Beruflich Dokumente
Kultur Dokumente
Contents
1 . C h a i r m a n ’s R e p o r t
2 . C h i e f E xe c u t i v e ’s R e p o r t
5. Financial Review
9. Board of Directors
19. Financials
48. Directory
ANNUAL MEETING AND FINANCIAL CALENDAR
Annual Meeting
The Annual Meeting of shareholders of NZX will be held at NZX Centre, Level 2, 11 Cable Street,
Wellington, New Zealand on Friday 30 March 2007, commencing at 4.30pm. Full details, including the
business to be dealt with, are contained in the Notice of Meeting included with this report.
Financial Calendar
31 December 2006 2006 Financial Year end
4.30pm, 28 March 2007 Latest time for receipt of proxies for Annual Meeting
4.30pm, 30 March 2007 Annual Meeting - Record and payment date for dividend advised
“Profits grew and investors smiled” said one headline on the penultimate day of 2006, referring to
the performance of the New Zealand share market over the year. “Good times set to slow down”
said another, the following day.
See-sawing sentiment has always been a feature of New Zealand markets. In previous years such
shifts in sentiment would have had an immediate effect on the NZX share price. But in 2006 our
shareholders (and the markets at large) came to realise that, whilst NZX is of the market, it is not
the market alone.
NZX is at a significant point in its New Zealand market development agenda. Where 2005
saw the company concentrate on building operating leverage (with revenue growth beginning
to outstrip expense), strengthening cashflow (with the resulting capital and dividend policy
announcement), and delivering a resilient performance across core business, 2006 also saw a very
different NZX. Ongoing improved financial performance, thanks to strict expense management
and judicious investment in growth, formed the backdrop for sound acquisitions in rural data and
managed funds research capability, and a significant competitive trade reporting partnership across
the Tasman.
To drive and develop these initiatives, NZX has attracted and retained experienced people in
the intensely competitive market for international talent – all of whom believe in the core role of
capital markets in national economic strength. There will be plenty for them to do in 2007!
And our companies? We acknowledge their choice to be part of our markets as a means to fund
their own growth. We advocate staunchly and consistently on their behalf. We congratulate
them on their contribution to an outstanding New Zealand markets performance in 2006, and we
anticipate serving more of them in 2007.
1
CHIEF EXECUTIVE’S REPORT
3
CHIEF EXECUTIVE’S REPORT CONTINUED
4. Capital management
In 2006 our focus was the capital return to shareholders of a tax effective $16 million, a stock
split to add liquidity, and the introduction of a long-term dividend policy focused at the 60%+
level. These were successfully executed and added value for shareholders.
In 2007 our focus is to reduce our cost of capital, secure long-term sources of cheaper funding
and engage in improved treasury and tax management.
5. Team
In 2006 our overall team composition, and individual quality, achieved its highest level yet
by a significant margin. This reflects an organisation that, in the people sense, is now “built”
rather than “developing”. Key hires into the CFO, strategy and IT areas have taken our
execution ability up a great notch, and mean that, adding to the now significant experience in
the leadership team, we can manage effectively multiple complex workstreams to completion
on time, cost and quality.
In 2007 and beyond, we would expect this team to really deliver results. The quality of the
core team that will manage market supervision, market development, and the data and fund
businesses, is matched by an execution focus on new areas such as the ECN, carbon and other
new markets, and continued focus on the international arena.
The business has changed. NZX’s business financial performance shows resilience.
In terms of scale, the fourth quarter of 2006 represented a turning point for NZX as
operating revenues grew to almost $8.6 million. This compares with $5.3 million from
Q4 2005. We believe that the step up from $5.3 million to ~$8.6 million per quarter is
a sustainable base from which NZX can continue to grow.
NZX owns 50% of the Australian ECN, with Citigroup, CommSec, Goldman Sachs
JBWere, Macquarie and Merrill Lynch owning 10% each. Information technology and
data workstreams are on track, the Australian Market Licence application was lodged
with the Australian Securities and Investment Commission (ASIC) on 31 January
2007, and a CEO, Greg Yanco, has been appointed. This platform will give NZX an
international footprint through a scale growth opportunity that leverages against NZX’s
core infrastructure and competencies.
Smartshares
Strong growth in funds under management to ~$500 million, with EBITDA moving from
near break-even to $543,000.
Data
5
FINANCIAL REVIEW CONTINUED
Revenues grew 27% year on year to $23 million. EBITDA at $10.2 million was 52%
ahead of the prior year. Operating expenses rose to $12.4 million or 16% more than
2005. This largely reflects investments in people to establish and manage the ECN’s
operations.
