Green Cross Health Limited 2024 Annual Report
02
| GREEN CROSS HEALTH
Unichem Pharmacies
Life Pharmacies
The Doctors Medical Centres
423,000
enrolled patients
doctors
401
330
pharmacies
27753
66
medical
centres
2.0
million
loyalty members
nurses
464
Green Cross Health’s promise is to provide the best health support, care and advice to New Zealand
communities. We are passionate about supporting healthier communities through our network of
pharmacies and medical centres.
Who we are
nurse
practitioners
31
As at 31 March 2024
Contents
The Company
The year at a glance 04
Company report 06
Company report - Pharmacy division 08
Company report - Medical division 10
Financials
Directors' declaration 13
Independent auditor's report 14
Group financial statements 18
Notes to the consolidated financial statements 22
Governance
Group entities 48
Board of Directors 52
Corporate governance 55
Climate-related disclosures 64
Other annual report disclosures 70
Shareholder information 75
Company directory 77
04
| GREEN CROSS HEALTH
The year at a glance
Divisional Performance
Group Performance
$19.3m
8% decrease vs FY23
Pharmacy Operating Profit
$15.0m
8% decrease vs FY23
Medical Operating Profit
$31.8m*
7% decrease vs FY23
$503.9m*
2% increase vs FY23
Group RevenueOperating Profit/EBIT
$166.6m
18% decrease vs FY23
$12.0m*
20% decrease vs FY23
(attributable to shareholders)
Net Profit After TaxNet Assets
* From continuing operations (the Community Health Division was divested on 28 February 2023).
Annual Report 2024 |
05
So let’s start with the plain English version of our accounts. If you are interested, more details can be found in the
financial statements and notes further on in this report.
2024
($’000)
2023**
($’000)
We generate revenue from two sources
Pharmacy retail and dispensary363,644360,386
Medical services140,271133,228
Our costs to operate are primarily
Wages and salaries180,812 174,122
Costs of products sold214,592 212,448
Other costs (marketing, governance, communications etc)52,35648,830
Lease expense, depreciation and amortisation 24,843 25,084
Impairment716 129
After all income and expenses, we earned
Profit before tax 22,42027,099
Tax expense(6,591) (6,804)
Profit after tax15,829 20,295
Profit and gain from discontinued operation, net of tax(276)30,254
Non-controlling interest(3,796)(5,315)
Profit after tax attributable to the Parent shareholders11,757 45,234
Financial Summary
What happened to the profit and where did the cash go?
We started the year with a bank balance of58,215 45,154
Our profit after tax (after adjusting for non-cash items) was*25,71537,659
We bought and sold various businesses(9,990)12,967
We bought fixed assets(7,399)(5,714)
We drew/(repaid) bank borrowings11,408(497)
We paid dividends to our shareholders(48,895) (10,073)
We paid dividends to our minority partners(3,061)(6,996)
Our working capital decreased by(2,591)(14,285)
We ended the year with a bank balance of23,40258,215
So what is the equity book value?
We have total assets of383,286401,007
We have total liabilities of(216,678) (199,002)
So our equity book value is166,608202,005
Which represents a net asset value for each share of (cents)116.1141.0
* Includes repayment of lease principal and interest expense of $20.4m (2023: $21.6m) under NZ IFRS 16
** Comparative information includes re-presentations and restatements for consistency with the current period.
The Company
06
| GREEN CROSS HEALTH
5.1
%
Pharmacy Division shows same
store sales increase of 5.1%
Results summary
Operating Revenue¹ of $503.9m, up 2%.
Operating Profit (EBIT)¹ of $31.8m, down 7% due to inflationary pressures, lower retail spending and
reduced higher margin COVID-19 activity.
Net Profit After Tax Attributable to Shareholders' down 20% to $12.0m.
Pharmacy Operating Revenue up 1% and Operating Profit down 8% to $19.3m.
Medical Operating Revenue up 5%
and Operating Profit down 8% to $15.0m.
Investment in growth of $17.9m, including seven new medical centres and one pharmacy.
2.0cps dividend declared to be paid on 21 June 2024.
1
From continuing operations (the Community Health divison was divested on 28 February 2023).
Company
report
Green Cross Health delivered Net
Profit After Tax Attributable to
Shareholders of $12.0m¹ over the
last twelve months.
The Company's strong financial position and narrowed focus following the sale of the Community Health division
ensure the Group is well positioned to deliver on its strategy of organic and acquisitive growth in medical and
pharmacy. The Pharmacy division saw dispensary growth with intial prescriptions up 7% for same stores and
vaccinations administered increased 5% on prior year. The Medical division expanded its national footprint
through the purchase of seven medical centres, to end the year with an enrolled patient base of 423,000.
Annual Report 2024 |
07
2021
478
2023
399
2022
494
2024
48.5
31.4
2021202320222024
34.3
504
31.8
Dividend
The Board has declared a final dividend of 2.0 cents per share (final FY24 dividend) to be paid in June 2024.
This brings the total dividends declared in respect of the FY24 year to 4.5 cents per share.
Green Cross Health future focus
The Board expects macro-economic challenges, particularly workforce shortages, inflationary pressures and
tightening of consumer spending, to remain in the new financial year. The Company will focus on improving
labour efficiency and cost management, utilising technology to support change. In-store execution, extension
of product range and expansion of service offerings are a priority. Green Cross Health urges the Government
to address funding levels to primary healthcare to ensure services remain accessible to those most in need in
communities across New Zealand.
Thank you to our team
Our team members provide expert care and advice to those in need of support, every day. We thank all our
people for their ongoing efforts, perseverance and commitment throughout the year. It is their dedication that
allows Green Cross Health to provide essential healthcare services to diverse New Zealand communities.
Group Operating Revenue
From Continuing Operations
($m)
before interest and tax
Group Operating Profit From
Continuing Operations ($m)
The Company
08
| GREEN CROSS HEALTH
Revenue in Pharmacy increased 1% to $363.6m while Operating Profit for the period decreased by $1.8m
to $19.3m due to labour cost pressures and inflation impacting margins. Dispensary continued to grow with
initial prescriptions up 7% for same stores, with growth accelerated by the Government removing the standard
pharmacy co-payment on 1 July 2023, a change for which Green Cross Health has lobbied over many years to
ensure equitable access to healthcare.
Vaccination activity also remained strong throughout the period; Unichem and Life pharmacies administered
over 320,000 vaccinations, a 5% growth over the prior year's record result. While flu vaccinations accounted for
the majority of vaccinations, the increased reliance on pharmacies as accessible primary health providers led to
a significant year-on-year rise in other vaccinations.
Same store retail sales were down 3% compared to prior year. Store optimisation led to two stores relocating,
three stores merging and two closing during the period. The division continues to selectively invest in new
pharmacies with one investment completed during the year, bringing the number of pharmacies in which the
division holds an equity interest to 84. Investment in differentiated products remains a priority.
Pharmacy
division
Unichem, Life Pharmacy
and PillDrop
Over 36 million prescription items were
dispensed by Green Cross Health’s
pharmacy network, a growth of two
million items year-on-year. Representing
a national network of 330 pharmacies,
Green Cross Health accounted for 40%
of total prescription volumes dispensed
in New Zealand. The Living Rewards
loyalty programme was refreshed
during the year, with membership now
exceeding two million customers. Six
refurbishments were undertaken as
part of the continued portfolio refresh,
in addition to one new pharmacy
investment completed.
330
stores
2.0
million
loyalty members
Annual Report 2024 |
09
The Living Rewards programme once again grew and membership surpassed the two million mark during the
year. The programme was rebranded to refresh and modernise interactions with existing members and to attract
new members given members spend 50% more than non-Living Rewards members. Additional investment was
made in the systems supporting the programme including introducing further technology to assist targeting of
retail offers through audience profiles, along with giving the Company the ability to engage with customers about
key health services and vaccinations as they become due, aligned to the division's care and advice strategy.
Highlights
Pharmacy division Operating Revenue increased 1% to $363.6m.
Initial prescription growth of 7% for same stores.
Living Rewards membership growth to 2.03m members.
Over 320,000 vaccinations administered, a 5% growth over the prior year’s record result.
Focus on people development with over 37,000 training modules completed in the year.
Green Cross Health pharmacies dispensed over 36 million prescriptions representing 40% of
total prescriptions volumes across New Zealand.
2021202320222024
Pharmacy Operating
Profit ($m)
before interest and tax
35.9
24.1
21.1
Pharmacy Operating
Revenue ($m)
2021
367.1
2023
316.8
20222024
360.4
363.6
19.3
Future focus
Extend new services, providing accessible care & advice for all New Zealanders.
Leverage loyalty system to provide tailored product and service offers, and
to increase proactive engagement with members.
Develop further differentiated brands and products including own brand
over-the-counter medications.
Lift retail experience through data-driven in-store space management and
continued refinement of product range.
Manage costs, leveraging technology to maximise workforce productivity
and support staff to practise at top of clinical scope.
The Company
10
| GREEN CROSS HEALTH
66
medical centres
9%
increase in enrolled patients
to 423,000
Medical
division
The Doctors and
HouseCall
The Medical division now
numbers 66 centres, following
the addition of seven
centres during the period.
The programme of centre
refurbishments and branding
continued, along with significant
investment in technology to
increase efficiency and enhance
patient experience. Revenue
increased to $140.3m.
Medical Revenue increased 5% to $140.3m, with Operating Profit down $1.2m to $15.0m. A reduction in higher
margin COVID-19 activity and labour cost pressures impacted profitability, particularly in the first half of the year.
As a result, restructuring of the cost base was completed in the second half of the year, contributing to a lift in
performance.
The Medical division continued to expand. The portfolio’s national footprint grew to 66 centres following
investment in seven medical centres. Enrolled patients as at 31 March 2024 totalled 423,000, an increase of
37,000 (+9%) since 31 March 2023. Three practices underwent refurbishments during the year to enhance the
patient environment and increase efficiencies in the delivery of patient care. Further investment was made in the
rebranding programme, with 44 centres now operating under The Doctors brand.
Investment in technology was an area of focus throughout the year with the roll-out of a standardised
practice management system now complete at 53 medical centres. An integrated invoice payment solution
was implemented at 33 medical centres, improving the ease with which patients can make payments. The
implementation of The Doctors App progressed, with 30 medical centres onboarded and additional centres
planned for FY25 launch.
Green Cross Health is funded by 12 different Primary Health Organisations (PHOs) for its 66 medical centres.
During the year approval was received to migrate 28 centres to National Hauora Coalition (NHC) PHO on or
before 1 July 2024, of which two were completed by 31 March 2024. The transition is on track and the Company
continues to advocate for further simplification of funding arrangements, to achieve efficiencies and maximise
time spent on patient care.
Annual Report 2024 |
11
Medical Operating
Revenue ($m)
Medical Operating
Profit ($m)
before interest and tax
2021
111.0
2023
82.2
2022
133.2
2024
16.0
9.3
2021202320222024
16.2
140.3
15.0
Future focus
Expand national footprint through targeted centre acquisitions.
Invest in technology and extension of omni-channel solutions to enhance patient experience
while lifting workforce productivity.
Operational and clinical improvements to increase efficiencies and provide high-quality patient care.
Continue the programme of centre refurbishments and rebrands to build The Doctors brand nationally.
Highlights
Medical division Operating Revenue grew 5% to $140.3m.
Investment in seven practices, taking the portfolio to 66 medical centres.
New Zealand’s largest general practice enrolled patient base with 9% growth in enrolled patients,
to 423,000.
Investment in technology with the roll-out of a standardised practice management system now
complete at 53 centres.
Approval received to migrate 28 centres to National Hauora Coalition (NHC) PHO, simplifying
funding arrangements.
Three major refurbishments to enhance the patient environment and increase efficiencies.
The Company
12
| GREEN CROSS HEALTH
Financials
Directors' declaration 13
Independent auditor's report 14
Group financial statements
Consolidated statement of comprehensive income 18
Consolidated statement of changes in equity 19
Consolidated statement of financial position 20
Consolidated statement of cash flows 21
Notes to the consolidated financial statements22
Annual Report 2024 |
13
The Company
Financials
For the year ended 31 March 2024
In the opinion of the Directors of Green Cross Health Limited, the financial
statements and notes, on pages 18 to 45:
•Comply with New Zealand generally accepted accounting practice and give
a true and fair view of the financial position of the Green Cross Health Limited
Group as at 31 March 2024 and the results of its operations and cash flows for
the year ended on that date.
•Have been prepared using appropriate accounting policies, which have been
consistently applied and supported by reasonable judgements and estimates.
The Directors believe that proper accounting records have been kept which enable,
with reasonable accuracy, the determination of the financial position of the Group
and facilitate compliance of the financial statements with the Financial Reporting
Act 2013.
The Directors consider that 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
reasonable assurance as to the integrity and reliability of the financial statements.
The Directors are pleased to present the financial statements of Green Cross
Health Limited for the year ended 31 March 2024.
For and on behalf of the Board of Directors:
Kim Ellis
Chair
29 May 2024
Carolyn Steele
Director
29 May 2024
Directors’ declaration
14
| GREEN CROSS HEALTH
Report on the audit of the consolidated financial statements
Opinion
In our opinion, the consolidated financial statements of Green Cross Health Limited (the ’Company’)
and its subsidiaries (the ‘Group’) on pages 18 to 45 present fairly, in all material respects:
i. The Group’s financial position as at 31 March 2024 and its financial performance and cash flows for
the year ended on that date.
In accordance with New Zealand Equivalents to International Financial Reporting Standards issued by
the New Zealand Accounting Standards Board and International Financial Reporting Standards issued
by the International Accounting Standards Board.
We have audited the accompanying consolidated financial statements which comprise:
•The consolidated statement of financial position as at 31 March 2024;
•The consolidated statements of comprehensive income, changes in equity and cash flows for the
year then ended; and
•Notes, including a summary of significant accounting policies.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand)
(‘ISAs (NZ)’). We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board and the International
Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants
(including International Independence Standards) (‘IESBA Code’), and we have fulfilled our other ethical
responsibilities in accordance with these requirements and the IESBA Code.
Our responsibilities under ISAs (NZ) are further described in the Auditor’s responsibilities for the audit of
the consolidated financial statements section of our report.
Our firm has also provided other services to the Group in relation to tax compliance and advisory and a
retail strategy review. Subject to certain restrictions, partners and employees of our firm may also deal
with the Group on normal terms within the ordinary course of trading activities of the business of the
Group. These matters have not impaired our independence as auditor of the Group. The firm has no
other relationship with, or interest in, the Group.
Materiality
The scope of our audit was influenced by our application of materiality. Materiality helped us to
determine the nature, timing and extent of our audit procedures and to evaluate the effect of
misstatements, both individually and on the consolidated financial statements as a whole. The
materiality for the consolidated financial statements as a whole was set at $1.1 million determined with
reference to a benchmark of Group Profit Before Tax. We chose the benchmark because, in our view,
this is a key measure of the Group’s performance.
Independent
auditor’s report
To the shareholders of Green Cross Health Limited
Annual Report 2024 |
15
Key audit matters
Key audit matters are those matters that, in our professional judgement, were
of most significance in our audit of the consolidated financial statements in the
current period. We summarise below those matters and our key audit procedures
to address those matters in order that the shareholders as a body may better
understand the process by which we arrived at our audit opinion. Our procedures
were undertaken in the context of and solely for the purpose of our statutory audit
opinion on the consolidated financial statements as a whole and we do not express
discrete opinions on separate elements of the consolidated financial statements.
The key audit matter: Impairment of non-current assets
Refer to note 14 of the consolidated financial statements.
The Group has grown significantly through acquisitions in its Pharmacy and Medical
business units which has resulted in the recognition of goodwill in the amount of
$86.6 million, and $77.0 million, respectively.
In the event the business units underperform compared to their business cases,
there is a risk that the goodwill arising on acquisition may no longer be supported.
As disclosed in note 14, the Group performs an annual impairment test of goodwill
and uses a discounted cash flow model to determine the recoverable amount of its
business units to which goodwill has been allocated.
