A YEAR LIKE
NO OTHER.
2022 ANNUAL REPORT.
MERCURY NZ LIMITED
ABOUT THIS
REPORT.
MENU.
Mercury is committed to providing the full picture: transparent
disclosures in easily understood, comparable and engaging ways
so that we meet the expectations of our many stakeholders.
This report follows the Integrated Reporting framework.
We describe Our Business Model, including inputs, outputs and
the outcomes of our strategic approach across the five pillars that
make up how we generate long-term value. We include a specific
Global Reporting Initiative (GRI) Index and our comprehensive
TCFD Report, which is prepared in accordance with the
recommendations of the Task Force on Climate-related Financial
Disclosures (TCFD).
We have grouped our reporting into five sections to help you find
areas of particular interest, but they are all part of who we are, what
we do and why. Across all this, our aim is to report openly and
honestly on our performance in a way that shows the integrated
approach we take.
If you have any comments about this report, including things we
could do better, please email annualreport@mercury.co.nz
STATEMENT FROM THE DIRECTORS
The directors are pleased to present Mercury NZ Limited’s
integrated Annual Report and Financial Statements for the year
ended 30 June 2022. The Auditor-General is required to be
Mercury’s auditor, and has appointed Lloyd Bunyan of Ernst &
Young to undertake the audit on his behalf.
This Annual Report is dated 16 August 2022 and is signed on
behalf of the Board by:
PRUE FLACKS // CHAIR
JAMES MILLER // DIRECTOR
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1. ENERGY FREEDOM TODAY.
MANAWHIRI PŪNGAO Ā-MOHOA NEI.
2. OUR WORLD OF ENERGY FREEDOM.
HE TAIAO MANAWHIRI PŪNGAO.
04 WHO WE ARE
05 OUR BUSINESS MODEL
CHAIR & CHIEF
08
EXECUTIVE UPDATE
ENGAGING WITH IWI AND STAKEHOLDERS
13
14
THE RISKS WE FACE
15 PULLING IT ALL TOGETHER
17 CREATING VALUE IN THE FUTURE
3. LIVING ENERGY FREEDOM.
TE ĀHUANOHO I TE MANAWHIRI PŪNGAO.
OUR PILLAR STORIES
CUSTOMER
19
PARTNERSHIPS
22
KAITIAKITANGA
25
PEOPLE
28
COMMERCIAL
31
4. ENERGY FREEDOM IN NUMBERS.
NGĀ NAMA O TE MANAWHIRI PŪNGAO.
5. THE TEAM BEHIND ENERGY FREEDOM.
TE TĪMA MANAWHIRI PŪNGAO.
35 FINANCIAL COMMENTARY
37 FINANCIAL TRACK RECORD
38
41
66 TCFD REPORT
INDEPENDENT AUDITOR’S REPORT
FINANCIAL STATEMENTS
82
YOUR EXECUTIVE TEAM
83 GOVERNANCE AT MERCURY
100 REMUNERATION REPORT
106 DIRECTORS' DISCLOSURES
108 SECURITY HOLDER
INFORMATION
113 COMPANY DISCLOSURES
114 OTHER DISCLOSURES
116
GLOBAL REPORTING INITIATIVE
(GRI) INDEX
INFORMATION FOR
SHAREHOLDERS
119
120 DIRECTORY
121 GLOSSARY
122 RĀRANGI INGOA LIST OF NAMES
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MERCURY ANNUAL REPORT 2022
ENERGY FREEDOM TODAY.
MANAWHIRI PŪNGAO Ā-MOHOA NEI.
We are focussed on being here for the long term. In this section we introduce you
to Mercury. We provide an overview of how we operate, highlight the factors that
affect our ability to create value over time (Our Business Model) and outline our
past and current performance and outcomes. Our Chair, Prue Flacks, and Chief
Executive, Vince Hawksworth, then jointly summarise our 2022 financial year.
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WHO WE ARE.
OUR MISSION:
ENERGY FREEDOM.
We are an electricity generator and multi-product
utility retailer of electricity, gas, broadband and mobile
services focussed on delivering wonderful solutions for
New Zealanders at home, at work and on the move.
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KAWERAU
KARĀPIRO
ARAPUNI
WAIPĀPA
MARAETAI I
AND II
WHAKAMARU
ĀTIAMURI
MŌKAI+
ŌHAKURI
NGĀ TAMARIKI
ARATIATIA
ROTOKAWA
NGĀ AWA
PŪRUA+
LAKE TAUPŌ
WAIPIPI
TARARUA
TURITEA++
Our mission, which guides us in what we do
and why, is Energy Freedom for all. This is
about Aotearoa New Zealand being stronger
economically and more sustainable through
better use of homegrown, renewable energy.
Thinking in an integrated way about how
we create long-term value is part of who
we are. Since 2015, we’ve been building
understanding across Mercury of how we
collectively contribute to the delivery of our
strategy by following Our Business Model and
focussing on things that matter most (to us,
and to our partners and stakeholders).
We generate electricity from 100%
renewable sources: hydro, geothermal and
wind. Our electricity generation sites are
located along the Waikato River (hydro), the
nearby steamfields of the northern part of
the Central Plateau (geothermal) and in
the Manawatū, South Taranaki and Otago
regions (wind).
We are currently building our Turitea wind
farm in the Tararua Ranges of
the Manawatū region, which will be
New Zealand’s largest wind farm once
complete. We have a pipeline of future wind
development sites across the country.
We are committed to building and
maintaining strong, authentic relationships
with iwi/Māori in the lands around our
generating assets, and listening to
understand where our aspirations align.
Our retail operations serve residential and
small to medium sized business customers
through our Mercury and Trustpower brands.
We sell electricity, gas and broadband
through Mercury and electricity, gas, LPG,
broadband and mobile services through
Trustpower. Our sub-brand GLOBUG is our
pre-pay electricity product. Our Commercial
sales team service industrial and wholesale
market customers offering electricity and
natural gas products.
We have offices in Auckland, Tauranga,
Hamilton, Rotorua, Taupō, Palmerston North,
Wellington and Oamaru, as well as at our
power stations.
HYDRO STATIONS
MAHINERANGI
GEOTHERMAL STATIONS
WIND FARMS
+ not 100% owned by Mercury
+ not 100% owned by Mercury
++ under construction
++ under construction
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MERCURY ANNUAL REPORT 2022
OUR BUSINESS MODEL.
OUR BUSINESS MODEL.
INPUTS
OUR BUSINESS ACTIVITIES
OUTPUTS
799K
CUSTOMER
CONNECTIONS
574k electricity
95k gas
117k telecommunications
13k mobile
7
FORMAL IWI
RELATIONSHIPS
15
PARTNERSHIPS
2 geothermal joint ventures
5 formal iwi partnerships
15 community and
commercial partnerships
20
POWER
STATIONS
9 hydro
5 geothermal
6 wind
1,335
PERMANENT
EMPLOYEES
675 women
659 men
1 non-binary
456 in Auckland
487 in Tauranga
91 in Hamilton
126 Rest of NZ
54 in Rotorua
32 in Taupō
89 Oamaru
74K
SHAREHOLDERS
3K
BONDHOLDERS
C T •• COM
COMMERCIAL
ACHIEVING OUR COMMERCIAL GOALS
THROUGH SUSTAINABLE GROWTH.
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••
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RIOUS & O R I
CUSTOMER
INSPIRING, REWARDING AND MAKING
IT EASIER FOR OUR CUSTOMERS.
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••
G I N AL
PEOPLE
ENABLING OUR PEOPLE TO
PERFORM TOGETHER IN A
CHANGING ENVIRONMENT
AND KEEP EACH OTHER SAFE.
PARTNERSHIPS
PROVIDING GREATER OPPORTUNITIES
FOR NEW ZEALAND, OUR INDUSTRY, OUR
PARTNERS AND OUR BUSINESS THROUGH
LONG-TERM COLLABORATION.
KAITIAKITANGA
LONG-TERM SUSTAINABILITY OF
NATURAL RESOURCES AND ASSETS.
3,662
GWh HYDRO
GENERATION
2,568
GWh GEO
GENERATION
18%
GENERATION
MARKET SHARE
4,772
GWh PHYSICAL
SALES
1,269
GWh WIND
GENERATION
13%
CONSUMPTION
MARKET SHARE
OUR BUSINESS
MODEL EXPLAINED.
Our Business Model shows our key inputs
interacting with our business activities to create
outputs of sustainable, commercial value. The
outcomes of our activity are measured and take
us towards mid-term and long-term goals that
reflect our enduring mission.
OUR BUSINESS MODEL
IS CONTINUED OVER
THE NEXT PAGES
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MERCURY ANNUAL REPORT 2022
OUR BUSINESS MODEL.
THRIVING TODAY
THREE-YEAR
OBJECTIVES
FY22
OUTCOMES
HOW WE MEASURE THIS
LONG-TERM GOALS
ENHANCE OUR
LICENCE TO
OPERATE THROUGH
COLLABORATIVE
WORK WITH OUR
STAKEHOLDERS
INCREASE THE
VALUE OF OUR
BUSINESS TO
$700M $800M
EBITDAF
UNLEASH THE FULL
POTENTIAL OF OUR
PEOPLE THROUGH
TRANSFORMING
CULTURE
ZERO HIGH
SEVERITY HEALTH
AND SAFETY
INCIDENTS
CUSTOMER CARE
GUIDELINES
IMPLEMENTED
AND MONITORED
EXTERNAL RELATIONSHIPS
AND SECTOR ENGAGEMENT
REVIEWS COMPLETED
-12.6%
TOTAL
SHAREHOLDER
RETURN
12CPS
FINAL DIVIDEND
$47M
FY22 THRIVE BENEFIT
• We are a Zero Harm organisation
• No serious injury at a safety sensitive site or
of customers through our service
• Enhanced engagement with iwi, partners
and stakeholders
• Collaboration with stakeholders in the
Waikato to improve the catchment
• Good practice approach to climate risk
• Delivering on our customer care plan
• EBITDAF growth
• Thrive contribution
• Retail value growth
• Portfolio management
• Generation asset performance
CULTURE INDEX
INCREASED FROM
72% TO 75%
17%
PEOPLE LEADERSHIP
DIVERSE
REPRESENTATION
90%
OF PEOPLE LEADERS
COMPLETED UNCONSCIOUS
BIAS TRAINING
• Improvement in Culture Index
• Increase in diverse representation
• Learning opportunities taken up
that lift capability
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OUR BUSINESS MODEL.
SHAPING TOMORROW
THREE-YEAR
OBJECTIVES
FY22
OUTCOMES
HOW WE MEASURE THIS
LONG-TERM GOALS
BE AN ADAPTIVE
AND RESILIENT
ORGANISATION,
RESPONSIVE TO
FUTURE NEEDS
PLAY A LEADING
ROLE IN NEW
ZEALAND’S
SUCCESSFUL
TRANSITION TO
A LOW CARBON
ECONOMY
51%
VACANCIES FILLED
BY INTERNAL
CANDIDATES
TECHNOLOGY
PLATFORM REVIEW
COMPLETED
NEW HIGH-TRUST, FULLY
FLEXIBLE APPROACH TO
WORKING ROLLED OUT
• Our people taking up opportunities
through internal movement
• Our systems are fit for purpose
SUPPORTING
CROSS-SECTOR
WORK ON NEW
ZEALAND’S PATHWAY
TO A LOW CARBON
ECONOMY
WIND PPA IN PLACE
CONSTRUCTIVE ENGAGEMENT
ON KEY TRANSITION
PROGRAMMES INCLUDING
EMISSIONS REDUCTION PLAN
AND NZ BATTERY PROJECT
• Electricity is viewed as an enabler of the
transition to a low carbon economy
• Progress on engagement with new
technology
• Support for transport decarbonisation
• Progress on reducing our own emissions
CREATE EXECUTABLE
OPTIONS FOR NEW
GROWTH
TRUSTPOWER
RETAIL ACQUISITION
COMPLETED
DEVELOPMENT
PIPELINE
PROGRESSED
CONSENT GRANTED
FOR KAIWAIKAWE
WIND FARM
• New opportunities for growth
• Executable development options
For our long-term goals linked to each of our pillar icons, see ‘Our Strategic Framework’ on p16
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MERCURY ANNUAL REPORT 2022
CHAIR & CHIEF
EXECUTIVE
UPDATE.
PRUE FLACKS // CHAIR
VINCE HAWKSWORTH // CHIEF EXECUTIVE
Welcome to Mercury’s 2022 Annual Report.
We’ll look back at Mercury’s performance
this year in the context of the market,
hydrology and other inputs, and consider
where we are as of 30 June 2022. We’ll also
look forward to our plans for the future and
vision for what Mercury could grow to be.
Nau mai ki te Pūrongo ā-Tau a Mercury
2022. Ka hoki whakamuri ki te pai rānei o
ngā mahi a Mercury i te tau nei i te wāhi
ki te mākete, te mātai arowai me ētahi atu
whāurunga. Ka whai whakaaro hoki ki te
tūāoma hei ā 30 o Hune 2022. Ka anga
whakamua anō rā ki ā mātou whakaritenga
mō te anamata me te whakakitenga o
Mercury e taea ana.
GLOBAL CONTEXT
The post-Covid world is refocusing attention
on decarbonising the global energy system.
Energy consumption is increasing as
economies rebuild. Constraints on supply
are well documented - severe droughts in
many large economies are constraining
hydro outputs; the war in Ukraine is
impacting gas supplies across much
of Europe. Demand for gas and coal
internationally is rising and global energy
prices have soared as volatile fossil fuels
dominate the energy mix. This, together
with the rising cost of carbon has amplified
and accelerated the renewables agenda
globally.
Inflationary pressures and the cost of
living are increasing, and New Zealand
is not immune. As governments around
the world take action to provide much-
needed relief for consumers against these
challenges, it is imperative this action does
not unintentionally impede investment in
cleaner and more resilient energy systems.
This is as true for New Zealand as it is for
other economies.
Our sector will make a material contribution
to decarbonising the New Zealand economy.
However, we also play a vital role in the
wellbeing of New Zealanders, and we must
balance these objectives as the transition to
a low-carbon world gathers pace.
The Government’s first Emissions Reduction
Plan is a landmark document, laying out
the plan to decarbonise. It sends important
signals for where our collective efforts will
need to be invested, and what actions the
Government will take to encourage and
coordinate that activity.
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MERCURY ANNUAL REPORT 2022
The National Energy Strategy is an important
next step. It must be aligned with the best
long-term economics, and it needs to be
cognisant of maintaining high levels of
security and affordability as we increase the
renewability of our energy system.
BUSINESS HIGHLIGHTS
This has been a transformative year for
Mercury. In twelve months, we have
gone from having no wind generation to
becoming New Zealand’s largest wind
generator through the acquisition of
Tilt’s New Zealand operations and the
commissioning of the northern section
of Turitea windfarm. In May, we became
New Zealand’s biggest electricity retailer
by customer market share and a truly
multi-product utility provider through our
Trustpower retail acquisition.
There are also headwinds. Inflationary
pressures and supply chain issues have
seen project costs increase and will require
careful navigation as we consider investment
opportunities.
We are very conscious of our responsibilities
to our customers, particularly our vulnerable
customers. Our approach to customer care
continues to shape much of our existing
and future retail activity. Electricity is one
of many costs consumers are juggling,
and holistic solutions are key to effecting
meaningful change.
Our nearly $500 million commitment to the
ongoing refurbishment of our Waikato hydro
stations continues, with the first turbine
and generator replacement at Karāpiro
now underway. Mercury has also signed a
five-year geothermal drilling contract with
Iceland Drilling, with the first phase of the
extensive eight well programme underway.
We are well placed to contribute to
decarbonisation through our existing
and future generation assets, supported
by a scale retail business which is now a
substantial contributor to forward revenue.
Our continued focus on a strong health
and safety culture also delivered positive
outcomes over the year. There were no
serious harm injuries over the period and
TRIFR (Total Recordable Incident Frequency)
continued to trend down slightly (0.60
from 0.64 at the end of FY21). Addressing
physical and psychological safety in parallel
remains key to our continued success. Our
ZIP (Zero Incident Process) training this
year has helped us reinforce a zero-harm
mindset across the business.
Our Thrive programme supported
shifting mindsets towards continuous
improvement and long-term thinking.
Taking what we have learned in the past
two years, we are evolving to the next
stage of the programme, which will focus
on implementing changes to our ways of
working through key strategic initiatives.
We are pleased to report that Thrive has
delivered an $47 million EBITDAF uplift
compared to the $30 million forecast at
HY21.
THE VALUE OF OUR BUSINESS
IS GROWING
Decarbonisation of the New Zealand
economy will underpin significant growth for
Mercury over the coming decade.
Wind generation contributed to our financial
performance for the first time in FY22,
albeit that less windy weather constrained
performance of our newest assets. The
northern section of the Turitea windfarm
is now on stream and generating, with
construction of the southern section well
advanced. Completion remains scheduled
for mid-2023.
Dry weather for most of the year impacted
on our hydro output as we focussed on
prudent lake management coming into
winter.
Elevated spot pricing continued as a result
of constrained conditions nationally. The
electricity forward curve indicates this will
continue for some time due to ongoing
forecast, the rising cost of thermal fuels, and
increasing carbon prices.
This saw a lift in yields from the Commercial
& Industrial segment, supported by an
increase in physical sales following the
re-contracting of previous Norske Skog
volume at a price more reflective of the
current market.
Mass market yields were also up, albeit to a
lesser degree. This reflected a mass market
energy price increase of 5.2%, offset by a
slight decline in customer numbers for the
Mercury brand over the year.
FY22 HAS SEEN MERCURY ESTABLISH
AN ENVIABLE PLATFORM FOR FUTURE
GROWTH, SETTING US UP FOR A
PERIOD OF RAPID CHANGE.
During the year we worked with the
Commerce Commission after incorrectly
applying early termination fees for about
2,000 customers between 2016 and
2020, and were charged for breaching the
Fair Trading Act following year-end. As
part of responding to this, we completed
remediation in early 2021.
The 44-day unplanned outage at Kawerau
geothermal power station also extended
into the start of the financial year (ending
on 20 July), coinciding with high spot prices.
Mercury received a $26 million interim
insurance payment.
Mercury reported $581 million EBITDAF1,
$118 million up on the prior year’s $463
million EBITDAF.
Operational expenditure was $230 million,
up $40 million on the prior year, while total
stay-in-business capital expenditure was
$68 million (up $12 million on the prior year).
Mercury’s net profit after tax was $469
million, up $328 million on the previous
year, driven by the $367 million net gain on
sale of our Tilt Renewables shareholding
which funded the associated acquisition
of Tilt’s New Zealand operations and future
development options.
We are on track to exceed our three-year
objective of increasing the value of our
business to $700 million EBITDAF on a
normalised basis and have increased this
target to $800 million EBITDAF. We have
established strong platforms for growth over
the year and look forward to continuing to
grow value as we realise these opportunities.
As a result, Mercury’s FY23 EBITDAF
guidance has been set at $580 million
($756 million on a normalised basis).
CREATING EXECUTABLE OPTIONS
FOR NEW GROWTH
FY22 has seen Mercury establish an
enviable platform for future growth, setting
us up for a period of rapid change as we
continue to execute and deliver on these
opportunities.
Our capital bond and underwritten interim
dividend reinvestment plan (DRP) have
enabled much of this activity, as we have
increased balance sheet flexibility while
also refinancing about $360 million of the
Trustpower retail acquisition.
While the completion of this acquisition
was slightly delayed, we remain on-track
to deliver the signalled synergy benefits
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MERCURY ANNUAL REPORT 2022
from combining our two retail businesses.
Looking forward, the team are working
towards successful integration with an early
focus on people and culture. Our vision
for growth in the consumer segment is
anchored around bundling opportunities
outside the traditional energy offering.
Our generation development pipeline
continues to advance well, despite some
of the challenges noted earlier. We were
pleased to have gained consent for
Kaiwaikawe wind farm during the year and
continue to progress the business case for
this alongside Kaiwera Downs and Puketoi
windfarms and the expansion of the Ngā
Tamariki geothermal station.
The $30 million rebalancing works at the
Rotokawa geothermal field noted in our
interim update (delivering an additional
7MW on average per year) encountered
some operational challenges during the year
which has impacted immediate value gains,
including a 'water hammer' event during
commissioning, which resulted in a loss of
containment of steam. While there were no
injuries, we notified WorkSafe of the incident
and have been charged for breaches of
health and safety legislation following
year-end. We are co-operating with
WorkSafe, and plan to incorporate the
findings that have come out of this project
into FY23 as part of our focus on continuous
learning.
Capital expenditure of $1,420 million
comprised of $68 million of stay-in-
business CAPEX and $1,352 million of
growth CAPEX.
PLAYING A LEADING ROLE IN
NEW ZEALAND’S LOW-CARBON
TRANSITION
We are committed to making a meaningful
contribution to New Zealand’s lower-carbon
future. We are working constructively with
the sector, Government and officials to
ensure the new resource management
regime results in improved environmental
outcomes. However there is a very real
risk that the regime fundamentally inhibits
decarbonisation. It is important that fair
process and equal access is at the forefront
of policy, rather than picking winners.
The sector will need to embrace new ways
of working together. The evolving Power
Purchase Agreement (PPA) market in New
Zealand is an example, supporting further
renewables investment.
We also remain focussed on helping shape
key policies that support decarbonisation
including sharing our insights with the
Market Development Advisory Group, New
Zealand Battery Project and the Electricity
Authority’s Wholesale Market Review.
A carbon capture pilot at one on the four
units at Ngā Tamariki geothermal station is
also progressing well. If successful, Mercury
will evaluate extending the technology to
Ngā Tamariki's three other units.
The sequestration of emissions from all
four units could represent a reduction of
approximately 30,000 tonnes of carbon
dioxide per year. Looking forward, these
learnings will be captured and help inform a
potential extension of the pilot at Kawerau
geothermal station.
BEING ADAPTIVE AND RESILIENT,
RESPONDING TO FUTURE NEEDS
The last two years have been a pressure
test for resilience. It has heightened the
importance of building the resilience of our
people by developing an adaptive, learning-
focussed organisation so we can continue
to respond to an ever-changing future. Our
culture change programme, Whakapuāwai
is helping support business performance
into the future.
By building our internal capability, we have
enabled greater internal career progression
by extending learning opportunities across
the organisation. During the year 51% of
vacancies were filled by internal candidates
against our target of 60%.
Taking a more holistic approach to diversity
and inclusion is key to future-proofing our
pipeline of talent. Although Mercury has
had diversity and inclusion objectives for a
number of years, we are not satisfied with
the progress we have made. Focus areas
over the year included supporting employee
network groups (the Pride Network, and
Te Ao Māori ki Mercury), building strategic
partnerships to grow our Māori and Pasifika
employee base, capability building and
awareness measures (like our Diverse
Emerging Leaders programme), and a policy
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MERCURY ANNUAL REPORT 2022
environment that supports an inclusive
culture (like our refreshed flexible working
guidelines).
enhance these relationships. We’d like to
thank all of those who participated in this
important survey.
Like many businesses, we continue to
navigate a challenging labour market
post-pandemic with staff churn at 20.8%
over the period. We anticipate these
challenges will continue for some time and
are mindful of this as we eye up our future
growth ambitions. We know our people are
fundamental to our success, and measures
like those noted above remain key to
ensuring we continue to attract and retain
talent.
Building an adaptive and resilient company
in a digital age has also shaped our
focus on a future fit technology strategy.
During the year we completed a review of
our technology platforms, including the
acquired Trustpower retail environment,
and now have a blueprint that will unlock
the targeted integration synergies and lay
the foundations for a Future Ready digitally
transformed Mercury.
CONTRIBUTING TO OUR
COMMUNITIES
Our advocacy and engagement with key
communities continued over the year,
including building on our work to redefine
our approach to customer care. We
established a ‘Here to Help’ team aimed
at setting up vulnerable customers for a
relationship with us that works for their
individual circumstances.
We also conducted an in-depth review of our
relationships with iwi/Māori to understand
how we could better work with them,
and we are now working to improve and
Finally, we celebrated the 20th anniversary
of our relationship with the Starship
Foundation, and would like to extend
this recognition to our customers who
generously support this important
work with us.
FULL-YEAR DIVIDEND
The Board has declared a full-year dividend
of 12.0 cents per share (cps). This brings the
full-year ordinary dividend to 20.0 cps, up
18% (17.0 cps FY21). We have extended our
Dividend Reinvestment Plan to allow our
shareholders to further support Mercury’s
growth.
We are acutely aware that our dividend is an
additional source of revenue for many New
Zealanders – both our 74,000 shareholders
and taxpayers more broadly. We are pleased
to be able to increase the dividend for the
fourteenth year in a row.
FY23 ordinary dividend guidance is 21.8 cps,
fully imputed, representing a 9.0% increase
on FY22 and the 15th consecutive year of
ordinary dividend increases.
CLOSING REMARKS
FY2022 has been a memorable year. We
have taken ambitious steps to position
Mercury as a company ready for a
decarbonised, digitalised, highly diverse
future.
Getting to this stage is the result of many hands,
and we extend our thanks to all our people.
We also welcome our newest team members –
including our 570 new Trustpower colleagues.
We are grateful to all our shareholders, and the
confidence you place in our company – including
the 86% who have been with us since listing.
Next year will mark a decade since listing on the
NZX and ASX. We are a different organisation to
what we were in 2013. We have a bold vision for
our future. We are excited at the opportunities
ahead and what they will mean for our people,
our customers, our partners, our shareholders
and the communities in which we operate.
Poipoia te kākano kia puāwai (nurture the seed
and it will bloom).
Together we are Mercury,
Energy made Wonderful.
Ngā mihi nui ki a koutou katoa.
PRUE FLACKS //
CHAIR
VINCE HAWKSWORTH //
CHIEF EXECUTIVE
1 EBITDAF: Earnings before net interest expense, tax expense, depreciation and amortisation, change in the fair value of financial instruments, gain on sale and impairments.
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MERCURY ANNUAL REPORT 2022
OUR WORLD OF
ENERGY FREEDOM.
HE TAIAO MANAWHIRI PŪNGAO.
In this section we build on the key changes in our external environment
covered by our Chair and Chief Executive and consider how we have taken
into account and responded to our stakeholders’ identified needs, interests
and opportunities in FY22. We cover the risks we face, and how we balance
trade-offs through the lens of what matters most – what’s important to us
and to our stakeholders. We look at how this all shapes our focus on how
we create value in the coming years through to FY25.
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ENGAGING WITH IWI
AND STAKEHOLDERS.
Building and maintaining
relationships with iwi and stakeholders
across our business is crucial to
our success.
We need to know what's important to the
people and groups we work with and rely on
for our business. That way we can commit the
right resource to the most relevant business
activities. Our strategy and business plans
are developed with consideration given to the
relevant needs and wants identified by iwi
and stakeholders as most important to them.
We also recognise we need to maintain, and
potentially build, stakeholder relationships
over time.
During FY22 Mercury undertook a review of
our relationships with iwi, gathering insights
into what Mercury and iwi consider to be
most important as we work with one another,
to understand how we can better work with
them. We also conducted a public and private
sector engagement review to understand the
sector’s knowledge of Mercury and provide
a benchmark for future engagement. (For
further detail regarding our engagement in
FY22, see our Partnerships pillar story on
page 22).
RESPONDING TO WHAT WE HAVE
LEARNED
Based on the feedback we've received
through these reviews, we are considering
how we engage with iwi to improve the
mutual value gained from these interactions.
We also aim to increase Mercury’s cultural
capacity and enable our staff to better
participate in iwi relationships.
Electricity Authority’s work on market
operations under a 100% renewable
electricity supply.
For our public and private sector stakeholders,
we recognise the importance of contributing
more towards the national conversation on
decarbonisation, realising that the electricity
sector needs to take a leading role in
addressing climate change.
We are eager to gather additional insights
from our partners and stakeholders and will
continue to define the most appropriate and
productive ways to shape our engagement
processes in FY23. Details of our iwi
relationships and our stakeholder groups,
alongside what’s important to them about
Mercury, can be found on our website.
WORKING TOWARDS A
SUSTAINABLE FUTURE
In FY22 we worked with other companies and
Government through the Aotearoa Circle’s
Low Carbon Energy Roadmap initiative. This
roadmap outlines a low carbon path that
ensures energy security, affordability and
a just transition towards the Government’s
target of net zero carbon emissions across the
economy by 2050.
In addition to this work, we continue to be
actively involved in various initiatives and
programmes seeking to work through issues
facing the sector, including supporting the
Climate Change Commission, providing
feedback on New Zealand’s Emissions
Reduction Plan and submitting on the
A key focus in FY23 will be contributing to
an independent study that will bring together
information from across the electricity
and gas sector to look at the best pathway
towards a low carbon energy system for
Aotearoa and a roadmap to deliver that
pathway.
KEY GROUPS WE WORK WITH
CUSTOMERS
PARTNERS
GOVERNMENT
& REGULATORS
COMMUNITY
IWI
EMPLOYEES
INVESTORS
INDUSTRY
PARTICIPANTS
SUPPLIERS
For further detail around the groups we work with and what’s
important to them about Mercury, please see the Engaging with
Our Stakeholders content on our website.
SUPPORTING OUR COMMUNITIES
During FY22 Mercury continued to work within our
communities on several initiatives including:
• The ERANZ Energy Mate pilot (winner of the Outcomes
Award at the national Energy Excellence Awards) –
a partnership between electricity retailers, lines
companies, community organisations and the
Government to help whānau get the most out of their
electricity.
• A co-design pilot in a targeted area with Mercury, Ministry
of Social Development and FinCap’s Money Talks, which
aims to successfully connect consumers with adverse
credit to power through either Mercury or GLOBUG.
• A new 'Here to Help' team who are dedicated to working
with customers in hardship, particularly those with high
bills or in complex situations.
Te Ihingarangi is descended from the Tainui
waka, and is tupuna (ancestor) to Ngāti
Koroki Kahukura. This mahi toi (monument)
to Te Ihingarangi stands above the Karāpiro
Dam. Artist: Lyonel Grant (Ngāti Pikiao,
Ngāti Rangiwewehi, Te Arawa).
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MERCURY ANNUAL REPORT 2022
THE RISKS
WE FACE.
A comprehensive summary
of our key risks and how we
manage them is included in
the Governance at Mercury
section of the report. We
review and update these risks
every year to take into account
changes in the external
environment and our
internal operations.
In this section we provide a
summary of the trends we
have seen this year in our key
risk areas. We take these into
account in our view of what
matters most and to shape
our focus for how we create
value over time.
KEY RISK
AREA
SAFETY
COMPLIANCE
AND REGULATORY
REPUTATION
OPERATIONAL
FINANCIAL
PEOPLE
Our reputation with
investors, stakeholders and
the broader community is
one of our most significant
assets. Ensuring that our
fuel resources, plants
and systems don’t have
negative impacts on others
is critical. The importance
of stakeholder relationships
and input has continued to
grow across each of our key
stakeholder groups – our
customers, communities,
partners and owners.
The level of activity
and sophistication of
cyber-attacks continues
to increase within New
Zealand and globally. We
continue to implement
a comprehensive and
multi-faceted security uplift
programme which seeks
to improve our security
maturity.
Operational risks have
a potentially significant
impact on our ability to
generate electricity and
create revenue. The key
operational risks include:
asset management and
availability; fuel availability;
market exposure; and
business interruption
(events such as natural
disasters or global
pandemics).
In managing these risks,
in FY22, we focussed
on our programme of
hydro refurbishments and
geothermal shuts; adding
Turitea and the Tilt wind
assets into our generation
fleet; and actively balancing
the challenges faced by
constrained fuel supplies
(water, wind and gas).
Key financial risks include:
climate change impacts,
appropriate insurance
cover and our ability to
execute on projects and
new growth initiatives.
Finance and related
activities have key process
controls that are subject
to regular review and
continuous improvement.
A core element of financial
sustainability is the
opportunity cost related to
our ability to identify and
execute growth options.
In FY22, this risk was
mitigated through the
completion of the of
the northern section of
the Turitea wind farm,
along with the successful
acquisition and integration
of the Trustpower business
into Mercury.
Attracting, developing
and retaining capable
people who can contribute
to our strategic priorities
and grow with the business
continues to be our focus.
We also continue to focus
on the physical and mental
wellbeing of all people
who are important to our
business.
With the progression of
Thrive and Whakapuāwai,
Mercury continues to
provide opportunities
for high levels of
employee involvement
and engagement. These
initiatives seek to create a
culture and way-of-working
that embraces learning,
challenges mindsets, lifts
capability and celebrates
curiosity.
Compliance with resource
consents and the Electricity
Industry Participation Code
is important for our ability
to operate. Compliance
with internal policies is an
important tool to assess
risks and deter fraud. We
also consider regulatory
change in this area, which
presents significant risks
to us.
During FY22, several
regulatory processes
with the potential for
significant impact to us
were progressed (e.g.
RMA reform, Emissions
Reduction Plan, National
Energy Strategy, NZ Battery
Project, Price discovery
when 100% renewable
electricity, wholesale market
review, Transmission
Pricing Methodology
implementation, Low Fixed
Charge Tariff and Prompt
Payment Discount removal).
Safety is an essential
objective for us and is one
of the major risks that
could affect the wellbeing
of employees, contractors,
customers, and the public.
Our focus on process
safety continues as a
priority at our Generating
assets. The resources in
our Process Safety team
have been increased to
assist delivering in this
area. A considerable
amount of project work has
been completed in FY22
improving our safety critical
elements at our three
Major Hazard Facilities. We
continue to monitor and
meet the requirements
of our safety cases,
collaborating regularly with
WorkSafe.
Managing safety risk is
of primary importance
to us, particularly with
large projects, including
our Turitea wind farm,
hydro and geothermal
refurbishments and
geothermal maintenance
shuts.
FACTORS
IMPACTING
CURRENT
TRENDS
OUR
PILLARS
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MERCURY ANNUAL REPORT 2022
PULLING IT ALL TOGETHER.
Our five pillars, established in 2016, represent
the key drivers of material value creation for
our business. They enable us to integrate what
matters most to Mercury and our stakeholders.
They form the framework for our long-term
strategy and short-term business planning and
reflect the six capitals of the Integrated Reporting
framework (see below).
Each year our view of what is material for us is
informed by reviewing our strategy against a
broad context including:
• the items covered in the preceding pages
• the external environment
• feedback from our stakeholders on what is
important to them about Mercury
• risks to manage and opportunities to explore
OUR PILLARS
CAPITALS
CUSTOMER
PARTNERSHIPS
KAITIAKITANGA
PEOPLE
SOCIAL &
RELATIONSHIP
NATURAL
MANUFACTURED
HUMAN
INTELLECTUAL
COMMERCIAL
FINANCIAL
We keep up to date with changes in these areas
to consider how our approach needs to evolve to
ensure we continue to create value. These insights
are combined to form a view of what’s material to
our business.
We have maintained our view of materiality
(which was updated in FY21), with feedback from
our stakeholders and the insights from our risk
assessment confirming that we continue to focus
on what is most important.
This is visualised through our materiality
assessment (shown below from FY21) which
combines what matters most to our stakeholders
and what matters most to us. We are conscious of
the changing world we operate in and will review
our assessment to gather any changes in FY23.
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MATERIALITY ASSESSMENT
NATURAL
RESOURCES
OPERATIONAL
EXCELLENCE
SUSTAINABLE
GROWTH
SAFETY &
WELLBEING
GENERATION
DEVELOPMENT
CAPABILITY &
DEVELOPMENT
INDUSTRY &
RESEARCH
CUSTOMER
LOYALTY
HIGH
PERFORMANCE
TEAMS
ASSETS
CLIMATE
CHANGE
CUSTOMER
EXPERIENCE
BRAND
IWI
GOVERNMENT &
REGULATORS
WHAT’S IMPORTANT TO US
WHAT’S IMPORTANT TO US
The focus areas in the top right-hand corner are those that rank the highest. As the most important topics
we have covered them in this Annual Report and used them to define the reporting boundaries.
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MERCURY ANNUAL REPORT 2022
OUR FY22–24 STRATEGIC FRAMEWORK.
U R T H R E E-YEAR OBJECTIVES
T H R I V ING TODAY
O
O U R PURPOSE
TO INSPIRE
NEW ZEALANDERS
TO ENJOY ENERGY IN
MORE WONDERFUL
WAYS
Increase the
value of our
business to
$700M $800M
EBITDAF.
E C T
N
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& CO N
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S
••
C
U
RIOUS & O R I G I N AL
Enhance our
licence to operate
through collaborative
work with our
stakeholders.
Be an adaptive and
resilient organisation,
responsive to
future needs.
Play a
leading role
in New Zealand’s
successful transition
to a low-carbon
economy.
SHAPING TOM O R R O W
SHAPING TOM O R R O W
O U R 2 0 3 0 LONG-TERM GOALS
CUSTOMER
New Zealand’s leading
energy brand.
Unleash the
full potential of our
people through
transforming
culture.
Create executable
options for new
growth.
PARTNERSHIPS
Recognised as a leader
within our industry, with our
industry recognised as a positive
contributor to New Zealand, and
with Mercury’s access to fuel
enduring and enhanced.
OUR MISSION:
ENERGY
FREEDOM
COMMERCIAL
Leading our sector in terms
of financial performance and
shareholder returns, earning
at least our cost of capital.
KAITIAKITANGA
Recognised as a leader in the
ultra-long-term management
of both physical and
natural assets.
PEOPLE
A Zero Harm organisation that has
enabled our people to adapt to the
changing nature of work to deliver
the highest levels of performance
and productivity.
CURRENTLY UNDER REVIEW
CURRENTLY UNDER REVIEW
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MERCURY ANNUAL REPORT 2022
CREATING VALUE IN THE FUTURE.
Implementing our strategic framework to allow 'Thriving Today' and 'Shaping Tomorrow'.
We are on track to exceed our three-year
objective to increase the value of our
business to $700M EBITDAF, and have
increased this target to $800M EBITDAF.
We intend to review our purpose and
our long-term goals in the light of these
changes, looking to evolve our strategic
framework to balance insight with clarity of
direction to guide action to build success in
the future.
Our strategic framework maps what we will
need to focus on in the near and mid-term,
to continue to grow and create value over
time. This framework was reviewed and re-
framed in FY21 focusing on:
• the economic, regulatory, market
and other elements of our operating
environment (noted in the Chair and
Chief Executive update)
• internal factors to our business such as
culture and safety (noted in the Chair and
Chief Executive update)
• what we learn from our partners and
stakeholders
• the risks we face
• materiality
In FY22 we implemented our refreshed
framework to align our activities towards
our new mid-term (three-year) objectives.
One objective was to enhance our licence to
operate through collaborative work with our
stakeholders. During FY22 we undertook
reviews of our relationships with key groups
and integrated insights into our business
planning.
In addition to the above, we pursued our
three-year objectives through actions
including:
• adapting our organisation and
responding to needs through our
programme of continuous operational
improvement called ‘Thrive’
• unleashing the potential of our people by
building capability and culture through
our Whakapuāwai programme
• increasing the value of our business
through commissioning new wind
generation at Turitea
• executing options for new growth
through the acquisition of the Trustpower
retail business
Like all businesses, we are seeing an
ever-accelerating pace of change and we
recognise our strategic framework will evolve,
especially due to the significant changes
seen in our business in FY22 (such as our
acquisition of Trustpower’s retail business).
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MERCURY ANNUAL REPORT 2022
LIVING ENERGY FREEDOM.
TE ĀHUANOHO I TE MANAWHIRI PŪNGAO.
In this section, we seek to bring to life the five pillars of
our business, and what they mean to us, through stories
that are examples of material activity undertaken through
the past year. We reflect on our responses to challenges
and opportunities, share our successes, progress and also
lessons from things that didn’t go as planned.
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1. CUSTOMER.
Now a leading multi-product retailer, we can add material value for
customers in terms of convenience, cost efficiencies and the delivery of
innovative and exciting products.
ENHANCING VALUE
FOR CUSTOMERS.
ENHANCED LICENCE TO OPERATE
As New Zealand transitions to a low carbon
economy, we want to ensure this shift is
equitable for all consumers, including those
experiencing hardship. We are acutely aware
of the role we have to play as an essential
service provider. As we continue to grow in
scale, this obligation to all consumers also
grows in importance.
As noted in the Chair & Chief Executive
Update, inflationary pressures and cost
of living are now a global issue, unduly
affecting those who can afford it the least.
New Zealand is not immune, with inflation
hitting a 30-year high and cost of living
increasing across the board in the first half
of 2022, creating financial pressure for many
households. Our own customer research has
also shown a notable increase in incidences
of hardship and perception of hardship being
a more significant issue.
Our approach to customer care is centred
on putting compassion, connection and
care at the heart of all we do and delivering
solutions that are practical and sustainable.
We have implemented targeted solutions like
payment options, a variety of pricing plans,
energy monitoring tools and a customer care
hub on our website. Our customer service
agents are empowered to help customers
who are struggling with their finances by
offering those solutions and we also have
a specialist ‘Here to Help’ team who are
dedicated to working with customers in
hardship, particularly those with high bills or
in complex situations.
We continue to work closely with budgeting,
community and social agencies, as well as
others in the sector to improve customer
outcomes and deliver holistic solutions for
those most in need of extra support. As
an example, our Community Engagement
Manager is a member of the Ministry of
Business, Innovation and Employment’s
Energy Hardship Reference Group which
facilitates greater coordination to support
efforts aimed at reducing energy hardship in
communities.
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MERCURY ANNUAL REPORT 2022
CREATING EXECUTABLE OPTIONS FOR
NEW GROWTH
On 2 May Mercury became New Zealand’s leading
multi-utility retailer through the acquisition of
Trustpower’s retail business.
The milestone event doubled our total customer
connections to approximately 787,000
connections at the time of acquisition. It also
accelerated entry into the telecommunications
market, with Trustpower selling fixed and wireless
broadband and mobile phone services together
with traditional energy offerings (electricity and
gas).
While the completion of this acquisition was
slightly delayed, and there were challenges
preparing for the completion during Covid-19
lockdowns, we remain on-track to deliver the
signalled synergy benefits from combining our two
retail businesses. This includes the acceleration of
our retail strategy, which is centred on delivering
the right product mix and enhanced value for
customers; focusing on premium offerings,
bundles and unique solutions. It also means we
can expand our presence as a national operator.
Integration of the two retail businesses will occur
over time. Mercury and Trustpower customers
are currently continuing to be serviced by both
retail brands. Our focus as we integrate is to bring
together what customers love from each brand
while adding further value, delivering more as a
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CUSTOMER SUMMARY.
STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES
• Enhance our licence to operate through
collaborative work with our stakeholders.
• Increase the value of our business to $700M
$800M EBITDAF.
