FY21 Results and Annual Report
Results announcement
(for Equity Security issuer/Equity and Debt Security issuer)
Updated as at 17 October 2019
Results for announcement to the market
Name of issuer The a2 Milk Company Limited
Reporting Period 12 months to 30 June 2021
Previous Reporting Period 12 months to 30 June 2020
Currency NZD
Amount (000s) Percentage change
Revenue from continuing
operations
$1,206,734 (30.3%)
Total Revenue $1,206,734 (30.3%)
Net profit/(loss) from
continuing operations
$80,658 (79.2%)
Total net profit/(loss) $80,658 (79.1%)
Interim/Final Dividend
Amount per Quoted Equity
Security
The Company does not propose to pay a dividend for the year
ended 30 June 2021
Imputed amount per Quoted
Equity Security
Not applicable
Record Date Not applicable
Dividend Payment Date No applicable
Current period Prior comparable period
Net tangible assets per
Quoted Equity Security
$1.37 $1.48
A brief explanation of any of
the figures above necessary
to enable the figures to be
understood
For further information refer to the attached:
Annual Report for the year ended 30 June 2021
Full Year Results Commentary
Full Year Results Presentation
Authority for this announcement
Name of person
authorised
to make this announcement
Jaron McVicar
Contact person for this
announcement
Jaron McVicar
Contact phone number +61 2 9697 7000
Contact email address Jaron.McVicar@a2milk.com
Date of release through MAP
26/08/2021
Audited financial statements accompany this announcement.
---
NZX Code: ATM
ASX Code: A2M
The a2 Milk Company Limited
www.thea2milkcompany.com
26 August 2021
NZX/ASX Market Release
Challenging year impacted by COVID-19
Channel inventory dynamics improving and growth strategy review underway
The a2 Milk Company experienced a very challenging year in FY21 impacted by unprecedented levels of uncertainty and
volatility due to the prolonged impact of COVID-19 and a rapidly changing China infant nutrition market. Over the past year
China market growth has reduced significantly from globally high rates to be flat, and cross-border trade has been disrupted
significantly which has had a profound impact on the Company’s results.
While certain areas of the business performed well, with market share gains in China label infant nutrition and Australian fresh
milk, the Company was impacted by a significant decline in cross-border English label infant nutrition and other nutritional
sales through daigou/reseller and e-commerce channels. This created substantial demand and supply volatility, which caused
material excess inventory issues that exacerbated the impact.
In response to the dramatic change in circumstances, the Company took significant action, particularly from 4Q21, to address
excess inventory issues, rebuild the management team, increase brand investment to drive demand, commence a review of its
growth strategy and review options to deploy available capital. These actions have put the Company in a far better position
now than it would have been otherwise to navigate the challenges ahead and enable it to return to growth in the medium-
term.
The Board and management are confident in the underlying fundamentals of the business and that the growth opportunity in
core markets remains strong. Coupled with opportunities for product innovation, category expansion and new markets, and
supported by a healthy brand and strong balance sheet, the long-term outlook is positive. However, the outlook for FY22
remains challenging and uncertain and it will take time to recover.
Key points in relation to the Company’s full year results are summarised below with more detailed analysis and commentary
following in the release.
Key points
1
• Revenue and EBITDA
2
margin was within the guidance range provided in May
- Revenue down 30.3% to $1.21 billion
- Earnings before interest tax depreciation and amortisation (EBITDA) down 77.6% to $123 million inclusive of $109
million in stock write-downs and $10 million in Mataura Valley Milk (MVM) acquisition costs
- EBITDA to sales margin of 10.2% or 11.1% excluding MVM acquisition costs
• Net profit after tax down 79.1% to $80.7 million (including discontinued operations)
• Actions taken from 4Q21 to address excess inventory are proving effective with channel inventory levels reducing,
product freshness improving and market pricing increasing – rebalancing of channel inventory is expected to continue
through 1Q22
• Executive Leadership Team appointments and Asia Pacific division reorganisation to build capability and provide more
dedicated management focus completed
• Brand health metrics remain strong overall with some improvements in recent tracking research following a significant
4Q21 marketing campaign in China
• MVM acquisition and strategic partnership with China Animal Husbandry Group completed in July
1
All figures are in New Zealand Dollars (NZ$) and based on continuing operations of the Group, unless otherwise stated.
2
Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure. However, the Company believes that it assists in providing
investors with a comprehensive understanding of the underlying performance of the business. A reconciliation of EBITDA to net profit after tax is shown at
the end of this document.
2
• Growth strategy review underway to respond to rapidly changing China market dynamics – update to be provided at the
investor strategy day in October
• The Board has carefully considered capital management initiatives and has decided not to return capital to shareholders
at this point in time, preferring instead to preserve balance sheet strength having regard to market volatility and
potential opportunities to reinvest in growth and supply chain
Group financial performance
3,4,5
The a2 Milk Company experienced a challenging year with revenue for the Group declining 30.3% to $1.21 billion which was
within the guidance range provided in May. As stated in the Company’s announcement on 10 May 2021, a2MC’s performance
was impacted by unprecedented levels of uncertainty and volatility due to COVID-19, challenges experienced in the English
label infant nutrition channels, and the actions then required in the second half to rebalance channel inventory.
Gross margin percentage
6
decreased to 42.3%. This was significantly lower than the prior year primarily due to recognising
stock write-downs of $108.6 million. Gross margin was also impacted by higher cost of goods sold driven by an increase in raw
milk prices, lower volumes and adverse mix driven by a higher proportion of liquid milk to infant nutrition sales and a relative
increase in China label sales as a proportion of overall infant nutrition sales. Foreign currency movements also negatively
impacted gross margin, particularly in 2H21. Excluding the stock write-downs, the full year gross margin was 51.3%.
EBITDA decreased by 77.6% during the period to $123.4 million ($133.8 million excluding MVM acquisition costs). This
reflected lower revenue and gross margins, one-off costs of $9.7 million associated with the implementation of a new cloud-
based enterprise resource planning (ERP) system, and $10.4 million of MVM acquisition costs. This was partially offset by lower
employee incentive payments, lower consulting costs and a reduction in discretionary costs, whilst continuing to invest in
brand marketing and internal capability building.
This resulted in an EBITDA to sales margin of 10.2%. Excluding MVM acquisition costs, EBITDA to sales margin was within the
guidance range provided in May at 11.1%.
The effective tax rate of 32.4% was marginally higher than the prior year due to the proportional increase in USA losses (which
are not tax effected) to the overall Group profit and the MVM acquisition costs being non-deductible for tax purposes, partly
offset by a prior period adjustment. Net profit after tax was $80.7 million, a decrease of 79.1% on the prior year including
discontinued operations.
The balance sheet remains in a strong position with closing net cash of $875.2 million. Operating cash flow of $89.4 million
was significantly lower than the prior year primarily due to lower earnings combined with a marginal reduction in net working
capital. The Company also invested in the Kyvalley Dairy Group (Kyvalley) acquisition and lease-back, the Synlait capital raising
and the ERP implementation. Post year end, the Company completed the acquisition of MVM for $268.5 million.
Inventory at the end of the period was $112.2 million, reflecting the impact of the $108.6 million stock write-down which
includes associated disposal costs. As stated in the Company’s announcement on 10 May 2021, this write-down was a result of
the Board-initiated inventory review undertaken by management in 2H21, which indicated that the level of channel inventory
was higher than anticipated. The elevated inventory was a consequence of managing the uncertainties and complexities of
COVID-19 impacting supply chains, compounded by lower sales, particularly in English label infant nutrition. Actions were
taken in 4Q21 to address excess inventory which included a reduction in planned sell-in across the daigou/reseller, CBEC and
China label channels, as well as working with customers and distributors to improve the dating of inventory to improve
freshness across all labels and channels. These actions are proving to be effective with early signs of price stabilisation in the
CBEC channel and some recovery in the daigou/reseller channel. Channel inventory in CBEC and daigou/reseller channels are
now at target levels, with China label expected to reach target levels by the end of 1Q22.
China infant nutrition market dynamics
As noted in the Company’s announcement on 10 May 2021, the China infant nutrition market structure is changing rapidly. In
volume terms, the overall infant nutrition market in China decreased
7
in FY21 in volume driven by a significant reduction in the
birth rate impacting early-stage products, partially offset by increased product penetration.
Although market performance varied by channel and segment, overall, value growth was flat
8
as the impact of premiumisation
(driven primarily through consumers trading-up and new product innovation) was partially offset by increased promotional
activity resulting from heightened competitive intensity. Local players continue to gain share against the traditional
multinational brands, driven both by the strength of local brands in domestic channels, as well as an overall mix shift from
cross-border to domestic channels.
3
All figures are in New Zealand Dollars (NZ$) unless otherwise stated.
4
All comparisons are with the 12 months ended 30 June 2020 (FY20), unless otherwise stated.
5
All figures are quoted based on continuing operations of the Group, unless otherwise stated.
6
Gross margin percentage is calculated as sales less cost of goods sold, divided by sales.
7
Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 18 June 2021.
8
Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 18 June 2021.
3
The increasingly competitive environment compounded by macro factors and evolving market dynamics reiterates the
importance of the Company’s current growth strategy review.
Regional performance
1. China & Other Asia
China & Other Asia revenue of $583.4 million was down 16.6%, with EBITDA of $75.6 million, down 66.4%. Lower revenue was
primarily due to challenges experienced in the CBEC channel and a rebalancing of inventory with distributors.
The reduction in EBITDA margin was due to the higher proportion of China label sales relative to CBEC sales with the former
being a higher cost to serve channel, resulting in a lower gross margin. It also reflected the continued investment in brand and
capability. The proportion of the inventory write-down allocated to the China & Other Asia segment was $50.3 million.
Despite the disruption and challenges experienced during the year, the Company continued to record strong brand health
metrics in China overall – China label metrics improved consistently while English label metrics weakened somewhat but
improved partially in 4Q21 following the marketing campaign and other initiatives.
Infant nutrition – China label channels
Sales in a2 至初® China label infant nutrition of $389.9 million were achieved, an increase of 15.4% which was an encouraging
result in a challenging market. The growth rate relative to FY20 was reflective of the substantial uplift in the prior period due to
COVID-19 related pantry stocking, a reduction in the birth rate, and the increasing competition from domestic brands. Foreign
currency movements (stronger NZD relative to USD/RMB) also created headwinds, particularly in 2H21. The 2H21 decrease in
sales of 7.4% was also impacted by the actions taken in 4Q21 to reduce channel inventory.
As measured by Nielsen, retail sales for mother and baby stores (ie sales from stores to consumers by value) for the overall
market were up 9% for the year and up 13% for 2H21
9
. a2MC’s 12-month rolling market value share in MBS was 2.5% at the
end of June 2021, versus 2.4% at the end of December 2020 and 2.0% at the end of June 2020
8
. Distribution increased to 22.8k
stores, from 21.8k at the end of December 2020 and 18.2k stores at the end of June 2020
10
. Importantly, a2 至初® was one of
a few international brands that gained share in the year, providing a solid base to build on in the future.
As measured by Smart Path, retail sales for domestic online (“DOL”) platforms (by value) for the overall market were up 19%
for the year and up 11% for 2H21
11
. The Company’s 12-month rolling market value share in DOL was 2.0% at the end of June
2021, versus 2.0% at the end of December 2020 and 1.9% at the end of June 2020
10
.
Channel inventory was slightly higher than target levels at the end of the period and will be further reduced in 1Q22 by careful
on-going stock management. The actions taken to replace distributor inventory with fresher stock is well progressed with the
impact in store starting to be seen. It is expected that inventory freshness will improve significantly in FY22 compared to FY21.
The Company continued to invest behind the brand to drive consumer demand. For FY21, this was weighted to the second half,
including a significant marketing campaign in China in 4Q21.
The strategic importance and size of the channel, and the strong resonance the brand has with consumers, means the mother
and baby store channel remains the Company’s biggest opportunity to gain market share. A key element of the growth
strategy review is focussing on maximising this opportunity as well as gaining share in domestic online channels.
Infant nutrition – Cross-border e-commerce (CBEC)
a2 Platinum® English and other label infant nutrition revenue of $166.9 million was down 51.1%. First half sales were impacted
by pantry destocking from 2H20. In the second half, sales of $63.4 million were down 64.9% on 2H20 primarily as a result of
cycling a high comparative period and as a result of the actions taken in 2H21 to rebalance inventory within the channel.
Foreign currency movements also created headwinds for CBEC sales, which are denominated in US dollars. The second half
result also reflected limited price discounting during the “618” sales promotion event and no sales of Hong Kong label, which
has ceased due to COVID-19 restrictions.
As measured by Smart Path, retail sales (by value) for the overall CBEC market were up 3% for the year and down 5% for
2H21
12
. The Company’s 12-month rolling market value share in CBEC was marginally down at 21.1% at the end of June, versus
22.2% at the end of December 2020 and 21.7% at the end of June 2020
11
. This performance reflected actions taken in 2H21 as
referenced above, as well as a significant amount of cross selling and reselling from the daigou/reseller and retail channels.
These dynamics may continue to put pressure on a2MC’s short-term CBEC market share, as measured by Smart Path.
9
Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). FY21 versus FY20 and 2H21 versus 2H20.
10
a2MC internal data tracking of stores with active sales in the past 6 months. Restated store numbers for December 2020 and June 2020 reflecting enhanced
data capture and updated internal tracking methodology.
11
Smart Path China IMF online market tracking: domestic online platform sales (by value). FY21 versus FY20 and 2H21 versus 2H20.
12
Smart Path China IMF online market tracking: for CBEC only retail sales (by value). FY21 versus FY20 and 2H21 versus 2H20. (Prior periods restated for
updated data.)
4
2. ANZ
Revenue in the ANZ segment was impacted by the infant and other nutrition challenges experienced in the daigou/reseller and
retail channels but was partly offset by strong performance in liquid milk in Australia. ANZ segment revenue of $559.7 million
was down 42.0%, with EBITDA of $148.8 million, down 68.0%. ANZ segment revenue of $242.5 million for 2H21 was down
52.0%, with EBITDA of $31.4 million for 2H21, down 86.8% primarily due to the actions taken in 4Q21 to rebalance the
daigou/reseller channel partly offset by growth in Australian fresh milk.
Infant nutrition – daigou/resellers and retail
Infant nutrition revenue in ANZ decreased by 52.1% to $357.0 million for the year. This significant decrease was due mainly to
prolonged impacts emanating from COVID-19 volatility.
In July and August 2020, the business was impacted by the unwinding of pantry loading that had occurred in early 2020 due to
COVID-19, initially impacting retail daigou sales. At the end of September, it was evident that daigou/reseller customers were
also being impacted by COVID-19 related restrictions. Measures were taken to address the prevailing situation and there were
initial signs of improvement. However, there was further impact to CBEC sales later in 2Q21 which had a flow on impact on
demand, reflecting the interrelationship between the daigou/reseller and CBEC channels. Actions taken in 3Q21 and in April to
address the challenges in the daigou/reseller and CBEC channels had limited impact. Following a Board-initiated
comprehensive review by management of inventory in the trade in 2H21, it was clear that the level of channel inventory was
higher than had been anticipated and there were difficulties with channel inventory visibility and demand and supply planning.
A number of initiatives were put in place to address this decline in performance and, importantly to put the business on a
firmer footing. These included:
• Incurring a significant stock write-down to reduce excess and ageing inventory
• Swapping out older distributor inventory with more recent stock to improve on-shelf product freshness
• Reducing channel inventory levels by restricting sales in 4Q21 to stabilise pricing and improve inventory flow
• Increasing wholesale prices to rebalance pricing across channels and mitigate margin loss due to higher cost of goods
sold pressures
The initial results of these actions have been encouraging with product freshness and market pricing starting to improve.
English label product freshness is expected to improve significantly in FY22 compared with FY21. Although market pricing is
improving, CY21 English label inventory remaining in the market and being sold by certain wholesale traders and online players
is depressing visible pricing in the market. The amount of this inventory remaining in the market is difficult to quantify, but it is
expected that it will have largely cleared by the end of the “11/11” peak trading period.
Notwithstanding these actions, the Company estimates it lost market share in the daigou channel during the year, particularly
in Stage 1 infant nutrition. Kantar data has recently been expanded and a more representative consumer age range now being
captured
13
. Whilst there are still some inherent limitations for measuring the Company’s performance using Kantar data, it
remains the only single source for tracking daigou consumer sales. Kantar data suggests daigou consumer sales in the market
were down 42% for FY21 and down 35% for 2H21
14
and that a2MC’s daigou share declined but less dramatically to 22% at the
end of June 2021 compared to 24% at the end of June 2020
12
.
Given the role of the daigou/reseller channel, including in new user recruitment in an increasingly competitive market, some
continued pressure on consumer demand is expected. A key focus is working with distribution partners to increase distribution
and new user activation, as well as optimising CBEC execution. In addition, a key element of the Company’s growth strategy
review is considering the route-to-market and management model of English label infant nutrition.
Liquid milk
Australian fresh milk revenue increased by 10.8% to $169.0 million. The business also achieved a record market value share of
12.2% at the end of June 2021
15
, primarily driven by increased levels of in-home consumption during 1H21 lockdowns
associated with COVID-19. Growth moderated in 2H21 to 5.5% as restrictions eased and a greater amount of out-of-home
consumption was experienced prior to recent lockdowns in Australia. During the year the Company acquired the
manufacturing facilities of Kyvalley. The purchase and upgrade of Kyvalley is a strategic investment to ensure quality of
products and processing capacity.
Other nutritional products
13
Kantar data based on a panel of 9,000 consumers covering 0-6 year olds and only seeks to project ~40% of the population.
14
Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 18 June 2021.
15
IRI Australian Grocery Weighted Scan 12-months ending 30 June 2021.
5
The disruption experienced in the daigou/reseller channel also impacted all products in this segment with revenue decreasing
50.5% to $33.7 million. As with infant nutrition products, the Company is examining the product and channel approach as part
of the growth strategy review to drive demand and ensure other opportunities are explored to maximise the full potential of
the segment.
3. North America
USA revenue decreased 3.7% to $63.6 million. An improved EBITDA result was delivered, with a significantly reduced loss of
$33.5 million, representing a $17.0 million improvement on FY20. USA segment revenue of $29.4 million for 2H21 was down
22.8%, with an EBITDA loss of $21.9 million for 2H21 representing a $1.4 million improvement compared to 2H20.
FY21 represented a shift in execution approach for the USA business with lower marketing investment and increased price
investment to improve conversion and household penetration. The business leveraged trade investment to bring price to an
affordable premium as well as increasing range, facings and improving overall shelf positioning. This resulted in a significant
percentage of key accounts increasing product facings and improving shelf position which is expected to benefit the business
over time.
The decline in FY21 revenue reflects higher planned trade spend in line with the businesses revised pricing strategy, the loss of
certain regions of a major club channel customer, and unfavourable foreign exchange, with each of these factors more heavily
weighted to 2H21. Additionally, the US business benefited from a lift in in-home consumption related to COVID-19 lockdowns
during 2H20, presenting a more challenging 2H21 comparative. On a constant currency basis, net revenue increased 5.5% to
$69.7 million during the year. Underlying volume growth for the year was 13%, or 26% excluding the major club channel
customer. The improved EBITDA loss in FY21 reflected a substantial reduction in marketing investment associated with the
above noted shift in execution, along with the positive benefits of currency exchange on business expenditure.
Average velocities grew within key accounts and distribution grew to 26.8k stores, from 24.0k stores at the end of June 2020
16
.
In 2H21
17
, a2 Milk™ grew ahead of the premium liquid milk category and was the strongest performing premium brand over
the period.
While marketing investment in FY21 was lower than the prior year, key marketing and public relations activities continued
which resulted in driving improvements in brand health metrics, with prompted awareness demonstrating a significant
increase. Additionally, the a2 Milk™ brand was one of the top two leading brands in the category for brand loyalty.
The USA is an important market, and the Company continues to evaluate product, distribution and supply chain opportunities
to increase the scale and profitability of the business.
In Canada, products were first launched in July 2020, initially focusing on Western Canada with subsequent distribution
expansion. The Company continues to work closely with Agrifoods, leveraging the Company’s intellectual property and
marketing assets as well as proprietary systems and know-how relating to local milk sourcing and processing.
Completion of acquisition of Mataura Valley Milk
On 30 July 2021, the Company completed the acquisition of a 75% interest in Mataura Valley Milk (MVM), a dairy nutrition
business located in Southland, New Zealand, in partnership with China Animal Husbandry Group.
The strategic intent of the acquisition remains intact. The acquisition provides the opportunity to participate in nutritional
products manufacturing and the potential to pursue additional China label registrations and product innovation opportunities
in the future. It strengthens relationships with key strategic partners in China, achieves supplier and geographic diversification,
and over time will offer access to insourced manufacturing margins.
It had previously been expected that post acquisition, MVM would process additional third-party volumes which is now
uncertain in terms of execution and timing. In addition, a2MC has now revised down its volume assumptions for product to be
transferred to MVM during the transitional period (FY22-24). Consequently, MVM is exploring further business development
opportunities and will seek to work with additional third parties to improve the financial performance of MVM during the
transitional period. The Company still expects MVM will return a positive EBITDA during FY25. Additional financial details for
FY22 are provided in the outlook section.
16
Updated prior year comparison due to expanded data set now being supplied.
17
Based on data available to 15 May 2021.
6
Growth strategy review
Whilst the actions taken have undoubtedly given the business a stronger platform going forward, the dynamic and challenging
market conditions over the past year have highlighted the need to review and adapt elements of the Company’s long-term
strategy and execution going forward.
The Company recognises that the China infant nutrition market structure is changing rapidly. While consumers still have a
strong preference for premium infant nutrition, market growth is being impacted by a more pronounced reduction in the birth
rate. In addition, the shift towards China label infant nutrition continues, the rate of new product innovation has ramped up,
channels to market are changing and competitive intensity is increasing, with domestic players continuing to gain market
share.
It is also clear that the daigou/reseller channel has been impacted by COVID-19, regulatory and other structural factors. Whilst
the daigou/reseller channel will continue to play an important role, the Company needs to further evolve its routes to market
and brand marketing programmes in parallel in order to adjust to the changing environment in which it operates.
Accordingly, the Company recognises the need to change its approach in light of the significant market changes and a
comprehensive process to review its growth strategy is underway. The scope of this review includes the Company’s approach
to driving infant nutrition growth in both China label and English label channels; its infant nutrition product portfolio and
innovation strategy; adjacent growth opportunities; and its brand positioning to ensure continued resonance and
distinctiveness amongst an evolving consumer base.
An update on this review will be provided at an investor strategy day currently scheduled for late October.
Capital management
The Company’s balance sheet remains strong. Despite the current challenges being faced, the Board is confident in the
strength of the brand, the underlying fundamentals of the business, and the Company’s long-term growth potential.
Capital planning is an ongoing activity of the Board, guided by the Company’s strategy and capital allocation framework. This
framework prioritises investment in growth initiatives ahead of returning capital to shareholders.
The current capital planning process is considering how to maximise the value of the Company’s strong capital position in line
with its growth strategy. This includes further investment to strengthen the business as well as potential acquisitions to
complement existing operations. The Board also considers it prudent to maintain a conservative cash reserve in uncertain
times. This is particularly relevant in the context of volatile consumer markets, which continue to be impacted by COVID-19.
Several mechanisms are available to the Company when considering the return of excess capital to shareholders. The
effectiveness of these options is impacted by the Group’s ownership structure and taxation profile, which are relevant factors
when considering how best to utilise the Group’s capital. For any potential on-market share buyback, consideration would
need to be given to the Company’s available subscribed capital, which at end of FY21 was in the order of NZ$175 million.
Notwithstanding the above considerations, the Board is currently of the view that there is greater opportunity to create value
by investing in the business and through potential acquisition than by returning capital to shareholders either via a buyback or
by introducing a dividend at this stage in the Company’s development. Capital management options will continue to be an
important consideration in the broader capital planning process and will continue to be reviewed by the Board on an ongoing
basis.
7
Significant progress in sustainability
In FY20, the Company identified a number of focus areas to enhance its efforts to become a more sustainable business for the
future. In FY21, significant progress was made in several focus areas including enhancing its approach to animal welfare and its
farm environmental plans; continuing to invest, engage and support local communities; as well as advancing several initiatives
under its people strategy, responsible sourcing and ethical supply chain.
The Company is committed to investing in tangible climate-related programmes that will create a positive impact on the
planet. In FY21 funding was redeployed to advance and support critical research and projects in the supply chain as follows:
• Progressed a research project to assess the potential of asparagopsis in reducing methane produced by A2/A2 cows
• Contributed to Synlait’s conversion of its current coal boiler to biomass fuel
• Committed to converting or replacing MVM’s coal boiler in the future
• Installed solar panels at the Smeaton Grange milk processing plant and commenced an energy audit of the site
Further information on the Company’s sustainability goals and strategy will be provided at the upcoming investor strategy day
in late October.
Executive leadership team and reorganisation
In July 2021 the Company announced it would reorganise its Asia Pacific division. The objectives of this reorganisation are to
provide greater leadership and focus on key components of the business, enable holistic management of the English label
business, and improve execution going forward.
This reorganisation resulted in two of the Company’s existing leaders, Xiao Li, Chief Executive – Greater China, and Kevin Bush,
Executive General Manager – ANZ, being promoted to be direct reports to the CEO, demonstrating the depth of talent within
the Company, and are both now on the Executive Leadership Team.
Yohan Senaratne was appointed Executive General Manager – International and commenced with the Company in July. Yohan
is responsible for leading the Company’s cross-border export business, primarily focused on English label infant nutrition
products.
The Company also recently appointed Edith Bailey as its new Chief Marketing Officer. Edith will be responsible for managing
the strategic and creative direction of the a2™ brand and driving product innovation going forward. Edith will commence in
December 2021.
Amanda Hart was also recently appointed as Chief People & Culture Officer in July and will commence her role in September
2021. Amanda will be responsible for driving the people strategy and executing integrated programmes to develop internal
capability and evolve the Company’s culture.
Following the completion of the MVM acquisition, Bernard May has joined a2MC’s Executive Leadership Team as Chief
Executive Officer – MVM.
During the year Eleanor Khor was promoted to the role of Chief Strategy Officer, and Jaron McVicar’s role was expanded to
Chief Legal & Sustainability Officer and Company Secretary.
8
Outlook
The Company is confident in the underlying fundamentals of the business and that the growth opportunity in core markets
remains significant. Coupled with opportunities for product innovation, category expansion and new markets, and supported
by a healthy brand and strong balance sheet, the long-term outlook is positive.
However, given the continuing uncertainty and volatility in a2MC’s consumer markets resulting from issues related to COVID-
19 and other rapidly changing market dynamics, particularly in China, the Company has determined not to provide specific
guidance regarding anticipated Group revenue or EBITDA margin at this time. Rather, it is providing current observations on
key drivers and important issues that may impact its FY22 results.
These observations are based on what the Company is currently aware of, and facts and circumstances may change materially
in the future. Accordingly, actual results may vary materially from that indicated by the qualitative outlook provided below.
The outlook also assumes no material changes in macro factors such as cross border trade, changes in the regulatory
environment and foreign exchange, and that COVID-19 related impacts continue at broadly current levels.
China infant nutrition market
China’s infant nutrition market is being materially impacted by a lower birth rate, especially recently due to COVID-19 and
related vaccination programmes causing many people to delay pregnancy. While it is expected that this short-term impact will
be cyclical in nature, at this stage it is not possible to accurately predict the extent or timing of the impact or recovery over the
medium-term. In the longer-term, it is expected that Government initiatives to address the declining birth rate will have a
positive and stabilising impact. The prospect of other potential regulatory impacts on the category, whether they be positive or
negative in nature, is unknown and inherently difficult to predict.
In FY22, the Company expects the value of the overall infant nutrition market to decrease due to the lower number of births
(during the year, and also as a result of the year prior), an increase in competitive intensity and promotional activity impacting
average pricing, partially offset by a continuation of the usage penetration and premiumisation trend.
Based on current market trends, the ultra-premium segment (where the Company’s China label product competes) is expected
to perform at or above market, and the premium segment is expected to perform at or below market.
The impact of these market dynamics is expected to be felt most in early-stage products, and in Key and A cities where the
birth rate reduction is higher than in BCD cities. Market share gains by domestic brands compared to international brands are
expected to continue.
Category and business divisions
In China label infant nutrition, the Company is expecting to grow sales in FY22, as well as gain moderate share, albeit in a
weaker market overall. The focus is on acquiring new users and expanding distribution. Inventory levels are reducing, and
product freshness is improving. In 1Q22, the Company is continuing to reduce distributor inventory levels which will impact
sales. This is expected to result in a stronger 2H22 compared to 1H22.
In English label infant nutrition, with the category under pressure and the challenges experienced by a2MC in FY21, the
Company is targeting sales stabilisation in FY22 but a wide range of outcomes is possible. The COVID-19 impacts on the
daigou/reseller channel and associated impact on CBEC for English label products are expected to be prolonged. The Company
is adapting its strategy and execution to stabilise its English label business and return to growth over time.
Further incremental sales growth is expected in Australian liquid milk in FY22. In 1H22, the current COVID-19 restrictions in
Australia are likely to support volumes. However, these restrictions are expected to ease in 2H22, with potential volume
declines as more out-of-home consumption resumes. Input costs are also higher compared to FY21 partially offset by pricing.
Strong underlying growth in key accounts is expected in USA liquid milk in FY22. In-home consumption is expected to remain
at similar levels. However, with the loss of certain regions of a major club channel customer due to private label substitution,
modest sales growth overall is expected. The higher trade spend in FY21 to reduce retail price points and improve distribution
will be rolled back during the year in line with plan with some volume risk. Overall, a marginal improvement in USD losses is
expected.
FY22 will be the first time MVM is included in a2MC’s financial reporting. As such, the following information regarding MVM is
provided to assist the market with revenue and earnings expectations. Based on revised volume assumptions, it is now
expected that in FY22 MVM will deliver approximately $80 million in revenue (excluding intercompany revenue) and an EBITDA
loss of approximately $20 million for the 11 months post-completion. On an annualised basis the EBITDA loss would be
approximately $4 million greater due to July being a seasonally low period. Prior to any further investment in a blending and
canning facility and associated infrastructure, it is expected that depreciation and amortisation during the transitional period
will be approximately $14 million, subject to finalisation of acquisition accounting. MVM will be fully consolidated into a2MCs
accounts going forward on a 100% basis with the non-controlling interest deducted from the Group’s net profit after tax. The
9
consolidation of MVM will affect the reported gross margin of the Group. This includes the allocation of direct overheads,
including a portion of manufacturing depreciation, to gross margin.
Marketing and capability investment
Based on the continuing strong brand fundamentals, the Company is planning for a significant increase in brand investment,
content generation and activation in FY22 to drive awareness and trial in China and to compensate for continued subdued
daigou activity which has been effective in the past in building the brand. Overall marketing investment in FY22 is anticipated
to return to approximately FY20 levels which is expected to continue to drive improved brand health metrics and future
demand. Phasing of marketing investment may be influenced by the growth strategy review underway.
The Company will also continue to invest in capability building in China and in corporate functions to support future growth. It
is also expecting a return of short-term and long-term employee incentive programmes in order to retain and attract talent.
These investments will offset the reversal of FY21 one-off costs associated with the MVM acquisition and ERP implementation.
Accordingly, together with the addition of FY22 operating costs for the MVM business, the Company is anticipating an uplift in
employee and administration costs in FY22.
Key financials
The Company is expecting 1H22 revenue (including MVM) to be marginally lower than 1H21 due mainly to lower English label
infant nutrition sales offset by the addition of MVM revenue. 2H22 revenue (including MVM) is expected to be significantly
higher than 2H21 due mainly to actions taken in 2H21 to rebalance channel inventory, increased marketing investment and the
inclusion of MVM revenue.
FY22 gross margin is expected to be broadly similar to FY21 (excluding FY21 stock write-downs and before consolidating the
MVM business in FY22). This reflects the annualisation benefit of FY21 infant nutrition price increases and the product mix
benefit from an overall growth in infant nutrition volume. These benefits will be largely offset by COGS headwinds related to
increasing milk, ingredient and packaging costs. The Company is also expecting continued adverse infant nutrition mix in FY22
with China label growing ahead of English label.
Given the uncertainty and potential volatility in infant nutrition sales, particularly English label, it is difficult to predict with any
precision the wide range of potential EBITDA outcomes in FY22 relative to FY21 excluding stock write-downs.
Additionally, with the inclusion of MVM in FY22, depreciation and amortisation for the Group is expected to increase to
approximately $20 million and, as the MVM losses will not be taken as a deduction for tax purposes, a higher effective tax
rate, in the order of 37-39%, is anticipated.
Overall, although a2MC believes the business will continue to make significant progress on many fronts, FY22 is expected to
continue to be a challenging and volatile year. Due to the actions taken in 4Q21 to address channel inventory and improve
product freshness, coupled with strong brand health, the business is well-placed to adapt its strategy and execution to drive
growth in the longer term. However, recovery in English label channels is expected to be slow and market growth in China will
be subdued for some time.
10
Quotes for media
The a2 Milk Company’s Managing Director and CEO, David Bortolussi said:
• “It was a challenging year for The a2 Milk Company but we remain confident in the long-term opportunity that the
infant nutrition market in China represents.
• “The actions taken from the fourth quarter to address excess inventory are proving effective with channel inventory
levels reducing, product freshness improving and pricing increasing.
• “Our brand health metrics remain strong overall with some improvements in our most recent tracking research
following a significant marketing campaign in China in the fourth quarter.
• “We recognise that the China market and channel structure is changing rapidly and we are undertaking a
comprehensive process to review our growth strategy and executional plans to respond to this new environment.
• “Our acquisition of a 75% interest in Mataura Valley Milk further strengthens our New Zealand presence and our
relationships with China though another important strategic partner in China Animal Husbandry Group.
• “The appointments we have made to bolster our Executive Leadership Team, alongside a reorganisation of our Asia
Pacific division, provide more dedicated management focus going forward.
Reconciliation of EBITDA to net profit after tax
Year Ended Year Ended
30-Jun-21 30-Jun-20
NZ$ 000's NZ$ 000's
Group EBITDA 123,428 549,719
Depreciation and amortisation (7,453) (4,393)
Group EBIT 115,975 545,326
Interest income
3,989
6,135
Interest expense
(699)
(389)
Income tax expense
(38,607)
(165,235)
Net profit after tax 80,658 385,837
Authorised for release by the Board of Directors
David Bortolussi
Managing Director and Chief Executive Officer
The a2 Milk Company Limited
11
For further information, please contact:
Investors / Analysts
David Akers
Group Head of Investor Relations and Sustainability
M +61 412 944 577
david.akers@a2milk.com
Rebecca Culbertson
Senior Analyst Investor Relations
M +61 400 955 295
rebecca.culbertson@a2milk.com
Media
Rick Willis
M +61 411 839 344
rick@networkfour.com.au
Media – New Zealand
Barry Akers
M +64 21 571 234
akers@senescallakers.co.nz
---
THE a2 MILK COMPANY LIMITED
21
20
ANNUAL REPORT
ARBN: 158 331 965
THE a
2 MILK COMPANY ANNUAL REPORT 2021
01
FY21 highlights 2
Our Chair 5
CEO’s year in review 8
Approach to sustainability 19
Corporate governance 38
Directors 40
Executive Leadership Team 42
Governance 44
Remuneration 48
Financial statements 54
Other information 106
CONTENTS
2
Growth has been impacted
but we are in a strong
position for recovery. We are
moving forward, focusing
on long-term goals and
striving to be better.
PRODUCT
S E G M E N T
REVENUE*
$240.5m
Liquid milk 8.3%
$913.8m
Infant nutrition
35.8%
$52.4m
Other nutrition
38.5%
REGIONAL
PERFORMANCE*
ASIA PACIFIC
15.4%
China label
infant nutrition
51.8%
English label
1
infant nutrition
10.8%
Australian milk sales
3.7%
Revenue
22.8k
Store distribution
26.8k
Store distribution
USA
G R O U P
PERFORMANCE*
$1.21bn
Revenue 30.3%
$80.7m
NPAT 79.2%
$123.4m
EBITDA 7 7. 6%
10.86c
Earnings per share
79.3%
$89.4m
Operating cash flow
$875.2m
Cash on hand
* From continuing operations
1
Includes Hong Kong and Korea label
THE a
2 MILK COMPANY ANNUAL REPORT 2021
3
4
Conventional cows’ milk
contains two main types of beta
casein protein, A2 protein and
A1 protein – our branded milk
is different from conventional
cows’ milk because it comes
from cows selected to naturally
produce only the A2 protein type
and no A1.
Our milk is comparable to conventional
cows’ milk in other respects.
Our branded milk is naturally occurring and
not a product of genetic engineering or
technological processes.
Many consumers and healthcare
professionals report that some people
who experience digestive issues drinking
conventional cows’ milk may experience
benefits when they switch to a2 Milk
TM
.
a2 Milk™ brand is much more than just
a difference between A1 and A2 protein
types. Our brand stands for a series of
wonderful qualities from where we source
our milk, the extra special care we take from
cow to consumer, and how we educate and
engage with our consumers.
Our a2 Milk
TM
difference
That’s why there is only
one a2 Milk™ from
The a2 Milk Company.
Typical cow herds produce
conventional milk
containing a mix of A1 and
A2 protein types
Our branded milk is sourced
from herds producing milk
naturally containing only the
A2 protein type and no A1
Genetic variation has resulted in mixed
herds over time
Originally all cows
produced milk
containing only the
A2 protein type
THE a
2 MILK COMPANY ANNUAL REPORT 2021
5
Dear Shareholder
There is no hiding from the fact that it has been a very
challenging year for The a2 Milk Company. We also know
that it was a challenging year for you, our shareholders, in
many ways. We have been particularly disappointed, in that
context, with our Company’s performance and the pressure
this has put on our share price over the past year.
I don’t need to explain to you that we as a Company, along
with all of us individually, have experienced an extended
period of great uncertainty and volatility, including as a
result of the COVID-19 pandemic. During this period of
volatility, the normal behaviours of both our consumers and
our trade customers changed, in some cases radically, by
their reaction to the crisis, and this has had a profound and
very challenging effect on many aspects of our business.
Across the early phase of the pandemic, and particularly
in our infant nutrition business, there were highly unusual
swings in demand as consumers tended to panic buy and
pantry load, creating a large spike in sales, followed several
months later by a gradual unwinding of these pantry stocks
as things settled down. These dramatic swings in consumer
behaviour subsequently drove equally significant changes in
the behaviour of many of our trade customers as they tried
to meet demand and also balance off their own challenges.
These swings in consumer demand were exacerbated by
real concerns over the future availability of certain key infant
nutrition ingredients, which are sourced from all over the
world. In order to make sure that we were able to meet any
further spikes in demand, in the early period of COVID-19
we chose to build our own inventory levels to ensure we
were able to meet potential demand patterns without facing
supply chain disruption. Whilst this was a rational decision to
make at the time given the prevailing uncertainty, especially
bearing in mind that we commit to production three months
in advance, the anticipated demand for these increased
orders didn’t materialise and as a result this led to increases
in our own inventory.
FROM THE CHAIR
OUR
CHAIR
“ Our Company remains at its
heart a very robust,
differentiated branded
business with exceptionally
strong financials.”
As a result of these challenges, excess inventories built
up right across our business both internally and externally
throughout our distribution channels. To address the excess
inventory levels, aggressive measures were put into place in
the fourth quarter of the fiscal year.
These challenges impacted our English label infant nutrition
business. In the first quarter of the fiscal year we were
impacted by the flow-on effect of pantry destocking
following the strong sales uplift in 3Q20 and lower than
anticipated sales to retail daigous in Australia, due to
multiple reasons including reduced tourism from China and
international student numbers. By the end of the first quarter,
we were experiencing increasing disruption to corporate
daigou/reseller customers. With the effect of the disruption
in the daigou channel, we shifted our focus to activating
the CBEC channel in a manner which complemented our
daigou business. By the end of the second quarter, it became
clear that the disruption we were experiencing in the daigou
channel was also impacting our CBEC business. Following a
Board-initiated comprehensive inventory review undertaken
by management in the second half, it became clear that the
challenges in the daigou/reseller and CBEC channels were
being exacerbated by a level of channel inventory which was
higher than anticipated. This was primarily due to difficulties
with the visibility that arises as a result of the highly complex
and multi-layered Chinese distribution systems.
David Hearn
6
In the third quarter of the fiscal year, we announced a
number of initiatives, particularly in these heavily affected
channels, to address the issues. Specifically, we deliberately
slowed down our own sales into the CBEC channel to reduce
the inventory levels; we reduced our forward orders from our
infant nutrition supplier Synlait to reduce our own internal
stock levels; and we embarked on a series of promotional
programmes designed to move product through these
channels more quickly. Whilst these initiatives had some
positive effect, we ultimately needed to take more aggressive
action to address these issues fully.
As disclosed in our 10 May 2021 update, the Board made
the difficult decision to address the inventory issues head-on
and aggressively deal with the situation in a substantive way.
This decision required significant inventory write-downs but
we believe that those decisions are in the Company’s best
interests in order to put the business on the right course
going forward.
I, along with the Board and the executive management team
are confident that the approach we have taken, while painful
in the short-term, will place the Company in a much better
position to begin to return to a growth trajectory, primarily by
continuing to build our strong brand from the solid base that
we have created over the past several years.
There is no doubt that the whole world is changing as a
result of the global pandemic and China’s infant nutrition
market is no exception. We will need to continue to develop
new and appropriate strategies to succeed in the future,
not by discarding the foundations on which we have built
past success, but by building on them and developing them
further to remain fit for purpose in this new world. It is for
this reason, and because of our confidence in the underlying
strength of the a2™ brand, that we will be continuing to
invest behind the brand through this period of rebalancing
and into the future.
We recognise that growth in the China infant nutrition
market is slowing significantly, certainly in the short-term
primarily as a result of government guidance around the risks
associated with the COVID-19 vaccine in pregnancy, and that
channel structures are evolving rapidly and a comprehensive
review of our growth strategy and executional plans to
respond to this new environment is underway. We will
provide an update to the market on the strategic review prior
to our Annual Meeting. You can be assured that your Board
and the management team are focused single-mindedly on
returning a2MC to growth and improving shareholder value.
In addition, as stated in the Company’s announcement
on 10 May 2021, the Board is actively reviewing capital
management initiatives. That review is ongoing. While the
business remains in a strong capital position, given the
continued uncertainty and volatility in the markets which we
operate, as well as opportunities to invest for growth which
we continue to investigate, the Board has decided that, at
least in the short-term, now would not be the right time to
return capital or introduce a dividend.
There are other events and developments that we are
pleased to update you on. Post year-end, we completed the
acquisition of a 75% interest in Mataura Valley Milk. There
is further work to be done to integrate this world-class
manufacturing asset into our business, and we are excited
about the opportunities it opens up for us. We are also very
excited about partnering with China Animal Husbandry
Group. This partnership deepens our relationship with, and
highlights our commitment to, China.
There has also been some change to the Board this year.
In February 2021 we announced that Jesse Wu had retired
from the Board. Jesse was an outstanding director from May
2017 and made a significant contribution to the Company’s
development not only in China but across the entire business.
We are pleased to have retained Jesse in the ongoing role of
special advisor to the Chair.
6
THE a
2 MILK COMPANY ANNUAL REPORT 2021
7
At the same time as announcing Jesse’s retirement, we
announced the appointment of Bessie Lee as an independent
non-executive director of the Company. Bessie is a leader
in the field of media and technology start-ups in China
and brings a deep understanding of the Chinese culture,
consumer behaviour and commercial environment. Bessie is
already making a valuable contribution to the Board.
From a management perspective, there have been a number
of changes to the Executive Leadership Team in the past year.
On behalf of the Board, I would like to thank Geoff Babidge
for returning to the Company in 2019 and for his leadership
during a tumultuous year. In the second half of the fiscal year,
we bid farewell to Lisa Burquest, Susan Massasso and Peter
Nathan. We wish all of them every success in the future.
Given the unprecedented levels of uncertainty and volatility
due to COVID-19 and the changes that our business has had
to make in response, this year is a particularly opportune
time to usher in a new management team and so we were
pleased in February 2021 to welcome David Bortolussi as
our new Managing Director and Chief Executive Officer.
David’s leadership and contribution has already been
immense. Alongside a complete review of all aspects of
the business, one of the many tasks David has needed to
undertake has been a rebuild of the Executive Leadership
Team. Consequently there have been a number of changes,
promotions and new appointments which the Board is
confident will set the business up strongly for the future.
David and the Executive Leadership Team are continuing
to focus on driving improved performance in the new
financial year, while also developing and progressing the
implementation of a revised longer-term growth strategy.
Finally, I want to leave you with two important thoughts.
Firstly, whilst the issues that arose in FY21 were undoubtedly
a challenge, the business remains at its heart a very robust,
differentiated branded business with exceptionally strong
financials – which is indeed why we have weathered this
period of volatility. We have built a solid foundation which
has not been jeopardised by the short-term supply/demand
imbalances and the future continues to offer many attractive
opportunities for growth and expansion.
Secondly, I recognise the serious challenges created by the
market conditions in the last year to you, our shareholders.
I understand your pain and your concerns. I regret that, after
an extended period of stellar performance, factors such as
the global pandemic impacted our performance in FY21, but
that only makes the Board and the management team all the
more determined to make back the lost ground.
I look forward to updating you at our annual shareholders’
meeting in November.
In the meantime, may I take this opportunity to wish you and
your family the best of health as the world hopefully begins
to navigate its way out of this tragic COVID-19 crisis.
Yours faithfully,
David Hearn
Chair
25 August 2021
We are confident in the
underlying strength of
the a2
™
brand, and will
continue to invest in the
brand through this period
of rebalancing.
8
CEO‘S YEAR IN REVIEW
“ I am delighted to have joined
The a2 Milk Company and am
excited about the strength of
the brand and our future.“
DAVID BORTOLUSSI
MANAGING DIRECTOR AND CEO
BEYOND
THINKING
THE a
2 MILK COMPANY ANNUAL REPORT 2021
9
BEYOND
CEO‘S YEAR
IN REVIEW
David Bortolussi
Challenging year impacted by COVID-19
Channel inventory dynamics improving
and growth strategy review underway
The a2 Milk Company experienced a very challenging year in
FY21 impacted by unprecedented levels of uncertainty and
volatility due to the prolonged impact of COVID-19 and a
rapidly changing China infant nutrition market. Over the past
year China market growth has reduced significantly from
globally high rates to be flat, and cross-border trade has been
disrupted significantly which has had a profound impact on
the Company’s results.
While certain areas of the business performed well, with
market share gains in China label infant nutrition and
Australian fresh milk, the Company was impacted by a
significant decline in cross-border English label infant nutrition
and other nutritional sales through daigou/reseller and
e-commerce channels. This created substantial demand and
supply volatility, which caused material excess inventory issues
that exacerbated the impact.
In response to the dramatic change in circumstances, the
Company took significant action, particularly from 4Q21, to
address excess inventory issues, rebuild the management
team, increase brand investment to drive demand, commence
a review of its growth strategy and review options to deploy
available capital. These actions have put the Company in a
far better position now than it would have been otherwise
to navigate the challenges ahead and enable it to return to
growth in the medium-term.
