Harworth plc Group Harworth Group plc Annual Report and Financial Statements 2020 Annual Report Statements 2020 and Financial Transform Regenerate Revitalise A leading Master Portfolio has Developer and the potential to regeneration create £3.9bn company in the per annum in North of England Gross Value and the Midlands Added to UK plc Portfolio could Portfolio could deliver deliver a total 27.3m sq. ft of 30,668 of commercial new homes space Delivering our Purpose ................................................6 Doing business the Harworth Way ................................8 Our strategy ............................................................. 10 How we deliver value ................................................ 12 Our sectors .............................................................. 14 Track record ............................................................ 16 Report Strategic Chair of the Board’s Message ..................................... 18 Chief Executive’s Statement .......................................20 Financial Review .......................................................24 Effectively managing our risks ....................................32 Long-Term Viability Statement ....................................40 Case Study 1: Riverdale Park, Doncaster .......................42 The Harworth Way: Communities ...............................44 The Harworth Way: Planet ..........................................52 Case Study 2: Logistics ..............................................56 The Harworth Way: People .........................................58 The Harworth Way: Partners (including section 172 statement) ...64 Case Study 3: Income ................................................68 The Harworth Way: Governance .................................70 Chair’s introduction ...................................................76 Governance Board of Directors and Company Secretary ..................78 Corporate Statement of Corporate Governance ...........................82 Nomination Committee Report ..................................93 Audit Committee Report ...........................................101 Directors’ Remuneration Report ................................ 108 Directors’ Report .....................................................132 Statement of Directors’ Responsibilities ..................... 136 Independent auditors’ report ................................... 140 Consolidated income statement ............................... 148 Statements Consolidated statement of comprehensive income ..... 149 Financial Balance sheets ....................................................... 150 Consolidated statement of changes in equity ...............152 Company statement of changes in equity ................... 153 Statements of cash flows .......................................... 154 Notes to the financial statements .............................. 156 Gateway 36, Barnsley Our Purpose Harworth invests to transform land and property into sustainable places where people want to live and work 2020 Highlights Harworth delivered a total return of 3.0% to shareholders in 2020 by continuing to plan and create great places for people to live and work. Our pipeline of over 30,000 homes and 27m sq. ft of commercial space in our core markets of residential, and industrial and logistics, alongside our low gearing and strong balance sheet, is a solid platform for future growth • NAV growth to £488.7m and EPRA NDV1 growth to £515.9m • Revenue of £49.6m from Capital Growth and £20.4m from Income Generation • Strategic land acquisitions and planning promotion agreements signed to deliver c3,300 residential plots and c3.4m sq. ft of commercial space • Annualised rental income grown to £19.8m through new acquisitions and asset management initiatives • Resilient rent collection of 96% during 2020 • Net debt £71.2m and net loan to portfolio value 11.5% • Recommended final dividend per share of 1.466p: underlying growth of 10% and supplemented to reflect the cancellation of the 2019 final dividend2 1. European Public Real Estate Association Net Disposal Value. Harworth discloses both statutory and alternative performance metrics (APMs). A full description and reconciliation to the APMs is set out in Note 2 to the financial statements on pages 163 to 166. 2. If the 2019 final dividend had not been cancelled and included within the 2020 final dividend, the 2020 full year dividend would have been 1.102p per share, an increase of 10% on the original declared 2019 dividend Strategic Report Residential development and attenuation pond at Waverley Waverley at attenuation pond and development Residential Delivering our Purpose: How the business works We balance the delivery of our Purpose and long-term market-leading shareholder returns through the application of the following model, reflecting that our people and the ‘Harworth Way’ are absolutely central to our success. Communities Take Pride in Harworth invests to our People and Planet transform land and Partnerships People property into Act with Integrity Partners sustainable places and trust Governance where people want to live and work Deliver Creative *See pages 44, 52, 58, 64 Solutions and 70 for more on “The Harworth Way” The Our Purpose Our Values Harworth Way 6 Annual Report 2020 Development: Strategic Report Driving the capital growth of our land and property Investment: Income and value generation Underpinned through active asset management by a prudent Sectors: financial Concentrating on those property markets with strong, through-the-cycle approach with returns low gearing Governance Corporate Regions: Leveraging relationships across our core areas in the North of England and Midlands Measuring performance with our KPIs: Total return, EPRA NDV per share growth, Value gains, Profit Statements Financial excluding value gains, Net debt & net loan to portfolio value Our business together with the following operational KPIs: model creates • Residential plots & employment space delivered • Planning permissions submitted & approved long-term value for • Future pipeline of residential plots and employment space our shareholders, • Potential Gross Value Added that could be delivered from whilst delivering the portfolio thousands of • Sustainability and placemaking credentials new homes and Key business risks: Markets, Delivery, millions of sq. ft of Politics, Finance, People, Environment, employment space Social, Governance, Legal & Regulatory *See pages 12 and 13: *See pages 10 and 11 for more on Our Strategy How we deliver value Our Business Our Strategy Model 7 Doing business the Harworth Way Harworth is committed to delivering shareholder returns in the right way by creating sustainable new places that support the social and economic development of the North of England and the Midlands. Our stakeholders, including our shareholders, are also seeking increased transparency on the actions that we take in delivering our Purpose whilst creating long-term value. In early 2020, we launched “the Harworth Way”, encapsulating how we do business. We Communities have selected five principal themes to address major social, economic and environmental Planet trends. During the year, we embedded these principles People within the Group, including reporting against the Harworth Way in all investment papers. Partners We have signed the UN Global Compact Governance statement reaffirming our commitment to the Sustainable Development Goals. We established an ESG Steering Group, with members from every team across the business, to commence work to identify our short and long-term targets for the Harworth Way themes. The We will continue to build on this in 2021 to Harworth Way develop detailed targets and measures. Our work actively contributes to the delivery of ten of the UN’s sustainable development goals. More can be read about this within each individual section by following these codes. 8 Annual Report 2020 Communities Read more on pages 44 to 51 We build, strengthen and support our communities now and for future generations We deliver some of the North of England and the Midlands’ largest new developments. This Strategic Report includes: • commercial and residential sites in the Midlands and North, creating thousands of new jobs with the potential to contribute over £3.9bn Gross Value Added (GVA) p.a.; and • helping to meet the UK’s undersupply of housing, with developments including affordable housing and a range of tenures. Planet Read more on pages 52 to 55 We aim to create places in a sustainable way, efficiently using natural resources to minimise our own environmental impact In our role as Master Developer we often regenerate sites with former industrial uses, safely Governance Corporate managing any environmental liabilities while we do so. This also includes supporting the development of renewable energy. We are landlord for a number of low-carbon energy schemes and several leading low-carbon firms are occupiers on our sites such as ITM, Xeros and the UK Atomic Energy Authority. Our sustainability credentials also extend to how we develop ‘natural’ assets into our developments, and enhance biodiversity including surface water attenuation schemes being installed across all of our major developments. Read more on pages 58 to 63 People Statements Financial We aim to build a business where people can flourish and placemake responsibly across our developments to create places and spaces that promote health and wellbeing – ultimately improving people’s lives Our responsible approach