Costain Group PLC Costain Group PLC Annual Report & Accounts 2020 Annual Report & Accounts 2020 Contents Overview Highlights 01 Company Overview 02 Why Invest in Costain? 04 Costain is a Market Overview 06 Our Business Model 12 Strategic Report smart infrastructure Chair’s Statement 14 Chief Executive Officer’s Statement 16 Responding to COVID-19 20 Strategy Implementation 22 solutions company Our Stakeholders 24 S172 Statement 26 Responsible Business 28 Non-financial Information Statement 31 Our purpose is to improve people’s lives. Operational Review 32 We deliver integrated leading edge smart Chief Financial Officer’s Review 36 Principal Risks and Uncertainties 40 infrastructure solutions to meet national Long-term Viability and Going Concern Statement 44 needs across the UK’s transportation, Governance water, energy and defence markets. Governance at a Glance 46 Board of Directors 47 Group Executive Board 50 Governance Report 52 Chair’s Introduction 52 Case Study on Board Engagement 54 Our Governance Structure 58 Board Leadership 60 Our services Our Purpose, Values and Culture 62 Key Activities 64 Audit Committee Report 74 Future shaping strategic consultancy Nomination Committee Report 79 We work with our clients in their business and investment planning to Directors’ Remuneration Report 82 develop new solutions to meet changing needs, leveraging our deep Remuneration at a Glance 82 client insight, leading edge expertise and broad range of capabilities. Annual Statement by Chair of the Remuneration Committee 83 Remuneration Policy 86 Consultancy and advisory Annual Report on Remuneration 90 We improve our clients’ business performance by providing value Directors’ Report 106 adding consultancy and advisory services, leveraging our deep client Directors’ Responsibility Statement 111 insight, leading edge expertise and broad range of capabilities. Independent Auditor’s Report 112 Accounts Digital technology solutions Consolidated Income Statement 120 We transform business performance and infrastructure intelligence Consolidated Statement of Comprehensive through the development and integration of leading edge digital Income and Expense 121 technology solutions built on our deep client insight. Consolidated Statement of Financial Position 122 Company Statement of Financial Position 123 Consolidated Statement of Changes in Equity 124 Asset optimisation Company Statement of Changes in Equity 125 We combine our deep client insight and leading edge expertise Consolidated Cash Flow Statement 126 to increase capacity, improve resilience, minimise downtime and Company Cash Flow Statement 127 reduce our clients’ operating costs. Notes to the Financial Statements 128 Complex programme delivery Other Information Five-Year Financial Summary 181 Our complex programme delivery is safer, faster, better, Financial Calendar and Other smarter and costs less as a result of our pioneering working Shareholder Information 182 practices and collaborative behaviours. Contact Us 185 See more online at www.costain.com/investors/ Overview | Highlights Highlights • Operating effectively and profitably • Continued momentum in securing new • In responding to COVID-19 all contracts continue work in line with strategic focus to operate effectively with clear safety measures • £2.3bn of new contract awards and extensions, and remote working in place. including £1.1bn of new contract awards and • Adjusted operating profit of £18.0m (2019: extensions and £1.2bn of preferred bidder £37.9m), despite financial impact of COVID-19, positions at year-end. in line with revised expectations. • £4.2bn order book. • Statutory reported loss before tax of £96.1m • Strong year-end cash (2019: £6.6m) includes significant charges in • Net cash of £102.9m (2019: £64.9m). relation to the Peterborough & Huntingdon (P&H) and A465 contracts. • Confident outlook for 2021 and beyond • Significant operational improvements made • Substantial and growing infrastructure market, positioned on significant long-term underwritten • New leadership team, de-layered organisational investment programmes. structure and improved contract selection and risk management processes. • Confident in delivering growth in profits and margins in 2021. Adjusted1 Group revenue Adjusted2 profit before tax Net cash balance3 £1,070.5 m £13.9m £102.9m 2020 £1070.5m 2020 £13.9m 2020 £102.9m 2019 £1,175.6m 2019 £34.6m 2019 £64.9m Reported Group Revenue Adjusted2 basic earnings/(loss) Adjusted2 01 per share operating profit £978.4m 5.8p £18.0m 2020 £978.4m 2020 5.8p 2020 £18.0m 2019 £1,155.6m 2019 25.1p 2019 £37.9m Last year was a challenging year but we are proud of how well everyone at Costain responded and the resilience shown across our business enabling us to continue to operate effectively with strict COVID-19 safety measures in place. We are pleased to report an adjusted operating profit of £18.0m, despite the financial impact from COVID-19. The significant charges reported at the half-year relating to two contracts are clearly disappointing and importantly we have taken robust steps to prevent such issues from reoccurring. Last year, we continued to be successful in winning new contracts and preferred bidder positions worth over £2.3bn with an increasing proportion of this work incorporating our broader service offering in line with our strategy. The UK Government has provided a clear strategic framework for UK infrastructure investment underpinned by long-term underwritten investment programmes to support the UK Government’s drive to level up economic growth and to meet decarbonisation commitments. We are confident that Costain is in a good position to capitalise on the opportunities in front of us and to grow our profits in 2021. 