Ryman Healthcare Limited Notice of Meeting 2024
1
Dear Shareholder,
We warmly invite you to join us for the Annual Meeting of Shareholders of Ryman Healthcare Limited (Ryman).
Shareholders have the choice to attend in person or virtually. If you are unwell or are in close contact with
someone who is unwell, we request that you please do not attend the meeting in person.
Where: Philip Carter Family Concert Hall Auditorium
The Piano
156 Armagh Street
Christchurch
Virtual: Shareholders are also able to attend the Annual Meeting online via the Virtual Annual Meeting
portal at www.virtualmeeting.co.nz/rym24
When: Thursday, 1 August 2024 at 10am (NZT)
You are invited to join us after the meeting for refreshments.
Shareholders participating in the Annual Meeting virtually via the Virtual Annual Meeting portal will be able
to vote and ask questions during the event. Please read the procedural notes below for further details.
Important dates
Latest time for receipt of proxy forms: 10am (NZT) on Tuesday, 30 July 2024.
Time for determining voting entitlements at the Annual Meeting: 5pm (NZT) on Tuesday, 30 July 2024.
RYMAN HEALTHCARE 2024
Notice of Annual Meeting
2
RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2024
A. Executive Chair’s Address
B. Resolutions (Please see the Explanatory Notes at the end of this Notice of Meeting)
Ordinary Resolutions
To consider, and if thought fit, pass the following resolutions:
Resolution 1: Auditor’s Appointment and Remuneration:
That PwC Auckland is appointed as the auditor of the Company and that the Board is authorised
to fix the auditor’s remuneration for the ensuing year.
Resolution 2: Re-election of Ms Kate Munnings:
That Ms Kate Munnings is re-elected as a director of Ryman.
Resolution 3: Re-election of Mr David Pitman:
That Mr David Pitman is re-elected as a director of Ryman.
Resolutions 1 to 3 above are to be considered as ordinary resolutions and, to be passed, require the
approval of more than 50 percent of the votes of those shareholders entitled to vote and voting on
the resolution. For more information on the resolutions, please see the Explanatory Notes.
C. Shareholder questions
By order of the Board
Deborah Marris
Company Secretary
Christchurch, 2 July 2024
Items of Business
3
RYMAN HEALTHCARE NOTICE OF ANNUAL MEETING 2024
Resolution 1: Auditor’s Appointment and Remuneration
Ryman released its External Auditor Independence Policy in December 2023 providing guidance on the appointment and independence
of the external auditor. The Policy requires the tendering and formal assessment of the external auditor at least every 10 years. The
Company’s current auditor, Deloitte, has been Ryman’s auditor since listing on the NZX in 1999, a total of 25 years. Deloitte has worked
constructively with the Company as its auditor since this time.
In accordance with the External Auditor Independence Policy, the Company carried out a tender process overseen by Ryman’s Audit,
Finance and Risk Committee. Following a careful review and consideration of the responses, the Committee recommended to the
Board that PwC Auckland was the most suitable appointment as the external auditor. The Board agrees with the recommendation of
the Committee and on this basis seeks approval of the shareholders to the appointment of PwC Auckland as the auditor for the purposes
of section 207P(2) of the Companies Act 1993 and to authorise the Board to fix the auditor’s remuneration for the current financial year
for the purposes of section 207S of the Companies Act 1993.
The Board unanimously supports the appointment of PwC Auckland as the external auditor.
The financial statements and auditor’s report included in the FY24 Annual Report presented to shareholders were audited and prepared
by Deloitte as the Company’s auditors at that time.
Resolution 2: Re-election of Ms Kate Munnings
Under NZX Listing Rule 2.7.1 a director appointed by the Board must not hold office (without re-election) past the next
Annual Meeting following the director’s appointment. Ms Kate Munnings was appointed as a non-executive director by
the Board with effect from 1 November 2023. Ms Munnings accordingly retires and offers herself for re-election at the
2024 Annual Meeting. Ms Munnings is considered by the Board to be independent.
The Board unanimously supports the re-election of Ms Munnings.
Term of office: Appointed with effect from 1 November 2024
Board committees: Clinical Governance, People, Safety & Remuneration, Governance and Nominations
Biography: Kate joined the Board in November 2023. Based in Australia, she was most recently Chief Executive &
Managing Director at Virtus Health Care, which was ASX-listed prior to being taken private in 2022. Prior to this, she was
Chief Operating Officer of Ramsay Health Care (ASX:RHC), responsible for the operational performance of 73 public
and private hospitals in Australia, with over 30,000 staff.
