PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ

 
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PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
2017   Annual Report

PLANNING TODAY
    FOR AN EVEN
   BETTER PORT
    TOMORROW
PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
02     SOUTH PORT ANNUAL REPORT 2017

     Contents
     Financial Calendar                                        Below           Port Infrastructure                                        32
     Company Profile and South Port Facts                   Opposite           Auditors’ Report                                           34
     Significant Events                                            04          Statement of Comprehensive Income/
                                                                               Statement of Changes in Equity                             37
     Financial Results in Brief                                    05
                                                                               Statement of Financial Position                            38
     Review of Operations                                          06
                                                                               Statement of Cash Flows                                    39
     Directors’ Profiles                                           18
                                                                               Notes to the Financial Statements                          40
     Statutory Report of Directors                                 20
                                                                               Financial and Operational Five Year Summary                59
     Statutory Disclosure in Relation to Shareholders              22
                                                                               Glossary of Port and Shipping Terms                        60
     Corporate Governance                                          23
                                                                               Directory                                                  61
     Mediterranean Shipping Company – Service Overview             26
                                                                               Southern Region Production/
     Infrastructure – The Plan                                     28
                                                                               Cargo Locations                              Inside back cover
     Forestry Focus                                                30

     Financial Calendar
     24 AUGUST 2017                                     27 OCTOBER 2017                                  MARCH 2018
     2017 Full Year Profit Announcement                 Close of Share Register for                      2018 Interim Dividend Payment
                                                        Entitlement to Final Dividend

     24 OCTOBER 2017                                                                                     30 JUNE 2018
     Proxies must be lodged by 10:45am                  7 NOVEMBER 2017                                  2018 Financial Year End
                                                        Final Dividend Payment

     26 OCTOBER 2017
     Annual Meeting – 10:45am                           7 FEBRUARY 2018
     Venue: South Port Board Room                       2017 Interim Profit Announcement
     Island Harbour, Bluff
PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
03
PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
SOUTH PORT ANNUAL REPORT 2017   03   04    SOUTH PORT ANNUAL REPORT 2017

                                                                                                                                                2016/17 Significant Events
Ultimate                      “ SOUTH PORT WILL BE THE BEST CARGO DISTRIBUTION
    Goal
                              OPTION FOR ALL SOUTHERN BUSINESSES THROUGH THE
                              APPLICATION OF QUALITY PROCESSES AND INNOVATION.”                                                                 öö Achieved NPAT of $8.45
                                                                                                                                                   million (2016 $8.71 million).
                                                                                                                                                                                       öö Company embarked on major
                                                                                                                                                                                          PCBU [Person Conducting
                                                                                                                                                                                                                              öö Two major infrastructure
                                                                                                                                                                                                                                 projects will be undertaken
                                                                                                                                                   Represented better than                a Business or Undertaking]             in FY2018 – provision of
                                                                                                                                                   expected result given higher           project, likely to take 24             replacement access structure
                                                                                                                                                   R&M expenditure [+18% YOY].            months - involves identifying          for Fuel Berth at Town Wharf
                                                                                                                                                                                          all third party interactions,          plus sealing of 1.0 ha of log
                                                                                                                                                öö Paying consistent 26.0 cents           classifying contractual                storage area and drainage
                                                                                                                                                   total dividend (2016 26.0 cents).      relationships and documenting          upgrade on Island Harbour.
Company Profile                             Key Objectives                      South Port Facts                                                                                          H&S obligations.
                                                                                                                                                öö Cargo volume of 3.05 million                                               öö Additional warehousing
South Port New Zealand Ltd (South           öö To increase customer usage       öö Owns and manages assets which have a                                                                öö Invercargill-located Intermodal        services provided to Open
                                                                                                                                                   tonnes matched prior year’s
Port) is the southernmost commercial           of South Port and improve           book value of $53 million
                                                                                                                                                   record volume                          Freight Centre (IFC)                   Country Dairy with review
port in New Zealand, located at Bluff          customer satisfaction.
and operating on a year round, 24-
                                                                                öö Directly utilises more than 120 full time                       (2016 - 3.05 million).                 commenced operating August             of operating model to occur
                                            öö To make the best use of South       equivalent staff                                                                                       2016 – site is performing well         during FY2018.
hour basis. It is situated in the rich
                                               Port’s resources and develop
productive province of Southland,                                               öö Is the only Southland based company listed                   öö Categories showing largest             offering logistical services.
                                               the assets of Bluff Harbour.
which is responsible for generating a                                              on NZX – market capitalisation as at                                                                                                       öö All dry warehouses located
                                                                                                                                                   gains were logs, NZAS exports
sizeable proportion of New Zealand’s        öö To improve returns to               30 June 2017 equated to $155 million
                                                                                                                                                   and dairy (both export and          öö 2017 log volume generated              on Island Harbour were fully
total exports by value. The region’s           shareholders and create
major cargo producing sites are                positive value.
                                                                                öö Handles in excess of 3.0 million tonnes of                      ingredients).                          new record of 560,000 tonnes,          tenanted during the 2017
                                                                                   cargo in a normal trading year                                                                         a lift of 84,000T on prior year.       financial period.
situated within 30 to 80 kilometres of
                                            öö To provide a safe workplace
the Port.                                                                       öö Offers full container, break bulk and bulk                   öö Offsetting cargo declines
                                               and respect the environment.
                                                                                   cargo capability and services the following                     occurred for NZAS imported          öö Stock food imports continued        öö Mataura Valley Milk
The Port of Bluff has been operating        öö To achieve differentiation          main cargoes:
since 1877, while the Company was                                                                                                                  materials, stock food and              to decline (reduction of 30,000        establishing $200M dairy
                                               in the market and gain               öö import – alumina, petroleum products,
formed in 1988 having taken over               competitive advantage                                                                               petroleum products.                    tonnes or 20% fall) despite            processing plant in Eastern
                                                                                       fertiliser, acid, stock food and cement
the assets and liabilities of the former       over other operators in the                                                                                                                a rebuild phase in the dairy           Southland to manufacture
Southland Harbour Board.                                                            öö export – aluminium, timber, logs, dairy,
                                               transport sector.                                                                                öö Maintaining activity above             sector.                                infant formula/UHT cream
                                                                                       meat by-products, fish and woodchips
South Port was listed on the                öö To assist the establishment of                                                                      a 3.0 million tonne cargo                                                     provides a potential new cargo
                                                                                öö Has split its land-based operating resource                                                                                                   opportunity.
New Zealand Stock Exchange (NZX) in            new industry and the growth                                                                         threshold is significant for        öö Container throughput record
                                                                                   into four main divisions – dairy warehousing,
1994 and has Environment Southland,            of existing businesses in the
                                                                                   containers, cool and cold storage and                           the business. Demonstrates             established of 39,300 TEU
the region’s local government                  southern region.                                                                                                                           (35,100), driven by dairy sector,   öö Cold storage margins
                                                                                   general cargo                                                   consistent period of growth
environmental agency, as its 66%
                                                                                                                                                   since 2009 when cargo was              cement and fertiliser/farm             significantly lower due to
majority shareholder.                                                           öö Undertakes its primary port operation on a
                                                                                   40 ha. man-made Island Harbour situated                         1.86 million tonnes.                   nutrition increases.                   product remaining in store for
South Port established its off-port                                                at Bluff                                                                                                                                      less time and higher
Intermodal Freight Centre (IFC) in July                                                                                                                                                                                          operating costs.
                                                                                öö Operates a separate dedicated fuel berth at                  öö As previously signalled, higher     öö Restructure of Marine Division
2016. Strategically located adjacent
to the KiwiRail railhead in Invercargill,                                          Bluff Town Wharf plus provides the                              R&M expenditure became a               undertaken to deliver more
the IFC allows importers and                                                       Tiwai Wharf facility to NZAS under a long                       reality.                               consistent and safer resources      öö Continuous improvement
exporters in the Southland and Otago                                               term licence                                                                                           within this area of the business.      principles continue to be
regions to distribute their products in                                         öö Owns and operates an off-port container                      öö Continued emphasis on Health                                                  applied through “Port
a timely and efficient manner.                                                                                                                                                                                                   Achieving Combined
                                                                                   packing/unpacking facility adjacent to the                      and Safety (H&S) performance        öö Insurance market tightened
                                                                                   railhead at Mersey Street, Invercargill. The                    saw revised risk scoring system        noticeably for NZ port sector          Excellence” (PACE) Programme.
                                                                                   8,000 m2 site houses a 4,000 m2 customs
                                                                                                                                                   implemented, enhanced Permit           following November 2016
                                                                                   controlled and MPI transitional facility
                                                                                                                                                   To Work process adopted                Kaikoura earthquake, forcing        öö South Port Directors and
                                                                                öö Services vessels carrying approximately                                                                rethink of cover approach.             management involved
                                                                                                                                                   and more rigorous contractor
                                                                                   1 million tonnes of cargo destined for
                                                                                                                                                   monitoring.                                                                   in Southland Regional
                                                                                   movement across the Tiwai Wharf each year,
                                                                                   of which two thirds is raw material imports                                                         öö Sale of surplus tug, Monowai           Development Strategy
                                                                                   while one third is finished aluminium product                                                          occurred post year-end. This           (SoRDS) Aquaculture Team.
                                                                                öö Has approximately 7 ha. of on-port land                                                                plant was retained for a period
                                                                                   available for further port development or                                                              to enable major R&M on
                                                                                   industry establishment                                                                                 other tugs.
PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
SOUTH PORT ANNUAL REPORT 2017      05

