annington annual rep 2019-web - Page 40



Directors’ report
Directors’ report
DETAILS OF THE BOARD AND
COMMITTEE COMPOSITION, REMIT AND
FREQUENCY OF MEETING (CONTINUED)
A summary of board composition and its
diversity as at 31 March 2019 is depicted
in the tables below:
Board composition
Independent Non-Executive Chairman
and Director
1
Independent Non-Executive Directors
2
Non-Executive Directors
3
Executive Directors
3
Total number of Directors
9
Non-Executive Director tenure
(including the Chairman and excluding
Executive Directors)
Under 3 years
3
3 – 6 years
1
Over 6 years
2
Gender diversity (including the
Chairman)
Female
1
Male
8
Total
9
REMUNERATION REPORT
The Nomination and Remuneration
Committee meets as required but at
least annually to review all salary, bonus,
any Long Term Incentive Plans (“LTIP”s)
and other benefits available to directors
and staff, to ensure remuneration
packages continue to be competitive
in order to attract, retain and motivate
experienced individuals and to drive
the Group forward in achieving its
objectives. During the year, a salary
review exercise was carried out in order
to ensure remuneration levels remain
competitive.
All staff are employed by the Group
through Annington Management
Limited as lead employer. It has always
been the Group’s policy to maintain
a small core team to manage the
activities of the Group and to outsource
certain operational activities to other
organisations. This has allowed
Annington to access professional
services as required, enabling the
Group to more efficiently manage
the fluctuating activity levels in the
portfolio across England and Wales.
Where employee turnover has occurred,
the Group has adapted its structure
to meet current and expected future
requirements.
The Group operates an annual staff
appraisal process, requiring managers
and their staff to discuss the year
completed, to address any issues arising
and to provide staff development where
appropriate. These meetings are also
used to set objectives for the coming
year. The appraisal form is reviewed by
the relevant director and each individual
is ‘scored’ across a series of headings.
The appraisal process has been
developed during the year to ensure
alignment with the requirements of the
annual bonus and long-term incentive
processes. As in previous years, all staff
appraisals are subject to review by the
Remuneration Committee.
Details of the directors’ remuneration
are included in Note 6.
GUIDELINES FOR DISCLOSURE AND
TRANSPARENCY IN PRIVATE EQUITY
The Group is defined as a portfolio
company for the purposes of the
“Guidelines for Disclosure and
Transparency in Private Equity” issued
by the Guidelines Monitoring Group.
This Annual Report and Financial
Statements, comprising the Strategic
Report, the Directors’ Report, the
Financial Statements and the Notes
to the Financial Statements has been
prepared in accordance with Part V of
that document “Guidelines for Enhanced
Disclosure by Portfolio Companies and
Private Equity Firms”.
40 | Annington Limited Annual Report & Accounts 2019
OWNERSHIP STRUCTURE AND
ECONOMIC BENEFIT
CHARITABLE AND POLITICAL
DONATIONS
Annington Holdings (Guernsey) Limited,
a company registered in Guernsey, is the
immediate parent of Annington Limited.
Annington Holdings (Guernsey) Limited
is a subsidiary of the Terra Firma Special
Opportunities Fund I (“TFSOFI”), with
a further ownership interest held by the
Terra Firma Special Opportunities Fund
II (“TFSOFII”). TFSOFI and TFSOFII
are managed by General Partners that
are ultimately owned by Terra Firma
Holdings Limited (Guernsey), a company
registered in Guernsey, which the
Directors regard as the ultimate parent
entity. The ultimate controlling party is
Guy Hands.
During the year the Group made
charitable donations of £535,517 (2018:
£197,650), principally to local charities
serving the communities in which the
Group operates. The Group made no
political donations during the year
(2018: £nil).
TFSOFI was established as a single
asset fund with the purpose of acquiring
Annington from Nomura. Terra Firma
had previously managed Nomura’s
investment in Annington. Having raised
funds from investors around the world,
both institutional and private, TFSOFI
closed in December 2012. In 2017, to
further support Annington’s growth
strategy, Terra Firma raised TFSOFII, as
a parallel investor in Annington. Terra
Firma appoints two directors to the
Board of Annington Limited.
GOING CONCERN
After making enquiries, the directors
have a reasonable expectation that the
Company and the Group have adequate
resources to continue in operational
existence for the foreseeable future.
Accordingly, they continue to adopt the
going concern basis in preparing the
annual report and financial statements.
Further details regarding the adoption
of the going concern basis can be found
within the Post Balance Sheet Events
and Going Concern section of the
Strategic Report.
Further information on the charitable
activities of the Group is provided in the
Strategic Report.
FINANCIAL INSTRUMENTS AND RISK
MANAGEMENT POLICIES
Financial instruments and risk
management policies are addressed
in Note 20.
DIVIDENDS
No dividends have been paid or
proposed during the year (2018: £nil).
The directors have considered the
£157.3 million of free cash flow of the
business over the last two years. The
Group has invested from this into the
expansion of the Group’s PRS portfolio.
However, with further investment in
PRS being on hold at the current time,
the Group is holding a cash balance
of £162.8 million as at 31 March 2019.
The directors are considering an
interim dividend for the 2020 financial
year, were sufficient funds to be made
available from the Company’s immediate
subsidiary, Annington Homes Limited,
subject to reviewing the position of the
Group and Company.
Deloitte LLP have expressed their
willingness to continue in office as
auditor and arrangements have been
put in place for them to be re-appointed
as auditor in the absence of an Annual
General Meeting.
Approved by the Board of Directors and
signed on behalf of the Board.
A P Chadd
Director
16 August 2019
REGISTERED OFFICE
1 James Street
London,
United Kingdom
W1U 1DR
POST BALANCE SHEET EVENTS
STRATEGIC REPORT
The areas of potential risks and
uncertainty which face the business,
details of its financing and its future
outlook are addressed in the Strategic
Report. An indication of likely future
developments in the business and
development activities are included in
the Strategic Report.
EMPLOYMENT OF DISABLED PERSONS
Applications for employment by
disabled persons are always fully
considered, bearing in mind the
aptitudes of the applicant concerned. In
the event of members of staff becoming
disabled every effort is made to ensure
that their employment with the Group
continues and that appropriate training
is arranged. It is the policy of the Group
that the training, career development
and promotion of disabled persons
should, as far as possible, be identical to
that of other employees.
Post balance sheet events are referred to
in the Strategic Report and Note 32 to
the consolidated financial statements.
AUDITOR
Each of the persons who is a director at
the date of approval of this annual report
confirms that:
so far as the director is aware, there is
no relevant audit information of which
the Company’s auditor is unaware;
and
the director has taken all the steps
that he/she ought to have taken as a
director to make himself/herself aware
of any relevant audit information
and to establish that the Company’s
auditor is aware of that information.
This confirmation is given and should
be interpreted in accordance with the
provisions of s418 of the Companies Act
2006.
Annington Limited Annual Report & Accounts 2019 | 41

Paperturn



Powered by


Full screen Click to read
Paperturn flip book system
Search
Overview
Download as PDF
Print
Shopping cart
Full screen
Exit full screen