Kate started her career as a registered nurse before pursuing a legal career, specialising in construction law; and was
a partner at global law firm, Baker McKenzie. She then moved to Transfield Services (ASX: TSE) in a Chief Risk & Legal
Officer/Company Secretary role before transitioning into operational roles, eventually becoming Chief Executive
– Operations for Transfield Services (renamed Broadspectrum) where she oversaw their facilities management,
construction and consulting operations for Australia, New Zealand and Melanesia. She is currently the Chair of Digital
Health CRC, an Australian government funded organisation that invests in R&D to support the growth of digital healthcare
as a means to improve patient outcomes.
Resolution 3: Re-election of Mr David Pitman
Under NZX Listing Rule 2.7.1 a director appointed by the Board must not hold office (without re-election) past the next
Annual Meeting following the director’s appointment. Mr David Pitman was appointed as a non-executive director by the
Board with effect from 1 May 2024. Mr Pitman accordingly retires and offers himself for re-election at the 2024 Annual
Meeting. Mr Pitman is considered by the Board to be independent.
The Board unanimously supports the re-election of Mr Pitman.
Term of office: Appointed with effect from 1 May 2024
Board committees: Audit, Risk and Finance
Biography: David joined the Board in May 2024. Based in Sydney, he has 40 years’ experience in general, operational
and financial management, strategy development and M&A. Originally trained as an aeronautical engineer, he began
his career in the aviation sector. After earning his MBA, he joined Boston Consulting Group (BCG), where he spent a
significant portion of his career advising clients predominantly in financial services and various other sectors, becoming
a Partner and the leader of the firm’s Asia Pacific Corporate Finance & Strategy practice.
In 2007, David transitioned to Stockland Corporation as EGM Strategy and Corporate Development, later assuming the
role of CEO of Stockland’s Retirement Living division.
After more than six years at Stockland, David returned to BCG, this time in Boston, as Global Finance Director, overseeing
the firm’s finance operations, accounting and control across 50 countries. He subsequently relocated back to Sydney in
2018, assuming a senior advisor role at BCG before moving into private consulting.
Explanatory notes
4
rymanhealthcare.co.nz
rymanhealthcare.com.au
Online proxy voting
Alternatively, shareholders can elect to lodge their
proxy appointment online by visiting
investorcentre.linkgroup.nz/voting /RYM.
Holders on the Ryman register will be required to enter
their CSN/Holder Number and Authorisation Code (FIN)
to complete the online validation process to securely
appoint a proxy online.
All online or postal proxy appointments must be received by
MUFG Corporate Markets (formerly Link Market Services
Limited) via mail or email no later than 10am (NZT) on
Tuesday, 30 July 2024.
Shareholder questions
We want to make it as easy as possible for shareholders to
ask questions at the Annual Meeting. Shareholders present
at the Annual Meeting or attending virtually via the Virtual
Annual Meeting portal will have the opportunity to ask
questions during the Annual Meeting.
• Shareholders who cannot attend the Annual Meeting
If you cannot attend the Annual Meeting but would like to
ask a question you can submit a question by completing
the shareholder question section on the proxy form and
returning it to MUFG Corporate Markets (formerly Link
Market Services Limited), or online by going to vote at
investorcentre.linkgroup.nz/voting /RYM.
After completing the online validation process choose
‘Questions’. Shareholder questions will need to be
submitted by 10am (NZT) Tuesday, 30 July 2024.
• Online questions
Shareholders attending the Annual Meeting virtually
will be able to submit questions via the ‘Ask a Question’
functionality in the Virtual Annual Meeting portal.
Questions can be submitted via the portal at any time
during the Annual Meeting.
We encourage shareholders to submit questions early
to ensure that as many questions as possible are
received and addressed at the appropriate time during
the meeting.
Please note in order to ‘Ask a Question’ via the Virtual
Annual Meeting portal shareholders must have
completed the registration process to vote in order to
validate themselves as a shareholder and make the
‘Ask a Question’ functionality available.
Procedural notes
Attending in person
If you wish to vote in person, you should attend the
Annual Meeting where you will be issued with a voting
card. Please bring your proxy form with you to the meeting
(enclosed with the notice) to assist with your registration.
Online participation
You may also attend virtually via the Virtual Annual Meeting
portal, where you can watch the Annual Meeting, vote, and
ask questions. Ryman’s Virtual Annual Meeting portal can
be found at: www.virtualmeeting.co.nz/rym24
Shareholders attending virtually will require their CSN/
Holder Number for verification purposes. Shareholders
attending virtually will be able to ask questions during
the Annual Meeting via the ‘Ask a Question’ functionality.
If you require assistance with using the portal please
phone the helpline on 0800 200 220.
