2022
CORPORATE REGISTRY
DIRECTORS
XXXX
Michael Arnett
Chairman and Non-Executive Director
Workforce
Julian Pemberton
Chief Executive Officer and
Managing Director
Jeff Dowling
Non-Executive Director
Peter Johnston
Non-Executive Director
Fiona Murdoch
Non-Executive Director
ASX Code
NWH
COMPANY SECRETARY
Kim Hyman
REGISTERED OFFICE
181 Great Eastern Highway
Belmont WA 6104
Telephone: +61 8 9232 4200
Facsimile: +61 8 9232 4232
AUDITOR
Deloitte Touche Tohmatsu
Tower 2
Brookfield Place
Level 9
123 St Georges Terrace
Perth WA 6000
SHARE REGISTRY
Link Market Services Limited
Level 4 Central Park
152 St Georges Terrace
Perth WA 6000
Telephone: +61 1300 554 474
Facsimile: +61 2 8287 0303
ASX CODE
NWH – NRW Holdings Limited
Fully Paid Ordinary Shares
nrw.com.au
1
NRW HOLDINGS ANNUAL REPORT 2022 | Contents PageNRW HOLDINGS ANNUAL REPORT 2022 | Corporate Registry
CORPORATE REGISTRY
CONTENTS PAGE
03
05
07
CEO Review of Operations
Chairman’s Message
About Us
07
07
09
09
09
11
11
Financial Year Highlights
Business Unit Performance
Civil
Mining
Minerals, Energy & Technologies
People & Safety
Outlook
13
CFO Financial Report
13
15
Financial Performance
Balance Sheet, Operating Cash
Flow & Capital Expenditure
17
Sustainability Report
19
20
27
37
49
About this Report
Sustainability at NRW
Environment
Social
Governance
2
NRW HOLDINGS ANNUAL REPORT 2022 | Contents Page
ABOUT US
NRW is a leading provider of diversified contract services to the resources
and infrastructure sectors.
With extensive operations across all of Australia, and an office in Canada
and the USA, NRW’s geographical diversification is complemented by its
ability to deliver a wide range of services.
NRW’s Civil business specialises in the delivery of private and public
civil infrastructure projects, mine development, bulk earthworks and
commercial and residential subdivisions. Civil construction projects include
roads, bridges, tailings storage facilities, rail formation, ports, renewable
energy projects, water infrastructure and concrete installations.
The Mining business provides mine management, contract mining, load
and haul, dragline operations, drill and blast, coal handling prep plants,
maintenance services and the fabrication of water and service vehicles.
The Minerals, Energy & Technologies (MET) business provides full
Engineering Procurement Construction (EPC) capability in the mineral
processing, energy and non-process infrastructure market segments. They
offer comprehensive Original Equipment Manufacturer (OEM) capability,
innovative materials handling design capability, specialist maintenance
(shutdown services and onsite maintenance) for the metals and mining
industry and provide industrial engineering and fabrication.
NRW has a workforce of around 7,000 people supporting projects around
Australia for clients across the resources, infrastructure, industrial
engineering, maintenance and urban subdivision sectors.
3
NRW HOLDINGS ANNUAL REPORT 2022 | About Us
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations
The focus of the business has been to add
capability, broaden the regions in which we
operate and diversify our service offering.
NRW HOLDINGS ANNUAL REPORT 2022 | About Us
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations
NRW HOLDINGS ANNUAL REPORT 2022 | About Us
4
CHAIRMAN’S
MESSAGE
The attraction and retention of our workforce over the
last 12 months has been challenging given the tightening
labour market, post COVID-19 restrictions, and the
broader reduction in the Australian unemployment
rate. The Group has focused on executing targeted
recruitment strategies to ensure we retain an
appropriately skilled workforce.
I would like to express my gratitude to all 7,000 members
of our workforce for their hard work and commitment to
working with our clients to deliver our services safely.
SUSTAINABILITY
NRW is committed to the sustainable development of the
Group’s business by effectively managing its economic,
environmental and social impacts. Our Sustainability
Committee, led by Fiona Murdoch, is responsible for
managing and reporting on our Environmental, Social
and Governance (ESG) matters, details of which can be
found within the Sustainability section of this Report.
In closing, I would like to thank my fellow Board
members, Jules Pemberton and his leadership team, for
their ongoing commitment and support. In particular, I
would like to thank Andrew Walsh for his expert financial
guidance over the last nine years, and I wish him all the
best for his retirement.
I look forward to reporting on our further success in the
2023 financial year.
Michael Arnett
Chairman, NRW Holdings
On behalf of the Board of NRW Holdings, I am pleased
to present the annual report for the 2022 financial year.
I would like to start by acknowledging our shareholders
for their ongoing support this year and their continued
confidence in NRW.
Despite
the challenging economic conditions
experienced in FY22, including widespread labour
shortages and increased supply chain and inflationary
pressures, NRW continued to deliver another year of
strong financial growth and outstanding results for our
clients. This has allowed the Board, in line with the
Company’s dividend policy, to resolve to pay a final
fully franked dividend of 7.0 cents per share, up 40% on
FY21. This final fully franked dividend increases the total
dividends for the year to 12.5 cents, representing a 56%
pay out of NPATA.
These strong results on the back of a challenging
environment reflect our strategy of diversifying revenue
streams over the past few years. The Company will
continue to assess opportunities to diversify its services
and support long-term sustainable growth.
NRW has reported revenues in FY22, including those
generated by associates, of $2.4 billion, a 4.6%
increase from FY21. In addition, the strong cashflows
underline the quality of the Company’s earnings and
our ability to deliver a disciplined approach to balance
sheet management. Gearing at 11% is well within our
target range. It provides flexibility for the business to
not only manage through an expected higher interest
rate environment but also provides opportunities for
disciplined capital management.
Significant order wins in the year have increased the
Order book to a new Group record of $5.2 billion.
OUR PEOPLE
The safety and wellbeing of our people has always
been our number one priority. Whilst the COVID-19
pandemic has continued to pose challenges throughout
our operations, our businesses have continued to work
closely with clients, contractors, and suppliers to support
the continuation of safe, uninterrupted operations.
5
NRW HOLDINGS ANNUAL REPORT 2022 | Chairman’s MessageNRW HOLDINGS ANNUAL REPORT 2022 | Chairman’s Message
The safety and wellbeing of our
people has always been
our number one priority.
NRW HOLDINGS ANNUAL REPORT 2022 | Chairman’s Message
6
CEO REVIEW
OF OPERATIONS
REVENUE GROWTH
$2.252M
$2.429M
$2.009M
$1.130M
$707M
$299M
$351M
2016
2017
2018
2019
2020
2021
2022
The results demonstrate our strategy of diversification,
offering our customers continuity of services across the
whole project lifecycle, and working across a variety
of commodities. The Group has also shown resilience
against the ongoing challenges of COVID-19, labour
shortages, inflationary pressures and significant 1 in
100-year weather events.
BUSINESS UNIT PERFORMANCE
We continue to grow and evolve the NRW brand through
our range of businesses. The focus of the business
over the last few years has been to add capability,
broaden the regions in which we operate and diversify
our service offering.
The highly strategic acquisition of the Primero Group
significantly enhanced our capability to deliver services
across the whole lifecycle of projects. It also opened
opportunities to diversify our business streams into the
new energy sectors of Hydrogen and Lithium.
The exposure to different sectors, commodities,
service, and pricing cycle gives us growth opportunities
and positions us to meet what we see as an exciting set
of opportunities in the future.
NRW currently comprises three reportable segments,
Civil, Mining, and Minerals, Energy & Technologies
(MET). Business activities are conducted primarily in
Australia, with some operations in Canada and the
USA.
It has been a great privilege to be part of NRW Holdings’
leadership team for the last 25 years. There have been
significant changes in the structure over this time,
including strategic acquisitions that have enhanced our
capability to deliver services across the whole lifecycle
of projects. Consequently, it is with great pleasure that
I present NRW Holdings’ results of our consolidated
group for the financial year ending 30 June 2022.
Before commenting on the operations, I would like to
acknowledge all of our employees for their contributions
over the last 12 months. The results and the work we
have successfully delivered to our clients are a credit
to the NRW Group workforce, who I would like to
recognise and thank.
I would also like to acknowledge our CFO, Andrew
Walsh, who is leaving us in December to start his well-
earned retirement after nine years with NRW. Andrew
Broad, EGM - Action Drill and Blast has also recently
left the business to pursue other opportunities and
I would thank him for his service over the last three
years.
I have listed the highlights below, which includes a full
12-month contribution of the Primero business acquired
in February 2021, offset by reducing volumes in the
Civil business following the completion of a number of
large Pilbara based projects.
FINANCIAL YEAR HIGHLIGHTS
• Revenue $2.4 billion up 4.6% on FY21 and
•
•
consistent with guidance
EBITA $157 million representing an upgrade
compared to previous guidance range of $150
million to $155 million and 30.1% higher than FY21
Statutory Net Profit $97.4 million up 79.4% on
FY21
• Normalised Earnings per share 22.5 cps up 30.3%
on FY21
• Cash Holdings $219.3 million up from $146.5
million at 30 June 21
• Net debt lower at $66.6 million compared to $171.3
•
•
million at 30 June 21
Very strong cash conversion at 111%
Final Fully Franked Dividend declared of 7.0
cents per share up 40% on FY21, increasing total
dividends for the year to 12.5 cents up 39% on
FY21
• Major order wins in the year which have increased
Order book to a new group record of $5.2 billion
7
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of OperationsNRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations
The results and the work
we have successfully delivered
to our clients are a credit to the
NRW Group workforce who I
would like to recognise and thank.
8
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations CEO REVIEW OF
OPERATIONS CONTINUED
CIVIL
The Civil business reported revenue of $483.3 million
and EBIT of $20.3 million.
Revenue was lower than the prior comparative period
as major Pilbara based projects completed in FY21.
The high activity level in FY21 resulted in a requirement
for unprecedented staffing levels. Projects experienced
cost increases as staff availability was severely
impacted by COVID-19 measures including border
closures. Lower activity levels in first half of FY22 have
not seen the same staff availability and cost pressures
experienced in FY21 which in turn have contributed to
the margin improvement.
Earnings as measured by margin improved from 3.1%
to 4.2%. Whilst activity was lower in FY22, the same
cost pressures which negatively impacted margins in
FY21 were not as challenging.
The outlook for the NRW Civil business is buoyant
across both key markets - resources and public
infrastructure.
Our expectation in iron ore is that the opportunities
with blue chip clients will far outweigh our capacity
to bid, win and deliver, with the potential to provide
an opportunity to be more selective on the work we
contract. The critical issue for FY23 is timing of release
of new projects given broader industry pressures.
Delivery will rely on the availability of experienced staff,
which is expected to ease through FY23 providing the
necessary resources to support increased activity.
In infrastructure, although a number of projects have
been deferred due to resource pressures, new projects
have been added to the pipeline set for release between
now and the end of next calendar year.
MINING
The Mining business reported growth in revenue to
$1,273.2 million from $1,177.2 million in FY21.
Earnings increased to $106.6 million compared to $83.9
million representing strong margin growth from 7.1% to
8.4%. The improvement was in part due to the impact
of closing out lower margin projects, predominantly
delivered during FY21, as a result of cost pressures
related to COVID-19 measures. EBITDA reflects the
underlying improvement in earnings offset by the lower
depreciation following a Maintenance Services and
Hire Agreement at Boggabri. You can read more about
this transaction in the Directors’ Report.
9
The Mining business secured a number of contract
extensions underpinned by long-term relationships with
our existing clients on projects including Phosphate
Hill, Curragh, South Middleback Ranges, Baralaba and
Kogan Creek.
The Karara Mining contract was formalised in
December 2021 with an expected contract value of
circa $702 million. Operations at Karara commenced
in March 2022 and continue to ramp up to full capacity
in FY23.
The Mining business has secured most of the work
expected to be delivered in FY23 and has long-term
contracts for a number of years beyond. The focus
will be on improving productivity and asset utilisation.
Future investment in green metals has been prioritised.
MINERALS, ENERGY & TECHNOLOGIES
MET revenue increased to $701.0 million compared
to $426.9 million in FY21 recognising expansion
of revenue in Primero and inclusion of Primero for
a full 12-month period following the acquisition of
the business in February 2021 (five-month period of
Primero results included in FY21).
Full year results have been bolstered with the continued
ramp-up in execution delivery on Primero’s major
EPC contracts at Covalent Lithium’s Mount Holland
project and Strandline Resources Coburn Mineral
Sands project, well supported by the transition from
completion of Rio Tinto’s Gudai-Darri NPI project and
the two FMG crushing hubs and overland Conveyor
delivered through RCR and Primero in the first half.
The MET business unit continues to see growth
opportunity in the battery minerals and materials
sector, increasing over the next three to five years.
The Group’s experience, capability and reputation is
growing both locally and on a global scale in these
sectors.
Contract operations and BOO opportunities are
continuing to grow, with near-term negotiations and
discussions taking place for multi-year base revenue
contracts that would allow the Group to train and
maintain a depth of experience to service the Group’s
own operations and those of our clients.
Opportunities in the energy sector include building on
the Group’s highly skilled and technically competent
team that continues to support emerging and
established clients in the hydrogen and natural gas
space.
Further detail on the MET segment is provided in the
Directors’ Report.
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of OperationsNRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations CIVIL
NRW Civil
Golding Civil
Golding Urban
MINING
NRW Mining
Golding Mining
Action Drill & Blast
AES Equipment Solutions
MINERALS, ENERGY
& TECHNOLOGIES
Primero
RCR Mining Technologies
DIAB Engineering
M
a
n
i
R
o
a
d
s
W
A
10
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations
CEO REVIEW OF
OPERATIONS CONTINUED
PEOPLE & SAFETY
As always, the welfare and safety of our people remains
the highest priority. Maintaining a strong safety culture
is an important part of the success of any organisation
and at NRW, the wellbeing of our people and the
communities that we operate in is vitally important.
Equally important to our business are people and
culture, helping to create an enjoyable and supportive
workplace where we all succeed.
The Group headcount has increased over the past 12
months from 6,200 to 7,000.
8000
6000
4000
2000
2016
2017
2018
2019
2020
2021
2022
Earlier this year, we appointed Brett McIntosh as EGM
– HSE & Sustainability. Brett is working with the HSE
Leads across the Group to develop a strategy that
aligns with our values and vision.
Tanya Eales has recently joined us as EGM – People
& Culture. Tanya will be focusing on our team and the
culture of our businesses, both areas that are of huge
importance to me.
The attraction and retention of our workforce over the
last 12 months has been challenging given the tightening
labour market, post COVID-19 restrictions and the
broader reduction in the Australian unemployment rate.
NRW has introduced separate attraction and retention
strategies tailored to specific parts of the business
to ensure that we can place our employees in all our
projects. By utilising these strategies, we were able to
deliver 250 employees for our Karara project and 103
employees for our Covalent project. This, along with the
offering of competitive remuneration and benefits, has
seen a consistently high rate of return of employees at
the end of projects to the start of the next. Retaining
a skilled workforce familiar with internal systems and
processes supports positive outcomes on our projects.
NRW is committed to providing a positive and safe work
environment for all employees and strongly advocates
a diverse and inclusive culture. In light of recent
reports and the findings from the Western Australian
parliamentary inquiry into sexual harassment in the
FIFO mining industries and the Enough is Enough
report, our Civil & Mining and Action Drill & Blast entities
have undertaken Diversity & Inclusion surveys.
The purpose of the surveys was to highlight if we
had any areas of concern and also understand how
the workforce perceived our response to workplace
behaviour complaints. Through the survey results
and a series of workshops, we have developed a set
of initiatives that are designed to improve workplace
diversity and culture, and to ensure a safe working
environment for all. The survey results have shown a
high level of engagement with our employees which will
support the implementation of these initiatives.
You can read more information about the safety and
people initiatives we have developed in the Directors’
Report.
OUTLOOK
The overall group pipeline remains strong at $19.8
billion of which circa $3.5 billion are submitted tenders.
The markets in which NRW operates continue to
provide growth opportunities. The medium-term outlook
is very positive, but the timing of client awards provides
both risk and opportunity to FY23 revenue forecasts.
The value of work secured for FY23 is around $2.3
billion which is either in the order book, or is expected
as repeatable business in Urban, RCRMT and DIAB
Engineering.
Earnings for FY23 (EBITA) are expected to be between
$162 million and $172 million. In providing this forecast,
we have assumed that projects will still be subject to
current resource and supply chain pressures, although
we expect these to ease through the year.
Major order wins in the year have increased the Order
book to a new group record of $5.2 billion.
In closing, I would like to take this opportunity to thank
my senior management team and all of our employees
across the businesses for their incredible dedication
and hard work this year. I would also like to thank my
fellow directors and our shareholders and stakeholders
for your continuing strong support of the business.
Jules Pemberton
CEO and Managing Director, NRW Holdings
11
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations
NRW is committed to providing
a positive and safe work
environment for all employees
and strongly advocates a
diverse and inclusive culture.
NRW HOLDINGS ANNUAL REPORT 2022 | CEO Review of Operations
12
CFO FINANCIAL
REPORT
FINANCIAL PERFORMANCE
NRW reported revenues including those generated by associates of $2,406.7 million (statutory revenue of $2,377.7
million), a 4.6% increase on $2,300.6 million (statutory revenue $2,221.5 million) in FY21. The year-on-year growth
included a full 12-month contribution of the Primero business acquired in February 2021, offset by reducing volumes
in the Civil business following the completion of a number of large Pilbara based projects.
The table below provides key financial performance metrics for the current financial year compared to the prior
comparative period:
FY22
FY21
Revenue
Earnings
Revenue
Earnings
$M
2,406.7
(29.0)
Total Revenue(1) / EBITDA(2)
Revenue from Associates
Depreciation and Amortisation(3)
Operating EBIT(4)
Amortisation of Acquisition Intangibles(5)
Non-recurring transactions(6)
EBIT
Net Interest
Profit before income tax
Tax
Statutory Revenue / Net earnings
2,377.7
NPATN(7)
Refer to definitions on page 7 of the Directors’ Report.
$M
272.4
(115.4)
157.0
(7.9)
-
149.1
(12.9)
136.2
(38.8)
97.4
100.9
$M
2,300.6
(79.1)
2,221.5
$M
266.7
(146.1)
120.6
(20.2)
(11.2)
89.2
(13.3)
75.9
(21.6)
54.3
75.1
The Group announced to the ASX on 12 July 2021 that
Boggabri Coal Operations Pty Ltd (BCO), part of the
Idemitsu Group, agreed to acquire the majority of the
major mining equipment of Golding Contractors Pty Ltd
(a wholly owned subsidiary of NRW) that is engaged
under the Maintenance Services and Hire Agreement at
the Boggabri Coal Mine (Boggabri transaction).
Operating EBIT of $157.0 million was up 30.1% on FY21
($120.6 million) as profitability recovered across the
business. Group EBITDA totalled $272.4 million (FY21:
$266.7 million) reflecting the improved EBIT offset by
the consequential lower depreciation costs following the
Boggabri transaction.
Interest costs reflect the reduction of debt from the
Boggabri transaction offset by the full year effect of the
acquisition finance in support of the Primero acquisition
and the funding of new capital expenditure in FY22.
Compared to FY21, Statutory Net Earnings increased
by 79.4% to $97.4 million from $54.3 million and
Statutory Earnings per Share (EPS) increased by 73.6%
to 21.7 cents from 12.5 cents, signalling the significant
improvement from the prior year.
Normalised Net Earnings (NPATN) increased by
34.4% to $100.9 million compared to $75.1 million in
FY21, reflecting the recovery in profitability across the
business.
13
NRW HOLDINGS ANNUAL REPORT 2022 | CFO Financial ReportNRW HOLDINGS ANNUAL REPORT 2022 | CFO Financial Report Earnings per Share increased
by 73.6% to 21.7 cents from
12.5 cents, signalling the
significant improvement
from the prior year.
NRW HOLDINGS ANNUAL REPORT 2022 | CFO Financial Report
14
CFO FINANCIAL
REPORT CONTINUED
BALANCE SHEET, OPERATING CASH FLOW
& CAPITAL EXPENDITURE
Cash balances ended the year at $219.3 million. Debt
repayments in the year included asset financing debt
payments of $46.6 million in line with agreements and
$28.8 million of corporate debt which mostly relates to
business acquisition finance. New asset financing in the
year totalled $110.5 million mostly to fund new capital
expenditure associated with the Karara Mining contract.
Net debt improved to $66.6 million.
Capital expenditure totalled $206.3 million (2021: $78.6
million) of which circa $101.8 million was for the new
Karara Mining project which commenced March 2022,
$24.7 million on crushing plants for BOO contracts in
Primero.
The balance $79.8 million represents sustaining and
maintenance capital expenditure in line with previous
guidance on annual spend rates of circa $80.0 million.
Investments increased mostly due to shares acquired in
Green Technology Metals Limited (ASX: GT1).
Net Assets increased in the year by $53.2 million to
$598.3 million reflecting earnings in the year net of
dividend payments.
Returns to shareholders included both a final dividend
for FY21 of 5.0 cents paid in October 2021 and an interim
dividend for the current financial year of 5.5 cents paid
in April 2022. Overall dividend payments in the year
totalled $47.2 million.
A summary of the balance sheet as at the end of the
current financial year and the previous financial year is
provided below.
30 Jun 22
30 Jun 21 (1)
Cash
Financial debt
Lease debt
Net Debt
Property, Plant and equipment
Non-current assets held for sale
Lease assets (right of use)
Working capital
Investments in associates and listed equities
Tax Liabilities
Net Tangible Assets
Intangibles and Goodwill
Net Assets
Gearing
Gearing Excl. Lease debt
$M
219.3
(233.2)
(52.8)
(66.6)
423.5
-
44.5
19.4
22.4
(54.2)
389.0
209.3
598.3
11.1%
2.3%
$M
146.5
(261.9)
(55.9)
(171.3)
321.4
82.6
48.2
51.5
15.8
(15.8)
332.5
212.6
545.1
31.4%
21.2%
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer to note 7.5.
FAREWELL
As recently announced I will be retiring later this year
so these accounts, probably the best set of accounts
I’ve been part of, are also the final accounts I shall
preside over. The last nine years at NRW have been
some of the most rewarding of my career. A big thank
you to Jules for putting up with me and to the finance
teams in the businesses and Group who do most of the
work to complete these accounts.
I would also like to thank a relatively small group of
advisors, who I won’t name but they will know who
they are, from Deloitte, KWM, Corrs, Euroz, UBS,
Longreach and Bankwest who have supported the
transformation of NRW through Jules’ leadership into
the NRW Group presented in these accounts.
15
It’s been a fascinating journey only achievable through
the support of Jules and the NRW board. The company
doesn’t need my best wishes for continued success but
they have them anyway.
Andrew Walsh
CFO, NRW Holdings
NRW HOLDINGS ANNUAL REPORT 2022 | CFO Financial Report
NRW HOLDINGS ANNUAL REPORT 2022 | CFO Performance at a Glance
SUSTAINABILITY
REPORT
NRW HOLDINGS ANNUAL REPORT 2020 | CFO Financial Report
A MESSAGE FROM THE
SUSTAINABILITY COMMITTEE
On behalf of the Board of Directors, I am pleased to
present you with NRW’s second Sustainability Report
(Report) for the year ended 30 June 2022.
• Continued support to our clients including various
investments and partnerships to further the
objectives of a low carbon economy.
NRW continued its strong business and operational
performance throughout FY22 despite tough economic
conditions. This success is reflective of our strong
corporate values and our ability to deliver safe, efficient,
and sustainable business outcomes to all stakeholders.
NRW remains committed to driving this success forward
whilst focusing on creating positive outcomes for our
people, communities, and of course, our environment.
Last year we made a number of commitments and
statements about our journey ahead. I am pleased with
the progress NRW has made to further its environmental,
social and governance (ESG) initiatives in FY22, and the
continued commitment of the Company to improving our
reporting practices.
We continued to review our company-wide approach to
sustainability throughout FY22 and are expanding our
remit and framework accordingly. We have taken active
steps to ensure that we meet our environmental, social
and governance obligations by implementing and driving
several ESG initiatives this year including:
• Development of our
internal sustainability
strategy and work program to support sustainable
value creation. The strategic plan has received
Sustainability Committee endorsement and Board
approval and focuses on material issues relevant to
us and our stakeholders, including the identification
of specific sustainability metrics and targets which
we look forward to sharing with stakeholders over
time.
•
The appointment of Brett McIntosh – Executive
General Manager – Health, Safety, Environment and
Sustainability, and Tanya Eales – Executive General
Manager – People & Culture. Both Brett and Tanya
will be pivotal to furthering our ESG program.
• Completion of our first materiality assessment to
validate our material economic, social, environmental
and governance related issues relevant to our
business and our stakeholders. The results of the
survey validated the work done in FY21 and allowed
our business to set priorities with regard to our ESG
matters and identify ESG areas that will underpin our
future strategic development and planning.
•
•
Prioritising our workforce which we recognised as
pivotal on the back of the tight labour market currently
being experienced Australia wide. NRW has a
renewed focus on psychosocial health initiatives to
support mental health amongst the workforce and
made a conscious effort to bolster training programs
with a record number of Apprentices employed and
the continued upskilling of employees through the
NRW Training Centre.
A continued commitment
to supporting our
communities as we work towards a more sustainable
future, including business partnering with IronMerge,
continued alignment with not-for-profit group GIVIT
and involvement in various health awareness events
and charitable giving throughout the year.
In addition, and in light of the recent ‘Enough is Enough’
inquiry into sexual harassment against women in the
FIFO mining industry, NRW has taken several steps
to ensure we remained focused on creating a strong
workplace culture that includes zero tolerance towards
sexual harassment. These steps included employee
engagement to understand our workforce attitudes and
experiences and have culminated in an agreed action
plan which received executive support for roll out to our
businesses. NRW’s position is clear – sexual harassment
is not tolerated anywhere, including within our workplace.
We noted in FY21 that our approach to ESG reporting
may be adapted as international reporting frameworks
further develop. Whilst we continue to monitor these
developments, including the work of the International
Sustainability Standards Board and its impact on
Australian reporting guidelines, the reporting framework
established in FY21 has proven a solid foundation for our
current year Report, and remains unchanged.
I believe our ongoing drive and commitment to operating
a sustainable business is reflected in this report and
demonstrates to our stakeholders how our business
values ESG matters.
I would like to thank all our stakeholders for their
continued commitment to our journey.
Fiona Murdoch
Chair Sustainability Committee
17
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability ReportNRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report A MESSAGE FROM THE
SUSTAINABILITY COMMITTEE
SUSTAINABILITY SNAPSHOT
Aligned disclosure to the TCFD
Recommendations
Reporting in accordance with the GRI
Standards
Stakeholder Materiality Assessment
Completed
61% response rate
75 surveys
completed
Appointment of Brett McIntosh –
Executive General Manager HSE
& Sustainability
Projects currently under the
Infrastructure Sustainability Council’s
IS Rating Scheme
Four
Forrestfield Airport Link Project’s
Infrastructure Sustainability Council’s
IS Design Rating
Excellent Design
v1.0
IS Rating
ENVIRONMENT
ENVIRONMENT
Emissions Intensity1 (Scope 1 + Scope 2)
(tCO2-e/$m AUD)
4.33
Energy Intensity1 (GJ/$m AUD)
50.5
Environmental Breaches or Fines
Nil
Published our Climate Position Statement
SOCIAL
SOCIAL
Total Workforce as at 30 June 2022
7,261
Female Workforce Participation Rate
15.65%
Apprentices Onboarded
Over 200
NRW Civil & Mining Diversity & Inclusion
Survey – Employee Participation
75%
GOVERNANCE
Cyber security review completed and findings
reported to the Audit & Risk Committee
Sustainability Committee Charter updated to
include oversight of climate related strategy
Identified actual or potential breaches of legal
or regulatory frameworks
Board and Committee Member attendance at
meetings
Nil
100%
(1) Intensity calculated with reference to total group revenue ($Ms)
Australian Taxation Office’s Justified Trust
review program completed
High
Assurance
OUR PRIORITY SUSTAINABLE DEVELOPMENT GOALS (SDGs)
18
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report ABOUT THIS REPORT
REPORT PURPOSE
REPORT FEEDBACK
This Sustainability Report (Report) discloses a
summary of NRW’s material sustainability topics and
performance information for the financial year 1 July
2021 to 30 June 2022 (FY22). NRW adopts an annual
reporting cycle in line with our audited annual financial
reporting. The purpose of this Report is to demonstrate
how NRW is managing its environmental, social
and governance risks and opportunities to deliver
sustainable shareholder returns on an annual basis.
remuneration and
This Report forms part of NRW’s Annual Report to
demonstrate the interconnectivity and interdependency
of sustainability,
financial
performance. It also enables the Company the ability
to integrate, across the whole report, the concept
of creating value for its stakeholders – including
shareholders, clients, employees and the communities
in which it operates.
This Report should be read in conjunction with NRW’s
Annual Financial Statements and other periodic
announcements lodged with the Australian Securities
Exchange (ASX), including the Annual Financial
Statements and Corporate Governance Statement, all
of which are available on the NRW website (www.nrw.
com.au) and the ASX platform.
REPORT COVERAGE
NRW Holdings Limited (ACN 118 300 217) is the
parent entity of the NRW group of companies, and
its shares are listed on the ASX (ASX Code: NWH).
In this Report, unless otherwise stated, references to
‘NRW’, the ‘Company’ or ‘NRW Group’ refer to NRW
Holdings Limited and its wholly owned subsidiaries
listed on pages 74 – 75 of NRW’s Annual Financial
Statements for the year ended 30 June 2022 (2022
Annual Financial Statements) released to the ASX on
18 August 2022.
NRW’s operations are primarily based in Australia,
with an office in Canada (engaging approximately 30
employees) to support its North American operations.
The Report is limited to the ESG impacts of the
Australian operations only, due to the early phase of
operational involvement overseas.
NRW is predominantly a contract service provider
and does not own the mining tenure or resources
on which we operate. As a result, NRW generally
has limited operational control over the mines on
which it operates, with this responsibility generally
resting with our clients (usually, the mine owners).
Please forward any comments or requests for further
information to:
Email: Jasmyn Wardell-Johnson
(jasmyn.wardell-johnson@nrw.com.au)
Post: PO Box 592 Welshpool WA 6986
REPORTING FRAMEWORKS
The Company has chosen to publish its sustainability
information in accordance with elements of the following
standards and frameworks. Over recent years there
have been significant developments aimed at better
quality and more consistent sustainability reporting.
NRW will continue to monitor these developments and
may adapt its reporting approach as needed in the
future.
UNITED NATIONS (UN) SUSTAINABLE
DEVELOPMENT GOALS (SDGs)
The UN SDGs are increasingly being used to
guide reporting. Throughout this Report, NRW has
highlighted where it considers its activities align with,
and support, the SDGs. For a more comprehensive
look at how our activities align with, and support, the
SDGs please see our SDG Index on the Sustainability
Section of our website.
GLOBAL REPORTING INITIATIVE
STANDARDS
Last year, NRW committed to reporting in accordance
with the Global Reporting Initiative (GRI) Standards
as part of its Sustainability Reporting Plan. We are
pleased to have delivered on this commitment and
confirm that the FY22 Report that follows has been
prepared in accordance with the GRI Standards. Our
approach is guided by the GRI’s principles for informing
report content: materiality, completeness, context
and stakeholder inclusiveness. Please see the GRI
Reporting Index published on the Sustainability Section
of our website.
TASKFORCE FOR CLIMATE RELATED
FINANCIAL DISCLOSURE
RECOMMENDATIONS
NRW reports for the first time in line with the TCFD
recommendations under the headings of Governance,
Strategy, Risk Management, and Metrics and Targets.
The Company acknowledges its climate-related
disclosures are evolving, and through a phased
approach will work towards increased disclosure under
the TCFD Reporting Framework in the future. Please
see TCFD Recommendations Reporting Index on the
Sustainability Section of our website.
19
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
SUSTAINABILITY AT NRW
NRW is committed to contributing to a sustainable
future through responsible business practices that
deliver economic returns for our shareholders, provide
employees with a safe and inclusive workplace,
create value for the communities in which we operate
and respect the environment. We believe in applying
and supporting sustainable business solutions and
practices that create real and lasting value for our
stakeholders and society. How NRW achieves this
objective will evolve through active engagement in
innovation, progressive industry ‘best practice’ and
government direction and legislation.
Although NRW does not own the resources or
infrastructure projects on which we operate, we are
committed to supporting, and where appropriate,
partnering with our clients to enhance their sustainability
objectives.
These objectives include employment targets which
align with community and
industry expectations
such as diversity, safety benchmarks, adherence to
environmental standards and climate-related initiatives
to reduce or limit greenhouse gas emissions whilst
on site. Within the facilities that we do manage,
including workshops and offices, we are committed to
addressing the environmental and social impacts of
these operations in a sustainable manner.
OUR FRAMEWORK
It is NRW’s mission to be the ‘contractor of choice’. To
fulfil our mission, NRW recognises the need to challenge
ourselves to continue to improve our performance on
key sustainability metrics and to invest in the area
of sustainability. Ultimately, the way our business
performs its work is integral to delivering products and
services to standards above industry expectations. We
believe this is critical to creating long-term sustainable
value for our stakeholders.
We believe in applying and supporting sustainable business solutions and practices that create real and lasting
value for our stakeholders and society.
NRW SUSTAINABILITY OBJECTIVE
Water Management & Use
Resource Use
Climate Change
Innovation
ENVIRONMENT
SOCIAL
ETY T E A MWORK
A
S
S
F
A
S
OUR MISSION
To be the contractor
of choice
U
R
A
N
C
E
Community Engagement
Workplace Culture
& Diversity
Employee Health &
Wellbeing
Safety
Employee Attraction
& Development
Economic Performance
Business Ethics
& Transparency
Corporate Governance
Risk Management
GOVERNANCE
E
X
C
E
L
L
E
N
CE R E S P
T & CARE
C
E
NRW recognises that responsible
environmental and social
management in the resources
and infrastructure sectors plays
a significant role in ensuring
sustainable outcomes for the
business and the planet.
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
20
SUSTAINABILITY AT NRW CONTINUED
OUR GOVERNANCE STRUCTURES
NRW’s sustainability objective is central to our operation as a responsible business. NRW has set up its governance
structures to ensure pragmatic sustainability practices are embedded within our organisation, starting with our
Board. The Board delegates responsibility to the Sustainability Committee to review and set the objectives and
targets of all ESG initiatives within the Company, and to monitor subsequent performance. The Sustainability
Committee has determined the remit of directors and key executives with regards to the ESG matters for which they
are accountable.
The Board is responsible for the oversight and strategic direction of NRW. The Board reviews, and as appropriate, approves
the sustainability practices within NRW.
BOARD OF DIRECTORS
The Sustainability Committee is responsible for providing advice, recommendations and assistance to the Board with
respect to sustainability primarily in relation to environmental, social and corporate governance matters, including
climate-related risks and opportunities.
SUSTAINABILITY COMMITTEE
The CEO makes recommendations to the Sustainability Committee regarding the sustainability objectives and
priorities of the NRW Group.
CEO & EXECUTIVE MANAGEMENT
SUPPORTING SUSTAINABILITY WORKING GROUPS
NRW has three working groups informing and recommending actions to the CEO and Executive Management
team with regards to sustainability related matters. The purpose of these working groups is to embed pragmatic
sustainability related practices within the businesses, as well as extract talent from the business to progress the
Group’s objectives.
INTERNAL FACTORS
• NRW’s vision, mission and values.
• NRW’s business operations.
• Employee engagement.
• Geographical spread, including
remote and regional communities.
• Corporate policies, guidelines,
•
standards and business practices.
Initiatives identified by its business
units and driven by the executive
management team.
EXTERNAL FACTORS
• Shareholder expectations based on
the Company’s engagement with
them over time.
• Client expectations and experiences.
• Global trends with regards to
sustainability practices and reporting.
• Mining industry and sector specific
trends with regards to sustainability
practices and reporting.
• Opportunities and challenges faced
by the mining services sector.
•
Innovation within the industry.
• NRW’s engagement with the
communities in which it operates.
INDEPENDENT EXTERNAL FACTORS
• NRW seeks to engage external
advisors to provide information and
advice on sustainability related issues
where appropriate.
In accordance with the Charter of the Sustainability Committee, the Committee must have a minimum of three
members, all of which must be Non-Executive Directors and the majority of which must be independent Directors.
The Committee met three times during FY22 with all members in attendance.
The Committee comprises the following members:
Fiona Murdoch
Peter Johnston
Michael Arnett
Chair and Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Please find a copy of all available corporate governance documents referred to within the Report on the NRW
website (nrw.com.au/about-us/corporate-governance).
21
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability ReportNRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
SUSTAINABILITY AT NRW CONTINUED
OUR APPROACH
NRW is committed to reporting our sustainability performance annually and consistently improving our data and
information collection processes to ensure better quality insights. As part of this commitment, NRW undertook a
series of exercises to ascertain the topics that are most material to our business.
NRW applies GRI Reporting principles for informing report content by undertaking a thorough review process to
understand our material sustainability topics. We did this by undertaking a materiality assessment which sought
external validation of our material topics from stakeholders to ensure internal assessments are sufficiently reflective
of stakeholder views with regards to ESG matters. In recognition of our operating model, the materiality exercises
were conducted at the level of each of our operating businesses and results were aggregated to reflect areas most
topical to the Group.
We received a total of 75 responses (a 61% response rate) from our materiality assessment, covering a broad range
of stakeholders (internal and external), across all our business units. We are satisfied that the cohort surveyed was
sufficiently representative of our stakeholder group, and therefore the results are representative of stakeholder
sentiment. Our approach to the materiality assessment is shown below.
Identification
A list of potential material topics was compiled using a comprehensive range of inputs including our understanding of
material risks and stakeholder expectations, peer (desktop) reviews, and global and industry trends. Whilst some topics
were provided to ensure consistent prioritisation of potential core areas, the surveys allowed for open-ended responses
to allow a full range of potential sustainability-related topics to be uncovered. In addition to topic prioritisation, NRW also
sought stakeholder feedback on potential ESG risks and opportunities that may affect NRW’s operations.
Prioritisation
The materiality exercises were informed through consultation with a wide range of internal and external stakeholders,
including operations, executives, suppliers, investors, clients and limited community groups. A representative sample of
each of these groups of stakeholders was identified and contacted to complete a survey, providing quantitative data on
the relative priority of the material topics. Material topics were then prioritised using two key dimensions: importance to
the business (internal stakeholders), and important to our stakeholders (external stakeholders).
Validation
Senior leaders within the Company reviewed and validated the outcomes of the exercises, and their input has helped
define the material issues outlined in this Report. While the material topics are substantially similar to those identified
in the prior year, some of the topics have been updated based on stakeholder feedback and our continuing alignment
with the GRI Standards.
Action
In undertaking the materiality exercises in FY22 NRW can now better understand the context to inform sustainability
actions within the Company moving forward. The outcomes, which validated the initial work undertaken in FY21, will be
used to guide the Company in refining and prioritising the identified material topics and will inform the future long-term
action plan to achieve our sustainability objective.
NRW is committed to undertaking a stakeholder materiality assessment every second year, or when the business or
operating environment has materially changed and a new stakeholder assessment is warranted. The results of the
assessment are shown below, noting participants were asked on a scale of 1 – 5 to rate the importance of NRW’s
material topics, 5 being ‘material’.
5.00
4.75
4.50
4.25
4.00
i
s
s
e
n
s
u
B
o
t
e
c
n
a
t
r
o
p
m
I
Risk Management
Business Ethics and Transparency
Employee Attraction and Development
Employee Health and Wellbeing
Corporate Governance
Economic Performance
Safety
Community Engagement
Workplace Culture and Diversity
Resource Usage
Climate Change
Innovation
Water Management and Use
3.75
4.00
4.25
4.50
4.75
5.00
Importance to Stakeholders
22
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
SUSTAINABILITY AT NRW CONTINUED
STAKEHOLDER ENGAGEMENT
Across our businesses and at the Group level, a wide range of stakeholders is consulted with. NRW’s business
operations directly impact a wide range of stakeholders. Therefore, what is important to our stakeholders is important
to the Company. This is how NRW engaged with its stakeholders during FY22.
Shareholders
NRW is focused on creating sustainable long-term value creation for its shareholders. Shareholders consist of institutional and retail
investors.
Areas of Interest
•
•
•
•
Financial performance
Business strategy
Business ethics
Governance and risk management
Clients
Method of Engagement
•
•
•
•
Annual General Meeting
Investor calls and presentations
Distribution of price-sensitive information to shareholders via the ASX
Responses to regular investor, analyst and media enquiries
NRW is committed to supporting its clients through successful project delivery. Clients range from large listed organisations,
government departments to medium sized private entities.
Areas of Interest
•
•
•
•
•
Health, safety and wellbeing practices
Project delivery, including product/service
quality and pricing
ESG practices
Supply chain management
Innovation
Method of Engagement
•
•
•
•
Delivery of contract products and services
Early Contractor Involvement opportunities
Tendering opportunities and submissions which include provision of
company safety, environmental and social performance
Business networking events to develop long-lasting relationships
People
NRW values the health, safety and wellbeing of its workforce above all else, and strives to provide a workplace culture that
recognises and values diversity and inclusiveness. NRW’s workforce is large and diverse, engaging 7,000 people Australia wide.
