## Your ## PR MISE ## Assured Spirent Communications plc Annual Report 2021 ## We make ## technology ## WRK | Strategic report | Corporate governance | Financial statements | | | --- | --- | --- | --- | | 1 2021 highlights | 66 Chairman’s introduction to governance | 124 Independent auditor’s report | | | 2 Spirent at a glance | 68 Board of Directors | 134 Consolidated income statement | | | 4 Chairman’s statement | 70 Board statements | 135 Consolidated statement of comprehensive | | | 6 Investment case | | | income | 71 Directors’ statement on corporate 8 Chief Executive Officer’s review governance 136 Consolidated balance sheet 10 Our culture 81 Nomination Committee report 137 Consolidated statement of changes in equity 12 Our markets 84 Audit Committee report 138 Consolidated cash flow statement 14 Spotlight on 5G 90 Report on Directors’ remuneration 139 Notes to the consolidated financial 16 Our strategic priorities 119 Directors’ report statements 22 Our business model 123 Directors’ responsibilities statement 180 Parent Company balance sheet 24 Key performance indicators 181 Parent Company statement of changes in 26 Strategy in action case study equity 28 Stakeholder engagement 182 Notes to the parent Company financial 32 Strategy in action case study statements 34 Sustainability 200 Full list of subsidiary undertakings 42 Strategy in action case study | 44 Operating review | Other information | | --- | --- | | 52 Financial review | 202 Financial history | | 59 Principal risks and uncertainties | 204 Alternative performance measures | | 65 Non-financial information statement | 206 Shareholder information | 207 Glossary IBC Contact details » Read our Sustainability Report here: corporate.spirent.com/sustainability/sustainability-reports ## 2021 highlights STRATEGIC REPORT Revenue Financial highlights 5 • Orders growth of 18 per cent, 14 per cent organic , driven by customers’ need to support an increasing | $576.0m |  | 10.3% | | number of 5G roll outs. | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | 6 | 1 | | | | | • Book to bill | | across the year was 111; the orderbook | | increased $63 million to $270 million with growth in multi-year contracts, across the portfolio providing 1 Orderbook greater revenue visibility for outer years. 5 • Revenue up 10 per cent, 7 per cent organic , with strong demand for both lab, and especially live assurance ## $269.8m  30.3% solutions as 5G networks continue to roll out globally. • Continued R&D investment across the portfolio totalling $113.3 million, 20 per cent of revenue. 2 • Adjusted operating profit increased by 14.5 per cent to Adjusted operating profit $118.5 million, with adjusted operating margin improving to 20.6 per cent, up from 19.8 per cent in 2020. ## $118.5m  14.5% • Cash closed at $174.8 million after payment of special dividend of $46 million, and acquisition of octoScope. • Full year dividend up 12 per cent (14 per cent in Pound Sterling). Final dividend of 4.37 cents per share to be 3 Adjusted operating margin paid in May 2022. Operational highlights ## 20.6%  0.8pp • Secured over 800 5G-related wins across all geographies, and continue to be well positioned for sustainable 5G-driven growth across our portfolio of lab and live solutions and services. Reported profit before tax • Minimised disruption to customer shipments through proactive and aggressive management of our global supply chain. ## $103.6m  8.1% • Implemented numerous strategic initiatives: – Continued to shift our sales teams’ focus to selling customer outcomes and value. 4 Adjusted basic earnings per share – Grew our sales team in EMEA to accelerate growth, adding to our successful key account programme and opening an EMEA Customer ## 16.59¢  13.0 % Experience Centre. – Built a strong foundation for our growing services business, adding seasoned leadership, compelling new Anything-as-a-Service (XaaS) offers and an Closing cash ecosystem of global service delivery partners. Total services revenue grew 14.5 per cent to $164.7 million. – Commenced our global R&D engineering facility ## $174.8m 2020 $241.2m plan which will consolidate sites and enhance flexibility to serve our global customers. This plan will conclude in 2023, with total estimated costs of $8 million. Dividend per share ## 6.76¢  12 % Notes 1. Orderbook is an alternative performance measure as defined on page 204. 2. Before acquired intangible asset amortisation, share-based payment and other adjusting items amounting to $14.3 million in total (2020 $7.8 million). 3. Adjusted operating profit as a percentage of revenue in the period. 4. Adjusted basic earnings per share is based on adjusted earnings as set out in note 11 of Notes to the full year consolidated financial statements. 5. Excluding the impact of acquisitions (orders $20.9 million, revenue $18.2 million). 6. Ratio of orders booked to revenue recognised in the period. Items with notes 1 to 4 and 6 above are non-GAAP alternative performance measures; see pages 204 and 205 for more detail. 1Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Spirent at a glance ## Global leader, innovator and ## trusted partner in an age ## of accelerating change Spirent helps our customers manage the complexity of their devices, networks and services, enabling them to keep the Revenue by segment promises they make to their customers while reducing cost and accelerating time to revenue. Our innovative test and assurance 55% solutions, trusted expertise and services allow our customers to bring better quality products and services to market faster, to Networks automate the turn-up of new services, and to proactively identify & Security and resolve problems in their production networks. Across every one of our businesses, we are accelerating 45% the transition of testing and evaluation of devices, network equipment and applications from development labs to the Lifecycle Service operational network, as we evolve from a product-centric to ## Assurance ȜǍӞǍǙ a customer-centric organisation. We will continue to innovate towards fully automated testing and autonomous service assurance and analytics solutions. Revenue by geography With more than 1,500 employees serving in excess of 1,200 customers across more than 50 countries each year, Spirent 12% is organised into two operating segments. EMEA 56% Americas ## 1,500+ 32% employees Asia Pacific ## ȡǍוǍ̻ǍǙ Revenue by customer ## 1,200+ 10% 62% customers each year Largest Customers customer outside top ten ## 50+ 28% countries Other top ten ## ɑǍ༜Ǎ࿫ǍǙ customers 2 Spirent Communications plc Annual Report 2021 ### Lifecycle Service STRATEGIC REPORT ### Assurance An established global leader in the testing of 5G mobile core networks, cellular and Wi-Fi devices in the lab, our Lifecycle Service Assurance segment is seeing rapid growth in its solutions that radically reduce the time and cost to turn up new services, as well as to rapidly diagnose, troubleshoot and resolve issues with production networks and services. With our automation, visibility and analytics, we improve customer satisfaction and retention while reducing cost and complexity. » See pages 44 to 47 for more detail ## $261.6m revenue in 2021 ### Networks & Security A world leader in high-speed Ethernet/IP performance testing, our Networks & Security segment develops test methodologies, tools and services for virtualised networks, Cloud and proactive security validation. We also continue to lead in global navigation satellite system (GNSS) test and simulation solutions while addressing new opportunities in the broader positioning, navigation and timing (PNT) market. » See pages 48 to 51 for more detail ## $314.4m revenue in 2021 3Spirent Communications plc Annual Report 2021 STRATEGIC REPORT Chairman's statement # Accelerated order growth as we continue to execute on our strategic priorities ![img-0.jpeg](img-0.jpeg) I am pleased to present our Annual Report for the year to 31 December 2021. ## Performance during the year COVID-19 kept its grip on all of us during 2021 and as before we have sought to keep our colleagues safe. Although the steps we have taken at our facilities have helped to ensure that our employees have had a relatively low incidence of infection by the virus, sadly the same cannot be said of many of their relatives and friends. It is my sincere wish that, with all the resources that have been thrown at a solution to this virus, 2022 will eventually offer us some respite and a return to a greater sense of normality. We have continued to embrace the different ways of working that the restrictions have placed upon us as a business and dealt with the disruptions to our supply chains with decisive action. I thank all of my Spirent colleagues for remaining fully focused on the needs of customers, despite the often trying environment in which we have all had to operate. We have accelerated our order growth by focusing relentlessly on our strategic priorities. In particular I was pleased to see that we executed well with our growth in assurance of our customers' networks in the live environment. We also began to build momentum in our managed solutions business. I am delighted to see the progress that we have made as a business in 2021. Revenue increased by 10 per cent to $576.0 million and we achieved a 14 per cent increase in adjusted operating profit, and a 13 per cent increase in adjusted basic earnings per share. Reported profit before tax was up by $7.8 million to $103.6 million (2020 $95.8 million). In line with our progressive dividend policy we are proposing a 12 per cent increase to the full year dividend. This represents the fifth consecutive year of growth in revenue, profitability and dividend. ### Adjusted basic earnings per share$^{1}$ 16.59¢ ↑ 13% ### Dividend per share 6.76¢ ↑ 12% #### Note 1. Adjusted basic earnings per share is based on adjusted earnings as set out in note 11 of the notes to the full year consolidated financial statements. 4 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT The Board continues to look closely at ways in which we can invest the cash generated by our business to accelerate our future growth in both organic and inorganic initiatives. We took our first inorganic step for many years when we acquired the octoScope business in March 2021 to build on our strengths in the Wi-Fi space. As a Board we will continue to focus on inorganic investments that we believe will help us to achieve our strategic goals more effectively. ### Culture and purpose In 2021 we sought to build on embedding the core values and ways of working standards that the Board had previously agreed. Spirent expects and encourages each and every #### Our 2021 Sustainability Report Spirent established its FuturePositive programme to address our ESG progress in 2014. Since 2017 we have published an annual Sustainability Report, which is intended to inform all of our stakeholders of our progress. - Read our Sustainability Report here: corporate.spirent.com/sustainability/sustainability-reports - See pages 34 to 41 for more detail on sustainability - See pages 37 to 38 for more detail on TCFD ![img-1.jpeg](img-1.jpeg) one of its employees to live up to those values and ways of working in order to drive a successful and ethical business. The Board continues to receive regular feedback on our levels of employee engagement. Our employee engagement survey, conducted twice a year, continues to show good levels of engagement and very high levels of participation. Three of our Non-executive Directors continue to receive direct feedback from our employee focus groups, some of whose meetings we were able to do on a face to face basis in 2021. My fellow Directors and I are strongly of the view that the requirement for Board members to undertake such workforce engagement helps us understand not only how the workforce is impacted by Spirent initiatives but also how deeply understood and motivated they are to achieve our strategic goals. More details on our workforce engagement is set out on page 29. ### Sustainability In late 2020, Spirent set an ambitious sustainability strategy with medium and long-term goals. Our strategy and goals are set out publicly in our annual Sustainability Report and we are busy with a range of activities to help reduce our overall carbon footprint and to encourage a greater level of diversity in our workforce. We will continue to focus on this area. However, to achieve our longer-term net zero carbon goal by 2035 we are acutely aware that more sources of renewable energy will need to become available in the different geographies in which we are based. In a signal to our senior management team, we included quantifiable carbon reduction goals in our Annual Incentive criteria for 2021. Spirent has continued to drive significant reductions in its carbon emissions in 2021 which we have detailed on page 37. ### Outlook The Board is confident that the Group will continue to see steady profitable growth in 2022. ### Sir Bill Thomas Chairman 10 March 2022 Spirent Communications plc Annual Report 2021 5 STRATEGIC REPORT ## Investment case ## Innovating ## for Growth ## Spirent’s ambition is to be the ## 4.4bn ## global leader and trusted partner 1 5G subscriptions by the end of 2027 ## for innovative technology test and ## assurance solutions, focusing on ## our strategic priorities of Customer ## Centricity, Innovation for Growth and ## $448bn ## Operational Excellence.” 2 Cloud migration market in 2026 – Eric Updyke, Chief Executive Officer ### Strategy aligned to sustainable, Leveraging growth markets ### profitable growth We are strongly aligned with key market drivers: Our strategy is built on three pillars and is aligned to 5G – the game changer help us achieve our ambition: to be the global leader Our extensive 5G portfolio accelerates time to revenue and trusted partner for innovative technology test and for 5G networks, devices and services. assurance solutions. Complex networks and Cloud migration Customer Centricity: Increasing share with our existing Our Cloud and service assurance solutions enable customers, driving solution selling across the customer customers to develop, deploy and optimise networks lifecycle, and expanding our footprint into new segments and services. and geographies. Connected everything Innovation for Growth: Extending thought leadership in Our leading high-speed Ethernet and device test solutions key growth areas, growing recurring revenue streams and support rapidly-growing demands. disciplined corporate development. Intelligent location Operational Excellence: Strengthening our foundation for Our innovative positioning and location solutions help profitable growth, maintaining our strong balance sheet, assure accuracy, integrity and reliability. developing and retaining key talent, and executing on our Pervasive security threats sustainability programme, FuturePositive. Our advanced security testing platforms help fulfil the We see clear opportunity to further develop our offerings promise of secure communication. into live networks, increasing our recurring revenue streams, and driving services and solutions across Sources our portfolio. 1. Ericsson Mobility Report (November 2021). » See pages 16 to 21 for more detail 2. Cloud Migration Market – Growth, Trends, COVID-19 Impact, and Forecasts (2021–2026), Mordor Intelligence (February 2021). 6 Spirent Communications plc Annual Report 2021 ### Delivering market-leading STRATEGIC REPORT ### Our business model offers ### solutions and services ### unique value creation Spirent has forged strong relationships with its customers over many decades. We have a deep understanding of Spirent provides expert guidance and award- our customers’ business and technical challenges, and winning test and assurance methodologies that help work with them as trusted partners in the development our customers overcome the challenges of a fast of their products and infrastructure. Our solutions and approaching future. services address new technologies as they constantly DEVELOP – We reduce time and cost to develop, secure evolve to meet the rapidly-changing demands for data and launch new products, services and networks. and communication. DEPLOY – We assure all the components work together We have strong customer, segment and geographic before new products and services go live, in the face of revenue diversity. Each year, our two operating increasing complexity. segments serve in excess of 1,200 customers across at least 50 countries: OPERATE – We improve network performance and customer experience while radically reducing operating costs. Lifecycle Service Assurance » See pages 22 and 23 for more detail Driving our deep expertise in cutting-edge technologies gained in the lab into active test and assurance ### solutions that automate service turn-up, monitoring FuturePositive and troubleshooting of live 5G, LTE, Ethernet, SD-WAN We are committed to embedding the highest standards and Cloud networks. World leaders in pre-deployment of environmental management, social practices and testing of Wi-Fi and 5G mobile core networks. governance into our operations, products and across our supply chain, focused on: Networks & Security • sustainability governance; • energy and climate change; Performance and security testing solutions to accelerate the development and validation of new • circular economy; equipment, networks and applications for Cloud and • customer sustainability solutions; mobile. World leaders in high-speed Ethernet and Global Navigation Satellite System (GNSS) test. • great place to work; and • community investment. » See page 44 to 51 for more detail » See pages 34 to 41 for more detail ### Robust operating model In pursuit of Operational Excellence, we are constantly optimising our operating model to provide resilience through challenging business environments by: • continuing investments in R&D to maintain and expand our technology leadership; • optimising go-to-market for solutions and services; • developing our connected and engaged workforce; • improving processes to support growth; • maintaining our supply chain excellence; and • maintaining our robust balance sheet. 7Spirent Communications plc Annual Report 2021 STRATEGIC REPORT Chief Executive Officer's review # Gaining momentum ![img-2.jpeg](img-2.jpeg) 2021 has been a year of strategic growth and increasing momentum here at Spirent. Despite the continued disruptions caused by COVID-19, we continued to adapt, innovate and win. The team at Spirent has been beyond inspiring – never losing focus on our unwavering support to our customers. ## Market overview Spirent is the partner helping our customers deliver on their promises for the next generation of technology. By leveraging Spirent's expertise, our customers can accelerate time to market, reduce complexity and cost, optimise user experience, and bolster cybersecurity defences. Our key market drivers remain strong – with 5G being the dominant, enduring force. In 2021, Spirent maintained our 5G leadership, working across the lifecycle to test, assure and automate networks. We are leveraging our industry-leading position as the pre-eminent core network testing supplier to add value in many other adjacencies as our customers continue to deploy and manage 5G. ## Strategy In order to realise our ambition to be the global leader and trusted partner for innovative technology test and assurance solutions, we are focused on three strategic priorities: Customer Centricity, Innovation for Growth and Operational Excellence. ## Customer Centricity Our focus on solutions-based selling to solve bigger problems for our customers proved successful in 2021. A continued shift from selling features and functions to selling outcomes and value resulted in larger deal sizes. Our deep relationships and trusted partnerships with our customers propelled us forward – we successfully grew further into our existing customers while expanding into new segments and markets. We supported over 1,200 customers across more than 50 countries in 2021, including over 300 new customers. Spirent has a diversified customer base, with no single customer accounting for more than 10 per cent of total revenue in 2021. Spirent continued to work in a mostly remote environment while staying closely connected with customers. Our marketing team enhanced our digital presence and brand recognition, including doubling our press coverage this year. We were even trending on Twitter for the first time! Our key account programme continues to deliver great success. These accounts enable us to move from transactional buying centres into ones with broader business impact. We continued to invest in and expand this programme, adding new strategic accounts to the model. Hyperscalers were a key focus for us this year and the team dedicated to selling in those accounts delivered great results with much potential remaining. ### Revenue **$576.0m ↑ 10.3%** ### Orderbook **$269.8m ↑ 30.3%** 8 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT With our solutions-based selling and continued push to increasing software and services, Spirent is successfully decreasing cyclicality. Our growing orderbook is concrete evidence that this strategy is working, and we are building visibility into our future. We are winning and delivering large-scale services, including Test-as-a-Service and Lab-as-a-Service. These landmark solutions are increasing the size of our deals and enabling us to strategically partner with customers to automate, validate and optimise their networks. In 2021 we also secured a material increase in the number of multi-year support contracts. The closing orderbook at the end of 2021 was $269.8 million which was a 30 per cent growth on the prior year, of which 20 per cent of this orderbook is for delivery beyond 2022, thereby increasing forward visibility. ### Innovation for Growth As a global leader in test and assurance, it is vital that we invest to stay ahead on key emerging technologies. To maintain our leadership in key areas, we again invested 20 per cent of revenue in research and development in 2021. We continue to invest for the future, extending our thought leadership in key growth areas. With 5G still accelerating, Spirent successfully secured over 800 5G-related wins and continues to be well positioned for sustainable 5G-driven growth. Other key growth markets include O-RAN and SD-WAN. We are innovating our products to expand our addressable markets and make our solutions even easier to use. Leveraging our broad portfolio and leadership in 5G core networks, we are addressing the test and assurance needs of complex, multi-vendor 5G networks with a powerful, simple-to-use active assurance solution that provides end-to-end visibility, automated troubleshooting and proactive analytics. This enables us to take a leadership role in addressing the full lifecycle of 5G technology, networks and services, from the lab through pre-production to live production networks. In recognition of our continued leadership, we were given many awards this year, including the Fierce Telecom Innovation Award and the BIG Innovation Award for 5G. ### Operational Excellence Our dedication to Operational Excellence was a key differentiator during this pandemic. Despite a recent difficult environment, our supply chain team continued to deliver for our customers. They expertly navigated material shortages and extended lead times to successfully source and ship products, expanding our critical component supplier base where appropriate. The geopolitical landscape remained turbulent with US/China challenges. We also navigated regulatory changes and continued to work closely with our customers to ensure seamless continuity. These conditions all look set to continue through 2022 so we will continue to manage these risks as carefully as we did throughout 2021. We continue to maintain a strong balance sheet with $174.8 million of cash and no bank debt. As we focus on sustainable, profitable growth, we are improving and organising our business to support our positive momentum. In early 2021, we made some organisational changes to build an even stronger foundation for scale – breaking down barriers, better enabling solution selling and focusing on leading-edge technology. To accelerate the momentum built in 2020, as previously announced, we combined our Connected Devices business unit into our Lifecycle Service Assurance business. In addition, we created an office of the CTO (Chief Technology Officer) to drive effective investment across our technical portfolio and guide us in developing solutions for our customers in existing and emerging markets. In addition to investing in innovation, we remain invested in our people. We worked with an external party to help develop our diversity, equity and inclusion strategy. The new strategy sets out clear, meaningful ambitions for us to focus on over the next few years. In 2021, we established partnerships in the US with two Historically Black Universities and with the Society of Women Engineers to expand our hiring pools. A new internal communications programme, Spirent Celebrates, was launched to highlight the different cultures, holidays, events and charitable causes we celebrate around Spirent. Sustainability and corporate responsibility are essential to the success of our business. Our FuturePositive programme tracks our progress in the areas of Products, People, Procurement and Property. I am proud of the significant strides we have made in reducing our carbon footprint and helping our customers do the same. We were pleased to see our improved A-score from the Carbon Disclosure Programme in 2021, and are delighted that we were able to exceed our energy reduction and our Scope 1 & 2 carbon emissions targets in 2021. We also made important strides in seeking to build a more diverse workforce. You can read more about this great work on page 38. We will continue evaluating and rationalising our portfolio to meet the needs of our customers. We will look to grow our portfolio both organically and inorganically to keep pace with those objectives and the markets that we serve. ### Capital allocation Our continued effective financial management has delivered another year of strong free cash flow and despite COVID-19 our balance sheet remains robust and working capital remains very efficient. Our ability to deliver strong cash conversion allows us to implement our capital allocation policy as we have previously stated, which is to continue to invest in R&D to maintain our leading market positions, and to support our growth agenda with inorganic investments where we see opportunities that support our strategic growth plans, whilst still maintaining a sensible level of cash. In March 2021, we acquired octoScope, a US-based technology company that provides market-leading Wi-Fi test solutions to the wireless industry, as the need for reliable and secure Wi-Fi became so critical in today's remote working environment. This acquisition supported our strategy of sustainable, profitable growth by establishing Spirent as the market leader in the expanding Wi-Fi space and adding to our 5G solution portfolio. The teams have integrated well together and are working to bring combined solutions to market in 2022. **Eric Updyke** **Chief Executive Officer** 10 March 2022 Spirent Communications plc Annual Report 2021 9 STRATEGIC REPORT ## Our culture ## A positive culture is key ## to the way we work Spirent is proud of our strong culture of engaged employees. Our people are the key to our success. ### The way we work Recruiting, developing and mentoring talent in action Our values listed below exemplify the way that Spirent teams work. During the pandemic, we also rolled out permanent flexible and remote working for the majority of our employees. This helps with employee satisfaction and broadens the talent pool we can attract. ### Measuring our engagement Twice a year we survey our global employee base to measure engagement and identify areas for improvement. We are proud of the high level of engagement in our workforce. Our employees find meaning in their co-worker relationships and shared values. We consistently receive high scores in autonomy, feedback and fairness. In 2021, we launched a new sales development programme to attract, recruit and retain early career talent. This programme aims to provide 18-24 months of functional development with defined career pathways. In addition, we established talent acquisition partnerships ## We are proud of the high level of with the Society of Women Engineers and Morgan State ## engagement in our workforce. University. These relationships provide us access to a pipeline of recently educated and trained individuals ## Our employees find meaning in ready to learn the business and help us continue ## their co-worker relationships and the Company’s growth and financial prosperity. The connections exemplify our efforts in recruiting diverse ## shared values. We consistently individuals with the knowledge, skills and abilities to enter ## receive high scores in autonomy, our workplace. ## feedback and fairness.” ### Our values Join forces Find a better way Play to win Inspire, challenge Take ownership Collaborate with Create new Aim high and win and coach Embrace customers, partners possibilities and make responsibly Enable and empower responsibility and and employees to change happen our people seek to deliver impact drive success wherever you go 10 Spirent Communications plc Annual Report 2021 ### Diversity and inclusion strategy STRATEGIC REPORT Improved internal communications in action 2021 priorities External benchmarking We worked with an external party to objectively evaluate our Company. Based on that feedback, we created an actionable plan to improve our diversity, equity and inclusion practices. Enhancing family friendly benefits We launched our enhanced family friendly benefits package just in time for 2022. This includes new caregiver/eldercare leave to care for family members, extended bereavement leave, and extended parental leave for both primary and secondary caregivers. Diverse interview slates We updated our job post language to be more inclusive and broadened where we post our open roles. All recruiting intake The need to stay connected while apart continued to calls now include a conversation about diversity, equity and drive improvements in our internal communications. inclusion and why it is important to Spirent. We hold a variety of information-sharing forums Inclusiveness training quarterly with targeted audiences including: We rolled out new mandatory inclusiveness training for all our • Management Matters – a forum to share important employees. The curriculum includes five courses including: information with and hear from all our people managers; Workplace Diversity, Equity and Inclusion (DEI) in Action; Moving from Bias to Inclusion in a DEI Journey; Recognising and • CEO Townhalls – webinars featuring a strategic update Addressing Micro-behaviours in the Workplace; Adopting an from our CEO, recognition for outstanding employee Inclusion Mindset at Work; and Becoming a DEI Ally and Agent contributions, updates from leaders around the for Change. Company and a live question and answer session; and Celebrating diversity • Leadership Updates – a deep-dive from rotating We launched Spirent Celebrates – a programme that leaders to share what’s happening in their organisation celebrates the diversity of our employees around the world. with the broader Spirent employee base. In 2021, we interviewed individuals on how they celebrate various holidays and we highlighted important events such as the 2021 Olympics. We hosted an international pumpkin carving contest for Halloween and a photo contest for Pride Month. We encouraged leadership involvement in our events and will continue to expand this programme going forward. » See pages 34 to 41 for more detail Diversity and inclusion in action ### Celebrating International Women in Engineering Day Bing Yuan Esther Anyaegbu Deepthi Nandakumar Senior Product Specialist Senior Staff Systems Engineer Staff Engineer “Don’t be slowed down by those “I was hooked on engineering from “I have always enjoyed maths and who say engineering is not a role for a young age. I would spend hours hav e a real affinity for problem women. If you remain ever curious, on end solving problems and doing solving. For me, engineering taps into you will thrive!” engineering projects with my dad.” all that I love!” » Read our Sustainability Report here: corporate.spirent.com/sustainability/sustainability-reports 11Spirent Communications plc Annual Report 2021 STRATEGIC REPORT Our markets # Making complex technologies work in an age of accelerating change Spirent continues to prioritise investments that sustain and expand its leadership in such key technologies and markets as 5G, Cloud and automation. We are focused on deepening and expanding our partnership with our customers as we help them address their larger business problems with innovative solutions and services, enabling them to keep their promise to their customers. We are building on our leadership in lab-based testing while expanding rapidly into our customers' operational networks and addressing their security challenges. We are applying our industry-leading expertise to key emerging areas, such as the expansion of 5G beyond consumer markets, new cybersecurity architectures driven by evolved ways of working, and the expansion of Cloud to the network edge. New markets provide us with fresh opportunities to grow and to build additional recurring revenue streams that support sustainable, profitable growth. ## 5G's race to revenue **Market driver:** As 5G global deployments accelerate, increased competition between traditional service providers and new entrants is intensifying focus on new revenue opportunities in lucrative enterprise and industrial markets. New ecosystem partnerships with public Cloud providers and "open" initiatives in core and radio access networks are driving an increasingly diverse supply chain that provides agile solutions to service 5G's expansion beyond consumer markets. **Opportunities for Spirent:** Complex and continuously evolving 5G networks, expanding ecosystem partnerships with public Cloud providers, and new vendor entrants, as well as a heightened focus on network agility and performance to establish market differentiation, create a wide range of new testing, automation, security and service assurance opportunities. **Our response:** Spirent provides one of the industry's broadest and most innovative solution portfolios for 5G testing and automated assurance, from the mobile core to the radio access network to the end-user device. We enable our customers to achieve faster time to market and superior quality, safely accelerating technology development in the lab, while ensuring their new products and services continuously perform out in the real world. Mobile subscriptions by technology (billion)¹ ![img-3.jpeg](img-3.jpeg) " As 5G global deployments accelerate, we enable our customers to achieve faster time to market and superior quality, while ensuring their new products and services continuously perform out in the real world." 4.4bn 5G subscriptions are forecast to reach 4.4 billion in 2027¹ Note 1. Ericsson Mobility Report (November 2021). 12 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Pandemic accelerating digital transformation **Market driver:** The pandemic is leaving its mark on the way we work, with many enterprises adopting a hybrid working model for their employees, blending work from home with variable time in the office. This dramatic shift, coupled with increasing reliance on Cloud services, has resulted in an urgent focus on a new cybersecurity architecture – secure access service edge (SASE), adoption of which is projected to grow rapidly over the next three to five years. **Opportunities for Spirent:** Supporting the rapid adoption of a new security architecture necessitates a blended network and security testing methodology that leverages Spirent’s core strengths and platforms. Managed service providers (MSPs) need multi-vendor, multi-layer and multi-platform testing solutions to mitigate security risks, accelerate testing and reduce total cost of ownership in a multi-Cloud environment. **Our response:** Spirent is leveraging its software-defined wide area network (SD-WAN) market leadership to enable MSPs and managed security service providers (MSSPs) to validate security efficacy, assure end-to-end application experience, and offer managed security service level agreements (SLAs). Spirent offers the broadest set of SD-WAN and SASE solutions, built on our hyper-realistic traffic scenarios and strong network test and assurance track record. ### Security in the network Cloud market opportunity, 2020–2026 ![img-4.jpeg](img-4.jpeg) Source: Appledore Research Forecast: Security in the Network Cloud (October 2020). ## The Cloud comes to the network edge ### Public network edge Cloud market size, worldwide, 2020–2025 ![img-5.jpeg](img-5.jpeg) Source: Appledore Research Forecast: Network Edge Cloud Opportunity (March 2020). **Market driver:** From augmented reality to industrial control systems, many applications cannot deliver a positive user experience unless processing is performed close to the user as opposed to centrally. For other applications, it is more cost efficient, reliable and secure to process data (e.g. video) locally rather than backhaul it to a central location. For these reasons and more, the Cloud is expanding from large, centralised data centers to locations closer to the user. **Opportunities for Spirent:** Ensuring interoperability to run applications on all forms of Cloud (public, private, telco) was already a challenge, and as the number of Cloud players grows this becomes even more critical. The capability to differentiate application issues from underlying Cloud issues on an ongoing basis becomes essential to a quality user experience, especially in latency-sensitive applications. **Our response:** Spirent is providing solutions that support testing of applications running on different Clouds under a wide range of conditions, and to test the performance and scale of the underlying Cloud. This allows administrators to establish firm SLAs between the applications and the underlying distributed Cloud, and then to instrument and measure compliance to this SLA to establish responsibility for any performance degradation. Spirent Communications plc Annual Report 2021 13 STRATEGIC REPORT ## Spotlight on 5G ### Safely accelerating 5G Despite a global pandemic, the 5G market continues to accelerate as hundreds of global operators invest in spectrum licences and expand their national rollouts. This first wave of 5G has been primarily focused on delivering enhanced mobile broadband services and faster speeds for consumers through fixed wireless access (FWA) and 5G-enabled smartphones. These fledgling offerings are starting to bear fruit, with pacesetting 5G operators seeing demand for increased bandwidth on their 5G networks and growth in average revenue per user (ARPU). These operators are learning how to optimise and operate a challenging new technology before incrementally enhancing the features and capabilities that will unlock lucrative new opportunities across enterprise markets. The second wave of 5G growth will be characterised by operators’ ability to clearly differentiate, while providing compelling offerings that will help enterprise and industry safely accelerate their digital transformation ambitions. Lifecycle Service Assurance — ### Assuring 5G performance ### and reliability As more 5G networks go live and are dependent on the Cloud, carrier focus naturally shifts towards guaranteeing performance. Coupled with the new unpredictability introduced by 5G’s many dynamic components, software releases, edge Cloud deployments and diverse vendor ecosystem, there is growing demand for network automation and continuous test and assurance across the 5G ecosystem and lifecycle. Spirent’s 5G automated assurance solutions proactively test the network in the background to rapidly identify and isolate issues before customers are impacted, while continuously testing to encompass multiple ongoing software releases from multiple vendors, helping carriers realise agility, cost efficiencies and performance efficacy. Spirent’s global leadership in 5G Core testing, automation and the cloudification of the network was showcased in 2021 with multiple engagements involving operators collaborating with the public Cloud. For example, Spirent’s 5G Core Automation Package and Services are helping US operator DISH Network become the world’s first operator to fully deploy its 5G network on the public Cloud with Amazon Web Services (AWS). 14 Spirent Communications plc Annual Report 2021 ### 5G and the enterprise STRATEGIC REPORT ## $126bn While 5G is still in its infancy, with less than a quarter of global operators having launched a 5G service, pacesetting operators Forecasted 5G network infrastructure spend 1 are already preparing networks and business offerings to between 2022-25 engage in lucrative enterprise markets. Over the next 12 to 18 months, these leaders will move rapidly to the “full” version of 5G (standalone 5G) in pursuit of agility and differentiation, ## 189 while incrementally adding new capabilities required to service the demanding use cases of industry and enterprise. Commercial 5G launches across 74 countries 2 (December 2021) Collaboration between operators and Cloud Hyperscalers will continue to grow as carriers augment their 5G offerings with public and private edge services. Initiatives around “open” radio access networks and network automation will continue ## >20,000 to gain momentum as the industry strives for greater vendor 3 Private 5G/LTE networks by 2026 diversification, agility and efficiency. Spirent’s 5G strategy is well aligned to support this race. Sources 1. Omdia (December 2021). An acknowledged industry leader in 5G core and transport 2. Global Mobile Suppliers Association (GSA) (December 2021). network testing, offering innovative solutions such as 3. Analysis Mason (March 2021). automated assurance and the 5G network Digital Twin together with flexible, customer-centric business models such as Test-as-a-Service (TaaS), Spirent is helping its customers accelerate their time to market and optimise the economics of realising 5G. | Networks & Security | Managed Solutions | | --- | --- | | — | — | | Safely accelerating time to market | Delivering critical 5G test and | ### assurance as a service The ongoing deployment of 5G highlights its dependency 5G networks are more dynamic and in a constant state on a high-capacity, tightly synchronised, low-latency of change and elasticity. Operational risk heightens as and secure transport network capable of supporting networks are virtualised and moved to the Cloud, while the massive scale of a disaggregated 5G network with vendor diversity disrupts the historical safety net of a few thousands more cell sites, new edge locations and an trusted suppliers. This increased complexity, coupled with array of geographically distributed data centres, which velocity and volume of new software releases, inconsistent is driving the evolution of secure, multi-speed network tools and methodologies and a lack of in-house subject elements that support advanced networking capabilities. matter expertise, presents major challenges. As an industry leader in transport network test solutions, Managed Solutions such as Spirent’s vendor-neutral Spirent has been helping the industry safely accelerate Test-as-a-Service (TaaS) help to address these time to market while enabling our customers to challenges. By offering its unparalleled subject matter benefit from the new work-from-anywhere normal expertise, tools and methodologies as a service, Spirent by automating complex lab testing processes while is enabling an innovation pipeline between development future-proofing network scalability and the evolution to and operations to help organisations deal with the flux edge Clouds and Open RAN. A trusted partner to our of changes and deliver on the business promise of agility customers, we help deliver the robust transport networks and innovation. needed to access lucrative new 5G-enabled industrial Our leadership in TaaS and position as a trusted neutral and enterprise market opportunities. partner were showcased in an engagement with one of Spirent’s leadership in high-speed Ethernet testing was the world’s largest 5G service providers during 2021, as showcased in the world’s largest 5G market, validating Spirent’s network benchmarking service was utilised in multi-speed network equipment from an array of 100+ national markets to help evaluate the performance vendors needed to support the aggressive nationwide of new 5G video and gaming services, key to the deployment of 5G cell sites. customer’s 5G monetisation strategy. 15Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Our strategic priorities ## CUST MER ## CENTRICITY 16 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ### What we achieved Our focus on solutions-based selling to solve ## Our solutions help our bigger problems for our customers proved ## customers assure they can successful in 2021. We further shifted from selling features and functions to selling outcomes and ## fulfil their promises, helping value, resulting in larger deal sizes. ## them gain clarity in the face of Our key account programme continues to deliver ## complexities. And that is our great success. These accounts enable us to move from transactional buying centres into ones with ## brand: Promise. Assured.” broader business impact. We continued to invest in and expand this programme, adding new strategic - Eric Updyke, Chief Executive Officer accounts to the model. Hyperscalers were a key focus for us this year and the team dedicated to selling in those accounts delivered great results. We expanded our share of wallet with existing customers while adding new logos and expanding our geographic footprint. ### Priorities for 2022 • Continue to grow share of wallet with existing customers. • Continue winning new customers and gaining market share. • Leverage our landmark services wins to win more strategic services deals. • Continue our pivot to digital marketing as part of our overall go-to-market transformation. • Continue to develop live network solutions to meet our customers’ increasing demands. • Focus on expanding our addressable markets and making our solutions even more easy to use. • Exploit enterprise opportunities as more private 5G networks get deployed. ## 50+ countries served in 2021 17Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Our strategic priorities continued ## INN VATION ## FOR GROWTH 18 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ### What we achieved We continued to invest in our future growth, including ## As a global leader in technology R&D, key talent and business model innovation. ## test and assurance, we continue With a solutions-based selling mindset, we ## to invest to stay ahead on key continued innovating to address changing customer needs. Our services portfolio delivered ## emerging technologies.” landmark deals and we continued to grow our offerings in a remote environment. We continued - Eric Updyke, Chief Executive Officer to move fast and deliver – including being first to market with a solution for the latest generation of high-speed Ethernet, 800G. ### Priorities for 2022 • Invest in our services delivery capability and increase software content in our solutions. • Key areas for investment: operational assurance, Cloud, PNT assurance, Wi-Fi 6 and 6E, 800G, SD-WAN and Managed Solutions, and O-RAN. ## $113.3m invested in research and development in 2021 ## 20% of revenue 19Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Our strategic priorities continued ## OPERATI NAL ## EXCELLENCE ## Our operational strength ## continued to prove resilient ## with strong cash generation ## and excellent supply chain ## management in a difficult ## environment.” - Eric Updyke, Chief Executive Officer 20 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ### What we achieved 2021 saw continued success in cash generation and a strong balance sheet, with $174.8 million of cash. We improved our adjusted operating margin by 0.8 percentage points to 20.6 per cent. We continued to invest in our people and launched our new diversity, equity and inclusion strategy. Our supply chain was tested by the global stress on logistics and proved resilient. This was a key differentiator for us as we were able to continue delivering solutions when many others could not. We continued to invest in enhancing our sales team – including hiring new members and developing our existing team. We strategically expanded our successful key account management programme. We successfully acquired and integrated octoScope to solidify our leadership position in Wi-Fi test and assurance. octoScope is now fully part of the Spirent family and we are working to leverage our combined innovation to better serve our customers. We implemented a global R&D engineering facility plan which will consolidate sites and enhance flexibility to serve our global customers. ### Priorities for 2022 • Continue to review our portfolio, with a view to growing it both organically and inorganically to align with our strategic objectives and our markets. • Drive towards our sustainability and ESG objectives to continue being a responsible corporate citizen. • Implement the 2022 objectives of our diversity, equity and inclusion strategy. • Continue to invest in our IT infrastructure to support our growth. • Continue to maintain a strong balance sheet to ensure strategic flexibility and long-term viability. ## $91.9m 1 free cash flow ## 20.6% 2 adjusted operating margin Notes 1. Cash flow generated from operations, less tax and net capital expenditure, after interest paid and/or received, payment of lease liabilities, finance lease payments received and excluding acquisition related other adjusting items and one-off contributions to the UK pension scheme. 2. Adjusted operating profit as a percentage of revenue in the period. 21Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Our business model ## Delivering value in an age ## of accelerating change In the face of accelerating change and rapidly increasing technological complexity, our customers need to bring new offerings to market faster than ever while keeping costs in check. We partner with our customers to deliver unprecedented agility, efficiency and security as they develop, deploy and operate innovative products and services. t i m e t o m a r t e k e t r a l e c e c A ### Using our ### resources ### V E L O P ### E ### effectively D Financial strength To invest in research and development Intellectual property Harden Protected IP and patents y t security i x Organisation capital defences e l ### Unique systems O p ### Y ### and processes P m ### O O o ### E c ### L ### p R ### Human capital P d ### t A ### i E n m ### Talented and T a ### i E D s t driven workforce e s o u c s Social capital e e r c e u Strong partnerships with x d p e customers and suppliers e R r i e n c e 22 Spirent Communications plc Annual Report 2021 ### Lifecycle needs Spirent value STRATEGIC REPORT DEVELOP Our unique value creation As new standards in telephony, Cloud, Accelerate time to market networking, satellites and IoT emerge, Spirent’s Digital Twins accurately we are already talking about their emulate real-world environments replacements just a few years down the Bring new to validate networks, positioning road. In this era of rapidly accelerating technology and security systems in controlled, change, our customers urgently need to releases to repeatable conditions. Turnkey transition away from legacy innovation market in weeks, automated test suites radically practices that require months or even not months accelerate testing, enabling service years for major releases. To compete providers and their vendors to shift effectively, they must migrate to a more to agile releases that take weeks, agile, highly automated approach that not months. delivers a steady flow of releases every four to six weeks. Reduce cost and complexity Spirent does not just automate Manage testing; we partner with our DEPLOY vendors to keep customers to create collaborative costs and rising testing environments. Our position This era of accelerating change is driven deployment as a trusted, independent test and by exciting new use cases such as edge complexity assurance expert enables us to Cloud, Industry 4.0, drone delivery in check deliver certification and validation and telemedicine. The technologies solutions for use by entire vendor underpinning these new use cases bring ecosystems, reducing the impact of more than increased development surging complexity. complexity; they also come with more technology layers, more interconnectivity and a slew of new vendors. Service providers and their expanded vendor Optimise user experience ecosystems need new techniques and Spirent solutions don’t wait for systems that help them collaborate more problems to happen – they effectively to ensure complex products and Rapidly find, mimic end-user voice, video and services work before being launched. pinpoint and fix data traffic to constantly scan issues before the end-to-end network. This end-users are proactive approach to monitoring impacted identifies problems faster, avoiding costly service level penalties and OPERATE reducing the time to resolution, saving millions in troubleshooting The next generation of networks are built to and care costs. dynamically adapt to new environmental conditions and customer needs. The configuration of these networks will change far too rapidly for traditional reactive and Keep users happy and safe manual troubleshooting. Service providers Security and performance are are now adopting proactive, automated inextricably tied together. Applying approaches to ensure issues can be Understand how every possible security protocol can detected and resolved before customers security settings dramatically degrade end-user are impacted. impact user experiences. Spirent solutions experience help our customers evaluate the impact of security postures on performance to find the right balance for specific services and applications. 23Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Key performance indicators ## Strategy in action – ## continued growth Spirent’s strategy focuses on medium to long-term growth and therefore its achievement cannot be measured by just looking at performance in 2021 compared to the prior year; trends over a number of years must also be considered. Executive Director remuneration is linked to certain financial, strategic and operational key performance indicators (KPIs) with further information available in the Report on Directors’ Remuneration on pages 90 to 118. | | 1 | | | 2 | | 3 | | --- | --- | --- | --- | --- | --- | --- | | Book to bill | | Revenue | Adjusted operating profit | | Adjusted operating margin | | | Ratio | | $ million | $ million | | % | | | 111 | | $576.0m | $118.5m | | 20.6% | | 111 106 20.6 98 99 103 118.5 19.8 576.0 18.4 | | | 522.4 | | 103.5 | | | --- | --- | --- | --- | --- | --- | | | 503.6 | | | | 16.2 | | 476.9 | | | 92.9 | | | 454.8 77.1 13.0 58.9 | 17 17 17 17 | 18 18 18 18 | 19 19 19 19 | 20 20 20 20 | 21 | | | 21 | | 21 | | 21 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Reason for measurement | | | | | Reason for measurement | | | Reason for measurement | | Reason for measurement | | | | The ratio of orders booked | | | | | Spirent monitors growth in | | | Adjusted operating profit | | Adjusted operating margin | | | | to revenue recognised is a | | | | | revenue as this shows how | | | is the measure used | | is a measure of the Group’s | | | | measure of the visibility of | | | | | successful Spirent has been | | | to evaluate the overall | | profitability. Spirent operates | | | | future revenues at current | | | | | in expanding its markets and | | | performance of the Group | | in markets which have high | | | | levels of activity and | | | | | growing its customer base. | | | as well as each of the | | operating returns and strives | | | | provides an indication of the | | | | | | | | operating segments. | | to achieve best-in-class | | | | underlying trend in Spirent’s | | | | | | | | | | operating margin compared | | | | future revenue stream. | | | | | | | | | | with its peers. | | | | Performance | | | | | Performance | | | Performance | | Performance | | | | Order intake was greater | | | | | 10.3 per cent revenue | | | Adjusted operating profit | | The increase in adjusted | | | | than revenue in the year | | | | | increase in 2021 (6.8 per cent | | | increased by 14.5 per cent | | operating margin to 20.6 per | | | | | | | | | | 6 | | | | | | 6 | | resulting in a book to bill | | | | | organic | ), following a 3.7 | | to $118.5 million (9.5 per cent | | cent (20.3 per cent organic | | ), | 6 | ratio of 111 as we continue | per cent increase in 2020. | and $113.3 million organic | ), | from 19.8 per cent in 2020, | | --- | --- | --- | --- | --- | | to win larger, longer-term | 5G continues to be a strong | from $103.5 million in 2020, | | reflects a combination | | contracts that improve | driver of growth across our | as a result of revenue | | of revenue growth and | | revenue visibility and build | solution portfolio. | growth and effective | | continued cost management. | | repeatable business. | | cost management. | | | Relevance to strategy Relevance to strategy Relevance to strategy Relevance to strategy The book to bill ratio is an Revenue demonstrates Adjusted operating profit Adjusted operating margin is indicator of the underpin to the effectiveness of our indicates our financial a measure of how successful future revenue and whether strategy: our success in strength and our ability to we are in our overall strategy activity levels are rising or expanding our markets both invest in the business for and demonstrates our ability slowing, and therefore how organically and through future growth. to improve profitability effective we have been in the acquisition; maintaining through efficient operations execution of our strategy. technology leadership; and whilst being mindful of the our strong relationships with need to invest for the future. our customers, all of which ensure that we continue to win and maintain business. 24 Spirent Communications plc Annual Report 2021 Notes STRATEGIC REPORT 1. Ratio of orders booked to revenue recognised in the period. 2. Before acquired intangible asset amortisation, share-based payment and other adjusting items amounting to $14.3 million in total (2020 $7.8 million). 3. Adjusted operating profit as a percentage of revenue in the period. 4. Adjusted basic earnings per share is based on adjusted earnings as set out in note 11 of Notes to the full year consolidated financial statements. 5. Cash flow generated from operations, less tax and net capital expenditure, after interest paid and/or received, payment of lease liabilities, finance lease payments received and excluding acquisition related other adjusting items and one-off contributions to the UK pension scheme. 6. Excluding the impact of acquisitions. Items with notes 1 to 5 above are non-GAAP alternative performance measures; see pages 204 and 205 for more detail. | Adjusted basic earnings | | Product development spend | | | | | --- | --- | --- | --- | --- | --- | | | 4 | | | | 5 | | per share | (EPS) | as a percentage of revenue | Voluntary employee turnover | Free cash flow | | | Cents | | % | % | $ million | | | 16.59¢ | | 19.7% | 7.2% | $91.9m | | 7.9 7.6 22.6 7.4 16.59 7.2 102.6 100.1 20.3 19.7 19.7 6.7 91.9 19.2 14.68 13.40 10.86 56.4 50.9 7.55 | | 20 20 20 2019 19 19 1918 18 18 1817 17 17 17 | 21 | | 21 | | 21 | | 21 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Reason for measurement | | | Reason for measurement | | Reason for measurement | | Reason for measurement | | | Long-term growth in adjusted | | | To maintain its competitive | | Spirent’s success is | | Free cash flow is a measure | | | basic EPS is a fundamental | | | position, Spirent must invest | | dependent on its talented | | of the quality of Spirent’s | | | driver to increasing | | | at suitable levels to support | | employees and retaining | | earnings. The aim is to | | | shareholder value. | | | further organic growth | | them is extremely important. | | achieve a high conversion | | | | | | initiatives in line with the | | Voluntary employee turnover | | of earnings into cash. | | | | | | strategic objectives, whilst | | compared to the industry | | | | | | | | driving improved productivity | | average is the measure used | | | | | | | | and effectiveness. | | to assess how well the Group | | | | has performed. | Performance | Performance | Performance | Performance | | --- | --- | --- | --- | | Spirent aims to achieve | In 2021, product | Our 2021 voluntary | Free cash flow in 2021 was | | growth in adjusted basic | development spend of 19.7 | turnover rate of 7.2 per cent | strong at $91.9 million, | | EPS. Part of the Executive | per cent of revenue was flat | remains well below the | driven by continued | | Directors’ remuneration is | in comparison to 2020 (19.7 | global industry average of | effective working capital | | dependent on achieving EPS | per cent). The spend grew | 13.8 per cent. | management. Free cash | | targets. In 2021, adjusted | in absolute terms to $113.3 | | flow conversion for 2021 | | basic EPS grew 13 per cent | million (2020 $103.1 million). | | was 91 per cent of adjusted | | as a result of the increase in | | | earnings (2020 115 per cent) | | adjusted earnings. | | | simply due to phasing of | revenue growth. Relevance to strategy Relevance to strategy Relevance to strategy Relevance to strategy Adjusted basic earnings per It is critical that Spirent’s We cannot avoid the fact Having strong free cash flow share is a measure of how product development that some of our employees reflects Spirent’s ability to successful we are in our investment keeps pace will move on but we can generate funds for future strategy and ultimately how with the speed of change avoid a skills shortage by investment. It provides Spirent increases value for in technology, and that it appropriately managing, financial strength and its shareholders. is directed at the right key recognising and rewarding flexibility and the ability to technology areas; this enables our people. Voluntary pay sustainable dividends us to expand our markets and employee turnover is a to our shareholders. to maintain our technology measure of how successful leadership position. Spirent is in its strategy of retaining and investing in its people. 25Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Strategy in action 26 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Cloud-native 5G ## for DISH wireless When DISH Network (DISH) declared its ambition to be the first telecom company to run its service on the public Cloud, it identified that an essential element of its network strategy would be the ability to automatically, virtually and in parallel ## Spirent provides the testing test new 5G standalone services, slices and software updates ## functionality and experience in the Cloud. To achieve this, DISH turned to Spirent for its market-leading ## we need to ensure positive 5G expertise and years of experience in global 5G ecosystems ## customer experiences. And to build a test and validation solution for its first-of-its-kind 5G network. Leveraging Spirent’s partnership with Amazon Web ## as a leader in 5G testing and Services (AWS) and utilising its proven test methodologies and ## automation, Spirent offers us solutions – including the new award-winning Landslide 5G Core Automation Package – Spirent is able to provide DISH ## the security and confidence to with vendor-neutral validation, services and support. This ## introduce our state-of-the-art enables DISH to test and validate with confidence to assure 5G core readiness for live operation. ## 5G network into the market.” With access to Spirent’s library of automated compliance, – Marc Rouanne, capacity and performance test suites, as well as test Chief Network Officer – DISH Wireless cases, DISH can verify 5G functionality, measure system performance and accelerate deployment activities. “As we deploy our Cloud-native 5G network, we’re looking forward to seeing the transformation of how organisations and customers will order and consume 5G services on their own slices and private networks,” said Marc Rouanne, Chief Network Officer, DISH Wireless. Verify real-world performance By automating the testing process, DISH can continuously verify real-world performance and resilience during its network rollout, proving the public Cloud is telco-grade, and scaling up a continuously improving system. Next level agility and speed Automated testing and capabilities are key for DISH to take it to the next level in terms of agility and speed. It sees the software lifecycle and innovation lifecycle as two big differentiators, and Spirent plays an important role in bringing these to DISH. 27Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Stakeholder engagement ## Considering stakeholders ## in key business decisions The Board believes that considering stakeholders when Pages 29 to 31 comprise our Section 172(1) statement and making key business decisions is not just the right thing to do set out how the Board has, in performing its duties over but is fundamental to the Group’s ability to drive sustainable the course of the year, had regard to the matters set out in growth over the longer term. Section 172(1)(a) to (f) of the 2006 Act, giving details of how each key stakeholder has been engaged and considered. Board directors are bound by their duties under the Further information can be found throughout the Strategic Companies Act 2006 (the “2006 Act”), but the principles Report on pages 1 to 65 and in the Board activities section underpinning Section 172 are not only considered at Board of the Governance Report on pages 74 to 76 with examples level, they form part of everything we do as a Company. of how stakeholders were considered in key Board decisions Supported by the Company Secretary & General Counsel, the on pages 75 and 76. Board, management or anyone tasked with preparation of Board materials give consideration to relevant stakeholders in matters requiring decision making, including strategic decisions. 28 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT Workforce We are a people business and our 1,500+ colleagues around 2021 highlights the world are fundamentally linked to the long-term success • Non-executive Directors met with employees based in of our Company. their home geography through hosted sessions with small groups of colleagues (face to face where possible, but also Topics for engagement online), with feedback from engagement sessions reported • Building understanding of our mission, vision, values to Board and Committee discussions and strategy • octoScope employees’ benefits aligned with the rest of the • Ensuring employees understand what is expected of them Spirent Group with training on Group systems, policies and and know how they are contributing to our success procedures • Having quality time with line managers to feel listened to • Enhanced Employee Share Purchase Plan launched across and supported, enabling employees to have the confidence eight countries, reaching 97 per cent of Group employees they have the skills to do their job well and discuss potential training needs for future development • Biannual employee surveys achieved an average response rate of 88 per cent with results indicating that we continue • Making sure that employees feel they belong and can thrive to have a highly engaged workforce How we listen and engage • Management Matters engagement programme launched • Global internal communication and collaboration platforms to support people managers within the business to provide access to information for all colleagues • Enhanced family friendly benefits programme developed • Learning and knowledge sharing opportunities for our for launch across the Group, effective 1 January 2022 technology and sales communities • Employee wellbeing programme refreshed with improved • Biannual colleague engagement surveys to monitor access to employee support ranging from awareness developments in workforce sentiment campaigns to mental health first aid training • Engagement events with global and local management • Working environments transformed to actively encourage representatives, including Non-executive Directors and support flexible working for the majority of our global workforce by 2023 Shareholders Spirent is committed to engaging with our shareholders 2021 highlights through continued transparent and effective communication. • All resolutions passed at 2021 AGM with at least 96 per cent of votes in favour, representing more than 81 per cent of the Topics for engagement issued share capital voting • Financial performance • All Directors attended the 2021 AGM and were available to • Capital management and distributions answer shareholder questions • Sound long-term sustainable strategy • Payment of 2020 Final Dividend and return of $45.9 million • Sound corporate governance and stewardship to shareholders through the payment of a Special Dividend How we listen and engage • Brokers presentations to the Board on market sentiment • Investor roadshows after the Full and Half Year results • Regular reports provided to the Board on investors and • Open door policy with investors: CEO and CFO regularly their feedback meet investors virtually and, when possible, face to face • The Annual General Meeting (AGM) • Corporate website enhanced, articulating the investment story 29Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Stakeholder engagement continued Customers Providing solutions and services to help our customers keep 2021 highlights their promises to their customers. • Launch of award-winning new products and services throughout the COVID-19 pandemic Topics for engagement • Understanding the challenges our customers face • Teaming up with customers to innovate and create leading technology • Developing solutions and services to help our customers to manage the complexity of their devices, networks • Acceleration of our digital-first marketing approach with and services targeted always-on digital marketing campaigns to grow interaction and drive demand • Working collaboratively with customers and their partners • Introduction of an intelligent chatbot experience to How we listen and engage enable 24-hour website one-to-one engagement and • Investment in an agile, collaborative organisation so that enquiry response we can be responsive to customer needs • Expansion of our library of downloadable resources with • Regular client updates and acting on their feedback high-quality, targeted content to share thought leadership • Extension of our thought leadership to stay ahead in key and technological expertise technologies in sustainable growth areas • Extending geographical reach and customer • Delivery of COVID-19-compliant in-person forums, seminars engagement through an ever-expanding social media and events to provide customers with the opportunity for networking programme direct engagement • Extending our key account programme into EMEA and APAC 30 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT The world around us Spirent has a diverse network throughout the world around How we listen and engage us which is critical to the ongoing success of the business, • Participation in environmental reporting surveys ranging from regulators and governments to educational • Enhancement of reporting framework to ensure compliance facilities and our local communities. with TCFD requirements Topics for engagement • Apprenticeship, graduate and work experience schemes, • Being mindful of our environmental impact including launching a corporate career partnership with • Being a responsible corporate citizen Morgan State University • Supporting our local communities through charitable giving 2021 highlights • Carbon emissions reduced at Group sites by • Being a trusted partner to customers around the world 6.5 per cent from 2020 • Providing work experience and early career development • Spirent colleagues participated in two “Step Into Action” programmes challenges, improving their physical and psychological • Engaging with global think tanks and trade associations to wellbeing while raising vital funds for local charities understand research priorities and opportunities, and offer around the world expertise to shape policy and industry positions • Partnering with Historically Black Colleges and Universities • Participating in global thought leadership conferences and and the Society of Women Engineers to encourage roundtable events increasing diversity in the talent pipeline • Active move towards ongoing flexible working to reduce real estate footprint and carbon emissions Suppliers Spirent engages with a number of different suppliers across How we listen and engage the business. • Active management and monitoring of key suppliers and supply chain trends Topics for engagement • Long-term trusted partnerships facilitating real margin • Meetings held with key suppliers improvement • Supplier surveys as an embedded part of the | • Strong working relationships | | procurement process | | --- | --- | --- | | • Collaboration | • Supplier Code of Conduct assessments | | | • Fair contract and payment terms | 2021 highlights | | • Continued supply chain audit programme, auditing • Management of relationships through global supply 18 suppliers chain disruption • Engaged with suppliers on GHG emissions • 72 per cent of suppliers confirmed acceptance of Code of Conduct • Minimised impact of global component shortage 31Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Strategy in action ## Accelerating SD-WAN ## deployments with continuous ## Test-as-a-Service A large European telecommunications provider needed to roll out secured software-defined wide area network (SD-WAN) services for its enterprise customers with the aim of improving quality of service and eliminating potential issues. Requiring ## Working closely with the the capability to implement a diverse array of tests to ## customer, Spirent was able automatically troubleshoot both service and performance- specific issues, it turned to Spirent Test-as-a-Service (TaaS) ## to build and deliver a golden for the solution. ## SD-WAN configuration enabling As a founding member of the MEF, a global industry association of network, Cloud and technology providers, ## the operator to accelerate Spirent is recognised for its expertise in SD-WAN and its ## deployment, and deliver high underlying technologies, and is the exclusive MEF 3.0 SD-WAN Authorized Certification and Test Partner. Leveraging this ## quality and stability, resulting in considerable SD-WAN test expertise, Spirent’s services team ## higher customer satisfaction.” worked closely with the operator to design, develop and deploy a customised TaaS solution that could rapidly uncover – Dave Larson, Chief Technology Officer and the root causes of any customer challenges. General Manager – Cloud & IP Utilising Spirent’s proven test and security technologies including TestCenter and CyberFlood, Spirent TaaS delivers accelerated validation testing for SD-WAN services, optimising network performance and reliability. This ensures improved quality of experience (QoE) for the operator’s enterprise customers by accelerating identification of performance issues before customers are impacted. Roll out services with confidence With Spirent’s solution in place, the operator has the tools it needs to understand what is happening at every level of its network and to troubleshoot specific issues such as inconsistent performance and poor user experience. The automation, consistency and repeatability of the Spirent solution mean reduced costs for the operator and allow it to improve time to market and roll out services with confidence. Improved quality of experience By selecting Spirent’s TaaS, the operator was able to accelerate validation testing of its SD-WAN services, optimise network performance, and improve QoE and reliability for its customers, while realising substantial savings in OPEX expenditures. 32 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT 33Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Sustainability ## Focused on ## FuturePositive FuturePositive is our sustainability programme. Through this programme, we have embedded the highest standards of environmental management, social practices and corporate governance in our business and supply chain, and help our customers tackle important global sustainability challenges. Our sustainability strategy is focused on five key missions. Vision: Our solutions will help deliver on the promise of a sustainable future for all. We will operate with integrity, respecting the environment and people everywhere. Our sustainability strategy with five key promises Deliver a sustainable future ### Promise of a sustainable future Our promise We will showcase the environmental benefits that our solutions deliver for customers and embed sustainability into our go-to-market strategy. Operate with integrity ### Net zero carbon Our promise We aim to achieve carbon neutral certification in two years, and work towards net zero carbon by 2035 through energy efficiency, 100 per cent renewable electricity and carbon offsets. ### Promote diversity and invest in people Our promise We will take action on diversity and set clear objectives. We will attract and develop talent and skills to drive innovation and support long-term sustainable growth. We will also enable and embed flexible working across all our operations. ### Operate responsibly Our promise We will roll out ISO 14001 management system practices globally and work towards sending zero waste to landfill. We will embed circular economy principles in our product design and reduce sustainability impacts in our supply chain. ### Be accountable and transparent Our promise We will expand our sustainability governance structures and reporting, and communicate regularly with staff on FuturePositive targets and progress. We also publish a comprehensive report on our sustainability activities which is available on our website at corporate.spirent.com. 34 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT 35Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Sustainability continued • helping us to attract and retain diverse talent, and Progress in 2021 encouraging employees to take pride in working for us; and • reducing the risk of incidents and their associated costs. Key achievements • Climate risk and opportunity: We completed a detailed Our material sustainability issues review of climate-related risks and opportunities in line Our material sustainability issues were updated in 2020 using with TCFD guidance a risk-based approach. The review identified climate change and carbon neutrality as priority issues, including the role • CDP: We achieved an A- CDP climate change score our solutions can play in helping our customers reduce their • Reducing carbon emissions: We met our 5 per cent impacts. Diversity and inclusion, staff health and wellbeing reduction in energy usage target for 2021, achieving a were identified as important, along with responsible business 6.5 per cent reduction practices, sustainable product design, human and labour rights, and robust sustainability governance. • Diversity and inclusion: We established a suite of new objectives and programmes to take action on diversity, Policies skills and community engagement Spirent maintains a suite of responsible business policies which commit the Group to compliance with high standards • Environmental management system: We achieved ISO of ethics and business integrity, environmental management, 14001 certification at our site in Holmdel, NJ and employee and community welfare. • Sustainable packaging: We developed a new Deliver a sustainable future sustainable packaging tool and redesigned the We aim to showcase the environmental benefits that our packaging for our Positioning business to reduce solutions deliver for customers and embed sustainability into single-use plastics and environmental impact our go-to-market strategy. This year we published case studies that showcase the We manage our material sustainability impacts and environmental and information security benefits that our test opportunities through our FuturePositive programme. and assurance solutions can offer. Our comprehensive programme not only ensures we comply The case studies feature the benefits of Velocity and our with legislation and stakeholder expectations, but has positive Lab-as-a-Service offering in improving the efficiency of social and environmental impacts for customers and for our customer labs, how VisionWorks is helping customers to own business. reduce emissions for network maintenance truck-movements The Board has designated the CEO as the Board member and how our security solutions help keep customer networks responsible for corporate social responsibility matters within safe and secure. You can read more in our Sustainability the Group. Report, available on our website at corporate.spirent.com. Be net zero carbon Sustainability at Spirent We aim to achieve carbon neutral certification by 2023, We are committed to embedding the highest standards of and work towards net zero carbon by 2035 through environmental management, social practices and governance energy efficiency, 100 per cent renewable electricity and into our operations and products and across our supply chain. carbon offsets. We look to create long-term value for our shareholders by: During 2021, we ran energy efficiency initiatives within our major labs which helped to meet our 5 per cent year-on-year • protecting our reputation and ability to grow; carbon reduction target. We also completed a review of our • focusing on winning business from customers who value strong climate-related risks and opportunities and improved our environmental, social and governance (ESG) performance; CDP score, achieving an A- climate change rating. • enhancing our efficiency; • enabling our people to work productively in a safe and inclusive environment; 36 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Energy use Spirent is within scope of the Streamlined Energy and Carbon Reporting (SECR) Regulations. Spirent's energy use decreased by 3.9 per cent in 2021 to 13,019MWh (2020 13,546MWh). We focused on reducing energy usage in labs and have consolidated our operations, allowing us to close sites in Eatontown, NJ, Raleigh, NC and Bangalore, India during the year. Gas use increased in the year by around 8.3 per cent to 548MWh (2020 506MWh), due to the return of staff to offices and the addition of sites following the octoScope acquisition. Purchased energy in the UK during 2021 was 719MWh (2020 647MWh). | | 2021 Tonnes of CO_{2}e | 2020 Tonnes of CO_{2}e | | --- | --- | --- | | **Emissions from:** | | | | Combustion of fuel and operation of facilities (Scope 1) | 99.5 | 91.8 | | Electricity, heat, steam and cooling purchased for own use (Scope 2) | 4,128.0 | 4,427.7 | | Total emissions | 4,227.5 | 4,519.5 | | **Emissions intensity metrics:** | | | | Normalised per FTE employee | 2.70 | 3.18 | | Normalised per square metre of gross internal area of our facilities | 0.11 | 0.10 | | Normalised per $ million of revenues | 7.34 | 8.65 | ## Greenhouse gas emissions Spirent is committed to combating climate change and reporting its progress. Our total Scope 1 and 2 emissions decreased by 6.5 per cent from 2020, and our emissions per $ million of revenue were down by 15.2 per cent. We have reduced our total emissions by 37.6 per cent since our 2014 baseline. Carbon emissions arising from our UK operations in 2021 were 150 tonnes CO$_{2}$ (2020 138 tonnes CO$_{2}$). The Group responded to the Carbon Disclosure Project in 2021, completing the Climate Change and Supply Chain questionnaires. In 2021 we achieved a Climate Change rating of A- (management) (2020 B). The average for our sector is B-. ## Methodology Reporting on emission sources is required under the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 and these sources fall within our consolidated financial statements. We have reported on all the emission sources that fall within our consolidated financial statements. We do not have any responsibility for any emission sources that are not included in our consolidated financial statements. We report our emissions using the location-based methodology. We have used the GHG Protocol Corporate Accounting and Reporting Standard (Revised Edition), along with data gathered to fulfil our requirements under these Regulations, and the most recent emission factors available: UK Government GHG Conversion Factors for Company Reporting 2021 for the UK, US EPA 2020 eGrid emissions factors for the applicable individual states in the US, and the latest emissions factors for all other countries were sourced from the International Energy Agency's 2021 data set. ## Performance against target The Group set a target to reduce total carbon emissions by 5 per cent from 2020 figures. We have achieved this target, having reduced total emissions by 6.5 per cent. ## Energy Savings Opportunity Scheme (ESOS) We have determined that Spirent should report under Stage 2 of the UK ESOS. We have completed an ESOS compliance energy audit and submitted the relevant disclosure to the Environment Agency. ## Task Force on Climate-related Financial Disclosures (TCFD) Climate change will create new risks and opportunities for companies. In accordance with the requirements of Listing Rule 9.8.6R, Spirent has provided disclosures against all 11 disclosure recommendations that span four key areas of governance, strategy and climate change scenario analysis, risk management, and metrics and targets. ## Governance and risk management During 2021 we completed a detailed review of how climate change may impact our business in the future. The Board considers sustainability issues (including climate change) throughout the year and oversees the consideration of climate-related risks and opportunities under the TCFD disclosure requirements. Having established climate scenarios, we ran a climate change risk workshop with senior managers from across the business in September to consider the most significant risks and opportunities. The findings have been considered as part of our business risk and financial planning processes and have been reviewed by the Audit Committee and its Risk Sub-Committee. ## Strategy Spirent recognises the importance of climate change as an environmental threat that the world faces, and as such we have carefully considered the impact of such risk across our operations. We have identified the following risks across a variety of time horizons. The risks consider the potential for increased exposure to extreme weather events at a Group location or key supply chain site. In addition, likely changes to the regulatory system in which the Group operates have been considered. For the purpose of evaluating climate change-related risks, the Group has defined the following time horizons: | Short term | Medium term | Long term | | --- | --- | --- | | 0-2 years | 2-10 years | 10+ years | The key risks Spirent has identified are as follows: ## Transitional risks It is expected that there will likely be a large and radical change in global markets, with a drive to shift quickly towards renewables and away from fossil fuels, resulting in increased carbon taxes across all regions in the short and medium term. This may result in associated increased costs. Starting in the short term, energy costs are likely to increase due to higher investment requirements in low carbon technology and expected additional carbon-related levies and we also expect additional administrative burden on the business, likely increasing the costs for resource to deliver and report. We do not estimate the impact to be material. Spirent Communications plc Annual Report 2021 37 STRATEGIC REPORT # Sustainability continued ## Task Force on Climate-related Financial ### Disclosures (TCFD) continued #### Physical risks ##### Acute Considering the potential of increasing intensity and frequency of storms and concentrated rainfall events, and frequency of wildfires, we have assessed that these risks would possibly cause some disruption to operations. In the medium to long term, risks include Spirent site damage to building and infrastructure, lost time and productivity and any associated increased cost of insurance. Additionally, a major supplier disruption event is a possible key risk, causing an outage for a period of time which we assess as causing possible delays to customer shipments and the timing of revenue recognition. Spirent has mitigation plans for each of these physical risks identified, which have been developed as part of longstanding business continuity and disaster recovery plans. Spirent engineering centres are situated in various different locations allowing a level of flexibility and agility should one site become affected. We endeavour to dual source key components wherever possible. Additionally, the Group has appropriate business interruption insurance in place. ##### Chronic Higher peak and average temperatures are likely to result in increased energy demand and cooling capacity required for lab and office environments. This could lead to increased capital expenditure to expand or upgrade cooling equipment across multiple Spirent sites. In addition, increased heatwaves and droughts could have an impact on the health of more vulnerable employees and their families possibly resulting in higher staff absence levels. It is possible that the rise in average temperatures may reduce energy use through a reduction in heating. Additionally, there may be a market opportunity relating to the provision of emerging energy efficient Spirent products. The Group is still exploring the opportunities that climate change presents and therefore they have not been incorporated into the modelling. ##### Scenario analysis The impact of each of the risks identified above has been assessed, quantified and considered in two climate change-related scenarios: - aggressive mitigation – emissions halved by 2050, average temperature increase of 1.5°C; and - strong mitigation – emissions stabilised at half of today's emissions by 2080, average temperature increase of 2.4°C. In terms of modelling horizon, we have considered the impacts over the short, medium and long term, and with regard to the occurrence of the risks identified and also in comparing with the horizons adopted by peers, the most appropriate time horizon to model is 15 years. The most recent strategic three-year plans have been extrapolated to form the base case long-term plans from which to sensitise, using growth rates and assumptions consistent with other forward-looking financial statement and assumptions items. Given the modelling horizon, there is not likely to be a significant difference between the two scenarios in relation to our exposure to physical risks – a change of 1.5°C is expected by 2030 under all scenarios, with the same likelihood and distribution of extreme weather events and chronic changes in weather patterns and temperatures. The major differences appear between 2040 and 2080 which falls outside of the scope of our long-term plans and provides sufficient time for the business to adapt if required. In terms of transitional risk, we do expect a difference between the two scenarios, most notably in the size of increases to energy costs and the size of anticipated carbon tariffs across all regions. Based on the modelling we have performed and given the significant financial headroom Spirent has, the growth in the long-range plans, the relative magnitude of the impact the risks present, the mitigation plans, and the insurance cover in place, it is not anticipated that the climate-related risks identified will have a significant impact on the organisation's strategy. Therefore, Spirent is considered resilient to climate change-related scenarios. ##### Metrics and targets We monitor carbon emissions sources that fall within Scopes 1 and 2, and are increasing our ability to report on Scope 3 emissions. We report our carbon emissions annually within the Annual Report and Sustainability Report. We have set clear targets to source electricity from 100 per cent renewable sources, and work towards net zero carbon by 2035. We have targeted a 23 per cent reduction in our energy usage by 2025. We have considered whether the existing metrics and targets support the ongoing assessment of climate-related risks and opportunities and have determined that no additional metrics or targets are required at this time. We will continue to evaluate whether additional metrics and targets are required as part of our existing business strategy and risk management processes. ##### Promote diversity and invest in people We aim to take action on diversity. We will attract and develop talent and skills, and support long-term sustainable growth. We will also embed flexible working across all our operations. In 2021, we completed a detailed review of our diversity and inclusion practices and performance. We established a new set of objectives and action plans which will support more diverse hiring, provide more family friendly benefits, support early career development and leadership, and embrace more inclusive language. ##### Equality and diversity The Group employs a diverse workforce and prides itself on providing equal opportunities for all. High value is placed on rewarding our people for their commitment, their integrity and their service. Our commitment to a fair and inclusive workplace is governed by our Business Ethics and HR Policies which ensure that no one is discriminated against, directly or indirectly, on the grounds of colour, race, ethnic and national origins, sexual orientation or gender, marital status, disability, religion or belief, being a part-time employee or on the grounds of age. 38 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT During the year, we rolled out a suite of new equality and diversity initiatives: | Diversity in talent acquisition | Establish talent acquisition processes and/or membership partnerships with organisations to support representative and diverse recruitment | | --- | --- | | Supporting diversity in hiring | Establish a policy to require gender diverse interview slates | | Enhanced family friendly benefits | Implement family friendly benefits portfolio | | Early career development | Launch new Sales Early Career Development | | Leadership involvement in culture and volunteering | Leader participation in cultural/holiday celebrations and volunteer events | | Choosing inclusive language | Remove and change “master/slave” language from all product documentation | More detail can be found in our Sustainability Report available on our website at corporate.spirent.com. At 31 December 2021, our gender diversity was: | Level of organisation | Female | | Male | | Other or no gender reported | | Total | | --- | --- | --- | --- | --- | --- | --- | --- | | Board | 3 | 38% | 5 | 62% | – | – | 8 | | Executive management^{1} | 3 | 30% | 7 | 70% | – | – | 10 | | Senior management^{2} | 5 | 7% | 64 | 93% | – | – | 69 | | Total employees | 349 | 22% | 1,219 | 78% | – | – | 1,568 | Notes 1. The data for executive management includes the CFO and direct reports to the CEO only, excluding executive assistants. 