VISTRY GROUP PLC
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ANNUAL REPORT AND ACCOUNTS 2024
ANNUAL REPORT AND
ACCOUNTS 2024
VISTRY GROUP PLC
Vistry Group PLC
2024 HIGHLIGHTS
Adjusted measures
In addition to the IFRS (reported) measures disclosed throughout the Annual Report and Accounts, the Group uses certain
non-IFRS alternative performance (adjusted) measures to assess the operational performance of the Group. Definitions of
the adjusted measures and the reconciliations to the reported measures are detailed on pages 34 to 37.
Prior year restatement
The 2023 comparative figures have been restated to correct the error that arose as a result of the cost forecasting issues in
the South Division.
Further details are included on pages 174 to 175.
Adjusted revenue
£4,329.2m
(2023: £4,042.1m)
Adjusted
operating profit
£358.2m
(2023 restated: £476.1m)
Adjusted profit
before tax
£263.5m
(2023 restated: £407.3m)
Adjusted basic
earnings per share
55.9p
(2023 restated: 85.8p)
Revenue
£3,779.3m
(2023: £3,564.2m)
Operating
profit
£167.0m
(2023 restated: £300.0m)
Profit
before tax
£104.9m
(2023 restated: £293.0m)
Basic earnings
per share
22.0p
(2023 restated: 62.1p)
Completions
17,225
(2023: 16,118)
Owned and
controlled plots
74,020
(2023: 76,434)
HBF customer
satisfaction score
5-star
(2023: 5-star)
Return on capital
employed (ROCE)
14.6%
(2023 restated: 20.9%)
REPORTING
We hope you enjoy reading this Annual Report
and Accounts. To make it easier for you to use and
to find more information, please look out for the
following references for further reading.
Sherford is a flagship development for Vistry which
will deliver 5,500 new homes across six phases as
part of a new town on the edge of Plymouth. Vistry
is a member of the Sherford Consortium, working
in partnership with Clarion Housing, Live West and
Plymouth Community Homes.
Annual Report and Accounts 2024
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CONTENTS
2024 HIGHLIGHTS
STRATEGIC REPORT
Our Group at a glance 2
Chair’s statement (inc. Section 172(1) Statement) 4
Chief Executive’s review
6
Market environment 14
Business model and strategy 18
Key performance indicators 21
Financial review
24
Providing clarity to the users of the Annual Report
and Accounts
34
Sustainability report 38
Task Force on Climate-Related Financial Disclosures (TCFD) 59
Non-financial and sustainability information statement 66
Risk management 68
Our principal risks 70
Viability and going concern statements 76
GOVERNANCE REPORT
Chair's governance letter to shareholders 80
Governance at a glance 82
Corporate governance statement 83
Board of Directors 84
Board leadership and Company purpose 86
Our stakeholders and engagement 98
Division of responsibilities 102
Composition, succession and evaluation 103
Nomination Committee report 108
Audit Committee report 112
Remuneration Committee report 122
Directors' remuneration report 126
Remuneration policy 143
Directors' report 150
Directors' responsibilities statement 154
FINANCIAL STATEMENTS
Independent auditors' report 156
Group statement of profit or loss and other
comprehensive income
168
Group and Company statement of financial position 169
Group statement of changes in equity 170
Company statement of changes in equity 171
Group and Company statement of cash flows 172
Notes to the financial statements 173
OTHER INFORMATION
Five-year record 223
Shareholder information 224
Glossary 225
Inside
cover
The above image and the cover image are of Sherford, Plymouth
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Page number reference
See pages 18 to 21
Website page:
vistrygroup.co.uk/strategy.
REFERENCE ICONS
For further information about our strategy:
See pages 18 to 21.
For further information about our strategy:
vistrygroup.co.uk/strategy.
OUR GROUP AT A GLANCE
Our mixed tenure Partnerships model delivers high quality affordable, private rented and
private for sale new homes, uniquely aligning Vistry with the country’s acute housing needs.
On our developments we pre-sell a minimum of 50% of our new homes to our partners
including registered providers, local authorities and private rented sector providers.
Through our leading consumer brands, Bovis Homes, Linden Homes and Countryside Homes,
we sell quality new homes to private buyers.
We invest in an owned, controlled and strategic landbank of high quality development
opportunities that support the Group’s future housing delivery.
We pride ourselves on building excellence, on driving forward future homes standards, and
delivering the highest level of customer satisfaction.
Vistry Works, our three timber frame factories, are at the core of our operational and
sustainability strategy.
Our Partnerships approach means we can build new homes faster, drive efficiency, and
deliver a higher return on capital employed.
A LEADING HOMEBUILDER, DEVELOPING IN PARTNERSHIP
At Vistry, our purpose as a responsible developer is to work in Partnership
to deliver sustainable homes, communities and social value, leaving a
lasting legacy of places people love.
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Vistry Group PLC
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
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Doing the right thing is at the core of Vistry’s
ethos as we endeavour to do the right thing for
our partners, our customers, our people and our
shareholders across all aspects of our operations.
We live our shared values of Integrity, Caring
and Quality, instilling them into all aspects
of our day to day activities.
OUR ETHOS AND VALUES
17k+ homes
delivered
in 2024
Delivering
1 in every 6
new affordable
homes
c. 4,600
direct
employees
350+ active
developments
5-star HBF
Customer
Satisfaction
rating for sixth
consecutive year
3 timber frame
manufacturing
factories
26 regional
business units
Working with
140+ partners
3 leading
consumer
brands
74K+
owned and
controlled
land plots
9 Skills
Academies
We are focused on a returns-based model, and are targeting
a 40% return on capital employed and a 12%+ adjusted
operating margin in the medium term.
Our highly valued partners are critical to the work we do, and
on behalf of the Board, I would like to thank them for their
support during 2024. We look forward to continuing to build on
these relationships and develop new ones during 2025.
RESPONSIBLE DEVELOPER
Vistry is a responsible developer with a strong social purpose.
Working in partnership, the Group is committed to delivering
sustainable new homes and communities where people love
to live.
The health and safety of our people is paramount and I am
pleased to report that we have seen further improvements
across our Safety, Health and Environmental performance levels
in the year. Our Accident Incident Rate (AIR) sat well below the
industry benchmark at the end of 2024 at 210, compared to the
HSE industry average of 341.
In 2024, the Group generated £118m of local and social
economic value, and as a leading provider of affordable
homes, delivered one in six of the country’s affordable homes.
We completed more than 700 zero carbon ready (regulated
energy) homes and have a clear plan to reduce our future
carbon emissions across the Group.
Training and people development remain a key priority and
in 2024, we opened four new Vistry Skills Academies and
delivered 1,907 training weeks.
Biodiversity and minimising the negative impact of our
operations on the local ecosystems are very important to us.
We are continually introducing new initiatives, and as an
example, every Vistry development must now have a bird-
nesting brick or box installed for every new home built, as
well as hedgehog highways as standard.
GOVERNANCE
I have held the combined role of Executive Chair and CEO
since the 2024 Annual General Meeting held in May. The Board
acknowledges the requirement of the Corporate Governance
Code to keep these roles separate, and the decision to
combine these roles was taken after much consideration
and is believed to be in the best interests of the Group at
this time.
In May 2024, Rob Woodward was appointed as a Non-Executive
Director and Senior Independent Director of the Group.
Rob has taken on enhanced responsibilities in this role, which
the Chair would ordinarily carry out.
An independent Board Performance Review was conducted
between July and October 2024.
Further details on this and other Board changes during
the year are included in the Chair’s governance letter to
shareholders on pages 80 to 81.
CHAIR'S STATEMENT
DEAR SHAREHOLDER,
2024 was a challenging year for Vistry Group. Cost forecasting
issues arising in our South Division and a greater level of
market uncertainty led to the Group’s full year profits being
significantly below our expectations at the start of the year.
The Group responded quickly to these challenges and
implemented changes to the divisional structure at the
year end. Importantly, the three Divisional Executive Chairs
appointed, all have strong Partnerships backgrounds.
There have also been changes at the Executive Leadership
level with the removal of the Chief Operating Officer role,
resulting in reduced reporting lines and allowing me to have
greater proximity to the business. As a result, Earl Sibley
left the Group at the end of the year. We thank Earl for his
significant contribution and commitment to Vistry over the
past seven years.
Following both an independent review and an in-depth
internal review process of the issues arising in the South
Division, we have implemented new requirements around
processes and controls across the Group.
Further details of these reviews are on pages 113 to 114.
BUILDING IN PARTNERSHIP
The Group remains confident in its Partnerships strategy
and continues to see a huge opportunity for the
development of mixed tenure housing across the UK.
The Group is targeting average revenue growth of 5% to 8% p.a.
in the medium return and has the capacity within its existing
infrastructure to deliver more than 20,000 units each year.
GREG FITZGERALD
Executive Chair and CEO
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Vistry Group PLC
CAPITAL ALLOCATION
The Board has reviewed its capital allocation policy and
maintaining a strong balance sheet remains the top priority.
With indebtedness higher than expected in 2024, the Group’s
priority in FY25 is cash generation and the reduction of
net borrowings. The Group will continue to invest in new land
and development opportunities during 2025 to replenish its
Partnerships landbank in line with its growth forecasts.
The Group will complete the £55m ordinary distribution
in respect of the H1 24 adjusted earnings and the £75m
special distribution, both announced in September 2024,
via share buyback. Given the poor financial performance in
2024 and the prioritising of balance sheet strength, the Group
is not proposing any final ordinary distribution in respect
of the 2024 adjusted earnings. Future ordinary distributions
will be considered by the Board, and communicated to
shareholders, in due course
Further details on capital allocation are on page 12.
SECTION 172(1) STATEMENT
The Board of Directors, both collectively and individually,
confirm that during the year under review, it has acted to
promote the long-term success of the Company for the
benefit of its members as a whole and other stakeholders.
The Board understands all of its duties under the Articles of
Association and those codified in law namely section 171 to
177 Companies Act 2006 and, in particular, has due regard to
the matters set out in section 172(1)(a) to (f) of the Companies
Act 2006 (Section 172(1)). This Section 172(1) statement
should be read in conjunction with pages 98 to 101 of the
Governance report.
LOOKING FORWARD
As a Board, we are committed to Vistry consolidating its
position as one of the country’s leading homebuilders.
The Group’s strong capability and track record of delivering
mixed tenure developments uniquely places us to work
alongside the Government and our partners to help address
the country's acute housing need. We are focused on ensuring
the Group operates effectively and efficiently and delivers
attractive returns to its shareholders.
GREG FITZGERALD
Executive Chair and CEO
25 March 2025
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WILTON GATE SKILLS ACADEMY
The Skills Academy in Salisbury opened in November
2024 and is affiliated with the Wilton Gate site in
our Bristol region and operates in partnership with
Building Heroes.
The academy delivers a comprehensive five-week
training programme designed to equip learners with
essential construction skills. The curriculum includes
a Level 1 City & Guilds in Construction, a Level 1
Award in Health & Safety, and the CSCS Green Card.
The academy can train up to 75 learners each year,
and, as our third Building Heroes academy, highlights
our ongoing commitment to supporting armed forces
personnel in transitioning into successful careers
within the construction industry.
ZERO CARBON READY HOMES
Gwel Bassett, Tolgus, Cornwall consists of 185 zero-
carbon ready (regulated energy) homes built to
support Cornwall Council affordable homes provision.
They all have an EPC A rating and are built using
timber frame and feature air source heat pumps
with underfloor heating, central mechanical extract
ventilation and solar PV panels. The development
also includes well designed green public spaces, new
planting, and cycleways to connect with neighbouring
communities in a sustainable way.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
2024 OVERVIEW
Vistry’s financial performance in 2024 was significantly
below our expectations at the start of the year, with the
Group reporting adjusted profit before tax of £263.5m
(2023 restated: £407.3m). The Group’s profitability in the year
was significantly reduced by cost forecasting issues in its
South Division, with the impact on 2024 adjusted profit before
tax totalling £91.5m. The performance was also impacted by
some delays to concluding agreements with our Partners and
other commercial transactions at the end of the year.
There has been an extensive review process across the Group
to fully understand the cost forecasting issues, with a clear
set of immediate priorities and actions for the business.
Organisational and leadership changes have also been
implemented to best position the Group going forward.
I want to thank all our employees and partners for their
hard work and commitment during what has been a
challenging period.
In the year, the Group delivered a 7% increase in total units
to 17,225 (2023: 16,118), confirming Vistry’s position as the
country’s largest homebuilder by volume, and adjusted
revenues increased by 7% to £4.3bn (2023: £4.0bn). The mix
of total units was 73% Partner Funded and 27% Open Market,
and the Group’s sales rate averaged 1.07 (2023: 0.96) sales per
site per week, up 11% on 2023.
As a responsible developer, we work in partnership to deliver
sustainable homes, communities and social value, leaving
a lasting legacy of places people love. We are supportive of
the Government’s ambitions to address the country’s acute
housing crisis, and the Group’s Partnerships model and mixed
tenure delivery, positions us well to help deliver a significant
step up in much needed new homes across the country, in
particular affordable homes.
The Government’s recent announcement of a £2 billion
injection of new affordable homes grant funding is very
positive, and alongside the £800m of top-up funding
previously announced, will drive investment momentum
across the affordable housing sector ahead of the launch of
the 2026 Affordable Homes Programme. As a strategic partner
to Homes England, Vistry will apply for an allocation of this
top-up affordable housing grant.
The Government has made good progress in addressing
the supply side initiatives to support a significant step up
in the delivery of new homes across the country, including
the restoration of mandatory housing targets, and changes
to the planning and infrastructure regulatory framework.
We are pleased to see the Government address the issue of
skills shortages within the construction industry through the
establishment of the Construction Skills Mission Board and
allocation of a £600m funding package, targeted to provide
training for 60,000 construction workers by 2029.
PARTNER FUNDED DEMAND
We saw a reasonable level of demand from our partners in
2024, signing more than 220 new agreements with over
70 partners including registered providers (RPs), local
authorities (LAs) and private rented sector (PRS) providers.
Partner Funded units increased by 18% in 2024 to 12,633
(2023: 10,722), demonstrating the resilience of the Partner
Funded market. Our Partner Funded ASP increased to
£236k (2023: £222k), reflecting changes in mix.
We saw a step up in demand from PRS providers in the year
with PRS sales representing 21% of total unit sales, up from
13% in 2023. S106 affordable housing represented 27% of total
units in 2024 (2023: 28%) and additional affordable was 25%
(2023: 26%) of total units.
The need to invest in the maintenance and remediation of
existing housing stock continued to impact the demand for
new housing from some traditional RPs, particularly in London
in the year, and we worked closely with our partners to ensure
Vistry remains their partner of choice for their new housing
investment. For profit registered providers are less impacted
by these issues and continued to be a growth subsector of
this market.
Demand from affordable housing partners slowed somewhat
in Q3 2024 ahead of the outcome of the Autumn Budget at
the end of October. Whilst the additional £500m affordable
housing grant announced with this budget, and the further
£300m announced in February 2025 were positively received,
ongoing uncertainty around the timing and quantum of future
Government funding for affordable housing, led to subdued
levels of partner demand in Q4 2024 and Q1 2025.
OPEN MARKET DEMAND
Open Market sales decreased by 15% to 4,592 (2023: 5,396)
units in 2024, with our Open Market sales performance in the
year below our expectations at the start of 2024.
CHIEF EXECUTIVE'S REVIEW
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Vistry Group PLC
The expected interest rate cuts during 2024 did not
materialise, and the open market remained constrained
reflecting ongoing mortgage affordability challenges,
particularly for first time buyers. The Group’s Open Market
average sales price remained firm at £385k (2023: £390k),
with our Open Market sales programme supported with
incentives of up to c. 5% of the Open Market sales price.
FORECAST COST ISSUES WITHIN THE
GROUP’S SOUTH DIVISION
On 8 October 2024, the Group reported it had become
aware of the underestimation of the total full-life cost
projections to complete several of its developments in its
South Division. The South Division was one of the Group’s six
divisions and consisted of four regional business units.
The issues were predominantly on developments which
formed part of the Group’s former Housebuilding business
and where there was also a high concentration of former
Housebuilding management.
Group management acted promptly and an extensive
programme of independent and internal reviews was
initiated to verify the nature and scope of the issues,
confirm the impact, and determine any resultant
actions required. Changes to the Division’s management
team were also implemented.
The independent review was carried out over four weeks by
the forensics team of a large accounting firm and reported
to the Chair of the Audit Committee. The scope of the review
was primarily focused on the cost reporting process, culture
and management in the South Division. It also included a
wider review across the Group to ascertain if similar issues
existed in other parts of the business.
In addition to the work undertaken by the independent
reviews, additional internal investigations and review
processes were conducted which included deep-dive
reviews of all four regions in the South Division, mandated
detailed Cost Value Reconciliations (CVRs), and balance
sheet reviews for all other regions.
The reviews concluded that the significant issues were
found to be confined to the South Division and were
attributed to insufficient management capability, non-
compliant commercial forecasting processes and poor
divisional culture. The management team of the South
Division and the four regional businesses were all from the
Group’s former Housebuilding business and the independent
review highlighted pressure being felt from organisational
change as a fundamental driver underlying the issues in the
South Division. The independent review found little evidence
of similar issues to those identified in the South Division in
other divisions.
A total of 18 sites in the South Division required adjustments
to their full-life costs of more than £1m, with five large,
multi-phase sites accounting for 60% of the full-life
costs movements. The understated costs in the CVRs
were found to be from a wide range of cost types and
symptomatic of general control issues, rather than any one
particular cost type. The issues in the South Division resulted
in a total of £165m of costs adjustments including a £91.5m
impact to adjusted profit before tax in 2024 and a £53m
impact in future years.
EXECUTIVE LEADERSHIP TEAM (ELT)
The Group operates through its Board of Directors with
day-to-day management and operation delegated to the
Chief Executive Officer (CEO) and the ELT. The CEO leads,
and is a member of, the ELT.
ELT biographies are available at www.vistrygroup.co.uk/
about-us/leadership/executive-leadership-team.
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1. GREG FITZGERALD
Executive Chair & Chief
Executive Officer
3. CLARE BATES
Chief People Officer &
General Counsel
5. STEPHEN TEAGLE
CEO Partnerships &
Regeneration
7. JAMES WARRINGTON
Executive Chair- North,
South Midlands & East
2. TIM LAWLOR
Chief Financial Officer
4. MICHAEL STIRROP
Chief Commercial Officer
6. MIKE WOOLLISCROFT
Chief Strategy Officer
8. ADAM DANIELS
Executive Chair- Yorkshire,
North Midlands & West
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
In addition, there were a number of small value adjustments
from the detailed CVR and other reviews carried out across
the other 22 regions, which in aggregate resulted in a
reduction to the Group’s adjusted profit before tax in
2024 of £8m.
The management team and Board considered the findings
of all the review work performed and outlined actions to
address the issues and enhance the control environment
across the Group. Below is an update on each.
Leadership and structure – With a focus on reducing the
length of reporting lines and ensuring closer proximity of the
CEO to the business, the Chief Operating Officer role was
removed from the organisational structure. In addition, the
Group’s divisional structure has been consolidated from six
divisions into three divisions, each with an Executive Chair
with extensive Partnerships experience reporting to the CEO.
The four regional businesses in the former South Division
have been separated across two of the three new divisions,
with two regional businesses in each. Our priority is to
establish strength and breadth of management excellence in
each, and we are making progress.
Commercial assurance – Vistry has carried out a root and
branch review of its commercial procedures and controls to
ensure opportunities for further cost reporting inaccuracies
does not exist. Some changes were implemented and
became effective from January. Assurance is provided by
regional, divisional and Group participation in monthly cost
and value reviews for all live projects.
The Executive Leadership Team (“ELT”) met with each
regional board during January 2025 and set out expectations
for standardisation and adherence to policy and procedure.
The implementation of the changes to the Life of Site
processes are being closely monitored, and internal audit will
be reviewing compliance across the business during the year.
Training and support – Training of Vistry colleagues that
contribute to the commercial management of projects has
taken place and support is provided on a monthly basis
through additional expertise attending each site cost and
value review.
Culture and whistle-blowing – A new Vistry Culture Book
was launched in the second half of the year, which
presented and promoted behaviours to help all employees
act in line with our purpose, ethos and values. Internal
communications have been issued which reemphasised
the importance of our ethos of ‘Do the Right Thing’ along
with our ‘Speak Up’ service, enabling our people to report
on any concerns confidentially. The ELT has worked with
our leadership teams across the business to ensure we are
creating psychologically safe working environments
where employees can raise concerns that are dealt
with constructively. More in depth culture and behaviour
sessions are being rolled out across the business.
BUILD AND VISTRY WORKS
The Group operated from an average of 367 (2023: c. 350)
build outlets during 2024 which included 203 (2023: 223)
active sales outlets. Build outlets includes sites which are
not currently selling to the Open Market either because
Open Market sales are yet to commence or have already
been completed, and sites which are 100% Partner Funded
and therefore have no Open Market sales.
Overall, the Group saw good availability of build materials
during 2024. The Group secures c.90% of its materials
centrally through its highly experienced group commercial
team, with supply contracts typically for 12 to 24 months.
The Group managed to mitigate underlying build cost
inflation in 2024 through its benefits of scale, visibility of
revenues and efficiency gains, resulting in neutral build cost
inflation for the Group in the year. We are starting to see
some build cost pressure and whilst we will continue to
mitigate this where possible, the Group is expecting low
single digit build cost inflation in 2025.
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Vistry Group PLC
Strawberry Grange, Bridgwater
CHIEF EXECUTIVE'S REVIEW
continued
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Timber frame construction is at the core of Vistry’s
operational and sustainability strategy. Compared to
traditional brick and block construction, timber frame
enables a faster build time of approximately six weeks
and is shown to reduce embodied carbon by c. 30% over
a 60-year timeframe. The increased use of timber frame
will also reduce the Group’s dependency on labour over
the medium term.
The Group’s operations manufactured 2,900 timber frame
units in 2024 (2023: 2,500) and floor joists for 2,650 units.
The manufacture of roof trusses was added to the
production line towards the end of the year. The Group
expects to increase this output in 2025 to 4,000 to 5,000
timber frame units, floor joists for c. 5,000 units and roof
trusses for c. 6,000 units.
We are increasing annual capacity from our existing three
facilities to between 10,000 to 12,000 timber frame units,
roof trusses for 10,000 units and floor joists for 6,000 units
in 2026 and beyond.
With the new Vistry placemaking and plotting guidance in
place to ensure the places we create remain characterful,
attractive places people love, the Group has been working
hard on standardising product and the new Vistry Collection
of 60 standard house types. This product standardisation
will drive manufacturing efficiencies.
SECURING HIGH QUALITY
PARTNERSHIP OPPORTUNITIES
During 2024, the Group secured a strong pipeline of
attractive new land and development opportunities totalling
16,508 (2023: 15,288) mixed tenure units across 62 sites.
The Group is well positioned to secure land through both
public procurement and the purchase of private land.
In the year, 35% of the land plots secured were from public
land sources and 61% from the private market.
Strategic land is an important source of development
opportunities and the Group’s strategic land bank totalled
76,219 plots (31 December 2023: 70,780) as at 31 December
2024. With a more favourable planning environment, the
Group expects to increase the pull through from its strategic
landbank over the medium term.
The Government has continued to reform the planning
system with updates to the National Planning Policy
Framework (NPPF) in December 2024 and corresponding
updates to the Planning Policy Guidance (PPG) at the
same time and early this year. These changes are generally
more permissive and positive towards development and
reintroduce targets, with decisions more in favour of
permitting sustainable development.
The Group is well positioned for land in 2025 with c. 95% of
the land secured for targeted 2025 completions.
HIGH QUALITY HOUSING
Delivering high quality homes and excellent customer
service is paramount and we expect the Group to be
awarded a 5-star HBF Customer Satisfaction rating for
the sixth consecutive year in 2025. The Group’s
HBF 8-week Customer Satisfaction score for 2024 was
94.5% (2023: 91.6%), with the 9-month score increasing
to 83.6% (2023: 78.3%).
Vistry employees were awarded more than 70 quality
awards during 2024, including 42 NHBC Pride in the Job
awards, 13 Premier Guarantee awards and 8 LABC awards.
The Group’s Construction Quality Review score averaged
4.5 (2023: 4.5) in 2024, with the Average Reportable Items
per inspection at 0.20 (2023: 0.21).
Monument View, Wellington
Annual Report and Accounts 2024
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OUR PEOPLE
Our people strategy is focused on attracting, retaining
and developing the best people. We were pleased to see
an increase in our Peakon employee engagement score in
November to 8.2 (November 2023: 7.6 and June 2024: 8.1),
0.5 ahead of the Peakon benchmark. Voluntary turnover has
remained low at 15.4% at the year-end (Dec 2023: 15.9%)
and our stability index (employees with over one year
service) has increased from 78.1% in December 2023 to
82.3% in December 2024.
For the third year running, we received our Top Employer
certification through the Top Employer Institute, increasing
our overall score by 3.1% to 94.6% (January 2023: 84.5% and
January 2024: 91.5%), 9.6% ahead of the TEI benchmark.
We also achieved fifth position in the top 50 Inspiring
Workplaces of UK and Ireland (Global position: 64),
with well-being and employee voice recognised as the
strongest elements.
We continue to develop our people through our leadership
development programmes and 132 employees completed
a programme during 2024. This number includes 45
females completing our externally run Women in
Leadership programme which consists of three sessions
with an external coach and access to an internal mentor.
In November 2024, we were proud to retain our
gold accreditation membership with the 5% Club.
This recognises our significant contribution to the
continued development of all our employees through
Earn & Learn schemes such as apprenticeships, graduate
schemes and sponsored student course placements.
In 2024, we welcomed 17 new RISE Trainees and 26 new
graduates to our 2024/25 cohorts. The RISE trainees will
follow a Level 4 higher apprenticeship before advancing
to a degree apprenticeship, and the graduates will follow
one of four career pathways: Construction, Commercial,
Design & Technical, and Real Estate. In addition, we have
supported over 200 learners through formal qualifications
which include existing employees enhancing their skills
though apprenticeships, professional qualifications and
other educational sponsorship.
HEALTH AND SAFETY
In July 2023, we changed how we measure Safety, Health
and Environmental (SHE) performance across our premises
and sites. The objective was to improve the behavioural
culture and drive continued improvement to reduce work-
related injuries. The metrics used to score performance
became more stringent and gave us better trend analysis.
We are proud to report that improvements continue to
manifest across our sites, and we are currently reporting
performance levels that far exceedthe Group’s targets.
Our Accident Incident Rate (AIR) demonstrates our
commitment to continually improving standards across our
sites and we do everything we can to mitigate or at least
reduce work-related injury. In line with previous years, it still
sat well below the industry benchmark at the end of 2024
at 210, compared to the HSE industry average (341).
Damage to buried utility services remains an industry
challenge and we continue to work closely with our peers
via the Home Builders Federation (HBF) to seek new
technology and initiatives to reduce the risk of injury.
Our service strike incident rate was 342 at the end of 2024
compared to 349 at the end of 2023, which showed a slight
improvement. We remain committed to working with our
people to adopt better and safer practices leading to a
future reduction.
Timber Frame - The Pavillions, Kenilworth, Nottingham
10
|
Vistry Group PLC
BUILDING SAFETY
The Group’s building safety provision recognises the Group’s
commitment to playing its part in delivering a lasting industry
solution to building safety and the Group’s obligations under
the Developer Remediation Contract signed by Vistry in
March 2023.
Over the past six months, management has re-evaluated the
appropriate level of building safety provision. As a result, the
Group has increased its building safety provision by £117.1m
in 2024, with a total provision of £324.4m as at 31 December
2024 (31 December 2023: £289.0m). We expect the net annual
cash costs of Building Safety in 2025 to be c. £65m.
This increase reflects a rise in third party claims due to the
implementation of regulatory changes, which has broadened
the types of issues that are now considered a risk to occupant
safety, as well as an increase in the historical time period
for which the developer has a responsibility. The Group has
identified an additional 41 buildings requiring remediation.
In addition, there has been an increase in the costs of
remediating buildings resulting from increased scope of
work and some cost inflation. The Group continues to seek
recoveries from third parties where possible and recovered
£27.2m in 2024.
CMA INQUIRY
On 26 February 2024, the CMA launched an investigation
into suspected breaches of competition law, relating to the
exchange of competitively sensitive information by eight
housebuilders, including Vistry. On 10 January 2025, the CMA
announced that its investigation would be extended by five
months to May 2025 to allow further investigation including
additional evidence gathering and CMA analysis and review.
The CMA has not reached a view as to whether there is
sufficient evidence of an infringement or infringements of
competition law for it to issue a statement of objections to
any party under investigation. We continue to co-operate with
the CMA in their investigation and evidence gathering process.
INDEBTEDNESS
The Group had a net debt position of £180.7m as at 31
December 2024 (31 December 2023: £88.8m). This compares
to our expectation at the start of the year of a net cash
position, the difference reflecting the reduced profit
performance of the Group in the year and a build-up of
working capital and stock. The Group’s average daily net debt
in 2024 was £698.1m (2023: £586.0m).
The Group had significant headroom against its borrowing
covenants (Gearing, Tangible Net Worth and Interest Cover) in
the year, and maintained a comfortable amount of headroom
against its borrowing facilities, which total £1,130m.
CHIEF EXECUTIVE'S REVIEW
continued
Rivers Edge, Warrington
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
11
Through our focus on cash generation, we are targeting a
steady reduction in the Group’s average net borrowings
through 2025, a year-on-year reduction in the Group’s net
debt as at 31 December 2025 and a net cash position as at
31 December 2026.
PRIORITIES FOR 2025
The Group has a clear set of priorities for 2025 focused
on ensuring Vistry is best positioned to drive the business
forward in the medium term.
Cash generation – the Group had higher than expected
working capital levels at the end of last year reflecting a
slower Open Market sales rate in 2024 and a resulting build
up in stock. The Group is targeting releasing excess stock
and WIP of c. £200m in 2025 and work in progress controls
linked to site stock positions have been introduced and are
monitored weekly at an Executive level.
The housebuilding landbank release has been slower than
anticipated reflecting more constrained market conditions
than expected. Site by site strategies are being reviewed
and options including bulk sales and discounting are under
consideration to accelerate the roll-off and cash generation.
Embed leadership – a new divisional structure was
introduced at the start of 2025, moving from six divisions
to three. Each division is led by an Executive Chair with
extensive Partnerships experience who sits on the
Executive Leadership Team and reports directly to the CEO.
This structure has reduced layers and shortened reporting
lines, creating greater transparency and agility in decision
making. There will be some savings resulting from headcount
reduction across the business actioned in Q1 2025.
Standardise and enhance control environment – the
Group updated its life of site process in H2 2024, ensuring
standardisation across all regions. This has been followed up
with a clear message of compliance to all regions which will
continue to be closely monitored throughout the year.
In addition, incremental commercial expertise has been
embedded into the process through the appointment
of Commercial Directors at a Divisional level, and the
appointment of Commercial Compliance Managers within
the Group Commercial team.
A new Investment Committee has been launched
which oversees the approval of land acquisitions and
disposals, partner agreements, and other investment and
commercial decisions.
CAPITAL ALLOCATION
The Board has reviewed its capital allocation policy and its
view on capital allocation hierarchy remains unchanged.
Maintaining a strong balance sheet remains is the top priority
and improving cash generation and reducing the Group’s net
borrowings is the Group’s focus for 2025.
Investing in our Partnerships business to deliver sustainable
growth and maximise the significant market opportunity
we see over the medium term is the most attractive use
of capital and the business has and continues to invest in,
high-quality development opportunities which replenish the
Partnerships land bank in Iine with its growth forecasts.
In September 2024, the Group announced a total capital
distribution of £130m comprising a £55m ordinary
distribution in respect of the H1 2024 earnings and a £75m
as a special distribution. The Group has completed £38m to
date and expects to complete the remaining £92m via share
buyback, to be concluded in H1 2026.
Watermark, Maidenhead, Vistry West London
12
|
Vistry Group PLC
CHIEF EXECUTIVE'S REVIEW
continued
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Reflecting the performance in 2024, the Group is not
proposing any final ordinary distribution in respect of the
2024 adjusted earnings. Future distributions will be made in
accordance with Group’s capital allocation policy.
BOARD CHANGES
The Company announces that Helen Owers has informed
the Board of her intention to resign her position as an
independent Non-Executive Director. Helen will remain
on the Board until the earlier of an appointment of a
replacement independent Non-Executive director or by the
end of 2025. A further announcement concerning the date of
Helen’s resignation will be made as soon as it is decided.
This announcement is made pursuant to Listing Rule 6.4.6R.
CURRENT TRADING AND FY25 OUTLOOK
The Group’s forward order book totals £4.4bn (14 March
2024: £4.6bn), with 65% (2024: 65%) of forecast 2025
units secured. The Group sales rate of 0.59 (2024: 0.81) sales
per site per week for the year to date is down on prior year
reflecting a low volume of Partner Funded transactions in
the first quarter.
The Group’s Partnership model is closely aligned to the
Government’s housing ambitions and we are working closely
with our partners to ensure we are well positioned to deliver.
Following the Government’s recent announcement of an
additional £2bn of affordable housing funding to the existing
affordable homes programme, we expect Partner Funded
activity to step-up during the year, resulting in a greater H2
weighting of Partner Funded delivery for the Group in 2025.
Overall, we are expecting our Partner Funded volumes in
2025 to be at a similar level to 2024, with strong momentum
going into 2026.
In the Open Market, we have seen some uptick in our
sales in the past four weeks and expect this to continue
to improve. Whilst our sales outlets will continue to reduce
as we roll-off former Housebuilding sites, we expect to
maintain Open Market volumes at a similar level to
2024 in 2025.
We are seeing some upward pressure on build costs and
whilst we will continue to try and mitigate this where
possible, we expect to see low single digit build cost
inflation in 2025
The Group continues to expect to make year-on-year
progress in profit in 2025, with profits being more H2
weighted than in prior years. H1 margins will reflect a greater
proportion of delivery from lower margin sites, and some
impact on profit from actions being taken to accelerate
cash generation. We expect H2 margin recovery to be driven
by the commencement of new higher margin developments
and the benefit of operating leverage from higher volumes in
the second half.
The Group’s focus on cash performance, including the
management of work in progress and the reduction of
the housebuilding landbank, is expected to result in a
year-on-year reduction in the Group’s net debt as at
31 December 2025.
STRATEGY AND MEDIUM
-
TERM OUTLOOK
The Group remains confident in its Partnerships strategy and
committed to its capital light, high returns business model.
There remains an acute need for affordable and mixed
tenure housing across the country. Addressing this housing
crisis sits at the heart of the Government’s agenda, with new
housing targets set last autumn aiming to more than double
the supply of affordable homes nationwide and continue
growth of the private rental sector.
With its capability and track record in Partnership housing
and mixed tenure delivery, Vistry is uniquely positioned
to play a key role in supporting the Government to deliver
its plans.
Over the medium term, the Group expects to see a strong
increase in demand for mixed tenure housing driven by both
a step up in Partner investment supported by Government
policy, and a recovery in the Open Market.
Whilst volumes in 2025 are expected to be similar to 2024,
the Group is targeting average revenue growth of 5% to
8% p.a. over the medium term, driven by an increase in
unit delivery. Vistry retains a national operational footprint
and will continue to evolve operational capacity and
capability to suit local demand and market conditions.
The Group is focused on a returns-based model and is
targeting a 40% return on capital employed. The roll-off
of the former Housebuilding landbank will be a key
driver of the improvement in the Group ROCE. The Group
is targeting an adjusted operating margin of 12%+
which reflects a blended site margin across its mixed
tenure delivery. The Group’s land acquisition hurdle rates
at a 40% ROCE and 12% adjusted operating margin are
aligned to these targets.
GREG FITZGERALD
Executive Chair and CEO
25 March 2025
Annual Report and Accounts 2024
|
13
14
|
Vistry Group PLC
MARKET ENVIRONMENT
We are a leading player in the UK housebuilding industry which is impacted by a
number of economic, social and regulatory trends, as discussed below.
DEMAND CONTINUES TO OUTSTRIP SUPPLY
There is a chronic shortage of new homes in the UK -
the undersupply is greatest for affordable housing.
• The new Government’s target recognises this acute housing shortage and aims to
deliver >1.5m new homes by the end of the parliament.
• This target is significantly higher than the current level of delivery which was 221k net
additional dwellings in the 12 months to March 2024 (2023: 234,290)
1
.
• The undersupply is greatest for affordable housing where it is estimated that 187k
affordable homes are required each year
2
which compares to the 62k new affordable
homes delivered in the 12 months to March 2024 (2023: 63,822)
3
.
• The number of households on local authority housing registers (waiting lists) increased
by 3% to 1.33m
4
as at 31 March 2024; the highest number since 2014.
• It is estimated there were c. 354k homeless people on a given night in 2024, which is
one in 160 people in the UK
5
. This social and financial crisis needs to be addressed
through increasing the supply of genuinely affordable housing, particularly for
social rent.
• Due to the affordability challenges of people buying private homes and the lack of
affordable housing, more people are looking to the private rented sector. This is driving
a huge increase in the need for this sector, with a recent report
6
showing an increase
of 800k to one million additional Private Rented Sector (PRS) households across the
country by 2031.
VISTRY'S RESPONSE
• Vistry is the only large home builder that builds mixed tenure developments
and has the scale and capability to significantly increase output, especially
affordable housing.
• Our Partnerships model is fully embedded across our business and we have unrivalled
strategic relationships with our partners. This enables Vistry to provide a mixed tenure
housing solution including affordable, PRS and private housing.
• As a strategic partner to Homes England, we have direct access to current and future
affordable housing grant funding. We use this to work with local authorities and
registered providers to deliver much needed affordable housing.
• We are working with our registered provider partners to establish long-term
investment frameworks, increasing the supply of affordable housing we jointly deliver.
• Vistry is the largest builder of Single Family Housing for PRS in England. We will
continue to engage with multi-family PRS providers, particularly in London and other
urban centres, where mid to high-rise construction is appropriate and where demand
for this product is strong.
Estimated that
1 in 160
people in the UK
are homeless
Local Authority
waiting lists
increased by 3% to
1.33m
4
as at 31 March 2024
Government
targeting
>1.5m
new homes
Vistry's Partnerships
model delivers
mixed tenure
housing
Vistry's strategic
partnership with
Homes England
gives access to
affordable housing
grant funding
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
15
ECONOMIC ENVIRONMENT
POLITICAL ENVIRONMENT
The housing market is cyclical – interest rate cuts in
2025 are expected to stimulate demand.
• The UK residential property market's performance is linked to the strength of the UK
economy and wider global macroeconomic conditions.
• The sharp increase in borrowing costs in the UK and the high inflationary environment
over the past three years has impacted household incomes and savings, and as a result
affordability and overall demand for private housing.
• Entering 2024, it was widely expected there would be multiple cuts in interest rates in
the year. This did not materialise, with only two 0.25% rate cuts in H2 2024.
• Further interest rate cuts are expected in 2025 which is expected to improve mortgage
affordability and stimulate demand for private housing.
The Government's ambition is to build 1.5m new homes
over the course of this parliament.
• The Government's new housing targets put the country’s housing shortage crisis in
the spotlight.
• Recent changes to the National Planning Policy Framework provides the industry with
a more favourable regulatory environment to harness in 2025 and beyond.
• The Autumn Budget included £500m of additional funding provided for the Affordable
Homes Programme and confirmed a long-term rent settlement for housing providers.
A further £350m of top-up funding was announced in February 2025.
• The Planning and Infrastructure Bill, introduced to Parliament in March 2025, provides
more opportunities to simplify the planning system.
VISTRY'S RESPONSE
• Vistry’s Partnerships model provides some resilience to the cyclical housing market.
• Our target of 65% of homes presold to our partners across the Group’s portfolio of
sites mitigates some of the sales risk inherent within the macroeconomic environment.
The revenue on these pre-sold units is secured at the start of the project and is
typically paid monthly as the build progress takes place.
• The remaining 35% of homes p.a. is delivered through Open Market sales to private
individuals. This revenue, which has higher associated profit margins, is more
susceptible to economic risk.
VISTRY'S RESPONSE
• Vistry’s Partnerships model is closely aligned to the Government’s ambition to solve
the housing crisis.
• Since the General Election, we have held several high-profile stakeholder meetings
with ministers and officials in the Treasury, Ministry for Housing, Communities and
Local Government, and No.10.
• We are looking for the Government to commit meaningful investment in the new
funding programme for affordable homes in 2025 to accelerate the supply of housing,
provide certainty to the supply chain and support economic growth.
Increased
borrowing
costs have impacted
demand for housing
Interest rate cuts
in 2025 are
expected to
stimulate demand
Vistry’s Partnerships
model provides some
resilience to
market
cyclicality
The housing crisis
is at the forefront
of the Government's
agenda
Planning reforms
being made
should stimulate
housing supply
Vistry's operating
model is closely
aligned with the
Government’s
ambitions
16
|
Vistry Group PLC
THE PLANNING SYSTEM
The Government has placed great importance on the
delivery of new homes through unlocking the
planning system.
• Before commencing development work, Vistry must obtain planning permission and
discharge conditions. Securing timely planning permission on an economically viable
basis is key to our value creation process.
• Planning delays are common, reflecting continued capacity issues within local planning
authorities and continued political uncertainty.
• The Government has placed great importance on unlocking the planning system
and an update to the National Planning Policy Framework (NPPF) was published in
December 2024.
• The Government has committed to increasing planning fees, which helps to ensure
local planning authorities are adequately resourced, as well as provide funding for
more planning officers.
VISTRY'S RESPONSE
• Vistry has a leading capability in securing land and planning and brownfield
redevelopment and regeneration.
• We have healthy consented and strategic land banks and only purchase new land that
meets our specific land buying criteria.
• We welcome the amendments to the NPPF and look forward to working with councils
to deliver more homes.
• We continue to engage with the HBF and other organisations, including the Land,
Planning and Development Federation, The Housing Forum and Royal Town Planning
Institute, to try to speed up the planning process.
• Moreover, we are working pro-actively with the Future Homes Hub to ensure that the
industry is ready to adapt to change.
• We are well placed to support the Government’s aspiration to maximise
brownfield development.
• We promote our wider sustainability strategy recognising that the range of benefits
that development can bring to a community is important in securing local support
for proposals.
1 GOV.UK, Accredited official statistics: Housing supply: net additional dwellings, England: 2023-24 and 2022-23.
2 Bramley, G: Housing supply requirements across Great Britain for low-income households and homeless people. Research for Crisis and the
National Housing Federation, Main Technical Report, Heriot-Watt University (2019).
3 GOV.UK, Accredited official statistics: Affordable housing supply in England: 2023-24 and 2022-23.
4 GOV.UK, Accredited official statistics: Social housing lettings in England, tenants: April 2023 to March 2024.
5 Shelter: Homelessness in England in 2024.
6 Savills Research: The Future of Built to Rent Houses, January 2024.
Unlocking the
planning system
is critical
The planning system
is complex and
planning delays
are common
V
istry has a
leading capability
in securing land
and planning
We will work
with councils
to deliver
more homes
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
17
MARKET ENVIRONMENT
continued
MATERIAL AND LABOUR COSTS
FAST CHANGING REGULATORY ENVIRONMENT AND FUTURE HOMES STANDARD
The market continues to see some underlying
inflationary pressure on input costs.
• There remains inflationary pressure on input costs, albeit at lower levels than seen in
the preceding couple of years.
• Despite constrained levels of output across the industry reflecting lower levels of
demand, in particular for private homes, we continue to see skills shortages. We
expect this to become a larger issue and potentially a constraint on industry growth,
as industry output increases in the future.
Increasing regulatory requirements including Future
Homes and buildings standards.
• The Future Homes Standard requires new homes to achieve c. 80% lower CO2
emissions than the Part L 2013 baseline.
• Regulatory issues are impacting land availability, including challenges created by
nutrient neutrality and the interpretation of the Habitat Regulations.
• Biodiversity net gain is mandated by the Environment Act 2021 and is now a
requirement in all planning applications.
VISTRY'S RESPONSE
• We work closely and proactively with our supply chain partners to best manage our
supply chain needs.
• Our suppliers are key stakeholders in our business and through our highly experienced
centralised procurement function, we proactively work with them to best manage
our supply chain needs. As a Group, more than 90% of our build materials are
procured centrally.
• Our Partnerships model allows us to offer greater security and continuity of work to
our supply chain partners, resulting in a competitive advantage to the Group.
• To manage the fixed revenue nature of our Partnership agreements, we include a
sensible level of cost contingency and/or fixed price allowances in our agreements.
• Through our skills academies, Vistry is investing in training and developing skilled
construction workers. The Group currently has nine Skills Academies located at
developments across the country.
VISTRY'S RESPONSE
• Vistry works with its partners to be at the forefront of regulatory change and innovation.
• Sustainability is core to our purpose and we have a clear roadmap to deliver zero carbon
ready homes.
• We have responded to the Government’s consultation for the Future Homes Standard
and are applying the knowledge and experience gained from live schemes which are
already delivering an 80% CO2 reduction compared to current standards, to help us
achieve our stretching carbon reduction targets, and prepare for regulatory change.
• We continue to test new technologies to help deliver zero carbon ready homes at scale,
and share our learning to the wider industry through the Future Homes Hub.
• Biodiversity net gain requirements have been introduced into our life of site process to
ensure compliance with the new regulations.
Skills shortages
need to be
addressed
We work
closely
and proactively
with our supply
chain partners
Vistry’s Skills
Academies
provide essential
training
Future Homes
Standard requires
80% lower
CO2 emissions
Vistry has a clear
roadmap to delivering
zero carbon
ready homes
18
|
Vistry Group PLC
Highly skilled and
diverse people
Experienced
leadership team
Competitive
advantage in the
land market
Place making and
regeneration skills
Long-standing
trusted partner
relationships
Timber frame
manufacturing
capability
Strong track record
of delivery
Scaleable
operating
structure
Multiple leading
brands
BUSINESS MODEL AND STRATEGY
Our purpose is to work in partnership to deliver sustainable homes, communities and
social value, leaving a lasting legacy of places people love.
OUR STAKEHOLDERS
Please see details of our Stakeholders and how we engage with them on pages 98 to 101.
OUR CAPABILITY AND RESOURCES
CREATE VALUE
We leverage our unique blend of capability and resources to maximise the opportunity
to generate sustainable value for all of our stakeholders
PARTNERS
SUPPLY CHAIN
REGULATORSCOMMUNITIES INVESTORS
CUSTOMERS
PEOPLE
Annual Report and Accounts 2024
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19
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Our Partnerships approach underpins how we operate. We work with more than
140 partners including registered providers, local authorities, and private rented
sector providers, with all our developments providing a mix of housing tenures.
HOW OUR PARTNERSHIP BUSINESS WORKS
Our Partner Funded sales provide certainty of revenue and demand timely delivery. This allows us to build at
pace and drive build efficiency, resulting in a lower cost of production.
Our Partnerships model is not constrained by an Open Market sales rate and as a result can deliver c. 150% of
the output of the traditional housebuilding model.
Our partners will typically purchase the land plots associated with their units as we enter into a partner
agreement and will fund the construction of these units as the work progresses on site. This drives a more
capital light business and a higher return on capital.
Registered Providers, Local Authorities, PRS Providers
S106 Affordable Additional Affordable
PARTNER FUNDED
OPEN MARKET
Average Partner Funded (units)
Minimum Partner Funded (units)
50% 65%
Markets
Tenures
Brands
Customers
PRS Private ownership
Private buyers
PARTNER FUNDED HOMES
On each Partnership development, we pre-sell a
minimum of 50% of the homes to one or several
of our partners; our Partner Funded units.
On average, across our portfolio of more than
350 developments, we are targeting c. 65% of
the units to be Partner Funded sales.
Our Partner Funded homes consist of a range
of tenures, including S106 affordable housing,
additional affordable housing, which may include
tenures such as shared ownership and discounted
homes, and PRS units. The average sales price of
our Partner Funded homes was £236k in 2024.
OPEN MARKET HOMES
We also sell homes to individuals for private
ownerships; our Open Market sales, which
had an average sales price of £385k in 2024.
We target c. 35% of the units across our portfolio
of developments to be Open Market sales.
Our model differs from traditional
housebuilding where the developer sells
c. 75% of the homes to the Open Market,
with c. 25% of homes affordable, as required
by planning consent and typically sold to a
Registered Provider.
20
|
Vistry Group PLC
TALENTED PEOPLE
Our highly skilled and diverse workforce
is one of our most critical resources
and differentiators. We will continue to
create an inclusive environment where all
our people can thrive, develop and excel.
This will enable us to attract, develop
and retain the best people.
WORKING IN PARTNERSHIP
To maximise the significant growth
opportunity within the partnerships market,
our business will be closely aligned with the
needs of our existing and future partners
to position us as the partner of choice.
Consistent delivery across multiple tenures
with flexibility in procurement routes, will
enable us to expand the number of
partners that we work with and deepen
those relationships.
INCREASING OUTPUT
Increasing the number of new homes
we deliver will drive our revenue growth
and returns. Our Partner Funded sales
provide strong forward visibility, allowing
us to maximise our build rate through
standardisation of product and processes,
centralised procurement and greater use
of timber frame manufacturing. These will
enable us to step up our output whilst
maintaining quality of build and high
standards of health and safety.
BUILDING SUSTAINABLY
Creating sustainable homes, vibrant
communities, and delivering lasting
social value is at the core of our operations,
and we will continue to succeed by placing
people and communities at the heart of our
decision-making processes. We will ensure
we meet all Future Homes Standards and
remain at the forefront of innovation and
housing solutions.
LAND PROCUREMENT
Our Partnerships model enables us to
operate with a shorter land bank than
traditional housebuilders and we are
targeting a reduction in our land bank
length. The Group will need to secure
a significant amount of land to meet its
growth ambitions and will utilise the
competitive advantage that our model
brings including a lower margin hurdle,
strong relationships with public land
owners, and our track record of delivery.
CAPITAL EFFICIENCY
Our model is returns based and achieving
an industry leading ROCE is a key priority.
Our Partner Funded sales, which make
up c. 65% of our total unit sales, are
significantly more capital efficient than
Open Market sales. Our partners typically
acquire their share of the land at the
beginning of the project and fund the build
in stages as work progresses. Maintaining a
shorter land bank with a greater proportion
of controlled land will also drive return
on capital.
OUR STRATEGIC PRIORITIES
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21
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Monument View, Wellington
EMPLOYEE
ENGAGEMENT SCORE
VOLUNTARY TURNOVER HBF 8-WEEK
TARGET
2024
2023
2022
2021
8.2
7.6
8.6
8.1
>8.0
TARGET
2024
2023
2022
2021
15.9%
<17.0%
15.4%
17.7%
21.0%
TARGET
2024
2023
2022
2021
5-st ar
5-st ar
5-st ar
5-st ar
5-st ar
WHY WE MEASURE IT
Our strategy is to attract, develop
and retain the best people.
Changes in this metric provide us
with valuable feedback from our
people on the areas in which we
are doing well and the areas where
we can improve
.
WHY WE MEASURE IT
Our strategy is to attract, develop
and retain the best people.
Some turnover is expected and
healthy, but a sustained increase
above target would indicate
that action may be required to
improve retention.
WHY WE MEASURE IT
This metric is a measure of
customer satisfaction 8 weeks after
buying a home and is important
to give confidence to future
customers of the quality of our
homes and customer service.
LINK TO STRATEGY LINK TO STRATEGY LINK TO STRATEGY
HBF 9-MONTH AIR SSIR
TARGET
2024
2023
2022
2021
83.6%
78.3%
79.0%
79.0%
>70.0%
TARGET
2024
2023
2022
2021
175
219
240
210
<341
TARGET
2024
2023
2022
2021
349
454
462
342
Lower than prior year
WHY WE MEASURE IT
This metric is a measure of
customer satisfaction 9 months
after buying a home and is
important to give confidence to
future customers of the quality of
our homes and customer service .
WHY WE MEASURE IT
The safety of people on our sites
is critical and we strive to maintain
excellent standards. This metric
records the number of reportable
accidents per 100,000 workers
on site.
WHY WE MEASURE IT
The safety of people on our
sites is critical and we strive to
maintain excellent standards.
This metric records the number
of service strike incidents per
100,000 workers on site.
LINK TO STRATEGY LINK TO STRATEGY LINK TO STRATEGY
These KPIs should be read in conjunction with pages 34 to 37 where we provide further information relating to the
calculations for KPIs.
NON-FINANCIAL KPIs
KEY PERFORMANCE INDICATORS
22
|
Vistry Group PLC
NEW HOME
COMPLETIONS
NHBC
REPORTABLE ITEMS
NHBC CQR
TARGET
2024
2023
2022
2021
16,118
11,951
11,080
17,225
Growth on prior year
TARGET
2024
2023
2022
2021
0.21
0.23
0.22
0.20
<0.26
4.5
4.5
TARGET
2024
2023
2022
2021
4.5
4.5
>4.0
WHY WE MEASURE IT
To achieve our strategy for growth
and to be the leading provider of
affordable homes in the UK, we
are seeking to increase the total
number of homes and the number
of affordable homes that we
deliver each year.
WHY WE MEASURE IT
To achieve our strategy, we
must deliver homes at pace
whilst maintaining quality.
This is important to maintain our
reputation, minimise customer
care issues and control our cost
of production.
WHY WE MEASURE IT
To achieve our strategy, we
must deliver homes at pace
whilst maintaining quality.
This is important to maintain our
reputation, minimise customer
care issues and control our cost
of production.
LINK TO STRATEGY LINK TO STRATEGY LINK TO STRATEGY
LAND & DEVELOPMENT
OPPORTUNITIES
SECURED
GHG EMISSIONS
(SCOPE 1 AND 2) tCO2e
NON-HAZARDOUS
CONSTRUCTION WASTE
DIVERTED FROM LANDFILL
TARGET
2024
2023
2022
2021
16,508
15,288
16,315
11,798
Growth in line with unit delivery
TARGET
2024
2023
2022
2021
24,178
19,401
25,253
24,498
14,023
TARGET
2024
2023
2022
2021
97%
98%
98%
98%
>99%
WHY WE MEASURE IT
To achieve sustained growth,
we need to secure sufficient new
land and other development
opportunities each year to replace
what is utilised in the same period
through new home completions.
WHY WE MEASURE IT
To achieve our purpose of
delivering sustainable homes and
communities, we are targeting to
be a net zero organisation by 2040.
WHY WE MEASURE IT
To achieve our purpose of
delivering sustainable homes and
communities, we must challenge
ourselves to continually reduce
the environmental impact of the
materials we use in our operations.
LINK TO STRATEGY LINK TO STRATEGY LINK TO STRATEGY
WORKING IN
PARTNERSHIP
STRATEGIC PRIORITIES:
INCREASING
OUTPUT
LAND
PROCUREMENT
TALENTED
PEOPLE
BUILDING
SUSTAINABLY
CAPITAL
EFFICIENCY
NON-FINANCIAL KPIs
See the Strategic Priorities on page 20
Annual Report and Accounts 2024
|
23
ADJUSTED
REVENUE GROWTH
ADJUSTED
OPERATING MARGIN
ADJUSTED EPS
14%
32%
30%
7%
TARGET
2024
2023
2022
2021
5-8%
14.5%
11.8%
13.7%
TARGET
2024
2023
1
2022
2021
8.3%
12%
137.5p
85.8p
125.5p
TARGET
2024
2023
1
2022
2021
55.9p
Growth on prior year
WHY WE MEASURE IT
We are targeting year-on-year
growth in revenue, driven by
increased delivery of new homes.
WHY WE MEASURE IT
We are targeting to increase our
operating margin to 12.0% in the
medium term.
WHY WE MEASURE IT
We are targeting a year-on-year
increase in the returns generated
for shareholders.
ROCE
FORWARD
ORDER BOOK
25.0%
20.9%
25.5%
14.6%
40%
TARGET
2024
2023
1
2022
2021
£4.0bn
£4.5bn
TARGET
2024
2023
2022
2021
£4.4bn
£3.0bn
Growth on prior year
WHY WE MEASURE IT
We are targeting to increase ROCE
to 40% in the medium term.
WHY WE MEASURE IT
We are targeting to increase the
forward order book year-on-year
to support growth and visibility of
future revenue.
FINANCIAL KPIs
These KPIs should be read in
conjunction with pages 34 to
37 where we provide further
information relating to the
calculations for KPIs.
1
The 2023 comparative figures have been
restated to correct the error that arose as
a result of the cost forecasting issues in the
South Division. Further details are included
on pages 174 to 175.
KEY PERFORMANCE INDICATORS
continued
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
GROUP PERFORMANCE
£m 2024
2023
restated
2
Change
Adjusted basis
1
Completions 17,225 16,118 +7%
Revenue 4,329.2 4,042.1 +7%
Operating profit 358.2 476.1 -25%
Operating margin 8.3% 11.8% -3.5ppts
Net financing expense (94.7) (68.8) -38%
Profit before tax 263.5 407.3 -35%
Profit after tax 188.9 296.9 -36%
Basic earnings per share (pence per share) 55.9p 85.8p -35%
Net debt (180.7) (88.8) -103%
Average capital employed 2,461.8 2,275.1 +8%
Return on capital employed (%) 14.6% 20.9% -6.3ppts
Reported basis
Revenue 3,779.3 3,564.2 +6%
Operating profit 167.0 300.0 -44%
Profit before tax 104.9 293.0 -64%
Basic earnings per share (pence per share) 22.0p 62.1p -65%
1
Figures are shown on an adjusted basis. See Alternative Performance Measures section on pages 34 to 37 for further details.
2
The results for 2023 have been restated to correct the prior year error that arose due to the cost forecasting issue in the South Division.
See note 1 on page 174 for further details.
FINANCIAL REVIEW
24
|
Vistry Group PLC
GROUP PERFORMANCE
The result for the year was disappointing. The Group delivered growth
in revenue and completions, however, market conditions continued
to be challenging, particularly for Open Market sales, and the cost
forecasting issues that were identified in our South Division in the last
quarter of the year significantly impacted adjusted and reported profit
before tax.
Group management reacted quickly to thoroughly investigate the
underlying causes of the cost forecasting issues, to ensure they were
isolated to the South Division and to make all necessary changes and
improvements to remediate them. The investigations concluded that
the issues could be attributed to insufficient management capability
and poor culture in the South Division, and non-compliance with the
Group’s established commercial forecasting processes.
In response, the Group has changed its divisional structures and
removed the COO role to reduce the length of reporting lines
between the CEO and our regional businesses. The Group also
introduced additional controls to ensure mandated processes were
correctly followed for the year-end and in future. Further details on
the investigations and consideration of the accounting treatment of
the changes in estimates and errors are on pages 174 to 175.
The 2023 full-year results have been restated, reducing adjusted and
reported profit before tax by £11.8m and opening reserves by £6.2m.
The results for the 2024 half-year will be restated when the Group
announces its results for the 2025 half-year. This will reduce adjusted
and reported profit before tax in the 2024 half year by c. £65m.
The increase in the cost of building safety remediation impacted
reported profit before tax. The Group experienced a rise in the
number of claims during the second half of the year as well as higher
costs on existing buildings, primarily driven by scope increases.
TIM LAWLOR
Chief Financial Officer
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
REVENUE AND COMPLETIONS
On an adjusted basis, total revenue increased by 7% to £4,329.2m (2023: £4,042.1m), with a particularly strong increase in Partner
Funded revenue of 24%. We saw good levels of demand from the Partner Funded market and secured more than 220 new
partner deals with over 70 partners. The number of Partner Funded completions increased by 18% to 12,633 (2023: 10,722), driven
by PRS and Additional Affordable homes. The average selling price of Partner Funded homes increased by 6% to £236k (2023:
£222k), primarily due to PRS completions including a greater proportion of larger, higher value homes than in the prior year.
Open Market revenue reduced by 16%, with a reduction in the number of completions of 15% to 4,592 (2023: 5,396) due to
subdued demand throughout the year, primarily reflecting mortgage affordability and a much lower opening forward order
book of £298m (2023: £610m). The Group operated from fewer sales outlets, with the average number down 9% to 203
(2023: 223). Discounts offered to investors purchasing multiple completed homes and changes in the geographic mix resulted
in a slight decrease of 1% in the average selling price to £385k (2023: £390k). Sales incentives remained at up to 5% of the Open
Market sales price.
On a reported basis, total revenue increased by 6% to £3,779.3m (2023: £3,564.2m). The total number of completed homes
delivered also increased by 7% to 17,225 (2023: 16,118), with the overall average selling price broadly consistent with the prior
year at £275k (2023: £276k). The disparity between the strong growth in the Partner Funded market and the subdued demand
for Open Market homes resulted in an increase in the proportion of total completions which were Partner Funded to 73%
(2023: 67%). We expect this percentage to trend back towards our target of 65% in future years when activity levels for Open
Market homes begin to improve.
2024 2023
£m unless otherwise stated Partner Funded Open Market Other revenue Total Total
Adjusted revenue 2,636.2 1,488.2 204.8 4,329.2 4,042.1
Add: Government grant income 39.9 22.2 - 62.1 40.4
Remove: other non-housing revenue - - (204.8) (204.8) (137.6)
Total sales price 2,676.1 1,510.4 - 4,186.5 3,944.9
Total units (at 100%) 12,633 4,592 n/a 17,225 16,118
Less: joint venture eliminations (1,311) (669) n/a (1,980) (1,836)
Units for calculation of the Average Selling Price 11,322 3,923 n/a 15,245 14,282
Average Selling Price £236k £385k n/a £275k £276k
Proportion of total units by type 73% 27% n/a 100% 100%
OPERATING MARGIN
The Group managed to mitigate underlying build cost inflation in 2024 through its benefits of scale, visibility of revenues and
efficiency gains, resulting in neutral build cost inflation for the Group in the year. We are starting to see some build cost pressure
and whilst we will continue to mitigate this where possible, the Group is expecting single digit build cost inflation in 2025.
The average number of build outlets increased over the course of the year to 367 (2023: c. 350).
The cost forecasting issues in the South Division related to increases in the total full-life cost projections for a relatively small
number of sites, including some large and complex, multi-phase schemes. There were a range of factors that led to these
increases including, procurement losses where tender returns for certain packages came in higher than anticipated, operational
changes on sites, additional costs due to unexpected ground conditions and asbestos contamination on specific sites,
subcontractor failures and design changes for certain aspects of schemes. The cost increases were due to site-specific factors
and were not indicative of a more general inflationary trend. In some instances, the cost increases led to the need to impair
inventories, resulting in the full future loss on those schemes being recognised in the current year.
Administrative expenses, excluding exceptional items, reduced by 19% to £196.1m (2023: £241.5m). Headcount was lower
throughout 2024 following the simplification of the Group’s operating structures that completed in late 2023. Bonus and
share-based payment costs were reduced due to profit targets not being achieved in 2024.
Annual Report and Accounts 2024
|
25
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
26
|
Vistry Group PLC
The Group’s adjusted operating profit for the year was down 25% to £358.2m (2023: £476.1m), with the adjusted operating margin
down 3.5ppts to 8.3% (2023: 11.8%). The Group’s adjusted operating margin has reduced as the Group continued to transition
the higher margin, capital intensive landbank from the Group’s former Housebuilding business to the lower margin, capital
light Partnerships model. This reduction is consistent with our expectations at the time of outlining our strategy. In the year the
Group delivered an above-target proportion of Partner Funded completions, 73% compared to our target of 65%, due to market
conditions. The cost forecasting issues in the South Division accounted for a further 2.1ppts deterioration in 2024 and will have
an ongoing, but reducing, drag on margin in 2025 and 2026 as the impacted sites are completed and traded out.
Reported operating profit reduced by 44% to £167.0m (2023: £300.0m). The decrease was greater than for adjusted operating
profit as a result of the increase in exceptional items in 2024, of which £99.9m (2023: £46.2m) was within operating profit.
BUILDING SAFETY
£m
2024 2023
Building safety provision:
Additions (117.1) (11.7)
Releases 20.9 18.6
Discount unwind (8.0) (19.4)
Building safety provision recognised in joint venture (20.9) -
Building safety recoveries 27.2 11.7
Building safety related impairment (16.8) (18.5)
Total building safety expense (114.7) (19.3)
The cost of building safety rose to £114.7m (2023: £19.3m) as the Group increased its provision for remediation and recognised a
further impairment of inventories.
The Group’s building safety provision at the beginning of the year was £289.0m. This increased by £117.1m, reflecting an increase
of 41 buildings following the completion of assessment of claims which were received subsequent to the implementation of a
number of regulatory changes. The regulatory changes have broadened the types of issues which are deemed to cause a risk
to occupant safety, as well as increasing the historical period for which the developer is responsible. In addition, the Group has
experienced some increase in tender prices and an expansion in the scope of works on some buildings where additional issues
were found during planned repairs.
During the year, one of the Group’s joint ventures agreed to take responsibility for completing remedial works on 10 buildings
that it developed and recognised a provision for the cost of these works. Accordingly, the Group released £20.9m that it had
previously recognised for its share of those works. There was no net profit impact in the year, however the joint venture now
holds the provision and it is no longer included in the Group’s provision.
The Group utilised £68.8m of the provision during the year, continuing to make good progress with the remediation works.
Work completed on 28 buildings during the year, with work ongoing for a further 43 buildings. At year end, we were engaged in
the pre-start phase of the remediation process with 197 buildings, excluding the 10 buildings which will be remediated by one of
the Group’s joint ventures. The Group continued to manage remediation work through its specialist in-house team.
After discount unwind of £8.0m, the closing building safety provision as at 31 December 2024 was £324.4m.
£m
2024
Opening 289.0
Additions 117.1
Utilised in year (68.8)
Released as obligation transferred to joint venture (20.9)
Discount unwind 8.0
Closing 324.4
At 31 December, the number of buildings where work was ongoing or yet to commence on site increased to 240 (2023: 237).