More information regarding virtual attendance
including how to vote and ask questions is available
in the Virtual Annual Meeting Online Portal Guide:
https://bcast.linkinvestorservices.co.nz/MUFG/
MUFG_VirtualMeetingGuide.pdf
Eligibility to vote
Any shareholder whose name was recorded in Ryman’s
share register at 5pm (NZT) on 30 July 2024 is entitled
to attend the meeting and vote on the resolutions either
in person or by proxy.
Proxies
All shareholders are entitled to vote at the meeting but if
you cannot attend or participate by virtual meeting you are
encouraged to appoint a proxy to attend the meeting and
vote on your behalf. A corporate shareholder may appoint
a person to attend the meeting as its representative in the
same manner that it would appoint a proxy. A proxy need
not be a Ryman shareholder.
The Chair of the meeting and the directors of Ryman
intend to vote all discretionary proxies, for which they have
authority to vote, in favour of all of the resolutions 1-3. If, in
appointing your proxy, you do not name a person as your
proxy (either online or on your proxy form), the Chair of the
meeting will be your proxy and may vote only in accordance
with your express direction. A proxy is able to vote on
motions from the floor and/or any resolutions put before
the meeting to amend the resolutions stated in this notice.
Shareholders can appoint a proxy by completing the
enclosed proxy form and returning it to MUFG Corporate
Markets (formerly Link Market Services Limited) by email
or mail as set out in the proxy form.
---
LODGE YOUR PROXY
Online
https://investorcentre.linkgroup.nz/voting/RYM
Scan& Email
meetings@linkmarketservices.com
Deliver in person
MUFG Corporate Markets,
Level 30, PwC Tower,
15 Customs Street West
Auckland 1010
Mail
MUFG Corporate Markets
PO Box 91976
Auckland 1142
New Zealand
SCAN THIS QR CODE WITH YOUR SMARTPHONE AND
VOTE ONLINE
PROXY FORM FOR THE 2024 ANNUAL MEETING
The 2024 Annual Meeting of Shareholders of Ryman Healthcare Limited (“Ryman”) will be held on Thursday, 1 August 2024 at
10am (NZ time) at the Philip Carter Family Concert Hall Auditorium, The Piano, 156 Armagh Street, Christchurch.
Shareholders are also able to attend the Annual Meeting online via the Virtual Meeting platform at www.virtualmeeting.co.nz/rym24.
If you will be attending online, you will require your Holder Number for verification purposes.
APPOINTMENT OF PROXY
Any shareholder who is entitled to attend and vote at the
meeting may appoint a proxy (or representative in the case of
a corporate shareholder) to attend and vote in their place. A
proxy need not be a shareholder of Ryman.
For this Proxy to be valid, you must produce it to the company
by either appointing your proxy online, delivering, posting, or
emailing it, to be received by MUFG Corporate Markets
(formerly Link Market Services) no later than 10am (NZ time),
Tuesday 30 July 2024.
If you return this form without directing the proxy how to vote
on any particular matter, the proxy may vote as he/she thinks
fit or abstain from voting, unless specifically restricted from
voting. If you return this form without appointing a proxy, but
have indicated on this form how you wish to vote, the Chair of
the Meeting will vote in accordance with your express
instructions.
Appointing the Chair of the meeting or a director as
your proxy
The Chair of the meeting or any other director is willing to act
as proxy for any shareholders who appoints him or her for that
purpose. In making such an appointment you acknowledge that
they may exercise your vote even if they have an interest in the
outcome of that resolution.
VOTING OF YOUR HOLDING
Vote by making the appropriate election, either online or on this
form, in respect of each item of business. If you make more than
one election in respect of a resolution your vote will be invalid
for that resolution.
ATTENDING THE MEETING
If you propose to attend the Annual Meeting please bring this
Proxy Form intact to the meeting, the barcode is required for
registration at the meeting.
SIGNING INSTRUCTIONS FOR PROXY FORMS
Individual
This Proxy Form must be signed by the shareholder or his/her/its
attorney duly authorised in writing.
Joint holding
This Proxy Form may be signed by either, or on behalf of the
joint shareholders (or their duly authorised attorney).
Power of Attorney
If this Proxy Form is signed under a power of attorney, a copy of
the power of attorney and a signed certificate of non-revocation
of the power of the attorney, under which it is signed, must
be produced to Ryman Healthcare Limited with this proxy form.
Company
This Proxy Form must be signed by a director or a duly
authorized officer acting under the express or implied authority
of the shareholder, or an attorney duly authorised by the
shareholder.
SUBMIT YOUR PROXY VOTE ONLINE
To appoint a proxy online please go to
https://investorcentre.linkgroup.nz/voting/RYM. Holders will
require their CSN/Holder Number and Authorisation Code (FIN)
to complete a proxy appointment online.