Financial Results in Brief

SURPLUS AFTER TAX                                           OPERATING CASH FLOW
2017                                             $8.4m      2017                                    $12.1m

2016                                                $8.7m   2016                                   $11.9m

2015                             $7.7m                      2015                                   $12.0m

2014                     $6.7m                              2014                  $8.8m

2013                   $6.5m                                2013                   $8.9m

EQUITY RATIO                                                DIVIDENDS PER SHARE
2017           70.8%                                        2017                                       26.00c

2016   67.1%                                                2016                                       26.00c

2015           70.7%                                        2015                                   24.00c

2014     68.7%                                              2014                              22.00c

2013                    74.1%                               2013                              22.00c

RETURN ON EQUITY                                            RETURN ON ASSETS
2017                                       23.2%            2017                                   23.5%

2016                                         25.3%          2016                                       25.4%

2015                                      23.9%             2015                                   24.8%

2014                                     21.6%              2014                              22.8%

2013                                     21.6%              2013                                    25.0%

In Thousands of New Zealand Dollars		                                                      2017                 2016

Revenue 		                                                                            $36,997                $36,903
Surplus after tax 		                                                                      $8,448               $8,709
Cashflow from operating activities 		                                                 $12,068                  $11,863
Total assets 		                                                                       $52,555                $53,019
Total equity 		                                                                       $37,223                $35,596
Shareholders’ equity ratio 		                                                             70.8%                 67.1%
Earnings per share 		                                                                      32.2c                 33.2c
Dividends declared per share 		                                                            26.0c                26.0c
Net asset backing per share 		                                                             $1.42                 $1.36
Return on shareholders’ funds 		                                                           23.2%                25.3%
Cargo throughput (000’s tonnes) 		                                                         3,053                3,048
PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
06     SOUTH PORT ANNUAL REPORT 2017

     Review of Operations
     A FURTHER YEAR OF STRONG CARGO FLOWS AND ROBUST
     CUSTOMER SUPPORT ENABLED THE COMPANY TO MATCH THE
     RECORD VOLUME OF 3.05M TONNES ACHIEVED IN FY2016.

     OVERVIEW AND CARGO                              This cargo flow was made possible by a
                                                     range of important export customers, the
                                                                                                       A new container throughput record of
                                                                                                       39,300 TEU (35,100) was achieved in
                                                     largest of which is Rayonier/Matariki Forests.    FY2017. This lift was created by increased
     The reported after-tax profit of $8.45M
                                                                                                       cargo flows by the dairy processing
     was down slightly on the prior year but         New Zealand’s Aluminium Smelter (NZAS)            sector, inbound cement, fertiliser and farm
     was noticeably higher than the level            achieved record production from its               nutrition products.
     projected when reporting the FY2016             three main reduction lines (potlines) in
     profit outcome. As previously signalled,        the 12 months to 31 December 2016. The            In contrast, stock food imports continued
     the overall maintenance spend on fixed          smelter is economically significant both          to decline despite the dairy sector
     infrastructure had been programmed to           from a regional and a national perspective,       going through a rebuilding phase. This
     lift and this was clearly evident in FY2017.    and it continues to demonstrate a high            demonstrates that it may take further time
                                                     level of resilience despite facing a              before farmers return to the operating
     Bulk cargo activity remains the back bone
                                                     number of challenging external factors. In        models that existed prior to the recent
     of the business and the key product
                                                     particular NZAS continues to face very high       industry payout level slump. Import levels
     flows of forestry, NZAS-related materials,
                                                     transmission costs and the Transmission           into Bluff Port fell by 30,000 tonnes or
     fertiliser, petroleum and other agri-
                                                     Pricing Methodology (TPM) review process is       20% YOY.
     products continue to demonstrate either
                                                     now facing more delays. Initially the process
     growth or stability.                                                                              Breaking the 3.0 million tonne cargo
                                                     was stalled when flaws were discovered
                                                     in the supporting cost benefit analysis and       threshold was a significant milestone for
     Forestry production (logs/woodchips/
                                                     now further delays are expected while new         South Port and comes on the back of
     sawn timber) exported through South Port
                                                     board members come up to speed with               consistent growth achieved over several
     took a further climb and now represents
                                                     the underpinning principles of the reform.        years. To put the latest year’s volume
     almost 30% of the business throughput.
                                                     Despite these frustrating ongoing delays,         in context, during the first half of the
     Logs in particular are now a significant part
                                                     NZAS and South Port believe the new board         previous decade, the Company’s cargo
     of the Port landscape and registered a
                                                     members have the skill and expertise to           total remained within a range of 2.0 million
     fresh annual high of 560,000 tonnes.
                                                     realise the Authority’s aim of introducing        to 2.1 million tonnes. Over the past ten
                                                     fairer and more sustainable pricing for           years the Company’s freight volumes have
                                                     transmission.                                     climbed steadily alongside a wider range
                                                                                                       of services being offered to the market.

     “REMAINS
        BULK CARGO ACTIVITY
              THE BACK BONE OF THE
     BUSINESS AND THE KEY PRODUCT
     FLOWS OF FORESTRY, NZAS-
     RELATED MATERIALS, FERTILISER,
     PETROLEUM AND OTHER
     AGRI-PRODUCTS CONTINUE TO
     DEMONSTRATE EITHER GROWTH
     OR STABILITY. ”

                                                                                               Mark O'Connor, Chief Executive and Rex Chapman, Chairman
PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
SOUTH PORT ANNUAL REPORT 2017       07

              CRANE PRODUCTIVITY                                                        SHIP CALLS                            BREAKDOWN OF CARGO    CONTAINERS

                                                                                          312                                   415,000                       (Tonnage)

                                                                                       CONTAINERS
                                                                                                                                    BREAKDOWN OF CARGO    BULK

                                                                                   9,900(Packed/Unpacked)
                                                                                                                             2,371,000
                                32.8
                                                                                                                                                                 (Tonnage)

                                                                             NUMBER OF CONTAINERS
                                                                                                                              BREAKDOWN OF CARGO    BREAK BULK
                                 (Gross container moves per hour)

                                                                                                                                            267,000
                                                                               39,300
                                                                                                                                                                   (Tonnage)

                                                                                   (20 foot container equivalents)

CRANE PRODUCTIVITY                                                    SHIP CALLS                                             BREAKDOWN OF CARGO   CONTAINERS       (Tonnage)
(Gross container moves per hour)
                                                                                                                             2017                                415,000
2017                                                  32.8            2017                                     312           2016                              390,000
2016                                               30.6               2016                                          317      2015                               399,000
2015                                        27.0      1               2015                                     301           2014                        351,000

2014                    17.1                                          2014                                      316          2013                    323,000

