent Assurance Report
on Serko Limited’s greenhouse gas
emissions inventory report to the
Board of Directors of Serko Limited.
We have undertaken a limited assurance
engagement relating to the Greenhouse Gas
Emissions Inventory Report (the ‘inventory
report’) of Serko Limited (the “Company”) and
its subsidiaries (the “Group”) for the year ended
31 March 2024, comprising the emissions
inventory and the explanatory notes set
out in Appendix 2.
The inventory report provides information about
the greenhouse gas emissions of the Group for
the year ended 31 March 2024 and is based
on historical information. This information is
stated in accordance with the requirements of
International Standard ISO 14064-1 Greenhouse
gases – Part 1: Specification with guidance at the
organisation level for quantification and reporting
of greenhouse gas emissions and removals
(‘ISO 14064-1:2018’), and the Greenhouse Gas
Protocol: A Corporate Accounting and Reporting
Standard (2004) (‘the GHG Protocol’).
Board of Directors’ Responsibility
The Board of Directors are responsible for
the preparation of the inventory report, in
accordance with ISO 14064-1:2018, and the GHG
Protocol. This responsibility includes the design,
implementation and maintenance of internal
control relevant to the preparation of an inventory
report that is free from material misstatement,
whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express a limited
assurance conclusion on the Scope 1, 2 and
3 emissions within the inventory report based
07
FY24 Limited
Assurance Report
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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
06. Appendix
quantification and reporting, but did not
evaluate the design of particular control
activities, obtain evidence about their
implementation or test their operating
effectiveness.
• Evaluated whether the Group’s methods for
developing estimates are appropriate and
had been consistently applied. However, our
procedures did not include testing the data on
which the estimates are based or separately
developing our own estimates against which
to evaluate the Group’s estimates.
The procedures performed in a limited
assurance engagement vary in nature and timing
from, and are less in extent than for, a reasonable
assurance engagement. Consequently, the level
of assurance obtained in a limited assurance
engagement is substantially lower than the
assurance that would have been obtained
had we performed a reasonable assurance
engagement. Accordingly, we do not express
a reasonable assurance opinion about whether
Group’s inventory report has been prepared, in
all material respects, in accordance with ISO
14064-1:2018, and the GHG Protocol.
Inherent Limitations
Non-financial information, such as that
included in the Group’s Inventory Report,
is subject to more inherent limitations than
financial information, given both its nature and
the methods used and assumptions applied
in determining, calculating and sampling or
estimating such information. Specifically, GHG
quantification is subject to inherent uncertainty
because of incomplete scientific knowledge used
to determine emissions factors and the values
needed to combine emissions of different gases.
We note that a limited assurance engagement
is not designed to detect all instances of
non-compliance with the GHG Protocol, as it
generally comprises making enquires, primarily
of the responsible party, and applying analytical
and other review procedures.
Our Independence and
Quality Management
We have complied with the independence
and other ethical requirements of 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, which
is founded on fundamental principles of integrity,
objectivity, professional competence and due
care, confidentiality and professional behaviour.
Other than this engagement and our role as
auditor of the statutory financial statements,
our firm has no other relationships with or
interests in the Group.
The firm applies Professional and Ethical
Standard 3: Quality Management for Firms
that Perform Audits and Reviews of Financial
Statements, or Other Assurance or Related
Services Engagements which requires the firm
to design, implement and operate a system
of quality management including policies and
procedures regarding compliance with ethical
requirements, professional standards and
applicable legal and regulatory requirements.
Use of Report
Our assurance report is made solely to the
directors of the Group in accordance with
the terms of our engagement. Our work has
been undertaken so that we might state to the
directors those matters we have been engaged
to state in this report and for no other purpose.
To the fullest extent permitted by law, we accept
or assume no duty, responsibility or liability to
any other party in connection with the report or
this engagement, including without limitation,
liability for negligence in relation to the opinion
expressed in this report.
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01. Our approach to sustainability 02. FY24 highlights03. Environment04. Social05. Governance06. Appendix
06. Appendix
7171
Basis for Qualified Conclusion
Included in the Group's indirect GHG emissions
(Scope 3) is an amount of 92 tCO
2
e relating to
Azure hosting. As described in Table 2: Data
collection and Quantification in FY 24 GHG
inventory and section 5.2 Data and emissions
factors uncertainties of the inventory report, the
Group obtained its Scope 3 Azure emissions
from a Microsoft produced dashboard which
reports the Group's total annual emissions from
its use of the Azure service.
As noted in section 5.2 there is a lack of
transparency around the inputs, emissions
factors, assumptions, and methodologies used
by Microsoft (as a third party) to calculate the
Group’s Azure hosting emissions, as well as
the systems and processes used to allocate
electricity and server usage to the Group for the
year. We were also not provided with access by
Microsoft to information to enable us to obtain
sufficient appropriate evidence about the Azure
hosting emissions. Consequently, we were unable
to determine whether any adjustments to the
emissions reported were necessary. Accordingly,
our conclusion is qualified in this regard.
Qualified Conclusion
Based on the procedures performed and the
evidence obtained, except for the possible effects
of the matter described in the Basis for Qualified
Conclusion section of our report, nothing has
come to our attention that causes us to believe
that the inventory report for the year ended
31 March 2024 is not prepared, in all material
respects, in accordance with the requirements
of ISO 14064-1:2018, and the GHG Protocol.
This limited assurance report relates to the Greenhouse Gas
Emissions Inventory Report (the ‘inventory report’) of Serko
Limited (‘Serko’) for the year ended 31 March 2024 included on
Serko’s website. Serko’s Board of Directors are responsible for
the maintenance and integrity of the Serko’s website. We have not
been engaged to report on the integrity of the Serko’s website. We
accept no responsibility for any changes that may have occurred
to the inventory report since they were initially presented on the
website. The limited assurance report refers only to the inventory
report named above. It does not provide an opinion on any other
information which may have been hyperlinked to/from the inventory
report. If readers of this report are concerned with the inherent risks
arising from electronic data communication, they should refer to
the published hard copy of the inventory report and related limited
assurance report dated 28 May 2024 to confirm the information
included in the inventory report presented on this website.
28 May 2024
Auckland, New Zealand
Serko Environmental, Social & Governance Report 2024
serko.com
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.