The Board and management are confident in the underlying
fundamentals of the business and that the growth
opportunity in core markets remains strong. Coupled with
opportunities for product innovation, category expansion and
new markets, and supported by a healthy brand and strong
balance sheet, the long-term outlook is positive. However, the
outlook for FY22 remains challenging and uncertain and it
will take time to recover.
CEO‘S YEAR IN REVIEW
10
Group financial performance
3,4,5
The a2 Milk Company experienced a challenging year with
revenue for the Group declining 30.3% to $1.21 billion
which was within the guidance range provided in May. As
stated in the Company’s announcement on 10 May 2021,
a2MC’s performance was impacted by unprecedented levels
of uncertainty and volatility due to COVID-19, challenges
experienced in the English label infant nutrition channels,
and the actions then required in the second half to rebalance
channel inventory.
Gross margin percentage
6
decreased to 42.3%. This
was significantly lower than the prior year primarily due
to recognising stock write-downs of $10 8.6 million. Gross
margin was also impacted by higher cost of goods sold
driven by an increase in raw milk prices, lower volumes and
adverse mix driven by a higher proportion of liquid milk to
infant nutrition sales and a relative increase in China label
sales as a proportion of overall infant nutrition sales. Foreign
currency movements also negatively impacted gross margin,
particularly in 2H21. Excluding the stock write-downs, the
full year gross margin was 51.3%.
3 All figures are in New Zealand Dollars (NZ$) unless otherwise stated.
4 All comparisons are with the 12 months ended 30 June 2020 (FY20),
unless otherwise stated.
5 All figures are quoted based on continuing operations of the Group,
unless otherwise stated.
6 Gross margin percentage is calculated as sales less cost of goods sold,
divided by sales.
Key points
1
—Revenue and EBITDA
2
margin was within the
guidance range provided in May
—Revenue down 30.3% to $1.21 billion
—Earnings before interest tax depreciation
and amortisation (EBITDA) down 77.6% to
$123 million inclusive of $109 million in stock
write-downs and $10 million in Mataura Valley
Milk (MVM) acquisition costs
—EBITDA to sales margin of 10.2% or 11.1%
excluding MVM acquisition costs
—Net profit after tax down 79.1% to $80.7 million
(including discontinued operations)
—Actions taken from 4Q21 to address excess inventory
are proving effective with channel inventory levels
reducing, product freshness improving and market
pricing increasing – rebalancing of channel inventory
is expected to continue through 1Q22
—Executive Leadership Team appointments and Asia
Pacific division reorganisation to build capability
and provide more dedicated management focus
completed
—Brand health metrics remain strong overall with
some improvements in recent tracking research
following a significant 4Q21 marketing campaign in
China
—MVM acquisition and strategic partnership with
China Animal Husbandry Group completed in July
—Growth strategy review underway to respond to
rapidly changing China market dynamics – update to
be provided at the investor strategy day in October
—The Board has carefully considered capital
management initiatives and has decided not to
return capital to shareholders at this point in time,
preferring instead to preserve balance sheet strength
having regard to market volatility and potential
opportunities to reinvest in growth and supply chain
1 All figures are in New Zealand Dollars (NZ$) and based on
continuing operations of the Group, unless otherwise stated.
2 Earnings before interest, tax, depreciation and amortisation
(EBITDA) is a non-GAAP measure. However, the Company
believes that it assists in providing investors with a
comprehensive understanding of the underlying performance of
the business. A reconciliation of EBITDA to net profit after tax is
shown at the end of this document.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
11
“ Our consumers as well as our
employees have been impacted
by the pandemic and our
biggest concern has been the
safety and well being of both
ensuring our consumers are
able to access the freshest,
premium products and our
employees are supported
during this crisis.”
EBITDA decreased by 77.6% during the period to
$123.4 million ($133.8 million excluding MVM acquisition
costs). This reflected lower revenue and gross margins, one-
off costs of $9.7 million associated with the implementation
of a new cloud-based enterprise resource planning (ERP)
system, and $10.4 million of MVM acquisition costs. This
was partially offset by lower employee incentive payments,
lower consulting costs and a reduction in discretionary costs,
whilst continuing to invest in brand marketing and internal
capability building.
This resulted in an EBITDA to sales margin of 10.2%.
Excluding MVM acquisition costs, EBITDA to sales margin was
within the guidance range provided in May at 11.1%.
The effective tax rate of 32.4% was marginally higher than
the prior year due to the proportional increase in USA losses
(which are not tax effected) to the overall Group profit and
the MVM acquisition costs being non-deductible for tax
purposes, partly offset by a prior period adjustment. Net
profit after tax was $80.7 million, a decrease of 79.1%
on the prior year including discontinued operations.
The balance sheet remains in a strong position with
closing net cash of $875.2 million. Operating cash flow
of $89.4 million was significantly lower than the prior year
primarily due to lower earnings combined with a marginal
reduction in net working capital. The Company also invested
in the Kyvalley Dairy Group (Kyvalley) acquisition and lease-
back, the Synlait capital raising and the ERP implementation.
Post year end, the Company completed the acquisition of
MVM for $268.5 million.
Inventory at the end of the period was $112.2 million,
reflecting the impact of the $108.6 million stock write-down
which includes associated disposal costs. As stated in the
Company’s announcement on 10 May 2021, this write-
down was a result of the Board-initiated inventory review
undertaken by management in 2H21, which indicated that
the level of channel inventory was higher than anticipated.
The elevated inventory was a consequence of managing the
uncertainties and complexities of COVID-19 impacting supply
chains, compounded by lower sales, particularly in English
label infant nutrition. Actions were taken in 4Q21 to address
excess inventory which included a reduction in planned sell-in
across the daigou/reseller, CBEC and China label channels, as
well as working with customers and distributors to improve
the dating of inventory to improve freshness across all labels
and channels. These actions are proving to be effective
with early signs of price stabilisation in the CBEC channel
and some recovery in the daigou/reseller channel. Channel
inventory in CBEC and daigou/reseller channels are now at
target levels, with China label expected to reach target levels
by the end of 1Q22.
CEO‘S YEAR IN REVIEW
12
China infant nutrition market dynamics
As noted in the Company’s announcement on 10 May 2021,
the China infant nutrition market structure is changing rapidly.
In volume terms, the overall infant nutrition market in China
decreased
7
in FY21 in volume driven by a significant reduction
in the birth rate impacting early-stage products, partially offset
by increased product penetration.
Although market performance varied by channel and
segment, overall, value growth was flat
8
as the impact of
premiumisation (driven primarily through consumers trading-
up and new product innovation) was partially offset by
increased promotional activity resulting from heightened
competitive intensity. Local players continue to gain share
against the traditional multinational brands, driven both by the
strength of local brands in domestic channels, as well as an
overall mix shift from cross-border to domestic channels.
The increasingly competitive environment compounded by
macro factors and evolving market dynamics reiterates the
importance of the Company’s current growth strategy review.
Regional performance
1. China & Other Asia
China & Other Asia revenue of $583.4 million was down
16.6%, with EBITDA of $75.6 million, down 66.4%. Lower
revenue was primarily due to challenges experienced in the
CBEC channel and a rebalancing of inventory with distributors.
The reduction in EBITDA margin was due to the higher
proportion of China label sales relative to CBEC sales with
the former being a higher cost to serve channel, resulting in a
lower gross margin. It also reflected the continued investment
in brand and capability. The proportion of the inventory
write-down allocated to the China & Other Asia segment was
$50.3 million.
Despite the disruption and challenges experienced during
the year, the Company continued to record strong brand
health metrics in China overall – China label metrics improved
consistently while English label metrics weakened somewhat
but improved partially in 4Q21 following the marketing
campaign and other initiatives.
Infant nutrition – China label channels
Sales in a2
至初
®
China label infant nutrition of $389.9 million
were achieved, an increase of 15.4% which was an
encouraging result in a challenging market. The growth rate
relative to FY20 was reflective of the substantial uplift in
the prior period due to COVID-19 related pantry stocking, a
reduction in the birth rate, and the increasing competition
from domestic brands. Foreign currency movements
(stronger NZD relative to USD/RMB) also created headwinds,
particularly in 2H21. The 2H21 decrease in sales of 7.4%
was also impacted by the actions taken in 4Q21 to reduce
channel inventory.
7 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market
tracking (Key&A + BCD cities) for the 52 weeks ending 18 June 2021.
8 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market
tracking (Key&A + BCD cities) for the 52 weeks ending 18 June 2021.
As measured by Nielsen, retail sales for mother and baby
stores (ie sales from stores to consumers by value) for the
overall market were up 9% for the year and up 13% for
2H21
9
. a2MC’s 12-month rolling market value share in MBS
was 2.5% at the end of June 2021, versus 2.4% at the end
of December 2020 and 2.0% at the end of June 2020
8
.
Distribution increased to 22.8k stores, from 21.8k at the
end of December 2020 and 18.2k stores at the end of June
2020
10
. Importantly, a2 至初
®
was one of a few international
brands that gained share in the year, providing a solid base to
build on in the future.
As measured by Smart Path, retail sales for domestic online
(“DOL”) platforms (by value) for the overall market were up
19% for the year and up 11% for 2H21
11
. The Company’s
12-month rolling market value share in DOL was 2.0% at the
end of June 2021, versus 2.0% at the end of December 2020
and 1.9% at the end of June 2020
10
.
Channel inventory was slightly higher than target levels at
the end of the period and will be further reduced in 1Q22
by careful on-going stock management. The actions taken
to replace distributor inventory with fresher stock is well
progressed with the impact in store starting to be seen. It is
expected that inventory freshness will improve significantly in
FY22 compared to FY21.
The Company continued to invest behind the brand to drive
consumer demand. For FY21, this was weighted to the
second half, including a significant marketing campaign in
China in 4Q21.
The strategic importance and size of the channel, and the
strong resonance the brand has with consumers, means
the mother and baby store channel remains the Company’s
biggest opportunity to gain market share. A key element
of the growth strategy review is focussing on maximising
this opportunity as well as gaining share in domestic
online channels.
9 Nielsen MBS retail measurement service: mother and baby stores only
retail sales (by value). FY21 versus FY20 and 2H21 versus 2H20.
10 a2MC internal data tracking of stores with active sales in the past 6
months. Restated store numbers for December 2020 and June 2020
reflecting enhanced data capture and updated internal tracking
methodology.
11 Smart Path China IMF online market tracking: domestic online platform
sales (by value). FY21 versus FY20 and 2H21 versus 2H20.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
13
Infant nutrition – Cross-border e-commerce (CBEC)
a2 Platinum
®
English and other label infant nutrition revenue
of $166.9 million was down 51.1%. First half sales were
impacted by pantry destocking from 2H20. In the second half,
sales of $63.4 million were down 64.9% on 2H20 primarily as
a result of cycling a high comparative period and as a result of
the actions taken in 2H21 to rebalance inventory within the
channel. Foreign currency movements also created headwinds
for CBEC sales, which are denominated in US dollars. The
second half result also reflected limited price discounting
during the “618” sales promotion event and no sales of Hong
Kong label, which has ceased due to COVID-19 restrictions.
As measured by Smart Path, retail sales (by value) for the
overall CBEC market were up 3% for the year and down 5%
for 2H21
12
. The Company’s 12-month rolling market value
share in CBEC was marginally down at 21.1% at the end of
June, versus 22.2% at the end of December 2020 and 21.7%
at the end of June 2020
11
. This performance reflected actions
taken in 2H21 as referenced above, as well as a significant
amount of cross selling and reselling from the daigou/
reseller and retail channels. These dynamics may continue to
put pressure on a2MC’s short-term CBEC market share, as
measured by Smart Path.
2. ANZ
Revenue in the ANZ segment was impacted by the infant
and other nutrition challenges experienced in the daigou/
reseller and retail channels but was partly offset by strong
performance in liquid milk in Australia. ANZ segment
revenue of $559.7 million was down 42.0%, with EBITDA
of $148.8 million, down 68.0%. ANZ segment revenue of
$242.5 million for 2H21 was down 52.0%, with EBITDA
of $31.4 million for 2H21, down 86.8% primarily due to
the actions taken in 4Q21 to rebalance the daigou/reseller
channel partly offset by growth in Australian fresh milk.
Infant nutrition – daigou/resellers and retail
Infant nutrition revenue in ANZ decreased by 52.1%
to $357.0 million for the year. This significant decrease
was due mainly to prolonged impacts emanating from
COVID-19 volatility.
12 Smart Path China IMF online market tracking: for CBEC only retail sales
(by value). FY21 versus FY20 and 2H21 versus 2H20. (Prior periods
restated for updated data.)
In July and August 2020, the business was impacted by the
unwinding of pantry loading that had occurred in early 2020
due to COVID-19, initially impacting retail daigou sales. At
the end of September, it was evident that daigou/reseller
customers were also being impacted by COVID-19 related
restrictions. Measures were taken to address the prevailing
situation and there were initial signs of improvement. However,
there was further impact to CBEC sales later in 2Q21 which had
a flow on impact on demand, reflecting the interrelationship
between the daigou/reseller and CBEC channels. Actions taken
in 3Q21 and in April to address the challenges in the daigou/
reseller and CBEC channels had limited impact. Following
a Board-initiated comprehensive review by management of
inventory in the trade in 2H21, it was clear that the level of
channel inventory was higher than had been anticipated and
there were difficulties with channel inventory visibility and
demand and supply planning.
A number of initiatives were put in place to address this decline
in performance and, importantly to put the business on a
firmer footing. These included:
—Incurring a significant stock write-down to reduce excess
and ageing inventory
—Swapping out older distributor inventory with more recent
stock to improve on-shelf product freshness
—Reducing channel inventory levels by restricting sales in
4Q21 to stabilise pricing and improve inventory flow
—Increasing wholesale prices to rebalance pricing across
channels and mitigate margin loss due to higher cost of
goods sold pressures
The initial results of these actions have been encouraging with
product freshness and market pricing starting to improve.
English label product freshness is expected to improve
significantly in FY22 compared with FY21. Although market
pricing is improving, CY21 English label inventory remaining
in the market and being sold by certain wholesale traders and
online players is depressing visible pricing in the market. The
amount of this inventory remaining in the market is difficult to
quantify, but it is expected that it will have largely cleared by
the end of the “11/11” peak trading period.
CEO‘S YEAR IN REVIEW
14
Notwithstanding these actions, the Company estimates it
lost market share in the daigou channel during the year,
particularly in Stage 1 infant nutrition. Kantar data has
recently been expanded and a more representative consumer
age range now being captured
13
. Whilst there are still
some inherent limitations for measuring the Company’s
performance using Kantar data, it remains the only single
source for tracking daigou consumer sales. Kantar data
suggests daigou consumer sales in the market were down
42% for FY21 and down 35% for 2H21
14
and that a2MC’s
daigou share declined but less dramatically to 22% at the end
of June 2021 compared to 24% at the end of June 2020
12
.
Given the role of the daigou/reseller channel, including in
new user recruitment in an increasingly competitive market,
some continued pressure on consumer demand is expected.
A key focus is working with distribution partners to increase
distribution and new user activation, as well as optimising
CBEC execution. In addition, a key element of the Company’s
growth strategy review is considering the route-to-market
and management model of English label infant nutrition.
Liquid milk
Australian fresh milk revenue increased by 10.8% to
$169.0 million. The business also achieved a record market
value share of 12.2% at the end of June 2021
15
, primarily
driven by increased levels of in-home consumption during
1H21 lockdowns associated with COVID-19. Growth
moderated in 2H21 to 5.5% as restrictions eased and
a greater amount of out-of-home consumption was
experienced prior to recent lockdowns in Australia. During
the year the Company acquired the manufacturing facilities of
Kyvalley. The purchase and upgrade of Kyvalley is a strategic
investment to ensure quality of products and processing
capacity.
Other nutritional products
The disruption experienced in the daigou/reseller channel
also impacted all products in this segment with revenue
decreasing 50.5% to $33.7 million. As with infant nutrition
products, the Company is examining the product and channel
approach as part of the growth strategy review to drive
demand and ensure other opportunities are explored to
maximise the full potential of the segment.
3. North America
USA revenue decreased 3.7% to $63.6 million. An improved
EBITDA result was delivered, with a significantly reduced loss
of $33.5 million, representing a $17.0 million improvement on
FY20. USA segment revenue of $29.4 million for 2H21 was
down 22.8%, with an EBITDA loss of $21.9 million for 2H21
representing a $1.4 million improvement compared to 2H20.
13 Kantar data based on a panel of 9,000 consumers covering 0-6 year
olds and only seeks to project ~40% of the population.
14 Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market
tracking (Key&A + BCD cities) for the 52 weeks ending 18 June 2021.
15 IRI Australian Grocery Weighted Scan 12-months ending 30 June 2021.
FY21 represented a shift in execution approach for the USA
business with lower marketing investment and increased
price investment to improve conversion and household
penetration. The business leveraged trade investment to bring
price to an affordable premium as well as increasing range,
facings and improving overall shelf positioning. This resulted
in a significant percentage of key accounts increasing product
facings and improving shelf position which is expected to
benefit the business over time.
The decline in FY21 revenue reflects higher planned trade
spend in line with the businesses revised pricing strategy,
the loss of certain regions of a major club channel customer,
and unfavourable foreign exchange, with each of these
factors more heavily weighted to 2H21. Additionally, the US
business benefited from a lift in in-home consumption related
to COVID-19 lockdowns during 2H20, presenting a more
challenging 2H21 comparative. On a constant currency basis,
net revenue increased 5.5% to $69.7 million during the year.
Underlying volume growth for the year was 13%, or 26%
excluding the major club channel customer. The improved
EBITDA loss in FY21 reflected a substantial reduction in
marketing investment associated with the above noted shift
in execution, along with the positive benefits of currency
exchange on business expenditure.
Average velocities grew within key accounts and distribution
grew to 26.8k stores, from 24.0k stores at the end of June
2020
16
. In 2H21
17
, a2 Milk™ grew ahead of the premium
liquid milk category and was the strongest performing
premium brand over the period.
While marketing investment in FY21 was lower than the
prior year, key marketing and public relations activities
continued which resulted in driving improvements in brand
health metrics, with prompted awareness demonstrating
a significant increase. Additionally, the a2 Milk™ brand
was one of the top two leading brands in the category for
brand loyalty.
16 Updated prior year comparison due to expanded data set now being
supplied.
17 Based on data available to 15 May 2021.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
15
The USA is an important market, and the Company
continues to evaluate product, distribution and supply
chain opportunities to increase the scale and profitability
of the business.
In Canada, products were first launched in July 2020, initially
focusing on Western Canada with subsequent distribution
expansion. The Company continues to work closely with
Agrifoods, leveraging the Company’s intellectual property
and marketing assets as well as proprietary systems and
know-how relating to local milk sourcing and processing.
Completion of acquisition of MVM
On 30 July 2021, the Company completed the acquisition
of a 75% interest in Mataura Valley Milk (MVM), a dairy
nutrition business located in Southland, New Zealand, in
partnership with China Animal Husbandry Group.
The strategic intent of the acquisition remains intact.
The acquisition provides the opportunity to participate in
nutritional products manufacturing and the potential to
pursue additional China label registrations and product
innovation opportunities in the future. It strengthens
relationships with key strategic partners in China, achieves
supplier and geographic diversification, and over time will
offer access to insourced manufacturing margins.
It had previously been expected that post acquisition, MVM
would process additional third-party volumes which is now
uncertain in terms of execution and timing. In addition, a2MC
has now revised down its volume assumptions for product
to be transferred to MVM during the transitional period
(FY22-24). Consequently, MVM is exploring further business
development opportunities and will seek to work with
additional third parties to improve the financial performance
of MVM during the transitional period. The Company still
expects MVM will return a positive EBITDA during FY25.
Additional financial details for FY22 are provided in the
outlook section.
Growth strategy review
Whilst the actions taken have undoubtedly given the
business a stronger platform going forward, the dynamic
and challenging market conditions over the past year have
highlighted the need to review and adapt elements of the
Company’s long-term strategy and execution going forward.
The Company recognises that the China infant nutrition
market structure is changing rapidly. While consumers still
have a strong preference for premium infant nutrition, market
growth is being impacted by a more pronounced reduction in
the birth rate. In addition, the shift towards China label infant
nutrition continues, the rate of new product innovation has
ramped up, channels to market are changing and competitive
intensity is increasing, with domestic players continuing to
gain market share.
It is also clear that the daigou/reseller channel has been
impacted by COVID-19, regulatory and other structural
factors. Whilst the daigou/reseller channel will continue to
play an important role, the Company needs to further evolve
its routes to market and brand marketing programmes in
parallel in order to adjust to the changing environment in
which it operates.
Accordingly, the Company recognises the need to change
its approach in light of the significant market changes and
a comprehensive process to review its growth strategy is
underway. The scope of this review includes the Company’s
approach to driving infant nutrition growth in both
China label and English label channels; its infant nutrition
product portfolio and innovation strategy; adjacent growth
opportunities; and its brand positioning to ensure continued
resonance and distinctiveness amongst an evolving
consumer base.
An update on this review will be provided at an investor
strategy day currently scheduled for late October.
CEO‘S YEAR IN REVIEW
16
“ Acknowledging that 2021
has been a very difficult year
for the business, I am
confident that these
challenges can be addressed
with the benefit of a strong
brand and new leadership
team to capture the full
potential of our business.”
Capital management
The Company’s balance sheet remains strong. Despite the
current challenges being faced, the Board is confident in the
strength of the brand, the underlying fundamentals of the
business, and the Company’s long-term growth potential.
Capital planning is an ongoing activity of the Board, guided
by the Company’s strategy and capital allocation framework.
This framework prioritises investment in growth initiatives
ahead of returning capital to shareholders.
The current capital planning process is considering how
to maximise the value of the Company’s strong capital
position in line with its growth strategy. This includes further
investment to strengthen the business as well as potential
acquisitions to complement existing operations. The Board
also considers it prudent to maintain a conservative cash
reserve in uncertain times. This is particularly relevant in the
context of volatile consumer markets, which continue to be
impacted by COVID-19.
Several mechanisms are available to the Company when
considering the return of excess capital to shareholders.
The effectiveness of these options is impacted by the
Group’s ownership structure and taxation profile, which are
relevant factors when considering how best to utilise the
Group’s capital. For any potential on-market share buyback,
consideration would need to be given to the Company’s
available subscribed capital, which at end of FY21 was in the
order of NZ$175 million.
Notwithstanding the above considerations, the Board
is currently of the view that there is greater opportunity
to create value by investing in the business and through
potential acquisition than by returning capital to shareholders
either via a buyback or by introducing a dividend at this stage
in the Company’s development. Capital management options
will continue to be an important consideration in the broader
capital planning process and will continue to be reviewed by
the Board on an ongoing basis.
Significant progress in sustainability
In FY20, the Company identified a number of focus areas to
enhance its efforts to become a more sustainable business
for the future. In FY21, significant progress was made in
several focus areas including enhancing its approach to
animal welfare and its farm environmental plans; continuing
to invest, engage and support local communities; as well
as advancing several initiatives under its people strategy,
responsible sourcing and ethical supply chain.
The Company is committed to investing in tangible climate-
related programmes that will create a positive impact on
the planet. In FY21 funding was redeployed to advance and
support critical research and projects in the supply chain as
follows:
—Progressed a research project to assess the potential of
asparagopsis in reducing methane produced by
A2/A2 cows
—Contributed to Synlait’s conversion of its current coal boiler
to biomass fuel
—Committed to converting or replacing MVM’s coal boiler in
the future
—Installed solar panels at the Smeaton Grange milk
processing plant and commenced an energy audit of
the site
Further information on the Company’s sustainability goals
and strategy will be provided at the upcoming investor
strategy day in late October.
Executive leadership team and
reorganisation
In July 2021 the Company announced it would reorganise its
Asia Pacific division. The objectives of this reorganisation are
to provide greater leadership and focus on key components
of the business, enable holistic management of the English
label business, and improve execution going forward.
This reorganisation resulted in two of the Company’s existing
leaders, Xiao Li, Chief Executive – Greater China, and Kevin
Bush, Executive General Manager – ANZ, being promoted
to be direct reports to the CEO, demonstrating the depth
of talent within the Company, and are both now on the
Executive Leadership Team.
Yohan Senaratne was appointed Executive General Manager
– International and commenced with the Company in July.
Yohan is responsible for leading the Company’s cross-border
export business, primarily focused on English label infant
nutrition products.
The Company also recently appointed Edith Bailey as its
new Chief Marketing Officer. Edith will be responsible for
managing the strategic and creative direction of the a2™
brand and driving product innovation going forward. Edith
will commence in December 2021.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
17
Amanda Hart was also recently appointed as Chief People
& Culture Officer in July and will commence her role in
September 2021. Amanda will be responsible for driving the
people strategy and executing integrated programmes to
develop internal capability and evolve the Company’s culture.
Following the completion of the MVM acquisition, Bernard
May has joined a2MC’s Executive Leadership Team as Chief
Executive Officer – MVM.
During the year Eleanor Khor was promoted to the role
of Chief Strategy Officer, and Jaron McVicar’s role was
expanded to Chief Legal & Sustainability Officer and
Company Secretary.
Outlook
The Company is confident in the underlying fundamentals of
the business and that the growth opportunity in core markets
remains significant. Coupled with opportunities for product
innovation, category expansion and new markets, and
supported by a healthy brand and strong balance sheet, the
long-term outlook is positive.
However, given the continuing uncertainty and volatility in
a2MC’s consumer markets resulting from issues related to
COVID-19 and other rapidly changing market dynamics,
particularly in China, the Company has determined not
to provide specific guidance regarding anticipated Group
revenue or EBITDA margin at this time. Rather, it is providing
current observations on key drivers and important issues that
may impact its FY22 results.
These observations are based on what the Company is
currently aware of, and facts and circumstances may change
materially in the future. Accordingly, actual results may vary
materially from that indicated by the qualitative outlook
provided below.
The outlook also assumes no material changes in macro
factors such as cross border trade, changes in the regulatory
environment and foreign exchange, and that COVID-19
related impacts continue at broadly current levels.
China infant nutrition market
China’s infant nutrition market is being materially impacted
by a lower birth rate, especially recently due to COVID-19
and related vaccination programmes causing many people
to delay pregnancy. While it is expected that this short-
term impact will be cyclical in nature, at this stage it is not
possible to accurately predict the extent or timing of the
impact or recovery over the medium-term. In the longer-
term, it is expected that Government initiatives to address the
declining birth rate will have a positive and stabilising impact.
The prospect of other potential regulatory impacts on the
category, whether they be positive or negative in nature, is
unknown and inherently difficult to predict.
In FY22, the Company expects the value of the overall infant
nutrition market to decrease due to the lower number of
births (during the year, and also as a result of the year prior),
an increase in competitive intensity and promotional activity
impacting average pricing, partially offset by a continuation
of the usage penetration and premiumisation trend.
Based on current market trends, the ultra-premium segment
(where the Company’s China label product competes) is
expected to perform at or above market, and the premium
segment is expected to perform at or below market.
The impact of these market dynamics is expected to be felt
most in early-stage products, and in Key and A cities where
the birth rate reduction is higher than in BCD cities. Market
share gains by domestic brands compared to international
brands are expected to continue.
Category and business divisions
In China label infant nutrition, the Company is expecting
to grow sales in FY22, as well as gain moderate share,
albeit in a weaker market overall. The focus is on acquiring
new users and expanding distribution. Inventory levels are
reducing, and product freshness is improving. In 1Q22, the
Company is continuing to reduce distributor inventory levels
which will impact sales. This is expected to result in a stronger
2H22 compared to 1H22.
In English label infant nutrition, with the category
under pressure and the challenges experienced by a2MC in
FY21, the Company is targeting sales stabilisation in FY22
but a wide range of outcomes is possible. The COVID-19
impacts on the daigou/reseller channel and associated
impact on CBEC for English label products are expected to
be prolonged. The Company is adapting its strategy and
execution to stabilise its English label business and return
to growth over time.
Further incremental sales growth is expected in Australian
liquid milk in FY22. In 1H22, the current COVID-19
restrictions in Australia are likely to support volumes.
However, these restrictions are expected to ease in 2H22,
with potential volume declines as more out-of-home
consumption resumes. Input costs are also higher compared
to FY21 partially offset by pricing.
Strong underlying growth in key accounts is expected in
USA liquid milk in FY22. In-home consumption is expected
to remain at similar levels. However, with the loss of certain
regions of a major club channel customer due to private
label substitution, modest sales growth overall is expected.
The higher trade spend in FY21 to reduce retail price points
and improve distribution will be rolled back during the year
in line with plan with some volume risk. Overall, a marginal
improvement in USD losses is expected.
CEO‘S YEAR IN REVIEW
18
FY22 will be the first time MVM is included in a2MC’s
financial reporting. As such, the following information
regarding MVM is provided to assist the market with
revenue and earnings expectations. Based on revised volume
assumptions, it is now expected that in FY22 MVM will
deliver approximately $80 million in revenue (excluding
intercompany revenue) and an EBITDA loss of approximately
$20 million for the 11 months post-completion. On an
annualised basis the EBITDA loss would be approximately
$4 million greater due to July being a seasonally low period.
Prior to any further investment in a blending and canning
facility and associated infrastructure, it is expected that
depreciation and amortisation during the transitional period
will be approximately $14 million, subject to finalisation of
acquisition accounting. MVM will be fully consolidated into
a2MCs accounts going forward on a 100% basis with the
non-controlling interest deducted from the Group’s net profit
after tax. The consolidation of MVM will affect the reported
gross margin of the Group. This includes the allocation of
direct overheads, including a portion of manufacturing
depreciation, to gross margin.
Marketing and capability investment
Based on the continuing strong brand fundamentals, the
Company is planning for a significant increase in brand
investment, content generation and activation in FY22
to drive awareness and trial in China and to compensate
for continued subdued daigou activity which has been
effective in the past in building the brand. Overall marketing
investment in FY22 is anticipated to return to approximately
FY20 levels which is expected to continue to drive improved
brand health metrics and future demand. Phasing of
marketing investment may be influenced by the growth
strategy review underway.
The Company will also continue to invest in capability building
in China and in corporate functions to support future growth.
It is also expecting a return of short-term and long-term
employee incentive programmes in order to retain and attract
talent. These investments will offset the reversal of FY21
one-off costs associated with the MVM acquisition and ERP
implementation. Accordingly, together with the addition of
FY22 operating costs for the MVM business, the Company
is anticipating an uplift in employee and administration costs
in FY22.
Key financials
The Company is expecting 1H22 revenue (including MVM)
to be marginally lower than 1H21 due mainly to lower English
label infant nutrition sales offset by the addition of MVM
revenue. 2H22 revenue (including MVM) is expected to be
significantly higher than 2H21 due mainly to actions taken
in 2H21 to rebalance channel inventory, increased marketing
investment and the inclusion of MVM revenue.
FY22 gross margin is expected to be broadly similar
to FY21 (excluding FY21 stock write-downs and before
consolidating the MVM business in FY22). This reflects the
annualisation benefit of FY21 infant nutrition price increases
and the product mix benefit from an overall growth in infant
nutrition volume. These benefits will be largely offset by
COGS headwinds related to increasing milk, ingredient and
packaging costs. The Company is also expecting continued
adverse infant nutrition mix in FY22 with China label growing
ahead of English label.
Given the uncertainty and potential volatility in infant
nutrition sales, particularly English label, it is difficult to
predict with any precision the wide range of potential
EBITDA outcomes in FY22 relative to FY21 excluding stock
write-downs.
Additionally, with the inclusion of MVM in FY22,
depreciation and amortisation for the Group is expected
to increase to approximately $20 million and, as the MVM
losses will not be taken as a deduction for tax purposes,
a higher effective tax rate, in the order of 37-39%,
is anticipated.
Overall, although a2MC believes the business will continue to
make significant progress on many fronts, FY22 is expected
to continue to be a challenging and volatile year. Due to
the actions taken in 4Q21 to address channel inventory and
improve product freshness, coupled with strong brand health,
the business is well-placed to adapt its strategy and execution
to drive growth in the longer term. However, recovery in
English label channels is expected to be slow and market
growth in China will be subdued for some time.
David Bortolussi
Managing Director and Chief Executive Officer
25 August 2021
APPROACH
TO SUSTAINABILITY
AHEAD
MOVING
The a2 Milk Company purpose is ‘to enrich lives by
harnessing the nutritional wonders of nature’ and it
is committed to high standards of responsible conduct,
social responsibility and environmental sustainability.
The Company’s drive to build a sustainable business
for the future, considers its social licence to operate
and recognises the needs and expectations of its
people, consumers, farmers, communities, customers,
suppliers, strategic partners and investors.
Solid progress was made towards building a
sustainable business for the future in FY21 and the
Company is excited about progress that can be
made in the coming year and beyond.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
19
20
SUSTAINABILITY
Capital smart approach
Our business model is built on deep and long-term strategic partnerships both
commercially and operationally. Our farms and processing partners are some of our
longest-standing relationships. Together we have built a very successful community of
businesses – big and small. This ecosystem underpins our ‘capital smart’ business model
and has given us the ability to grow rapidly, while also building a strong balance sheet
for continued growth.
HOW WE CREATE VALUE
Unique, premium brand and IP
Our trusted brand, our proprietary know-how and A2 protein expertise are our
most valuable assets. We are committed to maintaining and growing these assets
with ongoing investment. Through ongoing science and research and development
programmes, we are deepening our expertise and advancing global understanding
of the potential health benefits of a2 Milk™.
Responsible use of natural resources
Access to natural resources and a thriving agricultural sector is fundamental to our
business. We recognise that climate change and pressures on agricultural and food
systems present a systemic challenge for our world – and we are committed to finding
unique and high impact solutions across our value chain to help address these
challenges. Appropriately meeting this challenge will enable us to continue providing
premium a2 Milk™ based products to our consumers and long-term value to
our shareholders.
Passionate and thriving team
Through a purpose driven culture underpinned by our values, we aim to create an
environment that provides our people with opportunities to thrive. Our success is
the result of our diverse, skilled and engaged workforce, aligned and focused to
deliver on our purpose and strategy. We are committed to the wellbeing and safety
of our people and have established systems and processes to identify, control,
report, investigate and monitor health and safety risks across the business.
HUMAN
NATURAL
FINANCIAL
OUR PURPOSE
Enrich lives by harnessing
the nutritional wonders
of nature.
WHAT WE DO
Pure and natural a2 Milk
TM
,
infant, children and adult
nutritional products produced
from cows specially selected
to be A1 protein-free.
HOW WE DO IT
Our company stands for
a series of wonderful qualities,
from where we source our
milk, the extra special care we
take from cow to consumer,
and how we educate and
engage with our consumers.
BOLD PASSION
Driven to realise our amazing
potential as a company and
individuals.
PIONEERING SPIRIT
Unconventional open-minded
thinking that re-imagines the
possibilities; outcome driven.
HUMILITY
We're never done growing,
discovering; and we have a
willingness to continually
iterate and learn.
RESPECT
Seek to understand and
appreciate difference in
all its forms.
INTEGRITY
We do the right thing for our
consumers, partners, people...
and our cows.
There are six sources of
capital, embedded in our
value creation model.
The a2 Milk Company has an integrated approach to reporting through
the ‘Six Capitals’ framework, seeking to codify elements which will
contribute to the Company’s ability to create long term value.
1. Maximise sustainable growth
from existing products in
core markets
2. Broaden product portfolio
in core markets
3. Expand in other target markets
UNDERPINNED BY:
– Building sustainable brand
leadership
– Secure supply chain
– Right capabilities
– Right infrastructure and tools
BUSINESS ACTIVITIES
VALUES
INTELLECTUAL
50%
Female Board members
25%
1
Female Executive
Leadership Team
43%
Female Senior
Leadership Group
81%
of farms with a farm
environment plan in place
Extensions developed into
animal welfare programme
Committed to a number of
projects to reduce GHG
emissions in our supply
chain over time
INPUTSOUR BUSINESSOUTCOMESIMPACTS
$178m (14.8% revenue)
invested in marketing,
research & development and
intellectual property
Enriching community wellbeing
The a2 Milk Company supports communities in our key regions of New Zealand,
Australia, China and the US. With a focus on proactive wellness to nourish the lives
of children and families and help them to thrive.
SOCIAL
$2.3m
in cash and product
donations to help children
and families thrive
Innovative and ethical supply chain
Complementing our own fresh milk production capability, we work closely with our
suppliers to develop a reliable and responsible sourcing and manufacturing supply
chain over time. We believe this is critical to our long-term success.
MANUFACTURING
97.3%
of fully recyclable packaging
(+1.4p.points)
Submission of Modern
Slavery Statement
$1.21bn
revenue
10.3%
return on capital employed
$89.4m
operating cash flow
THE a
2 MILK COMPANY ANNUAL REPORT 2021
21
Capital smart approach
Our business model is built on deep and long-term strategic partnerships both
commercially and operationally. Our farms and processing partners are some of our
longest-standing relationships. Together we have built a very successful community of
businesses – big and small. This ecosystem underpins our ‘capital smart’ business model
and has given us the ability to grow rapidly, while also building a strong balance sheet
for continued growth.
HOW WE CREATE VALUE
Unique, premium brand and IP
Our trusted brand, our proprietary know-how and A2 protein expertise are our
most valuable assets. We are committed to maintaining and growing these assets
with ongoing investment. Through ongoing science and research and development
programmes, we are deepening our expertise and advancing global understanding
of the potential health benefits of a2 Milk™.
Responsible use of natural resources
Access to natural resources and a thriving agricultural sector is fundamental to our
business. We recognise that climate change and pressures on agricultural and food
systems present a systemic challenge for our world – and we are committed to finding
unique and high impact solutions across our value chain to help address these
challenges. Appropriately meeting this challenge will enable us to continue providing
premium a2 Milk™ based products to our consumers and long-term value to
our shareholders.
Passionate and thriving team
Through a purpose driven culture underpinned by our values, we aim to create an
environment that provides our people with opportunities to thrive. Our success is
the result of our diverse, skilled and engaged workforce, aligned and focused to
deliver on our purpose and strategy. We are committed to the wellbeing and safety
of our people and have established systems and processes to identify, control,
report, investigate and monitor health and safety risks across the business.
HUMAN
NATURAL
FINANCIAL
OUR PURPOSE
Enrich lives by harnessing
the nutritional wonders
of nature.
WHAT WE DO
Pure and natural a2 Milk
TM
,
infant, children and adult
nutritional products produced
from cows specially selected
to be A1 protein-free.
HOW WE DO IT
Our company stands for
a series of wonderful qualities,
from where we source our
milk, the extra special care we
take from cow to consumer,
and how we educate and
engage with our consumers.
BOLD PASSION
Driven to realise our amazing
potential as a company and
individuals.
PIONEERING SPIRIT
Unconventional open-minded
thinking that re-imagines the
possibilities; outcome driven.
HUMILITY
We're never done growing,
discovering; and we have a
willingness to continually
iterate and learn.
RESPECT
Seek to understand and
appreciate difference in
all its forms.
INTEGRITY
We do the right thing for our
consumers, partners, people...
and our cows.
There are six sources of
capital, embedded in our
value creation model.
The a2 Milk Company has an integrated approach to reporting through
the ‘Six Capitals’ framework, seeking to codify elements which will
contribute to the Company’s ability to create long term value.
1. Maximise sustainable growth
from existing products in
core markets
2. Broaden product portfolio
in core markets
3. Expand in other target markets
UNDERPINNED BY:
– Building sustainable brand
leadership
– Secure supply chain
– Right capabilities
– Right infrastructure and tools
BUSINESS ACTIVITIES
VALUES
INTELLECTUAL
50%
Female Board members
25%
1
Female Executive
Leadership Team
43%
Female Senior
Leadership Group
81%
of farms with a farm
environment plan in place
Extensions developed into
animal welfare programme
Committed to a number of
projects to reduce GHG
emissions in our supply
chain over time
INPUTSOUR BUSINESSOUTCOMESIMPACTS
$178m (14.8% revenue)
invested in marketing,
research & development and
intellectual property
Enriching community wellbeing
The a2 Milk Company supports communities in our key regions of New Zealand,
Australia, China and the US. With a focus on proactive wellness to nourish the lives
of children and families and help them to thrive.
SOCIAL
$2.3m
in cash and product
donations to help children
and families thrive
Innovative and ethical supply chain
Complementing our own fresh milk production capability, we work closely with our
suppliers to develop a reliable and responsible sourcing and manufacturing supply
chain over time. We believe this is critical to our long-term success.
MANUFACTURING
97.3%
of fully recyclable packaging
(+1.4p.points)
Submission of Modern
Slavery Statement
$1.21bn
revenue
10.3%
return on capital employed
$89.4m
operating cash flow
1 Since 30 June 2021, a number of ELT appointments have been announced. Adjusting for these appointments, there will be 12 members of the ELT comprising
9 males (75%) and 3 females (25%). David Bortolussi has been included in both the Director and ELT calculations.
22
SUSTAINABILITY
Investing in people and systems
The Company is committed to building capability and capacity
across the organisation. Key focus areas in FY21 to deliver this
objective have included training, updating and introducing
relevant policies and investing in a new enterprise resource
planning (ERP) system to build capability and support the team.
In FY21, the Company expanded the integrated people
experience programme, a2 For You™. Key activities
undertaken through the programme during the year included:
—Mental wellbeing: The expansion of the Company’s
Employee Assistance Programme to include a series of
webinars focused on mental health and wellbeing, including
providing resources and support during COVID-19.
—Financial wellbeing: Series of financial wellbeing
webinars and information sessions focused on
superannuation, banking and financial fitness.
—Physical health: A series of nutritional wellbeing
webinars with an accredited dietician.
—Growth and learning: The launch of a bespoke
virtual training course: Shaping my Leadership Journey
made available to the broader Senior Leadership Group
(i.e. the group of 47 leaders reporting to the Executive
Leadership Team).
OUR
PEOPLE
HUMAN
CAPITAL
During FY21, the Company invested in a new ERP system
which went live in April 2021. The purpose of this leading-
edge ERP system is to consistently manage key business
activities across the regions and house some of the
Company’s most important business data and intelligence.
It also enables the team to focus on value-add activities,
such as more sophisticated analysis, planning, forecasting
and budgeting.
Keeping people healthy and safe
The Company’s vision for the safety and wellbeing of its
people is that, wherever they are and whatever they are
doing, everyone is safe at work.
The Company is committed to the wellbeing and safety of the
team and have established systems and processes to identify,
control, report, investigate and monitor health and safety risks
across the business.
a2MC empowers all employees to speak up and show the
courage to stop the job, whenever it is not safe, so that
workplace health and safety is not compromised. This enables
and supports employees to take accountability for their safety,
health, wellbeing, and fitness for work.
By embedding safety, ethics, and compliance systems across
the supply chain, the Company aims to operate safely and
ethically, including with respect for human rights and in
compliance with all local requirements, including anti-bribery
and anti-corruption laws.
This includes:
—Preventing injury and illness at the Company’s workplaces
and during work activities
—Understanding and complying with Work Health and
Safety (WHS) legal and other requirements
—Eliminating hazards and reducing WHS risks associated
with operations
—Consulting with employees and external stakeholders to
identify and learn from emerging workplace health and
safety developments
—Continually improving workplace health and safety
management systems, processes and controls
The a2 Milk Company’s values – bold passion, pioneering spirit, humility,
integrity and respect – guide how the Company seeks to achieve its purpose
to ‘enrich lives by harnessing the nutritional wonders of nature’. The Company
is committed to investing in its people and systems, keeping its people healthy
and safe, and building a diverse culture of inclusion and connection.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
23
In FY20 the Company commenced the implementation of
a new global safety management system to support the
education, leadership and governance of WHS across all
sites and operations.
In FY21 the Company continued to focus on developing its
WHS management system and risk management principles
and to embed them into planning and decision making.
There has been an increased focus on incident, hazard, and
risk management across each of the workplaces.
The team at the Smeaton Grange processing facility is
committed to safe processes and a safe site, and the
excellent safety record that has been cultivated at the
facility is testament to this. As at 30 June 2021, the site
recorded over 500 consecutive days without a medically
treated incident.
The Company has undertaken an assessment of human
rights and other ethical risks in its supply chain to ensure
alignment with fundamental values of respect and integrity.
A modern slavery statement has also been developed and
published. This has formed the basis of an online training
programme which will be rolled out in FY22.
The Company continues to invest in people and systems to
build capability to meet its strict product quality and food
safety standards. It has also embedded monitoring and
compliance systems specific to the regulatory environments
in each market in which it operates.
Building a diverse culture of inclusion
and connection
Creating a positive workplace environment is vital to the
success of the business and the Company is focused on
creating a culture of inclusion and connection.
The Company’s Diversity Policy empowers and equips its
people leaders to foster a diverse and competent workplace.
The Company is particularly focused on enhancing gender
balance in the workforce, having set a target of a minimum
of 40% women and 40% men in leadership positions. At the
Board level, the Company has met this target with a 50%
split. The recent Executive Leadership Team appointments
have been more balanced, with the appointment of three
women. While this is behind target it is pleasing that at the
Senior Leadership Group level, female representation is at
43%. The Company acknowledges there is more to be done
in this area.
Gender is not the only form of diversity and many other
aspects including culture, heritage, ethnicity are vital to
driving diversity of experience and diversity of thought.
In FY22 the Company will focus on measuring and tracking
diversity beyond gender.
25%
1
Female Executive
Leadership leaders
50%
Female Board
members
43%
Female Senior
Leadership Group
Gender equality
1 Since 30 June 2021, a number of Executive Leadership Team
appointments have been announced. Adjusting for these
appointments, there will be 12 members of the Executive Leadership
Team comprising 9 males (75%) and 3 females (25%).
24
SUSTAINABILITY
Policy update
In FY21, the Company’s Diversity Policy was reviewed to
broaden its scope to incorporate inclusion. While the current
policy focuses on difference, the intent of the broader policy
is to foster an environment in which differences – whatever
they may be − are genuinely accepted and leveraged.
The updated policy will be implemented globally in FY22,
and accompanied with training to reinforce the importance
of understanding, accepting, and appreciating the value of
difference in all its forms.
Inclusion and connection
“Global Town Hall Meetings” are held in person and
virtually across all regions on a monthly basis and are an
important way to share information and connect across the
different offices. These “global” meetings are led by the
Chief Executive Officer and other members of the Executive
Leadership Team and provide a forum for other managers
and staff to present to the business. This initiative helps build
an environment of transparency and authenticity, where
information from across the business is shared and all team
members are encouraged to ask questions.
Training
Everyone has a right to a work environment free from
discrimination, harassment and bullying. In FY21, the
Company commenced “Positive Workplace Behaviours”
training with this to continue in FY22. The training is designed
to emphasise how all team members can individually focus on
respecting others and contributing to a positive workplace.
Executive Leadership Team appointments
and business reorganisation
In FY21, there were a number of changes to the Executive
Leadership Team (ELT). In February, David Bortolussi joined the
Company as Managing Director and Chief Executive Officer.
Eleanor Khor was promoted to the new role of Chief Strategy
Officer and Jaron McVicar’s role expanded to Chief Legal and
Sustainability Officer & Company Secretary.
