Synlait Milk Limited Annual Report 2016

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FY2016 Annual Report · Synlait Milk Limited

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RISING TO THE
OPPORTUNITY

WE ARE ALWAYS STRIVING TO

IMPROVE AND BE THE BEST WE

CAN BE. WHETHER IT IS THROUGH

OUR INNOVATIVE MILK SUPPLIER

PROGRAMME LEAD WITH PRIDE™

OR ASCENDING THE VALUE

STREAM WITH OUR SPECIALTY

INGREDIENTS, OUR NEVER-SETTLE

ATTITUDE HAS SEEN US DELIVER

ON OUR PROMISE OF MAKING

Directory

Pg 116

PG 1

Synlait Milk Limited Annual Report 2016 IKEY PERFORMANCE INDICATORS

TREND STATEMENT

Gross Profit per Metric Tonne (MT)
(NZD)

Net Profit After Tax (In millions NZD)

567

859

10.6

34.4

FY15

FY16

FY15

FY16

Consumer Packaged Sales (MT)

Net cash from / (used in) operating activities
(In millions NZD)

4,305

15,999

120

100

16.4

103.9

FY15

FY16

FY15

FY16

1000

800

600

400

200

20,000

15,000

10,000

5,000

PG 2 I

Synlait Milk Limited Annual Report 2016KEY PERFORMANCE INDICATORS

Key Financial Metrics

Currency as stated (in millions)

Income Statement

Revenue

Gross profit

EBITDA

EBIT

NPAT

Underlying NPAT

Revenue per MT (USD)

Gross profit per MT (NZD)

EBIT per MT sold (NZD)

Net cash from / (used in) operating activities

Balance Sheet

Net operating assets1

Return on net operating assets

Net return on capital employed (pre-tax)

Debt / debt + equity (excl. derivatives)

Net debt / EBITDA

Earnings per share

Underlying earnings per share

Foreign exchange rate (NZD:USD)

Base milk price (kgMS)

Total milk price (kgMS)2

Key Operational Metrics

Sales

Powders and Cream

Consumer Packaged

Specialty Ingredients

Total sales (MT)

Production (Net Production)

Powders and Cream

Consumer Packaged

Specialty Ingredients

Total production (MT)

Milk purchases

FY12

FY13

FY14

FY15

FY16

376.8

420.0

600.5

448.1

33.2

22.1

13.4

4.4

51.0

38.5

28.3

11.5

64.2

43.8

32.4

19.6

55.5

40.9

26.3

10.6

12.2

546.9

100.0

83.7

61.1

34.4

32.7

3,644

3,894

5,214

3,610

3,316

428

173

29.8

176.5

10.4%

7.3%

50.2%

3.9

5.62

0.778

6.14

6.22

588

326

(47.1)

272.2

12.6%

13.1%

38.9%

2.7

10.21

0.804

5.81

5.89

FY12

77,252

135

FY13

85,314

1,368

687

346

58.7

319.5

11.0%

11.5%

45.1%

3.5

13.40

0.813

8.27

8.31

FY14

90,599

2,955

567

269

16.4

349.3

7.9%

6.9%

55.7%

6.4

7.21

8.35

0.788

4.48

4.54

859

524

103.9

479.5

14.7%

13.5%

46.8%

2.6

23.50

22.35

0.706

3.91

4.02

FY15

FY16

93,454

100,387

4,305

15,999

77,415

86,746

93,644

97,803

116,402

81,222

89,333

93,275

96,551

104,674

135

1,789

107

3,093

127

5,021

109

16,043

81,398

91,229

96,495

101,681

120,754

Milk purchased from contracted supply

Milk purchased from Fonterra and other suppliers

Total milk purchases (kg MS in thousands)

37,572

6,453

44,025

42,076

4,692

46,768

47,903

2,033

49,936

51,049

54,125

2,549

3,573

53,598

57,698

Certain comparatives within the five year key performance indicators have been reclassified for comparative purposes, to ensure consistency with the current year.

1 Net operating assets excludes capital work in progress.

2 Total milk price for Synlait Milk suppliers on standard milk supply contract, includes special milk and seasonal premiums.

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Synlait Milk Limited Annual Report 2016 I
CHAIRMAN’S REPORT

Graeme Milne

CHAIRMAN

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Synlait Milk Limited Annual Report 2016CHAIRMAN’S REPORT

It is a great pleasure to report to
shareholders on the eighth year of
operations of Synlait. This year we
completed the projects outlined in
our prospectus when we listed the
company in July 2013. The largest
project, dryer three, was completed
and successfully commissioned
during the year and our on-site
quality testing laboratory was
brought on line.

engage with key customers and become co-dependent with

them. Our recently announced long term relationship with

The a2 Milk CompanyTM is an example of that strategy in

action. Our expectations for the supply relationship with

Munchkin Inc. is another.

Another strategy is close adherence to production and sales

policies to ensure that exposures to price and currency

fluctuations are minimised. Our total revenue at $546.9

million is a pleasing improvement on the prior year’s $448.1

million, but is still short of previous revenues of $600.5 million

in FY14, when total production was considerably less. This

demonstrates the degree to which international pricing has

dropped from the highs to the lows.

New Zealand’s milk suppliers have been heavily impacted

by low commodity prices. To mitigate the impact on our

own milk suppliers we paid a competitive base milk price

Our aspiration from the formation of the company has been to

as well as again pushing forward advance payments so that

“make more from milk” and by that to build a truly different and

cash flow for our milk suppliers – at pinch point times of the

innovative dairy company that would provide specific dairy

year – is protected as much as possible. Additionally, we have

products to leading food companies in selected markets around

a number of seasonal and special milk premium payments,

the world. This year we made credible progress along that path.

which are incremental to the base milk price. Nearly all of

Closer partnerships with several key customers in both the

specialty ingredients business and canned infant formula

our milk suppliers benefit from these extra payments to one

degree or another.

products were the foundation of our improved financial

The infant formula market is a key focus for Synlait, whether

performance. Our net operating profit after tax at $34.4

it be in base formulations supplied in bulk for in market

million, (and underlying profit of $32.7 million) is a significant

packaging or fully finished retail packaging (canned infant

increase over prior year and all other prior performances. It is

formula) for export into customer distribution systems.

consistent with the forecasts we have previously indicated

There are increasingly competitive forces at work in this

on the likely performance of the company once the growth

global market. While demand is forecast to increase, other

projects were completed.

Dairy markets were again in turmoil this year with ample

supply and low prices for the key commodities, essentially

replicating the situation from the year before. Key causes have

been well articulated but the basis is still increased production

in Europe due to the removal of milk quotas in April 2015,

combined with increases in other markets due to low grain

prices and recovery from drought, as well as demand side

negative influences, mainly low oil prices effecting buying

ability and sanctions in Russia. Recent improvements in

commodity prices post the end of the financial year are

indicating some encouraging market firming, however in-

market stocks are still relatively plentiful.

Our strategy to insulate ourselves from such volatility has

manufacturers are seeing the opportunities we foresaw

and significant new production capability is being installed,

particularly in Europe. As well there are several legislative

changes coming into force in the key market of China,

which will have a restrictive impact on the market as it

is today. On balance we see the Chinese regulations as

sensible and necessary to control what is ultimately one

of the most important and quality sensitive food items

consumers purchase. The changes will result in a more

rational, predictable and safe market. There are therefore some

advantages in these changes for Synlait as an established

player, however at the same time we do expect to focus on

key customer opportunities in other markets, particularly in

other Asian markets and the USA. Therefore, we expect our

overall proportion of sales to China, as a percentage of total

been to establish a relatively small customer base in number,

sales, to reduce over time.

PG 5

Synlait Milk Limited Annual Report 2016 ICHAIRMAN’S REPORT CONTINUED

Shareholders are reminded that despite this year’s increased

Lastly, I’d like to acknowledge the continuing support and

profit and positive operating cash flow, Synlait is a growth

efforts of our staff at Synlait. In a strongly growing company

company. We continue to see high returning investment

we often ask for contributions well beyond business as usual

opportunities in the business. These are in our existing

and often without all the fully developed systems that one

product range, (we are already forecasting capacity constraints

would expect in a more mature business environment, but

in recently built plant) and in new specialised milks plus

then there is the excitement and satisfaction of creating

in cream products. We have until now produced mainly

something truly new. Special acknowledgement to John

anhydrous milk fat (AMF) from the surplus cream not required

Penno, our Managing Director and CEO, and his Senior

in our other product formulations, but this resource represents

Leadership Team (SLT). This year Mike Lee, Mike Stein and

an area of profit opportunity for the company. We will develop

Natalie Lombe have left, or will soon leave, the SLT to pursue

our strategy in this area over the next two to three years.

other opportunities and we thank them for their contributions

Additionally, our current single site at Dunsandel will reach

and wish them well for future endeavours. New appointments

capacity at some future point and we are beginning to assess

are being announced as they occur and we welcome those

alternative opportunities. During this phase we do not expect

skills and experience to the company.

to be paying dividends as cash will be used to support this

strategy. On the other hand, our projections do show healthy

post investment cash generation in the out years so we are not

unaware of the possibility of dividends, but we wish to be clear

that dividends are not part of the current plan.

The outlook remains busy and positive, as described in

the rest of this report. Our focus for this year will be on

consolidating the current position whilst starting on the

execution of our next stage of development. FY17 profitability

is therefore forecast to be similar to FY16.

Total shareholder return (TSR) for
the year, balance date to balance
date, was a pleasing 43.1%.

The Board welcomed Mr. Albert Lu as a Director representing

Bright Dairy at the AGM last December. Albert is a young and

highly capable executive from Bright Dairy. He has already

made a significant contribution to the company in his short

time around the table. Albert replaced Mr. Dong who retired

from Bright Dairy as their CFO at that time and therefore

relinquished his position on the Synlait board. At the time of

writing this report, Li Ke has resigned from her role as Director

for personal reasons. We acknowledge the contribution made

to Synlait by both Mr Dong and Ms Ke since their appointment

in November 2010. This year Mr. Sam Knowles retires by

rotation and offers himself for reappointment. Sam has been a

great contributor to the success of Synlait since our listing and

I strongly recommend his reappointment to shareholders.

Graeme Milne

CHAIRMAN

PG 6 I

Synlait Milk Limited Annual Report 2016PG 7

Synlait Milk Limited Annual Report 2016 ICHIEF EXECUTIVE OFFICER’S
REVIEW

John Penno

MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

PG 8 I

Synlait Milk Limited Annual Report 2016CHIEF EXECUTIVE OFFICER’S REVIEW

SYNLAIT WAS ESTABLISHED TO MAKE THE
MOST FROM MILK

Our strategy is to manufacture ingredient and finished dairy

based products for businesses that own great brands. As we

do this we aspire to build the world’s most innovative and

trusted dairy company.

The strategy targets the highest returning markets, customers

and products available to New Zealand dairy that provide

scope through market size or expected growth to scale

quickly. We look to partner with the leading incumbent, and

most innovative companies.

FY16 has been a year which has
delivered large increases in profit
from significant growth in the
ingredients and canned infant
formula products we manufacture
for a range of brand owners.

In addition to the increase in profit, it has also allowed us to

increase investment in improving the business, and reaffirm

our commitment to developing the same business to business

strategy in our specialty ingredients and cream products

categories.

BECOMING A WORLD LEADER IN INFANT
FORMULA INGREDIENTS

For some years we have focused on building the customer

relationships, capability and plant to become a world leader in

the manufacture of specialised milk powders for infant formula

manufacture, base paediatric powders for blending into

finished infant formula, and finished infant formula products.

In July 2013 we listed the company with a plan to invest in

a second large scale infant formula dryer, a large scale infant

formula consumer packaging facility, on site warehousing and

a quality testing laboratory to ensure we have the capability

to continually monitor the hygiene of our processes and test

all our ingredients and finished products. Over the past year

we have seen these projects come to completion and become

part of our operations.

In the coming year these investments will become fully

operational with total production increasing from 120,754 MT

to an expected 127,500 MT. We will also achieve significant

savings in product testing costs being generated in the

second half of FY17 as our reliance on external laboratories

comes to a close.

Over the past year sales of infant grade milk powders have

grown from 24,500 MT in FY15 to 27,000 MT in FY16,

nutritional base powders have grown from 4,300 MT to 5,400

MT and canned infant formula products have grown from

4,300 MT to 16,000 MT.

We manufacture infant grade skim and whole milk powders

for some of the world’s largest infant formula brand owners.

Moving an increasing proportion of our milk powders to these

customers continues to be a focus for us.

Our six-year partnership with The a2 Milk CompanyTM to

develop and manufacture their a2 Platinum® infant formula

range (www.a2nutrition.com.au) continues to develop. We

were pleased to reaffirm this relationship by renewing our

supply agreement which positions The a2 Milk CompanyTM

as our preferred customer, and secures our position as their

exclusive manufacturer for product sold in the key markets of

New Zealand, Australia and China. With a five-year initial term

and a rolling three-year notice period, this agreement further

cements the explicit intent of both companies to continue to

work closely together as we develop this product.

After announcing a similar relationship with Munchkin Inc.

in June 2015, it has been pleasing to support the launch of

their Grass Fed™ infant formula (www.grassfed.com) into the

Australian market in June 2016, with subsequent launches

planned for China later in 2016 and into the USA in 2017.

China continues to be the most important infant formula

market in the world with sales of powdered infant formula,

growing up and toddler milks growing from 450,000 MT to

900,000 MT over the past five years. Continued growth in

China is expected to be driven by a forecast increase in annual

birth-rate, from 16 million to a peak of 20 million as

the single child policy is relaxed1.

1Global Demographics Ltd

PG 9

Synlait Milk Limited Annual Report 2016 ICHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

Alongside this growth, China is continuing to reform their

infant formula regulatory framework. We remain very

supportive of these changes that work to reduce the number

of brands and increase the quality of infant formula available

in the Chinese Market.

Synlait holds a current registration
for manufacture for China. We
believe the company is well
positioned to meet the draft
regulatory requirements with
certified raw milk supply, wet
blending and spray drying and
consumer packaging on a single
site with in-house research and
development and a full label claim
analytical laboratory.

In FY16 we have manufactured a portfolio of eight infant

formula brands for five customers. Under the regulations

expected to come into force from January 2018, Synlait - and

all registered manufacturers - will only be able to export three

formulations of brands to China under our registration.

Importantly, our understanding is that the new Chinese

regulations do not allow for brands to be registered to multiple

manufacturing companies. This in effect means that Synlait

can be assured it will be the exclusive manufacturer for

Chinese destined product under the brands that we choose

to register.

Clearly we will be supporting our largest and highest potential

customers first. However, our smallest brands have also grown

to be substantial volumes relative to many other brands being

exported to China from New Zealand. In addition to the three

brands we will continue to register to Synlait, we are working

with our large customers with less developed products on

options that may allow us to continue to support the growth

of some of these brands beyond the Synlait registration.

INVESTING TO MEET FUTURE INFANT
FORMULA DEMAND

After strong growth in infant formula over the past year, we

are expecting slower growth in the coming year as the market

adjusts to the latest round of regulatory improvements to

come from China.

As the industry changes in response to these regulations we

would anticipate a return to strong growth as the fast growing

Chinese market is shared by a smaller number of brands. We

also expect strong growth from the launch of Munchkin’s

Grass Fed™ infant formula product into the USA in the

second half of 2017.

To support our forecast growth in sales of canned infant

formula and infant formula base powder, we need to

build a second wet mix kitchen in the next 12 months for

commissioning early in FY18. This $34 million investment

will enable both of our large scale infant formula spray dryers

to simultaneously manufacture infant formula base powder,

providing capacity of about 80,000 MT of base powder per

annum. The investment has also been planned to mechanise

manual processes with expected benefits of reducing risk of

injury, increasing efficiency and improving quality.

If sales of canned infant formula increases in line with our

forecasts we will be building a second consumer packaging

facility in FY18 for commissioning in FY19, however this

decision will be made in about 12 months’ time.

Together, these two investments will make Synlait’s

Dunsandel site one of the largest and highest specification

infant formula plants globally.

Our relatively low cost of milk, use of raw skim milk as

the base for manufacturing, large scale and relatively low

capital cost is expected to provide Synlait with sufficient

competitive advantage to maintain the strong margins we

have established. Our pricing models also mean that the

risk of commodity price increases are largely carried by our

brand partners.

Alongside the investment in plant and equipment we have

begun a significant increase in our spend on market and

product development with a focus on markets outside China.

A business development group incorporating marketing,

technical services and research and development has been

brought together under the leadership of Martijn Jager to

support this.

PG 10 I

Synlait Milk Limited Annual Report 2016CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

BUILDING A PORTFOLIO OF SPECIALTY
INGREDIENTS

Our fledgling lactoferrin business is continuing to develop, in

spite of low prices arising from generally low dairy commodity

prices and a relatively large increase in global supply.

In FY16 we increased sales to 10 MT against 7 MT in FY15.

We have secured a cornerstone customer who we have

worked closely with to learn about their processes and ensure

our product meets their exacting specifications. We are now

working to grow our customer base and volume towards our

potential production volume of 20 MT / annum.

In FY16, low pricing and throughput resulted in a gross

margin loss of $12,000 / MT of lactoferrin sold. We expect

We are forecasting increasing volumes of cream as milk

supply grows, and as the site manufactures an increasing

volume of infant formula that is largely based on skim milk.

Despite the relatively high returns over the past year, AMF is

a highly commoditised product. We believe that our cream

stream represents a significant opportunity to target high

returning markets, products and customers in the same way

we have developed our infant formula business over the years.

We are in the process of completing the business case, which

will result in an investment to add more value to our cream

over time. This investment is expected to occur in late FY17

with benefits expected to be realised from FY19 onwards.

earnings from this part of the business to recover with price

REALISING OPERATIONAL EXCELLENCE

recovery and as the high fixed costs can be shared across a

Over the past year we have continued to invest heavily in

growing volume and other specialty ingredients manufactured

improving our business systems and processes.

on our specialty dryer.

Our ambition for our specialty
ingredients category is to build
a portfolio of low volume, high
value products over time that
complement lactoferrin production.

The specialty ingredients dryer, which is used for manufacture

of lactoferrin, is only utilised a few days a month, which means

that these products can be manufactured with little or no

additional capital investment.

Over the coming year, specialty ingredients for existing markets

will be the focus of our research and development spend.

The two key projects have been developing a comprehensive

balanced scorecard reporting system, and replacing our Sales

and Operational Planning processes with Integrated Business

Planning (IBP).

The balanced scorecard reporting has been designed to

provide managers and teams with the key performance

indicators they need to manage and measure the value drivers

in their area of our business. This is now operational and

the work stream is focused on refining and automating the

reporting system.

We have chosen to adopt the Oliver Wight IBP process.

Over the year we have undertaken significant team training,

designed our system and have reorganised the planning

function to support the implementation of IBP. The system is

due to become operational early in FY17.

Establishing the balanced scorecard reporting system and IBP

ADDING VALUE TO OUR CREAM PRODUCTS

has helped identify priorities for process improvement. This

Our cream business has performed well in the past year

selling 16,700 MT of anhydrous milk fat (AMF) at an average

price of US$3,450 / MT. Not only did AMF outperform returns

from butter by 2%, prices have been very high relative to the

value of milk protein in products such as skim milk powder

(SMP) and whole milk powder (WMP).

has led to a large operational improvement project that will be

executed through FY17 and beyond.

PG 11

Synlait Milk Limited Annual Report 2016 ICHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

INCREASINGLY ALIGNED MILK SUPPLY

Within this we have increased the number of a2 Milk™

A long period of low dairy commodity prices and a stubbornly

strong New Zealand dollar have delivered the lowest farm

gate milk price in our history. We are very aware that the total

milk price we have paid this year of $4.02 kgMS is well below

the breakeven price for most of our milk suppliers for the

second year in a row.

Our response has been to support our suppliers with higher

than normal advance payments and to promote opportunities

suppliers from 35 to 60 among our existing and new suppliers.

The number of suppliers providing milk under our Lead

With Pride™ certification programme is also continuing to

grow. With 34 farms certified and a further 26 expected to be

certified over the coming year, we believe this milk stream

provides a significant opportunity to create value and finding

the right product and partner is now a priority.

for special milk programmes.

LEADERSHIP TEAM AND OUR PEOPLE

Higher advance payments mean at year end our suppliers had

received 95% of their total milk price, whereas in a normal year

we would expect this to be 80-85%. While this has impacted

negatively on our cash flows and bought a small increase in

the cost of our working capital, we believe we will more than

make this back by supporting greater milk production than

would otherwise be the case.

As part of our total milk price,
special milk payments delivered an
additional $5.7 million during FY16
(on average $0.11 kgMS) and we
expect this to grow further in FY17.

Over the year the number of people employed has grown from

326 to 436.

The largest areas of growth have been two additional shifts in

the infant formula blending and canning plant, technical staff

for the quality testing laboratory and new roles to support the

implementation of IBP.

The calibre of people we are able to attract is truly impressive

and continues to be a very important driver of our success.

The Senior Leadership Team (SLT) has continued to evolve

with the changing demands of the business.

In response to ever increasing market opportunities, and

to make faster progress in developing our infant formula,

specialty ingredients and cream categories, we created a

business development team early in 2016.

While there are early signs of some recovery in commodity

prices, we are continuing to caution our suppliers about the

future. We’re encouraging them to make changes to their

operating and capital structures to be robustly profitable at

lower milk prices than $5.75 kgMS, which is the industry

five-year average to FY16.

Over the year we processed a total of 57.7 million kgMS, of

which 54.1 million kgMS was collected from 173 suppliers and

3.2 million kgMS was delivered by Fonterra under the Dairy

Since creation this has been capably led by Malcolm Tweed

on a fixed term contract. Under Malcolm’s leadership the

group has made significant progress in setting priorities and

bringing discipline to key customer and product development

projects that are underway.

Martijn Jager started with us on 1 September 2016 in the role

of General Manager Business Development. Martijn is profiled

in this report on page 30 and brings many years of experience

in infant formula and specialty ingredients in China and South

Industry Restructuring Act (DIRA) 2001.

East Asia.

In the coming season we expect to collect 62.0 million kgMS

from 200 suppliers. Our new suppliers make up the shortfall

of no longer being eligible to receive DIRA milk and an

expected production decline on farm as suppliers realign their

businesses to lower farm gate milk prices.

Rob Stowell was appointed to the SLT early in the year to lead

the implementation of our IBP programme.

PG 12 I

Synlait Milk Limited Annual Report 2016CHIEF EXECUTIVE OFFICER’S REVIEW CONTINUED

After bringing Chris France onto the SLT in the role of

LOOKING FORWARD

General Manager Business Transformation, he has moved on

to General Manager Sales. It is expected that he will remain

in this role for a period of six to twelve months while he

restructures the team and rebuilds the systems underpinning

our sales process.

With a growing team, and
increasing scale and complexity in
our manufacturing business, we
are putting ever more focus on our
objective to ensure that everyone
gets home safely every day.

Our approach is to ensure that we are lifting everyone’s

awareness, and ensuring that all the operational processes we

use are designed to keep everyone safe, optimise efficiency

and meet our quality standards.

I would like to acknowledge the dedication and hard work of

the Synlait team.

The increasingly pleasing results are due to the company

being well positioned strategically, and increasingly strong

leadership of our SLT and sound execution by their teams.

I would also like to acknowledge the governance and

leadership provided by our Board, capably led by our long

standing Chairman Graeme Milne. We continue to be well

served by a Board of capable and diverse Directors, who

have learnt to work together very effectively. I am fortunate

to work with them and continue to be grateful for their

counsel and support.

While we expect increased volumes and ongoing - albeit

slower - growth in infant formula products to increase our

gross margin, increased expenditure on product and customer

development and on operational performance improvement, is

expected to mean that profit growth in FY17 will be modest.

Returns from these investments are expected to be realised in

FY18 and beyond.

As we head toward our first decade of operations, Synlait

continues to be extremely well positioned in the international

industry. Small enough to be very targeted in our product and

market strategy, we have built sufficient scale to compete

internationally.

We continue to see ourselves as a growth company with

significant opportunities, the team and capital structure to

invest in profitable growth.

I would like to thank our shareholders for their ongoing

support, and we will continue to focus on delivering high

long-term returns as we make more from milk.

John Penno
MANAGING DIRECTOR AND CHIEF EXECUTIVE OFFICER

PG 13

Synlait Milk Limited Annual Report 2016 IFINANCIAL REVIEW

Nigel Greenwood

CHIEF FINANCIAL OFFICER

PG 14 I

Synlait Milk Limited Annual Report 2016FINANCIAL REVIEW

OVERVIEW

addition to the infant formula totalling 15,999 MT (FY15 4,305

MT) that was canned in our consumer packaging facility and

Reported after tax earnings were a profit of $34.4 million

subsequently sold in its retail ready format. We sold 10.1 MT of

compared to a profit of $10.6 million for the same period

lactoferrin in FY16 compared to 6.7 MT in FY15, although the

last year. This includes after tax movement in unrealised

prices achieved in FY16 were softer than in FY15.

foreign exchange losses of $1.6 million, which are further

explained below.

While we experienced strong sales volume growth, this has

been in an environment of lower international commodity

Adjusting for the movement in these unrealised losses, the

prices than existed last year. This lower commodity price

underlying after tax financial performance for the year at

environment has impacted on our revenue growth, however

$32.7 million is an increase of $20.5 million over last years,

has not impacted our profitability. The commodity price

$12.2 million.

Underlying earnings are the most appropriate reflection of

underlying business performance as the measure removes the

impact of the movement in unrealised foreign exchange (FX)

losses in respect of USD debt financing, as discussed in the

movements are depicted in the graph below. The average US

dollar commodity price in FY16 was USD$2,220 compared

with USD$2,642 in FY15.