KEY RISKS
• Errors in customer data quality, billing or general
communications, impacting on customer service and
compliance.
• Loss of customer data (both physical and digital) or
a systems failure impacting on our ability to operate
core systems.
This year also saw the start of a staged
approach to unwinding the LFUC (Low Fixed
User Charge) tariff, an Electricity Price Review
recommendation largely supported by the sector.
Targeted support for those most in need of help
has been wrapped around this change, including
a sector-established fund aimed at easing the
impact for those affected by LFUC phase-out.
We also contribute to the wellbeing of
New Zealand communities through other
sponsorships and partnerships. Notably, it has
been a record-breaking year in our 20-year
partnership with the Starship Foundation in
terms of the number of customers who have
made donations and the total amount of
donations made. We are grateful to all Mercury
customers who have donated to Starship.
During the year we worked with the Commerce
Commission after incorrectly applying early
termination fees for about 2,000 customers
between 2016 and 2020, and were charged for
breaching the Fair Trading Act following year-
end. We have focussed on making this right with
impacted customers by sincerely apologising
to them, refunding the early termination fee
and making a small additional payment in
acknowledgment of our error (completed in
early 2021). In a small number of cases in which
we have been unable to locate an impacted
customer, we have set aside their unclaimed
credit balance, and at the same time donated
the equivalent of their unclaimed credit balance
to the Starship Foundation.
MERCURY ANNUAL REPORT 2022
CREATING VALUE
THROUGH OUR
CUSTOMERS.
COMMERCIAL
CUSTOMER
PEOPLE
PARTNERSHIPS
KAITIAKITANGA
Our focus on enhancing value for customers
delivers shared value across other Mercury Pillars.
For example:
• PARTNERSHIPS – by working with others to
grow our knowledge we can work together
to improve customer outcomes and deliver
holistic solutions for those most in need of
extra support.
• COMMERCIAL - our acquisition of
Trustpower’s retail business will drive
growth in our business.
• PEOPLE - the addition of Trustpower
team members with experience in
telecommunications and multi-product
bundling has grown the capability of our team.
OUR VISION FOR GROWTH
IS CENTRED ON BUNDLING
OPPORTUNITIES OUTSIDE
THE TRADITIONAL ENERGY
OFFERING.
combined business than either business
could have done alone. Our vision for growth
is centred on bundling opportunities outside
the traditional energy offering; an area
Trustpower has already had great success in.
Like electricity, broadband is central to
people’s lives at home and at work so it was a
natural first step beyond energy for Mercury.
In 2021, we began a pilot of ‘Mercury
Broadband’ in partnership with NOW NZ. In
June, Mercury Broadband launched to the
Mercury customer base, giving customers
the ability to add fibre broadband to their
Mercury account. Going forward, we will
look to leverage and extend the products
and solutions we gained via the Trustpower
acquisition.
Finally, in May we ended our partnership with
Airpoints™ and launched a new home of
rewards which enables Mercury customers
to earn points when they sign up for Mercury
Rewards, pay their bill and complete Mercury
App challenges. Points can be used to
unlock Free Power Days and bill credits, and
customers receive Anniversary Free Power
Day bonuses.
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MERCURY ANNUAL REPORT 2022
2. PARTNERSHIPS.
While the electricity sector is well-placed to support the country through the transition,
no one sector will be able to create a low carbon future for New Zealand on its own.
We work with others where Mercury’s values align and where we are in pursuit of shared outcomes
(commercial, societal and environmental) to create solutions that will make a difference.
We listen carefully and continue to refine our approach to stakeholder engagement.
COLLECTIVE
COMMITMENT,
SHARED ACTIONS.
ENHANCED LICENCE TO OPERATE
We continue to recognise our long-
term commitment to our communities
and stakeholders, and to recognise our
interdependence with them in many areas.
This year we sought independently facilitated
feedback from key groups to understand
how we might continue to grow and work
together.
The natural environment that Mercury relies
on around our generating assets is part of a
complex landscape with many other groups
closely intertwined with the land and water,
some of whom have been here a lot longer
than we have.
During the year we engaged Oceania Group
to undertake a review of our relationships
with iwi/Māori to understand what is
working well in our relationships, and what
opportunities there are to deliver additional
mutual value. The review considered how
things stand currently, and recommended
ways in which Mercury can continue to
build partnerships that foster and enhance
relationships, through putting the objectives
of our partners front and centre.
The review consisted of 51 structured
interviews across iwi/hapū groups and the
Mercury team to understand current views
across topics such as cultural competency,
trust, quality of engagement, power
dynamics, and the mood of the relationship.
There were many positive reflections from
iwi and also some insights on what values
are most important in the relationship, the
importance of trust, and the hidden “cost”
to iwi of the relationship. Based on this
knowledge we are resetting our engagement
methods to improve the efficiency and
value to our partners, and working through
a plan on how to address opportunities
to enhance the cultural capacity within
Mercury. Wherever possible Mercury staff
participate directly in iwi relationships rather
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MERCURY IS HIGHLY MOTIVATED TO
TAKE A COLLABORATIVE ROLE WITH
OUR SECTOR AND INDUSTRY.
PARTNERSHIPS
SUMMARY.
STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES
• Enhance our licence to operate through collaborative
work with our stakeholders.
• Play a leading role in New Zealand’s successful
transition to a low-carbon economy.
KEY RISKS
• Short and long-term changes in supply and demand
impacting on the wholesale electricity market.
• Regulatory changes that could affect how we manage
our integrated business model.
than using external consultants as we believe
this demonstrates a genuine commitment
to partnering with Māori. It also upskills our
staff and enhances their understanding and
appreciation of this world view.
A separate review spoke to public and private
stakeholders who have potential to impact on our
strategic objectives such as policy makers, local
and central Government, economists, media and
other industry participants. This acknowledges
the importance of this group to understand and
re-tell the Mercury ‘story’, and their influence
on the policy settings that support our existing
and future business. The review’s purpose was
to understand key issues for our stakeholders,
the health of our relationship with them and
their view of the sector. We were pleased to learn
that the reputation and standing of Mercury
was strong with this group. We are working to
address areas where it was identified that we
could be doing more. We now understand that
this group believes that Mercury could be making
a greater contribution to national conversations
about decarbonisation, as a key participant in
the energy sector, and that the sector itself lacks
a coherent narrative on this key issue. Another
key theme to emerge from this survey was the
belief that the sector needs to collaborate more
to address climate change to support best
outcomes for Aotearoa. We have taken this
insight on board.
We continue to work with our large commercial
customers around the commercial arrangements
to offer them wholesale power. PPAs (Power
Purchase Agreements to supply electricity) and
sleeving arrangements (where a third party
is added between generation and retailer to
mitigate the intermittent nature of wind or
solar power) make it easier for new renewable
electricity generation to be built, and for
customers to be able to access a reliable supply.
Mercury has a PPA with Genesis for energy
generated at our Waipipi wind farm.
PLAYING A LEADING ROLE IN NZ’S
LOW-CARBON TRANSITION
Mercury is firmly focussed on doing our
part for New Zealand’s lower-carbon future.
The electricity sector has a pivotal role to
achieve New Zealand’s decarbonisation goals,
and Mercury is highly motivated to take a
collaborative role with our sector and industry,
and to engage closely with policy makers.
We believe that a constructive, collective effort
is required. The issues are complex and cannot
be addressed in isolation. Along with the
overarching challenges of addressing climate
change, and inter-connected with the outcomes
of this issue, is the need to ensure equitable
access to electricity for all in a time of growing
economic uncertainty.
The Government’s Emissions Reduction Plan
(ERP), released in May, was an important step
towards decarbonising our economy. It sent
signals for where our collective effort as a sector
needs to be directed. Our electricity generation
is already low emissions and our renewability
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is growing, with the country's total electricity
supply expected to reach over 90% renewable
in the next 3-5 years. We are in a great place
to support other sectors like transportation and
industry in their own decarbonisation efforts. All
Kiwis should have equitable access to low carbon
transportation and lifestyle options.
At a sector level, Mercury is one of the partners
who has contributed to the thinking behind the
Aotearoa Circle’s Low Carbon Energy Roadmap
(LCER). The Aotearoa Circle is a partnership
of public and private sector leaders unified
and committed to the pursuit of sustainable
prosperity and reversing the decline of New
Zealand’s natural resources. The Roadmap
incorporates significant insights and expertise
from across the sector, and was designed to
inform Government thinking and decisions
regarding emissions reductions, energy policy
and the National Energy Strategy (NES), targeted
for completion by 2024. We will continue to
engage with the teams working on the NES to
champion a collaborative process to leverage the
insights and expertise from across the sector.
Decarbonisation is a complex and multifaceted
goal and progress will depend on recognising
the interconnected nature of the systems at
play. To design and implement policy across
multiple sectors is an immense task, but
achievable if we work together. Data, insights
and recommendations from the cross-sector
work may also inform the allocation of capital
investment into the New Zealand energy sector.
CREATING VALUE
THROUGH OUR
PARTNERSHIPS.
COMMERCIAL
CUSTOMER
PEOPLE
PARTNERSHIPS
KAITIAKITANGA
Our focus on working with others in the sector
and our communities involves integrated thinking
and delivers shared value across other Mercury
Pillars. For example:
• COMMERCIAL – commercial arrangements
with other generators supports decarbonisation
of the New Zealand economy and addresses
climate change.
• KAITIAKITANGA – working collectively and
sharing our insights is key to supporting New
Zealand’s decarbonisation goals.
• PEOPLE – we work in complex interconnected
communities and we are actively seeking
feedback to build out and develop this
capability in our people.
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3. KAITIAKITANGA.
A commitment to the te ao Māori concept of kaitiakitanga (guardianship and protection)
guides the ways in which we work with natural resources and the power stations that were
built by earlier generations of New Zealanders. A wider application of this principle extends
to Mercury’s support and commitment to the decarbonisation of New Zealand’s economy.
COMMITMENT
TO CARING.
This year we have continued the stewardship of our
generating assets and the environments we share, including
our ongoing investment in the generation of renewable
electricity. This long run capital expenditure platform
underpins sustainable performance of our generating
assets. Investment includes ‘big ticket’ greenfield builds
and significant investment in upgrading and maintaining
our current power stations, contributing to the long-
term performance and security of key generation assets
important to New Zealand and its energy freedom.
ENHANCED LICENCE TO OPERATE
Mercury’s focus on enhancing its existing generation
includes the six-year $75 million modernisation project of
the Karāpiro power station, announced in 2019. Installation
of updated technology means that generation will be more
efficient, achieving more power from the same water.
Increased output from the station after the first unit outage
should be seen from May 2023. The full programme will
increase overall peak station capacity by 17% (16.5MW)
to 112.5MW and average energy production by 32GWh
to 537GWh per annum, an increase enough to power
approximately 4,500 New Zealand homes.
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INVESTMENT INCLUDES
‘BIG TICKET’ GREENFIELD
BUILDS AND SIGNIFICANT
INVESTMENT IN UPGRADING
AND MAINTAINING OUR
CURRENT POWER STATIONS.
KAITIAKITANGA
SUMMARY.
STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES
• Enhance our licence to operate through
collaborative work with our stakeholders.
• Increase the value of our business to $700M
$800M EBITDAF.
• Create executable options for new growth.
• Play a leading role in New Zealand’s successful
transition to a low-carbon economy.
KEY RISKS
• An event that impacts on the viability, efficiency or
operability of our power stations.
• Availability of water for hydro generation and
geothermal fluid for geothermal generation.
• Ability to secure future development opportunities
for geothermal and wind generation.
Since the project was announced, substantial
enabling works have taken place including
undertaking spillway and diversion tunnel
maintenance, 400V distribution upgrades and
necessary powerhouse crane maintenance. The
first unit outage will take place from August
2022 to May 2023 (with programmed outages
for the other two units commencing August
2023 and 2024). Looking forward, we’ve been
talking with the community around the dam
as the dam road will need to be closed for four
months in each of the coming three years
to safely and efficiently carry out the works.
Procurement and manufacture of parts is
well underway, with delivery to site of major
componentry. The Karāpiro works are part of
an extensive programme on the Hydro System,
with around a quarter of a billion dollars invested
so far. Planning has commenced for two more
stations, Maraetai and Ātiamuri, for future
significant works.
CREATING EXECUTABLE OPTIONS FOR
NEW GROWTH
At the Rotokawa geothermal field, working
with our joint venture partner Tauhara North
No.2 Trust, we have completed $30 million
of rebalancing works, projected to increase
capacity by an additional 7MW on average
each year. This was a challenging and complex
project to combine two plants (Nga Awa Pūrua
and Rotokawa) on the field. Rotokawa Power
Station was upgraded to process more of the
hot geothermal fluid and a separation plant was
installed to route high enthalpy fuel (steam) to
Nga Awa Pūrua and low enthalpy fuel (brine) to
Rotokawa. The new technology has increased the
output of each station because they are using
the resource more efficiently and producing
more electricity.
The project delivered on the plant efficiency
improvements, however an issue resulted in
a 'water hammer' event that led to a loss of
containment of steam during commissioning.
Mercury notified and cooperated with WorkSafe
following the incident, and three of the four
improvement notices WorkSafe issued have
been resolved. Following year-end Mercury has
been charged for breaches of health and safety
legislation arising from the incident. Since the
incident, Mercury has been collaborating with
external and internal experts to progress design
enhancements to maximise long-term safety
and efficiency. This will be completed in FY23.
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CREATING VALUE
THROUGH
KAITIAKITANGA.
COMMERCIAL
CUSTOMER
PEOPLE
PARTNERSHIPS
KAITIAKITANGA
Our commitment to stewardship of our generating
assets and environment as well as the broader
decarbonisation of the New Zealand economy
involves integrated thinking and delivers shared value
across other Mercury Pillars. For example:
• PEOPLE – the trial of reinjecting carbon at Ngā
Tamariki reflects Mercury's commitment to science
and research, enabled by a culture of innovation.
• PARTNERSHIPS – we are actively collaborating
and learning through initiatives to accelerate New
Zealand’s transition to a low-carbon future.
• COMMERCIAL – we are taking a leading approach
to decarbonisation: building new renewables,
refurbishing our current power stations, and
carefully managing our portfolio.
PLAYING A LEADING ROLE IN NZ’S
LOW-CARBON TRANSITION
Mercury’s commitment to the country’s
decarbonisation includes significant research and
development in how we decarbonise our own
operations at source, along with exploring ways to
help other industries decarbonise by harnessing
the power of renewable electricity.
Addressing emissions from our geothermal
facilities is our single biggest opportunity
to address our Scope 1 emissions. Carbon
reinjection returns naturally occurring geothermal
carbon dioxide to the underground reservoirs
from where it has been drawn, rather than being
emitted during power generation. A pilot project
this year was the result of significant research and
development towards re-injecting carbon to the
geothermal reservoir at Ngā Tamariki. Mercury’s
trial on one of the four units at Ngā Tamariki
Power Station is the first use of the technology in
the Southern Hemisphere, and comes after two
years of process and safety study, geochemistry
and reservoir modelling, laboratory testings and
collaborative engineering work with geothermal
technology provider, Ormat.
The purpose of the trial is to determine the
viability of reinjecting CO2 back into the
geothermal reservoir without affecting its
sustainability, or the operation of the power
station. If successful, Mercury will evaluate
extending the technology to Ngā Tamariki's
three other units. The cumulative emissions
reduced from all four units at Ngā Tamariki
would be approximately 30,000 tonnes of
carbon dioxide per annum. This research and
development takes place at the same time
as Aotearoa New Zealand’s other significant
geothermal generators, Contact Energy, Ngāwhā
Generation and Eastland Generation (who,
together with Mercury, represent 96% of the
country’s total geothermal energy supply), are
also trialling carbon capture and reinjection.
Across all operators, cutting geothermal
emissions has the potential to reduce this
country's carbon emissions by 568,000 tonnes
per year, equivalent to taking over 236,000 cars
off the road. Despite emissions from geothermal
power production making up a relatively small
component of the country’s emissions profile, it’s
still of significant benefit.
More broadly, transport is New Zealand’s biggest
opportunity to decarbonise. Mercury supports
the Government’s transport decarbonisation
hierarchy of “avoid” (reduce travel), “shift” (to
active and/or shared modes of travel) and
“improve” (decarbonise our vehicles). To support
improving the carbon footprint of New Zealand’s
vehicle fleet through the uptake of electric
vehicles (EVs), we have agreed a partnership with
start-up Hikotron in its rollout of a New Zealand-
made smart AC charging network.
To shift more travel to active or shared modes,
the government’s Emissions Reduction Plan
(ERP) targets for transport by 2035 include
reducing vehicle kilometres travelled by cars by
20% through providing better travel alternatives.
Given Mercury’s holistic commitment to
decarbonising transport, we have been
supporting Big Street Bikers since 2019 to
build a nationwide network of secure e-bike
docking and charging sites (“Locky Docks”)
to encourage e-bike use in our cities. The
agreement supported the construction of sites in
Christchurch, Auckland and Wellington.
This is the fourth year we have reported on our
climate-change disclosures in accordance with the
recommendations of the Task Force on Climate-
related Financial Disclosures (TCFD). Please see our
comprehensive TCFD Report for more detail.
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MERCURY ANNUAL REPORT 2022
4. PEOPLE.
As we head into a major period of growth, we are focussed on evolving our culture,
taking an inclusive approach that fosters diversity and growing our internal
capability to set ourselves up for long-term success.
EVOLVING
OUR CULTURE.
UNLEASHIING THE FULL POTENTIAL OF
OUR PEOPLE
We are continuing to progress our Thrive
programme, which is centred on delivering
initiatives to enhance performance. Examples
of initiatives which are already providing value
for Mercury are covered in the Commercial
pillar story. The next stage of the programme,
starting in FY23, will have an increased focus
on building capability and identifying initiatives
which support changes to our ways of working.
We recognise the important role culture plays
in Mercury’s ability to thrive into the future.
We have launched a culture programme
called Whakapuāwai (meaning to evolve,
prosper or thrive), which has helped us
to identify where our culture is, where we
want it to be and what we need to do to get
there. In essence, we want to continue to
cultivate a culture that is adaptive, resilient,
collaborative and improvement focussed. We
have held Whakapuāwai sessions with our
people to encourage thinking about culture,
what role it plays in an organisation and how
every employee contributes to forming and
sustaining that culture. We paused some
Whakapuāwai activity so we could also include
our new team members from Trustpower in
these sessions, which we are now progressing.
We have also identified opportunities for
improvements we can make at an enterprise
level to evolve our culture and further enhance
our business performance.
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We have launched a Diversity and Inclusion strategy which
builds on our belief that having a team of individuals from
different backgrounds, views, experience and capabilities
working together makes us stronger and better as an
organisation. We have been engaging with our people
leaders so they understand the importance of diversity
and inclusion and can make decisions every day that help
us to achieve our targets. Our reporting on our gender pay
gap saw us become one of the first 50 companies to be
included in New Zealand's first Public Pay Gap Registry
PEOPLE SUMMARY.
STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES
• Enhance our licence to operate through collaborative
work with our stakeholders.
• Increase the value of our business to $700M
$800M EBITDAF.
• Unleash the full potential of our people through
transforming culture.
• Be an adaptive and resilient organisation through
collaborative work with our stakeholders.
KEY RISKS
• An incident occurring that causes a fatality or serious
injury to our employees, a contractor, a customer or
the public.
• Failing to develop, engage and retain our growing
talent.
• Failing to recognise the importance of employee
wellbeing for growing a culture that embraces
learning, challenges mindsets, lifts capability and
celebrates curiosity.
when it launched in March. We acknowledge we still have
a way to go to meet the targets, which are covered in
Governance at Mercury.
We have two Employee Network Groups underway to
grow awareness, celebrate uniqueness and promote
inclusiveness. The Pride Network aims to create a more
safe, supportive and equitable Mercury for our rainbow
people and customers, while Te Ao Māori ki Mercury aims
to uplift te reo me ona tikanga and te ao Māori within the
organisation.
All Mercury people leaders have participated in unconscious
bias training, and we have introduced a Diverse Emerging
Leaders programme to support career progression for
employees from diverse backgrounds and contribute to
creating a more inclusive work environment. We have also
committed to a Support Partner relationship with the
not-for-profit TupuToa, which will see us take on nine Māori
and Pasifika interns/graduates over a three-year period,
supporting their entry into professional careers and growing
our young Māori and Pasifika employee base.
We have refreshed our Flexible Working Guidelines to better
reflect and support different ways of working for individuals
and teams. The new guidelines allow for increased flexibility,
provided an individual’s needs are balanced with the needs
of the team and organisation. Providing increased flexibility
is also a key employee attraction and retention tool.
The talent of our people was recognised in multiple
forums over the year, and we extend our congratulations
to those individuals and teams. This included recognition
for our team involved in the Tilt acquisition (INFINZ M&A
transaction of the year) and our Treasury and Finance
teams for capital structure management (Excellence in
Treasury). Our Chief Financial Officer, William Meek was
also recognised as CFO of the Year by Deloitte, and our
marketing team received golds in the Consumer Services
and Most Effective categories of the 2022 Beacon Awards
for the ‘Move with Mercury’ campaign.
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MERCURY TEAM MEMBERS’ REFLECTIONS
ON CULTURE
“People love turning up to work in a good, strong
happy culture, and, of course, the inverse applies
so it's in all our interests to have a good, fun
culture that makes us want to get out of bed in the
morning to come to work.”
- Jo Christie
"Culture is always there, even when you don’t
think about it. It can have positive and/or negative
aspects. By becoming aware of what we can do as
individuals to reinforce or change our culture, we
are empowering people to thrive collectively."
- Daniel Chaparro
“What really resonates with me is ‘we all own the
culture; it is not something the company owns’.
A simple, but very empowering statement that
shows the important part we all play in creating a
great culture.”
- Jason Parker
“It has been fascinating to understand and learn
what culture actually is and how much it impacts
the employee experience, performance and
achieving strategic objectives at work. If everyone
can be made aware of this, and what it takes to
achieve a succeeding culture, then it’s win-win all
round.”
- Michelle Jacobs
“Culture can be a challenging, shape-shifting
construct; hard to define, but pivotal to what we
do and who we are as an organisation. So, it’s
refreshing that we get the space to understand
and think deeply about it.”
- Glen Brown
MERCURY ANNUAL REPORT 2022
CREATING VALUE
THROUGH OUR
PEOPLE.
COMMERCIAL
CUSTOMER
PEOPLE
PARTNERSHIPS
KAITIAKITANGA
Our focus on evolving our culture, taking an
inclusive approach that fosters diversity and growing
our internal capability delivers shared value across
other Mercury Pillars. For example:
• COMMERCIAL – evolving our culture will help to
enhance our business performance.
• CUSTOMER – in an adaptive, resilient,
collaborative and improvement focussed culture
people are more energised and accountable,
making them positive ambassadors of our brand.
• PARTNERSHIPS – our Support Partner
relationship with TupuToa will help us build the
number of Māori and Pasifika in our team, to
better represent the communities that we serve.
To keep ourselves accountable, we have set
a target of 60% of vacancies to be filled by
internal candidates. This year 51% were filled
by internal candidates (excluding Trustpower).
We have also replaced our annual employee
engagement survey with shorter quarterly
surveys to get feedback more regularly from
employees on what is going well and what
opportunities there are for us to improve the
employee experience. There has been over
70% participation in these surveys, giving
us valuable insight and feedback to support
our decision making. Feedback has been
largely positive, with employees rating learning
opportunities and enterprise communications
particularly highly. We have also run an
employee wellbeing survey as part of a wider
Wellbeing Review by external consultants and
are now using these insights to help us be
even more purposeful in the ways we support
employee wellbeing.
Lastly, we have made changes to the
Generation and Customer areas of our
business to best position Mercury for the
future. The Generation changes were made
following the creation of a Generation
business unit in which our hydro, geothermal
and wind assets were brought together to
foster greater collaboration and support
more joined up decision making across our
generation fleet. The Customer changes were
made ahead of Mercury becoming a multi-
product utility retailer.
BEING ADAPTIVE AND RESILIENT,
RESPONDING TO FUTURE NEEDS
We recognise building and retaining our
internal capability is key to our success and
are focussed on developing our people so we
can build talent pipelines from within.
We have a Capability Uplift Programme
that gives people opportunities to learn and
develop new skills outside their core role
to help increase their career development
opportunities at Mercury. We also have an
internal online platform called SkillShare that
enables people to develop skills in different
areas by offering their support on projects
within Mercury.
77%
OF PEOPLE SAY THAT WHEN SOMETHING
DOESN’T GO QUITE RIGHT, IT IS TREATED
AS AN OPPORTUNITY TO LEARN.
73%
OF PEOPLE SAY THAT THEY HAVE THE
OPPORTUNITY TO BE INVOLVED IN THINGS
THAT HELP THEM LEARN AND DEVELOP.
82%
OF PEOPLE SAY TEAM MEMBERS
READILY SHARE THEIR KNOWLEDGE
AND LESSONS LEARNED.
OUR SKILLS PLEDGE.
We remain supportive of the Aotearoa New Zealand Skills Pledge,
established by the Prime Minister’s Business Advisory Council in
2019. We aim to offer our people the opportunity to be trained
and to learn new skills needed for the changing nature of work.
Our focus during FY22 has involved offering varied learning
experiences. For example, unconscious bias for leaders, safety
culture training for employees and leaders and mental health
awareness for leaders. Workshops, webinars and e.learning has
been on topics such as commercial capability, finance for non-
financial managers, influencing skills, recruitment, understanding
remuneration and leading teams during a pandemic.
TRAINING AREA
TRAINING HOURS
IN FY21
TRAINING HOURS
IN FY22
Capability
development
Health & safety
Business
compliance
7,358
4,035
1,367
3,976*
5,628
2,045
*Due to Covid-19 restrictions fewer courses were able to be
held this year than previously.
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5. COMMERCIAL.
Mercury is in the early phases of a period of growth in renewable
generation output, fuelled by a need to rapidly decarbonise
the economy – with renewable electricity underpinning the
decarbonisation of many other sectors in Aotearoa New Zealand.
DELIVERING MORE
FOR CUSTOMERS
AND COUNTRY.
ENHANCED LICENCE TO OPERATE
INCREASED VALUE OF OUR BUSINESS
An 8-well geothermal drilling campaign
breaks ground later this year, with new wells
and connecting pipelines across Rotokawa,
Kawerau and Ngā Tamariki fields. This is our
largest drilling campaign in several years
and is part of a long-term drilling strategy
to ensure high quality fuel supply and fuel
security for our geothermal power stations.
The larger campaign allows for better
economies of scale with procurement.
It also creates opportunities to further upskill
and grow our technical drilling capability
to support future activity and maintain our
valuable well assets for the long term.
In August 2021 the acquisition of Tilt
Renewables’ New Zealand operations added
five wind farms to our portfolio, and with
the Turitea North wind farm becoming
operational in the last quarter of calendar
2021, we became New Zealand’s largest wind
generator. This has significantly diversified
our revenue streams, and has come with
challenges as well as opportunities.
While wind has a great degree of
predictability to its output over the course of
a year, it generates only when it is blowing,
and requires ‘firming’ with another generation
source in order to provide reliable power
to customers.
Mercury’s Waikato Hydro System is an
especially good counter-balance because
the hydro lakes act as a storage facility and
electricity output can be quickly ramped up
and down to meet demand.
As wind becomes a greater proportion of
our portfolio mix this will become more
challenging. This will be added to as the
residential customers we serve (with their
typical morning and evening demand
peaks) have increased with the acquisition of
Trustpower’s retail customers, and as Mercury
transitions off the supply arrangements with
Manawa that were part of that deal.
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THIS HAS SIGNIFICANTLY DIVERSIFIED
OUR REVENUE STREAMS, AND HAS
COME WITH CHALLENGES AS WELL
AS OPPORTUNITIES.
COMMERCIAL SUMMARY.
STRATEGIC GOALS: OUR THREE YEAR OBJECTIVES
• Enhance our licence to operate through collaborative
work with our stakeholders.
• Increase the value of our business to $700M
$800M EBITDAF.
• Unleash the full potential of our people through
transforming culture.
• Create executable options for new growth.
• Play a leading role in New Zealand's successful
transition to a low-carbon economy.
• Be an adaptive and resilient organisation, responsive
to future needs.
KEY RISKS
• Failing to successfully execute on new growth
opportunities or significant development projects.
• Failing to recognise and plan for the impact of climate
change on long term financial sustainability.
• Plant failures and national fuel constraints impacting
on short and medium term generation.
Our experienced market managers were tested again
this year by the third consecutive ‘dry year’. January to
May is the seasonal period of low inflows to the Hydro
System, and generation can exceed inflows during
that time. The team are disciplined and careful to
maintain storage in Lake Taupō through summer to
ensure we have maximum flexibility in winter when
demand is highest. Early in the year there was an
additional challenge with the Kawerau outage leading
to increased pressure on our hydro generation, but
this was managed well by our team.
UNLEASHING THE FULL POTENTIAL
OF OUR PEOPLE
The Digital River, a digital simulation of the Waikato
Hydro System, is an example of Thriving Today that
is forecast to deliver over $7m of extra value in FY23.
It uses new data platforms to provide a layer of
real-time analytics to our Hydro Control desk. Acting
as a co-pilot, it assists in fine-tuning generation
efficiency and integrating forecasts by planning then
simulating days ahead. The Digital River supports a
systems thinking approach to evaluating the impact
of outages, tactics, weather, and market conditions on
our trading operations.
The Thrive focus was also applied to the “Class 3”
maintenance program that ensures the ongoing
reliability and availability of Mercury’s hydro power
stations. Class 3 works include accessing the wet
areas of the machine such as the turbine and
penstock and headgate to assess the condition of
the asset, along with cleaning and inspection of other
componentry, and are carried out every 3 to 4 years
on each unit. With 39 hydro units across our fleet, the
generation team execute 13 Class 3s each year. The
time taken to complete this maintenance had grown
in recent years by an additional 10 days (from 15 to
around 25 days) as more tasks were included in the
programme. However, using the Thrive mindset, the
team identified opportunities to create value through
streamlining planning processes, focusing on tasks
that are critical to the ongoing reliable operation of
the unit, and ensuring that the right tools, equipment
and people were available at the right time to
complete the activity. By taking this approach,
Class 3 outage durations have reduced to 15 days.
Achieving clarity of purpose behind this maintenance
programme led to reduction in project management,
and an uplift in focus and teamwork.
CREATING EXECUTABLE OPTIONS
FOR NEW GROWTH
We are actively pursuing new generation projects
to add to our diverse portfolio, with one of the best
pipelines of future generation in the country. Our
development pipeline focuses on wind, including sites
in Manawatū, Northland, Otago and Southland. Wind
is a natural fit to our renewable hydro and geothermal
generation portfolio.
We stand ready to support the country’s
decarbonisation goals including through significant
investment into new projects, and maintaining and
enhancing our current assets.
We have a pathway to deliver over 2,000 GWh per
annum of new renewable energy by the end of the
decade, and are engaging with the communities
where our potential new generation is located to
understand the impacts this might have on them.
This includes a future wind farm at Puketoi (230MW)
where we're actively considering constructability, and
have extended the consent period to 2031. We are
continuing to work towards potential new generation
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MERCURY ANNUAL REPORT 2022
CREATING VALUE
THROUGH
COMMERCIAL.
COMMERCIAL
CUSTOMER
PEOPLE
PARTNERSHIPS
KAITIAKITANGA
Our focus on growth in renewable generation
integrates thinking and delivers shared value
across other Mercury Pillars. For example:
• PEOPLE – resilience is being built through our
programme of culture change, to empower
(Whakapuāwai) and enable (Thrive).
• PARTNERSHIPS – working with others
helps build our knowledge and deepen our
connections with communities around our new
renewables pipeline.
• KAITIAKITANGA – the significant addition
of wind generation from Turitea wind farm
will enable increased decarbonisation of New
Zealand’s economy, to address climate change.
opportunities at wind sites at Kaiwera Downs
(40MW), Kaiwaikawe where a consent was recently
granted (75MW) and Mahinerangi stage 2 (160MW).
We are also conducting initial feasibility work to add
a fifth unit to our Ngā Tamariki geothermal power
station (that would generate an additional 35MW).
Beyond this phase, further options are being
explored. We continue to actively consider the role
emerging technologies like grid solar and batteries
will play in New Zealand’s energy system and how
Mercury might play a part in that.
While New Zealand has poor solar intensity on
average, some parts of the country offer potential for
grid-scale solar generation where areas with the right
level of solar radiation coincide with suitable access
to transmission.
PLAYING A LEADING ROLE IN NZ’S
LOW-CARBON TRANSITION
Work continues at Turitea Wind Farm on the
Manawatū hillside, with civil works well advanced
towards construction of the final 27 turbines in the
southern zone of the site. The 33 turbines in the
north are now on stream and generating. We remain
on track for mid-FY23 for full completion of what will
be New Zealand’s largest wind farm.
At the same time as we continue to build out our
fleet of renewable generation, the demolition of the
decommissioned Southdown thermal station is also
underway. The 140MW thermal-powered station
was closed in 2015 (when it was generating less
than 5% of the company’s output), and Mercury has
generated 100% renewable energy since that time.
Sale of the South Auckland site will release capital
to be redeployed more effectively in the business,
supporting broader strategic objectives including our
commitment to new renewable generation.
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MERCURY ANNUAL REPORT 2022
ENERGY FREEDOM IN NUMBERS.
NGĀ NAMA O TE MANAWHIRI PŪNGAO.
This section explains how our integrated thinking, our decisions and our
actions play out in financial results. We provide commentary on our financial
performance for the year to the end of June 2022 compared with prior years,
as well as our auditor’s report and our financial statements. Segment reporting
has been set out so that you can clearly see the financial dynamics of our
generation operations as distinct from our retail energy sales operations. We
also feature our approach to assessing and managing climate change risk with
our Task Force on Climate-related Financial Disclosures - TCFD Report.
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FINANCIAL COMMENTARY.
Mercury’s FY2022 financial performance set a record high at
$581 million EBITDAF, 25% higher than the prior year of $463
million EBITDAF. While inflows into the Waikato catchment were
dry like the previous year (30th percentile on average), Mercury’s
financial performance was positively impacted by the acquisition
of the New Zealand wind operations from Tilt Renewables in
August 2021, the commissioning of the northern section of
the Turitea wind farm in December 2021 and performance
improvements in the core business including Mercury’s
continuous improvement programme, “Thrive”.
M&A ACTIVITY
FY2022 was a year marked by significant acquisitions for
Mercury, through the successful completion of transactions
with both Tilt Renewables for the purchase of New Zealand
wind farms and development options, and with Trustpower
(now named Manawa) in respect of its mass market retail
business. Mercury is now New Zealand’s largest wind
generator and biggest electricity retailer by customer market
share.
In August 2021, a scheme of arrangement between Mercury
and Powering Australian Renewables (PowAR) to acquire
Tilt Renewables Limited (Tilt) was concluded. Under that
scheme of arrangement, Mercury acquired all of Tilt’s New
Zealand operations, including development options, for an
enterprise valuation of approximately NZ$797 million. This
acquisition was funded from the sale of Mercury’s 19.9% Tilt
shareholding, worth NZ$608 million, and net debt of NZ$189
million. The purchase price allocation has been finalised and
is detailed in Note 1 of the financial statements. Mercury
realised a net gain on sale of its shares in Tilt of $367 million.
After normalising for the accounting treatment of the unwind
of the contract for difference, the acquired operations
contributed $47 million in FY2022. This transaction
was recognised at the 2022 INFINZ awards as the M&A
transaction of the year.
In May 2022, Mercury acquired Trustpower’s retail business
for $470 million. The provisional purchase price allocation
is also included in Note 1. As part of the Trustpower retail
acquisition, a 10-year contract for difference (CFD) was
agreed with Manawa, which provides a fixed CPI escalating
price for the first five years of the contract and then resets
to an ASX futures-based pricing methodology. The unwind
of this CFD, valued at $488 million under purchase price
accounting, resulted in a reduction to trading margin of $46
million across May and June 2022 and is expected to impact
FY2023 trading margin by $200 million, with the remaining
balance unwinding on a declining basis over the first five
years of the CFD. After normalising for the accounting
treatment of the CFD, the Trustpower retail business
contributed $12 million in FY2022.
OPERATIONAL ACTIVITY
At 3,662GWh, Mercury’s hydro generation was down for the
second year running, by approximately ~400GWh compared
to the group’s long-term average of 4,050GWh, although
production was up slightly on the dry prior year (51GWh). La
Nina weather patterns over the last two years saw Lake Taupō
start the financial year close to empty. Hydro generation was
managed over the first half of the financial year to lift Lake
Taupō storage ahead of the seasonally drier weather over
summer and autumn. Heavy rainfall in June 2022 restored
the Lake Taupō level to well above the historic average and
70% full, positioning hydro generation well for the start of
FY2023.
Geothermal generation efficiencies were achieved through
steam optimisation and fine-tuning plant performance,
which helped mitigate the impact of the unplanned 6-week
outage at the Kawerau geothermal station in early June
2021, which returned to service on 20 July 2021. As a result,
geothermal generation was down 26GWh on the prior year to
2,568GWh.
FY2022 saw the addition of significant wind generation to
the group’s generation portfolio, although less windy weather
during FY2022 constrained the performance of these assets.
The acquisition of five wind farms generating on average
1,100GWh p.a. from the Tilt acquisition in August 2021 added
961GWh of production to FY2022. Production at these
wind farms is pre-sold under long term agreements with
Genesis and Manawa. Turitea North was fully commissioned
in December 2021, contributing 308GWh to FY2022 and
is managed within Mercury’s overall generation portfolio,
hedging sales to our electricity customers.
In contrast to the prior financial year, when significantly low
generation in June 2021 due to low water levels at Lake
Taupō and the outage at Kawerau forced costly hedging
contracts, efficient management of lake levels, with no
unplanned outages, resulted in materially lower ($43 million
benefit from ~210GWh less buying at VWAP of ~$200/MWh)
hedging costs compared with the prior year. Average spot
prices dropped ~$30/MWh on average with little impact to
the portfolio given net position was neutral to slightly short in
both years.
The group’s focus of ‘Thriving Today, Shaping Tomorrow’ was
underpinned in FY2022 by our continuous improvement and
resilience programme, ‘Thrive’. Thrive delivered $47 million
of EBITDAF uplift, through enduring savings in operating
expenses ($12 million), improvements in trading margin ($7
million) and significant carbon unit trading gains ($27 million)
as the price of NZ emissions units almost doubled over the
year.
In our customer business, we again saw lifts in customer
yields across all customer segments. Yields in the commercial
and industrial segment (physical and financial) increased
by $10/MWh, or 13.9%, over the period. Average mass
market yields increased $5/MWh, or 3.2%. Mercury brand
market share declined slightly, with ICP numbers falling by
7,000 as mass-market customer losses exceeded customer
acquisitions. The acquisition of Trustpower’s retail business
added 253,000 mass-market electricity customers, 117,000
broadband customers, 48,000 gas customers and 13,000
mobile customers and accelerated Mercury’s transition to a
truly multi-product utility provider.
Electricity sold to customers (physical and financial) dropped
by just over 200GWh to 5,878GWh. Sales to commercial/
industrial customers grew by 367GWh, offset by declines in
mass market of 117GWh and end-user CFDs of 453GWh,
mainly due to the termination of the 80MW Norske Skog CFD
in July 2021.
TRADING MARGIN
With our transition to a multi-product utility provider, what
was previously reported as energy margin is now referred to
as trading margin. Mercury’s trading margin of $745 million
was up $129 million from the previous year’s energy margin,
primarily driven by new wind generation.
OTHER INCOME
Other net income of $66 million is higher than the prior
year, primarily due to $26 million received from insurers as
an interim payment in relation to the Kawerau geothermal
station outage in June/July 2021, and a dividend received of
$4 million from Tilt Renewables prior to the sale of Mercury’s
20% shareholding.
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MERCURY ANNUAL REPORT 2022
BALANCE SHEET
Total assets of the company increased by $1,682 million, due
to a $293 million upward revaluation of Mercury’s generation
assets, and the construction and acquisition of wind
generation assets.
Stay in business capital expenditure (CAPEX) was relatively
flat compared with the prior year at $68 million, with a small
uplift due to preparatory drilling costs and work at Kawerau
following the outage in June/July 2021. Leaving aside the
Tilt and Trustpower retail acquisitions, growth CAPEX was
down $109 million on the prior year to $85 million with
lower construction costs at Turitea with a total $76 million
(including capitalised interest) spend in FY2022 in this
financial year.
UNDERLYING EARNINGS
Underlying earnings is provided to enable our stakeholders
to make an assessment and comparison of earnings after
removing one-off and/or infrequently occurring events
(exceeding $10 million of profit before tax), impairments, any
changes in the fair value of derivative financial instruments
and gain/loss on disposal.
Underlying earnings after tax increased by $1 million for the
year, reflecting an uplift from the impact of the activity that
has taken place largely offset by lower hydrology.
CASH FLOWS FROM
OPERATING ACTIVITIES
Net cash provided by operating activities represents cash
flows from the sale of electricity, gas, broadband, and
telecommunication services, along with the costs associated
with their sale and the cash costs of interest and taxes.
Cash flows from operating activities were up $14 million this
year, largely due to increased EBITDAF and lower cash tax
paid, offset by the impact of low June 2021 EBITDAF, which
impacts July 2021 cash flows.
OPERATING EXPENSES
Operating costs represent the company’s indirect costs of
sales, including salaries and wages, maintenance costs and
all other overheads.
Operating costs increased by $40 million on the prior year,
primarily due to an increase in operational activity resulting
from acquisitions. Trustpower’s retail business increased
operating costs over May and June by $13 million, and
the ex-Tilt and Turitea wind assets added a further $18
million. Changes in the accounting treatment of Software
as a Service costs adopted in FY2021 resulted in $9 million
of expenditure. Normalising for these costs, Mercury’s
disciplined approach to operating costs in combination with
its operational agility and resilience programme, ‘Thrive’,
resulted in the group keeping its operating base relatively flat
for its ninth year in a row. Growth in Mercury’s generation and
retail businesses means going forward, operating costs are
expected to increase and a new base level set.
OPERATING EARNINGS (EBITDAF)
Mercury’s EBITDAF of $581 million rose $118 million from the
previous year, as previously explained.
PROFIT FOR THE YEAR
Mercury’s net profit after tax of $469 million was up
significantly from the prior year, primarily due to the $367
million non-taxable gain on disposal of shares in Tilt. Other
contributors of note outside the increase in trading margin,
noted above, were the gains generated by carbon unit sales
($27 million) and insurance proceeds ($26 million), offset
by increases in depreciation ($72 million), interest costs ($17
million) and fair value movements ($35 million).