The composition of NZX Markets revenue for the 2005 and 2006 years is set out in
the graphs below:
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Initial and secondary listings revenues of $3.00 million were 43% ahead of the $2.1
million booked in 2005. Revenue from initial and secondary listings remains an
important and recurring component of the NZX Markets business revenue stream as
illustrated in the table below:
Also of note within NZX Markets revenues is the growth in NZX services income to
$914,000 from last year’s $274,000. NZX is extending its core infrastructure for the
ECN investment in Australia. During the last quarter of 2006, NZX charged the ECN for
services provided during the establishment phase. Post establishment, NZX will continue
to provide market operations and market supervision under a services agreement.
As noted the NZX Markets operating expense base has grown year on year to be $12.4
million in 2006. NZX has deliberately increased its core capability in order to secure
future growth. The operating costs include the costs associated with acquired revenue
streams (FundSource and Agri-Fax), and also feasibility and ongoing costs in relation to
the Australian ECN. In particular, NZX’s investment in the ECN has resulted in a need for
programme and project management skills beyond that previously required.
Smartshares Limited
Smartshares is New Zealand’s leading passive fund manager and now has five equity-
based products. Smartshares has, at the time of writing, over $500 million in funds
under management (FUM). In Q4, Smartshares was ranked third amongst New Zealand
fund managers in terms of funds inflow.
The growth in Smartshares FUM is reflected in strong revenue growth of 63% vs. last
year for a total revenue number of $2.3 million. Operating costs at $1.8 million have
grown by 15% year on year. The operating margin leverage has resulted in a 531%
year on year improvement in EBITDA, to $543,000. Smartshares has now reached
scale and going forward will be an increasingly significant contributor to the NZX Group
EBITDA.
7
FINANCIAL REVIEW CONTINUED
In 2006 LINK’s revenues were $3.1 million and EBITDA was $424,000. Whilst market
conditions have impacted LINK during 2006, the business is now cashflow positive and
the performance in the last quarter of 2006 was very favourable.
NZX expects LINK to begin to return cash to its investors during the second half of 2007.
In August 2006 NZX made a tax-effective capital return of $16.2 million to shareholders.
Accordingly, cash (or cash equivalents) as at 31 December 2006 were at $1.9 million,
down from $19.6 million at 31 December 2005.
The dividend for 2006 will be 60% of group NPAT. NZX will pay a dividend of $0.16 per
share, fully imputed, for the year ended 31 December 2006. The dividend payment will
occur in the second quarter of 2007. NZX is currently assessing the implementation of
a Dividend Reinvestment Plan (DRP). The exact timing of the 2006 dividend payment
will be announced, with details of any DRP, by the Chairman of the Board of Directors at
NZX’s Annual Meeting on 30 March 2007.
Mark graduated from Auckland University with a Masters degree in Economics (First and Simon Allen
Class Honours), a Bachelor of Commerce and a Bachelor of Arts. Mark then studied
at the Columbia University School of Law in New York, graduating in 1997 with a J.D.C.
(Doctor in Jurisprudence) and a Diploma in International Law.
Mark joined leading New York law firm Skadden, Arps, Slate, Meagher & Flom as an
attorney. While there, he worked extensively in securities law and on mergers and
acquisitions. Mark went on to work at the New York office of McKinsey & Company. He
specialised in stock exchanges, asset management and banking and general corporate
strategy. Mark is a member of the University of Auckland Business School Advisory
Board.
11
CORPORATE GOVERNANCE
NZX believes good governance starts at the top with the Board of Directors (the Board)
who are elected by shareholders to direct and control NZX’s activities.
The Board is responsible for the overall direction and strategy of NZX. It selects the
Chief Executive and delegates the day to day operation of NZX’s business to the Chief
Executive. The Chief Executive implements policies and strategies set by the Board and
is responsible to it.
The Board has established a Code of Ethics that provides a set of principles for Directors
to apply in their conduct and work for NZX. The principles include managing conflicts
of interest, the required skills of Directors, trading in NZX’s shares, and maintaining
confidentiality of information received in their capacity as Directors of NZX.
BOARD OF DIRECTORS
The Board currently comprises six Directors of whom five are non-Executive Directors.
In accordance with Rule 3.3.1A, the Board has determined that five of the six Directors
are Independent as defined in the Rules. The Independent Directors are Simon Allen
(Chairman), Nigel Williams (Deputy Chairman), Andrew Harmos, Neil Paviour-Smith and
Henry van der Heyden. Mark Weldon, the Chief Executive, is the only non-Independent
Executive Director on the Board.