2. The data for senior management includes all other Vice Presidents (including Regional Sales VPs and Client Partner Executives) and Senior Directors. The Board is committed to increasing the representation of women on boards and in other leadership roles. This work will continue with a focus on developing diversity of all types in executive and senior management roles and throughout the talent pipeline. #### Gender pay gap Having fewer than 250 employees in the UK, Spirent is not currently required to comply with the Gender Pay Gap Reporting Regulations introduced in 2017. However, data for the 5 April 2021 snapshot date has been collected on a voluntary basis and is set out below. #### UK gender pay gap | | 2021 | 2020 | | --- | --- | --- | | Median hourly pay difference between male and female employees | 19.6% | 32.3% | | Mean hourly pay difference between male and female employees | 5.2% | 17.0% | #### UK bonus gap | | 2021 | 2020 | | --- | --- | --- | | Median bonus difference between male and female employees | (12.9)% | (25.7)% | | Mean bonus difference between male and female employees | (92.0)% | (112.0)% | #### UK quartile split | | 2021 | 2020 | | --- | --- | --- | | Male employees receiving a bonus | 92.1% | 89.8% | | Female employees receiving a bonus | 95.0% | 82.9% | The 2021 data above shows improvements in almost all comparators. Both mean and median calculations for the Hourly pay gap have reduced quite significantly since the 2020 snapshot date (from 17.0 per cent to 5.2 per cent and from 32.3 per cent to 19.6 per cent respectively). Reporting of the Bonus pay gap is influenced by the highest bonus-earner in the UK being our CFO, Paula Bell, but the UK bonus gap shows a larger proportion of female employees receiving a bonus than in 2020 and the UK quartile split shows an increase in the proportion of females in the top quartile than in the prior year (21 per cent in 2021 compared to 14 per cent in 2020). The Board is pleased with the progress demonstrated in this data for the 2021 snapshot date, but acknowledges that there is more work to do to reach a more balanced outcome. Spirent Communications plc Annual Report 2021 39 STRATEGIC REPORT ## Sustainability continued Promote diversity and invest in people continued Operate responsibly Business ethics and human rights We operate with integrity. We are rolling out our ISO 14001 Spirent’s values and principles are set out in the Group’s management system practices globally and are working Business Ethics Policy. These principles apply to all dealings towards zero waste to landfill. We are also embedding with our customers, suppliers and other stakeholders, and circular economy principles in our product design and are considered in pre-contract due diligence and monitored reducing the sustainability impacts of our supply chain. through ongoing supplier audits. In 2021, we achieved ISO 14001 certification at our site in The Group has a zero-tolerance approach to all forms of Holmdel, NJ and redesigned packaging to reduce single-use bribery and corruption. As a UK registered company, Spirent plastics and the overall weight and environmental impact. Communications plc is bound by the laws of the UK, including We also continued our supplier audit programme. the Bribery Act 2010, in respect of its conduct both at home ISO 14001 and abroad. In addition, we will uphold all laws relevant to We set a target to expand the coverage of formal countering bribery and corruption, including the US Foreign environmental management systems and achieve ISO 14001 Corrupt Practices Act, as well as human rights protection, in all certification at one major engineering site by 2022 and all jurisdictions in which we operate. major sites by the end of 2025. Regular anti-bribery training is required to be taken by certain In 2021 we completed the implementation of our employees. New starters received training this year and all environmental management system at Holmdel, NJ and designated employees completed the training in 2021. achieved certification. Health and safety Sustainable packaging design The Board has designated the CFO as the Board member We developed a new sustainable packaging design tool this responsible for health and safety within the Group and year, and assessed the 20 designs used across our business. procedures are in place for incidents to be reported through The tool uses a life cycle assessment framework and scores the Audit Committee to the Board as necessary. each design on the volume, impact and recyclability of the The health and safety risk profile for the Group remained low materials used. We were able to significantly reduce the during 2021, with three reported accidents (2020 two), neither amount of single-use plastics used, as well as reducing the of which were reportable under the RIDDOR Regulations or weight and environmental impact of packaging materials required hospitalisation. overall. We set a stretch goal to improve the packaging sustainability scores from the 20 designs we reviewed by Training and skills 20 per cent and ensure that more than 85 per cent of Spirent provides all its employees with a wide range of packaging materials are reusable, recyclable or biodegradable. technical and business training opportunities. We manage We have achieved improvements of 13 per cent so far, training through personal development plans which are while 79 per cent of packaging materials are now assessed by all managers and updated periodically. reusable, recyclable or biodegradable. STEM initiatives and community impact projects Vendor assessment and auditing Spirent actively encourages its employees to become STEM Vendors are required to abide by our Code of Conduct which Ambassadors around the globe. Restrictions in place due to sets out our expectations for environmental management, COVID-19 meant that we ran a reduced STEM programme for labour and human rights, health and safety, and business a second year in a row in 2021. ethics. They are assessed using a detailed questionnaire. We provide all our employees with volunteering time off to Priority suppliers are audited by Spirent’s procurement team: make a positive contribution to the communities in which 18 supplier audits were conducted in 2021, representing they work. 77 per cent of our hardware supply chain spend. Due to Through financial donations and volunteering, Spirent has COVID-19 travel restrictions, these were completed remotely continued to support community projects worldwide. or as document reviews. This met our target of completing 18 audits in the year. No material issues were identified. 40 Spirent Communications plc Annual Report 2021 We continued our process to obtain formal acceptance of Periodic information security risk assessments are performed, STRATEGIC REPORT our new Supplier Code of Conduct. We have engaged 116 of and training is provided to staff with the aim of preventing our largest suppliers during 2021 and have so far obtained information security breaches. We have a whistleblowing confirmation from more than 105, representing more procedure in place for staff to report information security or than 54 per cent of our total spend and 77 per cent of our any other concerns. hardware spend. Spirent has implemented a response procedure to manage Modern slavery and human trafficking breaches of confidential information if they were to occur. We comply with the requirements of the UK Modern Slavery Confidential waste is shredded if in hard copy and certificates Act 2015 and the California Transparency in Supply Chains of destruction are provided for electronic storage devices Act 2010. We require slavery and human trafficking to be disposed of at end-of-life. eradicated from our direct supply chain for the products we sell and we monitor suppliers by performing regular Be accountable and transparent evaluation surveys to assure ourselves of each supplier’s We aim to expand our sustainability governance structure commitment in this area. and reporting, and communicate regularly with staff on FuturePositive targets and progress. Spirent’s full Statement on Modern Slavery and Human Trafficking can be found on the Company’s website at In 2021, the Board and Audit Committee oversaw our climate corporate.spirent.com. change and sustainability programme, and senior managers have briefed staff regularly on our sustainability activities Electronic waste and use of hazardous materials throughout the year. Spirent’s business units comply with the EU’s Waste Electrical and Electronic Equipment Regulations 2013, the EU’s Restriction of Hazardous Substances Directive (RoHS), the Batteries Directive and the California Electronic Waste Recycling Programme. Conflict minerals The Group is not directly required to comply with or report under Section 1502 of the Dodd-Frank Act or the US Conflict Minerals Law. However, it has robust procedures in place to ensure that it would be in compliance if it were brought within the scope of this legislation. The Group is subject to the EU Directive on Conflict Minerals; we are monitoring the development of the legislation and are confident our existing practices meet the specifications required. Information security Spirent takes data security and privacy seriously. We continually review the security of our data systems and procedures in order to comply with all legislation and so we can react to areas of heightened risk promptly and effectively. We operate robust information security procedures and our Applications & Security business based in Plano and San Jose operates an ISO 27001 certified information management system. Our procedures restrict the type and quantity of confidential information collected and stored and there are robust procedures in place to protect customer data from unauthorised access and disclosure. 41Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Strategy in action ## Benchmarking mobile network ## performance in the 5G era One of the world’s leading service providers Additional tools provided insight into network statistics wanted to benchmark its 5G mobile network service associated with the test schedule, benchmarking the performance against its competitors and identify areas service with a sophisticated, proven programme to deliver for service optimisation. independent network performance analysis. Traditional methods of benchmarking are not always suitable This has allowed the service provider to strengthen its service for the considerably more complex world of 5G. The service infrastructure through continuous 5G network optimisation. provider needed a leader in 5G testing to conduct regular nationwide reports and help it to prioritise optimisation Valuable user experience comparisons efforts, as well as to feed marketing claims for 5G and video The extensive project enabled the service provider to streaming performance. It demanded a next-generation receive valuable comparisons of user QoE between different approach to live network testing, with an unbiased, network spectrum usage, infrastructure differences and 5G vendor-neutral test partner. deployment strategies. Targeting over 100 key markets, the service provider selected Spirent for its comprehensive 5G ecosystem test expertise and Data to prioritise optimisation pioneering leadership in testing mobile quality of experience In addition to providing valuable competitive data, (QoE) under real-world conditions. To execute the nationwide the programme also received praise from the service programme, Spirent’s Umetrix user experience analytics provider’s market managers, who now use the data to suite was deployed by Spirent’s Managed Solutions team prioritise optimisation. to measure 5G data, voice and over-the-top video QoE. ## In the increasingly complex era of 5G, Spirent’s ## solution for competitive 5G network benchmarking ## provides a sophisticated, proven programme to ## deliver independent network performance analysis.” – Doug Roberts, General Manager – Lifecycle Service Assurance 42 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT 43Spirent Communications plc Annual Report 2021 STRATEGIC REPORT # Operating review Revenue $261.6m (2020³ $219.3m) Adjusted operating profit¹ $63.1m (2020³ $50.7m) Adjusted operating margin¹ 24.1% (2020³ 23.1%) Notes 1. Before other adjusting items of $0.6 million charged in 2021 (2020 $0.9 million). 2. Operating profit before other adjusting items as a percentage of revenue. 3. Restated for changes to the Group's operating segments effective 1 January 2021. 44 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Lifecycle Service ## Assurance The Lifecycle Service Assurance portfolio boasts the industry’s most comprehensive set of solutions aimed at accelerating customers’ initiatives as they develop, deploy and optimise new devices, technologies and service delivery models. From lab environments to pre-deployment to live production networks, our solutions radically reduce the time, costs and risks associated with bringing new devices and technologies to market. 2021 performance highlights • Strong orders growth throughout the year, with 5G remaining an enduring driver and with a healthy backlog entering 2022. • Strong revenue growth of 19 per cent (11 per cent organic) driven by increasing demand for both lab testing and live assurance portfolios. ### Validating the viability of next • Increasing demand for our new Test (TaaS) and Lab (LaaS) ### generation Cloud-native 5G as-a-Service offerings, driven mainly by Cloud adoption ### platforms with Telefónica and AWS opportunities, as well as our automated 5G certification services offerings. Challenge: • Increasing demand for our operational network active Telefónica and Amazon Web Services (AWS) wanted service assurance solutions, with expansion of our US to demonstrate that AWS Outposts in Telefónica’s Vivo customer base, as well as several net-new logo adds Brasil property could be an effective infrastructure option outside the US. for deploying the 5G Core technology required to offer standalone 5G services in its operations. Using Cloud- native 5G Core software to build a 5G network would deliver agility, elasticity, and the ability to rapidly scale, and would also improve time to market. However, they needed to be confident that it could be a viable option for 5G Core deployment. ## Robust revenue growth across Solution: ## both lab testing and live assurance To demonstrate this, the end-to-end system needed to be validated using key components of Telefónica’s continuous ## portfolios, with particular strength integration, continuous delivery and continuous testing ## across our ‘live’ portfolio.” (CI/CD/CT) architecture, in particular Spirent’s 5G test solutions. Running in both AWS Regions and AWS Outposts, Spirent’s Landslide Core Network Testing solution was able to verify both control plane functionality and high load testing for user plane performance validation. Impact: Thanks to this project, Telefónica reached a clear milestone in its 5G plans in Brazil and in its deployment strategy across the Telefónica group, where Cloud-native 5G platforms are able to address a wide range of private and public infrastructures. The successful validation meant Telefónica and AWS were able to show that AWS Outposts could be a viable option for 5G Core deployment going forward. 45Spirent Communications plc Annual Report 2021 STRATEGIC REPORT # Operating review continued ## Strategy Our Lifecycle Service Assurance strategy is: 1) deliver a leading active assurance platform for 5G and next-generation service delivery and user experience assurance; 2) help service providers automate critical test activities, as the industry moves towards an always-on continuous test environment; and 3) leverage our product offerings, together with our deep test and assurance expertise, to deliver a new portfolio of outcome-driven service offerings. Three key attributes set Spirent apart in the Lifecycle Service Assurance space: - **Automation:** We not only help our customers automate the testing of new infrastructure and network functions in the lab, but also provide them with the ability to automate their triage and troubleshooting processes in live networks. Automating both lab and live operations enables customers to dramatically reduce time and cost when rolling out new technologies, while simultaneously increasing accuracy and scale. - **Coverage:** Spirent is the only vendor to offer both lab and live solutions as both a contiguous and continuous test offering. With the broadest coverage in the industry from the user device into the radio access network, across the Cloud and mobile backhaul, and into the mobile core, our solutions provide the broadest end-to-end visibility. - **Analytics:** Leveraging machine learning and signature-based analysis allows our customers to detect, isolate and eliminate potential service interruptions or degradations before subscribers are impacted. This in turn allows rapid reduction in mean-time-to-repair by alleviating the unnecessary escalations typically found in traditional operational support models. On 1 January 2021 the Connected Devices business segment merged with the Lifecycle Service Assurance business to exploit technical leverage and accelerate our 5G success by optimising our solutions and services portfolio across both labs and operational networks. The integration has been successful and is already bearing fruit, particularly in 5G device test, in-network benchmarking and Open RAN (O-RAN) opportunity cultivation. ## What we test and assure Our Lifecycle Service Assurance offerings support the full lifecycle for any new technology rollout. From pre-production emulation and certification, to post-production troubleshooting, to automating a continuous test environment, we help our customers maximise the monetisation of any new technology. The following key areas were instrumental in growing pipeline and sales in 2021, and offer continued expansion opportunities into 2022 and beyond: - **5G Core:** For both standalone and non-standalone flavours of 5G, Spirent provides continuous testing capability across the entire lifecycle for any initiative. Beginning with the network equipment manufacturer, through service provider deployments and enterprise service consumption, our 5G offering bridges the gaps traditionally found between the develop, deploy and operate phases for a new technology rollout. Specific areas of focus for innovation and visibility include 3GPP virtualised network function testing, Voice over 5G New Radio, video, and network slice testing and assurance. - **O-RAN:** While Spirent has consistently been a leader in radio test and emulation, 2021 represented the beginning of what we believe will be another enduring growth driver for our business moving forward, O-RAN. With new service delivery models becoming the benchmark for successful 5G deployments, it is no longer adequate to test individual components of the O-RAN infrastructure. Spirent is uniquely positioned as the only vendor that can provide true end-to-end testing and assurance, from a user device through to the core network across all layers (physical, transport, network and service). - **Wi-Fi:** With the acquisition of octoScope in March 2021, Spirent became the market leader in Wi-Fi test and certification. With the adoption of Wi-Fi 6/6E in full swing and Wi-Fi 7 on the horizon, this is an attractive market unto itself. However, it is the convergence of Wi-Fi and 5G, driven by trends including IoT, smart cities, Industry 4.0 and private 5G networks, that represents a unique opportunity for Spirent, as we are the industry's full-stack testing and certification authority for both 5G and Wi-Fi infrastructure. - **Cloud (Multi-Cloud):** 5G and Cloud-native infrastructures such as O-RAN require service providers to implement an automated, always-on approach to testing, troubleshooting and remediation of issues in real time as they occur. While introducing tremendous flexibility and extensibility, Cloud-native infrastructures also present unprecedented levels of complexity. Spirent's Cloud-native, fully-virtualised implementation of automated test and troubleshooting capabilities positions us well to help our customers migrate their infrastructure and services to the Cloud. We continue to expand our available market as we leverage IoT, mobile edge computing (MEC) and 4G/5G benchmarking opportunities. Our incumbency remains a core strength in developing pipeline, while our 5G and automation innovations are driving net-new growth opportunities. ## Performance Lifecycle Service Assurance revenue increased to $261.6 million (2020 $219.3 million), driven by strong demand for next-generation live network assurance and by lab test portfolio growth, including the former Connected Devices segment portfolio, in combination with success for our new outcome-driven service offerings. Our growth also benefited from our focus on Hyperscale and Cloud customers. Lifecycle Service Assurance operating profit before other adjusting items increased to $63.1 million (2020 $50.7 million) as a result of the increased revenue, favourable product mix and rigorous cost management. Operating margin before other adjusting items improved to 24.1 per cent, from 23.1 per cent in 2020. ## Accomplishments ### Customer growth and market expansion - Our lab test portfolio experienced significant growth, focused primarily on our wireless device test business, as well as our 5G core test business centred around net-new Hyperscale and Cloud customers. - Our live assurance portfolio continued to see very good growth in support of 5G infrastructure as it moves from lab certification in live operations. 46 Spirent Communications plc Annual Report 2021 • Our automation platform experienced significant year-on- STRATEGIC REPORT year growth, paving the way for broader penetration of the Hyperscale and Cloud market segments, while accelerating our outcome-driven services portfolio. • We made public announcements of Spirent’s automated 5G core network test engagements with Amazon AWS, Jio Platforms, and DISH Network, amongst many others, during 2021. Positive key business indicators • Good pipeline growth in new market segments; most notably Hyperscale and Cloud providers. • Strong increase in multi-year support contracts across incumbent customers. • Solid growth in newly established outcome-driven service ### offerings (TaaS and LaaS). Active assurance driving the ### lab-to-live approach for a US • We experienced record growth across our ‘live’ portfolio in 2021. ### tier-one operator Recognition Challenge: • Spirent’s 5G Network Digital Twin offering was awarded A tier-one US mobile operator wanted to further enhance the 2021 BIG Innovation Award presented by the Business its automation capabilities to address the assurance Intelligence Group. This award is designed to recognise needs of a more dynamic and distributed 5G network. innovation and reward companies whose achievements Traditional service assurance relies on use of passive stand above those of their peers. testing and manual fault isolation, but these methods • For the second consecutive year Spirent was awarded the struggle to keep up with rapidly-changing network 2021 Fierce Innovation Award from Fierce Telecom in the complexity, making troubleshooting resource intensive, Artificial Intelligence/Analytics/Automation category for time consuming and extremely costly. A new approach our industry-leading 5G core automation platform, and was required. its ability to scale to customer development environments Solution: while dramatically reducing costs. Leveraging Spirent’s advanced emulation and virtual test agents, Spirent’s VisionWorks Mobility Service Impact of market dynamics on Spirent’s business Assurance (MSA) solution was adopted to automate test, From a technology perspective, 5G continues to be at the validate services and continue the journey to lab-to- forefront of new opportunity creation. The big shift in 2021 live assurance. VisionWorks MSA virtual test agents can being market expansion across Hyperscale and Cloud perform end-to-end and segment-specific quality tests providers as they seek to build out their own 5G core anywhere in the network, emulating any type of test infrastructures. 5G has created an industry-wide ‘wake-up call for the operator. This enables complex faults and call’ to network operations teams which are learning and performance issues to be rapidly identified and isolated, adapting to the fact that legacy visibility models are simply which is vital for supporting testing of distributed 5G inadequate in Cloud-native, highly disaggregated and fully network functions. virtualised network environments. The way in which new services are being developed, deployed and optimised for Impact: market consumption is fundamentally changing, with 5G, By introducing VisionWorks MSA, the operator has MEC, SD-WAN, SASE and O-RAN leading the charge. been able to continue the evolution of its network, realising the opportunities created by automation of its Automation is finding broad adoption across the board – testing and assurance, and enhancing assurance of its for network equipment vendors, service providers, MSOs network operations while making significant time and and enterprises – with the objective of improving agility and cost savings. operational efficiency. Legacy testing and service assurance activities have been mostly manual, reactive and time consuming. As continuous integration and continuous delivery (CI/CD) development principles become more mainstream with the adoption of 5G, automated testing and assurance are becoming essential building blocks for supporting the CI/ CD model across all layers. Automation is enabling use cases such as new service activation, continuous monitoring and automated troubleshooting to be seamlessly integrated with network management systems with a goal of establishing fully autonomous operations. 47Spirent Communications plc Annual Report 2021 STRATEGIC REPORT # Operating review continued Revenue $314.4m (2020³ $303.1m) Adjusted operating profit¹ $63.5m (2020³ $62.0m) Adjusted operating margin² 20.2% (2020³ 20.5%) Notes 1. Before other adjusting items of $1.4 million charged in 2021 (2020 $0.8 million). 2. Operating profit before other adjusting items as a percentage of revenue. 3. Restated for changes to the Group's operating segments effective 1 January 2021 48 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Networks ## & Security Networks & Security is a world leader in high-speed Ethernet/ IP performance testing and automotive Ethernet, and develops test methodologies, tools and services for virtualised networks and Cloud. We provide consulting services, test tools, methodologies and proactive security validation solutions. Our world leadership in global navigation satellite system (GNSS) simulation solutions and services is expanding into the broader positioning, navigation and timing (PNT) market. 2021 performance highlights • Revenue grew 4 per cent as demand for 100G and 400G high-speed Ethernet test continued to grow, along with early adoption of 800G, which we anticipate will gain additional momentum in 2022. While many customers increased spend during the year to support their infrastructure developments, some continued to manage ### Assuring next-generation platform budgets carefully due to extended lab closures. ### performance for a global leader in • Growth in our security and application test core markets, ### and we saw tier-one service providers leverage our security cybersecurity expertise across the entire Spirent portfolio. Challenge: • Increased traction with our Cloud resiliency and impairment One of the world’s leading cybersecurity companies solutions that provide qualitative metrics to compare and wanted to accelerate the introduction of its next- manage multiple Cloud infrastructures, emulating realistic generation 100Gbps security platform rollout. It needed scenarios including 5G workloads. to be able to ensure that its next-generation advanced • Strong growth resulted in our Positioning business seeing firewall performed as expected during every new a record year of bookings, on the back of continued release cycle. leadership in the government and military market, new Solution: commercial market penetration, and a record level of Working closely with Spirent, the company integrated new customer business. test and automation capabilities for the security platform performance and functional validation. By expanding its existing Spirent solution to include Spirent’s CyberFlood solution with a high capacity appliance supporting multi- 100Gbps testing capabilities, it was able to rapidly deploy ## Growth in high-speed Ethernet and customise the solution to meet even higher test performance demands. ## and security and application test, Impact: ## with our Positioning business Enabling the testbed migration to Spirent’s latest flagship security solution provided this global cybersecurity leader ## seeing a record year of bookings.” with comprehensive firewall performance validation, ensuring it met internal specifications prior to release, while optimising efficiency with automation. This ensured that the company could continue to meet customer expectations and sustain its competitive advantage. 49Spirent Communications plc Annual Report 2021 STRATEGIC REPORT # Operating review continued ## Strategy - We are sustaining our market leadership in high-speed Ethernet test and diversifying our customer base, driving growth through involvement in all stages of next-generation network and Cloud infrastructure development, from verification of pre-silicon and silicon to high-density, high-capacity systems. - We are working to drive industry standards that enable rapid adoption of technologies such as 5G, Cloud, software-defined wide area network (SD-WAN), secure access service edge (SASE) and automotive Ethernet, expanding our test domain expertise and delivering more managed services. - We are addressing additional enterprise and government demands through partnerships with network equipment manufacturers, Cloud providers and service providers on performance and security validation essential for their development and deployment, with solutions and services addressing Cloud-native, 5G/edge and SD-WAN/SASE environments. - Building on our global PNT test leadership, we are extending our reach and influence as the trusted partner of researchers, developers and integrators in the field of PNT technology, in the lab and in live environments. Our broad portfolio of solutions and managed services is multi-sensor oriented, assuring our customers achieve their PNT ambitions. ## What we test and assure - **High-speed Ethernet/IP, Cloud and virtualisation:** Our high-speed Ethernet/IP, Cloud and virtualisation test solutions enable network vendors, carriers and Cloud service providers to test the performance and security of next-generation networks and applications by simulating real-world conditions in the lab and on the network. Our portfolio addresses physical data centers and virtualised networks, applications and services. Our solutions enable architects, developers and test engineers to create and transmit complex and high-capacity traffic and safely assess the performance, scalability and resilience of their products. Our customers benefit from our wide network of industry partnerships and active contributor role in standards development, enabling them to leverage the latest technology and best practices. - **Applications performance and cybersecurity:** Spirent is a single source for security assurance of all network infrastructure elements. We provide comprehensive security and performance validation capabilities covering all elements of any production environment: physical and virtual security domains, distributed edge, 5G and Internet of Things use cases, both legacy and virtualised. Our flexible solution and services offerings provide hyper-realistic assessment based on real-world application, service and threat traffic emulation. - **Positioning, navigation and timing:** We are market leaders in addressing the PNT research and development, verification and integration testing needs of customers from national government, military and space contractors to commercial PNT chipset and device developers, automotive, precision agriculture and surveying players. We offer a practical and robust PNT framework to audit receiver, system or application resilience in the face of increasing threats to GNSS-based PNT. We are leaders in the testing of hybrid positioning and sensor fusion under real-world conditions for connected and autonomous vehicle development. Our latest innovation is a Cloud-based service that provides predictions of GNSS performance to assure safe and reliable navigation in live deployment scenarios for the aviation (e.g. drones), automotive and other industries. ## Performance 2021 saw progress across all parts of the Networks & Security segment, despite budget caution at some customers resulting from their ongoing lab restrictions during the pandemic. Networks & Security revenue increased by 3.7 per cent to $314.4 million (2020 $303.1 million) and operating profit before other adjusting items increased by $1.5 million to $63.5 million (2020 $62.0 million). Operating margin before other adjusting items decreased to 20.2 per cent, from 20.5 per cent in 2020, reflecting additional investment in product development to increase our potential for addressing market expansion and growth opportunities. ## Accomplishments ### High-speed Ethernet/IP, Cloud and virtualisation - We had multiple 800G Ethernet test wins and public demonstrations showcasing Spirent's first-to-market solutions, enabling innovation within leading network device providers, including public announcements of 800G engagements with Intel Silicon Photonics, InnoLight and MultiLane. - We introduced and secured wins for solutions that help validate virtualised design effectiveness in delivering Cloud-native benefits for 5G, such as autoscaling in support of green operation that minimises environmental impact, as well as resiliency to ensure reliable 5G operation, even when faults occur in the underlying Cloud infrastructure. - We continued to play a leading role in the MEF global industry forum in upgrading the SD-WAN Certification programme, which has been adopted by leading managed service providers and vendors. Our contributions have enabled strategic engagements with market leaders. ### Applications performance and cybersecurity - We saw growth in our security and application testing core markets, and expanded our market reach by leveraging our security expertise for Cloud and 5G pre-deployment testing and validation. - We expanded our strategic engagement with the MEF, helping to establish its first security certification, while driving a standard for enhancing the deployment of SD-WAN. - We grew our involvement with the NetSecOPEN initiative through enablement of global testing labs that are adopting its open and transparent security performance testing standards and community-driven initiatives. 50 Spirent Communications plc Annual Report 2021 Positioning, navigation and timing STRATEGIC REPORT • Development of a wider commercial customer base outside of US government is resulting in good pipeline growth. • We sustained our leadership across military and defence markets, delivering multiple multi-million-dollar resilient PNT solutions to key GNSS programmes. • We built upon our deep satellite expertise to innovate solutions for the growing Low Earth Orbit (LEO) satellite segment, where large-scale Hyperscalers are pursuing space-based delivery of high-capacity, low-latency broadband service, enabling our customers to assess performance of these new systems. Impact of market dynamics on Spirent’s business • Cloudification is driving disruptive trends for network ### Enabling a major European service function vendors and consumers across our entire networking portfolio, with implementations of network ### provider to ensure its new telco functions differing dramatically. Cloud-native network ### Cloud is ready for action functions and designs integrate elements from multiple specialised and independent vendors, with an aspiration to Challenge: deliver an overall solution that improves efficiency, flexibility When a leading European communications service and reliability using standardised hardware. Spirent provider needed to replace its mobile core and benefits from enabling vendors and consumers to validate deploy on a new self-built telco Cloud, the challenges the efficacy of their designs, to assure them on an ongoing were considerable. With many millions of consumer basis in production, and to simultaneously evaluate the user and enterprise customers relying on its network and experience of services. Cloud solutions are complementary services, it had to be confident that when the time came to our traditional networking offerings and represent a to migrate subscribers, the Cloud platform would be significant growth opportunity. scalable and fit for purpose. • The pandemic-driven global trend to work from anywhere Solution: has continued to drive Spirent opportunities in the evolution, Bringing together the telco Cloud platform with a new deployment and validation of security solutions that address vendor-supplied 4G and 5G standalone mobile core the growing threat landscape. We have increased our presented a highly complex landscape for the operator’s support for the community-led NetSecOPEN initiative, which project teams. Deploying Spirent Test-as-a-Service empowers enterprises to meaningfully compare vendors’ (TaaS) with the industry-leading Spirent CloudSure security capabilities with open and transparent real-world Network Functions Virtualisation and Cloud solution, scenarios. We are also key contributors to standards the operator was able to test the performance and development for SASE, a security framework that converges efficiency of the complex multiple layers of its new Cloud security and network connectivity technologies into a single network environment, clearly identifying and isolating any Cloud-delivered platform. individual areas of issue that needed to be addressed. • The market that makes use of PNT is placing increasing Impact: reliance on other technologies in conjunction with GNSS. Selecting Spirent’s TaaS and CloudSure enabled the Our business benefits from the needs of developers and operator to accelerate its mobile core development. integrators of PNT devices and of applications such as Being able to independently test, isolate and replicate connected and autonomous vehicles for the most realistic individual issues at the design stage enabled the project environment models for lab-based testing, the integration teams to address these issues and have the confidence of additional positioning sensors, and improved situational to know that when the time came to migrate subscribers, awareness in real-world operating environments. the new Cloud would scale and perform as it should. 51Spirent Communications plc Annual Report 2021 STRATEGIC REPORT Financial review # Strong financial discipline underpins continued increase in earnings ![img-6.jpeg](img-6.jpeg) Group overview 2021 progress represented another key milestone on the delivery of our strategy with another year of strong financial performance, despite global supply chain challenges which we managed extremely effectively. Our customers continue to invest in 5G-related infrastructure, devices and services, a trend we expect to continue. Our operational execution model remains robust and we continue to invest in our leading technology portfolio and our people. Order intake grew strongly up 18.1 per cent to $637.0 million, compared to $539.4 million in 2020, resulting in a book to bill ratio of 111. We increased the orderbook by $62.8 million (30.3 per cent) with growth in multi-year contracts across the portfolio providing greater revenue visibility of outer years. In particular, Lifecycle Service Assurance delivered strong growth driven by increased demand for both lab and live assurance solutions as the 5G network continues to roll out. Revenue grew by 10.3 per cent (6.8 per cent organic³) to $576.0 million and was driven by strong demand for our assurance solutions in both the lab and live environments as the 5G networks continue to roll out, combined with strong demand for our new 5G device testing, field testing and channel emulator sales. We delivered year-on-year growth in our Networks & Security operating segment where our security business benefited from closer alignment with our high-speed Ethernet products and go-to-market approach. Revenue for our Positioning business was largely consistent with the prior year being impacted by the timing of orders from our US government customers, offset by improvements elsewhere. Whilst continuing to manage the cost base effectively, we increased investment in product development targeting high-growth, high-margin areas. We also made further investment to expand our key account management programme, and continued investment in our cross-portfolio services offerings to underpin future growth plans. Gross margin remains strong at 73.7 per cent and adjusted operating profit grew 14.5 per cent (9.5 per cent organic³) to $118.5 million, from $103.5 million in 2020. Adjusted operating margin has increased by 0.8 percentage points to 20.6 per cent, from 19.8 per cent last year. Other adjusting items were $4.5 million (2020 $3.1 million) mainly driven by the costs of the octoScope acquisition. Revenue $576.0m ↑10.3% Adjusted operating profit¹ $118.5m ↑14.5% Adjusted operating margin² 20.6% ↑0.8pp Notes 1. Before acquired intangible asset amortisation, share-based payment and other adjusting items amounting to $14.3 million in total (2020 $7.8 million). 2. Adjusted operating profit as a percentage of revenue in the period. 3. Where stated, 'organic' excludes the impact of acquisitions throughout the Financial Review. 52 Spirent Communications plc Annual Report 2021 STRATEGIC REPORT Reported profit before tax was up by $7.8 million to $103.6 million (2020 $95.8 million). The Group's effective tax rate of 14.4 per cent is slightly up on 2020 (13.6 per cent). Adjusted basic earnings per share has increased by 13 per cent, up from 14.68 cents last year to 16.59 cents for 2021. We retain a strong balance sheet, and cash at bank closed at $174.8 million (2020 $241.2 million) following payment of a special dividend of $45.6 million, and the acquisition of octoScope for an initial net cash outflow of $51.3 million. Free cash flow was $91.9 million resulting from good working capital management. As a result of the strong financial performance, we propose a 12 per cent increase to the full year dividend per share, from 6.04 cents to 6.76 cents, and looking forward we maintain our progressive dividend policy ensuring that we sustain dividend cover of 2 to 2.5 times adjusted earnings. The following table shows summary financial performance for the Group: | $ million | 2021 | 2020 | Change (%) | | --- | --- | --- | --- | | Order intake^{1} | **637.0** | 539.4 | 18.1 | | Orderbook^{2} | **269.8** | 207.0 | 30.3 | | Revenue | **576.0** | 522.4 | 10.3 | | Gross profit | **424.7** | 383.4 | 10.8 | | Gross margin (%) | **73.7** | 73.4 | 0.3pp | | Adjusted operating costs^{3} | **306.2** | 279.9 | 9.4 | | Adjusted operating profit^{3} | **118.5** | 103.5 | 14.5 | | Adjusted operating margin^{4} (%) | **20.6** | 19.8 | 0.8pp | | Reported operating profit | **104.2** | 95.7 | 8.9 | | Reported profit before tax | **103.6** | 95.8 | 8.1 | | Effective tax rate^{5} (%) | **14.4** | 13.6 | 0.8pp | | Adjusted basic earnings per share^{6} (cents) | **16.59** | 14.68 | 13.0 | | Basic earnings per share (cents) | **14.67** | 13.84 | 6.0 | | Free cash flow^{7} | **91.9** | 102.6 | (10.4) | | Closing cash | **174.8** | 241.2 | (27.5) | | Final dividend per share^{8} (cents) | **4.37** | 3.87 | 12.9 | | Special dividend per share^{8} (cents) | — | 7.50 | — | Notes 1. Order intake represents commitments from customers to purchase goods and/or services that will ultimately result in recognised revenue. 2. Orderbook is an alternative performance measure as defined on page 204. 3. Before acquired intangible asset amortisation, share-based payment and other adjusting items amounting to $14.3 million in total (2020 $7.8 million). 4. Adjusted operating profit as a percentage of revenue in the period. 5. Effective tax rate is the adjusted tax charge, before tax on adjusting items, expressed as a percentage of adjusted profit before tax. 6. Adjusted basic earnings per share is based on adjusted earnings as set out in note 11 of Notes to the full year consolidated financial statements. 7. Cash flow generated from operations, less tax and net capital expenditure, after interest paid and/or received, payments of lease liabilities, finance lease payments received and excluding acquisition related other adjusting items and one-off contributions to the UK pension scheme. 