2013                    17.1                                          2013                                           336
1: Significant increase reflects the introduction of the two mobile
                                                                                                                             BREAKDOWN OF CARGO   BULK             (Tonnage)
crane operating model part way through the financial year.                                                                   2017                          2,371,000
                                                                                                                             2016                             2,428,000

NUMBER OF CONTAINERS                                                  CONTAINERS                                             2015                        2,225,000
(20 foot container equivalents)                                       (Packed/Unpacked)                                      2014                      2,125,000

 2017                                               39,300            2017                                           9,900   2013                  1,944,000

2016                                            35,100                2016                                          9,600
                                                                                                                             BREAKDOWN OF CARGO   BREAK BULK       (Tonnage)
2015                                             35,800               2015                                  8,400
                                                                                                                             2017                          267,000
2014                                         32,700                   2014                             7,800                 2016                   230,000
2013                                          34,800                  2013                          7,200                    2015                     237,000
                                                                                                                             2014                     244,000
                                                                                                                             2013                      247,000
PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
08     SOUTH PORT ANNUAL REPORT 2017

     COMPARATIVE CARGO BREAKDOWN 2017                                                               COMPARATIVE CARGO BREAKDOWN 2016

                                        10%                                                                                        9%
          47% EXPORTS                   NZAS Exports
                                                                                                         43% EXPORTS               NZAS Exports

                                                        2%                                                                                         1.5%
                                                        Other Exports                                                                              Other Exports

                     5%                                                                                             5%
                Agriculture                                                                                    Agriculture
                                                                                     27%                                                                                        28%
                                                                                     NZAS Imports                                                                               NZAS Imports

     29%                                                                                             27%
     Forestry                                                                                       Forestry

                                                                                     4%                                                                                         5%
                                                                                     Stock Food                                                                                 Stock Food

                              2%                                        11%                                         1.5%                                           11%
                  Other Imports                                         Fertiliser                         Other Imports                                           Fertiliser
                                       8%                                                                                        9%
                                   Petroleum           2%                                                                    Petroleum
                                                                                                                                                 3%
                                               Sulphuric Acid
                                                                 53% IMPORTS                                                             Sulphuric Acid     57% IMPORTS

                                                                                                                                                          NZAS export Ingot ready for loading
PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
SOUTH PORT ANNUAL REPORT 2017   09

           HEALTH & SAFETY                                                                                      ENVIRONMENT
           South Port has been a committed member            Specific projects that were completed in           No events occurred during the past
           of the Business Leaders’ Health & Safety          the H&S area during FY2017 included:               12 months that had a detrimental effect on
           Forum for approximately six years. Part of                                                           the environment in which South Port and
                                                              öö Implementing a revised risk scoring
           the stated intention of membership is to:                                                            its people operate.
                                                                 system;
               öö Constantly improve health and safety                                                          In October 2016, the Invercargill City
                                                              öö Continuing regular port user
                  (H&S) performance;                                                                            Council released decisions regarding the
                                                                 engagement via the operation of a Port
               öö To be held accountable before your             Users Forum;                                   Proposed District Plan. The Proposed
                  peers by sharing H&S results;                                                                 District Plan sets out the rules that govern
                                                              öö Adopting an enhanced Permit To Work            the use and development of land
               öö Champion H&S through inspiring our             (PTW) process; and                             throughout the district.
                  people, suppliers and customers to
                                                              öö Applying more rigorous monitoring
                  create zero harm workplaces; and                                                              South Port has appealed various elements
                                                                 and measuring of contractor
                                                                                                                of the Proposed District Plan, including
               öö Build systems which guarantee                  performance.
                                                                                                                the Council’s decision to rezone South
                  reported incidents are investigated and
                                                             In addition, the Company embarked                  Port’s Foreshore Road landholdings from
                  action taken.
                                                             on a major PCBU [Person Conducting a               “Seaport Zone” to “Seaport 2 Zone”. The
           During FY2017 the Board formed a                  Business or Undertaking] project, which            Seaport 2 Zone provides less flexibility for
           H&S Panel comprising of the full Board,           is likely to take 24 months to complete.           port related undertakings and imposes
           together with management and staff                The project involves identifying all third         restrictions on the type and scale of
           representatives. The Panel’s function is          party interactions, classifying contractual        activities that can occur in this area without
           to establish a H&S Strategic Plan, monitor        relationships and documenting H&S                  a resource consent. South Port is currently
           its implementation, undertake scheduled           obligations of the respective parties.             working with the Council to maintain
           operational site visits and address key                                                              flexibility and resolve the rezoning issue
           H&S issues facing this business. Another                                                             through Environment Court mediation.
           important tool used to deliver H&S
                                                                                                                The Island Harbour remains unaffected by
           improvement is the Company’s PACE
                                                                                                                the changes to the Proposed District Plan.
           (Process Improvement) Programme, with
           the H&S component being driven by the
           South Port H&S Committee.

           LOST TIME INJURY AND TOTAL RECORDABLE INJURY FREQUENCY RATES                                                                                 LTIFR
           Injuries per 100,000 work hours - 12 month rolling                                                                                           TRIFR
  6

              6

                                                                                                            7
                                                    7

                                                                      7

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                                   7
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                                                                                                                                                                       TRIFR
           0
                                6

                                                                  6

                                                                              6
                                           16

                                                         6

                                                                                                                                            7
                                                                                                       7

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                    6

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PLANNING TODAY FOR AN EVEN BETTER PORT TOMORROW - 2017 AnnualReport - South Port NZ
10     SOUTH PORT ANNUAL REPORT 2017

     INFRASTRUCTURE                                                INSURANCE MARKET
     South Port is an infrastructure-based business                TIGHTENING
     and accordingly has a particular focus on the
                                                                   The Company recently concluded its              claims totalling in excess of the collective
     planned maintenance (R&M) required for a
                                                                   annual insurance negotiations and               cover. Both insurance premiums and
     wide range of structures and assets.
                                                                   observed that the current insurance             excesses have increased significantly and
     Shareholders were previously informed that                    environment provides challenges to              there are concerns that in future the form
     a higher level of R&M expenditure has been                    securing appropriate material damage            of comprehensive insurance previously
     programmed for FY2017 and the next several                    cover. This is due to significant seismic       available for New Zealand ports may no
     years. This relates to a number of significant                events occurring in New Zealand in              longer be achievable.
     infrastructural assets being at or near the                   recent years. With large losses sustained
     end of their physical useful life. In order                   by both Lyttelton Port in 2011 and more         The Company’s insurance broker, Aon,
     to extend the effective life of these assets,                 recently CentrePort in Wellington (as a         had its Risk Engineer undertake loss
     a much greater level of R&M resource will                     result of the Kaikoura earthquake), both        modelling for South Port. This exercise
     need to be applied to these structures.                       local and international insurers are hesitant   indicated if there was a large earthquake
                                                                   to offer cover to New Zealand ports that        that impacted Bluff, the level of loss
     Two significant capital projects will also                    are built on reclaimed land and therefore       would likely fall below the $250 million
     be undertaken in the coming 12 months.                        susceptible to liquefaction.                    cover now in place. The Board and
     Firstly, a replacement access structure will be                                                               management have assessed the value
     constructed for the Town Wharf fuel import                    South Port is part of a NZ Port Collective      required to reinstate essential port assets
     berth (estimated cost $5.0 million). This                     (six ports) that traditionally purchases        and are comfortable that there is adequate
     structure services the inbound petroleum                      combined asset cover of $500 million,           cover in place for the Port to re-establish
     products for both Southland and the                           with some ports then purchasing cover           critical assets if there was a large seismic
     Wakatipu Basin. Secondly, to assist the                       above this level. The current renewal has       event that caused extensive damage. The
     growth of log exports, a 1.0 ha. log storage                  been difficult with collective cover of only    financial book value of South Port’s total
     area will be paved in conjunction with an                     $250 million being secured. This leaves         assets was $53 million (as at 30 June 2017)
     upgrade of adjoining drainage systems                         some exposure if there was a seismic event      while the Company’s market capitalisation
     (estimated cost $2.2 million).                                that impacted multiple ports and triggered      was $155 million.