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
27
The Group has continued to seek to recover costs from third parties where possible and was successful in recovering £27.2m
during the year, which was recognised as an exceptional credit within cost of sales. Future recoveries will only be recognised
when they are secured.
In the prior year, the Group recognised an impairment of inventories of £18.5m due to viability challenges on schemes
which are now required to incorporate second staircases in high-rise buildings, leading to increased costs and a loss of
saleable floorspace.
During 2024, the Group continued to assess the impact of this regulatory change on those schemes through redesign, which
identified that the costs would be greater than previously expected. This led to an additional impairment of £16.8m.
EXCEPTIONAL ITEMS
Exceptional items increased to £128.8m (2023: £65.6m) comprising building safety of £114.7m (£19.3m), as described above, and
restructuring, integration and other costs of £14.1m (2023: £46.3m). Restructuring, integration and other costs were lower than in
the prior year and included changing the Group’s divisional structures in response to the issues in the South Division.
NET FINANCE EXPENSE
Adjusted net finance expense increased 38% to £94.7m (2023: £68.8m). Within this, net bank interest payable increased 33% to
£57.6m due to average borrowings rising by 19% year-on-year combined with an increase in the average interest rate that the
Group incurs on borrowings of 0.5ppts to 7.0% (2023: 6.5%) due to the rise in the average SONIA rate.
Land creditors due after more than one year are discounted on initial recognition using the market rate at that time, with this
discount subsequently unwound up to the date the creditor is settled. There is, therefore, a time lag before market interest rate
changes feed through into net financing expenses. The unwind grew in 2024 due to rising discount rates over the last two years.
£m
2024 2023 Change
Net bank interest payable (57.6) (43.4) -33%
Unwind of discount on land creditors (21.7) (11.5) -89%
Interest on finance leases (5.4) (5.5) +2%
Net interest on defined benefit pension schemes 1.6 1.7 -6%
Net joint venture interest payable (11.6) (10.1) -15%
Adjusted net finance expense (94.7) (68.8) -38%
PROFIT BEFORE TAX
Adjusted profit before tax was down 35% to £263.5m (2023: £407.3m) and reported profit before tax was down 64% to £104.9m
(2023: £293.0m).
TAX
The adjusted tax charge was £74.6m (2023: £110.4m), an effective tax rate of 28.3% (2023: 27.1%).
The reported tax charge was £30.4m (2023: £78.0m), an effective tax rate of 29.0% (2023: 26.6%). The reported rate was broadly
equal to corporation tax of 25% and Residential Property Developer Tax (RPDT) of 4%. The reported rate also includes a
reduction for some additional qualifying expenditure in respect of land remediation relief, and a reduction for profits not in
scope for RPDT, which both reduced the rate, offset by prior period adjustments.
The difference between the adjusted and reported effective rates is largely due to the presentation of a joint venture tax
credit. Under IFRS, the share of joint venture profits or losses after tax are included in profit before tax. In the Group’s adjusted
measures, the Group’s share of joint venture tax is included within the adjusted tax charge.
FINANCIAL REVIEW
continued
28
|
Vistry Group PLC
EARNINGS PER SHARE
Adjusted profit for the year reduced by 36% to £188.9m (2023: £296.9m), with adjusted earnings per share down by 35% to
55.9p (2023: 85.8p). The reduction in reported earnings per share of 65% to 22.0p (2023: 62.1p) was greater due to the impact of
exceptional items.
CAPITAL EMPLOYED AND ROCE
£m 2024
2023
restated
2
Change
Work in progress (including part exchange properties) 1,133.3 1,198.5 -5%
Land 1,875.0 1,881.7 -
Land creditors (739.9) (662.2) -12%
Net increase in inventories 2,268.4 2,418.0 -6%
Investment in joint ventures 614.0 562.7 +9%
Other assets 874.0 738.5 +18%
Other liabilities (1,243.5) (1,308.6) +5%
Capital employed 2,512.9 2,410.6 +4%
Building safety provision (324.4) (289.0) -12%
Retirement benefit asset 31.7 34.2 -7%
Tangible net assets 2,220.2 2,155.8 +3%
Goodwill 827.6 827.6 -
Intangible assets 368.8 409.3 -10%
Net debt (180.7) (88.8) -103%
Net assets 3,235.9 3,303.9 -2%
£m 2024
2023
restated
2
Change
Opening capital employed 2,410.6 2,139.5 +13%
Closing capital employed 2,512.9 2,410.6 +4%
Average capital employed 2,461.8 2,275.1 +8%
Closing capital employed increased by 4% to £2,512.9m (2023: £2,410.6m), with a slightly larger increase in the average capital
employed of 8% to £2,461.8m (2023: £2,275.1m).
The largest component of the Group’s capital employed is its net investment in inventories. There were several factors
contributing to a reduction in the closing balance.
Firstly, the Group recorded impairment write-offs of £61.2m, including those due to the cost forecasting issues in the South
Division and the exceptional building safety impairment of £16.8m.
Secondly, the Group established a new joint venture with the development arm of Clarion, Latimer, to develop 1,200 homes on
part of our site at Sherford, near Plymouth. The creation of this joint venture led to a transfer of £73.6m of work in progress from
the Group’s balance sheet.
Finally, land creditors increased by 12% to £739.9m (2023: £662.2m), in line with the Group’s strategy to buy sites on deferred
terms where acceptable conditions are available. Excluding all of these factors, the underlying position showed a build-up of
work in progress of £156.0m due to the slower-than-anticipated Open Market sales rate. Reducing this is a focus for the Group
moving into 2025.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
FINANCIAL REVIEW
continued
Annual Report and Accounts 2024
|
29
The increase in capital employed was driven by Partner Funded receivables, which are included within other assets in the table
above, and ongoing investment into joint ventures. Partner Funded receivables include trade receivables, retentions and contract
assets (accrued revenue). These increased due to Partner Funded activity levels being higher in 2024 as the shift to a fully
Partnerships model took effect, particularly in the last quarter of the year. In addition, the Group completed on a large Partner
Funded contract in December 2023, which included a catch-up valuation on work completed to date which was cash settled at
the point of completing the contract. At the end of 2024, Partner Funded receivables reflect a more normal working capital cycle
for these types of contracts.
During 2024, the Group advanced more loans to joint ventures than were repaid during the year, a net increase of £75.2m, to
fund investment into land and work in progress within joint ventures. This included the new joint venture at Sherford.
ROCE reduced by 6.3ppts to 14.6%, mainly due to the lower adjusted profit for the year.
BUILDING SAFETY PROVISION
The Group’s building safety provision increased to £324.4m (2023: £289.0m) as described earlier in this review.
NET DEBT AND CASH FLOW
The Group’s opening net debt of £88.8m was £207.0m adverse to the previous year’s opening net cash of £118.2m. After an
outflow of £91.9m, which was substantially smaller than the outflow in the prior year of £207.0m, closing net debt was £180.7m
(2023: £88.8m). The average month-end net debt was higher at £534.2m (2023: £459.4m), with an average daily net debt of
£698.1m (2023: £586.0m).
Whilst adjusted profit before tax was down 35% on the prior year, cash conversion improved due to a substantially lower
working capital outflow of £91.5m (2023: outflow of £406.9m). In 2024, there was a cash benefit of £84.4m as spend on new
land was lower than the land utilised and there was an increase in land creditors. The main contributors to the working capital
outflow were the increase in Partner Funded receivables, described earlier in this review, which led to an outflow of £84.8m, as
well as a reduction in payables of £55.9m due to lower amounts of cash being received from customers in advance of work
being completed.
The Group continued to invest in its joint ventures, predominantly to fund land and work in progress across a growing number of
active joint ventures.
The net exceptional cash flows related to building safety increased to £36.8m in the year (2023: £33.3m) comprising a gross
spend of £58.8m (2023: £45.0m) less recoveries of £22.0m (2023: £11.7m). The cash flows differ from the profit or loss statement
due to working capital movements. After recoveries, net cash spend on building safety is expected to increase to c. £65m
in 2025.
Income tax paid of £11.3m was lower than in the prior year, with the quarterly instalment payments reflecting the lower taxable
profits, and was broadly in line with the current tax element of the total tax expense.
The net inflow before shareholder distributions was £80.7m (2023: net outflow of £91.3m). Shareholder distributions totalling
£172.6m were set in anticipation of profit for the year being higher than was achieved. This related to the 15.3m shares purchased
under the Group’s share buyback programmes. In 2023, the shareholder distributions comprised £110.4m of dividends and £5.3m
of shares repurchased under the first buyback programme, which was launched in December 2023.
The total available facilities as at 31 December 2024 were £1,080.0m (2023: £1,015.7m), of which £1,005.0m (2023: £1,015.7m) were
committed. Against these facilities, the Group had drawn £500.0m (2023: £506.7m) at the year end. During the year, the Group
agreed an additional facility of £75.0m with one of the Group’s existing lender pool, which is uncommitted and must be repaid at
each quarter end. In addition, subsequent to 31 December 2024, the Group has secured an additional £50m facility with another
lender from the Group’s existing lender pool. These uncommitted facilities are on-demand facilities with flexible borrowing
tenors to support the Group's short-term, in-month, borrowing requirements.
30
|
Vistry Group PLC
£m
2024
2023
restated
2
Change
Opening net debt (88.8) 118.2 n/a
Adjusted profit before tax 263.5 407.3 -35%
Working capital movements:
Land 6.7 (60.0) n/a
WIP (35.2) (226.1) +84%
Land creditors 77.7 (5.2) n/a
Receivables (84.8) (67.7) -25%
Payables (55.9) (47.9) -17%
Working capital outflow (91.5) (406.9) +78%
Net investment in joint ventures (28.9) (60.4) +52%
Exceptional building safety spend (net of recoveries) (36.8) (33.3) -11%
Restructuring, integration and other costs (14.3) (56.1) +75%
Taxation (11.3) (37.7) +70%
Cash inflow/(outflow) before shareholder distributions 80.7 (91.3) n/a
Shareholder distributions (172.6) (115.7) -49%
Net cash outflow (91.9) (207.0) +56%
Closing net debt (180.7) (88.8) -103%
Facility
£m
Available Maturity Margin 2024 2023
Revolving credit facility (500.0) 2026 SONIA + 1.6-2.5 ppts - -
Term loan (400.0) 2026 SONIA + 1.9-3.1 ppts (400.0) (400.0)
USPP loan
1
(100.0) 2027 4.03 ppts (103.7) (104.6)
Prepaid facility fee n/a n/a n/a 2.7 4.2
Development loan
2
- 2029 ECRR + 1.2-2.2 ppts - (6.7)
Money market facility (75.0) n/a SONIA plus margin
Overdraft facility (5.0) 2025 BoE Base + 1.5 ppts - -
Total borrowings (1,080.0) (501.0) (507.1)
Cash 320.3 418.3
Net debt (180.7) (88.8)
1
The carrying value of the USPP loan includes the fair value of future interest payments of £3.7m (2023: £4.6m) as the loan was acquired through a
historical acquisition. The drawings of £100.0m (2023: £100.0m) are equal to the total available facility.
2
The Homes England development loan is no longer included in the consolidated Group accounts as the borrower, Linden Homes (Sherford) LLP, is no
longer a subsidiary undertaking.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
SHAREHOLDER DISTRIBUTIONS AND CAPITAL ALLOCATION POLICY
The Group has not changed its capital allocation policy during the year. An interim ordinary distribution in the form of a
share buyback of up to £55m was announced in September 2024 alongside a special buyback of up to £75m. The Group has
completed £38m to date and expects to complete the remaining £92m in the half year 2026.
Reflecting the disappointing performance in 2024, the Group is not proposing any final ordinary distribution in respect of the
2024 adjusted earnings. Future distributions will be made in accordance with Group’s capital allocation policy.
FORWARD ORDER BOOK
The forward order book as at 31 December was broadly stable at £4.4bn (2023: £4.5bn). The reduction in the Open Market
element was driven by the lower Open Market sales rate in the year's final three months.
£m
2024 2023
Open Market 285 298
Partner Funded 4,156 4,168
Total 4,441 4,466
LAND BANK
The land bank represents 4.4 years of supply (2023: 4.9 years). The Group’s Partner Funded business model supports a shorter
land bank than traditional housebuilding due to the faster pace of delivery on pre-sold sites and the lower proportion of Open
Market homes. Over the medium term, we expect the length of the land bank to reduce to less than 4.0 years of supply.
The Group added 14,432 plots to the land bank across 46 sites in the year, including 701 plots across three sites previously in the
strategic land bank. The proportion of the total plots that were controlled rather than owned at the end of the year increased
to 31% (2023: 27%). Over the medium term, we expect around one-third of the land bank to come from controlled rather than
owned sites, as controlled sites require only minimal upfront capital investment.
Number of plots
2024 2023
Owned (excluding joint ventures) 34,233 39,955
Owned - joint ventures (100%) 17,048 15,752
Total owned 51,281 55,707
Controlled (excluding joint ventures) 12,230 10,459
Controlled - joint ventures (100%) 10,509 10,268
Total controlled 22,739 20,727
Total 74,020 76,434
Annual Report and Accounts 2024
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31
FINANCIAL REVIEW
continued
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Vistry Group PLC
STRATEGIC LAND
Strategic land refers to land which does not yet have planning consent and which the Group is or will progress through planning
and promotional processes before development. Once we obtain planning consent, the land becomes consented. Strategic land
remains an essential supply source, and the number of plots increased by 8% during the year.
As at 31 December 2024
Total sites Total plots
0 – 150 plots 55 4,322
150 – 300 plots 53 10,930
300 – 500 plots 31 10,745
500 – 1,000 plots 21 13,425
1,000+ plots 22 36,797
Total 182 76,219
Planning agreed 17 5,855
Planning application 19 8,778
Ongoing application 146 61,586
Total 182 76,219
At 31 December 2023 185 70,780
Change -2% +8%
TIM LAWLOR
Chief Financial Officer
25 March 2025
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Monument View, Wellington
Fernleigh Park, Long Marston
Annual Report and Accounts 2024
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33
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Vistry Group PLC
ALTERNATIVE PERFORMANCE MEASURES
In addition to the IFRS (reported) measures disclosed throughout the Annual Report and Accounts, the Group uses certain non-IFRS
alternative performance (adjusted) measures to assess its operational performance. Adjusted measures are presented in order to
better reflect the contribution of the joint venture investments to the Group’s performance and to enable the reader to identify a
more consistent basis for comparing performance between financial years. They also reflect an important aspect of the way in which
operating targets are defined and performance is monitored by management.
ALTERNATIVE
PERFORMANCE MEASURE
DEFINITION
Adjusted revenue Statutory revenue plus the Group’s proportional share of joint ventures‘ revenue.
Adjusted operating profit Statutory operating profit excluding exceptional items and amortisation of acquired
intangible assets plus the Group’s proportional share of joint ventures’ operating profit.
Adjusted operating margin Adjusted operating profit divided by adjusted revenue.
Adjusted net finance expense Statutory net finance expense excluding exceptional items plus the Group’s proportional
share of joint ventures’ net finance expense.
Adjusted profit before tax
Statutory profit before tax excluding exceptional items, amortisation of acquired
intangible assets and the Group’s proportional share of joint ventures’ tax.
Adjusted income tax expense
Statutory income tax expense excluding the tax effect of exceptional items and
amortisation of acquired intangible assets, tax on joint ventures included in profit before
tax and the adjustment of one-off tax items.
Adjusted effective tax rate (ETR)
Adjusted ETR represents the underlying tax rate for the Group before the impact of one-
off tax items, and is defined as the statutory headline rate adjusted for Group’s liability to
Residential Property Developer Tax (RPDT).
Adjusted basic earnings
per share (EPS)
Adjusted profit before tax less adjusted income tax expense, divided by the weighted
average number of ordinary shares for the year.
Net debt Cash and cash equivalents less total borrowings (excluding lease liabilities).
Capital employed
Statutory net assets less goodwill, intangible assets, net debt, retirement benefit asset
and the building safety provision.
Tangible net asset value (TNAV) Statutory net assets less goodwill, intangible assets and net debt.
Return on capital employed (ROCE) Adjusted operating profit divided by average capital employed.
Reconciliation of adjusted measures to reported measures (where appropriate):
PROFIT OR LOSS ACCOUNT
2024
Revenue
£m
Operating
profit
£m
Net finance
expense
£m
Share of profit
from joint
ventures
£m
Profit
before tax
£m
Tax
£m
Profit
for the year
£m
Reported measures 3,779.3 167.0 (65.4) 3.3 104.9 (30.4) 74.5
Adjusting items:
Exceptional items
1
- 99.9 8.0 20.9 128.8 (37.3) 91.5
Share of joint ventures
2
549.9 51.8 (37.3) (24.2) (9.7) 9.7 -
Amortisation of acquired
intangible assets
3
- 39.5 - - 39.5 (11.4) 28.1
Other tax items
4
- - - - - (5.2) (5.2)
Total adjusting items 549.9 191.2 (29.3) (3.3) 158.6 (44.2) 114.4
Adjusted measures 4,329.2 358.2 (94.7) - 263.5 (74.6) 188.9
PROVIDING CLARITY TO THE USERS OF THE ANNUAL REPORT AND ACCOUNTS
Annual Report and Accounts 2024
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35
2023 restated
1
Revenue
£m
Operating
profit
£m
Net finance
expense
£m
Share of profit
from joint
ventures
£m
Profit
before tax
£m
Tax
£m
Profit
for the year
£m
Reported measures 3,564.2 300.0 (63.0) 56.0 293.0 (78.0) 215.0
Adjusting items:
Exceptional items
2
- 46.2 19.4 - 65.6 (18.0) 47.6
Share of joint ventures
3
477.9 83.6 (25.2) (56.0) 2.4 (2.4) -
Amortisation of acquired
intangible assets
4
- 46.3 - - 46.3 (10.9) 35.4
Other tax items
5
- - - - - (1.1) (1.1)
Total adjusting items 477.9 176.1 (5.8) (56.0) 114.3 (32.4) 81.9
Adjusted measures 4,042.1 476.1 (68.8) - 407.3 (110.4) 296.9
EPS
2024
2023
restated
1
Adjusted earnings (£m) 188.9 296.9
Weighted average number of ordinary shares (m) 338.1 346.0
Adjusted basic earnings per share (pence) 55.9 85.8
TNAV AND CAPITAL EMPLOYED
TNAV measures the intrinsic value of the tangible assets held by the Group. Capital employed is a key input for determining
ROCE and represents the capital used to generate adjusted operating profit.
2024
£m
2023
restated
1
£m
Net assets 3,235.9 3,303.9
Less:
Goodwill (827.6) (827.6)
Intangible assets (368.8) (409.3)
Net debt 180.7 88.8
Tangible net assets 2,220.2 2,155.8
Retirement benefit asset (31.7) (34.2)
Building safety provision 324.4 289.0
Capital employed 2,512.9 2,410.6
Opening capital employed 2,410.6 2,139.5
Closing capital employed 2,512.9 2,410.6
Average capital employed 2,461.8 2,275.1
ROCE
ROCE measures the efficiency of capital use by the Group.
2024
2023
restated
1
Adjusted operating profit (£m) 358.2 476.1
Average capital employed (£m) 2,461.8 2,275.1
ROCE (%) 14.6 20.9
1
The 2023 comparatives have been restated as described in note 1 to the financial statements.
2
Exceptional costs are those which the Directors consider to be material by size and irregular in nature. The adjusted measures exclude these items in
order to more clearly show the underlying business performance of the Group.
3
The Group undertakes a significant portion of its activities through joint ventures with its partners. In accordance with IFRS, the Group’s statement of profit
or loss and other comprehensive income includes its share of the post-tax results of joint ventures within a single line item. The Directors believe that
showing the Group’s share of revenue, operating profit and net financing expenses from joint ventures within the respective adjusted measures better
reflects the full scale of the Group’s operations and performance.
4
The amortisation charge relates to intangible assets which arose on the acquisitions of Linden Homes and Galliford Try Partnerships from Galliford Try
PLC and of Countryside Partnerships PLC. The charge is non-cash and was set at the time of the acquisition. The Directors consider that this needs to be
excluded in the adjusted measure to show the underlying business performance of the Group more clearly.
5
The Directors consider that one-off tax items need to be excluded such that the adjusted income tax expense represents the underlying tax charge for the Group.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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Vistry Group PLC
FORWARD ORDER BOOK
The Group’s forward order book comprises the unexecuted element on contracts that have been secured including those which
are reported within its joint ventures. The Directors believe that showing the Group’s share of joint venture orders better reflects
the full scale of the Group’s pipeline. Additionally, reservations made on Open Market sales have been included given they are a
commitment made by a customer against a specific plot.
2024
£m
2023
£m
Transaction price allocated to unsatisfied performance obligations on contracts 3,711.6 3,722.9
Adjusting items:
Share of forward orders included within the Group’s joint ventures 551.2 558.2
Open Market reservations 178.0 185.0
Forward order book (adjusted measure) 4,440.8 4,466.1
OTHER KEY DEFINITIONS AND TERMS
The following table includes definitions of key terms used throughout the Annual Report and Accounts which haven’t been
defined elsewhere.
TERMS DEFINITION
New home
completions
The number of homes sold in the financial year, including joint venture completions. For Open
Market homes, this is the number of legal completions during the year. For Partner Funded homes,
this represents the equivalent number of units sold, based on the proportion of work completed
under a contract during the year.
Land bank
The total number of plots expected to be deliverable on land owned or controlled by the Group
(including in joint ventures) which have planning consent.
Land development
opportunities
The total number of plots expected to be deliverable on land owned or controlled by the
Group (including in joint ventures) or through other contractual arrangements which have
planning consent.
Strategic land The total number of plots expected to be deliverable on land owned or controlled by the Group
(including in joint ventures) without planning consent.
Forward order book The Group’s share of future revenue that will be derived from signed contracts, letters of intent or
open market sales reservations including the Group’s share of joint ventures’ forward order book.
HBF score The Home Builders Federation (HBF) undertakes customer satisfaction surveys. Survey forms are
sent to customers at both 8 weeks and 9 months after they complete the purchase of their new
home. The score measures the percentage of respondents answering ‘yes’ to the key question
“Would you recommend your builder to a friend?”.
To achieve a 5-star rating, an average score of 90% or more is required on the 8-week surveys.
NHBC Reportable
Items (RIs)
The average number of all RIs received within the period across all inspections carried out on
sites registered with the National House Building Council (NHBC). An RI is any contravention of
the NHBC technical standards or building regulations recorded at any key build stage or
frequency visit.
NHBC Construction
Quality Review (CQR)
An independent, site-based review undertaken by NHBC of the quality of construction.
The CQR score is the average score received within the period across all reviews carried out
on sites registered with the NHBC.
Annual Report and Accounts 2024
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37
TERMS DEFINITION
Employee
engagement score
The Vistry Group employee survey, run by Workday Peakon Employee Voice, covers a number
of different topics, including various drivers, all of which contribute towards the overall sense of
engagement amongst our teams. Surveys are run twice per year, with employees scoring their
responses on a scale of 0-10.
Voluntary turnover
The number of employees who resigned from the organisation as a percentage of the average
total number of employees in the year.
Accident Incident Rate
(AIR)
The number of reportable accidents per 100,000 workers on site.
Service Strike Incident
Rate (SSIR)
The number of service strikes per 100,000 workers on site.
Scope 1
Greenhouse Gas
(GHG) Emissions
Scope 1 emissions are direct emissions from owned or controlled sources. These include natural
gas, biomass, company cars, leased vans and fuel utilised for operations. They are measured
in tCO2e.
Scope 2
Greenhouse Gas
(GHG) Emissions
Scope 2 emissions are indirect emissions from the generation of purchased electricity used in our
offices, sites and plots before they are handed over as well as electricity from Electric Vehicles.
They are measured in tCO2e.
Scope 3
Greenhouse Gas
(GHG) Emissions
Scope 3 emissions are all indirect emissions (not included in scope 2) that occur in our supply
chain. They are measured in tCO2e.
Net Zero
Net Zero is when any remaining GHG emissions are neutralised through carbon removals. For Vistry,
this requires a minimum absolute Scope 1 and 2 GHG emissions reduction of 90% and scope 3 GHG
emissions reduction of 97% per m2 by 2040 from a 2022 base year. Carbon offsets will be used
as a last resort to offset residual emissions. If used, these offsets will meet the following criteria:
Verified Carbon Standard (VCS), Gold Standard Verified Emissions Reduction (GS VER), Voluntary
Offset Standard (VOS), Climate Community and Biodiversity Standards (CCB) or will meet the
requirements of the Quality Assurance Standard for Carbon Offsets.
Non-hazardous
construction waste
diverted from landfill
The percentage of waste removed from sites without using incinerators or landfill.
Affordable home
completions
Affordable homes include social rent, affordable rent, intermediate rent, right to shared ownership,
right to buy, rent to buy, shared ownership, first home/discounted market sale.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
PROVIDING CLARITY TO THE USERS OF THE ANNUAL REPORT
continued
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Vistry Group PLC
Our approach to this Sustainability Report
In 2023, we reset our sustainability strategy to focus on material issues that were identified through a double
materiality assessment. The material issues are shown in the box below.
MATERIAL ISSUES
BUILDING COMMUNITIES CLIMATE & RESOURCES OUR PEOPLE
• Social value & community impact
• Affordable homes
• Biodiversity
• Placemaking
• Energy & Greenhouse Gas (GHG)
• Waste & resource efficiency
• Sustainable & low carbon homes
• Equality, Diversity & Inclusion
• Health, Safety & Wellbeing
• Talent Attraction
Development & retention
SUSTAINABILITY PILLARS
CLIMATE &
RESOURCES
BUILDING
COMMUNITIES
OUR PEOPLE
1
SUSTAINABILITY HIGHLIGHTS FROM 2024
2
OUR APPROACH TO SUSTAINABILITY
1
SUSTAINABILITY HIGHLIGHTS FROM 2024
4
OUR PEOPLE
‘PUTTING PEOPLE AT THE HEART OF WHAT WE DO’
5
SUSTAINABILITY IN ACTION
3
MATERIAL ISSUES & PROGRESS IN 2024
Our purpose as a responsible developer is to work in partnership to deliver
sustainable homes, communities and social value leaving a lasting legacy of
places people love.
SUSTAINABILITY REPORT
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
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39
HIGHLIGHT WHAT THIS MEANS
£115m social and local economic value generated The social, economic, and environmental value created by
Vistry during 2024.
4,371 additional affordable homes We are increasing the supply of affordable housing across
the country.
678 individual learners passing through our skills academies Addressing skills shortages and reducing unemployment
through targeted support in employment, skills
development, and job opportunities.
Over 1,200 visitors to the Vistry Innovation Centre A unique, sector-leading facility incorporating cutting-edge
technologies that will be used to help meet the Company’s
Net Zero ambitions as well as the delivery of the Future
Homes Standard.
>700 Zero Carbon ready homes (in operation)
completed in FY24
Delivering these homes at scale is informing our standard
house type designs, to help meet the future
homes standard.
Embedded our carbon action plan and increased use of
HVO fuel and the use of battery generators
Reduced absolute Scope 1 and 2 GHG emissions by 3%.
Developed monthly regional, divisional and Group
sustainability scorecards
Allows progress to be monitored at all levels.
Launched a waste action plan Clear instructions for how regional teams can reduce
waste on site.
Octopus Energy deal on Zero Bills ‘Zero Bills’ initiative will provide homes equipped with
cutting-edge green technology, such as heat pumps, solar
panels and batteries, that guarantees no energy costs for 10
years. We will roll this out on several developments.
Hydrogen telehandler trial on site in the Midlands Working with our supply chain to help test innovative
technology to meet Net Zero targets.
Launched an internal design guide in collaboration with
the Bat Conservation Trust
Emphasises best practice principles that foster collaborative
working and maximise benefits for wildlife and people.
Completed an annual review of our double
materiality assessment
Ensures our approach is focused on the most important
sustainability issues.
Included sustainability and social value into our new
‘life of site’ process
To give guidance to regional teams and ensure a
consistent approach.
Published our first stand-alone sustainability report Provides more detail on our approach and progress
during the year.
Facilitated training workshops with the Supply Chain
Sustainability School and developed a Vistry focused
Introduction to Sustainability training module.
To help upskill our people and our supply chain.
The table below presents a selection of key sustainability highlights achieved throughout the year. Each highlight is accompanied
by a brief explanation, providing context on its significance and impact. These achievements reflect our ongoing commitment to
sustainability and our progress toward long-term sustainability goals.
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Vistry Group PLC
SUSTAINABILITY OVERSIGHT AND ULTIMATE DECISION MAKING
BOARD AND COMMITTEES
OVERSIGHT AND MONITORING
EXECUTIVE LEADERSHIP TEAM
DECISION MAKING
SUSTAINABILITY COMMITTEE
DELIVERY
BUSINESS IMPROVEMENT GROUP
REGIONAL BOARDS
REGIONAL SUSTAINABILITY LEADS
How our sustainability
pillars work
2
OUR APPROACH TO SUSTAINABILITY
PURPOSE AND STRATEGY
Our purpose as a responsible developer is to
work in partnership to deliver sustainable
homes, communities and social value.
Sustainability is an integral part of how
Vistry operates. As the largest developer of
affordable homes, building one in six
across the country in 2024, delivering social
value is a core part of our offer.
As a responsible developer, we want
our strategic partnerships to
create sustainable homes, vibrant
communities, and lasting social value.
Our sustainability strategy is
deeply integrated into our core
partnerships-led strategy.
This integration underscores
its critical importance to our
long-term goals and the needs
of all our stakeholders.
Read more about the targets for each key
sustainability issue in our online Sustainability Report
www.vistrygroup.co.uk/sustainable-approach/policies-
and-publications.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
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41
SUSTAINABILITY REPORT
continued
CREATING PLACES PEOPLE LOVE
MANAGING CLIMATE & RESOURCES
ENERGY & GHG EMISSIONS WASTE & RESOURCE EFFICIENCY SUSTAINABLE & LOW CARBON HOUSING
Working to be a Net Zero
organisation by 2040 and
improving operational processes.
Manage and reduce waste in line
with the waste hierarchy and
embracing circular economy principles.
Reducing the environmental impact of
the materials we use in our operations.
Designing and delivering house
types that minimise Greenhouse
Gas (GHG) emissions, running costs
and the environmental impact.
The use of modern methods of
construction (MMC).
BUILDING COMMUNITIES
SOCIAL VALUE &
COMMUNITY IMPACT
AFFORDABLE HOMES BIODIVERSITY PLACEMAKING
By placing people and communities at the heart of our
decision-making process, we build sustainable communities
that last and flourish.
To ensure that everyone’s needs remain central, we follow
the Vistry ‘Building Communities’ approach on every project;
from master-planning and design, through to building
and aftercare, working closely with communities and
stakeholders throughout the development journey.
OUR PEOPLE
DIVERSITY, EQUITY & INCLUSION HEALTH, SAFETY & WELLBEING
TALENT ATTRACTION,
DEVELOPMENT & RETENTION
Ensuring we continue to create an
inclusive environment where our
people can thrive, develop and
excel in what they do.
Prioritising the health and safety of
our employees and subcontractors in
everything we do.
Attract, develop and retain the
best people; making Vistry a great
place to work.
GOVERNANCE
Effective governance is critical to the success of our
sustainability strategy. The Board has responsibility for
sustainability, and delivery of the sustainability strategy is
delegated to the Sustainability Committee.
Supporting our Sustainability strategy are our supporting
policy documents, covering health and safety, the
environment, ethics and conduct, equal opportunities
and whistleblowing. All are reviewed and communicated
annually and are available on our website.
Sustainability Committee
The objective of the Sustainability Committee is to make
recommendations to the Executive Leadership Team
relating to the effective implementation of our sustainability
strategy and our performance against targets.
The Sustainability Committee meets at least three times per
year and addresses issues including:
• Social value and community impact.
• Biodiversity, energy and Greenhouse Gas emissions.
• Modern slavery, next generation sustainability benchmark
membership, sustainable and low carbon homes.
By making sustainability a business as usual priority, we have
embedded sustainability decision-making into our life of
site process. This includes a sustainability action plan ensuring
that accountability is assigned through each stage of a project
lifecycle; such as commitments made in bids or specific
partner requirements.
SUSTAINABI LITY STRATEGY
Our sustainability strategy lays strong foundations for delivering on our commitments through our three core priority areas:
Climate & Resources, Building Communities and Our People. A description of each key sustainability issue is included in the
table below.
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Vistry Group PLC
Board environmental and sustainability skills
Overall responsibility for sustainability rests with the Board.
Using an interactive questionnaire, we assessed the Board’s
environmental and sustainability knowledge and we are
confident that the Board is sufficiently competent in
these areas.
Areas of Board focus during 2024 have included modern
slavery, innovation and carbon reduction.
Materiality and how it informs our approach
to sustainability
Our sustainability strategy is focused on the issues that
are most relevant to the Group and its key stakeholders.
These issues were highlighted following a double materiality
assessment carried out during the prior year and updated
during 2024 as part of an internal review.
The review was aligned to the Corporate Sustainability
Reporting Directive (CSRD) and International Financial
Reporting Standards (IFRS) best practice standards.
We completed risk analysis against existing and newly
announced legislation and planning policy and used this
to rank issues based on the severity of risks and scale of
opportunity. We have reviewed competitor approaches to
ESG and identified opportunities to differentiate Vistry’s
strategy to prioritise issues. A workshop was held in
2024 with various internal stakeholders to inform
materiality ranking.
We found that social value, placemaking, sustainable and
low carbon homes and biodiversity have moved up the
scale of materiality. Social value has been rated within the
top 10 of highly material issues. In response to this, we have
introduced social value action planning into our life of site
process to help embed it into every project. We have also
developed the ability to report social value at a project level.
We will now be able to share the social value return on
investment with our partners.
For more information on our Double Materiality
Assessment see our Sustainability Report::
www.vistrygroup.co.uk/sustainable-approach/policies-
and-publications.
Risks and opportunities
We recognise that strategic risks and opportunities arise
from sustainability issues and sustainability is included as a
principal risk.
We are preparing to disclose sustainability risks and
opportunity in more detail in future reports, in line with
expected forthcoming reporting guidelines.
More information, including how we mitigate sustainability
risks and opportunities can be read on page 72.
ETHICAL AND RESPONSIBLE BUSINESS
Modern Slavery
We recognise that modern slavery can occur in the
construction industry. We operate an Anti-Slavery and Human
Trafficking Policy, which outlines our zero-tolerance approach
to modern slavery and human trafficking and supports our
efforts to combat modern slavery.
Our people are required to complete a dedicated modern
slavery awareness training, which provides guidance on
understanding modern slavery in the construction industry,
how to spot the signs of modern slavery together with
contact details for relevant agencies and details of our Speak
Up hotline.
Our Speak Up hotline, is operated by an independent third
party, Ethics Point, and can be used by employees to report
suspected wrong-doing.
Vistry has an external
partnership with Supply Chain
Sustainability School and is a
member of the Modern Slavery
Engagement Programme, which
aims to increase awareness and
provide guidance and training to our
supply chain. We have also pledged
our commitment to the Gangmasters
and Labour Abuse Authority Construction
Protocol.
Our supply chain onboarding process ensures that our
suppliers and subcontractors confirm compliance with the
Modern Slavery Act, provide details of their own modern
slavery policies and are aware of our modern slavery
commitments and expectations.
In FY25 we will review our strategy to ensure
it reflects the changes in material issues.
In FY25 we will establish a committee to
focus solely on modern slavery.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
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43
Ethical Code of Conduct
Our Ethical Code of Conduct Policy (Code) was updated in
January 2025 and outlines our commitment to high ethical
and moral standards and the responsibility framework we
have embedded to deliver our standards and appropriate
behaviours. The responsibility framework is delivered through
this Code and the supporting policies which set out the
Company’s approach to anti-bribery and corruption,
anti-fraud, anti-money laundering, equal opportunities
and whistleblowing.
Supply Chain Engagement
We recognise that everyone plays a part in making the
sustainability strategy successful. We collaborate with our
supply chain to improve sustainability performance and
support these stakeholders, ensuring they have the knowledge
and skills to contribute to a sustainable industry. Our primary
way to achieve this, is through the Supply Chain Sustainability
School. In partnership with the school, we have facilitated
workshops for our supply chain to introduce the school and
promote value.
ASSURANCE AND REPORTING
Assurance of sustainability data
The Group engaged DNV Business Assurance Services UK
Limited (DNV) to undertake independent limited assurance
of our 2024 sustainability data. The assurance engagement
was conducted in line with the International Standard on
Assurance Engagements 3000. DNV’s full Assurance Statement
and supplemental information and the full list of our reporting
criteria, together with definitions and methodologies can
be found in the Basis of Reporting section of our online
Sustainability Report.
www.vistrygroup.co.uk/sustainable-approach/policies-
and-publications.
The following table outlines the metrics within scope of
limited assurance:
METRIC
Total Scope 1 GHG emissions (natural gas, biomass,
company cars, leased vans, and fuel utilised for
operations) (tCO2e).
Total Scope 2 GHG emissions (purchased electricity)
location based (tCO2e).
Scope 1 and 2 (location-based) GHG emissions intensity
(tCO2e per 100m2 of legally completed build area).
Energy (Scope 1 and 2) (MWh).
Scope 3 GHG emissions - Category 3 fuel and energy
related activities (tCO2e).
Scope 3 GHG emissions - Category 6 business travel and
private vehicles (tCO2e).
Scope 3 GHG emissions - Category 11 use of sold products
- Regulated (tCO2e).
Number of individual learners who passed through
skills academies.
Total non-hazardous construction waste produced
in tonnes.
% of non-hazardous construction waste diverted
from landfill.
Non-hazardous construction waste intensity (tonnes per
100m2 of legally completed build area).
Forthcoming regulations and reporting requirements
We are actively preparing for forthcoming anticipated changes
in reporting, such as IFRS S1 and S2 and the Taskforce for
Nature-Related Financial Reporting.
SUSTAINABILITY REPORT
continued
44
|
Vistry Group PLC
MATERIAL ISSUE
& LINK TO SDGs
DEFINITION TARGET SUSTAINABILITY KPI KPI continued PROGRESS IN 2024
PILLAR:
BUILDING
COMMUNITIES
SOCIAL VALUE
& COMMUNITY
IMPACT
The overall value
people place on changes
in their lives, not just in
terms of money.
It includes creating
local jobs, improving the
local environment and
biodiversity, and promoting
community health
and wellbeing.
We use the National
Themes, Outcomes
and Measures (TOMs)
Framework for Measuring
Social Value, developed
by the National Social
Value Taskforce.
• >300 learners passing
through skills academy
in 2025.
• Deliver £120,000 worth of
Local Social Economic Value
(LSEV) per £1m of build and
infrastructure costs each
year from 2025.
We have introduced a social value
plan into our life of site process.
This means every project has the
tools to develop a project specific
social value plan and enables us
to collaborate with partners to
develop social impact strategies
that are bespoke to the places and
communities with which we work.
2024 2023 2022
678
299
229
Number of individual learners
We have focused on refining how we capture,
measure, and communicate social value.
All active projects are now aligned under a
single data platform, allowing us to provide
clearer insights to our partners while meeting
the rising expectations for social value
contributions. Every new development can
now produce a social value impact report,
meaning we can quantify social value across
all of our new developments.
This year we have generated a total of £118m LSEV. This has been broken
down against our four social value pillars, as shown on page 55.
During 2024, 678 individual learners passed through our skills academies.
PILLAR:
BUILDING
COMMUNITIES
PLACEMAKING
Creating spaces that
people feel connected
to and enjoy being in.
When we develop our
homes, we also think
about ways to nurture
and revitalise communities.
We do this by working
with partners, who share
our goal of designing
desirable, well-connected
environments that
strengthen community
ties and lifestyles.
Implement the ‘Building for
a Healthy Life’ approach on
every new project from 2024.
From 2025, we will report the
proportion of developments
completed in the past year which
are designed to meet Building for a
Healthy Life criteria.
Building for a Healthy Life (BfHL) is a design tool, which comprises 12
considerations to assess design quality. It is England’s most widely known
and used design tool, and ultimately seeks to create places that are better
for people and nature. It is referred to in policy and is industry-accepted
and seen as a practicable way to assess design quality. It reflects the
Government’s increased emphasis on design.
We have committed to using BfHL for all new developments, to guide
the inception of a scheme and set expectations. To enable this, we have
included BfHL in our life of site process, to ensure it is considered as early
as possible in the design process. Our life of site process launched in 2024,
and therefore, it will take some time for all completed developments to
have implemented the BfHL criteria. We look forward to reporting the
complete roll-out across all new developments in future years.
We have delayed developing an approach to post-occupancy evaluation
and have scheduled its roll-out for 2025 to align it with the launch of the
new Vistry collection.
The table below outlines progress against our three sustainability pillars. Each pillar covers key sustainability issues, relevant
UNSDGs (see key opposite) targets, key performance indicators, and a summary of progress over the year. Where applicable, links
to further reading are provided.
3
MATERIAL ISSUES AND PROGRESS IN 2024
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
45
SUSTAINABILITY REPORT
continued
MATERIAL ISSUE
& LINK TO SDGs
DEFINITION TARGET SUSTAINABILITY KPI KPI continued PROGRESS IN 2024
PILLAR:
BUILDING
COMMUNITIES
SOCIAL VALUE
& COMMUNITY
IMPACT
The overall value
people place on changes
in their lives, not just in
terms of money.
It includes creating
local jobs, improving the
local environment and
biodiversity, and promoting
community health
and wellbeing.
We use the National
Themes, Outcomes
and Measures (TOMs)
Framework for Measuring
Social Value, developed
by the National Social
Value Taskforce.
• >300 learners passing
through skills academy
in 2025.
• Deliver £120,000 worth of
Local Social Economic Value
(LSEV) per £1m of build and
infrastructure costs each
year from 2025.
We have introduced a social value
plan into our life of site process.
This means every project has the
tools to develop a project specific
social value plan and enables us
to collaborate with partners to
develop social impact strategies
that are bespoke to the places and
communities with which we work.
2024 2023 2022
678
299
229
Number of individual learners
We have focused on refining how we capture,
measure, and communicate social value.
All active projects are now aligned under a
single data platform, allowing us to provide
clearer insights to our partners while meeting
the rising expectations for social value
contributions. Every new development can
now produce a social value impact report,
meaning we can quantify social value across
all of our new developments.
This year we have generated a total of £118m LSEV. This has been broken
down against our four social value pillars, as shown on page 55.
During 2024, 678 individual learners passed through our skills academies.
PILLAR:
BUILDING
COMMUNITIES
PLACEMAKING
Creating spaces that
people feel connected
to and enjoy being in.
When we develop our
homes, we also think
about ways to nurture
and revitalise communities.
We do this by working
with partners, who share
our goal of designing
desirable, well-connected
environments that
strengthen community
ties and lifestyles.
Implement the ‘Building for
a Healthy Life’ approach on
every new project from 2024.
From 2025, we will report the
proportion of developments
completed in the past year which
are designed to meet Building for a
Healthy Life criteria.
Building for a Healthy Life (BfHL) is a design tool, which comprises 12
considerations to assess design quality. It is England’s most widely known
and used design tool, and ultimately seeks to create places that are better
for people and nature. It is referred to in policy and is industry-accepted
and seen as a practicable way to assess design quality. It reflects the
Government’s increased emphasis on design.
We have committed to using BfHL for all new developments, to guide
the inception of a scheme and set expectations. To enable this, we have
included BfHL in our life of site process, to ensure it is considered as early
as possible in the design process. Our life of site process launched in 2024,
and therefore, it will take some time for all completed developments to
have implemented the BfHL criteria. We look forward to reporting the
complete roll-out across all new developments in future years.
We have delayed developing an approach to post-occupancy evaluation
and have scheduled its roll-out for 2025 to align it with the launch of the
new Vistry collection.
The United Nations Sustainable Development Goals (SDGs) have been
developed to support global change and sustainable growth. Whilst Vistry
Group’s operations are in the United Kingdom only, we recognise that
our value chain has global reach. Our sustainability strategy is therefore
aligned with the United Nation’s sustainability agenda via the SDGs
framework. We have reviewed the 17 goals and have highlighted those
goals which most closely align to our sustainability priorities as shown in
the table below.
UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS REPORTING
3
MATERIAL ISSUES AND PROGRESS IN 2024
46
|
Vistry Group PLC
MATERIAL ISSUE
& LINK TO SDGs
DEFINITION TARGET SUSTAINABILITY KPI KPI continued PROGRESS IN 2024
PILLAR:
BUILDING
COMMUNITIES
BIODIVERSITY
Creating biodiversity
net gain and minimising
the negative impact of
our operations on
local ecosystems
and biodiversity.
A bird-nesting brick or box
installed for every new home
built, as well as hedgehog
highways, as standard on
every new development
taken through planning from
1 September 2024.
From FY25, we will report the
total number of on-site nature
enhancements against our
new target.
The Homes for Nature commitment will see a bird-nesting brick or
box installed for every new home built, as well as hedgehog highways,
as standard on every new development taken through planning from
1 September 2024. Along with 28 homebuilders (who build more than
100,000 homes a year), we have signed up for this voluntary commitment,
which represents a major step towards providing a minimum of 300,000
nesting bricks and boxes to support swift populations and many more bird
species across the country.
During the year, we introduced biodiversity net gain requirements into
our life of site process, to ensure compliance with regulations. We have
also continued our partnership with the Bat Conservation Trust (BCT)
by developing a new integrated bat box and a design guide for our
internal teams. The guide emphasises best practice principles that foster
collaborative working and maximise benefits for wildlife and people.
PILLAR:
BUILDING
COMMUNITIES
AFFORDABLE
HOMES
Affordable homes include
social rent, affordable rent,
intermediate rent, right to
shared ownership, right
to buy, rent to buy, share
ownership, first home/
discounted market sale.
We aim to deliver an
increase in additional
affordable homes beyond
policy (S106) compliance.
Achieve a year-on-year
increase in additional
affordable homes built
beyond policy requirements.
2024 2023 2022
4,371
2,470
898
Number of affordable homes
The total number of additional affordable homes in 2024 was 4,371
(2023: 2,470), achieving a year-on-year increase in affordable homes built
beyond policy requirements, in line with our target.
PILLAR:
CLIMATE
& RESOURCES
WASTE &
RESOURCES
Improving operational
processes to manage and
reduce waste in line with
the waste hierarchy and
embracing circular
economy principles.
Reducing the
environmental impact
of the materials we use
in our operations.
• Achieve waste intensity of
<6.5t/100m2 of construction
waste by 2025 and
<1.9t/100m2 by 2030.
• From 2025, divert more
than 98% of non-hazardous
construction waste
from landfill.
NON
-
HAZARDOUS
CONSTRUCTION WASTE
(TONNES PER 100M2)
2024 2023 2022
7.02 6.34 N/A
% NON-HAZARDOUS
CONSTRUCTION WASTE
DIVERTED FROM LANDFILL
2024 2023 2022
98 97 98
NON
-
HAZARDOUS
CONSTRUCTION WASTE
(TONNES PER PLOT)
2024 2023 2022
6.2 5.5 7.5
We established a working group with representatives from a variety of
disciplines to develop a waste action plan to help drive consistency in
waste management approaches across our regions.
Our selected waste management companies have supported us in
automating data reporting to improve the efficiency and robustness of
data collection. We believe this is the primary reason for our reported non-
hazardous construction waste intensity increasing to 7.02 tonnes per
100m2 from 6.34 tonnes per 100m2 (total non-hazardous construction
waste for FY24 was 106,398 tonnes).
We have worked with Community Wood Recycling to increase the reuse
of timber waste, during FY24 by:
• Rescuing 1774 tonnes from the waste stream;
• Reusing 901 tonnes of wood; and
• Creating 21 jobs and training 31 people through our use of Community
Wood Recycling.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
47
SUSTAINABILITY REPORT
continued
MATERIAL ISSUE
& LINK TO SDGs
DEFINITION TARGET SUSTAINABILITY KPI KPI continued PROGRESS IN 2024
PILLAR:
BUILDING
COMMUNITIES
BIODIVERSITY
Creating biodiversity
net gain and minimising
the negative impact of
our operations on
local ecosystems
and biodiversity.
A bird-nesting brick or box
installed for every new home
built, as well as hedgehog
highways, as standard on
every new development
taken through planning from
1 September 2024.
From FY25, we will report the
total number of on-site nature
enhancements against our
new target.
The Homes for Nature commitment will see a bird-nesting brick or
box installed for every new home built, as well as hedgehog highways,
as standard on every new development taken through planning from
1 September 2024. Along with 28 homebuilders (who build more than
100,000 homes a year), we have signed up for this voluntary commitment,
which represents a major step towards providing a minimum of 300,000
nesting bricks and boxes to support swift populations and many more bird
species across the country.
During the year, we introduced biodiversity net gain requirements into
our life of site process, to ensure compliance with regulations. We have
also continued our partnership with the Bat Conservation Trust (BCT)
by developing a new integrated bat box and a design guide for our
internal teams. The guide emphasises best practice principles that foster
collaborative working and maximise benefits for wildlife and people.
PILLAR:
BUILDING
COMMUNITIES
AFFORDABLE
HOMES
Affordable homes include
social rent, affordable rent,
intermediate rent, right to
shared ownership, right
to buy, rent to buy, share
ownership, first home/
discounted market sale.
We aim to deliver an
increase in additional
affordable homes beyond
policy (S106) compliance.
Achieve a year-on-year
increase in additional
affordable homes built
beyond policy requirements.
2024 2023 2022
4,371
2,470
898
Number of affordable homes
The total number of additional affordable homes in 2024 was 4,371
(2023: 2,470), achieving a year-on-year increase in affordable homes built
beyond policy requirements, in line with our target.
PILLAR:
CLIMATE
& RESOURCES
WASTE &
RESOURCES
Improving operational
processes to manage and
reduce waste in line with
the waste hierarchy and
embracing circular
economy principles.
Reducing the
environmental impact
of the materials we use
in our operations.
• Achieve waste intensity of
<6.5t/100m2 of construction
waste by 2025 and
<1.9t/100m2 by 2030.
• From 2025, divert more
than 98% of non-hazardous
construction waste
from landfill.
NON
-
HAZARDOUS
CONSTRUCTION WASTE
(TONNES PER 100M2)
2024 2023 2022
7.02 6.34 N/A
% NON-HAZARDOUS
CONSTRUCTION WASTE
DIVERTED FROM LANDFILL
2024 2023 2022
98 97 98
NON
-
HAZARDOUS
CONSTRUCTION WASTE
(TONNES PER PLOT)
2024 2023 2022
6.2 5.5 7.5
We established a working group with representatives from a variety of
disciplines to develop a waste action plan to help drive consistency in
waste management approaches across our regions.
Our selected waste management companies have supported us in
automating data reporting to improve the efficiency and robustness of
data collection. We believe this is the primary reason for our reported non-
hazardous construction waste intensity increasing to 7.02 tonnes per
100m2 from 6.34 tonnes per 100m2 (total non-hazardous construction
waste for FY24 was 106,398 tonnes).
We have worked with Community Wood Recycling to increase the reuse
of timber waste, during FY24 by:
• Rescuing 1774 tonnes from the waste stream;
• Reusing 901 tonnes of wood; and
• Creating 21 jobs and training 31 people through our use of Community
Wood Recycling.
48
|
Vistry Group PLC
MATERIAL ISSUE
& LINK TO SDGs
DEFINITION TARGET SUSTAINABILITY KPI PROGRESS IN 2024
PILLAR:
CLIMATE
& RESOURCES
ENERGY & GHG
EMISSIONS
Working to be
a Net Zero
organisation
by 2040 and
improving
operational
processes.
The following targets are
approved by the Science
Based Targets initiative (SBTi):
• 42% reduction in absolute
Scope 1 and 2 GHG
emissions by 2030 from a
2022 base year.
• 51.6% reduction in Scope 3
GHG emissions per m2 of
completed housing by 2030
from a 2022 base year.
• Commitment to achieve Net
Zero by 2040.
YEAR
2024 2023* 2022*
SCOPE 1
tCO2e
18,484 21,211 20,272
SCOPE 2
tCO2e
location based
6,013 4,042 3,906
SCOPE 1 & 2
tCO2e
24,498 25,252 24,178
SCOPE 1 & 2
tCO2e
(location based)
GHG emissions
intensity
(per 100m2
floor area)
1.64 1.81 1.62
ENERGY
USE MWH
138,917 118,231 123,577
* Restated following improvements in company car
mileage data. We calculate our GHG emissions
following the Greenhouse Gas Protocol.
SCOPE 1 AND 2 GHG EMISSIONS:
Absolute Scope 1 and 2 (location based) GHG emissions
have decreased by 3% compared to FY23. This is 1% above
our 2022 baseline. Whilst Scope 1 GHG emissions have
reduced, there has been an increase in Scope 2 GHG
emissions, largely due to increased plot completions as
well as stock being held by Vistry for a longer period of
time before handover to partners and customers.
During the year, we launched monthly regional
sustainability scorecards, highlighting performance
against our carbon action plan, and regional sustainability
leads are tasked with driving data and performance
improvements at a regional level.
The following actions have helped to reduce Scope 1
GHG emissions:
• 2% reduction in telehandler idling; meaning less fuel
wasted when telehandlers are not being productive.
• 95% of telehandlers have stage five engines.
• 41% of fuel use was HVO fuel, reducing GHG emissions
by over 5,000 tCO2e.
• 65% increase in the use of battery support units on
generators, reducing diesel use and saving 50 tCO2e
• Participated in a JCB hydrogen telehandler trial at our
site in Kenilworth (see page 57 for details).
PILLAR:
CLIMATE
& RESOURCES
SUSTAINABLE
& LOW
CARBON
HOUSING
Designing and
delivering house
types that
minimise GHG
emissions, running
costs and the
environmental
impact of
our homes.
The use of MMC.
• Achieve reduction in tCO2e
in new homes planned from
2025, in line with the Future
Homes Standard.
• Achieve <96L of water per
person per day in new homes
by 2030.
• Complete at least one post-
occupancy evaluation project
each year from 2024.
• Develop capacity to deliver
c. 8,000 timber frame homes
per year in our factories.
2024 2023 2022
1,274,543
1,195,930
1,099,431
Use of sold products -
Regulated (tCO2e)
• Average SAP score 86 (2023: 84).
• Average EPC rating B.
• >700 zero carbon ready homes completed during
the year.
We continue to deliver zero carbon ready homes at
scale, with >700 completed during the year. The learning
from these developments has helped to inform our new
standard house types in anticipation of the forthcoming
Future Homes Standard.
We continue to share our learning with the wider industry
through the Future Homes Hub. Our zero carbon ready
homes roadmap is included in our sustainability report,
available on our website.
During the year, we agreed to deliver ‘Zero Bill Homes’
with Octopus energy. We aim to start delivery on at least
two sites during 2025. Our standard designs for timber
frame specifications mean our factory production can
exceed a capacity of c. 8000 factory built timber frame
homes per year.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
49
SUSTAINABILITY REPORT
continued
MATERIAL ISSUE
& LINK TO SDGs
DEFINITION TARGET SUSTAINABILITY KPI PROGRESS IN 2024
PILLAR:
CLIMATE
& RESOURCES
ENERGY & GHG
EMISSIONS
Working to be
a Net Zero
organisation
by 2040 and
improving
operational
processes.
The following targets are
approved by the Science
Based Targets initiative (SBTi):
• 42% reduction in absolute
Scope 1 and 2 GHG
emissions by 2030 from a
2022 base year.
• 51.6% reduction in Scope 3
GHG emissions per m2 of
completed housing by 2030
from a 2022 base year.
• Commitment to achieve Net
Zero by 2040.
YEAR
2024 2023* 2022*
SCOPE 1
tCO2e
18,484 21,211 20,272
SCOPE 2
tCO2e
location based
6,013 4,042 3,906
SCOPE 1 & 2
tCO2e
24,498 25,252 24,178
SCOPE 1 & 2
tCO2e
(location based)
GHG emissions
intensity
(per 100m2
floor area)
1.64 1.81 1.62
ENERGY
USE MWH
138,917 118,231 123,577
* Restated following improvements in company car
mileage data. We calculate our GHG emissions
following the Greenhouse Gas Protocol.
SCOPE 1 AND 2 GHG EMISSIONS:
Absolute Scope 1 and 2 (location based) GHG emissions
have decreased by 3% compared to FY23. This is 1% above
our 2022 baseline. Whilst Scope 1 GHG emissions have
reduced, there has been an increase in Scope 2 GHG
emissions, largely due to increased plot completions as
well as stock being held by Vistry for a longer period of
time before handover to partners and customers.
During the year, we launched monthly regional
sustainability scorecards, highlighting performance
against our carbon action plan, and regional sustainability
leads are tasked with driving data and performance
improvements at a regional level.
The following actions have helped to reduce Scope 1
GHG emissions:
• 2% reduction in telehandler idling; meaning less fuel
wasted when telehandlers are not being productive.
• 95% of telehandlers have stage five engines.
• 41% of fuel use was HVO fuel, reducing GHG emissions
by over 5,000 tCO2e.
• 65% increase in the use of battery support units on
generators, reducing diesel use and saving 50 tCO2e
• Participated in a JCB hydrogen telehandler trial at our
site in Kenilworth (see page 57 for details).
PILLAR:
CLIMATE
& RESOURCES
SUSTAINABLE
& LOW
CARBON
HOUSING
Designing and
delivering house
types that
minimise GHG
emissions, running
costs and the
environmental
impact of
our homes.
The use of MMC.
• Achieve reduction in tCO2e
in new homes planned from
2025, in line with the Future
Homes Standard.
• Achieve <96L of water per
person per day in new homes
by 2030.
• Complete at least one post-
occupancy evaluation project
each year from 2024.
• Develop capacity to deliver
c. 8,000 timber frame homes
per year in our factories.
2024 2023 2022
1,274,543
1,195,930
1,099,431
Use of sold products -
Regulated (tCO2e)
• Average SAP score 86 (2023: 84).
• Average EPC rating B.
• >700 zero carbon ready homes completed during
the year.
We continue to deliver zero carbon ready homes at
scale, with >700 completed during the year. The learning
from these developments has helped to inform our new
standard house types in anticipation of the forthcoming
Future Homes Standard.
We continue to share our learning with the wider industry
through the Future Homes Hub. Our zero carbon ready
homes roadmap is included in our sustainability report,
available on our website.
During the year, we agreed to deliver ‘Zero Bill Homes’
with Octopus energy. We aim to start delivery on at least
two sites during 2025. Our standard designs for timber
frame specifications mean our factory production can
exceed a capacity of c. 8000 factory built timber frame
homes per year.
SCOPE 3 GHG EMISSIONS:
We have seen a reduction in Scope 3 GHG emissions intensity, largely due to reductions in regulated energy from our homes.
SCOPE 3 GHG EMISSIONS (tCO2e) 2024 2023 2022
Category 1 Purchased goods and services 13,079 10,238 10,784
Category 2 Capital goods 563,180 524,920 561,593
Category 3 Fuel and energy related activities 7,260 5,993* 6,308*
Category 4 Upstream T&D 84,097 78,384 83,860
Category 5 Waste generated in operations 5,632 1,546 3,435
Category 6 Business travel 2,641* 2,157* 1,352*
Category 7 Employee commuting 2,662 2,502 2,414
Category 11 Use of sold products (Regulated) 1,099,431 1,195,930 1,274,543
Category 11 Use of sold products (Un-regulated) 341,447 325,361 371,789
Category 11 Use of sold products (Refigerant) 3,014
Category 12 End of Life 62,527 58,279 62,351
Total 2,184,971 2,205,310* 2,378,430*
Intensity (tCO2e/100m2 of completed floor area) 146 158 159
* Restated following improvements in company car mileage and waste data.
10 out of 15 categories from the GHG Protocol have been included.
Other categories are not material.
50
|
Vistry Group PLC
MATERIAL ISSUE
& LINK TO SDGs
DEFINITION TARGET SUSTAINABILITY KPI PROGRESS IN 2024
PILLAR:
OUR PEOPLE
HEALTH,
SAFETY &
WELLBEING
Ensuring no harm comes to employees,
subcontractors, suppliers or others as a result
of completing business operations.
Design interventions and operations that
enhance the mental and physical health of our
customers, employees and subcontractors.
Building standards that minimise fire risk
and improve safety for our customers.
• To keep our Accident Incident Rate (AIR)
below the industry benchmark.
• We aim to consistently go above and beyond
to reduce risk in our operations to make
what is one of the most dangerous working
environments, safer for all.
2024 2023 2022
210
226
175
AIR
AIR of 210 (against construction industry benchmark of 341).
3,718 internal SHE site inspections completed.
PILLAR:
OUR PEOPLE
TALENT
ATTRACTION,
DEVELOPMENT
& RETENTION
Attracting, developing and retaining talent by
engaging employees (eg. training and career
progression). Providing fair and competitive
remuneration and benefits.
• To be an employer of choice and attract
the best talent.
• To provide careers and tailored career
development plans to retain and grow
our talent.
• Retain gold accreditation membership
with 5% Club recognising our commitment
to future talent.
2024 2023 2022
15.4
15.9
17.7
Voluntary turnover
• Awarded certification as a ‘Top Employer’ with the Top Employers Institute for third
year running.
• Retained gold accreditation membership with the ‘5% Club’ recognising our significant
contribution to the continued development of all our employees.
• Launch of the Vistry Culture Book, which highlights how to use our behaviours to
act in line with our core values of Integrity, Caring, and Quality. This culture project
is central to our ethos, ‘Do the right thing’, encouraging teams to embed these
behaviours into their daily actions and interactions.
PILLAR:
OUR PEOPLE
EQUALITY,
DIVERSITY
& INCLUSION
Promoting an inclusive and fair workplace
attracting a diverse range of employees
in terms of age, gender, ethnicity, religion,
disability, sexual orientation, education,
social economic background and national
origin, empowering all individuals to achieve
their potential.
1. Communication: Providing open and
transparent communication.
2. Engagement & Action: Making everyone feel
part of our ‘One Vistry’ approach.
3. Practices & Policies: Treating everyone fairly
and consistently.
4. Access: Creating a workplace where we all
feel welcome and able to achieve.
5. Education: Building understanding and
changing attitudes and behaviours.
Through the publication and introduction
of our Diversity and Inclusion Strategy,
we have made significant progress in
understanding our ED&I make up.
• Our November 2024 employee engagement survey rated the Diversity & Inclusion at
Vistry Group at 8.7 (0.7 above industry benchmark).
• Launch of Women in Leadership programme.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
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51
SUSTAINABILITY REPORT
continued
MATERIAL ISSUE
& LINK TO SDGs
DEFINITION TARGET SUSTAINABILITY KPI PROGRESS IN 2024
PILLAR:
OUR PEOPLE
HEALTH,
SAFETY &
WELLBEING
Ensuring no harm comes to employees,
subcontractors, suppliers or others as a result
of completing business operations.
Design interventions and operations that
enhance the mental and physical health of our
customers, employees and subcontractors.
Building standards that minimise fire risk
and improve safety for our customers.
• To keep our Accident Incident Rate (AIR)
below the industry benchmark.
• We aim to consistently go above and beyond
to reduce risk in our operations to make
what is one of the most dangerous working
environments, safer for all.
2024 2023 2022
210
226
175
AIR
AIR of 210 (against construction industry benchmark of 341).
3,718 internal SHE site inspections completed.
PILLAR:
OUR PEOPLE
TALENT
ATTRACTION,
DEVELOPMENT
& RETENTION
Attracting, developing and retaining talent by
engaging employees (eg. training and career
progression). Providing fair and competitive
remuneration and benefits.
• To be an employer of choice and attract
the best talent.
• To provide careers and tailored career
development plans to retain and grow
our talent.
• Retain gold accreditation membership
with 5% Club recognising our commitment
to future talent.
2024 2023 2022
15.4
15.9
17.7
Voluntary turnover
• Awarded certification as a ‘Top Employer’ with the Top Employers Institute for third
year running.
• Retained gold accreditation membership with the ‘5% Club’ recognising our significant
contribution to the continued development of all our employees.
• Launch of the Vistry Culture Book, which highlights how to use our behaviours to
act in line with our core values of Integrity, Caring, and Quality. This culture project
is central to our ethos, ‘Do the right thing’, encouraging teams to embed these
behaviours into their daily actions and interactions.
PILLAR:
OUR PEOPLE
EQUALITY,
DIVERSITY
& INCLUSION
Promoting an inclusive and fair workplace
attracting a diverse range of employees
in terms of age, gender, ethnicity, religion,
disability, sexual orientation, education,
social economic background and national
origin, empowering all individuals to achieve
their potential.
1. Communication: Providing open and
transparent communication.
2. Engagement & Action: Making everyone feel
part of our ‘One Vistry’ approach.
3. Practices & Policies: Treating everyone fairly
and consistently.
4. Access: Creating a workplace where we all
feel welcome and able to achieve.
5. Education: Building understanding and
changing attitudes and behaviours.
Through the publication and introduction
of our Diversity and Inclusion Strategy,
we have made significant progress in
understanding our ED&I make up.
• Our November 2024 employee engagement survey rated the Diversity & Inclusion at
Vistry Group at 8.7 (0.7 above industry benchmark).
• Launch of Women in Leadership programme.
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WHAT WE DO
Creating culture through our purpose, strategic aims, people
strategy and our values, means that every member of the
Vistry team is helping to create an inclusive environment at
work, where everyone wants to make a difference; for Vistry,
our customers, partners and each other.
As of 31 December 2024, the Group directly employed 4,586
people (2023: 4,523). This year, the total employee turnover
rate decreased to 19.99% (2023: 30.5%) and our voluntary
turnover decreased to 15.4% (2023: 15.9%).
This is reflected in our stability index which has decreased to
82.3% (2023: 89%).
Our stability index measures the percentage of employees
who have been with Vistry for more than 12 months ad reflects
workforce stability and employee retention.
