NZME LIMITED ANNUAL REPORT
KEEPING
KIWIS
IN THE
KNOW
For the year ended 31 December 2022
2 NEW ZEALAND MEDIA AND ENTERTAINMENT
4 2022 Financial Results Summary
5 Divisional Snapshot
6 Chairman’s and Chief Executive
Officer’s Report
10 Financial Commentary
14 Our Sustainability Commitment
30 The Executive Team
34 Corporate Governance
44 Statutory Disclosures
48 Consolidated Financial Statements
109 Independent Auditor’s Report
28 The Board
S
T
N
E
T
N
O
116 DirectoryC
This annual report is dated 21 February 2023
and is signed on behalf of the Board of Directors by:
Barbara Chapman
Chairman
Carol Campbell
Director
ANNUAL REPORT 2022 3
4 NEW ZEALAND MEDIA AND ENTERTAINMENT
2022 FINANCIAL
RESULTS
SUMMARY
$364.6m
Operating Revenue1
$64.7m
Operating EBITDA1
2021 $342.2m
7%
2021 $62.4m
4%
$22.7m
Statutory NPAT
$23.3m
Operating NPAT1
2021 $34.4m
66%
2021 $21.1m
10%
12.1cps
Operating EPS1
6.0 cps
Final Dividend
2021 10.7cps
13%
Payable on 22 March 2023
$43.0m $17.5m
Distributions to shareholders
during the year
Net Debt
Increased by $31.0m
1 Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional
items to allow for a like for like comparison between 2021 and 2022 financial years. 2021 has been restated to exclude the
impact of GrabOne (sold October 2021). Please refer to pages 38-39 of the NZME 2022 Full Year Results Presentation for a
detailed reconciliation.
ANNUAL REPORT 2022 5
DIVISIONAL
SNAPSHOT
10
Audio brands
2.0 million
#1 Station
Weekly radio
total listeners1
and breakfast show on
Newstalk ZB1
1.2 million
37.7%
41.4%
digital audio listeners
are reached monthly2
NZME radio brand
audience market share1
NZME radio revenue
market share for 20223
32
2.2 million
209,000
Print publications across
New Zealand
NZ Herald weekly
brand audience4
Subscribers across
print and digital6
1.9 million
Average monthly
unique audience on
nzherald.co.nz5
56.0%
47.5%
NZME print audience
market share4
NZME print advertising
revenue market share for
20227
10
Real estate
publications
822,000
OneRoof
brand audience4
30%
Increase in total digital
revenue year-on-year6
564,000
Average Q4 monthly
audience on
oneroof.co.nz5
89%
Nationwide residential
for-sale real estate
listings8
40.9%
Listings upgrades
in Auckland6
O
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S
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1 GfK RAM, Commercial Radio, Total NZ 4/2022, M-S 12mn-12mn, M-F 6am-9am, Share %, Cume 000, AP10+ 2 Adswizz
monthly reach Jan-Dec 2022 (monthly average). 3 PwC Radio advertising market benchmark report, Q1 2022 – Q4 2022.
Note: report excludes independent broadcasters and contra revenue. 4 Nielsen CMI Q4 21 – Q3 22 Fused Nov 2022
AP15+ Note: NZME, Publishing and OneRoof audience includes weekly print and monthly digital. 5 Nielsen Online Ratings
as of Dec 2022 AP15+ (excludes APP) 6 NZME Analysis (listings upgrades Q4 2022). 7 PwC NPA quarterly performance
comparison report, Q1 2022 – Q4 2022. Note: report excludes any publishers that are not part of the NPA. 8 OneRoof’s
listings as a percentage of residential for-sale real estate listings on trademe.co.nz. Dec 2022 monthly average. Excluding
private listings. FY 2020 and 2021 figures as previously stated in 2021 FY results announced on 23 February 2022.
6 NEW ZEALAND MEDIA AND ENTERTAINMENT
CHAIRMAN AND
CEO REPORT
Kia Ora, we are delighted to deliver New Zealand Media and
Entertainment’s Annual Report for the year ended 31 December 2022.
We are proud to reflect on
a year where, despite many
challenges, NZME continued
our transformation and made
very good progress in the
second year of our three-year
strategy.
Like most companies across
New Zealand and globally, in 2022
NZME once again experienced
an extremely challenging
operating environment.
Business confidence fell to
historic lows in New Zealand,
with supply chain challenges,
labour shortages, higher
interest rates and inflationary
pressures all contributing
factors to this. Despite this,
NZME has made significant
progress and has delivered
strong earnings results.
Advertising revenue has grown,
which shows the strength and
trust in our various platforms.
Our digital transformation
efforts continue to come to
fruition, with record audiences
across radio and digital audio
platforms, as well as strong
growth in publishing and digital
platforms, including OneRoof.
NZME has demonstrated
flexibility and agility, adapting
through the challenging times
to remain largely on track to
achieve the 2023 targets that
were set under our three-year
strategy back in 2020.
NZME’s Key Strategic Priorities
To recap, our strategic priorities
are:
• To be New Zealand’s leading
audio company
• For the NZ Herald to become
New Zealand’s Herald
• And finally, for OneRoof
to become your complete
property destination.
Having a very clear and targeted
strategy has ensured a strong
focus on the initiatives that drive
growth and transformation,
ensuring the long-term success
of the business.
Financial Results Highlights
The 2022 operating EBITDA1 of
$64.7 million was four percent
higher than the comparative
result for last year. Statutory net
profit after tax was $22.7 million,
which was lower than last year’s
$34.4 million with last year’s
result including a gain on the
sale of GrabOne of $15.4 million.
These results translated to
operating earnings per share1 of
12.1 cents per share, 13% higher
than 2021.
The improved performance
was driven by a seven
percent increase in Operating
Revenue1 to $364.6 million
with advertising revenue four
percent higher than last year.
Total revenue increased across
all three strategic pillars: Audio,
Publishing and OneRoof, with
total digital revenue up 16%
on 2021. Our focus on the
digital transformation and
diversification of our platforms
is having a positive influence
on business performance and
digital revenues are becoming a
more significant part of NZME’s
total revenues. The share of
revenue has nearly doubled in
the last three years, with digital
revenues now representing 27%
of total advertising revenue.
NEW ZEALAND’S
LEADING AUDIO
COMPANY
Create New Zealand’s
best local audio
content
Grow broadcast and
digital reach
Grow market revenue
share and digital
revenue
NEW ZEALAND’S
HERALD
The #1 News brand for
all New Zealanders
Subscriber
first
Be a safe, scalable
destination for
advertisers
YOUR COMPLETE
PROPERTY
DESTINATION
Strengthen core
residential listings
business
Be indispensable
to agents
Expand the portfolio
Audio
NZME Radio audience
market share 5
NZME Radio revenue
market share 2
2022
2021
37.7% 37.4%
41.4% 40.9%
OneRoof
Digital property
audience reach 11
Print revenue
market share 10
2022
2021
47.4% 38.8%
51.7% 49.8%
3%
3%
Print
D i g i
R
t a l
e t a il s
s
a l e
KEY ACHIEVEMENTS
Audio
Radio market revenue share2
reached 41.4% - the highest it
has been since 2016, with radio
advertising revenue increasing
by 5% year on year. Audio’s
digital revenue overall also
grew to $6.8 million from
$4.5 million in FY21 with digital
audio becoming a strategic
focus of the business.
Digital audio platform
iHeartRadio performed strongly
once again, celebrating a
significant milestone of over
50 million podcast downloads3,
and now reaching more than
1.2 million Kiwis4.
As well as growing digital
radio, NZME has also expanded
its broadcast reach, with the
addition of Radio Wanaka to its
radio network.
NZME radio also celebrated
its highest ever audience this
year – more than two million
Kiwis across its broadcast radio
stations listen every week5.
ANNUAL REPORT 2022 7
Digital Radio
29%
Radio
Advertising
2%
6%
Other
4%
D igital S u b s
2022 TOTAL
OPERATING
REVENUE
$364.6M
16%
Digital
Advertising
NZME Print readership
market share 6
NZME Print revenue
market share 10
Publishing
2022
2021
56.3% 55.6%
47.5% 47.4%
4%
Print
Circulation
Print
Advertising
Publishing
OneRoof
Audio
Other
15%
18%
NZME is strategically focused on
expanding its podcast network,
recognising that podcasting
is one of the fastest growing
digital media platforms in the
world. We’re proud to offer the
country’s most diverse and
expansive range of world-class
global and local content across
our podcast network. We are
focused on growing our already
hugely diverse audience, with
more content to come in 2023.
Publishing
NZME is focused on providing
the news that our audience
of 3.6 million6 people can
trust, and recently launched a
distinctive new brand campaign,
highlighting our promise to
provide our audience with the
‘news worth knowing’.
Publishing is reaping the benefits
of the digital transformation
that is well progressed, and
remains the major contributor
to earnings, growing EBITDA1
year on year from $45.4 million
to $47.4 million (including
NZ IFRS 16).
Publishing subscriptions
increased to 209,0007,
including 113,000 digital only
subscriptions. Digital publishing
advertising revenue has also
increased by 6% year-on-year.
NZME formally acquired
BusinessDesk on 17 January 2022
– an esteemed business news,
opinion and analysis website.
BusinessDesk has provided us
with the opportunity to continue
to improve the overall insight
we provide to New Zealand
businesses and wider audiences,
and we have accelerated growth
in the platform over the year.
Further elevating its premium
digital offering, in November
2022 NZME launched
Viva Premium – an online
subscription for access to
Viva’s first-class fashion, food,
beauty, culture and design
content. Direct from Viva’s
trusted, award-winning team
of editors, journalists and
contributors, Viva Premium
is offered in addition to New
Zealand Herald’s premium
1 Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional items
to allow for a like for like comparison between 2021 and 2022 financial years.2021 has been restated to exclude the impact of
GrabOne (sold October 2021). Please refer to pages 38-39 of the investor presentation for a detailed reconciliation. 2 PwC Radio
advertising market benchmark report, rolling 12-month average to 31 Dec 2022. FY 2020 and 2021 figures as previously stated
in FY 2021 results announced on 23 February 2022. Note: report excludes independent broadcasters, contra revenue and digital
audio. 3 Triton NZ Podranker Jan – Dec 2022 – total downloads. 4 Adswizz monthly reach Jan-Dec 2022 (monthly average). 5 GfK
RAM, Commercial Radio, Total NZ S2, S4 2022, M-S 12mn-12mn, M-F 6am-9am, Share %, Cume 000, AP10+ 6 Source: Nielsen
CMI Q4 21 – Q3 22 November 22 Fused AP15+. Monthly coverage for Daily & Community titles, Weekly coverage for Newspaper
Inserted Magazines, Monthly UA for Digital, Weekly Reach for Radio (GfK RAM S3 22). Note: Fused data has potential for
duplication. 7 Includes the impact of the BusinessDesk acquisition. RAM, Commercial Radio, Total NZ 4/2022, M-S 12mn-12mn,
M-F 6am-9am, Share %, Cume 000, AP10+. 8 OneRoof’s listings as a percentage of residential for-sale real estate listings on
trademe.co.nz. Dec 2022 monthly average. Excluding private listings. FY 2020 and 2021 figures as previously stated in 2021 FY
results announced on 23 February 2022. 9 Nielsen Online Ratings monthly average Q4 2022 AP15+ (excludes APP). 10 PwC NPA
quarterly performance comparison report, 12 months to Dec 2022 compared to 2021, rolling 4-quarter average for market share.
Print Includes Publishing and OneRoof print advertising revenue. OneRoof is Property only. 11 Nielsen CMI Fused Q4 21 – Q3 22,
Nov 2022 People 15+. Compared to Q4 20 – Q3 21. OneRoof reach of property visitors (property visitors=unduplicated audience
of oneroof.co.nz, trademe.co.nz/property, homes.co.nz & realestate.co.nz).
8 NEW ZEALAND MEDIA AND ENTERTAINMENT
content. It sees NZME evolving
its digital subscription offering
to appeal to a wider audience,
as well as offering advertisers
a new, unique opportunity
and pleasingly, three months
in, the platform is meeting its
commercial targets.
The NZ Herald also celebrated
its highest weekly brand
audience in its 158-year history
– over 2.2 million6, or nearly half
New Zealand’s population.
This year the NZME Board
strongly supported the focus
on quality and trust in our
newsroom, with codes and
principles that have been
captured in NZME’s new editorial
Code of Conduct and Ethics.
OneRoof
OneRoof digital listings
upgrades nationwide increased
significantly, delivering a 53%
increase in listings revenue
year-on-year, despite a cooling
housing market. The platform
also celebrated a 30% increase
in digital revenue compared
to 2021, up from $8.1 million to
$10.5 million.
OneRoof has 89% of residential
for sale listings nationwide8
and has grown its audience to
564,000 – up from 497,000 the
year prior9. OneRoof continues
to close the gap with its closest
competitor, Trade Me, moving
OneRoof further towards its
strategic target to be New
Zealand’s complete property
destination.
NZME is committed to
continuing growth in OneRoof
listing conversion both in
Auckland and the rest of New
Zealand, further building value-
based relationships with agents
regionally and nationwide to
help their clients with selling
their homes.
Net Debt Reduction
1.8
1.5
120
100
80
60
40
20
0
)
m
$
(
t
b
e
D
t
e
N
Net Debt / (Cash) (LHS)
2.1
0.6
0.4
-
1.6
1.1
0.6
0.1
o
i
t
a
R
e
g
a
r
e
v
e
L
-20
2018
2019
2020
2021
2022
-0.4
I
)
A
D
T
B
E
g
n
i
t
a
r
e
p
O
h
t
n
o
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2
1
/
t
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N
(
Greg Hornblow was appointed
as acting Chief of OneRoof,
with Paul Maher departing the
company. Greg will act in the
role while NZME recruits for a
fulltime replacement for the role.
Capital Management
NZME remains committed to
delivering value for shareholders.
Having repaid debt in prior years
the company commenced a
$30 million capital return
programme at the start of 2022.
During the year the company
purchased 14.7 million shares,
representing around 7.4% of the
shares on issue at the start of the
year. The total of distributions
to shareholders was $43 million
during the year comprising:
• 2021 final dividend of
5 cents per share, totalling
$9.9 million;
•
Interim dividend of
3 cents per share, totalling
$5.8 million;
• Special dividend of 5 cents
per share, totalling
$9.7 million; and
• Share buy-back totalling
$17.6 million.
Net Debt increased $31.0 million
during the year from a net cash
position at the end of 2021 to a
net debt position of $17.5 million.
This represents a leverage ratio
of 0.4 times EBITDA (pre IFRS 16)
and remains below the bottom
of the company’s target leverage
range of 0.5 to 1.0 times.
Based on the business outlook,
capital requirements and
continued strong cash flows
the Board has declared a fully
imputed final dividend of 6.0
cents per share bringing the
total normal dividends declared
in relation to the 2022 year to
9.0 cents per share.
Outlook
It has been a soft start to 2023,
especially given the subdued
real estate market. However,
March 2023 is tracking to deliver
growth over 2022.
Cost pressures remain across
the business and we continue
to be focused on substantially
mitigating these through
disciplined cost controls.
There is uncertainty across the
economy and the market and
we will update you further at the
Annual Shareholders Meeting on
26 April 2023.
We are pleased to have made
significant distributions to
shareholders over the past year.
ANNUAL REPORT 2022 9
The Board has a desire to
operate at the lower end of
the target leverage ratio in the
current environment but will
continue to return excess capital
to shareholders, subject to the
operating environment and
investment opportunities.
Conclusion
We’re excited to be introducing
new innovative products to
market in 2023 and beyond that
will continue to engage audiences
and support advertisers. These
include live shopping, digital
advertising as a service, text to
speech technology, expanded
podcast content, a new
automobile vertical proposition
for DRIVEN and an upcoming
digital subscription vertical.
Although 2022 has been a
challenging year, the dedication
and adaptability of our team at
NZME has meant we have been
able to achieve very good results
once again this year. A big thank
you to our people at NZME, our
customers, support partners and
our shareholders.
A huge thanks also to our
audience of 3.6 million people6.
Thank you for engaging with
NZME – whether that be
through one of our many radio
stations, via our digital audio
platform iHeartRadio, one of
our newspapers, online, or via
our OneRoof property platform.
Your support of NZME is very
much appreciated and we look
forward to continuing to deliver
exceptional experiences for our
audiences well into the future.
Finally, a big thank you to the
NZME Board and the Executive
team for their support and
guidance through what has
been another challenging year.
Thank you for your hard work,
commitment and passion to
drive success at NZME, in turn
providing an excellent future for
the company and shareholders.
Barbara Chapman
Chairman
Michael Boggs
Chief Executive Officer
10 NEW ZEALAND MEDIA AND ENTERTAINMENT
FINANCIAL
COMMENTARY
Financial Results
Statutory NPAT for 2022 was
$22.7million, which was lower
than last year’s $34.4 million
in 2021 which included a
$15.4 million gain on sale of
GrabOne.
Operating EBITDA1 was
$64.7 million in 2022 which
was 4% higher than last
year (excluding GrabOne).
Operating Revenue1 was
$364.6 million in 2022, up 7%
compared the 2021 operating
revenue excluding GrabOne of
$342.2 million.
Operating Expenses were
$299.9 million, an increase
of 7% due to:
- People and Contributors
costs were 9% higher than
2021 due to people costs
associated with the addition
of BusinessDesk, additional
resources to deliver the
government grant projects
and a one-off $1,000
discretionary bonus paid
to each eligible employee
make up around half the
increase. The remaining
increase relates to additional
resources to deliver growth,
and rate increases.
- Print and Distribution costs
were similar year-on-year
with increased paper and
distribution costs offset by
lower volumes.
- Content costs were higher
due to increased activity
in the re-selling of digital
services and increased
licence costs.
- Other expenses grew 14%
reflecting the impact of
the BusinessDesk / Radio
Wanaka acquisitions, higher
radio broadcast costs and
the return to more normal
levels of acitivity.
NZME’s Operating NPAT1 for
2022 was $23.3 million, up 10%
year-on-year resulting in an
operating earnings per share
of 12.1 cents compared to
10.7 cents in 2021.
Balance Sheet and Cash Flow
Net debt increased by
$31.0 million to $17.5 million as
at 31 December 2022 primarily
due to the capital return
programme completed in 2022.
At the end of 2021 the company
had a net cash position of
$13.5 million.
The Capital return programme
resulted in $27.3 million
returned to shareholders and
included $17.6m repurchase of
shares and a special dividend
paid of $9.7 million. In addition,
normal dividends of
$15.7 million were paid bringing
the total of distributions to
shareholders to $43 million.
Working capital excluding cash
increased by $11.6 million as a
result of:
-
-
-
the increased value of paper
stocks held due to a decision
to hold higher volumes
combined with increased
paper cost.
lower tax payable due to the
additional supplementary
dividends, which are treated
as tax credits were paid
during the year.
the increase in receivables
is expected to be temporary
due to one-off timing of
certain receipts due.
Cash flow from operations
for the year was $37.5 million,
which is lower than 2021 due to
the decrease in working capital
and higher amount of tax paid
during the year.
Capital expenditure of
$10.7 million was higher than
the prior year which was
reduced due to covid.
Plant property & equipment,
intangibles and other non-
current assets decreased due to
depreciation and amortisation
exceeding capital expenditure.
Right of Use assets reduced in
line with the reduction in lease
liabilities as the term reduces.
1 Operating results presented are non-GAAP measures that include the impact of NZ IFRS 16, however, exclude exceptional
items to allow for a like for like comparison between 2021 and 2022 financial years. 2021 has been restated to exclude
the impact of GrabOne (sold October 2021). Please refer to pages 38-39 of the investor presentation for a detailed
reconciliation.
The audio division includes NZME’s many
radio brands, as well as digital audio
platform iHeartRadio.
Total audio revenue was $113.9 million in
2022, up 7% year-on-year. NZME’s digital
audio platform, iHeartRadio, continued
to grow with digital revenue 54% higher
than in 2021.
NZME’s share of total audience grew
to 37.7%, up 0.3 percentage points
compared to 2021. For the first time in
NZME history, its radio stations reached
more than 2 million people, with
Newstalk ZB remaining New Zealand’s
number one commercial radio station1
– a position it has held for 15 years. In
addition, the radio revenue market share
was 41.4% which was 0.5 percentage
points above 20212.
NZME continue to grow its 10+ audience
market share to deliver revenue
ambitions, leveraging off NZME’s
platform of 3.6 million3 New Zealanders
to help grow audio audience.
NZME continues to dominate the
commercial podcast network in New
Zealand, reaching over 50 million
podcast downloads and growing4.
Since September 2021, when the Triton
Podcast Ranker was first introduced in
New Zealand, NZME’s network has taken
out the Top Network spot, regularly
seeing more than 4 million monthly
podcast downloads across its network4.
NZME will continue to enhance its
commercial offering in 2023 with a
range of new podcasts and content via
iHeartRadio and across other podcast
networks, with sales representation
agreements including the addition of
the Stitcher Podcast network to support
revenue growth.
NZME also celebrated one of its biggest
wins at the NZ Radio Awards 2022,
taking out six of the seven awards in
the premier category and winning the
majority of the overall awards’ pool.
Newstalk ZB was once again a standout
performer, taking out eleven awards in
total, including four premier awards.
ANNUAL REPORT 2022 11
Digital Audio Revenue6
)
m
$
(
e
u
n
e
v
e
R
7.0
6.0
5.0
4.0
3.0
2.0
1.0
-
2019
2020
2021
2022
Digital Audio Total Listening Hours5
)
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(
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1.0
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1 GfK RAM, Commercial Radio, Total NZ S2, S4 2022, M-S 12mn-12mn, M-F 6am-9am, Share %, Cume 000, AP10+.
2 PwC Radio advertising market benchmark report, rolling 12-month average to 31 Dec 2022. FY 2020 and 2021
figures as previously stated in FY 2021 results announced on 23 February 2022. Note: report excludes independent
broadcasters, contra revenue and digital audio. 3 Source: Nielsen CMI Q4 21 – Q3 22 November 22 Fused AP15+.
Monthly coverage for Daily & Community titles, Weekly coverage for Newspaper Inserted Magazines, Monthly UA
for Digital, Weekly Reach for Radio (GfK RAM S3 22). Note: Fused data has potential for duplication. 4 Triton NZ
Podranker Jan – Dec 2022 – total downloads. 5 Adswizz and StreamGuys, TLH, monthly average for the quarter.
6 NZME Analysis.
12 NEW ZEALAND MEDIA AND ENTERTAINMENT
G
N
I
H
S
I
L
B
U
P
NZME Publishing includes
all NZME’s print publications
nationwide, as well as digital
news and journalism products.
Total publishing revenue was
$225.4 million in 2022, up 6%
compared to 2021.
Total reader revenue increased by
2% to $83.7 million, with strong
digital subscription revenue
growth of 39% to $16.1 million,
which more than offset the
decline in print reader revenue.
Total subscribers across print
and digital grew to 209,0001,
including 113,000 digital only
subscriptions.
Total advertising revenue grew
2%, with digital advertising
revenue making up nearly half
of the Publishing division’s
advertising revenue for 2022 and
growing 6% compared to 2021.
NZME formally acquired esteemed
business news, opinion and
analysis website BusinessDesk
on 17 January 2022, and with the
introduction of BusinessDesk
and Herald Premium bundles,
drove strong growth in corporate
subscriptions.
)
m
$
(
e
u
n
e
v
e
R
80.0
70.0
60.0
50.0
40.0
30.0
20.0
10.0
0
Digital Publishing Revenue2
2019
2020
2021
2022
Subscriptions Mix2
Digital Entitled
Print Only
Paid Digital
s
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e
b
i
r
c
s
b
u
S
f
o
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e
b
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u
N
250,000
200,000
150,000
100,000
50,000
0
2020
2021
2022
1 Includes the impact of the BusinessDesk acquisition 2NZME Analysis.
ANNUAL REPORT 2022 13
Digital OneRoof Revenue2
12.0
10.0
)
m
$
(
e
u
n
e
v
e
R
8.0
6.0
4.0
2.0
-
2019
2020
2021
2022
700,000
OneRoof Monthly Audience1
600,000
500,000
400,000
300,000
200,000
100,000
0
0
2
n
a
J
0
2
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2
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The OneRoof division includes the
OneRoof property platform and
all NZME’s real estate publications
including OneRoof Property
Report and OneRoof regional
editions.
Total OneRoof revenue increased
7% to $22.9 million, with 30%
growth in digital revenue to
$10.5 million, despite a cooling
housing market. Digital growth
continues to out-pace print
resulting in a stronger digital
revenue mix.
A full customer experience
analysis was undertaken in 2022,
with an action plan developed to
increase audience engagement.
A new OneRoof brand campaign
was delivered to increase
unprompted brand awareness and
preference, with digital marketing
strategies also implemented to
build on total platform sessions.
Localised strategies were also
deployed across the country to
encourage real estate agents to
include all listings with OneRoof.
OneRoof’s monthly audience
continues to grow and finished
the year with significantly reduced
audience gap to the number one
New Zealand real estate platform.
OneRoof listing upgrade products
are a key revenue driver with the
conversion rate of base listings to
upgraded product a key strategic
metric. The conversion rates
for the last quarter of 2022 were
40.9% for Auckland and 14.9% for
other regions residential listings
which was up from 27.5% and 7%
respectively in 2021.
i
e
c
n
e
d
u
A
e
u
q
n
U
i
1 Nielsen Online Ratings monthly average Jan 20 - Dec 2022 AP15+ (excludes APP). 2 NZME Analysis
14 NEW ZEALAND MEDIA AND ENTERTAINMENT
OUR SUSTAINABILITY
COMMITMENT
We are committed to protecting the craft of journalism and
broadcasting to keep Kiwis in the know.
New Zealanders look to our
platforms for quality news
they can trust. We take our
responsibility seriously to ensure
our journalism is fair, accurate
and balanced, and to ensure our
communities are connected, and
our people are healthy and safe.
We have supported our people
with an increased focus on
wellbeing and engagement at
NZME, including through regular
communication, the availability
of our employee assistance
programme, Benestar, and
ensuring that our leaders are
equipped to support flexible and
hybrid working models for team
members as well as the general
wellbeing of our team members.
NZME’s has a Diversity and
Inclusion Committee that is
charged with ensuring that NZME
maintains its focus on initiatives
to support diversity and inclusion
at NZME. During the year these
initiatives included a Menstruation
& Menopause Policy to support
team members in the workplace,
including the provision of free
sanitary items, and a Gender
Identity and Transitioning Policy
to support team members
bringing their gender identity
to work and also provision of
education and information to all
about gender identity.
In 2022, NZME launched a new
employer brand promise, ‘This
Could Lead Anywhere’ with a
focus on the endless possibilities
available to employees of NZME.
We aim to attract and retain talent,
highlighting the career pathways
available to people at NZME,
supported by the 2023 launch
of ‘Develop Me’, a leadership
development programme to
accelerate leadership capabilities
across the business.
NZME supports the increasing
ESG (environmental, social and
governance) regulation and is
committed to ensuring we have
a sustainable business
that supports the wellbeing
of our community, people
and environment.
NZME has developed and issued
a Modern Slavery Statement
and is taking several steps
to prepare for New Zealand’s
modern slavery legislation. We
are identifying key overseas
suppliers to assess where there
is any risk of exposure to modern
slavery practices within our
supply chain, as well as reviewing
our contractual terms to further
reduce risk of these practices.
We have also filed two modern
slavery statements in Australia -
this is discussed on page 37.