‘Aurora Australis’ (Southern Lights) adorning the night sky over the Port and Bluff
SOUTH PORT ANNUAL REPORT 2017       11

“ TO ASSIST THE GROWTH OF LOG EXPORTS, A 1.0 HA. LOG STORAGE
      AREA WILL BE PAVED IN CONJUNCTION WITH AN UPGRADE OF
  ADJOINING DRAINAGE SYSTEMS (ESTIMATED COST $2.2 MILLION).”

                              NFA grab stacking logs (on Port) for export
12     SOUTH PORT ANNUAL REPORT 2017

     Above: Tug Monowai being farewelled as she departs
     South Port for her new home at Port Marlborough

     OTHER OPERATIONAL EVENTS
     Invercargill Container Packing/Unpacking             Cold Storage – Operating margins from          Sale of Surplus Harbour Tug – Subsequent
     Development – This facility known as                 this area of the business came under           to year end, the Company concluded a
     the Intermodal Freight Centre (IFC)                  pressure. This was due to limited carry-       sale of its surplus third tug Monowai to
     commenced operations in early FY2017                 over of product from the previous season,      Port Marlborough. This tug had been
     and has provided a varied range of                   less total volume requiring cold storage       retained for approximately 20 months in
     services to freight forwarders, transport            and the rapid movement of product              order to allow scheduled maintenance
     operators and a mix of import and                    to market. This situation was further          to occur on South Port’s two larger tugs,
     exports parties. Focusing predominantly              complicated by parts of South Port’s           Te Matua and Hauroko.
     on import cargoes, containerised                     leased cold store facility at Foreshore Road
     volumes have tracked budget which                    in Bluff being rendered non-operational        Marine Division Restructured – During
     was particularly pleasing considering the            as a result of frost heave. Engineering        FY2017 a total operational review of
     reduced farm expenditure in a recovering             reports sourced by the Company and             the Marine Division occurred. This has
     dairy sector. Increased regional logistical          its insurer indicate that this problem is      resulted in a number of role changes and
     service competition has also benefited               attributable to the original design of the     a revision to the roster structure for tug
     import and export businesses operating in            store which is the responsibility of the       operating and vessel berthing activities.
     Southland.                                           landlord.                                      These changes will allow the business to
                                                                                                         deliver a more consistent and safer marine
     Container Shipping Market – As                       Additionally one of South Port’s seasonal      service resource.
     anticipated, further consolidation of                customers, pet food processor Wilbur Ellis,
     container shipping lines and the creation            sustained a serious fire at its Bluff based    PACE Process Improvement Programme
     of new alliances occurred during the                 plant in April 2016. This has resulted in no   – South Port personnel continued to
     past 12 months. Although no noticeable               storage being required by this customer        actively participate in the PACE (Port
     international rate improvement is evident            until early 2017, when the plant became        Achieving Combined Excellence) Process
     to date, it is highly likely that this will be       operational again.                             Improvement Programme. Designed
     necessary if the container lines are to                                                             around the review of historic processes,
     achieve sustainable profitability.                   Incremental Dairy Activity and                 the sorting of physical operating
                                                          Warehousing – Additional dairy                 environments and the elimination of waste,
                                                          warehousing capacity was provided for          this Programme has already delivered
                                                          Open Country Dairy (OCD) to cater for the      positive value for both the Company and
                                                          lift in milk volume processing at its Awarua   its employees. PACE delivers systems
                                                          site. OCD occupies a sizeable footprint on     which encourage a continuing focus on
                                                          South Port’s Island Harbour and is a valued    operational improvement, better use of
                                                          containerised cargo customer. All other        existing resources and the creation of a
                                                          dry warehouses located on the Island           solid platform for future growth.
                                                          Harbour were fully tenanted during the
                                                          2017 financial period.
SOUTH PORT ANNUAL REPORT 2017   13

2017 FINANCIAL RESULT                                                                                  DIVIDENDS
(Comparatives shown in brackets)
                                                                                                       As shareholders are aware, the Directors
  öö Revenue from port and warehousing               öö Group equity includes issued capital of
                                                                                                       have adopted an ongoing policy of
     operations equated to $36.9 million                $9.4 million ($9.4 million), which is made
                                                                                                       assessing South Port’s dividend flow
     ($36.7 million) representing an                    up of 26,234,898 ordinary shares.
                                                                                                       after taking into consideration both its
     increase of 1%.                                 öö Total Group assets remain consistent at        Free Cash Flows (FCF) and its reported
  öö As a result of higher maintenance                  $53.0 million ($53.0 million).                 profits. For the purpose of this policy, FCF
     expenditure, operating profit before                                                              is interpreted as being annual operating
                                                     öö Net tangible asset backing per share
     financing costs and tax decreased by                                                              cash flow less net maintenance capital
                                                        equates to $1.42 ($1.36 per share).
     3% to $12.3 million ($12.7 million).                                                              expenditure in the same period.
                                                     öö Current assets amount to $6.0 million
  öö Net financing costs for the Group were             ($5.6 million), with current liabilities       In establishing the dividend payment
     $450,000 ($700,000).                               at $5.0 million ($12.6 million). This          level, Directors took into account the
                                                        creates a net working capital position         Company’s annual profit movement
  öö The Group’s overall result was a surplus
                                                        of positive $1.0 million versus negative       plus future maintenance requirements
     of $8.45 million ($8.71 million), which
                                                        $7.0 million last year.                        that are expected to impact profitability.
     represented a 3% decrease on the
                                                                                                       Accordingly, the Board elected to pay a
     previous year.                                  öö Term liabilities total $10.4 million           consistent final dividend of 18.5 cents.
  öö Based on the reported result, earnings             ($4.8 million).                                This translates to a full year dividend of
     per share were 32.2 cents (33.2 cents           öö Property, Plant and Equipment stood at         26.0 cents (2016 – 26.0 cents).
     per share).                                        $46.6 million ($47.4 million).
                                                                                                       Full imputation credits will be attached to
  öö Total equity is $37.2 million ($35.6 million)                                                     all distributions. The dividend payment
     after allowing for dividend payments                                                              represents a gross return of 6.1% (net
     during the period of $6.82 million                                                                4.4%), based on a share price of $5.93 as at
     ($6.43 million).                                                                                  30 June 2017. A dividend payout ratio of
                                                                                                       81% results for 2017 (using reported NPAT)
                                                                                                       and equates to 65% of FCF. This level of
                                                                                                       income distribution is similar to the prior
                                                                                                       year payout ratio of 78%.

SHARE PRICE
From 1 July 2013 to 30 June 2017

$6.20
        2013            2014                                2015                                2016                               2017
$6.10
$6.00
$5.90
$5.80
$5.70
$5.60
$5.50
$5.40
$5.30
$5.20
$5.10
$5.00
$4.90
$4.80
$4.70
$4.60
$4.50
$4.40
$4.30
$4.20
$4.10
$4.00
$3.90
$3.80
$3.70
$3.60
$3.50
$3.40
$3.30
$3.20
$3.10
$3.00
14     SOUTH PORT ANNUAL REPORT 2017

South Port’s two Liebherr Mobile Harbour Cranes standing at attention
SOUTH PORT ANNUAL REPORT 2017    15

                                                                                                      Above: Rex Chapman, Mark O’Connor and
                                                                                                Clare Kearney presenting scholarship cheques to
                                                                                              the 2017 recipients, Billy Barrow and Lachlan Wood