We saw an increase in our employee engagement scores
during the year. Our latest engagement score in November
2024, which is measured via our Peakon surveys, was 8.2
(2023: 7.6).
AN EMPLOYER OF CHOICE
For the third year running, we achieved certification as a
‘Top Employer’ with the Top Employers Institute.
In the Inspiring Workplaces Awards, we celebrated the
following achievements:
• Securing a spot in the prestigious Global Top 100 Inspiring
Workplaces list.
• Ranking 5th in the Top 50 UK & Ireland Inspiring
Workplaces list.
• Achieving an impressive 2nd place in the Large
Companies category.
A key people initiative in 2024, was the launch of our new
behaviours, aligned with our core values of Integrity,
Caring, and Quality. This culture project is central to our ethos,
‘Do the Right Thing’, encouraging teams to embed these
behaviours into their daily actions and interactions.
In response to feedback, we have made enhancements to
our development processes to support personal growth and
career progression. In 2024, this included the introduction
of more targeted development activities designed to help
employees transition smoothly into new roles, particularly
for those preparing for promotion.
PEOPLE DEVELOPMENT
We have provided opportunities for our people to
develop and progress within the business throughout 2024.
We are committed to responsibly providing careers and
tailored career development plans to help us retain and
grow our talent.
There is a range of learning solutions, including virtual
classrooms and webinars, in-person workshops, and
bespoke team building sessions, all delivered by an in-house
development team.
‘Vistry Learn’ is our Learning Management System (LMS)
which provides all colleagues with access to comprehensive,
engaging, learning solutions, tailored to their individual needs.
The system can be accessed when working at home, in the
office or on site. During 2024:
• >48,000 e-learning courses were completed (including
mandatory training); and
• 4,808 people had completed e-learning modules online.
LEADING BETTER TOGETHER
Our leadership programmes help to support people
identified from our succession planning process to reach
their full potential.
We have continued to ensure that our senior and future
leaders are fully equipped with the expertise and skills
needed to thrive in their roles. Two cohorts totalling
30 senior leaders from across the business, attended our
bespoke Cranfield School of Management programme
during 2024. Formal feedback from attendees continues
to be extremely positive.
The Foundation for Leaders programme is aimed at those
new to people management, equipping them with the tools
needed to be effective and impactful leaders. The Building
Leaders programme provides existing leaders with extended
leadership skills, giving them the skills and confidence to
continue to thrive at Vistry. During the year, 57 people, over
four separate cohorts have participated in our two internal
leadership programmes, designed and delivered by our
People Development Partners. Again, formal feedback
from attendees has been positive with 100% of delegates
confirming that the programme had been very beneficial.
APPRENTICESHIPS
AND TRAINEE PROGRAMMES
We continue to focus on supporting our early careers and
emerging talent cohorts and encouraging the upskilling of
existing employees. In 2024, we remained committed to
supporting the professional development of our people
at Vistry. This year, we funded 324 professional memberships
for employees. Across the expanded Group, we currently have
more than 265 apprentices, trainees, and graduates, as well as
employees enhancing their skills through apprenticeships and
educational sponsorship.
We have retained our gold accreditation membership with the
5% Club. This recognises our significant contribution to the
continued development of all our employees through earn &
learn schemes such as apprenticeships, graduate schemes and
sponsored students course placements.
4
OUR PEOPLE
‘PUTTING PEOPLE AT THE HEART OF WHAT WE DO’
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53
SUSTAINABILITY REPORT
continued
DIVERSITY AND INCLUSION (D&I)
During the year, we published our Diversity and Inclusion
strategy, the focus of which covers five key areas:
1. COMMUNICATION: Providing open and transparent
communication.
2. ENGAGEMENT & ATTRACTION: Making everyone
feel part of our ‘One Vistry’ approach and valued as
an individual.
3. PRACTICES & POLICIES: Treating everyone fairly
and consistently.
4. ACCESS: Creating a workplace where all feel
welcome and able to achieve.
5. EDUCATION: Building understanding, changing
attitudes and behaviours.
We recognise the importance of continuing to build our
inclusive culture and recognise the value that all forms of
diversity bring. We build homes and communities for people
from diverse backgrounds, and we must reflect this internally.
By doing so, we will continue ‘Making Vistry’ a place to attract
and retain a diverse workforce.
Our November 2024 employee engagement survey rated
the diversity and inclusion at Vistry Group at 8.7, which is 0.7
above the industry benchmark and an improvement of 0.5
in the last 12 months. Our promoter score has increased from
54% to 66% compared to 2023.
The following are some key activities and developments
from 2024:
• 117 female promotions including ten Director roles and one
Managing Director role.
• Launch of the ‘Develop-Her’ initiative, which included four
in-person development days specifically for women in the
business, with over 160 women taking part in the programme.
• Re-launching our mentoring programme with particular focus
on encouraging senior women to become mentors.
• Launch of our Women in Leadership Programme, supporting
two cohorts of 30 women.
• We continue to monitor specific diversity and inclusion
questions in our bi-annual engagement survey.
At Vistry, we continue to build on our inclusive culture, where
all forms of diversity are recognised for the value they bring
in Making Vistry. Our four Diversity & Inclusion employee
Networks – Women’s Network, Pride Network, Race, Ethnicity
and Cultural Heritage (REACH) Network and Accessibility
Allies Network – have continued to grow and expand their
reach across the wider Group.
see our Group gender diversity table on page 54.
GENDER PAY GAP
We are pleased that the measures we have been focused on
over the last 12 months has resulted in our mean gender pay
gap for 2024 decreasing to 16.3% (2023: 18.9%) and the median
gender pay gap has decreased to 19.9% (2023: 27.5%).
We remain focused on our plans to support the closure of
these gaps, including improving the gender diversity in
senior roles.
DISABILITY
It is Vistry Group policy to give full and fair consideration to
the employment needs of disabled persons (and persons
who become disabled whilst employed by the Group) to
ensure their requirements are adequately covered and to
comply with any current legislation which safeguards
disabled persons. This includes:
• The full and fair consideration of applications for employment;
• The provision of training whilst employed; and
• Ongoing opportunities for career development
and promotion.
Our approach is supported by our Bullying and Harassment
policy which prohibits bullying, harassment or victimisation.
Vistry Group is a Disability Confident Committed employer,
which is a Government-run scheme for employers to
demonstrate their commitment to recruiting, retaining and
developing disabled persons. As part of this, we are dedicated
to carrying out the five Disability Confident commitments,
which focus on inclusivity for existing or prospective
employees with a disability.
Enhancing our e-learning, diversity training is an important
step in creating an inclusive culture by helping employees
to become aware of unconscious bias and other barriers to
diversity and inclusion.
In 2024, we launched mandatory induction training for our
managers. This includes a recruitment skills training course
focusing on eliminating unconscious bias and discrimination
from our recruitment practice. Our Best Practice Employee
Relations training provides key skills and tools to help our
managers ensure we are an inclusive employer.
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Vistry Group PLC
MENTAL HEALTH AND WELLBEING
At Vistry Group, we are dedicated to supporting our
employees’ mental health and wellbeing. Our approach is
built around the four pillars of our Wellbeing Strategy: Mental;
Physical; Financial; and Social Wellbeing.
Our internal intranet hosts a dedicated wellbeing section,
offering employees a wealth of advice, guidance, and
signposting to resources aligned with our four wellbeing
pillars. To ensure employees have access to comprehensive
support, our intranet also provides information about our
Employee Assistance Programme (EAP).
Our regional business units have welcomed the Lighthouse
Charity to their sites as part of their #MakeItVisible campaign.
This initiative aims to ensure welfare and wellbeing
support is visible on every construction site, helping to
break down barriers and increase awareness of the support
pathways available.
We have a network of over 130 trained volunteer mental
health first aiders, providing vital support to colleagues
in need.
We have further expanded our support offerings through
a partnership with Fertility Matters at Work (FMAW).
This collaboration is guiding us toward achieving a fertility-
friendly accreditation and has led to the creation of our
Fertility Friends Network. This network provides tailored
support for employees navigating fertility challenges,
seamlessly integrating with our broader mental health
and wellbeing strategy for a truly holistic approach to
employee care.
Our SHE (Safety, Health & Environment) team recently
took part in ‘Stop. Make a Change’, the only nationwide
campaign of its kind in UK construction, in which companies
temporarily cease work for a short period to participate in
sessions aimed at improving the health, safety and wellbeing
of everyone working in the sector.
Through these comprehensive initiatives, Vistry Group
continues to champion a workplace culture where health and
wellbeing is prioritised, stigma is reduced, and employees are
empowered to thrive.
SAFETY, HEALTH & ENVIRONMENTAL (SHE)
During 2024, we carried out 3,718 internal SHE site
inspections (2023: 3,928). The Group compliance target is
76% and we achieved 86%. We remain committed to keeping
our people safe and continually drive improvement through
training, information and new technology. During the year,
we delivered 109 internal SHE related training courses
and workshops. We have installed artificial intelligence
cameras to our fleet of telehandlers. The cameras identify
the presence of human form within the exclusion zone
parameters, alerting the driver immediately and reducing
the risk of a pedestrian accident. In 2025, we are enhancing
our current drug & alcohol policy to include random testing
for all of our workforce and mandatory testing for all
Plant Operators.
ACCIDENT INCIDENT RATE (AIR)
Whilst it is difficult to mitigate risk completely, we believe
injuries are avoidable. We work tirelessly to maintain
excellent standards across our sites, making them safer for
our workforce. These standards help us to maintain an AIR
below the construction industry benchmark.
Vistry started the year with an AIR of 179, which was already
significantly below the Health and Safety Executive (HSE)
construction industry benchmark of 341 and we finished the
year on 210.
Utility strikes (also known as service strikes) continue to
be an industry concern and remain a focal point for Vistry.
Our Service Strike Incident Rate (SSIR) at the end of 2024
decreased to 342 compared to the previous year (2023: 349).
Health and safety performance across a rolling 12 month
period at the end of December 2024:
2024 2023
AIR 210 175
SSIR 342 349
AIR and SSIR calculations in this table are based on number
of reportable accidents divided by average number of people
on site x 100,000.
ROLE FEMALE # MALE # TOTAL # FEMALE % MALE %
Non-Executive Directors
1
4 3 7 57% 43%
Executive Leadership Team (ELT)
2
1 6 7 14% 86%
Senior management
3
14 25 39 36% 64%
Other employees 1,515 3,019 4,534 33% 67%
TOTAL 1,534 3,053 4,587 33% 67%
GROUP GENDER DIVERSITY
1
Non-Executive Directors, CEO and CFO make up the Board.
2
The ELT is the first layer of management below the Board and for the purpose of this table, includes the CEO and CFO.
3
Senior management is comprised of senior managers who report directly to members of the ELT.
The data within this table is correct as at 31 December 2024.
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55
THEME DESCRIPTION LSEV
EMPLOYMENT SKILLS & OPPORTUNITIES
Contribute to local economic growth, improving
employment prospects for local people.
£114,664,932
COMMUNITY ENGAGEMENT
Invest in diverse and inclusive community networks, leveraging
our skills and expertise.
£978,707
HEALTH & WELLBEING
Have a positive impact on the mental and physical health of
communities and employees, reducing health inequalities.
£267,009
ENVIRONMENTAL WELLBEING
Build a resilient community that unlocks growth in the green
economy, regenerates ecosystems and enables people to
interact with the natural world.
£2,521,701
As part of our Skills Academy model, we are proud
to collaborate with Building Heroes to deliver
impactful training programs tailored to the armed
forces community.
This partnership underscores our commitment to supporting
military personnel as they transition to civilian life.
Through this initiative, we aim to create opportunities, build
confidence, and pave pathways for meaningful careers.
Our partnership has resulted in the establishment of three
Building Heroes Skills Academies, where we have supported
over 260 learners to date. These academies offer a Level
1 City & Guilds Diploma in Construction Skills, equipping
participants with a wide array of construction trades.
The skills and qualifications acquired through the program
have empowered learners to explore new career pathways.
Notably throughout 2024:
100 Learners have transitioned into employment.
27 learners have entered the construction industry, leveraging
their newly acquired skills to build successful careers.
£3.97m of social value has been generated across the three
academies, reinforcing the impact beyond just employment
and skills.
This initiative exemplifies our dedication to fostering
professional growth and facilitating meaningful career
transitions for veterans and armed forces personnel.
4
SUSTAINABILITY IN ACTION
PILLAR: BUILDING COMMUNITIES
SOCIAL VALUE:
Beyond economic factors,
this encompasses the
broader societal benefits or
costs of a project.
LOCAL ECONOMIC VALUE:
This focuses on the direct
economic contributions
to a local area, such as job
creation and local spending.
LOCAL SOCIAL
ECONOMIC VALUE:
This combines both local
economic value and social
value, considering the overall
impact on a community.
TRANSFORMING LIVES: THE BUILDING HEROES SKILLS ACADEMIES
LOCAL SOCIAL ECONOMIC VALUE (LSEV):
100
learners have
transitioned into
employment
27
learners have
entered the
construction
industry
£3.97m
of social
value
generated
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Vistry Group PLC
SUPPORTING NATURE THROUGH ON
-
SITE MEASURES: BAT RIDGE
Bats are known for being an indicator species. For example, a reduction or increase in the population of
important species correlates with biodiversity levels.
Vistry Group, and the Bat Conservation Trust (BCT),
will be using a bat box, known as a ‘ridge roost’ to
undertake a monitoring programme over the next year
to observe the patterns and habits of bats within the
area of a new development site. Detailed hedgerow
and natural habitat features can be considered and
enhanced to improve the urban environment as a
combined ecological approach to biodiversity net gain
for all inhabitants.
Testing of the product was paramount to the BCT due to
the appropriateness of a polymer-based roost with the
inherent thermal and abrasion properties. Development
of the product took due consideration of the thermal
stability of the roost habitat through testing at Reading
University and Manthorpe, resulting in sandwiching the
inner habitat in insulation to smooth the extremes of
temperature fluctuations.
Priority was taken to enhance the texture of the
habitat through climbing grooves and a rougher surface
to the recycled polymer for increased manoeuvrability
for the bats within the roost. Several prototypes were
made to test the shape and surface using real bats to
tailor the design.
The bat ridge is pre-fabricated and has a distinctive
shape. it is unobtrusive and subtle so the visual impact
is limited. It provides roost locations for small bats,
such as the Common Pipistrelles; the most abundant
bat in the country.
RECORD BREAKER! £686,072 raised for charity
We broke our charity fundraising record. We wanted to raise £300,000 for the Soldiers’,
Sailors’ & Airmen’s Families Association (SSAFA), but more than doubled our target!
The armed forces charity provides welfare, health and support services for the UK
military’s serving personnel, veterans and their families. Our people held various events
throughout the year and took on challenges to raise a staggering £686,072.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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57
SUSTAINABILITY REPORT
continued
PILLAR: CLIMATE AND RESOURCES
WATER READY ROADMAP
We fully support the Future Homes Hub’s ‘Water Ready’
roadmap published in 2024 and our new ‘Vistry Collection’
house types are designed to achieve a water consumption
target of under 100 litres of water per person, per day via a
fittings approach that balances good user experience with
efficiency. We continue to work with our supply chain to
improve and meet stringent water targets.
50
tonnes of
carbon saved
160,000
litres of fuel use
avoided
SPEEDY HIRE BATTERY SUPPORT UNITS
We work with our supply chain to test and roll-out
sustainability initiatives. Speedy Hire is a key partner to
help us decarbonise our operations by 2040.
We use a wide range of their sustainable products as part of
our standard site set-up, including Speedy Hire’s battery
storage solutions, which help us to reduce the use of diesel
in power generation. The solution works by using generators
during peak demand, with battery storage taking over during
off-peak hours, while the intelligent management system
continuously optimises energy distribution to essential systems.
Together, we have promoted the benefits of battery storage
units on our generators, and during the second half of the year,
we saved 50 tonnes of carbon and avoided the use of around
160,000 litres of fuel.
VISTRY INNOVATION CENTRE
More than 1,200 visitors have been through the
doors of the Vistry Innovation Centre (VIC).
The VIC is a unique, sector-leading facility
incorporating cutting-edge technologies that will be
used to help meet the Company’s Net Zero ambitions
as well as delivering the Future Homes Standard.
Our innovation network tests products to evaluate
their place in future specifications. These products
could improve energy efficiency, enhance smart
homes, address skills shortages, reduce GHG emissions
and improve resilience to climate change whilst also
improving speed of the build.
More than
1,200
visitors
HYDROGEN TELEHANDLER
Vistry teamed up with JCB for one of the first on-
site evaluations of its hydrogen-powered Loadall
telescopic handler which was trialled on a project
in Kenilworth.
The hydrogen Loadall was put through its paces
performing essential tasks, such as loading bricks
onto scaffolding, lifting roof trusses, and handling
roof tiles. The machine has been designed to be a
direct replacement for a diesel model, delivering the
same performance and productivity, while offering a
zero-emission solution.
Net Zero is incredibly important to us at Vistry.
There is significant impact from diesel on building sites,
so it’s important to have some solutions to help reduce
emissions from plant, equipment and generators.
Using hydrogen to power machines means zero
emissions from the tailpipe. We can bring hydrogen
to site to refuel the telehandler and keep it running
throughout the day and keep pace with the site.
When we start on site there often isn’t any electricity
so recharging batteries can be really challenging.
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PILLAR: OUR PEOPLE
BESPOKE PROGRAMMES AND OFFERINGS
In 2024, we introduced a Women in Leadership
programme. and supported 45 women through it.
In addition to learning, building confidence and adopting
growth mindset, participants were assigned a life coach.
Many have also taken the opportunity to join the Vistry
Mentoring Programme.
The Vistry Mentoring programme itself was re-launched
at the start of 2024 and to date, has seen 41 new mentors
trained in total, with 82 new mentees also having formally
completed their training.
With support from the Women’s Network, 160 women
took part in our ‘Develop-Her’ initiative, which included
four in-person development days in four locations across
the country: Birmingham, London, Manchester and Bristol.
Topics included conscious leadership, building confidence
and transactional analysis with internal networking and
external inspirational speakers.
We have launched a new development programme for
colleagues with a military connection or those managing
veterans or reservists. The three-day veteran engagement
course, delivered by experienced ex-military facilitators,
focuses on developing personal and professional skills,
including wellbeing, teamwork, resilience, and leadership.
The programme aims to support career progression, skill
development, and networking opportunities for military-
linked colleagues, whilst highlighting Vistry’s commitment
to the armed forces community. The programme has
generated positive feedback with 100% of attendees stating
that they felt closer to other veterans. The Armed Forces
Networking Event at Vistry provided workshops focused on
growth, celebration, and development, bringing together
employees with connections to the armed forces. The event
included a personal resilience workshop, a session by SSAFA
on fundraising for 2024, and a collaborative discussion on
creating an ex-armed forces trainee program to foster an
inclusive environment.
VISTRY PLUS SKILLS ACADEMY
Vistry is dedicated to addressing skills shortages and
reducing unemployment through targeted support in
employment, skills development, and job opportunities.
Since launching our Vistry Plus Skills Academies (VPSA) in
2017, we have delivered pre-employment training nationwide,
successfully preparing over 678 individuals for roles within Vistry
and our supply chain.
This initiative includes specialised training at our three Building
Heroes Skills Academies, which focus on supporting armed
forces veterans as they transition into civilian employment.
Our Vistry Plus Skills Academy continues to empower individuals
through targeted training and development programs. In 2024,
we achieved the following milestones:
Trained
678
individuals
in construction-
related skills
Delivered
9,083
of training days
Supported
149
veterans through
Building Heroes
Academies
4
new
academies
launched
9
3
academies
were up and
running with
dedicated to
supporting
veterans
2
1
award
finalists and
award winner
for our
partnership
with Building
Heroes
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59
TCFD
RECOMMENDATION OUR DISCLOSURE
Describe the Board’s
oversight of climate
related risks and
opportunities.
The Board has overall responsibility for the oversight of sustainability and
climate change. Helen Owers, Non-Executive Director, is a member of the
Sustainability Committee. The Board receives quarterly updates on sustainability
and climate change performance against KPI’s.
The Sustainability Committee supports the Board in the governance of
sustainability and climate change and, in FY24 was chaired by the Chief
Operating Officer. The role of Committee Chair has now transferred to
the Chief Commercial Officer. The objective of the Committee is to make
recommendations to the ELT relating to the effective implementation of the
sustainability strategy and performance against targets. The Committee met
three times during FY24 and membership includes a Non-Executive Director.
The Audit and Risk Committee considers sustainability and climate change as a
principal risk, and the Remuneration Committee includes performance against
climate change KPI’s as part of Executive remuneration.
The Board completed a self-assessment of environmental and sustainability
competency. It was determined the sustainability experience of the Board is
sufficient. It was determined there were no immediate training needs, however
this will be reviewed on an ongoing basis through annual self-assessment.
Flow charts
illustrating
climate change
governance are
shown on pages
40 and 59.
Our Board skills
matrix is on
page 104.
Describe
management’s role
in assessing and
managing climate
related risks and
opportunities.
During FY24, the Chief Operating Officer had Executive responsibility for
sustainability and climate change. This responsibility has now transferred to
the Chief Commercial Officer for FY25. The Group Commercial Director has
day-to-day management responsibility. Executive remuneration is linked to
performance against Scope 1 and 2 climate change targets and a revolving credit
facility.
Regional Managing Directors are responsible for ensuring their regions meet
sustainability and climate change targets. Each region has an appointed
Sustainability Lead to help drive progress at a regional level. To support this,
monthly scorecards were issued showing performance against climate change
targets at regional, divisional and Group level. During FY25, the scorecards will
become part of regional Board packs.
A Sustainability Business Improvement Group was formed during FY24 to
determine how to embed sustainability and climate change requirements into
the life of site process.
Everyone in the Group has access to a sustainability and climate change
training modules on our Learning Management System and regular Group-wide
communications help to keep them up to date.
More
information
on the climate
change link to
remuneration
can be found on
page 128.
PLC BOARD
ELT
REGIONAL BOARDS
BUSINESS IMPROVEMENT
GROUP BOARD
MODERN SLAVERY
COMMITTEE
SUSTAINABLITY LEADS
SUSTAINABILITY BUSINESS
IMPROVEMENT GROUP
SUSTAINABILITY
COMMITTEE
TASK FORCE ON CLIMATE
-
RELATED FINANCIAL DISCLOSURES (TCFD)
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TCFD
RECOMMENDATION OUR DISCLOSURE
Describe the
climate related risks
and opportunities
identified over the
short, medium, and
long term.
The impacts of climate change on the Group may result in both physical and
transitional risks and opportunities. Physical risks stem from changes in the natural
environment, such as heat stress or windstorms. In contrast, transition risks
(which can also bring opportunities) emerge because of the shift towards a low-
carbon economy. These transition risks can be further classified into policy and
legal, technology, market, and reputational risks.
An updated climate change risk and opportunities assessment was completed in
FY24. This was completed to build on the work previously undertaken.
The assessment considered three different time horizons: Short term (2025-2026);
Medium term (2027-2030); and Long term (2031-2050).
The individual risks and opportunities set out below are not determined to be
material, as defined by our Enterprise Risk Model (ERM). However, the cumulative
impact of these and the wider climate and sustainability-related risk is sufficiently
material for inclusion as a Group principal risk.
See Principal
Risks on
page 72.
TRANSITION RISK AND OPPORTUNITY
OUR APPROACH
A structured approach was adopted to identify and evaluate risk exposures derived
from transition risk, that relied upon scenario analysis and follows guidance issued
by the UK Government around climate-related Financial Disclosure, as well as
original guidance from the TCFD.
The two scenarios used for the analysis align with projections to keep global
warming below +1.5°C (‘Low Emission Scenario’) and +2-3°C above pre-industrial
temperatures by the end of the century (‘Intermediate Emission Scenario’).
A high emission scenario was not considered for transition risk as in such a
scenario little or no transtion response would be expected.
Transition risk exposure was assessed on a short-term time horizon of 2025-2026
and a medium-term time horizon of 2027-2030 with impacts assessed as an
annualised amount. Transition risks were not assessed in the long term, due to
difficulty in building assumptions around the direction of policy out to 2050
or beyond.
Potential transition risks were identified using our previous disclosures and desktop
research. The transition risks were assessed against impact, likelihood and time
horizon criteria, each aligned to our ERM scales. Eight interviews were held, with
internal subject matter experts. The interviews aimed to assess the level of risk
and opportunity exposure to a collection of 13 transition risk drivers under four
categories: Policy & Legal, Technology, Market and Reputation.
Climate
change
risks and
opportunities
are also
shown in
the table
on pages
64 to 65.
SUMMARY OF FINDINGS
In the short term (2026), risk exposure is driven mostly by technology risks, where
costs to transition to lower-emission technology and the risk of a shortage of skills
to install/maintain new technology are the main drivers. A particular concern is the
ability of the UK national grid to deliver sufficient electricity capacity to power new
lower carbon homes, incurring direct costs and project delays.
There are low-moderate, short-term market opportunities in differentiating and
harnessing the increased focus of partners on low carbon innovation. In addtion,
there are opportunities to obtain preferential cost of debt rates as lenders introduce
sustainability criteria as part debt financing.
In the medium term (2030), technology and market risks persist. These include the
risk to supply of inputs and raw materials, driven by supply chain issues for new low-
carbon technology and/or materials. Market opportunity, meanwhile, is expected
to dry up as the market adjusts and catches up with demand. In contrast, wider
reputational risks/opportunities are expected to emerge in the medium term.
Policy and legal risks are limited in the short term, whilst they emerge as low under
a 1.5°C scenario by 2030. Exposure is the same or lower under a 2-3°C scenario,
except for the risk of a lack of consistency in local planning requirements. This risk is
anticipated to be higher due to the slower development of national requirements.
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TCFD
RECOMMENDATION OUR DISCLOSURE
PHYSICAL RISKS AND OPPORTUNITIES
OUR APPROACH
The methodology used to assess both chronic and acute physical climate risks is
outlined below.
EXPOSURE ANALYSIS
This assessment uses an asset-by-asset exposure analysis for various climate hazards
across three scenarios. It covers our development pipeline, factories, and timber
supply chain. Assets in hazard-prone areas are considered exposed, with severity
defining the exposure level. The financial exposure equals the full asset value in
high-intensity hazard zones.
CLIMATE DATA
Data sources include insurance industry databases, climate models, and
IPCC research.
Climate scenarios are based on IPCC AR5’s RCPs, mapped to AR6’s SSPs, informing
risk identification.
Climate risks are assessed using:
- Independent consultant tools
- MunichRe hazard databases
- Environment Agency data
- UKCP18, CCRA, and IPCC research.
VALUE AT RISK
Financial impact (asset value at risk) has been assessed in conjunction with our
ERM scales of impact and likelihood. Acute and chronic perils have been analysed
separately, with acute perils (flooding and windstorm) assessed using probabilistic
climate modelling, and chronic perils (heat and drought stress) considered via
transmission channels of impact.
ACUTE PERILS
For acute perils, average annual losses have been calculated to estimate the gross
yearly financial impact of climate risks. Similarly, bad, severe and extreme year events
(events with 2% - 0.1% annual probability) have been calculated to provide a view
of adverse scenarios. These events incur a higher financial impact but have a much
lower likelihood of occurrence – considered ‘Rare’ or ‘Unlikely’ according to our
ERM scales.
CHRONIC PERILS
Due to the nature of Vistry’s operations and the limitation in available data, the
impacts of heat and drought risk have been evaluated qualitatively following the
three main areas of pre-development, construction, and completion.
SUMMARY OF FINDINGS
We found that overall, physical risk exposure under all three scenarios up to 2030,
was generally very low to low, with the exception of windstorms, which is moderate
across pipeline developments and the timber supply chain. These risks are mitigated
by our operational procedures and diversity of timber suppliers.
Up to 2050, under all scenarios, the climate models show the risk of windstorms
does not increase. However, under a high emissions scenario, the impact of flooding
increased to moderate. We mitigate this risk through our land appraisals. The risk
from drought also increases to moderate in 2050, which could lead to increased
water efficiency requirements in homes. We mitigate this risk through our water
efficiency target within our sustainability strategy. Projections for the high
scenario show that climate change will increase subsidence susceptibility in 2050.
Our existing development processes would mitigate this risk.
TCFD
continued
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Describe the impact of
climate-related risks and
opportunities on the
businesses, strategy, and
financial planning.
DECARBONISATION PLAN
In 2021, we launched our Net Zero homes roadmap to support a swift transition
to a decarbonised economy and society by 2030. The roadmap demonstrates
how we will meet our climate targets and has been developed into a transition
plan, which can be read on our website.
A key part of our preparations for the future, include testing innovative
products in our Vistry Innovation Centre (VIC).
PARTNERSHIPS WORK
We’re delivering zero carbon ready homes at scale with our partners, with >700
homes completed during FY24. This is providing us with learning opportunities
to ensure we are prepared for forthcoming regulations and enables us to
accurately forecast and account for increased costs.
LAND ACQUISITION AND DEVELOPMENTS
Our sustainability approach ensures we evaluate the long-term climate change
adaptation and mitigation risks of the land we acquire. This includes the
forecasting of transition risks, such as increased building costs associated with
high expected energy efficiency levels and lower embodied carbon, through
timber frame construction, and physical risks such as flood risk.
HIGH EMISSIONS SCENARIO > 4°C
• Emissions follow the IPCC SSP5-RCP8.5 scenario, which is associated with >+4°C temperature rise from
pre-industrial times by the end of the century.
• Low transition risk in the short and long term as the world fails to transition to a low carbon economy.
• Physical risks become increasingly frequent and severe in the long term.
INTERMEDIATE EMISSIONS SCENARIO 2-3°C
• Emissions follow the IPCC SSP2-RCP4.5 scenario, which is associated with 2-3°C temperature rise from pre-
industrial times by the end of the century.
• Moderate transition risk in the short and long term as the world fails to transition to a low carbon economy.
• Physical risks become increasingly frequent and severe in the long term but less so than in the high Greenhouse
Gas emission scenario.
LOW EMISSIONS SCENARIO ~1.5°C
• Emissions follow the IPCC SSP1-RCP1.9/2.6 scenario, which is associated with ~1.5°C temperature rise from
pre-industrial times by the end of the century.
• Scenario assumes stringent carbon taxation, stricter building codes and public and private investment in low
emission technologies.
• High transition risk in the short term associated with aggressive mitigation actions to reduce emissions.
• As a result of the transition, physical risks are less severe and somewhat similar to the current climate.
TCFD
RECOMMENDATION OUR DISCLOSURE
STRATEGY
Describe the resilience
of the strategy, taking
into consideration
different climate-related
scenarios, including a 2°C
or lower scenario.
SCENARIO ANALYSIS
We stress-tested the resilience of our strategy in three scenarios, as shown
below. During FY24, for the first time, this included an additional focus on our
timber supply chain. We concluded that our strategy is resilient under the three
scenarios, partly due to the mitigations already in place.
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TCFD
RECOMMENDATION OUR DISCLOSURE
FINANCIAL PLANNING
We have designed and are delivering new house types to meet forthcoming
regulations, incurring costs that are expensed and pricing into our site cost
valuation reports (CVRs) the future costs of implementing new technologies.
The cost of meeting these regulations is also being factored into our
land acquisition appraisals, our impairment testing for goodwill and our
viability assessments.
While incurring costs to meet the new regulations will impact site-wide
margins and our gross margin, our ability to manage and reduce such costs
will give us a competitive edge when purchasing land that requires plots to
be built to the new standards.
Physical risks and their potential financial impact are not determined to
impact profitability under current forecasts. These will be regularly reviewed
and the current cost assessment, which takes account of input from
independent experts, will be refined as confidence in the future increases.
Given the level of impact, there is no provisioning for their cost in our
financial statements, but we do use these insights to stress test our current
supply chain and potential new methods of construction, as well as using
them to re-affirm our commitment to our carbon reduction targets.
Describe the processes for
identifying and assessing
climate-related risks.
RISK MANAGEMENT
The Board oversees risk management and determines the Group’s overall
risk profile and appetite for risk, including sustainability and climate change
risk, in achieving its strategy. Our principal risks are identified and managed
through a bottom-up and top-down approach that covers the entirety
of the Group. This approach to risk management ensures we capture risk
quickly to identify anything material impacting the potential success of
our programmes, factories, major and special projects across our regional
businesses and wider operations. To do this we use common systems and
practices with a clear methodology and rules for escalation.
The Risk Oversight Committee supports the Board in the management of
risk and reports to the Board on its assessment of the effectiveness of the
Group’s risk management and internal control processes during the year.
The day-to day management of risk is delegated to our regional
and divisional teams, with the Risk Oversight Committee providing
independent assessment and consolidation for the co-ordination of the
Group’s risk management efforts.
Describe the processes
for managing climate-
related risks.
As part of its annual strategic review, the Board considers the Group’s
five-year financial plan, the core assumptions underpinning this plan and
how the current economic, regulatory and sustainability environment may
impact this plan. The climate change impacts in relation to the plan are
those related to pricing the cost of climate change.
Describe how processes for
identifying, assessing, and
managing climate-related
risks are integrated into
overall risk management.
Climate risks were identified through a series of one-to-one interviews held
with senior management, facilitated by external consultants. Risks were
then assessed using the Group enterprise risk model and used to inform the
quantification of climate change as a principal risk.
Disclose the metrics used
to assess climate related
risks and opportunities in
line with strategy and risk
management process.
METRICS AND TARGETS
These are explained in detail in our online Sustainability Report on our
website and in our forthcoming Transition Plan.
See page 48
for Scope 1,2
and 3 targets.
Disclose Scope 1, Scope 2,
and, if appropriate,
Scope 3 GHG emissions,
and the related risks.
Our Scope 1, 2 and 3 GHG emissions and historical data is set out on page 48. Our basis of
reporting can
be read on
our website.
TCFD
continued
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Vistry Group PLC
CLIMATE CHANGE RISK AND OPPORTUNITIES:
RISK DESCRIPTION
RISK RATING
(AFTER MITIGATIONS)
LINK TO
METRICS AND
TARGETS,
OR MORE
INFORMATION
2026 2030
1.5°C 2.3°C 1.5°C 2
-
3°C
PRICING OF GHG
EMISSIONS
Captures the risk from the introduction
of policy-imposed carbon pricing.
As proxy, the risk assumes a carbon tax
is levied relating to Vistry’s total annual
Scope 1 and 2 carbon emissions across
its managed assets.
This is based
on GHG
emissions
as shown on
page 48.
INCREASING CLIMATE
-
RELATED REGULATORY
REQUIREMENTS
Refers to the increased cost of
complying with more onerous
climate-related regulations and
minimum standards.
Our Transition
Plan will be
published
in 2025.
BUILDING CODE
REGULATIONS
Refers to the cost of complying with
current and emerging minimum
building regulations.
See page 62 for
more detail.
CLIMATE RISK LITIGATION Covers the risk of litigation claims being
brought against Vistry for issues such
as overstating environmental benefits
of activities (greenwashing) and/or
failing to comply with stated emissions
reduction targets.
Our Transition
Plan will be
published
in 2025.
LOCAL PLANNING
APPROVAL REQUIREMENTS
Local planning authorities often
have bespoke requirements on
sustainability/ climate mitigation driven
by the differing political sentiment.
This leads to a lack of consistency
between local requirements,
introducing heightened risk of Vistry
being denied planning approval.
COSTS TO TRANSITION
TO LOWER EMISSION
TECHNOLOGY
This risk was assessed in the context
of costs to introduce lower emission
technology and comply with national
regulation regarding specifications for
Vistry’s homes, as well as electricity
supply risk, driven by increased
electrification to deliver lower
carbon homes.
See Financial
Planning on
page 63.
SHORTAGE OF SKILLS TO
DELIVER LOWER EMISSION
TECHNOLOGY
Vistry faces the risk of both green
skills shortages as well as a green
skills gaps, which could incur both a
loss of revenue due to the inability
to deliver against demand, as well as
potential costs to rectify incorrectly
installed technology.
See Vistry Plus
Skills Academy
on page 58.
SHIFT IN PARTNER VALUES Reflects changes in the expectations
and priorities of Vistry’s partners in line
with their own ESG and sustainability
objectives and shifting market and/
or political sentiment. This is assessed
from the perspective of opportunity.
This is
considered in
Principal Risks
on page 72
NO RISK
VERY LOW
LOW
MODERATE
HIGH
UNQUANTIFIED
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65
TCFD
continued
RISK DESCRIPTION
RISK RATING
(AFTER MITIGATIONS)
LINK TO
METRICS AND
TARGETS,
OR MORE
INFORMATION
2026 2030
1.5°C 2.3°C 1.5°C 2
-
3°C
COST OF CAPITAL
Refers to the impact of changing
sentiment from investors around
sustainability on the cost of capital.
Cost of equity is difficult to predict
and so the cost of debt has been used
as a proxy for risk exposure.
COST OF CAPITAL
(OPPORTUNITY)
EMISSIONS OFFSET
Assumes demand for carbon offsets
will increase costs to offset emissions
and increase reputational risks.
Our Transition
Plan will be
published
in 2025.
COST AND SUPPLY OF
INPUTS & RAW MATERIALS
Reflects potential increases in
cost of materials as a result of
transition e.g. carbon pricing impact
on supply chain. Also considers the
risk to supply of inputs and raw
materials, noting the move to ‘greener
alternatives’ and newer technology.
See summary
of findings on
page 60.
INVESTMENT RISK
It is assumed under both scenarios
there will be increased scrutiny
around businesses’ mitigation of
(and vulnerability to) climate change.
Vistry’s reputation on climate change
will likely increasingly influence the
perceptions and actions of investors
(4a), and employees (4b), posing risks
and/or opportunities.
Our Transition
Plan will be
published
in 2025.
EMPLOYEE RISK
EMPLOYEE OPPORTUNITY
RISK
RISK RATING
(AFTER MITIGATIONS)
LINK TO
METRICS AND
TARGETS,
OR MORE
INFORMATION
2026 2030 2050
CURRENT
CLIMATE
1.5°C 2
-
3°C 4°C 1.5°C 2
-
3°C 4°C
HEAT STRESS
See physical
risks and
opportunities
on page 61.
FIRE
DROUGHT
FLOODING
WINDSTORM
SUBSIDENCE
RISK OPPORTUNITY
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NON
-
FINANCIAL AND SUSTAINABILITY INFORMATION STATEMENT
The information below details our approach in relation to key non-financial and sustainability matters, including environmental and
climate related matters required pursuant to Section 414CA and 414CB of the Companies Act 2006. The table provides information on
the disclosures required to be incorporated within this statement and such information is incorporated by cross reference.
REPORTING
REQUIREMENTS RELEVANT POLICIES WHICH GUIDE OUR APPROACH
WHERE TO FIND
MORE INFORMATION PRINCIPAL RISKS
EMPLOYEES Diversity & Inclusion policy: We are committed to build and maintain an
inclusive culture and diverse workforce, which we believe to be essential to
the long-term success of the business.
Health, safety and welfare policy: We strive to effectively manage the health,
safety and welfare of our employees, workplaces and others affected by
our operations.
Ethical code of conduct policy: We are committed to high ethical and
moral standards and have created a responsibility framework to deliver our
standards and appropriate behaviours.
Employee privacy policy*: Our approach to protecting the privacy
of all our stakeholders including how we use, collect and store personal data.
91 Purpose, values
and culture
98 Stakeholder
engagement
122 Remuneration report
52 Our people
52 Health & Safety
5
COMMUNITY
AND SOCIAL
Climate change policy: Our approach to mitigating climate change risks
associated with the homes and communities we build, whilst at the same
time reducing the greenhouse gas emissions associated with our operations.
Environment policy: Our approach to managing our environmental
performance to optimise the impact of our business processes on the
natural environment and the community at large.
Vulnerable customer policy: Our approach to ensure that we consider any
reasonable steps that may be taken to ensure that all customers are treated
fairly and deliver a positive outcome for the customer.
Sustainability policy: We recognise that our operations and supply chain
impact the environment and we are committed to minimising this through
our systems, which aim to prevent pollution, enhance biodiversity, reduce
waste and promote efficient use of energy, water and resources.
18 Our strategy and
business model
91 Purpose, values
and culture
59 TCFD
55 Social impact
98 Stakeholder
engagement
8
HUMAN RIGHTS Anti-slavery & human trafficking policy: We are committed to acting ethically
and with integrity in all our business dealings and relationships to ensure
modern slavery is not taking place anywhere in our own business or in any of
our supply chains.
Diversity & Inclusion policy
Employee privacy policy*
91 Purpose values
and culture
42 Modern slavery
5
ANTI-CORRUPTION
& ANTI-BRIBERY
Anti-bribery and corruption policy: Our approach to the prevention of
bribery and corruption from taking place and the reporting of any such
events and their rigorous investigation.
Anti-fraud policy: Our procedures in place reduce the likelihood of fraud
and we are committed to the prevention, detection, investigation and
reporting or any fraud.
Anti-money laundering policy: We have procedures in place designed to
prevent money laundering from taking place and are committed to the
prevention, detection and reporting of any such events.
Speak up policy: We operate processes to encourage employees to speak up
about suspected wrongdoing.
42 Ethics
5
ENVIRONMENTAL,
CLIMATE &
SUSTAINABILITY
DISCLOSURES
Environment policy
Sustainability policy
Climate change policy
38 Sustainability report
59 TCFD (including
requirement
s414CB(2A).
43 GHG emissions
48 Net Zero targets
NON-FINANCIAL
KPIS
21 Quality scores
22 Number of new
homes completed
21 Employee satisfaction
21 HBF scores
21 Health and safety
22 GHG emissions
22 Non-hazardous waste
BUSINESS MODEL 18
Policy statements for each of the policies (except where noted by exception) are published externally and may be found at
www.vistrygroup.co.uk/sustainableapproach/policies-and-publications.
*Not published externally. The full policy is available to all employees on the Vistry Group intranet site
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67
Greenwich Millennium Village, Eastern Counties
Collingtree Park, Northampton
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
VISTRY
GROUP
RISK MANAGEMENT
As the UK’s leading mixed tenure partnership housing provider, we are proud to be delivering some of the
biggest and most complicated housing projects. Working with our highly valued partners, we face a range of
risks and uncertainties that could impact the vital role we have in addressing the country's need for affordable
housing. Therefore, our culture and day-to-day management of risk is integral to everything we do.
DIVISIONAL LEADERSHIP TEAM
• Provide regional assessment & critical challenge over operational risk
• Responsible for decision making and Group escalation when tolerance
levels exceed regional materiality limits
OVERALL ASSESSMENT
The issues identified in the second half of 2024 have highlighted
that, although our enterprise risk management process is robust,
we cannot provide absolute assurance and some risks are more
sensitive to a rapidly changing market, programme delivery and
operational oversight. It is now known that some of the controls
within the South Division were found not to be operating
effectively, and therefore increased emphasis has been placed
upon the monitoring and early detection of associated risks, with
new processes and controls subsequently implemented.
The Board is therefore satisfied and has approved the robust
assessment of the Group’s principal and emerging risks.
Risk profiles are within tolerance, and there is sufficient
monitoring and mitigation to overcome the reported risks and
issues identified during the year. Due to the changing internal
and external environment, continued reassessment will take
place to ensure processes, controls and management attention
adapt in line with these risks as they evolve.
RISK GOVERNANCE AND RESPONSIBILITY
On behalf of the Board, the Audit Committee provides
oversight of both our risk management framework and internal
controls monitoring.
This includes final assessment of our principal, emerging
and watch list risks and the level to which further review and
attention is required to ensure the process supports and protects
our Group strategy and Partnerships focused operating model.
The ELT is accountable for identifying, evaluating and managing
principal risks, supported by the Risk Oversight Committee
(the RO Committee). The RO Committee is made up of
representatives from all parts of the Group and on a rotational
basis, Non-Executive Director are invited to participate so there
is appropriate transparency and challenge during the meeting
and assessment process.
Oversight of our specific operational programme-based risks
is delegated to each of our regional businesses and is the
responsibility of the respective management team, supported
by our divisional leadership team. There are clear reporting and
escalation requirements so that material operational risks are
flagged and themes can be evaluated quickly by our Group team.
Similarly, manufacturing risks from within Vistry Works are
managed by the three Vistry Works factory Managing Directors
with similar reporting and escalation requirements to that of
regional businesses.
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ELT
• Reviews and responds to operational risks
• Approves mitigation strategies and
allocates resources to address
emerging issues
• Acts as the escalation point for new
emerging issues and material risks
REGIONAL MDS & REGIONAL
BOARDS
• Sets local objectives, manages the
allocation of local resources to deliver
operational targets
• Oversight and management of
individual and collective project risks
BOARD/AUDIT COMMITTEE
• Provides challenge and assessment of principal and emerging risks
• Determine prioritisation of risk, resource allocation and subsequent mitigation
• Ensure appropriate risk culture is embedded throughout the organisation
• The Board reviews the effectiveness of internal controls within the risk
management framework
RISK OVERSIGHT COMMITTEE
• Supports the ELT by validating and
challenging the impact and likelihood
of principal risks
• Ensures appropriate risk culture
is embedded throughout
the organisation
MAJOR PROJECTS, STRATEGIC
LAND, VISTRY WORKS &
JOINT VENTURES
• Sets national objectives, manages the
allocation of national resource to
deliver operational targets
• Oversight and management of
individual and collective project risks
BUSINESS
OPERATIONS
GROUP FUNCTIONS/
GROUP COMMITTEES
Define, review and reassess
controls for the Group
and regions to ensure risks
are mitigated.
INTERNAL AUDIT
AND RISK
Supports the Audit
Committee in reviewing
the risk and control
framework and
management of
operational and
principal risks.
ASSURANCE
PROVIDERS
MANAGING OUR RISKS
Our principal risks are identified and managed through a
bottom-up and top-down approach that covers the entirety of
the Group.
This approach to risk management ensures we capture risk
quickly to identify anything material impacting the potential
success of our programmes, factories, major and special
projects across our regional businesses and wider operations.
To do this we use common systems and practices with a
clear methodology and rules for escalation, supported by
our executive and divisional chairs who maintain regional
engagement and scrutinise operational performance.
The Group continues to ensure that the reporting of risk
is aligned to our culture of ‘Speak Up’, ensuring there is an
additional safeguard for our people to report concerns,
should our systems fail in capturing present known threats.
Throughout the year, there is regular communication setting
out how our people and stakeholders can report risk,
supported by both the ELT and the Audit Committee.
RISK APPETITE
The Board is ultimately responsible for aligning the risk
appetite of the Group with our strategic objectives, taking into
account the emerging and Principal Risks. Risk appetites for
each principal risk were assessed during the year by both the
RO Committee and the board, ensuring appropriate levels of
mitigation and focus for each risk area.
RISK CONTEXT
Establishing the context and having a clear understanding
of the environment in which we operate is critical.
The impact of each principal risk on the Group is considered
across a number of different categories including financial,
reputational, operational, safety, health and environment
and ESG. Each principal risk is then allocated a risk appetite
rating which reflects the amount of risk the Group is
prepared to accept to achieve its strategic objectives.
This approach helps us better understand how we should
treat the risk most effectively and to provide the right level of
oversight and assurance.
Executive risk owners are then accountable for confirming
adequate controls are operating, and that strategies are in
place to bring the risk within acceptable tolerance levels.
We assess the movement of risks through the Risk Oversight
(RO) Committee, and the Internal Audit & Risk team support
this process and undertake in-depth reviews through the
internal audit plan in response to any movements or concerns.
During the year, the RO Committee continued to assess all of
our principal risks and to review new threats that may now
need to be considered, alongside how our risk appetite for
each risk may have changed.
This review considered not just whether the risk would have
more or less of an impact upon our Group, but also whether
there were any immediate threats as part of the partnership
model that required urgent attention. As part of this process,
the change risk, which was a separate principal risk in the
previous year, has been consolidated within People and Talent.
The partnership strategy, common platforms and processes are
now more consistent and largely implemented, with the focus
now on ensuring our people adopt and embed these new ways
of working.
Overall, the Committee were satisfied there is sufficient
understanding of the risks and the profile of threats associated
with the strategy, alongside what needed to be reflected within
our risk management processes in relation to the issues within
the second half of 2024.
HEAT MAP
Medium Medium to high HighLow
Impact
1
2
3
4
5
6
7
8
10
11
Likelihood
9
Risk type: financial (F), reputational (R), operational (O), safety, health and environment (SHE) and ESG (ESG)
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Principal risk Type
1
Project delivery and
contractual exposure
F
2
Economic and sales environment F
3
Supply chain O
4
Land and planning O, F
5
People and talent
F, R,O,
ESG
6
ESG ESG
7
Liquidity and funding F
8
Customer service R, O
9
Legislation and building safety
F, R, O,
ESG
10
Technology resilience and
future change
F,R,O
11
Safety, health and environment
SHE
OUR PRINCIPAL RISKS
The following lists, in order of priority, the principal risks that could impact the Group’s performance
and strategy, together with an overview of the steps we are taking to manage and mitigate such risks.
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
1. PROJECT
DELIVERY AND
CONTRACTUAL
EXPOSURE
Failure to achieve our build
construction and build-
cost targets leading to
either a reduced margin,
contractual penalties, or
disputes with our partners.
Failure to continue or
restart operations due to a
major unexpected incident
or event out of our control,
such as a natural disaster,
global pandemic or UK
epidemic, or disruption to
national infrastructure.
Risk owner:
Executive Chair /
CEO Partnerships &
Regeneration
INCREASED
• The cost increases identified in the South
division during 2024 heightened the
requirement to scrutinise cost forecasting
and control through the life of site of
our programmes.
• Group restructuring has led to changes
amongst the ELT and divisional teams,
therefore some heightened risk during
a period of familiarisation of new
operational remits.
• The continued transition to a Partnerships
model creates greater reliance on fixed
revenue, therefore cost forecasting control
over the life of our programmes is of
increased importance.
• During 2024 a number of agreements
with partners took longer to conclude
and fell outside of the expected financial
reporting period.
EMERGING FACTORS:
• The increased cost associated to employer's
National Insurance amongst our supply chain
could lead to cost inflation or insolvency risk.
• Two new Executive Chair roles form part of
the ELT and better connect operations to the
leadership team.
• Increased resource within both our division
and central teams to scrutinise life of site
cost forecasting as a direct response to the
findings of the independent review. See Audit
Committee Report page 113.
• Monthly build and cost forecasting processes
presented through the ELT as part of the
oversight of regional performance.
• Our commercial and finance IT systems
embed a standardised set of Group processes
to ensure conformity across our build
programme.
• Closely monitor build performance and
delivery against plan including regular on site
visits from the ELT.
• Robust land viability process and a strategic
land function that enables tailor made
opportunities to be realised to maximise the
partner-led mixed tenure approach.
• A disaster recovery and business continuity
event was held with our corporate insurers
and members of our ELT to help prepare and
for unforeseen events.
2. ECONOMIC
AND SALES
ENVIRONMENT
A failure to anticipate
and respond to any UK
economic decline brought
about by uncertainty, loss
of consumer confidence,
higher interest rates and
increasing unemployment,
leading to decreased
affordability, reduced
demand for housing and
falling house prices.
Risk owner:
Executive Chair / CEO
Partnerships & Regeneration
UNCHANGED
• Whilst our partners continue to invest
in affordable housing, we are mindful
of any restriction to available capital or
reluctance to invest until market certainty
returns, as well as rising costs to remediate
and de-carbonise existing social housing
restricting available capital.
• The thresholds for stamp duty change from
1 April 2025 leading to some caution in the
private housing market, although mortgage
costs are lower than in previous years leading
to an expectation of modest house price
growth.
EMERGING FACTORS:
• Changes to stamp duty could lead to market
demand as potential buyers rush to invest
before changes comes into effect.
• The UK Government’s 1.5m homes pledge
creates both opportunity and challenges
with increased pressure on suppliers and
materials, but also the likely removal of
restrictions and planning constraints to
support speed of build.
• Leading capability as the UK’s major
Partnerships business provides significant
resilience to the cyclical nature of the
housing market. This is underpinned by
a high and sustained level of demand for
affordable housing, supported by strong
brands and relationships with the largest
affordable housing providers.
• Our greater proportion of Partner Funded
sales locks in an increased fixed sales
revenue that is not impacted by short-term
fluctuations of market prices.
• Whilst there is a reduced reliance on private
sales, there is ongoing monitoring of lead
housing market indicators, notably prospects,
sales rates and price achieved, and a review at
each monthly ELT meeting.
• Monthly forecasting processes control
investment and commitment of costs, and
careful management of work in progress
capital investment to mitigate against short-
term economic change.
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
3. SUPPLY CHAIN
A failure to adequately
respond to shortages or
increased costs of materials
and skilled labour, or the
failure of a key supplier
in the current economic
environment, may lead to
increased costs and delays
in construction services.
Risk owner:
Chief Commercial Officer
UNCHANGED
• Our partnerships strategy provides a greater
certainty for future work for our supply chain
partners compared with other housebuilders,
providing greater certainty for Vistry and our
suppliers over the immediate-term.
• We recognise there remains pressure on availability
of raw materials, with unplanned delays that
continue to hinder our completion rates and
build profile.
• Our people are placed under significant pressure,
particularly at key periods during the year, whilst
trying to manage customer expectations in the
event of unforeseen build delays.
EMERGING FACTORS:
• A rising level of supplier insolvencies and
further geo-political events could lead to
unforeseen supply chain blockages and delays.
• The UK Government’s 1.5m homes pledge may lead
to supply chain shortages across the industry.
• Increased and regular supply chain
engagement at both a regional and
Group level to better understand
live issues impacting supply.
• Development of long-term supplier
and subcontractor partnerships
based upon increased scale and
targets have been fixed in advance,
usually for a period of 12-months.
• Centralised sourcing of the majority
of the Group’s requirements
from within the UK, including
subcontractor materials, ensuring
reduced import risks, economies of
scale and improved relationships
with key trades and suppliers.
• Regular assessment of supplier
pricing adjustments to cost to
complete forecasts help highlight
and manage risks. Consideration
is also given as to the level of cost
increases that can be reflected
within future sales prices or
negotiated into land purchase prices.
4. LAND AND
PLANNING
Lack of development
opportunities due to
difficulties in sourcing
land or obtaining
planning approval.
In addition, churn of
Government policy changes
that distract Councils from
delivering local plans and
planning permissions.
A failure to bring through
a sufficient pipeline of
strategic and consented
land could also affect
future growth.
Risk owner:
Executive Chair / Chief
Strategy Officer
UNCHANGED
• The Group is channelling investment into a
Partnerships land bank to deliver growth in line with
its strategy and medium-term targets, therefore
the profile of this risk has continued to evolve
as we increase the nature of capital light land
requirements and the further conversion of land
assets from the previous Housebuilding division.
• Our model enables us to operate with a shorter
land bank (target of <4 years) than traditional
housebuilders. To maximise flexibility and capital
efficiency, an increasing proportion of the land
bank will be controlled through exchanged
land or development agreements rather than
owned by the Group.
EMERGING FACTORS:
• The UK Government’s 1.5m homes pledge will likely
prioritise both the build rate of new homes and the
proportion of affordable homes, whilst supporting
the removal of planning restrictions, particularly
within the green belt. How quickly these reforms will
be realised will impact the risk profile.
• Legislative changes by the new Government
including the Planning and Infrastructure Bill
and English Devolution Bill as well as updates
to National Planning Policy adds risk in terms of
additional costs and processes for all developers,
whilst also ensuring affordability and affordable
homes are maximised within any development.
• Robust land appraisal and
assessment process prior to formal
Vistry involvement.
• Robust viability process and a
strategic land function that enables
tailor made opportunities to be
realised to maximise the partner-led
mixed tenure approach.
• Monitoring of new Government
legislation and policy changes
to inform land assessments and
purchase terms.
• Close working relationship with
partners, housing associations and
public bodies to ensure we remain
the developer of choice for large
regeneration and social housing
opportunities.
• Flexible operating model enabling
a mix of pipeline opportunities
including Partner Funded, mixed
tenure or joint venture.
• Ambition is to deliver 25% of our
land bank through our strategic land
team, helping the company identify
sites with better inherent value and
scale, which is better suited to our
partnership model.
OUR PRINCIPAL RISKS
continued
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
5. PEOPLE AND
TALENT
An inability to attract, develop
or retain good people.
In addition, a failure to
understand and respond to
new skills required to meet
our unique Partnerships
strategy, or to meet the
requirements of the changing
pace of technology and
customer expectations.
Risk owner:
Chief People Officer &
General Counsel
INCREASED
• Despite the operational issues experienced
during the second half of the year, our
most recent engagement questionnaire
highlighted above industry standard
engagement, with an increase in our
engagement score to 8.2 (8.1 in June 2024).
• Ongoing head count reduction and
organisational change will impact our
people and whilst this is being carefully
governed, there remains a risk of unsettled
or disengaged employees.
• As part of the response to the issues
from the South Division, we operate a
much simplified leadership hierarchy.
This is enabling faster decision-making
and removing blockers for our people.
EMERGING FACTORS:
• UK construction workloads on the rise
whilst labour, finance and material shortages
continue to create frustration for people
who may consider leaving the industry.
In addition, opportunities for construction
workers to move overseas are becoming
more common, particularly in countries
with relatively low tax and high wages.
• Monitoring employee satisfaction through
the Group Peakon survey. See pages 98
to 99.
• Prioritised engagement and communication
across key employee issues including
diversity & inclusion, sustainability and
mental health and wellbeing.
• Measurement of key indicators, including
churn, diversity and stability index, and
regular reporting to the ELT and Board
to ensure we are trending positively and
responding to employee impacting issues.
• In person ELT road shows across the UK
to explain the strategy, trading updates
and the future of our Group, allowing all
employees to ask any question through an
anonymous system for full transparency.
• Vistry Group is accredited as a Real Living
Wage employer and our response to the
cost of living crisis and recent salary reviews
prioritised the lower paid.
6. ESG
A failure to actively
demonstrate to our
partners and stakeholders
the already significant
ESG contribution the
Group is making to society.
This would include a failure
to achieve our pathway to
Net Zero carbon targets,
a failure to promote the
contribution we are making
to the UK housing crisis,
and a failure the meet
the levels of interest and
reporting requirements
from Government,
Investors, customers
and clients.
Risk owner:
Chief Commercial Officer
UNCHANGED
• Our strategy embeds the Group as the
leading provider of affordable mixed
tenure homes, meaning we are at
the forefront of addressing the UK
housing crisis. This increases the
importance of meeting our targets, as
well as communicating this purpose to
all stakeholder groups.
• As a Partnerships business, maintaining
our ESG credentials have become more
critical in securing funding for projects
supported by social housing providers,
local authorities, and investors.
EMERGING FACTORS:
• The Government's 1.5m homes target may
increase the pressure on our supply-chain
to deliver both the volumes of homes,
but also the availability of efficient smart or
ESG compatible components, hampering
our performance towards stated targets.
• A Sustainability Committee oversees
the business’ response to all matters of
ESG and climate response. This includes
participation of a Non-Executive Director,
members of the ELT, alongside a cross-
functional representation from across
the business.
• Delivery of a refreshed sustainability
strategy, informed by a materiality
assessment and stakeholder engagement,
approved by the Sustainability Committee,
including target setting and performance
metrics. Progress against targets are
regularly reported to the ELT and Board.
• Signatory to the Business Ambition
for 1.5°C and have approved science-
based targets.
• Ongoing assessment against the road map
to deliver zero carbon ready homes and
delivery of a carbon action plan to reduce
Scope 1 and Scope 2 emissions.
• Disclosures consistent with the TCFD
recommendations. See pages 59 to 66.
• Testing innovative products to help
inform future house type designs in the
Vistry Innovation Centre with a dedicated
technical innovation team following a
robust new product introduction process.
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OUR PRINCIPAL RISKS
continued
RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
7. LIQUIDITY AND
FUNDING
A failure to generate enough
liquidity to manage short-
term and long-term funding
or investment requirements.
A failure to manage liquidity
requirements impacts
preparedness for potential
changes in economic
environment and ability
to take advantage of
appropriate land buying or
investment opportunities
to help deliver improved
financial performance.
Risk owner:
Chief Financial Officer
INCREASED
• Interest rates have only reduced marginally
over the last 12 months and, whilst the cost
of borrowing is relatively high, the Group
continues to generate sufficient reserves
to meet covenants and working capital
requirements. The benefits of our capital
light Partnerships model will lead to an
improvement in our cash position and
therefore supports a continued reduction
in net debt, although this will be tempered
in the short term by the challenging market
conditions for Open Market sales and
deferred partnership led transactions.
• Closing year end net debt was higher
than expected at £180.7m due to the
deterioration in trading performance
through Q4 2024, which has increased
both the net interest costs, and a reduction
in our available funding position.
• The monthly working capital cycle has
become more exaggerated than in previous
years, with larger in-month swings than
in previous years due to the timing of
payments and receipts.
EMERGING FACTORS:
• Uncertainty regarding the likelihood of
future interest rate cuts making it more
difficult for the group to raise finance, or our
partners to fund land buying opportunities.
• Vistry operates a centralised treasury
function which is responsible for managing
liquidity, interest and cash forecasting
processes. Rigorous procedures are in place
to assess both cash and work in progress,
with continual monitoring by the ELT.
• As set out as part of our scenario testing,
we have opportunities to reduce our
building programming and subsequent
work in progress requirements, defer land
purchases or reduce overheads to respond
to any reduction in available liquidity.
• The Board reviews the Group's capital
allocation policy on a regular basis.
• As the Group’s current finance facilities
mature in H2 2026 and H1 2027, a
refinancing exercise will be undertaken
in early 2025. Relationships with lenders
remains positive, with active dialogues in
relation to refinancing already underway.
8. CUSTOMER
SERVICE
A failure to deliver product
quality and service standards
that meet our customers’
expectations (both private
customers and large-scale
partners) or fall short of the
standards expected from
supervisory bodies.
Risk owner:
CEO Partnerships &
Regeneration
UNCHANGED
• Quality standards remain at the heart of
our business, and we are proud that the
Group continues to hold 5-star accredited
builder status. There remains a risk that
supply chain or build programming issues
could impact our ability to undertake
remedial work and/or slow the move
in process.
• Compliance with the New Homes
Quality Code (NHQC) was obtained during
2024, increasing the number of customer
check-points and required disclosure, with
some associated risk should the Group fail
to comply.
EMERGING FACTORS:
• Increase volumes of shared ownership
and bulk transactions will change the way
the Group services customers and the
communication channels and
subsequent obligations, which will
require careful management.
• All homes built are subject to external
provider building control inspections.
• Regular quality inspections undertaken
by build employees, sales employees, and
regional directors.
• CRM system that puts customers in control
when raising issues and communicating
with customer care teams.
• Standardised customer journey that
operates across the Group together with
mechanisms and controls that report key
metrics and will comply with the NHCQ.
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
9. LEGISLATION AND
BUILDING SAFETY
An inability to fulfil regulatory
planning, building, environmental
and technical requirements for
new homes and communities.
In addition, the threat of new
unquantified liabilities from past
developments becoming material.
Risk owner:
Chief Strategy Officer / Chief
People Officer & General Counsel
INCREASED
• We are a signatory of the Remediation
Developer Contract with the UK Government
and therefore are committed to supporting
leaseholders by funding or remediating
fire safety work in buildings over 11 metres
tall where we were the original developer.
The Group also continues to receive claims
from building owners where we acted as
contractor and build safety defects have
been identified. As investigations continue,
there have been updates to the scope of
works leading to an increase in our provision
by £117.1m.
• Interpretation of recent Habitat Regulations
is resulting in planning delays associated
with nutrient neutrality, water neutrality and
recreational pressure on protected sites,
and further continued work is required to
mitigate against future delays.
EMERGING FACTORS:
• The final report from the Grenfell inquiry
was published during the year and
contains 58 recommendations of relevance.
The Government may consider introducing
stronger regulation in UK construction,
including fire safety and evacuation
proposals and a deadline for commencing
and completing fire safety works.
These changes could increase costs or
lead to further increase to our current
provision for remediation works.
• Group Head of Design and Technical
oversees home build standards
ensuring a standardised approach to
our homes where appropriate.
• The Group has reviewed all buildings
over 11 metres tall where it was the
developer to understand the fire safety
risk and potential liability. A provision
has been made for the expected
costs of any remedial works that may
be required. Ongoing assessment
continues based on the latest
Government position and legislative
changes, which has led to an increase
in our provision.
• A central planning and policy team
supports the entirety of our Group
providing support in interpreting
planning and Government policy
legislation and coordinating responses
to forthcoming change.
• We have a proactive approach to
environment and habitat and measure
performance indications in relation
to diversity, environment and new
gain requirements. In addition, we
have existing and newly formed
relationships with wildlife organisations
and conservation trusts.
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OUR PRINCIPAL RISKS
continued
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RISK & LINK TO STRATEGY RISK MOVEMENT MITIGATION
10. TECHNOLOGY
RESILIENCE AND
FUTURE CHANGE
An inability to protect our IT
estate, systems and infrastructure
and people from hostile or
fraudulent attacks.
An inability to adapt to the pace
of technological change by failing
to embrace new intelligence or
capability, or adapt our systems
and processes to fully deliver
expected improvements across
our Group.
Risk owner:
Chief Financial Officer
UNCHANGED
• The pace of change in relation to
new technologies, and in particular
Artificial Intelligence (AI) presents both
opportunities and threats for the Group.
Should we fail to safeguard the Group
from malicious use of AI, or adapt
our systems, processes and policies
to leverage and support effective
use of AI, we could fail to achieve
expected benefits.
• The Group uses common platforms and
the level of standardisation is increasing
as we align systems and processes to
execute the exclusive partnership strategy.
Our reliance on a smaller number of
Group-wide IT systems could impact
operations should any of these systems
fail, become obsolete or be subject to a
cyber attack.
EMERGING FACTORS:
• Further unanticipated geo-political events
could lead to new external cyber threats
aimed at a national level or towards
individual entities.
• Regular training, communicated and
simulated phishing attacks to ensure
our people remain vigilant to cyber
related risk.