Areas of Interest
•
•
•
•
•
Health, safety and wellbeing practices
Diversity and inclusiveness
Training and development
Remuneration practices
Innovation
Communities
Method of Engagement
•
•
•
Active communication through the NRW intranet, newsletters and
toolbox meetings (for site and workshop employees)
Important alerts via email and notice-board signage
Training and development opportunities where these opportunities
provide meaningful personal and professional development (for
example through the NRW Training Centre)
NRW’s long-term success depends on the wellbeing and development of the communities in which it operates. NRW maintains head
offices in Perth and Brisbane, as well as other offices in local and regional areas across Australia.
Areas of Interest
Method of Engagement
•
•
•
Level of community engagement
The direct economic impacts of the business
on the community
Environmental impact of business operations
•
•
•
•
Targeted recruitment of a local workforce where the required skills
and expertise are available
Prioritisation of spend with local vendors, particularly in remote and
regional areas of operation
Adoption of First Nations People participation plans
In-kind and financial contributions to support community initiatives
Other Stakeholder Groups
This includes suppliers, contracting partners, government agencies and other regulatory bodies.
Areas of Interest
Method of Engagement
•
•
•
•
Supplier terms and conditions
Governance and risk management
Climate related disclosure
Regulatory compliance
•
•
•
Supplier pre-qualification process
Joint venture board and committee meetings
Responding to requests from government agencies and
other regulatory bodies
23
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability ReportNRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report SUSTAINABILITY AT NRW CONTINUED
MATERIAL TOPICS
The topics identified below represent the material topics assessed as relevant to the NRW Group through our
stakeholder consultation process. These material topics have been mapped to the SDGs to highlight how NRW’s
activities can support sustainable development. The Report that follows provides further information about each
material issue and how NRW, as a business, manages them in line with its sustainability objective.
Material Topic
Definition
Environment
Climate Change
Resource Use
Water Management
and Use
Considering and responding to climate related risks and opportunities, including managing NRW’s
contribution to climate change by reducing greenhouse gas emissions, where possible, from
energy use.
Reducing the amount of inputs and outputs consumed by our operations through avoidance,
reuse and recycling.
Managing the sustainable use of water through reducing and recycling water use from operations.
33
Page
29
33
Innovation
Becoming a market leader through investing in technical innovation.
Social
Safety
Maintaining a high safety standard and culture throughout the organisation and being accountable
for safety performance.
Health and Wellbeing
Supporting the mental and physical wellbeing of our people at all times.
Employee Attraction and
Development
Attracting and retaining a skilled workforce by establishing NRW as an employer of choice within
the industries and sectors in which it operates and providing its workforce access to training and
education to facilitate personal and professional development opportunities.
Workplace Culture, Diversity
and Inclusiveness
Embedding a strong corporate culture underpinned by NRW’s values and creating a diverse and
inclusive workplace where employees have a positive attitude and feel valued.
Community Engagement
Supporting the communities in which NRW operates through partnerships, sponsorships,
donations, training and employment opportunities.
Economic
Economic Performance¹
Demonstrating economic strength, strong operational efficiency and financial performance in line
with expectations.
Governance
Corporate Governance
Adopting good corporate governance practices and remaining in compliance with its obligations to
industry, government and other regulators.
Business Ethics and
Transparency
Expecting all employees to act lawfully, ethically and responsibly at all times. This includes
engaging with suppliers and contractors to mitigate the risks of, for example, modern slavery
within supply chains.
Risk Management
Implementing risk management practices across the organisation to identify, assess and manage
risks, including non-financial risks, that can materially impact the business’s sustainability
outcomes.
34
39
40
41
43
45
51
53
55
(1) NRW assesses and manages financial and operational risk within the business’s broader risk management processes, commentary on which is
included within the Annual Financial Statements.
24
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report NRW understands that responsible
environmental management in
the resources and infrastructure
sectors plays a significant role in
ensuring its long-term viability.
ENVIRONMENT
ENVIRONMENT
OUR OPERATING ENVIRONMENT AND
INDUSTRY TRENDS
NRW’s mining division operates within the capital and
carbon-intensive mining services sector. The Company
understands that the industry in which it operates, and
therefore its work has an impact on the climate. Climate
change is a rapidly evolving challenge for organisations
in all sectors. As the impact of climate change starts
to become apparent, there are increasing calls for
emissions cuts, and in response the political, legal,
regulatory investment and business environments
are evolving at an increasing pace. Organisations
in all sectors now must navigate evolving reporting
requirements, increasing stakeholder expectations,
and the transition to a low-carbon economy, creating
both risks and opportunities alike.
NRW recognises that all sectors will be exposed to the
transition to a low-carbon economy. Whilst proposed
low-carbon pathways share a common focus of driving
reduced GHG emissions, sectors with high intensity
GHG emissions, such as mining and mining services,
are facing increased pressure from stakeholders to
find solutions in the short to medium term time frames.
In acknowledging this shift, NRW is committed to
partnering with leading organisations to further the
development of low-carbon solutions that are relevant
and practical to our business’s operations.
In addition to Climate Change considerations,
Australia’s mining and mining services sector is
committed to the protection and restoration of our
unique environment and national heritage values. In
addition to strict regulatory requirements, currently
under review by the Australian Government in response
to the “State of the Environment Report” released in July
2022, the industry is evolving to undertaking a range of
voluntary conservation activities and partnering with
local communities and First Nations people to support
enduring environmental outcomes. The programs,
supported by the mining services sector, extend well
beyond the mine to surrounding regional areas. NRW
acknowledges that mining and infrastructure projects
can generate a large amount of waste, can require
large amounts of water and without appropriate
mitigating controls, can have the ability to impact water
quality offsite and within the broader environment.
NRW is committed to a partnership approach, where
we work with our clients and stakeholders to make
these conservation activities a reality.
27
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report ENVIRONMENT CONTINUED
OUR STRATEGY AND MANAGEMENT
APPROACH
The effective management of our environmental
aspects and impacts is fundamental to NRW’s approach
to the delivery of our services. NRW is committed to
managing our obligations to the environment in a
responsible manner and to mitigating the impact of our
activities on the natural environment.
We do this by continually striving to improve the
sustainability of our operations by developing and
implementing environmental systems, strategies and
plans to minimise harm to the environment, meeting our
environmental compliance obligations, and engaging,
where required, environmental professionals to monitor
compliance with these obligations and encourage
positive behaviour and high-quality outcomes.
We recognise that our approach to the environment
impacts NRW’s reputation, business value and
ultimately shareholder returns. Our environmental
approach and commitments are outlined in the
following documents:
• Group Sustainability Policy
• Group Climate Position Statement
•
•
Business-specific Environmental Policies
Business-specific Corporate Social Responsibility
Policies
These policies are critical to ensuring our employees
and broader stakeholder groups are engaged with and
aware of NRW’s environmental commitments.
We place significant emphasis on ensuring effective
controls are implemented through our business and
continuous improvement through lessons learned
to sustain the natural environment. We do this
through NRW’s environmental management systems
(accredited to AS/NZ ISO 14001:2015) which provide
the foundation for consistent delivery of the highest
level of environmental management across projects.
These systems ensure a consistent approach to
identifying and controlling environmental hazards and
risks and monitoring our environmental performance
across the entire organisation.
Every project NRW undertakes involves careful
environmental planning from project inception to the
operational stages to identify environmental obligations
and to set management procedures.
However, NRW has relatively low ‘operational control’
over a substantial amount of our emissions and
project-specific environmental plans which include
water management and resource use. Instead, these
are controlled by our clients, the owners of the mining
tenure and accompanying resources. Generally,
NRW’s operations are under the direction and control
of our clients, including a requirement to work in
accordance with the site policies, health and safety
practices and environmental management plan.
Within the facilities that we do manage, including
workshops and offices, we are committed to addressing
the environmental impacts of these operations in a
sustainable manner.
ENVIRONMENTAL-RELATED MATERIAL TOPICS AND PRIORITY SDGs
Material Topic
Priority SDG
Priority SDG Indicator
Climate Change
SDG 13 – Climate Action
Sub-goal 13.1: strengthen resilience and adaptive capacity to
climate-related hazards and natural disasters in all countries
Resource Use
Water Management and Use
Innovation
SDG 8 – Decent Work and
Economic Growth
SDG 9 – Industry, Innovation,
and Infrastructure
Sub-goal 8.2: achieve higher levels of economic productivity
through technological upgrading and innovation, including
through a focus on high-value added and labour-intensive
sectors
Sub-goal 9.1: develop quality, reliable, sustainable and
resilient infrastructure, to support economic development
and human well-being
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
28
ENVIRONMENT CONTINUED
CLIMATE CHANGE
MANAGING CARBON EMISSIONS
Responding to the challenges presented by climate
change, including the physical and transitional risks
associated with moving to a low-carbon economy,
is critical to our ability to operate sustainably. NRW
is committed to reducing our impact on the climate
and providing transparent reporting in regard to our
climate related disclosures.
As stated in NRW’s climate position statement,
we acknowledge that climate change is one of the
significant issues that will impact the long-term
prosperity of the global economy and our way of life.
As a business, we seek to operate across a range
of commodities, including critical minerals important
for the world’s transition to low-carbon energy. A key
challenge for us is the effective management of our
carbon-related activities and the implementation of
strategies to reduce our GHG emissions.
As a contractor to the civil, resources and infrastructure
sectors, NRW’s mine site GHG emissions typically
increase or decrease proportionally in line with the
contracted workload. NRW has determined its GHG
emissions boundary using the definition of ‘operational
control’ as prescribed by the National Greenhouse
and Energy Reporting Act 2007 (NGER Act). The
NGER Act introduced a single national framework for
the reporting of Greenhouse Gas (GHG) emissions,
energy use and energy consumption.
In accordance with the NGER Act, NRW is not
required to include Scope 1 and Scope 2 GHG
emissions on sites where it does not have
‘operational control’ of ‘facilities’. However, we
are required to report this data to the entity that does
have operational control for inclusion in their NGER
assessment, data which NRW provides to clients
in monthly environmental reports. This concept is
consistent with how NRW internally tracks, manages
and reports on GHG Emissions.
NRW has areas of its business with Scope 1 and
Scope 2 GHG Emissions, including a heat treatment
facility, workshops, office buildings, transport-related
emissions (pre-entry to site), and company vehicles.
NRW does not currently exceed the legal threshold
for reporting GHG Emissions under the NGER
Act, however our FY22 GHG Emissions have been
disclosed within the Performance Data Tables. NRW
did not experience a material increase or decrease
in emissions intensity in FY22 compared to FY21.
The slight decrease in energy intensity during FY22
was due to our Welshpool heat treatment facility
drawing less pipeline natural gas due to operational
requirements.
During FY22, NRW began work to chart our Group’s
transition and pathway to emissions reduction through
the formation of the Decarbonisation Working Group.
The purpose of this group is to formulate and execute
a strategy that maps the Company’s pathway to a
practical and appropriate level of decarbonisation for
the business. Work will initially focus on reducing the
Group’s Scope 1 and Scope 2 emissions.
We will continually seek improvements in energy efficiency across our business to reduce the carbon intensity of our operations
and minimise the impact on the environment. We are committed to doing this through a focused effort on business partnering
opportunities.
Carbon Reduction Initiatives
NRW Civil and Mining Change Out
of Transport Fleet
NRW has purchased two new prime
movers to join the transport and
logistics fleet. These new trucks
have replaced ageing fleet, and more
importantly have new fuel-efficient
technology that has reduced fuel
burn by 18% over the previous
model.
Staggered Solar Powered System
Roll Out Across the Business
NRW Civil and Mining Consider
Carbon Emissions in Equipment
Purchasing
NRW Group has been continually
assessing our ability to roll out
solar powered systems across our
offices, workshops and facilities,
in conjunction with and subject to
landlord discussions and approvals.
At this stage, we have an in-principle
agreement to install a 99kWp
Solar Powered System at one of
our Hazelmere workshops, and
another designed 99kWp solar roof
installation at our Head Office.
NRW recognises the benefits of
these transitional steps towards the
wider adoption of renewable energy
across the business. For example,
DIAB Engineering’s solar powered
system on the Geraldton workshop
produced approximately 110Mwh in
the last twelve months reducing our
carbon emissions by 110t.
A key element of NRW Civil and
Mining’s new equipment purchase
assessment and selection criteria
considers the environmental impacts
of operating assets over their
economic life cycles.
NRW Civil and Mining recently
purchased two 600 tonne face
shovels for its Karara project. These
shovels incorporate the latest
energy conservation technologies
that are expected to reduce carbon
emissions by up to 15% over the
previous model. This is an estimated
seven thousand tonne reduction in
carbon emissions over the contract
term. This upgrade and subsequent
GHG Emission saving directly
benefits our client, who reports on
the project’s GHG Emissions under
the NGER framework.
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NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability ReportNRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
ENVIRONMENT CONTINUED
TASKFORCE FOR CLIMATE RELATED
FINANCIAL DISCLOSURE
In FY21, NRW committed to adopting a phased
approach to the TCFD Recommendations. In this
report, NRW reports for the first time in line with
the TCFD recommendations under the headings
of Governance, Strategy, Risk Management, and
Metrics and Targets.
The Financial Stability Board established the industry-
led TCFD to develop a voluntary, consistent, climate-
related financial disclosure framework for use by
companies in providing information to investors,
lenders, insurers and other stakeholders.
The TCFD developed
recommendations
disclosures
across all sectors.
on
that are applicable
four widely adoptable
financial
climate-related
to organisations
These disclosures allow for more effective risk
assessments, better-informed capital allocation
decisions and better strategic planning with regards
to climate. The TCFD structured its recommendations
around four thematic areas that represent core
elements of how organisations operate: Governance,
Strategy, Risk Management and Metrics and Targets.
CORE ELEMENTS OF RECOMMENDED CLIMATE-RELATED FINANCIAL DISCLOSURES
Governance
Strategy
Risk
Management
Metrics &
Targets
The organisation’s governance around climate-related risks
and opportunities.
The actual and potential impacts of climate-related risks and
opportunities on the organisation’s businesses, strategy, and
financial planning.
The processes used by the organisation to identify, assess
and manage climate-related risks.
The metrics and targets used to assess and manage relevant
climate-related risks and opportunities.
is utilising
the TCFD Recommendations
NRW
as the key driver not only to improve climate-
related disclosure, but for integrating climate risk
management into company practices. Consequently,
and as outlined in FY21, NRW is planning to adopt
a phased approach to implementing the TCFD
Recommendations, as shown below.
NRW’s internal expertise in the area of climate related
risks is developing. NRW has aligned our climate-
related disclosures with the TCFD Recommendations.
By aligning to the TCFD Recommendations, NRW
has a clear structure for assessing climate-related
risks and opportunities, and integrating these risks
and opportunities into our strategic decision making.
Our actions in FY22 focused on alignment with the
Governance recommendations. It is expected that
actions in FY23 will address Risk Management and
Strategy, with further alignment to Metrics and Targets
expected in FY24 and beyond.
Identify & Plan
Update & Integrate
Adopt & Implement
Define governance and management of
climate-related risks.
Update corporate policies and integrate
climate-related processes.
Set metrics and targets for climate-related
disclosure and perform scenario analysis.
•
•
•
•
Define how climate-related risks and
opportunities will be governed and
managed within the business.
Set corporate strategy and risk appetite
with respect to climate-related risks.
Identify industry best practice and
relevant benchmarks, and perform a
gap analysis.
Perform a high level climate-related
risk assessment.
•
•
•
Update corporate policies to reflect
governance and management
frameworks.
Integrate climate-related risk
assessments into enterprise wide risk
management frameworks.
Assess climate-related risks and
opportunities against business policies
and procedures.
•
•
•
Set metrics and targets for the
business to guide and measure
climate-related performance.
Perform scenario analysis to test
business resilience.
Integrate results into strategic
business planning.
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NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
ENVIRONMENT CONTINUED
TASKFORCE FOR CLIMATE RELATED FINANCIAL DISCLOSURE
TCFD Recommendation
NRW Approach
Our Progress
GOVERNANCE Disclose the organisation’s governance around climate-related risks and opportunities.
Describe the Board’s oversight
of climate-related risks and
opportunities
The NRW Board is responsible for the oversight of the strategic direction
across NRW. The Board has delegated responsibility for ESG matters,
including climate-related topics, to the Sustainability Committee. Together,
NRW’s Board and Sustainability Committee oversee the governance of
climate-related risks and opportunities.
In accordance with the Sustainability Committee Charter (https://nrw.com.au/
about-us/corporate-governance/), the Committee is responsible for making
recommendations to the Board regarding the Company’s climate change
strategy, providing oversight to ensure both physical and transitional climate-
related risks and opportunities which affect the Company’s ability to achieve
its objectives are identified, assessed and where relevant, mitigated, and
agreeing and monitoring climate-related metrics and targets. This includes
oversight of a climate change strategy that maps the Company’s pathway
to a practical and appropriate level of decarbonisation for the business. The
Committee reports to the Board periodically throughout the year on NRW’s
climate-related activities.
The Sustainability Committee endorses policies that are relevant to the
Company’s management of climate-related risk, sustainability, and other
key topics. The Sustainability Committee also oversees the management
of specific climate-related risks and opportunities through regular review of
global best practice, internal compliance programs and relevant sustainability
frameworks.
Updated Committee
Charter to reflect
‘climate-related’ risks
and opportunities
Three Committee
meetings held during
FY22 with all members
in attendance
On recommendation
from the Committee,
the Board endorsed
NRW’s Climate Position
Statement
Describe management’s role
in assessing and managing
climate-related risks and
opportunities
The NRW executive team is responsible for the strategic and operational
leadership and management of the Company, which includes the
management of climate-related risks and opportunities. The Executive
General Manager – Health, Safety, Environment and Sustainability (EGM –
HSES) is charged with coordinating and updating the Board and Committee
on management’s progress and activities in this regard at each Committee
Meeting.
Published NRW’s
Climate Position
Statement
Establishment of
the Decarbonisation
Working Group
Supporting the EGM – HSES is the Sustainability Working Group. This Group
consists of cross-functional members and contains representation from
each of our business units. The Group meets monthly. Climate-related risks
and opportunities and agreed actions are discussed in these forums and
escalated, when required, to the Committee via the EGM - HSES.
Work to enhance
management’s role in
climate-related matters
will continue during
FY23
During FY22 NRW established a second working group to further support
the EGM – HSES on more climate-specific matters. The Decarbonisation
Working Group is responsible for matters and activities related specifically
to decarbonisation projects to reduce NRW’s carbon emissions. The
working group will support the integration of climate change strategy into
our businesses and be pivotal in progressing internal GHG targets across
operations, ensuring that these are aligned with the Board’s commitments (as
and when they are established). The working group is comprised of subject
matter experts and meets monthly.
NRW’s management is responsible for reviewing and monitoring, and
reporting to the Board where appropriate, on matters including:
• The effectiveness of the Group’s policies, systems and governance
structure in identifying and managing climate–related risks that are
material to the Group.
• The coordination and review of climate-related risks, strategy,
and reporting.
• The development and implementation of initiatives regarding
emissions reduction.
• The policies and systems for ensuring compliance with applicable legal
and regulatory requirements associated with climate–related matters.
• The Group’s performance in relation to climate-related matters.
• The Group’s reporting regarding climate–related matters.
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ENVIRONMENT CONTINUED
TCFD Recommendation
NRW Approach
Our Progress
STRATEGY Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy
and financial planning.
Describe the climate-related
risks and opportunities the
organisation has identified
over the short, medium and
long-term
Whilst NRW has not yet performed a comprehensive analysis of the potential
impacts of climate change on its business, and therefore not fully identified
the impacts of climate-related risks and opportunities on its business,
strategy and financial planning, it does recognise that ‘climate-related risks’
are present and require mitigation. These risks have been disclosed in the
Risk Management & Corporate Governance Statement contained in our
Annual Report.
Describe the impact of climate-
related risks and opportunities
on the organisation’s
businesses, strategy and
financial planning
In addition, our existing business unit strategy process considers key
external drivers over the short, medium and long term. Consideration of
these key drivers is built into the strategy sessions, and includes the impacts
of climate-related risks and opportunities on our business units and business
unit strategy.
NRW is committed to improving our disclosure of the actual and potential
impacts of climate-related risks and opportunities on the organisation’s
business, strategy and financial planning.
Describe the resilience of the
organisation’s strategy, taking
into consideration different
climate-related scenarios,
including a 2°C or lower
scenario
RISK MANAGEMENT Disclose how the organisation identifies, assesses and manages climate-related risks.
Describe the organisation’s
processes for identifying and
assessing climate-related risks
NRW’s overall approach to risk management is described in the Risk
Management & Corporate Governance Statement contained in our Annual
Report.
Describe the organisation’s
processes for managing
climate-related risks
Describe how processes for
identifying, assessing and
managing climate-related
risks are integrated into the
organisation’s overall risk
management
NRW identifies, manages and discloses climate-related risk in line
with the Group risk management process, and as part of our standard
business practices. The risk management process comprehensively sets
out the requirement for consistent identification, assessment, escalation,
management and monitoring of risks across the Company.
NRW is committed to continuously improving our risk management process
in alignment to the TCFD Recommendations. NRW is looking to enhance its
risk management processes for identifying, assessing and managing climate-
related risks with a view to further integrate climate-related risks into our
overall ERM framework. This work is due to commence during FY23.
Disclosure of
climate-related risks and
mitigating factors in our
Risk Management &
Corporate Governance
Statement
Considered
climate-related risks and
opportunities over the
short, medium and long
term within business
unit strategy sessions
Work to improve
NRW’s identification and
disclosure of actual and
potential climate-related
impacts is scheduled to
commence during FY23
Work to enhance
NRW’s climate-related
risk management
processes is scheduled
to commence during
FY23
METRICS AND TARGETS Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities,
where such information is material.
Disclose the metrics used by
the organisation to assess
climate-related risks and
opportunities in line with its
strategy and risk management
process
NRW discloses our energy consumption, Scope 1 and Scope 2 GHG
emissions and carbon intensity per million dollars ($M’s) of revenue as part of
our annual sustainability reporting. We calculate our GHG emissions in line
with the Australian National Greenhouse and Energy Reporting Act (2007),
and as administered by NGERs.
Disclose Scope 1, Scope 2
and, if appropriate, Scope
3 GHG emissions and the
related risks
Describe the targets used by
the organisation to manage
climate-related risks and
opportunities and performance
against targets
NRW recognises that the setting of targets drives business decisions aligned
to manage climate-related risks and opportunities, and ultimately reduce
carbon emissions. NRW also recognises that the pathway towards a low-
carbon economy is a shared responsibility and is committed to ensuring that
our operations and businesses express targets and take actions that drive
outcomes. However, NRW is still in the process of understanding the climate-
related risks and opportunities for our business. Therefore, NRW has not set
any climate related targets.
Disclosed energy
consumption, Scope 1
and Scope 2 Emissions,
and carbon intensity per
$M’s revenue
Work to set the
metrics and targets
used to assess
climate-related risks
and opportunities is
expected to commence
in FY24 and beyond
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NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report ENVIRONMENT CONTINUED
RESOURCE USE
WATER MANAGEMENT AND USE
Across NRW, our teams, executives and business
partners are committed to reducing our waste footprint
and attaining more sustainable waste outcomes.
Waste generated by NRW consists primarily of
general waste, sewerage and wastewater, tyres,
batteries, scrap metal, oils and lubricants from
company workshops. All waste is segregated into
its respective waste streams on site, or at locations
with appropriate recycling facilities. Waste types are
generally tracked and recorded at each project site for
review and, where possible, reduction.
All NRW operations are required to have waste
management plans in place which address waste
transportation
elimination, minimisation, storage,
and disposal. These waste management plans
are contained within
the project environmental
management plan which is specific to each of the sites
where NRW operates. These plans are in place to
control the risks of waste impacts on the environment
and local communities.
NRW is committed to sustainable water management
and use. We work with our clients to prevent
contamination and wastage on each project site. This
is in recognition of the potential for the offsite impacts
to water quality, as well as water being a limited
resource.
We recognise that water management and use is
important to our stakeholders; however, it is not a
significant resource use for the Company. Access to,
and the monitoring of water is commonly provided
by our clients. This includes site specific water
management plans which are often contained within
the broader project environmental management
plan and are developed by our clients. These
the
environmental management plans describe
specific requirements, procedures and measures that
will be implemented for each project in the appropriate
management of resources, including water. NRW
adheres to all project environmental management
plans whilst operating on site.
RCR Implemented Closed System Wash Bay
RCR designed and installed a closed wash bay system at their Bunbury operations which improves the collection of
contaminated water and prevents it from leeching into the water table. The wash bay is designed to contain all waste water,
waste solids and hydrocarbons within the facility during the cleaning process of plant and equipment, and includes a water
recycling unit. Water used during the cleaning process is independent of the mains water supply and is recycled for re-use.
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The outcomes of the closed system wash bay include:
• Reduced water usage during the cleaning process.
• Improved ease of separation and removal of waste from contaminated water.
• Protection from contaminants entering the surrounding environment.
We recognise that the pathway towards
a low-carbon economy is a shared
responsibility and requires significant
investment and technological innovation
from all stakeholders.
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NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
ENVIRONMENT CONTINUED
INNOVATION
We are committed to empowering our people to seek
innovative, safer and more efficient ways of working.
NRW regards the ability to adapt, innovate and leverage
technology as being vital to all of our businesses’ long
term success. We recognise that our people need to
keep up with evolving technology, industry trends,
new product and service development and delivery,
and evolving customer requirements in order to
continue to deliver work above industry standard. We
continue to support them with effective and innovative
training and development opportunities that build the
right skills and capabilities for future success.
In recent years the mining industry has seen a
significant push towards decarbonisation through,
for example, the adoption of renewable energy. NRW
acknowledges that the ability to adapt, innovate
and leverage technology in this space is vital to all
our businesses’ success. Therefore, at NRW, our
innovation agenda is centered around ensuring we
are equipped to transition our business, and support
our clients’ transition, to a low-carbon economy
by focusing our actions on low-carbon initiatives.
This requires NRW to work closely with our clients
to understand their needs, and partner with other
organisations (where required) to design and deliver
against those needs.
NRW has initiatives underway to support decarbonisation through the delivery of innovative lower carbon technological solutions.
Innovative Solutions for Our Clients
RCR’s Kiruna Wagon Helix
Dumper
Primero’s Commercial
Demonstration Hydrogen Plant
RCR’s In-Pit Crushing and
Conveying
RCR, in partnership with Kiruna
Wagon, has the technology to offer
clients a more energy-efficient
solution for unloading heavy, fine-
grained bulk goods. The Kiruna
Wagon Helix Dumper requires less
energy than its traditional car dumper
alternative due to the innovative
unloading station and discharge
process.
Primero has successfully completed
construction and cold commissioning
of the Commercial Demonstration
Hydrogen Plant for Hazer
Group Limited. This production
demonstration plant will be a global
and Australian first in adopting a new
hydrogen and graphite technology.
RCR offers In-Pit Crushing &
Conveying units that are designed
to meet the needs of modern mining
practices through a combination of
feeding, screening, crushing and
processing functions mounted on a
single self-propelled mobile platform.
This award-winning innovative
product design, when compared to
traditional mining/haul solutions,
reduces carbon emissions by 75%.
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NRW recognises that in order to deliver work above industry standards, we must invest in ways to improve
our safety performance, and that of our clients. This has resulted in a continued focus on innovative safety
measures to reduce or eliminate critical risk areas throughout our operations. NRW is proud to design, develop
and commercially produce innovative safety tooling systems that are highly valued by our clients.
Action Equipment Solutions Develops Critical Risk Mitigation Solution
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Action Equipment Solutions was approached by our client, following a fatality at their site, to come up with a system that
eliminated the critical risk element of an equipment part change-out.
Action Equipment Solutions developed the tooling and system of works to eliminate the critical risk area, tested it, and deployed
it onto our equipment. This option is now commercially available to our clients for purchase, and significantly mitigates the
safety risk associated with this process.
Due to the commercial success of this offering, Action Equipment Solutions is investigating similar technological processes
and applying this to other equipment part change-outs. Currently, a prototype has been developed and may be made available
commercially in the future.
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
34
NRW’s long-term success depends
on the safety, wellbeing and
development of its people and the
communities in which it operates.
SOCIAL
SOCIAL
OUR OPERATING ENVIRONMENT AND
INDUSTRY TRENDS
A major focus of the State and Federal Governments’
economic response to COVID-19 is to stimulate the
economy and job creation through construction and
infrastructure spending. This, coupled with strong
commodity demand, has created high competition for
a limited resource pool that has already been affected
by border closures and travel restrictions. This has led
to record low unemployment rates and critical worker
shortages across the industry impacting project costs.
NRW requires an appropriately skilled workforce in
order to deliver our projects safely to a high standard
and meet our mission to be the “contractor of choice”.
NRW has not been immune to these impacts within
our operations – creating an even greater focus on
supplementing our existing skilled workforce with
more trainees and apprentices.
In addition to workforce shortages impacting the
industry, employee expectations have evolved over
the past decade. The evolution of technology has
allowed for more flexible work arrangements, social
pressures to increase equality, diversity and inclusion
(particularly in the mining and mining services sector,
and in leadership roles) have intensified, and the
focus on employee mental health and wellbeing is
the forefront of employer’s minds – particularly on the
back of the COVID-19 pandemic. Creating positive
social change is therefore rising to the top of many
corporate agendas – driving broad executive priorities
and filtering down to every project.
NRW values effective health and wellbeing programs
that encourage our employees to operate at their best,
leading to improved physical and mental wellbeing,
increased employee engagement and ultimately
employee retention – which is critical in the current
limited resource labour market.
Within the mining sector, stakeholders also have
heightened their focus on a wide range of corporate
behaviours including those related to organisational
culture. Organisational culture has been a highly
publicised issue over the past 12 months following the
‘Enough is Enough’ inquiry into sexual harassment
against women in the FIFO mining industry. The
final report, which makes 24 recommendations to
identify and address these issues at the employer,
industry, regulatory and legislative levels, was tabled
in the Western Australian Parliament in June 2022.
The inquiry found that ultimately, companies are
responsible for what happens in workplaces, and
for setting standards of acceptable behaviour. NRW
recognises
importance of an organisational
culture that fosters a safe and harassment-free work
environment for its people.
the
NRW has taken several steps to ensure we remained
focused on creating a strong workplace culture that
includes zero tolerance towards sexual harassment.
These steps included employee engagement to
understand our workforce attitudes and experiences
and have culminated in an agreed action plan
which received executive support for roll out to
our businesses. NRW’s position is clear – sexual
harassment is not tolerated anywhere, including
within our workplace.
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SOCIAL CONTINUED
OUR STRATEGY AND MANAGEMENT
APPROACH
The nature of NRW’s operations involves high-risk
activities that if not managed correctly, could result in
accidents or incidents causing injury or loss of life for
its workforce. NRW recognises its moral, and legal,
obligation to operate in a safe manner at all times and
is committed to supporting the safety of our workforce.
This commitment was reinforced in the outcomes of
our materiality assessment, where safety ranked as
NRW’s highest priority material topic for both internal
and external stakeholders.
Our commitment to the health, safety and wellbeing
of our people and our communities is expressed
in strong safety leadership, engagement with our
workforce and stakeholders, and a continual focus on
identifying and managing risks. We also understand
we face challenges to maintain and improve our
performance, and continuously engage with our people
to safeguard against complacency in the workforce.
NRW recognises that it is our people who deliver our
services and build trusted relationships to enhance
our reputation as the contractor of choice. Therefore,
supporting the wellbeing of our people, attracting,
developing and retaining a skilled workforce, and
promoting an inclusive and diverse workplace culture
are vital to NRW maintaining a competitive advantage
and underpinning our future success.
We aim to enhance our clients’ assets and support the
communities in which we operate. We are committed
to investing in our people for the longer term by
ensuring that they are provided with opportunities to
develop new skills and capabilities through training
and education and are surrounded by a healthy
workplace culture that is collaborative and supportive.
This approach is evidenced through the following
policies, management systems and programs:
• Code of Conduct – Obligations to Stakeholders
• Diversity Policy
• Company Paid Parental Leave Policy
•
•
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Apprenticeship/Graduate Programs
Internal Leadership Programs
Employee Assistance Program
NRW’s workforce levels increased through the year
to 7,261 as at 30 June 2022 (FY21: 6,376) due to a
number of projects coming online. We anticipate this
number will increase over the coming years as new
work is secured. Of this total, 2,315 (FY21: 1,593) are
contractors typically engaged to perform blue-collar
work on site under subcontractor agreements or are
engaged through labour hire companies. The majority
of NRW’s workforce is employed under a collective
bargaining agreement. The workings conditions and
terms of employment of all other employees are
determined through normal labour market legislation
and conditions.
SOCIAL-RELATED MATERIAL TOPICS AND PRIORITY SDGs
Material Topic
Priority SDG
Priority SDG Indicator
Safety
Health and Wellbeing
Employee Attraction and Development SDG 4 – Quality Education
Workplace Culture and Diversity
SDG 5 – Gender Equality
Community Engagement
Sub-goal 4.4: by 2030, substantially increase the
number of youth and adults who have relevant
skills, including technical and vocational skills, for
employment, decent jobs and entrepreneurship
Sub-goal 5.1: end all forms of discrimination
against all women and girls everywhere
Sub-goal 5.5: ensure women’s full and effective
participation and equal opportunities for leadership
at all levels of decision-making in political,
economic and public life
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NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report SOCIAL CONTINUED
SAFETY
At NRW safety is a core value and intrinsically linked
to the way we work. NRW is committed to delivering
that are known,
safety management practices
valued, understood, and implemented by our leaders,
employees and contractors. NRW
is constantly
striving to be a leader in safety management and in
the provision of a safe workplace. NRW is committed
to eliminating incidents and injuries through a critical
risk reduction and risk control approach. We aim to
create a culture where our people are engaged in the
solution to eliminate or control critical risks so that
everyone goes home safe every day.
NRW strives to provide a safe workplace for all its
people by maintaining a set of robust safety systems,
risk controls and processes. The Occupational Health
and Safety (OHS) management systems NRW
currently has in place are accredited to both AS/NZS
4801:2001, ISO 45001:2018, and the Government
funded Federal Safety Commission. These
certifications are regularly audited by external third
parties to ensure that NRW continues to deliver a high
level of safety for its workforce. Across the business,
rigid policies and procedures support NRW’s OHS
management systems, including:
•
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Project risk assessments - held prior to work
commencing on site that look to identify all project
specific risks and mitigation strategies.
Leading and lagging indicators - continuous
monitoring and analysis of indicators with regards
to safety.
Site safety meetings – including site inductions,
pre-starts, return to site briefings, and toolbox
meetings.
including critical risk
Site safe activities –
verifications, notice boards, alerts, job hazards
analysis, hazard cards and safety inspections.
training –
Safety
risk
management, incident investigation, supervisory
and systems management.
including
critical
•
Safety management plans - each project site
has OHS issues and risks which are unique to
that project. The project management team
will develop a safety management plan which
addresses how safety issues and risks will be
managed and controlled for that particular project.
Over the course of FY22, and subsequent to the
appointment of NRW’s Executive General Manager –
Health, Safety, Environment and Sustainability, NRW
has invested and furthered the below critical safety
initiatives:
• NRW researched and
trialled a number of
integrated software platforms to enhance the
collaborative interaction between all levels of the
organisation by utilising technology that drives
mobility and advancement. Implementation of the
preferred integrated system has commenced and
is due to be fully deployed in FY23. The system
builds the fundamental technology for proactive
data analytics and reporting, allowing for targeted
proactive HSE campaigns and strategic planning
with greater accuracy and in real time.
• NRW has documented our pathway forward for
Critical Risk Management. Having identified those
activities that expose the workforce to critical risk,
Bow Tie Risk assessments have been undertaken
to bring further attention to those critical controls
and framework design for safety assurance to
manage these activities.
factors
in ensuring
• NRW recognises that safety awareness and
training are critical
the
provision of a safe workplace, and it is our
responsibility to provide our leaders, employees
and contractors with access to these resources.
NRW
internal
is constantly challenging our
leadership and development programs to ensure
delivery of the most current information and
leadership practices with regards to safety.
•
Leveraging on the success of the existing NRW
Graduate Program, work is underway to further
develop and extend the program, providing NRW
the ability to tap into aspiring HSE professionals.
The program provides Graduates exposure to
real world applied practical experience across a
full range of operations.
RCR Invest in Robotic Welder Arm Technology for Safer Operations
RCR has procured a Robotic Welder Arm for use in their Bunbury workshop. The technology allows for precise and quick
results, less waste, and greater safety. The Robotic Arm eliminates the need for the operator and other workers to be
in close proximity to the welding, and in turn, eliminates the exposure to welding fumes and radiation hazards that were
previously present. Prior to the Robotic Welder Arm being installed, the process of loading bulky rollers and carry-frames
onto the cradles was conducted utilising manual handling and involved regular lifts to reposition and rotate the items to weld.
Not only did this increase the potential for manual handling injuries, it also presented the significant risks associated with the
use of lifting devices. However, as the Robotic Arm incorporates manipulators, the items to be welded are locked, clamped,
and bolted in position and the robot rotates the items as required during the welding process. This has had the impact of
reducing the lifting requirements by up to 75% and eliminating the manual handling involved with the task. RCR has also
designed a dedicated room for the Robotic Welder Arm and installed guarding, screens, additional ventilation units and light
curtains. The safety barrier acts in the capacity of a “de-energisation switch” that automatically de-energises the Robotic Arm
Welder if the barrier is breached.
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SOCIAL CONTINUED
HEALTH AND WELLBEING
NRW recognises the importance of psychosocial
health awareness in the workplace and the benefits
of effectively addressing mental health issues within
its workforce. We understand that effective health
and wellbeing programs encourage our employees to
operate at their best, leading to improved physical and
mental wellbeing, increased employee engagement
and ultimately employee retention.
services
counselling
We provide health and wellbeing programs and
benefits to our workers and their families, including
employee assistance programs that provide free
professional
addressing
personal and professional related issues and career
advice and coaching. These platforms, accessible
24/7 and from any device, host a variety of content
like learning modules, videos and animations, articles,
blogs, podcasts, meditations, self-assessments,
activities and resources toolkits – all aimed at allowing
employees, or their family members, to improve their
mental health and wellbeing.
Supporting our health and wellbeing programs are
the following employee benefits, selected to ensure
our workforce, and their families, have access to
appropriate and adequate health services.
• NRW maintains a corporate partnership with
a variety of
insurance providers who offer
our employees, and their families, access to
discounted private health insurance. This enables
our workforce, and their families, to have access
to essential medical and health care.
• NRW provides basic Income Protection for our
employees through our corporate arrangement.
Under this arrangement employees are covered
for accidental injury and sickness benefits payable
in the event of temporary total disablement from
injury or illness for a sustained period of time.
•
As part of NRW’s corporate arrangement
with MLC Insurance and Masterkey Business
Superannuation, our employees have access
to a unique service that allows them, and their
families, access
leading medical advice
through a benefit called Best Doctors.
to
During FY23, NRW will conduct a review of health and
wellbeing programs and benefits to ensure that our
employees continue to have the appropriate support.
In addition to several campaigns relating to physical health, NRW has an increasing focus on mental health and wellbeing.
Employee Health & Wellbeing Initiatives
Primero Develop Mental Health
Strategy
Primero has designed a Mental
Health Strategy and commenced
deployment in FY22. The strategy
initially focused on establishing and
understanding current workplace
practices and sentiment through
employee engagement surveys and
analysis.
In addition, the business is
committed to performing a business
system gap analysis, increasing
training and development of its
workforce in the area of psychosocial
health and wellbeing, and furthering
employee engagement strategies.
NRW Civil & Mining and Action
Drill and Blast Support Mental
Health and Breast Cancer
Awareness on Site
Mental Health First Aid Rolled
Out at the Action Drill & Blast
Business
Action Drill & Blast has rolled out
mental health first aid training as
part of their Performance Leadership
Development Program. Delivered by
clinical psychologists, the program
provides an overview of mental
health to increase awareness. It
equips participants with tools to deal
with their own mental health realities,
in addition to identifying, supporting
and referring others with accessing
help.
NRW Civil & Mining is supporting
breast cancer and mental health
awareness on the Karara project
site. The project team has elected
to paint two dump truck trays blue
in recognition of mental health
awareness, and two dump truck trays
pink for breast cancer awareness.
Action Drill & Blast is supporting the
Blue Tree Initiative with a blue drill
rig on the Greenbushes site. They
are also promoting breast cancer
awareness with a pink ute stationed
at Roy Hill, and a pink bus at the
Karara work site.
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SOCIAL CONTINUED
EMPLOYEE ATTRACTION AND DEVELOPMENT
TRAINING AND DEVELOPMENT
To support NRW’s continued growth, the Company
remains committed to training and developing its
people. Investing in its people not only ensures
the Company has the right skills, but also provides
for personal
its workforce with
and professional development and aids employee
retention.
the opportunity
During the year, we designed and ran leadership
programs throughout our businesses focused on
developing and supporting our people to foster high
performing teams and to lead effectively.
The internal programs are aimed at newly appointed
supervisors (Supervisor Toolkit Training) and senior
supervisors (NRW Leadership Training) and cover
off on critical areas such as creating strong team
culture, conflict management, problem solving,
change management and productive systems. In
addition, NRW continued to increase its focus on
apprenticeships, graduates and traineeships during
FY22.