Weighted average auction commodity price

foreign exchange section later in this review.

$USD / MT

$ million

Reported NPAT

Net movement in unrealised
FX losses

Tax effect of adjustments

Underlying NPAT

Underlying EPS (cents)

12 months

to July 2016

to July 2015

34.4

(2.3)

0.7

32.7

22.35

10.6

2.3

(0.7)

12.2

8.35

5,500

3,300

3,100

2,900

2,700

2,500

2,300

2,100

1,900

1,700

1,500

FINANCIAL PERFORMANCE

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SALES

For the year ended 31 July 2016 our revenue at $546.9 million

was up 22.0% on last year’s $448.1 million, primarily due to

a superior product mix driven by higher canned infant

formula volumes.

140,000

120,000

Sales volume by product category

116,402

Total sales volume for this period at 116,402 metric tonnes

(MT) was 19.0% above last year’s 97,803 MT. This sales

100,000

86,746

93,644

97,803

volume growth was supported by the increase in our milk

supply from 53.6 million kilograms of milk solids (kgMS) to

57.7 million kgMS and the increased volume of infant formula

products manufactured. In addition, we also commissioned

our third spray dryer in September 2015.

Powders and cream sales volumes in FY16 at 100,387 MT

were 7.4% ahead of our FY15 result of 93,454 MT. Included

within our powders and cream sales volumes was 5,371 MT

80,000

60,000

40,000

20,000

FY13

FY14

FY15

FY16

of infant formula base powder (FY15 4,300 MT). This is in

Powders and Cream

Consumer Packaged

Specialty Ingredients

PG 15

Synlait Milk Limited Annual Report 2016 IFINANCIAL REVIEW CONTINUED

GROSS PROFIT PER METRIC TONNE (MT)

Specialty ingredients margins have deteriorated in response

Our gross profit per MT at $859 was $292 up on last years

$567. This was driven predominantly by our improved product

mix, as summarised above.

Gross profit per MT for powders and cream has improved

$255 / MT over FY15. This was predominantly as a

consequence of improved product mix with increasing

volumes manufactured for infant applications combined with

continued strong performance in our ingredients business.

Consumer packaged gross profit
per MT has improved $325 / MT
as a consequence of improving
operating efficiencies as plant
utilisation increased.

to weakening market prices for lactoferrin. Combined with

this is the cost of surplus capacity of our special ingredients

dryer being allocated to lactoferrin products. However, given

the very high level of fixed overheads in this operation, the

overhead recovery for lactoferrin products remains strong.

MILK PRICE

Milk purchases remain our most significant cost when

determining gross profit. Our final base milk price for FY16 is

$3.91 kgMS, compared to our FY15 base milk price of $4.48

kgMS. In addition, we paid $0.11 kgMS in seasonal and special

milk premiums to increase the average total milk price to

$4.02 kgMS, compared with $4.54 kgMS in FY15. This resulted

in our contracted milk suppliers receiving a total of $5.7

million in additional value added premiums in FY16, compared

to $3.1 million in FY15.

Gross profit by category

Sales Volume (MT)

Gross Profit ($m)

Gross Profit / MT

FY16

FY15

FY16

FY15

FY16

FY15

Powders and Cream1

100,387

93,454

Consumer Packaged

15,999

4,305

89.6

10.6

Specialty Ingredients

(0.2)

Total

116,402

97,803

100.0

50.9

1.5

3.1

777

664

522

339

(13,753)

70,385

859

567

1Gross profit per MT includes both external sales volumes and internal transfers to consumer packaging

PG 16 I

Synlait Milk Limited Annual Report 2016FINANCIAL REVIEW CONTINUED

OVERHEAD EXPENDITURE

NET FINANCING COSTS

In total our overhead expenses for FY16 at $38.3 million were

Net financing costs at $15.0 million increased by 68.6% over

up $9.1 million on FY15 at $29.2 million. Notable increases in

FY15’s $8.9 million.

these overhead costs include warehouse rent of $1.3 million,

depreciation of $0.5 million, payroll of $2.9 million, strategic

initiatives of $1.8 million and consultancy costs of $1.9 million.

Gross term debt interest

Higher inventory holdings, particularly at the peak of the

season, have increased our spend on external warehousing

Less capitalised interest

Net term funding interest

costs and the associated freight costs. Depreciation

Working capital funding interest

charges increased following the commissioning of our new

Interest received

administration facility in July 2015. Increases in payroll and

consultancy costs combined with our strategic initiatives

spend are reflective of the investment into our customer

development, planning and other internal capabilities as we

place a strong focus on improving our systems and processes.

Loss on derecognition of
financial assets

Net short term funding interest

Net finance costs

FY16

FY15

13.4

(1.6)

11.8

2.7

(0.0)

0.5

3.2

15.0

9.5

(4.8)

4.7

4.5

(0.3)

0.0

4.2

8.9

Var.

3.9

3.2

7.1

(1.8)

0.3

0.5

(1.0)

6.1

Previously included within our overhead expenditure

were export freight costs. As these are recovered from our

customers through export freight charges, which are

included in revenue, these costs have been reclassified to

cost of sales with all comparative financial information

restated accordingly.

SHARE OF LOSS FROM ASSOCIATES

In late January 2015 we acquired a 25% shareholding in New

Hope Nutritionals for $2.2 million, which owns and distributes

the Akara and Akarola infant formula brands in the China

market. Synlait has an exclusive manufacturing and supply

agreement for these brands to New Hope Nutritionals. In the

period to 31 July 2016 our share of the losses of this company

were $1.2 million (FY15: Loss of $0.4 million). New Hope

Nutritionals is taking longer than expected to achieve growth

expectations and profitability but it is focussed on improving

performance over time.

EBITDA

Earnings before interest, tax, depreciation and amortisation

(EBITDA) at $83.7 million increased 104.5% on the FY15

result of $40.9 million driven by the growth in gross margin

(excluding depreciation) of $57.7 million, partially offset by

increased overhead expenditure (excluding depreciation) of

$8.6 million, as noted above.

The $6.1 million increase in net financing costs is split

between an increase in net interest costs associated with

term debt financing of $7.1 million, offset by a decrease in

net interest costs associated with short term financing of

$1.0 million.

Gross interest on term debt has increased by $3.9 million

to $13.4 million in FY16 as a consequence of increased

debt applied to fund the capital spend on our third dryer,

administration building and quality testing laboratory

facilities, as well as a transfer of $35.0 million of debt from

the working capital facility to the revolver facility as part of

the September 2015 refinance. Whilst the interest on funding

growth initiative projects has been previously capitalised,

now that these projects have been commissioned, all interest

costs are recognised in the income statement directly. Term

debt interest, net of capitalised interest, has increased by

$7.1 million to $11.8 million accordingly.

Interest on net short-term funding has decreased by $1.0

million to $3.2 million with lower debt levels resulting from

some working capital debt being transferred to the revolving

credit facility and improved operating cash flows.

PG 17

Synlait Milk Limited Annual Report 2016 IFINANCIAL REVIEW CONTINUED

FOREIGN EXCHANGE

The management of foreign exchange exposure is one of the

FINANCIAL POSITION

key risks of the business with the majority of product sales

OVERVIEW

being to overseas markets, creating a primarily USD exposure

risk. Our foreign exchange policy seeks to achieve the lowest

annual average NZD / USD exchange rate for the year. In FY16

we achieved an annual average NZD / USD exchange rate

of 0.706.

As at 31 July 2016, unrealised foreign exchange losses

associated with our USD inventory financing facility were nil

as the facility was wholly repaid in July 2016 (FY15: loss of

$2.3 million) resulting in a net movement for the year of $2.3

million, effectively the opposite of the movement in FY15.

In FY16 we fully repaid the facility and have replaced this with

NZD financing. As a consequence, FY16 is the last year that

we will be making an adjustment in respect of USD inventory

financing to determine underlying earnings.

EARNINGS PER SHARE AND RETURN ON
CAPITAL EMPLOYED

Our reported basic and diluted earnings per share (EPS) for

FY16 was 23.50 cents against 7.21 cents in FY15.

Our underlying basic and diluted earnings per share for FY16

was 22.35 cents against 8.35 cents in FY15.

We also generated a pre-tax return on average capital

employed of 13.5% in FY16 compared with 6.9% in FY15.

FY16 has been a year where we
have commissioned the last of our
growth initiative projects and have
demonstrated our ability to make
more from milk with improving
product mix and margins
generating strong operating cash
flows enabling substantial debt
repayments throughout FY16.

Our reported net profit after tax of $34.4 million combined with

the mark to market derivatives adjustment of $50.2 million

(refer note 15 of the financial statements) has increased total

equity to $256.8 million from $171.8 million as at 31 July 2015.

TRADE AND OTHER RECEIVABLES

At $37.8 million, these are significantly down on FY15 at

$68.1 million. This reduction is primarily due to the increased

utilisation of our receivables assignment programme. An

improved debtors aging profile has also reduced receivables

year over year with an improved customer mix.

INVENTORIES

Total inventory at year end at $73.9 million is up on last year’s

$63.8 million with raw materials increasing by $2.6 million to

$14.1 million and finished goods increasing by $7.5 million to

$59.8 million.

Raw material inventory increased by $2.6 million (22%) to

$14.1 million. These raw materials are primarily made up of

lactose and ingredients for infant formula production as well

as packaging and associated consumable items. The increase

results from the growth in canned infant formula products.

PG 18 I

Synlait Milk Limited Annual Report 2016FINANCIAL REVIEW CONTINUED

Finished goods inventory increased $7.5 million (14.4%) to

OTHER INVESTMENTS

$59.8 million. We continue to require an increasing volume of

product to be carried over year end in order to meet regular

customer delivery requirements. The increase in capacity

as a result of the commissioning of our third spray dryer has

enabled the increase in production required to meet higher

customer demand. As was the case last year, we have very

little finished goods inventory on hand that is not subject to

a committed customer sales order.

Both raw material and finished goods inventories were

reviewed for impairment resulting in the calculation of a

stock impairment provision totalling $3.2 million. Impaired

finished goods were written down to net realisable value

while impaired raw materials were written down to nil as

no recovery is expected to be obtained from them. Finished

goods at net realisable value increased $1.1 million, to $5.6

million, in line with the increase in overall inventory holdings.

In addition, we have reviewed all our sales contracts for the

risk that a sales order value lower than the weighted average

cost of this product has been created and identified an

onerous contracts provision of $0.9 million.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at $433.9 million, decreased

$2.1 million from FY15 at $436.0 million. The decrease year

over year is a consequence of depreciation of $21.6 million

exceeding the capital investment of $19.4 million.

The third spray dryer was commissioned in late

September 2015 at a total cost of $133.4

million plus $6.5 million of capitalised

interest. This has added 40,000

MT of additional infant formula

capacity. In addition to this, the

new quality testing laboratory was

commissioned in October 2015 at a

total cost of $11.5 million.

Other investments include our 16.7% shareholding in Primary

Collaboration of New Zealand (PCNZ) at a cost of $110,000.

This is a Wholly Foreign Owned Enterprise (WFOE), with

a shared office based in Shanghai. It was established with

the support of New Zealand Trade & Enterprise. Other

shareholders include a number of other New Zealand primary

industry related companies.

As noted earlier we also acquired a 25% shareholding in New

Hope Nutritionals in late January 2015 at an initial cost of $2.2

million. After deducting our share of losses $1.2 million (FY15:

$0.4 million) our current investment value is $0.7 million. This

company owns and markets the Akara and Akarola infant

formula brands in the China market, which is exclusively

manufactured by Synlait.

TRADE AND OTHER PAYABLES

Trade and other payables at $55.6 million is down $24.8

million on last year’s balance of $80.4 million. This variance

reflects two significant items.

The first is the reduction in milk creditors and accruals,

which have decreased from $18.5 million in FY15 to only

$11.6 million in FY16, a $6.9 million reduction. This reflects

the fact that our advance rates paid to farmers by year end

were 95% of our final milk price payment of $3.91 kgMS, while

in FY15 they were 92% of our final milk price payment. This

increase in advance rate payments in FY16 supports milk

suppliers in this current low dairy commodity price

environment and is expected to only partially

normalise in FY17.

The second is the reduction in

payables and accruals relating to

capital expenditure following the

commissioning of our third dryer

and quality testing laboratory during

FY16. The reduction in FY16 relative

to FY15 was $23.8 million.

PG 19

Synlait Milk Limited Annual Report 2016 IFINANCIAL REVIEW CONTINUED

TOTAL NET DEBT

Total net debt at year end, including both current and term

debt facilities less cash on hand was $213.4 million, a decrease

of $48.6 million over FY15 balance of $262.0 million.

$ million

Current debt

Term debt

Cash on hand

Total Net Debt

FY16

$46.5

$169.4

($2.0)

$213.9

FY15

$85.6

$177.9

($1.5)

$262.0

The $48.1 million decrease in net debt has been primarily

due to the improved operating cash flows generated in FY16

of $103.9 million and conclusion of the IPO growth initiative

projects with capital expenditure totalling $39.7 million

in FY16 (FY15: $107.0 million). Operating cash flows are

discussed further below.

The improved net debt position has also improved Synlait’s

gearing (net debt / net debt + equity of 46.8%, against 55.7%

in FY15) and leverage (net debt / EBITDA of 2.6x, against 6.4x

in FY15).

DERIVATIVES

As at 31 July 2016 we held USD$282.6 million in foreign

exchange contracts, as detailed in note 15 of the annual

financial statements. These have been taken out and placed

across a 24-month future period, in accordance with our

treasury policy.

Given the appreciating exchange rate over the last 12

months, we had a significant mark to market unrealised

gain associated with contracts still open at year end of $73.8

million after tax. As all of our foreign exchange contracts

are fully hedged against future USD receipts and payments,

this unrealised gain is recognised in other reserves in equity

rather than through the income statement. The impact of

these foreign exchange contracts will play out in the periods

in which they mature and they will form part of our annual

average NZD / USD exchange rate in those periods.

We also have in place a nominal balance of $158.5 million

of interest rate swap agreements at year end (FY15 - $139.0

million) at various weighted average interest rates, which

generated an unrealised mark to market loss of $4.0 million

after tax as a result of continued falls in interest rates.

OPERATING CASH FLOWS

Operating cash flows at $103.9 million were $87.5 million up

on FY15 at $16.4 million. This significant increase in operating

cash flows for the year was driven largely by a $42.8 million

increase in cash profit (EBITDA) and was supported by the

expansion of our receivables assignment benefitting $33.0

million in FY16.

High advance rate payments made in FY16 have again

impacted our operating cash flows this year, however this is

a timing difference and will result in an operating cash flow

benefit in FY17 and FY18 as these retrace to historical norms.

BANK FACILITIES AND COVENANTS

The company has in place two syndicated bank facilities with

ANZ and BNZ:

1. Working capital facility – reviewed annually and year end

facility limit of $35.0 million.

2. Revolving credit facility – matures 1 August 2020 and

facility limit of $245.0 million with amortisation of $20.0

million on 1 August 2016 and $30.0 million every

12 months thereafter.

PG 20 I

Synlait Milk Limited Annual Report 2016FINANCIAL REVIEW CONTINUED

We had four bank covenants in place within our syndicated

FACILITY AMENDMENTS POST BALANCE DATE

Subsequent to reporting date, the company has renegotiated

our facility arrangements with our bank syndicate to enable

the refinance of the Mitsui financing facilities. This has

increased the working capital facility limit to NZD $170.0

million and the revolving facility limit has been reduced to

$175.0 million. This facility limit reduces by $30.0 million each

1 August and matures 1 August 2020.

Nigel Greenwood

CHIEF FINANCIAL OFFICER

bank facility agreement. These are:

Interest cover ratio - EBITDA to interest expense of

no less than 3.00x based on full year forecast result.

2. Minimum shareholders’ funds – no less than

$175.0 million from 1 August 2015 to 30 April 2016,

then $200.0 million.

3. Working capital ratio – limits varied during the year

primarily based on seasonality impacts on working capital

balances with the covenant concluding the year at 1.50x.

4. Leverage Ratio – no more than 4.25x for FY16, no more

than 4.00x for FY17 and no more than 3.75x thereafter.

The company was compliant with our bank covenants at all

times during the financial period.

It should also be noted that all unrealised gains or losses

associated with both our foreign exchange and interest

rate swap derivatives within equity are excluded when

determining our compliance with our minimum shareholder’s

funds bank covenant calculation.

The company also has trade and inventory financing facilities

with Mitsui & Co, which have no prescribed facility limits and

no prescribed covenants in place. The security associated

with the inventory finance facility is limited to the specific

inventory financed by that facility and as at 31 July 2016, all

amounts drawn from the inventory finance facility had been

repaid with no intention to redraw. We also intend to fully

repay the trade finance facility in September 2016. These

facilities expire on 31 July 2017.

PG 21

Synlait Milk Limited Annual Report 2016 I`

COMPANY PROFILE

WE ARE A NEW ZEALAND MANUFACTURER OF NUTRITIONAL SOLUTIONS,

VALUE ADDED PRODUCTS AND SPECIALTY INGREDIENTS.

We currently have 140,000 metric tonnes
(MT) of annual production capacity and can
package up to 30,000 MT of canned infant
formula with our existing infrastructure.

This unbroken chain is controlled from start
to finish, giving our customers and their
consumers complete confidence in the
integrity of the products they consume.

Most of our products are exported to
customers around the world, including Asia
(45%), Middle East and Africa (16%) and
other regions (19%). Australasia received
20% of our product in FY16.

We’ve been awarded some of New
Zealand’s top business accolades,
including the ANZ Best Business Operating
Internationally (Over $50 million) award
at the 2015 New Zealand International
Business Awards.

We listed on the New Zealand Exchange
(NZX) in 2013 and our three largest
shareholders are Bright Dairy Holding
Limited (39.1%), FrieslandCampina (9.9%)
and Mitsui & Co. (NZ) Ltd. (8.4%).

Operating as a business to business (B2B)
company, we build strong relationships
with leading customers around the globe
to create valuable partnerships for the
long term.

We have one of the largest integrated infant
formula sites in the world, offering our
customers complete supply chain integrity
from behind the farm gate to consumer.

Located in the South Island, we employ
more than 430 staff. Our Dunsandel site in
Canterbury received 658 million litres of
milk in FY16.

Our business model has been designed
to support innovation at every step of our
immediate supply chain. This begins on
farm with our milk suppliers, who produce
excellent milk and are supported to achieve
dairy farming best practice through our
Lead With PrideTM certification programme.

We’re able to collect and process
differentiated milk streams from our
Canterbury milk suppliers consistently
and at scale with some of the most
sophisticated production capability in
the world. This includes three large spray
dryers, a specialty dryer, a state of the art
consumer packaging facility and a quality
testing laboratory.

PG 22 I

Synlait Milk Limited Annual Report 2016

PG 23

Synlait Milk Limited Annual Report 2016 IYEAR
IN REVIEW

PG 24 I

Synlait Milk Limited Annual Report 2016YEAR IN REVIEW

INNOVATING
THROUGHOUT OUR
VALUE CHAIN

Our business model has been designed to support innovation

at every step of our immediate supply chain.

Together with our milk suppliers and customers, which

include some of the largest infant formula companies in the

world, our partnerships create a customer-specific value chain

allowing us to make more from milk.

THE SYNLAIT DIFFERENCE

We’re able to collect and process differentiated milk streams

consistently and at scale.

This ability allows us to build on the value created on farm

and transform unique raw milk into differentiated nutritional

solutions for our customers.

Nutritional solution volumes, which include canned infant

formula products, increased almost fourfold in FY16 to 16,000

MT (FY15 4,300MT). With higher margins than commodity

products, this was the primary driver of our overall gross

profit per MT increasing 51% in FY16 to $859 / MT ($567 / MT

BEHIND THE FARM GATE

in FY15).

It starts before milk leaves the farm gate. Together with our

milk suppliers, we can differentiate the raw milk they produce

to meet global demand for unique dairy-based products.

Our Special Milk programmes, such as a2 Milk™, Grass Fed™

and Lead With Pride™, are examples of milk differentiation.

a2 Milk™ suppliers who produce milk for The a2 Milk

CompanyTM must identify cows capable of producing milk

exclusive in the A2 type protein and manage these herds

Managing and operating a successful integrated value chain

is the result of strong partnerships.

Providing a platform for our milk suppliers to differentiate their

milk and then deliver this as a complete nutritional solution to

our customers, for their consumers, is our point of difference.

We have grown alongside our customers as their businesses

develop in markets around the world.

independently across their dairy farm. Electronic identification

(EID) allows suppliers to easily manage, track and monitor

Governance of value chains will be our focus in FY17 as we

continue to develop our integrated business approach to

their a2 MilkTM herds.

partnerships.

Suppliers meet the Grass Fed™ standard, developed in

partnership with Munchkin Inc., to supply milk for Munchkin

Grass Fed™ infant formula. The standard outlines a strict

pasture-based diet of New Zealand grown grass and crops,

excluding grain and palm kernel extract (PKE). Cows must

have access to a pasture environment, not be kept indoors and

not provided feed grown outside New Zealand.

Our Lead With Pride™ programme certifies suppliers who

meet dairy farming best practice standards across the four

pillars of milk quality, animal health and welfare, social

responsibility and environment.

These differentiated approaches add value to raw milk and

milk suppliers are rewarded with premium payments, in

addition to our final milk price, for these programmes.

“Having a role focused on customer development and
strategy realisation projects - in an international dairy
context – really excites me. I’m laying the foundation
for us to make more from milk every day with our
current and future customers around the world.”

Nadine Walker,
Projects Manager

PG 25

Synlait Milk Limited Annual Report 2016 IYEAR IN REVIEW

SPECIALTY INGREDIENTS

Innovation extends beyond nutritional solutions into our

specialty ingredients, such as lactoferrin.

The large and positive response to this opportunity resulted

in a supplier waiting list and our network of Canterbury milk

suppliers has grown from 173 to 200.

We’re pursuing opportunities to create increasingly complex

products as our capability to manufacture specialty

ingredients increases.

Our specialty dryer, formally referred to as special milks

dryer (SMD), allows us to perform a range of specialist

manufacturing methods. We can operate small scale and trial

production runs, allowing us to evaluate product concepts. We

then have the option to scale these into commercial volumes.

We plan to use this capability to move our milk into higher

value products, similar to our progress with nutritional

solutions like infant formula, over time.

GROWING OUR
MILK SUPPLY

Weak global commodity prices continued to drive a lower

milk price for a second season this year and we remained

committed to supporting our milk suppliers where possible.

On top of the $5.7 million in premiums paid in FY16, we

prioritised higher than usual advance rates in winter 2015

for the start of the 2015 / 2016 dairy season. This meant milk

suppliers were able to start in a stronger cash flow position

during a low milk volume period. We have continued this

support again at the start of FY17.

This year was the final year we purchased milk

from Fonterra under the provision of the

Dairy Industry Restructuring Act (DIRA).

Along with added production capacity

from commissioning dryer three (D3),

increased demand for nutritional

products and a forecast reduction

in FY17 milk production (due to low

commodity prices), an opportunity

was created for new milk suppliers

to join Synlait for the 2016 / 2017 dairy

season.

Momentum in our Lead With Pride™ programme continued

with 14 Gold Plus and two Gold Elite certifications achieved

in FY16. We now have 34 certified Lead With Pride™ suppliers

and several suppliers at various stages in the certification

process. We’re proud our programme is supporting best

practice dairy farming and on-going feedback from milk

suppliers is Lead With Pride™ adds real value to their

business, both operationally and financially.

COMMISSIONING SUCCESS

Our Initial Public Offering (IPO) in 2013 supported five growth

initiative projects to add capability and capacity to execute

our strategy of making more from milk.

Three of these initiatives (blending and consumer packaging

facility, 22,500m2 drystore and lactoferrin recovery facility)

were commissioned in FY14.

Our third large scale spray dryer (D3) and our quality testing

laboratory and administration building neared completion

towards the end of FY15.

DRYER THREE (D3)

Commissioning of D3 was completed in September 2015

and it successfully processed 140 million litres of milk in

its inaugural year. This milk was processed into

approximately 30,000 MT of product, including

infant formula and specialised ingredient

powders.

Preparation began in late 2014, during

construction, with several Synlait

staff and a new Production Manager

recruited to operate D3.

This early action allowed the

growing team to train together on

D2, a similar plant, while concurrently

becoming familiar with D3 as it was built.

PG 26 I

Synlait Milk Limited Annual Report 2016YEAR IN REVIEW

Incorporating health and safety and food safety improvements

QUALITY TESTING LABORATORY

into its design, D3 provides a safer work environment for staff

and contractors. Examples include a hazard and operability

plan (HAZOP) in place, reduced use of access ladders,

additional safety fencing, fully automated clean in progress

(CIP) systems and food safety zoning aligned with anticipated

industry best practice. A number of these proven features

have been retrofitted into our other plants.

The combination of early
preparation, teamwork and an
environment designed with staff
needs in mind resulted in the
successful commissioning of D3.
This was evident in D3’s operational
performance, which was similar to
our established plants.

An onsite quality testing laboratory has delivered greater

control, visibility and efficiency around our product testing in

FY16 for us, our customers and regulators.

Anticipating global regulatory change around infant formula

products, we scoped our laboratory to perform in-process,

finished product and environmental testing against domestic

and international standards.

Our laboratory was accredited to perform these tests after

joining New Zealand’s Recognised Lab Programme (RLP)

earlier this year.

RLP is a joint endorsement of a laboratory’s ability to meet

international quality and testing standards from International

Accreditation New Zealand (IANZ) and the Ministry for

Primary Industries (MPI).

More than 30 staff work in our laboratory and their world-class

expertise ensured the first year of operation was a success.

Building on our progress of validating 60 test methods this

year, we expect to validate 18 further test methods and add

full label claim testing of infant formula in FY17.