In performing this assessment, assumptions are made in respect of future economic
and market conditions. Cashflow forecasts include consideration of the Group’s
strategic business plan for each business unit and their impact on forecast sales and
operating costs. Additionally, management determined terminal growth rates and
discount rates which reflect an assessment of the time value of money and the risks
specific to each business unit.
The annual impairment test performed by the Group was significant to our audit
due to the magnitude of the goodwill balance and because the assessment
process involved judgement about the future performance of the business units.
The market capitalisation deficit that exists at balance date is an indicator of
impairment.
How the matter was addressed in our audit
Our audit procedures included:
•Ensuring the allocation of goodwill to the Group’s business units is appropriate;
•Evaluating the methodology, mathematical accuracy and assumptions applied
in the discounted cash flow models. We used our own valuation specialists to
assist us with the consideration of terminal growth and discount rates;
•Challenging management’s cash flow assumptions over projected cash, and
the expected impact of the Group’s business plans for each business unit by
reference to their historical performance and the internal and external factors
that influence their operations;
•Performing sensitivity analysis around the key assumptions used in the models;
•Reviewing the appropriateness of related disclosures in the consolidated
financial statements; and
•Challenged management on whether the market capitalisation deficit is an
indicator of impairment, and challenged management's earnings assumptions
used in the value in use calculations.
We did not identify any factors that were materially inconsistent with management’s
overall conclusions.
Financials
16
| GREEN CROSS HEALTH
Independent auditor's report
(continued)
Other information
The Directors, on behalf of the Group, are responsible for the other information included
in the Group’s Annual Report. Other information includes the Directors' Declaration and
the other information included in the Annual Report. Our opinion on the consolidated
financial statements does not cover any other information and we do not express any
form of assurance conclusion thereon.
The Annual Report is expected to be made available to us after the date of this
Independent Auditor’s Report. Our responsibility is to read the Annual Report when it
becomes available and consider whether the other information it contains is materially
inconsistent with the consolidated financial statements, or our knowledge obtained in
the audit, or otherwise appear misstated. If so, we are required to report such matters
to the Directors.
Use of this independent auditor’s report
This independent auditor’s report is made solely to the shareholders as a body. Our
audit work has been undertaken so that we might state to the shareholders those
matters we are required to state to them in the independent auditor’s report and for
no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the shareholders as a body for our audit work, this
independent auditor’s report, or any of the opinions we have formed.
Responsibilities of the Directors for the consolidated financial statements
The Directors, on behalf of the Company, are responsible for:
•The preparation and fair presentation of the consolidated financial statements in
accordance with generally accepted accounting practice in New Zealand (being
New Zealand Equivalents to International Financial Reporting Standards) and
International Financial Reporting Standards issued by the New Zealand Accounting
Standards Board;
•Implementing necessary internal control to enable the preparation of a
consolidated set of financial statements that is free from material misstatement,
whether due to fraud or error; and
•Assessing the ability to continue as a going concern. This includes disclosing, as
applicable, matters related to going concern and using the going concern basis of
accounting unless they either intend to liquidate or to cease operations or have no
realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objective is:
•To obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error; and
•To issue an independent auditor’s report that includes our opinion.
Annual Report 2024 |
17
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs NZ will always detect a material
misstatement when it exists.
Misstatements can arise from fraud or error. They are considered material if,
individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of our responsibilities for the audit of these consolidated
financial statements is located at the External Reporting Board (XRB) website at:
http://www.xrb.govt.nz/standards-for-assurance-practitioners/auditors-
responsibilities/audit-report-1/
This description forms part of our independent auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report
is Jodi Newth.
For and on behalf of
KPMG
Auckland
29 May 2024
Financials
18
| GREEN CROSS HEALTH
Notes2024
$’000
2023
$’000
Continuing operations
Operating revenue5503,915493,614
Operating expenditure7.2(452,080)(438,398)
Depreciation and amortisation expense12,14(6,254)(6,820)
Depreciation - leases13(14,269) (15,266)
Impairment12,14(716)(129)
Share of equity accounted net earnings161,1981,315
Operating profit before interest and tax31,794 34,316
Interest income900584
Interest expense(2,549)(1,453)
Interest expense - leases(7,725)(6,348)
Net interest expense(9,374)(7,217)
Profit before tax22,42027,099
Income tax expense8(6,591)(6,804)
Profit from continuing operations15,82920,295
Discontinued operation
(Loss)/profit from discontinued operation, net of tax4(276)30,254
Profit for the year15,55350,549
Other comprehensive income for the year, net of tax - -
Total comprehensive income for the year15,55350,549
Attributable to:
Shareholders of the Parent 11,75745,234
Non-controlling interest3,7965,315
15,553 50,549
Earnings per share
Basic earnings per share (cents)98.2031.57
Diluted earnings per share (cents)98.1831.46
Earnings per share - continuing operations
Basic earnings per share98.3910.45
Diluted earnings per share98.3710.42
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 45 form part of the
Financial Statements.
Consolidated statement
of comprehensive income
For the year ended 31 March 2024
Annual Report 2024 |
19
NotesShare
capital
$’000
Share
Based
Payment
Reserve
$'000
Retained
earnings
$’000
Non-
controlling
interest
$’000
Total
equity
$’000
Balance as at 1 April 202290,610-66,07114,485171,166
Profit or loss for the year--45,2345,31550,549
Total comprehensive income for the year--45,234 5,31550,549
Distributions to non-controlling interests---(8,859)(8,859)
Impacts of other transactions with non-controlling
interest--(1,167)(344)(1,511)
Dividends to shareholders10--(10,073)-(10,073)
Performance share rights charged to SOCI-733--733
Performance share rights vested21150(150)---
Balance as at 31 March 202390,760 583100,06510,597 202,005
Balance as at 1 April 202390,760 583100,065 10,597202,005
Profit or loss for the year--11,7573,79615,553
Total comprehensive income for the year--11,7573,79615,553
Distributions to non-controlling interests---(3,543)(3,543)
Impacts of other transactions with non-
controlling interest--(52)1,490 1,438
Dividends to shareholders10--(48,895)-(48,895)
Performance share rights charged to SOCI-50--50
Performance share rights vested21183(183)---
Balance as at 31 March 202490,94345062,87512,340166,608
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 45 form part of the
Financial Statements.
Consolidated statement
of changes in equity
For the year ended 31 March 2024
Financials
20
| GREEN CROSS HEALTH
ASSETS
Notes2024
$’000
2023
$’000
Current assets
Cash and cash equivalents23,40258,215
Trade and other receivables1125,54926,496
Inventories30,44531,961
Income taxes refundable11404-
Total current assets79,800116,672
Non-current assets
Other receivables112,6932,421
Property, plant and equipment1218,97919,248
Right-of-use assets1397,08488,798
Intangible assets14165,937155,030
Deferred tax asset1511,97711,691
Equity accounted group investments166,8167,147
Total non-current assets303,486284,335
Total assets383,286401,007
LIABILITIES
Current liabilities
Trade payables and accruals1772,09574,656
Income taxes payable17-1,531
Borrowings182,573 1,903
Lease liabilities1313,09813,025
Total current liabilities87,76691,115
Non-current liabilities
Borrowings1832,37221,634
Lease liabilities1396,54086,253
Total non-current liabilities128,912107,887
Total liabilities216,678199,002
Net assets166,608202,005
EQUITY
Share capital90,94390,760
Share based payment reserve450583
Retained earnings62,875100,065
Total equity attributable to shareholders of the parent154,268191,408
Non-controlling interest12,34010,597
Total equity166,608202,005
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 45 form part of the
Financial Statements.
Consolidated statement
of financial position
As at 31 March 2024
Annual Report 2024 |
21
Notes2024
$’000
2023
$’000
Cash flows from operating activities
Dividends received161,8521,260
Receipts from customers504,862692,836
Interest received900 584
Payments to suppliers and employees(453,638)(639,647)
Income taxes paid(8,019)(9,124)
Net cash inflow from operating activities1945,95745,909
Cash flows from investing activities
Purchases of property, plant, equipment and software intangibles(7,399)(5,714)
Acquisition of interests in equity accounted investments16(323)(2,880)
Acquisition of interests in subsidiary and non-controlling interests(10,178)(15,725)
Disposal of discontinued operation, net of cash disposed of4(276)29,747
Net cash (outflow)/inflow from investing activities(18,176)5,428
Cash flows from financing activities
Proceeds from borrowings41,2202,376
Repayments of borrowings(29,812)(2,873)
Payment of lease liabilities(12,641)(14,734)
Interest expense(2,467)(1,453)
Interest expense - leases(7,725)(6,348)
Distributions to non-controlling interest(3,061)(6,996)
Dividend paid10(48,895)(10,073)
Net cash outflow from financing activities(63,381)(40,101)
Net (decrease)/increase in cash and cash equivalents(35,600)11,236
Cash and cash equivalents at the beginning of the financial year58,21545,154
Cash acquired: business combinations67871,825
Cash and cash equivalents at end of year23,40258,215
Reconciliation of closing cash and cash equivalents to the consolidated statement of
financial position
Cash and cash equivalents23,40258,215
Closing cash and cash equivalents23,40258,215
The accompanying Statement of Accounting Policies and notes to the Consolidated Financial Statements on pages 22 to 45 form part of the
Financial Statements.
Consolidated statement
of cash flows
For the year ended 31 March 2024
Financials
22
| GREEN CROSS HEALTH
1.Reporting entity
Green Cross Health Limited (the “Parent” or
the “Company”) is a New Zealand company
registered under the Companies Act 1993 and is
an FMC entity for the purposes of the Financial
Reporting Act 2013 and the Financial Markets
Conduct Act 2013. The Financial Statements
have been prepared in accordance with these
Acts. The Company is listed on the New Zealand
Stock Exchange (“NZX”).
The consolidated financial statements of Green
Cross Health Limited comprise the Parent, its
subsidiaries, and its interest in associates and joint
ventures (together referred to as the “Group”).
2.Basis of preparation of
financial statements
(a) Statement of compliance
The financial statements have been prepared
in accordance with New Zealand Generally
Accepted Accounting Practice (“NZ GAAP”).
They comply with New Zealand equivalents
to International Financial Reporting Standards
(“NZ IFRS”), and other applicable Financial
Reporting Standards, and authoritative notices
as appropriate for a Tier one for profit entity.
They also comply with International Financial
Reporting Standards.
The financial statements were approved by the
Board of Directors on 29 May 2024.
(b) Basis of measurement
The financial statements of the Group are
prepared under the historical cost basis unless
otherwise noted within the specific accounting
policies below.
(c) Changes in accounting policy
The Group has consistently applied the following
accounting policies to all periods presented in
these consolidated financial statements, except
as mentioned below.
(d) Comparatives
Comparative information for the prior year has
been represented in respect of the disposal of
the Community Health division (refer to Note 4).
(e) Functional and presentation currency
These financial statements are presented in
New Zealand dollars ($), which is the functional
currency of the entities of the Group. All financial
information presented in New Zealand dollars
has been rounded to the nearest thousand.
(f) Significant estimates and judgements
The preparation of financial statements
in conformity with NZ IFRS requires the
Directors to make judgements, estimates
and assumptions that affect the application
of policies and reported amounts of assets,
liabilities, income and expenses. The estimates
and associated assumptions are based on
historical experience and various other factors
that are believed to be reasonable under the
circumstances, the results of which form the
basis for making judgements about carrying
values of some assets and liabilities. Actual
results may differ from these estimates.
In authorising the financial statements for the
year ended 31 March 2024, the Directors have
ensured that the specific accounting policies
necessary for the proper understanding of
the financial statements have been disclosed,
and that all accounting policies adopted are
appropriate for the Group’s circumstances and
have been consistently applied throughout the
year for all Group entities for the purposes of
preparing the consolidated financial statements.
The estimates and underlying assumptions
are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in
the period in which the estimate is revised if
the revision affects only that period, or in the
period of revision and future periods if the
revision affects both current and future periods.
Information about the significant areas of
judgement exercised or estimation in applying
accounting policies that have had a significant
impact on the amounts recognised in the
Notes to the consolidated
financial statements
For the year ended 31 March 2024
Annual Report 2024 |
23
financial statements are described as follows:
(i) Classification of investments
Classifying investments as either subsidiaries,
associates or joint ventures requires the
Directors to assess the degree of influence
which the Group holds over the invested. In
arriving at a conclusion the Directors take into
account the constitutional structure of the
invested, governance arrangements, current
and future representation on the Board of
Directors, and all other arrangements which
might allow influence over the operating and
financial policies of the invested.
(ii) Impairment of goodwill and indefinite life
intangible assets
The carrying values of goodwill and intangible
assets with an indefinite useful life, are
assessed at least annually to ensure that they
are not impaired. This assessment requires
the Directors to estimate future cash flows
to be generated by cash generating units to
which goodwill and intangible assets with
indefinite useful lives have been allocated.
Estimating future cash flows entails making
judgements including the expected rate of
growth of revenues and expenses, margins
and market shares to be achieved, and the
appropriate rate to apply when discounting
future cash flows. Note 14 of these financial
statements provides more information on the
assumptions the Directors have made in this
area and the carrying values of goodwill and
indefinite life intangible assets. As the outcomes
in the next financial period may be different to
the assumptions made, it is impracticable to
predict the impact that could result in a material
adjustment to the carrying amount.
(iii) Accounting for leases under NZ IFRS 16
In determining the right-of-use assets and lease
liabilities a number of estimates and judgements
have been made by management. These
include determining the applicable incremental
borrowing rates and assessment of the lease
terms, including any rights of renewal and
whether it is reasonably certain they will be
exercised. See Note 13.
(g) Subsidiaries
Subsidiaries are entities that are controlled by
the Group. Control exists when the Group is
exposed to, or has rights to, variable returns
from its involvement in the investee and has the
ability to affect those returns through its power
over the investee. Power arises when the Group
has existing rights to direct the relevant activities
of the investee, i.e. those that significantly affect
the investee’s returns. Control is assessed on a
continuous basis.
The Group consolidates the results of its
subsidiaries from the date that control
commences until the date on which control
ceases. At such point as control ceases, it
derecognises the assets, liabilities and any
related non-controlling interests and other
components of equity. Any interest retained in
the former subsidiary is measured at fair value
when control is lost.
The Group discontinues the use of the equity
method from the date when the investment
ceases to be an associate or a joint venture. At
the date the equity method is discontinued, the
difference between the carrying amount of the
associate or a joint venture and the fair value
of any retained interest and any proceeds from
disposing of a part interest in the associate or a
joint venture is included in the determination of
the gain or loss on disposal of the associate or
joint venture.
The Group’s ownership interests in subsidiaries
ranges from 25% to 100% (2023: 25% to
100%). The Group consolidates 34 out of 49
entities where it holds less than half of the
voting rights. This is on the basis that the
Group’s contractual arrangements with these
entities result in them meeting the definition of
being subsidiaries as set out above.
Financials
24
| GREEN CROSS HEALTH
2.Basis of preparation
of financial statements
(continued)
(h) Non-controlling interests
Non-controlling interests are present ownership
interests and are initially measured at either
fair value or the non-controlling interests’
proportionate share of the acquiree’s identifiable
net assets. The choice of measurement basis
is determined on a transaction-by-transaction
basis. Under the proportionate interest method,
goodwill is not attributed to the non-controlling
interest and the Group recognises only its share
of goodwill whereas under fair value, the non-
controlling interest includes its proportionate
share of goodwill.
Changes in the Group’s interest in a subsidiary
that do not result in a change in the control
conclusion are accounted for as transactions
with equity-holders in their capacity as equity
holders.
While the group has 52 (2023: 48) subsidiaries
with non-controlling interests, there are no
subsidiaries with individually material
non-controlling interest.
(i) Transactions eliminated on consolidation
Intra-group balances, and any unrealised
income and expenses arising from intra-group
transactions, are eliminated in preparing the
consolidated financial statements. Unrealised
gains arising from transactions with equity
accounted investees are eliminated against
the investment to the extent of the Group’s
interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains,
but only to the extent that there is no evidence of
impairment.