In accordance with the constitution and the NZSX Listing Rules, one third of the Directors
are required to retire by rotation and offer themselves for re-election by shareholders
each year.
Meetings of the Board are scheduled in advance. Meeting agendas and papers must be
circulated at least five business days before each meeting to allow Directors sufficient
time to prepare.
The Board has access to executive management and key executive managers are invited
to attend and participate in appropriate sessions of Board meetings.
The Board holds regular scheduled meetings and also holds ad hoc meetings to consider
time sensitive or specific issues (including via teleconference).
The Board has two standing committees: an audit committee and a remuneration
committee.
AUDIT COMMITTEE
The audit committee operates under a charter, which sets out its role in assisting the
Board with corporate financial matters. It may only comprise Independent Directors and
at least one member of the audit committee must have expertise in accounting. The
members of the audit committee are Simon Allen, Neil Paviour-Smith (Chairman) and
Nigel Williams.
The audit committee has a clear line of communication with the independent and
internal auditor, and it may, at its discretion, meet with the independent auditor without
company management being present.
REMUNERATION COMMITTEE
The remuneration committee operates under a charter that sets out its role. It assists the
Board in reviewing the remuneration policies and practices of NZX as they relate to the
Directors including any committees that Directors may serve on, and the remuneration
of the Chief Executive.
NOMINATIONS
Given the size of the Board, there is no nominations and succession committee. Rather,
the full Board is involved in the Director nomination process.
13
CORPORATE GOVERNANCE CONTINUED
DISCLOSURE
NZX has internal procedures in place to ensure that key financial and material
information is communicated to the market in a clear and timely manner. In addition
to its disclosure obligations under the Rules, NZX has adopted a quarterly reporting
regime and produces operating metrics monthly. This additional information provides
transparency and assists the market in evaluating NZX’s performance. NZX also
maintains a website which provides contact points for the public and is continuously
updated with information regarding NZX and its releases.
RISK MANAGEMENT
The Board is responsible for ensuring that key business and financial risks are
identified and appropriate controls and procedures are in place to effectively manage
those risks.
Directors may seek independent professional advice to assist with their responsibilities.
During the 2006 financial year Directors sought independent professional advice
where necessary.
NZX provides indemnity insurance cover to Directors and executive employees. This is
explained further on page 41.
SHARE TRADING
The Company has adopted a formal NZX Securities Trading Policy to address insider
trading requirements under the Securities Markets Act 1988. The NZX Securities
Trading Policy is modelled on the Insider Trading (Approved procedure for Company
Officers) Notice 1996 (the Notice) and administered by the NZX Securities Trading
Committee that consists of the Corporate Counsel and Chairman of the Board. The NZX
Securities Trading Policy restricts trading in the financial year by prohibiting trading in
NZX’s securities during ‘black-out’ periods set out in the Notice.
If a Director or officer wishes to trade NZX securities in a ‘trading window’, that person
must first apply, and obtain, consent from the NZX Securities Trading Committee.
Because of the nature of NZX’s business, any employee who wishes to buy or sell
any security listed on NZX’s markets must follow the NZX Securities Trading Policy
and apply to NZX for consent to trade. This policy is reinforced through individual
employment agreements.