“Building on my background in chemical and
process engineering, I’ve had the chance to operate
state of the art equipment and gain insights in dairy
processing technologies and unique operations. As
we are a nutritional plant making food for babies,
quality is our top priority. We’ve set a very high
standard because we are all high achievers.”

“As a mother, I understand how critical our work in
the laboratory is to ensure we provide accurate and
reliable test results for the products we produce.
I’m surrounded by a great team in a positive
environment, which has helped me make the most
from leadership opportunities in a growing company
and new laboratory environment.”

Adeniyi Magbagbeola,
Dryer Operator (D3)

Parminder Kaur,
Microbiology
Team Leader

PG 27

Synlait Milk Limited Annual Report 2016 IYEAR IN REVIEW

THE BEST SYSTEMS AND PROCESSES

Systems and processes support us every day as we execute

to our strategy of making more from milk.

KPI data gives clarity and visibility to staff of our value drivers,

supporting them to focus on performance improvement for

the business in their area.

We made significant progress with two key initiatives in

this area throughout the year; Integrated Business Planning

(IBP) and balanced scorecards. Both will contribute to our

operational and financial performance in FY17.

We adopted IBP earlier this year to expand the narrower scope

of our Sales and Operational Planning (S&OP) process.

Information from balanced scorecards feeds into IBP,

informing strategic decision making with tactical insights and

relevant data.

All five balanced scorecards were trialled and then launched this

year. Several reporting cycles provided the opportunity for staff

to increase the relevance and usefulness of KPIs in their area.

IBP integrates our strategic, financial, sales, marketing and

operations planning into one seamless monthly process.

IBP will be fully launched in early FY17 alongside refined

balanced scorecards.

This allows our Senior Leadership Team (SLT), on a monthly

basis, to improve performance while planning and managing

SAFETY

our business over a 36-month horizon. IBP links with our

Anticipated changes were ushered into health and safety

Integrated Tactical Planning (ITP) process, which provides

legislation in April 2016.

detailed operational plans to run our business day to day.

In FY16 we focused on IBP
education, people engagement and
coordinating a step change in how
we run and manage our business.

Led by a new General Manager, several education workshops

and design sessions generated awareness of, and determined

how, IBP will support our business goals and performance.

We followed this with a series of successful IBP

pilots in May, offering staff a first glimpse of

the benefits IBP will bring in FY17.

Our balanced scorecards are monthly

dashboards of key performance

indicators (KPIs) for five areas of

the business: overall performance,

manufacturing, supply chain, quality

and sales.

Each balanced scorecard groups KPIs

into four categories of people, customers,

operations and finance.

We were well prepared for the legislative changes and had

worked pro-actively with our expert advisers to ensure we

took the opportunity to review and refresh our commitment

to providing a safe work environment for staff, contractors and

visitors.

The Board and SLT participated in a number of workshops,

ensuring we remained up to date and aware of the

opportunities to learn from industry best practice.

Supporting our commitment to everyone home safe, every day

were five initiatives in FY16 around contractor management,

permits to work, traffic management, chemical

management and emergency management.

Online learning modules are being

developed and will be introduced in

FY17 for new starters and on-going

staff education in health and

safety. Along with other education

platforms, greater visibility and

accountability of how we approach

safety across the business will be

well supported by four new roles

reporting to our Safety Manager. These

roles are positioned to work within our

high risk areas, assisting the implementation

of our safety strategy.

PG 28 I

Synlait Milk Limited Annual Report 2016YEAR IN REVIEW

More than 60% of managers completed the High Performance

Managers course this year, equipping them to lead people

engagement based on the Gallup Q12 framework and

leverage their team’s individual strengths.

Blanchard’s Situational Leadership II (SLII) remains our core

leadership programme and 95% of managers have completed

SLII training. We’ve identified some potential future leaders

who have also attended SLII training as part of their

development.

Our growth from 326 staff last year to 436 by 31 July 2016

highlighted the opportunity to strengthen the way our people

learn. The Learning Project, initiated in FY16, will focus on

realising this opportunity establishing a suite of tools and

processes to maximise the learning experience. Early steps

will include a full review of all standard operating procedures

(SOPs) as well as training and assessment processes.

Our people leadership tools have now been consolidated into

one performance appraisal system called Perform and Grow.

Gallup’s Q12, High Performance Manager and Strengths

programmes are integrated with our values and behaviours

and the SLII leadership framework.

Increased simplicity will make it
easier for managers to apply our
leadership tools and champion their

peoples’ development.

Annual objectives, monthly one on one

meetings and biannual performance

reviews in Perform and Grow will

ensure our people receive the time

and support they deserve and require

to be their best.

“I want everyone to make it home safe, every day.
Having a family, I know the impact it would have if
anything happened to me or my teammates at work.
Several months ago I was a Dryer Operator, in my
new role as a Health and Safety advisor I am helping
to create a safe, harm free work environment.”

Bryce Gousmett,
Health and Safety Advisor

INVESTING IN OUR PEOPLE

We continue to invest in our people so they can be their best

every day. This contributes to our goal of becoming the best

place to work.

Understanding our people is key to achieving this goal, and

we have made strong progress on our journey of creating a

strengths based culture.

Our first step has been assessing staff

strengths via the Gallup strengths

programme. Assessments increased

from 50 last year to 280 in FY16. The

next 12 months will see all staff

complete assessments and new

staff will complete them as they

join. By understanding the unique

strengths everyone brings to our

organisation we can adapt to their

working style and support them to be

their best.

PG 29

Synlait Milk Limited Annual Report 2016 ISENIOR LEADERSHIP TEAM

John Penno

Chris France

Martijn Jager

MANAGING DIRECTOR AND CEO

GENERAL MANAGER SALES

GENERAL MANAGER BUSINESS

John co-founded the Synlait Group
in 2000 and has been a full-time
executive for the Synlait Group
since 2006.

Chris brings more than 30 years’
business experience to Synlait
and is responsible for leading and
coordinating our sales function.

Combined with his expertise in
strategic planning, leadership and
developing high performing teams,
Chris is well positioned to support
sales as Synlait continues to make
more from milk with customers
around the world.

Chris joined Synlait in 2015 and
previously held senior management
roles at Deloitte, IAG New Zealand,
AMI Insurance and KPMG. His
background in management
consulting includes leading
significant programmes of work
across a wide range of industries.

Chris holds a Bachelor of Commerce
in accounting and a Bachelor of
Science in computer science from
the University of Canterbury in
Christchurch.

As CEO, John is responsible for
setting the strategic direction of
the company and supporting the
Senior Leadership Team to deliver
against this direction in their
areas. As Managing Director, John
contributes to the governance of
Synlait alongside our Directors on
the Board.

After completing an Agricultural
Science degree, John commenced
his career in the dairy industry as
a consulting officer for the New
Zealand Dairy Board before joining
Dexcel as a research scientist where
he completed a PhD in animal
science. As a scientist and research
program leader he worked to enable
New Zealand dairy farmers to
increase productivity and profit.

In 2009, John received an emerging
leader’s award from the Sir Peter
Blake Trust and the Excellence in
Leadership award at the 2015 New
Zealand International Business
Awards.

DEVELOPMENT

Martijn joined Synlait in September
2016 to champion an integrated
focus on business development
strategy. In this newly created role,
he oversees strategy realisation
across major new customer
acquisitions, as well as product
development, marketing, research
and communications functions.

Martijn’s 20 years of work
experience in the international
dairy industry includes various
senior commercial roles with
FrieslandCampina. His insights
of value-added dairy in B2C and
B2B market segments range from
medical foods, infant formula and
pharmaceutical excipients to
traditional dairy and feed products.

Martijn has lived and worked in
the Asia Pacific since 2002 and
he holds a Bachelor of Business
in international marketing and
management.

PG 30 I

Synlait Milk Limited Annual Report 2016SENIOR LEADERSHIP TEAM

Matthew Foster

Michael Stein

Natalie Lombe

GENERAL MANAGER MANUFACTURING

GENERAL MANAGER QUALITY AND

GENERAL MANAGER PEOPLE AND

AND SUPPLY CHAIN

REGULATORY

CULTURE

Matthew joined Synlait in 2012 and
is responsible for managing and
developing Synlait Milk’s operations
from milk suppliers to customers,
including manufacturing.

He brings a wealth of supply chain
management and dairy industry
experience to Synlait Milk Ltd
through a 20 year career with the
New Zealand Dairy Board and
Fonterra, where he held senior
management positions in the United
Kingdom, Australia, Japan, the
Americas and New Zealand.

Before joining Synlait Milk, Matthew
was CEO at NZL Group and prior to
that General Manager Commercial
for Tasman Orient Line. Matthew
is a member of the Chartered
Accountants Australia and New
Zealand and holds a Bachelor of
Management Studies from the
University of Waikato.

Natalie joined Synlait in 2011
and oversees the organisational
development, human resource,
health and safety, administration
and staff facilities functions,
with direct accountability to the
Remuneration and Governance
Committee of the Board.

Prior to joining Synlait Milk, Natalie
held executive human resource
/ organisational development
positions with Christchurch
International Airport, Goodman
Fielder, Mainland Products and
Allied Telesys, together with
significant strategy facilitation,
human resource, organisational
development and change
management experience working in
a number of fast moving consumer
goods industries in Australia.

Natalie holds a Post Graduate
Diploma in dispute resolution, a
Bachelor of Business majoring in
human resources and industrial
relations. Natalie has resigned from
her role and a global recruitment
search is underway for General
Manager People and Culture.

Michael joined Synlait in 2013 and
is responsible for providing strategic
leadership of quality and regulatory
areas across the business. He
leads a team of quality assurance,
food safety, laboratory and other
professionals.

Michael offers more than 20 years
of global quality management
experience in the infant formula,
nutritional products and medical
foods business. Prior to joining
Synlait he was Director of Quality
for Mead Johnson Nutrition, Asia-
Pacific where he led quality and
technical teams at business units
and manufacturing sites across
China, South East Asia, Oceania and
the Middle East.

During his career, Michael has
also held quality, food safety and
laboratory leadership roles with
Nestlé Nutrition, Nestlé USA
and Nutricia, Inc. Michael holds
a Bachelor of Science degree in
microbiology from the Ohio State
University.

Michael has resigned from his role,
effective 30 September 2016, to
become Quality and Food Safety
Director, Asia Pacific, with Danone
Nutricia Early Life Nutrition.
A global recruitment search is
underway for General Manager
Quality and Regulatory.

PG 31

Synlait Milk Limited Annual Report 2016 ISENIOR LEADERSHIP TEAM CONTINUED

Nigel Greenwood

Quentin Lowcay

Rob Stowell

CHIEF FINANCIAL OFFICER

GENERAL COUNSEL AND COMMERCIAL

GENERAL MANAGER INTEGRATED

Nigel has had extensive experience
in finance, having held senior
executive finance roles with
various New Zealand companies.
As CFO, Nigel is responsible for
finance, funding, legal, information
technology and strategy.

Prior to joining Synlait in 2010,
Nigel held CFO roles with Crane
Distribution NZ Limited, Gough
Group Limited and Lyttelton Port
Company Limited.

Nigel is a member of the Chartered
Accountants Australia and New
Zealand and the Institute of
Directors. Nigel holds a Bachelor of
Commerce in accounting and has
completed the General Manager
Program at the University of
Michigan.

MANAGER

BUSINESS PLANNING

Quentin joined Synlait in 2013 and
is responsible for legal affairs, risk,
corporate governance, insurance
and commercial matters –
particularly customer and supplier
relationships.

Quentin has more than 20 years of
legal experience as a corporate and
commercial lawyer, having been
a partner in several leading New
Zealand law firms. He has worked
around the world throughout the
UK, Europe, Southeast Asia, the
Middle East, India and the US.

He holds a Bachelor of Commerce
and Administration in accounting
and a Bachelor of Laws from Victoria
University of Wellington. He is a
qualified solicitor in New Zealand
and Australia, is an appointed
Notary Public and has various
risk, governance and compliance
qualifications.

Rob joined Synlait in 2007
and is responsible for leading,
implementing and managing
integrated business planning (IBP)
at Synlait.

Having previously held roles
within finance and commercial
areas of the business and most
recently managing Synlait’s sales
and operations planning (S&OP)
processes, Rob has an intimate
understanding of the business and
contributes a wealth of financial and
operations planning knowledge to
the Senior Leadership Team.

With nearly 20 years of international
financial and commercial
management experience, Rob
has held prior senior roles with
Transport for London, PlaneStation
Group and Liberty Syndicates.

Rob is a member of the Chartered
Accountants Australia and New
Zealand and holds both a Bachelor
of Commerce in accounting and a
Graduate Diploma in finance from
the University of Otago.

PG 32 I

Synlait Milk Limited Annual Report 2016Image: CEO John Penno presents at the annual staff conference.

PG 33

Synlait Milk Limited Annual Report 2016 IBOARD OF DIRECTORS

Graeme Milne

John Penno

Sam Knowles

Bill Roest

CHAIR (INDEPENDENT)

MANAGING DIRECTOR AND CEO

NON-EXECUTIVE DIRECTOR (INDE-

Graeme joined the Synlait Group as
a director in 2006. With extensive
experience, his career in the dairy
industry has seen him working in
New Zealand, Australia and Europe.
He is the Chairman of Synlait Milk
Limited and Synlait Milk Finance
Limited.

Graeme was appointed CEO of
Bay Milk Products in 1992, and has
held several leadership roles since
then. This included CEO of the New
Zealand Dairy Group, prior to the
formation of Fonterra, and interim
CEO of Richmond Limited and
Bonlac Limited in Australia.

Graeme holds several other
governance roles with a range of
organisations. He is the Chairman
of Terracare Fertilisers Ltd, Pacific T
and R Ltd, Nyriad Ltd and he chairs
Advisory Boards for Pro-Form Ltd
and Rimanui Farms Ltd. He is also a
Director of FMG, Alliance Group Ltd
and Genesis Energy Ltd.

John co-founded the Synlait Group
in 2000 and has been a full-time
executive for the Synlait Group
since 2006.

In 2009, John received an emerging
leader’s award from the Sir Peter
Blake Trust and the Excellence in
Leadership award at the 2015 New
Zealand International Business

Awards.

PENDENT)

PENDENT), CHAIR OF THE AUDIT AND

Sam has held senior executive
positions in major banks in both
Australia and New Zealand, and is
currently a Director of Synlait Milk
Limited and Synlait Milk Finance
Limited.

He has extensive experience
in private and public sector
governance, with more than 12
years on several boards of NZX
listed companies. He had a key role
in establishing Kiwibank, leading
the company from being a start-up
to a large successful business.

Sam’s governance roles focus on
growth businesses. He is a Director
of TrustPower and Opus both
NZX listed companies. Sam is also
Chairman of Partners Life, On-Brand
Partners and Adminis as well as a
Director of Magritek and Rangatira.

RISK COMMITTEE.

Bill was appointed to the Synlait
Milk Board in May 2013.

Bill’s long and varied career
included 12 years as Chief Financial
Officer of Fletcher Building Limited
until April 2013. He has held several
leadership roles in New Zealand’s
corporate sector, including
Managing Director of Fletcher
Residential and Fletcher Aluminium.

Bill is also a Director of Housing
Foundation Limited, Metro
Performance Glass and Fisher
and Paykel Appliances Holdings
Limited, where he chairs the Audit
Committee.

Bill is a member of Chartered
Accountants Australia and New
Zealand and is a Fellow of the
Association of Chartered Certified
Accountants (UK).

PG 34 I

Synlait Milk Limited Annual Report 2016BOARD OF DIRECTORS

Hon. Ruth Richardson

Li Ke

Yang Sihang

Qikai (Albert) Lu

NON-EXECUTIVE, BRIGHT DAIRY

BRIGHT DAIRY APPOINTED DIRECTOR

Li was appointed a director of
Synlait Milk in August 2010.

As of 9 September, Li has resigned
from her role as Director of Synlait
Milk Limited and Synlait Milk
Finance.

Li has worked for Bright Dairy for
over 15 years. During her years
at Bright Dairy, Li’s sales and
marketing expertise has helped the
significant growth of many different
Bright Dairy brands, including the
Bright brand.

A Vice President of Bright Dairy
& Food Co., Ltd., Li handles their
marketing, public relations, R&D
and overseas business departments.

She is a Director of a number of
Bright Dairy subsidiaries. Li holds a
Master of Business Administration
(MBA) from La Trobe University,
Melbourne.

Yang was appointed a Director of
Synlait Milk in August 2010. With
20 years of industry experience,
he is Bright Dairy and Food Co.’s
director of strategy and research
and director of several Bright Dairy
subsidiaries.

Yang previously worked for
Heilongjiang Dairy Group as
the Director of technology and
subsequently as the director of
quality assurance. He was later
appointed the secretary-general
of Heilongjiang Dairy Industry
Association and a Director of China
Dairy Industry Association.

Yang is currently a Director of
Synlait Milk Limited and Synlait
Milk Finance Limited. He holds a
Master’s Degree in food science and
engineering.

Bright Dairy appointed Qikai to
represent them on the Synlait Board
in December 2015.

Qikai joined Bright in 2011 and
has advised Bright on business
and governance matters regarding
Synlait since. He is the Deputy
Director of International Business
Development for Bright and is
responsible for all overseas project
management and communications.

He holds a Master of Business
Administration (MBA) and is a
member of the Chinese Institute of
Certified Public Accountants.

APPOINTED DIRECTOR, CHAIR OF

REMUNERATION AND GOVERNANCE

COMMITTEE

A professional company director,
Ruth specialises in agribusiness,
commercialising innovation and
finance. Ruth joined the Synlait
Group as the first independent
Director in 2004.

Ruth was the Member of Parliament
for Selwyn (Synlait’s local electorate)
from 1981 – 1984 and later New
Zealand’s Minister of Finance from
1990 to 1993.

Following her political career, Ruth
established herself as a public policy
consultant and accepted a range of
corporate governance roles. Ruth is
currently Chair SYFT Technologies
Limited, Kiwi Innovation Network
Limited (Kiwinet), The New Zealand
Merino Company and the Kula Fund
Advisory.

She is a Director of Synlait Milk
Limited, Synlait Milk Finance
Limited and the Bank of China (NZ).

Previous governance roles include
Dairy Brands, the Reserve Bank
of New Zealand and Wrightson
Limited. Ruth holds a Bachelor
of Laws (with honours) from the
University of Canterbury.

PG 35

Synlait Milk Limited Annual Report 2016 IOUR
GOVERNANCE

PG 36 I

Synlait Milk Limited Annual Report 2016OUR GOVERNANCE

MEMBERSHIP

Our Board has continued to evolve, develop and improve to

deliver a best-in-class governance model for our shareholders.

The governance of our company rests with our Board. Our

Directors are committed to ensuring the company is well

managed, focused on success and delivers value to our

owners – our shareholders.

This year Mr Dong stepped down from our Board. Mr Dong

was a long serving Director, and stepped down in December

Continuity of Board membership
continues to be an important part
of the Board and the value that it
adds to effectively governing the
complex environment the company
operates in.

2015 at our Annual Meeting of Shareholders (AMS). Mr Dong

Mr Milne was re-elected as Chair of the Board, Mr Roest was

was a Bright Dairy appointed Director, and as the former

re-elected as Chair of the Audit and Risk Committee and The

CFO of Bright Dairy, added a great deal to the financial due

Honourable Ruth Richardson was re-elected as Chair of the

diligence and oversight to the Board. Mr Dong joined the

Remuneration and Governance Committee. All chairmanship

Board in November 2010 and made a significant and vibrant

positions will be up for election again following our next AMS,

contribution over his five years, urging the company on to

to be held on 29 November 2016.

financial stability and growth and actively participating in

the successful IPO in July 2013. He will be missed, but with

all Boards, bringing on new talent and ideas are important to

ensure fresh thinking is present around the Board table.

At this year’s AMS, Mr Knowles will be retiring and available

for re-appointment in accordance with our Constitution.

Future retirements will be Mr Roest in 2017 and Mr Milne

again in 2018. These positions are also able to be re-appointed

Mr Dong was replaced in December 2015 with Mr Lu. Mr

by shareholders, subject to the individual Director wishing to

Lu has been at the Board table for a long time to assist the

stand at that time. More on how our Directors are appointed

Bright Dairy Directors with translation and understanding

is detailed in section 2 of Our Corporate Governance Report

the Western-way of doing business. As a fluent English and

at page 41.

Mandarin speaker, Mr Lu, with his background as a public

accountant with one of the big four international accounting

firms and having completed his MBA, brings a professionalism

that neatly spans the East and West cultures around the Board

table. Mr Lu takes over from Mr Dong as a member of the

Audit and Risk Committee.

Also in December 2015 at the AMS, Mr Milne stood down from

the Board and was unanimously re-elected to the Board. The

Board noted to the AMS the important work and commitment

that Mr Milne had contributed as Chair of the Board, and his

extensive experience, dedication and commitment to the

company was noted and appreciated as adding real value to

the company.

As of 9 September, Li Ke has resigned from her role as Director

of Synlait Milk Limited and Synlait Milk Finance.

Governance highlights from FY16

- FY15 was our first report on our compliance with the

recommendations for best corporate governance practice

in the Financial Markets Authority’s (FMA) Corporate

Governance in New Zealand: Principle and Guidelines. We

followed up our Annual Report for FY15 with an interview

with the FMA on our reporting and areas we could improve

in November 2015. The FMA were complimentary with our

coverage, and we have further refined the reporting this

year based on their feedback.

In December 2015 / January 2016, we commissioned a

review from NASDAQ with our shareholder community

(Shareholders Association, individual investors, institutional

investors, analysts, corporate investors and customer-

shareholders) to identify what was working well and

which areas could be improved in relation to investor

relations and communications of our corporate governance.

The report received in March 2016 has led to further

refinements and improvements in our investor relations

function, which will be rolled out over the next 18 months.

PG 37

Synlait Milk Limited Annual Report 2016 IOUR GOVERNANCE CONTINUED

- We confirmed our purpose, vision, values and our core

- We increased the focus on all work performed by our

corporate behaviours with our Board, and ensured these

auditors (Deloitte) to ensure that all non-audit services

flowed through into strategic focus for the next 24 months,

did not appear to threaten their independence and were

including our current strategic initiatives and long

consistent with their statutory audit role. This is further

range plan.

examined in section 7 of Our Corporate Governance Report

- We continued to improve and increase health and safety

at page 47.

reporting throughout the organisation and increase

- Director and SLT succession planning was reviewed,

visibility of health and safety matters to our Board. We held

updated and confirmed.

an in-depth workshop and update to the new legislation in

the area for all Directors and our Senior Leadership Team

(SLT) in March 2016. Each Board meeting commences with

a review of health and safety issues and reports, as do all

team meetings and divisional update sessions.

- We invested significantly in Board development and

training, with our Directors and SLT jointly attending a

Governance Workshop programme in conjunction with

several professors of the Stanford Graduate Business

School in Paolo Alto, USA. Speakers at the workshop

included Baba Shiv, Justin Ferrell, Robert Burgleman, David

Larcker and Charles O’Reilly. The sessions focused on

- We undertook a review of Directors’ Fees – commissioning

a report from Strategic Pay Ltd. looking into New Zealand

Boards’ remuneration generally. The Board recommended

that there be no change to Directors’ Fees, and this was

passed by shareholders at our AMS in December 2015.

In addition to the US Governance Workshop, the Board

held two workshops during the year (in December 2015

and March 2016), where the Board reviewed in detail our

purpose, values and behaviours, strategic objectives, key

targets and initiatives and the associated five year long

range plan.

strategic decision making, customer-led design thinking,

- The Board reviewed and approved the company’s capital

US market and consumer insights, corporate governance,

and debt structure strategy - planning for our medium to

optimising the dynamics of Board and management and

longer term needs.

strategic leadership. The three days were invaluable

in terms of developing a common framework that both

Directors and SLT could use to confirm our overall strategic

approach, use as a tool for future development of the

business and improve the overall corporate governance of

the company.

- To assist our Bright Dairy appointed Directors to fully

understand the New Zealand corporate governance

landscape, Ms Li Ke attended the five day company

Directors Course run by the Institute of Directors (IOD). Mr

Lu will be attending the same IOD course as our newest

Director later in 2016. We also held specialist training for

the members of our Audit and Risk Committee on the

latest International Financial Reporting Standards (IFRS)

developments and reporting requirements in March 2016.

We have taken our corporate
governance to the next level in
terms of the development and
application of leading strategic
frameworks. We have also created a
“third team” of both Board and SLT
members to work on the company’s
longer term strategic direction.

PG 38 I

Synlait Milk Limited Annual Report 2016OUR GOVERNANCE CONTINUED

OUR BOARD

Our Board is responsible for the overall corporate governance

of Synlait Milk Limited, including strategic direction,

determination of policy, approval of significant contracts

/ projects, capital and operating budgets and overall

stewardship of our organisation. Our Board is committed to

ensuring we not only make more from milk, but also make

the most from ourselves, while efficiently and effectively

managing the company to deliver on the results we all expect.

We are a non-standard company in terms of NZX listing

requirements, with certain waivers from the NZX to this

The Directors held the following meetings (including meetings

in person or by conference call) during the year:

- Board: eight meetings and three workshops (including one

offshore).

- Audit and Risk Committee: six meetings

- Remuneration and Governance Committee: four meetings

OUR COMMITTEES

We have the following permanent Board Committees:

effect. More details on the NZX waivers are detailed in Our

- Audit and Risk Committee – chaired by independent

Statutory Information section of this Annual Report (page 108),

but generally the waivers concern the appointment of our

Directors.

Our Board has up to eight Directors, and while our major

shareholder Bright Dairy holds at least 37% of our shares,

Bright Dairy may appoint up to four of those Directors – one of

Director Bill Roest (other members – Mr Lu and Mr Milne).