• An IT Governance Committee exists to
monitor technology and behaviour and
to ensure sufficient investment and
continued progress in the identification
and resolution of threats.
• Cyber insurance policy in place
and a close working relationship
with our corporate insurer who
provides simulated scenario events
to ensure we have sufficient disaster
recovery processes.
11. SAFETY, HEALTH
AND ENVIRONMENT
A loss of trust in the Group’s
ability to build communities
safely and in an environmentally
responsible way.
Preventable accidents that harm
people, communities, or the
environment.
Risk owner:
Chief Commercial Officer
UNCHANGED
• Our unified Group-wide SHE system
continues to support a single set of
processes across the Group.
• Review and consider health and safety
issues at every meeting of the Board,
ELT, and Operational Leadership
Team meetings.
• Dedicated SHE Director and team,
supported by independent third party
providers undertaking site and office
visits and regular audits.
• Best practice shared across the Group.
ISO 45001, ISO 14001 and ISO 9001
Management Systems in place.
The assessment has been made using a period of five years
commencing on 1 January 2025. The average life cycle of our
developments falls within this time period and this aligns with
the timeframe focused on for the Group's strategic financial
plan, which is updated annually and reviewed by the Board.
The early years of the financial plan are prepared in detail
based on the development of our existing land bank and
expected market, economic and regulatory conditions.
There is inherently more uncertainty in the later years of the
plan as it incorporates a higher level of assumed housing
completions from owned land currently without planning, or
land not currently owned by the Group.
The assessment took account of the Group’s current position
and the potential financial and reputational impact of the
principal risks on the Group’s ability to deliver its financial
plan. Whilst all the principal risks identified and described
on pages 70 to 75 could have an impact on the Group’s
performance, sensitivity testing to consider the impact of
a number of plausible downside scenarios on the Group’s
funding headroom (including financial covenants within
committed bank facilities) has only been undertaken on those
specific risks with the greatest potential to impact the Group’s
financial position. These are detailed in the table opposite.
The base case model assumes revenue growth of between 5%
and 8% per annum with operating margin moving towards our
targeted level. Operating cash flows are driven by the timing of
construction and land spend and receipts from programmed
completions on schemes. The forecast assumes that surplus
capital is returned to shareholders in line with the Group’s
stated capital allocation policy.
At 2024 year end the Group had £1,005m in committed
borrowing facilities with well-spread maturities out to 2027,
including a £500m revolving credit facility expiring on 16
December 2026, £400m of term borrowings maturing on 30
September 2026 and a £100m US private placement facility
expiring on 16 February 2027.
In addition to the committed facilities, the Group has secured
two uncommitted borrowing lines with members of its existing
lender pool, providing a further £125m of borrowing capacity.
A £75m money market line was secured during 2024, with an
additional £50m facility secured subsequent to 31 December
2024. These facilities are on-demand facilities with more
flexible borrowing terms to support the Group's short-term,
in-month, borrowing requirements.
The Group regards its current banking arrangements as
adequate for its needs in term of flexibility and liquidity and
expects to commence the process to re-finance the facilities
which expire in 2026 later this year. During recent re-financings
of the Group, appetite from lenders has been shown to be
strong and the Group retains good relationships with its
existing lenders despite the challenges in the last quarter
of 2024. There is no known reason why any re-financing may
not be possible if required. As at 31 December 2024, the Group
had £500.0m drawn under its facilities. See note 20 of the
financial statements for further information.
The Board considered the following key considerations in
its assessment:
• The Group’s strong market position and multiple brands that
offer differing propositions across all housing tenures;
• The lower risk profile of the Partnerships model which will
provide more resilient and less cyclic revenues;
• The Group’s strong balance sheet, good cash generation
capabilities and funding headroom;
• Maintaining financial discipline including a clear capital
allocation policy that prioritises investment in operating
businesses and sustainable shareholder distributions;
• A high quality land bank with in excess of 74,000 plots to
safeguard future growth commitments; and
• The assumption that, if one of the downside scenarios were
to arise, the Group would adjust its strategy accordingly to
preserve cash. This would include, inter alia, suspending
the purchase of land, changing the build profile of existing
developments and reviewing the Group’s capital allocation
strategy including shareholder distribution levels.
The Group’s viability and going concerns assessments have
been carried out without consideration for the uncommitted
facilities, however they provide further protection against the
downside scenarios modelled.
VIABILITY AND GOING CONCERN STATEMENTS
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The Board has assessed the prospects of the Group and its longer-term viability, taking
account of its current position and principal risks.
SCENARIO TESTING
The financial plan has been tested using the following scenarios to determine whether the Group could continue in operation over
the five-year assessment period to December 2029:
SCENARIO PRINCIPAL RISK MAPPING
Reduction of 15% in the volume of Open Market homes built
and sold from 1 May 2025 and throughout the review period
• Economic and sales environment
• Land and planning
• Customer service
(Risk 2)
(Risk 4)
(Risk 8)
Reduction of 3% in average sales price of Open Market and
unsecured Partner Funded homes from 1 May 2025 and
throughout the review period
• Economic and sales environment
• Land and planning
• Customer service
(Risk 2)
(Risk 4)
(Risk 8)
Increase of 5% in build costs from 1 September 2025 and
throughout the review period
• Economic and sales environment
• Supply chain
• Project delivery and contractual exposure
• Legislation and building safety
(Risk 2)
(Risk 3)
(Risk 1)
(Risk 9)
Severe downside case • All of the above
Our assessment included modelling the impact of the
individual scenarios and a severe downside case where all of
these scenarios arise together. Even if this occurs, there is still a
reasonable expectation that the Group will be able to continue
in operation and meet its liabilities provided that mitigating
actions are taken. The Board considered a range of potential
mitigating actions that may be available. These primarily
include overhead reductions, a reduction in uncommitted
land investment and a reduction in the level of shareholder
distributions. These are considered achievable and have been
borne out in practice in previous years when needed.
VIABILITY STATEMENT
Based on the results of this analysis, the Board has a reasonable
expectation that the Group has adequate resources to continue
in operation, meet its liabilities as they fall due, maintain
sufficient available cash across the five-year assessment period
to 31 December 2029 and stay within any required banking
covenants to ensure the continued availability of committed
borrowing facilities. For the purposes of testing viability,
it is assumed that equivalent facilities are available past
existing maturity dates and throughout the period included in
the review.
GOING CONCERN
The Board considered it appropriate to prepare the financial
statements on the going concern basis, as explained in the
basis of preparation paragraph in note 1.4 of the financial
statements. In forming this view, the Board reviewed a cash
flow forecast using a number of scenarios, including a likely
base case and a severe but plausible downside scenario. In the
severe but plausible downside scenario the same assumptions
were made around volumes, sales pricing and build costs as
were modelled for the viability assessment. In each of these
scenarios, the forecasts indicated that there was sufficient
headroom and liquidity for the business to continue based on
the facilities available to the Group. In each of these scenarios,
the Group is also forecasted to be in compliance with the
required covenants on the aforementioned borrowing facilities.
The Strategic report outlined on pages 2 to 77 was approved
by the Board and have been signed on its behalf by the Chief
Financial Officer.
On behalf of the Board
TIM LAWLOR
Chief Financial Officer
25 March 2025
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Vistry Works Quality Check
Technical team - Vistry Eastern Counties
OUR STRATEGIC PRIORITIES
GOVERNANCE REPORT
KEY
CONTENTS
Chair's governance letter to shareholders 80
Governance at a glance 82
Corporate governance statement 83
Board of Directors 84
Board leadership and Company purpose 86
Our stakeholders and engagement 98
Division of responsibilities 102
Composition, succession and evaluation 103
Nomination Committee report 108
Audit Committee report 112
Remuneration Committee report 122
Directors' remuneration report 126
Remuneration policy 143
Directors' report 150
Directors' responsibilities statement 154
OUR STAKEHOLDERS
PEOPLE PARTNERS CUSTOMERS COMMUNITIES SUPPLY
CHAIN
REGULATORS INVESTORS
WORKING IN
PARTNERSHIP
INCREASING
OUTPUT
LAND
PROCUREMENT
TALENTED
PEOPLE
BUILDING
SUSTAINABLY
CAPITAL
EFFICIENCY
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CHAIR'S GOVERNANCE LETTER TO SHAREHOLDERS
DEAR SHAREHOLDER
I am pleased to write my first governance letter to you since
my appointment as Executive Chair & CEO earlier in the
financial year.
This Governance Report details the Board’s approach to
the governance of the Group for the year ending 2024
and complements my opening Chair’s statement on
pages 4 and 5.
As a Board, we are clear that our primary responsibility is
to ensure the effective leadership of the Group to promote
its long-term sustainable success and to generate value for
shareholders, all whilst recognising the importance and
value to its other stakeholders.
COMBINED ROLE
I have held the combined role of Executive Chair and CEO
since the 2024 Annual General Meeting held in May. The Board
acknowledges the requirement of the Code to keep these
roles separate and our decision to combine them was taken
after great consideration and is believed to be in the best
interests of the Group at this period of time.
To bolster our governance, the Board agreed to put in place
additional governance steps within our processes. Rob
Woodward was appointed as a Non-Executive Director and
Senior Independent Director (SID) at the 2024 Annual General
Meeting. At this time, a bespoke ‘Division of Responsibilities’
was drawn up to set out enhanced governance responsibilities
to be held by the SID which would ordinarily be carried out by
the Chair, which includes:
• Chair the Nomination Committee;
• Lead the recruitment of non-executive directors and
succession planning for the role of CEO;
• Work with the Executive Chair and CEO to oversee the
succession planning of executive management;
• Lead the annual Board performance review;
• Hold regular meetings with the other Non-Executive
Directors without the Executive Directors present to
facilitate a full and frank airing of views;
GREG FITZGERALD
Executive Chair & CEO
• Maintain an active dialogue with shareholders on
governance matters; and
• Provide enhanced oversight on corporate governance
matters in conjunction with the Executive Chair and CEO.
The Board supports the combined role of Executive
Chair and CEO and considers that it is in the best interests
of the Group at this time, allowing it the benefit of
my sound leadership and significant experience, thus
enabling the ongoing commercial success of the Group.
The Board is of the view that there is sufficient independent
challenge and judgement to ensure highly-effective,
independent governance.
BOARD APPOINTMENTS AND
SUCCESSION PLANNING
The Board has continued to evolve over 2024. In addition
to my change in role, there were a number of other Board
changes in the year. In January 2024, Jeff Ubben stepped
down as a Non-Executive Director and Usman Nabi was
appointed to the Board as a representative of our second
largest shareholder, Browning West. In April 2024, Chris
Browne agreed to remain on the Board as an Independent
Non-Executive Director for up to one more year to ensure
continuity and allow the Board more time to recruit a
further Independent Non-Executive Director. In May 2024,
Rob Woodward was appointed as an Independent Non-
Executive Director and Senior Independent Director, and
Alice Woodwark was appointed as Independent Non-
Executive Director. In November, it was announced that Earl
Sibley would no longer hold office as Chief Operating Officer.
He ceased to be an Executive Director with immediate effect
and stayed with the Group until 31 December 2024 to support
a seamless and orderly transition of his responsibilities.
I would like to thank Earl for his commitment and
contribution during his seven years with the Group.
Helen Owers has informed the Board of her intention to resign
as an Independent Non-Executive Director. She will remain on
the Board until the earlier of an appointment of a replacement
Independent Non-Executive Director of the end of 2025.
In the second half of 2024, the Board commenced a search
led by Rob Woodward for a high-calibre independent
Non-Executive Director to replace Chris Browne, taking into
account the evolving needs for skills and the importance
of diversity. A refreshed skills assessment was undertaken
prior to commencing the search. This assisted the Nomination
Committee to define the skills and experience that it wishes
the new Non-Executive Director to have, to supplement the
existing capabilities of the current Directors and support the
delivery of the Group’s strategic objectives.
The Committee has paused the search process until later
in 2025. This is to provide stability to the Board following
changes at the Executive leadership level.
Following the appointment of Rob and Alice, a refreshed
non-executive director induction programme was
implemented. The programme included numerous
visits to developments across the Group and to the East
Midlands Vistry Works factory and innovation centre.
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Vistry Group PLC
They met separately with members of the ELT, other senior
leaders, and key advisors, and received a briefing on the
specific accounting issues of the Partnerships model.
Further details on the induction programme are on
pages 103 and 105.
BOARD PERFORMANCE REVIEW
As explained in the last Annual Report and Accounts,
an external evaluation was deferred from 2023.
Round Governance Services Ltd was appointed to
undertake the evaluation, which took place in 2024
following the appointment of the new non-executive
directors. A comprehensive brief was given to Round
Governance by the Company Secretary. The Board
review took place between July and October 2024 and
was designed to be forward-looking and a tool to
stimulate and focus the Board and its new members.
Further details of the external Board evaluation and
its outcomes are on page 106.
BOARD DIVERSITY AND INCLUSION
The Board is committed to achieving diversity and inclusion
across the Group.
As of 31 December 2024, the proportion of women on the
Board was 44%, with no senior Board member being female
and one member of the Board from a minority ethnic
background. Therefore, the Board meets two of the diversity
targets set out in Listing Rule 6.6.6(9) and shall take diversity
requirements into account during its current recruitment
process for a non-executive director. The Board acknowledges
that the recruitment of the Senior Independent Director
during early 2024 was an opportunity to address the target
in LR 6.6.6(9)(ii) that at least one senior role on the Board is
held by a woman. However, it was felt that the recruitment
for the unusual, enhanced governance remit of the Senior
Independent Director should not be shaped in any way by
the expectation to meet diversity requirements.
STAKEHOLDER ENGAGEMENT
The long-term sustainable success of our business is
dependent on a wide range of stakeholders, the Board and
the Directors taking their duties seriously and considering
the needs and concerns of all stakeholders in its discussions
and decision making processes.
During the year, our Board has continued its programme of
engagement with stakeholders. I hold regular meetings with
shareholders on business performance and governance,
particularly those shareholders who were keen to understand
more about my combined role and the governance changes
which had been made to support it. Rob has also held
numerous meetings with shareholders on governance and
Board succession to provide his perspectives on the adapted
governance arrangements and to establish an alternative
communication channel for shareholders.
Helen Owers is the Employee Engagement Non-Executive
Director and has actively stepped into this role. She attends
Employee Engagement Forums to hear directly from
our employees on the topics on their minds and
provides feedback to the Board following each meeting.
She and Rowan Baker also attended our in-person employee
roadshows in October to observe the transparent question
and answer sessions with the ELT, and to speak informally
with employees.
The Board has met with Savills to hear their perspectives on
the future of the residential housing market in light of the
change of government, and also with the NHBC to learn more
about their role in raising quality standards and as an agent
for change for next generation home building.
Further information on our stakeholders, our methods of
engagement and our Board decision making can be found
on pages 98 to 101 and should be read conjunction with
our Section 172(1) statement on page 5.
SHAREHOLDER VOTING AT THE 2024
ANNUAL GENERAL MEETING
At the 2024 Annual General Meeting held in May, all
resolutions were passed with votes in support ranging from
79.28% to 100%.
There was a minority vote (20.72%) against Resolution 3 – to
re-elect Gregory Paul Fitzgerald as Director of the Company.
More detail on why this combined role is currently in the
best interest of the Company and what we are doing to
bolster governance around this combined role is on the
adjacent page.
An update statement on the Company’s response to the
outcome of the 2024 Annual General Meeting significant
votes against can be found on the corporate website,
www.vistrygroup.co.uk.
CORPORATE GOVERNANCE STATEMENT
We explain how we assessed compliance with the provisions
and the principals of the Code on page 83 and throughout
the Governance Report.
A copy of the Code is available on the Financial Reporting
Council’s website at www.frc.org.uk.
OUTLOOK
I believe that your Board remains effective and continues
to work very well. I and the Board continue to be mindful
that the combined role of Executive Chair & CEO is
unconventional and not in compliance with the Code.
As such, the Board has a considered approach to the Code
and purposefully elects to ‘explain’ why in certain areas ‘to
comply’ is not in the best interest of the Group or
its stakeholders. The Board is focused on stability and
effective leadership for the Company after the challenges
of 2024, and ensuring the Group delivers attractive returns for
its shareholders and to the benefit of other stakeholders.
GREG FITZGERALD
Executive Chair & CEO
25 March 2025
Annual Report and Accounts 2024
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81
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
GOVERNANCE HIGHLIGHTS FROM 2024
JANUARY
Appointment of Usman Nabi – Non-Executive
Director and representative of the Company’s
largest shareholder.
FEBRUARY
£55m share buyback programme concludes.
MARCH
Full Year 2023 results.
APRIL
£100m share buyback programme commences.
MAY
2024 Annual General Meeting.
Appointment of Rob Woodward as SID and
Alice Woodwark as Independent Non-Executive
Director.
Greg Fitzgerald appointed as Executive Chair in
addition to his role as CEO.
JULY
Board Strategy Day.
SEPTEMBER
Half Year 2024 results.
£55m Share buyback commences.
OCTOBER
Revised profit trading update and issues in South
Division identified.
Commissioned independent external review of
business alongside the internal reviews.
NOVEMBER
Reviewed the results of the independent and
internal reports and agreed actions.
Trading update on South Division issues and
outcome of internal and independent reviews.
Earl Sibley, COO steps down as Executive Director.
DECEMBER
Further trading update on revised profit for 2024.
GOVERNANCE AT A GLANCE
BOARD GOVERNANCE FOCUS AREAS
Strategy
Leadership
Financial reporting
Sustainability
Business plan
and performance
Risk
Stakeholder
engagement
Strategy
Leadership
Financial reporting
Sustainability
Business Plan and performance
Risk
Stakeholder Engagement
Executive Chair & CEO
Executive Director
Non-Executive Director
Independent Non-Executive Director
0 - 2 Years > 2 - 4 Years
4+ Years
Male Female
1
1
6
1
2
5
4
5
2
20%
20%
15%
25%
10%
7.5%
2.5%
Strategy
Leadership
Financial reporting
Sustainability
Business plan
and performance
Risk
Stakeholder
engagement
Strategy
Leadership
Financial reporting
Sustainability
Business Plan and performance
Risk
Stakeholder Engagement
Executive Chair & CEO
Executive Director
Non-Executive Director
Independent Non-Executive Director
0 - 2 Years > 2 - 4 Years
4+ Years
Male Female
1
1
6
1
2
5
4
5
2
20%
20%
15%
25%
10%
7.5%
2.5%
INTEREST AREA
Board activities
88
Board diversity characteristics
104
Board and stakeholders
98
Board skills matrix
104
Culture
91
Governance framework
86
BOARD BALANCE
BOARD TENURE
BOARD COMPOSITION AS AT 31 DECEMBER 2024
GENDER DIVERSITY
The above chart highlights how the Board
allocated its meeting time during the
financial year. Notably there was an
increased focus on financial reporting,
given the forecast cost issues identified
within the South Division.
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Vistry Group PLC
CORPORATE GOVERNANCE STATEMENT
This corporate governance statement as required by the UK Financial Conduct Authority’s Disclosure Guidance and Transparency
Rules 7.2 (DTR 7.2), together with the rest of this governance report and the Committee reports, forms part of the Directors' report
and has been prepared in accordance with the principles of the Financial Reporting Council’s (FRC) UK Corporate Governance Code
2018. A copy of the Code can be found on the FRC’s website: www.frc.org.uk.
The Board confirms that throughout the financial year ended 31 December 2024 and as of the date of this Annual Report and
Accounts, we have complied with the provisions of the Code other than where this is referenced below:
CODE PROVISIONS
COMPLIANCE STATUS
BOARD LEADERSHIP AND COMPANY PURPOSE COMPLIANT WITH PROVISIONS
Board’s role 86 to 87
Purpose, culture and strategy 18 and 91 to 92
Resources, controls and risk profile 70 to 75
Stakeholder engagement 98 to 101
Workforce policies 52 to 54
DIVISION OF RESPONSIBILITIES
PROVISION 9
Greg Fitzgerald took on the role of
Executive Chair and CEO following
Ralph Findlay stepping down as Chair
on 16 May 2024.
PROVISION 12
There was no Senior Independent
Director on the Board until the
appointment of Rob Woodward on
16 May 2024.
Chair’s role 102
Board composition and division of responsibilities 84 to 85 and 102
Role of Non-Executive Director and time commitment 87 and 102
Company Secretary 102
COMPOSITION, SUCCESSION AND EVALUATION
COMPLIANT WITH PROVISIONS
Appointments and succession planning 108 to 111
Skills knowledge and experience 104
Board evaluation 106 to 107
AUDIT, RISK AND INTERNAL CONTROLS COMPLIANT WITH PROVISIONS
Internal and external audit 112 to 121
Fair, balanced and understandable assessment 89
Risk management 68 to 75
REMUNERATION
COMPLIANT WITH PROVISIONS
Remuneration policies and practices 143 to 149
Developing remuneration policy and pay packages 129 and 139
Remuneration outcomes and discretion 122 to 142
Annual Report and Accounts 2024
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83
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
GREG FITZGERALD
Executive Chair and
Chief Executive Officer
Appointed to the Board:
18 April 2017
Committee memberships: None
External appointments:
Non-listed: Chair of Ardent Hire
Solutions Limited and
Baker Estates Limited.
Key experience:
Greg was Chief Executive of Galliford Try PLC from 2005 to 2015, having previously
been Managing Director of its house building division. Prior to this, he was a
founder and, later, Managing Director of Midas Homes, which was acquired by
Galliford Try PLC in 1997. As Chief Executive, he transformed Galliford Try PLC
from a building contractor into a well-respected house building and construction
business, which included the acquisition of Linden Homes in 2007. Greg was
Executive Chair of Galliford Try PLC before becoming Non-Executive Chair.
In addition, he served as Non-Executive Director of the National House
Building Council.
What he brings to the Board:
Leadership and strategic focus in the house building and construction industry,
business growth and value creation.
ROB WOODWARD CBE
Senior Independent Director
Appointed to the Board:
16 May 2024
Committee memberships:
Chair of the Nomination
Committee, and Member of the
Remuneration Committee and
Audit Committee
External appointments:
Listed: Chair of Ebiquity plc
and Chair of Lumi Gruppen.
Non-listed: Chair of Court at
Glasgow Caledonian University.
A
N
R
Key experience:
Rob has held leadership positions across both the public and private sectors.
Rob was appointed Chair of the Met Office Board in July 2018, a position he held
until November 2024. His experience includes over 10 years as Chief Executive
Officer of STV Group plc, leading its successful transformation into a pre-eminent
digital media group. He had previously been Commercial Director at Channel 4
Television, Managing Director with UBS Corporate Finance and lead partner for
Deloitte’s Telecoms, Media & Technology Industry Group in Europe. As Chair, he
oversaw the sale of technology company Blancco plc last year to US private equity.
What he brings to the Board:
Experienced CEO with executive and operational transformation experience
within listed companies. Holds current Chair and Non-Executive Director roles in
listed and Government agency organisations.
PAUL WHETSELL
Independent
Non-Executive Director
Appointed to the Board:
18 May 2023
Committee memberships:
Chair of the Remuneration
Committee and member of
the Nomination Committee and
Audit Committee
External appointments:
Listed: Non-Executive Director
of Boyd Gaming Corporation Inc.
and Hilton Grand Vacations Inc.
A
N
R
Key experience:
Paul is a highly experienced Chief Executive Officer in the hospitality sector and
an experienced Non-Executive Director. He is currently CEO of CapStar Hotel
Company and has more than 45 years of experience in the hospitality industry.
Paul founded the original CapStar Hotel Company in 1987. In August 1996, the
company listed on the New York Stock Exchange. He was Chairman and CEO of
the REIT MeriStar Hospitality Corporation and the operating company MeriStar
Hotels and Resorts, Inc. He served as Chairman and CEO of Interstate Hotels and
Resorts, Inc. and President & CEO of Loews Hotels & Resorts. From 2007 until 2018,
Paul served on the board of NVR, Inc., one of America’s largest home builders.
Paul currently serves on the board of directors as a Non-Executive Director of
Boyd Gaming Corporation Inc., operator of 28 gaming entertainment properties,
and Hilton Grand Vacations Inc., a leading global timeshare company. He is also
the Remuneration Committee Chair for Hilton Grand Vacations Inc.
What he brings to the Board:
Experienced Non-Executive Director and Remuneration Committee Chair.
Strong Board and broad strategic advisory experience, having served on
numerous Boards, including a leading American homebuilder.
ROWAN BAKER
Independent
Non-Executive Director
Appointed to the Board:
18 May 2022
Committee memberships:
Chair of the Audit Committee,
and Member of the Nomination
Committee and Remuneration
Committee
External appointments:
Listed: Executive Director of
Essentra plc.
A
N
R
Key experience:
Rowan is a highly experienced Chief Financial Officer in construction and
development. She is currently the Chief Financial Officer of Essentra plc. Prior to
this, Rowan was the Group Chief Financial Officer of Laing O'Rourke from 2020
to 2024 and from 2017 to 2020 was the Chief Financial Officer of McCarthy Stone.
Prior to joining McCarthy Stone, Rowan worked in finance for Barclays Bank plc
and in professional services for PwC. Rowan has a Master’s degree in Law
from Cambridge University and is a qualified accountant (FCA) and chartered
tax adviser.
What she brings to the Board:
Extensive experience of the construction sector and the challenges it faces to
improve productivity, deliver greater certainty for clients and overcome a long-
standing skills shortage. Her financial expertise and sector experience will further
strengthen the Board as the Company delivers its growth strategy.
CHRIS BROWNE OBE
Independent
Non-Executive Director
Appointed to the Board:
1 September 2014
Committee memberships:
Audit Committee,
Nomination Committee and
Remuneration Committee
External appointments:
Listed: Non-Executive Director
and SID of Kier Group plc and
C&C Group plc.
A
N
R
Key experience:
Chris has held a number of senior leadership positions within the aviation industry,
most recently as Chief Operating Officer of easyJet PLC until June 2019 during
which she served as a Non-Executive Director from January to September 2016.
Chris was previously Chief Operating Officer, Aviation, of TUI Travel PLC, Managing
Director of Thomson Airways and Managing Director of First Choice Airways.
Chris has a Doctorate of Science (Honorary) for Leadership in Management from
the University of Ulster, a Doctorate of Science (Honorary) for Outstanding Services
to Aviation from Cranfield University and a Doctor of Science for Economics
(Honorary) from the Queens University of Belfast. Chris was awarded an OBE in
2013 for services to aviation.
What she brings to the Board:
Commercial and general management experience in a consumer-facing and
highly regulated industry, plus leadership and operational skills.
Directors who served during the year: Jeff Ubben stepped down as Non-Executive Director on 12 January 2024 and Ralph Findlay stepped down as Chair of
the Board at the close of the 2024 Annual General Meeting on 16 May 2024. Earl Sibley stepped down as an Executive Director on 20 November 2024.
BOARD OF DIRECTORS
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Vistry Group PLC
HELEN OWERS
Independent
Non-Executive Director
Appointed to the Board:
18 May 2023
Committee memberships:
Member of the Nomination
Committee, Remuneration
Committee and Audit Committee
External appointments:
Non-Listed: Chair of
Falmouth University.
A
N
R
Key experience:
Helen has extensive international operational experience from a successful career
culminating in her being President of Global Businesses and Chief Development
Officer for Thomson Reuters.
She is currently Chair of Falmouth University and has a wide range of Non-Executive
experience, including Informa plc, the FTSE 100 business intelligence and exhibitions
group where she was a member of the Nomination and Remuneration Committees
and the Board member responsible for employee engagement; PZ Cussons plc, the
FTSE 250 manufacturer of personal healthcare products and consumer goods, where
she chaired the Remuneration Committee; Gowling WLG, the international law firm.
Helen was also a Trustee at the Eden Project and Chair of Eden International.
What she brings to the Board:
Significant operational expertise and UK-listed experience, including remuneration.
USMAN NABI
Non-Executive Director
Appointed to the Board:
12 January 2024
Committee memberships:
Member of the
Nomination Committee
External appointments:
Non-Listed: Managing Partner
and Chief Investment Officer
of Browning West.
N
Key experience:
Usman is the Founder, Managing Partner and Chief Investment Officer of Browning
West. Prior to founding Browning West, he was Senior Partner at H Partners
Management, LLC, a New York-based investment management firm. Usman also
held previous roles as an Analyst at Perry Capital LLC and as a Private Equity
Associate at The Carlyle Group. He began his career as an Investment Banking
Analyst at Lazard Frères in the firm’s Mergers & Acquisitions group.
Previously, Usman served on the Board of Directors of Domino’s Pizza Group plc
as a Non-Executive Director and a member of the Nomination Committee, where
he also co-led the search processes for both the Chairman and CEO positions.
Usman also served on the Board of Directors of Six Flags Entertainment Corporation,
where he was Chairman of the Nominating & Governance Committee, a member of
the Compensation Committee, where he also co-led two CEO search processes.
He also served as Six Flags’ Executive Chairman during its emergence from
bankruptcy in 2010. Additionally, Usman served on the Board of Directors of Tempur
Sealy International Inc., where he was Chairman of the CEO Search Committee, a
member of the Nominating & Corporate Governance Committee, and a member of
the Compensation Committee. Usman earned his B.A. from Harvard College and his
M.B.A. from Stanford University’s Graduate School of Business.
What he brings to the Board:
Experienced Non-Executive Director. Strong Board and broad strategic advisory
experience having served on numerous boards.
ALICE WOODWARK
Independent
Non-Executive Director
Appointed to the Board:
16 May 2024
Committee memberships:
Member of the Nomination
Committee, Remuneration
Committee and Audit
Committee
External appointments: None.
Key experience:
Alice has been Managing Director of Mitie Group plc’s Communities division since
2021. She started her career with management consultancy McKinsey, working
extensively across the UK and US in the infrastructure, transport, hospitality and
retail sectors. Alice joined Compass Group in 2013, serving as Group Head of Strategy
and M&A and subsequently in Managing Director positions for Compass UK.
What she brings to the Board:
Extensive experience within management consultancy across the UK and US, as well
as holding senior executive roles within FTSE companies. Strong focus on delivering
strategic and operational change and investment in people-driven culture.
TIM LAWLOR
Chief Financial Officer
Appointed to the Board:
11 November 2022
Committee memberships: None.
External appointments: None.
Key experience:
Tim joined the Group as part of the acquisition of Countryside Partnerships plc in
2022, where he served as CFO. He has strong financial and commercial expertise
having served for seven years as CFO of Wincanton Plc, the largest British third
party logistics company, before joining Countryside. Prior to Wincanton Plc, Tim
held a number of senior group, divisional and international finance roles at large
listed companies, including Serco and Sea Containers. Tim qualified as a Chartered
Accountant at Deloitte, where he worked for seven years based in the UK and North
America. His role is responsible for setting the financial strategy and policy of the
Group and covers all areas of finance, including tax and treasury. He holds an MA in
Economics from Cambridge University.
What he brings to the Board:
Leadership, strategic focus, extensive corporate and commercial experience,
financial and accounting expertise.
CLARE BATES
Chief People Officer and
General Counsel
Company Secretary
Appointed to the Board:
4 May 2021
Committee memberships:
Secretary to the Board and
Board Committees
Key experience:
Clare is a qualified solicitor with over 20 years of experience. She joined the Group
in May 2021 and was previously Deputy General Counsel and Company Secretary
at ConvaTec Group Plc from its listing in 2016 to 2021. Prior to ConvaTec, Clare
held increasingly senior legal roles at listed businesses after leaving private practice
in 2007.
What she brings to the Board:
Governance, regulation, compliance and corporate legal expertise.
Key for the Committees:
A
Audit Committee
N
Nomination Committee
R
Remuneration Committee Chair of Committee
Non-Executive Director
Executive Director Chief People Officer and General Counsel, Company Secretary
A
N
R
Annual Report and Accounts 2024
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85
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
BOARD LEADERSHIP AND COMPANY PURPOSE
THE BOARD
Our robust governance framework supports the Board in ensuring that across the Group,
we make decisions in the right way.
Responsible for the long-term success of the Group through its leadership direction, and for ensuring there
is a framework of appropriate and effective controls which enables risk to be assessed and managed.
STRATEGIC PRIORITIES
Sets the Group's strategic aims and determines resource allocation to ensure the necessary financial and
human resources are in place for the Group to meet its objectives.
Monitors overall performance and progress against business plans using KPI’s coupled with numerous
development site visits to assess the delivery of quality, delivering sustainable homes to customers
and meeting their expectations.
Sets, monitors, embeds and reviews the Group's culture, values, and purpose ensuring that its
obligations to shareholders and other stakeholders are understood and met.
NOMINATION COMMITTEE AUDIT COMMITTEE REMUNERATION COMMITTEE
•
Reviews structure, size and composition
of the Board.
• Maintains focus on succession planning
for Board and senior management.
• Leads recruitment process for the Board.
• Proposes appointments to the Board.
• Sets diversity and inclusion objectives,
and targets for the Board and senior
management.
• Oversees the effectiveness of the Board
and its Committees.
• Oversees financial statements and
reporting.
• Assesses the going concern and
medium-term viability of the Group.
• Monitors internal controls and
risk management.
• Monitors reporting and effectiveness
of external and internal auditors.
• Monitors the effectiveness of the
Group’s whistleblowing process.
• Ensures remuneration policies
and practices are designed to
support the Group's strategy and
long-term success.
• Oversees implementation of
remuneration policy for Executive
Directors and senior management,
including structure of incentive plans
and setting performance criteria for
incentive plans.
• Reviews workforce remuneration.
Pages 108 to 111
Pages 112 to 121
Pages 122 to 149
EXECUTIVE LEADERSHIP TEAM
Oversees the implementation of Group strategy.
Responsible for operation and performance of the Group in line with the Group’s established
risk management framework.
RISK
OVERSIGHT
COMMITTEE
SUSTAINABILITY
COMMITTEE
INVESTMENT
COMMITTEE
SAFETY, HEALTH
AND ENVIRONMENT
LEADERSHIP TEAM
DIVERSITY AND
INCLUSION
COMMITTEE
GROUP
LEADERSHIP
TEAM
Board representation
from Non-Executive Directors
Business
Improvement
Groups
OUR GOVERNANCE FRAMEWORK
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Vistry Group PLC
WORKING IN
PARTNERSHIP
INCREASING
OUTPUT
LAND
PROCUREMENT
TALENTED
PEOPLE
BUILDING
SUSTAINABLY
CAPITAL
EFFICIENCY
THE BOARD AND ITS COMMITTEES
At the date of this Annual Report and Accounts, the Board
consisted of nine Directors, namely: the Executive Chair
and CEO, CFO, six Independent Non-Executive Directors and
one Non-Executive Director. The role of the Independent
Non-Executive Directors is to offer advice, guidance and
constructive challenge to the Executive Directors, using
their wide experience gained in business and from their
diverse backgrounds.
The Board has a schedule of matters reserved for its
decision, which is reviewed and approved on an annual basis.
This schedule dovetails with a formal structure of delegation
of authority which operates across the Group’s activities and
down through the governance structure.
A copy is available at www.vistrygroup.co.uk/investor-centre.
The delegations of authority are reviewed on an annual
basis to ensure that they provide appropriate controls
and are understood by those responsible for their
effective operations.
The principal activities undertaken during the year by the
Nomination, Audit and Remuneration Committees are
set out in their respective reports in this Annual Report
and Accounts. The paragraphs under the heading ‘Directors
Remuneration Report’ on pages 126 to 142 are incorporated by
reference into this Corporate Governance report.
APPOINTMENTS AND SUCCESSION
During 2024, the Nomination Committee continued to
review the composition, structure and balance of skills and
experience of the Board.
Details of the resultant changes to the composition of the
Board that took effect during the year and are planned for
2025 are set out in the Nomination Committee report on
pages 108 and 111.
BOARD MEETINGS AND ATTENDANCE
During the year, the Board convened on five occasions one
of which was the Board Strategy Day. There were 12
meetings arranged in addition to the scheduled meetings.
All scheduled meetings were held in person and all
additional meetings were held virtually. The attendance of
Directors at Board meetings held throughout the year is set
out in the following table.
In addition, and in accordance with the Code, the Chair and
the Senior Independent Director, independently of each
other, held meetings at least annually with the Independent
Non-Executive Directors without the Executive Directors
present. All Directors, other than Jeff Ubben and Chris Browne,
attended the 2024 Annual General Meeting held in May.
The Company Secretary attended all Board meetings.
External advisors also attended meetings where independent
guidance and expertise was required to help the Board carry
out its duties. Senior Executives below Board level, including
members of the ELT, also attended relevant parts of meetings
to make presentations and provide their input on a range
of topics.
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DIRECTOR ROLE
SCHEDULED
MEETINGS
AD HOC
MEETINGS
Greg Fitzgerald (Executive Chair since 16 May 2024) Executive Chair & CEO 5/5 12/12
Rob Woodward (since 16 May 2024) Senior Independent Director 3/3 9/9
Chris Browne Independent Non-Executive Director 4/5 11/12
Rowan Baker Independent Non-Executive Director 5/5 11/12
Helen Owers Independent Non-Executive Director 5/5 10/12
Paul Whetsell Independent Non-Executive Director 5/5 10/12
Alice Woodwark (since 16 May 2024) Independent Non-Executive Director 3/3 9/9
Usman Nabi (since 12 January 2024) Non-Executive Director 5/5 10/11
Tim Lawlor CFO 5/5 11/12
Earl Sibley (until 20 November 2024) COO 4/4 10/11
Ralph Findlay (until 16 May 2024) Former Chair 2/2 2/3
Jeff Ubben (until 12 January 2024) Former Non-Executive Director - 1/1
TIME TO PROPERLY FULFIL ROLES
AND RESPONSIBILITIES
Each Director has confirmed and clearly demonstrated
that they have sufficient time to properly fulfil their duties
including preparing for Board and Committee meetings,
reading all papers associated with such meetings, attending
meetings scheduled to take place in 2024 and spending
separate time with management.
Given the nature of the business to be conducted, some ad
hoc Board meetings are convened at short notice, which can
make it difficult for some Directors to attend due to prior
commitments. On occasions where a Director is unavoidably
absent from a Board or Committee meeting, they still receive
and review the papers for the meeting and typically provide
verbal or written input ahead of the meeting, usually through
the Chair or the Chair of the relevant Committee. This ensures
that views of absent Directors are made known and are
considered at the meeting.
The following table summarises the principal matters
considered by the Board during 2024, the related Board
activity and the link to the Group’s strategy. As part of the
business of each Board meeting, the CEO submits a progress
report on the Group’s performance, business developments,
risks and their mitigation and a report on operational
performance and Group functions.
At each meeting, the Board receives a report from the
CFO providing updates on financial progress and forecasted
performance. The Board also receives reports from internal
and external speakers on topics relevant to the business and
the environment it operates in.
BOARD FOCUS AND PRINCIPAL MATTERS CONSIDERED IN 2024
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Vistry Group PLC
AREAS OF FOCUS ACTIVITIES
LINK TO
STRATEGIC
PRIORITIES
LINK TO
PRINCIPAL
RISKS
STRATEGY
• Overseeing the Group’s strategy,
approving any material changes and
monitoring its delivery.
• Approving any major capital project,
corporate action or investment by
the Group including investment in
land, joint ventures and development
arrangements.
Stakeholders considered:
• Oversaw the implementation of the Group’s revised
strategy to focus its operations fully on a capital light
partnerships model.
• Held a Board strategy day in July 2024, which
included a review of the proposed new Vistry
Culture Book.
• Reviewed the reorganisation of senior leadership to
support strategy implementation.
• Approved a number of major investments in land,
joint ventures and development arrangements.
LEADERSHIP
• Changing the structure, size and
composition of the Board following
recommendations from the
Nomination Committee.
• Making appointments to the Board,
following recommendations from the
Nomination Committee.
• Reviewing the performance of the
Board and its Committees, individual
Directors and the Group’s overall
corporate governance framework.
Stakeholders considered:
• Approved Greg Fitzgerald taking on the role of
Executive Chair.
• Noted the resignation of Ralph Findlay in May 2024.
• Approved the appointment of Usman Nabi in January
2024 as a Non-Executive Director.
• Noted the resignation of Jeff Ubben in January 2024.
• Approved Chris Browne remaining as an Independent
Non-Executive Director for one year to provide
additional stability.
• Approved the appointment of Rob Woodward in
May 2024 as Senior Independent Director.
• Approved the appointment of Alice Woodwark in
May 2024 as an Independent Non-Executive Director.
• Reviewed succession planning below Board level.
• Oversaw the external Board evaluation following the
combined role of Executive Chair and CEO.
• Approved the removal of the COO role, leading to
the redundancy of Earl Sibley in November 2024.
Project delivery and contractual exposure
Economic and sales environment
Supply chain
Liquidity and funding
Customer service
Legislation and building safety
Technology resilience and future change
Safety, health and environment
Land and planning
People and talent
ESG
PRINCIPAL RISKS
OUR STAKEHOLDERS
PEOPLE PARTNERS CUSTOMERS COMMUNITIES SUPPLY
CHAIN
REGULATORS INVESTORS
STRATEGIC PRIORITIES
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AREAS OF FOCUS ACTIVITIES
LINK TO
STRATEGIC
PRIORITIES
LINK TO
PRINCIPAL
RISKS
BUSINESS PLAN
AND PERFORMANCE
• Approving annual budget and business
plan and regularly reviewing actual
performance and the latest forecasts
against the budget and business
plan, including proposed actions
by management to address
performance issues.
Stakeholders considered:
• Approved 2024 budget and business plan.
• Received reports on supply chain challenges
and steps being taken by management to
manage and mitigate the issues and risks.
• Approved the extension of the external
debt facilities.
• Reviewed the forecast cost issues within
the South Division, received reports to
understand how the issues had occurred and
commissioned an independent review of the
business to reassure all stakeholders that the
issues were confined to the South Division.
FINANCIAL REPORTING
• Approving final and interim results,
trading updates, the Annual Report
and Accounts and the release of
price-sensitive information.
• Approving the capital allocation policy,
determination of any interim distribution
and the recommendation (subject to
the approval of shareholders in general
meetings as required) of any final
distribution to be paid by the Company
or any other distributions by the
Company or purchase of own shares.
Stakeholders considered:
• Approved Viability and Going Concern
Statement.
• Approved final results announcement.
• Approved Annual Report and Accounts.
• Approved Notice of the AGM.
• The Board concluded that they consider
the Annual Report and Accounts, taken as a
whole, to be fair, balanced and understandable
and provides the information necessary for
shareholders to assess the Company's position,
performance, business model and strategy.
• Approved the share buyback programme of
£100m and £130m in April and September
2024 respectively.
• Approved interim results announcement.
• Approved trading updates in January, May,
July and November 2024.
• Approved the trading updates to the market
following the discovery of cost forecast
issues in the South Division and revised
profit expectations.
WORKING IN
PARTNERSHIP
INCREASING
OUTPUT
LAND
PROCUREMENT
TALENTED
PEOPLE
BUILDING
SUSTAINABLY
CAPITAL
EFFICIENCY
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|
Vistry Group PLC
AREAS OF FOCUS ACTIVITIES
LINK TO
STRATEGIC
PRIORITIES
LINK TO
PRINCIPAL
RISKS
RISK
• Ensuring the Group has effective
systems of internal control and risk
management in place including
approving the Group’s risk appetite.
Stakeholders considered:
• Reviewed the effectiveness of the Group’s risk
management and internal control systems.
• Reviewed whether there was a failure in internal controls
following the cost forecast issues in the South Division
and approved control improvement action plan.
• Reviewed and approved the Group’s risk appetite
statement and concluded that the Group had operated
within the Group’s risk appetite throughout the year.
• Reviewed the Group’s principal risks and uncertainties.
• Reviewed reports on improvement to internal
control framework to align with expected changes
to the Corporate Governance Code.
• Received reports from the Risk Oversight Committee
on the process for the management of risks and their
associated mitigation plans, and the identification of
emerging risks.
STAKEHOLDER ENGAGEMENT
• Considering the balance of interests
between the Group’s stakeholders.
• Meeting with stakeholders to receive
and consider their views.
• Receiving and considering the views
of the Group’s shareholders.
Stakeholders considered:
• Considered investor feedback on the 2023 full-year
results and 2024 interim results.
• Received monthly reports on shareholder base and
briefings from corporate advisors and independent
analysts for capital market perspectives.
• Met with Steve Wood, CEO and David Campbell, COO
of NHBC.
• Met with Savills for perspectives on the future of the
residential housing market.
• Considered shareholder feedback on the changes to
the Board, including the combined role of Executive
Chair & CEO.
• Considered feedback from Peakon employee
engagement surveys undertaken during the year and
management’s action plans to address the feedback.
• Received reports on employee feedback from the
Employee Forum.
• Received regular reports on engagement with the HBF,
Government departments and Homes England.
• Engaged with stakeholders to reassure them of the
Group’s capabilities following the issues identified within
the South Division.
See pages 98 to 101 for further information on
Stakeholder Engagement.
SUSTAINABILITY
• Overseeing the Group’s Sustainability
Strategy.
• Reviewing the Group’s Sustainability
Strategy and its implementation.
Stakeholders considered:
• Approved the revised Sustainability Strategy following a
materiality assessment.
• Approved Helen Owers replacing Jeff Ubben as a
Non-Executive Director representative at the Group’s
Sustainability Committee.
• Monitored progress of sustainability initiatives.
It is our people who make Vistry and who further
our purpose through the strong work ethos of
‘Do the Right Thing’ and, by living our shared values of
Integrity, Caring and Quality. Together, our ethos and
values guide all of our decisions. The Company's culture
is underpinned by clear policies and processes and
in 2024, we launched the Vistry Culture Book, which
highlights how to use our behaviours to help us all act
in line with our values and guide us to do the right thing.
This strengthens not just how we work but the impact
we make. The Vistry Culture Book was developed
through a collaborative two-way process involving
the leadership of the Group and representatives of
the workforce.
Building is the heart of all we do, and we fundamentally
believe that we build better together through our culture.
Without our purpose motivating us or our ethos and
values guiding us, we wouldn’t have a culture worth
sharing and celebrating. Our purpose is at the centre of
all we do. We create our culture through our purpose, our
strategic aims, people strategy, and values. Our behaviours
are the actions that reflect these values and our ethos.
Today. Tomorrow. Together. We’re all making Vistry.
The Board is responsible for establishing and
articulating the culture across the Group
and maintains oversight to ensure that it is
embedded throughout the business.
The alignment of our culture
with our purpose, ethos
and values is fundamental
to everything that we do.
TODAY. TOMORROW. TOGETHER. WE’RE ALL MAKING VISTRY.
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BOARD LEADERSHIP AND COMPANY PURPOSE
continued
PURPOSE, CULTURE AND VALUES
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HOW THE BOARD MONITORED CULTURE DURING 2024
The Board used various mechanisms throughout 2024 to assess and better understand the Group culture, in addition to wider
Company engagement mechanisms. The following table demonstrates the action taken by the Board and how these actions link
to culture and the wider Group strategic priorities.
ACTION TAKEN LINK TO CULTURE
STRATEGIC
PRIORITIES
Attendance at the
People Forum and
feedback to the
Board.
Helen Owers is the designated Non-Executive Director for workforce engagement
and attends the People Forum with employee representatives and provides reports to
the Board. Outcomes of the feedback can be found on pages 98 to 99.
Vistry roadshows
for employees
and attendance at
divisional board site
visits, with feedback
to the wider Board.
In October 2024, the Executive Chair and CEO, CEO Partnerships and Regeneration and
Chief People Officer & General Counsel, alongside other senior management, hosted
eight Vistry roadshows across four locations, with all colleagues invited to attend.
They provided an update to the business following the Group’s trading update in
October 2024 and addressed open questions from employees gaining a clear
understanding of key matters important to employees. Helen Owers and Rowan
Baker also attended some of the roadshows to listen to the questions and answers of
employees, and to speak informally with them.
Site visits, Vistry Works factory and Innovation Centre visits provide direct insight into
working environments, standards and the application of Group policies.
Review of Health &
Safety KPIs.
The health and safety of our employees and subcontractors is critical, and the Board
receives reports at every meeting on key performance indicators for health and safety
and the trend for those indicators.
The trend analysis enables the Board to understand the culture and behaviours
regarding site safety.
Customer satisfaction
survey score.
The Board receives reports at every meeting on the latest 8-week and 9-month customer
satisfaction survey scores. The 9-month survey score was included in the annual bonus
in FY24 for Executive Directors and employees, with the 8-week survey score acting as
an area for downward discretion. This supports the ongoing focus on delivering a high
quality product and service for our customers.
Review of the Group’s
People strategy and
‘Culture Book’.
Scrutiny and oversight of the Group’s people and culture materials. The Board will
monitor the embedding of the Culture Book and receive feedback.
Approval of the
Group’s Modern
Slavery Statement.
Scrutiny and oversight of the steps taken to prevent modern slavery.
Attendance at the
Group’s Risk Oversight
Committee and
the Sustainability
Committee.
This has given greater insight into the assessment of risks and implementation of
mitigation plans, and the development and implementation of the Sustainability
Strategy. As a result, the Board has increased focus on social value impact and the
roadmap to Net Zero homes.
Review of ‘Speak Up’
whistleblowing reports
and investigations
outcomes.
Provides insight into employee concerns and behavioural trends relating to the workforce.
Where necessary, changes have been made to the new standardised processes
and controls.
Review Peakon
Surveys outcomes.
Provides insight into employee views and matters of importance relating to the workforce.
Feedback from employees relating to workload arising from organisational changes has
been incorporated into the activities of the Business Improvement Groups and life of site
processes, along with systems improvements. Improvements to the talent management
process are also being developed to address feedback on career development.
The Board appreciates its ownership of stakeholder
engagement and the key role it plays in our Company strategy.
The Board believes that good decision making includes
considering the Group’s stakeholders and through knowing,
understanding and engaging with them, they get to share their
priorities, expectations and concerns. This sets the tone for
transparency, accountability and openness, and together, we
can achieve our strategic ambitions.
Further details on Stakeholder Engagement can be found
on pages 98 to 101.
As part of its decision making process, the Board considers
the long-term consequences of the decisions it makes and
the impacts on all stakeholders. As very often stakeholders’
interests differ, the Board endeavours to balance conflicting
needs and, in certain circumstances, may prioritise the
interests of one or more stakeholders over others. At all times,
the principle guiding the Board’s decision making is that the
outcome of each decision supports the delivery of the Group’s
strategy and its long-term success.
The framework to ensure all stakeholder interests are properly
considered and that outcomes support the Group’s strategy
and its long-term success is set out below.
HOW THE BOARD CONSIDERS STAKEHOLDER INTERESTS IN ITS DECISION
MAKING AND THE IMPACT ON THE OUTCOME OF ITS DECISIONS
BOARD DECISION MAKING
The Board sets the Group’s
purpose, values and strategic
pillars which drive its decision-
making to achieve its purpose.
Group purpose, values and
‘Do the right thing’ ethos informs
all debates.
The Board’s significant experience
and diverse set of skills ensure
that debate is well-informed,
challenging and constructive.
The Board has a diverse
set of skills which ensures
that there is a depth of
knowledge and experience
when making decisions.
The Board monitors any follow
up actions.
The Board receives regular
updates on the outcomes of
decisions made, including any
impact on stakeholders.
The Directors engage directly
with stakeholders.
The Board regularly reviews
and discusses feedback from
stakeholder engagement.
Stakeholders’ critical role
is factored into strategy
development and risk.
management processes.
Board papers seeking
decision approvals cover
Section 172(1) matters.
The Board and ELT receive
training on Directors’ duties and
responsibilities and specifically
Section 172(1) obligations.
OUTCOME S
DISCUSSION
INFORMATION
BOARD
SKILLS
DIVERSITY
PURPOSE,
VALUES AND
STRATEGIC
PILLARS
ACTION TAKEN LINK TO CULTURE
STRATEGIC
PRIORITIES
Independent
review by large
accounting firm.
The Audit Committee reviewed the independent report which highlighted the pressure
being felt from organisational change as a fundamental driver underlying the issues in
the South Division. It also addressed that there were areas of regional cultural and
process inconsistencies. An outcome of the findings was that the management team and
the Board have developed proposals to address the issues, including actions relating to
culture and whistleblowing. The Board will monitor the implementation and embedding
of the proposals.
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SECTION 172(1) FACTOR RELEVANT DISCLOSURES
A
Consequence of any decision in
the long term
• Company purpose 2
• Our business model 18
• Strategic pillars 20
• Board activities 88 to 90
B
The interests of the Company’s
employees
• Company purpose, values, culture 91
• Diversity and inclusion 53
• Employee engagement 98 to 99
• Sustainability report 38 to 58
C
The need to foster the Company’s
business relationships with suppliers,
customers and others
• Anti-bribery and corruption 42
• Modern slavery 42
• Sustainability report 38 to 58
• Stakeholder engagement 98 to 101
D
The impact of the Company’s
operations on the community and
the environment
• Zero carbon ready homes 5 and 49
• Skills academies 5 , 55, and 58
• TCFD disclosures 59 to 65
• UN Sustainable Development
Goals disclosures
44 to 51
• Charitable giving 56
E
The desirability of the Company
maintaining a reputation for high
standards of business conduct
• Awards and recognition 9 to 10
• Culture and values 91
• Risk management and control framework 68 to 69
• Speak Up Whistleblowing Policy 42
F
The need to act fairly as between
members of the Company
• Driving enhanced returns for shareholders 91
• Shareholder engagement 100 to 101
• Annual General Meeting 224
• Rights attached to shares 152
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Vistry Group PLC
BOARD LEADERSHIP AND COMPANY PURPOSE
continued
Set out below, are three examples of how key stakeholders were considered in principal decisions made by the Board in 2024, and
the outcome. A ‘principal decision’ includes discussion and decision relating to a material or strategic Group matter or any matter
that is significant to our stakeholders. This should be read in conjunction with the Section 172(1) statement on page 5.
PRINCIPAL
DECISION
STAKEHOLDER CONSIDERATION
SECTION 172(1)
MATTERS
CONSIDERED
Combined
role of
Executive
Chair & CEO.
In January 2024, the Board approved that Greg Fitzgerald would take on the combined
role of Executive Chair & CEO with effect from the close of the 2024 AGM, following the
retirement of existing Chair Ralph Findlay.
• Throughout the year ended 31 December 2023, the Nomination Committee, on behalf of
the Board, had been undertaking a Chair succession process and considered different
solutions. Options included the election of an existing Non-Executive Director as the new
Board Chair, extending the tenure of the existing Chair, the recruitment of a new Director
to take on that role, and the current CEO stepping into the role of Executive Chair.
In January 2024, the Board approved the combined role of Executive Chair & CEO to take
effect from the close of the 2024 Annual General Meeting held in May.
• The Board considered the change in strategy implemented in the second half of
FY23 to focus exclusively on its resilient Partnerships model and were of the view that
implementing a radical shift in business strategy on the back of a transformational
acquisition qualified as special business circumstances. As such, the Board concluded that
Greg’s fundamental understanding of the business (including the relationships fostered
with its people, suppliers, partners and customers) and Board dynamics were central to
the continuity and effective implementation of the Group’s strategy. His appointment as
Executive Chair would ensure consistency and continuity in the execution of the revised
strategy, utilising his 40 years of experience and value creation in the sector.
• Soundings were taken from some of the largest shareholders to understand their
perspective in relation to the combined role of Executive Chair & CEO. With the support
of some of our largest shareholders, the Board decided that the attribution of the Chair
role to the CEO was the best governance arrangement for Vistry and all of its stakeholders
at this time. The Board understood that the combined role of Executive Chair & CEO
would be contrary to the principles of the Code, which some shareholders would not
be comfortable with. However, it was determined that it was, overall, the right decision
and that it was in the best interest of all stakeholders to support the delivery of the
Company strategy.
• In making this decision, the Board recognised the importance of maintaining independent
oversight in Board leadership positions. As a result of this, Rob Woodward was appointed
to the Board as an experienced Senior Independent Director to provide additional
oversight on governance matters and serve as an alternative point of communication for
investors and the other Non-Executive Directors, thereby securing an appropriate division
of responsibilities between management and oversight. At this time, the Board approved
a bespoke 'Division of Responsibilities' for the enhanced governance responsibilities to be
held by the SID.
A
B
C
D
E
F
Share
buyback
programme.
In line with its capital allocation policy in March 2024 and September 2024, the Board
approved the commencement of a £100m share buyback programme and £130m share
buyback programme which included a special distribution of £75m respectively.
• In March 2024, following consideration of the financial year ending 31 December 2023
results the Board approved a final ordinary distribution of £100m. The Board remained of
the view that the share price remained undervalued, and the best method to return value
back to its shareholders was through a share buy back. The £100m share buy back started
in April 2024 and concluded in September 2024.
• Consideration was also given to the interests of our people, many of whom are
participants in the Group’s various employee share plans. The share buyback purchased
250,000 shares into treasury to be used to satisfy employee share awards that may vest in
the future. The Board also acknowledged that ceasing the payment of a dividend would
affect the participants' receipt of notional dividends in the Long-Term Incentive Plan and
Deferred Bonus Plan.
A
B
E
F
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OUR STAKEHOLDERS
PEOPLE PARTNERS CUSTOMERS COMMUNITIES SUPPLY
CHAIN
REGULATORS INVESTORS
PRINCIPAL
DECISION
STAKEHOLDER CONSIDERATION
SECTION 172(1)
MATTERS
CONSIDERED
Share buyback
programme
continued.
• To support the Group’s target of a £1bn capital distribution to its shareholders
through to and including the financial year 2026, the Board proposed an increase
to the 10% authority to purchase its own shares approved by shareholders at the
2023 annual general meeting to 14.99% of the Company’s total ordinary share capital
(excluding treasury shares). This was intended to provide the Board with additional
flexibility to manage the Company’s share capital, make returns to shareholders and
allow the Company to deliver distributions to shareholders through further share
buybacks in line with the Group’s capital allocation policy. This resolution was passed
at a vote at the 2024 AGM with 99.16% of shareholders in favour of the resolution,
representing circa 80% of the Company’s issued share capital.
• In September 2024, following consideration of the HY24, results the Board approved
an ordinary distribution of £55m and a special distribution of £75m. The Board
remained of the view that the best method to return value back to its shareholders
was through a share buyback.
• Following the multiple trading updates for the financial year ended 31 December
2024, the Board considered whether to continue with the share buyback programme
and the Board determined it would be in the best interests of its members as a
whole, having given fair consideration to all members and key stakeholders to
continue with its commitment to return value to shareholders.
A
B
E
F
Commissioned
an independent
review of the
business to
ascertain the
causes of the
cost forecast
issues identified.
In October 2024, the Group released an announcement to the market providing
an update on profit guidance for the financial year ended 31 December 2024 and
information on forecast cost issues that had arisen within the Group's South Division.
The Board were cognisant of the impact the announcement would have on all
stakeholders and considered the most effective means of reassuring them.
Following the October 2024 trading update, the Board initiated both independent and
internal reviews to verify the nature and scope of the issues, confirm the impact, and
determine any resultant actions required.
An internal review was commenced with input from senior management, internal
audit, the people team and advice from external solicitors to understand how the cost
issues had arisen. These activities included:
• Deep-dive reviews of all four regions in the South Division by interim management
and others from outside the South Division;
• Mandated detailed Cost Value Reconciliation reviews for all other regions in
October, attended by divisional and regional management, internal audit and
other management;
• Balance sheet reviews of all regions by finance management teams, which were
independent of the division; and
• A review of senior management talent and organisation structure.
• The Board also approved the commissioning of a large accounting firm to undertake
a review which would focus on the cost reporting process, culture and management
in the South Division, with a wider review across the whole business to ascertain
if similar issues to those identified in the South Division existed in other regions.
The Board acknowledged that an independent review would also help to reassure
stakeholders that the issues identified were confined to the Group’s South Division
and were not broader.
A
B
C
E
F
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BOARD LEADERSHIP AND COMPANY PURPOSE
continued
INVESTING FOR THE LONG TERM
Much of the Board's decision making is focused around
ensuring the sustainable long-term success of the Group.
Each year, the Board considers the Strategic Plan, which
assesses the opportunities and risks for the Company over
the following five years, and forms the basis of our Viability
Statement (see pages 76 and 77).
The Board also devotes a day to considering the long-
term strategy of the business, incorporating presentations
and discussions on longer term opportunities, risks and
threats. Throughout the year, the Board considers material
and strategic land acquisition opportunities, and material
contracts, for sites that will contribute to profits in the
medium term. It has adopted a framework for investment to
support sustainable profits and growth in the future.
BOARD ASSESSMENT OF RISK MANAGEMENT
AND INTERNAL CONTROL EFFECTIVENESS
The Board is ultimately responsible for overseeing how we
manage both internal and external risks that could impact our
business model and strategic goals.
The Board determines the Group’s risk appetite, regularly
reviews the Group’s principal and emerging risks and,
on an annual basis, reviews the effectiveness of our risk
management and internal control systems undertaking
horizon scanning to identify new emerging risks.
See pages 70 to 75 for details of the Group's
principal risks.
STATEMENT OF REVIEW
During 2024, the Board has directly and through delegated
authority to the Audit Committee, monitored and reviewed
the Group’s risk management activities and processes,
including a review of the effectiveness of all material risk
mitigations and the financial, operational and compliance
internal controls.
The Audit Committee’s activities in these areas are set out
in the Audit Committee report on pages 112 and 121.
Following this review, the Board is satisfied that, at the time of
conducting the year end review, any significant control failings
or weaknesses related to material controls identified as part
of the monitoring had been adequately remediated. The year-
end review provided the Board with sufficient appropriate
evidence and reasonable confidence to determine that all
material controls were effective as at the balance sheet date.
PRINCIPAL
DECISION
STAKEHOLDER CONSIDERATION
SECTION 172(1)
MATTERS
CONSIDERED
• The independent review instruction was led by Rowan Baker, Chair of the Audit
Committee. The Audit Committee received reports from the internal review and the
independent review prior to the trading update in November. The reviews determined
that the significant issues had been found to be confined to the South Division and
could be attributed to insufficient management capability, non-compliant commercial
forecasting processes and poor divisional culture. The independent review process also
found little evidence of similar issues to those identified in the South Division in other
divisions and suggested that the Group does have key controls in place but that they
were not operated effectively by individuals in the South Division. The report made
suggestions for improvements in the control environment, training and support for
regional teams and on culture and whistleblowing. Implementation and embedding of
the proposals will be closely monitored by the Board.
A
B
C
E
F
STAKEHOLDER KEY PRIORITIES COMPANY ENGAGEMENT BOARD
-
LEVEL ENGAGEMENT ACTIONS AND OUTCOMES HOW WE EVALUATE OUR ENGAGEMENT
LINK TO
STRATEGIC
PRIORITIES
OUR PEOPLE
Our employees
who underpin the
delivery of our
purpose and strategy.
• Pay and rewards.
• Health and
wellbeing.
• Career and
personal
development
opportunities.
• Safe, fair and
diverse working
environment.
• Open
communications.
• Weekly Vistry Voice podcast
hosted by the CEO and members
of the ELT.
• Engage with Earl (Group COO).
• Regular employee representative
meetings including participation
in our People Forum, feedback
from which is communicated
to the Board and actioned.
• Confidential Peakon employee
engagement surveys carried
out twice a year.
• ELT Roadshows held virtually
and in person.
• Leadership day for approximately
300 senior leaders.
• Vistry Awards.
• Weekly email newsletter
from Regional Managing
Director or Vistry Services
Head on key issues in the
Group and that team.
• People Forum – Designated NED for workforce
engagement.
• Non-Executive Directors attended site visits, Vistry
Works factory and Vistry Innovation Centre visits,
on an individual basis throughout the year.
• The Board reviews the findings of the Peakon
employee engagement survey which highlights the
issues that matter most to our people.
• The Board reviewed the Group People Strategy and
Culture Book which was issued to the business in
October 2024.
• The Board invite members of the management team
to regularly attend Board meetings and input to
discussion items.
• The Board and Audit Committee receive data on
the Group’s Speak Up hotline and, details of related
investigations and the resulting outcomes.
• The CEO and members of the ELT took part in the
employee roadshows and answered any questions
raised by employees with two Non-Executive Directors
attending to observe.
• Members of the Board attend the Company’s
Risk Oversight Committee which is comprised of
employees from across the Group where the principal
risks and their mitigation plans are discussed, and
emerging risks are identified and debated.
• The Remuneration Committee receives reports on
workforce remuneration practices and alignment of
incentives and rewards with culture.
• Reports on key people KPIs such as voluntary turnover
rates are provided at every Board meeting.
• Refresh the Talent Development Framework, giving
employees guidance on development available.
• Progress standard jobs and role descriptions, and ensure
responsibilities are clear.
• Action plans were put in place with individual functions
and teams to either enhance or improve engagement,
they undertake with their teams.
• Issue of Vistry Culture Book.
• An extra day of annual leave was granted for all
employees to acknowledge their hard work and
commitment during the year following employee
feedback received through roadshows, People Forum
and Peakon survey.
• Explore a recognition framework to help acknowledge
and celebrate employee contributions.
• Peakon employee engagement scores provide a
quantified measurement of engagement.
• Voluntary employee turnover provides insight
into trends on why people chose to leave Vistry.
• Reports through our Speak Up hotline allows us
to continue to do the right thing and manage any
issues in a timely manner.
• Accident Incident Rate measures the Company’s
safety performance against the industry and can
highlight areas we need to improve on to keep
our people safe.
PARTNERS
Key partners include
registered providers,
local authorities,
private rented sector
providers and Homes
England who work
with us in the delivery
of our strategy.
• The successful
delivery of high
quality, affordable
and sustainable
homes.
• Engagement with large housing
associations through forums.
• Membership of the Home
Builders Federation.
• Regular meetings with partners.
• Dedicated affordable housing
team that liaises with our
registered provider partners.
• Partner satisfaction survey.
• The perspectives of partners on the Group and their
role within the Partnerships focused operating model
were provided to the Board through the strategy
update discussions.