15
STATEMENT OF FINANCIAL PERFORMANCE
Parent Group
Note 2006 2005 2006 2005
$000 $000 $000 $000
Operating revenue 1 22,341 18,139 25,026 19,500
Operating expenses 2 12,027 10,685 14,123 12,172
Operating EBITDA 10,314 7,454 10,903 7,328
Unrealised (gain)/loss on investment bonds (59) 63 (59) 63
Non-recurring expenditure 9 418 704 418 704
EBITDA 9,955 6,687 10,544 6,561
Depreciation 7 771 751 791 751
Amortisation 8 85 129 242 156
EBIT 9,099 5,807 9,511 5,654
Interest income 1,114 1,647 1,117 1,647
Share of losses of associates 4 - - 446 34
Surplus before tax 10,213 7,454 10,182 7,267
Tax expense 10 3,520 1,985 3,779 2,380
Net Surplus after tax 6,693 5,469 6,403 4,887
Parent Group
Note 2006 2005 2006 2005
$000 $000 $000 $000
Net Surplus after tax 6,693 5,469 6,403 4,887
Total recognised revenue & expenditure 6,693 5,469 6,403 4,887
Issue of Share Capital 2,609 1,780 2,609 1,780
Capital repayment (16,271) - (16,271) -
Dividend payment (3,505) (5,398) (3,505) (5,398)
CEO Share Scheme 13 (469) (1,141) (469) (1,141)
Release of Treasury Shares held by Subsidiary - - 469 1,141
Company
Movement in Shareholders’ funds for the period (10,943) 710 (10,764) 1,269
Shareholders’ funds at beginning of period 33,365 32,655 30,907 29,638
Shareholders’ funds at end of period 22,422 33,365 20,143 30,907
17
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2006
Parent Group
Note 2006 2005 2006 2005
$000 $000 $000 $000
ASSETS
Current assets:
Cash at bank 3 1,233 718 1,893 1,546
Investment bonds 4 3,638 1,999 3,638 1,999
Cash investments 3 - 18,100 - 18,100
Receivables & prepayments 5 6,400 2,911 7,520 3,416
11,271 23,728 13,051 25,061
Non current assets:
Advances 13 1,356 1,146 833 154
Fixed assets 7 2,334 2,453 2,446 2,453
Investments 4 12,988 9,793 6,251 6,759
Deferred tax 10 507 397 495 438
Goodwill 8 304 306 2,932 808
Intangibles 8 590 - 1,579 -
18,079 14,095 14,536 10,612
Total assets 29,350 37,823 27,587 35,673
LIABILITIES AND SHAREHOLDERS’ FUNDS
Accounts payable and other current liabilities 6 6,746 4,612 7,187 4,920
Provision for taxation 10 182 (154) 257 (154)
6,928 4,458 7,444 4,766
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
CASH FLOWS FROM OPERATING ACTIVITIES
Cash was provided from:
Cash received from customers and others 19,632 21,551 22,038 22,612
Net GST paid (229) (901) (231) (901)
Interest received 1,130 1,563 1,133 1,773
20,533 22,213 22,940 23,484
Cash was applied to:
Cash paid to suppliers and employees 10,615 13,531 12,912 15,510
Taxation paid 3,294 2,571 3,424 2,571
13,909 16,102 16,336 18,081
Net cash flows from operating activities 6,624 6,111 6,604 5,403
CASH FLOWS FROM INVESTING ACTIVITIES
Cash was provided from:
Decrease in other assets 955 - 485 -
Decrease in bank deposits 20,100 1,831 19,654 1,831
21,055 1,831 20,139 1,831
Cash was applied to:
Purchase of fixed assets 652 1,876 784 1,876
Increase in other assets 937 268 4,209 268
Increase in investments 6,776 1,458 3,073 (42)
8,365 3,602 8,066 2,102
Net cash flows from investing activities 12,690 (1,771) 12,073 (271)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash was provided from:
Proceeds from issue of shares 977 1,625 1,446 1,625
977 1,625 1,446 1,625
Cash was applied to:
Capital repayment 16,271 - 16,271 -
Dividend payment 3,505 5,398 3,505 5,398
19,776 5,398 19,776 5,398
Net cash flows from financing activities (18,799) (3,773) (18,330) (3,773)
Net increase in cash held 515 567 347 1,359
Opening cash balance 718 151 1,546 187
Cash at end of period 1,233 718 1,893 1,546
19
STATEMENT OF CASH FLOWS CONTINUED
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
RECONCILIATION OF SURPLUS FOR THE PERIOD TO
NET CASH FLOWS FROM OPERATING ACTIVITIES
Surplus for the period 6,693 5,469 6,403 4,887
ENTITIES REPORTING
The financial statements presented for the ‘Parent’ are for New Zealand Exchange Limited (“NZX”) as a stand-alone entity. The
consolidated financial statements for the ‘Group’ are for the economic entity comprising NZX, its subsidiaries and associates.
STATUTORY BASE
NZX is a company registered under the Companies Act 1993 and is an issuer in terms of the Securities Act 1978. These
financial statements are presented in compliance with the Financial Reporting Act 1993 and the Companies Act 1993.
MEASUREMENT BASE
The financial statements have been prepared on the basis of historical cost with the exception of certain items for which specific
accounting policies are identified.
ACCOUNTING POLICIES
The financial statements are prepared in accordance with New Zealand’s generally accepted accounting practice. The significant
accounting policies that affect the measurement of financial performance, financial position and cash flows are set out below.
21
STATEMENT OF ACCOUNTING POLICIES CONTINUED
REVENUE RECOGNITION
Rendering of services
Revenue from a transaction to provide services is recognised by reference to the stage of completion of the transaction at the
balance sheet date.
Interest revenue
Interest revenue is recognised on a time proportionate (as earned) basis that takes into account the effective yield on the
financial asset.
Foreign currency transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rate prevailing at the dates
of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the
translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in
the income statement.