CAPITAL STRUCTURE AND DIVIDENDS
Net debt rose to $1,961 million as at 30 June 2022, with
financing required to support the completion of Turitea North,
continued construction of Turitea South, acquisition and
refinancing of the Tilt New Zealand business and acquisition
of the Trustpower retail business. Mercury’s $300 million
wholesale / credit wrapper bond was repaid in September
2021. AU$200 million of green bonds were issued in
November, adding to the $550 million of green bonds issued
the year before, and tracked in accordance with Mercury’s
Green Financing Framework. A further $250 million of capital
bonds were also issued during the year.
A dividend reinvestment plan (DRP) was established during
the year. Treasury stock of $109 million was re-issued in
relation to the DRP and underwrite for the HY2022 interim
dividend. The company’s gearing level is calculated at
2.7 times debt/EBITDAF after adjusting for Mercury’s
subordinated debt and unwind of the Trustpower CFD.
Gearing is up on the previous year due to increased debt,
partially offset by higher EBITDAF. The gearing ratio remains
in the middle of Mercury’s target range of 2.0x to 3.0x debt/
EBITDAF supporting our S&P credit rating of BBB+.
At year end, Mercury held 18 million shares as treasury stock,
has available debt headroom of $525 million and held cash
and cash equivalents of $65 million. This continues to provide
balance sheet flexibility for growth over and above current
commitments.
A fully imputed ordinary dividend of 12.0 cents per share
(cps) final dividend has been declared. This brings the
full-year ordinary dividend to 20.0 cps, up from 17.0
cents per share, or 17.6%, a material increase, marking our
fourteenth consecutive year of ordinary dividend growth.
Under the terms of Mercury’s DRP, dated 22 February 2022,
shareholders may elect to receive the dividend either wholly
or partially by receiving Mercury ordinary shares in lieu of
cash. The Board has determined that shares issued under
the DRP in respect of the 2022 final ordinary dividend will be
issued at a discount of 2.0% to the daily volume weighted
average share price calculated in accordance with the DRP
terms and conditions.
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MERCURY ANNUAL REPORT 2022
FINANCIAL TRACK RECORD.
FINANCIAL PERFORMANCE TRENDS
For the year ended 30 June ($ million)
2022
2021
20201
20192
20182
For the year ended 30 June ($ million)
2022
2021
20201
20192
20182
Operational measures
Total recordable injury frequency rate (TRIFR)4
Sales to customers (FPVV, GWh)
Electricity customers (‘000)
Electricity generation (GWh)
0.60
5,105
574
7,499
0.64
4,522
328
6,205
1.26
4,361
348
6,331
0.72
4,500
373
6,703
0.87
4,477
388
7,511
1. Restated for change in accounting policy in relation to configuration and customisation costs incurred in implementing SaaS arrangements.
2. Financial results for the period 30 June 2017, 2018 and 2019 include Metrix which the Group sold on 1 March 2019.
3. Adjusted for S&P treatment of subordinated debt and unwind of the Manawa CFD.
4. Per 200,000 hours; includes on-site employees and contractors.
Income statement
Trading margin
EBITDAF
Net profit for the year
Balance sheet
Total shareholders’ equity
Total assets
Total liabilities
Cash flow
Operating cash flow
Investing cash flow
Financing cash flow
Capital expenditure
Total capital expenditure
Growth capital expenditure
Stay-in-business capital expenditure
Other financial measures
Underlying earnings after tax
Free cash flow
Ordinary and special declared dividends
Ordinary dividends per share (cents)
Basic and diluted earnings per share
Net debt
Gearing (net debt/net debt + equity, %)
Debt/EBITDAF (x)3
745
581
469
4,752
9,660
4,908
352
(534)
84
1,420
1,352
68
146
284
275
20.0
34.32
1,961
29.2
2.7
616
463
141
4,186
7,978
3,792
338
(296)
42
250
194
56
145
282
231
17.0
10.36
1,329
24.1
2.5
652
490
209
3,733
6,877
3,144
352
(194)
(173)
275
165
110
166
242
215
15.8
15.36
1,149
23.5
2.0
667
506
357
3,537
6,484
2,947
361
63
(335)
115
26
89
161
272
211
15.5
26.23
1,096
23.7
1.9
730
566
234
3,305
6,106
2,801
370
(254)
(141)
118
6
112
198
258
207
15.1
17.00
1,264
27.7
1.9
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MERCURY ANNUAL REPORT 2022
INDEPENDENT AUDITOR’S REPORT.
TO THE SHAREHOLDERS OF MERCURY NZ LIMITED
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2022
The Auditor-General is the auditor of Mercury NZ Limited (‘the Company’). The Auditor-General has appointed me, Lloyd Bunyan,
using the staff and resources of Ernst & Young, to carry out the audit of the consolidated financial statements of the Group
(comprising the Company, its subsidiaries and other controlled entities) on his behalf.
OPINION
BASIS FOR OPINION
We have audited the consolidated financial statements of the
Group on pages 41 to 65 of the Annual Report, that comprise
the consolidated balance sheet as at 30 June 2022, the
consolidated income statement, consolidated statement of
comprehensive income, consolidated statement of changes
in equity and the consolidated cash flow statement for the
year then ended on that date, and notes to the consolidated
financial statements that include accounting policies and
other explanatory information.
In our opinion, the consolidated financial statements of the
Group present fairly, in all material respects, the consolidated
financial position of the Group as at 30 June 2022, and
its consolidated financial performance and cash flows
for the year then ended in accordance with New Zealand
Equivalents to International Financial Reporting Standards and
International Financial Reporting Standards.
We carried out our audit in accordance with the Auditor-
General’s Auditing Standards, which incorporate the Professional
and Ethical Standards and the International Standards on
Auditing (New Zealand) issued by the New Zealand Auditing and
Assurance Standards Board. Our responsibilities under those
standards are further described in the Auditor’s Responsibilities
for the Audit of the Financial Statements section of our report.
We believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
We are independent of the Group in accordance with the
Auditor-General’s Auditing Standards, which incorporate
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 we
have fulfilled our other ethical responsibilities in accordance
with these requirements.
In addition to the audit, we have carried out assignments
including a review of the Group’s consolidated financial
statements for the six months ended 31 December 2021, agreed
upon procedures and limited assurance engagements, provision
of remuneration market survey data and tax related services in
the United States of America, all of which are compatible with
independence requirements. These services have not impaired
our independence as auditor of the Group.
Partners and employees of our firm may deal with the Group on
normal terms within the ordinary course of trading activities of
the business of the Group. Other than the audit and the other
assignments described above, we have no relationship with, or
interests in, the Group.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional
judgement, were of most significance in our audit of the
consolidated financial statements of the current period. These
matters were addressed in the context of our audit of the
consolidated financial statements as a whole, and in forming
our opinion thereon, and we do not provide a separate opinion
on these matters.
We have fulfilled the responsibilities described in the Auditor’s
Responsibilities for the Audit of the Financial Statements
section of the audit report, including in relation to these
matters. Accordingly, our audit included the performance of
procedures designed to respond to our assessment of the
risks of material misstatement of the consolidated financial
statements. The results of our audit procedures, including
the procedures performed to address the matters below,
provide the basis for our audit opinion on the accompanying
consolidated financial statements.
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MERCURY ANNUAL REPORT 2022
VALUATION OF GENERATION ASSETS
VALUATION OF LEVEL 3 DERIVATIVE FINANCIAL INSTRUMENTS
Why significant
How our audit addressed the key audit matter
Why significant
How our audit addressed the key audit matter
Generation assets were revalued to $7,723 million at 30
June 2022 as set out in note 7 of the consolidated financial
statements. The generation assets represent approximately
80% of the Group’s total assets.
The Group engages an external valuation specialist to
estimate the fair value of generation assets using a
discounted cash flow model. The most significant inputs
used to calculate the fair value of the generation assets
include the wholesale electricity price path, generation
volumes and the discount rate as described in note 7 of the
consolidated financial statements.
The wholesale electricity price path and discount rate
assumptions are estimated by the Group’s external valuation
specialist. Forecast generation volumes are determined
by the Group’s external valuation specialist based on the
Group’s own forecast average generation volumes.
As set out in note 1 of the consolidated financial statements,
the Group acquired the New Zealand operations of Tilt
Renewables Limited (‘Tilt’) on 3 August 2021, which
included its generation assets. The fair value of the acquired
generation assets was assessed as $1,026 million at
acquisition date. The Group engaged its external valuation
specialist to determine the fair value of acquired generation
assets at the acquisition date. The external valuation
specialist used a discounted cashflow model to assess this
value.
We consider the valuation of generation assets to be a key
audit matter given the significance of the assets to the
Group and because the inputs to the valuation models are
inherently subjective.
In obtaining sufficient appropriate audit evidence we:
• met with the Group’s external valuation specialist
to understand the valuation methods adopted and
assessed the significant inputs to the model used
to estimate the fair value of the generation assets,
including the assets acquired from Tilt both at the
acquisition date and 30 June 2022;
• compared forecast generation volumes to historical
generation volumes;
• involved our own valuation specialists to:
• consider the process used to determine
the forward wholesale electricity price path
estimated by the Group’s external valuation
specialist; and
• assess the appropriateness of the discount rate.
• assessed the professional competence and objectivity
of the Group’s external valuation specialist;
• assessed whether the valuation adjustments were
made in accordance with the Group’s accounting policy;
and
• assessed the adequacy of the related financial
statement disclosures in note 7.
As a result of the above procedures, we considered the
valuation techniques and key assumptions reasonable
in forming our opinion on the financial statements as a
whole.
The Group’s activities expose it to certain risks which are
managed using derivative financial instruments. At 30
June 2022, the fair value of derivative assets total $699
million and derivative liabilities total $692 million as set
out in note 14 of the consolidated financial statements.
These balances include certain electricity price derivatives
for which the valuation inputs are not readily observable
in active primary or secondary markets and require the
use of more complex valuation assumptions including
the Group’s internal wholesale electricity price path
forecast. Derivatives for which the valuation inputs are not
readily observable are referred to as ‘level 3’ derivatives
as disclosed in note 13 of the consolidated financial
statements.
As set out in note 1 of the consolidated financial
statements, on 1 May 2022 the Group acquired the
mass market retail business of Trustpower Limited (now
Manawa Energy Limited), which included an electricity
price contract for difference. The fair value of the acquired
electricity price contract for difference was assessed by
the Group as being an asset with a fair value of $488
million at acquisition date.
We consider the valuation of level 3 derivatives to be a
key audit matter as the inputs to the valuation models are
inherently subjective.
In obtaining sufficient appropriate audit evidence we:
• involved our valuation specialists to assess the models
used to estimate the fair value of the Level 3 derivatives,
including the acquired electricity price contract for
difference, on a sample basis. Our valuation specialists:
• evaluated the appropriateness of the valuation
methodologies; and
• assessed the Group’s estimated wholesale
electricity price path by comparing it to other
price path estimates obtained in performing the
generation asset valuation procedures detailed
in the previous key audit matter.
• together with our internal valuation specialists,
challenged key assumptions and inputs;
• agreed key contract terms, including contract start
and maturity dates and electricity strike prices, to the
relevant contract on a sample basis;
• assessed the adequacy of the related financial
statement disclosures as described in notes 13 and 14.
As a result of the above procedures, we considered the
valuation techniques and key assumptions reasonable in
forming our opinion on the financial statements as
a whole.
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MERCURY ANNUAL REPORT 2022
INFORMATION OTHER THAN IN THE FINANCIAL
STATEMENTS & AUDITOR’S REPORT
The Board of Directors is responsible on behalf of the entity for
the Annual Report, which includes information other than the
consolidated financial statements and our auditor’s report.
Our opinion on the consolidated financial statements does not
cover the other information and we do not express any form of
assurance conclusion thereon.
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 the consolidated financial
statements or our knowledge obtained in the audit or
otherwise appears to be 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.
DIRECTORS’ RESPONSIBILITIES FOR
THE FINANCIAL STATEMENTS
The directors are responsible on behalf of the entity for
the preparation and fair presentation of the consolidated
financial statements for the Group that comply with New
Zealand Equivalents to International Financial Reporting
Standards and International Financial Reporting Standards.
The directors’ responsibilities arise from the Financial
Markets Conduct Act 2013.
The directors are also responsible for such internal control
as they determine is necessary to enable the preparation
of consolidated financial statements that are free from
material misstatement, whether due to fraud or error and
for the publication of the consolidated financial statements,
whether in printed or electronic form.
In preparing the consolidated financial statements,
the directors are responsible, on behalf of the entity,
for assessing the Group’s ability to continue as a going
concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting
unless the Directors either intend to liquidate the Group or
to cease operations, or have no realistic alternative but to
do so.
AUDITOR’S RESPONSIBILITIES FOR THE
AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the consolidated financial statements as a whole
are free from material misstatement, whether due to fraud or
error, and to issue an auditor’s report that includes our opinion.
Our responsibilities arise from the Public Audit Act 2001.
Reasonable assurance is a high level of assurance but is not
a guarantee that an audit conducted in accordance with the
Auditor-General’s Auditing Standards will always detect a
material misstatement when it exists. Misstatements can arise
from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis
of these consolidated financial statements.
As part of an audit in accordance with the Auditor-General’s
Auditing Standards, we exercise professional judgement and
maintain professional scepticism throughout the audit.
We also:
• Identify and assess the risks of material misstatement
of the consolidated financial statements, whether due
to fraud or error, design and perform audit procedures
responsive to those risks, and obtain audit evidence that
is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control;
• Obtain an understanding of internal control relevant to
the audit in order to design audit procedures that are
appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the
Group’s internal control;
• Evaluate the appropriateness of accounting policies used
and the reasonableness of accounting estimates and
related disclosures made by management;
• Conclude on the appropriateness of the use of the going
concern basis of accounting by the directors and, based
on the audit evidence obtained, whether a material
uncertainty exists related to events or conditions that may
cast significant doubt on the Group’s ability to continue as
a going concern. If we conclude that a material uncertainty
exists, we are required to draw attention in our auditor’s
report to the related disclosures in the consolidated
financial statements or, if such disclosures are inadequate,
to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditor’s
report. However, future events or conditions may cause the
Group to cease to continue as a going concern;
• Evaluate the overall presentation, structure and content
of the consolidated financial statements, including the
disclosures, and whether the consolidated financial
statements represent the underlying transactions and
events in a manner that achieves fair presentation;
• Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities
within the Group to express an opinion on the consolidated
financial statements. We are responsible for the direction,
supervision and performance of the Group audit. We
remain solely responsible for our audit opinion; and
• Did not examine every transaction, nor do we guarantee
complete accuracy of the consolidated financial
statements. Also, we did not evaluate the security and
controls over the electronic publication of the consolidated
financial statements.
We communicate with the directors regarding, among other
matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide the directors with a statement that
we have complied with relevant ethical requirements
regarding independence, and to communicate with them
all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable,
actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, we
determine those matters that were of most significance in
the audit of the consolidated financial statements of the
current period and are therefore the key audit matters. We
describe these matters in our auditor’s report unless law or
regulation precludes public disclosure about the matter or
when, in extremely rare circumstances, we determine that a
matter should not be communicated in our report because
the adverse consequences of doing so would reasonably be
expected to outweigh the public interest benefits of such
communication.
LLOYD BUNYAN // ERNST & YOUNG
ON BEHALF OF THE AUDITOR-GENERAL
AUCKLAND, NEW ZEALAND
16 AUGUST 2022
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MERCURY ANNUAL REPORT 2022
FINANCIAL STATEMENTS.
CONSOLIDATED INCOME STATEMENT.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME.
For the year ended 30 June 2022
For the year ended 30 June 2022
Total revenue
Total expenses
EBITDAF1
Depreciation and amortisation
Change in the fair value of financial instruments
Gain/(loss) on disposal
Net interest expense
Profit before tax
Tax expense
Profit for the year attributable to owners of the parent
Note
2
2
7, 8
14
2
2
5
2022
$M
2,188
(1,607)
581
(293)
(82)
366
(62)
510
(41)
469
2021
$M
2,045
(1,582)
463
(221)
(47)
23
(45)
173
(32)
141
Basic and diluted earnings per share (cents)
34.32
10.36
1.
EBITDAF: Earnings before net interest expense, tax expense, depreciation and amortisation, change in the fair value of financial instruments,
gain/(loss) on disposal and impairments.
Profit for the year
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Movement in asset revaluation reserve
Movement in cash flow hedge reserve transferred to balance sheet
Share of movements in associates’ and joint ventures’ reserves
Tax effect
Items that may be reclassified subsequently to profit or loss
Movement in cash flow hedge reserve
Transfer of share of associate's reserves to profit or loss upon disposal of investment
in associate
Tax effect
Other comprehensive income for the year, net of taxation
Total comprehensive income for the year attributable to owners of the parent
Note
2022
$M
469
14
14
14
298
(1)
1
(83)
59
(21)
(16)
237
706
2021
$M
141
924
(15)
28
(259)
(208)
–
63
533
674
The accompanying notes form an integral part of these financial statements.
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4
MERCURY ANNUAL REPORT 2022
CONSOLIDATED BALANCE SHEET.
As at 30 June 2022
SHAREHOLDERS’ EQUITY
Issued capital
Treasury shares
Reserves
Total shareholders’ equity
ASSETS
Current assets
Cash and cash equivalents
Receivables
Contract assets and costs
Inventories
Derivative financial instruments
Investment in associate held for sale
Total current assets
Non-current assets
Property, plant and equipment
Intangible assets
Investment in and advances to associates and joint ventures
Advances to joint operations
Receivables
Contract assets and costs
Derivative financial instruments
Total non-current assets
Total assets
The accompanying notes form an integral part of these financial statements.
Note
4
10
10
6
14
9
7
8
9
9
10
10
14
2022
$M
378
(50)
4,424
4,752
65
489
20
94
328
–
996
8,080
123
73
4
3
10
371
8,664
9,660
2021
$M
378
(100)
3,908
4,186
163
318
2
24
120
248
875
6,828
107
86
5
3
–
74
7,103
7,978
LIABILITIES
Current liabilities
Payables and accruals
Borrowings
Derivative financial instruments
Taxation payable
Total current liabilities
Non-current liabilities
Payables and accruals
Provisions
Derivative financial instruments
Borrowings
Deferred tax
Total non-current liabilities
Total liabilities
Net assets
Note
2022
$M
2021
$M
10
12
14
5
10
11
14
12
5
400
561
292
14
1,267
12
81
400
1,395
1,753
3,641
4,908
4,752
318
471
267
1
1,057
3
86
263
1,020
1,363
2,735
3,792
4,186
For and on behalf of the Board of Directors who authorised the issue of the Financial Statements on 16 August 2022.
PRUE FLACKS // CHAIR
16 August 2022
JAMES MILLER // DIRECTOR
16 August 2022
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4
MERCURY ANNUAL REPORT 2022
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY.
CONSOLIDATED CASH FLOW STATEMENT.
For the year ended 30 June 2022
For the year ended 30 June 2022
BALANCE AS AT 1 JULY 2020
Movement in asset revaluation reserve,
net of taxation
Movement in cash flow hedge reserve,
net of taxation
Share of movements in associates’ and joint
ventures’ reserves
Other comprehensive income
Net profit for the year
Total comprehensive income for the year
Dividend
Balance as at 30 June 2021
BALANCE AS AT 1 JULY 2021
Recycling of share of associates' reserves to
retained earnings upon disposal
Transfer of share of associates' reserves to
profit or loss upon disposal
Movement in asset revaluation reserve,
net of taxation
Movement in cash flow hedge reserve,
net of taxation
Share of movements in associates’ and joint
ventures’ reserves
Other comprehensive income
Net profit for the year
Total comprehensive income for the year
Dividend
Disposal of treasury shares
Balance as at 30 June 2022
Issued
capital
$M
378
Retained
earnings
$M
286
Asset
revaluation
reserve
$M
3,281
Cash flow
hedge
reserve
$M
(122)
Other
reserves
$M
(90)
Total
equity
$M
3,733
Note
–
–
–
–
–
–
–
378
378
–
–
–
–
–
–
–
–
–
–
378
8
–
–
8
141
149
(221)
214
214
23
–
–
–
–
23
469
492
(248)
58
516
658
–
–
(161)
20
678
–
678
–
3,959
3,959
(21)
–
215
–
–
194
–
194
–
–
4,153
15
(146)
–
(146)
–
(268)
(268)
–
(20)
–
22
21
23
–
23
–
–
(245)
–
–
(7)
(7)
–
(7)
–
(97)
(97)
(2)
(1)
–
–
–
(3)
–
(3)
–
50
(50)
666
(161)
28
533
141
674
(221)
4,186
4,186
–
(21)
215
22
21
237
469
706
(248)
108
4,752
4
The accompanying notes form an integral part of these financial statements.
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest received
Interest paid
Taxes paid
Net cash provided by operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for acquisition of property, plant and equipment
Payments for acquisition of intangibles
Proceeds from the disposal of investment in Tilt Renewables Limited
Proceeds from receivables recognised from acquisitions
Proceeds from the sale of Hudson Ranch
Payments associated with business combinations, net of cash acquired
Distributions received from and advances repaid to associates and joint ventures
Lodgements of prudential deposits
Net cash used in investing activities
1
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Repayment of borrowings
Principal repayment of lease liabilities
Net proceeds from the disposal of treasury shares
Dividends paid
Net cash received in financing activities
Net (decrease)/increase in cash and cash equivalents held
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Cash balance comprises:
Cash balance at the end of the period
Note
2022
$M
2021
$M
1,952
(1,468)
1
(51)
(96)
338
(254)
(54)
–
–
41
(20)
61
(70)
(296)
546
(278)
(5)
–
(221)
42
84
79
163
2,011
(1,526)
2
(61)
(74)
352
(114)
(25)
603
124
–
(1,099)
10
(33)
(534)
777
(548)
(6)
93
(232)
84
(98)
163
65
65
163
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MERCURY ANNUAL REPORT 2022
incurred.
The Group has completed its purchase price allocation in
accordance with the requirements of NZ IFRS 3 Business
Combinations. The fair value allocated to the assets and
liabilities classes upon acquisition are disclosed below. The
final allocation differs from the interim financial statements
by $6 million as a result of additional cash received during the
completion process. The Group has adjusted the generation
assets value and working capital accordingly.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 1. ACCOUNTING POLICIES
Functional & Presentation Currency
These financial statements are presented in New Zealand
Dollars ($) which is the Group's functional currency. Unless
otherwise stated, financial information has been rounded to
the nearest million dollars ($M).
The assets and liabilities of entities whose functional currency
is not the New Zealand Dollar are translated at the exchange
rates at balance date. Revenue and expense items are
translated at the spot rate at the transaction date or a rate
approximating that rate. Exchange differences are taken to
the foreign currency translation reserve.
Estimates & Judgements
The preparation of financial statements requires judgements
and estimates that impact the application of policies and
the reported amounts of assets and liabilities, income and
expenses. Actual results may differ from these estimates.
The areas of significant estimates and judgements are as
follows:
• Purchase price allocation as a result of the acquisition of
Tilt Renewables' New Zealand assets and Trustpower's retail
business (refer note 1)
• Fair value of generation plant and equipment (refer note 7)
• Valuation of financial instruments (refer note 13 and note 14)
• Retail revenue accruals (refer note 10)
• Provision for restoration and environmental rehabilitation
costs (refer note 11)
Carbon Units identified for trading
In the current financial year, the Group began trading carbon
units ("NZUs") issued under the New Zealand Emissions
(1) REPORTING ENTITY
Mercury NZ Limited (“the Company”) is incorporated in New
Zealand, registered under the Companies Act 1993, is an FMC
reporting entity under the Financial Markets Conduct Act
2013, and is listed on the NZX Main Board and on the ASX,
with foreign exempt listed status.
The consolidated financial statements (“Group financial
statements”) are for Mercury NZ Limited Group (“the Group”).
The Group financial statements comprise the Company and
its subsidiaries, including its investments in associates and
interests in joint arrangements.
The majority shareholder of Mercury NZ Limited is Her Majesty
the Queen in Right of New Zealand (“the Government”),
providing it with potential influence over the Group. The
liabilities of the Group are not guaranteed in any way by the
Government or by any other shareholder.
(2) BASIS OF PREPARATION
The Group financial statements have been prepared in
accordance with the Financial Markets Conduct Act 2013
and in accordance with New Zealand Generally Accepted
Accounting Practice (“NZ GAAP”). They comply with New
Zealand equivalents to International Financial Reporting
Standards (“NZ IFRS”) as appropriate for profit-oriented
entities. These financial statements also comply with
International Financial Reporting Standards (“IFRS”).
The Group financial statements are prepared on the basis
of historical cost, with the exception of certain financial
instruments, the swap rate component of issued bond (Green
Bonds, wholesale bonds and retail bonds), the US Private
Placement, the Australian Medium Term Note, generation
assets and carbon units identified for trading, which are
measured at fair value.
The Group financial statements have been prepared so that all
components are stated exclusive of GST, with the exception of
receivables and payables that include GST invoiced.
Trading Scheme ("ETS"). This has led to the adoption of a
new accounting policy in relation to the treatment of carbon
units held for trading ("trading units"). From the balance of
carbon units held as at 30 June 2021, Management identified
685,000 carbon units (carrying value of $26.4 million) as
trading units, and reclassified them from Intangible Assets
to Inventories on 1 July 2021. The Group applies the broker-
trader measurement exemption, trading units are classified as
inventories and are initially recorded at cost, with any fair value
movement at the end of each reporting period recognised in
profit or loss.
Disposal of Investment in Tilt Renewables Limited
("Tilt") and Acquisition of Tilt New Zealand Assets
In the Group's financial statements for the year ended 30
June 2021, the Group classified its 19.9% investment in Tilt as
held-for-sale. On 3 August 2021, the disposal was completed
and the Group realised a net gain on sale of $367 million,
which is made up of $603 million from the sale of 75 million
shares at $8.035 per share, less the carrying value of the
investment of $248 million, plus reclassified accumulated
other comprehensive income attributable to Tilt of $21 million.
The net gain on sale is disclosed in the Consolidated Income
Statement as a Gain/(loss) on disposal.
On 3 August 2021, the Group also acquired 100% of the
New Zealand operations of Tilt, including the New Zealand
subsidiaries Tararua Wind Power Limited, Waverly Wind
Farm (NZ) Holding Limited, Waverly Wind Farm Limited, Tilt
Renewables Insurance Limited and all contracts and rights
held in Tilt that relate to the New Zealand business for a
consideration of $634 million. This includes Tilt's Tararua,
Mahinerangi and Waipipi wind farms with an average annual
generation of approximately 1,100 GWh, associated contract
for difference and asset management agreements, wind
development options in New Zealand and debt relating to
the Waipipi wind farm. Transaction costs of $9 million were
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MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 1. ACCOUNTING POLICIES (CONTINUED)
Acquisition consideration - by way of cash ($M)
Property, plant and equipment (Generation assets)
Derivative financial instruments
Intangible assets
Right-of-use assets
Lease liabilities
Deferred tax liabilities
Receivables
Payables and accruals
Net borrowings (net of cash and cash equivalents and borrowings)
Net assets acquired
634
Fair value
allocated on
3 August 2021
($M)
1,026
(43)
1
16
(16)
(192)
79
(1)
(236)
634
The Group did not recognise any goodwill or bargain purchase from the transaction. Subsequent to the acquisition, the Group repaid
the debt relating to the Waipipi wind farm. From the acquisition date to the end of the financial year, the newly acquired entities
generated total revenue of $79 million (including realised derivatives gains of $15 million), total expenses of $17 million, EBITDAF
of $62 million, and a loss before tax of $40 million, mainly due to depreciation and change in the fair value movement of financial
instruments. If the acquisition had occurred on 1 July 2021, pro-forma revenue and loss before tax for the year would have been $88
million (including realised derivatives gains of $17 million) and $36 million respectively.
Acquisition of Trustpower Limited's Retail Business ("Trustpower transaction")
Following the Group's subsequent events disclosure in the financial statements to 30 June 2021, on 1 May 2022 the Group fulfilled
all conditions precedent in the binding agreements with Trustpower Limited and completed its acquisition of Trustpower Limited's
retail business. Transaction costs of $5 million were incurred and are included in total expenses within the Consolidated Income
Statement.
The Group has completed its provisional purchase price allocation in accordance with the requirements of NZ IFRS 3 Business
Combinations. The fair value allocated to the assets and liabilities classes upon acquisition are disclosed below against the
consideration paid of $467 million cash and a further $3 million expected payment pending final completion.
Acquisition consideration - by way of cash ($M)
Derivative financial instruments
Intangible assets
Property, plant and equipment
Right-of-use assets
Lease liabilities
Contract assets
Inventories
Receivables
Payables and accruals
Deferred tax liabilities
Net assets acquired
470
Fair value
allocated on
1 May 2022
($M)
488
32
19
22
(22)
29
3
50
(3)
(146)
471
The Group has recognised a bargain purchase gain of $1 million from the transaction which has been included in the Consolidated
Income Statement as Gain/(loss) on disposal.
From the acquisition date to the end of the financial year, the newly acquired business has generated revenue of $125 million
(including telecommunications revenue of $21,443,036 and associated telecommunications deductions of $12,120,568, derivatives
losses of $46 million), operating expenses of $17 million, EBITDAF loss of $38 million, and a net loss before tax of $42 million.
Due to the proximity of the acquisition date to the Group’s financial year end, the Group considers it impracticable to disclose total
revenue and profit or loss that the Trustpower retail business would have derived had the acquisition occurred on 1 July 2021.
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MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 2. SEGMENT REPORTING
IDENTIFICATION OF REPORTABLE SEGMENTS
The operating segments are identified by management based on the nature of the products and services provided. Discrete
financial information about each of these operating segments is reported to the Chief Executive, being the chief operating
decision-maker, on a monthly basis, who assesses the performance of the operating segments on a measure of EBITDAF.
Segment EBITDAF represents earnings before net interest expense, tax expense, depreciation, amortisation, change in the fair
value of financial instruments, gain/(loss) on disposal and impairments by each segment inclusive of an allocation of central
operating revenue and costs. Operating segments are aggregated into reportable segments only if they share similar economic
characteristics. Following the acquisition of the Trustpower retail business, management have included the performance of the
business within the retail segment. As the integration of the Trustpower retail business into the Group's retail business progresses,
management will continue to assess the identification of the Group's operating segments.
TYPES OF PRODUCTS & SERVICES
Generation/Wholesale
The generation/wholesale market segment encompasses activity associated with the electricity production, electricity trading,
generation development activities and the company's share of associates earnings (see Note 9). It also includes revenue from the
sale of electricity to both commercial & industrial customers and the retail segment.
Retail
The retail market segment encompasses activity associated with sale of energy, telecommunication products/services and other
related products and services to mass market customers in New Zealand.
Other Segments
Represents corporate support services which are not directly attributable to the generation/wholesale or retail segments.
Inter-segment
Transactions between segments represent transfer charges by generation/wholesale to retail for the purchase of electricity.
SEGMENT RESULTS
YEAR ENDED 30 JUNE 2022
Sales – Electricity generation
Sales to customers, net of hedging
Earnings of associates and joint
ventures
Other revenue
Total revenue
Energy costs
Line charges
Other direct cost of sales, excluding
third party metering
Metering costs
Employee compensation and benefits
Maintenance expenses
Other expenses
Allocation or corporate overheads
Total expenses
Segment EBITDAF
Interest expense
Lease interest expense
Interest income
Interest capitalised to capital
work in progress
Net interest expense
Gain on sale
Loss on disposal
Gain/(loss) on disposal
Generation/
Wholesale
$M
1,014
591
3
63
1,671
(852)
(101)
(30)
(4)
(41)
(41)
(43)
(14)
(1,126)
545
(15)
–
1
7
(7)
369
(3)
366
Retail
$M
–
781
–
2
783
(277)
(306)
(27)
(44)
(37)
(10)
(30)
(14)
(745)
38
–
–
–
–
–
–
–
–
Other
Segments
$M
–
–
Inter–
segment
$M
–
(264)
(7)
5
(2)
–
–
–
–
(16)
–
(12)
28
–
(2)
(53)
(3)
1
–
(55)
–
–
–
–
–
(264)
264
–
–
–
–
–
–
–
264
–
–
–
–
–
–
–
–
–
Total
$M
1,014
1,108
(4)
70
2,188
(865)
(407)
(57)
(48)
(94)
(51)
(85)
–
(1,607)
581
(68)
(3)
2
7
(62)
369
(3)
366
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
6
4
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 2. SEGMENT REPORTING (CONTINUED)
Audit Fees
Mercury NZ Limited (the Company) is a public entity as defined in the Public Audit Act 2001 and the Auditor-General is the
auditor of every public entity. The Auditor-General has appointed Lloyd Bunyan of EY to carry out the audit on his behalf. NZX
listing rules and Mercury's Audit Independence Policy requires that the signing partner performing the audit to rotate every five
years.
Fees payable for the audit and review of the financial statements were $823,000 (2021: $599,000). Non-audit services in relation
to provision of remuneration market survey data were $4,000 (2021: $15,000). EY (US) also provided US tax compliance services
in the amount of $28,000 (2021: $178,000), these services have transitioned to a different service provider.
YEAR ENDED 30 JUNE 2021
Sales – Electricity generation
Sales to customers, net of hedging
Earnings of associates and joint ventures
Other revenue
Total revenue
Energy costs
Line charges
Other direct cost of sales, excluding
third party metering
Direct costs of other revenue
Metering costs
Employee compensation and benefits
Maintenance expenses
Other expenses
Allocation or corporate overheads
Total expenses
Segment EBITDAF
Interest expense
Lease interest expense
Interest capitalised to capital
work in progress
Net interest expense
Gain on sale
Loss on disposal
Gain/(loss) on disposal
Generation/
Wholesale
$M
1,133
454
22
12
1,621
(946)
(85)
(34)
–
(3)
(37)
(30)
(33)
(11)
(1,179)
442
(15)
–
11
(4)
38
(15)
23
Retail
$M
–
696
–
5
701
(284)
(270)
(4)
(2)
(41)
(31)
(6)
(31)
(11)
(680)
21
–
–
–
–
–
–
–
Other
Segments
$M
–
–
–
–
–
Inter–
segment
$M
–
(277)
–
–
(277)
–
–
–
–
–
(15)
–
(7)
22
–
–
(38)
(3)
–
(41)
–
–
–
277
–
–
–
–
–
–
–
–
277
–
–
–
–
–
–
–
–
Total
$M
1,133
873
22
17
2,045
(953)
(355)
(38)
(2)
(44)
(83)
(36)
(71)
–
(1,582)
463
(53)
(3)
11
(45)
38
(15)
23
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
7
4
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 3. NON-STATUTORY MEASURE – UNDERLYING EARNINGS
Underlying earnings after tax is presented to enable stakeholders to make an assessment and comparison of earnings after
removing one-off and/or infrequently occurring events (exceeding $10 million of profit before tax, which represents material
items), impairments, any change in the fair value of derivative financial instruments and gain/(loss) on disposal expense. Changes
in the fair value of financial instruments are excluded from underlying earnings in order to align their impact when they mature
with the underlying hedged items.
NOTE 4. SHARE CAPITAL & DISTRIBUTION
The share capital of the Company is represented by 1,400,012,517 ordinary shares (30 June 2021: 1,400,012,517) issued and fully
paid. The weighted average number of shares on issue during the year, on both a basic and diluted basis, was 1,366,520,442
(2021: 1,361,269,425). These shares do not have a par value, have equal voting rights and share equally in dividends and any
surplus on winding up.
PROFIT FOR THE YEAR
Change in the fair value of financial instruments
Fixed asset loss on disposal
Kawerau insurance receipts
Hudson Ranch Sale
Gain on sale of share in Tilt Renewables Limited
Adjustments before tax effect
Tax effect
Adjustments after tax effect
Underlying earnings after tax
Tax has been calculated at 28% for all taxable adjustments.
Kawerau loss on disposal and insurance receipts
2022
$M
469
82
–
(26)
–
(367)
(311)
(12)
(323)
146
2021
$M
141
47
15
–
(41)
–
21
(17)
4
145
Treasury shares
Balance at the beginning of the year
Disposal of treasury shares
Balance at the end of the year
Dividends declared and paid
Final dividend for 2020
Interim dividend for 2021
Final dividend for 2021
Interim dividend for 2022
2022 Number
of shares
(M)
39
(20)
19
2022
$M
100
(50)
50
Cents per share
9.4
6.8
10.2
8.0
2021 Number
of shares
(M)
39
–
39
2022
$M
–
–
139
109
248
2021
$M
101
(1)
100
2021
$M
128
93
–
–
221
On 7 June 2021, the Kawerau geothermal power station experienced an unplanned outage as a result of a mechanical failure.
In January 2022, insurers accepted the loss was covered, and agreed to a partial payment totalling $25.8 million, which was
received by the Group by 31 March 2022. A further outage is planned in the 2023 financial year to install new equipment. The
Group expects to receive additional insurance proceeds in the 2024 financial year once the total loss to the Group as a result of
the incident has been confirmed. Due to the uncertainty regarding the cost of the future outage, it is not currently practicable to
estimate the value of additional insurance receipts, therefore no additional revenue is recognised.
In February 2022, the Company announced a Dividend Reinvestment Plan ("DRP") that applied for the first time to the 2022
interim dividend. The DRP resulted in the transfer of 2,805,568 treasury shares to shareholders that elected to reinvest the net
proceeds of cash dividends payable, and a further transfer of 16,737,813 treasury shares to an underwriter.
No imputation credits are available at 30 June 2022 (2021: $nil) as the imputation credit account has a deficit of $39 million
(2021: deficit of $21 million). The imputation credit account is required to have a surplus balance at 31 March each year.
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
8
4
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 5. TAXATION
Income Tax
(i) Tax expense
Profit before tax
Prima facie tax expense at 28% on the profit before tax
Adjusted for the tax effect of the following items:
• share of associates’ and joint ventures’ tax paid earnings
• capital gain
• other differences
Tax expense attributable to profit from ordinary activities
Represented by:
Current tax expense
Deferred tax recognised in the income statement
2022
$M
2021
$M
510
(143)
1
106
(5)
(41)
(91)
50
173
(48)
6
11
(1)
(32)
(66)
34
The effective tax rate for the financial year is 8% (30 June 2021: 18%), however after adjustment to the profit before tax for
the non-taxable gain on disposal of shares in Tilt Renewables Limited, the effective tax rate is 29% (30 June 2021: 24% after
adjustment for non-taxable gain on sale of Hudson Ranch).
The income tax expense charged to the income statement includes both the current year’s provision and the income tax effect of:
• taxable temporary differences, except those arising from initial recognition of goodwill; and
• deductible temporary differences to the extent that it is probable that they will be utilised.
Deferred Tax
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax and accounting bases
of the assets and liabilities. A deferred tax asset is only recognised to the extent that there will be future taxable profit to utilise the
temporary difference.
Property, plant and equipment is held on capital account for income tax purposes. Where assets are revalued, with no similar
adjustment to the tax base, a taxable temporary difference is created that is recognised in deferred tax.
(i) Recognised deferred tax assets and liabilities
Property, plant and equipment
Financial instruments
Employee benefits and provisions
Other
Assets
2022 $M
Assets
2021 $M
Liabilities
2022 $M
Liabilities
2021 $M
Net
2022 $M
Net
2021 $M
–
–
3
19
22
–
97
3
35
135
(1,759)
(16)
–
–
(1,775)
(1,498)
–
–
–
(1,498)
(1,759)
(16)
3
19
(1,753)
(1,498)
97
3
35
(1,363)
Property,
plant and
equipment
$M
Financial
instruments
$M
Employee
entitlements
$M
Other
$M
Total
$M
(ii) Movement in deferred tax
Balance as at 1 July 2020
Charged/(credited) to the income statement
Charged/(credited) to other
comprehensive income
Other movements
Balance as at 30 June 2021
Balance as at 1 July 2021
Charged/(credited) to the income statement
Charged/(credited) to other
comprehensive income
Deferred tax associated with the acquisition of
Tilt and Trustpower
Other movements
Balance as at 30 June 2022
(1,261)
26
(263)
–
(1,498)
(1,498)
25
(80)
(206)
–
(1,759)
27
8
62
–
97
97
28
(16)
(125)
–
(16)
3
–
–
–
3
3
–
–
–
–
3
31
–
4
–
35
35
(3)
(3)
(7)
(3)
19
(1,200)
34
(197)
–
(1,363)
(1,363)
50
(99)
(338)
(3)
(1,753)
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
9
4
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 6. INVENTORIES
Cost of consumable stores is determined on a weighted average basis and includes expenditure incurred in acquiring consumable
stores and bringing them to their final condition and location. Consumable stores of $29 million (2021: $24 million) include
consumables held to service and repair operating plants and finished goods relating to the retail business.
Inventories also include carbon units (NZUs) which management has identified as held for sale, the Group applies the broker-
trader measurement exemption in NZ IAS 2. These are initially recognised at cost, then subsequently revalued and measured at
fair value less cost to sell. When there is a change in fair value, the gain or loss on revaluation is recognised in profit or loss in the
period of the change. Carbon units worth $65 million relating to 854k units (2021: $nil) are held for sale.
During the year, the Group recognised total revenue of $27 million from the sale of carbon units.
Consumable Stores
Carbon Units - at fair value less cost to sell
Inventories
Trading Goods - at fair value less cost to sell
Opening Balance - 1 July 2021
Transferred from Intangibles Assets
Purchases
Amounts recognised in profit or loss
Revaluation movement
Closing Balance - 30 June 2022
2022
$M
29
65
94
Units
'000
–
685
1,284
(1,115)
–
854
2021
$M
24
–
24
Value
$M
–
26
88
(52)
3
65
NOTE 7. PROPERTY, PLANT & EQUIPMENT
Generation
assets at
fair value
$M
Other assets
at cost
$M
Right-of-use
assets
$M
Capital work in
progress at cost
$M
5,575
–
50
(15)
938
(186)
6,362
6,362
–
6,362
48
–
3
–
–
(12)
39
116
(77)
39
44
–
–
–
–
(4)
40
56
(16)
40
231
209
(53)
–
–
–
387
387
–
387
Total
$M
5,898
209
–
(15)
938
(202)
6,828
6,921
(93)
6,828
YEAR ENDED 30 JUNE 2021
Opening net book value
Additions
Transfers
Disposals
Net revaluation movement
Depreciation charge
for the year
Closing net book value
Balance at 30 June 2021
Cost or valuation
Accumulated depreciation
Net book value
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
0
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 7. PROPERTY, PLANT & EQUIPMENT (CONTINUED)
Generation
assets at fair
value $M
Other assets
at cost $M
Right-of-use
assets $M
Capital work in
progress at cost
$M
YEAR ENDED 30 JUNE 2022
Opening net book value
Additions
Additions in relation to
the acquisition of Tilt
New Zealand assets
Additions in relation to
the acquisition of Trustpower
retail business
Transfers
Disposals
Net revaluation movement
Depreciation charge
for the year
Closing net book value
Balance at 30 June 2022
Cost or valuation
Accumulated depreciation
Net book value
6,362
–
1,026
–
302
(5)
293
(255)
7,723
7,723
–
7,723
39
–
–
18
5
(2)
–
(9)
51
137
(86)
51
40
26
16
22
–
–
–
(7)
97
120
(23)
97
Total $M
6,828
154
387
128
–
1,042
1
(307)
–
–
–
209
209
–
209
41
–
(7)
293
(271)
8,080
8,189
(109)
8,080
ASSETS CARRYING VALUES
The cost of property, plant and equipment purchased comprises the consideration given to acquire the assets plus other directly
attributable costs incurred in bringing the assets to the location and condition necessary for their intended use.