The following tables outline
the progress made to date
across the three key pillars:
communities, people and
environment. NZME is
developing a roadmap for its
sustainability commitment up
to 2030 and will report on this
in our 2023 Annual Report,
which will include for the first
time the required climate-
related disclosures.
Case Study: ‘This Could Lead Anywhere’ was
launched to ensure NZME attracts, retains and
develops the very best talent in New Zealand,
supported by the DevelopMe leadership
programme launching in 2023.
ANNUAL REPORT 2022 15
Case Study: The Big Boost was an extension of the
highly successful The 90% Project - a 2021 campaign
that aimed to get 90 percent of New Zealanders
vaccinated against COVID-19 by Christmas 2021. The
Big Boost was supported by the Ministry of Health,
leading to The Big Boost week, during which more
than 300,000 New Zealanders received their third
dose of the COVID-19 vaccine (otherwise known as
a booster). We used our platforms to share health
updates, raise awareness and prepare Kiwis for the
waves of COVID-19 that would come.
We are committed to protecting the craft of journalism and
broadcasting to keep Kiwis in the know.
OUR COMMUNITIES
OUR PEOPLE
OUR ENVIRONMENT
We connect and empower
our communities.
We provide a workplace
that fosters innovation,
engagement and inclusion.
We take our responsibility
to the environment
seriously.
Responsible
reporting
Promoting a
healthy, diverse
and safe workplace
Recycling
Connecting
communities
Championing
the craft
Best
practice
Sharing our
platforms
Equipping our
people
Responsibility
NZME’s sustainability programme is aligned to the guidelines set out in the UN Sustainable Development Goals
– an international blueprint to achieve a better and more sustainable future for everyone.
16 NEW ZEALAND MEDIA AND ENTERTAINMENT
Pictured: On-air hosts Brad
Watson and Laura McGoldrick,
The Hits Drive show.
OUR COMMUNITIES
We connect and empower our communities.
Through our digital platforms,
radio networks, extensive range
of publications and our growing
suite of podcasts, NZME was
proud to provide quality, trusted,
diverse and balanced journalism
and entertainment.
NZME is deeply involved in
our communities and as one
of Aotearoa New Zealand’s
largest media companies we
facilitate conversations about
the topics that matter to Kiwis,
and we continue to partner
with charitable organisations
throughout the year (see page 17).
In 2022, NZME launched a major
wellbeing and mental health
campaign 'Great Minds' – the
search for happiness, alongside
the NZ Herald’s 'In Her Head'
series, campaigning for better
women’s health services.
NZME has joined the Shielded
Site Project, to provide a safe way
for victims of domestic violence
in our communities to find help.
Every NZ Herald digital page has
a Shielded Site icon, which leads
to a domestic violence support
portal, without it showing up in
browser history.
Together with World Vision, the
NZ Herald highlighted the plight
of millions of refugees from the
war in Ukraine, with numerous
personal stories shared across
our platforms. More than
$1.9 million was raised for World
Vision, to support children and
families who had been forced to
flee Ukraine.
We use our wide reach across
Aotearoa to provide a range of
opinions and ensure diversity
of voice. The Herald on Sunday
relaunch introduced an even
more diverse group of columnists,
including Pasifika law student
Shaneel Lal, who was instrumental
in getting conversion therapy
banned in New Zealand, and Alice
Soper, a staunch advocate for
women’s rugby.
Case Study: Launched in 2022,
Talanoa, Voices of the Pacific, is NZ
Herald’s home of Pasifika news and
storytelling led by Vaimoana Mase,
Pasifika Editor.
INITIATIVE
PROGRESS
ANNUAL REPORT 2022 17
RESPONSIBLE REPORTING
AND BROADCASTING
Through best practice
broadcasting and journalism,
we will provide a diverse and
balanced reporting platform,
promoting the law and holding
the powerful to account.
CONNECTING
COMMUNITIES
We are deeply involved in our
communities and as one of
New Zealand’s largest media
platforms we will facilitate
conversations about the topics
that matter to Kiwis.
SHARING OUR PLATFORMS
We will use our wide reach
across New Zealand to provide
a range of opinion and ensure
a diversity of voices.
Where justified in the interests of freedom of expression, open justice
and holding the powerful to account, NZME invests in legal challenges
to suppression, take down orders, access to court files and other
media law challenges. In 2022 NZME participated in more than 30 legal
challenges, some of which involved continued investment in opposing
or appealing to the High Court, Court of Appeal and the Supreme
Court. In 2022 NZME continued with the Open Justice Project, which
provides NZME with additional funding for court reporting through
Public Interest Journalism funding.
NZME strives to adhere to our Editorial Code of Conduct & Ethics
and the principles and standards of the NZ Media Council and the
Broadcasting Standards Authority (BSA).
Regulator
Number of Upholds
BSA
2021
Nil
Media Council
One uphold and
One partial uphold
2022
One uphold
Three upheld
We have maintained our commitment to our communities through
the presence of local journalists and broadcasters. We employ 596
journalists and broadcasters nationwide, up from 550 in 2021.
We increased diversity of content and contributors across our platforms.
Initiatives in 2022 included:
•
•
The launch of Talanoa, Voices of the Pacific, NZ Herald’s home of
Pasifika news and storytelling
The NZ Herald joined with broadcasters Moana Maniapoto and
Toby Mills of Tawera Productions, Tapu Misa of E-Tangata and NZ
On Air to present Moana Jackson: Portrait of a Quiet Revolutionary,
a 50-minute documentary which provided an insight into one of
modern Maoridom's greatest thinkers in the final months of his life
• Matariki (marking the beginning of the new year in the Māori
lunar calendar) was celebrated by our Te Rito cadets, producing
a collection of stories on Kāhu including a special animation
to educate people about the significance of Matariki and the
explanation of the stars, working with Stacey and Scotty Morrison
•
Te Wiki o te Reo Māori (Māori language week) events, including Te
Reo Māori news bulletins and news content, podcasts and video
content across our online platforms
• NZME continued its media partnership with Auckland Unlimited
across major summer cultural festivals including Diwali and Pasifika
We continue to participate in and support Local Democracy Reporters
(NZ On Air funded journalists), hosting two (of 14) democracy reporters
in our newsrooms in 2022.
We have utilised our platforms to fight for New Zealanders including
the disadvantaged, facilitating conversations that matter and holding
the powerful to account. Refer to examples case studies on page 18.
We will use our wide reach across New Zealand to provide a range of
opinion and ensure a diversity of voices.
In 2022 we have championed and supported charitable causes,
providing support to:
Breast Cancer Foundation, Cure Kids, Cystic Fibrosis NZ, Graeme Dingle
Foundation, Leukemia & Blood Cancer New Zealand, Men’s Health
Week, Sir John Kirwan Foundation, The Funding Network New Zealand,
Women’s Refuge World Vision, Women’s Refuge (Shielded Initiative).
18 NEW ZEALAND MEDIA AND ENTERTAINMENT
Case Study: In 2022, NZME launched a new
sustainable fashion-forward partnership with New
Zealand clothing design powerhouse RUBY through
Liam patterns. NZME and RUBY created a circular
solution, turning wastepaper from the end of
newspaper print rolls from NZME’s Ellerslie printing
press into printed clothing patterns under RUBY’s Liam
Patterns brand.
Case Study:
In Her Head was a NZ Herald campaign for better
women's health services. Health reporter Emma
Russell investigated what's wrong with our system
and talked with wāhine who have been made to feel
their serious illness is a figment of their imagination
or "just part of being a woman".
ANNUAL REPORT 2022 19
Case Study: Matariki was celebrated by our Te Rito
cadets who produced a collection of stories to
educate people about the significance of Matariki,
and the explanation of the stars.
Case Study:
The Alternative
Commentary Collective
(The ACC) partnered
with The Movember
Foundation NZ
launching The ACC
Golf Open along with
The Movember Sports
Club, which has now
expanded into six
events held around
New Zealand.
Case Study:
NZME partnered with Philips Search
& Rescue Trust which saw the
Trust supported by NZME’s media
platforms to raise much needed
funds to operate its helicopters.
20 NEW ZEALAND MEDIA AND ENTERTAINMENT
OUR PEOPLE
We provide a workplace that fosters innovation,
engagement and inclusion.
NZME strives to maintain its
position as an employer of
choice in the media industry.
In 2022 we finished the year
with an Employee Net Promoter
Score that was within the top
25 percent, and approaching
the top 10%, of consumer media
businesses globally.
NZME has launched a
development programme for our
leaders. The new programme,
'Develop Me', will be rolled out in
2023 and aims to create vibrant
and exceptional leadership
across NZME.
NZME continues to uphold
a high performing health
and safety culture, regularly
reporting on our performance
(refer to page 42). In 2022
the protection of our team
from the risks of COVID-19
was again a priority focus,
continuing to support flexible
ways of working that ensured
business continuity. NZME is
cognisant of the high-profile
nature of our leading media
brands and the need to protect
the health and safety of our
people in the public eye (seen
as representatives of these
brands). There is a focus on
supporting our people and
putting in place safety and
security measures whether they
are out in the field, in the office
or interacting online.
Initiatives to support and
promote mental health and
wellbeing included resiliency
workshops, as well as continued
support through Benestar
- our Employee Assistance
Programme. NZME introduced a
Gender Identity and Transition
Policy, and a Menstruation
and Menopause Policy, which
provides access to free sanitary
items for our people.
In 2022, NZME’s focus on
improving diversity across the
business continued, with 21
Te Rito journalism cadets.
Te Rito is an industry
collaboration to train and
develop new journalism cadets,
including those from Māori,
Pasifika, LGBTQ and other
communities traditionally
under-represented in media. At
completion of the programme,
eight of the graduates are set to
move into a mix of permanent
and fixed-term roles with NZME,
with others being offered
roles with our media partner
organisations. NZME looks
forward to continuing this cadet
programme for a second round
in 2023, offering 12 cadetships.
Pictured: NZME celebrates Chinese New Year
at Graham Street offices, Auckland.
AGE GROUP
CONTRACT TYPE
ANNUAL REPORT 2022 21
65+
5%
<24
9%
55-64
16%
25-34
25%
45-54
22%
PART TIME
10%
CASUAL
13%
CONTRACTOR
5%
35-44
24%
FULL TIME
72%
GENDER / LEVEL
43%
49%
57%
51%
70%
30%
F M
40%
60%
ALL PEOPLE
PEOPLE
LEADERS
EXECUTIVE
BOARD
300
LENGTH OF SERVICE
250
200
150
100
50
0
< 1 Y
1 -2 Y
3 - 5 Y
6 - 10 Y 11 - 20 Y 21 - 30 Y
31 Y +
ETHNICITY
0%
20%
40%
60%
80%
100%
European
Māori
Indian
Chinese
Other Asian
Middle Eastern
Pacific Peoples
Other Ethnicity
Undeclared
22 NEW ZEALAND MEDIA AND ENTERTAINMENT
OUR PEOPLE
INITIATIVE
PROGRESS
PROMOTING A HEALTHY,
DIVERSE AND SAFE
WORKPLACE
We will embed a high
performing health and safety
culture and will regularly
report on our performance. We
will strive for a collaborative
and welcoming place to work
that celebrates diversity. We
will adopt and strengthen
policies for the promotion of
gender equality.
We have been highly focused on safety engagement in 2022 and
have seen an increase in the number of employees proactively
reporting incidents. Please refer to page 42 for further detail. We
have been focused on engaging our leadership team in health,
safety and wellbeing and stepping in and taking preventative
actions as soon as an issue is identified.
The Diversity and Inclusion Committee hosted a calendar of events
including:
• Chinese New Year and the Chinese Moon Festival with a cultural
performance and traditional Chinese lunch
•
•
Unconscious Bias training through our partnership with
Diversity Works NZ
Pink Shirt Day participation advocating for a culture free from
bullying, harassment, and discrimination
• Hosting a panel session for International Women’s Day with
a group of NZME leaders discussing gender bias and how to
foster allyship in the workplace
•
Te Wiki o te Reo Māori (Māori language week) events, including
Te Reo Māori zoom sessions to inspire and teach everyday Te
Reo Māori
•
Diwali – Festival of Light with Professor Paul Spoonley
• Wellbeing Week – with support from Benestar and a focus on
mental health, women’s and men’s health.
NZME has maintained the Rainbow Tick certification mark (awarded
to organisations that demonstrate diversity and inclusion, measured
through a thorough assessment process).
NZME supports initiatives that reduce the gender pay gap and
eliminate gender inequities across the business as demonstrated
through the roll out of “Understanding Unconscious Bias” training for
leaders, and the introduction of the Menstruation and Menopause
Policy and the Gender Identity and Transition Policy. NZME continues
to closely monitor relevant data points across the business to hold
leaders accountable and ensure continued progress with diversity,
inclusion and reducing inequities.
ANNUAL REPORT 2022 23
INITIATIVE
PROGRESS
We are striving for diversity at Board, Executive and People Leader
levels:
In 2022, for gender, we have at Board level F60%:M40%, at
Executive level F30%:M70% and for our People Leaders F49%:M51%
For ethnicity, we have at Board level all members identifying as
European and at Executive level 10% identifying as Chinese and
90% as European and for our People Leaders we have 84.9%
European, 7.6% (2021: 6.8%) Maori, 3.1% Indian, 2.2% Chinese and
2.2% Other Ethnicity.
A mandate remains that at least 20% of all interns be non-European
and this has been supported by our Te Rito cadet programme and
our partnership with Tupu Toa. Our recruitment processes have
been refreshed to support diverse recruitment.
NZME supports flexible working for diverse needs and/or shared
responsibility in the household. Policies and initiatives in 2022 to
support this included work to refresh our processes and policies
and better support leaders to manage hybrid and flexible working
arrangements.
NZME was voted Top Graduate Employer in the media and
communications category in the Top 100 Graduate Employers in
GradNewZealand’s 2022 Student Survey. 26 interns and cadets
(2021: 19) were part of our team at NZME in 2022.
We highlighted our broadcast and journalistic talent through online
profiles and supporting our journalists on television panels such as
Q&A and The Nation.
A total of 247 hours (2021: 115 hours) of media law and regulation
training was undertaken by our journalists and broadcasters at NZME
in 2022, with a focus on BSA training due to updated codes.
Refer to page 26 for our Awards list celebrating the talent and
commitment of our people.
NZME has launched a leadership development programme for our
leaders. The new programme, “DevelopMe”, will be rolled out in
2023 and aims to create vibrant and exceptional leadership across
NZME.
PROMOTING A HEALTHY,
DIVERSE AND SAFE
WORKPLACE
Continued
CHAMPIONING THE CRAFT
We will ensure we are
mentoring the next
generation of journalists and
broadcasters. We will develop
our people to maintain and
grow the craft.
EQUIPPING OUR PEOPLE
We will commit to offering our
staff relevant and impactful
training to create new
opportunities for growth and
innovation.
24 NEW ZEALAND MEDIA AND ENTERTAINMENT
OUR
ENVIRONMENT
We take our responsibility to the environment seriously.
In 2022, NZME’s print operations in Ellerslie,
Auckland were awarded the Toitu enviromark gold
certification. We are gold standard at reducing
waste, working efficiently, and minimising
harm to the environment and our people. The
Waste Committee and Plastic Reduction Project
initiatives, both based at the Ellerslie print plant,
are discussed on page 25.
NZME continues to collaborate with our suppliers
and partners to ensure best practice sustainable
operations. We are in the process of finalising
a Responsible Sourcing Policy to ensure we
partner with suppliers, aligning our focus on the
environment and sustainability.
A recent review of our motor vehicle fleet has
resulted in us working with our fleet car supplier,
Orix, to introduce hybrid vehicles in 2023. We look
forward to continuing to work with Orix to lower
our carbon emissions in this area.
Case Study: The NZ Herald
continued to take part in the
annual Covering Climate
Now – a global news media
initiative highlighting the
need for action against
climate change.
INITIATIVE
PROGRESS
ANNUAL REPORT 2022 25
RECYCLING
We will separate our internal
waste streams – including
paper, food and green waste,
and recyclables – to optimise
value and reduce environmental
impacts.
BEST PRACTICE
We will maintain our print
operation’s Environmental
Management System.
We will collaborate with our
suppliers and partners to ensure
best practice sustainable
operations.
The Waste Committee and the Plastic Reduction Project (PRP) both
launched in 2020 and continued to accelerate initiatives in 2022 across
both production and distribution teams at the Ellerslie print plant.
The PRP led to a reduction in plastic used at the plant. NZME has
optimised the number of papers per bundle to reduce the total
bundle numbers, with an expected reduction of 41,000m of plastic
per year. 2022 resulted in 49 tonnes of plastic use at the print plant
in 2022, a decrease of 5% from 52 tonnes of plastic used in 2021.
The following initiatives were implemented by the Waste
Committee during 2022:
•
•
Removal of all general rubbish bins
All cardboard materials diverted from landfill to a dedicated
collection point
• Our people encouraged to reuse broken or unserviceable wood
pallets as firewood or DIY projects, diverting them from landfill.
In 2022, NZME continued to identify and initiate the recycling
of batteries, ink and toner cartridges at more of our offices. At
the Auckland Central office, where there is a barista station, we
removed all plastic coffee cups. NZME supported Plastic Free July,
World Car Free day in September and Recycling Week in October
throughout the organisation.
In 2022, 29 tonnes of general waste was removed from the print
plant; this was a reduction of 25% from 2021 (restated 2021: 39
tonnes).
NZME’s print operations were again awarded the Toitu Enviromark
Gold certificate in 2022. NZME has attained gold level certification
since 2011.
We are in the process of finalising a Responsible Sourcing Policy to
be adhered to for our sourcing requirements.
Employees travelled 3.8 million kilometers within NZ in 2022, this
is up slightly from 2021 (with the restated amount of 3.5 million
kilometers), due to the return of domestic travel and events.
In 2022 carbon emissions from our motor vehicle fleet were 522
tCO2e, higher than in 2021 (which has been restated as emissions
of 491 tCO2e). The intention is to introduce hybrid vehicles into the
fleet to lower carbon emissions in this area.
Our newspaper distribution network generated 2,855 tCO2e in
2022, this decreased by 5% from 2021 (restated 3,000 tCO2e). This
reduction is due to optimising distribution routes and reducing
kilometers travelled on the network.
RESPONSIBILITY
We will share our platform to
promote environmental issues
impacting Kiwis including
carbon emissions and climate
change.
Our motoring website, DRIVEN, regularly covers the impact motor
vehicles can have on our environment. During 2022 DRIVEN
produced a Sustainable Mobility/Motoring guide which included a
clean car feebate calculator to help readers understand what cars
will receive government discount or fee, along with other pieces of
advice regarding sustainable motoring.
.
d
e
t
i
d
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a
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l
t
n
e
d
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e
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e
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n
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o
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e
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a
h
e
b
a
t
s
i
h
t
n
l
i
s
r
e
b
m
u
n
e
h
T
26 NEW ZEALAND MEDIA AND ENTERTAINMENT
2022 AWARDS
We are proud of our people and
their achievements. In 2022 we
celebrated with the following
award wins:
GradNew Zealand
Top 100 Graduate Employers
(Media & Communications): NZME
IAB NZ Digital Advertising Awards
Categories won by NZME:
• GOLD - Audio Sales Excellence:
Sarah Catran
• GOLD - NZME Podcast Network:
James Butcher, Sarah Catran,
Sam Collins
INMA
Categories won by NZME:
• Best Public Relations or
Community Service Campaign,
Groups: 'The 90% Project'
• Best Multi-Channel Client
Advertising Campaign, Groups:
NZME x Tourism Australia — Think
You Know Australia? Think Again
NZ HR Awards
• Excellence - HR Team of the Year
NZ Law Awards
• Excellence - Inhouse Team
of the Year
NZ Podcast Awards
Categories won by NZME:
• GOLD - Best Business Podcast:
Money Talks, NZ Herald
• GOLD - Best Radio Podcast: ZM's
Bree & Clint, ZM Podcast Network
NZ Radio Awards
Categories won by NZME:
• Best Station Imaging: Alistair
Cockburn, Brynee Wilson, Sam
Harvey, Zoe Norton, ZM Network
• Network / Metropolitan Station
of the Year: Newstalk ZB
• Sir Paul Holmes Broadcaster
of the Year: Mike Hosking,
Newstalk ZB
• Best Network Team Show: ZM's
Fletch, Vaughan & Megan,
Carl Fletcher, Vaughan Smith,
Megan Papas, Anna Henvest,
Sarah Mount, Jared Pickstock,
Carwen Jones, Hayley Sproull,
ZM Network
• Best Talk Presenter - Breakfast or
Drive: Heather du Plessis-Allan,
Heather du Plessis-Allan Drive,
Newstalk ZB Network
• Best Talk Presenter - Non-
Breakfast or Drive: Marcus Lush,
Marcus Lush Nights, Newstalk
ZB Network
• The Blackie Award': Hayley's
Driver's Licence, Hayley Sproull,
ZM Network
• Best Content Director / Content
Team: Jason Winstanley,
Edward Swift, Laura Heathcote,
Newstalk ZB Network
• Best Show Producer or
Producing Team - Music Show:
Ben McDowell, Anastasia
Loeffen, ZM's Bree & Clint,
ZM Network
• Best Show Producer or
Producing Team - Talk Show:
Michael Allan, Sam Carran,
Glenn Hart, The Mike Hosking
Breakfast, Newstalk ZB Network
• Best Station Trailer: ZM's Add
to Cart, Alistair Cockburn,
Tom Harper, Sarah Accorsi,
Claire Chellew, ZM Network
• Best Video - Short Form:
Taskmaster NZ Co-Pro, Claire
Chellew, Anthony Plant, Allan
George, Susan Bridges, Evan
Paea, Radio Hauraki Network
• Best Network Station Promotion:
The Box, Alistair Cockburn,
Gary Pointon, ZM Network
• Best Digital Content: ZM Online,
Megan Sagar, Carwen Jones,
Sarah Mount, Rowan Naude,
Ella Shepherd, Gary Pointon,
ZM Network
• Best Branded Podcast: HP
Business Class, Phil Guyan,
Heather du Plessis-Allan,
Josh Couch, Mick Andrews,
Stephanie Soh, Emma Freeman,
Anna Lawson, Drum Agency /
Newstalk ZB
• Best Podcast by a Radio Show:
The Matt & Jerry Show Podcast,
Matt Heath, Jeremy Wells, Chris
Goodwin, Finn Caddie
• Best Local Music Host: Dave
Nicholas, The Hits Auckland
• Best News Story - Team
Coverage: Delta 2021, Newstalk
ZB Team, Newstalk ZB Network
• Best Newsreader: Niva
Retimanu, Newstalk ZB Network
• Best Sports Reader, Presenter
or Commentator: D'Arcy
Waldegrave, All Sport Breakfast &
Sportstalk, Newstalk ZB Network
• Best Sports Story - Team
Coverage: ICC World Test
Championship, Bryan Waddle,
Jeremy Coney, Andrew Alderson,
Malcolm Jordan, Peter McGlashan,
Craig Cumming, Andy McDonnell,
Gold AM Network
• Best Client Promotion/
Activation: Jono & Ben's Battery
Operated Torch Tour with The
Warehouse, Harriett Whiting,
Danielle Tolich, Ben Boyce, Jono
Pryor, Ben Humphrey, Margaret
Hawker, Gareth McDonald,
Ben Sullivan, Sarah De Villers,
Jessica Boell, Anthony Plant,
The Hits Network
• Best Marketing Campaign:
Newstalk ZB Brand, Monique
Hodgson, Xanthe Williams
• Best Voice Talent: Chris Ryan,
NZME
• Sales Team of the Year: NZME
Taranaki, Nikki Verbeet, Tracey
Black, Colleen Deegan, Carole
Morgan, Julie Petley
NZ Shareholders' Association
Business Journalism Awards
Categories won by NZME:
• Business News - Oliver Lewis,
BusinessDesk
• Young Business Journalist -
Riley Kennedy, BusinessDesk
• Editorial Leader of the Year -
Hamish Fletcher
• Business Features:
• Best Photography - Sport:
Murray Jones, BusinessDesk
John Cowpland
ANNUAL REPORT 2022 27
• Photographer of the Year:
Brett Phibbs
• Best Newspaper Magazine:
Canvas
• Weekly Newspaper of the Year:
The Weekend Herald
• Feature Writer of the Year
(Short-Form): Simon Wilson
• Best First-Person Essay
or Feature: Simon Wilson
• Best Documentary:
The Brains Trust
• Best Student Journalist:
Jem Traylen BusinessDesk
Webstar Magazine Media Awards
Categories won by NZME:
• Best Cover - Consumer special
interest, current affairs, business
and trade - Viva Magazine
• Best Advertising Solution -
Viva Magazine
NZTV Awards
• Television Personality of
the Year: Bree Tomasel
(ZM Drive show host)
Pride in Print Awards
Categories won by NZME:
• 2 Gold Medals for editions of the
NZ Herald Compact
• 1 Gold Medal for an edition of
the Travel Magazine
Voyager Media Awards
Categories won by NZME:
• News App of the Year: NZ Herald
• News Website of the Year:
nzherald.co.nz
• Best Data Journalism:
Chris McDowall and Keith Ng
• Best Editorial Campaign or
Project: The 90% Project
• Best Reporting - Art & Culture:
Steve Braunias
• Best Reporting - Crime &
Justice: Jared Savage
• Best Reporting - Local
Government: Felix Desmarais
• Best Reporting - Science:
Jamie Morton
28 NEW ZEALAND MEDIA AND ENTERTAINMENT
THE NZME
BOARD
Barbara Chapman
Independent Chairman
Barbara Chapman served as Chief Executive and
Managing Director of ASB Bank Limited from 2011 until
February 2018. She has extensive business experience
gained through a successful career in banking and
insurance. During her career she has held a number of
senior and executive roles in retail banking, marketing,
communications, human resources and life insurance.
Barbara is passionate about people and culture, and
promoting best practice in community, governance and
sustainability. She is the Chairman of Genesis Energy
Limited and holds an independent directorship on the
board of Fletcher Building Limited and Bank of New
Zealand. She is also Deputy Chair of The New Zealand
Initiative and Patron of the New Zealand Rainbow
Excellence Awards. Barbara was appointed Chairman
of the NZME Board in June 2020.
Carol Campbell
Independent Director
Carol Campbell is a Chartered Accountant and Fellow
of CAANZ, and Chartered member of the Institute of
Directors. Carol was a partner at Ernst & Young for over
25 years and has been a professional director for the last
10 years. Carol has extensive financial experience and
a sound understanding of efficient board governance
and chairs NZME’s Audit and Risk Committee. Carol is
chair of NZ Post Limited and Kiwibank Limited, and a
director of T&G Global Limited, Asset Plus Limited,
Chubb Insurance Limited.
ANNUAL REPORT 2022 29
David Gibson
Independent Director
David Gibson has a strong background in strategy
and finance with over 20 years investment banking
experience, including as Co-Head of Investment Banking
in New Zealand for Deutsche Bank and Deutsche Craigs.
During his finance career David has advised on many
of New Zealand’s largest capital market transactions,
including within the media industry. David is director
of Freightways Limited, Goodman (NZ) Limited and
Rangatira Limited.
Sussan Turner
Independent Director
For the past 25 years Sussan has held senior leadership
roles across media companies, including Group CEO
of MediaWorks, Managing Director of Radio Otago and
CEO of RadioWorks. She is currently Group CEO and
Director of Aspire2 Group Limited, one of the leading
private tertiary education groups in New Zealand and
is passionate about building executive teams and
company cultures. Sussan has extensive experience as
a director and is currently Pro-chancellor of Auckland
University of Technology.
