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LIC 2023/24 Annual Report and Climate Statements

Annual Report21 August 2024LICFinancials

Livestock Improvement
Corporation Limited (LIC)

Annual Report

For the year ended 31 May 2024

There's always room for improvement

2 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Contents
Key metrics 4

Directors' report 5

Key results and position 7

Our results for the year 7

Our position at year end 8

Our cash flows for the year 9

Changes in our position for the year 10

More details 11

Accounting policies 11

Business analysis 12

Our core assets 13

Our funding 17

Risk and Other Assets 18

Tax 19

Other Expenses and Other Liabilities 20

Transactions with Related Parties, Cash flow

reconciliation and Subsequent events 21

Independent auditor's report 22

Corporate Governance Report 26

71.7%
Net Profit After

Tax (NPAT)

$7.7m vs

$27.4m last year

3.3%

Total revenue


$267.3m vs

$276.5m last year

41.6%

Underlying

Earnings*

$13.9m vs

$23.7m last year

6.2%

Total assets




$358.6m vs

$382.3m last year

Key Metrics

Full year

dividend

Return

on equity

Final $8.3m –

5.84 cents per share

and Special $18.5m -

13 cents per share

vs $23.3m - 16.38

cents last year

2.8%

vs 9.2% last year

*Non-GAAP financial information

R&D, IT & capital

investment

$48.9m up 24.8%

(excluding sale of

National Milk Records

plc shares) from

$39.2m last year

Earnings

per share

NPAT 5 cents

and Underlying

Earnings* 10 cents

vs NPAT 19 cents and

Underlying Earnings*

17 cents last year

4 Livestock Improvement Corporation Consolidated Annual Report 2023/24

LIC ends the year with lower profit following challenging conditions
The LIC Board announces its financial result

for the 2023-24 financial year, ending the year

with no debt and a modest profit and dividend

for shareholders while continuing to invest in

innovations for shareholders.

The Board has declared a dividend of 5.84 cents

per share, returning $8.3 million to owners of the

co-operative. The dividend will be paid on 16

August 2024.

Summary of financials

• Total Revenue: $267.3 million, down 3.3% from

$276.5 million last year.

• Net Profit After Tax (NPAT): $7.7 million, down

71.7% from $27.4 million last year.

• Underlying Earnings: $13.9 million, down 41.6%

from $23.7 million last year.

• Dividend: $8.3 million – 5.84 cents per share,

representing 60% of Underlying Earnings.

This is in addition to the $18.5 million Special

Dividend paid earlier this year of 13 cents

per share.

• Total assets: $358.6 million, down 6.2% from

$382.3 million last year.

• Strong balance sheet with no debt

at year-end.


The Board notes that the 2023-24 financial year

has produced some difficult conditions for the

co-operative with a reduced milk price

environment, a subsequent reduction in activity

driving a lower bull valuation, ongoing cost

inflation, tax changes, and a semen quality issue

that resulted in over $2 million worth of credits

paid to farmers ($1.4 million impact on NPAT and

Underlying Earnings).

However, despite some very challenging

conditions, the Board is pleased to present a

positive result to our farmer shareholders, for the

seventh successive year.

Farmer shareholders are the heart of our

co-operative and it has been a particularly difficult

year for them with a lower milk price environment

alongside continuing high input and debt servicing

costs. The impacts of the lower milk price were felt

across New Zealand and are reflected in the 3.3%

reduction in revenue.

LIC is committed to our farmer shareholders and

we have continued to invest in research and

development, quality improvements in our semen

laboratories and technology innovation that will

benefit their businesses and the sector’s needs

now and into the future.


Directors' Report 2023 -24

Livestock Improvement Corporation Consolidated Annual Report 2023/24 5

Throughout the 2023-24 financial year the
organisation has identified cost savings to offset

reduced revenue and this has allowed the co-op

to still post a profit and pay out a dividend to its

shareholders, which is in addition to the $18.5m

Special Dividend paid earlier this year of 13 cents

per share.

Tax legislation enacted in March 2024 removed

the ability to depreciate commercial buildings for

tax purposes from the 2024-25 income tax year.

The application of this tax change created a

one-off, non-cash accounting adjustment to tax

expense at year end of approximately $4 million,

with a corresponding increase in LIC’s deferred tax

liability balance.

Research and development investments increased

by 14.2% to $21.2 million, representing 7.9% of

revenue. Investments include a methane research

trial focused on investigating the potential to breed

low methane-emitting cows in the future, as well

as a heat tolerance research programme which

involves breeding high genetic merit dairy cows

with improved heat tolerance.

The proportion of fresh semen straws used for

breeding replacement daughters on farm from

the premium bull teams increased to 79.4%

and target turnaround times were achieved

across GeneMark

®

, Johne’s Disease, and milk

pregnancy testing. Johne’s Disease testing saw

a 10% increase, with 1.28 million samples tested

during 2023-24.

LIC’s herd management system MINDA

®

saw

notable improvements during the period,

integrating with milk processors such as Fonterra

and Open Country as well as integrations with

wearable providers and OSPRI. This enables

seamless data-sharing and integration across

multiple applications used on farm. MINDA

®

is now

used by 90% of dairy farmers in New Zealand.

Outlook

The coming year still presents a difficult economic

environment with ongoing cost pressures on farm,

however LIC will continue to be firmly guided

by its primary focus of delivering on our three

commitments to farmer shareholders - operational

excellence, faster genetic improvement and

software reliability and performance. The

co-operative’s performance against these

commitments during the 2023-24 year will be

reported on at its Annual Meeting in September.

The co-op expects underlying earnings for 2024-25

to be in the range of $16-22 million, assuming no

significant events, including climate events, or milk

price change takes place between now and then.

6 Livestock Improvement Corporation Consolidated Annual Report 2023/24

STATEMENT OF RESULTS FOR THE YEAR
For the year ended 31 May 2024

In thousands of New Zealand dollars

Note20242023

Revenue1267,288 276,506

Purchased materials(41,255)(46,585)

People costs(119,758)(118,995)

Depreciation and amortisation3,4,5(24,047)(23,116)

Other expenses10(60,516)(56,855)

Net finance costs647 157

Bull team revaluation2(8,768)4,524

Fair value change in Nil Paid Share receivable6191 363

Profit/(loss) before tax expense13,782 35,999

Tax expense9(6,048)(8,647)

Profit/(loss) for the year7,73427,352

Profit per Ordinary Share (excl. treasury stock) $0.05 $0.19

Hedge revaluations6(251)113

Foreign currency translation movements625 (85)

Investment revaluations68,805 1,711

Land and buildings revaluations3,63,715 2,246

Tax effect of buildings revaluations9(784)(666)

11,510 3,319

Comprehensive income for the year 19,244 30,671

Supplementary non-GAAP note to the results for the year:

Profit/(loss) for the year7,734 27,352

Plus/(less): Bull team revaluation8,768 (4,524)

Tax effect on Bull team revaluation(2,455)1,267

Less: Fair value change in Nil Paid Share receivable(191)(363)

Underlying earnings13,856 23,732

Underlying earnings per Ordinary Share (excl. treasury stock) $0.10 $0.17

Key Results and Position

Livestock Improvement Corporation Consolidated Annual Report 2023/24 7

Key results and position

STATEMENT OF POSITION FOR THE YEAR

As at 31 May 2024

In thousands of New Zealand dollars

Note20242023

Cash42,341 54,596

Debtors834,952 37,628

Other assets826,557 35,892

Nil Paid Shares receivable6972 4,327

Bull team288,872 97,640

Land, buildings and equipment - owned & leased3,5118,997 113,547

Software, goodwill and other intangible assets445,917 38,661

Total assets358,608 382,291

Creditors723,831 23,505

Borrowings7- -

Deferred tax930,645 27,732

Other liabilities1129,221 33,560

Total liabilities83,697 84,797

Net assets274,911297,494

Share capital676,737 76,737

Retained earnings6150,567 170,742

Other reserves647,607 50,015

Total equity274,911 297,494

Director

Date: 18 July 2024

Director

Date: 18 July 2024

8 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Key results and position
STATEMENT OF CASH FLOWS FOR THE YEAR

For the year ended 31 May 2024

In thousands of New Zealand dollars

Note20242023

Customer receipts264,919 276,609

Supplier payments(223,940)(236,542)

Net tax payments(2,189)(3,983)

Other operating cash flows1,262 707

Net operating cash flows1340,052 36,791

Software development(16,097)(9,611)

Net sales/(purchases) of land, buildings and equipment(11,570)(10,966)

Sale / (purchase) of investments819,030 (4)

Net investment cash flows(8,637)(20,581)

Payment of principal portion of lease liabilities(5,408)(4,319)

Drawdown/(repayment) of borrowings- -

Nil Paid Share receipts165 334

Dividends paid(38,446)(21,881)

Net financing cash flows(43,689)(25,866)

Movement in cash for year(12,274)(9,656)

Cash at beginning of the year54,596 64,135

Currency movement on cash holdings19 117

Cash at end of the year42,341 54,596

Livestock Improvement Corporation Consolidated Annual Report 2023/24 9

In thousands of New Zealand dollarsNoteShare capitalRetained earningsOther reserves Total equity
Balance at 1 June 202376,737 170,742 50,015 297,494

Profit/(loss) for the year- 7,734 - 7,734

Dividends paid- (41,827)- (41,827)

Hedge revaluations- - (251)(251)

Foreign currency translation movements- - 25 25

Investment revaluations- - 8,805 8,805

Land and buildings revaluations3,6- - 2,931 2,931

Reclassification of investment revaluations on

divestment

6- 13,918 (13,918)-

Balance at 31 May 202476,737 150,567 47,607 274,911

Balance at 1 June 202276,737 169,624 46,696 293,057

Profit/(loss) for the year- 27,352 - 27,352

Dividends paid- (26,234)- (26,234)

Hedge revaluations- - 113 113

Foreign currency translation movements- - (85)(85)

Investment revaluations- - 1,711 1,711

Land and buildings revaluations3,6- - 1,580 1,580

Balance at 31 May 202376,737 170,742 50,015 297,494

Key results and position


STATEMENT OF CHANGES IN POSITION FOR THE YEAR

For the year ended 31 May 2024

10 Livestock Improvement Corporation Consolidated Annual Report 2023/24

More Details
These financial statements set out the performance, position

and cash flows of Livestock Improvement Corporation Limited

("LIC" or the "Company") and its subsidiaries (the "Group") for

the year ended 31 May 2024.

LIC is domiciled in New Zealand, registered under the

Companies Act 1993 and the Co-operative Companies Act

1996, and listed on the Main Board of NZX Ltd. LIC is an FMC

Reporting Entity for the purposes of the Financial Reporting Act

2013 and the Financial Markets Conduct Act 2013.

Basis of Preparation

i. Statement of compliance

These financial statements comply with NZ GAAP as

appropriate for Tier 1, for-profit entities, NZIFRS and IFRS.

ii. Basis of measurement

The financial statements have been prepared on a GST

exclusive basis, with the exception of trade receivables and

trade payables, which are reported inclusive of GST.


The majority of the Group's business does not follow a

clearly identifiable operating cycle, therefore the balance

sheet is presented in order of liquidity as it is more relevant

to the users of the financial statements.

iii. Functional and presentation currency

The functional currency of the Company and the

presentation currency of the financial statements is New

Zealand Dollars ("NZD"), with amounts rounded to the

nearest thousand.

iv. Use of estimates and judgements

The key estimations and judgements made in preparing

these financial statements are the valuation of the Bull

team and the impairment testing of software and other

intangible assets.

v. New or amended standards adopted in current year and

standards issued but not yet effective

Accounting policies have been applied consistently

with prior periods.

vi. Climate risk

Climate change and how farmer shareholders, regulators

and others respond may have an impact on the Group’s

future revenue and the recognised amounts of assets

and liabilities. While the effects of climate change are a

continuing source of uncertainty, climate-related risks have

been assessed as not having a material impact on these

financial statements. Reviews of accounting estimates

(including the valuation of the bull team in Note 2, and

the valuation of land and buildings in Note 3), judgements

and impairment testing assumptions (refer to note 4) have

considered potential future impacts of climate change.

Accounting policies

Accounting entity

Livestock Improvement Corporation Consolidated Annual Report 2023/24 11

(i) Operating segments
The Group operates in four key operating segments and across four key geographies as set out below. Figures in the following tables

reflect information regularly reported to the Chief Executive on those key operating segments:

• NZ market genetics: provides bovine genetic breeding material and related services, predominately to dairy farmers.

• Herd testing: herd testing, animal recording and on-farm support for dairy farmers.

• Farm software: data recording, tags and farm management information services.

• Diagnostics: provides DNA and animal health testing services.

NZ Market Genetics revenue is primarily recognised at a point in time, upon delivery of product to the customer. All other revenue lines

are primarily recognised over time, as the service to the customer is provided.

In thousands of New Zealand dollars

2024

NZ market

genetics

Herd

testing

Farm

software

DiagnosticsOtherEliminationsTotal

External revenue110,689 39,831 54,187 29,314 33,267 - 276,288

Inter-segment revenue- - - - 7,830 (7,830)-

Total revenue110,689 39,831 54,187 29,314 41,097 (7,830)276,288

Depreciation & amortisation(1,922)(5,790)(1,336)(3,548)(11,451)- (24,047)

Segment gross profit before tax70,686 19,877 41,422 13,193 11,164 -156,342

Bull team revaluation(8,768)

Unallocated amounts(133,792)

Profit/(loss) before tax expense13,782

2023

NZ market

genetics

Herd

testing*

Farm

software*

DiagnosticsOther*EliminationsTotal

External revenue113,467 40,009 52,622 29,067 41,251 - 276,506

Inter-segment revenue- - - - 5,706 (5,706)-

Total revenue113,467 40,00952,622 29,067 46,957 (5,706)276,506

Depreciation & amortisation(1,540)(5,835)(1,293)(3,528)(10,920)- (23,116)

Segment gross profit before tax72,815 20,575 39,416 13,208 17,263 - 163,277

Bull team revaluation4,524

Unallocated amounts(131,802)

Profit/(loss) before tax expense35,999

*During the current year an internal reorganisation transferred on-farm support between operating segments, 2023 numbers have been restated to

present comparatives on a consistent basis.

The Other segment includes international operations, research & development and support services. Unallocated amounts include

personnel costs, other expenses and net finance costs and are unallocated because the effort and cost involved to accurately

allocate these amounts to individual business segments would outweigh the benefit.

Notes to the Financial Statements

1. Business analysis

12 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Notes to the Financial Statements
1. Business analysis (cont.)

Key drivers of the model:

Forecasted Fonterra Farmgate Milk Price*$8.25 - $8.85$8.25 - $9.00

WACC annualised post tax rate8.11% - 8.76%7.75% - 8.78%

Number of bulls in the team124128

Average % of run-off profile (years 2-5)42%43%

*This is the long term to short term Milk Price outlook.

(ii) Geographic analysis

In thousands of New Zealand dollars

2024

New ZealandAustraliaIrelandUKOtherTotal

Revenues248,420 8,999 3,545 2,337 3,987267,288

Non-current assets254,087 4,397 1,157 59 - 259,700

2023

Revenues254,001 10,186 3,605 2,724 5,990 276,506

Non-current assets253,959 4,756 1,060 9,425 - 269,200

2. Bull Team

The bull team is the cornerstone asset of LIC's genetics business. The 810 total bulls (2023: 915 bulls) from which the bull team are

selected are carried at their fair value, which is based on LIC's modelling of future cash flows from the bulls (a "Level 3 valuation").

Changes in their fair value are reported in profit/(loss) for the year. The fair value from the bulls is partly dependent on the future

sales mix of LIC's genetics products, which is historically strongly correlated to the Farmgate Milk Price paid by Fonterra

Co-operative Group. The valuation is also sensitive to a change in the WACC rate used to discount future cash flows and the

run-off profile of bulls (revenue attributable) that make up the bull team.

Non-current assets includes the Bull team, Land, buildings & equipment, Software, goodwill and other intangible assets, Nil Paid Share

receivable and investments. During the period, LIC's United Kingdom subsidiary sold it's shareholding in National Milk Records Plc,

which significantly reduced Non-current assets for the United Kingdom region.

The Group's significant subsidiaries are:

• New Zealand: LIC Agritechnology Company Limited (100%)

• Australia: Livestock Improvement Pty Ltd (100%), Beacon Automation Pty Ltd (100%)

• Ireland: LIC Ireland Limited (100%)

• United Kingdom: Livestock Improvement Corporation (UK) Ltd (100%)

The Group is not dependent on any one major customer in any of its reportable segments. New Zealand revenues include government

grants and R&D tax incentive income of $8.179 million (2023: $8.477 million).

In thousands of New Zealand dollars

20242023

Opening balance97,640 93,116

Bull team revaluation(8,768)4,524

Closing balance88,872 97,640

The impact on the fair value of a change to these key drivers is summarised

below:

Genomic run-off profile $5.6m - average of 5% shift across years 2-5

Impact on demand incorporating effect of changing the 2024 forecast Farmgate

Milk Price $2.75 decrease in the long term (2023: Impact on demand incorporating

effect of reducing the 2023 forecast Farmgate Milk Price by $2.00 in the long term)

$14.1m$17.9m

WACC moves 100 basis points$2.5m$2.9m

Livestock Improvement Corporation Consolidated Annual Report 2023/24 13

In thousands of New Zealand dollars
20242023

Land BuildingsEquipmentTotalLand BuildingsEquipmentTotal

Opening balance37,990 51,500 24,057 113,547 38,092 45,901 22,433 106,426

Additions- 4,852 7,331 12,183 35 4,484 7,574 12,093

Disposals- -(126)(126)- (663)(424)(1,087)

Depreciation- (3,048)(6,906)(9,954)- (2,503)(6,733)(9,236)

Revaluation743 2,650 - 3,393 (137)2,460 - 2,323

Foreign exchange- -(2)(2)- (3)(25)(28)

Leased assets movement - note 5- (253)209 (44)- 1,824 1,232 3,056

Closing balance38,733 55,701 24,563 118,997 37,990 51,500 24,057 113,547

Value if carried at cost11,726 23,135 N/A 11,726 21,331 N/A

Estimated useful lives N/A 10-60 years 3-10 years N/A 10-60 years 3-10 years

Land and buildings are carried at fair value, determined by an independent valuer as at April 2024. Fair value is based on comparable

sales for land and based on depreciated replacement cost for buildings. Revaluations are reflected in the revaluation reserve.

Equipment includes plant, vehicles, furniture and fittings and IT hardware, and is carried at depreciated cost. Buildings and equipment

are depreciated on a straight-line basis over their estimated useful lives, and are reviewed annually for any indications of impairment.

4. Software and other intangibles

(i) Software and other intangible asset balances

Software development expenditure is capitalised only where costs are directly attributable, and once the product or process is

commercially feasible, the benefits are probable, and the Group intends to sell or use the completed software.

Software assets are amortised over their useful lives of up to seven years on a straight line basis, and are reviewed annually for

indicators of impairment.

Intellectual property (IP) assets are amortised over their estimated useful lives of up to 13 years.

The genetic data in the LIC database increases with each successive generation. Both goodwill and the LIC database have indefinite

useful lives. They are recognised at cost and are not amortised, are allocated to a cash generating unit ("CGU") and tested for

impairment annually.

Notes to the Financial Statements

3. Land, buildings and equipment

In thousands of New Zealand dollars

20242023

Software & IP GoodwillDatabaseTotalSoftware & IP GoodwillDatabaseTotal

Opening balance25,798 2,363 10,500 38,661 25,760 2,348 10,500 38,608

Additions16,081 - - 16,081 9,646 - - 9,646

Disposals/impairment- - - - - - - -

Amortisation(8,842)- - (8,842)(9,557)- - (9,557)

Foreign exchange9 8 - 17 (51)15 - (36)

Closing balance33,046 2,371 10,500 45,917 25,798 2,363 10,500 38,661

14 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Notes to the Financial Statements
4. Software and other intangibles (cont.)

In thousands of New Zealand dollars

20242023

NZ Market Genetics,

Farm software and

herd testing CGU

Other CGUTotal

NZ Market Genetics,

Farm software and

herd testing CGU

Other CGUTotal

LIC database10,500 - 10,500 10,500 - 10,500

Goodwill- 2,371 2,371 - 2,363 2,363

10,500 2,371 12,871 10,500 2,363 12,863

At reporting date, software includes $11.595 million (2023: $8.994 million) of work in progress, which is not being amortised until it is

ready for use.

(ii) Impairment testing of intangible assets

Allocation of Goodwill and the LIC Database to CGUs:

The LIC database and Other CGU Goodwill recoverable amounts have been determined using value in use.

For the LIC database and Other CGU Goodwill, a discounted cash flow model is used for impairment testing based on expected results

and capital expenditure from the current year forecast, Board approved budgets and a projection for further periods using a terminal

growth rate. A five year cash flow projection period is used. The terminal growth rate used is 1.5% (2023: 1.0-2.0%) for the LIC database

and Other CGU Goodwill. The discount rate applied is reviewed and updated annually for movements in published

Treasury risk-free rates and is 8.7-10.9% for the LIC database and Other CGU Goodwill (2023: 8.3-10.4% for the LIC database and

Other CGU Goodwill).

(i) LIC as a lessee

The Group has lease contracts for buildings, equipment and vehicles used in its operations. The Group’s obligations under its leases

are secured by the lessor’s title to the leased assets. Several lease contracts include extension and termination options. The Group's

discount or incremental borrowing rate applicable to leases is 5.1% (2023: 4.9%).


The Group also has certain leases of machinery with lease terms of 12-months or less and leases of office equipment with low value.

The Group applies the ‘short-term lease’ and ‘lease of low-value assets’ recognition exemptions for these leases.

5. Leases

Livestock Improvement Corporation Consolidated Annual Report 2023/24 15

Notes to the Financial Statements
5. Leases (cont.)

Lease liabilities

Set out below are the carrying amounts of lease liabilities recognised at 31 May (included in Other liabilities):

The Group had total non-variable cash outflows for leases of $6.086 million in 2024 ($4.868 million in 2023).

(iii) Lease related amounts in the Statement of Results

(ii) Lease balances in the Statement of Position

Right of use assets

Set out below are the carrying amounts of right-of-use assets recognised (under Land, buildings and equipment) and the movements

during the period:

In thousands of New Zealand dollars

20242023

Buildings EquipmentVehiclesTotalBuildings EquipmentVehiclesTotal

Opening Balance12,652 180 7,323 20,155 10,829 273 5,997 17,099

Depreciation(1,471)(142)(3,638)(5,251)(1,402)(96)(2,825)(4,323)

Additions1,420 347 3,871 5,638 3,322 3 4,389 7,714

Disposals/modifications(202)- (229)(431)(97)- (238)(335)

Closing balance12,399 385 7,327 20,111 12,652 180 7,323 20,155

Lease terms 2-28 years 2-5 years 2-8 years 2-28 years 2-5 years 2-7 years

In thousands of New Zealand dollars

20242023

Buildings EquipmentVehiclesTotalBuildings EquipmentVehiclesTotal

Within 1 year1,341 72 3,549 4,962 1,208 23 3,013 4,244

Between 1 to 5 years4,612 161 4,301 9,074 4,466 - 4,754 9,220

More than 5 years7,662 - - 7,662 8,004 - - 8,004

Closing balance13,615 233 7,850 21,698 13,678 23 7,767 21,468

In thousands of New Zealand dollars

20242023

Buildings EquipmentVehiclesTotalBuildings EquipmentVehiclesTotal

Depreciation1,471 142 3,638 5,251 1,402 96 2,825 4,323

Interest expense621 17 479 1,117 478 4 370 852

Variable lease payments- - 980 980 - - 1,123 1,123

Short-term and low-value leases- 1 - 1 - 9 - 9

Total amount 2,092 160 5,097 7,349 1,880 109 4,318 6,307

16 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Notes to the Financial Statements
6. Funding

The Group's funding comes from Share Capital, Retained earnings, Other reserves and Borrowings.