It is charged with monitoring our internal control and risk

management systems, financial reporting obligations,

independent audit process and ensuring we comply at all

times with all applicable laws, regulations, listing rules and

our own company policies and procedures.

whom must be a New Zealand resident who is an experienced

- Remuneration and Governance Committee –

Director. We are fortunate to have one of our long-serving

Board members, The Hon. Ruth Richardson, to fulfil this role.

We also must have a Managing Director appointed by the

Board who cannot be a Bright Dairy Director (John Penno),

and three independent Directors (Sam Knowles, Graeme Milne

and Bill Roest). Our independent Directors not only satisfy

these requirements but also bring considerable expertise and

experience to the Board table.

All of our Directors are profiled on page 34 of this Report, and

also on our website (www.synlait.com/about/key-people/

board-of-directors). A third of our independent Directors will

retire each year, and Bright Dairy may appoint their Directors

as they wish (but one must always be a New Zealand resident,

experienced Director).

More details can be found in our Constitution on our website

chaired by Hon. Ruth Richardson (other members – Mr

Milne, Ms Ke, Mr Knowles and Mr Roest). It is charged

with ensuring our commitment to health and safety, best

practice employment and fair and proper remuneration is

maintained at all times. The Committee is also responsible

for ensuring all training and development, succession

planning and proper governance structures are in place

and being properly used at all levels of the company.

Both Committees have Charters governing their operation,

membership and remit to ensure that the company

is optimally managed and governed at all times. Both

Committees meet at least three times a year, but are also

available at any stage to consider any issue within their

responsibility.

We also have a permanent Standing Committee:

(www.synlait.com/site/uploads/2013/07/Synlait-Milk-Limited-

- Continuous Disclosure Committee – chaired by

Constitution.pdf).

the Managing Director (other members being the Chief

Financial Officer, with either the Chair of the Board or

the Chair of Audit and Risk Committee). It monitors

compliance by the company and staff in relation to our

Share Trading Policy and Guidelines, and ensures that all

“material information” that is required to be disclosed to

the market under the NZX Listing Rules is immediately

disclosed.

PG 39

Synlait Milk Limited Annual Report 2016 IOUR
CORPORATE
GOVERNANCE
REPORT

PG 40 I

Synlait Milk Limited Annual Report 2016OUR CORPORATE GOVERNANCE REPORT

In accordance with the Financial
Markets Authority’s (FMA)
Corporate Governance in New
Zealand: Principles and Guidelines,
we have reviewed all our Charters,
Policies and Guidelines for
compliance. We can confirm we
comply with all nine principles
and the associated guidelines as
outlined in the FMA’s Corporate
Governance Handbook.

The following is the discussion of how we comply with

FMA’s criteria.

1. ETHICAL STANDARDS

High ethical standards are demanded from all staff and

Directors at Synlait Milk Limited.

The Synlait Standards were first launched in March 2015,

and again we are pleased to report compliance across

the business. It is reassuring that the ethical and cultural

standards we have defined for ourselves as a company are

shared among our 400-plus employees.

Areas identified for further work are ensuring our

documentation, systems and processes match the high level

of actual compliance (i.e. a documentation lag). We have

recently put in place a centralised software tool to assist

staff and their managers keep track of policies, training

requirements, key documents, manuals and procedures to

ensure all staff have easy access to the materials they need to

do their job effectively, and can be used by us to objectively

demonstrate compliance.

We will report on the effectiveness of this tool once roll-out is

completed, in our next Annual Report.

2. BOARD COMPOSITION AND PERFORMANCE

As mentioned above, under our Constitution, we have a

specific structure and appointment regime for our Directors.

We are a non-standard company in terms of NZX listing

requirements, with certain waivers from the NZX to this

We have two separate Codes of Ethics – one covers our

effect. More details on the NZX waivers are detailed in Our

Directors (Board Charter) and the other covers all our staff

Statutory Information section in this Annual Report (page 108),

(Synlait Standards). Both of these documents are available

but generally the waivers concern the appointment of our

on our website (www.synlait.com/investors/corporate-

Directors.

governance).

Our Constitution, as approved by the NZX, outlines the

These Codes have very clear expectations of the behaviours

composition of the Board of Directors as follows (provided

of our people and they detail how any transgression would

Bright Dairy continues to hold at least 37% of our shares):

be dealt with. The Synlait Standards also need to be read in

accordance with our applicable Employment Agreements

and our Employee Handbook each staff member receives on

- There must be a minimum of three Directors and a

maximum of eight Directors

induction. Our Employee Handbook contains detailed whistle-

- Four Directors may be appointed by Bright Dairy (one of

blower provisions should these ever be needed (we have not

whom must be a New Zealand resident and experienced

had any incidents or had these procedures used to date).

as a Director of a listed company in New Zealand)

These Codes have been circulated and presented to all

- There must be at least three independent Directors

Directors and staff, and are also available on our company

intranet. We have reviewed these Codes in FY16 through our

Remuneration and Governance Committee, as part of our

annual policy review cycle.

We have reviewed compliance of our Board with the Board

Charter this year and are pleased to report full compliance.

- The Chair must be an independent Director (this also

applies to the Chair of the Audit and Risk Committee)

- The Board must appoint a Managing Director who cannot

be one of the Bright Dairy appointed Directors.

PG 41

Synlait Milk Limited Annual Report 2016 IOUR CORPORATE GOVERNANCE REPORT CONTINUED

At each Annual Meeting of Shareholders (AMS) one third of

We believe we have strengthened the communication and

the Independent Directors must retire and are eligible for re-

relationship not only between our Directors themselves, but

election by the shareholders. The longest serving independent

also between our Board and our SLT.

Director must be the one to stand down.

We have induction programmes and succession plans

Each of our independent Directors meets the criteria required

at Board and Committee levels. Due to our smaller size,

to be classed as “independent”.

As mentioned above, the Board has its own Charter, and

this is available on our website (www.synlait.com/investors/

corporate-governance). It sets out the formal delegations, and

this is then enshrined in our internal Delegated Authorities

relative to many other publicly listed entities, we do not

have a standing Nomination Committee. However, for key

appointments to our SLT, our Chairman, Managing Director

and General Manager of People and Culture interview

candidates.

Policy, which is available to all staff on our intranet.

The Directors profiles are on our website (www.synlait.com/

We operate a formal review of all Directors (including our

Chairman), their performance, tenure plans, capacity and

training at least once every three years. In 2014 we performed

a detailed review of the effectiveness and functioning of our

about/key-people/board-of-directors, and are detailed on

page 34 and 35 of this Annual Report.

3. BOARD COMMITTEES

Board (including the Board Committees) and the composition

As mentioned above, both of our Committees have formal

of the skill-sets and experience of our Directors. This was

Charters, which are reviewed for compliance each year. These

in conjunction with an external adviser. The outcome of

Charters can be found on our website along with membership

this review was the identification of the need to increase

details (www.synlait.com/investors/corporate-governance).

governance training and ensure a higher degree of interaction

between the Board and our Senior Leadership Team (SLT).

We have an active company secretariat who takes minutes

and makes all information available to Directors as required.

In June 2016, the Board spent three days with our SLT

We use online portal tool “Board Papers”, which is managed

in conjunction with several professors from the Stanford

and securely hosted by Pervasent Inc. This means our

Business School, in the USA looking at strategy and

Directors not only have the latest Board or Committee papers

governance. The Board held a separate session examining

available to them, but also a library of reference material,

performance, cross cultural contributions and more effective

past meeting minutes, resolutions and background papers

Board interaction and decision making. The programme

available through the portal at any time.

evaluated Director performance and effectiveness and

explored new ways in which Director contributions might be

improved. The next Board review is set for 2018 / 2019.

During FY16, we continued our focus on Director training

through programmes delivered to our Directors. This training

covered a mix of corporate governance, specialist skills (health

and safety management, tax, treasury management and

financial reporting), NZX rules education and dairy industry

awareness – largely done in tandem with our SLT. Additionally,

the three day programme was a particular highlight. This

is discussed further in Our Governance section on page 42.

Furthermore, two detailed workshops for Directors and our

SLT were held, and Ms Ke attended the five-day company

Each Committee’s recent proceedings are reported back to

the full Board at each Board meeting.

Our Audit and Risk Committee is chaired by independent

Director Bill Roest – who is a member of the Chartered

Accountants Australia and New Zealand and a fellow of

the Association of Chartered Certified Accountants (UK).

The majority of this Committee are independent Directors,

however Qikai Lu (a Bright Dairy appointed Director) also

is a member. Mr Lu brings considerable financial and

business experience to the Committee, and is a former public

accountant in China with one of the ‘big four’ chartered

accounting firms.

Director Course run by the Institute of Directors (IOD). Mr Lu

Our Remuneration and Governance Committee is chaired by

(our newest Director) is attending the same IOD course later

the Hon. Ruth Richardson, a Bright Dairy appointed Director.

in 2016.

The majority of this Committee are independent Directors.

PG 42 I

Synlait Milk Limited Annual Report 2016OUR CORPORATE GOVERNANCE REPORT CONTINUED

Our Strategic Remuneration Policy is available on our website

Specific specialised reports are also presented to the

(www.synlait.com/investors/corporate-governance).

Committee for review, along with the complete set of draft

Each of the Directors’ individual experience and qualifications

are set out on our website (www.synlait.com/about/key-

people/board-of-directors).

Financial Statements (including notes to the accounts).

For example, these reports may be in relation to treasury

management functions and policies, stock and inventory

provisions and underlying earnings.

4. REPORTING AND DISCLOSURE

Our Board has a rigorous process to ensure the quality and

An audit report also accompanies the Financial Statements

from our auditors (who are currently Deloitte).

integrity of our Financial Statements.

Finally, to support the robustness of the Financial Statements,

On a monthly basis the full Board is presented with a very

detailed Business Performance Report (BPR), which looks at

the financial performance of the organisation and identifies

any risks, issues and opportunities, and attempts to quantify

our SLT provide written representations to the Directors in

order for them to be satisfied with the internal systems and

compliance within the organisation, which underlay the

Financial Statement production.

the upsides and downsides should any of these items

After approval by the Audit and Risk Committee, then the

eventuate. Bridges are also presented showing forecasts

complete set of Financial Statements is submitted for approval

against actuals, and the reasons for any variances – including

by the full Board with the recommendation of the Committee.

whether these are temporary timing differences or permanent

Each Director is then obliged to form a view on the quality,

variances.

accuracy and integrity of the Financial Statements and give

At each Board meeting, the BPR is
reviewed in detail to understand
the overall business performance.

their approval (or not).

In order to assist the Board to reach a conclusion on the

robustness and accuracy of our financial statements, we have

increased our focus on internal controls during 2015 and 2016.

We have conducted a full data analytics project (to ensure

our payment processes are robust and accurate), reviewed

In respect of the financial reporting for the Interim and Annual

the integrity and stability of our IT systems, conducted an

Financial Statements, the process is first governed by the

internal controls survey and established a policy and process

Audit and Risk Committee. This Committee is charged with

for integrity testing our key financial models. We have a

reviewing in significant detail the Financial Statements and

programme of work over the next three years to continue

accompanying material.

to develop and improve our internal processes and our key

The Committee starts this process by receiving a report from

controls.

our SLT – the Detailed Management Report. This Report

In relation to our obligations of continuous disclosure under

considers the accounting policies used, preparation of the

the NZX Rules, we have a Continuous Disclosure Policy.

Financial Statements, accounting estimates, significant

transactions, significant balances, additional disclosures,

banking covenants and post-balance date events. There is a

This Policy is on our website (www.synlait.com/investors/

corporate-governance).

separately tabled FAQs on the applicable Financial Statements

Under that Policy, as mentioned above, the Board formed a

to assist Directors in getting quickly to the core issues, in

Continuous Disclosure Committee chaired by our Managing

relation to the financial reporting process, accounting policies

Director and CEO. Other members are the CFO and either

and Financial Statements themselves.

the Chairman of the Board or the Chair of the Audit and Risk

We note that this year we are presenting our Financial

Committee. A co-opted member is our General Counsel.

Statements in a simplified manner to make them easier for the

It is a standing committee, and meets as required to promptly

reader to understand (as mentioned in more detail below).

and without delay consider whether an item of information

identified is “material” and requires immediate disclosure.

PG 43

Synlait Milk Limited Annual Report 2016 IOUR CORPORATE GOVERNANCE REPORT CONTINUED

Meetings typically occur by email or phone as required, and

changing the structure and formatting whilst remaining

have been very flexible and effective in considering issues of

compliant with New Zealand equivalents to International

disclosure.

The Board takes very seriously its obligation of ensuring there

is a timely release of material information by Synlait Milk

Limited to the NZX notifications platform. The Board can

confirm during FY16 continuous disclosure obligations were

complied with.

Financial Reporting Standards (NZ IFRS). This is the current

benchmark for financial reporting in the NZX50, being

recommended by both the Financial Markets Authority (FMA)

and Deloitte. To this end we have reordered the notes to

the financial statements, relocating the accounting policies

and estimates into the relevant notes. Related notes have

been combined (e.g. deferred tax and income tax) and all

In June 2015, after the deliberate leak by media of an

notes grouped into chapters. We have also provided further

announcement of our new partnership with Munchkin Inc. at

commentary within the financial statements to explain the

our Suppliers Conference, the NZX contacted us to ensure this

reported information. The resulting set of financials for FY16

announcement was not price sensitive information. We were

represent a substantial improvement on previous periods as

able to assure them it was not and we had indeed considered

we continue to work towards best practice financial reporting.

this issue prior to the announcement at the Conference, but

the incident highlighted a lack of internal process where every

media release (even if embargoed) must be placed with the

NZX prior to the planned release. We have put robust systems

and procedures in place to ensure all media releases are now

handled through the NZX platform in advance of general

Analysts are strictly dealt with according to our published

Analyst and Media Policy, also on our website (www.synlait.

com/investors/analysts-media-policy).

5. REMUNERATION

media release. We have also stopped the practice of using

Our Strategic Remuneration Policy is on our website (www.

embargoes.

synlait.com/investors/corporate-governance).

At each Board meeting, a detailed Compliance Report is

This Policy is reviewed each year to ensure it meets the

presented to the full Board for review and discussion and is

strategic policy objective of attracting, rewarding and

also considered separately by the Audit and Risk Committee.

retaining staff with the requisite skills and capabilities

This report looks at regulatory matters and updates,

to ensure our successful business outcomes. The Board

continuous disclosure obligations around core headings and

has a structured approach to remuneration, focusing on

topics, earnings forecasts by analysts, core policy compliance,

performance equity, internal equity and external equity. In

NZX disclosures issued during the period between meetings

2016 the Board approved changes to the remuneration policy

and a summary of where Synlait Milk Limited has been

/ approach for members of our SLT. This change removes any

mentioned in the news.

As previously mentioned, all our Charters, Policies and

Standards are available on our website (www.synlait.com/

investors/corporate-governance).

In addition, on our website we have all our previous financial

statements readily available for our shareholders (www.

synlait.com/investors/annual-interim-reports), including all

our analyst briefings and investor presentations (www.synlait.

com/investors/presentations).

As mentioned above for the FY16 financial statements, we

have adopted the “streamlined” approach as we continue to

work towards best practice financial reporting. Streamlining

improves the readability of the financial statements by

short term incentive from remuneration packages effective

from 1 August 2016 (see short term incentive scheme below).

This change was completed by way of ‘cashing up’ an

average of the award paid over the five-year period (2012 –

2016) into base salaries at the rate of 66%.

In addition, any change to remuneration is based on the

consideration of five factors; job size, market movement, an

individual’s position in relation to the salary range, individual

performance and eligibility for review.

The Remuneration and Governance Committee oversees the

operation of our Remuneration Policy, and monitors the overall

budgets for all employees. The Committee also recommends

to the Board, for approval, the remuneration and bonus

arrangements for our SLT and the Managing Director and CEO.

PG 44 I

Synlait Milk Limited Annual Report 2016OUR CORPORATE GOVERNANCE REPORT CONTINUED

Our SLT and our employees’ remuneration details (including

awarded based on exceeding budgeted NPAT (70%), and team

the Managing Director and CEO’s) are set out in Our Statutory

objectives (30%).

Information section of this Annual Report at page 114. We also

assess our SLT’s performance and the Directors’ Fees annually.

For employees below the SLT level, the short term incentive

opportunity ranges from 5% to 15% of the base remuneration

We have the following share incentive plan in place for our

and is based on a mixture of company profit (exceeding

senior staff:

budgeted NPAT - 40%) and individual objectives (60%).

Senior employee IPO incentive scheme

We have just completed the final year of a three year IPO

incentive scheme for 18 senior staff, provided they are still

employed by the company when the award is made. This

scheme provided the opportunity of an award of shares

based on the successful achievement against the following

performance hurdles.

The performance hurdles were split into two separate

company goals. The first is ensuring the company over-

performs on our budgeted net profit after tax (NPAT) by 10% or

more, and the second is that certain annual compound growth

targets in total shareholder returns (TSR) reaches the following

set targets:

TSR

20% or more

15%

12%

Less than 12%

Annual entitlement

as a % of base salary

25.00%

18.75%

6.25%

As noted above, the short term incentive has been removed

from remuneration packages for the SLT effective from 1

August 2016.

Other

We participate in Kiwisaver and pay the employer contribution

of 3% to all employees participating in the Kiwisaver scheme

as part of their fixed remuneration.

We also provide staff, as part of their remuneration package,

health insurance membership under the Southern Cross

Wellbeing One policy. This cover is a broad surgical and

healthcare plan which includes cover for cancer care,

unlimited surgical treatment and consultations, diagnostic

imaging, tests and recovery within 6 months of related eligible

surgical treatment or cancer care. Families of staff are also

able to join the scheme at reduced rates.

Our Directors’ remuneration (including our Managing

Director and CEO’s remuneration) is set out in Our Statutory

Information section of this Annual Report on page 109.

Targets for years one and two were not met, but the year three

targets have been met. The value of the award per senior staff

participating in the scheme is 25% of their base remuneration

6. RISK MANAGEMENT

We have a robust Risk Management Framework, which is well

embedded in the organisation after being launched in 2015.

as at 1 August 2013, being a total of $844,000 (being the award

The Framework consists of the:

of 383,558 options at an issue price of $2.20).

The scheme is now finished.

The Board plans to put in place a replacement long term

incentive programme for senior staff in the future.

- Risk Management Policy: This sets out the high-level

appetite of the company for risk and identifies the major

risk categories. It established the Board’s commitment

to risk management. The Policy links all the underlying

documents together (so provides the overall Risk

Short term incentive scheme

Management Framework).

We also have a short term performance bonus scheme

operating at all levels across our organisation. At the level

of our SLT, the short term incentive opportunity ranges from

20% of based remuneration for direct reports to the Managing

Director and CEO, and 40% of base remuneration for the

Managing Director and CEO. This short term incentive is

- Risk Management Procedures and Guidelines:

This is a more detailed document that sets out how

we identify and define what a risk is (as opposed to an

incident or a hazard), sets the levels for the severity and

likelihood of a risk occurring (producing a risk assessment),

and introduces the capturing of risks in functional areas

through the Risk Matrix.

PG 45

Synlait Milk Limited Annual Report 2016 I
OUR CORPORATE GOVERNANCE REPORT CONTINUED

- Crisis Management Plan: Defines a crisis, and puts the

As part of our Risk Management Strategy, our Board has

practical operational procedures in place to manage that

assessed the company’s appetite for risk (from zero to limited

crisis event should it ever occur.

tolerance), and this drives the risk assessment placed on any

Incident Management Plan: Defines an incident and

puts the operational procedures in place to manage an

incident.

We have rigorously tested our Crisis Management Plan on

several occasions.

At each Board meeting, the Board receives a Risk Report

– noting the top risks and emerging risks – which not only

summarises the issue, but also rates the potential impact if it

were to occur, trend data and the risk mitigation steps for the

Directors. This is then discussed in detail by the Board with

senior management.

Three to four times a year the full Risk Register is presented

to the Audit and Risk Committee, looking in detail at the top

and emerging risks in each functional area of the business,

potential impact, controls in place, mitigation options, whether

or not the residual risk is insurable (and whether insurances

are held) and trends.

Internal controls have been a focus in FY16, with this detailed

in Principle 4: Reporting and Disclosure.

particularly identified event or series of related events – in

terms of risk likelihood / probability (frequency) and risk

impact (consequences).

Our ability to effectively manage risk is also dependent on

having an appropriate risk governance structure with well-

defined roles and responsibilities.

Our risk management structure is as follows. This structure

illustrates that risk management is not the sole responsibility

of one individual or a series of individuals, but rather occurs

and is supported at all organisational levels.

Board

- Provides oversight and review

Audit and Risk Committee

- Reviews risk status
- Endorses risk strategy, policy

Our Risk Management Strategy focuses around controlling

and managing risks around seven key categories within our

business:

Risk
Management
Function

- Food safety: Affecting quality of products to such an

extent to be hazardous to human health

- Site event: Impacting on physical plant, equipment or

manufacturing operations

- Health and safety event: Harming our employees,

contractors or visitors

- Environmental event: Causing environmental damage

or harm, breaching consents or statutory obligations

SLT and Management

- Drives culture of risk management
- Manages and identifies risks

Staff and Contractors

• Comply with risk procedures
• Identify risks

To enable the Board to properly assess our risks within

- Supply event: Impacting supply of milk or raw materials

our business, we have a formalised reporting structure to

for manufacture

- Product / market development: Risks associated with

new capital projects, new products or processes

- Financial event: Loss or damage to financial systems,

fraud or other financial loss

capture enterprise-wide risks and also recognise the inter-

dependencies between different functional areas in terms

of risk management.

PG 46 I

Synlait Milk Limited Annual Report 2016OUR CORPORATE GOVERNANCE REPORT CONTINUED

The risk management reporting responsibilities are summarised as:

RISK MANAGEMENT REPORTING RESPONSIBILITIES

Board

- Review reports

- Communicate risk information issues back to the company

- Identify new and emerging risks

Audit and Risk Committee

- Review reports

- Communicate risk information issues back to the company

- Communicate key risk issues to the Board

- Identify new and emerging risks

SLT and Management

- Review reports

- Communicate key risk issues to the Audit & Risk Committee

- Closely monitor extreme risks

- Identify new and emerging risks

Risk owners

- Monitor and review the risks which they own

- Prepare reports for the risks which they own

- Provide their respective managers with information on the risks which they own

- Identify new and emerging risks

Risk Management

- Prepare reports

Committee

- Gather risk information from the relevant company people, for example, Risk owners

Staff and contractors

- Provide risk information to those that request it

- Identify new and emerging risks

- Monitor and review risks within their areas

- Identify new and emerging risks

7. AUDITORS

As previously mentioned, our external auditors are presently

the firm of Deloitte. In accordance with our audit partner

rotation policy, lead audit partner Michael Wilkes (based in

the Christchurch Deloitte office) stood down and a new audit

partner was appointed - Andrew Dick. More on Andrew can

be found at http://www.deloitteprivate.co.nz/get-to-know-us/

our-people/19/andrew-dick/.

Deloitte was originally appointed prior to the first Annual

Meeting of Shareholders (AMS) to provide auditing services

to us as they are also the auditors used by Bright Dairy in

China, and there are significant savings and administrative

advantages in having both firms contracted in New Zealand

and China, as Bright Dairy performs a consolidation of our

accounts for their reporting purposes on the Shanghai Stock

Exchange.

Each year we review and assess the performance of our

external auditors by both Directors and senior management

through an internal questionnaire reviewed by the Chair of

the Audit and Risk Committee. This survey looks at all aspects

of the audit performance, relationship management and

professional services supplied by Deloitte to us.

Both management and the Board have a strict policy to

carefully review any services provided by Deloitte outside

of their audit function. The Chair of the Audit and Risk

Committee is consulted by management where there may be

a perception that independence could be threatened. Where

there is any doubt or risk to the appearance of independence,

then the required work is provided by another firm.

We have increased this area of focus in FY16, and dramatically

reduced the amount of non-audit work performed by Deloitte

to ensure there is a proper appearance of independence. We

do wish to stress that we have never had a situation where we

believe Deloitte’s independence was actually ever at question.

PG 47

Synlait Milk Limited Annual Report 2016 IOUR CORPORATE GOVERNANCE REPORT CONTINUED

In both March and September 2016, Deloitte provided us with

independence, integrity and objectivity of their role as our

an Independence Report, where all fees charged to Synlait

external auditor. These confirmations have not highlighted

Milk Limited were examined in detail to ensure there has

any areas for concern.

been no actual threat, or any appearance of a threat, to the

The work performed by Deloitte during FY16 is as follows:

AREA

OVERVIEW OF WORK INVOLVED

BASIS OF DECISION TO INVOLVE

DELOITTE

INVOICED FEES

Taxation

- Various engagements including GST

- These services are compliance in

$117,000

review, assistance with the IRD audit,

nature and are not inconsistent with

high level review of tax governance

Deloitte’s role as auditor. Deloitte’s

processes and tax depreciation review

ongoing role as provider of tax

work

compliance services was cleared with

the Audit and Risk Committee

Consulting

- Assistance with Commerce

- The Audit and Risk Committee is

$51,000

Commission submissions and review

satisfied that this advisory service is

relating to Dairy Industry legislation

not inconsistent with Deloitte’s role

and its operation

as auditor, and relies on the specialist

knowledge of one individual partner in

the Auckland office of Deloitte who is

unconnected with any audit work.

All the above matters were closely examined by management

All fees paid to our auditors are also disclosed in our financial

and the Chair of the Audit and Risk Committee prior to

statements, and are in summary as follows (1 August to 31 July):

engaging Deloitte on the tasks, to make sure the Committee

was satisfied that the objectivity and independence of Deloitte

as our external auditor was not compromised.