(j) Goods and services tax (GST)
The statement of comprehensive income has
been stated so that all components are exclusive
of GST. All items in the statement of financial
position are stated net of GST with the exception
of receivables and payables, which include GST
invoiced.
(k) Statement of cash flows
The statement of cash flows has been prepared
using the direct method subject to the netting of
certain cash flows.
Cash flows in respect of investments and
borrowings that have been rolled-over under
arranged banking facilities have been netted in
order to provide meaningful disclosures.
Cash and cash equivalents comprise cash
balances and call deposits. Bank overdrafts
that are repayable on demand and form an
integral part of the Group’s cash management
are included as a component of cash and cash
equivalents for the purpose of the statement of
cash flows.
Operating activities include all cash received from
all revenue sources and all cash disbursed for all
expenditure sources including taxation refunds
or payments and other transactions that are not
classified as investing or financing activities.
Investing activities reflect the acquisition and
disposal of property, plant and equipment and
intangibles, loans to associates, and investments
in associates, subsidiaries and joint ventures.
Financing activities reflect changes in borrowings
and equity.
(l) Inventory
Inventories are measured at the lower of cost
and net realisable value. The cost of inventories
is based on a weighted average principle, and
includes expenditure incurred in acquiring the
inventories, production or conversion costs
and other costs incurred in bringing them to
their existing location and condition. Inventory
comprises of pharmacy goods held for sale.
(m) Government grants
Grants that compensate the Group for expenses
incurred are recognised in profit and loss as other
income on a systematic basis in the periods in
which the expenses are recognised.
3.New standards and
interpretations issued and
not yet effective
A number of new standards, amendments to
standards and interpretations are not yet effective
for the year ended 31 March 2024. These have
been assessed for applicability to the Group
and the Directors have concluded that they will
not have a significant impact on future financial
statements, except for amendment to NZ IAS
1 which will require additional disclosures in the
financial statements in respect of covenants.
Annual Report 2024 |
25
2024
$’000
2023
$’000
Discontinued operations
Revenue-197,443
Expenses-(185,096)
Results from operating activities-12,347
Income tax expense-(3,898)
Result from operating activities, net of tax-8,449
(Loss)/gain on sale of discontinued operation(276)21,805
(Loss)/profit from discontinued operation, net of tax(276)30,254
Cash flow
Net cash inflow from operating activities-8,765
Net cash outflow from investing activities-(153)
Net cash outflow from financing activities-(15,490)
Net decrease in cash generated by the discontinued operations-(6,878)
Consideration (paid)/received, satisfied in cash(276)31,971
Cash and cash equivalents disposed of-(2,224)
Net cash flows(276)29,747
Effect of disposal on the financial position of the Group
Cash and cash equivalents-(2,224)
Trade and other receivables-(19,034)
Inventories-(139)
Property, plant and equipment-(423)
Right-of-use assets-(3,679)
Intangible assets-(19,210)
Deferred tax asset-(6,595)
Total assets-(51,304)
Trade payables and accruals-37,537
Lease liabilities-3,809
Income taxes payable-2,119
Total liabilities-43,465
Net assets and liabilities-
(7,839)
4.Discontinued operations
The Community Health division was sold on 28 February 2023 with effect from 1 March 2023 and is
reported in the prior period as a discontinued operation. Financial information relating to the discontinued
operation for the period to the date of disposal is set out below.
The completion process associated with the sale of the Community Health division has concluded and an
adjustment to the sale price of $276,000 has been reflected in the current year result.
Financial performance and cash flow information
The financial performance and cash flow information presented are for the eleven months ended 28
February 2023 (2023 column).
Financials
26
| GREEN CROSS HEALTH
5.Segment reporting
Segment information provided in this note reflects the Group's performance from continuing operations only.
The Community Health business was discontinued last year and has been excluded from the disclosure in this
note. Please see Note 4 Discontinued operations for further information.
The Group has two reportable segments: pharmacy services and medical services. The pharmacy services
segment provides retail and dispensary services, the medical services segment provides GP, nursing and
urgent care services.
The Group’s main operations are in the pharmacy industry providing pharmacy services through consolidated
stores, equity accounted investments and franchise stores. The medical services segment includes fully
owned and equity accounted medical centres, and support services provided to these medical centres, as
well as medical centres outside the Group.
The Board monitors the various revenue streams within each reportable segment separately however, they do
not meet the criteria for separate disclosure due to the following:
•Aggregation of the operating segments within each reportable segment is consistent with the core
principle of NZ IFRS 8, i.e. aggregating will not distort the interpretation of the financial statements for the
users;
•The operating segments within each reportable segment share the same economic characteristics; and
•The nature of the products and services, and the nature of the regulatory environment are the same for the
operating segments.
Operating segments
Information about reportable segments from continuing operations
March 2024NotesPharmacy
Services
$’000
Medical
Services
$’000
Corporate
$’000
Total
$’000
External revenues7.1363,559140,254-503,813
Other income8517-102
Total revenue363,644140,271-503,915
Cost of products sold(214,321)(271)- (214,592)
Employee benefit expense(80,028)(100,784)-(180,812)
Lease expenses(3,598)(722)-(4,320)
Other expenses(33,095)(16,776)(2,485)(52,356)
Depreciation and amortisation(4,299)(1,955)-(6,254)
Depreciation - leases(8,793)(5,476)-(14,269)
Impairment(565)(151)-(716)
Share of equity accounted net earnings377821-1,198
Segment profit19,32214,957(2,485)31,794
Interest income900
Interest expense(2,549)
Interest expense - leases(7,725)
Profit before tax22,420
Tax expense(6,591)
Profit after tax
15,829
Loss from discontinued operation, net of tax(276)
Non-controlling interest(3,796)
Net profit attributable to the shareholders of the Parent
11,757
Reportable segment assets274,352119,693(10,759)383,286
Reportable segment liabilities135,38392,054(10,759)*216,678
* Intersegmental elimination.
Annual Report 2024 |
27
March 2023NotesPharmacy
Services
$’000
Medical
Services
$’000
Corporate
$’000
Total
$’000
External revenues7.1360,030132,541-492,571
Other income*356687-1,043
Total revenue360,386133,228-493,614
Cost of products sold(212,120)(328)- (212,448)
Employee benefit expense(78,435)(95,687)-(174,122)
Lease expenses(2,813)(185)-(2,998)
Other expenses(30,361)(15,477)(2,992)(48,830)
Depreciation and amortisation(5,204)(1,616)-(6,820)
Depreciation - leases(10,302)(4,964)-(15,266)
Impairment(179)50-(129)
Share of equity accounted net earnings143 1,172 -1,315
Segment profit21,11516,193(2,992)34,316
Interest income584
Interest expense(1,453)
Interest expense - leases(6,348)
Profit before tax27,099
Tax expense(6,804)
Profit after tax20,295
Profit from discontinued operation, net of tax30,254
Non-controlling interest(5,315)
Net profit attributable to the shareholders of the Parent 45,234
Reportable segment assets302,011110,074(11,078)401,007
Reportable segment liabilities121,73188,349(11,078)**199,002
* Other income includes:
•Government wage subsidies and resurgence support payments received of $0.4m within Pharmacy Services.
•Gain on step acquisitions, $0.7m within Medical Services.
** Intersegmental elimination.
Financials
28
| GREEN CROSS HEALTH
6.Business combinations
Business combinations during the year include: High Street Health Hub Limited, St Heliers Health Partnership,
Papakura East Medical Centre, Woodham Road Healthcare Limited, Richmond Road Medical Centre Limited and
Onerahi Pharmacy Limited. None of these acquisitions are individually material to the Group's result.
Carrying value
$’000
Fair value
$’000
Identifiable assets acquired and liabilities assumed
Total assets2,2532,253
Total liabilities(1,143)(1,143)
Identifiable net assets1,1101,110
Included in the acquired assets is additional goodwill of $1.4m.
Consideration transferred
Satisfied by:
Cash consideration 10,712
Deferred consideration -
Contingent consideration392
Total consideration11,104
Less cash acquired (included in assets above) (787)
Net consideration 10,317
Goodwill
Goodwill recognised as a result of the acquisitions is as follows:
Total consideration11,104
Identifiable net assets(1,110)
Goodwill9,994
The goodwill is attributable mainly to the various patient databases acquired and the synergies expected to be
achieved. None of the goodwill recognised is expected to be deductible for tax purposes.
The amount of revenue included in the consolidated statement of comprehensive income is $8.3 million with a net
profit after tax of $0.6 million in respect of the entities acquired during the year.
If the acquisitions had occurred on 1 April 2023, management estimates that consolidated operating revenue would
have been $512.4m, and consolidated profit after tax for the year would have been $16.4m for continuing operations.
Annual Report 2024 |
29
7.Operating performance
7.1 Revenue
Revenue from contracts with customers
2024
$’000
2023
$’000
Pharmacy retail and dispensary323,799309,014
Other pharmacy services39,76051,016
Medical services140,254132,541
503,813492,571
Disaggregation of contract revenueReportable segments
Pharmacy
Services
$’000
Medical
Services
$’000
Total
$’000
Year ended 31 March 2024
Timing of revenue recognition
Transferred at a point in time351,86361,804413,667
Transferred over time11,69678,45090,146
363,559140,254503,813
Year ended 31 March 2023
Timing of revenue recognition
Transferred at a point in time344,33859,774 404,112
Transferred over time15,69272,767 88,459
360,030 132,541492,571
Pharmacy retail and dispensing services
Pharmacy retail and dispensary services include retail sales, dispensing, professional advisory and care services. For
all these services control is considered to pass to the customer at the point when the customer can use or otherwise
benefit from the goods and services. For retail sales, control passes at point of sale. Retail sales are predominantly by
credit card, debit card or in cash.
The Group operates its own Living Rewards loyalty programme. When a retail sale is made and points are earned,
the resulting revenue is allocated between the loyalty programme and the other components of the sale. The amount
allocated to the loyalty programme is deferred, and is recognised as revenue when the points are redeemed under
the terms of the programme or when it is no longer probable that the points under the programme will be redeemed.
Other pharmacy services
These mainly include franchise fees, supplier income and other service revenue. Control for franchise services pass
over time as the services are delivered over the term of the franchise agreement. Payment terms for franchise fees is
generally 20 to 30 days. Supplier income is earned, as promotional services are rendered over a specified time period
by the Group. Payment terms are generally 20 to 30 days.
Medical services
Medical services include capitation and health services and patient fees. Control for capitation and health services
passes over time as the healthcare services are delivered to the patient over a certain time period. Payments terms
are generally 20 to 30 days. Patient fees are earned at a point in time. Control passes to the customer when service
has been delivered to a customer. Patient fees are predominantly by credit card, debit card or in cash.
Financials
30
| GREEN CROSS HEALTH
7.Operating performance (continued)
Contract assets and contract liabilities
Current contract assets represent revenue where the service has been provided but not yet invoiced to the customer.
When the customer has been invoiced, any outstanding balances are included in receivables. Contract liabilities
reflect payments received for services that have not yet been provided and the payments will be recognised as
revenue over time.
Costs directly related to the acquisition of a contract or renewal of an existing contract are capitalised and amortised
over the life of the contract. Cost relating to fulfilling a contract are only capitalised if they meet the recognition criteria
under NZ IFRS 15. Costs incurred in obtaining a contract are only capitalised to the extent they are incremental.
Contract balances
The following table provides information, about receivables, contract assets and contract liabilities from contracts with
customers:
Significant changes in the contract assets and the contract liabilities during the period are as follows:
As at 31 March 2024, the amount of revenue deferred and recognised as a contract liability for the loyalty programme
is $8.3m (2023: $7.7m). This will be recognised as revenue as the loyalty points are redeemed or expire, which is
expected to occur over the next fifteen months.
31 Mar 2024
$’000
31 Mar 2023
$’000
Trade receivables which are included in trade and other receivables11,00813,692
Contract assets12,51411,457
Contract liabilities(9,021)(8,003)
20242023
Contract
assets
Contract
liabilities
Contract
assets
Contract
liabilities
Revenue recognised that was included in the contract liability
balance at the beginning of the period-8,003-10,786
Transfer from contract assets recognised at the beginning of the
period to receivables11,457-16,124-
Annual Report 2024 |
31
7.2 Operating expenditure2024
$’000
2023
$’000
Cost of products sold 214,592212,448
Employee benefit expense 180,812174,122
Lease expenses4,3202,998
Other expenses51,15547,551
Audit fees347312
Other services provided by auditors288174
Directors’ fees in respect of the Parent company 453437
Directors’ fees in respect of the subsidiary companies254278
Bad debts written off and movement in doubtful debt provision(141)78
452,080438,398
Auditor’s remuneration to KPMG comprises:
Annual audit of financial statements322293
Annual audit of financial statements – prior year2519
347312
Other services provided by auditors:
Taxation services143171
Other services1453
288174
Taxation services relate to compliance and related services, and tax support.
Other services relates to a retail product category review.
8.Income tax expense
Notes2024
$’000
2023
$’000
Current tax expense(6,877)(3,763)
Deferred tax benefit/(expense)15286(3,041)
Total current tax(6,591)(6,804)
Imputation credit account:
Available for use in subsequent periods $19.2m (2023: $34.2m)
Numerical reconciliation between tax expense and pre-tax accounting profit
Profit before tax22,42027,099
Income tax expense at 28%(6,278)(7,588)
(Add)/Deduct the tax effect of adjustments:
Other(313)784
(6,591)(6,804)
Financials
32
| GREEN CROSS HEALTH
8.Income tax expense (continued)
Taxation accounting policy
Income tax expense is charged to profit and loss and comprises current tax and deferred tax, unless it relates to
an item recognised in other comprehensive income or equity in which case it is recognised in other comprehensive
income or equity.
Current tax is the estimated tax payable on the current period’s taxable income using current tax rates, adjusted for
any under or over accrual in respect of prior periods.
Deferred tax is recognised using the balance sheet approach, allowing for temporary differences between the carrying
amounts of assets and liabilities for accounting purposes and the carrying amounts for tax purposes. A deferred
tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the
temporary differences can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related benefit will be realised.
9.Earnings per share
The earnings per share and dividend per share is calculated using the Group’s result divided by the weighted average
number of shares for the listed entity, Green Cross Health Limited.
2024
cents per
share
2023
cents per
share
Basic earnings per share
The calculation of basic earnings per share is based on the profit attributable to
equity holders of the Parent and a weighted average number of ordinary shares
issued during the year of 143,431,640 (2023: 143,284,396).8.2031.57
Diluted earnings per share
The calculation of diluted earnings per share is based on the profit attributable to
equity holders of the Parent and a weighted average number of ordinary shares
issued during the year after adjustment for the effects of all dilutive ordinary shares
of 143,744,827 (2023: 143,801,893).
8.1831.46
Net tangible (liabilities)/assets per share
The calculation of net tangible (liabilities)/assets per share is based on net (liabilities)/
assets less deferred tax and intangible assets (refer Note 14 and Note 15) and the
closing number of ordinary shares at the end of the year.
(7.88)24.63
Net assets per share
The calculation of net assets per share is based on net assets and the closing
number of ordinary shares at the end of the year.
116.13140.98
Annual Report 2024 |
33
2024
$'000
2023
$'000
Earnings per share - continuing operations
Profit from continuing operations15,82920,295
Profit from continuing operations attributable to minority interests
(3,796)(5,315)
Profit from continuing operations attributable to the ordinary equity holders of the
Company used in calculating basic earnings per share
12,03314,980
2024
cents per
share
2023
cents per
share
Basic earnings per share - continuing operations8.39 10.45
Diluted earnings per share - continuing operations8.37 10.42
10. Dividends
2024
cents per
share
2023
cents per
share
Dividends per share34.00 7.00
In December 2023, Green Cross Health Limited paid an interim dividend of 2.5 cents per qualifying ordinary share to
shareholders, which was fully imputed to 28%. (2022: 3.5 cents).