NRW continues to provide a number of traineeships
and entry-level employment opportunities to females
and Aboriginal and Torres Strait Islander People
to support skills and training and create a diverse
workplace. This is generally done through the NRW
Training Centre with jobs available post-completion of
their training at NRW.
NRW Training Centre
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NRW has established a training facility to give opportunities for unskilled people to join the mining industry. This facility will
allow NRW the ability to address the skills shortage experienced during FY20 and FY21 by providing training and development
opportunities to the local unskilled and skilled workforce. NRW is also committed to running courses targeted at Aboriginal
and Torres Strait Islander Peoples and female trainees to increase participation from these sections of the workforce.
The training facility officially opened during FY22 with 36 participants having completed training and are now mobilised to
NRW sites. NRW is proud to say that 50% (18) of participants who completed the training are female, and 2 identify as
Indigenous.
More than 200 apprentices participated
in Apprenticeship Programs specialising
in automotive, fabrication and mechanical
works.
85 graduates and undergraduates
were onboarded through a graduate
training program, including engineering,
surveying and commerical contracts
students.
60 staff participating in formal training
programs.
295 staff were selected and completed
internal Leadership & Development programs.
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NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
SOCIAL CONTINUED
EMPLOYEE ATTRACTION
Our people are our greatest asset and essential to
our long-term success. Activity levels remain strong
within the sectors NRW operates in, which continues
to stretch the already limited skilled labour talent pool.
This, combined with NRW’s large workforce, increases
the importance of providing an inclusive workplace
that not only attracts, develops and retains a skilled
workforce but also recognises, values and manages
talent over the longer term. At NRW, we strive to be
an employer of choice for our people.
NRW employs a high-performing, experienced and
appropriately qualified workforce who provide a
wealth of knowledge at all levels of the business. The
Company is particularly pleased to have a workforce
that consistently returns to NRW as more projects are
secured and positions become available. Previous
NRW employees are considered as first preference
wherever possible, and employees are transferred
from completed projects to new projects to ensure
retention of a skilled workforce.
NRW Civil & Mining Responding to the Competitive Labour Market
Given the increased demand for mining services during FY22, NRW Civil and Mining has experienced tightened labour
availability and higher turnover rates. In response, NRW Civil and Mining has employed the following recruitment initiatives
to attract and retain our people:
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Trade Upskill Program – we have implemented a trade upskill program for light vehicle fitters and heavy-duty fitters
Increased Apprenticeships – we have increased capacity of our apprenticeship programs to allow for increased
attrition rates across the industry
Graduate and Undergraduate Programs – we have extended our graduate and undergraduate programs to identify
and attract talent
Operator Training Facility – a total of 36 participants were trained in the NRW Training Centre in FY22
International Recruitment – an international focus on trade qualified maintenance employees and civil professionals is
currently underway to tap into the international labour market
Financial Incentives – the provision of sign-on bonuses offered for site-based employees
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
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SOCIAL CONTINUED
WORKPLACE CULTURE, DIVERSITY AND INCLUSIVENESS
Diversity and inclusiveness contributes to business success. NRW strives to provide a
working environment that encourages respect and fairness for all participants, at all times.
WORKPLACE DIVERSITY
NRW recognises the benefits of having a diverse
workforce and seeks to create an inclusive workplace
environment where people’s diverse experiences,
perspectives, and backgrounds are valued and utilised
in our business. Creating an inclusive and respectful
workplace is recognised as a vital part of NRW’s
success and strengthening this is a focus area in FY23.
The Company has a diverse workforce in various
geographic
regions across Australia comprising
from varied ethnic backgrounds, age
employees
groups, races and gender. NRW does not discriminate
in its business practices including based on gender,
age, ethnicity, religion or cultural background.
The Company ensures that all employees are provided
with the same opportunities through open and honest
communication, training and development opportunities
and annual remuneration reviews.
NRW’s objective is to increase participation across a
range of demographics to ensure the Company recruits
and retains a skilled workforce and endorses a safe
and productive working environment.
In addition to supporting greater female and First
Nations People workforce participation, NRW believes
it also has an opportunity to further support people
with disabilities to enter or re-enter the workforce
with its progress in autonomous/remote-controlled
equipment operation. Work in furthering support of this
demographic is continuing.
NRW continues to focus on progressing its culture, diversity and inclusion agenda to promote business success.
Diversity Initiatives
Primero Review Internal Barriers to Equal Opportunity
Employment
Action Drill & Blast is a Proud Corporate Member of PBF
Australia Ltd (Paraplegic Benefit Fund) (PBF Australia)
Primero recently implemented a new recruitment system
and strategy. As well as reviewing their Diversity & Inclusion
program, Primero took the opportunity to review their
recruitment process, adverts, and interview questions to
remove any potential bias or barriers to equal employment
opportunities.
Throughout this process, Primero identified opportunities
to amend gendered words that may detract applications to
certain positions to more neutral terms that are inclusive and
representative of the wider labour market.
Action Drill & Blast is a corporate member of PBF Australia.
As part of this corporate partnership, Action Drill & Blast is
able to provide PBF Membership cover for employees and
their families.
In addition to PBF Membership, Action Drill & Blast has
continued to engage PBF Australia to deliver information
sessions across the business. These information sessions,
delivered to site and leadership teams, focus on the long
term physical and psychological impacts of workplace
injuries and highlight the need to focus on workplace safety.
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In addition to amending its recruitment process, Primero
is planning to run training with its hiring managers to raise
awareness of unconscious bias, scheduling for roll out in
FY23.
Action Drill & Blast is also committed to understanding its
ability to engage with people with disabilities to work within
the business. By understanding how people with disabilities
can be supported and engaged in the workforce, Action
Drill & Blast can assess its ability to further these initiatives
internally.
NRW’s female workforce participation rate
is up to 15.65%
NRW’s Indigenous workforce participation
rate has increased up to 3.32%
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SOCIAL CONTINUED
WORKPLACE CULTURE
NRW recognises that the right workplace culture
provides a significant competitive advantage in not
only attracting and retaining a talented workforce but
supporting our employees to reach their potential
and to feel valued within the workplace. NRW aims
to provide a work environment that promotes equal
opportunity and diversity, allowing employees to reach
their potential, in an environment that is free from
discrimination, harassment and bullying.
NRW’s stance is that any form of discrimination,
bullying or harassment is completely unacceptable and
has no place in any setting, including our workplace.
We are committed to providing a working environment
that encourages respect and fairness at all times and
believe that every person in our business is responsible
for behaving in a way that is safe and respectful.
NRW maintains code of conduct policies which outline
expected behaviour at all times. To supplement this,
NRW is developing an updated Workplace Behaviour
Policy – Harassment, Bullying and Discrimination,
to clearly define NRW’s position and responsibilities
regarding acceptable workplace behaviour. This will be
implemented in FY23.
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NRW Civil and Mining’s Response to Sexual Harassment within the Mining Industry
NRW Civil and Mining is responding to findings of unacceptable workplace cultures in the resources industry following
the ‘Enough is Enough’ inquiry into sexual harassment against women in the FIFO mining industry. NRW Civil and Mining
recognises the importance of an organisational culture that fosters a safe and harassment-free work environment for its people.
With an initial focus on our remote Western Australian workforce, we undertook a Diversity & Inclusion (D&I) Survey to identify
key areas of concern. Following our D&I survey, NRW Civil and Mining ran a series of focus groups to better understand the
workforce’s experience of our D&I culture and gain further insight into areas of concern.
The sessions were facilitated by independent consultants and included employees from different areas of the business (project,
position, role, tenure). Through the survey results and a series of workshops we have developed a list of initiatives that are
designed to improve our workplace diversity and culture, and ensure a safe working environment for all our employees. The
information gathered from the survey and focus groups has played a central role in shaping NRW Civil and Mining’s action plan,
which aims to promote greater diversity in our workforce and support continued improvement in our D&I strategy. The following
action item list has been endorsed by the leadership team for implementation:
•
•
•
•
•
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•
Workplace Behaviour Policy – Harassment, Bullying & Discrimination - establishes an overarching policy that defines
NRW’s position and responsibilities regarding workplace behaviour, what constitutes acceptable and unacceptable
behaviour, and the escalation process for incidents.
Sexual Harassment Training - to be provided to all employees and contractors to help build a common understanding of
what constitutes sexual harassment and will reinforce a baseline of behaviour that is expected.
Enhanced reporting and feedback process – ensuring an appropriate level of investigation is undertaken when complaints
are raised, and that employees who raise complaints are notified that the matter has been investigated and closed out
appropriately.
Future female leaders’ development – build a strong team of female leaders to support the next generation of female
talent in the business.
Gender parity pay auditing and diversity targets - ensuring equality of pay for all employees and that we are moving
toward gender parity in our business.
Diversity champions network – to complement our Equal Employment Opportunity Contact Officer program and ensures
a wider network of support for employees.
Improved awareness of the Employee Assistance Program (EAP) service, grievance reporting and whistle-blowing
process - to ensure employees know where and how to raise concerns and get support.
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SOCIAL CONTINUED
COMMUNITY ENGAGEMENT
FIRST NATIONS PEOPLE PARTICIPATION
NRW respects the importance of the First Nations
cultures and the rights of First Nations Peoples. Since
inception, the Company has successfully employed
and supported First Nations Peoples within
its
operations through training programs, employment,
subcontracting and partnering opportunities. We also
value the opportunity to work with our clients to provide
opportunities for First Nations Peoples participation
across our projects.
NRW has a proud history of partnering with First
Nations businesses across Australia. Current
and past joint venture partners include Ngarluma
and Yindjibarndi People (represented through the
Ngarluma and Yindjibarndi Foundation Limited),
Eastern Guruma People (represented by Eastern
Guruma Pty Ltd), Njamal and ICRG Joint Venture and
Eastern Guruma and Wirlu-Murra Enterprises.
As NRW continues to diversify its business and
increase its national footprint, the Company embraces
the ongoing opportunities to learn from, and work
with, First Nations People and their communities.
NRW is focused on continuing to develop these
relationships by supporting local community initiatives
and harnessing community expertise and leadership.
Innovative Business Partnering with IronMerge and NRW
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IronMerge is a Supply Nation business providing employment and procurement services to the resources and infrastructure
sector. IronMerge delivers genuine opportunities to recirculate wealth within the communities of their clients and build
sustainable employment pathways for Pilbara First Nations Peoples. NRW is proud to partner with IronMerge under the above
arrangement.
In September 2021, IronMerge commissioned its Komatsu 30t PC290LC Excavator to work for NRW. The Komatsu machine
was purchased by IronMerge and will be hired out to NRW for initial deployment on the FMG Iron Bridge project, operated by
an experienced IronMerge driver.
The acquisition of the new excavator by IronMerge was made possible by NRW’s commitment to engaging First Nation business
leveraging a sustainable and innovative framework. IronMerge Chairman, Ian Taylor, acknowledged the support of NRW at the
commissioning ceremony, “IronMerge is proud to take its relationship with NRW to the next level with the deployment of this
new Komatsu excavator. It will be working on Nyamal Country, operated by IronMerge and delivering local impact”.
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SOCIAL CONTINUED
COMMUNITY INVESTMENT AND SUPPORT
•
Recognising our responsibility to contribute back to
society, NRW strategically invests in our communities
through financial and in-kind means. NRW has an
established tradition of supporting the communities in
which we operate. By supporting local communities
NRW ensures ongoing community
its
operations now, and in the future.
trust
in
Our ties to our communities are strengthened by
our employees, contractors and their families who
often live in our operating areas, and through our
relationships with educational institutions and charities
local to our operations.
to
NRW contributes
the social and economic
prosperity of local communities through employment,
education, business development and
in-kind
donations and community contributions. NRW seeks
to
identify community sponsorship opportunities
and partnerships that align the interests of the local
communities with NRW’s values. These sponsorships
and opportunities are selected based on their capacity
to positively impact the local community and enhance
NRW’s reputation as the contractor of choice.
The NRW Group has contributed financially and in-
kind support to numerous organisations throughout
FY22, including:
• Donations to major charities including GIVIT,
Perth Homeless Winter Appeal, Mates
in
Construction and Foodbank Australia.
•
•
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Sponsorship of sporting programs that aim to
meet specific local community needs including
the Northampton Australian Rules Football
Club and the Boggabri & District Rugby League
Football Club.
In-kind support for community organisations such
as the donation of scrap metal and timber to local
Men’s Shed and the donation of furniture to a
local YMCA youth hostel.
for employee efforts
Support
fundraising
activities including the Cancer 200 and MSWA
Ocean Ride, the Push-Up Challenge, Movember,
and World’s Greatest Shave initiatives.
in
Engagement with and support of
relevant
education programs such as an annual donation
to
the Greenbushes Primary School Digital
Technologies Program, the facilitation of mine
site excursions for the GFG Foundation Student
Program, and the development of a Primero
Group Scholarship with WA School of Mines to
financially support students to pursue a degree
in metallurgy.
Active sourcing of goods and services from local
communities, in particular Bunbury, Geraldton,
Tom Price, Karratha and Kalgoorlie, to support
local businesses and employment.
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NRW is proud to support numerous organisations to achieve mutually beneficial partnerships for long-term societal benefits.
Community Engagement
Golding Contractors Partners
with GIVIT to Support Local and
Regional Communities
Golding Contractors has been a
GIVIT national partner for three
years. GIVIT is a national not-for-
profit organisation ensuring people
get what they need when they need
it most – whether recovering from an
emergency event, or experiencing
hardship due to circumstances such
as drought, domestic and family
violence, homelessness, disability,
and mental health.
Golding Contractors’ support in
FY22 has enabled GIVIT to facilitate
close to 1.9 million donations to
vulnerable Queensland communities
to assist people in need. In addition,
Golding Contractors’ financial
contribution also supported the
GIVIT Digital Inclusion Appeal by
donating 70 refurbished laptops and
120 quality bed frames which were
accessed by six charity partners
across Queensland, including four
Indigenous organisations.
RCR Supporting Men’s Health in
the South West
RCR hosted a 2-hour live radio
broadcast from its workshop in
Picton to raise awareness of men’s
health and support the Prostate
Cancer Foundation of Australia
(PCFA). In addition to the broadcast,
sponsored by local station Spirit 621
South West, RCR also promoted the
following:
•
•
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BBQs hosted at RCR’s
workplaces with guest
speakers.
A raffle with prizes donated
from local Bunbury businesses.
Donations from RCR and its
employees, the proceeds of
which were all pledged to
PCFA.
Fully funded health checks
for the local community and
resources distributed including
literature around men’s health.
NRW Civil and Mining Provides
Resources to the Metropolitan
Migrant Resource Centre (MMRC)
NRW Civil and Mining donated
pre-owned iPhones to the MMRC in
Mirrabooka. The MMRC is a not-for-
profit community hub that provides
critical assistance programs to
predominantly refugee and migrant
people who have recently relocated
to Australia.
The programs have a direct
impact to help some of the most
disenfranchised people in our
community. The phones were
presented to Rehana Khan -
Migration and Partnerships Manager.
She said, “Our resources have
been stretched to the limit and the
direct impact on these children
is that their immediate education
needs are not met and they cannot
complete pieces of school work.
The donation of these iPhones
from NRW will assist with the
participants’ technology skills, in turn
improving the students’ progress at
school, motivation levels and self-
confidence. We are very grateful for
the donation.”
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Good corporate governance and
risk management practices form
the basis on which NRW delivers
its corporate strategy
and sustainability objective.
GOVERNANCE
GOVERNANCE
OUR OPERATING ENVIRONMENT AND
INDUSTRY TRENDS
As an Australian company operating in Australia,
NRW is governed by Australian Federal and State
Government legislation, which promotes fair trading
and competition. This strong regulatory environment
has set the foundation for a robust and stable economy
with strong governance practices that must be adhered
to. Despite this, there is increased investor and analyst
scrutiny of company disclosures influenced by local
and global events where corporate governance,
ethical conduct, and risk management have often
been highlighted as a failing. Companies now face
an increasingly complex array of governance and
risk management regulation, both mandatory and
voluntary, to meet growing stakeholder expectations
around open, transparent and ethical disclosure.
Companies have embraced a principles-based
approach to corporate governance as an important
tool to enhance board and management accountability
to stakeholders. In Australia, these best practice
principles are set by the ASX Corporate Governance
Council (the Council). The ASX Corporate Governance
Principles and Recommendations (the Principles and
Recommendations) set out recommended corporate
governance practices for entities listed on the ASX
that, in the Council’s view, are likely to achieve good
governance outcomes and meet
the reasonable
expectations of most investors in most situations.
NRW supports and adopts high ethical standards
and business transparency in line with the Council’s
Principles and Recommendations as we recognise
this creates loyalty and trust with our stakeholders and
contributes to long-term sustainable value.
NRW recognises that risks are an inherent part of our
business and management of those risks is therefore
critical to the Company’s performance. NRW has
identified a number of risk factors both specific to the
Company and of a general nature which may impact
the future operating and financial performance of the
Group.
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GOVERNANCE CONTINUED
OUR STRATEGY AND MANAGEMENT
APPROACH
that adopting and applying high
NRW believes
standards of corporate governance enhances the
Company’s performance and creates
long-term
shareholder value. We are therefore committed to
promoting a culture of ethical corporate behaviour
which is aligned to the NRW values and ultimately
evidenced through the way we work. NRW and our
stakeholders place high importance on corporate
governance, which was reinforced in the outcomes of
our materiality assessment.
The Board is ultimately responsible for the governance,
risk and compliance frameworks of the Company.
The Board’s approach to corporate governance is
underpinned by a documented and robust Corporate
Governance Framework. This framework provides the
platform from which NRW’s Board provides strategic
direction for the responsible and sustainable growth of
the company. It also drives a culture that promotes high
ethical standards and personal integrity.
to shareholders
Under our governance framework, NRW’s management
is accountable to the Board, and the Board is
accountable
the operations,
performance and growth of the company. The primary
goal the Board has set for management is to focus
on enhancing shareholder value, which includes
responsibility for NRW’s ESG performance.
for
The Charter Documents which govern our Board and
Board Committees are listed below:
•
•
Board Charter
Audit & Risk Committee Charter
• Nomination & Remuneration Committee Charter
•
Sustainability Committee Charter
NRW’s corporate governance framework is affected
through a suite of policies and procedures, developed
over time to ensure compliance with the various
legislative and regulatory requirements applicable to
the NRW business. These policies include:
• Code of Conduct for Directors and Key Officers
• Code of Conduct – Obligations to Stakeholders
•
Shareholder Communication Policy
• Continuous Disclosure Policy
•
Securities Trading Policy
• Whistleblowing Policy
• Modern Slavery Statement
Both the Board and Committee Charter documents and
NRW’s corporate governance policies are published
the NRW website (www.nrw.com.au/about-us/
on
corporate-governance).
NRW’s commitment to good corporate governance
is also evidenced through the Board’s endorsement
of the ASX Recommendations which have been fully
adopted by the Company for the year ended 30 June
2022, unless otherwise indicated. Adoption of the
ASX Recommendations, and other information with
regards to the Company’s Corporate Governance
Practices, are published in a Corporate Governance
Statement. Please see the Company’s Appendix 4G
and accompanying Corporate Governance Statement
which is released on the ASX platform annually for
further information.
GOVERNANCE-RELATED MATERIAL TOPICS AND PRIORITY SDGs
The key topics identified as material to the NRW business under the heading ‘Governance’ are:
Material Topic
Priority SDG
Priority SDG Indicator
Corporate Governance
Business Ethics and Transparency
SDG 16 – Peace, Justice and
Strong Institutions
Risk Management
Sub-goal 16.6 Develop effective, accountable and
transparent institutions at all levels
Sub-goal 16.7 – Ensure responsive, inclusive,
participatory and representative decision-making at all
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GOVERNANCE CONTINUED
CORPORATE GOVERNANCE
NRW’s corporate governance structure consists of a Board of Directors whose role is to represent shareholders,
promote and protect the interests of the Company, and to build sustainable shareholder value. The Board
discharges this responsibility by having regard for the interests of all stakeholders. NRW’s corporate
governance structure is depicted below.
Determining the strategic direction | Establishing goals for management | Guiding the operations of the Company
BOARD OF DIRECTORS
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NOMINATION & REMUNERATION COMMITTEE
SUSTAINABILITY COMMITTEE
AUDIT & RISK COMMITTEE
Review governance processes | Performance tracking sustainability and climate-related strategy
Monitoring sustainability management systems and frameworks | Agree on priorities and actions
EXECUTIVE LEADERSHIP TEAM
SUPPORTING SUSTAINABILITY WORKING GROUPS
MODERN SLAVERY
SUSTAINABILITY
DECARBONISATION
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H
E
K
A
T
S
Empower our business units and operational sites to implement and monitor sustainability strategy, and
define and review site level targets to drive performance in line with Group expectations.
BUSINESS UNIT OPERATIONS
NRW BOARD OF DIRECTORS
The Board is NRW’s highest governing authority and
instils a culture of accountability, integrity, transparency,
and compliance. The Board is responsible for, and has
the authority to determine, all matters relating to the
strategic direction, policies, practices, establishing
goals for management and the operation of the
Company. A Board Charter has been adopted which
details
the
Company’s Board and management. This Charter
is regularly reviewed and updated to reflect changes
and developments regarding the operation of the
Board. NRW Board members and their credentials are
published each year in the Annual Report, along with
their Committee duties.
functions and responsibilities of
the
The Board comprises five directors with diverse skills,
experience, and backgrounds to support NRW in
effective and robust corporate governance practices. In
line with the Board Charter, a majority of directors are
independent and non-executive, including the Chair.
The Nomination & Remuneration Committee is tasked
with reviewing the size and composition of the Board.
The Directors’ skills, experience and diversity, and
Board size are reviewed regularly by the Nomination
and Remuneration Committee to ensure it remains fit
for the Group’s needs and in line with best practice
requirements. The Board makeup according to gender,
independence, tenure and age is depicted below.
The Board has set a board gender diversity target of
33.33% female representation, to be achieved by 31
December 2023.
40%
20%
20%
20%
40%
20%
TENURE
INDEPENDENCE
GENDER
AGE
40%
80%
80%
40%
0-4 years
5-9 years
10+ years
Independent
Non-Independent (1)
Male
Female
50-59 years
60-69 years
70+ years
(1) NRW has one member of the Board who is not independent, being the Managing Director and Chief Executive Officer Jules Pemberton
51
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
GOVERNANCE CONTINUED
NRW SUB-COMMITTEES
The Board has the following sub-committees established to assist it in carrying out its primary role of guiding
NRW’s strategic direction.
Committee
Oversight
Audit Matters
Audit & Risk
Committee
(ARC)
Nomination &
Remuneration
Committee
(N&RC)
The purpose of the ARC is to assist the Board in fulfilling its corporate governance and oversight responsibilities
by monitoring and reviewing the integrity of financial statements, the effectiveness of internal financial controls, the
independence, objectivity and competency of internal and external auditors, and the policies on risk oversight and
management. In addition, the Audit & Risk Committee is responsible for making recommendations to the Board in
relation to the appointment of external auditors and approving the remuneration and terms of their engagement.
Risk Matters
The purpose of the ARC is to assist the Board in fulfilling its responsibilities relating to the risk management and
compliance practices of the Company. The Committee is responsible for providing the Board with advice and
recommendations regarding the ongoing development of enterprise-wide risk oversight and management policies
that set out the roles and respective accountabilities of the Board, the Committee, management and the internal audit
function. The policies should cover the areas of oversight, risk profile, risk management, compliance and control and
assessment of effectiveness.
Nomination Matters
The purpose of the N&RC is to provide advice, recommendations and assistance to the Board with respect to identifying
nominees for directorships and other key executive appointments, the composition of the Board, ensuring that effective
induction and education procedures exist for new Board appointees and key executives, and ensuring that appropriate
procedures exist to assess and review the performance of the Chair, executive and non-executive directors, senior
management, Board committees and the Board as a whole.
Remuneration Matters
The purpose of the N&RC is to provide advice, recommendations and assistance to the Board with respect to putting in
place remuneration policies which are designed to attract and retain senior managers and directors with the expertise
to enhance the performance and growth of the Company, and ensuring that the level and composition of remuneration
packages are fair, reasonable and adequate and, in the case of executive directors and senior managers, display a clear
relationship between the performance of the individual and the performance of the Company.
Sustainability
Committee
The purpose of the Committee is to provide advice, recommendations, and assistance to the Board with respect to
sustainability primarily in relation to environmental, social and corporate governance matters and eliminate related risks
or identify related opportunities. This includes adoption of a climate change strategy that maps the Company’s pathway
to a practical and appropriate level of decarbonisation for the business.
Sustainable development and leadership are embedded throughout NRW with focused working groups formed
with a targeted range of experience and business unit representation. These working groups provide support and
guidance with regards to NRW’s sustainability strategies, initiatives and reporting.
Working Group
Purpose
Focus Area FY22
Modern Slavery
The purpose of this group is to manage the work
programme to ensure compliance with modern
slavery laws, ensure there is no modern slavery in
the Group’s operations, take steps to minimise, and
ideally eradicate, modern slavery in the Group’s
supply chains, and raise awareness within the Group
and with its suppliers regarding modern slavery.
Sustainability
The purpose of this Group is to guide ESG initiatives
and practices within the business and coordinate ESG
reporting, in line with NRW’s sustainability objectives.
Decarbonisation
The purpose of this Group is to formulate and execute
a strategy that maps the Company’s pathway to a
practical and appropriate level of decarbonization for
the business.
•
•
•
•
•
•
•
•
•
Continued roll-out of Modern Slavery training
Targeted HR/Recruitment modern slavery alert
Review and consideration of IT systems to improve
identification of modern slavery practices within our
supply chain
Establishing data collection mechanisms for improved
disclosure in line with GRI Standards
Set minimum standards for Group ESG practices,
formalised through the Sustainability Policy
Increase business unit transparency with regards to
ESG practices through sharing resources
Updating risk management policies/procedures in line
with TCFD Recommendations
Establishing baseline GHG emissions
Developing a decarbonisation roadmap
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
52
GOVERNANCE CONTINUED
BUSINESS ETHICS AND TRANSPARENCY
NRW believes consistent and proper business conduct creates loyalty and trust
with our stakeholders and contributes to long-term sustainable value. Therefore, we
are committed to promoting a culture of ethical corporate behaviour throughout our
business.
NRW endeavours to be recognised as an organisation
committed to the highest ethical standards in business.
NRW expects that all directors, officers and employees
act lawfully, ethically and responsibly, and always
strive to contribute positively to NRW’s reputation
and performance. We are proud of the quality of our
employees and of the professional reputation and
market image built by their work. The following section
sets out the policies that NRW has in place to promote
lawful, ethical, and responsible business practices
within the organisation.
CODE OF CONDUCT (REVISED DECEMBER 2019)
NRW’s Code of Conduct (the Code) defines the
Company’s expectations with regards to director,
officer and employee conduct, and is aligned to the
Company’s values. This document represents our
commitment
the highest standards
of ethics within our business practices. This Code
reflects our high standards of professional conduct
and ethics in dealing with all of our stakeholders and
our commitment to complying with all applicable state,
national and international laws.
to upholding
The Company is firmly committed to compliance with
the Code and the Company’s employees, consultants
and supplies (to the extent relevant) are required to
comply with it. The code of conduct governs a range of
aspects, including:
• Responsibilities
shareholders and
individuals, and the broader community
to clients and customers,
the financial community,
•
Employment practices and participation
• Confidentiality
•
•
•
Bribes & Gifts
Agreements with competitors
Environmental protection
• Human rights
• Drug and alcohol use
•
International compliance
NRW encourages employees to speak up about any
conduct that may be in violation of the Code or other
policies of the Company, by reporting via the various
channels set out in the Company’s Whistleblowing
Policy (or that of the relevant subsidiary of the
Company). The Company does not permit any form
of adverse treatment against any person who reports
known or suspected violations of the Code or any other
Company policy.
CONTINUOUS DISCLOSURE (REVISED
JANUARY 2021)
NRW recognises that transparency and disclosure
are vital to enabling current and future shareholders
to make informed investment decisions and exercise
their rights. As such, our Board mandates timely and
equal access to material information concerning the
Company.
This is affected through NRW’s Continuous Disclosure
Policy which imposes obligations and procedures on all
directors, employees and consultants of the Company
to ensure the timely and balanced disclosure of all
material matters. This Policy ensures the Company
is able to meet its continuous disclosure obligations
under the ASX Listing Rules. NRW’s Disclosure Officer
is the Company Secretary.
ANTI-FRAUD, BRIBERY AND CORRUPTION
(REVISED JANUARY 2022)
Fraud, bribery and corruption adversely affect the
business environment by undermining
legitimate
business activities. NRW is committed to conducting
business in accordance with the highest ethical and
legal standards and avoiding bribery, corruption and
fraud.
NRW is committed to:
•
•
•
systems,
Ensuring efficient and effective
procedures and internal controls are in place
to enable the prevention and detection of fraud,
bribery and corruption.
Ensuring managers identify fraud, bribery and
corruption risks in their areas of business and that
all systems, procedures and internal controls are
properly implemented and enforced.
Ensuring all members of staff understand that
they have a duty to report any internal and
external suspicions or incidents of fraud, bribery
or corruption.
• Continuously reviewing our systems, procedures
and internal controls through risk management
processes and audit arrangements.
The Company has an Anti-fraud, Bribery and Corruption
policy which sets out NRW’s ‘zero tolerance’ towards
fraud, bribery and corruption. The Company policy
makes it clear that any conduct falling within the
definition of fraud, bribery or corruption will thoroughly
investigate and seek to take disciplinary and/or legal
action against those who perpetrate, are involved in, or
assist with fraudulent or other improper activities in any
of our operations.
53
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
GOVERNANCE CONTINUED
SECURITIES TRADING POLICY (REVISED
MARCH 2020)
NRW has adopted a Securities Trading Policy which
details the Company’s policy regarding the sale
and purchase of Company securities by Directors
and employees. The policy prohibits Directors and
employees from buying or selling securities in the
Company when they are in possession of price
sensitive information which is not generally available
to the market. It is contrary to the policy for Directors
or employees to be engaged in short term trading
of Company securities. In addition, trading in the
Company’s securities is not permitted by Directors and
employees during closed periods which are the period
from the end of the financial year or half financial year
to the time of release of the annual or half year results.
MODERN SLAVERY (PUBLISHED DECEMBER
2021)
NRW’s Modern Slavery Statement outlines the steps
the NRW Group has taken to trace, monitor and
address modern slavery risks in our operations and
supply chains.
We seek to integrate respect for human rights into the
way we operate to continuously improve our business
and the way we deliver work. To this end, we work to
continuously improve our understanding of modern
slavery risks in our operations and supply chains.
We also work to raise awareness of the issue throughout
our operations and supply chains and thereby support
efforts to combat it by tracing, monitoring, and
addressing the risk of modern slavery practices.
NRW is committed to:
• Continuously updating and furthering our action
plan for Modern Slavery based on the priorities we
identify, and our aspirational actions.
• Develop and roll out Modern Slavery training that
is tailored to the needs of the organisation and our
employees.
• Uphold our established recruitment processes
and practices which continue to uphold ethical
and non-discriminatory engagement of potential
employees.
• Continue to perform supply chain due diligence
for modern slavery and mitigate associated risks
within our supply chain.
WHISTLEBLOWING (REVISED FEBRUARY 2020)
NRW expects and encourages the reporting of any
suspected or actual unethical, illegal, corrupt, fraudulent
or undesirable conduct involving our business, and
prohibits any form of punishment, disciplinary or
retaliatory action being taken against anyone for raising
or helping to address a business conduct concern, as
evidenced through our Whistleblowing Policy.
As part of this policy, NRW has committed to:
•
•
•
•
•
•
Promoting and supporting a culture of honest and
ethical behaviour, compliance and good corporate
governance.
Encouraging the reporting of any suspected or
actual unethical, illegal, corrupt, fraudulent or
undesirable conduct involving our business.
Providing clear internal and external channels
through which a person who becomes aware of
reportable conduct may report its occurrence.
Ensuring that employees and stakeholders who
report their concerns may do so without fear of
intimidation, disadvantage or reprisal.
Investigating in a thorough and timely manner.
Protecting whistleblowers to ensure confidentiality
associated with the matters of reportable conduct.
The Whistleblowing Policy outlines
the ways
stakeholders can report matters they genuinely believe
are in breach of the Code or are illegal (Reportable
Matters). Please see our Whilstleblowing Policy for
guidance on what behaviour NRW considers to be a
Reportable Matter.
We encourage employees to speak up about a
Reportable Matter. A Reportable Matter exists if you
see or have reasonable grounds to believe that we or
any of our officers or employees have attempted to
engage or have engaged in conduct that falls under this
category. Reportable Matters can be reported through
internal and external reporting channels. NRW ensures
continued accessibility to our independent external
whistleblowing service, which is widely communicated
to employees and contractors.
Your Call (External, Independent Whistleblowing Service)
Website: www.yourcall.com.au/report
(Unique Identifier: NRW1994)
Telephone: 1300 790 228
National Relay Service: www.relayservice.gov.au
(request Your Call’s hotline 1300 790 228)
Disclosure Officer (Kim Hyman)
Email: kim.hyman@nrw.com.au
Telephone: 08 9232 4200
Disclosure Officer (Jasmyn Wardell-Johnson)
Email: jasmyn.wardell-johnson@nrw.com.au
Telephone: 08 9232 4200
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
54
GOVERNANCE CONTINUED
RISK MANAGEMENT
Risk is an inherent part of NRW’s business and management of risks is therefore
critical to the Company’s performance and financial strength.
There are a number of risk factors both specific to the
Company and of a general nature which may impact
the future operating and financial performance of
the Group. The performance of the Company is also
influenced by a variety of different general economic
and business conditions, including interest rates,
exchange rates, access to debt and capital markets,
and government policies.
In conducting its business, NRW takes informed and
appropriate commercial and business risks (including
non-financial risks) to achieve its objectives and deliver
shareholder value.
Through an enterprise-wide approach
management, NRW seeks to achieve:
to
risk
• Compliance with laws and regulations;
•
Assurance
significant risks;
regarding
the management of
• Decisions that pay full regard to risk considerations;
and
The Committee is also responsible for providing
oversight of NRW’s risk management and risk profile.
This includes:
• Maintaining an up-to-date understanding of areas
where the Company is, or may be, exposed to risk
and compliance issues and seek to ensure that
management is effectively managing those issues;
• Reviewing the adequacy and effectiveness of the
Company’s policies and procedures which relate
to risk management and compliance;
• Making recommendations to the Board on the
appropriate risk and risk management reporting
requirements to the Board and this Committee;
•
Providing advice to the Board on relevant corporate
level performance indicators and targets for risk
management and compliance activities;
• Undertaking an annual review of risk management
policy and underlying strategies and procedures
to ensure its continued application and relevance;
•
Efficiency and effectiveness in operations, projects
and strategy.
•
RISK OVERSIGHT
Risk management is overseen by the Board’s Audit
and Risk Committee. Consistent with its Charter, the
Audit and Risk Committee is responsible for assisting
the Board in fulfilling its responsibilities relating to the
Company’s risk management and compliance practices.
This includes providing the Board with advice and
recommendations regarding the ongoing development
of risk oversight and management policies that set out
the roles and respective accountabilities of the Board,
the Committee, management and the internal audit
function. The policies cover oversight, risk profile,
risk management, compliance and assessment of
effectiveness.
If considered necessary, establishing a periodic
and independent review of the implementation
and effectiveness of the risk management policy
to provide objective feedback to the Board as to
its effectiveness;
• Receiving and considering
risk
management and compliance programs and
performance against policy and strategic targets;
reports on
• Reviewing
the adequacy of
the company’s
insurance coverage; and
•
Examining any matters referred to it by the Board.
55
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
GOVERNANCE CONTINUED
ENTERPRISE WIDE RISK MANAGEMENT APPROACH
Our approach to Enterprise Wide Risk Management
(ERM) is aligned to the requirements of the International
Standard for Risk Management ISO 31000:2009,
which supports NRW in managing and mitigating
risks including sustainability risks and tracking our
performance. NRW’s Risk Management strategy is set
out in the Risk Management Corporate Policy. The Risk
Management Corporate Policy is reviewed annually
and outlines the Board’s mandate and commitment to
ERM.
Supporting the Risk Management Corporate Policy
is a documented Risk Management Procedure and
the Risk Management Manual. This policy, procedure
and manual, combined, assists the NRW Group with
the
identification, understanding, monitoring and
management of risks and opportunities which can arise
from operations, projects and strategies adopted by
the Company. Supporting this is a dedicated risk and
commercial function that embeds these frameworks
within the business.
I
G
N
R
O
T
I
N
O
M
&
G
N
R
U
S
A
E
M
I
ESTABLISH CONTEXT
RISK IDENTIFICATION
RISK ASSESSMENT
Risk Analysis
Risk Evaluation
RISK RESPONSE
RISK IMPROVEMENT
G
N
I
T
R
O
P
E
R
&
G
N
N
R
A
E
L
I
Understanding NRW’s risks, and managing these risks
appropriately, will enhance our ability to successfully
deliver on objectives and provide greater certainty and
confidence for shareholders, employees, customers
and suppliers and the communities in which we
operate.
Material risks that could adversely affect NRW are
set out in the FY22 Annual Financial Statements.
Consideration of all business
including
environmental, social and governance risks, were
included in this assessment of the most significant
risks to the NRW Group.
risks,
NRW’s Cyber Security Strategy Development
Y
D
U
T
S
E
S
A
C
NRW’s data and
information volumes are expanding
exponentially, and threat actors are evolving to become more
sophisticated are taking advantage of increasingly global
connectivity, and launching more cyberattacks than ever
before to potentially compromise NRW data and information
volumes. In response to this, during FY22, NRW developed
its Cyber Security Strategy.
The Cyber Security Strategy, endorsed by the Audit & Risk
Committee, outlines NRW’s approach to managing the ever-
increasing threat that cyber security issues raise across the
group. As the business and its entities, pivot further towards
digital-enabled business models, exponentially more data
and digital information is generated and shared among the
businesses, customers and third parties. This results in
increased cyber security threats and risks which can cause
significant financial loss, reputational damage, or cause
outages that damage NRW’s business operations.
The Cyber Security Strategy adopted by NRW is based on
the National Institute of Standards and Technology (NIST)
framework and applies to all NRW’s business and subsidiary
is a set of standards,
entities. The NIST
guidelines, and best practices focused on managing cyber
security-related risk.
framework
Moving forward, the ability to maintain a current understanding
of the cyber threat environment and relevant organisation
cyber risks is going to be necessary to effectively manage the
increasing number of cyber threats. NRW’s Cyber Security
Strategy initiatives will provide the necessary controls to
govern the management of these risks whilst enabling the
business to operate efficiently.
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
56
PERFORMANCE DATA
PERFORMANCE DATA
6
Performance data is shown below for the period 1 July 2021 – 30 June 2022 for NRW Holdings Limited and its
Performance data is shown below for the period 1 July 2021 – 30 June 2022 for NRW Holdings Limited and its wholly owned
wholly owned subsidiaries.
subsidiaries.
