Annual Report and Accounts 2016
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ANNUAL REPORT AND ACCOUNTS 2016 DELIVERING FOR CUSTOMERS AND SHAREHOLDERS STRATEGIC REPORT | Overview WHO WE ARE As one of the largest environmental infrastructure groups in the UK, we are at the top end of the FTSE 250. We have assets of around £5.7 billion and a workforce of over 4,800 people. OUR BUSINESSES WATER AND WASTEWATER SOUTH WEST WATER Providing water and wastewater services to a population of c.1.7 million in Cornwall, Devon and parts of Dorset and Somerset. South West Water was awarded enhanced status for its 2015-2020 Business Plan, and has the highest potential returns in the water sector. BOURNEMOUTH WATER Providing water services to a population of c.0.5 million in areas of Dorset, Hampshire and Wiltshire. Bournemouth Water was acquired in April 2015 and has been substantially integrated with South West Water to deliver synergies and savings. WASTE RECYCLING AND RECOVERY VIRIDOR A leading UK recycling, energy recovery and waste management company, providing services to more than 150 local authorities and major corporate clients as well as over 32,000 customers across the UK. OUR VISION • To be a pre-eminent developer, manager and operator of environmental infrastructure and related services • To provide first class services to our customers • To achieve positive outcomes for the communities in which we operate • To provide sustainable value for our shareholders. OUR MISSION • To enable and encourage the people and businesses we serve to be more sustainable • To adopt sustainable practices in our management of the environment • To invest in new and innovative technologies for the benefit of our businesses and stakeholders. OUR STRATEGY • To innovate, drive efficiencies and identify opportunities for growth • To provide high quality, reliable services and a safe working environment for our people and the communities we serve. PENNON GROUP PLC ANNUAL REPORT 2016 OVERVIEW GROUP PERFORMANCE GOVERNANCE FINANCIAL STATEMENTS CONTENTS STRATEGIC REPORT Group financial highlights 4 Group operational highlights 6 Chairman’s statement 8 OVERVIEW Business model 10 Group Chief Executive Officer’s overview 14 Chief Financial Officer’s report 18 Our operations 26 Water and wastewater 28 GROUP Waste recycling and recovery 32 PERFORMANCE Customers and communities 36 Our environment 42 Our people 48 Risk report 51 GOVERNANCE Chairman’s letter to shareholders 58 AND Board of Directors 60 REMUNERATION The Board and its governance framework 62 Board Committees’ reports 66 Directors’ remuneration report 77 Directors’ report – other statutory disclosures 99 FINANCIAL Independent auditor’s report 104 STATEMENTS Financial statements 114 AND Five-year financial summary 172 SHAREHOLDER Shareholder information 173 INFORMATION To view our online report visit: www.pennonannualreport.co.uk/2016 www.pennonannualreport.co.uk/2016 1 STRATEGIC REPORT | Overview STRATEGIC REPORT OVERVIEW OVERVIEW 4 GROUP FINANCIAL HIGHLIGHTS 6 GROUP OPERATIONAL HIGHLIGHTS 8 CHAIRMAN’S STATEMENT 10 BUSINESS MODEL 2 PENNON GROUP PLC ANNUAL REPORT 2016 OVERVIEW GROUP PERFORMANCE GOVERNANCE FINANCIAL STATEMENTS STRONG FINANCIAL PERFORMANCE BENEFITING CUSTOMERS AND SHAREHOLDERS GROWTH AT VIRIDOR: ENERGY RECOVERY ACTIVITIES PERFORMING WELL STRONG START TO K6 (2015-2020): OUTPERFORMING REGULATORY CONTRACT SECTOR-LEADING DIVIDEND POLICY: +4% GROWTH OVER RPI YEAR ON YEAR TO 2020 www.pennonannualreport.co.uk/2016 3 STRATEGIC REPORT | Overview GROUP FINANCIAL HIGHLIGHTS REVENUE HIGHLIGHTS OF THE YEAR • Strong start to the new regulatory period for the water business delivering a RoRE of 11.7%(3) £1,352.3m -0.4% • Group results benefiting from growth: − £90 million of EBITDA delivered from Energy Recovery Facilities (ERFs) in 2015/16, up 166%. ADJUSTED EBITDA(1) before non-underlying items ERFs on track to deliver targeted c.£100 million of EBITDA(1) in 2016/17 despite pressure on power prices and the removal of Levy Exemption Certificates (LECs) − Bournemouth Water acquired on 15 April 2015, with key aspects of the integration with £508.4m +9.1% South West Water delivered: - licence and trade and assets merged PROFIT BEFORE TAX before non-underlying items - shared services combined - debt transferred and security removed • Group efficiency initiatives underway, expected to deliver future cost savings of c.£11 million p.a. £211. 3m +0.3% (statutory basis £206.3m) STRATEGY IN ACTION • Dividend increased by 5.6% in line with DIVIDEND sector-leading policy of 4% year-on-year growth over RPI • Group remains well funded with efficient long-term financing • Continued focus on sustainable investment and activities that make a positive impact on 33.58p +5.6% communities and the environment • Implementing improvements in recycling activities. SHAREHOLDER PROFITS(2) (£m) Profit before tax and non-underlying items 211. 