In July the Company announced the reorganisation of its
Asia Pacific division. This restructure resulted in two of the
Company’s senior leaders, Xiao Li and Kevin Bush, being
promoted to be direct reports to the CEO and join the ELT,
demonstrating the depth of talent within the Company.
Yohan Senaratne joined the business in the role of Executive
General Manager – International.
In July, the Company also announced the appointment of
Edith Bailey as Chief Marketing Officer. Edith will join the
Company later in 2021 with Janelle Tong joining the ELT as
Chief Marketing Officer (Interim) until Edith commences.
Amanda Hart has been appointed Chief People & Culture
Officer and will commence in September.
Following the completion of the acquisition of 75% of
Mataura Valley Milk, Bernard May has also joined the ELT.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
25
“ Creating a positive workplace
environment is vital to the
success of the business and
the Company is focused on
creating a culture of inclusion
and connection.”
As at 30 June 2021NumberMale%Female%
Variance to LY
% females
Directors6350%350%10%
Executive Leadership Team
1
7686%114%(8%)
Senior Leadership Group472757%2043%7%
Managers885057%3843%(2%)
Remaining staff1886434%12466%10%
Total3351494 4%18656%2%
Age at 30 June 2021Number%Variance to LY
Under 303611%(1%)
30 to 5021564%(1%)
Over 508425%2%
Total335
Tenure as at 30 June 2021Number%Variance to LY
0 -2 Years17452%(17%)
2-5 Years10030%10%
5+ Years6118%7%
Total335
1 Since 30 June 2021, a number of ELT appointments have been announced. Adjusting for these
appointments, there will be 12 members of the ELT comprising 9 males (75%) and 3 females
(25%). David Bortolussi has been included in both the Director and ELT calculations.
* Developed by the United Nations, the Sustainable Development Goals (SDGs) or Global Goals
are a collection of 17 interlinked global goals designed to be a “blueprint to achieve a better
and more sustainable future for all”.
SDGs alignment
*
26
SUSTAINABILITY
Farmers play a vital role in the Company’s
supply chain, as stewards of the
environment and as vital contributors
to local communities. In addition, the
humane treatment of cows is of the
utmost importance.
The Company is committed to working with and
supporting farmers to enable them to work in harmony
with the environment and community.
Farm environmental plans
The a2 Milk Company has developed a global framework
for farm environmental plans.
The principles of the framework address the most material
aspects of environmental management in the dairy industry:
—Lowering GHG emissions
—Managing water quality and efficiency
—Managing soil quality
—Boosting on-farm biodiversity
—Improved nutrient (effluent) management
FARMS AND
ANIMAL WELFARE
FY21 progress
—Created and delivered guidelines and ambition
by region, including having regard to legislative
requirements
—Farm environmental plans reviewed by internal and
external stakeholders
—Reviewed and collaborated with Synlait on Synlait’s
Lead with Pride
TM
programme
—81% of farms supplying raw A1 protein free milk
had a farm environmental plan in place
Next steps
—Continue roll out of farm environmental plans leading
to a global approach to farm environmental plans
—Continue to evolve and refine farm environmental
plan template
—Review farm ambassador programme
—Establish updated farm environmental plan
programme with Mataura Valley Milk
Target
100%
of farms supplying raw A1 protein free milk to have a
farm environmental plan in place by the end of 2023
NATUR AL
CAPITAL
MANUFACTURING
CAPITAL
SOCIAL
CAPITAL
SDGs alignment
THE a
2 MILK COMPANY ANNUAL REPORT 2021
27
Animal welfare programme
Best practice standards for animal welfare on farms
are central to the responsible sourcing of raw A1
protein free milk.
The Company’s animal welfare programme meets
globally recognised standards set by the World
Organisation for Animal Health and upholds the
Five Freedoms framework for animal welfare.
a2MC’s approach to animal welfare is to drive
improvement, reduce risk and ensure farmers
are welfare centric. This is achieved through the
combination of increased audits, wider audit scope,
milk monitoring, on farm technology and training.
A number of extensions were developed into
the programme in FY21, supporting farmers to
establish systems for continuous improvement in
animal welfare. This approach aims to continue
identifying opportunities to further improve
programmes beyond the industry standard.
FY21 progress
—Created and delivered a2MC Standards for
farming partners in New Zealand
—Collaborated with Synlait to refine its “Lead with
Pride” animal welfare standards and audit tool
—Reviewed and amended current Australian
Standards to align the scaling of standards
—Embedded a corrective action process into
programmes for each region
—Identified and secured Professional Animal
Auditor Certification Organization (PAACO)
lead training for auditors
—Developed auditor and a2MC farm services team
training modules
—Launched milk monitoring programme pilot trial
with partner Synlait
—Developed a governance strategy for programme
and auditor review
Next steps
—Roll out auditor and a2MC farm services team
training modules
—Staged launch of upgraded animal welfare
programme and farmer training portal
—Implement robust audit scope and frequency
to increase visibility and reduce risk
—Undertake pilot technology trial on farm
to validate animal welfare auditing data
—Launch a2MC redefined Animal Welfare
programme with Mataura Valley Milk in FY22
Target
100%
of farms to be certified under an upgraded
programme by the end of 2023
SDGs alignment
28
SUSTAINABILITY
Understanding climate risks
and opportunities
Climate change is driving significant structural transformation
across the dairy sector.
The sector will need to take concerted action to manage the
risks and opportunities associated with a move towards a
lower carbon footprint. The risks include regulatory initiatives,
such as carbon pricing, and market risks, such as changes in
consumer preferences.
A major step in a2MC’s climate journey is developing
short, medium and long-term, climate-related targets.
The Company is committed to achieving net zero emissions
by 2050, and is focused on setting out an emissions
reduction pathway, including the metrics and targets to
measure progress.
In addition, the sector’s reliance on natural systems and
vulnerability to changes in temperature and rainfall will
also drive mounting physical risks across agriculture.
There will also be extraordinary opportunity for the sector
to realise increased productivity and efficiency through
new technologies and practices that lower emissions and
environmental impact throughout the supply chain.
As part of the ongoing management and integration of
climate risk, the Company undertook climate and broader
environmental, social and governance risk analysis as part
of the due diligence for the Mataura Valley Milk (MVM)
acquisition. The scope included physical, regulatory and
market risks, as well as mitigation strategies, and was an
important consideration in the overall evaluation of the MVM
opportunity. a2MC identified that it could contribute to a
meaningful improvement in MVM’s overall sustainability and
is committed to finding an alternative to the current coal
boiler utilised on the site.
In FY22, the Company will also update its climate scenario
analysis, reflecting the material changes to the business
model with the interdependencies of MVM. Building on
previous analysis, this will include a focus on second-order
structural impacts and risk inter-dependencies.
The Task Force on Climate-Related Financial Disclosures (TCFD)
framework continues to guide a2MC’s approach to climate
risk and opportunity analysis, measurement and disclosure.
The Company has made good progress in its commitment
to be fully TCFD aligned by the end of FY22. The Company
is well placed as legislative changes are introduced in New
Zealand, mandating climate-related financial disclosures in
the future.
a2MC’s targets will go beyond climate, encompassing key
aspects that underpin value creation across the six capitals, in
particular natural capital. While the Company had previously
expected to announce these in FY21, the acquisition of MVM
has meant that further detailed analysis is now required before
setting the targets which will have regard to the whole of the
Company’s business (including MVM). The Company is taking
a robust, data driven approach to setting ambitious and high
impact targets and expects to announce these in FY22.
CLIMATE
IMPACT
NATUR AL
CAPITAL
MANUFACTURING
CAPITAL
INTELLECTUAL
CAPITAL
GHG Emissions
1
(tCO
2
e)
FY21FY20
7
FY19
7
Total
356,587509,533420,600
Scope 1
2
250228206
Scope 2
3
1,7201,6131,507
Scope 3
4
354,617507,693418,887
Direct operations
5
(Scope 1, 2 and 3)
2,8623,8674,923
Third-party processing
and freight
76,140127,177103,863
On-farm
6
277,585378,489311,814
1 Greenhouse gas emissions, calculated as tonnes of carbon dioxide equivalent (tCO
2
e),
have been estimated using the approach recommended by The GHG Protocol. Emissions
and conversion factors were sourced from the National Greenhouse Accounts Factors
for Australia, the UK DEFRA GHG conversion factors and a range of other country-
specific sources. Where required, non-direct emissions sources have been estimated
using default and/or extrapolated emissions intensity rates to provide a more complete
picture of our Scope 1, 2 and 3 carbon footprint. Total emissions calculations exclude
packaging. We expect data quality to improve over time as we continue to work with
our partners.
2 Includes natural gas estimates and/or extrapolations for some information not yet
available.
3 Includes electricity estimates and/or extrapolations for some information not yet
available.
4 Due to the nature of Scope 3 emissions occurring outside of areas under our direct
control, this represents a conservative estimate of our Scope 3 emissions. Key emissions
sources include: on-farm emissions, energy consumed within third party processing
and warehouse facilities, fuel consumed in freight logistics and business travel, as well
as emissions associated with waste, recycling and water consumption. Where required,
estimations have been made where data was not able to be directly sourced or where
data was not yet released. This includes assumptions and extrapolations from available
data. Moving forward, we will endeavour to source as much actual data as possible to
improve data quality.
5 Includes our own fresh milk processing facility and corporate operations.
6 Calculated using actuals and industry estimations based on milk unit sales for all farms
in Australia, NZ, the US and the UK, excluding Synlait for which emissions are estimated
based on our proportion of total output.
7 GHG emissions have been restated to incorporate new available data from our partners.
Metric
FY21FY20FY19
Smeaton Grange
Total water usage (‘000 litres)
28,361
27,66224,744
Water efficiency (litres/litre of milk)
0.60.7
0.5
Waste water diverted to beneficial
land application (litres)
813,600
919,900516,500
Waste produced (tonnes)
28.0
28.925.6
Waste diversion
96.9%
97.1%95.4%
Energy consumption (kWh)
1.8m1.7m1.7m
THE a
2 MILK COMPANY ANNUAL REPORT 2021
29
GHG emissions reduction programme
In August 2020, the Company announced that it would pivot
from its approach of purchasing carbon credits to offset its
indirect greenhouse gas (GHG) emissions to establishing a
GHG emissions reduction programme within its supply chain.
For FY21, the financial contribution that would have funded
carbon credits offsets for indirect GHG emissions was
redeployed into environmental programmes that will directly
reduce GHG emissions over time.
Over 90% of GHG emissions (direct and indirect) from
a2MC’s supply chain are:
—On farm emissions (78%): methane emitted by cows in
particular
—Processing emissions (14%): fossil fuels used in
manufacturing process
A GHG emission reduction programme that addresses these
two aspects of a2MC’s supply chain was established in the
following broad groups:
—On-farm GHG reduction programme
• Methane inhibitor research projects
• Potential expanded farmer grant programmes
—Processing GHG reduction programme
• Future conversion of coal boilers
• Renewable energy investments
• Other processing opportunities
Methane is a challenging issue. While in FY21 and for
FY22 a2MC is progressing projects in methane reduction
from inhibitors such as asparagopsis, it may be that in the
future other scientific breakthroughs mean that alternative
solutions are adopted.
FY21 progress
—Progressed a research project to assess the
potential of asparagopsis in reducing methane
produced by A2/A2 cows
—Agreed to contribute to Synlait’s coal boiler
biomass conversion
—Committed to converting or replacing MVM’s
coal boiler in the future
—Installed solar panels at Smeaton Grange milk
processing plant and commenced an energy
audit of the site
Next steps
—Continue to progress the above components of
the GHG emissions reduction programme, with
a focus on methane inhibitors
—Detailed assessment of the GHG emissions
impact of Mataura Valley Milk in order to
measure and report in future years
—Develop more specific targets for GHG
emission reduction
Target
Net zero emissions by 2050
ON-FARMPROCESSINGDISTRIBUTION
AND OTHER
78%
TOTAL GHG EMISSIONS
277,500 t CO
2
-e
14%
TOTAL GHG EMISSIONS
~50,000 t CO
2
-e
8%
TOTAL GHG EMISSIONS
~30,000 t CO
2
-e
GHG footprint
SDGs alignment
30
SUSTAINABILITY
The Company is committed to high
standards of responsible conduct, social
responsibility and environmental
sustainability in all areas of the business.
Modern slavery
In 2018, Australia introduced the Modern Slavery Act 2018
(Cth, Australia). The purpose of this legislation it to outline
how businesses can take action and reduce the risk of
vulnerable workers in their operations and supply chains.
This Australian legislation requires certain companies based
or operating in Australia to prepare annual statements on
potential modern slavery risks in their operations and supply
chains, and the steps they have taken to address those risks.
In March 2021, a2MC submitted its first Modern Slavery
Statement in accordance with the Act. The Statement was
made on behalf of all the entities of the Group, which was
beyond the legislative requirement.
a2MC’s Statement addresses key modern slavery risks and
the Company’s actions in identifying and assessing these
risks. The key actions taken to mitigate these risks were
also outlined. A copy of the Statement is available on the
Company’s website at https://thea2milkcompany.com/
corporate-governance.
Responsible marketing
The a2 Milk Company’s approach to marketing infant
nutrition aligns to the core principle of supporting
breastfeeding as the primary form of infant nutrition. The
Company has developed a premium, high quality range of
infant nutrition products to provide parents an alternative
when breastfeeding is not an option.
Marketing of Infant nutritions (MAIF Agreement)
and Infant Nutrition Council
The Company is a signatory to the Marketing in Australia of
Infant nutrition: Manufacturers and Importers Agreement
(MAIF Agreement). a2MC is also a member of the Infant
Nutrition Council, which represents the major manufacturers
and marketers of infant nutrition in Australia and New
Zealand. All members abide by a Code of Conduct including
the MAIF Agreement and The Infant Nutrition Council Code
of Practice for the Marketing of Infant nutrition in New
Zealand (INC Code of Practice).
DOING BUSINESS
THE RIGHT WAY
FY21 progress
—Submitted Modern Slavery Statement reporting
on period from 1 July 2019 to 30 June 2020
—Updated due diligence process to address
modern slavery risks for new on-farm suppliers
—Reviewed indirect modern slavery risks in
operations and supply chain
—Implemented a general online training module
for all employees
—Conducted training for key employees in supply
chain, quality and regulatory compliance, and
people and culture teams
Next steps
—Undertake second-tier review of modern slavery
risks
—Review and analyse modern slavery risks in
relation to MVM
—Continue to review indirect modern slavery risks
in operations and supply chain
—Continue to update internal policies
—Consider expanding due diligence process for
higher risk new suppliers
—Publish The a2 Milk Company’s next Modern
Slavery Statement by 31 December 2021
SOCIAL
CAPITAL
SDGs alignment
MANUFACTURING
CAPITAL
31
THE a
2 MILK COMPANY ANNUAL REPORT 2021
Packaging is an increasingly important
issue for many stakeholders, including
consumers.
The Company has a vision for as much of its packaging
as possible to be reusable, recyclable or compostable.
Achieving this will require a region by region and product
by product approach over time. In FY21 there was a focus
on products sold in Australia.
Australia first introduced the ‘2025 National Packaging
Targets’ in 2018 and they were updated in 2020. The
targets require a complete and systemic change to the way
Australia creates, collects and recovers product packaging,
and are an important step on Australia’s journey towards a
circular economy for packaging.
The targets are overseen by the Australian Packaging
Covenant Organisation (APCO) and, in 2021, a2MC became
a signatory to the Covenant, strengthening the Company’s
long-term commitment to sustainable packaging.
Being a signatory to the Covenant, a2MC is required
to report on its progress on an annual basis as well as
publishing an action plan. This covers all Australian sales
which captures a significant proportion of the Company’s
product portfolio, not only the fresh milk products
produced in Australia.
Sustainable disposal of excess stock
During FY21, a2MC commenced a process to dispose of
excess stock. This process is ongoing. The Company sought
opportunities to make this excess stock available for human
consumption. Donations to those in need around the world
would have been the preferred solution as the stock is still
safe for human consumption. However the Company was
restricted in its ability to do this due to challenges in various
regions. To the extent possible in different regions, excess
stock is being made available for animal consumption or
disposed of in a manner which is as sustainable as possible.
The packaging will then be further segregated into its
recyclable components and recycled.
PACKAGING
FY21 progress
—Submission of APCO annual report (March 2021)
and action plan (May 2021) to advancing packaging
sustainability outcomes
—Conducted an extensive review on recycled content
alternatives available for the packaging materials
—Investigated closed-loop recycling programmes
Next steps
—Continue to investigate and look towards
innovative packaging design for sustainable
solutions
—Execute against the APCO action plan
—Operationalise sustainable packaging initiatives
within the business
—Target setting for products sold outside of Australia
Targets
Committed to Australia’s 2025 National Packaging
Target s
MANUFACTURING
CAPITAL
NATUR AL
CAPITAL
100%
reusable, recyclable or
compostable packaging
50%
of average recycled
content included in
packaging (revised from
30% in 2020)
70%
of plastic packaging being
recycled or composted
The phase out of
problematic and
unnecessary single-use
plastics packaging
SDGs alignment
Metric
FY21FY20FY19
% of fully recyclable packaging
97.3%
95.9%95.5%
32
SUSTAINABILITY
The Company recognises that it has a
responsibility to support and contribute
to the communities in which it operates.
a2MC strives to make a difference by
helping communities thrive, supporting
organisations who are helping to create
a brighter future for children and
families, as well as the Company’s
farming communities.
Programmes are well aligned to the Company’s purpose
and are focused on proactive wellness.
a2MC has developed a community support framework
to guide how to engage, invest, and give back to the
communities where it operates, act on relevant social
issues, and contribute to programmes that employees are
passionate about.
Support takes the form of funds and product donations to
help communities survive and thrive. As a business founded
in innovation, a2MC also believes that science plays an
essential role in enhancing the health and wellbeing of
communities over time.
FY21 support
The Company supported the following
organisations in FY21:
SUPPORTING
COMMUNITIES
SOCIAL
CAPITAL
INTELLECTUAL
CAPITAL
Community engagement and investment programme framework
SDGs alignment
Child and parent
wellbeing
Helping farming
communities be
their best
Give back to
those in need
1.2.3.
4.
Foster inclusion and diversity
—Proactive wellness for children
& families
—Research to investigate good
nutrition impact on health
outcomes
—Supporting a ‘connected’
community
—Mental wellbeing support
—Support physical health and
active lifestyle
—Product donations
—Disaster/incident support for
communities
New Zealand
—Cure Kids
—KidsCan
China
—International
Women’s Day
(as well as Australia
and New Zealand)
USA
—Feeding America
Australia
—Foodbank – financial
donation and product
donation
—Landcare farmer grant
programme
—The Song Room
—Norco Farms flooding
support
THE a
2 MILK COMPANY ANNUAL REPORT 2021
33
COMMUNITY SPOTLIGHT
SPOTLIGHT
Foodbank (Australia)
The a2 Milk Company has supported Foodbank with
fresh milk product donations in New South Wales
and Victoria since 2015, scaling up support in times of
heightened need.
In FY21 a2MC formalised the partnership, becoming
a Foodbank National Donor Partner. In FY21 a2MC
product donations totalled 240,219 kgs, which is the
equivalent of 432,830 meals distributed to people
in need.
In FY22 a2MC will be increasing its support with
Foodbank in a more proactive way, with sponsorship
of their School Breakfast Programme. This is a new
partnership and aims to assist indigenous school children
to have greater access to breakfast.
Foodbank Rumbling Tummies Report 2018 found that
1 in 5 Australian children experience food insecurity,
and that children’s concentration levels, engagement in
class activities and school performance improved as a
result of receiving food assistance. The a2MC team are
all very proud of the partnership with Foodbank and its
alignment with the Company’s values.
SPOTLIGHT
Cure Kids
Cure Kids is the largest funder of child health research
in New Zealand after the government.
The a2 Milk Company is proud to have supported
Cure Kids Professorial Chair, Andrew Day, over
the past two years to research digestive health for
children, with a special focus on coeliac disease and
irritable bowel disease.
In FY21, a2MC also made a significant donation to
Cure Kids’ Elliott-Caughey 50th Anniversary Fund.
The funding will contribute to a multifactorial research
consortium effort into the prevention, diagnosis and
treatment of Rheumatic Fever and Rheumatic Heart
Disease in NZ children.
This is a continuation of research support from a2MC
into children’s health and nutrition.
$200k
donated to Cure Kids
towards research
240,219kgs
of product donations to
people in need in FY21
Equivalent to
432,830
meals
Next steps
China
In FY22 in China, a2MC will be helping parents and children
to thrive. The Company will be supporting school children
with nutrition stations and product donations – ensuring
they have good nutrition to help drive better educational
outcomes in rural communities.
For families, a2MC will be working with nutritionists
to develop customised health care plans and donating
milk powder products. This will help provide education
and support to parents in rural communities and urban
impoverished communities.
United States
Aligned with helping children thrive, in early FY22, the
USA team is partnering with Feed the Children to send
children back to school with confidence. The Company is
donating 10% of every carton sold between 9 August and
2 September 2021 up to $100,000, to providing food and
supplies to school children, giving children what they need
to do and be their best.
34
SUSTAINABILITY
RISK
MANAGEMENT
Sources of risk (or risks associated with...)How we are responding
The ongoing impacts from the COVID-19 global
pandemic
COVID-19 has caused unprecedented social and economic
disruption globally. Until the pandemic is contained, the business
remains exposed to a number of ongoing risks, including:
–a weakened global economy – characterised by elevated levels
of unemployment and reduced disposable income – resulting
in disruptions to consumer buying patterns and/or softening
consumer demands in key markets;
–demographic impacts (including reduction in birth-rates) in key
markets resulting in reduced demand for a2MC’s infant nutrition
products;
–disruptions to sales channels – including the effect of ongoing travel
restrictions on reseller channels between Australia and China; and
–recurring waves of infection and/or emergence of more virulent
strains of COVID-19 through key markets of Australia, New Zealand,
China and the US, which could result in future disruptions to supply
chains, retail trading conditions, consumer buying patterns and
sales growth in these markets.
Notwithstanding the significant business disruption caused by COVID-19 to date, management remains focused on a number of key
initiatives to minimise the impact of COVID-19 on business performance, including:
–the adoption of robust infection control protocols in line with all relevant government requirements, particularly across our
manufacturing facilities;
–flexible working arrangements for staff combined with enhanced remote working technologies;
–continued close cooperation with Synlait Milk to maintain continuity of infant milk nutrition supply, and third-party suppliers in Australia
and the US to maintain continuity of liquid milk supply;
–enhanced inventory surveillance and reporting to maintain stock control through the supply chain; and
–continued strong investment in brand to grow share in core markets including an agile approach to the execution of sales and
marketing programmes, adjusting where appropriate to reflect shifts in consumer buying patterns and channel dynamics.
The sale of nutritional food products
a2MC supplies food products for human consumption, including
complex nutritional products for consumption by infants and
children. As a result, the Company is inherently exposed to potential
product quality, food safety and/or food integrity events (including
counterfeiting or tampering) that may cause injury to consumers,
disruption to business activities, and overall damage to the
Company’s brand and reputation.
The Company has a range of product quality and food safety systems, protocols and technologies in place to minimise risk in this area,
including:
–food safety and quality management systems;
–high-quality third-party manufacturing partners;
–positive release protocols (comprehensive testing of product quality and protein integrity prior to the release of finished product);
–testing of distributed products in selected markets;
–employment of product innovation and technology to improve product security e.g. tamper-evident lids;
–implementation of a new traceability system;
–product recall and crisis management systems; and
–consumer support systems.
Increasing competitive intensity
a2MC has experienced significant growth in recent years, driven
predominantly by the success of its liquid milk businesses in Australia
and the US, and its infant nutrition businesses in Australia and China.
As a result, the Company is inherently exposed to:
–increasing competitive intensity, which could lead to an erosion of
a2MC’s market share positions in core markets; and
–potential infringements of our intellectual property rights resulting
from third-party conduct or claims against such IP, which may lead
to protracted litigation and/or erosion of our brand assets.
The Company’s strategic growth priorities seek to ensure it remains competitive and continues to deliver long-term growth in existing
and new markets. The Company’s strategic growth priorities are aided by:
–significant and ongoing investment in brand building activities globally;
–new and unique product offerings in selected markets;
–continued investment in developing and further broadening the Company’s trademark and patent portfolio including building exclusivity
in trademarks in existing and future markets and expansion of the Company’s suite of patent families;
–monitoring of third-party IP applications and activity;
–monitoring infringement of the Company’s IP and taking action to protect it; and
–documenting and embedding proprietary know-how across systems and processes.
Doing business in international markets
Due to the Company’s expanding footprint, it is exposed to various
risks associated with conducting business in international markets
including in Australia, China and the US. As a result, the Company
is inherently exposed to:
–changing macro trends (including demographic, economic and
social trends), which can impact the size of addressable markets
and/or the complexity of operating within those markets;
–dynamic geopolitical and regulatory environments in which
government actions influence or restrict international trade in
products and/or channels to market. This can occur through the
use of tariffs, quotas, price controls, taxes and non-tariff barriers
such as product registrations, competition and consumer laws;
–product compliance events, including the risk of (i) a failure to
renew the SAMR product registration
1
for China label infant
nutrition beyond its expiry in September 2022 and (ii) costs
associated with ongoing product compliance;
–fluctuations in foreign currency exchange rates; and
–geographically dispersed management teams.
The Company’s efforts to effectively navigate the complexities of international markets are supported by:
–strong investment in brand to support share growth in the face of evolving macro trends;
–ongoing investment in strategic advisory services to strengthen the Company’s understanding of medium and long-term trends, and to
inform its strategic planning;
–strong understanding of local standards, regulations and guidelines combined with sophisticated expert monitoring of evolving
regulatory requirements in all markets in which we operate;
–close partnership with infant nutrition manufacturer, Synlait Milk, which holds:
–GACC
2
registration for its Dunsandel manufacturing facility, allowing canned infant nutrition to be exported to China; and
–SAMR product registration for the importation of the Company’s China label infant nutrition through to September 2022;
–strong strategic partnerships with Chinese state-owned entities, as detailed in ‘Reliance on strategic partnerships’ below;
–a multi-product, multi-channel route to market strategy for the sale of infant nutrition into China;
–a treasury management function responsible for oversight and monitoring of foreign currency exposures; and
–strong and experienced local management teams in core markets of Australia, China and the US with frequent engagement between
these teams and senior leadership.
Risk management is an essential part of
growing and developing a sustainable business.
Effective risk management anticipates risk and develops
strategies to manage potential risk events, helping to drive
informed and consistent decision making and effective and
efficient allocation of capital and resources. The Company’s risk
management programme assists it in identifying, assessing,
monitoring and managing business risk, and recognising
material changes to its risk profile.
The Risk Management Policy outlines the programme the
Company has implemented to deliver appropriate risk
management within its processes, systems and culture.
A copy of the Risk Management Policy is available at
https://thea2milkcompany.com/corporate-governance.
Responding to challenging trading
conditions during FY21
During the year, the COVID-19 global pandemic (COVID-19)
continued to drive unprecedented levels of uncertainty and
volatility, which significantly impacted markets in which the
Company trades and consequently the performance of both
a2MC and many of its competitors.
The Company’s infant nutrition category was materially impacted
by COVID-19, particularly in terms of disruption in the daigou/
reseller, ANZ retail and cross border e-commerce (CBEC)
channels, which had a negative impact on sales and ultimately
led to excess channel inventory. The Company’s understanding
of channel inventory was exacerbated by difficulties with
visibility, particularly over third-party inventory levels.
Following a Board-initiated comprehensive review of inventory
by management, aggressive action was taken to address the
particular challenges associated with channel inventory. This
has included a rebalancing of inventory levels by reducing sell-in
to the daigou/reseller, CBEC and China label channels, along
with actions to improve the dating of inventory held by
customers and distributors. These actions are proving to be
effective with early signs of price stabilisation in the CBEC
channel and some recovery in the daigou/reseller channel.
The Company has enhanced its inventory management systems
in response to the challenges experienced during FY21. The
Company is also exploring options to implement additional
systems and processes to improve channel inventory visibility
and demand and supply planning.
Identifying and responding to risk
The Company’s risk assessment programme begins with the
identification of key sources of risk relevant to its business
activities. This approach facilitates a comprehensive assessment
of potential risk events and allows appropriate management
strategies to be subsequently employed to deliver appropriate
risk management within the Company’s systems and culture.
The following table identifies significant sources of risk for the
business, including key economic, environmental and social risks
with the potential to materially impact the Company’s ability to
achieve its objectives. It also summarises how the Company is
responding to those risks.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
35
Sources of risk (or risks associated with...)How we are responding
The ongoing impacts from the COVID-19 global
pandemic
COVID-19 has caused unprecedented social and economic
disruption globally. Until the pandemic is contained, the business
remains exposed to a number of ongoing risks, including:
–a weakened global economy – characterised by elevated levels
of unemployment and reduced disposable income – resulting
in disruptions to consumer buying patterns and/or softening
consumer demands in key markets;
–demographic impacts (including reduction in birth-rates) in key
markets resulting in reduced demand for a2MC’s infant nutrition
products;
–disruptions to sales channels – including the effect of ongoing travel
restrictions on reseller channels between Australia and China; and
–recurring waves of infection and/or emergence of more virulent
strains of COVID-19 through key markets of Australia, New Zealand,
China and the US, which could result in future disruptions to supply
chains, retail trading conditions, consumer buying patterns and
sales growth in these markets.
Notwithstanding the significant business disruption caused by COVID-19 to date, management remains focused on a number of key
initiatives to minimise the impact of COVID-19 on business performance, including:
–the adoption of robust infection control protocols in line with all relevant government requirements, particularly across our
manufacturing facilities;
–flexible working arrangements for staff combined with enhanced remote working technologies;
–continued close cooperation with Synlait Milk to maintain continuity of infant milk nutrition supply, and third-party suppliers in Australia
and the US to maintain continuity of liquid milk supply;
–enhanced inventory surveillance and reporting to maintain stock control through the supply chain; and
–continued strong investment in brand to grow share in core markets including an agile approach to the execution of sales and
marketing programmes, adjusting where appropriate to reflect shifts in consumer buying patterns and channel dynamics.
The sale of nutritional food products
a2MC supplies food products for human consumption, including
complex nutritional products for consumption by infants and
children. As a result, the Company is inherently exposed to potential
product quality, food safety and/or food integrity events (including
counterfeiting or tampering) that may cause injury to consumers,
disruption to business activities, and overall damage to the
Company’s brand and reputation.
The Company has a range of product quality and food safety systems, protocols and technologies in place to minimise risk in this area,
including:
–food safety and quality management systems;
–high-quality third-party manufacturing partners;
–positive release protocols (comprehensive testing of product quality and protein integrity prior to the release of finished product);
–testing of distributed products in selected markets;
–employment of product innovation and technology to improve product security e.g. tamper-evident lids;
–implementation of a new traceability system;
–product recall and crisis management systems; and
–consumer support systems.
Increasing competitive intensity
a2MC has experienced significant growth in recent years, driven
predominantly by the success of its liquid milk businesses in Australia
and the US, and its infant nutrition businesses in Australia and China.
As a result, the Company is inherently exposed to:
–increasing competitive intensity, which could lead to an erosion of
a2MC’s market share positions in core markets; and
–potential infringements of our intellectual property rights resulting
from third-party conduct or claims against such IP, which may lead
to protracted litigation and/or erosion of our brand assets.
The Company’s strategic growth priorities seek to ensure it remains competitive and continues to deliver long-term growth in existing
and new markets. The Company’s strategic growth priorities are aided by:
–significant and ongoing investment in brand building activities globally;
–new and unique product offerings in selected markets;
–continued investment in developing and further broadening the Company’s trademark and patent portfolio including building exclusivity
in trademarks in existing and future markets and expansion of the Company’s suite of patent families;
–monitoring of third-party IP applications and activity;
–monitoring infringement of the Company’s IP and taking action to protect it; and
–documenting and embedding proprietary know-how across systems and processes.
Doing business in international markets
Due to the Company’s expanding footprint, it is exposed to various
risks associated with conducting business in international markets
including in Australia, China and the US. As a result, the Company
is inherently exposed to:
–changing macro trends (including demographic, economic and
social trends), which can impact the size of addressable markets
and/or the complexity of operating within those markets;
–dynamic geopolitical and regulatory environments in which
government actions influence or restrict international trade in
products and/or channels to market. This can occur through the
use of tariffs, quotas, price controls, taxes and non-tariff barriers
such as product registrations, competition and consumer laws;
–product compliance events, including the risk of (i) a failure to
renew the SAMR product registration
1
for China label infant
nutrition beyond its expiry in September 2022 and (ii) costs
associated with ongoing product compliance;
–fluctuations in foreign currency exchange rates; and
–geographically dispersed management teams.
The Company’s efforts to effectively navigate the complexities of international markets are supported by:
–strong investment in brand to support share growth in the face of evolving macro trends;
–ongoing investment in strategic advisory services to strengthen the Company’s understanding of medium and long-term trends, and to
inform its strategic planning;
–strong understanding of local standards, regulations and guidelines combined with sophisticated expert monitoring of evolving
regulatory requirements in all markets in which we operate;
–close partnership with infant nutrition manufacturer, Synlait Milk, which holds:
–GACC
2
registration for its Dunsandel manufacturing facility, allowing canned infant nutrition to be exported to China; and
–SAMR product registration for the importation of the Company’s China label infant nutrition through to September 2022;
–strong strategic partnerships with Chinese state-owned entities, as detailed in ‘Reliance on strategic partnerships’ below;
–a multi-product, multi-channel route to market strategy for the sale of infant nutrition into China;
–a treasury management function responsible for oversight and monitoring of foreign currency exposures; and
–strong and experienced local management teams in core markets of Australia, China and the US with frequent engagement between
these teams and senior leadership.
1 Registration achieved by Synlait Milk and given by China’s State Administration of Market Regulation (SAMR) in September 2017 for the Company’s China
label infant nutrition. SAMR requires registration to be held in the name of the manufacturer as opposed to the brand owner.
2 General Administration of Customs of the People’s Republic of China.
36
SUSTAINABILITY
Sources of risk (or risks associated with...)How we are responding
Reliance on strategic partnerships
The Company’s success has been underpinned by key relationships with strategic partners, including key supply and distribution
partners. As a result, the business is inherently exposed to the operations of key partners changing in a material and adverse way, or
as the result of one or more partners reducing their support for a2MC. This could impact the Company’s ability to maintain supply to
its customers and maintain its position in existing markets or enter new markets.
Potential exposures are mitigated through the proactive management of partner relationships centred on shared long-term value
creation, which includes:
–a focus on developing strong, ethical, long-term commercial relationships with multiple supply chain partners in different geographic
locations;
–due diligence on supply chain partners before entering into commercial agreements;
–long-term partnership with dairy nutritionals manufacturer, Synlait Milk, governed by a formal manufacturing agreement, and
complemented by the Company’s equity interest in Synlait Milk;
–a strategic relationship with Fonterra Co-operative Group Limited, providing alternative supply opportunities;
–a strong partnership with China State Farm Holding Shanghai Co., Ltd (CSF), a2MC’s exclusive import agent for its China label products;
–a controlling 75% interest in Mataura Valley Milk (MVM) (from 30 July 2021) to support the growth of the Company’s nutritionals
business, provide supplier and geographic diversification, and strengthen its relationship with key partners in China (including China
Animal Husbandry Group);
–contracts providing access to milk pools that exceed the Company’s current usage requirements; and
–multiple milk processors contracted in Australia and the US, mitigating reliance on a single processor in these regions.
Climate change and reliance on natural resources
As a business that is heavily dependent on agricultural inputs, a2MC is exposed to short, medium and long-term climate and
environmental risks. These include both supply and demand side risks including:
–physical risks resulting from acute and chronic changes in climate. The productivity of a2MC’s agricultural base could be impacted by
changes in temperature and rainfall resulting from climate change, generating potential supply chain disruptions or greater volatility
in input costs;
–transition risks resulting from regulatory or market pressures associated with on-farm emissions. On-farm emissions account for 78%
of a2MC’s GHG emissions footprint. These emissions could be exposed to carbon pricing, generating increased input costs or shifts
in consumer preferences due to growing environmental concerns; and
–other environmental risks such as deforestation, animal disease outbreak, biodiversity impacts, soil and air quality impacts, water use
and animal welfare. The growth of conscious consumerism and increasing expectations around the environmental responsibility of
consumer products means that exposure to these risks could negatively affect the Company’s brand reputation. This is particularly
significant as demands for transparency around these issues increase and supply chains come under greater scrutiny.
The Company is responding to growing demands for transparency by integrating the recommendations of the Task Force on Climate-
related Financial Disclosures (TCFD) into its strategic planning and risk management processes, with the intention of adopting the full
TCFD disclosure by the end of FY22. More information regarding climate impact on page 28.
The Company is managing its exposure to climate and environmental risks by:
–assessing baselines and short, medium and long-term targets
3
across GHG emissions, energy and water consumption, waste-to-landfill
and product packaging within the Company’s direct operations and supply chain;
–building long-term supply arrangements with partners, promoting positive environmental and social sustainability activities and
initiatives and targeting the implementation of environmental plans on all supplying farms by the end of 2023;
–sourcing milk from diversified milk pools within New Zealand, Australia and the US and incorporating climate impacts into future
sourcing strategies;
–sourcing milk from farms in close proximity to the Company’s processing facilities wherever practicable, reducing the need to transport
milk over long distances from other areas;
–implementing a best practice globally certified animal welfare standard across a2MC’s operations, aligned to the Five Freedoms
Framework and Animal Welfare Aims; and
–investing directly in emissions reduction initiatives to help mitigate climate change.
Reliance on talent and culture
The Company relies on the talent of its people and the effectiveness of its culture for success. Therefore, keeping its people safe and
engaged is a top priority. The competitive nature of the employment market also contributes to risks associated with managing the
Company’s talent and culture:
–actual or potential harm to all team members and other persons at the workplace (including from non-compliance with applicable
laws and regulations). In addition to any harm itself, this could also result in financial penalties, drop in team morale and productivity,
increased insurance costs and damage to the Company’s reputation;
–loss of key management personnel, in addition to the potential loss of their teams, could also have a material effect on the
Company’s operating and financial performance;
–resource constraints resulting from business demands out-pacing talent acquisition; and
–building organisational capability through the recruitment of external hires carries with it the potential for transition risk.
The Company is committed to the safety of its people and has established systems and processes, based on its understanding of global
practices, to identify, control, report, investigate and monitor health (including mental wellbeing) and safety risks across the business.
Believing that well-managed, engaged and effective teams create long-term business success, the Company’s efforts are aided by:
–a rigorous recruitment and selection process, followed by thorough induction and onboarding;
–an effective employee retention strategy combining both short and long-term financial incentives with career development
opportunities to motivate and engage key personnel;
–a series of bespoke wellbeing webinars designed to provide employees with practical strategies to navigate challenges and build
resilience, including through extended periods of working from home;
–strong core values – bold passion, pioneering spirit, humility, respect and integrity – which assist both the Company and employees in
achieving their goals;
–increasing the depth and capability of the management pool to support future growth;
–succession planning to ensure continuity of knowledge, skills and experience; and
–alignment of remuneration with a2MC’s values, objectives and risk tolerances.
Rapid change in information technology (IT)
The rapid change in IT provides both opportunities and risks. Incidents of cyber-attack and the release of data have become an
increasing threat for all companies. The cyber security and data environment is continuously evolving and, as a result, we are
inherently exposed to inadequate IT security leading to a compromise of the Company’s IT systems and potential data theft, data loss
or corruption. Such a compromise could result in economic or reputational loss.
The Company remains focused on further strengthening its governance, processes and technology controls to protect the integrity and
privacy of data and maintain compliance with regulatory requirements.
The recent implementation of new enterprise resource planning (ERP) software will improve the overall IT architecture and reduce the
number of applications in use across the business, allowing the protection protocols in place to be streamlined.
The Company continues to build its cyber resourcing capability and improve its cyber security systems and protections, including
restricting access to sensitive data, conducting regionally-specific cyber security audits, implementing more sophisticated cyber
tracking and monitoring tools and maintaining cyber security insurance.
a2MC has also identified the need to complete third-party cyber risk reviews and is currently agreeing scope and timing with identified
parties.
RISK
MANAGEMENT
THE a
2 MILK COMPANY ANNUAL REPORT 2021
37
Sources of risk (or risks associated with...)How we are responding
Reliance on strategic partnerships
The Company’s success has been underpinned by key relationships with strategic partners, including key supply and distribution
partners. As a result, the business is inherently exposed to the operations of key partners changing in a material and adverse way, or
as the result of one or more partners reducing their support for a2MC. This could impact the Company’s ability to maintain supply to
its customers and maintain its position in existing markets or enter new markets.
Potential exposures are mitigated through the proactive management of partner relationships centred on shared long-term value
creation, which includes:
–a focus on developing strong, ethical, long-term commercial relationships with multiple supply chain partners in different geographic
locations;
–due diligence on supply chain partners before entering into commercial agreements;
–long-term partnership with dairy nutritionals manufacturer, Synlait Milk, governed by a formal manufacturing agreement, and
complemented by the Company’s equity interest in Synlait Milk;
–a strategic relationship with Fonterra Co-operative Group Limited, providing alternative supply opportunities;
–a strong partnership with China State Farm Holding Shanghai Co., Ltd (CSF), a2MC’s exclusive import agent for its China label products;
–a controlling 75% interest in Mataura Valley Milk (MVM) (from 30 July 2021) to support the growth of the Company’s nutritionals
business, provide supplier and geographic diversification, and strengthen its relationship with key partners in China (including China
Animal Husbandry Group);
–contracts providing access to milk pools that exceed the Company’s current usage requirements; and
–multiple milk processors contracted in Australia and the US, mitigating reliance on a single processor in these regions.
Climate change and reliance on natural resources
As a business that is heavily dependent on agricultural inputs, a2MC is exposed to short, medium and long-term climate and
environmental risks. These include both supply and demand side risks including:
–physical risks resulting from acute and chronic changes in climate. The productivity of a2MC’s agricultural base could be impacted by
changes in temperature and rainfall resulting from climate change, generating potential supply chain disruptions or greater volatility
in input costs;
–transition risks resulting from regulatory or market pressures associated with on-farm emissions. On-farm emissions account for 78%
of a2MC’s GHG emissions footprint. These emissions could be exposed to carbon pricing, generating increased input costs or shifts
in consumer preferences due to growing environmental concerns; and
–other environmental risks such as deforestation, animal disease outbreak, biodiversity impacts, soil and air quality impacts, water use
and animal welfare. The growth of conscious consumerism and increasing expectations around the environmental responsibility of
consumer products means that exposure to these risks could negatively affect the Company’s brand reputation. This is particularly
significant as demands for transparency around these issues increase and supply chains come under greater scrutiny.
The Company is responding to growing demands for transparency by integrating the recommendations of the Task Force on Climate-
related Financial Disclosures (TCFD) into its strategic planning and risk management processes, with the intention of adopting the full
TCFD disclosure by the end of FY22. More information regarding climate impact on page 28.
The Company is managing its exposure to climate and environmental risks by:
–assessing baselines and short, medium and long-term targets
3
across GHG emissions, energy and water consumption, waste-to-landfill
and product packaging within the Company’s direct operations and supply chain;
–building long-term supply arrangements with partners, promoting positive environmental and social sustainability activities and
initiatives and targeting the implementation of environmental plans on all supplying farms by the end of 2023;
–sourcing milk from diversified milk pools within New Zealand, Australia and the US and incorporating climate impacts into future
sourcing strategies;
–sourcing milk from farms in close proximity to the Company’s processing facilities wherever practicable, reducing the need to transport
milk over long distances from other areas;
–implementing a best practice globally certified animal welfare standard across a2MC’s operations, aligned to the Five Freedoms
Framework and Animal Welfare Aims; and
–investing directly in emissions reduction initiatives to help mitigate climate change.
Reliance on talent and culture
The Company relies on the talent of its people and the effectiveness of its culture for success. Therefore, keeping its people safe and
engaged is a top priority. The competitive nature of the employment market also contributes to risks associated with managing the
Company’s talent and culture:
–actual or potential harm to all team members and other persons at the workplace (including from non-compliance with applicable
laws and regulations). In addition to any harm itself, this could also result in financial penalties, drop in team morale and productivity,
increased insurance costs and damage to the Company’s reputation;
–loss of key management personnel, in addition to the potential loss of their teams, could also have a material effect on the
Company’s operating and financial performance;
–resource constraints resulting from business demands out-pacing talent acquisition; and
–building organisational capability through the recruitment of external hires carries with it the potential for transition risk.
The Company is committed to the safety of its people and has established systems and processes, based on its understanding of global
practices, to identify, control, report, investigate and monitor health (including mental wellbeing) and safety risks across the business.
Believing that well-managed, engaged and effective teams create long-term business success, the Company’s efforts are aided by:
–a rigorous recruitment and selection process, followed by thorough induction and onboarding;
–an effective employee retention strategy combining both short and long-term financial incentives with career development
opportunities to motivate and engage key personnel;
–a series of bespoke wellbeing webinars designed to provide employees with practical strategies to navigate challenges and build
resilience, including through extended periods of working from home;
–strong core values – bold passion, pioneering spirit, humility, respect and integrity – which assist both the Company and employees in
achieving their goals;
–increasing the depth and capability of the management pool to support future growth;
–succession planning to ensure continuity of knowledge, skills and experience; and
–alignment of remuneration with a2MC’s values, objectives and risk tolerances.
Rapid change in information technology (IT)
The rapid change in IT provides both opportunities and risks. Incidents of cyber-attack and the release of data have become an
increasing threat for all companies. The cyber security and data environment is continuously evolving and, as a result, we are
inherently exposed to inadequate IT security leading to a compromise of the Company’s IT systems and potential data theft, data loss
or corruption. Such a compromise could result in economic or reputational loss.
The Company remains focused on further strengthening its governance, processes and technology controls to protect the integrity and
privacy of data and maintain compliance with regulatory requirements.
The recent implementation of new enterprise resource planning (ERP) software will improve the overall IT architecture and reduce the
number of applications in use across the business, allowing the protection protocols in place to be streamlined.
The Company continues to build its cyber resourcing capability and improve its cyber security systems and protections, including
restricting access to sensitive data, conducting regionally-specific cyber security audits, implementing more sophisticated cyber
tracking and monitoring tools and maintaining cyber security insurance.
a2MC has also identified the need to complete third-party cyber risk reviews and is currently agreeing scope and timing with identified
parties.
3 The Company is currently in the process of determining targets to manage climate-related risks and opportunities, in line with the
recommendations of the TCFD framework.