TAXATION
Tax expense is based on accounting surpluses, adjusted for the permanent differences between accounting and tax rules.
The impact of all timing differences between accounting and taxable income is recognised as a deferred tax liability or asset. This
is the comprehensive basis for the calculation of deferred tax under the liability method.
A deferred tax asset or the effect of losses carried forward that exceeds the deferred tax liability, is recognised in the financial
statements only where there is virtual certainty that the benefit of timing differences, or losses, will be utilised.
FINANCIAL INSTRUMENTS
Financial instruments carried in the Statement of Financial Position include cash and bank balances, investments, accounts
receivable and accounts payable. The particular recognition methods adopted are disclosed in the individual policy statements
associated with each item.
INVESTMENTS
Investments in subsidiaries and associates are stated at cost in the Statement of Financial Position of the parent, less any
impairment if required.
Investment bonds are stated at market value and any resultant gain or loss is recognised in the Statement of Financial
Performance. All other investments are stated at the lower of cost or net realisable value.
GOODWILL
Goodwill, representing the excess of the cost of acquisition over the fair value of the identifiable assets and liabilities acquired, is
recognised as an asset. Amounts recognised as goodwill are amortised on a straight line basis over twenty years or management’s
estimate of the useful life if lower.
INTANGIBLE ASSETS
Acquired intangible assets are recognised in the financial statements at the assessed fair value at the date of acquisition. They are
subsequently amortised over management’s estimate of their useful life on a straight line basis.
IMPAIRMENT
Directors assess the carrying value of each asset on at least an annual basis, or where there are indications of impairment. Where
the estimated recoverable amount of the asset is less than its carrying amount, the asset is written down. The impairment loss
is recognised in the Statement of Financial Performance.
ACCOUNTS RECEIVABLE
Accounts receivable are carried at estimated realisable value after providing against debts where collection is doubtful.
23
STATEMENT OF ACCOUNTING POLICIES CONTINUED
OPERATING LEASES
Operating lease payments are recognised as an expense in the periods the amounts are payable.
COMPARATIVES
Comparative figures where necessary have been restated to correspond with current year classifications.
The presentation of share of losses of associates has been moved to below the EBITDA line in accordance with NZ GAAP.
All comparative figures relating to the number of shares have been restated to reflect the capital reconstruction on 21 July 2006
(see Note 14 for further details).
1. Operating Revenue
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Listing fees 8,105 6,618 8,049 6,547
Participant fees 1,413 1,313 1,413 1,313
Trading, clearing & settlement 4,710 4,814 4,710 4,814
Market information 5,479 3,367 6,083 3,367
Regulatory 1,720 1,753 1,720 1,753
Funds management fees - - 2,331 1,432
NZX services income 914 274 720 274
22,341 18,139 25,026 19,500
2. Operating Expenses
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Employee & related costs 7,119 6,250 7,916 6,743
Information technology 1,771 1,824 1,778 1,824
Legal 575 475 603 514
Marketing 215 211 370 421
General administration 1,891 1,467 2,920 2,148
Directors’ fees 299 295 311 302
Audit fees 58 50 99 90
Assurance services paid to auditors 24 12 51 29
Other auditors’ services 30 14 30 14
Bad debts written off - 54 - 54
Increase in provisions for doubtful debts 45 33 45 33
12,027 10,685 14,123 12,172
25
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
4. Other Investments
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Investment in associates 6,926 3,213 6,251 3,179
Investment in subsidiaries 6,062 3,000 - -
Investment bonds - current 3,638 1,999 3,638 1,999
Investment bonds - non current - 3,580 - 3,580
16,626 11,792 9,889 8,758
INVESTMENT IN SUBSIDIARIES
Investments in subsidiaries comprise shares at cost.
All subsidiary entities have a balance date of 31 December and are incorporated in New Zealand.
Agri-Fax Limited was acquired on 1 April 2006 for a cash consideration of $1,200,000. This amount may increase if
certain revenue targets are met. The group has accrued $390,000 with respect to the revenue targets that are currently
expected to be met. FundSource was acquired on 30 September 2006 for consideration of $908,953. The components
purchased on acquisition are:
Mandela Investments Limited is a holding company that holds the 50% share NZX has in A.C.N. 121 659 658 (“Australia
NewCo”). Mandela Investments Limited was incorporated on 5 September 2006.
No acquisitions were made in 2005.
INVESTMENT IN ASSOCIATES
Name of entity Principal activities Interest held by Group Group carrying amount
2006 2005 2006 2005
$000 $000
Australia NewCo Operates an ECN (Electronic 50% 0% 1,388 -
Communications Network)
for executing and reporting
transactions.