3 Non-underlying items impacting profit before tax (5.0) Tax charge (38.0) Profit attributable to perpetual capital holders (16.2) Profit after tax attributable to shareholders 152.1 (1) Earnings before interest, tax, depreciation, amortisation and non-underlying items (EBITDA). (Adjusted EBITDA includes IFRIC 12 interest receivable and share of joint venture EBITDA – see notes 8 and 20 to the financial statements) (2) Reconciliation of profit before tax and non-underlying items to profit after tax attributable to shareholders (3) Return on regulated equity. See page 28 for further details. 4 PENNON GROUP PLC ANNUAL REPORT 2016 OVERVIEW GROUP PERFORMANCE GOVERNANCE FINANCIAL STATEMENTS ASSETS CASH AND COMMITTED FACILITIES TO FUND CAPITAL PROGRAMME £5.7bn INVESTMENT IN KEY INFRASTRUCTURE £317m £1.7bn KEY PERFORMANCE INDICATORS(1) REVENUE (£m) DIVIDEND PER SHARE (pence) 2011/12 1,233.1 2011/12 26.52 2012/13 1,201.2 2012/13 28.46 2013/14 1,321.2 2013/14 30.31 2014/15 1,357.2 2014/15 31.80 2015/16 -0.4% 1,352.3 2015/16 +5.6% 33.58 (2) ADJUSTED EBITDA before non-underlying items (£m) INTEREST RATE ON ANNUAL NET DEBT (%) 2011/12 430.8 2011/12 4.2 2012/13 433.0 2012/13 4.0 2013/14 456.9 2013/14 3.8 2014/15 465.9 2014/15 3.4 2015/16 +9.1% 508.4 2015/16 3.3 PROFIT BEFORE TAX before non-underlying items (£m) REGULATORY CAPITAL VALUE as at 31 March (£m) 2011/12 200.5 2012 2,827 2012/13 190.0 2013 2,916 2013/14 207.3 2014 2,959 2014/15 210.7 2015 2,928 2015/16 +0.3% 211. 3 2016 +7.6% 3,150 EARNINGS PER SHARE before non-underlying items and deferred tax (pence) GROUP ASSETS as at 31 March (£bn) 2011/12 47.3 2012 4.3 2012/13 40.3 2013 4.8 2013/14 42.6 2014 5.0 2014/15 39.8 2015 5.4 2015/16 -0.8% 39.5(3) 2016 +5.6% 5.7 (1) These are the key performance indicators (KPIs) we use to measure the performance of our businesses as described in our business model on page 10 (2) Earnings before interest, tax, depreciation, amortisation and non-underlying items (EBITDA). (Adjusted EBITDA includes IFRIC 12 interest receivable and share of joint venture EBITDA) (3) Basic earnings per share (statutory basis) 37.0p. www.pennonannualreport.co.uk/2016 5 STRATEGIC REPORT | Overview GROUP OPERATIONAL HIGHLIGHTS TOTAL RENEWABLE ENERGY GENERATION HIGHLIGHTS OF THE YEAR • High quality drinking water maintained (mean zonal compliance was 99.97% for South West Water and 100% for Bournemouth Water) 1,496GWh • No water restrictions for customers and leakage targets met • Increase in customer service score in the DRINKING WATER QUALITY water business (mean zonal compliance) • 97% of bathing waters in the South West Water region meeting tougher new bathing SOUTH WEST WATER BOURNEMOUTH WATER water standards • Two-thirds of ERF portfolio now on line • Recycling and Resources £0.6 million (1%) ahead 99.97% 100% of 2014/15 EBITDA despite ongoing challenging commodity prices and market conditions. BATHING WATER COMPLIANCE(1) (‘sufficient quality’ or higher) STRATEGY IN ACTION • Group-wide focus on health and safety to drive cultural and behavioural change • Investment in new technologies and innovation 97.2% helping to improve performance in water business • Construction underway on new £60 million TOTAL WASTE MATERIAL INPUTS drinking water treatment works for the Plymouth area – first of its kind in the UK • Merger of South West Water and Bournemouth Water bringing efficiency benefits and sharing of best practice • New company, Pennon Water Services, established 7.8 million tonnes as part of our non-household retail strategy • Long-term revenue streams for ERFs helping ERF AVAILABILITY RECYCLING VOLUMES secure consistent risk profile TRADED (million tonnes) • Input, Throughput and Output Optimisation (ITOO) programme continuing to deliver further efficiencies and financial benefits in waste management • New operating model implemented at Viridor to provide a platform for growth in line with 85% 1.8 business strategy. RIDDOR INCIDENCE RATE (per 100,000 employees) (1) New standards introduced in 2015 under the EU’s revised Bathing Water Directive. The classifications are ’poor quality’, ’sufficient quality’ (the new minimum standard), ’good quality’ and ’excellent 822 quality’ (the new guideline standard). Prior years not restated. 6 PENNON GROUP PLC ANNUAL REPORT 2016 OVERVIEW GROUP PERFORMANCE GOVERNANCE FINANCIAL STATEMENTS KEY PERFORMANCE INDICATORS(1) DRINKING WATER QUALITY TOTAL WASTE MATERIAL INPUTS mean zonal compliance (%) (million tonnes) 2012 99.99 2011/12 3.1 0.7 3.8 7.6 2013 99.97 2012/13 2.7 0.7 4.1 7.5 2014 99.98 2013/14 2.7 0.7 4.3 7.7 2015 99.96 2014/15 2.5 1.2 3.8 7.5 2016 South West Water 99.97 2015/16 2.0 2.1 3.7 7.8 2016 Bournemouth Water 100.00 Landfill ERFs Recycling and other CUSTOMER