GOVER NANCE
CORPORATE
38
GOVER NANCE
CONTENTS
Directors 40
Executive Leadership Team 42
Governance 44
Remuneration 48
THE a
2 MILK COMPANY ANNUAL REPORT 2021
39
DIRECTORS
David Hearn
Chair and
Non-Executive Director
Master of Arts
Julia Hoare
Deputy Chair and Independent,
Non-Executive Director
Bachelor of Commerce, FCA,
Chartered Member of the Institute
of Directors (NZ)
David Bortolussi
Managing Director and CEO
Bachelor of Commerce
(University of Melbourne), FCA, F FIN,
Member of the Australian Institute of
Company Directors (MAICD)
Warwick Every-Burns
Independent,
Non-Executive Director
Advanced Management Program
(Harvard)
Pip Greenwood
Independent,
Non-Executive Director
Bachelor of Laws
(LL.B.), University of Canterbury (NZ)
Bessie Lee
Independent,
Non-Executive Director
Master of Science (Illinois State
University)
Director since February 2014Director since November 2013Director since February 2021Director since August 2016Director since July 2019Director since February 2021
David has been a director of the Company
since 5 February 2014, and Chair since 30
March 2015. He is also a member of the
Nomination Committee.
David has deep experience and skills
in executive management, sales and
marketing and strategy development in
fast moving consumer goods (FMCG) in
international markets. He has held senior
executive roles including Chief Executive
Officer or Managing Director roles for
FMCG companies including Goodman
Fielder Limited, UB Snack Foods Europe/
Asia, Pepsico foods Europe, Del Monte
UK, Smith’s Crisps and for the marketing
services group, Cordiant Communications
Group.
In addition to his Company directorship,
David is also Chairman of SafeStore
Holdings plc (a UK FTSE listed company)
and Lovat Partners Limited.
David resides in the United Kingdom.
Julia has been a director of the Company
since 19 November 2013, and Deputy
Chair since 30 March 2015. She is also
Chair of the Audit and Risk Management
Committee and a member of the
Nomination Committee.
Prior to joining the Board, Julia had
extensive chartered accounting experience
in Australia, the UK and New Zealand and
was a partner with PwC NZ for 20 years.
She was a member of the New Zealand
External Reporting Advisory Panel from
2013 to 2021, a body designed to
support the standard setting process
of the New Zealand External Reporting
Board. She was also a member of The
New Zealand Sustainable Finance Forum
Leadership Group which released the
Roadmap for Action Final Report in
November 2020, the aim of which is to
identify genuine, practical ways to ensure
the financial system is supporting and not
hindering the economic transition required
for New Zealand to meet its international
commitments under the Paris Agreement
Sustainable Development Goals.
In addition to her Company directorship,
Julia is a director of Port of Tauranga
Limited, Auckland International Airport
Limited and Meridian Energy Limited. She
is also the President of the New Zealand
Institute of Directors.
Julia resides in New Zealand.
David joined the Company in February
2021 from his most recent role as Group
President – International Innerwear,
HanesBrands. He joined Pacific Brands
in 2009 initially as Chief Financial &
Operating Officer taking over as CEO of
the public company in 2014. In 2016,
HanesBrands acquired Pacific Brands and
expanded David’s role to cover Australasia
and subsequently its international
innerwear operations outside of the
Americas.
Prior to this, David spent five years at
Foster’s Group, where he held the role
of Chief Strategy Officer responsible
for corporate strategy, M&A, business
development and performance
improvement. Prior to Foster’s Group,
David held senior consulting roles at
McKinsey & Company and PwC. David’s
career has largely been focused on the
consumer and retail sector in Australia
and New Zealand complemented by
significant international experience in
various markets and categories in China,
SE Asia, the EU and the US.
David resides in Australia.
Warwick has been a director of the
Company since 23 August 2016.
He is also Chair of the People and
Remuneration Committee and a member
of the Audit and Risk Management
Committee.
Warwick has been a career Consumer
Packaged Goods (CPG) executive of global
scale. His executive roles have included
a career with The Clorox Company
of the USA as Senior Vice President,
International, based in the USA and
prior to that as VP Asia Pacific. His earlier
roles included Managing Director of
NationalPak Limited (the Glad Products
Company ultimately acquired by Clorox)
and a long career with Unilever plc where
he was based in Australia. Warwick is
a Non-Executive Director of one of the
leading international wine companies, the
ASX listed Treasury Wine Estates Limited.
Warwick resides in Australia.
Pip has been a director of the Company
since 1 July 2019. She is also Chair of the
Nomination Committee and a member of
the People and Remuneration Committee.
Currently Pip is also a director on the
boards of Westpac New Zealand, Spark
New Zealand, Fisher & Paykel Healthcare
and Vulcan Steel. She was previously
a senior partner at law firm Russell
McVeagh, where she spent over 10 years
on the firm’s board including acting as the
firm’s board Chair and interim CEO.
Pip brings extensive commercial and board
experience to The a2 Milk Company
Board. A leader in the field of corporate
law and in the New Zealand business
community, she is the recipient of
numerous industry awards including being
named New Zealand “Dealmaker of the
Year” at the Australasian Law Awards
2018, an accolade she has won five
times; and she has twice been recognised
as a finalist at the Women of Influence
Awards.
Pip resides in New Zealand.
Bessie Lee has been a director of the
Company since 26 February 2021 and sits
on both the Audit and Risk Management
Committee and the People and
Remuneration Committee.
Bessie is a highly regarded company
director and an expert, especially in
digital marketing and innovative data
management in China, with a diversity of
experience. She is a director on the boards
of Electrocomponents and Abcam. She
was also previously a director at Ecovacs
Robotics.
Bessie founded Withinlink Limited in 2015
where she continues to focus on investing
and incubating marketing technology
start-ups in China, several of which have
listed in the past few years.
Bessie was previously the CEO of WPP
China, the world’s leading marketing
communications group, focusing on
mergers and acquisitions, senior client
relations and government relations. Bessie
is the recipient of numerous industry
awards, including being named The Most
Innovative Person in Business in 2019 by
the International Entrepreneurs, Creatives
and Innovators Association (IECIA).
Bessie resides in China.
CORPORATE GOVERNANCE
40
David Hearn
Chair and
Non-Executive Director
Master of Arts
Julia Hoare
Deputy Chair and Independent,
Non-Executive Director
Bachelor of Commerce, FCA,
Chartered Member of the Institute
of Directors (NZ)
David Bortolussi
Managing Director and CEO
Bachelor of Commerce
(University of Melbourne), FCA, F FIN,
Member of the Australian Institute of
Company Directors (MAICD)
Warwick Every-Burns
Independent,
Non-Executive Director
Advanced Management Program
(Harvard)
Pip Greenwood
Independent,
Non-Executive Director
Bachelor of Laws
(LL.B.), University of Canterbury (NZ)
Bessie Lee
Independent,
Non-Executive Director
Master of Science (Illinois State
University)
Director since February 2014Director since November 2013Director since February 2021Director since August 2016Director since July 2019Director since February 2021
David has been a director of the Company
since 5 February 2014, and Chair since 30
March 2015. He is also a member of the
Nomination Committee.
David has deep experience and skills
in executive management, sales and
marketing and strategy development in
fast moving consumer goods (FMCG) in
international markets. He has held senior
executive roles including Chief Executive
Officer or Managing Director roles for
FMCG companies including Goodman
Fielder Limited, UB Snack Foods Europe/
Asia, Pepsico foods Europe, Del Monte
UK, Smith’s Crisps and for the marketing
services group, Cordiant Communications
Group.
In addition to his Company directorship,
David is also Chairman of SafeStore
Holdings plc (a UK FTSE listed company)
and Lovat Partners Limited.
David resides in the United Kingdom.
Julia has been a director of the Company
since 19 November 2013, and Deputy
Chair since 30 March 2015. She is also
Chair of the Audit and Risk Management
Committee and a member of the
Nomination Committee.
Prior to joining the Board, Julia had
extensive chartered accounting experience
in Australia, the UK and New Zealand and
was a partner with PwC NZ for 20 years.
She was a member of the New Zealand
External Reporting Advisory Panel from
2013 to 2021, a body designed to
support the standard setting process
of the New Zealand External Reporting
Board. She was also a member of The
New Zealand Sustainable Finance Forum
Leadership Group which released the
Roadmap for Action Final Report in
November 2020, the aim of which is to
identify genuine, practical ways to ensure
the financial system is supporting and not
hindering the economic transition required
for New Zealand to meet its international
commitments under the Paris Agreement
Sustainable Development Goals.
In addition to her Company directorship,
Julia is a director of Port of Tauranga
Limited, Auckland International Airport
Limited and Meridian Energy Limited. She
is also the President of the New Zealand
Institute of Directors.
Julia resides in New Zealand.
David joined the Company in February
2021 from his most recent role as Group
President – International Innerwear,
HanesBrands. He joined Pacific Brands
in 2009 initially as Chief Financial &
Operating Officer taking over as CEO of
the public company in 2014. In 2016,
HanesBrands acquired Pacific Brands and
expanded David’s role to cover Australasia
and subsequently its international
innerwear operations outside of the
Americas.
Prior to this, David spent five years at
Foster’s Group, where he held the role
of Chief Strategy Officer responsible
for corporate strategy, M&A, business
development and performance
improvement. Prior to Foster’s Group,
David held senior consulting roles at
McKinsey & Company and PwC. David’s
career has largely been focused on the
consumer and retail sector in Australia
and New Zealand complemented by
significant international experience in
various markets and categories in China,
SE Asia, the EU and the US.
David resides in Australia.
Warwick has been a director of the
Company since 23 August 2016.
He is also Chair of the People and
Remuneration Committee and a member
of the Audit and Risk Management
Committee.
Warwick has been a career Consumer
Packaged Goods (CPG) executive of global
scale. His executive roles have included
a career with The Clorox Company
of the USA as Senior Vice President,
International, based in the USA and
prior to that as VP Asia Pacific. His earlier
roles included Managing Director of
NationalPak Limited (the Glad Products
Company ultimately acquired by Clorox)
and a long career with Unilever plc where
he was based in Australia. Warwick is
a Non-Executive Director of one of the
leading international wine companies, the
ASX listed Treasury Wine Estates Limited.
Warwick resides in Australia.
Pip has been a director of the Company
since 1 July 2019. She is also Chair of the
Nomination Committee and a member of
the People and Remuneration Committee.
Currently Pip is also a director on the
boards of Westpac New Zealand, Spark
New Zealand, Fisher & Paykel Healthcare
and Vulcan Steel. She was previously
a senior partner at law firm Russell
McVeagh, where she spent over 10 years
on the firm’s board including acting as the
firm’s board Chair and interim CEO.
Pip brings extensive commercial and board
experience to The a2 Milk Company
Board. A leader in the field of corporate
law and in the New Zealand business
community, she is the recipient of
numerous industry awards including being
named New Zealand “Dealmaker of the
Year” at the Australasian Law Awards
2018, an accolade she has won five
times; and she has twice been recognised
as a finalist at the Women of Influence
Awards.
Pip resides in New Zealand.
Bessie Lee has been a director of the
Company since 26 February 2021 and sits
on both the Audit and Risk Management
Committee and the People and
Remuneration Committee.
Bessie is a highly regarded company
director and an expert, especially in
digital marketing and innovative data
management in China, with a diversity of
experience. She is a director on the boards
of Electrocomponents and Abcam. She
was also previously a director at Ecovacs
Robotics.
Bessie founded Withinlink Limited in 2015
where she continues to focus on investing
and incubating marketing technology
start-ups in China, several of which have
listed in the past few years.
Bessie was previously the CEO of WPP
China, the world’s leading marketing
communications group, focusing on
mergers and acquisitions, senior client
relations and government relations. Bessie
is the recipient of numerous industry
awards, including being named The Most
Innovative Person in Business in 2019 by
the International Entrepreneurs, Creatives
and Innovators Association (IECIA).
Bessie resides in China.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
41
EXECUTIVE
LEADERSHIP TEAM
David Bortolussi
Managing Director and CEO
Bachelor of Commerce
(University of Melbourne), FCA, F FIN,
Member of the Australian Institute of
Company Directors (MAICD)
Refer to page 40 for biography.
Shareef Khan
Chief Operations Officer
Bachelor of Science, CSCP, APICS
Shareef joined the Group in June 2012.
He is responsible for all operations
including farm services, supply chain,
manufacturing, quality and regulatory
and product development across the
Group in each of our geographies.
This spans from farmers through to
distribution to our customers and
includes management of key strategic
partnerships.
Shareef has over 17 years’ senior
management experience in the dairy and
infant nutrition category. He is a qualified
supply chain professional and has
experience across a number of industries.
Eleanor Khor
Chief Strategy Officer
Bachelor of Commerce / Bachelor of
Laws (Hons), (University of Melbourne)
As Chief Strategy Officer, Eleanor is
responsible for developing corporate and
business strategy and the execution of key
growth, performance improvement and,
to the extent relevant in the future,
potential M&A, joint venture and alliance
initiatives.
Eleanor joined the Company in August
2018, bringing a diverse range of
experience, including from her time as
a corporate lawyer at Allens Linklaters, as
a management consultant at Bain & Co,
and in private equity Coast2Coast Capital.
Since joining The a2 Milk Company,
Eleanor has spent significant time working
across China and the Asia Pacific regions,
making her well placed to lead this
important function for the business.
Jaron McVicar
Chief Legal and Sustainability
Officer & Company Secretary
Bachelor of Laws
(LL.B.), (University of Otago)
Jaron joined the Group in November
2016, having already provided legal
advice to the Group over a number of
years in his previous role with a leading
New Zealand law firm.
Jaron is responsible for the Group’s legal
and science functions and in his role as
Company Secretary works closely with
the Board on governance.
Jaron’s role has recently expanded to
include leading our important
sustainability programme.
Prior to joining the Group, Jaron worked
in private practice for 15 years as a
corporate and commercial lawyer,
including seven years working in London.
Jaron is a qualified solicitor in New
Zealand and England and Wales.
Race Strauss
Chief Financial Officer
Fellow of CPA Australia (FCPA),
Bachelor of Business (Griffith
University, QLD), Executive MBA
(INSEAD, Singapore), Member of the
Australian Institute of Company
Directors (MAICD)
Race joined the Group in January 2020.
He is responsible for finance, IT and
investor relations across the Group. Race is
an experienced finance executive with a
strong packaged goods background as
well as relevant international experience,
particularly in China and other Asian
regions.
Race spent over 20 years at Unilever
where he held a variety of senior roles
including Chief Financial Officer of
Unilever Australasia and Vice President
of Finance for South East Asia and
Australasia based in Singapore.
More recently Race spent seven years
in Chief Financial Officer roles with the
Qantas Group, including at Jetstar and at
Qantas Airlines.
Janelle Tong
Chief Marketing Officer (Interim)
Bachelor of Business / Bachelor of
Laws (Hons), (University of Technology
Sydney)
Janelle joined the Company in July 2020
and has extensive experience across brand
strategy, marketing, innovation and
integrated communications, coupled with
an in-depth understanding of Asia Pacific
markets.
Janelle has held senior-level marketing
positions in leading consumer packaged
goods companies including Pepsico,
McDonald’s Corporation, British American
Tobacco and Pernod Ricard in Australia,
China, Hong Kong, South Korea and
Singapore.
Since joining the Company, Janelle has
played a key role in developing the global
direction of the brand and working with
the regional marketing teams to optimise
the marketing and communications of the
brand across our key markets.
Amanda Hart
Chief People and Culture Officer
(Commencement date 06/09/2021)
Amanda will join the Company in
September 2021 from her most recent
role as Head of Human Resources,
Australia and New Zealand, with Dyson
Appliances, having spent the past four
years with the organisation as a senior
human resources leader across several
Asia Pacific markets with a focus on
leadership development and
organisational change.
Prior to her time at Dyson Appliances,
Amanda held senior human resources
roles with Cotton On Clothing and Global
Radio.
In the Chief People & Culture Officer role,
Amanda will be responsible for driving the
people strategy and executing integrated
programmes focused on continuing to
improve the Company’s capability
building, leadership development,
employee engagement, diversity and
inclusion, and pioneering culture.
CORPORATE GOVERNANCE
42
Kevin Bush
Executive General Manager – ANZ
Bachelor of Commerce, Marketing
(Monash University), Graduate Cert.
Data Analytics (UNSW), Member of
the Australian Institute of Company
Directors (MAICD)
Kevin was appointed to the role of
Executive General Manager – ANZ in July
2021. Kevin is responsible for leading the
Company’s business in Australia and New
Zealand, focusing on continuing to grow
the liquid milk business in the near term
and evolving its strategy to realise the full
potential of the a2 Milk
™
brand.
Kevin previously held the role of Sales
Director – ANZ from July 2016. He was
pivotal in growing the a2 Milk
™
liquid milk
brand and driving increased market share.
Kevin has also overseen the successful
establishment of the a2 Platinum
®
brand
in the South Korean market and various
other business development initiatives
across the Group.
Kevin is a highly experienced sales and
marketing professional with extensive
FMCG experience across Australian and
UK markets and has held senior positions
with leading consumer goods companies
including Mars, Nestlé and McCain Foods.
Xiao Li
Chief Executive – Greater China
Bachelor of Arts in Business Admin,
English (Heilongjiang University),
Master EMBA (China Europe
International Business School)
Xiao Li joined the Group in April 2019.
Xiao Li is responsible for maximising the
significant opportunities that the Greater
China market presents for the Company,
delivering against our strategy and putting
the right capabilities in place to deliver to
these future growth opportunities.
Xiao Li has substantial experience building
successful businesses in China across a
diverse range of multinational and local
fast growth consumer driven companies
including Mars, Unilever, Nike, Burger
King China (CEO) and in his previous
position as President of Wanda Kids
Group and SVP of Wanda Group.
Bernard May
Chief Executive Officer –
Mataura Valley Milk
Cert. in Company Direction (NZ
Institute of Directors), Cert. in Food
Technology (Auckland Institute of
Technology), Cert. of Quality
Assurance (New Zealand Quality
Assurance Authority)
Bernard joined The a2 Milk Company
when it acquired a 75% share of Mataura
Valley Milk in July 2021.
Bernard is responsible for leading Mataura
Valley Milk, one of the most technically
advanced nutritional manufacturing sites
globally. Mataura Valley Milk produces
nutritional products for well-known
international brands that value quality,
reliability and expertise.
As a skilled leader with 35 years of
experience in the food and beverage
industry, Bernard has a comprehensive
knowledge of operations management,
commercial leadership, product
development and people development.
Yohan Senaratne
Executive General Manager –
International
Master of Business Administration
(Kellogg School of Management,
Northwestern University)
Yohan joined the Company in July 2021.
Yohan is responsible for leading the
Company’s cross-border export business,
primarily focused on English label IMF
products manufactured in New Zealand
and sold into China, including liquid milk
and other nutritional products. Yohan
is responsible for managing products
sold through all channels, principally via
the daigou/reseller and cross-border
e-commerce (CBEC) channels. The
International team is also responsible for
developing the Company’s business in
emerging markets.
Yohan brings capability in strategy,
marketing, sales and E-commerce, and
experience in infant milk nutrition and
adjacent categories in China.
Yohan joined the Company from his most
recent role as Sales and Marketing
Director at Bellamy’s Organic. Yohan has
also held multiple positions at Mondelez
International, including Head of
e-commerce for Australia, New Zealand
and Japan. Prior to this, Yohan worked at
ANZ Bank, focusing on retail banking
digital transformation and with strategy
consultancy LEK.
Blake Waltrip
Chief Executive – USA
BA Economics (University of California
at San Diego), Master of Business
Administration (Anderson Graduate
School of Management, UCLA)
Blake joined the Group in May 2016,
assuming the role of Chief Executive of
the USA region. Blake is responsible for
leading our Northern American liquid milk
business as well as managing our supply
chain partnerships and performance for
this region.
Blake has a strong marketing and general
management skill set. Blake was
previously the CEO of Quinoa Corporation
Inc, (The Ancient Harvest Brand) based in
Boulder, Colorado.
His previous roles have included VP and
CMO of the beverage division of the Hain
Celestial Group, Managing Partner of a
marketing services and strategy group,
Growth Ventures, President Americas of
Lowe Alpine, and an earlier extensive
marketing career with Nestlé USA
beverage brands.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
43
GOVERNANCE
The a2 Milk Company is committed to maintaining the
highest standards of corporate governance. The Company’s
corporate governance framework has been established to
ensure that directors, officers and employees fulfil their
functions responsibly, whilst protecting and enhancing the
interests of shareholders.
a2MC believes that good corporate governance adds to its
performance, creates shareholder value and engenders the
confidence of the investment market.
The Company’s corporate governance framework has been
developed with regard to:
—the NZX Corporate Governance Code; and
—the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (ASX
Principles) (Fourth Edition).
For FY21, the Company’s corporate governance framework
complied with the recommendations in the NZX Corporate
Governance Code and the ASX Principles (Fourth Edition),
except where noted below.
ASX Principles
Recommendation 2.5 of the ASX Principles states that the
Chair of the Board should be an independent director and,
in particular, should not be the same person as the CEO
(recommendation 2.9 of the NZX Corporate Governance
Code recommends that where the Chair of the Board is not
independent, the Chair and CEO should be different people).
The roles of Chair and CEO are not exercised by the same
individual. From 1 July 2020 to 8 February 2021, Geoffrey
Babidge held the role of CEO (on an interim basis), and
since 8 February 2021, David Bortolussi has held the role of
Managing Director and CEO.
However, the Board did not consider the Company’s Chair,
David Hearn, to be an independent director in FY21 for the
purposes of the ASX Principles. This is because of David’s
previous limited executive role, which ceased in December
2018, under which the CEO previously had the capacity to
call on David from time to time to support the Company’s
business in Europe and the UK. David also held executive
options in prior years, which were exercised in full in FY20.
Considering his limited executive role during the first half of
FY19, the Board considered it appropriate that David should
retain his non-independent status during FY21.
David brings to the Board invaluable perspective on the
development of consumer products markets globally. The
Board is confident that he exercises an independent view
and judgement in his role as Chair and that the CEO has full
executive control and accountability in the organisation.
The Board considers there is an appropriate level of
independent view and judgement exercised by directors,
including by Julia Hoare as Deputy Chair, who is the lead
independent director.
Director independence
The Board Charter provides that the Board will, where
practicable, comprise a majority of independent directors.
Director independence is initially assessed upon each director’s
appointment and reviewed each year, or as required when a
new personal interest or conflict of interest is disclosed. For
this purpose, each director is required to bring an independent
view and judgement to the Board and to declare all actual or
potential conflicts of interest on an ongoing basis.
Any issue concerning a director’s ability to properly act as a
director must be discussed at a Board meeting as soon as
practicable, and a director may not participate in discussions
or resolutions pertaining to any matter in which the director
has a material personal interest.
In determining the independence of its directors, the
Board considers guidance for independence, set out in
the ASX Principles, the NZX Listing Rules and the NZX
Corporate Governance Code. Based on those rules and
recommendations, a director is considered to be independent
by the Board if he or she is a non-executive director and free
of any interest, position, association or relationship that could
reasonably influence, or could reasonably be perceived to
influence, in a material respect his or her capacity to bring an
independent view to decisions in relation to the Company,
or act in the best interests of the Company as a whole
rather than in the interests of an individual security holder
or other party.
Based on these measures, and the considerations discussed
on this page the Board considers that Julia Hoare, Warwick
Every-Burns, Pip Greenwood and Bessie Lee are independent
directors, and that up to his resignation on 26 February 2021,
Jesse Wu was also an independent director.
The Board will continue its practice of regularly assessing the
independence of each of its non-executive directors. Based on
the measures and considerations discussed on this page, the
Board will review David Hearn’s independence from 2022 (by
which time it will have been more than three years since David
Hearn’s previous limited executive role ceased) and any change
of status will be notified to the market at the relevant time.
CORPORATE GOVERNANCE
44
Corporate Governance Statement
The a2 Milk Company’s Corporate Governance Statement,
which is current as at 30 June 2021 and approved by the
Board, can be found at https://thea2milkcompany.com/
corporate-governance.
The a2 Milk Company’s Board
Role of the Board and delegation of authority
The Board is responsible for the overall governance and
operations of the Company, guiding the Company’s strategic
direction, monitoring risk, and overseeing the activities of
management. All issues of substance affecting the Company
are considered by the Board, with advice from external
advisers as required.
The key roles and responsibilities of the Board are set out in
the Board Charter, available on the Company’s website at
https://thea2milkcompany.com/corporate-governance. These
include matters relating to the Company’s strategic and
financial performance; executive management; audit and risk
management; strategic planning; corporate governance and
disclosure; performance evaluation; workplace health and
safety; ethical conduct; and assessing and monitoring the
effectiveness of the Company’s approach to sustainability and
the social, ethical and environmental impact of the Company’s
activities and operations.
The Board delegates certain functions to its three Committees
(Audit and Risk Management Committee, People and
Remuneration Committee, and Nomination Committee).
The diagram below illustrates a2MC’s corporate governance
framework.
Audit and Risk Management Committee (ARMC)
The principal purpose of this committee is to assist the
Board in fulfilling its corporate governance and oversight
responsibilities in relation to the Group’s risk management
and internal control systems, accounting policies and
practices, internal and external audit functions, and
corporate reporting.
People and Remuneration Committee (PRC)
This committee (formerly known as the Remuneration
Committee) assists the Board in establishing appropriate
policies for remuneration across the Group and reviews the
remuneration of the Chief Executive Officer and other senior
executives as the Board may determine. This committee’s role
is currently being expanded to include oversight over people
strategy, policies and practices.
Reporting to the Board on the progress of the implementation
of the Company’s Diversity Policy will transition across from
the Nomination Committee to this committee.
GOVERNANCE FRAMEWORK
Independent
assurance
(i)
Company
Secretary
(ii)
Executive
Leadership
Team
(v)
CEO
(iv)
Delegation and
oversight
(iii)
Delegation and
oversight
Delegation and
oversight
Accountability
and reporting
Accountability
and reporting
Accountability
and reporting
(i) Internal audit/external audit/legal and other
professional advice.
(ii) Accountability and reporting of corporate governance
and Board related matters.
(iii) Board delegates all matters except those reserved for
the Board or its committees.
(iv) Responsible for day to day operations; leads the
Executive Leadership Team.
(v) Implements strategy and business plans; directs
performance and behaviour of team.
Board of
Directors
Board
committees
(ARMC, PRC,
NOM)
THE a
2 MILK COMPANY ANNUAL REPORT 2021
45
GOVERNANCE (CONTINUED)
Nomination Committee (NOM)
This committee assists the Board by considering nominations to the Board to provide an appropriate mix of expertise, diversity,
skills and experience on the Board.
These Board committees are governed by charters detailing their specific functions and responsibilities. The charter for each
committee is reviewed by the Board annually. Copies of the committee charters are available at
https://thea2milkcompany.com/corporate-governance.
Board size, skills and structure
During FY21 the Board comprised four independent non-executive directors, with Bessie Lee replacing Jesse Wu following his
retirement on 26 February 2021, and an additional non-executive director, David Hearn. From 8 February 2021, the Managing
Director and CEO (executive director) was also a member of the Board. The Company’s constitution provides for a minimum of
four directors and a maximum of eight, of which at least two must be ordinarily resident in New Zealand to comply with the
NZX Listing Rules. Julia Hoare and Pip Greenwood are both ordinarily resident in New Zealand.
The Board has developed a board skills matrix which sets out the diversity of skills and experience that it has. The matrix, set out
in its collective form reflecting the current Board composition, is as follows:
Skills and experienceBoard
representation
(out of 6 directors)
Executive leadership – experience as a senior executive in one or more substantial commercial businesses100% (6)
Non-executive board membership – experience as a non-executive director of a number of listed or other
widely-held companies
83% (5)
Governance – experience in setting and implementing corporate governance policies, practices and standards100% (6)
Consumer products and nutritional industries – experience as a senior executive in, or as a professional
advisor to, consumer products or nutritional industry businesses
67% (4)
E-commerce – experience as a senior executive in, or as a professional advisor to, businesses engaged in
e-commerce activities
83% (5)
Food safety – technical or managerial experience relating to food, food product development and development
and/or implementation and management of safe practices for the sourcing, production, transport and
distribution of perishable foods
50% (3)
Sustainability – experience in identifying economic, social and environmentally sustainable developments, and
setting and monitoring sustainability aspirations
67% (4)
International markets – experience as a senior executive in, or as a professional advisor to, businesses that
operate outside Australia and New Zealand, particularly those international markets in which the Company
operates, and an understanding of how to succeed in different cultural, regulatory and business environments
100% (6)
Financial acumen – experience in financial accounting, taxation, external and/or internal audit and reporting33% (2)
Risk management – experience in identifying and mitigating risk100% (6)
Remuneration – experience in developing and/or implementing executive remuneration programmes, including
incentive-based remuneration
83% (5)
CORPORATE GOVERNANCE
46
Board committees
The Board’s three standing committees facilitate and assist the Board in fulfilling its responsibilities. Other committees may be
established from time to time with specific responsibilities as delegated by the Board. The composition of the committees as at,
and throughout the financial year ended 30 June 2021, was as follows:
CommitteeMembersIndependentNon-executive
Audit and Risk Management Committee
Julia Hoare (Chair)
Warwick Every-Burns
Bessie Lee (Appointed: 26 February 2021)
Jesse Wu (Resigned: 26 February 2021)
✓
✓
✓
✓
✓
✓
✓
✓
People and Remuneration CommitteeWarwick Every-Burns (Chair)
Pip Greenwood
Bessie Lee (Appointed: 26 February 2021)
Jesse Wu (Resigned: 26 February 2021)
✓
✓
✓
✓
✓
✓
✓
✓
Nomination CommitteePip Greenwood (Chair)
David Hearn
Julia Hoare
✓
✗
✓
✓
✓
✓
Attendance at Board and Committee meetings
Director attendance at Board and Committee meetings during FY21 is set out below.
Meetings
of the Board
Audit and Risk
Management
Committee
5
People and
Remuneration
Committee
6
Nomination
Committee
HeldAttendedHeld AttendedHeld AttendedHeld Attended
David Hearn (Chair)
1
191922––88
Julia Hoare (Deputy Chair)191966––88
David Bortolussi
2
(Managing Director & CEO)
5522––––
Warwick Every-Burns19196633––
Pip Greenwood
3
1916––3388
Bessie Lee
4
440022––
Jesse Wu
4
15144411––
Held: meetings held during the period for which the person was a director or Committee member.
1 David Hearn replaced Jesse Wu on the ARMC for a brief period of time prior to Bessie Lee’s appointment.
2 David Bortolussi: appointed on 8 February 2021.
3 Pip Greenwood did not attend three meetings of the Board due to the agreed protocol whereby Ms Greenwood abstains from certain Board discussions and
decisions as referred to on page 110.
4 Bessie Lee: appointed on 26 February 2021. Jesse Wu: resigned on 26 February 2021.
5 In addition to formal Audit and Risk Management Committee meetings, that Committee also held five workshops to prepare for formal meetings and
discuss issues as they arose.
6 In addition to formal People and Remuneration Committee meetings, that Committee also held two workshops to prepare for formal meetings and discuss
issues as they arose.
Corporate governance policies
The following policies, each of which has been prepared
having regard to the ASX Principles and the NZX Corporate
Governance Code, are available on the Company’s website at
https://thea2milkcompany.com/corporate-governance
—Code of Ethics;
—Continuous Disclosure Policy;
—Diversity Policy. Refer to the discussion of this policy
commencing on page 23;
—Risk Management Policy. Refer to the discussion of this
policy commencing on page 34;
—Securities Trading Policy;
—Shareholder Communications Policy;
—Global Whistleblower Policy;
—Global Anti-Bribery & Anti-Corruption Policy; and
—Responsible Sourcing Policy.
The Board regularly reviews the performance and
effectiveness of the Company’s corporate governance
policies and procedures and, if appropriate, amends those
policies and procedures or adopts new policies or procedures,
to uphold the integrity of the Company’s corporate
governance framework.
Modern Slavery Statement
The Company’s Modern Slavery Statement for FY20 published
in accordance with the Modern Slavery Act 2018 (Cth,
Australia) was issued on 30 March 2021, and is available
on the Company’s website at https://thea2milkcompany.
com/corporate-governance – refer to the discussion of this
statement commencing on page 30.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
47
REMUNERATION
The Company’s success depends on the quality and contribution
of its people, with their talents enabling us to achieve our short
and long-term strategic objectives.
The Company’s remuneration philosophy for all employees and
executives aims to:
—link rewards to the creation of sustainable value for
shareholders;
—attract, develop and retain talented employees and
executives;
—initiate and execute the Company’s business plans and
strategy as endorsed by the Board;
—reward the delivery of superior performance;
—have a balanced mix of short-term and long-term
remuneration components;
—be consistent with and supportive of the Company’s ethical
framework and commitment to good corporate governance;
and
—ensure that remuneration arrangements are competitive, fair,
and reflect the external talent market.
Remuneration policies and practices
The People and Remuneration Committee advises the Board
on the policies and practices of the Company regarding the
remuneration of directors and other senior executives of the
Group and reviewing all components of the Group’s
remuneration practices relevant to its employees. The People
and Remuneration Committee Charter sets out the objectives,
responsibilities and authority of the People and Remuneration
Committee in relation to remuneration matters. The Charter
stipulates that the Committee will make recommendations to
the Board, but all decision-making authority in relation to
remuneration remains with the Board.
The Board’s policy for remunerating the CEO and other senior
executives is to provide market-based remuneration packages
comprising a blend of fixed and variable at-risk incentive-based
remuneration with clear links between individual and Company
performance, and reward. The People and Remuneration
Committee reviews the remuneration packages of the CEO and
other senior executives at least annually.
All employees have a fixed remuneration package. Selected
employees also have variable remuneration in the form of a
short-term incentive (STI) as part of their remuneration package.
Certain selected senior executives and managers may also have
long-term incentives (LTI) as part of their remuneration package.
In FY21, eligible employees not participating in the LTI plan, had
the opportunity to participate in the Company’s Gift Plan and ALL
a2 Plan. Under the Gift Plan, participating employees received
shares in the Company worth up to A$500 at no cost. Under the
ALL a2 Plan, participating employees purchased up to A$2,000
worth of shares in the Company at the prevailing market price, and
will receive an additional ‘matching’ share for each purchased
share if they hold the shares they acquired for two years.
Remuneration packages for senior executives are structured so
that a significant portion of remuneration is at risk but can be
earned by the achievement of superior performance. The LTI plan
is designed to drive sustained performance over time and to both
attract and retain the best possible talent.
An appropriate remuneration mix is determined for each
position, taking into consideration the employee’s role and level
of responsibility.
Managing executive performance
Robust processes are in place for supporting and evaluating the
performance of the CEO and other senior executives and
managers.
The Board and CEO determine and agree annual targets and
objectives for the Company based on the Company’s strategic
plan, supported by a comprehensive and collaborative budgeting
and forecasting process. The CEO is accountable to the Board for
the delivery of the agreed objectives.
The objectives agreed between the Board and the CEO are
discussed and cascaded to each member of the Executive
Leadership Team, and captured in individual performance
delivery documents and STI agreements. The CEO uses the
performance delivery documents to facilitate individual
conversations with each member of the Executive Leadership
Team. The performance discussions are documented and form
the basis of the annual performance review that each executive
undertakes with the CEO at the end of the performance period.
The outcome of the executive’s performance over the course of
the year is one factor taken into account when any changes to
fixed remuneration or any award of variable remuneration and
incentives are considered.
During FY21, each member of the Executive Leadership Team
who was an employee for the duration of the reporting period
had at least one periodic performance discussion documented.
CORPORATE GOVERNANCE
48
Remuneration framework
The remuneration framework is designed to deliver high performance with substantial components at-risk, with the aim of more
closely aligning remuneration with the Company’s values, objectives and risk tolerances as set out below.
Fixed remuneration
Employees’ fixed remuneration is based on a matrix of an individual’s skills and experience, their individual performance and their
current level of remuneration relative to market remuneration benchmarks. Fixed remuneration is reviewed on an annual basis with
reference to independent external surveys, and where appropriate, is adjusted based on consideration of individual performance and
market remuneration benchmarks.
Variable remuneration
The STI and LTI programmes provide the potential for participating employees to receive payment over and above fixed remuneration.
These programmes are discretionary, appropriate to the results delivered by the Group and employee performance, and based on the
principle of reward for performance. A significant portion of senior executive remuneration is at risk.
The following table illustrates the relative percentages of annual fixed remuneration and at risk STI and LTI in FY21 (as they would have
applied had the grant of performance rights under the FY21 LTI not been deferred).
FixedSTI (at target)LTI (face value)
CEO (July 2020 to February 2021)71%29%0%
CEO (February 2021 to June 2021)27%32%41%
Executive Leadership Team (not including the CEO)26%– 43%28%–35%26%– 43%
Short-Term Incentive (STI) plan
The purpose of the STI plan is to build a results-focused culture, while increasing employee engagement. STI values and performance
targets are approved by the People and Remuneration Committee each financial year.
Payments are made under the STI plan in the form of a cash bonus.
The framework of the approach to the FY21 STI plan provided for the amount of any cash bonus payable to a participating employee
to be determined with reference to:
—the amount of the employee’s target incentive, as referenced against their fixed annual remuneration;
—the Group’s performance against the FY21 Group Performance Scorecard (comprising both financial and non-financial targets); and
—the employee’s performance against personal objectives for the performance period.
The FY21 Group Performance Scorecard included financial measures that had a weighting of 60% and non-financial measures that
had a weighting of 40%. The measures are referred to in the following table.
FY21 Group Performance Scorecard
FY21 Group ObjectivesMetric
Weighting
at target
Financial MeasuresRevenue
60%
EBITDA
Non-Financial Measures40%
MBS market shareMoving annual total (%)5%
CBEC market shareMoving annual total (%)5%
China brand healthSpontaneous brand awareness2%
China label re-registrationScorecard milestones3%
Sustainable scale in the USStore velocities (units per store per week)5%
New growth opportunitiesAsia Pacific macro milk revenue5%
Supply chain strategy executionMVM transaction5%
ERP implementationOn time and on budget / employee engagement5%
People and culture and strategyPeople engagement (survey)5%
Total at target100%
THE a
2 MILK COMPANY ANNUAL REPORT 2021
49
The FY21 STI plan anticipated a maximum potential outcome for
the Group Performance Scorecard of 120%. The outcome of the
FY21 Group Performance Scorecard for all Executive Leadership
Team members (including the CEO) was 30% reflecting
achievement of a majority of non-financial measures and no
achievement of financial measures.
The FY21 STI plan also anticipated the application of a maximum
individual performance multiplier of 130% for the (then
incoming) CEO and 120% for all other Executive Leadership
Team members. Having regard to the challenging year for the
Group, the People and Remuneration Committee determined not
to apply individual performance multipliers to the calculation of
FY21 STI payments.
Long-Term Incentive (LTI) plan
Participation in the LTI plan is by invitation only, at the sole and
absolute discretion of the Board. The LTI plan is designed to
reward performance in support of the achievement of the
Company’s business strategy: targeting profitable, long-term
revenue growth, which requires appropriate investment.
The Company grants performance rights (Awards) to eligible
participants under the plan, governed by specific terms and
conditions. Each Award granted represents a right to receive one
fully paid share in the Company once the Award vests and is
exercised. The number of Awards and the vesting conditions for
Awards issued under the LTI plan are determined by and at the
sole discretion of the Board, with the number of Awards to an
eligible participant set by reference to a fixed percentage of that
participant’s fixed annual remuneration. No dividends are paid
on performance rights. The Board may forfeit performance rights
for fraud, dishonesty or wilful breach of duties.
Performance rights granted in FY20
As a result of the Board undertaking a review of the Company’s
remuneration practices in 2019, no performance rights were
issued in FY19. The Company instead issued performance rights
in respect of FY19 to the relevant LTI plan participants during
FY20. This first tranche of performance rights issued in FY20
were assessed against the two-year performance period from
1 July 2019 to 30 June 2021. As a result of the financial
performance of the Group in FY21, this first tranche of
performance rights will not vest and will lapse.
The second tranche of performance rights granted in FY20 have
a three-year performance period, meaning that, subject to the
following conditions, those Awards would vest at the end of
FY22:
—Continuing employment.
—Minimum performance hurdles of both:
—A minimum diluted earnings per share (EPS) compound
annual growth rate (CAGR) increase of 15% over the
performance period from 1 July 2019 to 30 June 2022
(E-CAGR); and
—A minimum normalised sales CAGR increase of 15% over
the same performance period (S-CAGR).
—No awards will vest if E-CAGR or S-CAGR is less than 15%
over the performance period.
—50% of the awards will vest if E-CAGR and S-CAGR of 15% is
achieved, up to a maximum of 100% of the award vesting if
S-CAGR of 22% or more is achieved.
While the Company does not expect this second tranche of
performance rights to vest, for completeness it is noted that:
—Vesting is on a straight-line basis between each band.
—Diluted earnings per share are as reported in the Company’s
Annual Report in respect of that financial year.
—Normalised sales in respect of a financial year, are sales plus
such additional revenue or income items less such unusual
and one-off items (in each case, as may be determined by the
Board in its absolute discretion) based on relevant financial
information reported in the Company’s Annual Report in
respect of that financial year.
—It is currently intended that, subject to compliance with
relevant laws, the Company will satisfy any obligation to
allocate ordinary shares upon the vesting of performance
rights by instructing the trustee of the a2MC Group Employee
Share Trust to purchase shares on-market.
Further details on LTI plans can be found at Note F2 to the
financial statements.
Performance rights in FY21
The issue of performance rights (and time-based rights) for FY19
and FY20 to China-based employees needed to be deferred until
the Company secured requisite China regulatory registrations and
approvals. This meant that the Awards that would otherwise
have been made to participating employees in China in FY20
were made in FY21 (following receipt of the requisite China
regulatory registrations and approvals).
No new performance rights were granted under the FY21 LTI plan,
with the LTI programme currently under review, having regard to
the Group’s revised performance outlook, and the continuing
need to appropriately reward employee performance in support of
the Group’s business strategy. The review is expected to be
finalised in the first half of FY22, when it is expected the Company
will issue performance rights for FY21 (which, as noted, did not
proceed in FY21) to be assessed against a two-year performance
period from 1 July 2021 to 30 June 2023.
REMUNERATION (CONTINUED)
CORPORATE GOVERNANCE
50
Minimum Shareholding Requirement
Executive Leadership Team
A Minimum Shareholding Requirement (MSR) Policy applies to all members of the Executive Leadership Team. From time-to-time
additional employees may be identified to whom the MSR Policy will apply.
The purpose of the MSR Policy is to strengthen the alignment between the interests of the Executive Leadership Team and the
interests of shareholders and encourage a focus on building long-term shareholder value.
The Executive Leadership Team are required to acquire and hold a minimum shareholding equivalent to 100% of their fixed annual
remuneration comprising base salary and compulsory employer superannuation contributions (or equivalent) before any tax or social
security deductions.
The Executive Leadership Team are expected to achieve the MSR by the end of five annual vesting periods for LTI grants, unless they
have been the beneficiaries of earlier option plans. Where an executive has been with the Company for three or more years and
participated in these earlier option plans, the executive will comply, and be expected to continue to comply, with the MSR once
100% of these options have vested.
All executives are currently expected to achieve the MSR within the timeframe required by the policy.
Directors’ remuneration
Non-executive directors’ remuneration is paid in the form of directors’ fees. The fees paid to directors are structured to reflect the
respective responsibilities and workloads of their Board and Committee positions.
The annual aggregate non-executive directors’ remuneration pool, approved by shareholders at the Company’s Annual Meeting of
Shareholders held on 20 November 2018, is capped at $1,365,000.
Directors’ fees structure $ annual
Base board fees:
Chair of the Board
Deputy Chair
Non-executive director
165,000
210,000
165,000
Audit and Risk Management Committee:
Chair
Committee member
35,000
16,500
People and Remuneration Committee:
Chair
Committee member
35,000
16,500
Nomination Committee:
Chair
Committee member
22,000
11,000
THE a
2 MILK COMPANY ANNUAL REPORT 2021
51
Remuneration paid to non-executive directors of the Company in FY21 was as follows:
Board feesCommittee feesTotal fees
Other
benefits
received
Total
remuneration
$
Audit and Risk
Management
$
People and
Remuneration
$
Nomination
$$$$
David Hearn (Chair)165,000 –––165,000 –165,000
Julia Hoare
(Deputy Chair)210,000 35,000 –11,000 256,000–256,000
Pip Greenwood165,000 –16,500 22,000 203,500 –203,500
Warwick Every-Burns165,000 16,500 35,000 –216,500 –216,500
Jesse Wu
1
107,250 12,375 12,375 –132,000 –132,000
Bessie Lee
2
55,688 5,569 5,569 –66,826 –66,826
Total8 6 7, 93 8 69,444 69,444 33,000 1,039,826 –1,039,826
1 Jesse Wu: retired on 26 February 2021.
2 Bessie Lee: appointed on 26 February 2021.
No director of a subsidiary company was remunerated in their capacity as a director.
Remuneration of CEO – David Bortolussi
David Bortolussi commenced his appointment as Managing Director and CEO on 8 February 2021. Details of his FY21 remuneration
arrangements are set out below:
Term
There is no fixed term, employment is ongoing until terminated by either David or the Company.
Total Fixed Remuneration
A$1,750,000 per annum (inclusive of superannuation) in FY21, to be reviewed annually.
STI
On an annual basis, David is entitled to participate in the Company’s STI plan. For FY21, he is entitled to receive an STI payment to be
determined with reference to a STI target incentive of 120% of his annualised Total Fixed Remuneration, the Group’s performance
objectives as determined each year by the Board and, an individual multiplier of between 0% and 130% based on the Board’s
assessment of David’s individual performance.
LTI
On an annual basis, subject to any shareholder approval that may be required, David is entitled to be invited to take up performance
rights under the Company’s LTI plan.
For FY21, David was to be granted performance rights to the value of A$2,625,000, equivalent to 150% of his Total Fixed
Remuneration, vesting over a three-year period based on performance hurdles and vesting conditions to be determined by the Board.
As the grant of performance rights to participating employees under the FY21 LTI plan was deferred and did not happen in FY21
(with, as noted above, the Company’s LTI programme currently under review), subject to any shareholder approval that may be
required, David will be offered these performance rights for FY21 on recommencement of the programme in the first half of FY22.
Allowance
An allowance of A$10,000 per month (net of tax) was paid to David during FY21 to assist with the cost of David’s accommodation in
Sydney and travel between Melbourne and Sydney.
Notice period
Generally, resignation by David requires six months’ notice and termination (other than for cause) by the Company requires twelve
months’ notice.
Leave
Five weeks per annum paid annual leave.
REMUNERATION (CONTINUED)
CORPORATE GOVERNANCE
52
Other terms
David’s executive service agreement also includes standard
terms covering expense reimbursement, conflicts of interest,
confidentiality, intellectual property and moral rights, clawbacks
and restraints upon termination (which address non-competition,
as well as non-solicitation of employees, customers and suppliers).
Remuneration paid in FY21
The remuneration paid to David Bortolussi in FY21 was
as follows:
2021
A$
Fixed remuneration693,16 0
STI paid–
Transition benefits1,270,000
Allowance94,340
Total remuneration received2 ,057, 50 0
For FY21, David is entitled to receive an STI payment to be
determined with reference to a STI target incentive of 120% of
his annualised Total Fixed Remuneration.
As noted on page 50:
—The FY21 STI plan anticipated a maximum potential outcome
for the Group Performance Scorecard of 120%.