The relationship between the Audit and Risk Committee (on

behalf of the Board) and Deloitte is very healthy, and separate

sessions are held with just the Directors and the audit partner

to ensure there is no undue pressure or other issues in relation

to the conduct of the audit engagement and reporting. If there

were any complaints from our auditors, then these can be

directly raised with the Board, the Chair of the Audit and Risk

Committee, or the Audit and Risk Committee themselves, and

do not have to be elevated through management.

Our auditors attend every Audit and Risk Committee meeting

which is considering our Financial Statements, and also are

asked to attend our AMS each year. Shareholders can ask our

auditors any questions during the open AMS forum.

Audit Work

Non-audit Work

2015

2016

$127,000

$140,000

$270,000

$168,000

Percentage (non-audit

213%

120%

/ audit)

The above trend demonstrates our improvement in the area of

non-audit work awarded to Deloitte. As mentioned above, we

will continue to focus on this area in FY17.

In accordance with section 207T of the Companies Act,

Deloitte will be automatically appointed at our AMS in

November 2016 unless the there is a resolution to the contrary.

Our shareholders will be asked at the AMS whether or not

they approve the Board to fix the auditor’s fees and expenses

for the following financial year (FY17) in accordance with

section 207S of the Companies Act.

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Synlait Milk Limited Annual Report 2016OUR CORPORATE GOVERNANCE REPORT CONTINUED

8. SHAREHOLDER RELATIONS

We have an Investor Relations Centre on our website (www.

synlait.com/investors). Here shareholders will find:

- A live feed of our NZX listed share price, with historical

pricing and trading data

- A complete set of all announcements and releases made

by us to the NZX and the general media

In December 2015, we hosted our AMS on our site in

Dunsandel, Christchurch for the first time and after the

AMS, our staff and management conducted tours for our

shareholders of our plant. This was very well received by

our shareholder community – particularly the individual

shareholders who came to the AMS (as opposed to the

corporate or institutional investors). We plan to repeat this

exercise every couple of years to ensure our shareholders

understand our business better and can see the growth and

- Key dates in the investor schedule, such as our Annual

development that they are financing through their ongoing

Meeting of Shareholders, financial statements release

shareholding in the company.

dates, planned announcements or updates

As mentioned in Our Governance section (page 36), we

- Copies of all our Annual Reports and Interim Reports

commissioned a review from NASDAQ with our larger

(including our initial offer document)

- All investor presentations

shareholder community (including representatives from the

Shareholders Association, individual investors, institutional

investors, analysts, corporate investors and customer-

Shareholder information relating to our share register

shareholders), to identify what was working well and which

and how to contact our registry service provider

areas could be improved in relation to investor relations and

(Computershare – see their details inside the back cover

communications of our corporate governance.

of this Annual Report)

The report received in March 2016 has led to further

- Our Corporate Governance section – with all our key

refinements and improvements of our Investor Relations Plan -

governance documents available

which will be rolled out over the next 18 months. We will report

- Our analyst and media policy

- FAQs

- Contact details for investor matters

This area is regularly updated by our Communications team.

Our Annual Meeting of Shareholders (AMS) is held each year

(in November or December), usually in the early afternoon,

in the Christchurch area, unless otherwise advised. All

shareholders are warmly invited to attend and actively

participate in the Meeting.

As mentioned above, our auditors are requested to attend the

AMS and the shareholders are given an opportunity to ask any

questions of our auditors in an open session chaired by the

Chair of the Board.

on progress in our next Annual Report.

9. STAKEHOLDER INTERESTS

As a publicly listed company, we have important relationships

with our investors, employees, customers, suppliers, bankers,

creditors, our local community where we are based and the

wider region in which we operate.

We depend heavily on the professionalism and competence

of our milk suppliers. We support them through Lead With

PrideTM (LWP), which is our best practice dairy farming

certification programme. LWP recognises and financially

rewards milk suppliers who achieve dairy farming best

practice. It’s transformational and guarantees the integrity

of pure natural milk produced on certified dairy farms.

PG 49

Synlait Milk Limited Annual Report 2016 IOUR CORPORATE GOVERNANCE REPORT CONTINUED

There are four pillars to Lead With PrideTM; milk quality,

We support many local groups and community bodies through

environment, animal health and welfare and social

sponsorships and donations. This year we gave away more

responsibility. The outputs of these programmes on farm

than $15,000 in donations and sponsorships. For example,

benefit not only the milk suppliers, but their staff, their

we continued to sponsor our local rugby club in FY16 as

neighbours and the wider community in Canterbury,

well as local school and community initiatives. We have also

New Zealand.

Each year, all our milk suppliers are invited to our Suppliers

Conference in June. We also invite a range of customers, rural

and financial professionals and Synlait staff. This year, we

had a variety of expert speakers from industry and academia

contributed previously to the local volunteer fire service

(providing them with an emergency vehicle and training

facilities at our plant). We are active supporters of farming

and agricultural activities, conferences, workshops and

programmes throughout rural Canterbury.

supporting our Conference theme of ‘The Big Picture –

Our own staff are well served with regular communications.

Creating Value Through Partnerships’. At the Conference, we

Each staff member is posted a newsletter to their home, and

held our Dairy Honours 2016 ceremony and recognised the

each week our Managing Director and CEO sends a brief

achievements of our milk suppliers with eight awards focused

email update to all staff about topical events. This is on top of

on best practice dairy farming.

We also work very closely with all our ingredient suppliers,

transport partners, workforce recruiters and temporary staffing

noticeboards, regular team meetings, an active intranet portal

and several events during the year to bring teams and the

company together for work and social purposes.

agencies, engineering partners and contractors. We have

Our social club is very active – and makes sure a variety of

contracts with each of them to regulate our relationships and

events and activities are available for staff and their families

ensure that we treat them fairly, and that our expectations of

throughout the year. This includes an annual picnic day for

the highest quality products and services are clearly defined

families, BBQ events at the plant, movie nights, pub quizzes

and detailed. All our key ingredient suppliers are thoroughly

and more.

We also have policies governing all our interactions with these

various stakeholders to ensure we act fairly towards them,

and this is enshrined at Board level within our Board Charter

(Directors Code of Conduct – Appendix 1) and for all our

employees in our Synlait Standards. Copies of both documents

are on our website (www.synlait.com/investors/corporate-

governance).

The Board assesses compliance with these policies annually.

audited and reviewed on a regular basis by our Procurement

Team – apart from the continual quality monitoring

programming which we have in place throughout our supply-

chain and production process.

We value our relationship with iwi and in FY16 established
a Cultural Advisory Group with te Taumutu Ru-nanga to
further our strategic relationship. This Cultural Advisory

Group aims to improve collaboration and strengthen our

relationship by providing a mechanism to engage outside

Resource Management Act processes where consultation has

traditionally occurred.

Being a good community member is important to Synlait. We

hand deliver our ‘In the Loop’ newsletter to our neighbours

when we have news to share. This newsletter is a key tool in

keeping our neighbours informed about our operations, our

upcoming plans and gives the opportunity to speak to them in

person to ensure our relationship remains strong.

PG 50 I

Synlait Milk Limited Annual Report 2016PG 51

Synlait Milk Limited Annual Report 2016 IOUR
FINANCIAL
STATEMENTS

PAGE 52 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016

SYNLAIT MILK LIMITED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

CONTENTS

Directors’ responsibility statement

Financial statements

Income statement

Statement of comprehensive income

Statement of changes in equity

Statement of financial position

Statement of cash flows

Statement of accounting policies

Notes to the financial statements

Performance

1 Underlying net profit after tax

2 Revenue recognition and segment information

3 Expenses

4 Reconciliation of profit after income tax to net cash inflow from operating activities

Working capital

5 Trade and other receivables

Inventories

7 Trade and other payables

Long term assets

8 Property, plant and equipment

Intangible assets

Debt and equity

10 Finance income and expenses

11 Loans and borrowings

12 Share capital

13 Share based payments

14 Reserves and retained earnings

Financial risk management

15 Financial risk management

16 Financial instruments

Other

17 Income tax

18 Other investments

19 Related party transactions

20 Contingencies

21 Commitments

22 Events occurring after the reporting period

23 Other accounting policies

Auditor’s report

PAGE

100

101

102

I PAGE 53

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 DIRECTORS’ DECLARATION
31 JULY 2016

DIRECTORS’ RESPONSIBILITY STATEMENT

The Directors are pleased to present the financial statements for Synlait Milk Limited and its subsidiary, Synlait Milk Finance
Limited, (together “the Group”) as set out on pages 55 to 101 for the year ended 31 July 2016.

The Directors are responsible for ensuring that the financial statements present fairly the financial position of the Group as at 31 July
2016 and the financial performance and cash flows for the year ended on that date.

The Directors consider that the financial statements of the Group have been prepared using appropriate accounting policies,
consistently applied and supported by reasonable judgements and estimates and that all relevant financial reporting and accounting
standards have been followed.

The Directors believe that proper accounting records have been kept which enable, with reasonable accuracy, the determination of
the financial position of the Group and facilitate compliance of the financial statements with the Financial Markets Conduct Act 2013.

For and on behalf of the Board.

Graeme Milne

CHAIRMAN
16 September 2016

John Penno

MANAGING DIRECTOR
16 September 2016

PAGE 54 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016INCOME STATEMENT
FOR THE YEAR ENDED 31 JULY 2016

Revenue

Cost of sales

Gross profit

Other income

Share of loss from associates

Sales and distribution expenses

Administrative and operating expenses

Earnings before net finance costs and income tax

Finance expenses

Finance income

Loss on derecognition of financial assets

Net finance costs

Net movement in unrealised foreign exchange gains / (losses)

Profit before income tax

Income tax expense

Net profit after tax for the year

Earnings per share

2016

$’000

2015

$’000

546,866

448,136

(446,874)

(392,675)

Notes

5, 10

99,992

536

(1,151)

(13,629)

(24,696)

61,052

(14,485)

(517)

(14,984)

2,326

48,394

(14,011)

34,383

55,461

439

(378)

(10,472)

(18,705)

26,345

(9,161)

311

(37)

(8,887)

(2,326)

15,132

(4,580)

10,552

Basic and diluted earnings per share (cents)

23.50

7.21

Supplementary Information

Profit for the period

Underlying adjustments

Net movement in unrealised foreign exchange (gains) / losses

Adjustments before tax

Tax credit on underlying adjustments

Underlying net profit after tax

Underlying net profit per share (cents)

Notes

2016

$’000

34,383

(2,326)

651

32,708

22.35

2015

$’000

10,552

2,326

(651)

12,227

8.35

Underlying net profit after tax is a non‑IFRS financial performance measure that represents net profit after tax stated in compliance
with NZ IFRS after excluding the net movement in unrealised foreign exchange gains or losses. It is presented to enable
stakeholders to make an assessment and comparison of the Group’s underlying performance across different accounting periods.
Further information can be found in note 1 to the financial statements.

The accompanying notes form part of and are to be read in conjunction with these financial statements.

I PAGE 55

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2016

Profit for the period

Items that may be reclassified subsequently to profit and loss

Revaluation of property, plant and equipment

Effective portion of changes in fair value of cash flow hedges

Net change in fair value of cash flow hedges transferred to profit and loss

Notes

2016

$’000

34,383

–

69,574

218

Income tax on other comprehensive income

(19,542)

Total items that may be reclassified subsequently to profit and loss

Other comprehensive income / (loss) for the year, net of tax

Total comprehensive income / (loss) for the year

50,250

84,633

2015

$’000

10,552

16,810

(48,368)

985

8,726

(21,847)

(11,295)

The accompanying notes form part of and are to be read in conjunction with these financial statements.

PAGE 56 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2016

Share
capital

Employee
benefits
reserve

Cash flow
hedge
reserve

Revaluation
reserve

Retained
earnings

Total

equity

Notes

$’000

172,247

–

Group

Equity as at 1 August 2014

Profit or loss for the year

Other comprehensive income

Revaluation of property, plant and
equipment

Effective portion of changes in fair value
of cash flow hedges

Movement in time value hedge reserve

Net change in fair value of cash flow
hedges transferred to profit and loss

Income tax on other comprehensive income

Total other comprehensive income

Employee benefits reserve

13,14

Total contributions by and distributions
to owners

Equity as at 31 July 2015

172,247

Profit or loss for the year

Other comprehensive income

Revaluation of property, plant and
equipment

Effective portion of changes in fair value
of cash flow hedges

Movement in time value hedge reserve

Net change in fair value of cash flow
hedges transferred to profit and loss

Income tax on other comprehensive income

Total other comprehensive income

Employee benefits reserve

13, 14

Total contributions by and distributions
to owners

–

$’000

(2,103)

$’000

8,008

$’000

4,918

183,130

–

(37,270)

(11,098)

985

13,268

(34,115)

–

10,552

16,810

–

(4,542)

12,268

–

16,810

(37,270)

(11,098)

985

8,726

(21,847)

(36,218)

20,276

15,470

171,846

–

80,017

(10,443)

218

(19,542)

50,250

–

34,383

–

80,017

(10,443)

218

(19,542)

50,250

364

–

364

Equity as at 31 July 2016

172,247

435

14,032

20,276

49,853

256,843

The accompanying notes form part of and are to be read in conjunction with these financial statements.

I PAGE 57

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2016

Current assets

Cash and cash equivalents

Trade and other receivables

Goods and services tax refundable

Income accruals and prepayments

Inventories

Derivative financial instruments

Total current assets

Non‑current assets

Property, plant and equipment

Intangible assets

Other investments

Derivative financial instruments

Total non‑current assets

Total assets

Current liabilities

Loans and borrowings

Trade and other payables

Current tax liabilities

Derivative financial instruments

Total current liabilities

Non‑current liabilities

Loans and borrowings

Deferred tax liabilities

Derivative financial instruments

Total non‑current liabilities

Total liabilities

Equity

Share capital

Reserves

Retained earnings

Total equity attributable to equity holders of the Group

Total equity and liabilities

The accompanying notes form part of and are to be read in conjunction with these financial statements.

PAGE 58 I

Notes

2016

$’000

2,045

37,793

656

2,446

73,885

33,049

2015

$’000

1,529

68,141

1,240

2,225

63,804

178

149,874

137,117

433,889

436,038

4,140

824

1,729

440,582

590,456

46,546

55,598

11,702

6,737

120,583

4,651

1,976

–

442,665

579,782

85,646

80,367

137

33,677

199,827

168,908

177,921

35,569

8,553

213,030

333,613

172,247

34,743

49,853

256,843

590,456

13,600

16,588

208,109

407,936

172,247

(15,872)

15,471

171,846

579,782

Synlait Milk Limited Financial Statements for the year ended 31 July 2016STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2016

Cash flows from operating activities

Cash receipts from customers

Cash paid for milk purchased

Cash paid to other creditors and employees

Goods and services tax refunds

Income tax refunds

Net cash inflow from operating activities

Cash flows from investing activities

Interest received

Acquisition of property, plant and equipment

Proceeds from sale of property, plant and equipment

Acquisition of intangible assets

Purchases of equity instruments

Net cash outflow from investing activities

Cash flows from financing activities

Repayments of borrowings

Receipt of borrowings

Net movement in working capital and trade finance facilities

Interest paid

Net cash (outflow) / inflow from financing activities

Net increase / (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the financial year

Cash and cash equivalents at end of year

Notes

2016

$’000

2015

$’000

585,881

(275,444)

(207,099)

584

(19)

103,903

479,763

(311,877)

(157,823)

7,640

(1,327)

16,376

305

(39,685)

(106,982)

(1,353)

119

(993)

–

(2,284)

(40,940)

(109,835)

(88,624)

82,081

(39,100)

(16,804)

(62,447)

516

1,529

2,045

(18,075)

102,488

22,533

(14,351)

92,595

(864)

2,393

1,529

The accompanying notes form part of and are to be read in conjunction with these financial statements.

I PAGE 59

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 STATEMENT OF ACCOUNTING POLICIES

REPORTING ENTITY

The financial statements presented are those of the Group,
including Synlait Milk Limited and its subsidiary Synlait Milk
Finance Limited.

Synlait Milk Limited is primarily involved in the manufacture
and sale of dairy products.

The parent company, Synlait Milk Limited, is a profit‑oriented
entity, domiciled in New Zealand, registered under the
Companies Act 1993 and listed on the New Zealand Stock
Exchange. Synlait Milk Limited is a FMC reporting entity
under the Financial Market Conducts Act 2013 and its financial
statements comply with that Act.

BASIS OF PREPARATION

The financial statements of the Group have been prepared in
accordance with Generally Accepted Accounting Practice in
New Zealand (‘NZ GAAP’). They comply with New Zealand
equivalents to International Financial Reporting Standards (‘NZ
IFRS’) and other applicable Financial Reporting Standards, as
applicable for profit oriented entities. The consolidated financial
statements also comply with International Financial Reporting
Standards (‘IFRS’).

The financial statements were authorised for issue by the
directors on 16 September 2016.

Basis of Measurement
These financial statements have been prepared on the
historical cost basis except for the following:

‑ Financial assets and liabilities (including derivative
instruments) at fair value

‑ Land, buildings, plant and equipment

Functional and presentation currency
Items included in the financial statements of the Group
are measured using the currency of the primary economic
environment in which the entity operates (‘the functional
currency’). The financial statements are presented in New
Zealand Dollars ($), which is the Group’s functional currency
and are rounded to the nearest thousand ($000).

Transactions and balances
Transactions in foreign currencies are translated to the
functional currency at the exchange rates at the dates of the
transactions. Monetary assets and liabilities denominated in
foreign currencies at the reporting date are retranslated to the
functional currency at the exchange rate at that date.

Use of accounting estimates and judgements
The preparation of these financial statements in conformity
with NZ IFRS requires management to make judgements,
estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from
these estimates and assumptions.

Estimates and assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in
which the estimate is revised and in any future periods affected.

Key sources of estimation uncertainty relate to assessment of
impairment of inventory, standard costs used for measuring
inventory, the industry milk price, the fair value of land,
buildings, and plant and equipment, and the derecognition of
financial assets.

BASIS OF CONSOLIDATION

The Group’s financial statements consolidate the financial
statements of Synlait Milk Limited and its subsidiary. A
subsidiary is a controlled entity over which the Group has
power, is exposed, or has rights, to variable returns from its
involvement with the entity, and has the ability to use its
power to affect its returns. Synlait Milk Finance Limited is set
up primarily for holding all banking facilities for the Group and
related interest rate swaps. Funds are loaned to Synlait Milk
Limited and interest is charged at market rates. Intercompany
transactions are eliminated upon consolidation.

PAGE 60 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016STATEMENT OF ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES

Accounting policies, accounting estimates and judgements
that summarise the measurement basis used and are relevant
to the understanding of the financial statements are provided
throughout the accompanying notes and are designated by a
shaded area.

The accounting policies adopted have been applied
consistently throughout the periods presented in these
financial statements.

= Accounting policies

= Accounting estimates

NOTES TO THE FINANCIAL
STATEMENTS

The structure of the financial statements for the Group has been
amended to give readers an enhanced understanding of the
performance of the Group. The notes to the financial statements
have been restructured into the following categories:

Performance

Working capital

Debt and equity

Long term assets

Standards, amendments and interpretations to existing

Financial risk management

standards that are not yet effective

Other

Certain new standards, amendments and interpretations to
existing standards have been published that are mandatory
for the Group’s accounting periods beginning on or after 1
January 2018, or later periods but which the Group has not
early adopted:

- NZ IFRS 9 (2014) ‘Financial Instruments’ (effective

1 January 2018)

NZ IFRS 9 (2014) consolidates previous issuances of NZ IFRS

9 and will be effective from the Group’s 2019 financial year.

The impact of this standard has not yet been determined.

- NZ IFRS 15 ‘Revenue from contracts with customers’

(effective 1 January 2018)

NZ IFRS 15 will be effective from the Group’s 2019

financial year. The impact of this standard has not yet been

determined.

- NZ IFRS 16 ‘Leases’ (effective 1 January 2019)
NZ IFRS 16 will be effective from the Group’s 2020

financial year. The impact of this standard has not yet been

determined.

There are no other standards that are not yet effective and that
are expected to have a material impact on the entity in the
current or future reporting periods and on foreseeable future
transactions.

I PAGE 61

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 PERFORMANCE

This section covers the Group’s financial performance and includes the following notes:

1 Underlying net profit after tax

2 Revenue recognition and segment information

3 Expenses

4 Reconciliation of profit after income tax to net cash inflow from operating activities

PAGE 62 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

1 UNDERLYING NET PROFIT AFTER TAX

Underlying net profit after tax reflects the underlying performance of the business for the relevant period after excluding from net
profit the after tax net movement in unrealised foreign exchange gains or losses arising from the revaluation of USD denominated
inventory financing arrangements that do not qualify for hedge accounting.

The Board does not believe that net profit after tax is reflective of underlying performance where the net movement in unrealised
gains or losses occur in different periods to the underlying transactions.

The net movement in unrealised foreign exchange losses for the period were as follows:

Mitsui &Co. (NZ) Ltd. inventory finance facility revalued to NZD

Total net movement in unrealised foreign exchange gains / (losses)

2016

2015

$’000

2,326

(2,326)

2,326

(2,326)

In November 2014 the Group negotiated and contracted a new financing facility with Mitsui & Co. (NZ) Ltd. to fund part of the
Group’s finished goods inventory. The facility was denominated in USD and was secured against committed USD customer
purchase orders. At 2015 reporting date, the revaluation of the drawn down facility to NZD resulted in a movement in unrealised
foreign exchange losses that had to be recognised in profit and loss in accordance with NZ IAS 21. During the 2016 reporting
period the Group repaid the inventory financing facility which reversed the net movement recognised in 2015 and also crystallised
a realised foreign exchange gain which has been included within net profit.

2 REVENUE RECOGNITION AND SEGMENT INFORMATION

SALES OF GOODS

Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of returns,
discounts and allowances. Revenue is recognised when the significant risks and rewards of ownership have been
transferred to the buyer, recovery of the consideration is probable, and the associated costs and possible return of goods
can be estimated reliably.

Transfers of risks and rewards vary depending on the individual terms of the contract of sale.

Dairy products

Other sundry income

Total income

2016

$’000

2015

$’000

546,866

448,136

536

439

547,402

448,575

I PAGE 63

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

DESCRIPTION OF SEGMENTS

The Group operates in one industry, being the manufacture and sale of milk powder and milk powder related products.
The Board makes resource allocation decisions based on expected cash flows and results of the Group’s operations as a
whole and the Group therefore has one segment.

Although the Group sells to many different countries, the Group operates in one principal geographical area being New Zealand.

Revenues of approximately 58% (2015: 40%) are derived from the top three external customers.

The proportion of sales revenue by geographical area is summarised below:

2016

12%

33%

16%

11%

19%

2015

10%

42%

27%

100%

China

Rest of Asia

Middle East and Africa

New Zealand

Australia

Rest of World

Total

PAGE 64 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

3 EXPENSES

The following items of expenditure are included in cost of sales

Depreciation and amortisation

Employee benefit expense

Kiwisaver contributions

Export freight

Rent

Repairs and maintenance

Consultancy

Decrease in inventory provision

Research and development

The following items of expenditure are included in sales and distribution

Depreciation and amortisation

Employee benefit expense

Kiwisaver contributions

Rent expense

Repairs and maintenance

Consultancy

Donations

The following items of expenditure are included in administrative and operating expenses

Depreciation and amortisation

Employee benefit expense

Kiwisaver contributions

Repairs and maintenance

Directors fees

Share based payments expense

Consultancy

Strategic initiatives

Deloitte services included in administrative and operating expenses

Statutory audit fee

Half year accounts review

Taxation advice

Financial modelling

Accounting advice and other consulting

Total Deloitte services

2016

$’000

19,984

23,665

557

10,912

618

5,664

606

(680)

386

1,325

5,791

123

1,595

685

577

1,378

9,278

204

469

364

2,471

1,814

112

117

–

308

2015

$’000

12,436

15,182

371

12,820

111

4,751

106

(6,002)

352

918

5,350

260

550

115

1,249

6,774

176

451

1,037

–

100

148

397

In prior years export freight costs have been included within sales and distribution expenses. This year we have reclassified export
freight costs as a cost of sale. The basis for this reclassification is that export freight costs are recovered from our customers and the
recovery is included in the revenue line of the income statement. Accordingly, export freight costs are better classified as a cost of
sale to offset the recovery income and more accurately report margin.

I PAGE 65

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

As a result of higher inventory holdings during the year, particularly at the peak of the season, our spend on external warehousing
and associated freight has increased. Depreciation increased during 2016 due to the commissioning of the third spray dryer, the
laboratory and our new administration facility.

We have a strong focus on developing our systems and processes and have invested in customer development, planning, and other
internal capabilities. This has resulted in increases in payroll and consultancy costs, as well as strategic initiative spend.

4 RECONCILIATION OF PROFIT AFTER INCOME TAX TO NET CASH INFLOW FROM OPERATING

ACTIVITIES

2016

$’000

34,383

2015

$’000

10,552

22,687

14,603

(12)

728

1,151

364

14,485

(18)

517

2,427

218

(2,326)

29,831

776

(221)

(10,080)

584

(3,156)

11,565

103,903

(13)

–

378

9,167

(311)

5,731

1,053

2,326

20,739

166

(1,439)

7,458

7,640

(59,241)

(2,481)

16,376

Profit for the year

Non‑cash and non‑operating items:

Depreciation and amortisation of non‑current assets

Gain on sale of fixed assets

Write off intangibles

Share of loss from associate

Non‑cash share based payments expense

Interest costs classified as financing cash flow

Interest received classified as investing cash flow

Loss on derecognition of financial assets

Deferred tax

Gain on derivative financial instruments

Unrealised foreign exchange (gains) / losses

Movements in working capital:

(Increase) / decrease in trade receivables

(Increase) / decrease in other receivables

(Increase) / decrease in prepayments

(Increase) / decrease in inventories

(Increase) / decrease in other current assets

(Decrease) / increase in trade and other payables

(Decrease) / increase in current tax liabilities

Net cash inflow from operating activities

PAGE 66 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016WORKING CAPITAL

The working capital section gives information about the short term assets and liabilities of the Group. This section
includes the following notes:

5 Trade and other receivables

6 Inventories

7 Trade and other payables

I PAGE 67

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

5 TRADE AND OTHER RECEIVABLES

Trade receivables are amounts due from customers for merchandise sold or services performed in the ordinary course
of business. If collection is expected in one year or less they are classified as current assets. If not, they are presented as
non‑current assets.