LINK Market Services Limited Registrar 50% 50% 4,863 3,179
NZX owns 50% of Australia NewCo. The other shareholders are companies controlled by Citigroup, CommSec, Goldman
Sachs JBWere, Macquarie Bank and Merrill Lynch. The entity was incorporated on 8 September 2006, in Australia, and has a
balance date of 31 December.
LINK Market Services Limited is jointly owned by NZX and LINK Market Services Limited Australia (formerly ASX
Perpetual Registrars Limited). It was incorporated on 15 December 2004 in New Zealand and has a balance date of
31 December.
27
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Trade receivables 4,041 2,181 4,826 2,502
Intercompany receivable - 70 - -
Prepayments 319 287 391 329
Accrued interest 75 92 75 92
Sundry debtors and accrued income 1,965 281 2,228 493
6,400 2,911 7,520 3,416
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Trade creditors 109 335 128 364
Unearned income 3,339 2,711 3,524 2,711
Intercompany payable 97 - - -
Employee entitlements 394 221 426 223
Sundry payables and accrued expenses 2,570 1,111 2,822 1,388
GST 237 234 287 234
6,746 4,612 7,187 4,920
7. Fixed Assets
Fixed assets for Parent and Group were the same for the year ended 31 December 2005.
29
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Parent Group
2006 2005 2006 2005
$000 $000 $000 $000
Opening cost of goodwill 435 582 963 1,056
Impairment of goodwill (see Note 9) (435) (415) (435) (415)
Goodwill arising on acquisition 310 268 2,473 268
Closing cost of goodwill 310 435 3,001 909
Included in the Group acquisition of goodwill for 2006 is an amount of $1,738,233 in respect of the purchase of the management
rights of the Smart OZZY fund.
Intangible assets acquired in 2006 are being amortised over their useful lives. The amortisation charge recorded in the Statement
of Financial Performance was $37,384 for the Parent and $88,807 for Group.
9. Non-Recurring Items
Non-recurring items are expenses that are not ordinary and are one-off in nature. For the year ending 31 December 2006 the
only non-recurring item was the write off of the Sydney Futures Exchange (SFE) contract of $263,601 (2005: $360,000) and
the contracted future maintenance fees in relation to this contract of $154,599. For the year ending 31 December 2005 non-
recurring items also included expenditure incurred in investigating the default of Access Brokerage Limited and preparation for
the NZX Discipline hearing for Access Brokerage Limited of $344,000.
10. Taxation
31
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
FAIR VALUE
The fair value of the financial instruments is considered to be approximately equivalent to the value as reflected in the Statement
of Financial Position.
CREDIT RISK
The maximum credit risk associated with the financial instruments held by NZX is considered to be the value reflected in the
Statement of Financial Position. The risk of non-recovery of these amounts is considered to be minimal.
NZX does not require collateral or other security to support financial instruments with credit risk.
Concentrations of credit risk arise where NZX is exposed to the risk that a party may fail to discharge an obligation in the
normal course of business. NZX Treasury policy is to limit the exposure to counterparties to $10 million for registered banks
and to $3 million for other institutions with a minimum credit rating of A-.
12. Commitments
Lease of premises
2006 2005
$000 $000
Up to 1 year 665 665
1 – 2 years 665 665
2 – 5 years 1,995 1,995
> 5 years 2,328 2,993
NZX has entered a contract with Trayport Limited for services relating to establishing a software platform committing to an
obligation in total of $3,000,000 of capital expenditure over a five-year period.
Sales to and purchases from related parties are made at normal market prices. Outstanding balances at the year end are
unsecured, interest free and settlement occurs in cash. There have been no guarantees provided or received for any related parties’
receivables or payables. No amounts owed by related parties have been written off or forgiven during the period.
Transactions between Group companies including associates mainly comprise management services, registry services and
charges for fund management data. Included in the carrying amount of Australia NewCo in the financial statements is $112,662
of costs that were incurred by NZX in developing the AML and platform that were capitalised by NewCo.
In 2003, financial assistance was provided to the Chief Executive Officer and Director, Mark Weldon. A disclosure document
was provided to all shareholders on 15 September 2003 setting out details of a proposal by the Company to give financial
assistance to Mark Weldon. The financial assistance was in connection to the acquisition of 634,275 Share Scheme Shares in
NZX, to be held by a nominee company (“Nominee”) on behalf of Mr Weldon in accordance with the terms of the NZX CEO
Share Scheme (“Scheme”).