Go online to https://investorcentre.linkgroup.nz/voting/RYM to vote or turn over to complete the Proxy Form.
PROXY FORM
STEP 1: APPOINT A PROXY TO VOTE ON YOUR BEHALF
I/We being a shareholder of Ryman Healthcare Limited
Hereby appoint ____________________________________ of ________________________________________
or failing him/her ____________________________________ of ________________________________________
as my/our proxy to vote for me/us on my/our behalf at the Annual Meeting of Shareholders of Ryman Healthcare Limited to be held
at the Philip Carter Family Concert Hall Auditorium, The Piano, 156 Armagh Street, Christchurch and online at
www.virtualmeeting.co.nz/rym24 on Thursday 1 August 2024 at 10am (NZ time), and at any adjournment of that meeting. Please
indicate with a tick in the appropriate boxes below how you wish your proxy to vote. If you wish, you may appoint as your proxy
‘The Chair of the Meeting’ or any other director.
STEP 2: ITEMS OF BUSINESS – PROXY VOTING INSTRUCTIONS
Tick () in box to vote
ORDINARY BUSINESS For Against Proxy Abstain
Discretion
1. That PwC Auckland is confirmed as the Company’s auditor and that
the directors of Ryman are authorised to fix the auditor’s
remuneration for the ensuing year.
2. That Ms Kate Munnings (appointed as a director of Ryman
by the Board with effect from 1 November 2023) who retires and is
eligible for re-election, is re-elected as a director of Ryman.
3. That Mr David Pitman (appointed as a director of Ryman by the
Board with effect from 1 May 2024) who retires and is eligible
for re-election, is re-elected as a director of Ryman.
STEP 3: SHAREHOLDER QUESTIONS
Shareholders present at the Annual Meeting physically or online, will have the opportunity to ask questions during the meeting. If
you cannot attend the Annual Meeting but would like to ask a question you can submit a question online by going to
https://investorcentre.linkgroup.nz/voting/RYM and completing the online validation process OR complete the question section
below and return to MUFG Corporate Markets (formerly Link Market Services) in the reply paid envelope enclosed. Questions will
need to be submitted by 10am (NZT) Tuesday 30 July 2024. The Board will address and answer questions at the Annual Meeting.
SIGN: SIGNATURE OF SHAREHOLDER(S) This section must be completed.
Shareholder 1 Shareholder 2 Shareholder 3
Contact Name ________________________ Daytime Telephone ______________________ Date ______________
Electronic Investor Communication:
If you received the Notice of Meeting & Proxy by mail and you wish to receive your future communications by email please
provide your email address below:
Question:
---
R Y M A N H E A L T H C A R E
2024 Governance
Presentation
28 June 2024
R Y M A N H E A L T H C A R E|2024 Governance Presentation2
Disclaimer
This presentation has been prepared by Ryman
Healthcare Limited and its group companies
("Ryman") for informational purposes.This
disclaimer applies to this document and the
verbal or written comments of any person
presenting it.
This presentation provides additional comments
on the full year result for the period to 31 March
2024 presented on 27 May 2024.It should be read
in conjunction with all other material which we
have released, or may release, to NZX from time
to time. That material is also available on our
website at rymanhealthcare.com.
Ryman disclaims and excludes all liability for any
loss suffered by any person as a result of the use of
or reliance on the information contained in, or
omitted from, this presentation, and makes no
representation or warranty as to the currency,
fairness, accuracy, completeness or reliability of
the information contained in this presentation, in
each case to the fullest extent permitted by law.
Purpose of this presentation
This presentation isnot an offer of financial products, or a proposal or invitation to make any such
offer.It is not investment advice, or any otheradvice, or a recommendation in relation to financial
products, and does not take into account any person’s individual circumstances or objectives. Every
investor should make an independent assessment of Ryman on the basis of expert financial advice.
Forward-looking statements
This presentation contains forward-looking statements and projections.These reflect our current
expectations, based on what we think are reasonable assumptions.However, any of these
forward-looking statements or projections may be materially different due to a range of factors and
risks. Ryman gives no warranty or representation as to our future financial performance or any future
matter.Actual results may differ materially from those projected.Except as required by law or the NZX
Listing Rules, Ryman undertakes no obligation to update any forward-looking statements whether as a
result of new information, future events, or otherwise.
Non-GAAP information
A number offinancial measures used in this presentation are based on non-generally accepted
accountingprinciples (i.e.non-GAAP financial information).This includes, in particular, our ‘underlying
profit’ which Ryman has used for many years as a means of showing our profit absent any unrealised
valuation movements.We show our underlying profit together with our reported profit based on
NZ IFRS (a GAAP measure). You should not considerany of these statements in isolation from, or in
substitution for the information provided in the Financial Statements for the 12 months ended
31March 2024.