The cost of property, plant and equipment constructed by the Group, including capital work in progress, includes the cost of all
materials used in construction, associated direct labour and an appropriate proportion of variable and fixed overheads. Costs
incurred in obtaining resource consents are capitalised and recognised as a non-current asset where it is probable they will give
rise to future economic benefits. These costs are depreciated over the life of the consent on a straight-line basis. Financing costs
attributable to a project are capitalised at the Group’s specific project finance interest rate where these meet certain time and
monetary materiality limits. Costs of testing whether the assets are functioning properly are also capitalised. Costs cease to be
capitalised as soon as an asset is ready for productive use.
Generation plant and equipment is measured at fair value less accumulated depreciation. Any surplus on revaluation is
transferred directly to the asset revaluation reserve unless it offsets a previous decrease in value recognised in the income
statement, in which case it is recognised in the income statement. A deficit on revaluation is recognised in the income statement
in the period it arises where it exceeds any surplus previously transferred to the asset revaluation reserve. Any accumulated
depreciation and impairment at the date of the revaluation is eliminated against the gross carrying amount of the asset and
the net amount is restated to the revalued amount of the asset. Additions to property, plant and equipment stated at valuation
subsequent to the most recent valuation are recorded at cost. All other items of property, plant and equipment are recorded at
cost less depreciation and impairments.
Right-of-use assets constitute properties, land royalties, office equipment and transmission equipment and represents the
Group's right to use those underlying assets as a lessee under lease agreements. In line with IFRS 16, all leases are recognised on
the balance sheet. Lease payments are recorded as a repayment of the lease obligation and interest expense. Lease assets are
depreciated on a straight line basis over the current lease term. The Group has recognised lease assets and lease liabilities at the
present value of future lease payments for existing lease terms and all lease renewal options that are reasonably certain to be
exercised. The weighted average incremental borrowing rate applied to lease liabilities recognised in the statement of financial
position was 5.27% (2021: 5.01%). The group's lease interest and lease liability are disclosed in note 2 and note 12, respectively.
As at 30 June 2022, the capital work in progress balance is elevated due to the Group's construction of its Turitea windfarm.
The north section of the windfarm commenced its operations in December 2021 and the south section is expected to be
commissioned in June 2023.
ASSETS CARRIED AT FAIR VALUE
All generation assets shown at valuation (except Resource Management Act consents) were revalued using a net present value
methodology by PricewaterhouseCoopers, an independent valuer, as at 30 June 2022. This resulted in an increase to the carrying
value of the Group’s hydro, geothermal and wind generation assets of $139 million, $1 million and $153 million respectively in
the current year. This is in addition to the $938 million revaluation increase recognised across the Group’s hydro and geothermal
generation assets in 2021. As a consequence of the revaluation, accumulated depreciation on these generation assets has been
reset to nil.
The key assumptions used in the valuation include the forecast of the future wholesale electricity price path, generation volume,
projected operational and capital expenditure, and asset life assumptions and discount rates. In all cases there is an element of
judgement required as valuations make use of unobservable inputs including wholesale electricity prices over time of between
$74/MWh and $145/MWh (2021: $74/MWh and $180/MWh), average operational expenditure of $204 million p.a. (2021: $171
million p.a.), net average production volumes of 8,362 GWh p.a. (2021: 6,703 GWh p.a.), a post-tax discount rate of between 5.6%
and 6.0% for wind assets backed by long-term Power Purchase Agreements and between 6.5% and 6.9% for other assets (2021:
6.2% to 6.6%). The valuation also assumes the on-going operation of New Zealand Aluminium Smelter Limited at Tiwai Point, no
material changes to the wholesale market regulatory regime, hydro and geothermal fuel supply being sustained over the modelled
horizon and no material changes to generation consent conditions. The discounted cash flow valuation approach assumes 100%
control and consequently a control premium should be applied if using an equity valuation technique to derive comparative asset
values.
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
1
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 7. PROPERTY, PLANT & EQUIPMENT (CONTINUED)
NOTE 8. INTANGIBLE ASSETS
The following table outlines the valuation impact of changes to assumptions, keeping all other valuation inputs constant, that the
valuation is most sensitive to.
Sensitivity
Valuation impact
Future wholesale electricity price path
Discount rate
Operational expenditure
+/- 10%
+/- 0.5%
+/- 10%
2022 $M
2021 $M
$1,201 / ($1,201) $1,044 / ($1,044)
($711) / $892
($289) / $289
($733) / $894
($341) / $341
The carrying amount of revalued generation assets, had they been recognised at cost, would have been $2,514 million
(2021: $1,911 million).
Depreciation
Depreciation is calculated on a straight-line basis on all property, plant and equipment other than freehold land, capital work in
progress and exploration assets, so as to write down the assets to their estimated residual value over their expected useful lives.
The annual depreciation rates are as follows:
Office fixture and fittings, including fit-out
Generation assets
Computer hardware and tangible software
Other plant and equipment
Vehicles
Right of use assets
2022
2-33%
1-20%
5-33%
2-33%
5-33%
2-50%
2021
2-50%
1-33%
5-50%
2-50%
5-33%
2-33%
YEAR ENDED 30 JUNE 2021
Opening net book value
Additions
Transfers
Disposals
Amortisation for the year
Closing net book amount
BALANCE AT 30 JUNE 2021
Cost
Accumulated amortisation
Net book value
YEAR ENDED 30 JUNE 2022
Opening net book value
Additions
Additions in relation to the Trustpower
retail acquisition
Transfers
Disposals
Surrendered Units
Amortisation for the year
Closing net book amount
BALANCE AT 30 JUNE 2022
Cost
Accumulated amortisation
Net book value
Intangible
software
$M
Acquired
brand
$M
Rights
$M
Emissions
units
$M
Work in
progress
$M
Total
$M
25
–
16
–
(17)
24
135
(111)
24
24
–
11
17
–
–
(20)
32
163
(131)
32
–
–
–
–
–
–
–
–
–
–
–
18
–
–
–
(1)
17
18
(1)
17
18
–
–
–
(2)
16
34
(18)
16
16
–
–
–
–
–
(1)
15
34
(19)
15
23
37
–
–
–
60
60
–
60
60
9
–
(27)
–
(1)
–
41
41
–
41
4
19
(16)
–
–
7
7
–
7
7
26
2
(17)
–
–
–
18
18
–
18
70
56
–
–
(19)
107
236
(129)
107
107
35
31
(27)
–
(1)
(22)
123
274
(151)
123
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
2
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 8. INTANGIBLE ASSETS (CONTINUED)
Software
Acquired computer software licenses are capitalised on the basis of the costs incurred to acquire and bring to use. These costs are
amortised over their estimated useful lives of 1 - 15 years (2021: 2 - 15 years). If costs incurred to configure or customise software-
as-a-service arrangements result in the creation of a resource which is identifiable, and where the Group has the power to obtain
the future economic benefits flowing from the underlying resource and to restrict the access of others to those benefits, such
costs are recognised as a separate intangible software asset and amortised over the useful life of the software on a straight-line
basis. If costs do not meet the recognition criteria, they are expensed when incurred. As these assets are deemed to have a finite
life, impairment testing will only be performed when there is an indication that the intangible asset may be impaired.
Acquired Brand
As part of the acquisition of the Trustpower retail business, the Group allocated part of the purchase price to the Trustpower
brand acquired.
Rights
Rights, of which land access rights are the most significant, acquired to further the Group's generation development programme
are stated at cost less accumulated amortisation and any accumulated impairment losses. Rights, which have a finite life, are
amortised over the life of the rights, which range from 5 to 60 years (2021: 3 to 60 years). Testing for impairment will only arise
when there is an indication that the asset may be impaired.
Carbon Units & Emissions Obligations
Carbon units that have been allocated by the Government under the Projects to Reduce Emissions scheme are recorded at
nominal value (nil value). Purchased carbon units are recorded at cost (purchase price). At 30 June 2022, the Group held a total
of 1,676,497 units within intangible assets. Carbon units, when allocated or purchased for purposes other than trading units, are
recorded as intangible assets and are not revalued subsequent to initial recognition.
Carbon units that are surrendered to creditors in compensation for their emissions obligations are recognised as an expense in
the income statement and a reduction to intangible assets in the balance sheet, based on the weighted average cost of the units
surrendered.
Emissions obligations are recognised as a current liability as the obligation is incurred. Up to the level of units held, the liability is
recorded at the carrying value of those units intended to settle the liability. Forward contracts for the purchase of carbon units are
recognised when the contracts are settled.
NOTE 9. INVESTMENT IN AND ADVANCES TO ASSOCIATES AND JOINT ARRANGEMENTS
(JOINT VENTURES AND JOINT OPERATIONS)
The Group financial statements include the following:
Name of entity
TPC Holdings Limited
Tilt Renewables Limited
NOW New Zealand Limited
Rotokawa
Ngā Awa Pūrua
EnergySource LLC
EnergySource Minerals LLC
Principal activity
Investment holding
Electricity generation
and development
Broadband ISP
Steamfield operation
Electricity generation
Investment holding
Mineral extraction
Type
Associate
Associate
Associate
Joint operation
Joint operation
Joint venture
Joint venture
Interest held
2022
25.00%
2021
25.00%
–
48.46%
64.80%
65.00%
20.86%
18.99%
19.96%
48.46%
64.80%
65.00%
20.86%
20.84%
Country
New Zealand
New Zealand
New Zealand
New Zealand
New Zealand
United States
United States
Balance at the beginning of the year
Additions during the year
Share of earnings
Share of movement in other comprehensive income and reserves
Distributions received during the year
Reclassification to held for sale
Balance at the end of the year
Associates
Joint ventures
2022 $M
77
–
(2)
(2)
(6)
–
67
2021 $M
328
11
16
28
(58)
(248)
77
2022 $M
9
–
(3)
–
–
–
6
2021 $M
–
6
6
–
(3)
–
9
At the end of the year the Group had outstanding advances to its Rotokawa joint venture partner in the amount of $4 million
(2021: $5 million) and its associate TPC Holdings Limited of $4 million (2021: $4 million). For terms and conditions of these
related party receivables refer to note 16.
Mercury accounts for its interest in EnergySource LLC and EnergySource Minerals LLC as joint ventures and applies the equity
method under NZ IAS 28 Investments in Associates and Joint Ventures.
The Group also began trading in carbon units, which led to the transfer of units identified as trading units to inventories. Please
refer to note 1 for the accounting policy for carbon units identified for trading.
Subsequent to the reclassification of the investment holding in Tilt Renewables to held for sale in the last financial year, the
disposal was completed on 2 August 2021.
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
3
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 10. RECEIVABLES, PAYABLES & ACCRUALS
The following table details the loss allowance at 30 June 2022:
RECEIVABLES
Trade receivables and accruals
Allowance for credit loss
Net trade receivables and accruals
Prepayments
2022 $M
2021 $M
476
(5)
471
21
492
312
(1)
311
10
321
Trade receivables are measured at amortised cost using the effective interest method. Customers are typically invoiced on a
monthly basis. Large commercial and industrial customers are billed on a calendar month basis, while for most mass market
customers billing occurs on a rolling cycle each month and over the year. Revenue accruals for unbilled telecommunication
services, unread gas and electricity meters at balance date involves an estimate of consumption for each unread meter based on
past consumption history. Generation revenue is derived mostly from generation sales to the New Zealand wholesale market at
the prevailing spot price at the grid injection point. Revenue is invoiced by the Wholesale Market Clearing Manager on a calendar
month basis reflecting actual metered generation at the stations.
Trade receivables are non-interest bearing and are generally on 30 day terms for large commercial and industrial customers and
mass market customers are on 20 day terms. For terms and conditions of related party receivables refer to note 16.
The Group recognises an allowance for impairment loss when there is objective evidence that the Group will not be able to collect
amounts due according to the original terms of the receivable. An allowance charge of $1 million (2021: $1 million) was recognised
during the year. Receivables of $1 million (2021: $2 million) which were deemed uncollectable were written off.
The Company applies the simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance
for all trade receivables, with impairment being recognised in the income statement and a corresponding provision on the balance
sheet.
To measure the expected credit losses, trade receivables have been grouped based on days past due. The expected loss rates are
based on the historical credit losses in prior periods, adjusted for any significant known amounts that are not receivable. Separate
loss rate models are maintained in relation to customers on Mercury contracts from those on Trustpower contract and the table
below is a combined hybrid to show combined losses.
Expected loss rate
Gross carrying amount – trade receivables
Expected credit loss
Movements in the allowance for credit loss were as follows:
Balance at the beginning of the year
Allowance recognised on acquisition of Trustpower retail business
Charge for the year
Amounts written off
Balance at the end of the year
Payables and accruals
Trade payables and accruals
Employee entitlements
Sundry creditors
1-30 days
past due
4%
14
–
31-60 days
past due
28%
1
–
>60 days
past due
69%
6
5
%
$M
$M
Total
21
5
2022 $M
2021 $M
1
4
1
(1)
5
2
–
1
(2)
1
2022 $M
2021 $M
372
8
32
412
293
7
21
321
Trade payables are non-interest bearing and are normally settled on 30 to 60 day terms.
Customer Assets and Costs
Mercury currently offer customers incentives such as appliances and modems to enter into contracts for electricity and
telecommunication services. Under NZ IFRS 15 theses incentives are considered performance obligations and a proportion of the
revenue expected to be received over the contract period is allocated to these goods based on their stand alone selling price. The
revenue allocated to these goods is recognised immediately in the income statement with corresponding contract assets recorded
on the balance sheet, reflecting Mercury’s right to future revenue not yet billed. Contract assets are then amortised to the income
statement over the contract period as the future consideration is billed.
Customer incentives such as credits and discounts provided to customers for entering contracts are also recognised initially on
the balance sheet as contract assets. The cost associated with the provision of these incentives is then amortised to the income
statement over the contract period.
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
4
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 10. RECEIVABLES, PAYABLES & ACCRUALS (CONTINUED)
NOTE 11. PROVISIONS
Contract costs are primarily costs incurred to obtain and retain customer contracts (such as sales commission costs) . These costs
are recognised on the balance sheet as contract costs and are amortised on a straight-line basis over the expected average mass
market customer tenure. The following summarises significant changes in contract asset and contract costs balances:
CONTRACT ASSETS
2022 $M
2021 $M
Opening Balance
Additions
Additions recognised on acquisition of Trustpower retail business
Amortisation to profit or loss
Closing balance
Current portion
Non-current portion
CONTRACT COSTS
Opening Balance
Additions
Amortised to operating expenses
Closing balance
Current portion
Non-current portion
–
4
29
(6)
27
18
9
27
–
–
–
–
–
–
–
–
2022 $M
2021 $M
2
3
(2)
3
2
1
3
2
2
(2)
2
2
–
2
Balance at the beginning of the year
Provisions made during the year
Provisions used during the year
Provisions reversed during the year
Discounting movement
Balance at the end of the year
Current
Non-current
2022 $M
86
2021 $M
74
–
–
(8)
3
81
–
81
81
13
(4)
–
3
86
–
86
86
Provisions have been recognised for the abandonment and subsequent restoration of areas from which geothermal resources
have been utilised. The provision is calculated based on the present value of management's best estimate of the expenditure
required, and the likely timing of settlement. Changes in these estimates made during the year are reported as an increase in
provisions and a reduction in revaluation reserves. The increase in provision resulting from the passage of time (the discount
effect) is recognised as an interest expense. The wells are estimated to have an average useful life of 19 years.
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
5
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 12. BORROWINGS
Bank facilities
Commercial paper programme
Wholesale / credit wrapper
USPP – US$30m
Wholesale bonds
USPP – US$45m
Green retail bonds
Green retail bonds
Green wholesale bonds
Green wholesale bonds
Capital bonds
Capital bonds
Lease liabilities
Deferred financing costs
Fair value adjustments
Carrying value of loans
Current
Non-current
Borrowing currency
denomination
NZD
NZD
NZD
USD
NZD
USD
NZD
NZD
AUD
NZD
NZD
NZD
Coupon
Maturity
Dec-2022 -
Aug-2025
Floating
< 3 months Floating
Floating
Sep-2021
4.35%
Dec-2022
5.79%
Mar-2023
4.60%
Dec-2025
2.16%
Sep-2026
1.56%
Sep-2027
2.92%
Nov-2028
1.92%
Oct-2030
3.60%
Jul-2049
5.73%
May-2052
2022 $M
2021 $M
226
255
–
39
25
59
201
201
208
147
302
252
120
(9)
(70)
1,956
561
1,395
1,956
–
160
300
39
26
59
201
201
–
146
302
–
64
(6)
(1)
1,491
471
1,020
1,491
Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently measured at
amortised cost, with the exception of the USPP, capital bonds (MCY050) and Green bonds, a portion of which is measured at fair
value through profit or loss.
Current borrowings include all drawn bank facilities, borrowings with a contractual maturity of less than one year, accrued interest
of $7 million (30 June 2021: $4 million) and current lease liabilities of $9 million (30 June 2021: $5 million).
The Group has $750 million of committed and unsecured bank loan facilities as at 30 June 2022 (30 June 2021: $500 million).
A $440 million bank facility agreement was entered into to fund the acquisition of Trustpower’s retail business as detailed in Note
1, the facility limit was reduced to $100 million and was fully drawn as at 30 June 2022.
The Company has a $400 million Commercial Paper programme which is fully backed by committed and undrawn bank
facilities. Notes issued under the programme are short-term money market instruments, unsecured and unsubordinated and
targeted at professional investors. The programme is rated A2 by S&P Global.
Following the establishment of the Green Financing Framework in August 2020 and the issuance of $550 million of green bonds
in FY21, on 17 November 2021 Mercury issued AU$200 million (NZ$207 million) of 7-year unsecured, unsubordinated fixed rate
(2.918%) green bonds. Mercury has tracked the $757 million of green bond proceeds in accordance with the Green Financing
Framework. On 13 May 2022 Mercury issued $250 million of new unsecured, subordinated, redeemable 30-year capital bonds
(MCY050). The MCY050 bonds are due to expire on 13 May 2052 and have an initial fixed interest rate of 5.73% per annum. The
interest rate resets on 13 May 2027 and every 5 years thereafter.
The Group has entered into a Master Trust Deed and Supplementary Trust Deeds for all its NZD denominated Senior Fixed and
Floating Rate Bonds with the New Zealand Guardian Trust Group Limited, acting as trustee for the holders. The Group has agreed,
subject to certain exceptions, not to create or permit to exist a security interest over or affecting its assets to secure indebtedness,
and to maintain certain financial covenants. There has been no breach of the terms of these deeds.
The Group has entered into a negative pledge deed in favour of its bank financiers in which the Group has agreed, subject to
certain exceptions, not to create or permit to exist a security interest over or affecting its assets to secure its indebtedness, and
to maintain certain financial ratios in relation to the Group. These undertakings and covenants also apply to the US Private
Placement terms and conditions. There was no breach of the terms of this deed or the terms and conditions of the US Private
Placement.
The Group has entered into various lease contracts for the right to use land & buildings and office equipment and is also deemed
to be a lessee of transmission equipment.
Subsequent to 30 June 2022, Mercury has executed a new $25 million bank facility and amended an existing bank facility. Total
committed facilities available remain unchanged at $750 million.
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
6
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 13. FINANCIAL RISK MANAGEMENT
The Group's overall risk management programme focuses on the unpredictability of financial markets and seeks to proactively
manage these risks with the aim of protecting shareholder wealth. Exposure to price, credit, foreign exchange, liquidity and interest
rate risks arise in the normal course of the Group's business. The Group's principal financial instruments comprise cash and
cash equivalents, trade receivables and accruals (not prepayments), advances, payables and accruals, borrowings and derivative
financial instruments.
Group
Electricity forward price increased by 10%
Electricity forward price decreased by 10%
Foreign Exchange Risk
Impact on post tax profit
2021 $M
2022 $M
Impact on equity
2022 $M
2021 $M
45
(40)
3
(3)
(69)
70
(56)
56
(A) MARKET RISK
Price Risk – Electricity Contracts
The Group enters into electricity contracts that establish a fixed price at which future quantities of electricity are purchased and
sold. The electricity contracts are periodically settled with any difference between the contract price and the electricity spot price
settled between the parties. At balance date, the notional value of electricity contracts, including both buy and sell contracts,
with remaining terms of up to 31 years (2021: 4 years), were $3,367 million (2021: $1,561 million). The increase in number of years
and notional values are associated with contracts entered into as part of the Tilt New Zealand operations and Trustpower retail
business acquisitions.
Foreign Exchange Risk
The Group is exposed to foreign exchange risk as a result of transactions denominated in a currency other than the Group's
functional currency. The currencies giving rise to this risk are primarily US Dollar, Japanese Yen, Euro, Yuan and AU Dollar.
Foreign exchange risk arises from future commercial transactions (including the purchase of capital equipment and maintenance
services), recognised assets and liabilities (including borrowings) and net investments in foreign operations. It is the Group's policy
to enter into forward exchange contracts to hedge its committed foreign denominated expenditure programme. At balance date
the notional or contract amounts of foreign currency forward exchange contracts were $49 million (2021: $17 million).
Interest Rate Risk
The Group has exposure to interest rate risk to the extent that it borrows for fixed terms at floating interest rates. The Group uses
interest rate swaps and interest rate options to manage this exposure. At balance date, the contract notional amount of interest
rate swaps outstanding (including forward starts) was $2,067 million (2021: $1,865 million).
Sensitivity Analysis
The following summarises the potential impact of increases or decreases in the relevant market risk exposures of the Group on
post tax profit and on other components of equity. The analysis does not take into account dynamic market response over time,
which could be material.
Price Risk
Sensitivity analysis is based on an assessment of the reasonably possible movements in forward price.
Sensitivity analysis is based on the impact of the New Zealand Dollar weakening or strengthening against the most significant
currencies for which the Group has foreign exchange exposure, allowing for reasonably possible movements in foreign exchange
rates over a one year period based on the average actual movements experienced over the prior 10 years. All known foreign
exchange exposures are hedged in accordance with Mercury’s Treasury Policy. As such, Mercury expects no material impact on
post tax profit from movement in foreign exchange rates.
New Zealand Dollar – Euro
Currency strengthens by 10%
Currency weakens by 10%
New Zealand Dollar – USD
Currency strengthens by 10%
Currency weakens by 10%
New Zealand Dollar – JPY
Currency strengthens by 10%
Currency weakens by 10%
New Zealand Dollar – AUD
Currency strengthens by 10%
Currency weakens by 10%
Interest Rate Risk
Impact on equity
2022 $M
2021 $M
–
1
(2)
2
(1)
1
–
–
(1)
1
–
–
–
–
17
(20)
It is the Group's policy to apply hedge accounting to seek to reduce profit or loss volatility. For floating rate borrowings, a portion
is fixed using interest rate swaps and hedge accounted with changes in fair value of swaps going through other comprehensive
income. For fixed rate borrowings, the Group enters into interest rate swaps to move a portion equivalent to the swap rate to
floating. Wholesale and capital bonds are measured at amortised cost, with fair value movement of interest rate swaps recognised
in the income statement. The swap rate component of the Green bonds, USPP and AMTN is measured at fair value, and hedge
accounted with changes in fair value of both debt and interest rate swaps recognised in the income statement.
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
7
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 13. FINANCIAL RISK MANAGEMENT (CONTINUED)
Sensitivity analysis is based on an assessment of the reasonably possible movement in the 10 year swap rate over a one year
period based on actual movements over the last 10 years. The movement in post tax profits are due to higher/lower interest costs
from variable rate debt and cash balances combined with the result of fair value changes in interest rate swaps and options that
are valid economic hedges but which do not qualify for hedge accounting under NZ IFRS 9. The movements in other components
of equity result from fair value changes in interest rate swaps and options that have qualified for hedge accounting.
Interest rates higher by 100 bps
Interest rates lower by 100 bps
(B) CREDIT RISK
Impact on post tax profit
2021 $M
(33)
35
2022 $M
(31)
33
Impact on equity
2022 $M
11
(11)
2021 $M
14
(15)
The Group manages its exposure to credit risk under policies approved by the Board of Directors. The Group performs credit
assessments on all mass market customers and normally requires a bond from commercial customers who have yet to establish
a suitable credit history. Customer bonds are held in a separate bank account.
It is the Group's policy to only enter into derivative transactions with banks that it has signed an ISDA master agreement with, and
which have a minimum long-term S&P Global's (or Moody's equivalent) credit rating of A- or higher.
With respect to energy contracts, the Group has potential credit risk exposure to the counterparty dependent on the current
market price relative to contracted price until maturity.
In the event of a failure by a retailer to settle its obligations to the Energy Clearing House, following the exhaustion of its prudential
security, a proportionate share of the shortfall will be assumed by all generator class market participants. The Group would be
impacted in the event that this occurs.
Net outflow
The carrying amounts of financial assets recognised in the balance sheet best represent the Group's maximum exposure to credit
risk at the reporting date without taking account of any collateral held by way of customer bonds.
(C) LIQUIDITY RISK
The Group manages its exposure to liquidity risk under policies approved by the Board of Directors. Policies require that prescribed
headroom is available in undrawn and committed facilities to cover unplanned needs and that a limited amount of facilities
mature over the immediate 12 month forward-looking period. The Group's objective is to maintain a balance between continuity
of funding and flexibility through the use of various funding sources.
Non-derivative Financial Liabilities
The following liquidity risk disclosures reflect all contractually fixed payoffs, repayments and interest from recognised non-
derivative financial liabilities. The timing of cash flows for non-derivative financial liabilities is based on the contractual terms of
the underlying contract. It should be noted that the amounts presented are contractual undiscounted cash flows, consequently
the totals will not reconcile with the amounts recognised in the balance sheet.
While the tables below give the impression of a liquidity shortfall, the analysis does not take into account expected future
operating cash flows or committed and undrawn debt facilities that will provide additional liquidity support.
30 JUNE 2022
Liquid financial assets
Cash and cash equivalents
Receivables
Financial liabilities
Payables and accruals
Loans
Lease liabilities
Less than
6 months
$M
6 to 12
months
$M
1 to 5
years
$M
Later than
5 years
$M
Total
$M
65
492
557
–
–
–
–
(1,918)
(99)
(2,017)
(412)
(2,966)
(171)
(3,549)
(521)
(2,017)
(2,992)
65
489
554
(400)
(545)
(7)
(952)
(398)
–
–
–
–
(49)
(7)
(56)
(56)
–
3
3
(12)
(454)
(58)
(524)
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
8
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 13. FINANCIAL RISK MANAGEMENT (CONTINUED)
Less than 6
months
$M
6 to 12
months
$M
1 to 5
years
$M
Later than
5 years
$M
30 JUNE 2021
Liquid financial assets
Cash and cash equivalents
Receivables
Financial liabilities
Payables and accruals
Loans
Lease liabilities
Net outflow
Derivative Financial Liabilities
163
318
481
(318)
(475)
(4)
(797)
(316)
–
–
–
–
(14)
(4)
(18)
(18)
Total
$M
163
321
484
–
–
–
–
(1,251)
(41)
(1,292)
(321)
(1,963)
(82)
(2,366)
–
3
3
(3)
(223)
(33)
(259)
(256)
(1,292)
(1,882)
The table below details the liquidity risk arising from derivative liabilities held by the Group at balance date. Net settled derivatives
include interest rate derivatives and electricity price derivatives. Gross settled derivatives relate to foreign exchange derivatives
that are used to hedge future purchase commitments. Foreign exchange derivatives may be rolled on an instalment basis until
the underlying transaction occurs. While the maturity of these derivatives are short-term the underlying expenditure is forecast to
occur over different time periods. The table also summarises the payments that are expected to be made in relation to derivative
liabilities. The Group also expects to receive funds relating to derivative asset settlements. The expectation of cash receipts in
relation to derivative assets should also be considered when assessing the ability of the Group to meet its obligations.
30 JUNE 2022
Derivative liabilities – net settled
Derivative liabilities – gross settled
• Inflows
• Outflows
Net maturity
Less than
6 months
$M
6 to 12
months
$M
1 to 5
years
$M
Later than
5 years
$M
(135)
51
(49)
(133)
(139)
–
–
(139)
(388)
–
–
(388)
(6)
–
–
(6)
Total
$M
(668)
51
(49)
(666)
Less than
6 months
$M
6 to 12
months
$M
1 to 5
years
$M
Later than
5 years
$M
(172)
18
(17)
(171)
(90)
–
–
(90)
(232)
–
–
(232)
(16)
–
–
(16)
Total
$M
(510)
18
(17)
(509)
30 JUNE 2021
Derivative liabilities – net settled
Derivative liabilities – gross settled
• Inflows
• Outflows
Net maturity
(D) FAIR VALUE ESTIMATION
Fair Values
The carrying amount of financial assets and liabilities recorded in the financial statements approximates their fair values at 30
June 2022 except for those detailed in the table below. Fair values are based on quoted market prices and inputs for each bond
issue.
Fixed Rate Wholesale Bond
Fixed Rate Wholesale Green Bond
Fixed Rate Retail Bond
Floating Rate Bonds
Capital Bonds
US Private Placement (USPP)
Australian Medium Term Note (AMTN)
Valuation Techniques
2022 $M
26
115
349
–
542
122
192
2021 $M
27
137
393
300
307
118
–
The Group uses various methods in estimating the fair value of a financial instrument. The methods comprise:
• Level 1 - the fair value is calculated using quoted prices in active markets;
• Level 2 - the fair value is estimated using inputs other than quoted prices included in Level 1 that are observable for the asset or
liability, either directly (as prices) or indirectly (derived from prices); and
• Level 3 - the fair value is estimated using inputs that are not based on observable market data.
As at 30 June 2022 all of the Group's financial instruments carried at fair value were categorised as level 2, except for some
electricity price derivatives. Electricity price derivative assets of $48 million were categorised as level 1 (2021: $49 million) and
$592 million were categorised as level 3 (2021: $111 million). Electricity price derivative liabilities of $46 million were categorised as
level 1 (2021: $54 million) and $498 million were categorised as level 3 (2021: $370 million).
Financial instruments that are measured using a valuation technique with only observable market inputs, or unobservable inputs
that are not significant to the overall valuation, include interest rate derivatives and foreign exchange derivatives not traded on a
recognised exchange.
U
N
E
M
S
R
E
B
M
U
N
N
I
M
O
D
E
E
R
F
Y
G
R
E
N
E
9
5
MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 13. FINANCIAL RISK MANAGEMENT (CONTINUED)
Deferred ‘inception’ gains/(losses)
Financial instruments that use a valuation technique which includes non-market observable data include non-exchange traded
electricity contracts which are valued using a discounted cash flow methodology using a combination of ASX market prices
for the first three years, combined with Management's internal view of forward prices for the remainder of the contract's term.
Management's internal view of forward prices incorporates a minimum price of $76/MWh and a maximum price of $194/MWh
(2021: minimum price of $89/MWh and a maximum price of $172/MWh) over the period in question (in real terms) and is
determined by a demand supply based fundamental model which takes account of current hydrological conditions, future inflows,
an assessment of thermal fuel costs, anticipated demand and supply conditions and future committed generation capacity.
Where the fair value of a derivative is calculated as the present value of the estimated future cash flows of the instrument there
are two key inputs being used: the forward price curve and the discount rate. Where the derivative is an option, then the volatility
of the forward price is another key input. The selection of inputs requires significant judgement, and therefore there is a range of
reasonably possible assumptions in respect of these inputs that could be used in estimating the fair values of these derivatives.
Maximum use is made of observable market data when selecting inputs and developing assumptions for the valuation technique.
Level 3 Sensitivity Analysis
The following summarises the potential impact of increases or decreases in price risk exposures of the Group on post tax profit.
Sensitivity analysis is based on an assessment of the reasonably possible movements in forward price.
Group
Electricity forward price increased by 10%
Electricity forward price decreased by 10%
Reconciliation of level 3 fair value movements
Opening balance
Acquired contracts
New contracts
Matured contracts
Gains and losses
• Through the income statement
• Through other comprehensive income
Closing balance
Impact on post tax profit
2021 $M
2022 $M
50
(45)
3
(3)
Fair value through other
comprehensive income
2021 $M
2022 $M
Fair value through profit
or loss
2021 $M
2022 $M
(284)
–
(76)
30
–
73
(257)
(55)
–
(52)
2
–
(179)
(284)
25
345
(12)
6
(13)
–
351
26
–
(4)
8
(5)
–
25
Level 3 fair value movements recognised within the income statement of the Group are recognised within 'change in the fair value
of financial instruments'.
There is a presumption that when derivative contracts are entered into on an arm's length basis that the fair value at inception is
zero. The contract price of non exchange traded electricity derivative contracts are agreed on a bilateral basis, the pricing for which
may differ from the prevailing derived market price curve for a variety of reasons. In these circumstances an inception adjustment
is made to bring the initial fair value of the contract to zero at inception. This inception adjustment is amortised over the life of the
contract by adjusting the future price path used to determine the fair value of the derivatives by a constant amount to return the
initial fair value to zero.
The table below details the movements in inception value gains/(losses) included in the fair value of derivative financial assets and
liabilities as at 30 June.
Electricity price derivatives
Opening deferred inception gains / (losses)
Deferred inception gains on new hedges
Deferred inception (losses)/gains realised during the year
Closing inception gains
(E) CAPITAL RISK MANAGEMENT
2022 $M
2021 $M
27
10
(11)
26
(7)
22
12
27
Management seeks to maintain a sustainable financial structure for the Group having regard to the risks from predicted short and
medium-term economic, market and hydrological conditions along with estimated financial performance. Capital is managed to
provide sufficient funds to undertake required asset reinvestment as well as to finance new generation development projects and
other growth opportunities to increase shareholder value.
In order to maintain or adjust the capital structure, changes can be made to the amount paid as dividends to shareholders, capital
can be returned or injected or assets sold to reduce borrowings.
Consistent with other companies in the industry, the Group monitors capital on the basis of its gearing ratio. This ratio is
calculated as net debt divided by total capital. Net debt is calculated as total borrowings (both current and non-current) less cash
and cash equivalents. Total capital is calculated as shareholders' equity plus net debt. The gearing ratio is calculated below:
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MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 13. FINANCIAL RISK MANAGEMENT (CONTINUED)
Borrowings at carrying value
Fair value adjustments
Less cash and cash equivalents
Net debt
Total equity
Total capital
Gearing ratio
2022 $M
1,956
70
(65)
1,961
4,752
6,713
2021 $M
1,491
1
(163)
1,329
4,186
5,515
29.2%
24.1%
Under the negative pledge deed in favour of its bank financiers the Group must, in addition to not exceeding its maximum
gearing ratio, exceed minimum interest cover ratios and a minimum shareholder equity threshold.
The Group seeks to maintain a debt to EBITDAF ratio of less than 3.0 times, on average through time, to maintain credit metrics
sufficient to support its credit rating on an on-going basis. For the purpose of calculating this ratio and consistent with the rating
agency treatment, adjustments are made to net debt and EBITDAF based on the definitions provided by the rating agency. For the
year ended 30 June 2022, the Group had a debt to EBITDAF ratio of 2.7 times (2021: 2.5 times).
NOTE 14. DERIVATIVE FINANCIAL INSTRUMENTS
The fair values of derivative financial instruments together with the designation of their hedging relationship are summarised
below, based on maturity date:
2022 $M
2021 $M
CURRENT ASSETS
Interest rate derivative
Electricity price derivative
Foreign exchange derivative
Cross currency interest rate derivative
CURRENT LIABILITIES
Interest rate derivative
Electricity price derivative
Foreign exchange derivative
Cross currency interest rate derivative
NON-CURRENT ASSETS
Interest rate derivative
Electricity price derivative
Cross currency interest rate derivative
NON-CURRENT LIABILITIES
Interest rate derivative
Electricity price derivative
Cross currency interest rate derivative
23
293
3
9
328
28
259
1
4
292
11
347
13
371
104
285
11
400
15
103
–
2
120
24
243
–
–
267
2
58
14
74
81
182
–
263
It is the Group's policy to apply hedge accounting to reduce volatility in profit, and where possible, derivatives are hedge accounted
under NZ IFRS 9 as either cash flow or fair value hedges.
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MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 14. DERIVATIVE FINANCIAL INSTRUMENTS (CONTINUED)
Interest rate and cross currency interest rate derivatives
The changes in fair values of financial instruments recognised in the income statement and other comprehensive income are
summarised below:
Pay-fixed receive-floating interest rate swaps are designated as cash flow hedges in a relationship with a portion of floating rate
debt exposure. Receive-fixed pay-floating interest rate swaps are designated as fair value hedges in a relationship with the swap
rate on fixed rate bonds. Cross currency swaps are designated as both fair value and cash flow hedge relationships with the USPP
and AMTN debt (refer note 12), depending on the component of the debt being hedged: risk free (swap) rate as a fair value hedge;
credit margin as cash flow hedge.
Cross currency interest rate derivatives
USPP Borrowings – fair value change
Income statement
2022 $M
(8)
8
–
2021 $M
(47)
47
–
Other comprehensive
income
2022 $M
–
–
–
2021 $M
–
–
–
Foreign exchange derivatives
Foreign exchange forward contracts are designated as cash flow hedges in a relationship with forecast purchases of inventory and
capital equipment, mainly for maintenance and construction of generation assets.
Electricity contracts not designated as hedges for accounting purposes
Where possible electricity price derivatives are designated as cash flow hedges in a relationship with forecast electricity sales and
purchases. Exceptions are swaps and options used for trading (electricity futures, options and financial transmission rights) as well
as:
• Tuaropaki Power Company hedge contract that settles against a moving hedge index rather than wholesale electricity prices
and the Meridian Energy virtual asset swap which hedges wholesale electricity price risk between North and South Island.
• Manawa and Waipipi hedges: although these swaps are considered to be effective economic hedges we are unable to
demonstrate their eligibility for hedge accounting as they include price reset mechanisms that refer to future prices and so
changes in fair value are being recorded in profit and loss.
• Certain contracts for difference novated to the Company as part of the transaction with Norske Skog which are not considered
to be effective hedges.
Interest rate derivatives (including Green bond fair value change)
Cross currency interest rate derivatives – margin
Electricity price derivatives
Foreign exchange rate derivatives
Ineffectiveness of cash flow hedges recognised in the income statement
Total change in fair value of derivative financial instruments
(15)
–
(65)
1
(3)
(82)
(21)
(1)
(17)
–
(6)
(45)
66
–
(8)
1
–
59
41
–
(265)
16
–
(208)
MOVEMENT IN CASH FLOW HEDGE RESERVE
Opening balance
Effective portion of cash flow hedges recognised in the reserve
Amount transferred to balance sheet
Equity accounted share of associates’ movement in other comprehensive income
Transfer of share of associates' reserves to profit or loss upon disposal
Tax effect of movements
Closing balance
2022 $M
(268)
59
(1)
1
(20)
(16)
(245)
2021 $M
(122)
(208)
(15)
15
–
62
(268)
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MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 15. RECONCILIATION OF PROFIT FOR THE YEAR TO NET CASH FLOWS
FROM OPERATING ACTIVITIES
Profit for the year
Items classified as investing or financing activities:
• Net interest accrual
• Prudential payment recognised within total revenue
• Proceeds from the sale of Hudson Ranch
• Dividend income from Tilt Renewables Limited
• Gain on disposal of shares in Tilt Renewables Limited
Adjustments for:
Depreciation and amortisation
Amortisation of contract assets and costs to profit or loss
Net loss on sale of property, plant and equipment
Change in the fair value of financial instruments
Movement in effect of discounting on long-term provisions
Share of earnings of associate and joint venture companies
Close-out of electricity swap and non-cash amortisation of acquired swap value
Net cash provided by operating activities before change in assets and liabilities
Change in assets and liabilities during the year:
• Increase in trade receivables and prepayments
• Increase in inventories
• Increase in trade payables and accruals
• Increase/(decrease) in provision for tax
• Increase in deferred tax
Net cash inflow from operating activities
2022 $M
469
2021 $M
141
1
–
–
(5)
(367)
293
8
2
82
5
5
43
536
(141)
(67)
61
13
(50)
352
(8)
6
(41)
–
–
221
–
15
47
3
(22)
–
362
(32)
(2)
76
(32)
(34)
338
NOTE 16. RELATED PARTY TRANSACTIONS
Majority Shareholder
The majority shareholder of Mercury NZ Limited is the Government, providing it with potential influence over the Group.
Transactions cover a variety of services including energy, postal, travel and tax.
Transactions with Related Parties
The Group entered into a number of contracts with other Crown-controlled entities to hedge against wholesale electricity price
risk, the most significant being a virtual asset swap with Meridian Energy Limited which has a remaining life of 3.5 years and a
contract for difference with Genesis Energy Limited for generation produced at the Waipipi wind farm.
Mercury NZ Limited also has investments in subsidiaries, associates and joint arrangements, all of which are considered related
parties.
As these are consolidated financial statements, transactions between related parties within the Group have been eliminated.
Consequently, only those transactions between entities which have some owners external to the Group have been reported below:
Associates
• Management fees and service fees received
• Energy contract settlements received
• Service fees paid
Joint operations
• Management fees and service agreements received and paid
• Energy contract settlements received
Transaction value
2022 $M
2021 $M
13
21
4
18
10
15
26
1
22
36
An advance to TPC Holdings Limited of $4 million (2021: $4 million) is interest free and repayable on demand subject to certain
conditions being met.
The long-term advance to our Rotokawa Joint Venture partner of $4 million (2021: $5 million) carries a floating interest rate.
Repayments under the advance are linked to the level of receipts under the geothermal energy supply agreement. There is no
fixed repayment date, the agreement will terminate on receipt of any outstanding balances.
No related party debts have been written off, forgiven, or any impairment charge booked.