(i) Ordinary Shares

All Ordinary Shares have voting rights and the right to receive dividends based on the profits of the Company.

At reporting date there were 142,344,836 Ordinary Shares on issue, excluding 5,337,584 shares held as treasury stock

(2023: 142,344,836 Ordinary Shares, excluding 5,337,584 shares held as treasury stock).

(ii) Nil Paid Shares

Ordinary Shares includes both fully paid shares and shares on which full payment has not yet been made. These Nil Paid Shares must

be paid up over time by Shareholders via a combination of dividend payments forgone, voluntary payments and payments made

on exit as a Shareholder. At year-end the outstanding amount on Nil Paid Shares has been recorded in the Statement of Position

as a receivable, valued at $0.972 million (2023: $4.327 million) using a discounted cash flow model. The model uses assumptions on

expected future dividends, voluntary and compulsory payments and applies a discount rate of 8.6% (2023: 8.0%).

(iv) Market capitalisation

As at 31 May 2024, the Group's market capitalisation of $172.365 million was below the carrying value of net assets of $274.911 million.

The share price is not considered an accurate reflection of the fair value of the Group's net assets for a number of reasons, including

the nature of the co-operative and its restricted capital structure. Accounting standards consider market capitalisation below net

assets to be an indicator of possible impairment and an impairment test has therefore been performed. The Group recoverable

amount has been determined using a value in use method similar to the impairment tests in Note 4. A discounted cash flow model has

been used based on Board approved budgets and a projection covering five years using a terminal growth rate of 1.5%. The discount

rate applied is reviewed and updated annually for movements in published Treasury risk-free rates and is 8.7%. The calculated

recoverable amount of the group was higher than the carrying value of the net assets, and therefore no impairment was recognised.

(v) Bank debt

Bank loans for seasonal funding requirements are secured by a Negative Pledge granted to Westpac and Rabobank over certain

New Zealand-based subsidiaries.

(iii) Other reserves and equity



In thousands of New Zealand dollars

Hedge

revaluation

reserve

Investment

revaluation

reserve

Land & building

revaluation reserve

Foreign currency

translation reserve

Other

reserves

Balance at 1 June 2023171 6,569 43,360 (85)50,015

Revaluations(251)8,805 2,931 25 11,510

Reclassification of investment revaluations

on divestment*

- (13,918)- - (13,918)

Balance at 31 May 2024(80)1,456 46,291 (60)47,607

Balance at 1 June 202258 4,858 41,780 - 46,696

Revaluations113 1,711 1,580 (85)3,319

Balance at 31 May 2023171 6,569 43,360 (85)50,015

*During the period, LIC sold it's shareholding in National Milk Records Plc for £9.019 million (NZD $18.963 million). Associated accumulated

revaluations have been reclassified from Other reserves to Retained earnings on divestment

.

Livestock Improvement Corporation Consolidated Annual Report 2023/24 17

Notes to the Financial Statements
7. Liquidity and interest rate risk

(i) Debtors

Bad debts of $0.020 million have been expensed during the year (2023: $0.007 million), and 87.8% of trade receivables are not past

due (2023: 90.3%).

(ii) Interest rate risk

Interest rate risk is the risk that changes in interest rates will impact the Group's results or position. The weighted average effective

interest rate paid on borrowings in 2024 was 7.3% (2023: 5.3%). A 1.0% increase in interest rates would increase interest paid and reduce

profit after tax by approximately $0.001 million (2023: $0.003 million).

(i) Liquidity risk

Liquidity risk is the risk of having insufficient liquid assets to pay the Group's debts as they fall due. The Group manages the risk

by monitoring forecast cash flows and holding sufficient bank facilities to meet the Group's needs. The contractual maturity of the

Group's funding is shown below.

The Group has bank funding facilities in place until February 2025 and expects to be able to meet any obligations which fall due.

In thousands of New Zealand dollars

20242023

Demand to

6 months

6 months

to 1 year

1 year

plus

Total

Demand to

6 months

6 months

to 1 year

1 year

plus

Total

Borrowings- - - - - - - -

Creditors23,831 - - 23,831 23,505 - - 23,505

23,831 - - 23,831 23,505 - - 23,505

(ii) Other assets

Inventories utilised and expensed during the period amounted to $29.176 million (2023: $33.113 million). Inventories written off in 2024

totalled $0.095 million (2023: $0.038 million).

Investments are non-current assets and are held at fair values based on available share prices and other market information. Gains

and losses are recognised in other comprehensive income, as investments are not held for trading. Investments include Figured

Limited $3.358 million (2023: $4.207 million) and, in 2023, National Milk Records PLC which was sold during the period (2023:$9.319

million).

In thousands of New Zealand dollars

20242023

Inventories20,808 19,923

Investments4,941 15,027

Derivatives used for hedging- 164

Other livestock808 778

26,557 35,892

8. Debtors and other assets

18 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Notes to the Financial Statements
9. Tax

Tax expense is recognised for items arising this year that are either taxable this year (current tax) or in other years (deferred tax).

The main items giving rise to deferred tax are revaluations of the Bull team and Buildings.

(i) Tax expense

In March 2024, legislation was enacted which removed the deductibility of depreciation on long-life commercial buildings for tax

purposes. At 31 May 2024, the impact of this change decreases the tax base for these assets, giving rise to an increased temporary

difference between the carrying cost and tax base and results in a one-off, non-cash, increase in both deferred tax liability and tax

expense of $3.643 million.

Given the Group's current turnover, and the lack of significant operations in foreign jurisdictions with tax rates below 15%, it does not

expect to be impacted by Pillar II tax reforms and the move towards global minimum tax rates of 15%.

LIC claims credits under the R&D Tax Incentive scheme. Claims include eligible core research expenditure and technology

development, as well as expenses that support R&D, and the credits are recorded as non-taxable revenue.

In thousands of New Zealand dollars

20242023

Profit/(loss) for the year7,734 27,352

Tax expense6,0488,647

Profit/(loss) before tax expense13,78235,999

Tax at 28% NZ company tax rate3,859 10,080

Effect of overseas income(34)(683)

Non-deductible items(521)(774)

Adjustments from prior periods(899)24

Impact of changes to building depreciation3,643 -

Tax expense6,048 8,647

Current tax expense3,919 7,843

Deferred tax expense2,129 804

Imputation credits available9,46819,006

In thousands of

New Zealand dollars

As at 31 May

2024

Through

Profit/(loss)

Through

Other reserves

As at

31 May 2023

Through

Profit/(loss)

Through

Other reserves

As at

31 May 2022

Bull team & livestock24,421 (2,414)- 26,835 1,168 - 25,667

Buildings & equipment

5,850 3,304 784 1,762 (212)666 1,308

Intangible assets

2,940 1,480 - 1,460 - - 1,460

Other

(2,566)(241)- (2,325)(152)- (2,173)

Total30,645 2,129 784 27,732 804 666 26,262

(ii) Deferred tax liability

Livestock Improvement Corporation Consolidated Annual Report 2023/24 19

Notes to the Financial Statements
10. Other expenses

Other expenses includes the following amounts paid to the Group's auditors, KPMG:

The provision for sire proving rebate represents a rolling three years of expected rebate payments, with approximately $1 million due

to be paid in each of the next three years, discounted to 31 May 2024.

In thousands of New Zealand dollars

20242023

Provisions for employee entitlements7,596 9,340

Provision for sire proving rebate2,522 2,547

Derivatives used for hedging87 -

Provision for tax(3,259)(327)

Lease liabilities - current4,962 4,244

Lease liabilities - non-current16,736 17,224

Other577 532

29,221 33,560

11. Other liabilities

In thousands of New Zealand dollars

20242023

Research & Development Expenses21,215 18,577

As part of business activities, LIC incurs research and development expenses while working on a number of projects. Research and

Development expenses were previously disclosed separately on the face of the 'Statement of Results', however are now presented

here.

*Agreed upon procedures related to the R & D Tax Incentive scheme and disclosure of historical financial data in a sustainability report.

In thousands of New Zealand dollars20242023

Audit of the financial statements

222 210

Tax - compliance services for R&D Tax Incentive scheme

- 17

Agreed upon procedures*

24 24

Compilation of dataset of metrics

- 11

Total246 262

20 Livestock Improvement Corporation Consolidated Annual Report 2023/24

In thousands of New Zealand dollars
20242023

Remuneration of key Management and Directors 4,960 4,197

Sale of goods and services to key Management and Directors468597

Purchases of goods and services from key Management and Directors3 166

Notes to the Financial Statements

12. Transactions with Related Parties - Directors and Management

After 31 May 2024, a dividend of 5.84 cents per Ordinary Share was proposed by the Directors in relation to the 2024 year, or

$8.314 million (2023: 16.38 cents per Ordinary Share, or $23.323 million).

14. Subsequent events

Directors of the Company and their related entities hold 378,001 Ordinary Shares, representing 0.26% of shares on issue (2023: 375,359

Ordinary Shares, representing 0.25%).

There are no loans or deposits with related entities outside of the consolidated Group.

The Group has had the following short-term transactions with key Management and Directors during the year:

13. Reconciliation of the Profit/(loss) for the year to Net operating cash flows

In thousands of New Zealand dollars

20242023

Profit/(loss) for the year7,734 27,352

Adjusted for:

Depreciation and amortisation on all assets24,047 23,116

Bull team revaluation8,768 (4,524)

Deferred tax expense2,129 804

Working capital movements and other non-cash items(2,626)(9,957)

Net operating cash flows40,05236,791

Livestock Improvement Corporation Consolidated Annual Report 2023/24 21

Independent Auditor’s Report
To the shareholders of Livestock Improvement Corporation

Report on the audit of the consolidated financial statements

Opinion

In our opinion, the consolidated financial statements

of Livestock Improvement Corporation Limited

(the ’company’) and its subsidiaries (the 'group') on

pages 7 to 21 present fairly, in all material respects:

i.the Group’s financial position as at 31 May 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 position as at 31

May 2024;

— the consolidated statements of results, changes

in position and cash flows for the year ended;

and

— notes, including material accounting policy

information.

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 comprising agreed upon procedure engagements over the

research and development tax credit and the disclosure of historical financial data in a sustainability report.

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 $1,490,000 determined with reference to a benchmark of profit/(loss) for the year before

tax (excluding bull team revaluation movements). We chose the benchmark because, in our view, this is a key

measure of the Group’s performance.

© 2024

KPMG, a New Zealand Partnership and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English

company limited by guarantee. All r ights reserved.


22 LLiivveessttoocckk IImmpprroovveemmeenntt CCoorrppoorraattiioonn Financial Statements 2023/24

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 How the matter was addressed in our audit

Valuation of the Bull Team

Refer to Note 2 to the Financial

Statements.

Determining the valuation of the bull

team, which is the core asset to both

the domestic and international

genetics operations of the Group, is

a highly judgemental and complex

area. Management prepares a model

that projects the number and types of

straws that the current team can

produce and will be sold over the

useful life of the bulls. The valuation

model factors the cost of rearing,

animal and farm management costs,

and forecasts of processing costs to

make sales. The calculated surplus

is discounted to reflect the time value

of money

Our audit procedures included challenge of management’s significant

assumptions such as:

‒ Projected sales volumes and pricing;

‒ Discount rates applied; and

‒ Runoff Profile of the bulls.

We compared sales and costs growth, and inflation rates to historical

data and published market forecast data where available.

We utilised our valuation specialists to review market and industry data

to assess management’s discount rate applied to the valuation model.

We assessed the runoff profile of the bulls against historical data and

found the inputs to be comparable.

We considered the adequacy of the related financial statement

disclosures.

We had no matters to report as a result of our procedures

Carrying Value of Intangible Assets

Refer to Note 4 to the Financial

Statements

The Group has two categories of

intangible assets with indefinite

useful lives:

‒ Goodwill of $2.3m, arising from

a number of acquisitions; and

‒ The LIC Animal Database of

$10.5m.

The two significant cash generating

units (CGUs) holding these assets

are tested twice a year for

impairment using discounted

cashflow models to determine the

recoverable amount.

The market capitalisation deficit that

exists at balance date is an indicator

of impairment at a Group level and

has therefore been tested for

impairment using a discounted

We challenged management on the reasonableness of the assumptions

included in the cashflow forecast models, with particular attention paid

to the following:

‒ Assessing management’s future sales and growth assumptions

compared to external market and industry data and historical

performance of each of the CGU’s and the Group. We used our

own valuation specialists to assist us with the consideration of the

discount rates;

‒ Comparing management’s previous forecasts to actual results

achieved in each CGU and the Group; and

‒ Performing sensitivity analysis around the key assumptions used in

the model.

Our testing supported management’s conclusion that there is no

impairment.

LLiivveessttoocckk IImmpprroovveemmeenntt CCoorrppoorraattiioonn Financial Statements 2023/24 23

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 How the matter was addressed in our audit

Valuation of the Bull Team

Refer to Note 2 to the Financial

Statements.

Determining the valuation of the bull

team, which is the core asset to both

the domestic and international

genetics operations of the Group, is

a highly judgemental and complex

area. Management prepares a model

that projects the number and types of

straws that the current team can

produce and will be sold over the

useful life of the bulls. The valuation

model factors the cost of rearing,

animal and farm management costs,

and forecasts of processing costs to

make sales. The calculated surplus

is discounted to reflect the time value

of money

Our audit procedures included challenge of management’s significant

assumptions such as:

‒ Projected sales volumes and pricing;

‒ Discount rates applied; and

‒ Runoff Profile of the bulls.

We compared sales and costs growth, and inflation rates to historical

data and published market forecast data where available.

We utilised our valuation specialists to review market and industry data

to assess management’s discount rate applied to the valuation model.

We assessed the runoff profile of the bulls against historical data and

found the inputs to be comparable.

We considered the adequacy of the related financial statement

disclosures.

We had no matters to report as a result of our procedures

Carrying Value of Intangible Assets

Refer to Note 4 to the Financial

Statements

The Group has two categories of

intangible assets with indefinite

useful lives:

‒ Goodwill of $2.3m, arising from

a number of acquisitions; and

‒ The LIC Animal Database of

$10.5m.

The two significant cash generating

units (CGUs) holding these assets

are tested twice a year for

impairment using discounted

cashflow models to determine the

recoverable amount.

The market capitalisation deficit that

exists at balance date is an indicator

of impairment at a Group level and

has therefore been tested for

impairment using a discounted

We challenged management on the reasonableness of the assumptions

included in the cashflow forecast models, with particular attention paid

to the following:

‒ Assessing management’s future sales and growth assumptions

compared to external market and industry data and historical

performance of each of the CGU’s and the Group. We used our

own valuation specialists to assist us with the consideration of the

discount rates;

‒ Comparing management’s previous forecasts to actual results

achieved in each CGU and the Group; and

‒ Performing sensitivity analysis around the key assumptions used in

the model.

Our testing supported management’s conclusion that there is no

impairment.

LLiivveessttoocckk IImmpprroovveemmeenntt CCoorrppoorraattiioonn Financial Statements 2023/24 23

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 How the matter was addressed in our audit

Valuation of the Bull Team

Refer to Note 2 to the Financial

Statements.

Determining the valuation of the bull

team, which is the core asset to both

the domestic and international

genetics operations of the Group, is

a highly judgemental and complex

area. Management prepares a model

that projects the number and types of

straws that the current team can

produce and will be sold over the

useful life of the bulls. The valuation

model factors the cost of rearing,

animal and farm management costs,

and forecasts of processing costs to

make sales. The calculated surplus

is discounted to reflect the time value

of money

Our audit procedures included challenge of management’s significant

assumptions such as:

‒ Projected sales volumes and pricing;

‒ Discount rates applied; and

‒ Runoff Profile of the bulls.

We compared sales and costs growth, and inflation rates to historical

data and published market forecast data where available.

We utilised our valuation specialists to review market and industry data

to assess management’s discount rate applied to the valuation model.

We assessed the runoff profile of the bulls against historical data and

found the inputs to be comparable.

We considered the adequacy of the related financial statement

disclosures.

We had no matters to report as a result of our procedures

Carrying Value of Intangible Assets

Refer to Note 4 to the Financial

Statements

The Group has two categories of

intangible assets with indefinite

useful lives:

‒ Goodwill of $2.3m, arising from

a number of acquisitions; and

‒ The LIC Animal Database of

$10.5m.

The two significant cash generating

units (CGUs) holding these assets

are tested twice a year for

impairment using discounted

cashflow models to determine the

recoverable amount.

The market capitalisation deficit that

exists at balance date is an indicator

of impairment at a Group level and

has therefore been tested for

impairment using a discounted

We challenged management on the reasonableness of the assumptions

included in the cashflow forecast models, with particular attention paid

to the following:

‒ Assessing management’s future sales and growth assumptions

compared to external market and industry data and historical

performance of each of the CGU’s and the Group. We used our

own valuation specialists to assist us with the consideration of the

discount rates;

‒ Comparing management’s previous forecasts to actual results

achieved in each CGU and the Group; and

‒ Performing sensitivity analysis around the key assumptions used in

the model.

Our testing supported management’s conclusion that there is no

impairment.

LLiivveessttoocckk IImmpprroovveemmeenntt CCoorrppoorraattiioonn Financial Statements 2023/24 23

Livestock Improvement Corporation Consolidated Annual Report 2023/24 23

The key audit matter How the matter was addressed in our audit
cashflow model to determine the

recoverable amount of the Group.

The annual impairment tests

performed by the Group were

significant to our audit due to the

magnitude of the intangible assets

and because the discounted

cashflow models involve judgement

about the future performance of the

CGU’s and the Group, including

considering future economic and

market conditions.

Other information

The Directors, on behalf of the Group, are responsible for the other information included in the entity’s Financial

statements. Other information includes the Key Metrics and the Directors 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.

In connection with our audit of the consolidated financial statements our responsibility is to read the other

information and, in doing so, consider whether the other information is materially inconsistent with consolidated

financial statements or our knowledge obtained in the audit or otherwise appears materially misstated. If, based

on the work we have performed, we conclude that there is a material misstatement of this other information, we

are required to report that fact. We have nothing to report in this regard.

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

24


LLiivveessttoocckk IImmpprroovveemmeenntt CCoorrppoorraattiioonn Financial Statements 2023/24

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 How the matter was addressed in our audit

Valuation of the Bull Team

Refer to Note 2 to the Financial

Statements.

Determining the valuation of the bull

team, which is the core asset to both

the domestic and international

genetics operations of the Group, is

a highly judgemental and complex

area. Management prepares a model

that projects the number and types of

straws that the current team can

produce and will be sold over the

useful life of the bulls. The valuation

model factors the cost of rearing,

animal and farm management costs,

and forecasts of processing costs to

make sales. The calculated surplus

is discounted to reflect the time value

of money

Our audit procedures included challenge of management’s significant

assumptions such as:

‒ Projected sales volumes and pricing;

‒ Discount rates applied; and

‒ Runoff Profile of the bulls.

We compared sales and costs growth, and inflation rates to historical

data and published market forecast data where available.

We utilised our valuation specialists to review market and industry data

to assess management’s discount rate applied to the valuation model.

We assessed the runoff profile of the bulls against historical data and

found the inputs to be comparable.

We considered the adequacy of the related financial statement

disclosures.

We had no matters to report as a result of our procedures

Carrying Value of Intangible Assets

Refer to Note 4 to the Financial

Statements

The Group has two categories of

intangible assets with indefinite

useful lives:

‒ Goodwill of $2.3m, arising from

a number of acquisitions; and

‒ The LIC Animal Database of

$10.5m.

The two significant cash generating

units (CGUs) holding these assets

are tested twice a year for

impairment using discounted

cashflow models to determine the

recoverable amount.

The market capitalisation deficit that

exists at balance date is an indicator

of impairment at a Group level and

has therefore been tested for

impairment using a discounted

We challenged management on the reasonableness of the assumptions

included in the cashflow forecast models, with particular attention paid

to the following:

‒ Assessing management’s future sales and growth assumptions

compared to external market and industry data and historical

performance of each of the CGU’s and the Group. We used our

own valuation specialists to assist us with the consideration of the

discount rates;

‒ Comparing management’s previous forecasts to actual results

achieved in each CGU and the Group; and

‒ Performing sensitivity analysis around the key assumptions used in

the model.

Our testing supported management’s conclusion that there is no

impairment.

LLiivveessttoocckk IImmpprroovveemmeenntt CCoorrppoorraattiioonn Financial Statements 2023/24 23

24 Livestock Improvement Corporation Consolidated Annual Report 2023/24

— 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 company

and group 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.

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 Trevor Newland

For and on behalf of

KPMG

Hamilton

18

th

July 2024

LLiivveessttoocckk IImmpprroovveemmeenntt CCoorrppoorraattiioonn Financial Statements 2023/24 25

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 How the matter was addressed in our audit

Valuation of the Bull Team

Refer to Note 2 to the Financial

Statements.

Determining the valuation of the bull

team, which is the core asset to both

the domestic and international

genetics operations of the Group, is

a highly judgemental and complex

area. Management prepares a model

that projects the number and types of

straws that the current team can

produce and will be sold over the

useful life of the bulls. The valuation

model factors the cost of rearing,

animal and farm management costs,

and forecasts of processing costs to

make sales. The calculated surplus

is discounted to reflect the time value

of money

Our audit procedures included challenge of management’s significant

assumptions such as:

‒ Projected sales volumes and pricing;

‒ Discount rates applied; and

‒ Runoff Profile of the bulls.

We compared sales and costs growth, and inflation rates to historical

data and published market forecast data where available.

We utilised our valuation specialists to review market and industry data

to assess management’s discount rate applied to the valuation model.

We assessed the runoff profile of the bulls against historical data and

found the inputs to be comparable.

We considered the adequacy of the related financial statement

disclosures.

We had no matters to report as a result of our procedures

Carrying Value of Intangible Assets

Refer to Note 4 to the Financial

Statements

The Group has two categories of

intangible assets with indefinite

useful lives:

‒ Goodwill of $2.3m, arising from

a number of acquisitions; and

‒ The LIC Animal Database of

$10.5m.

The two significant cash generating

units (CGUs) holding these assets

are tested twice a year for

impairment using discounted

cashflow models to determine the

recoverable amount.