Performance Metric
ENERGY & EMISSIONS
Scope 1 (ktCO2-e)2
Scope 2 (ktCO2-e)2
Scope 1 and Scope 2 (ktCO2-e)
Emissions Intensity3 (Scope 1 + Scope 2) (tCO2-e/$m AUD)
Energy Consumption (GJ)
Energy Intensity3 (GJ/$m AUD)
Revenue ($m)
ENVIRONMENT
Environmental Fines/Sanctions ($)
Environmental Fines/Sanctions (Number)
Environmental cases brought through dispute resolution
mechanisms
SAFETY
Occupational Injuries and Work-related Fatalities (Employees and Contractors)
Total Recordable Injury Frequency Rate
Lost Time Injury Frequency Rate
Safety related fines or prosecutions
Total number of work-related fatalities
Total number of high-consequence work-related
injuries
Total number of recordable work-related injuries
FY22
6.23
4.08
10.31
4.33
120,048
50.5
2,378
Nil
Nil
Nil
5.644
0.64
Nil
0
7
79
5
FY211
5.89
4.38
10.27
4.62
117,506
52.9
2,222
Nil
Nil
Nil
6.25
0.51
Nil
0
-6
94
5
GOVERNING BODY
Total Board of Directors
Board of Directors By Gender
Number
Board of Directors By Age
Number
WORKFORCE5
Total Workforce
Total Employees
Total Contractors
Employees by Contract by Gender
Permanent
Fixed term (temporary)
Casual (non-guaranteed hours)
Male
4
Female
1
Male
4
Female
1
Under 30
30-50
Over 50
Under 30
30-50
Over 50
0
0
5
0
0
5
7,261
4,946
2,315
Male
3,611
248
313
Female
684
43
47
Employees by Contract by Region
National
Expats
Permanent
Fixed Term (temporary)
Casual (non-guaranteed hours)
Employees by Employment Type by Gender
Full-time
Part-time
Casual
4,270
288
359
Male
3,842
17
313
25
3
1
Female
674
53
47
6,376
4,783
1,593
-6
-6
-6
-6
-6
-6
-6
-6
-6
57
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
PERFORMANCE DATA CONTINUED
Performance Metric
FY22
FY211
Employees by Employment Type by Region
National
Expats
Full-time
Part-time
Casual (non-guaranteed hours)
Collective Bargaining Agreements (CBA)
Percentage of employees covered by CBA
Workplace related fines or prosecutions
Percentage of senior management hired from the local
community
Total New Employee Hires during reporting period
Total Employee Turnover during reporting period
New Employee Hires During Reporting Period by Gender
Number
4,489
69
359
27
1
1
67.39%
Nil
100%
2,809
2,270
Male
2,359
Female
450
New Employee Hires During Reporting Period by Age
Under 30
30-50
Over 50
Number
678
1,347
784
New Employee Hires During Reporting Period by Region
National
Expats
Number
Employee Turnover During Reporting Period by Gender
Number
2,809
Male
1,988
0
Female
282
Employee Turnover During Reporting Period by Age
Under 30
30-50
Over 50
Number
403
1,112
755
Employee Turnover During Reporting Period by Region
National
Expats
Number
EMPLOYEE DIVERSITY
Total Employees
Total Employees by Level
Total Senior Management
Total Middle Management
Total General
Total Employees By Gender
Number
Total Employees By Age
Number
Total Senior Management by Gender
Number
2,270
0
4,946
178
209
4,559
Male
4,172
Female
774
Male
4,151
Under 30
30-50
Over 50
977
2,593
1,376
Male
166
Female
12
Total Senior Management by Age
Under 30
30-50
Over 50
Number
Total Middle Management by Gender
Number
3
98
77
Male
196
Female
13
Total Middle Management by Age
Under 30
30-50
Over 50
Number
Total General by Gender
Number
Total General by Age
Number
3
136
70
Male
3,810
Female
749
Under 30
30-50
Over 50
970
2,360
1,229
-6
-6
-6
-6
Nil
100%
-6
-6
-6
-6
-6
-6
-6
-6
4,782
-6
-6
-6
-6
-6
-6
-6
-6
-6
-6
Female
631
58
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
PERFORMANCE DATA CONTINUED
Female
694
38
9
4
Male
3,560
13
13
12
Performance Metric
RATIO OF BASIC SALARY AND REMUNERATION FOR
WOMEN TO MEN7
Senior Management
Middle Management
General
EMPLOYEE PARENTAL LEAVE BENEFITS
Employee Covered by Parental Leave Policy
Employees who took Parental Leave during the Reporting Period
Employees who returned to work post Parental Leave ending
during the Reporting Period
Employees who returned to work post Parental Leave ending that
were still employed 12 months after their return to work
Male
3,302
15
15
12
TRAINING HOURS
Total Training hours8
Average training hours per employee9
Male
Female
Senior Management
Middle Management
General
ECONOMY
Community Donations and Contributions
Financial Assistance Received from Government10
Total monetary value of financial and in-kind political
contributions made
SUPPLY CHAIN
Percentage of the procurement budget spent on suppliers in
Australia
COMPLIANCE WITH LAWS AND REGULATIONS
Instances of non-compliance with laws and regulations
Total fines issues for non-compliance with laws and regulations
Other sanctions (non-monetary) for non-compliance with laws
and regulations
Anti-corruption
Confirmed incidents of corruption
Confirmed incidents in which employees were
dismissed or disciplined for corruption
Confirmed incidents when contacts with business
partners were terminated or not renewed due to
violations related to corruption
Public legal cases regarding corruption brought
against the organisation or its employees
Anti-competitive Behaviour
Total number of legal actions for anti-competitive
behaviour, anti-trust, and monopoly practices
Incidents of Discrimination and Corrective Actions Taken
Total number of incidents of discrimination
Incidents of Violations Involving Rights of Indigenous Peoples
Total number of identified incidents of violations
involving the rights of indigenous peoples
FY22
Ratio
1:1.41
1:1.36
1:1.40
Hours
104,967
21.76
13.61
8.22
9.21
21.48
$’000
431
893
Nil
99.5%
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Female
506
27
12
9
FY211
-6
-6
-6
-6
-6
-6
-6
-6
-6
$’000
356
-6
Nil
98.5%
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
59
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
NRW HOLDINGS ANNUAL REPORT 2022 | Sustainability Report
PERFORMANCE DATA CONTINUED
Performance Metric
FY22
FY211
Incidents of Non-compliance Concerning the Health and Safety
Impacts of Products and Services
Total number of incidents of non-compliance with
regulations and/or voluntary codes concerning the
health and safety impacts of products and services:
- Resulting in a fine or penalty
- Resulting in a warning
- Non-compliance with voluntary code
Incidents of Non-compliance Concerning Product and Service
Information and Labelling
Total number of incidents of non-compliance with
regulations and/or voluntary codes concerning
product and service information and labelling:
- Resulting in a fine or penalty
- Resulting in a warning
- Non-compliance with voluntary code
Incidents of Non-compliance Concerning Marketing
Communications
Total number of incidents of non-compliance with
regulations and/or voluntary codes concerning
marketing communications, including advertising,
promotion, and sponsorship:
- Resulting in a fine or penalty
- Resulting in a warning
- Non-compliance with voluntary code
Substantiated complaints concerning breaches of customer
privacy and losses of customer data
Total number of substantiated complaints received
concerning breaches of customer privacy,
categorized by:
- Complaints received from outside parties and
substantiated by the organisation
- Complaints from regulatory bodies
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(1) Includes Primero Group from February 2021
(2) Scope 1 and Scope 2 GHG Emissions are calculated in accordance with the National Greenhouse and Energy Reporting Act 2007
(3) Intensity calculated with reference to total group revenue ($M’s)
(4) FY22 Total Recordable Injury Frequency Rate has been updated since release of our FY22 Annual Financial Statements due to the lag nature of incident
reporting and subsequent verification of injuries.
(5) Workforce numbers (employees and contractors) reported as total headcount as at 30 June 2022
(6) This information is not able to be sourced for the FY21 comparative period. NRW are working on updating our data capture processes to enhance reporting
in the future.
(7) Basic Salary includes total fixed remuneration excluding short and long term incentives such as cash bonuses
(8) Due to data availability, total training hours only includes NRW Civil and Mining, Golding Contractors, Primero, Action Mining Services and RCR Mining
Technologies
(9) Due to data availability, total training hours only includes NRW Civil and Mining, Primero, Action Mining Services and RCR Mining Technologies
(10) Financial assistant relates primarily to rebates received for hiring, training and retaining apprentices within the business as part of the Australian
Apprenticeships Incentive System
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FINANCIAL
STATEMENTS
FINANCIAL STATEMENTS
CONTENTS PAGE
04
29
33
34
35
36
37
38
39
Directors’ Report
Corporate Governance & Risk Management
Auditor’s Independence Declaration
Directors’ Declaration
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Financial Statements
39
41
47
57
66
70
74
General Notes
Business Performance
Balance Sheet
Capital Structure
Financing
Taxation
Other Notes
82
83
87
Shareholder Information
Independent Auditor’s Report
Appendix 4E
DIRECTORS’ REPORT
DIRECTORS’ REPORT
Directors’ Repor t
The Directors present their report together with the financial statements of NRW Holdings Limited (the
Company) and of the consolidated group (also referred to as ‘the Group’), comprising the Company and its
subsidiaries, for the financial year ended 30 June 2022.
DIRECTORS
The following persons held office as Directors of NRW Holdings Limited during the financial year and up to the
date of this report:
Michael Arnett
Chairperson and Non-Executive Director
Mr Arnett was appointed as a Non-Executive Director on 27 July 2007 and appointed Chairperson on
9 March 2016.
Mr Arnett is a former consultant to, partner of and member of the Board of Directors and national head of the
Natural Resources Business Unit of the law firm Norton Rose Fulbright (formally Deacons). He has been
involved in significant corporate and commercial legal work for the resource industry for over 20 years.
Mr Arnett has held the following directorships of listed companies in the three-years immediately before the end
of the financial year:
• Non-Executive Chairperson, Genmin Limited (Appointed 10 March 2021)
Jules Pemberton
Chief Executive Officer and Managing Director
Mr Pemberton was appointed as a Director on 1 July 2006 and appointed as Chief Executive Officer and
Managing Director on 7 July 2010.
Mr Pemberton has more than 25 years’ experience in both the resources and infrastructure sectors. He joined
NRW in 1996, and prior to his appointment as Chief Executive Officer and Managing Director he held a number
of senior management and executive positions at NRW including Chief Operating Officer.
Jeff Dowling
Non-Executive Director
Mr Dowling was appointed as a Non-Executive Director on 21 August 2013.
Mr Dowling has 36 years’ experience in professional services with Ernst & Young. He has held numerous
leadership roles within Ernst & Young which focused on the mining, oil and gas and other industries.
Mr Dowling has a Bachelor of Commerce from the University of Western Australia and is a fellow of the Institute
of Chartered Accountants, the Australian Institute of Company Directors (AICD) and the Financial Services
Institute of Australasia.
Mr Dowling has held the following directorships of listed companies in the three-years immediately before the
end of the financial year:
• Non-Executive Director, S2 Resources Limited (Appointed 29 May 2015)
• Non-Executive Director, Fleetwood Corporation Limited (Appointed 1 July 2017)
• Non-Executive Director, Battery Minerals Limited (Appointed 25 January 2018)
Peter Johnston
Non-Executive Director
Mr Johnston was appointed as a Non-Executive Director on 1 July 2016.
Mr Johnston has served with a number of national and international companies.
Mr Johnston graduated from the University of Western Australia with a Bachelor of Arts majoring in psychology
and industrial relations. He is also a Fellow of the AICD and AusIMM.
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Mr Johnston has held the following directorships of listed companies in the three-years immediately before the
end of the financial year:
• Non-Executive Director, Tronox Ltd (NYSE) (Appointed 1 August 2012)
• Chairperson, Jervois Global Limited (Appointed 19 June 2018)
Fiona Murdoch
Non-Executive Director
Ms Murdoch was appointed as a Non-Executive Director on 24 February 2020.
Ms Murdoch has over 30 years’ resource and infrastructure experience in Australia and overseas, holding senior
operational roles with AMCI Investments, MIM Holdings and Xstrata Queensland.
She has extensive domestic and international experience with major projects in Western Australia, Northern
Territory and Queensland, and in South America, Dominican Republic, Papua New Guinea and the Philippines.
Ms Murdoch is a Graduate of the AICD Company Director program and holds an MBA as well as an Honours
degree in Law.
Ms Murdoch has held the following directorships of listed companies in the three-years immediately before the
end of the financial year:
• Non-Executive Director, Metro Mining Limited (Appointed 11 May 2019)
• Non-Executive Director, Ramelius Resources Limited (Appointed 1 December 2021)
• Non-Executive Director, KGL Resources Limited (Appointed 12 June 2018), resigned 15 October 2021
In addition, Ms Murdoch serves on the Joint Venture Committee for the Australian Premium Iron Joint Venture
and is also Chairperson of The Pyjama Foundation, a not-for-profit organisation providing learning-based
activities for children in foster care.
Kim Hyman
Company Secretary
Mr Hyman was appointed to the position of Company Secretary on 10 July 2007. Mr Hyman has responsibility
for company secretarial services and co-ordination of general legal services, as well as the insurance portfolio.
DIRECTORS’ MEETINGS
The number of Directors’ meetings and number of meetings attended by each of the Directors of the Company
during the financial year were:
Director
Directors’
Meetings Held
Directors’
Meetings Attended
Michael Arnett
Jeff Dowling
Peter Johnston
Fiona Murdoch
Jules Pemberton
14
14
14
14
14
14
14
14
14
14
NOMINATION & REMUNERATION COMMITTEE
The members of the Nomination & Remuneration Committee (N&RC) are Peter Johnston (Chairperson),
Michael Arnett, Jeff Dowling and Fiona Murdoch. During the 2022 financial year, two meetings of the N&RC
were held with all members in attendance. Certain responsibilities of the N&RC were also considered at board
meetings as required.
AUDIT & RISK COMMITTEE
The members of the Audit & Risk Committee are Jeff Dowling (Chairperson), Peter Johnston and Fiona
Murdoch. During the 2022 financial year, four meetings of the Audit & Risk Committee were held with all
members in attendance. In addition, some audit and risk matters were considered in the course of regular board
meetings.
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SUSTAINABILITY COMMITTEE
The members of the Sustainability Committee are Fiona Murdoch (Chairperson), Michael Arnett and Peter
Johnston. During the 2022 financial year, three meetings of the Sustainability Committee were held with all
members in attendance. The Committee provides advice, recommendations and assistance to the Board of
Directors of the Company with respect to sustainability, primarily relating to environmental and climate related
risks and opportunities, social and corporate governance matters.
The Company has adopted a sustainability reporting regime that will see material Environmental, Social and
Governance topics disclosed within an annual Sustainability Report and published as part of the Annual Report.
This report will highlight NRW’s alignment with the United Nations Sustainable Development Goals (SDGs).
This sustainability report will also be guided by relevant reporting frameworks including the Global Reporting
Initiative (GRI) Standards and Taskforce for Climate Related Financial Disclosure Recommendations.
OPERATING AND FINANCIAL REVIEW
PRINCIPAL ACTIVITIES
NRW is a leading provider of diversified contract services to the resources and infrastructure sectors.
With extensive operations across all of Australia, and an office in Canada and the USA, NRW’s geographical
diversification is complemented by its ability to deliver a wide range of services.
NRW’s Civil & Mining businesses provide civil construction, including bulk earthworks, road and rail construction
and concrete installation, together with contract mining and drill and blast services.
The Minerals, Energy & Technologies (MET) operating unit offers tailored mine to market solutions, specialist
maintenance (shutdown services and onsite maintenance), non-process infrastructure, innovative materials
handling solutions, Build-Own-Operate (BOO) process plant solutions, and complete turnkey design,
construction and operation of minerals processing and energy projects.
NRW also offers a comprehensive Original Equipment Manufacturer (OEM) capability, providing refurbishment
and rebuild services for earthmoving equipment and machinery.
NRW has a workforce of around 7,000 people supporting projects around Australia for clients across the
resources, infrastructure, industrial engineering, maintenance and urban subdivision sectors.
FINANCIAL PERFORMANCE
A summary of the key financial performance metrics for the current financial year (FY22) is provided below with
comments on significant movements compared to the financial year ended 30 June 2021 (FY21).
NRW reported revenues including those generated by associates of $2,406.7 million (statutory revenue of
$2,377.7 million), a 4.6% increase on $2,300.6 million (statutory revenue $2,221.5 million) in FY21. The year-
on-year growth included a full 12-month contribution of the Primero business acquired in February 2021, offset
by reducing volumes in the Civil business following the completion of a number of large Pilbara based projects.
These same drivers of changes in segment revenues are also reflected in the expense analysis in the Statement
of Profit or Loss. Materials and consumables spend is higher due to increased activity on EPC projects in the
MET segment. Subcontractor costs and Plant and equipment costs are lower due to the reduction in Civil
activity.
The Group announced to the ASX on 12 July 2021 that Boggabri Coal Operations Pty Ltd (BCO), part of the
Idemitsu Group, agreed to acquire the majority of the major mining equipment of Golding Contractors Pty Ltd
(a wholly owned subsidiary of NRW) that is engaged under the Maintenance Services and Hire Agreement at
the Boggabri Coal Mine (Boggabri transaction).
Operating EBIT of $157.0 million was up 30.1% on FY21 ($120.6 million) as profitability recovered across the
business. Group EBITDA totalled $272.4 million (FY21: $266.7 million) reflecting the improved EBIT offset by
the consequential lower depreciation costs following the Boggabri transaction.
These are the best results NRW have reported despite the challenging conditions the business has encountered
over the last 12 months which required us to manage through the ongoing challenges of COVID-19, labour
shortages, inflationary pressures and significant 1 in 100-year weather events.
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FINANCIAL PERFORMANCE CONTINUED
Interest costs reflect the reduction of debt from the Boggabri transaction offset by the full year effect of the
acquisition finance in support of the Primero acquisition and the funding of new capital expenditure in FY22.
Tax costs were recorded at 28.5% and offset prior year tax losses, as a consequence no cash tax expense was
incurred.
Compared to FY21, Statutory Net Earnings increased by 79.4% to $97.4 million from $54.3 million and Statutory
Earnings per Share (EPS) increased by 73.6% to 21.7 cents from 12.5 cents, signalling the significant
improvement from prior year.
Normalised Net Earnings (NPATN) increased by 34.4% to $100.9 million compared to $75.1 million in FY21,
reflecting the recovery in profitability across the business.
The table below summarises financial performance for FY22 with comparisons to FY21.
FY22
FY21
Revenue
Earnings
Revenue
Earnings
$M
2,406.7
(29.0)
Total Revenue(1) / EBITDA(2)
Revenue from Associates
Depreciation and Amortisation(3)
Operating EBIT(4)
Amortisation of Acquisition Intangibles(5)
Non-recurring transactions(6)
EBIT
Net interest
Profit before income tax
Tax
Statutory Revenue / Net earnings
2,377.7
NPATN(7)
$M
272.4
(115.4)
157.0
(7.9)
-
149.1
(12.9)
136.2
(38.8)
97.4
100.9
$M
2,300.6
(79.1)
2,221.5
$M
266.7
(146.1)
120.6
(20.2)
(11.2)
89.2
(13.3)
75.9
(21.6)
54.3
75.1
(1) Revenue including our share of revenue earned by our associates and joint ventures.
(2) EBITDA is earnings before interest, tax, depreciation, amortisation of acquisition intangibles and non-recurring transactions.
(3) Includes depreciation and amortisation of software.
(4) Operating EBIT / EBITA, is earnings before interest, tax, and amortisation of acquisition intangibles and non-recurring transactions.
(5) Amortisation of intangibles as part of business acquisitions.
(6) Non-recurring transactions included transactions relating to Altura, Gascoyne and the acquisition of Primero.
(7) NPATN is Operating EBIT less interest and tax (at a 30% tax rate).
Refer to the above definitions throughout the report.
OPERATING SEGMENTS
NRW is comprised of three reportable segments, Civil, Mining and Minerals, Energy & Technologies (MET).
Business activities are conducted primarily in Australia, with some operations in Canada and the USA. The
results for each of the segments is provided below and in note 2 to these accounts. The Civil and MET segment
results have been presented at EBIT level given the current low level of capital intensity in these businesses.
The Mining business has been presented at both EBIT and EBITDA levels recognising that this segment has
significantly higher capital intensity than the other two businesses.
Commentary on the performance of each segment follows:
Civil
The Civil business specialises in the delivery of private and public civil infrastructure projects, mine
development, bulk earthworks and commercial and residential subdivisions. Civil construction projects include
roads, bridges, tailings storage facilities, rail formation, ports, renewable energy projects, water infrastructure
and concrete installations.
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OPERATING SEGMENTS CONTINUED
Results summary ($M)
Revenue
EBIT
483.3
20.3
4.2%
726.5
22.9
3.1%
FY22
FY21
Revenue was lower than the prior comparative period as major Pilbara based projects completed in FY21. The
high activity level in FY21 resulted in a requirement for unprecedented staffing levels. Projects experienced cost
increases as staff availability was severely impacted by COVID-19 measures including border closures. Lower
activity levels in first half of FY22 have not seen the same staff availability and cost pressures experienced in
FY21 which in turn have contributed to the margin improvement.
Earnings as measured by margin improved from 3.1% to 4.2%. Whilst activity was lower in FY22, the same cost
pressures which negatively impacted margins in FY21 were not as challenging.
The Civil business secured new work from Rio Tinto at Nammuldi and West Angelas, additional work at Iron
Bridge for FMG, and a rail construction project for Pembroke’s Olive Downs Coking Coal project. Infrastructure
projects included a growing number of Urban projects mostly located in South-East Queensland, additions to
the Bunbury Outer Ring Road and a contract to further develop intelligent freeways across the WA road network.
Current Resource projects include the Gudai-Darri Solar Farm, site infrastructure at Iron Bridge, storage
facilities at Nammuldi and new heavy vehicle and light vehicle roads at West Angeles. Infrastructure projects
include the Bunbury Outer Ring Road, the Hodges Drive to Hepburn Avenue freeway widening project, the
Smart Freeway Mitchell Southbound, Reid Highway to Vincent Street project and the Boomerang Creek
Diversion project at Peak Downs Mine.
Mining
The Mining business specialises in mine management, contract mining, load and haul, dragline operations, drill
and blast, coal handling prep plants, maintenance services and the fabrication of water and service vehicles.
Results summary ($M)
Revenue
EBITDA
Depreciation
EBIT
FY22
FY21
1,273.2
199.3
(92.7)
106.6
15.7%
8.4%
1,177.2
212.8
(128.9)
83.9
18.1%
7.1%
Underlying activity levels increased by 8.4% despite the impact of lower revenue (and depreciation) on the
Boggabri project following the sale of the key mining fleet to Idemitsu in July 2021. Revenue increased to
$1,273.2 million from $1,177.2 million in FY21.
Earnings increased to $106.6 million compared to $83.9 million representing strong margin growth from
7.1% to 8.4%. The improvement was in part due to the impact of closing out lower margin projects,
predominantly delivered during FY21, as a result of cost pressures related to COVID-19 measures. EBITDA
reflects the underlying improvement in earnings offset by the lower depreciation following the Boggabri
transaction.
The Mining business secured a number of contract extensions underpinned by long-term relationships with our
existing clients, including:
• A five-year extension at Phosphate Hill out to Sept 2026 extending the strong relationship with Incitec
Pivot and valued at circa $120 million;
• An extension of five years at the Curragh project and expansion to seven fleets (1 August 2022 start),
valued at circa $1.2 billion;
• South Middleback Ranges Projects secured a circa $600 million extension for four years which
included the Iron Knob Pit coming on line;
• A five-and-a-half-year extension to the Baralaba contract continuing the good relationship with
Baralaba Coal Company and valued at circa $800 million; and
• A four-year extension at the Kogan Creek project valued at circa $150 million.
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OPERATING SEGMENTS CONTINUED
The Karara Mining contract was formalised in December 2021 with an expected contract value of circa
$702 million. Operations at Karara commenced in March 2022 and continue to ramp up to full capacity in FY23.
The key mining fleet includes 3 x 600 tonne shovels and 14 x 240 tonne trucks plus an ancillary fleet of dozers,
loaders, graders, water carts and drills.
Minerals, Energy & Technologies
The Minerals, Energy & Technologies (MET) business incudes RCR Mining Technologies (RCR), DIAB
Engineering (DIAB) and Primero Group Limited (Primero). RCR Mining Technologies is a leading Original
Equipment Manufacturer (OEM) that offers innovative materials handling design capability. DIAB Engineering
has proven capabilities in the metals and mining industry and provides specialist maintenance (shutdown
services and onsite maintenance), industrial engineering and fabrication. Primero provides a full Engineering
Procurement Construction (EPC) capability that operates in the mineral processing, energy and non-process
infrastructure market segments.
Results summary ($M)
Revenue
EBIT
701.0
48.3
6.9%
426.9
33.6
7.9%
FY22
FY21
MET revenue increased to $701.0 million compared to $426.9 million in FY21 recognising expansion of revenue
in Primero and inclusion of Primero for a full 12-month period following the acquisition of the business in
February 2021 (five-month period of Primero results included in FY21).
Full year results have been bolstered with the continued ramp-up in execution delivery on Primero’s major EPC
contracts at Covalent Lithium’s Mount Holland project and Strandline Resources Coburn Mineral Sands project,
well supported by the transition from completion of Rio Tinto’s Gudai-Darri NPI project and the two FMG
crushing hubs and overland Conveyor delivered through RCR and Primero in the first half.
These projects will continue to contribute to a significant portion of FY23 earnings with a consistent run rate
maintained through the delivery of Core Lithium’s Finniss EPC project awarded in FY22, and other design and
construction works at Tianqi Lithium’s Kwinana Refinery. Multiple year contract operations awards and Build-
Own-Operate solutions at Savannah Nickel for Panoramic Resources and Atlas Iron’s Mt Webber and Miralga
projects have also contributed to the increased revenues throughout the year with recurring longer-term
contracts a key addition to the Group’s capability.
RCR’s OEM design and manufacturing space has been strong in tendering and awards during the second half
of FY22 with significant momentum continuing into FY23. The commencement of the long-term apron feeder
service agreement with Rio Tinto in FY22 is adding significant parts and service scope into RCR’s FY23 program
which has been steadily growing year-on-year.
DIAB has secured a contract with Lynas Rare Earths for the filter building and associated equipment, a key part
of Lynas’ new processing facilities in Kalgoorlie. DIAB will carry out all the fabrication works for the filter building
at its state-of-the-art fabrication facilities in Geraldton utilising local regional labour and local indigenous
apprentices and trainees. Adding to the Lynas award, DIAB has secured further works with Rio Tinto for the
fabrication and installation of multiple dust systems across several Rio sites with fabrication works being
conducted in Geraldton.
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BALANCE SHEET, OPERATING CASH FLOW AND CAPITAL EXPENDITURE
A summary of the balance sheet as at the end of the current financial year and the previous financial year is
provided below.
30 Jun 22
30 Jun 21(1)
Cash
Financial debt
Lease debt
Net Debt
Property, plant and equipment
Non-current assets held for sale
Lease assets (right of use)
Working capital
Investments in associates and listed equities
Tax liabilities
Net Tangible Assets
Intangibles and goodwill
Net Assets
Gearing
Gearing excl. Lease debt
$M
219.3
(233.2)
(52.8)
(66.6)
423.5
-
44.5
19.4
22.4
(54.2)
389.0
209.3
598.3
11.1%
2.3%
$M
146.5
(261.9)
(55.9)
(171.3)
321.4
82.6
48.2
51.5
15.8
(15.8)
332.5
212.6
545.1
31.4%
21.2%
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer to note 7.5.
Cash balances ended the year at $219.3 million. Debt repayments in the year included asset financing debt
payments of $46.6 million in line with agreements and $28.8 million of corporate debt which mostly relates to
business acquisition finance. New asset financing in the year totalled $110.5 million mostly to fund new capital
expenditure associated with the Karara Mining contract. Net debt improved to $66.6 million.
Capital expenditure totalled $206.3 million (2021: $78.6 million) of which circa $101.8 million was for the new
Karara Mining project which commenced March 2022, $24.7 million on crushing plants for BOO contracts in
Primero. The balance $79.8 million represents sustaining and maintenance capital expenditure in line with
previous guidance on annual spend rates of circa $80.0 million.
Tax balances are carried as net tax liabilities but included within that balance are further carried forward tax
losses. The majority of tax expense was offset by tax losses, with minor amounts of tax paid in overseas
jurisdictions and for Primero relating to the pre-acquisition period. NRW continues to benefit from the ATO’s
introduction of Temporary Full Expensing, which commenced in 2021 for eligible capital expenditure.
Returns to shareholders included both a final dividend for FY21 of 5.0 cents paid in October 2021 and an interim
dividend for the current financial year of 5.5 cents paid in April 2022. Overall dividend payments in the year
totalled $47.2 million.
All banking covenants were in compliance at all times during the year and at 30 June 2022.
Investments increased mostly due to shares acquired in Green Technology Metals Limited (ASX: GT1).
As noted in the footnotes to the related disclosures in the financial statements, the values disclosed at
30 June 2022 have been adjusted for the finalisation of Primero purchase price accounting. The net effect of
the adjustment was approximately $5.5 million increase to the goodwill, for further details refer to note 7.5 of
the financial statements.
Net Assets increased in the year by $53.2 million to $598.3 million reflecting earnings in the year net of dividend
payments.
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OCCUPATIONAL HEALTH AND SAFETY
The COVID-19 pandemic continues to pose challenges throughout our operations. The implementation of
robust critical controls has ensured that our people and the communities that they work and live in are kept safe.
We continue to work closely with clients, contractors and suppliers to support the continuation of safe,
uninterrupted operations. Our people have displayed a remarkable resilience to the COVID-19 challenges as
they arise, however we are managing some fatigue in parts of the business due to a strain across the labour
market.
The wellbeing of our people remains our highest priority. We are passionate about ensuring the right controls
are in place to safeguard our employees and contractors. We focus on identification, mitigation and where
practical, elimination of hazards, so that everyone goes home in a safe and healthy condition. For this reason,
our Occupational Health and Safety Management Systems are accredited to the applicable Australian and
International Standards (AS4801:2001/ISO18001:2007) and are subject to continuous auditing by third parties.
NRW’s Total Recordable Injury Frequency Rate (TRIFR) at June 2022 was 5.73 (FY21: 6.25).
PEOPLE AND CULTURE
The attraction and retention of our workforce over the last 12 months has been challenging given the tightening
labour market, post COVID-19 restrictions and the broader reduction in the Australian unemployment rate. NRW
has introduced separate attraction and retention strategies tailored to specific parts of the business to ensure
that we can place our employees in all our projects. By utilising these strategies, we were able to deliver 250
employees for our Karara project and 103 employees for our Covalent project. This, along with the offering of
competitive remuneration and benefits has seen a consistent high rate of return of employees at the end of
projects to the start of the next. The retention of a skilled workforce familiar with internal systems and processes
supports positive outcomes on our projects.
The Group headcount has increased over the past 12 months from 6,200 to 7,000.
The development of our workforce continues to be a priority and supports the retention of our employees. In
addition to on-the-job learning, various development initiatives have been undertaken across the Group:
• Employment of more than 200 apprentices and trainees;
• Development and training of 85 graduates and undergraduates;
• Over 60 members of staff working through formal training programs;
•
• Over 8,000 training events undertaken via eLearning solutions.
Leadership and development courses completed by 295 members of staff; and
NRW is committed to providing a positive and safe work environment for all employees and strongly advocates
a diverse and inclusive culture. In light of recent reports and the findings from the Western Australian
parliamentary inquiry into sexual harassment in the FIFO mining industries and the Enough is Enough report,
our Civil & Mining and Action Drill & Blast entities have undertaken Diversity & Inclusion surveys. The purpose
of the surveys was to highlight if we had any areas of concern and also understand how the workforce perceived
our response to workplace behaviour complaints. Through the survey results and a series of workshops, we
have developed a set of initiatives that are designed to improve workplace diversity and culture, and to ensure
a safe working environment for all. The survey results have shown a high level of engagement with our
employees which will support the implementation of these initiatives.
NRW recognises the value of a diverse workforce that is engaged and inclusive. A number of initiatives driven
by our businesses and employees include:
• Mental health initiatives – mental health first aid training for site leadership teams, Blue Tree Project,
and Movember;
• Employee initiatives – Memorial tree placed at Yarrabee, significant fundraising for workmate on long-
term sick leave;
• Support of the RUOK charity day, promoting suicide prevention awareness;
•
Involvement in various ‘Women in Mining’ events, promoting female participation in the resources
sector;
• Engagement with various indigenous vendors for the supply of labour hire and subcontract employees;
and
• Continued to increase our indigenous employment participation rate.
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CONTINUED
OUTLOOK
Civil
The outlook for the NRW Civil business is buoyant across both key markets – resources and public
infrastructure.
Our expectation in iron ore is that the opportunities with blue chip clients will far outweigh our capacity to bid,
win and deliver, with the potential to provide an opportunity to be more selective on the work we contract. The
critical issue for FY23 is timing of release of new projects given broader industry pressures. Delivery will rely on
the availability of experienced staff, which is expected to ease through FY23 providing the necessary resources
to support increased activity.
In infrastructure, although a number of projects have been deferred due to resource pressures, new projects
have been added to the pipeline set for release between now and the end of next calendar year.
The Golding business continues to track a solid pipeline of civil opportunities in sectors where Golding has a
strong track record of delivery. Over the last 12 months, there has been a noticeable increase in the quantum
of projects at, or soon to come to, the market which has resulted in an easing in what has traditionally been a
very competitive sector.
There are also positive indications the market is generally moving away from the more traditional form of hard
dollar contracting (fixed price) and towards a more collaborative form of contracting. The Urban business,
despite the challenges faced through industry labour shortages and flood events during FY22, is also facing
strong demand over the next 12 months.
Mining
The Mining business has secured most of the work expected to be delivered in FY23 and has long-term
contracts for a number of years beyond. Focus will be on improving productivity and asset utilisation. As
previously advised, the business has an objective to focus on green metals which is where future investment
will be prioritised.
Minerals, Energy & Technologies
The MET business continues to see the battery minerals and materials sector as a growth opportunity,
increasing over the next three to five years; sectors where the Group’s experience, capability and reputation is
growing both locally and on a global scale. An increasing requirement for raw materials supply security within
North America and specifically lithium has led to equity investment in Green Technology Metals that may lead
to project development and operating revenues over the coming years. Primero’s North American operations
have been centred around the Montreal office, established in 2017 predominantly with a front end design
engineering and project management capability which has recently completed delivery of projects in Alaska for
Northern Star Resources, and Quebec for Sayona Mining. To further support the growth of the North American
business, a second office location has been established in Houston to assist with upcoming downstream Lithium
refinery project works situated in the US.
Contract operations and BOO opportunities are continuing to grow, with near-term negotiations and discussions
taking place for multi-year base revenue contracts that would allow the Group to train and maintain a depth of
experience to service the Group’s own operations and those of our clients.
Opportunities in the energy sector include building on the Group’s highly skilled and technically competent team
that continues to support emerging and established clients in the hydrogen and natural gas space.
Group
The overall group pipeline remains strong at $19.8 billion of which circa $3.5 billion are submitted tenders. The
medium-term outlook is very positive, but as discussed above the timing of client awards provides both risk and
opportunity to FY23 revenue forecasts.
The value of work secured for FY23 is around $2.3 billion which is either in the order book, or is expected as
repeatable business in Urban, RCRMT and DIAB Engineering.
SIGNIFICANT EVENTS AFTER PERIOD END
Other than as disclosed elsewhere in the Directors’ Report, in the opinion of the Directors, there were no
significant events after the reporting period.
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DIVIDEND
The Directors have declared a final dividend for the financial year of 7.0 cents per share. This brings the total
dividend for the year to 12.5 cents per share following the interim dividend paid in April 2022. The dividend will
be fully franked and paid in October 2022.
DIRECTORS’ INTERESTS
The relevant interest of each Director in the ordinary share capital are set out in note 8.2 of the Remuneration
Report. There were no transactions between entities within the Group and Director related entities as disclosed
in note 7.3 of the financial statements.
PERFORMANCE RIGHTS OVER UNISSUED SHARES OR INTERESTS
As at 30 June 2022 there are 9,231,011 Performance Rights outstanding (2021: 6,000,551).
Details of Performance Rights granted to Executives as part of their remuneration are set out in the
Remuneration Report on pages 14 to 28.
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LETTER FROM CHAIRPERSON OF THE NOMINATION & REMUNERATION
COMMITTEE
Dear Shareholders,
On behalf of the Board, I am pleased to present our Remuneration Report (the Report) for the financial year
ended 30 June 2022. The report that follows this letter details the governance, framework and outcomes of the
Company’s remuneration practices. NRW services a key sector within the Australian economy and has
continued to do so during very challenging times. A key element of our continued success is the contribution
made by the people working across all our businesses, and the Board is proud of the entire NRW workforce for
its continued commitment during FY22.
The NRW remuneration framework has evolved over recent years to rebalance executive remuneration towards
long-term, at-risk elements that reward performance aligned to shareholder interests. The N&RC believes the
remuneration framework, which it continues to develop, provides a structure to retain and attract the right people
whilst generating sustainable shareholder returns.
FY22 Business Performance
FY22 has been a successful year for the Company highlighted through record earnings and strong operating
results. These results were delivered through tough economic conditions which included widespread labour
shortages and increased supply chain and inflationary pressures. Despite these challenges, experienced widely
across the sector, NRW was able to deliver on its projects and further its strategic objectives. This resulted in
the following business outcomes:
• Record revenue of $2,377.7 million and strong underlying earnings before interest, tax, depreciation,
amortisation (EBITDA) of $272.4 million;
• A final, fully franked dividend of 7.0 cents, bringing the total FY22 dividend to 12.5 cents;
• Earnings per share (EPS) at 21.7 cents; and
• Total Shareholder Return (TSR) for the period of $170.9 million.
Short-Term Incentive (STI)
The continued commitment of the Executive Management Team in executing the businesses’ strategic
objectives and delivering the financial results outlined above resulted in the vesting of most short-term
incentives, see section 6.1.1 of the Report for further details. This result, an improvement on FY21, is reflective
of the businesses’ strong financial performance during FY22. The plan also includes strategic targets which
have been reviewed and assessed by the N&RC and appropriately recognised in FY22 remuneration outcomes.
Long-Term Incentive (LTI)
In FY22, no Performance Rights (Rights) vested to the CEO as there were no LTI plans with a vesting date in
the period. This was due to the LTI plans transitioning from shorter performance periods, focusing on business
recovery, to the now annual three-year performance period to focus on medium to long-term value creation.
NRW is pleased to report an improvement in total shareholder return due to an increase in the share price and
continuation of dividends paid throughout the year. The structure still requires further share price recovery to
meet the LTI performance objectives assessed later this calendar year, in line with the N&RC’s intention. See
section 6.2.2 of the Report for details of the current LTI plans in place.
FY22 Executive Remuneration Changes
During the year, the N&RC notes the following changes to Executive Remuneration:
• As detailed in the 2021 Notice of Meeting, the Board awarded Mr Pemberton a modest salary increase
from $1,200,000 to $1,250,000 effective 1 July 2021. The current increase was tested through an
independent remuneration consultant who confirmed both the fixed and variable (at-risk) values were
appropriate. See section 3.3 of the Report for further details of this engagement. The Board is of the
view that the salary increase is warranted in recognition of the expanded NRW business, and additional
challenges and opportunities that the enlarged business presents to Mr Pemberton in his role as CEO.
• The N&RC has delivered on its commitment to an annual Rights award that focuses on medium to long-
term business performance. I am pleased that our shareholders approved the FY22 Rights Plan at the
2021 Annual General Meeting, and it was particularly encouraging to see such strong support for the
resolution.
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COMMITTEE CONTINUED
• The FY22 Rights Plan was rolled out to the Executive Team during FY22 and has a three-year
performance period up to 30 September 2024, as shown in section 4.3 of the Report.
• The Company’s annual Rights Award has now transitioned to an EPS target rather than an Earnings
before Interest, Tax, Amortisation (EBITA) target. The EPS target compliments TSR and Gearing. The
N&RC acknowledges shareholder commentary with regards to the inclusion of Gearing, but notes it is
fundamental to NRW’s balance sheet strength and management of debt within the organisation and
therefore has been determined to be an appropriate measure of performance for a capital-intensive
contracting business.
Changes to Non-Executive Director Fees
Following approval by members at the November 2021 Annual General Meeting for a Director Fee Pool
increase, the N&RC recommended a change to the Non-Executive Director fee structure. These changes were
in line with advice and commentary sought from Egan Associates (Egan) during the year, see section 3.3 for
further details. These changes represent the first change to this structure since 2012 and include the introduction
of Board committee fees to recognise the significant workload inherent in service on these committees, and an
increase in base fees for the Chairperson and Board members. The changes reflect the Company’s increasing
scale and scope with additional responsibilities incumbent on the Board as areas of governance risk (such as
sustainability and workplace culture) become more complex and have a greater impact on company perception
and market performance. In addition, given the recent acquisitions culminating in the Minerals, Energy &
Technologies business, these changes maintain the Company’s ability to attract suitably qualified and
experienced directors commensurate with the size of the Company.
Looking Forward
In conclusion, the N&RC is satisfied that the FY22 remuneration outcomes reflect and support the Company’s
strategic and financial performance, giving us confidence that we are adopting effective remuneration
frameworks.
Peter Johnston
Chairperson Nomination and Remuneration Committee
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1 SCOPE OF REPORT
The Report for the year ended 30 June 2022 outlines the remuneration arrangements in place for the Key
Management Personnel (KMP) of NRW Holdings Ltd (NRW, the Company) which includes Non-Executive
Directors, Executive Directors, and those key executives who have authority and responsibility for planning,
directing and controlling the activities of NRW during the financial year.
The pages of the Report that follow have been prepared in accordance with section 300A of the Corporations
Act 2001 (Cth) (the Act) and audited in accordance with Section 308(3C) of the Act.
2 KEY MANAGEMENT PERSONNEL
The following persons were classified as KMP during the 2022 financial year and unless otherwise indicated,
were classified as KMP for the entire year:
Key Management Personnel
Non-Executive Directors
Michael Arnett
Chairperson and Non-Executive Director
Jeff Dowling
Non-Executive Director
Peter Johnston
Non-Executive Director
Fiona Murdoch
Non-Executive Director
Executive Directors
Jules Pemberton
Chief Executive Officer (CEO) and Managing Director
Other Executives
Andrew Walsh
Chief Financial Officer
Kim Hyman
Company Secretary
Brett McIntosh
Executive General Manager – Health, Safety, Environment (from 1 March 2022)
Geoff Caton
Executive General Manager – Golding
Ric Buratto
Executive General Manager – NRW Civil & Mining (retired 9 July 2021)
Andrew Broad
Executive General Manager – Action Drill & Blast
Notice
Period
6 months
6 months
6 months
6 months
6 months
6 months
6 months
Ian Gibbs
Executive General Manager – RCR Mining Technologies and Heat Treatment (retired 30 June 2021)
6 months
Brendan Dorricott
Executive General Manager – RCR Mining Technologies and Heat Treatment (from 1 July 2021)
6 months
Glen Payne
Executive General Manager – DIAB Engineering
Cameron Henry
Executive General Manager – Primero Group (from 17 February 2021)
6 months
6 months
Executive Directors and Other Executives are together referred to as ‘Executives’ within this report.