Guy Horrocks
Independent Director
Guy established himself as an early pioneer of the mobile
app industry co-founding the world’s first commercial
iPhone app company in 2007, Polar Bear Farm. He is one
of a number of high powered, experienced New Zealand
entrepreneurs who’ve built internationally successful
digital enterprises. With clients including Expedia,
DreamWorks, HBO, OREO, CNN, Time Magazine as well as
NZ Herald, Horrocks helped launch over 100 mobile apps
with his award winning mobile agency Carnival Labs,
many of which were featured by Apple. Guy Horrocks has
since launched a new real-time data warehouse called
SOLVE and is also a director of New Zealand Mint Limited,
New Zealand’s only precious metal mint, and an advisor
to Tracksuit Limited.
30 NEW ZEALAND MEDIA AND ENTERTAINMENT
THE NZME
EXECUTIVE TEAM
Michael Boggs
Chief Executive Officer
Michael was appointed CEO of New Zealand Media and Entertainment (NZME)
in March 2016. Prior to that he held the Chief Financial Officer position at NZME.
Michael’s core focus at NZME has been to develop and implement a group wide
strategy to accelerate growth across NZME’s brands particularly in the areas of
subscription and classified offerings, digital and video content, while ensuring the
sustainable growth of the company’s traditional print and radio platforms. Michael has
extensive senior executive experience including as Chief Financial Officer at leading
insurance company Tower Limited. While at Tower, Michael managed the company’s
multibillion- dollar assets, its Pacific Islands operations, earthquake recovery
programme and the sale of Tower’s life insurance, health insurance and investment
management businesses. This industry leading work was recognised in 2014 when
Michael was awarded CFO of the year at the annual New Zealand CFO Awards.
Michael also has significant background in the telecommunications and technology
sectors with executive roles in the finance, commercial and business functions of
major organisations including Telstra’s New Zealand operations.
Shayne Currie
Managing Editor
As Managing Editor, a role he took up in 2015, Shayne is responsible for NZME's
300-plus journalists and the company's editorial and news strategy. His role includes
overseeing NZME’s unique mix of digital, print, audio and visual storytelling across the
New Zealand Herald, nzherald.co.nz, Newstalk ZB, Radio Sport, NZME’s five regional
daily newspapers and more than 20 community titles. In 2019, Shayne helped oversee
the successful launch of NZ Herald Premium digital subscriptions and he has helped
lead some of the most significant projects at the Herald in the past 15 years including
the launch of the Herald on Sunday in 2004 and the Herald's move to compact format
in 2012. He is a former editor of the NZ Herald and Herald on Sunday, and celebrated
his 30th year in journalism in 2019, including two decades in senior editorial leadership
roles across New Zealand. In 2016 he was awarded the Wolfson Scholarship at
Cambridge University in the UK, studying audience patterns in the digital age.
Paul Hancox
Chief Commercial Officer
Paul was appointed as Chief Commercial Officer in 2021. Prior to this, Paul was part
of the NZME Executive Team as Chief Revenue Officer, where he was accountable
for agency and key customer revenues, including programmatic, trading and
integration performance. In his role as CCO, he continues to oversee his existing
portfolio in addition to direct clients, and is accountable for revenue growth across
NZME platforms. Prior to joining the Executive team, Paul led a significant commercial
portfolio at NZME as Head of Agency, Enterprise, Events, Partnerships, Government
and Rural, a role he took up in January 2018. Paul previously spent 9 years in various
senior roles at MediaWorks including as Group Head of Revenue where he successfully
designed, implemented and managed the integration of the TV and radio sales teams.
Paul brings with him 25 years of experience in the media industry including a 9-year
stint with The Radio Network early in his career, operating in a variety of roles including
as Newstalk ZB and Radio Sport Sales and Marketing Manager.
ANNUAL REPORT 2022 31
Greg Hornblow
Acting Chief of OneRoof
Greg was appointed as the acting Chief of OneRoof in January 2023.
Greg has an incredibly strong commercial background, with more than 30 years of
experience working alongside real estate professionals in a variety of roles and in
advertising and marketing, including previously at NZME. His passion for the real estate
industry and proven track record will ensure OneRoof is well placed to create further
value for our agent partners.
Carolyn Luey
Chief Digital and Publishing Officer
Carolyn was appointed Chief Digital and Publishing Officer in August 2021.
After 5 years at NZME, Carolyn left as Chief Operating Officer in December 2016. She
then went on to senior transformational roles at MYOB and Vodafone where she was
Chief Consumer Officer.
With extensive experience as a strategic business leader in large New Zealand
telecommunications, technology and media companies, Carolyn brings a wealth of
knowledge and understanding of how best NZME can deliver growing digital audience
engagement for our commercial partners.
David Mackrell
Chief Financial Officer
David was appointed Chief Financial Officer of NZME in March 2019, leading NZME’s
Finance, Technology and Strategy functions. He moved to NZME from Heartland Bank
where he was their Chief Financial Officer.
David started his professional career at Ernst & Young as an Auditor before joining Air
New Zealand in 1992. His career at Air New Zealand spanned 25 years and a large gamut
of senior finance and commercial roles, finishing with the company as Deputy Chief
Financial Officer.
Katie Mills
Chief Marketing Officer
Katie joined the NZME Executive Team in December 2018 assuming leadership of the
company’s Marketing and Communications functions. Immediately prior, Katie held the
role of Group Marketing Director at Aspire2 Group Limited and was previously General
Manager (Global) Marketing & Communications at Opus International Consultants.
Along with Katie’s wide marketing industry experience, she also brings to her role, more
than 20 years of media-specific experience. 15 of those years were spent at MediaWorks
in senior leadership positions including as Head of Marketing, successfully developing
and delivering marketing and brand strategies for a portfolio of radio, digital, event and
television ventures.
32 NEW ZEALAND MEDIA AND ENTERTAINMENT
Allison Whitney
General Counsel & Company Secretary
Allison joined NZME in 2013. As General Counsel she heads up the legal team and
manages the provision of legal advice and company secretarial services across NZME,
as well as leading NZME's Culture & Performance function. Prior to commencing her
role at NZME, Allison held roles both in-house and in private practice, including five
years as Legal Counsel at Westpac, six years as Group Legal Advisor to a London-
based international media group and three years in private practice at Kensington
Swan.
Allison brings over 20 years of legal experience to her role spanning areas from
corporate and commercial to intellectual property, consumer and media law.
Matthew Wilson
Chief Operations Officer
Matt was appointed Chief Operations Officer in December 2016. In this role, Matt
is responsible for NZME’s print product performance; driving NZME’s Operations
functions including print, distribution, print and digital subscriptions and advertising
production. Prior to that, Matt’s role was GM Print Operations for NZME.
His passion for media has resulted in over two decades of experience working across
NZME’s newspaper brands, including finance roles in print, commercial, content
and corporate through to leading the Newspaper Sales, Print and NZ Herald product
functions. During his time, Matt has led the consolidation of newspaper sales and
distribution functions across NZME, the development of NZME’s highly successful
distribution services business, and customer streams for the launch of Herald on
Sunday and NZH Premium digital subscribers. Matt’s focus on operating performance
has driven a strong passion for NZME’s people, their engagement and the culture
fostered in the company.
Jason Winstanley
Chief Radio Officer
Jason is one of New Zealand’s most experienced audio executives with extensive
experience across music and talk radio. He has led high profile and successful music
radio brands including 7 years as Assistant Content Director at ZM and 5 years as
Content Director of The Hits. He also led the successful transition of ‘Classic Hits’ to
the ‘The Hits’ brand in 2014.
In his most recent role as Head of Talk for NZME, Jason has led New Zealand’s #1 Radio
Station Newstalk ZB to record audience growth and continued commercial success.
Jason's role includes responsibility for the radio business and the content delivery to
support audience and revenue growth across NZME’s radio networks.
ANNUAL REPORT 2022 33
34 NEW ZEALAND MEDIA AND ENTERTAINMENT
CORPORATE
GOVERNANCE
GOVERNANCE FRAMEWORK
The Company is listed on the NZX Main Board and
has a Foreign Exempt Listing on the ASX (both
under the ticker code “NZM”). The ASX Foreign
Exempt Listing category is based on a principle
of substituted compliance recognising that, for
secondary listings, the primary regulatory role and
oversight rests with the home exchange and the
supervisory regulator in that jurisdiction.
As such, NZME is required to comply with a limited
set of ASX Listing Rules.
The Company’s corporate governance framework,
as described in this section, therefore primarily
takes into consideration contemporary standards
in New Zealand, incorporating the NZX Corporate
Governance Code (“NZX Code”).
The Group is committed to having a strong
governance framework and therefore complies
with the recommendations of the NZX Code (unless
specifically stated otherwise). The corporate
governance policies referred to in this section
reflect the Group’s governance framework as at 31
December 2022 (unless otherwise stated) and are
available on the Company’s website. The Board of
NZME has approved this corporate governance
statement.
PRINCIPLE 1 - CODE OF ETHICAL BEHAVIOUR
Directors should set high standards of ethical
behaviour, model this behaviour and hold
management accountable for these standards
being followed throughout the organisation.
Code of Conduct & Ethics
The Company’s Code of Conduct & Ethics governs
the Company and its subsidiaries’ commercial
operations and the conduct of directors,
employees, consultants and all other people when
they represent the Company and its subsidiaries.
The Code of Conduct & Ethics comprises certain
fundamental principles and demonstrates the
high standards of conduct expected of us. The
current Code of Conduct & Ethics was updated
on 11 April 2019. Reporting of breaches of the
Code is encouraged and steps for doing so are
set out in the Code of Conduct & Ethics and the
Whistleblower Policy.
The Company has provided training on the Code of
Conduct & Ethics in the form of a video series on
key points relevant to employees.
The Company also has an Editorial Code of
Conduct & Ethics which was extensively reviewed
during 2022 to align with international best
practice. This code is published on the Company’s
website and highlights our responsibility to the
truth - and to our communities and audiences
- and our commitment to journalism of the
highest quality possible that earns the trust of our
audience. The Code states our belief that freedom
of the press and dissemination of editorial content
is a cornerstone of a healthy, thriving democracy.
The Codes includes our responsibilities in relation
to accuracy, independence, opinion, editing,
diversity and conduct and integrity.
Securities Trading Policy
The Securities Trading Policy, which was reviewed
and updated based on best practice in 2022 and
is available on the Company’s website, details the
Company’s trading policy and guidelines, including
trading restrictions on dealing in the Company’s
quoted financial products. This policy applies to
the directors and all employees and contractors.
The Securities Trading Policy places additional
trading restrictions on the directors, the Chief
Executive Officer (“CEO”) and their direct reports
(and employees reporting directly to them), all
administrative staff of the CEO and direct reports
referred to above and anyone else notified by
NZME’s General Counsel.
PRINCIPLE 2 - BOARD COMPOSITION &
PERFORMANCE
To ensure an effective Board, there should be
a balance of independence, skills, knowledge,
experience and perspectives.
Role of the Board and Board Charter
The business and affairs of the Company is
managed under the direction and supervision
of the Board currently comprised (and as at
31 December 2022 was comprised) of independent
Chairman, Barbara Chapman, and independent
directors; Carol Campbell, David Gibson,
ANNUAL REPORT 2022 35
Sussan Turner and Guy Horrocks. The directors
acknowledge their duty to act in good faith and in
the best interests of the Company. The objective
of the Company is to generate growth, corporate
profit and shareholder gain from the activities of
the Group. In pursuing this objective, the role of the
Board is to assume accountability for the success of
the Company by taking overall responsibility for the
strategic direction and monitoring of operational
management of the Group in accordance with
good corporate governance principles. More
details regarding the main functions of the Board
and the distinction from the roles of management
can be found in the Board Charter available on the
Company’s website. No person ceased to be a
director of the Company during the financial year
ended 31 December 2022.
Director Nomination and Appointment
Directors are appointed by the Company’s
shareholders, with rotation and retirement being
determined by the Constitution. The Board may
appoint directors to fill casual vacancies. Directors
appointed to fill casual vacancies are required
to retire and stand for election at the first annual
shareholders’ meeting after their appointment.
The Governance & Remuneration Committee
recommends to the Board potential candidates for
appointment as directors. The Committee follows
the nomination and appointment processes set
out in the Governance & Remuneration Committee
Charter available on the Company’s website. The
Company enters into written agreements with each
newly appointed director establishing the terms of
their appointment.
Director Independence and Profiles
All of the Company’s directors, including the Chair,
are independent directors for the purposes of the
NZX Listing Rules as none of them are executives
of the Company or have direct or indirect interests
or relationships that could reasonably influence,
or could reasonably be perceived to influence, in
a material way, their decisions in relation to the
Company. The profile for each director is available
on the Company’s website and on page 28-29 of
the Annual Report. Information about director
attendance at meetings and ownership interests is
set out on pages 37 and 44 of the Annual Report.
Diversity and Inclusion
The Group believes that a diverse and inclusive
workforce is essential for it to be able to deliver
its strategic objectives and continue to meet its
responsibilities to its customers, its employees, the
communities in which it works, and its shareholders.
The Group is currently operating in accordance
with, and applying the principles of its Diversity and
Inclusion Policy which is available on the Company’s
website.
The Our People section on pages 20-23 of the
Annual Report sets out more detail about our
diversity and inclusion objectives and progress
towards achieving them. In accordance with the
Diversity and Inclusion Policy, the Board assesses
those objectives and NZME’s progress towards
achieving them on an annual basis. The Board is
comfortable with the Company’s 2022 performance
with respect to its Diversity and Inclusion Policy and
objectives but notes the ongoing nature of efforts to
meet those objectives.
The table below includes the quantitative breakdown as to the gender composition of NZME’s Board and
Officers as at the balance date.
As at
Board
Officers 1
Male
Female
Male
Female
31 December 2022
31 December 2021
2
2
3
3
7
7
3
3
1 The term ‘Officer’ is defined in the NZX Listing Rules as a person, however designated, who is concerned or
takes part in the management of the Issuer’s business, but excludes (i) a person who does not report directly
to the Board or (ii) a person who does not report directly to a person who reports to the Board. NZME has
interpreted this to mean the Chief Executive and any person reporting to the Chief Executive or the Board
directly. The numbers above therefore include the CEO and other members of the Group Executive Team.
36 NEW ZEALAND MEDIA AND ENTERTAINMENT
CORPORATE
GOVERNANCE
CONTINUED
Director Access to Training, Information and
Advice
On appointment the Company’s directors are
offered induction training as to the responsibilities
of the directors and to enable the director to
become familiar with the Company’s operations
and sites. Further training on pertinent topics is
provided to the Board during the year. All directors
have access to the advice and assistance of
the General Counsel on the Board’s affairs and
governance matters. In addition, all directors may
access such information and seek independent
advice as they consider necessary to fulfil their
duties and responsibilities.
Performance Review
The Chair meets annually with directors of the
Company to discuss their performance. The
Board reviews its performance as a whole, and the
performance of its committees, on an annual basis.
The Board may choose to use external facilitators,
where appropriate, to assist with reviewing the
performance of directors, the Board and its
committees.
PRINCIPLE 3 - BOARD COMMITTEES
The Board should use committees where this
will enhance its effectiveness in key areas, while
retaining Board responsibility.
The Board has two standing Committees; the
Audit & Risk Committee and the Governance &
Remuneration Committee, to assist in carrying out
its responsibilities. The Committees operate under
Board approved charters which are available on the
Company’s website.
The Board may establish other committees from
time to time to deal with specific projects or matters
relating to the Company’s various activities.
The Board does not have a separate Health and
Safety Committee, but Health and Safety is
considered by the full Board.
The Board did not identify a need for any other
standing Board committees.
The Company also has an NZME Takeover Response
Manual (not publicly available) as recommended by
Recommendation 3.6 of the NZX Code.
Audit & Risk Committee
The Committee consists of three independent
directors (one of whom has an accounting and
financial background). The functions of the
Committee are to:
•
•
•
Review, consider and if necessary, investigate
any reports or findings arising from any audit
function either internally or externally;
Evaluate financial information submitted to it,
along with relevant policies and procedures;
and
Assess the effectiveness of risk management
throughout the Group.
The Committee is also responsible for
communicating and engaging with the external
auditors and for oversight and review of the risk
management framework. For further information,
also refer to the Committee’s charter which is
available on the Company’s website.
As at 31 December 2022, directors Barbara
Chapman and David Gibson were members of the
Audit & Risk Committee and it was chaired by Carol
Campbell. Employees and external parties may
attend meetings of the Audit & Risk Committee at
the invitation of the Audit & Risk Committee.
Governance & Remuneration Committee
The Governance & Remuneration Committee
ensures that remuneration policies and practices
are consistent with the strategic goals of the Group
and are relevant to the achievement of those goals.
The Committee also reviews and approves the
remuneration of the CEO and, in consultation with
the CEO, the remuneration packages of executives
reporting directly to the CEO.
The Governance & Remuneration Committee
also makes recommendations to the full Board
regarding the composition of the Board, filling
of vacancies, appointing additional directors to
the Board, and to review and adopt corporate
governance policies and practices which reflect
contemporary standards in New Zealand,
incorporating principles and guidelines issued
by the Financial Markets Authority and NZX. For
further information, refer to the Committee’s
charter available on the Company’s website.
This charter was updated to reflect current best
practices in December 2022.
ANNUAL REPORT 2022 37
As at 31 December 2022, director Sussan Turner was a member of the Governance & Remuneration
Committee and it was chaired by David Gibson. Employees and external parties may attend meetings of the
Governance & Remuneration Committee at the invitation of the Governance & Remuneration Committee.
Board & Committee Attendance 1 January 2022 to 31 December 2022
Director
Barbara Chapman
Carol Campbell
David Gibson
Guy Horrocks
Sussan Turner
Board
10 of 10
10 of 10
10 of 10
9 of 10
9 of 10
Audit & Risk
Governance &
Remuneration
4 of 4
4 of 4
4 of 4
N/A
N/A
N/A
N/A
5 of 5
N/A
5 of 5
PRINCIPLE 4 - REPORTING & DISCLOSURE
Corporate governance documents
The Board should demand integrity in financial and
non- financial reporting, and in the timeliness and
balance of corporate disclosures.
The following documents have been adopted by
the Company and are available on the Company’s
website under the Corporate Governance section:
Market Disclosure Policy
• NZME Constitution
The Board has policies and procedures in place
to keep investors and staff informed of material
information about the Company and to ensure
compliance with the continuous disclosure
obligations under the Financial Markets Conduct
Act 2013 and the NZX Listing Rules.
The Market Disclosure Policy (available on the
Company’s website) is designed to ensure that:
•
•
There is full and timely disclosure of the
Company’s activities and price sensitive
information to shareholders and the market;
and
All stakeholders (including shareholders, the
market and other interested parties) have
an equal opportunity to receive and obtain
externally available information issued by the
Company.
The Company will immediately notify the market of
any material information concerning the Company
in accordance with legislative and regulatory
disclosure requirements.
•
Board Charter
• Code of Conduct & Ethics
•
•
•
•
Remuneration Policy
Diversity and Inclusion Policy
Editorial Code of Conduct & Ethics
Fraud Policy
• Market Disclosure Policy
• Whistleblower Policy
•
•
Securities Trading Policy
Audit & Risk Committee Charter
• Governance & Remuneration Committee
Charter
•
Risk Management Policy
• Health and Safety Policy
• Modern Slavery Statements (pursuant to
Australian legislation)
38 NEW ZEALAND MEDIA AND ENTERTAINMENT
CORPORATE
GOVERNANCE
CONTINUED
Financial Reporting and Disclosure
PRINCIPLE 5 - REMUNERATION
The Company is committed to providing financial
reporting that is balanced, clear and objective.
The Audit & Risk Committee oversees the quality,
integrity and timeliness of external reporting. The
Group’s Consolidated Financial Statements for
the year ended 31 December 2022 are set out on
pages 48 to 108 of the Annual Report. Also refer
to the reports from the Chair and the CEO in this
Annual Report and the NZME Full Year 2022 Results
Presentation (available on the Company’s website)
for additional information.
Non-Financial Reporting and Disclosure
The Company provides non-financial disclosures
relating to Health and Safety, Risk Management,
our interaction with our communities, people
and our environment – see our Sustainability
Commitment. We also include information about
our performance against our operational priorities
during the year.
NZME’s Sustainability Commitment aligns with
the UN Sustainability Development Goals – an
international blueprint to achieve a better and
more sustainable future for everyone.
Combined with our promise to keep Kiwis in the
know, NZME’s commitment to sustainable practices
contributes to the prosperity of our business and
our communities, people and the environment.
In 2022 we continued to measure our progress
against key initiatives and objectives for each of the
three pillars of our Sustainability Commitment: Our
Communities, Our People and Our Environment.
This is discussed on pages 14 to 25 of the Annual
Report.
NZME continues to develop its Sustainability
Commitment with the guidance of the Board.
Pursuant to the Financial Sector (Climate-related
Disclosures and Other Matters) Amendment Act
2021 the Company will be required to commence
making climate-related disclosures for the financial
year ending 31 December 2023. The Company
is the process of reviewing its Sustainability
Commitment with these changes in mind,
collecting and analysing data and preparing to
make the required disclosures.
The remuneration of directors and executives
should be transparent, fair and reasonable.
Remuneration Policy
The Company’s Remuneration Policy (available on
its website) outlines the Company’s approach to
the remuneration of its directors and executives.
The Governance & Remuneration Committee is
responsible for reviewing non-executive directors’
remuneration and benefits. The pool available
to be paid to directors (including non-executive
directors) is subject to shareholder approval. The
current directors fee pool is fixed at $900,000
per annum (as was set out in the Explanatory
Memorandum for the Demerger of NZME by APN
dated 11 May 2016) The levels of fixed fees payable
to non-executive directors should reflect the time
commitment and responsibilities of the role. The
Governance & Remuneration Committee will
obtain independent advice, as necessary, and will
also consider the results of market comparison and
a benchmarking assessment in setting the fixed
fees payable to non-executive directors.
Directors’ Remuneration
While the Company does not pay equity-based
remuneration to its non-executive directors, it
encourages those directors to hold shares in the
Company to better align their interests with the
interests of other shareholders.
The Governance & Remuneration Committee is
also responsible for reviewing and approving the
remuneration of the CEO and any executive directors
and, in consultation with the CEO, the remuneration
packages of executives reporting directly to the CEO.
The Company conducts external benchmarking
analysis in order to determine the market rate for a
role. The Company provides a combination of cash
and non-cash benefits and takes a total remuneration
approach. The Company reviews remuneration with
the objective of achieving pay equity, including by
gender.
The fees paid to each director depends on the duties
of the director, including committee work. Current
fees per annum are as follows:
ANNUAL REPORT 2022 39
1 January 2022 to 31 December 2022
Chairman of the NZME Board (from 1 April 2022 their fees
were increased from $150,000)
Membership of the NZME Board
Chairman of NZME Board Committees
Membership of NZME Board Committees
Fees ($)
170,000
100,000
20,000
10,000
Total fees paid to each director during 2022 are shown in the following table:
Date appointed
Chairman
of the
Board ($)
Board
Member
($)
Committee
Chair ($)
Committee
Member
($)
Total
($)
Barbara Chapman
18 April 2018
165,000
10,000
175,000
Carol Campbell
24 June 2016
100,000
20,000
120,000
David Gibson
8 December 2017
100,000
20,000
10,000
130,000
Guy Horrocks
8 February 2021
Sussan Turner
16 July 2018
Total fees paid 2022
100,000
100,000
100,000
10,000
110,000
635,000
In addition to the fees noted in the table above, Guy Horrocks was paid a gross amount of $16,393 in
FY22 for additional services provided to the Group. Directors are also entitled to be reimbursed for all
reasonable travel, accommodation and other costs incurred by them in connection with their attendance
at NZME board or shareholder meetings or otherwise in connection with NZME business. Any such
amounts are not included in the table above.
Chief Executive Officer’s Remuneration
Michael Boggs
880,454
428,820
802,218
39,278
2,150,771
Salary
($) A
Bonus
($) B
TIP
($) C
Benefits
($) D
Total
($)
A A Salary includes normal basic salary and paid leave. B Bonus payments are those paid during the current
accounting period and excludes any bonus accrual not yet paid. C TIP relates to the value of shares issued
during the year under the Group’s Total Incentive Plan. D Benefits relate to company contributions for
KiwiSaver.
Michael Boggs held 1,505,390 shares in the
company as at 31 December 2022. In addition to the
remuneration disclosed above as at the date of this
report, Michael Boggs held 2,098,291 performance
rights issued to him under the Group’s Total
Incentive Plan (“TIP”). Please refer to note 4.3 of the
Consolidated Financial Statements for a summary
of the TIP and the performance criteria used to
determine performance based payments.
40 NEW ZEALAND MEDIA AND ENTERTAINMENT
CORPORATE
GOVERNANCE
CONTINUED
Employee Remuneration
The Group paid remuneration including benefits in excess of $100,000 to employees (other than
directors) during the year ended 31 December 2022. The salary banding for these employees are disclosed
in the following table (bands with zero number of employees have been excluded).
Remuneration Amount
Employees
Remuneration Amount
Employees
$100,001 - $110,000
$110,001 - $120,000
$120,001 - $130,000
$130,001 - $140,000
$140,001 - $150,000
$150,001 - $160,000
$160,001 - $170,000
$170,001 - $180,000
$180,001 - $190,000
$190,001 - $200,000
$200,001 - $210,000
$210,001 - $220,000
$220,001 - $230,000
$230,001 - $240,000
$240,001 - $250,000
$250,001 - $260,000
$260,001 - $270,000
$270,001 - $280,000
$280,001 - $290,000
$290,001 - $300,000
$300,001 - $310,000
$310,001 - $320,000
$320,001 - $330,000
$330,001 - $340,000
$340,001 - $350,000
$350,001 - $360,000
$390,001 - $400,000
$410,001 - $420,000
$420,001 - $430,000
$470,001 - $480,000
$500,001 - $510,000
$510,001 - $520,000
$530,001 - $540,000
$540,001 - $550,000
$600,001 - $610,000
$610,001 - $620,000
$660,001 - $670,000
$980,001 - $990,000
$2,150,001 - $2,160,000
73
63
46
52
36
24
27
19
13
6
8
9
12
6
4
8
4
4
4
4
2
3
3
3
2
1
1
1
2
1
1
3
1
1
1
1
1
1
1
Total number of employees that were paid remuneration of $100,000+
452
The remuneration above includes all remuneration
paid to permanent employees, including fixed
remuneration, employer KiwiSaver contributions,
medical aid contributions, bonuses, commission,
settlements and redundancies.
PRINCIPLE 6 - RISK MANAGEMENT
Directors should have a sound understanding of
the material risks faced by the issuer and how to
manage them. The Board should regularly verify
that the issuer has appropriate processes that
identify and manage potential and material risks.
Risk Management Framework
The Audit & Risk Committee is responsible for the
oversight and independent review of the Group’s
risk management framework, including:
•
•
•
•
Review and approval of the risk management
policy;
Receiving and considering reports on risk
management;
Assessing the effectiveness of the Group’s
responses to risk; and
Providing the Board with regular reports on
risk management.
The Group has a formal Risk Management Policy
(available on its website) and is committed to the
consistent, proactive and effective monitoring and
management of risk throughout the organisation,
in accordance with best practice and the NZME
Risk Management Framework and Guidelines.