In June 2023, Green Cross Health Limited paid a final dividend of 3.5 cents per qualifying ordinary share to
shareholders, which was fully imputed to 28%. (2022: 3.5 cents).
In April 2023, Green Cross Health Limited paid a special dividend of 28.0 cents per qualifying ordinary share to
shareholders, which was fully imputed to 28% (2022: nil).
11.Trade and other receivables and income taxes refundable
2024
$’000
2023
$’000
Trade receivables11,00813,692
Provision for doubtful debts(1,748)(1,989)
Contract assets12,51411,457
Accrued income8551,309
Other receivables and prepayments2,9202,027
25,54926,496
Other receivable - non-current asset2,6932,421
Income taxes refundable404-
Financials
34
| GREEN CROSS HEALTH
12.Property, plant and equipment
2024
$’000
2023
$’000
Opening cost90,16486,024
Acquisitions through business combinations6441,909
Additions6,4406,049
Disposals(2,600)(3,727)
Assets written off(3,844)(91)
Closing cost90,80490,164
Opening accumulated depreciation71,17766,485
Acquisitions through business combinations2421,454
Depreciation for the period6,1816,568
Disposals(2,225)(3,294)
Assets written off(3,431)(36)
Closing accumulated depreciation71,94471,177
Closing book value18,86018,987
Work in progress119261
Total property, plant and equipment18,97919,248
Property, plant and equipment accounting policy
Property, plant & equipment owned by the Group consists primarily of leasehold improvements and is stated at cost
less accumulated depreciation and any impairment losses. Property, plant & equipment acquired in stages is not
depreciated until the asset is ready for its intended use.
Depreciation is provided on a straight-line basis on all property, plant & equipment components to allocate the cost of
the asset (less any residual value) over its useful life or if it relates to assets in a leased premises, the life of the lease if
shorter. The residual values and remaining useful lives of asset components are reviewed at least annually.
Current estimated useful lives of property, plant and equipment are between two and twelve years.
Subsequent expenditure is capitalised only if it is probable that future economic benefit associated with the
expenditure will flow to the Group. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an asset is recognised in the profit and loss in the period in which the asset
is disposed of.
13.Leases
As a lessee
The Group’s leased assets include property leases for pharmacies, medical centres and support office. The lease
terms of these leases typically range from 2 to 30 years (inclusive of any renewal options). Some leases provide for
additional rent payments that are based on changes in CPI or market rental rates. The Group also leases motor
vehicles and equipment, which typically run for a period of 3 to 5 years.
As a lessee, the Group recognises right-of-use assets and lease liabilities for the majority of its leases – i.e. these
leases are on-balance sheet.
Annual Report 2024 |
35
The carrying amounts of right-of-use assets and lease liabilities are as below:
Right-of-use assetsProperty
$’000
Motor Vehicles
$’000
Equipment
$’000
Total
$’000
2024
Balance as at 1 April 202387,61734883388,798
Balance as at 31 March 202495,5832171,28497,084
Depreciation13,39813074114,269
2023
Balance as at 1 April 202280,2992,6061,14084,045
Balance as at 31 March 202387,617348833 88,798
Depreciation14,38113075515,266
Additions to property of $16.4m (2023: $15.3m) and remeasurements of $5.0m (2023: $8.0m) have been made to
right-of-use assets during the current year.
Low value leases of $4.3m (2023: $3.6m) have been expensed (under lease exemption).
Lease liabilitiesProperty
$’000
Motor Vehicles
$’000
Equipment
$’000
Total
$’000
2024
Balance at 1 April 202397,98337691999,278
Current liability12,31212159213,025
Non-current liability85,67125532786,253
Balance as at 31 March 2024108,0242551,359109,638
Current liability12,27013968913,098
Non-current liability95,75411667096,540
2023
Balance at 1 April 202289,6102,6211,17693,407
Current liability13,06057066114,291
Non-current liability76,5502,05151579,116
Balance as at 31 March 202397,98337691999,278
Current liability12,31212159213,025
Non-current liability85,67125532786,253
The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use
asset is initially measured at cost, and subsequently at cost less any accumulated depreciation and impairment
losses and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the
discount rate.
Financials
36
| GREEN CROSS HEALTH
13.Leases (continued)
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease
payment made. It is re-measured when there is:
•A change in future lease payments arising from a change in an index or rate; or
•A change in the estimate of the amount expected to be payable under a residual value guarantee; or
•Changes in assessment of whether a purchase or extension option is reasonably certain to be exercised or a
termination option is reasonably certain not to be exercised; or
•Any other change in the future lease payments or the lease term due to a lease modification that’s not
accounted for as a separate lease.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee that
include renewal options. The assessment of whether the Group is reasonably certain to exercise such options impact
the lease term, which significantly affects the amount of lease liabilities and right-of-use assets recognised.
Maturity analysis of contractual undiscounted cash flows2024
$’000
2023
$’000
Less than one year19,81417,972
Two to five years62,08753,803
More than five years88,75970,130
170,660141,905
As a lessor
The Group sub-leases some of its properties. Income in relation to these subleases is $1.7m (2023: $1.6m). The
right-of-use assets recognised from the head leases are measured at cost. The sub-lease contracts are classified as
operating leases under NZ IFRS 16.
Maturity analysis of contractual undiscounted cash flows2024
$’000
2023
$’000
Less than one year9831,280
Two to five years1,4052,267
More than five years262382
2,6503,929
Annual Report 2024 |
37
14.Intangible assets
Notes2024
$’000
2023
$’000
Other intangible assets
Opening costs11,96615,608
Acquisitions through business combinations611
Additions59243
Disposals(171)(2,826)
Asset impairment (1,090)(1,070)
Closing cost10,77011,966
Opening accumulated amortisation9,45212,636
Acquisitions through business combinations19
Amortisation for the period73519
Disposals(8)(2,669)
Asset impairment(1,078)(1,043)
Closing accumulated amortisation8,4409,452
Closing book value2,3302,514
Goodwill
Opening costs152,516156,834
Other acquired goodwill61,388647
Additions6 9,99414,197
Disposals
(291)(19,162)
Closing cost163,607152,516
Total intangible assets165,937155,030
Intangible assets accounting policy
Intangible assets recognised by the Group are stated at cost less accumulated amortisation and any impairment
losses with the exception of goodwill (see below).
Intangible assets acquired in stages are not amortised until the asset is ready for its intended use.
Other intangible assets represent franchisee store rebranding costs and have an indefinite life.
Subsequent expenditure is capitalised if future economic benefit will flow to the Group and the requirements of the
standard are met. All other costs are recognised in the profit and loss as expenditure when incurred.
Any resulting gain or loss on disposal of an intangible asset is recognised in the profit and loss in the period in which
the intangible asset is disposed of.
Intangible assets disclosed in the financial statements relate to trademarks and other indefinite life intangible assets.
Indefinite life intangible assets are tested annually for impairment.
Financials
38
| GREEN CROSS HEALTH
14.Intangible assets (continued)
Goodwill accounting policy
Goodwill arises on the acquisition of businesses. Goodwill represents the excess of the purchase consideration over
the fair value of the net identifiable tangible and intangible assets at the time of acquisition.
Goodwill is allocated to the relevant cash generating units (CGU) expected to benefit from the acquisition and tested
for impairment annually, or earlier at any interim reporting dates if there are indicators of impairment.
The value of each CGU is determined by its value in use. If the recoverable amount is less than the carrying amount
of the CGU then an impairment loss is recognised in profit and loss and the carrying amount of the asset is written
down.
The relative value of the goodwill allocated to the relevant cash generating unit is included in the determination of any
gain or loss on disposal.
Impairment testing
Discounted cash flow (DCF) models have been based on three-year forecast cash flow projections. The budget for
the year-ending 31 March 2025 is the basis for the first year's projections and projections for subsequent periods
have been based on this plus growth. Terminal cash flows are projected to grow in line with the New Zealand
long-term inflation rate.
The discount rate was a post-tax measure (discount rate pre-tax 10.12%) based on the rate of 10-year government
bonds issued by the government in the relevant market and in the same currency as the cash flows, adjusted for a
risk premium to reflect both the increased risk of investing in equities generally and the systematic risk of the specific
CGU.
Impairment test assumptions 2024Pharmacy
Services
Medical
Services
Discount rate – post tax9.69%9.69%
Terminal growth rate3.50%3.50%
Carrying amount of goodwill allocated to the unit ($'000)86,63776,970
Carrying value of other intangible assets with indefinite useful lives ($'000)2,048-
Impairment test assumptions 2023Pharmacy
Services
Medical
Services
Discount rate – post tax9.53%9.53%
Terminal growth rate3.50%3.50%
Carrying amount of goodwill allocated to the unit ($'000)85,657 66,859
Carrying value of other intangible assets with indefinite useful lives ($'000)2,048 -
For the purpose of impairment testing, goodwill is allocated to the Group's operating divisions which represent the
lowest level within the Group at which the goodwill is monitored for internal management purposes. Goodwill is
allocated across all operations within a division that have similar economic characteristics and collectively benefit from
acquisitions that increase the Group's portfolio.
Sensitivities
No impairment was identified for Pharmacy Services and Medical Services as a result of this review, nor under any
reasonable possible change, in any of the key assumptions described above.
Annual Report 2024 |
39
15.Deferred tax asset
The movement in deferred tax asset and liability during the year is made up of the following:
Opening
$’000
Net additions
$’000
Recognised in
profit and loss
$’000
Closing
$’000
Group – 2024
Property, plant and equipment3,037-(111)2,926
Provisions and accruals2,941-1863,127
Tax losses2,779-(238)2,541
Right-of-use assets(24,863)(6,303)3,982(27,184)
Lease liabilities27,7976,303(3,533)30,567
11,691-28611,977
Group – 2023
Property, plant and equipment2,809 -2283,037
Provisions and accruals9,285-(6,344)2,941
Tax losses17-2,7622,779
Right-of-use assets(23,533)(6,635)5,305(24,863)
Lease liabilities26,1546,635(4,992)27,797
14,732-3,04111,691
16.Equity accounted group investments
Notes2024
$’000
2023
$’000
The movement in equity accounted investments comprises:
Opening carrying amount7,1474,720
Investment in associates and joint ventures3232,880
Disposal of associates and joint ventures-(508)
Share of net earnings1,1981,315
Dividends23(1,852)(1,260)
6,8167,147
There are no individually material associates or joint ventures.
Amount of goodwill within the carrying amount of equity accounted group investments:
Opening carrying amount1,3661,987
Disposal of associates and joint ventures-(621)
Closing carrying amount1,3661,366
Financials
40
| GREEN CROSS HEALTH
16.Equity accounted group investments (continued)
Summary associate and joint venture financial information
The aggregate results of the associates and joint venture financial position and current year’s profit are as follows:
Assets
$’000
Liabilities
$’000
Revenue
$’000
Net profit
after tax
$’000
As at and for the year ended 31 March 202412,7495,46344,3223,169
As at and for the year ended 31 March 202319,6765,29637,2734,950
Investments in associates and joint ventures accounting policy
An associate is an investee over which the Group has significant influence, which is the power to participate in the
financial and operating policy decisions of the investee but not to control or jointly control those policies.
A joint venture is a joint arrangement in which the parties that have joint control of the arrangement have rights to the
net assets of the arrangement. Joint control is the contractually agreed sharing of control of the arrangement which
only exists when decision about the relevant activities require the unanimous consent of the parties sharing control.
The results and assets and liabilities of associates and joint ventures are incorporated into the financial statements
of the Group using the equity method of accounting. Under the equity method, the initial investment in the Group
financial statements is measured at cost and adjusted thereafter for the Group’s share of profit and loss and other
comprehensive income of the associate and joint venture. Any goodwill arising on the acquisition of an associate
or joint venture investment is included in the carrying amount of the investment net of dividends received. Where
the Group’s share of losses of the associate of joint venture exceeds the Group’s interest in that associate or joint
venture, the Group discontinues recognising its share of losses unless it has a legal or constructive obligation to
continue doing so. The equity method is discontinued where the Group ceases to exert significant influence or
joint control over the investee.
Accounting policies adopted by associates and joint ventures are generally consistent with those of the Group.
Where a material difference does exist, appropriate adjustments are applied to ensure congruence with the policies
of the Group, the most significant of these being the recognition of deferred tax.
Annual Report 2024 |
41
17.Trade and other payables and income taxes payable
Payables and accruals2024
$’000
2023
$’000
Trade payables32,42929,271
Payable to non-controlling interest4,5185,283
Contract liabilities9,0218,003
Accrued expenses16,52022,549
Employee entitlements9,6079,550
72,09574,656
Income taxes payable-1,531
Employee entitlements accounting policy
Employee entitlements for salaries, bonuses, long service, alternate and annual leave are provided for and recognised
as a liability when benefits are earned by employees but not paid at the reporting date.
18.Borrowings
2024
$’000
2023
$’000
Current2,5731,903
Non-current32,37221,634
34,94523,537
The Group re-financed its debt facilities during the year, with the Group's primary lenders now being BNZ and Bank
of China (the lenders).
The Group's interest rate on outstanding loans is calculated based on BKBM or cost of funds plus a margin.
The current interest rate is between 6.59% and 9.72% (2023: 6.50% - 8.49%). A 0.5% increase/decrease in the
effective interest rate would result in a decrease/increase in after tax profit and equity of $126,000.
Green Cross Health Limited and all its subsidiaries provided guarantees and indemnities in favour of the lenders
covering all loans held by the Parent and subsidiary companies. Loans provided by BNZ to partnership subsidiaries
are covered by a General Security Agreement over the individual business assets.
At balance date, the Group has undrawn banking facilities of $32.5m (2023: $40.2m). The debt facilities held with
both BNZ and Bank of China mature in December 2027.
Borrowings and advances accounting policy
Borrowings are initially recognised at fair value, including directly attributable transaction costs. Subsequent to initial
recognition, borrowings are measured at amortised cost using the effective interest method.
Financials
42
| GREEN CROSS HEALTH
19. Operating cash flow reconciliation
2024
$’000
2023*
$’000
Profit for the year15,55350,549
Add/(deduct) non-cash items:
Depreciation, amortisation and impairment21,23922,215
Other non-cash items1,2881,434
Add/(deduct) changes in working capital:
Receivables and accruals movement6751,779
Inventory 1,51665
Payables and accruals movements(2,561)(11,965)
Provision for tax movement(2,221)(4,164)
Add/(deduct) items classified as cash flows from financing activities:
Loss/(gain) on disposal of Community Health division276(21,805)
Interest expense2,4671,453
Interest expense - leases 7,7256,348
Net cash inflow from operating activities45,95745,909
20.Shares on issue
2024
’000
2023
’000
Shares authorised and on issue
Opening number of shares143,285 143,153
Shares issued – fully paid177 132
Shares issued – partly paid- -
Shares cancelled – partly paid--
143,462 143,285
Shares held as treasury stock--
Performance share rights367517
143,829143,802
All ordinary shares carry equal rights in terms of voting, dividend payments and distribution upon winding up.
Share capital
Incremental costs directly attributable to the issue of ordinary shares, share options and share capital are recognised
as a deduction from equity.
* Comparative information includes re-presentations for consistency with the current period.
Annual Report 2024 |
43
21.Share-based payments
Performance Share Rights
Performance Share Rights (PSRs) were offered to some senior executives, commencing 1 April 2019. Under the
scheme PSRs are issued to participants which give them the rights to receive ordinary shares in the Company after a
three year period, subject to certain vesting and other conditions being met. The fair value is measured at grant date
and amortised over the vesting period. The vesting of the PSRs is subject to the Company achieving performance
hurdles relating to the growth of its earnings per share over a three year measurement period. There is no exercise
price for these performance rights and there is no right to dividends during the vesting periods.
Vesting is contingent upon audited financial statements, therefore PSRs which meet the vesting criteria will vest in the
financial year following the end of the PSR period.