8. Dividends are determined in US Dollars and paid in Sterling at the exchange rate prevailing when the dividend is proposed. The final dividend proposed for 2021 of 4.37 cents per Ordinary Share is equivalent to 3.34 pence per Ordinary Share. ### Note on Alternative Performance Measures (APM) The performance of the Group is assessed using a variety of performance measures, including APMs which are presented to provide users with additional financial information that is regularly reviewed by management. These APMs are not defined under IFRS and therefore may not be directly comparable with similarly identified measures used by other companies. The APMs adopted by the Group are defined on pages 204 and 205. The APMs which relate to adjusted income statement lines are presented and reconciled to GAAP measures using a columnar approach on the face of the income statement and can be identified by the prefix 'adjusted' in the commentary. All APMs are clearly identified as such, with explanatory footnotes to the tables of financial information provided, and reconciled to reported GAAP measures in the Financial Review or Notes to the full year consolidated financial statements. The reported GAAP measures give the complete measure of financial performance. Spirent Communications plc Annual Report 2021 53 STRATEGIC REPORT ## Financial review continued ### Revenue | $ million | 2021 | % of total | 2020^{1} | % of total | | --- | --- | --- | --- | --- | | **Revenue by segment** | | | | | | Lifecycle Service Assurance | 261.6 | 45.4 | 219.3 | 42.0 | | Networks & Security | 314.4 | 54.6 | 303.1 | 58.0 | | | **576.0** | **100.0** | **522.4** | **100.0** | | **Revenue by geography** | | | | | | Americas | 324.6 | 56.4 | 276.2 | 52.9 | | Asia Pacific | 185.1 | 32.1 | 189.2 | 36.2 | | Europe, Middle East and Africa | 66.3 | 11.5 | 57.0 | 10.9 | | | **576.0** | **100.0** | **522.4** | **100.0** | # Note 1. Restated for changes to the Group's operating segments effective 1 January 2021 as set out in note 3 of Notes to the full year consolidated financial statements. Total Group revenue grew by $53.6 million to $576.0 million in 2021, an increase of 10.3 per cent over the prior year. Revenue at Lifecycle Service Assurance increased 19.3 per cent year-on-year (11.0 per cent on an organic basis) driven by demand for both our Landslide lab solution and VisionWorks live network solution, as customers invested to verify and assure 5G. In addition, we saw strong revenue growth from our new 5G device test solutions and services. We also experienced robust growth in order to make year-on-year, growing the orderbook as the value of multi-year deals increased over 2020. The Networks & Security operating segment saw growth in revenue of 3.7 per cent as demand for high-speed Ethernet test continued and we saw success in our security business with good year-on-year growth following our steps to align our application and security test offerings more closely with our high-speed Ethernet products and go-to-market approach. Lab-based activities at US government customers for our Positioning solutions picked up during the year offsetting timing uncertainty with US government orders. Overall, maintenance and support services revenue increased 14.5 per cent to $164.7 million (2020 $143.9 million). Geographically, we saw growth in revenue in the Americas and Europe, Middle East and Africa and closed the year with a solid orderbook. The Asia Pacific region makes up 32 per cent of our portfolio. ### Gross margin | $ million | 2021 | % | 2020^{1} | % | | --- | --- | --- | --- | --- | | Lifecycle Service Assurance | 199.0 | 76.1 | 163.7 | 74.6 | | Networks & Security | 225.7 | 71.8 | 219.7 | 72.5 | | | **424.7** | **73.7** | **383.4** | **73.4** | # Note 1. Restated for changes to the Group's operating segments effective 1 January 2021 as set out in note 3 of Notes to the full year consolidated financial statements. Gross margin for 2021 remains strong at 73.7 per cent (2020 73.4 per cent). The Lifecycle Service Assurance operating segment achieved an improvement in gross margin, benefiting from a higher proportion of software revenue. Networks & Security declined slightly driven by increased services content. ### Adjusted operating costs | $ million | 2021 | 2020^{1} | | --- | --- | --- | | Product development | 113.3 | 103.1 | | Selling and marketing | 140.7 | 123.4 | | Administration^{2} | 52.2 | 53.4 | | Adjusted operating costs^{2} | **306.2** | **279.9** | | Lifecycle Service Assurance | 135.9 | 113.0 | | Networks & Security | 162.2 | 157.7 | | Corporate | 8.1 | 9.2 | | Adjusted operating costs^{2} | **306.2** | **279.9** | # Notes 1. Restated for changes to the Group's operating segments effective 1 January 2021 as set out in note 3 of Notes to the full year consolidated financial statements. 2. Before acquired intangible asset amortisation, share-based payment and other adjusting items amounting to $14.3 million in total (2020 $7.8 million). 54**Sprent Communications plc Annual Report 2021** Total Group adjusted operating costs were up $26.3 million or 9.4 per cent in 2021 compared to last year, $8.4 million of which STRATEGIC REPORT related to the octoScope acquisition. The emphasis remained on effective resource allocation and careful cost management. The overall investment in product development increased year-on-year from $103.1 million to $113.3 million, which again represents 20 per cent of revenue, to maximise our mid-term growth potential. Investment in the sales and marketing organisation was targeted on expanding our key account management programme to drive incremental business with our most valuable customers and developing routes to market for our new technologies to a broadening customer base. Selling and marketing costs increased by $17.3 million, from $123.4 million to $140.7 million, reflecting the investment in the sales organisation to support growth and the resulting increased sales commissions due to superior order growth outperformance. We have reduced our corporate costs year-on-year following the conclusion of the review of our go-to-market strategy and pricing approach; however, plans to support our growth agenda by further investing in our infrastructure are being developed. Operating profit | | Adjusted | | Adjusted | | | --- | --- | --- | --- | --- | | | operating | | operating | | | | | 2,3 | | 2,3 | | | margin | | margin | | | $ million 2021 | | % 2020 ¹ | | % | Lifecycle Service Assurance 63.1 24.1 50.7 23.1 Networks & Security 63.5 20.2 62.0 20.5 Corporate (8.1) (9.2) Adjusted operating profit² 118.5 20.6 103.5 19.8 Adjusting items charged in arriving at operating profit: Acquired intangible asset amortisation (4.2) (0.5) Share-based payment (5.6) (4.2) Other adjusting items (4.5) (3.1) Reported operating profit 104.2 95.7 Notes 1. Restated for changes to the Group’s operating segments effective 1 January 2021 as set out in note 3 of Notes to the full year consolidated financial statements. 2. Before acquired intangible asset amortisation, share-based payment and other adjusting items amounting to $14.3 million in total (2020 $7.8 million). 3. Adjusted operating profit as a percentage of revenue in the period. Adjusted operating profit increased by $15.0 million or 14.5 per cent ($9.8 million or 9.5 per cent organic) to $118.5 million in 2021, compared with $103.5 million in 2020. Adjusted operating margin increased by 0.8 percentage points to 20.6 per cent (20.3 per cent organic), from 19.8 per cent in 2020. Reported operating profit was up by $8.5 million or 8.9 per cent to $104.2 million (2020 $95.7 million). Total adjusting items were $14.3 million in 2021, compared to $7.8 million in 2020, mainly due to acquisition related items of $3.3 million and acquired intangible asset amortisation of $3.8 million incurred as a direct result of the octoScope acquisition completed in March 2021 (see below). Acquired intangible asset amortisation and share-based payment The acquired intangible asset amortisation charge has increased significantly over the prior year due to the intangible assets recognised on the acquisition of octoScope, with a charge of $4.2 million incurred in 2021 (2020 $0.5 million). Share-based payment has increased to $6.2 million in 2021 (2020 $4.7 million), of which $5.6 million (2020 $4.2 million) has been treated as an adjusting item. This increase reflects the incremental cost associated with new awards. See note 31 of Notes to the full year consolidated financial statements for more information. 55Spirent Communications plc Annual Report 2021 STRATEGIC REPORT # Financial review continued ## Other adjusting items Costs of $4.5 million have been charged to other adjusting items in 2021, mainly as a direct result of the octoScope acquisition, and include adviser fees, integration costs and employee retention schemes. Also included were $1.2 million of costs associated with the commencement of our global R&D engineering facility plan which will consolidate sites and enhance flexibility to serve our global customers. This plan will conclude in 2023, with total estimated costs of $8 million. In 2020, the Group recognised $3.1 million of other adjusting items in relation to a strategic review instigated by Spirent's CEO, involving a number of initiatives designed to evolve the strategic direction of Spirent to maximise market opportunities by creating a more agile, customer-focused organisation. These include a strategic focus on recurring revenue streams over time, a strengthened leadership team and development of our sales and marketing structure to drive improved effectiveness to exploit our leading technologies. ## Currency impact The Group's revenue and costs are primarily denominated in US Dollars or US Dollar-linked currencies. Currency exposures arise from trading transactions undertaken by the Group in foreign currencies and on the retranslation of the operating results and net assets of overseas subsidiaries. The Group's income statement includes a foreign exchange loss, included in administration costs, of $0.8 million (2020 $0.6 million) arising from transacting in foreign currencies, primarily US Dollars in the United Kingdom, and the translation of foreign currency cash balances. Forward foreign currency exchange contracts are entered into to manage the exposure arising from transacting in US Dollars in the United Kingdom. Although the most significant currency exposure arises in relation to movements in Pound Sterling against the US Dollar, there are other less significant currency exposures, notably the Euro and Chinese Yuan. ## Finance income and costs Interest income of $0.3 million was earned from cash on deposit (2020 $1.4 million) and $0.3 million (2020 $0.2 million) of interest income was recognised in relation to the UK defined benefit pension plans. The bank interest received remained largely consistent year-on-year reflecting continued low global interest rates. Surplus funds are held principally in the United Kingdom and United States on short-term or overnight deposit and earn market rates of interest. Finance costs in 2021 were $1.2 million (2020 $1.5 million), $1.1 million (2020 $1.4 million) of which related to interest on lease liabilities. ## Tax The adjusted effective tax rate, being the adjusted tax charge expressed as a percentage of adjusted profit before tax, shown on the face of the consolidated income statement, was 14.4 per cent in 2021, slightly up from 13.6 per cent in 2020. Spirent's effective tax rate continues to benefit from the United Kingdom Patent Box Scheme, the United States R&D Tax Credit, and a current year recognition of deferred tax assets in the United States and the United Kingdom. Going forward it is anticipated that Spirent's effective tax rate will slightly rise over time, due to geographical mix of profit trading, and 2022 will likely be around 15-17 per cent if statutory tax rates do not materially change. As a large proportion of the Group's profit is generated in the United States, the effective tax rate is exposed to changes in US tax legislation. The new administration has indicated its desire to increase corporate tax rates and other countries may also be considering raising their corporate tax rates. The UK Budget announcements on 3 March 2021 included an increase to the UK corporation tax rate to 25 per cent, which is due to be effective from 1 April 2023. As a result, we will be closely monitoring all proposed corporate tax rates and other tax legislative changes for their impact on the Group's effective tax rate. ## Earnings per share Adjusted basic earnings per share was up 13 per cent to 16.59 cents (2020 14.68 cents). Basic earnings per share was 14.67 cents (2020 13.84 cents). There were 608.2 million (2020 609.7 million) weighted average Ordinary Shares in issue. See note 11 of Notes to the full year consolidated financial statements on page 159 for the calculation of earnings per share. ## Treasury management The key objective of the Group's treasury function is to manage the financial risks of the business and to ensure that sufficient liquidity is available for the Group. All treasury activity operates within a formal control framework. The Board has approved treasury policies and guidelines and periodically reviews treasury activities. Additionally, it is the Group's policy that speculative treasury transactions are expressly forbidden. Spirent's financial risk management objectives and policies and its exposure to risks are discussed in note 28 of Notes to the full year consolidated financial statements. 56**Spirent Communications plc**^{}[] Annual Report 2021 STRATEGIC REPORT ## Acquisitions On 4 March 2021, Spirent acquired 100 per cent of the issued share capital of octoScope, Inc (octoScope), a company based in the United States for a net cash outflow of $51.3 million. Additionally, there are acquisition related performance payments of up to $17.8 million, payable based on revenue growth targets for 2021 and 2022 and/or retention of key staff. The transaction was funded by surplus cash in the Group. octoScope provides market-leading accurate, repeatable and automated wireless test solutions and methodologies to the wireless industry. Its test solutions leverage patented technology to provide automated Wi-Fi and 5G testing in emulated real-world environments, including the Wi-Fi 6 and 6E technologies. octoScope has been incorporated into our Lifecycle Service Assurance operating segment along with our emerging Wi-Fi revenue stream previously residing in our high-speed Ethernet business within the Networks & Security operating segment. Details on the net assets acquired and performance of octoScope are detailed separately in note 33 of Notes to the full year consolidated financial statements on page 177. ## Financing and cash flow Free cash flow for 2021 decreased year-on-year coming in at $91.9 million, compared to $102.6 million in 2020, resulting in a free cash flow conversion which represented 91 per cent of adjusted earnings (2020 115 per cent). Higher adjusted operating profit was offset by a working capital outflow of $10.1 million excluding the impact of movement in provisions; this compares to a working capital inflow of $13.9 million in the prior year. In 2021, working capital was impacted by the year-on-year increase in revenue and the timing of that revenue within the year, resulting in an increase to closing trade receivables of $30.8 million. Despite this, closing days sales outstanding of 60 remained broadly consistent with the prior year of 57, reflecting continued robust management of working capital. Free cash flow is set out below: | $ million | 2021 | 2020 | | --- | --- | --- | | Cash flow from operations | 112.9 | 132.0 | | Tax paid | (10.0) | (10.8) | | Net cash inflow from operating activities | 102.9 | 121.2 | | Interest received | 0.4 | 1.5 | | Net capital expenditure | (9.8) | (9.0) | | Payment of lease liabilities, principal and interest | (10.0) | (11.6) | | Lease payments received from finance leases | 0.5 | 0.5 | | Acquisition related other adjusting items (note 5): | | | | - Direct acquisition transaction costs | 1.9 | — | | - Acquisition related performance payments | 0.6 | — | | - Acquisition integration costs | 0.8 | — | | One-off employer contribution to UK pension scheme | 4.6 | — | | Free cash flow | 91.9 | 102.6 | Free cash flow includes a net cash outflow in respect of other adjusting items charged in 2020 and 2021 of $4.0 million (2020 $3.1 million in respect of other adjusting items charged in 2019 and 2020). Tax payments made in the year decreased year-on-year to $10.0 million (2020 $10.8 million), impacted by the timing of when payments were made. $3.1 million of tax paid in 2021 related to the prior year (2020 $3.8 million) and approximately $3.6 million of taxes related to 2021 will be paid in 2022. Net capital expenditure of $9.8 million was slightly up on the prior year (2020 $9.0 million). Capital expenditure in the period was predominantly incurred on demonstration and test equipment. In 2021, the final and special dividend for 2020 and an interim dividend for 2021, totalling $84.1 million, were paid. This compared to total dividends of $33.6 million paid in 2020. In addition, 3.9 million shares were purchased and placed into the Employee Share Ownership Trust at a cost of $15.1 million (2020 4.1 million shares at a cost of $11.9 million). Following these payments, cash and cash equivalents closed at $174.8 million at 31 December 2021, compared with $241.2 million at 31 December 2020. There continues to be no bank debt. Closing cash $174.8m 2020 $241.2m Spirent Communications plc Annual Report 2021 57 STRATEGIC REPORT # Financial review continued ## Defined benefit pension plans The Group operates two funded defined benefit pension plans in the United Kingdom, both of which are closed to new entrants. The accounting valuation of the funded defined benefit pension plans at 31 December 2021 gave rise to a net surplus of $37.8 million, compared with a net surplus of $13.0 million at 31 December 2020. The 31 December 2021 position has benefited from contributions paid to the plans in the year of $11.7 million (2020 $6.7 million) as well as a net actuarial gain of $13.5 million (2020 loss of $5.3 million), arising due to an increase in the discount rate. The latest triennial actuarial valuation dated 31 March 2018 indicated a deficit of £22.5 million, calculated on a technical provisions basis using more prudent assumptions than the accounting valuation, particularly in relation to discount rate, inflation and demographic. A deficit reduction plan has been agreed with the trustees which requires the Company to pay an annual contribution of £5.0 million, increasing in line with CPI, through June 2023 (or earlier if self-sufficiency is reached). In addition, the Company will fund the plan by an amount equal to 10 per cent of any special dividend paid during that period amounting to $30 million or over. Negotiations to conclude the updated triennial review for March 2021 are tracking to plan and an updated cash funding plan will be concluded in the near term. Additionally, there is a liability for an unfunded plan of $0.7 million (31 December 2020 $0.7 million). The Group also operates a deferred compensation plan for employees in the United States. As at 31 December 2021, the deferred compensation plan deficit amounted to $6.6 million (2020 $5.7 million). The key financial assumptions include a discount rate used to discount plan liabilities of 2.6 per cent (2020 2.1 per cent) and an expected investment yield of 6.4 per cent (2020 6.4 per cent). ## Balance sheet The consolidated balance sheet is set out on page 136. Overall, net assets have increased by $4.7 million to $447.5 million at 31 December 2021, from $442.8 million at 31 December 2020. In terms of non-current assets, these have increased by $69.9 million. Intangible assets amounting to $53.4 million were recognised as a result of the acquisition of octoScope and the UK defined benefit pension plan surplus has increased by $24.8 million due to contributions during the year and actuarial gains. Current assets have declined by $28.4 million year-on-year, primarily reflecting the reduction in cash following the acquisition of octoScope ($51.3 million) and the payment of the 2020 special dividend ($45.9 million). The growth in receivables of $31.8 million reflects the year-on-year increase in revenue and the timing of revenue within the year, with closing days sales outstanding of 60 broadly consistent with 57 days at 31 December 2020. Overall, liabilities have increased by $36.8 million to $243.8 million at 31 December 2021, from $207.0 million at 31 December 2020. Contract liabilities have increased by $15.7 million year-on-year, following a similar rise in 2020, due to an uptick in support contracts which are typically invoiced in advance. The majority of the remaining increase is in payables where the strong performance in the year has resulted in higher sales commissions and accruals. ## Liquidity and dividend policy The Board's intention continues to be maintaining a cash positive balance sheet over the medium to long term. This should allow the Company to maintain a strong capital position in the face of business risks, trading fluctuations and working capital demands. The strong cash generation of the Group allows continued investment into R&D to maintain our market-leading positions and inorganic investments where opportunities support growth plans. If and when it is deemed appropriate, the Company may take on modest gearing to fund inorganic investments. The Board will regularly review the Company's balance sheet in light of current and expected trading performance and cash generation, working capital requirements and expected organic and inorganic investments. To the extent the Company has excess cash, it will consider returning such cash to shareholders. The Board will consider from time to time the appropriate mechanism for returning surplus cash to shareholders. The Board has implemented a progressive dividend policy maintaining cover in the range of 2 to 2.5 times adjusted earnings. ## Dividend The Board is recommending the payment of a final dividend for 2021 of 4.37 cents (3.34 pence) per share which, together with the interim dividend of 2.39 cents (1.72 pence) per share paid in September 2021, brings the full year dividend to 6.76 cents (5.06 pence) per share, a dividend cover of 2.5 times adjusted earnings. This is a 12 per cent increase compared to the full year dividend for 2020. In Sterling terms this represents an increase of 14 per cent. This follows a special dividend in 2020 of 7.50 cents (5.40 pence) per share. ## Paula Bell Chief Financial & Operations Officer 10 March 2022 58**Sprent Communications plc Annual Report 2021** ## Principal risks and uncertainties Like all businesses, Spirent is exposed to a number of risks and STRATEGIC REPORT uncertainties. These risks may arise from internal factors, but Identifying and assessing risk some will be a result of external factors over which the Group has little or no direct control. It is the effective management of Risk these risks that supports Spirent in delivering on its strategic Review assessment objectives, safeguards the Group’s assets and, over time, will enhance shareholder value. The process to identify and manage the principal risks and Group Executive Identify uncertainties of the Group is an integral component of the Committee internal control system. The risk assessment process starts in the businesses, where up-to-date risk registers are maintained and updated as Assess Audit Committee part of the normal operating and control procedures, and is facilitated by the Head of Risk & Internal Audit. Each business identifies its key risks and mitigating factors and nominates a risk owner. The impact and the likelihood of occurrence of each risk is ranked, which assists the Group Executive Mitigate Board Committee in assessing the likely impact in aggregate of each risk to the Group as a whole. The individual businesses are required to update their risk registers regularly to reflect new The Board has identified the following principal risks, each of or emerging risks as they are identified. which is discussed on pages 61 to 64: The approach includes a process to identify, clarify and communicate emerging risks for Board discussion and Risk Impact Likelihood Change assessment, along with agreed mitigating action plans. A. Macro-economic change High Likely No change It is not possible to identify every risk that could affect the B. Technology change High Likely No change business and the actions described below to mitigate those risks cannot provide absolute assurance that the risk will C. Business continuity High Likely No change not occur or adversely affect the operating or financial D. Customer dependence/ High Likely No change performance of the Group. customer investment plans The Board has classified the principal risks by the impact the E. Competition Medium Possible No change risk would be expected to have on the Group should it occur, F. Acquisitions Medium Likely No change and the anticipated likelihood that that risk may occur using the following classifications: G. Employee skill base Medium Possible No change Risk Impact Current topical risks, uncertainties and emerging risks Impact High Topical risks and uncertainties along with emerging risks are covered in detail in the table of principal risks and uncertainties, Medium but some of the more pertinent ones are described below. Low War in Ukraine Likelihood of occurrence Likely While the assessment of the impact of the war in Ukraine on the organisation is ongoing, and the situation is likely Possible to continue to evolve, it is not currently expected to have a Unlikely material direct impact on the Group unless it escalates and broadens further. The organisation has negligible activities The Board takes the view that a high-impact risk could lead to within Ukraine and Russia and, therefore, it is expected to a 10 per cent or more reduction in revenue, a medium impact have an immaterial direct financial impact on the Group. risk a 5 to 10 per cent reduction in revenue and a low impact risk a reduction of up to 5 per cent in revenue. COVID-19 pandemic COVID-19 has necessitated continuous risk management The Audit Committee reviews and monitors the Group’s risk activities through the year and the business has shown processes and reports to the Board on their effectiveness. resilience through nimble supply chain management. The Risk Risk is considered by the Audit Committee at least twice Committee has met regularly to oversee issues regarding staff each year, at which time the risk registers are reviewed. health and safety and facilities, as well as production and sales. The Audit Committee challenges and debates the risks with reference to risk tolerance and appetite, as set by the Board. Each facility has invoked its site Business Continuity Plan. Key Progress made and any further actions to be taken regarding employees have remained working on site while the majority mitigation plans, as well as any changes to the risk profile, are moved to flexible or home working. All facilities have been discussed in detail. surveyed and equipped with PPE and accommodate people on a socially distanced or rota basis. 59Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Principal risks and uncertainties continued Current topical risks, uncertainties and emerging Risk appetite and developing the long-term risks continued Viability Statement US/China trade and sanctions The UK Corporate Governance Code requires the Board to The geopolitical landscape has remained turbulent and has explain how it has assessed the prospects of the Group and worsened in 2021 with US/China trade challenges. We have state whether it has a reasonable expectation that the Group navigated regulatory changes throughout the year and can continue to operate and meet its liabilities, taking into continue to work closely with our customers. We make sales account its current position and principal risks. across a broad range of customers in China. Changes to The Board has determined that a three-year period should existing US regulations to embargoed customers may impact be used when assessing viability, as explained on page 122 of our ability to supply affected customers in both the short and this Annual Report. medium term. We maintain a watching brief as legislative requirements continue to evolve. The Board has sought to frame its risk appetite in terms of the markets and technologies in which it is prepared to make Brexit significant investments, and those in which it would expect its The United Kingdom’s exit from the European Union has had scale of investment to be more modest. Except where very a low impact on the Group by virtue of the relatively small attractive opportunities were to present themselves to achieve proportion of sales into Europe, the nature of our operations in greater scale in well understood markets, which would Europe and the mitigating actions we have taken. In addition, be inherently cash generative, the Board would expect to the Group’s main functional currency and presentational currency maintain a net cash position. are both US Dollars which largely mitigates our exposure to adverse foreign currency impacts arising on Brexit. Management, together with members of the Board, considered which of the principal risks, either alone or in combination, Task Force on Climate-related Financial Disclosures (TCFD) might threaten the Group’s viability. The expected aggregate We have undertaken TCFD-aligned scenario analyses, which impact of the principal risks were modelled based on historical involved a senior management workshop, to assess our exposure trends experienced across the Group. A severe but plausible to climate-related physical and transition risks. This workstream is combination of those risks was considered for the purposes overseen by an Executive Director-led management committee of determining the revenue and free cash flow scenarios that that has been established to consider ESG matters including should be stress tested via financial modelling. climate-related risks and opportunities, with updates reported regularly to the Audit Committee and the Board. More details A number of scenarios that encompass the principal risks and can be found on pages 37 and 38. This analysis and appropriate uncertainties were modelled over the three-year period, using mitigation has been incorporated into our risk management the Group’s strategic three-year plan as a basis, and are set framework using our emerging risks process. out in the table below. The analysis also included a reverse stress test scenario to illustrate the revenue reduction in the From a transitional risk perspective, it is expected that there 12 months following approval of the financial statements that will likely be a shift quickly towards renewables and away would lead to the Group ceasing to be a going concern. from fossil fuels, resulting in increased carbon taxes across all regions in the short and medium term. This may result in Scenario Principal risks associated increased costs, however, we do not estimate the 1. Revenue reduction in year 2, B, E impact to be material to Spirent. no growth in year 3 | From a physical risk perspective, the potential of extreme | 2. Revenue reduction in year 1, | | B, E | | --- | --- | --- | --- | | weather events has been considered and could possibly | | no growth in years 2 or 3 | | | cause some disruption to our operations or those of our | 3. Major trade embargo A, D | | | key suppliers. Spirent has mitigation plans for each of these 4. Major supplier disruption C physical risks identified, that have been developed as part of 5. Reverse stress test n/a longstanding business continuity and disaster recovery plans. The impacts arising from the principal risks relating to See pages 34 to 38 for further detail of our approach to employee skill base and acquisitions were not modelled as environmental sustainability and climate change. they arise as a result of specific events or transactions, the Supply chain financial effects are less extreme than other risks or they Supply chain issues have been experienced around the world, would be expected to take longer to materialise. particularly with respect to the supply of semi-conductors, in 2021 The analysis included assumptions in relation to the ability of due to COVID-19 and a number of other localised factors and the Group to take realistic and successful mitigating actions are expected to continue in the medium term. There has been no to avoid or reduce the impact or occurrence of the underlying material impact of COVID-19 on our ability to deliver goods and risks, including the ability to make significant reductions in services to customers. However, the impact of the component its operating costs. In doing so an appropriate and realistic shortages has meant that we are experiencing supply chain adjustment was made for the cost of taking those actions. cost increases and supply constraints, and there has been some disruption to the delivery timelines of hardware to our customers In performing the Viability Statement modelling the Board which to date has been managed very effectively. took into consideration the Group’s healthy cash balance of $174.8 million at 31 December 2021 and the ability of the We continue to monitor any effect from COVID-19 on the Group to continue to generate positive free cash flow even in sourcing of components and the effect that this may have on our stressed scenarios, as has historically been the case. ability to manufacture hardware and deliver product to our customers on a timely basis. 60 Spirent Communications plc Annual Report 2021 The Board reviewed and discussed with management: • the ability of management to successfully take the STRATEGIC REPORT mitigating actions identified. • the process undertaken by management to decide which scenarios to stress test; Based on the results of this analysis, the Directors have a reasonable expectation that the Group will be able to • the results of the stress testing performed, including an continue in operation and meet its liabilities as they fall due illustration of the reduction in revenue and cash generation and over the three-year period. The Viability Statement is set out in consequently the availability of cash to fund operations; and the Directors’ Report on page 122. A – Macro-economic change B – Technology change Spirent is a global business exposed to current world Spirent sells complex solutions in industries that can be economic conditions and political and trade embargo subject to rapid technological changes. Testing new uncertainties over which it has no control. technologies drives our business, but the opportunity also brings high risk since keeping at the forefront of these We have navigated regulatory changes throughout the key future technologies is critical to our success and to year and continue to work closely with our customers. ensuring that we remain competitive in our markets. Trade compliance issues continue to remain a focus, particularly with China. It is critical that our product development investment is directed at the right areas in order to deliver the solutions The business is also exposed to government spending that our customers need when they need them. priorities, principally in the United States. Spirent’s success is dependent in part on proprietary The COVID-19 crisis has created uncertainty to current technology which may be infringed by others. world economic conditions and government spending priorities. The Group continues to monitor the impact to Open-source tools become more prevalent providing the global economy. some of the functionality of our products. Due to COVID-19, there is an increased risk that Potential impact technology changes may take longer to occur. Deterioration in economic conditions and a change to the terms of conventional international trade and embargoing Potential impact of specific customers may lead to a reduction in the level If product development investment does not keep pace with of demand for Spirent’s products and services and cause the speed of change in technologies, or if it is not directed customers to delay their purchasing decisions. at the right key areas, our competitive position and financial performance will suffer. Mitigating actions The Group closely monitors both market and geographic If Spirent’s solutions take longer to develop than anticipated or trends in order to respond to changes in demand and be longer to develop than our competitors, then our competitive in a position to take timely actions to protect profitability position and financial performance will also suffer. where possible. Changes in technologies may lead to a short-term pause In addition, Spirent has a large number of geographically by our customers investing in our solutions. diverse customers, which may mitigate the impact of issues Intellectual property claims can result in significant defence in any one area. costs and may affect Spirent’s ability to market its products. Customers may choose to use open-source tools instead of some Spirent products to meet part of their testing needs. Mitigating actions All Spirent’s businesses work very closely with customers and remain focused on their requirements. Each business makes investment decisions specifically related to its solutions portfolio based on market needs. Spirent continues to focus its investment into areas that offer the most potential for sustainable earnings growth. In 2021 the product development investment was $113.3 million (2020 $103.1 million). Spirent has active intellectual property protection programmes in place to obtain appropriate protection in a cost-effective manner. 61Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Principal risks and uncertainties continued C – Business continuity Operational risks are present in the Group’s businesses, revenue recognition. Disruption, financial problems of contract including the risk of failed internal and external processes manufacturers or limitations in their manufacturing capacity and systems, human error and external events, such as could limit supply and/or increase cost. a natural disaster, climate change, a global pandemic The ongoing semi-conductor supply chain shortage could or cybersecurity attacks. For example, a significant lead to further disruption to the delivery of hardware to portion of our communications operations are located customers and further supply chain cost increases in 2022. in California which has in the past experienced natural disasters, including earthquakes and wildfires. Failed internal and external processes, systems or human error could lead to compliance issues. Our TCFD-related analysis has considered the potential of increasing intensity and frequency of storms and If a cyber-attack were to be successful it could result in concentrated rainfall events, and frequency of wildfires, loss of data and confidential information and damage to and we have assessed that these risks would possibly Spirent’s intellectual property, causing major disruption to cause some disruption to operations. The understanding the business. Any security vulnerabilities in our products could of climate change related risks is incorporated into the also adversely impact our customers. There would also be a risk management framework. potential impact on Spirent’s credibility in the security market. The Group has therefore taken steps to manage Mitigating actions the increase to business continuity risk, including An important component of Spirent’s corporate governance is invoking business continuity plans in each location, its risk management strategy. IT disaster recovery plans are in closely monitoring the impact to the supply chain with place for all core business systems and ensure that the wider additional inventory procured on key components operations are all fully covered. In 2021, we performed the and by adding alternate suppliers, making last time annual refresh and test of the Group Business Continuity and buys as necessary, and by boosting the global Spirent Disaster Recovery Policy and Procedure. information technology systems to enable the workforce to work remotely. Spirent has mitigation plans for each of the TCFD physical risks identified, that have been developed as part of Contract manufacturers are used for a substantial longstanding business continuity and disaster recovery amount of Spirent’s products and have experienced plans. Spirent engineering centres are situated across the cost increases, end of life notices, lead time and delivery globe allowing flexibility and agility should one site become challenges with semi-conductors, leading to some affected. Where possible we have second source component shortages and increased costs during 2021. Spirent’s supply to assist with the mitigation of interruptions in supply major contract manufacturer is located in Thailand. and regular meetings are held with contract manufacturers. The incidence of cybercrime continues to rise. Spirent is In addition, the Group’s largest manufacturing subcontractor dependent on its information technology systems for both has multiple worldwide sites and comprehensive business internal and external communications as well as for its continuity plans. day-to-day operations. The Group has appropriate business interruption insurance in place. Potential impact A significant natural disaster or global pandemic could disrupt We are working closely with our contract manufacturers the Group’s ability to conduct business and adversely impact and are in frequent direct consultation with key component revenue and operating results. suppliers worldwide to mitigate the impact of the ongoing semi-conductor supply chain challenges. The situation is Higher peak and average temperatures could lead to dynamic and we will take appropriate action to mitigate increased capital expenditure to expand or upgrade cooling the supply chain risk including the careful management of equipment across multiple Spirent sites. planning and fulfilment. The shift towards renewables and away from fossil fuels may During 2021, we continued with a programme of work result in associated increased costs. Starting in the short term, to enhance processes and procedures in the area of energy costs are likely to increase due to higher investment cybersecurity. Third party providers are used in both requirements in low carbon technology and expected the testing and monitoring of our security profile. additional carbon-related levies. We also expect additional administrative burden on the business, likely increasing the costs for resource to deliver and report. We do not estimate the impact to be material to Spirent. In the medium to long term, our TCFD climate-related analysis has highlighted the risks of site damage to building and infrastructure, lost time and productivity and any associated increased cost of insurance. Additionally, a major supplier disruption event is a possible key risk, causing an outage for a period of time which we assess as causing possible delays to customer shipments and the timing of 62 Spirent Communications plc Annual Report 2021 D – Customer dependence/customer STRATEGIC REPORT E – Competition investment plan The Group sells its products and services to a wide range Spirent operates in a range of highly competitive niche of companies and continually seeks to expand its customer markets which experience rapid technological change. base. In 2021, no one customer accounted for more than 10 In order to compete effectively, it is necessary to establish per cent of Group revenue, although the top ten customers and maintain technological differentiation in our solutions. represented 38 per cent of Group revenue (2020 41 per cent). The Group faces competition from new market start-ups as In some of our markets certain customers have a dominant well as more established and well-resourced companies. market share, which makes doing business with these customers Industry consolidation amongst our direct competitors and their suppliers critical to the success of our business. may bring about a shift in competitive advantage. In addition, many of the companies with which we do business are some of the largest global telecommunications Potential impact corporations. Therefore meeting our development Actions by competitors and increased competition can bring obligations, producing high quality products and being on about pressure on Spirent’s gross margin. These factors could time are vital to Spirent’s reputation and success. also affect Spirent’s competitive position, thereby reducing revenue and consequently affecting financial results. Changes in our major customers’ priorities in technology investments can also have a significant impact on Consolidation continues within our sector. The consolidation their spending on Spirent products and on those in the of competitors may bring opportunities for Spirent but can customers’ supply chain. also change the competitive landscape as competitors are able to leverage product capabilities or sales channels. The industry continues to experience consolidation which does disrupt the spending patterns of affected customers. Mitigating actions As a result of COVID-19, customer spending patterns remain The Group’s broad solution portfolio, market-leading uncertain, particularly for lab and government markets. The capabilities and customer focus continue to address this risk. Group has taken steps to evolve the sales team in order to Spirent aims to maintain market-leading positions strengthen relationships with customers. through significant investment in the development of differentiated products. Potential impact Loss of one or more of Spirent’s major customers could have Competitor activity is closely monitored with a view to a significant impact on Spirent’s financial results. maintaining clear differentiation based on Spirent’s products, services and global reach. Spend on Spirent’s products is often capital in nature and so customer spend can fluctuate significantly from year-to-year. Significant failings in either quality or being able to deliver in the appropriate timescale could cause long-lasting damage to Spirent’s reputation and relationships. Over recent years there has been significant consolidation in our customer base amongst service providers and network equipment manufacturers. This trend continues and often results in delays in spending, thereby reducing demand for Spirent’s solutions and services. It also reduces the potential number of customers to which those solutions and services could be sold. Changes in our customers’ technology investments can result in reduced spending on our existing solutions before customers and those in the customers’ supply chains increase spending on new technologies. Mitigating actions Strong customer relationships are critical to Spirent. We aim to provide innovative solutions which meet customers’ needs and we place great emphasis on providing professional service and support. One of the Group’s strategic objectives is to invest in deepening our customer relationships and our key account management initiatives assist to ensure robust relationships with our largest customers. We place engineers on site with our customers and undertake site surveys of intended plans for the use of test solutions in their business. We seek to establish thought leadership in our industry through participation in standards bodies and industry forums, which in turn creates additional links with customers. Our approach is to play a key part in the wider supply chain to our key service provider customers by aligning with early adopters of technology. 