—The outcome of the FY21 Group Performance Scorecard for
David (and all other Executive Leadership Team members)
was 30%.
—The FY21 STI plan also anticipated the application of a
maximum individual performance multiplier of 130% for
the (then incoming) CEO and 120% for all other Executive
Leadership Team members.
—Having regard to the challenging year for the Group, the
People and Remuneration Committee determined not to
apply individual performance multipliers to the calculation of
FY21 STI payments.
As a result of the above, a payment in the amount of A$630,000
is to be made to David under the FY21 STI plan.
Transition benefits
On a one-off basis, David received the following transition
benefits as partial compensation for vested and unvested STI, LTI
and other entitlements that he forfeited on resigning from his
previous employment:
—A$1,270,000 cash payment on commencement date; and
—311,283 time-based rights to acquire ordinary shares in
the Company, equivalent at time of grant to A$3,700,000,
calculated by reference to the 90-day Volume Weighted
Average Price (VWAP) over the period that ended five ASX
trading days before the commencement date (being A$11.89)
and with a market value at market closing on 30 June 2021 of
A$1,867,698. 155,642 rights vest on the first anniversary of
the commencement date in February 2022 and the remaining
155,641 rights vest on the second anniversary in February
2023. These rights are not subject to performance hurdles but
are otherwise issued on terms similar to performance rights.
At the time of resigning from his previous employment, the
transition benefits equated to approximately 80% of the total
potential entitlements that David forfeited, the majority of which
were not at risk and subject to time-based vesting only.
Other than to meet any tax obligations, no shares held by David
can be sold until he holds sufficient shares to meet the
Company’s minimum shareholding requirement.
Remuneration of former CEO – Geoffrey Babidge
Geoffrey was employed under an employment agreement with
the Company as Interim CEO from 9 December 2019 to 8
February 2021.
Geoffrey received total fixed remuneration of A$1,600,000 per
annum (including superannuation) and was entitled to receive an
STI payment at the end of his tenure, based on total fixed
remuneration paid during the period of tenure.
The remuneration paid to Geoffrey Babidge in FY21 was as
follows:
2021
A$
Fixed remuneration1,066,667
STI paid at end of tenure
1
800,859
Termination payments26,610
Total remuneration received1, 8 9 4 ,136
1 The STI paid to Geoffrey at the end of his tenure related to his entire
tenure as Interim CEO, from 9 December 2019 to 8 February 2021 (that is,
for both FY20 and FY21).
THE a
2 MILK COMPANY ANNUAL REPORT 2021
53
STATEMENTS
FINANCIAL
54
DIRECTORS’ APPROVAL
OF THE FINANCIAL
STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2021
The directors of The a2 Milk Company Limited are pleased to
present the consolidated financial statements for The a2 Milk
Company Limited (the Company) and its subsidiaries (together
the Group) for the year ended 30 June 2021.
The directors are responsible for preparing and presenting
financial statements in accordance with New Zealand law
and generally accepted accounting practice, which present
fairly the financial position of the Group as at 30 June 2021
and the results of its operations and cash flows for the period
ended on that date.
The directors consider the financial statements of the Group
to have been prepared using accounting policies which have
been 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.
The directors consider that they have taken adequate steps to
safeguard the assets of the Group, and to prevent and detect
fraud and other irregularities. Internal control procedures
are also considered to be sufficient to provide a reasonable
assurance as to the integrity and reliability of the financial
statements.
There are reasonable grounds to believe that the Company
and the Group entities identified in Note E1 will be able to
meet any obligations or liabilities to which they are or may
become subject to by virtue of the Deed of Cross Guarantee
between the Company and those Group entities pursuant to
ASIC Corporations (Wholly-owned Companies) Instrument
2016/ 785.
Signed on behalf of the Board by:
Directors’ approval of
the financial statements 55
Independent auditor’s
report 56
Consolidated statement
of comprehensive income 60
Consolidated statement
of changes in equity 61
Consolidated statement
of financial position 62
Consolidated statement
of cash flows 63
Notes to the financial
statements 64
CONTENTS
David Hearn
Chair
David Bortolussi
Managing Director and CEO
25 August 2021
THE a
2 MILK COMPANY ANNUAL REPORT 2021
55
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Ernst & Young
200 George Street
Sydney NSW 2000 Australia
GPO Box 2646 Sydney NSW 2001
Tel: +61 2 9248 5555
Fax: +61 2 9248 5959
ey.com/au
Independent auditor’s report to the Shareholders of The a2 Milk
Company Limited
Opinion
We have audited the financial statements of The a2 Milk Company Limited (“the Company”) and its
subsidiaries (together “the Group”) on page 60 to 105, which comprise the consolidated statement of
financial position of the Group as at 30 June 2021, and the consolidated statement of comprehensive
income, consolidated statement of changes in equity and consolidated statement of cash flows for the
year then ended of the Group, and the notes to the consolidated financial statements including a
summary of significant accounting policies.
In our opinion, the consolidated fi nancial statements on pages 60 to 105 present fairly, in all material
respects, the consolidated financial position of the Group as at 30 June 2021 and its consolidated
financial performance and cash flows for the year then ended in accordance with New Zealand
equivalents to International Financial Reporting Standards and International Financial Reporting
Standards.
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 and the Company's shareholders, as a body,
for our audit work, for this report, or for the opinions we have formed.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (New Zealand). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the
Audit of the Financial Statements section of our report.
We are independent of the Group in accordance with Professional and Ethical Standard 1 International
Code of Ethics for Assurance Practitioners (including International Independence Standards) (New
Zealand) issued by the New Zealand Auditing and Assurance Standards Board, and we have fulfilled our
other ethical responsibilities in accordance with these requirements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for
our opinion.
Ernst & Young has provided market research services in relation to brand health tracking and has also
provided sustainability reporting advisory services to the Group. Partners and employees of our firm
may deal with the Group on normal terms within the ordinary course of trading activities of the business
of the Group. We have no other relationship with, or interest in, the Group.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements of the current year. These matters were addressed in the
context of our audit of the consolidated financial statements as a whole, and in forming our opinion
INDEPENDENT AUDITOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2021
FINANCIAL STATEMENTS
56
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
thereon, but we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial statements section of the audit report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying consolidated financial statements.
Discounts and rebates provided to customers
Why significant How our audit addressed the key audit matter
Revenue and associated trade receivables are
recognised net of trade discounts, volume rebates
and promotional allowances owed to customers
based on their individual contractual
arrangements. The recognition and measurement
of rebates and promotional allowances, including
the establishment of an appropriate accrual at year
end, involves judgment and estimation, particularly
relating to the expected level of rebate claims by
the customers. This was considered a key audit
matter given the value of the trade discounts,
rebates and promotional allowances provided to
customers together with the level of judgment
involved in estimating this variable consideration
at year end.
Disclosures regarding rebates, discounts and
promotional allowances are included in note B2 to
the financial statements.
Our audit procedures included the following:
► Considered the appropriateness of the Group’s
revenue recognition accounting policies as
they relate to trade discounts, promotional
allowances and rebates.
► Understood the Group’s processes and
controls in relation to the recording of trade
discounts, promotional allowances and
rebates.
► Selected a sample of customer contracts to
determine whether rebates were calculated in
accordance with the agreed terms and
inquired of management as to the existence of
any non-standard agreements or side
arrangements with customers.
► Selected a sample of customer discounts and
rebates recorded and assessed whether the
timing and value of amounts recognised were
in accordance with NZ IFRS.
► Compared a sample of customer claims for
discounts, rebates and promotional allowances
made subsequent to year end to recorded
accruals.
► Considered the year end ageing profile of
trade discounts and rebates and inquired as to
the likelihood of aged balances being settled.
► Considered the adequacy of the associated
disclosures in the financial statements.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
thereon, but we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial statements section of the audit report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying consolidated financial statements.
Discounts and rebates provided to customers
Why significant How our audit addressed the key audit matter
Revenue and associated trade receivables are
recognised net of trade discounts, volume rebates
and promotional allowances owed to customers
based on their individual contractual
arrangements. The recognition and measurement
of rebates and promotional allowances, including
the establishment of an appropriate accrual at year
end, involves judgment and estimation, particularly
relating to the expected level of rebate claims by
the customers. This was considered a key audit
matter given the value of the trade discounts,
rebates and promotional allowances provided to
customers together with the level of judgment
involved in estimating this variable consideration
at year end.
Disclosures regarding rebates, discounts and
promotional allowances are included in note B2 to
the financial statements.
Our audit procedures included the following:
► Considered the appropriateness of the Group’s
revenue recognition accounting policies as
they relate to trade discounts, promotional
allowances and rebates.
► Understood the Group’s processes and
controls in relation to the recording of trade
discounts, promotional allowances and
rebates.
► Selected a sample of customer contracts to
determine whether rebates were calculated in
accordance with the agreed terms and
inquired of management as to the existence of
any non-standard agreements or side
arrangements with customers.
► Selected a sample of customer discounts and
rebates recorded and assessed whether the
timing and value of amounts recognised were
in accordance with NZ IFRS.
► Compared a sample of customer claims for
discounts, rebates and promotional allowances
made subsequent to year end to recorded
accruals.
► Considered the year end ageing profile of
trade discounts and rebates and inquired as to
the likelihood of aged balances being settled.
► Considered the adequacy of the associated
disclosures in the financial statements.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
57
INDEPENDENT AUDITOR'S REPORT
FOR THE YEAR ENDED 30 JUNE 2021
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Valuation of inventory
Information other than the financial statements and auditor’s report
The directors of the Company are responsible for the Annual Report, which includes information other
than the consolidated financial statements and auditor’s report.
Our opinion on the consolidated financial statements does not cover the other information and we do
not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated financial statements, our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent
with the consolidated financial statements or our knowledge obtained during the audit, or otherwise
appears to be materially misstated.
If, based upon the work we have performed, we conclude that there is a material misstatement of this
other information, we are required to report that fact. We have nothing to report in this regard.
Why significant How our audit addressed the key audit matter
During the year the Group identified concerns with
the net realisable value of certain inventory and as
a result an expense of $108m was recognised,
which included both reductions in the value of
inventory and, where applicable, the expected costs
of disposal.
As detailed in note C2 of the financial report,
inventories are valued at the lower of cost and net
realisable value. Significant judgement is involved in
estimating the net realisable value of inventory as it
comprises a range of product types with limited
shelf life sold through a number of sales channels.
In addition, complexities associated with COVID-19
and its impact on international trade, economic
conditions and consumer preferences have
increased the uncertainty of these estimates.
We considered this a key audit matter due to the
size of the inventory balance and the complexity in
estimating the valuation of inventory.
Our audit procedures included the following:
► Assessed the application of inventory costing
methodologies and tested the recorded cost of
a sample of inventory items to supplier invoice
or other relevant documentation.
► Assessed the effectiveness of relevant controls
to identify inventory that is no longer
considered saleable.
► Attended stocktakes at a selection of locations
to validate the existence and expiry dates of
inventory on a sample basis.
► Tested the year-end inventory ageing forecast
model prepared by the Group which is used in
calculating the net realisable value of
inventory. Our procedures included validating
model inputs, including expiry dates, and
assessing the sales volume and pricing used
based on historical evidence, seasonal trends
and enquiry with management.
► Assessed management’s estimated costs of
disposal and agreed these estimates to third
party contracts and quotations where
applicable.
► Considered the adequacy of the associated
disclosures in the financial statements.
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
thereon, but we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial statements section of the audit report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying consolidated financial statements.
Discounts and rebates provided to customers
Why significant How our audit addressed the key audit matter
Revenue and associated trade receivables are
recognised net of trade discounts, volume rebates
and promotional allowances owed to customers
based on their individual contractual
arrangements. The recognition and measurement
of rebates and promotional allowances, including
the establishment of an appropriate accrual at year
end, involves judgment and estimation, particularly
relating to the expected level of rebate claims by
the customers. This was considered a key audit
matter given the value of the trade discounts,
rebates and promotional allowances provided to
customers together with the level of judgment
involved in estimating this variable consideration
at year end.
Disclosures regarding rebates, discounts and
promotional allowances are included in note B2 to
the financial statements.
Our audit procedures included the following:
► Considered the appropriateness of the Group’s
revenue recognition accounting policies as
they relate to trade discounts, promotional
allowances and rebates.
► Understood the Group’s processes and
controls in relation to the recording of trade
discounts, promotional allowances and
rebates.
► Selected a sample of customer contracts to
determine whether rebates were calculated in
accordance with the agreed terms and
inquired of management as to the existence of
any non-standard agreements or side
arrangements with customers.
► Selected a sample of customer discounts and
rebates recorded and assessed whether the
timing and value of amounts recognised were
in accordance with NZ IFRS.
► Compared a sample of customer claims for
discounts, rebates and promotional allowances
made subsequent to year end to recorded
accruals.
► Considered the year end ageing profile of
trade discounts and rebates and inquired as to
the likelihood of aged balances being settled.
► Considered the adequacy of the associated
disclosures in the financial statements.
FINANCIAL STATEMENTS
58
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
Directors’ responsibilities for the financial statements
The directors are responsible, on behalf of the Company, for the preparation and fair presentation of
the consolidated financial statements in accordance with New Zealand equivalents to International
Financial Reporting Standards and International Financial Reporting Standards, and for such internal
control as the directors determine is necessary to enable the preparation of financial statements that
are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing on behalf
of the entity the Group’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless the directors either
intend to liquidate the Group or cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s
report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a
guarantee that an audit conducted in accordance with International Standards on Auditing (New
Zealand) will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these consolidated financial
statements.
A further description of the auditor’s responsibilities for the audit of the financial statements is located
at the External Reporting Board’s website: https://www.xrb.govt.nz/standards-for-assurance-
practitioners/auditors-responsibilities/audit-report-1/. We also provide the directors with a statement
that we have complied with relevant ethical requirements regarding independence, and to communicate
with them all relationships and other matters that may reasonably be thought to bear on our
independence, and where applicable, actions taken to eliminate threats or safeguards applied. This
description forms part of our auditor’s report.
The engagement partner on the audit resulting in this independent auditor’s report is Lisa Nijssen-
Smith.
Ernst & Young
Sydney
25 August 2021
A member firm of Ernst & Young Global Limited
Liability limited by a scheme approved under Professional Standards Legislation
thereon, but we do not provide a separate opinion on these matters. For each matter below, our
description of how our audit addressed the matter is provided in that context.
We have fulfilled the responsibilities described in the Auditor’s responsibilities for the audit of the
financial statements section of the audit report, including in relation to these matters. Accordingly, our
audit included the performance of procedures designed to respond to our assessment of the risks of
material misstatement of the financial statements. The results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the
accompanying consolidated financial statements.
Discounts and rebates provided to customers
Why significant How our audit addressed the key audit matter
Revenue and associated trade receivables are
recognised net of trade discounts, volume rebates
and promotional allowances owed to customers
based on their individual contractual
arrangements. The recognition and measurement
of rebates and promotional allowances, including
the establishment of an appropriate accrual at year
end, involves judgment and estimation, particularly
relating to the expected level of rebate claims by
the customers. This was considered a key audit
matter given the value of the trade discounts,
rebates and promotional allowances provided to
customers together with the level of judgment
involved in estimating this variable consideration
at year end.
Disclosures regarding rebates, discounts and
promotional allowances are included in note B2 to
the financial statements.
Our audit procedures included the following:
► Considered the appropriateness of the Group’s
revenue recognition accounting policies as
they relate to trade discounts, promotional
allowances and rebates.
► Understood the Group’s processes and
controls in relation to the recording of trade
discounts, promotional allowances and
rebates.
► Selected a sample of customer contracts to
determine whether rebates were calculated in
accordance with the agreed terms and
inquired of management as to the existence of
any non-standard agreements or side
arrangements with customers.
► Selected a sample of customer discounts and
rebates recorded and assessed whether the
timing and value of amounts recognised were
in accordance with NZ IFRS.
► Compared a sample of customer claims for
discounts, rebates and promotional allowances
made subsequent to year end to recorded
accruals.
► Considered the year end ageing profile of
trade discounts and rebates and inquired as to
the likelihood of aged balances being settled.
► Considered the adequacy of the associated
disclosures in the financial statements.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
59
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2021
Notes
2021
$’000
2020
$’000
Continuing operations
SalesB11,205,0341,730,696
Cost of sales(695,321)( 762,122)
Gross margin509,713968,574
Other revenueB11,70 0435
Distribution expenses(45,175)(42,564)
Administrative expenses(87,020)(96,035)
Marketing expenses(168,710)(194,309)
Other expenses(94,462)(88,380)
Operating profit 116,0465 47,7 21
Interest income3,9896,129
Finance costsB5(770)(448)
Net finance income3,2195,681
Profit before tax119, 265553,402
Income tax expenseB7(38,607)(165,235)
Profit from continuing operations80,658388,167
Discontinued operation
Loss from discontinued operation, net of taxB3–(2,330)
Profit for the year80,658385,837
Other comprehensive income
Items that may be reclassified to profit or loss:
Foreign currency translation profit1,0732,863
Items not to be reclassified to profit or loss:
Listed investment fair value lossC7(134,618)(56,083)
Total comprehensive (loss)/income(52,887)332,617
Earnings per share
Basic (cents per share)B610.8652.39
Diluted (cents per share)B610.8652.12
Earnings per share – continuing operations
Basic (cents per share)B610.8652.71
Diluted (cents per share)B610.8652.43
The accompanying notes form part of these financial statements.
60
Year ended 30 June 2021
Foreign
currency
translation
reserve
$’000
Fair value
revaluation
reserve
$’000
Employee
equity
settled
payments
reserve
$’000
Treasury
shares
reserve
$’000
Total
reserves
$’000
Retained
earnings
$’000
Share
capital
$’000
Total
equity
$’000
Balance 1 July 2020(12,478)3,64041,719(10,031)22,850964,279146,9331,13 4,0 62
Profit after tax for the period–––––80,658–80,658
Foreign currency translation
differences – foreign
operations1,117–––1,117––1,117
Listed investment – fair value
movement–(134,618)––(134,618)––(134,618)
Income tax(44)–––(44)––(44)
Total comprehensive income
for the period1,073(134,618)––(133,545)80,658–(52,887)
Transactions with owners in
their capacity as owners:
Issue of ordinary shares––––––2,2072,207
Share issue costs––––––(19)(19)
Treasury shares retained for
employee withholding tax
payments–––(316)(316)––(316)
Treasury shares transferred––(6,574)6,574––––
Share-based payments––1,835–1,835––1,835
Income tax––(922)–(922)––(922)
Total transactions with owners––(5,661)6,258597–2,18 82,785
Balance 30 June 2021(11, 4 0 5 )(130,978)36,058(3,773)(110 , 0 9 8 )1,0 4 4,937149,1211,083,960
Year ended 30 June 2020
Foreign
currency
translation
reserve
$’000
Fair value
revaluation
reserve
$’000
Employee
equity
settled
payments
reserve
$’000
Treasury
shares
reserve
$’000
Total
reserves
$’000
Retained
earnings
$’000
Share
capital
$’000
Total
equity
$’000
Balance 1 July 2019(15,341)59,72320,535–6 4,917578,44214 4,4957 8 7, 8 5 4
Profit after tax for the period–––––385,837–385,837
Foreign currency translation
differences – foreign
operations2,825–––2,825––2,825
Listed investment – fair value
movement–(56,083)––(56,083)––(56,083)
Income tax38–––38––38
Total comprehensive income
for the period2,863(56,083)––(53,220)385,837–332,617
Transactions with owners in
their capacity as owners:
Issue of ordinary shares––––––2,5092,509
Share issue costs––––––(71)(71)
Treasury shares acquired–––(12,655)(12,655)––(12,655)
Treasury shares transferred––(436)436––––
Share-based payments––8,331–8,331––8,331
Income tax––13,2892,18 815,477––15,477
Total transactions with owners––21,18 4(10,031)11,15 3–2,43813,591
Balance 30 June 2020(12,478)3,64041,719(10,031)22,850964,279146,9331,13 4,0 62
The accompanying notes form part of these financial statements.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2021
THE a
2 MILK COMPANY ANNUAL REPORT 2021
61
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2021
Notes
2021
$’000
2020
$’000
Assets
Current assets
Cash and short-term deposits D3875,15 085 4,178
Trade and other receivables C165,28470,700
Prepayments27, 81956,336
InventoriesC2112, 20 4147, 3 32
Income tax receivable16,435–
Total current assets1,096,8921,128 ,5 4 6
Non-current assets
Property, plant and equipment C417,16 214,206
Right-of-use assetsD715,30216,14 4
Investment propertyC516,614–
Intangible assetsC615,13713,6 4 0
Other financial assetsC715 7, 8 0 3252,580
Deferred tax assetsB753,10128,201
Total non-current assets275,119324,771
Total assets1, 37 2, 0111,453,317
Liabilities
Current liabilities
Trade and other payablesC3266,296281,919
Customer contract liabilitiesB24,7463,773
Lease liabilitiesD73,6483,407
Income tax payable–16,328
Total current liabilities274,690305,427
Non-current liabilities
Trade and other payablesC3511392
Lease liabilitiesD712,85013,436
Total non-current liabilities13,36113,828
Total liabilities28 8,051319,255
Net assets1,083,9601,13 4,0 62
Equity attributable to owners of the Company
Share capital D5149,121146,933
Retained earnings 1,0 4 4,937964,279
Reserves D6(110 , 0 9 8 )22,850
Total equity1,083,9601,13 4,0 62
The accompanying notes form part of these financial statements.
FINANCIAL STATEMENTS
62
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2021
Notes
2021
$’000
2020
$’000
Cash flows from operating activities
Receipts from customers1,251,9091,726,947
Payments to suppliers and employees(1, 0 6 7, 97 7 )(1,107,394)
Interest received3,9896,135
Interest paid(699)(389)
Taxes paid( 97, 8 07 )(197,888)
Net cash inflow from operating activities D489,4154 27, 411
Cash flows from investing activities
Payments for property, plant and equipmentC4(5,673)(5,800)
Payment for investment propertyC5(17,216)–
Payments for intangible assetsC6(1,638)(1,422)
Payment for listed investmentC7(39,8 41)(21,856)
Net cash outflow from investing activities(64,368)(29,078)
Cash flows from financing activities
Payments of lease principalD7(3,230)(1,775)
Purchase of treasury sharesD6–(12,655)
Proceeds from issue of equity sharesD52,18 82,438
Net cash outflow from financing activities(1,0 42)(11,9 92)
Net increase in cash and short-term deposits24,005386,341
Cash and short-term deposits at the beginning of the year85 4,178464,805
Effect of exchange rate changes on cash(3,033)3,032
Cash and short-term deposits at the end of the yearD3875,15 085 4,178
The accompanying notes form part of these financial statements.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
63
NOTES TO THE FINANCIAL STATEMENTS
ContentsPage
ABasis of preparation65
BGroup performance66
B1Operating segments66
B2Revenue68
B3Results of discontinued operation70
B4Expenses70
B5Finance costs71
B6Earnings per share (EPS)71
B7Income taxes72
COperating assets and liabilities76
C1Trade and other receivables76
C2Inventories76
C3Trade and other payables77
C4Property, plant and equipment78
C5Investment property79
C6Intangible assets81
C7Other financial assets84
DCapital and financial risk management85
D1Capital management85
D2Financial risk management85
D3Cash and short-term deposits89
D4Cash flow information90
D5Share capital90
D6Nature and purpose of reserves91
D7Leases92
D8Capital expenditure commitments94
D9Contingent liabilities94
EGroup structure95
E1Consolidated entities95
E2Acquisition of subsidiary96
E3Deed of cross guarantee99
FOther disclosures101
F1Related party transactions101
F2Share-based payments102
F3Auditor’s remuneration105
F4Subsequent events105
FINANCIAL STATEMENTS
64
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
BASIS OF PREPARATION
FOR THE YEAR ENDED 30 JUNE 2021
A. Basis of preparation
The a2 Milk Company Limited (the Company) is a for-profit entity
incorporated and domiciled in New Zealand. The consolidated
financial statements of the Company for the year ended 30 June
2021 comprise the Company and its subsidiaries (together
referred to as the Group).
The Company is registered in New Zealand under the Companies
Act 1993, and is a FMC reporting entity under the Financial
Markets Conduct Act 2013. The Company is also registered as a
foreign company in Australia under the Corporations Act 2001
(Cth, Australia). The shares of The a2 Milk Company Limited are
publicly traded on New Zealand’s Exchange (NZX), the Australian
Securities Exchange (ASX) and Chi-X Australia (Chi-X). The
Group’s reporting currency is the New Zealand dollar.
The principal activity of the Group is the sale of branded
products in targeted markets made with milk from cows that
produce milk naturally containing only the A2 protein type.
The consolidated financial statements were authorised for issue
by the directors on 25 August 2021.
The consolidated financial report:
—has been prepared in accordance with Generally Accepted
Accounting Practice in New Zealand;
—complies with the New Zealand Equivalents to International
Financial Reporting Standards (NZ IFRS);
—complies with International Financial Reporting Standards
(IFRS) adopted by the International Accounting Standards
Board (IASB);
—is presented in New Zealand dollars, which is the Company’s
functional currency, with all values rounded off to the nearest
thousand dollars, unless otherwise stated; and
—has been prepared in accordance with the historical cost
convention and, except for listed investments, does not take
into account changing money values or fair values of assets.
Certain comparative amounts have been reclassified to conform
with the current period’s presentation.
Significant accounting policies have been:
—included in the relevant note to which each policy relates,
other than the accounting policy for foreign currency, set out
below; and
—consistently applied to all periods presented in these
consolidated financial statements.
Accounting policy: Foreign currency
Transactions
Foreign currency transactions are initially translated to the
respective functional currencies of Group companies at the rate
of exchange at the date of the transaction. Monetary assets and
liabilities denominated in foreign currencies are translated to the
functional currency at the exchange rate ruling at the reporting
date. Foreign exchange differences are generally recognised in
profit or loss in the consolidated statement of comprehensive
income.
Foreign operations translation to reporting currency
The assets and liabilities including goodwill and fair value
adjustments arising on consolidation of foreign operations are
translated into New Zealand currency at rates of exchange
current at the reporting date, while revenues and expenses are
translated at approximately the exchange rates ruling at the date
of the transaction. Exchange differences arising on translation are
recognised in other comprehensive income and accumulated
within equity in the foreign currency translation reserve.
Judgements, estimates and assumptions
The preparation of financial statements in conformity with NZ
IFRS requires management to make judgements, estimates and
assumptions.
—This may affect the application of policies and reported
amounts of assets, liabilities, income and expenses. Actual
results may differ from these estimates.
—Estimates and underlying assumptions are reviewed on an
ongoing basis.
—Revisions to accounting estimates are recognised in the period
in which the estimate is revised and in any future periods
affected.
—Information about significant areas of estimation uncertainty
and critical judgements in applying accounting policies that
have the most significant effect on the amount recognised in
the financial statements are described in the following notes:
—Note B7: Deferred tax assets and liabilities – Recovery of
deferred tax assets
—Note C2: Inventories – Estimation of net realisable value
—Note C5: Investment property
—Note C6: Intangible assets – Impairment review of goodwill
and intangibles
—Note D7: Leases – Determination of lease term
Changes in significant accounting policies
The Group has applied all of the new and revised Standards and
Interpretations issued by the New Zealand External Reporting
Board that are relevant to the Group’s operations and effective
for the current accounting period. Their application has not had
any material impact on the Group’s assets, profits or earnings per
share for the year ended 30 June 2021.
The IFRS Interpretations Committee (IFRIC) published an agenda
decision in April 2021 ‘Configuration or Customisation Costs in a
Cloud Computing Arrangement (IAS 38 Intangible Assets)’,
confirming that a cloud computing customer should expense the
costs of configuring or customising a supplier’s application
software in a Software as a Service arrangement. The Group has
applied the IFRIC decision accounting policy to all relevant project
costs incurred in its ERP project, which is provided under a cloud
computing service arrangement (refer Note B4).
New Standards and Interpretations not yet adopted
There are no new Standards and Interpretations that are issued,
but not yet effective as at 30 June 2021, that are expected to
have a material impact on the Group in current or future
reporting periods.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
65
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B. Group performance
This section explains the results and performance of the Group for the year, including segment information, earnings per share and
taxation.
The Group’s key performance measures are segment revenue and segment results before interest, tax, depreciation and amortisation
(Segment EBITDA, a non-GAAP measure). Further information and analysis of performance can be found in the CEO’s year in review
report, which forms part of this Annual Report.
B1. Operating segments
Operating segments are identified on the basis of internal reports about components of the Group that are regularly reviewed by the
chief operating decision maker in order to allocate resources to the segment and assess its performance.
For management purposes, the Group is organised into business units based on geographical location along with a corporate
function, and has three reportable operating segments as follows:
—The Australia and New Zealand segment receives external revenue from infant nutrition, milk and other dairy products along with
rent, royalty and licence fee income.
—The China and Other Asia segment receives external revenue from infant nutrition, milk and other dairy products.
—The USA segment receives external revenue from milk sales and licence fees.
In August 2019, the Board announced its decision to withdraw from fresh milk operations in the UK (previously reported as the UK
segment), with all the UK fresh milk trading operations ceasing in the period to 31 December 2019. Comparative information for the
year ended 30 June 2020 includes the UK segment as a discontinued operation (refer Note B3).
Management monitors the operating results of its business units separately for the purpose of making decisions about resource
allocation and performance assessment. Segment performance is assessed on segment EBITDA and is measured in conformity with the
accounting policies adopted for preparing and presenting the financial statements of the Group.
FINANCIAL STATEMENTS
66
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B1. Operating segments (continued)
2021
Continuing operations
Total
$’000
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
Consolidated sales558,331583,42163,2821,205,034
Other revenue 1,389–3111,70 0
Reportable segment revenue559,720583,42163,5931,206,734
Reportable segment results
(Segment EBITDA)148,84975,569(33,540)190,878
Corporate EBITDA( 6 7, 4 5 0 )
Group EBITDA123,428
Reconciliation to consolidated statement of comprehensive income
Interest income 3,989
Interest expense(699)
Depreciation and amortisation( 7, 4 5 3)
Income tax expense(38,607)
Consolidated profit after tax80,658
2020
Continuing operations
Discontinued
operation UK
$’000
Total
$’000
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
Total
$’000
Consolidated sales965,232699,39666,0681,730,6961,3961,732,092
Other revenue 435––435–435
Reportable segment revenue965,667699,39666,0681,731,1311,3961,732,527
Reportable segment results
(Segment EBITDA)465,633224,857(50,523)639,967(2,301)637,666
Corporate EBITDA( 8 7, 9 47 )–( 8 7, 9 47 )
Group EBITDA552,020(2,301)549,719
Reconciliation to consolidated statement of comprehensive income
Interest income 6,135
Interest expense(389)
Depreciation and amortisation(4,393)
Income tax expense(165,235)
Consolidated profit after tax385,837
One customer within the Australia and New Zealand segment contributed revenue in excess of 10% of Group revenue of
$200,514,000 (2020: $375,812,000).
THE a
2 MILK COMPANY ANNUAL REPORT 2021
67
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B1. Operating segments (continued)
Other segment information
2021
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
UK
$’000
Corporate
$’000
Total
$’000
Additions to non-current assets20,364473,051–4,10527, 5 6 7
Depreciation and amortisation3,0872,176489–1,7017, 4 5 3
2020
Additions to non-current assets6,3246,552366–4,33317, 5 75
Depreciation and amortisation2,0811,0 02225361,0 494,393
The majority of the Group’s revenue generated from customers, and the majority of its non-current assets (other than the listed
investment at fair value and deferred tax assets), are sourced and located outside of its country of domicile (New Zealand).
B2. Revenue
Disaggregation of revenue
In the following table, revenue is disaggregated by geographical location (reportable segments) and major product types.
2021
Continuing operations
Total
$’000
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
Infant nutrition:
China label–389,882–389,882
English and other labels
1
357,037166,870–523,907
Liquid milk168,9868,25263,282240,520
Other33,69718,41731152,425
559,720583,42163,5931,206,734
2020
Continuing operations
Discontinued
operation UK
$’000
Total
$’000
Australia and
New Zealand
$’000
China and
Other Asia
$’000
USA
$’000
Total
$’000
Infant nutrition:
China label–3 3 7,715–3 3 7,715–3 3 7,715
English and other labels
1
745,0553 41,120–1,086,175–1,086,175
Liquid milk152,5393,40066,068222,0071,396223,403
Other68,07317,161–85,234–85,234
965,667699,39666,0681,731,1311,3961,732,527
1 Revenue is allocated based on management responsibility and usually reflects the geographical location of the Group’s wholesale customers.
We understand that a significant portion of the infant nutrition sales to customers in the Australia and New Zealand segment are ultimately consumed
in China.
FINANCIAL STATEMENTS
68
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B2. Revenue (continued)
Contract balances
The following table provides information about receivables and contract liabilities from contracts with customers.
Note
2021
$’000
2020
$’000
Receivables C147, 8 3 863,595
Customer contract liabilities(4,746)(3,773)
Customer contract liabilities are payments received in advance from customers. The amount of $3,773,000 recognised in customer
contract liabilities at 30 June 2020 was recognised as revenue in the year ended 30 June 2021.
Remaining performance obligations at 30 June 2021 have an original expected duration of one year or less.
Recognition and measurement
Sales of products
The Group sells branded milk products made with milk from cows that are specially selected to produce milk that naturally contains
only the A2 protein type, to wholesale customers.
A sale is recognised when control of the product has transferred, being when the product is delivered to the customer and there is no
unfulfilled obligation that could affect the customer’s acceptance of the product. Delivery occurs when the product has been shipped
to the location specified by the customer and the customer accepts the product.
Revenue from sales is recognised based on arrangements as agreed with the customer. These arrangements are applied on an order
by order basis and do not commit the customers to purchase a specified quantity or type of product; nor do they commit the Group to
deliver a specified quantity or type of product. The arrangements set out the terms and conditions that apply to the parties each time
an order is placed by a customer and accepted by the Group, creating a sale contract for that order. The terms and conditions cover, as
appropriate to the customer, pricing, settlement of liabilities, return policies and any other negotiated performance obligations.
Revenue is recognised after offsetting items of variable consideration such as rebates agreed with customers.
Settlement terms range from cash-on-delivery or prepaid terms to various credit terms not exceeding 60 days from end of month.
These terms reflect assessment of customer credit risk and industry practice.
Customer contract liabilities refer to payments in advance received from customers, with subsequent delivery to customers, and
recognition of revenue, generally occurring within a week of receipt of the payment.
For credit customers a receivable is recognised when the products are delivered, being the point in time that the consideration is
unconditional because only the passage of time is required before payment is due.
Interest revenue
Interest revenue is accrued on a time basis, by reference to the principal and the effective interest rate applicable, which is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
69
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B3. Results of discontinued operation
In August 2019, the Board announced its decision to withdraw from fresh milk operations in the UK (reported in the UK segment) to
focus instead on strengthening the Group’s position in core regions, which offer more significant scale potential and platforms for
further new product development.
All the UK fresh milk trading operations ceased in the period to 31 December 2019.
2020
$’000
Results
Revenue1,396
Expenses(3,730)
Results from operating activities(2,334)
Net finance income4
Income tax–
Results from operating activities, net of tax(2,330)
Earnings per share
Basic (cents per share)(0.32)
Diluted (cents per share)(0.31)
Cash flow
Operating(4,452)
Investing–
Net cash outflow for the period(4,452)
B4. Expenses
2021
$’000
2020
$’000
Profit before income tax includes the following significant items:
Salary and wage costs62,86069,830
Equity settled share-based payments (refer Note F2)1,8358,331
Directors’ fees and expenses1,0 401,079
Audit fees (refer Note F3)1,410970
Bad and doubtful debts1779
Insurance20,37111, 2 3 4
Professional service fees13,13829,070
ERP project costs
1
9,69590
Depreciation and amortisation7, 4 5 34,393
Net foreign exchange loss8,9561,434
Mataura Valley Milk Limited acquisition costs (refer Note E2) 10,376–
Greenhouse Gas emission reduction initiatives and carbon credits
2
2,6424,876
1 ERP project costs include costs of configuring and customising software in a Cloud Computing Service Agreement.
2 The value of greenhouse gas emission reduction initiatives and carbon credits in the prior period consists of carbon credits offsetting emissions for FY19
and FY20. For FY21, carbon credits were purchased to offset direct emissions, with the remaining funding that would have been used to purchase carbon
credits for indirect emissions redeployed to progress initiatives targeting the long-term decarbonisation of the Group’s supply chain.
FINANCIAL STATEMENTS
70
B5. Finance costs
2021
$’000
2020
$’000
Interest expense – lease liabilities699389
Finance costs7159
770448
B6. Earnings per share (EPS)
20212020
Profit/(loss) attributable to members of the Company:
Continuing operations ($’000)80,658388,167
Discontinued operation ($’000)–(2,330)
Profit attributable to members of the Company used in calculating basic and diluted EPS ($’000)80,658385,837
Weighted average number of ordinary shares (‘000) for basic EPS742,456736,467
Effect of dilution due to partly paid ordinary shares, share options and time-based and
performance rights (‘000)2933,879
Weighted average number of ordinary shares (‘000) for diluted EPS742,749740,346
Earnings per share
Basic EPS (cents)10.8652.39
Diluted EPS (cents)10.8652.12
Earnings per share – continuing operations
Basic EPS (cents)10.8652.71
Diluted EPS (cents)10.8652.43
Recognition and measurement
Basic EPS is calculated as net profit attributable to members of the Company, adjusted to exclude any costs of servicing equity (other
than dividends), divided by the weighted average number of ordinary shares outstanding during the financial year.
Diluted EPS adjusts basic EPS for the dilutive effect of employee share rights and options that may be converted into ordinary shares in
the Company.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
THE a
2 MILK COMPANY ANNUAL REPORT 2021
71
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B7. Income taxes
2021
$’000
2020
$’000
Income tax recognised in profit or loss
Current tax 65,82018 3,171
Deferred tax origination and reversal of temporary differences(25,647)(11, 27 7 )
Adjustments in respect of current income tax of previous year (1,566)(6,659)
Total tax expense38,607165,235
The prima facie income tax on pre-tax accounting profit from operations reconciles to:
Profit from continuing operations119, 265553,402
Loss from discontinued operation–(2,330)
Accounting profit before income tax119, 265551,072
Income tax expense calculated at 28% (2020: 28%)33,394154,30 0
Difference in income tax rates: UK 19% (2020: 19%), Australia 30% (2020: 30%),
USA 24% (2020: 24%), and China 25% (2020: 25%)2,5667, 26 3
Non-deductible expenses and non-assessable income3,1911,50 0
Prior period adjustment to tax expense(5,243)(5,975)
Foreign tax credits forfeited726(45)
Income tax recognised in equity(219)5,554
Deferred tax asset not recognised4,1922,638
Total tax expense38,607165,235
Income tax expense – continuing operations38,607165,235
Income tax attributable to discontinued operation––
38,607165,235
Income tax recognised directly in equity
Current tax219(6,274)
Deferred tax747(9,241)
Tax expense/(benefit) in equity966(15,515)
FINANCIAL STATEMENTS
72
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B7. Income taxes (continued)
Deferred tax balances
Deferred tax assets are only recognised in the financial statements to the extent that it is probable that sufficient taxable profits will be
available, against which the tax asset can be utilised.
2021
Opening
balance
$’000
Charge to
comprehensive
income
$’000
Charge to
equity
$’000
Closing
balance
$’000
Gross deferred tax assets
Patents71444–515
Provisions and accrued expenses16,60933,200–49,809
Tax losses305(51)–254
Employee share scheme10,104(8,969)(812)323
Other1,4 871,6 4 4–3,131
28,57626,268(812)54,032
Gross deferred tax liabilities
Property, plant and equipment(375)(556)–(931)
Net deferred tax 28,20125,712(812)53,101
Charge to profit or loss25,647
Charge to other comprehensive income65
25,712
2020
Opening
balance
$’000
Charge to
comprehensive
income
$’000
Charge to
equity
$’000
Closing
balance
$’000
Gross deferred tax assets
Patents72(1)–71
Provisions and accrued expenses7, 5 6 29,047–16,609
Tax losses28421–305
Employee share scheme–9019,20310,104
Other1891,298–1,4 87
8 ,10711, 26 69,20328,576
Gross deferred tax liabilities
Property, plant and equipment(424)49–(375)
Net deferred tax 7, 6 8 311, 3159,20328,201
Charge to profit or loss11, 27 7
Charge to other comprehensive income38
11, 315
THE a
2 MILK COMPANY ANNUAL REPORT 2021
73
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B7. Income taxes (continued)
Deferred tax balances (continued)
Net deferred tax balances recognised in the financial statements
2021
$’000
2020
$’000
Net deferred tax assets53,10128,201
Net deferred tax liabilities––
Net deferred tax53,10128,201
Tax losses
The Group has the following estimated gross tax losses at balance date not recognised:
2021
$’000
2020
$’000
United States of America5 7, 5 6 742,517
Australia8442,493
Total5 8 , 41145,010
Imputation and franking credits
The Company is a New Zealand company which has elected to maintain an Australian franking credit account. The imputation credit
and franking credit balances represent the sum of the imputation credit and franking credit account balances of all Group companies
stated on an accrual basis. The ability to use the imputation and franking credits is dependent upon the ability of Group companies to
declare dividends. The franking credit account balance is stated in NZD, with the balance available for distribution dependant on future
exchange rate movements.
Imputation and franking credits available within the Group, and ultimately available to the shareholders of the Company:
2021
$’000
2020
$’000
Imputation credits52,73143,987
Franking credits422,760406,265
FINANCIAL STATEMENTS
74
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2021
B7. Income taxes (continued)
Recognition and measurement
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited or debited
in other comprehensive income or equity, in which case that tax is recognised in other comprehensive income or equity respectively; or
where they arise from the initial accounting for a business combination.
The tax currently payable is based on taxable profit for the year. The Group’s liability for current tax is calculated using tax rates that
have been enacted or substantively enacted by the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised on differences between the carrying amount of assets and liabilities in the financial statements and the
corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method.
Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets are generally recognised
for all deductible temporary differences to the extent that it is probable that taxable profits will be available in the future against which
those deductible temporary differences can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled
or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. The
measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Group expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
The carrying amount of deferred tax assets is reviewed at each reporting date for recoverability. Likewise, unrecognised tax assets (not
booked to balance sheet) are re-assessed at each reporting date, and recognised, to the extent that future taxable profits are deemed
likely to allow the asset to be recovered.
Key estimates and judgements
Recovery of deferred tax assets
Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences, to the extent
that it is probable that future taxable profits will be available against which they can be used.
Judgement is required when deferred tax assets are reviewed at each reporting date. Deferred tax assets may be reduced to the
extent that it is no longer probable that future taxable profits will be available.
Assumptions about the generation of future taxable profits depend on management’s estimates of future cash flows. Changes in
expectations for the future performance of the business may impact the amount of deferred tax assets recoverable and recognised
on the consolidated statement of financial position and the amount of other tax losses and temporary differences not yet recognised.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
75
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C. Operating assets and liabilities
This section provides details of the Group’s operating assets, and liabilities incurred as a result of trading activities, used to generate
the Group’s performance.
C1. Trade and other receivables
2021
$’000
2020
$’000
Trade receivables from contracts with customers47, 8 3 863,595
Allowance for impairment(107)(99)
Goods and services tax11,3902,885
Other receivables6,1634,319
65,28470,700
The Group’s exposure to credit risks and impairment losses related to trade and other receivables are disclosed in Note D2: Financial
risk management.
Recognition and measurement
Trade receivables from contracts with customers are recognised initially at their transaction price. Other receivables are recognised
initially at fair value. Subsequent to initial recognition, they are measured at amortised cost using the effective interest rate method,
less any lifetime expected credit losses.
C2. Inventories
2021
$’000
2020
$’000
Raw materials 16,30910,306
Finished goods 89,57968,457
Goods in transit6,31668,569
Total inventories at the lower of cost and net realisable value112, 20 4147, 3 32
During the year $108,578,000 (2020: $3,773,000) was recognised as an expense in cost of sales for inventories written down or
written off, including costs of disposal.
Inventory levels increased during the year as a consequence of managing the uncertainties and complexities of COVID-19 impacting
supply chains. Due to the ongoing challenges in the infant nutrition category, the rundown of this inventory was slower than
expected. Older infant nutrition inventory has been written off and has or will be destroyed.
Recognition and measurement
Inventories are valued at the lower of cost and net realisable value. Cost is calculated using standard costing or weighted average
methods. Standard costs are regularly reviewed and, if necessary, revised to reflect actual costs.
Net realisable value represents the estimated selling price in the ordinary course of business, less estimated costs of completion and the
estimated costs necessary to make the sale.
Key estimates and judgements
Recovery of inventory
Estimation of net realisable value includes assessment of expected future turnover of inventory held for sale and the expected
future selling price of such inventory. Changes in trading and economic conditions may impact these estimations in future periods.
FINANCIAL STATEMENTS
76
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C3. Trade and other payables
Trade and other payables – current
2021
$’000
2020
$’000
Trade payables40,986129,951
Rebates and promotional allowances70,12734,420
Accrued charges13 7, 25 791,632
Employee entitlements17, 92625,916
266,296281,919
Trade and other payables – non-current
2021
$’000
2020
$’000
Employee entitlements511392
Recognition and measurement
Trade payables are initially recognised at fair value, and subsequently carried at amortised cost using the effective interest rate method.
They represent liabilities recognised when the Group becomes obligated to make future payments resulting from the purchase of
goods and services. The amounts are unsecured.
Accrued charges represent amounts payable for supplies and services received but not invoiced at the reporting date.
Employee entitlements
Provision is made for benefits accruing to employees in respect of wages and salaries, bonuses, annual leave, and long service leave
when it is probable that settlement will be required and they are capable of being measured reliably.
Provisions made in respect of employee benefits expected to be settled within 12 months are measured at their nominal values using
the remuneration rate expected to apply at the time of settlement.
Provisions made in respect of employee benefits which are not expected to be settled within 12 months are measured as the present
value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to the
reporting date.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
77
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C4. Property, plant and equipment
2021
Office &
computer
$’000
Furniture &
fittings
$’000
Leasehold
improvements
$’000
Plant &
equipment
$’000
Total
$’000
Carrying amount 1 July 20201,0 0 43133,5079,38214,206
Additions 3896661,5563,0625,673
Disposals––(7)–(7)
Depreciation(741)(140)(830)(1,050)(2,761)
Net foreign currency exchange differences284(25)(216)851
Carrying amount 30 June 20219368144,01011, 4 0217,16 2
Cost2,0721,18 65,46420,24428,966
Accumulated depreciation(1,13 6)(372)(1,454)(8,842)(11, 8 0 4)
Carrying amount 30 June 20219368144,01011, 4 0217,16 2
2020
Office &
computer
$’000
Furniture &
fittings
$’000
Leasehold
improvements
$’000
Plant &
equipment
$’000
Total
$’000
Carrying amount 1 July 20193302504969,22010,296
Additions 1,0131313,4431,2135,800
Disposals––(143)–(143)
Depreciation(343)(74)(320)(1,227)(1,96 4)
Net foreign currency exchange differences4631176217
Carrying amount 30 June 20201,0 0 43133,5079,38214,206
Cost1,7245384,34717, 2 3 523,844
Accumulated depreciation(720)(225)(840)( 7, 8 5 3)(9,638)
Carrying amount 30 June 20201,0 0 43133,5079,38214,206
Recognition and measurement
All items of property, plant and equipment are stated at cost less accumulated depreciation and impairment. Cost includes expenditure
that is directly attributable to the acquisition of the item.