The recoverable amount of the Group’s receivables, which are carried at amortised cost is calculated as the present value of
estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at initial
recognition of these financial assets). Receivables with a short duration are not discounted.

Impairment losses on an individual basis are determined by an evaluation of the exposures on an instrument by instrument
basis. All individual instruments that are considered significant are subject to this approach.

For trade receivables which are not significant on an individual basis, impairment is assessed on a portfolio basis based
on numbers of days overdue, and taking into account the historical loss experienced in portfolios with a similar amount of
days overdue.

Trade receivables

Provision for doubtful receivables

Net trade receivables

Other receivables

Total receivables

2016

$’000

36,654

(33)

36,621

1,172

37,793

2015

$’000

68,380

(635)

67,745

396

68,141

The decrease in trade receivables is predominantly due to the receivables assignment to ANZ and BNZ during the reporting period,
lower commodity prices and improved debtors aging.

(a) Impaired receivables
As at 31 July 2016, trade receivables of $2.8m were overdue but not impaired (2015: $2.5m). These relate to a number of independent
customers for whom there is no recent history of default. $2.5m has since been collected leaving $0.3m unpaid which is expected to
be collected in the 2017 financial year.

The ageing analysis of these overdue trade receivables is as follows:

0 to 30 days

30 to 60 days

Over 60 days

Total overdue trade receivables

2016

$’000

2,433

148

209

2,790

2015

$’000

1,735

698

2,513

(b) Allowance for bad and doubtful receivables
The Group has recognised a loss of $146,000 in relation to unrecoverable trade receivables during the year (2015: $79,000).

Receivables denominated in currencies other than the functional currency comprise NZ$35.4m (2015: $57.8m) of USD denominated
trade receivables.

PAGE 68 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

(d) Derecognised financial assets

The Group has derecognised trade receivables that have been sold to two banks under the terms of receivables purchase
agreements entered into during July 2015 and January 2016. The Group routinely assesses the terms of the agreements and
has determined that substantially all the risks and rewards have been transferred to the banks. Receivables selected for
assignment are with customers with strong credit ratings and good payment histories. This minimises the risk (and therefore
consequences of late payment or default) as well as resulting in little volatility in the present value of future cash flows in
relation to assigned receivables under the various scenarios detailed in the terms of the two agreements. An evaluation of
external evidence of credit risk has also been performed for each customer.

The Group has assessed its continuing involvement in the assigned receivables and determined that the fair value of
continuing involvement is immaterial. The Group reassesses the facility for qualification for derecognition at each reporting
date, when the terms of the facility are amended, and assesses each new customer at the initial assignment of a receivable.

If the Group’s customers defaulted on all trade receivables that have been derecognised at balance date, the Group would be
required to pay a late payment charge of $1,333 per day for each day that these receivables remain overdue, assuming that
market conditions remain unchanged from reporting date. The likelihood that debtors will fall overdue or remain overdue for
a long period of time is small, given the strong credit ratings and good payment histories of the customers whose receivables
have been selected for assignment.

The loss for the period of $517,000 arising from derecognition of assigned receivables is the discount paid to the banks for
acquiring these receivables.

INVENTORIES

Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and where applicable,
direct labour and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the
basis of normal operating capacity. Cost is determined on a weighted average basis and in the case of manufactured goods,
includes direct materials, labour and production overheads. Net realisable value is the estimated selling price in the ordinary
course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

Estimates are required in relation to net realisable value which is the estimated selling price in the ordinary course of
business, less the estimated costs of completion and selling expenses. Reviewing the net realisable values is carried out by
management on a periodic basis and any reduction to cost is provided by way of stock provision.

A key management estimation in determining inventory cost is the Monthly Milk Price which is derived from a forecast milk
price for the year. The Monthly Milk Price forms a key component of the product standard cost through the year.

The estimate of the industry milk price is a key assumption applied by management in the financial statements. This industry
price is used for milk purchased or received from other processors during the year.

Raw materials at cost

Finished goods at cost

Finished goods at net realisable value

Total inventories

2016

$’000

14,093

54,145

5,647

73,885

2015

$’000

11,542

47,725

4,537

63,804

The total provision as at reporting date was $4.1m (2015 $3.9m) of which $3.8m related to finished goods and $0.3m related to raw
materials.

I PAGE 69

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

7 TRADE AND OTHER PAYABLES

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from
suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less otherwise they are
presented as non‑current liabilities.

Trade and other payables are recognised initially at fair value plus any directly attributable transaction costs and are
subsequently measured at amortised cost using the effective interest method. Payables that are settled within a short
duration are not discounted.

Trade payables

Accrued expenses

Employee entitlements

Total trade and other payables

2016

$’000

10,969

41,904

2,725

55,598

2015

$’000

29,961

48,558

1,848

80,367

Payables denominated in other currencies other than the functional currency comprise NZ$0.3m (2015: $1.8m) of USD and AUD
denominated trade payables and accruals.

The large decrease in payables and accruals from July 2015 is due to the decreased milk price, proportionately higher advance
payments and a reduction in capital expenditure payables at the year end.

PAGE 70 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016LONG TERM ASSETS

The assets section provides information about the long term investments made by the Group to operate the business and
generate returns to shareholders. This section includes the following notes:

8 Property, plant and equipment

9 Intangible assets

I PAGE 71

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

8 PROPERTY, PLANT AND EQUIPMENT

RECOGNITION AND MEASUREMENT

Property, plant and equipment are initially measured at cost less accumulated depreciation.

Cost includes expenditures that are directly attributable to the acquisition of the asset. The cost of self‑constructed assets
includes the cost of materials and direct labour, any other costs directly attributable to bringing the asset to a working
condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they
are located.

When a self‑constructed asset meets the definition of a qualifying asset under NZ IAS 23 ‘Borrowing Costs’, borrowing costs
directly attributable to the construction of the asset are capitalised until such a time as the asset is substantially ready for its
intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

When major components of an item of property, plant and equipment have different useful lives, they are accounted for as
separate items of property, plant and equipment.

FAIR VALUE ESTIMATION

The fair value of buildings, plant and equipment is undertaken on a cyclical basis, not exceeding three years, by an
independent registered valuer. As the assets are specialised in nature, there is no comparable market data from which to
derive a market based valuation. The valuation has consequently been prepared on a depreciated replacement cost basis and
assumes that the current use of these assets is the best and highest use. The replacement cost was based on a volume basis
for the dryers and an area basis for all other facilities.

For buildings, plant and equipment, the depreciated replacement cost method represents a level 3 valuation under the fair
value hierarchy defined within NZ IFRS 13 ‑ Fair Value Measurement. The depreciated replacement cost is defined as the
gross current replacement cost reduced by factors providing for age, physical depreciation and technical and functional
obsolescence taking into account the assets’ total estimated useful life and anticipated residual value (if any). The depreciated
replacement cost includes all the costs to purchase, deliver and install the asset. The key sensitivity of the depreciated
replacement cost valuation relates to the estimated useful lives of the assets being valued. As there are a large number of
assets all with varying estimated useful lives, it is not practical to determine a numerical sensitivity to this input factor.

The valuation for land is also a level 3 valuation under the fair value hierarchy defined within NZ IFRS 13.

REVALUATIONS

Land, buildings and plant and equipment are carried at fair value. Any increase in the fair value of land, buildings, plant and
equipment is recognised in other comprehensive income and presented in the revaluation reserve in equity unless it offsets
a previous decrease in value recognised in profit or loss, in which case it is recognised in profit or loss. A decrease in value is
recognised in profit or loss where it exceeds the increase previously recognised in equity.

Land, buildings, and plant and equipment were independently valued as at 31 July 2015 by Jones Lang LaSalle using the
depreciated replacement cost method for building, plant and equipment, and the comparable sales approach for land.

PAGE 72 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

SUBSEQUENT COSTS

The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it
is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured
reliably. The costs of the day‑to‑day servicing of property, plant and equipment are recognised in profit or loss as incurred.

DEPRECIATION

Depreciation of property, plant and equipment is recognised in profit or loss on a straight line basis over the estimated useful
lives of each part of an item of property, plant and equipment.

Leased assets are depreciated over the shorter of the lease term and their useful lives. Land is not depreciated.

Capital work in progress is not depreciated. The total cost of this work is transferred to the relevant asset category on the
completion of the project and then depreciated.

The estimated useful lives for the current and comparative periods are as follows:

Buildings

Plant and equipment

Fixtures and fittings

10 ‑ 50 years

3 ‑ 33 years

2 ‑ 14 years

Depreciation methods, useful lives and residual values are reassessed at each reporting date.

I PAGE 73

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Land

Buildings

Plant and
equipment

Fixtures and
fittings

Capital work
in progress

$’000

Total

$’000

Cost or valuation

Cost

Revaluation

Balance as at 1 August 2014

Additions

Reclassification / transfer

Disposals

Revaluation

3,047

170

3,217

–

452

–

587

Balance as at 31 July 2015

4,256

Additions

Reclassification / transfer

Disposals

–

59,354

1,760

61,114

–

13,615

–

(4,324)

70,405

–

231,262

10,272

241,534

–

5,680

(136)

(33,533)

213,545

–

44,889

113,138

–

(76)

Balance as at 31 July 2016

4,256

115,294

326,607

Accumulated depreciation

Cost

Revaluation

Balance as at 1 August 2014

Depreciation

Revaluation depreciation

Disposals

Balance as at 31 July 2015

Depreciation

Revaluation depreciation

Disposals

Balance as at 31 July 2016

Carrying amounts

As at 31 July 2015

As at 31 July 2016

–

5,451

360

5,811

2,028

33,273

1,984

35,257

10,409

(7,839)

(45,636)

–

3,333

182

–

3,515

(30)

–

15,525

1,635

(46)

17,114

4,256

70,405

111,779

213,545

309,493

3,990

146,284

3,434

–

3,434

–

557

(1)

–

1,654

(3)

5,641

1,809

–

1,809

634

–

(1)

2,442

876

–

(3)

3,315

1,548

2,325

31,766

328,863

–

31,766

134,822

(20,304)

–

19,433

(159,681)

–

12,202

341,065

134,822

–

(137)

(37,270)

438,480

19,433

–

(79)

6,036

457,834

–

40,533

2,344

42,877

13,071

(53,475)

(31)

2,442

19,734

1,817

(49)

23,944

146,284

6,036

436,038

433,889

(a) Valuations of land and buildings
Land, buildings, and plant and equipment were last valued as at 31 July 2015. Management have estimated that the valuation has
not materially changed since 2015 and that depreciated replacement cost is a fair estimate of current value. In accordance with
policy, an independent valuation will be undertaken during the 2018 financial year.

(b) Impairment
During the period, property, plant and equipment have been examined for impairment. No indicators of impairment have been
identified and no material items of property, plant and equipment are considered to be impaired.

PAGE 74 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

(c) Capital work in progress
Assets under construction includes capital expenditure projects, until they are commissioned and transferred to fixed assets.
Capital work in progress of $6.0m is significantly less than 2015 ($146.3m) due to the commissioning of the third spray dryer during
the year.

(d) Capitalised borrowing costs
During the year, the Group has capitalised borrowing costs amounting to $1.6m (2015: $5.0m) on qualifying assets. Interest has been
capitalised at the rate at which borrowing has been specifically drawn to fund the qualifying asset as disclosed in note 11. Following
commissioning of the third spray dryer and the laboratory, no qualifying assets are under construction, and as such no borrowing
costs are currently being capitalised.

INTANGIBLE ASSETS

PATENTS, TRADEMARKS AND OTHER RIGHTS

Separately acquired patents and trademarks are shown at historical cost. Patents and trademarks have a finite useful life and
are carried at cost less accumulated amortisation. Amortisation is calculated using the straight line method to allocate the
cost of patents and trademarks over their estimated useful lives of 10 years.

COMPUTER SOFTWARE

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific
software. These costs are amortised on a straight line basis over their estimated useful lives of 3 to 10 years.

Costs associated with maintaining computer software programmes are recognised as an expense as incurred. Development
costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the
Group are recognised as intangible assets.

IMPAIRMENT OF NON‑FINANCIAL ASSETS

The carrying amounts of the Group’s non‑financial assets are reviewed at each reporting date to determine whether there is
any indication of impairment.

An impairment loss is recognised if the carrying amount of an asset or its cash‑generating unit exceeds its recoverable
amount. A cash‑generating unit is the smallest identifiable asset group that generates cash flows that are largely independent
from other assets and groups.

Impairment losses recognised in respect of cash‑generating units are allocated first to reduce the carrying amount of any
goodwill allocated to the units and then to reduce the carrying amount of any other assets in the unit (group of units) on a pro
rata basis.

The recoverable amount of an asset or cash‑generating unit is the greater of its value in use and its fair value less costs to sell.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre‑tax discount rate
that reflects current market assessments of the time value of money and the risks specific to the asset.

Impairment losses are first recognised as a deduction against revaluation reserves if the asset is measured using the revaluation
model and then recognised in the profit or loss component of the statement of comprehensive income once those reserves have
been exhausted. Impairment losses in relation to assets valued using the cost model are recognised in profit or loss.

Impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased
or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable
amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss has been recognised.

I PAGE 75

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Year ended 31 July 2015

Opening net book amount

Additions

Development costs recognised as an asset

Amortisation charge (note 3)

Closing net book value

Year ended 31 July 2016

Opening net book value

Additions

Development costs recognised as an asset

Amortisation charge (note 3)

Asset disposals

Closing net book value

Computer
software

Patents,
trademarks
and other
intangibles

Intangibles
in progress

Total

$’000

2,399

–

1,627

(919)

3,107

433

1,822

(1,114)

(728)

3,520

–

(12)

176

–

186

(22)

–

340

2,092

993

(1,717)

–

1,368

429

(1,517)

–

280

4,589

993

–

(931)

4,651

862

491

(1,136)

(728)

4,140

Intangibles in progress of $0.3m at balance date is predominantly constituted of project to date spend on systems development.

PAGE 76 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016DEBT AND EQUITY

The debt and equity section gives information about the Group’s capital structure and financing costs related to this
structure. This section includes the following notes:

10 Finance income and expenses

11 Loans and borrowings

12 Share capital

13 Share based payments

14 Reserves and retained earnings

I PAGE 77

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

10 FINANCE INCOME AND EXPENSES

Interest income is recognised using the effective interest method. When a loan and receivable is impaired, the Group reduces
the carrying amount to its recoverable amount, being the estimated future cash flow discounted at the original effective
interest rate of the instrument, and continues unwinding the discount as interest income. Interest income on impaired loans
and receivables is recognised using the original effective interest rate.

Interest income on bank deposits

Settlement of ineffective portion of cash flow hedges

Total finance income

Interest and facility fees

Capitalised borrowing cost

Total finance costs

Loss on derecognition of financial assets

Net finance costs

11 LOANS AND BORROWINGS

2016

$’000

–

2015

$’000

305

311

(16,047)

(14,120)

1,562

(14,485)

(517)

(14,984)

4,959

(9,161)

(37)

(8,887)

Interest bearing liabilities are recognised initially at fair value, net of transaction costs incurred. Interest bearing liabilities are
subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption
value is recognised in the profit and loss component of the statement of comprehensive income over the period of the
borrowings using the effective interest method.

2016

$’000

25,200

21,346

–

46,546

2015

$’000

25,370

36,181

24,095

85,646

169,405

178,274

(497)

(353)

168,908

177,921

Current liabilities

Working capital facility

Trade finance facility

Inventory finance facility

Total current liabilities

Non‑current liabilities

Bank loans

Loan facility fees

Total non‑current liabilities

PAGE 78 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

(a) Terms of loans and borrowings
The bank loans and working capital facility within Synlait Milk Limited are secured under the terms of the General Security Deed
dated 26 June 2013, by which all present and future property is secured to the ANZ Bank and Bank of New Zealand.

The Group facilities include:

–

A secured revolving credit facility of $245m that matures on 1 August 2020 with amortisation of $20.0m on 1 August 2016 and

$30.0m every twelve months thereafter.

–

A secured working capital facility of $35m that matures on 28 September 2016 (management are currently finalising the levels of

revolver and working capital facilities required during the 2017 financial year, at which point the working capital facility will be

extended for a period of twelve months).

–

An unlimited and unsecured finance facility from Mitsui & Co. (NZ) Ltd. that matures on 31 July 2017. The Group will not renew

this facility effective from 1 August 2017. A new bank working capital facility will be put in place to replace this.

–

A USD denominated finance facility secured against inventory from Mitsui & Co. (NZ) Ltd. that matures on 31 July 2017. This

facility was fully repaid during 2016 and will not be drawn on during 2017. Further, the Group will not renew this facility effective

from 1 August 2017.

The Group is subject to capital requirements imposed by its bank through covenants agreed as part of the lending facility arrangements.

The Group has met all externally imposed capital requirements for the twelve months ended 31 July 2016 and 31 July 2015.

Secured term loan facility (D3) ‑ ANZ / BNZ

Secured revolving credit facility ‑ ANZ / BNZ

Secured working capital facility ‑ ANZ / BNZ

Trade finance facility ‑ Mitsui & Co. (NZ) Ltd.

Inventory finance facility ‑ Mitsui & Co. (NZ) Ltd.

Nominal
Interest rate
%

Financial
year
of maturity

–

3.71%

3.64%

2.07%

–

2016

2021

2017

Carrying

amount

2016

–

169,405

25,200

21,346

–

Carrying
amount
2015

103,280

74,994

25,370

36,181

24,095

The nominal interest rate is calculated by adding the BKBM rate (or LIBOR rate for Mitsui facilities) and the marginal rate. It
excludes line fees and swap costs.

12 SHARE CAPITAL

Ordinary shares are classified as equity.

Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction from
the proceeds.

On issue at beginning of period

146,341,197

172,247

2016

2015

2016

$’000

2015

$’000

I PAGE 79

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Weighted average number of shares during the year of 146,341,197 (2015: 146,341,197) is used to calculate Earnings per Share.

(a) Ordinary shares
All issued shares are fully paid and have no par value.

Ordinary shares are entitled to one vote per share at meetings of Synlait Milk Limited.

All Ordinary shares rank equally with regard to Synlait Milk Limited’s residual assets.

(b) Capital risk management
The Group’s capital includes share capital, retained earnings and reserves.

The Group’s policy is to maintain a sound capital base so as to maintain investor and creditor confidence and to sustain future
development of the business. The impact of the level of capital on shareholders’ return is also recognised and the Group
recognises the need to maintain a balance between the higher returns that might be possible with greater gearing and the
advantages and security afforded by a sound capital position.

The Group is subject to various security ratios within the bank facilities agreement.

The Group’s policies in respect of capital management and allocation are reviewed by the Board of Directors.

(c) Earnings per share
The Group presents basic and diluted earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the
profit or loss attributable to shareholders by the weighted average number of shares outstanding during the period. Diluted EPS is
determined by adjusting the profit or loss attributable to shareholders and the number of shares outstanding to include the effects of
all potential dilutive shares.

PAGE 80 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

13 SHARE BASED PAYMENTS

The Group operates an equity settled share based incentive plan for senior management. The plan is designed to enhance the
alignment between shareholders and the management of the Group.

(a) IPO Incentive Scheme

The Group has entered into an agreement with each participant which will provide them with a conditional contractual
right to be issued or transferred a predetermined number of shares on the third anniversary of completion of the listing of the
Group on the NZX Main Board (the Performance Date). The issue or transfer of shares pursuant to this scheme will be at an
issue price equal to the IPO listing price of $2.20. Each participant has been provided with an entitlement which has a value
(calculated as the number of new shares they could receive multiplied by the IPO listing price) equal to a maximum of 75%
of their base salary as at 1 August 2013. That entitlement is split into three equal tranches of 25%.

The issue or transfer of shares is conditional on the predetermined performance and service conditions being satisfied. The
performance conditions will be assessed at the end of each of the three years following the listing of the Group on the NZX
Main Board.

There are two separate performance conditions each of which must be satisfied. The first requires the Group’s net profit after
tax (NPAT) for the relevant financial year to be at least 10% above the budgeted NPAT for those periods. If this condition is not
met in any period, then the award for this period will never vest, even if the condition outlined below is met.

The second requires certain annual compound growth targets in total shareholder return (TSR) to be satisfied as follows:

TSR growth target

20% or more

15%

12%

Less than 12%

Options granted
(% of base salary)

25.00%

18.75%

6.25%

–

The IPO incentive scheme represents the grant of in substance nil price options. The fair value of the options granted under
the IPO incentive scheme are estimated as at the date of grant using an option pricing model that takes into account the
terms and conditions upon which the options were granted. In accordance with the rules of the plan, the model simulates
the Group’s total shareholder return relative to the sliding performance scale over the vesting period. The model takes into
account the paths of outcomes that would result in vesting in relation to the TSR performance condition, the cost of equity,
share price volatilities and an assessment of the probability of vesting to produce a predicted fair value for each option. The fair
value of each option is then applied to the number of options expected to vest to determine a total plan fair value. The NPAT
performance condition and the service condition are taken into account in determining the number of options expected to vest.

Whilst the performance conditions were met in 2016, due to some participants who were eligible to participate in the scheme not
fulfilling the service condition, a number of the options granted have been forfeited as summarised below.

The following table sets out the number of, and movement in, share options during the year:

Outstanding 1 August

Granted during the year

Forfeited during the year

Outstanding 31 July

2016

2015

495,405

1,043,139

–

(111,847)

(547,734)

383,558

495,405

I PAGE 81

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Given the extensive number of permutations of potential outcomes, the options have been valued using a probabilistic option
pricing model. Management have assessed the likelihood of each of the outcomes in satisfying the varying TSR conditions and the
other key inputs into this model are listed below:

Risk free rate

Market risk premium

Market debt / equity

Volatility

Share price at grant date

Total value of options granted at grant date ($000’s)

Volatility has been estimated by reference to trading entities similar to the Group.

First
Tranche

Second
Tranche

Third
Tranche

3.0 %

5.5 %

30.0 %

20.0 %

$2.20

862

3.6%

5.5%

30.0%

20.0%

$3.65

897

3.6%

5.5%

30.0%

20.0%

$3.70

155

(b) Expenses arising from share based payment transactions
Total expenses arising from share based payment transactions recognised during the period as part of employee benefit expense
were as follows:

Expenses for equity settled share based payment transactions

2016

$’000

364

2015

$’000

2016 was the final year of the IPO incentive scheme. Synlait Milk Limited intends to settle the IPO incentive scheme through the
issue of shares. The Board plans to put in place a replacement long term incentive scheme for senior staff in the future.

14 RESERVES AND RETAINED EARNINGS

(a) Nature and purpose of reserves

(i) Property, plant and equipment revaluation reserve
The revaluation reserve arises on the revaluation of land, buildings, plant and equipment. Where a revalued asset is sold, that portion
of the reserve which relates to that asset, and is effectively realised, is recognised in retained earnings.

(ii) Cash flow hedge reserve
The cash flow hedge reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedging
instruments and the cost of cash flow hedging instruments. Cash flow hedging instruments relate to hedged transactions that have
not yet occurred.

(iii) Employee benefits reserve
The employee benefits reserve is comprised of the cumulative share based payment expense for share options not yet vested.

(b) Dividends
No dividends were declared by the Group during the year.

PAGE 82 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016FINANCIAL RISK MANAGEMENT

The financial risk management section presents information about the Group’s financial risk exposures and the financial instruments
used to mitigate this. This section includes the following notes:

15 Financial risk management

16 Financial instruments

I PAGE 83

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

15 FINANCIAL RISK MANAGEMENT

The Group enters into a variety of derivative financial instruments to manage its exposure to interest rate and foreign
exchange rate risk, including forward exchange contracts and interest rate swaps.

Derivatives are initially recognised at fair value at the date the derivative contract is entered into and are subsequently
remeasured to fair value at each reporting date. For derivatives measured at fair value, the gain or loss that results from
changes in fair value of the derivative is recognised in earnings immediately, unless the derivative is designated and
effective as a hedging instrument. Hedges of highly probable forecast transactions or hedges of foreign currency risk of firm
commitments are designated as cash flow hedges by the Group.

The Group’s activities expose it to a variety of financial risks: market risk (including currency risk and interest rate 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 Group’s financial performance. The Group uses derivative financial
instruments to hedge certain risk exposures.

MARKET RISK

Foreign exchange risk
The Group is exposed to foreign currency risk on its sales, which are predominantly denominated in US dollars. The Group
is also exposed to foreign currency risk on the purchase of raw materials for production and capital equipment purchases
from overseas. The Group enters into derivative arrangements in the ordinary course of business to manage foreign currency
risk. These instruments include forward exchange contracts, option collars and vanilla options. These instruments enable the
Group to mitigate the risk the variable exchange rates present to future cash flows for sales receipts or purchases by fixing or
limiting the exchange rate at which these cash receipts or payments are exchanged into NZ dollars.