The terms of employment for Executives are formalised within an employment contract (Executive Service
Agreement). All Executives listed in the remuneration table are appointed under an Executive Service
Agreement not for any fixed term and carry no termination payments other than statutory entitlements. The
Executive Service Agreements in place contain non-compete provisions restraining Executives from operating
or being associated with an entity that competes with the business of NRW up to six months after termination.
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3 REMUNERATION GOVERNANCE
Documented below are NRW’s governance practices with regards to the remuneration and reward of KMPs
within the organisation.
ROLE OF THE BOARD AND THE NOMINATION & REMUNERATION
COMMITTEE
The roles and responsibilities of the NRW Board, Nomination and Remuneration Committee, management and
external advisors in relation to remuneration for Executives and employees of NRW are outlined below.
Board
Nomination
and
Remuneration
Committee
CEO and
Management
External
Advisors
The Board is responsible for the oversight and strategic direction of NRW. The Board reviews, and as appropriate,
approves the remuneration practices within NRW. The Board is responsible for the remuneration and remuneration
outcomes for the CEO and Non-Executive Directors. Any changes to the Director fee pool are approved by
Shareholders, in line with the Company Constitution.
NRW has established a Nomination & Remuneration Committee (N&RC) consisting of Peter Johnston (Chairperson),
Michael Arnett, Jeff Dowling and Fiona Murdoch. The N&RC are governed by the N&RC Committee Charter. The
N&RC is responsible for making recommendations to the Board on the remuneration arrangements for Non-Executive
Directors and KMP. For further details in relation to the responsibilities of the N&RC, please see the N&RC Charter on
the NRW website.
The CEO makes recommendations to the N&RC regarding the remuneration of Key Executives.
NRW seeks to engage external advisors to provide information on remuneration related issues, including with regards
to benchmarking and market data. The N&RC is mandated to engage external and independent remuneration advisors
who do not have a relationship with or advise NRW management.
NRW uses the above information and analysis to make informed decisions on remuneration practices within the organisation in line with
our guiding principles.
REMUNERATION STRATEGY
Our remuneration strategy is guided by our Remuneration Guiding Principles. The Board has adopted the
following over-arching principles which recognise the importance of fair, effective and appropriate remuneration
outcomes.
Remuneration Guiding Principles
Alignment
Attract and Retain
Motivate
Appropriate
Alignment of the remuneration
strategy with the interests of
the Company’s shareholders.
The remuneration framework
across NRW has been
established and is regularly
reviewed to ensure that the
Company can attract and retain
appropriate talent across our
workforce.
Remuneration plans are
structured to ensure that our
top talent are rewarded for
achieving both short and long-
term business objectives. The
Company’s short and long-
term variable reward is directly
aligned to performance.
Remuneration packages are
established and reviewed
regularly to ensure that they
reflect contemporary trends in
sectors and regions relevant to
the operations of NRW.
ENGAGEMENT OF INDEPENDENT REMUNERATION CONSULTANTS
The N&RC has previously engaged Egan Associates (Egan) to review its existing remuneration policies and to
provide recommendations on executive short-term and long-term incentive plan design and non-executive
director remuneration. The advice, first sought in 2019, was based on market analysis of remuneration trends
on a comparative and industry specific basis. This advice resulted in changes to fixed remuneration, short-term
incentives and the structure of the long-term incentive plan which were affected from 1 July 2019.
Since 2019, the N&RC has continued to engage Egan to ensure the advice sought and subsequent
recommendations implemented remain relevant in the context of the broader market conditions. These
engagements, conducted in both FY21 and FY22, focused on the role of the CEO, CFO and the second-highest
paid executive among organisations of comparable scale across the broad market. Egan also provided research
and commentary on fees paid to Non-Executive Directors, including Chairpersons and Committee member
arrangements. The observations were provided to the N&RC for consideration, who then made some specific
recommendations to the Board. Changes were implemented to the remuneration structures where the Board
considered it appropriate and in line with Egan recommendations.
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ENGAGEMENT OF INDEPENDENT REMUNERATION CONSULTANTS
CONTINUED
Fees paid to Egan for the year ended 30 June 2022 are shown below.
Fees paid to Egan Associates
Total
2022
9,240
9,240
2021
13,629
13,629
The Board is satisfied that the recommendations were made free from undue influence from any members of
the Key Management Personnel due to the following arrangements:
• Egan was engaged by, and reported to, the Chairperson of the N&RC. The agreement for the provision
of the remuneration consulting services was executed by the Chairperson of the N&RC under delegated
authority on behalf of the Board, and the arrangement was executed by the Company Secretary;
• The report containing the remuneration recommendations was provided by Egan directly to the
Chairperson of the N&RC; and
• Egan was permitted to speak to management throughout the engagement to understand company
processes, practices and other business issues and obtain management perspectives, if so required.
However, Egan was not permitted to provide any member of management with a copy of their draft or
final report that contained remuneration recommendations.
4 EXECUTIVE REMUNERATION STRUCTURE
The remuneration framework is designed to support the Company’s strategy and to reward its people for its
successful execution. NRW’s remuneration framework combines elements of fixed remuneration and ‘at-risk’
remuneration, comprising short and long-term incentive plans, as detailed below.
The NRW remuneration framework recognises that the Group’s overall objectives of delivering profitable growth
will ultimately lead to long-term shareholder returns.
Fixed Remuneration
Short-Term Incentive (STI)
Long-Term Incentive (LTI)
Award
Cash - salary and superannuation
capped at the relevant
concessional contribution limit.
Cash - Executives can earn a cash based
incentive by achieving specific objectives set by
the CEO and N&RC(1)
Rights - Executives can participate in an equity based
incentive through the award of Rights.
Structure
Fixed
STI award is based on a percentage of the
Executive’s TFR (see 4.1).
Purpose
Attract, engage and retain a high
performing workforce to ensure
NRW delivers on its strategic
objectives.
Reward Executive performance against annual
Key Performance Indicators (KPIs) to focus
Executive effort on short-term business
performance.
Approach
Fixed remuneration is set with
reference to role, market and
relevant experience, which is
reviewed annually and upon
promotion.
Annual STI objectives are set for each Executive
based on core accountabilities. Awards vest
through achieving a set of relevant business
objectives. Awards up to the maximum amount
payable can be achieved when performance is
rated as superior reflecting the achievement of
stretch objectives.
LTI award is based on a percentage of the Executive’s TFR
(see 4.1) and determined with reference to the 30-day Volume
Weighted Average Price (VWAP) up to and including the start
date of the performance period.
Align Executive and shareholder interests by rewarding long-
term value creation measured through the delivery of strategic
goals and promoting employee retention by requiring
participants remain employed with NRW throughout the
performance period, up to and including vesting date.
Annual LTI objectives are set for each Executive based on
long-term value creation for shareholders. Rights which vest
following the achievement of objectives are converted to
shares on the vesting date.
Key Terms
Award Deferral
Other Key Provisions
Continued Employment
Continued Employment
Participants must remain employed with the
Group throughout the performance period for STI
awards to vest. The normal performance period
being one-year.
Participants must remain employed with the Group throughout
the performance period, up to and including the vesting date,
for LTI awards to vest. The normal performance period being
three-years.
Up to 25% of an award can be deferred for up to
12 months at the discretion of the N&RC, if they
determine that additional time is required to
provide more certainty on specific business-
related outcomes.
Other key provisions, including related to Breach of Obligation,
Good Leaver, Change of Control and Ceasing of Employment,
are outlined in NRW’s Notice of Meeting under ‘Other key
provisions of the Plan’ and detailed in NRW Holdings Limited
Performance Rights Plan Terms and Conditions.
Other
Benefits
The opportunity to salary sacrifices benefits on a tax compliant basis is available upon request. NRW also provides basic income protection cover for all
employees.
(1) Executives can elect to convert the value of STI (cash) award into an equity based award of Performance Rights. Vesting of Rights under
this award is subject to performance hurdles assessed in line with the applicable LTI Plans and is subject to approval by the N&RC.
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FIXED REMUNERATION
As the NRW Group continues to grow, it is important to ensure that the remuneration levels of the Executive
team support the Group in attracting and retaining high calibre staff to lead the delivery of strategic objectives.
Remuneration for Executives is set dependent on a number of factors including, but not limited to, the scope of
their role, experience and market conditions at the time of employment. NRW engages external consultants
where required to benchmark remuneration practices to market.
During the year, the Board awarded Mr. Pemberton a fixed salary increase from $1,200,000 to $1,250,000
effective 1 July 2021. The Board is of the view that the salary increase is warranted in recognition of the
expanded NRW business, and additional challenges and opportunities that the enlarged business presents to
Mr. Pemberton in his role as CEO. The increase was tested through an independent remuneration consultant
who confirmed both the fixed and variable (at-risk) values were appropriate. Details of this engagement can be
found in section 3.3 of the Report. In addition, a number of changes were made to other KMP’s TFR during the
year to recognise the expanded business and to keep remuneration competitive within the wider market.
The table below provides information on the remuneration packages of Executives as at 30 June 2022.
Jules Pemberton
Andrew Walsh
Kim Hyman
Brett McIntosh
Geoff Caton
Andrew Broad
Brendan Dorricott
Glen Payne
Cameron Henry
TFR(1)
1,250,000
800,000
398,068
400,000
685,000
521,768
333,568
448,568
495,000
STI
80%
0%(3)
20%
33%(4)
33%
33%
33%
33%
33%
LTI(2)
120%
180%
20%
35%
35%
35%
35%
35%
35%
(1) Annual Total Fixed Remuneration (TFR) as at 30 June 2022.
(2) LTI Plan structure approved by N&RC.
(3) Mr. Walsh elected to convert the value of his discretionary STI into an equity based award of Performance Rights. Vesting of Rights under
this award is subject to performance hurdles assessed in line with FY20 and FY21 LTI Plans. These changes were approved by the N&RC
and supported by the independent remuneration consultant.
(4) Mr. McIntosh joined NRW on 1 March 2022 and was therefore not eligible for the FY22 STI Plan.
For FY22, the split between fixed and variable remuneration components if maximum at-risk remuneration is
earned is as follows.
KMP Remuneration Mix
Chief Executive Officer
33%
27%
40%
Chief Financial Officer
36%
64%
Executive General Manager
60%
20%
20%
Fixed
Short-Term Variable
Long-Term Variable
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STI ARRANGEMENTS
Rewarding Executive performance against annual KPIs, focuses and rewards effort for delivering short-term
business performance. The Board considers the financial measures contained within the STI plan to be
appropriate as they are aligned with the Group’s overall objectives of delivering profitable growth and ultimately
over the long-term, shareholder returns. The non-financial performance measures of the CEO have been
approved by the N&RC. Those non-financial performance measures of the other KMPs are approved by the
CEO to drive strategic initiatives and performance consistent with the overall business strategy. The following
table summarises the key components and operation of the FY22 STI plan for Executives.
Plan Name
FY22 STI Plan
Participants
All Executives
Performance Period
One-year performance period beginning 1 July 2021 and ended 30 June 2022
Award Value
Award value is equal to a percentage of the KMP’s TFR (as shown in 4.1)
KPIs are made up of two critical financial measures and four individual strategic measures. Hurdles for financial
metrics are set to allow for a staggered approach to achievement of incentive targets. Objectives are based on
achieving a minimum financial target in the performance period at which time a proportion of the total incentive
will be earned. The balance of the total STI is accrued by achieving progressively higher earnings. Actual
financial performance between targets is paid pro rata.
Earnings (measured by EBIT / EBITA)
Performance Metrics
Earnings before interest and taxes (EBIT) and amortisation (EBITA) is selected dependent upon business unit.
EBIT / EBITA targets are used as a proxy for ‘cash’ generation at the business unit level.
Revenue Growth Objectives
NRW operates in a contracting environment where securing, as well as delivering, work is critical to sustaining
earnings. Achievement of this financial target is measured against the extent to which the businesses approved
FY23 budget reflects a revenue forecast at or above the objectives included in the businesses strategic plan.
Key Performance Indicators (KPIs)
Individual performance hurdles are set during the performance period for four strategic objectives. These
strategic objectives vary for each Executive dependent upon the business units they manage.
Testing Date
Incentive payments are determined in line with the approval of the Financial Statements for the end of the
performance period – being the 30 June 2022 annual financial statements.
Relationship between
performance and
payment
Earnings
60%
Target 1
20% earned
Target 2
additional 20% earned
Target 3
additional 20% earned
Revenue
Growth
Objectives
20%
Target 1
10% earned
Target 2
additional 10% earned
KPIs
20%
Other Terms and
Conditions
Calculation of
Outcome
The structure of the plan ensures that an STI cannot be earned for managing safety. If safety is not managed to
expectations, then any STI earned can be adjusted downwards.
The above STI outcome percentages are then multiplied by the KPI weighting and individual STI opportunity to
determine the payout amount.
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LTI ARRANGEMENTS
The NRW LTI Plan seeks to align Executive and Shareholder interests by rewarding long-term value creation
and success measured through the delivery of long-term strategic goals. The CEO was granted an award of
Rights under the FY22 LTI Plan post approval of Shareholders at the 2021 AGM, as outlined below.
Plan Name
FY22 LTI Plan
Participants
All Executives
Plan Details
The structure of the plan and quantum of Rights awarded to the CEO was approved by Shareholders at the 2021
AGM. Please see the 2021 Notice of Meeting for further details.
Performance Period
Three-year performance period starting year of award up to vesting date.
Award Value
Grant of performance rights is equal to a percentage of the KMP’s TFR (as shown in 4.1).
Vesting Date
Subject to the achievement of the performance metrics across the performance period, Rights will vest on 30
September 2024.
The performance metrics chosen are focussed on delivering increased earnings and growth in shareholder value,
whilst maintaining appropriate levels of gearing within the business. NRW operates a capital-intensive business
where asset purchasing and maintenance are critical to successful operations. The management of gearing over
the long-term is critical to ensuring debt is managed appropriately within the business.
Performance
Metrics and
Weighting
Testing Date
Relationship
between
performance and
vesting
Valuation
Assumptions
Other Terms and
Conditions
Total
Shareholder
Return (TSR)(1)
Earnings Per
Share (EPS)(3)
Weighting
FY24
33.3%
33.3%
Min
Max
Min
Max
$2.81
$3.02
27.8c
29.5c
Gearing(4)
33.3%
Below
40%
TSR targets require minimum growth of 10%
per annum based on an initial share price of
$1.92(2).
EPS targets require delivery of at least 10%
per annum growth from FY21 actual results.
Gearing targets require growth to be funded
through a balance sheet structure where debt
to equity does not exceed 40%.
The vesting of Rights is determined in line with the approval of the Financial Statements at the end of the
performance period.
Executive Rights will vest in full subject to the above performance hurdles being met. Where performance is above
the minimum objective but below the maximum objective, the performance rights will vest pro rata to actual
achievement.
The value per Right to determine the total Rights allocated under this plan is based on the 30-day VWAP to 30
June 2021, being $1.52.
Gearing will be measured by the average Gearing across the performance period.
TSR will be measured on sustaining returns at target level for a minimum two-month period in the performance
period or any day the target is achieved in the final two months of the performance period.
(1) The TSR objective is expressed as a target share price as a proxy for TSR. The final assessment of TSR will include appropriate
adjustments which will include dividend payments and any equity raisings during the performance period to reflect actual TSR.
(2) TSR objective is set based on the 30-day VWAP to 30 June 2020 of $1.92, which is a higher target than the 30-day VWAP to 30 June
2021 of $1.52 that would normally have applied to this FY22 Award.
(3) EPS will exclude the amortisation of acquisition intangibles and non-operating transactions (acquisition transaction costs for example) at
normal tax rates.
(4) The Company defines Gearing as net debt / total equity.
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NRW HOLDINGS ANNUAL REPORT 2022 | Directors’ ReportNRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Report
DIRECTORS’ REPORT
DIRECTORS’ REPORT
CONTINUED
CONTINUED
LTI ARRANGEMENTS CONTINUED
NRW’s outstanding LTI Plans are outlined below. Rights awarded under each plan require substantial
increments in shareholder returns, growth in earnings and management of debt.
Plan
FY22 LTI Plan
FY21 LTI Plan
FY20 LTI Plan
Participants
All Executives
All Executives
All Executives
Plan Details
Performance
Period
The structure of the Plan was
approved by Shareholders at
the 2021 AGM.
The structure of the Plan was
approved by Shareholders at
the 2021 AGM.
The structure of the Plan was approved by
Shareholders at the 2019 AGM.
FY22, FY23, FY24
FY21, FY22, FY23
FY20, FY21, FY22, FY23
Value Period
FY22
FY21
FY19, FY20
Vesting Date
30 September 2024
30 September 2023
30 September 2024 (CFO)
30 November 2022
30 September 2023 (CFO)
30 November 2023
Details of the FY22 LTI Plan
performance hurdles can be
found above.
Details of the FY21 LTI Plan
performance hurdles can be
found in the FY21
Remuneration Report.
FY24
FY23
TSR
EPS
Min
$2.81
Min
$2.56
TSR
TSR
Max
$3.02
Max
$2.70
Min
27.8c
Max
29.5c
EBITA
($M’s)
Min
$169
Max
$176
EBITDA(1)
($M’s)
Details of the FY20 LTI Plan performance hurdles
can be found in the FY20 Remuneration Report.
FY22
Min
$3.22
Max
$3.36
Min
$224
Max
$237
FY23
$3.46
$3.66
$245
$263
40%
Gearing Below
40%
Gearing Below
40%
Gearing
Below
40%
Nil
Nil
2,745,750
2,376,371
Nil
4,108,890
Performance
Hurdles
Rights
Vested
Rights
Outstanding
(1) The performance hurdles set have been adjusted for the impacts of AASB16.
LTI AWARD CYCLE TIMEFRAME
The following chart summarises the remuneration cycle and timelines in place that impact the FY22 financial
year for the LTI Plans in place for the CEO.
June-19
June-20
June-21
June-22
June-23
June-24
June-25
June-26
FY20 LTI Award
FY21 LTI Award
FY22 LTI Award
FY23 LTI Award*
Performance Period Award Period FY23 LTI Plan [under consideration]
*The FY23 LTI Plan is currently under consideration and will be put for Shareholder approval at the 2022 AGM.
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NRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Report
DIRECTORS’ REPORT
DIRECTORS’ REPORT
CONTINUED
CONTINUED
5 COMPANY PERFORMANCE
A key underlying principle of NRW’s Executive remuneration framework is the delivery of financial targets,
recognising that the delivery of financial targets is the foundation for long-term value creation for Shareholders.
The following information summarises key financial performance of NRW over the medium-term.
Measure
2022
2021
2020
2019
2018
Market Capitalisation (30 June)
- $ million
761.4
657.9
793.6
943.5
630.1
Share Price (30 June) - $
1.70
1.47
1.86
2.51
Total Revenue - $ million
2,378
2,222
2,004
1,078
1.70
685
EPS
21.7 cents
12.5 cents
18.2 cents
8.6 cents
11.6 cents
Comparative EBITDA - $
million(1)
272.4
266.7
250.0
143.9
Net Profit After Tax - $ million
97.4
NPATN - $ million(2)
100.9
Interim Dividend Paid - cents
Final Dividend Declared in
Respect of the Year - cents
Annual Total Shareholder(3)
Return - $ million
5.5
7.0
54.3
75.1
4.0
5.0
73.7
89.7
2.5
4.0
32.2
40.4
2.0
2.0
93.4
42.2
33.9
-
2.0
170.9
(143.2)
(244.5)
336.6
391.4
(1) Comparative EBITDA – As disclosed in the annual financial statements in the relevant year.
(2) NPATN – Net profit after tax adjusted for acquisition amortisation and or impairment losses at normal tax rates.
(3) Total shareholder return – change in market capitalisation adjusted for capital raisings plus dividends paid.
6 EXECUTIVE REMUNERATION OUTCOMES
STI OUTCOMES
FY22 PERFORMANCE AND VESTING
The following table provides information on the outcome of the STI Plan for each Executive for the year ended
30 June 2022. The value of the award is outlined in the remuneration table in section 8.1.
Jules Pemberton
Andrew Walsh
Kim Hyman
Geoff Caton
Andrew Broad
Ian Gibbs
Brendan Dorricott
Glen Payne
Cameron Henry
FY22
FY21
STI Earned
STI Forfeited
STI Earned
STI Forfeited
92%
-(1)
92%
92%
50%
-
74%
50%
74%
8%
-(1)
8%
8%
50%
-
26%
50%
26%
65%
-(1)
65%
100%
100%
100%
-
100%
-(2)
35%
-(1)
35%
0%
0%
0%
-
0%
-(2)
(1) Mr. Walsh elected to convert the value of his discretionary STI into an equity based award of Performance Rights. See note 3 under section
4.1.
(2) Mr. Henry joined in February 2021 and was therefore not eligible for the FY21 STI Plan.
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DIRECTORS’ REPORT
DIRECTORS’ REPORT
CONTINUED
CONTINUED
FY22 PERFORMANCE AND VESTING CONTINUED
The outcomes by hurdle are shown below for each KMP who was eligible to participate in the FY22 STI Plan.
STI Earned FY22
By Performance Hurdle
Jules Pemberton
Kim Hyman
Geoff Caton
Andrew Broad
Brendan Dorricott
Glen Payne
Cameron Henry
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Earnings
Revenue Growth Objectives
KPIs
For clarity, the STI outcomes by hurdle for the CEO are included as listed below.
CEO STI Performance By Performance Hurdle
FY22
Earnings Target 1
Earnings Target 2
Earnings Target 3
Revenue Growth Objective Target 1
Revenue Growth Objective Target 2
Strategic Objectives
100%
100%
100%
100%
70%
80%
Earned
Forfeited
A summary of the CEO’s STI performance over the last five-years is set out below.
30%
20%
2018
2019
2020
2021
2022
24
Historical CEO STI Performance
100%
50%
50%
80%
65%
20%
35%
92%
8%
Earned
Forfeited
24
NRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Report
DIRECTORS’ REPORT
CONTINUED
FY22 PERFORMANCE AND VESTING CONTINUED
The outcomes by hurdle are shown below for each KMP who was eligible to participate in the FY22 STI Plan.
STI Earned FY22
By Performance Hurdle
Jules Pemberton
Kim Hyman
Geoff Caton
Andrew Broad
Brendan Dorricott
Glen Payne
Cameron Henry
0%
10%
20%
30%
40%
50%
60%
70%
80%
90%
100%
Earnings
Revenue Growth Objectives
KPIs
For clarity, the STI outcomes by hurdle for the CEO are included as listed below.
CEO STI Performance By Performance Hurdle
FY22
Earnings Target 1
Earnings Target 2
Earnings Target 3
Revenue Growth Objective Target 1
Revenue Growth Objective Target 2
Strategic Objectives
100%
100%
100%
100%
70%
30%
80%
20%
Earned
Forfeited
A summary of the CEO’s STI performance over the last five-years is set out below.
2018
2019
2020
2021
2022
Historical CEO STI Performance
100%
50%
50%
80%
65%
20%
35%
DIRECTORS’ REPORT
DIRECTORS’ REPORT
CONTINUED
CONTINUED
FY21 PERFORMANCE MEASURES
To improve the transparency of its remuneration practices, NRW has committed to disclosing performance
against financial metrics for the previous financial year. Disclosure has been limited to the CEO as
representative of the broader management team.
Please see below performance metrics and outcomes of the FY21 STI Plan.
Performance
Metric
STI
Weighting
Target
($M)
EBITDA
Target 1
Target 2
Target 3
60%
$260
$287
$300
Result
($M)
$266.7
Order Intake
20%
$2,654.9
Target 1
Target 2
KPIs
$2,300
$2,530
20%
100%
LTI OUTCOMES
PERFORMANCE AND VESTING
STI
Earned
Performance Commentary
The Board set aggressive stretch targets for FY21 in order to drive
business performance post the BGC Contracting acquisition in FY20.
During 2021, NRW began to experience the impacts of COVID-19
which resulted in increased costs which negatively impacted Group
earnings. Consequently, the CEO did not meet stretch earnings
objectives.
Order Intake performance exceeded Target 2 resulting in a full award
for this Performance Metric.
Primarily related to acquisitions, integration and strategic growth.
20%
5%
-
10%
10%
20%
65%
No performance rights vested to Executives during FY22 as there was no requisite LTI Plan with a vesting date
during this period. This is a result of the LTI plans previously moving from a one and two-year performance
period to a three-year performance period.
The probability of Executives achieving the relevant performance hurdles for vesting of LTI plans currently
outstanding has been reflected in the share based payment expense, detailed in note 4.7 to the financial
statements.
PERFORMANCE RIGHTS AWARD AND STATUS
The above LTI Plans have resulted in the following movement of Rights during FY22. Further details in relation
to the KMP long-term incentive awards are set out in note 4.7 to the financial statements.
Name
Allocation
Date
Balance of
Unvested
Equity
Awards as at
1 July 2021
Granted
in FY22
Vested in
FY22
Forfeited
in FY22
Balance of
Unvested
Equity
Awards as at
30 June 2022
Fair Value
Per
Security
Fair Value at
Grant Date
Share
Based
Payments
Expense
FY22
Number
Number
Number
Number
Number
Cents
$
$
92%
8%
Andrew Walsh
01/06/2021
2,250,000
Earned
Forfeited
Kim Hyman
17/06/2022
Brett McIntosh
17/06/2022
-
-
-
92,508
30,617
Jules Pemberton
20/07/2020 to
17/06/2022
1,914,492(1)
986,842
Geoff Caton
20/07/2020 to
17/06/2022
275,960
276,220
Andrew Broad
20/07/2020
164,974
-
Brendan Dorricott
17/06/2022
-
83,850
Glen Payne
20/07/2020 to
17/06/2022
152,288
181,619
Cameron Henry
17/06/2022
-
143,222
-
-
-
-
-
-
-
-
-
-
-
-
-
-
2,901,334
12.8 to 192
3,013,841
939,422
2,250,000
37.6 to 153
2,691,511
833,569
92,508
12.8 to 192
75,163
30,617
12.8 to 152
18,957
25,055
6,319
552,180
12.8 to 192
603,994
185,882
(164,974)
-
-
-
-
-
-
-
83,850
12.8 to 192
56,082
18,694
333,907
12.8 to 192
357,150
110,525
143,222
12.8 to 192
101,711
33,904
(1) Updated to reflect the actual number of performance rights approved at the 2021 AGM.
24
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NRW HOLDINGS ANNUAL REPORT 2022 | Directors’ ReportNRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Report
DIRECTORS’ REPORT
DIRECTORS’ REPORT
CONTINUED
CONTINUED
7 NON-EXECUTIVE DIRECTORS’ ARRANGEMENTS
Non-Executive Directors received a fixed fee for Board and Committee duties and are not entitled to any
performance related remuneration. The NRW constitution provides that Non-Executive Directors’ remuneration
must not exceed the maximum aggregate sum determined by the Company in a general meeting. At the 2021
AGM, NRW sought Shareholder approval to increase the maximum aggregate Non-Executive Director sum
from $750,000 to $1,500,000 per annum. This increase was approved by Shareholders.
Following approval by members at the November 2021 Annual General Meeting for a Director Fee Pool
increase, the N&RC recommended a change to the Non-Executive Director fee structure. These changes were
in line with advice and commentary sought from Egan during the year, see section 3.3 for further details. These
changes represent the first change to this structure since 2012 and includes the introduction of Board committee
fees to recognise the significant workload inherent in service on these committees, and an increase in base
fees for the Chairperson and Board members. The changes reflect the Company’s increasing scale and scope
with additional responsibilities incumbent on the Board as areas of governance risk (such as sustainability)
become more complex and have a greater impact on company perception and market performance.
Non-Executive Director fees (excluding superannuation and non-cash benefits) to be paid by the Company to
the Chairperson is $225,000 (2021: $150,000) and to Non-Executive Directors is $125,000 (2021: $100,000).
In addition, the Chairperson of the Audit & Risk Committee receives an additional fee of $25,000 (2021:
$25,000), the Chairperson of the Sustainability Committee receives an additional fee of $10,000 (2021: Nil) and
the Chairperson of the Nomination & Remuneration Committee receives an additional $10,000 (2021: Nil). Non-
Executive Directors are also entitled to receive reimbursement for travelling and other expenses that they
properly incur in attending Board meetings, attending any general meetings of the Company or in connection
with the Company’s business.
The table below sets out the remuneration arrangements for each of NRW’s Non-Executive Directors:
Remuneration
Post-Employment
Benefits
Salary & fees
Non-cash benefit
Superannuation
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
FY22
FY21
225,000
150,000
150,000
125,000
135,000
100,000
135,000
100,000
645,000
475,000
-
-
4,003
-
-
-
-
-
4,003
-
22,500
14,250
15,000
11,875
13,500
9,500
13,500
9,500
64,500
45,125
Total
247,500
164,250
169,003
136,875
148,500
109,500
148,500
109,500
713,503
520,125
Michael Arnett
Jeff Dowling
Peter Johnston
Fiona Murdoch
TOTAL
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NRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Report
DIRECTORS’ REPORT
DIRECTORS’ REPORT
CONTINUED
CONTINUED
8 OTHER STATUTORY DISCLOSURES
EXECUTIVE REMUNERATION TABLES
The table below sets out the remuneration outcomes for each of NRW’s Executive KMP for the year ended
30 June 2022.
Year
Salary &
Fees
Cash Based
Awards (STI)
Annual
Leave(1)
Post-Employment
Benefits (Super)
Other Long-
term
Benefits(2)
Cost of
Equity Grants
(LTI)
Total
EXECUTIVE DIRECTOR
Jules
Pemberton
EXECUTIVES
Andrew
Walsh
Kim Hyman
Brett
McIntosh(3)
Geoff Caton
Ric
Buratto(4)
Andrew
Broad
Ian Gibbs(5)
Brendan
Dorricott(6)
Glen Payne
Cameron
Henry(7)
2022
1,226,432
920,290
112,999
2021
1,178,997
619,787
90,665
2022
781,318
2021
741,497
2022
374,500
2021
363,568
2022
121,616
2021
-
-(8)
-(8)
73,268
50,328
-
-
29,309
16,230
11,155
22,365
9,353
-
2022
656,750
207,117
44,084
2021
625,000
214,500
48,011
2022
88,083
2021
557,645
-
-
(64,161)
21,456
2022
498,200
86,092
7,987
2021
478,997
165,229
(3,695)
2022
-
-
-
2021
415,383
144,235
15,336
2022
310,000
78,748
17,300
2021
-
-
-
23,568
21,694
23,568
21,695
23,568
21,694
7,919
-
27,500
25,000
2,145
21,694
23,568
21,694
-
21,694
23,568
-
2022
419,769
74,014
50,994
2021
408,000
141,799
26,668
2022
439,423
120,762
6,018
23,568
21,694
43,942(9)
2021
151,923
-
10,059
14,433
Total 2022
2022
4,916,091
1,560,291
225,038
222,914
Total 2021
2021
4,921,010
1,335,878
247,095
191,292
24,955
19,656
24,122
11,735
9,842
6,060
2,027
-
21,226
10,400
(33,954)
9,296
8,730
7,985
-
939,422
3,247,666
887,999
2,818,798
833,569
1,691,886
849,496
1,640,653
25,055
517,388
-
464,015
6,319
147,234
-
-
185,882
1,142,559
110,222
1,033,133
-
-
-
(7,887)
610,091
624,577
65,893
736,103
-
-
(43,935)
86,106
638,819
5,001
18,694
453,311
-
-
-
13,415
110,525
692,285
6,801
6,580
3,205
81,944
31,203
60,826
665,788
33,904
650,629
-
179,620
2,153,370
9,159,648
2,060,542
8,787,020
(1) Represents the movement in accrued annual leave.
(2) Represents the movement in accrued long service leave.
(3) Mr. McIntosh joined on 1 March 2022 as Executive General Manager – Health, Safety, Environment.
(4) Mr. Buratto retired on 9 July 2021 as Executive General Manager – NRW Civil & Mining.
(5) Mr. Gibbs retired on 30 June 2021 as Executive General Manager – RCR Mining Technologies and Heat Treatment.
(6) Mr. Dorricott joined on 1 July 2021 as Executive General Manager – RCR Mining Technologies and Heat Treatment.
(7) Mr. Henry joined on 17 February 2021 as Executive General Manager – Primero.
(8) Mr. Walsh elected to convert the value of his STI award into an equity based award of Performance Rights. See note 3 under section 4.1.
(9) Superannuation for Mr. Henry is paid at a rate of 10% in line with employment contract.
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NRW HOLDINGS ANNUAL REPORT 2022 | Directors’ ReportNRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Report
DIRECTORS’ REPORT
DIRECTORS’ REPORT
CONTINUED
CONTINUED
SHARE OWNERSHIP
The number of ordinary shares in NRW Holdings Ltd (ASX: NWH) held directly, indirectly or beneficially, by
each individual (including shares held in the name of all close members of the Director’s or Executive’s family
and entities over which either the Director or Executive or the family member has, directly or indirectly, control,
joint control or significant influence) are shown below. These are ordinary shares held without performance
conditions or restrictions for the preceding two financial years.
Held at 30
June 2020
Purchases
Rights
vested
Share
Sales
Held at 30
June 2021
Purchases
Rights
Vested
Share
Sales
Held at 30
June 2022
Michael Arnett
1,012,534
Jeff Dowling
364,705
-
-
Peter Johnston
112,771
25,000
Fiona Murdoch
13,700
7,000
-
-
-
-
1,012,534
364,705
137,771
-
-
-
20,700
7,800
-
-
-
-
-
Jules Pemberton
9,320,997
Andrew Walsh
3,310,103
Ric Buratto
88,000
Brendan Dorricott
Ian Gibbs
Cameron Henry
-
-
-
-
-
-
-
-
2,137,500
11,458,497
700,000
(700,000)
3,310,103
-
-
77,885
(88,000)
-
-
-
-
-
77,885
2,787,022
-
-
-
1,000
-
-
2,787,022(1)
-
TOTAL
14,222,810
2,819,022
2,915,385
(788,000)
19,169,217
8,800
(1) Relates to share allotment as part of the takeover consideration received as part of the Primero acquisition.
(2) Ian Gibbs retired as a KMP during the year.
RELATED PARTY TRANSACTIONS
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
1,012,534
364,705
137,771
28,500
(3,000,000)
8,458,497
(862,179)
2,447,924
-
-
-
-
-
1,000
-(2)
2,787,022
(3,862,179)
15,237,953
All transactions between the Company and its KMP or their associates during the 2022 financial year are
disclosed at note 7.3 to the financial statements.
End of Remuneration Report (Audited)
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NRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Report
CORPORATE GOVERNANCE & RISK MANAGEMENT
CORPORATE GOVERNANCE & RISK MANAGEMENT
Corporate Gover nanc e & Risk M anag ement
Good corporate governance and risk management are fundamental to all aspects of NRW’s activities. Set out
below is the Company’s response to the corporate governance principles, followed by a review of the key risks.
CORPORATE GOVERNANCE PRINCIPLES AND RECOMMENDATIONS
The Australian Securities Exchange (ASX) Corporate Governance Council sets out best practice
recommendations, including corporate governance practices and suggested disclosures, through the ASX
Corporate Governance Principles and Recommendations (the ASX Recommendations). ASX Listing Rule
4.10.3 requires companies to disclose the extent to which they have complied with the ASX Recommendations
and to give reasons for not following them.
The NRW Board endorses the ASX Recommendations which have been adopted by the Company for the year
ended 30 June 2022, unless otherwise indicated. Please see the Company’s Appendix 4G and accompanying
Corporate Governance Statement which is released on the ASX platform annually for further information. The
Company also has a Corporate Governance section on its website: www.nrw.com.au which includes the
relevant documentation suggested for disclosure by the ASX Recommendations.
RISK MANAGEMENT
Risk is an inherent part of NRW’s business and management of those risks is therefore critical to the Company’s
performance and financial strength. There are a number of risk factors both specific to the Company and of a
general nature which may impact the future operating and financial performance of the Group. The performance
of the Company is also influenced by a variety of different general economic and business conditions, including
interest rates, exchange rates, access to debt and capital markets, and government policies.
Material risks that could adversely affect the Company have been identified below along with commentary on
the risk and mitigating actions. The risks are not listed in order of significance nor are they all encompassing,
rather they reflect the most significant risks identified at an enterprise-wide or consolidated level.
Workplace Health and Safety
NRW recognises its moral and legal responsibilities to provide a safe and healthy work environment for all
employees and contractors. Any failure to adequately address these responsibilities could result in serious injury
and/or death and negatively impact the Company’s reputation and profitability including via the imposition of
significant fines, the temporary shutdown of operations/sites, or the inability to win new work due to reputational
damage.
Mitigation actions include an ongoing work program to embed a safety culture across the business through
training and leadership. The Group maintains a high standard of safety systems, policies and procedures for all
businesses which are overseen by health and safety specialists at all levels of the organisation.
Market Risk
NRW’s financial performance is influenced by the level of activity in the resources and mining industry, and the
construction and engineering sector, which is impacted by a number of factors outside the control of NRW.
These factors include:
• Demand for mining production, which may be influenced by factors including (but not limited to) prices
of commodities, exchange rates, the competitiveness of Australian mining operations, macro-economic
cycles (in particular capital expenditure in natural resources), and government policy on infrastructure
spend;
• The policies of mine owners including their decisions to undertake their own mining operations or to
outsource these functions; and
• The availability and cost of key resources including people, earth moving equipment, and critical
consumables.
Further, NRW operates in a competitive market, and it is difficult to predict whether new contracts will be
awarded due to multiple factors influencing how clients evaluate potential service providers.
Mitigation actions include the development of a diversified service offering with contractual counterparties in
infrastructure and across a range of commodities in the resources sector.
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NRW HOLDINGS ANNUAL REPORT 2022 | Corporate Governance & Risk ManagementNRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Report
CORPORATE GOVERNANCE & RISK MANAGEMENT
CORPORATE GOVERNANCE & RISK MANAGEMENT
CONTINUED
CONTINUED
RISK MANAGEMENT CONTINUED
Loss of Contracts / Reduction in Contract Scope
NRW’s revenues are subject to underlying contracts with varying terms. There is a risk that NRW’s contracts
may be cancelled (whether for convenience or with cause) or may not be renewed if NRW’s clients decide to
reduce their levels of spending, potentially reducing revenue generated on those projects.
Contract operations are also vulnerable to the risk of interruption as a result of a variety of factors, which may
be beyond NRW’s control, including prolonged heavy rainfall or cyclones, geological instability, accidents or
unsafe conditions, equipment breakdowns, industrial relations issues and scarcity of materials and equipment.
Interruptions to existing operations or delays in commencing operations experienced by NRW’s clients may
result in lost revenue and, in some circumstances, result in NRW incurring additional costs, which may have a
material adverse effect on NRW’s business, results of operations and financial condition.
NRW is also dependant on our clients assessments of the financial viability of their projects which includes
ensuring they have access to sufficient funding to meet project working capital and debt covenant requirements.
If a client fails to obtain sufficient funding to successfully develop its project or otherwise fails to meet its working
capital or debt covenant requirements, the client may seek to scale back or cancel its contract with NRW, which
may have a material adverse impact on NRW’s financial performance.
Mitigation actions include working closely with our clients to ensure we understand the issues faced by them
and to identify opportunities where we can assist in ensuring the impact of the types of issues identified above
are minimised.
Delivery Performance
NRW’s execution and delivery of projects involves judgement regarding the planning, development and
management of complex operating facilities and equipment. As a result, NRW’s operations, cash flows and
liquidity could be affected if the resources or time needed to complete a project are miscalculated, if it fails to
meet contractual obligations, or if it encounters delays or unspecified conditions. Some of NRW’s contracts are
‘lump sum’ in nature and to the extent costs exceed the contracted price, there is a risk these amounts may not
be recovered. From time-to-time variations to the planned scope occurs or issues arise during the construction
phase of a project not anticipated at the time of bid. This may give rise to claims under the contract with the
clients in the ordinary course of business. Where such claims are not resolved in the ordinary course of
business, they may enter formal dispute and the outcome upon resolution of these claims may be materially
different to the position taken by NRW.
NRW is also exposed to input costs through its operations, such as the cost of fuel and energy sources,
equipment and personnel. To the extent that these costs cannot be passed on to customers in a timely manner,
or at all, NRW’s financial performance could be adversely affected. If NRW materially underestimates the cost
of providing services, equipment or plant, there is a risk of a negative impact on NRW’s financial performance.
Mitigation actions include the development of robust tender and contract review processes which have been
structured to identify risk and develop specific mitigation plans to address issues as they arise. A number of
contracts include a rise and fall clause which mitigates changes in input costs to NRW.
Access to Resources
NRW’s growth and profitability may be limited by loss of key management or operational personnel or due to
being unable to recruit and retain skilled and experienced staff. Recent measures, including border closures
imposed at a State and Federal level due to the COVID-19 pandemic, have significantly restricted the available
labour pool. In addition, NRW is operating in an environment where competition for people has increased
significantly, driven by both high construction activity and strong commodity demand. This restriction on
available labour combined with the competitive labour market may lead to higher staff turnover, increased labour
costs and lower productivity.
Further, NRW is reliant on third party equipment to perform contract obligations which may not be available or
may be subject to pricing premiums in order to secure appropriate equipment. NRW’s supply chain is reliant on
overseas sourcing and normal logistical support timeframes, without which, it could experience delays to project
timeframes which lead to increased costs.