ANNUAL REPORT 2022 41
The Board is ultimately responsible for the
effectiveness, oversight and implementation of the
Group’s approach to risk management.
The CEO is responsible for:
•
The management of strategic, operational and
financial risk of the Group;
• Continually monitoring the Group’s progress
against financial and operational performance
targets;
•
•
•
The day-to-day identification, assessment and
management of risks applicable to the Group;
Implementation of risk management controls,
processes and policies and procedures
appropriate for the Group; and
Driving a culture of risk management
throughout the Group.
The Company’s Risk Committee (a management
committee) acts as a governance forum to assist
the CEO and the Executive Team in fulfilling their
corporate governance responsibilities.
This committee provides assurance that the
following aspects are managed appropriately:
•
Strategic and operational risk management;
• Workplace Health and Safety matters;
•
•
•
Legal, regulatory and policy compliance;
Technology and security matters; and
Business continuity planning.
The Group is a diversified media company and
is subject to diverse types of risk including, but
not limited to cyber security, legal and regulatory
compliance, financial and market, government
policy and political, reputation and brand,
operational risks and trading conditions.
The Group recognises that in order to achieve its
strategic objectives it must be willing to take and
accept informed risks. Risks relating to innovation,
attracting and retaining talent, and content to drive
audiences and address the needs of advertisers
are encouraged within defined parameters.
However, in doing so, it is not acceptable to trade
off financial or strategic returns by compromising
compliance with the law, the safety of our people,
or our reputation as a responsible corporate citizen
and provider of news, sport and entertainment.
When setting the appetite for taking and accepting
risk, the Group also considers the risk posed by
inaction in what is a fast-paced and disrupted market.
The Group’s approach to risk management
is assessed at least annually by the Audit
& Risk Committee of the Board in order to
make a recommendation to the full Board on
the appropriateness of the Company’s Risk
Management Framework and Guidelines.
For additional information on financial risks, please
also refer to Note 4.7 of the Consolidated Financial
Statements.
Health and Safety
The NZME Board Charter states that the role of the
Board includes ensuring that the Group health and
safety, environmental practices and culture comply
with legal requirements, reflect best practice, and
are recognised by employees and contractors as
key priorities for the Group.
NZME does not have a separate Board-level Health
and Safety Committee as Health and Safety is dealt
with regularly by the full Board.
The Health and Safety Policy (updated in June 2022
and available on the Company’s website) sets out
the Company’s health and safety principles and
explains that the Board regularly monitors key health
and safety performance indicators, the effectiveness
of the Company’s health and safety system and the
controls that are in place to manage the risks that
arise from NZME’s operations.
Health and Safety is included on the Company’s Risk
Register. The Company’s annual Health and Safety
Plan captures the projects and objectives for the
year to prioritise responses to the identified risks.
The Company records and monitors critical health
and safety risks in a separate Health and Safety Risk
Register. Currently the company’s key health and
safety risks are monitored by the Risk Committee,
who meet monthly and receive and review reporting
on health and safety performance, trends, and
updates, with key matters and progress against the
annual plan being reported to the Board.
42 NEW ZEALAND MEDIA AND ENTERTAINMENT
CORPORATE
GOVERNANCE
CONTINUED
In 2022, areas of focus included continuing to
manage the ongoing risks (including mental health
impacts) associated with the COVID-19 pandemic,
monitoring employee health, safety and wellbeing
engagement , and undertaking our 'Connected
Culture' workshops across the business which
emphasised the culture we want to sustain at
NZME, the responsibilities and expectations of our
leaders, how to raise issues regarding bullying,
harassment and other harmful behaviours and
NZME’s commitment to addressing these.
Health and Safety advice and direction are overseen
by the Culture and Performance team and a full-time
Health, Safety and Compliance Manager.
Engagement in health and safety is monitored
through questions that target employees’ views
and opinions on health and safety initiatives
and their effectiveness, with the use of NZME’s
engagement tool 'HearMe'. This provides
Leadership teams with valuable feedback
and insights into areas of concern and where
improvements can be made.
Health and safety training forms part of staff
inductions and is further expanded on through a
range of training workshops to drive awareness
of NZME’s health and safety obligations, critical
risks, and the resources available to satisfy these.
NZME maintains a Wellness and Safety page on its
intranet with sections for safety across NZME.
To ensure effective worker involvement, NZME
has multiple Health and Safety Committees in
place across New Zealand and health and safety
performance is communicated throughout all
levels of NZME through leadership team meetings
and internal business communications. NZME
also has a range of internally trained Wellbeing
Advocates and Women’s Health Advocates who
provide confidential support and guidance to
employees.
Lost Time Injuries decreased to a total of three
across the year, compared to five in 2021. Total
reported incidents have decreased from 39 to 25
year-on-year.
PRINCIPLE 7 - AUDITORS
The Board should ensure the quality and
independence of the external audit process.
Refer to note 2.2.5 of the Consolidated Financial
Statements for fees paid to the auditors,
PricewaterhouseCoopers, for the year ended
31 December 2022.
The Audit & Risk Committee Charter requires the
Committee to assess the following:
•
•
•
•
•
The independence of the auditors;
The ability of the auditors to provide additional
services which may be occasionally required;
The competency and reputation of the
auditors;
The projected audit fees; and
Review the appointment, performance and
remuneration of external auditors.
The Audit & Risk Committee also monitors
and approves any services provided by the
auditors other than in their statutory role and
receives confirmation from the auditors as to
their independence from the Company. This is
undertaken on a service by service basis and
assesses whether the service is permissible
under Professional and Ethical Standard 1 (“PES
1”) issued by the New Zealand Auditing and
Assurance Standards Board, ensuring that any
potential threat to independence is identified
and appropriate safeguards to eliminate the
threat or reduce the threat to an acceptable level
are established. The Audit & Risk Committee
receives an annual confirmation from the auditor
as to their independence from the Group. The
auditor is also required to provide the Audit &
Risk Committee with a detailed analysis of fees
relating to non-audit services provided during the
year, including a description of potential threats to
their independence and the applicable safeguards
implemented by the auditor and the Company to
either mitigate those threats or reduce them to an
acceptable level as required by PES 1. The Audit
& Risk Committee takes the nature of the services
provided, the quantum of the fee, the reason for
ANNUAL REPORT 2022 43
the additional services and whether the services
are likely to be one-off or repetitive in nature into
consideration when evaluating and concluding on
auditor independence.
For the year ended 31 December 2022, given the
nature of the services provided and based on the
Committee’s continuous monitoring of auditor
independence, the Audit & Risk Committee do
not believe that the non-audit services provided
by the auditors compromised their objectivity and
independence.
In addition to holding its Annual Shareholders’
Meeting, NZME seeks to regularly engage with
shareholders to ensure they are informed about
our activities and our progress against our stated
priorities.
The NZME website has a dedicated Investor
Relations section containing NZX / ASX
announcements, presentations and webcasts,
financial reports, frequently asked questions and
other information that might be useful to our
shareholders.
The Company requires the external auditor
to attend the Annual Shareholders’ Meeting
(“ASM”) to answer questions from shareholders
in relation to the audit. The Group’s auditor,
PricewaterhouseCoopers, attended the last ASM
on 11 April 2022.
Internal Audit
The Audit & Risk Committee is responsible for
reviewing the integrity and effectiveness of the
internal audit function. NZME operates a co-
sourced internal audit programme that utilises a
mix of self-certifications, scheduled control testing
by Group Financial Services, ad hoc assignments,
investigations by risk and compliance personnel
and a structured internal audit programme
executed by an external firm.
Any reporting from external parties is presented
to the Audit & Risk Committee and any significant
findings from other internal activities are reported
to the Audit & Risk Committee.
PRINCIPLE 8 - SHAREHOLDER RIGHTS
& RELATIONS
The Board should respect the rights of shareholders
and foster constructive relationships with
shareholders that encourage them to engage with
the issuer.
The share registry is maintained by Link Market
Services and their contact details are available
under the Investor Relations section of the
Company’s website. Shareholders can elect to
receive communications electronically.
Following each results announcement, NZME holds
an investor call to present the results and to allow
investors to ask questions. This is usually followed
by an investor roadshow during which the CEO and
other members of the Executive aim to meet with
as many shareholders as possible. In 2022 NZME
also held a virtual Investor Day.
Shareholders are entitled to exercise their voting
rights as provided for under the applicable
legislation and listing rules.
In order for shareholders to fully participate in
shareholder meetings, the Board will endeavour
where possible, to distribute a notice of
shareholder meeting as soon as possible and in
any event at least 20 working days prior to any
shareholder meeting. During the financial year
ended 31 December 2022, shareholders were given
20 working days’ notice of the annual shareholder
meeting of the Company held on 11 April 2022.
44 NEW ZEALAND MEDIA AND ENTERTAINMENT
STATUTORY
DISCLOSURES
INTEREST REGISTER ENTRIES
In accordance with section 211(1)(e) of the Companies Act 1993, particulars of general disclosures of
interest in the Interest Register of NZME for current directors are set out in the table below. Disclosures
during 2022 are noted in italics.
Director
Position
Company
Barbara Chapman
Chairman
Genesis Energy Limited
Deputy Chair
The New Zealand Initiative
Carol Campbell
Patron
Director
Director
Director
Director
Chair
Director
Director
New Zealand Rainbow
Excellence Awards
Fletcher Building Limited
Bank of New Zealand
T&G Global Limited
Asset Plus Limited
NZ Post Limited
Chubb Insurance New Zealand Limited
Kiwibank Limited
David Gibson
Director and shareholder
DG Advisory Limited
Director
Director
Director
Director
Director
Shareholder
Director
Rangatira Limited
Biostrategy Holdings Limited
Trustpower Limited
(resigned 26 March 2022)
Goodman (NZ) Limited
Freightways Limited
Solve Data, Inc.
New Zealand Mint Limited
Guy Horrocks
Advisor and shareholder
Tracksuit Limited
Shareholder
Setpoint Technologies Inc.
Sussan Turner
Director and shareholder
Aspire2 Group Limited
Shareholder
Pro-Chancellor
Organic Initiative Limited
Auckland University of Technology (AUT)
Disclosures of Directors’ interests in share transactions
During 2022, no disclosures were made in the Interests Register by Directors as to the acquisition of
relevant interests in Company shares under section 148 of the Companies Act 1993.
Directors’ interests in shares
Ordinary shares held by directors and parties associated with them are as follows:
Director
Barbara Chapman
Carol Campbell
David Gibson
Number of shares as at 31 December 2022
73,000
150,000
50,000
ANNUAL REPORT 2022 45
Use of Company information
No notices have been received by the Board under
section 145 of the Companies Act 1993 with regard
to the use of Company information received by
the Directors in their capacities as Directors of the
Company or its subsidiary companies.
Indemnities or insurance effected for directors
In accordance with Section 162 of the Companies
Act 1993 and the Company’s Constitution, the
Company has indemnified and arranged insurance
for all directors and executive officers to the extent
permitted by law for liabilities arising out of the
performance of their normal duties as directors
and officers. The total amount of insurance for
directors and officers contract premiums for the
period was $843,895.
SUBSIDIARY COMPANY INFORMATION
NZME’s subsidiary companies are listed at Note 6.1
of the Consolidated Financial Statements.
Directors of Subsidiary Companies
As at 31 December 2022, Michael Boggs (CEO)
and David Mackrell (CFO) were directors of the
wholly owned subsidiaries listed in Note 6.1 of the
Consolidated Financial Statements, other than
NZME Australia Pty Limited. Michael Boggs and
Mark O’Sullivan (a professional director resident
in Australia) were directors of NZME Australia Pty
Limited as at 31 December 2022. Michael Boggs,
David Mackrell, Paul Maher and Peng Yin (director
representing OneRoof’s minority shareholder)
were directors of the subsidiary OneRoof Limited,
in which an 80% interest was held, as detailed in
Note 6.1 of the Consolidated Financial Statements.
No person ceased to be a director of any of the
companies listed at note 6.1 of the Consolidated
Financial Statements during the year ended
31 December 2022.
Other than Mark O’Sullivan who received A$10,000
for his services as a director of NZME Australia Pty
Limited, these directors did not receive any fees or
other benefit for their services as directors to any
of these companies. Michael Boggs, David Mackrell
and Paul Maher receive remuneration as employees
of the Company, which is not directly related to
their duties as directors of these companies. Peng
Yin receives remuneration through his company,
Hougarden.com Limited, which provides services
to OneRoof Limited.
Entries in interest registers of Subsidiary
Companies
For each subsidiary company in which they act as a
director Michael Boggs and David Mackrell have made
general disclosures of interests in all other subsidiary
companies as a result of their executive positions at
the Company and their positions as directors of the
other subsidiary companies. Peng Yin has made a
general disclosure of interest in the OneRoof Limited
Interest Register arising from his position as director
and shareholder of Hougarden.com Limited and
Hougarden Motors Limited.
SHAREHOLDER INFORMATION
Substantial product holders
According to notices given to the Company under
the Financial Markets Conduct Act 2013, the
following persons were substantial product holders
of the Company as at 31 December 2022. There
were 183,913,614 ordinary shares in the Company
at that date. The Company did not have any other
quoted voting products at that date.
Shareholder
Number of shares in
which relevant interest
is held
Date of notice
Repertoire Partners LP
36,090,368 1
1 July 2022
UBS Group AG and its related bodies corporate 2
32,119,313
22 September 2022
Spheria Asset Management Pty Ltd
23,658,182
4 July 2022
Osmium Partners LLC
19,497,373
27 October 2022
1 Repertoire Partners LP’s substantial product holder
notice dated 1 July 2022 discloses a holding of
22,229,678 ordinary shares (11.49% of the Company’s
shares held at date of notice) or 36,090,368 ordinary
shares (18.65% of the Company’s shares held at date
of notice) which includes certain cash-settled swaps
(derivative relevant interest in respect of 13,860,690
ordinary shares). The latter is included in the table
above. Repertoire Partners LP’s substantial product
holder notice dated 1 July 2022 notes UBS Group AG
(see footnote 2) is also a party to such derivative.
2 UBS AG London Branch, UBS Securities Australia
Ltd and UBS Securities LLC.
46 NEW ZEALAND MEDIA AND ENTERTAINMENT
STATUTORY
DISCLOSURES
CONTINUED
Top 20 shareholders
As at 20 February 2023
Rank
Investor Name
Total Units % Issued Capital
Citicorp Nominees Pty Limited
40,008,589
21.75
Warbont Nominees Pty Ltd
Bnp Paribas Nominees Pty Ltd
Bnp Paribas Nominees (Nz) Limited
HSBC Custody Nominees (Australia) Limited
Accident Compensation Corporation
J P Morgan Nominees Australia Pty Limited
Bnp Paribas Nominees Pty Ltd Acf Clearstream
FNZ Custodians Limited
10
HSBC Custody Nominees (Australia) Limited
Bnp Paribas Noms Pty Ltd
Forsyth Barr Custodians Limited
New Zealand Permanent Trustees Limited
JBWere (NZ) Nominees Limited
New Zealand Depository Nominee
Michael Raymond Boggs
Leh Soon Yong
1
2
3
4
5
6
7
8
9
11
12
13
14
15
16
17
18
19
13,932,737
12,569,183
9,727,693
9,433,075
9,137,352
8,997,740
8,913,189
7,892,599
5,420,813
4,278,822
4,020,558
2,100,000
2,069,518
1,514,108
1,505,390
1,233,549
1,085,595
1,033,200
7.58
6.83
5.29
5.13
4.97
4.89
4.85
4.29
2.95
2.33
2.19
1.14
1.13
0.82
0.82
0.67
0.66
0.59
0.56
Merrill Lynch (Australia) Nominees Pty Limited
1, 2 0 5,6 9 6
Morgan Stanley Australia Securities (Nominee) Pty
Limited
20
Forsyth Barr Custodians Limited
Total
146,079,406
79.44
ANNUAL REPORT 2022 47
Spread of Quoted Security Holders
As at 20 February 2023
Range of Securities Held
Holders
Holders %
Issued Capital
Issued Capital %
1-1000
1001-5000
5001-10000
10001-50000
50001-100000
Greater than 100000
3,363
66.66
839,706
923
261
350
68
80
18.29
2,293,561
5.17
6.94
1.35
1.59
2,012,252
8,125,711
4,908,678
165,733,706
Total
5,045
100
183,913,614
0.46
1.25
1.09
4.42
2.67
90.11
100
OTHER INFORMATION
Waivers from NZX
During the financial year ended 31 December 2022,
the Company was not granted any waivers from
any of the NZX Listing Rules, nor did the Company
rely on any previously granted or published waiver
from the NZX Listing Rules.
Donations
In accordance with section 211(1)(h) of the
Companies Act 1993, NZME notes that the Group
made cash donations of $8,652. In addition, and
as discussed elsewhere in this Annual Report
(our Sustainability Commitment), NZME regularly
donates advertising space and other services to a
number of worthwhile charities.
Credit rating
As at the date of this Annual Report NZME does not
have a credit rating.
Direct director appointments under the
Company’s Constitution
Rule 2.4.1 of the NZX Listing Rules allows a
company to include in its Constitution a right for a
product holder to appoint a director to the Board
under certain circumstances. As at 31 December
2022, none of the Directors were appointed
pursuant to Rule 2.4.1.
48 NEW ZEALAND MEDIA AND ENTERTAINMENT
NZME LIMITED
CONSOLIDATED
FINANCIAL
STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
ANNUAL REPORT 2022 49
50 NEW ZEALAND MEDIA AND ENTERTAINMENT
CONTENTS
Directors' Statement
Consolidated Income Statement
Consolidated Statement of Comprehensive Income
Consolidated Balance Sheet
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Notes to the Consolidated Financial Statements*
1.0 Basis of Preparation
2.0 Group Performance
3.0 Operating Assets and Liabilities
4.0 Capital Management
5.0 Taxation
6.0 Group Structure and Investments in Other Entities
7.0 Related Parties
8.0 Commitments and Contingent Liabilities
9.0 Subsequent Events
Independent Auditor's Report
51
52
53
54
55
56
57
60
69
84
100
103
107
108
108
109
* The notes to the financial statements have been grouped into nine sections; aimed at grouping
items of a similar nature together. The Basis of Preparation section presents a summary of material
information and general accounting policies that are necessary to understand the basis on which these
consolidated financial statements have been prepared. Accounting policies specific to a particular note
are included in that note and are boxed for ease of reference. Significant accounting estimates and
judgments relevant to a particular note are also included in the relevant note, and are clearly marked
as such. A summary of the significant accounting estimates and judgments is also included under the
Basis of Preparation section on pages 57 to 59.
ANNUAL REPORT 2022 51
DIRECTORS’ STATEMENT
The Directors are pleased to present the consolidated financial statements of NZME
Limited (the "Company") and its subsidiaries (together the "Group") for the year ended
31 December 2022, incorporating the consolidated financial statements and the
independent auditor's report.
The Directors are responsible, on behalf of the Company, for presenting these consolidated
financial statements in accordance with applicable New Zealand legislation and generally
acceptable accounting practices in New Zealand in order to present consolidated financial
statements that present fairly, in all material respects, the financial position of the Group as
at 31 December 2022 and the results of the Group's operations and cash flows for the year
then ended.
The consolidated financial statements for the Group as presented on pages 52 to 108 are
signed on behalf of the Board of Directors, and are authorised for issue on the date below.
For and on behalf of the Board of Directors
Barbara Chapman
Chairman
Date: 21 February 2023
Carol Campbell
Director
52 NEW ZEALAND MEDIA AND ENTERTAINMENT
CONSOLIDATED INCOME
STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
Revenue
Finance and other income
Total revenue and other income
Expenses from operations before finance costs, depreciation,
amortisation
Depreciation and amortisation
Finance costs
Share of joint ventures and associates net loss after tax
Impairment of assets
Profit before income tax expense
Income tax expense
Net profit after tax
Profit for the year is attributable to:
Owners of the Company
Non-controlling interests
Note
2.1
2.1
2.1
2022
$’000
2021
$’000
355,433
348,559
10,453
17,075
365,886
365,634
2.2.1
(301,435)
(286,854)
(27,391)
(26,319)
2.2.2
2.2.3
6.2.2
2.2.4
(5,665)
(156)
-
31,239
5.1
(8,559)
(7,282)
(450)
(2,477)
42,252
(7,818)
22,680
34,434
23,383
34,645
(703)
(211)
22,680
34,434
Cents
Cents
Earnings per share attributable to the ordinary shareholders of the
Company
Basic earnings per share
Diluted earnings per share
2.3
2.3
12.09
11.69
17.54
16.93
The above Consolidated Income Statement should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT
OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
ANNUAL REPORT 2022 53
Net profit after tax
Other comprehensive income
Items that may be reclassified to profit or loss
Effective gain on hedging instruments
Reclassification to profit or loss
Net (loss) / gain on hedging instruments
Net exchange differences on translation of foreign operations
Items that will not be reclassified to profit or loss
Share of revaluation of joint ventures' and associates' assets
Other comprehensive income, net of tax
Total comprehensive income
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
Note
2022
$’000
2021
$’000
22,680
34,434
4.2
4.2
4.2
4.2
166
(199)
(33)
5
51
23
396
168
564
(17)
-
547
22,703
34,981
23,406
35,192
(703)
(211)
22,703
34,981
The above Consolidated Statement of Comprehensive Income should be read in conjunction with the
accompanying notes.
54 NEW ZEALAND MEDIA AND ENTERTAINMENT
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2022
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Derivative financial instruments
Total current assets
Non-current assets
Intangible assets
Property, plant and equipment
Right-of-use assets
Capital work in progress
Other financial assets
Equity accounted investments
Other receivables and prepayments
Derivative financial instruments
Deferred tax asset
Total non-current assets
Total assets
Current liabilities
Trade and other payables
Current lease liabilities
Current tax provision
Total current liabilities
Non-current liabilities
Non-current lease liabilities
Interest bearing liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Share capital
Reserves
Retained earnings
Total Company interest
Non-controlling interests
Total equity
Note
2022
$’000
2021
$’000
4.5
3.5
3.6
3.9
3.1
3.2
3.3
3.4
6.2.2
3.5
3.9
5.2
3.7
4.5.2
5,670
48,751
5,644
279
13,538
45,176
1,909
25
60,344
60,648
141,487
138,195
23,095
63,657
3,795
815
3,443
5,642
-
3,959
26,976
67,513
4,006
815
3,623
6,879
228
3,485
245,893
251,720
306,237
312,368
52,477
11,596
1,674
53,780
11,340
4,689
65,747
69,809
4.5.2
4.5.1
79,578
23,134
85,445
-
102,712
85,445
168,459
155,254
137,778
157,114
4.1
4.2
344,473
361,758
5,282
4,920
(211,188)
(209,478)
138,567
157,200
(789)
(86)
137,778
157,114
The above Consolidated Balance Sheet should be read in conjunction with the accompanying notes.
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
ANNUAL REPORT 2022 55
Attributable to owners of the company
Note
Share
capital
$’000
Reserves
$’000
Retained
earnings
$’000
Total
$’000
Non-
controlling
interests
$’000
Total
equity
$’000
Balance at 1 January 2021
361,758
3,485
(238,867)
126,376
125
126,501
Net profit / (loss) after tax
Other comprehensive income
Total comprehensive income /
(loss)
Dividends paid
Supplementary dividends paid
Tax credit on supplementary
dividends paid
Transfer from revaluation reserve
Share based payments expense
4.4.2
4.4.2
4.2
4.2
-
-
-
-
-
-
-
-
-
34,645
34,645
(211)
34,434
547
-
547
-
547
547
34,645
35,192
(211)
34,981
-
-
-
(671)
1,559
(5,927)
(5,927)
(678)
(678)
678
671
678
-
-
1,559
-
-
-
-
-
(5,927)
(678)
678
-
1,559
Balance at 31 December 2021
361,758
4,920
(209,478)
157,200
(86)
157,114
Balance at 1 January 2022
361,758
4,920
(209,478)
157,200
(86)
157,114
-
23,383
23,383
(703)
22,680
-
23
-
23
23,383
23,406
(703)
22,703
Net profit / (loss) after tax
Other comprehensive income
Total comprehensive income /
(loss)
Dividends paid
Supplementary dividends paid
Tax credit on supplementary
dividends paid
4.4.2
4.4.2
-
-
-
-
-
-
Repurchase of shares
4.1
(17,599)
23
23
-
-
-
-
(25,352)
(25,352)
(3,171)
(3,171)
3,171
3,171
-
(17,599)
Transfer from revaluation reserve
Share based payments expense
2019 total incentive plan ("TIP")
settlement
4.2
4.2
-
-
1,683
(259)
259
-
314
(1,085)
-
-
1,683
(771)
-
-
-
-
-
-
-
(25,352)
(3,171)
3,171
(17,599)
-
1,683
(771)
Balance at 31 December 2022
344,473
5,282
(211,188)
138,567
(789)
137,778
The above Consolidated Statement of Changes in Equity should be read in conjunction with the
accompanying notes.
56 NEW ZEALAND MEDIA AND ENTERTAINMENT
CONSOLIDATED STATEMENT
OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2022
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Government grants
Dividends received
Interest received - leases
Interest received - other
Interest paid - bank facilities
Interest paid - leases
Income taxes paid
Net cash inflows from operating activities
Cash flows from investing activities
Note
2022
$’000
2021
$’000
352,191
346,859
(301,078)
(281,074)
4,080
75
285
116
(1,242)
4.5.2
(4,890)
(12,048)
4.6
37,489
328
89
102
43
(2,100)
(5,097)
(7,308)
51,842
Payments for property, plant and equipment and intangible assets
(including work in progress)
Acquisition of BusinessDesk
Acquisition of Radio Wanaka assets
3.10
3.11
Proceeds from sale of GrabOne Limited's assets and certain liabilities
6.2.3
Proceeds from sale of property, plant and equipment
Net cash (outflows) / inflows from investing activities
Cash flows from financing activities
Proceeds from borrowings
Repayments of borrowings
Repurchase of shares
Payments for borrowing costs
Dividends paid to Company's shareholders
Payments for lease liability principal
Net cash outflows from financing activities
(10,686)
(6,505)
(2,717)
(892)
-
14
(14,281)
-
-
17,500
1,853
12,848
4.5.1
4.5.1
71,250
37,000
(47,250)
(83,000)
4.1
(17,599)
(166)
-
-
(25,352)
(5,927)
(11,959)
(10,785)
(31,076)
(62,712)
4.5.1
4.4.2
4.5.2
Net (decrease) / increase in cash and cash equivalents
Cash and cash equivalents at beginning of the year
(7,868)
13,538
Cash and cash equivalents at end of the year
4.5.1
5,670
1,978
11,560
13,538
The above Consolidated Statement of Cash Flows should be read in conjunction with the accompanying
notes.
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
ANNUAL REPORT 2022 57
1.0 BASIS OF PREPARATION
1.1
REPORTING ENTITY AND
STATUTORY BASE
NZME Limited (NZX:NZM and ASX:NZM) is a for-
profit company limited by ordinary shares which
are publicly traded on the NZX Main Board and
the Australian Securities Exchange as a Foreign
Exempt Listing. NZME Limited is incorporated and
domiciled in New Zealand. It is registered under
the Companies Act 1993 and is a FMC reporting
entity under Part 7 of the Financial Markets
Conduct Act 2013. The entity’s registered office is 2
Graham Street, Auckland, 1010, New Zealand.