1 Before revenue impact of significant contract provision adjustments of £92.1m (2019: £20.0m) (see financial statements note 3 on page 139). 2 Before net other items of £10.3m (2019: £21.1m) and significant contract provision adjustments of £99.7m (2019: £20.0m) (see financial statements note 3 on page 139). 3 Net cash balance is cash and cash equivalents less interest-bearing loans and borrowings (before arrangement fees of £1.2m). Company Overview We improve people’s lives by delivering responsible smart infrastructure solutions What we do Why we do it We offer our clients leading edge solutions through Costain’s purpose is to improve people’s lives by five core services which cover the whole lifecycle of helping to: connect and keep the nation moving, their assets: future-shaping strategic consultancy; keep water clean and flowing, power communities consultancy and advisory; digital technology sustainably and keep people safe. solutions; asset optimisation and complex programme delivery. Con sul ng tan pi ncy cy a ta a sh ul n e ns d r co a tu d u ic v F g is te o a r r y How we do it t s We deliver integrated leading edge smart s n infrastructure solutions to o i Costain Group PLC Improving t u l meet national needs across Annual Report & Accounts 2020 02 people’s lives o s the UK’s transportation, y g o water, energy and defence l o n h markets. c e t l a it See pages 12 and 13 for ig D our business model A n sset optimisatio Our markets Transportation Water Energy Defence We connect and keep We keep water clean We power communities We keep the the nation moving and flowing sustainably nation safe See more on page 08 See more on page 09 See more on page 10 See more on page 11 See pages 06 to 11 for more information on our markets Overview | Company Overview Our Leading Edge strategy Our Leading Edge strategy closely aligns our services to meet the changing needs of our blue-chip clients whose major spending plans are underpinned by strategic national needs, regulatory commitments, legislation or essential performance requirements. Our strategic priorities Our strategic priorities drive continued progress and differentiation and are linked directly to our Executive Board-sponsored implementation plan. Assuring and enhancing Developing our skills our performance and capabilities 03 Delivering innovative Leading as a solutions responsible business See pages 22 and 23 for more information on our strategy implementation Delivered through our people Our outstanding team, strong culture and embedded values underpin everything we do. Our people are essential to the success of our business and we are proud to have such a highly skilled, inclusive and experienced team. The COVID-19 pandemic has fundamentally changed the way that we work. As we have adapted to the pressures of working during lockdown, the wellbeing of our teams has been at the forefront of our decision-making. Read more about our response to COVID-19 on pages 20 and 21 and about our purpose, values and culture on pages 62 and 63. Why Invest in Costain? Positioned for future growth The long-term, strategic nature of our client relationships and our positioning on key infrastructure spend programmes across our core markets provides us with a strong platform to accelerate the deployment of our higher margin services alongside our complex programme delivery. Strategically aligned Long-term strategic Our people to meeting market relationships, client • Focused, experienced priorities insight and domain management team driving Leading Edge strategy • Focused on markets with knowledge implementation. increasing committed spend • Developed by working • B roadening mix of skills and driven by the levelling-up alongside clients as trusted diversity across our workforce, agenda, decarbonisation and advisors, understanding with over 400 chartered provision of essential services. their challenges and desired professionals. • Long-term investment outcomes to co-create the best • A ttracting and developing plans driving sustainable solutions and deliver leading industry-leading talent, bringing market growth as a result of edge services. a fresh perspective to our Costain Group PLC technological, demographic • Leveraging 155 years working as clients’ challenges. Annual Report & Accounts 2020 and environmental change. 04 trusted delivery partners across • S upporting 15 PhDs who • Well positioned on long-term transportation, water, energy collaborate with our projects to infrastructure programmes and defence.