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MERCURY ANNUAL REPORT 2022
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 16. RELATED PARTY TRANSACTIONS (CONTINUED)
NOTE 17. COMMITMENTS & CONTINGENCIES
Key management personnel compensation (paid and payable) comprised:
• Directors’ fees
• Benefits for the Chief Executive and Senior Management:
Salary and other short-term benefits
Termination benefits
Share-based payments
Transaction value
2022
$000
2021
$000
1,030
991
6,564
–
561
8,155
6,233
353
712
8,289
At the Annual Shareholders' Meeting held on 23 September 2021, the shareholders approved an increase of annual directors' fees.
Other transactions with key management personnel
Key management personnel are those people with responsibility and authority for planning, directing and controlling the activities
of the Group. Key management personnel for the Group are considered to be the Directors and Senior Management.
A number of Directors also provide directorship services to other third party entities.
A number of key management personnel provide directorship services to subsidiaries and other third party entities as part of their
employment without receiving any additional remuneration, with exception to the Group's Chief Executive who was a member
of the Board of Directors of Tilt Renewables Limited and directly received remuneration for his directorship services until Tilt
Renewables Limited was no longer an associate of the Company and his directorship ceased. Several of these entities transacted
with the Group.
The Group purchases directors and officers insurance for the benefit of key management personnel in relation to the services they
provide to the Group.
Commitments
Within one year
One to five years
Later than five years
Capital
2022 $M
157
85
3
245
2021 $M
106
134
7
247
Capital commitments include purchases of both property, plant and equipment (PP&E) and intangibles. PP&E commitments
include contracts for construction of wind generation assets at Turitea and refurbishment of hydro generation assets at Karāpiro.
Intangible commitments are contracts to purchase New Zealand emissions trading scheme (NZ ETS) units. In the event the NZ
ETS is terminated the existing forward purchase agreements, which cover the seven year period from the end of the reporting
period, will also terminate.
Contingencies
The Group holds land and has interests in fresh water and geothermal resources that are subject to claims that have been brought
against the Government.
The Pouakani Claims Trust No 2 and a group of kaumatua have filed a claim in the Māori Land Court seeking a declaration that
certain parts of the Waikato riverbed are Māori customary land, including the riverbed beneath the Whakamaru, Maraetai I and II
and Waipapa dams. The claim has been amended to include interests in the water flowing over the riverbed. Mercury holds the
fee simple or beneficial title to those parts of Waikato riverbed beneath the Whakamaru, Maraetai I and II and Waipapa dams and
has received advice that the applicants are unlikely to succeed with a claim to customary title in that land. Mercury sought orders
striking out the claim in relation to the parts of the riverbed to which Mercury holds fee simple or beneficial title, and water. The
Court recently dismissed Mercury’s strike out application, on the basis that the matters Mercury raised should be dealt with at
trial. Mercury has challenged this decision by issuing a judicial review claim. The applicants have also filed a related claim in the
Waitangi Tribunal pursuant to the Treaty of Waitangi Act 1975, but have not yet taken any further steps in relation to that claim.
The Group holds land at Maraetai, Waikato that is subject to a remedies hearing brought against the Government in the Waitangi
Tribunal. The remedies hearing relates to an application seeking binding recommendations for the resumption of land at
Pouakani, including the Group’s land at Maraetai. A Crown Treaty settlement has been offered to Ngāti Kahungunu ki Wairarapa
Tāmaki nui-ā-Rua Settlement Trust, which the Tribunal had indicated in a preliminary finding may be an appropriate recipient
for the land (although that preliminary finding was set aside following a judicial review decision in the High Court, which remains
subject to further appeal). The Crown and Ngāti Kahungunu ki Wairarapa Tāmaki nui-ā-Rua Settlement Trust have signed a
settlement deed addressing the resumption claim. Legislation giving effect to the settlement deed has been introduced to
Parliament, but the settlement has not yet been enacted. It is not yet known whether that settlement deed will result in the
Trust and other Māori groups abandoning their claims to resumption of the land. The Group has received advice that a Tribunal
decision on the matter, should the matter be remitted to the Tribunal for reconsideration, is unlikely to impair the Group’s ability to
operate its hydro assets.
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MERCURY ANNUAL REPORT 2022
NOTE 19. SUBSEQUENT EVENTS & OTHER MATTERS
The board of directors has approved a fully imputed final dividend of 12.0 cents per share to be paid on 30 September 2022, the
Company plans to continue with the DRP announced in the current financial year. The DRP strike price is to be determined by the
average of daily volume weighted average sale price for a share, calculated on all price setting trades of shares that took place
through the NZX Main Board over a period of five trading days starting on 19 September 2022, less a 2% discount.
During the year, the Group worked with the Commerce Commission after incorrectly applying early termination fees for about
2,000 customers between 2016 and 2020. The Group completed remediation in early 2021 and were charged for breaching the
Fair Trading Act following year-end. In July 2021, during the commissioning of the rebalancing works at the Rotokawa geothermal
field, a ‘water hammer’ event occurred which resulted in a loss of containment of steam. The event did not lead to any injuries.
The Group notified WorkSafe of the incident and co-operated with their investigation. Following year end Mercury was charged by
WorkSafe for breaches of health and safety legislation. The financial impact of these charges is assessed to be immaterial.
There are no other material events subsequent to balance date that would affect the fair presentation of these financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS.
For the year ended 30 June 2022
NOTE 17. COMMITMENTS & CONTINGENCIES (CONTINUED)
A separate claim by the New Zealand Māori Council relating to fresh water and geothermal resources was lodged in 2012 with the
Waitangi Tribunal. The Tribunal concluded that Māori have residual (but as yet undefined) proprietary rights in fresh water and
geothermal resources and it will be for the Government to determine how any such rights and interests may best be addressed.
The Tribunal has recently indicated its intention to progress to stage three of that inquiry, albeit the scope of stage three is still
being considered in light of the Government’s draft Natural and Built Environments Bill. The impact of this claim on the Group’s
operations is unknown at this time.
From time to time the Group will issue letters of credit and guarantees to various suppliers in the normal course of business.
However, there is no expectation that any outflow of resource relating to these letters of credit or guarantees will be required as a
consequence.
The Group has no other material contingent assets or liabilities.
NOTE 18. SHARE-BASED PAYMENTS
Long-term Incentive Plan
The Group operates an equity-settled share based long-term incentive (LTI) plan for senior executives. The plan is designed to
enhance the alignment between shareholders and those executives most able to influence the performance of the Group.
Under the plan executives are granted the shares at nil cost if certain total shareholder return targets are met. Performance is
measured against a combination of: i) other electricity generators who are listed on the NZX; and (ii) out performance against the
Group's internal return on capital hurdles. The plan is due to vest in July 2023 and July 2024.
Each LTI plan provides the board with a level of discretion and represents the grant of in-substance nil-price options to executives.
During the year the Group expensed $561,274 in relation to equity-settled share based payment transactions (2021: $711,827).
Movements in the number of share options are as follows:
Balance at the beginning of the year
Options granted
Options expired
Options exercised
Balance at the end of the year
2022
709,603
256,152
–
(101,876)
863,879
2021
631,434
382,997
(34,579)
(270,249)
709,603
224,730 options were exercisable at the end of the year (2021: 101,876) with the remaining options under the plan having a
weighted average life of 1.0 years (2021: 1.4 years).
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MERCURY ANNUAL REPORT 2022
MERCURY AND
CLIMATE CHANGE.
Climate change, actions to reduce emissions and the transition to a low carbon
economy are shaping the world around us. Our strategy anticipates that our
business will encounter both climate-related opportunities and risks. We want to
play a leading role in New Zealand's successful transition. Many of the actions we
are taking to play this leading role are featured throughout this report, such as:
• our ongoing investment in development of renewable generation at Turitea and
our broader wind pipeline, as part of the material contribution our sector will
make to support decarbonisation across the economy; and
supporting our vulnerable customers, helping to ensure that the transition is
equitable for all consumers, including those experiencing hardship.
•
This specific disclosure statement provides further information on the climate-
related opportunities and risks for Mercury. It is titled a ‘TCFD report’ and we have
used that framework to guide our disclosure. For future reports, we anticipate using
the Aotearoa New Zealand Climate Standards as our framework for disclosure.
TCFD REPORT.
CONTENTS.
PREPARED IN
ACCORDANCE WITH THE
RECOMMENDATIONS OF THE
TASK FORCE ON CLIMATE-
RELATED FINANCIAL
DISCLOSURES (TCFD).
INTRODUCTION
GOVERNANCE
STRATEGY
67
68
70
78 RISK MANAGEMENT
80 METRICS & TARGETS
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MERCURY ANNUAL REPORT 2022
INTRODUCTION.
Over the past five years we have improved
our capability to identify, assess and manage
climate-related risks and opportunities.
• Based on these scenarios, we have updated
our view of climate-related opportunities
and risks that could affect our business.
Our governance approach and disclosure of
these risks and opportunities has evolved over
this period. Our integrated strategy considers
climate-related risks and opportunities, and
we have made changes to our governance
frameworks and remuneration models to
ensure that the Executive Management Team
(EMT) have appropriate oversight of, and
are actively assessing and managing, these
climate-related risks and opportunities. A
summary of the key findings in this report are:
• Material climate-related risks and
opportunities have been the subject of
regular discussion by our Board and EMT
since 2018.
• Scenario analysis completed in FY21
was revised in FY22, with two scenarios
created based on: (1) a 1.5-degree future;
and (2) a 3-degree (‘lack of meaningful
intervention’) future. We plan to participate
in development of energy sector scenarios
to support future scenario analysis.
• Climate-related opportunities in our
‘top 5’ include the increase in electricity
demand and consumer / investor desire for
renewable generation.
• Climate-related risks in our ‘top 5’ include
regulation that does not balance the energy
trilemma, extreme weather events and
increased temperature.
• We have broadened our disclosure on
how our strategy remains resilient to these
risks and supportive of capturing these
opportunities.
• We are currently considering the further
actions we can take to reduce our own
emissions to ensure we are doing our part
to mitigate climate change. Further details
of these actions, and the related investment
required, are likely to form the basis of our
transition plan in future years.
This section of the report contains several
forward-looking statements. We have
prepared the information in this section,
including statements as to the financial
impacts of climate change, with due care
and attention. This information is based
on numerous current assumptions about
Mercury’s present and future strategies and
the environment in which Mercury will operate
in the future. The risks and opportunities
described in this section of the report may not
eventuate. If they do, there are many factors
that could cause Mercury’s actual results or
performance to differ materially from that
described. No representation is made as to
the accuracy, completeness or reliability of
this information. Given the nature of this
information, Mercury shall not be required
to update or revise any forward-looking
statement. Nothing in this section
of the report should be interpreted as
capital growth, earnings or any other
advice or guidance.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE.
TCFD recommendation: Disclose the
organisation’s governance around
climate-related risks and opportunities.
The risk management framework at Mercury
supports a comprehensive approach to
risk. It encompasses financial, strategic,
environmental, operational, regulatory,
reputational, social and governance risks. This
includes identifying, assessing, and managing
climate-related risks and opportunities.
The governance structure for risk
management at Mercury is captured in the
diagram below. The responsibilities of the key
elements of this structure are summarised
in the following paragraphs, and more detail
is available in the Corporate Governance
Statement. Our GM Sustainability plays a
key role in providing advice and coordinating
Mercury’s cross-functional approach
to identifying climate-related risks and
opportunities.
a) Describe the Board’s oversight of
climate-related risks and opportunities.
Our Board has responsibility for the
strategic direction and operation of Mercury.
Responsibilities are set out in the Board
Charter, and in relation to climate change
include:
• establishing clear strategic goals with
appropriate supporting business plans and
resources
• monitoring strategy implementation,
financial performance and the integrity of
reporting
• ensuring that effective audit, risk
management and compliance systems are
in place and monitored
Climate change risks and opportunities are
currently managed, at a governance level,
through the Risk Assurance and Audit
Committee (RAAC) of the Board.
The RAAC is responsible for overseeing,
reviewing and advising the Board on our risk
management policy and processes, including
climate-related risks and opportunities. It
is made up of five independent directors
and meets at least four times per year. Our
risk management framework meets New
Zealand standard AS/NZS ISO 31000 Risk
Management – Principles and guidelines.
Our risk management framework helps
us to identify different categories of
risk – compliance risks, operational risks,
reputational risks, financial risks and people
risks. Climate-related risks show up across
many of these categories and are treated
in the same way as other risks across these
categories. More information on our risk
management framework can be found in the
Governance Statement.
Oversees the
framework
GOVERNANCE
Monitors
implementation
of framework and
tests controls
Risk Assurance
& Audit
Committee
Risk
Management
Committee
Risk
Assurance
Officer
All Business
Units
Establishes,
communicates and
implements risk
management
BUSINESS
FUNCTIONS
Manages day
to day risks
and controls
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MERCURY ANNUAL REPORT 2022
In FY20, the Board updated its skills matrix to
specifically include climate change. The Board
also reviewed whether our risk management
framework supported our integrated business
planning process and whether climate-related
risks were adequately captured within this risk
management framework. Given the potential
impact of climate change across Mercury, the
Board amplified climate-related risks within
our consolidated risk register.
In FY21, the Board held an externally
facilitated deep dive into regulatory, economic
and legal aspects of climate-related risks and
opportunities. In May 2021, management
presented its first climate change scenario
analysis report and the outcome of its review
of climate-related risks and opportunities to
the RAAC.
In FY22, a cross-functional team from across
the business conducted more in-depth
scenario analysis to highlight emerging risks
and opportunities.
The Board seeks internal and external
expertise and advice relating to climate
change as required to ensure that it has up to
date information and can provide appropriate
oversight of climate-related issues. As
this area continues to evolve, the Board
and management will seek access to the
necessary expertise.
b) Describe management’s role in assessing
and managing climate-related risks and
opportunities.
One of the responsibilities of the Chief
Executive and the EMT is to develop, and
recommend to the Board, strategies to
identify, assess and manage climate-related
risks and opportunities and to foster improved
reporting and disclosure of these risks and
opportunities. This is done at least annually.
Climate risks and opportunities are also
considered in the development and review
of our strategy. They form a key element of
the market context when setting goals on a
three-yearly basis, and reviewing these each
quarter by management and the Board.
The remuneration of the Chief Executive
and the EMT is linked to Mercury’s strategic
pillars. In FY22, 15% of their short-term
performance incentive is tied to the three-
year objective to ‘play a leading role in New
Zealand’s successful transition to a low
carbon economy’, of which climate change is
a key focus.
More information on the responsibilities and
remuneration of the Chief Executive and
the Executive Management Team can be
found in our Governance Statement and
Remuneration Report.
In FY22, the EMT delivered a revised and
more detailed climate change scenario
analysis, including the annual review of
climate-related risks and opportunities.
Our management operates a Risk
Management Committee (RMC) whose
mandate is (1) to promote risk awareness and
appropriate risk management to all Mercury
people; and (2) to monitor and review risk
activities as required. Membership of the RMC
is made up of representatives from the EMT
and is chaired by the Chief Executive. The
RMC meets at least quarterly, and reviews
Mercury’s risks, including its approach to
climate-related risks and opportunities, at
least annually.
The day-to-day management of climate-
related risks and opportunities occurs
across multiple business functions,
namely Sustainability, Regulatory Affairs,
Environmental Resources, Finance, Legal,
Communications, Risk Assurance, Generation,
Portfolio and Customer.
We sought external expertise to assist with
our scenario analysis and development.
We also sought external expertise to review
our existing TCFD reporting processes and
inform future improvements, as well as legal
expertise to assist us with our submission on
the development of the XRB climate-related
disclosure standards.
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STRATEGY.
TCFD recommendation: Disclose the actual and
potential impacts of climate-related risks and
opportunities on the organisation’s businesses,
strategy, and financial planning where such
information is material.
a) Describe the climate-related risks and
opportunities the organisation has identified
over the short, medium, and long-term.
b) Describe the impact of climate-related
risks and opportunities on the organisation’s
businesses, strategy, and financial planning.
To help improve our understanding of climate-
related risks and opportunities over the short,
medium and long-term and to test the resilience
of our strategy, we undertake scenario analysis
on a regular basis, and will continue to refine and
adapt our process as things continue to change.
Our first scenario analysis was completed in FY21,
and in FY22 a cross-functional team from across
the business conducted scenario analysis with the
resulting scenarios described on the next pages.
METHODOLOGY
& ASSUMPTIONS.
TCFD recommends considering a scenario based
on an optimistic view of the future, where global
greenhouse gas emissions are reduced, and
temperature increases are limited to below 2˚C.
In FY22, we undertook detailed scenario analysis
around the focal question: “What climate-related
issues could plausibly affect Mercury by 2050?”.
The boundary for this analysis was the whole of
the organisation, including our subsidiaries. We
also considered the impacts on the upstream and
downstream phases of our value chain, that is, on our
key suppliers and partners, as well as our customers.
At this stage we have used two scenarios, anchored
as a 1.5 degree future and a 3 degree future where
there is a lack of meaningful intervention. These
act just as ‘bookend’ scenarios across physical and
regulatory risks. We are cognisant that a four scenario
approach is good practice for scenario development
and will work towards this as we refine our approach.
As part of this refinement, we will participate in the
development of a set of sector scenarios that can be
used consistently across the energy sector.
SCENARIO 1: 1.5˚C IN 2050
Global response to climate change has been co-
ordinated and effective at limiting warming to 1.5˚C
in 2050.
SCENARIO 2: 3˚C IN 2050
Global response to climate change has lacked
co-ordination resulting in warming being limited
to 3˚C in 2050.
Significant energy sector reform has enabled
reduction in emissions and a prohibition of thermal
fuels.
Limited energy sector reform has resulted in
ineffective decarbonisation activity. Dry-year security
of supply is still dependent on gas.
There has been a significant increase in the adoption
of distributed energy resources (DERs), household
solar, batteries, electric vehicles and smart charging
infrastructure. This, along with increased conversion
of process heat, is driving strong electricity demand
growth.
The uptake of solar, batteries, and smart charging
infrastructure is lagging and lacks a consistent
approach. There has been limited demand growth
with limited incentives to adopt electric vehicles or
convert more challenging process heat – much of
which remains dependent on thermal fuels.
The changing climate has led to slightly warmer
winters and hotter drier summers, but this has had
minimal impact on annual demand.
North Island inflows remain relatively unchanged,
while South Island inflows rise in the winter. Drought
and water scarcity issues have been addressed.
However, higher temperatures have increased the
likelihood of fire risks leading to increased outages.
Storm events increase in intensity.
The policy focus on reducing emissions has
resulted in increased challenges relating to energy
affordability.
The changing climate has led to warmer winters and
hotter drier summers. This has resulted in higher
summer demand with a potential shift to a summer
peak. However, this has only had a slight impact on
annual demand.
Higher temperatures have increased the likelihood
of fire risks leading to increased outages. There is
also a greater risk of longer, intense periods of both
drought and increased rainfall.
Higher dew point temperature further intensifies
storm intensity.
Policy has prioritised addressing energy affordability
over emissions reduction.
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TIMEFRAMES
The focus of the scenario analysis was on the
next 30 years, to 2050. A 30-year time horizon
reflects the long life of our assets, and while
this is by no means the lifetime of our assets,
it is an important timeframe in terms of asset
refurbishment cycles. This timeframe also aligns
with New Zealand’s regulatory aspirations for
NetZero by 2050.
Risk and opportunities have been discussed
across the short (1-5 years), medium (5-10
years) and long-term (10+ years). This aligns
with Mercury’s business planning timeframes
and those required in ESG (Environmental,
Social and Governance) reporting and
disclosures.
DATA SETS & MODELS USED
Modelling has been undertaken by the
National Institute of Water and Atmospheric
Research (NIWA) for many of the physical
risks associated with a changing climate. This
modelling, and other specific studies related
to impacts on the electricity sector, have
informed this report.
The physical impacts of a changing climate on
geothermal generation have been modelled
using NIWA national climate change models,
observed temperature data and in-house
modelling software.
We have drawn on the Climate Change
Commission's final advice to the government
and the government’s Emissions Reduction
Plan to better understand how the economy,
the broader energy system and the electricity
sector will likely evolve towards net zero carbon.
In particular, the Commission’s modelling of
its “demonstration path” has influenced our
expectations of future electricity demand.
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RISKS &
OPPORTUNITIES.
THE TOP FIVE CLIMATE-RELATED
RISKS & OPPORTUNITIES
FOR MERCURY
A comprehensive list of risks and opportunities were identified through the scenario analysis
process. In the following table, these have been broken into the top five risks and opportunities for
Mercury. A second table (on the next pages) provides details of the other risks also identified against
the TCFD categories. This is not a complete list of the climate-related risks and opportunities,
however, it captures the key risks and opportunities identified through our scenario analysis process.
As things change, these risks and opportunities will also continue to evolve.
RISKS
REGULATION THAT DOES NOT BALANCE
THE ENERGY TRILEMMA
EXTREME WEATHER EVENTS
INCREASE IN ELECTRICITY DEMAND
OPPORTUNITIES
RISK RATING
DESCRIPTION
H
Scenario 1:
1.5˚C IN 2050
L
Scenario 2:
3˚C IN 2050
H
Scenario 1:
1.5˚C IN 2050
H
Scenario 2:
3˚C IN 2050
H
Scenario 1:
1.5˚C IN 2050
M
Scenario 2:
3˚C IN 2050
Regulation that does not consider the management of New Zealand’s
energy trilemma, with significant reforms focusing narrowly on
decarbonisation, negatively impacting security and affordability.
Physical damage to generation assets caused by flood or other extreme
weather events.
Increase in electricity demand from significant electrification of transport,
industrial process heat conversions to electricity and green hydrogen
production.
LIKELIHOOD
Highly Likely
Possible
Possible
Likely
Likely
Possible
IMPACTS
Increased costs and/or decreased revenue. Reduced ongoing investment.
Reduced ability to attract investment.
Decreased revenue and/or increased SIB capex.
Increased revenues.
TIME PERIOD
S M L
FINANCIAL
IMPLICATIONS
METHODOLOGY
High
M L
Low
S M L
High
Current high levels of regulatory reform present a broad range of outcomes.
We have assumed the worst-case scenario of regulation that stops or slows
ongoing investment in renewables in determining the potential financial
impact.
We continue to increase the granularity of information we have on
extreme weather events. This will help inform refinement of this estimate
of the investment required to mitigate physical asset risk.
MANAGEMENT
RESPONSE
Maintain engagement with government, regulators and other key
stakeholders. Contribute to the narrative on the positive contributions of
renewable electricity to New Zealand. Continue to make submissions on
legislation, regulation and planning instruments.
Continue to conduct scenario modelling and review outcomes to inform
operating plans and any changes required to resource consent conditions
and high flow management plans.
Complete hydrology review to clarify the return periods impacting
dams and incorporate climate change impacts in our dam safety work
programme to ensure safe flow management. We are working with other
global hydro operators to commission further advice on how climate
impacts can be considered for managing hydro assets.
Continue maintenance work on geothermal sites, with a focus on
operational changes related to heat.
Consider the potential impacts on wind generation at times of
repowering.
S M L
Medium to High
Medium to High
Using Climate Change
Commission demonstration
path modelling and our current
15% generation market share.
Using Climate Change
Commission current policy
reference modelling and our
current 15% generation market
share.
Support government initiatives to encourage electrification, including
by continuing to deploy new renewable generation through our existing
prospects in wind, geothermal and batteries. Continue to provide
propositions for our customers as they adopt new technologies or are
otherwise impacted by the transition.
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RISKS &
OPPORTUNITIES.
RISKS
CHANGES IN TEMPERATURE
M
Scenario 1:
1.5˚C IN 2050
M
Scenario 2:
3˚C IN 2050
Periods of drought reduce catchment inflows. Increasing average temperatures and the incidence of hot days may reduce geothermal plant
output and/or the reliability of air-cooled plant and equipment increasing output variability, and potentially reducing geothermal generation
capacity.
RISK RATING
DESCRIPTION
OPPORTUNITIES
CONSUMER / INVESTOR DESIRE FOR
RENEWABLE GENERATION
M
Scenario 1:
1.5˚C IN 2050
M
Scenario 2:
3˚C IN 2050
The increased differential in terms of access to debt between high performing ESG
companies and low performing ESG companies results in savings on debt instruments such
as sustainability linked loans / green bonds and improved credit ratings. Potential uplift of
share price valuation.
LIKELIHOOD
Likely
Likely
IMPACTS
Reduction in inflows and increased ambient temperature leading to decreased generation and revenue.
Likely
Reduced costs.
TIME PERIOD
FINANCIAL
IMPLICATIONS
METHODOLOGY
MANAGEMENT
RESPONSE
S M L
Medium
Drought impact calculated through increasing prior worst observed drought with price impacts assumed based on market prices observed
during drought periods. Impacts on geothermal stations assessed through existing observed temperature impacts on generation.
From a debt perspective, we have considered possible savings from preferential debt rates
on sustainability-linked loans and bonds, as well as the impact a potential downgrade of our
credit rating due to poor ESG performance could have on our debt costs.
Continue overarching portfolio management to manage drought as it impacts the catchment over time - including through using contracts
or length of the portfolio. Geothermal station impacts will be managed through considering station modification options and cooling.
Continue to communicate key ESG factors in our communications and Investor Relations
programmes. Further develop our green debt portfolio.
TIME PERIOD:
LIKELIHOOD:
FINANCIAL IMPACT:
RISK RATING:
S
M
L
Short-term 1-5 years
Mid-term 5-10 years
Long-term 10+ years
Likely:
Will probably, or is expected,
to occur within a 3-10 year timeframe
Possible:
Has the potential to occur
Unlikely:
Unlikely to occur
High:
Greater than $75m
Medium:
Greater than $750k
Low:
Less than $750k
H
High
M
Medium
L
Low
The combination of impact and likelihood to
determine risk ratings is shown in the table to
the right. Note this is a simplified version of
the more detailed internal risk matrix used by
Mercury to classify risk.
D
O
O
H
I
L
E
K
I
L
Likely
Possible
Unlikely
IMPACT
Medium
High
M
M
M
H
H
M
Low
M
L
L
Possible
S M L
Medium
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RISKS &
OPPORTUNITIES.
OTHER CLIMATE-RELATED
RISKS ALSO IDENTIFIED
AGAINST THE TCFD
CATEGORIES
The TCFD framework suggests
dividing climate change risks into the
categories of: Market and Technology
Shifts; Reputation; Policy and Legal;
and Physical Risks.
For this analysis, additional
granularity has been introduced in
the market and technology shift
category. This is because we operate
in both the electricity and carbon
markets. Technological shifts also
have the potential to provide both
risks and opportunities for Mercury.
SHORT-TERM 1-5 YEARS
MID-TERM 5-10 YEARS
LONG-TERM 10-20 YEARS
MARKETS (ELECTRICITY &
CARBON) & TECHNOLOGY
Physical and transitional climate-related risks
could have significant impacts on our markets.
Decarbonisation is likely to impact the relationship
between supply and demand – the electrification
of transport and the conversion of industrial
process heat from thermal fuel sources to
electricity will increase demand and present
financial risks and opportunities. Technological
disruption may create several risks and
opportunities.
In scenario 1, the increasing development of renewable
generation has the potential to reduce electricity prices
in the spot market.
However, price volatility may increase as thermal
generation is incrementally shut down, and wind
generation, which is inherently intermittent, is
increasingly relied on to firm generation.
Our existing carbon forest credit surplus could deliver
Emissions Trading Scheme (ETS) compliance at below
market prices, reducing compliance costs.
Similar risks and opportunities are present in scenario 2,
however the gradual increase in renewable generation
is supported where necessary by thermal generation,
and there remains a long-term role for the gas industry
resulting in lower wholesale market volatility.
In scenario 1, increasing renewable wind and solar
generation pose challenges due to their inherent
intermittency. The resultant market volatility
increases the premium of dispatchable demand.
However, this volatility is somewhat mitigated by
the development of grid storage projects and new
technology, as well as increased industrial and
consumer demand flexibility.
Our existing carbon forest credit surplus could
deliver ETS compliance at below market prices,
reducing compliance costs.
Similar risks and opportunities are present
in scenario 2, however, the development of
alternative technology and industrial and
consumer demand flexibility are partially crowded
out by thermal generation.
There is a reduced opportunity to develop new
renewable generation as the most economical
projects have been executed, and renewable
generation development is complemented by
fast-start thermal generation and gas storage
development.
In scenario 1, the increase in distributed and
embedded generation, particularly rooftop and
large-scale solar, could reduce demand for other
renewable generation development.
However, ‘dry year’ and short-term security
is delivered through a portfolio of renewable
options, such as biomass/biofuel thermal
generation, renewables “overbuild,” and North
and South Island pumped hydro options.
Increased rooftop solar generation could provide
both a risk (reduce demand) and an opportunity
(development).
As a portion of our customers remain financially
vulnerable, there remains a risk that some of our
customers are unable to pay their energy bills.
Similar risks and opportunities are present
in scenario 2, however, there is a reduced
opportunity to develop new renewable
generation, as the market continues to be
supported by thermal generation and other
technologies.
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RISKS &
OPPORTUNITIES.
SHORT-TERM 1-5 YEARS
MID-TERM 5-10 YEARS
LONG-TERM 10-20 YEARS
REPUTATION
Reputational risks and opportunities arise at an
organisational and sectoral level.
In scenario 1 and 2, recognition that renewable
electricity is the key to a just transition to NetZero
for New Zealand could benefit the reputation of the
electricity generation sector and Mercury.
Our reputation could be enhanced through recognition
as a thought leader on renewable energy and the
electrification of transport, through partnerships for
action on climate change in the Waikato catchment, as
well as through successful carbon capture pilots.
On the flip side, the reputation of the energy sector
could be negatively impacted if consumers increasingly
struggle to pay their energy bills.
In scenario 1, our reputation could be further
enhanced as low carbon projects are developed
and outcomes from geothermal emissions
capture/use pilot projects prove positive.
There is a potential countervailing factor arising
from an increasing focus on geothermal power
station emissions, as higher carbon-emitting
activities are reduced or retired.
This is similar in scenario 2, however, the
opportunity to increase market share through a
100% renewable brand could be higher.
In scenario 1, as emissions from thermal
generation are removed and replaced by
renewables there could be an increased focus
on geothermal emissions. However, growing
activism towards carbon intensive sectors still
brings capital inflow to Mercury.
This is similar in scenario 2, however, the risk of
reputational harm from operating geothermal
generation is lower as activism is focussed
towards carbon intensive sectors. This may
create more of an opportunity for capital inflow
to Mercury.
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RISKS &
OPPORTUNITIES.
SHORT-TERM 1-5 YEARS
MID-TERM 5-10 YEARS
LONG-TERM 10-20 YEARS
POLICY & LEGAL
There are several risks and opportunities that may
arise either from policy responses or from the
absence of policy responses. Legal risks also arise
in the context of proceedings against companies
and directors arising from climate-related activity
or inactivity, or related representative actions,
including as a result of social movements.
PHYSICAL
Physical risks may take the form of acute,
generally shorter-term events, such as fire
or flood, or longer-term chronic impacts,
for example the less efficient operation of
geothermal power stations arising from sustained
increases in temperature. These may lead to
financial risks and opportunities as a result of
the impact on our assets, on how our business
operates, or more broadly as a result of the
impacts on the markets in which we operate.
Insurance may also become more difficult or
costly to procure. We continue to refine our view
on physical risks, in particular how they might
impact the wider electricity system.
In scenario 1, the transition between the Resource
Management Act (RMA) and the Natural and Built
Environments Act could create investment uncertainty
for generation development and heavy industry in New
Zealand, with consent pathways remaining unclear.
These risks are moderated in scenario 2 as less
decarbonisation is sought.
Class actions against organisations and directors of
organisations failing to act on climate change may start
to emerge.
In both scenarios 1 and 2, stressors such as storms,
fire weather and lightning pose a risk to:
• major hazard facilities
• generation assets
• connected network infrastructure
• carbon forest investments
• national and international supply chains impacting
generation repairs and maintenance and
development.
These risks are greater in scenario 2.
In scenarios 1 and 2, class actions against
organisations failing to act on climate change
increase.
In scenarios 1 and 2, class actions against
organisations and directors of organisations
failing to act on climate change are very likely to
increase.
In both scenarios 1 and 2, stressors pose a risk to
national and international supply chains and could
impact generation and development. Increasing
average temperatures and the incidence of hot
days may reduce geothermal plant output and/
or the reliability of air-cooled plant and equipment
increasing output variability.
In both scenarios 1 and 2, storms, fire weather
and lightning could increase in frequency and
intensity increasing the risk to major hazard
facilities, generation assets and connected
network infrastructure. Stressors pose a risk to
national and international supply chains and
could impact generation and development.
These risks are greater in scenario 2.
These risks are greater in scenario 2.
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RESILIENCE OF
STRATEGY.
c) Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C
or lower scenario.
We test the resilience of our strategy through the lens of these risks and
opportunities. This leads to better planning and management of these risks
and opportunities. In turn, our current and future climate change disclosures
become more meaningful.
TRANSITION TO A LOW CARBON ECONOMY
As the Climate Change Commission recognised in its final advice to the
government, Aotearoa has one of the lowest emissions electricity sectors in
the world. This electricity can be used to reduce emissions economy-wide
through electrifying transport, process and space heating. The Commission
recommended setting a target so that 50% of all energy consumed comes
from renewable sources by 2035, and this has now been adopted by the
government in its Emissions Reduction Plan. For context, in 2020, Aotearoa’s
renewable share of final energy consumption was 28%.
As a fundamental element of our strategy, we consider the role that we
can play in supporting this decarbonisation of New Zealand. In addition to
significant investments made in renewable generation development (to help
reduce emissions from the electricity sector itself and other sectors), we also
consider the role we can play in supporting the decarbonisation of other
sectors.
DEMAND
Electricity demand is a fundamental element of our business model. Ensuring
ongoing resilience requires an approach to strategy that takes into account an
increasingly uncertain future. Our two scenarios capture different outcomes:
(1) the transition to decarbonisation is rapid, with a significant uptick in
demand and (2) the transition to decarbonisation is slow and piece-meal.
In relation to scenario 1 – we anticipate growth from the adoption of electric
vehicles, development of energy-intensive industries, as well as efforts to
decarbonise process heat. In relation to scenario 2 – demand growth is limited
as the regulatory settings do not incentivise electric vehicle adoption and
decarbonisation of process heat. We improve the resilience of our strategy by
ensuring that we are positioned for a range of different outcomes related to
demand and taking action to attract new sources of demand to New Zealand.
ENERGY AFFORDABILITY
Access to energy is an essential service for consumers. However, the broader
economic environment and rising inflation is impacting the cost of living in New
Zealand, making it more challenging for an increasing number of customers
to afford their energy bills. The way Aotearoa manages the transition to a low
carbon energy sector will have impacts on energy affordability. We will continue
our work to support vulnerable customers, which is of strategic importance
to Mercury. We are partnering with industry to further understand energy
hardship, and will continue to engage with, and support, government initiatives
to meaningfully address this issue.
potential solutions to the challenge of achieving energy security in dry years
without relying on carbon emitting thermal generation. The Commission has
noted that, while finding a solution to this challenge could enable a 100%
renewable electricity sector, a greater priority should be the wider use of
renewable electricity economy-wide, as per its recommendation for 50% of
all energy consumption to be renewable by 2035. The Commission further
suggests that the government’s aspirational goal of 100% renewable electricity
by 2030 could be replaced with a 95%+ target. The government Emissions
Reduction Plan has in turn committed to reviewing the 100% renewable
electricity target in 2024, as part of the next Plan. The Emissions Reduction
Plan also includes work to develop a Gas Transition Plan by mid-2023 to drive
emission reductions from natural gas in line with Aotearoa’s emissions budgets
to 2035. Developing this plan should provide greater certainty for the role
of thermal generation as a ‘dry year’ reserve in the electricity sector over the
coming decade.
We consider resilience to our strategy by considering implications of increasing
electricity spot price volatility, managing our generation portfolio, and
participating in these ongoing conversations and processes related to security
of supply.
SECURITY OF SUPPLY
PHYSICAL ASSETS
Maintaining security of electricity supply will continue to be an issue for New
Zealand as we increase our proportion of supply from renewable sources. Fossil
fuel-backed thermal generation currently plays a significant role in responding
to periods of reduced renewable supply such as ‘dry years’ (when inflows in
hydro catchments are low for long periods of time). This is likely to continue
through the transition, particularly through to 2030. During this transition
period, as the share of renewable generation increases, it is also likely that this
will lead to higher levels of electricity spot price volatility.
There are several conversations occurring related to security of supply. The
Government’s New Zealand Battery Project is underway and set to advise on
Underpinning our strategy is a long-term approach to the management of our
physical assets. One element of this is that our management of dam safety
risks assumes a value for Probable Maximum Flood (PMF). This is a measure
of the possible volume and flow rate of the Waikato River in the event of an
extreme flood. Our PMF values are prudently conservative. We are mindful that
it is possible that in a changing climate PMF values may need to be increased
over time. Based on currently available data and analysis, our risk management
practices and mitigants are appropriate. Through our ongoing dam safety
work programme and hydrological studies, we continue to seek out additional
information to ensure resilience of our strategy.
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account. The dam safety team work with the
GM Generation to build an approach to manage
these risks and develop their forward plans. Where
material, issues are updated to the RMC, the
RAAC and the Board.
The responsibilities of business functions, the
RMC, and the RAAC are described in more detail
in the governance section on page 68.
RISK MANAGEMENT.
TCFD recommendation: Disclose how
the organisation identifies, assesses, and
manages climate-related risks.
a) Describe the organisation’s processes for
identifying and assessing climate-related risks.
Risk management is an integral part of
Mercury’s business. We have an overarching Risk
Management Policy supported by a suite of risk
management policies appropriate for our business.
The purpose of the Risk Management Policy
is to embed a comprehensive capability in risk
management which provides a consistent method
for identification, assessment, control, monitoring
and reporting of existing and potential risks to our
business and to the achievement of its plans.
Our risk management framework meets New
Zealand standard AS/NZS ISO 31000 Risk
Management – Principles and guidelines and
applies to all risks at Mercury and is used across
the organisation. This framework provides for
the integration of risk across our material value
drivers (strategic pillars) – including financial, non-
financial, social, environmental and climate-related
risks.
Climate-related risks are identified by a cross-
functional group consisting of representatives
from the relevant business functions. This group
seeks out information and data to understand
whether potential risks are real, and to inform our
view of the likelihood and impact of these risks.
These risks and opportunities are classified using
a common methodology (the risk matrix) and
recorded in the risk register systems. The RMC
reviews climate-related risks every year under
this management framework. For the purposes
of this TCFD Report, we have provided simplified
risk ratings as outlined in the table of risks and
opportunities.
The climate-related risks and opportunities
included in this year’s TCFD report have been
identified by considering our two climate change
scenarios over a 30-year time horizon. In doing
so, we considered both the upstream and
downstream phases of our value chain. However,
we currently consider upstream phases of our
value chain at a macro-level, so will continue to
develop our maturity in this area.
Day-to-day risk management is done by the
relevant business function, with cascading
responsibilities up to the RMC and the RAAC. The
RAAC provides an assessment of whether the
business is managing our climate change risks
and responsibilities appropriately and ensures
that there are effective policies and procedures in
place.
As an example, when the dam safety team
considers the risks faced by their business
function, the potential impacts from climate
change is one of the factors that they take into
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RISK MANAGEMENT.
b) Describe the organisation’s processes for
managing climate-related risks.
In relation to technology, we continue to develop
our customer offering in relation to e.transport.
The day-to-day management of climate-
related risks and opportunities occurs across
Sustainability, Regulatory Affairs, Environmental
Resources, Finance, Legal, Communications, Risk
Assurance, Generation, Portfolio and Customer.
In relation to markets, our Portfolio and Finance
teams manage risks and opportunities presented
by:
• the electricity market – we continually model
scenarios of resource availability, electricity
market supply and demand and adjust our
approach accordingly
• the carbon market – we are involved in forest
carbon investments and have long-term
contracts in place
Regulatory risks and opportunities are managed
by our Government and Industry Relations team
in conjunction with external communications.
Submissions have been made recently on the
Climate Change Commission’s final advice,
the development of the Emissions Reduction
Plan, and ongoing changes to the New Zealand
Emissions Trading Scheme. We continue to
engage with the New Zealand Battery Project to
encourage consideration of diverse approaches
to achieving ‘dry year’ security through both
renewable and non-renewable technologies, and
the Electricity Authority on its investigation into
how the electricity market would operate under
very high renewable electricity supply.
Physical risks and opportunities from climate
change fall into acute (already impacting the
business, e.g. extended periods of drought and
likely to increase in the medium term) and chronic
(not currently impacting the business but likely to
impact over the medium to long-term). We have
continued to monitor proposed methodologies for
climate change risk assessment and adaptation
planning, both nationally and internationally.
We continue to advocate for improved access
to climate science research conducted by
government owned research organisations (e.g.
NIWA) to enable higher quality climate change
risk assessments and have made a submission
to the government’s Ministry for the Environment
draft National Adaptation Plan which considers
how Aotearoa New Zealand will adapt to the
unavoidable impacts of climate change.
We have models of storm events experienced
within the Waikato catchment and have worked
in partnership with Waikato and Bay of Plenty
Regional Councils in training exercises to educate
and inform council staff on the management of
storms and flood risks.
We continue to investigate scenario modelling for
climate change adaptation which has revealed
currently available regional level datasets are
potentially too high level to provide the robust and
detailed outputs required for long-term investment
decisions for hydro assets. We are seeking to
participate in the development of sector-based
scenarios sometime in the near future, which may
produce more granular relevant information.
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METRICS & TARGETS.
TCFD recommendation: Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities where such information is material.
a) Disclose the metrics used by the organisation to assess climate-related risks and
opportunities in line with its strategy and risk management process.
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG)
emissions, and the related risks.
c) Describe the targets used by the organisation to manage climate-related risks and
opportunities and performance against targets.
OUR SCOPE 1 EMISSIONS HAVE
REDUCED BY ~60% SINCE 2015.
We produce an annual emissions inventory report following international standards
and methodologies. As can be seen from the table and graphics that follow, our
emissions profile is dominated by Scope 1 emissions, namely fugitive emissions
from geothermal electricity generation, which account for 68% of the entire profile.
Thermal emissions from the operation of a gas-fired power station reduced to zero
in FY16 as the facility was decommissioned.
Given the predominance of fugitive Scope 1 emissions, emissions from other
scopes are considered immaterial except for downstream Scope 3 emissions
from the sale of gas to our domestic dual fuel customers and emissions from the
purchase of capital goods measured through stay-in-business (SIB) capex spend.
Our Scope 3 emissions from the sale of gas to our domestic dual fuel customers
have increased by ~75% (on an annual basis) due to the acquisition of Trustpower’s
customer base.