The market capitalisation deficit that

exists at balance date is an indicator

of impairment at a Group level and

has therefore been tested for

impairment using a discounted

We challenged management on the reasonableness of the assumptions

included in the cashflow forecast models, with particular attention paid

to the following:

‒ Assessing management’s future sales and growth assumptions

compared to external market and industry data and historical

performance of each of the CGU’s and the Group. We used our

own valuation specialists to assist us with the consideration of the

discount rates;

‒ Comparing management’s previous forecasts to actual results

achieved in each CGU and the Group; and

‒ Performing sensitivity analysis around the key assumptions used in

the model.

Our testing supported management’s conclusion that there is no

impairment.

LLiivveessttoocckk IImmpprroovveemmeenntt CCoorrppoorraattiioonn Financial Statements 2023/24 23

Livestock Improvement Corporation Consolidated Annual Report 2023/24 25

Corporate Governance Report
On LIC's website (lic.co.nz/shareholders/corporategovernance) you will find the following corporate

governance documents:

Our latest Sustainability Report can also be accessed on LIC’s website at:

lic.co.nz/about/environment-and-sustainability/sustainability

• Constitution

Charters

• LIC Board Charter

• Audit, Finance & Risk Committee Charter

• People and Culture Committee Charter

• Disclosure Committee Charter

• LIC Shareholder Reference Group, Board and

Management Engagement Charter


Other Corporate Governance Documents

• Code of Conduct and Ethics

• Continuous Disclosure Policy

• Diversity, Equity and Inclusion Policy

• Dividend Policy

• External Auditor Independence Policy

• Honoraria Committee Terms of Reference

• Shareholder Reference Group Terms

of Reference

• Share Trading and Disclosure Policy

Corporate Governance Statement

Livestock Improvement Corporation (“LIC” or the “Company”) is a New Zealand Co-operative Company,

owned by New Zealand dairy farmers. Its shares are quoted on the Main Board of the New Zealand Stock

Exchange (NZX) and it is a Climate Reporting Entity (as defined under The Financial Sector

(Climate-related Disclosures and Other Matters) Amendment Act 2021). LIC’s first Climate Statements for

the year ended 31 May 2024 can be accessed on LIC’s website at:

lic.co.nz/about/environment-and-sustainability/climate-disclosure-reporting/

In this section of the Annual Report we report

against the Principles and Recommendations of

the NZX Corporate Governance Code dated 1

April 2023 (the NZX Code) and the extent that LIC

has followed the NZX Code’s recommendations.

LIC has a high degree of compliance with the NZX

Code. This statement is current to 31 May 2024

and has been approved by the Directors of LIC.

LIC is primarily involved in the development,

production and marketing of artificial breeding,

genetics, farm software, diagnostic and animal

health testing and herd testing services in the

New Zealand dairy sector, the control and

maintenance of the LIC database and the

execution of research relating to dairy herd

improvement.

26 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Co-operative Principles
LIC’s co-operative principles are set out in its Constitution and are:

a) The Company will remain a

Co-operative Company;

b) The Company is “User Controlled” meaning

that eligible Users of the Company’s qualifying

products and services hold 60% or more of its

voting rights;

c) Core products and services are made

available to all Shareholders at fair

commercial prices;

d) Products and services which benefit

Shareholders and which otherwise might not

be made available, are developed and made

available to Shareholders, provided that the

company receives a commercial return; and

e) Shareholders co-operate with the Company

and each other, including the sharing of

information to promote their common interests.

NZX Code 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.

Code of Conduct and Ethics

LIC's Code of Conduct and Ethics (the Code) sets

out the ethical and behaviour standards expected

of Directors and employees of LIC. The Code is

reviewed biennially (or as required) to keep it up

to date with employee, shareholder and other

stakeholder expectations. New Directors and

employees receive training on the Code as part of

their induction process. Directors and employees

are also expected to uphold LIC's values of integrity,

innovation, being in-tune with our farmers, passion

and spirit of cooperation.

Avoiding conflicts of interest

The Code of Conduct and Ethics includes direction

on disclosing and managing conflicts of interest.

The Board updates changes in interests and any

potential conflicts at each meeting. LIC’s General

Counsel holds a Directors' interests register and

the Board reviews the register at each meeting.

The register records relevant transactions and

disclosures of interests. The Directors’ interests are

set out on page 44.




Whistleblowing

The Code of Conduct and Ethics and the

Company's Employment Relations Policy, which are

available to employees on LIC's intranet, include

guidance on specific action to be taken by a

person who suspects a serious wrongdoing.

Trading in securities

The Company has a Share Trading and Disclosure

Policy for Directors, members of the Company’s

Shareholder Reference Group (SRG), Restricted

Persons and other Employees wanting to deal in

the securities of the Company.

The Policy outlines:

• when Directors, members of the SRG,

Restricted Persons and other Employees

of the Company may deal in the shares of

the Company;

• procedures to reduce the risk of insider

trading; and

• disclosure requirements.

The Policy records the Company's procedures for

compliance with the Financial Markets Conduct

Act 2013 (FMC Act), the NZX Listing Rules and

other relevant legislation/regulation for the

trading and disclosure of trading in the shares of

the Company and details the exemption granted

by the Financial Markets Authority from certain

provisions of the FMC Act.

Livestock Improvement Corporation Consolidated Annual Report 2023/24 27

The exemption ensures that LIC Directors and
employees can comply with the Company’s

constitutional and co-operative requirements and

the Rules of its Employee Share Scheme without

technically infringing the insider trading provisions

of the FMC Act.

The Policy aims to protect Directors, members of

the SRG, Restricted Persons and Employees, as well

as the Company and the Company's Shareholders,

against acts of insider trading that could

disadvantage holders of the Company's shares.

An Elected Director must hold the minimum

shareholding requirement and can hold

additional shares in accordance with the

Company’s Constitution.

NZX Code Principle 2, Board composition and performance: To ensure an effective

board, there should be a balance of independence, skills, knowledge, experience and

perspectives.

Role of the Board

Legislation, the NZX Listing Rules and the

Constitution establish the Board's responsibilities

and include provisions for how the Company

will operate. The structure of the Board and its

governance arrangements are set out in the

Company's Constitution and in the Board's written

Charter which outlines and distinguishes the

Board and Management's respective roles and

responsibilities. The Board is responsible for the

direction and control of LIC's activities. It is also

committed to the guiding values of the Company.

Board responsibilities

The Board is responsible for setting the strategy

of LIC and monitoring delivery against that

strategy, recognising the Company’s economic,

environmental and social responsibilities.

LIC’s business strategy and purpose is to deliver

superior genetics and technological innovation to

help shareholders sustainably farm a profitable

animal. Value for our farmer shareholders is at the

heart of our strategy.

LIC will drive value, innovate and deliver a positive

impact for customers and shareholders by

focussing on the following:

28 Livestock Improvement Corporation Consolidated Annual Report 2023/24

The Board is also responsible for approval of
significant expenditures, policy determination,

selection of Appointed Directors, oversight of risk

(including climate-related risks and opportunities

and setting risk appetite for all risk categories)

and stewardship of the Company's assets.

Management is responsible for implementing

the strategic objectives, operating within the risk

appetite set by the Board, and for all other day-to-

day running of the Company. The Board delegates

the day-to-day leadership and management of

the Company to the Chief Executive (CE). The

delegations are set out in the Board Charter and in

a Delegated Authorities framework, which also sets

out authority levels for types of commitments that

the Company's management can make. A copy of

the Board Charter is available on LIC's website.

Notwithstanding the responsibilities of the Board,

the Board and Shareholders will not, except with

the written consent of the Minister for Primary

Industries, or other relevant Minister, exercise any

of their rights, directions and powers under, or

alter the Constitution so as to cause or permit the

Company to cease to be a co-operative supplying

goods and services to Shareholders.

Board composition

The Board is comprised of six Elected and three

Appointed Directors. The LIC Constitution allows

for up to four Appointed Directors to be appointed

to the Board.

The current Board of Directors is made up

as follows:

• Elected Directors: Corrigan Sowman (Chair),

Ben Dickie, Duncan Coull, Matt Ross, Victoria

Trayner and Alison Watters.

• Appointed Directors: Tim Gibson, Sophie

Haslem and Candace Kinser.

Information about each Director, including

their independence, ownership interests and

attendance at board meetings, is included in this

section. A profile of each Director's experience,

including the length of their service, can be found

on the LIC website. See also page 35 for further

information about the Company’s Diversity, Equity

and Inclusion policy.

Full details of the strategy, including the measures for each of these commitments, are available on LIC’s

website at lic.co.nz/about/our-strategy

LIC’s strategy makes three commitments to farmers:

Operational

Excellence

We commit to getting the

basics right and delivering for

you, on time, every time.

Faster Genetic

Improvement


We commit to having your

back when it comes to helping

you meet the environmental

challenges you face, in

particular animal efficiency,

and nitrogen and methane

mitigation.

Software Reliability

and Performance


We commit to being better at

delivering our software to you.

We renew our commitment to

continuous improvement and

transparency around delivery of

new features.

123

Livestock Improvement Corporation Consolidated Annual Report 2023/24 29

Nomination, election and appointment
of Directors

The nomination, election and appointment of

Directors to the Board of LIC is also governed by

the LIC Constitution. The relevant NZX Rulings and

waivers to the NZX Listing Rules are set out on

pages 50 and 51.

Elected Directors are nominated and elected

by Shareholders within the region each Director

represents (two regions in total). Once elected they

will hold office for a period of approximately three

years. The term of that director’s tenure will be in

accordance with the Rotation Schedule.

All recommendations and deliberations on the

selection of Appointed Directors are undertaken by

the full Board. Appointed Directors hold office for

approximately three years.

A retiring Director is eligible for re-election or

re-appointment as a Director of the Company. All

Directors have entered into written agreements

setting out the terms of their engagement and all

new Directors will also do so.

In relation to the nomination and appointment of

Directors, appropriate checks are undertaken by

an external party, Propero Consulting Limited. The

process includes the provision of key information

about candidates to Shareholders and/or the

Board, such as relevant skills, experience and

directorships and any material adverse information

of which the Company has become aware.

Sophie Haslem was due to retire by rotation in

October 2023 and sought re-appointment. Her

appointment as an Appointed Director was ratified

by shareholders at the 2023 Annual Meeting for a

further term of approximately three years.

In this year’s Director elections, North Island

Director Alison Watters and South Island Director

Matt Ross are due to retire by rotation at the

Annual Meeting. Matt Ross has decided, after

seven years on the LIC Board, to not seek re-

election. Alison Watters has decided, after ten

years on the LIC board, to also not seek re-election.

Alison Watters and Matt Ross will be replaced

by nominated Shareholders that are elected by

Shareholders. The elections are timed to coincide

with the 2024 Annual Meeting.

Appointed Director, Candace Kinser is due to

retire by rotation in October 2024. After nine years

on the LIC Board, she has decided to not seek

re-appointment. The Board is seeking a nominee

for the Appointed Director position who has the

requisite skill set.

Meetings

The Board met eight times in 2023/24 with two

additional strategy days.

30 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Board Attendance:
Board Meetings

Special

Board Meetings

Board Strategy Days

No of meetingsHeldAttendedHeld AttendedHeldAttended

Ben Dickie871122

Tim Gibson871121

Ken Hames*83--2-

Sophie Haslem881122

Murray King*83--2-

Candace Kinser 881122

Matt Ross881122

Corrigan Sowman 881122

Alison Watters871121

Duncan Coull**851121

Victoria Trayner**851-21

Director training

Directors each undertake appropriate education to

remain current in how to best perform their duties

as Directors. Directors maintain memberships of

relevant bodies such as the Institute of Directors

and receive information individually and from

Management in relation to specific issues relevant

to LIC, the markets in which it operates and the

dairy sector. Directors also undertake in-market

and stakeholder visits.

The Chair revises development plans for each of

the Directors annually. These plans specifically

focus on areas that will not only develop the

individual Director but will also enhance overall

Board capability. In addition, budget provision

is in place for Directors who want to undertake

approved specific higher-level study, the cost of

which is shared on a 50:50 basis.

Board, Committee and

Director Performance

The Board uses an external party to assist

with reviewing the performance of the Board,

individual Directors and its committees on a

regular basis. Independent consultants Propero

Consulting Limited were last engaged in 2023

and undertook a pulse check evaluation of

the performance of the Board. The evaluation

provided the Board with additional support

as part of transitioning to a new Chair and

also highlighted the continued improvement

in communication between the Board and

Senior Leadership Team to support strong

decision making.

Director Independence

Directors are appointed in accordance with the

Constitution. The current Appointed Directors are

not co-operative members and are appointed to

bring their external expertise to the Board.

For the purposes of the Listing Rules, the Board has

assessed all of the Directors to be independent.

While all Elected Directors are co-operative

members and purchase from and sell goods and

services to LIC, the Board does not consider them to

have a relationship that could reasonably influence,

or be perceived to influence, their ability to bring

an independent view to decisions in relation to LIC,

to act in the best interest of LIC or to represent the

interests of LIC Shareholders generally.

*retired at the 2023 Annual Meeting

**elected at the 2023 Annual Meeting

Livestock Improvement Corporation Consolidated Annual Report 2023/24 31

NZX Code Principle 3, Board Committees: The board should use Committees where this
will enhance its effectiveness in key areas, while still retaining board responsibility.

Committees

LIC Board committees review and consider in

detail the policies and proposals developed by

Management and make recommendations to the

Board. They do not take action or make decisions

on behalf of the Board unless specifically

mandated to do so. A committee or an individual

Director can engage independent legal counsel

at LIC's expense with the prior approval of the

Board Chair.

The Board will occasionally appoint a committee

of Directors to consider or approve a specific

proposal or action if the timing of meetings

or availability of Directors means the matter

cannot be considered by the full Board. Their

deliberations and decisions are reported back to

the Board no later than the next meeting.

Audit, Finance & Risk Committee

A Sub-Committee of the Board, the Audit, Finance

& Risk Committee ensures the Company complies

with its audit, financial and risk management

responsibilities. It operates under a written

charter, which is available on the LIC website.

The Committee is chaired by Appointed Director

Sophie Haslem, with the other members being:

All current members of the Committee are

considered to be independent. Employees only

attend Committee meetings at the invitation of the

Committee.

The Committee meets at least four times a year

and met six times in 2023/24.

Chair

As noted above, LIC's Chair is assessed to be an

independent Director. LIC's Board also endorses

the separation of the roles of the Chair and

Chief Executive (CE) and a Director should not

simultaneously hold both roles. For the avoidance

of doubt, the positions of Company Chair and CE

are currently held by two separate individuals.

In addition, to ensure appropriate management

where necessary, the LIC Board Charter sets out an

exception to this whereby the Board may appoint a

Director to assume the post of CE concurrently on

a temporary basis when the post of CE is vacant,

for a period of no longer than six months. This can

be extended, only where the position of CE is still

vacant for a further maximum period of six months.

At the termination of that further period, that

Director shall resign from the Board.

As at 1 June 2023Murray King, Ben Dickie,

Matt Ross and Corrigan Sowman

As at 1 December 2023Ben Dickie, Victoria Trayner

and Corrigan Sowman

32 Livestock Improvement Corporation Consolidated Annual Report 2023/24

People and Culture Committee
A Sub-Committee of the Board, the People

and Culture Committee (formerly known as the

Remuneration and Appointments Committee)

approves appointments and terms of

remuneration of the Chief Executive, oversees

the people policies for LIC and also considers

and assists the Board in its director appointment

process, and if appropriate recommends to

the Board any wage and salary percentage

adjustments for the Co-operative's employees.

It operates under a written charter, which is

available on the LIC website. The Committee is

chaired by Appointed Director Tim Gibson with

the other members being:

All current members of the Committee are

considered to be independent. Management only

attends Committee meetings at the invitation of

the Committee.

The Committee meets at least four times a year

and met four times in 2023/24. For completeness,

the Company does not have a nomination

committee as recommendations and decisions

relating to Director appointments are made by

the full Board as outlined on page 30.

Disclosure Committee

A Sub-Committee of the Board, the Disclosure

Committee assists the Board and Company in

ensuring that all material information is identified,

reported for review by the Disclosure Committee,

and if required, disclosed in a timely manner to the

NZX. It operates under a written charter, which

is available on the LIC website. The Disclosure

Committee is chaired by Board Chair Corrigan

Sowman with the other members being Appointed

Director Sophie Haslem, the Chief Executive,

Chief Financial Officer, General Counsel and

Communications Manager. Disclosure Committee

meetings are also attended by key members of

management as required.

The Committee meets as and when required and

met twice in 2023/24.

As at 1 June 2023Murray King, Ken Hames

and Alison Watters

As at 1 December 2023Corrigan Sowman, Matt Ross,

Duncan Coull and Alison Watters

Livestock Improvement Corporation Consolidated Annual Report 2023/24 33

Takeovers
Due to LIC’s co-operative company status, its

Constitution and the Dairy Industry Restructuring

Act 2001 (DIRA) based shareholding restrictions,

LIC considers it is not necessary to have takeover

protocols in place. Under LIC’s Constitution no

person shall hold a relevant interest of more

than 5% of the total number of ordinary shares in

the Company.

Board Committee attendance:

Audit, Finance & Risk CommitteePeople and Culture Committee

Disclosure Committee

Number of meetingsHeldAttendedHeldAttendedHeldAttended

Ben Dickie66

Tim Gibson43

Ken Hames* 41

Sophie Haslem6622

Murray King*624122

Candace Kinser

Matt Ross***6343

Corrigan Sowman***664322

Alison Watters44

Duncan Coull**43

Victoria Trayner**63

*retired at the 2023 Annual Meeting

**elected at the 2023 Annual Meeting

***meetings attended impacted by a change to committee memberships on 1 December 2023

34 Livestock Improvement Corporation Consolidated Annual Report 2023/24

NZX Code Principle 4, Reporting and disclosure: The Board should demand integrity in
financial and non-financial reporting, and in the timeliness and balance of corporate

disclosures.

Financial reporting

The Board is responsible overall for ensuring

the integrity of the Company's reporting to

Shareholders, including financial statements

that comply with generally accepted accounting

practice (NZ GAAP).

The Board's Audit, Finance & Risk Committee

oversees the quality, reliability and accuracy of the

financial statements and related documents and

its role is more fully described in its Charter which is

available on the LIC website. In undertaking its role,

the Committee makes enquiries of Management

and the external auditors, including requiring

Management representations so that the Directors

can be satisfied as to the validity and accuracy of

all aspects of LIC's financial reporting.

Disclosure to the market

LIC has a written disclosure policy: the Continuous

Disclosure Policy can be found on our website. It

sets out requirements for full and timely disclosure

to the market of material information, so that all

stakeholders have equal access to information. The

Board specifically consider with Management at

each board meeting whether there are any issues

which might require disclosure to the market under

the NZX continuous disclosure requirements.

Non-financial reporting

Sustainability

LIC’s annual sustainability report is prepared in

accordance with the core option of the Global

Reporting Initiative (GRI) Standards and in

line with our commitments as members of the

Climate Leaders Coalition and the Sustainable

Business Council.

LIC’s first climate statement reporting period is for

the year ended 31 May 2024.


Diversity, Equity and Inclusion

The Company fosters an inclusive working

environment that promotes employment equity and

workforce diversity at all levels, including within

the Senior Leadership Team and the Board. The

Diversity, Equity and Inclusion Policy is available

on LIC's website at lic.co.nz/shareholders/

corporategovernance.

As at the 2023/24 year-end, members of the

Board and Senior Leadership Team self-identified

as follows:



The Diversity, Equity & Inclusion Committee aims

to foster a workplace culture that values and

promotes diversity, equity and inclusion.

For 2023/24 the Committee focused on:

• Implementation of a Te Ao Māori Strategy and

• Establishment of a Women in Leadership Group

Te Ao Māori Strategy:

With the partnership of Tira (formerly Tutira

Mai), the Te Ao Māori (Te Whakapiki) Strategy

has been finalised. The strategy will be

embedded into LIC over the next few years.

Women in Leadership Group:

This group has been set up with the aim

of fostering a community of women and

empowering them to become leaders in their

respective fields. The group seeks to build

strong connections across various industries,

and to provide mentorship and development

advice from experts with diverse backgrounds

and skill sets.

20242023

MFGDMFGD

LIC Board

54-63-

LIC Senior

Leadership

Team

53-62-

Key: M = Male / F = Female / GD = Gender Diverse

Livestock Improvement Corporation Consolidated Annual Report 2023/24 35

NZX Code Principle 5, Remuneration: The remuneration of directors and executives
should be transparent, fair and reasonable.

In thousands of New Zealand dollars

BoardAFRCP & C TA B

Total

Fees

Murray King*4848

Corrigan Sowman113113

Ben Dickie6363

Tim Gibson631376

Ken Hames*2222

Sophie Haslem632083

Candace Kinser 631376

Matt Ross6363

Alison Watters6363

Duncan Coull**4141

Victoria Trayner**4141

689

*retired at the 2023 Annual Meeting

**elected at the 2023 Annual Meeting

LIC continues to collect baseline data from its

employees on an opt-in basis, which now includes

religion, gender identity and disability, in addition to

age and ethnicity. This information has highlighted

that LIC is a reasonably diverse company. The aim

is to continually update our baseline data so that

targeted initiatives can be completed.

In support of initiatives that foster an inclusive

working environment, all external advertising

for positions at LIC are worded to encourage a

diverse range of applicants and state LIC’s desire

to drive for diversity, equity and inclusion within our

workplace. Management appointment interviews

are conducted by a panel that represents diversity

of thought. Training for all employees is provided on

the benefits of diversity, equity and inclusion and

has been developed and implemented to drive an

understanding of unconscious bias.

In addition to the above, LIC continues to look at

its employment practices, including protection of

vulnerable persons, regional presence and youth

employment.

Non-financial risks

LIC's assessment of exposure to non-financial

risks, including economic, environmental and

health and safety risks, is included in LIC's risk

assessment process described under Principle 6.

Directors Remuneration

Under LIC's Constitution, LIC has an Honoraria

Committee tasked with considering and

recommending to Shareholders the form and

amount of fees paid to LIC’s Directors. The

Honoraria Committee is made up of between two

and four Shareholders, elected by their fellow

Shareholders. The Honoraria Committee’s terms of

reference are on the LIC website. LIC does not have

a directors’ remuneration policy, relying instead

on the Honoraria Committee to recommend to

Shareholders the remuneration to be paid to the

Directors.

The total remuneration for LIC's Directors is

approved by Shareholders at the Annual Meeting

and the current pool of $723,000 for all nine

Directors was approved at the meeting held in

October 2023.

Directors of the Company received the following

remuneration for the twelve months ending

31 May 2024:

36 Livestock Improvement Corporation Consolidated Annual Report 2023/24

In addition to the above remuneration, and in
accordance with the Constitution, Directors

are reimbursed for any actual and reasonable

expenses incurred while on LIC business. This is

paid in the form of a standard annual incidental

allowance with any further actual and reasonable

expenses incurred while on LIC business also

reimbursed. The standard annual incidental

allowance is set at $1,200 for each Director and

$6,000 for the Chair. The payment of a standard

incidental allowance reduces the administrative

effort required in submitting and processing

transactions of a relatively low value.

The Directors receive no other benefits.

No Directors of subsidiaries received any

remuneration or other benefits in their role as

a Director of that subsidiary. The remuneration

of employees that receive more than $100,000

as a result of employee remuneration (and

other benefits) is included in the Employees'

Remuneration table on page 38.