STAFF CONTRIBUTION                            MANAGEMENT TEAM                                 COMMUNITY AND REGIONAL
Employee numbers remained relatively          Long serving CEO, Mark O’Connor,                ASSISTANCE
constant within the business, tracking        announced his resignation in May of this
                                                                                              Sponsorship of sporting, cultural and
the consistent levels of operational and      year having signalled to the Board some
                                                                                              community groups is part of a long-
support resources needed to service           time ago that he intended to step away
                                                                                              term commitment to support the local
customers. Total full time roles increased    from full time employment when he
                                                                                              community and region in which South
from 95 to 97 over the past financial year.   reached 55 years of age. A recruitment
                                                                                              Port operates. Organisations that received
At year end a number of positions were in     process involving an external consultant
                                                                                              sponsorship assistance over recent
the process of being filled.                  was completed and the South Port
                                                                                              financial years included:
                                              Board announced in August that Nigel
The Company conveys thanks to all staff for   Gear would be appointed the new CEO              öö Bluff Community Charitable Trust
the consistent effort and energy that has     effective 1 October 2017. Nigel is currently        (managing swimming pool upgrade
been delivered during the past 12 months.     the Commercial Manager of South Port                project)
Without this level of commitment and          and has also held management positions
enthusiasm, South Port would not be                                                            öö Bluff Hill/Motupohue Environment Trust
                                              in Operations, Warehousing and Finance
in a position to service the region’s                                                             – pest eradication programme
                                              in addition to previous roles within the fuel
cargo providers and ultimately generate       and meat processing sectors.                     öö Bluff Kindergarten
commercial returns to its shareholders.
The PACE Programme continues to               The Board acknowledged it was a                  öö Bluff Maritime Museum
provide employees with a greater ability      testament to current management that at          öö Bluff Oyster & Food Festival
to influence the outcomes of both existing    the conclusion of the recruitment process
and new work processes.                       they had been able to find a successor           öö Bluff Rugby Club
                                              from within the existing team. Nigel is          öö Bluff Schools
                                              already well known to the South Port
BOARD COMPOSITION                             customer base and has been part of a very
                                              successful management team operating
                                                                                               öö Bluff Yacht Club
                                                                                               öö Bluff Promotions and various other local
Mr Rex Chapman (current Chairman)             during the Company’s recent period of
                                                                                                  organisations
and Mr Jeremy McClean retire this year        growth. Further, the Board emphasised
by rotation, and, being eligible, offer       that it was looking forward to working with      öö Burt Munro Challenge (Bluff stage)
themselves for re-election.                   and supporting Nigel in his new role.
                                                                                               öö Coastguard Bluff
The Company has received no other valid                                                        öö Fight for Kidz
Director nominations.
16       SOUTH PORT ANNUAL REPORT 2017

        öö Foundation for Youth Development                     Lachlan Wood and Billy Barrow. Lachlan                   Kaiwera Downs Wind Farm located across
           (FYD) – Bluff Schools                                has already completed three years of a                   2,568 ha. of farmland, about 15 km south
                                                                four year degree at Lincoln University,                  east of Gore. Resource consents have
        öö Graeme Dingle Foundation via Kiwican
                                                                undertaking a Bachelor of Agricultural                   been granted by the Gore District Council
           Programme at Bluff School
                                                                Science. This will set him in good stead                 and the Southland Regional Council with
        öö Invercargill Harness Racing Club (Bluff              towards his chosen career path. Billy’s                  these consents allowing for a maximum of
           businesses race day)                                 career intentions are in the specific fields             83 wind turbines. If this generation project
                                                                of computer programming plus network                     is to proceed, then any development is
        öö Port Softball Club
                                                                engineering and the Southern Institute                   unlikely to occur before 2019 and may well
        öö Queens Park Golf Club                                of Technology’s Diploma in Information                   progress in several stages.
                                                                Technology will steer him towards
        öö Rugby Southland                                                                                               Southland Regional Development
                                                                achieving this goal.
        öö Southland Cricket Association                                                                                 Strategy (SoRDS) – This regional strategic
                                                                                                                         plan established a target of lifting
        öö Southland Sharks
        öö Te Ara o Kiwa Sea Scouts, Bluff
                                                                REGIONAL PROJECTS UPDATE                                 Southland’s population by 10,000 people
                                                                                                                         by 2025. The challenges facing southern
                                                                Mataura Valley Milk (MVM) – Construction                 New Zealand are similar to other regional
        öö Te Ara o Kiwa Venturers, Bluff                                                                                centres and these have been highlighted
                                                                of MVM’s infant formula plant commenced
        öö Tour of Southland (Bluff stage)                      in the fourth quarter of 2016. Located                   in the SoRDS strategic document. It
                                                                at McNab in Eastern Southland, the                       is critical that Local Government now
        öö Venture Southland – Spirit of a Nation                                                                        pushes forward with the necessary steps
                                                                facility will have an initial capacity of
           (Spirit Army)                                                                                                 to support the Action Plan linked to this
                                                                46,000 tonnes and is scheduled to be
                                                                processing by Spring 2018. The company                   Strategy. This includes the creation of
        öö Young Enterprise Scheme (YES)
                                                                was formed and promoted by prominent                     an Economic Development Agency that
      South Port also continued its primary                     local businessman Inky Tulloch and now                   also draws on business and community
      sponsorship of Export Southland,                          has as its majority shareholder the state                organisations for strategic input.
      providing financial assistance to administer              owned Chinese company China Animal
                                                                                                                         South Port has been encouraged by the
      this organisation and facilitate the holding              Husbandry Group (CAHG). South Port will
                                                                                                                         level of effort contributed by business and
      of a number of events including the                       be working with this party in the coming
                                                                                                                         other parties to ensure SoRDS succeeds
      bi-annual Export Recognition Dinner. In                   months to establish whether it can deliver
                                                                                                                         and that Southland remains a healthy and
      addition, the Company also assisted with                  services in MVM’s supply chain.
                                                                                                                         vibrant part of New Zealand. South Port
      funding the Southern Wood Council
                                                                Wind Farm Projects – Trustpower                          Directors and management have been
      Forestry Awards. It is an active member
                                                                announced in late 2015 that it would split               involved in formulation of the SoRDS
      of the Southland Chamber of Commerce
                                                                off its existing wind generation assets plus             Strategy and more recently with the
      and the Otago Southland Timber Industry
                                                                its wind and solar developments into a                   activities of the Aquaculture Reference
      Association.
                                                                new entity called Tilt Renewables (Tilt).                Group, operating under the SoRDS
      The Company’s commitment to provide                       This new company came into existence                     umbrella.
      for scholarship assistance continues. An                  in October 2016 and continues to review
      annual staff and community scholarship is                 the economic viability of a proposed
      offered, with this year’s being awarded to

     Wood chip conveyor operating with the Flat Hill wind farm as a backdrop (turbines previously project cargo at the Port)
SOUTH PORT ANNUAL REPORT 2017          17

 OUTLOOK
 Notwithstanding the presence of greater            outlays are predicated on further cargo           are likely to remain stable. In light of this
 volatility due to international political          gains occurring over a 4-5 year term, with        steady earnings profile, Directors will be
 events (Brexit and President Trump), the           necessary growth being more difficult to          aiming to maintain the current level of
 New Zealand economy and key export                 forecast over an extended period of time.         dividend payment.
 markets have remained resilient. A further
 unknown at this time is the outcome of the         South Port’s main cargo flows (logs/
 New Zealand General Election and what              NZAS/dairy exports/petroleum/fertiliser)
 the make-up of the governing parties will          are expected to show modest upside in
 look like.                                         the coming 12 months. The dairy sector            R T CHAPMAN
                                                    in particular looks to be experiencing            Chairman
 A long-run positive economic cycle has             improved profitability and this should
 provided South Port with a relatively stable       assist the regional economy.
 platform to service its cargo base and
 support some of the recent growth-capital          Based on all known factors at the date of
                                                    compiling this report, South Port estimates       M P O’CONNOR
 expenditure. As previously explained
                                                    that earnings in the next financial year          Chief Executive
 to shareholders, some of these capital

 HISTORICAL TRADE FIGURES 1922-2017
 (tonnes)
3,000,000

2,500,000

2,000,000
                                                                                                                                          2

1,500,000

                                                                                                                 1

1,000,000

 500,000

        0
            1922    1928    1934    1940     1946    1952    1958     1964    1970    1976     1982     1988     1994     2000     2006       2012      2017

             1 – 1993 9 month period due to change in financial year end
             2 – 2009 drop in tonnage due to 30% decrease in NZAS throughput attributable to a pot-line outage
18     SOUTH PORT ANNUAL REPORT 2017