63Spirent Communications plc Annual Report 2021 STRATEGIC REPORT ## Principal risks and uncertainties continued F – Acquisitions G – Employee skill base A key emerging element of Spirent’s strategy is to develop Employees are crucial to the success of our business. new capabilities and technologies, and to expand our Attracting and retaining highly qualified and skilled addressable markets, sometimes through acquisition. employees is essential to enable the Group to deliver on its strategy and to the success of the business. Integration of acquisitions can be a complex process and the results expected from acquisitions may not be Potential impact achieved due to problems encountered in integration, Intense competition for personnel is faced from other changes in market conditions, the rate of adoption of new companies and organisations and the loss of key employees, technologies, or sometimes deficiencies arising in the due the failure to attract and retain other highly skilled employees, diligence processes. or the failure to adequately plan for succession may impair Spirent’s ability to run and expand the business effectively. Potential impact Underperformance by acquisitions will impact the Group’s Mitigating actions results and may lead to impairment of goodwill and/or Investing in people is at the core of the Group’s strategy. intangible assets. The aim is to find, keep and engage the highest calibre of employees and encourage their contribution and Mitigating actions development. An environment that fosters innovation and Rigorous strategic and financial evaluations of all acquisition collaboration is critical to Spirent’s success, as is ensuring opportunities are carried out. Detailed financial and incentive plans are competitive. commercial due diligence is performed. The Board will only authorise transactions after all due diligence has been We have refined our employee value proposition and successfully completed and where the financial hurdles are continue to make Spirent a more inclusive, diverse and within the agreed guidelines. engaging place to work to attract and retain talent. Integration plans and processes are carefully considered Succession planning for senior posts in the Company is prior to acquisition. reviewed periodically by the Board. The Board reviews post-acquisition performance. Appropriate career paths and internal recognition programmes are developed for both technical and non-technical staff. Regular reviews are performed to ensure that all elements of compensation across the Group are competitive with the market. 64 Spirent Communications plc Annual Report 2021 ## Non-financial information statement This section of the Strategic Report constitutes the Non-Financial Information Statement of Spirent Communications plc, STRATEGIC REPORT produced to comply with Sections 414(C)(A) and 414(C)(B) of the Companies Act 2006. The information listed in the table below is incorporated by cross-reference. Policies and standards which | Reporting requirement | govern our approach Additional information and risk management | | | --- | --- | --- | | Environmental matters Group Environment Policy | | Stakeholder engagement (pages 28 to 31) | | | Group Sustainability Policy | Sustainability (pages 34 to 41) | | | Supplier Code of Conduct | Task Force on Climate-related Financial Disclosures | (pages 37 to 38) Sustainability Report at corporate.spirent.com | Employees Business Ethics Policy | | Stakeholder engagement (pages 28 to 31) | | --- | --- | --- | | | Whistleblowing Policy | Sustainability (pages 34 to 41) | | | Occupational Safety Policy | Sustainability Report at corporate.spirent.com | | | Diversity and Inclusion Policy | Audit Committee report (pages 84 to 89) | Nomination Committee report (pages 81 to 83) Report on Directors’ remuneration (pages 90 to 118) | Social matters Group Environment Policy | | Stakeholder engagement (pages 28 to 31) | | --- | --- | --- | | | Group Sustainability Policy | Sustainability (pages 34 to 41) | | | Diversity and Inclusion Policy | Sustainability Report at corporate.spirent.com | | | Supplier Code of Conduct | Nomination Committee report (pages 81 to 83) | Directors’ report (pages 119 to 122) Respect for human rights Modern Slavery Statement Stakeholder engagement (pages 28 to 31) Diversity and Inclusion Policy Sustainability (pages 34 to 41) Sustainability Report at corporate.spirent.com Nomination Committee report (pages 81 to 83) | Anti-corruption and bribery Business Ethics Policy | | Sustainability (pages 34 to 41) | | --- | --- | --- | | | Groupwide Dealing Policy | Directors’ statement on corporate governance | | | Supplier Code of Conduct | (pages 71 to 80) | Audit Committee report (pages 84 to 89) Directors’ report (pages 119 to 122) Description of the business model Business model (pages 22 to 23) Description of principal risks and Business model (pages 22 to 23) impact of business activity Principal risks and uncertainties (pages 59 to 64) Task Force on Climate-related Financial Disclosures (pages 37 to 38) Non-financial key performance Strategic Report (pages 1 to 65) indicators Key performance indicators (pages 24 to 25) The policies mentioned above form part of Spirent Communications plc’s Group policies, which act as the strategic link between our purpose and values and how we manage our day-to-day business. The Board has determined that the policies remain appropriate, are consistent with the Company’s values and support its long-term sustainable success. Approval Pages 1 to 65 form part of the Strategic Report, which has been reviewed and approved by the Board. Angus Iveson Company Secretary 10 March 2022 65Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Chairman’s introduction to governance Sir Bill Thomas Chairman Dear shareholder We were pleased to welcome a new Non-executive Director Strong governance is essential for the effective delivery of our to the Board in April 2021. Maggie Buggie has brought broad strategy, the creation of value for all our stakeholders and experience of the Group’s target growth areas along with key the ongoing development and sustainability of our business. insights into the future of our industry and I have no doubt she Our governance framework has served the Group well through will make a significant contribution to the Board. another challenging year. I would like to thank the Board for The world of governance rarely stands still and the Board their time and dedication over the course of the year. must ensure that the Group keeps pace with the changing Continuing to adapt to new ways of working during the regulatory landscape. We acknowledge the continuing trend pandemic, the Board and its Committees met regularly using for greater insight into ESG issues among our stakeholders video conferencing technology. This was an effective way to and have responded by formalising a new management maintain strong governance, cover the wide range of topics in committee to deal specifically with these issues at an our programme of business and focus on delivering the Group’s executive level with regular reports on developments and strategic aims. An outline of topics covered by the Board in the trends being brought to the Board. I am also pleased that year is set out on page 74. Whilst not as satisfactory as face the preparations for reporting under the Task Force for to face meetings, the Board and Committees continued to Climate-related Financial Disclosures (“TCFD”) have gone function effectively, an assessment supported by the findings of well; a summary of our approach is set out on pages 37 our Board effectiveness review in the last quarter of 2021. I am to 38 but references to our TCFD approach can be found glad that we were able to return to face to face meetings later throughout this Annual Report. in the year, when travel restrictions allowed. We know our Annual General Meeting (AGM) provides our This year’s evaluation was facilitated externally, with a shareholders with a valuable opportunity to communicate detailed review of the Board and its principal Committees with us. Although the 2022 AGM will once again be planned covering a wide range of topics. Further information on the as an in-person meeting, we acknowledge that not all of process and focus areas identified in this year’s review can our shareholders are able to join us in London and so will be be found on pages 76 and 77. It is my view that the Board enabling shareholders to submit questions by email to be has discharged its duties effectively in the year under review. answered at the AGM, which will be webcast for shareholders I am not, however, complacent and neither are my fellow to watch live. Directors. The evaluation identified areas which will benefit I hope you find this Report useful. from further development and these topics are among the Board’s key priorities. Sir Bill Thomas We have continued to enhance our stakeholder engagement Chairman and continue to place stakeholder interests at the centre of 10 March 2022 all our business considerations. Details of engagement with shareholders and other key stakeholders can be found on pages 28 to 31. 66 Spirent Communications plc Annual Report 2021 Compliance with the UK Corporate Governance Code As a premium listed company on the London Stock Exchange, the Company is reporting in accordance with the UK Corporate Governance Code (the “Code”) published in July 2018. The Code sets out standards of good practice in relation to board leadership and Company purpose, division of responsibilities; composition, succession and evaluation; audit, risk and internal control; and remuneration. The Code is published by the UK Financial Reporting Council (FRC) and a copy of the Code is available from the FRC website at www.frc.org.uk. The Board confirms that the Company has complied with the Code throughout the period under review except for Provision 36, relating to executive directors’ post-employment share ownership, and Provision 38, relating to executive directors’ pensions. Measures are now in place to address each of these areas: requirements for post-cessation share ownership by new Executive Directors were introduced in the revised Remuneration Policy approved by shareholders at the 2021 Annual General Meeting; and the alignment of Executive Director retirement benefits with those in the wider CORPORATE GOVERNANCE workforce will be in place by the end of 2022. These measures will ensure that the Company is in full compliance with the Code by the end of 2022. Board leadership and Company purpose The Board’s ultimate objective is the long-term sustainable success of the Company. Read more about our strategy in our Strategic Report and how the Board achieves this through, amongst other things, stakeholder and workforce engagement (pages 28 to 31), establishing a clear and aligned Company purpose, strategy and values (pages 6 and 7) and how the Board assesses and monitors culture (pages 10 and 11). Division of responsibilities The Board consists of two Executive Directors, five Independent Non-executive Directors and the Non-executive Chairman, who was considered independent on appointment to the Board. Additional external appointments of Board members during 2021 received prior Board approval. Directors’ other time commitments are in line with the key institutional investor and investor body guidelines. Composition, succession and evaluation The Nomination Committee report (pages 81 to 83) describes its activities during 2021, including information on succession planning and diversity and inclusion matters. Details of the Board’s effectiveness review which took place during the period are set out on page 76 and details of Board composition on page 71. Audit, risk and internal control The Audit Committee report (pages 84 to 89) describes the work of the Committee and how it discharges its roles and responsibilities. The Board, supported by the Audit Committee and its Risk Sub-Committee, completed a robust assessment of the Company’s emerging and principal risks during the period under review and has well established procedures to manage risk. The Company’s disclosures regarding principal risks are set out on pages 59 to 64. Remuneration The Report on Directors’ remuneration on pages 90 to 118 describes the work of the Remuneration Committee during 2021, and sets out how executive remuneration is aligned with the Company’s purpose, values and strategy and how workforce remuneration and related policies have been considered in its decision making regarding executive remuneration. Board composition Gender Ethnicity (as defined in Board tenure Age Parker Review 2021) | ɏǍດǍǙ | | ɠǍ᎐ǍǙ | | ɠǍ᎞Ǎ̻ǍǙ | | ɝǍኽǍѾǍǙ | | | --- | --- | --- | --- | --- | --- | --- | --- | | | Male 5 | | Director of colour 2 | | 0-2 years 2 | | 35-45 years 1 | | | Female 3 | | White 6 | | 3-5 years 5 | | 46-55 years 3 | | | | | | | 6-9 years 1 | | 56-65 years 4 | 67Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Board of Directors Sir Bill Thomas Eric Updyke Paula Bell Jonathan Silver Chairman Chief Executive Officer Chief Financial & Senior Independent Operations Officer Non-executive Director N A N R | Appointed | Appointed | Appointed | Appointed | | --- | --- | --- | --- | | Chairman in May 2017; | Chief Executive Officer | Chief Financial Officer in | Senior Independent | | Non-executive Director in | in May 2019 | September 2016 | Non-executive Director in | | December 2016 | | | November 2016; Chairman | | | Skills and experience | Skills and experience | | of Audit Committee in August Skills and experience Most recently, Eric was on the Paula has extensive FTSE 250 2015; Non-executive Director Sir Bill brings strong commercial executive management team board experience and, in in June 2015 | and management experience | of Amdocs reporting directly | particular, working with global | | | --- | --- | --- | --- | | to the Board. His extensive | to the CEO. In his capacity as | technology and engineering | Skills and experience | | international technology | Group President, Services at | businesses. Paula has | Jonathan brings experience in | | experience, together with his | Amdocs Ltd he had global | demonstrable experience of | finance, risk, control, governance | | track record in leading major | responsibility for the entire | effective commercial, financial | and international business | | change in large organisations, | Managed Services, Testing and | and operational management | expertise. He was Chief Financial | | provides valuable insight. Sir Bill | SI businesses. This business | leading to increased earnings | Officer at Laird plc until 2015, | | is a former Senior Vice President | encompassed 10,000 employees | whilst driving a strategic | having held a variety of roles in | | at Hewlett Packard and was on | and roughly $2 billion in revenue. | agenda. Paula was previously | his 30 years with the company. | | the executive committee of EDS | Prior to that role, Eric was | CFO at John Menzies Plc from | | Jonathan is a Member of plc as Executive Vice President. Division President for North 2013 and CFO at Ricardo Plc the Chartered Accountants | | America at Amdocs where | from 2006 to 2013. Paula has | | | --- | --- | --- | --- | | Other roles | | | of Scotland. | | | he managed a $1 billion P&L | held senior management | | Chairman of Clarkson PLC (until and was responsible for the roles at BAA plc, AWG plc and Other roles May 2022); Chairman of Node4 relationship with North American Rolls-Royce Plc, leading business Non-executive Director and (until March 2022), a private communications service development for international Chairman of Audit Committee equity-owned IT services firm; providers. Prior to his time at growth underpinned by at East and North Hertfordshire Non-executive Director of The Amdocs, he held executive roles extensive M&A activity. NHS Trust; Non-executive Co-operative Bank; member at Nokia Siemens Networks and Director and Chairman of of Advisory Board of FireEye, Paula is a Fellow of the AT&T. Eric has a great track Audit Committee at Henderson Inc. Sir Bill was awarded a Chartered Institute of record of success, has functional High Income Trust PLC. knighthood in the New Year Management Accountants expertise in every facet of the Honours 2020. and a Chartered Global business and has excelled in Management Accountant. multi-cultural global companies. | Eric has an MBA in Finance and | Other roles | | --- | --- | | a Bachelor’s degree in Electrical | Since September 2018, | | Engineering from Cornell University. | Non-executive Director and, | since January 2019, Chair of Audit Other roles and Risk Committee at Keller Since 2019, Non-executive Group Plc. Director of Symend, Inc. Committee key A Audit Committee N Nomination Committee R Remuneration Committee Committee Chairman 68 Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE Gary Bullard Maggie Buggie Wendy Koh Edgar Masri Independent Independent Independent Independent Non-executive Director Non-executive Director Non-executive Director Non-executive Director A N R A N R A N R A N R | Appointed | Appointed | Appointed | Appointed | | --- | --- | --- | --- | | Chairman of Remuneration | Non-executive Director | Non-executive Director | Non-executive Director | | Committee in May 2017; | in April 2021 | in January 2018 | in January 2018 | Non-executive Director in Skills and experience Skills and experience Skills and experience December 2016 | | Maggie is a technology industry | Wendy brings strong technology | Edgar brings to the Board | | --- | --- | --- | --- | | Skills and experience | executive, adviser and speaker, | sector experience from various | wide-ranging experience of | | Gary brings extensive experience | serving most recently as SVP | strategic and sales roles she | managing companies across | | in senior management positions, | and Chief Business Officer at | has undertaken in the APAC | the technology sector with a | | including sales and marketing | SAP Customer Success Services. | region with Juniper Networks, | focus on driving investment | | roles, at IBM and BT Group | Prior to this, Maggie was | most recently as Senior Vice | and profitability. Edgar is Chief | | plc and was a Non-executive | General Manager and Global | President Global GTM Strategy | Executive Officer of the Accton | | Director of Chloride Group plc. | Head of Innovation Services | and Business Development, a | Group, a global leader in the | | Until 2012 he was President at | and Solutions at SAP. She has | global role focused on leading | design and manufacturing of | | Logica UK and a member of | significant experience building | transformational strategy and | networkingproducts. Prior to this, | | the Executive Committee of | fast-growth digital businesses | establishing partnerships to | Edgar was President and Chief | | Logica plc. | and previously led Digital Sales, | increase value proposition | Executive Officer of Qualtre, Inc., | | | Markets and Industries globally | for customers. Wendy also | a US-based start-up acquired | Other roles at Capgemini and Global Cloud previously worked for Cisco by Panasonic Corporation Non-executive Chairman Sales and Consulting for Fujitsu. Systems from 1998 to 2003. in December 2016. Prior to of Gooch & Housego PLC; this, Edgar was President and Non-executive Chair of AFC Maggie serves on the Wendy holds a Bachelor of CEO of 3Com Corporation, a Energy PLC; and Chairman of International Committee of the Engineering in Electrical and leading global data networking Recycling Technologies plc. UK Chartered Management Electronics from Nanyang company, bringing the company Institute and also served on the Technological University to record revenue and gross Board of Green Token by SAP, and a Graduate Diploma margins before it was taken into winning the “Women in the City” in Marketing Management private ownership. technology category award. from the Singapore Institute She is on the next generation of Management. Edgar holds a Diplôme committee at Leap, a charity that d’Ingénieur from Ecole Centrale Other roles helps young people manage de Paris, a Master of Science Vice President, Pathways, conflict. She advises scale-ups degree in Electrical Engineering Alliance & Strategy APAC at in the sustainability, customer from the University of California NetApp Singapore. experience and enterprise at Berkeley, and a Master of AI segments. Business Administration with distinction (Arjay Miller Scholar) Maggie holds both a Master from Stanford University. of Letters and a BBS Lang in Business and French from Trinity Other roles College, Dublin. She also holds Venture Partner at Sway a degree from the Grande École Ventures; Independent Director de Commerce de Rouen, France. of Kollective Technology, Inc. 69Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE # Board statements ## Board statements | Requirement | Compliance statement | Where to find further information | | --- | --- | --- | | Strategic Report | The Strategic Report was approved by the Board of Directors on 10 March 2022. | Pages 1 to 65 | | NFR statement | The Company has complied with the Non-Financial Reporting Directive contained in Sections 414CA and 414CB of the Companies Act 2006. | Page 65 | | Section 172 of the Companies Act 2006 | The Board of Directors, through the Strategic Report, provides information for shareholders to help them assess how the Directors have performed their duty, under Section 172, to promote the success of the Company and, in doing so, had regard to the matters set out in that section. This includes considering the interests of other stakeholders which will have an impact on the long-term success of the Company. | Pages 28 to 31 | | Compliance with the UK Corporate Governance Code | In accordance with the Listing Rules of the UK Listing Authority, the Company confirms that throughout the period ended 31 December 2021 and at the date of this Annual Report, it was in compliance with all the relevant provisions as set out in the 2018 UK Corporate Governance Code, with the exception of Provision 38, relating to executive directors' pensions. Measures are set out in the Report on Directors' remuneration on pages 90 to 118 that explain how the Company will achieve full compliance with the 2018 UK Corporate Governance Code by the end of 2022. | Pages 66 to 123 | | Going concern | After making appropriate enquiries and taking into account the matters set out in this Annual Report, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future and therefore continue to adopt the going concern basis when preparing the financial statements. | Page 122 | | Viability statement | The Directors confirm that they have a reasonable expectation that the Group will continue in operation and meet its liabilities as they fall due over the three-year period under review. | Page 122 | | Robust assessment of the principal risks facing the Group | The Directors confirm that they have carried out a robust assessment of the principal and emerging risks facing the Group, including those that would threaten its strategy, business model and future performance. The Directors also assessed the Group's risk appetite with regard to each risk and considered how to manage and mitigate such risks. | Pages 59 to 64 | | Annual review of the systems of risk management and internal control | During the period ended 31 December 2021, the Audit Committee provided transparency on the Group's systems of risk management and internal control. | Pages 84 to 89 | | 'Fair, balanced and understandable' statement | The Board agrees with the recommendation of the Audit Committee that this Annual Report, taken as a whole, is fair, balanced and understandable. | Page 84 | | Report on Directors' remuneration | The Directors confirm that their report on remuneration for the period ended 31 December 2021 complies with the requirements of the Listing Rules of the UK Listing Authority, Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended) and the provisions of the 2018 UK Corporate Governance Code. | Pages 90 to 118 | | Competition and Markets Authority | The Audit Committee considers that the Company complied with the mandatory audit processes and Audit Committee responsibility provisions of the Competition and Markets Authority Audit Order for the period ended 31 December 2021. | Pages 84 to 89 | | Modern Slavery Act 2015 | The Directors confirm, for the financial year ended 31 December 2021, that steps have been taken in relation to our responsibilities under Section 54 of the Modern Slavery Act 2015 and that the Board approved a statement setting out the steps that have been taken to combat modern slavery in the Group's supply chain. | Page 41 | | Task Force on Climate-related Financial Disclosures (TCFD) | The Directors confirm that the Company has complied with the recommendations of the Task Force on Climate-related Financial Disclosures. | Pages 37 to 38 | 70**Spirent Communications plc**^{}[] Annual Report 2021 ## Directors’ statement on corporate governance Board governance framework Spirent Communications plc Board Executive Audit Disclosure Nomination Remuneration Directors Committee Committee Committee Committee CORPORATE GOVERNANCE ESG Management Risk Committee Sub-Committee The Board The Chairman holds regular discussions with the Non-executive The Board of Directors is collectively responsible to the Directors, both individually and as a group, without the Company’s shareholders for the direction and oversight Executive Directors present to ensure a free and frank of the Company to ensure its long-term success. exchange of views on the effectiveness of the Executive Directors and senior management. The Board met regularly throughout the year to approve the Group’s strategic objectives, to lead the Group within Committees of the Board a framework of effective controls which enable risk to Certain specific responsibilities are delegated to the be assessed and managed, and to ensure that sufficient Committees of the Board, notably the Audit, Nomination resources are available to meet the objectives set. and Remuneration Committees, which operate within clearly There are a number of matters which are specifically reserved defined terms of reference and report regularly to the Board. for the Board’s approval. These are set out in a clearly defined Further details are set out in the reports of each Committee schedule which includes: matters relating to the Group’s that follow this statement. strategic plan; approving the annual business strategy and A Disclosure Committee of the Board is also in place, to objectives; the nature and extent of principal risks to be ensure that adequate procedures, systems and controls are taken to achieve the strategic objectives; changes relating maintained and operated to enable the Company to fully to structure and capital; approval of trading statements, comply with its obligations regarding the timely and accurate half year results, final results and Annual Report and identification and disclosure of all information to meet the Accounts; declaring interim dividends and recommending legal and regulatory obligations and requirements arising final dividends; the Group’s policies and systems of internal from the Companies Act 2006, the FCA’s Listing Rules, the control and risk management; approving capital projects, Disclosure Guidance and Transparency Rules and the EU acquisitions and disposals valued at over $2 million; and Market Abuse Regulation, as it forms part of retained EU law. provision of adequate succession planning. The Board notes, however, that the existence of this Disclosure The schedule of matters reserved for the Board was reviewed, Committee does not absolve the Board from its obligations approved and adopted at the December 2021 Board meeting. in this area. This Committee comprises the CEO, the CFO and the Company Secretary, with the Chairman and the Senior Board composition Independent Non-executive Director authorised to act as At the date of this Report, the Board comprises the Non- alternates in the event that a quorum of two members cannot executive Chairman, five Independent Non-executive be met. By its nature, the Disclosure Committee meets on an Directors and two Executive Directors. ad hoc basis, when circumstances require. The Chairman and the Non-executive Directors contribute Membership of each Committee of the Board is reviewed entrepreneurial leadership and external expertise and annually and minutes of Committee meetings are made experience in areas of importance to the Company, such available to all Directors on a timely basis. The written as strategic investments including specific knowledge, terms of reference for the Audit, Disclosure, Nomination and understanding and experience of growth areas, corporate Remuneration Committees, all of which were reviewed, updated finance, general finance and corporate governance. They also where necessary and approved during the year, are available contribute independent challenge and rigour to the Board’s on the Company’s website at corporate.spirent.com. deliberations and assist in the development of the Company’s The Chairmen of the Audit, Nomination and Remuneration strategy, scrutiny of the performance of management in Committees intend to be available at the Annual General meeting agreed goals and targets and satisfying themselves Meeting to answer questions on the work of their of the integrity of the Company’s internal controls and risk respective Committees. management systems. 71Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Directors’ statement on corporate governance continued Committees of the Board continued Company Secretary An Executive Director-led Management Committee has been The Company Secretary & General Counsel is responsible established to lead and monitor ESG matters and co-ordinate for advising and supporting the Chairman and the Board the reporting of issues and updates to the Board. Further on corporate governance matters as well as ensuring that information on the issues dealt with by this Committee are there is a smooth flow of information to enable effective set out in the Sustainability section of this Annual Report decision making. All Directors have access to the advice and on page 34. services of the Company Secretary and can take independent professional advice in respect of their duties, at the There is also a formal Risk Sub-Committee of the Audit Company’s expense. Committee to monitor risks and uncertainties at corporate and business unit levels. Further details of this Sub-Committee Independence can be found in the Audit Committee report on page 86. The independence of each Non-executive Director is reviewed on appointment and at least annually. The Board Chairman and CEO determined that the current Non-executive Directors are The roles of the Chairman and the CEO are separately held. each independent in character and judgement, save for the The division of their responsibilities is clearly established, set Chairman who was deemed independent by the Board at out in writing, and agreed by the Board to ensure that no one the date of his appointment. None have been employed by person has unfettered powers of decision. The Chairman is the Company previously in any capacity or have any current responsible for the operation and leadership of the Board, material business relationship with any Group company. ensuring its effectiveness and setting its agenda. The CEO is responsible for leading and managing the Group’s business Non-executive Directors at Spirent receive no remuneration within a set of authorities delegated by the Board and the from the Company other than their fees (detailed in the Report implementation of Board strategy and policy. on Directors’ remuneration on page 100). Each Non-executive Director has confirmed that they do not represent any Authority for the operational management of the Group’s significant shareholder in the Company. No individual or business has been delegated to the CEO for execution or group of individuals dominates the Board’s decision making further delegation by him for the effective day-to-day running and the Code requirement stating that at least half of the and management of the Group. Board (excluding the Chairman) should comprise independent Non-executive Directors is satisfied. Senior Independent Director The role of Senior Independent Director is to act as a Appointments to the Board sounding board for the Chairman and to serve as an There is a formal, rigorous and transparent procedure for intermediary for other Directors as required. He is also the appointment of new Directors to the Board. Details are available to shareholders to convey concerns to the Board available in the Nomination Committee report on pages 81 which they have been unable to convey through the Chairman and 83 which also provides details of the Committee’s role or through the Executive Directors. During the year, led by and activities. the Senior Independent Director, the Non-executive Directors have met without the presence of the Chairman (including to Commitment appraise the Chairman’s performance). The letters of appointment for the Chairman and Non-executive Directors set out the expected time Non-executive Directors commitment required of them and are available for In addition to their responsibilities for strategy and business inspection at the Company’s registered office and at results, the Non-executive Directors play a key role in the Annual General Meeting. providing a solid foundation for good corporate governance and ensure that no individual or group dominates the Board’s The Board is mindful of investors’ concerns on ‘overboarding’ decision making. They each occupy, or have occupied, senior and the particular attention given to the time commitment positions in industry, bringing valuable external perspective and availability of Directors. The external commitments to the Board’s deliberations through their experience and of each Director are monitored to enable the Board to be insight from other sectors which enables them to contribute assured that all of the Directors devote sufficient time and significantly to Board decision making. The formal letters of attention as is necessary in order to perform their duties. The appointment of the Non-executive Directors are available for list of external appointments held by Directors can be found inspection at the Company’s registered office. on pages 68 and 69. 72 Spirent Communications plc Annual Report 2021 Board development New Directors participate in an induction programme on the operations and activities of the Group, the role of the Board and the matters reserved for its decision, the Group’s corporate governance practices and procedures and their duties, responsibilities and obligations as directors of a listed public limited company. This programme is normally then supplemented by visits to key locations and meetings with, and presentations by, senior executives. Ongoing training for Directors is available as required and can be provided by means of external courses, internal computer-based training, briefings from specific consultants or in-house presentations. In addition, the Board’s knowledge and understanding of the legal and regulatory environment are updated through the provision of information by the Group’s advisers and by means of regular updates from the Company Secretary. New Directors are encouraged to take advantage of opportunities to meet with major shareholders and attend presentations to analysts where possible. CORPORATE GOVERNANCE Further details of the appointment and induction process are set out in the Nomination Committee report on pages 81 to 83, with particular reference to the appointment and induction of Maggie Buggie, who joined the Board as an Independent Non-executive Director in April 2021. Board meetings The Board held nine meetings during the year; due to travel restrictions during the COVID-19 pandemic most meetings were held by video conference, although those Directors who were able to meet in person did so. Discussion papers for Board and Committee meetings are provided to Directors in advance of the meeting. Should a Director be unable to participate in a meeting either in person or remotely, the Chairman will solicit their views on key terms of business in advance of the relevant meeting, so that these can be shared with the meeting. The attendance of the Directors at Board and Committee meetings during the year under review is shown in the table below. Audit Nomination Remuneration Board Committee Committee Committee Sir Bill Thomas 9/9 – 3/3 – Paula Bell 9/9 – – – Eric Updyke 9/9 – – – 1 Maggie Buggie 5/5 2/2 – 4/4 Gary Bullard 9/9 4/4 3/3 7/7 2 Wendy Koh 8/9 4/4 3/3 7/7 Edgar Masri 9/9 4/4 3/3 7/7 Jonathan Silver 9/9 4/4 3/3 7/7 Notes 1. Maggie Buggie joined the Company on 29 April 2021. 2. Wendy Koh was unable to attend an ad hoc meeting called at short notice to discuss the acquisition of octoScope, Inc. Board activities during 2021 At each Board meeting the CEO presents an update on performance, strategy and business issues such as M&A pipeline developments across the Group and the CFO presents a detailed analysis of the financial performance of the business units. Senior executives below Board level attend relevant parts of Board meetings in order to make presentations on their areas of responsibility; this gives the Board access to a broader group of executives and helps the Directors make ongoing assessments of the Group’s succession plans. The Board has a rolling programme of visits to business unit locations to deepen its appreciation of the different opportunities and challenges that each unit faces. 73Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Directors’ statement on corporate governance continued Core issues considered by the Board during 2021 Governance/compliance Finance Business/strategy January • CFO update • CEO update • 2021 Budget update • 2020 Full Year trading update review February • M&A update – acquisition of octoScope Inc | March • 2020 Full Year compliance and Annual | | | • CFO update | • CEO update including | | --- | --- | --- | --- | --- | | | | Report review | • 2020 Full Year results review | COVID-19 update | | | • Market Abuse Regulation update | | • Dividend Policy review | | | | • Modern Slavery Statement review | | • Capital Policy review | | | | • Legal update | | • Receive Audit Committee report on | | internal controls, risk management and viability statement April • AGM voting review • CFO update • CEO update including • Stakeholder engagement feedback • 2021 Q1 results review COVID-19 update (investors) June • Stakeholder engagement feedback • CFO update • CEO update including (investors) COVID-19 update • Broker update • People update • Strategy presentations | August • 2021 Half Year corporate governance | | | • CFO update | • CEO update including | | --- | --- | --- | --- | --- | | | | and compliance review | • 2021 Half Year results review | COVID-19 update | | | • Board effectiveness review kick-off | | • Insurance update | • Supply chain update | | | • Legal and trade compliance update | | | • Customer update | | | • Workforce engagement update | | | • Business unit update | | October • Stakeholder engagement feedback | | | • CFO update • CEO update including | | | | | (investors) | | COVID-19 update | | | | | | • IT Strategy update | • People update November • Governance compliance review • CFO update • CEO update including • Legal review • 2020 Q3 results review COVID-19 update • Site strategy update • “Project Cost Time” Project update • Cybersecurity update December • Board effectiveness review results • CFO update • CEO update including • Governance compliance review • 2022 Budget COVID-19 update • Business unit update 74 Spirent Communications plc Annual Report 2021 Key Board decisions and Section 172 considerations Acquisition of octoScope Inc Background Wi-Fi sits alongside 5G as a critical next-generation wireless access technology. With the explosive growth in the Internet of Things, the emergence of new mission-critical use cases in sectors such as healthcare and industry, and the expansion of applications including fixed wireless access and Wi-Fi offload, the importance of reliable and secure Wi-Fi is greater than ever. Wi-Fi applications continue to grow on the back of a robust technology roadmap (Wi-Fi 6/6E/7), the rise in remote working and expansion into new frequency bands around the world. Board discussions The Board is responsible for approval and oversight of major acquisitions. Through 2020, the Board considered the most effective use of capital to drive the growth strategy of the Group, considering both organic and inorganic options. The Board monitored developments from initial discussions, through a due diligence process to completion with the owners of octoScope, Inc, including evaluation of: CORPORATE GOVERNANCE • addressable markets; • staff and knowledge retention; • compliance and internal controls; and • sales integration. Board stakeholder The Board remained apprised of stakeholder considerations throughout the acquisition process. A summary considerations and of the key considerations which informed the Board’s decision to approve the acquisition were: impacts • Customers: The Board recognised that the addition of octoScope’s solutions to the existing Spirent wireless business would allow the Group to enhance offerings to existing customers and optimise additional revenue streams. • Workforce: The Board agreed that the retention of product management staff at octoScope would be key to the successful integration of the acquired technology into the Spirent Group. • Shareholders: The focus of Spirent’s strategic plans has been reported and subject to discussion and support in investor meetings. When considering the acquisition, the Board considered the returns which would be acceptable to investors. Outcome This complementary acquisition is in line with Spirent’s targeted investment and M&A plans outlined at its Capital Markets Day in October 2020, securing a broader assurance opportunity and expanding our diversified customer base. octoScope has been incorporated into our Lifecycle Service Assurance operating segment along with our emerging Wi-Fi revenue stream, which formerly resided in our high-speed Ethernet business within the Networks & Security operating segment. On acquisition, Eric Updyke commented: “This acquisition supports our strategy of sustainable, profitable growth by establishing Spirent as the firm market leader in the expanding Wi-Fi space, adding to our 5G solution portfolio. octoScope brings to us an impressive and well-known customer base, providing us with the opportunity to further leverage our established global routes to market and trusted relationships with our key accounts.” Strategic link Link to principal risk See also Customer Centricity Technology change Pages 8 and 9 Innovation for Growth Customer dependence/customer investment plan Operational Excellence Competition Acquisitions 75Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Directors’ statement on corporate governance continued Key Board decisions and Section 172 considerations continued Diversity and inclusion review Background Having a diverse and inclusive workforce is essential to deliver on the Group’s mission to be the global leader and trusted partner for innovative technology test and assurance solutions. Board discussions The need to increase diversity across the technology sector is well understood by the Board and senior leadership. The development of a diverse talent pipeline continues to be a focus of the Board and the Nomination Committee, reinforcing the commitment to enact change. Board stakeholder The Board knows how critical diverse and inclusive teams are to fuel our innovation and genuinely considerations and connect with the communities in which we live and work. impacts Outcome A new diversity and inclusion strategy, including a formal Equality and Diversity Statement launched in the first half of 2021, with the aim of enabling: • workforce representation that reflects the talent market; • equitable reward and advancement; and • a culture of trust, fairness and respect. Strategic link Link to principal risk See also Operational Excellence Employee skillbase Pages 10 and 11 Information flow At the start of each Board meeting, the Directors are reminded The Company Secretary manages the provision of information of their duties under the Companies Act to declare any to the Board at appropriate times in consultation with interests in the matters to be discussed and to withdraw the Chairman and CEO. In addition to formal meetings, from the meeting prior to any voting being held on any the Chairman and CEO maintain regular contact with all such issue. Any Director having such an interest would not Directors. The Chairman also holds informal meetings with be considered to form part of the quorum for discussions Non-executive Directors, without any of the executives being on that specific matter. present, to discuss any issues affecting the Group, if this is thought necessary. Regular management updates are sent Board performance evaluation to Directors to keep the Non-executive Directors informed The effectiveness of the Board is reviewed at least annually of events and developments throughout the Group between and conducted according to the principles of the Code Board meetings and to ensure that they are kept fully advised and the supporting FRC Guidance on Board Effectiveness. of the latest issues affecting the Group. The 2021 Review was facilitated by Tom Bonham Carter of The Effective Board LLP. Neither Tom Bonham Carter nor Conflicts of interest procedures The Effective Board LLP have any other connection to the The Company has procedures in place, which were reviewed Company or to any individual Director. and updated during the year, to deal with the situation where Evaluation process a Director has a conflict of interest. Following discussions with the Chairman and Company As part of this process, the Board: Secretary, which included the provision of internal policy documents, an initial questionnaire was developed for • considers each potential conflict situation separately on its the Board and its Audit, Nomination and Remuneration particular facts; Committees. Directors and the Company Secretary completed • considers the potential conflict situation in conjunction the confidential survey online, with their answers forming the with the rest of the Directors’ duties under the basis for individual one-to-one sessions with Tom Bonham Companies Act 2006; Carter to discuss observations and feedback in more depth. • keeps records and Board minutes as to authorisations The Chairman received feedback from all Board members granted by Directors and the scope of any approvals on his performance, as well as on the effectiveness of the given; and Company Secretary. The Chairman was also provided with feedback on the performance and effectiveness of • regularly reviews conflict authorisation. each Board member, with particular attention being paid to Committee Chairmen and the Senior Independent Non-executive Director. These assessments focused on the role, skills and contributions made by individual members and the dynamics at play. 76 Spirent Communications plc Annual Report 2021 The final report from The Effective Board LLP was shared Election and re-election of Directors and discussed with the Chairman and Committee Chairmen Having been appointed a Director in the period since the respectively, in advance of the Board’s meeting in December 2021, 2021 Annual General Meeting and in accordance with the where it was formally presented to the Board by Tom Bonham Company’s Articles of Association, Maggie Buggie will submit Carter. At that meeting, the conclusions and insights gained herself for election by shareholders at the 2022 Annual General were discussed, with areas of focus for 2022 identified for final Meeting. Also in accordance with the Code’s recommendations, discussion at the Board meeting in January 2022. each of the remaining Directors will also be proposed for re-election at the 2022 Annual General Meeting. Evaluation findings The review established that there was strong consensus The Board confirms that each of the Directors standing among the Board of what defined success for the Company for election or re-election has been subject to a formal both in terms of scope and over the short, medium and performance evaluation by the Chairman in relation to their longer term. A consistent view of the Company’s strengths was duty to act in the long-term interests of the Company, while CORPORATE GOVERNANCE reported, with the Board demonstrating an effective means of also having regard to other stakeholders. The evaluation of identifying challenges and threats to the Company. There was the Chairman’s performance was carried out by the Senior a consensus that the Company’s strategy is well developed Independent Non-executive Director. and remains appropriate with clear plans at Company level through to the business units. There was agreement that Financial and business reporting the Company values as defined to employees under the The Board recognises its responsibility to present a fair, “The Way We Work” banner are fully aligned to the strategy. balanced and understandable assessment of Spirent in all of its reporting obligations. This responsibility covers the Annual Board members agreed that following the appointment of Report and extends to the Half Year report and other regulatory Maggie Buggie, there was no longer any significant skills gap announcements. The Directors consider this Annual Report, in the composition of the Board and it was appropriate for the taken as a whole, to be fair, balanced and understandable, task of implementing the strategy of the Company to achieve providing the information necessary for shareholders to the define success criteria. However, opportunities for further assess the Company’s performance, business model and additions to the Board would be kept under review with strategy. In arriving at this position, the Board asked the Audit diversity and succession planning in mind. Committee to review and confirm a process is in place to There was also recognition of the effectiveness of the support this assessment. The Audit Committee confirmed that Board and the executive leadership during the pandemic, a robust approach is in place to support the fair, balanced and with financial and operational resources continuing to be understandable assessment, details of which can be found in effectively managed. the Audit Committee report on pages 84 to 89. Board action plan The Board’s areas of focus for 2022 include: Business model A description of the Company’s business model for sustainable • receiving additional competitor analysis in order to better growth is set out in “Our business model” on pages 22 and 23. understand the steps being taken by our competitors; This section provides an explanation of the basis on which the • seeking input from industry experts about trends affecting Group generates value and preserves it over the long term our industry and how they perceive Spirent to be positioned and its strategy for delivering its objectives. to respond to those trends; • continuing our programme of exploring and mitigating Going concern cyber risks to our business; and After making enquiries, the Directors have a reasonable • achieving deeper understanding of geopolitical and supply expectation that the Company and the Group have chain threats to Spirent’s business and how they might adequate resources to continue in operational existence for be mitigated. the foreseeable future. Accordingly, and consistent with the guidance contained in the document titled “Guidance on Risk Management, Internal Control and Related Financial and Business Reporting” published by the FRC, they continue to adopt the going concern basis in preparing the annual financial statements. 77Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Directors’ statement on corporate governance continued Internal control and risk management Spirent Federal and the Proxy arrangement The Board acknowledges its responsibilities for the Spirent Federal Systems Inc is a wholly owned subsidiary of Group’s system of internal control in order to facilitate the Spirent in the United States. It has been placed under a Proxy identification, assessment and management of risk, the arrangement as it is required by the US National Industrial protection of shareholders’ investments and the Group’s Security Program to maintain facility security clearances assets. The Directors recognise that they are responsible for and to be mitigated of the risks of foreign ownership, control providing a return to shareholders which is consistent with the or influence for the business it undertakes. Under the Proxy responsible assessment and mitigation of risks. agreement, Spirent Federal and the US Department of Defense (DoD) are parties to a Proxy agreement that relates Effective controls ensure that the Group’s exposure to to the management and operation of Spirent Federal. avoidable risk is minimised, that adequate accounting records are maintained, that the financial information used within In addition to their powers as Directors, the United the business is reliable and that the consolidated accounts States Government expects the Proxy Holders to exercise preparation and financial reporting processes comply with all independently the prerogatives of share ownership of Spirent relevant regulatory reporting requirements. The dynamics of Federal. The Proxy holders have a fiduciary duty, and agree, the Group and the environment within which it operates are to perform their interests in the best interests of Spirent as a continually evolving, together with its exposure to risk. shareholder (including the legitimate economic interest), and in a manner consistent with the national security interests of Internal controls can only provide reasonable and not the United States. Spirent may not remove the Proxy holders absolute assurance against material misstatement or loss. other than for acts of gross negligence or wilful misconduct or The Directors confirm that there is an ongoing, robust process for breach of the Proxy agreement (and always only with the for identifying, evaluating and managing the principal risks consent of the US Defense Security Service). faced by the Group and the operational effectiveness of the related controls; this has been in place for the year under In terms of the power to govern, the Proxy agreement vests review and up to the date of approval of the Annual Report certain powers solely with the Proxy holders and certain powers and Accounts. They also confirm that they have regularly solely with Spirent. For example, the Proxy holders cannot carry reviewed the system of risk management and internal controls out any of the below without Spirent’s express approval: utilising the review process set out below. • sell or dispose of, in any manner, capital assets or the The Directors confirm that a robust assessment of the business of Spirent Federal; principal risks facing the Company has been carried • pledge, mortgage or encumber assets of Spirent Federal out, including those risks that would threaten its business for purposes other than obtaining working capital or funds model, future performance, solvency or liquidity. Ongoing for capital improvements; consideration is also given to potential emerging risks and whether or not any of those identified have the potential to • merge, consolidate, reorganise or dissolve Spirent become a principal risk to the business in the medium to Federal; and long term. More details are set out in the Principal risks and • file or make any petition under the federal bankruptcy laws uncertainties section on pages 59 to 64 of this Annual Report. or similar law or statute of any state or any foreign country. Spirent can require the above to be carried out and these are, Management and control of US subsidiary therefore, considered to be significant participative features. Spirent Federal Systems Inc (“Spirent Federal”), which contributed approximately $44.8 million to the Group’s Spirent maintains its involvement in Spirent Federal’s activities revenue in 2021 (2020 $53.3 million), operates under a Proxy through normal business interaction and liaison with the Chair agreement, as detailed below, with the remainder of the US of the Proxy Board. Members of Spirent’s senior management business operating outside the Proxy regime and therefore team attend meetings of the Proxy Board periodically. allowing the same reporting lines and processes as the Group’s other, non-regulated businesses. Standards Guidelines on the minimum Group-wide requirements for health and safety and environmental standards are set out in policy documents and procedures. There are also guidelines on the minimum level of internal control that each of the business units should exercise over specified processes. Each business has developed and documented policies and procedures to comply with the minimum control standards established, including procedures for monitoring compliance and taking corrective action. 78 Spirent Communications plc Annual Report 2021 High-level controls Board relations with shareholders All businesses prepare annual operating plans and budgets The Board is committed to maintaining good communications which are supplemented by regular forecasts throughout with shareholders. As detailed on page 29 of this Annual the year. Performance against budget is monitored both at Report, the Chairman, CEO and CFO have regular one-to-one operational level and centrally, with variances being reported contact with individual institutional shareholders in order promptly. The cash position at Group and operational level is to develop an understanding of their views. These are then monitored constantly and variances from expected levels are discussed with the Board. Key themes for discussion in 2021 investigated thoroughly. Clearly defined guidelines have been have continued to include developments in the Company’s established for capital expenditure and investment decisions. growth strategy and the impact of the global COVID-19 These include the preparation of budgets, appraisal and pandemic on the Group’s business. review procedures, and delegated authority levels. All Directors are offered the opportunity to develop a dialogue with major shareholders to listen to their views. CORPORATE GOVERNANCE Financial reporting Presentations are made to analysts, investors and prospective Detailed management accounts are prepared every month, investors covering the Full Year and Half Year results. Executive being consolidated in a single system and reviewed by senior Directors receive regular reports prepared by an independent management and the Board. They include a comprehensive capital markets advisory firm which provides comprehensive set of financial reports and key performance indicators information relating to the Company’s major shareholders. covering commercial and operational issues. Performance against budgets and forecasts is discussed regularly at The Company seeks to maintain a dialogue with the various Board meetings and at meetings between operational and bodies which monitor the Company’s governance policies Group management. The adequacy and suitability of key and procedures. performance indicators is reviewed regularly. The Company is always keen to hear the views of its private shareholders and we encourage them to access our website Internal audit at corporate.spirent.com for our Company reports and All of the internal audit activities are co-ordinated by the business information. Detailed enquiries can be sent to our Head of Internal Audit & Risk who has direct access to the shareholder mailbox at investor.relations@spirent.com. Board Chairman and to the Audit Committee Chairman Any concerns raised by shareholders or their representatives, and is accountable to the Audit Committee. whether expressed directly or through voting patterns at All Group businesses are required to comply with the Group’s the Company’s AGM, are discussed by the Directors. An financial control framework that sets out minimum control appropriate response is given either specifically to the standards. A key function of the Group’s internal audit concerned party or, if it is felt to be of wider benefit, made resource is to undertake audits to ensure compliance with available to all shareholders via the Company’s website the financial control framework and make recommendations at corporate.spirent.com. for improvement in controls where appropriate. Senior members of the Group finance team meet with the Chairman of the Audit Committee as appropriate but at least annually, without the presence of executive management, and have direct access to the Chairman. Remuneration The Report on Directors’ remuneration is set out on pages 90 to 118 and provides details of our Remuneration Policy and how it has been implemented, together with the activities of the Remuneration Committee. 79Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Directors’ statement on corporate governance continued Board relations with workforce Annual General Meeting Employee feedback in 2021 was gathered in a number of The Company’s 2022 Annual General Meeting (2022 AGM) ways including regular employee engagement surveys will be held at 11.00am on Friday 6 May 2022 at the offices throughout the year and regular virtual town-hall meetings of FTI Consulting at 200 Aldersgate, Aldersgate Street, for all employees and also for smaller sub-groups. London EC1A 4HD. The Board continues to engage with the workforce through its The Board continues to view the AGM as a valuable local Non-executive Directors designated as the liaison point opportunity to communicate with private shareholders for employees in the three geographical areas in which the in particular, for whom it provides the opportunity to ask Company operates: questions of the Chairman and, through him, the Chairmen of the key Committees and other Directors. The 2022 AGM • Americas – Edgar Masri; is planned to take place as an in-person meeting, but to • APAC – Wendy Koh; and encourage shareholders to engage with the proceedings, even if not physically present, the AGM will be available to • EMEA – Gary Bullard. watch on a live webcast. Details of this webcast, how Meetings for each of the three areas took place on a virtual to submit questions, and further information about the basis in 2021 and face to face where COVID-19 restrictions AGM or notifications of any alternative arrangements allowed, with feedback being reported to the Board at its that arise after the publication of this Annual Report regular meetings. Further details about this engagement are will be published on the Company’s website at corporate. set out on pages 28 to 31 of this Annual Report. spirent.com/shareholder-information/agm and by announcement via a Regulatory Information Service. To ensure transparent representation of shareholder views, resolutions at the 2022 AGM will be subject to poll voting. This gives shareholders the ability to vote directly on the resolutions either in person at the meeting, or by submitting their proxy instructions to the Company’s Registrar, Equiniti, in advance of the meeting. 80 Spirent Communications plc Annual Report 2021 ## Nomination Committee report CORPORATE GOVERNANCE Sir Bill Thomas Committee Chairman Members Board composition During the year and at the date of this Annual Report: During the period under review, the Committee completed the appointment of Maggie Buggie as a Non-executive Director • Sir Bill Thomas (Chairman); of the Company with effect from 29 April 2021, following the • Maggie Buggie (from 29 April 2021); process set out on page 83. • Gary Bullard; Having reviewed the results of the 2020 Board effectiveness evaluation that specifically related to the composition of the • Wendy Koh; Board and considering the growth areas highlighted in the • Edgar Masri; and Company’s strategy, the Board concluded that its contribution to the Group’s future direction would be enhanced by the • Jonathan Silver. addition of a new non-executive director with specific experience in growth areas of the business. The services of Key duties external executive consulting firm Russell Reynolds Associates, In accordance with its terms of reference, the Nomination an independent signatory to the Voluntary Code of Conduct Committee’s key duties include: for Executive Search Firms on diversity and best practice and • leading the search process and making recommendations with no other connection to the Company or to any individual to the Board for the appointment of new Directors; Director, were retained to identify suitable candidates. • regularly reviewing the Board structure, size and Performance review composition (including the skills, knowledge, independence, The performance of the Committee was reviewed as part of experience and diversity) and making recommendations to the annual Board effectiveness evaluation and the Committee the Board about suitable candidates for the role of Senior was found to be operating effectively. Independent Director, and membership of the Audit and Remuneration Committees, in consultation with the Board succession Chairmen of the relevant Committees; and The Committee reviews the results of the annual Board • considering plans for orderly succession on the Board and effectiveness evaluation that specifically relate to the in the Company’s senior leadership with a view to ensuring composition of the Board, and whether the time commitment the continued ability of the organisation to compete in of those who fulfil the roles of Chairman, Senior Independent the marketplace. Director and Non-executive Director was appropriate. The terms of reference of the Nomination Committee, which Following consideration as part of the 2021 Board were reviewed and approved during the year, are available effectiveness review, Board members agreed that following on the Company’s website at corporate.spirent.com. the appointment of Maggie Buggie, there was no longer any significant skills gap in the composition of the Board and it was appropriate for the task of implementing the strategy of the Company to achieve the define success criteria. However, opportunities for further additions to the Board would be kept under review with diversity and succession planning in mind. 81Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE # Nomination Committee report continued ## Time commitment The Committee is mindful of investors' concerns on 'overboarding' and the particular attention given to the time commitment and availability of Directors. The external commitments of each Director are monitored to enable the Board to be assured that all of the Directors devote sufficient time and attention as is necessary in order to perform their duties. The list of external appointments held by Directors can be found on pages 68 and 69. ## Election and re-election of Directors Having been appointed a Director in the period since the 2021 Annual General Meeting and in accordance with the Company's Articles of Association, Maggie Buggie will submit herself for election by shareholders at the 2022 Annual General Meeting. Also in accordance with the Code's recommendations, each of the remaining Directors will also be proposed for re-election at the 2022 Annual General Meeting. The Board confirms that each of the Directors standing for election or re-election has been subject to a formal performance evaluation by the Chairman in relation to their duty to act in the long-term interests of the Company, while also having regard to other stakeholders. The evaluation of the Chairman's performance was carried out by the Senior Independent Non-executive Director. ## Diversity and inclusion The Committee has continued to note and support the findings and recommendations of the final Hampton-Alexander Review on Improving Gender Balance in FTSE Leadership published in February 2021, and the Parker Review on Ethnic Diversity published in November 2020. The Board does not set specific aspirations in respect of diversity at Board level; however, it does have a policy of supporting fully the Code's principles and the recommendations in the Hampton-Alexander Review and the Parker Review in respect of this key issue. Although Spirent did not achieve the Hampton-Alexander Review's target of women making up one-third of the Board by the end of 2020, that target has now been met and the Board and Nomination Committee continue to be committed to increasing the representation of women in leadership roles. The Board currently has two members from ethnic minority backgrounds, as defined in the Parker Review. Spirent as a whole recognises the benefits of diversity beyond that of gender, taking account of diversity of social and ethnic backgrounds and cognitive and personal strengths when considering appointments at all levels, whilst ensuring appointments are made on merit and ability to enhance the performance of the business. ## Succession planning A key part of the Committee's role is to maintain an ongoing assessment of the senior leadership depth and improving the effectiveness of the internal talent pipeline continues to be one of the Board's priorities. An update to the leadership development and the internal succession pipeline was undertaken during 2021, with the aim of enhancing visibility and awareness of the Group's leadership talent, strengths and gaps, while also providing an open, honest leadership team dialogue on what teams contribute and how. The Committee continues to support management in recognising that understanding and deploying the Group's talent is a critical and dynamic business planning process that can help the organisation to make huge strides in cross-functional collaboration and the sharing of knowledge and experience. **Sir Bill Thomas** Chairman 10 March 2022 ## Spirent's commitment to a diverse and inclusive work environment At Spirent, we know that having a diverse and inclusive workforce is essential if we are going to deliver on our mission to be global leader and trusted partner for innovative technology test and assurance solutions. We know how critical diverse and inclusive teams are to fuel our innovation and genuinely connect with the communities in which we live and work. We embrace a culture where difference is valued and openness, mutual respect, collaboration and fairness are fundamental. Spirent does not tolerate discrimination or offensive behaviour of any kind. We are committed to creating workplaces that genuinely reflect the diversity of the world we serve and provide an environment where everyone feels empowered to bring their full, authentic self to work. We strive to enable: - workforce representation that reflects the talent market; - equitable reward and advancement; and - a culture of trust, fairness and respect. We all need to do more and are committed to doing so. In 2021, we have completed a detailed review of our diversity and inclusion practices to inform and set clear priorities and objectives. An analysis of data on the gender balance at different levels within the Company is set out in the Sustainability section of this Annual Report on page 39. 82 Spirent Communications plc Annual Report 2021 Director succession process Search The Chairman leads the Committee, working with the Company Secretary to develop a candidate specification. The candidate brief is then placed with an executive search firm who must be a signatory to the Voluntary Code of Conduct for Executive Search Firms. CORPORATE GOVERNANCE Review The executive search firm reviews the specification and produces a longlist of candidates from various backgrounds and industries, including those with little or no FTSE board experience. Identify The Chairman identifies a shortlist of candidates following feedback from the Senior Independent Director and other members of the Committee. Assess The candidates are interviewed and assessed against pre-determined criteria and in line with the specific candidate brief. This includes meeting Board members on a more informal basis to determine interpersonal dynamics. Appoint The successful candidate is then recommended for appointment to the Board, with the Company Secretary tasked with completing the formal documentation. Induction The final step in the recruitment process is to provide new Directors with a robust induction to the business. This step forms the mechanism to support new Directors in meeting their statutory duties, embedding their understanding of the Group’s strategic priorities and bringing the Board closer to those tasked with the day-to-day management of the business. On appointment Within the first month Within the first three months Within the first year • Board procedures and • Formal training sessions • Business unit leadership • Business unit site visits plc/listed company duties with Company’s legal introductions • Attending workforce advisers, broker, auditor and • Comprehensive pre-read • Identification of further engagement meetings remuneration adviser of Board and relevant training requirements • Review of effectiveness Committee papers from the • Group leadership team of induction programme previous 12 months introductions Unfortunately, the face to face introductions forming part of the wider induction programme for Maggie Buggie have been limited by travel restrictions in place due to the COVID-19 pandemic. However, opportunities to meet online have been taken, with in-person visits to take place as soon as practical. 83Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Audit Committee report Dear shareholder On behalf of the Audit Committee, I am pleased to present its report for the period ended 31 December 2021. The Committee recognises that it has a particular role in acting independently from the executive management to ensure that the interests of shareholders are properly protected in relation to financial reporting and internal control. This report aims to provide stakeholders with a clear understanding of the work we have done as a Committee to provide challenge and assurance on the integrity of the 2021 Annual Report and the Group’s regulatory reporting requirements. The Committee assists the Board by establishing, reviewing and monitoring the formal and transparent policies and procedures to ensure the independence and effectiveness of the internal audit plan and external audit, the integrity of financial and narrative reporting, the Company’s internal control framework and the adequacy of the process that Jonathan Silver enables the Board to assess the extent of principal risks the Committee Chairman Company is willing to take to achieve its long-term strategic objectives. The Committee and its individual members act in a way that we consider is most likely to promote the success of the Company for the benefit of its members as Fair, balanced and understandable a whole, including shareholders, as set out in Section 172 of In making its recommendation to the Board that the the Companies Act 2006. This ensures that the interests of Annual Report, taken as a whole, is fair, balanced our shareholders, and broader stakeholders, are properly and understandable, the Committee applied robust considered and reflected in our decision-making processes. governance arrangements, including: Additional information on how the Board and Audit Committee • clear guidance and instruction of the disclosure have considered stakeholders in their decision making can be requirement provided to contributors; found on pages 28 to 31. • comprehensive Group and subsidiary accounts Throughout the period, the Committee has overseen processes, with written confirmations provided by management’s approach to complying with the new each business unit; reporting requirements arising from the Task Force on Climate-related Financial Disclosures. The Committee has • management teams on the health of the financial also noted the recommendations arising from the consultation control environment; undertaken by the Department for Business, Energy and • a verification process applied to factual content with Industrial Strategy (BEIS) which are expected to form part of the aim of providing the information necessary to the wider reform of the audit market following an assessment assess the Company’s performance, business model of the findings from the Kingman Review and Brydon Review. and strategy; The Committee will continue to monitor developments and respond accordingly. • reviews of the Annual Report undertaken at different levels of the Group and by the senior management After an extensive tender process during 2020, the Board team that aim to ensure consistency and received shareholder approval at the 2021 Annual General overall balance; Meeting to appoint Deloitte LLP as the Company’s external auditor for the 2021 financial period. The Committee is happy • additional scrutiny by senior management including to confirm that Deloitte has provided a robust external audit focused review of risk registers; of the period under review. • additional Committee reviews of the draft Annual On behalf of the Committee I would like to thank everyone Report in advance of final sign-off; and for their hard work over the past year, especially the finance • external audit review. teams across our businesses. Final approval of the Annual Report is provided by the I look forward to meeting with shareholders at the Annual Board, on the recommendation of the Committee. General Meeting to answer any questions on the work of the Committee. Jonathan Silver Chairman, Audit Committee 10 March 2022 84 Spirent Communications plc Annual Report 2021 Members • overseeing the Group’s policies, procedures and controls for During the year and at the date of this report, Committee preventing bribery and identifying money laundering, and members were: the Group’s arrangements for whistleblowing; and • Jonathan Silver (Committee Chairman); • overseeing the relationship with the Group’s external auditor, reporting to the Board each year whether it considers • Maggie Buggie (from 29 April 2021); the audit contract should be put out to tender taking into • Gary Bullard; account any legal requirements for tendering or rotation of the audit contract, reviewing and monitoring its objectivity • Wendy Koh; and and independence including seeking information from the • Edgar Masri. external auditor on an annual basis about its policies and procedures for maintaining independence, agreeing the It is intended that the Audit Committee is comprised of at scope of its work and fees paid to it for audit, assessing the least three members, all of whom are Independent Non- CORPORATE GOVERNANCE effectiveness of the audit process, and agreeing the policy executive Directors of the Company with the necessary in relation to the provision of non-audit services. range of financial and commercial expertise to challenge management. Two members constitute a quorum. How the Committee operates The Code requires the inclusion of one financially qualified All Committee members are expected to be financially literate member (as recognised by the Consultative Committee and to have an understanding of the following areas: of Accountancy Bodies) with recent and relevant financial • the principles of, and developments in, financial reporting experience. Currently, the Committee Chairman fulfils including applicable accounting standards and statements this requirement. of recommended practice; Key duties • key aspects of the Company’s operations including corporate In accordance with its terms of reference, the Audit policies and the Group’s internal control environment; Committee’s key duties include: • matters which may influence the presentation of accounts • monitoring the integrity of the Group’s financial statements and key figures; and any formal announcements relating to the Company’s • the principles of, and developments in, company law, performance by reviewing significant financial reporting sector-specific laws and other relevant corporate legislation; judgements contained in them before their submission to the Board for approval; • the role of internal and external auditing and risk management; and • on matters of financial reporting, reviewing and challenging where necessary the consistency of and any changes to • the regulatory framework for the Group’s businesses. accounting and treasury policies, for example considering The Committee invites the Chairman, the CEO, the CFO and whether the Group has followed appropriate accounting senior representatives of the external auditor to attend its policies and made appropriate estimates and judgements, meetings in full, although it reserves the right to request any the clarity and completeness of disclosure, significant of these individuals to withdraw. adjustments resulting from the audit, and the going concern assumption and compliance with auditing standards; During the year, the Committee held one meeting with the outgoing external auditor, Ernst & Young LLP, and one meeting • at the request of the Board, reviewing the content of the with Deloitte LLP, the incoming auditor, without the Executive Annual Report and Accounts and advising the Board Directors present. on whether, taken as a whole, it is fair, balanced and understandable and provides the information necessary The Committee has unrestricted access to Company for shareholders to assess the Company’s position and documents and information, as well as to employees performance, business model and strategy; of the Company and the external auditor. • as requested by the Board, assisting in relation to the The Committee’s effectiveness is reviewed on an annual basis Board’s assessment of the principal and emerging risks as part of the Board’s performance evaluation process and in facing the Company and the prospects of the Company 2021 the Committee was found to be operating effectively. for the purposes of disclosures required in the Annual The terms of reference of the Audit Committee were reviewed Report and Accounts; and approved during the year and can be viewed on the • reviewing the effectiveness of the Group’s internal financial Company’s website at corporate.spirent.com. controls, including the policies and overall process for Meetings assessing established systems of internal financial control The Audit Committee met four times during the year, with and timeliness and the effectiveness of corrective action the Committee agenda linked to events in the Group’s taken by management; financial calendar. • reviewing the most appropriate fulfilment of the internal audit function and agreeing and assessing the annual internal audit plan and its effectiveness in the context of the Company’s overall risk management system; 85Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Audit Committee report continued How the Committee operates continued Significant financial issues considered and Activities during 2021 addressed in relation to the financial statements The Audit Committee’s activities principally related to The Audit Committee gives careful consideration to those financial reporting, internal control and risk management, aspects of the financial statements that required significant the preparation for publishing a viability statement and accounting judgements or where there is estimation the external audit. The Committee considered all material uncertainty. These areas are set out in note 2 to the controls, including financial, operational and compliance consolidated financial statements. The Committee received controls and their effectiveness and monitored the internal detailed reports from both the CFO and External Auditor on audit plan as carried out by the Head of Internal Audit & these areas and on many other matters which they believed Risk, assisted by PwC. The Audit Committee considered other should be drawn to the Committee’s attention. The External specific matters such as the Group’s approach to IT controls Auditor’s report on the financial statements was also and cybersecurity and monitored the Group’s progress in reviewed, with particular reference to those matters preparations for disclosures in this Annual Report based on reported as carrying risks of material misstatement. the Task Force on Climate-related Financial Disclosures. The Committee discussed the range of possible treatments Risk Sub-Committee both with management and with the External Auditor During the period under review, the Audit Committee had confirming that the judgements made by management oversight of a Sub-Committee dealing with the risks and were robust and supportable. For all of the matters below uncertainties being dealt with on a Group and business the Committee concluded that the treatment adopted in unit level. the consolidated financial statements was appropriate. The Risk Sub-Committee met regularly throughout 2021 Management override of controls to monitor the Group’s risk appetite and registers, with The Audit Committee is mindful of the risk that management a particular focus on supply chain risks and the ongoing overrides the controls environment that is in place in order to COVID-19 pandemic. misrepresent performance by the business. The effectiveness of internal controls is monitored and challenged by the Financial reporting and significant issues Committee directly and through the continuing internal During the year, the Audit Committee: audit work undertaken by PwC. • reviewed the full year and half year financial statements, The Committee is aware that International Accounting trading updates, key accounting policies and significant Standards require the External Auditor to presume risk of financial reporting judgements contained therein (with fraud in respect of management override of controls and particular reference to the critical accounting assumptions that as part of its audit programme Deloitte considers the and judgements as set out in note 2 of the consolidated higher areas of risk deriving from inappropriate posting of financial statements) and recommended the financial journals, unintentional or intentional management bias in key statements to the Board for approval; judgements used in material estimates and accounting for transactions outside the ordinary course of business. • reviewed whether the Annual Report, taken as a whole, is fair, balanced and understandable and formed an opinion Revenue recognition thereon prior to recommending it to the Board; The Committee is aware that continuing pressure on management to meet certain targets and to respond • reviewed and monitored risk management processes and to specific customer requests may drive additional the potential for risks to impact on the viability of the Group; deal complexity which could, in turn, lead to complex • reviewed and considered assumptions in relation to the or judgemental accounting, in particular due to the going concern basis for preparation of financial statements; impact of external factors on business sentiment. This may result in inappropriate recognition of revenue and • reviewed, challenged and monitored the appropriateness associated balances. of alternative performance measures; and As part of its update to the Committee, Deloitte discussed the • reviewed the external auditor’s report on the interim review procedures performed in relation to the allocation between and year end audit and management’s responses to the recognised revenue and deferred revenue, reviewing issues raised. specific large and complex transactions and contracts The Committee Chairman reports any significant findings or containing non-standard acceptance clauses. Deloitte and identified weaknesses to the Board. the Committee also discussed the procedures performed in relation to the allocation of revenue to the service element of multi-element contracts, the deferred revenue and other associated balances recognised in accordance with Group accounting policies and IFRS, considering management’s allocation methodology under IFRS 15. The Committee receives regular reports on management’s oversight of areas where significant judgement is exercised and challenges findings to ensure compliance with accounting standards. 86 Spirent Communications plc Annual Report 2021 Additional areas of financial statement risk below on the Group’s internal control environment, how risk is In addition to these areas, the Committee noted the following: managed and the Committee’s review of the effectiveness of the risk management and internal control systems. • Accounting for acquisition of octoScope Details of the accounting treatment for the acquisition Internal control environment of octoScope Inc were reported to and scrutinised by The primary aim of the Group’s internal controls is to operate the Committee before being included in the 2021 Half- a system which is appropriate to the business and which Year report. can support the Group in delivering its strategic objectives, • Tax accounting safeguard the Group’s assets and, over time, enhance The Committee received regular updates from the VP shareholder value. The system is designed to identify, evaluate of Global Tax and Group Financial Controller on the and manage the significant risks faced by the Group rather appropriateness of recognised tax provisions, recoverability than to eliminate the risk of failure to achieve business of deferred tax assets and the key tax judgments. The objectives and can only provide reasonable and not absolute CORPORATE GOVERNANCE Committee evaluated updates from management in assurance against material misstatement or loss. This is in respect of uncertain tax positions, the tax provision and the accordance with the Guidance on Risk Management, Internal deferred tax position. The Committee was satisfied that Control and Related Financial and Business Reporting issued management’s approach to the accounting for taxation by the FRC in September 2014. was appropriate. The Committee also noted Deloitte’s The CFO is responsible for internal financial control and for use of tax specialists and considered its view on the tax ensuring that the finance department employs a level of accounting matters. management and specialists appropriate for maintaining • Goodwill impairment financial records and processes that provide financial The Committee receives a report setting out the approach information that is relevant and reliable, complies with and outcomes of the Group’s annual goodwill impairment applicable laws and regulations, and is distributed both exercise which takes place each year, together with internally and externally in a timely manner. A review of the additional reviews of the impact on the goodwill position consolidation and financial statements is undertaken by senior of specific events or changes to the assumptions made. management to ensure that the financial position and results of the Group are appropriately reflected. All financial information • Pensions published by the Group is subject to the approval of the Audit The Committee receives regular updates on the accounting Committee prior to it being approved by the Board. for the funded defined benefit pension plans. The Committee monitors the approach and assumptions made by The following key elements comprise the internal management and advisers in relation to recognition control environment: of the current surplus. • an appropriate organisational structure with clear lines of responsibility; Misstatements Management reported to the Committee that it was not • an experienced and qualified finance function which aware of any material or immaterial misstatements made regularly assesses the possible financial impact of the risks intentionally to achieve a particular outcome. The External facing the Group; Auditor reported to the Committee misstatements it had • a comprehensive annual business planning process and found in the course of its work. After due consideration the strategy review; Committee concurred with management that no adjustments were required. • systems of control procedures and delegated authorities which operate within defined guidelines, and approval Internal control and risk management limits for capital and operating expenditure together with During the year the Audit Committee: other key business transactions and decisions; • monitored and reviewed internal control and risk • a robust financial control, budgeting and forecast system management systems; which includes regular monitoring, variance analysis, key performance indicator reviews and risk and opportunity • reviewed and approved the internal audit programme assessments at Board level; for 2021; and • procedures by which the consolidated financial statements • reviewed regular reports on taxation, treasury operations, are prepared, which are monitored and maintained health and safety and cybersecurity. through the use of internal control frameworks addressing The Board is responsible for the effectiveness of the Group’s key financial reporting risks arising from changes in the system of internal control, which has been designed and business and accounting standards; implemented to meet the particular requirements of the Group and the risks to which it is exposed. Details can be found 87Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Audit Committee report continued Internal control environment continued Business Ethics Policy • established policies and procedures setting out expected A policy that sets standards of professionalism and integrity standards of integrity and ethical standards which reinforce for all employees and operations was relaunched in 2020 the need for all employees to adhere to all legal and and is regularly refreshed. The Business Ethics Policy includes regulatory requirements; sections relating to bribery and corruption to ensure that all of Spirent’s systems, controls and training comply with the anti- • an annual internal controls compliance checklist; and bribery and corruption legislation in the countries in which • the Head of Internal Audit & Risk, who is supported by a we operate, and that a culture of prevention and detection co-sourced internal audit resource. of all forms of bribery and corruption is in place. Anti- bribery training is required to be taken by certain employees During the year ended 31 December 2017, the Group adopted periodically. New employees and all designated employees co-source arrangements and appointed PwC, which continues completed the training in 2021. to support the Head of Internal Audit & Risk to formulate and execute the Group’s internal audit plan. The plan for 2021 was Acquisitions and divestments approved to ensure that there was appropriate coverage of A disciplined due diligence process and post-acquisition the internal control environment, strategic priorities and key integration programme is in place. risks identified by the Board. At each Committee meeting the Fraud Head of Internal Audit & Risk, assisted by PwC, gives an update The Board of Directors is aware that it bears the primary on the progress of the internal audit plan, which is reviewed to responsibility for the detection and prevention of fraud. The ensure that it is in line with the Committee’s expectations. Directors are aware of the potential for fraud and this features During the year the internal audit plan was amended so that as an element of the Board’s risk assessment and corporate additional areas were added to the plan based on the changes governance procedures. The Audit Committee reviews these that gave rise to increased levels of risk. These changes to the procedures to ensure that they are in place and working agreed audit plan were approved by the Committee. effectively. This oversight is supported by the work of the Head of Internal Audit & Risk and PwC as part of their internal audit work. The Head of Internal Audit & Risk has direct access to the Board Chairman and to the Committee Chairman and is The Group’s Business Ethics Policy, which has been accountable to the Committee, meeting regularly with both communicated to all employees, makes clear that employees the Committee and its Chairman, without the presence of also have a responsibility for fraud prevention and detection management, to consider the work of internal audit. and any suspicion of fraud will be reported immediately and investigated vigorously. The effectiveness of the execution of the internal audit plan is monitored at each Audit Committee meeting and also forms Raising concerns at work part of the Board’s annual evaluation process. The Committee aims to ensure that employees are able to raise any concern in confidence about any possible improprieties The 2021 evaluation confirmed that the Directors are satisfied in business practices or other matters. A Group-wide with the arrangements and approach currently in place. Whistleblowing Policy is in place and is regularly highlighted Risk management to employees and an external third party reporting service is Members of the Executive Risk Committee meet to challenge available to employees for the reporting of any concerns. and debate the assessment of risk including emerging risks, Disclosures under this arrangement are investigated promptly for the Group as a whole and within each business unit, which by the Company Secretary, with the support of the Head have submitted local risk registers for analysis and ranking of Internal Audit & Risk, and are escalated to the Executive together with Company-wide risks to form a robust corporate Directors and the Committee as appropriate, with follow-up risk register. This corporate risk register is presented to the action being taken as soon as practicable thereafter. Audit Committee at least twice each year. Actions arising from the Audit Committee’s review of the corporate risk register are The Committee is satisfied that the means for employees to fed back to the business units for their management. raise concerns at work are appropriate to the size and scale of the Group. Committee oversight Day-to-day responsibility for effective internal control and risk External audit management and monitoring rests with senior management The Committee is responsible for overseeing the Company’s at business unit level. During the year, the CFO and Head of relations with the External Auditor. Internal Audit & Risk attended all Audit Committee meetings to report on internal control and risk management and notified The Committee places great importance on ensuring that the Committee of any control weaknesses, control failings and high standards of quality and effectiveness are maintained risks, their impact and the actions taken to deal with the issues. within the external audit process. It considers a number of Detailed updates on specific areas, such as cybersecurity or areas in relation to the External Auditor: its performance business continuity, are provided at the Committee’s request. in discharging the audit and interim review of financial statements, its independence and objectivity, and its re-appointment, remuneration and feedback on these matters is given to the External Audit Partner. 