Chief Executive Remuneration

Chief Executive (CE) David Chin’s remuneration

package is made up of a combination of base

salary and annual performance payments. His

performance is assessed based on a range of

factors including:

• Overall financial performance (40%): delivery

of the annual plan and financial budget

• Overall strategic performance (60%), including:

• Staff engagement and culture

• Customer and operational delivery

(delivery of the 3 commitments and achieve

continuous improvements in customer Net

Promotor Score)

• Delivery of strategy and key projects

The remuneration paid to LIC’s CE for the year

ending 31 May 2024 is set out below:

The CE’s current remuneration package consists

of $521,000 TPV and short-term incentive target

of achieving both budget goals and other

standard objectives (20% of TPV) as well as stretch

objectives in relation to strategy (20% of TPV)

and does not include any long-term incentives or

share options.

In thousands of New Zealand dollars

Base Salary (TPV)521

2022/23 year short-term incentive payment received153

Total674

Livestock Improvement Corporation Consolidated Annual Report 2023/24 37

Remuneration Range (Gross)Current EmployeesExited EmployeesTotal
100,000 – 109,999 71 2 73

110,000 – 119,999 63 10 73

120,000 – 129,999 48 2 50

130,000 – 139,999 31 - 31

140,000 – 149,999 30 1 31

150,000 – 159,999 20 - 20

160,000 – 169,999 20 1 21

170,000 – 179,999 13 - 13

180,000 – 189,999 6 1 7

190,000 – 199,999 6 - 6

200,000 – 209,999 3 - 3

210,000 – 219,999 2 - 2

220,000 – 229,999 3 - 3

230,000 – 239,999 6 - 6

240,000 – 249,999 3 - 3

250,000 – 259,999 2 - 2

260,000 - 269,999 3 - 3

270,000 - 279,999 4 - 4

280,000 - 289,999 1 - 1

290,000 - 299,999 1 - 1

310,000 - 319,999 - 1 1

360,000 – 369,999 1 1 2

400,000 – 409,999 2 - 2

430,000 – 439,999 1 - 1

460,000 - 469,999 1 - 1

560,000 – 569,999 1 - 1

670,000 – 679,999 1 - 1

34319362

LIC has a transparent Remuneration Policy for all employees, which is approved by the People and Culture

Committee. This is an internal policy but available to all employees on LIC's intranet.

LIC aims to have a remuneration framework and policies to attract and retain talented and motivated

people. The Company wants to:

1. Be recognised as a great place to work;

2. Recognise and reward successes, while encouraging teamwork and a high performance culture;

3. Be fair and consistent;

4. Be true to our values of integrity, innovation, spirit of co-operation, in tune and passion.

We use market data to determine fair remuneration levels for all staff. Short term incentives apply

to executive and certain management roles for achievement of specific objectives and in relation to

achievement of project initiatives and are paid in the following period. During the period 1 June 2023 to 31

May 2024 the following numbers of employees (not being Directors) received total remuneration, including

benefits and short term incentives relating to the 2022/23 year, of at least $100,000:

Employee Remuneration

38 Livestock Improvement Corporation Consolidated Annual Report 2023/24

NZX Code Principle 6, Risk Management: Directors should have a sound
understanding of the material risks faced by the issuer and how to manage them. The

Board should regularly verify that the issuer has appropriate processes that identify

and manage potential and material risks.

Biosecurity & Animal Health

A biosecurity or animal health event

impacts LIC’s livestock or its ability to

provide products or services to

its customers.

Information Security

The availability, integrity or confidentiality of

information managed by LIC is compromised

due to a malicious or unintentional

information security incident.

Brand Damage

Continued short-term reputational

damage results in damage to LIC’s brand.

Financial Risk

Failure to manage LIC’s debts and financial

leverage or to identify fraud, internal errors

or money owned results in LIC being unable

to cover operational costs and or pay back

its debts.

Compliance

Breaches of laws, regulations, licences,

standards, NZX continuous disclosure

requirements or Overseas Market Access

Requirements result in restrictions,

penalties, or loss.

People & Capability

Availability, capability and engagement of

our people and key vendors to effectively

execute LIC's strategic plan.

Disruption to Production or Service

Any disruption caused by processes, people,

equipment, systems, software availability or

external events which affects LIC’s ability to

deliver quality semen or other products and

services to its customers.

Strategic Risk

An inability to deliver LIC’s agreed strategy

due to disruption, planning, risk, resourcing

and other barriers not identified or managed.

Market Disruption

The inability to commercialise innovations

or respond quickly to market disruption or

emerging technologies causes reduced

use by Shareholders of existing products or

services with a resultant reduction in revenue.

Health & Safety

The potential for injury or loss of life for

employees, contractors or visitors engaged

in LIC business activities or on LIC sites or

prosecution of the organisation.

Managing Risk

LIC has a risk management framework in place

to support the identification, quantification and

management of risk. LIC’s risk management

framework fosters improved ownership of risk

identification and management across all levels of

the business and an online risk tool supports this

occurring in real time. Key risk indicators provide

management with early warning of any risks

requiring increased focus. LIC’s risk ratings against

appetite are reported to the Senior Leadership

Team and the Audit, Finance & Risk Committee

on a regular basis, with each risk category and

its associated risk causes and controls reviewed

periodically by the Senior Leadership Team and the

Audit, Finance & Risk Committee.

LIC’s risk categories are:

Livestock Improvement Corporation Consolidated Annual Report 2023/24 39

Of particular interest to Shareholders and
stakeholders will be the following updates on LIC’s

key risk categories:

Health and safety

The health and safety of people, our staff,

customers, contractors and anyone we come into

contact with, is of utmost importance to LIC and

remains our highest priority, regardless of the

country they are based in, or which site they are

based at.

LIC has identified eleven critical health and safety

risks: high-risk hazards we believe have a high

likelihood of causing death or life-changing injuries

if uncontrolled. These are:

• Driving cars and trucks (on national roads)

• Quad bikes

• Farm vehicles

• Workplace stress and fatigue

• Zoonosis

• Asbestos

• Liquid Nitrogen

• Working at heights

• Agrichemicals

• Animal handling

• Working alone and/or remotely

Regular reporting to the Senior Leadership Team

and the Board provides assurance that LIC’s health

and safety system is operating effectively. Directors

and senior leaders are required to spend time each

year confirming for themselves that critical risk

controls are in place and operating as expected.

Business units have health and safety

representatives and there is a quarterly formal

governance forum chaired by LIC’s CE. Each

business unit is also required to develop a bespoke

health and safety plan to continually improve

health and safety management in their area.

Progress against these plans is reviewed at the

Health and Safety Governance Forum meeting.

LIC uses the Lost Time Injury Frequency Rate (LTIFR)

as its main safety metric. The LTIFR is not LIC’s sole

safety measure – it complements a range of other

leading and lagging safety measures, which are

regularly reported to the Senior Leadership Team

and the Board.

As can be seen from the table above, the

LTIFR increased slightly since 2022/23. LIC also

reported two notifiable events to Worksafe NZ.

These incidents were internally comprehensively

investigated and corrective actions implemented.

Worksafe NZ chose not to investigate the

incidents further.

Other performance indicators showed that

overall event reporting increased. The increase in

reporting was the result of a significant increase

in ‘near-miss’ reporting. Fewer incidents resulting

in injury were reported in 2023/24 than in previous

years. The number of critical risk-related incidents

also continued to track down following the focus

and investment into improving critical risk controls

and increasing the involvement of frontline staff in

control design.

In 2023/24 we focused on:

• Implementing health and safety objectives

within all business units, focussing on their

unique risks to enable ongoing improvement.

• Improving near-miss reporting, timely

completion of event investigations and

improvement actions through training and

enhancements to our reporting system.

• Providing all Health and Safety representatives

with the opportunity to receive additional

training to enhance their health and safety

knowledge.

• Improving the quality of consultative critical

risk control reviews.

• Improving our understanding of hazardous

substance exposure and confined space

management.

• Improving traffic management on several sites.

• Improving SHELTA user experience, LIC’s

electronic health and safety management

platform, available on all LIC devices.

2023/242022/23

LTIFR (200,000 h)2.352.23

Notifiable Events21

40 Livestock Improvement Corporation Consolidated Annual Report 2023/24

LIC has also started a review of ‘violence and
threatening behaviour’ risk following several

adverse experiences by staff while providing

services to customers. This is unacceptable and

additional controls are currently being developed.

A full review of health and safety representation is

also currently underway.

LIC’s continued focus on health and safety has

seen LIC retain its secondary level status following

the annual ACC audit.


Disruption to production or service

The Company’s ability to provide sufficient

quality bull semen during a season relies on a

number of factors, including the maintenance and

operation of key equipment, staff and training and

adherence to approved procedures and processes.

An inability to meet demand for the Company’s

semen would result in significant reputational

damage as well as a reduction in New Zealand

revenue. Standard operating procedures are

well documented and regularly reviewed. Semen

quality is monitored daily and non-return rates are

monitored weekly during the peak of the season.

A Crisis Management Framework is in place,

supported by defined key roles and alternates

and business continuance plans, and these are

reviewed and tested regularly including an annual

crisis simulation exercise.


Information security

Reliance on technology, IT systems and services

increases the impact of system outages and

data loss should a significant adverse technology

event occur. LIC’s toolsets and visibility across

the technology environment provide the ability to

detect potential threats. Business continuity and

disaster recovery plans are in place (including for

cyber attacks), reviewed regularly and backups

are performed regularly to support LIC’s recovery

should it be needed. LIC regularly undertakes

phishing simulations and training to assess staff

preparedness and vigilance.


Financial Risk

LIC has stringent processes in place to ensure

budgets, forecasts and financial reporting are

accurate and timely. LIC maintains internal controls

to manage delegated authority and remove the

opportunity for fraudulent activity through the

segregation of duties.

The Company’s revenue may be reduced as

farmers decrease expenditure as a consequence

of reduced returns, availability of cash or an

increased cost of production. Reductions in New

Zealand’s milk price will affect returns paid to

farmers: as a net exporter of milk, New Zealand’s

milk price is heavily influenced by reference to the

price set by the Global Dairy Trade. Rural lenders

approach to their lending portfolio may result in a

tightening in policy and in turn less cash on farm.

As a result, farmers may look to reduce both their

capital spend as well as farm working expenses,

including herd improvement. Increased compliance

costs on farm may increase production costs, with

farmers seeking to reduce costs elsewhere.


Bio-security and animal health

Quarantine procedures are in place in all LIC-

controlled locations with quarantine bulls

maintained separately to production bulls.

Controls are in place on LIC’s bull farms, including

segregation of bulls and double-fencing, for safety

and to reduce the risk of unwanted organisms, such

as Mycoplasma bovis (M.bovis). Bulls are regularly

inspected and undergo health testing. Business

continuity plans are in place and tested. LIC has

veterinary and epidemiological expertise within

the Company.


Market disruption

The inability to commercialise innovations and/

or respond quickly to market disruption or

emerging technologies could cause reduced

use by Shareholders of existing products and

services with a resultant reduction in revenue.

LIC maintains a watching brief on the innovation

and technology landscape and follows agile

product development methodologies to enable

quicker commercialisation of new and improved

products and services and the Board prioritises

capital spend to ensure developments align with

farmer needs.

Livestock Improvement Corporation Consolidated Annual Report 2023/24 41

Compliance
Breaches of laws, regulations, licences,

standards, NZX continuous disclosure

requirements, or market access requirements,

could result in restrictions, penalties, or loss. LIC

uses the New Zealand legal compliance software

tool ComplyWith to ensure clarity of obligations

across the organisation and for tracking

adherence to compliance requirements.

Strategic risk

Disruption, planning, risk, resourcing or other

barriers not identified or managed could lead to an

inability to deliver on LIC’s strategy, as would the

lack of availability, capability and engagement of

our people and key vendors. LIC regularly reviews

progress against strategic objectives and has

developed key metrics to ensure delivery of the

commitments made to Shareholders.

The Board and Management continue to explore

growth opportunities and ways to improve

efficiency within LIC and for dairy farmers through

innovative products and solutions. There is

also a continued focus on genomic evaluation,

appropriate selection principles and careful

monitoring of the elite portion of the national herd

to ensure LIC’s breeding scheme continues to

deliver superior dairy genetics to assist farmers in

improving productivity. Off-shore business activity

also provides a buffer for NZ-specific impacts.

Climate

Climate risk is a sub-category risk in LIC’s risk

management tool as it impacts more than one of

LIC's key risk areas. LIC has identified transition

and physical risks related to climate change.

LIC is a member of the Climate Leaders Coalition

and the Sustainable Business Council. LIC

measures and publicly reports our greenhouse

gas emissions, has set science-aligned emissions

reduction targets, and works with our staff and

suppliers to build sustainability into our purchasing

decisions. LIC continues to offer farmers the tools

and genetics they need to breed more efficient

cows and drive sustainability improvements

on-farm. The Resilient Dairy programme is an

example of our commitment to long-term future

improvement.

42 Livestock Improvement Corporation Consolidated Annual Report 2023/24

NZX Code Principle 7, Auditors: The Board should ensure the quality and independence
of the external audit process.

NZX Code 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 Board recognises that, as its Shareholders

are the Company’s owners, customers and

stakeholders, it is responsible for overseeing

Shareholder engagement. Shareholder

engagement reflects LIC’s co-operative

ownership structure and values and aims to

be efficient, effective, fit for purpose and

meet Shareholder expectations with regard to

increased transparency about LIC’s activities.

The LIC website is the key place for LIC's

financial and operational information, including

the Company's presentations, reports,

announcements and media releases. The website

is updated immediately when any announcement

is made to the NZX. Important corporate

governance documents such as the Charters and

policies referred to in this section of the Annual

Report can also be found on the LIC website and

the Annual Report is available in both electronic

and hard copy formats.

LIC provides half-year and annual reporting to the

NZX to keep Shareholders informed and discloses

information to the NZX to meet its continuous

disclosure obligations as required. The Company

communicates with Shareholders through its

Annual Report, half-year financial statements

and at Shareholder meetings, as well as through

a range of media channels on topics which it

believes will be of interest to Shareholders.

We encourage all Shareholders to receive

communications electronically and provide hard

copies of information as and when required.

All Shareholders have the right to vote on

major decisions which may change the nature

of the Company and the Board encourages

all Shareholders to attend and participate in

Shareholder meetings.

This year the LIC Annual Meeting will be held

both virtually and in person on Wednesday 18

September at 4pm at LIC Newstead, Hamilton

and online (lic.co.nz/annualmeeting). LIC

welcomes Shareholders' attendance either on-

line or in person. A Notice of Meeting was sent to

Shareholders in early August 2024.

External Audit

LIC has an External Auditor Independence Policy

that requires the external auditor to be independent

and to be seen as independent. This policy can be

found on the LIC website. The Board is satisfied that

there is no relationship between the Auditor and

LIC or any related person at this time that could

compromise the Auditor's independence. The Board

also obtains confirmation of independence formally

from the Auditor.

To ensure full and frank discussion between the

Audit, Finance & Risk Committee and the auditors,

the auditor's senior representatives meet separately

with the Committee.

The External Auditor Independence Policy sets

out restrictions on non-audit work that can be

performed by the auditor and the Audit, Finance

& Risk Committee is required to approve all

engagements with the auditor. The policy requires

rotation of the key audit partner every five years, a

requirement that we are fully compliant with. LIC’s

external auditor attends its Annual Meeting each

year to answer questions from Shareholders in

relation to the audit.

Internal Audit

LIC does not have a separate internal audit

function. The Risk & Assurance Team performs,

reviews and arranges for external audit resource

to perform internal audits as agreed with the Audit,

Finance & Risk Committee. The Risk & Assurance

Manager reports to each Audit, Finance & Risk

Committee meeting on internal audit or review

issues and incidents, improvements and changes

to internal controls.

Livestock Improvement Corporation Consolidated Annual Report 2023/24 43

Benjamin John Dickie:
Director of:

• Taranaki Veterinary Centre Limited

Timothy Dunlop Gibson:

Director of:

• The Equanut Company Limited

• Omnieye Holdings Limited (Ceased 13 August 2023)

• Port Otago Limited and subsidiaries:

• Chalmers Properties Limited

• Fiordland Pilot Services Limited

• Port Chalmers Container Terminal Limited

• Te Rapa Gateway Limited

• Silver Fern Farms Co-Operative Limited

• Silver Fern Farms Limited and subsidiaries:

• Silver Fern Farms Joint Ventures Limited

• Silver Fern Farms Holdings Limited

• The Skills Organisation Incorporated

• Tūhana Business & Human Rights Limited

• Tūhana Consulting Limited

Sophie Haslem:

Director of:

• Centreport Limited and subsidiaries:

• Centreport Captive Insurance Limited

• Centreport Properties Limited

• Kordia Group Limited and subsidiaries:

• Kordia Limited

• Kordia New Zealand Limited

• Ngāi Tahu Holdings Corporation Limited (Ceased 31

January 2024)

• nib NZ Limited (as of 1 February 2024)

• nib NZ Insurance Limited (as of 1 February 2024)

• nib NZ Holdings Limited (as of 1 February 2024)

• Payments NZ Limited

• Rangatira Limited

Shareholder of:

• CH4 Global Inc


Candace Nicole Kinser:

Director of:

• Cancer Society of New Zealand Incorporated

• Eastland Group Limited and subsidiaries:

• Eastland Generation Limited

• Eastland Port Limited

• Gisborne Airport Limited

• Helius Therapeutics Limited (Chair)

Chair of:

• Cancer Society of New Zealand, Auckland Northland

Division Incorporated

Investment Committee Member of:

• Return on Science Investment Scheme at the University

of Auckland

Matthew Fraser Ross:

Director of

• North Otago Irrigation Company Limited (Chair)

• Aqus Limited (as of 31 May 2024)

Director and Shareholder of:

• Bortons Agri Limited

Corrigan George Sowman:

Member of:

• Fonterra Sustainability Advisory Panel

Alison Jane Watters:

Director of:

• Fonterra Co-Operative Group Limited

• High-Value Nutrition (National Science Challenge)

• Meteorological Service of New Zealand Limited

• Totally Vets Limited

Shareholder of :

• AgInvest Holdings Limited (27.61%) AgInvest Holdings

Limited has a 16.66% holding in Figured Limited.

• Agriculture Resources Limited

Statutory Requirements

Entries in the interests register


Directors

All Elected Directors are customers and Shareholders of Livestock Improvement Corporation Limited and

purchase products and services for their farming operations on an ongoing basis.

Directorships and Memberships

44 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Duncan James Bruce Coull
Director and Shareholder of:

• RBS (2015) Limited

• RBS Invest Limited

• Ballance Agri-Nutrients Limited

• Ngutunui Dairies Limited

Director of:

• New Zealand Phosphate Company Limited

Victoria Jean Trayner

Director of:

• Waimakariri Irrigation Limited

• North Canterbury Land Holding Limited

Director and Shareholder of:

• Platinum Farming Limited

Shareholder of:

• Motu Lodge Stud Limited

Senior Staff

In addition to the directorships of LIC subsidiaries as detailed below, senior members of staff have recorded

the following interests:

David Luk Chin (Chief Executive)

Director of:

• Agricultural Leaders’ Health and Safety Action Group

Emma Jane Blott (GM Commercial)

Director of:

• Eurogene AI Services (Ireland) Limited



Brent Denis Mealings (Chief Financial Officer)

Director of:

• Figured Limited

Michael Rose (Business Development Manager -

International, Australia)

Director of:

• National Herd Improvement Australia (NHIA)

Livestock Improvement Corporation Consolidated Annual Report 2023/24 45

The Directors of the Company’s subsidiaries as at 31 May 2024 are set out below:
• LIC Agritechnology Company Limited: Ben Dickie, Tim Gibson, Sophie Haslem, Candace Kinser, Matt

Ross, Corrigan Sowman, Duncan Coull, Victoria Trayner and Alison Watters.

• Livestock Improvement (New Zealand) Corporation Limited: David Chin and Brent Mealings

• LIC Ventures No. 1 Limited: David Chin and Brent Mealings

• LIC Ventures No.3 Limited: David Chin and Brent Mealings

• Agrigate GP Limited: Emma Blott, Brent Mealings and Dhaya Sivakumar

• Livestock Improvement Pty Limited: Emma Blott and Michael Rose

• Farmkeeper Pty Limited: Emma Blott and Michael Rose

• Overland Corner Holdings Pty Limited: Emma Blott and Michael Rose

• Beacon Automation Pty Limited: Emma Blott, Brent Mealings and Michael Rose

• Livestock Improvement Corporation (UK) Limited: Brent Mealings, Emma Blott and Mark Ryder

• LIC Ireland Limited: Emma Blott and Mark Ryder

• Livestock Improvement Automation Limited (IRE): Emma Blott and Mark Ryder

David Hazlehurst resigned from the following subsidiaries of the Company during 2023/24:

• Livestock Improvement (New Zealand) Corporation Limited

• LIC Ventures No. 1 Limited

• LIC Ventures No. 3 Limited

• Agrigate GP Limited

• Beacon Automation Pty Limited

• Livestock Improvement (UK) Limited

• LIC Ireland Limited

• Livestock Improvement Automation Limited (IRE)

46 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Entries in the interest register
a) Participation in the Company’s Contract

Mating Scheme could lead to the potential

sale of bull calves to LIC in the 2025/26 season.

Directors participating in the scheme include:







b) Share Dealings by Directors

As at 31 May 2024 the Directors other than the

Appointed Directors (either in their own names

and/or in the name(s) of their dairy farming

entities) as qualifying users of LIC’s products

and services are holders of, or control the

exercise of the right to vote or the acquisition

or disposal of, the following shares:

















Ordinary Shares include fully paid shares

which are quoted on the NZX and Nil Paid

Shares, which must be paid up over time

by Shareholders.

c) Loans to Directors of the Parent and

Subsidiaries

There have been no loans during the year.

d) Directors Indemnity and Insurance

The Company has issued a Deed of

Indemnity and insured all its Directors and

Senior Managers against liabilities to third

parties for any acts or omissions in their

capacity as Directors of the Company and its

Related Parties.

e) Use of Company Information

There were no notices from Directors of

the Company requesting to use Company

Information received in their capacity as

Directors, which would not otherwise have

been available to them.

31 May 202431 May 2023

DirectorOrdinary SharesOrdinary Shares

Ben Dickie*50,86740,865

Matt Ross**94,54494,544

Corrigan Sowman80,48880,488

Alison Watters33,57633,576

Duncan Coull7,824N /A

Victoria Trayner5,600N /A

*Includes shares purchased through participation in the Voluntary Investment

Scheme and shares compulsorily purchased to meet LIC’s Shareholding

Requirements

**Includes shares compulsorily purchased to meet LIC’s Shareholding

Requirements

DirectorPotential Calf

Sales

Potential Value

Matt Ross14$259,000

Corrigan Sowman1$18,500

Duncan Coull1$18,500

Livestock Improvement Corporation Consolidated Annual Report 2023/24 47

RESOLUTION OF DIRECTORS
DATED 18 JULY 2024 CONFIRMING THE CO-OPERATIVE STATUS OF LIVESTOCK

IMPROVEMENT CORPORATION LIMITED

RESOLVED THAT:

Livestock Improvement Corporation Limited

(Company) was registered as a Co-operative

Company under the provisions of the Co-operative

Companies Act 1996 (Act) on 1 March 2002.