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NRW HOLDINGS ANNUAL REPORT 2022 | Corporate Governance & Risk Management
CORPORATE GOVERNANCE & RISK MANAGEMENT
CORPORATE GOVERNANCE & RISK MANAGEMENT
CONTINUED
CONTINUED
RISK MANAGEMENT CONTINUED
Mitigation actions include the maintenance of a database of staff who have worked for the Company on all of
its projects and pricing of contracts includes estimates of the likely costs required to attract the right people to
perform the contract. NRW has also developed strong working relationships with a number of equipment
suppliers in order to ensure equipment requirements are understood ahead of time and to minimise any potential
risk around availability.
Engineer Design Risk
NRW operates as a ‘design, construct and operate’ contractor in the engineering sector and as a Build-Own-
Operate service provider. Such projects and contracts place an obligation on NRW to design ‘fit for purpose’
infrastructure and to give warranties to such effect. Any failure in design may see NRW exposed to contractual
claims for breach of ‘fit for purpose’ or design obligations and, from time-to-time, to performance and liquidated
damages.
NRW is particularly exposed to risk in circumstances where it has agreed to an engineering, procurement and
construction (EPC) contract where it may suffer loss in the event expenses exceed anticipated costings for the
project. NRW constructs large often complex processing plants which may operate under extreme conditions.
The potential for failure of components is always present. If this failure results in a loss to NRW, NRW may have
exposure to rectification of these failures which may result in a call on performance guarantees provided by
NRW to its clients (if any), or in some cases, may exceed the quantum of any such performance guarantees.
Mitigation actions include maintaining professional indemnity insurance and also engaging appropriate third-
party design consultants for complex or specialist design expertise.
Environmental, Social and Governance (ESG) Responsibility
NRW’s stakeholders have expectations for the Company on a range of important environmental, social and
governance matters. A failure to acknowledge and adequately address these expectations could negatively
impact NRW’s reputation and profitability. There is also a risk that investing in ESG programs and strategies to
meet stakeholder expectations increase NRW’s cost structure.
NRW is committed to approaching all aspects of our business operations in a sustainable and responsible
manner to deliver lasting value to our stakeholders. We will do this by minimising our environmental footprint,
making a positive social impact, and applying ethical business and governance practices to everything we do.
Mitigation actions include engagement with NRW stakeholders to understand material ESG topics, a
sustainability strategy that embeds pragmatic ESG practices across the organisation, and a focus on ESG
reporting that aligns to global best practice, including adoption of the GRI Standards and Taskforce for Climate
Related Financial Disclosure (TCFD) Recommendations.
Climate Related Risks
NRW operates in industries that may have a negative impact on the environment, including with respect to
greenhouse gas emissions, and recognises the potential challenges posed by a number of factors which can
be grouped under the heading ‘climate risk’. Responding to the challenges presented by climate risk is critical
to our ability to operate sustainably. While these risks mainly relate to the operations of our clients which NRW
currently works for, they will nonetheless impact our operations over the medium to long-term. Risks include
reduction to current activity levels in certain sectors, the physical and transitional risks associated with moving
to a low-carbon economy (for example, that our mining fleet meets current and forecast client demand), and
increased Government policy and mandates.
Mitigation actions include ensuring climate related risks and opportunities form part of our strategic decision
making process, updating our risk management process to include climate related risks and opportunities,
identifying and implementing opportunities within our business that reduce our carbon footprint, offering our
clients low-carbon solutions to support their emissions reduction targets, partnering with industry to invest in
and drive low emissions technology development where relevant to our business, being transparent, clear and
practical when setting objectives and actions in response to climate change, and adopting and reporting against
the TCFD Recommendations.
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NRW HOLDINGS ANNUAL REPORT 2022 | Corporate Governance & Risk Management
CORPORATE GOVERNANCE & RISK MANAGEMENT
CORPORATE GOVERNANCE & RISK MANAGEMENT
CONTINUED
CONTINUED
RISK MANAGEMENT CONTINUED
Regulatory Compliance
NRW must meet regulatory requirements that are subject to continual review, including inspection by regulatory
authorities. Failure by NRW to continuously comply with regulatory requirements or failure to take satisfactory
corrective action in response to adverse inspection, could result in enforcement actions.
NRW operates in a regulated environment with the potential for significant penalties for non-compliance with
applicable laws and regulations. NRW’s future growth prospects are reliant on its ability to market its services
and any regulatory change, event or enforcement action which would restrict those activities, could have a
material impact on NRW’s growth and future financial performance. Amendments to current law and regulations
governing operations or more stringent implementation of laws and regulations could have an adverse impact
on NRW, including increases in expenses, capital expenditure and costs. The impact of future regulatory and
legislative change upon the business of NRW cannot be predicted.
NRW is also dependent on various technical and financial accreditations to operate the business. These include
safety accreditations, quality assurance standards, technical accreditations and various financial accreditations.
Any failure to maintain or comply with accreditation can impact the eligibility of NRW to participate in certain
projects and sectors.
Mitigation actions include the monitoring of regulatory and legislative changes that impact the organisation and
ensuring NRW is up to date with its compliance obligations.
Intellectual Property
NRW’s ability to leverage innovation and expertise depends upon its ability to protect intellectual property and
any improvements to it. Such intellectual property may not be capable of being legally protected and may be
the subject of unauthorised disclosure or unlawfully infringed. NRW may incur substantial costs in asserting or
defending its intellectual property rights.
Mitigation actions include continual internal assessment to identify any potential intellectual property and where
able, the legal protection of such rights.
Global Pandemic
The Group is exposed both directly and indirectly to the risks associated with pandemics, such as COVID-19,
which has impacted certain underlying markets, labour availability, supply chain, and negatively impacted
macroeconomic conditions and commodity prices. Key operational risks to the Group include the potential
closure of locations such as sites, camps, workshops and offices, disruption to the supply chain, inability to
access appropriately skilled labour and government mandated lockdowns. These risks may impact client
demand and the ability of NRW to schedule and complete the work required to deliver our contracted works on
a timely basis. This could result in additional costs being incurred by NRW.
Mitigation actions include ensuring our businesses have up to date Business Continuity Plans, flexible work
structures which include IT infrastructure to support remote work arrangements, the maintenance of a database
of staff who have worked for the Company on all of its projects in an attempt to combat labour shortages, and
the development of strong working relationships with a number of equipment suppliers in order to ensure
equipment requirements are understood ahead of time to minimise any potential risk around availability.
There is a risk that a material outbreak related to the COVID-19 virus may impact operations through both
reductions in revenue and increases in costs, which could result in the carrying values of certain assets being
overstated. NRW has carried out additional impairment scenario testing including stress testing the current
business plan assumptions to ensure the carrying value of assets can continue to be supported.
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NRW HOLDINGS ANNUAL REPORT 2022 | Corporate Governance & Risk Management
AUDITOR’S INDEPENDENCE DECLARATION
AUDITOR’S INDEPENDENCE DECLARATION
Auditor’s
Independenc e
Declar ati on
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NRW HOLDINGS ANNUAL REPORT 2022 | Auditor’s Independence Declaration DIRECTORS’ DECLARATION
DIRECTORS’ DECLARATION
Directors’ Decl aration
THE DIRECTORS DECLARE THAT:
(a) in the Directors’ opinion, there are reasonable grounds to believe that the Company will be able to pay its
debts as and when they become due and payable;
(b) in the Directors’ opinion, the attached financial statements are in compliance with International Financial
Reporting Standards, as stated in note 1.2 to the financial statements;
(c) in the Directors’ opinion, the attached financial statements and notes thereto are in accordance with the
Corporations Act 2001, including compliance with accounting standards and giving a true and fair view of the
financial position and performance of the consolidated entity; and
(d) the Directors have been given the declarations required by s.295A of the Corporations Act 2001.
At the date of this declaration, the Company is within the class of companies affected by ASIC Class Order
98/1418. The nature of the Deed of Cross guarantee is such that each company which is party to the deed
guarantees to each creditor payment in full of any debt in accordance with the Deed of Cross Guarantee.
In the Directors’ opinion, there are reasonable grounds to believe that the Company and the companies to which
the ASIC Class Order applies, as detailed in note 7.1 to the financial statements will, as a group, be able to
meet any obligations or liabilities to which they are, or may become, subject by virtue of the Deed of
Cross Guarantee.
Signed in accordance with a resolution of the Directors made pursuant to s.295(5) of the Corporations
Act 2001.
On behalf of the Directors
Jules Pemberton
Chief Executive Officer and Managing Director
Michael Arnett
Chairperson and Non-Executive Director
Perth, 17 August 2022
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NRW HOLDINGS ANNUAL REPORT 2022 | Directors’ Declaration
34
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
CONSOLIDATED STATEMENT OF PROFIT OR LOSS
AND OTHER COMPREHENSIVE INCOME
& OTHER COMPREHENSIVE INCOME
Cons olidated Statem ent of Pr ofit or Los s and Other C om prehensiv e Inc ome
For the Year Ended 30 June 2022
REVENUE
Other income
Materials and consumables
Employee benefits expense
Subcontractor costs
Plant and equipment costs
Depreciation and amortisation expenses
Other expenses
Share of (loss) / profit from associates
Net finance costs
Profit before income tax
Income tax expense
Profit for the year
Profit and Other Comprehensive Income Attributable to:
Equity holders of the Company
EARNINGS PER SHARE
Basic earnings per share
Diluted earnings per share
Consolidated
Notes
2022
$’000
2021
$’000
2.2
2.3
2.4
2.4
3.6
2.5
6.1
4.6
4.6
2,377,728
2,221,479
23,624
(689,151)
(795,056)
(410,716)
(199,891)
(123,291)
(33,638)
(482)
(12,880)
136,247
(38,833)
97,414
14,346
(476,333)
(720,130)
(466,906)
(271,726)
(166,297)
(46,646)
1,435
(13,332)
75,890
(21,595)
54,295
97,414
54,295
Cents
21.7
21.4
Cents
12.5
12.4
The consolidated statement of profit and loss and other comprehensive income should be read in conjunction with the accompanying notes.
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NRW HOLDINGS ANNUAL REPORT 2022 | Consolidated Statement of Profit or Loss and Other Comprehensive Income
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
CONSOLIDATED STATEMENT OF FINANICAL POSITION
Cons olidated Statem ent of Financial Position
As at 30 June 2022
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Lease receivables
Inventories
Non-current assets held for sale
Current tax assets
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Lease assets (right of use)
Investments in listed equities
Investments in associates
Intangibles
Goodwill
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Financial debt
Lease debt
Provisions
Current tax liabilities
Total current liabilities
Non-current liabilities
Financial debt
Lease debt
Provisions
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained profits
Total equity
Consolidated
Notes
2022
$’000
2021(1)
$’000
146,549
416,577
2,974
57,055
82,612
-
7,321
713,088
219,338
417,326
180
69,942
-
12
22,448
729,246
423,509
321,408
44,468
20,754
1,599
40,803
168,467
699,600
1,428,846
48,163
13,616
2,233
44,123
168,467
598,010
1,311,098
391,040
339,755
69,439
13,261
82,356
-
92,056
13,621
71,966
418
556,096
517,816
163,721
169,852
39,500
17,061
54,169
274,451
830,547
598,299
383,416
14,279
200,604
598,299
42,303
20,670
15,334
248,159
765,975
545,123
383,416
11,359
150,348
545,123
3.1
3.2
3.9
6.1
3.3
3.4
3.5
3.6
3.7
3.8
3.10
5.3
5.4
3.11
6.3
5.3
5.4
3.11
6.3
4.2
4.3
4.4
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer note 7.5.
The consolidated statement of financial position should be read in conjunction with the accompanying notes.
36
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NRW HOLDINGS ANNUAL REPORT 2022 | Consolidated Statement of Financial Position
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Cons olidated Statem ent of Chang es i n Equity
For the Year Ended 30 June 2022
Notes
Contributed
Equity
Foreign
Currency
Translation
Reserve
Share Based
Payment
Reserve
Total
Reserves
Retained
Earnings
Total
Equity
$’000
$’000
332,863
(208)
$’000
8,661
$’000
$’000
$’000
8,453
131,073
472,389
4.4
-
-
-
-
67
-
-
-
-
-
-
-
-
67
2,839
2,839
54,295
54,295
-
50,553
(35,020)
(35,020)
-
-
67
2,839
50,553
-
-
-
383,416
(141)
11,500
11,359
150,348
545,123
-
-
-
-
-
-
62
-
-
-
-
-
-
62
2,858
2,858
97,414
97,414
(47,158)
(47,158)
-
-
62
2,858
383,416
(79)
14,358
14,279
200,604
598,299
Balance at
30 June 2020
Total profit and
other
comprehensive
income for the year
Issue of ordinary
shares as part of
business
acquisition
Dividends paid
Movements in
foreign currency
Share based
payments
Balance at
30 June 2021
Total profit and
other
comprehensive
income for the year
Dividends paid
Movements in
foreign currency
Share based
payments
Balance at
30 June 2022
4.2
4.5
4.3
4.4
4.5
4.3
The consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
NRW HOLDINGS ANNUAL REPORT 2022 | Consolidated Statement of Changes in Equity
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37
CONSOLIDATED STATEMENT OF CASH FLOWS
CONSOLIDATED STATEMENT OF CASH FLOWS
Cons olidated Statem ent of Cas h Fl ows
For the Year Ended 30 June 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Interest paid
Interest received
Income tax paid
Net cash flow from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from the sale of property, plant and equipment
Proceeds from the sale of non-current assets held for sale
Proceeds from Associates
Acquisition of shares
Acquisition of property, plant and equipment
Acquisition of intangible assets
Payment for subsidiary
Net cash used in investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from borrowings
Repayment of borrowings
Repayment of lease debt
Payment of dividends to shareholders
Net cash used in financing activities
NET INCREASE / (DECREASE) IN CASH AND CASH EQUIVALENTS
Cash and cash equivalents at beginning of the year
Effect of foreign exchange rate changes
Consolidated
Notes
2022
$’000
2021
$’000
2.5
2.5
5.1
3.6
3.5
3.3
3.7
5.3
5.3
5.4
4.5
2,665,470
2,363,455
(2,364,172)
(2,202,685)
(13,255)
(13,676)
375
(418)
344
-
288,000
147,438
2,301
82,612
152
(3,473)
(201,431)
(4,915)
-
4,214
-
1,812
(4,312)
(77,895)
(703)
(44,796)
(124,754)
(121,680)
110,516
(139,264)
(14,613)
(47,158)
(90,519)
72,727
146,549
62
83,197
(82,092)
(15,523)
(35,020)
(49,438)
(23,680)
170,229
-
Cash and cash equivalents at the end of the year
219,338
146,549
The consolidated statement of cash flows should be read in conjunction with the accompanying notes.
38
NRW HOLDINGS ANNUAL REPORT 2022 | Consolidated Statement of Cash Flows
38
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
Notes to Fi nanci al Statem ents
1 GENERAL NOTES
GENERAL INFORMATION
NRW Holdings Limited is a public company listed on the Australian Securities Exchange which is incorporated
and domiciled in Australia. The address of the Company’s registered office is 181 Great Eastern Highway,
Belmont, Western Australia. The consolidated financial statements of the Company for the year ended
30 June 2022 comprises the Company and its subsidiaries together referred to as the Group. The Group is
primarily involved in the provision of diversified contract services to the resources and infrastructure sectors in
Australia.
BASIS OF PREPARATION
This section sets out the basis of preparation and the Group accounting policies that relate to the consolidated
financial statements as a whole. Significant and other accounting policies that summarise the measurement
basis used and are relevant to an understanding of the financial statements are provided throughout the notes
to the financial statements to which it relates.
The financial report is a general-purpose financial report which:
• Has been prepared in accordance with Australian Accounting Standards (AASBs), including Australian
Accounting Interpretations adopted by the Australian Accounting Standards Board, and the
Corporations Act 2001. The financial report of the Group also complies with International Financial
Reporting Standards (IFRS) and Interpretations as issued by the International Accounting Standards
Board (IASB);
• Has been prepared on the basis of historical cost except for the revaluation of financial instruments.
Historical cost is based on the fair values of the consideration given in exchange for goods and services;
Is presented in Australian dollars (AUD);
Is rounded to the nearest thousand ($000), unless otherwise stated, in accordance with ASIC
Corporations (Rounding in Financial & Directors’ Reports) Instrument 2016/191;
•
•
• Adopts all new and amended Accounting Standards and Interpretations issued by the Australian
Accounting Standards Board (the AASB) that are relevant to the operations of the Group and effective
for reporting periods beginning on or after 1 July 2021. Refer to note 1.4 for further details;
• Does not early adopt any Accounting Standards and Interpretations that have been issued or amended
but are not yet effective. Refer to note 1.4 for further details; and
• Has applied the Group accounting policies consistently to all periods presented.
The financial statements were authorised for issue by the Directors on 17 August 2022.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the Company and entities
controlled by the Company and its subsidiaries. Control is achieved when the Company:
• Has power over the investee;
•
• Has the ability to use its power to affect its returns.
Is exposed, or has rights, to variable returns from its involvement with the investee; and
The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there
are changes to one or more of the three elements of control listed above.
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
BASIS OF CONSOLIDATION CONTINUED
When the Company has less than a majority of the voting rights of an investee, it considers that it has power
over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities
of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether
or not the Company’s voting rights in an investee are sufficient to give it power, including:
• The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the
other vote holders;
• Potential voting rights held by the Company, other vote holders or other parties;
• Rights arising from other contractual arrangements; and
• Any additional facts and circumstances that indicate that the Company has, or does not have, the
current ability to direct the relevant activities at the time that decisions need to be made, including voting
patterns at previous shareholders’ meetings.
Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when
the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or
disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive
income from the date the Company gains control until the date when the Company ceases to control the
subsidiary.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting
policies used in line with the Group’s accounting policies.
All intragroup assets and liabilities, equity, income, expenses and cash flows relating to material transactions
between members of the Group are eliminated on consolidation.
NEW ACCOUNTING STANDARDS
The Group has adopted all the new and revised Standards and Interpretations issued by the Australian
Accounting Standards Board (the AASB) that are relevant to their operations and effective for the current
financial year:
Standard / Interpretation
Conceptual Framework for
Financial Reporting
AASB 2020-2 Amendments to Australian Accounting Standards
The table below summarises the amended reporting requirements that are not effective for financial years
ending 30 June 2022. The Group has considered the following future Standards and Interpretations issued by
the Australian Accounting Standards Board (the AASB) as being applicable:
Standard / Interpretation
Effective for annual reporting
periods beginning on or after
AASB 2021-2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies
and Definition of Accounting Estimates
AASB 2020-3 Amendments to Australian Accounting Standards – Annual Improvements 2018-2020
and Other Amendments
AASB 2021-5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
AASB 2022-1 Amendments to Australian Accounting Standards – Initial Application of AASB 17 and
AASB 9 – Comparative Information
AASB 2014-10 Amendments to Australian Accounting Standards – Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture, AASB 2015-10 Amendments to Australian
Accounting Standards – Effective Date of Amendments to AASB 10 and AASB 128, AASB 2017-5
Amendments to Australian Accounting Standards – Effective Date of Amendments to AASB 10 and
AASB 128 and Editorial Corrections, AASB 2021-7 Amendments to Australian Accounting Standards
– Effective Date of Amendments to AASB 10 and AASB 128 and Editorial Corrections
1 January 2023
1 January 2023
1 January 2023
1 January 2023
1 January 2023
AASB 2020-1 Amendments to Australian Accounting Standards – Classification of Liabilities as Current
or Non-current and AASB 2020-6 Amendments to Australian Accounting Standards – Classification of
Liabilities as Current or Non-current – Deferral of Effective Date
1 January 2023
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
OTHER ACCOUNTING POLICIES
Significant and other accounting policies that summarise the measurement basis used and are relevant to an
understanding of the financial statements, are provided throughout the notes to the financial statements.
ACCOUNTING JUDGMENTS AND ESTIMATES
In applying the Group’s accounting policies, which are described throughout the notes to the financial
statements, management are required to make judgements (other than those involving estimations) that have
a significant impact on the amounts recognised and to make estimates and assumptions about the carrying
amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated
assumptions are based on historical experience and various other factors that are considered to be reasonable
under the circumstances. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised:
•
•
If the revision affects only that period; or
In the period of the revision and future periods if the revision affects both current and future periods.
Throughout the notes to the financial statements, further information is provided about key judgements and
estimates that we consider material to the financial statements.
2 BUSINESS PERFORMANCE
SEGMENT REPORTING
NRW is comprised of three reportable segments, Civil, Mining and Minerals, Energy & Technologies. Business
activities are conducted primarily in Australia, with some operations in Canada and the USA.
An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses (including revenues and expenses relating to transactions with other components
of the Group), whose operating results are regularly reviewed by the Group’s Chief Operating Decision Maker
(the Board of Directors) to make decisions about resources to be allocated to the segment and assess its
performance, and for which discrete financial information is available.
Reportable Segments
NRW has structured its business reporting into three segments, Civil, Mining and Minerals, Energy
& Technologies.
• Civil: The Civil business specialises in the delivery of private and public civil infrastructure projects,
mine development, bulk earthworks and commercial and residential subdivisions. Civil construction
projects include roads, bridges, tailings storage facilities, rail formation, ports, renewable energy
projects, water infrastructure and concrete installations.
• Mining: The Mining business specialises in mine management, contract mining, load and haul, dragline
operations, drill and blast, coal handling prep plants, maintenance services and the fabrication of water
and service vehicles.
• Minerals, Energy & Technologies: The Minerals, Energy & Technologies business incudes RCR
Mining Technologies, DIAB Engineering and Primero Group Limited. RCR Mining Technologies is a
leading Original Equipment Manufacturer (OEM) that offers innovative materials handling design
capability. DIAB Engineering has proven capabilities in the metals and mining industry and provides
specialist maintenance (shutdown services and onsite maintenance), industrial engineering and
fabrication. Primero provides a full Engineering Procurement Construction (EPC) capability that
operates in the mineral processing, energy and non-process infrastructure market segments and
delivers Build-Own-Operate services to a range of clients.
Segment results include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items comprise predominantly corporate expenses. Inter-segment pricing is
determined on an arm’s length basis.
41
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
SEGMENT REPORTING CONTINUED
Reportable Segment Revenues and Results
2022
$’000
Revenue(1)
Civil
Mining
MET
Corporate /
Eliminations
Total
483,344
1,273,178
700,974
(50,792)
2,406,704
Revenue from associates
(28,976)
-
-
-
(28,976)
Statutory revenue
EBITDA(2)
EBITDA margin (%)
454,368
1,273,178
700,974
(50,792)
2,377,728
26,253
199,348
61,326
(14,509)
272,418
5.4%
15.7%
8.7%
-
11.3%
Depreciation and amortisation(3)
(5,928)
(92,714)
(12,981)
(3,778)
(115,401)
EBITA(4)
EBITA margin (%)
Amortisation of acquisition intangibles(5)
Net interest
Profit before income tax
Income tax expense
Profit for the year
20,325
106,634
48,345
(18,287)
157,017
4.2%
8.4%
6.9%
-
6.5%
(7,890)
(12,880)
136,247
(38,833)
97,414
2021
$’000
Revenue(1)
Civil
Mining
MET
Corporate /
Eliminations
Total
726,514
1,177,240
426,907
(30,053)
2,300,608
Revenue from associates
(79,129)
-
-
-
(79,129)
Statutory revenue
EBITDA(2)
EBITDA margin (%)
Depreciation and amortisation(3)
EBITA(4)
EBITA margin (%)
Amortisation of acquisition intangibles(5)
Non-recurring transactions(6)
Net interest
Profit before income tax
Income tax expense
Profit for the year
647,385
1,177,240
426,907
(30,053)
2,221,479
28,600
3.9%
(5,739)
22,861
3.1%
212,769
18.1%
(128,888)
83,881
7.1%
42,104
9.9%
(8,547)
33,557
7.9%
(16,738)
266,735
-
11.6%
(2,916)
(146,090)
(19,654)
120,645
-
5.2%
(20,207)
(11,216)
(13,332)
75,890
(21,595)
54,295
(1) Revenue including our share of revenue earned by our associates and joint ventures.
(2) EBITDA is earnings before interest, tax, depreciation, amortisation of acquisition intangibles and non-recurring transactions.
(3) Includes depreciation, and amortisation of software.
(4) EBITA is earnings before interest, tax and amortisation of acquisition intangibles and non-recurring transactions.
(5) Amortisation of intangibles as part of business acquisitions.
(6) Non-recurring transactions included transactions relating to Altura, Gascoyne and the acquisition of Primero.
42
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
SEGMENT REPORTING CONTINUED
Segment Assets and Liabilities
Segment Assets
Segment Liabilities
2022
$’000
102,125
757,185
336,715
232,821
2021(1)
$’000
89,950
760,019
283,057
178,072
1,428,846
1,311,098
2022
$’000
114,864
379,884
196,101
139,698
830,547
2021(1)
$’000
123,065
357,058
170,019
115,833
765,975
Civil
Mining
MET
Unallocated
Consolidated
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer note 7.5.
Information About Major Customers
Included in the revenues arising from sales of the reportable segments are approximate revenues to arise from
the sales to the Group’s largest customers.
For the year end 30 June 2022, there were no individual customers contributing more than 10% of Group
revenue.
For the year end 30 June 2021, these are summarised by segment below:
Civil
$’000
215,363
195,470
410,833
Mining
$’000
96,101
12,745
108,846
MET
$’000
208,447
149,085
357,532
Total
$’000
519,911
357,300
877,211
Major customer 1
Major customer 2
Total
REVENUE
Revenue - Group and equity accounted joint ventures(1)
Equity accounted investments in associates
Revenue from contracts with customers
Consolidated
2022
$’000
2,406,704
(28,976)
2,377,728
2021
$’000
2,300,608
(79,129)
2,221,479
(1) The Group defines aggregated revenue as revenue and income calculated in accordance with relevant accounting standards plus our
share of revenue earned by our associates and joint ventures.
43
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
REVENUE CONTINUED
(i)
Construction Contracts
Revenues from construction contracts are recognised by reference to the stage of completion of the contract
activity. Measurement is based on the proportion of contract costs incurred for work performed to date relative
to the estimate total contract costs, except where this would not be representative of the stage of completion.
The Directors consider that this input method is an appropriate measure of the progress towards complete
satisfaction of performance obligations under AASB 15: Revenue from Contracts with Customers.
The Group becomes entitled to invoice customers for construction contracts based on achieving a series of
performance-related milestones. When a particular milestone is reached, the customer is sent a relevant
statement of work signed by a third-party assessor and an invoice for the related milestone payment. The Group
will previously have recognised a contract asset for any work performed. Any amount previously recognised as
a contract asset is reclassified to trade receivables at the point at which it is invoiced to the customer. If the
milestone payment exceeds the revenue recognised to date under the cost-to-cost method, then the Group
recognises a contract liability for the difference.
(ii)
Service Contracts
Revenue from service contracts is recognised on the basis of the value of work completed. Customer contracts
are generally based on schedule of rates for each of the activities performed which identify value for the work
performed and hence the value of revenue to be recognised.
Revenue for preventative maintenance contracts is recognised progressively over the contract term.
Transaction Price and Contract Modifications
The transaction price is the amount of consideration to which the Company expects to be entitled to under the
customer contract and which is used to value total revenue and is allocated to each performance obligation.
The determination of this amount includes both ‘fixed consideration’ (for example the agreed lump sum,
aggregated schedule of rates or pricing for services) and ‘variable consideration’.
The main variable consideration elements are claims (contract modifications) and consideration for optional
works and provisional sums, each of which need to be assessed. Contract modifications are changes to the
contract approved by the parties to the contract. When determining whether approval has been granted by the
parties to the contract, the Group takes into consideration factors including, but not limited to, contract terms,
customary business practices, the status of the negotiation process, the ability to enforce the other party and
expert legal opinion.
A contract modification may exist even though the parties to the contract may not have finalised the scope or
price (or both) of the modification. Contract modifications may include a claim, which is an amount that the
contractor seeks to collect as reimbursement for costs incurred (and/or to be incurred) due to reasons or events
that could not be foreseen and are not attributable to the contractor, for more work performed (and/or to be
performed) or variations that were not formalised in the contract scope.
The right to income from a contract modification shall be provided to the extent the agreement with the customer
creates enforceable rights and obligations. Once the enforceable right has been identified, the Group applies
the guidance given in AASB 15 in relation to variable consideration. This requires an assessment that it is highly
probable that there will not be a significant reversal of this revenue in the future.
Costs to Obtain and Fulfil a Contract
Costs incurred during the tender/bid process are expensed, unless they are incremental to obtaining the
contract and the Group expects to recover those costs or where they are explicitly chargeable to the customer
regardless of whether the contract is obtained. The incremental costs of obtaining a contract are those costs
that an entity incurs to obtain a contract with a customer that it would not have incurred if the contract had not
been obtained.
Financing Components
The Group does not expect to have any contracts where the period between the transfer of the promised goods
or services to the customer represents a financing component. As a consequence, the Group does not adjust
any of the transaction prices for the time value of money.
44
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
2.2 REVENUE CONTINUED
Warranties
Generally, construction and services contracts include defect and warranty periods following completion of the
project. These obligations are not deemed to be separate performance obligations and are therefore estimated
and included in the total costs of the contracts. Where required, amounts are recognised accordingly in line with
AASB 137: Provisions, Contingent Liabilities and Contingent Assets. Refer to note 3.11 for further details.
Key Judgements and Estimates
Stage of completion
Determining the stage of completion requires an estimate of expenses incurred to date as a percentage of
total estimated costs. Key assumptions regarding costs to complete include estimations of labour, technical
costs, impact of delays and productivity. These estimates are performed by qualified professionals within the
project teams.
Variable consideration
The measurement of the additional consideration arising from claims is subject to a high level of uncertainty,
both in terms of the amounts that the customer will pay and the collection times, which usually depend on
the outcome of negotiations between the parties or decisions taken by judicial/arbitration bodies. The Group
considers all the relevant aspects and circumstances such as the contract terms, business and negotiating
practices of the sector, the Group’s historical experiences with similar contracts and consideration of those
factors that affect the variable consideration that are out of the control of the Group or other supporting
evidence when making the above decision.
Remaining Performance Obligations (Work in Hand)
The transaction price allocated to remaining performance obligations (unsatisfied or partially satisfied) at
30 June 2022 are set out below.
Civil
Mining
MET
Total
OTHER INCOME
Income from deferred settlement arrangements
Lease income
Profit / (loss) on sale of property, plant and equipment
Share investment revaluations (GT1 and BGD)
All other income
Total
Consolidated
Consolidated
2022
$’000
652,408
4,224,543
332,106
5,209,057
2022
$’000
14,132
136
1,255
5,696
2,405
23,624
2021
$’000
518,413
2,488,859
341,308
3,348,580
2021
$’000
12,437
382
(366)
-
1,893
14,346
45
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
OTHER EXPENSES
Consolidated
EMPLOYEE BENEFITS EXPENSE
Wages and salaries
Superannuation contributions
Share based payments
Total
DEPRECIATION & AMORTISATION
Depreciation of non-current assets (note 3.3 & 3.4)
Amortisation of intangibles (note 3.7)
Amortisation of capitalised contract costs
Total
NET FINANCE COSTS
Interest income
Total finance income
Interest expense on financial debt
Interest expense on lease debt
Total finance expenses
Net finance costs
Interest Income
2022
$’000
(744,128)
(48,070)
(2,858)
(795,056)
(112,354)
(8,235)
(2,702)
(123,291)
2022
$’000
375
375
(9,859)
(3,396)
(13,255)
(12,880)
Consolidated
2021
$’000
(667,893)
(49,398)
(2,839)
(720,130)
(144,704)
(20,584)
(1,009)
(166,297)
2021
$’000
344
344
(10,059)
(3,617)
(13,676)
(13,332)
Interest income is accrued on a time basis, by reference to the principal amount outstanding and at the effective
interest rate applicable, which is the rate that discounts estimated future cash receipts through the expected life
of the financial asset of that asset’s net carrying amount.
Interest Expense
Interest expense is recognised using the effective interest method. The effective interest method is a method of
calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period.
The effective interest rate is the rate that discounts estimated future cash payments through the expected life
of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.
46
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
3 BALANCE SHEET
TRADE AND OTHER RECEIVABLES
Trade receivables
Contract assets
Other receivables including loans to associates
Total trade and other receivables
2022
$’000
128,003
260,939
28,384
417,326
Consolidated
2021(1)
$’000
181,606
226,629
8,342
416,577
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer note 7.5.
Trade Receivables
Trade receivables represent receivables in respect of which the Group’s right to consideration is unconditional
subject only to the passage of time. Trade receivables and other receivables are initially recognised at fair value
and subsequently at amortised cost using the effective interest rate method, less an allowance for expected
credit losses.
The average credit period on trade receivables ranges from 30 to 75 days in most cases. In determining the
recoverability of a trade receivable, the Group used the expected credit loss model as per AASB 9. The expected
credit loss model requires the Group to account for expected credit losses at each reporting date to reflect
changes in credit risk since initial recognition of the financial assets. In other words, it is no longer necessary
for a credit default to have occurred before credit losses are recognised.
Contract Assets
AASB 15 uses the terms ‘contract asset’ and ‘contract liability’ to describe what might more commonly be known
as ‘accrued revenue’ and ‘deferred revenue’. Contract assets represent the Group’s right to consideration for
services provided to customers for which the Group’s right remains conditional on something other than the
passage of time. Amounts are generally reclassified to trade receivables when contract performance obligations
have been certified or invoiced to the customer. Contract liabilities arise where payment is received prior to work
being performed.
Age of Trade Receivables That are Past Due
60 - 90 days
90 - 120 days
Total
Consolidated
2022
$’000
372
554
926
2021
$’000
48
562
610
Past due is defined under AASB 7 Financial Instruments: Disclosures to mean any amount outstanding for one
or more days after the contractual due date. Past due amounts relate to a number of trade receivable balances
where for various reasons the payment terms may not have been met. The expected credit losses are
immaterial. Refer to note 4.1 for further details.
Key Judgements and Estimates
Estimation of contract revenue (contract assets)
Where performance obligations are satisfied over time, revenue is recognised in the consolidated income
statement by reference to the progress towards complete satisfaction of each performance obligation.
Fundamental to this calculation is a reliable estimate of the transaction price, refer to note 2.2 for judgements
applied in determining the amount of unbilled revenue to recognise.
47
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
INVENTORIES
Raw materials and consumables
Work in progress
Total inventories
Consolidated
2022
$’000
57,831
12,111
69,942
2021
$’000
47,507
9,548
57,055
Inventories are stated at the lower of cost and net realisable value. Net realisable value represents the estimated
selling price for inventories less all estimated costs of completion and costs necessary to make the sale.
PROPERTY, PLANT AND EQUIPMENT
Land
Buildings
Leasehold
improvements
Plant and
equipment
$’000
$’000
$’000
$’000
Total
$’000
COST
Balance as at 30 June 2020
3,218
6,795
2,592
883,306
895,911
Acquisitions through business
combinations (note 7.5)
Transfer to intangibles
Additions
Disposals
Assets held for sale
-
-
-
-
-
-
-
281
-
-
Balance as at 30 June 2021
3,218
7,076
Additions
Disposals
-
-
173
-
Balance as at 30 June 2022
3,218
7,249
DEPRECIATION
Balance as at 30 June 2020
1,000
Depreciation expense
Transfers
Disposals
Assets held for sale
-
-
-
-
5,685
200
-
-
-
Balance as at 30 June 2021
1,000
5,885
Depreciation expense
Disposals
-
-
209
-
Balance as at 30 June 2022
1,000
6,094
CARRYING VALUES
At 30 June 2021
At 30 June 2022
2,218
2,218
1,191
1,155
Recognition and Measurement
940
-
294
-
-
3,826
654
(116)
4,364
1,535
86
-
-
-
1,621
669
(116)
2,174
2,205
2,190
7,559
(377)
77,320
8,499
(377)
77,895
(31,082)
(31,082)
(112,151)
(112,151)
824,575
200,604
(27,224)
997,955
435,866
129,148
(192)
(26,502)
(29,539)
508,781
97,406
(26,178)
580,009
838,695
201,431
(27,340)
1,012,786
444,086
129,434
(192)
(26,502)
(29,539)
517,287
98,284
(26,294)
589,277
315,794
417,946
321,408
423,509
The value of property, plant and equipment is measured as the cost of the asset less accumulated depreciation
and impairment. All property, plant and equipment, other than freehold land, is depreciated or amortised at rates
appropriate to the estimated useful life of the assets or in the case of certain leased plant and equipment, the
shorter lease term or hours (usage) reflecting the effective lives.
48
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
PROPERTY, PLANT AND EQUIPMENT CONTINUED
A technical assessment of the operating life of an asset requires significant judgement. Useful lives are
amended prospectively when a change in the operating life is determined.
The normal expected useful lives bands are:
Buildings
Leasehold improvements
Major plant and equipment
Minor plant and equipment
Office equipment
Furniture and fittings
Motor vehicles
4 to 40 years
2 to 7 years
5 to 10 years (normally based on machine hours)
1.5 to 10 years
2 to 8 years
2 to 5 years
3 to 7 years
The bands provide a range of effective lives regardless of methodology used in the depreciation process (either
machine hours or straight line).
Depreciation rates and methods are normally reviewed at least annually. Where depreciation rates or methods
are changed, the net written down value of the asset is depreciated from the date of the change in accordance
with the new depreciation rate or method. Depreciation recognised in prior financial years shall not be changed,
that is, the change in depreciation rate or method shall be accounted for on a ‘prospective’ basis. An asset’s
carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater
than its estimated recoverable amount.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits
are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement
of an item of property, plant and equipment is determined as the difference between the sales proceeds and
the carrying amount of the asset and is recognised in profit or loss.
RIGHT-OF-USE (ROU) ASSETS
Lease Assets (Right of Use Assets)
The lease assets comprise the initial measurement of the corresponding lease debt, lease payments made at
or before the commencement day, less any lease incentives received and any initial direct costs. They are
subsequently measured at cost less accumulated depreciation and impairment losses.
Lease assets are depreciated over the shorter period of lease term and useful life of the underlying asset (refer
to normal expected useful lives bands for details). If a lease transfers ownership of the underlying asset or the
cost of the lease asset reflects that the Group expects to exercise a purchase option, the related lease asset is
depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of
the lease.
Key Judgements and Estimates
Lease vs ‘in substance’ sale or purchase
When assessing the nature of a lease contract under AASB 16 Leases, the Group considers whether the
contract transfers control of the underlying asset as opposed to conveying the right to control the use of the
underlying asset for a period of time.
If the lease contract is assessed to transfer control of the asset, the asset is treated as property, plant and
equipment and is not considered a lease asset under AASB 16.
If the lease contract is assessed not to transfer control of the asset, the contract is assessed against relevant
criteria set out in AASB 16 and if it meets those criteria the asset is recognised as a lease asset.
49
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
RIGHT-OF-USE (ROU) ASSETS CONTINUED
COST
Balance as at 30 June 2020
Acquisitions through business
combinations (note 7.5)
Additions
Disposals
Balance as at 30 June 2021
Additions
Disposals
Balance as at 30 June 2022
DEPRECIATION
Balance as at
30 June 2020
Depreciation expense
Disposals
Balance as at 30 June 2021
Depreciation expense
Disposals
Balance as at 30 June 2022
CARRYING VALUES
At 30 June 2021
At 30 June 2022
RoU
buildings
$’000
48,040
-
4,897
(1,150)
51,787
7,241
(1,937)
57,091
6,469
6,415
(26)
12,858
8,448
(862)
20,444
38,929
36,647
RoU
plant and equipment
$’000
22,603
2,466
943
(1,928)
24,084
4,209
(13,143)
15,150
5,898
9,047
(95)
14,850
5,622
(13,143)
7,329
9,234
7,821
INVESTMENTS IN LISTED EQUITIES
Consolidated
2022
$’000
Investments at fair value through profit and loss
Gascoyne Resources Limited (ASX: GCY)
9,049
Barton Gold Limited (ASX: BGD)
Green Technology Metals Limited (ASX: GT1)(1)
Other listed equities
Total investments in listed equities
1,421
9,857
427
20,754
Total
$’000
70,643
2,466
5,840
(3,078)
75,871
11,450
(15,080)
72,241
12,367
15,462
(121)
27,708
14,070
(14,005)
27,773
48,163
44,468
2021
$’000
11,081
1,496
-
1,039
13,616
(1)
Includes acquisition and subscription of shares during the period of $3.5 million.
All equity investments in scope of AASB 9 are measured at fair value in the statement of financial position with
value changes recognised in profit or loss, except for those equity investments for which the entity has elected
to present value changes in other comprehensive income.
50
50
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
INVESTMENT IN ASSOCIATES
Interest in Associates
Salini Impregilo NRW Joint Venture
NewGen Drilling Pty Ltd
Consolidated
2022
20%
20%
Reconciliation and Movement in the Group’s Carrying Value of its Investments:
Opening balance of investment in associates
Share of (loss) / profit from equity accounted investments
Distributions received from associates
Closing balance of investment in associates
Consolidated
2022
$’000
2,233
(482)
(152)
1,599
2021
20%
20%
2021
$’000
2,610
1,435
(1,812)
2,233
Investments in entities over which the Group has the ability to exercise significant influence, but not control, are
accounted for using the equity method of accounting. The investment in associates is carried at cost plus post-
acquisition changes in the Group’s share of the associates’ net assets, less any impairment in value.