The shares granted during the current financial period have a fair value of $200,000 (2023: $220,000) which is
calculated using the weighted average price of shares through the NZX over the one month period prior to the date of
the Company's results announcement for the financial year ended 31 March 2023 (2023: 31 March 2022).
The total expense recognised in the year to 31 March 2024 in relation to the PSRs was $100,000 (2023: $194,000).
176,693 PSRs were vested during the year.
PSRs granted are summarised as below:
Grant DatePSR PeriodPSRs grantedPSRs vestedPSRs forfeitedPSRs end of
period
23/10/202001/04/2019 - 31/03/2022131,637(131,637)--
23/10/202001/04/2020 - 31/03/2023176,693(176,693)--
28/06/202101/04/2021 - 31/03/2024 188,679-(47,170)141,509
27/06/202201/04/2022 - 31/03/2025 167,338-
(53,244)
114,094
26/06/202301/04/2023 - 31/03/2026148,677-(37,169)111,508
Total 813,024(308,330)(137,583)367,111
22.Financial instruments
The Group is party to financial instruments as part of its normal operations. Financial instruments include cash and
cash equivalents, borrowings, trade and other receivables and trade and other payables.
Financial instruments are initially recognised at their fair value less transaction costs, and subsequently measured at
their amortised cost. A financial instrument is recognised if the Group becomes a party to the contractual provisions
of the instrument. Financial assets are derecognised if the Group’s contractual rights to the cash flows from the
financial assets expire or if the Group transfers the financial asset to another party without retaining control or
substantially all risks and rewards of the asset. Financial liabilities are derecognised if the Group’s obligations specified
in the contract expire or are discharged or cancelled.
Financial assets and financial liabilities are recognised at amortised cost.
Risk management policies are used to mitigate the Group’s exposures to credit risk, liquidity risk and market risk that
arise in the normal course of operations.
Credit risk
The Group’s maximum credit risk resulting from a third party defaulting on its obligations to the Group is represented
by the carrying amount of each financial asset on the statement of financial position. The Group is not exposed to
any material concentrations of credit risk other than its exposure within the retail pharmacy and government sectors.
The Group monitors credit limits on a monthly basis. All credit facilities to external parties are provided on normal
trade terms (unsecured, to a maximum of 45 days). At any one time, the Group generally has amounts owed to and
amounts owed by the same counterparty, although no legal right of set-off exists. The Parent company holds direct
debit authorities for amounts payable under the contractual terms of its franchise agreements. The Parent regularly
monitors the credit ratings issued, and any qualifications to those ratings, to the financial institutions (and those of the
ultimate parent financial institution) used by the Group.
Financials
44
| GREEN CROSS HEALTH
Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity
requirements on an ongoing basis. In general, the Group generates sufficient cash flows from its operating activities
to meet its obligations arising from its financial liabilities and has credit lines in place to cover potential shortfalls.
The following table sets out the contractual cash flows for financial liabilities that are settled on a gross cash flow
basis:
Carrying
value
$’000
Contractual
cash flows
$’000
Less than
one year
$’000
Between one
year and
two years
$’000
Between two
years and
five years
$’000
2024
Borrowings34,94539,9332,7273,48033,726
Trade and other payables53,46753,46753,467--
Total non-derivative liabilities88,41293,40056,1943,48033,726
2023
Borrowings23,537 25,262 1,9513,34319,968
Trade and other payables57,103 57,10357,103- -
Total non-derivative liabilities80,64082,36559,0543,34319,968
Market Risk
Refer to note 18 for details of the interest rates for the Group loans and borrowings, which are the most significant
financial instruments.
Capital management
The Group’s capital includes share capital and retained earnings. The Group is not subject to any externally imposed
capital requirements.
The allocation of capital between its specific business segments’ operations and activities is, to a large extent,
driven by the optimisation of the return achieved on the capital allocated. The process of allocating capital to specific
business segment operations and activities is undertaken independently of those responsible for the operation.
22.Financial instruments (continued)
The status of trade receivables at reporting date is as follows:
Trade receivables and contract
assets
Gross receivable
2024
$’000
Impairment
2024
$’000
Gross receivable
2023
$’000
Impairment
2023
$’000
Not past due24,994-25,248-
Past due 0 - 30 days1,329-538 -
Past due 31-120 days1,919-3,131 -
Past due more than 120 days1,748(1,748)1,989(1,989)
Total 29,990(1,748)30,906 (1,989)
The Group's exposure to credit risk for trade receivables, which includes contract assets with the government
is influenced mainly by the individual characteristics of each customer. The creditworthiness of a customer or
counterparty is determined by a number of qualitative and quantitative factors. Qualitative factors include external
credit ratings (where available), payment history and strategic importance of customer or counterparty. Quantitative
factors include transaction size, net assets of customer or counterparty, and ratio analysis on liquidity, cash flow and
profitability.
The Group's cash balances is held with a number of banks with the level of exposure to credit risk considered
minimal with low levels of cash held.
Annual Report 2024 |
45
Financials
The Group’s policies in respect of capital management and allocation are reviewed regularly by the Board of
Directors.
The carrying amount of the Group’s on-balance sheet financial instruments including trade and other receivables,
cash and cash equivalents, borrowings and trade payables, closely approximate their fair values as at 31 March 2024
and 31 March 2023. The assessment of fair value relating to borrowings was determined by reference to observable
market data (level 2).
23.Related parties
The Group has commercial franchise agreements with stores relating to marketing levies and franchise fees. The
Group also enters into transactions on behalf of the stores which are on-charged. These transactions comprise items
such as training courses, supplier agreements, central advertising campaigns, loyalty card costs, and IT related costs.
The Parent has leased some equipment which is on-leased to associate companies. The Parent performs accounting
services, based on agreed terms, for some of the stores and medical centres.
The Parent has shareholder agreements with the other shareholders of the associates. The agreements set out the
return on investment/profit sharing arrangements relating to these investments.
Related party transactions for the group
Transaction valueBalance outstanding
2024
$’000
2023
$’000
2024
$’000
2023
$’000
Franchise fees and on-charged costs to equity accounted
investments524953
Management service charges and on charged costs to equity
accounted investments1,10835324858
Dividend income1,8521,260--
Receivable from other related parties--3,2202,544
Key management personnel remuneration
The Group provides compensation to key management personnel which comprises the Directors, the Group CEO
and the CFO (prior year included some executive officers). Key management compensation comprised:
2024
$’000
2023
$’000
Remuneration and Directors fees1,5592,224
Short term employee benefits73393
Long term incentives (Note 21)100194
1,7322,811
24.Subsequent events
On 29 May 2024, Green Cross Health Limited declared a final dividend of 2.0 cents per qualifying ordinary share
amounting to $2.9m, which will be fully imputed at 28%. The dividend record date is 7 June 2024 and payment will
occur on 21 June 2024.
No adjustment is required to these consolidated financial statements in respect of these events.
46
| GREEN CROSS HEALTH
Annual Report 2024 |
47
Governance
Group entities 48
Board of Directors 52
Corporate governance 55
Climate-related disclosures 64
Other annual report disclosures70
Shareholder information75
Company directory77
48
| GREEN CROSS HEALTH
Group entities
For the year ended 31 March 2024
The current Green Cross Health Limited group structure comprises 159 companies.
The group entities are as follows:
Legal ParentHolding %Activity
Green Cross Health LimitedFranchisor and Investment
Controlled entities
280 Queen Street (2005) Limited43.9Pharmacy
Albany Pharmacy Limited49.0Non-trading
Alexandra Pharmacy (2013) Limited48.5Pharmacy
Amcal Chemists (N.Z.) Limited100.0Non-trading
Apollo Medical Limited100.0Medical Centre
Apollo Pharmacy (2014) Limited49.6Pharmacy
Bay of Plenty Pharmacies Limited100.0Non-trading
Bayfair Pharmacy (2010) Limited48.8Pharmacy
Bayfair Pharmacy Limited100.0Non-trading
Baymed Group (2013) Limited100.0Medical Centre
Birkenhead Pharmacy (2011) Limited48.5Pharmacy
Botany Downs Pharmacy Limited25.0Pharmacy
Browns Bay Pharmacy (2018) Limited48.5Pharmacy
Cambridge Pharmacies 2020 Limited49.0Pharmacy
Care Chemist Limited100.0Non-trading
Care Chemist Pakuranga (2008) Limited49.0Pharmacy
Centre City Pharmacy (2004) Limited46.4Pharmacy
Chemist Express Limited49.0Pharmacy
Christchurch Pharmacy (2015) Limited49.0Pharmacy
Coastlands Pharmacy (2018) Limited100.0Non-trading
Darfield Medical Centre Limited45.0Medical Centre
Davies Corner Pharmacy Limited25.0Pharmacy
Discovery Pharmacy (2016) Limited49.0Pharmacy
Dispensaryfirst Limited 100.0Non-trading
Drury Surgery Limited100.0Medical Centre
Endeavour Pharmacy (2016) Limited49.0Pharmacy
Fairfield Medical Limited70.0Medical Centre
Fred Thomas Pharmacy (2015) Limited49.0Pharmacy
Gain Health Centre Limited50.0Medical Centre
Glenfield Mall Pharmacy Limited48.5Pharmacy
Green Cross Health Direct Limited100.0Non-trading
Green Cross Health Distribution Limited100.0Non-trading
Green Cross Health Investments Limited100.0Non-trading
Green Cross Health Medical Limited100.0Investment
Green Cross Health Medical Solutions Limited100.0Services to medical centres
Green Cross Health Primary Limited100.0Medical Centre
Green Cross Health Workplace Limited100.0Health Services
Guthries Pharmacy Limited49.0Pharmacy
Harbour City Pharmacy (2011) Limited48.7Pharmacy
Annual Report 2024 |
49
Governance
Controlled entitiesHolding %Activity
Hastings Pharmacy (2013) Limited49.5Pharmacy
Hawkes Bay Pharmacies Limited49.0Pharmacy
Helensville Pharmacy (2008) Limited48.5Pharmacy
High Street Health Hub Limited100.0Medical Centre
Highland Park Pharmacy (2009) Limited48.5Pharmacy
Hurstmere Pharmacy (2008) Limited49.0Pharmacy
Hutt Valley Pharmacies 2014 Limited48.5Pharmacy
J-Mall Pharmacy Limited49.0Pharmacy
Karori Pharmacies (2020) Limited49.6Pharmacy
Knox Pharmacy 2010 Limited48.5Pharmacy
Lake Taupo Pharmacy (2008) Limited48.5Pharmacy
Levin Pharmacy (2005) Limited100.0Non-trading
Levin Pharmacy (2021) Limited49.0Pharmacy
Life Pharmacy Albany Limited49.0Pharmacy
Life Pharmacy Centre Place (2009) Limited100.0Non-trading
Life Pharmacy Limited100.0Non-trading
Life Pharmacy Sylvia Park Limited49.0Pharmacy
Life Pharmacy Trustee Company Limited100.0Non-trading
Life Pharmacy Wall Street Dunedin Limited49.1Pharmacy
Manawatu Pharmacies Limited49.0Pharmacy
Manners Pharmacy (2016) Limited49.0Non-trading
Manukau Pharmacy (2011) Limited49.1Pharmacy
Marshland Family Health Centre Limited 100.0Medical Centre
Medplus Lake Road Limited100.0Medical Centre
Moorhouse Pharmacy 2003 Limited25.0Pharmacy
Motueka Medical (2013) Limited100.0Medical Centre
Napier X Ray Limited44.0Medical Centre
Neptune Pharmacy (2017) Limited49.0Pharmacy
New Lynn Pharmacy (2015) Limited48.8Pharmacy
New Plymouth Pharmacy (2015) Limited49.1Pharmacy
Northlands Pharmacy (2003) Limited49.6Pharmacy
Onehunga Medical 2012 Limited100.0Medical Centre
Onehunga Medical Pharmacy (2022) Limited49.6Pharmacy
Onerahi Pharmacy Limited49.0Pharmacy
Palms Pharmacy (2013) Limited49.0Pharmacy
Parklands Pharmacy (2015) Limited49.0Pharmacy
Peak Primary Limited100.0Non-trading
Pharmacy 277 Limited49.1Pharmacy
Pharmacy B102 Limited48.5Pharmacy
Pharmacy G101 Limited49.0Pharmacy
Pharmacy J104 Limited100.0Non-trading
50
| GREEN CROSS HEALTH
Controlled entitiesHolding %Activity
Pharmacy K103 Limited49.0Pharmacy
Pharmacy L105 Limited100.0Non-trading
Pharmacy Management Limited100.0Investment
Pharmacy N106 Limited49.0Pharmacy
Pharmacy Store Holdings Limited100.0Investment
Pharmacybrands Limited100.0Non-trading
Pharmacybrands On-line Limited100.0Non-trading
Plimmer Steps Pharmacy (2018) Limited49.0Pharmacy
Queen Street Pharmacy (2015) Limited49.0Non-trading
Radius Medical Limited100.0Non-trading
Radius Medical Solutions Limited100.0Non-trading
Radius Medical Whakatane Properties Limited100.0Non-trading
Radius Pharmacy Greenmeadows Limited49.0Pharmacy
Radius Pharmacy Limited100.0Franchisor and Investment
Radius Pharmacy Napier Limited48.8Pharmacy
Radius Pharmacy Riccarton Limited49.5Pharmacy
Radius Pharmacy Te Rapa Limited48.8Pharmacy
Radius Pharmacy Upper Hutt Limited49.5Pharmacy
Radius Pharmacy Waikanae Limited48.5Pharmacy
Radius Pharmacy Wanganui Limited49.1Pharmacy
Radius Ti Rakau Limited100.0Medical Centre
Riccarton Mall Pharmacy 2000 Limited49.0Pharmacy
Richmond Health Centre Limited100.0Medical Centre
Richmond Road Medical Centre Limited100.0Medical Centre
Royal Oak Post Shop Limited37.7Non-trading
RPG Medicine Management Limited49.0Pharmacy
Russell Street Pharmacy Hastings (2015) Limited48.5Pharmacy
Shirley Pharmacy Limited100.0Non-trading
Shore City Pharmacy (2010) Limited48.5Pharmacy
Shore City Pharmacy Limited100.0Non-trading
Silverstream Health Centre Limited100.0Medical Centre
Smart Pharmacy Limited100.0Non-trading
St Heliers Health Centre Limited75.0Medical Centre
St James Pharmacy (2015) Limited100.0Non-trading
St Lukes Pharmacy Holdings Limited49.0Pharmacy
Stokes Valley Pharmacy (2009) Limited48.5Pharmacy
The Doctors (Coastcare) Limited100.0Medical Centre
The Doctors (DFM) Limited 100.0Non-trading
The Doctors (Hastings) Limited71.2Medical Centre
The Doctors (Huapai) Limited100.0Non-trading
The Doctors (Marton) Limited100.0Non-trading
The Doctors (Massey Medical) Limited100.0Medical Centre
The Doctors (Napier) Limited44.0Medical Centre
Group entities
(continued)
Annual Report 2024 |
51
Governance
Controlled entitiesHolding %Activity
The Doctors (New Lynn) Limited53.7Medical Centre
The Doctors (Whangaparaoa) Limited100.0Medical Centre
The Doctors Papakura Limited (previously known as The Doctors (T) Limited)100.0Medical Centre
The Doctors Whakatipu Limited75.0Medical Centre
Total Health Doctors Limited100.0Medical Centre
Tower Junction Pharmacy Limited48.5Pharmacy
Trident Pharmacy (2017) Limited49.0Pharmacy
Unichem Chemists (N.Z) Limited100.0Non-trading
Upper Hutt Health Centre Pharmacy Limited25.0Pharmacy
Upper Riccarton Pharmacy Limited100.0Non-trading
Waihi Medical Centre Limited100.0Medical Centre
Waimauku Doctors Limited100.0Medical Centre
Waiuku Medical Pharmacy (2010) Limited48.5Pharmacy
Waiuku Pharmacy (2005) Limited100.0Non-trading
Waiuku Pharmacy (2016) Limited48.5Pharmacy
Walls & Roche Royal Oak Pharmacy Limited37.7Pharmacy
Wellington Pharmacy (2016) Limited49.0Pharmacy
West City Pharmacy (2010) Limited48.5Pharmacy
Whakatane Pharmacies 2021 Limited49.4Pharmacy
Willis Street Pharmacy Limited25.0Pharmacy
Woodham Road Healthcare Limited100.0Medical Centre
Joint venture entities
Pharmacies Instore Limited 50.0%Non-trading
Associate entities
Accident & Medical Centre Quaymed Limited22.3 Medical Centre
Albany Family Medical Centre Limited50.0 Medical Centre
Aramoho Health Centre Limited30.9Medical Centre
Bester McKay Family Doctors Limited25.0Medical Centre
Huapai Pharmacy (2017) Limited25.1 Pharmacy
Mount Wellington Family Health Centre Limited33.3Medical Centre
Pilldrop Software Limited25.0 Pharmacy
Plimmerton Medical Centre Limited25.0 Medical Centre
Te Puna Manawa O Tarawera (GP) Limited25.0Medical Centre
Team Medical at Kapiti Limited48.8 Medical Centre
The Doctors (Green Lane) Limited30.0 Medical Centre
The Doctors (Mangere) Limited33.9Medical Centre
Vercoe Brown & Associates Limited50.0Medical Centre
Investments
Unichem Export Limited 1.0Wholesale
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| GREEN CROSS HEALTH
Andrew Bagnall, Non-Executive Director
Andrew Bagnall holds a Commerce Degree from Otago University and a MBA from Michigan State University. Andrew
was a significant investor in Life Pharmacy Limited and following the merger with Pharmacybrands Limited (later
renamed Green Cross Health Limited) has continued to hold a shareholding in the merged entity.