• The results of the partner perception survey and key
actions provided to the Board.
• Engaged with partners to reassure them of the Group
capabilities following the issues identified within the
South Division.
• The completion of substantial partnership agreement
with: Sigma Capital Group to deliver 5,000 Build-to-
Rent homes over the next five years; Homes England to
deliver 1,000 mixed-tenure homes; and Blackstone Real
Estate and Regis Group plc agree terms for the delivery
of circa 1,750 new homes.
• Vistry achieved an aggregated score of 4.01 (HBF 4-star
status equivalent) in response to our 2024 biannual
partner surveys. The questions align with the NHBC
survey and include two questions used as part of the
new HBF scoring methodology, based on build quality
and customer focus. Responses were received from 64
partners during 2024.
• Implementation of a four part action plan to address the
findings of the partner perception survey results.
• Securing preferred developer status on mixed
tenure developments with Partners.
• Developing sites with at least 50% pre-sold
to Partners.
• Delivering affordable homes for Partners above
s106 requirements.
• Partner satisfaction survey provides insight
on specific developments and areas
for improvement.
OUR STAKEHOLDERS AND ENGAGEMENT
98
|
Vistry Group PLC
The Board understands that positive stakeholder relationships and engagement plays a key part to the success of our business.
We pro-actively engage with our stakeholders as we know that good decision making includes considering our stakeholders
and through knowing and understanding their key priorities, we can achieve our strategic ambitions priorities, expectations
and concerns. This sets the tone for transparency, accountability and openness and together we can fulfil our purpose, achieve our
strategy and create sustainable value over the long term.
Details of our stakeholders and the channels used to ensure the Board builds an understanding of the issues that are most
important to each stakeholder group are set out below.
For further information about our strategic priorities see page 20.
STAKEHOLDER KEY PRIORITIES COMPANY ENGAGEMENT BOARD
-
LEVEL ENGAGEMENT ACTIONS AND OUTCOMES HOW WE EVALUATE OUR ENGAGEMENT
LINK TO
STRATEGIC
PRIORITIES
OUR PEOPLE
Our employees
who underpin the
delivery of our
purpose and strategy.
• Pay and rewards.
• Health and
wellbeing.
• Career and
personal
development
opportunities.
• Safe, fair and
diverse working
environment.
• Open
communications.
• Weekly Vistry Voice podcast
hosted by the CEO and members
of the ELT.
• Engage with Earl (Group COO).
• Regular employee representative
meetings including participation
in our People Forum, feedback
from which is communicated
to the Board and actioned.
• Confidential Peakon employee
engagement surveys carried
out twice a year.
• ELT Roadshows held virtually
and in person.
• Leadership day for approximately
300 senior leaders.
• Vistry Awards.
• Weekly email newsletter
from Regional Managing
Director or Vistry Services
Head on key issues in the
Group and that team.
• People Forum – Designated NED for workforce
engagement.
• Non-Executive Directors attended site visits, Vistry
Works factory and Vistry Innovation Centre visits,
on an individual basis throughout the year.
• The Board reviews the findings of the Peakon
employee engagement survey which highlights the
issues that matter most to our people.
• The Board reviewed the Group People Strategy and
Culture Book which was issued to the business in
October 2024.
• The Board invite members of the management team
to regularly attend Board meetings and input to
discussion items.
• The Board and Audit Committee receive data on
the Group’s Speak Up hotline and, details of related
investigations and the resulting outcomes.
• The CEO and members of the ELT took part in the
employee roadshows and answered any questions
raised by employees with two Non-Executive Directors
attending to observe.
• Members of the Board attend the Company’s
Risk Oversight Committee which is comprised of
employees from across the Group where the principal
risks and their mitigation plans are discussed, and
emerging risks are identified and debated.
• The Remuneration Committee receives reports on
workforce remuneration practices and alignment of
incentives and rewards with culture.
• Reports on key people KPIs such as voluntary turnover
rates are provided at every Board meeting.
• Refresh the Talent Development Framework, giving
employees guidance on development available.
• Progress standard jobs and role descriptions, and ensure
responsibilities are clear.
• Action plans were put in place with individual functions
and teams to either enhance or improve engagement,
they undertake with their teams.
• Issue of Vistry Culture Book.
• An extra day of annual leave was granted for all
employees to acknowledge their hard work and
commitment during the year following employee
feedback received through roadshows, People Forum
and Peakon survey.
• Explore a recognition framework to help acknowledge
and celebrate employee contributions.
• Peakon employee engagement scores provide a
quantified measurement of engagement.
• Voluntary employee turnover provides insight
into trends on why people chose to leave Vistry.
• Reports through our Speak Up hotline allows us
to continue to do the right thing and manage any
issues in a timely manner.
• Accident Incident Rate measures the Company’s
safety performance against the industry and can
highlight areas we need to improve on to keep
our people safe.
PARTNERS
Key partners include
registered providers,
local authorities,
private rented sector
providers and Homes
England who work
with us in the delivery
of our strategy.
• The successful
delivery of high
quality, affordable
and sustainable
homes.
• Engagement with large housing
associations through forums.
• Membership of the Home
Builders Federation.
• Regular meetings with partners.
• Dedicated affordable housing
team that liaises with our
registered provider partners.
• Partner satisfaction survey.
• The perspectives of partners on the Group and their
role within the Partnerships focused operating model
were provided to the Board through the strategy
update discussions.
• The results of the partner perception survey and key
actions provided to the Board.
• Engaged with partners to reassure them of the Group
capabilities following the issues identified within the
South Division.
• The completion of substantial partnership agreement
with: Sigma Capital Group to deliver 5,000 Build-to-
Rent homes over the next five years; Homes England to
deliver 1,000 mixed-tenure homes; and Blackstone Real
Estate and Regis Group plc agree terms for the delivery
of circa 1,750 new homes.
• Vistry achieved an aggregated score of 4.01 (HBF 4-star
status equivalent) in response to our 2024 biannual
partner surveys. The questions align with the NHBC
survey and include two questions used as part of the
new HBF scoring methodology, based on build quality
and customer focus. Responses were received from 64
partners during 2024.
• Implementation of a four part action plan to address the
findings of the partner perception survey results.
• Securing preferred developer status on mixed
tenure developments with Partners.
• Developing sites with at least 50% pre-sold
to Partners.
• Delivering affordable homes for Partners above
s106 requirements.
• Partner satisfaction survey provides insight
on specific developments and areas
for improvement.
STRATEGIC PRIORITIES
WORKING IN
PARTNERSHIP
INCREASING
OUTPUT
LAND
PROCUREMENT
TALENTED
PEOPLE
BUILDING
SUSTAINABLY
CAPITAL
EFFICIENCY
Annual Report and Accounts 2024
|
99
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
STAKEHOLDER KEY PRIORITIES COMPANY ENGAGEMENT BOARD
-
LEVEL ENGAGEMENT ACTIONS AND OUTCOMES HOW WE EVALUATE OUR ENGAGEMENT
LINK TO
STRATEGIC
PRIORITIES
CUSTOMERS
People that
purchase our
open market
homes.
• High quality,
affordable and
sustainable homes.
• Energy efficiency.
• Building safety and
cladding.
• Mortgage
availability and
affordability.
• Excellent customer
service.
• Customer satisfaction surveys.
• Face-to-face and digital
engagement.
• ’Meet the Builder’ and detailed
home demonstration and
inspection meetings.
• Ongoing commercial dialogue.
• The ‘Unwrapped Home’ allowing
customers to see how their
property is being built.
• Reports on customer satisfaction are provided
at every Board meeting through the HBF
customers satisfaction 8-week and 9-month
survey results.
• The Board receives reports on brand and
product development, and, in particular,
development of zero carbon ready homes and
alternative methods of construction, which
address the customer perspective.
• We are pleased to have achieved a 5-star rating
for a sixth consecutive year. The Group's HBF
8-week customer satisfaction score for FY24 was
94.5%, with the 9-month score being 83.6%. This
was included as part of a Sustainability metric in
our 2024 annual bonus scheme.
• Executive Chair & CEO oversight of issues
requiring customer settlements.
• 8-week and 9-month HBF customer satisfaction scores
highlight what customers think of our new homes and
whether they are willing to recommend us to a friend.
• Number of complaints received during a period and time to
resolve. Understanding what the complaints relate to allows
us to improve on these items going forward.
• Take up of incentives offered by the Group provides insight
on whether we have fully understood the needs of our
customers and offered the right products to enable them to
become homeowners.
• Defect resolution.
COMMUNITIES
People who are
impacted by
what we do.
• Quantifiable
positive social
impact.
• Increased delivery
of affordable
homes.
• Minimal impact
from operations.
• Regular engagement and meetings
with registered providers of social
housing, housing associations
and HBF.
• Undertake and participate in
public consultations.
• Support local community initiatives.
• Regular engagement and meetings with
Registered Providers, Housing Associations
and HBF, including meeting with the NHBC
CEO and COO.
• Sustainability Committee NED participation
in the Committee with regular reports to
the Board.
• Sustainability metric included in annual bonus
scheme including targets for Skills Academies,
delivery of affordable homes above s106
requirements and customer satisfaction.
• Sustainability targets included in external
debt facilities.
• Achievement against sustainability targets.
• Increased production and use of timber frame and
associated products manufactured by Vistry Works.
• 4 new Skills Academies launched in 2024.
SUPPLY CHAIN
Businesses that
provide us with
materials and
services.
• Long-term
relationships.
• Equitable
commercial and
payment terms.
• Modern slavery.
• Fair pay.
• Regular ELT level engagement
with key suppliers.
• Undertake account reviews and gather
360 supplier feedback which is shared
with the Risk Oversight Committee
and the Board.
• Regular project meetings.
• Host product development forums.
• CEO and CFO maintain relationships with
directors of the Group’s key suppliers.
• Reports on supply chain management are
provided at every Board meeting.
• The Board receives an annual report on the
Group’s Modern Slavery Act procedures,
including steps taken to engage with the
Supply Chain on the topic.
• Strategic partnerships in place with key suppliers
to deliver surety of supply, develop innovation,
support sustainability and social value agenda.
• Proactively managed cost base with our key
supply chain partners.
• Strategic partnerships with key suppliers that support our
operations with equitable commercial terms.
REGULATORS
Entities that set the
framework, including
legislation, we must
operate within.
• Effective
implementation
of legislation and
regulations including
building safety,
biodiversity net
gain, Future Homes
Standards and New
Homes Quality
Code.
• Trusted partner.
• Direct discussions with Government
departments.
• Homes England and local
authorities engagement.
• HBF and NHBC engagement.
• Participation in Government
consultations.
• Pre-application engagement with local
planning authorities, town and parish
councils and communities.
• Reports on engagement with the HBF,
Government departments and Homes England
are provided through the year on key topics
such as successful grant for First Homes, new
NHQB code and ombudsman and progress of
Building Safety Bill.
• The Board met with the NHBC to learn more
about their role in raising quality standards
and as agent for change for next generation
home building
• Development of house type specifications to
meet Future Home Standard.
• The Group has reviewed all buildings over 11
metres tall where it was the developer and has
also adjusted the building safety provision for
remedial works.
• Constructive dialogue with Government departments and
other regulators.
INVESTORS
Investors who
provide capital to
fund our activities.
• Sustainable returns.
• Strategy and
delivery.
• Embedded ESG
practices.
• Investor meetings and roadshows.
• Trading updates and bi-annual results
announcements and presentations.
• AGM and General Meeting.
• Shareholder consultations.
• The SID has held a series of meetings with larger
shareholders on corporate governance matters.
• The Board receives analysts' notes published
about the Group and the sector and is
regularly updated by the Executive Directors
and the Group’s brokers on shareholder
sentiment, feedback from meetings and the
Group’s IR programme.
• The Board attended the 2024 AGM and were
available to answer shareholder questions.
• Considered shareholder feedback on the
changes to the Board, including the combined
role of Executive Chair & CEO.
• Engaged with investors to reassure them of
the Group’s capabilities following the issues
identified within the South Division.
• Capital allocation policy confirmed, targeting
£1bn capital distribution over the next three years
and eliminate net debt.
• Further progressed our sustainability targets.
• Enhanced role for the Senior Independent
Director to address governance concerns
regarding the combined role of Executive
Chair and CEO.
• Share register movements provide insights into the number
of shareholders buying and selling shares in the Company.
• Results at the AGM help us to gain an understanding of which
resolutions generate shareholder concern.
100
|
Vistry Group PLC
STAKEHOLDER KEY PRIORITIES COMPANY ENGAGEMENT BOARD
-
LEVEL ENGAGEMENT ACTIONS AND OUTCOMES HOW WE EVALUATE OUR ENGAGEMENT
LINK TO
STRATEGIC
PRIORITIES
CUSTOMERS
People that
purchase our
open market
homes.
• High quality,
affordable and
sustainable homes.
• Energy efficiency.
• Building safety and
cladding.
• Mortgage
availability and
affordability.
• Excellent customer
service.
• Customer satisfaction surveys.
• Face-to-face and digital
engagement.
• ’Meet the Builder’ and detailed
home demonstration and
inspection meetings.
• Ongoing commercial dialogue.
• The ‘Unwrapped Home’ allowing
customers to see how their
property is being built.
• Reports on customer satisfaction are provided
at every Board meeting through the HBF
customers satisfaction 8-week and 9-month
survey results.
• The Board receives reports on brand and
product development, and, in particular,
development of zero carbon ready homes and
alternative methods of construction, which
address the customer perspective.
• We are pleased to have achieved a 5-star rating
for a sixth consecutive year. The Group's HBF
8-week customer satisfaction score for FY24 was
94.5%, with the 9-month score being 83.6%. This
was included as part of a Sustainability metric in
our 2024 annual bonus scheme.
• Executive Chair & CEO oversight of issues
requiring customer settlements.
• 8-week and 9-month HBF customer satisfaction scores
highlight what customers think of our new homes and
whether they are willing to recommend us to a friend.
• Number of complaints received during a period and time to
resolve. Understanding what the complaints relate to allows
us to improve on these items going forward.
• Take up of incentives offered by the Group provides insight
on whether we have fully understood the needs of our
customers and offered the right products to enable them to
become homeowners.
• Defect resolution.
COMMUNITIES
People who are
impacted by
what we do.
• Quantifiable
positive social
impact.
• Increased delivery
of affordable
homes.
• Minimal impact
from operations.
• Regular engagement and meetings
with registered providers of social
housing, housing associations
and HBF.
• Undertake and participate in
public consultations.
• Support local community initiatives.
• Regular engagement and meetings with
Registered Providers, Housing Associations
and HBF, including meeting with the NHBC
CEO and COO.
• Sustainability Committee NED participation
in the Committee with regular reports to
the Board.
• Sustainability metric included in annual bonus
scheme including targets for Skills Academies,
delivery of affordable homes above s106
requirements and customer satisfaction.
• Sustainability targets included in external
debt facilities.
• Achievement against sustainability targets.
• Increased production and use of timber frame and
associated products manufactured by Vistry Works.
• 4 new Skills Academies launched in 2024.
SUPPLY CHAIN
Businesses that
provide us with
materials and
services.
• Long-term
relationships.
• Equitable
commercial and
payment terms.
• Modern slavery.
• Fair pay.
• Regular ELT level engagement
with key suppliers.
• Undertake account reviews and gather
360 supplier feedback which is shared
with the Risk Oversight Committee
and the Board.
• Regular project meetings.
• Host product development forums.
• CEO and CFO maintain relationships with
directors of the Group’s key suppliers.
• Reports on supply chain management are
provided at every Board meeting.
• The Board receives an annual report on the
Group’s Modern Slavery Act procedures,
including steps taken to engage with the
Supply Chain on the topic.
• Strategic partnerships in place with key suppliers
to deliver surety of supply, develop innovation,
support sustainability and social value agenda.
• Proactively managed cost base with our key
supply chain partners.
• Strategic partnerships with key suppliers that support our
operations with equitable commercial terms.
REGULATORS
Entities that set the
framework, including
legislation, we must
operate within.
• Effective
implementation
of legislation and
regulations including
building safety,
biodiversity net
gain, Future Homes
Standards and New
Homes Quality
Code.
• Trusted partner.
• Direct discussions with Government
departments.
• Homes England and local
authorities engagement.
• HBF and NHBC engagement.
• Participation in Government
consultations.
• Pre-application engagement with local
planning authorities, town and parish
councils and communities.
• Reports on engagement with the HBF,
Government departments and Homes England
are provided through the year on key topics
such as successful grant for First Homes, new
NHQB code and ombudsman and progress of
Building Safety Bill.
• The Board met with the NHBC to learn more
about their role in raising quality standards
and as agent for change for next generation
home building
• Development of house type specifications to
meet Future Home Standard.
• The Group has reviewed all buildings over 11
metres tall where it was the developer and has
also adjusted the building safety provision for
remedial works.
• Constructive dialogue with Government departments and
other regulators.
INVESTORS
Investors who
provide capital to
fund our activities.
• Sustainable returns.
• Strategy and
delivery.
• Embedded ESG
practices.
• Investor meetings and roadshows.
• Trading updates and bi-annual results
announcements and presentations.
• AGM and General Meeting.
• Shareholder consultations.
• The SID has held a series of meetings with larger
shareholders on corporate governance matters.
• The Board receives analysts' notes published
about the Group and the sector and is
regularly updated by the Executive Directors
and the Group’s brokers on shareholder
sentiment, feedback from meetings and the
Group’s IR programme.
• The Board attended the 2024 AGM and were
available to answer shareholder questions.
• Considered shareholder feedback on the
changes to the Board, including the combined
role of Executive Chair & CEO.
• Engaged with investors to reassure them of
the Group’s capabilities following the issues
identified within the South Division.
• Capital allocation policy confirmed, targeting
£1bn capital distribution over the next three years
and eliminate net debt.
• Further progressed our sustainability targets.
• Enhanced role for the Senior Independent
Director to address governance concerns
regarding the combined role of Executive
Chair and CEO.
• Share register movements provide insights into the number
of shareholders buying and selling shares in the Company.
• Results at the AGM help us to gain an understanding of which
resolutions generate shareholder concern.
OUR STAKEHOLDERS AND ENGAGEMENT
continued
Annual Report and Accounts 2024
|
101
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
DIVISION OF RESPONSIBILITIES
ROLE ON THE BOARD RESPONSIBILITIES
Executive Chair and
CEO
Greg Fitzgerald
(from 16 May 2024)
• Directs the strategy and operation of the Company towards profitable growth, ensuring
that the Board is effective in setting and implementing such strategy.
• Acts as the leading representative in presenting the Company’s aims and policies to
stakeholders, clients, suppliers and employees.
• Leads the Board and its overall effectiveness in directing the Company.
• Promotes high standards of governance.
• Promotes a culture of openness and inclusion to facilitate and encourage open, constructive
challenge and debate between all Directors.
• Engages with major shareholders and other stakeholders to understand their views on
governance and performance against strategy.
• Assumes full accountability to the Board for all Company operations, and leads the ELT in
delivering the Group strategy, objectives and culture as determined by the Board.
• Ensures the Board is aware of the views of the workforce.
Senior
Independent
Director
Rob Woodward
(from 16 May 2024)
• Chair of the Nomination Committee.
• Leads on succession planning for the Executive Chair and CEO.
• Supports the Executive Chair and CEO in ensuring that the Board discharges its duties to fulfil
good corporate governance practice.
• Serves as an intermediary for other Directors.
• Maintains an active dialogue with shareholders on governance matters.
• Available to shareholders if they have concerns when contact through the standard channels
has either failed to resolve or would be inappropriate.
• Leads meetings of the Non-Executive Directors without the Chair present to appraise the
Chair’s performance and a full and frank airing of views.
Non-Executive Directors
Chris Browne
Rowan Baker
Paul Whetsell
Helen Owers
Usman Nabi
Alice Woodwark
• Provide constructive challenge and independent perspective.
• Monitor strategic execution and performance per the risk and control framework.
• Serve on the Board’s Committees.
• Promote and support the Group’s values and commitment to high standards of
corporate governance.
Chief People Officer &
General Counsel
Company Secretary
Clare Bates
• Responsible for advising the Board on all corporate governance matters and best practice.
• Works with the Chair to ensure Directors receive accurate and timely information to enable
them to discharge their duties.
• Ensures a smooth flow of information to enable effective decision making.
• Works with the Chair to design the induction program for new Board members and
co-ordinates ongoing Board training.
102
|
Vistry Group PLC
COMPOSITION, SUCCESSION AND EVALUATION
BOARD COMPOSITION
Board appointments are made based on recommendations
from the Nomination Committee with due consideration
given to the benefits of diversity in its broadest sense,
including gender, social and ethnic backgrounds. Board
appointments are made solely on merit, with the overriding
objective of ensuring that the Board maintains the
correct balance of skills, diversity, length of service and
knowledge of the sector to successfully determine the
Group’s strategy. The Nomination Committee also reviews
the ongoing commitments of candidates before making
recommendations for the appointment of new Directors.
Directors are required to seek Board approval before taking
on additional commitments to ensure that existing roles and
responsibilities continue to be met and conflicts are avoided
or managed.
For details on the Company's compliance with UK Listing
Rule 6.6.6 see page 111.
For Board biographies see pages 85 and 86.
RE
-
APPOINTMENT OF DIRECTORS
The Board Directors (except for Chris Browne) are subject
to annual re-election and will be proposed for election or
re-election (as appropriate) by shareholders at the 2025
Annual General Meeting. The Executive Chair has confirmed
that following the external Board evaluation, all Directors
continue to be effective and have the time available to
commit to their role. The Board strongly supports the
election or re-election (as appropriate) of all individual
Directors. Chris Browne has served on the Board for over
nine years and will be stepping down after the 2025 Annual
General Meeting, after having served for a further year to
provide continuity and allow the Board more time to recruit
a further Independent Non-Executive Director.
The Directors’ biographies on pages 85 and 86 and the
notes to the 2025 Annual General Meeting Notice that
accompanies this Annual Report and Accounts, together,
provide details explaining why the Directors' contributions
are, and continue to be important for the Group’s long-term
sustainable success.
For more on Board appointments see the Nomination
Committee Report on pages 108 to 111.
BOARD INDUCTION AND DEVELOPMENT
On joining the Board, all Directors participate in a formal
induction programme which the Executive Chair monitors
and is the responsibility of the Company Secretary.
A refreshed non-executive director induction programme
was introduced during 2024 to better support new
Directors to quickly understand the strategy, stakeholder
perspectives, the principal risks faced by the Group and
the key performance metrics. The induction provides new
Directors with insight into the Group’s strategy, culture and
operations and informs them about the governance and
internal controls processes in place. Its purpose is to ensure
that each newly appointed Director can contribute to Board
discussions as quickly as possible. Each induction is then
tailored to the individual Director’s needs based on their
skills and experience.
The Board has received corporate governance updates,
which included ESG matters throughout the year, as well as
training on sector-specific topics. All Directors have access
to the advice and services of the Company Secretary and,
through her, have access to independent professional advice
in respect of their duties at the Group’s expense.
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THE CHAIR, CHIEF EXECUTIVE OFFICER AND
SENIOR INDEPENDENT DIRECTOR
As referred to in the Chairs Governance letter to Shareholders,
from the 2024 Annual General Meeting held in May, Greg
Fitzgerald took on the role of Executive Chair and CEO when
Ralph Findlay stepped down as Chair of the Board. To reflect
Greg’s role as an executive within the business, the Board
agreed to put in place certain additional governance steps
within our processes and on the same date, Rob Woodward
was appointed as Senior Independent Director (SID).
A bespoke division of responsibilities was established
setting out this enhanced governance role and these
can be found at www.vistrygroup.co.uk/investor-centre/
corporate-governance
.
INDEPENDENCE OF NON
-
EXECUTIVE DIRECTORS
The independence of the Non-Executive Directors is kept under
review and assessed annually. The Board considers that all
Non-Executive Directors, except Jeff Ubben and Usman Nabi,
who served during the year, are independent in character and
judgement, with no relationships or circumstances that are
likely to affect, or could appear to affect their judgement.
Chris Browne agreed to remain on the Board as an Independent
Non-Executive Director for up to one more year to ensure
continuity and allow the Board more time to recruit a further
Independent Non-Executive Director. The Board considered
whether she was free from any relationship that could materially
interfere with the exercise of independent judgement and
determined she remained independent even after a tenure of
over nine years.
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Construction & property
Retail
Financial
Strategy & business development
People & culture
Health & safety and regulation
Public sector
Environment & sustainability
%
0
50
100
BOARD SKILLS MATRIX
The Board skills matrix below represents a combination of some of the key skills, experience and knowledge that our Board has
identified as particularly valuable to the effective oversight of the Company and the execution of our strategy. This matrix highlights
the depth and breadth of skills on the Board.
AGE CATEGORIES LEVEL OF ACADEMIC EDUCATION
40 to 50 Graduate (University level)
51 to 60 Post-graduate
61 plus Doctorate
GENDER
School leaver
Male
SEXUAL ORIENTATION
Female Heterosexual
ETHNIC GROUP NATIONALITY
White British
Asian, Asian British
or Asian Welsh
American
GENDER
AGE CATEGORIES
ETHNIC GROUP
LEVEL OF ACADEMIC
EDUCATION
SEXUAL ORIENTATION
NATIONALITY
* Ethnicity classifications using the ONS
www.ons.gov.uk/peoplepopulationandcommunity/culturalidentity/
ethnicity/bulletins/ethnicgroupenglandandwales/census2021
The data presented is for the Board of Directors listed on pages 84 and 85.
BOARD DIVERSITY CHARACTERISTICS
The chart below demonstrates the Board's diversity characteristics taking into account less tangible factors, such as life experience
and personal attitudes.
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
DIVISION OF RESPONSIBILITIES
continued
NEW DIRECTOR INDUCTION PROGRAMMES DELIVERED IN 2024
Usman Nabi joined the Board in January 2024 and both Rob Woodward and Alice Woodwark joined the Board in May 2024.
Summaries of their induction programmes are listed below:
DIRECTOR DESCRIPTION INDUCTION SESSIONS INCLUDED
MEETINGS DURING
INDUCTION PERIOD
USMAN NABI Tailored Non-Executive
Director induction following
Usman’s appointment as
a Non-Independent Non-
Executive Director and
member of the Nomination
Committee.
• Board governance framework and
Directors’ duties.
• Overview of the Group’s operations.
• Development site visits.
• Regular one-to-one meetings
with the Executive Chair and
CEO and other members of
the Board.
• Meetings with the Chief People
Officer & General Counsel.
ROB WOODWARD Tailored Non-Executive
Director induction following
Rob’s appointment as
a, Senior Independent
Director, Chair of the
Nomination Committee
and member of the
Audit Committee and
Remuneration Committee.
• The Group’s strategy and culture.
• Overview of the Group’s operations.
• Board governance framework and
Directors’ duties.
• Development site visits.
• Visit Vistry Works timber frame
factory and Vistry Innovation Centre.
• Briefing on the accounting specifics
of the partnerships model.
• Regular one-to-one meetings
with the Executive Chair and
CEO and other members of
the Board.
• Meetings with the Chief People
Officer & General Counsel.
• Meetings with the ELT, other
senior leaders and key advisors.
ALICE WOODWARK Tailored Non-Executive
Director induction following
Alice’s appointment as an
Independent Non-Executive
Director and member of the
Remuneration Committee,
Audit Committee and
Nomination Committee.
• The Group’s strategy and culture.
• Overview of the Group’s operations.
• Board governance framework and
Directors’ duties.
• Development site visits.
• Visit Vistry Works timber frame
factory and Vistry Innovation Centre.
• Briefing on the accounting specifics
of the Partnerships model.
• Regular one-to-one meetings
with the Executive Chair and
CEO and other members of
the Board.
• Meetings with the Chief People
Officer & General Counsel.
• Meetings with the ELT, other
senior leaders and key advisors.
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BOARD PERFORMANCE REVIEW
Round Governance Services Limited (Round Governance) were appointed to undertake an external Board performance review in
2024 following the appointment of the new Non-Executive Directors. A comprehensive brief was given to Round Governance by
the Company Secretary. The Board review took place between July and October 2024 and was designed to be forward-looking
and a tool to galvanise and focus the Board and its new members. The review also provided an opportunity to capture the insights
and experience of the outgoing Board member. Round Governance observed a Board meeting in September 2024, and support
materials for briefing purposes were provided by the Company. In October 2024, detailed interviews were conducted with each
Board member. Conclusions were discussed with the Executive Chair and subsequently with the whole Board at its meeting in
February 2025.
The conclusions of that discussion are recorded in the minutes of the meeting. Following the Board’s discussion, and in
consideration of the recommendations made by Round Governance, the Board agreed on an action plan for 2025, which will be
used as the basis for the next internal review of 2025.
KEY FINDING PRIORITY ACTIONS FOR 2025
CHAIR/CEO
• Continue to monitor the effectiveness of the
combined role of CEO and the Chair.
• CEO/Chair and SID are to work closely together
to ensure the function and the role of the Chair
are carried out.
• A succession plan to be formalised and reviewed
annually for the CEO and the Chair.
• An agreed pathway for the re-introduction of the
separate role of the Chair be devised.
RISK
• Review top three biggest risks holistically.
• Prepare for the 2024 UK Corporate Governance
Code requirement that: Boards will have to make
a specific declaration in the Annual Report that
all material controls are operating effectively.
• Consider risk at every meeting, and particularly those
agenda items requiring decision.
BOARD
LOGISTICS
• Board papers to be provided to the Board at
least 5 business days before the meeting.
• Agendas for Board and Committee meetings
to be reformatted to support clarity of decision
making and appropriate time allocation.
BOARD
COMPOSITION
• Review the skills and experience of the Board
members and prepare a reminder of the roles
and functions of the executive director versus
the non-executive director.
• Succession plan to be approved for: i) the
CEO and ii) key members of the senior
leadership (short, medium, long-term plan).
• Executive Chair & CEO and the SID continue to work
on building the relationships of the Board members
outside of the Board room, to encourage more open
discussion and debate inside the Board room from all
Board members.
DECISION
-
MAKING
• Board decision making process should be
developed to explicitly consider all stakeholders.
• Programme of engagement for Non-Executive Directors
to engage with junior executives in different business
areas to be created.
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2022 INTERNAL BOARD EVALUATION PROGRESS AGAINST ACTIONS
The Board undertook an internal evaluation of effectiveness in 2022, which took the form of a detailed questionnaire and explored
the functioning of the Board as a unit and the relationship between Board members. Progress against the actions was reported in
2023 and continued during 2024, in advance of the undertaking on the external Board evaluation. It was not considered appropriate
to undertake an internal evaluation in 2023 due to the significant Board changes.
The key findings from the previous internal Board evaluation process, the Board-agreed actions to address recommendations and
the current progress against those actions are detailed below.
.
KEY FINDING PRIORITY ACTIONS PROGRESS AGAINST ACTION
STRATEGY/
INTEGRATION
Oversee the integration of Countryside, a key
activity for the Board and the Group in 2023.
This should not be at the detriment of other
strategic priorities which were to be reviewed
in detail during the year, including:
• Continuing development of the investment
case;
• Capital allocation;
• Sustainability;
• Customer;
• Brand proposition;
• Culture; and
• Political/regulatory issues and changes.
The share buyback programme continued during 2024
with continued investor engagement in relation to the
capital allocation programme.
In 2024, a Vistry Culture Book was released to aid our
people’s understanding of how the Vistry culture is
created through purpose, the Group’s strategic priorities,
people strategy, and values.
STAKEHOLDERS
• Receive direct input from and engagement
with, a registered provider about their
interaction with Countryside Partnerships; this
item was deferred from 2022.
• Receive more frequent feedback and insights
from the Group’s customer engagement
activities.
• Deepen understanding of shareholders' views.
During 2024, a partner perception survey was
undertaken to understand feedback and information
from partners/stakeholders to inform changes in Vistry’s
business strategy, operations and culture. The results
also provide a methodology and scoring data set, which
can be updated annually to demonstrate changes in
Vistry’s partners/stakeholder’s attitudes over time.
SUSTAINABILITY
• Focus on continuing to develop reporting on
verifiable baseline data and SBTi targets.
• Incorporate sustainability metrics into the KPIs.
The Sustainability Committee has attendance from a
Non-Executive Director, Helen Owers.
The SBTi has verified both our Net Zero science-based
targets and our near-term science-based targets.
BOARD
COMPOSITION
• Continue to address Board composition
and succession, taking into account natural
attrition within the Board and the importance
of diversity.
• Evolve the Board's skills and experience to
reflect the enlarged and more complex Group
and to support its growth strategy.
There has been active consideration of the Board
composition during 2024 with numerous changes,
including the appointment of three new Non-Executive
Directors (including a new Senior Independent Director).
Following the appointment of Greg Fitzgerald as
Executive Chair in May 2024, a Chair succession planning
process has been ongoing during the year and a
recruitment process to seek the appointment of an
additional Non-Executive Director remains ongoing,
with a focus on improving the diversity of the Board.
SUCCESSION
PLANNING
• Continue succession planning for the senior
leadership of the Group at both CEO/ELT and
sub-ELT levels.
• Focus on people development, including
plans for the development of a more diverse
leadership.
Succession planning and people development for the
CEO, ELT and across the senior leadership of the Group
has been an ongoing process throughout 2024 and shall
remain a priority in 2025.
BOARD PAPERS
• Review the monthly financial information
and KPIs to assess appropriateness for the
enlarged Group and adapt as required.
Updated monthly financial information and KPIs
are prepared.
DIVISION OF RESPONSIBILITIES
continued
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NOMINATION COMMITTEE REPORT
ROB WOODWARD CBE
Nomination Committee Chair
COMMITTEE MEMBERSHIP, MEETINGS AND ATTENDANCE
The table below sets out the number of scheduled meetings
attended out of the meetings members were eligible to attend.
Director
Joined Attendance
Rob Woodward
(Chair since 16 May 2024)
16 May 2024 2/2
Chris Browne 1 September 2014 5/5
Rowan Baker 18 May 2022 5/5
Paul Whetsell 18 May 2023 5/5
Helen Owers 18 May 2023 5/5
Usman Nabi 12 January 2024 4/4
Alice Woodwark 16 May 2024 2/2
Ralph Findlay
(Chair and member until 16 May 2024)
18 May 2023 3/3
The CEO attended all meetings and the COO and CFO
attended meetings by invitation. The Chief People Officer &
General Counsel acts as secretary to the Committee.
The Committee's Terms of Reference are available at
www.vistrygroup.co.uk/investor-centre/corporate-governance.
2025 PRIORITIES
• Progressing Executive and senior leadership succession
planning across the Group for CEO and also at both ELT and
below ELT levels.
• Focus on D&I initiatives to improve the diversity of the
workforce including senior leadership succession planning.
• Overseeing search process for appointment of Independent
Non-Executive Directors.
KEY RESPONSIBILITIES
• Reviews balance and composition of the Board.
• Maintains focus on succession planning.
• Leads recruitment process for the Board.
• Recommends appointment of Directors.
• Sets diversity policy.
2024 HIGHLIGHTS
• Recommending the appointment of Usman Nabi,
Rob Woodward and Alice Woodwark as Non-Executive
Directors and Rob Woodward as Senior Independent
Director and Chair of the Nomination Committee.
• Overseeing the Senior Independent Director search process.
• Overseeing search process for additional Independent
Non-Executive Directors.
• Planning for Executive and senior leadership succession across
the Group at both CEO/ELT and below ELT levels in light of
the updated strategy.
• Overseeing D&I initiatives to improve the diversity of the
workforce including senior leadership succession planning.
DEAR SHAREHOLDER
This report provides a summary of the Nomination Committee’s
activities during the course of the year.
OUR ROLE
If we are to create sustainable value for all of our stakeholders,
we must ensure that we have a skilled, diverse and effective
Board and senior leadership team. In 2024, the Committee has
continued its keen focus on Board composition, considering
and supporting changes to the Non-Executive Directors and
continuing to oversee the Chair transition.
As a Committee, we must ensure that we attract the best senior
management talent to lead our business. And, having attracted
the best, we must also ensure that we develop our people and
retain them.
CHANGES TO MEMBERSHIP
During the year, there were a number of changes to the
composition of the Committee. Usman Nabi was appointed
to the Board in January 2024, and Alice Woodwark and I
were appointed to the Board in May 2024 and all joined the
Committee upon appointment. Ralph Findlay stepped down
from the Board with effect from conclusion of the 2024 AGM
and ceased to be Chair and a member of the Committee at the
same time. I became Chair of the Committee from conclusion
of the 2024 AGM.
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
All members of the Committee during 2024 were Independent
Non-Executive Directors, with the exception of Ralph Findlay
as Chair until he stepped down and Usman Nabi who is not
considered independent.
BOARD COMPOSITION
The Board has continued to evolve over 2024 with a number
of Board changes in the year and Greg Fitzgerald taking up the
role of Executive Chair and CEO. In January 2024, Jeff Ubben
stepped down as a Non-Executive Director and Usman Nabi was
appointed to the Board as a Non-Executive Director. Usman is
a highly experienced Board member and investor in both the
United States and the United Kingdom. He is appointed to the
Board as a representative of Browning West and the Company
and Browning West have entered into an agreement which
clarifies the obligations of, and relationship between, both
parties in respect of Usman’s appointment.
In April 2024, Chris Browne agreed to remain on the Board as
an Independent Non-Executive Director for up to one more
year to ensure continuity and allow the Board more time to
recruit a further Independent Non-Executive Director. Chris was
appointed in 2014 and has served for over nine years as a
Non-Executive Director of the Company. She shall step down
as a Non-Executive Director at the AGM in May 2025.
In May 2024 I was appointed as an Independent Non-Executive
Director and Senior Independent Director, and Alice Woodwark
was appointed as Independent Non-Executive Director.
The Committee were pleased that Alice met their stated
requirements of being a high quality individual with strong
business capabilities with experience of working with the
public sector. For the recruitment of the Senior Independent
Director, the Committee were looking for the same qualities
plus the individual having held leadership positions in a listed
environment with strong governance experience, and were
pleased to recommend my appointment to the Board as they
considered I met these criteria. From conclusion of the 2024
AGM Ralph Findlay stepped down as Chair of the Board and as a
Non-Executive Director.
The role specification for the Senior Independent Director (SID)
approved by the Committee is unconventional as the SID is
required to provide an enhanced governance role in light of
the combined role of Executive Chair and CEO being in place.
A bespoke division of responsibilities was established to set
out this enhanced role
www.vistrygroup.co.uk/investor-centre/
corporate-governance
. As explained in the Chair’s Governance
Letter on pages 80 to 81, some of the functions that
I perform as SID that would usually be undertaken by the Chair
include that I:
• am the Chair of the Nomination Committee;
• lead the recruitment of non-executive directors and
succession planning for the role of CEO;
• in conjunction with the Executive Chair and CEO, oversee
the succession planning of executive management;
• lead the annual Board effectiveness review;
• hold regular meetings with the other Non-Executive Directors
without the Executive Directors present to facilitate a full
and frank airing of views;
• maintain an active dialogue with shareholders on
governance matters; and
• provide enhanced oversight on corporate governance
matters in conjunction with the Executive Chair and CEO.
In November, it was announced that Earl Sibley would no
longer hold office as Chief Operating Officer, he ceased to be
an Executive Director with immediate effect and stayed with
the Group until 31 December 2024 to support a seamless and
orderly transition of his responsibilities.
Helen Owers has informed the Board of her intention to resign
as an Independent Non-Executive Director. She will remain on
the Board until the earlier of an appointment or a replacement
Independent Non-Executive Director of the end of 2025.
NON
-
EXECUTIVE DIRECTOR SUCCESSION PLANNING
In the second half of 2024, the Board commenced a search
led by myself as Chair of the Committee for a high calibre
independent Non-Executive Director to replace Chris Browne,
taking into account the evolving needs for skills and the
importance of diversity. A refreshed skills assessment was
undertaken prior to commencing the search. This assisted the
Nomination Committee to define the skills and experience
that it wishes the new Non-Executive Director to bring to
supplement the existing capabilities of the Directors and
support the delivery of the Group’s strategic objectives.
The Committee has paused the search process until later
in 2025. This is to provide stability to the Board following
changes at the Executive leadership level.
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When recruiting new Non-Executive Directors, members of the
Committee interview selected candidates, who also meet with
the Executive Directors. The Committee then recommends
candidates for appointment to the Board. Decisions relating
to such appointments are made by the entire Board based
on a number of criteria including the candidate’s skills and
experience, the contribution they can make to our business
and their ability to devote sufficient time to properly fulfil
their duties and responsibilities. The specific criteria that the
Committee is currently recruiting for include:
• a successful executive career with a demonstrable track
record of building shareholder value operating at C-suite level;
• extensive Plc Board experience both as a non-executive and
an executive director;
• proven experience in driving commercial value; and
• the benefits of diversity, including gender and ethnicity.
SENIOR LEADERSHIP SUCCESSION PLANNING
Our employees underpin the delivery of our strategy and they
are key to our success. Recognising this, the Group’s ability
to attract, retain and develop a committed, motivated and
engaged workforce is a key area of focus for the Board.
During the year, the Committee received a detailed succession
planning update on the ELT taking into account evaluations
and other key information arising from our leadership
development programmes. While there was appropriate
succession in place for certain of these roles, the review
highlighted the importance of ensuring there was sufficient
bandwidth to deliver the Group’s strategic plan and of
developing the next generation of senior leaders within
the business. This will continue to be a key focus for the
Committee during 2025.
At the end of 2024 the ELT was reorganised following the
issues in the South Division and the departure of the COO.
We were pleased to see the promotion of James Warrington
and Adam Daniels to the ELT with expanded operational
duties, with other existing members of the ELT seeing changes
to their responsibilities.
DIVERSITY AND INCLUSION
We are committed to achieving diversity and inclusion (D&I)
across the Group. As at 31 December 2024, the proportion of
women on the Board was 44% with no senior board member
being a woman and one member of the Board from a minority
ethnic background. Therefore, we are pleased to have made
progress against the diversity targets in Listing Rule 6.6.6(9) and
the Board currently meets two of the diversity targets and shall
continue to take the diversity requirements into account when
it recommences its recruitment process for Non-Executive
Directors. The Committee acknowledges that the recruitment
of the Senior Independent Director during early 2024 was an
opportunity to address the target in LR 6.6.6(9)(ii) that at least
one senior role on the Board is held by a female. However, it
was felt that the recruitment for the unconventional, enhanced
governance remit of the Senior Independent Director should
not be shaped in any way by the expectation to meet
diversity requirements.
The Committee has continued to monitor the implementation
of the Group’s Diversity and Inclusion policy and the plans
and activities in place to ensure that we attract and retain
a diverse range of employees and create an inclusive
working environment.
The Diversity and Inclusion policy applies to the Board
and the Company as a whole and can be accessed at
www.vistrygroup.co.uk/investor-centre/corporate-governance.
The ongoing oversight of succession planning for senior
management addresses the importance of an appropriate
balance of skills, experience and knowledge along with
diverse representation.
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111
NOMINATION COMMITTEE REPORT
continued
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Number
of Board
members
Percentage
of the Board
Number of senior
positions on the
Board (CEO, CFO,
SID and Chair)
Number in
executive
management
Percentage
of executive
management
Men 5 56% 3 4 86%
Women 4 44% - 1 14%
White British or other White
(including minority-white groups)
8 89% 3 7 100%
Mixed/Multiple Ethnic groups 1 11% - - -
Asian/Asian British - - - - -
Black/African/Caribbean/Black British - - - - -
Note: Executive management includes ELT members but excludes the CEO and CFO.
Stephen Teagle as Chair of the Diversity & Inclusion
Committee provided a detailed update to the Committee
in the year. The focus of the activities of the Diversity &
Inclusion Committee is to embed diversity and inclusion
within the Group through five pillars of communication,
access, engagement and attraction, practices and policies
and education. The achievements of the Diversity &
Inclusion Committee are supported by the four active
Diversity & Inclusion networks that operate across
the Group: Women’s Network, Religion, Ethnicity and
Cultural Heritage (REACH) Network, Pride Network and
Accessibility Allies Network.
The provision of applicant diversity data had improved through
initiatives in conjunction Women into Construction, BPIC
(Black People in Construction) and the Armed Forces. A key
focus is improving the level of diversity data provided by
employees in order to set meaningful targets for improvement.
The Group continued to make a number of senior
appointments in the year to women with overall 117 female
promotions of which ten were to Director level roles and
one Managing Director role. We will continue to focus
on all aspects of diversity within the senior leadership.
Further information about our D&I agenda are set out
on page 53.
CORPORATE GOVERNANCE
Non-Executive Directors’ service contracts are renewed on
a three-year basis, with rigorous scrutiny being applied
prior to approval of a third three-year term, subject to
satisfactory performance and there being no need to re-balance
the Board. The third year of the third term extends until the
subsequent AGM.
The work of the Committee also comprised more routine
business, including nominations for appointment at the 2024
AGM and approval of the Committee report for inclusion in the
2023 Annual Report and discussion of the outcomes.
As highlighted above, from time to time we engage
international search and selection firms including Russell
Reynolds, Egon Zehnder and Inzito. Russell Reynolds, Egon
Zehnder and Inzito have no connection with the Group or
individual Directors, other than they may be engaged to
assist with senior management appointments and leadership
development from time to time. All firms are signatories to the
Voluntary Code of Conduct for Executive Search.
BOARD PERFORMANCE EVALUATION
In accordance with good governance practice, we usually
undertake an annual evaluation to ensure that the Board,
its Committees and each Director performs effectively.
The Code requires that such evaluation is externally facilitated
at least every three years. As reported in the 2023 Annual Report
and Accounts it was decided to defer the external evaluation
until Spring 2024 due to the evolution of the Board taking
place at the end of 2023 and into May 2024. Round Governance
Services Limited (Round Governance) were appointed to
undertake an external Board performance review during 2024
following the appointment of the new Non-Executive Directors.
Round Governance have no connection with the Group
or individual Directors. It has the benefit of understanding
the Company by having been involved with the project
management of the Annual Report and Accounts. Further
details of the Board performance review and its findings can be
found on pages 106 and 107.
ROB WOODWARD CBE
Chair of the Nomination Committee
25 March 2025
The table below details the gender and ethnicity of the Board and ELT as at 31 December 2024 in accordance with Listing Rule
6.6.6(9). Directors and ELT members were asked to self-declare against the Office for National Statistics classification.
KEY RESPONSIBILITIES
• Oversees the integrity of the Group’s financial statements and
formal announcements, including providing advice to the
Board on whether the Annual Report and Accounts are fair,
balanced and understandable.
• Reviews significant accounting and financial reporting
judgements.
• Monitors internal controls and the risk management
framework.
• Monitors the effectiveness of the internal audit function,
including reviewing the internal audit plan and audit reports
and agreeing necessary actions.
• Reviews the effectiveness, scope, cost and independence of
the Group’s external auditors and makes recommendations
to the Board with regards to appointing, reappointing or
removing the external auditors.
2024 KEY ACTIVITIES
• Oversaw the internal and independent investigations into
the cost forecasting issues identified in the South Division
to verify the nature and scope of the issues, confirm the
financial impact, and determine any resultant actions
required. Considered the effect on the financial statements
and critically appraised the remedial actions taken by
management to ensure that they fully addressed the issues.
• Monitored the Group’s internal control systems and
risk management processes and oversaw the ongoing
standardisation of controls. Reviewed the findings from the
investigations on the cost forecasting issues in the South
Division to consider the implications on the effectiveness of
the Group’s control environment.
• Reviewed the integrity of the Group’s financial reporting,
including significant accounting judgements, and advised
the Board that the 2024 Annual Report and Accounts are fair,
balanced and understandable.
• Maintained oversight of the external and internal audits,
including their additional procedures in response to the cost
forecasting issues in the South Division.
• Ran a competitive tender process during April to June
2024 for the external audit for the 2025 financial year.
Made a recommendation to the Board to reappoint
PricewaterhouseCoopers LLP (PwC) as the Group’s external
auditors, which was accepted by the Board subject to
shareholder approval at the next Annual General Meeting.
• Oversaw the work led by the Group’s Internal Audit and
Risk Director to prepare for the changes in the Corporate
Governance Code 2018 (the Code), specifically in relation to
Provision 29.
2025 PRIORITIES
• Monitor the ongoing effectiveness of the remedial
actions taken to address the cost forecasting issues that arose
in the South Division.
• Oversee the ongoing programme of control and process
enhancement and standardisation across the Group.
• Review the recommendations of the Group’s Internal Audit
and Risk Director to ensure that the Group has appropriate
arrangements in place to review internal controls in
accordance with the revised Corporate Governance
Code requirements.
COMMITTEE MEMBERSHIP,
MEETINGS AND ATTENDANCE
The table below sets out the number of scheduled meetings
attended out of the meetings members were eligible to attend:
Director Joined Attendance
Rowan Baker
18 May 2022 5/5
(Chair since 18 May 2022)
Chris Browne 1 September 2014 5/5
Paul Whetsell 18 May 2023 5/5
Helen Owers 18 May 2023 4/5
Rob Woodward 16 May 2024 4/4
Alice Woodwark 16 May 2024 4/4
Regular other attendees included: the CEO, COO, CFO, Group
Financial Controller, Director of Financial Reporting, Internal
Audit and Risk Director, the external auditors and the Chief
People Officer and General Counsel (who acts as secretary to
the Committee).
At the end of each Committee meeting, time was allowed for the
Committee to speak with the external auditors and the Internal
Audit and Risk Director without management present. During the
year, the Committee Chair also met privately with the external
audit lead partner on a regular basis.
The Committee's Terms of Reference are available at
www.vistrygroup.co.uk/investor-centre/corporate-governance.
AUDIT COMMITTEE REPORT
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ROWAN BAKER
Audit Committee Chair
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
DEAR SHAREHOLDER
On behalf of the Board, I am pleased to present the report of
the Audit Committee for the year ended 31 December 2024.
The Committee plays a key role in supporting the Board to
ensure that there is appropriate oversight and challenge of
financial reporting, risk management and internal controls and
this report sets out how we discharged our responsibilities
during the year. In performing our duties, we have complied
with the requirements of the Code and followed FRC best
practice guidance.
In addition to the Committee’s normal cycle of activities and
the planned tender process to select an external auditor for
the 2025 financial year, we spent a substantial amount of time
responding to the cost forecasting issues that were identified in
the Group’s South Division in the last quarter of the year.
SOUTH DIVISION COST FORECASTING ISSUES
Following the cost forecasting issues identified in the South
Division and described in the strategic report on pages 7 to 8,
the Committee:
• initiated a programme of internal and independent
investigations to verify the nature and scope of the issues,
confirm the financial impact, and determine any resultant
actions required;
• considered the impact of these issues on the 2024 Annual
Report and Accounts including the effect on prior years and the
potential need to restate previously reported results;
• reviewed the remedial steps taken by management, including
changes to the organisational structure and improvements
to the Group’s financial systems and internal controls, and
considered whether they were sufficient and appropriate to
avoid similar issues arising again; and
• discussed with the Group’s external auditors the impact on the
scope of their work as a result of the issues.
Investigations
The independent review was carried out by a forensics team of
a leading Global accounting firm reporting to the Chair of the
Audit Committee. An additional Committee meeting was held in
November where the findings were presented. The scope of the
review primarily focused on the cost forecasting process, culture
and management in the South Division, and also included a
wider review across the Group to ascertain if similar issues to
those identified in the South Division existed in other parts of
the business. The independent reviewers conducted interviews
with management across the South Division's four regions,
reviewed the specific site issues, met with the management of all
the other five divisions and 22 regions, and interviewed executive
leaders and other Group function personnel.
The independent review reported on:
• the sequence of events leading to the identification of issues
in the South Division;
• the actions taken by management upon the issues
becoming known;
• whether the issues identified were specific to the South
Division or more widespread;
• the culture within the South Division and more broadly across
the Group; and
• the site forecasting process ("Cost Value Reconciliations", or
CVRs) and associated risk reporting process.
In addition to the work undertaken by the independent firm,
additional internal and external investigations and review
processes have been conducted. These activities have included:
• deep-dive reviews on all four regions in the South Division
by interim South Division management and others from
outside the South Division;
• mandated attendance by divisional and regional management,
internal audit and other management at the detailed CVR
reviews for all other regions in October;
• balance sheet reviews of all regions by finance management
independent of the division;
• HR investigations;
• assessment for any non-compliance; and
• review of senior management talent and organisation structure.
The review findings confirmed that Group management took
robust and prompt action upon becoming aware of the issues.
The specific issues were found to be materially confined to
the South Division and could be attributed to insufficient
management capability, non-compliance with the Group's
commercial forecasting processes, poor divisional culture and
improper practices by specific individuals. The South Division
was led by a management team from the former Housebuilding
business and the Managing Directors of all four regions within
the South Division were from the Group's former Housebuilding
business. None of the Group's other divisions are managed
exclusively by former Housebuilding management. The
independent review highlighted the pressure being felt from
organisational change as a fundamental driver for the issues in
the South Division.
The review findings suggested that the Group does have
appropriate key controls in place but that they were not
operated effectively by individuals in the South Division and
recommended a number of improvements to ensure that
they are as robust as possible. Strict adherence to the Group's
life of site processes, which were created to ensure a consistent,
standardised approach for the Partnerships model across
the business, will be the focus of additional assurance activity.
Some areas of regional cultural and process inconsistencies and
non-compliance have been noted, mainly linked to the business
background of the region and the stage of transition to the
standardised model.
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Remedial steps to address controls in the South Division
As a result of the issues that arose during the year, management
implemented a number of changes including a review of the
operational structure; issuing Group-wide communications to
reinforce the importance of the Group’s Culture Book and the
mandatory adoption of our Commercial life of site process, both
of which were initially launched earlier in the year; alongside
a range of enhancements to our systems and processes.
The Committee was satisfied that the control changes made or
being implemented address the findings of the investigations
and will continue to monitor their effectiveness.
Impact of cost forecasting issues on financial statements
The cost forecasting issues had a significant and material impact
on the results for this financial year. Consideration was given
to whether any of the additional forecast costs should have
been identified and accounted for in prior periods. If there was
a failure to use, or misuse of, reliable information that was a)
available when the financial statements were authorised for issue
and b) could reasonably be expected to have been obtained and
taken into account in preparing those financial statements, then
this could lead to an accounting error that requires adjustment.
If this was the case, the full-life margin expectation should
have been adjusted at the time. IAS 8 requires that information
acquired with the benefit of hindsight should not be taken into
account, therefore events that have occurred subsequently and
which could not have been reasonably forecasted at the time,
such as subcontractor failure, updated cost estimates upon
obtaining new tenders or operational challenges on site, do
not constitute an error. These are changes in estimates, which
are accounted for at the point that the event triggering the
change occurred.
A review of the forecasted cost increases on projects in the
South Division was undertaken to identify the reasons for each
of the changes and when they could and should reasonably
have been known about. The results of the exercise showed
that whilst most of them were due to events arising in 2024,
there were some which could have been known about in earlier
periods. The aggregate quantitative impact as at 31 December
2023 was material and therefore the 2023 financial statements
have been restated. This reduced opening reserves as at
1 January 2023 by £6.2m, profit before tax for the year ended
31 December 2023 by £11.8m and closing retained earnings as at
31 December 2023 by £14.6m. Further detail is included in note 1
to the financial statements.
There were also certain contracts at 30 June 2024 where there
were errors principally due to unrealistic cost assumptions and,
as a consequence, when we publish our half-year accounts
for the period ended 30 June 2025 we intend to restate the
comparative for the half-year ended 30 June 2024 to reduce
profit before tax by c. £65m.
COMMITTEE MEMBERSHIP
Committee membership is determined by the Board following a
recommendation from the Nomination Committee and is kept
under review as part of the Committee’s performance review.
The composition of the Committee changed during the year to
reflect changes to the Board’s membership. New members to the
Committee received an induction and all members attended an
interactive session on the Group’s material accounting policies
relating to revenue and profit recognition.
In compliance with the Code, the Committee is comprised
exclusively of Non-Executive Directors, and each member is
considered to be independent by the Group. The Committee
members bring a wide range of sectoral and other competence
and experience that enables the Committee to provide
constructive challenge and support to management. The Board
has determined that as a chartered accountant and current
CFO of a listed business I have recent and relevant financial and
sectoral experience and is satisfied that the Committee had
competence relevant to the sector and its overall responsibilities
throughout the year.
ROLE AND RESPONSIBILITIES
The primary role of the Committee is to assist the Board
in providing effective governance over the Group’s
financial reporting, risk management and internal controls.
The Committee considers that it has been compliant with
the Code and the FRC Guidance on Audit Committees and
applied the FRC's Audit Committees and the External Audit:
Minimum Standards. Meetings are scheduled in line with the
Group’s financial reporting timetable and a formal agenda is
followed at each meeting to ensure that all elements of the
Committee's remit are covered. Detailed papers and information
are circulated sufficiently in advance of meetings to allow full
and proper consideration of the matters for discussion. Unless
otherwise noted, the Committee carried out its work using
available information supplied by management at the time
of the discussions. Relevant management attend Committee
meetings to present the detailed papers and enable the
Committee to raise questions and challenge as appropriate.
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
MAR
2024
JUL
2024
SEP
2024
NOV
2024
DEC
2024
MAR
2025
AREA OF RESPONSIBILITY
2023
Full
year
results
Audit
tender
2024
Half
year
results
South
Division
cost
issues
Interim
audit &
internal
audit
2024
Full
year
results
ACTIONS TAKEN
FINANCIAL REPORTING
Considered the impact of the cost forecasting issues in the
South Division on the 2024 Annual Report and Accounts
including the effect on prior years and the potential need to
restate previously reported results.
Undertook fair, balanced and understandable review of the
Annual Report and Accounts, including consideration of the
appropriateness of the Alternative Performance Measures.
Reviewed significant accounting judgements made in
preparing the financial statements.
Reviewed the viability assessments and management’s process
and assumptions for assessing viability.
Reviewed the going concern statement and management’s
forecasts and projections for the going concern review period.
Conducted a review of the half-year going concern assessment.
Reviewed the half year and full year financial and narrative
statements and trading updates, including the alternative
performance measures presented.
Considered the accounting policies and practices applied,
including in respect of any exceptional items during the year.
Reviewed the TCFD statement and the Group’s approach
to TCFD.
RISK MANAGEMENT AND INTERNAL CONTROLS
Reviewed and challenged the findings from the internal and
independent investigations into the root cause of the issues
in the South Division and considered whether the remedial
steps taken by management are sufficient and appropriate to
avoid similar issues arising again.
Formally reviewed the effectiveness of the risk identification
process and the approach taken by the Group to address
climate-related financial risk.
Reviewed and evaluated the effectiveness of the Group’s
internal financial control and risk management systems,
including obtaining assurance that at the balance sheet date
controls were operating effectively as evidenced through, for
example, the internal self- certification exercise and testing
by internal audit.
The Committee’s key activities during the year are set out
in the following table:
AUDIT COMMITTEE REPORT
continued
MAR
2024
JUL
2024
SEP
2024
NOV
2024
DEC
2024
MAR
2025
AREA OF RESPONSIBILITY
2023
Full
year
results
Audit
tender
2024
Half
year
results
South
Division
cost
issues
Interim
audit &
internal
audit
2024
Full
year
results
ACTIONS TAKEN
RISK MANAGEMENT AND INTERNAL CONTROLS
-
CONTINUED
Monitored and reviewed the awareness of the Group's
whistleblowing process, the effectiveness of the process,
the types of issues raised and how such matters
are investigated.
Reviewed and approved the Group’s anti-bribery policy.
Monitored the Group's approach to and controls around
cyber and IT security.
Considered the Group’s preparations for implementation
of Provision 29 of the Code.
INTERNAL AUDIT
Reviewed and challenged the work of the Group’s internal
audit function, including considering whether the team
has adequate resources and the right mix of skills and
experience.
Monitored the effectiveness and performance of the
Group’s internal audit function in connection with the
2024 internal audit plan.
Reviewed the appropriateness of the 2025 proposed
internal audit plan.
Reviewed and approved the internal audit charter.
EXTERNAL AUDIT
Scrutinised the independence and objectivity of the
external auditors.
Ran a competitive tender process and recommended to
the Board the firm to be appointed as the Group’s external
auditors for the 2025 financial year.
Reviewed and approved the external auditors' audit plan /
updated audit plan for the 2024 financial year.
Evaluated the performance and approach of the external
auditors and the effectiveness of the external audit
process during the audit.
Monitored compliance with our Group policy on the
engagement of the external auditors to supply non-audit
services.
GOVERNANCE
Annual performance evaluation of the Committee and
reviewing outputs.
Annual review of Committee Terms of Reference.
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Annual Report and Accounts 2024
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117
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
MAR
2024
JUL
2024
SEP
2024
NOV
2024
DEC
2024
MAR
2025
AREA OF RESPONSIBILITY
2023
Full
year
results
Audit
tender
2024
Half
year
results
South
Division
cost
issues
Interim
audit &
internal
audit
2024
Full
year
results
ACTIONS TAKEN
RISK MANAGEMENT AND INTERNAL CONTROLS
-
CONTINUED
Monitored and reviewed the awareness of the Group's
whistleblowing process, the effectiveness of the process,
the types of issues raised and how such matters
are investigated.
Reviewed and approved the Group’s anti-bribery policy.
Monitored the Group's approach to and controls around
cyber and IT security.
Considered the Group’s preparations for implementation
of Provision 29 of the Code.
INTERNAL AUDIT
Reviewed and challenged the work of the Group’s internal
audit function, including considering whether the team
has adequate resources and the right mix of skills and
experience.
Monitored the effectiveness and performance of the
Group’s internal audit function in connection with the
2024 internal audit plan.
Reviewed the appropriateness of the 2025 proposed
internal audit plan.
Reviewed and approved the internal audit charter.
EXTERNAL AUDIT
Scrutinised the independence and objectivity of the
external auditors.
Ran a competitive tender process and recommended to
the Board the firm to be appointed as the Group’s external
auditors for the 2025 financial year.
Reviewed and approved the external auditors' audit plan /
updated audit plan for the 2024 financial year.
Evaluated the performance and approach of the external
auditors and the effectiveness of the external audit
process during the audit.
Monitored compliance with our Group policy on the
engagement of the external auditors to supply non-audit
services.
GOVERNANCE
Annual performance evaluation of the Committee and
reviewing outputs.
Annual review of Committee Terms of Reference.
FINANCIAL REPORTING
The Committee’s oversight role includes ensuring the integrity
of the financial statements and related announcements.
The Directors are responsible for preparing the Annual Report
and Accounts. The Committee is responsible for reviewing
and reporting to the Board on the clarity and accuracy
of the Annual Report and Accounts and the half-year
financial statements. In carrying out its duties, the Committee
is required to assess whether suitable accounting policies have
been adopted and to challenge the robustness of significant
judgements and estimates. This process involves reviewing
relevant papers prepared by management in support of the
policies adopted and judgements and estimates made and
confirming that they remain appropriate for the Group.
The papers are discussed with the CFO and the external
auditors. In addition, the Committee reviews the external
auditors' year end report to the Committee on the work it
performed and findings from the annual audit.
SIGNIFICANT MATTERS CONSIDERED BY THE COMMITTEE IN RELATION TO THE
FINANCIAL STATEMENTS
The following table shows what we consider to be the key accounting matters which required the exercise of judgement during
the year:
FOCUS AREA ACTIONS TAKEN BY AUDIT COMMITTEE
PRIOR YEAR RESTATEMENT
A root cause analysis was undertaken to consider
whether any of the cost forecasting issues identified
in the South Division should have been identified
and accounted for in prior periods. This led to a
restatement of the 2023 financial statements.
• Reviewed and challenged the analysis undertaken by management
to understand the root causes of the cost movements and
considered whether any of these met the definition of an error
from IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors.
• Reviewed the output of the calculation of the profit impact of the
items that were errors to consider whether this was material, taking
account of quantitative and qualitative factors. Concurred that a
restatement of the prior year was required.
• Reviewed the disclosures in the Annual Report and Accounts.
• Discussed with the external auditors the procedures which they
had undertaken and checked that no significant findings with the
final treatment adopted had been raised.
ESTIMATION OF SITE COSTS TO COMPLETE
When revenue is recognised for each customer
contract, the blended site margin is used to
calculate either revenue or cost of sales depending
upon whether the Group is using an input or output
method. The blended site margin is dependent on
a number of assumptions, especially forecasted
costs to complete. Management make this estimate
based on a combination of historical experience
and future expectations. These estimates are
regularly reviewed and challenged by management
through the CVR process. This relies on a high level
of judgement and estimation, particularly given that
future build costs are inherently uncertain.
An accurate assessment of the blended full-life
margin is also critical to ensure that the Group’s
inventories (predominantly in land and housing
work in progress) are correctly recorded at the
lower of cost or net realisable value.
• Considered the findings of the investigations that were carried out
following the cost forecasting issues identified in the South Division
and was satisfied that these demonstrated that the CVR process is
an effectively designed control. The issues that arose during the year
were confined to the South Division where the CVR process was
not properly followed due to insufficient management capability
and poor divisional culture. Remedial action was taken to address
this during the year by enhancing the process and ensuring that the
year end CVR process was operated effectively across the Group,
including in the South Division.
• Reviewed and challenged papers prepared by management for
sites where there was a greater than normal level of judgement or
complexity required to make estimates.
• Discussed with the external auditors the increased scope of
procedures which they had undertaken following the cost
forecasting issues in the South Division and checked that no
significant findings had been raised.
AUDIT COMMITTEE REPORT
continued
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FOCUS AREA ACTIONS TAKEN BY AUDIT COMMITTEE
USE OF ADJUSTED MEASURES
Non-IFRS or adjusted measures provide a more
meaningful and useful assessment of business
performance and reflect the way the business
is managed. They are also used in determining
annual and long-term incentives for remuneration
and are widely used by our investors. There is a
risk that their inappropriate use could distort the
performance of the business.