Depreciation is calculated on a straight-line basis so as to write off the net cost of the asset over its expected useful life to its estimated
residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect
of any changes in estimate accounted for on a prospective basis. The following estimated useful lives are used in the calculation
of depreciation:
Office and computer equipment2–10 years
Furniture and fittings5 –10 years
Leasehold improvements2–12 years
Plant and equipment10 –15 years
The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic
benefits are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net
disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.
FINANCIAL STATEMENTS
78
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C5. Investment property
In September 2020 the Group acquired the manufacturing facilities of the Kyvalley Dairy Group (Kyvalley), the Group’s long-term
fresh milk supplier in Victoria. Kyvalley will continue to operate the facility under a long-term operating lease and a long-term
supply agreement.
The investment property acquired, at a total cost of $16,352,000, consists of land, buildings and integral plant and equipment subject
to the lease, and transaction costs.
Under the agreement the Group will also undertake a future expansion and upgrade of the facility, subsidised by increased rent.
2021
Land
$’000
Buildings
$’000
Plant &
equipment
$’000
Work in
progress
$’000
Total
$’000
Acquisition 2905,26710,795–16,352
Additions –––864864
Depreciation–(150)(599)–(749)
Net foreign currency exchange differences34995–147
Carrying amount 30 June 20212935,16 610,29186416,614
Cost2935,31610,89086417, 3 6 3
Accumulated depreciation–(150)(599)–(749)
Carrying amount 30 June 20212935,16 610,29186416,614
Profit arising from investment property
2021
$’000
Rental income804
Direct operating expenses (including repairs and maintenance) generating rental income –
Direct operating expenses (including repairs and maintenance) that did not generate rental income–
804
Future minimum rentals receivable under operating lease
2021
$’000
Not longer than 1 year1,075
Longer than 1 year and not longer than 5 years4,301
Longer than 5 years16,043
Total undiscounted lease payments to be received21,419
Measurement of fair value
The investment property was purchased in September 2020. The Group has not engaged an independent valuer for the current period
and the fair value of $15,237,000 at reporting date has been determined by the directors with reference to the purchase price given
the short period of time that has elapsed since the purchase. Directors consider that the purchase price, less stamp duty to be a
reasonable approximation of fair value as at 30 June 2021.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
79
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C5. Investment property (continued)
Recognition and measurement
Investment property
The purchase and upgrade of the Kyabram site is a strategic investment to ensure quality of products and processing capacity. The
related long-term product supply agreement entered into alongside the investment provides ongoing supply from KyValley’s
contracted A2 beta casein protein milk pool.
Investment property is held primarily to earn rental income and capital appreciation. It is measured initially at cost, including
transaction costs such as transfer taxes and professional fees for legal services. Subsequent to initial recognition, the Group has elected
to measure investment property using the cost model (carried at historical cost less accumulated depreciation and impairment).
Depreciation is calculated on a straight-line basis so as to write off the net cost of the asset over its expected useful life to its estimated
residual value. The estimated useful lives, residual values and depreciation methods are reviewed at each year end, with the effect of
any changes in estimate accounted for on a prospective basis. Land is not depreciated. The following estimated useful lives are used in
the calculation of depreciation:
Buildings30 years
Plant and equipment15 years
The carrying value of an item of property, plant and equipment is derecognised either upon disposal or when no future economic
benefits are expected from the asset. Any gain or loss arising from the derecognition (representing the difference between the net
disposal proceeds and the carrying amount of the asset) is included in profit or loss when the asset is derecognised.
Work in progress expenditure is capitalised only when the Group can demonstrate the potential for the asset to generate future
economic benefits on completion; and the ability to measure reliably the expenditure attributable to the asset during its development.
Depreciation commences when the asset is available for use.
Rental income
Rental income arising from operating leases on investment property is accounted for on a straight-line basis over the lease term, and is
included in other revenue in the consolidated statement of comprehensive income.
FINANCIAL STATEMENTS
80
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C6. Intangible assets
2021
Patents
$’000
Trademarks
$’000
Software
$’000
Project
development
$’000
Goodwill
$’000
Total
$’000
Carrying amount 1 July 20208153,4323119578 ,12513,6 4 0
Additions643801,19 4––1,638
Disposals––(77)––(77)
Transfers––973(973)––
Amortisation(73)–(68)––(141)
Net foreign currency exchange
differences––14164777
Carrying amount 30 June 20218063,8122,347–8 ,17215,137
Cost1,4093,8123,998–8 ,17217,391
Accumulated amortisation and
impairment(603)–(1,651)––(2,254)
Carrying amount 30 June 20218063,8122,347–8 ,17215,137
2020
Patents
$’000
Trademarks
$’000
Software
$’000
Project
development
$’000
Goodwill
$’000
Total
$’000
Carrying amount 1 July 20198353,1873416657, 9 5 712,985
Additions52245181944–1,422
Transfers––(100)(665)–(765)
Amortisation(72)–(111)––(183)
Net foreign currency exchange
differences–––13168181
Carrying amount 30 June 20208153,4323119578 ,12513,6 4 0
Cost1,3463,4321,8909708 ,12515,763
Accumulated amortisation and
impairment(531)–(1,579)(13)–(2,123)
Carrying amount 30 June 20208153,4323119578 ,12513,6 4 0
Trademarks are allocated to the following cash generating units (CGUs) for the purpose of impairment testing: Australia and
New Zealand $283,000 (2020: $323,000); China and other Asia $3,376,000 (2020: $2,984,000); USA $153,000 (2020: $125,000).
During the year the total value of research and development costs expensed was $2,506,000 (2020: $4,332,000).
Recognition and measurement
The costs of intangible assets other than goodwill are capitalised where there is sufficient evidence to support the probability of the
expenditure generating future economic benefits for the Group.
The costs of configuring or customising a supplier’s application software in a Cloud Computing Software as a Service agreement are
expensed as incurred. Costs of $8,169,000 (2020: $nil) are included in administrative expenses in the consolidated statement of
comprehensive income.
Patents
Patents are considered to have a finite life and are amortised on a straight-line basis over the lifetime of the patent.
Trademarks
Trademarks are not subject to amortisation as they are considered to have an indefinite life and are tested for impairment annually and
whenever there is an indication that the asset may be impaired.
Software
Software is amortised on a straight-line basis over 2 to 3 years.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
81
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C6. Intangible assets (continued)
Recognition and measurement
Project development costs
Project development expenditure is capitalised only when the Group can demonstrate: the technical feasibility of completing the
intangible asset so that it can be available for use or sale; the potential for the asset to generate future economic benefits on
completion; and the ability to measure reliably the expenditure attributable to the asset during its development. Amortisation
commences when the asset is available for use.
Project development costs are amortised over a maximum useful life of 5 years.
Goodwill
Goodwill is recognised on business acquisitions, representing the excess of the cost of acquisition over the Group’s interest in the net
fair value of the identifiable assets, liabilities and contingent liabilities of the business recognised at the date of acquisition.
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. For
the purposes of impairment testing, goodwill acquired in a business combination is, from the date of acquisition, allocated to the
Group’s cash-generating units that are expected to benefit from the synergies of the combination.
Impairment testing for cash-generating units (CGUs) containing goodwill
Goodwill allocation
For the purposes of impairment testing, goodwill is allocated to the Australia and New Zealand CGU, being the lowest level within the
Group at which goodwill is monitored by internal management.
The movement in Australia and New Zealand goodwill is attributable to foreign exchange movements.
Recognition and measurement
Impairment testing of non-financial assets
Assets that have an indefinite useful life, such as goodwill and trademarks, are not amortised but are tested annually for impairment.
Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount
exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows
(cash-generating units).
Impairment losses are recognised in the consolidated statement of comprehensive income. They are allocated first to reduce the
carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amount of the other assets in the CGU on a
pro-rata basis.
An impairment loss in respect of goodwill is not reversed. Non-financial assets other than goodwill that have been impaired are
reviewed for possible reversal at each reporting date. 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 had been recognised.
Key estimates and judgements
Goodwill and intangibles
Judgements are made with respect to identifying and valuing intangible assets on acquisitions of new businesses.
The Group assesses whether goodwill and intangibles with indefinite useful lives are impaired at least annually. These calculations
involve judgements to estimate the recoverable amount of the cash-generating units to which the goodwill and intangibles with
indefinite useful lives are allocated.
FINANCIAL STATEMENTS
82
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C6. Intangible assets (continued)
Annual impairment testing as at 30 June 2021
The recoverable amount of goodwill and trademarks has been determined on a value in use basis using a discounted cash flow
approach, and projections based on financial budgets approved by the Board, and 4-year forward plans supplied by management.
Key assumptions
Discount rates (pre-tax): 7.6% (2020: 6.8% to 7.0%)
Terminal growth rate: 2.0% (2020: 2.0%)
Sensitivity to change in assumptions
The calculation of value in use is most sensitive to the following assumptions:
—Gross margins
—Discount rates
—Revenue growth during the forecast period
—Growth rates used to extrapolate cash flows beyond the forecast period (terminal growth rate)
Gross margins – Gross margins are based on budgeted margins for FY22, and estimates for future years, adjusted where appropriate
to account for expected future trading conditions. Consideration has been given to the growth profile of each CGU when forecasting
future margin returns.
Discount rates – Discount rates represent the risks specific to each CGU, taking into consideration the time value of money and
individual risks of the underlying cash flows expected from the CGU being assessed. CGU specific risk is incorporated by applying
individual beta factors. The discount rate calculation is based on the specific circumstances of the Group and its CGUs and is derived
from its weighted average cost of capital (WACC). The WACC considers both debt and equity. The cost of equity is derived from the
expected return on investment by the Group’s investors. Noting that the Group had no debt at 30 June 2021, the cost of debt is based
on the capital structure that could be expected from a similar market participant.
Revenue growth – Revenue projections have been constructed with reference to the FY22 budget and 4-year forward looking plans,
and adjusted for recent performance trends across the regions (where necessary).
Terminal growth rate – A terminal growth rate of 2.0% has been used for future cash flow growth beyond the forecast period.
The terminal value (being the total value of expected cash flows beyond the forecast period) is discounted to present values using the
discount rate specific to each CGU.
As at 30 June 2021, the recoverable amount of the Group’s CGUs exceeds their carrying amounts. The directors believe that no
reasonably possible change in any of the key assumptions would cause the recoverable amount of these CGUs to be less than their
carrying values. Based on this assessment, no impairment write downs are considered necessary.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
83
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OPERATING ASSETS AND LIABILITIES
FOR THE YEAR ENDED 30 JUNE 2021
C7. Other financial assets
2021
$’000
2020
$’000
Listed investment at fair value15 7, 8 0 3252,580
The listed investment is in Synlait Milk Limited (Synlait). Synlait is a dairy processing company (listed on the NZX and the ASX) with
which the Group has an ongoing Nutritional Powders Manufacturing and Supply Agreement. No dividends were received from this
investment during the year (2020: $nil)
In November 2020 the Company participated in Synlait’s institutional placement of securities, acquiring an additional 7,777,863 shares
for $39,841,000. There was no change to the Company’s total percentage holding in Synlait, which remains at 19.8%
(30 June 2020: 19.8%).
A fair value loss of $134,618,000 (2020: loss $56,083,000) was recognised in other comprehensive income for the year.
Shareholding in Synlait Milk Limited
Movements in the period
Shares
‘000
Cost
$‘000
Share price at
report date
$
Market
Value
$‘000
Mark to
market
$’000
Balance 30 June 2020 35,575 248,940 7.10 252,580 3,640
Placement 7,7 7 8 39,8 41
Balance 30 June 202143,353288,781 3.6415 7, 8 0 3(130,978)
Fair value loss in period (134,618)
Recognition and measurement
This listed investment is a long-term investment classified as a financial asset measured at fair value through other comprehensive
income. The Group does not control or have significant influence over the investee.
Unrealised gains or losses arising from changes in fair value are recognised through other comprehensive income in the fair value
revaluation reserve within equity.
FINANCIAL STATEMENTS
84
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D. Capital and financial risk management
This section outlines how the Group manages its capital structure and its exposure to financial risk, and provides details of its balance
sheet liquidity and access to financing facilities.
D1. Capital management
The Group’s objective when managing its capital is to safeguard the Group’s ability to continue as a going concern and to continue to
generate value for stakeholders. The Group is not subject to externally imposed capital requirements, and currently has no debt.
The Group’s capital structure may be modified by payment of dividends to shareholders, returning capital to shareholders, or issuing
new shares.
The Board is currently of the view that there is greater opportunity to create value by investing in the business and through potential
acquisition than by returning capital to shareholders either via a buyback or by introducing a dividend at this stage in the Company’s
development. Capital management options will continue to be an important consideration in the broader capital planning process and
will continue to be reviewed by the Board on an ongoing basis.
The Company’s Board of Directors reviews the capital structure at least twice a year before announcing results.
D2. Financial risk management
Financial risk management objectives
Exposure to credit risk, market risk (including currency risk, commodity price risk, and equity price risk), and liquidity risk arises in the
normal course of the Group’s business.
The Group’s financial risk management processes and procedures seek to minimise the potential adverse impacts that may arise from
the unpredictability of financial markets.
The Group’s corporate finance function provides treasury services to the business, co-ordinates access to domestic and international
financial markets, and monitors and manages liquidity and the financial risks relating to the operations of the Group through internal
risk reports which analyse exposures by degree and magnitude of these risks.
Policies and procedures are reviewed periodically to reflect both changes in market conditions and changes in the nature and volume
of Group activities.
The Group does not enter into or trade financial instruments, including derivative financial instruments, for speculative or hedging
purposes. Specific risk management objectives and policies are set out below.
The Group uses various methods to measure different types of risk exposures. These methods include ageing analysis for credit risk,
and sensitivity analysis in the case of foreign exchange risks and equity price risk.
Credit risk management
Credit risk is the risk of financial loss to the Group if a customer or the counterparty to a financial instrument fails to meet its
contractual obligations, and arises principally from the Group’s receivables from customers.
2021
$’000
2020
$’000
Maximum exposures to credit risk at balance date:
Cash and short-term deposits (counterparty risk)875,15 085 4,178
Trade receivables (customer credit risk)47, 8 3 863,595
922,988917,7 7 3
THE a
2 MILK COMPANY ANNUAL REPORT 2021
85
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D2. Financial risk management (continued)
Counterparty risk
At balance date, the Group’s bank accounts were held with banks with acceptable credit ratings determined by recognised credit
agencies, including National Australia Bank, ANZ Bank, Westpac, ASB Bank, Bank of New Zealand, HSBC Bank,
JP Morgan Chase Bank and Lloyds Bank. The Group does not have any other concentrations of counterparty credit risk.
Customer credit risk
The Group’s exposure to customer credit risk is influenced mainly by the individual characteristics of each customer. The majority of
sales are to major retailers and other significant customers with established creditworthiness and minimum levels of default. Other
sales are made cash on delivery.
New customers are analysed individually for creditworthiness, taking into account credit ratings where available, financial position,
previous trading experience and other factors.
In monitoring customer credit risk, customers are assessed individually by their debtor ageing profile. Monitoring of receivable balances
on an ongoing basis minimises the exposure to bad debts. Historically, bad debt write-offs have been negligible.
There are significant concentrations of business within the Group. In 2021, 22% of sales with credit terms were to three customers
(2020: 24% of sales to three customers). There is no history of default for these customers.
The provision for impairment is recognised based on an assessment of lifetime expected credit loss.
Ageing of trade receivables at the reporting date
GrossImpairmentGrossImpairment
2021
$’000
2021
$’000
2020
$’000
2020
$’000
Not past due40,420–51,343–
Past due up to 90 days6,082–10,492–
Past due 91 to 180 days442(15)732(45)
Past due 181 days to one year600(57)1,0 02(54)
More than one year294(35)26–
47, 8 3 8(107)63,595(99)
The average credit period on sales is 17 days (2020: 16 days). No interest is charged on trade receivables outstanding.
Movement in impairment allowance for expected credit loss
2021
$’000
2020
$’000
Balance at beginning of year9920
Amount charged to the consolidated statement of comprehensive income1779
Provisions reversed(9)–
10799
FINANCIAL STATEMENTS
86
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D2. Financial risk management (continued)
Market risk
Market risk is the risk that changes in market prices will affect the Group’s income or the value of its holdings in financial instruments.
The Group’s activities expose it primarily to the financial risks of change in foreign currency exchange rates to the NZ dollar. Prices
charged by manufacturers (including pricing of whole and skim milk powders) are subject to movements in commodity milk pricing.
The Group’s holding of a listed investment also exposes it to equity price risk.
Market risk exposures are monitored by management on an ongoing basis and there has been no change during the year to the
Group’s exposure to market risks or the way it manages and measures risk.
Foreign currency risk management
The Group’s exposure to foreign currency risk arises principally from its operations in Australia, the US, and China; and the resultant
movements in the currencies of those countries against the NZ dollar. The Group does not hedge this risk, but may transfer cash
balances from time-to-time between currencies to reduce exposure or to match underlying liabilities. As at 30 June 2021,
approximately 72% of the Group’s cash and short-term deposits were held in NZ dollars to assist in managing risk associated with NZ
dollar liabilities.
Expressed in NZ dollars, the table below indicates exposure and sensitivity to movements in exchange rates on the profit or loss of the
Group based on closing exchange rates as at 30 June, applied to the Group’s financial assets/(liabilities) at 30 June. Exchange rates and
assets and liabilities held in foreign currencies will fluctuate over the course of normal operations.
The analysis is performed consistently from year to year.
2021
Net exposure
on reporting
date
Impact on
pre-tax profit or (loss)
$’000$’000$’000
Movement on exchange rate–+10%–10%
AU Dollar2,416268(220)
US Dollar68,5767, 6 21(6,233)
GB Pound6,314702(574)
Chinese Yuan Renminbi( 97, 6 0 2)(10,845)8,873
2020
Net exposure
on reporting
date
Impact on
pre-tax profit or (loss)
$’000$’000$’000
Movement on exchange rate–+10%–10%
AU Dollar36140(33)
US Dollar31,3103,478(2,847)
GB Pound6,549728(595)
Chinese Yuan Renminbi(16,503)(1,834)1,50 0
As the foreign currency denominated monetary financial instruments of the Group consist only of cash, and trade and other
receivables and payables, foreign exchange movements do not have any impact on equity, other than the above-mentioned impact
on profit or loss.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
87
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D2. Financial risk management (continued)
Foreign currency risk management (continued)
Exchange rates
The following significant exchange rates applied during the year:
Average rateReporting date spot rate
2021202020212020
AU Dollar0.93080.94800.93010.9355
US Dollar0.69650.63500.70340.6444
GB Pound0.51520.50530.50690.5185
Chinese Yuan Renminbi4.60794.47724.54264.5612
Equity price risk
The Group is exposed to equity price risk on its listed investment classified and measured at fair value through other comprehensive
income (FVOCI). This risk is not hedged.
The Group monitors this risk exposure by comparing the movement in the quoted share price of this long-term investment against
movements in the S&P/NZX 50 Index over the same period.
As at 30 June 2021, the exposure to the listed investment at FVOCI was $157,803,000 (2020: $252,580,000). A 10% increase or
decrease in the share price of this listed investment would result in an increase or decrease of $15,780,000 (2020: $25,258,000) in the
fair value revaluation reserve through other comprehensive income, with no effect on profit or loss.
Liquidity risk management
Liquidity risk is the risk that the Group will be unable to meet its obligations as they fall due. This risk is managed by establishing a
target minimum liquidity level, ensuring that ongoing commitments are managed with respect to forecast available cash inflows.
The Group holds significant cash reserves which enable it to meet its obligations as they fall due, and to support operations in the
event of unanticipated external events.
The Group has no borrowings (2020: Nil).
Contractual maturities of financial liabilities
The Group’s financial liabilities consist entirely of trade payables and accruals, with no interest payable.
2021
$’000
2020
$’000
Financial liabilities
Trade payables40,986129,951
Rebates and promotional allowances70,12734,420
Accrued charges13 7, 25 791,632
248,370256,003
Maturity profile of the Group’s trade payables and accruals
2021
$’000
2020
$’000
Payable:
Less than 3 months236,829247, 93 5
3 to 6 months11,5 418,068
248,370256,003
The maturity analysis of future undiscounted lease liability payments is included in Note D7.
FINANCIAL STATEMENTS
88
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D2. Financial risk management (continued)
Fair values
Fair value hierarchy
Financial instruments carried at fair value are classified by valuation method based on the following hierarchy:
—Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities
—Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as
prices) or indirectly (i.e. derived from prices)
—Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs)
The listed investment, classified as a financial asset measured at fair value through other comprehensive income, is the only financial
instrument carried by the Group at fair value, with a Level 1 valuation method applied. Carrying amount (equalling fair value) is applied
consistently in the current and prior year to assets and liabilities not recognised in the consolidated statement of financial position at
fair value.
The following methods and assumptions are used in estimating the fair values of financial instruments:
—listed investment – closing share price as at 30 June 2021 on the NZX; and
—cash and short-term deposits, trade and other receivables and payables – carrying amount equals fair value.
D3. Cash and short-term deposits
2021
$’000
2020
$’000
Cash at banks and on hand531,469413,032
Short-term deposits343,6814 41,14 6
875,15 085 4,178
Bank balances and cash comprise cash held by the Group. Interest is earned at floating rates based on daily bank deposit rates. The
carrying value of cash assets approximates their fair value.
Cash at banks and on hand includes AUD 80,404,000 (2020: AUD 67,039,000), GBP 3,344,000 (2020: GBP 3,396,000),
USD 67,743,000 (2020: USD 40,158,000), and RMB 278,312,000 (2020: RMB 134,648,000).
Recognition and measurement
Cash and cash equivalents in the consolidated statement of financial position comprise cash at bank and on hand and short-term
deposits with an original maturity of three months or less that are readily convertible to known amounts of cash, and which are
subject to an insignificant risk of changes in value.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
89
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D4. Cash flow information
Reconciliation of after tax profit with net cash flows from operating activities
2021
$’000
2020
$’000
Net profit for the year80,658385,837
Adjustments for non-cash items:
Depreciation and amortisation 7, 4 5 34,393
Loss on disposal84905
Gain on termination of lease (9)–
Share-based payments1,8358,331
Net foreign exchange loss/(gain)3,766(573)
Deferred tax(25,824)(5,040)
Changes in working capital:
Trade and other receivables5,416(4,452)
Prepayments28,517(6,643)
Inventories35,128(38,879)
Trade and other payables(15,819)108,572
Customer contract liabilities9732,342
Income tax receivable(16,435)–
Income tax payable(16,328)( 27, 3 8 2)
Net cash inflow from operating activities89,4154 27, 411
D5. Share capital
Movements in contributed equity:
20212020
Number
of shares
Share capital
$’000
Number
of shares
Share capital
$’000
Fully paid ordinary shares:
Balance at beginning of year739, 8 3 0,151146,933735,048,40514 4,495
Movements in the period:
Exercise of options3,200,0002,0163,800,0002,394
Vesting of performance rights320,000–848,000–
Vesting of time-based rights38,820–122,18 4–
Gift shares7,14 4–3,693–
Share match programme14,6751917, 8 6 9115
Share issue costs–(19)–(71)
3,580,6392,18 84,781,7462,438
Balance at end of year743,410,790149,121739, 8 3 0,151146,933
Holders of fully paid ordinary shares are entitled to receive dividends as may be declared from time to time and are entitled to one vote
per share at shareholders’ meetings.
The Company does not have authorised capital or par value in respect of its issued shares.
FINANCIAL STATEMENTS
90
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D6. Nature and purpose of reserves
Employee equity settled payments reserve
The employee equity settled payments reserve is used to record the value of share-based payments provided to employees and
contractors, including key management personnel.
Fair value revaluation reserve
The fair value revaluation reserve is used to record movements in the fair value of listed investments classified as financial assets
measured at fair value through other comprehensive income.
Foreign currency translation reserve
The foreign currency translation reserve is used to record exchange differences arising from the translation of the financial statements
of foreign operations.
Treasury shares reserve
The treasury shares reserve comprises the cost, net of any tax effects, of the Company’s shares purchased and held by the trustee of
the a2MC Group Employee Share Trust to be available solely for participants in Group employee share plans. When treasury shares
subsequently vest to employees under employee share plans, the carrying value of the vested shares is transferred to the employee
equity settled payments reserve. During the year no Company shares were acquired by the Trust (2020: 770,747 shares acquired for
$12,655,000). As at 30 June 2021, the Trust held 362,823 of the Company’s shares (2020: 743,676 shares).
Movements on these reserve accounts are set out in the consolidated statement of changes in equity.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
91
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D7. Leases
Group as lessee
The Group has entered into leases for office and industrial premises, motor vehicles and equipment. There are no financial restrictions
placed upon Group entities by entering into these leases. The Group has the option, under some leases, to lease the assets for
additional terms. All lease contracts with options to renew contain market review clauses in the event that an option to renew is
exercised.
Right-of-use assets
Carrying amounts of right-of-use assets recognised and movements during the period:
2021
Leased
property
$’000
Office &
computer
$’000
Plant &
equipment
$’000
Total
$’000
Carrying amount 1 July 202015,76 411526516,14 4
Additions 2,95213753,040
Depreciation(3,596)(27)(179)(3,802)
Net foreign currency exchange differences(81)–1(80)
Carrying amount 30 June 202115,03910116215,302
Cost19,70114646920,316
Accumulated depreciation(4,662)(45)(307)(5,014)
Carrying amount 30 June 202115,03910116215,302
2020
Leased
property
$’000
Office &
computer
$’000
Plant &
equipment
$’000
Total
$’000
Carrying amount 1 July 20197, 4 9 9563147, 8 6 9
Additions 10,1747310610,353
Depreciation(2,068)(18)(160)(2,246)
Net foreign currency exchange differences15945168
Carrying amount 30 June 202015,76 411526516,14 4
Cost17,81713342718,377
Accumulated depreciation(2,053)(18)(162)(2,233)
Carrying amount 30 June 202015,76 411526516,14 4
Lease liabilities
Carrying amounts of lease liabilities and movements during the period:
2021
$’000
2020
$’000
Balance at beginning of the year16,8438 ,105
Additions3,04010,353
Gain on termination of lease(9)-
Accretion of interest699389
Payments(3,929)(2,164)
Net foreign currency exchange differences(146)160
Balance at end of the year16,49816,843
Current3,6483,407
Non-current12,85013,436
16,49816,843
FINANCIAL STATEMENTS
92
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D7. Leases (continued)
Lease liabilities (continued)
Maturity analysis of future undiscounted lease liability payments:
2021
$’000
2020
$’000
Not longer than 1 year4,1743,977
Longer than 1 year and not longer than 5 years8,2279,174
Longer than 5 years6,7286,566
Total undiscounted lease liabilities19,12919,717
Amounts recognised in profit or loss
2021
$’000
2020
$’000
Depreciation expense – right-of-use assets3,8022,246
Interest expense – lease liabilities699389
Expenses relating to short-term leases (included in Other expenses)5671,26 4
Expenses relating to low-value assets (included in Other expenses)523
Total amount recognised in profit or loss5,0733,922
Cash flows for leases
2021
$’000
2020
$’000
Total cash outflows:
Lease interest699389
Payment of lease principal3,2301,775
3,9292,16 4
Non-cash additions to right-of-use assets and lease liabilities3,04010,353
Recognition and measurement
A right-of-use asset and a lease liability are recognised at the lease commencement date.
The right-of-use asset is initially measured at cost, and subsequently at cost, less accumulated depreciation as the asset is written off
over the term of the lease, impairment losses, and any adjustments for remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments payable from the commencement date, discounted
using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.
Generally, the Group uses its incremental borrowing rate as the discount rate.
The lease liability is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is
remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the
amount expected to be payable, or changes in the assessment of whether a purchase or extension option is reasonably certain to
be exercised.
Key estimates and judgements
Determination of the lease term
Judgement is applied to determine the lease term for those lease contracts that include renewal or termination options. This
assessment impacts the lease term, which may significantly affect the amount of lease liabilities and right-of-use assets recognised.
In determining the lease term consideration is given to all facts and circumstances that create an economic incentive to exercise an
extension option, or not to exercise a termination option.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
93
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
CAPITAL AND FINANCIAL RISK MANAGEMENT
FOR THE YEAR ENDED 30 JUNE 2021
D7. Leases (continued)
Group as lessor
Refer Note C5: Investment property
D8. Capital expenditure commitments
As at 30 June 2021, there were no capital expenditure commitments (2020: $nil).
D9. Contingent liabilities
As at 30 June 2021, there were no material contingent liabilities (2020: $nil).
FINANCIAL STATEMENTS
94
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2021
E. Group structure
This section provides details of the Group structure and the entities included in the consolidated financial statements.
E1. Consolidated entities
Details of the Company’s subsidiaries at 30 June 2021 are as follows:
Parties to
Deed of Cross
Guarantee
(Note E3)
*
Principal place
of business
Proportion of
ownership interest
20212020
Parent entity:
The a2 Milk Company Limited✓New Zealand––
Subsidiaries:
The a2 Milk Company (Export) Limited –New Zealand100%100%
a2 Holdings UK Limited–New Zealand100%100%
a2 Infant Nutrition Limited✓#New Zealand100%100%
The a2 Milk Company (New Zealand) Limited. –New Zealand100%100%
a2 Australian Investments Pty. Limited ✓Australia100%100%
a2 Botany Pty Ltd–Australia100%100%
The a2 Milk Company (Australia) Pty Ltd✓Australia100%100%
a2 Exports Australia Pty Limited✓Australia100%100%
a2 Infant Nutrition Australia Pty Ltd✓Australia100%100%
The a2 Milk Company (Nutrition) Pty Ltd✓Australia100%100%
a2MC Group Employee Share Trust–Australia100%100%
The a2 Milk Company Limited –UK100%100%
The a2 Milk Company LLC–USA100%100%
The a2 Milk Company–USA100%100%
The a2 Milk Company Limited–Canada100%100%
a2 Infant Nutrition (Shanghai) Co., Ltd.–China100%100%
The a2 Milk Company (Singapore) Pte. Ltd.–Singapore100%100%
* Each party to the Deed of Cross Guarantee is a member of the ‘closed group’ under the ASIC Corporations (Wholly-owned Companies) Instrument
2016/785.
# a2 Infant Nutrition Limited is the subject of an ASIC declaration under section 601 CK(7) of the Corporations Act 2001 (Cth, Australia), providing relief
from the requirement to prepare and lodge an audited financial report in Australia.
There were no entities over which the Company gained or lost control during the year.
All subsidiaries have a balance date of 30 June, except for The a2 Milk Company Limited (UK), The a2 Milk Company LLC, and
a2 Infant Nutrition (Shanghai) Co., Ltd which have a balance date of 31 December.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
95
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2021
E1. Consolidated entities (continued)
Recognition and measurement
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group controls an entity when it is exposed to, or has rights to, variable returns
from its involvement with the entity and has the ability to affect those returns through its powers over the entity. The financial
statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date
that control ceases.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those
of the Group.
Transactions eliminated on consolidation
Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated
in preparing the consolidated financial statements.
E2. Acquisition of subsidiary
On 30 July 2021, subsequent to year-end, The a2 Milk Company Limited acquired a 75% controlling interest in Mataura Valley Milk
Limited (MVM) a dairy nutrition business, located in Southland, New Zealand.
The acquisition will enable the Group to participate in nutritional products manufacturing, provide supplier and geographical
diversification, and strengthen relationships with key strategic partners in China.
On 30 July 2021, the Company outlaid $268,506,000, allocated provisionally to the acquisition as follows:
$’000
Purchase price268,506
Less: effective date adjustment for net debt(215,234)
Purchase consideration53,272
FINANCIAL STATEMENTS
96
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2021
E2. Acquisition of subsidiary (continued)
Details of the purchase consideration, the net assets acquired and goodwill are as follows:
$’000
Purchase consideration – cash53,272
The assets and liabilities provisionally recognised as a result of the acquisition are as follows:
Fair Value provisional
recognition on acquisition
$’000
Cash and cash equivalents54,760
Trade and other receivables21,835
Inventories7,74 3
Property, plant and equipment228,913
Right-of-use assets642
Intangible assets943
Trade and other payables(50,854)
Borrowings(30,000)
Lease liabilities(642)
Net identifiable assets acquired233,340
Less: non-controlling interests(58,335)
Less: effective date adjustment for net debt(215,234)
Add: goodwill93,501
Purchase consideration53,272
Assets and liabilities are measured on a provisional basis. MVM was acquired on 30 July 2021, giving insufficient time to finalise all
valuations. Total net assets acquired are also subject to a working capital adjustment, expected to occur in October 2021. If new
information is obtained within one year of the date of acquisition about facts and circumstances that existed at the date of acquisition,
requiring adjustment to assets and liabilities, the accounting for the acquisition may be revised.
Goodwill comprises the value of expected strategic synergies arising from the acquisition including access to manufacturing margins
and the ability to provide more flexibility for product supply, based on this recently constructed world-class nutritional products
manufacturing facility with an established workforce, and access to a growing productive milk pool. It will not be deductible for tax
purposes.
Accounting policy choice for non-controlling interests
The Group recognises non-controlling interests in an acquired entity either at fair value or at the non-controlling interest’s
proportionate share of the acquired entity’s net identifiable assets. This decision is made on an acquisition-by-acquisition basis. For the
non-controlling interests in MVM, the Group has elected to recognise the non-controlling interests at its proportionate share of the
acquired net identifiable assets.
Cash flows on acquisition
$’000
Purchase consideration – cash(53,272)
Payment of external debt on acquisition(215,234)
Less: cash balances acquired54,760
Net outflow of cash (213,74 6)
THE a
2 MILK COMPANY ANNUAL REPORT 2021
97
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2021
E2. Acquisition of subsidiary (continued)
Acquisition-related costs
Acquisition-related costs of $10,376,000 (2020: $nil) are included in other expenses in the consolidated statement of comprehensive
income and in operating cash flows in the consolidated statement of cash flows.
Recognition and measurement
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred, which is measured at acquisition date fair value, and the amount of any non-controlling interests in the
acquiree.
Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised
for non-controlling interests.
Acquisition-related costs are expensed as incurred and included in profit or loss as other expenses.
When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and
designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.
FINANCIAL STATEMENTS
98
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2021
E3. Deed of cross guarantee
Pursuant to ASIC Corporations (Wholly-owned Companies) Instrument 2016/785, the Australian-incorporated wholly owned
subsidiaries listed in Note E1 as parties to the Deed of Cross Guarantee are eligible for relief from the Corporations Act 2001
(Cth, Australia) requirements for preparation, audit and lodgement of financial reports and directors’ reports in Australia.
It is a condition of the ASIC Corporations Instrument that the Company and each of the subsidiaries listed enter into a Deed of Cross
Guarantee. The effect of the Deed is that each party guarantees to each creditor of each other party payment in full of any debt in the
event of winding up of the other party under certain provisions of the Corporations Act 2001 (Cth, Australia). If a winding up occurs
under other provisions of the Act, the guarantee will only apply if after six months after a resolution or order for winding up any
creditor has not been paid in full.
A consolidated statement of comprehensive income and statement of financial position, comprising the Company and controlled
entities which are parties to the Deed of Cross Guarantee (each party being a member of the closed group), after eliminating all
transactions between parties to the Deed of Cross Guarantee, at 30 June 2021 are set out as follows:
Consolidated statement of comprehensive income and retained earnings
for the year ended 30 June 2021
2021
$’000
2020
$’000
Revenue1,147, 0 2 01, 6 6 7, 2 01
Expenses(1,036,347)(1,15 7, 3 59 )
Finance income (net)3,5545,594
Profit before tax114 , 2 27515,436
Income tax expense(33,598)(159,790)
Profit after tax80,629 355,646
Other comprehensive income1,2542,322
Total comprehensive income for the year81,8833 5 7, 9 6 8
Retained earnings at beginning of the year970,031614,385
Transfers to and from reserves(1,254)(2,322)
Retained earnings at end of year1,050,660970,031
THE a
2 MILK COMPANY ANNUAL REPORT 2021
99
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
GROUP STRUCTURE
FOR THE YEAR ENDED 30 JUNE 2021
E3. Deed of cross guarantee (continued)
Consolidated statement of financial position
as at 30 June 2021
2021
$’000
2020
$’000
Assets
Current assets
Cash and short-term deposits 801,412799,370
Trade and other receivables 124,91884,944
Prepayments26,53155,282
Inventories10 9,15 6143,498
Income tax receivable22,419–
Total current assets1,08 4,4361,083,094
Non-current assets
Property, plant and equipment 15,27912,206
Right-of-use assets10,90212,580
Investment property16,614–
Intangible assets14,96113,437
Other financial assets293,2202 97, 9 81
Deferred tax assets46,67624,314
Total non-current assets397,652360,518
Total assets1,4 82,0881,4 43,612
Liabilities
Current liabilities
Trade and other payables240,988273,133
Customer contract liabilities4,7463,773
Lease liabilities1,9101,952
Income tax payable–13,753
Total current liabilities247, 6 4 4292,611
Non-current liabilities
Trade and other payables511392
Lease liabilities9, 61110,954
Total non-current liabilities10,12211, 3 4 6
Total liabilities25 7,76 6303,957
Net assets1,224,3221,139,655
Equity
Share capital 149,121146,933
Retained earnings 1,050,660970,031
Reserves 24,54122,691
Total equity1,224,3221,139,655
FINANCIAL STATEMENTS
100
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2021
F. Other disclosures
F1. Related party transactions
Ultimate Parent
The a2 Milk Company Limited is the parent of the Group. The Group consists of The a2 Milk Company Limited and its subsidiaries as
listed in Note E1.
Key management personnel
Key management personnel are defined as those persons having significant authority and responsibility for planning, directing and
controlling the activities of the Group, and includes the directors, and a number of senior executives.
Key management personnel compensation:
2021
$’000
2020
$’000
Short-term employee benefits8,4387, 6 97
Other long-term benefits4032
Termination payments9261,776
Share-based payments1,2101,715
10,61411, 2 20
Other than non-executive directors, key management personnel include the following senior executives:
Managing Director and CEO (from 8 February 2021)
Interim Chief Executive Officer (to 8 February 2021)
Chief Financial Officer
Chief Executive, Asia Pacific (to 18 June 2021)
Transactions with key management personnel and their related parties
During the year there were no related party transactions with key management personnel or their related parties.
No amounts were receivable from related parties at year end.
Loans to key management personnel and their related parties
No loans were outstanding or made to key management personnel and their related parties at any time during the 2021 and 2020
financial years.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
101
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2021
F2. Share-based payments
Long-term incentives (LTI)
The LTI plan is designed to retain and motivate senior executives and management to achieve the Group’s long-term strategic goals by
providing rewards that align the interests of the executives and management with shareholders. Performance rights and time-based
rights are currently issued under the LTI plan; and options were previously issued in FY16.
No dividends are paid on rights and options, and they do not entitle their holder to attend or vote at Company meetings. No amount
is payable upon vesting of the performance and time-based rights and conversion to shares. Each exercised right is an entitlement to
one fully paid ordinary share in the Company.
No new performance rights were granted in FY21. In March 2021, employees in China were granted rights with FY20 Tranche 2
performance hurdles. The granting of these rights was previously delayed pending receipt by the Company of requisite China
regulatory registrations and approvals. Employees in China were also granted previously delayed time-based rights.
During the year the Board authorised the issue of 139,556 performance rights, and 537,696 time-based rights to senior employees
under the LTI plan.
Time-based rights granted in FY21
Vesting of the time-based rights issued in the period is subject to continuing employment, with no other performance conditions,
vesting as follows:
Number of time-based
rights granted:Grant datesVesting dates
155,6 425 Feb 218 Feb 22
155,6 415 Feb 218 Feb 23
10 9,18 610 Mar 211 Aug 21
103,40910 Mar 211 Aug 22
8,28310 Mar 2115 Dec 21
2,45510 Mar 2115 Dec 22
3,08010 Mar 2115 May 22
5 3 7, 6 9 6
Fair value of performance and time-based rights granted during the period
The fair value of services received in return for performance and share-based rights granted to employees is measured by reference to
the fair value of the rights granted. The estimate of the fair value of the services received is measured by reference to the vesting
conditions specific to the grant based on a simplified Black-Scholes option pricing model.
Fair value of performance and time-based rights granted
in the period and assumptions
Performance
rightsTime-based rights
Grant date10 Mar 215 Feb 2110 Mar 21
Fair value at measurement date$9.70$11. 0 0$9.70
Share price at grant date$9.70$11. 07$9.70
Performance rights life1.45yrsVariousVarious
Performance rights granted in previous years
In FY20 performance rights were issued in two tranches, with differing performance periods and performance hurdles as set out
below. Performance rights granted in the current year to employees in China are subject to the Tranche 2 performance hurdles.
The performance rights vest subject to:
—Continuing employment.
—Minimum performance hurdles of both:
—A minimum diluted earnings per share (EPS) compound annual growth rate (CAGR) increase of 15% over the performance
period (E-CAGR); and
—A minimum normalised sales CAGR increase of 15% over the performance period (S-CAGR).
—Tranche 1 grants have two year performance hurdles to 30 June 2021, and Tranche 2 grants have three year performance hurdles
to 30 June 2022.
FINANCIAL STATEMENTS
102
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2021
F2. Share-based payments (continued)
Performance rights granted in previous years (continued)
—No awards will vest if E-CAGR or S-CAGR is less than 15% over the respective performance periods.
—50% of the awards will vest if E-CAGR and S-CAGR of 15% is achieved, up to a maximum of 100% of the award vesting if
S-CAGR of either 22% or more, or 25% or more is achieved.
Diluted earnings per share are as reported in the Company’s Annual Report in respect of that financial year.
Normalised sales in respect of a financial year, are sales plus such additional revenue or income items less such unusual and one-off
items (in each case, as may be determined by the Board in its absolute discretion) based on relevant financial information reported in
the Company’s Annual Report in respect of that financial year.
Time-based rights granted in previous years
Vesting of the time-based rights is subject to continuing employment, with no performance conditions, vesting as follows:
Number of time-based
rights granted:Grant datesVesting datesFair value
31,2691 Aug 181 Aug 21$12.75
94,21919 Nov 1923 Aug 21$14.03
7, 55124 Apr 2020 Sep 21$19.0 0
14,60124 Apr 2020 Feb 22$18.6 0
116 , 371
Options granted in previous years (legacy scheme)
The options granted in FY16 vested in five equal tranches over five years, commencing on the first anniversary of the date of the grant,
vesting subject to share price growth performance hurdles over a five year performance period, and continuing employment. The
absolute share price growth hurdle is a minimum share price CAGR of 10% over the performance period, subject to annual retesting
until the performance condition is met, or the performance period ends. All remaining options were exercised during the year.
On vesting, options are exercised on payment of the exercise price. Each exercised option is an entitlement to one fully paid share in
the Company.
LTI outstanding as at 30 June 2021
NumberGrant DatesVesting DatesExpiry Dates
Performance rights – FY20 grants741,494
19 Nov 19
24 Apr 20
& 11 Jun 20
20 Aug 21
& 21 Aug 22
20 May 22
& 21 May 23
Performance rights – grants with FY20 Tranche 2
performance hurdles139,56610 Mar 2121 Aug 2221 May 23
881,060
Time-based rights – FY19 grants31,2691 Aug 181 Aug 21 1 May 22
Time-based rights – FY20 grants116 , 371
19 Nov 19
& 24 Apr 20
23 Aug 21
to 20 Feb 22
23 May 22
to 20 Nov 22
Time-based rights – FY21 grants5 3 7, 6 9 6
5 Feb 21
& 10 Mar 21
1 Aug 21
to 8 Feb 23
1 May 22
to 8 Nov 23
685,336
Matching share rights – FY20 plan9,480–30 Sep 21–
Matching share rights – FY21 plan12,689–30 Sep 22–
22,169
THE a
2 MILK COMPANY ANNUAL REPORT 2021
103
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2021
F2. Share-based payments (continued)
Performance rights movements:
Number
2021
Number
2020
Outstanding at the beginning of the year1,4 83,8741,738,087
Forfeited during the period (125,080)(4 3 7,127 )
Granted during the period 139,5661, 0 5 7, 914
Vested during the period ( 617, 3 0 0 )(875,000)
Outstanding at the end of the year881,0601,4 83,874
The weighted average remaining contractual life of performance rights is 0.8 years (2020: 1.2 years)
Time-based rights movements:
Number
2021
Number
2020
Outstanding at the beginning of the year300,768184,723
Granted during the period 5 3 7, 6 9 6238,229
Vested during the period (153,128)(122,184)
Outstanding at the end of the year685,336300,768
The weighted average remaining contractual life of time-based rights is 0.8 years (2020: 0.7 years)
Options movements:
Weighted
average
exercise price
Number
2021
Weighted
average
exercise price
Number
2020
Outstanding at the beginning of the year$0.63 3,200,000$0.63 7,000,000
Forfeited during the period ––––
Granted during the period ––––
Exercised during the period $0.63(3,200,000)$0.63(3,800,000)
Outstanding at the end of the year$0.63–$0.633,200,000
Exercisable at end of year–1,400,000
The weighted average share price on exercise of the options in the period was $17.73.
Other employee equity schemes
In the period, employees not participating in the LTI plan were invited to participate in the following schemes:
—Gift offer: employees received Company shares to the value of approximately A$500 each.
—Share Match Programme: employees undertaking to purchase Company shares for a minimum value of A$200 to a maximum value
of A$2,000 up to 30 September 2021 from their after-tax pay will receive matching shares from the Company equal to the number
of shares acquired and retained under the scheme, subject to continuing employment up to September 2022.
Amounts recognised in the consolidated statement of comprehensive income
During the year ended 30 June 2021, a $1,835,000 expense was recognised in the consolidated statement of comprehensive income
for equity settled share-based payment awards (2020: $8,331,000).
FINANCIAL STATEMENTS
104
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
OTHER DISCLOSURES
FOR THE YEAR ENDED 30 JUNE 2021
F2. Share-based payments (continued)
Recognition and measurement
The grant date fair value of share-based payment awards made to employees is recognised as an employee expense with a
corresponding increase in the employee equity benefit reserve, over the period that the employees become unconditionally entitled to
the awards. The amount recognised as an expense is adjusted over the period to reflect the number of awards for which the related
service and non-market vesting conditions are expected to be met, but is not adjusted when market performance conditions are
not met.
F3. Auditor’s remuneration
The auditor of the Company is Ernst & Young Australia.