In the opinion of the Board of Directors, the

Company has been a Co-operative Company from

that date to the end of the accounting year ended

31 May 2024.





The grounds for this opinion are:

1. The principal activity of the Company

involves supplying artificial breeding, herd

testing, herd recording and other services

to transacting Shareholders (as that term is

defined in section 4 of the Act). Accordingly,

the principal activity of the Company is, and is

stated in the Constitution of the Company as

being, a co-operative activity (as the term is

defined in section 3 of the Act); and

2. Not less than 60 percent of the voting rights

attached to shares in the Company are held

by transacting Shareholders.

Size of ShareholdingNumber of Shareholders* Shares Held% of Total

1 - 999613392,9360.27%

1,000 - 1,9998621,346,0900.91%

2,000 - 2,9998011,955,1411.32%

3,000 - 3,9995971,985,8651.34%

4,000 - 4,9998023,526,9032.39%

5,000 - 5,9994222,335,9681.58%

6,000 - 6,9993982,571,0871.74%

7,000 - 7,9993542,624,9011.78%

8,000 - 8,9994093,462,4972.34%

9,000 - 9,9992562,439,0071.65%

10,000 - 14,9991,05112,831,3168.69%

15,000 - 19,99967311,649,7877.89%

20,000 - 24,9993948,792,3725.95%

25,000 - 29,9992958,020,6785.43%

30,000 - 34,9991986,405,8614.34%

35,000 - 39,9991415,243,3813.55%

40,000 - 49,9991988,826,7155.98%

50,000 - 99,99927618,180,19212.31%

100,000 - 199,999608,095,3005.48%

200,000 - 299,999153,635,1712.46%

300,000 - 499,99962,320,4231.57%

500,000 - 999,99964,311,3942.92%

1,000,000 +1226,729,43518.10%

Spread of Shareholders as at 30 June 2024

(including treasury stock and nil paid shares)

*The number of Shareholders above is based on the number of separate/individual farms. The table below setting out the twenty largest

shareholdings, amalgamates Shareholders with multiple farms.

48 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Substantial
product holders

Number of

shares

Percentage

of shares

Date of

notice

Trinity Lands

Limited

7,328,9835.943%19/09/19

Peter James

McBride

7,329,5775.943%19/09/19

Key:

Number of shares = Number of quoted fully paid ordinary

shares in substantial holding at date of notice

Percentage of shares = Percentage of quoted fully paid

ordinary shares in substantial holding at date of notice

Credit Rating Status

LIC currently does not have a credit rating.

Substantial product holders

Based on substantial product holder notices

received by the Company from shareholders, as at

31 May 2024, the following parties were substantial

product holders of the Company:

LIC understands that Peter James McBride’s

substantial product holder disclosure is in relation

to financial products held by Trinity Lands Limited,

also disclosed above, and Crocodile Farm Limited.

Peter James McBride’s substantial product holding

notice states his interest arises because he has

the power to exercise, or to control the exercise of,

a right to vote attached to the financial products

held by Trinity Lands Limited and Crocodile Farm

Limited and has the power to acquire or dispose

of, or to control the acquisition or disposal of, the

same financial products held by Trinity Lands

Limited and Crocodile Farm Limited.

As noted above, these substantial product holder

notices were received on 19 September 2019. The

Company has not received any other substantial

product holder notice since that date.

Based on the Company’s records, as at 31 May

2024, no shareholder holds more than 5% of the

shares in the Company (comprising the only class

of quoted voting products of the Company). Where

a person holds a relevant interest in shares other

ShareholderShares held% of total shares

Trinity Lands Limited 7,315,625 4.95%

LIC Treasury Stock 5,337,584 3.61%

Kotare Futures Limited 3,025,000 2.05%

Sim Brothers Limited 2,539,162 1.72%

David Lockhart Easton & Anthea Clare Easton & RFH Trustees 2,168,220 1.47%

Melrose Dairy Limited 1,600,087 1.08%

Anglesea Agriculture Limited 1,517,203 1.03%

Cayuga Limited 1,226,843 0.83%

Robert Laurentius Johannes Bruin & Annemarie Bruin 1,098,423 0.74%

Kotare Pastoral Limited 1,063,942 0.72%

CIP Nominees No 1 Limited (Employee Share Scheme) 1,048,008 0.71%

Mangatarata Farms Limited 850,000 0.58%

Mark Braden Neil Dewdney & Anne Heather Dewdney & Victoria Ann Dewdney 785,471 0.53%

Christopher John Stark & Graham Carr 718,372 0.49%

DB Douglas Limited 646,956 0.44%

Pilsen 2021 Limited 616,944 0.42%

J D & R D Wallace General Partnership Limited 566,288 0.38%

Malrose Properties Limited 525,241 0.36%

Bishop Farms Oxford Limited 474,572 0.32%

Kaimanawa Farms Limited 443,502 0.30%

Laird Farm Limited 437,772 0.30%

Landcorp Farming Limited 419,540 0.28%

Twenty Largest Shareholdings as at 30 June 2024

(including treasury stock and nil paid shares)

Livestock Improvement Corporation Consolidated Annual Report 2023/24 49

than by virtue of being the legal holder of shares,
the Company may not be aware of that person’s

relevant interest and would be reliant on their

lodgement of a substantial product holder notice.

LIC notes that the disclosures made at the date of

the original notice are also available on nzx.com

under LIC’s announcements.

Donations

The Company made donations totalling $7,000

during the year ended 31 May 2024.

No political contributions are made by

the Company.

Non-Standard Listing

Livestock Improvement Corporation Limited has

been classified as a Non-Standard NZX Issuer

by the NZX, pursuant to NZX Listing Rule 1.18, by

reason of it being a Co-operative Company having

a Constitution which includes provisions having the

following effect:

The acquiring of Ordinary Shares is restricted

to New Zealand dairy farmers who derive an

income from the farming of dairy cows in New

Zealand, whose milk is supplied to a New Zealand

milk processor and who purchase qualifying

products and services from Livestock Improvement

Corporation Limited.


WAIVERS AND APPROVALS GRANTED BY NZX REGULATION LIMITED (NZXR)

On 29 August 2023, NZX Regulation Limited (NZXR) released an amended and restated waivers, rulings and

approvals decision in relation to the Company in respect of the following NZX Listing Rules:


1. A Ruling that treats the “Shareholding

Requirement” as defined in LIC’s Constitution

as the "Minimum Holding" requirement for LIC

for the purposes of the Listing Rules.

2. A Ruling to the extent that the definition of

“Renounceable” refers to a Right or an offer

of securities by LIC that is transferrable to any

person entitled to hold those securities under

the Constitution. This reflects the ownership

restrictions on shares, resulting from the co-

operative nature of LIC.

3. A waiver in respect of Rules 2.3.1 and 2.3.2, to

allow for the following aspects of the Company’s

corporate governance structure:

a) Director nominations for Elected Directors

by Ordinary Shareholders to be restricted

by region, as set out in clause 22.4(b) of

the Constitution and qualification, as set

out in Schedule 3 of the Constitution;

b) the nomination procedures for Appointed

and Elected Directors (including casually

appointed directors) as set out in

Schedule 3 of the Constitution;

4. A waiver in respect of Rule 3.13.1 to allow LIC

to release to the NZX details of the Nil Paid

Shares that have been converted into Fully

Paid Shares on a monthly basis, in the form as

required under Rule 3.13.1, on the first business

day of each month, aggregating the number

of Nil Paid Shares that have been paid up (if

any) in the preceding month.

5. A waiver from Rule 4.15.1 to allow LIC to provide

financial assistance to an Approved Holding

Entity, for the purposes of, or in connection

with, the acquisition of Equity Securities

issued, or to be issued, under the Voluntary

Investment Scheme .

6. A waiver in respect of Rule 6.2.4 to allow Nil

Paid Ordinary Shares to carry full voting rights.

Without this waiver, the Nil Paid Shares could

only carry voting rights in proportion to which

the Share is paid up.

7. A waiver in respect of Rule 6.6.1 to allow the

lien provision in clause 18 in the Constitution to

be read in place of this Rule.

8. An approval under Rule 8.1.6(b) to include the

following restrictions in the Constitution:

a) LIC is restricted in relation to the voting

securities that may be issued, as set out in

clause 3.2(b) of the Constitution, thereby

maintaining its co-operative structure;

b) ordinary shares in LIC may only be held by

or transferred to certain persons, as set out

in clause 3.2(c) of the Constitution;

c) ordinary shares in LIC shall not be held

or acquired for the benefit of any person

who is not a User, unless an exception is

provided, as set out in clause 3.2(d) of the

Constitution;

50 Livestock Improvement Corporation Consolidated Annual Report 2023/24

d) no person shall hold a relevant interest
in more than 5% of the total number of

ordinary shares in LIC on issue, as set out in

clause 6.3(a) of the Constitution;

e) LIC may require Users who have spent

in excess of the Minimum Purchase

Amount to compulsorily acquire sufficient

ordinary shares to meet the Shareholding

Requirement, as set out in clause 7.1 of the

Constitution;

f) LIC may require Users who no longer

spend the Minimum Purchase Amount

to compulsorily dispose of their ordinary

shares, as set out in clause 7.2 of the

Constitution; and

g) While the Dairy Industry Restructuring Act

2001 restricts voting rights in LIC, no person

can exercise, or control the exercise of,

more than 1% of the maximum number of

votes exercisable at any meeting of LIC, as

outlined at clause 20.4 of the Constitution.

DISCLOSURE OF FINANCIAL

ASSISTANCE AS REQUIRED UNDER THE

COMPANIES ACT 1993

A) Dividend Reinvestment Plan:

LIC proposes to provide financial assistance to

those Shareholders who elect to participate in the

Dividend Reinvestment Plan ("Dividend Plan") by

agreeing to pay to the Guardian Trust Company

of New Zealand Limited ("Guardian Trust"), as

the Approved Holding Entity, the services and

administration fees and brokerage and commission

costs incurred for the purposes of the Dividend

Plan. Craigs Investment Partners Limited ("Craigs")

has been appointed as the Broker to purchase

Ordinary Shares on the NZX market for the

purposes of the Dividend Plan, and the moneys

paid by LIC to Guardian Trust as Approved Holding

Entity will include the administration fee, brokerage

and commission costs of Craigs.

LIC is required to make disclosures to all

Shareholders in respect of this financial assistance.

The exact amount of the net costs depends upon

the extent to which Shareholders participate in the

Dividend Plan. However, the total amount of net

costs in the next twelve months is estimated to be

in the region of $15,000.

In relation to the financial assistance provided

for the Dividend Plan, the LIC Board resolved on

18 July 2024 that LIC should provide the financial

assistance referred to above (“Dividend Plan

Financial Assistance”), for the period of 12 months

commencing 10 working days after sending this

disclosure to Shareholders, and that the giving of

the Dividend Plan Financial Assistance is in the best

interest of LIC and is of benefit to Shareholders

not receiving that financial assistance; and that

the terms and conditions under which the Dividend

Plan Financial Assistance is given are fair and

reasonable to LIC and to the Shareholders not

receiving that financial assistance. The grounds for

the Board’s conclusions are:

a) The Dividend Plan Financial Assistance

enables LIC to provide Shareholders with an

efficient means of acquiring additional Shares

in LIC without incurring transaction costs which

they would otherwise incur;

b) The Dividend Plan Financial Assistance is

available to all eligible Shareholders, giving

equal opportunity to participate in the benefits

of the Dividend Plan;

c) The additional Shares will be acquired by

Craigs through on-market transactions, or the

issue of Shares from treasury stock.

d) Shareholders who do not participate will not

be diluted or otherwise disadvantaged as

no new Shares are being issued under the

Dividend Plan;

e) Participating Shareholders will pay no greater

than the higher of:

i) the volume-weighted average price of

shares trading on the NZX market during

the 20 Business Days prior to the date that

the Board determines to issue shares from

treasury stock; and

ii) the average price paid by Craigs on behalf

of Participants for on-market acquisitions.

f) The Dividend Plan will enhance the liquidity in

the market for the Shares, providing a more

liquid market for both participating and non-

participating Shareholders wishing to trade in

LIC Shares;

g) The Dividend Plan enables LIC to offer

Shareholders a mechanism to reinvest

dividends in Shares without resulting in

unnecessary new capital being raised through

the issue of new shares; and

Livestock Improvement Corporation Consolidated Annual Report 2023/24 51

h) The amount of Dividend Plan Financial
Assistance is minimal in comparison to the

benefits arising out of the Dividend Plan for

Shareholders and LIC.

B) Voluntary Investment Scheme:

LIC proposes to provide financial assistance to

those Directors and Senior Managers who are

eligible and elect to participate in the Voluntary

Investment Scheme ("Investment Scheme") by

agreeing to pay to the Guardian Trust Company

of New Zealand Limited ("Guardian Trust"), as

the Approved Holding Entity, the services and

administration fees and brokerage and commission

costs incurred for the purposes of the Investment

Scheme. Craigs has been appointed as the Broker

to purchase Ordinary Shares on the NZX market for

the purposes of the Investment Scheme, and the

moneys paid by LIC to Guardian Trust as Approved

Holding Entity will include the administration fee,

brokerage and commission costs of Craigs.

LIC is required to make disclosures to all

Shareholders in respect of this financial assistance.

The exact costs depends upon the extent to which

eligible Directors and Senior Managers participate

in the Investment Scheme. However, the total costs

in the next twelve months is estimated to be in the

region of $11,000.

In relation to the financial assistance provided for

the Investment Scheme, the LIC Board resolved on

18 July 2024 that LIC should provide the financial

assistance referred to above (“VIS Assistance”),

for the period of 12 months commencing 10

working days after sending this disclosure to

Shareholders, and that the giving of the VIS

Assistance is in the best interest of LIC and is of

benefit to Shareholders not receiving that financial

assistance; and that the terms and conditions

under which the VIS Assistance is given are fair

and reasonable to LIC and to the Shareholders not

receiving that financial assistance. The grounds for

the Board’s conclusions are:

a) The VIS Assistance enables LIC to provide

eligible Directors and Senior Managers a

means of acquiring additional shares in LIC

through a fixed trading plan, given the risk

they will often be information insiders, and

without incurring transaction costs which they

would otherwise incur;

b) The additional shares will be acquired by

Craigs either through on-market transactions

or the issue of Shares by LIC from treasury

stock. Participating Directors and Senior

52 Livestock Improvement Corporation Consolidated Annual Report 2023/24

Managers will pay the average NZX market
price paid by Craigs on market for those

Shares.Participating Directors and Senior

Managers will pay a uniform price in relation

to a season.

c) Participating Directors and Senior Managers

will pay a uniform price in relation to a season.

d) The Investment Scheme will enhance the

liquidity in the market for the Shares, providing

a more liquid market for both participating

Directors and Senior Managers and non-

participating Shareholders wishing to trade in

LIC shares; and

e) The Investment Scheme enables LIC to offer

eligible Directors and Senior Managers a

mechanism to invest in LIC Shares without

resulting in unnecessary new capital being

raised through the issue of new shares.

f) The amount of financial assistance is minimal

in comparison to the benefits arising out of the

Investment Scheme for participating Directors

and Senior Managers, non-participating

Shareholders and LIC.

C) LIC Employee Share Scheme:

LIC proposes to provide financial assistance to

those employees who elect to participate in the

LIC Employee Share Scheme (“Employee Scheme”)

which from the 1 April 2011 has been managed by

Craigs, with Custodial Services Limited acting as

custodian. LIC proposes to pay the Manager's

and Custodian's fees and expenses (including

brokerage). The amount of the fees will depend on

how many employees participate in the Employee

Scheme and the level of their contributions.

However, it is estimated that the total fees in the

next twelve months will be in the region of $22,000.

In relation to the financial assistance provided

for the Employee Scheme, the Board of LIC

resolved on 18 July 2024 that LIC should provide

the financial assistance referred to above

(“Employee Scheme Assistance”) for the period of

12 months commencing 10 working days after the

date of sending this disclosure to Shareholders,

and that the giving of the Employee Scheme

Assistance is in the best interests of LIC, and

is of benefit to Shareholders not receiving that

financial assistance; and that the terms and

conditions under which the Employee Scheme

Assistance is given are fair and reasonable, to

LIC, and to the Shareholders not receiving that

financial assistance. The grounds for the Board’s

conclusions are:

a) The Employee Scheme is a valuable addition

to the benefits available to the employees

of LIC and will assist in retaining them as

valuable staff;

b) The Employee Scheme is a method of aligning

the interests of employees with the interests

of Shareholders and is an effective means

of motivating future performance of the

employees;

c) Shareholders will not be diluted or otherwise

disadvantaged as no new Shares are being

issued under the Employee Scheme;

d) The additional shares will be purchased

through Craigs at the market price.

e) The Employee Scheme will enhance the

liquidity in the market for the Shares, providing

a more liquid market for Shareholders wishing

to trade in LIC Shares;

f) The amount of financial assistance is minimal

in comparison to the benefits arising out of the

Employee Scheme for Shareholders and LIC.

Livestock Improvement Corporation Consolidated Annual Report 2023/24 53

605 Ruakura Road
Newstead 3286

Hamilton

New Zealand

07 856 0700 | lic.co.nz

---

There's always room for improvement
Livestock Improvement Corporation Limited (LIC or the Co-operative)

Climate Statements

For the year ended 31 May 2024

About these Climate Statements
As a large listed issuer on the New Zealand Stock Exchange (NZX), LIC is a

Climate Reporting Entity (CRE). The scope of the LIC reporting entity includes

all subsidiaries and aligns to the scope used for LIC’s consolidated financial

statements included in LIC’s Annual Report 2024, available here www.lic.co.nz/

shareholders/financial-results-announcements/. This is LIC’s first set of Climate

Statements prepared under the External Reporting Board’s climate-related

disclosure reporting framework. The Climate Statements are for the year ended 31

May 2024 and have been reviewed by LIC’s Board of Directors.

This initial report is the start of LIC’s climate reporting journey as we continue

to integrate climate change considerations into governance, strategy and risk

management processes. The disclosures comprising this climate statement comply

in all respects with Aotearoa New Zealand Climate Standard 1, Climate-related

Disclosures (NZ CS 1), in conjunction with adoption exemptions (and applicable

conditions for relying on those adoption exemptions) available under Aotearoa

New Zealand Climate Standard 2, Adoption of Aotearoa New Zealand Climate

Standards (NZ CS 2), and are presented in accordance with Aotearoa New

Zealand Climate Standard 3 (NZ CS 3), General Requirements for Climate-related

Disclosures (together the NZ CS). For example, information is disclosed in the

report where it is considered to be material, as defined in NZ CS 3, namely that

“information is material if omitting, misstating or obscuring it could reasonably be

expected to influence decisions that primary users make on the basis of an entity’s

climate-related disclosures”. Primary users are defined as LIC’s current and future

farmer shareholders, lenders and other creditors.

NZ CS 2 recognises that it may take time to develop capability to produce high-

quality climate-related disclosures. LIC has adopted certain exemptions available

under NZ CS 2 for this first report:

−Adoption provision 2, paragraph 12: Anticipated financial impacts of climate-

related risks and opportunities reasonably expected by the entity, NZ CS 1

paragraphs 15(b), 15(c) and 15(d);

−Adoption provision 3, paragraph 15: Transition plan aspects of LIC’s strategy,

NZ CS 1 paragraphs 16(b) and 16(c). Refer to page 25 for a description of LIC’s

progress towards developing transition plan aspects of our strategy;

−Adoption provision 4, paragraph 17: Scope 3 greenhouse gas (GHG) emissions, NZ

CS 1 paragraph 22(a)(iii);

−Adoption provision 5, paragraph 18: Comparatives for Scope 3 GHG emissions, NZ

CS 1 paragraph 40;

−Adoption provision 6, paragraph 20: Comparatives for metrics, NZ CS 1

paragraph 40; and

−Adoption provision 7, paragraph 22: Analysis of trends, NZ CS 1 paragraph 42.

Approved on behalf of the Board on 21 August 2024

DirectorDirector

LIC Climate Statements

2

Disclaimer
These Climate Statements contain forward-looking statements, including climate-

related metrics, climate scenarios, climate-related risks and opportunities,

estimated climate projections, targets, assumptions, forecasts, and statements of

LIC’s future intentions.

This document reflects LIC’s best estimate and current understanding of future

climate-related events, risks, opportunities, impacts and strategies as at 21 August

2024, the date of publication. LIC has sought to provide accurate disclosures as at

publication. Given the novel and developing nature of the information contained

in these Climate Statements, as well as the inherent uncertainty of the subject

matter, “accurate” does not entail certainty of outcome. It means that LIC has

undertaken appropriate measures and implemented adequate controls such that

the information presented is believed to be free from material error or misstatement

and is otherwise fairly presented.

LIC cautions that forward-looking statements are not facts, but rather estimates

and judgements regarding future results that are based on current estimates,

and on current views of LIC which may be subject to change, and are necessarily

subject to risks, uncertainties and/or assumptions. Estimates may prove to be

incorrect due to unforeseen risks and general uncertainties of the business and

environment we operate in, as well as due to the inherent uncertainty in the future

impacts of climate change on our business and the dairy sector. LIC has used its

best efforts to provide a reasonable basis for forward-looking statements but is

constrained by the novel and developing nature of this subject matter. Climate-

related forward-looking statements may therefore be less reliable than other

statements LIC may make in its external reporting.

Descriptions of the qualitative and quantitative current and anticipated impacts

and current financial impacts of climate change draw on and/or represent

estimated figures only and have been developed using methodologies currently

considered by LIC to be the most suitable. They are necessarily subject to risks,

limitations, uncertainties and/or assumptions and change. In particular, the risks

and opportunities described in this document, and the target emissions reductions,

may not eventuate or may be more or less significant than anticipated. There are

many factors that could cause LIC’s actual results, performance, or achievement of

climate-related metrics (including targets) to differ materially from that described,

including economic and technological viability, as well as climate, government, and

market factors outside of LIC’s control.

These Climate Statements, including any financial information included, have not

been subject to an external audit or independent assurance.

Nothing in this report should be interpreted as an offer of interests in financial

products or earnings, capital growth, or any other legal, financial, tax, or other

advice or guidance.

To the greatest extent possible under New Zealand law, LIC expressly disclaims all

liability for any direct, indirect or consequential loss or damage arising directly or

indirectly out of the use of or inability to use, or the information contained within,

these Climate Statements.

For the year ended 31 May 2024

3

LIC Climate Statements
4

Contents
INTRODUCTION 6

GOVERNANCE 7

STRATEGY 11

BUSINESS MODEL AND STRATEGY 11

CLIMATE

-

RELATED RISKS AND OPPORTUNITIES AND DECISION MAKING 13

CURRENT CLIMATE

-

RELATED IMPACTS 14

SCENARIO ANALYSIS 16

CLIMATE

-

RELATED RISKS AND OPPORTUNITIES 21

TRANSITION PLANNING 25

RISK MANAGEMENT 26

METRICS AND TARGETS 28

APPENDIX 34

GHG EMISSIONS METHODS, ASSUMPTIONS AND ESTIMATION UNCERTAINTY 34

For the year ended 31 May 2024

5

Introduction
LIC is a New Zealand dairy farmer-owned co-

operative and a leader in pasture-based dairy

genetics and herd management. We exist to deliver

superior genetics and technological innovation to

help our shareholders farm profitable and sustainable

animals. This is even more relevant to farmers today

given the growing climate challenges we’re facing.