The Group has a Board approved treasury policy that sets the parameters under which foreign exchange cover is to be
taken. This policy requires a decreasing proportion of future cash receipts to have the Group’s exposure to foreign exchange
movements either fixed or capped. As foreign exchange contracts are entered into based on forecast cash receipts or
payments, variability in the expected timing or amounts of future cash flows can lead to ineffective hedging. To mitigate the
risk of ineffectiveness the Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the future
the exposure exists given the increasing uncertainty of cash flows. Additionally the Group’s policy is that the proportion of
risk exposure to be hedged changes on a monthly basis in response to the movement in market rates. As at 31 July 2016, the
Group has hedged 44% of its exposure to foreign exchange risk on sales, and 10% of its exposure to foreign exchange risk on
payables, over the following 2 years.

Interest rate risk
Interest rate risk is the risk that the value of the Group’s assets and liabilities will fluctuate due to changes in market interest
rates. The Group is exposed to interest rate risk primarily through its bank overdrafts and borrowings.

The Group manages its interest rate risk by using interest rate swaps to convert a portion of its floating rate debt to fixed
interest rates in relation to the benchmark interest rate element. As interest rate swaps are entered into based on forecast debt
levels, variability in future cash flows and debt levels can lead to ineffective hedging. To mitigate the risk of ineffectiveness the
Group’s policy is to hedge a decreasing proportion of the risk exposure the further into the future the exposure exists given
the increasing uncertainty of cash flows.

The Group has a Board approved treasury policy that sets the parameters to the extent of the cover taken. The policy requires
the Group to hedge 30% to 80% of its exposure to interest rate risk that matures within 3 years, 20% to 60% of the risk that
matures between 3 and 5 years, and 0% to 40% of the risk that matures between 5 and 10 years.

PAGE 84 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Credit risk
The Group’s exposure to credit risk is mainly influenced by its customer base and banking counterparties. Management
has a credit policy in place under which each new customer is rigorously analysed for credit worthiness. Investments and
derivatives are only made with reputable financial banks.

The carrying amount of financial assets represents the Group’s maximum credit exposure. The Group also retains all the late
payment risk in the derecognition of financial assets, as described in note 5.

Synlait Milk Limited guarantees all facilities held by Synlait Milk Finance Limited.

Liquidity risk
Liquidity risk represents the Group’s ability to meet its contractual obligations. The Group evaluates its liquidity requirements
on an ongoing basis and uses a variety of facilities to manage liquidity risk. The Group has negotiated banking facilities
sufficient to meet its medium term facility requirements and has also contracted two facilities with Mitsui & Co. (NZ) Ltd. to
fund part of the Group’s working capital: an unlimited and unsecured trade finance facility and a financing facility secured
against inventory.

The Group has internal limits in place in order to reduce exposure to liquidity risk, as well as having committed lines of credit.
It is the Group’s policy to provide credit and liquidity enhancements only to wholly owned subsidiaries.

Market risk

(i) Foreign exchange risk
The Group’s exposure to foreign currency risk at the reporting date was as follows:

Statement of financial position exposure before hedging
activities

Trade receivables

Trade payables

Trade finance facility

Inventory finance facility

2016

USD

$’000

24,731

(8)

(15,428)

–

AUD

$’000

–

(260)

–

2015

USD

$’000

38,037

(1,092)

(24,785)

(15,919)

AUD

$’000

–

The Group’s exposure to foreign currency in the period ended 31 July 2016 is limited to its sales of dairy products, purchases of raw
materials for production and capital equipment purchases. As at the reporting date, the Group had the following foreign exchange
derivative instruments outstanding in respect of future sales transactions:

Less than 1 year

1 to 2 years

2016

2015

Weighted

average

exchange

rate

0.6705

0.6323

Nominal

balance

USD’000

272,605

10,000

Weighted
average
exchange
rate

0.7084

0.6541

Nominal
balance

USD’000

235,941

170,200

I PAGE 85

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

(ii) Interest rate risk
As at the reporting date, the Group had the following interest rate swap contracts outstanding:

Less than 1 year

1 to 2 years

2 to 3 years

3 to 4 years

4 to 5 years

5 to 6 years

6 to 7 years

7 to 8 years

8 to 9 years

2016

2015

Weighted

average

interest rate

Nominal

Balance

Weighted
average
interest rate

Nominal
Balance

4.70%

4.53%

4.46%

4.23%

4.38%

4.34%

4.18%

3.51%

$’000

119,000

99,000

79,000

79,500

45,000

40,000

30,000

10,000

4.60%

4.71%

4.73%

4.76%

4.82%

4.85%

4.86%

$’000

129,000

116,500

94,000

71,750

50,000

35,000

25,000

19,167

15,000

The above balances include forward start swap contracts for various periods and do not necessarily reflect the current active
contracts held at any one point in time.

In managing interest rate risks, the Group aims to reduce the impact of short term fluctuations on the Group’s earnings. Over the
longer term, however, changes in interest rates will have an impact on profit.

(iii) Sensitivity analysis
The following table summarises the sensitivity of the Group’s profit and equity to interest rate risk and foreign exchange risk.

The sensitivity analysis below has been determined based on the mark to market impact on financial instruments of changing
interest and foreign exchange rates at balance date. The analysis is prepared assuming the amount of the financial instrument
outstanding at the balance sheet date was outstanding for the whole year, and by adjusting one input whilst keeping the others
constant.

2016

Profit

$’000

–

Equity

$’000

5,147

(5,458)

15,967

(16,189)

(533)

2015

Profit

$’000

–

192

(212)

(20)

Equity

$’000

5,027

(5,299)

17,793

(20,508)

(2,987)

1% increase in interest rate

1% decrease in interest rate

5% increase in exchange rate

5% decrease in exchange rate

Total increase / (decrease)

PAGE 86 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Liquidity risk
The total repayments and associated maturity of financial liabilities as at balance date is reported below.

At 31 July 2016

Working capital facility

Trade and other payables

Trade finance facility

Inventory finance facility

Loans and borrowings

Derivative financial instruments

Total

At 31 July 2015

Working capital facility

Trade and other payables

Trade finance facility

Inventory finance facility

Loans and borrowings

Derivative financial instruments

Total

Less than 12
months

Between 1
and 2 years

Between 2
and 5 years

Over 5 years

Total

$’000

25,200

55,597

21,346

–

4,270

106,413

25,377

80,367

36,245

24,159

8,009

32,055

–

887

–

182,936

11,317

206,212

194,253

–

168,908

5,090

173,998

–

5,043

–

4,487

2,406

25,200

55,597

21,346

–

168,908

15,290

286,341

25,377

80,367

36,245

24,159

190,945

50,265

407,358

I PAGE 87

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Cash flow hedges
The Group enters into cash flow hedges of highly probable forecast transactions and firm commitments, as described in accounting
policy section of this note.

Hedging instruments used in
cash flow hedges

31 July 2016

Foreign exchange risk

Forward exchange contracts (USD)

Foreign currency options (USD)

Foreign currency collars (USD)

Interest rate risk

Interest rate swaps (NZD)

Total

31 July 2015

Foreign exchange risk

Forward exchange contracts (USD)

Foreign currency options (USD)

Foreign currency collars (USD)

Interest rate risk

Nominal
amount

$’000

Carrying amount

Assets
NZD’000

Liabilities
NZD’000

Hedge accounted amounts
in cash flow reserve

Intrinsic
value
NZD’000

Time value
NZD’000

Total cash
flow hedge
reserve

NZD’000

52,405

–

230,200

158,500

122,941

5,000

278,200

9,691

–

25,087

–

34,778

176

–

1,793

–

1,976

7,898

–

22,455

11,521

15,290

(11,521)

18,832

–

655

–

655

7,898

–

23,111

(11,521)

19,488

17,495

(17,493)

–

(42)

(17,493)

(42)

25,238

(14,182)

(11,056)

(25,238)

7,532

(7,532)

–

(7,532)

Interest rate swaps (NZD)

139,000

Total

178

50,265

(39,207)

(11,098)

(50,305)

PAGE 88 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Upon realisation of the hedged transaction, the intrinsic value and time value of vanilla options at that date will be reclassified to
profit or loss. As foreign currency collars are zero cost collars their time value will be nil upon realisation of the hedged transaction
and the intrinsic value is reclassified to profit or loss.

Hedging instruments are located within the derivative financial instruments line items in the statement of financial position,
classified as assets or liabilities, current or non‑current.

Effects of cash flow
hedges on statement of
comprehensive income

Foreign exchange risk

Forward exchange contracts

Foreign currency options

Foreign currency collars

Interest rate risk

Interest rate swaps

Total

2016

2015

Hedging gains /

Hedge

Hedging gains /

Hedge

losses recognised in

ineffectiveness

losses recognised in

ineffectiveness

other comprehensive

recognised in profit

other comprehensive

recognised in profit

income

$’000

25,391

(176)

48,349

(3,990)

69,574

or loss

$’000

–

income

$’000

(17,567)

(574)

(23,566)

(6,661)

(48,368)

or loss

$’000

–

Hedge ineffectiveness is included within the finance expenses line of the income statement.

The Group has reclassified $218,000 of net losses from the cash flow hedge reserve to profit and loss upon realisation of hedged
transactions during the reporting period. This reclassification is included within the revenue line for foreign exchange gains/losses
relating to hedging instruments and finance expenses for gains/losses on interest rate swaps.

I PAGE 89

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

16 FINANCIAL INSTRUMENTS

CLASSIFICATION

The Group classifies its financial assets in three categories: at amortised cost, at fair value through other comprehensive
income and at fair value through profit or loss. The classification of financial assets depends on the business model within
which the financial asset is held and its contractual cash flow characteristics.

The Group classifies its financial liabilities in two categories: at amortised cost and at fair value through profit or loss.

(i) Financial instruments at amortised cost
Financial assets are classified as measured at amortised cost if the Group’s intention is to hold the financial assets for collecting
cash flows and the contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest.

The Group currently classifies its cash and cash equivalents, restricted cash equivalents, accounts receivable and other
receivables as financial assets measured at amortised cost.

Financial liabilities are classified as measured at amortised cost using the effective interest method, with the exception of
those classified at fair value.

The Group currently classifies its accounts payable, accrued liabilities (excluding derivatives) and term debt as financial
liabilities measured at amortised cost.

(ii) Financial instruments at fair value through other comprehensive income (“FVOCI”)
The Group has elected to designate certain investments in equity instruments that are not held for trading as FVOCI at initial
recognition and to present gains and losses in other comprehensive income. Dividends earned from such investments are
recognised in profit or loss.

(iii) Financial instruments at fair value through profit or loss (“FVPL”)
Financial assets that do not meet the criteria for classification as measured at either amortised cost or FVOCI are classified as FVPL.

Derivative financial instruments that are not in an effective hedge relationship are classified as FVPL.

RECOGNITION AND MEASUREMENT

The Group recognises a financial asset or a financial liability when it becomes a party to the contractual provisions of the
instrument.

Regular purchases and sales of financial assets are recognised on the trade date – the date on which the Group commits to
purchase or sell the asset. Investments are initially recognised at fair value plus transaction costs for all financial assets not
classified at fair value through profit or loss. Financial assets carried at fair value through profit or loss are initially recognised
at fair value, and transaction costs are expensed in the profit and loss component of the statement of comprehensive income.

Where financial assets are subsequently measured at amortised cost, interest revenue, credit losses and foreign exchange
gains or losses are recognised in profit or loss. On derecognition, any gain or loss is recognised in profit or loss. Financial
liabilities subsequently measured at amortised cost are measured using the effective interest method.

Where investments in equity instruments are designated as FVOCI, fair value gains and losses are recognised in other
comprehensive income. Dividends earned from such investments are recognised in profit or loss.

Where financial assets are subsequently measured at FVPL, all gains and losses are recognised in profit or loss.

A key management judgement is the assessment that substantially all the risks and rewards of ownership have been
transferred in the derecognition of financial assets.

Financial assets are derecognised when the rights to receive cash flows from the investments have expired or have been
transferred and the Group has transferred substantially all risks and rewards of ownership.

Financial liabilities are derecognised when the contractual obligations are discharged, cancelled or expired.

PAGE 90 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

FAIR VALUE ESTIMATION

The fair value of financial assets and financial liabilities must be estimated for recognition and measurement or for
disclosure purposes.

As the Group’s financial instruments are not traded in active markets their fair value is determined using valuation
techniques. The Group uses a variety of methods and makes assumptions that are based on market conditions existing
at each balance date.

All financial instruments held at fair value are included in level 2 of the valuation hierarchy as defined in NZ IFRS 13.

The fair value of foreign currency forward contracts is determined using forward exchange rates at balance date. The fair
value of foreign exchange option agreements is determined using forward exchange rates at balance date. The fair value
of interest rate swaps is determined using forward interest rates as at reporting date.

OFFSETTING FINANCIAL INSTRUMENTS

Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there
is a current legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or
realise the asset and settle the liability simultaneously. There are master netting agreements in place for derivative financial
instruments held, however these instruments have not been offset in the statement of financial position as they do not
currently meet the criteria for offset.

IMPAIRMENT OF FINANCIAL ASSETS

The Group assesses at the end of each reporting period whether there is objective evidence that a financial asset or group of
financial assets is impaired, with the exception of assets that are fair valued through profit or loss. A financial asset or a group
of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result
of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has
an impact on the estimated future cash flows of the financial asset or group of financial assets.

I PAGE 91

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

DERIVATIVE FINANCIAL INSTRUMENTS – HEDGE ACCOUNTING

Derivatives are initially recognised at fair value at the date the derivative contact is entered into and are subsequently
remeasured to fair value at each reporting date. For derivatives measured at fair value, the gain or loss that results from
changes in fair value of the derivative is recognised in earnings immediately, unless the derivative is designated and
effective as a hedging instrument. Hedges of highly probable forecast transactions or hedges of foreign currency risk of firm
commitments are designated as cash flow hedges by the Group.

The full fair value of a hedging derivative is classified as a current asset or liability when the remaining term of the hedged
item is 12 months or less from balance date, or when cash flows arising from the hedged item will occur within 12 months
or less from balance date. The full fair value of a hedging derivative is classified as a non‑current asset or liability when the
remaining maturity of the hedged item is more than 12 months and no cash flows will occur within 12 months of balance
date. Trading derivatives are classified as a current asset or liability.

(i) Hedge accounting
The Group designates certain hedging instruments in respect of foreign currency risk and interest rate risk as cash flow
hedges. Hedges of risk on firm commitments and highly probably transactions are accounted for as cash flow hedges.

At the inception of the hedge relationship, the Group documents the relationship between the hedging instrument and
the hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions.
Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents whether the hedging instrument
that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of the hedged item.

(ii) Cash flow hedge
The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are
recognised in other comprehensive income and accumulated as a separate component of equity in the hedging reserve.
The gain or loss relating to the ineffective portion is recognised immediately in profit or loss, included in Revenue for foreign
exchange instruments and Finance costs for interest rate swaps.

Amounts recognised in the hedging reserve are classified from equity to profit or loss (as a reclassification adjustment) in the
periods when the hedged item is recognised in profit or loss, in the same line as the recognised hedged item.

Hedge accounting is discontinued when the Group revokes the hedging relationships, the hedging instrument expires or
is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any cumulative gain or loss recognised in the
hedging reserve at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in
profit or loss. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was recognised in
the hedging reserve is immediately recorded in profit or loss.

The Group separates the intrinsic value and time value of vanilla option and collar contracts, designating only the intrinsic
value as the hedging instrument. The time value, including any gains or losses, is recognised in other comprehensive income
until the hedged transaction occurs and is recognised in profit or loss.

(iii) Derivatives that do not qualify for hedge accounting

Certain derivative instruments do not qualify for hedge accounting. Changes in the fair value of any derivative instrument
that does not qualify for hedge accounting are recognised immediately in the income statement.

PAGE 92 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

(a) Financial instruments by category

Financial assets

At 31 July 2016

Cash and cash equivalents

Derivative financial instruments

Trade and other receivables

Investments in equity

Total

At 31 July 2015

Cash and cash equivalents

Derivative financial instruments

Trade and other receivables

Investments in equity

Total

Financial liabilities

At 31 July 2016

Derivative financial instruments

Working capital facility

Trade finance facility

Inventory finance facility

Trade and other payables

Borrowings

Total

At 31 July 2015

Derivative financial instruments

Working capital facility

Trade finance facility

Inventory finance facility

Trade and other payables

Borrowings

Total

At amortised cost At fair value through
other comprehensive
income

At fair value through
profit or loss

$’000

2,045

–

37,793

–

39,838

1,529

–

68,141

–

69,670

–

110

–

110

$’000

–

34,778

–

34,778

–

178

–

178

At amortised cost At fair value through
profit or loss

$’000

–

25,200

21,346

–

55,597

168,908

271,051

–

25,370

36,181

24,095

80,367

177,921

343,934

$’000

15,290

–

15,290

50,265

–

50,265

All derivative financial instruments are designated in effective hedge relationships.

For instruments held at amortised cost, carrying amount is considered a reasonable approximation for fair value.

Total

$’000

2,045

34,778

37,793

110

74,726

1,529

178

68,141

110

69,958

Total

$’000

15,290

25,200

21,346

–

55,597

168,908

286,341

50,265

25,370

36,181

24,095

80,367

177,921

394,199

I PAGE 93

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 OTHER

This section contains additional information regarding the performance of the group during the financial year. This section includes

the following notes:

17 Income tax

18 Other investments

19 Related party transactions

20 Contingencies

21 Commitments

22 Events occurring after the reporting period

23 Other accounting policies

Auditor’s report

100

101

102

PAGE 94 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

17 INCOME TAX

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss component of the
statement of comprehensive income, 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.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted
at the reporting date, and any adjustment to tax payable in respect of previous years.

Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is
not recognised in relation to the revaluation of land. Deferred tax is measured at the tax rates that are expected to be applied
to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the
reporting date.

A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which
the temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the
extent that it is no longer probable that the related tax benefit will be realised.

Tax consolidation group
Synlait Milk Limited and its wholly‑owned New Zealand controlled entity, Synlait Milk Finance Limited, form a tax
consolidation group.

I PAGE 95

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

(a) Income tax expense

Current tax:

Current tax on profits for the year

Current tax on prior period adjustments

Total current tax

Deferred tax:

Temporary differences

Tax losses utilised

Tax losses to carry forward

Adjustment to prior year tax losses brought forward

Other prior year adjustments

Total deferred tax

Income tax (expense) / benefit

(b) Reconciliation of effective tax rate

Profit before income tax

Income tax using the Group’s domestic tax rate ‑ 28%

Other non deductible costs

Adjustment to prior year tax losses brought forward

Other prior year adjustments

2016

$’000

(11,584)

–

(11,584)

(2,043)

(387)

–

277

(274)

(2,427)

(14,011)

48,394

(13,550)

(464)

(14,014)

277

(274)

2015

$’000

–

(137)

(4,464)

–

110

–

(89)

(4,443)

(4,580)

15,132

(4,237)

(136)

(4,373)

–

(207)

Income tax (expense) / benefit

(14,011)

(4,580)

Imputation credits available directly and indirectly to the shareholders
of the Group

11,702

1,416

(d) Income tax recognised in other comprehensive income

The tax (charge)/credit relating to components of other comprehensive income is as follows:

31 July 2016

Cash flow hedges

Other comprehensive income

31 July 2015

Revaluation of property, plant and equipment

Cash flow hedges

Other comprehensive income

PAGE 96 I

Before tax

Tax (expense)/
benefit

After tax

$’000

69,792

16,810

(47,632)

(30,822)

(19,542)

(4,542)

13,268

8,726

50,250

12,268

(34,364)

(22,096)

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

Deferred Taxation

The balance comprises temporary differences attributable to:

Assets

Derivatives

Other items

Tax losses carried forward

Total deferred tax assets

Liabilities

Property, plant and equipment

Derivatives

Other items

Total deferred tax liabilities

Total deferred tax

Movements ‑ Group

Property, plant and equipment

Derivatives

Other items

Tax losses carried forward

Total

Property, plant and equipment

Derivatives

Other items

Tax losses carried forward

Total

2016

$’000

2015

$’000

–

1,714

–

1,714

(31,801)

(5,457)

(25)

(37,283)

(35,569)

14,085

1,186

110

15,381

(28,865)

–

(116)

(28,981)

(13,600)

Balance
1 Aug 2014

Recognised in
profit or loss

$’000

(20,460)

817

3,118

–

$’000

(3,898)

–

(655)

110

Recognised
in other
comprehensive
income

$’000

(4,542)

13,268

–

(16,525)

(4,443)

8,726

Balance
1 Aug 2015

Recognised in
profit or loss

$’000

(28,865)

14,085

1,070

110

$’000

(2,795)

–

478

(110)

Recognised
in other
comprehensive
income

$’000

–

(19,542)

–

(13,600)

(2,427)

(19,542)

Prior year
adjustment

Balance
31 July 2015

$’000

–

(1,393)

–

(1,358)

$’000

(28,865)

14,085

1,070

110

(13,600)

Prior year
adjustment

Balance
31 July 2016

$’000

(141)

–

141

–

$’000

(31,801)

(5,457)

1,689

–

(35,569)

I PAGE 97

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

18 OTHER INVESTMENTS

INVESTMENTS IN ASSOCIATES

Associates are those entities in which the Group, either directly or indirectly, holds a significant but not a controlling interest,
and has significant influence. Investments in associates are accounted for using the equity method and are measured in the
statement of financial position at cost plus post acquisition changes in the Group’s share of net assets. Goodwill relating to
associates is included in the carrying amount of the investment. Dividends reduce the carrying value of the investment.

Equity securities

Investment in associates

Total other investments

2016

$’000

110

714

824

Synlait Milk Limited held interests in the following entities at the end of the reporting period:

Name of entity

Country of
incorporation

Class of
shares

Equity holding

Synlait Milk Finance Limited (Subsidiary)

New Zealand

Ordinary

Sichuan New Hope Nutritional Foods Co. Ltd (Associate)

China

Ordinary

2016

100

2015

$’000

110

1,866

1,976

2015

100

Associates
In January 2015, the Group acquired 25% of the shares of New Hope Nutritionals, an infant formula company registered in China.
This company owns and markets the “Akara” and “Akarola” infant formula brands in the Chinese market, which are exclusively
manufactured by Synlait Milk Limited.

The investment is not individually significant to the Group. The Group’s share of this equity accounted investment is as follows:

Loss from continuing operations

Other comprehensive income

Total comprehensive income

The carrying value of the investment in New Hope Nutritionals was $0.7m at balance date (2015: $1.9m):

Opening balance

Investment cost

Share of losses

Carrying value of investment

PAGE 98 I

2016

$’000

(1,151)

–

(1,151)

2016

$’000

1,866

–

(1,151)

715

2015

$’000

(378)

–

(378)

2015

$’000

–

2,244

(378)

1,866

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

As New Hope Nutritionals does not prepare NZ IFRS financial statements, the following summary information for New Hope
Nutritionals has been prepared based on the most recent management financial statements presented to the Group:

Summary income statement for New Hope Nutritionals

Revenue

Net loss after tax

Summary statement of financial position for New Hope Nutritionals

Total current assets

Total non‑current assets

Total current liabilities

Total non‑current liabilities

Net assets of New Hope Nutritionals

19 RELATED PARTY TRANSACTIONS

2016

$’000

15,755

(4,350)

9,419

593

2015

$’000

3,943

(2,486)

17,956

1,287

(13,484)

(17,826)

–

(3,472)

–

1,417

Parent entity
Bright Dairy Holding Limited hold 39.12% of the shares issued by Synlait Milk Limited (2015: 39.12%). Bright Dairy Holding Limited
is a subsidiary of Bright Food (Group) Co. Limited, a State Owned Enterprise domiciled in the Peoples Republic of China.

Other related entities
In June 2013 a subsidiary of Synlait Milk Limited, Synlait Milk Finance Limited, was set up primarily for holding all banking facilities
for the Group and related interest rate swaps. Funds are loaned to Synlait Milk Limited and interest is charged at market rates.

In January 2015, the Group acquired 25% of the shares of New Hope Nutritionals, an infant formula company registered in China.
This company owns and markets the “Akara” and “Akarola” infant formula brands in the Chinese market, which are exclusively
manufactured by Synlait Milk Limited.

Investments in associates are set out in note 18.

Key management and personnel compensation
Other than their salaries and bonus incentives, there are no other benefits paid or due to directors and executive officers as at 31
July 2016. The total short‑term benefits paid to the key management and personnel is set out below.

Short‑term benefits

Share based payments expense (note 13)

2016

$’000

2,516

288

2015

$’000

2,859

(a) Other transactions with key management personnel or entities related to them
Information on transactions with key management personnel or entities related to them, other than compensation, are set out below.

(i) Loans to directors
There were no loans to directors issued during the period ended 31 July 2016 (2015: $nil).

(ii) Other transactions and balances
Directors of Synlait Milk Limited control 3.8% of the voting shares of the company at balance date (2015: 3.7%)

I PAGE 99

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

(b) Transactions with other related parties

Purchase of goods and services

Bright Dairy and Food Co Ltd ‑ Directors fees

Sale of goods and services

Bright Dairy and Food Co Ltd ‑ Sale of milk powder products

Bright Dairy and Food Co Ltd ‑ Reimbursement of costs

Sichuan New Hope Nutritional Foods Co. Ltd ‑ Sale of milk powder products

All transactions with related parties are at arm’s length on normal trading terms.

2016

$’000

2015

$’000

111

9,461

(53)

8,344

7,199

(70)

10,761

(c) Outstanding balances
The following balances are outstanding at the reporting date in relation to transactions with related parties other than key
management personnel:

Current receivables (sales of goods and services)

Bright Dairy and Food Co Ltd ‑ Sale of milk powder products

Bright Dairy and Food Co Ltd ‑ Reimbursement of costs

Sichuan New Hope Nutritionals Ltd ‑ Sale of milk powder products

20 CONTINGENCIES

As at 31 July 2016 the Group had no contingent liabilities or assets (2015: $nil).