Amounts received or due and receivable by Ernst & Young for:
2021
$’000
2020
$’000
Fees to Ernst & Young (Australia):
Fees for auditing the statutory financial report of the parent covering the Group and auditing
the statutory financial reports of any controlled entities1,285868
Fees for other assurances and agreed-upon-procedures services7523
Fees for other services:
Market research
1
220182
Total fees to Ernst & Young (Australia)1,5801,073
Fees to other overseas member firms of Ernst & Young:125102
Total fees to other overseas member firms of Ernst & Young125102
1,7051,175
1 The research reports prepared are solely for the Group’s internal use and contents of these reports are not subject to Ernst & Young audit.
F4. Subsequent events
Other than the acquisition of Mataura Valley Milk Limited referred to in Note E2, no other matters or circumstances have arisen since
the end of the financial year which have significantly affected or may significantly affect the operations, the results of these operations
or state of affairs of the Group in subsequent financial years.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
105
Company disclosures 107
Corporate directory 114
CONTENTS
INFORMATION
OTHER
106
COMPANY
DISCLOSURES
1. Substantial product holders
The shares of the Company are quoted on NZX, ASX and Chi-X Australia.
According to substantial product holder notices and the Company’s records, the following persons
were substantial product holders in respect of the ordinary shares of the Company as at 30 June 2021
(such disclosure being required by the Financial Markets Conduct Act 2013 (NZ)) and as at
2 August 2021 (such disclosure being required by the ASX Listing Rules):
As at 30 June 2021 As at 2 August 2021
Name
Number of
ordinary shares
in the Company
in which a
Relevant
Interest is held
% of
ordinary
shares held
Number of
ordinary shares
in the Company
in which a
Relevant
Interest is held
% of
ordinary
shares held
Mitsubishi UFJ Financial
Group, Inc.42,291,5915.695 0,139,9776.74
The Vangaurd Group, Inc51,49 4,5916.9336,889,2104.96
BlackRock, Inc. and
related bodies corporate46,398,8146.2446,398,8146.24
Goldman Sachs Group,
Inc. (GSGI)3 7, 2 21,7 715.013 7, 2 21,7 715.01
UBS Group AG and
related bodies corporate
1
––38,680,7385.20
1 Substantial product holding began on 29 July 2021.
The total number of ordinary shares in the Company as at 30 June 2021 and as at 2 August 2021
was 743,410,790.
2. Voting rights
During the period 1 July 2020 to 30 June 2021, each fully paid ordinary share of the Company gave
the holder the right to cast one vote per shareholder on a show of hands and one vote per share on
a poll on any resolution. All votes cast at shareholder meetings are by way of poll.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
107
COMPANY DISCLOSURES (CONTINUED)
3. Twenty largest fully paid equity security holders
The names of the 20 largest holders of ordinary shares in the Company as at 2 August 2021 are listed below
1
:
RankInvestor NameTotal Units
% Issued
Capital
1HSBC Custody Nominees (Australia) Limited
6 0 , 611,55 48 .15
2HSBC Nominees (New Zealand) Limited
53,855,3487. 24
3Citibank Nominees (NZ) Ltd
40,8 41,7685.49
4JPMorgan Chase Bank
29,939,9544.03
5Accident Compensation Corporation
24,494,4143.29
6Citicorp Nominees Pty Limited
23,898,7393.21
7JP Morgan Nominees Australia Pty Limited
23,026,5353.10
8Tea Custodians Limited
20, 8 6 4,1472.81
9HSBC Nominees (New Zealand) Limited
20,418,7152.75
10BNP Paribas Nominees NZ Limited
16,242,6042.18
11New Zealand Superannuation Fund Nominees Limited
14,860,2902.00
12New Zealand Depository Nominee
13,574,0 071.83
13Citicorp Nominees Pty Limited
13,4 68,9911.81
14National Nominees Limited
12,413,7381.67
15Custodial Services Limited
11, 376 ,7551.53
16Premier Nominees Limited
8,603,7191.16
17FNZ Custodians Limited
6,884,7540.93
18Forsyth Barr Custodians Limited
6,440,4610.87
19BNP Paribas Nominees NZ Limited
5,972,4740.80
20JBWere (NZ) Nominees Limited
5,826,8150.78
Total413,615,78255.63
1 The shareholding of New Zealand Central Securities Depository Limited (custodian for members trading through NZClear) has been re-allocated to the
applicable members. Where an entity is mentioned more than once in the above table, it reflects different holder identification numbers associated with
that entity.
4. Spread of security holders as at 2 August 2021 and number of holders
a) Fully paid ordinary shares
Size of shareholdingNumber of holdersNumber of shares%
1 – 1,000
70,69325,611,1553.44
1,001 – 5,000
27,80166,523,0658.95
5,001 – 10,000
5,05137,439,7545.04
10,001 – 100,000
3,41681,126,34210.91
100,001 and over
211532,710,47471.66
Total107,172743,410,790100.00
As at 2 August 2021 and based on the closing market price on that date, the number of holders with 156 or less ordinary shares (being
less than a minimum holding of NZ$1,000 under the NZX Listing Rules) was 24,988 and the number of holders with 82 or less ordinary
shares (being less than a marketable parcel of A$500 under the ASX Listing Rules) was 11,931.
OTHER INFORMATION
108
b) Performance rights (unlisted securities not quoted by ASX or NZX)
Size of holdingNumber of holdersNumber of rights%
1 - 1,000000
1,001 – 5,0002481,8899.29
5,001 – 10,00023165,74018.81
10,001 – 100,00023522,89959.35
100,001 and over1110,53212.55
Total71881,060100.00
c) Time-based rights (unlisted securities not quoted by ASX or NZX)
Size of holdingNumber of holdersNumber of rights%
1 - 1,000000
1,001 – 5,00013,0800.45
5,001 – 10,000424,0663.51
10,001 – 100,0003140,08920.44
100,001 and over2518,10175.60
Total10685,336100.00
d) Matching rights (unlisted securities not quoted by ASX or NZX)
Size of holdingNumber of holdersNumber of rights%
1 – 1,00020322,019100.00
Total20322,019100.00
5. Directors’ relevant interests and share dealings
Directors of the Company reported the following acquisitions and disposals of relevant interests in financial products of the Company
during the period 1 July 2020 to 30 June 2021:
Registered holder
Beneficial/
Non-beneficial
Acquired/
(Disposed)
Class of financial
productDate
Consideration paid/
(received) NZD
David Hearn
David HearnBeneficial(250,000)Ordinary Shares24 August 2020($5,077,500)
David Bortolussi
DMZSK Pty LtdBeneficial311,283Time-based rights5 February 2021N/A
THE a
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109
COMPANY DISCLOSURES (CONTINUED)
Directors of the Company as at 30 June 2021 held the following relevant interests in the financial products of the Company as at
that date:
Registered holderBeneficial/Non-beneficialBalance held No.Class of financial product
David Hearn
David Lovat Gordon HearnBeneficial1,055,000Ordinary shares
David Bortolussi
DMZSK Pty Ltd as trustee of
D&M Bortolussi Family TrustBeneficial311,283Time-based rights
Julia Hoare
Julia Cecile HoareBeneficial50,000Ordinary shares
Pip Greenwood
Pip GreenwoodN/A––
Warwick Every-Burns
Warwick Every-Burns as trustee
of Wake Super Fund
Beneficial75,000Ordinary shares
Kathryn Every-BurnsBeneficial25,000Ordinary shares
Bessie Lee (appointed on 26 February 2021)
Bessie LeeN/A––
6. Credit rating status
Not applicable.
7. NZX Waivers
There were no waivers granted and published by NZX following an application by the Company or relied upon by the Company during
the reporting period ended 30 June 2021.
8. Particulars of notices or statements given to or approved by the Board
8.1. Interests register
The Company is required to maintain an interests register in which the particulars of certain transactions and matters involving the
directors must be recorded. The interests register for the Company is available for inspection on request by shareholders.
Directors have declared interests during the reporting period ended 30 June 2021 as follows:
– The Company has arranged and paid for policies for directors’ liability insurance which ensure that the directors are protected
against liabilities and costs for acts or omissions by them in their capacity as directors of the Company and its subsidiaries.
– The Company has provided deeds of indemnity to all directors for potential liabilities and costs they may incur for acts or omissions
in their capacity as directors of the Company and its subsidiaries.
– Directors’ relevant interests and share dealings as outlined in section 5, above.
– Pip Greenwood’s spouse owns an adviser entity which provides financial and transaction consulting services to a range of
organisations, including from time to time to participants in the dairy sector (other than the Company). While Ms Greenwood has no
involvement in that entity, or its clients, she has disclosed that interest as that entity may from time to time consult to entities with
which the Company may transact. The Company and Ms Greenwood have agreed a protocol whereby Ms Greenwood abstains from
all Board discussions and decisions involving that entity or its clients, and does not receive relevant Board papers, where this occurs.
During the reporting period ended 30 June 2021, directors advised the Company of the following changes or additional entries in the
Company’s interests register:
Name of DirectorEntityPosition
Julia HoareWatercare Services LimitedCeased to be a director
Julia HoareAccordant Group LimitedCeased to be a director
David HearnCakeham Manor Estate LimitedDirector
David HearnRobin Partington & Partners LimitedCeased to be a director
Bessie LeeElectrocomponents plcDirector
Bessie LeeAbcam plcDirector
Bessie LeeHomeplus Digital Co Ltd Director
No other entries were made in the interests registers of the Company’s subsidiaries during the reporting period.
OTHER INFORMATION
110
8.2. Directors of subsidiary companies
The following persons held office as directors of subsidiary companies during the year ended 30 June 2021.
SubsidiaryJurisdictionDirectors (or equivalent)
The a2 Milk Company (Export) Limited New ZealandDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Geoffrey Babidge (Resigned: 8 February 2021)
a2 Infant Nutrition LimitedNew ZealandDavid Bortolussi (Appointed: 8 February 2021)
Peter Nathan (Resigned: 18 June 2021)
Geoffrey Babidge (Resigned: 8 February 2021)
a2 Holdings UK LimitedNew ZealandDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Geoffrey Babidge (Resigned: 8 February 2021)
The a2 Milk Company (New Zealand) LimitedNew ZealandJulia Hoare
David Bortolussi (Appointed: 8 February 2021)
Geoffrey Babidge (Resigned: 8 February 2021)
a2 Australian Investments Pty. Limited.AustraliaDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Geoffrey Babidge (Resigned: 8 February 2021)
a2 Botany Pty LtdAustraliaDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Geoffrey Babidge (Resigned: 8 February 2021)
The a2 Milk Company (Australia) Pty LtdAustraliaDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Peter Nathan (Resigned: 18 June 2021)
Geoffrey Babidge (Resigned: 8 February 2021)
a2 Infant Nutrition Australia Pty LtdAustraliaDavid Bortolussi (Appointed: 8 February 2021)
Peter Nathan (Resigned: 18 June 2021)
Geoffrey Babidge (Resigned: 8 February 2021)
a2 Exports Australia Pty LimitedAustraliaDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
The a2 Milk Company (Nutrition) Pty LtdAustraliaDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Geoffrey Babidge (Resigned: 8 February 2021)
The a2 Milk Company Limited British Columbia, CanadaDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Geoffrey Babidge (Resigned: 8 February 2021)
The a2 Milk Company Limited Scotland, UKDavid Hearn
The a2 Milk Company Delaware, USADavid Hearn
David Bortolussi (Appointed: 8 February 2021)
Geoffrey Babidge (Resigned: 8 February 2021)
The a2 Milk Company LLC Delaware, USADavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Geoffrey Babidge (Resigned: 8 February 2021)
a2 Infant Nutrition (Shanghai) Co., Ltd. ChinaXiao Li
The a2 Milk Company (Singapore) Pte. Ltd.SingaporeDavid Bortolussi (Appointed: 8 February 2021)
Race Strauss
Shaun Singh
No employee of the Company appointed as a director of the Company or its subsidiaries receives remuneration or other benefits in their
role as a director. The remuneration and other benefits of such employees, received as employees, are included in the relevant bandings
for remuneration disclosed under Employee remuneration range in section 14, below.
8.3. Use of company information
The Board received no notices during the reporting period ended 30 June 2021 from directors requesting to use Company information
received in their capacity as directors which would not have been otherwise available to them.
THE a
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111
COMPANY DISCLOSURES (CONTINUED)
9. Limitations on the acquisition of securities
The Company is not subject to chapters 6, 6A, 6B and 6C of the Corporations Act 2001 (Cth, Australia) dealing with the acquisition
of its shares (including substantial holdings and takeovers).
Limitations on the acquisition of the securities imposed by New Zealand law are as follows:
(i) In general, fully paid ordinary shares in the Company are freely transferable, and the only significant restrictions or limitations
in relation to the acquisition of fully paid ordinary shares in the Company are those imposed by New Zealand laws relating to
takeovers, overseas investment and competition.
(ii) The New Zealand Takeovers Code creates a general rule under which the acquisition of more than 20% of the voting rights in the
Company, or the increase of an existing holding of 20% or more of the voting rights in the Company, can only occur in certain
permitted ways. These include a full takeover offer, a partial takeover offer, an acquisition approved by an ordinary resolution,
an allotment approved by an ordinary resolution, a creeping acquisition (in certain circumstances) or compulsory acquisition if a
shareholder holds 90% or more shares in the Company, in each case in accordance with the New Zealand Takeovers Code.
(iii) The New Zealand Overseas Investment Act 2005 regulates certain investments in New Zealand by overseas persons. In general
terms, the consent of the relevant Minister or his or her delegate will likely be required where an ‘overseas person’ acquires shares
or an interest in shares in the Company that amount to more than 25% of the shares issued by the Company or, if the overseas
person already holds 25% or more, the acquisition increases that holding.
(iv) The New Zealand Commerce Act 1986 is likely to prevent a person from acquiring shares in the Company if the acquisition
would have, or would be likely to have, the effect of substantially lessening competition in a market.
The Company has complied with, and continues to comply with, the requirements of the NZX Listing Rules with respect to the issue
of new securities.
10. On-market buy-back
There is no current on-market buy-back of the Company’s securities.
11. On-market purchases
During the reporting period ended 30 June 2021, no shares of the Company were purchased on-market.
12. Donations
The Company and its subsidiaries have made donations of cash and inventories totalling $2,309,729 during the year ended 30 June
2021 (2020: $2,803,295).
13. Directors and officers
For the purposes of NZX Listing Rule 3.8.1(c), the quantitative breakdown as to the gender composition of the Company’s Directors
and Officers as at 30 June 2021 and 30 June 2020 is as follows:
At 30 June 2021At 30 June 2020
Directors65
Females32
Males33
Officers*88
Females12
Males76
* Since 30 June 2021, a number of Executive Leadership Team appointments have been announced. Adjusting for these appointments, there will be 12
officers comprising 9 males and 3 females.
14. Employee remuneration range
The following table shows the number of employees and former employees of the Company and its subsidiaries (not
being directors or former directors of the Company) who, in their capacity as employees, received remuneration and other benefits
valued at or in excess of $100,000 during the year to 30 June 2021.
OTHER INFORMATION
112
The remuneration bands are expressed in New Zealand Dollars.
Remuneration range
$(gross)
Number of
employees
in the year
ended 30 June
2021 (based
on actual
payments)
Value of
exercised
options and
performance
rights included
in remuneration
range $
$100,000 – $109,999 20 –
$110,000 – $119,999 8 –
$120,000 – $129,999 23 –
$130,000 – $139,999 8 –
$140,000 – $149,999 12 –
$150,000 – $159,999 13 –
$160,000 – $169,999 8 –
$170,000 – $179,999 8 –
$180,000 – $189,999 5 –
$190,000 – $199,999 3 –
$200,000 – $209,999 2 –
$210,000 – $219,999 7 78,001
$220,000 – $229,999 4 –
$230,000 – $239,999 2 –
$240,000 – $249,999 3 –
$250,000 – $259,999 4 –
$260,000 – $269,999 4 –
$270,000 – $279,999 2 –
$280,000 – $289,999 2 –
$290,000 – $299,999 4 110,417
$300,000 – $309,999 1 –
$310,000 – $319,999 1 –
$320,000 – $329,999 1 –
$330,000 – $339,999 1 52,676
$350,000 – $359,999 1 51,663
$360,000 – $369,999 1 –
$370,000 – $379,999 1 –
$380,000 – $389,999 1 –
$390,000 – $399,999 1 83,066
$410,000 – $419,999 3 92,183
$440,000 – $449,999 1 114,469
$470,000 – $479,999 1 –
$500,000 – $509,999 2 295,796
$520,000 – $529,999 1 –
$530,000 – $539,999 2 –
$540,000 – $549,999 1 163,093
$570,000 – $579,999 2 114,169
$580,000 – $589,999 2 164,106
$610,000 – $619,999 1 146,885
$630,000 – $639,999 2 170,184
$650,000 – $659,999 1 156,002
$660,000 – $669,999 1 –
$810,000 – $819,999 1 –
$820,000 – $829,999 1 244,133
$1,000,000 – $1,009,999 1 256,289
$1,010,000 – $1,019,999 1 200,024
$1,440,000 – $1,449,999 1 414,317
$1,850,000 – $1,859,999 1 133,635
$2,030,000 – $2,039,999 1 –
$2,780,000 – $2,789,999 1 2,191,313*
$3,600,000 – $3,609,999 1 –
$5,010,000 – $5,019,9991 3,944,000**
$8,650,000 – $8,659,9991 7,856,000**
$20,550,000 – $20,559,9991 19,640,000**
$30,700,000 – $30,709,999 1 29,144,000***
Total 184 65,816,421
The table includes base salaries, short-term incentives,
contributions paid to an individual’s superannuation fund, or,
if an individual is a KiwiSaver member, contributions of 3% of
gross earnings towards that individual’s KiwiSaver scheme, and
exercised options and performance rights. The table does not
include amounts paid after 30 June 2021 relating to FY21, and
long-term incentives that have been granted and have not yet
vested or been exercised (as applicable).
15. Principal activities
There were no significant changes to the nature of the business
of the Company (or its subsidiaries) or to the classes of business in
which the Company (or its subsidiaries) had an interest during the
year ended 30 June 2021.
16. Reconciliation of EBITDA to net profit
after tax
Earnings before interest, tax, depreciation and amortisation
(EBITDA) is a non-GAAP measure. However, the Company believes
that it provides investors with a comprehensive understanding of
the underlying performance of the business.
2021
$’000
2020
$’000
EBITDA123,428549,719
Depreciation and amortisation(7,453)(4,393)
EBIT 115,975545,326
Interest income3,9896,135
Interest expense(699)(389)
Income tax expense(38,607)(165,235)
Net profit after tax80,658385,837
* Represents the aggregate market value of share rights (granted in
2018 and 2019) on automatic exercise of those rights during FY21.
** Represents the value of exercised options (granted in August 2015
under a scheme in place at a different stage of the Company’s
development and which has been subsequently discontinued) on the
date of exercise (being the market value of ordinary shares received on
exercise of options less the option exercise price).
*** Represents the aggregate of (1) the value of exercised options
(granted in August 2015 under a scheme in place at a different stage
of the Company’s development and which has been subsequently
discontinued) on the date of exercise (being the market value of
1,600,000 ordinary shares received on exercise of options during FY21
less the option exercise price); and (2) the market value of 320,000
performance rights (granted in 2017) on automatic exercise of
performance rights in September 2020.
THE a
2 MILK COMPANY ANNUAL REPORT 2021
113
Company
The a2 Milk Company Limited
New Zealand share registry
Link Market Services Limited
PO Box 91976
Victoria Street West
Auckland 1142
New Zealand
Telephone: +64 9 375 5998
Australian share registry
Link Market Services Limited
Locked Bag A14
Sydney South NSW 1235
Australia
Telephone: +61 1300 554 474
Registered offices
Level 10
51 Shortland Street
Auckland 1010
New Zealand
Level 4
182 Blues Point Road
McMahons Point NSW 2060
Australia
Telephone: +61 2 9697 7000
Auditor
Ernst & Young
200 George Street
Sydney NSW 2000
Australia
Company Secretary
Jaron McVicar
Corporate website
www.thea2milkcompany.com
CORPORATE
DIRECTORY
114
OTHER INFORMATION
THE a
2 MILK COMPANY ANNUAL REPORT 2021
115
thea2milkcompany.com
The a2 Milk Company Limited (Australian Registered Body Number 158 331 965 – Incorporated in New Zealand)
---
THE a2 MILK COMPANY LIMITED
ANNUAL RESULTS
26 AUGUST 2021
2
Disclaimer
This presentation dated 26 August 2021 provides additional
comment on the Annual Report for the 12 months ended
30 June 2021 of The a2 Milk Company Limited (the “Company”
or “a2MC”) and accompanying information released to the market
on the same date. As such, it should be read in conjunction with
the explanations and views in those documents.
This presentation is provided for general information purposes
only. The information contained in this presentation is not
intended to be relied upon as advice to investors and does not
take into account the investment objectives, financial situation or
needs of any particular investor. Investors should assess their
own individual financial circumstances and consider talking to a
financial adviser or consultant before making any investment
decision.
This presentation is not a prospectus, investment statement or
disclosure document, or an offer of shares for subscription, or
sale, in any jurisdiction.
Certain statements in this presentation constitute forward looking
statements. Such forward looking statements involve known and
unknown risks, uncertainties, assumptions and other important
factors, many of which are beyond the control of the Company
and which may cause actual results, performance or
achievements to differ materially from those expressed or implied
by such statements.
While all reasonable care has been taken in relation to the
preparation of this presentation, none of the Company, its
subsidiaries, or their respective directors, officers, employees,
contractors or agents accepts responsibility for any loss or
damage resulting from the use of or reliance on this presentation
by any person.
Past performance is not indicative of future performance and no
guarantee of future returns is implied or given.
Some of the information in this presentation is based on
unaudited financial data which may be subject to change.
All values are expressed in New Zealand currency unless
otherwise stated.
All intellectual property, proprietary and other rights and interests
in this presentation are owned by the Company.
2 0 2 1 A N N U A L R E S U L T S
3
Results overview4
Financial overview7
Regional performance 11
Group updates24
Outlook31
Questions33
Appendix34
•
AGENDA
3
2 0 2 1 A N N U A L R E S U L T S
4
Challenging year impacted by COVID-19
•Unprecedented levels of uncertainty and volatility due to the prolonged
impact of COVID-19 and a rapidly changing China infant nutrition
market
•China market growth has reduced significantly from globally high rates
to be flat, and cross-border trade has been disrupted significantly which
has had a profound impact on the Company’s results
•Certain areas of the business performed well with market share gains
in China label infant nutrition and Australian fresh milk
•In response to the dramatic change in circumstances, significant
actions were taken from 4Q21 to address excess inventory issues,
rebuild the management team, increase brand investment and
commence a growth strategy review
•Confident in the underlying fundamentals of the business and that the
growth opportunity remains strong supported by a healthy brand and
strong balance sheet
•While the long-term outlook is positive, FY22 outlook remains
challenging and uncertain and it will take time to recover
2 0 2 1 A N N U A L R E S U L T S
5
FY21 result overview and additional updates
1
•Revenue and EBITDA
2
margin was within the guidance range provided in May
‒Revenue down 30.3% to $1.21b
‒EBITDA down 77.6% to $123m including stock write-down and MVM acquisition costs
‒EBITDA margin of 10.2% or 11.1% excluding MVM acquisition costs
•Net profit after tax down 79.1% to $80.7 million (including discontinued operations)
•Actions taken from 4Q21 to address excess inventory are proving effective
•Executive Leadership Team appointments and Asia Pacific division reorganisation to build
capability and provide a more dedicated management focus has been completed
•Brand health metrics overall remain strong with some improvements in recent tracking
research following a significant 4Q21 marketing campaign in China
•MVM acquisition and strategic partnership with China Animal Husbandry Group completed
•Growth strategy review underway to respond to rapidly changing China market dynamics
•The Board has carefully considered capital management initiatives and has decided not to
return capital to shareholders at this point in time
2 0 2 1 A N N U A L R E S U L T S
1
All figures are in New Zealand Dollars (NZ$) and based on continuing operations of the Group, unless otherwise stated.
2
Earnings before interest, tax, depreciation and amortisation (EBITDA) is a non-GAAP measure. However, the Company
believes that it assists in providing investors with a comprehensive understanding of the underlying performance of the
business. A reconciliation of EBITDA to net profit after tax is shown at the end of this document.
6
Actions taken from 4Q21 are improving channel inventory dynamics
a2MC inventory
•Inventory of $112.2 million at year-end, reflecting the impact of stock write-downs
•Improvement in age of stock being sold to customers (China label and English label)
Channel inventory (customers / distributors)
•China label: inventory approaching target levels with rebalancing to continue through 1Q22
•English label: inventory across CBEC and Daigouhas improved and is now at targeted levels
Product freshness
•Exchanged stock with first tier customers / distributors has significantly improved
aging profile
•China label: in-store dating is improving as a result of the efforts to freshen stock in trade
•English label: aging profile of stock in trade has improved significantly and is starting to flow
through to consumers
Visible market pricing (CBEC / online platforms)
•Market pricing for English label product sold in CBEC platforms is improving
•However, aged stock is still being sold by certain wholesale traders and online platforms,
expected to clear in 1H22
2 0 2 1 A N N U A L R E S U L T S
7
F I N A N C I A L
O V E R V I E W
2 0 2 1 A N N U A L R E S U L T S
8
Key financials
•Revenueimpacted by unprecedented levels of uncertainty and volatility
due to COVID-19, challenges experienced in the English label infant
nutrition channels, and actions required in the second half to rebalance
channel inventory
•Gross marginpercentage of 42.3%
3
reflects stock write-downs, higher
COGS, adverse mix impact due to higher proportion of liquid milk, relative
increase in China label infant nutrition sales and adverse foreign currency
impact particularly in the second half. Excluding stock write-downs, the
gross margin percentage is 51.3%
•Distributioncosts higher due to increased warehousing costs, higher
percentage of liquid milk sales and impact of COVID-19 which has
increased shipping rates and USA freight
•Marketinginvestment in China and Australia broadly in-line with prior
corresponding period; lower marketing investment in USA reflects the
higher trade spend to support execution of new pricing strategy
•Employee costs reflect investment in capability, particularly in China,
offset by a reduction in employee incentive benefits
•Admin & other reflects reduced professional services fees and a
reduction in discretionary spend, offset by ERP implementation costs
•EBITDAfurther reduced by MVM acquisition costs
•NPATalso reflects a higher effective tax rate than FY20
2 0 2 1 A N N U A L R E S U L T S
1
All figures quoted in New Zealand Dollars (NZ$) and all comparisons are with the 12 months ended 30 June 2020 (FY20)
unless otherwise stated. Numbers may not add down due to rounding.
2
EBITDA is a non-GAAP measure and represents earnings before interest, tax, depreciation and amortisation.
3
Gross margin percentage is calculated by dividing gross margin by net revenue
NZ$ million (continuing operations)
1
FY21FY20% change
Revenue 1,206.71,731.1(30.3%)
Gross margin509.7968.6(47.4%)
Distribution(45.2)(42.6)+6.1%
Marketing(168.7)(194.3)(13.2%)
Employee costs(62.3)(74.2)(16.0%)
Admin & other(99.7)(105.5)(5.5%)
EBITDA
(2)
(excl. MVM transaction costs)
133.8552.0(75.8%)
MVM transaction costs
(10.4)-nm
EBITDA
(2)
123.4552.0(77.6%)
EBIT
116.0547.7(78.8%)
Profit from continuing operations
80.7388.2(79.2%)
Loss from discontinued operation
-(2.3)nm
NPAT
80.7385.8(79.1%)
9
Gross margin decreased to 42.3% largely driven by English-label disruption
•Stock write-down of $108.6m
•Higher cost of goods sold driven by an
increase in raw milk prices
•Higher proportion of liquid milk to
infant nutrition sales
•Relative increase in China label sales
as a proportion of overall infant
nutrition sales
•Adverse foreign currency movements,
particularly in 2H21
•Gross margin of 51.3% excluding
stock write-down
2 0 2 1 A N N U A L R E S U L T S
FY21 gross margin driversFY21 higher proportion of China-label infant nutritionFY21 higher proportion liquid milk
82%
82%
82%
78%
73%
13%
13%
13%
18%
22%
5%
5%
5%
4%
5%
Jun-19Dec-19Jun-20Dec-20Jun-21
Infant nutritionLiquid milkOther
6%
12%
16%
24%
39%
20%
18%
22%
23%
24%
18%
78%
76%
66%
61%
52%
43%
FY16FY17FY18FY19FY20FY21
China labelCBEC & other labelsANZ daigou/reseller, retail
10
Robust balance sheet, investment in strategic assets
•Closing cash balance of $875.2million
•Improvement in working capital reflects reductions in inventory and prepayments, partially offset by reduced payables
•Investment in PPE & Intangibles includes $17.2m acquisition of Kyvalley milk processing facility and post acquisition capitalexpenditure
•Participation in SynlaitMilk capital raising (Nov-20), to maintain shareholding of 19.8%
•Non-cash items includes a $25.8m increase in deferred tax, largely driven by the timing of deductions for stock write-down
•MVM acquisition funded from cash reserves post year end (Jul-21)
•Balance sheet strength provides capacity to invest in growth opportunities
2 0 2 1 A N N U A L R E S U L T S
$854.2
$875.2
$80.7
$21.4
Group NPATCash on hand
(Jun-20)
Investments in
PPE & Intangibles
Working capitalDepreciation, amortisation
& other non-cash items
Investment in SynlaitFinancing activities &
FX on cash holdings
Cash on hand
(Jun-21)
($24.5)
($39.8)
($12.7)
($4.1)
+$21.0
11
R E G I O N A L
P E R F O R M A N C E
2 0 2 1 A N N U A L R E S U L T S
12
China infant nutrition market structure is changing rapidly
•Overall infant nutrition market in China decreased in volume
1
during
FY21 driven by a significant reduction in birth rates, particularly
impacting early stage products, partially offset by increased product
penetration
•Value growth was flat
1
as the impact of premiumisation (which included
consumers trading-up and new product innovation) was partially offset
by increased promotional activity resulting from heightened competitive
intensity
•There is an overall mix shift from cross-border to domestic China
channels
•Local players continued to gain share against the traditional
multinational brands
•Rapidly evolving market dynamics re-iterates the importance of the
Company’s current growth strategy review
INFANT NUTRITION
2 0 2 1 A N N U A L R E S U L T S
1
Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A+ BCD cities) for the 52 weeks ending 18 June 2021.
13
China label infant nutrition growth in FY21
Performance
•Sales of a2 至初
®
China label infant nutrition of $389.9 million, up 15.4%
•Reduced rate of growth in 2H21 reflective of substantial uplift in the prior
period due to COVID-19 related pantry stocking, reduced birth rates, and
increased competition from domestic brands
•Adverse foreign currency movements and some inventory rebalancing in 2H21
•MBS value share increased to 2.5%
1
and DOL value value share increased to
2.0%
2
, as measured by Nielsen and Smartpathrespectively
Key activities
•Increased investment behind in-store activation, promotional people,mama
classes, roadshows and point of sales materials
•Significant 4Q21 integrated marketing campaign
•Investment in China-based team to support growth and execution plans
INFANT NUTRITION –CHINA LABEL
2 0 2 1 A N N U A L R E S U L T S
China-label revenue growth
NZ$ millions
40
73
147
213
44
95
191
177
84
168
338
390
FY18FY19FY20FY21
1H2H
1
Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). FY21 versus FY20 and 2H21 versus2H20.
2
Smart Path China IMF online market tracking: domestic online platform sales (by value). FY21 versus FY20 and 2H21 versus 2H20.
14
Continuing to invest in our brand and engage with consumers in China
2 0 2 1 A N N U A L R E S U L T S
INFANT NUTRITION –CHINA LABEL
Targeted advertising across
various digital channels
Investment in mama classes
and in-store promotional people
Roadshows and in-store activations to engage
and build brand connection with consumers
15
Continued investment in the brand driving increases in footprint and share in MBS
INFANT NUTRITION –CHINA LABEL
2 0 2 1 A N N U A L R E S U L T S
Expanding store footprint
Market share increasing
1.3%
1.7%
2.0%
2.4%
2.5%
Jun-19Dec-19Jun-20Dec-20Jun-21
MBS value share(%)
2
18.2
21.8
22.8
Jun-20Dec-20Jun-21
China distribution (store count ‘000)
1
FY19FY20FY21
APACGroup
137
169
195
APAC marketing a higher proportion of
overall group marketing spend
APAC and Group marketing ($mil)
1
Source: a2MC internal data tracking of stores with active sales in the past 6 months. Restated store numbers for December 2020 and June 2020
reflecting enhanced data capture and updated internal tracking methodology.
2
Nielsen MBS retail measurement service: mother and baby stores only retail sales (by value). FY21 versus FY20 and 2H21 versus2H20.
169
16
482
653
745
357
158
243
341
167
FY18FY19FY20FY21
ANZCBEC & other labels
Challenging FY21 for English label infant nutrition
Performance: Australian daigou/resellers and retailers
•Sales of a2 Platinum® English label infant nutrition of $357.0 million, down 52.1%
•Significant decrease was due mainly to prolonged impacts emanating from
COVID-19 volatility
Performance: Cross border e-commerce (CBEC)
•Sales of a2 Platinum
®
English and other labels of $166.9 million, down 51.1%
•1H21 sales impacted by pantry destocking; 2H21 sales impacted by cycling a high
comparative period, foreign currency headwinds, and the actions taken in 2H21 to
rebalance inventory; and limited price discounting during the “618” sales promotion event
Actions taken across English label channels
•Significant stock write-down to reduce excess and ageing inventory
•Swapping out older distributor inventory to improve on-shelf product freshness
•Restricting sales in 4Q21 to stabilise pricing and improve inventory flow
•Increasing wholesale prices to rebalance pricing across channels and mitigate higher
input costs
Outcomes as a result of these actions
•Reduction in overall inventory as well as improvement in freshness
•Prices across both channels have recently improved
•Improved inventory reporting and analysis to manage inventory on an ongoing basis
INFANT NUTRITION –ENGLISH LABEL
2 0 2 1 A N N U A L R E S U L T S
English and other label infant nutrition revenue
NZ$ millions
17
Challenges in English label channels put pressure on market share
INFANT NUTRITION –ENGLISH LABEL
1
Smart Path China IMF online market tracking: for CBEC only retail sales (by value). FY21 versus FY20 and 2H21 versus 2H20.
2
Kantar Worldpanel 0-6 years old Baby & Kids panel: National IMF market tracking (Key & A + BCD cities) for the 52 weeks ending 18 June 2021.
2 0 2 1 A N N U A L R E S U L T S
19.0%
20.6%
21.7%
22.2%
21.1%
Jun-19Dec-19Jun-20Dec-20Jun-21
CBEC market value share
1
Daigou market value share
2
24.3%
22.4%
10.0%
12.0%
14.0%
16.0%
18.0%
20.0%
22.0%
24.0%
Jun-20Jun-21
18
ANZ liquid milk growing strongly
Performance
•Australia liquid milk revenue up 10.8% to $169.0 million
•Australia achieved a record market share of 12.2%
1
•Increased levels of in-home consumption during 1H21
lockdowns which moderated in 2H21
Investment in brand and strong presence
•The a2 Milk™brand continues to be the only fresh milk brand
ranged in all major Australian supermarket chains
•Largest brandadvertiser in the fresh milkcategory in Australia
Kyvalley
•Purchase and upgrade of Kyvalley Dairy Group (Kyvalley)
•Strategic investment to ensure quality of products and
processing capacity
ANZLIQUID MILK
2 0 2 1 A N N U A L R E S U L T S
Liquid milk revenue (Australia)
Australian milk market value share
1
NZ$ millions
11.2%
11.3%11.3%
11.7%
12.2%
Jun-19Dec-19Jun-20Dec-20Jun-21
1
IRI Australian Grocery Weighted Scan 12-months ending 30 June 2021.
67
75
87
67
78
82
134
153
169
FY19FY20FY21
1H2H
1
IRI Australian Grocery Weighted Scan 12-months ending 30 June 2021.
19
Consistent brand investment has led to strong brand loyalty
2 0 2 1 A N N U A L R E S U L T S
ANZLIQUID MILK
Build brand equity with investment in major TV
partnerships and ‘always on’ media campaign
Foster connections with community and
reinforce relevance to consumer
Continuous physical availability powered by
team excellence at store level
20
Other nutritional segment also impacted by challenges in daigou/reseller channel
Performance
•Overall revenue decline of 38.5% to $52.4 million
•Significantly impacted by challenges in daigou/reseller channel
Growth potential
•Further growth potential across new channels, particularly
in offline China retail channels
OTHER NUTRITION
2 0 2 1 A N N U A L R E S U L T S
21
USA result driven by change in execution approach
Performance
•Revenue decreased 3.7% to $63.6 million
•2H21 decline in net revenue reflected higher planned trade spend in the period,
reduced distribution in a club channel customer, and unfavourable foreign exchange
•EBITDA loss of $33.5 million, $17.0 million improvement on prior year
•Underlying volume growth for the year was 13%, or 26% excluding the major club
channel customer
Results driven by change in execution approach
•Leveraged trade investment to bring price to an affordable premium
•Objective to increase conversion and household penetration
•Increasing range, facings and improving overall shelf positioning
•Improvements in brand health metrics
USA is an important market
•Largest global milk market with significant and growing premium segment
•Growth in awareness to create a platform for future product innovation
Launched in Canada via a licensing agreement with Agrifoods
NORTH AMERICA
2 0 2 1 A N N U A L R E S U L T S
Significantly improved EBITDA
35.0
66.1
63.6
(44.0)
(50.5)
(33.5)
FY19FY20FY21
Chart Title
RevenueEBITDA
2222
Continuing to invest in our brand and engage with consumers in USA
2 0 2 1 A N N U A L R E S U L T S
NORTH AMERICA
More affordable premium pricingIncreased in-store activationSupported by digital activation and PR
23
Broad national distribution in over 26k stores in USA
NORTH AMERICA
2 0 2 1 A N N U A L R E S U L T S
USA distribution over time (store count*)
5.4
8.2
12.4
21.0
22.0
24.0
25.9
26.8
Dec-17Jun-18Dec-18Jun-19Dec-19Jun-20Dec-20Jun-21
*Restated store count metrics based on expanded data set from external data provider.
24
U P D A T E S
2 0 2 1 A N N U A L R E S U L T S
GROUP
25
Strengthening supply chain capability with MVM investment
Overview
•Completed the acquisition of a 75% interest in MVM in July for $268.5 million
•Formed strategic partnership with China Animal Husbandry Group
Strategic rationale
•Provides opportunity to participate in nutritional products manufacturing
•Strengthens relationships with key strategic partners in China
•Potential to pursue additional China label registrations and product innovation
opportunities in the future
•Achieves supplier and geographic diversification
•Pathway to insourced manufacturing margins
Transitional period
•Third-party volume assumptions during FY22-FY24 have been adjusted
•Revised down volume assumptions for product to be transferred to MVM during the
transitional period (FY22-24)
•MVM is exploring additional business development opportunities and will seek to work
with additional third parties to improve the financial performance
•Still expecting MVM will return a positive EBITDA during FY25
2 0 2 1 A N N U A L R E S U L T S
26
Capital allocation framework prioritises investment in growth initiatives
ahead of returning capital to shareholders
2 0 2 1 A N N U A L R E S U L T S
Operating cash flow generation
Capital funding
Excess cash flow
Shareholder returns
Grow the core business in existing marketsExpand the boundariesBalance sheet strength and flexibility
•Investment in building core business
•Participate in infant nutrition manufacturing
•Enabling investment in systems, infrastructure,
quality, safety and expertise
•Organic growth –existing and new products/
new retail channels
•Adjacent new product categories in
existing markets
•Geographic expansion of existing
products into new markets
•Assess complementary M&A to drive
further growth within core markets
•Capacity to support business growth and
risk management initiatives
•Maintain a conservative cash reserve to
manage in an uncertain environment
27
Capital planning is an ongoing activity guided by the overall
strategy and capital allocation framework
2 0 2 1 A N N U A L R E S U L T S
Overview
•Capital planning is an ongoing activity of the Board
•Guided by the Company’s strategy and capital allocation framework
•Framework prioritises investment in growth initiatives ahead of returning capital to shareholders
Current process
•Current capital planning process considering how to maximise the value of the
strong capital position through:
‒further investment to strengthen the business
‒reviewing potential acquisition opportunities to complement existing operations
•Also considered prudent to maintain a conservative cash reserve in uncertain times (particularly
relevant given volatile consumer markets and COVID-19)
•Several mechanisms are available when considering the return of excess capital to shareholders
•The effectiveness of these options is impacted by the Group’s ownership structure and taxation profile
•The Board is currently of the view that there is greater opportunity to create value by investing in the
business and through potential acquisition than by returning capital to shareholders or by introducing
a dividend at this stage
28
Growth strategy review underway with market update planned for late October
Growth strategy review
•Driving infant nutrition growth in China label
•Evolving English label distribution channels
•Advancing infant nutrition product portfolio and innovation
•Developing plan for adjacent growth opportunities
•Enhancing brand positioning to ensure continued resonance and
distinctiveness amongst an evolving consumer base
Investor strategy day
•Virtual event scheduled for 27 October 2021
•Executive Leadership Team presentations with Q&A
2 0 2 1 A N N U A L R E S U L T S
29
Significant progress in sustainability
•Significant progress made in several focus areas including:
‒Enhancing approach to animal welfare and farm environmental plans
‒Continuing to invest, engage and support local communities
‒Advancing several initiatives under the people strategy, responsible
sourcing and ethical supply chain
•Committed to investing in tangible climate-related programmes that will
create a positive impact on the planet
‒Synlait boiler conversion contribution
‒Commitment to MVM boiler replacement
•Packaging is a greater focus in FY22
•Further information regarding sustainability goals and strategy to be
provided at the upcoming investor strategy day in late October
2 0 2 1 A N N U A L R E S U L T S
30
2 0 2 1 A N N U A L R E S U L T S
Executive Leadership Team appointments and Asia Pacific division reorganisation
to build capability and provide more dedicated management focus completed
Kevin Bush
Executive General
Manager –ANZ
Xiao Li
Chief Executive –
Greater China
Yohan Senaratne
ExecutiveGeneral
Manager –International
Blake Waltrip
Chief Executive –
USA
Janelle Tong
Chief Marketing
Officer (Interim)
Shareef Khan
Chief Operations Officer
Eleanor Khor
Chief Strategy Officer
Amanda Hart
Chief People &
Culture Officer*
(Commencing September)
Bernard May
Chief Executive –
Mataura Valley Milk
Jaron McVicar
Chief Legal and
Sustainability Officer &
Company Secretary
David Bortolussi
Managing Director and
Chief Executive Officer
Race Strauss
Chief Financial Officer
31
O U T L O O K
2 0 2 1 A N N U A L R E S U L T S
32
Outlook
See full commentary in results announcement
•The Company is confident in the underlying fundamentals of the business and the
growth opportunity remains strong with a positive long-term outlook
•However, given the continuing uncertainty and volatility in a2MC’s consumer
markets resulting from issues related to COVID-19 and the rapidly changing market
dynamics in China, the Company has determined not to provide specific guidance
•Current observations on key drivers and important issues that may impact FY22
results is provided in the results announcement, covering:
‒China infant nutrition market
‒Category and business divisions
‒Marketing and capability investment
‒Key financials
2 0 2 1 A N N U A L R E S U L T S
33
Q U E S T I O N S
2 0 2 1 A N N U A L R E S U L T S
34
A P P E N D I X
2 0 2 1 A N N U A L R E S U L T S
35
Reconciliation of non-GAAP measures
NZ$ millionFY21FY20
Australia & New Zealand EBITDA
148.8465.6
China & Other Asia segment EBITDA
75.6224.9
USA segment EBITDA
(33.5)(50.5)
CorporateEBITDA
(57.1)(88.0)
UK EBITDA
-(2.3)
MVM transaction cost
(10.4)-
EBITDA
1
123.4549.7
Depreciation/amortisation
(7.5)(4.4)
EBIT
1
115.9545.3
Net interest income
3.35.7
Income tax expense
(38.6)(165.2)
Netprofit for the period
80.7385.8
1
EBITDA and EBIT are non-GAAP measures. However, the Company believes they assist in providing investors with a comprehensive understanding of the
underlying performance of the business. EBITDA is shown after non-recurring items. This includes MVM acquisition costs in FY21 of $10.4 million.
2 0 2 1 A N N U A L R E S U L T S
36
Geographic and product segment revenue performance
Revenue
(NZ$ million)
ANZChina & Other AsiaUSA
Total
Group
UK
(discontinued ops)
FY21
Infant nutrition
357.0556.8-913.8
-
Liquid milk
169.08.363.3240.5
-
Other nutritionals
1
33.718.40.352.4
-
TOTAL
559.7583.563.61,206.7
-
FY20
Infant nutrition
745.1678.8-1,423.9
-
Liquid milk
152.53.466.1222.0
1.4
Other nutritionals
1
68.117.2-85.2
-
TOTAL
965.7699.466.11,731.1
1.4
% Change
Infant nutrition
(52.1%)(18.0%)-(35.8%)
nm
Liquid milk
+10.8%+142.7%(4.2%)+8.3%
nm
Other nutritionals
1
(50.5%)+7.3%-(38.5%)
nm
TOTAL
(42.0%)(16.6%)(3.7%)(30.3%)
nm
2 0 2 1 A N N U A L R E S U L T S
1
Includes other income
37
Geographic and product segment revenue performance
Geographic segment revenue & EBITDA
NZ$ million
ANZ
China & Other
Asia
USA
UK
(Discontinued ops)
Corporate
Total
Group
FY21
Revenue
559.7583.463.6--1,206.7
EBITDA
148.875.6(33.5)-(67.5)123.4
EBITDA %
26.6%13.0%nmnm-10.2%
FY20
Revenue
965.7699.466.11.4-1,732.5
EBITDA
465.6224.9(50.5)(2.3)(87.9)549.7
EBITDA %
48.2%32.2%nmnmNm31.7%
%
change
Revenue
(42.0%)(16.6%)(3.7%)nm-(30.3%)
EBITDA
(68.0%)(66.4%)+33.6%nm+23.3%(77.5%)
Product segment revenue
1
Infant
nutrition
Liquid
milk
Other
nutritional
913.8240.552.4
1,423.9222.085.2
(35.8%)8.3%(38.5%)
1
Product segment revenue excludes discontinued operation (UK) in FY20.
2 0 2 1 A N N U A L R E S U L T S
www.thea2milkcompany.com
---
THE a2 MILK COMPANY LIMITED
Australian Registered Body Number 158 331 965 –
Incorporated in New Zealand
21
20
CORPORATE
GOVERNANCE
STATEMENT
2
CORPORATE GOVERNANCE
STATEMENT
The a2 Milk Company is committed to
maintaining the highest standards of
corporate governance. The Company’s
corporate governance framework has
been established to ensure that directors,
officers and employees fulfil their
functions responsibly, whilst protecting
and enhancing the interests of
shareholders.
The Company believes that good corporate governance adds
to the performance of the Company, creates shareholder
value and engenders the confidence of the investment
market.
This statement sets out the principal features of the
Company’s corporate governance framework and governance
practices which have been developed with regard to:
—the NZX Corporate Governance Code; and
—the ASX Corporate Governance Council’s Corporate
Governance Principles and Recommendations (ASX
Principles) (fourth Edition).