The terms of the Scheme, and the proposed financial assistance, were approved by members of the Company’s predecessor, the
New Zealand Stock Exchange, at the time of demutualisation, and were fully described in the NZX Prospectus and Investment
Statement registered on 3 June 2003.
The Directors of NZX authorised NZX to give financial assistance to Mr Weldon to fund the acquisition of the Share Scheme
Shares, by way of a loan of $2,132,433, which is the aggregate of the issue prices for the 634,275 ordinary shares to be issued
under the Scheme. On 19 July 2006 a further tranche of 126,855 shares qualified and following repayment of $469,363.50 were
33
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
transferred from the Nominee to Mr Weldon. As at July 2006 a total of 507,420 Share Scheme shares have qualified under
the Scheme and Mr Weldon has repaid $1,609,790 to NZX, reducing his financial assistance to $522,643. The Share Scheme
shares were subject to the same changes as ordinary shares.
NZX Executive Share Plan shares are offered to selected employees at the market price of the shares on the date of issuance.
The Directors of NZX authorised NZX to give financial assistance to some NZX employees in December 2006 to assist them
in the acquisition of NZX ordinary shares under the NZX Executive Share Plan. The total financial assistance provided under
the NZX Executive Share Plan in 2006 is $1,178,328 (2005: $319,205). At 31 December 2006, NZX employees had repaid
$344,841 (2005: $164,998). The balance outstanding is $833,487 (2005: $154,207).
Date of issue Number of shares issued Price per share issued in Number of shares
in that year that year ($) transferred out of
nominee company
to NZX employees
December 2006 208,576 6.798 142,758
December 2005 152,513 3.971 64,750
December 2004 125,125 5.109 -
Shares were transferred out in accordance with the terms of the NZX Executive Share Plan. As at 31 December 2006 278,706
shares were held under the Executive Share Plan making up 1% of total shares.
Group
2006 2005
Undiluted earnings per share (cents per share) 27.49 21.60
Net tangible assets per share (cents per share) 99.07 154.12
Earnings per share are calculated by dividing the operating surplus attributable to shareholders by the weighted average number
of ordinary shares on issue during the period.
Net tangible assets per share are calculated by dividing total assets less intangibles and goodwill by the weighted average number
of ordinary shares on issue during the period.
35
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
Parent
Adjustments Share Retained Retained Assets Liabilities
capital earnings 2005 earnings $000 $000
$000 and prior 2006
$000 $000
As reported under NZ GAAP (3,243) (12,486) (6,693) 29,350 (6,928)
(A) CEO share scheme (1,003) 920 83 - -
(B) Employee sick leave provision - 31 43 - (74)
(C) Deferred taxation adjustment - (10) (14) 24 -
In accordance with NZ IFRS (4,246) (11,545) (6,581) 29,374 (7,002)
Group
Adjustments Share Retained Retained Assets Liabilities
capital earnings 2005 earnings $000 $000
$000 and Prior 2006
$000 $000
As reported under NZ GAAP (2,721) (11,019) (6,403) 27,587 (7,444)
(A) CEO share scheme (1,003) 920 83 - -
(B) Employee sick leave provision - 31 43 - (74)
(C) Deferred taxation adjustment - (10) (14) 24 -
(D) Amortisation on indefinite life - (26) (242) 268 -
intangibles and goodwill
In accordance with NZ IFRS (3,724) (10,104) (6,533) 27,879 (7,518)
37
PricewaterhouseCoopers
113-119 The Terrace
PO Box 243
Wellington
New Zealand
Auditors’ Report Telephone +64 4 462 7000
to the shareholders of New Zealand Exchange Limited Facsimile +64 4 462 7001
We have audited the financial statements on pages 16 to 37. The financial statements provide information about
the past financial performance and cash flows of the Company and Group for the year ended 31 December 2006
and their financial position as at that date. This information is stated in accordance with the accounting policies set
out on pages 21 to 24.
Directors’ Responsibilities
The Company’s Directors are responsible for the preparation and presentation of the financial statements which
give a true and fair view of the financial position of the Company and Group as at 31 December 2006 and their
financial performance cash flows for the year ended on that date.
Auditors’ Responsibilities
We are responsible for expressing an independent opinion on the financial statements presented by the Directors
and reporting our opinion to you.
Basis of Opinion
An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial
statements. It also includes assessing:
(a) the significant estimates and judgements made by the Directors in the preparation of the financial
statements; and
(b) whether the accounting policies are appropriate to the circumstances of the Company and Group,
consistently applied and adequately disclosed.