Who we are and what we do has never been more

important for Kiwi farmers, our sector and New

Zealand as our future depends on protecting the

natural environment. The dairy sector needs to

continue to evolve, for climate change and because of

it, to retain ongoing market access.

At LIC, we are committed to reducing the emissions

of our business. LIC has previously set emissions

reduction targets based on science-aligned

methodologies using SBTi (Science Based Target

initiatives) tools and guided by the biogenic methane

emissions reduction target in the Climate Change

Response Act 2002, with the intention of reducing our

greenhouse gas (GHG) emissions and contributing

proportionately to the efforts to limit the global

average temperature increase to 1.5°C above pre-

industrial levels. While we have been working hard on

reducing emissions, the organisation is currently in the

process of reviewing our emissions reduction targets

and corresponding base year calculation to ensure

that they are appropriate given the challenges the

sector is currently facing with a lack of sufficient novel

technology and innovation being available to achieve

the targeted emissions reduction, as well as to reflect

LIC’s unique role in assisting the New Zealand dairy

sector to drive down methane emissions. This means

that the targets and base year calculations may

change, and current disclosures should be considered

with that in mind.

The physical effects of climate change are

already intensifying and becoming more common,

demonstrating the need for our business to be flexible

and resilient in providing critical on-farm services to

our farmer shareholders. Climate-related transition

risks also present a potential challenge, including the

risk of regulation and legislation change, impacts of

innovation and maintaining dairy sector reputation

and market access. LIC’s business is largely driven

by the size of the national dairy herd, which has been

reducing over time and may continue to reduce in

response to climate-related transition risk pressures.

If the dairy sector is milking fewer cows, those cows

need to be better ones. This creates a climate-related

opportunity for LIC to help farmers identify and breed

from their more efficient and profitable cows. Using

our genetic data relating to the national dairy herd,

LIC has been able to model the genetic potential

enteric methane emissions relative to milk solids

production, indicating an improved trend over recent

years attributable to better genomic selection.

LIC recognises the importance of identifying

climate-related potential scenarios in a consistent

and comparable way within the dairy sector. To

this end, our Chief Executive was a member of the

Leadership Group that developed the Aotearoa

Circle’s Agriculture Sector Climate Change Scenarios.

1


Building on these scenarios, we have adapted the

three possible future sector scenarios to LIC’s specific

circumstances to better understand our climate-

related risks and opportunities. These scenarios are

not predictions of the future, rather they challenge

us to consider our strategy and business model

under plausible socio-economic, technological,

environmental, and political futures. These insights

can help us build resilience, prepare for potential risks

and uncertainties, and identify opportunities to lead

the way in innovation and herd improvement.

1

Aotearoa Circle Agriculture Sector Climate Change Scenarios

LIC Climate Statements

6

Governance
Figure 1

Governance Body

LIC Board of Directors (the Board)

Audit Finance & Risk

Committee

People & Culture

Committee

Climate Governance at LIC

LIC Board of Directors

The primary responsibility of the Board in relation to risk management is to

ensure that it develops a clear understanding of the fundamental risks and

rewards implied under LIC’s business model and strategy, overseeing and holding

management accountable and setting appropriate risk appetite for LIC. As part

of their governance duties, our Board has visibility and oversight of sustainability

and climate-related risks and opportunities. The Board approves and is ultimately

responsible for our overall climate strategy, material initiatives, frameworks, targets,

metrics, and policies.

The Board monitors progress against and oversees achievement of climate-related

metrics and targets. Governance responsibility in relation to climate has been kept

at the full Board level at this stage, although the Audit, Finance and Risk Committee

(AFRC) oversees elements of climate-related risk, and the People & Culture

Committee has the responsibility for terms of remuneration of the Chief Executive

and oversees People policies (for more information in relation to how metrics and

targets are included in remuneration policies, refer to the Metrics and Targets section

of these climate statements).

LIC’s commitment to managing the environmental impact of our products,

services, and work activities, enhancing our environmental performance and

achieving continual improvement, including in relation to our farmer shareholders,

is documented in an Environmental Policy, which is approved by the Board every

two years.

During the reporting period, the Board held ten meetings. Climate-related risks,

opportunities and/or reporting requirements were discussed at seven of those

meetings. The AFRC held six meetings during the reporting period. Climate-related

risks and/ or reporting requirements were discussed at all of those meetings.

More information on our Board and Board committees can be found in our Annual

Report 2024

2

.

2

LIC’s Annual Reports are available at www.lic.co.nz/shareholders/financial-results-announcements/

Management

LIC Senior Leadership Team (SLT)

SLT members with specific climate responsibilities

Chief

Executive

Officer

Chief People

Officer

Chief

Scientist

Chief

Financial

Officer

Other management roles with specific climate-related responsibility

General

Counsel

Health, Safety

& Environment

Manager

Senior

Environmental

Advisor

Group

Financial

Controller

Representatives

from each LIC

business unit

Environment & Sustainability Management Committee, also includes

Chief People Officer & Chief Scientist

For the year ended 31 May 2024

7

The Board’s oversight of climate-related risks and opportunities (Table 1):
Processes and frequency by which the Board

is informed about climate-related risks and

opportunities

Climate-related transition and physical risks and opportunities were discussed with the Board in May 2023 and further

workshopped in March 2024. The Board endorsed the approach of climate risk being a sub-category risk in LIC’s risk

management tool as it impacts more than one of LIC’s key risk areas. Updates on LIC’s key risk areas (including, where

identified, climate-related risks) are presented at each meeting of the Audit, Finance and Risk Committee. Progress

on material climate-related opportunity initiatives is reported by management to the Board at every meeting through

traffic light reporting and individual papers where relevant. As implementation of climate-related reporting is still in

the early stages, full climate-related risk and opportunity information has been discussed with the Board at multiple

meetings during the reporting period. Management is developing regular reporting for material climate-related risks

and opportunities, with an update being provided to the Board at every Board meeting.

How the Board ensures that appropriate skills and

competencies are available to provide oversight

As part of the Director election process, skills are considered including Sustainability on Farm, which includes climate

change expertise related to the dairy sector. Our Board Chair is a member of Fonterra’s Sustainability Advisory Panel,

and another Director is also a Director on Fonterra’s Board and a member of Fonterra’s Sustainability & Innovation

Committee. Other Directors and members of management have taken individual responsibility for increasing their

climate capability through attending relevant conferences and courses and climate-related matters are being

considered in planning Director development. Management recruitment has included experts in GHG emissions and

environment advice, and management have worked with the Board on ensuring that compliance requirements are

well understood.

The Board Chair and Chair of the People & Culture Committee work with the Chief People Officer on a forward program

of development for the Board and individual directors, which includes developing climate-related competency.

How the Board considers climate-related risks and

opportunities when developing and overseeing

implementation of strategy

Material climate-related risk and opportunity initiatives are considered as part of the annual planning and budgeting

process. For example, this year’s capital budget included installation of solar panels at Head Office and the R&D

operational budget included expected spend on climate-related opportunity initiatives. Moreover, LIC’s strategy

includes Environment and Sustainable Co-op as key pillars. Material investments are presented separately to the Board

for budget approval.

For further information in relation to LIC’s climate-related risk and opportunity initiatives, refer to section titled

“climate-related risks and decision making” in the strategy section of this climate statement.

How the Board sets, monitors progress and oversees

achievement of metrics and targets

GHG emissions targets, results and progress relative to the baseline year are presented to the Board annually and

the Board discusses further initiatives, metrics, or targets that may be required based on those results and progress.

Environmental Strategy and Energy Strategy documents are also reviewed by the Board. Progress on material climate-

related risk and opportunity initiatives are reported on as part of Board traffic light reporting by the Chief Executive and

regular reporting outside of traffic light reporting is also being established.

For further information in relation to the metrics and targets that LIC currently has in place and whether these are

incorporated into remuneration policies, refer to the metrics and targets section of this climate statement.

LIC Climate Statements

8

LIC Senior Leadership Team
Day-to-day management of risks and opportunities within the Co-operative is

delegated to members of LIC’s Senior Leadership Team (SLT) and other senior

leaders, as shown in Table 2 and Figure 2. While the wider SLT monitors and

discusses climate-related risks and opportunities and endorses content to go to

Board meetings, the members identified in Table 2 have significant responsibilities

related to climate-related risks and opportunities.

The SLT meets fortnightly, with quarterly strategy offsites, and those meetings

have included a range of environmental topics since the beginning of the reporting

period, including: updates on environment and sustainability, climate reporting,

Environment and Sustainability Strategy 2024-2027, Energy Strategy 2024-2030.

The Environment and Sustainability Management Committee (ESMC) includes

two SLT representatives, meets quarterly and focusses on identifying and driving

environmental risks and opportunities for improvement across the business.

Any new climate-related risks raised can be integrated into LIC’s risk tool for

assessment and control and/or mitigation identification and material risks would

then form part of management discussions and AFRC reporting.

SLT members with specific climate-related responsibilities (Table 2):

Chief Executive Officer• Responsible for managing and delivering the Co-op’s

strategy and performance

• Responsible for management of climate-related risks

and opportunities

• Attends all Board and sub-committee meetings

Chief People Officer• Oversees Environmental Policy, environment

strategic plans, GHG data management and

reporting

• Attends ESMC

• Attends People & Culture Committee

Chief Scientist• Oversees climate-related R&D initiatives

• Attends ESMC

Chief Financial Officer• Aligns LIC’s reporting on climate-related risks and

opportunities with NZ CS

• Considers financial implications of climate-related

risks and opportunities in financial planning, capital

allocation and financial reporting

• Oversees Sustainability Reporting

• Attends Board and AFRC meetings

For the year ended 31 May 2024

9

Other management roles with climate-related responsibility (Figure 2):
Environment & Sustainability Management Committee, also includes Chief People Officer & Chief Scientist

General Counsel

Health, Safety &

Environment Manager

Senior Environmental AdvisorGroup Financial Controller

Representatives from each LIC

business unit

Oversees sustainability and

climate-related legal risk.

Attends Board meetings, where

required attends subcommittee

meetings. Monitors upcoming

legislative change and reports

potential impacts to AFRC.

Drives compliance with

environment legislation,

development and execution of

environment policy and strategy,

oversees GHG reporting, Chairs

ESMC.

Drafts, implements and

maintains environment policy,

systems and strategy, manages

GHG data gathering and

reporting, facilitates ESMC

and works with business unit

members on initiatives.

Oversees climate and

sustainability reporting,

considers financial implications

of climate-related risks and

opportunities in budgeting and

financial reporting. Attends

AFRC, presents to Board on

climate and sustainability

reporting.

Employees passionate about

driving continuous improvement

to reduce waste and reduce our

environmental impact.

−LIC’s Transformation Office reporting tool categorises environmental initiatives to enable

centralised reporting of all relevant environmental or sustainability initiatives

−LIC’s Investment Committee considers requests for funding and approves the internal emissions

price: business cases for initiatives are required to include any environmental considerations

and a monetary impact if GHG emissions are estimated to be impacted by more than 10 tCO

2

-

equivalent emissions per year

−LIC’s R&D team includes scientists with relevant skills and experience working on climate-related

opportunities

LIC Climate Statements

10

Business Model
LIC is a New Zealand dairy farmer-owned co-

operative and LIC shares are listed on the NZX. To be

a shareholder in LIC, you have to farm dairy cows in

New Zealand, supply a New Zealand milk processor

and buy a minimum amount of qualifying products

and services from LIC every season. As a farmer-

owned co-operative, all of our profit is returned to our

farmer shareholders in dividends or reinvested into

new solutions and research and development (R&D).

LIC’s headquarters are in the Waikato, along with

laboratories, herd testing facilities, a dairy farm and

bull farms. Additional bull farms are in the Central

North Island. Herd testing and artificial breeding

depots are located throughout the North and

South Island.

LIC’s principal activities are carried out in New

Zealand, including artificial breeding products and

services, herd testing of milk samples, DNA testing,

animal health testing, herd management software,

on-farm support and consultants, sale of heat

detection and animal tag products and research and

development (R&D).

The majority of LIC’s customers are dairy farmers,

or professionals such as vets providing our services

to dairy farmers. LIC is structured to best support

farmers and our operational teams to effectively

supply products and services to customers, which

results in a significant volume of vehicle travel to dairy

farms in rural areas. For artificial breeding products

and R&D purposes, LIC owns or oversees a large

volume of elite bulls, a dairy herd and trial animals.

LIC has smaller business operations in Australia, UK

and Ireland, mainly for the purpose of selling artificial

breeding products collected in New Zealand, and

owns a small business manufacturing bovine heat

detection products in Australia.

Strategy

3

Home - Pathways to Dairy Net Zero

Strategy

The Board is responsible for setting the strategy of

LIC and monitoring delivery against that strategy,

recognising the company’s economic, environmental

and social responsibilities. In 2021 the Board refined

LIC’s business strategy and purpose: to deliver

superior genetics and technological innovation

to help farmer shareholders sustainably farm a

profitable animal. Value for farmer shareholders is at

the heart of our strategy (Figure 3).

Our strategy makes three commitments to our

farmer shareholders: operational excellence, faster

genetic improvement and software reliability and

performance. Faster genetic improvement specifically

commits to having farmers’ backs when it comes to

helping them meet the environmental challenges

we face as a sector, in particular through animal

efficiency and methane mitigation.

In October 2021, LIC pledged its support for ‘Pathways

to Dairy Net Zero’

3

, a global initiative which aims to

accelerate climate change action and reduce GHG

emissions across the dairy sector.

Our three-year plan (which runs to 31 May 2027)

includes climate-related initiatives, some of which will

bring long-term genetic benefits - the most significant

impact we can make is through helping farmers to

reduce the environmental footprint of the national

dairy herd. Working with dairy farmers, including

via processors such as Fonterra, to help farmers

accelerate their herd improvement is important to

help the sector to reduce its overall emissions.

For the year ended 31 May 2024

11

Our Farmers
Deepen our understanding

of the current and future

needs of all of our farmers.

Animal

Most sustainable &

efficient animal. Highest

value products.

Data & Digital

Modernising the

animal data & digital

capabilities.

Innovation

Research &

development.

Responsive innovation.

LIC’s strategy (Figure 3)

LIC is running a number of long-term trials, resulting in

a significantly higher volume of trial animals included

in our biogenic methane emission results compared

to our 2018/19 emissions base year. This will likely

continue while there are still opportunities identified

to reduce emissions through genetic improvement

requiring a R&D focus, or other areas of genetic

improvement needed within the dairy sector.

As a result, LIC’s own Scope 1 biogenic methane

emissions may not reduce until we have advanced

the work to help the national dairy herd to reduce

methane emissions and we are currently reviewing

this target to ensure that it reflects likely progress

of R&D initiatives over time. Improving genetics

is a long game, but we are confident that our

initiatives will result in benefits to the sector through

more emissions-efficient, heat tolerant and more

productive animals.

Although LIC is committed to ongoing reduction of

emissions, we recognise that new technologies will be

required to further reduce our emissions out to 2050,

creating uncertainty around how we will continue to

reduce emissions without using some form of carbon

credit offset in future. For example, much of LIC’s

vehicle travel is over long distances in rural areas so

feasible alternatives to diesel-fuelled utes and light

trucks will be critical, as well as lower emission fuelled

air travel.

LIC Climate Statements

12

Climate-related risks and opportunities and decision making
Climate-related risks fall into two main categories: physical and transition risk

factors. These have the potential to affect LIC’s entire business, including through

impacts of those factors on our dairy farmer customers, and are taken into account

as an input to LIC’s internal capital deployment and funding decision-making

processes, along with climate-related opportunities, as described below.

Physical risk

Physical risk factors are those related to the impacts of the changing climate and

can be further categorised as acute or chronic:

−Acute risk factors are those related to more frequent and intense extreme climate

events such as heatwaves, droughts, bushfires, floods and storms; and

−Chronic risk factors are those related to gradual changes in climatic conditions

such as increasing temperatures, changes in precipitation patterns and sea-

level rises.

Transition risk

Transition risk factors are those related to the process of transitioning towards a

climate-resilient and lower emissions society where transition pathways may vary

and can be further categorised as arising from these changes:

−Policy changes, including policies and regulations impacting both the broad

economy as well as those impacting the dairy sector;

−Innovation changes, including developments in farming practices and alternative

proteins; and

−Market and reputation changes, such as shifts in consumer preferences or

market access impacts.

The number of cows in the national herd is a key assumption considered as part

of LIC’s strategic planning process and underpins our expected five-year activity

level in relation to product sales. In addition, the biggest asset on LIC’s balance

sheet is our bull team. There is a complex, inter-related mix of factors impacting

the number of cows (including climate-related risks and opportunities), such as

challenges with succession planning on farm, farmers seeking to diversify their

operations, changing land use, volatility of milk price and the high cost of capital

for new entrants. Seasonal milk prices are an additional key assumption: a low milk

price can generally result in lower levels of activity with farmers seeking to reduce

costs. The risk of low milk price could be increased by climate-related factors, such

as market or reputation transition risk, but can also have an inverse relationship.

Where weather conditions contribute to global supply being lower than demand,

milk price could be stronger.

LIC’s Investment Committee has set an internal emissions price to be used as a

tool to calculate a financial impact when considering climate-related opportunity

or risk initiatives. The results factor into capital investment decisions to ensure

that decarbonisation opportunities are considered in a similar way to any other

initiative. The financial analysis template LIC uses for considering costs and

benefits of proposed initiatives, including climate-related risks or opportunities, has

been updated to include a financial impact of GHG emissions reduction using the

internal emissions price. Where an initiative will change LIC’s GHG Scope 1 or Scope

2 emissions by more than 10 tCO

2

-equivalent per year, the business is required to

include a GHG monetary impact factor in the financial analysis.

In 2023 we went through a process to identify the most material physical and

transition climate-related risks relevant to LIC and ensured that those risks were

included in LIC’s risk register. After discussion with management, AFRC and the

Board decided that climate-related risk should be represented as a sub-category

risk in LIC’s risk management tool. This was on the basis that there are a range of

different climate-related risks that impact more than one of LIC’s key risk areas,

enabling risk appetite for the different types of climate risk to continue to be set for

those overarching key risk categories, and to be factored into capital deployment

and funding decision-making.

LIC’s material climate-related risks and opportunities are detailed on page 21.

For the year ended 31 May 2024

13

Current climate-related impacts
Current climate-related physical impacts

While the effects of climate change are expected to intensify over the coming decades, a number of impacts are already being observed.

Seasonal impacts are becoming more frequent, although not all climate events or impacts experienced translate into material impacts for LIC.

ImpactDescription of impactCurrent financial impacts

Drought or dry summer

conditions

Dry conditions in some areas may have

caused early dry-off of cows. Early dry-off

impacts LIC’s activity levels, for example

cancelled herd testing of milk.

It is not possible to identify any lost revenue in the reporting period that is

specifically attributable to drought or summer conditions exacerbated by

climate change, as farmers may have had multiple reasons for cancelling

a product or service, including lower milk price or the cost of feed

outweighing the benefits of extra days in milk.

Weather eventsExtreme weather events caused disruption

to LIC production and services, damage

to LIC assets and disrupted farmer

operations, resulting in cancellation or

delay to LIC services. For example, South

Island flooding impacted some farmers

during September 2023.

Weather events during the period were sufficiently temporary to not

materially impact LIC services provided on farm or result in a material

financial impact for LIC but are nevertheless material impacts in that they

indicate a trend of extreme weather and accordingly have an influence

on LIC’s planning for its exposure to this risk on an ongoing basis.

In the previous year, there was a $0.15m claim for repairs relating to

a lightning strike on 29 January 2023 which occurred at the end of

the Auckland Anniversary weather event. This caused damage to an

electrical board that managed LIC’s fire protection systems at the head

office building. The claim was paid out in the current reporting period.

Current climate-related transition impacts

ImpactDescription of impactCurrent financial impacts

Legislation and

regulation

• LIC is impacted by regulatory change and uncertainty in NZ relating

to climate policy, as well as general emissions reduction policies

• Resources allocated to collate data, perform analysis, prepare and

review Climate Statements

$0.1 million

Excludes employee time

LIC Climate Statements

14

ImpactDescription of impactCurrent financial impacts
Efforts to reduce

LIC’s emissions or

reduce environmental

impact risk

• Installation of more than 480 solar panels at Hamilton head office to

reduce LIC’s energy emissions

• Ongoing transition of vehicles to electric vehicles (EVs) and hybrids to

further reduce LIC’s fuel emissions

• Further additions to LIC EV charging station network

• Ongoing discussions with suppliers to reduce waste, increase

recycling, improve efficiency and access to emissions data

• Other asset replacements to reduce climate impacts

• Resources allocated to update Environmental Strategy and prepare

Energy Strategy

$0.6 million

Not all costs are able to be separately

identified (such as electricity supply for EV

charging stations, change in costs solely

due to electrification of vehicle fleet),

excludes employee time

Investments in climate-

related research

• Continued investment in climate-related opportunity research

projects to assist farmers to reduce emissions or adapt to climate-

change through improved genetics in future, including methane

validation trials and a heat tolerance breeding program.

$1.6 million (excludes external funding)

Although R&D time is captured, this is not

used to create separate financial records

for all initiatives

Climate change training• External training on climate statement requirements for relevant

employees, education sessions on potential impact of

climate-change risks on the dairy sector for employees

• Ongoing discussions with our dairy farmer customers on how

improvement to herd genetics can assist in decreasing

emissions intensity

• LIC runs a sustainability survey annually to gather information from

employees on flexible working and commuting patterns to gather

data for estimating Scope 3 employee commuting emissions. The

survey is also designed to understand the level of awareness across

our employees of LIC’s environmental disclosures, policies and

procedures, as well as to seek feedback from employees. There was

good engagement on our 2024 survey, with a 41% response rate.

No identifiable additional cost in the period

For the year ended 31 May 2024

15

Scenario analysis
The Aotearoa Circle Agriculture Sector Scenarios

4

were used as the foundation for

developing LIC’s climate-related scenarios for this report. The sector scenario work

programmes led by the Aotearoa Circle have been influential in bringing together

sectors across New Zealand to support climate reporting entities and encourage

greater comparability of reporting.

LIC’s scenario analysis process involved engagement and governance at a number

of levels of the organisation:

−Chief Executive and another SLT member engagement with the Aotearoa Circle in

developing the Agriculture Sector Scenarios

−Analysis and input from key management resources

−Reviews and discussion at both SLT and Board level

−Final approval of outputs at Board level

LIC did not enlist the help of external partners and no external stakeholders were

involved, with the exception of elected directors, who are farmer shareholders

in LIC. LIC intends to seek the views and input of external stakeholders in future

reporting periods when reporting processes are more developed.