88 Spirent Communications plc Annual Report 2021 Auditor appointment In addition, the Committee monitors the External Audit Each year the Committee assesses and reports to the Board partner’s involvement in his team’s work to ensure sufficient on the qualification, expertise, resources, and effectiveness, oversight and direction of work was evident, in particular as well as the independence of the External Audit Partner and with regard to the audit of significant components his team. involving judgements. The Committee notes and confirms compliance with the The effectiveness of the External Auditor also forms part Competition and Markets Authority Order 2014 (CMA Order) of the Board’s annual evaluation process. in respect of statutory audit services for large companies. Auditor independence In line with the CMA Order and the EU Audit Regulations the The Committee assesses the independence and objectivity Committee completed a tender process during 2020 in order of the External Auditor annually, taking into consideration to select a new external audit firm to replace EY following the relevant UK law, regulation, the FRC Revised Ethical Standard audit of the 2020 financial statements. The selection process and other professional requirements. Deloitte has provided CORPORATE GOVERNANCE was steered by the Head of Internal Audit & Risk, supported a letter confirming its belief that it remained independent by the Group Financial Reporting Manager, who both worked throughout 2021 and has discussed with the Committee the closely with a Selection Committee comprising the Chairman threats to its independence and the safeguards applied to of the Audit Committee, CFO, Group Chief Accountant and mitigate those threats. Head of Internal Audit & Risk. As part of this review, the Committee examined in particular: Following the receipt of proposals and presentations from • a report from the External Auditor describing its arrangements several service providers, the Selection Committee considered to identify, report and manage any conflicts of interest; and the merits of each proposal and agreed a list of areas of positive differentiation against the criteria laid out in the • the extent of non-audit services provided by the request for proposals document; after consideration, the External Auditor. Selection Committee unanimously agreed to recommend Policy on non-audit services Deloitte to the Board as the most suitable candidate firm for The Committee is responsible for pre-approving the the role of external auditor. Following the recommendation engagement of the External Auditor for any and all non-audit of the Board, Deloitte LLP was appointed by the Company services, with the objective of ensuring that the provision at its Annual General Meeting on 28 April 2021 to audit the of such services by the External Auditor does not impair its financial statements of the Company for the period ending independence or objectivity. Taking into account relevant 31 December 2021 and subsequent financial periods. ethical guidance, the Committee’s policy precludes a There are no contractual obligations in existence that restrict number of non-audit services, including those relating to the the Company’s choice of auditor. accounting records and financial statements, internal audit, IT consulting, legal and investment services and other services Auditor effectiveness deemed by regulators to be precluded. The Committee assesses the effectiveness of the audit process on an ongoing basis, with particular attention to the mindset The Committee accepts that certain work of a non-audit and culture, skills, character and knowledge, quality control nature may be best undertaken by the External Auditor. and judgement of the External Auditor in its handling of key The policy is reviewed annually and financial limits for the judgements, its responsiveness to the Committee and its provision of non-audit services, including audit-related commentary where appropriate on the systems of internal control. fees and other fees, are set on the same annual basis (2021 $0.3 million (2020 $0.3 million)). These were less The Committee holds regular private meetings with the than one-third of the Group’s audit fee of $1.3 million External Auditor to assist with its assessment, including (2020 $1.2 million). The Committee can confirm that no discussion of: non-audit services were provided by Deloitte during • how the External Auditor has identified and addressed the period under review other than the interim review fee potential risks to audit quality; of $0.1 million (2020 Ernst & Young LLP interim review fee $0.1 million). • the controls in place within the External Audit firm to identify risks to audit quality, including the results of internal and external inspections of the External Audit team and firm; • whether the External Auditor has met the agreed audit plan, in particular how it has responded to any changes that have been required during the process; • feedback from the key people involved in the audit; and • the content of the External Auditor’s management letter. 89Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE # Report on Directors' remuneration ![img-7.jpeg](img-7.jpeg) **Gary Bullard** Committee Chairman ### Compliance statement This Report on Directors' remuneration for the year ended 31 December 2021 has been prepared on behalf of the Board by the Remuneration Committee in accordance with Schedule 8 to the Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013 and the relevant sections of the Companies Act 2006 and meets the requirements of the Listing Rules of the Financial Conduct Authority. The Report also describes how the Board has complied with the provisions of the 2018 UK Corporate Governance Code and explains what steps are being taken by the Committee to comply where current practice is not compliant. The Report is presented in two parts: the Directors' Annual Remuneration Report and the Directors' Remuneration Policy. The Directors' Annual Remuneration Report sets out details of how our Remuneration Policy was implemented for the year ended 31 December 2021 and how it will be applied for the year ending 31 December 2022. The Company's Directors' Remuneration Policy was approved by a binding vote at the 2021 AGM and became effective on 28 April 2021 and will apply for the following three years. ### Dear shareholder In 2021 we delivered stronger orders and revenue growth than we have for many years as a Group. Not only did we deliver performance at a Group level, the detailed personal objectives which reflected many of the Group's strategic priorities were also well executed against. The level of Executive Director reward reflects that strong performance. The Committee was particularly pleased to see this growth despite the headwinds and restrictions of the COVID-19 pandemic. As we indicated in 2020, Spirent did not avail itself of furlough schemes, nor did it access any government support schemes offered through the pandemic, and in view of these circumstances and the strong performance, the Committee feels that the rewards are appropriate. ### Committee's activities in 2021 In 2021 the Committee focused on: - continuing to monitor the impact of COVID-19 both in terms of understanding the impact on employees and other stakeholders and executive remuneration; - consulting with shareholders on the updated Remuneration Policy, which was approved at the 2021 AGM; - reviewing metrics and setting targets for annual incentives; - reviewing metrics and targets for share-based long-term incentives; - monitoring the changing landscape of investor expectations with regard to remuneration; - benchmarking the competitiveness of senior management reward below Executive Director level; and - overseeing preparations for the launch of new all-employee share plan offerings. ### Remuneration Policy review At the 2021 AGM we sought and received strong shareholder support (with 96.4 per cent of votes cast in favour) for a new Directors' Remuneration Policy which can remain in place for up to three years from approval. ### Shareholder consultation As part of the Committee's process of drafting the revised Remuneration Policy in 2021, we consulted with our 25 largest shareholders, who accounted for approximately 70 per cent of the Company's issued share capital, on our initial proposals. We have attempted to incorporate their feedback, including adding an element into variable pay based on measurable ESG objectives, retaining a TSR element within the 2021 LTIP award but reducing its weighting and raising its target, and ensuring that the targets are sufficiently challenging given the additional quantum of awards. ### Code compliance With the approval of the revised Policy at the 2021 AGM, the Committee moved towards full compliance with the UK Corporate Governance Code through introducing the following changes: 90 Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ### Implementation of post-cessation share ownership requirement This applies to newly appointed Executive Directors who will be required to hold the lower of the respective in-role shareholding guideline and the actual shareholding immediately prior to departure for a period of two years, in line with the Investment Association's guidance. ### Reduction in pension contributions Our Remuneration Policy retains a provision that newly appointed executive directors will be eligible for pension contributions in line with the rates applying to employees hired into the workforce as a whole in their respective countries. The CFO's pension contribution, currently 20 per cent of salary, will now be reduced to the UK average workforce level from the end of 2022 in line with the UK Corporate Governance Code and guidance from the Investment Association. ### Other Committee activities in 2021 The Committee's activities during the year continue to take into account the wider remit introduced by the Code: - The Committee considered and approve the reward structure and levels of remuneration for each of the CEO's direct reports and approves the budget of the Long-Term Incentive Plan awards for employees below Executive Committee level. In addition, the Committee reviews pay in the wider workforce before setting any pay increases for the Executive Directors. - The Committee considered the relationship between executive reward and the reward structures in place for other Group employees. - The Committee considered clarity, simplicity, risk, predictability, proportionality and the Group's culture when setting remuneration principles and structure. - The Committee was pleased to see a strong response from employees to the launch of a refreshed employee share purchase plan offering. This was in response to comments raised through the workforce engagement programme in 2019 and 2020, with employees in Canada, China, France, Germany, Hong Kong, India, the UK and US being invited to participate, representing more than 97 per cent of our total workforce. Work continues to expand the offering into additional countries in 2022, together with the launch of a Sharesave Plan for UK employees. - Employee engagement meetings in all three geographies continued through the year, with feedback being reported to the Board and, where it specifically relates to remuneration, to the Remuneration Committee. ### Executive remuneration in 2021 The Annual Incentive for 2021 was based on achievement of targets for profitability, revenue and strategic and operational priorities. As demonstrated elsewhere in this Annual Report, Spirent performed well, continuing to deliver orders, revenue growth and significant growth in profitability in 2021 and this is reflected in the level of executive reward. Full details of the specific financial and non-financial targets set and the performance against those targets can be found on pages 96 to 98. One-third of the Annual Incentive achieved for 2021 will again be deferred into shares, to be retained for a period of three years. The Long-Term Incentive Plan awards granted to Paula Bell and former CEO Eric Hutchinson in 2018 achieved full vesting on both the EPS and TSR measures in 2021, reflecting the exceptionally strong growth over this period. The vesting of Mr Hutchinson's award was pro-rated to represent the time he served prior to his retirement; more details of the vesting are set out on page 99. A further tranche of the award of restricted shares awarded to Eric Updyke on appointment, to partially compensate him for awards forfeited when he left his previous employer, vested during 2021. We were pleased that Mr Updyke retained the majority of these shares on vesting as he builds his shareholding, selling only those required to settle the tax liability arising on the vesting of the award (more details are set out on page 99). The final remaining tranche of this award, made under the Spirent Long-Term Incentive Plan, is due to vest in May 2022. ### Executive remuneration in 2022 Base salaries for the Executive Directors have been increased by 3.0 per cent over the prior year, reflecting the general range of increase in the workforce. For the Annual Incentive, the metrics of profitability, revenue and strategic and operational priorities remain the same, with the targets for the financial metrics updated to require growth from the achievements of 2021. The Committee believes the targets it has set to be challenging and appropriate; details of the actual targets will be disclosed in the 2022 Annual Report. One-third of the Annual Incentive achieved will be deferred into shares, to be retained for a period of three years. The Committee has reviewed the appropriateness of performance metrics for the 2022 LTIP award and has determined that 100 per cent of the award will be driven by an Earnings Per Share growth metric. The Committee will continue to review the suitability of the performance conditions applied to LTIP awards each year prior to new awards being granted, including the appropriateness of an ESG metric. As described elsewhere in the Annual Report, the Board has given consideration during the year to measuring and managing Spirent's environmental and social impact. The Committee is committed to continuing to include measurable and quantifiable ESG elements in variable pay. In 2022 this will again be included as an element of the strategic and operational objectives that form part of the Annual Incentive for Executive Directors, which will be cascaded down to senior management. I hope you find this report clear and informative. I will be available at the 2022 AGM to respond to any questions that shareholders may have with respect to the work of the Committee. **Gary Bullard** Chairman, Remuneration Committee 10 March 2022 Spirent Communications plc Annual Report 2021 91 CORPORATE GOVERNANCE ## Report on Directors’ remuneration continued ### At a glance Remuneration timeline Year 1 Year 2 Year 3 Year 4 Year 5 Salary, benefits Fixed pay and retirement Paid in cash benefits Two-thirds of outcome paid in cash at One year start of Year 2 Annual performance Incentive Deferral of remaining one-third of outcome period into shares Malus may be applied for up to three years Malus following the granting of awards under the Deferred Bonus Plan Clawback may be applied Variable pay for up to two years following Clawback payment of the cash element of Annual Incentive Two year post-vesting LTIP Three year performance period holding period Clawback may be applied Clawback for up to two years following vesting of LTIP 2021 Single figure outcomes CEO – Eric Updyke 1 2 2019 award Total remuneration Annual Incentive outcome LTIP outcomes (EPS element (estimated) only) 2,536.2 2019 Buyout award 1,103.8 1,867.6 537.7 833.6 720.9 | | | ȯǍǙ | | ȯǍǙəǍᄶǍѾǍǙ | | | | --- | --- | --- | --- | --- | --- | --- | | 609.0 | 598.8 | | | | | | | | | | Achieved 100% | | Achieved 100% | Vested 37.45% | | | | | Lapsed 0% | | Lapsed 0% | Lapsed 12.55% | 2020 2021 Notes £000 1. Annual Incentive outcome based on performance in 2021; further details are set out on pages 96 to 98. Fixed (Base, pension, benefits) 2. LTIP outcomes based on performance in 2021; further details are set out on page 99. Annual Incentive Long-Term Incentive 92 Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE # Linking 2021 Annual Incentive targets to strategic priorities | | Metric | Rationale for inclusion | Link to strategic pillars | | --- | --- | --- | --- | | **Financial** | Adjusted operating profit (50 per cent of total incentive) Revenue (30 per cent of total incentive) | Long-standing measures of the Group's financial performance which are recognised by our stakeholders. The Committee considers the impact of other adjusting items during the period and has the discretion to make adjustments as appropriate. | | | **Non-financial** | Services and solutions (6.7 per cent of total incentive) | In 2021, the Committee set targets to assess strategic progress, sustainability, diversity and inclusion, and cash flow generation. These are all fundamental to the Group's long-term success. | | | | ESG, diversity and inclusion (6.7 per cent of total incentive) | | | | | Strategy (6.7 per cent of total incentive) CEO only | | | | | Cash flow (6.7 per cent of total incentive) CFO only | | | Key: Link to strategic pillars 1 Customer Centricity 2 Innovation for Growth 3 Operational Excellence # 2021 Single figure outcomes CFO – Paula Bell Total remuneration ![img-8.jpeg](img-8.jpeg) £000 - Fixed (Base, pension, benefits) - Annual Incentive - Long-Term Incentive Annual Incentive outcome¹ ![img-9.jpeg](img-9.jpeg) LTIP outcome² 2019 award ![img-10.jpeg](img-10.jpeg) 2019 award (EPS element (estimated)) - Vested 37.45% - Lapsed 12.55% 2018 award (TSR element (actual)) - Vested 50% - Lapsed 0% Notes 1. Annual Incentive outcome based on performance in 2021; further details are set out on pages 96 to 98. 2. LTIP outcomes based on performance in 2021; further details are set out on page 99. Spirent Communications plc Annual Report 2021 93 CORPORATE GOVERNANCE # Report on Directors' remuneration continued ## Statement of implementation of Remuneration Policy in 2022 (unaudited) Information on how the Company intends to implement the Directors' Remuneration Policy in 2022 is set out below. ### Base salary | | 2022 | 2021 | Per cent change | | --- | --- | --- | --- | | Paula Bell | £384,418 | £373,221 | 3.0 per cent | | Eric Updyke^{1} | £572,400 | £555,728 | 3.0 per cent | Note 1. The figures shown represent the annual base salaries for Eric Updyke at an exchange rate of $1.3745:£1. ### Benefits - Life insurance cover of four times annual base salary - Permanent health insurance - Private healthcare cover for executive and family - Car allowance ### Retirement benefits Eric Updyke is eligible to participate in the Spirent Communications, Inc 401(k) programme with a 4 per cent Company match of his own contributions, subject to any applicable IRS cap. Mr Updyke is also eligible to participate in the US Deferred Compensation Plan, which has a 4 per cent Company match of the participant's contributions which are not made to the participant's 401(k) account due to restrictions imposed by the IRS. Paula Bell will receive a taxable cash sum in lieu of pension at a rate of 20 per cent of base salary. The Committee notes that measures to bring this payment into line with those in the wider workforce will be in place by the end of 2022 and will be disclosed in the Report on Directors' remuneration 2022. ### Annual Incentive The Committee has set targets for the year focused on adjusted operating profit, revenue and strategic and operational priorities. Although the target detail is considered commercially sensitive, the weightings for the year ended 31 December 2022 are as follows: | Adjusted operating profit | 50 per cent | | --- | --- | | Revenue | 30 per cent | | Strategic and operational priorities | 20 per cent | On-target and maximum Annual Incentive payments are as follows: | | On-target performance per cent of base salary | Maximum performance per cent of base salary | | --- | --- | --- | | Paula Bell | 75 | 125 | | Eric Updyke | 90 | 150 | One-third of any incentive achieved through the Annual Incentive will be deferred into shares for an additional period of three years. Details of these targets and their achievement will be disclosed in the Directors' Annual Remuneration Report 2022. ### Award under Spirent Long-Term Incentive Plan It is anticipated that the following award will be made under the LTIP in 2022 in the form of Performance Shares: | | Per cent of base salary | Anticipated value of award | | --- | --- | --- | | Paula Bell | 175 | £672,731 | | Eric Updyke^{1} | 200 | £1,144,799 | Note 1. The figure shown represents the annual base salary for Eric Updyke at an exchange rate of $1.3745:£1. Having reviewed the performance targets for awards under the LTIP, the Committee has determined that the following measurement, calculated over a three-year performance period, is appropriate for the Performance Share awards to be made in 2022: 94 Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE The EPS performance period starts at the beginning of the financial year in which the award is made, in this case on 1 January 2022, and ends after three years, in this case on 31 December 2024. The adjusted EPS figure reported for the financial period to 31 December 2021, which forms the baseline for this performance target, is 16.59 cents. | Target EPS (adjusted) at the conclusion of the performance period | Proportion of Performance Shares vesting (per cent) | | --- | --- | | Below 18.97 cents | 0 | | 18.97 cents | 25 | | Above 18.97 cents and below 23.03 cents | On a straight-line basis between 25 and 100 | | 23.03 cents and higher | 100 | Awards made to Executive Directors under the Spirent Long-Term Incentive Plan in 2022 are subject to a post-vesting holding period of an additional two years. ## Annual remuneration report ### Single figure of total Directors' remuneration 2021 (audited) The tables below set out the single figure of remuneration received by the Executive Directors and the Non-executive Directors during 2021. Details of performance under the Annual Incentive and Long-Term Incentive Plans are set out on pages 96 to 98 and 99 respectively. #### Current Executive Directors | | Paula Bell £000 | | Eric Updyke £000 | | | --- | --- | --- | --- | --- | | | 2021 | 2020 | 2021 | 2020 | | Salary/fees^{2} | 373.4 | 362.3 | 555.2 | 577.1 | | Benefits^{3} | 16.8 | 16.7 | 21.4 | 23.0 | | Retirement benefits^{4} | 74.6 | 72.5 | 22.2 | 8.9 | | Fixed remuneration | 464.8 | 451.5 | 598.8 | 609.0 | | Annual Incentive^{5} | 466.5 | 367.1 | 833.6 | 720.9 | | Long-Term Incentive^{6} | 660.2 | 701.0 | 1,103.8 | 537.7 | | Variable remuneration | 1,126.7 | 1,068.1 | 1,937.4 | 1,258.6 | | Total^{7} | 1,591.5 | 1,519.6 | 2,536.2 | 1,867.6 | #### Former Executive Directors | | Eric Hutchinson^{8} £000 | | | --- | --- | --- | | | 2021 | 2020 | | Salary/fees^{2} | – | – | | Benefits^{3} | – | – | | Retirement benefits^{4} | – | – | | Fixed remuneration | – | – | | Annual Incentive^{5} | – | – | | Long-Term Incentive^{6} | 244.5 | 659.4 | | Variable remuneration | 244.5 | 659.4 | | Total^{7} | 244.5 | 659.4 | Spirent Communications plc Annual Report 2021 95 CORPORATE GOVERNANCE # Report on Directors' remuneration continued ## Single figure of total Directors' remuneration 2021 (audited) continued Non-executive Directors$^{1}$ | | Maggie Buggie^{10} £000 | | Gary Bullard £000 | | Wendy Koh £000 | | Edgar Masri £000 | | Jonathan Silver £000 | | Sir Bill Thomas £000 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | 2021 | 2020 | | Salary/fees^{2} | 31.9 | – | 65.6 | 62.5 | 54.6 | 53.0 | 54.6 | 53.0 | 66.6 | 64.0 | 185.7 | 180.2 | | Benefits^{3} | – | – | – | – | – | – | – | – | – | – | – | – | | Retirement benefits^{4} | – | – | – | – | – | – | – | – | – | – | – | – | | Fixed remuneration | 31.9 | – | 65.6 | 62.5 | 54.6 | 53.0 | 54.6 | 53.0 | 66.6 | 64.0 | 185.7 | 180.2 | | Annual Incentive^{5} | – | – | – | – | – | – | – | – | – | – | – | – | | Long-Term Incentive^{6} | – | – | – | – | – | – | – | – | – | – | – | – | | Variable remuneration | – | – | – | – | – | – | – | – | – | – | – | – | | Total^{7} | 31.9 | – | 65.6 | 62.5 | 54.6 | 53.0 | 54.6 | 53.0 | 66.6 | 64.0 | 185.7 | 180.2 | # Notes 1. The majority of the Directors who received remuneration during 2020 and 2021 are UK based and/or receive payments in Sterling; therefore the data is presented in this currency. 2021 data for Eric Updyke, who is US based and paid in US Dollars, has been converted using an exchange rate of \$1.3745:£1 (2020 \$1.284:£1). 2. Salary/fees: cash paid in respect of the year. 3. Benefits: taxable value of all benefits in respect of the year which comprise relocation expenses, private healthcare, permanent health insurance, life insurance and car allowance. 4. Retirement benefits: cash value in lieu of pension for Paula Bell; Company contributions to 401(k) plan and to Deferred Compensation Plan for Eric Updyke. 5. Annual Incentive: cash incentive payable in respect of performance during 2021, one third of the value of which will be deferred into shares. 6. Long-Term Incentive: value of elements of LTIP awards vesting based on performance during 2021. 7. The total single figure of remuneration for 2020 for each Executive Director is restated to reflect the restated Long-Term Incentive figure which is restated to replace estimated data with actual data. 8. Eric Hutchinson stepped down from the Board on 1 May 2019 and retired from the Company on 30 June 2019; the figures shown represent the amounts earned arising from awards under the Spirent Long-Term Incentive Plan which had performance conditions that extended beyond Mr Hutchinson's retirement date. 9. Non-executive Directors do not receive benefits or pension payments and are not eligible for variable remuneration. 10. Maggie Buggie joined the Board on 29 April 2021. ## Annual Incentive (audited) During 2021 incentives were available to Executive Directors on an annual basis, with the following maximum total Annual Incentive available: | | 2021 base salary £000 | On-target total incentive available | | Maximum total incentive available | | | --- | --- | --- | --- | --- | --- | | | | Per cent of base salary | £000 | Per cent of base salary | £000 | | Paula Bell | 373.2 | 75 | 279.9 | 125 | 466.5 | | Eric Updyke | 555.7 | 90 | 500.1 | 150 | 833.6 | The maximum Annual Incentive which could be earned was determined by reference to growth targets in the Company's adjusted operating profit and revenue, representing 50 per cent and 30 per cent of the incentive respectively, with performance against an agreed set of strategic and operational priorities linked to improving Spirent's performance representing the remaining 20 per cent of the incentive. ## Adjusted operating profit element (50 per cent of Annual Incentive) | | Target $ million | Achievement $ million | | --- | --- | --- | | Entry point (20 per cent) | 106.0 | | | On-target (60 per cent) | 111.0 | | | Maximum (100 per cent) | 116.0 | 118.5 | | Achievement | | 100 per cent | ## Revenue (30 per cent of Annual Incentive) | | Target $ million | Achievement $ million | | --- | --- | --- | | Entry point (20 per cent) | 546.0 | | | On-target (60 per cent) | 563.0 | | | Maximum (100 per cent) | 575.0 | 576.0 | | Achievement | | 100 per cent | 96**Spirent Communications plc Annual Report 2021** CORPORATE GOVERNANCE # **Strategic and operational priorities (20 per cent of Annual Incentive)** Eric Updyke and Paula Bell were each set priorities at the start of 2021, with performance of each target to be equally weighted. # **Services and Solutions (CEO: Eric Updyke; CFO: Paula Bell)** Objective: Managed Solutions bookings growth. Managed Solutions growth is a key element of our strategy, providing greater confidence over future revenue projections and helping mitigate the impacts of technical cyclicality. Growth targets of 65 per cent at entry, 94 per cent at target and 124 per cent at stretch were set by the Committee. | | Growth rate | Achievement | | --- | --- | --- | | Achievement | 188 per cent | 100 per cent | # **ESG, diversity and inclusion (CEO: Eric Updyke; CFO: Paula Bell)** Objective: ESG Scope 1 and 2 carbon reduction target. As part of our ESG strategy, the Committee set energy reduction targets for Scope 1 and 2 carbon emissions of 4 per cent at entry, 5 per cent at target and 6 per cent at stretch (excluding acquisitions made during the year). | | Reduction | Achievement | | --- | --- | --- | | Achievement | 6.7 per cent | 100 per cent | Diversity and inclusion: Take forward the Group's approach to diversity and inclusion. The Committee set a target to benchmark our current state and identify key priorities to create a more diverse and inclusive work environment. Achievement: A full policy and practices review, including workforce demographics analysis, was undertaken which has helped to identify where innovation and inclusiveness can be enhanced. We identified practice and policy improvement areas across talent acquisition, awareness training, early career development and employee benefits. Steps were taken to establish new talent acquisition partnerships with external bodies supporting increased diversity in the technology industry (for example the Historically Black Colleges and Universities and the Society of Women Engineers), launch inclusion awareness training and expand our family leave benefits globally. # **Strategy (CEO: Eric Updyke)** Objective: Articulate the Group's Cloud strategy and agree the three-year plan to deliver it with the Board. We have identified new business with Hyperscalers as a key growth opportunity for Spirent. Growth targets for bookings with this group of customers were set at 11 per cent at entry, 18 per cent at target and 25 per cent at stretch. | | Growth rate | Achievement | | --- | --- | --- | | Achievement | 69 per cent | 100 per cent | # **Cash flow (CFO: Paula Bell)** Objective: Maintain strong free cash flow generation in line with the agreed budget. Strong conversion of operating profit into free cash flow allows Spirent to fund growth opportunities, both organic and inorganic, in addition to making returns to shareholders through dividends. The free cash flow target for the full year assumes budget profitability is delivered, and excluding acquisition related other adjusting items and one-off contributions to the UK pension scheme. Targets were set at $74.7 million at entry, $79.7 million at target and $84.7 million at stretch. | | Free cash flow | Achievement | | --- | --- | --- | | Achievement | $100.0 million | 100 per cent | # **Discretion** Following assessment of performance against the targets that had been set, the Committee agreed that no discretion would be exercised with regard to the outcomes for the 2021 Annual Incentive. Spirent Communications plc Annual Report 2021 97 CORPORATE GOVERNANCE ## Report on Directors' remuneration continued ### Annual Incentive (audited) continued Summary of Annual Incentive target outcomes | | Per cent of total incentive | CFO Paula Bell | | CEO Eric Updyke | | | --- | --- | --- | --- | --- | --- | | | | Achievement as per cent of on-target | Achievement as per cent of maximum | Achievement as per cent of on-target | Achievement as per cent of maximum | | Adjusted operating profit | 50 | 166.7 | 100.0 | 166.7 | 100.0 | | Revenue | 30 | 166.7 | 100.0 | 166.7 | 100.0 | | Strategic and operational priorities | 20 | 166.7 | 100.0 | 166.7 | 100.0 | | • Services and Solutions | | 166.7 | 100.0 | 166.7 | 100.0 | | • ESG, diversity and inclusion | | 166.7 | 100.0 | 166.7 | 100.0 | | • Strategy | | - | - | 166.7 | 100.0 | | • Cash flow | | 166.7 | 100.0 | - | - | | Total | 100 | 166.7 | 100.0 | 166.7 | 100.0 | | | 2021 | | | 2020 | | | | --- | --- | --- | --- | --- | --- | --- | | | Per cent on-target Annual Incentive | Per cent of annual base salary | £ | Per cent on-target Annual Incentive | Per cent of annual base salary | £ | | Paula Bell | 166.7 | 125.0 | 466,526 | 135.1 | 101.3 | 367,091 | | Eric Updyke | 166.7 | 150.0 | 833,592 | 138.7 | 124.8 | 720,923 | ### Deferred Bonus Plan (audited) The Remuneration Policy approved by shareholders at the 2019 AGM introduced the deferral of one-third of the incentive achieved under the Annual Incentive into shares, to be retained for a period of three years. This applies to Executive Directors employed by the Group at the date of the payment of the 2021 Annual Incentive. The deferral element of the 2021 Annual Incentive will be applied as follows: | | Total value of Annual Incentive achieved £ | Value of Annual Incentive payable as cash £ | Value of Annual Incentive deferred into shares £ | Vesting date for deferred shares | | --- | --- | --- | --- | --- | | Paula Bell | 466,526 | 311,017 | 155,509 | March 2025 | | Eric Updyke | 833,592 | 555,728 | 277,864 | March 2025 | ### Relocation expenses (audited) No relocation expenses were paid to an Executive Director during 2021. ### Total retirement entitlements (audited) Paula Bell receives a taxable cash allowance in lieu of pension of 20 per cent of base salary. For 2021, the allowance paid was £74,644 (2020 £72,470). The Committee notes that measures to bring this payment into line with those in the wider workforce will be in place by the end of 2022. Eric Updyke is eligible to participate in the Spirent Communications, Inc 401(k) programme with a four per cent Company match of his own contributions, subject to any applicable IRS cap. Mr Updyke enrolled in the programme on 1 January 2020, receiving Company contributions for 2021 of £8,439 (2020 £8,879). Mr Updyke is also eligible to participate in the US Deferred Compensation Plan, a scheme which allows individuals to elect to defer compensation from the Company until a later date. A four per cent Company match was introduced and applied to compensation deferred in 2021, with Mr Updyke receiving £13,767 (2020 nil). 98 Spirent Communications plc Annual Report 2021 Long-Term Incentive Plan outcomes (audited) In line with previous years, the operation of the LTIP is such that the EPS and absolute TSR performance measures run over different performance periods. EPS Absolute TSR The performance period for EPS performance conditions The performance period for Absolute TSR performance conditions starts at the beginning of the financial year in which the starts shortly before the date of grant and ends three years later. award is granted and ends three financial years later. The LTIP value reported in the Single Total Figure of Remuneration on page 95 relates to measures where the performance period completed during the relevant year. Consequently, the EPS and Absolute TSR elements disclosed in the Single Total Figure of Remuneration relate to different LTIP awards. This is set out in further detail below. CORPORATE GOVERNANCE Performance metrics Weighting Threshold Maximum Actual Achievement Award per cent per cent 2018 LTIP EPS (2020 Single Figure) 50 9.3 cents 13.5 cents 14.68 cents 100 Absolute TSR (2021 Single Figure) 50 17 per cent 42 per cent 171 per cent 100 2019 LTIP EPS (2021 Single Figure) 50 12.9 cents 18.75 cents 16.59 cents 74.93 Absolute TSR Performance period not yet (2022 Single Figure) 50 17 per cent 42 per cent complete 2021 LTIP Single figure reconciliation | | | | | | | 1 | | | | 2 | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Absolute TSR | | | | | EPS | | | | RSU | | | | | | (2018 LTIP | | (2019 LTIP | | | | (2019 Buyout | | | | 2021 Single | | | | | Award) | | Award) | | | | Award) | | | | Figure | Paula Bell Shares awarded 151,201 138,138 – Achievement per cent 100 74.9 – Shares vesting 151,201 103,506 – Value of vested shares £000 372.4 287.8 – 660.2 Increase in value due to share price appreciation £000 202.5 68.9 – 271.4 3 Eric Hutchinson Shares awarded 274,91 – – Achievement per cent 100 – – Shares vesting 99,273 – – Value of vested shares £000 244.5 – – 244.5 Increase in value due to share price appreciation £000 132.9 – – 132.9 Eric Updyke Shares awarded – 266,366 219,044 Achievement per cent – 74.9 100 Shares vesting – 199,565 219,044 Value of vested shares £000 – 554.8 549.0 1,103.8 Increase in value due to share price appreciation £000 – 132.9 232.3 365.2 Notes 1. The level of vesting for the EPS element of the 2019 award is based on the audited EPS figure published in this Annual Report 2021; the estimate value is based on the three-month average price of a Spirent Ordinary Share to 31 December 2021 of 278.0100 pence. 2. On appointment to the Company in April 2019 Eric Updyke was granted an award of Restricted Stock to partially compensate him for remuneration at his previous employer. When determining this award, the Committee took into account the form and time horizon of the forfeited compensation. This award vests in three tranches, subject to continued employment and satisfactory performance in his role as CEO. The second tranche, which relates to 33 per cent of the total award, vested on 5 May 2021. 3. Eric Hutchinson stepped down from the Board on 1 May 2019 and the vesting of this award and the vesting of this award was therefore pro rated to reflect time served. The share price appreciation for Mr Hutchinson’s 2018 award has been calculated on the starting value of the number of vested shares, not those originally awarded. 99Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Report on Directors' remuneration continued ### External appointments (audited) From 1 September 2018, and with the approval of the Company's Board, Paula Bell was appointed to a non-executive director role with Keller Group plc; she became chairman of the audit committee of Keller Group plc on 1 January 2019. Fees in respect of this directorship are paid directly to and retained by Ms Bell. On appointment in 2019 the Board agreed that it was acceptable for Eric Updyke to continue with his non-executive role with Symend, Inc. Fees in respect of this directorship are paid directly to and retained by Mr Updyke. ### Payments to past Directors (audited) During 2021 former CEO Eric Hutchinson received payments relating to the vesting of the Long-Term Incentive Plan award he received in 2018, which was pro-rated to reflect Mr Hutchinson's time in service. Details of this payment are set out in the table on page 99. No other payments were made to past Directors during the year under review. ### Payments for loss of office (audited) There were no payments for loss of office during the year under review. ### Payments of advances, credits or guarantees (audited) There were no payments of advances, credits or guarantees to Directors during the year under review. ### Non-executive Director fees (audited) Details of individual appointments are as follows: | Director | First appointed as a Director | Current appointment due to expire | | --- | --- | --- | | Maggie Buggie | 29 April 2021 | 2022 AGM | | Gary Bullard | 1 December 2016 | 2023 AGM | | Wendy Koh | 11 January 2018 | 2024 AGM | | Edgar Masri | 11 January 2018 | 2024 AGM | | Jonathan Silver | 25 June 2015 | 2022 AGM | | Sir Bill Thomas | 1 December 2016 | 2023 AGM | Details of the fees paid to each of the Non-executive Directors during the year are set out on page 96. During 2021 the Board reviewed the level of fees to be paid to Non-executive Directors from 1 January 2022. To avoid any conflict of interest, the matter was considered by the Chairman and Executive Directors in the absence of the Non-executive Directors affected. Following consideration, an increase of 3.0 per cent (which is line with the range of salary increases applied across the Group's employees) was agreed. It was also agreed that the additional fees paid to Committee Chairmen and the Senior Independent Non-executive Director would not be increased in 2022. | | 2022 | 2021 | Per cent change | | --- | --- | --- | --- | | Non-executive Directors | £56,275 | £54,636 | 3.0 | | Audit Committee Chairman | £12,000 | £12,000 | – | | Remuneration Committee Chairman | £11,000 | £11,000 | – | | Senior Independent Non-executive Director^{1} | £10,000 | £10,000 | – | # Note 1. The current Senior Independent Non-executive Director has chosen to continue to waive this additional fee during the period under review and for 2022. During 2021 the Remuneration Committee reviewed the level of fees to be paid to the Non-executive Chairman from 1 January 2022. To avoid any conflict of interest, the matter was considered by the Committee in the absence of the individual affected. Following consideration, the Committee felt the Chairman's fee should be brought into line with fees paid by other FTSE250 companies of a similar size and an increase to £225,000 per annum was agreed. | | 2022 | 2021 | Per cent change | | --- | --- | --- | --- | | Non-executive Chairman | £225,000 | £185,657 | 21.2 | 100**Spirent Communications plc**^{}[] Annual Report 2021 Statement of Directors’ shareholdings and share interests (audited) The beneficial interests of the Directors and their connected persons in the shares of the Company are set out below: At 31 December 2020 or date of | | appointment | | At 31 December 2021 | | | At 10 March 2022 | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | 1 | | | 1 | | 1 | | Ordinary Shares | | | | Ordinary Shares | | Ordinary Shares | | Executive Directors 2 Paula Bell 363,979 383,544 383,754 Eric Updyke 116,349 224,274 224,274 Non-executive Directors 3 Maggie Buggie ––– CORPORATE GOVERNANCE Gary Bullard 52,044 68,708 68,708 Wendy Koh – – – Edgar Masri 20,000 20,000 20,000 Jonathan Silver 70,000 70,000 70,000 Sir Bill Thomas 67,442 67,442 67,442 Notes 1. Directors’ beneficial interests do not form part of the remuneration provided by the Company. 2. Events since 31 December 2021: On 25 January 2022 Paula Bell acquired 52 “Partnership” Ordinary Shares and received 52 “Matching” Shares under the UK Employee Share Purchase Plan at a price of 242.0000 pence per share. On 25 February 2022 Paula Bell acquired 53 “Partnership” Ordinary Shares and received 53 “Matching” Shares under the UK Employee Share Purchase Plan at a price of 236.8000 pence per share. 