We conducted our audit in accordance with generally accepted auditing standards in New Zealand. We planned
and performed our audit so as to obtain all the information and explanations which we considered necessary
to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from
material misstatements, whether caused by fraud or error. In forming our opinion we also evaluated the overall
adequacy of the presentation of information in the financial statements.
We have no relationship with or interests in the Company or any of its subsidiaries other than in our capacity as
auditors and providers of other assurance services.
Unqualified Opinion
We have obtained all the information and explanations we have required.
In our opinion:
(a) proper accounting records have been kept by the Company as far as appears from our examination of those
records; and
(b) the financial statements on pages 16 to 37:
(i) comply with generally accepted accounting practice in New Zealand; and
(ii) give a true and fair view of the financial position of the Company and Group as at 31 December 2006
and their financial performance and cash flows for the year ended on that date.
Our audit was completed on 8 February 2007 and our unqualified opinion is expressed as at that date.
Chartered
38 NEWAccountants
ZEALAND EXCHANGE LIMITED 2006 ANNUAL REPORT Wellington
STATUTORY INFORMATION
1. Business Operations
There have been no changes in the business undertakings of the Company, subsidiaries and associates during the year. However,
the Company has acquired two additional business units (FundSource Limited and Agri-Fax Limited - both fully owned
subsidiaries of NZX) and NZX’s fully owned subsidiary Smartshares Limited acquired the Tortis-Ozzy fund from Tower
Limited - now renamed the Smart Ozzy fund.
2. Interests Register
The Group is required to maintain an Interests Register in which particulars of certain transactions and matters involving the
Directors must be recorded.
No matters were recorded in the Interests Register in 2006.
3. Directors’ Interests
The Directors have declared interests in the following entities:
CONTINUED OVER 39
STATUTORY INFORMATION CONTINUED
41
STATUTORY INFORMATION CONTINUED
Mr Don Trow
FundSource Limited
Mr Don Trow was paid Director fees of $12,500 in relation
to this Directorship. Mr Stephen Armstrong
Mr Columba Cryan
Tane Nominees Limited
Mr Mark Weldon
NZX Executive Share Plan Nominees Limited
Ms Elaine Campbell
Mr Simon Allen
Mr Neil Paviour-Smith
Mr Mark Weldon
Mr Stephen Armstrong
The remuneration of employees acting as Directors of subsidiaries is disclosed in the relevant banding of remuneration set out
under Employee Remuneration.
8. Employee Remuneration
During the year a number of employees or former employees (excluding Directors) received remuneration and other benefits,
including non cash benefits and NZX shares in accordance with the NZX Executive Share Plan, in their capacity as employees
of the Company. The value of which exceeded $100,000 per annum were as follows:
1
1,009,852 shares and 221,996 Share Scheme shares.
43
STATUTORY INFORMATION CONTINUED
10. Auditors
The auditor of the parent company and Group is PricewaterhouseCoopers. PricewaterhouseCoopers provide audit and other
services for which they are remunerated.
Parent Group
$000 $000
Audit services 58 99
Assurance services 24 51
Other services 30 30
Shares Held %
Forbar Custodians Limited 1,634,696 6.95
TEA Custodians Limited 1,591,484 6.77
ASB Nominees Limited 1,009,852 4.29
Custodial Services Limited 827,680 3.52
New Zealand Superannuation Fund Nominees Limited 814,950 3.47
Accident Compensation Corporation 692,947 2.95
Peter Hanbury Masfen & Joanna Alison Masfen 671,078 2.85
Nigel Babbage & Philippa Babbage 654,812 2.78
Premier Nominees Limited – ING Wholesale Equity Selection 564,890 2.40
Ithaca (Custodians) Limited 543,374 2.31
Norwich Union Life Insurance (NZ) Limited 527,144 2.24
TEA Custodians Limited 524,982 2.23
David Mitchell Odlin 371,750 1.58
Custodial Services Limited 365,275 1.55
Leveraged Equities Finance Limited 338,279 1.44
ASB Nominees Limited 313,590 1.33
Premier Nominees Limited – Armstrong Jones NZ Share Fund 211,672 0.90
NZ Guardian Trust Investment Nominees Limited 199,636 0.85
National Nominees New Zealand Limited 194,534 0.83
RGH Holdings Limited 166,250 0.71
12,218,875 51.95
45
SECURITY HOLDER INFORMATION CONTINUED
Relevant Interest %
Fisher Funds Management Limited 1,225,617 9.91
ING NZ Limited 783,527 6.18
M R Weldon 1,231,848 5.30
47
DIRECTORY
49
NOTES