LIC determined that the Aotearoa Circle Agriculture Sector Scenarios

4

were

the most relevant and appropriate starting point because they have been

created specifically for agribusinesses operating in New Zealand’s agricultural

sector, including LIC. Moreover, the scenarios were aligned to the temperature

requirements in NZ CS 1, including to have a 1.5 degree scenario, a 3 degree or

greater scenario, and a third climate-related scenario. The Aotearoa Circle created

three climate scenarios for the sector, which help meet the prescribed temperature

scenarios as set out in NZ CS 1:

−Orderly, temperature rise limited to 1.5°C (mandated)

−Disorderly, temperature rise limited to 2°C

−Hothouse, temperature rise increases past 3°C (mandated)

Scenario analysis is the process of exploring how an entity might perform under

a range of plausible futures. In a world of uncertainty, scenario analysis is meant

to challenge ‘business as usual’ assumptions. Climate-related scenario analysis

does not predict the future, but rather provides a range of hypothetical outcomes

to enable an entity to better assess how physical and transition risks and

opportunities associated with climate change could impact its operations.

Scenario narratives

Climate-related scenario narratives are plausible, challenging descriptions of

how the future may unfold and provide the parameters in which an entity conducts

scenario analysis to test overall strategic resilience based on a coherent and

internally consistent set of assumptions about key driving forces and relationships

covering both physical and transition risks in an integrated manner. Climate-

related scenarios are not intended to be probabilistic or predictive, or to identify

the ‘most likely’ outcome(s) of climate change. They are intended to provide an

opportunity for entities to develop their internal capacity to better understand

and prepare for the uncertain future impacts of climate change. Accordingly, all

outcomes described in our climate-related scenarios are only insights to assist

in resilience testing and strategy development and are not predictions of actual

future outcomes.

Scenario narratives are determined by the interaction of key social, technological,

economic, environmental, and political ‘drivers of change’ that may influence an

entity’s operating environment. These narratives include assumptions and logical

relationships to help identify potential impacts and severity of the impacts, on

operations, strategy, and financial planning.

4

Aotearoa Circle Agriculture Sector Climate Change Scenarios

LIC Climate Statements

16

LIC has adapted the Aotearoa Circle Agri-sector scenarios to reflect LIC’s role in
the dairy sector specifically. This process involved analysis by management of

the Aotearoa Circle scenarios, which LIC’s Chief Executive was directly involved

in developing, together with workshops with both SLT and the Board to develop

impact pathways specific to LIC. These outputs were then integrated with narrative

specific to LIC to shape the scenario narratives, which have been reviewed by the

full Board. This has been a standalone process, which is intended to become part of

regular strategy reviews over time.

Key differences between Aotearoa Circle’s scenario narratives and LIC’s scenario

narratives relate to focussing primarily on changes relevant to LIC’s role within

the dairy sector and technology developments. Table 3 summarises the three

scenario narratives and the key assumptions underlying each. It is worth noting

that scenarios are designed intentionally to be challenging and are not meant to be

perceived as ‘most likely’ outcomes.

Scenario assumptions and narratives – Table 3

OrderlyDisorderlyHothouse

ScenariosNet Zero 2050

Limit temperature rise to 1.5°C (with overshoot)

Delayed transition

Limit temperature rise to 2°C

Hothouse world

Temperature rise >3°C

Key climate

scenarios and

models used

• Intergovernmental Panel on Climate Change

(IPCC) Representative Concentration Pathway

(RCP) 2.6/SSP-1

• Scenarios dataset for the Climate Change

Commission’s 2021 Final Advice: Tailwinds data

set

• Ministry for the Environment 2018 Climate

change projections for NZ

• Ministry for the Environment 2022 Interim

guidance on the use of new sea-level rise

projections

• IPCC RCP 4.5/SSP-2

• Scenarios dataset for the Climate Change

Commission’s 2021 Final Advice: Headwinds

data set

• Ministry for the Environment 2018 Climate

change projections for NZ

• Ministry for the Environment 2022 Interim

guidance on the use of new sea-level rise

projections

• IPCC RCP 8.5/SSP-5

• Scenarios dataset for the Climate Change

Commission’s 2021 Final Advice: Current policy

reference data set

• Ministry for the Environment 2018 Climate

change projections for NZ

• Ministry for the Environment 2022 Interim

guidance on the use of new sea-level rise

projections

Brief descriptionRepresents a world defined by a smooth transition

to net zero CO

2

by 2050. Global warming is

limited to 1.5°C through stringent climate policies

and innovation. Assumes climate policies are

introduced immediately and become gradually

more stringent as 2050 looms. Both physical and

transition risks are relatively subdued. Achieving

net zero by 2050 reflects an ambitious mitigation

scenario.

Represents a world with little policy action until

after 2030, after which strong, rapid action is

implemented to limit warming to 2°C. Countries

and territories use fossil-fuel heavy policies to

recover from Covid-19, so emissions increase, and

nationally determined contributions are not met. It

is only after 2030 that new climate change policies

are introduced, but not all countries take equal

action. Consequently, physical and transition

risks are higher. This is a costly and disruptive

transition.

Describes a world in which emissions continue

to rise unabated beyond 2050 as no additional

climate change policies are introduced. Fossil

fuel use continues to increase, and so global CO

2


emissions continue to rise. The physical impacts of

climate change are severe. There are irreversible

changes such as ice sheet loss and sea level rise.

Adapting to climate change has become the

priority.

For the year ended 31 May 2024

17

OrderlyDisorderlyHothouse
Time horizonShort (to 2026/27), medium (2027-2035) and long (2036-2050) term, with 2050 being the endpoint, with the exception of Hothouse where the temperature

continues to increase beyond 2050 to exceed 3

o

C by 2080

Climate

impacts

Lowest - The physical impacts of climate change

have increased water stress in some regions.

Storm damage still poses high risks across large

parts of the country.

Medium - Physical climate worsens as critical

tipping points are surpassed.

Highest - The physical impacts of climate change

are severe.

Scope of

operations

The climate scenario analysis was focused on LIC’s New Zealand operations. International factors were considered where material, such as consumables

manufactured offshore or shipping of product sold to international markets. The climate scenario analysis also focused primarily on the dairy sector,

referencing the work done by the Aotearoa Circle on the agriculture sector.

Policy &

Socioeconomic

assumptions

• Climate policies and innovation are more

immediate and gradually become more

stringent

• Shift towards sustainable diets that include a

diverse range of proteins, but still a market for

premium animal products

• Some farmers were supported to transition out

of agriculture in unsustainable areas and policy

targets were met, with significantly lower cow

numbers resulting

• Alternative and lab grown proteins are

common, but a market for sustainable dairy

remains

• Consumers increasingly seek local produce with

labelling and stories that embed sustainability

• Disruptive, costly transition as rapid and strong

policy is implemented after 2030

• Reactive regulation results in cumbersome and

inconsistent reporting requirements for New

Zealand farmers

• Some farmers had to reduce, diversify, move, or

liquidate

• Collectives that have worked together to drive

transformative change have seen rewards

• Gene editing and selection policy has emerged

• No additional climate policies have been

implemented since the 2020s with mitigation

policy centred around the emissions trading

scheme

• Geopolitical tension and supply chain disruption

increases

• Increase in urbanisation means food production

suffers as rural communities decline and cost of

farming increases

• Food shortages and insecurity means New

Zealand has lost its low-emissions competitive

advantage and there is increased demand for

cheap protein, including dairy, to feed growing

populations

• Vulnerable countries have become

uninhabitable, leading to a refugee crisis

Dairy herd

impact – critical

assumption/

uncertainty

30% smaller dairy herd than 2020 by 205017% smaller dairy herd than 2020 by 205013% smaller dairy herd than 2020 by 2050

LIC Climate Statements

18

OrderlyDisorderlyHothouse
Macro-

economic

trends

• Large food-producing corporate customers

apply pressure on processor suppliers to drive

emissions reduction, who in turn incentivise

farmers to reduce emissions

• Funding/capital is easily accessible for

organisations & farms that show strong

sustainability credentials

• Insurance is costly to those exposed to physical

risks

• Agricultural emissions are priced at the farm

level in the early 2020s

• Failure to meet 2030 targets causes food

companies to put pressure on processor

suppliers or risk losing supply contracts

• Access to funding/capital and insurance is

available at a higher cost, but hard to access

for those exposed to physical and transition

risks

• Diversified proteins emerge and become

cheaper than dairy

• Operating costs increase faster for emissions-

intensive costs/organisations

• Carbon-border adjustments have shrunk NZ’s

animal product exports

• Agriculture emissions are priced during the

early 2030s

• Low-emissions credentials win in the

marketplace

• Access to funding/capital is difficult with

insurers and banks unwilling to lend to those

highly exposed to physical climate risks

• Agriculture emissions are not priced as food

security is paramount

• Indoor dairying is prevalent in New Zealand as

physical conditions make it hard to maintain

pastoral models

Energy

pathways

Energy supply is mostly decarbonised, with 98%

of electricity from renewable sources, and 89% of

total energy from renewable sources.

Since 2030, there has been a rapid shift to low

emissions energy, but there is still a way to go. 76%

of total energy consumed is renewable.

Energy remains reliant on high-emitting fuels.

Renewable sources provide 46% of total consumed

energy.

Carbon

sequestration

and

afforestation

There is widespread use of carbon capture and

storage (CCS) globally, though only a few cases

in New Zealand. Pine and native forestry grows

strongly, with biodiversity protection a key criteria

for approval of new forests.

Focus on emissions reductions leads to large areas

of pine monocultures. Rushed and costly global

push for more CCS tech, though not really seen

in NZ.

Little use of CCS globally. Pines continue to be

planted for timber, but native forestry is not

incentivised.

Nature

based solutions

Indigenous and regenerative agriculture practices

have been broadly implemented across the sector.

Only localised biodiversity projects that have

climate co-benefits are funded.

• Adaptation is the priority.

• Biosecurity is tightened due to influx of pests

and diseases

For the year ended 31 May 2024

19

OrderlyDisorderlyHothouse
Technology

assumptions,

including

negative

emissions

technology

• Sustainable farms have consolidated and

leveraged technology.

• Innovation is funded privately and publicly for

on-farm technologies and technology advances

quickly.

• Methane inhibitors, genetic improvement and

gene editing innovations are developed to

reduce emissions.

• Precision technologies on farm help reduce

methane and drive regenerative farming.

• Progress on technology was slow until 2032 then

accelerated, but with regional discrepancies.

• Government supports implementation of

effective methane inhibitors from 2035.

• Gene editing policy emerges encouraging low-

emission cow genetics.

• Lack of investment in technology means

traditional agriculture’s footprint remains high

with innovation focused on adaptation.

• Growing methods such as indoor farming

increase.

• Delayed investment in alternative feed, leading

to feed shortages.

• Differentiation in the dairy market can be

achieved based on innovation, food safety and

quality and traceability.

Scenario analysis insights

LIC’s analysis of climate-related risks found varying degrees of impact on the co-op

across the three scenarios and time horizons. The above narratives are intended

to bring to life the critical uncertainties in how LIC’s operating context could evolve

over time under possible futures, by describing relevant narratives and comparing

them across scenarios, with the most significant factor being the potential impact

on the size of the national dairy herd. While they are shaped by global and New

Zealand scenario methods and assumptions, which make specific assumptions

about how the context will evolve, they are still qualitative and exploratory in

nature. Climate scenarios are not predictive, they are not forecasts, nor do

they represent any preferred options. They test a broad range of plausible and

challenging outcomes to generate useful insights on potential climate risks, threats

and opportunities.

In an Orderly Scenario, LIC would be particularly exposed to transition risks given

the scale and pace of change required to reduce emissions in the short to medium

term, with the most significant outcome explored in the narrative for LIC being a

30% smaller dairy herd than 2020 by 2050.

A Disorderly Scenario represents a more volatile and uncertain operating context

for LIC, with a reduction in the dairy herd of 17% by 2050. In this scenario, a slow

approach by others to reduce emissions would mean the Co-operative’s ability to

maintain profitability in the face of transition changes would be challenging due to

rapidly increased operating and capital costs, particularly as greater exposure to

physical risks are experienced with global temperature increase reaching 2 ̊C.

In a Hothouse Scenario, although the dairy herd may have had a smaller reduction

by 2050 of 13%, LIC would be particularly exposed to the physical risks of climate

change given New Zealand’s reliance on a stable, temperate climate for dairy

farming. Unfavourable climate conditions under this scenario could challenge the

productivity of our pasture-based system without significant farmer adaptation

and our ability to access farms to provide critical services could be severely

disrupted by major weather events.

We intend to continue to develop our climate scenario analysis to help inform

strategy over time.

LIC Climate Statements

20

Climate-related risks and opportunities
LIC’s material climate-related risks and opportunities and the anticipated impacts

that we currently consider we can reasonably expect are detailed in Tables 4 and

5. Management used the outputs of our risk identification process, together with

insights from the above scenarios , to develop impact pathways specific to LIC. The

impact pathways were then workshopped with both SLT and the Board.

The anticipated impacts are described in qualitative terms and linked to a series of

risk responses and/or mitigations.

The time horizons LIC considers for strategic planning and the time horizons that

LIC used to assess its climate-related risks and opportunities are:

−Short-term – risk over the next 3 years to 2026/27, in line with LIC’s three-year

plan cycle

−Medium-term – risk within the horizon from 2027 to 2035

−Long-term – risk within the time horizon from 2036 to 2050

Global population growth is a critical assumption in relation to the dairy sector,

with a resulting potential impact on demand for LIC products and services. Shared

Socioeconomic Pathways

5

(SSP) developed for differing climate scenarios suggest

that the global population could continue to grow until at least 2050 and, with

increasing focus on healthy food options, the global demand for dairy will also likely

increase. Although we expect that the national dairy herd will continue to decline,

LIC’s products and services have become more important and relevant than ever

to ensure that farmers can keep increasing productivity on farm with less cows,

and those cows need to be more emissions efficient. We expect that demand for

some LIC products and services will increase, such as animal health testing given

the importance of animal welfare under nature-based principles and to ensure

optimum, healthy efficient animals.

Climate-related risks – Table 4

RiskDescriptionRisk typeTime horizonAnticipated impactsStrategic mitigations

Government

policy and

regulations

Action could be taken to constrain

emissions-intensive activities,

including:

• de-stocking or land use regulation

• farmgate emissions pricing

• additional tax on emissions-heavy

inputs (e.g. fuel)

TransitionMedium

Long

• Reduction in cows or farmer

profitability could lead to reduced

LIC revenue

• Potential for climate-related

litigation

• Increased costs related to

compliance and farmgate emissions

pricing

• Monitor regulatory change

• Continue to participate in policy

consultations

• Continue to promote importance

of herd improvement

• Collaboration on R&D methane

reduction programme

• Taking action to reduce LIC’s

emissions

• Farm Environment Plans for

LIC farms

5

SSP Database (Shared Socioeconomic Pathways) Scenario Explorer

For the year ended 31 May 2024

21

RiskDescriptionRisk typeTime horizonAnticipated impactsStrategic mitigations
InnovationEmerging technology and R&D to

enable a lower-carbon industry

creates challenge to keep up with

the rate of global change, risk that

novel technology development fails to

deliver

TransitionMedium

Long

• Cost of adoption could reduce

farmer profitability, which could lead

to reduced LIC revenue

• Risk of falling behind in innovation

• Potential for insufficient innovation

to support achievement of

aspirational climate targets and

timeframes

• Increasing technology costs,

particularly in relation to rapidly

growing data

• LIC continues to invest heavily in

R&D and IT development

• Monitor both NZ and global

innovation progress

• Memorandum of Understanding with

AgriZero

NZ

to work cooperatively on

agricultural emissions reductions

Market and

reputation

Shifts in supply and demand as

consumer preferences change,

including increased use of non-

animal products, market access and

reputation risk if dairy farmers do not

achieve emission intensity reductions

TransitionLong• Reduction in farmer profitability

could lead to reduced LIC revenue

• Potential for carbon border

adjustments could reduce farmer

profitability, which could lead to

reduced LIC revenue

• Working closely with dairy

processors to promote herd

improvement importance

• Continue to report sustainability

performance

• R&D initiatives

Decrease in

viability of

dairy farms

Potential for decrease in productivity

and output of the dairy sector due

to changes in mean rainfall and

temperature, seasonality, weather

extremes. Impact of heat stress or

changes in the distribution of invasive

species and diseases increasing

animal health issues

Physical Medium

Long

• Early dry-off due to drought can

result in LIC service cancellations,

such as herd testing

• Reduction in cows, farmer

profitability or cancelled services

could lead to reduced LIC revenue

• Increasing challenge for both LIC

and farmers to secure financing and

insurance, increase in cost

• Serving remote areas may become

unprofitable

• Continue to promote importance of

herd improvement

• R&D investment, including improving

animal heat tolerance, and data

integration investment

• Taking action to reduce LIC’s

emissions

• Continued review of crisis plans and

annual crisis simulations

• Continue to report sustainability

performance and share with

banking and insurance partners

LIC Climate Statements

22

RiskDescriptionRisk typeTime horizonAnticipated impactsStrategic mitigations
Supply chain

and distribution

disruption

Increasing frequency and severity of

extreme weather events impacting

LIC’s supply chain, which may result in

a major business disruption, increased

operating costs and/or an inability to

meet customer requirements

PhysicalMedium

Long

• Reduction in farmer profitability and/

or disrupted services could lead to

reduced LIC revenue

• Flight cancellations during artificial

insemination peak season would

have a material impact

• Increased shipping and airfreight

costs of supplies and overseas

distribution, challenges with getting

international product to market on a

timely basis

• LIC mitigates supplier risk where

possible by advance ordering and

delivery of critical consumables, at

least a year in advance for inputs

used in peak season products and

services, supplies of frozen semen

straws held in market or as a

back-up

• Crisis planning

Road access,

electricity and/

or water supply

disruption

Extreme weather events could result

in more frequent and lengthy road

closures, power outages and water

supply, as well as potential restrictions

due to drought

PhysicalMedium

Long

• Reduction in farmer profitability and/

or disrupted services could lead to

reduced LIC revenue

• Lengthy road closures could impact

time-critical on-farm services,

particularly artificial insemination

• Increased cost of electricity/water

• Installation of solar panels,

together with battery systems,

and generators to support critical

services

• Crisis planning

PeopleHealth impacts for some LIC workers

and in the dairy sector generally from

exposure to more extreme weather

and potential for increased heat

stress

Physical Medium

Long

Dairy sector may become less

attractive to work in

• Heat stress risk included in health

and safety policy and procedures for

relevant business units

• Continue sponsorship and support

of sector, including industry awards

LIC’s material risks relate to the dairy sector and New Zealand, unless stated otherwise above.

For the year ended 31 May 2024

23

Climate-related opportunities – Table 5
OpportunityDescriptionTypeTime horizonAnticipated impactsStrategic mitigations

The power

of herd

improvement

Increased use of premium genetics,

DNA, animal health and milk testing

by farmers to identify and maximise

productive and healthy animals and

reduce emissions intensity of dairy

animals.

Potential for change in regulations in

relation to gene editing and cloning to

provide more R&D opportunity

TransitionShort

Medium

Long

• The results some farmers are

achieving show that if we sharpen

our focus on herd improvement, we

can reduce intensity of emissions

and continue to have the world’s

most efficient dairy herd

• Potential to increase LIC revenue

to help offset reductions related to

decrease in cow numbers

• Farmer shareholder engagement

on how LIC can improve herd

productivity and reduce emissions

intensity

• R&D initiatives, including

current methane emissions

reduction breeding programme

in collaboration with CRV and

Pāmu, and with funding from the

NZ Agricultural Greenhouse Gas

Research Centre

• Working closely with dairy

processors to promote herd

improvement importance

Improve heat

tolerance of

dairy animals

Heat stress has significant welfare

implications for animals. For dairy

cows it can also impact feed intake,

milk production, fertility, and calf birth

weight. Introducing the ‘slick’ gene

into the country’s dairy herd could

allow for a significant improvement

in dairy cow performance in hotter

temperatures over the long term.

PhysicalMedium

Long

• Increased heat resilience of the

national dairy herd over time

• Potential for new LIC international

sales in the longer-term

R&D heat tolerant breeding initiative

Support services

for farmers

Increase support of farmers with

consultancy services or labour

assistance

Transition

Physical

Short

Medium

Long

Potential to increase LIC consultancy

services and on-farm labour support

revenue

• Recruitment into FarmWise

consulting service

• Farm assist teams have been

consolidated into one service with

a higher proportion of permanent

employees

Increase

genetics inter-

national sales

Where pastoral based systems

become more cost effective in other

countries, NZ genetics can be seen as

more attractive

Transition

Physical

Short

Medium

Long

Potential to increase LIC’s proportion

of international revenue

Monitor international markets and work

with our distributors on opportunities

to increase genetics sales offshore

LIC’s material opportunities relate to the dairy sector and New Zealand, unless stated otherwise above.

LIC Climate Statements

24

Transition planning
During the period LIC updated our Environment

and Sustainability Strategy for the next three years.

Included in the strategic objectives shown in Figure 4

is developing our transition plan out to 2050 over the

next year.

LIC has also developed a 2024-2030 Energy Strategy.

Three key focus areas have been identified to achieve

this (Figure 5).

LIC 2024-2030 Energy Strategy overview (Figure 5)

LIC Environment & Sustainability Strategy

2024-2027 overview (Figure 4)

LIC’s dairy farm and bull farms also have Farm

Environment Plans in place.

Record

Replace

Reduce

•Installation of real-time

site electricity

monitoring equipment

•Installation of

computer system to

collate data

•Further electrification

of fleet vehicles and

infrastructure

•Increase solar power

•Battery storage

•Remove fossil-fuel

heating

•Reduce energy use from

staff travel

•Energy efficiency

policies for purchasing

•Optimisation of energy

use/charging

•Improve energy for

lighting and heating

Energy Strategy

2024 - 2030

Energy

•Record our energy use

•Replace our grid and fossil-fuelled energy

•Reduce the amount of grid or total energy

Environment and

Sustainability

2024 - 2027

Greenhouse gas

inventory reporting

•Scope 3 full value chain identification

•Supplier engagement and data capture

•Establishing a new base year

•Setting short-term reduction targets

•LIC international emissions profile

•GHG data management

Te Ao Māori Principles

•Engagement with Māori communities

•Promotion of kaitiakitanga

•Alignment with current initative

Waste minimisation

•Waste management procedure

•Review recycling practices

•Landfill waste reduction

•Food scrap recovery

•Hard-to-recycle materials solutions

•Soft plastic recycling reform

•Circular economy integration

Transition planning

•Climate transition risk assessment

•Stakeholder engagement and

collaboration

•Scenario analysis and planning

•Integration of climate in business strategy

•Capacity building and training

•Data management and reporting systems

•Implement mitigation measures

Transport

•Improving car-pooling for workers

•Incentivising green transport for staff

•Reducing driving-related emissions

Biodiversity

•Continuing riparian planting on LIC

farm waterways

•Retiring unproductive land for

biodiversity and carbon sink

•Greening up LIC spaces

•Advocating for positive

environmental business practices

For the year ended 31 May 2024

25

Risk Management
As a pasture-based dairy co-operative, the importance of identifying and

managing impacts of weather patterns that have the potential to drive financial

and strategic impacts on our business has long been part of our business practices.