NZME Limited (the "Company" or "Parent") and
its subsidiaries' (together the "Group") principal
activity during the financial year was the operation
of an integrated media and entertainment
business.
1.2 GENERAL ACCOUNTING POLICIES
These consolidated financial statements have
been prepared in accordance with New Zealand
Generally Accepted Accounting Practice
("NZ GAAP"). They comply with New Zealand
equivalents to International Financial Reporting
Standards ("NZ IFRS") and other applicable
Financial Reporting Standards, as appropriate
for for-profit entities. The consolidated financial
statements also comply with International Financial
Reporting Standards ("IFRS"). The consolidated
financial statements have also been prepared in
accordance with Part 7 of the Financial Markets
Conduct Act 2013 and the NZX Listing Rules
The Group has used non-GAAP measures which
are not prepared in accordance with NZ IFRS in
relation to the following:
•
•
total operating adjusted EBITDA (note 2.4.2);
and
net tangible assets (note 3.8).
These measures should not be viewed in isolation,
nor considered as a substitute for measures reported
in accordance with NZ IFRS. Non-GAAP financial
measures may not be comparable to similarly titled
amounts reported by other companies.
The principal accounting policies adopted in
the preparation of the consolidated financial
statements are either set out below, or in
the relevant note. These policies have been
consistently applied to all the years presented,
unless otherwise stated. These consolidated
financial statements are presented for the Group
and were approved for issue by the Board of
Directors on 21 February 2023.
1.2.1 Basis of measurement
These consolidated financial statements have been
prepared under the historical cost convention with
the exception of certain items for which specific
accounting policies are identified.
1.2.2 Prior period comparatives
Some prior period information has been reclassified
to ensure consistency with current year disclosures
and to provide more meaningful comparison. The
prior period information that has been reclassified is:
The disaggregation of revenue and other income
note (2.1) and the operating revenue and results
note (2.4.2) have been restated to reflect the
changes in segment reporting. See note 1.2.3 for
further information.
1.2.3 Disaggregation of revenue and
operating results
Historically the Group's principal activity was the
operation of an integrated media and entertainment
business with the Board and Executive Team,
considered to be the Chief Operating Decision
Maker ("CODM"), making operating decisions based
on analysis of the Group as one operating segment.
The continued digital transformation of the Group
and changes to the reporting structure has resulted
in changes to the information supplied to the
CODM following the budgeting process for 2023.
Management reporting to the Board changed
in the final quarter of the year ended
31 December 2022. The additional reporting
includes EBITDA contribution of segments now
separately reported to the Directors. This change
in reporting reflects changes in the way the Group
is now managed, and performance tracked,
with the Group comprising of three reportable
segments compared to a single reported segment
in prior years. The reporting segments are "Audio",
"Publishing" and "OneRoof". As a result the Board
has revised its reporting of revenue and operating
segments to align to this reporting structure.
58 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
The introduction of these segments has resulted
in the reclassification of some of the prior year
comparatives in the disaggregation of revenue
and other income note (note 2.1) and the operating
revenue and results note (note 2.4.2) to show the
prior year comparatives on a consistent basis with
this year's results.
In prior year's, these notes had revenue split
between print, radio and digital and e-commerce. A
summary of the reclassification is as follows:
•
•
Audio: includes revenue generated by the
Group's audio business comprising broadcast
revenue and digital advertising revenue
generated by the radio brand websites.
Broadcast revenues were previously classified
as radio revenue while the digital revenue from
the radio websites was classified as digital and
e-commerce.
Publishing: includes revenue generated by
the Group's publishing business comprising
of advertising revenue from print publications
(excluding dedicated real estate publications)
and publishing websites. The publishing
website advertising revenue was previously
classified as digital and e-commerce while the
print publication advertising was previously
classified as print revenue.
• OneRoof: comprises the revenue generated by
the oneroof.co.nz website, previously classified
as digital and e-commerce, and the real estate
print publications, previously classified as print
revenue.
The prior year’s e-commerce revenue was
generated by GrabOne Limited prior to its sale in
2021. GrabOne Limited's revenue is included in
“Other” in this year’s comparatives.
1.2.4 Foreign currency translation
Functional and presentation currency
Items included in the financial statements of each
of the Group's entities are measured using the
currency of the primary economic environment in
which the entity operates (functional currency).
The consolidated financial statements are
presented in New Zealand dollars, which is the
Company's functional and the Group's presentation
currency, and rounded to the nearest thousand,
except where otherwise stated.
1.2.5 Goods and Services Tax ("GST")
The income statement has been prepared so that
all components are stated exclusive of GST. All
items in the balance sheet are stated net of GST,
with the exception of receivables and payables,
which include GST invoiced. In the statement of
cash flows, receipts from customers and payments
to suppliers are shown exclusive of GST.
1.3
SIGNIFICANT ACCOUNTING
ESTIMATES AND JUDGEMENTS
The preparation of the consolidated financial
statements requires the use of certain significant
judgements, accounting estimates and
assumptions, including judgements, estimates
and assumptions concerning the future. The
estimates and assumptions are based on historical
experiences and other factors that are considered
to be relevant. The resulting accounting estimates
will by definition, seldom equal the related actual
results and are reviewed on an ongoing basis.
A list of those areas of significant estimation or
judgement and a reference to the notes containing
further information is provided below:
Areas of significant accounting
estimates or judgements
Note
Determination of reportable segments
2.4.1
Intangible assets with indefinite useful
lives
Assumptions used in testing for
impairment of indefinite life intangible
assets
Lease terms and discount rates used
in determining right-of-use assets and
associated lease liabilities (see note
4.5.2 for lease liabilities)
3.1
3.1.1
3.3
1.4 NEW STANDARDS AND
INTERPRETATIONS
Certain new accounting standards, amendments
to accounting standards and interpretations
have been published that are not mandatory for
31 December 2022 reporting periods and have not
been early adopted by the Group. These standards,
amendments or interpretations are not expected to
ANNUAL REPORT 2022 59
have a material impact on the Group in the current
or future reporting periods and on foreseeable
future transactions.
On 14 December 2022 the External Reporting
Board ("XRB") published its Climate-related
Disclosures standards. The Group has begun
planning how it will prepare for the necessary
climate-related disclosures and what information
and external assistance it will require. The Group
will be including climate-related disclosures
based on the three new climate standards in the
31 December 2023 Annual Report.
The Group intends to specifically review and
report on exposure to climate related risk as
required in the consolidated financial statements
for the year ended 31 December 2023. The Group's
emissions profile is not considered to be material
and it does not believe there to be any significant
financial impact for the Group from climate
change standards.
1.5 COVID-19
The global pandemic that was declared by the
World Health Organisation on 11 March 2020
continues to impact the world and New Zealand
as new variants continue to evolve. In 2022 New
Zealand has reduced the restrictions that were
imposed in response to Covid-19, re-opened its
borders to returning citizens and international
travellers as well as removing most of the mask
wearing mandates.
The risks and uncertainty faced by the Group relate
to (and are not limited to) the impact of wider
economic pressures in New Zealand and globally.
1.6 WORKING CAPITAL
As at 31 December 2022 the Group had negative
working capital of $5.4 million compared to
$9.2 million as at 31 December 2021. The Group's
level of negative working capital is primarily due to
deferred revenue of $16.3 million (31 December 2021:
$16.9 million). The Directors are satisfied that there will
be adequate cash flows generated from operating
and financing activities to meet the obligations of
the Group for at least the next 12 months.
60 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
2.0 GROUP PERFORMANCE
2.1
DISAGGREGATION OF REVENUE AND OTHER INCOME
Audio
$’000
Publishing
$’000
OneRoof
$’000
Other
$’000
Total
$’000
For the year ended 31 December 2022
Advertising
112,424
123,274
22,821
Circulation and subscription
External printing and distribution
Other
Segment revenue from integrated
media and entertainment activities
Revenue from shared services centre
Events
-
-
897
83,655
4,462
5,104
-
-
-
113,321
216,495
22,821
165
-
311
-
42
-
-
-
-
-
-
4
258,519
83,655
4,462
6,001
352,637
522
2,274
2,274
Total revenue from external customers
113,486
216,806
22,863
2,278
355,433
Other income A
Finance income
430
-
8,598
-
Total finance and other income
430
8,598
-
-
-
1,024
10,052
401
401
1,425
10,453
Total revenue and other income
113,916
225,404
22,863
3,703
365,886
A Other income includes Government grants of $4,079,668 received from the Ministry of Culture and
New Zealand On Air for the production of content, journalism training & creating greater cultural
awareness. There are no unfulfilled conditions or contingencies attaching to these grants. The Group
did not benefit directly from any other forms of Government assistance.
ANNUAL REPORT 2022 61
Audio
Reclassified
$’000
Publishing
Reclassified
$’000
OneRoof
Reclassified
$’000
Other
Reclassified
$’000
Total
$’000
For the year ended 31 December 2021
Advertising
105,426
121,082
21,376
79
247,963
Circulation and subscription
External printing and distribution
Other
Segment revenue from integrated
media and entertainment activities
Revenue from shared services centre
Events
Total revenue from external
customers
Other income A
Finance income
Total finance and other income
-
-
779
81,921
4,655
3,248
-
-
4
-
-
81,921
4,655
6,932
10,963
106,205
210,906
21,380
7,011
345,502
350
-
705
-
71
-
30
1,901
1,156
1,901
106,555
211,611
21,451
8,942
348,559
(17)
-
(17)
322
-
322
-
-
-
16,625
16,930
145
145
16,770
17,075
Total revenue and other income
106,538
211,933
21,451
25,712
365,634
A Other income includes the profit on sale of GrabOne Limited (see note 6.2.3) and Government grants
of $327,545 received from the Ministry of Culture and New Zealand On Air for the production of content,
journalism training & creating greater cultural awareness.
Accounting policies
The Group applies the following accounting
policies in relation to revenue:
Advertising
The Group operates an integrated media and
entertainment business and contracts with
customers to provide advertising on multiple
platforms across the divisions consisting of a
series of distinct services that are substantially
the same and that have the same pattern
of transfer to the customer. Advertising is
often bundled to include publishing, audio
and real estate components. In most cases
each component of the bundle is treated as
a distinct performance obligation and the
transaction price is allocated on a relative
stand-alone selling price basis. Experiential
campaigns are a type of bundling focused
on providing an experience utilising a mix of
traditional advertising mediums with bespoke
elements like competitions, product sampling,
street performances etc. These activities are
highly integrated and inter-dependent and
are therefore a single performance obligation
with revenue recognised over the period of
the campaign. These campaigns often include
elements that are provided by external parties
and the Group acts as the principal in those
instances. These campaigns are typically run
over a short period of time and are typically
completed and billed for in the same reporting
or billing period. Where the Group provides
advertising for non-cash consideration,
revenue is recognised at the fair value of the
consideration received, unless the Group
cannot reasonably estimate the fair value of the
non-cash consideration; in which case revenue
is recognised by reference to the stand-alone
selling price of the advertising promised to the
customer. When advertising is exchanged for
advertising, revenue is recognised on a gross
basis as set out above.
62 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Subscriptions
e-Commerce (GrabOne)
The Group enters into contracts with
customers to deliver a specified publication on
specified days. The performance obligation is
satisfied, and revenue is recognised, when the
publication is delivered.
Circulation
The Group enters into contracts with
customers to deliver specified publications on
specified days which the customer will on-sell
to the public. The performance obligation is
satisfied when the publication is delivered.
Certain customers have a right to return any
unsold publications which is treated as variable
consideration. Customers are required to
report unsold publications using an online
system on a weekly basis. The Group therefore
includes in the transaction price an estimate
of the unsold publications using the most
likely amount method based on the weekly
reporting from customers to the extent that it
is highly probable that a significant reversal in
the amount of cumulative revenue recognised
will not occur when the uncertainty associated
with the variable consideration is subsequently
resolved.
External printing and distribution
The Group enters into contracts with
customers to print their publications and, in
certain cases, distribute those publications
on their behalf; including maintaining a
distribution network. The printing, delivery
and maintenance of a distribution network
are distinct performance obligations. The
performance obligation to print a publication is
satisfied when those publications are printed.
Similarly, the performance obligation to deliver
a publication is satisfied when it is delivered.
The performance obligation to maintain a
distribution network is a service that is largely
the same on a monthly basis and is satisfied,
and revenue recognised, in equal increments
over the billing period.
The Group acts as an agent for merchants
selling their products or services to the public
using the GrabOne platform. The Group does
not control the product or service before
it is transferred to the purchaser. Revenue
is recognised in the amount of any fees or
commissions the Group expects to be entitled
to in exchange for arranging for the product
or service to be promoted on the GrabOne
platform.
Shared services centre
The Group provides back-office support services
to customers. These services consist of a
number of functions that are largely consistent
on a month-to-month basis. Revenue is therefore
recognised in equal increments over the billing
period.
Deferred revenue
When a customer pays for goods or services
in advance, the Group recognises a deferred
revenue liability which is reduced, and revenue
recognised, as the Group satisfies each distinct
performance obligation. The Group also
recognises a deferred revenue liability when a
customer has been invoiced for future goods or
services but the invoice is unpaid at the balance
sheet date.
Government grants
Cash received and receivable from Government
grants is recognised where there is reasonable
assurance that the grant will be received and the
group will comply with all attached conditions.
Government grants relating to costs are
deferred and recognised in "Other income" over
the period necessary to match them with the
costs that they are intended to compensate.
ANNUAL REPORT 2022 63
Significant financing component
Costs to fulfil a contract
The Group does not expect, at contract
inception, that the period between transferring
the promised goods or services from contracts
with customers and when the customer pays for
those goods and services to be more than one
year. The Group applies the practical expedient
in NZ IFRS 15 to not adjust the promised amount
of consideration it expects to receive for those
goods or services for the effects of a significant
financing component.
Incremental cost of obtaining a contract
The Group applies the practical expedient in
NZ IFRS 15 to recognise the incremental cost
of obtaining a contract (such as commission)
when incurred if the amortisation period is one
year or less. If material, the Group will recognise
an asset for any incremental cost of obtaining a
contract with a customer if the Group expects
to recover those costs and the amortisation
period is expected to be more than one year.
Those costs will be amortised on a systematic
basis that is consistent with the transfer of the
good or service to which the asset relates.
If the costs incurred in fulfilling a contract
with a customer are material and not within
the scope of another standard, the Group
recognises an asset from the costs incurred if
all of the following criteria are met:
•
•
the costs relate directly to the contract;
the costs generate or enhance resources
that the Group will use to satisfy the
performance obligations in that contract;
and
•
the costs are expected to be recovered.
Those costs will be amortised on a systematic
basis that is consistent with the transfer of the
goods or services promised in that contract.
Given the nature of the Group’s activities, this is
expected to be rare.
64 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
2.2
EXPENSES
2.2.1 Expenses from operations before finance costs,
depreciation, amortisation
Employee benefits expenses
Production and distribution expenses
Selling and marketing expenses
Rental and occupancy expenses
Travel and entertainment expenses
Repairs and maintenance expenses
Other operating expenses
Operating expenses
Costs in relation to one-off projects
Commerce Commission provision
Redundancies and associated expenses
Lease adjustments and make good costs
Total expenses from operations before finance costs,
depreciation, amortisation
2.2.2 Depreciation and amortisation
Depreciation on owned assets
Depreciation on right-of-use assets
Amortisation
Total depreciation and amortisation
2.2.3
Finance costs
Interest and finance charges on bank facilities
Interest (income) / expense on interest rate swaps
Interest expense on leases
Gain on loan modification
Fair value adjustment on interest rate swaps
Borrowing cost amortisation
Total finance costs
2.2.4
Impairment of assets
Impairment of right-of-use assets A
Impairment of property, plant and equipment B
Impairment of assets
Note
2022
$’000
2021
$’000
152,044
61,341
49,461
7,224
2,785
9,038
141,565
60,427
48,040
6,497
1,625
8,103
18,047
16,901
2.4.2
299,940
283,158
556
206
565
168
1,673
-
2,023
-
301,435
286,854
9,064
11,225
7,102
27,391
1,374
(212)
4,890
(564)
(59)
236
8,323
11,443
6,553
26,319
1,776
175
5,097
-
(15)
249
5,665
7,282
-
-
-
1,126
1,351
2,477
A The impairment of right-of-use assets relates to the Graham Street and Whangarei offices with
adjustments resulting from the sub-lease of office space in both buildings.
B The impairment to property, plant and equipment is for the portion of Graham Street building fitout
costs that relate to the area of the headlease that was sub-leased.
ANNUAL REPORT 2022 65
2022
$’000
2021
$’000
2.2.5
Fees paid to auditors
Fees paid to the Group's auditors, PricewaterhouseCoopers, consist of:
Audit or review of financial statements A
542
485
Other services
Other assurance services B
Tax services C
Other services D
Total other services
Total fees paid to auditors
-
-
18
18
560
7
8
18
33
518
A Fee for both the audit of the consolidated annual
financial statements and the independent review
of the consolidated interim financial statements.
B Compliance engagement of NZME Publishing
Limited with the Rules and Circulation Audit
Guidelines established by the Audit Bureau of
Circulations Incorporated for the year ended
31 March 2021.
2.3
EARNINGS PER SHARE ("EPS")
C Taxation services provided during 2021 on
the franked dividend declared to NZME’s
shareholders including tax considerations in PBR
application.
D Agreed upon procedures performed for monthly
market revenue benchmarking and the annual
Broadcasting Standards Authority return.
Reconciliation of earnings used in calculating basic / diluted EPS
Profit attributable to owners of the parent entity
Profit attributable to owners of the parent entity used in calculating EPS
2022
$’000
2021
$’000
23,383
23,383
34,645
34,645
2022
Number
2021
Number
Weighted average number of shares
Weighted average number of shares in the denominator in calculating basic
EPS
193,375,810
197,570,061
Adjusted for calculation of diluted EPS
6,715,262
7,126,686
Weighted average number of shares in the denominator in calculating
diluted EPS
200,091,072
204,696,747
Basic / diluted EPS
Basic EPS
Diluted EPS
2022
Cents
12.09
11.69
2021
Cents
17.54
16.93
66 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Accounting policies
Basic earnings per share
Diluted earnings per share
Basic earnings per share is determined by
dividing:
•
•
the profit or loss attributable to owners of
the Company; by
the weighted average number of ordinary
shares outstanding during the financial year,
adjusted for bonus elements in ordinary
shares issued during the financial year.
Diluted earnings per share adjusts the figures
used in the determination of basic earnings per
share by taking into account:
•
•
the after-tax effect of dividends, interest
and other changes in income or expense
associated with dilutive potential ordinary
shares; and
the weighted average number of additional
ordinary shares that would have been
outstanding assuming the conversion of all
dilutive potential ordinary shares.
2.4 SEGMENT INFORMATION
2.4.1
Determination of reportable segments
The Group operates an integrated media and
entertainment business that incorporates the sale
of advertising, goods and services generated
from the audiences attached to the Group's media
platforms.
Significant judgements: The Group has
three operating segments – being "Audio",
"Publishing" and "OneRoof". All significant
operating decisions are based upon analysis
of NZME as three operating segments.
The Executive Team and the Board of
Directors have been identified as the Chief
Operating Decision Maker. The Group’s
major products and services are split into
the three segments with revenue, income,
direct and allocated costs reported to the
Chief Operating Decision Maker on this
basis. Although the Group operates in many
different markets within New Zealand, for
management reporting purposes the Group
operates in one principal geographical area
being New Zealand as a whole. (See note
1.2.3 for further information on the change
in judgement).
The operating segments for the Group are:
• Audio - terrestrial radio stations, digital
iHeartRadio, podcasts and Radio brand
websites.
• Publishing - print publications (excluding
dedicated real estate publications) and digital
news websites including nzherald.co.nz. and
BusinessDesk.
• OneRoof - comprises oneroof.co.nz and
dedicated real estate print publications.
Operating expenses comprise those costs that are
directly attributable to each segment and allocated
costs that are allocated based on different criteria
depending on the expense type.
Revenue and expenses that are not included
in one of the three operating segments are
grouped together in Other. This grouping includes
corporate costs.
ANNUAL REPORT 2022 67
2.4.2 Operating revenue and results
The operating information provided to the Directors and the Executive Team, based on the revised
reporting segments for the year ended 31 December 2022 is as follows:
Audio
$’000
Publishing
$’000
OneRoof
$’000
Other
$’000
Total
$’000
For the year ended 31 December 2022
Revenue
Other income A
113,486
216,806
22,863
2,278
355,433
430
8,598
-
182
9,210
Operating expenses
(91,160)
(177,986)
(24,274)
(6,520)
(299,940)
Total operating adjusted EBITDAB
22,756
47,418
(1,411)
(4,060)
64,703
Audio
Reclassified
$’000
Publishing
Reclassified
$’000
OneRoof
Reclassified
$’000
OtherC
Reclassified
$’000
Total
$’000
For the year ended 31 December 2021
Revenue
Other income A
106,555
211,611
21,451
8,942
348,559
(17)
322
-
317
622
Operating expenses
(85,658)
(166,571)
(19,314)
(11,615)
(283,158)
Total operating adjusted EBITDAB
20,880
45,362
2,137
(2,356)
66,023
A Other income includes rental income of $178,506
relating to operating sub-leases of right-of-use
assets (2021: $254,952). See note 3.5.4 for the
income received from the finance sub-leases on
right-of-use assets.
B Adjusted Earnings before Interest, Tax,
Depreciation and Amortisation (Adjusted EBITDA)
from continuing operations which excludes
exceptional items, is a non-GAAP measure
that represents the Group’s total segment
result which is regularly monitored by the
Chief Operating Decision Maker. Exceptional
items are those gains, losses, income and
expense items that are not directly related to
the primary business activities of the Group
which are determined in accordance with the
NZME Exceptional Items Recognition Framework
adopted by the Board. Exceptional items include
redundancies, impairment, one-off projects and
the disposal of properties or businesses. These
items are excluded from the segment result that
is regularly reviewed by the Chief Operating
Decision Maker.
C Other includes the GrabOne Limited operating
results for the period ended 29 October 2021
comprising Other revenue of $7,010,888,
operating expenses of $3,395,927 and EBITDA
of $3,614,961 (see note 6.2.3) for additional
information on GrabOne Limited.
68 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
2.4.3
Reconciliation of operating adjusted EBITDA to net profit before income tax expense
Operating adjusted EBITDA
Finance income
Depreciation and amortisation
Finance costs
Share of joint ventures and associates net loss after tax
Exceptional items
Note
2022
$’000
2021
$’000
2.4.2
64,703
66,023
2.1
2.2.2
2.2.3
6.2.2
401
145
(27,391)
(26,319)
(5,665)
(156)
(7,282)
(450)
Reversal of impairment / (impairment) of assets A
549
(2,477)
Gain on sale of transmission site
Gain on sale of GrabOne Limited's assets and certain liabilities
Other lease adjustments
Redundancies and associated costs B
Costs in relation to one-off projects C
Net profit before income tax expense
-
-
(81)
(565)
(556)
31,239
465
15,367
476
(2,023)
(1,673)
42,252
2.2.1
2.2.1
A The reversal of impairment of assets in 2022 is
B The redundancies and associated costs relate
the reversal of previously recognised impairment
to leasehold improvements, plant and equipment
and right-of-use assets in relation to the sub-
lease of Graham Street. The 2021 expense is
for the impairment of the Graham Street assets
relating to area sub-leased and a right-of-use
asset impairment for a sub-leased portion of the
Whangarei office.
to the restructuring and integration of the
New Zealand operations.
C The 2022 costs primarily relate to the
BusinessDesk earn-out provision and to further
building costs for the Graham Street sub-lease.
2021 costs include building costs for the Graham
Street sub-lease, onerous contract costs and
costs incurred in relation to the acquisition of
BusinessDesk.
See note 3.12 for the segment assets and liabilities of the Group at 31 December 2022.
ANNUAL REPORT 2022 69
3.0 OPERATING ASSETS AND LIABILITIES
3.1
INTANGIBLE ASSETS
Significant judgements: The Directors have determined that masthead brands and brands have
indefinite lives and are therefore not amortised. Refer to the accounting policies below for further
information. The Directors have also determined that where the Group controls identifiable assets
in relation to the integration and customisation costs of SaaS arrangements these costs will
be capitalised and amortised over the life of the arrangement. Control exists where the Group
determines that the asset could be transfered to an alternative supplier without incurring substantial
additional costs.
As at 1 January 2021
Cost
Accumulated amortisation and
impairment
Net book value
For the year ended 31 December
2021
Opening net book amount
Additions
Disposals
Amortisation
Other transfers and adjustments
Transfers from capital work in progress
Net book value
As at 31 December 2021
Cost
Accumulated amortisation and
impairment
Net book value
For the year ended 31 December
2022
Opening net book amount
Additions
Amortisation
Transfers from capital work in progress
Goodwill
$’000
Software
$’000
Masthead
brands
$’000
Radio
licences
$’000
Brands
$’000
Total
$’000
-
-
-
-
-
-
-
-
-
-
-
-
-
-
66,437
146,976
78,479
59,019
350,911
(56,699)
(74,336)
(47,253)
(29,850)
(208,138)
9,738
72,640
31,226
29,169
142,773
9,738
72,640
31,226
29,169
142,773
(55)
(7)
(3,497)
(82)
1,539
-
-
-
-
-
396
-
(3,056)
-
184
-
-
-
-
-
341
(7)
(6,553)
(82)
1,723
7,636
72,640
28,750
29,169
138,195
53,909
146,976
79,059
59,019
338,963
(46,273)
(74,336)
(50,309)
(29,850)
(200,768)
7,636
72,640
28,750
29,169
138,195
7,636
72,640
28,750
29,169
138,195
2,693
121
-
-
(3,912)
6,088
-
-
-
889
603
(3,190)
-
-
-
4,306
(7,102)
6,088
Net book value
2,693
9,933
72,640
26,449
29,772
141,487
As at 31 December 2022
Cost
2,693
53,844
146,976
79,948
55,249
338,710
Accumulated amortisation and
impairment
-
(43,911)
(74,336)
(53,499)
(25,477)
(197,223)
Net book value
2,693
9,933
72,640
26,449
29,772
141,487
70 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Accounting policies
Goodwill
Goodwill represents the excess of the cost of
an acquisition over the fair value of the Group’s
share of the net identifiable assets of the
acquired business at the date of the acquisition.
Goodwill is not amortised but rather is subject
to periodic impairment testing (refer to note 3.1.1
below).
Software
Costs incurred in developing systems,
acquiring software and licences are capitalised
to software where the activities create an
intangible asset that the Group controls and
the intangible asset meets the recognition
criteria. Costs capitalised include materials,
services, payroll and payroll related costs of
employees involved in development. Costs
incurred in acquiring software or licences and
configuration and customisation of Software-as-
a-Service systems that are not capitalised, are
expensed as incurred unless they are paid to the
suppliers (or subcontractors of the supplier) of
the cloud-based software. In the latter case, the
costs paid upfront are recorded as prepayments
for services and expensed over the expected
terms of the cloud computing arrangements.
Amortisation of software assets is calculated on
a straight-line basis over the useful life of the
asset (typically 2 to 10 years).
Masthead brands
Masthead brands, being the titles, logo's and
similar items of the integrated media assets
of the Group are accounted for as identifiable
assets and are initially recognised at cost
and subsequently measured at cost less any
accumulated impairment losses. The Directors
believe the masthead brands have indefinite
lives as there is no foreseeable limit over which
they are expected to generate net cash inflows
for the Group. Accordingly, masthead brands
are not amortised but are tested for impairment
each year (refer to note 3.1.1 below).