Our emissions intensity for an eight-year period is shown in the graph below. The
intensity calculation uses Scope 1 emissions only, no adjustments have been made in
relation to carbon credits and trading conducted under the New Zealand Emissions
Trading Scheme.
Our Scope 1 emissions have reduced over this period by ~60% due to decommissioning
Southdown (gas-fired power plant), a reduction in geothermal emissions over time and
investment in geothermal emissions reinjection. Further, our wind generation base has
grown due to new build and acquisition.
We are also developing our draft transition plan to identify all of the actions that we
need to take to ensure that we are acting consistently with a 1.5 degree future.
CARBON FOOTPRINT FY15 TO FY22
EMISSIONS INTENSITY OF GENERATION FY15 TO FY22
NET CARBON POSITION FY15 TO FY22
Scope 1
Scope 2
Scope 3
*
Direct emissions –
predominantly fugitive emissions
from geothermal facilities.
Indirect emissions –
from electricity used at
generation sites and in offices.
Other indirect emissions –
56% downstream from gas
sales to dual fuel customers.
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600,000
500,000
400,000
300,000
200,000
100,000
0
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
Scope 1
Scope 2
Scope 3
Scope 3 (new methodology)
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100
80
60
40
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9,000
8,000
7,000
6,000
5,000
4,000
3,000
2,000
1,000
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2,000,000
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1,000,000
500,000
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FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
* From FY20, we have amended our methodology for calculating Scope 3 emissions. The grey
area represents Scope 3 emissions such as SIB capex and general maintenance which were
not previously calculated.
**NZ Grid Average as per MfE data.
Generation (RHS)
Emissions Intensity kg CO2e/MWh
NZ Grid Average**
Emissions from generation and gas sales
Net carbon position (tonnes)
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MERCURY ANNUAL REPORT 2022
THE TEAM BEHIND
ENERGY FREEDOM.
THE TEAM BEHIND
ENERGY FREEDOM.
TE TĪMA MANAWHIRI PŪNGAO.
A big team contributes to our Energy Freedom mission: more than
1,300 people, around 74,000 owners, our partners and our customers. Here we
introduce you to our Executive Management Team and present our corporate
governance statement including our Board of Directors. We also share our
remuneration policy and report, directors’ disclosures and other disclosures,
information for security holders, sustainability index, a directory to help you
contact us and a glossary of industry and financial terms.
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YOUR
EXECUTIVE
MANAGEMENT
TEAM.
The Executive Management Team leads our business
to ensure its continued success and to position us for
the future opportunities and challenges. The team
all bring deep subject knowledge, and they lead their
business areas focusing on working together in a
changing environment.
VINCE HAWKSWORTH //
CHIEF EXECUTIVE
LUCIE DRUMMOND //
GENERAL MANAGER
SUSTAINABILITY
PHIL GIBSON //
GENERAL MANAGER
PORTFOLIO
WILLIAM MEEK //
CHIEF FINANCIAL OFFICER
JULIA JACK //
CHIEF MARKETING OFFICER
STEWART HAMILTON //
GENERAL MANAGER GENERATION
*title changes occurred after FY22 year end.
CRAIG NEUSTROSKI //
GENERAL MANAGER
COMMERCIAL OPERATIONS*
FIONA SMITH //
GENERAL MANAGER
CUSTOMER OPERATIONS*
MARLENE STRAWSON //
GENERAL MANAGER
PEOPLE & PERFORMANCE
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
LETTER FROM OUR CHAIR.
Dear Shareholder
It is my pleasure to present our corporate
governance statement for the year ended 30
June 2022.
This corporate governance statement outlines Mercury’s Corporate
Governance Framework, including information about the composition,
characteristics and function of Mercury’s Board, the ways in which we
ensure that we act ethically and responsibly at Mercury, our approach to
risk, and inclusion and diversity.
FY22 has been a transformational year for Mercury, and one of
significant activity for Mercury’s Board as a result. As has been
discussed elsewhere in this report, the Board considered and approved
actions necessary to complete Mercury’s acquisition of Tilt’s New
Zealand operations and development options, and Trustpower’s retail
business. Mercury also continued to diversify its capital structure, with
the successful issue of a new Capital Bond and implementation of a
Dividend Reinvestment Plan within the period. Mercury is committed to
progressing renewable generation options so that we are well positioned
to move forward with developments when market conditions make it
possible.
James Miller has succeeded Keith Smith as chair of the Risk Assurance
and Audit Committee, following Keith’s retirement from the Board.
During FY22 we have continued to evolve our approach to identifying,
analysing, managing and reporting climate change related risks and
opportunities, which are closely linked to both strategy and the business
planning process. A cross-functional team from across the business
conducted more in-depth scenario analysis.
BOARD CHANGES AND SUCCESSION PLANNING
Andy Lark will retire at the Annual Shareholders' Meeting (ASM) this
year after over 8 years of service. Andy has generously contributed
his extensive experience in different jurisdictions and across a range
of industries to Mercury - in particular, his inputs into the evolution of
Mercury’s retail business and marketing and digital identity have been
invaluable. On behalf of the Board, I would like to thank Andy for his
significant contribution to the Board and to Mercury.
Planning for director succession, to ensure that over time the Board
as a whole has the capability and experience to oversee Mercury’s
complex business, is one of the most important aspects of my role
as Chair. If Mercury is to achieve its strategic objectives, and deliver
long-term value for shareholders and other stakeholders including the
communities in which we operate, it requires directors with appropriate
skills and experience and who represent diverse backgrounds and
perspectives.
Succession planning must balance current and future governance
needs. Over the next few years, it is likely that several of the longest-
serving and most experienced Mercury directors will retire from the
Board. Through the Nominations Committee, we have reviewed the
Board’s collective skills and experience, matched against our refreshed
skills matrix, likely tenures and diversity.
Following that review, we have determined there is a need for additional
directors with deep commercial and governance skills to ensure that
capability is maintained and institutional knowledge and experience
is retained within the Board as longer-serving directors retire. We have
commenced this process with the appointment of Lorraine Witten
as director with effect from 1 September 2022. Lorraine’s strong
commercial acumen and extensive governance experience including
audit and risk management will be a valuable addition to your Board.
Kim Gordon, our current “future director” under the Future Directors
programme established by the Institute of Directors will end her tenure
later this year. We thank her for being a valuable contributor to Board
and Committee discussions. The process for appointing the next
“Future Director” will be underway in due course.
BOARD SKILLS MATRIX
The Board skills matrix provides our assessment of the key outputs
required from directors and how those needs are met by the current
Board composition, which is important in our succession planning.
Our approach is to balance specialist expertise with extensive
commercial experience so that the Board as a whole has the capability
to guide Mercury in achieving its strategic objectives and delivering
long-term value for shareholders. FY23 and beyond will be a period
of generation growth and development, coupled with the expansion
and integration of our retail businesses following the completion of
the Trustpower retail acquisition. Board capability will need to reflect
these priorities.
Skills are assessed at the level of the Board as a collective, as opposed
to each individual director, as this is a better indicator of overall Board
capability. However, the key skills which individual directors contribute
to the Mercury Board are highlighted under each director's profile.
Again, this is important for our succession planning.
EXECUTIVE MANAGEMENT TEAM
With the acquisition of Trustpower and the need to support a much
larger retail business, we have supported a minor restructure of our
Executive Management Team (EMT) during FY22.
Mercury has made one permanent addition to the EMT, with Fiona
Smith (formerly of Trustpower) stepping into the newly created role of
GM Customer Operations. Craig Neustroski, previously GM Customer,
will move into the role of GM Commercial Operations. These changes
took effect on 1 July 2022, and will help contribute to the success of
Mercury’s expanded retail business.
Please see further detail about the EMT in ‘Your Executive
Management Team’.
DIVERSITY AND INCLUSION
Last year the Board, through the People and Performance Committee,
determined that we were not making as much progress as we should
on our diversity and inclusion objectives. Consequently, during
FY22 there has been a renewed focus on identifying the barriers
to increasing diversity in our workforce, particularly at senior levels.
Initiatives such as our Diverse Emerging Leaders Programme have
been implemented to help us understand and reduce barriers to
greater diversity within Mercury.
PAY EQUITY
Since 2019, Mercury has reported our gender pay equity ratio as part
of our Diversity and Inclusion reporting. This year we are also reporting
our gender pay gap, and our pay gap and pay equity ratio by ethnicity.
It is likely the pay gap and pay equity ratio will change as we improve
the quality of our ethnicity data and include data from Trustpower
employees. Notwithstanding, the Board considers transparency will
drive improvement so reporting is an important step.
Mercury has also registered on the 'Mind the Gap' Register.
CAPITAL BOND ISSUANCE
This year, the Board approved the issuance of a $250m capital bond to
assist in financing the acquisition of Trustpower’s retail business, and
for general corporate purposes. The bond issue was fully subscribed,
and the strong response from the market demonstrates continued
confidence in Mercury’s business performance and long term outlook.
DIVIDEND REINVESTMENT PLAN
The Board supported Mercury’s first Dividend Reinvestment Plan for
the FY22 Interim Dividend, providing shareholders the opportunity
to reinvest the net proceeds of the Interim Dividend in additional
shares. The Board approved this Plan, which was fully underwritten
and funded from existing treasury stock, allowing Mercury to
free up capital to fund existing corporate expenditure and future
development projects.
ANNUAL SHAREHOLDERS' MEETING
I look forward to engaging with our shareholders at our upcoming
ASM. This year, we will finally be able to hold our first ASM in a hybrid
format - with shareholders being able to join in person or remotely
via video link. Mercury is aligned with the New Zealand Shareholders'
Association’s principles of maximising meaningful shareholder
participation and quality engagement, and I look forward to seeing you
there.
The gender pay gap and the ethnicity pay gap reinforce the need for
greater diversity at senior levels in the organisation, which is one of the
primary objectives of our diversity strategy.
PRUE FLACKS
CHAIR
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
YOUR BOARD OF DIRECTORS.
PRUE FLACKS // CHAIR
DENNIS BARNES // DIRECTOR
HANNAH HAMLING // DIRECTOR
ANDY LARK // DIRECTOR
First Appointed // 1 May 2010
First Appointed // 1 September 2021
First Appointed // 1 February 2020
First Appointed // 10 July 2014
JAMES MILLER // DIRECTOR
First Appointed // 2 May 2012
Last Elected // 28 September 2021
Last Elected // 23 September 2021
Last Elected // 24 September 2020
Last Elected // 24 September 2020
Last Elected // 27 September 2019
Appointed Chair of the Board in
September 2019
Key Skills*: Governance; commercial
experience; stakeholder relationships;
people leadership.
Prue was appointed a Director of Mercury
in May 2010 and Chair of the Board in
September 2019. Prue is a professional
director with experience across a range of
industries. She was formerly a commercial
lawyer and a partner in the national law
firm Russell McVeagh for 20 years. Her
expertise included corporate and regulatory
matters, corporate finance, capital
markets and business restructuring. Prue
is a chartered member of the Institute of
Directors, and was formerly a director of
Chorus Limited, Bank of New Zealand and
chair of Queenstown Airport Corporation.
Prue is the Chair of our Nominations
Committee, and a member of our People
and Performance Committee and Risk
Assurance & Audit Committee by virtue of
her position as Board Chair.
Key Skills*: Energy industry; people
leadership; major project investment.
Dennis was appointed to the Board with
effect from 1 September 2021. He was most
recently Chief Executive of Contact Energy,
a nine year role during which he led Contact
Energy’s investment in renewable energy and
flexible generation (including construction
of the Te Mihi geothermal power station,
the development of the Tauhara field and
the introduction in 2011 of the Ahuroa gas
storage facility and Stratford peaking plant).
Prior to Contact, Dennis held several senior
roles at Origin Energy, and guided Origin’s
significant and expanding operations in
wholesale markets building on the experience
in international energy markets he gained
from commercial roles at Scottish Power and
Scottish and Southern Energy. Dennis holds
a BSc(Hons), GradDip (Marketing) and MBA.
Dennis is a member of our Risk Assurance &
Audit Committee.
Key Skills*: Natural resource management
(including water and climate change);
health & safety; risk management.
Hannah Hamling joined the Mercury Board
in February 2020. She is an environmental
scientist with a particular interest in
sustainable development and resilience.
Until January 2020, she was President of the
Asia Pacific Region and Global Sustainable
Development Leader for Golder, a Canadian
global ground engineering and environmental
science company. Prior to joining Golder,
Hannah was Managing Director of New
Zealand environmental consultancy firm
Kingett Mitchell. Hannah has extensive
background in consulting, management
and board roles across various sectors
including electricity, construction and water
management. Hannah is a member of our
Risk Assurance & Audit Committee.
Key Skills*: Digitisation, disruption and
innovation; broad experience in customer
facing businesses.
Andy Lark joined the Mercury Board
in July 2014. He has a background in
entrepreneurship, marketing and digital
technologies. Andy is currently the
Chair of Group Lark, an accelerant for
brand and digital transformations, and
Chief Marketing and Strategy Officer for
Dubber, a provider of cloud-based call
recording and voice AI. Prior roles include
Chief Marketing & Online Officer for the
Commonwealth Bank of Australia, Chief
Marketing Officer for Dell’s Large Enterprise
& Public Group, Chief Marketing and Digital
Officer for Foxtel, and Chief Business
Officer for Xero. Andy is a member of our
People & Performance Committee.
Andy will retire from the Board on
22 September 2022 after over 8 years'
service.
Key Skills*: M&A and capital structure;
investment analysis; audit and risk
management; energy industry.
James Miller was appointed a director of
Mercury in May 2012. He is Chair of NZX
and a director of The New Zealand Refining
Company. James was recently appointed as
a director of Vista Group International, with
effect from 31 August 2021. He has specialist
expertise in utility economics and 15 years’
experience in capital markets. James’ prior
roles included director and Head of NZ
Wholesale Equities with Craigs Investment
Partners, and Head of Equities and Head of
Research at ABN AMRO. James is a Fellow
of the Institute of Finance Professionals
and the New Zealand Institute of Chartered
Accountants. James is the Chair of our
Risk Assurance & Audit Committee, and a
member of our Nominations Committee.
*Key Skills are defined as the particular skills each director brings to the Mercury Board,
and what we would need to consider replacing when that director retires.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
SCOTT ST JOHN // DIRECTOR
PATRICK STRANGE // DIRECTOR
MIKE TAITOKO // DIRECTOR
LORRAINE WITTEN // DIRECTOR1
KIM GORDON // FUTURE DIRECTOR
First Appointed // 1 September 2017
First Appointed // 1 February 2014
First Appointed // 28 August 2015
Last Elected // 24 September 2020
Last Elected // 24 September 2020
Last Elected // 23 September 2021
Key Skills*: M&A and capital structure;
stakeholder relationships; commercial
experience; people leadership.
Scott St John joined the Mercury Board
in September 2017. He has an extensive
background in investment advisory and
capital markets. Scott is Chair of Fisher
& Paykel Healthcare Corporation and a
director of Fonterra Cooperative Group,
ANZ New Zealand, and Next Foundation.
He was formerly a member of the Capital
Markets Development Taskforce and the
Financial Markets Authority Establishment
Board, and was Chancellor of the University
of Auckland. He was the Chief Executive of
First NZ Capital from 2002 to 2017. Scott
is the Chair of our People & Performance
Committee.
Key Skills*: Energy industry; major project
investment; health and safety.
Patrick Strange joined the Mercury Board in
February 2014. He was previously a director
of our company in 2006-2007 before
being appointed Chief Executive of New
Zealand’s transmission owner and operator,
Transpower New Zealand Limited, a position
he held for more than six years. Patrick
currently chairs Chorus and Auckland
International Airport and was previously
a Director of NZX Limited and Essential
Energy, Australia. Patrick is a member of
our Risk Assurance & Audit Committee and
Nominations Committee.
Key Skills*: Iwi and other stakeholder
relationships; natural resource
management (including water and
climate change); digitisation.
Mike Taitoko was appointed to the
Board in August 2015. He is a leading
advisor on Māori economic development
and has well-established networks in
Māoridom. Mike has strong commercial
skills in the application of digital
technologies and is the co-founder and
CEO of Takiwa Limited, a technology
company commercialising cloud-based
geospatial analytics services. He was
formerly a Director of Auckland Tourism
Events and Economic Development
(ATEED). Mike is a member of our People
& Performance Committee.
* Key Skills are defined as the particular skills each director brings to the Mercury Board,
and what we would need to consider replacing when that director retires.
First Appointed // With effect from
1 September 2022
Key Skills*: Governance; commercial
experience; audit and risk management;
innovation.
Lorraine is an experienced director
and business leader with an extensive
background in the telco, technology and
ICT sectors. Lorraine currently chairs MOVe
Logistics Group and Rakon, and is an
independent director of Pushpay Holdings.
Lorraine has energy sector experience,
having been a director of Horizon Energy
Group.
Lorraine’s previous appointments include
as an Advisory Board Member and Audit
Committee Chair of the Department of
Corrections, Board member WREDA, and
director and chair of Kordia Group for
several years.
1.
Lorraine was not a director during the reporting period.
Lorraine joins the Board on 1 September 2022 and will
stand for election at the 2022 ASM in September.
First Appointed // 1 May 2021
Key Skills*: Digitisation; experience in
customer businesses.
Kim is a partner at MinterEllison,
specialising in technology consulting.
She has a wide range of experience with
public and private organisations, across
legal, energy and finance sectors, and an
extensive background in technology and
technology-centric transformation. As a
Future Director, Kim is invited to attend
Mercury Board meetings and Committee
meetings, although she does not participate
in decision making.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
CORPORATE GOVERNANCE FRAMEWORK.
This corporate governance statement (comprising pages 83 to 99 of this
report) has been prepared in accordance with NZX Listing Rule 3.8.1(a) and
was approved by the Board of Mercury NZ Limited on 15 August 2022. The
information contained in this corporate governance statement is current as
at that date. Some information in the corporate governance statement is
expressed to be current at another date, for example the FY22 balance date
of 30 June 2022.
At Mercury, we are committed to the highest standards of corporate
governance. Our corporate governance framework includes robust policies
and processes which are fundamental to all of Mercury’s foundational pillars.
At the heart of this framework is our commitment to protect and enhance the
interests of our owners through the highest standards of governance, business
behaviour and transparency.
Our corporate governance framework underpins the maintenance of strong
relationships with our stakeholders and our ability to create long-term value.
It also ensures Board accountability to our shareholders and provides for an
appropriate delegation of responsibilities to our people.
The Board regularly reviews our corporate governance policies and practices to
ensure compliance with NZX and ASX standards (Mercury is an ASX Foreign
Exempt Listed company) as well as reflecting positive contemporary corporate
governance trends in New Zealand and Australia.
Over the reporting period, our corporate governance practices were in
substantial compliance with the NZX Corporate Governance Code. The only
exceptions relate to Recommendation 3.3 (Remuneration Committee), where
the governance of remuneration at Mercury is split between the People and
Performance Committee for executive and general remuneration, and the
Nominations Committee for director remuneration (this exception is fully
explained later in this statement); and Recommendation 8.5 (Notice of
Meeting), where our 2021 Notice of Meeting was posted on our website later
than anticipated in order to allow time to consult with stakeholders on the
subject matter of the Notice of Meeting.
While not required due to our ASX foreign-exempt listing status, we also
endeavour to comply with ASX Corporate Governance Principles and
Recommendations (fourth edition).
We consider that governance at Mercury generally aligns with the BlackRock
Investment Stewardship Global Principles published in January 2022 and
we disclose against the framework set out by the Financial Stability Board
Taskforce on Climate Related Financial Disclosures (see the TCFD Report). We
consider our practices and procedures substantially reflect the guidelines and
principles from the International Corporate Governance Network (ICGN) Global
Governance Principles and the Organisation for Economic Cooperation and
Development (OECD).
Shareholders
MERCURY BOARD
Risk Assurance and
Audit Committee
People and Performance
Committee
Nominations
Committee
Chief Executive
Executive Management Team
MERCURY PEOPLE
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8
MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
MERCURY’S BOARD.
BOARD COMPOSITION &
CHARACTERISTICS
The Board
The Board comprises eight directors: Prue Flacks
(Chair), Dennis Barnes, Hannah Hamling, Andy
Lark, James Miller, Scott St John, Patrick Strange
and Mike Taitoko. Kim Gordon is Mercury’s current
Future Director. Lorraine Witten will be joining the
Board as a director from 1 September 2022. Andy
Lark steps down from the Board on 22 September
2022 after 8 years' service. A brief profile of each
director is available here.
Chair
Prue Flacks is the Chair of the Board. First
appointed as a director in 2010, she was
appointed as Chair in 2019. Prue is an
independent, non-executive director. The Chair’s
overarching responsibilities are to provide
leadership to the Board and to ensure the Board
is well informed and effective. More information
about the role of the Chair is contained in the
Mercury Board Charter (found on the Corporate
Governance section of our website).
Future Director
The Institute of Directors’ Future Directors
Programme provides people with governance
potential and ambition with mentorship and
the opportunity to participate on a board. It
aims to increase the next generation of board-
ready directors in New Zealand. The Mercury
Board is a supporter and active participant in
the programme, with Kim Gordon (the current
Future Director) the fourth such appointee to the
Mercury Board.
Future Directors are invited to attend Mercury
Board meetings and Committee meetings,
although they do not participate in decision
making.
Structure
The Board is structured to ensure that as a
collective group it has the skills, experience,
knowledge, diversity and perspective to fulfil
its purpose and responsibilities. The Board’s
responsibilities are set out in Mercury’s Board
Charter.
INDEPENDENCE & CONFLICTS
All of Mercury’s directors are considered by
the Board to be “independent” directors, in
that they are non-executive directors who are
not substantial shareholders and who are free
of any interest, business or other relationship
that would materially interfere with, or could
reasonably be seen to materially interfere with,
the independent exercise of their judgement. No
director has been employed or retained, within the
last three years, to provide material professional
services to Mercury. Within the last 12 months, no
director was a partner, director, senior executive
or material shareholder of a firm that provided
material professional services to Mercury or any of
its subsidiaries. No director has been, within the
last three years, a material supplier to Mercury or
has any other material contractual relationship
with Mercury or another group member other
than as a director of Mercury. No director receives
performance-based remuneration from, or
participates in, an employee incentive share
scheme of Mercury. No director controls, or is
an executive or other representative of an entity
which controls, 5% or more of Mercury’s voting
securities. The Chief Executive is not a director of
Mercury.
RESPONSIBILITIES
The Board is responsible for Mercury’s strategic direction and operation and has delegated certain responsibilities to the Chief Executive
and the Executive Management Team (EMT). Our Board is committed to the highest standards of governance, corporate behaviour and
accountability, and creating long-term value for investors.
The Board’s responsibilities are set out in the Board Charter, which is
reviewed at least every two years, and include:
Strategy and Planning
• establishing clear strategic goals with
appropriate supporting business plans
and resources
Environmental and Health
& Safety
Financial Performance and
Integrity
Executive Authority
• monitoring strategy implementation
• ensuring Mercury’s environmental and
health and safety culture and practices
comply with all legal requirements,
reflect best practice in New Zealand and
are recognised by employees and other
stakeholders as key priorities
• monitoring financial performance and
the integrity of reporting
• setting delegated authority levels for the
Chief Executive and EMT
Risk and Audit
• ensuring that effective audit, risk
management and compliance systems
are in place and monitored to protect
Mercury’s assets and to minimise the
possibility of Mercury operating beyond
legal or regulatory requirements or
beyond acceptable risk parameters as
determined by the Board
Ethics and Corporate
Behaviour
• ensuring Mercury adheres to high
standards of corporate behaviour,
responsibility and ethics
The Chief Executive and EMT are responsible for:
• developing and making recommendations to
the Board on Mercury strategies and associated
initiatives
• managing and implementing strategies approved
by the Board
• formulating and implementing policies and
reporting procedures for management
• decision making compatible with Mercury’s
Delegations Policy
• managing business risk
• the day-to-day management of Mercury
The Chief Executive and EMT have appropriate
employment agreements setting out their roles and
conditions of employment.
Chief Executive and EMT performance are reviewed
regularly against objectives and measures set by the
Board in annual performance scorecards. The Chief
Executive’s and each EMT member’s performance
were evaluated during the reporting period on
this basis. Further details are contained in the
Remuneration Report.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
SELECTION, NOMINATION
& APPOINTMENT
All directors are elected by Mercury’s shareholders (other than directors
appointed by the Board to fill casual vacancies, who must retire and stand
for election at the next meeting of shareholders) with rotation and retirement
determined in line with the NZX Listing Rules. The Board is responsible for
considering and appointing directors to the Board after candidates have been
identified by the Nominations Committee (see Board Committees).
The Board and Nominations Committee carry out appropriate due diligence
before appointing a director or nominating a candidate for election as a
director in accordance with our governance processes.
Mercury has a written agreement with each director set out in a letter of
appointment containing the terms and conditions of their appointment.
A copy of the standard form of this letter is available in the Corporate
Governance section of our website. In addition, Mercury also enters into deeds
of indemnity and insurance with each director, in terms of which Mercury
indemnifies and provides insurance to, directors in accordance with the
Companies Act 1993.
INDUCTION & DEVELOPMENT
All new directors participate in a comprehensive induction programme to
familiarise them with Mercury’s business and the electricity industry.
The Board receives regular briefings on Mercury’s business operations from
senior managers. Regular Board strategy days are held to consider matters of
strategic importance to Mercury, and Board and management run scenario
thinking sessions for key issues. Visits to Mercury’s facilities keep the Board
informed of Mercury’s assets and operations and in particular with respect to
health and safety and wellness matters.
The Board effectiveness enhancement programme, introduced during
FY21, continued during this reporting period. The programme involves both
deep-dives into aspects of Mercury’s business, and sessions focusing on the
broader environment including future trends and innovation. Directors are also
encouraged and supported to continue their own professional development
through individual learning opportunities.
It is essential to Mercury that directors commit sufficient time to prepare and
perform their duties properly and effectively. The Board has considered this
issue during the reporting period and is satisfied that, taking into account
all of their commitments, each director had sufficient time to perform their
duties for Mercury.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
BOARD SKILLS MATRIX
In order to enable Mercury to achieve its strategic
goals, the Board strives to include an effective
combination and diversity of skills, backgrounds and
experiences of the individual directors. The Board also
focuses on ensuring that its culture reflects Mercury’s
values, to foster alignment with the wider business.
Through the Nominations Committee, the Board
assesses its skills and competencies in the context of
key outputs required, including:
• setting risk parameters for both value creation and
value protection
• cultural leadership to reflect our values,
environmental kaitiakitanga and social licence to
operate
• strategy development in an environment of
disruption, requiring the courage to challenge,
resilience and agility to respond
During the reporting period, the Nominations
Committee has considered and reviewed the skills
of the Board and updated the Board skills matrix.
Recognising that how well the Board performs is a
function of the skills and experience of individual
directors and how the directors work together as a
whole, it is considered that addressing the level of
skills and experience collectively is a better indicator of
Board capability overall.
Although the Board fosters collaborative and open
discussion and each director is expected to contribute
broadly, the key skills which individual directors
contribute to the Mercury Board are indicated in the
Director Profiles. The purpose of identifying key skills
at an individual level is to signal the skills which would
need to be considered when a director retires. This is
important for succession planning purposes.
Skill & Experience Category
Combined Board
Skill & Experience Category
Combined Board
Skill & Experience Category
Combined Board
Strategy & risk settings
Stakeholders
Governance & risk management
Significant commercial
experience across
different industries and
economic cycles
Customer relationships,
including vulnerable customers
Governance experience,
including listed companies
Major project investment
and experience
Government relationships
Finance/accounting/audit
committee experience
M&A and capital
structure experience
Shareholder/investment
community relationships
Risk management process and
experience, including cyber
security and climate related
Digitisation, disruption and
innovation in energy and
other sectors
Climate Change and natural
resource management
(including water)
Retail
Understanding key drivers of
value in a customer facing
business, through governance
or operational experience
Iwi relationships/
connectivity
Energy industry
Energy industry
experience
Wholesale markets
trading (energy and/or
other commodities)
People leadership
Health and safety
experience
Large organisation
leadership experience
KEY
Substantial
Medium
Some
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
REVIEWING PERFORMANCE
The performance of the directors (individually and collectively), and the
effectiveness of Board processes and committees, are regularly evaluated
using a variety of techniques including external consultants, questionnaires
and Board discussion. A performance review by an external facilitator was
carried out during the reporting period. A performance review led by the Chair
will be carried out during the calendar year 2022.
TENURE
Mercury notifies shareholders of their right to nominate a candidate for
election as a director by notice on the NZX and ASX. Where any director
election or re-election is to occur at a shareholder meeting, the Notice of
Meeting includes all information on candidates for director election or re-
election that the Board considers may be useful to shareholders. Directors
must retire every three years and, if desired, seek re-election. The Mercury
Board takes director tenure into account in considering the independence of
directors.
Director
Originally Appointed
Last Reappointed/
Elected
Prue Flacks (Chair)
1 May 2010
23 September 2021
Dennis Barnes
1 September 2021
23 September 2021
Hannah Hamling
1 February 2020
24 September 2020
Andy Lark
10 July 2014
24 September 2020
James Miller
2 May 2012
27 September 2019
Scott St John
1 September 2017
24 September 2020
Patrick Strange
4 February 2014
24 September 2020
Mike Taitoko
28 August 2015
23 September 2021
James Miller, having served for three years since his last re-election, will retire
at the September 2022 ASM and stand for re-election in accordance with the
NZX Listing Rules.
BOARD COMMITTEES
The Board has three standing committees: the Risk and
Assurance & Audit Committee (RAAC), the People and
Performance Committee and the Nominations Committee. Each
Committee focuses on specific areas of governance. Together,
they strengthen the Board’s oversight of Mercury. Committee
meetings are scheduled to coordinate with the Board meeting
cycle. Each Committee reports to the Board at the subsequent
Board meeting and makes recommendations to the Board for
consideration as appropriate.
As an exception to the NZX Corporate Governance Code, Mercury
does not comply with Recommendation 3.3 because it does not
have a separate remuneration committee. This exception has
been approved by the Board. The functions that would ordinarily
be allocated to a remuneration committee are shared between
the People and Performance Committee in respect of the Chief
Executive and the EMT, and the Nominations Committee in
respect of the directors.
An overview of the role and responsibilities, membership and
meetings of the Board’s three standing Committees during the
reporting period is provided in the table on the next page.
6+ YEARS
3-6 YEARS
0-3 YEARS
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
People & Performance Committee
Risk Assurance & Audit Committee
Nominations Committee
Roles and
responsibilities
Assisting the Board to fulfil its People and Performance
responsibilities relating to:
• Mercury’s People and Performance strategy and plan
• review of inclusion and diversity objectives and
progress against objectives
• the remuneration and performance of the Chief
Executive and EMT
• People and Performance policies and practices
Monitoring and providing guidance to management on
People and Performance related matters.
Overseeing, reviewing and advising the Board on Mercury’s:
• risk management policy and processes (which include oversight
of Health & Safety assurance and climate-related risks and
opportunities)
• internal control mechanisms and internal and external audit
functions
• compliance with policies and processes
• financial information prepared by management for publication
Management retains responsibility for the implementation and
operation of adequate risk assurance, internal control and audit
systems. The Board has delegated to the RAAC the authority to oversee
and monitor these activities.
Membership
At least three directors, the majority of whom must be
independent.
At least three directors, each of whom must be independent non-
executives.
Members as at 30 June 2022:
Members as at 30 June 2022:
• Scott St John (Chair)
• Andy Lark
• Mike Taitoko
Prue Flacks is also a member by virtue of her position as
Board Chair.
• James Miller (Chair)
• Hannah Hamling
• Patrick Strange
• Dennis Barnes
Prue Flacks is also a member by virtue of her position as Board Chair.
The Board Chair is not eligible to Chair the Committee.
At least one member must have an accounting or financial background
as that term is described in the NZX Listing Rules.
Providing assurance that the Board has the skills, experience, knowledge, diversity of thought and
perspective to comply with the law, high standards of governance and achieve Mercury’s strategic
objectives.
In particular:
• identifying, for the Board to consider, people with the necessary expertise, experience, diversity
and perspectives for selection as potential directors to be nominated for election at the next
annual shareholder meeting or to fill a casual vacancy on the Board
• ensuring that succession plans are in place for the continued effective composition and
expertise of the Board
• reviewing director nominations from shareholders
• ensuring that appropriate checks are undertaken before recommending individuals be
appointed
• developing and maintaining a record and assessment of the skills, experience and knowledge
of directors
• recommending to the Board an annual evaluation process of the Board and its committees
• developing, maintaining and recording an assessment of the skills, experience and knowledge
of directors
• recommending to the Board any proposal relating to director remuneration to be put to
shareholders
• recommending induction and continuing education for directors
At least three directors, the majority of whom must be independent.
Members as at 30 June 2022:
• Prue Flacks (Chair)
• James Miller
• Patrick Strange
Meetings
At least three times annually.
At least three times annually.
At least annually.
During the reporting period, the Committee met four times.
During the reporting period, the Committee met five times.
During the reporting period, the Committee met twice.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
ADDITIONAL COMMITTEES
Mercury assesses on a regular basis whether additional standing or ad hoc
committees are required. Additional temporary committees are established
from time to time, including as required to provide governance oversight on
short-term projects. As at the date of this statement, Mercury has considered
that no other standing committees are required.
DIRECTORS’ MERCURY SHAREHOLDINGS
The Board encourages the alignment of directors’ interests with those of
shareholders and with Mercury’s strategic aims. To improve this alignment,
the Board encourages directors to accumulate meaningful shareholdings in
Mercury. Further details of directors' shareholdings in Mercury are set out in
Directors' Disclosures.
COMMITTEE CHARTERS
Each standing Committee operates in accordance with a written Charter
approved by the Board and reviewed as required and at least every two years.
The Committee Charters are available in the Corporate Governance section of
our website.
ACCESS TO ADVICE & COMPANY SECRETARY
Directors may access such information and seek such independent advice
as they consider necessary or desirable, individually or collectively, to fulfil
their responsibilities and permit independent judgement in decision making.
They are entitled to have access to internal and external auditors without
management present and, with the Chair’s consent, seek independent
professional advice at Mercury’s expense.
All directors have access to the advice and services of the Company Secretary
for the purposes of the Board’s affairs. The Company Secretary is appointed
on the recommendation of the Chief Executive and must be approved by
the Board. The Company Secretary is accountable to the Board, through the
Chair, on all governance matters. As at the date of this Corporate Governance
Statement, Howard Thomas is the Company Secretary.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
ASSURANCE & MANAGING RISK.
AUDIT PLAN & ROLE OF AUDITOR
As a public entity under the Public Audit Act
2001, Mercury and each of our subsidiaries
(together, the ‘Group’) have the Auditor-General
as our independent auditor. The Auditor-General
appointed Lloyd Bunyan of Ernst & Young to
carry out the FY22 audit on his behalf. The NZX
Listing Rules require rotation of the key audit
partner at least every five years. The provision
of external audit services is guided by the Audit
Independence Policy available on the Corporate
Governance section of our website. Consistent
with the Stakeholder Engagement Policy, the
external auditor attends the Annual Shareholders’
Meeting and is available to shareholders to answer
questions relevant to the audit.
INTERNAL AUDIT
& RISK ASSURANCE
Mercury has a comprehensive internal audit plan
and risk assurance plan, which take a holistic view
of Mercury’s culture, practices and procedures
and include periodic reviews of relevant areas of
Mercury’s operations. The internal audit plan is
designed and approved by the RAAC each year
in consultation with the Risk Assurance Officer
and the Internal Auditor (currently made up of an
internal team, Deloitte and other internal audit and
process specialists appointed on an outsourced
basis) who report on progress and the results of
internal audit reviews at each RAAC meeting. The
Internal Auditor has access to management and
the right to seek information and explanations.
The RAAC meets with the Internal Auditor at least
once each year without management present.
During FY22, the focus of the RAAC was
compliance (regulatory), financial (growth and
climate) and people, which were trending or
elevated risks for the Group.
TIMELY & BALANCED
DISCLOSURE
Shareholders & Markets
Mercury is committed to maintaining a
fully informed market through effective
communication with the NZX and ASX, our
shareholders and investors, analysts, media and
other interested parties. Mercury provides all
stakeholders with equal and timely access to
material information that is accurate, balanced,
meaningful and consistent. Where Mercury
provides a new and substantive investor or analyst
presentation, it ensures the presentation materials
are released to the NZX and ASX ahead of the
presentation.
The Market Disclosure Policy is designed to
ensure this occurs in compliance with Mercury’s
continuous disclosure obligations under the
NZX Listing Rules. The Policy is available in the
Corporate Governance section of our website.
The Board has appointed the Company Secretary
as the Disclosure Officer who is responsible
for administering the Policy. The Disclosure
Committee (made up of the Board Chair, RAAC
Chair, Chief Executive, Chief Financial Officer and
Disclosure Officer) is responsible for ensuring that
Mercury complies with its disclosure obligations.
A letter of representation confirming those
matters was received by the Board with respect to
the Group’s FY22 financial statements.
The Chief Executive and EMT are responsible for
providing the Disclosure Officer with all material
information relating to their areas of responsibility.
Information which, in the opinion of the Disclosure
Officer, may require disclosure is provided to the
Disclosure Committee for decision.
Disclosures relating to the annual and interim
financial statements must be reviewed by the
RAAC before being approved by the Board. Once
approved for disclosure, the Disclosure Officer is
responsible for releasing material information to
the market.
Directors consider at each Board meeting whether
there is any material information which should be
disclosed to the market.
Integrity of Reporting
The Chief Executive and the Chief Financial Officer
are required each half year and full year to provide
a letter of representation to the Board confirming
that the financial statements have been prepared
in accordance with legal requirements, comply
with generally accepted accounting practice,
and present fairly, in all material respects, the
financial position of Mercury and the results of its
operations and its cash flows.
We report on non-financial information in our
Annual Report. Material environmental, social and
governance matters are covered in the report,
corporate governance statement and the TCFD
Report. To provide this information in a format
accessible to our stakeholders we use both the
Global Reporting Initiative (GRI) standards and the
International Integrated Reporting Council (IIRC)
Integrated Reporting framework. We do
not currently have a policy on assurance of non-
financial data.
OUR KEY RISKS
Climate Change Risks
For details of our key climate-related risks and
how we are managing them – please see our
TCFD Report.
Safety Risks
and medically dependent customer management.
A key risk for Mercury is that an incident occurs
causing a fatality or serious injury to our staff, a
contractor, a customer or the public.
Compliance Risks
Legislative & regulatory changes
Regulatory changes imposed on the current
wholesale and retail market structure and pricing
regimes may affect how Mercury is managing
its integrated business model of generating and
retailing electricity and could adversely impact
on Mercury’s ability to create value. Legislative or
regulatory changes, including Treaty of Waitangi
claims, changes to consent conditions, or levies on
the use of natural resources, may result in Mercury
facing direct or indirect restrictions, conditions or
additional costs on Mercury’s access to freshwater
or geothermal resources and its hydro, wind and
geothermal generation activities.
Operational Risks
Fuel security & supply
Mercury undertakes activities that potentially
involve significant safety risks including electrified
assets, handling of iso-pentane, steam field
operations, well drilling, operating large generation
equipment, dam safety, power station construction
Mercury’s generation depends upon the availability
of water for hydro generation, wind for wind
generation, and geothermal fluid for geothermal
generation. The principal risks include the inability
to generate expected levels of electricity due to
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
either temporarily or permanently reduced fuel
supplies, loss of access to supply, or increased
costs to secure the necessary fuel, all of which
may adversely affect Mercury’s earnings.
Electricity market exposure
In the short run, our ability to manage our
electricity portfolio risk depends upon its ability
to purchase and sell electricity in the wholesale
electricity market which could be impacted by:
• short-term changes in supply and demand
• national fuel availability based on hydrological
and thermal conditions (including extended
national drought)
• competitor behaviour
• significant reduction or ceasing of electricity
consumption (for example the New Zealand
Aluminium Smelter or other large industrial
companies)
• constrained transmission and distribution of
electricity
In the long run, wholesale prices are determined
by the level of national demand relative to supply
from power generation and can be affected by
levels of activity in the industrial sector, population
size, economic conditions, competitor behaviour,
generation build or retirement, technological
changes or new sources of energy, and regulatory
changes.
We could also be adversely affected if a
large group of customers, one or more major
customers, or a New Zealand market participant
were to default on payment for electricity provided
or for hedge settlements.
Power station availability
Our ability to generate electricity depends upon
the continued efficient operation of our power
stations. The viability, efficiency or operability of
our power stations could be adversely affected by
a range of factors including:
• material failure of turbines, transformers, or
geothermal wells that results in unplanned
power station outages which require
replacement or repair
• events, such as a global pandemic, impacting
on key people required to operate stations,
provide hydro control or trading oversight
• catastrophic events such as a major
earthquake, volcanic eruption, or other natural
catastrophes that could cause failure of one or
more of our power stations
Information security
We depend on several key systems for our
continued operations. There is a risk that the
security of critical systems will be compromised
and/or information accessed, deleted or corrupted,
impacting on our ability to operate critical
systems. Such an event could result in costs to
resolve or repair; potential downtime of operations;
potential breaches of our customers’ privacy,
including unauthorised access to their personal
information; and reputational impacts from any
loss of service, or resulting impacts on safety, our
environment or community.
Financial Risks
Insurance
Mercury is insured through a comprehensive
programme including cover for generation
property, plant and equipment and business
interruption with a combined limit of $1 billion.
Some catastrophic events are uninsurable, or
we have chosen not to insure against them as
the cost of cover is prohibitive. In the event of a
severe catastrophic event, it is possible that the
insurance portfolio will not provide sufficient cover,
impacting future operational performance and the
financial condition of Mercury. We estimate that
the maximum foreseeable loss to which the Group
could potentially be exposed is approximately $9
billion with an assessed likelihood of occurrence
of 1 in 100,000 years. We review the level and
nature of our insurance cover annually. From
1 November 2020, following a third-party risk
tolerance analysis which considered several key
financial metrics specific to Mercury, the decision
was made to retain additional financial risk in the
event of an insurable loss to our generation assets.
Side C cover, which insures the company against
liabilities arising out of securities market conduct
breaches, was also removed from our directors’
and officers’ insurance policy.
Growth & Development
Reputational Risks
Growth and development projects are subject to
risks that may affect expected financial returns or
outcomes:
• major generation development projects
during construction give rise to risks including
cost over-runs, commissioning delays,
environmental impacts and employee/
contractor safety
• political and regulatory uncertainty and
poor economic conditions may limit our
development choices or adversely affect the
viability or costs of future developments.