In Andrew’s earlier career, he was a leading figure in the New Zealand travel industry establishing and managing
Gullivers Travel Group which became the major distributor of wholesale and retail travel services in New Zealand.
Gullivers Travel Group was eventually listed on the New Zealand and Australian stock exchanges (ASX) and
was subsequently sold to ASX listed S8. Andrew was also involved in co-developing one of New Zealand’s first
commercial retirement villages. Andrew now runs his own private investment company, Segoura, which manages
investments in various businesses. Andrew is also a Director of PowerShield Limited, Steelmasters Auckland Limited
and he maintains a keen interest in sports car racing.
Andrew was appointed as a Non-Executive Director of the Company in August 2009.
John Bolland, Non-Executive Director
John Bolland has more than 25 years’ experience in private equity, senior management and corporate finance.
This includes 14 years with Ernst & Young, where he had Partner level responsibility in Corporate Finance and
Audit & Business Advisory. John holds a Bachelor of Commerce from the University of Auckland and is a Member
of Chartered Accountants Australia & New Zealand and a Harvard Allumni. John is also a Director of PowerShield
Limited, Steelmasters Auckland Limited and Stellar Library GP Limited.
John was appointed as a Non-Executive Director of the Company in August 2009.
Craig Brockliss, Non-Executive Director
Craig Brockliss is currently CEO of the Wilton Capital Group of companies and has more than 20 years’ experience in
business, property and private equity investing. Wilton has significant investment interests in New Zealand, the United
States and in the United Kingdom.
Wilton Capital has its origins in the pharmaceutical logistics markets in New Zealand and Australia before diversifying
into other investments in 2001. Wilton is currently the third largest shareholder in Green Cross Health.
Craig holds a Bachelor of Commerce and a Bachelor of Laws from the University of Auckland and worked for Ernst
and Young prior to joining the Wilton Group in 2001.
Craig was appointed as a Non-Executive Director of the Company in April 2022.
Board of Directors
As at 31 March 2024
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53
Governance
Kim Ellis, Chair
During his business career Kim had wide Chief Executive experience and was best known for his 13 years at
the helm of Waste Management NZ Ltd, culminating in the company’s sale in 2006. During his tenure he led 40
acquisitions and built a successful business in Australia.
Earlier roles encompassed a number of market sectors including health, manufacturing, distribution, transport,
property, agriculture and fashion. Since 2006 Kim has been active in governance and is currently Chair of
New Zealand Social Infrastructure Fund Limited and consultant to Enviro NZ. Kim holds first class honours degrees in
Chemical Engineering and Economics.
Kim was appointed as Independent Chair of the Company in December 2019.
Ken Orr, Independent Director
Ken Orr has had over 30 years as a community pharmacist and is currently a partner in a group of pharmacies in
Northland and a Director of North Haven Hospice. Ken was a former President of the NZ Pharmacy Guild, which
represents the business interests of community pharmacies. Ken was a forming Director of Manaia PHO and now
serves on the Audit, Risk & Finance Committee of Mahitahi Hauora that leads primary health care in Northland.
Ken joined the Board in September 2009 as an alternate Director and was appointed as an Independent Director of
the Company in March 2012.
Peter Merton, Non-Executive Director
Peter Merton, an Otago University Pharmacy graduate, has been involved in the pharmaceutical industry in New
Zealand and overseas since the early 1980s.
His involvement with the Company goes back to the late 1990s, and he played an active part in the initial industry
consolidation when Amcal and Unichem brands merged to form Pharmacybrands Limited, later renamed Green
Cross Health Limited.
Following the merger of Life Pharmacy Limited (LPL) with Pharmacybrands Limited in 2009 Peter assumed the role
of Chair of the Group, a role he held until December 2019 when he became a Non-Executive Director. He is also a
significant shareholder in the Company through his interest in Cape Healthcare Limited. Peter has previously held the
roles of Chief Executive of the Propharma/Healthcare Logistics businesses and Director of EBOS Group Limited.
Carolyn Steele, Independent Director
Carolyn Steele is a Director of WEL Networks Limited, Oriens Capital GP 2 Limited, Property for Industry and Vulcan
Steel Limited and Chair of The Halberg Foundation. Until 2016, Carolyn was a Portfolio Manager at Guardians of
New Zealand Superannuation, the Crown entity managing the New Zealand Superannuation Fund. Prior to joining the
Guardians in 2010, Carolyn spent ten years in investment banking at Forsyth Barr and Credit Suisse/First NZ Capital.
Carolyn was appointed as an Independent Director of the Company in June 2017.
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| GREEN CROSS HEALTH
Annual Report 2024 |
55
Corporate governance and the role of the Board of Directors
The Board understands the importance of good corporate governance in maximising the value of the Company.
Accordingly, the Board is working to ensure compliance with applicable regulatory requirements and best practice,
including the NZX Corporate Governance Code.
The Board is responsible for the strategic direction and objectives of the Company and sets the policy framework
within which Green Cross Health must operate. The Group CEO is appointed by the Board and has delegated authority
for the day-to-day operations of Green Cross Health.
NZX corporate governance code
The Company has reviewed the NZX Corporate Governance Code dated 1 April 2023 and is in compliance with the
majority of its recommendations.
Compliance with the Principles of the Code is as follows:
Principle 1: Ethical standards
Directors should set high standards of ethical behaviour, model this behaviour and hold management accountable
for these standards being followed throughout the organisation.
The Company has adopted formal Code of Ethics, Protected Disclosure and Securities Trading Policies, which are
available on the Company’s intranet for employees to access and are included in employee induction.
Further detail on the Code of Ethics and Securities Trading Policy is provided later in this Annual Report.
The Company also has procedures in place to ensure that gifts received by employees and Directors do not result in
inappropriate influence on decision making, and that conflicts of interest are disclosed and managed.
The Company did not make donations to any political party in the year.
Principle 2: Board composition and performance
To ensure an effective Board, there should be a balance of independence, skills, knowledge, experience and
perspectives.
Board charters and management responsibility
The Board operates under a written Charter and delegates authority to senior management, including the Group CEO
to run the day-to-day operations of the Company.
Director terms of appointment
The Company has signed written terms of appointment for all Directors. New Directors are provided terms of
appointment as they are appointed. Directors are not required to hold shares in the Company as part of their appointment.
Corporate governance
For the year ended 31 March 2024
Governance
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| GREEN CROSS HEALTH
NZX corporate governance code (continued)
Principle 2: Board composition and performance (continued)
Diversity policy
The Company and the Board confirm the commitment and core responsibilities to building diversity and inclusion of
thought within the Company.
The Company is committed to attracting, developing and retaining a diverse, talented group of individuals whose
collective thoughts and contributions will help the Company to be the best healthcare company in New Zealand.
The Board is proud of the wide-ranging ethnic, cultural and gender diversity across the Group that reflects the
evolving makeup of New Zealand society. The Company believes that this diversity better enables the Group to meet
the needs of its stakeholders, including customers, patients, clients, suppliers, funding agencies, employees and
shareholders.
The Company’s Diversity Policy is published on its website (www.greencrosshealth.co.nz/governance). At this point,
the Company considers the objectives and measurement processes described within the policy are appropriate.
Disclosure of Board and key management gender diversity is provided later in this Annual Report.
Director, board and committee performance
Directors are expected to understand the Company’s operations and determine the professional development that
they require to undertake their duties. Senior management present to the Board on a regular basis on key matters
affecting the Company, enabling Directors to ask for further information and explanation as required.
The Board, led by the Chair, reviews Board (including Nominations Committee) and Director performance biennially
against the Board Charter in light of the Company’s changing operating conditions and make improvements to Board
processes and meetings when required changes in Board focus are identified. The last review was conducted in
October 2023.
The Committees (other than the Nominations Committee) annually review their performance against the Committee
Charters and report back to the Board.
Chair and CEO
The Company complies with the recommendation that the Chair is not the CEO.
Principle 3: Board committees
The Board should use Committees where this will enhance its effectiveness in key areas, while still retaining
Board responsibility.
Board committees
For the year ended 31 March 2024, the Board had the following Committees:
•Audit and Risk Committee.
•Nominations Committee.
•Remuneration Committee.
•Investment Committee.
These Committees operated under written Charters. Additional information on the role and makeup of these
Committees is provided elsewhere in this Annual Report.
Directors who are not members of Committees are welcome to attend meetings if they wish. The Company complies
with the recommendation that management only attends Committee meetings at the invitation of the Committee.
Charters for all Committees are reviewed annually and are available on the Company’s website
(www.greencrosshealth.co.nz/governance).
Annual Report 2024 |
57
Governance
Takeover protocols
The Board has a Takeover Protocol to be followed if a takeover offer is made for the Company. In the event of a
takeover proposal, the Board will immediately establish an appropriately constituted Committee to deal with matters
arising from the proposal, including:
•Preparing the Company’s response to the proposal.
•Engaging an independent advisor to advise on the merits of the proposal.
•Making a recommendation to shareholders.
Principle 4: Reporting and disclosure
The Board should demand integrity in financial and non-financial reporting, and in the timeliness and balance of
corporate disclosures.
The Board has a written continuous disclosure policy.
The Company complies with the recommendation that Board and Committee Charters, Code of Ethics and other key
governance documents are available on the Company’s website. The Interim and audited Annual Reports are also
available on the website (www.greencrosshealth.co.nz/investors).
The Board has members with financial reporting knowledge and experience that enable the Board to be satisfied that
financial matters are adequately disclosed in the Company’s reporting. Some non-financial disclosures, such as the
Company’s approach to risk management including health and safety, are included within this Annual Report. The
Board considers this level of disclosure appropriate at this time.
The Audit and Risk Committee has delegated authority from the Board to assist the Board with fulfilling its
responsibility in respect of ESG matters. Significant risks resulting from climate change are reported to the Audit and
Risk Committee. These risks are summarised in the Climate-related disclosures that are provided elsewhere in this
Annual Report. Given this is the first year of reporting on climate related risks, the Company will continue to develop
reporting on ESG risks; at this stage the Board considers the level of reporting appropriate.
Principle 5: Remuneration
The remuneration of Directors and Executives should be transparent, fair and reasonable.
The Director fee pool was last approved in 2015 and is currently capped at $500,000. Directors’ fees are informally
benchmarked against market precedents. Retirement benefits and share options are not available for Directors.
Further disclosure of the details of Directors’ fees is included in the Other Annual Report Disclosures published in this
Annual Report.
The Company has a remuneration policy for Directors, Officers and all employees of the Company, which outlines
its remuneration practices. The remuneration policy is available on the Company’s website (www.greencrosshealth.
co.nz/governance).
The Company has disclosed details of the remuneration arrangements for the Group CEO. Please refer to Group
CEO Remuneration under Other Annual Report Disclosures for the year.
The Company operates a share-based incentive scheme for certain Senior Managers, which is disclosed further in
Note 21 to the Financial Statements.
Principle 6: Risk management
Directors have a sound understanding of the material risks faced by the issuer and how to manage them. The
Board regularly verifies that the issuer has appropriate processes that identify and manage potential and material
risks.
The Board is responsible for risk management and internal control and has a framework for identifying, assessing,
controlling, monitoring and reporting on the key risks to the Company’s people, assets, reputation and business
objectives.
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| GREEN CROSS HEALTH
NZX corporate governance code (continued)
Principle 6: Risk management (continued)
The Audit and Risk Committee has responsibility for ensuring that the Company’s risk management framework,
policies and procedures are effective and appropriate. The Company maintains a comprehensive risk register and
management reports to the Board regularly on health and safety issues and progress on objectives. Risk reporting
software is used to facilitate reporting by employees, capture risks, and escalate them within the Company as
required. The nature of many of the Company’s activities, including dispensing of drugs, operating retail stores and
providing medical treatment makes managing health and safety risks a significant area of focus within the Group.
The Company is exposed to substantially the same economic, environmental and social risks as similar businesses
operating in the same sectors in New Zealand. These risks include:
•Competitive pressure from traditional and disruptive competitor business models.
•Impacts from wider economic downturn.
•Labour cost escalation through Government policy changes and labour shortages in particular areas.
•Regulatory changes.
•Changes to Government and wider health sector funding models.
Principle 7: Auditors
The Board ensures the quality and independence of the external audit process with the Audit Committee charter
providing a framework for management of the relationship with the external auditor.
The Audit and Risk Committee is tasked with ensuring that the external audit process is independent and of high
quality, including approving any non-audit services provided by the audit firm.
The Committee is also responsible for ensuring that the audit firm or lead audit partner is rotated at least every five
years. The lead audit partner was rotated prior to the 2022 external audit.
The Company does not have an internal audit function but via the Audit and Risk Committee and the Company’s
external audit process, looks to maintain and improve risk management and internal controls.
The external auditor attends the Annual Meeting and is available to answer any questions from shareholders.
Principle 8: Shareholder rights and relations
The Board should respect the rights of shareholders and foster constructive relationships with shareholders that
encourage them to engage with the issuer.
The Company has a website to enable stakeholder access to financial and governance information. Announcements
and Reports are currently available at www.greencrosshealth.co.nz/investors.
Communications from the Company are available electronically through the Company’s share registrar,
Computershare.
The Company fully complies with the following recommendations:
•Shareholders have the right to vote on major decisions.
•One vote per share.
Directors and Officers of the Company attend the Annual Meeting and are available to answer questions from
shareholders. Given the Company’s small shareholding base, the Board considers a physical meeting rather than
virtual or hybrid format to be appropriate.
Annual Report 2024 |
59
Governance
Board composition and structure
As at 31 March 2024, the Company’s Board structure consisted of four Directors associated with the three major
shareholders (who collectively hold 73% of the Company) and three independent Directors, including an independent
Chair.
The non-independent Directors associated with the three major shareholders are John (Andrew) Bagnall, Peter
Merton, John Bolland and Craig Brockliss. As at 31 March 2024, the independent Directors were Kim Ellis, Ken Orr
and Carolyn Steele. While Ken Orr has served on the Board since 2009, the Board has carefully considered the effect
of his tenure on his independence and determined he remains independent. The independent Directors are selected
to ensure that the appropriate skills and experience required are available to the Company.
In response to recommendation 2.8 of the NZX Corporate Governance Code recommending boards have a majority
of independent Directors, and Green Cross Health not being compliant with this recommendation, the Board is
of the view that the existing Board structure appropriately reflects the shareholding structure of the Company and
represents the best interests of all shareholders.