Radio licences
Commercial radio licences are accounted for as
identifiable assets and are initially recognised
at cost. The current New Zealand radio licences
expire on 31 March 2031 and are being amortised
on a straight line basis to that date.
Brands
Brands are accounted for as identifiable
assets and are initially recognised at cost
and subsequently measured at cost less any
accumulated impairment losses. The Directors
have considered the geographic location, legal,
technical and other commercial factors likely to
impact the assets’ useful lives and consider that
they have indefinite lives. Accordingly, brands
are not amortised but are tested for impairment
each year (refer to note 3.1.1 below).
ANNUAL REPORT 2022 71
3.1.1 Year-end impairment review
Significant judgement: As disclosed in note 2.4 the Directors have determined that the Group
has three reportable segments – being "Audio", "Publishing" and "OneRoof". The Directors have
also determined that there are three cash generating units (CGU) for impairment testing because
these are the lowest level for which there are separately identifiable cash inflows which are largely
independent of the cash inflows from other assets or groups of assets. Note 3.12 contains the
allocation of the Group's assets and liabilities across the CGUs except for financing and equity
accounted investments. Those assets and liabilities that do not relate to one of the three CGUs
are grouped as "other". This note also includes details of certain key estimates and assumptions
made during the impairment testing process. The Directors should assess, at each reporting date,
whether there is any indication that an impairment loss for an asset, other than goodwill, either no
longer exists or has decreased. The Directors have determined that, while there is improvement in
the headroom since the last impairment was recognised, no reversal of the previous impairment to
masthead brands and brands is required.
The recoverable amount of a CGU is determined based
on the higher of fair value less costs to sell and value-
in-use (VIU) calculations using management forecasts.
The recoverable amount of each CGU is compared
against the carrying value of that CGU to determine
whether there has been impairment. Any impairment is
recognised immediately as an expense and in relation to
goodwill, is not subsequently reversed.
A comprehensive impairment review was conducted
at 31 December 2022. The recoverable amount of the
CGUs has been determined based on VIU. Based on
the assumptions below no impairment of indefinite
life intangible assets has been recognised in the
income statement (2021: $nil) for any of the CGUs. The
impairment review used a set of assumptions which are
considered the most appropriate for impairment testing
but are more conservative than the Group's medium
term plans.
The VIU calculations use Board approved cash flow
projections which cover a five-year period. Cash flows
beyond the five-year period are extrapolated using an
estimated terminal growth rate, which is the weighted
average growth rate used to extrapolate cash flows
beyond the forecast period. This assessment is required
to be made based on events and knowledge as at
31 December 2022.
72 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Key estimates and assumptions used for the value-in-use (VIU) of the cash
generating unit (CGU) are as follows:
2022
Audio
2022
Publishing
2022
OneRoof
2021
NZME
(single CGU)
Forecast period
FY23 -FY27
FY23 -FY27
FY23 -FY27
FY22 -FY26
Discount rate (post tax)
Terminal value decline
9.6%
-
9.6%
(1.0%)
9.6%
-
9.0%
(1.2%)
Revenue and operating cost forecasts are
prepared based on management’s current
expectations for each CGU, with consideration
given to internal information and relevant
external industry data and analysis. The
publishing segment performance is forecast
to be impacted by the forecast continuing
decline of the print advertising market as
indicated by market surveys. Management’s
assessment of cash flows and growth
assumptions for the forecast periods take
into account this uncertainty. Whilst there
are further uncertainties around forecasting
in a post Covid-19 environment with lower
business confidence and the potential impact
on revenue, it is considered that the forecast
assumptions are reasonable.
Future capex spend is estimated at historical
replacement levels, and no incremental revenue
or costs savings are assumed as a result of this
expenditure.
The discount rate represents the current market
assessment of the risks specific to each CGU,
taking into account the time value of money
and individual risks of the underlying assets
that have not been incorporated in the cash
flow estimates.
The terminal value within the VIU assessments
has been calculated using the terminal growth
rate assumptions provided in the above table.
The forecasts used in impairment testing have
been prepared by management, and approved
by the Board, for that specific purpose.
Actual results may differ materially from those
forecast or implied. The forecasts used in the
impairment assessment were prepared to
comply with the requirements of IAS 36.
The forecasts are not, and should not be
read as, a forecast of, or guidance as to, the
future financial performance and earnings of
the Group.
The forecasts used in impairment testing
require assumptions and judgements about
the future, such as discount rates, long
term growth rates, forecasted revenues and
forecasted expenses to which the model is
sensitive and which are inherently uncertain.
ANNUAL REPORT 2022 73
The key forecast assumptions for compound annual growth rates used were:
2022
Audio
2022
Publishing
2022
OneRoof
2021
NZME
(single CGU)
Print revenue
Radio revenue
Digital advertising revenue
Digital classifieds revenue
Digital subscriptions revenue
2.90%
Operating expenses
3.50%
-6.80%
-10.03%
5.20%
9.60%
0.50%
21.74%
2.50%
-4.92%
1.55%
4.47%
31.57%
12.28%
0.77%
Short term volatility may be experienced due to the
impact of external environmental and economic
conditions.
The Directors have reviewed the potential changes
to the recoverable amounts that could arise from
changes in key assumptions and concluded that, at
this time, there are no reasonably possible adverse
changes in the key assumptions that would result
in material impairment in any of the CGUs. The
Directors determined that the increase in the
headroom, since the impairment recognised as at
31 December 2019, is not directly attributable to
the brands and as a result a reversal of previously
recognised impairment of indefinite life intangible
assets has not been recognised.
The Group compares the carrying amount of net
assets with the market capitalisation value at each
balance date. The share price at 31 December 2022
was $1.15 equating to a market capitalisation of
$211.5 million. This market value excludes any
control premium and may not reflect the value
of 100% of NZME’s net assets. The carrying amount
of NZME’s net assets at 31 December 2022 was
$137.8 million ($0.75 per share).
Accounting policy
Goodwill and intangible assets that have
an indefinite useful life are not subject
to amortisation and are tested annually
for impairment and at the end of each
reporting period if there is an indication
that they may be impaired. An impairment
charge is recognised for the amount by
which the asset’s carrying amount exceeds
its recoverable amount. The recoverable
amount is the higher of an asset’s fair value
less costs to sell and value-in-use. For the
purposes of assessing impairment, assets
are grouped at the lowest levels for which
there are separately identifiable cash inflows
which are largely independent of the cash
inflows from other assets or groups of assets
(cash-generating units). Currently, the group
has three CGUs, being Audio, Publishing and
OneRoof. Non-financial intangible assets,
other than goodwill, that suffer impairment
are reviewed for possible reversal of the
impairment at each reporting date.
74 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
3.2 PROPERTY, PLANT AND EQUIPMENT
As at 1 January 2021
Cost or fair value
Accumulated depreciation and impairment
Net book value
Year ended 31 December 2021
Opening net book amount
Additions
Disposals
Depreciation
Impairment
Other adjustments
Transfers from capital work in progress
Net book value
As at 31 December 2021
Cost or fair value
Accumulated depreciation and impairment
Net book value
Year ended 31 December 2022
Freehold
landA
$’000
BuildingsA
$’000
Leasehold
improvements
$’000
Plant and
equipment
$’000
Total
$’000
265
-
265
265
-
-
-
-
-
-
67
(7)
60
60
-
-
(7)
-
-
-
14,727
339,327
354,386
(8,645)
(310,756)
(319,408)
6,082
28,571
34,978
6,082
28,571
34,978
-
(8)
(1,005)
(1,076)
(1)
140
25
(309)
25
(317)
(7,311)
(8,323)
(275)
(1,351)
61
60
1,764
1,904
265
53
4,132
22,526
26,976
265
-
265
67
(14)
53
14,854
264,070
279,256
(10,722)
(241,544)
(252,280)
4,132
22,526
26,976
Opening net book amount
265
53
4,132
22,526
26,976
Additions
Disposals
Depreciation
Reversal of impairment
Transfers from capital work in progress
Net book value
As at 31 December 2022
Cost or fair value
Accumulated depreciation and impairment
Net book value
-
-
-
-
-
265
265
-
265
-
-
3
-
-
56
67
(11)
56
-
(1)
32
(20)
32
(21)
(1,056)
(8,011)
(9,064)
312
34
80
392
4,746
4,780
3,421
19,353
23,095
14,425
254,804
269,561
(11,004)
(235,451)
(246,466)
3,421
19,353
23,095
A Freehold land and buildings are held at fair value based on Director's valuations. If land and buildings
were stated on the historical cost basis, the net book value of land would have been $214,000
(2021: $214,000) and the net book value of buildings would have been $21,784 (2021: $23,286).
The last revaluation was performed for the year ended 31 December 2015.
ANNUAL REPORT 2022 75
Accounting policies
Land is not depreciated. Depreciation on
other assets is calculated using the straight
line method to allocate their cost or revalued
amounts, net of their residual values, over their
estimated useful lives, as follows:
• Furniture and fittings
• 3 to 25 years
• Buildings
• 10 to 50 years
• Leasehold improvements
• 2.5 to 50 years
• Motor vehicles
• 5 to 10 years
• Plant & equipment
• 1.5 to 29 years
The assets’ residual values and useful lives
are reviewed and adjusted, if appropriate, at
each balance sheet date. Gains and losses
on disposals are determined by comparing
proceeds with carrying amounts and are
included in the income statement.
Land and buildings (excluding leasehold
improvements) are recorded at fair value,
based on Director's valuations, less
subsequent depreciation for buildings. At the
end of each reporting period, the directors
update their assessment of the fair value of
each property. Any accumulated depreciation
at the date of revaluation is eliminated against
the gross carrying amount of the asset and the
net amount is restated to the revalued amount
of the asset. Increases in the carrying amounts
arising on revaluation of land and buildings
are credited to revaluation reserves in equity.
To the extent that the increase reverses a
decrease previously recognised in the income
statement, the increase is first recognised
in the income statement. Decreases that
reverse previous increases of the same asset
are first charged against the revaluation
reserves directly in equity to the extent of the
remaining reserve attributable to the asset. All
other decreases are charged to the income
statement.
Plant and equipment, furniture and fittings
and motor vehicles are stated at historical
cost less depreciation. Historical cost includes
expenditure that is directly attributable to the
acquisition of the items. Subsequent costs
are included in the assets carrying amount or
recognised as a separate asset, as appropriate,
only when it is probable that future economic
benefits associated with the item will flow
to the Group and the cost of the item can
be reliably measured. All other repairs and
maintenance are charged to the income
statement during the financial period in which
they are incurred.
Impairment of assets
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.
Assets that are subject to depreciation are
tested for impairment whenever changes in
circumstances indicate that the asset’s carrying
amount may exceed its recoverable amount.
An impairment charge is recognised for the
amount by which the asset’s carrying amount
exceeds its recoverable amount. Assets that
suffer an impairment are reviewed for possible
reversal of the impairment at each balance sheet
date.
3.3 RIGHT-OF-USE ASSETS
Significant judgments: Where a discount rate is not explicit in a lease the Group determines an
applicable discount rate to use based on publicly available rates for Government Bonds, Bloomberg
corporate bond spreads and yields and New Zealand swap rates and then applies an adjustment
to these rates to apply a company specific credit risk. In determining the lease term the Group
includes any periods covered by options to extend where the Group is reasonably certain to
exercise that option.
76 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
As at 1 January 2021
Net book value
Year ended 31 December 2021
Additions
Depreciation
Impairment of right-of-use assets
Transfer to lease receivables
Changes in scope or lease terms
As at 31 December 2021
Buildings
$’000
Transmission
$’000
Vehicles
$’000
Other
$’000
Total
$’000
58,399
25,985
994
4
85,382
175
(7,411)
(1,126)
(5,898)
(653)
638
(3,359)
-
-
730
(667)
-
-
(224)
(70)
Net book value
43,486
23,040
987
Year ended 31 December 2022
Additions
Depreciation
Reversal of impairment previously
recognised
Transfer from lease receivables
2,865
-
(6,988)
(3,670)
157
775
-
-
Changes in scope or lease terms
(885)
3,899
Net book value
39,410
23,269
513
(562)
-
-
(4)
934
-
1,543
(6)
(11,443)
-
-
2
-
50
(5)
-
-
(1)
44
(1,126)
(5,898)
(945)
67,513
3,428
(11,225)
157
775
3,009
63,657
Accounting policy
The Group leases various offices, transmission
towers, vehicles and other equipment which are
all classified as operating leases.
Leases are recognised as a right-of-use asset
and a corresponding lease liability. Each
lease payment is allocated between the lease
principal and finance costs. Finance costs are
charged to profit or loss over the lease period
and the right-of-use asset is depreciated over
the shorter of the asset's useful life and the
lease term on a straight-line basis.
Assets and liabilities arising from a lease are
initially measured on a present value basis.
Lease liabilities include the net present value of
the following lease payments:
•
•
•
•
•
fixed payments (including in-substance
fixed payments), less any lease incentives
receivable:
variable lease payments that are based on
an index or a rate;
amounts expected to be payable by the
lessee under residual value guarantees;
the exercise price of a purchase option if
the lessee is reasonably certain to exercise
that option; and
payments of penalties for terminating the
lease, if the lease term reflects the lessee
exercising that option.
3.4 CAPITAL WORK IN PROGRESS
As at 1 January
Additions
Disposals
Transfers to intangible assets
Transfers to property, plant and equipment
As at 31 December
ANNUAL REPORT 2022 77
2022
$’000
4,006
10,657
-
(6,088)
(4,780)
3,795
2021
$’000
2,220
5,482
(69)
(1,723)
(1,904)
4,006
Capital work in progress is transferred to the relevant asset category once the project is completed. Capital
work in progress is not depreciated or amortised prior to being transferred to the relevant asset category.
Intangible assets not yet available for use, that are included in capital work in progress, are subject to annual
impairment tests.
3.5
TRADE AND OTHER RECEIVABLES
Trade receivables
Provision for impairment
Amounts due from related companies
Finance lease receivables
Other receivables and prepayments
Total current trade and other receivables
Movements in the provision for impairment are as follows:
Balance at beginning of the year
Provision for impairment expense
Receivables written off
Provision for impairment
Other receivables and prepayments
Finance lease receivables
Total non-current trade and other receivables
Note
7.2
3.5.4
3.5.4
2022
$’000
42,534
(516)
42,018
65
528
6,140
48,751
634
17
(135)
516
1,207
4,435
5,642
2021
$’000
38,813
(634)
38,179
9
356
6,632
45,176
717
51
(134)
634
1,101
5,778
6,879
3.5.1
Classification
3.5.2
Fair values of trade and other receivables
Trade receivables are amounts due from customers
for goods sold or services performed in the ordinary
course of business as well as receivables in relation
to goods or services to be sold or performed in the
future. Receivables and other financial assets are
classified and subsequently measured at amortised
cost on the basis of both the Group's business model
for managing the financial assets and the contractual
cash flow characteristics of the financial asset. If
collection of the amounts is expected in one year or
less they are classified as current assets. If collection
is expected to be in greater than one year they are
classified as non-current.
Due to the short-term nature of the current
receivables, their carrying amount is considered to
be the same as their fair value.
3.5.3
Impairment and risk exposure
The maximum exposure to credit risk at the
balance sheet date is the higher of the carrying
value and fair value of each receivable. The Group
does not hold any collateral as security. Refer to
note 4.7.3 for credit risk and note 4.8 for fair value
information.
78 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Accounting policy
Trade receivables are recognised initially at fair
value and subsequently measured at amortised
cost using the effective interest method, less
provision for impairment.
Receivables are monitored on an individual
basis and the Group considers the probability of
default upon initial recognition of the receivable
and throughout the period and provides for
receivables expected to be impaired. The
amount of loss is recognised in the income
statement within other expenses. When a
trade receivable is uncollectible, it is written
off against the provision account for trade
receivables. Subsequent recoveries of amounts
previously written off are credited to the income
statement against the impairment losses on
receivables.
3.5.4
Finance lease receivables
Finance lease receivables relate to the sub-leases of parts of the Graham Street and Whangarei right-of-
use assets sub-let during the financial year.
As at 1 January
Transfer (to) / from right-of-use assets
Other direct costs
Total additions for the year
Interest on lease receivables
Total lease receivables before cash payments
Rent concession
Interest received
Principal received
Net investment in lease receivables at 31 December A
Current assets
Non-current assets
Net investment in lease receivables at 31 December
2022
$’000
6,134
(775)
-
(775)
285
(490)
(29)
(285)
(367)
4,963
528
4,435
4,963
2021
$’000
-
5,898
338
6,236
102
6,338
-
(102)
(102)
6,134
356
5,778
6,134
A Make good provisions are included in material sub-leases to ensure the Group's exposure to risk is
minimised.
ANNUAL REPORT 2022 79
The table below details the Group’s contractual undiscounted cash flows for the finance lease receivable
assets to maturity.
Less than 1 year
1 to 5 years
Greater than 5 years
Total lease payments receivable
Unearned finance income
Net investment in lease receivables at 31 December
Accounting policy
When the Group acts as a lessor in sub-leasing
its right-of-use assets, it determines, at lease
commencement date, whether each lease is a
finance lease or an operating lease by assessing
whether the lease transfers to the lessee
substantially all the risks and rewards of ownership
incidental to ownership of the underlying asset.
If this is the case then the lease is a finance lease;
if not then it is an operating lease. As part of this
assessment the Group considers certain indicators
such as whether the lease is for the major part of
the economic life of the asset.
For the purposes of classifying the sub-lease
reference is to the right-of-use asset arising
from the head lease, not with reference to the
underlying asset.
Assets arising from a sub-lease are initially
measured on a present value basis and include
the following:
2022
$’000
764
2,243
3,009
6,016
(1,053)
4,963
2021
$’000
655
3,137
3,980
7,772
(1,638)
6,134
•
•
•
•
•
•
initial direct costs incurred in acquiring the
sub-lease;
fixed payments (including in-substance
fixed payments), less any lease incentives
payable;
variable lease payments that are based on
an index or a rate;
amounts expected to be receivable under
residual value guarantees;
the exercise price of a purchase option if
the lessee is reasonably certain to exercise
that option; and
payments of penalties for terminating the
lease, if the lease term reflects the lessee
exercising that option.
3.6
INVENTORIES
Inventories is predominantly the stock of newsprint held at the Ellerslie print plant and is valued at cost.
The stock of newsprint held equates to approximately 15 weeks supply. The longevity of the commodity,
and the short period of time that stock is on hand, reduces the Group's risk of holding obsolete stock.
During the year ended 31 December 2022 inventories totalling $11,167,379 were expensed through
production and distribution expenses (2021: $9,934,471).
Accounting policy
Inventories are measured at cost and are expensed, using the first in first out ("FIFO") method,
as used. All paper stock is inspected on delivery and, if damaged returned to the supplier, with
undamaged stock recorded in the stock system. Weekly stock takes are performed to ensure stock
on hand agrees to the inventory system.
80 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
3.7
TRADE AND OTHER PAYABLES
Current payables
Amounts due to related companies
Employee entitlements
Deferred revenue
Trade payables and accruals
Total current trade and other payables
Accounting policies
Note
7.2
2022
$’000
2021
$’000
-
6,009
16,335
30,133
52,477
24
5,664
16,882
31,210
53,780
Trade and other payables
Short-term incentive plans
Trade payables, including accruals not yet
billed, are recognised when the Group becomes
obliged to make future payments as a result of a
purchase of assets or services. Trade payables are
carried at amortised cost which is the fair value
of the consideration to be paid in the future for
goods and services received. Trade payables are
unsecured and are generally settled within 30 to
45 days.
Employee entitlements
Wages and salaries and annual leave
Liabilities for wages and salaries, including non-
monetary benefits and annual leave expected
to be wholly settled within 12 months from the
balance sheet date are recognised in payables
and accruals in respect of employees’ services
up to the balance sheet date and are measured
at the amounts expected to be paid when the
liabilities are settled. Amounts to be settled
more than 12 months after the balance sheet
date are recognised as a non-current payable.
Liabilities for non-accumulating sick leave
are recognised when the leave is taken and
measured at the rates paid or payable.
A liability for short-term incentives is recognised
in trade payables when there is an expectation
of settlement and at least one of the following
conditions is met:
•
•
•
there are contracted terms in the plan for
determining the amount of the benefit;
the amounts to be paid are determined
before the time of completion of the
financial statements; or
past practice gives clear evidence of the
amount of the obligation.
Liabilities for short-term incentives are
expected to be settled within 12 months and are
recognised at the amounts expected to be paid
when they are settled.
Refer to note 4.3 for disclosures relating to
share based payments and note 7.1 for key
management compensation.
Deferred revenue
The accounting policy for deferred revenue is
disclosed in note 2.1.
ANNUAL REPORT 2022 81
3.8 NET TANGIBLE ASSETS
Net tangible assets per share is a non-GAAP measure that is required to be disclosed by the NZX Listing Rules.
The calculation of the Group's net tangible assets per share and its reconciliation to the consolidated
balance sheet is presented below:
As at 31 December
Total assets
Deferred tax asset
Intangible assets
Total liabilities
Net tangible (liabilities) / assets
Minority interest
2022
$’000
2021
$’000
306,237
312,368
(3,959)
(3,485)
(141,487)
(138,195)
(168,459)
(155,254)
(7,668)
15,434
789
86
Net tangible (liabilities) / assets for the owners of the company
(6,879)
15,520
Number of shares issued (in thousands)
Net tangible (liabilities) / assets per share (in $)
3.9 DERIVATIVE FINANCIAL INSTRUMENTS
Accounting policy
For each cash flow hedge relationship, the
effective part of any gain or loss on the derivative
financial instrument is recognised directly in
other comprehensive income. Gains or losses
that are recognised in other comprehensive
income are transferred to the income statement
in the same period in which the hedged
exposure affects the income statement. The
ineffective part of any gain or loss is recognised
immediately in the income statement at the time
hedge effectiveness is tested.
183,914
197,570
($0.04)
$0.08
Hedge accounting is discontinued when
the hedging instrument expires or is sold,
terminated or exercised, or no longer qualifies
for hedge accounting. At that point in time,
any cumulative gain or loss on the hedging
instrument recognised in other comprehensive
income is kept in other comprehensive income
until the forecasted transaction occurs. If a
hedged transaction is no longer expected to
occur, the net cumulative gain or loss recognised
in other comprehensive income is immediately
transferred to the income statement.
The Group has invested $15 million
(2021: $25 million) in two (2021: four) different
interest rate swaps with maturity dates from
February 2023 to August 2023 (2021: February 2022
to August 2023) to minimise the Group's interest
rate risk. As at 31 December 2022 the Group had a
current asset of $279,485 (2021: $25,054 current
asset) and a non-current asset of $nil
(2021: $228,242 non-current asset) and has recycled
interest expense of $198,291 (2021: $168,113)
through other comprehensive income. The hedges
were ineffective from November 2021 to June 2022
resulting in $58,605 (2021: $15,789) of fair value
adjustment being recorded directly to finance costs
on the income statement.
82 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
3.10 BUSINESSDESK ACQUISITION
On 17 January 2022 the Group acquired the assets,
certain liabilities and business of BusinessDesk
from Content Limited. In addition to the cash paid
in January 2022 of $2.7 million a maximum earn-out
of $1.5 million is payable on 31 December 2023
with the exact amount payable on that date to be
determined in accordance with the terms of the sale
and purchase agreement. At 31 December 2022 the
Group has estimated the earn-out-provision that will
be paid on 31 December 2023 to be $905,000 with
half of the provision accrued at 31 December 2022.
The fair value of the provision is $413,242 and is
included in current Trade and other payables.
The purchase of BusinessDesk by the Group will
assist BusinessDesk to reach its full potential by
utilising the Group's strong digital publishing
experience, subscription growth experience and
international partnerships, and will enable the
Group to provide BusinessDesk and NZ Herald
Premium subscribers with comprehensive and
trusted business news.
The goodwill generated in the acquisition is non-
deductible for tax purposes. The following is a
summary of the purchase transaction.
Software
Goodwill
Brands
Total intangible assets
Minor assets
Deferred revenue
Employee entitlements
Total purchase price
2022
$’000
121
2,693
603
3,417
7
(647)
(53)
2,724
The goodwill of $2,692,723 arising on acquisition
is attributed to the business know-how and the
premium paid for a proven business.
The results for the Group for the year include
revenue of $3,084,970 and a net loss before tax of
$131,618 from BusinessDesk with these amounts
being $3,248,179 and $84,484 respectively if
BusinessDesk had been owned for the entire period.
3.11 RADIO WANAKA ASSET ACQUISITION
The Group acquired the assets of Radio Wanaka on
1 February 2022 for $0.9 million, with the purchase
primarily consisting of radio frequencies.
3.12 SEGMENT ASSETS AND LIABILITIES
The segment assets and liabilities of the Group are
shown in the following table. The segment assets
and liabilities are measured in the same way as in
the financial statements.
The "Other" grouping includes the deferred tax
asset and the current tax provision of the Group as
well as the assets and liabilities of the Group that
are not directly attributable to the segments or
allocated to them.
ANNUAL REPORT 2022 83
For the year ended 31 December 2022
Goodwill
Masthead brands
Brands
Non-amortising intangible assets
Other assets
Total assets
Total liabilities
Net assets
Audio
$’000
Publishing
$’000
OneRoof
$’000
Other
$’000
Total
$’000
-
-
29,169
29,169
91,749
120,918
60,948
59,970
2,693
72,640
603
75,936
91,779
167,715
96,483
71,232
-
-
-
-
10,543
10,543
7,039
3,504
-
-
-
-
2,693
72,640
29,772
105,105
7,061
201,132
7,061
306,237
3,989
168,459
3,072
137,778
Audio
Reclassified
$’000
Publishing
Reclassified
$’000
OneRoof
Reclassified
$’000
Other
Reclassified
$’000
Total
$’000
For the year ended 31 December 2021
Masthead brands
Brands
Non-amortising intangible assets
Other assets
Total assets
Total liabilities
Net assets / (liabilities)
-
72,640
29,169
29,169
-
72,640
98,016
95,446
127,185
168,086
52,564
87,694
74,621
80,392
-
-
-
9,901
9,901
5,138
4,763
-
-
-
72,640
29,169
101,809
7,196
210,559
7,196
312,368
9,858
155,254
(2,662)
157,114
84 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
4.0 CAPITAL MANAGEMENT
4.1
SHARE CAPITAL
On 4 April 2022 the Group commenced a share
buyback programme for up to 21,428,571 shares,
approximately 11% of NZME's issued share capital as
at 31 December 2021, and an aggregate purchase
price of up to $30.0 million. The shares purchased
by the Group under the programme were cancelled.
The share buyback programme ended on
16 December 2022.
2022
’000
2021
’000
2022
$’000
2021
$’000
Authorised, issued and paid up share capital
Balance at the beginning of the period
197,570
197,570
361,758
361,758
Repurchase of shares
Shares issued during the year
(14,705)
1,049
-
-
(17,599)
314
-
-
Balance at the end of the year
183,914
197,570
344,473
361,758
Accounting policy
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue
of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
On 12 July 2022 a special dividend of $9,677,877 was paid, see note 4.4.2 for details. This special dividend
was declared due to the slower than anticipated progress of the buyback programme. The total aggregate
purchase price for shares acquired by the Group, through the buyback programme, and the special dividend
paid was $27,276,393.