The Group primarily uses adjusted measures to
cover three main areas:
• Exceptional costs that are one-off in nature and
are material enough to disclose separately.
• The amortisation of acquired intangible assets.
• The presentation of the Group's share of joint
venture operating results.
• Reviewed restructuring and building safety costs against the definition
of exceptional items and was satisfied with the
treatment adopted.
• Considered the nature of amortisation of acquired intangible assets
and concluded that it is appropriate for it to be excluded from
underlying measures of performance.
• Considered the rationale for showing the share of joint venture
operating results on a line-by-line basis in the adjusted performance
measure rather than as a single item in the profit and loss account
and concluded that this provides useful information to a reader of
the accounts.
• In making its assessment, the Committee was satisfied that the use
of adjusted performance measures is consistent with prior years
and appropriate.
• Reviewed the disclosures in the Annual Report and Accounts which
explain the adjusted performance measures and reconcile them to the
IFRS measures to consider whether they were sufficiently clear.
• Discussed with the external auditors the procedures which they had
undertaken and checked that no significant findings had been raised.
PROVISION FOR BUILDING SAFETY
The Group has a provision of £324.4m (2023:
£289.0m) for building safety issues. The provision
increased by £117.1m during the year as a result of
additional buildings, increased tender costs and
a greater scope of works on existing buildings.
Significant judgement is required to assess
the scope of works on affected buildings and
therefore quantify the provision.
• Reviewed the underlying analysis to understand the potential remedial
work required, the number of buildings affected and management's
methodology for quantifying the most likely case for cost to remediate.
• Reviewed the disclosures in the financial statements in the context
of the requirements of IAS 37 Provisions, Contingent Liabilities and
Contingent Assets and was satisfied that the disclosures made
correctly reflect the Group’s position.
• Discussed with the external auditors the procedures performed
over this analysis to address the risk of any material misstatement
of the provision and checked that no significant findings had
been raised.
IMPAIRMENT REVIEW
Management undertake an annual review, or at
other times if circumstances indicate a possible
issue, to determine if the carrying value of the
Group's net assets are impaired. This requires
the exercise of judgement and use of estimates,
including future cash flows and discount
rates. The Group has goodwill of £827.6m
(2023: £827.6m).
Management also consider whether there are
any events or circumstances that would indicate
that the carrying amount of the investments
in subsidiary undertakings of £2,511.8m
(2023: £2,506.3m) may not be recoverable.
• Considered the basis of the cash forecasts used to support the Group’s
goodwill balance.
• Reviewed the discount rate applied to the cash flows and concluded
that it was appropriate.
• Considered management's review of how the carrying value of the
Group's net assets and the carrying value of investments in subsidiary
undertakings compares to the Group's market capitalisation, noting the
underlying performance of the Group.
• Considered detailed reporting from, and held discussions with,
the external auditors on the matters concerned, whose view was
consistent with management’s conclusions.
• Concluded that there was no requirement to impair goodwill
or investments in subsidiaries, that the disclosures, including on the
sensitivities applied, are appropriate and, on this basis, approved the
disclosure in the financial statements.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
119
AUDIT COMMITTEE REPORT
continued
FOCUS AREA ACTIONS TAKEN BY AUDIT COMMITTEE
GOING CONCERN AND
VIABILITY STATEMENTS
There are many external factors
impacting the Group currently
including upward pressure on
inflation, an uncertain interest
rate environment and a housing
market in which Open Market
sales levels remain subdued
compared with historical
benchmarks, but demand from
partners for affordable homes
is strong.
In this context, the Directors
are required to consider
whether or not it is appropriate
to prepare the financial
statements on a going concern
basis, and whether or not the
Group remains viable in the
medium-term.
• Reviewed the Group’s going concern and viability statements.
• Reviewed and challenged the forecasted cash flows and income statement prepared by
management which formed the baseline for the modelling used to assess the Group as a
going concern and its medium-term viability, as well as the assessment for the impairment
of goodwill.
• Reviewed a series of stress tests performed by management on the forecasts and
satisfied itself that these appropriately reflect the Group’s principal risks. Considered the
impact these tests would have on the ability of the Group to remain a going
concern, remain compliant with banking covenants and be viable in the medium-term.
The Committee has formed an opinion on the likelihood of these stressed events
occurring, the proposed mitigations in a severe but plausible downside scenario, and has
also reviewed the circumstances required for the Group to not be able to access cash or
committed funds.
• Considered the key terms of the Group's existing financing arrangements and concluded
that the borrowing facilities available to the Group are appropriate.
• Considered the likelihood of the Group being able to agree suitable financing
arrangements when the existing revolving credit facility and term loan mature in 2026.
• Reviewed and challenged the appropriateness of a 15-month going concern review period.
• Formed an opinion as to the ability of the Group to remain a going concern for at least
12 months from the date of this report and make its recommendation to the Board.
• Considered the work undertaken by the external auditors and checked that no significant
findings has been raised with the final model and assumptions.
FAIR, BALANCED AND
UNDERSTANDABLE
One of the key provisions
of the Code is for the Board
to confirm that the Annual
Report and Accounts, taken as
a whole, is fair, balanced and
understandable and provides the
information necessary for users
to assess the Group’s position,
performance, business model
and strategy. The Committee is
requested by the Board
to provide advice to support
the assertion.
At the request of the Board, the Committee made an assessment based on a review of the
processes and controls put in place by management, including management confirming that
each section of the report has been subject to rigorous review processes including:
• Ongoing internal review by members of the Annual Report and Accounts project team;
• Final review of the Annual Report and Accounts by members of the ELT;
• Committee and Board review of the Annual Report and Accounts in sufficient time to
facilitate their review and challenge on disclosures where necessary and with all comments
received being considered by the owners of the relevant section of the report; and
• External review by advisers, including the external auditors.
On this basis, the Committee was able to advise the Board that it could make the required
statement that the Annual Report and Accounts is fair, balanced and understandable and
provides the information necessary for shareholders and other stakeholders to assess
the Group’s position, performance, business model, strategy and principal risks and its
disclosures in relation to TCFD and ESG.
RISK MANAGEMENT AND INTERNAL CONTROLS
The Board is responsible for the Group’s risk management
framework and risk appetite. The Group’s risk management process
and system of internal controls were in place for the full year and
up to the date of approval of the Annual Report and Accounts.
They are in line with the FRC’s Guidance on Risk Management,
Internal Control and Related Financial and Business Reporting
and comply with the requirements of the Code. Whilst weaknesses
in controls were identified in the South Division, these were
isolated and the Audit Committee was satisfied that, at the
balance sheet date, any significant failings or weaknesses had
been adequately remediated.
The Committee supports the Board in reviewing the effectiveness
of risk management, assessing and reviewing the Group’s
principal and emerging risks. Further detail is provided in the Risk
Management section on pages 68 to 75.
The Committee also keeps internal controls under review,
including assessing the relationship between the internal
and external audit functions, the results of internal audit
work, and the overall effectiveness of the internal
audit process.
Key controls and processes include:
• A defined organisational structure with appropriate
delegation of authority across all levels of the organisation.
• Formal authorisation of all land purchases, bulk sales and
formation of new joint ventures, with clear guidelines on
appraisal criteria and process.
• The distribution of a Group Finance Manual which outlines
accounting policies to be followed.
• The preparation and review of monthly management
accounts including balance sheet reconciliations.
• Comprehensive reporting against annual budgets, KPIs and
regular forecasting.
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INTERNAL AUDIT
The internal audit function’s role is to systematically,
independently and objectively assess the adequacy and
effectiveness of the risk management systems and key internal
controls over the Group’s operations, financial reporting,
IT systems, and risk and compliance processes. The function
is a critical component of the Group’s corporate governance
framework providing support and assurance to the Board,
Committee and management in the execution of the Group’s
strategy. It provides recommendations to address key issues
identified and improve processes and controls and delivers
important insight on issues of culture and employee values
and behaviours.
The internal audit team has a blend of experience consisting
of core expertise in risk and assurance, alongside industry
experience from within the Group. This enables the team
to provide general risk and business specific assurance.
The internal audit team also oversees regional control
compliance and undertakes commercial and cost auditing
using specialist skilled resource. It continues to maintain a
budget for co-sourced expertise to be brought in to provide
more specialised reviews, such as IT, and to take advantage of
focused data analytics.
During 2024, internal audits were undertaken in accordance
with the Committee’s agreed plan for the year. Regular
updates were provided to the Committee on the status of
ongoing audits and action closure. The Committee monitored
progress against the plan, discussed the results of all audits
undertaken and monitored relevant actions to address
recommendations. The internal audit team also supported the
internal investigations that were undertaken in relation to the
cost forecasting issues in the South Division.
The Board and ELT also commenced activity to address the
revisions to the Code, which were set out at the beginning
of 2024. The main change, in effect for periods beginning
on or after 1 January 2026, concerns strengthening risk
management and internal control requirements defined
within the updated Provision 29. Principle O now references
the need for boards to establish and maintain the risk
management and control framework. The Board are fully
supportive of this change and are monitoring compliance
to the new provisions set out in the revised code through
the Audit Committee. A roadmap for full compliance has
been approved by the Board, including improvements which
are underway to increase the level of formality and Board
involvement. These include:
• A significantly enhanced fraud risk assessment with a
new supporting process for the identification, review and
reporting of both known and potential fraud risks.
• A formal definition of all operational, financial, IT and People
related controls to achieve a greater level of standardisation
and definition which is supportive of the Group’s strategy.
New members of the ELT will sponsor each discipline and
we have already completed a full refresh of all our life of site
operational standards – from procuring land to closing down
our completed sites.
• Continued investment in single systems across our Group
that support automation of control, with alignment to our
quarterly declaration for each region to ensure system usage
and standardisation.
• A dedicated auditor within the internal audit team
focusing on regional controls and self-assessment follow
up and testing.
• Standardised Board control reporting and sign-off processes.
The Committee also considered and approved both the
headcount and organisational design of the internal
audit team to ensure appropriate scale and expertise.
They recommended that, whilst the internal audit function
is operating effectively, a greater proportion of the audit
plan should be dedicated towards more granular testing of
controls, in particular the CVR process following the cost
forecasting issues that arose in the South Division during 2024.
The Committee approved the 2025 internal audit plan that
provides a balance of thematic reviews across the whole
Group, alongside specific audits of regional businesses and
individual projects with a focus on the commercial aspect due
to faster build and quicker turn of capital. Specific areas of
focus for the internal audit team have been agreed as follows:
• Commercial controls compliance
• Partner compliance and customer related processes
• Special Projects
• Performance management
• Modern slavery
ENTERPRISE RISK MANAGEMENT
The framework and processes the Group operates to
manage risk are set out on pages 68 and 69.
During the year, the Committee monitored and reviewed the
Group’s risk management activities and processes through
reports at each Committee meeting. The Committee reviewed
the work of the Risk Oversight Committee’s bottom-up and
top-down process utilised to identify risks, the movement
of principal risks, identification of emerging risks and the
risk appetite. Following the strategic change, the Committee
was updated on how the approach of the Risk Oversight
Committee was evolving to reflect the key challenges
impacting the Group from external factors, integration and
economic factors.
WHISTLEBLOWING
Throughout 2024, the Committee has reviewed the operation
of the independent third party managed whistleblower
hotline to enable employees and third parties to report
matters of concern. The Committee has continued to
receive reports on ongoing and concluded investigations.
The Committee also considered the actions taken by
management as a result of the investigations.
EXTERNAL AUDIT
AUDIT TENDER
PwC were first appointed as external auditors for the 2015
financial year following the completion of a competitive
tender process. The current lead audit partner is Richard
French, whose tenure commenced for the 2021 financial year.
A competitive tender process was conducted during Q2 2024,
with the timing of the process allowing for an external auditor
to be in place for the 2025 financial year.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
121
The Committee identified suitable firms to be invited to
tender based on a desktop review of their experience, track
record and capacity to perform the audit of a Group of our
scale and complexity. Four audit firms were invited to tender,
including the incumbent firm, PwC, who had indicated its wish
to participate in the process to seek reappointment, and one
mid-tier firm. One of the firms declined to tender. The ensuing
process for PwC and two other firms was led by the Committee
Chair and encompassed:
• An invitation to tender document was issued including
details of the Group, our strategy, management team, tender
timetable, requirements and selection criteria;
• A data room was provided including sufficient further
information on the Group for a detailed and considered
proposal to be made;
• All firms attended an individual site visit to one of our
projects to give them a better understanding of the Group
and see our strategy in practice; and
• All firms attended a series of one-to-one meetings with the
Committee Chair and selected members of the ELT and
management from finance, tax, internal audit and IT.
The tender process concluded with the submission by each
firm of a written tender proposal document and a presentation
by each firm to a selection panel comprising the Committee
Chair, selected members of the ELT and management. An
assessment of the overall tender process and each firm’s
proposal was made by the selection panel by scoring firms
against the selection criteria which were set at the outset of
the process and included team and partner capability and
competence, audit approach, audit service, firm reputation
and quality, behaviour and deliverables, knowledge and
understanding of the Group and cost. A written summary of
the scoring and recommendations of the panel was discussed
with the full Committee and a recommendation was then
made to the Board that PwC should be reappointed as the
Group’s external auditor. Our 2025 AGM Notice contains a
resolution to this effect. There are no contractual restrictions
on the choice of external auditor. The AGM Notice also
contains a resolution to give the Directors authority to
determine the external auditor’s remuneration, which
provides a practical flexibility to the Committee.
The Committee ensured that the tender was conducted in
accordance with the Audit Committees and the External
Audit: Minimum Standard. The Group has complied with the
provisions of the Competition & Markets Authority Order,
including the provisions in relation to the external auditor’s
appointment highlighted above, and the appointment of the
external auditor for non-audit services.
INDEPENDENCE, QUALITY
AND EFFECTIVENESS
An important part of the Committee’s role is to oversee the
Group’s relationship with the external auditors and to carry
out an annual assessment of its independence and objectivity,
taking into consideration relevant UK law, regulations, the
Ethical Standards and other professional requirements.
The Committee is also responsible for overseeing the quality
and effectiveness of the external audit. Relations with the
external auditors are managed through a series of meetings
and regular discussions and the Committee ensures a high-
quality audit by challenging the external auditors' work.
• At the meeting in September 2024, the Committee reviewed
and challenged the proposed audit plan, noting the scope
of work to be undertaken and the key audit matters being
addressed by the external auditors at the time and the
proposed level of materiality.
• At the meetings in November and December 2024, the
Committee reviewed and challenged the proposed increase
in audit procedures to address the cost forecasting issues
in the South Division and noted the revisions to the level of
materiality as a result of the reduction in the Group's profit
before tax.
• At the meeting in March 2025, the Committee reviewed the
external auditors' fulfillment of the agreed audit plan, the
results of the additional procedures undertaken as a result
of the cost forecasting issues in the South Division, and
the work performed by the auditors to test management’s
assumptions and estimates in relation to key audit risks.
The Committee also reviewed a summary of the results of
questionnaires completed by senior members of the finance
teams across the Group rating PwC’s audit in areas including:
the experience and expertise of the audit partner and team;
knowledge of our business; the quality of planning, delivery
and execution of the audit and the extent to which the audit
plan was met, and the robustness and perceptiveness of the
work performed.
• The Committee reviewed the independence and objectivity
of the external auditors, taking into account the degree
of challenge to management and the level of professional
scepticism shown by the audit partner and the audit
team throughout the process. PwC also confirmed their
independence in their report to the Committee including
information on their internal procedures. The Committee
took into account regulation, professional requirements
and ethical standards, together with consideration of all
relationships between the Group and PwC and its staff.
NON
-
AUDIT SERVICES AND AUDIT FEES
The Committee approves the terms of engagement and
remuneration of the external auditors.
The Committee keeps under review its policy which requires
the Committee to approve all audit-related and non-audit
services proposed to be undertaken by the external auditors,
with the exception of compliance work undertaken in the
ordinary course of business, which is treated as pre-approved.
When a request for approval is made, the Committee has
due regard to the nature of the audit related or non-audit
service, whether the external auditor is a suitable supplier, and
whether there is likely to be any threat to independence and
objectivity in the conduct of the audit. The related fee level,
both separately and relative to the audit fee is also considered.
For an analysis of fees paid to PwC for audit and non-audit
services, see note 5 of the financial statements.
ROWAN BAKER
Chair of the Audit Committee
25 March 2025
AUDIT COMMITTEE REPORT
continued
REMUNERATION COMMITTEE REPORT
PAUL WHETSELL
Remuneration Committee Chair
KEY RESPONSIBILITIES
• Sets and reviews remuneration policy.
• Determines remuneration and incentives of the Executive
Directors and the Chair.
• Sets performance criteria for incentive plans.
2024 HIGHLIGHTS
• Remuneration policy: first full financial year operating
the Group’s revised remuneration policy in light of the
transformative combination with Countryside Partnerships
PLC, thereby supporting the incentivisation and retention
of our executive team.
• Shareholder consultation: continued shareholder
engagement by the Chair and Remuneration Committee
Chair to understand the views of our major shareholders
on our proposed approach to remuneration.
• Remuneration packages: approved 2024 salaries, 2023
bonus, LTIP outcomes for Executive Directors and ELT
and 2024 LTIP awards levels for Executive Directors and
Senior Management.
• Leavers: approved the leaving arrangements of the Chief
Operating Officer, Earl Sibley, following the redundancy of
the Chief Operating Officer position.
• Workforce remuneration: supported with the cost-of-living
challenge with salary increases up to 5% to our lowest
paid employees. We again achieved certification as a ‘Top
Employer’ with the Top Employer Institute recognising our
people strategies and workplace environment.
• Governance: approved the 2024 Remuneration report for
inclusion in this Annual Report and Accounts.
2025 PRIORITIES
• Focus on setting stretching targets that reward the creation of
long-term sustainable value for our shareholders.
• Ensure pay outcomes appropriately reflect the performance of
the Group.
• Continue to be informed on wider workforce pay practices to
inform implementation of the Group’s remuneration policy.
COMMITTEE MEMBERSHIP, MEETINGS AND ATTENDANCE
The table below sets out the number of scheduled meetings
attended out of the meetings members were eligible to attend.
A number of ad hoc meetings of the Committee were also held
during the year.
In May 2024, we were delighted to welcome Rob Woodward
and Alice Woodwark to the Board and the Committee. Rob has
joined the Board as Senior Independent Director and will have
an enhanced role providing additional oversight on governance
matters, as well as a high level of engagement with investors and
other stakeholders.
Director
Joined Attendance
Paul Whetsell 18 May 2023 6/6
Rob Woodward 16 May 2024 3/3
Alice Woodwark 16 May 2024 3/3
Chris Browne 1 September 2014 5/6
Helen Owers 18 May 2023 6/6
Rowan Baker 18 May 2022 6/6
Regular other attendees included: the Chair, CEO, COO,
CFO, Non-Executive Director, representatives from Willis Towers
Watson and the Chief People Officer and General Counsel (who
acts as secretary to the Committee).
The Committee’s Terms of Reference are available at
www.vistrygroup.co.uk/investor-centre/corporate-governance.
122
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Vistry Group PLC
DEAR SHAREHOLDER
On behalf of the Board, I am pleased to present the
Remuneration Committee report for the year ended
31 December 2024.
The Remuneration Report intends to provide shareholders
with a comprehensive picture of the implementation of the
Policy in 2024, approved by shareholders at our General
Meeting in August 2023, and its proposed implementation
during 2025. The Remuneration Report will be subject to
shareholder approval at the forthcoming AGM.
REMUNERATION PAID IN RESPECT OF 2024
In determining the Executive Directors’ remuneration
outcomes for the year ended 31 December 2024, the
Committee maintained a clear and rigorous focus on aligning
pay with performance but was equally focused on taking into
consideration the experience of all our key stakeholders,
including shareholders and our wider workforce. The key
drivers of our decisions are outlined below.
CORPORATE PERFORMANCE
Financial performance: The Group significantly
underperformed financially in the year with adjusted profit
before tax of £263.5m. The Group’s profitability in the year
was impacted by £91.5m of cost issues in the South Division,
and some delays to concluding agreements with our Partners
and other commercial transactions at the end of the year.
The Group delivered strong growth in volumes and revenue,
with adjusted revenue up 7% and total completions up 7%
to 17,225 (2023: 16,118). The growth was driven by our Partner
Funded sales, where completions were up 18% to 12,633 (2023:
10,722). Market conditions for Open Market sales remained
subdued due to mortgage availability and general economic
uncertainty, with the number of Open Market completions
15% lower than in the prior year at 4,592 (2023: 5,396). The
adjusted operating margin decreased 3.5ppts to 8.3% (2023:
11.8%) and adjusted profit before tax was down 35% at £263.5m
(2023: £407.3m). ROCE decreased 6.3ppts to 14.6% (2023:
20.9%) due to the reduction in profit and an increase of 8% in
average capital employed. The Group had a net debt position
as at 31 December 2024 of £180.7m (2023: net debt £88.8m).
The Group responded quickly to address the issues that arose
in the South Division. The Group remains committed to its
partnerships model, which we continue to believe is the right
strategy to deliver a strong increase in high quality mixed
tenure housing in the coming years.
Profit: Adjusted profit before tax of £263.5m which was down
from the prior year (2023: £407.3m).
Customer: The Group retained its 5-star rating for a sixth
consecutive year and continued to improve our HBF 9-month
survey score, which was above benchmark, reflecting
customer satisfaction once customers have settled into our
homes and developments.
ESG: Throughout the year, the Group has focused on
embedding sustainability into business as usual, integrating it
into the new life of site process. We’ve made progress on our
carbon action plan, achieving a 3% absolute reduction in GHG
emissions despite increased plot completions. Scope 3 GHG
emissions have also declined, driven largely by the delivery of
over 700 zero-carbon-ready (regulated energy) homes.
Our on-site skills academies significantly outperformed
targets, with 678 learners—well above our goal of 305.
We’ve quantified the Local Social Economic Value of our
developments at over £114m and increased our delivery of
affordable homes to more than 4,000.
STAKEHOLDER EXPERIENCE
Shareholders: The shareholder experience over 2024 was
volatile with the Group’s share price overall decreasing by 38%
over the course of 2024 following a 47% increase in 2023.
As announced in 2023, the Group intends to pursue a two
times adjusted earnings ordinary distribution cover in respect
of a full financial year, with such distributions made through
either share buybacks or dividends, the method to be
determined by the Board considering all relevant factors at
the time. In April 2024, a £100m share buyback commenced
and completed in September 2024 in lieu of a final dividend
in respect of the financial year ended 31 December 2023.
On 12 September 2024, the Company announced a £130m
share buyback formed of an ordinary buyback of £55m
with respect to the half year results for 2024, and a special
buyback of £75m.
Our people: The Committee is extremely mindful of the
current cost of living challenge and its impact on the financial
and emotional wellbeing of our employees. The Committee
was pleased to note that during the year, the Group decided
to award a total salary increase for the workforce for 2024
of between 3% and 5% depending on salary, ensuring
that the lowest paid employees received the highest
percentage increase. Other interventions to support our
colleagues included:
• A discretionary general employee bonus with respect to
FY23 with final outturns varying across the business based on
divisional and personal performance.
• Continual review of the benefits offered to employees which
gave rise to enhancements including improvements to the
long service award programme.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
123
• Again achieving certification as a ‘Top Employer’ with the
Top Employer Institute recognising our people strategies and
workplace environment, with accreditation for 2025 taking
the Group 9.6% above benchmark.
• An increase in our Peakon employee engagement score in
November 2024 to 8.2 (November 2023: 7.6 and June 2024: 8.1),
0.5 ahead of the Peakon benchmark.
BONUS
The 2024 Bonus Scheme set for Executive Directors in
respect of performance in 2024 was based on achievement
of stretching targets against Adjusted profit before tax
(60%), Capital Employed (20%), Average month end net
debt (15%) and ESG (5%). The average month end net debt
metric was introduced for 2024 to increase focus on the cash
management profile across the year.
The bonus scheme had a profit gateway of £410million, as this
was not met no (zero) bonus was payable under the scheme.
The formulaic outcome given the above performance was zero.
In light of business and stakeholder context set out above,
the Committee was comfortable that the formulaic outcome
set out was fair and appropriate, therefore no discretion was
exercised in relation to the outcome.
LONG
-
TERM INCENTIVES
The 2022 LTIP award was subject to total shareholder return
(TSR) (33%), adjusted EPS (33%) and ROCE (33%) targets
measured over three financial years.
In respect of TSR performance, Vistry’s TSR was below the
median of the peer group and thus vesting for this portion
of the award was 0%. ROCE was 14.6% which resulted in 0%
vesting. Adjusted EPS in 2024, being the third year of the
performance period was 55.9p, which was below threshold and
thus 0% vested.
The formulaic outcome given the above performance was zero.
In light of business and stakeholder context set out above,
the Committee was comfortable that the formulaic outcome
set out was fair and appropriate therefore no discretion was
exercised in relation to the outcome.
Full details on the targets set and performance against them
can be found on page 131 in respect of the 2024 Bonus Scheme
and page 131 for the 2022 LTIP award.
IMPACT OF COST ISSUES
Following the issues identified in the South Division and the
disappointing overall profit performance for the year, the
Committee met to consider the impact of the issues, including
on prior year pay outcomes. As set out in the Audit Committee
report on pages 112 to 121, a prior year restatement of FY23 has
been made reducing PBT by £11.8m.
The FY23 annual bonus was paid at 55.28%, with the bonus
for the CEO paid one third in cash and two thirds in deferred
bonus awards and the other Executive Directors were paid
two thirds in cash and one third in deferred bonus awards.
The terms of the bonus scheme provided that the gateway for
any bonus to be awarded was that the Group at least achieved
threshold annual profit. If the additional costs in the South
Division had been identified and profit before tax adjusted
in FY23 without mitigating credits, then the profit threshold
would not have been met. The prior year error would not have
impacted the achievement of the other metrics of the scheme.
Therefore, the impact of the prior year adjustment would have
reduced the bonus outturn from 55.28% to 50.0%.
The 2021 LTIP awards were measured and vested in March
2024 at 76.3% of the maximum award at a share price of £11.20.
If the prior year adjustment had been applied then the actual
cumulative EPS would have reduced by 5p to 373p and ROCE
would have reduced from 21.3% to 20.9% reducing the overall
LTIP outturn to 59.3%.
The Committee assessed the impact of these events,
including taking account of its malus and clawback powers,
taking a holistic approach. It considered the fact of a prior
year restatement was relevant, whilst also reflecting on the
quantum of the adjustment as being of less than 3% of
annual profit. The significant reduction in the share price since
the bonus was paid and the LTIP vested was acknowledged.
The cost movements in the South Division have had a clear
impact on the financial metrics of the Group, however
other metrics such as customer satisfaction, employee
engagement, quality of build, volumes of homes built, and
health and safety have been maintained or improved.
The Committee also reviewed the overall impact of the cost
issues. The adjustment to FY23 profit before tax and reduced
profit before tax in FY24 have negatively impacted the likely
vesting of 2023 and 2024 unvested LTIP awards. The EPS and
ROCE targets for those awards were set before the reduction
in profit was known and make achievement against these
targets unlikely. As such, an LTIP vesting for the next two years
will be very challenging for participants to achieve material
vesting outcomes for these awards. The zero payouts for the
FY24 annual bonus and 2022 LTIP are also a direct result of the
cost issues in the South Division, and management accepts
these outcomes. The Committee also acknowledged that
management have responded proactively and transparently
to the issues, making improvements to the control
environment and taking other actions as set out in the
Audit Committee report.
The Committee weighed up all of these factors and
determined not to exercise discretion to take any action in
respect of the FY23 bonus or 2021 LTIP outcomes.
124
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Vistry Group PLC
REMUNERATION COMMITTEE REPORT
continued
COMMITTEE ACTIVITIES
A summary of the Committee’s focus and activities during 2024 are set out in the table below.
AREA OF FOCUS ACTIVITIES
POLICY
• Continued engagement with shareholders following approval of the Group’s remuneration policy in
August 2023.
REMUNERATION
PACKAGES
• Approved Executive Directors and ELT salaries for 2025.
• Approved 2024 bonus outcomes for Executive Directors and ELT.
• Approved 2024 LTIP award levels for Executive Directors and senior management.
• Approved leaving arrangements for Earl Sibley.
EQUITY
INCENTIVES
• Confirmed the outcome of 2021 LTIP awards.
• Received updates on performance of in-flight LTIP awards.
WORKFORCE
REMUNERATION
• Received updates on workforce remuneration policies and practices, and how these align with the
Group’s strategy and culture.
EFFECTIVENESS
• Considered external trends and possible implications for senior management remuneration across
the Group.
• Received updates on the UK executive remuneration landscape and governance developments.
GOVERNANCE
• Approved the 2024 Remuneration report for inclusion in this Annual Report and Accounts.
• Reviewed the Committee’s Terms of Reference.
EXECUTIVE DIRECTOR CHANGES
Following a restructuring of the Group to reduce the
length of reporting lines and ensure closer proximity of the
CEO to the business, the role of Chief Operating Officer
was made redundant. As a result, Earl Sibley, who had
been with the business since April 2015, left the Group
on 31 December 2024. As Earl’s departure was due to the
redundancy of the COO role, he was treated as a ‘good
leaver’ in accordance with the Group’s incentive plan rules.
Details of his arrangements can be found on page 134.
2025 REMUNERATION POLICY IMPLEMENTATION
The Remuneration Policy was approved by a shareholder
vote at our General Meeting in August 2023. A summary of the
implementation of the Policy in 2025 has been set out below:
The Executive Chair and CEO declined an increase to his base
salary for 2025. The CFO received a 2.5% increase to his base
salary, in line with the wider workforce as at 1 January 2025.
For the 2025 annual bonus, we are proposing to change
the measures from 2024. The scorecard will consist of
adjusted profit before tax (60%), full year net debt (30%)
and gross profit shortfall for FY26 (10%). The maximum
bonus opportunity for the Executive Chair and CEO and
the CFO in 2025, shall remain at 300% and 175% of base
salary respectively.
Two thirds of any bonus paid to the Executive Chair and CEO
shall be deferred for two years under the Deferred Bonus Plan
with one third deferred of any bonus paid to the CFO in line
with our shareholder approved Policy.
For 2025 LTIP awards, we will continue to use relative TSR (40%),
ROCE (25%) and EPS (30%) and carbon reduction (5%). In light
of the performance of the business in FY24 and the substantial
fall in share price, the award level for the Executive Chair and
CEO shall decrease to 250% of base salary and remain at 225%
for the CFO. The Executive Chair and CEO voluntarily proposed
a reduction in his opportunity for the 2025 LTIP award to 250%,
which was approved by the Committee.
Full details on performance measures and targets against
them (where not commercially sensitive) are set out
on page 141.
I hope you find that this report clearly explains the
remuneration approach we have taken and how we will
implement the Policy in 2025. I look forward to your support
at the AGM in respect of the resolution relating to this report.
PAUL WHETSELL
Chair of the Remuneration Committee
25 March 2025
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
125
DIRECTORS’ REMUNERATION REPORT
126
|
Vistry Group PLC
REMUNERATION AT A GLANCE
This section of the Directors’ Remuneration report provides details of how our Remuneration Policy was implemented during the
year ended 31 December 2024, and how it will be implemented during the year ending 31 December 2025. It has been prepared
in accordance with the provisions of the Companies Act 2006 and Schedule 8 of the Large and Medium-sized Companies and
Groups (Accounts and Reports) Regulations 2008 (as amended). It also meets the requirements of the UKLA’s Listing Rules. In
accordance with the Regulations, the following sections of the Remuneration Report are subject to audit: the single total figure of
remuneration for Executive Directors and Non-Executive Directors, and accompanying notes (page 130), awards made during the
year (page 132), exit payments made in the year (page 134), payments to past Directors (page 134) and the statement of Directors’
shareholdings (page 135). The remaining sections of the report are not subject to audit.
REMUNERATION IN 2024
EXECUTIVE
DIRECTORS
TOTAL PAY
FOR 2024
See page 130
2024 LTIP
GRANT
See page 132
2022 LTIP
OUTCOME
See page 133
2024 BONUS
ACHIEVEMENT
See page 131
2025
LTIP
AWARD
See
page 141
Awards made at 250% and 225% of base
salary for the Executive Chair and CEO, and
CFO respectively, subject to the following
performance metrics:
MEASURE
WEIGHTING 2025
(AS % OF MAX)
FINANCIAL
TSR 40
EPS 30
ROCE 25
NON
-
FINANCIAL
Carbon reduction 5
2025
ANNUAL
BONUS
See
page 140
to 141
The maximum bonus opportunity level for the
Executive Chair and CEO and the CFO will be 300%
and 175% of base salary respectively. The bonus is
subject to the following performance measures:
MEASURE
WEIGHTING 2025
(AS % OF MAX)
FINANCIAL
Adjusted profit before tax 60
Full year net debt 30
Gross profit shortfall 10
0 50000 100000 150000 200000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
Number of shares
Number of shares
£Value 000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Annual bonus
LTIP
SAYE
£875K
£547K
£564K
£1,452K
£828K
0 50000 100000 150000 200000 250000
Original award
Nil vesting
Greg Fitzgerald
Earl Sibley
Nil bonus
Maximum Bonus
achievable
Greg Fitzgerald
Earl Sibley
Tim Lawlor
0
50000
100000 150000 200000 250000
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£1,134K
£1,240K
£2,400K
£2,400K
£827K
£755K
0 50000 100000 150000 200000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
Number of shares
Number of shares
£Value 000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Annual bonus
LTIP
SAYE
£875K
£547K
£564K
£1,452K
£828K
0 50000 100000 150000 200000 250000
Original award
Nil vesting
Greg Fitzgerald
Earl Sibley
Nil bonus
Maximum Bonus
achievable
Greg Fitzgerald
Earl Sibley
Tim Lawlor
0
50000
100000 150000 200000 250000
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£1,134K
£1,240K
£2,400K
£2,400K
£827K
£755K
0 50000 100000 150000 200000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
Number of shares
Number of shares
£Value 000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Annual bonus
LTIP
SAYE
£875K
£547K
£564K
£1,452K
£828K
0 50000 100000 150000 200000 250000
Original award
Nil vesting
Greg Fitzgerald
Earl Sibley
Nil bonus
Maximum Bonus
achievable
Greg Fitzgerald
Earl Sibley
Tim Lawlor
0
50000
100000 150000 200000 250000
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£1,134K
£1,240K
£2,400K
£2,400K
£827K
£755K
0 50000 100000 150000 200000
Original award
Vesting
1. Value of shares at vesting.
2. Value of shares at date of award.
Number of shares
Number of shares
£Value 000
Base salary
Benefits & pensions
Grant
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Annual bonus
LTIP
SAYE
£875K
£547K
£564K
£1,452K
£828K
0 50000 100000 150000 200000 250000
Original award
Nil vesting
Greg Fitzgerald
Earl Sibley
Nil bonus
Maximum Bonus
achievable
Greg Fitzgerald
Earl Sibley
Tim Lawlor
0
50000
100000 150000 200000 250000
£1,393K
Greg Fitzgerald
Tim Lawlor
Earl Sibley
Number of shares
0 20,000 40,000 60,000 80,000 100,000 120,000
£551K
£313K
£790K
£396K
£1,000K
1
2
1
2
1
2
£1,134K
£1,240K
£2,400K
£2,400K
£827K
£755K
IMPLEMENTATION OF REMUNERATION POLICY IN 2025
COMPONENT MINIMUM ON
-
TARGET MAXIMUM
MAXIMUM WITH 50%
SHARE PRICE GROWTH
BASE SALARY
Annual cash salary for 2025
PENSION
2025 pension levels
BENEFITS
2024 actual benefit figures
ANNUAL BONUS
0% payout 50% of max opportunity 100% of max opportunity
100% of max opportunity
(300% for Executive Chair
and CEO, 175% for CFO),
value of 1/3rd deferred (2/3rd
in case of Executive Chair and
CEO)
LONG
-
TERM
INCENTIVES
0% vesting 50% vesting of award 100% vesting of award
100% vesting of award (250%
for Executive Chair and CEO,
225% for CFO)
2025 REMUNERATION SCENARIOS
The charts below include an estimate of the potential 2025 reward opportunities for each Executive Director based on the
following assumptions:
• Minimum performance reflects the most up-to-date base salary figures and pension figures plus benefits paid in 2024.
• Target performance reflects the most up-to-date base salary and pension figures, benefits paid in 2024, annual cash bonus at
50% of maximum and LTIP vesting at 50% of maximum.
• Maximum performance reflects the most up-to-date base salary and pension figures, benefits paid in 2024, annual cash bonus
at 100% of maximum and LTIP vesting at maximum of 100%.
• The proposed policy maximum with 50% share price increase assumes the maximum value with a 50% increase in share price
for LTIP awards and annual bonus awards deferred into shares.
ILLUSTRATIVE SCENARIO ANALYSIS
Base, Benefits, Pension
Annual Bonus
Long-Term Incentives
100
%
£1,000,000
£2,000,000
£3,000,000
£4,000,000
£5,000,000
£6,000,000
£7,000,000
£8,000,000
£875,000
£3,075,000
£5,275,000
£7,075,000
£575,706
£1,607,275
£2,639,377
£3,370,448
£0
Min
On-
target
Max
Max
with 50%
share
price
growth
Min
On-
target
Max
Max
with 50%
share
price
growth
GREG FITZGERALD
TIM LAWLOR
100%
28%
17%
12%
39%
45%
45%
33%
38%
42%
100%
36%
22%
17%
28%
34%
31%
36%
44%
52%
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
127
THE CODE
-
PROVISION 40 ALIGNMENT
The table below explains how the Remuneration Committee has addressed the factors set out in Provision 40 of the Code.
The Remuneration Policy is designed to ensure a strong link between remuneration, the strategy and delivery of objectives.
PRINCIPLE
ALIGNMENT TO THE CODE
CLARITY
Remuneration arrangements
should be transparent
and promote effective
engagement with shareholders
and the workforce.
Our Remuneration Policy, plan rules and guidance notes are drafted in a clear and
succinct format. The People Forum and employee roadshows provide the opportunity
for our people to raise questions on the Group’s remuneration practices.
Our Remuneration Policy is available at www.vistrygroup.co.uk/investor-centre/
corporate-governance and a summary of our Remuneration Policy is included in this
Annual Report.
SIMPLICITY
Remuneration structures should
avoid complexity and their
rationale and operation should
be easy to understand.
Our remuneration arrangements for ELT and Senior Leadership are purposefully
simple, comprising of fixed pay (salary, benefits, pension/pension salary supplement),
a short-term incentive plan (Annual Bonus scheme, with a Deferred Bonus Plan) and a
Long-Term Incentive plan (LTIP). Targets are reviewed and aligned to strategy.
The 2025 LTIP award includes ESG targets based on metrics which are meaningful and
clear for our employees and aligned to the strategy.
RISK
Remuneration arrangements
should ensure reputational
and other risks from excessive
rewards, and behavioural risks
that can arise from target-based
incentive plans, are identified
and mitigated.
Risks are identified by the Committee and mitigated through the application of the
Remuneration Policy including: malus and clawback provisions; discretionary powers
to amend outcomes; and minimum shareholding requirements. Appropriate discretion
can be applied, in the case of the annual bonus for three years from the date on which
the outcome is determined, and for LTIP awards discretion extends until the fifth
anniversary of the grant date.
PREDICTABILITY
The range of possible values
of rewards to individual
Directors and any other limits
or discretions should be
identified and explained at the
time of approving the policy.
The Executive Chair and CEO’s annual bonus maximum award quantum is 300% and
the LTIP award quantum is up to 300% of base salary which has been reduced to 250%
for the 2025 LTIP award. The CFO annual bonus maximum award is 175% and the LTIP
award quantum is 225% of base salary. Maximum bonus is only payable if stretching
targets are met and excellent Group performance is achieved.
At least one third (and two thirds for the current Executive Chair and CEO) of the
annual bonus and whole of the LTIP vesting is in shares.
The Executive Directors have shareholding requirements including a two-year post-
cessation shareholding requirement. The value of share awards are less predictable
than cash due to potential fluctuations in the share price. However, it means that
Director remuneration is better aligned to the shareholder experience.
PROPORTIONALITY
The link between individual
awards, the delivery of strategy
and the long-term performance
of the company should be clear.
Outcomes should not reward
poor performance.
Incentive scheme targets are carefully considered by the Committee to ensure they
reward performance and are correctly calibrated. Targets used in the Group’s incentive
schemes are then monitored and progress measured by reference to many of the
Group’s reported KPIs. For the annual bonus for 2025, these include adjusted profit
before tax, full year net debt and gross profit shortfall. For the LTIP, these include
earnings per share and ROCE.
The LTIP takes a longer-term perspective, and for the 2025 awards, the metrics
were based on the financial and share price performance measures of relative total
shareholder return (40%), adjusted earnings per share (30%) and ROCE (25%). The
inclusion of the ROCE metric ensures that sustainable investment decisions are made.
A sustainability metric was introduced in 2024, being a carbon reduction target,
weighted at 5% of the awards. Information in relation to the 2025 LTIP awards is set out
on page 141. The Committee’s ability to apply discretion ensures that outcomes will not
reward poor performance.
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Vistry Group PLC
DIRECTORS’ REMUNERATION REPORT
continued
PRINCIPLE
ALIGNMENT TO THE CODE
ALIGNMENT TO
CULTURE
Our purpose as a responsible developer is to work in partnership to deliver sustainable homes,
communities and social value, leaving a lasting legacy of places people love. This is reflected in
our ESG and ROCE metrics in the LTIP ensures sustainable investment. Incentive targets selected
by the Committee reflect the importance of driving behaviours that underpin the culture of the
business and support the sustainable success of the Group. Customer satisfaction based on both
the HBF new combined 8-week and 9-month survey scores remain important KPIs and are agreed
areas for consideration of downward discretion in the 2025 annual bonus. Further details about
the 2025 annual bonus are set out on pages 140 to 141. An ESG metric has been included in the
2025 LTIP relating to measuring carbon reduction aligned with our Sustainability Strategy.
The Group values are Integrity, Caring and Quality which are reflected in our incentive
remuneration measures through the inclusion of customer satisfaction and health and safety as
areas for downward discretion in the annual bonus (to drive increased service and build quality and
maintain the safety of our sites) and through the malus and clawback provisions that apply to all
incentive plans.
Further information on our culture is included on page 91.
KEY REMUNERATION DECISIONS DURING 2024
During 2024, the Committee determined the performance measures and set targets for the 2024 annual bonus and approved
2023 bonus payments. It also determined the performance measures and set targets for and approved LTIP awards made in
2024 and confirmed the partial vesting of the 2021 LTIP awards. Malus and clawback provisions for incentive awards and a two-
year post vesting holding period for LTIP awards continued to be applied in 2024.
The Deferred Bonus Plan (DBP) was used to make conditional share awards to Executive Directors and other senior
management equivalent to the value of one third of their annual bonus over a vesting period of two years. Malus and clawback
provisions apply which are consistent with the terms of the annual bonus plan and LTIP.
Towards the end of the year, the Committee considered the structure for the 2025 annual bonus and completed the
2024 remuneration review, which included consideration of the economic environment, alignment with the experience of
stakeholders, the link between executive remuneration and pay, and employment conditions throughout the Group (including
oversight of the general proposals for our people for 2024). The conclusion of the review was that the Executive Chair and
CEO declined to participate in the salary review for 2025, with a 2.5% standard increase across the workforce for those earning
£40,000 or more. The increase for employees earning less than £40,000 was 5%, with a taper applied so that those earning
just over £40,000 were not disadvantaged. The CFO received a 2.5% standard increase in line with the wider workforce.
The Committee also reviewed the impact of the prior year restatement, including on the FY23 annual bonus and 2021 LTIP
outcomes. As described above, the Committee carefully considered this, taking into account all of the relevant considerations,
and ultimately determined not to take any action in respect of the FY23 bonus nor 2021 LTIP outcomes.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
129
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR ENDED 31 DECEMBER 2024
SINGLE FIGURE EXECUTIVE DIRECTORS’ REMUNERATION (AUDITED)
Salary
£000
Benefits
1
£000
Pension
Salary
Supplement
2
£000
Sub-Total
(Fixed Pay)
£000
LTIP
4
£000
Annual
Bonus
5
£000
SAYE
£000
Sub-Total
(Variable Pay)
£000
Total
Remuneration
£000
Greg Fitzgerald 2024 800 19 56 875 - - - - 875
2023 800 37 56 893 952 1,327 - 2,279 3,172
Tim Lawlor 2024 503 23 38 564 - - - - 564
2023 489 19 32 540 - 405 5 410 950
Earl Sibley
3
2024 490 18 34 542 - - 5 5 547
2023 535 21 36 592 540 444
-
984 1,576
1
Taxable benefits include medical insurance, payment of a car allowance and provision of a leased vehicle.
2
Greg Fitzgerald, Earl Sibley and Tim Lawlor receive a non-bonusable and non-pensionable pension salary supplement.
3
Earl Sibley stepped down as an Executive Director on 20 November 2024. Figures are reflected up to this date.
4
LTIP 2022 measured over a three-year period to 31 December 2024 and vested to the extent of 0% on 4 March 2025. See page 133 for further
details. LTIP 2021 measured over a three-year period to 31 December 2023 and vested to the extent of 76.3% on 8 March 2024. The figure included
is an estimate based on the average share price over the last quarter of 2023 of £7.88. The share price on grant of this award was £9.28 and at the
end of the three-year period was £9.175. Notional dividends accrued up to 31 December 2023 have been applied to the vested award.
5
0% annual bonus was achieved for the year (see page 131).
6
Earl Sibley was granted 1,916 SAYE at an option price of £9.68 (representing a 20% discount to the prevailing market price of £12.10) during 2024,
resulting in an equivalent benefit of £4,637.
NON
-
EXECUTIVE DIRECTORS’ REMUNERATION (AUDITED)
The following table shows the remuneration for the Non-Executive Directors who served during 2024:
SALARY / FEES £000
Non-Executive Directors
2024
Total
2024
2023
Total
2023
Rob Woodward
1
81 81 - -
Rowan Baker 76 76 70 70
Paul Whetsell
2
76 76 43 43
Chris Browne 61 61 59 59
Helen Owers
2
61 61 37 37
Alice Woodwark
3
38 38 - -
Usman Nabi
4
- - - -
Ralph Findlay
5
88 88 234 234
Jeff Ubben
6
2 2 37 37
1
Appointed SID on 16 May 2024.
2
Appointed on 18 May 2023.
3
Appointed on 16 May 2024.
4
Appointed on 12 January 2024. Usman has waived his rights to receive a fee for his Non-Executive Director role on the Board for this year
and future years.
5
Retired on 16 May 2024.
6
Resigned on 12 January 2024.
In addition to their fees, the Non-Executive Directors were entitled to claim non-taxable expenses incurred whilst fulfilling
their role. There were no reimbursements of expenses that were taxable.
PAYMENTS TO EXECUTIVE DIRECTORS FOR EXTERNAL DIRECTORSHIPS (UNAUDITED)
Greg Fitzgerald is Non-Executive Chairman of Baker Estates Limited. During the year, Greg Fitzgerald received a fee of £146,800
in relation to this appointment, together with gross loan interest payments of £568,051. He is also Non-Executive Chairman of
Ardent Hire Solutions Limited, for which he received a fee of £130,000 during the year and a bonus payment of £3,851. Neither
Tim Lawlor nor Earl Sibley held any external directorships during the year.
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Vistry Group PLC
ANNUAL BONUS PAYMENT IN RESPECT OF 2024 (AUDITED)
The maximum opportunity for the Executive Chair and CEO, COO and CFO for the year ended 31 December 2024 was 300% for
the Executive Chair and CEO and 175% of base salary for the COO and CFO, with one third (two thirds for the Executive Chair and
CEO) of any bonus award being paid in shares, deferred for two years.
Provisions that enable the recovery of sums paid (clawback) continue to apply, as set out in the Policy table. All targets were set in
January 2024.
A breakdown of the performance against the measurement criteria is shown below. The profit gateway of £410m was not met so
no bonus was payable.
Measure
Weighting
(% of max) Threshold On target
Stretch and
maximum
Outcome and award
achieved (% of max)
FINANCIAL MEASURES
Adjusted profit before tax, execeptionals and
amortisation (acts as gateway to bonus)
60 £410.0m £430.0m £480.0m £263.5m (0%)
Net debt 15 £459.0m £431.0m £402.0m £534.2m (0%)
Capital employed 20 £2,397.0m £2,347.0m £2,247.0m £2,512.9m (0%)
NON
-
FINANCIAL MEASURES
ESG
1
- Affordable housing and people metrics 5 n/a n/a n/a 100%
TOTAL BONUS PAYABLE 0
1
The ESG scorecard targets included (i) additional affordable homes growth in excess of 2023, and (ii) skills academy learners with a threshold
performance of 305. The sustainability scorecard measures were achieved in full: (i) the number of additional affordable homes delivered was
more than 2023 delivery (ii) the number of learners through skills academies was 678 against a target of 305.
Executive Director
Maximum bonus
% salary
Target bonus
% of salary
Actual bonus
% of salary
Total 2024
bonus £000
Greg Fitzgerald 300 150 0 £0
Earl Sibley 150 50 0 £0
Tim Lawlor 150 50 0 £0
In determining the Executive Directors’ 2024 annual bonus outcome, the Committee maintained a clear and rigorous focus on
aligning pay with performance, coupled with consideration of performance against the metrics. The Committee considered whether
to exercise its discretion and agreed not to adjust this outcome as it was comfortable that no award being made was appropriate
given the performance of the Group in the year and wider stakeholder experience outlined earlier in this report.
LONG
-
TERM INCENTIVE PLAN (LTIP) (AUDITED)
Long-term incentive awards are made in the form of performance shares or nil-cost options under the Vistry Group LTIP,
which was approved by shareholders at the General Meeting held on 2 December 2019, as amended on 30 August 2023.
All awards prior to 2020 were granted under the rules approved at the 2010 Annual General Meeting. Each award is made
subject to the achievement of performance criteria as explained below and will ordinarily vest after three years. A two-year
holding period following vesting was introduced for 2017 awards onwards, which extends the time between awards being
granted and when they can be exercised to five years. Provisions that enable the withholding of payment or the recovery of
sums paid (malus and clawback) were further strengthened with the adoption of the LTIP rules.
DIRECTORS’ REMUNERATION REPORT
continued
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
131
Discretions available to the Committee contained in the LTIP rules are set out in the Policy table on pages 143 to 149
and in the exit payments policy contained within the Remuneration Policy which is available at www.vistrygroup.co.uk/
investor-centre/corporate-governance.
AWARDS GRANTED DURING 2024 (AUDITED)
The table below shows the awards granted to Executive Directors in 2024 in the form of nil cost options. The awards were
based on a closing share price of £12.00 on 15 March 2024. This has been used to determine the face value of the awards.
The award is subject to a three-year performance period ending on 31 December 2026 and exercisable in 2029, following a
two-year holding period.
Executive Director
Type of award
Award as
% of salary
Number
of shares
awarded
Face value
of award
£000
Greg Fitzgerald Performance Share Plan 300 200,000 2,400
Earl Sibley Performance Share Plan 225 103,321 1,240
Tim Lawlor Performance Share Plan 225 94,399 1,134
The performance measures for all 2024 awards are total shareholder return (TSR) (30%), adjusted EPS (30%), ROCE (30%) and carbon
reduction (10%). The TSR measure will be split for 2024 between the current comparator group (20%) and FTSE 250 (10%). Achieving
threshold performance would result in 25.0% of the total award vesting.
The performance targets are:
• TSR – threshold performance equal to the annualised median of the relevant index and maximum performance equal to
the annualised upper quartile of the relevant index, using a relative ranking approach, measured over the three consecutive
financial years commencing on 1 January 2024 to 31 December 2026.
• Adjusted EPS – threshold performance at absolute EPS of 107 pence and maximum performance at absolute EPS of 119
pence, both as measured in the third year of the performance period (2026).
• ROCE – threshold performance at 28% and maximum performance at 32%, both as measured in the third year of the
performance period (2026).
• Carbon Reduction - threshold performance at 13% reduction against 2022 baseline and maximum performance at 25%
reduction against 2022 baseline, both as measured in the third year of the performance period (2026).
The 2024 constituents of the TSR index, which may be subject to change, are as listed below:
TSR comparator group
Barratt Developments plc* Bellway plc The Berkeley Group plc Taylor Wimpey plc
Crest Nicholson Holdings plc Persimmon plc Redrow plc*
*Barratt Developments plc and Redrow plc combined during 2024 to become Barratt Redrow plc.
DEFERRED BONUS AWARD GRANTED IN 2024 (AUDITED)
The table below shows the awards granted to Executive Directors under the Deferred Bonus Plan 2024 in the form of conditional
awards on 20 March 2024. The awards will vest two-years after grant. The awards equate to one third (two thirds for the Executive
Chair and CEO) of the bonus payable to Executive Directors in respect of 2023. The awards were based on a share price of £12.00
being the closing share price on 15 March 2024. The awards are not subject to any additional performance conditions nor are they
subject to continued employment and vest in accordance with the plan rules.
Executive Director
Type of award
Award as
% of bonus
Number
of shares
awarded
Face value
of award
£000
Greg Fitzgerald Deferred Bonus Award 66.66% 73,706 884
Earl Sibley Deferred Bonus Award 33.33% 12,322 148
Tim Lawlor Deferred Bonus Award 33.33% 11,258 135
132
|
Vistry Group PLC
DIRECTORS’ REMUNERATION REPORT
continued
AWARDS VESTING IN RESPECT OF 2024 (AUDITED)
The LTIP awards made in 2022 were measured over a three-year period to 31 December 2024 and vested as to 0% of the maximum
award on 4 March 2025 at a share price of £6.265.
Performance measure Weighting
Threshold
(25% Vesting)
Maximum
(100% Vesting) Actual
% Achieved
against weighting % Vesting
Adjusted EPS 33.33% 124p 152p 55.9p 0 0
TSR 33.33%
Performance equal
to the annualised
median of the index
Performance equal to
the annualised upper
quartile of the index
Below
median 0 0
ROCE 33.33% 23.20% 28.10% 14.6% 0 0
Straight line vesting occurs between threshold and maximum. Total vesting 0.00%
When considering the outturn, the Committee considered the buiness and stakeholder experience in 2024. The overall level of
vesting for the 2022 award is zero (0%). The Committee considered whether to exercise its discretion and agreed not to adjust this
outcome as it was comfortable that the zero (0%) awards made were both fair and appropriate given the performance of the Group in
the year and wider stakeholder experience outlined earlier in this report.
HISTORICAL LTIP AWARDS (AUDITED)
The table below summarises the historical long-term incentive awards made to the Executive Directors.
AWARD SIZE (% SALARY) PERFORMANCE CRITERIA %
Year of
grant Performance period CEO COO CFO
Customer
Satisfaction TSR EPS ROCE
Carbon
reduction
% of award
vesting
2017 01/01/2017-31/12/2019 200 - 125 33.3 22.2 22.2 22.2 - 81.6
2018 01/01/2018-31/12/2020 200 - 125 25 25 25 25 - 25
2019 01/01/2019-31/12/2021 150 - 125 - 33.3 33.3 33.3 - 45.3
2020 01/01/2020-31/12/2022 200 200 200 - 33.3 33.3 33.3 - 57
2021 01/01/2021-31/12/2023 180 180 180 - 33.3 33.3 33.3 - 76.3
2022 01/01/2022-31/12/2024 200 200 200 - 33.3 33.3 33.3 - 0
2023 01/01/2023-31/12/2025 200 200 200 - 33.3 33.3 33.3 - Ongoing
2024 01/01/2024-31/12/2026 300 225 225 - 30 30 30 10 Ongoing
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
133
PENSIONS (AUDITED)
All Executive Directors receive pension salary supplements of 7% of their respective base salaries in alignment with
the workforce.
None of the Executive Directors have a prospective right to defined benefit pensions and there are no special early retirement
or early termination provisions for Executive Directors, except as noted in the exit payments policy in the Remuneration Policy
available at www.vistrygroup.co.uk/investor-centre/corporate-governance.
Any new appointments include eligibility for membership of the Group’s defined contribution pension arrangements.
PAYMENTS FOR LOSS OF OFFICE (AUDITED)
There were no payments for loss of office made in the year.
On 20 November 2024 it was announced that Earl Sibley would step down as an Executive Director of the Company on the
same date and would step down as Chief Operating Officer of the Group on 31 December 2024 following the removal of
the role. Earl continued to receive his salary and contractual benefits in accordance with his service agreement during
this period. It was agreed that he would then receive the following payments: (i)£486,760.83 in lieu of base salary for the
remainder of his twelve month notice period; and (ii) £124,465 in respect of his statutory redundancy entitlements and in
settlement of any potential claims. Earl will retain his existing cover under the Company’s private medical insurance policy
to the end of his original notice period. He was paid in lieu of accrued but untaken holiday.
Earl remained eligible to be considered for an annual bonus for 2024, but in line with the position of the other Executive
Directors the bonus outcome was nil and so no bonus was paid for 2024. He will not be eligible to receive an annual bonus for
2025. As Earl’s role was made redundant, in accordance with the plan rules he retained unvested options under the Long-Term
Incentive Plan granted in 2022, 2023 and 2024 (with the options granted in 2022 having lapsed given the vesting outcome was
nil). The options will remain outstanding and capable of vesting subject to the level of achievement of the existing performance
metrics. Any portion of the options which vest will be subject to a time pro-rated reduction and will be subject to a further
two-year holding period after which they will become exercisable for six months. Earl will no longer be eligible for any further
awards under the Long-Term Incentive Plan.
Earl holds already vested options under the Long-Term Incentive Plan relating to the years 2017 to 2021. In accordance with
the plan rules, these options will remain outstanding on their normal terms, including remaining subject to the applicable
holding period, and he will have six months from his termination date or, if later, six months from the end of the holding period
to exercise.
In accordance with the plan rules, Earl will also retain his unvested deferred bonus shares granted under the Deferred Bonus
Plan in 2023 and 2024, which will remain eligible to be released to him in 2025 and 2026, respectively. Earl held existing awards
under the Sharesave Plan and Share Incentive Plan, which were treated in accordance with the plan terms applicable in the case
of redundancy.
He was also be entitled to a payment of up to £20,000 (plus VAT) paid directly to third party providers to cover the cost of
outplacement counselling and up to £9,000 (plus VAT) paid directly to a third party provider to cover legal fees incurred in
obtaining advice in respect of the termination of his employment with the Company.
PAYMENTS TO PAST DIRECTORS (AUDITED)
In March 2024, Graham Prothero’s 2021 Deferred Bonus Plan award of 29,937 conditional shares (inclusive of notional dividends)
vested. 14,100 shares were sold to cover tax and NI and 15,837 shares were released into a Share Certificate in his name.
134
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Vistry Group PLC
DIRECTORS’ SHAREHOLDINGS AND SHARE INTERESTS
DIRECTORS’ BENEFICIAL SHARE INTERESTS (AUDITED)
The Directors’ interests in the share capital of the Company are shown below. All interests are beneficial.
31 DEC 2024 31 DEC 2023
Ordinary
Shares
Deferred
shares
6
LTIP
shares
(vested)
7
LTIP shares
(subject to
performance
conditions)
SAYE options
(subject to
continuous
employment)
Ordinary
Shares
Deferred
shares
LTIP
shares
(vested)
LTIP shares
(subject to
performance
conditions)
SAYE options
(subject to
continuous
employment)
Executive Directors
Greg Fitzgerald 1,091,062 123,457 328,311 562,840 - 1,639,193 86,629 225,223 497,949 -
Earl Sibley
1
50,922 41,798 160,138 339,041 1,916 36,052 50,388 101,680 312,336 2,208
Tim Lawlor 65,150 15,824 - 229,706 3,065 64,976 4,566 - 135,307 3,065
Non-Executive Directors
Rob Woodward
2
5,088
Rowan Baker 1,655 - - - - - - - - -
Chris Browne 17,632 - - - - 9,832 - - - -
Paul Whetsell 15,000 - - - - 15,000 - - - -
Helen Owers 5,000 - - - - 1,000 - - - -
Alice Woodwark
2
- - - - - - - - - -
Usman Nabi
3
- - - - - - - - - -
Ralph Findlay
4
2,868 - - - - 2,868 - - - -
Jeff Ubben
5
- - - - - - - - - -
1 Stepped down from the Board on 20 November 2024
2 Appointed to the Board on 16 May 2024
3 Appointed to the Board on 12 January 2024
4 Stepped down from the Board on 16 May 2024
5 Stepped down from the Board on 12 January 2024
6 Conditional award
7 Nil cost option
There were no changes in the holdings of ordinary shares of any of the Directors between 1 January 2025 and 25 March 2025
(being the latest practicable date prior to the publication of this Annual Report) other than the normal monthly investment in
partnership shares through the Vistry Group PLC Share Incentive Plan.
The Directors’ interests in share options and awards under the LTIP are detailed on the adjacent page. There were no changes
in the holdings of share options and awards under the LTIP between 1 January 2025 and 25 March 2025 (being the latest
practicable date prior to the publication of this Annual Report and Accounts).
DIRECTORS’ REMUNERATION REPORT
continued
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
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135
SHAREHOLDING GUIDELINES (AUDITED)
Guidelines have been approved for Executive Directors in respect of ownership of Vistry Group PLC shares. During 2024, the
Board expected each Executive Director to retain 100% of the net value derived from the exercise of LTIP awards as shares,
after settling all costs and income tax due, until such time as they meet the guidelines. For any Executive Director who receives
an LTIP opportunity greater than 200% of their base salary, the shareholding guideline will apply at the higher of (i) 200% of
base salary, or (ii) the Executive Director’s LTIP opportunity. This means the guidelines for the Executive Chair and CEO were
increased to 300% of base salary.
Shares no longer subject to performance conditions but subject to deferral or a holding period count towards the guideline
(on a net of tax basis).
Executive Director
Shareholding
as at 31/12/24
Historical
acquisition
cost
Salary as at
01/01/25
Shareholding
achieved %
Shareholding
guideline %
Greg Fitzgerald 1,316,946 £10,958,534 £800,000
1,370
300
Earl Sibley
1
151,890 £1,052,456 £489,822 215 225
Tim Lawlor 73,062 £476,664 £516,051
92
225
1
Earl Sibley stepped down as an Executive Director on 20 November 2024. His salary and shareholding is as at this date.
Greg Fitzgerald continued to meet the shareholding guidelines during 2024. The value of Greg’s historical acquisition cost has
decreased from the prior year because the price used to calculate the value of his vested shares (included those deferred and
subject to a Holding Period) was the close price on 31 December 2024 of £5.72. Tim Lawlor continued to increase the number
of shares held during 2024 and is making good progress towards meeting his shareholding guidelines. Earl Sibley will remain
subject to a post-employment shareholding requirement in line with policy for a period of two years following his cessation
of employment.
DIRECTORS’ INTERESTS IN LTIP SHARES
1
(AUDITED)
Executive Director
Award date
Vesting date
Interest
as at
31/12/24
Interest
as at
31/12/23
Value of
shares at
date of award
(£000)
Vesting &
exercised
in year
Lapsed in
year
Expiry date
Market
value at
vesting
(£000)
Gain on
exercise
(£000)
Shares
retained
on
exercise
Greg Fitzgerald
08/09/17 08/09/20 91,369 91,369 1,300 - - 08/09/27 - - -
05/03/18 05/03/21 30,759 30,759 1,332 - - 05/03/28 - - -
04/03/19 04/03/22 41,009 41,009 1,019 - - 04/03/29 - - -
02/03/20 02/03/23 62,086 62,086 1,393 - - 02/03/30 - - -
08/03/21 08/03/24 103,088 135,109 1,254 - 32,021 08/03/31 - - -
04/03/22 04/03/25 153,784 153,784 1,452 - 04/03/32 - - -
27/03/23 27/03/26 209,056 209,056 1,510 - - 27/03/33 - - -
20/03/24 20/03/27 200,000 2,400 - - 20/03/34 - - -
Earl Sibley
08/09/17 08/09/20 40,263 40,263 375 - - 08/09/27 - - -
05/03/18 05/03/21 9,377 9,377 650 - - 05/03/28 - - -
04/03/19 04/03/22 16,833 16,833 418 - - 04/03/29 - - -
02/03/20 02/03/23 35,207 61,767 790 - - 02/03/30 - - -
08/03/21 08/03/24 58,458 76,616 711 - 18,158 08/03/31 - - -
04/03/22 04/03/25 87,624 - 828 - - 04/03/32 - - -
27/03/23 27/03/26 148,096 - 1,070 - - 27/03/33 - - -
20/03/24 20/03/27 103,321
-
1,240 20/03/34 - - -
Tim Lawlor
27/03/23 27/03/26
135,307 -
978
- -
27/03/33
- - -
20/03/24 20/03/27
94,399
- 1,134 - - 20/03/34
- - -
1
All awards were granted as nil cost options.
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DIRECTORS’ INTERESTS IN SHARE OPTIONS (AUDITED)
Executive Director
Date of
grant Scheme
Interest
as at
31/12/24
Granted
in year
Lapsed
in year
Exercised
in year
Interest
as at
31/12/23
Exercise
price per
share (£)
Option
exercise
period
Greg Fitzgerald - - - - - - - - -
Earl Sibley 01/06/2021 SAYE - - - 2,208 2,208 8.152 06/24-12/24
16/04/2024 SAYE 1,916 1,916 - - - - 1/25-7/25
Tim Lawlor 27/04/2023 SAYE 3,065 - - - 3,065 5.872 06/26-12/26
The Vistry 2024 SAYE options were granted at a 20% discount to the prevailing market price of £12.10 on the date of grant.
There was no payment required to secure the grant of any share options. There was no change in the terms and conditions of
any outstanding options granted under the SAYE Scheme during the year. Share options held in the SAYE Scheme, which are not
subject to performance conditions, may under normal circumstances be exercised during the six months after maturity of the
savings contract.