For the financial year ended 30 June 2021 (FY21) the
Company’s corporate governance framework complied with
the recommendations in the NZX Corporate Governance
Code and the ASX Principles (fourth Edition), except where
noted below.
ASX Principles
Recommendation 2.5 of the ASX Principles states that the
Chair of the Board should be an independent director and,
in particular, should not be the same person as the CEO
(recommendation 2.9 of the NZX Corporate Governance
Code recommends that where the Chair of the Board is not
independent, the Chair and the CEO should be different
people).
The roles of Chair and CEO are not exercised by the same
individual. From 1 July 2020 to 8 February 2021, Geoffrey
Babidge held the role of CEO (on an interim basis), and
since 8 February 2021, David Bortolussi has held the role of
Managing Director and CEO.
However, the Board did not consider the Company’s Chair,
David Hearn, to be an independent director in FY21 for the
purposes of the ASX Principles. This is because of David’s
previous limited executive role, which ceased in December
2018, under which the CEO previously had the capacity to
call on David from time to time to support the Company’s
business in Europe and the UK. David also held executive
options in prior years, which were exercised in full in FY20.
Considering his limited executive role during the first half of
FY19, the Board considered it appropriate that David should
retain his non-independent status during FY21.
David brings to the Board invaluable perspective on the
development of consumer products markets globally. The
Board is confident that he exercises an independent view
and judgement in his role as Chair and that the CEO has full
executive control and accountability in the organisation.
The Board considers there is an appropriate level of
independent view and judgement exercised by directors,
including by Julia Hoare as Deputy Chair, who is the lead
independent director.
This Corporate Governance statement sets out the
Company’s commitment to best practice corporate
governance in compliance with the ASX Principles and the
NZX Corporate Governance Code. It is current as at 30
June 2021 (except where otherwise specified) and has been
approved by the Board.
Role of the Board and delegation
of authority
The Board is responsible for the overall governance and
operations of the Company, guiding the Company’s strategic
direction, monitoring risk, and overseeing the activities of
management. All issues of substance affecting the Company
are considered by the Board, with advice from external
advisers as required.
The key roles and responsibilities of the Board are set out in
the Board Charter, available on the Company’s website at
https://thea2milkcompany.com/corporate-governance. These
include matters relating to the Company’s strategic and
financial performance; executive management; audit and
risk management; strategic planning; corporate governance
and disclosure; performance evaluation; workplace health
and safety; ethical conduct; and assessing and monitoring
the effectiveness of the Company’s approach to sustainability
and the social, ethical and environmental impact of the
Company’s activities and operations.
THE a
2 MILK COMPANY LIMITED
3
The Board delegates certain functions to its three Committees
(Audit and Risk Management Committee, People and
Remuneration Committee, and Nomination Committee).
The role of each of these Committees is outlined in the
‘Board Committees’ section, below.
Board procedures ensure that all directors have the
information needed to contribute to informed discussion
on all agenda items and effectively carry out their duties.
Senior managers make direct presentations to the Board on a
regular basis to give the directors a broader contact with the
leadership team.
Detail of members of the Board, and director profiles
including their skills, experience and expertise relevant to their
position, and the period they have held office as a director,
can be found in the ‘Our directors’ section of the Company’s
2021 Annual Report.
Role of Chair
The Chair’s role is set out in the Board Charter and includes
leading and managing the Board so that it operates
effectively, and facilitating interaction between the Board and
the CEO.
Role of Chief Executive Officer
To enable the effective day-to-day management and
leadership of the Company, the Board delegates the
management responsibilities of the Company to the CEO.
The CEO in turn sub-delegates parts of that authority to
senior executives in the leadership team to enable effective
and timely decision making. The Board meets regularly with
management to provide strategic guidance for the Company
and effective oversight of management.
Role of Company Secretary
The Company Secretary is accountable directly to the Board,
through the Chair, on all matters to do with the proper
functioning of the Board. Each director can communicate
directly with the Company Secretary and vice versa. The role
of the Company Secretary is outlined in the Board Charter.
Board size, skills and structure
During the reporting period, the Board comprised four
independent non-executive directors, with Bessie Lee
replacing Jesse Wu following his retirement on 26 February
2021, and one non-executive director. From 8 February 2021,
the Managing Director and CEO (executive director) was also
a member of the Board. The Company’s constitution provides
for a minimum of four directors and a maximum of eight, of
which at least two must be New Zealand residents to comply
with the NZX Listing Rules.
The Board has developed a board skills matrix which sets out
the diversity of skills and experience that it has. The matrix,
set out in its collective form reflecting the current Board
composition, can be found on page 46 of the Company’s
2021 Annual Report.
The Nomination Committee has considered and is satisfied
that the current composition of the Board reflects an
appropriate range of skills, diversity of backgrounds and
experience for the Company to effectively discharge its
responsibilities but continues to review and consider Board
composition.
Director independence
The Board Charter provides that the Board will, where
practicable, comprise a majority of independent directors.
Director independence is initially assessed upon each
director’s appointment and reviewed each year, or as
required when a new personal interest or conflict of interest
is disclosed. For this purpose, each director is required to
bring an independent view and judgement to the Board and
to declare all actual or potential conflicts of interest on an
ongoing basis.
Any issue concerning a director’s ability to properly act as a
director must be discussed at a Board meeting as soon as
practicable, and a director may not participate in discussions
or resolutions pertaining to any matter in which the director
has a material personal interest.
In determining the independence of its directors, the
Board considers guidance for independence, set out in
the ASX Principles, the NZX Listing Rules and the NZX
Corporate Governance Code. Based on those rules and
recommendations, a director is considered to be independent
by the Board if he or she is a non-executive director and free
of any interest, position, association or relationship that could
reasonably influence, or could reasonably be perceived to
influence, in a material respect his or her capacity to bring an
independent view to decisions in relation to the Company,
or act in the best interests of the Company as a whole
rather than in the interests of an individual security holder or
other party.
Based on these measures, and the considerations discussed
on page 2, the Board considers that Julia Hoare, Warwick
Every-Burns, Pip Greenwood and Bessie Lee are independent
directors, and that up to his resignation on 26 February 2021,
Jesse Wu was also an independent director.
The Board considers that, by virtue of his executive role in the
Company as Managing Director and CEO from 8 February
2021, David Bortolussi is not an independent director.
The Board will continue its practice of regularly assessing
the independence of each of its non-executive directors.
Based on the measures and considerations discussed on this
page and on page 2, the Board will review David Hearn’s
independence from 2022 (by which time it will have been
more than three years since David Hearn’s previous limited
executive role ceased) and any change of status will be
notified to the market at the relevant time.
4
CORPORATE GOVERNANCE STATEMENT 2021
Board Committees
The Board has three standing committees (the Committees) to facilitate and assist the Board in fulfilling its responsibilities.
Other committees may be established from time to time with specific responsibilities as delegated by the Board. The
composition of the Committees as at, and throughout the financial year ended, 30 June 2021 was as follows:
CommitteeMembersIndependentNon-executive
Audit and Risk Management CommitteeJulia Hoare (Chair)
Warwick Every-Burns
Bessie Lee (Appointed: 26 February 2021)
Jesse Wu (Resigned: 26 February 2021)
✓
✓
✓
✓
✓
✓
✓
✓
People and Remuneration CommitteeWarwick Every-Burns (Chair)
Pip Greenwood
Bessie Lee (Appointed: 26 February 2021)
Jesse Wu (Resigned: 26 February 2021)
✓
✓
✓
✓
✓
✓
✓
✓
Nomination CommitteePip Greenwood (Chair)
David Hearn
Julia Hoare
✓
✗
✓
✓
✓
✓
The Committees are governed by Charters, which detail their specific functions and responsibilities. The Charter for each
Committee is reviewed by the Board annually. Copies of the Committee Charters are available on the Company’s website at
https://thea2milkcompany.com/corporate-governance.
The Committees make recommendations to the Board. They
have no decision-making power except where expressly
authorised by the Board. The relevant qualifications and
experience of individual Committee members are set out
in the ‘The Company’s directors’ section, page 40 of the
Company’s 2021 Annual Report.
The Board Charter requires the Board to review and evaluate
the performance objectives, responsibilities, and processes
and procedures of each Committee on an annual basis in
accordance with such performance measures as may be
adopted from time to time. The Charter of each Committee
also requires the Committee to review and assess its
performance, objectives, responsibilities, and processes and
procedures each year to ensure that they are not unduly
complex, are designed to assist the Board in effectively
fulfilling its role and are delivering to a high standard.
Attendance at Board and Committee
meetings
Details of director attendance at Board and Committee
meetings during the year ended 30 June 2021 are provided
on page 47 of the Company’s 2021 Annual Report.
Audit and Risk Management Committee
The Audit and Risk Management Committee’s responsibilities
are set out in its Charter, including to:
—ensure the Company meets its financial reporting
requirements, including the preparation and release of
yearly and half-yearly financial statements;
—review the scope and outcome of the external audit;
—review the effectiveness of the Company’s internal controls
regarding all matters affecting the Company’s financial
performance and financial reporting, including information
technology security and control;
—keep the Board informed on accounting policies, practices
and disclosures;
—review, with management, the adequacy of the
Company’s systems for identifying, managing, and
monitoring the Company’s key risks in accordance with the
Company’s Risk Management Policy;
—keep the Board informed of all significant business risks by
reviewing whether the Group has any material exposures
to strategic, environmental and social sustainability risks,
and if so, to develop strategies to manage such risks;
—review any incident which indicates a breakdown in the
Company’s risk management framework; and
—review the Company’s register of related party contracts.
The Committee may have in attendance such members of
management (including the CEO and the CFO) or such other
persons (including the Company’s external auditors) as it
considers necessary to provide appropriate information and
explanations. The Committee meets a minimum of four times
each year.
THE a
2 MILK COMPANY LIMITED
5
A working group of senior managers reviews and reports to
the Committee on the integrity of all information reported in
the Annual Report.
The Audit and Risk Management Committee regularly reports
to the Board about the Committee’s activities, issues and
related recommendations.
People and Remuneration Committee
The People and Remuneration Committee (formerly known as
the Remuneration Committee) meets as required to advise the
Board on the matters outlined in its Charter, including to:
—review the remuneration of the CEO and other senior
executives as the Board may determine; and
—make recommendations to the Board in relation to the
remuneration of the non-executive directors.
This committee’s role is currently being expanded to include
oversight over people strategy, policies and practices.
Reporting to the Board on the progress of the implementation
of the Company’s Diversity Policy will transition across from
the Nomination Committee to this committee.
The Charter stipulates that the Committee will make
recommendations to the Board, but all decision-making
authority in relation to remuneration remains with the Board.
Remuneration packages are reviewed annually. Independent
external surveys are used as a basis for establishing
competitive packages. A member of the Committee must not
be present for discussions at a Committee meeting on, or vote
on a matter regarding, his or her remuneration. Management
may attend meetings only at the invitation of the Committee.
Following each meeting, the Chair of the People and
Remuneration Committee provides a report to the Board.
The Company’s remuneration policies for directors and senior
executives and managers are set out in the ‘Remuneration’
section of the Company’s 2021 Annual Report.
Nomination Committee
The Nomination Committee meets as required to advise the
Board on the matters outlined in its Charter, including to:
—make recommendations to the Board in relation to new
appointments to the Board;
—assist the Board in planning the Board’s composition and
that of the Committees;
—advise and assist the Chair and the Board (as applicable) to
review the performance of the Board, the Committees, the
Chair and individual directors;
—evaluate the competencies required of prospective
directors, identify those prospective directors and establish
their degree of independence; and
—develop succession plans for the Board.
Every new director appointment that is approved by the
Nomination Committee is considered and decided by
the Board as a whole, considering the range of skills and
experience (including matters such as independence and
diversity) that a potential new director may offer the Board
and the ability to fully commit the time needed to be effective
as a director of the Company.
Following each Committee meeting, the Chair of the
Nomination Committee provides a report to the Board.
Nominations, appointments and ongoing
education
The Company’s process for selection, appointment, and
re-appointment of directors is detailed in the Nomination
Committee Charter.
The Nomination Committee recommends to the Board
suitable candidates for appointment as directors. The
Committee considers, among other things, the candidate’s:
—experience as a director;
—skills, expertise and competencies, and the extent to which
those skills complement the skills of existing directors;
—contribution to diversity of Board membership;
—degree of independence; and
—ability to devote sufficient time to the directorship.
The Company undertakes appropriate checks before
appointing a director or senior executive, or recommending
a new candidate to shareholders for election as a director.
Such checks have been undertaken in relation to all current
Board members, and will be undertaken prior to appointment
or election of any new Board recommended director or new
senior executive.
The Company provides sufficient information to shareholders
about candidates standing for election for the first time
and directors seeking re-election at an annual meeting to
enable them to make an informed decision on whether or
not to elect or re-elect the person, including their relevant
qualifications and experience and the skills they bring to the
Board, details of any other material directorships or positions
currently held by the person, the term of office already served
by the director (if applicable), the Board’s view on whether
the person is or will be considered to be independent, and a
statement by the Board in respect of whether it supports the
election or re-election of the person.
On joining the Board, each director receives a formal letter of
appointment outlining his or her duties and obligations, and
participates in an induction programme, which provides such
information and advice as may be considered necessary or
desirable relating to his or her appointment to the Board.
CORPORATE GOVERNANCE STATEMENT 2021
6
To ensure ongoing education, directors are regularly informed
of developments that affect the Company’s industry and
business environment, as well as company and legal issues.
Directors receive comprehensive Board papers and briefing
information before Board meetings and have unrestricted
access to management and any additional information
they consider necessary to perform their roles as directors
effectively. Directors are also encouraged to undertake
appropriate training to remain current on how best to
perform their duties as directors.
A director may obtain independent professional advice
relating to the affairs of the Company or his/her
responsibilities as a director or Committee member. Where
the director has the approval of the Board Chair to obtain
independent professional advice, the Company will meet the
reasonable costs of such advice.
Performance review of the Board, Board
committees and individual directors
The Board recognises that the performance of the Board and
its Committees is pivotal to the Company’s success and to
the protection of the interests of shareholders. The Board
and Committee Charters provide for an annual review and
assessment of the performance, objectives, responsibilities,
processes and procedures of the Board, each Committee and
individual directors. The review process is led by the Chair
with support from the Company Secretary and Committee
Chairs. The review in respect of FY21 is progressing in
accordance with these processes.
Internal financial control
The Board, advised by the Audit and Risk Management
Committee, is responsible for the Company’s overall system
of internal financial control.
The CFO is responsible to the CEO for ensuring that all
operations within the Company comply with the Board
approved financial control policies.
Under its Charter, the Audit and Risk Management
Committee is responsible for regularly reporting to the
Board, including the results of the Committee’s review of the
Company’s risk management and internal control systems.
The Board is also required, under the Risk Management
Policy, to undertake an annual review of the effectiveness of
the Company’s risk management and internal control system.
External auditor
The Board has established a framework for the relationship
between the Company and the external auditor, which
ensures that:
—recommendations made by the external auditor and other
independent advisers are critically evaluated and, where
appropriate, applied;
—the ability of the external auditors to carry out their
statutory audit is in no way impaired;
—consideration is given to what, if any, services other than
their statutory audit role may be provided by the auditor;
—any other services provided by the auditor, other than its
statutory audit role, are approved and monitored; and
—the Company has defined policies and procedures in place
as appropriate internal controls to manage risk effectively.
The external auditor is invited to attend the annual meeting
of the Company to answer questions from shareholders in
relation to the audit.
Internal audit function
The Company’s internal audit programme is focussed on
evaluating the effectiveness of risk management, control and
governance processes.
KPMG was appointed to act as the Company’s independent
internal auditor, replacing Deloitte in that role with effect
from FY22. The independent internal auditor reports to the
Company’s Head of Internal Audit. The internal auditor has
access to review all aspects of the Company’s operations.
The Audit and Risk Committee has overall management of
the Company’s internal audit function which is independent
of the Company’s external auditor. The Audit and Risk
Committee meets regularly to monitor and review the
independence, objectivity, performance and effectiveness of
internal auditing practices.
CEO and CFO annual declaration
In line with ASX Principle 4.2, the Audit and Risk
Management Committee and the Board receive a declaration
for each reporting period from the CEO and CFO in relation
to the Company’s financial statements, that in their opinion:
—the Group’s financial records have been properly
maintained;
—the consolidated financial statements and accompanying
notes comply with generally accepted accounting practice
in New Zealand and International Financial Reporting
Standards; and
—the consolidated financial statements and accompanying
notes give a true and fair view of the financial position and
performance of the Group.
This declaration is provided with an assurance that the
opinion has been formed on the basis of a sound system of
risk management and internal control, and that the system
is operating effectively with regard to the identification of
material financial reporting risk.
THE a
2 MILK COMPANY LIMITED
7
Verification of periodic corporate reports
Periodic corporate reports that are not audited or reviewed
by the Company’s external auditor are verified internally
by management prior to release to ASX and NZX. The
verification process allocates material disclosures within the
relevant document to designated persons to substantiate
the disclosures by reference to company source documents
or, if no source documents are available, by persons with
the knowledge and expertise to confirm the accuracy and
completeness of the disclosures.
The Company’s values
The Company’s purpose and five core values are set out
below and discussed on pages 20 to 33 of the Company’s
2021 Annual Report. These values define the Company and
what it does in order to create value for the Company’s
consumers, people, commercial stakeholders, and the
community in which the Company operates.
The Company’s purpose
We enrich lives by harnessing the nutritional wonders of
nature.
The Company’s values
Bold passion
Driven to realise our amazing potential as a company and as
individuals.
Pioneering spirit
Unconventional open-minded thinking that re-imagines the
possibilities, outcome driven.
Humility
We’re never done growing, discovering, and willingness to
continually iterate and learn.
Respect
Seek to understand and appreciate differences in all its forms.
Integrity
We do the right thing for our consumers, partners, people,
and our cows.
Corporate governance policies
The Company has adopted the following policies, each
of which has been prepared having regard to the ASX
Principles and the NZX Corporate Governance Code and
which are available on the Company’s website at
https://thea2milkcompany.com/corporate-governance.
The Board regularly reviews the performance and
effectiveness of the Company’s corporate governance policies
and procedures and, if appropriate, amends those policies
and procedures or adopts new policies or procedures, to
uphold the integrity of the Company’s corporate governance
framework.
Code of Ethics
The Company expects its directors, officers, employees,
contractors and consultants (Personnel) to conduct
themselves in accordance with the highest ethical standards
of corporate and individual behaviour. The Company’s Code
of Ethics sets out the principles and practices which are
necessary to maintain confidence in the Company’s integrity.
Personnel are required to comply with all laws which apply to
the Company and to the principles of the Code.
The Company requires all Personnel who become aware of
an actual or suspected violation of the Code or wrongdoing
by a person to report to a nominated reporting person. This
process allows for confidential reporting of any potential
violation without disadvantage to the person making the
report.
Continuous Disclosure Policy
The Company has adopted a set of procedures and guidelines
to ensure that it complies with its disclosure obligations
in accordance with all applicable legal and regulatory
requirements, including the NZX Listing Rules and the
ASX Listing Rules. Subject to recognised exceptions, this
ensures the timely disclosure to the ASX and the NZX of any
information concerning the Company which is not generally
available and which a reasonable person would expect to
have a material effect on the price or value of the Company’s
securities.
Risk Management Policy
The Company recognises that risk management is an inherent
part of growing and developing the business, and that the
Company’s ability to identify and address risk is central to
achieving its corporate objectives. Effective risk management
anticipates risk, develops strategies to manage risk and
enables the Company to capitalise on opportunities that
bring value to shareholders. The Company’s risk management
programme assists the Company to identify, assess, monitor
and manage its business risk, including any material changes
to its risk profile.
Ongoing risk management is a core component of the
management of the Company. The Company’s risk
management approach is supported by:
—a robust risk governance framework overseen by the
Board and supported by the Audit and Risk Management
Committee;
—a strong and experienced management team with relevant
expertise in local markets;
—clearly articulated levels of authority and approval
processes;
—established risk identification tools including the Group
Risk Register;
—adequate external insurance cover in place, appropriate to
the Company’s size and risk profile; and
—an internal audit function providing supplementary review
of the internal control framework.
CORPORATE GOVERNANCE STATEMENT 2021
8
Under its Charter, the Audit and Risk Management
Committee is responsible for providing assessments to the
Board of the adequacy, effectiveness and efficiency of the
Company’s risk management and internal control process.
The Board must also annually, under the Risk Management
Policy, review the effectiveness of the Company’s risk
management and internal control system. A review of the
Company’s risk management framework has been conducted
in the reporting period by the Audit and Risk Management
Committee. Whilst no significant changes were made to
the framework or policy, a number of enhancements have
been adopted relating to risk categorisation and the risk
assessment criteria; and by prescribing actionable mitigations.
Regular communication between management and the
Board supplements the Company’s quality system, complaint
handling processes, employee policies and standard operating
procedures which are all designed to address various forms of
risks.
Identification of significant sources of risk and the
Company’s response to those risks can be found in the ‘Risk
management’ section on pages 34 to 37 of the Company’s
2021 Annual Report.
Shareholder Communications Policy
The Company has adopted a Shareholder Communications
Policy which outlines the Company’s approach and
commitment to effective communication with shareholders.
The Company uses numerous modes of communication,
including electronic communication, to ensure that its
communications with shareholders are timely, clear
and accessible. The Company provides investors with
comprehensive and timely access to information about itself
and its governance on its website at www.thea2milkcompany.
com. The website includes copies of past annual reports,
results announcements, other NZX and ASX announcements,
media releases and general Company information.
Shareholders are invited to attend the Company’s annual
meeting, either in person or by representative. The Board
regards the annual meeting as an excellent forum in which
to discuss issues relevant to the Company and accordingly
encourages full participation by shareholders. Shareholders
have an opportunity to submit questions to the Board and to
the Company’s external auditor. Shareholders may also attend
and participate at the meeting virtually, via an online platform
provided by the Company’s share registrar.
Diversity Policy
The Company’s Diversity Policy, including gender diversity
goals, is discussed in the ’How we create value’ section,
page 23 of the Company’s 2021 Annual Report.
Securities Trading Policy
The Company’s Securities Trading Policy applies to all
directors, employees and contractors of the Company.
Under New Zealand and Australian legislation, the insider
trading laws operate to prohibit people in possession of non-
public price sensitive information from dealing in securities
or passing on that information to other people who may
deal in securities. The Company’s policy is designed to
protect directors, employees and their associates, as well as
the Company’s shareholders, against acts of insider trading
that, either willingly or unknowingly, would disadvantage
holders of the Company’s securities and/or infringe insider
trading laws.
The policy employs the use of blackout periods to restrict
directors, officers, senior executives, and their associates,
together with other persons identified by the Company from
time to time, from trading during times where sensitive, non-
public information may be held. In addition, those persons
must notify the Company in advance of any proposed dealing
in the Company’s securities.
Under the terms of the policy, directors, officers, senior
executives, and their associates are prohibited from entering
into hedging transactions which operate to limit the
economic risk of their securities in the Company (including
under any equity-based remuneration scheme) without first
obtaining written approval and must notify the Company and
receive written clearance before engaging in any margin or
securities lending arrangements or granting a security interest
or other encumbrance over Company securities.
Global Whistleblower Policy
The Global Whistleblower Policy reflects the legislative
requirements on whistleblowing. An independent hotline
service operated by Deloitte facilitates anonymous disclosures
by employees and other stakeholders regarding any concerns
that the Company or its people are failing to meet ethical or
legal commitments. All material incidences reported under
the Global Whistleblower Policy are reported to the Audit and
Risk Management Committee.
Global Anti-bribery and Anti-corruption Policy
The Company does not tolerate any form of bribery or
corruption and is committed to ensuring that business
is conducted according to ethical, professional and legal
standards in a fair, honest and open manner. The Audit and
Risk Management Committee is responsible for oversight of
the Global Anti-bribery and Anti-corruption Policy.
THE a
2 MILK COMPANY LIMITED
9
Responsible Sourcing Policy
The Company adopted a new Responsible Sourcing Policy
during the year. This policy sets out the ‘Minimum Standards’
that the Company expects its suppliers to meet when
conducting their businesses, covering labour, health, safety,
the environment, and animal welfare. Suppliers are strongly
encouraged to exceed these Minimum Standards and be
active in advancing social and environmental responsibility
and responsible business practices, and to replicate the
Minimum Standards in their own supply chains.
In addition to the matters set out in this policy, the Company
requires all its suppliers to comply with all applicable laws and
regulations in all countries in which they operate, regarding
labour, health, safety, and the environment.
At a minimum, the Company seeks to include the supplier’s
compliance with the Minimum Standards as an obligation in
any relevant supply contract, including a requirement that
suppliers must notify the Company as soon as practical after
the supplier becomes aware that it has, or a member of
its group or a part of its supply chain has, contravened the
Minimum Standards.
Suspected breaches of this policy will be investigated. Where
breaches are identified, the general approach is to work with
suppliers towards ensuring full compliance with the Minimum
Standards. However, the Company may seek to terminate
contractual arrangements or seek alternative supply sources
if suppliers are unable or unwilling to work towards full
compliance with the Minimum Standards, or where the non-
compliance is of such a nature that ceasing association with
the supplier is the most appropriate course of action.
This policy operates alongside other Company policies,
including the Code of Ethics and the Anti-Bribery &
Anti-Corruption Policy.
Modern Slavery Statement
The Company’s Modern Slavery Statement for FY20,
published in accordance with the Modern Slavery Act 2018
(Cth, Australia) was issued on 30 March 2021, and is available
on the Company’s website at https://thea2milkcompany.com/
corporate-governance.
The Company’s Modern Slavery Statement is discussed on
page 30 of the Company’s 2021 Annual Report.
Health and safety
The Company is committed to the health, safety and
wellbeing of its people. This commitment starts with the
Board. The directors visit the Company’s sites to gain first-
hand understanding of the systems in place, albeit that this
activity was impacted by various travel restrictions during
FY21. Health and safety reports are reviewed at each Board
meeting. Reporting is focused not only on injuries but also
safety observations, which are an important part of an
improving health and safety management system. During the
year, there was one lost time injury and no injury requiring
medical treatment.
The Company’s workplace health and safety regime includes:
—a framework to assist the Board and senior management
with the identification, control, reporting, investigation
and monitoring of health and safety risks to the Group;
—use of qualified external consultants to ensure compliance
with relevant laws in each jurisdiction and to identify
improvement opportunities;
—Board prioritisation of health and safety performance,
facilitated through monthly formal review and Board
updates, to ensure a strong focus on health and safety in
the workplace is maintained; and
—health and safety training and supervision for employees.
Indemnities and insurance
The Company has provided Deeds of Indemnity to all
directors for potential liabilities to any person, other than
the Company and its subsidiaries, they may incur for acts or
omissions in their capacity as directors of the Company and
its subsidiaries and costs incurred in defending or setting any
claim or proceeding relating to any such liabilities. Directors’
and officers’ liability insurance is in place for directors and
officers acting on behalf of the Company.
Protocols in the event of a takeover offer
The Board has established protocols that set out the
procedures to be followed in the event of a takeover offer
to assist directors and management with the response to
unexpected takeover activity, including governance, conflict
and communications protocols for takeover response.
www.thea2milkcompany.com
---
The a2 Milk Company Limited
ARBN 158 331 965
ASX Appendix 4E - Preliminary Final Report
Results for announcement to the market
Reporting period Twelve months to 30 June 2021
Previous reporting
period
Twelve months to 30 June 2020
Amount (000s) Percentage change
Revenue from
continuing ordinary
activities
$NZ 1,206,734 (30.3%)
Profit (loss) from
continuing ordinary
activities after tax
attributable to security
holders
$NZ 80,658 (79.2%)
Net profit (loss)
attributable to security
holders
$NZ 80,658 (79.1%)
Final dividend Amount per security Imputed amount per
security
The Company does not
propose to pay a
dividend for the year
ended 30 June 2021
Not applicable Not applicable
Record date Not applicable
Dividend payment date Not applicable
Comments: For further information refer to the attached:
Audited Annual Report for the year ended 30 June
2021
Full Year Results Commentary
Full Year Results Presentation
Net Tangible Assets per
security
30 June 2021
$NZ 1.37
30 June 2020
$NZ 1.48
---
Rules 4.7.3 and 4.10.3
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 1
Appendix 4G
Key to Disclosures
Corporate Governance Council Principles and Recommendations
Name of entity
The a2 Milk Company Limited
ABN/ARBN Financial year ended:
158 331 965 30 June 2021
Our corporate governance statement
1
for the period above can be found at:
2
☐
These pages of our
annual report:
☒
This URL on our
website:
https://thea2milkcompany.com/corporate-governance
The Corporate Governance Statement is accurate and up to date as at 30 June 2021 and has been
approved by the board.
The annexure includes a key to where our corporate governance disclosures can be located.
3
Date: 26 August 2021
Name of authorised officer
authorising lodgement:
Jaron McVicar, Chief Legal and Sustainability Officer
& Company Secretary
1
“Corporate governance statement” is defined in Listing Rule 19.12 to mean the statement referred to in Listing Rule 4.10.3 which
discloses the extent to which an entity has followed the recommendations set by the ASX Corporate Governance Council during
a particular reporting period.
Listing Rule 4.10.3 requires an entity that is included in the official list as an ASX Listing to include in its annual report either a
corporate governance statement that meets the requirements of that rule or the URL of the page on its website where such a
statement is located. The corporate governance statement must disclose the extent to which the entity has followed the
recommendations set by the ASX Corporate Governance Council during the reporting period. If the entity has not followed a
recommendation for any part of the reporting period, its corporate governance statement must separately identify that
recommendation and the period during which it was not followed and state its reasons for not following the recommendation and
what (if any) alternative governance practices it adopted in lieu of the recommendation during that period.
Under Listing Rule 4.7.4, if an entity chooses to include its corporate governance statement on its website rather than in its annual
report, it must lodge a copy of the corporate governance statement with ASX at the same time as it lodges its annual report with
ASX. The corporate governance statement must be current as at the effective date specified in that statement for the purposes of
Listing Rule 4.10.3.
Under Listing Rule 4.7.3, an entity must also lodge with ASX a completed Appendix 4G at the same time as it lodges its annual
report with ASX. The Appendix 4G serves a dual purpose. It acts as a key designed to assist readers to locate the governance
disclosures made by a listed entity under Listing Rule 4.10.3 and under the ASX Corporate Governance Council’s
recommendations. It also acts as a verification tool for listed entities to confirm that they have met the disclosure requirements of
Listing Rule 4.10.3.
The Appendix 4G is not a substitute for, and is not to be confused with, the entity's corporate governance statement. They serve
different purposes and an entity must produce each of them separately.
2
Tick whichever option is correct and then complete the page number(s) of the annual report, or the URL of the web page, where
your corporate governance statement can be found. You can, if you wish, delete the option which is not applicable.
3
Throughout this form, where you are given two or more options to select, you can, if you wish, delete any option which is not
applicable and just retain the option that is applicable. If you select an option that includes “OR” at the end of the selection and
you delete the other options, you can also, if you wish, delete the “OR” at the end of the selection.
See notes 4 and 5 below for further instructions on how to complete this form.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 2
ANNEXURE – KEY TO CORPORATE GOVERNANCE DISCLOSURES
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 1 – LAY SOLID FOUNDATIONS FOR MANAGEMENT AND OVERSIGHT
1.1 A listed entity should have and disclose a board charter setting
out:
(a) the respective roles and responsibilities of its board and
management; and
(b) those matters expressly reserved to the board and those
delegated to management.
☒
Corporate Governance Statement page 2, and we have disclosed a
copy of our board charter at:
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.2 A listed entity should:
(a) undertake appropriate checks before appointing a
director or senior executive or putting someone forward for
election as a director; and
(b) provide security holders with all material information in its
possession relevant to a decision on whether or not to elect or re-
elect a director.
☒
Corporate Governance Statement, page 5
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this
recommendation is therefore not applicable
1.3 A listed entity should have a written agreement with each director
and senior executive setting out the terms of their appointment.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.4 The company secretary of a listed entity should be accountable
directly to the board, through the chair, on all matters to do with
the proper functioning of the board.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
4
Tick the box in this column only if you have followed the relevant recommendation in full for the whole of the period above. Where the recommendation has a disclosure obligation attached, you must insert
the location where that disclosure has been made, where indicated by the line with “insert location” underneath. If the disclosure in question has been made in your corporate governance statement, you
need only insert “our corporate governance statement”. If the disclosure has been made in your annual report, you should insert the page number(s) of your annual report (eg “pages 10-12 of our annual
report”). If the disclosure has been made on your website, you should insert the URL of the web page where the disclosure has been made or can be accessed (eg “www.entityname.com.au/corporate
governance/charters/”).
5
If you have followed all of the Council’s recommendations in full for the whole of the period above, you can, if you wish, delete this column from the form and re-format it.
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 3
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.5 A listed entity should:
(a) have and disclose a diversity policy;
(b) through its board or a committee of the board set
measurable objectives for achieving gender diversity in the
composition of its board, senior executives and workforce
generally; and
(c) disclose in relation to each reporting period:
(1) the measurable objectives set for that period to
achieve gender diversity;
(2) the entity’s progress towards achieving those
objectives; and
(3) either:
(A) the respective proportions of men and women
on the board, in senior executive positions and
across the whole workforce (including how the
entity has defined “senior executive” for these
purposes); or
(B) if the entity is a “relevant employer” under the
Workplace Gender Equality Act, the entity’s
most recent “Gender Equality Indicators”, as
defined in and published under that Act.
If the entity was in the S&P / ASX 300 Index at the
commencement of the reporting period, the measurable objective
for achieving gender diversity in the composition of its board
should be to have not less than 30% of its directors of each
gender within a specified period.
☒
and we have disclosed a copy of our diversity policy at:
https://thea2milkcompany.com/corporate-governance
and we have disclosed the information referred to in paragraph (c)
at:
Annual Report pages 23 to 25.
and if we were included in the S&P / ASX 300 Index at the
commencement of the reporting period our measurable objective for
achieving gender diversity in the composition of its board of not less
than 30% of its directors of each gender within a specified period.
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 4
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
1.6 A listed entity should:
(a) have and disclose a process for periodically evaluating the
performance of the board, its committees and individual
directors; and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
Corporate Governance Statement page 6.
https://thea2milkcompany.com/corporate-governance
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Corporate Governance Statement page 6.
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
1.7 A listed entity should:
(a) have and disclose a process for evaluating the performance
of its senior executives at least once every reporting period;
and
(b) disclose for each reporting period whether a performance
evaluation has been undertaken in accordance with that
process during or in respect of that period.
☒
and we have disclosed the evaluation process referred to in
paragraph (a) at:
Annual Report page 48
and whether a performance evaluation was undertaken for the
reporting period in accordance with that process at:
Annual Report page 48
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 5
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 2 - STRUCTURE THE BOARD TO BE EFFECTIVE AND ADD VALUE
2.1 The board of a listed entity should:
(a) have a nomination committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a nomination committee, disclose that
fact and the processes it employs to address board
succession issues and to ensure that the board has the
appropriate balance of skills, knowledge, experience,
independence and diversity to enable it to discharge its
duties and responsibilities effectively.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://thea2milkcompany.com/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
Annual Report page 47
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a nomination
committee and the processes we employ to address board
succession issues and to ensure that the board has the appropriate
balance of skills, knowledge, experience, independence and
diversity to enable it to discharge its duties and responsibilities
effectively at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.2 A listed entity should have and disclose a board skills matrix
setting out the mix of skills that the board currently has or is
looking to achieve in its membership.
☒
and we have disclosed our board skills matrix at:
Annual Report page 46
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.3 A listed entity should disclose:
(a) the names of the directors considered by the board to be
independent directors;
(b) if a director has an interest, position, affiliation or
relationship of the type described in Box 2.3 but the board
is of the opinion that it does not compromise the
independence of the director, the nature of the interest,
position or relationship in question and an explanation of
why the board is of that opinion; and
(c) the length of service of each director.
☒
and we have disclosed the names of the directors considered by the
board to be independent directors at:
Annual Report page 44
and, where applicable, the information referred to in paragraph (b)
at:
Annual Report page 44
and the length of service of each director at:
Annual Report pages 40 to 41
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 6
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
2.4 A majority of the board of a listed entity should be independent
directors.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.5 The chair of the board of a listed entity should be an
independent director and, in particular, should not be the same
person as the CEO of the entity.
☐
☒ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
2.6 A listed entity should have a program for inducting new
directors and for periodically reviewing whether there is a need
for existing directors to undertake professional development to
maintain the skills and knowledge needed to perform their role
as directors effectively.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
PRINCIPLE 3 – INSTIL A CULTURE OF ACTING LAWFULLY, ETHICALLY AND RESPONSIBLY
3.1 A listed entity should articulate and disclose its values.
☒
and we have disclosed our values at:
Corporate Governance Statement page 7.
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement
3.2 A listed entity should:
(a) have and disclose a code of conduct for its directors,
senior executives and employees; and
(b) ensure that the board or a committee of the board is
informed of any material breaches of that code.
☒
and we have disclosed our code of conduct at:
Corporate Governance Statement page 7.
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement
3.3 A listed entity should:
(a) have and disclose a whistleblower policy; and
(b) ensure that the board or a committee of the board is
informed of any material incidents reported under that
policy.
☒
and we have disclosed our whistleblower policy at:
Corporate Governance Statement page 8.
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement
3.4 A listed entity should:
(a) have and disclose an anti-bribery and corruption policy;
and
(b) ensure that the board or committee of the board is
informed of any material breaches of that policy.
☒
and we have disclosed our anti-bribery and corruption policy at:
Corporate Governance Statement page 8.
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 7
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 4 – SAFEGUARD THE INTEGRITY OF CORPORATE REPORTS
4.1 The board of a listed entity should:
(a) have an audit committee which:
(1) has at least three members, all of whom are non-
executive directors and a majority of whom are
independent directors; and
(2) is chaired by an independent director, who is not
the chair of the board,
and disclose:
(3) the charter of the committee;
(4) the relevant qualifications and experience of the
members of the committee; and
(5) in relation to each reporting period, the number of
times the committee met throughout the period and
the individual attendances of the members at those
meetings; or
(b) if it does not have an audit committee, disclose that fact
and the processes it employs that independently verify
and safeguard the integrity of its corporate reporting,
including the processes for the appointment and removal
of the external auditor and the rotation of the audit
engagement partner.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://thea2milkcompany.com/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
Annual Report page 40 to 41, 47
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an audit
committee and the processes we employ that independently verify
and safeguard the integrity of our corporate reporting, including the
processes for the appointment and removal of the external auditor
and the rotation of the audit engagement partner at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
4.2 The board of a listed entity should, before it approves the
entity’s financial statements for a financial period, receive from
its CEO and CFO a declaration that, in their opinion, the
financial records of the entity have been properly maintained
and that the financial statements comply with the appropriate
accounting standards and give a true and fair view of the
financial position and performance of the entity and that the
opinion has been formed on the basis of a sound system of risk
management and internal control which is operating effectively.
☒
☐ set out in our Corporate Governance Statement
4.3 A listed entity should disclose its process to verify the integrity
of any periodic corporate report it releases to the market that is
not audited or reviewed by an external auditor.
☒
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 8
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 5 – MAKE TIMELY AND BALANCED DISCLOSURE
5.1 A listed entity should have and disclose a written policy for
complying with its continuous disclosure obligations under
listing rule 3.1.
☒
and we have disclosed our continuous disclosure compliance policy
at:
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement
5.2 A listed entity should ensure that its board receives copies of all
material market announcements promptly after they have been
made.
☒
☐ set out in our Corporate Governance Statement
5.3 A listed entity that gives a new and substantive investor or
analyst presentation should release a copy of the presentation
materials on the ASX Market Announcements Platform ahead
of the presentation.
☒
☐ set out in our Corporate Governance Statement
PRINCIPLE 6 – RESPECT THE RIGHTS OF SECURITY HOLDERS
6.1 A listed entity should provide information about itself and its
governance to investors via its website.
☒
and we have disclosed information about us and our governance on
our website at:
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement
6.2 A listed entity should have an investor relations program that
facilitates effective two-way communication with investors.
☒
☐ set out in our Corporate Governance Statement
6.3 A listed entity should disclose how it facilitates and encourages
participation at meetings of security holders.
☒
and we have disclosed how we facilitate and encourage participation
at meetings of security holders at:
Corporate Governance Statement page 8.
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement
6.4 A listed entity should ensure that all substantive resolutions at a
meeting of security holders are decided by a poll rather than by
a show of hands.
☒ ☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 9
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
6.5 A listed entity should give security holders the option to receive
communications from, and send communications to, the entity
and its security registry electronically.
☒
☐ set out in our Corporate Governance Statement
PRINCIPLE 7 – RECOGNISE AND MANAGE RISK
7.1 The board of a listed entity should:
(a) have a committee or committees to oversee risk, each of
which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a risk committee or committees that
satisfy (a) above, disclose that fact and the processes it
employs for overseeing the entity’s risk management
framework.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://thea2milkcompany.com/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
Annual Report page 47
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a risk committee
or committees that satisfy (a) and the processes we employ for
overseeing our risk management framework at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
7.2 The board or a committee of the board should:
(a) review the entity’s risk management framework at least
annually to satisfy itself that it continues to be sound and
that the entity is operating with due regard to the risk
appetite set by the board; and
(b) disclose, in relation to each reporting period, whether
such a review has taken place.
☒
and we have disclosed whether a review of the entity’s risk
management framework was undertaken during the reporting period
at:
Corporate Governance Statement page 8.
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 10
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
7.3 A listed entity should disclose:
(a) if it has an internal audit function, how the function is
structured and what role it performs; or
(b) if it does not have an internal audit function, that fact and
the processes it employs for evaluating and continually
improving the effectiveness of its governance, risk
management and internal control processes.
☒
[If the entity complies with paragraph (a):]
and we have disclosed how our internal audit function is structured
and what role it performs at:
Corporate Governance Statement page 6.
https://thea2milkcompany.com/corporate-governance
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have an internal audit
function and the processes we employ for evaluating and continually
improving the effectiveness of our risk management and internal
control processes at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
7.4 A listed entity should disclose whether it has any material
exposure to environmental or social risks and, if it does, how it
manages or intends to manage those risks.
☒
and we have disclosed whether we have any material exposure to
environmental and social risks at:
Annual Report page 26 to 31
and, if we do, how we manage or intend to manage those risks at:
Annual Report page 26 to 31, 34 to 37
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 11
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
PRINCIPLE 8 – REMUNERATE FAIRLY AND RESPONSIBLY
8.1 The board of a listed entity should:
(a) have a remuneration committee which:
(1) has at least three members, a majority of whom are
independent directors; and
(2) is chaired by an independent director,
and disclose:
(3) the charter of the committee;
(4) the members of the committee; and
(5) as at the end of each reporting period, the number
of times the committee met throughout the period
and the individual attendances of the members at
those meetings; or
(b) if it does not have a remuneration committee, disclose
that fact and the processes it employs for setting the level
and composition of remuneration for directors and senior
executives and ensuring that such remuneration is
appropriate and not excessive.
☒
[If the entity complies with paragraph (a):]
and we have disclosed a copy of the charter of the committee at:
https://thea2milkcompany.com/corporate-governance
and the information referred to in paragraphs (4) and (5) at:
Annual Report page 47
[If the entity complies with paragraph (b):]
and we have disclosed the fact that we do not have a remuneration
committee and the processes we employ for setting the level and
composition of remuneration for directors and senior executives and
ensuring that such remuneration is appropriate and not excessive:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
8.2 A listed entity should separately disclose its policies and
practices regarding the remuneration of non-executive directors
and the remuneration of executive directors and other senior
executives.
☒
and we have disclosed separately our remuneration policies and
practices regarding the remuneration of non-executive directors and
the remuneration of executive directors and other senior executives
at:
Annual Report pages 48 to 53
☐ set out in our Corporate Governance Statement OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
8.3 A listed entity which has an equity-based remuneration scheme
should:
(a) have a policy on whether participants are permitted to
enter into transactions (whether through the use of
derivatives or otherwise) which limit the economic risk of
participating in the scheme; and
(b) disclose that policy or a summary of it.
☒
and we have disclosed our policy on this issue or a summary of it at:
Corporate Governance Statement page 8
https://thea2milkcompany.com/corporate-governance
☐ set out in our Corporate Governance Statement OR
☐ we do not have an equity-based remuneration scheme and
this recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 12
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
ADDITIONAL RECOMMENDATIONS THAT APPLY ONLY IN CERTAIN CASES
9.1 A listed entity with a director who does not speak the language
in which board or security holder meetings are held or key
corporate documents are written should disclose the processes
it has in place to ensure the director understands and can
contribute to the discussions at those meetings and
understands and can discharge their obligations in relation to
those documents.
☐
and we have disclosed information about the processes in place at:
.................................................................................
[insert location]
☐ set out in our Corporate Governance Statement OR
☒ we do not have a director in this position and this
recommendation is therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.2 A listed entity established outside Australia should ensure that
meetings of security holders are held at a reasonable place and
time.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are established in Australia and this recommendation is
therefore not applicable OR
☐ we are an externally managed entity and this recommendation
is therefore not applicable
9.3 A listed entity established outside Australia, and an externally
managed listed entity that has an AGM, should ensure that its
external auditor attends its AGM and is available to answer
questions from security holders relevant to the audit.
☒
☐ set out in our Corporate Governance Statement OR
☐ we are established in Australia and not an externally managed
listed entity and this recommendation is therefore not
applicable
☐ we are an externally managed entity that does not hold an
AGM and this recommendation is therefore not applicable
ADDITIONAL DISCLOSURES APPLICABLE TO EXTERNALLY MANAGED LISTED ENTITIES
- Alternative to Recommendation 1.1 for externally managed
listed entities:
The responsible entity of an externally managed listed entity
should disclose:
(a) the arrangements between the responsible entity and the
listed entity for managing the affairs of the listed entity;
and
(b) the role and responsibility of the board of the responsible
entity for overseeing those arrangements.
☐
and we have disclosed the information referred to in paragraphs (a)
and (b) at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
Appendix 4G
Key to Disclosures Corporate Governance Council Principles and Recommendations
ASX Listing Rules Appendix 4G (current at 17/7/2020) Page 13
Corporate Governance Council recommendation Where a box below is ticked,
4
we have followed the
recommendation in full for the whole of the period above. We
have disclosed this in our Corporate Governance Statement:
Where a box below is ticked, we have NOT followed the
recommendation in full for the whole of the period above. Our
reasons for not doing so are:
5
- Alternative to Recommendations 8.1, 8.2 and 8.3 for externally
managed listed entities:
An externally managed listed entity should clearly disclose the
terms governing the remuneration of the manager.
☐
and we have disclosed the terms governing our remuneration as
manager of the entity at:
.........................................................................................
[insert location]
☐ set out in our Corporate Governance Statement
Data sourced from publicly available filings. Our datasets may not be complete. Automated analysis can produce errors. If you believe any data on this page is incorrect, please contact us at hello@nzxplorer.co.nz. For informational purposes only. Not investment advice.
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