Regular assessment of potential impacts of climate-related risk is part of our

forecasting on at least a quarterly and sometimes monthly basis, as well as during

annual crisis plan reviews for assessing the ongoing sustainability of our business.

Refer to the Strategy section for detail on the scenario analysis process and the

time horizons LIC considers for strategic planning and to assess its climate-related

risks and opportunities.

The AFRC, on behalf of the Board, is responsible for ensuring that management has

established a risk management framework that includes policies and procedures

to effectively identify, mitigate and monitor key enterprise risks. The AFRC regularly

reviews LIC’s key enterprise risks and receives risk updates at AFRC meetings. Risk

owners review risks at least annually.

LIC’s Risk Management Policy sets our approach to risk management. LIC is

committed to a proactive approach to the identification, quantification and

management of risk and has implemented a structured risk management

framework to assist management and the Board to identify, manage and mitigate

key enterprise-wide risks. Once identified, risks are captured in an online tool,

assessed using a combination of the likelihood and consequence of the risk

occurring and controls and key risk indicators identified. Risks are reviewed and

controls self-assessed at least annually or as needed and internal audit reviews are

completed on key controls on a rotating basis over time. LIC also has a separate

Legislative Compliance Policy. Potential and actual legislation and regulation

changes are monitored and changes material to LIC are reported to AFRC at

least annually.

In 2023, we used the National Climate Change Risk Assessment for Aotearoa

New Zealand

6

to identify the most material physical climate risks relevant to LIC.

We also considered the climate-related transitional risks as defined in NZ CS 3.

We cross-referenced those risks to LIC’s risk register and identified any gaps where

risks needed to be added to the register. The majority of the risks were found to

be already covered within existing risks. Climate transition or physical risk was

added as a sub-category to those risks in order to be able to separately report

on climate-related risks from the risk register. LIC also has a separate health &

safety risk register, which includes people-specific climate-related health risks

for sub-business unit areas, such as the risk of heat stress. The AFRC and Board

decided that climate risk would be a sub-category risk in LIC’s risk management

tool as it impacts more than one of LIC’s key risk areas, enabling risk appetite for

the different types of climate risk to continue be set for those over-arching key risk

categories. All categories of risks are considered equally and using a sub-category

for climate-related risks means the appropriate risk appetite for an overall risk

category can be consistently applied to different types of climate-related risk.

As part of the scenario analysis process, high level impact pathways developed in

relation to climate-related physical and transition risks helped to identify potential

impacts and opportunities specific to LIC. No parts of the value chain were

specifically excluded for the purposes of scenario analysis and the identification of

climate-related risks and opportunities.

LIC runs a crisis simulation exercise at least annually and in 2023 ran a crisis

simulation of a major weather event materially affecting our head office and

artificial breeding production laboratory during LIC’s peak season, with the results

of the exercise reported to AFRC. This helped to further assess the potential impact

of a major weather event.

Global megatrends and emerging risks are monitored on an ongoing basis by our

Commercial business unit and Risk & Assurance team, reported to the Board and

AFRC and also used to review key risks identified.

Further detail on the components of LIC’s risk framework is outlined in Table 6,

including how climate-related risk is integrated into the components.

6

National climate change risk assessment for New Zealand - Main report | Ministry for the Environment

LIC Climate Statements

26

Integration of climate risk within LIC’s risk management framework – Table 6
LIC StrategyLIC’s strategic direction is set by the Board and implemented by the SLT, including

consideration and management of climate-related risks and opportunities.

Risk Management PolicyLIC’s Risk Management Policy sets our approach to risk management and risk

appetite settings across ten key categories: Health & Safety, Disruption to Product

or Service, Brand Damage, Compliance Risk, Financial Risk, Bio-Security & Animal

Health, Market Disruption, Strategic Risk, People & Capability and Information

Security Risk. Climate-related risks are a sub-category across these categories.

This policy is reviewed at least every two years.

Risk AppetiteThe Board sets risk appetite for LIC’s key risk categories, enabling risk appetite in

relation to different types of climate-related risk to still be set based on the overall

category of risk. For example, LIC’s Board has set a low-risk appetite for Compliance

risk, which includes non-compliance with climate and environment related legislation

and regulation. Disruption to Product or Service risk appetite is set for low risk during

LIC’s artificial breeding peak season, which includes disruption from weather events,

resulting in concentrated crisis and business continuity planning for a potential event

during peak season.

Risk management toolsLIC uses an online tool to manage risk and internal audit points. Climate-related

physical and transition risk are used as risk sub-categories in the tool. Another online

tool is used for managing health & safety and environment regulation compliance

risk, including heat stress risk. Controls and actions resulting from reviews, audits or

events are also tracked in these tools. Critical LIC processes are documented in a

Business Impact Assessment, LIC has crisis management plans, runs at least annual

crisis simulations and all business units have business continuity plans and health

& safety plans. Risk documents are updated for any known changes or reviewed at

least annually.

Business processesRisk management updates are provided to SLT and AFRC on a regular basis,

including any risks outside of risk appetite or key risk indicators outside of limits, as

well as corresponding actions being taken. Risk environment monitoring is included

in forecasting and budgeting processes and reported to the Board as part of those

processes.

For the year ended 31 May 2024

27

Metrics and Targets
The following section presents LIC’s metrics and

targets. No specific industry-based metrics or

targets were used in relation to setting GHG targets

beyond the use of the New Zealand Government

Climate Change Response Act (2002), 2030 methane

reduction target. All other metrics and targets were

set following the identified metrics in Table 9 below.

LIC uses the GHG Protocol’s categorisation of

Scopes and Categories (Figure 6) and we measure

our Scope 1 and 2 emissions from an operational

control approach.

We have measured and reported on LIC’s GHG

emissions since setting a baseline of the 2018/19

year and follow the principles of the GHG Protocol

Corporate Accounting and Reporting Standard (GHG

Protocol) and ISO 14064-1:2018 standards, as well

as the Toitū Envirocare carbonreduce Programme

Technical Requirements. To ensure we are accurately

reporting GHG data we use Toitū Envirocare’s external

carbon calculator.

In 2021, LIC set short-term absolute reduction targets

of reducing Scope 1 and 2 operational emissions by

46.2% by 2030, and Scope 1 biogenic methane by 10%

by 2030, to reduce our GHG emissions and contribute

proportionately to the efforts to limit the global

average temperature increase to 1.5°C above pre-

industrial levels.

Scope 2

Indirect

Scope 3

Indirect

Scope 1

Direct

Scope 3

Indirect

Purchased

electricity,

steam, heat

and cooling

Leased assets

Employee

commuting

Business travel

Waste generated

in operations

Transportation

and distribution

Capital goods

Transportation

and distribution

Processing of

sold products

Use of sold

products

End-of-life

treatment of

sold product

Leased assets

Company

facilities

Purchased

goods and

services

Fuel and

energy

related

activities

FranchisesInvestments

Reporting companyDownstream activitesUpstream activities

CO

2

CH

4

N

2

OHFC

5

PFC

5

SF

6

Company

vehicles

Figure 6

LIC Climate Statements

28

LIC considered that its targets would contribute to limiting global warming in that
way after choosing science-aligned reduction targets using the SBTi methodology

for Scope 1 and 2. However, we aligned our Scope 1 biogenic methane reductions

to those of the New Zealand Government, as recorded in section 5Q(1)(b)(i) Climate

Change Response Act 2002 (Target for 2050), except using our 2018/19 financial

year as our baseline year rather than the calendar year of 2017 used as the

baseline in section 5Q.

The reduction targets were developed and approved in May 2021 by the Senior

Leadership Team and the Board of Directors. While we have been working hard on

reducing emissions (see our progress as set out in table 8 below), the organisation

is in the process of reviewing the above targets and the base year calculation to

ensure that the metrics are appropriate given the challenges with sufficient novel

technology and innovation being available to achieve the targeted emissions

reduction, as well as to reflect LIC’s unique opportunity to assist the New Zealand

dairy sector to reduce methane emissions through genetic improvement (which

involves increasing our trial animals and Scope 1 excreta Nitrous Oxide (N

2

O) and

methane emissions for a period in order to conduct research and development for

a greater long-term impact on methane emissions reduction for the New Zealand

dairy sector).

Scope 1 & 2 GHG emissions

LIC uses the operational control approach to define emissions from Scope 1 and

2, including transportation, stationary combustion, agricultural emissions, onsite

wastewater treatment, and energy. LIC has used an absolute approach over

intensity-based emissions.

GHG emissions detail - table 7

Category and Source

2023/24 – tCO

2

-e

SCOPE 1

Diesel2,327.9

Diesel stationary combustion2.6

LPG stationary (commercial)93.6

Natural Gas (commercial)92.1

Petrol premium2.7

Petrol regular337.7

Crop N

2

O89.4

Effluent N

2

O1.2

Excreta N

2

O696.4

Fertiliser - dissolution59.6

Fertiliser N

2

O105.2

Indirect N

2

O emissions135.9

Total Scope 13,944.3

SCOPE 1


BIOGENIC METHANE

Effluent Methane63.8

Enteric fermentation Methane3,219.1

Excreta methane30.4

Wastewater for treatment plant (WWTP)1.0

Total Scope 1 - biogenic methane3,314.3

SCOPE 2

Electricity218.3

Total Scope 2218.3

Total Scope 1 & 2 emissions – tCO

2

-e7,476.9

For the year ended 31 May 2024

29

Emission exclusions
Our focus has been on accurately reporting the emissions directly associated with our operations and activities,

as well as those emissions that occur upstream and downstream of our value chain where we have significant

influence. As a result, LIC has adopted the exemption provision in relation to Scope 3 emissions calculated to

ensure we can fully report our Scope 3 emissions once we have materially established our full value chain.

Scope 1 and 2 emission exclusions are detailed below:

GHG emissions

source or sink

GHG emissions categoryReason for exclusion

Refrigeration

Gases

Scope 1: Direct emissionsLIC used the Ministry for the Environment screening method to calculate

an estimate and determined that R-gases are below the

de minimis

threshold under Ministry for the Environment guidance material

7

. LIC will

include in future if actual data becomes available.

Liquid

nitrogen (LN

2

)

Scope 1: Direct emissionsLIC excluded LN

2

emissions as previously there has not been an emission

factor for this source in Toitū’s ‘emanage’ and the New Zealand Ministry

for the Environment guidance does not have an emission factor for

LN

2

. We will include LN

2

in future as part of reviewing our base year and

targets.

LPG gas

BBQ bottles

Scope 1: Direct emissionsLIC has a few 9kg LPG BBQ cylinders on site. These are excluded from the

inventory as they are below the

de minimis threshold under Ministry for the

Environment guidance material

7

.

LIC international

subsidiaries -

all emissions

All categoriesLIC excluded international site data from the GHG inventory report as

emissions data is not readily available. LIC will continue to conduct

significance screening and attempt to source data for any material

source of emissions.

7

Measuring emissions: A guide for organisations: 2024 detailed guide | Ministry for the Environment

LIC Climate Statements

30

Overall performance against GHG emissions reduction targets
In the 2023/24 reporting year, LIC has reduced our Scope 1 emissions (excluding

biogenic methane) by 12.4% against our 2018/19 base year. This reduction is less

than our projected 21% reduction required for the 2023/24 reporting year to meet

our 2030 target of 46.2% Scope 1 reduction.

Our Scope 2 emissions reduced by 42.1% from our 2018/19 base year. This reduction

exceeds our projected 21% reduction required to meet our 2030 target of 46.2%

Scope 2 reduction. This reduction primarily results from an emissions factor change

since the base year.

Our Scope 1 biogenic methane emissions increased by 2.6% against the 2018/19

base year. Our projected 2023/24 reduction target of 4.6% was not met, however

this is primarily due to an increase in trial animals for climate-related initiatives,

including breeding for reduced methane in the national dairy herd.

GHG emissions performance against target - table 8

GHG EMISSIONSScope 1 -

Direct emissions

Scope 2 -

Indirect emissions

Scope 1 -

Biogenic methane

Direct emissions*

Baseline period

2018/19 season2018/19 season2018/19 season

Target date

203020302030

Type of target

AbsoluteAbsoluteAbsolute

Current

performance (tCO

2

e)

3,944.3218.33,314.3

Current performance (%)

-12.4%-42.1%2.6%

Expected reduction target for

2023/24 (%)

-21.0%-21.0%-4.6

Reduction target 2023/24 (tCO

2

e)

3,517.1297.93,084.3

*Increase in biogenic methane is primarily due to an increase in trial animals

compared to the base year

LIC’s Scope 1 emissions are largely derived from transportation fuel from the

company’s fleet (69%) and on-farm agricultural emissions (20%). Much work has

been done to reduce transport emissions by continuing to electrify our fleet. The

acquisition of Tauwhare Farm in 2019 has meant we have increased our fertiliser use

since the base year, however, ongoing fertiliser management routines have seen a

decrease in emissions since the 2020/21 reporting year in 2023/24.

Scope 1 – biogenic methane emissions are attributed to agricultural emissions

(almost 100%) as wastewater treatment biogenic methane emissions are minimal.

The reduction of animals on our dairy farm has seen that source of emissions

decrease, however, we have continued to increase the number of animals in our

research trials from our base year with the target of reducing overall methane

emissions from the national herd.

The 2018/19 Scope 1 – Direct emissions base year has been recalculated to include

Crop N

2

O 50.3 tCO

2

-emissions to ensure comparability with the current year. Crop

N

2

O is not a material emissions source but is higher than the de minimis threshold

under Ministry for the Environment guidance material

7

.

Refer to the appendix for further information on LIC’s GHG emissions methods,

assumptions and estimation uncertainty.

7

Measuring emissions: A guide for organisations: 2024 detailed guide | Ministry for the Environment

For the year ended 31 May 2024

31

Other Climate-related metrics – table 9
Required metrics2023/24 MetricsTargetComments

GHG emissions intensity28.0 tonnes of Scope 1 & 2 CO

2

emissions per NZD

million revenue

N /ARevenue is considered to be the most appropriate intensity

metric for LIC

$ or % of assets/ business activity vulnerable

to transition risks

30% of business activity due to smaller dairy herd

risk

N /ABased on potential outcomes described in Aotearoa Circle

Orderly Transition scenario, which was underpinned by

modelling by the Climate Change Commission

$ or % of assets/ business activity vulnerable

to physical risks

46% of business activity N /ABased on the proportion of 2023/24 revenue representing

business activity that could be impacted by LIC not being able

to access farms on a timely basis to perform services

$ or % of assets/ business activity aligned

with climate-related opportunities

31% of business activityN /ABased on the proportion of 2023/24 revenue that is considered

to be linked to climate-related opportunities

$ Capital funding climate-related risks/

opportunities

$0.9 millionN /ACapitalised spend during the reporting period on climate-

related risks/opportunities

Internal emissions price$80.64 per 1 tonne CO

2

-e (or CH

4

for Biogenic

Methane converted to CO

2

-e)

N /AThis was set for the year ended 31 May 2024 based on 2023

ETS Trigger Pricing for the release of reserve units under the

Climate Change (Auctions, Limits and Price Controls for Units)

Regulations 2020 (in force as at 1 January 2023) and will be

updated annually. The internal emissions price is only required

to be used if there is expected to be more than 10 tonne CO

2

-e

annual impact.

Management remuneration linked to climate-

related risks/ opportunities

Not specifically linked, strategic initiatives include

climate-related risks/opportunities, achievement

of which are part of management objectives

N /AN /A

LIC Climate Statements

32

8
Genomic records, ancestry information and technology allow us to accurately identify elite bulls at a young age by way of a calculated genomic Breeding Worth so we can start using those animals to breed the next generation of

cows sooner. The use of genomics in our breeding programme means we can reduce the generation interval from five years to two.

Required metrics2023/24 MetricsTargetComments

Industry/other metrics

Bull team genetic gain – LIC metric34%31.7%3-year rolling average rate of increase in the genomic Breeding

Worth

8

(gBW) of the Premier Sires bull teams to exceed the 10

year historical average rate of increase by 20%

% change in cows – Industry metric3.46% decrease to 4.67 million cows (2022/23 vs

2021/22)

N /ASource: New Zealand Dairy Statistics 2022-23

Milk production efficiency – rolling three-

year average kilogram milk solids per cow –

Industry metric

1.3% increase to 394.5 per cow from 389.4 (three-

year rolling average to 2022/23)

N /ASource: New Zealand Dairy Statistics 2022-23

For the year ended 31 May 2024

33

GHG emissions methods, assumptions and estimation uncertainty
LIC uses an operational control consolidation approach to account for emissions.

Organisational boundaries were set with reference to the methodology described

in the GHG Protocol and ISO 14064-1:2018 standards. The GHG protocol allows

two distinct approaches to consolidate GHG emissions: equity share or control

approaches (financial or operations). LIC has opted to disclose our GHG emissions

using the operational control consolidation approach for our New Zealand

operations for Scopes 1 and 2 of our GHG inventory. The operational control

consolidation approach was chosen as LIC recognises that all our operations may

have a direct impact on the environment. LIC has excluded the following business

entities from our GHG inventory:

−Ireland

−Australia

−UK

A calculation methodology has been used for quantifying the emissions inventory

based on the following calculation approach unless otherwise stated below:

Emissions = activity data x emissions factor

All emissions were calculated using Toitū emanage with emissions factors and

Global Warming Potentials provided by the Toitū carbonreduce programme. Global

Warming Potentials (GWP) from the IPCC fifth assessment report (AR5)

9

are the

preferred GWP conversion.

LIC has systems and procedures in place that will ensure applied quantification

methodologies will continue in future GHG emissions inventories, or that material

changes will be managed and disclosed..

Appendix

9

www.ipcc.ch/assessment-report/ar5/

GHG

emissions Scope

GHG emissions

source or sink

subcategory

Overview of activity

data and evidence

Explanation of uncertainties or

assumptions around your data

and evidence

Use of default and average

emissions factors

Pre-verified data

Scope 1: Direct

emissions

and removals

Stationary

combustion

LPG stationary

commercial, Natural

Gas distributed

commercial,

Diesel stationary

combustion

Missing some data occasionally

from unavailable emails/invoices

misfiled. When that has occurred

data average for the period is

used for that month.

Estimates of diesel fuel in the

generators. No reporting on top-

ups. Litres used are determined

by generator size.

Some missing data where a

monthly average was required

to be used. We have projects

currently in progress to eliminate

the need to manually extract

data from invoices.

Not applicable.

LIC Climate Statements

34

10
www.ipcc.ch/assessment-report/ar4/

GHG

emissions Scope

GHG emissions

source or sink

subcategory

Overview of activity

data and evidence

Explanation of uncertainties or

assumptions around your data

and evidence

Use of default and average

emissions factors

Pre-verified data

Scope 1: Direct

emissions

and removals

Mobile combustion

(incl. company-owned

or leased vehicles)

Diesel, Petrol

premium, Petrol

regular

Rely on Levno, Lease Plan, and

Toyota data. LIC’s policy is that

fuel cards can only be used to

purchase fuel, (unless a remote

location without our preferred

provider) and as such we have

good reporting on fuel litres

purchased.

Averages were not used for this

data set. It is complete.

LIC did not get the data pre-

verified as we extracted the

data ourselves using pivot

tables to ensure we had split the

different fuel types out to ensure

the most accurate emission

factors were used.

Scope 1: Direct

emissions

and removals

Leakage of

refrigerants

Wastewater for

treatment plants

(average)

Assume that water samples

taken monthly are accurate

and that the water meters are

functioning correctly. The system

is maintained regularly.

Averages were not used for this

data set. It is complete.

N /A

Scope 1: Direct

emissions

and removals

Fertiliser useFertiliser dissolution,

and fertiliser N

2

O

Farm data is determined

using stocking rates, fertiliser

applications, feed etc.

Ravensdown enters data into

Overseer. Human error when

transferring data can lead to

miscalculations. Use peer review.

Averages were not used for this

data set. It is complete.

Data is published from

OverseerFM into Toitū my

farms and then downloaded

and entered into the emanage

software as precalculated

emissions. Emissions from

animals not in OverseerFM are

determined by an LIC scientist

using the correct methodology

(from IPCC fourth assessment

report AR4

10

).

For the year ended 31 May 2024

35

GHG
emissions Scope

GHG emissions

source or sink

subcategory

Overview of activity

data and evidence

Explanation of uncertainties or

assumptions around your data

and evidence

Use of default and average

emissions factors

Pre-verified data

Scope 1 – Direct

emissions

and removals

Addition of livestock

waste to soils

Effluent N

2

O, excreta

N

2

O, Crop N

2

O, and

indirect N

2

O emissions

Farm data is determined

using stocking rates, fertiliser

applications, feed etc.

Ravensdown enters data into

Overseer. Human error when

transferring data can lead to

miscalculations. Use peer review.

Averages were not used for this

data set. It is complete.

Data is published from

OverseerFM into Toitū my

farms and then downloaded

and entered into the emanage

software as precalculated

emissions. Emissions from

animals not in OverseerFM are

determined by an LIC scientist

using the correct methodology

(from IPCC fourth assessment

report AR4

10

).

Scope 1 –

biogenic

methane: Direct

emissions

and removals

Enteric fermentationEnteric fermentation

methane

Farm data is determined

using stocking rates, fertiliser

applications, feed etc.

Ravensdown enters data into

Overseer. Human error when

transferring data can lead to

miscalculations. Use peer review.

Averages were not used for this

data set. It is complete.

Data is published from

OverseerFM into Toitū my

farms and then downloaded

and entered into the emanage

software as precalculated

emissions. Emissions from

animals not in OverseerFM are

determined by an LIC scientist

using the correct methodology

(from IPCC fourth assessment

report AR4

10

).

Scope 1 –

biogenic

methane: Direct

emissions

and removals

Addition of livestock

waste to soils

Effluent methane and

excreta methane

Farm data is determined

using stocking rates, fertiliser

applications, feed etc.

Ravensdown enters data into

Overseer. Human error when

transferring data can lead to

miscalculations. Use peer review.

Averages were not used for this

data set. It is complete.

Data is published from

OverseerFM into Toitū my

farms and then downloaded

and entered into the emanage

software as precalculated

emissions. Emissions from

animals not in OverseerFM are

determined by an LIC Scientist

using the correct methodology

(from IPCC fourth assessment

report AR4

10

).

Overall assessment of uncertainty for Scope 1 emissions

and removals

10% - Medium

LIC Climate Statements

36

GHG
emissions Scope

GHG emissions

source or sink

subcategory

Overview of activity

data and evidence

Explanation of uncertainties or

assumptions around your data

and evidence

Use of default and average

emissions factors

Pre-verified data

Scope 2: Indirect

emissions from

imported energy

Imported electricityElectricityAssume that supplier invoices

and provided spreadsheets are

correct.

Calculated using the location-

based method. “The market-

based method is not materially

different: 219.2 tCO

2

emissions

(vs 218.3).”

Averages were not used for this

data set. It is complete.

N /A

Overall assessment of uncertainty for Scope 2 emissions

and removals

2% - Low

For the year ended 31 May 2024

37

605 Ruakura Road
Newstead 3286

Hamilton

New Zealand

07 856 0700 | lic.co.nz

Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.

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