R Y M A N H E A L T H C A R E |2024 Governance Presentation3
Today’s
Speakers
Paula Jeffs
LEAD INDEPENDENT
DIRECTOR
Dean Hamilton
EXECUTIVE CHAIR
R Y M A N H E A L T H C A R E |2024 Governance Presentation4
Agenda
Ryman at a glance
Change programme
Assurance
Profit and loss
Strategy update
Sustainability
Board of directors
Governance and remuneration
2024 ASM resolutions
Keith Park Village resident Mary and her grandson.
4
R Y M A N H E A L T H C A R E|2024 Governance Presentation5
Ryman at a glance
Teammembers
7,691
NZ: 6,242 | AU: 1,449
Residents
14,606
NZ: 12,561 | AU: 2,045
Units and beds in
land bank
5,371
NZ: 3,161 | AU: 2,210
Open villages
48
NZ: 40 | AU: 8
Sites under construction
10
NZ: 6 | AU: 4
Greenfield sites
10
NZ: 5 | AU: 5
(excluding 3 sites held for sale)
Retirement village units
9,187
NZ: 7,843 | AU: 1,344
Aged care beds
4,339
NZ: 3,659 | AU: 680
(Includes 9
open villages)
Reader’s Digest
Most Trusted Brand
1
10x winner
1Aged Care and Retirement Villages Category
(Includes 9 villages
under construction)
R Y M A N H E A L T H C A R E|2024 Governance Presentation6
Change programmeprogressing
Board refresh
•Board renewal with three members retiring and four new Board members in FY24
•Two further retirements in calendar 2024
•New Chair of the Board and new Chairs of all Board subcommittees
Management refresh
•Group CEO resignation on 19 April 2024 with Chair Dean Hamilton stepping into Executive Chair role while
Group CEO search is underway
•Executive Chair Oversight committee with responsibility for oversight of the performance Executive Chair, whilst
that position remains, as the Company undertakes a process to hire a new Group Chief Executive Officer
•Paula Jeffs appointed Lead Independent Director and Chair of Executive Oversight Committee to enable
appropriate governance control
•Executive Chair compensation includes pay of $100,000 per month (existing Chair fee of $300,000 p.a. suspended),
with no additional incentives. Executive Chair to reinvest 33.33% of post-tax pay in Ryman shares
Remuneration reset
•New minimum share purchase plan for directors
•Majority of SET on reset remuneration structure from 1 April 2024
Objective
performance metrics
•New financial performance measures: (1) cash flow from existing operations, (2) cash flow from development
activity, and (3) IFRS profit before tax and fair value movements per share
•Recognition of build rate moved to completed units and beds which are able to be occupied
•Focusing on settlement of sales with accounting recognition under review
•Improved financial disclosures and transparency including breakdown of operating expenses and net resales
cash flows
Balance sheet
assessment
•Sites in land bank reviewed against current investment criteria, resulting in land moved to held for sale and
impairments on land where the outcome is yet to be determined
•Asset valuations approach reassessed with investment property and property, plant and equipment now held at
independent valuation (previously held at director’s valuation)
Strategic urgency
•‘Fit for the future’ transformation programmecommenced
•Focus on: (1) new developments, (2) existing villages, (3) revenue, (4) services and support, (5) culture and change
R Y M A N H E A L T H C A R E|2024 Governance Presentation7
Assurance
External Auditor Independence Policy
•External Auditor Independence Policy released on 1 December 2023 (link)
•The purpose of the policy is to provide guidance on the provision of external audit
services to ensure the independence of the external auditor, both in fact and
appearance, such that Ryman Healthcare’s external financial reporting is viewed
as being highly reliable and credible
Key policies
•The rotation of audit firm will be tendered and formally assessed by the Audit, Finance
and Risk Committee at least every 10 years with the incumbent external auditor eligible
to participate in the tender process
•The lead audit engagement partner, who has ultimate responsibility for the audit
engagement, is required to rotate every five years with a minimum cooling-off period
of five years. Other key audit partners, considered to be making key decisions or
judgments on matters significant to the audit, are required to rotate every seven years
with a minimum cooling-off period of two years
Audit tender
•The Board has agreed with the recommendation of the Audit, Finance, and Risk
Committee and will seek approval of the shareholders at the Annual Meeting on 1
August 2024 to the appointment of PwC as auditor for the financial year commencing 1
April 2024 (link)
R Y M A N H E A L T H C A R E|2024 Governance Presentation8
FY24 statutory profit and loss
•Net profit after tax (NPAT) of $4.8 million, driven by impairment losses
and lower fair-value movements, offset by a higher deferred tax credit
•Profit before tax and fair-value movements (PBTF) declined from
-$225.3 million in FY23 to -$324.5 million in FY24
•Operating expenses up 20% to $651.9 million, including $29.9 million
of one-off costs
1
relating to wind-up of employee share schemes and
Holidays Act 2003 provisions (up 16% excluding these items)
•Total finance costs lower than FY23 which was impacted by USPP
prepayment. Finance costs excluding USPP prepayment and swap
amendments down 14% to $40.2 million
•Impairment loss of $243.6 million driven by adjustments to the carrying
amount of assets held for sale and review of land bank sites (see slide 12)
•Fair-value moment on investment property of $179.5 million, down 58%
reflecting changes to valuation methodology (see slide 18)
1Refer to Ryman’s 2024 result presentation for a breakdown of one-off costs.