In accordance with NZX Listing Rules, Directors must not hold office (without re-election) past the third annual
meeting following the Director’s appointment or three years, whichever is longer. In addition, a Director appointed by
the Board must not hold office (without re-election) past the next annual meeting following the Director’s appointment.
The Board holds regular scheduled meetings and follows procedures that ensure that all Directors have the necessary
information to participate in an informed discussion on all agenda items and effectively carry out their duties. The
Group CEO, CFO and key senior managers attend appropriate sections of Board meetings.
Board meetings
The following table outlines the number of Board meetings attended by Directors during the course of the 2024
financial year.
DirectorsMeetings heldMeetings attended
John (Andrew) Bagnall95
John Bolland9 8
Craig Brockliss98
Kim Ellis99
Peter Merton 97
Ken Orr99
Carolyn Steele98
Code of ethics
The Company has established a Code of Ethics to govern its conduct. The code addresses ethical issues,
establishes compliance standards and procedures, provides mechanisms to report unethical behaviour and provides
for disciplinary actions. The Code of Ethics policy is available on the Company’s website (www.greencrosshealth.
co.nz/governance).
Shareholder relations
The Company maintains a website (www.greencrosshealth.co.nz) where investors and interested stakeholders can
access financial and operational information and key corporate governance information about the Company.
The Board will ensure that shareholders are informed of major developments affecting the Company.
Information is available through the Annual Reports and shareholders are able to participate at each Annual Meeting.
Any material information affecting the Company during the intervening period is announced to the financial markets
via the New Zealand Stock Exchange (NZX) and the Company website under the Board’s policy for continuous
disclosure.
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| GREEN CROSS HEALTH
NZX corporate governance code (continued)
Insider trading guidelines
The Board has issued guidelines to prevent insider trading to all Directors, deemed Directors, officers and other
restricted persons of Green Cross Health. All Directors, deemed Directors, officers and other restricted persons of
Green Cross Health must formally apply to the CFO for consent to trade the Company’s securities before undertaking
any sales or purchases.
The Board reviews all consents granted at each Board meeting. The Directors, deemed Directors, officers and other
restricted persons of Green Cross Health are obliged to complete and submit disclosure notices to the NZX within
five days of any trades being settled.
Board committees
For the year ended 31 March 2024, the Board operated four standing committees described as follows. The
Committees (other than the Nominations committee) annually review their performance against written charters and
report to the Board.
Nominations committee
This Committee comprises four non-independent Directors together with three independent Directors, who meet as
required to:
•Advise the Board on Director appointments, giving attention to the mix of skills, experience and other qualities
required.
•Facilitate ongoing Director training and development.
•Facilitate the regular evaluation of the Board, its committees and the Directors.
Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive
remuneration.
The Nominations Committee’s performance is reviewed biennially by the Board against its written charter,
contemporaneously with the Board’s self-review.
The composition of the Nominations Committee was Kim Ellis (Chair), Andrew Bagnall, John Bolland, Craig Brockliss,
Peter Merton, Ken Orr, and Carolyn Steele.
In response to recommendation 3.4 of the NZX Corporate Governance Code recommending the Nominations
Committee have a majority of independent Directors, and Green Cross Health not being compliant with this
recommendation, the Board is of the view that the Nominations Committee appropriately reflects the experience
required to carry out its responsibilities.
Remuneration committee
This Committee comprises one independent Director and two non-independent Directors, who meet as required to:
•Recommend to the Board the appointment and terms of employment of the Group CEO and CFO.
•Review and evaluate the performance of the Group CEO and CFO against KPIs including making remuneration
recommendations to the Board.
•Approve the appointment, and the conditions and terms of employment of the Group CEO’s direct reports
(excluding the CFO).
Annual Report 2024 |
61
Governance
•Review and advise the Board on succession plans for the Group CEO and direct reports.
•Make recommendations to the Board with respect to non-executive and independent Director remuneration.
Remuneration packages are reviewed annually. Market data is used as a basis for establishing competitive
remuneration.
The composition of the Remuneration Committee was John Bolland (Chair), Kim Ellis and Peter Merton.
In response to recommendation 3.3 of the NZX Corporate Governance Code recommending the Remuneration
Committee have a majority of independent Directors, and Green Cross Health not being compliant with this
recommendation, the Board is of the view that the Remuneration Committee appropriately reflects the experience
required to carry out its responsibilities.
Audit and Risk committee
The Committee comprises two independent Directors and one non-independent Director. The Audit and Risk
Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the CFO attended as ex-officio members and external auditors by invitation of the Chair. The
Audit and Risk Committee also meet privately with the external auditors, that is, without management in attendance.
All Audit and Risk Committee members are financially literate, with at least one member having a financial
background.
The Committee met four times during the year. Its responsibilities include:
•Reviewing the scope and outcome of the external audit.
•Reviewing the annual and half yearly financial statements prior to approval by the Board.
•Approving the public releases of financial information.
•Assessing the performance of financial management and monitoring of material corporate risk assessments
and internal controls.
•Reporting the proceedings of each meeting to the Board.
•Making recommendations to the Board on the appointment of the external auditors, their independence and
their fees.
•Reviewing non-audit services provided by the external auditor.
•Monitoring of material corporate risk and the internal controls instituted.
•Monitoring of ESG related risks and opportunities.
The composition of the Committee was Carolyn Steele (Chair), John Bolland and Kim Ellis.
DirectorsMeetings heldMeetings attended
John Bolland 44
Kim Ellis44
Carolyn Steele4 4
Investment committee
The Committee comprises three independent Directors and two non-independent Directors. The Investment
Committee Chair is not the Chair of the Board. All other Directors are entitled to attend the meetings.
The Group CEO and the CFO attended as ex-officio members. All Investment Committee members are financially
literate.
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NZX corporate governance code (continued)
The Committee met once during the year. Its responsibilities include:
•Reviewing potential acquisition proposals, approving small acquisitions and making recommendations to the
Board for larger acquisitions.
•Reviewing and approving capital expenditure as needed.
The composition of the Committee was Ken Orr (Chair), John Bolland, Kim Ellis, Peter Merton, and Carolyn Steele.
Organisation structure and financial control
The Board has delegated to the Group CEO the management responsibilities of the Company.
The Board satisfies itself that adequate external insurance cover is in place appropriate to the Company’s size and
risk profile.
Gender and diversity
The following table set out a quantitative breakdown of the gender balance of the Directors and key management
personnel of the Group as at 31 March 2024:
DirectorsKey management personnel
As at 31 March 2024
Female1 14%2100%
Male6 86%0 0%
Total7 2
As at 31 March 2023
Female1 14%2 50%
Male6 86%2 50%
Total7 4
Annual Report 2024 |
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| GREEN CROSS HEALTH
Climate-related
disclosures
As at 31 March 2024
Statement of compliance
Green Cross Health is a climate-reporting entity under the Financial Markets Conduct Act 2013. The year ended
31 March 2024 is the first reporting period for Green Cross Health under the Aotearoa New Zealand (ANZ) Climate
Standards:
•ANZ Climate Standard 1: Climate-related Disclosures (NZ CS 1)
•ANZ Climate Standard 2: Adoption of ANZ Climate Standards (NZ CS 2)
•ANZ Climate Standard 3: General Requirements for Climate-related Disclosures (NZ CS 3).
Green Cross Health has elected to use the following adoption provisions available in NZ CS 2:
•Adoption Provision 1: Current financial impacts, which provides an exemption from disclosing the current
financial impacts of its physical and transition impacts and an explanation of why quantitative financial impacts
cannot be disclosed.
•Adoption Provision 2: Anticipated financial impacts, which provides an exemption from disclosing the
anticipated financial impacts of climate-related risks and opportunities.
•Adoption Provision 3: Transition planning, which provides an exemption from disclosing the transition plan
aspects of the entity’s strategy including how its business model and strategy might change to address its
climate-related risks and opportunities and the extent to which this impacts internal capital deployment and
funding decision making processes.
•Adoption Provision 4: Scope 3 Greenhouse Gas (GHG) emissions, which provides an exemption from
disclosing scope 3 GHG emissions.
•Adoption Provision 5: Comparatives for Scope 3 GHG emissions, which provides an exemption from
disclosing scope 3 GHG emissions.
•Adoption Provision 6: Comparatives for metrics, which provides an exemption from disclosing comparative
information for each metric disclosed.
•Adoption Provision 7: Analysis of trends, which provides an exemption from disclosing an analysis of the main
trends evident from a comparison of each metric from previous reporting periods to the current reporting
period.
Important notice
These statements contain certain projections and forward-looking statements and opinions which are based on
historical experience, internal business data, external sources and various other factors that Green Cross Health
believes to be reasonable in the circumstances. In particular, these statements contain disclosures that rely on
early and evolving assessments of current and forward-looking information, incomplete and estimated data and
Green Cross Health’s related judgements, opinions and assumptions. Green Cross Health has sought to provide
accurate information, but it cautions reliance being placed on statements that are necessarily subject to significant
risks, uncertainties and/or assumptions. Climate change is an evolving challenge, with high levels of uncertainty
and significant data challenges, particularly over long-term horizons. Green Cross Health gives no representation,
guarantee, warranty or assurance about its future business performance, or that the outcomes expressed or implied
in any forward-looking statement made in this document will occur. Nothing in this report should be interpreted as
capital growth or earnings advice or guidance, or as any other legal, financial, tax or other advice or guidance.
Annual Report 2024 |
65
Governance
Overview
The Board is ultimately responsible for the oversight of climate-related risks and opportunities. The Board’s
responsibilities are set out in the Board Charter (available on the Company’s website) and include:
•ensuring adequate procedures are in place and in use to identify the principal risks of the Company’s business
and that appropriate systems are implemented to manage these risks;
•being actively engaged in directing and approving the strategic planning of the Company;
•reviewing and approving the corporate plan, the operating budget, and reviewing the overall performance
(including ESG) against what has been approved.
The Audit and Risk Committee has delegated authority from the Board to assist the Board with fulfilling its
responsibility in respect of financial reporting, ESG reporting, audit, regulatory conformance and risk management.
The Audit and Risk Committee charter can be found on the Company’s website. The Audit and Risk Committee
meets at least three times a year. After each meeting, the Audit and Risk Committee provides an update to the
Board.
Climate-related metrics are not incorporated into remuneration policies.
Audit and Risk Committee's role
The Audit and Risk Committee is responsible for overseeing the management of climate-related risks as part of its
overall responsibility in assisting the Board with risk management.
The Company has a risk management register and framework which the Audit and Risk Committee oversees and
reviews at least once a year. Outcomes of this review, along with the full risk register, are reported to the Board to
ensure the Board has up to date information regarding all risks, including climate-related risks and opportunities,
when developing and overseeing implementation of the Company’s strategy.
The Audit and Risk Committee is responsible for reviewing metrics and targets suggested by management for
managing climate-related risks and opportunities and recommending appropriate metrics and targets to the Board
for approval. The Audit and Risk Committee is responsible for monitoring progress against climate-related targets and
providing relevant updates to the Board.
The Audit and Risk Committee is authorised by the Board to obtain independent professional advice and to arrange
for the attendance at meetings, at the Company’s expense, of outside parties with relevant experience and expertise
if it considers this necessary. The Audit and Risk Committee has engaged external sustainability expertise to provide
advice and training to the Committee to ensure its members have the required skills and competencies to provide
oversight of climate-related risks and opportunities.
Mangement's role
The Company’s senior management team meets regularly, and represents the various business functions from
Finance, Operations, Clinical, Supply Chain, Merchandising, Procurement, Property, People and Marketing. Climate
risks and opportunities are considered as part of business decisions, and in setting business strategy over the short,
medium, and long term.
Governance
66
| GREEN CROSS HEALTH
Climate-related disclosures (continued)
Mangement's role (continued)
The Group CEO is responsible for managing climate-related strategy, risks and opportunities and recommending
metrics and targets to the Audit and Risk Committee for endorsement to the Board. The CFO is responsible for
managing climate-related reporting and assurance.
The Group CEO and CFO attend all Audit and Risk Committee meetings by standing invitation and report on climate-
related matters at those meetings.
Risk management
The Audit and Risk Committee is responsible for assisting the Board with risk management and has a framework for
identifying, assessing, monitoring and reporting on the key risks.
The Audit and Risk Committee is responsible for ensuring that the Company’s risk management framework, policies
and procedures are effective and appropriate. Management maintains a comprehensive risk register and reports
on this to the Audit and Risk Committee at least once per year. Risks are ranked based on likelihood and severity
of impact to the Company. Climate-related risks are subject to the same level of scrutiny and prioritisation as other
types of financial and non-financial risk.
Climate-related risk features as part of the risk register. To inform the risk register, the Company maintains a separate
climate-related risks and opportunities register detailing multiple scenarios. The framework is based on the National
Climate Change Risk Assessment (NCCRA) which enables a broad range of risks to be systematically compared.
Consideration is given to the short-term (0-3 years), medium-term (3-10 years) and long-term (beyond 10 years)
impacts as part of the review. Currently scopes 1 and 2 are considered in the value chain. The climate-related risks
and opportunities register is reviewed at least annually by Management and is used as an input into the risk register
review with the Audit and Risk Committee.
Strategy
During the year, the Company conducted a climate risk assessment (with support provided by an external climate
specialist) to understand how climate change is currently impacting the business and how it may do so in the future.
The following scenario analysis was undertaken:
1.
A first scenario of a 1.5 ̊C increase in global temperatures by 2100 was assessed, with climate-related
risks and opportunities reviewed;
2.A second scenario of a 2.0 ̊C increase in global temperatures by 2100 was assessed, with climate-
related risks and opportunities reviewed;
3.A third scenario of a 3.0 ̊C increase in global temperatures by 2100 was assessed, with climate-related
risks and opportunities reviewed.
GXH Board
Audit & Risk
Committee
Group CEOCFO
Management Team
Delegated
Authority
ESG Strategy,
Risks &
Opportunities
ESG
Reporting &
Assurance
Annual Report 2024 |
67
These three scenarios were selected as being most relevant to the sectors in which the Company operates and are
in use by a number of other companies, both nationally and internationally. The scenario analysis considers sector-
relevant assumptions underlying emissions reduction pathways over time, including environmental, socioeconomic
and macroeconomic assumptions. Assumptions that are less relevant to the sectors in which the Company operates,
such as carbon sequestration from afforestation and nature-based solutions, are not included in the scenario
analysis.
A description of the three scenarios is summarised in the table below.
Scenario OneScenario TwoScenario Three
AssumptionOrderly scenario
(1.5 ̊C warming)
Disorderly scenario
(2.0 ̊C warming)
Hot house scenario
(3.0 ̊C warming)
Environmental
Extreme rainfall11 days per annum11 days per annum
(with increased storm activity)
>11 days per annum (with
intense storm events)
Extreme heat (>25 ̊C)20+ more extreme heat days20+ more extreme heat days30+ more extreme heat days
Sea level rise0.22 metres0.22 metres0.32 metres
Policy
Carbon price$277 NZD per tonne$369 NZD per tonne$35 NZD per tonne
Social
Population increases16% increase in New Zealand
population, 7% global
population increase
22% increase in New Zealand
population, 16% global
population increase
26% increase in New Zealand
population, 8% global
population increase
Technology
Renewable energy100% renewable energy on
New Zealand grid by 2030
100% renewable energy on
New Zealand grid by 2035
>90% renewable energy on
New Zealand grid by 2030
Source: Thinkstep-anz who has relied on IPCC, NIWA, Stats NZ data, and Retail Sector Scenarios developed by Aotearoa Circle.
In each scenario, all risks and opportunities were assessed using the Company’s risk framework which considers the
likelihood and severity of impact to the Company. The scenario analysis was conducted as a standalone analysis by
Management with support from external specialist Thinkstep-anz. No modelling was undertaken. Oversight of the
process was provided by the Audit and Risk Committee including support to select external expertise to assist with
the analysis, selection of appropriate scenarios and reviewing the outputs of the scenario analysis.