     Directors’ Profiles

     REX THOMAS                                      RICHARD (RICK)                              PHILIP WADE
     CHAPMAN                                         GORDON MAXWELL                              CORY-WRIGHT
     LLB, Chairman
                                                     CHRISTIE                                    BCA, LLB (Hons)

     Mr Chapman is a Senior Partner in                                                           Mr Cory-Wright is a Company Director and
                                                     MSc (Hons), AFInstD, CRSNZ
     Invercargill law firm Cruickshank Pryde.                                                    a Strategic Adviser based in Auckland. He
     He has been in legal practice in Invercargill   Mr Christie is a Company Director based     is inaugural Chairman of Papa Rererangi i
     for 36 years. Mr Chapman’s practice             in Wellington. He is currently Chairman     Puketapu (New Plymouth Airport), and a
     covers a wide range of legal services           of Service IQ, ikeGPS and independent       Director of the Local Government Funding
     including commercial and company law,           Chairman of NeSI. He is a Director of       Agency and Matariki Forests.
     litigation, dispute resolution and resource     Powerhouse Ventures Ltd, Solnet Solutions
     management. He is a member of the                                                           Mr Cory-Wright was previously a member
                                                     Ltd and he is a Trustee of the Victoria
     Southland Regional Development Strategy                                                     of the Local Government Infrastructure
                                                     University Foundation. Prior to becoming
     (SoRDS) New Industries Team and the                                                         Expert Advisory Group. He has specialised
                                                     a professional Director, Mr Christie held
     Southland Aquaculture Reference Group                                                       in infrastructure businesses and recent
                                                     a number of government appointments
     (SARG).                                                                                     roles include being acting Chief Financial
                                                     and was a Chief Executive of a number of
                                                                                                 Officer of Restaurant Brands, and an
                                                     companies in the private sector. In 2011
                                                                                                 Adviser to Kordia, Ballance Agri-Nutrients,
                                                     he was made a Companion of the Royal
                                                                                                 Auckland Airport, ACC and Higgins Group
                                                     Society of New Zealand.
                                                                                                 Holdings.
SOUTH PORT ANNUAL REPORT 2017   19

THOMAS MCCUISH                              CLARE MARGARET                               JEREMY JAMES
FOGGO                                       KEARNEY                                      MCCLEAN
Mr Foggo is based in Invercargill and is    BAgSci                                       BCom, CA
the Salmon & Aquaculture Development
Manager for Sanford. He has held senior     Mrs Kearney holds a degree in Agricultural   Mr McClean is a practising Chartered
management positions and Directorships      Science, majoring in Farm Business           Accountant in Southland. He is a Principal
in the seafood industry for over 38 years   Management and Dairy Science. She            in Invercargill accounting firm Malloch
and, for the past 20 years, has been a      holds a Masters of Professional Studies,     McClean Ltd, holds a Public Practice
Director of Live Lobster Southland. He is   having completed her Masters’ thesis on      Certificate with Chartered Accountants
also Chairman of Invercargill Airport.      Governance in 2013.                          Australia & New Zealand and is a Justice
                                                                                         of the Peace. Mr McClean has provided
                                            Mrs Kearney is Chairperson of Sport          business advice to a number of Southland
                                            Otago, the Waitaki Safer Community Trust     rural and urban businesses for more than
                                            and has recently retired from the Board      30 years.
                                            of Network Waitaki Ltd. Mrs Kearney was
                                            the winner of the Institute of Directors
                                            Otago Branch Aspiring Director Award
                                            in 2014. In recognition of this award Mrs
                                            Kearney acted as an observer director
                                            to the Dunedin City Holdings subsidiary
                                            company Taieri Gorge Railway Ltd during
                                            2015. She is a Chartered Member of the
                                            Institute of Directors.
20     SOUTH PORT ANNUAL REPORT 2017

     Statutory Report of Directors
     THE DIRECTORS HAVE PLEASURE IN SUBMITTING
     THEIR 2017 REPORT AND FINANCIAL STATEMENTS.

     PRINCIPAL ACTIVITIES                         DIRECTORS’ AND OFFICERS’                         REMUNERATION OF EMPLOYEES
     The Company is primarily engaged in the      LIABILITY INSURANCE                              Section 211(1)(g) of the New Zealand
     commercial operation of the Port of Bluff.                                                    Companies Act 1993 requires disclosure
                                                  The Company has arranged Directors’
     There has been no significant change                                                          of remuneration and other benefits,
                                                  and Officers’ Liability Insurance with Vero
     in the nature of the Company’s business                                                       including redundancy and other payments
                                                  Liability Insurance Limited. This cover
     during the year.                                                                              made on termination of employment,
                                                  insures Directors against liabilities to other
                                                                                                   in excess of $100,000 per year, paid
                                                  parties that may arise from their positions
                                                                                                   in respect of the current year by the
     ACCOUNTING PERIOD                            as Directors. The insurance does not cover
                                                  liabilities arising from criminal actions.
                                                                                                   Company to any employees who are not
                                                                                                   Directors of the Company.
     The financial statements are for the
                                                                                                                                  Number of
     12 month period from 1 July 2016 to
     30 June 2017.                                REMUNERATION OF DIRECTORS                        Remuneration                   Employees

                                                  Directors’ remuneration for the 12 month         $100,001-$110,000              4
                                                                                                   $110,001-$120,000              1
     RESULTS                                      period ended 30 June 2017 was as follows:
                                                                                                   $130,001-$140,000              1
                                                  R T Chapman                         $70,000
     The Company recorded a surplus for the                                                        $150,001-$160,000              2
     period of $8,448,000.                        RGM Christie                       $40,000       $160,001-$170,000              1
                                                                                                   $210,001-$220,000              2
                                                  P W Cory-Wright                    $40,000
     DISCLOSURE OF SHARE                                                                           $220,001-$230,000
                                                                                                   $230,001-$240,000
                                                                                                                                  1
                                                                                                                                  3
     DEALING BY DIRECTORS                         T M Foggo                          $40,000
                                                                                                   $360,001-$370,000              1
                                                  G D Heenan                           $13,333
     Directors acquired no equity securities
                                                                                                   The Chief Executive Officer’s Employment
     in the Company since the date of the last
                                                  C M Kearney                        $30,000       Contract is reviewed annually by the
     Annual Meeting.
                                                                                                   Board. It is not a fixed term Contract.
                                                  J J McClean                        $40,000
                                                                                                   The remuneration of senior management
     DIVIDEND                                     No other benefits have been provided
                                                                                                   is reviewed annually and is determined
                                                                                                   in a transparent, deliberate and objective
     The Directors have declared an ordinary      by the Company to a Director or in any           manner.
     dividend of $6,821,000 for the period        other capacity. No loans have been made
     ended 30 June 2017 including the final       by the Company to a Director nor has the
     dividend amount of $4,854,000 payable in
     November 2017.
                                                  Company guaranteed any debts incurred
                                                  by a Director.                                   NOTICE AND PAUSE
                                                                                                   PROVISIONS
                                                  DIRECTORS’ SHAREHOLDING                          The Company has adopted “notice and
                                                                                                   pause” provisions in its Constitution.
                                                  There is currently no beneficial
                                                  shareholding held by Directors.
                                                                                                   ACCOUNTING POLICIES
                                                                                                   There were no changes in accounting
                                                                                                   policies during the period. All policies
                                                                                                   are consistent with those applied in the
                                                                                                   previous year.
SOUTH PORT ANNUAL REPORT 2017   21

                                                                                                                 Position
AUDIT & RISK COMMITTEE                     Mr R T Chapman
The Company has a formally                 Forklifts NZ Ltd                                                      Solicitor
constituted Audit & Risk Committee         Niagara Sawmilling Company Ltd                                        Solicitor
comprising Messrs J J McClean              Prime Range Meats Ltd                                                 Solicitor
(Chairman), R T Chapman and                SoRDS Aquaculture Working Group                                      Member
P W Cory-Wright.                           Winton Stock Feed Ltd                                                 Solicitor
It is the role of the Committee to
review the Company’s financial             Mr RGM Christie
statements and announcements, liaise       IkeGPS                                                              Chairman
directly with the Company’s Auditors       New Zealand eScience Infrastructure (NeSI)                          Chairman
and review the Company’s accounting
                                           Service IQ                                                          Chairman
policies, practices and related matters.
                                           Solnet Solutions Ltd                                                  Director
                                           powerHouse Ventures Ltd                                               Director