Other
A deterioration of our financial condition or
instability in capital markets could increase our
cost of capital, affect our ability to raise debt, or
reduce our cash liquidity thereby impacting our
financial performance and pursuit of our strategic
objectives.
The Crown’s shareholding and the provisions of
the Public Finance Act may limit our ability to raise
equity capital.
There is a risk that foreign currency or interest
rate movements may impact our earnings by
increasing the cost for imported goods and
services and the cost of debt.
Our reputation with investors, stakeholders and the
broader community is one of our most significant
assets. In addition to the risks mentioned
elsewhere in this statement, the following events
could threaten that reputation and could lead to
negative publicity resulting in the loss of business
revenues or reduction in Mercury’s value:
• errors in customer connections, billing or
general customer communications
• errors by directors, management, contractors or
related industry operators negatively reflecting
on Mercury
• adverse environmental impact caused by, or
perceived to be caused by, Mercury’s operations
• health and safety incidents under the
operational control of Mercury
• a reduction in standards of how we treat the
communities that we operate in
Other Material Risks
Other material business risks that could impact
on the short-, medium- or long-term financial
performance of Mercury (including material
exposure to economic, environmental or social
sustainability risks) include: political, regulatory,
foreign exchange, accounting and other
international jurisdiction risks; and catastrophic
events (including dam failure causing inundation
and significant reinstatement time).
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
RISK MANAGEMENT FRAMEWORK
& RAAC RESPONSIBILITIES
Risk management is an integral part of our business.
We have an overarching Risk Management Policy in
place (available in the Corporate Governance section of
our website) supported by a suite of risk management
policies appropriate for our business, including Risk
Appetite Statement, the Mercury Code, an Energy
Markets Risk Management Policy, a Treasury Policy and
a Delegations Policy.
The purpose of the Risk Management Policy is
to embed a comprehensive, holistic, Group-wide
capability in risk management which provides a
consistent method of identifying, assessing, controlling,
monitoring and reporting existing and potential risks to
our business and to the achievement of its plans. The
Policy sets out the risk management objectives and
requirements of Mercury within which management is
expected to operate. The Policy applies to all business
activities of the Group including Mercury-controlled
joint ventures and is reviewed annually by the RAAC
and approved by the Board.
The risk management framework supports a
comprehensive approach to risk, encompassing
financial, strategic, environmental, operational,
regulatory, reputational, social and governance risks.
This includes assessing and managing climate-related
risks.
The framework involves actively identifying and
managing risk and taking measures to reduce the
likelihood of risk, contain potential hazards and take
mitigating action to reduce impacts in line with risk
tolerances. This approach is consistent with the
precautionary principle.
We must accept some risks to achieve our strategic
objectives and to deliver shareholder value. These are
embodied in our Risk Appetite Statement which are
set and regularly reviewed by the Board. As part of the
current Risk Appetite Statement, Mercury targets a
long term credit profile of bbb on a stand-alone basis
from S&P Global (or its equivalent).
We have a Risk Assurance Officer who has the
independence to determine the effectiveness of risk
management, assurance and internal audit. The Risk
Assurance Officer has a dual reporting line to the
Chief Financial Officer and the RAAC Chair. The RAAC
tasks the Risk Assurance Officer to ensure healthy and
robust debate and interaction between management,
risk assurance and audit providers.
Our management operates a Risk Management
Committee whose mandate is to promote risk
awareness and appropriate risk management
to all employees and to monitor and review risk
activities as circumstances and our strategic and
operational objectives change. Membership of
the Risk Management Committee is made up of
representatives from the Executive Management
Team and is chaired by the Chief Executive. The Risk
Management Committee meets at least four times
each year.
In addition to these risk management processes
several measures are employed to manage risks,
including employee awareness, incident training,
due diligence, financial risk mitigation tools, active
involvement in the regulatory environment and
established whistle blower policy and procedures.
As noted above, the RAAC is responsible for
overseeing, reviewing and providing advice to the Board
on Mercury’s risk management policies and processes.
The Risk Assurance Officer reports regularly to the
RAAC on the effectiveness of our management of
material business risks. In addition, the RAAC annually
reviews the risk management framework. The last
review of the risk management framework took place
in FY22.
Mercury’s Constitution, and relevant Charters and
Policies are available in the Corporate Governance
section of Mercury’s website.
Oversees the
framework
GOVERNANCE
Monitors
implementation
of framework and
tests controls
Risk Assurance
& Audit
Committee
Risk
Management
Committee
Risk
Assurance
Officer
All Business
Units
Establishes,
communicates and
implements risk
management
BUSINESS
FUNCTIONS
Manages day
to day risks
and controls
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
ENGAGING WITH INVESTORS.
ACTING ETHICALLY & RESPONSIBLY.
OUR INVESTOR RELATIONS
PROGRAMME
We are committed to open and effective communication
with our stakeholders and owners by providing
comprehensive relevant information. Mercury takes the
steps set out in our Stakeholder Engagement Policy to
achieve this.
Mercury communicates with its investors in various ways,
including the Investor section of our website, annual
shareholders’ meetings (ASM) and webcasts, our annual
and interim reports, regular information disclosures, and
analyst and investor briefings and road shows. Mercury
aims to provide clear communication of our strategic
direction, including articulating our strategic priorities and
how these leverage Mercury’s competitive advantages.
We also run a programme to build understanding and
appropriate measurement of Mercury’s performance
among investors and research analysts. That programme
aims to be responsive, clear, timely, consistent, even-
handed and accurate, and is designed to ensure
appropriate access to management and directors.
Summary records of the issues discussed at meetings
with investors and analysts are kept for internal use,
unless a recording or transcript of the presentation is
published on our website.
WEBSITE
Mercury’s website contains a comprehensive set
of investor- related information and data including
stock exchange and media releases, interim and
annual reports, investor presentations and webcasts, and
shareholder meeting materials. Mercury will continue to build
environmental, social and governance (ESG) website content
to meet the increasing demand for transparent disclosures of
its performance across these areas and the management of
long-term risks and opportunities.
Shareholders can direct questions and comments to Mercury
through the website or contact investor@mercury.co.nz.
ANNUAL SHAREHOLDERS’ MEETINGS &
WEBCASTS
ASMs are held in New Zealand at a time and location which
aim to maximise participation by shareholders. Mercury’s
tenth ASM since listing on the NZX Main Board and ASX will
be held in Auckland on 22 September 2022. As at the date
of this statement, preparations are well underway for our ASM
that will be held in a hybrid format (in person and on line) for
the first time. This approach is considered by the New Zealand
Shareholders’ Association as the most effective approach to
enable meaningful shareholder participation.
ELECTRONIC COMMUNICATIONS
We encourage shareholders to provide email addresses to
enable them to receive shareholder materials electronically.
Communicating electronically is faster and more cost-
effective. Most of our shareholders receive information
electronically. However, we understand that this does not
suit everyone and we also provide hard copy reports to
shareholders who wish to receive them
At Mercury, all our people strive to do what’s right. We
have put in place the Mercury Code to ensure that
our people know what the ‘right thing to do’ is. The
Mercury Code documents the behaviours we require to
embed and sustain our culture to successfully deliver
our strategy and achieve our Purpose of inspiring New
Zealanders to enjoy energy in more wonderful ways.
MERCURY ATTITUDE
A Mercury employee is expected to apply the Mercury
Attitude. This attitude shapes our decisions, our actions
and our interactions with each other.
• Commit and Own it
• Share and Connect
• Be Curious and Original
Our Mercury Attitude aligns our direction to achieve our
Purpose.
THE MERCURY CODE & OUR POLICY
FRAMEWORK
The Mercury Code, which was adopted and is regularly
reviewed by our Board, is our version of a code of conduct
and ethics. The Mercury Code underpins everything we
do. It requires all Mercury people, including directors and
employees, to act honestly and with integrity and fairness
at all times, and to strive to foster those standards within
Mercury. The Mercury Code is available in the Corporate
Governance section of our website.
The Mercury Code and the policy framework described
below support our promises to each other and define our
commitment to our customers, our people and community
and our investors.
Directors are required, in the performance of their duties, to
give proper attention to the matters before them and to act in
the best interests of Mercury at all times.
We also want to ensure that we work with suppliers who
share our commitment to acting ethically and doing the right
thing. Our Supplier Code of Conduct describes the way we
work with our suppliers and what we expect in return. The
Supplier Code of Conduct includes our commitments and
our expectations in relation to social responsibility, health and
safety, compliance with all applicable modern slavery laws,
environmental responsibility, and business integrity.
The Supplier Code of Conduct is available in the Corporate
Governance section of our website.
The areas set out in the table on the next page are of
fundamental importance to Mercury to ensure good
governance and responsible business practices are followed.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
Our Governance & Responsible Business Practices
Our Governance & Responsible Business Practices
Conflicts
Bribery
Conflicts of interest must be avoided, except with the prior consent of Mercury. Mercury people are
encouraged to discuss possible conflicts with their manager. Mercury takes practical, preventative action
wherever possible, for example by substituting project managers in circumstances of possible conflict with
contractors and suppliers.
Our directors declare all potential conflicts of interest prior to appointment and if applicable, at each Board
meeting in relation to specific agenda items.
Privacy
The acceptance of bribes, including gifts or personal benefits of material value which could reasonably
be perceived as influencing decisions, is prohibited under the Mercury Code. Under Mercury’s Delegations
Policy, donations to political parties are prohibited.
Use of
Mercury Assets
The Mercury Code places restrictions on the use of corporate information, assets and property. All persons
covered by the Mercury Code are encouraged to report any breach or suspected breach of the Code.
Environmental
Modern Slavery
Whistleblowing
Trading In
Company Securities
We provide a framework for the protection of employees wishing to disclose serious wrongdoing. This is
described in Mercury’s Whistleblowing Policy.
Employees are also encouraged to voice with their manager, the HR team, the General Counsel, other
managers or directors any concern over ethical or irresponsible behaviour, even if not reaching the threshold
of serious wrongdoing.
Mercury’s Trading in Company Securities Policy sets out the rules and restrictions relating to trading in
Mercury securities by directors and employees and contractors, including the prohibition on insider trading.
The Policy is closely monitored by the Company Secretary and is overseen by the RAAC.
The Chief Executive and EMT members are prohibited, by the Trading in Company Securities Policy, from
entering into transactions in associated products which limit the economic risk of participating in unvested
entitlements under Mercury’s Long-Term Incentive Plans.
Market Disclosures
Our Market Disclosure Policy ensures we maintain a fully informed market through communication with the
markets, investors and stakeholders and by giving them equal and timely access to material information.
Integrated
Sustainability
Our Integrated Sustainability Policy sets out the core principles and values that promote ethical and
responsible decision making.
We recognise that our success in creating long-term value for our shareholders (including our operational
and financial results) depends on maintaining confidence in: how the Company acts and conducts its
business; our approach to managing natural resources and meeting environmental standards; our health
and safety culture and practices; the service we provide for our customers; the employment experience we
offer our people; the relationships we have with our business partners and the communities within which we
operate; and broader measures of economic, environmental and social performance.
Under the Policy, we commit to integrating sustainability through principles relating to our five-pillar
strategy: Customer, Partnerships, Kaitiakitanga, People, Commercial.
We are committed to the safeguarding and proper use of personal information. We have a comprehensive
Privacy Policy, which is reviewed every two years, and a robust privacy framework. Privacy is afforded
significant consideration within Mercury and is managed in accordance with our risk management
framework.
Our General Counsel is Mercury’s Privacy Officer and is responsible for implementing our Privacy Policy,
promoting awareness of privacy matters, monitoring matters on a day-to-day basis, and escalating matters
as required to our Chief Executive, with notification to our Risk Management Committee. Privacy issues
are reported to the Risk Management Committee on a quarterly basis. We also have a Group Information
Security Manager who is responsible for ensuring that appropriate systems and processes are in place for
the storage and security of personal information.
Our Environmental Policy recognises that our generation activities rely on access to natural resources that
we know are highly valued by our communities. We strive to maintain this trust by working with partners to
deliver renewable electricity and make a long-term difference New Zealand’s environmental health.
We work responsibly to deliver today and sustainably for future generations and will achieve this by
focussing on: Kaitiakitanga, challenging our performance, promoting awareness, complying with
requirements, and setting objectives and targets.
During the reporting period we prepared and reported our Modern Slavery Statement in line with our
obligations under the Australian Modern Slavery Act 2018.
Our statement outlines the work undertaken during FY21 to assess and address the risk of modern slavery
in our operations and supply chain and identified the following key focus areas for FY22: identifying and
engaging with strategic suppliers on modern slavery risks in supply chains, utilising recently developed
procurement guidelines and commercial procurement plan to encourage and improve consideration of
sustainability and ethical supply, and a continued focus on improving our spend visibility.
TCFD and Carbon
Reporting
Since 2018, Mercury has been developing transparent sustainability reporting in line with the framework set
out by the Financial Stability Board Taskforce on Climate Related Financial Disclosures (TCFD). In this report,
we have disclosed against this framework, including disclosure of Mercury’s actual and potential impacts
of climate-related risks and opportunities on Mercury’s business, strategy and financial planning; and
extensive reporting on Mercury’s carbon position. Refer to the TCFD Report.
Takeover Response
Policy
We have adopted a Takeover Response Policy to guide the Board and management if the Company receives
a takeover notice or the Company becomes aware that a takeover offer in respect of the Company (or an
analogous scheme of arrangement) is, or is likely to be, proposed by another person.
The Mercury Code, Modern Slavery Statement, and all Policies referred to in the table above are available on the Corporate
Governance section of our website.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
DIVERSITY & INCLUSION.
Mercury embraces and celebrates diversity in all its forms.
A key element of the Mercury Attitude is that we encourage
our people to share and connect.
We do everything we can to make Mercury a great
and safe place to work, where all our employees
feel engaged and motivated to live up to their full
potential, and also the full potential of their teams.
Our commitment to diversity and inclusion
starts with our Inclusion and Diversity Policy and
framework. A copy of this policy is available in the
Corporate Governance section of our website.
Mercury’s approach to diversity and inclusion is
aligned to the following principles:
• pursue diversity of our workforce at all levels;
• create a flexible and inclusive work environment
that values difference and enhances business
outcomes;
• harness diversity of thought and capitalise on
individual differences;
• attract and retain a talented workforce through
increasing the diversity of the candidate pool
and maintaining a recruitment strategy that is
attractive to all candidates.
Our diversity and inclusion strategic objectives are
to lift the diversity of our workforce at all levels and
raise awareness of diversity and inclusion across
the organisation to build our inclusive leadership
and culture.
We aim to deliver on these objectives through
activity in five focus areas:
• Targets & Measures: implementing simplified
targets for diversity and communicate and
measure against these in a way that establishes
clear expectations and drives change.
• Employee Network Groups: enable passionate
employees to take ownership of initiatives,
which grow awareness, celebrate uniqueness
and promote inclusiveness.
• Strategic Partnerships: build our external
partnerships and relationships and leverage
opportunities to utilise expertise, bring in
diverse opinions, and align our diversity
initiatives with best practice.
• Capability Building & Awareness: develop
internal capability and increase awareness of
inclusion and diversity across the business to
ensure we have thriving diverse talent and an
inclusive culture.
• Aligned Employment Practices: create and
maintain a working environment which
supports diversity and inclusion in all aspects of
the employee experience.
Our progress against diversity and inclusion goals is
measured against objectives set by the Board. These
objectives are made up of a mixture of targets and
benchmarks. Generally, targets exist where we believe
that achieving diversity in that area is aided by us
working towards a specific measure. In other areas,
we use benchmarks where comparison against those
identified data points will help inform our view of how
our work towards diversity in that area is progressing.
Diversity and Inclusion is also covered in the
People Pillar story, with details of specific initiatives
underway.
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MERCURY ANNUAL REPORT 2022
GOVERNANCE AT MERCURY.
Objectives
Future years - targets
Prior years - actuals and targets
Gender
We have clear and simple targets for gender diversity of 40:40:20 at all levels.
This means we aim for a minimum of 40% female and 40% male, with the balance
being any gender.
Pay Equity
We ensure that everyone is rewarded fairly for their work.
Ethnicity
Aligned to our goal of having clear & simple targets, we have simplified long-term
targets for ethnicity of 15:15:10. This means we aim for a minimum of 15% Māori,
15% Asian and 10% Pasifika at all levels (these are closely aligned to our population
demographics and are minimums).
Employee Group
FY23
FY24
FY25
June 2021
Target
June 2021
Actuals
(Female/Male)
June 2022
Target
June 2022
Actuals
(Female/Male)
All Employees
People Leaders
EMT
Board
Pay Equity
Ethnicity
Māori
Employees
People Leaders
Asian
Employees
People Leaders
Pasifika
Employees
People Leaders
40:40:20
40:40:20
40:40:20
40:40:20
40:40:20
40:40:20
40:40:20
40:40:20
40:40:20
40:40:20
40:40:20
40:40:20
Our target is 100% Pay Equity.
FY23
FY24
FY25
15%
15%
15%
15%
10%
10%
15%
15%
15%
15%
10%
10%
15%
15%
15%
15%
10%
10%
43%
34%
>36%
>36%
100%
June 2021
Target
6%
5%
22%
11%
9%
4%
Benchmark against
national median
age of the labour
force in New Zealand
national labour force
projections
38% / 62%
32% / 68%
43% / 57%
25% / 75%
97.2%
June 2021
Actuals
4%
1%
22%
13%
6%
2%
44, consistent with
national labour force
projections
45%
35%
>40%
>40%
100%
June 2022
Target
7%
6%
23%
13%
10%
5%
Benchmark against
national median
age of the labour
force in New Zealand
National Labour
Force projections
39% / 61%
35% / 65%
44% / 56%
25% / 75%
94.9%
June 2022
Actuals
4%
2%
23%
14%
5%
1%
41.7, consistent with
national labour force
projections
Age
To ensure our business is diverse in a range of ways, we monitor our age profile to check
that we are aligned to the national median.
The median age of the NZ workforce is 41.6 years
(National Labour Force projections, 2020)
The above figures exclude Trustpower employees, except for those figures relating to the EMT.
At 30 June 2022, the proportion of women on the EMT (including the Chief Executive) was 44%, or four out of nine (as at 30 June 2021 this was 43% or three out of seven). The proportion of women on the Board at balance date was 25%, or two out of eight, including the
Chair (as at 30 June 2021 this was 25%, or two out of eight). Our Future Director is a woman. No Directors or EMT self-identify as gender diverse.
In April 2022 we moved our banding framework to Strategic Pay. Following the reevaluation of all roles there have been adjustments to position in ranges impacting gender pay equity. At 30 June 2022, our gender pay equity was 94.9%. Gender pay equity is calculated as the
average position in range (relative to the role's band midpoint) of female fixed remuneration compared with the average position in range of male fixed remuneration. Our gender pay gap which compares the median hourly rate between males and females was 21.7%.
Pay equity by ethnicity compared to "other" ethnicity was Māori 96.1%; Asian 93.9% and Pasifika 90.1%. The ethnicity pay gap which compares the median hourly rate between each ethnicity and "other" ethnicity was Māori 25.7%; Asian 18.6% and 51.6% for Pasifika.
The Board believes that for this reporting period Mercury has made progress towards achieving our inclusiveness and diversity objectives and against our Inclusion and Diversity Policy generally. However, the Board notes that continued focus is required in order for us to
achieve our FY23 diversity targets.
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MERCURY ANNUAL REPORT 2022
REMUNERATION
REPORT.
Dear Shareholder
As Chair of the People and Performance Committee
(PPC) of the Board, it is my pleasure to present our
Remuneration Report for the year ended 30 June
2022.
This report outlines Mercury’s strategy and approach
to remuneration, in particular for its executives. It sets
out remuneration information for the Chief Executive,
Chief Financial Officer and directors.
Mercury’s Board is committed to a remuneration
framework that promotes a high-performance culture
and aligns executive reward to the achievement
of strategies and objectives to create sustainable
value for shareholders. The Board is committed to
demonstrating transparency in its remuneration policy
and practice.
The Board is supported by the PPC for these activities.
The role and membership of the PPC is set out in
Governance at Mercury.
The Board reviewed management performance
against the short-term incentives (STIs) Key
Performance Indicators (KPIs). The Board determined
that stretch targets were met for commercial and
growth KPIs. The Board agreed that the partnership
stretch KPI was not fully met and therefore was
reduced. For the people and sustainability KPIs the
target was met and for the culture KPI the target was
not met as the engagement score fell slightly short of
target and Diversity metrics were not achieved. The
result is that the Company STI was awarded at 79% of
maximum.
In FY22 New Zealand faced some significant
challenges with skill shortages and unprecedented
pressure on salaries. This year we focussed salary
movements for those employees on lower salaries.
Mercury has always paid its permanent employees
above the living wage.
I am impressed with the way the Executive
Management Team (EMT) and our employees
responded to the challenges this year.
SCOTT ST JOHN
CHAIR, PEOPLE & PERFORMANCE COMMITTEE
Executive remuneration
Fixed remuneration
Mercury’s remuneration policy for the EMT is founded
on three guiding principles:
• remuneration is aligned to long-term sustainable
shareholder value
• remuneration for individuals will reflect the level of
performance and delivery of successful outcomes
• simplicity over complexity will be reflected in the
design
Total remuneration is made up of three components:
fixed remuneration, short-term performance incentives
and long-term performance incentives. Short- and
long-term performance incentives are deemed ‘at-risk’
because the outcome is determined by performance
against a combination of predetermined financial and
non-financial objectives.
Mercury’s remuneration philosophy is to pay for
performance and there is an opportunity for
executives to receive, where performance has been
exceptional, a total remuneration package in the upper
quartile for equivalent market-matched roles.
The PPC reviews the annual performance appraisal
outcomes for all members of the EMT and approves
the outcomes for all EMT members other than the
Chief Executive. The Chief Executive’s remuneration
is approved by the Board on the recommendation
of the PPC. The review takes into account external
benchmarking to ensure competitiveness with
comparable market peers, along with consideration
of an individual’s performance, skills, expertise and
experience.
Fixed remuneration consists of base salary and
benefits. Mercury’s policy is to pay fixed remuneration
with reference to the fixed pay market median.
Short-term performance incentives
Short-term incentives (STIs) are at-risk payments
designed to motivate and reward for performance fairly
in that financial year.
The target value of an STI payment is set annually,
usually as a percentage of the executive’s base salary.
For FY22 the relevant target percentage for the Chief
Executive was 50% and up to 40% for other EMT
members.
A proportion (70% for the Chief Executive and 50% for
other EMT members) of the STI is related to a shared set
of Key Performance Indicators (KPIs) based on business
priorities for the next 12 months, with the objective of
aligning the EMT’s focus with the company’s priorities.
For FY22 the share KPIs were aligned under six three
year goals. The FY22 weighting for the commercial
goal was 40% with the other five goals being worth 10
or 15%. The Commercial KPI is normalised for positive
and negative annual variations in hydrology as these are
beyond management’s control. The criteria were selected
to closely to align with Mercury’s strategic objectives,
purpose and goals.
For FY22 there were two performance levels within each
goal: ‘on-target’ and ‘stretch’. The stretch performance
levels allowed employees to be rewarded for exceptional
performance. The maximum amount of an STI payment
for an EMT member for the shared KPIs was 160% of the
STI on-target amount.
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MERCURY ANNUAL REPORT 2022
REMUNERATION REPORT.
The balance of the STI for the Chief Executive is related to
individual performance measures set by the Board. In the case of
other EMT members, the balance is related to business unit and
individual performance measures.
In the event all on-target KPIs are not met on the Scorecard, no
STI payment will be made.
The Board retains discretion to ensure the final outcome of STI
payments fairly reflects performance over the relevant financial
year.
For FY23 we have identified the 12 KPIs that matter most. The
FY23 weighting for the commercial goal remains at 40% with
the other five goals being worth 10 or 15%.
Long-term performance incentives
Long-term performance incentives (LTIs) are at-risk
payments designed to align the reward of executives with the
enhancement of shareholder value over a multi-year period.
Under the LTI plan, grants are made annually with
performance measured over a three-year period. The LTI
plan is a dividend protected share rights plan and executives
are granted a number of share rights determined by dividing
the face value of the grant by the value of one Mercury share
at the date of the grant. At vesting, subject to meeting the
performance hurdles, each share right is converted to one
ordinary share. The executive may also receive additional
shares representing the value of dividends paid over the
vesting period. The executive is liable for tax on the shares
received at this point.
Each grant under the LTI plan has two tranches with different
performance hurdles:
• 50% of the grant is based on Mercury’s TSR relative to
the performance of an industry peer group (comprising
Meridian Energy, Genesis Energy, Contact Energy and
Trustpower (for FY22 vesting only)). There is no positive
TSR performance gate on this tranche but Mercury’s TSR
must be at the 50th percentile of the comparator group for
any award to be made on this component of the LTI plan
• 50% of the grant is based on Mercury’s absolute TSR
against the company’s cost of equity over the vesting
period, plus 1%.
For the FY22 grant period commencing 1 July 2021, the
value represented 75% of the Chief Executive base salary and
between 25% to 35% of base salary for other EMT members
as at that date.
The Board retains discretion over the final outcome of the LTI
plan, to allow appropriate adjustments where unanticipated
circumstances may impact performance, positively or
negatively, over a three-year period.
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MERCURY ANNUAL REPORT 2022
REMUNERATION REPORT.
CHIEF EXECUTIVE’S REMUNERATION.
Chief Executive's remuneration (FY22 & FY21)
Salary1 $
Benefits2 $
Subtotal $
Chief Executive – Vince Hawksworth
STI
Pay for performance $
Subtotal
LTI
Total remuneration
$
FY22
FY21
Note 1:
Note 2:
1,263,976
1,212,644
57,543
48,971
1,321,519
1,261,615
750,924
537,900
N/A
N/A
750,924
537,900
2,072,443
1,799,515
Actual salary paid includes holiday pay paid as per NZ legislation. The base salary for Vince Hawksworth for FY21 was $1,200,000 and
$1,224,000 for FY22.
Benefits include KiwiSaver and insurance.
For reference: On 1 April 2020 Vince Hawksworth was appointed to the Board of Tilt Renewables Ltd as a Director. For the FY22 period,
he was paid $9,714 (gross) in director fees by Tilt Renewables.
Breakdown of Chief Executive's pay for performance (FY22)5
STI6
Description
Set at 50% of base salary. Based
on a combination of key financial
and non-financial performance
measures
Performance measures
70% based on the six Company Shared goals
(weighted 10-40%)
Percentage
achieved by
Vince Hawksworth
126
20% based on individual measures
10% based on business KPIs (for Chief Executive only)
115
115
Note 5:
Note 6:
Vince Hawksworth was not issued shares under the FY20-FY22 grant issued 1 July 2019 due to starting Mercury in 2020.
Therefore, no LTI was awarded to Vince in FY22.
The above STI for FY22 will be paid in FY23.
Five-year summary – Chief Executive's remuneration
Five-year summary – TSR Performance (company vs peer group)
Chief Executive –
Vince Hawksworth
Chief Executive –
Fraser Whineray
Total
remuneration
paid3 $
Percentage
STI against
maximum4 %
Percentage
vested LTI against
maximum %
Span of LTI
performance
period
FY22
FY21
FY20
FY20
FY19
FY18
2,072,443
1,799,515
513,940
1,653,476
1,975,715
1,803,283
77
50
51
69
65
67
N/A
N/A
N/A
87
50
0
N/A
N/A
N/A
2017 – 2020
2016 – 2019
2015 – 2018
Note 3:
Note 4:
Total remuneration paid including Salary, Benefits, STI and LTI payments.
For FY22 the Maximum STI was 160% of ‘on-target’ performance pay. All other years the Maximum STI was 178% of ‘on-target’
performance pay.
50
40
30
20
10
0
%
R
S
T
-10
-20
Mercury
Peer group
NZX 50
30 June
2018
30 June
2019
30 June
2020
30 June
2021
30 June
2022
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MERCURY ANNUAL REPORT 2022
CHIEF FINANCIAL OFFICER’S REMUNERATION
In the interests of providing greater transparency of executive remuneration, the Board has elected to provide details regarding
total remuneration paid to the Chief Financial Officer.
In FY22, the Chief Financial Officer received remuneration totalling $919,258. This amount included a $170,575 STI payment and
a $186,719 LTI payment, both relating to FY21 but paid in FY22. The remaining $561,964 was a combination of fixed remuneration
and benefits.
REMUNERATION REPORT.
KiwiSaver
The Chief Executive is a member of KiwiSaver. As a member of this scheme, the Chief Executive is eligible to contribute and
receive a company contribution of 3% of gross taxable earnings (including short- and long-term incentives). For FY22, the
company’s contribution for Vince Hawksworth was $54,056.
FY23 CHIEF EXECUTIVE’S REMUNERATION STRUCTURE
The Board has elected, in the interests of transparency, to disclose in advance the structure and package that will apply for FY23.
FY23
Base Salary $
Benefits7 $
Subtotal $
Pay for performance 'on-target' $
Total remuneration
$
Chief
Executive
1,285,200
42,043
1,327,243
771,120
963,900
1,735,020
3,062,263
STI
LTI granted8
Subtotal
Note 7:
Note 8:
Benefits include KiwiSaver and insurance.
This LTI will be granted in FY23 and, if hurdles are met, paid in shares in 2025.
Chief Executive’s remuneration performance pay for FY23
$000
$4,000
$3,500
$3,000
$2,500
$2,000
$1,500
$1,000
$500
$0
Long-term Incentives Granted (2025 vesting)
Annual Variable
Base Salary & Benefits
Fixed
On-plan
Maximum
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MERCURY ANNUAL REPORT 2022
REMUNERATION REPORT.
SHARE OWNERSHIP
The Chief Executive and Chief Financial Officer’s ownership of Mercury shares as at 30 June 2022 are:
Executive
Chief Executive
Chief Financial Officer
Balance of EMT 9
Number of shares owned (excludes shares
held in trust for the LTI scheme)
32,51110
0
164,397
Change in shares owned
since 30 June 2021
431
33,95911
67,935
Note 9:
Note 10:
Note 11:
Balance of shares owned by other EMT members as at 30 June 2022, excluding shares owned by the Chief Executive and
Chief Financial Officer.
Chief Executive shares include shares held in personal capacity as well as those held in trust. The Chief executive also has a beneficial
interest in 100,000 MCY040 bonds held in trust.
The Chief Financial Officer disclosed in an Ongoing Disclosure Notice to the market dated 15 September 2021 a transfer of 33,959
shares to Tracey Meek, the Chief Financial Officer's wife. The Chief Financial Officer ceased to have a relevant interest in these shares
upon transfer to Tracey Meek.
EMPLOYEE REMUNERATION
The Group paid remuneration in excess of $100,000 including benefits to 425 employees (not including directors) during the FY22
year in the following bands:
Remuneration band12
Currently employed
$100,001-$110,000
$110,001-$120,000
$120,001-$130,000
$130,001-$140,000
$140,001-$150,000
$150,001-$160,000
$160,001-$170,000
$170,001-$180,000
$180,001-$190,000
$190,001-$200,000
$200,001-$210,000
$210,001-$220,000
$220,001-$230,000
43
55
54
48
38
32
22
14
6
18
8
5
6
No longer
employed
6
10
1
8
7
1
3
1
2
3
Total
49
65
55
56
45
33
22
17
7
20
11
5
6
Remuneration band12
$230,001-$240,000
$250,001-$260,000
$260,001-$270,000
$270,001-$280,000
$300,001-$310,000
$310,001-$320,000
$320,001-$330,000
$330,001-$340,000
$360,001-$370,000
$370,001-$380,000
$380,001-$390,000
$390,001-$400,000
$410,001-$420,000
$470,001-$480,000
$510,001-$520,000
$620,001-$630,000
$670,001-$680,000
$790,001-$800,000
$910,001-$920,000
$1,850,001-$1,860,000
Total
Currently employed
No longer
employed
Total
3
2
1
4
1
3
1
1
1
1
1
1
1
1
1
1
1
1
1
376
3
3
4
4
1
3
1
2
1
1
2
1
1
1
1
1
1
1
1
1
425
1
3
1
1
1
49
Note 12:
The remuneration bands above include 5 employees who received redundancy payments in FY22.
The total remuneration ratio for FY22 between employee (median) and Chief Executive was 1:25. This is based on, for employees,
actual remuneration paid in FY22 (employee median was $82,700) and for the Chief Executive, the amount specified in the table
on page 102, $2,072,443.
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MERCURY ANNUAL REPORT 2022
REMUNERATION REPORT.
DIRECTOR REMUNERATION
The directors’ remuneration is paid in the form of directors’ fees. Additional fees are paid to the Chair and in respect of work carried out by
directors on various Board committees to reflect the additional time involved and responsibilities of these positions.
The total pool of fees able to be paid to directors is subject to shareholder approval and currently stands at $1,085,400. Directors’ fees were last
reviewed in 2021, with the increase taking effect from 1 October 2021. These fees are set following consultation with key stakeholders and having
considered independent remuneration benchmarking advice. Mercury meets directors’ reasonable travel and other costs associated with Mercury
business. Mercury does not pay any retirement benefits to non-executive directors. The following people held office as directors during the year to
30 June 2022 and the remuneration set out in the table below was approved during the period. The number of meetings and attendance rate by
directors during the year to 30 June 2022 was as follows:
Director
No. of meetings
Board
9*
Risk Assurance &
Audit Committee
518
People &
Performance
Committee
4
Nominations
Committee
2
Total15
20
Prue Flacks
Dennis Barnes
Hannah Hamling
Andy Lark
James Miller
Scott St John
Patrick Strange
Mike Taitoko
Keith Smith
Fees$
198,75014
(Chair)
85,417
101,750
101,750
101,750
101,750
101,750
101,750
22,644
Meetings
Attended
Fees$
Meetings
Attended
Fees$
Meetings
Attended
Fees$
Meetings
Attended
9
8
9
9
9
9
9
9
2
5
416
5
116
5
416
5
2
8,667
12,250
23,500
(Chair)17
12,250
6,008
4
216
116
4
4
4
9,500
20,300
(Chair)
9,500
2
2
2
5,500
5,500
Fees$
198,750
94,083
114,000
111,250
130,750
122,050
119,500
111,250
28,652
1,030,28513
Total
*In addition to the meetings detailed above, two further meetings were held during FY22. These meetings were outside of, and in addition to, the usual meeting cycle and were
in relation to an M&A transaction and Mercury's annual insurance renewal.
39,300
62,674
917,311
11,000
The total pool for Directors fees of $1,085,400 in FY22 was not fully exhausted.
Note 13:
Note 14: Prue Flacks’ fees cover attendance at all Committee meetings.
Note 15: Disclosure Committee is not reported on as these occur as ad-hoc and on an as required basis.
Note 16: Dennis Barnes attended two People & Performance Committee meeting and one Risk and Assurance Committee meeting as an observer. Hannah
Note 17:
Note 18:
Hamling attended one People & Performance Committee meeting as an observer. Scott St John attended four Risk and Assurance Committee meetings
as an observer. Andy Lark attended one Risk and Assurance Committee meeting as an observer.
James Miller became Chair of the Risk & Assurance Committee on Keith Smith’s retirement.
There was one out of cycle Risk and Assurance Committee meeting held in September. There are typically four Risk and Assurance Committee meetings
in a financial year.
For reference: Future Director Kim Gordon was paid $20,000 in relation to her role as future director in FY22.
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MERCURY ANNUAL REPORT 2022
DIRECTORS’ DISCLOSURES.
INTERESTS REGISTER
Disclosure of Directors’ Interests
Section 140(1) of the New Zealand Companies Act 1993 requires a director of a company to disclose certain interests.
Under subsection (2) a director can make disclosure by giving a general notice in writing to the Company of a position
held by a director in another named company or entity. The following are particulars included in the Company’s Interests
Register as at 30 June 2022:
Director2
Patrick Strange
Chorus Limited
Auckland International Airport Limited
Chair
Chair
Director/
Shareholder
Director/
Shareholder1
Director/
Shareholder
Director/
Shareholder
Director/
Shareholder
Director/
Shareholder
Shareholder1
Keith Smith retired as a director during the period on 23
September 2021. The following are particulars included
against his name in the Company’s Interest Register during
the period.
Keith Smith
Enterprise Motor Group Limited
and subsidiaries
H J Asmuss & Co Limited
Mobile Surgical Services Limited
and subsidiaries
Goodman (NZ) Limited and subsidiaries
Cornwall Park Trust Board
Chair
Chair
Chair
Chair
Trustee
Sir John Logan Campbell Residuary Estate
Trustee
Healthcare Holdings Limited & subsidiaries
and associates
Advisory board of Tax Traders Limited
Anderson & O’Leary Limited
Treescape Limited
TILT Renewables Limited
Sky Network Television Limited
Chair
Member
Chair
Director
Shareholder
Director
Mike Taitoko
Takiwā Limited
Takiwā NZ Limited
Maratini Holdings Limited
Canvasland Holdings Limited
Waiora Consulting Limited
Toha Foundry Limited
Dennis Barnes
Contact Energy Limited
Tilt Renewables (Australia) and subsidiaries
Director1
1. Entries added by notices given by the directors during the year
ended 30 June 2022.
2. Entries removed by notices given by the directors during the year
ended 30 June 2022.
Prue Flacks
Chorus Limited
Hannah Hamling
None
Andy Lark
Group Lark Pty Limited
Dubber Pty Limited
James Miller
NZX Limited
ACC
Channel Infrastructure NZ Limited
(formerly The New Zealand Refining
Company Limited)
ACC Board Investment Committee
ACC
Vista Group International Limited
Scott St John
Fisher & Paykel Healthcare
Corporation Limited
Fonterra Co-operative Group Limited
Chair
Chief
Marketing
and Strategy
Officer
Chair
Deputy Chair2
Director
Chair2
Governance
roles2
Director
Chair/
Shareholder
Director
Next Foundation (and associated vehicles)
Director
ANZ Bank New Zealand Limited
Director1
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MERCURY ANNUAL REPORT 2022
DIRECTORS’ DISCLOSURES.
Directors’ & Officers’ Indemnities
Indemnities have been given to and insurance has been effected for, directors and senior managers of the Group to cover acts or
omissions of those persons in carrying out their duties and responsibilities as directors and senior managers.
Disclosure of Directors’ Interests in Share & Bond Transactions
Directors disclosed, pursuant to section 148 of the New Zealand Companies Act 1993, the following acquisitions and disposals of
relevant interests in shares and bonds during the period to 30 June 2022:
Name of director
Prue Flacks
Date of acquisition/
disposal of relevant
interest
1 April 2022
Scott St John
1 April 2022
Hannah Hamling
4 April 2022
Prue Flacks
16 May 2022
Prue Flacks
18 May 2022
Nature of relevant
interest
Transfer of ordinary
shares as a result of
participation in Mercury's
Dividend Reinvestment
Plan
Transfer of ordinary
shares as a result of
participation in Mercury's
Dividend Reinvestment
Plan
On market acquisition
of ordinary shares
Acquisition of 120,000
MCY050 capital bonds
upon allotment by
Mercury NZ Limited
pursuant to the offer of
MCY050 capital bonds
under the Term Sheet
dated 5 May 2022
On market acquisition of
80,000 MCY050 capital
bonds
Consideration
(NZD)
3,349.37
Securities in which a
relevant interest was
acquired/(disposed)
601
3,600.16
646
77,480
120,000
13,000
120,000
81,760.14
80,000
Disclosure of Directors’ Interests in Shares & Bonds
Directors disclosed the following relevant interests in shares and bonds as at 30 June 2022:
Director
Prue Flacks
Number of Shares in which
a relevant interest is held
45,575
Number of bonds
38,000 MCY020 capital bonds
Change since 30 June 2021
601 shares
Hannah Hamling
Andy Lark
James Miller
Scott St John
Patrick Strange
Mike Taitoko
Dennis Barnes
16,300
3,300
40,320
45,646
39,160
2,200
50,000
69,000 MCY030 green bonds
200,000 MCY050 capital bonds
–
200,000 MCY050
capital bonds
13,000 shares
–
–
–
–
–
–
–
–
646 shares
–
–
50,000 shares1
1. Disclosed as part of Initial Disclosure when Dennis Barnes joined Mercury as a Director on 1 September 2021.
Disclosure of Subsidiary Directors’ Interests
The following are particulars included in the Interests Register for Mercury’s subsidiary companies as at 30 June 2022:
Director
Prue Flacks1
Phil Gibson2
Stewart Hamilton
Vincent Hawksworth2
Julia Jack
James Miller1
William Meek2
Mike Taitoko1
Marlene Strawson
Howard Thomas2
Interest
Nil
Nil
Chief Executive
Director
Shareholder
Entity
Mercury NZ Limited
NOW New Zealand Limited
Power to the Pedal Limited
Chief Financial Officer
Mercury NZ Limited
Nil.
Nil.
1. Refer to Disclosure of Directors’ Interests.
2. This person is a Director of more than one subsidiary of Mercury NZ Limited, please refer to Company Disclosures.
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MERCURY ANNUAL REPORT 2022
SECURITY HOLDER INFORMATION.
SHAREHOLDER INFORMATION
Twenty largest registered shareholders as at 30 June 20221
Distribution of shareholders & holdings as at 30 June 2022
Name
Her Majesty the Queen in Right of New Zealand
HSBC nominees (New Zealand) Limited
HSBC nominees (New Zealand) Limited A/C State Street
Citibank Nominees (New Zealand) Limited
JP Morgan Chase Bank N.A. NZ Branch-Segregated Clients ACCT
Custodial Services Limited
Accident Compensation Corporation
National Nominees Limited
BNP Paribas Nominees (NZ) Limited
Mercury NZ Limited3
FNZ Custodians Limited
JBWere (NZ) Nominees Limited
New Zealand Depository Nominee Limited
HSBC Nominees A/C NZ Superannuation Fund Nominees Limited
BNP Paribas Nominees (NZ) Limited
Generate KiwiSaver Public Trust Nominees Limited
Forsyth Barr Custodians Limited
Tea Custodians Limited Client Property Trust Account
ANZ Wholesale Australasian Share Fund
Simplicity Nominees Limited
Total
Number
of shares
716,140,528
55,578,548
51,534,572
46,005,944
43,547,886
37,534,489
28,874,888
24,221,371
20,140,671
18,168,203
12,641,941
12,415,880
12,327,935
10,495,567
10,368,879
8,626,833
7,958,172
6,809,131
6,025,555
4,825,175
% of shares2
51.15
3.97
3.68
3.29
3.11
2.68
2.06
1.73
1.44
1.30
0.90
0.89
0.88
0.75
0.74
0.62
0.57
0.49
0.43
0.34
1,134,242,168
81.02
1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above and not
detailed separately.
2. Percentage calculated on the basis of Mercury having 1,400,012,517 ordinary shares on issue as at 30 June 2022, which included
18,168,203 ordinary shares held as treasury shares.