PAST PERFORMANCE REVIEW
As required by the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended),
the following graph shows the TSR on an ordinary share held in Vistry Group PLC (previously named Bovis Homes Group PLC)
over the last ten financial years, compared to the FTSE 250 index and the median of the FTSE 350 housebuilding companies
(as listed as at 31 December 2014) over the same period. As a constituent of the FTSE 250 operating in the home construction
sector, the Committee considers both these indices to be relevant benchmarks for comparison purposes. The Board has chosen
these comparative indices as the Group is a constituent of the FTSE 250 and its major competitors are included within the
bespoke index. We have used a consistent methodology for preparing this with the approach in previous years. This includes
taking the figures for each year as a three-month average (i.e. October – December in the relevant year), which results in the 2024
figure being 3% above the 2023 figure. If we instead took the spot prices on the last trading days of 2023 and 2024 respectively, it
would show as a 39% fall in share price.
The middle market price of the Company’s shares on 31 December 2024 was £5.72 (2023: £9.13). During the year ended
31 December 2024, the share price recorded a middle market low of £5.475 and a high of £14.30.
TOTAL SHAREHOLDER RETURN PERFORMANCE GRAPH
TSR Performance
FTSE 250 index
Bespoke home construction index
(2)
Vistry Group PLC
Vistry Group PLC
FTSE 350 Home Construction Companies
FTSE 250 index
2
£0
£50
£100
£150
£200
£250
£300
2024
December
2014 2015 2016 2017 2018 2019 2020 2021 2022 2023
£390
£176
£159
£218
DIRECTORS’ REMUNERATION REPORT
continued
1 This graph illustrates ten-year TSR performance
and therefore does not represent the period
under which the LTIP is measured.
2 Median TSR growth of the constituents of the
bespoke index. Index consists of FTSE 350 home
construction companies which are considered
to be within our peer group, as at 31 December
2024 (Barratt Redrow, Bellway,
The Berkeley Group, Persimmon, Taylor Wimpey).
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
137
TOTAL CEO REMUNERATION
Year 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Single figure total £000 1,596 1,505 1,029 1,367 2,180 2,175 1,342 2,356 2,482 3,172 875
Annual bonus against maximum % 88.7 59.8 10 100 89 100 30 100 100 55.3 0
LTIP vesting against maximum % 66.7 66.7 35.9 - - 81.6 25.0 45.3 57.0 76.3 0
Recruitment award vesting against maximum % n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
Note: Columns for 2014-2016 relate to David Ritchie and those for 2017-2024 related to Greg Fitzgerald
ANNUAL PERCENTAGE CHANGE IN DIRECTORS’ REMUNERATION
The table below sets out the change in remuneration for the Company’s Directors from 2020 to 2024. As the Company has no direct
employees we have chosen to compare the change in remuneration with the Group’s employees (as per prior years).
Salary/fees % change Benefits % change Annual Bonus % change
Executive Directors 2024 2023 2022 2021 2020 2024 2023 2022 2021 2020 2024 2023 2022 2021 2020
Greg Fitzgerald
1
0.00 10.19 4.25 0.00 2.50 -48.65 19.40 0.00 0.00 94.0 -100.00 21.21 4.21 400.00 -69.0
Earl Sibley
2
3.00 24.42 4.75 0.00 18.00 0.00 5.00 0.00 0.00 82.00 -100.00 -31.62 4.72 402.54 -65
Tim Lawlor
3.00 0.00 - - - 21.05 0.00 - - - -100.00 - - - -
Executive Directors
Rowan Baker
8.57 4.00 - - - - - - - - - - - - -
Chris Browne
3.00 4.00 4.66 0.00 2.75 - - - - - - - - - -
Paul Whetsell
3
8.57 - - - - - - - - - - - - - -
Helen Owers
3
3.00 - - - - - - - - - - - - - -
Rob Woodward
4
- - - - - - - - - - - - - - -
Alice Woodwark
4
- - - - - - - - - - - - - - -
Usman Nabi
5
- - - - - - - - - - - - - - -
Ralph Findlay
6
- 38.46 125.68 0.00 2.00 - - - - - - - - - -
Jeffrey Ubben
7
- - - - - - - - - - - - - - -
Average pay of
employees of
the Group
3.62 5.07 4.22 2.78 6.13 1.10 1.00 1.00 1.00 1.00 -100.00 60.00 -5.00 369.00 3.00
1
No salary increase in 2024. Reduction in benefits was due to a change in car allowance and car benefit in kind.
2
Stepped down from the Board on 20 November 2024. Percentage change reflects the change between full year salary for 2023 and 2024.
3
Appointed to the Board on 18 May 2023.
4
Appointed to the Board on 16 May 2024.
5
Appointed to the Board on 12 January 2024. Usman has waived his emoluments for this year and future years.
6
Stepped down from the Board on 16 May 2024. Appointed Chair of the Board on 18 May 2022, therefore 2023 was the first full year’s fee. The increase in
the Chair’s fee was 4% in line with the other fee increases.
7
Appointed to the Board on 23 March 2023 and stepped down on 12 January 2024.
CEO PAY RATIO
Our CEO pay ratio has been calculated using ‘Option A’, because this uses total full-time equivalent total remuneration for all
UK employees for the relevant financial year to rank the data and identify employees whose remuneration place them at median,
25th and 75th percentile. This is consistent with the method used for prior years, allowing for a more meaningful analysis of
the data. The remuneration figures for the employees at each quartile were determined with reference to the year ended
31 December 2024. The data used to calculate the median, 25th and 75th percentiles was determined as at 31 December 2024.
The Committee has reviewed the results of the calculations and is satisfied that they are representative of the respective quartiles
and that there would be little difference if calculated on any other basis.
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A significant reduction in the CEO pay ratio for all percentiles is due there being no variable pay in the CEO single figure, with
annual bonus and LTIP outturn both being nil. As such, no meaningful trend in CEO pay ratio can be interpreted at this time.
Year Method
25th percentile
pay ratio
Median
pay ratio
75th percentile
pay ratio
2024 Option A 24.0:1 16.0:1 11.0:1
2023 Option A 86.0:1 58.0:1 40.0:1
2022 Option A 93.0:1 54.0:1 34.0:1
2021 Option A 70.2:1 44.5:1 31.6:1
2020 Option A 44.7:1 30.9:1 20.5:1
2019 Option B 78:1 56:1 43:1
The table below sets out the salary and total pay and benefits for the three identified quartile point employees:
CEO 25th percentile Median 75th percentile
Salary £800,000 £32,025 £46,485 £69,010
Total pay and benefits £875,000 £36,143 £57,794 £78,925
RELATIVE IMPORTANCE OF SPEND ON PAY
The table below details Group-wide expenditure on pay for all employees (including variable pay, social security, pensions and
share based payments) as reported in the audited financial statements for the last two financial years, compared with adjusted
profit before tax and dividends paid to shareholders. Adjusted profit before tax has been chosen as a metric to compare
against as it shows how spend on pay is linked to the Group’s operating performance and dividends/share buy back paid
represent the annual return on investment to shareholders. See note 6 of the financial statements for full reconciliation of
total spend on pay.
Total Spend on
Pay £m
Adjusted Profit
before tax £m
Dividends
Paid £m
Total Share
Buyback
Paid £m
2024 366.8 263.5 - 172.6
2023 409.0 407.3 110.4 5.3
Year-on-year changes:
Total spend on pay decrease of £42.2m (-10.3%).
Adjusted profit before tax decrease of £143.8m (-35.3%),
Cash dividend decrease of £110.4m (-100%). Share buyback increase of £167.3m (3,256.6%)
IMPLEMENTATION OF REMUNERATION POLICY FOR THE YEAR ENDING 31 DECEMBER 2025
The Remuneration Policy was approved at the General Meeting which was held on 30 August 2023. The key changes in the way
that the Remuneration Policy is proposed to be implemented in 2025 are:
• Following a 2024 salary review, including taking into account the link between Executive remuneration and pay, and
employment conditions throughout the Group (including oversight of the general proposals for staff for 2025), the Executive
Chair and CEO declined to receive a base salary increase and it was determined that there would a 2.5% increase for the CFO
in line with the wider workforce.
• Non-Executive Director fees were reviewed and it was determined that there would be no fee increases for the
Non-Executive Directors.
• The metrics in the annual bonus scheme shall be Adjusted profit before tax (60%), Full Year cashflow (30%) and Gross profit
shortfall for FY26 (10%). The deferral of one third (two thirds for the Executive Chair and CEO) of any bonus payment shall
continue to be satisfied through the grant of conditional awards under the Deferred Bonus Plan with a two-year vesting period.
• The 2025 LTIP award vesting financial criteria shall be relative TSR (40%), ROCE (25%), EPS (30%) and ESG (5%).
DIRECTORS’ REMUNERATION REPORT
continued
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
139
EXECUTIVE DIRECTORS’ BASE SALARIES AND BENEFITS
The salaries of the Executive Directors with effect from 1 January 2025 are set out below.
Executive Directors
Position
2025 Base
salary
% Increase
from 2024
Greg Fitzgerald CEO £800,000 0%
Tim Lawlor CFO £516,051 2.5%
When reviewing base salary, the Committee took account of increases awarded to the workforce, in addition to benchmarking
data for equivalent roles in FTSE250 and sector peers, the individual performance of Executive Directors and the impact on
their total compensation.
Benefits will continue on the same basis as for 2024.
APPROACH TO ANNUAL BONUS FOR 2025
The Committee remains of the view that it is important for the Group’s incentive arrangements to reflect the enlarged Group’s
positioning in the sector and to support the recruitment and retention of the talent required to ensure a successful and
sustainable business, delivering positive outcomes for all stakeholders. The maximum bonus opportunity level for the Executive
Chair and CEO in 2025 will be 300% of base salary, with two thirds of any bonus award being paid in shares through awards
granted under the Deferred Bonus Plan with a vesting period of two years. The maximum bonus opportunity level for the CFO
in 2025 will be 175% of base salary, with one third of any bonus award being paid in shares through awards granted under the
Deferred Bonus Plan with a vesting period of two years.
The Committee determined that the annual bonus scheme for 2025 should maintain the focus on financial metrics with a profit
metric being the most important element in terms of performance based on shareholder expectations and a key component
of guidance and consensus with a weighting of 60%. The cash metric has changed from average month end net debt to full year
net debt metric to drive increased focus on cash management through the year, and to drive towards positive cash generation
rather than debt. The gross profit shortfall for FY26 metric has been introduced to ensure that profit and cash delivery in FY25
is not at the expense of future years. The metric shall be measured as achievement of final FY26 budgeted profit before tax
versus FY26 consensus, post FY24 results. The ESG metric has been removed, following the introduction of an ESG metric into
the LTIP and to maintain focus on financial performance. Customer satisfaction scores remain important KPIs for the Group
and as such HBF Customer Satisfaction new combined scoring for 8-week and 9-month survey scores at less than 5-stars and
Partner Satisfaction Survey scores are agreed areas for consideration of downwards discretion, along with health and safety,
personal performance and payment practices.
There shall not be a profit gateway for the scheme for 2025 with performance against each metric measured separately.
However, as always, the Committee will review the overall formulaic bonus outcome on a holistic basis and would consider the
application of downwards discretion to ensure that the final outcome was fair and appropriate. This is to support the business
to deliver cash improvements. Further, the Committee has agreed that during the year unbudgeted cash improvement actions
may be approved which have a negative impact on profit and the impact of such actions may be adjusted when measuring
performance against the bonus targets.
Provisions that enable the withholding of payment or the recovery of sums paid (malus and clawback) apply to the annual
bonus in circumstances of (i) a material misstatement of results; (ii) an error in assessing performance used in determining the
bonus by reference to which a bonus payment was made, or in the information or assumptions relating to the determination
of such bonus and/or the treatment of a bonus award ; (iii) serious misconduct; (iv) a material failure of risk management; (v)
circumstances of corporate failure (vi) serious reputational damage; (vii) restatement of prior year results; or (viii) any other
circumstances that the Committee considers to be similar in nature or effect. Malus can apply prior to the bonus payment date
and clawback can apply for a two year period thereafter.
The Committee has decided not to disclose the detail of financial performance targets in advance as being closely indicative
of the Group’s strategy they are considered commercially sensitive. Such targets will be disclosed retrospectively in the 2025
Remuneration Report.
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Vistry Group PLC
The 2025 performance measures and weightings are described below:
Measure
Weighting 2025
(as % of max)
Weighting 2024
(as % of max)
FINANCIAL
Adjusted profit before tax 60 60
FY net debt 30
Average month end net debt 15
Capital employed 20
Gross profit shortfall 10
NON
-
FINANCIAL
ESG
1
– Affordable housing and people metrics 5
1
Carbon reduction is now a metric in the 2024 LTIP and is therefore no longer an underpin for the 2024 bonus scheme.
LTIP APPROACH FOR 2025
The key features of the long-term incentive arrangements are expected to remain broadly similar as those for 2024. In light
of the performance of the business in FY24 and the substantial fall in share price, the award level for the Executive Chair and
CEO shall decrease from 300% to 250% of base salary. The award will remain at 225% for the CFO.
Provisions that enable the withholding of payment or the recovery of sums paid (malus and clawback) can apply to LTIP awards
in certain circumstances, consistent with those that apply to the bonus, disclosed on the previous page. Malus can apply prior
to the award vesting date and clawback can apply for a two year period thereafter. A two year holding period following vesting
extends to five years, the time between awards being granted and when they can be exercised.
PERFORMANCE MEASURES AND TARGETS FOR 2025 LTIP AWARDS
The performance measures for all 2025 awards will be TSR (40%), adjusted EPS (30%), ROCE (25%), and carbon reduction (5%).
The TSR measure will be split for 2025 between the current comparator group (25%) and FTSE 250 (15%). The threshold vesting
will be set at 25% for each measure. Vesting will be on straight line basis between threshold and maximum.
Performance Condition
Weighting %
Threshold
Maximum
TSR against FTSE 250 (excluding investment trusts) 15
Annualised median
of index
Annualised upper
quartile of index
TSR against comparator group of housebuilder companies 25
Annualised median
of index
Annualised upper
quartile of index
Adjusted EPS 30 60p 77.5p
ROCE 25 17% 21%
Carbon reduction - reduction of absolute Scope 1 and 2
(operational) GHG emissions
5
22% reduction against
2022 baseline
29% reduction against
2022 baseline
TSR will be measured using a relative ranking approach over the three year period (2025-2027). The TSR comparator group is
Barratt Redrow plc, Bellway plc, The Berkeley Group plc, Crest Nicholson Holdings plc, Persimmon plc and Taylor Wimpey plc.
Adjusted EPS and ROCE will be measured in the third year of the performance period (2027).
The EPS targets are set based on earnings excluding amortisation and exceptional items. The targets for both EPS and ROCE
are set by reference to consensus and to align to the medium targets of the Group. The EPS targets reflect consistent strong
growth across the business in the performance period. The ROCE targets reflect continued investment in the mixed tenure
partnerships model. The Group is focused on a returns based model and is targeting 40% ROCE. The carbon reduction targets
are set against SBTi approved 2022 baseline of 24,991 tonnes CO2e carbon usage, and are aligned to the Group’s Sustainability
Strategy path to Net Zero carbon by 2040.
IN
-
EMPLOYMENT AND POST
-
EMPLOYMENT SHAREHOLDING GUIDELINES
Executive Directors are expected to retain the lower of: (i) one times’ the in-employment shareholding guidelines (which is the
greater of: (i) 200% of base salary; or (ii) the Executive Director’s LTIP opportunity); or (ii) the actual shareholding at cessation
for two years post- cessation. The shares to be held exclude shares purchased by the Executive Directors. For the purpose of
assessing the guidelines, shares no longer subject to performance conditions, but subject to deferral or a holding period count
towards the guidelines (on a net of tax basis).
DIRECTORS’ REMUNERATION REPORT
continued
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Annual Report and Accounts 2024
|
141
NON
-
EXECUTIVE DIRECTORS’ REMUNERATION FOR 2025
Following a review which considered the economic environment, alignment with the experience of stakeholders, competitive
positioning based on benchmarking data, responsibilities, time commitment for each role and the Group’s size and complexity,
the fees for the Non-Executive Directors and Committee Chairs have not been increased with effect from 1 January 2025.
Role
Fees 20 2 5
£
Fees 2 0 2 4
£
Chair
1
N/A 234,000
1
Senior Independent Director
2
130,000 10,400
2
Non-Executive Director
3
61,058 61,058
Audit Committee Chair 15,000 15,000
Remuneration Committee Chair 15,000 15,000
1
At the conclusion of the 2024 AGM, the Chair role was combined with the CEO role. The Executive Chair & CEO role will continue to receive an
unchanged salary of £800,000 in 2025.
2
The SID fee was reviewed at the time of appointment, to take into consideration the broader scope of the role. Therefore the figure for 2024
has been updated to reflect this. There has been no change to the SID fee in 2025.
3
Usman Nabi has waived his right to receive a fee for his role as a Non-Executive Director this year and all future years.
REMUNERATION OF SENIOR MANAGEMENT AND OTHER BELOW BOARD EMPLOYEES
In addition to responsibility for Executive Directors, the Committee is also involved in considering the remuneration
arrangements for the ELT, in conjunction with the Executive Chair and CEO. Alignment is delivered by ensuring that Senior
Management and Executive Directors participate in the same bonus and incentive schemes as far as possible, with similar
performance measures and targets. The Committee has visibility of the remuneration of management teams below the ELT
and has oversight of payment and employment conditions throughout the Group and takes these into account when setting
executive pay. Engagement with the workforce took place during the year in connection with the communication of bonus
arrangements across the Group and their alignment, through a Peakon staff engagement survey containing questions on
remuneration and People Forum.
ADVISERS TO THE COMMITTEE
The Committee appointed Willis Towers Watson (WTW) as its adviser in December 2018, following a selection and interview
process. WTW provide independent advice on all aspects of executive remuneration and attend Remuneration Committee
meetings when invited by the Chair of the Committee. The Committee reviews the advice, challenges conclusions and assesses
responses from its advisors to ensure objectivity and independence. WTW have no connection with the Group other than
providing advice and service to the Group pension schemes. WTW is a founder member of the Remuneration Consultants Group
and has signed the voluntary Code of Conduct for remuneration consultants. The fees paid to WTW for services provided in 2024
were £115,099 on a time-spent basis (2023: £223,036).
SHAREHOLDER VOTING
At the 2024 AGM, shareholder proxy voting on the Directors’ Remuneration Report for the year ended 31 December 2023 was
as follows:
Resolution For % Against % Total votes
Withheld
1
Directors’ Remuneration Report 2024 225,643,911 82.21 48,819,153 17.79 274,463,064 45,230
1
A vote withheld is not a vote in law and is not counted in the calculation of votes for and against.
At the General Meeting held on 30 August 2023, shareholder proxy voting on the Directors’ Remuneration Policy was as follows:
Resolution For % Against % Total votes Withheld
1
Directors' Remuneration Policy 2023 158,750,720 54.80 130,937,427 45.20 289,688,147 2,365,709
1
A vote withheld is not a vote in law and is not counted in the calculation of votes for and against.
By Order of the Board
PAUL WHETSELL
Chair of the Remuneration Committee
25 March 2025
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Vistry Group PLC
The key elements of the Remuneration Policy, approved by shareholders at the General Meeting held on 30 August 2023,
are summarised below. A large proportion of this remuneration framework is performance related. The full Remuneration
Policy is available at www.vistrygroup.co.uk/investor-centre/corporate-governance.
BASE SALARY
To attract and retain high performing talent required to deliver the business strategy, providing core reward for the role.
OPERATION OPPORTUNITY
Ordinarily reviewed annually.
The review typically considers competitive positioning, the
individual’s role, experience and performance, business
performance and salary increases throughout the Group.
Market benchmarking exercises are undertaken periodically
and judgement is used in their application.
Whilst we do not consider it appropriate to set a maximum
base salary level, any increases will take into account the
individual’s skills, experience, performance, the external
environment and the pay of employees throughout
the Group.
Whilst generally the intention is to maintain a link with general
employee pay and conditions, in circumstances such as
significant changes in responsibility or size and scope of role or
progression in a role, higher increases may be awarded.
Thus, where a new Director is appointed at a salary below
market competitive levels to reflect initial experience, it may
be increased over time subject to satisfactory performance
and market conditions. This will be fully disclosed in advance
or on appointment.
PERFORMANCE METRICS NOT APPLICABLE.
BENEFITS
To provide market competitive benefits consistent with role.
OPERATION OPPORTUNITY
Benefits typically include medical insurance, life assurance,
membership of the Vistry Group Regulated Car Scheme for
Employees or cash car allowance, annual leave, occupational
sick pay, health screening, personal accident insurance, and
participation in all employee share schemes (SAYE and SIP).
In line with business requirements, other expenses may
be paid, such as relocation expenses, together with related
tax liabilities.
We do not consider it appropriate to set a maximum benefits
value as this may change periodically.
PERFORMANCE METRICS NOT APPLICABLE.
PENSION
To attract and retain talent by enabling long-term pension saving.
OPERATION OPPORTUNITY
Executives joining the Group since January 2002, can choose
to participate in a defined contribution arrangement or may
receive a cash equivalent.
A salary supplement may also be paid as part of
a pension allowance arrangement.
Pension rates align with the rate applicable to the wider
workforce; currently 7% of base salary. They are to be
maintained in line with changes in the rate applicable to
the workforce.
This may be taken as a contribution to the Group Personal
Pension Plan, as a cash supplement, or a combination of the
two. Salary increases awarded since 2020 are not pensionable
for Directors who receive pension contributions at a rate above
that applicable to the workforce.
PERFORMANCE METRICS NOT APPLICABLE.
REMUNERATION POLICY
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ANNUAL BONUS
To incentivise and reward the delivery of near-term business targets and objectives.
OPERATION OPPORTUNITY
The annual bonus scheme is a discretionary scheme and is reviewed prior to the
start of each financial year to ensure that it appropriately supports the business
strategy. Performance measures and stretching targets are set by the Committee.
Bonuses are normally paid in cash and at least one third of any bonus will
be deferred in cash or shares for two years. It is the intention for the default
treatment for deferred awards to be in shares.
For the current Executive Chair and CEO, two-thirds of any bonus will usually be
deferred in shares for two years.
In any year in which no dividend is proposed, discretion may be exercised to
pay part, or all, of the bonus in ordinary shares, consistent with the deferral
profile above.
Deferral in shares will be made under the Deferred Bonus Plan. Awards may be
granted with the benefit of dividend equivalents.
Actual bonus amounts are determined by assessing performance against the
agreed targets after the year end. The results are then reviewed to ensure that
any bonus paid, accurately reflects the underlying performance of the business.
Clawback provisions apply (for a period of two years from the bonus payment
date). Circumstances include:
• a material misstatement
• serious misconduct
• a material failure of risk management
• restatement of prior year results
• corporate failure
• serious reputational damage to any Group company
The annual bonus scheme offers a
maximum opportunity of up to 300% of
base salary. Achievement of stretching
performance targets is required to earn
the maximum.
PERFORMANCE METRICS
Performance measures are selected to focus Executives on strategic priorities,
providing alignment with shareholder interests and are reviewed annually.
Weightings and targets are reviewed and set at the start of Each financial year.
Financial metrics will comprise at least 50% of the bonus and are likely to
include one or more of:
• a profit-based measure
• a cash-based measure
• a capital return measure
Non-financial metrics, key to business performance, will be used for
any balance. These may include measures relating to build quality, customer
service and ESG performance.
Overall, quantifiable metrics will comprise at least 70% of the bonus.
Below threshold performance delivers no bonus and target performance
achieves a bonus of 50% of the maximum opportunity.
The Committee has discretion to override formulaic outcomes when
determining the level of bonus payout.
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REMUNERATION POLICY
continued
LONG
-
TERM INCENTIVE PLAN (LTIP)
To incentivise, reward and retain Executives over the longer term and align the interests of management and shareholders.
OPERATION OPPORTUNITY
Typically, annual awards are made under the LTIP. Awards can be
granted in the form of nil-cost options, forfeitable shares or conditional
share awards.
Performance is measured over a performance period of not less than
three years. LTIP awards do not normally vest until the third anniversary
of the date of the grant. Vested awards are then subject to a two-year
holding period.
For nil-cost options, this will be a prohibition on exercise until the end of the
holding period.
Awards may be granted with the benefit of dividend equivalents, so that
vested shares are increased by the number of shares equal to the value
of dividends, the record dates of which, fall between the date of grant
and the date of vesting (or in the case of an option subject to a holding
period, between the date of grant and the first date on which the option
becomes exercisable). Dividend equivalents may be calculated on a
reinvestment basis.
Malus provisions can be applied to awards prior to the vesting date
and clawback provisions can be applied for two years thereafter.
Circumstances include:
• a material misstatement
• serious misconduct
• a material failure of risk management
• restatement of prior year results
• corporate failure
• serious reputational damage to any Group company
Malus can also be applied for any other reason which the Committee
considers appropriate.
The maximum annual award, under normal
circumstances is 300% of base salary
(excluding any dividend equivalents) for
Executive Directors.
PERFORMANCE METRICS
The performance measures applied to LTIP awards are reviewed annually to
ensure they remain relevant to strategic priorities and aligned to shareholder
interests. Weightings and targets are reviewed and set prior to each award.
Performance measures will include long-term performance targets, of
which financial and/ or share price-based metrics will comprise at least
two-thirds of the award. Quantifiable non-financial metrics, key to business
performance, will be used for any balance. Any material changes to
the performance measures from year to year would be subject to prior
consultation with the Company’s major shareholders.
Below threshold performance realises 0% of the total award, threshold
performance realises 25% and maximum performance realises 100% of the
total award. The Committee may adjust downwards, the number of shares
realised if it considers such adjustment is justified based on:
(a) the performance of the Company, any business area
or team;
(b) the conduct, capability or performance of the participant; or
(c) the occurrence of unforeseen events or of events outside of the
participant’s control.
The Committee has discretion to override formulaic outcomes when
determining the level of vesting of LTIP awards.
The maximum annual award, under normal
circumstances is 300% of base salary
(excluding any dividend equivalents) for
Executive Directors.
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SHAREHOLDING GUIDELINES
In-employment:
All Executive Directors are required to retain 100% of the net value derived
from the vesting/exercise of LTIP awards as shares, until such time as they
each hold shares equal to the higher of:
(i) 200% of base salary; or
(ii) their LTIP opportunity.
Post-employment:
Executive Directors are expected to retain the lower of:
(i) one times’ the in-employment shareholding guidelines; or
(ii) the actual shareholding at cessation for two years post-cessation.
The shares to be held exclude shares purchased by the
Executive Directors.
For the purpose of assessing the guidelines, shares no longer subject to
performance conditions but subject to deferral or a holding period, count
towards the guidelines (on a net of tax basis).
NON
-
EXECUTIVE DIRECTOR FEES
To attract and retain Non-Executive Directors and a Chair of the appropriate calibre.
OPERATION OPPORTUNITY
Typically reviewed on an annual basis.
Market benchmarking exercises are undertaken
periodically and judgement is used in their application.
Fee increases may be applied in line with the
outcome of any review.
A basic fee is paid. Additional fees may be
paid for additional responsibilities such as
chairpersonship/membership of a Committee.
Fees are set at a level considered appropriate
taking account of competitive positioning,
the individual’s responsibilities, the time
commitment required and the size and
complexity of the Company.
PERFORMANCE METRICS NOT APPLICABLE.
The Policy includes the power to deploy the one-person new LTIP exemption from the need for prior shareholder consent in
unusual circumstances permitted under the Listing Rules.
COMMITTEE DISCRETION IN RELATION TO FUTURE OPERATION OF THE NEW POLICY
The Committee may make minor amendments to the Policy set out above (for regulatory, exchange control, tax or
administrative purposes, or to take account of a change in legislation) without obtaining shareholder approval, for that
amendment. The Executive Directors may request, and the Company may grant, salary and bonus sacrifice arrangements.
The LTIP rules permit the substitution or variance of performance conditions to produce a fairer measure of performance as
a result of an unforeseen event or transaction. They include discretions for upwards adjustment to the number of shares to
be realised in the event of a takeover, and scheme of arrangement or voluntary winding up. Non-significant changes to the
performance metrics may be made by use of discretion under the performance conditions. Awards are normally satisfied in
shares, although there is flexibility to settle in cash.
The Committee reserves the right to make remuneration payments and payments for loss of office (including exercising any
discretions available to it in connection with such payments) that are not in line with the New Policy table set out above where
the terms of the payment were set out:
(i) under the Company’s previous shareholder-approved remuneration policies, provided that the terms of payment were
consistent with the relevant remuneration policy in force at the time they were set out; or
(ii) at a time when the relevant individual was not a Director of the Company and, in the opinion of the Committee, the
payment was not in consideration for the individual becoming a Director of the Company.
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REMUNERATION POLICY
continued
For these purposes, ‘payments’ includes the Committee determining and paying short-term and long-term incentive awards
of variable remuneration.
In the event of a variation of share capital, demerger, special dividend or similar event, the Committee may adjust or amend
awards in accordance with the rules of the relevant plan.
The Committee retains the discretion to amend performance targets in exceptional business or regulatory circumstances.
If discretion is exercised in this way, the Committee will seek to consult with major shareholders as appropriate.
All awards are subject to Committee discretion and may be adjusted (or reduced to zero) where it determines that the overall
level of the Company or Group performance does not warrant payment of variable remuneration, or it considers that risks
(such as financial, regulatory, compliance or brand risk) have not adequately been reflected in awards.
REMUNERATION POLICY FOR NON
-
EXECUTIVE DIRECTORS
The Board, comprising the Chair and the Executive Directors, sets the remuneration of the Non-Executive Directors, without
their participation. The Committee, with the Chair absenting themselves from discussions, sets the remuneration of the Chair
who receives an all-inclusive fee. The level of fees must be within the limit approved by shareholders, contained in the Articles
of Association. Non-Executive Directors and the Chair do not participate in the annual bonus scheme or the LTIP and are
not eligible to join the Group’s pension schemes. All Non-Executive Director and Chair fees are payable in cash and there
are no additional fees or other items in the nature of remuneration. All Non-Executive Directors and the Chair may receive
reimbursement for reasonable expenses incurred and the Company may satisfy any related tax liabilities.
REMUNERATION POLICY FOR NEW APPOINTMENTS
In agreeing a remuneration package for a new Executive Director, it would be expected that the structure and quantum of
variable pay elements would reflect those set out in the Policy table above. However, the Committee would retain the discretion
to flex the balance between annual and long-term incentives and the measures used to assess performance for these elements,
with the intention that a significant proportion would be delivered in shares. Salary would reflect the skills and experience of
the individual, and may be set at a level to allow future progression to reflect performance in the role.
On recruitment, relocation benefits may be paid as appropriate.
This overall approach would also apply to internal appointments, with the provision that any commitments entered into before
promotion, which are inconsistent with this Policy, can continue to be honoured under the Policy. Similarly, if an Executive
Director is appointed following the Company’s acquisition of or merger with another company, legacy terms and conditions
would be honoured.
An Executive Director may initially be hired on a contract requiring 24 months’ notice which then reduces pro rata over the first
year of the contract to requiring 12 months’ notice. The Committee may award compensation for the forfeiture of awards from a
previous employer in such form, as the Committee considers appropriate taking account of all relevant factors including
the expected value of the award, performance achieved or likely to be achieved, the proportion of the performance period
remaining and the form of the award. There is no specific limit on the value of such awards, but the Committee’s intention is
that the value awarded would be similar to the value forfeited.
Maximum variable pay will be in line with the maximum set out in the Policy table above (excluding buy-outs).
The Committee retains discretion to make appropriate remuneration decisions outside the standard remuneration policy
to meet the individual circumstances when:
(i) An interim appointment is made to a fill an Executive Director role on a short-term basis.
(ii) Exceptional circumstances require that the Chair or a Non-Executive Director takes on an executive function on a short-
term basis.
For Non-Executive Directors, the Board would consider the appropriate fees for a new appointment taking into account the
existing level of fees paid to the Non-Executive Directors, the experience and ability of the new Non-Executive Director and the
time commitment and responsibility of the role.
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SERVICE CONTRACTS AND EXIT PAYMENTS POLICY
The Executive Directors’ service contracts contain the key elements shown below.
Provision Detailed terms
Length of term 12 months
Notice period 12 months by either employer or Director
Termination payment
Up to 12 months’ salary
(excluding bonus or other enhancement)
The Executive Directors’ service contracts do not contain specific provision for compensation in the event of removal at an
annual general meeting. In the event of early termination, some Directors may be eligible for payments in lieu of notice or to
place the Director on garden leave for the notice period. Any payment in lieu of notice will be reduced for any time worked
post notice being given or received.
When determining exit payments, the Committee would take account of a variety of factors, including individual and business
performance, the obligation for the Director to mitigate loss (for example, by gaining new employment), the Director’s length
of service and any other relevant circumstances, such as ill health. A departing Director may also be entitled to a payment in
respect of statutory rights.
The Committee would distinguish between types of leaver in respect of incentive plans. ‘Good leavers’ (death, ill health, agreed
retirement, redundancy or any other reason at the discretion of the Committee) may be considered for a bonus payment, and
part-year bonus payments may be paid where cessation occurs mid-year, with the Committee determining whether or to what
extent to apply the deferral requirements.
In respect of outstanding awards under the Deferred Bonus Plan, if a participant leaves employment:
• generally, their award will normally remain outstanding and vest at the normal vesting date, unless the Board decides that an
award will vest in full on cessation of employment (or some other date specified by the Board). However, if the participant
leaves (or gives or receives notice pursuant to which they will leave) on grounds or as a result of conduct that the Board
determines amounts to misconduct (or at a time when the Board could have terminated employment on such grounds), any
award (including any outstanding vested Option) will immediately lapse in full, unless the Board determines otherwise. If the
participant dies, awards will vest on death in full.
• alternatively, the Committee may instead decide in respect of any awards granted after 2023 that some or all of the award
will normally immediately lapse in full unless ‘Good leaver’ treatment applies (see above). The Committee intends for
this treatment to typically be applied to a portion of the bonus as determined by the Committee in cases where a bonus
opportunity is awarded at greater than 150% of salary. In addition, the Committee has determined this treatment will apply to
50% of any deferred bonus awards granted to the current Executive Chair and CEO, Greg Fitzgerald in 2024.
• options which do not lapse on leaving can be exercised during a period of 6 months from the date of leaving or the date of
vesting, if later, or 12 months from the date of death.
• LTIP awards may vest at the usual time taking into account performance conditions and pro rating for time in employment
during the performance period, unless the Committee determines otherwise. The LTIP rules include discretion, in exceptional
circumstances, for acceleration of the realisation date and upwards adjustment to the number of shares to be realised for
‘good leavers’ in such a situation.
In all other leaver circumstances, the Committee would decide the approach taken, which would ordinarily mean that leavers
would not be entitled to consideration for a bonus and certain deferred bonus awards granted after 2023 (as determined by
the Committee) and LTIP awards would lapse.
Any vested LTIP award that is subject to a holding period at the time of the Executive’s cessation of employment will not lapse
except in the case of the executive’s gross misconduct.
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The Committee reserves the right to make any other payments in connection with a Director’s cessation of office or
employment where the payments are made in good faith in discharge of an existing legal obligation (or by way of damages for
breach of such an obligation) or by way of settlement of any claim arising in connection with the cessation of a Directors’ office
or employment. In addition, the Committee reserves the right, acting in good faith, to pay fees for outplacement assistance and/
or the Director’s legal and/or professional advice fees in connection with their cessation of office or employment.
The appointment of the Chair and each of the Non-Executive Directors is for an initial period of three years, which is renewable
for further terms, and is terminable by the Chair or Non-Executive Director (as applicable) or the Company on 12 or, for more
recent appointments, three months’ notice. New Chair or Non-Executive Director appointments are subject to a three-month
notice period.
No contractual payments would be due on termination. There are no specific provisions for compensation on early termination
for the Non- Executive Directors, with the exception of entitlement to compensation equivalent to 12 or three months’ fees
(as applicable) or, if less, the balance of appointment, in the event of removal at an annual general meeting.
CHANGE OF CONTROL
All the Company’s share plans contain provisions relating to change of control. In general, outstanding awards would normally
vest and become exercisable on a change of control, to the extent that any applicable performance conditions have been
satisfied at that time, reflecting the time period to the date of the event. Any deferred bonus shares will be released on change
of control. The LTIP rules include discretion for upwards adjustment to the number of shares to be realised in the event of a
takeover, scheme of arrangement or voluntary winding up.
EXTERNAL DIRECTORSHIPS
Executive Directors may, if so authorised by the Board, accept appointments as Non-Executive Directors of suitable companies
and organisations outside the Group and retain any associated fees.
PAY AND CONDITIONS THROUGHOUT THE GROUP
The pay and conditions of employees throughout the Group are considered by the Committee in setting policy for the Executive
Directors and senior management. The Committee is kept regularly informed on the pay and benefits provided to employees
and base salary increase data from the annual salary review for general staff is considered when reviewing Executive Directors’
salaries and those of senior management. The Committee did not consult with employees when setting the remuneration policy
for the Executive Directors.
DIFFERENCE IN THE COMPANY’S POLICY ON REMUNERATION OF DIRECTORS COMPARED TO EMPLOYEES
The policy for the Executive Directors is designed with pay and conditions throughout the Group in mind. The Committee
believes that some differences are necessary to reflect responsibility and provide appropriate focus and motivation for
delivery of the Group’s strategy. Executive Directors, therefore, have a higher bonus opportunity than employees generally
to motivate them to achieve stretching annual targets and they participate in the LTIP to provide focus on long-term
sustainable performance. This approach is designed to provide an appropriate emphasis on performance related pay.
CONSIDERATION OF SHAREHOLDER VIEWS
The Company is committed to ongoing dialogue with shareholders and welcomes feedback on Directors’ remuneration.
Feedback received from meetings during the year and in relation to the annual general meeting is considered, together
with guidance from shareholder representative bodies more generally, and taken into account in the annual review of
the policy. The Committee believes that it has a responsible approach to Directors’ pay and that its policy is appropriate and fit
for purpose.
REMUNERATION POLICY
continued
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Vistry Group PLC
The Board of Directors present their Annual Report and Accounts, together with the audited financial statements
of the Group for the financial year ended 31 December 2024. This Directors’ report, together with the Strategic
report on pages 2 to 68, form the Management report for the purpose of the FCA’s DTR 4.1.5R(2) and DTR 4.1.8R.
Statutory or regulatory information
contained elsewhere in the
Annual Report
The Company is required to disclose certain
information in its Directors’ report which the
Directors have chosen to disclose elsewhere
in the Annual Report and Accounts and is
incorporated by reference. Details of where
this information can be found are set out in
the table to the right.
SUBJECT
Likely future developments in the business 5 & 12
Important events since the year end 12 & 209
Going concern statement 77
Financial risk management 204 - 205
Risk management and internal controls 68 - 76
Stakeholder engagement 98 - 101
Employee involvement / employment of disabled persons 53
Approach to investing in and rewarding our workforce 52
Greenhouse gas emissions, energy consumption and energy efficiency 48
Corporate governance report 79 - 154
How the Board monitors culture 92 - 93
Diversity 53
Subsidiaries and associated undertakings 210
Key performance indicators (financial and non-financial) 21 - 23
Research and development 9
Section 172(1) statement 5
Post balance sheet events of the Company or its subsidiaries 209
Disclosure of information under UK
Listing Rule 6.6.1(R)
In accordance with UK Listing Rule 6.6.4(R),
the table to the right sets out the location
of the information required to be
disclosed under UK Listing Rule 6.6.1(R),
where applicable.
There are no other disclosures required under
this UK Listing Rule.
SUBJECT
Details of long-term incentive schemes 131 - 133
Details of where a director has waived emoluments 138
Contracts of significance 153
Shareholder waivers of dividends 153
Shareholder waivers of future dividends 153
Information required by Sch 7.11(1) (B)
Companies (Miscellaneous Reporting)
Regulations 2018
The Group has chosen to provide information
in relation to the Statement of engagement
with employees elsewhere in this report.
This is cross referenced in the table to
the right.
SUBJECT
How the Directors engage with employees 98
How the Group provides employees with information on matters of
concern to them as employees
98
How the Group consults with and considers employee feedback 98 & 99
How the Directors have had regard to employee interests 98 & 99
How the Group informs employees of the financial and economic
factors affecting its performance
88
Information required by Sch 7.11 (B) (1)
Companies (Miscellaneous Reporting)
Regulations 2018
The Group has chosen to provide information
in relation to the engagement with suppliers,
customers, and other business relationships
elsewhere in this report. This is cross
referenced in the table to the right.
SUBJECT
How the Directors have regard to the need to foster the Company’s
business relationships with suppliers, customers and others
98 - 101
The effect of that regard, including on the principal decisions taken by
the Company during the financial year
93
DIRECTORS’ REPORT
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DISCLOSURE OF INFORMATION REQUIRED BY DTR 7.2.1R
See page 83 for the Corporate Governance statement as required by DTR 7.2.1R.
The corporate governance report sets out the Company’s compliance with the Code issued by the Financial Reporting Council
available at www.frc.org.uk and also describes how the governance framework is applied across the Company.
DIRECTORS
Details of the current Directors and their biographies are shown on pages 84 and 85.
All Directors, with the exception of those detailed below, intend to seek election or re-election at the Company’s 2025 AGM in
accordance with the recommendations of the Code.
There were a number of Board changes during the year which included the appointment of three Non-Executive Directors.
On 12 January 2024, Jeff Ubben stood down from the Board and Usman Nabi joined the Board as a Non-Executive Director,
followed by Rob Woodward and Alice Woodwark who were appointed as Independent Non-Executive Directors, effective
from the conclusion of the 2024 Annual General Meeting on 16 May 2024. Ralph Findlay opted not to stand for re-election at
the 2024 Annual General Meeting and Greg Fitzgerald assumed the combined role of Executive Chair and CEO. Chris Browne
will not be seeking re-election at the forthcoming Annual General Meeting, having served on the Board for more than nine
years. Earl Sibley stood down from the Board on 20 November 2024. Helen Owers will seek re-election at the AGM, however
she has informed the Board of her intention to resign. She will remain on the Board until the earlier of an appointment of a
replacement independent non-executive director or the end of 2025.
The appointment and removal of the Company’s Directors is governed by its Articles of Association (the Articles), the Code and
the Companies Act 2006 (the Act).
DIRECTORS’ POWERS
Subject to the Articles, UK legislation and any directions given by special resolution, the business of the Company is managed
by the Board, which may exercise all the powers of the Company.
DIRECTORS’ INDEMNITIES
During the financial year and as at the date of this report, qualifying third party indemnities, as defined by s.234 of the Act,
were in force under which the Company has agreed to indemnify the Directors, to the extent permitted by law and the
Articles, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities,
as Directors of the Company or any of its subsidiaries.
The Company’s subsidiary, Vistry Homes Limited, has granted a qualifying pension scheme indemnity to the directors of the
Pension Trustee to the extent permitted by law in respect of all losses arising out of, or in connection with, the execution of
their powers, duties, and responsibilities as directors of the Pension Trustee.
DIRECTORS’ INTERESTS
Details of Directors’ pay, pension rights, service contracts and Directors’ interests in the ordinary shares of the Company are
included in the Directors’ Remuneration report on pages 126 to 142.
CONFLICTS OF INTEREST
Under the Act, Directors are under an obligation to avoid situations in which their interests can or do conflict, or may possibly
conflict, with those of the Company. A policy and procedures are in place for identifying, disclosing, evaluating and managing
conflicts to ensure that Board decisions are not compromised by a conflicted Director. The Articles give the Board power to
authorise matters that give rise to actual or potential conflicts. All conflicts of interest are reviewed bi-annually by the Board.
ARTICLES
Unless expressly specified to the contrary in the Articles, they may only be amended by a special resolution of the Company’s
shareholders at a general meeting.
SHARE CAPITAL
The Company has a premium listing on the London Stock Exchange. As at 31 December 2024, the Company’s share capital
comprised 331,843,937 fully paid ordinary shares of 50 pence each (including 600,097 shares in treasury). As at 24 March 2025,
(being the latest practicable date prior to the publication of this Annual Report), the Company’s share capital comprised
329,112,138 fully paid ordinary shares of 50 pence each (including 600,097 shares in treasury).
At the Company’s 2024 Annual General Meeting, the Directors were authorised to:
• Allot shares in the Company or grant rights to subscribe for, or convert, any security into shares up to an aggregate nominal
amount of £56,740,016.
• Allot shares up to an aggregate nominal amount of £17,039,044 for the purpose of a rights issue.
• Make market purchases up to 51,083,054 shares in the Company (representing approximately 14.99% of the Company’s issued
share capital at the time).
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Shareholders will be asked to renew similar authorities at the 2025 Annual General Meeting.
On 23 February 2024, the Company concluded a share buyback programme to repurchase up to £55m of its own ordinary
shares of 50 pence. The Company repurchased a total of 5,759,041 ordinary shares and of the shares purchased 250,000 were
retained in Treasury. In April 2024, the Company commenced a a share buyback programme to repurchase up to £100m of
its own ordinary shares of 50 pence which concluded on 2 September 2024. As part of this share buyback programme, the
Company repurchased a total of 7,739,610 ordinary shares and of the shares purchased 250,000 were retained in Treasury.
Under the authority granted at the 2024 Annual General Meeting, the Company commenced a share buyback programme on
12 September 2024 to repurchase up to £130 million, which includes a special distribution of £75m of its own ordinary shares
of 50 pence each. As at 31 December 2024, the Company had purchased 2,470,446 shares.
During the year, the Company allotted 59,246 shares in connection with the exercise of options under the Company’s
employee share plans. A total of 493,097 shares were transferred from the employee benefit trust up to 31 December 2024 and
519,074 shares were transferred from Treasury to satisfy the exercise of options under the Company’s employee share plan.
The share price at 31 December 2024, was 572.0 pence. The highest share price in the year was 1,430.00 pence and the lowest
was 547.50 pence.
SHAREHOLDERS’ RIGHTS
All issued shares are fully paid and free from any restrictions on their transfer, except where required by law, such as insider
trading rules. The rights and obligations attaching to the Company’s ordinary shares are set out in the Articles.
Shareholders are entitled to attend, speak and vote at general meetings of the Company, to appoint one or more proxies
and, if they are corporations, to appoint corporate representatives. On a show of hands at a general meeting of the Company,
every shareholder present in person or by proxy and entitled to vote, has one vote, and on a poll, every shareholder present in
person or by proxy and entitled to vote, has one vote for every ordinary share held. Further details regarding voting, including
the deadlines for voting, at the AGM can be found in the notes to the Notice of AGM that accompanies this Annual Report.
No shareholder is, unless the Board decides otherwise, entitled to attend or vote either personally or by proxy at a general
meeting or, to exercise any other shareholder rights if they or any person with an interest in shares has been sent a notice
under section 793 of the Act and has failed to supply the Company with the requisite information within the prescribed period.
Shareholders may receive a dividend and, on a liquidation, may share in the assets of the Company. None of the ordinary
shares of the Company, including those held by the Company’s share schemes, carry any special rights with regard to control of
the Company.
Employees participating in the Vistry Group Share Incentive Plan may direct the trustee to exercise voting rights on their behalf
at any general meeting but are not required to do so.
SHAREHOLDER AGREEMENT
The Company has entered into an agreement with Browning West which clarifies the obligations of, and relationship
between,both parties in respect of Usman Nabi’s appointment. The agreement includes, among other things, an obligation
for Browning West to exercise the voting rights in respect of the shares in which it is interested in accordance with any
recommendations given by a majority of the Board in respect of resolutions to be voted at a General Meeting, as well as
undertakings that Browning West will not requisition (or propose resolutions at) General Meetings of the Company, circulate
statements to shareholders, or seek to remove Directors from the Board.
RESTRICTIONS ON THE TRANSFER OF ORDINARY SHARES
The instrument of transfer of a certificated share may be in any usual form or in any other form which the Board may
approve. The Board may refuse to register any instrument of transfer of a certificated share which is not fully paid, provided
that the refusal does not prevent dealings in shares in the Company from taking place on an open and proper basis. Certain
employees and officers of the Company must conform to the Company’s share dealing rules; these restrict the ability to deal
in the Company’s shares at certain times and require permission to deal. The Board may also refuse to register a transfer of a
certificated share unless the instrument of transfer:
(i) Is lodged, duly stamped (if stampable), at the registered office of the Company or any other place decided by the Board
accompanied by the certificate for the share to which it relates and such other evidence as the Board may reasonably
require to show the right of the transferor to make the transfer.
(ii) Is in respect of only one class of shares.
(iii) Is in favour of not more than four transferees.
Transfers of uncertificated shares must be carried out using the relevant system and the Board can refuse to register a transfer
of an uncertificated share in accordance with the regulations governing the operation of the relevant system and with UK
legislation. There are no other limitations on the holding of ordinary shares in the Company and the Company is not aware of
any agreements between holders of securities that may result in restrictions on the transfer of securities or on voting rights.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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DISTRIBUTIONS
The Company completed share buybacks of £55m and £100m during the year and subsequently commenced a £130m
share buyback on 12 September 2024 which included a special distribution of £75m. These share buybacks were ordinary
distributions to shareholders in lieu of interim and final dividend payments.
The Company operates a dividend reinvestment plan which gives shareholders the opportunity to reinvest dividends.
The employee benefit trusts, which hold shares for the purpose of satisfying employee share scheme awards, have waived their
right to receive dividends on shares held within the trust now, and in the future.
POLITICAL DONATIONS
No political donations were made during the year ended 31 December 2024 (2023: nil). The Group has a policy of not making
donations to political parties or incurring political expenditure. To avoid an inadvertent breach of the Act, the Company will
seek authority at the AGM for itself and its subsidiaries to make political donations not exceeding £100,000 in total.
TAKEOVER DIRECTIVE
On a change of control, provisions in the Group’s syndicated banking facility agreements (described in note 20 of the financial
statements) would allow lenders to withdraw the facility. There are a number of commercial contracts that could
alter in the event of a change of control. None are considered to be material in terms of their potential impact on the Group in
this event.
All of the Group’s share schemes contain provisions relating to a change of control. Under these provisions, a change of
control would be a vesting event, allowing exercise of outstanding options and awards, subject to satisfaction of performance
conditions, as required. The Directors are not aware of any agreements between the Company and its Directors or employees
which would pay compensation in the event of a change of control.
SUBSTANTIAL SHAREHOLDINGS
At 31 December 2024, the Company had received notifications in accordance with the DTRs that the following were interested
in the Company’s shares:
Ordinary shares of 50 pence each
% direct
holding
% indirect
holding
% financial
instruments
Tot al
number of
shares held
% of voting
rights of
the issued
share capital
Browning West, LP - 9.08 - 30,251,988 9.08
Abrams Capital Management LP. 8.21 - - 27,079,122 8.21
FMR LLC - 6.70 - 22,530,631 6.70
Royal London Asset Management 4.99 - - 10,895,768 4.99
Dimensional Fund Advisors - 4.98 - 11,069,044 4.98
FIL Limited - 4.60 0.01 10,252,341 4.61
Inclusive Capital Partners, L.P. - 4.33 - 14,749,583 4.33
David Capital Partners - 3.10 - 10,730,000 3.10
BlackRock, Inc - Below 5% - - -
The holding percentages reflect the holding as a percentage of the Company’s share capital at the time the notification was
received and therefore these may have changed since the Company was last notified; further notification is not required
until the next notifiable threshold is met. During the period between 31 December 2024 and 24 March 2025, being the latest
practicable date prior to the publication of this Annual Report, the Company received a notification in accordance with the
DTRs from Abrams Capital Management LP, who have a direct holding of 10.20%.
BRANCHES OUTSIDE OF THE UK
The Company has no overseas branches, and a list of the Company’s subsidiaries is detailed in note 30 of the
financial statements.
The Directors’ report was approved by the Board and has been signed on its behalf by the Chief People Officer and
General Counsel, Company Secretary.
By Order of the Board
CLARE BATES
Chief People Officer and General Counsel
Company Secretary
25 March 2025
DIRECTORS’ REPORT
continued
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The Directors are responsible for preparing the Annual Report and Accounts in accordance with applicable law and regulation.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have
prepared the Group and the Company financial statements in accordance with UK-adopted international accounting standards.
Under company law, Directors must not approve the financial statements unless they are satisfied that they give a true and fair view
of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial
statements, the Directors are required to:
• Select suitable accounting policies and then apply them consistently.
• State whether applicable UK-adopted international accounting standards have been followed, subject to any material departures
disclosed and explained in the financial statements.
• Make judgements and accounting estimates that are reasonable and prudent.
• Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company
will continue in business.
The Directors are responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the
prevention and detection of fraud and other irregularities.
The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and
enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006.
The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
DIRECTORS’ CONFIRMATIONS
The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group’s and Company’s position and performance, business model
and strategy.
Each of the Directors, whose names and functions are listed on pages 84 and 85 confirm that, to the best of their knowledge:
• The Group and Company financial statements, which have been prepared in accordance with UK-adopted international
accounting standards, give a true and fair view of the assets, liabilities and financial position of the Group and Company, and of
the profit of the Group.
• The Strategic report includes a fair review of the development and performance of the business and the position of the Group and
Company, together with a description of the principal risks and uncertainties that it faces.
In the case of each Director in office at the date the Directors’ report is approved:
• So far as the Director is aware, there is no relevant audit information of which the Group’s and Company’s auditors are unaware.
• They have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit
information and to establish that the Group’s and Company’s auditors are aware of that information.
On behalf of the Board
GREG FITZGERALD
Executive Chair and
Chief Executive Officer
25 March 2025
TIM LAWLOR
Chief Financial Officer
25 March 2025
DIRECTORS’ RESPONSIBILITIES STATEMENT
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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CONTENTS
Independent Auditors’ Report 156
Group Statement of Profit or Loss and
Other Comprehensive Income
168
Statement of Financial Position 169
Group Statement of Changes in Equity 170
Company Statement of Changes in Equity 171
Statement of Cash Flows 172
Notes to the Financial Statements 173
FINANCIAL STATEMENTS
INDEPENDENT AUDITORS’ REPORT TO THE
MEMBERS OF VISTRY GROUP PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
OPINION
In our opinion, Vistry Group PLC’s Group financial statements and Company financial statements (the “financial statements”):
• give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2024 and of the Group’s
profit and the Group’s and Company’s cash flows for the year then ended;
• have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance
with the provisions of the Companies Act 2006; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements, included within the Annual Report and Accounts 2024 (the “Annual Report”), which
comprise: the Group and Company Statement of Financial Position as at 31 December 2024; the Group Statement of Profit
or Loss and Other Comprehensive Income, the Group Statement of Changes in Equity, the Company Statement of Changes
in Equity and the Group and Company Statements of Cash Flows for the year then ended; and the notes to the financial
statements, comprising material accounting policy information and other explanatory information.
Our opinion is consistent with our reporting to the Audit Committee.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.
Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial
statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion.
Independence
We remained independent of the Group in accordance with the ethical requirements that are relevant to our audit of the
financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities,
and we have fulfilled our other ethical responsibilities in accordance with these requirements.
To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were
not provided.
Other than those disclosed in note 5, we have provided no non-audit services to the Company or its controlled undertakings
in the period under audit.
OUR AUDIT APPROACH
Context
The Group issued three trading updates across October 2024 to December 2024 regarding a reduction in expected profitability
for the year, principally as a result of cost forecasting issues identified within the South Division. This has impacted our audit
through causing a reduction in materiality compared to the prior year, as well as increased risk in respect of the estimation of
costs to complete on sites, which has therefore been a significant focus area of our testing as set out within the key audit
matter below.
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
Overview
Audit scope
• We have determined that the Group is made up of five components, being the combined trading divisions, the Company and
three components in which Group related balances and amounts are recognised.
• There are six trading divisions which the Group operated throughout the year, made up of 26 regions in total. The combined
divisions have been subject to a separate sub-scoping exercise to determine the extent of testing required over each financial
statement line item within each division and the allocated materiality for such testing.
• Due to the significance of a number of financial statement line items within the Company to the overall Group, such as cash
and cash equivalents, borrowings and finance expenses, a full scope audit has also been performed over this entity, with this
also focusing on the impairment assessment of investments in subsidiary undertakings.
• We also performed procedures at a Group level, such as the audit of the consolidation and financial statement disclosures,
taxation, pension scheme balances and asset impairment assessments of goodwill and intangible assets. We also performed
full scope procedures over 13 joint ventures.
Key audit matters
• Estimation of sites cost to complete (Group)
• Building safety provision (Group)
• Impairment assessment of goodwill (Group)
• Impairment assessment of investments in subsidiary undertakings (Company)
Materiality
• Overall Group materiality: £14.5 million (2023: £18.6 million) based on approximately 5% of the Group’s two year average
profit before tax adjusted to remove exceptional expenses (2023: based on approximately 5% of the Group’s profit before tax
adjusted to remove exceptional expenses).
• Overall Company materiality: £30.1 million (2023: £29.4 million) based on approximately 1% of total assets (2023: based on
approximately 1% of total assets).
• Performance materiality: £10.9 million (2023: £14.0 million) (Group) and £22.5 million (2023: £22.0 million) (Company).
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
‘Estimation of sites cost to complete’, ‘Building safety provision’ and ‘Impairment assessment of goodwill’ are new key audit
matters this year. ‘Margin forecasting and recognition in open market and partner funded sales’, ‘Long-term contract accounting
in partner funded sales’ and ‘Carrying value of inventory’, which were key audit matters last year, are no longer included
because the margin forecasting and recognition and long-term contract accounting key audit matters have been combined
into one key audit matter in the current year, being ‘Estimation of sites cost to complete’, and the procedures over the carrying
value of inventory has not been an area of most significance in the audit of the financial statements during the current year.
Otherwise, the key audit matters below are consistent with last year.
Annual Report and Accounts 2024
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157
Estimation of sites cost to complete (Group)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to pages 113 and 117 of the Audit Committee Report
(‘South Division cost forecasting issues’ and ‘Significant
matters considered by the Committee in relation to the
financial statements’), note 1.7 (‘Prior year restatement’) and
note 2 (‘Revenue’) of the financial statements.
The Group has a large number of sites which span multiple
periods, with the margin recognised on each plot that has
been (or is being) transferred to the customer calculated
based on the sitewide margin expected to be generated
over the remainder of the project. Revenue for these
contracts is recognised either at a point in time for open
market sales or on a percentage of completion basis for
partner funded sales. Partner funded sales use either the
output or the input method depending on the relevant
circumstances, in line with IFRS 15.
To accurately assess the forecast margin of a site requires
a number of significant judgements and estimates to be
made by management, including:
• estimating future build costs, land costs and central site
costs, including infrastructure costs;
• periodic surveyor and financial appraisals performed to
support management’s estimate of the build progress
achieved based on the stage of completion of each plot,
with the accounting records updated accordingly; and
• appropriately providing for loss making contracts, with
judgement required to determine the magnitude of any
provision required.
In the year, the Group identified the under estimation of
the forecast cost to complete estimates in relation to a
number of its developments in its South Division, which
had a material impact on the Group’s financial reporting.
The overall impact of the forecasting issues to adjusted
profit before tax totalled £20.5m in prior years.
We consider that there is significant estimation uncertainty
in forecasting cost to complete, in particular given that
these assumptions involve the assessment of future events,
which are inherently uncertain. As a result, the assumptions
could be inaccurate and thus could lead to the incorrect
recognition of margin on a given site or contract.
We have undertaken procedures to address the risk
to the Group’s financial reporting due to the cost
forecasting issues.
We have assessed whether the impact of such items was
material to the prior year financial statements and whether
this warranted a restatement. We performed the following:
• obtained management’s quantitative assessment of the
overall forecasting issues, breaking down the amounts into
relevant sites;
• held meetings with Group and Divisional management,
including those from outside of Finance, to understand the
reasons for the forecasting revisions;
• obtained managements’ calculation and support assessing
how much of the forecasting revisions should reasonably
have been known about at the time of authorisation of the
prior year financial statements and hence, in accordance
with IAS 8 ‘Accounting policies, changes in accounting
estimates and errors’, whether there should be a prior
year restatement;
• tested the accuracy and completeness of the input
data into this calculation and the formulae for data
integrity; and
• substantively tested the forecasting revisions to look
for corroborating or contradictory evidence as to what
management should reasonably have known and when,
and hence whether the revisions were a prior year error,
or a change in estimate in the year.
This led to a conclusion that the impact of the portion
which was deemed to be an error to the income statement
in the current year included an impact on profit before tax
that was material to the current year, and hence a prior year
restatement was necessary. We checked the disclosures in
the financial statements to confirm the treatment was in
line with IAS 8, and has been clearly referenced in the other
information of the Annual Report.
The Audit Committee oversaw a number of investigations,
both internal and by independent external experts, to
understand the nature and root cause of the issues,
including whether there was any breach of the Group’s
policies and procedures. We met with management and
their external experts to understand and evaluate their
scope, reporting and conclusions reached. We engaged our
forensic experts and external legal experts to support us in
this process.
We performed testing over the cost forecasts across the
Group’s sites. This included:
• testing the design and operating effectiveness of
management’s key site level forecasting and monitoring
control, referred to as the Cost Value Reconciliation (CVR).
This included observation of a sample of site review
meetings taking place throughout the year attended
by senior management, including those from the
Commercial, Operational and Finance teams.
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Estimation of sites cost to complete (Group) continued
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
• It was determined that this control had failed due to
the forecasting issues identified by management.
We subsequently tested the design and operating
effectiveness of management’s remediated CVR control at
the end of the year and were satisfied that, based on the
sample tested, the year end control was effective.
• we performed risk assessment procedures across the
Group’s site population and stratified these by risk and
substantively tested a sample of forecast costs to either third
party evidence or other appropriate support. We performed
targeted testing of the forecasts relevant to sites in the South
Division and have performed testing on multi-phase sites
from across the Group.
• we also assessed the disclosures in the financial statements
in respect of margin forecasting and recognition and
considered these to be appropriate.
Based on the procedures performed, we did not identify any
material misstatements within the forecasted costs, and
hence revenue, cost of sales and margin, recognised in the
financial year.
Building safety provision (Group)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to page 118 of the Audit Committee Report
(‘Significant matters considered’), note 4
(‘Adjusted profit or loss measures’) and note 22
(‘Provisions’) of the financial statements.
Management has estimated the costs expected to be
incurred to remediate buildings with safety related
defects, in line with the requirements of the Building
Safety Act 2022 and other applicable fire and building
safety legislation, with a provision of £324.4 million
being held at 31 December 2024 (31 December 2023:
£289.0 million) in this respect.
During the year, the Group recognised an incremental
provision of £117.1 million, before consideration of other
movements such as the amount utilised during the year.
This is due to a number of factors including increased
scope of work to be performed on buildings included
within the provision, increased tender costs compared
to those initially forecast and additional buildings being
identified for which such remediation is required.
The estimation of expected future outflows in relation
to these buildings is complex and therefore results in
significant estimation uncertainty. This has therefore
been an area of focus as part of our audit given the
amounts provided by the Group could be incomplete
or not valued accurately for the extent of remedial work
required where there is a legal or constructive obligation
to do so. There is also a risk that the classification of
costs recognised during the year of £114.7 million as
exceptional expenses is inappropriate and not in line
with the Group’s accounting policy.
We obtained management’s estimate of the required provision
and performed the following procedures:
• performed an evaluation of the design and implementation of
management’s controls over the building safety provision;
• challenged management to clearly define the remedial
activities for which they consider there to be a legal or
constructive obligation at 31 December 2024 and therefore
should be included within the scope of the provision;
• tested a sample of forecast costs to perform such remedial
activity, agreeing to appropriate evidence such as third party
quotations or internal detailed appraisals, depending on the
level of progress made with the sampled building or site;
• tested that the costs recognised during the year have been
appropriately classified as exceptional in line with the
Group’s accounting policy and the specific criteria set out by
management; and
• assessed the completeness of management’s assessment
through sending confirmation letters to the Group’s legal
advisors and performing internet searches to determine if any
impacted sites had been excluded from this assessment.
On the basis of the procedures performed, we did not
identify any material misstatements within the provision for
building safety. We also assessed the related disclosures and
considered these to be in line with the requirements of
IAS 37 ‘Provisions, contingent liabilities and contingent assets’.
INDEPENDENT AUDITORS’ REPORT
continued
Estimation of sites cost to complete (Group)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to pages 113 and 117 of the Audit Committee Report
(‘South Division cost forecasting issues’ and ‘Significant
matters considered by the Committee in relation to the
financial statements’), note 1.7 (‘Prior year restatement’) and
note 2 (‘Revenue’) of the financial statements.
The Group has a large number of sites which span multiple
periods, with the margin recognised on each plot that has
been (or is being) transferred to the customer calculated
based on the sitewide margin expected to be generated
over the remainder of the project. Revenue for these
contracts is recognised either at a point in time for open
market sales or on a percentage of completion basis for
partner funded sales. Partner funded sales use either the
output or the input method depending on the relevant
circumstances, in line with IFRS 15.
To accurately assess the forecast margin of a site requires
a number of significant judgements and estimates to be
made by management, including:
• estimating future build costs, land costs and central site
costs, including infrastructure costs;
• periodic surveyor and financial appraisals performed to
support management’s estimate of the build progress
achieved based on the stage of completion of each plot,
with the accounting records updated accordingly; and
• appropriately providing for loss making contracts, with
judgement required to determine the magnitude of any
provision required.
In the year, the Group identified the under estimation of
the forecast cost to complete estimates in relation to a
number of its developments in its South Division, which
had a material impact on the Group’s financial reporting.
The overall impact of the forecasting issues to adjusted
profit before tax totalled £20.5m in prior years.
We consider that there is significant estimation uncertainty
in forecasting cost to complete, in particular given that
these assumptions involve the assessment of future events,
which are inherently uncertain. As a result, the assumptions
could be inaccurate and thus could lead to the incorrect
recognition of margin on a given site or contract.