The requirements of AASB 136 Impairment of Assets are applied to determine whether it is necessary to
recognise any impairment loss with respect to the Group’s investment in an associate. When necessary, the
entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with AASB
136 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of
disposal) with its carrying amount. Any impairment loss recognised forms part of the carrying amount of the
investment. Any reversal of that impairment loss is recognised in accordance with AASB 136 to the extent that
the recoverable amount of the investment subsequently increases.
Key Judgements and Estimates
Determination of control
The Company considers all relevant facts and circumstances in assessing whether or not the Company’s
voting rights in an investee are sufficient to give it control, including:
• The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of
the other vote holders;
• Potential voting rights held by the Company, other vote holders or other parties;
• Rights arising from other contractual arrangements; and
• Any additional facts and circumstances that indicate that the Company has, or does not have, the
current ability to direct the relevant activities at the time that decisions need to be made, including
voting patterns at previous shareholders’ meetings.
51
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
INTANGIBLE ASSETS
Software and
System
Development
Patent
Technology
Brand
Names
Customer
Relationships
Total
$’000
$’000
$’000
$’000
$’000
COST
Balance as at 30 June 2020
21,142
9,460
13,929
45,418
89,949
Transferred from property, plant and equipment
Additions
Disposals
Assets recognised on business combinations (note 7.5)
Balance as at 30 June 2021
Software under development
Additions
377
703
(9,029)
-
-
-
-
-
-
-
-
-
-
-
4,038
25,628
377
703
(9,029)
29,666
13,193
9,460
17,967
71,046
111,666
4,649
266
-
-
-
-
-
-
4,649
266
Balance as at 30 June 2022
18,108
9,460
17,967
71,046
116,581
AMORTISATION
Balance as at 30 June 2020
21,142
5,954
Transferred from property, plant and equipment
Amortisation expense
Disposals
Balance as at 30 June 2021
Amortisation expense
Balance as at 30 June 2022
CARRYING VALUES
At 30 June 2021
At 30 June 2022
192
185
(9,029)
12,490
345
-
3,506
-
9,460
-
12,835
9,460
-
-
-
-
-
-
-
703
5,273
-
-
17,967
17,967
28,892
55,988
-
16,701
-
45,593
7,890
53,483
25,453
17,563
192
20,392
(9,029)
67,543
8,235
75,778
44,123
40,803
Intangible Assets Acquired in a Business Combination
Intangible assets acquired in a business combination and recognised separately from goodwill are recognised
initially at their fair value at the acquisition date (which is regarded as their deemed cost).
Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less
accumulated amortisation and accumulated impairment losses.
Software and System Development
Software is recognised at cost of acquisition. Software has a finite life and is carried at cost less any
accumulated amortisation and any impairment losses. Software is amortised over its useful life ranging from
two to five years.
Patent Technology
Patents are initially recognised at their fair value at the acquisition date (which is regarded as their deemed
cost). Patents have a finite life and are carried at cost less any accumulated amortisation and any impairment
losses. They are amortised over their useful life of up to five years.
Brand Names
Brand names recognised by the Group have an indefinite useful life and are not amortised. Each period, the
useful life of this asset is reviewed to determine whether events and circumstances continue to support an
indefinite useful life assessment for the asset. Such assets are tested for impairment at least annually or more
frequently whenever there is the presence of other indicators of impairment.
52
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
INTANGIBLE ASSETS CONTINUED
Customer Relationships
Customer relationships are initially recognised at their fair value at the acquisition date (which is regarded as
their deemed cost). Customer relationships have a finite life and are carried at cost less any accumulated
amortisation and any impairment losses. They are amortised over their useful life of up to five-years.
GOODWILL
Balance at beginning of the period
Amounts recognised from business combinations occurring during the period (note 7.5)
Consolidated
2022
$’000
168,467
-
2021(1)
$’000
85,036
83,431
Balance at end of the period
168,467
168,467
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer note 7.5.
Goodwill arising on an acquisition of a business is carried at cost established at the date of the acquisition of
the business less accumulated impairment losses, if any. Goodwill is not amortised, but it is tested for
impairment annually or more frequently if there is an indication that it might be impaired.
Goodwill is attributable to Cash Generating Units (CGU) aggregated in the following reporting segments whose
results are regularly reviewed by the Group’s Chief Operating Decision Maker:
Civil
Mining
MET
2022
$’000
18,513
59,858
90,096
2021(1)
$’000
18,513
59,858
90,096
Balance at end of the period
168,467
168,467
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer note 7.5.
If the recoverable amount of a CGU or group of CGUs to which goodwill is allocated is less than its carrying
amount, the impairment loss is allocated first to goodwill and then to the identifiable assets on a pro rata basis.
Any impairment loss for goodwill is recognised directly in profit or loss. An impairment loss recognised for
goodwill cannot be reversed in subsequent periods. On disposal of the relevant CGU, the attributable amount
of goodwill is included in the determination of the profit or loss on disposal.
Impairment of Assets
At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets
to determine whether there is any indication that those assets may have suffered an impairment loss.
The determination of the existence of impairment indicators requires a degree of management judgement. If
any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of
the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset,
the Group estimates the recoverable amount of a CGU to which the asset belongs. When a reasonable and
consistent basis of allocation can be identified, corporate assets are also allocated to individual CGUs, or
otherwise they are allocated to the smallest group of CGUs for which a reasonable and consistent allocation
basis can be identified.
Intangible assets with indefinite useful lives, intangible assets not yet available for use, and goodwill are tested
for impairment at least annually, and whenever there is an indication that the asset may be impaired.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which estimates
of future cash flows have not been adjusted.
If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying
amount of the asset (or CGU) is reduced to its recoverable amount.
53
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
GOODWILL CONTINUED
An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued
amount, in which case the impairment loss is treated as a revaluation decrease. The Company undertook formal
impairment testing for those obligatory CGUs to which Goodwill and indefinite-life Intangibles are allocated, and
those where the Company determined the existence of impairment indicators.
The Group has prepared five-year discounted cash flow forecasts and extrapolated the cash flows beyond the
terminal year using a terminal growth rate.
The Group has paid particular attention to those indicators impacted by the global COVID-19 pandemic. We
have considered the effect of the pandemic on our clients’ activities which may include changes to long-term
commodity prices, awards of new contracts, deferrals of existing contracts, disruptions to supply chain and
disruptions to existing operations. To date, most of the Group’s operations were classified as essential services
and have continued materially unaffected. The management team continue to monitor and manage the impacts
and risks arising from the global pandemic, and at the time of compiling future cash flows there were no known
detrimental changes. Key areas of management judgement required in this assessment include:
Value in Use Assumptions and Key Estimates
Sales and earnings growth
The five-year cash flow estimates used in assessments for all CGUs were based on Board approved budgets
for the year ending 30 June 2023 adjusted for material known transactions. Growth assumptions thereafter are
2.5% (2021: 2.5%) per annum for each future year. The terminal value assumes perpetual growth of 2.5%
(2021: 2.5%). Growth rates do not exceed historical averages.
Discount rate
A pre-tax discount rate of 14.2% (2021: 13.3%), which includes a risk margin, was applied to the cash flows
within each of the CGUs.
Working capital and capital expenditure
Working capital has been adjusted to return to, and continue to reflect, what management estimate to be normal
operating levels in order to continue to support the underlying businesses.
Capital expenditure forecasts were based on the various strategic business plans and those levels considered
appropriate to sustain current growth projections above current level of operating activities.
The Company was satisfied that the recoverable values were sufficiently in excess of their carrying values at
reporting date. This conclusion was supported having applied a sensitivity analysis on the key assumptions
used in determining the recoverable values.
Sensitivity Analysis
Short-term assumptions
The Company simulated several scenarios to sensitise future cash flows for different outcomes associated with
the short-term COVID-19 risks identified in assessing indicators of potential impairment, highlighted above.
These included the net future cash flow impacts of:
• An absolute, or timing delay, for disruptions at a current client’s operations; or
• A non-award, or delay to an award, of future contracts.
Long-term assumptions
In addition, the Company undertook sensitivity analysis with regard to the longer-term drivers of future cash
flow relating to:
• Future years’ growth rate assumption adjusted to a range of 1.5%-3.5% growth per annum; and
• Pre-tax discount rate assumption increased from 14.2% to 15.2%, representing the higher degree of
risk to returns through an extended period of higher uncertainty surrounding input costs due to global
inflationary pressures, labour availability and supply chain constraints.
Each of these individual sensitivities were performed in isolation of the other and did not result in the carrying
values of any CGU exceeding their respective recoverable amounts assessed at 30 June 2022.
54
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
NON-CURRENT ASSETS HELD FOR SALE
The Group announced to the ASX on 12 July 2021 that Boggabri Coal Operation Pty Ltd (BCO), part of the
Idemitsu Group, agreed to acquire the majority of the major mining equipment of Golding Contractors Pty Ltd
(a wholly owned subsidiary of NRW) that is engaged under the Maintenance Services and Hire Agreement at
the Boggabri Coal Mine. Accordingly, relevant assets were presented as held for sale as at 30 June 2021.
No impairment losses were recognised on the reclassification of the plant and equipment to assets held for sale
in 2021. Immediately prior to settlement, the Group repaid all outstanding financial debt relating to the plant and
equipment.
Net proceeds from the sale of the above transaction were $82.6 million.
Assets held for sale and associated liabilities:
Consolidated
Current assets
Plant and equipment held for sale
Current liabilities
Financial debt
Non-current liabilities
Financial debt
Total liabilities
Key Judgements and Estimates
2022
$’000
-
-
-
-
2021
$’000
82,612
18,220
46,961
65,181
Non-current assets classified as held for sale are measured at the lower of carrying amount and fair value
less costs to sell.
Non-current assets and disposal groups are classified as held for sale if their carrying amount will be
recovered through a sale transaction rather than through continuing use. This condition is regarded as met
only when the sale is highly probable and the asset is available for immediate sale in its present condition.
Management must be committed to the sale which should be expected to qualify for recognition as a
completed sale within one-year from the date of classification.
TRADE AND OTHER PAYABLES
CURRENT PAYABLES
Trade payables
Goods and service tax
Other payables
Accruals
Total trade and other payables
Consolidated
2022
$’000
234,350
8,843
36,165
111,682
391,040
2021(1)
$’000
185,794
18,559
23,299
112,103
339,755
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer note 7.5.
These amounts represent liabilities for goods and services provided to the Group prior to the end of financial
year which are unpaid. The amounts are unsecured and are usually paid within 30 to 60 days of recognition.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months from
the reporting date.
The Group has financial risk management policies in place to ensure that all payables are paid within
pre-agreed credit terms. All payables are expected to be settled within the next 12 months.
55
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
PROVISIONS
Consolidated
Onerous
Contracts
Warranty
& Other
Employee
Benefits
Total balance as at 30 June 2021
Provisions made during the year
Provisions applied during the year
Balance as at 30 June 2022
Current provisions
Non-current provisions
Total balance as at 30 June 2022
$’000
5,083
-
(5,083)
-
-
-
-
$’000
1,794
4,830
(3,311)
3,313
3,213
100
3,313
$’000
85,759
78,356
Total
$’000
92,636
83,186
(68,011)
(76,405)
96,104
79,143
16,961
96,104
99,417
82,356
17,061
99,417
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made
of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle
the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time
value of money is material).
(i)
Onerous Contracts
A provision is made for the difference between the expected cost of fulfilling a contract and the expected
unearned portion of the transaction price where the forecast costs are greater than the forecast revenue. The
provision is recognised in full in the period in which loss-making contracts are identified under AASB 137.
(ii) Warranties and Other
Provisions for warranties and defect claims are made for the estimated liability on all products still under
warranty at balance sheet date and known defects arising under service and construction contracts.
(iii)
Employee Benefits
The employee benefits liability represents accrued wages and salaries, leave entitlements and other incentives
recognised in respect of employees’ services up to the end of the reporting period. These liabilities are
measured at the amounts expected to be paid when they are settled and include related on-costs.
Key Judgements and Estimates
Onerous contracts
These provisions have been calculated based on management’s best estimate of discounted net cash
outflows required to fulfil the contracts (where the effect of the time value of money is material). The status
of these contracts and the adequacy of provisions are assessed at each reporting date.
Warranties
The provision is estimated having regard to previous claims experience.
Long service leave
Management judgement is applied in determining employee entitlements for long service leave. This
determination considers future increases in wages and salaries, future on cost rates, employee departures
and period of service. Expected future payments are discounted using the market yield at the reporting date
on Australian corporate bonds with terms to maturity and currencies to match, as close as possible, the
estimate future cash outflows.
56
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
4 CAPITAL STRUCTURE
The Group manages its capital structure to ensure that entities in the Group will be able to continue as a going
concern while maximising returns to shareholders.
Gearing Ratio
The Board meets regularly to determine the level of borrowings and shareholder funding required to
appropriately support business operations. The gearing ratio is a function of the capital structure, dividends and
movements in debt. The gearing ratio was calculated at 30 June 2022 as:
Cash and cash equivalents
Financial debt
Lease debt
Net Debt
Total equity
Net Debt to Equity Ratio
Consolidated
2022
$’000
219,338
(233,160)
(52,761)
(66,583)
598,299
11.1%
2021
$’000
146,549
(261,908)
(55,924)
(171,283)
545,123
31.4%
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
Capital Risk Management
The capital structure of the Group comprises of debt and equity. In order to maintain or adjust the capital
structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders,
issue new shares or increase or decrease debt.
The Group’s objectives when managing capital are to safeguard its ability to operate as a going concern so that
it can meet all its financial obligations when they fall due, provide adequate returns to shareholders, maintain
an appropriate capital structure to optimise its cost of capital and maintain an investment grade credit rating to
ensure ongoing access to funding. The Group is subject to certain financing arrangement covenants and
meeting these is given priority in all capital risk management decisions. There have been no events of default
on the financing arrangements during the financial year.
Financial Risk Management
The Group’s overall financial risk strategy seeks to ensure appropriate funding levels, approved treasury
directives to meet ongoing project needs and to allow flexibility for growth. The Board has ultimate responsibility
for the Group’s policy of risk management. The risk policies and procedures are reviewed periodically. In
addition, the going concern basis is reviewed throughout the year, ensuring adequate working capital
is available.
The financial instruments in the Group primarily consist of interest-bearing debt, cash, trade receivables and
payables. The Group has minimal foreign currency risks.
Interest Rate Risk Management
Interest rate risk is the risk that the value of a financial instrument or cash flow associated with the instrument
will fluctuate due to changes in the market interest rates. Sources of financial exposure include variable-rate
borrowings (cash flow risk) and fixed-rate borrowings (fair value risk). Interest rate exposures are kept within an
acceptable range as determined by the Board.
The Board continues to monitor the Group’s exposure to market rate volatility. If the Group were to consider a
movement of 200 basis points in interest rates or cost of funds, this would have an immaterial impact circa
$1.1 million to the cost of debt. Refer to the Consolidated Interest and Liquidity table on the following page for
further details around interest rate profiles.
57
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
4.1
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Foreign Exchange and Currency Exposure
The Group consolidated financial statements are presented in Australian dollars (AUD). The Board considers
that movements in foreign currency will have virtually no impact on operating profits, given that most projects
are agreed and billed in Australian dollars and cash holdings in other currencies other than AUD are negligible.
Should foreign operations expand, suitable risk measures would be put in place accordingly. Any new
developments which the Group considers or bids for are considered as part of the risk management reviews
held by the Board. Other than specific transactions or purchases negotiated with the supplier, transactions
dealing in foreign currency are dealt with at spot rates.
Liquidity Risk Management
Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. Ultimate
responsibility for liquidity risk management rests with the Board, which has established an appropriate liquidity
risk management framework for the management of the Company’s short, medium and long-term funding and
liquidity management requirements. The Company manages liquidity risk by maintaining appropriate banking
facilities, ensuring a suitable credit control program, continuously monitoring forecast and actual cash flows,
and considering the level of capital commitment commensurate with project demands and other market forces.
The estimated contractual maturity for its financial liabilities and financial assets is set out in the following tables.
The tables show the effective interest rates and average interest rates as relevant to each class.
Consolidated interest and liquidity analysis 2022
Effective Interest Rate
Total
0 to 30 days
31 days to
< 1 year
1 to 5
years
> 5
years
$’000
$’000
$’000
$’000
$’000
FINANCIAL ASSETS
Cash and cash equivalents
0.4%
219,338
219,338
-
Trade and other receivables(1)
417,326
124,479
292,847
Lease receivables
6.7%
180
23
157
Subtotal
636,844
343,840
293,004
-
-
-
-
-
-
-
-
FINANCIAL LIABILITIES
Bank loans
Equipment finance
Lease debt
Trade and other payables(2)
Other
Subtotal
3.0%
4.2%
6.2%
54,489
3,239
9,375
41,875
-
178,454
4,922
51,686
121,846
-
52,761
1,190
12,071
32,101
7,399
391,040
166,997
224,043
217
36
181
-
-
-
-
676,961
176,384
297,356
195,822
7,399
(1) Normal trade receivable terms. See note 3.1.
(2) Normal trade payable terms. See note 3.10.
58
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
4.1
FINANCIAL INSTRUMENTS AND RISK MANAGEMENT CONTINUED
Consolidated interest and liquidity analysis 2021
Effective
Interest Rate
Total
0 to 30 days
31 days to
< 1 year
1 to 5 years
> 5 years
$’000
$’000
$’000
$’000
$’000
FINANCIAL ASSETS
Cash and cash equivalents
0.3%
146,549
146,549
-
Trade and other receivables(1)
416,577
178,428
238,149
Lease receivables
9.4%
2,974
242
2,732
Subtotal
566,100
325,219
240,881
FINANCIAL LIABILITIES
Bank loans
Equipment finance
Lease debt
2.3%
4.3%
6.1%
74,945
173,390
55,924
-
5,874
1,169
20,570
52,039
12,452
Trade and other payables(2)
339,755
163,699
176,056
-
-
-
-
54,375
-
-
-
-
-
114,735
742
42,303
-
-
-
-
-
13,573
11,131
2,442
657,587
181,873
263,559
211,413
742
Other
Subtotal
(1) Normal trade receivable terms. See note 3.1.
(2) Normal trade payable terms. See note 3.10.
Credit Risk
Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations.
The Group is exposed to credit risk from its operating activities (primarily trade receivables) and from its
financing activities, including deposits with banks and financial institutions and other financial instruments. The
carrying amount of financial assets recorded in the financial statements net of any allowance for losses,
represents the Group’s maximum exposure to credit risk without taking into account the value of any collateral.
Trade and other receivables payment terms are primarily 30 to 75 days. Cash retentions are low as clients
require bonds and bank guarantees. The Group’s exposure and the credit ratings of these counterparties are
regularly monitored and transactions are diversified among approved counterparties.
Expected Credit Losses
The Group recognises a loss allowance for expected credit losses on investments in debt instruments that are
measured at amortised cost, including lease receivables, amounts due from customers and on loan
commitments.
The Group has elected to measure the loss allowance for a financial instrument at an amount equal to the
lifetime expected credit losses (ECL) if the credit risk of that financial instrument has increased significantly
since initial recognition. Lifetime ECL represents the expected credit losses that will result from all possible
default events over the expected life of a financial instrument.
In making the assessment, management takes into consideration Group’s historical credit loss experience,
adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both
the current as well as the forecast direction of conditions at the reporting date, including time value of money
where appropriate.
The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since
initial recognition of the respective financial instrument.
As at 30 June 2022 expected credit losses are immaterial.
59
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
ISSUED CAPITAL
Fully Paid Ordinary Shares
ORDINARY SHARES
449,193,491 fully paid ordinary shares
(2021: 449,051,657)
Consolidated
2022
$’000
2021
$’000
383,416
383,416
All issued shares are fully paid and rank equally. Fully paid ordinary shares carry one vote per share and carry
a right to dividends.
Consolidated
2022
No. ‘000
2022
$‘000
2021
No. ‘000
2021
$‘000
FULLY PAID ORDINARY SHARES
Balance at the beginning of the financial year
449,052
383,416
426,686
332,863
Issue of shares to executives and employees
Issue of shares as part of business acquisition
Treasury shares transferred to contributed equity
142
-
-
-
-
-
2,943
19,423
-
-
50,553
-
Balance at the end of the period
449,194
383,416
449,052
383,416
RESERVES
Share based payment reserve
Foreign currency reserve
Total reserves
Share Based Payment Reserve
Balance at the beginning of the financial year
Share based payments
Balance at the end of the financial year
Consolidated
Consolidated
2022
$’000
14,358
(79)
14,279
2022
$’000
11,500
2,858
14,358
2021
$’000
11,500
(141)
11,359
2021
$’000
8,661
2,839
11,500
Information relating to performance rights, including details of issued, exercised and lapsed during the financial
year and outstanding at the end of the financial year, is set out in the Remuneration Report and at note 4.7.
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NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
RETAINED EARNINGS
Balance at the beginning of the financial year
Net profit attributable to members of the parent entity
Dividends paid
Balance at the end of the financial year
DIVIDENDS
Consolidated
2022
$’000
150,348
97,414
(47,158)
200,604
2021
$’000
131,073
54,295
(35,020)
150,348
During the period, NRW Holdings Limited made the following dividend payments:
Fully paid ordinary shares
Final dividend (FY21 / FY20)
Interim dividend (FY22 / FY21)
Total dividend payments
Consolidated year ended
30 June 2022
Consolidated year ended
30 June 2021
Cents per share
$’000
Cents per share
$’000
5.0
5.5
22,452
24,706
47,158
4.0
4.0
17,067
17,953
35,020
The Directors have declared a dividend for the current financial year of 7.0 cents per share. The dividend will
be fully franked and paid in October 2022.
Franking Account
Consolidated
Franking account balance at 1 July
Australian income tax paid
Franking credits transferred to head entity upon acquisition
Franking credits attached to dividends paid:
As final dividend
As interim dividend
Franking account balance at 30 June
Franking credits that will attach to the payment of fully franked dividends
declared but not paid as at reporting date
Net franking credits available
EARNINGS PER SHARE
Profit for the year ($’000)
Weighted average number of shares for the
purposes of basic earnings per share (000’s)
2022
$’000
34,819
377
-
(9,623)
(10,588)
14,985
(13,476)
1,509
2022
97,414
449,134
Consolidated
2021
$’000
43,101
-
6,727
(7,315)
(7,694)
34,819
(9,623)
25,196
2021
54,295
435,534
Basic earnings per share
21.7 cents per share
12.5 cents per share
Shares deemed to be issued for no consideration in respect of:
Performance rights (000’s)
Weighted average number of shares used for the
purposes of diluted earnings per share (000’s)
6,136
455,269
4,063
439,597
Diluted earnings per share
21.4 cents per share
12.4 cents per share
61
61
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
4.6 EARNINGS PER SHARE CONTINUED
Basic Earnings Per Share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company,
excluding any costs of servicing equity other than ordinary shares, by the weighted average number of ordinary
shares on issue during the financial year.
Diluted Earnings Per Share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into
account the after-income tax effect of interest and other financing costs associated with dilutive potential
ordinary shares and the weighted average number of shares assumed to have been issued for no consideration
in relation to dilutive potential ordinary shares.
SHARE BASED PAYMENTS
Share based compensation payments are provided to employees in accordance with the NRW Holdings Limited
Performance Rights Plan (PRP) detailed in the remuneration report.
Share based compensation payments are measured at the fair value of the equity instruments at the grant date.
The choice of valuation methodology is determined by the structure of the awards, particularly the vesting
conditions:
• Market based valuations – a Monte-Carlo simulation valuation methodology is used to determine the
share based payment cost relative to TSR growth. The valuation methodology used is chosen from
those available to incorporate an appropriate amount of flexibility with respect to the particular
performance and vesting conditions of the award; and
• Non-market-based valuations – EBITDA, EBITA, EPS and Gearing targets are based on a 30-day
VWAP up to and including the grant date, risk-weighted for the likelihood of achievement of the vesting
conditions. The valuation methodology assumes between 25% and 100% achievement of vesting
conditions.
The variables in the valuation model are the share price on the date of the award, the duration of the award, the
risk-free interest rate, share price volatility and dividend yield. The inputs used for each of the current schemes
are provided below.
Scheme ID
Risk Free Interest
Rate
Share Price Volatility
Dividend Yield
Value (cents per share)
L
N
O
Q
R
S
T
U
V
W
X
1.35%
1.35%
0.29%
0.27%
0.07%
0.29%
0.29%
0.27%
0.01%
1.02%
0.42%
64.05%
53.62%
62.74%
54.27%
62.74%
92.52%
87.82%
65.21%
48.57%
62.08%
62.12%
1.20%
1.20%
1.34%
3.62%
3.62%
3.62%
3.62%
3.62%
1.70%
6.57%
6.57%
123.9
101.1
30.1 to 182
14.2
37.6 to 40.3
56.1 to 77.4
60.5 to 61.1
38.7 to 192
35
20.2 to 165.4
12.8 to 152
For all awards, the volatility assumption is representative of the level of uncertainty expected in the movements
of the Company’s share price over the life of the award. The assessment of the volatility includes the historic
volatility of the market price of the Company’s share and the mean reversion tendency of volatilities.
62
62
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
SHARE BASED PAYMENTS CONTINUED
Details of the awards for each scheme, the status of those awards and share based payment expense for KMPs and non KMPs is provided in the table below.
Name / Scheme
Scheme
ID
Allocation
Date
Vesting
Date
Balance of
Unvested Equity
Awards as at 1 July
2021
Granted in
FY22
Forfeited in
FY22
Vested in
FY22
Balance of Unvested
Equity Awards as at 30
June 2022
Fair Value Per
Security
Fair Value at
Grant Date
Fair Value
at Vesting
Date
Share Based
Payments
Expense
FY22
Number of
Rights
Number of
Rights
Number of
Rights
Number of
Rights
Number of
Rights
Cents
$
$
$
J Pemberton
FY20 Tranche 1
FY20 Tranche 2
FY21 Tranche 1
FY22 Tranche 1
Total
A Walsh
FY20 Tranche 1
FY20 Tranche 2
FY21 Tranche 1
FY21 Tranche 2
Total
K Hyman
FY21 Tranche 1
FY22 Tranche 1
Total
B McIntosh
O
O
U
X
R
S
S
T
U
X
26/11/2019
30/11/2022
582,246
26/11/2019
30/11/2023
582,246
25/11/2021
30/09/2023
750,000
-
-
-
25/11/2021
30/09/2024
-
986,842
1,914,492
986,842
01/06/2021
30/11/2022
750,000
01/06/2021
30/09/2023
750,000
01/06/2021
30/09/2023
375,000
01/06/2021
30/09/2024
375,000
2,250,000
17/06/2022
30/09/2023
17/06/2022
30/09/2024
-
-
-
-
-
-
-
-
-
-
40,131
52,377
92,508
30,617
30,617
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
582,246
582,246
750,000
986,842
2,901,334
750,000
750,000
375,000
375,000
2,250,000
40,131
52,377
92,508
30,617
30,617
30.1 to 182
768,785
30.1 to 182
835,411
38.7 to 192
798,625
12.8 to 152
611,020
3,013,841
37.6 to 153
860,593
58.2 to 153
927,343
56.1 to 153
455,506
61.1 to 153
448,069
2,691,511
38.7 to 192
12.8 to 152
12.8 to 152
42,733
32,430
75,163
18,957
18,957
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
256,262
213,278
266,208
203,674
939,422
286,864
309,114
120,035
117,556
833,569
14,244
10,811
25,055
6,319
6,319
FY22 Tranche 1
X
17/06/2022
30/09/2024
Total
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
63
63
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
SHARE BASED PAYMENTS CONTINUED
Name / Scheme
Scheme
ID
Allocation
Date
Vesting
Date
Balance of
Unvested Equity
Awards as at 1 July
2021
Granted in
FY22
Forfeited in
FY22
Vested in
FY22
Balance of Unvested
Equity Awards as at 30
June 2022
Fair Value Per
Security
Fair Value at
Grant Date
Fair Value
at Vesting
Date
Share Based
Payments
Expense
FY22
Number of
Rights
Number of
Rights
Number of
Rights
Number of
Rights
Number of
Rights
Cents
$
$
$
G Payne
FY20 Tranche 1
FY20 Tranche 2
FY21 Tranche 1
FY22 Tranche 1
Total
A Broad
FY20 Tranche 1
FY20 Tranche 2
Total
G Caton
FY20 Tranche 1
FY20 Tranche 2
FY21 Tranche 1
FY22 Tranche 1
Total
B Dorricott
FY21 Tranche 1
FY22 Tranche 1
Total
C Henry
FY21 Tranche 1
FY22 Tranche 1
Total
O
O
U
X
O
O
O
O
U
X
U
X
U
X
20/07/2020
30/11/2022
20/07/2020
30/11/2023
17/06/2022
30/09/2023
17/06/2022
30/09/2024
20/07/2020
30/11/2022
20/07/2020
30/11/2023
76,144
76,144
-
-
152,288
82,487
82,487
164,974
20/07/2020
30/11/2022
137,980
20/07/2020
30/11/2023
137,980
17/06/2022
30/09/2023
17/06/2022
30/09/2024
-
-
275,960
17/06/2022
30/09/2023
17/06/2022
30/09/2024
17/06/2022
30/09/2023
17/06/2022
30/09/2024
-
-
-
-
-
-
-
-
78,330
103,289
181,619
-
-
-
-
-
118,490
157,730
276,220
9,344
74,506
83,850
29,242
113,980
143,222
-
-
-
-
-
(82,487)
(82,487)
(164,974)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
76,144
76,144
78,330
103,289
333,907
-
-
-
137,980
137,980
118,490
157,730
552,180
9,344
74,506
83,850
29,242
113,980
143,222
30.1 to 182
100,538
30.1 to 182
109,251
38.7 to 192
12.8 to 152
-
-
83,408
63,953
357,150
-
-
-
30.1 to 182
182,186
30.1 to 182
197,975
38.7 to 192
126,172
12.8 to 152
97,661
38.7 to 192
12.8 to 152
38.7 to 192
12.8 to 152
603,994
9,950
46,132
56,082
31,138
70,573
101,711
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
33,512
27,892
27,803
21,318
110,525
-
-
-
60,729
50,542
42,057
32,554
185,882
3,317
15,377
18,694
10,379
23,524
33,903
64
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
64
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
SHARE BASED PAYMENTS CONTINUED
Name / Scheme
Scheme
ID
Allocation
Date
Vesting
Date
Balance of
Unvested Equity
Awards as at 1 July
2021
Granted in
FY22
Forfeited in
FY22
Vested in
FY22
Balance of
Unvested Equity
Awards as at 30
June 2022
Fair Value Per
Security
Fair Value
at Grant
Date
Fair Value
at Vesting
Date
Share Based
Payments
Expense
FY22
Number of
Rights
Number of
Rights
Number of
Rights
Number of
Rights
Number of
Rights
Cents
$
$
$
Non KMP
2019 Scheme 1
Tranche 2
2019 Scheme 2
Tranche 2
2019 Tranche 2
FY19 Tranche 1
FY20 Tranche 1
FY20 Tranche 2
FY21 Tranche 1
FY22 Tranche 1
FY22 Tranche 1
Total
TOTAL
L
N
Q
V
O
O
U
W
X
15/02/2019
30/11/2021
77,885
18/04/2019
30/11/2021
15,000
14/07/2020
30/11/2021
12,500
-
-
-
21/07/2021
30/11/2021
-
51,488
20/07/2020
30/11/2022
20/07/2020
30/11/2023
17/06/2022
30/09/2023
16/12/2021
30/03/2025
17/06/2022
30/09/2024
568,726
568,726
-
-
-
1,242,837
6,000,551
-
-
600,834
197,368
1,029,041
-
(77,885)
(15,000)
-
-
-
(60,651)
(60,651)
-
-
-
(12,500)
(51,488)
-
-
-
-
-
-
-
-
-
508,075
508,075
600,834
197,368
123.9
96,500
135,908
11,871
101.1
15,165
-
14.2
35
1,775
18,021
21,813
89,847
30.1 to 182
750,935
30.1 to 182
816,012
38.7 to 192
639,788
20.2 to 165
136,421
-
-
-
-
-
-
287
18,021
223,618
186,109
213,263
15,158
212,382
1,029,041
12.8 to 152
637,147
1,878,731
(136,302)
(141,873)
2,843,393
3,111,764
247,568
880,709
3,673,609
(301,276)
(141,873)
9,231,011
10,030,173
247,568
3,034,078
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
65
65
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
5 FINANCING
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-term highly
liquid investments with original maturities of three months or less.
Reconciliation of Profit for the Period to Net Cash Flows from Operating Activities
Consolidated
PROFIT FOR THE PERIOD
Adjustments for:
(Profit) / loss on sale of property, plant and equipment
Depreciation and amortisation
Non-cash impairment
Share of loss / (profit) from associates
Share based payment expense
Movements in investments and listed equities
Net cash generated before movement in working capital
Change in trade and other receivables
Change in lease receivables
Change in inventories
Change in other assets
Change in trade and other payables
Change in provisions
Change in current tax liabilities
Change in deferred tax balances
Net cash from operating activities
GUARANTEES
Bank guarantees
Insurance bonds
Balance at the end of the financial year
2022
$’000
97,414
(1,255)
123,291
1,075
482
2,858
(3,664)
220,201
(751)
2,794
(12,886)
(17,828)
51,285
6,780
(430)
38,835
288,000
2022
$’000
29,775
164,575
194,350
Consolidated
2021
$’000
54,295
366
166,297
1,111
(1,435)
2,839
(6,769)
216,704
(13,726)
2,117
3,847
1,673
(45,164)
(39,608)
-
21,595
147,438
2021
$’000
32,825
202,982
235,807
The Group has contract performance bank guarantees and insurance bonds issued in the normal course of
business in respect to its contracts.
66
66
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
FINANCIAL DEBT
Consolidated
SECURED AT AMORTISED COST
Current
Bank loans
Equipment finance
Other
Total current financial debt
Non-current
Bank loans
Equipment finance
Total non-current financial debt
Total financial debt
2022
$’000
12,614
56,608
217
69,439
41,875
121,846
163,721
233,160
2021
$’000
20,570
57,912
13,574
92,056
54,375
115,477
169,852
261,908
All loans and financial debt are initially recognised at fair value, being the amount received less attributable
transaction costs. After initial recognition, interest bearing liabilities are stated at amortised cost with any
difference between cost and redemption value being recognised in the statement of profit or loss over the
period of the borrowings on an effective interest basis.
Various financial institutions provide the Group with fixed interest rate finance leases, secured by the
underlying assets financed.
As at the date of signing the annual accounts, the Company is in compliance with its obligations under its
facilities. The Company expects to be in compliance with agreed covenants throughout the year ending
30 June 2023.
The Company currently has in place a multi-option general banking facility with Bankwest and Bank of China.
The agreement provides NRW with facilities to be used for contract guarantees, and facilities which can be
used for either contract guarantees or as working capital (an overdraft facility).
Financial debt movement reconciliation for the year ended 30 June 2022:
Consolidated
Opening balance
Equipment finance assumed (through business acquisition)
Debts assumed (through business acquisition)
New equipment finance
Repayment of equipment finance
Net repayments related to sale of Boggabri assets
New financial debt
Net repayment of financial debt
Total financial debt
2022
$’000
261,908
-
-
110,516
(46,568)
(63,883)
-
(28,813)
233,160
2021
$’000
244,795
4,736
11,273
33,197
(60,720)
-
50,000
(21,372)
261,908
67
67
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
FINANCIAL DEBT CONTINUED
Interest Bearing Finance Facilities
Consolidated finance facilities as at 30 June 2022
Finance Description
Face Value (limit)
Carrying Amount (utilised)
Unutilised Amount
Banking facilities(1)
Equipment finance(2)
Guarantees and insurance bonds(3)
$’000
125,000
320,605
404,925
$’000
54,489
178,454
194,350
$’000
70,511
142,151
210,575
Consolidated finance facilities as at 30 June 2021
Finance Description
Face Value (limit)
Carrying Amount (utilised)
Unutilised Amount
Banking facilities(1)
Equipment finance(2)
Guarantees and insurance bonds(3)
$’000
99,945
198,337
434,231
$’000
74,945
173,389
235,807
$’000
25,000
24,948
198,424
(1) Includes: cash advance facilities, bank guarantee facilities (reflected within guarantees and insurance bonds line item) and an overdraft
facility.
(2) Terms range from one to five years.
(3) $10.0 million of the overall limit is interchangeable as an overdraft facility.
LEASE DEBT
Opening balance
New leases through a business combination (see note 7.5)
New leases
Net repayments
Balance at 30 June
Current
Non-current
Total lease debt
Consolidated
2022
$’000
55,924
-
11,450
(14,613)
52,761
13,261
39,500
52,761
2021
$’000
65,058
2,576
3,813
(15,523)
55,924
13,621
42,303
55,924
Group lease debt relates mainly to properties, the balance comprised of plant and equipment, various types
of vehicles and IT equipment.
With the adoption of AASB 16 Leases, the Group assesses whether a contract is or contains a lease at
inception of the contract. The Group recognises a lease asset and a corresponding lease debt with respect
to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a
lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers,
small items of office furniture and telephones). For these leases, the Group recognises the lease payments
as an operating expense on a straight-line basis over the term of the lease unless another systematic basis
is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease debt is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily
determined, the lessee uses its incremental borrowing rate.
Lease payments included in the measurement of the lease debt comprise:
• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that depend on an index or rate, initially measured using the index or rate
at the commencement date;
68
68
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
FINANCIAL DEBT CONTINUED
Interest Bearing Finance Facilities
Consolidated finance facilities as at 30 June 2022
Banking facilities(1)
Equipment finance(2)
Guarantees and insurance bonds(3)
$’000
125,000
320,605
404,925
$’000
99,945
198,337
434,231
$’000
54,489
178,454
194,350
$’000
74,945
173,389
235,807
Consolidated finance facilities as at 30 June 2021
Finance Description
Face Value (limit)
Carrying Amount (utilised)
Unutilised Amount
(1) Includes: cash advance facilities, bank guarantee facilities (reflected within guarantees and insurance bonds line item) and an overdraft
Banking facilities(1)
Equipment finance(2)
Guarantees and insurance bonds(3)
facility.
(2) Terms range from one to five years.
LEASE DEBT
(3) $10.0 million of the overall limit is interchangeable as an overdraft facility.
$’000
70,511
142,151
210,575
$’000
25,000
24,948
198,424
2021
$’000
65,058
2,576
3,813
(15,523)
55,924
13,621
42,303
55,924
Consolidated
2022
$’000
55,924
-
11,450
(14,613)
52,761
13,261
39,500
52,761
New leases through a business combination (see note 7.5)
Opening balance
New leases
Net repayments
Balance at 30 June
Current
Non-current
Total lease debt
Group lease debt relates mainly to properties, the balance comprised of plant and equipment, various types
of vehicles and IT equipment.
With the adoption of AASB 16 Leases, the Group assesses whether a contract is or contains a lease at
inception of the contract. The Group recognises a lease asset and a corresponding lease debt with respect
to all lease arrangements in which it is the lessee, except for short-term leases (defined as leases with a
lease term of 12 months or less) and leases of low value assets (such as tablets and personal computers,
small items of office furniture and telephones). For these leases, the Group recognises the lease payments
as an operating expense on a straight-line basis over the term of the lease unless another systematic basis
is more representative of the time pattern in which economic benefits from the leased assets are consumed.
The lease debt is initially measured at the present value of the lease payments that are not paid at the
commencement date, discounted by using the rate implicit in the lease. If this rate cannot be readily
determined, the lessee uses its incremental borrowing rate.
Lease payments included in the measurement of the lease debt comprise:
• Fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
• Variable lease payments that depend on an index or rate, initially measured using the index or rate
at the commencement date;
Finance Description
Face Value (limit)
Carrying Amount (utilised)
Unutilised Amount
• Payments of penalties for terminating the lease, if the lease term reflects the exercise of an option
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
LEASE DEBT CONTINUED
• The amount expected to be payable by the lessee under residual value guarantees;
• The exercise price of purchase options, if the lessee is reasonably certain to exercise the options;
and
to terminate the lease.
The lease debt is subsequently measured by increasing the carrying amount to reflect interest on the lease
debt (using the effective interest method) and by reducing the carrying amount to reflect the lease payments
made. The Group remeasures the lease debt (and makes a corresponding adjustment to the related lease
asset) whenever:
• The lease term has changed or there is a significant event or change in circumstances resulting in
a change in the assessment of exercise of a purchase option, in which case the lease debt is
remeasured by discounting the revised lease payments using a revised discount rate;
• The lease payments change due to changes in an index or rate or a change in expected payment
under a guaranteed residual value, in which cases the lease debt is remeasured by discounting the
revised lease payments using an unchanged discount rate (unless the lease payments change is
due to a change in a floating interest rate, in which case a revised discount rate is used); and
Lease contract is modified and the lease modification is not accounted for as a separate lease, in
which case the lease debt is remeasured based on the lease term of the modified lease by
discounting the revised lease payments using a revised discount rate at the effective date of the
modification.
•
The Group did not make any material adjustments during the periods presented.
Variable rents that do not depend on an index or rate are not included in the measurement of the lease debt
and the right-of-use asset. The related payments are recognised as an expense in the period in which the
event or condition that triggers those payments occurs.