3. Held as treasury shares.
Size of holding
1 to 1,000
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Total
1. Rounding applied.
Number of
shareholders
28,550
% of
shareholders1
38.55
36,113
5,980
3,316
107
74,066
48.76
8.07
4.48
0.14
Number of
shares
19,191,625
83,165,004
43,657,139
68,454,688
1,185,544,061
1,400,012,517
Holding
quantity %1
1.37
5.94
3.12
4.89
84.68
100.00
Substantial product holders as at 30 June 2022
Her Majesty The Queen in Right of New Zealand
Class of Securities
Ordinary shares
Number of
Securities
in Substantial
Holding
727,066,2031
Total Number of
Securities in Class
1,400,012,5172
1. This comprises (a) 716,140,528 shares held by the Crown on its own account; (b) 10,857,675 shares forming part of the New Zealand
Superannuation Fund which are the property of the Crown; and (c) 68,000 shares held by Public Trust on trust for the Crown and certain iwi.
2. As at 30 June 2022, Mercury had 1,400,012,517 ordinary shares on issue, which included 18,168,203 ordinary shares held as treasury shares.
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MERCURY ANNUAL REPORT 2022
SECURITY HOLDER INFORMATION.
BONDHOLDER INFORMATION
Twenty largest registered holders of MCY020 capital bonds (3.60%) as at 30 June 20221
Distribution of MCY020 (3.60%) capital bondholders and holdings as at 30 June 2022
Size of holding
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Total
1. Rounding applied.
Number of MCY020
capital bondholders
74
% of MCY020 capital
bondholders1
5.62
Number of MCY020
capital bonds
370,000
Holding
quantity %1
0.12
251
920
72
1,317
19.06
69.86
5.47
100
2,446,000
30,889,000
266,295,000
300,000,000
0.82
10.30
88.77
100
Name
Forsyth Barr Custodians Limited
Custodial Services Limited
JBWere (NZ) Nominees Limited
Hobson Wealth Custodian Limited
FNZ Custodians Limited
Forsyth Barr Custodians Limited
Generate Kiwisaver Public Trust Nominees Limited
Forsyth Barr Custodians Limited
Best Farm Limited
Citibank Nominees (New Zealand) Limited
The Tindall Foundation Inc
Bank of New Zealand – Treasury Support
Hobson Wealth Custodian Limited
Hobson Wealth Custodian Limited
Masfen Securities Limited
Custodial Services Limited
JBWere (NZ) Nominees Limited
Tea Custodians Limited Client Property Trust Account
Forsyth Barr Custodians Limited
Dunedin Diocesan Trust Board3
Estate Patricia Thelma Sutton Deceased3
JBWere (NZ) Nominees Limited3
Richard Barton Adams & Allison Ruth Adams3
Total
Number of
MCY020
capital bonds
98,342,000
57,775,000
34,204,000
20,206,000
14,643,000
7,153,000
4,057,000
3,060,000
2,900,000
2,815,000
1,800,000
1,544,000
1,248,000
1,215,000
1,200,000
762,000
750,000
600,000
559,000
500,000
500,000
500,000
500,000
% of MCY020
capital bonds2
32.78
19.26
11.40
6.74
4.88
2.38
1.35
1.02
0.97
0.94
0.60
0.51
0.42
0.41
0.40
0.25
0.25
0.20
0.19
0.17
0.17
0.17
0.17
256,833,000
85.61
1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above and
not detailed separately.
2. Percentage calculated on the basis of Mercury having 300,000,000 MCY020 capital bonds on issue as at 30 June 2022.
3. The report above reports the Top 23 Bond Holders as there are four holders sharing the 20th position.
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MERCURY ANNUAL REPORT 2022
SECURITY HOLDER INFORMATION.
Twenty largest registered holders of MCY030 green bonds (1.56%) as at 30 June 20221
Distribution of MCY030 (1.56%) green bondholders and holdings as at 30 June 2022
Size of holding
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Total
1. Rounding applied.
Number of MCY030
green bondholders
18
% of MCY030 green
bondholders1
5.59
Number of MCY030
green bonds
90,000
62
191
51
322
19.25
59.32
15.84
100
569,000
7,238,000
192,103,000
200,000,000
Holding
quantity %1
0.05
0.28
3.62
96.05
100
Name
Custodial Services Limited
Forsyth Barr Custodians Limited
BNP Paribas Nominees (NZ) Limited
ANZ Wholesale NZ Fixed Interest Fund
ANZ Bank of New Zealand Limited
Mint Nominees Limited
HSBC Nominees (New Zealand) Limited
National Nominees Limited
FNZ Custodians Limited
Tea Custodians Limited Client Property Trust Account
JBWere (NZ) Nominees Limited
NZPT Custodians (Grosvenor) Limited
Adminis Custodial Nominees Limited
BNP Paribas Nominees (NZ) Limited
Generate Kiwisaver Public Trust Nominees Limited
ANZ Fixed Interest Fund
MT Nominees Limited
HSBC Nominees (New Zealand) Limited A/C State Street
Citibank Nominees (New Zealand) Limited
Queen Street Nominees ACF Pie Funds
Total
Number of
MCY030
green bonds
33,540,000
13,916,000
12,890,000
12,250,000
11,859,000
10,827,000
8,500,000
7,967,000
7,659,000
7,090,000
6,574,000
6,300,000
6,000,000
5,700,000
5,410,000
4,500,000
4,448,000
3,715,000
3,500,000
3,000,000
% of MCY030
green bonds2
16.77
6.96
6.45
6.13
5.93
5.41
4.25
3.98
3.83
3.55
3.29
3.15
3.00
2.85
2.71
2.25
2.22
1.86
1.75
1.50
175,645,000
87.82
1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above
and not detailed separately.
2. Percentage calculated on the basis of Mercury having 200,000,000 MCY030 green bonds on issue as at 30 June 2021.
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MERCURY ANNUAL REPORT 2022
SECURITY HOLDER INFORMATION.
Twenty largest registered holders of MCY040 green bonds (2.16%) as at 30 June 20221
Distribution of MCY040 (2.16%) green bondholders and holdings as at 30 June 2022
Size of holding
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Total
1. Rounding applied.
Number of MCY040
green bondholders
20
% of MCY040 green
bondholders1
6.92
Number of MCY040
green bonds
100,000
Holding
quantity %1
0.05
62
159
48
289
21.45
55.02
16.61
100
592,000
6,164,000
193,144,000
200,000,000
0.30
3.08
96.57
100
Name
Custodial Services Limited
FNZ Custodians Limited
Forsyth Barr Custodians Limited
BNP Paribas Nominees (NZ) Limited
Citibank Nominees (New Zealand) Limited
HSBC Nominees (New Zealand) Limited
Southland Building Society
PIN Twenty Limited
Tea Custodians Limited Client Property Trust Account
Westpac Banking Corporate NZ Financial Markets Group
Mint Nominees Limited
Risk Reinsurance Limited
NZX WT Nominees Limited
Dunedin City Council
MT Nominees Limited
Hobson Wealth Custodian Limited
BNP Paribas Nominees (NZ) Limited
FNZ Custodians Limited
Bank Of New Zealand - Treasury Support
Forsyth Barr Custodians Limited
Total
Number of
MCY040
green bonds
42,217,000
30,253,000
16,459,000
13,209,000
12,500,000
11,875,000
9,250,000
4,980,000
4,110,000
3,930,000
3,800,000
3,800,000
3,502,000
3,000,000
3,000,000
2,580,000
2,500,000
2,234,000
2,225,000
1,821,000
% of MCY040
green bonds2
21.11
15.13
8.23
6.60
6.25
5.94
4.63
2.49
2.06
1.97
1.90
1.90
1.75
1.50
1.50
1.29
1.25
1.12
1.11
0.91
177,245,000
88.62
1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above and not
detailed separately.
2. Percentage calculated on the basis of Mercury having 200,000,000 MCY040 green bonds on issue as at 30 June 2022.
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MERCURY ANNUAL REPORT 2022
SECURITY HOLDER INFORMATION.
Twenty largest registered holders of MCY050 green bonds (5.73%) as at 30 June 20221
Distribution of MCY050 (5.73%) capital bondholders and holdings as at 30 June 2022
Size of holding
1,001 to 5,000
5,001 to 10,000
10,001 to 100,000
100,001 and above
Total
1. Rounding applied.
Number of MCY050
green bondholders
121
% of MCY050 green
bondholders1
11.27
Number of MCY040
green bonds
605,000
Holding
quantity %1
0.24
241
635
77
1074
22.44
59.12
7.17
100
2,287,000
20,330,000
226,778,000
250,000,000
0.91
8.13
90.71
100
Name
Forsyth Barr Custodians Limited
JBWere (NZ) Nominees Limited
National Nominees Limited
Custodial Services Limited
Hobson Wealth Custodian Limited
Citibank Nominees (New Zealand) Limited
Generate Kiwisaver Public Trust Nominees Limited
FNZ Custodians Limited
Adminis Custodial Nominees Limited
Forsyth Barr Custodians Limited
CML Shares Limited
Investment Custodial Services Limited
Masfen Securities Limited
Tea Custodians Limited Client Property Trust Account
Fletcher Building Educational Fund Limited
Robert William Bentley Morrison & Andrew James Stewart & Anthony James
William Howard
RGTKMT Investments Limited
Sterling Holdings Limited
JML Capital Limited
Barry Raymond Hall
Total
Number of
MCY040
green bonds
66,122,000
41,159,000
24,400,000
19,687,000
16,417,000
11,550,000
8,522,000
5,523,000
3,800,000
3,579,000
2,600,000
2,266,000
2,000,000
1,470,000
1,000,000
1,000,000
800,000
800,000
750,000
600,000
% of MCY040
green bonds2
26.45
16.46
9.76
7.87
6.57
4.62
3.41
2.21
1.52
1.43
1.04
0.91
0.80
0.59
0.40
0.40
0.32
0.32
0.30
0.24
214,045,000
85.62
1. As required by the NZX Listing Rules, New Zealand Central Securities Depository (NZCSD) holdings are included above and not
detailed separately.
2. Percentage calculated on the basis of Mercury having 250,000,000 MCY050 capital bonds on issue as at 30 June 2022.
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MERCURY ANNUAL REPORT 2022
COMPANY DISCLOSURES.
STOCK EXCHANGE LISTINGS
Mercury NZ Limited (referred to in this section as “Mercury” or
“the Company”) is listed on the New Zealand stock exchange
and as an ASX Foreign Exempt Listing on the Australian stock
exchange.
In New Zealand, Mercury is listed with a “non-standard”
(NS) designation. This is due to particular provisions of the
Constitution, including the requirements regulating ownership
and transfer of Ordinary Shares.
ASX approved a change in Mercury NZ Limited’s ASX
admission category from an ASX Listing to an ASX Foreign
Exempt Listing, effective from the commencement of trading
on 19 February 2016.
The Company continues to have a full listing on the NZX Main
Board, and the Company’s shares are still listed on the ASX.
The Company is primarily regulated by the NZX, complies
with the NZX Listing Rules, and is exempt from complying
with most of the ASX Listing Rules (based on the principle of
substituted compliance).
MERCURY NZ LIMITED
The following persons held office as Directors of Mercury NZ
Limited during the 2022 financial year and as at the end of
the 2022 financial year, being 30 June 2022: Prue Flacks
(Chair), Hannah Hamling, Andy Lark, James Miller, Keith
Smith1, Scott St John, Patrick Strange, Mike Taitoko, and
Dennis Barnes2.
SUBSIDIARY COMPANIES
The following persons held office as directors of subsidiaries of
Mercury NZ Limited during FY2022:
Company name
Directors
Blockchain Energy Limited
Bosco Connect Limited
Glo-Bug Limited
Kawerau Geothermal Limited
Mercury Drive Limited
Mercury Energy Limited
Mercury ESPP Limited
Mercury Geothermal Limited
Vincent Hawksworth
William Meek
Howard Thomas
Vincent Hawksworth
William Meek
Howard Thomas
Vincent Hawksworth
William Meek
Howard Thomas
Vincent Hawksworth
William Meek
Howard Thomas
Julia Jack
Vincent Hawksworth
William Meek
Howard Thomas
William Meek
Marlene Strawson
Howard Thomas
Vincent Hawksworth
William Meek
Howard Thomas
Mercury Insurance Captive Limited James Miller
Mercury LTI Limited
Mercury Solar Limited
Vincent Hawksworth
William Meek
Howard Thomas
Prue Flacks
Mike Taitoko
Howard Thomas
Vincent Hawksworth
William Meek
Howard Thomas
Company name
Mercury SPV Limited
Mercury Wind Limited
Mighty Geothermal Power
International Limited
Directors
Vincent Hawksworth
William Meek
Howard Thomas
Vincent Hawksworth2
William Meek
Howard Thomas
Vincent Hawksworth
William Meek
Howard Thomas
Mighty Geothermal Power Limited Vincent Hawksworth
Mighty River Power Limited
Ngātamariki Geothermal Limited
Rotokawa Generation Limited
Rotokawa Geothermal Limited
Special General Partner Limited
Tararua Wind Power Limited
William Meek
Howard Thomas
Vincent Hawksworth
William Meek
Howard Thomas
Vincent Hawksworth
William Meek
Howard Thomas
William Meek
Phil Gibson
Stewart Hamilton2
Michael Stevens1
Vincent Hawksworth
William Meek
Howard Thomas
Michael Stevens1
Vincent Hawksworth
William Meek
Howard Thomas
Vincent Hawksworth2
William Meek2
Howard Thomas2
Company name
Waverley Wind Farm (NZ) Holding
Limited
Waverley Wind Farm Limited
What Power Crisis (2016) Limited
Directors
Vincent Hawksworth2
William Meek2
Howard Thomas2
Vincent Hawksworth2
William Meek2
Howard Thomas2
Vincent Hawksworth
William Meek
Howard Thomas
1. Directors who have resigned during FY2022.
2 Directors appointed during FY2022.
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MERCURY ANNUAL REPORT 2022
OTHER DISCLOSURES.
WAIVERS FROM THE NEW
ZEALAND AND AUSTRALIAN
STOCK EXCHANGES
NZX
Mercury NZ Limited (referred to in this section as “Mercury” or
“the Company”) has waivers in respect of NZX Listing Rules
8.1.5 and 8.1.6(b). These waivers permit Mercury’s Constitution
(“Constitution”) to contain provisions allowing:
• the Crown and Mercury to enforce the 10% limit; and
• Mercury to suspend dividend and voting rights attached to
Mercury ordinary shares where the 10% limit is breached.
ASX
ASX has granted the Company waivers in respect of the ASX
Listing Rules to allow the Constitution to contain provisions
reflecting the ownership restrictions imposed by the New
Zealand Public Finance Act 1989 (“Public Finance Act”) and
to allow the Crown to cancel the sale of shares to applicants
who acquire shares under the General Offer and are not New
Zealand applicants.
The majority of the waivers that ASX previously granted to
Mercury are no longer relevant following the change of the
Company’s admission category to an ASX Foreign Exempt
Listing in February 2016. The waivers from ASX Listing Rules
8.10 and 8.11 continue to apply. These waivers permit the
Constitution to contain provisions:
• allowing the Crown and Mercury to enforce the 10% limit;
and
• enabling Mercury to prevent shareholders who acquired
shares under the General Offer and are not New Zealand
applicants from transferring those shares and to enable
Mercury to sell those shares.
INFORMATION ABOUT MERCURY
NZ LIMITED ORDINARY SHARES
This statement sets out information about the rights,
privileges, conditions, and limitations, including restrictions on
transfer, that attach to shares in Mercury.
Rights and privileges
Under the Constitution and the New Zealand Companies Act
1993 (“Companies Act”), each share gives the holder a right to:
• attend and vote at a meeting of shareholders, including the
right to cast one vote per share on a poll on any resolution,
such as a resolution to:
– appoint or remove a director;
– adopt, revoke or alter the Constitution;
– approve a major transaction (as that term is defined in
the Companies Act);
– approve the amalgamation of the Company under
section 221 of the Companies Act; or
– place the Company in liquidation;
• receive an equal share in any distribution, including
dividends, if any, authorised by the Board and declared and
paid by the Company in respect of that share;
• receive an equal share with other shareholders in the
distribution of surplus assets in any liquidation of the
Company;
• be sent certain information, including notices of meeting
and the Company reports sent to shareholders generally;
and
• exercise the other rights conferred upon a shareholder by
the Companies Act and the Constitution.
Restrictions on ownership and transfer
The Public Finance Act includes restrictions on the
ownership of certain types of securities issued by Mercury
and consequences for breaching those restrictions. The
Constitution incorporates these restrictions and mechanisms
for monitoring and enforcing them.
A summary of the restrictions on the ownership of shares
under the Public Finance Act and the Constitution is set
out below. If Mercury issues any other class of shares, or
other securities which confer voting rights, in the future, the
restrictions summarised below would also apply to those other
classes of shares or voting securities.
51% Holding
The Crown must hold at least 51% of the shares on issue.
The Company must not issue, acquire or redeem any shares
if such issue, acquisition or redemption would result in the
Crown falling below this 51% holding.
On 10 December 2018, Mercury entered into an agreement
with the Crown, under which the Crown agrees to participate in
any future dividend reinvestment plan or share buyback of the
Company, in each case only to the extent required to maintain
the Crown’s proportionate shareholding following the dividend
reinvestment plan or share buyback. A copy of the Crown
Participation Agreement is available on the Treasury’s website.
10% Limit
No person (other than the Crown) may have a ‘relevant
interest’ in more than 10% of the shares on issue (“10%
Limit”).
The Company must not issue, acquire or redeem any shares
if it has actual knowledge that such issue, acquisition or
redemption will result in any person other than the Crown
exceeding the 10% Limit.
Ascertaining whether a breach has occurred
If a holder of shares breaches the 10% Limit or knows or
believes that a person who has a relevant interest in shares
held by that holder may have a relevant interest in shares in
breach of the 10% Limit, the holder must notify Mercury of the
breach or potential breach.
Mercury may require a holder of shares to provide it with a
statutory declaration if the Board knows or believes that a
person is, or is likely to be, in breach of the 10% Limit. That
statutory declaration is required to include, where applicable,
details of all persons who have a relevant interest in any shares
held by that holder.
Determining whether a breach has occurred
Mercury has the power to determine whether a breach of the
10% Limit has occurred and, if so, to enforce the 10% Limit.
In broad terms, if:
• Mercury considers that a person may be in breach of the
10% Limit; or
• a holder of shares fails to lodge a statutory declaration when
required to do so or lodges a declaration that has not been
completed to the reasonable satisfaction of the Company,
then Mercury is required to determine whether or not the 10%
Limit has been breached and, if so, whether or not that breach
was inadvertent. Mercury must give the affected shareholder
the opportunity to make representations to the Company
before it makes a determination on these matters.
Effect of exceeding the 10% Limit
A person who is in breach of the 10% Limit must:
• comply with any notice received from Mercury requiring
them to dispose of shares or their relevant interest in shares,
or take any other steps that are specified in the notice, for
the purpose of remedying the breach; and
• ensure that they are no longer in breach within 60 days
after the date on which they became aware, or ought
to have been aware, of the breach. If the breach is not
remedied within that timeframe, Mercury may arrange for
the sale of the relevant number of shares on behalf of the
relevant holder. In those circumstances, the Company will
pay the net proceeds of sale, after the deduction of any
other costs incurred by the Company in connection with the
sale (including brokerage and the costs of investigating the
breach of the 10% Limit), to the relevant holder as soon as
practicable after the sale has been completed.
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MERCURY ANNUAL REPORT 2022
OTHER DISCLOSURES.
If a relevant interest is held in any shares in breach of the 10%
Limit then, for so long as that breach continues:
• no votes may be cast in respect of any of the shares in
which a relevant interest is held in excess of the 10% Limit;
and
Trustee corporations and nominee companies
Trustee corporations and nominee companies (that hold
securities on behalf of a large number of separate underlying
beneficial holders) are exempt from the 10% Limit provided
that certain conditions are satisfied.
• the registered holder(s) of shares in which a relevant interest
is held in breach of the 10% Limit will not be entitled to
receive, in respect of the shares in which a relevant interest
is held in excess of the 10% Limit, any dividend or other
distribution authorised by the Board in respect of the shares.
However, if the Board determines that a breach of the 10%
Limit was not inadvertent, or that it does not have sufficient
information to determine that the breach was not inadvertent,
the registered holder may not exercise the votes attached
to, and will not be entitled to receive any dividends or other
distributions in respect of, any of its shares.
An exercise of a voting right attached to a share held in breach
of the 10% Limit must be disregarded in counting the votes
concerned. However, a resolution passed at a meeting is not
invalid where votes exercised in breach of the voting restriction
were counted by the Company in good faith and without
knowledge of the breach.
The Board may refuse to register a transfer of shares if it
knows or believes that the transfer will result in a breach of
the 10% Limit or where the transferee has failed to lodge a
statutory declaration requested from it by the Board within the
prescribed timeframe.
Crown directions
The Crown has the power to direct the Board to exercise
certain of the powers conferred on it under the Constitution
(for example, where the Crown suspects that the 10% Limit
has been breached but the Board has not taken steps to
investigate the suspected breach).
Share cancellation
In certain circumstances, shares could be cancelled by the
Company through a reduction of capital, share buy-back or
other form of capital reconstruction approved by the Board
and, where applicable, the shareholders.
Sale of less than a Minimum Holding
Mercury may, at any time, give notice to a shareholder
holding less than a Minimum Holding of shares (as that
term is defined in the NZX Listing Rules) that if, at the end of
three months after the date the notice is given, shares then
registered in the name of the holder are less than a Minimum
Holding, Mercury may sell those shares on market (including
through a broker acting on Mercury’s behalf), and the holder
is deemed to have authorised Mercury to act on behalf of the
holder and to sign all necessary documents relating to the
sale.
For the purposes of the sale and of Rule 5.12 of the ASX
Settlement Operating Rules, where the Company has given a
notice that complies with Rule 5.12.2 of the ASX Settlement
Operating Rules, the Company may, after the end of the time
specified in the notice, initiate a Holding Adjustment to move
the relevant shares from that CHESS Holding to an Issuer
Sponsored Holding (as those terms are defined in the ASX
Settlement Operating Rules) or to take any other action the
Company considers necessary or desirable to effect the sale.
The proceeds of the sale of any shares sold for being less than
a Minimum Holding will be applied as follows:
• First, in payment of any reasonable sale expenses.
• Second, in satisfaction of any unpaid calls or any other
amounts owing to the Company in respect of the shares.
• The residue, if any, must be paid to the person who was the
holder immediately before the sale or his or her executors,
administrators or assigns.
OTHER DISCLOSURES
Mercury NZ Limited is incorporated in New Zealand and is not
subject to Chapters 6, 6A, 6B and 6C of the Corporations Act
2001 (Australia). Mercury will not acquire any classified assets
in circumstances in which the ASX Listing Rules would require
the issue of restricted securities, without the written consent
of ASX.
On 16 August 2022 the Board declared a fully imputed final
dividend of 12 cents per share to all shareholders who are
on the Company’s share register at 5pm on the record date
of 15 September 2022. The dividends will be imputed at a
corporate tax rate of 28%, which amounts to an imputation
credit of 4.67 cents per share for the final dividend. Mercury
will also pay a supplementary dividend of 2.12 cents per share
relating to the final dividend to non-resident shareholders.
The Company will receive from the New Zealand Inland
Revenue Department a tax credit equivalent to supplementary
dividends.
These dividends, together with the interim dividend of $108.9
million (8.0 cents per share) paid to shareholders on 1 April
2022, brings the total declared dividends to $275 million (or
20 cents per share).
As at the date of this annual report, the Company has a S&P
Global BBB+ rating with a stable outlook. The Company
benefits from a one-notch uplift due to the Crown’s majority
ownership.
Mercury’s Net Tangible Assets per Share (excluding treasury
stock) as at 30 June 2022 was $3.35, compared with $3.00
at 30 June 2021.
Cancellation of sale of shares
The Crown may cancel the sale of shares to an applicant
under the offer of shares by the Crown (“the Offer”) in the
Mighty River Power Share Offer Investment Statement and
Prospectus if the applicant misrepresented its entitlement
to be allocated shares under the Offer as a ‘New Zealand
Applicant’ (as that term is defined in the Share Offer
Investment Statement and Prospectus). If the Crown cancels a
sale of shares on those grounds:
• Mercury must sell shares held by that applicant, up to the
number of shares sold to it under the Offer, irrespective of
whether or not those shares were acquired by the applicant
under the Offer (unless the applicant had previously sold,
transferred or disposed of all of its shares to a person who
was not an associated person of the applicant); and
• the applicant will receive from the sale the lesser of:
– the sale price for the shares less the costs incurred by
the Crown and the Company; and
– the aggregate price paid for the shares less those costs,
with any excess amount being payable to the Crown.
If an applicant who misrepresented their entitlement to shares
has sold, transferred or otherwise disposed of shares to an
associated person, then the power of sale will extend to shares
held by that associated person, up to the number of shares
transferred, sold or otherwise disposed of to the associated
person by the relevant applicant.
PUBLIC ENTITY
Mercury is a public entity under the Public Audit Act 2001, and
the Group's independent auditor is the Auditor-General.
DONATIONS
Donations of $79,199 were made by the Group during the year
ended 30 June 2022 ($92,333 during the year ended 30
June 2021). Under Mercury’s Delegations Policy, donations to
political parties are prohibited.
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MERCURY ANNUAL REPORT 2022
GLOBAL REPORTING INITIATIVE (GRI) INDEX.
STANDARD CORE REPORTING
GRI standard
Disclosure title
Location
Comments
GENERAL DISCLOSURES
ORGANISATIONAL PROFILE
GRI 102 General disclosures 2022
102-1
102-2
102-3
102-4
102-5
102-6
102-7
102-8
102-9
102-10
102-11
102-12
102-13
102-14
102-16
102-18 - 102-39
102-40
102-42
Name of the organisation
Front Cover
Activities, brands, products
and services
Who We Are & Our Business Model pp4-7
Location of headquarters
Directory pp120
Location of operations
Who We Are & Our Business Model pp4-7
Ownership and legal form
Company Disclosures pp113
Markets served
Who We Are & Our Business Model pp4-7
Scale of the organisation
Who We Are & Our Business Model pp4-7
Information on employees
and other workers
Supply chain
Significant changes to the
organisation and its supply chain
Precautionary principle or
approach
External initiatives
Membership of associations
Statement from senior
decision-maker
Values, principles, standards,
and norms of behavior
Governance
List of stakeholder groups
Identifying and selecting
stakeholders
Who We Are & Our Business Model pp4-7
Governance at Mercury: Acting Ethically &
Responsibly pp96-97
Governance at Mercury: Acting Ethically &
Responsibly pp96-97
Governance at Mercury pp95
Engaging With Our Stakeholders p13,
Enhancing Value For Customers pp19-21,
Collective Commitment, Shared Action pp22-24,
Commitment To Caring pp25-27
Company website – Engaging with our
stakeholders
Chair & Chief Executive Update pp8-11
Company website – The Mercury Code
Governance at Mercury pp83-99
Company website –
Engaging with our stakeholders
Company website –
Engaging with our stakeholders
GRI standard
102-43
102-44
102-45
102-46
102-47
102-48
Disclosure title
Location
Comments
Approach to stakeholder
engagement
Key topics and concerns raised
Entities included in the
Consolidated Financial
statements
Defining report content and
topic Boundaries
List of material topics
Engaging With Our Stakeholders p13,
Company website –
Engaging with our stakeholders
Company website –
Engaging with our stakeholders
Notes to the Consolidated Financial
Statements p44
About This Report p2,
Pulling It All Together p15
Pulling It All Together p15
Restatements of information
Financial Statements pp44-65
102-49
Changes in reporting
102-50
102-51
102-52
102-53
102-54
102-55
102-56
Reporting period
Date of most recent report
Reporting cycle
Contact point for questions
regarding the report
Claims of reporting in
accordance with the GRI
Standards
GRI content index
External assurance
Front Cover
Front Cover
Front Cover
About This Report p2,
Directory p120
About This Report p2
GRI Content Index pp116-118
MANAGEMENT APPROACH
GRI 103 General disclosures 2022
103-1
GRI 103
Explanation of the material
topic and its Boundary
Management approach
Pulling It All Together p15
Our Business Model pp5-7
There are no
restatements of 2021
financial statements
in the 2022 reporting
period.
Mercury continues to
use both GRI and
reporting
frameworks.
Our 2022 report has
not been externally
assured.
Within the
organisation
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MERCURY ANNUAL REPORT 2022
GLOBAL REPORTING INITIATIVE (GRI) INDEX.
SPECIFIC STANDARD DISCLOSURES
Material topics
Description
Location / Comments
Boundaries
Material topics
Description
Location / Comments
Boundaries
GRI 200 Economic standard
series
GRI 201 Economic performance
GRI 201
201-1
201-2
GRI 204 Procurement Practice
Management approach
Our Business Model pp5-7
Direct economic value
generated and distributed
Consolidated Financial
implications and other risks
due to climate change
Supplier Code of Conduct
Our Business Model pp5-7
TCFD Report pp66-80
Acting Ethically & Responsibly p96
GRI 207 Tax
Tax management
Financial Statements Note 5 p49
GRI 300 Environmental
standards series
GRI 303 Water
303-1
Water withdrawal by source
Mercury does not withdraw water for
generation. 6,465 Mm3 were used for hydro
generation in FY22.
Within and outside
the organisation
GRI 305 Emissions
305-1
305-2
305-3
305-4
GRI 307 Environmental compliance
307-1
Direct (Scope 1) GHG emissions Metrics & Targets p80
Energy indirect (Scope 2)
GHG emissions
Other indirect (Scope 3)
GHG emissions
Emissions intensity
Metrics & Targets p80
Metrics & Targets p80
Metrics & Targets p80
Within and outside
the organisation
Within and outside
the organisation
Within and outside
the organisation
Within and outside
the organisation
Non-compliance with
environmental laws
and regulations
Mercury received one infringement notice for
breaches of consent conditions during FY22
Within and outside
the organisation
GRI 400 Social standards series
GRI 401 Employment
Within the
organisation
Within and outside
the organisation
Within and outside
the organisation
401-1
401-2
401-3
New employee hires and
employee turnover
Mercury hired 207 new employees and the
voluntary turnover rate was 21%
Benefits provided to full-time
employees that are not provided
to temporary or part-time
employees
Company website – Life at Mercury
Parental Leave
Company website – Life at Mercury
Within the
organisation
Within the
organisation
Within the
organisation
Within the
organisation
Within the
organisation
Within the
organisation
GRI 403 Occupational health
and safety
403-1
403-2
GRI 404 Training and education
404-2
GRI 405 Diversity and equal
opportunities
405-1
GRI 413 Local communities
413-1
413-2
Workers representation in formal
joint management-worker health
and safety committees
Workers' representatives hold a range of
positions on health and safety committees,
including joint chair of the generation
committee.
Types of injury or rate of injury,
occupational diseases, lost days,
and absenteeism, and number of
work related fatalities
Our Business Model pp5-7,
Evolving Our Culture pp28-30
Financial Track Record p37
Programmes for upgrading
employee skills and transition
assistance programmes
Our Skills Pledge p30
Diversity of governance bodies
and employees
Diversity & Inclusion pp98-99
Within the
organisation
Operations with local community
engagement, impact
assessments and development
programs
Enhancing Value For Customers pp19-21
Collective Commitment, Shared Action pp22-24
Commitment To Caring pp25-27
Within and outside
the organisation
Operations with significant actual
and potential negative impacts on
local communities
Enhancing Value For Customers pp19-21
Collective Commitment, Shared Action pp22-24
Commitment To Caring pp25-27
Within and outside
the organisation
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MERCURY ANNUAL REPORT 2022
GLOBAL REPORTING INITIATIVE (GRI) INDEX.
SECTOR SPECIFIC: UTILITIES
Material Topics
Description
Location
Comments
Sector Specific Generation
Standard Disclosures
EU1
Installed capacity
Our Business Model pp5-7
Mercury owns or has
interests in power stations
with installed capacity of:
Hydro 1,115MW, Geothermal
470MW, Wind 449MW
EU2
EU3
EU5
EU10
Employment
EU18
Access
EU27
EU30
Net energy output
Our Business Model pp5-7
Number of customer connections Our Business Model pp5-7
Allocation of CO2e allowances
Planned capacity against
projected electricity demand
over the long-term
Percentage of contractor and
subcontractor employees that
have undergone relevant health
and safety training
Metrics & Targets p80
Delivering More For Customers and Country pp31-33
Our Skills Pledge p30
Number of disconnections
for non-payment
Enhancing Value For Customers pp19-21
Average plant availability by
energy source and by regulation
regime
Hydro 87%, Geothermal 94%, Wind 95%
There were a total of 466
residential disconnections
in FY22 due to non-
payment.
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MERCURY ANNUAL REPORT 2022
INFORMATION FOR
SHAREHOLDERS.
Shareholder enquiries
You can view your investment portfolio, change your address,
supply your email, update your details or payment instructions
online: www.investorcentre.com/nz.
You will need your CSN and FIN numbers to access
this service.
Enquiries may be addressed to the Share Registrar
(see Directory for contact details).
Investor information
Our website at mercury.co.nz is an excellent source of
information about what’s happening within the company.
Our Investor Centre allows you to view all regular investor
communications, information on our latest operating and
financial results, dividend payments, news and share price
history.
Electronic shareholder communication
It is quick and easy to make the change to receiving your
reports electronically. This can be done either:
• Online at www.investorcentre.com/nz by using your CSN
and FIN numbers (when you log in for the first time).
Select ‘My Profile’ and ‘Communication Preferences’ to
update your details; or
• By contacting Computershare Investor Services Limited
(see Directory for contact details).
Paper & ink information
Our Annual Report is printed on Eco-100 Natural paper.
This environmentally-responsible, carbon-neutral paper is
produced using FSC® (Forest Stewardship Council) certified
100% Post Consumer Recycled, Process Chlorine Free (PCF)
pulp from Responsible Sources - and manufactured under
the strict ISO14001 Environmental Management System.
It carries the internationally-recognised Blue Angel, Nordic
Swan, Austrian Environmental Label and the NAPM (National
Association of Paper Merchants) Recycled Mark.
The inks used are mineral-oil-free and are manufactured from
vegetable oils and fatty acid alkyl-esters (modified vegetable
oils) which are all derived from renewable resources. They all
conform to the EuPIA (European Printing Ink Association)
exclusion list, so do not contain any carcinogenic, mutagenic,
or toxic substances according to the Dangerous substances
directive 67/548/EEC. They therefore are biodegradable and
will break down when disposed of in suitable waste streams
with extremely minimal effect on the environment.
As you’re reading, you may notice some specks and
imperfections - these are natural attributes of non-chlorine-
bleached, recycled paper. When you’re finished with this
report, please recycle it responsibly.
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MERCURY ANNUAL REPORT 2022
DIRECTORY.
Company Secretary
Howard Thomas,
General Counsel and Company Secretary
Investor Relations & Sustainability Enquiries
William Meek,
Chief Financial Officer
Phone: +64 27 517 3470
Email: investor@mercury.co.nz
Registered Office in New Zealand
Mercury NZ Limited
33 Broadway, Newmarket, Auckland 1023
P O Box 90399
Auckland 1142
New Zealand
Registered Office in Australia
c/– TMF Corporate Services (Australia) Pty Limited
Suite 1, Level 11, 66 Goulburn Street,
Sydney, NSW 2000
Phone: +61 2 8988 5800
Legal Advisors
Chapman Tripp
Level 34
PwC Tower at Commercial Bay
15 Customs Street West
Auckland 1010
PO Box 2206
Auckland 1140
Phone: +64 9 357 9000
Bankers
ANZ Bank
ASB Bank
Bank of China
Bank of New Zealand
China Construction Bank
Commonwealth Bank of Australia
Industrial and Commercial Bank of China
MUFG Bank
Mizuho Bank
Westpac
Credit Rating (re-affirmed November 2021)
Long-term: BBB+
Outlook: Stable
Share Registrar – New Zealand
Computershare Investor Services Limited
Level 2, 159 Hurstmere Road, Takapuna,
Auckland 0622
Private Bag 92119
Victoria Street West
Auckland 1142, New Zealand
Phone: +64 9 488 8777
Email: enquiry@computershare.co.nz
Web: www.investorcentre.com/nz
Share Registrar – Australia
Computershare Investor Services Pty Limited
Yarra Falls, 452 Johnston Street, Abbotsford,
VIC 3067
GPO Box 3329, Melbourne, VIC 3001, Australia
Phone: 1 800 501 366 (within Australia)
Phone: +61 3 9415 4083 (outside Australia)
Email: enquiry@computershare.co.nz
Board of Directors
Prue Flacks, Chair
Dennis Barnes
Hannah Hamling
Andy Lark
James Miller
Scott St John
Patrick Strange
Mike Taitoko
Lorraine Witten1
Kim Gordon (Future Director)
Executive Management Team
Vince Hawksworth,
Chief Executive
Lucie Drummond,
General Manager Sustainability
Phil Gibson,
General Manager Portfolio
Stewart Hamilton,
General Manager Generation
Julia Jack,
Chief Marketing Officer
William Meek,
Chief Financial Officer
Craig Neustroski,
General Manager Commercial
Operations2
Fiona Smith,
General Manager Customer
Operations2
Marlene Strawson,
General Manager People &
Performance
1. Appointment is effective 1 September 2022
2. Titles effective from 1 July 2022
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MERCURY ANNUAL REPORT 2022
GLOSSARY.
Mercury presents certain non-GAAP (Generally Accepted Accounting Practice) financial information throughout the annual
report. This is provided where we believe it will provide greater clarity to users of the information. It also provides consistency
across reporting periods and comparability amongst industry peers.
CO2E
Carbon dioxide equivalents (a measure of total greenhouse gases).
CPS
Cents per share.
EBITDAF (or Operating Earnings)
Earnings before net interest expense, tax expense, depreciation, amortisation,
change in the fair value of financial instruments, gain/(loss) on disposal and
impairments.
Energy Margin
Sales from electricity generation and sales to customers and derivatives, less
energy costs, line charges, other direct costs of sales, and third-party metering.
Free Cash Flow
Net cash flow from operating activities less stay-in business capital
expenditure.
Growth Capital Expenditure (CAPEX)
Capital expenditure incurred by the company to create new assets and
revenue.
GWh
Gigawatt hour. One gigawatt hour is equal to one million kilowatt hours.
MWh
Megawatt hour. One megawatt hour is equal to one thousand kilowatt hours.
Net Debt
Total borrowings (both current and non-current) less cash and cash
equivalents.
Operating Costs
Represents employee compensation and benefits, maintenance expenses and
other expenses.
Other Income
Earnings of associates and other revenue, less direct costs of other revenue.
Stay-in-Business (SIB) Capital Expenditure (CAPEX)
Capital expenditure incurred by the company to maintain its assets in good
working order.
Total Recordable Injury Frequency Rate (TRIFR)
A record of the number of reported medical treatment, restricted work, lost
time and serious harm injuries per 200,000 hours, including employees and
on-site contractors.
Total Shareholder Return (TSR)
The financial gain or loss resulting from the change in share price plus any
dividends paid expressed as a percentage of the initial share price.
Underlying Earnings After Tax
Profit for the year after removing one-off and/or infrequently occurring events
(exceeding $10 million of profit before tax, which represents material items),
impairments, any change in the fair value of derivative financial instruments
and gain on sale, all net of tax expense.
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MERCURY ANNUAL REPORT 2022
RĀRANGI INGOA LIST OF NAMES.
OUR POWER STATIONS AND WIND FARMS
The power stations and wind farms generating renewable energy for New Zealand
homes and businesses have names reflecting past stories and histories.
Arapuni
“Ara” means path and “puni” means either blocked up or campsite. The
meaning may be either “pathway to campsite” or “blocked path”.
Aratiatia
Aratiatia means a series of pegs stuck into a steep ascent in a zig-zag pattern
to make climbing easier. It may also refer to the travels of the ancestral
explorer Tia of the Arawa canoe who made his way to these rapids while
exploring the Waikato River.
Ātiamuri
A-Tia-Muri literally means turned back and refers to Tia of the Arawa canoe.
This intrepid traveller had to turn back at the Atiamuri Rapids in his early
explorations of the Waikato River. Legend also says that Tia was petrified into a
large stone in the river rapids.
Karāpiro
The name Karāpiro is ‘karā’ meaning rock, and ‘piro’ meaning putrid smell. In
the 1820s the Ngāti Maru tribe from the Hauraki Gulf were driven south by
Northland’s Ngāpuhi tribe. Ngāti Maru were given refuge in the Waikato by the
Ngāti Haua tribe, but tensions mounted between them. This culminated in the
battle of Taumatawīwī in 1830. The cremation of dead warriors took place on
rocks beside the Waikato River.
Kawerau
The name Kawerau means "carrier of leaves" (and was the name of an ancient
Māori chief).
Mahinerangi
Named after Lake Mahinerangi, the adjacent Manawa hydro asset lake.
Maraetai
The name means meeting place by the sea, from "Marae” (meeting place) and
“Tai” (tide or shore). This name was possibly transplanted from somewhere on
the coast.
Mokai
Meaning slave or captive (i.e. captured in battle).
Nga Awa Pūrua
The station was named after the rapids, located nearby on the Waikato River.
Nga Awa Purua means "where the waters meet".
Ngā Tamariki
“The children”.
Ōhakuri
“Oha” means keepsake or relic and “kuri” means dog. This name may refer to
a prized dogskin cloak.
Rotokawa
From “kawa” meaning bitter and “roto” meaning lake or wetlands/swamp.
Tararua
The name is taken from the range where the wind farm is located.
The metaphorical union between people and the land, Papatūānuku, is seen in
places named after parts of the human body. The Tararua Range was declared
to be Te Tuarātapu-o-Te Rangihaeata (the sacred back of Te Rangihaeata)
to commemorate a peace arrangement between Ngāti Toa and Ngāti
Kahungunu. The range became a dividing line between Ngāti Toa on the west
side and Ngāti Kahungunu on the east.
Turitea
“Bright clear water."
Waipāpa
“Wai” means water, “papa” means flat or flat rock. The name possibly means
the “stream across the plain” or “stream of the flat rock”.
Waipipi
Waipipi Stream runs through the site and the Iwi land is known as Waipipi.
Whakamaru
Whakamaru means to give shelter to, or safeguard.
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MERCURY ANNUAL REPORT 2022
Say kia ora to the Wonders,
our yellow-clad team who
provide the power to
everything you need at home,
connect you to the world,
and keep you moving.
To learn about how we provide
the energy behind the things
that make your life easier, visit
www.mercury.co.nz/why-mercury
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