Note
7.1
4.2 RESERVES
Share based payments reserve
Balance at the beginning of the year
Share based payment expense
2019 TIP settlement
Balance at end of the year
Cash flow hedge reserve
Balance at the beginning of the year
Effective gain on hedging instruments
Reclassification (from) / to profit or loss
Balance at end of the year
Asset revaluation reserve
Balance at beginning of the year
Transfer to retained earnings
Balance at end of the year
Equity investments revaluation reserve
Balance at beginning of the year
Share of revaluation of joint ventures' and associates assets
6.2.2
Transfer to retained earnings
Balance at end of the year
Foreign currency translation reserve
Balance at beginning of the year
Net exchange difference on translation of foreign operations
Balance at end of the year
Total reserves
ANNUAL REPORT 2022 85
2022
$’000
3,060
1,683
(1,085)
3,658
238
166
(199)
205
51
-
51
1,271
51
(259)
1,063
300
5
305
2021
$’000
1,501
1,559
-
3,060
(326)
396
168
238
722
(671)
51
1,271
-
-
1,271
317
(17)
300
5,282
4,920
4.2.1 Nature and purpose of reserves
Share based payments reserve
The share based payments reserve is used to
recognise the fair value of the performance rights
issued but not yet vested as described in note 4.3.
Cash flow hedge reserve
The cash flow reserve is used to record unrealised
gains or losses on hedging instruments that are
recognised directly in equity. The modified fair
value method has now been applied to the interest
rate swaps and therefore no tax adjustments are
required.
Asset revaluation reserve
The asset revaluation reserve is used to record
increments and decrements on the revaluation
of non-current assets as described in note 3.2. In
the event of the sale of an asset, the revaluation
surplus is transferred to retained earnings.
Equity investments revaluation reserve
The equity investments revaluation reserve is used
to record the Group's share of increments and
decrements on the revaluation of assets owned
by its joint ventures and associates. In the event
of the sale of an asset, the revaluation surplus is
transferred to retained earnings.
Foreign currency translation reserve
Exchange differences arising on translation of any
foreign controlled entities are taken to the foreign
currency translation reserve, as described in the
basis of preparation.
86 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
4.3 SHARE BASED PAYMENTS
As at 1 January
Granted (2021 TIP) A
Granted (2022 TIP LTI component) B
Adjustment for dividends foregone C
Surrendered D
Shares issued (2019 TIP) E
Granted and awarded as at
31 December
2021 TIP (estimation) F
Average price
per right ($)
0.52
0.52
1.13
1.30
2022
Number
of rights
Average price
per right ($)
2021
Number
of rights
7,126,686
0.41
5,235,314
(7,398)
585,324
518,446
-
-
-
-
-
-
0.63
(735,561)
0.95
126,089
0.63
(1,048,583)
-
-
6,438,914
5,361,403
-
-
0.72
1,765,283
2022 TIP STI component (estimation) G
1.43
276,348
-
-
As at 31 December
0.82
6,715,262
0.52
7,126,686
A Adjustment to the number of actual rights issued
under the 2021 TIP.
B The number of performance rights granted in
respect of the 2022 TIP LTI component.
C For the 2019, 2020 and 2021 TIP schemes the
Board has approved that participants will be
entitled to additional shares, or a cash payment,
when the rights are exercised for any dividends
foregone during the period that the rights are
held. For dividends declared during the period
1 January 2022 to 31 December 2022, this
resulted in an additional 713,762 rights accrued.
In relation to the 2022 TIP the Group expects to
issue the net shares after withholding the number
of shares with a fair value equal to the monetary
value of the participants tax obligations under New
Zealand tax legislation in relation to the issue of
shares at the relevant exercise date. This reduces
the dilutive impact of the rights on the earnings per
share calculation for the Group for the year ended
D The 2022 surrendered performance rights relate to
the 2019 TIP, with participants surrendering rights
in lieu of PAYE owing on the issue of shares, and the
2022 LTI component in relation to one participant
surrendering their rights on leaving the Company.
E The rights granted under the 2019 TIP were
exercised on 30 December 2022 with 1,048,583
shares being issued. The share price at the date
of issue was $1.15.
F The number of performance rights expected to
be granted in 2022 in respect of the 2021 TIP.
G The number of performance rights expected to
be granted in 2023 in respect of the 2022 TIP STI
component.
31 December 2022. The shares that are expected
to be withheld are excluded from the rights table
above.
Participants of the 2022 TIP are not entitled to
receive any dividends paid by the Company as a
holder of rights.
ANNUAL REPORT 2022 87
Share rights outstanding at the end of the year have the following exercise date and grant date price
per right:
Grant price
per right ($)
2022
Number
of rights
2021
Number
of rights
Grant date
Plan Vesting date
Exercise date
29 March 2019
2019 TIP 31 Dec 2020
31 Dec 2022
0.55
-
1,600,566
5 March 2020
2020 TIP
31 Dec 2021
31 Dec 2023
0.36
3,979,651
3,760,837
4 December 2020
2021 TIP
31 Dec 2022
31 Dec 2024
0.71
1,208,526
1,131,675
10 December 2020
2021 TIP
31 Dec 2022
31 Dec 2024
0.66
641,825
553,845
5 November 2021
2021 TIP
31 Dec 2022
31 Dec 2024
22 April 2022
2022 TIP (STI)
1 Jan 2024
1 Jan 2024
22 April 2022
2022 TIP (LTI)
1 Jan 2025
1 Jan 2025
As at 31 December
Weighted average remaining time until rights outstanding at the end of the
period automatically convert to ordinary shares
1.25
1.43
1.43
88,739
79,763
276,348
520,173
-
-
6,715,262
7,126,686
2022
2021
14 months
24 months
4.3.1 Background
Total incentive plan for 2020 and 2021
("Original TIP")
The Original TIP was designed to align the reward
outcomes with the shareholders' interest and to
support the achievement of the Group's business
strategy and was approved by the Board on
20 December 2016. Under the Original TIP, and
at the absolute discretion of the Board, the CEO
and other executive key management personnel
were eligible to participate in the TIP. Eligible
participants had a target award opportunity,
which varied between 50% and 100% of fixed
remuneration, depending on the participant's role
and responsibilities. A new TIP opportunity was
offered at the commencement of each financial
year. The award was dependent on performance
over a one year period ("performance period")
with no opportunity for retesting. Performance
was formally evaluated after the date that the full
year financial performance was announced to the
market.
4.3.2 2021 and 2020 and TIP Schemes
Performance measures
•
Financial performance conditions (50% to
75%): Performance was measured against
earnings before interest, tax, depreciation
and amortisation ("EBITDA"). This portion was
determined based on actual EBITDA against
budgeted EBITDA on the following scale:
% of EBITDA
% of target opportunity
awarded
< 95%
0%
> 95% to 100%
> 100% to 110%
Pro-rata vesting between
25% and 100%
Pro-rata vesting between
100% and 150%
• Business Unit Goals (0% to 25%): This portion
was determined based on actual achievement
against Business Unit ("BU") Goals on the
following scale:
% of BU Goal
achieved
% of target opportunity
awarded
< 95%
25%
> 95% to 100%
> 100% to 110%
Pro-rata vesting between
25% and 100%
Pro-rata vesting between
100% and 150%
•
Individual performance conditions (25%): This
portion was determined against individual
performance conditions, as determined for
each participant. The TIP award was earned if
all of the individual performance conditions
were achieved, although the Board had
discretion to award less than a 100% of the
target for partial performance and more
than a 100% of the target for exceptional
performance.
88 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Awards under the TIP were granted to participants
following the assessment of performance. To the
extent that performance measures were met:
• 50% of awards were made in cash; and
• 50% of awards were granted in rights to acquire
fully paid ordinary shares in the Company for nil
consideration ("Rights").
The performance period for the awards was a twelve
month period commencing on 1 January of the
relevant year. Subject to remaining employed by the
Company for a further one year period following the
performance period ("service period"), rights would
vest. The vested rights cannot be exercised for a
further two years ("deferral period"). Vested rights
will automatically convert into ordinary shares for
nil consideration at the end of the deferral period
without the requirement for the participant to
exercise their rights. At the discretion of the Board,
validly exercised rights may be satisfied in cash,
rather than in shares. Participants are not entitled
to receive any dividends for the rights they hold,
but the Board may, at its sole discretion, allocate
shares or make a cash payment to participants
equal to the value of dividends that were payable
whilst holding the unvested and / or vested rights.
The Company may reduce unvested equity awards
in certain circumstances such as gross misconduct,
material misstatement or fraud. The Board may also
reduce unvested awards to recover amounts where
performance that led to payments being awarded is
later determined to have been incorrectly measured
or not sustained. Awards were normally forfeited if
a participant left before the end of the performance
period, except in limited circumstances that were
approved by the Board on a case-by-case basis. If a
participant left during the service period, the rights
that would vest would be determined on a pro-rata
basis based on when they left during the service
period. If a participant leaves during the deferral
period, no rights will be forfeited, but rights will still
only convert into ordinary shares at the end of the
deferral period.
The fair value of the rights at grant date was
estimated based on the NZME share price at that
date, being the date after the Board approved
the TIP and the terms were communicated to the
eligible participants. The number of rights awarded
are based on the Volume Weighted Average Price
(VWAP) of the Company's shares for the first 5
trading days of each performance period.
The following is a summary of the key inputs in calculating the share-based payment expense under the
2021 TIP:
• Performance period
• Service period
1 January 2021 to 31 December 2021
1 January 2022 to 31 December 2022
• Vesting period (being the performance period
1 January 2021 to 31 December 2022
and the service period)
• Deferral period
1 January 2023 to 31 December 2024
• Share price at grant date 4 December 2020
• Share price at grant date 10 December 2020
• Share price at grant date 5 November 2021
• VWAP
71 cents
66 cents
$1.25
73.7 cents
ANNUAL REPORT 2022 89
The following is a summary of the key inputs in calculating the share-based payment expense under the
2020 TIP:
• Performance period
• Service period
1 January 2020 to 31 December 2020
1 January 2021 to 31 December 2021
• Vesting period (being the performance period
1 January 2020 to 31 December 2021
and the service period)
• Deferral period
• Share price at grant date
• VWAP
1 January 2022 to 31 December 2023
36 cents
39.8 cents
It is assumed that all participating employees will remain employed with the Company until the end of the
vesting period.
4.3.3 2019 TIP
STI Performance measures
The rights owing to the participants of the 2019 TIP
were settled on 30 December 2022 with the issue
of 1,048,583 shares.
4.3.4 2022 TIP scheme
In February 2022 the Board approved an updated
framework for the Company's Total Incentive Plan
("the TIP"). The TIP is designed to align reward
outcomes with individual performance and the
performance of the Company and value creation
for shareholders over both the short and long term.
The updated TIP framework includes both a short-
term component ("STI") and a long-term incentive
("LTI"). The STI comprises 60% of the total 2022 TIP
opportunity with the LTI comprising the remaining
40%.
The STI is be based on the performance of the
Company for the financial year measured in
terms of earnings and the achievement of various
specific targets set for each individual participant
that align with the Company’s strategic goals. The
STI component includes both a cash element and a
share rights element. The cash payment is payable
following the end of the financial year period, with
share rights issued at the same time and deferred
for an additional year before they vest, subject to
continued employment over that extended period.
• A minimum EBITDA threshold to be met
before any STI awards will be payable.
•
Individual performance target payments
(60% to 130%)
% of target
% of target opportunity
awarded
< minimum target
0%
minimum up to 100%
> 100%
Pro-rata vesting between
50% and 100%
Potential of receiving 150%
Awards under the STI portion of the TIP are
granted to participants following the assessment
of performance. To the extent that performance
measures are met:
• 58.3% of awards are made in cash; and
• 41.7% of awards are granted in rights to acquire
fully paid ordinary shares in the Company for
nil consideration ("Rights").
90 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
The following is a summary of the key inputs in calculating the share-based payment expense under the
2022 TIP:
• Performance period
• Deferral period
• Vesting date of rights
• Share price at grant date
• VWAP
1 January 2022 to 31 December 2022
1 January 2023 to 31 December 2023
1 January 2024
$1.43
$1.39
It is assumed that all participating employees will
remain employed with the Company until the end of
the deferral period (unless already resigned).
LTI Performance measures
The LTI is based on a three-year performance
period commencing on 1 January 2022 with awards
subject to both earnings per share ("EPS") and total
shareholder return ("TSR") performance targets.
The long-term component comprises an issue
of share rights that may vest at the end of three
years, subject to achievement of the EPS and TSR
performance targets and continued employment by
the Company. The EPS and TSR components both
comprise equal portions of the LTI.
The Board will determine the performance of the
EPS and TSR compared to target and the Board
may adjust calculations at the relevant date to take
account of any capital reconstructions, corporate
transactions or any other circumstances which in
its opinion are appropriate in the circumstances and
consistent with the intention in respect of the LTI
performance conditions.
The allocation of rights to participants of the
scheme, for both the EPS and TSR components,
is based on the following levels of performance:
% of target
% of target opportunity
awarded
< minimum target
0%
minimum up to 100%
Pro-rata vesting between
50% and 100%
> 100%
100%
The following is a summary of the key inputs in calculating the share-based payment expense under the
2022 TIP:
• Performance period
• Vesting date of rights
• Share price at grant date
• VWAP
1 January 2022 to 31 December 2024
A date after LTI performance
conditions determined
$1.43
$1.39
ANNUAL REPORT 2022 91
Non-market vesting conditions are included in
assumptions about the number of rights that are
expected to vest. At each balance sheet date, the
Group revises its estimate of the number of rights
that are expected to become exercisable.
The performance target for the TSR component
of current and future incentive plans is a market
vesting condition which is taken into account in
calculating the grant date fair value. The fair value
reflects the likelihood of various TSR outcomes
and adjustments to unvested rights are only made
to reflect changes in the number of participants
that will meet the service condition.
The employee benefits expense recognised
each period takes into account the most recent
estimate. The impact of the revision to the original
estimates, is recognised in profit or loss with a
corresponding adjustment to equity.
4.4.2 Dividends paid and declared
Amounts recognised as distributions to equity
holders during the year.
Accounting policy
Total incentive plan ("TIP")
The fair value of rights granted under the TIP plan
is recognised as an employee benefits expense
with a corresponding increase in equity over the
vesting period, being the performance period
and the service period. The fair value is measured
at grant date and the number of rights are
determined using the volume weighted average
price of NZME's shares on the NZX over the first
5 trading days of the performance period, for
the 2020 and 2021 TIP schemes, and the first 20
consecutive NZX trading days after the release of
the Group's financial result for the preceding year
for the 2022 TIP scheme.
The fair value at grant date is determined
taking into account the share price, any market
performance conditions and any non-vesting
conditions, but excluding the impact of any
service and non-market performance vesting
conditions.
4.4 DIVIDENDS
4.4.1 Dividend policy
The Group’s dividend policy is to pay dividends
of between 30-80% (2021: 30-50%) of free
cash flow while having regard to the Company’s
capital requirements, operating performance
and financial position. The payment of dividends
is also subject to the Company being within the
leverage ratio range of 0.5 to 1 times the rolling
12 month trading EBITDA.
Final dividend for 2021, declared 21 February 2022 A
Special dividend, declared 20 June 2022 B
Interim dividend for 2022, declared 22 August 2022 C
Total dividends declared and paid during the year
Supplementary final dividend for 2021 paid
23 March 2022
Supplementary special dividend paid 12 July 2022
Supplementary interim dividend for 2022 paid
27 September 2022
5.0
5.0
3.0
0.9
0.9
0.5
2022
Cents per
share
2021
Cents per
share
2022
$’000
9,879
9,678
5,795
25,352
1,166
1,188
-
-
3.0
-
-
0.01
817
2021
$’000
-
-
5,927
5,927
-
-
678
678
Total supplementary dividends declared and paid
3,171
Proposed final dividend for the year ended
31 December 2022
6.0
5.0
11,035
9,879
A Dividend was fully franked.
C Dividend was not franked, see note 4.4.3
B Dividend was partially franked.
for details.
92 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Supplementary dividends were paid to registered
shareholders who were not tax residents in New
Zealand and who held less than 10% of the shares
in the Company at the record date for the related
distribution.
The proposed dividend, declared by the Board of
Directors on 21 February 2023, is to be paid on
22 March 2023 to registered shareholders as at
10 March 2023.
4.4.3 Franking and imputation credits
The dividends declared and paid were approved by
the Directors to be paid out of profits from NZME
Limited, as a standalone legal entity, which had
been specifically earmarked as being available for
the declaration of the dividend and had not been
appropriated or earmarked for other purposes.
2022
$’000
2021
$’000
Imputation credits available for subsequent reporting periods based on the
New Zealand 28% tax rate for the Group
NZ$ 24,211
NZ$ 25,047
Franking credits available to the Company for subsequent reporting periods
based on the Australian 30% tax rate for the Group
$ - A
A$ 6,700A
A Following the payment of the special dividend on 12 July 2022, there are no further franking credits
available and the Company does not expect to frank any further dividends. At 31 December 2021, there
were A$6,699,711 available for use by the Company.
4.5
INTEREST BEARING LIABILITIES
The following table details the Group’s combined net debt at 31 December 2022.
The movements in these balances during the year are provided in notes 4.5.1 Secured bank loans and 4.5.2
Lease liabilities.
Bank loans
Cash and cash equivalents
Net bank debt / (cash)
Lease liabilities
Net debt at 31 December
2022
$’000
23,134
2021
$’000
-
(5,670)
(13,538)
17,464
(13,538)
91,174
108,638
96,785
83,247
ANNUAL REPORT 2022 93
2022
$’000
2021
$’000
-
45,379
24,000
(46,000)
(166)
236
(564)
(372)
23,134
-
249
-
372
-
(13,538)
(11,560)
7,868
(1,978)
(5,670)
(13,538)
17,464
(13,538)
4.5.1 Secured bank loans
Bank loans
As at 1 January
Net cash flows
Capitalised borrowing costs
Amortisation of borrowing costs
Gain on loan modification
Reclassification of unamortised borrowing costs (from) / to prepayments
As at 31 December
Cash and cash equivalents
As at 1 January
Cash flows
As at 31 December
Net bank debt / (cash)
Capitalised borrowing costs of $302,331 are
included in the secured bank loans balance at
31 December 2022. At 31 December 2021 capitalised
borrowing costs of $372,761 were reclassified as
current prepayments ($248,507) and non-current
prepayments ($124,254). Capitalised borrowing
costs are the costs incurred on acquiring the loan
less accumulated amortisation to
31 December 2022 with the costs being amortised
over the period of the loan.
The Group is funded from a combination of its own
cash reserves and NZ$50 million bilateral bank loan
facilities, which NZME refinanced on 21 November
2018, 22 July 2020 and 9 December 2022, of
which $24.0 million (2021: $nil million) is drawn
and $26.0 million (2021: $50 million) is undrawn
as at 31 December 2022. This facility expires on
31 January 2026.
The interest rate for the drawn facility is the BKBM
plus credit margin.
The NZME bilateral facilities contain undertakings
which are customary for facilities of this nature
including, but not limited to, provision of
information, negative pledge and restrictions on
priority indebtedness and disposals of assets. The
assets of the Group are collateral for the interest
bearing liability.
In addition, the Group must comply with financial
covenants (a net debt to EBITDA ratio and an EBITDA
to net interest expense ratio) for each 12 month
period ending on 31 March, 30 June, 30 September
and 31 December. The Group has complied with
these covenants throughout the reporting period.
94 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Accounting policy
Borrowings are initially recognised at fair value less
attributable transaction costs and subsequently
measured at amortised cost. Any difference
between cost and redemption value is recognised
in the income statement over the period of the
borrowing on an effective interest basis.
Costs incurred in connection with the
arrangement of borrowings are deferred and
amortised over the period of the borrowing.
These costs are netted off against the carrying
value of borrowings in the balance sheet.
4.5.2 Lease liabilities
As at 1 January
Current lease liabilities
Non-current lease liabilities
Total lease liabilities
Interest on lease liabilities
New leases
Rent concessions
Changes in scope, lease terms and other adjustments
Total lease liabilities before cash payments
Interest paid on leases
Principal payments
Total cash payments
Total lease liabilities at 31 December
Current lease liabilities
Non-current lease liabilities
Total lease liabilities at 31 December
2022
$’000
2021
$’000
11,340
85,445
10,931
96,521
96,785
107,452
4,890
3,428
-
2,920
108,023
(4,890)
5,097
1,538
(361)
(1,059)
112,667
(5,097)
(11,959)
(10,785)
(16,849)
(15,882)
91,174
11,596
79,578
91,174
96,785
11,340
85,445
96,785
ANNUAL REPORT 2022 95
4.6 CASH FLOW INFORMATION
Reconciliation of net cash inflows from operating activities to profit
for the year:
Profit for the year
Depreciation and amortisation expense
Borrowing cost amortisation
Fair value movement on over hedged swaps
Gain on loan modification
Change in current / deferred tax payable
Note
2022
$’000
2021
$’000
22,680
34,434
27,391
26,319
236
(59)
(564)
(3,489)
249
(15)
-
510
Net loss / (gain) on sale of non-current assets
7
(15,809)
Group's share of retained losses in joint ventures and associates
Lease adjustments
(Impairment reversal) / impairment of property plant and equipment
(Impairment reversal) / impairment of right-of-use asset
Share based payment expense
BusinessDesk earn-out provision
3.10
Changes in assets and liabilities net of effect of acquisitions:
Trade and other receivables
Inventories
Prepayments
Trade and other payables and employee entitlements
Net cash inflows from operating activities
231
(58)
(392)
(157)
1,683
413
(3,109)
(3,735)
(198)
(3,391)
37,489
539
(476)
1,351
1,126
1,559
-
(503)
(429)
182
2,805
51,842
Accounting policy
For the purposes of presentation on the statement of cash flows, cash and cash equivalents includes
cash on hand and short term deposits held at call with finance institutions, net of bank overdrafts.
96 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
4.7
FINANCIAL RISK MANAGEMENT
4.7.2 Market risk
4.7.1 Capital and risk management
Cash flow and fair value interest rate risk
The Group's objectives when managing capital are
to:
•
safeguard their ability to continue as a going
concern, so that they can continue to provide
returns for shareholders and benefits for other
stakeholders; and
Long term borrowings issued at variable rates
expose the Group to cash flow interest rate risk.
Borrowings issued at fixed interest rates expose
the Group to fair value interest rate risk. The
Group has undertaken hedging transactions
to mitigate this risk (note 3.9). Current interest
bearing debt is fixed for 30 days on a rolling basis.
• maintain an optimal capital structure to reduce
the cost of capital.
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 sell assets to reduce debt.
Refer to note 4.5 for undrawn facilities to which
the Group has access to as well as the net debt
calculation that is used by the group to manage
capital requirements.
The Group’s activities expose it to a variety of
financial risks:
• market risk, including interest rate risk and
price risk;
•
•
credit risk; and
liquidity risk.
The Group’s overall risk management programme
focuses on the unpredictability of financial markets
and seeks to minimise potential adverse effects
on the financial performance of the Group. The
Group uses different methods to measure different
types of risk to which it is exposed. These methods
include sensitivity analysis in the case of interest
rate and ageing analysis for credit risk.
Financial risk management is carried out by the
Group Treasury function. The Group Treasury
function meet regularly with the Group CFO to
cover specific areas, such as interest rate risk and
credit risk, use of derivative financial instruments
and non-derivative financial instruments, and
investment of excess liquidity. Due to the Group's
limited operations in foreign jurisdictions,
the Group does not have a significant foreign
exchange exposure.
NZME’s interest rate risk is managed with interest
rate derivatives. Hedge accounting is applied
to derivatives that are effective in offsetting the
changes in fair value or cash flows of the hedged
items. The hedge relationship is documented
and the effectiveness of such hedges is tested at
regular intervals, at least on a semi-annual basis.
Based on the outstanding net floating debt at
31 December 2022 a change in interest rates of
+/-1% per annum with all other variables being
constant would have impacted post-tax profit
and equity by $0.2 million lower / higher. The
Company had no debt at 31 December 2021 and
therefore no sensitivity analysis on changes in
interest rates was performed.
Price risk
The Group is not exposed to significant price
risk. There is some risk associated with other
financial assets however this is not deemed to be
significant.
4.7.3 Credit risk
Credit risk is managed on a Group basis. Credit
risk arises from cash and cash equivalents and
deposits with banks and financial institutions, as
well as credit exposures to wholesale and retail
customers, including outstanding receivables and
committed transactions. For banks and financial
institutions, the creditworthiness is assessed prior
to entering into arrangements and approved by
the Board. For other customers, NZME's credit
control department assesses the credit quality,
taking into account financial position, past
experience and other factors. The utilisation
of credit limits is regularly monitored and the
Group does not normally obtain collateral from its
customers.
ANNUAL REPORT 2022 97
The table below sets out additional information about the credit quality of trade receivables net of the
provision for impairment.
31 December 2022
Expected loss rate
Trade receivables
Impaired receivables
31 December 2021
Expected loss rate
Trade receivables
Impaired receivables
Current
$’000
Less than
one month
$’000
0.1%
29,924
(39)
0.7%
8,264
(60)
29,885
8,204
Current
$’000
Less than
one month
$’000
0.3%
29,464
(103)
29,361
1.4%
5,828
(81)
5,747
Trade receivables are generally settled within
30 to 45 days. The Directors consider the carrying
amount of trade receivables approximates to their
net fair value. Trade receivables are monitored on
an individual basis and the Company considers the
probability of default upon initial recognition of
the trade receivable and throughout the year and
provides for trade receivables considered to be
impaired.
As of 31 December 2022, trade receivables of
$3,929,000 (2021: $3,071,000) were past due but
not impaired.
The maximum exposure to credit risk at
31 December 2022 is equal to the carrying amount
of cash and cash equivalents and trade and other
receivables. The Group is not exposed to any
concentrations of credit risk within cash and cash
equivalents or trade and other receivables.
Credit risk further arises in relation to financial
guarantees given to certain parties from time
to time.
Past due
Three to
six months
$’000
Over six
months
$’000
Total
$’000
8.7%
1,339
(117)
1,222
22.9%
1,134
42,534
(260)
(516)
874
42,018
Past due
Three to
six months
$’000
Over six
months
$’000
Total
$’000
25.9%
13.4%
580
(150)
430
1,425
38,813
(191)
(634)
1,234
38,179
One to
three
months
$’000
2.1%
1,873
(40)
1,833
One to
three
months
$’000
7.2%
1,516
(109)
1,407
4.7.4 Liquidity risk
Prudent liquidity risk management implies
maintaining sufficient cash and marketable
securities, the availability of funding through an
adequate amount of committed credit facilities
and the ability to close out market positions. Due
to the dynamic nature of the underlying business,
Group Treasury aims at maintaining flexibility
in funding by keeping committed credit lines
available. Management monitors rolling forecasts
of the Group’s liquidity reserve on the basis of
expected cash flows.
The tables below analyse the Group’s financial
liabilities including interest to maturity into relevant
maturity groupings based on the remaining period
at the balance sheet date to the contractual
maturity date. The amounts disclosed in the tables
are the contractual undiscounted cash flows.