Key Judgements and Estimates
Determination of the existence of leases
Identifying a lease will sometimes require a significant amount of judgement based on the elements of the
definition of a lease, including identification of the leased asset, whether the contract passes the right to
obtain substantially all of the economic benefits from the use of identified assets within the defined scope of
the contract and whether the supplier has a substantive right to substitute identified assets throughout the
period of use.
Lease extension periods
In determining the lease term, the Group considers all facts and circumstances that create an economic
incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods
after termination options) are only included in the lease term if the lease is reasonably certain to be extended
(or not terminated). After the commencement date, the Group reassesses the lease term if there is a
significant event or change in circumstances that is within its control and affects its ability to exercise (or not
to exercise) the option to renew.
Incremental borrowing rate
In determining the present value of the future lease payments, the Group discounts the lease payments using
an incremental borrowing rate (IBR). The IBR reflects the financing characteristics and duration of the
underlying lease. Once a discount rate has been set for a leased asset (or portfolio of assets with similar
characteristics), this rate will remain unchanged for the term of that lease. When a lease modification occurs,
and it is not accounted for as a separate lease, a new IBR will be assigned to reflect the new characteristics
of the lease.
68
69
69
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
CAPITAL AND OTHER COMMITMENTS
CAPITAL AND OTHER COMMITMENTS
Not later than 12 months
Between 12 months and 5 years
Total capital and other commitments
6 TAXATION
Consolidated
2022
$’000
87,255
422
87,677
INCOME TAX RECOGNISED IN PROFIT OR LOSS
Consolidated
CURRENT TAX EXPENSE
Current year income tax
Adjustments for prior years income tax
Subtotal
DEFERRED TAX EXPENSE
Origination and reversal of temporary differences
Total income tax expense / (benefit)
RECONCILIATION OF EFFECTIVE TAX RATE
Profit before tax for the period
INCOME TAX USING THE COMPANY’S DOMESTIC TAX RATE OF 30%
Changes in income tax expense due to:
Share based payments
Adjustments recognised in the current year in relation to the effect of tax
consolidation in prior years
Effect of different income tax rates for subsidiaries operating in a different
tax jurisdiction
Effect of impairment of financial assets relating to the Gascoyne Resources
loan and equity instruments
Adjustments recognised in the current year in relation to the current tax of
prior years (effect of expenses that are not deductible in determining taxable
profit)
Non-deductible transaction costs
Deferred tax assets brought to account
Effect of expenses that are not deductible in determining taxable profit
Joint ventures
Total income tax expense / (benefit)
2021
$’000
3,234
-
3,234
2021
$’000
418
(335)
83
21,512
21,595
2021
$’000
75,890
22,767
(1,783)
319
4
1,569
2022
$’000
(12)
(476)
(488)
39,321
38,833
2022
$’000
136,247
40,874
(37)
-
60
-
Consolidated
(2,547)
(1,624)
-
134
349
-
38,833
1,098
-
(732)
(23)
21,595
70
70
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Consolidated
CAPITAL AND OTHER COMMITMENTS
Not later than 12 months
Between 12 months and 5 years
Total capital and other commitments
6 TAXATION
CURRENT TAX EXPENSE
Current year income tax
Adjustments for prior years income tax
Subtotal
DEFERRED TAX EXPENSE
Origination and reversal of temporary differences
Total income tax expense / (benefit)
2022
$’000
87,255
422
87,677
2022
$’000
(12)
(476)
(488)
39,321
38,833
2022
$’000
136,247
40,874
60
-
-
-
-
134
349
2021
$’000
3,234
-
3,234
2021
$’000
418
(335)
83
21,512
21,595
2021
$’000
75,890
22,767
319
4
1,569
1,098
-
(732)
(23)
21,595
RECONCILIATION OF EFFECTIVE TAX RATE
Consolidated
Profit before tax for the period
INCOME TAX USING THE COMPANY’S DOMESTIC TAX RATE OF 30%
Changes in income tax expense due to:
Share based payments
Adjustments recognised in the current year in relation to the effect of tax
consolidation in prior years
Effect of different income tax rates for subsidiaries operating in a different
tax jurisdiction
Effect of impairment of financial assets relating to the Gascoyne Resources
loan and equity instruments
(37)
(1,783)
Adjustments recognised in the current year in relation to the current tax of
prior years (effect of expenses that are not deductible in determining taxable
(2,547)
(1,624)
profit)
Non-deductible transaction costs
Deferred tax assets brought to account
Effect of expenses that are not deductible in determining taxable profit
Joint ventures
Total income tax expense / (benefit)
38,833
CAPITAL AND OTHER COMMITMENTS
RECONCILIATION OF EFFECTIVE TAX RATE CONTINUED
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
INCOME TAX RECOGNISED IN PROFIT OR LOSS
Current Tax Liabilities
Consolidated
Tax losses have been applied to offset any Australian taxable income. The reported current tax assets as at
30 June 2022 relate to tax refundable in foreign jurisdictions (2021: $0.4 million liability).
The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported
in the consolidated statement of comprehensive income because of items of income or expense that are
taxable or deductible in other years and items that are never taxable or deductible. The Group’s liability for
current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the
reporting period.
Income taxes are paid in the jurisdictions where the Group operates, predominantly Australia. Significant
judgement is involved in applying the tax rules and regulations relevant in deriving the final provision for
income tax. If in subsequent periods, matters arise that cause the final tax outcome to vary to the reported
carrying amounts, such differences will alter the deferred tax balances in the period the change is identified.
CURRENT AND DEFERRED TAX BALANCES
Deferred Tax Balances
Receivables (contract assets)
Inventories
Other current assets
Property, plant and equipment
Investments in associates
Intangibles
Lease debt
Provisions
Payables
Cost of equity raising
Share based payments
Losses
Assets
Liabilities
Net
2022
$’000
-
-
1,253
4,771
1,393
-
17,860
27,257
10,768
497
1,956
7,754
2021(1)
$’000
-
-
2,577
3,693
2,843
-
21,864
24,475
11,420
226
1,453
34,936
2022
$’000
2021(1)
$’000
2022
$’000
2021(1)
$’000
(24,233)
(24,911)
(24,233)
(24,911)
(4,717)
(8,835)
(5,716)
(4,985)
(4,717)
(7,582)
(5,716)
(2,408)
(62,045)
(50,918)
(57,274)
(47,225)
-
-
1,393
2,843
(9,887)
(12,257)
(9,887)
(12,257)
(17,961)
(20,034)
(101)
-
-
-
-
-
-
-
-
-
-
27,257
10,768
497
1,956
7,754
1,830
24,475
11,420
226
1,453
34,936
Deferred tax assets / (liabilities)
73,509
103,487
(127,678)
(118,821)
(54,169)
(15,334)
(1) Restated to reflect finalisation of Primero Group Limited purchase price accounting – refer note 7.5.
Movement of Deferred Tax Balances
DEFERRED TAX EXPENSE
Recognised in profit or loss (note 6.1)
Recognised directly in equity
Balance acquired through business combinations (note 7.5)
Balance restated to reflect finalisation of purchase price accounting
Total
Consolidated
2021
$’000
(21,512)
7
7,523
8,877
(5,105)
2022
$’000
(39,321)
-
-
488
(38,833)
70
71
71
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
CURRENT AND DEFERRED TAX BALANCES CONTINUED
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities
in the consolidated financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that
it is probable that taxable profits will be available against which those deductible temporary differences can
be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in
a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries and associates and interests in joint ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such
investments and interests are only recognised to the extent that it is probable that there will be sufficient
taxable profits against which to utilise the benefits of the temporary differences and they are expected to
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and is adjusted
to recognise the estimated value of future tax liabilities likely to arise based on risk assessed forecasts.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the Group expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Unrecognised Deferred Tax Balances
During the year there were no deductible temporary differences, unused tax losses and unused tax credits
for which no deferred tax assets have been recognised.
RELEVANCE OF TAX CONSOLIDATION TO THE GROUP
The Company and its wholly owned Australian resident entities formed a tax-consolidated group under
Australian taxation law with effect from 1 July 2014 and are therefore taxed as a single entity from that date.
The head entity within the tax-consolidated group is NRW Holdings Limited. The members of the tax-
consolidated group are identified in note 7.1.
Tax expense / income, deferred tax liabilities and deferred tax assets arising from temporary differences of
the members of the tax-consolidated group are recognised in the separate financial statements of the
members of the tax-consolidated group using the ‘stand-alone taxpayer’ approach by reference to the
carrying amounts in the separate financial statements of each entity and the tax values applying under tax
consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and
tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in
the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the
tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each
member of the Group in relation to the tax contribution amounts paid or payable between the parent entity
and the other members of the tax-consolidated group in accordance with the arrangement.
Nature of Tax Funding Arrangements and Tax Sharing Agreements
Entities within the tax-consolidated group have entered into a tax funding arrangement and a tax sharing
agreement with the head entity. Under the terms of the tax funding arrangement, NRW Holdings Limited and
each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or from the
head entity, based on the current tax liability or current tax asset of the entity. The tax sharing agreement
entered into between members of the tax-consolidated group provides for the determination of the allocation
of income tax liabilities between the entities should the head entity default on its tax payment obligations or
if an entity should leave the tax consolidated group.
72
72
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities
in the consolidated financial statements and the corresponding tax bases used in the computation of taxable
profit. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that
it is probable that taxable profits will be available against which those deductible temporary differences can
be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in
a transaction that affects neither the taxable profit nor the accounting profit.
Deferred tax liabilities are recognised for taxable temporary differences associated with investments in
subsidiaries and associates and interests in joint ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such
investments and interests are only recognised to the extent that it is probable that there will be sufficient
taxable profits against which to utilise the benefits of the temporary differences and they are expected to
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each reporting period and is adjusted
to recognise the estimated value of future tax liabilities likely to arise based on risk assessed forecasts.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and
assets reflects the tax consequences that would follow from the manner in which the Group expects, at the
end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax assets and liabilities on a net basis.
Unrecognised Deferred Tax Balances
During the year there were no deductible temporary differences, unused tax losses and unused tax credits
for which no deferred tax assets have been recognised.
RELEVANCE OF TAX CONSOLIDATION TO THE GROUP
The Company and its wholly owned Australian resident entities formed a tax-consolidated group under
Australian taxation law with effect from 1 July 2014 and are therefore taxed as a single entity from that date.
The head entity within the tax-consolidated group is NRW Holdings Limited. The members of the tax-
consolidated group are identified in note 7.1.
Tax expense / income, deferred tax liabilities and deferred tax assets arising from temporary differences of
the members of the tax-consolidated group are recognised in the separate financial statements of the
members of the tax-consolidated group using the ‘stand-alone taxpayer’ approach by reference to the
carrying amounts in the separate financial statements of each entity and the tax values applying under tax
consolidation. Current tax liabilities and assets and deferred tax assets arising from unused tax losses and
tax credits of the members of the tax-consolidated group are recognised by the Company (as head entity in
the tax-consolidated group). Due to the existence of a tax funding arrangement between the entities in the
tax-consolidated group, amounts are recognised as payable to or receivable by the Company and each
member of the Group in relation to the tax contribution amounts paid or payable between the parent entity
and the other members of the tax-consolidated group in accordance with the arrangement.
Nature of Tax Funding Arrangements and Tax Sharing Agreements
Entities within the tax-consolidated group have entered into a tax funding arrangement and a tax sharing
agreement with the head entity. Under the terms of the tax funding arrangement, NRW Holdings Limited and
each of the entities in the tax-consolidated group has agreed to pay a tax equivalent payment to or from the
head entity, based on the current tax liability or current tax asset of the entity. The tax sharing agreement
entered into between members of the tax-consolidated group provides for the determination of the allocation
of income tax liabilities between the entities should the head entity default on its tax payment obligations or
if an entity should leave the tax consolidated group.
CURRENT AND DEFERRED TAX BALANCES CONTINUED
GOODS AND SERVICES
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:
• Where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as
part of the cost of acquisition of an asset or as part of an item of expense; or
• Receivables and payables which are recognised inclusive of GST.
The net amount of GST recoverable from, or payable to, the taxation authority is included as part of
receivables or payables.
Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows
arising from investing and financing activities which is recoverable from, or payable to, the taxation authority
is classified within operating cash flows.
TAX POLICY, STRATEGY AND GOVERNANCE
Approach to Tax Governance
NRW has developed a Board approved Tax Risk Management Framework to govern the way in which the
Group manages its tax obligations. The Tax Risk Management Framework has been designed in line with
the Australian Taxation Office (ATO) Tax Risk Management and Governance Review Guide. The Tax Risk
Management Framework applies to all entities within the NRW tax consolidated group.
In accordance with the Tax Risk Management Framework, decisions on tax risk are reviewed by the Chief
Financial Officer and reported to the Audit and Risk Committee as appropriate. Ultimate responsibility for tax
governance is borne by the Board. Tax risk assessments are conducted and are consistent with the risk
tolerance levels applied to other decisions in the business.
Corporate Income Tax Contribution Summary
NRW is currently utilising available carry-forward Australian tax losses. As at 30 June 2022, NRW has
estimated carry forward tax losses of $7.8 million on its balance sheet as a deferred tax asset. This position
results in zero income tax payable in Australia. The NRW tax consolidated group will commence paying
corporate tax in Australia once these losses are fully utilised.
The ATO publish the income tax information of taxpayers with a total income of $100 million or more. The
information is published in the Report of Entity Tax Information online. NRW confirms the following
disclosures under the ATO regime.
Total Income
Taxable / Net Income
Tax Payable
2016-17
2017-18
2018-19
2019-20
2020-21(1)
$’000
367,184
Nil
Nil
$’000
$’000
$’000
$’000
676,658
1,087,568
2,011,916
2,235,779
Nil
Nil
Nil
Nil
Nil
Nil
Nil
Nil
(1) Not yet disclosed by the ATO under the Report of Entity Tax Information regime online.
Relationships with Tax Authorities
NRW is committed to open and transparent dealings with the ATO and other relevant tax authorities. NRW’s
approach to engagement with these authorities is to be compliant with tax laws to ensure its statutory
obligations are met.
NRW is included in the ATO's Justified Trust review program. NRW’s last assurance review under this
regime was finalised in June 2022. The ATO obtained an overall high level of assurance that NRW paid the
right amount of Australian income tax for the income years reviewed.
International Related Party Dealings
The NRW Group includes entities incorporated under foreign jurisdictions where corporate tax is remitted in
accordance with the applicable taxation authorities and laws.
NRW does not have material operations located outside of Australia, resulting in minor international related
party dealings. These dealings are disclosed to the ATO within the International Related Party Dealings
Schedule.
72
73
73
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
7 OTHER NOTES
SUBSIDIARIES
Information about the composition of the Group at the end of the reporting period is as follows:
Entity
Principal Activities
Country of
Incorporation
Ownership Interest
2022
2021
NRW Holdings Limited
(ACN 118 300 217) <
Actionblast Pty Ltd
(ACN 058 473 331) <
Action Drill & Blast Pty Ltd
(ACN 144 682 413) <
Hughes Drilling 1 Pty Ltd
(ACN 011 007 702) <
NRW Pty Ltd
(ACN 067 272 119) <
The trustee for NRW Unit Trust
(ABN 69 828 799 317)
NRW Contracting Pty Ltd
(ACN 008 766 407) <
NRW Contracting (NO.2) Pty Ltd
(ACN 621 008 473) <
DIAB Engineering Pty Ltd
(ACN 611 036 689) <
NRW Intermediate Holdings Pty Ltd
(ACN 120 448 179) <
Indigenous Mining & Exploration Company Pty Ltd
(ACN 114 493 579) <
NRW International Holdings Pty Ltd
(ACN 138 827 451) <
RCR Heat Treatment Pty Ltd
(ACN 631 155 032)
RCR Mining Technologies Pty Ltd
(ACN 107 724 274) <
NRW Mining Pty Ltd
(ACN 117 524 277) <
Golding Group Pty Ltd
(ACN 129 247 025) <
Golding Employee Equity Pty Ltd
(ACN 134 623 680) <
Golding Finance Pty Ltd
(ACN 128 839 056) <
Golding Contractors Pty Ltd
(ACN 009 734 794) <
Golding Civil Pty Ltd
(ACN 628 709 777)
Golding Mining Pty Ltd
(ACN 628 709 740)
Golding Services Pty Ltd
(ACN 628 709 768)
Golding Urban Pty Ltd
(ACN 628 709 759)
Golding PNG Limited
74
Holding Company
Australia
-
-
Mining Equipment
Solutions
Australia
100%
100%
Drill & Blast
Australia
100%
100%
Drill & Blast
Australia
100%
100%
Civil & Mining
Australia
100%
100%
Civil & Mining
Australia
100%
100%
Civil, Mining & Urban
Australia
100%
100%
Mining
Australia
100%
100%
MET
Australia
100%
100%
Intermediary
Australia
100%
100%
Investment Shell
Australia
100%
100%
Investment Shell
Australia
100%
100%
Heat Treatment
Australia
100%
100%
MET
Australia
100%
100%
Investment Shell
Australia
100%
100%
Holding Company
Australia
100%
100%
Dormant
Australia
100%
100%
Holding Company
Australia
100%
100%
Civil, Mining & Urban
Australia
100%
100%
Civil
Australia
100%
100%
Mining
Australia
100%
100%
Civil, Mining & Urban
Australia
100%
100%
Urban
Australia
100%
100%
Mining
Papua New Guinea
100%
100%
74
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
CONTINUED
7 OTHER NOTES
SUBSIDIARIES
NRW Holdings Limited
(ACN 118 300 217) <
Actionblast Pty Ltd
(ACN 058 473 331) <
Action Drill & Blast Pty Ltd
(ACN 144 682 413) <
Hughes Drilling 1 Pty Ltd
(ACN 011 007 702) <
NRW Pty Ltd
(ACN 067 272 119) <
The trustee for NRW Unit Trust
(ABN 69 828 799 317)
NRW Contracting Pty Ltd
(ACN 008 766 407) <
NRW Contracting (NO.2) Pty Ltd
(ACN 621 008 473) <
DIAB Engineering Pty Ltd
(ACN 611 036 689) <
NRW Intermediate Holdings Pty Ltd
(ACN 120 448 179) <
(ACN 114 493 579) <
NRW International Holdings Pty Ltd
(ACN 138 827 451) <
RCR Heat Treatment Pty Ltd
(ACN 631 155 032)
RCR Mining Technologies Pty Ltd
(ACN 107 724 274) <
NRW Mining Pty Ltd
(ACN 117 524 277) <
Golding Group Pty Ltd
(ACN 129 247 025) <
Golding Employee Equity Pty Ltd
(ACN 134 623 680) <
Golding Finance Pty Ltd
(ACN 128 839 056) <
Golding Contractors Pty Ltd
(ACN 009 734 794) <
Golding Civil Pty Ltd
(ACN 628 709 777)
Golding Mining Pty Ltd
(ACN 628 709 740)
Golding Services Pty Ltd
(ACN 628 709 768)
Golding Urban Pty Ltd
(ACN 628 709 759)
Golding PNG Limited
Civil, Mining & Urban
Australia
100%
100%
Mining
Australia
100%
100%
MET
Australia
100%
100%
Intermediary
Australia
100%
100%
Heat Treatment
Australia
100%
100%
MET
Australia
100%
100%
Investment Shell
Australia
100%
100%
Holding Company
Australia
100%
100%
Dormant
Australia
100%
100%
Holding Company
Australia
100%
100%
Civil, Mining & Urban
Australia
100%
100%
Civil
Australia
100%
100%
Mining
Australia
100%
100%
Civil, Mining & Urban
Australia
100%
100%
Urban
Australia
100%
100%
Mining
Papua New Guinea
100%
100%
NOTES TO THE FINANCIAL STATEMENTS
Information about the composition of the Group at the end of the reporting period is as follows:
Entity
Principal Activities
Country of
Incorporation
Ownership Interest
2022
2021
Holding Company
Australia
-
-
Mining Equipment
Solutions
Australia
100%
100%
Drill & Blast
Australia
100%
100%
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
SUBSIDIARIES CONTINUED
Entity
Principal Activities
NRW Guinea SARL
The Trustee for NRW Holdings Employee Share Trust
(ABN 85 324 493 658)
Primero Group Limited
(ACN 149 964 045)
PGX Ops Pty Ltd
(ACN 645 420 542)
Primero Group Americas Inc
Primero USA Inc
Dormant
Dormant
MET
MET
MET
MET
Country of
Incorporation
Ownership Interest
2022
2021
Guinea
100%
100%
Australia
100%
100%
Australia
100%
100%
Australia
100%
100%
Canada
USA
100%
100%
100%
100%
Drill & Blast
Australia
100%
100%
< Entered into ASIC Corporations instrument 98/1418 Deed of Cross Guarantee with NRW Holdings Limited.
Civil & Mining
Australia
100%
100%
All of the wholly owned subsidiaries and Parent entity, incorporated in Australia, form the Tax
Consolidation Group.
Civil & Mining
Australia
100%
100%
Deed of Cross Guarantees
Pursuant to ASIC Corporations (Amendment and Repeal) Instrument 2016/914, the wholly-owned
subsidiaries listed within this note as parties to the Deed of Cross Guarantee are relieved from the
Corporations Act 2001 requirements for preparation, audit and lodgement of Financial Reports and Directors’
Reports.
The consolidated statement of comprehensive income of the entities party to the Deed of Cross guarantees
is as follows:
Consolidated
Indigenous Mining & Exploration Company Pty Ltd
Investment Shell
Australia
100%
100%
Investment Shell
Australia
100%
100%
STATEMENT OF COMPREHENSIVE INCOME
Revenue
Other income
Materials and consumables used
Employee benefits expense
Subcontractor costs
Plant and equipment costs
Depreciation and amortisation expenses
Other expenses
Share of (loss) / profit in associate
Net finance costs
Profit before income tax
Income tax expense
Profit for the year
OTHER COMPREHENSIVE INCOME
2022
$’000
1,832,621
17,186
(490,009)
(622,274)
(317,407)
(164,038)
(112,578)
(21,678)
(482)
(11,801)
109,540
(30,957)
78,583
2021
$’000
2,071,537
14,300
(418,458)
(665,596)
(450,953)
(263,009)
(162,042)
(43,117)
1,435
(12,588)
71,509
(21,364)
50,145
Total comprehensive income for the year
78,583
50,145
74
75
75
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
SUBSIDIARIES CONTINUED
The consolidated statement of financial position of the entities party to the Deed of Cross guarantees is:
Consolidated
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Lease receivables
Inventories
Non-current assets held for sale
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Lease assets (right of use)
Investment in listed equities
Investments in subsidiaries and associates
Intangibles
Goodwill
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Financial debt
Lease debt
Provisions
Total current liabilities
Non-current liabilities
Financial debt
Lease debt
Provisions
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained earnings
Total equity
76
2022
$’000
180,249
341,562
180
64,590
-
16,195
602,776
379,563
37,873
9,049
103,892
17,990
85,036
633,403
2021
$’000
138,172
368,006
2,974
52,782
82,612
5,008
649,554
304,569
45,913
11,081
110,390
15,618
85,036
572,607
1,236,179
1,222,161
272,095
69,228
5,264
63,417
410,004
145,002
39,500
16,116
56,019
256,637
666,641
569,538
383,413
13,871
172,254
569,538
277,451
77,259
12,853
61,251
428,814
166,669
40,711
19,912
22,638
249,930
678,744
543,417
383,413
11,446
148,558
543,417
76
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
SUBSIDIARIES CONTINUED
Consolidated
Investments in subsidiaries and associates
ASSETS
Current assets
Cash and cash equivalents
Trade and other receivables
Lease receivables
Inventories
Non-current assets held for sale
Other current assets
Total current assets
Non-current assets
Property, plant and equipment
Lease assets (right of use)
Investment in listed equities
Intangibles
Goodwill
Total non-current assets
Total assets
LIABILITIES
Current liabilities
Trade and other payables
Financial debt
Lease debt
Provisions
Financial debt
Lease debt
Provisions
Total current liabilities
Non-current liabilities
Deferred tax liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Reserves
Retained earnings
Total equity
1,236,179
1,222,161
2022
$’000
180,249
341,562
180
64,590
-
16,195
602,776
379,563
37,873
9,049
103,892
17,990
85,036
633,403
272,095
69,228
5,264
63,417
410,004
145,002
39,500
16,116
56,019
256,637
666,641
569,538
383,413
13,871
172,254
569,538
2021
$’000
138,172
368,006
2,974
52,782
82,612
5,008
649,554
304,569
45,913
11,081
110,390
15,618
85,036
572,607
277,451
77,259
12,853
61,251
428,814
166,669
40,711
19,912
22,638
249,930
678,744
543,417
383,413
11,446
148,558
543,417
The consolidated statement of financial position of the entities party to the Deed of Cross guarantees is:
Changes in the Group’s Ownership Interests in Existing Subsidiaries
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
SUBSIDIARIES CONTINUED
Changes in the Group’s ownership interests in subsidiaries that do not result in the Group losing control over
the subsidiaries are accounted for as equity transactions. The carrying amounts of the Group’s interests and
the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries.
When the Group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated
as the difference between (i) the aggregate of the fair value of the consideration received and the fair value
of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities
of the subsidiary and any non-controlling interests. All amounts previously recognised in other
comprehensive income in relation to that subsidiary are accounted for as if the Group had directly disposed
of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another
category of equity as permitted by applicable AASBs). The fair value of any investment retained in the former
subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under AASB 139, when applicable, the cost on initial recognition of an investment in an associate
or a joint venture.
UNINCORPORATED JOINT OPERATIONS
The Group has significant balances in the following jointly controlled operations:
Name of Operation
Principal Activity
Country of
Operation
Group Interest
2022
2021
BGC Contracting Pty Ltd & Laing O’Rourke Australia
Construction Pty Ltd
NorthLink WA Roads
Australia
50%
50%
South-West Gateway Alliance
Intelligent Freeways Alliance
Bunbury Outer Ring Road
Australia
40%
40%
Smart Freeways
Australia
46.5%
-
A joint operation is a joint arrangement whereby the parties that have joint control of the arrangement have
rights to the assets, and obligations for the liabilities, relating to the arrangement. Joint control is the
contractually agreed sharing of control of an arrangement, which exists only when decisions about the
relevant activities require unanimous consent of the parties sharing control.
When a group entity undertakes its activities under joint operations, the Group as a joint operator recognises
in relation to its interest in a joint operation:
•
•
•
•
•
Its assets, including its share of any assets held jointly;
Its liabilities, including its share of any liabilities incurred jointly;
Its revenue from the sale of its share of the output arising from the joint operation;
Its share of the revenue from the sale of the output by the joint operation; and
Its expenses, including its share of any expenses incurred jointly.
The Group accounts for the assets, liabilities, revenues and expenses relating to its interest in a joint
operation in accordance with the AASBs applicable to the particular assets, liabilities, revenues and
expenses.
When a group entity transacts with a joint operation in which a group entity is a joint operator (such as a sale
or contribution of assets), the Group is considered to be conducting the transaction with the other parties to
the joint operation, and gains and losses resulting from the transactions are recognised in the Group’s
consolidated financial statements only to the extent of other parties’ interests in the joint operation.
When a group entity transacts with a joint operation in which a group entity is a joint operator (such as a
purchase of assets), the Group does not recognise its share of the gains and losses until it resells those
assets to a third party.
76
77
77
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
RELATED PARTIES
The ultimate parent entity within the Group is NRW Holdings Limited. The interests in subsidiaries are set
out in note 7.1.
Key Management Personnel Transactions
During the financial year, rental of commercial properties to the value of $444,948 (2021: $442,556) was
provided to the NRW Group on normal commercial terms and conditions from DJ & GA Payne
Superannuation Fund and Payne Property Unit Trust, both related parties of Mr G Payne (Executive General
Manager of DIAB Engineering Pty Ltd). This transaction dates back to when members of the Payne family
owned the DIAB Engineering business. The premises are the main DIAB Engineering workshops and
facilities in Geraldton which are key to operations of that business.
There are no other transactions and balances with key management personnel and their related parties.
PARENT ENTITY INFORMATION
As at, and throughout, the financial year ended 30 June 2022 the parent company of the Group was NRW
Holdings Limited.
The accounting policies of the parent entity, which have been applied in determining the financial information
shown below, are the same as those applied in the consolidated financial statements.
Financial Position
ASSETS
Current assets
Non-current assets
Total assets
LIABILITIES
Current liabilities
Non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Retained earnings
Share based payment reserve
Total equity
Financial Performance
Profit for the year
Total comprehensive income
78
2022
$’000
207,172
271,121
478,293
16,819
43,543
60,362
417,931
383,416
20,211
14,304
417,931
2022
$’000
43,615
43,615
Parent
Parent
2021
$’000
203,674
311,473
515,147
27,589
65,997
93,586
421,561
383,416
26,699
11,446
421,561
2021
$’000
51,586
51,586
78
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
RELATED PARTIES
out in note 7.1.
Key Management Personnel Transactions
During the financial year, rental of commercial properties to the value of $444,948 (2021: $442,556) was
provided to the NRW Group on normal commercial terms and conditions from DJ & GA Payne
Superannuation Fund and Payne Property Unit Trust, both related parties of Mr G Payne (Executive General
Manager of DIAB Engineering Pty Ltd). This transaction dates back to when members of the Payne family
owned the DIAB Engineering business. The premises are the main DIAB Engineering workshops and
facilities in Geraldton which are key to operations of that business.
There are no other transactions and balances with key management personnel and their related parties.
PARENT ENTITY INFORMATION
As at, and throughout, the financial year ended 30 June 2022 the parent company of the Group was NRW
The accounting policies of the parent entity, which have been applied in determining the financial information
shown below, are the same as those applied in the consolidated financial statements.
Holdings Limited.
Financial Position
ASSETS
Current assets
Non-current assets
Total assets
LIABILITIES
Current liabilities
Non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
Retained earnings
Share based payment reserve
Total equity
Financial Performance
Profit for the year
Total comprehensive income
2022
$’000
207,172
271,121
478,293
16,819
43,543
60,362
417,931
383,416
20,211
14,304
417,931
2022
$’000
43,615
43,615
Parent
Parent
2021
$’000
203,674
311,473
515,147
27,589
65,997
93,586
421,561
383,416
26,699
11,446
421,561
2021
$’000
51,586
51,586
The ultimate parent entity within the Group is NRW Holdings Limited. The interests in subsidiaries are set
Guarantees Entered into by the Parent in Relation to the Debts of its Subsidiaries
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
PARENT ENTITY INFORMATION CONTINUED
Asset finance
Total
BUSINESS COMBINATIONS
2022
$’000
178,454
178,454
Parent
2021
$’000
169,037
169,037
Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in
a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair
values of the assets transferred by the Company, liabilities incurred by the Company to the former owners
of the acquiree and the equity interests issued by the Company in exchange for control of the acquiree.
Acquisition-related costs are recognised in profit or loss as incurred.
At the acquisition date, the identifiable assets acquired, and the liabilities assumed are recognised at their
fair value, except that:
• Deferred tax assets or liabilities, and assets or liabilities related to employee benefit arrangements
are recognised and measured in accordance with AASB 112 Income Taxes and AASB 119
Employee Benefits respectively;
Liabilities or equity instruments related to share based payment arrangements of the acquiree or
share based payment arrangements of the Company entered into to replace share based payment
arrangements of the acquiree are measured in accordance with AASB 2 Share Based Payment at
the acquisition date; and
•
• Assets (or disposal groups) that are classified as held for sale in accordance with AASB 5 Noncurrent
Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the
acquiree (if any) over the net of the acquisition date amounts of the identifiable assets acquired and the
liabilities assumed. If, after reassessment, the net of the acquisition date amounts of the identifiable assets
acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-
controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree
(if any), the excess is recognised immediately in profit or loss as a gain on acquisition.
When the consideration transferred by the Company in a business combination includes assets or liabilities
resulting from a contingent consideration arrangement, the contingent consideration is measured at its
acquisition date fair value and included as part of the consideration transferred in a business combination.
Changes in the fair value of the contingent consideration that qualify as measurement period adjustments
are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional information obtained during the ‘measurement period’
(which cannot exceed one-year from the acquisition date) about facts and circumstances that existed at the
acquisition date.
The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify
as measurement period adjustments, depends on how the contingent consideration is classified. Contingent
consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent
settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability
is remeasured at subsequent reporting dates in accordance with AASB 139, or AASB 137 Provisions,
Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being
recognised in profit or loss.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which
the combination occurs, the Group reports provisional amounts for the items for which the accounting is
incomplete.
78
79
79
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
BUSINESS COMBINATIONS CONTINUED
Those provisional amounts are adjusted during the measurement period (see above), or additional assets
or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed
at the acquisition date that, if known, would have affected the amounts recognised at that date.
Primero Group Limited acquisition
Details of the provisional fair values of the net assets acquired and goodwill was set in the 2021 Annual
Report. The final fair values of the net assets acquired resulted in an additional $5.5 million of goodwill being
recognised from the disclosed provisional values. Final adjustments were made as a result of additional
information being obtained within the measurement period.
Final Fair Value of Assets Acquired and Liabilities Assumed at the Date of the Acquisition
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total current assets
NON-CURRENT ASSETS
Property, plant and equipment
Lease assets (right of use)
Investments in listed equities
Intangibles
Deferred tax asset
Total non-current assets
Total assets
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Financial debt
Lease debt
Provisions
Unearned revenue
Current tax liability
Total current liabilities
NON-CURRENT LIABILITIES
Financial debt
Lease debt
Provisions
Total non-current liabilities
Total liabilities
NET ASSETS ACQUIRED
80
2021
$’000
4,639
35,074
3,544
1,602
44,859
8,499
2,466
2,536
29,666
7,107
50,274
95,133
54,054
11,273
856
2,534
2,416
418
71,551
4,736
1,720
569
7,025
78,576
16,557
80
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
NOTES TO THE FINANCIAL STATEMENTS
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
CONTINUED
BUSINESS COMBINATIONS CONTINUED
Goodwill Arising on Acquisition
Consideration paid in cash
Consideration paid in equity
Total consideration
Less fair value of identifiable net assets acquired
Goodwill
AUDITORS REMUNERATION
AUDIT SERVICES
Auditors of the Company
Deloitte Touche Tohmatsu
OTHER SERVICES
Industry specific compliance audits
Assurance services related to business acquisitions
Non-audit services
Total
2021
$’000
49,435
50,553
99,988
(16,557)
83,431
Consolidated
2022
$
2021
$
599,000
548,000
44,500
-
13,419
656,919
26,500
22,000
-
596,500
EVENTS AFTER THE REPORTING PERIOD
The Directors have declared a fully franked dividend for the current financial year of 7.0 cents per share,
payable in October 2022.
Other than the events noted above, there has not arisen in the interval between the end of the financial year
and the date of this report any transaction or event of a material nature likely in the opinion of the Directors,
to affect significantly the operations of the consolidated entity, the results of those operations, or the state of
affairs of the consolidated entity in subsequent years.
NOTES TO THE FINANCIAL STATEMENTS
CONTINUED
BUSINESS COMBINATIONS CONTINUED
Those provisional amounts are adjusted during the measurement period (see above), or additional assets
or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed
at the acquisition date that, if known, would have affected the amounts recognised at that date.
Primero Group Limited acquisition
Details of the provisional fair values of the net assets acquired and goodwill was set in the 2021 Annual
Report. The final fair values of the net assets acquired resulted in an additional $5.5 million of goodwill being
recognised from the disclosed provisional values. Final adjustments were made as a result of additional
information being obtained within the measurement period.
Final Fair Value of Assets Acquired and Liabilities Assumed at the Date of the Acquisition
ASSETS
CURRENT ASSETS
Cash and cash equivalents
Trade and other receivables
Inventories
Other current assets
Total current assets
NON-CURRENT ASSETS
Property, plant and equipment
Lease assets (right of use)
Investments in listed equities
Intangibles
Deferred tax asset
Total non-current assets
Total assets
LIABILITIES
CURRENT LIABILITIES
Trade and other payables
Financial debt
Lease debt
Provisions
Unearned revenue
Current tax liability
Total current liabilities
NON-CURRENT LIABILITIES
Financial debt
Lease debt
Provisions
Total non-current liabilities
Total liabilities
NET ASSETS ACQUIRED
2021
$’000
4,639
35,074
3,544
1,602
44,859
8,499
2,466
2,536
29,666
7,107
50,274
95,133
54,054
11,273
856
2,534
2,416
418
71,551
4,736
1,720
569
7,025
78,576
16,557
80
81
81
NRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial StatementsNRW HOLDINGS ANNUAL REPORT 2022 | Notes to the Financial Statements
SHAREHOLDER INFORMATION
SHAREHOLDER INFORMATION
Shareholder Informati on
The shareholder information set out below was applicable as at 22 July 2022. NRW's contributed equity
comprises 441,206,221 fully paid ordinary shares.
Distribution of Shareholdings
Range
100,001 and over
10,001 to 100,000
5,001 to 10,000
1,001 to 5,000
1 to 1,000
Subtotal
Shares held in escrow
Unmarketable parcels
Fully Paid
Ordinary Shares
373,125,898
47,616,762
10,906,485
8,258,924
1,298,152
441,206,221
7,987,300
54,479
%
84.58
10.79
2.47
1.87
0.29
100.00
1.81
0.01
NRW’s 20 Largest Shareholders
No of Holders
208
1,739
1,441
2,988
2,762
9,138
5
654
%
2.28
19.03
15.77
32.69
30.23
100.00
0.05
7.16
Rank
Name
Shares
% Interest
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
CITICORP NOMINEES PTY LIMITED
J P MORGAN NOMINEES AUSTRALIA PTY LIMITED
NATIONAL NOMINEES LIMITED
BNP PARIBAS NOMS PTY LTD
MR DAVID RONALDSON
JULIAN ALEXANDER PEMBERTON
BNP PARIBAS NOMINEES PTY LTD
CITICORP NOMINEES PTY LIMITED
HSBC CUSTODY NOMINEES (AUSTRALIA) LIMITED
MR ANDREW JOHN WALSH
GABRIELLA NOMINEES PTY LTD
JEFFRESS NOMINEES PTY LTD
MS LESLEY ANN JEFFRESS
MR PETER HOWELLS
MR STEVEN SCHALIT & MS CANDICE SCHALIT
WESTOR ASSET MANAGEMENT PTY LTD
SCHALIT SUPER PTY LTD
MR STEVEN SCHALIT
SCHALIT SUPER PTY LTD
102,349,588
81,923,183
51,861,610
31,315,906
9,615,275
8,020,392
7,973,702
5,405,546
3,962,765
3,956,735
2,447,924
2,221,713
2,213,920
2,120,989
2,053,355
1,612,125
1,567,842
1,462,068
1,344,927
1,281,698
23.20
18.57
11.75
7.10
2.18
1.82
1.81
1.23
0.90
0.90
0.55
0.50
0.50
0.48
0.47
0.37
0.36
0.33
0.30
0.29
Substantial holders of 5% or more of fully paid ordinary shares
As at the date of this report, the names of the substantial holders in the Company who have notified the
Company in accordance with Section 671B of the Corporations Act 2001 are set out below:
Name
No. of shares
Ownership %
DIMENSIONAL FUND ADVISORS LP
22,893,882
5.02
Voting Rights
Every shareholder present in person or represented by a proxy or other representative, shall have one vote for
each share held by them.
82
NRW HOLDINGS ANNUAL REPORT 2022 | Shareholder Information
82
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
Independent Audi tor’s R eport
NRW HOLDINGS ANNUAL REPORT 2022 | Shareholder Information
NRW HOLDINGS ANNUAL REPORT 2022 | Independent Auditor’s Report
83
83
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
CONTINUED
84
NRW HOLDINGS ANNUAL REPORT 2022 | Independent Auditor’s Report
84
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
CONTINUED
NRW HOLDINGS ANNUAL REPORT 2022 | Independent Auditor’s Report
85
85
INDEPENDENT AUDITOR’S REPORT
INDEPENDENT AUDITOR’S REPORT
CONTINUED
86
NRW HOLDINGS ANNUAL REPORT 2022 | Independent Auditor’s Report
86
APPENDIX 4E
APPENDIX 4E
Appendix 4E
RESULTS FOR ANNOUNCEMENT TO THE MARKET
For the Year Ended 30 June 2022
Revenues from ordinary activities
Profit from ordinary activities after tax attributable to members
Total Comprehensive Income
INTERIM DIVIDEND
Date dividend is payable
% Change
up / (down)
Year Ended
30 June 2022
Year Ended
30 June 2021
7.0%
79.4%
79.4%
$’000
$’000
2,377,728
2,221,479
97,414
97,414
54,295
54,295
7 April 2022
8 April 2021
Record date to determine entitlements to dividend
22 March 2022
23 March 2021
Interim dividend payable per security (cents)
Franked amount of dividend per security (cents)
5.5
5.5
4.0
4.0
FINAL DIVIDEND
Date dividend is payable
12 October 2022
13 October 2021
Record date to determine entitlements to dividend
23 September 2022
24 September 2021
Final dividend payable per security (cents)
Franked amount of dividend per security (cents)
RATIOS AND OTHER MEASURES
7.0
7.0
5.0
5.0
Net tangible asset backing per ordinary security
$0.87
$0.75
Commentary on the Results for the Year
A commentary for the results for the year is contained in the statutory financial report dated 17 August 2022.
Status of Accounts
This statutory financial report is based on audited accounts.
NRW Holdings Limited - ACN 118 300 217
NRW HOLDINGS ANNUAL REPORT 2022 | Appendix 4E
87
87