Profit and loss ($m)FY23FY24YoY
Care and village fees437.3510.417%
Deferred management fees (DMF)122.8140.214%
Interest received2.12.39%
Imputed income on RADs12.824.591%
Other income8.712.644%
Total revenue583.8689.918%
Operating expenses(542.2)(651.9)20%
Depreciation and amortisation(37.7)(43.8)16%
Imputed income charge on RADs(12.8)(24.5)91%
Finance costs -interest expense(47.1)(40.2)-14%
Finance costs -USPP prepayment, swap amendments(158.3)(10.4)nm
Impairment loss(11.0)(243.6)nm
Total expenses(809.1)(1,014.4)25%
Profit before tax and fair-value movements (PBTF)(225.3)(324.5)44%
Fair-value movement of investment properties431.5179.5-58%
Profit before tax206.2(144.9)-170%
Income tax credit/(expense)51.6149.7190%
Net profit after tax (NPAT)257.84.8-98%
Per share
Weighted shares on issue (m)516.3687.633%
PBTF per share (cps)(43.6)(47.2)8%
NPAT per share (cps)49.90.7-99%
One-off costs (non-GAAP)
1
Total one-off costs(175.4)(283.9)62%
Profit before tax, fair-value movements and one-offs(50.0)(40.6)-19%
326.0
264.7
423.1
692.9
257.8
4.8
36.5
26.7
(6.3)
(23.8)
(225.3)
(324.5)
(400)
(200)
200
400
600
800
FY19FY20FY21FY22FY23FY24
NPATPBTF
R Y M A N H E A L T H C A R E|2024 Governance Presentation9
Value created
Developing
our people
Enhancing
our expertise
Growing
our communities
Strengthening
our relationships
Protecting
our environment
Delivering improved
returns to shareholders
Our resources
Our
people
Our
expertise
Our
communities
Our
relationships
Our
environment
Our
financial resources
Creating value for our stakeholders
R Y M A N H E A L T H C A R E|2024 Governance Presentation10
Driving business improvement: Focus areas
R Y M A N H E A L T H C A R E|2024 Governance Presentation11
Sustainability progress
•Following the launch of our sustainability strategy in late 2022,
we’ve released our first Sustainability Report, available on our
website today
•Highlights include progress across three key priority areas of climate
change, quality care and Indigenous engagement
•In March 2024, our greenhouse gas emissions targets were
validated by theScience Based Targets initiativeafter formally
setting an emissions reduction target of 42% for scopes 1 and 2,
to be achieved by 2030 relative to a base year of 2021
•Our first Climate-related Disclosures will be included in our
FY24 Annual Report –an important step in identifying and
improving our understanding of our long-term climate-related
risks and opportunities
We remain committed to our sustainability journey and decarbonising
our operations
R Y M A N H E A L T H C A R E|2024 Governance Presentation12
Retiring in 2024
Elected at
2023 ASM
Geoffrey Cumming
NON-EXECUTIVE
DIRECTOR
Joined 2018
Claire Higgins
NON-EXECUTIVE
DIRECTOR
Joined 2014
Up for re
-
election
at 2024 ASM
Board of directors
Dean Hamilton
EXECUTIVE
CHAIR
Joined 2023
James Miller
NON-EXECUTIVE
DIRECTOR
Joined 2023
Kate Munnings
NON-EXECUTIVE
DIRECTOR
Joined 2023
David Pitman
NON-EXECUTIVE
DIRECTOR
Joined 2024
Anthony Leighs
NON-EXECUTIVE
DIRECTOR
Joined 2018
Paula Jeffs
LEAD INDEPENDENT
DIRECTOR
Joined 2019
Three Directors retired in FY24
•George Savvidesretired on 1 June 2023
•Warren Bell and Jo Appleyard retired at the
2023 Annual Shareholder Meeting
Two new directors elected at 2023 ASM
•Dean Hamilton joined the Board on 1 June
2023 and became Chair on 1 August 2023
•James Miller joined the Board on 1 June 2023
Two new directors appointed, up for
re-elected at 2024 ASM
•Kate Munnings appointed as a director
in November 2023
•David Pitman appointed as a director
in May 2024
Two directors retiring in calendar 2024
•Geoffrey Cumming will retire at the 2024
Annual Shareholder Meeting
•Claire Higgins will retire on 31 December 2024
Elected in prior years
R Y M A N H E A L T H C A R E|2024 Governance Presentation13
Board committees
Four committees
which meet regularly
CommitteeMembers at 31 March 2024Members at 1 June 2024
Audit, Finance and Risk
1
James Miller (Chair)James Miller (Chair)
Anthony LeighsAnthony Leighs
Claire HigginsClaire Higgins (until 31 December 2024)