98 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
31 December 2022
Trade payables and accruals
Lease liabilities
Bank loans
Total
31 December 2021
Trade payables and accruals
Lease liabilities
Total
Less than
one year
$’000
Between
one and two
years
$’000
Between
two and five
years
$’000
Over
five years
$’000
Total
cash flows
$’000
30,133
15,992
2,160
-
-
-
30,133
14,932
42,124
36,950
109,998
2,160
26,160
-
30,480
48,285
17,092
68,284
36,950
170,611
31,210
15,954
-
-
-
31,210
15,006
40,845
46,733
118,538
47,164
15,006
40,845
46,733
149,748
4.8
FAIR VALUE MEASUREMENT
4.8.1 Fair value hierarchy
The Group measures and recognises the following
assets and liabilities at fair value on a recurring
basis:
NZ IFRS 13 requires disclosure of fair value
measurements by level of the following fair value
measurement hierarchy:
•
•
Financial assets at fair value through profit
or loss (FVTPL);
Land and buildings (excluding leasehold
improvements).
•
•
•
Level 1: quoted prices (unadjusted) in active
markets for identical assets or liabilities;
Level 2: inputs other than quoted prices
included within level 1 that are observable
for the asset or liability, either directly or
indirectly; and
Level 3: inputs for the asset or liability that
are not based on observable market data
(unobservable inputs).
4.8.2 Recognised fair value measurements
Recurring fair value measurements
Financial assets (Level 2)
Derivative financial instruments: current assets
Derivative financial instruments: non-current assets
Financial assets (Level 3)
ANNUAL REPORT 2022 99
Note
2022
$’000
2021
$’000
3.9
3.9
279
-
25
228
There are no financial assets carried at fair value. Other financial assets
of $815,000 A (2021: $815,000) are measured at amortised cost and
therefore have been excluded from this table.
Total financial assets
Non-financial assets (Level 3)
Freehold land
Buildings (excluding leasehold improvements)
Total non-financial assets
3.2
3.2
279
253
265
56
321
265
53
318
A Other financial assets comprise of a loan to Event Finda NZ Ltd. The loan is interest bearing and is
repayable under certain conditions.
All fair value measurements referred to above are in
either level 2 or level 3 of the fair value hierarchy and
there were no transfers between levels. The Group’s
policy is to recognise transfers between fair value
hierarchy levels as at the end of the year.
4.8.3 Disclosed fair values
The Group also has a number of assets and liabilities
which are not measured at fair value but for which
fair values are disclosed in these notes.
The carrying amounts of current trade receivables
and payables are assumed to approximate their fair
values due to their short-term nature.
The fair value of the non-current trade receivables
are assumed to approximate their carrying values as
the balances comprise of prepayments in relation
to cash already received by the Group and lease
receivables where the carrying value has been
calculated based on net present values of future
cash inflows.
The fair value of interest bearing liabilities disclosed
in note 4.5 is estimated by discounting the future
contractual cash flows at the current market
interest rates that are available to the Group for
similar financial instruments. For the year ended
31 December 2022, the borrowing rates were
determined to be between 3.8% and 7.2%
(2021: between 3.0% and 3.6%), depending on the
type of borrowing. The fair value of borrowings
approximates the carrying amount, as the impact
of discounting is not significant (level 2).
4.8.4 Valuation techniques used to derive
at level 2 and 3 fair values
Recurring fair value measurements
The fair value of financial instruments that are not
traded in an active market is determined using
valuation techniques. These valuation techniques
maximise the use of observable market data where
it is available and rely as little as possible on entity
specific estimates. If all significant inputs required
to fair value an instrument are observable, the
instrument is included in level 2.
If one or more of the significant inputs is not based
on observable market data, the instrument is
included in level 3.
The Group uses Director valuation for its freehold
land and buildings less subsequent depreciation for
buildings, to ensure that the carrying value of the
assets is materially consistent with their fair value.
The land and buildings owned by the Group are
transmission sites and associated buildings, and as
such are specialised and have limited saleability.
The best evidence of fair value is current prices in
an active market for similar properties; however,
these are not readily available for such specialised
sites in such locations. The Directors believe that the
current carrying value of the assets equates to their
fair value given the nature and location of the assets.
All resulting fair value estimates for properties are
included as level 3.
100 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
5.0 TAXATION
5.1
INCOME TAX EXPENSE
Reported income tax expense comprises:
Current tax expense
Deferred tax benefit
Over provision in prior years
Income tax expense
Income tax expense differs from the amount prima facie payable as follows:
Profit before income tax expense
Prima facie income tax at 28%
Non-assessable asset sales and exempt distribution receipts
Non-assessable loss from equity accounting of investments
in joint ventures and associates
Non-deductible expenses
Over provision in prior years
Income tax expense
2022
$’000
2021
$’000
9,055
(475)
(21)
8,559
9,416
(1,573)
(25)
7,818
31,239
42,252
8,747
(363)
43
153
(21)
11,831
(4,446)
126
332
(25)
8,559
7,818
ANNUAL REPORT 2022 101
Opening
Balance
$’000
Recognised
in income
$’000
Other
movements
$’000
Closing
Balance
$’000
729
201
168
(381)
348
427
421
293
(23)
184
37
156
490
436
(2)
1,020
-
1
-
-
-
-
178
353
(344)
504
917
857
1,913
1,573
(1)
3,485
1,020
178
353
(344)
504
917
857
-
3,485
337
(33)
(375)
37
428
70
167
(157)
474
-
-
-
-
-
-
-
-
-
1,357
145
(22)
(307)
932
987
1,024
(157)
3,959
5.2 DEFERRED TAX
Deferred tax assets and liabilities are attributable to:
2021
Employee entitlements
Provision for impairment
Accruals / restructuring
Intangible assets
Property, plant and equipment
Leases
Share schemes
2022
Employee entitlements
Provision for impairment
Accruals / restructuring
Intangible assets
Property, plant and equipment
Leases
Share schemes
Other
There are unrecognised tax losses of $1,860,736 (A$1,744,812) (2021: $1,852,045 (A$1,744,812)) in an
Australian subsidiary of the Company which have not been recognised as there is uncertainty as to their
future recoverability. The deferred tax asset on these losses was not offset against the deferred tax liabilities
of the rest of the Group because they are levied by a different tax authority.
102 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Accounting policies
The tax expense for the year comprises
current and deferred tax. Tax is recognised in
the income statement, except to the extent
that it relates to items recognised in other
comprehensive income or directly in equity.
In this case the tax is also recognised in other
comprehensive income or directly in equity,
respectively.
The current income tax charge is calculated
on the basis of the tax laws enacted or
substantively enacted at the balance sheet
date in the countries where the company and
its subsidiaries operate and generate taxable
income. Management periodically evaluates
positions taken in tax returns with respect to
situations in which applicable tax regulation is
subject to interpretation. It establishes provision
where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred tax is recognised, using the liability
method, on temporary differences arising
between the tax bases of assets and liabilities
and their carrying amounts in the consolidated
financial statements. However, deferred tax
liabilities are not recognised if they arise from
the initial recognition of goodwill; deferred
income tax is not accounted for if it arises from
initial recognition of an asset or liability in a
transaction other than a business combination
that at the time of the transaction affects neither
accounting nor taxable profit or loss. Deferred
income tax is determined using tax rates (and
laws) that have been enacted or substantially
enacted by the balance sheet date and are
expected to apply when the related deferred
income tax asset is realised or the deferred
income tax liability is settled.
Deferred income tax assets are recognised
only to the extent that it is probable that future
taxable profit will be available against which the
temporary differences can be utilised.
Deferred income tax is provided on temporary
differences arising on investments in subsidiaries
and associates, except for deferred income tax
liability where the timing of the reversal of the
temporary difference is controlled by the Group
and it is probable that the temporary difference
will not reverse in the foreseeable future.
Deferred income tax assets and liabilities are
offset when there is a legally enforceable right
to offset current tax assets against current tax
liabilities and when the deferred income tax
assets and liabilities relate to income taxes levied
by the same taxation authority on either the
same taxable entity or different taxable entities
where there is an intention to settle the balances
on a net basis.
ANNUAL REPORT 2022 103
6.0 GROUP STRUCTURE AND INVESTMENTS IN OTHER ENTITIES
6.1
CONTROLLED ENTITIES
The consolidated financial statements incorporate the assets, liabilities and results of the subsidiaries
listed below. Unless otherwise stated, they have share capital consisting solely of ordinary shares that are
held directly by the Group, and the proportion of ownership interest held equals the voting rights held by
the Group. All entities are incorporated in, and operate in, New Zealand unless otherwise stated. There
were no changes in control during the years ended 31 December 2021 and 31 December 2022.
Name of entity
NZME Advisory Limited
NZME Australia Pty Limited A
NZME Educational Media Limited
NZME Holdings Limited
NZME Investments Limited
NZME Print Limited
NZME Publishing Limited
NZME Radio Investments Limited
NZME Radio Limited B
NZME Specialist Limited
The Hive Online Limited
New Zealand Radio Network Limited
The Radio Bureau Limited
OneRoof Limited
2022
Ownership
interest
2021
Ownership
interest
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
80%
A Incorporated in, and operates in, Australia.
B One "Kiwi Share" held by the Minister of Finance. The rights and obligations are set out in the NZME
Radio constitution.
104 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
Accounting policy
The Group controls an entity when the Group is
exposed to, or has rights to, variable returns from
its involvement with the entity and has the ability
to affect those returns through its power to direct
the activities of the entity. Subsidiaries are fully
consolidated from the date on which control is
transferred to the Group. They are de-consolidated
from the date that control ceases. The acquisition
method of accounting is used to account for
business combinations by the Group.
Intercompany transactions, balances and
unrealised gains on transactions between Group
companies are eliminated. Accounting policies of
subsidiaries have been changed where necessary
to ensure consistency with the policies adopted by
the Group. Non-controlling interests in the results
and equity of subsidiaries are shown separately in
the consolidated income statement, statement of
comprehensive income, statement of changes in
equity and balance sheet respectively.
6.2
INTERESTS IN OTHER ENTITIES
6.2.1 Associates, joint ventures and joint operations
The Group has the following associates, joint ventures and joint operations:
Name of entity
Eveve New Zealand Limited A
New Zealand Press Association Limited A
Restaurant Hub Limited A
The Beacon Printing & Publishing Company Limited A
The Gisborne Herald Company Limited A
The Wairoa Star Limited A
The Radio Bureau B
2022
Ownership
interest
2021
Ownership
interest
40%
40%
38.82%
38.82%
38%
21%
49%
38%
21%
49%
40.41%
40.41%
50%
50%
A These entities are classified as joint ventures or associates and are accounted for using the equity
method in the consolidated financial statements.
B The Radio Bureau is classified as a joint operation and the Group has included its direct right to the
assets, liabilities, revenues and expenses of joint operations and its share of any jointly held or incurred
assets, liabilities, revenues and expenses in these consolidated financial statements.
ANNUAL REPORT 2022 105
Accounting policies
Associates
Equity method of accounting
Associates are all entities over which the Group
has significant influence but not control or joint
control. Interests in associates are accounted
for in the consolidated financial statements
using the equity method (see below), after
initially being recognised at cost. The Group’s
investment in associates includes goodwill (net of
any accumulated impairment loss) identified on
acquisition.
Joint arrangements
Under IFRS 11: Joint Arrangements investments
in joint arrangements are classified as either joint
operations or joint ventures. The classification
depends on the contractual rights and
obligations of each investor, rather than the legal
structure of the joint arrangement.
The Group recognises its direct right to the
assets, liabilities, revenues and expenses of
joint operations and its share of any jointly held
or incurred assets, liabilities, revenues and
expenses. These have been incorporated in the
consolidated financial statements under the
appropriate headings.
The Group's interests in joint ventures are
accounted for using the equity method (see
below) after initially being recognised at cost in
the consolidated balance sheet.
Under the equity method of accounting, the
investments are initially recognised at cost and
adjusted thereafter to recognise the Group’s share
of the post-acquisition profits or losses of the
investee in profit or loss, and the Group’s share
of movements in other comprehensive income
of the investee in other comprehensive income.
Dividends received or receivable from associates
and joint ventures are recognised as a reduction in
the carrying amount of the investment.
When the Group’s share of losses in an equity-
accounted investment equals or exceeds
its interest in the entity, including any other
unsecured long-term receivables, the Group does
not recognise further losses, unless it has incurred
obligations or made payments on behalf of the
other entity.
Unrealised gains on transactions between the
Group and its associates and joint ventures
are eliminated to the extent of the Group’s
interest in these entities. Unrealised losses
are also eliminated unless the transaction
provides evidence of an impairment of the
asset transferred. Accounting policies of equity
accounted investees have been changed where
necessary to ensure consistency with the policies
adopted by the Group.
The carrying amount of equity-accounted
investments is tested for impairment whenever
events or changes in circumstances indicate that
the carrying amount may not be recoverable.
6.2.2 Equity accounted investments
As at 1 January
Share of operating losses
Dividends received
Asset revaluation (Wairoa Star)
As at 31 December
2022
$’000
3,623
(156)
(75)
51
2021
$’000
4,162
(450)
(89)
-
3,443
3,623
The equity accounted investments are not considered to be material to the Group's operations or results
and therefore no disclosures of the summarised financial information for these investments have been
made.
106 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
6.2.3 GrabOne Limited
GrabOne Limited's business, assets and certain
liabilities were sold to Global Market Place in
October 2021 for $17.5 million resulting in a gain
on sale of $15.4 million. GrabOne Limited was not
considered to be a significant component of the
Group, or separate major line of business, and
was therefore not a discontinued operation. The
Group is responsible for settling the outstanding
merchant liabilities as at 29 October 2021 which
were $3.9 million, and at 31 December 2022 these
outstanding merchant liabilities were $31,196
(2021:$1.1 million) and are included in trade and
other payables on the balance sheet.
The Income statement for GrabOne Limited for the
period ended 29 October 2021 is given below:
Revenue
Other income
Expenses from operations before finance costs, depreciation and amortisation
Profit before income tax expense
Income tax expense
Profit after tax
Operating EBITDA of GrabOne Limited for the period ended 29 October 2021 is given below:
Revenue
Operating expenses
Total operating adjusted EBITDA
2021
$’000
7,030
15,367
(3,396)
19,001
(1,173)
17,828
2021
$’000
7,011
(3,396)
3,615
ANNUAL REPORT 2022 107
Note
2022
$’000
2021
$’000
6,112
6,598
-
212
1,683
8,007
306
56
1,559
8,519
7.0 RELATED PARTIES
7.1
KEY MANAGEMENT COMPENSATION
Total remuneration for Directors and other key
management personnel:
Short term benefits
Termination benefits
Dividends (relating to shares held in the Company during the year)
Share-based payments
4.2
The table above includes remuneration of the Board of Directors and the Executive Team, including
amounts paid to members of the Executive Team who left during the year. Where a staff member was
acting in a position on the Executive Team, that portion of their remuneration has been included in the
table above.
7.2 OTHER TRANSACTIONS WITH RELATED PARTIES
The following table details the year end balances between the Group and its associates.
Balances with associates
Receivables
Payables
2022
$’000
2021
$’000
65
-
9
(24)
The following table details the transactions between the Group and its associates during the year.
Transactions with associates
Advertising revenue earned
Services provided by the Group
Paper usage reimbursed
Services received by the Group
2022
$’000
2021
$’000
25
98
46
(19)
13
91
1
(10)
108 NEW ZEALAND MEDIA AND ENTERTAINMENT
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
CONTINUED
8.0 COMMITMENTS AND
9.0 SUBSEQUENT EVENTS
Subsequent to the reporting period several
regions across New Zealand have been impacted
by significant weather events. The Group's
operations have been impacted with temporary
disruption to radio broadcasts and the delivery of
print publications in some areas. As at the date
these financial statements were signed it was not
possible to make a reliable estimate of the financial
impact resulting from these events.
The Directors are not aware of any other material
events subsequent to the balance sheet date.
CONTINGENT LIABILITIES
The Group is subject to litigation incidental to the
business, none of which is expected to be material.
The consolidated financial statements include
a provision of $206,000 in relation to the court
proceedings filed against NZME Advisory Limited
(as a subsidiary of NZME, and formerly called
GrabOne Limited) by the Commerce Commission
on 15 December 2022. The provision is an estimate
of total costs that the Group believes will be
incurred in relation to the proceedings with any
potential fines and costs covered by insurance.
An equal amount has been recorded as other
income that will be receivable from the accepted
insurance claim.
No other provisions have been made in the
consolidated financial statements in relation
to the Group's other current litigation and the
Directors believe that such litigation will not have a
significant effect on the Group's financial position,
results of operations or cash flows.
ANNUAL REPORT 2022 109
Independent auditor’s report
To the shareholders of NZME Limited
Our opinion
In our opinion, the accompanying consolidated financial statements of NZME Limited (the Company),
including its subsidiaries (the Group), present fairly, in all material respects, the financial position of the
Group as at 31 December 2022, its financial performance and its cash flows for the year then ended in
accordance with New Zealand Equivalents to International Financial Reporting Standards (NZ IFRS)
and International Financial Reporting Standards (IFRS).
What we have audited
The Group's consolidated financial statements comprise:
● the consolidated balance sheet as at 31 December 2022;
● the consolidated income statement for the year then ended;
● the consolidated statement of comprehensive income for the year then ended;
● the consolidated statement of changes in equity for the year then ended;
● the consolidated statement of cash flows for the year then ended; and
● the notes to the consolidated financial statements, which include significant accounting policies
and other explanatory information.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand) (ISAs
(NZ)) and International Standards on Auditing (ISAs). Our responsibilities under those standards are
further described in the Auditor’s responsibilities for the audit of the consolidated financial statements
section of our report.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our opinion.
Independence
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) (PES 1) issued by the New Zealand Auditing and Assurance Standards Board and the
International Code of Ethics for Professional Accountants (including International Independence
Standards) issued by the International Ethics Standards Board for Accountants (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with these requirements.
Our firm carries out other services for the Group in the areas of agreed upon procedures relating to the
benchmarking of market revenue data and agreed upon procedures relating to the Group's return to
the Broadcasting Standards Authority. In addition, our firm, its partners and employees may deal with
the Company on normal terms within the ordinary course of trading activities of the Group. The
provision of these other services and relationships have not impaired our independence as auditor of
the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in
our audit of the consolidated financial statements of the current year. These matters were addressed
in the context of our audit of the consolidated financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these matters.
PricewaterhouseCoopers, 15 Customs Street West, Private Bag 92162, Auckland 1142, New Zealand
T: +64 9 355 8000, F: +64 9 355 8001, pwc.co.nz
1
110 NEW ZEALAND MEDIA AND ENTERTAINMENT
Description of the key audit matter
How our audit addressed the key audit matter
Impairment assessment of indefinite life
intangible assets
As at 31 December 2022, the total carrying
amount of the Group’s indefinite life
intangible assets, comprising goodwill,
masthead brands and other brands (the
assets), amounts to $105.1 million. Annual
impairment testing is required under NZ
IFRS.
To assess the recoverable amount of these
assets, the Group prepared discounted cash
flow models on a Value-In-Use (VIU) basis.
The assets have been allocated to individual
cash generating units (CGUs) and have
been tested for impairment at this level. The
CGUs identified are Audio, Publishing and
OneRoof.
The impairment assessments are considered
a key audit matter due to the significance of
the carrying value of the assets as well as
the inherent judgements involved in
estimating forecast cash flows, discount
rates, and long-term growth rates.
Key estimates and assumptions included in
the impairment assessment are:
● the identification of CGUs for impairment
testing purposes;
● expected future cash flows of each CGU,
which include estimates and
assumptions around revenue and
operating expenses;
● discount rates; and
● long-term growth rates.
Based on the assumptions above, no
impairment of indefinite life intangible assets
has been recognised. Management also
concluded that there were no reasonably
possible adverse changes in the key
assumptions that would result in material
impairment in any of the CGUs.
Refer to note 3.1.1 of the consolidated
financial statements for further information.
We performed the following audit procedures in
relation to the impairment assessment and key
management judgements:
● held discussions with management and
understood the processes undertaken and
basis for determining the key assumptions;
● evaluated the design of controls, determined if
they are designed effectively, and confirmed
that they have been implemented;
● considered the appropriateness of
management’s CGU assessment;
● considered the appropriateness of the basis of
allocation of assets and liabilities and the
forecast cash flows to the CGUs;
● considered the reasonableness of unallocated
costs and whether these should be allocated to
a CGU;
● gained an understanding of the forecast outlook
for the industry and the strategic direction of the
business; and
● performed our own sensitivity assessment on
the cash flow forecasts to determine whether
reasonably possible adverse changes in the
key assumptions would result in an impairment.
In relation to the recoverable amounts determined
using VIU, we:
● tested the mathematical accuracy of the VIU
calculations;
● compared the forecast cash flows used for
2023 to the Board approved budget;
● assessed and challenged the reasonableness
of future cash flows of each CGU, including
management’s estimates and assumptions
around forecast revenues and operating
expenses, with reference to historical
performance and external market evidence;
● engaged our auditor’s valuation expert to assist
us to assess and challenge the reasonableness
of the discount rates and terminal growth rates.
We also considered the appropriateness of
disclosures made.
As a result of our procedures, we have no matters
to report.
PwC
2
ANNUAL REPORT 2022 111
Description of the key audit matter
How our audit addressed the key audit matter
Recognition of revenue
The Group has reported total revenue from
external customers totalling $355.4 million
for the year.
Advertising arrangements are often
customised and consist of multiple
performance obligations and a series of
distinct goods and services. They meet the
definition for revenue recognition over time in
accordance with IFRS 15.
Circulation and subscription revenue is
recognised at a point in time as single
performance obligations.
External printing and distribution as well as
other revenue is recognised over time in
accordance with IFRS 15.
Management judgement, in the form of
estimates, is applied in the following areas:
● measuring progress towards complete
satisfaction of a performance obligation;
● determining the transaction price in
respect of contracts with non- standard
consideration; and
● allocating the transaction price to
performance obligations.
The recognition of revenue is a judgemental
area with multiple revenue streams, requiring
significant audit focus and attention. As a
result, we consider it a key audit matter.
Our audit approach for revenue is largely
substantive. We performed the following
procedures:
● updated our understanding of the systems,
processes and controls in place over the
recognition of revenue;
● performed disaggregated risk assessment
analytics over all material revenue streams;
● on a sample basis, tested the completeness,
cut-off and occurrence of advertising revenue
by agreeing published and broadcasted
advertisements to booking schedules and vice
versa;
● tested the accuracy of advertising revenue with
reference to relevant rate cards and standard
terms of business;
● reconciled booking schedules for advertising
revenue to the general ledger to ensure
complete and accurate recognition of revenue,
including recognition within the correct period;
● performed confirmation procedures for external
printing and distribution revenue’s largest
customer;
● for all other revenue, including circulation and
subscriptions, on a sample basis, examined
invoices, contracts with customers, or payment
and pricing arrangements to ensure revenue
recognition was in accordance with agreed
terms and the principles of IFRS 15;
● tested the credit notes issued throughout the
year and after year end to assess the level of
credit notes subsequent to revenue recognition;
and
● tested the accuracy and classification of
segmental disclosures on revenue.
As a result of our procedures, we have no matters
to report.
PwC
3
112 NEW ZEALAND MEDIA AND ENTERTAINMENT
Our audit approach
Overview
Overall group materiality: $1,777,000, which represents 0.5% of total
revenue.
We chose total revenue as the benchmark because, in our view, it is
the benchmark against which the performance of the Group is most
commonly measured by users, and is a generally accepted
benchmark. In our judgement, revenue provides a more stable
measure for establishing our materiality benchmark and best reflects
performance of the Group. We chose 0.5% based on our
professional judgement, noting that it is also within the range of
commonly accepted thresholds for entities where revenue is
considered the appropriate benchmark.
We performed a full scope audit over the consolidated information of
the Group
As reported above, we have two key audit matters, being:
● Impairment assessment of indefinite life intangible assets
● Recognition of revenue
As part of designing our audit, we determined materiality and assessed the risks of material
misstatement in the consolidated financial statements. In particular, we considered where
management made subjective judgements; for example, in respect of significant accounting estimates
that involved making assumptions and considering future events that are inherently uncertain. As in all
of our audits, we also addressed the risk of management override of internal controls, including among
other matters, consideration of whether there was evidence of bias that represented a risk of material
misstatement due to fraud.
Materiality
The scope of our audit was influenced by our application of materiality. An audit is designed to obtain
reasonable assurance about whether the consolidated financial statements are free from material
misstatement. Misstatements may arise due to fraud or error. They are considered material if,
individually or in aggregate, they could reasonably be expected to influence the economic decisions of
users taken on the basis of the consolidated financial statements.
Based on our professional judgement, we determined certain quantitative thresholds for materiality,
including the overall Group materiality for the consolidated financial statements as a whole as set out
above. These, together with qualitative considerations, helped us to determine the scope of our audit,
the nature, timing and extent of our audit procedures and to evaluate the effect of misstatements, both
individually and in aggregate, on the consolidated financial statements as a whole.
How we tailored our group audit scope
We tailored the scope of our audit in order to perform sufficient work to enable us to provide an opinion
on the consolidated financial statements as a whole, taking into account the structure of the Group, the
accounting processes and controls, and the industry in which the Group operates.
PwC
4
ANNUAL REPORT 2022 113
Other information
The Directors are responsible for the other information. The other information comprises the
information included in the Annual report, but does not include the consolidated financial statements
and our auditor's report thereon.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of audit opinion or assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained in the audit, or otherwise
appears to be materially misstated. If, based on the work we have performed on the other information
that we obtained prior to the date of this auditor’s report, we conclude that there is a material
misstatement of this other information, we are required to report that fact. We have nothing to report in
this regard.
Responsibilities of the Directors for the consolidated financial statements
The Directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with NZ IFRS and IFRS, and for such internal
control as the Directors determine is necessary to enable the preparation of consolidated financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the Directors are responsible for assessing the
Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the Directors either intend to liquidate
the Group or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the consolidated financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial
statements, as a whole, are free from material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (NZ) and ISAs will always
detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements.
A further description of our responsibilities for the audit of the consolidated financial statements is
located at the External Reporting Board’s website at:
https://www.xrb.govt.nz/assurance-standards/auditors-responsibilities/audit-report-1/
This description forms part of our auditor’s report.
PwC
5
114 NEW ZEALAND MEDIA AND ENTERTAINMENT
Who we report to
This report is made solely to the Company’s shareholders, as a body. Our audit work has been
undertaken so that we might state those matters which we are required to state to them in an auditor’s
report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company’s shareholders, as a body, for our
audit work, for this report or for the opinions we have formed.
The engagement partner on the audit resulting in this independent auditor’s report is Lisa Crooke.
For and on behalf of:
Chartered Accountants
21 February 2023
Auckland
PwC
6
ANNUAL REPORT 2022 115
116 NEW ZEALAND MEDIA AND ENTERTAINMENT
Registred Office Contact Details
Postal Address: Private Bag 92198
Victoria St West
Auckland 1142
New Zealand
+64 9 379 5050
www.nzme.co.nz
Investor_Relations@nzme.co.nz
Email:
Phone:
Website:
NZME Limited
2 Graham St
Auckland 1010
New Zealand
Y Registered Address
R
O
T
C
E
R
I
D
Principal Solicitors
Link Market Services
Principal Bankers
Share Registry
Auditors
Bell Gully
Westpac
PricewaterhouseCoopers
Share Registry Contact Details
Postal Address: PO Box 91976
Auckland 1142
Street Address: Level 30 PwC Tower
15 Customs Street West
Auckland
Phone:
+64 9 375 5998
Website:
www.linkmarketservices.co.nz
Email:
enquiries@linkmarketservices.co.nz
ANNUAL REPORT 2022 117
TUKUTUKU KŌREROEducation Gazette NEW ZEALAND