The Company identified physical
1
and transitional
2
risks and opportunities related to climate change which may have
a current or future impact.
These have been categorised into the short-term (0-3 years), medium-term (3-10 years) and long-term (beyond 10
years). During strategic planning and when making decisions regarding capital allocation, the Company considers all
three timeframes.
1
Physical risks and opportunities - relate to physical impacts of climate change. E.g. Higher temperatures, flooding, rising sea levels etc.
2
Transitional risks and opportunities - relate to the process of transitioning away from reliance on fossil fuels and toward a low-carbon economy. E.g.
reputation, regulatory etc.
Governance
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| GREEN CROSS HEALTH
Climate-related disclosures (continued)
Strategy (continued)
Risk /
opportunity
Primary
climate-related
uncertainties
Potential impactTime frame*Scenario likelihood rating
123
Physical Risk
Flooding:
frequency and
magnitude
Relative sea-level
rise, changes in
extremes: high
intensity and
persistence of
rainfall
Temporary site
closures, equipment or
stock damage
S/M/LLowLowLow
Transitional Risk
MarketsAccess to marketsSupply chain disruption
causing shortages
to medicines or retail
products
M/LLowLowLow
FinancialInsuranceChallenges to maintain
insurance coverage
M/LLowLowLow
Physical Opportunity
International
influence
Immigration increaseEasier to attract new
staff leading to lower
personnel costs
with more resources
available
M/LMedMedMed
Climate
seasonality
Higher temperaturesIncrease in tropical
diseases/other medical
conditions lead to
increased demand for
products or services
LLowLowLow
Transitional
Opportunity
Products /
Services
Population growthAdditional demand
for medicines and
products resulting in
increased revenue
LHighHighHigh
The Company plans to progress developing the transition aspects of its strategy over the coming year. For
information on the Company’s current business model and strategy please refer to ‘The Company’ section of this
Annual Report. All capital investment proposals contain analysis of significant risks and opportunities, including any
climate-related risks and opportunities.
Metrics & targets
Metrics
Carbon emissions
3
for Scope 1 and Scope 2 are reported for the financial year ended 31 March 2024. The carbon
emissions have been calculated using ISO 14064-1: 2018 and the Greenhouse Gas Protocol (GHG Protocol) as
guidance (WBCSD/WRI, 2015). Sources used for the Company’s emission calculations are as follows:
*
Time frame defined as S (short-term of 0-3 years), M (medium-term of 3-10 years) and L (long-term of beyond 10 years).
3
Scope 1 - Emissions from Company-owned vehicles, Scope 2 - Electricity of all equity pharmacies, equity medical centres and the Company's
national support office
Annual Report 2024 |
69
•NZ Ministry for the Environment 2023 emission factors;
•UK Department for Energy Security and Net Zero Greenhouse gas reporting: conversion factors 2023;
•New Zealand Energy Certification System (NZECS);
•Eora 2018 economic input output factors.
The Company has reported Scope 1 and 2 GHG emissions from operations owned or controlled by the Company.
The Company’s carbon emissions within the reporting scope largely relate to fuel and electricity usage. In accordance
with NZ CS 1, the GHG emissions in this report are not subject to external assurance.
The Company considers the measures above to be sufficient for measuring and managing climate-related risks and
opportunities and does not use any other industry-based metrics or key performance indicators. The Company
considers all of its of business assets and activities are potentially vulnerable to physical and transitional risks
and opportunities, therefore all were considered in the scenario analysis. Currently, no material asset or capital
deployment is directly linked to climate-related activities. The Company does not use an internal emissions price. No
carbon offsets were purchased in the period. Management remuneration is not linked to climate-related risks and
opportunities.
Targets
Given the year ended 31 March 2024 is the first year climate-related reporting is required, the Company will consider
appropriate targets over the coming financial year in its effort to manage climate-related risks and opportunities.
Carbon emissions by category
500
450
400
350
300
250
200
150
100
50
0
226.9
Scope OneScope Two
478.8
GHG emissions (t CO2e)
FY24 emissions intensity
Scope 1 and 2
(tCO2e per $million revenue)
1.40
Governance
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| GREEN CROSS HEALTH
The total annual Directors’ remuneration approved for each financial year is capped at $500,000 (last approved in 2015).
The Directors holding office during the year ended 31 March 2024 and the remuneration paid or payable to the Directors
is as follows:
DirectorsTotal Fees
$
John (Andrew) Bagnall35,000
John Bolland*+#67,500
Craig Brockliss60,000
Kim Ellis*+#120,000
Peter Merton+#35,000
Kenneth Orr#65,000
Carolyn Steele*#70,000
Total452,500
Payment allocations
Independent Chair120,000
John (Andrew) Bagnall and Peter Merton35,000
Other Directors60,000
Chair of Audit & Risk Committee7,500
Chair of Investment Committee5,000
Chair of Remuneration Committee5,000
Independent Directors on Audit & Risk Committee and Investment Committee2,500
* Audit & Risk Committee member.
+ Remuneration Committee member.
# Investment Committee member.
Group CEO remuneration
The Group CEO’s package consists of a base salary, a Short Term Incentive (STI) and a Long Term Incentive (LTI).
The STI is calculated as 25% of current base salary and is based on quantitative criteria set annually for each financial
year. The LTI is a maximum of 23% of current base salary and is structured as a performance share rights scheme.
Rights vest based on achievement of an earnings per share target over a three-year period, provided the Group CEO
remains employed on the vesting date.
Other annual report
disclosures
For the year ended 31 March 2024
Annual Report 2024 |
71
Employee remuneration
The number of employees or former employees of the Group, not being Directors of Green Cross Health Limited,
who received remuneration and other benefits in their capacity as employees, the value of which exceeded $100,000
for the year ended 31 March 2024 is set out below:
Employee annual remuneration bands20242023
$100,000 - $109,9997888
$110,000 - $119,9994454
$120,000 - $129,9993644
$130,000 - $139,9993741
$140,000 - $149,9992725
$150,000 - $159,9991917
$160,000 - $169,9992824
$170,000 - $179,9991528
$180,000 - $189,9991919
$190,000 - $199,999128
$200,000 - $209,9992010
$210,000 - $219,999108
$220,000 - $229,99988
$230,000 - $239,99979
$240,000 - $249,999104
$250,000 - $259,99937
$260,000 - $269,99959
$270,000 - $279,99996
$280,000 - $289,99944
$290,000 - $299,99912
$300,000 - $309,99930
$310,000 - $319,99912
$320,000 - $329,99924
$340,000 - $349,99931
$400,000 - $409,99922
$430,000 - $439,99902
$450,000 - $459,99910
$460,000 - $469,99901
$510,000 - $519,99910
$540,000 - $549,99901
$1,010,000 - $1,019,99910
$1,040,000 - $1,049,99901
Former employees included in the above bands4397
Governance
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| GREEN CROSS HEALTH
Donations
The Group made donations to the value of $17,302.
Directors’ shareholding and trades
The following table summarises:
(a) the number of shares in the Company held by Directors at 31 March 2024; and
(b)
disclosures made by Directors, in accordance with section 148(2) of the Companies Act 1993, of acquisitions and
dispositions of relevant interests in shares in the Company during the year.
DirectorsHolding
1 Apr 2023
CancelledIssuedNet trades in
the period
Interest
ceased
Holding
31 Mar 2024
J A Bagnall (i)45,935,821---
-
45,935,821
C Brockliss (ii)12,699,087---
-
12,699,087
P M Merton (iii)45,840,983---
-
45,840,983
K A Orr (iv)600,083--(186,018)
-
414,065
C M Steele (v)50,000----50,000
(i)J A Bagnall is a Director of LPL Trustee Limited and therefore holds a relevant interest of 45,935,821 fully
paid ordinary shares (shares are legally owned by LPL Trustee Limited).
(ii)C Brockliss is a Director of Wilton Asset Management Limited and therefore holds a relevant interest in
11,956,070 fully paid ordinary shares. Beneficial owner of 629,300 fully paid ordinary shares via shares
held on bare trust by Wilton Asset Management Ltd for Oscar Holdings Ltd. Beneficial owner of 113,717
fully paid ordinary shares via ownership in Oscar Holdings Ltd.
(iii)P M Merton is a Director of Cape Healthcare Limited and a trustee of the Pentz Trust which is a 49%
shareholder of Cape Healthcare Limited. P M Merton has a relevant interest in the 45,840,983 fully paid
ordinary shares owned by Cape Healthcare Limited.
(iv)K A Orr holds a beneficial interest of 414,065 fully paid ordinary shares (shares are legally owned by Orrs
Kaipara Pharmacies Limited and Orrs Pharmacies Limited).
(v)C M Steele has a relevant interest in 50,000 fully paid ordinary shares.
Annual Report 2024 |
73
Governance
Directors’ insurance
Green Cross Health Limited has insured all its Directors against liabilities to other parties that may arise from their
positions as Directors. The insurance does not cover liabilities arising from criminal actions.
General disclosure of interest by Directors
(section 140(2) of the Companies Act 1993)
The Directors of the Company named below have made a general disclosure of interest by a general notice disclosed
to the Board and entered in the Company’s interest register. General notices of interest were given by these Directors
during the financial year ended 31 March 2024:
John (Andrew) Bagnall – LPL Trustee Limited (Director and Shareholder), Segoura Limited (Director and
Shareholder), Plan B Limited (Shareholder), Waiaro Investments Limited (Director and Shareholder), Stellar Electronic
Board Reporting System (Director and Shareholder), Powershield Limited (Director), Steelmasters Auckland Limited
(Director), major Shareholder or Director of various unlisted or privately controlled companies.
John Bolland – Segoura Limited (Consultant), Stellar Electronic Board Reporting System (Director), Powershield
Limited (Director), Steelmasters Auckland Limited (Director). Shareholder or Director of various unlisted or privately
controlled companies.
Craig Brockliss - Oscar Holdings Ltd (Director and Shareholder), Wilton Asset Management Limited (Director).
Kim Ellis – NZ Social Infrastructure Fund (Chair) and Envirowaste Services (Consultant).
Peter Merton – Cape Healthcare Limited (Director and Shareholder).
Kenneth Orr – Orrs Pharmacies Limited (Director and Shareholder), Orrs Kaipara Pharmacies Limited (Director and
Shareholder), Orrs Maungaturoto Pharmacy Limited (Director and Shareholder), Orrs Rust Ave Pharmacy Limited
(Director and Shareholder), Orrs Cameron Pharmacy Limited (Director and Shareholder), Orrs Ruakaka Pharmacy
Limited (Director and Shareholder), Orrs Tui Pharmacy Limited (Director and Shareholder), Orrs Kaikohe Pharmacies
Limited (Director and Shareholder), North Haven Hospice (Director).
Carolyn Steele – Halberg Foundation (Chair), WEL Networks Limited (Director), Oriens Capital GP 2 Limited
(Director), Property for Industry (Director) and Vulcan Steel Limited (Director).
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| GREEN CROSS HEALTH
Annual Report 2024 |
75
Shares and shareholding
The Company’s ordinary shares are listed on the NZX using the ticker code, GXH. As at 31 March 2024 the
Company had on issue 143,461,089 equity securities (as defined by the Financial Markets Conduct Act 2013) being
143,461,089 fully paid ordinary shares.
The 20 largest registered holders of quoted equity securities as at 31 May 2024 were as follows:
NameHolding%
LPL TRUSTEE LIMITED45,935,821 31.99
CAPE HEALTHCARE LIMITED45,840,983 31.92
JBWERE (NZ) NOMINEES LIMITED <NZ RESIDENT A/C>12,879,253 8.97
FNZ CUSTODIANS LIMITED4,856,8713.38
NEW ZEALAND DEPOSITORY NOMINEE LIMITED <A/C 1 CASH ACCOUNT> 2,772,4441.93
CUSTODIAL SERVICES LIMITED <A/C 4>2,564,770 1.79
GANET INVESTMENTS LIMITED1,627,979 1.13
CITIBANK NOMINEES (NEW ZEALAND) LIMITED - NZCSD <CNOM90>1,091,762 0.76
THOMAS LAI & CAROLYN PAMELA LAI & KATHLEEN YEE <THOMAS & CAROLYN LAI
FAMILY A/C>994,985 0.69
FRANCES ANN VUKSICH850,000 0.59
ELIZABETH ANN MCAULAY687,022 0.48
PIERRE GORDON PIERCE COTTER537,050 0.37
JAMES STEVE BEGOVIC & KERRY ELLWYN BEGOVIC & KATHERINE MARINA PALIN
<BEGOVIC FAMILY A/C>500,000 0.35
ARTHUR HECTOR MCAULAY437,060 0.30
RACHAEL MAREE NEWFIELD417,976 0.29
ORRS PHARMACIES LIMITED414,065 0.29
FNZ CUSTODIANS LIMITED <DRP NZ A/C>375,120 0.26
SEAJAY SECURITIES LIMITED314,496 0.22
HSBC NOMINEES (NEW ZEALAND) LIMITED - NZCSD <HKBN90>302,2670.21
JEDI INVESTMENTS LIMITED300,0000.21
Governance
Shareholder information
76
| GREEN CROSS HEALTH
Shares and shareholding (continued)
Substantial security holders
The following persons are deemed to be substantial product holders in accordance with section 274 (1) of the
Financial Markets Authority Act 2013:
NameHolding%
LPL TRUSTEE LIMITED45,935,821 31.99
CAPE HEALTHCARE LIMITED45,840,983 31.92
WILTON ASSET MANAGEMENT LTD12,585,3708.76
Shareholding spread
Green Cross Health Limited’s shareholding spread as at 31 May 2024 is as follows:
Size of holdingHolders%Securities%
1 - 99935421.53158,9600.11
1,000 - 9,99984551.402,819,8111.96
10,000 - 99,99938323.3010,538,3517.34
100,000 - 499,999492.988,946,536 6.23
500,000 - 999,99950.303,569,057 2.49
1,000,000 and over80.49117,569,88381.87
Total1,644100.00143,602,598 100.00
Annual Report 2024 |
77
Governance
Registered office
Green Cross Health Limited
Millennium Centre
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
Telephone: +64 9 571 9080
Board
K Ellis
Independent Chair
J A Bagnall
Non-Executive Director
J B Bolland
Non-Executive Director
C Brockliss
Non-Executive Director
P M Merton
Non-Executive Director
K A Orr
Independent Director
C M Steele
Independent Director
Officers
Rachael Newfield Group CEO
Kalpana Goundar CFO /
Company Secretary
Auditor
KPMG
KPMG Centre
18 Viaduct Harbour Avenue
Auckland Central
Auckland 1010
Bankers
Bank of New Zealand
80 Queen Street
Auckland Central
Auckland 1010
Bank of China
205 Queen Street
Auckland Central
Auckland 1010
Websites
www.greencrosshealth.co.nz
www.housecall.co.nz
www.lifepharmacy.co.nz
www.livingrewards.co.nz
www.pilldrop.co.nz
www.thedoctors.co.nz
www.unichem.co.nz
Investor relations
For investor relations enquiries:
Telephone: +64 9 571 9088
Email: investor.relations@gxh.co.nz
Share registrar
Computershare Investor
Services Limited
Private Bag 92119
Auckland 1142
Level 2, 159 Hurstmere Road
Takapuna, Auckland 0622
Managing your
shareholding online:
To change your address, update
your payment instructions and
to view your registered details
including transactions, please visit:
www.investorcentre.com
General enquiries can be
directed to:
enquiry@computershare.co.nz
Telephone: +64 9 488 8700
Facsimile: + 64 9 488 8787
Please assist our registrar by
quoting your CSN
or shareholder number.
Company directory
Green Cross Health Ltd
Millennium Centre
Ground Floor, Building B
602 Great South Road
Ellerslie, Auckland 1051
Private Bag 11906
Ellerslie, Auckland 1542
www.greencrosshealth.co.nz
WORKING TOGETHER TO SUPPORT
HEALTHIER COMMUNITIES
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.