21 COMMITMENTS

(a) Capital commitments
Capital expenditure contracted for at the end of the reporting period but not yet incurred is as follows:

Dryer 3

Administration and laboratory building

Other

Total capital commitments

2016

$’000

264

(118)

733

2016

$’000

1,107

187

724

2,018

2015

$’000

4,185

(88)

1,175

2015

$’000

3,815

2,472

–

6,287

The above balances have been committed in relation to future expenditure on capital projects. Amounts already spent have been
included as work in progress.

PAGE 100 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2016

(b) Operating lease commitments – group as lessee

LEASES

Leases on terms where the Group assumes substantially all the risks and rewards of ownership are classified as finance
leases. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present
value of the minimum lease payments with a corresponding liability to the lessor included in the statement of financial
position as a finance lease obligation. Subsequent to initial recognition, the asset is accounted for in accordance with the
accounting policy applicable to that asset. Lease payments are apportioned between finance charges and reduction in the
lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability.

Other leases are operating leases and the leased assets are not recognised on the Group’s statement of financial position.
Operating lease payments are recognised as an expense on a straight line basis over the lease term, except where another
systematic basis is more representative of the time pattern over which economic benefits from leased assets are consumed.

The future aggregate minimum lease payments under non cancellable operating leases are as follows:

Less than one year

Between one and five years

Total

2016

$’000

141

165

306

2015

$’000

610

306

916

The operating leases relate to the leasing of warehouse space, vehicles and printers. All terms are reviewed on a regular basis.
All leases are subject to potential renewal.

22 EVENTS OCCURRING AFTER THE REPORTING PERIOD

There were no events occurring subsequent to balance date which require adjustment to or disclosure in the financial statements.

23 OTHER ACCOUNTING POLICIES

Cash and cash equivalents
Cash and cash equivalents comprise cash balances, call deposits and cash held on trust by Tax Management New Zealand Ltd.

Goods and Services Tax (GST)
The profit and loss components of the statement of comprehensive income have been prepared so that all components are stated
exclusive of GST. All items in the financial position are stated net of GST, with the exception of receivables and payables, which
include GST invoiced.

I PAGE 101

Synlait Milk Limited Financial Statements for the year ended 31 July 2016 AUDITOR’S REPORT

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF SYNLAIT MILK LIMITED

REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS

We have audited the accompanying consolidated financial statements of Synlait Milk Limited and its subsidiary (‘the Group’) on
pages 55 to 101, which comprise the consolidated statement of financial position as at 31 July 2016, and the consolidated income
statement, consolidated statement of comprehensive income, consolidated statement of changes in equity and consolidated
statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory
information.

This report is made solely to the company’s shareholders, as a body. Our audit has been undertaken so that we might state to
the company’s shareholders those matters 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’s shareholders as a
body, for our audit work, for this report, or for the opinions we have formed.

BOARD OF DIRECTORS’ RESPONSIBILITY FOR THE CONSOLIDATED FINANCIAL STATEMENTS

The Board of Directors are responsible on behalf of the company for the preparation and fair presentation of these consolidated
financial statements, in accordance with New Zealand Equivalents to International Financial Reporting Standards and International
Financial Reporting Standards, and for such internal control as the Board of Directors determine is necessary to enable the
preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

AUDITOR’S RESPONSIBILITIES

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit
in accordance with International Standards on Auditing and International Standards on Auditing (New Zealand). Those standards
require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether
the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial
statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material
misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used
and the reasonableness of accounting estimates, as well as the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Other than in our capacity as auditor and the provision of taxation advice, accounting advice and other consulting services, we
have no relationship with or interests in Synlait Milk Limited or any of its subsidiaries. These services have not impaired our
independence as auditor of the Company and Group.

PAGE 102 I

Synlait Milk Limited Financial Statements for the year ended 31 July 2016AUDITOR’S REPORT CONTINUED

OPINION

In our opinion, the consolidated financial statements on pages 55 to 101 present fairly, in all material respects, the financial position
of Synlait Milk Limited and its subsidiaries as at 31 July 2016, and their financial performance and cash flows for the year then
ended in accordance with New Zealand Equivalents to International Financial Reporting Standards and International Financial
Reporting Standards.

Chartered Accountants

16 September 2016

Auckland, New Zealand

This audit report relates to the consolidated financial statements of Synlait Milk Limited (the ‘Company’) for the year ended 31 July 2016 included on Synlait

Milk Limited’s website. The Board of Directors are responsible for the maintenance and integrity of Synlait Milk Limited’s website. We have not been engaged

to report on the integrity of Synlait Milk Limited’s website. We accept no responsibility for any changes that may have occurred to the consolidated financial

statements since they were initially presented on the website. The audit report refers only to the consolidated financial statements named above. It does not

provide an opinion on any other information which may have been hyperlinked to/from these consolidated financial statements. If readers of this report are

concerned with the inherent risks arising from electronic data communication they should refer to the published hard copy of the audited consolidated financial

statements and related audit report dated 16 September 2016 to confirm the information included in the audited consolidated financial statements presented on

this website. Legislation in New Zealand governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

I PAGE 103

Synlait Milk Limited Financial Statements for the year ended 31 July 2016

PAGE 104 I Synlait Milk LimitedAnnual Report 2016

STATUTORY
INFORMATION

PG 105

Synlait Milk Limited Annual Report 2016 ISTATUTORY INFORMATION

STOCK EXCHANGE LISTING

Our shares are listed on the Main Board operated by NZX Limited (NZX).

SHARES ON ISSUE

As at 31 July 2016:

Sub-register

Current Holders

Zero Holders1

Units

New Zealand

FASTER

Class Total

2,416

1,786

146,341,197

Our issued share capital has not changed since we listed on 23 July 2013. On 31 July 2015 we had 2,615 current holders.

TOP 20 SHAREHOLDERS

Our top 20 shareholders as at 31 July 2016 are as follows:

Rank Name

Units at 31 July

% of Units

10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

Bright Dairy Holding Limited

BNP Paribas Nominees (NZ) Limited – NZCSD

Mitsui & Co Limited

HSBC Nominees (New Zealand) Limited – NZCSD

Munchkin Inc.

John Penno

Mitsui & Co.(Australia) Limited

Citibank Nominees (New Zealand) Limited – NZCSD

National Nominees (New Zealand) Limited – NZCSD

FNZ Custodians Limited

FNZ Custodians Limited (DTA Non Resident A/C)

Juliet Maclean

Accident Compensation Corporation – NZCSD

Paul Leslie Lancaster + Bronwyn Anne Lancaster

Ben McFarlane Dingle

HSBC Nominees A/C NZ Superannuation Fund Nominees Limited - NZCSD

Therese Roche

Custodial Services Limited

Horo Holdings Limited

Douglas Thode + Clorine Thode + Jozette Thode

2016

57,247,647

14,905,609

7,373,331

5,994,095

5,672,883

5,423,817

4,915,556

4,776,017

2,986,604

2,144,741

1,858,252

1,298,212

1,175,000

1,098,723

963,666

936,227

900,000

891,329

842,292

741,822

39.12

10.19

5.04

4.10

3.88

3.71

3.36

3.26

2.04

1.47

1.27

0.89

0.80

0.75

0.66

0.64

0.62

0.61

0.58

0.51

Totals: Top 20 holders of Ordinary Shares

Total Remaining Holders Balance

122,145,823

24,195,374

83.47

16.53

1 Zero holders held shares as at 31 July 2016.

PG 106 I

Synlait Milk Limited Annual Report 2016STATUTORY INFORMATION CONTINUED

SUBSTANTIAL PRODUCT HOLDERS

As required under section 293 of the Financial Markets Conduct Act 2013, the substantial product holders of the company as
disclosed under section 280(1)(b) of that Act as at 31 July 2016 are as follows:

Bright Dairy Holding Limited

FrieslandCampina

Mitsui & Co. Limited

Fully Paid Shares

Percentage of Paid Capital

57,247,647

14,634,119

12,288,887

39.1%

9.999%

8.397%

As at 31 July 2016, there were 146,341,197 fully paid ordinary shares on issue.

DISTRIBUTION OF SHAREHOLDERS

As at 31 July 2016, our shareholding is distributed as follows:

Range

1 – 99

100 – 199

200 – 499

500 – 999

1,000 – 1,999

2,000 – 4,999

5,000 – 9,999

10,000 – 49,999

50,000 – 99,999

100,000 – 499,999

500,000 – 999,999

1,000,000 – 999,999,999

Rounding Total (-0.01)

Total holders

Units

% of Issued Capital

165

396

925

416

323

2,416

261

3,342

28,622

110,106

503,743

2,547,350

2,629,085

5,736,355

1,154,352

6,041,910

8,044,736

0.00

0.02

0.08

0.34

1.74

1.80

3.92

0.79

4.13

5.50

119,541,335

146,341,197

81.69

100.00

LOCATION OF TOP 65 SHAREHOLDERS

For the first time this year, we are setting out our top shareholder’s location based on their registered addresses (as at 31 July 2016).

United States
5.73M ▼ -25.49K
9 Holders

United Kingdom
464.06 K▲ 29.86 K
3 Holders

Netherlands
14.63M = UNCH
1 Holder

Ireland
900.00K = UNCH
1 Holder

Luxembourg
619.11 K ▼ -11.48 K
1 Holder

Cayman Islands
57.25M = UNCH
1 Holder

NOTE:

Bubble size represents the Current Holdings
while the colors represent the Net Change.

Japan
12.29M = UNCH
1 Holder

Hong Kong
1.87 M ▲ 79.42K
2 Holders

Australia
13.59M ▲ 1.36M
5 Holders

Rest of World
46.11 K ▲ 9
4 Holders

New Zealand
21.86M ▼ -391.48K
37 Holders

PG 107

Synlait Milk Limited Annual Report 2016 ISTATUTORY INFORMATION CONTINUED

VOTING RIGHTS

Section 16 of our Constitution states that a shareholder may vote at any meeting of shareholders in person or through a
representative. Where voting is by a show of hands or voice, every shareholder present (or through their representative) has one
vote. On a poll, every shareholder present (or through their representative) has one vote per fully-paid up share they hold. Unless
the Board determines otherwise, shareholders may not exercise the right to vote at a meeting by casting postal votes.

More detail on voting can be found in our Constitution on our website (www.synlait.com/investors/corporate-governance/).

TRADING STATISTICS

Synlait Milk Limited listed on NZX on 23 July 2013 at an initial share price of $2.20.

The trading range for the period 1 August 2015 to 31 July 2016 are as follows

Minimum:

Maximum:

Range:

Total Shares Traded:

2016

2015

$2.04 (14 Aug 2015)

$2.39 (29 July 2015)

$3.60 (27 April 2016)

$3.73 (9 Oct 2014)

$2.04 - $3.60

18,830,498

$2.39 – $3.73

25,205,059 *

*In our 2015 Annual Report we incorrectly stated the total volume of shares traded was 27,861,688. We apologise for this error.

DIVIDEND POLICY

Our Board has a Dividend Policy to determine whether it is appropriate to declare a dividend for shareholders in any financial
year. The policy provides that any decision to pay a dividend will depend on, amongst other things:

- Current and forecasted earnings

Internal capital requirements in light of the company’s current and forecasted growth plans

- Availability of tax imputation credits

- The company’s debt / equity position

Any dividend can only be declared by the Board if the requirements of the Companies Act 1993 are also satisfied. The Board has
determined no dividend will be payable for the period ending 31 July 2016.

NZX WAIVERS

We have received various waivers from NZX to allow our Constitution and the composition of our Board to reflect our non-
standard governance arrangements.

Full details of the waivers granted by the NZX can be found at the following link: www.nzx.com/files/attachments/178616.pdf

PG 108 I

Synlait Milk Limited Annual Report 2016STATUTORY INFORMATION CONTINUED

DIRECTORS’ REMUNERATION

The total remuneration and other benefits to Directors (and past Directors) for services to the company and the Subsidiary* for
the year ended 31 July 2016 were as follows (including comparative figures for 2015):

Director

Class

Position

Retired /
Appointed

2016 – Total
Remuneration

2015 – Total
Remuneration

Graeme Milne

Independent

Chairman

Bill Roest

Independent

Audit and Risk Committee Chair

Sam Knowles

Independent

Director

John Penno1

Board Appointed Managing Director

Hon. Ruth Richardson Bright Appointed Remuneration and Governance Chair

Li Ke

Bright Appointed Director

Yang Suhang

Bright Appointed Director

Dong Zongbo

Bright Appointed Director

Qikai Lu

Bright Appointed Director

Retired and
Reappointed 8
December 2015

Retired 8
December 2015

Appointed 8
December 2015

108,000

100,333

66,000

60,000

62,000

56,667

780,771

804,308

66,000

60,000

21,205

62,000

56,667

38,795

Nil

*Synlait Milk Finance Limited

1Note: As Managing Director, John Penno does not receive Director’s Fees. His remuneration received in the year to 31 July 2016 listed above constitutes

payment for his position as Managing Director and Chief Executive Officer.

Note that the Directors do not receive any additional remuneration as Directors of the Subsidiary (Synlait Milk Finance Limited).

PG 109

Synlait Milk Limited Annual Report 2016 ISTATUTORY INFORMATION CONTINUED

DIRECTORS’ INTERESTS

In addition to the disclosures made elsewhere in this Annual Report, the Directors have disclosed under section 140(2) of the
Companies Act 1993 the following interests in the Interests Register of the company and the Subsidiary (Synlait Milk Finance
Limited) as at 31 July 2016:

Nature of Interest

Graeme Roderick Milne

Director of Genesis Energy Limited

Chairman of Terracare Fertilisers Ltd

Trustee of Rockhaven Trust

Partner of G R & J A Milne

Chairman of Johnes Disease Research Ltd

Director of Farmers Mutual Group

Director of Alliance Group Ltd

Director of Elviti Holdings Ltd

Member Massey of University School of Advanced Engineering and Technology (SEAT) Advisory Board

Technology (SEAT) Advisory Board

Member of Rimanui Farms Ltd Advisory Board

Chairman of Pacific T and R Holdings Ltd

Chairman Pro-Form Ltd Advisory Board

Chairman of Synlait Milk Limited

Chairman of Synlait Milk Finance Limited

Shareholder in Synlait Milk Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Ruth Margaret Richardson

Chairman of Kula Fund Advisory Committee

Director of Ruth Richardson [NZ] Ltd

Chair SYFT Technologies Limited

Chair Kiwinet

Chair of New Zealand Merino Company

Director of Bank of China (NZ)

Director of Synlait Milk Limited

Director of Synlait Milk Finance Limited

Shareholder in Synlait Milk Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Willem Jan (Bill) Roest

PG 110 I

Synlait Milk Limited Annual Report 2016STATUTORY INFORMATION CONTINUED

Director of Fisher & Paykel Appliances Ltd

Director of Housing Foundation Ltd

Trustee of New Zealand Housing Foundation

Trustee of WJ & IJ Family Trust

Director of Metro Performance Glass Ltd

Director of Synlait Milk Limited

Director of Synlait Milk Finance Limited

Shareholder in Synlait Milk Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Ms Li Ke

Member of Executive Committee of Tnuva Food Industries, Agricultural Co-Operative Association in Israel Ltd

Member of Executive Committee of Tnuva Central Co-Operative for the Marketing of Agricultural Products in Israel Ltd

Director of Synlait Milk Limited

Director of Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Mr Qikai (Albert) Lu

Director of Synlait Milk Limited

Director of Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Mr Yang (Edward) Sihang

Member of Executive Committee of Tnuva Food Industries, Agricultural Co-Operative Association in Israel Ltd

Member of Executive Committee of Tnuva Central Co-Operative for the Marketing of Agricultural Products in Israel Ltd

Director of Synlait Milk Limited

Director of Synlait Milk Finance Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

John William Penno

Trustee of John Penno Trust

Director of the Lincoln Hub

Director of Sichuan New Hope Nutritional Foods Co., Ltd

Managing Director of Synlait Milk Limited

PG 111

Synlait Milk Limited Annual Report 2016 ISTATUTORY INFORMATION CONTINUED

Director of Synlait Milk Finance Limited

Shareholder in Synlait Milk Limited

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

Ian Samuel (Sam) Knowles

Director of Trustpower Ltd

Director of Rangatira Ltd

Chairman of Umajin Ltd

Chairman of Partners Life Ltd

Chairman of OnBrand Ltd

Chairman of Adminis Ltd

Director of Magritek Ltd

Trustee of Te Omanga Hospice

Trustee of United World College NZ

Trustee Ruby Family Trust

Director of Com Investments Ltd

Director of Growthcom Ltd

Director of Habourside Rentals Ltd

Director of Montoux Ltd

Trustee of Com Trust and Ian Samuel Knowles Children’s Trust

Director of Synlait Milk Limited

Director of Synlait Milk Finance Limited

Shareholder in Synlait Milk Limited

Receipt of Directors’ Fees from Synlait Milk Limited at approved rate

Insurance cover arranged by Synlait Milk Limited

Deed of Indemnity and Access from Synlait Milk Limited

DIRECTORS’ SHAREHOLDING IN SYNLAIT

The Directors’ respective shareholding in Synlait as at 31 July 2016 is as follows, with comparative figures for 2015:

2016

Directly Held

5,423,817

59,526

46,000

45,000

22,750

2015

Directly Held

5,423,817

59,526

46,000

45,000

22,750

John Penno

Graeme Milne

Hon. Ruth Richardson

Sam Knowles

Bill Roest

PG 112 I

Synlait Milk Limited Annual Report 2016STATUTORY INFORMATION CONTINUED

SUBSIDIARY COMPANY DIRECTORS

The following Companies were subsidiaries of Synlait Milk Limited as at 31 July 2016:

1. Synlait Milk Finance Limited

Directors: John Penno, Graeme Milne, Willem Roest, Sam Knowles, Hon. Ruth Richardson, Li Ke, Yang Sihang, and Qikai Lu
(appointed on 8 December 2016). Dong Zongbo retired on 8 December 2016.

DIVERSITY

We are committed to hiring and retaining the best people for the job – regardless of gender, age, disability, religion, race, sexual
orientation, family circumstances, politics and / or ethnicity. We pride ourselves on having an inclusive working environment
that promotes employment equity and workforce diversity at all levels from our Board table down.

In accordance with NZX requirements, our reported gender breakdown at Senior Leadership Team and Board level
as at 31 July 2016 is:

Board

Senior Leadership Team

Female

Our reported gender breakdown as at 31 July 2015 was:

Board

Senior Leadership Team

Female

Male

Total

% Female

25%

12.5%

Total

% Female

25%

11%

In addition, we have the following alternative measures of diversity which may be of interest to investors. As at 31 July 2016:

Ethnicity: Based on the place of birth

Board

Senior Leadership Team

Domicile: Based on the place of current residence

Board

Senior Leadership Team

Languages spoken

Board

Senior Leadership Team

Highest qualifications held

Board

Senior Leadership Team

New Zealand

Asia

Other

English only

Two languages

Three or
more languages

Bachelor degree Post-graduate degree

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Synlait Milk Limited Annual Report 2016 ISTATUTORY INFORMATION CONTINUED

EMPLOYEE REMUNERATION

During the year ended 31 July 2016 the following employees and former employees received individual remuneration over
$100,000 (with comparative figures for 2015) for Synlait Milk Limited. Note that its Subsidiary (Synlait Milk Finance Limited)
has no employees of its own.

Remuneration range

2016

2015

Number of employees

$100,000 – $110,000

$110,000 – $120,000

$120,000 – $130,000

$130,000 – $140,000

$140,000 – $150,000

$150,000 – $160,000

$160,000 – $170,000

$170,000 – $180,000

$180,000 – $190,000

$190,000 – $200,000

$200,000 – $210,000

$210,000 – $220,000

$220,000 – $230,000

$230,000 – $240,000

$240,000 – $250,000

$250,000 – $260,000

$260,000 – $270,000

$270,000 – $280,000

$280,000 – $290,000

$290,000 – $300,000

$300,000 – $310,000

$310,000 – $320,000

$320,000 – $330,000

$330,000 – $340,000

$340,000 – $350,000

$350,000 – $360,000

$360,000 – $370,000

$370,000 – $380,000

$380,000 - $390,000

$390,000 - $400,000

One employee was between $480,000-$490,000 in 2016 (none in 2015). One employee was between $780,000-$790,000 in 2016.
One employee was between $800,000-$810,000 in 2015.

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Synlait Milk Limited Annual Report 2016STATUTORY INFORMATION CONTINUED

DONATIONS

For the year ended 31 July 2016 we donated $2,500 to charitable and community organisations.

DIRECTORS’ AND OFFICERS’ LIABILITY INSURANCE

In accordance with section 162 of the Companies Act 1993 and our Constitution, we indemnify and insure Directors and Officers
against liability to other parties that may arise from their position. This is through the company and the Directors entering into
Deeds of Access, Insurance and Indemnity. Details are maintained in the company’s Interests Register. This cover does not apply
to any liabilities arising from criminal or reckless acts by our Directors or Officers.

CURRENCY

Within this Annual Report, all amounts are in New Zealand dollars unless otherwise specified.

CREDIT RATING

We do not have a credit rating.

ANNUAL SHAREHOLDER MEETING

Our annual shareholders meeting will be held on Tuesday 29 November 2016 in Christchurch, unless otherwise notified.

We will confirm the time and location details for the meeting by notice to all our shareholders nearer to that date.

ANNUAL REPORT

Our Annual Report and all our past Annual Reports and Interim Reports are all available on our website (www.synlait.com/
investors/corporate-governance).

We will email our Annual Report to those shareholders who have opted for e-communication with us and our share registry. We
prefer to communicate with our shareholders by email without using up valuable printing resources and postage costs, but any
shareholder who does request a hard copy of our Annual Report will be sent one in the regular post.

FURTHER SHAREHOLDER INFORMATION ONLINE

This Annual Report, all our core governance documents (our Constitution, most of our key Policies and all relevant Charters), our
Investor Relations policies and plan, and all our Announcements can be viewed on our website: (www.synlait.com/investors/
corporate-governance).

ANNUAL REPORT

Our Annual Report and all our past Annual Reports and Interim Reports are all available on our website (www.synlait.com/
investors/corporate-governance).

We will email our Annual Report to those shareholders who have opted for e-communication with us and our share registry.
We prefer to communicate with our shareholders by email without using up valuable printing resources and postage costs,
but any shareholder who does request a hard copy of our Annual Report will be sent one in the regular post.

FURTHER SHAREHOLDER INFORMATION ONLINE

FINANCIAL MARKETS CONDUCT ACT

For the purpose of clause 30 of the Schedule 4 of the Financial Markets Conduct Act (FMCA), Synlait Milk Limited informs its
shareholders that, on and from 1 December 2016, the requirements of the FMCA will apply to Synlait Milk Limited. The only
exception to this is that Part 7 of the FMCA (Financial Reporting) has applied to Synlait Milk Limited since the financial year
ending 31 July 2015 (and future years). Therefore, Synlait Milk Limited financial statements for this period have been prepared
in accordance with the requirements under Part 7 of the FMCA. The company’s address is 1028 Heslerton Road, Rd 13 , Rakaia,
7783 New Zealand.

PG 115

Synlait Milk Limited Annual Report 2016 IDIRECTORY

REGISTERED OFFICE

1028 Heslerton Road,
Rakaia, Rd 13,
New Zealand
Telephone: +64 3 373 3000
Email: info@synlait.com

BOARD OF DIRECTORS AS AT 31 JULY 2016

Graeme Roderick Milne (Chair of the Board) –
Independent Director

Willem (Bill) Jan Roest (Chair of the Audit and Risk
Committee) – Independent Director

Ian Samuel (Sam) Knowles – Independent Director

John William Penno (Managing Director) –
Board Appointed Director

Li Ke – Bright Dairy Director

Qikai (Albert) Lu – Bright Dairy Director

Yang (Edward) Sihang – Bright Dairy Director

Hon. Ruth Margaret Richardson (Chair of the Remuneration
and Governance Committee) – Bright Dairy Director

SENIOR LEADERSHIP AS AT 31 JULY 2016

John Penno – Chief Executive Officer and Managing Director

Nigel Greenwood – Chief Financial Officer

Matthew Foster – General Manager Manufacturing
& Supply Chain

Natalie Lombe – General Manager People & Culture

Chris France – General Manager Sales

Rob Stowell – General Manager Integrated Business Planning

Michael Stein – General Manager Quality & Regulatory

Malcolm Tweed – Strategic Advisor Business Development

AUDITOR

Deloitte
151 Cambridge Terrace
Christchurch 8013
New Zealand

LAWYERS

Minter Ellison Rudd Watts
Lumley Centre
88 Shortland St
Auckland 1010

BANKERS

ANZ Bank New Zealand Limited
The Bank of New Zealand

INVESTMENT BANKERS

First NZ Capital Securities Limited

SHARE REGISTRAR

Computershare Investor Services Limited
Private Bag 92119
Auckland 1142
Level 2
159 Hurstmere Rd
Takapuna
Auckland 06022
Freephone (within NZ): 0800 467 335
Telephone: +64 9 488 8777
Facsimile: +64 9 488 8787

MANAGING YOUR SHAREHOLDING ONLINE

To change your address, update your payment instructions
and to view your registered details including transactions,
please visit www.investorcentre.com/nz

General enquiries can be directed to
enquiry@computershare.co.nz

Please assist our registry by quoting your CSN or shareholder
number when making enquiries.

OTHER INFORMATION

Please visit us at our website www.synlait.com

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Synlait Milk Limited Annual Report 2016PG 117

Synlait Milk Limited Annual Report 2016 IPG 118 I

Synlait Milk Limited Annual Report 2016Synlait Milk Limited
1028 Heslerton Road
RD13, Rakaia 7783
New Zealand
P+ 64 3 373 3000
www.synlait.com