AUDITOR’S REMUNERATION                     Mr P W Cory-Wright
During the year, $50,123 was paid          Local Government Funding Agency Ltd                                   Director
to the Company’s Auditors, Crowe           Matariki Forests Ltd                                                  Director
Horwath, for audit services carried
                                           New Plymouth Airport                                                Chairman
out as agent for the Controller and
Auditor General. The Company did
not pay the Auditors for any advice or     Mr T M Foggo
guidance on other matters.                 Barnes Oysters Ltd                                                    Director
                                           Bluff Oyster Management Co. Ltd                                       Director
                                           Foundation for Youth Development Southland                          Chairman
INTEREST REGISTER                          Invercargill Airport Ltd                                            Chairman
                                           Live Lobster Southland 1995 Ltd                                       Director
The Company maintains an Interest
Register in which particulars of certain   Sanford Ltd                                           Aquaculture Manager
transactions and matters involving         SoRDS Aquaculture Working Group                                      Member
the Directors are recorded. Entries
in the Interest Register must in turn      Mr G D Heenan
be disclosed in the Annual Report.         InterCity Group Ltd                                                 Chairman
No material transaction entries were
recorded in the Interests Register for
the period 1 July 2016 to 30 June 2017.    Mrs C M Kearney
                                           Nil

DISCLOSURE OF INTEREST                     Mr J J McClean
                                           Nil
Pursuant to Section 140 of the
Companies Act 1993, Directors have
disclosed interests in the following
entities which the Company conducts
or may conduct business from time
to time:                                   R T CHAPMAN                                  J J MCCLEAN
                                           Chairman of Directors                        Director

                                           Dated 24 August 2017
22      SOUTH PORT ANNUAL REPORT 2017

     Statutory Disclosure in Relation to Shareholders
     AS AT 30 JUNE 2017

     SIZE OF HOLDING
                                        Size of Holding   Number of Shareholders             Ordinary Shareholding          Percent Holders
                                          1 - 1,000                               300                          192,501                      0.73
                                      1,001 - 5,000                               413                        1,104,926                      4.21
                                      5,001 - 10,000                               92                           702,731                     2.68
                                     10,001 - 100,000                              63                         1,517,517                     5.79
                                    100,001		 and over                              8                        22,717,223                    86.59

     Total Number of Shareholders:				                                            876                       26,234,898                 100.00

     PRICES FOR SHARES TRADED DURING THIS YEAR
                                                                 As At 30 June 2017                              High                       Low
                                                                                 $5.93                            $6.15                    $4.60

     TOP TWENTY ORDINARY SHAREHOLDINGS
      Shareholder		                                                                                          Holding                 Percent
      Southland Regional Council (Environment Southland)		                                                   17,441,573                    66.48
      J I Urquhart Family Trust		                                                                            1,370,000                      5.22
      K & M Douglas Trust		                                                                                  1,021,684                      3.89
      HSBC Nominees (New Zealand) Ltd		                                                                        992,299                      3.78
      Douglas Family Trust		                                                                                    516,787                     1.97
      Douglas Irrevocable Descendants Trust		                                                                  506,192                      1.93
      JPMorgan Chase Bank N.A.		                                                                               451,280                       1.72
      Daniel Martin Noonan		                                                                                    175,364                       .67
      Howard Cedric Zingel		                                                                                    113,556                       .43
      Citibank Nominees (NZ) Ltd		                                                                              111,067                       .42
      Kenneth Ritchie Anderson		                                                                                  77,184                      .29
      Pauline Ann Stapel & Stephen Thomas McKee		                                                                70,881                        .27
      JBWere (NZ) Nominees Ltd		                                                                                 68,238                       .26
      Custodial Services Ltd		                                                                                   56,872                        .22
      David Grindell		                                                                                           56,850                        .22
      Forsyth Barr Custodians Ltd		                                                                              51,400                       .20
      Glenn Owen Johnston		                                                                                     50,000                        .19
      Ian Gerald Arnot		                                                                                         43,978                        .17
      Donald Gordon Spencer		                                                                                    42,949                       .16
      Custodial Services Ltd		                                                                                    39,375                      .15

     SUBSTANTIAL SECURITY HOLDERS
     According to notices given to the Company under the Financial Markets Conduct Act 2013, as at 30 June 2017, the substantial product
     holders in the Company and their relevant interests are noted below:

      Holder                                                           No. of Shares             % of Issued Capital          Date of Notice
      Southland Regional Council                                            17,441,573                           66.48       20 October 2000
      K & M Douglas Trust, Douglas Family Trust,
        Douglas Irrevocable Descendants Trust                               2,044,663                               7.79   24 December 2009
      J I Urquhart Family Trust                                              1,334,731                             5.09      28 October 2010
SOUTH PORT ANNUAL REPORT 2017   23

Corporate Governance
The Board of South Port New Zealand
Limited is committed to ensuring that           RESPONSIBILITIES                               BOARD COMPOSITION
the Company adheres to best practice            OF THE BOARD                                   At present, there are six independent non-
governance principles and maintains
                                                                                               executive Directors on the Board including
the highest ethical standards. The Board        The business and affairs of the Company
                                                                                               a non executive Chairman. The biography
believes that good governance is based          are managed under the direction of
                                                                                               of each Board member is set out in the
on a set of principles and behaviours that      the Board of Directors. The South Port
                                                                                               “Directors’ Profiles” section of this
provide a clear basis for the Company’s         Board is collectively accountable to
                                                                                               Annual Report.
everyday activities to ensure transparency,     shareholders for the performance of
fairness and recognition of the interests of    the Company. Directors, in carrying out        The size and composition of the Board
South Port’s stakeholders.                      their responsibilities, undertake to act       is subject to the limits imposed by South
                                                in the best interests of the Company, its      Port’s Constitution and in accordance
The Board has adopted a Code of                 shareholders and its other stakeholders in     with the provisions of the Port Companies
Corporate Governance which is available at      accordance with applicable law.                Act 1988. The Constitution requires the
www.southport.co.nz. The Code has been
                                                                                               Board to comprise of a minimum number
developed after considering contemporary        Key responsibilities of the Board include:
                                                                                               of six Directors. Under the NZX Listing
best practice and principles contained
                                                 öö to review and approve the strategic,       Rules the Board is required to maintain at
in the NZX Corporate Governance Best
                                                    business and financial plans prepared      least two independent Directors.
Practice Code issued in October 2013 and
                                                    by management and to develop a
the Port Companies Act 1988.                                                                   The criteria for Director Independence
                                                    depth of knowledge of the Company’s
                                                    business, so as to understand and          are outlined in the Company’s Corporate
South Port New Zealand Limited’s Code of
                                                    question the assumptions upon which        Governance Code.
Corporate Governance does not materially
differ from the Corporate Governance Best           such plans are based;
                                                                                               Pursuant to the Company’s Constitution,
Practice Code found at Appendix 16 of the        öö to monitor the Company’s performance       one third of the Directors retire by rotation
NZX Main Board Listing Rules.                       against its approved strategic, business   at each annual meeting, but are eligible
                                                    and financial plans;                       for reappointment by shareholders.