Dean Hamilton David Pitman
Geoffrey Cumming Dean Hamilton
Geoffrey Cumming (until 31 July 2024)
Clinical Governance
Paula Jeffs (Chair)Kate Munnings (Chair)
Claire Higgins Paula Jeffs
Kate MunningsTim Wilkinson (external advisor)
Dr David Kerr (resigned)Dr Bernadette Eather(external advisor)
Tim Wilkinson (external advisor)
Governance and Nominations
2
Dean Hamilton (Chair)Anthony Leighs(Chair)
Geoffrey Cumming Geoffrey Cumming
Anthony LeighsJames Miller
James Miller Kate Munnings
People, Safety and Remuneration
Paula Jeffs (Chair)Paula Jeffs (Chair)
Dean Hamilton Dean Hamilton
Claire HigginsClaire Higgins
Anthony Leighs Kate Munnings
Two additional
committees
CommitteeDetailMembers at 1 June 2024
Executive Chair Oversight
Committee
In April 2024, the Board established the Executive
Chair Oversight committee with responsibility for
oversight of the performance Executive Chair, whilst
that position remains, as the Company undertakes a
process to hire a new Group Chief Executive Officer.
Paula Jeffs (Chair and Lead Independent Director)
Anthony Leighs
James Miller
Committee to run new Group CEO
recruitment process
Committee to recommend short list of candidates
to full Board
Paula Jeffs (Chair)
Kate Munnings
Anthony Leighs
Dean Hamilton
1Dean Hamilton won’t be an official member of the Audit, Finance and Risk Committee while he is Executive Chair
2Upon becoming Executive Chair, Dean Hamilton resigned from the Governance and Nominations committee and Anthony Leighs becameChair of that committee. It is expected that post Dean Hamilton returning
to a non-executive Chair role, he will be reappointed to the committee and resume the Chair role.
R Y M A N H E A L T H C A R E|2024 Governance Presentation14
Board skills matrix
Governance
Experience of governance through Board appointments at other organisations
or through former Group Chief Executive Officer experience.
••••••
Executive leadership
Former Group Chief Executive Officer or senior executive with excellent track record
of growing value, leading with purpose, and developing and executing strategy.
••••••
Finance, accounting
and taxation
Finance and accounting experience with large companies. May hold a recognised
accounting qualification. Skills to chair the Audit, Finance and Risk committee.
••••••
Risk management
Risk management experience developed through either leadership or governance
roles at similar-sized organisations.
••••••••
Property and
construction
Experience in successfully leading property and construction companies or
performing governance roles for companies in the sector. Skills to support and
challenge new site-investment decisions and build programme.
••••
Health and safety
Experience in the development of health, safety and wellbeing frameworks and
risk-management tools at large organisations.
•••••••
Health, clinical and
aged care
Leadership or governance experience across the health and aged-care sector.
••••
Digital and
technology
Experience in the implementation of digital transformation or new digital product
development in the health and aged-care sectors.
••
Human resources
Leadership experience in the development and implementation of people and
culture programmes at large organisations.
•••••
Strategy
Experience of strategic oversight, including the development and implementation
of strategic plans for organisations of similar scale and complexity.
••••••••
Climate change
Knowledge, skills and experience to support the oversight of climate-related risks and
opportunities and strategy development.
•••
1: David Pitman joined the Ryman Board in FY25
R Y M A N H E A L T H C A R E|2024 Governance Presentation15
BOARD COMMITTEESDirector members
2
Director independenceDirector attendance
3
Audit, Finance and Risk
580%90%
People, Safety and Remuneration
4100%88%
Clinical Governance
3100%100%
Governance and Nominations
475%93%
Board stats and facts at 31 March 2024
1Geoffrey Cumming is a citizen of both New Zealand and Canada who resides in Melbourne, Australia.