We have undertaken procedures to address the risk
to the Group’s financial reporting due to the cost
forecasting issues.
We have assessed whether the impact of such items was
material to the prior year financial statements and whether
this warranted a restatement. We performed the following:
• obtained management’s quantitative assessment of the
overall forecasting issues, breaking down the amounts into
relevant sites;
• held meetings with Group and Divisional management,
including those from outside of Finance, to understand the
reasons for the forecasting revisions;
• obtained managements’ calculation and support assessing
how much of the forecasting revisions should reasonably
have been known about at the time of authorisation of the
prior year financial statements and hence, in accordance
with IAS 8 ‘Accounting policies, changes in accounting
estimates and errors’, whether there should be a prior
year restatement;
• tested the accuracy and completeness of the input
data into this calculation and the formulae for data
integrity; and
• substantively tested the forecasting revisions to look
for corroborating or contradictory evidence as to what
management should reasonably have known and when,
and hence whether the revisions were a prior year error,
or a change in estimate in the year.
This led to a conclusion that the impact of the portion
which was deemed to be an error to the income statement
in the current year included an impact on profit before tax
that was material to the current year, and hence a prior year
restatement was necessary. We checked the disclosures in
the financial statements to confirm the treatment was in
line with IAS 8, and has been clearly referenced in the other
information of the Annual Report.
The Audit Committee oversaw a number of investigations,
both internal and by independent external experts, to
understand the nature and root cause of the issues,
including whether there was any breach of the Group’s
policies and procedures. We met with management and
their external experts to understand and evaluate their
scope, reporting and conclusions reached. We engaged our
forensic experts and external legal experts to support us in
this process.
We performed testing over the cost forecasts across the
Group’s sites. This included:
• testing the design and operating effectiveness of
management’s key site level forecasting and monitoring
control, referred to as the Cost Value Reconciliation (CVR).
This included observation of a sample of site review
meetings taking place throughout the year attended
by senior management, including those from the
Commercial, Operational and Finance teams.
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Impairment assessment of goodwill (Group)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to page 118 of the Audit Committee Report
(‘Significant matters considered’) and note 11 (‘Goodwill’) of
the financial statements.
At 31 December 2024, the Group held goodwill of
£827.6 million (31 December 2023: £827.6 million).
In accordance with IAS 36 ‘Impairment of assets’,
management has performed an impairment assessment
to determine whether an impairment of the carrying value
of the goodwill is required, using a discounted cash flow
model to determine the Group’s value in use, reaching the
conclusion that no impairment is required.
Given the level of estimation in preparing such a discounted
cash flow model, there is a risk that the calculation of the
Group’s value in use is inappropriate and that the value
of the goodwill may be misstated. Given the reduction
in profitability during the year, this has therefore been
a significant area of focus as part of our audit. We also
identified that there was an impairment trigger as a result
of the Group’s market capitalisation falling below the
Group’s net assets.
We obtained management’s discounted cash flow
model used to assess goodwill for potential impairment
and performed the following procedures:
• performed an evaluation of the design and
implementation of management’s controls over their
impairment assessment;
• confirmed that the forecasts included within the model
were consistent with the latest Board approved budgets
(and consistent with the forecasts prepared in respect of
going concern and long term viability) and that the model
is mathematically accurate;
• critically challenged the reasonableness of the future
cash flow forecasts and sought to obtain evidence
which contradicts or corroborates the assumptions
made, considered management’s historical accuracy of
forecasting and our knowledge of the Group and applied
professional scepticism to determine whether there
was any evidence of management bias applied to
the assumptions. We particularly focused on the
assumptions used to determine the terminal value as
these were sensitive to the valuation outcome;
• assessed the reliability of future cash flow forecasts by
comparing past performance to previous forecasts;
• with the assistance of our valuation experts, we assessed
the discount rate and long-term growth rate used in
the model, by comparing the Group’s assumptions to
external data;
• tested the sensitivity of the impairment calculations
to changes in the underlying assumptions in order to
ascertain the extent of change required, individually or
collectively, to give rise to an impairment;
• challenged management to reconcile between the value
of the Group implied by the market capitalisation at
31 December 2024 to that implied by the discounted cash
flow model, with our valuation experts also being involved
in assessing the appropriateness of this difference; and
• considered the costs of meeting the requirements and
commitments arising as a result of the impact of climate
change and how these are considered within the forecast
future cash flows.
Based on the procedures performed, we concluded that
no impairment to goodwill was required. We also assessed
the disclosures in respect of the impairment assessment
performed, including the disclosure of appropriate
sensitivity to key assumptions, and considered these to
be appropriate.
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INDEPENDENT AUDITORS’ REPORT
continued
Impairment assessment of investments in subsidiary undertakings (Company)
KEY AUDIT MATTER HOW OUR AUDIT ADDRESSED THE KEY AUDIT MATTER
Refer to page 118 of the Audit Committee Report
(‘Significant matters considered’) and note 15 (‘Investments’)
of the financial statements.
On an annual basis, the Directors consider whether any
events or circumstances have occurred that could indicate
that the carrying amount of the investments in subsidiary
undertakings may not be recoverable. If such circumstances
are identified, an impairment review is undertaken to
establish whether the carrying amount of the investments in
subsidiary undertakings exceed their recoverable amount,
being the higher of fair value less costs to sell or value in use.
In assessing whether or not there were any impairment
triggers, the Directors considered a number of factors
including the underlying performance of the Group and
the market capitalisation of the Group. The market
capitalisation of the Group at 31 December 2024 was
approximately £1,894.7 million, with this being lower than
the carrying value of investments. The Directors therefore
concluded that there was an impairment trigger.
There is a risk that the calculation of the recoverable amount
of the investment is incorrect and therefore the value of the
investment may be misstated, with this therefore being a
significant area of focus as part of our audit of the Company.
We agreed with management’s conclusion that there was
an impairment trigger and hence the carrying value of
investments needed to be tested for impairment.
We assessed the evidence supporting the recoverable
amount of the investments in subsidiary undertakings,
through reference to the outcome of our testing procedures
over the discounted forecast cash flows supporting the
impairment assessment of goodwill, which are summarised
within the ‘Impairment assessment of goodwill’ key
audit matter.
We also checked that appropriate adjustments as required
by IAS 36 ‘Impairment of assets’ were made to derive the
valuation of the investments, deducting any net debt held
by the subsidiaries.
The procedures performed supported the conclusion that
no impairment was required.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and controls,
and the industry in which they operate.
We have determined that the Group is made up of five components, being the combined trading divisions, the Company and
three components in which Group related balances and amounts are recognised (such as the costs incurred in relation to the
manufacturing of timber frames).
The combined trading divisions, which are made up of the six divisions with which the Group operated throughout the year
(and are made up of 26 regions in total), undertake similar activities, had a common control framework and set of processes and
were determined to be a full scope component. A separate sub-scoping exercise was performed to determine the extent of
testing required over each financial statement line item within each division and the allocated materiality for this testing.
The Company is principally a holding company that holds the Group’s investments in subsidiary undertakings and also the
external borrowings which it lends on to other entities within the Group. Due to the significance of a number of financial
statement line items within the Company to the overall Group, such as cash and cash equivalents, borrowings and finance
expenses, a full scope audit has also been performed over this entity. This audit also focused on the impairment assessment of
investments in subsidiary undertakings. The allocated materiality for the Company to support the Group audit was lower than
the materiality for the stand-alone financial statements of this entity.
We also performed procedures at a Group level, such as the audit of the consolidation and financial statement disclosures,
taxation, pension scheme balances and asset impairment assessments of goodwill and intangible assets. These procedures
provided us with sufficient evidence over the three Group related components, with incremental procedures performed over
these components to understand any large unaudited balances or amounts that had not otherwise been subject to testing.
In respect of the joint ventures held by the Group, we performed full scope procedures in respect of 13 joint ventures so as to
obtain sufficient and appropriate audit coverage over the joint venture disclosures within note 15.
In combination, these procedures (all of which were performed by the same Group engagement team) provided us with the
evidence required for the purposes of our opinion on the financial statements as a whole.
The impact of climate risk on our audit
The risks associated with climate change are impacting the housebuilding industry, in particular in respect of Part L, Part F,
Part O and Part S of the Building Regulations 2010. The Future Homes Standard, for which compliance will become mandatory
during 2025, will also require a reduction in emissions of around 80%.
As set out in the other information to the Annual Report, the Group is committed to being net zero by 2040, with the Group’s
carbon reduction targets having been verified by the Science Based Targets Initiative during the prior year.
In planning and executing our audit we have both understood and evaluated the Group’s risk assessment process in respect of
climate change. Together with discussions with our own sustainability experts, this enabled us to assess the potential impact of
climate change on the financial statements.
In doing so, we have determined that the financial statement estimates which are most likely to be materially impacted by
both physical and transition risks of climate change are those associated with the costs of meeting the above requirements and
commitments and how they have been reflected within forecast future cash flows.
We have understood that management have included the revised standards into the design of new builds. We have also
understood that management’s process is that land appraisals prepared in respect of sites yet to be acquired reflect the cost
of meeting these new regulations, so as to appropriately assess targeted returns. For existing sites that will need to meet these
standards, build costs are included in the reports underpinning management’s key forecasting and monitoring control, with
management expecting that such costs will ultimately be passed through to buyers, reflecting the increased value obtained
through aspects such as lower heating bills and improved ventilation. These processes form the basis of the Group’s cash and
funding requirements and are therefore an integral part of preparing forecast future cash flows.
These forecast cash flows have been used as part of the assessments performed over going concern and viability and the
impairment assessment performed over goodwill, intangible assets and investments in subsidiary undertakings. Our key audit
matters further explain how we have evaluated the impact of climate change, where applicable.
We challenged management regarding the extent of disclosures made within the financial statements in respect of climate
change, obtaining comfort over the consistency of the finalised disclosures made in the other information within the Annual
Report with both the financial statements and the knowledge we obtained from our audit.
.
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Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of
misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
FINANCIAL STATEMENTS
–
GROUP FINANCIAL STATEMENTS
–
COMPANY
Overall materiality
£14.5 million (2023: £18.6 million). £30.1 million (2023: £29.4 million).
How we determined it
Based on approximately 5% of the
Group’s two year average profit before tax
adjusted to remove exceptional expenses
(2023: based on approximately 5% of
the Group’s profit before tax adjusted to
remove exceptional expenses).
Based on approximately 1% of total
assets (2023: based on approximately
1% of total assets).
Rationale for
benchmark applied
We consider that profit before tax is
an appropriate measure as it is the
primary statutory measure used by the
shareholders in assessing the performance
of the Group and is a generally accepted
auditing benchmark for trading entities.
We have adjusted this measure to remove
exceptional expenses given that these are
large one-off items which do not reflect
the underlying profitability of the Group.
In the current year, we have used a two
year average of this measure given the
fluctuation in the Group’s results, with
there having been no changes in the
operating model and with the Group’s
Statement of Financial Position having not
moved to the same extent.
We consider that total assets is an
appropriate measure as it is the
primary measure used by the
shareholders in assessing the
performance of the Company and
is a generally accepted auditing
benchmark for non-trading entities.
The Company is also a full scope
component for the purposes of the
Group audit, with the allocated
materiality (of £10.0 million) being
lower than the above materiality
for the stand-alone Company
financial statements.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group materiality.
The range of materiality allocated across components was between £10.0 million and £13.8 million.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 75% (2023: 75%) of overall materiality, amounting to
£10.9 million (2023: £14.0 million) for the Group financial statements and £22.5 million (2023: £22.0 million) for the
Company financial statements.
In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range
was appropriate.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit above
£0.7 million (Group audit) (2023: £0.9 million) and £1.5 million (Company audit) (2023: £1.5 million) as well as misstatements
below those amounts that, in our view, warranted reporting for qualitative reasons.
INDEPENDENT AUDITORS’ REPORT
continued
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CONCLUSIONS RELATING TO GOING CONCERN
Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern
basis of accounting included:
• evaluating the reasonableness of the inputs and underlying assumptions within the base case going concern model prepared
by management;
• performing a comparison of the forecasts within the base case going concern model to Board approved budgets and, where
applicable, the forecasts used elsewhere in the Group, such as asset impairment assessments;
• comparing the prior year forecasts against current year actual performance to assess management’s ability to prepare
accurate forecasts;
• assessing the severe but plausible downside scenario which has been used to sensitise the base case model, including
consideration of the underlying assumptions within this forecast and the mitigating actions available to management were such
scenarios to arise;
• obtaining and reperforming management’s analysis of both liquidity and covenant compliance to ensure there is sufficient
liquidity and no forecast covenant breaches over the course of the going concern period, including within the downside
scenario prepared;
• agreeing the committed facilities to the underlying agreements and ensuring that these were appropriately reflected within the
liquidity and covenant analysis; and
• reviewing the disclosures relating to going concern, with these considered to be consistent with the assessment prepared by
management and the procedures we performed.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern
for a period of at least twelve months from when the financial statements are authorised for issue.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s and
the Company’s ability to continue as a going concern.
In relation to the Directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material
to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors
considered it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections
of this report.
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|
Vistry Group PLC
INDEPENDENT AUDITORS’ REPORT
continued
REPORTING ON OTHER INFORMATION
The other information comprises all of the information in the Annual Report other than the financial statements and our
auditors’ report thereon. The Directors are responsible for the other information. Our opinion on the financial statements
does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise
explicitly stated in this report, any form of assurance thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained
in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material
misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial
statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that
there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based
on these responsibilities.
With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK
Companies Act 2006 have been included.
Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions
and matters as described below.
Strategic Report and Directors’ Report
In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and
Directors’ Report for the year ended 31 December 2024 is consistent with the financial statements and has been prepared in
accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the
audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report.
Directors’ Remuneration
In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the
Companies Act 2006.
CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the Directors’ statements in relation to going concern, longer-term viability and that
part of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement
as other information are described in the Reporting on other information section of this report.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate
governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and
we have nothing material to add or draw attention to in relation to:
• The Directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
• The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks
and an explanation of how these are being managed or mitigated;
• The Directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern
basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and Company’s
ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements;
• The Directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment covers
and why the period is appropriate; and
• The Directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue in
operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing
attention to any necessary qualifications or assumptions.
Our review of the Directors’ statement regarding the longer-term viability of the Group and Company was substantially less in
scope than an audit and only consisted of making inquiries and considering the Directors’ process supporting their statement;
checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering
whether the statement is consistent with the financial statements and our knowledge and understanding of the Group and
Company and their environment obtained in the course of the audit.
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In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of
the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during
the audit:
• The Directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and
provides the information necessary for the members to assess the Group’s and Company’s position, performance, business
model and strategy;
• The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
• The section of the Annual Report describing the work of the Audit Committee.
We have nothing to report in respect of our responsibility to report when the Directors’ statement relating to the Company’s
compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the
Listing Rules for review by the auditors.
RESPONSIBILITIES FOR THE FINANCIAL STATEMENTS AND THE AUDIT
Responsibilities of the Directors for the financial statements
As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the
financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view.
The Directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Company or to cease operations, or have no realistic
alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or
in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud, is detailed below.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws
and regulations related to NHBC standards and other building regulations (including the Building Safety Act 2022 and other
building safety legislation), and we considered the extent to which non-compliance might have a material effect on the
financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such
as UK tax legislation, the Listing Rules and the Companies Act 2006. We evaluated management’s incentives and opportunities
for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the
principal risks were related to posting inappropriate journal entries to increase revenue, incorrect cut-off recognition of bulk
sales or land sales in the final month of the year, and management bias within accounting estimates, in particular the margin
to be recognised on a particular site or contract through manipulation of the cost to complete estimates. Audit procedures
performed by the engagement team included:
• inquiries with management, internal audit and the Group’s legal team, including in respect of known or suspected instances
of non-compliance with laws and regulations and fraud, and reviewing Board minutes and internal audit reports;
• evaluating and testing the operating effectiveness of management’s key controls around the forecasting of costs and
margin estimation;
• challenging assumptions and judgements made by management, in particular those that involve the assessment of future
events, which are inherently uncertain – the key estimates determined in this respect are those relating to the forecasting of
the margin to be generated over the life of a site or contract;
• identifying and testing journal entries and consolidation entries, in particular those posted with unusual account combinations
including unusual or unexpected journal entries to revenue;
• testing a sample of bulk sales and land sales in the last month of the year to check they were correctly recognised in the
financial year.
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
INDEPENDENT AUDITORS’ REPORT
continued
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances
of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the
financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not
detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional
misrepresentations, or through collusion.
Our audit testing might include testing complete populations of certain transactions and balances, possibly using data
auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing
complete populations. We will often seek to target particular items for testing based on their size or risk characteristics.
In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample
is selected.
A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report.
Use of this report
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may
come save where expressly agreed by our prior consent in writing.
OTHER REQUIRED REPORTING
COMPANIES ACT 2006 EXCEPTION REPORTING
Under the Companies Act 2006 we are required to report to you if, in our opinion:
• we have not obtained all the information and explanations we require for our audit; or
• adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been
received from branches not visited by us; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• the Company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this responsibility.
APPOINTMENT
Following the recommendation of the Audit Committee, we were appointed by the members on 15 May 2015 to audit
the financial statements for the year ended 31 December 2015 and subsequent financial periods. The period of total
uninterrupted engagement is 10 years, covering the years ended 31 December 2015 to 31 December 2024.
OTHER MATTER
The Company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include
these financial statements in an annual financial report prepared under the structured digital format required by
DTR 4.1.15R - 4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report
provides no assurance over whether the structured digital format annual financial report has been prepared in accordance
with those requirements.
Richard French (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
25 March 2025
Annual Report and Accounts 2024
|
167
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|
Vistry Group PLC
GROUP STATEMENT OF PROFIT OR LOSS AND OTHER
COMPREHENSIVE INCOME
2024 | 2023 restated (note 1) | ||||||
| Adjusting | Adjusted | Adjusting | Adjusted | ||||
| Reported | items | measures | Reported | items | measures | ||
| measures | (note 4) | (note 4) | measures | (note 4) | (note 4) | ||
For the year ended 31 December | Note | £m | £m | £m | £m | £m | £m |
Revenue | 2 | 549.9 | 477.9 | ||||
Cost of sales | ( | ( | |||||
Gross profit | |||||||
Administrative expenses | ( | ( | |||||
Amortisation of acquired intangible assets | 5 | ( | ( | ||||
Other operating income | 3 | ||||||
Operating profit | 191.2 | 176.1 | |||||
Finance income | 7 | ||||||
Finance expense | 7 | ( | ( | ||||
Net finance expense | 7 | ( | (29.3) | ( | ( | (5.8) | ( |
Share of profit after tax from joint ventures | 15 | ||||||
Profit before tax | 5 | 158.6 | 114.3 | ||||
Income tax expense | 8 | ( | (44.2) | ( | ( | (32.4) | ( |
Profit for the year | 114.4 | 81.9 | |||||
| Other comprehensive income or expense | |||||||
Remeasurement of retirement benefit asset | 17 | ( | ( | ||||
Deferred tax on remeasurement of retirement benefit asset | 8 | ||||||
Total other comprehensive expense | ( | ( | |||||
Total comprehensive income for the year | |||||||
2024 | 2023 restated (note 1) | ||||
| Reported | Adjusted | Reported | Adjusted | ||
| EARNINGS PER SHARE | measures | measures | measures | measures | |
Basic | 9 | ||||
Diluted | 9 |
Adjusted basic | 9 |
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|
169
STATEMENT OF FINANCIAL POSITION
| Vistry Group PLC | |||||
| Company number 003067 18 | |||||
| Group | Company | ||||
| 2023 restated | |||||
| 2024 | (note 1) | 2024 | 2023 | ||
As at 31 December | Note | £m | £m | £m | £m |
| ASSETS | |||||
Goodwill | 11 | - | - | ||
Intangible assets | 12 | - | - | ||
Property, plant and equipment | 13 | - | - | ||
Right-of-use assets | 14 | - | - | ||
Investments | 15 | 2,511.8 | 2,506.3 | ||
Retirement benefit asset | 17 | - | - | ||
Deferred tax asset | 16 | 6.2 | - | ||
Total non-current assets | 2,518.0 | 2,506.3 | |||
Inventories | 18 | - | - | ||
Trade and other receivables | 19 | 245.2 | 411.6 | ||
Cash and cash equivalents | 20 | 242.3 | 18.9 | ||
Current tax assets | - | - | |||
Total current assets | 487.5 | 430.5 | |||
Total assets | 3,005.5 | 2,936.8 | |||
| LIABILITIES | |||||
Trade and other payables | 21 | 25.5 | 54.0 | ||
Lease liabilities | 14 | - | - | ||
Provisions | 22 | - | - | ||
Total current liabilities | 25.5 | 54.0 | |||
Borrowings | 20 | 497.3 | 495.8 | ||
Trade and other payables | 21 | - | 0.8 | ||
Lease liabilities | 14 | - | - | ||
Provisions | 22 | - | - | ||
Deferred tax liabilities | 16 | - | - | ||
Total non-current liabilities | 497.3 | 496.6 | |||
Total liabilities | 522.8 | 550.6 | |||
Net assets | 2,482.7 | 2,386.2 | |||
| EQUITY | |||||
Issued capital | 26 | 165.9 | 173.4 | ||
Share premium | 26 | 361.3 | 361.0 | ||
Capital redemption reserve | 9.0 | 1.5 | |||
Merger reserve | 26 | 1,597.8 | 1,597.8 | ||
Retained earnings | 348.7 | 252.5 | |||
Total equity attributable to equity holders of the parent | 2,482.7 | 2,386.2 |
The Company made a profit for the year of £232.8m (2023: £172.1m) primarily relating to dividend income received from its subsidiary
undertakings. These financial statements on pages 168 to 222 were approved by the Board of Directors on 25 March 2025 and were
signed on its behalf by:
TIM LAWLOR
Director
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|
Vistry Group PLC
GROUP STATEMENT OF CHANGES IN EQUITY
| Own | Other | Total | Capital | ||||||
| shares | retained | retained | Issued | Share | redemption | Merger | |||
| held | earnings | earnings | capital | premium | reserve | reserve | Total | ||
For the year ended 31 December | Note | £m | £m | £m | £m | £m | £m | £m | £m |
| Balance as at 1 January 2023 | (17.4) | 1,133.6 | 1,116.2 | 173.6 | 360.8 | 1.3 | 1,597.8 | 3,249.7 | |
| as previously reported | |||||||||
Correction of prior year error | 1 | - | (6.2) | (6.2) | - | - | - | - | (6.2) |
Balance as at 1 January 2023 restated | 1 | ( | |||||||
Profit for the year restated | 1 | - | - | - | - | - | |||
Total other comprehensive expense | - | ( | ( | - | - | - | - | ( | |
Total comprehensive income restated | 1 | - | - | - | - | - | |||
Issue of share capital | 26 | - | - | - | - | - | - | ||
Purchase of own shares | 10 | ( | ( | ( | ( | - | - | ( | |
LTIP shares exercised | ( | - | - | - | - | ||||
Share-based payments | 6 | - | - | - | - | - | |||
Deferred tax on share-based payments | 8 | - | - | - | - | - | |||
Dividend paid | 10 | - | ( | ( | - | - | - | - | ( |
Total transactions with owners | ( | ( | ( | - | ( | ||||
Balance as at 31 December 2023 restated | 1 | ( | |||||||
Balance as at 1 January 2024 | ( | ||||||||
Profit for the year | - | - | - | - | - | ||||
Total other comprehensive expense | - | ( | ( | - | - | - | - | ( | |
Total comprehensive income | - | - | - | - | - | ||||
Issue of share capital | 26 | - | - | - | - | - | - | ||
Purchase of own shares | 10 | ( | ( | ( | ( | - | - | ( | |
LTIP shares exercised | ( | - | - | - | - | ||||
Share-based payments | 6 | - | - | - | - | - | |||
Deferred tax on share-based payments | 8 | - | ( | ( | - | - | - | - | ( |
Total transactions with owners | ( | ( | ( | - | ( | ||||
Balance as at 31 December 2024 | ( |
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|
171
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
COMPANY STATEMENT OF CHANGES IN EQUITY
Attributable to equity holders of the parent
For the year ended 31 December Note
Own
shares
held
£m
Other
retained
earnings
£m
Total
retained
earnings
£m
Issued
capital
£m
Share
premium
£m
Capital
redemption
reserve
£m
Merger
reserve
£m
Total
£m
Balance as at 1 January 2023 (17.4) 255.0 237.6 173.6 360.8 1.3 1,597.8 2,371.1
Total comprehensive income - 172.1 172.1 - - - - 172.1
Issue of share capital 26 - - - - 0.2 - - 0.2
Purchase of own shares 10 (2.0) (53.4) (55.4) (0.2) - 0.2 - (55.4)
LTIP shares exercised 4.7 (3.3) 1.4 - - - - 1.4
Share-based payments 6 - 8.0 8.0 - - - - 8.0
Dividends paid 10 - (110.4) (110.4) - - - - (110.4)
Deferred tax on share-based payments 8 - (0.8) (0.8) - - - - (0.8)
Total transactions with owners 2.7 (159.9) (157.2) (0.2) 0.2 0.2 - (157.0)
Balance as at 31 December 2023 (14.7) 267.2 252.5 173.4 361.0 1.5 1,597.8 2,386.2
Balance as at 1 January 2024 (14.7) 267.2 252.5 173.4 361.0 1.5 1,597.8 2,386.2
Total comprehensive income - 232.8 232.8 - - - - 232.8
Issue of share capital 26 - - - - 0.3 - - 0.3
Purchase of own shares 10 (2.9) (141.9) (144.8) (7.5) - 7.5 - (144.8)
LTIP shares exercised 8.2 (5.5) 2.7 - - - - 2.7
Share-based payments 6 - 5.5 5.5 - - - - 5.5
Total transactions with owners 5.3 (141.9) (136.6) (7.5) 0.3 7.5 - (136.3)
Balance as at 31 December 2024 (9.4) 358.1 348.7 165.9 361.3 9.0 1,597.8 2,482.7
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STATEMENT OF CASH FLOWS
Group | Company | ||||
| 2023 restated | |||||
| 2024 | (note 1) | 2024 | 2023 | ||
For the year ended 31 December | Note | £m | £m | £m | £m |
Operating profit for the year | 250.0 | 190.6 | |||
| Add back: | |||||
Exceptional items in statement of profit or loss | 4 | - | - | ||
Depreciation and amortisation | 5 | - | - | ||
Other non-cash items | ( | - | - | ||
Equity-settled share-based payment expense | 6 | - | - | ||
Operating cash inflow before exceptional cash flows and movements in working capital | 250.0 | 190.6 | |||
| Exceptional cash flows relating to restructuring, integration | ( | ( | - | - | |
| and other exceptional items | |||||
Exceptional cash outflow relating to building safety | ( | ( | - | - | |
Exceptional cash inflow relating to building safety recoveries | - | ||||
Exceptional cash outflows | ( | ( | - | - | |
Defined benefit pension contributions | 17 | ( | ( | - | - |
(Increase)/decrease in trade and other receivables | ( | ( | - | 21.3 | |
Increase in inventories | ( | ( | - | - | |
Increase/(decrease) in trade and other payables | ( | - | 0.4 | ||
Increase/(decrease) in provisions | ( | - | - | ||
Movements in working capital | ( | ( | - | 21.7 | |
| Net cash inflow/(outflow) from operations | ( | 250.0 | 212.3 | ||
| Income taxes paid | ( | ( | - | - | |
Net cash inflow/(outflow) from operating activities | ( | 250.0 | 212.3 | ||
Bank interest received | 0.3 | 0.1 | |||
Purchase of property, plant and equipment | 13 | ( | ( | - | - |
Disposal of subsidiary undertaking | - | - | |||
Loans made to joint ventures | 15 | ( | ( | - | - |
Loan repayments from joint ventures | 15 | - | - | ||
Loan repayments from subsidiary undertaking | - | - | 173.4 | - | |
Interest received on loans to joint ventures | 15 | - | - | ||
Dividends received from joint ventures | 15 | - | - | ||
| Net cash inflow from investing activities | 173.7 | 0.1 | |||
| Dividends paid | 10 | ( | - | (110.4) | |
Lease principal payments | 14,25 | ( | ( | - | - |
Lease interest payments | 14,25 | ( | ( | - | - |
Interest paid on borrowings | ( | ( | (30.7) | (29.8) | |
Proceeds from share issues (including LTIP exercises) | 3.0 | 1.6 | |||
Purchase of own shares | ( | ( | (172.6) | (5.3) | |
Repayment of bank loans | 25 | ( | ( | - | (49.9) |
Net cash outflow from financing activities | ( | ( | (200.3) | (193.8) | |
| Net (decrease)/increase in cash and cash equivalents | ( | ( | 223.4 | 18.6 | |
Opening cash and cash equivalents | 18.9 | 0.3 | |||
Closing cash and cash equivalents | 242.3 | 18.9 |
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
1. ACCOUNTING POLICY INFORMATION
1.1 GENERAL INFORMATION
The shares are listed on the London Stock Exchange. The consolidated financial statements for the year ended 31 December 2024
comprise the Company and its subsidiaries (together referred to as the “Group”) and the Group’s interest in joint ventures.
The financial statements were authorised for issue by the Directors on 25 March 2025. The registered office for Vistry Group PLC is
11 Tower View, Kings Hill, West Malling, Kent, ME19 4UY.
1.3 ACCOUNTING POLICIES
The material accounting policies have been incorporated throughout the notes to the financial statements adjacent to the disclosure
to which they relate. All accounting policies are shown in grey boxes.
In the current year, the Group has applied the following amendments that are mandatorily effective for reporting periods
commencing on or after 1 January 2024:
• Classification of Liabilities as Current or Non-Current (Amendments to IAS 1)
• Non-Current Liabilities with Covenants (Amendments to IAS 1)
• Lease Liability in a Sale and Leaseback (Amendments to IFRS 16)
• Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7)
The adoption of these amendments did not have a material impact on the Company or Group’s reported results or disclosures.
All other accounting policies have been applied consistently to the Company and the Group unless otherwise stated.
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|
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|
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1. ACCOUNTING POLICY INFORMATION continued
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|
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NOTES TO THE FINANCIAL STATEMENTS
continued
1. ACCOUNTING POLICY INFORMATION continued
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|
Vistry Group PLC
1. ACCOUNTING POLICY INFORMATION continued
1.9 IMPACT OF CLIMATE CHANGE
The property development sector is a key contributor to the Government’s ambition to reduce carbon emissions and, as such, the
standards for lower carbon homes are mandated for the sector through the Future Homes Standard which comes into effect in the near
future. We have designed and are delivering new house types which meet this standard. This can incur additional costs which have been
included within pricing decisions, as well as cost to complete estimates within site cost valuation reconciliations (CVRs) and therefore site
margins and cash flow forecasts. These forecasts form the basis of the going concern and viability assessments, as well as goodwill and
investment in subsidiary impairment assessments.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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|
177
NOTES TO THE FINANCIAL STATEMENTS
continued
1. ACCOUNTING POLICY INFORMATION continued
1.9 IMPACT OF CLIMATE CHANGE continued
The long-term potential impacts of climate change will fall beyond the Group’s existing project timescales and therefore do not have
an effect on the carrying value of inventories or site margins.
Further, these costs are considered as part of land acquisition appraisals. Land acquisition appraisals also consider costs incurred to
mitigate physical risks of climate change, such as the potential for flooding, though this and other physical risks of climate change are
not expected to have a material impact on the financial statements. These risks are regularly monitored and will be included in our
cost to complete as and when they materialise or are expected to materialise.
The Group’s strategy includes a focus on utilising the Vistry Works factories to deliver timber frame homes, which assists with
delivering homes which meet the Future Homes Standard as well as reducing embodied carbon whilst providing the ability control
costs. During 2024, climate scenarios have been modelled for the Group’s timber suppliers with no material risks identified.
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|
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3. OTHER OPERATING INCOME
4. ADJUSTED PROFIT OR LOSS MEASURES
In addition to the reported International Financial Reporting Standards (IFRS) measures, the Group provides adjusted measures which
are not defined or specified under the requirements of IFRS. Management reviews the financial performance of the Group using these
adjusted measures. We believe they provide important additional information about the Group’s performance in the financial year
and are useful to assess the business on a comparable basis between years. These financial measures are also aligned to those used
internally to assess business performance in the Group’s budgeting process and when determining remuneration. We have therefore
included these adjusted measures below, combined with a comprehensive list of other adjusted measures on page 34 to 37 of the
Annual Report and Accounts.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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|
179
NOTES TO THE FINANCIAL STATEMENTS
continued
4. ADJUSTED PROFIT OR LOSS MEASURES continued
2024
Revenue
£m
Operating
profit
£m
Net finance
expense
£m
Share of
profit from
joint ventures
£m
Profit
before tax
£m
Tax
£m
Profit
for the year
£m
Reported measures
3,779.3 167.0 (65.4) 3.3 104.9 (30.4) 74.5
Adjusting items:
Exceptional items
1
- 99.9 8.0 20.9 128.8 (37.3) 91.5
Share of joint ventures
2
549.9 51.8 (37.3) (24.2) (9.7) 9.7 -
Amortisation of acquired intangible assets
3
- 39.5 - - 39.5 (11.4) 28.1
Other tax items
4
- - - - - (5.2) (5.2)
Total adjusting items
549.9 191.2 (29.3) (3.3) 158.6 (44.2) 114.4
Adjusted measures 4,329.2 358.2 (94.7) - 263.5 (74.6) 188.9
2023 restated (note 1)
Revenue
£m
Operating
profit
£m
Net finance
expense
£m
Share of
profit from
joint ventures
£m
Profit
before tax
£m
Tax
£m
Profit
for the year
£m
Reported measures
3,564.2 300.0 (63.0) 56.0 293.0 (78.0) 215.0
Adjusting items:
Exceptional items
1
- 46.2 19.4 - 65.6 (18.0) 47.6
Share of joint ventures
2
477.9 83.6 (25.2) (56.0) 2.4 (2.4) -
Amortisation of acquired intangible assets
3
- 46.3 - - 46.3 (10.9) 35.4
Other tax items
4
- - - - - (1.1) (1.1)
Total adjusting items 477.9 176.1 (5.8) (56.0) 114.3 (32.4) 81.9
Adjusted measures 4,042.1 476.1 (68.8) - 407.3 (110.4) 296.9
1 Exceptional items are those which the Directors consider to be material by size and irregular in nature. The adjusted measures exclude these items in order
to more clearly show the underlying business performance of the Group.
2 The Group undertakes a significant portion of its activities through joint ventures with its partners. In accordance with IFRS, the Group’s statement
of profit or loss and other comprehensive income includes its share of the post-tax results of joint ventures within a single line item. The Directors
believe that showing the Group’s share of revenue, operating profit and net financing expenses from joint ventures within the respective adjusted
measures better reflects the full scale of the Group’s operations and performance. Further detail on the adjusting items is shown in note 15.
3 The amortisation charge relates to intangible assets which arose on the acquisitions of Linden Homes and Galliford Try Partnerships from Galliford Try PLC
and of Countryside Properties PLC. The charge is non-cash and was set at the time of the acquisition. The Directors consider that this needs to be excluded in
the adjusted measure to show the underlying business performance of the Group more clearly. Further detail on intangible asset amortisation is shown
in note 12.
4 The Directors consider that one-off tax items need to be excluded such that the adjusted income tax expense represents the underlying tax charge for
the Group.
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|
Vistry Group PLC
4. ADJUSTED PROFIT OR LOSS MEASURES continued
ADJUSTED EARNINGS PER SHARE (EPS)
Note 2024
2023 restated
(note 1)
Adjusted earnings (£m) 188.9 296.9
Weighted average number of ordinary shares (m) 9 338.1 346.0
Adjusted basic earnings per share (pence) 55.9 85.8
EXCEPTIONAL ITEMS
2024
Cost of
sales
£m
Administrative
expenses
£m
Finance
expense
£m
Share of profit
from joint
ventures
£m
Total
£m
Restructuring, integration and other costs - 14.1 - - 14.1
Building safety:
Additions to provision 117.1 - - - 117.1
Recoveries (27.2) - - - (27.2)
Change in provision for obligations taken on by joint venture (20.9) - - 20.9 -
Impairment of inventories 16.8 - - - 16.8
Unwind of discounting on the provision - - 8.0 - 8.0
Total building safety 85.8 - 8.0 20.9 114.7
Exceptional items 85.8 14.1 8.0 20.9 128.8
2023
Cost of
sales
£m
Administrative
expenses
£m
Finance
expense
£m
Share of profit
from joint
ventures
£m
Total
£m
Restructuring, integration and other costs
- 46.3 - - 46.3
Building safety:
Release from provision (18.6) - - - (18.6)
Impairment of inventories 18.5 - - - 18.5
Unwind of discounting on the provision - - 19.4 - 19.4
Total building safety (0.1) - 19.4 - 19.3
Exceptional items (0.1) 46.3 19.4 - 65.6
RESTRUCTURING, INTEGRATION AND OTHER COSTS
Exceptional restructuring, integration and other costs were £14.1m during the year. These principally relate to incremental restructuring
costs following the strategy change in late 2023 and the further restructuring that commenced in late 2024 to shorten reporting lines
and reduce the number of operational divisions from six to four. Costs included staff severance, office closures and other exceptional
professional fees.
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
4. ADJUSTED PROFIT OR LOSS MEASURES continued
In the prior year, expenses totalling £46.3m were incurred in relation to restructuring as a result of the Group’s change in strategy to
fully focus on a Partnerships model (£29.6m) and the Combination with Countryside (£16.7m). Costs included staff severance and
office closure costs.
BUILDING SAFETY
Exceptional building safety costs totalled £114.7m in the year comprising the following:
• The Group holds a provision for the expected costs to remediate buildings with safety-related defects, calculated using a discounted
cash flow forecast. The exceptional expense included a charge of £117.1m to increase the provision, as described in note 22, reflecting
additional buildings, increased scope of works and cost increases, and a discount unwind in net finance expenses of £8.0m.
The Group seeks to recover some of the cost of remediation works from third parties such as insurers and subcontractors. Recoveries
are recognised as a separate asset only when reimbursement is virtually certain. The expense relating to the provision has been
presented net of £27.2m recognised for recoveries in the year.
• At the end of 2023, the building safety provision included £20.9m in relation to the Group’s share of the expected cost to remediate
buildings that were originally developed by one of the Group’s joint ventures, Greenwich Millennium Village Limited. During 2024, the
joint venture accepted responsibility for these works and recognised a provision for the total expected cost. Accordingly, the Group
was able to release this portion of its provision. There was no net impact to the statement of profit or loss.
• In the prior year, the Group recognised an impairment of inventories of £18.5m as a result of the expected increase in costs and loss
of revenue from incorporating second staircases into high-rise buildings in certain schemes. During 2024, the Group continued to
assess the impact of this regulatory change on those schemes through redesign, which identified that the costs will be greater than
previously expected. This led to an additional impairment of £16.8m.
5. PROFIT BEFORE TAX
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|
Vistry Group PLC
6. DIRECTORS AND EMPLOYEE COSTS
The monthly average number of employees of the Group, all of whom were employed in the United Kingdom on the Group’s principal
activity, together with personnel expenses, are set out below:
AVERAGE EMPLOYEE NUMBERS
-
GROUP
2024 | 2023 | |
| Average employee numbers |
The Company had no employees (2023: nil) and therefore £nil personnel expenses during 2024 (2023: £nil).
PERSONNEL EXPENSES
–
GROUP
| 2024 | 2023 | |
| £m | £m | |
Wages and salaries | ||
Social security contributions | ||
Contributions to defined contribution plans | ||
Expenses related to defined benefit plans | ||
Equity-settled share-based payment expense | ||
Personnel expenses |
| A summary of key management personnel remuneration is as follows: | ||
| 2024 | 2023 | |
| £m | £m | |
Short-term employee benefits | ||
Social security contributions | ||
Equity-settled share-based payment expense | ||
Termination benefits | ||
Key management personnel remuneration |
The above table reflects remuneration only for the period in which the individuals were key management personnel during the year.
SHARE
-
BASED PAYMENTS
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
6. DIRECTORS AND EMPLOYEE COSTS continued
SAVE AS YOU EARN SHARE OPTIONS
The Vistry Group PLC Save As You Earn Option Scheme was established in 2007 and renewed in 2017. As part of the Combination with
MOVEMENTS IN THE NUMBER OF SHARE OPTIONS OUTSTANDING
Number of share options
In thousands
Long-term
incentive plan
Deferred
bonus scheme
Save As
You Earn
Number of share options
In thousands
Long-term
incentive plan
Deferred
bonus scheme
Save As
You Earn
All share options under the long-term incentive plan and the deferred bonus scheme have a weighted average exercise price of
£nil (2023: £nil). The weighted average exercise price of Save As You Earn share options outstanding at 31 December 2024 is £6.67
(2023: £5.90).
volatility of 3 6 % (2023: 38%), an expected option life of 5 years (2023: 5 years) and an annual risk-free rate of 3 . 8 4 % (2023: 3.39%).
The volatility is measured at the standard deviation of continuously compounded share returns, based on statistical analysis of daily
share prices over the last 3 years.
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|
Vistry Group PLC
7. NET FINANCE EXPENSE
Note
8. INCOME TAX EXPENSE
Note
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
186
|
Vistry Group PLC
10. DISTRIBUTIONS
The Group commenced a share buyback programme of £55m of ordinary shares in lieu of an interim dividend for 2023 on
11 December 2023. This was completed on 23 February 2024 with a total of 5.8m ordinary shares (5.1m during the year) acquired at an
average price per share of 955 pence. Of the ordinary shares repurchased, 5.5m shares were cancelled (5.1m during the year).
On 18 April 2024, the Group commenced an ordinary share buyback programme of £100m of ordinary shares in lieu of a final dividend
for 2023. This was completed on 4 September 2024 with a total of 7.7m ordinary shares acquired at an average price per share of 1,299
pence. Of the ordinary shares repurchased, 7.5m shares were cancelled.
On 5 September 2024, the Group announced that it was commencing an ordinary share buyback programme to repurchase up to
£55m of ordinary shares in lieu of an interim dividend for 2024 and a further special buyback of up to £75m. The Group engaged
brokers to manage the first tranche of the programme up to £43.4m and had issued an irrevocable instruction for the brokers to
manage the programme, within pre-set parameters, during the closed period ahead of the Group’s trading update on 15 January 2025.
By 31 December 2024, the Group had repurchased 2.5m shares at a cost of £21.4m and the remaining amount of the first tranche,
including costs, has been recognised as a liability of £22.3m in these financial statements. Of the ordinary shares repurchased, 2.5m
shares were cancelled.
In the period from 1 January 2025 to 25 March 2025, the Company purchased a further 2.8m ordinary shares, which were also
subsequently cancelled, for a total consideration of £16.7m (including stamp duty and fees).
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
11. GOODWILL
The Group has only one cash generating unit (“CGU”) which represents the lowest level within the Group at which goodwill is
monitored for internal management purposes and is not larger than the operating segment.
Goodwill is reviewed annually for impairment, or more regularly where there is an impairment trigger event. If the carrying value of
the CGU was found to exceed its value-in-use, an impairment loss is recognised.
188
|
Vistry Group PLC
11. GOODWILL continued
The Directors performed sensitivity analysis on the estimates of the recoverable amount and concluded that there were no key
12. INTANGIBLE ASSETS
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
13. PROPERTY, PLANT AND EQUIPMENT
Property includes freehold land and buildings with a cost and net book value of £1.5m (2023: £1.5m).
14. RIGHT
-
OF
-
USE ASSETS AND LEASE LIABILITIES
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense.
Short-term leases are leases with a lease term of 12 months or less. Low value assets comprise site equipment and other items less
than £3,000 in total lease costs.
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|
Vistry Group PLC
14. RIGHT
-
OF
-
USE ASSETS AND LEASE LIABILITIES continued
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
15. INVESTMENTS
GROUP
At 31 December 2024 the Group held interests in joint ventures, all of which are incorporated in the United Kingdom , as set out in
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|
Vistry Group PLC
15. INVESTMENTS continued
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
15. INVESTMENTS continued
194
|
Vistry Group PLC
15. INVESTMENTS continued
Countryside L&Q (Beaulieu) LLP is a joint venture between Countryside Properties (UK) Limited and L&Q New Homes Limited to develop
Greenwich Millennium Village Limited is a joint venture between Countryside Properties (Housebuilding) Limited and Taylor Wimpey
Developments Limited to develop and sell residential properties at Greenwich Millennium Village in London .
Stanton Cross Developments LLP is a joint venture between Vistry Homes Limited and Riverside Regeneration Limited to develop and
Clapham Park (Metropolitan Countryside) LLP is a joint venture between Countryside Properties (UK) Limited and Metropolitan Living
Limited. Its principal activity is the development of residential property and estate regeneration in Clapham, South West London .
Acton Gardens LLP is a joint venture between Countryside Properties (UK) Limited and L&Q New Homes Limited for the acquisition and
re-development of land in order to build new homes together with associated infrastructure and community facilities.
Other than exposure to building safety remedial works on joint venture properties, which are largely included within the Group’s
provision at 31 December 2024 (with the exception being Greenwich Millennium Village Limited, where the costs of remedial works are
incurred by the joint venture itself), the Group’s joint ventures have no significant contingent liabilities or commitments to which the
Group is exposed. The Group has no significant contingent liabilities in relation to its interest in the joint ventures.
COMPANY
The Company’s investments in subsidiary undertakings‘ shares at cost and the movements in the year are set out in the table below:
2024
£m
2023
£m
Opening 2,506.3 2,498.3
Additions 5.5 8.0
Closing 2,511.8 2,506.3
During the current and prior year the Company issued share options to employees of a subsidiary undertaking. As no charge was
made to the subsidiary undertaking, the cost of the options has been treated as an addition to the Company’s investment in its
subsidiary undertaking.
The carrying amount of the Company’s investments in subsidiary undertakings was tested for impairment as at 31 December 2024,
following an indicator that the Company’s market capitalisation was lower than the net asset value of the Company. The carrying amount
was compared to the asset’s recoverable amount by reference to its value-in-use which applies a discounted cash flow methodology
to forecasts approved by the Board covering a five-year period from 31 December 2024, with no growth included thereafter. The key
assumptions applied in the value-in-use calculation are volume growth, operating margin, and post-tax discount rate, consistent with those
used for the Group’s goodwill impairment assessment. Sensitivity analysis was undertaken and the Directors concluded that there are no
reasonably possible changes in the key assumptions used within the value-in-use calculation that would cause headroom to reduce to nil.
As a result of the assessment performed by management, no impairment was required to the Company’s investments in subsidiary
undertakings (2023: nil).
Annual Report and Accounts 2024
|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
16. DEFERRED TAX (LIABILITIES)/ASSETS
196
|
Vistry Group PLC
16. DEFERRED TAX (LIABILITIES)/ASSETS continued
17. RETIREMENT BENEFIT ASSETS
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
17. RETIREMENT BENEFIT ASSETS continued
198
|
Vistry Group PLC
17. RETIREMENT BENEFIT ASSETS continued
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
17. RETIREMENT BENEFIT ASSETS continued
200
|
Vistry Group PLC
18. INVENTORIES
Group
19. TRADE AND OTHER RECEIVABLES
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|
201
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
20. CASH AND CASH EQUIVALENTS AND BORROWINGS
Net debt is defined as cash and cash equivalents less borrowings.
NET DEBT IS CALCULATED AS FOLLOWS:
2024
£m
2023
£m
Cash and cash equivalents 320.3 418.3
Borrowings (501.0) (507.1)
Net debt (180.7) (88.8)
INTEREST RATE PROFILE OF BORROWINGS
-
COMPANY
As at 31 December Rate
Available
facility
£m
Facility
maturity
Carrying
value 2024
£m
Carrying
value 2023
£m
Term Loan SONIA +190-310bps 400.0 2026 400.0 400.0
USPP Loan 403bps 100.0 2027 100.0 100.0
Prepaid facility fee n/a n/a n/a (2.7) (4.2)
Overdraft facility BoE Base +150bps 5.0 2025 - -
Borrowings 505.0 497.3 495.8
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|
Vistry Group PLC
21. TRADE AND OTHER PAYABLES
22. PROVISIONS
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|
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2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
NOTES TO THE FINANCIAL STATEMENTS
continued
22. PROVISIONS continued
BUILDING SAFETY
204
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23. FINANCIAL RISK MANAGEMENT
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NOTES TO THE FINANCIAL STATEMENTS
continued
23. FINANCIAL RISK MANAGEMENT continued
COMPANY
The Company’s activities expose it to a limited number of financial risks which have been identified as: credit risk and liquidity risk.
The Company’s exposure to credit risk is limited because all outstanding balances are receivable from companies within the Group.
The Company manages liquidity risk in the same manner as the Group described above.
24. FINANCIAL INSTRUMENTS
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24. FINANCIAL INSTRUMENTS continued
MATURITIES OF FINANCIAL INSTRUMENTS
-
COMPANY
31 December 2024
Less than
6 months
£m
6-12 months
£m
Between
1-2 years
£m
Between
2-5 years
£m
Over
5 years
£m
Total
undiscounted
cash flows
£m
Carrying
amount
£m
NON
-
DERIVATIVE FINANCIAL ASSETS
Trade and other receivables 245.2
-
- - - 245.2 245.2
Cash and cash equivalents 242.3 - - - - 242.3 242.3
NON
-
DERIVATIVE FINANCIAL LIABILITIES
Borrowings (16.7) (16.7) (433.4) (102.0) - (568.9) (497.3)
Trade and other payables (25.5) - - - - (25.5) (25.5)
Net financial assets/(liabilities) 445.3 (16.7) (433.3) (102.0) - (106.9) (35.3)
31 December 2023
Less than
6 months
£m
6-12 months
£m
Between
1-2 years
£m
Between
2-5 years
£m
Over
5 years
£m
Total
undiscounted
cash flows
£m
Carrying
amount
£m
NON
-
DERIVATIVE FINANCIAL ASSETS
Trade and other receivables 411.6 - - - - 411.6 411.6
Cash and cash equivalents 18.9 - - - - 18.9 18.9
NON
-
DERIVATIVE FINANCIAL LIABILITIES
Borrowings (17.7) (17.7) (35.4) (532.2) - (603.0) (495.8)
Trade and other payables (54.0) - - - (0.8) (54.8) (54.8)
Net financial assets/(liabilities) 358.8 (17.7) (35.4) (532.2) (0.8) (227.3) (120.1)
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NOTES TO THE FINANCIAL STATEMENTS
continued
25. CHANGES IN LIABILITIES ARISING FROM FINANCING ACTIVITIES
Ordinary shares
Borrowing
£m
Leases
£m
Total
£m
At 1 January 2023 (558.6) (86.6) (645.2)
Interest expense - (5.5) (5.5)
New leases and modifications - (35.6) (35.6)
Changes in fair value 1.0 - 1.0
Issue costs paid 2.1 - 2.1
Amortisation of issue costs (2.1) - (2.1)
Financing cash flows 50.5 29.4 79.9
At 31 December 2023 (507.1) (98.3) (605.4)
Interest expense - (5.4) (5.4)
New leases and modifications - (25.2) (25.2)
Changes in fair value 0.9 - 0.9
Issue costs paid 0.6 - 0.6
Amortisation of issue costs (2.1) - (2.1)
Disposal of subsidiary undertaking 5.5 - 5.5
Financing cash flows 1.2 32.5 33.7
At 31 December 2024 (501.0) (96.4) (597.4)
26. ISSUED CAPITAL, SHARE PREMIUM AND MERGER RESERVE
EQUITY INSTRUMENTS
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26. ISSUED CAPITAL, SHARE PREMIUM AND MERGER RESERVE continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
27. RELATED PARTY TRANSACTIONS continued
28. CONTINGENT LIABILITIES
29. EVENTS AFTER THE REPORTING PERIOD
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NOTES TO THE FINANCIAL STATEMENTS
continued
30. GROUP UNDERTAKINGS continued
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AUDIT EXEMPTIONS
A number of subsidiaries in the Group have taken the exemption from the requirements of the Companies Act 2006 in relation
to the audit of accounts under section 479A of the Companies Act 2006 for the year ended 31 December 2024. The Company has
assessed the probability of loss under the guarantee as remote.
The companies exempt from audit are:
Entity name
Company
registration
number Entity name
Company
registration
number
Bovis Homes (Broadbridge Heath) Limited 08112950 Emerald (Ealing) LLP OC420245
Bovis Homes North Whiteley LLP OC424405 Fairfield Redevelopments Limited 04459094
Brunel Street Works Energy Services Limited 11923831 Graylingwell Energy Services Limited 07142726
Countryside 28 Limited 06126279 Knight Strategic Land Limited 06829769
Countryside Four Limited 04422692 Linden Holdings Limited 04040970
Countryside Partnerships Southern Limited 02433962 Linden Limited 01108676
Countryside Partnerships Southern No.1 Limited 02969951 Linden London Developments Limited 06270271
Countryside Properties (Housebuilding) Limited 05555391 Linden London LLP OC333207
Countryside Properties (Joint Ventures) Limited 05722274 Millgate (UK) Holdings Limited 08860850
Countryside Properties (Salford Quays) Limited 04422690 Millgate Developments Limited 02229073
Countryside Properties (Springhead) Limited 05852497 Newhall Land Limited 10506583
Countryside Properties (Strategic Land) Limited 13095281 Rissington Management Company Limited 08138744
Countryside Properties (Uberior) Limited 04814588 Skyline 120 Management Limited 05658220
Countryside Properties (WGL) Limited 10099517 Skyline 120 Nexus Management Limited 07154697
Countryside Properties (WHL) Limited 10114350 Vistry Partnerships Limited 00800384
Countryside Properties (WPL) Limited 08575300 Vistry Homes Central Limited 02281005
Countryside Residential Limited 02423299 Vistry Linden Homes Limited 02606856
Countryside Sigma Limited 05852456 Vistry Linden Limited 03158857
Countryside Timber Frame Limited 11255094 Vistry Partnerships (Wolverhampton) Limited 08476225
Dunton Garden Suburb Limited 09421806 Vistry Partnerships Yorkshire Holdings Limited 06437711
Elite Homes (North West) Limited 02297984 Vistry Partnerships Yorkshire Limited 03901222
Elite Homes (Yorkshire) Limited 01530215 Westcountry Land (Perranporth) Ltd 09653572
Elite Homes Group Limited 02781237
30. GROUP UNDERTAKINGS continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
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RESIDENT MANAGEMENT COMPANIES continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
RESIDENT MANAGEMENT COMPANIES continued
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RESIDENT MANAGEMENT COMPANIES continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
RESIDENT MANAGEMENT COMPANIES continued
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RESIDENT MANAGEMENT COMPANIES continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
RESIDENT MANAGEMENT COMPANIES continued
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RESIDENT MANAGEMENT COMPANIES continued
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NOTES TO THE FINANCIAL STATEMENTS
continued
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Ownership interest
10
Sevendale House 3rd Floor, Suite 6c, Sevendale House, 5-7 Dale Street,
Manchester, England, M1 1JB
11
Bruce Kenrick House, 2 Kellick Street, London, N1 9FL
12
Duncan House Clipston Road, Sibbertoft Market Harborough,
Leicestershire, LE16 9UB
13
8 Gleneagles Court, Brighton Road, Crawley, West Sussex, RH10 6AD
14
500 Dashwood Lang Road Bourne Business Park, Addlestone, Surrey, KT15 2HJ
15
Sovereign House, Basing View, Basingstoke, Hampshire, RG21 4FA
16
Countryside House, The Drive, Brentwood, Essex, CM13 3AT
17
One Eleven, Edmund Street, Birmingham, West Midlands, B3 2HJ
18
Burlington House, Botleigh Grange Business Park, Hedge End, Southampton,
United Kingdom, SO30 2AF
JOINT VENTURES continued
REGISTERED OFFICE
1
11 Tower View, Kings Hill, West Malling, Kent, ME19 4UY
2
C/o Gilliespie MacAndrew LLP, 5 Atholl Crescent, Edinburgh, EH3 8EJ
3
C/o Interpath Limited, 10 Fleet Place, EC4M 7RB
4
1148 Mountview Court High Road, London, N20 0RA
5
Bath House, 6-8 Bath Street, Bristol, BS1 6HL
6
Croudace House, Tupwood Lane, Caterham, Surrey, CR3 6XQ
7
6 Drakes Meadow, Penny Lane, Swindon, Wiltshire, SN3 3LL
8
Persimmon House, Fulford, York, Yorkshire, YO19 4FE
9
128 City Road, London, EC1V 2NX
FIVE
-
YEAR RECORD
-
UNAUDITED
Note
2024
£m
2023
restated
note 1
£m
2022
£m
2021
£m
2020
£m
Revenue 3,779.3 3,564.2 2,771.3 2,407.2 1,834.4
Operating profit 167.0 300.0 212.5 285.4 91.7
Net finance (expense)/income (65.4) (63.0) (12.2) 4.1 (7.9)
Share of result of joint ventures after tax 3.3 56.0 47.2 30.0 14.9
Profit before tax 104.9 293.0 247.5 319.5 98.7
Income tax expense (30.4) (78.0) (43.2) (65.4) (21.9)
Profit for the year 74.5 215.0 204.3 254.1 76.8
ADJUSTED RESULTS
Adjusted revenue 4,329.2 4,042.1 3,115.1 2,693.6 2,040.1
Adjusted operating profit 358.2 476.1 451.1 368.4 171.0
Adjusted net finance expense (94.7) (68.8) (32.7) (22.4) (27.1)
Adjusted profit before tax 263.5 407.3 418.4 346.0 143.9
BALANCE SHEET
Net assets 3,235.9 3,303.9 3,249.7 2,390.6 2,195.1
Net (debt)/cash (180.7) (88.8) 118.2 234.5 (37.9)
Average capital employed 2,461.8 2,275.1 1,803.2 1,446.3 1,179.1
RETURNS
Adjusted operating margin 2 8% 12% 15% 14% 8%
Reported operating margin 3 4% 8% 8% 12% 5%
Return on net assets 4 2% 7% 9% 12% 6%
Return on capital employed 5 15% 21% 25% 26% 14%
HOMES (INCLUDING UNITS SOLD ON THIRD PARTY OWNED LAND)
Number of Partner Funded completions 6 12,633 10,722 5,447 - -
Number of Open Market completions 6 4,592 5,396 6,504 - -
Total number of completions 6 17,225 16,118 11,951 11,080 8,954
Partner Funded average sales price (£’000) 236 222 191 - -
Open Market average sales price (£’000) 385 390 372 - -
Overall average sales price (£’000) 275 276 286 270 248
EPS
Adjusted earnings per share 55.9p 85.8p 137.5p 125.5p 57.9p
Reported earnings per share 22.0p 62.1p 86.5p 114.6p 34.8p
DIVIDENDS PER SHARE
Paid - 32.0p 63.0p 40.0p -
Interim paid and final proposed - - 55.0p 60.0p 20.0p
Notes
1
The restatement in 2023 included an adjustment of £6.2m to opening reserves. It is not possible to allocate this between the earlier years and
therefore the figures for the earlier years shown above have not been restated.
2
Adjusted operating margin has been calculated as adjusted operating profit over adjusted revenue.
3
Reported operating margin has been calculated as operating profit over revenue.
4
Return on net assets has been calculated as profit for the year over opening net assets.
5
Return on capital employed has been calculated as adjusted operating profit over the average capital employed.
6
Completions are shown including 100% of joint venture completions.
2024 HIGHLIGHTS STRATEGIC REPORT GOVERNANCE REPORT FINANCIAL STATEMENTS OTHER INFORMATION
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Vistry Group PLC
SHAREHOLDER INFORMATION
FINANCIAL CALENDAR
DATE EVENT
11 April 2025 Mailing of 2024 Annual Report and Accounts
14 May 2025
Annual General Meeting
10 July 2025 Trading update
10 September 2025 Announcement of interim 2025 financial results
6 November 2025 Trading update
ANNUAL GENERAL MEETING
The 2025 AGM will be held at Linklaters LLP, One Silk Street,
London, EC2Y 8HQ on 14 May 2025 12.00 noon. The notice
convening the AGM and the form of proxy will be mailed
alongside the Annual Report and Accounts. The notice
explains the resolutions to be put to the meeting. The Articles
of Association of the Company, service contracts of the
Executive Directors, and the letters of appointment of the the
Non-Executive Directors are available for inspection at the
Company’s registered office.
You can also find the Notice of AGM on the Company’s website
www.vistrygroup.co.uk/investor-centre
SHAREHOLDER ENQUIRES
The Company’s share register is maintained by Computershare.
Shareholders with queries relating to their shareholdings can
contact Computershare by:
Post: Computershare Investor Services PLC, The Pavilions,
Bridgwater Road, Bristol BS99 6ZZ. Telephone: Vistry Group
Shareholder Helpline: 0370 889 3236.
Online: www.investorcentre.co.uk is the easy way to manage
your shareholdings online.
Investor Centre is Computershare’s secure website.
With Investor Centre you can view shares balances, history
and update your details.
SHARE DEALING
If you wish to sell or purchase shares in the Company, you may
do so through a bank or a stockbroker. Alternatively, please go
to www.computershare.com/dealing/uk for a range of Dealing
services made available by Computershare.
Note: The provision of these services is not a recommendation
to buy, sell or hold shares in Vistry Group PLC
DIVIDEND REINVESTMENT PLAN (DRIP)
The DRIP gives shareholders the opportunity to reinvest their
dividends to buy ordinary shares in the Company through a
special dealing arrangement. For further information please
contact the Vistry Group Shareholder Helpline: 0370 889 3236.
ELECTRONIC COMMUNICATIONS
Instead of receiving printed documents through the post,
many shareholders now receive their annual report and other
shareholder documents electronically, as soon as they are
published. Shareholders that would like to sign up for electronic
communications should go to www.investorcentre.co.uk where
they can register.
CORPORATE WEBSITE
The Group’s corporate website is www.vistrygroup.co.uk.
It contains useful information for the Company’s investors
and shareholders.
For example, it includes press releases, details of forthcoming
events, essential shareholder information, a dividend history, a
financial calendar, and details of the Company’s AGM. You can
also subscribe to email news alerts.
SHARE FRAUD
Shareholders should be wary of fraudulent approaches from third
parties with respect to their shareholding in the Company.
In some cases, these are ‘cold calls’ and in others, correspondence.
They generally purport to be from a firm of solicitors or an
investment company and offer, or hold out the prospect of,
large gains on shares or other investments you may hold.
Shareholders are advised to deal with firms authorised by
the UK Financial Conduct Authority (FCA). You can check
whether a firm is properly authorised by the FCA by visiting
www.fca.org.uk/register. For more detail on how to protect
yourself from an investment scan, or to report a scam go to
www.fca.org.uk/consumers or call 0800 111 6768.
COMPANY CONTACT DETAILS
Registered office
Vistry Group PLC, 11 Tower View, Kings Hill,
West Malling ME19 4UY
Registered in England with registration number 00306718.
Company Secretariat
Clare Bates
Chief People Officer & General Counsel
Company Secretary
Company.Secretary@vistry.co.uk
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COMPANY ADVISORS
PRINCIPAL BANKERS STOCKBROKERS INDEPENDENT AUDITORS
Bank of China Limited Numis Securities Limited PricewaterhouseCoopers LLP
Barclays Bank PLC Peel Hunt LLP
Handelsbanken PLC HSBC Bank PLC
FINANCIAL ADVISOR
HSBC UK Bank PLC Rothschild & Co
Lloyds Bank PLC
INSURANCE BROKERS
National Westminster Bank PLC Arthur J Gallagher
SOLICITORS
First Commercial Bank Linklaters LLP
Santander UK PLC
REGISTRARS
Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZZ
Companies Act Companies Act 2006
AFR Accident Frequency Rate
AGM Annual General Meeting
Articles the Company’s Articles of Association
Board the Board of Directors of the Company
Bovis Homes the ‘Bovis Homes’ housing brand of the Group
BNG Biodiversity Net Gain
CO2e Carbon Dioxide equivalent
Code UK Corporate Governance Code issued in
July 2018
Company Vistry Group PLC
Countryside the ‘Countryside Homes’ and ‘Countryside
Partnerships’ brands of the Group
CPI Consumer Price Index
DTRs Disclosure Guidance and Transparency Rules
EBT the Company Employee Benefit Trust
ELT the Executive Leadership Team of the Group
FHS Future Homes Standards
FY24 the Company’s financial year ending
31 December 2024
GHG Greenhouse gas emissions
GDPR General Data Protection Regulation
Group or
Vistry Group
the Company and its subsidiary undertakings
HBF Home Builders Federation
HMRC HM Revenue & Customs
KPIs Key Performance Indicators
LDI Liability driven instruments
Linden Homes the ‘Linden Homes’ housing brand of the Group
LLP Limited Liability Partnership
LTIP the Group’s Long-Term Incentive Plan
LTIR Lost Time Incident Rate
L&D Learning and Development team
MMC Modern Methods of Construction
NHBC the National House Building Council
PRS Private rented sector
RPs Registered providers
RPI Retail Price Index
SAYE the Group’s Save as You Earn share scheme
SBT Science Based Target
SBTI Science Based Target Initiative
SHE Safety, Health and the Environment
SIP the Group’s Share Incentive Plan
SSFR Service Strike Frequency Rate
SSSTS Site Supervisors Safety Training Scheme
TCFD the Task Force for Climate-related
Financial Disclosures
TSR Total shareholder return
UKGBC UK Green Building Council
UNSDG United Nations Sustainable Development Goals
UNFCC United Nations Framework Convention on
Climate Change
Vistry Works Timber frame manufacturing operation
GLOSSARY
Vistry Group PLC, 11 Tower View
Kings Hill, West Malling, Kent ME19 4UY
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vistrygroup.co.uk
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