CODE OF ETHICS                                   öö to review the Company’s Code of
                                                    Ethics from time to time;
                                                                                               The Board conducts regular performance
                                                                                               reviews to consider the appropriate mix of
The Company expects its employees and            öö to select and appoint (and, if             skills required by the Board to maximise its
Directors to maintain high ethical standards.       appropriate, remove from office) the       effectiveness and its contribution to
A Code of Ethics has been adopted                   Chief Executive, determine his/her         the Company.
as part of the corporate governance                 conditions of service and monitor his/
                                                                                               The following table sets out the gender
framework and is monitored by the                   her performance against established
                                                                                               composition of South Port’s Directors and
Board. The Company’s Code of Ethics has             objectives;
                                                                                               Officers at balance date:
been published and made available to
all Directors and staff. This key corporate      öö to review the Company’s remuneration
governance document is available on the             policy at least annually; and
Company’s website, www.southport.co.nz.          öö to monitor South Port’s regulatory         2017               Male Female Total
                                                    and legislative compliance and risk
The Code of Ethics addresses, amongst               management processes, including            Directors               5           1       6
other things:                                       health and safety.                         Senior
 öö conflicts of interest;
                                                                                               Management              5           1       6
 öö receipt of gifts;                           The Board delegates management of
                                                the day-to-day affairs and management                                10           2       12
 öö corporate opportunities;                    responsibilities of the Company to
 öö confidentiality;                            achieve the strategic direction and goals
 öö expected behaviours;                        determined by the Board.
 öö delegated authority;                                                                       2016               Male Female Total
 öö director responsibilities; and
                                                                                               Directors               6           -       6
 öö reporting issues regarding breaches of
                                                                                               Senior
    the Code of Ethics, legal obligations and
                                                                                               Management              5           1       6
    other policies of the Company.
                                                                                                                      11          1       12
The South Port Board and management are
not aware of any breaches of the Code of
Ethics during the period.
24     SOUTH PORT ANNUAL REPORT 2017

     Above: La Guimorais unloading fertiliser

     AUDIT & RISK COMMITTEE                                                                                   RISK MANAGEMENT
     The Audit & Risk Committee provides           The Committee Chairman, appointed by                       Effective management of all types of
     the Board with assistance in fulfilling       the Board, cannot also be the Chairman                     risk (financial and non-financial) is a
     their responsibilities to shareholders,       of the Company. Jeremy McClean is the                      fundamental part of the Company’s
     the investment community and others           Audit & Risk Committee Chairman. At least                  business strategy. The Audit & Risk
     for overseeing the Company’s financial        one member of the Committee must have                      Committee is responsible for overseeing
     statements, financial reporting processes,    an accounting or financial background;                     risk management practices and works
     internal accounting systems, financial        Jeremy McClean is a Chartered Accountant                   closely with Management, external
     controls and South Port’s relationship with   and a member of Chartered Accountants                      advisors and the Company’s auditors to
     its independent auditors.                     Australia & New Zealand.                                   ensure that risk management issues are
                                                                                                              properly identified and addressed.
     The Committee is governed by an Audit         Directors’ Attendance at Meetings –
     & Risk Committee Charter adopted by the       1 July 2016 to 30 June 2017                                The Company has a separate Risk
                                                                                                  Committee

     Board in August 2004 which is available                                                                  Management Committee which meets
                                                                             Meeting

                                                                                       Meeting

     on the Company’s website                                                                                 annually to review changes to the risk
                                                                             Annual

                                                                                       Board

                                                                                                  Audit

     (www.southport.co.nz) as an appendix to                                                                  profile of the business and to consider
     the Corporate Governance Code. The                                                                       ways of mitigating additional risks
     Board regularly review the performance        Total Meetings                1         9           2      identified. Mr Jeremy McClean, as a
     of the Committee in accordance with                                                                      Director currently sitting on the Audit &
     the Charter.                                  R.T. Chapman                  1         9           2      Risk Committee is appointed to the Risk
                                                   R.G.M. Christie               1         8*          -      Management Committee as a Board
     The Audit & Risk Committee Charter                                                                       representative.
     includes an external audit policy to          P.W. Cory-Wright              1         9*          1
     ensure there are processes in place to        T.M. Foggo                    1         9           -
     satisfy the Board as to the quality and       G.D. Heenan                   1         2**         1
     independence of the external auditors.
                                                   C.M. Kearney                  1         6**         -
     The Committee comprises of three              J.J. McClean                  1         9           2
     independent non-executive members
     of the Board of Directors.                    * Joined one meeting by conference call
                                                   ** G.D. Heenan retired and C.M. Kearney duly
                                                      elected in October 2016.
SOUTH PORT ANNUAL REPORT 2017   25

HEALTH & SAFETY PANEL                           SHAREHOLDER                                   SENIOR MANAGEMENT
Health and Safety (H&S) continues to be a       COMMUNICATION                                 REMUNERATION
key focus of the Company and consistent
                                                South Port seeks to ensure its shareholders   The Board is responsible for reviewing
improvement has been made in this area
                                                are appropriately informed of its             the remuneration of the Company’s senior
over recent years. The Company presently
                                                operations and results, with the delivery     management in consultation with the Chief
has two full time personnel dedicated to
                                                of timely and focused communication,          Executive of the Company.
H&S matters in addition to all personnel
                                                and the holding of shareholder meetings
having responsibility for H&S in their daily                                                  The remuneration packages of senior
                                                in a manner conducive to achieving
work processes.                                                                               management consist of a mixture of a
                                                shareholder participation.
                                                                                              base remuneration package and a variable
The Board operates a H&S Panel which
                                                To ensure shareholders have access to         remuneration component based on
consists of the full Board, together
                                                relevant information, the Company:            relevant performance measures.
with two management and two staff
representatives. The H&S Panel’s function        öö Provides a website which contains         The remuneration policy for senior
is to establish a H&S Strategic Plan, monitor       media releases, current and past annual   management is designed to attract,
its implementation, undertake scheduled             reports, dividend histories, notices of   motivate and retain high quality
operational site visits and address key             meeting and other information about       employees who will enable the Company
H&S issues facing the business, with                the Company;                              to achieve its short and long term
the objective of achieving continuous                                                         objectives.
                                                 öö Makes available printed half year
improvement. The H&S Panel meets at
                                                    and annual reports and encourages
least three times annually.                                                                   A general and wider disclosure of
                                                    shareholders to access these
                                                                                              senior management and other staff
Another important tool used to deliver              documents on the website and to
                                                                                              remuneration is included in the “Employee
H&S improvement is the Company’s PACE               receive advice of their availability by
                                                                                              Remuneration” section set out in the
Programme, with the H&S component                   email;
                                                                                              Statutory Information section of this Annual
being driven by the South Port H&S               öö Publishes press releases on issues/       Report, where the Company has disclosed
Committee. Output from the PACE                     events that may have material             in various escalating remuneration bands
Programme and the H&S Committee                     information content that could impact     the number of employees and former
is fed through to the H&S Panel for                 on the price of its traded securities;    employees whose remuneration, including
consideration.                                                                                benefits, exceeds $100,000.
                                                 öö Issues additional explanatory
                                                    memoranda where circumstances
CONTINUOUS DISCLOSURE                               require, such as explanations
                                                    of dividend changes and other             BOARD OF DIRECTORS
In accordance with the NZX Listing Rules,           explanatory memoranda as may be
                                                    required by law,
                                                                                              REMUNERATION
the Company is required to disclose
to the market matters which could be             öö Maintains regular contact with leading    According to the Company’s remuneration
expected to have a material effect on the           analysts and brokers who monitor the      policy, directors should receive
price or value of the Company’s shares.             Company’s activities.                     remuneration that is fair and reasonable
Management processes are in place to                                                          in a competitive market for the skills,
ensure that all material matters which          Shareholder meetings are generally            knowledge and experience required by
may require disclosure are promptly             held at the Company’s place of business       the Company.
reported to the Board through established       (Bluff) at a time which best ensures full
reporting lines. Matters reported are           participation by shareholders.                Further detail can be found in the
assessed as and when required by the                                                          remuneration policy included in the
NZX Listing Rules and advised to the            Full participation of shareholders at         Company’s Corporate Governance Code.
market. The Chairman and Chief Executive        the Annual Meeting is encouraged to
are responsible for communications              ensure a high level of accountability
with NZX and for ensuring that such             and identification with the Company’s
information is not provided to any person       strategies and goals. Shareholders have
or organisation until NZX has confirmed its     the opportunity to submit questions
release to the market.                          prior to each meeting and senior
                                                management and auditors are present to
All material announcements are posted           assist in answering any specific queries
on the Company’s website                        raised. There is also an opportunity for
www.southport.co.nz.                            informal discussion with Directors and
                                                senior management for a period after the
                                                meeting concludes.
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