2Membership as at 31 March 2024. Dean Hamilton is not considered independent as of 22 April 2024 while he assumes the temporaryrole of Executive Chair.
3Attendance in the financial year to 31 March 2024.
93%
Board meeting
attendance
86%
are independent
Average age
59
43%
are female
2 nationalities
(4 New Zealanders
1
and 3 Australians)
R Y M A N H E A L T H C A R E|2024 Governance Presentation16
Governance and remuneration
Group CEOExecutive Chair
•Agreed resignation effective 19 April
•As per contract, final payment of $1,525,000:
o$1,300,000 being six months notice, plus six months
severance
o$225,000 equivalent to 12.2% of total potential STI and MTI
for FY24 ($1,840,000)
oForfeit of FY24 LSS compensation and any future LTI
•Non-compete for 6 months
•Temporary role until new Group CEO in place
•Existing Chair fee of $300,000 p.a. suspended
•Executive Chair pay of $100,000 per month
•No additional incentives
•To reinvest 33.33% of post-tax pay in Ryman shares
Revised SET remuneration frameworkBoard remuneration
•Majority of SET members on new remuneration structure from
1 April 2024
•Base + 50% STI + 40% LTI
•60% of STI is financial performance against new metrics
•100% of LTI is based on TSR
(50% absolute against cost of equity, 50% relative to NZX50 gross)
•Minimum shareholding plan relating to LTI shares
•Board remuneration envelope of $1,500,000 hasn’t changed
since 2021 Annual Shareholder Meeting
•Minimum share purchase plan
R Y M A N H E A L T H C A R E|2024 Governance Presentation17
Group Chief Executive Officer Remuneration
•An external review of the Group Chief Executive Officer’s
remuneration package was undertaken during the year
•When the next Group Chief Executive Officer is appointed,
the remuneration package will be informed by market
data and independent advice and will include a mix of
the following components:
oFixed term remuneration (includes base salary and
KiwiSaveremployer contribution)
oSTI plan
oNew LTI plan once implemented by Ryman
1Other benefits includes KiwiSaver.
2In FY24, the Group Chief Executive Officer received a compensation payment relating to the FY23 period, in satisfaction of FY23
contractual entitlements. The LTI component of the Group Chief Executive Officer’s remuneration was under review in FY23.
FY24FY23
$$
Fixed remuneration
Base salary1,295,4181,297,063
Other benefits
1
50,16363,722
Short-term incentive
Earned (FY paid)225,000 (FY25)351,900 (FY24)
Amount earned as a % of maximum award33%51%
Medium-term incentive
Earned--
Amount earned as a % of maximum award--
Total cash-based remuneration earned1,570,5811,712,685
Leadership Share Scheme
Earned (FY paid)
2
Compensation for non-issuance of FY23 LSS-63,133 (FY24)
Total
(Fixed remuneration + STI earned + LSS earned)1,570,5811,775,818
R Y M A N H E A L T H C A R E |2024 Governance Presentation18
2024 annual
shareholder
meeting
resolutions
Resolution 1: Auditor’s Appointment and Remuneration:
That PwC Auckland is appointed as the auditor of the Company and
that the Board is authorised to fix the auditor’s remuneration for the
ensuing year
Resolution 2: Re-election of Ms Kate Munnings:
That Ms Kate Munnings is re-elected as a director of Ryman
Resolution 3: Re-election of Mr David Pitman:
That Mr David Pitman is re-elected as a director of Ryman
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.
Other issuers discussed similar conditions around this time
Matched by meaning across NZX announcement text, not keywords — based on our semantic index of announcement bodies.
- RAK — Rakon Limited: Rakon Notice of 2024 Annual Meeting2024-07-31
“Notice of Annual Meeting of Shareholders 2024 Notice of Annual Meeting of Shareholders Notice is hereby given that the Annual Meeting of Shareholders of Rakon Limited (Rakon) will be held at: Great Northern Room, Ellerslie Event Centre, Ellerslie Racecourse, 80 Ascot Av…”
- RAD — Radius Residential Care Limited: Notice of Annual Meeting2024-07-04
“Tuesday 6 August 2024 10:30am Hyundai Marine Sports Centre 8/10 Tamaki Drive Orakei, Auckland 1071 https://meetnow.global/nz OTHER IMPORTANT DATES (All times are given in NZST) • Latest time for receipt of proxy appointments —10.30am, Sunday 4 August 2024 • Record date for vot…”