3. Maggie Buggie joined the Board on 29 April 2021. Shareholding guidelines for Executive Directors (audited) The Committee believes that to further align their interests with those of shareholders, Executive Directors should have a significant shareholding in the Company. Under the 2021 Remuneration Policy, the Committee requires Executive Directors to build a holding of shares equivalent in value to 200 per cent of base salary. Under the 2021 Remuneration Policy, the current Executive Directors will not be required to hold on to beneficially owned shares after the end of their employment with the Group. However, any new Executive Directors joining the Company would be required to retain the lower of the respective in-role shareholding guideline and the accrual shareholding immediately prior to departure for a period of two years. The table below sets out the holdings of the Executive Directors who served during the year at 31 December 2021: Deferred | | | | Value as | | Guideline | | | LTIP unvested | | UK ESPP | | Bonus Plan | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Beneficially | percentage | | | | target | (with performance | | | Matching | (no performance | | | | | | | 1 | | | | | | | 2 | | | owned shares | | | of salary | | achieved? | | | | conditions) | Shares | | condition) | Paula Bell 383,544 275.57 Yes 717,725 367 110,922 3 Eric Updyke 224,274 108.22 No 1,550,546 – 177,576 Notes 1. The value of shareholdings is based on the closing price of a Spirent Ordinary Share on 31 December 2021 and the number of Ordinary Shares held by the individual on that date. The percentage is calculated based on 2022 base salary. 2. Matching Shares held in the Company’s UK Employee Share Purchase Plan may be subject to forfeiture within three years of the award. 3. Mr Updyke was appointed to the Company in April 2019 and is in the process of building up a shareholding to meet the guideline. 101Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Report on Directors’ remuneration continued 1 Outstanding share incentive awards (audited) The share incentive interests of Executive Directors who served during the period 1 January 2021 to the date of this report are set out below: Paula Bell Plan type LTIP LTIP DBP LTIP DBP LTIP Award type PS PS RSU PS RSU PS Award date 22 May 2018 16 May 2019 5 March 2020 6 May 2020 11 March 2021 16 March 2021 At 1 January 2021 (or date of appointment) 302,402 276,276 59,227 182,268 – – Granted during the period – – – – 51,695 259,181 Vested during the period 302,402 – – – – – Lapsed during the period – – – – – – Any other adjustments during the period – – – – – – At 31 December 2021 (or at date of cessation) – 276,276 59,227 182,268 51,695 259,181 Market price at date of 2 award (£) 1.124000 1.584000 2.1380 2.4850 2.3670 2.5200 Face value of award granted in period (£) – 437,621.25 126,627.32 452,935.98 122,362.07 653,136.12 3 Exercise price (£) Nil Nil Nil Nil Nil Nil Subject to performance conditions? Yes Yes No Yes No Yes Performance condition 50% EPS, 50% EPS, 50% EPS, 75% EPS, 25% 50% TSR 50% TSR – 50% TSR – TSR Performance condition 4 | testing date | 22 May 2021 16 May 2022 – 6 May 2023 – 16 March 2024 | | | --- | --- | --- | | Result of performance | | 100% EPS | | condition testing | | 100% TSR – – – – – | Market price at vesting date (£) 2.462952 – – – – – Exercise date 22 May 2021 – – – – – Market price at exercise date (£) 2.462952 – – – – – Gain on exercise (£) 744,801.61 – – – – – Expiry date 22 May 2021 16 May 2022 5 March 2023 6 May 2023 11 March 2024 16 March 2024 Expiry of post-vesting holding period – 16 May 2024 – 6 May 2025 – 16 March 2026 102 Spirent Communications plc Annual Report 2021 Eric Updyke Plan type LTIP LTIP DBP LTIP DBP LTIP Award type RSU PS RSU PS RSU PS Award date 1 April 2019 16 May 2019 5 March 2020 6 May 2020 11 March 2021 16 March 2021 At 1 January 2021 (or date of appointment) 438,088 532,672 83,783 362,477 – – Granted during the period – – – – 93,793 436,353 Vested during the period 219,044 – – – – – Lapsed during the period – – – – – – Any other adjustments during the period – – – – – – CORPORATE GOVERNANCE At 31 December 2021 (or at date of cessation) 219,044 532,672 83,783 362,477 93,793 436,353 Market price at date of 2 award (£) 1.446000 1.584000 2.1380 2.4850 2.3670 2.5200 Face value of award granted in period (£) 959,809.97 843,752.80 179,128.05 900,755.34 222,008.03 1,099,609.56 3 Exercise price (£) Nil Nil Nil Nil Nil Nil Subject to performance conditions? Yes Yes No Yes No Yes Performance condition Continuing employment and | | satisfactory | 50% EPS, | 50% EPS, | 75% EPS, | | --- | --- | --- | --- | --- | | | performance | 50% TSR – | 50% TSR – | 25% TSR | | Performance condition | 5 May 2020, | | | | 4 testing date 5 May 2021, 5 May 2022 16 May 2022 – 6 May 2023 – 16 March 2024 | Result of performance | 5 May 2021 | | | --- | --- | --- | | condition testing | | 100% – – – – – | | Market price at vesting | 5 May 2021 | | | date (£) | | 2.5064 – – – – – | Exercise date 5 May 2021 – – – – – Market price at exercise date (£) 2.5064 – – – – – Gain on exercise (£) 549,011.88 – – – – – Expiry date 5 May 2022 16 May 2022 5 March 2023 6 May 2023 11 March 2024 16 March 2024 Expiry of post-vesting holding period – 16 May 2024 – 6 May 2025 – 16 March 2026 103Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE # Report on Directors' remuneration continued ## Outstanding share incentive incentive awards (audited)$^{1}$ continued | Plan type | LTIP | | --- | --- | | Award type | PS | | Award date | 22 May 2018 | | At 1 January 2021 (or date of appointment) | 549,822 | | Granted during the period | – | | Vested during the period | 198,546 | | Lapsed during the period | 351,276 | | Any other adjustments during the period | – | | At 31 December 2021 (or at date of cessation) | – | | Market price at date of award (£)^{2} | 1.124000 | | Face value of award granted in period (£) | – | | Exercise price (£)^{3} | Nil | | Subject to performance conditions? | Yes | | Performance condition | 50% EPS, 50% TSR | | Performance condition testing date^{4} | 22 May 2021 | | Result of performance condition testing | 100% EPS 100% TSR | | Market price at vesting date (£) | 2.462952 | | Exercise date | 22 May 2021 | | Market price at exercise date (£) | 2.462952 | | Gain on exercise (£) | 489,009.27 | | Expiry date | 22 May 2021 | | Expiry of post-vesting holding period | – | # Notes An explanation of each share plan and its operation is given in note 33 to the audited consolidated financial statements of the Group. 1. Key to share plan and type of award: LTIP PS – 2016 Long-Term Incentive Plan Performance Shares awarded as conditional share awards. LTIP RSU – 2016 Long-Term Incentive Plan Restricted Stock Units awarded as conditional share awards. DBP RSU – Deferred Bonus Plan Restricted Stock Units awarded as conditional share awards. 2. The market price on date of grant is the price of an Ordinary Share at the close of business on the day before the date of grant. 3. There is no exercise price payable for a Performance Share upon vesting. 4. Awards which have passed the date first exercisable have vested and are unfettered, having passed the relevant performance conditions. ## Share incentive interests awarded during the year (audited) In March 2021 the Committee approved an award of Restricted Stock Units to Ms Bell and Mr Updyke under the Deferred Bonus Plan representing one-third of the value of the Annual Incentive outcome based on performance during 2020. Ms Bell and Mr Updyke received awards on 51,695 and 93,793 restricted stock units respectively; these awards will vest on 11 March 2024, with no further performance conditions to be completed. In March 2021 the Committee approved an award of Performance Shares to Ms Bell and Mr Updyke under the Long-Term Incentive Plan equivalent to 175 per cent and 200 per cent of base salary respectively. Awards made to the Executive Directors under the Long-Term Incentive Plan have a two-year post-vesting holding period. ### 75 per cent of award: The EPS performance period for this award started at the beginning of the financial year in which the award is made, in this case on 1 January 2021, and ends after three years, in this case on 31 December 2023. The adjusted EPS figure reported for the financial period to 31 December 2020, which forms the baseline for this performance target, is 14.68 cents. | Target EPS (adjusted) at the conclusion of the performance period | Proportion of Performance Shares vesting (per cent) | | --- | --- | | Below 16.99 | 0 | | 16.99 cents | 25 | | Above 16.99 cents and below 20.62 cents | On a straight-line basis between 25 and 100 | | 20.62 cents and higher | 100 | 104 Spirent Communications plc Annual Report 2021 25 per cent of award: In determining Absolute TSR growth for the Company, share prices will be averaged over 90-day periods immediately prior to, and at the end of, the performance period, which will commence 14 days prior to the date of award and will end three years later. 1 Absolute TSR Proportion of Performance Shares vesting (per cent) Below 20 per cent growth 0 20 per cent growth 25 Above 20 per cent growth but below 48 per cent growth On a straight-line basis between 25 and 100 48 per cent growth or higher 100 Note 1. Share price including reinvested dividends. CORPORATE GOVERNANCE Share incentive interests vesting during 2022 (audited) Both Ms Bell and Mr Updyke have awards of Performance Shares under the LTIP which are due to vest on 16 May 2022, subject to an EPS performance condition and an Absolute TSR performance condition. The EPS condition has passed the growth threshold required for partial vesting but has not achieved the growth required for full vesting. The Absolute TSR condition will be tested after the conclusion of the performance period. Current estimates, based on the growth in market price of a Spirent Ordinary Share between the beginning of the performance period and the date of this report, suggest it is likely that this will achieve full vesting. The third and final tranche of Mr Updyke’s buyout award of Restricted Stock (awarded under Listing Rule 9.4.2) is due to vest on 5 May 2022, subject to his continuing employment and his satisfactory performance of the role of CEO. The Remuneration Committee will consider the approval of the vesting prior to 5 May 2022. Full details of the vesting of these awards will be disclosed in the Directors’ Annual remuneration report 2022. No new shares were issued during the year, with all exercises of share incentives being satisfied by the transfer of shares held by the Company’s Employee Share Ownership Trust (ESOT). At the date of this report, the ESOT holds 4.5 million Ordinary Shares for the purpose of satisfying the exercises of current and future awards by employees and former employees of the Group. Dilution (audited) Overall shareholder dilution resulting from the Company’s share incentive plans (on a rolling ten-year basis) has fallen by 1.2 per cent when comparing the positions at 31 December 2021 (0.5 per cent) and 31 December 2020 (1.7 per cent). The overall number of share incentives outstanding has fallen to 7.5 million at 31 December 2021 (2020 8.1 million). Illustrations of the application of Remuneration Policy in 2022 A significant proportion of remuneration is linked to performance, particularly at maximum performance levels. The charts below show how much the Executive Directors could earn under Spirent’s Remuneration Policy under different performance scenarios in the 2022 financial year. The following assumptions have been made: Fixed remuneration Variable remuneration Annual Incentive Long-Term Incentive | | | 1 | 2 | 3 | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Minimum Base salary | | , benefits | , pension | | –– | | | | | | | | 1 | 2 | 3 | | 4 | | | 6 | | Target Base salary | | , benefits | , pension | | On-target | | Threshold vest (25 per cent) | | | | | | 1 | 2 | 3 | | 5 | | 6 | | | Maximum Base salary | | , benefits | , pension | | Maximum | | Full vest (100 per cent) | | | | | | 1 | 2 | 3 | | 5 | | 6 | | | Maximum + 50 per cent | Base salary | , benefits | , pension | | Maximum | | Full vest (100 per cent) | + 50 per cent | | | share price growth | | | | | | | growth in share price from date of grant | | | Notes 1. Base salary effective 1 January 2022. 2. Benefits as received during 2021 financial year. 3. Cash contributions to the Company’s 401(k) plan and Deferred Compensation Plan during 2021 financial year for CEO and cash sum in lieu of pension equal to 20 per cent of base salary received during 2021 financial year for CFO. 4. Annual Incentive on-target payout of 90 per cent of base salary for CEO and 75 per cent of base salary for CFO. 5. Annual Incentive maximum payout of 150 per cent of base salary for CEO and 125 per cent of base salary for CFO. 6. Long-Term Incentive on-target payout of 25 per cent of award and maximum payout of 100 per cent of award. 105Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Report on Directors’ remuneration continued Illustrations of the application of Remuneration Policy in 2022 continued CEO | Minimum performance | 100% | | | | | £616,060 | | --- | --- | --- | --- | --- | --- | --- | | On-target performance | 43.46% | 36.34% | | 20.19% | | £1,417,719 | | Maximum performance | 23.52% | | 32.78% | | 43.70% | £2,619,459 | Maximum + share 19.30% 26.90% 53.80% £3,191,858 price growth Fixed remuneration Annual Incentive Long-Term Incentive CFO | Minimum performance | 100% | | | | | £478,049 | | --- | --- | --- | --- | --- | --- | --- | | On-target performance | 51.15% | 30.85% | | 18.00% | | £934,544 | | Maximum performance | 29.30% | | 29.46% | | 41.24% | £1,631,301 | Maximum + share 24.30% 24.42% 51.28% £1,967,667 price growth Fixed remuneration Annual Incentive Long-Term Incentive 1 Table of CEO remuneration | | | | Annual bonus | | Long-Term Incentive | | | --- | --- | --- | --- | --- | --- | --- | | | | | payout against | | vesting rates against | | | | CEO single figure of | | | maximum | | maximum | | | total remuneration | | | opportunity | | opportunity | | Year CEO | | £000 | | Per cent | | Per cent | 2021 Eric Updyke 2,536.2 100.0 86 2020 Eric Updyke 1,867.6 83.2 100 2 2019 Eric Updyke 968.8 85.1 – 3 2019 Eric Hutchinson 1,548.6 85.1 89 2018 Eric Hutchinson 1,533.4 80.0 63 2017 Eric Hutchinson 1,292.6 86.8 – 2016 Eric Hutchinson 632.6 22.6 – 2015 Eric Hutchinson 497.1 – – 2014 Eric Hutchinson 521.6 – – 4 2013 Eric Hutchinson 186.9 12.0 – 5 2013 Bill Burns 401.3 – – 2012 Bill Burns 931.8 40.5 34 Notes 1. Data for Mr Updyke’s earnings are presented in Sterling based on an average exchange rate for 2021 of 1.3745. Prior year data in this table has been recalculated from US Dollars to be presented in Sterling at the following average exchange rates: 2020 $1.284:£1; 2019 $1.2779:£1; 2014 $1.65:£1; 2013 $1.56:£1; 2012 $1.58:£1; 2011 $1.60:£1; 2010 $1.54:£1; and 2009 $1.57:£1. 2. Eric Updyke took up the position of CEO on 1 April 2019. 3. Earnings disclosed are to 30 June 2019, when Eric Hutchinson retired from the Spirent Group. 4. Eric Hutchinson took up the position of CEO on 3 September 2013. 5. Earnings disclosed are to 3 September 2013, when Bill Burns stepped down as CEO. 106 Spirent Communications plc Annual Report 2021 CEO pay ratio For the purposes of this year’s disclosure, the gender pay gap data from our 5 April 2021 snapshot has been used to identify the three appropriate employees for comparison with the CEO (Option B). Further detail on the methodology is set out below. The table below compares the 2021 single figure of remuneration for the individual who fulfilled the role of CEO during the period with that of the Group employees who are paid at the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile) of its UK employee population. | | | 25th | | | 75th | | --- | --- | --- | --- | --- | --- | | | percentile | | Median | percentile | | | Method | pay ratio | | pay ratio | pay ratio | | 2021 Option B 54:1 38:1 22:1 2020 Option B 50:1 32:1 18:1 CORPORATE GOVERNANCE 2019¹ Option B 72:0 53:1 24:1 Note 1. The data provided for 2019 is the aggregate 2019 single figure of remuneration for the two individuals who fulfilled the role of CEO during the period which includes a three-month period where both individuals were receiving remuneration and Annual Incentive payments to both individuals. The remuneration figures for all employees were determined at 31 December 2021. Under Option B, the latest available gender pay gap data is used to identify the best equivalent for three Group employees in the UK whose hourly rates of pay are at the 25th, 50th and 75th percentiles for the Group and their total pay and benefits figure for 2021 is then calculated. The identified employees are considered to be reasonably representative since the structure of their remuneration arrangements is in line with that of the majority of the UK workforce. The table below sets out the salary and total pay and benefits for the three identified quartile point employees: | | 25th | | | | 75th | | --- | --- | --- | --- | --- | --- | | percentile | | Median | | percentile | | | | (P25) | | (P50) | | (P75) | Salary (£) 42,805 63,254 96,361 Total pay and benefits (£) 46,758 67,513 114,830 Each employee’s pay and benefits were calculated using each employee’s remuneration, consistent with the CEO remuneration, on a full-time equivalent basis. No adjustments were made and no components of pay have been omitted. Base salaries of all employees, including our Executive Directors, are set with reference to a range of factors including market practice, experience and performance in role. In reviewing the ratios the Committee also noted that the CEO’s remuneration package is weighted more heavily towards variable remuneration (including the Annual Incentive and Long-Term Incentive Plan) than the wider workforce due to the nature of the role. This means the ratio is likely to fluctuate depending on the performance of the business and associated outcomes of incentive plans in each year. The Committee notes that the 2019 ratio data covered a period during which there were two individuals in the role of CEO, one of whom (Eric Hutchinson) received a significant vesting of an LTIP award during the period; although the 2020 and 2021 data includes the vesting of the first two tranches of Eric Updyke’s buy-out award of restricted stock, this award was at a lower quantum. The Committee continues to believe the median pay ratio is consistent with the pay, reward and progression policies for our UK employees. The salary and total pay and benefits levels for the CEO and median representative employee are competitively positioned within the relevant markets and reflect the operation of our remuneration structures. These are effective in appropriately incentivising staff, while having regard to the Company’s risk framework and risk appetite and to rewarding the approach as well as the outcome of performance. 107Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Report on Directors’ remuneration continued Percentage change in remuneration of the Directors and Average Employee The table below shows the movement in salary, benefits and Annual Incentive for each of the Directors between the current and prior years compared to the remuneration of the Average Employee: 2020-2021 2019-2020 2018-2019 | | Base | | | Annual | | | Base | | | | Annual | | | Base | | | Annual | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | 1 | | 2 | | | | 1 | | | 2 | | | | 1 | | 2 | | | salary | Benefits | Incentive | | | | salary | Benefits | | Incentive | | | | salary | Benefits | Incentive | | | | per cent | | per cent | | per cent | | per cent | | per cent | | | per cent | | per cent | | per cent | | per cent | | | change | | change | | change | | change | | change | | | change | | change | | change | | change | | Eric Updyke CEO 3.0 46.7 25.8 3.0 38.2 0.7 31.1 (77.6) 39.4 Paula Bell CFO 3.0 2.4 27.1 3.5 2.9 (3.4) 3.0 2.7 36.3 3 Sir Bill Thomas Chairman 3.0 – – 3.0––9.4–– 3,4 Maggie Buggie NED ––––––––– 3 Gary Bullard NED, Chairman of Remuneration Committee 5.6––2.6––2.5–– 3 Wendy Koh NED 3.0 – – 2.9––5.7–– 3 Edgar Masri NED 3.0––2.9––5.7–– 3 Jonathan Silver SID, Chairman of Audit Committee 4.1––2.4––2.5–– Average Group 5 employee 4.4 10.3 14.8 4.1 7.1 6.2 4.8 (6.6) 12.3 Notes 1. Benefits include employer retirement benefit contributions and Company match payments, car allowance, health insurance and life assurance. 2. Total Annual Incentive includes all Annual Incentive payments and commission. 3. Non-executive Directors do not receive benefits or pension payments and are not eligible for variable remuneration. 4. Maggie Buggie joined the Board on 29 April 2021. 5. Average Group employee data is based on the employee remuneration costs and average number of employees set out in note 8 to the consolidated financial statements with costs for the CEO, CFO and Non-executive Directors removed. Relative importance of the spend on pay The following table shows the total expenditure on pay for all of the Company’s employees compared to distributions to shareholders by way of dividend. In order to provide context for these figures, adjusted operating profit is also shown. 2021 2020 Per cent $ million $ million change 1 Employee remuneration costs 265.6 232.6 14.2 2 Distributions to shareholders 84.1 33.6 150.3 3 Adjusted operating profit 118.5 103.5 14.5 Notes 1. Remuneration, social security costs, pension and other related costs and expense of share-based payment (see note 8 to the consolidated financial statements). 2. Dividends declared and paid in the year (see note 12 to the consolidated financial statements). 3. Before acquired intangible assets, share-based payment and other adjusting items amounting to $14.3 million in total (2020 $7.8 million) (see note 4 to the consolidated financial statements). Total Shareholder Return performance The graph on page 109 shows the TSR performance for the last ten financial years of Spirent Communications plc against the FTSE 250 Index and the FTSE TechMARK 100 Index, excluding those companies which were also constituents of the FTSE 100 Index at the commencement of the period. These indices have been selected as the most relevant comparators for Spirent across the time period reflected in the graph below due to Spirent’s business operations in the technology space and the Company’s market capitalisation and size. 108 Spirent Communications plc Annual Report 2021 ### Ten-year TSR performance – Spirent vs FTSE TechMARK100' and FTSE 250 ![img-11.jpeg](img-11.jpeg) Note 1. As of 1 January 2012, excluding FTSE 100 companies. The middle market price of an Ordinary Share at the close of business on 2 January 2021 and 31 December 2021 (being the first and last days the London Stock Exchange was open for trading in 2021) was 237.5 pence and 276.2 pence respectively, and during that period ranged between a high of 300.2 pence and a low of 228.5 pence. ### Remuneration Committee #### Members During the year and at the date of this report, Committee members were: - Gary Bullard (Committee Chairman); - Maggie Buggie (from 29 April 2021); - Wendy Koh; - Edgar Masri; and - Jonathan Silver. #### Responsibilities The Remuneration Committee is responsible to the Board for determining: - Remuneration Policy for the Executive Directors and Chairman, taking into account remuneration trends across the Company; - specific terms and conditions of employment of each individual Executive Director; - overall policy for remuneration for the Executive Directors' direct reports; - design and monitoring of the operation of any Company share incentive plans; - setting stretching incentive targets to encourage enhanced performance; - an approach that rewards fairly and responsibly contribution to the Company's long-term success; and - other provisions of the Executive Directors' service agreements, ensuring that contractual terms on termination and payments made are fair to the individual and the Company and that failure is not rewarded and loss is mitigated. The Committee's remit is set out in detail in its terms of reference, which are reviewed regularly and were approved by the Board in December 2021. The Committee's terms of reference are available on the Company's website at corporate.spirent.com. #### Composition of the Committee At the date of this Report, the Remuneration Committee comprises five Independent Non-executive Directors, one of whom acts as Committee Chairman. The Company Secretary serves as Secretary to the Committee. All members are considered independent within the meaning of the 2018 UK Corporate Governance Code. CORPORATE GOVERNANCE Spirent Communications plc Annual Report 2021 109 CORPORATE GOVERNANCE # Report on Directors' remuneration continued ## Remuneration Committee continued ### Advisers to the Committee During the period under review the Committee consulted with the Company's Chairman, CEO, CFO and Company Secretary & General Counsel but not on matters relating to their own remuneration. Following a formal tender Aon was appointed by the Committee in August 2018 to undertake a market review of executive remuneration practices and assist with the design and introduction of an updated Remuneration Policy that was put to shareholders at the 2019 Annual General Meeting. In July 2020, following a restructure at Aon, the lead adviser to the Committee transferred to work at PwC. The Committee has retained PwC in this role because it values the robust data and advice provided and the continuity of provision from the advisers involved. The Committee remains satisfied that PwC is independent, thoughtful and challenging. PwC is a member of the Remuneration Consultants Group and complies with its voluntary Code of Conduct in respect of the provision of remuneration consulting services, details of which can be found at www.remunerationconsultantsgroup.com. The fees paid to PwC to carry out work for the Remuneration Committee during the period under review totalled £60,000 (2020 £36,000). Fees are based on a fixed retainer for certain services and time and materials otherwise. During the year, PwC provided other tax and advisory services to the Company. PwC did not have any other connection with the Directors of the Company. Kepler Associates Limited, which was acquired in June 2015 by Mercer Limited, was appointed by the Committee some years ago to provide the results of TSR testing to determine the vesting of share incentives. The Committee has retained Mercer Limited in this role because it values the robust data provided and continuity of advice from the consultants involved. The Committee remains satisfied that Mercer Limited is independent, thoughtful and challenging. Mercer Limited is a member of the Remuneration Consultants Group and complies with its voluntary Code of Conduct in respect of the provision of remuneration consulting services, details of which can be found at www.remunerationconsultantsgroup.com, and has no other connection to the Company. During the year Mercer did not provide any other services to the Company and did not have any other connection with the Directors of the Company. The fees paid to Mercer Limited to carry out work for the Remuneration Committee during the period under review totalled £4,200 (2020 £3,000) and were based on time and materials. ## Statement of shareholder voting At the 2021 AGM on 28 April 2021 the results of shareholder voting on remuneration matters were as follows: Advisory vote regarding the Report on Directors' remuneration for the year to 31 December 2020: | Votes for^{1} | Per cent | Votes against | Per cent | Votes cast | Votes withheld^{2} | | --- | --- | --- | --- | --- | --- | | 493,507,758 | 99.37 | 3,112,286 | 0.63 | 496,620,044 | 1,736,691 | The most recent binding vote for the Company's Remuneration Policy was also approved by shareholders at the 2021 AGM and effective from 29 April 2021: | Votes for^{1} | Per cent | Votes against | Per cent | Votes cast | Votes withheld^{2} | | --- | --- | --- | --- | --- | --- | | 480,377,721 | 96.40 | 17,920,170 | 3.60 | 498,297,891 | 58,844 | #### Notes 1. The "For" vote includes those giving the Company Chairman discretion. 2. A vote withheld is not a vote in law and is not counted in the calculation of the votes "For" and "Against" the resolution. Votes "For" and "Against" are expressed as a percentage of total votes cast. 110 Spirent Communications plc Annual Report 2021 Directors’ Remuneration Policy (unaudited) The Committee’s Policy is to set remuneration levels which ensure that the Executive Directors are fairly and responsibly rewarded in return for high levels of performance. The Remuneration Policy aims to promote value creation through transparent alignment with the agreed corporate strategy, supporting performance and encouraging the underlying sustainable financial health of the business while promoting sound risk management for the benefit of all stakeholders. The Committee believes that the aims of the Policy are achieved by ensuring that a significant proportion of executive remuneration is tied to the achievement of the agreed corporate strategy and long-term value creation. The Company’s previous Remuneration Policy was subject to a binding vote at the 2019 AGM on 1 May 2019 and received 95.89 per cent of all votes cast in favour. The current Policy was subject to a binding vote at the 2021 AGM, receiving 96.40 per cent of all votes cast in favour and is broadly consistent with the previously approved Policy. However, certain changes were made to ensure that the new Policy remains fit for purpose for the next three years for the Company and its shareholders. A number of amendments to the language of the Policy have been made to improve its clarity. The principal changes from the previously CORPORATE GOVERNANCE approved Policy are: • Post-cessation share ownership requirement: The implementation of a post-cessation share ownership requirement for newly appointed Executive Directors, who will be required to hold the lower of the respective in-role shareholding guideline and the accrual shareholding immediately prior to departure for a period of two years, in line with the Investment Association’s best practice guidance. • Reduction in pension contributions: The alignment of existing Executive Director pension contributions with those of the wider workforce from the end of 2022 in line with the UK Corporate Governance Code and Investment Association expectations. Considerations of UK Corporate Governance Code principles When determining the Remuneration Policy, the Committee was mindful of its obligations under Provision 40 of the Corporate Governance Code in order to ensure that the Policy and other remuneration practices were clear, simple, predictable, proportional and aligned to the culture of the Company and accounted for reputational and other risks linked to excessive reward. Set out below are examples of how the Committee addressed these factors: Clarity The Committee consulted with its shareholders on the proposed changes Remuneration arrangements should be transparent and promote within the Policy and received positive feedback. effective engagement with shareholders and the workforce. The Committee believes that the remuneration arrangements are transparent and align to market and best practice. Simplicity The Committee is not proposing any significant structural changes to the Remuneration structures should avoid complexity and their incentive plans. Spirent operates two incentive plans, which it believes are rationale and operation should be easy to understand. easy to communicate and for stakeholders to understand and the structure of which is aligned to market practice. The performance measures provide a clear link to business performance and business strategy. Risk The Committee is mindful of mitigating risks in relation to excessive reward Remuneration arrangements should ensure reputational and other through the application of discretion, as well as through malus and clawback risks from excessive rewards, and behavioural risks that can arise provisions in respect of incentive awards. from target-based incentive plans, are identified and mitigated. Predictability The range of possible rewards for Executive Directors is considered The range of possible values of rewards to individual Directors on pages 105 and 106. and any other limits or discretions should be identified and The Committee has the ability to apply discretion in relation to the variable explained at the time of approving the Policy. pay elements of the awards, for new joiners and for leavers, which were revisited as part of the review of the Remuneration Policy. Proportionality The Committee strongly believes that the awards implemented The link between individual awards, the delivery of strategy and ensure continued delivery of the short and long-term goals and the the long-term performance of the Company should be clear. business strategy. Outcomes should not reward poor performance. The Committee also has discretion to adjust incentive outcomes to ensure that they reflect the Company’s performance over the relevant period. Alignment to culture The Committee believes that the incentive schemes detailed in the Remuneration Incentive schemes should drive behaviours consistent with Policy are consistent with Company purpose, values and strategy. Company purpose, values and strategy. 111Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Report on Directors’ remuneration continued Policy table This section of the Report describes the key components of each element of the remuneration arrangements for the Executive Directors. Component and link to strategy Operation Maximum opportunity Framework to assess performance Fixed remuneration Base salary To provide fixed remuneration Base salaries are normally While there is no defined Not applicable. for each role which reflects the reviewed annually. maximum salary, any increase size and scope of the Executive in salary will ordinarily be (in Set at levels to recruit and retain Director’s responsibilities and their percentage terms) in line with the high-calibre talent needed individual skills and experience. those of the wider workforce, to deliver the Group’s strategy having regard to the increases without paying more than is in the country in which the considered necessary. individual resides. Salaries are typically set after Increases beyond those considering various factors granted to the wider workforce including the salary levels in (in percentage terms) may companies of a similar size and be awarded in certain complexity, the responsibilities circumstances, for example of each individual role, internal where there is a change in relativities, progression within the responsibility, progression in the role, individual performance and role, experience or a significant an individual’s experience and with increase in the scale of the regard to market salary levels in role and/or size, value and/or the country in which the executive complexity of the Group. resides. Our overall policy, having had due regard to the factors Details of current salary levels noted, is normally to target salaries are set out in the Annual at the median market level. Remuneration Report. Benefits To provide market levels of benefits May include private health cover The overall value of benefits Not applicable. on a cost-effective basis. for the Executive Director and will depend on the individual’s their family, life insurance cover, circumstances and therefore permanent health insurance and there is no formal maximum. a car allowance. Participation in all-employee Executive Directors may share plans will be in line with participate in any all-employee relevant statutory limits. share plans which may be It is intended that the maximum operated by the Company on the value of benefits offered same terms as other employees. will remain broadly in line Relocation support and any with market practice in the associated costs or benefits may location in which the Executive also be provided if considered by Director operates. the Committee to be appropriate and reasonable to meet the requirements of the business. Other benefits may be offered from time to time broadly in line with local market practice in the country of residence of the Executive Director. Reasonable business-related expenses may be reimbursed (including tax thereon, if deemed to be a taxable benefit). 112 Spirent Communications plc Annual Report 2021 Component and link to strategy Operation Maximum opportunity Framework to assess performance Retirement benefits | To provide cost-effective | Defined contribution scheme or | The maximum Company | Not applicable. | | --- | --- | --- | --- | | and competitive post- | cash allowance in lieu of Company | contribution is set at 20 per cent | | | retirement benefits. | pension contributions or a | of base salary (combined cash | | | | combination of both. | supplement and/or defined | | contribution plan). Other post-retirement benefits may be offered from time to time For existing Executive Directors, broadly in line with local market the retirement benefits will practice in the country of residence be set in line with the general of the Executive Director. rates applicable to the wider workforce in their country of residence by the end of 2022. CORPORATE GOVERNANCE Retirement benefit levels for newly appointed Executive Directors will be set in line with the general rates applicable to new employees in the country of residence of the new Executive Director. Pension arrangements for current Executive Directors are set out in the Annual Remuneration Report. Variable remuneration Annual Incentive | To reward and incentivise the | Two-thirds of any bonus earned is | Maximum opportunity is capped | Annual incentives may be based on | | --- | --- | --- | --- | | achievement of annual financial | payable in cash with the remaining | at 150 per cent of base salary. | a mix of financial, individual and | | and strategic goals which are | one-third deferred into shares. | | business objectives with at least | The Annual Incentive starts | selected to align the strategy of the | | | 50 per cent of the weighting being | | --- | --- | --- | --- | | | The deferred bonus shares | accruing from threshold | | | business and support enhancement | | | given to financial metrics. | | | ordinarily vest after three years. | levels of performance, which | | of shareholder value. | Dividend equivalents may be paid | results in 20 per cent of the | The payment of any bonus is at | | --- | --- | --- | | on vested shares in respect of | maximum payout. | the absolute discretion of the | | dividends arising over the period | | Committee and the Committee may | Current maximum potential between the grant date and the exercise its discretion to override the for each Executive Director vesting date. formulaic outcome. is set out in the Annual Both the cash and deferred share Remuneration Report. elements of the annual bonus are subject to clawback and malus provisions. Long-Term Incentive | To incentivise executives to | Discretionary awards of conditional | Maximum plan limit for awards | Award levels and performance | | --- | --- | --- | --- | | achieve the Company’s long-term | shares or nil-cost options may | is 200 per cent of base salary in | conditions are reviewed before | | strategy and enhance sustainable | be granted to Executive Directors | respect of any financial year. | each award cycle to ensure they | | shareholder value. | annually, calculated as a | | remain appropriate. | No more than 25 per cent of percentage of base salary. the relevant part of the award Awards are currently subject to Awards will ordinarily vest, subject will vest for achieving threshold challenging Earnings Per Share and to performance, on the third performance, increasing to full Total Shareholder Return targets. anniversary of grant and will be vesting for the achievement of However, different measures subject to an additional two-year maximum performance. may be applied for future award holding period post-vesting, during cycles as appropriate to reflect the Details of proposed award which time awarded shares may business strategy. levels are set out in the Annual not ordinarily be sold (other than to Remuneration Report. A full description of the performance settle tax liabilities incurred by the conditions applicable to Long-Term vesting of the award). Incentive awards is set out in the Dividend equivalents may be paid Annual Remuneration Report. on vested shares in respect of In respect of awards granted in 2019 dividends arising over the period and beyond, the Committee has the between the grant date and the discretion to override the formulaic vesting date (or, where an award is out-turn of the award if appropriate structured as a nil-cost option and to do so to take into account the subject to a holding period, to the underlying financial and operational expiry of the holding period or the performance of the Company date of exercise (if earlier)). and, in exceptional circumstances, Malus and clawback provisions will individual performance. apply to all awards made under the Spirent Long-Term Incentive Plan. 113Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Report on Directors’ remuneration continued Notes to the Policy table Performance conditions applicable to the Annual Incentive The Annual Incentive is designed to drive and reward excellent short-term financial and operational performance. The Committee reviews the Annual Incentive plan measures each year in order to ensure that they are aligned with the Group’s strategy. The Committee may alter the choice and weighting of the metrics for future Annual Incentive cycles to reflect the changing needs of the business. The Committee also retains the discretion to retrospectively amend the measures, weightings, targets and/or method of assessment for the in-year Annual Incentive to take into account changes in the business strategy, significant acquisitions or disposals, changes in accounting treatment or other exceptional events to ensure that the scheme is able to fulfil its original purpose. The payment of any Annual Incentive is at the sole discretion of the Committee. Annual Incentives are currently based on: • adjusted operating profit – a key driver of shareholder return and a key measure of business success; • revenue – reflecting Spirent’s strategic priority of delivering top-line growth; and • other strategic and operational priorities – these account for a minority of the Annual Incentive and ensure a rounded assessment of performance. Performance conditions applicable to awards under the Spirent Long-Term Incentive Plan (LTIP) Long-Term Incentive awards will be granted in accordance with the rules of the LTIP and the discretions contained therein. The Committee reviews the appropriateness of performance parameters for each award under the LTIP and sets stretching performance conditions in light of the Company’s current and expected performance over the performance cycle. The performance conditions for awards to Executive Directors are (ordinarily) measured over a period of three years and are set using a sliding scale of targets and no more than 25 per cent of the award (under each measure) will vest for achieving the threshold performance hurdle. The choice of measures may change for future award cycles, but is currently based on: • Absolute Total Shareholder Return – generates a strong alignment of interest between executives and shareholders; and • Adjusted Earnings per Share – this provides an assessment of the profitability of the revenues delivered and aligns with the interests of shareholders. Challenging targets for earnings per share are set based on internal and external forecasts. The Committee would consult with shareholders in advance of a significant change in the choice or weighting of the performance measures to be applied to future award cycles. Under the rules of the LTIP, the Committee has the discretion to amend or substitute the performance conditions for in-flight awards in exceptional circumstances, providing the new targets are no less challenging than originally envisaged. Malus and clawback The rules of the LTIP and the Company’s Annual Incentive (including any element deferred into shares) include provisions for malus and clawback to apply if the Committee concludes that: • the relevant individual has committed misconduct; • there has been a restatement of any member of the Group’s financial results, due to inaccurate or misleading data; • the extent to which an award was granted or has vested was based on inaccuracy or error; • the Group (or a business unit within the Group) suffered a material financial loss as a result of circumstances that could reasonably have been risk managed; • the Company has suffered an instance of corporate failure resulting in the appointment of a liquidator or administrator; • a material failure of risk management and/or regulatory non-compliance resulting in damage to the Company’s business or reputation; or • any other circumstances that the Board considers to have a similar nature or effect. Clawback may be applied for up to two years following cash payment of an Annual Incentive and vesting under the LTIP, and malus up to three years following the granting of awards under the Company’s deferred bonus arrangements. Shareholding guidelines The Executive Directors are required to build and maintain a shareholding in the Company equivalent to 200 per cent of salary and are expected to retain shares vesting under the deferred annual bonus and LTIP (net of tax) until such time as the guideline shareholding has been achieved. New Executive Directors are required to maintain a post-cessation share ownership requirement to hold the lower of the respective in-role shareholding guideline and the actual shareholding immediately prior to departure for a period of two years. The Company’s policy in respect of vested and unvested share awards post-cessation of employment is set out below in the section on Exit Payment Policy. 114 Spirent Communications plc Annual Report 2021 Discretions retained by the Committee in operating the LTIP and other variable pay schemes The Committee operates the Group’s various incentive plans according to their respective rules and (where applicable) in accordance with relevant legislation and HMRC guidance. In order to ensure efficient administration of these plans, certain operational discretions are reserved to the Committee. These include: • determining who may participate in the plans; • determining the timing of grants of awards and/or payments under the plans; • determining the quantum of any awards and/or payments (within the limits set out in the Policy table above); • in exceptional circumstances, determining that a share-based award (or any dividend equivalent) shall be settled (in full or in part) in cash; • determining the performance measures and targets applicable to an award (in accordance with the statements made in the CORPORATE GOVERNANCE Policy table above); • where a participant ceases to be employed by the Company, determining whether “good leaver” status shall apply; • determining the extent of vesting of an award based on assessment of the performance conditions, including discretion as to the basis on which performance is to be measured if an award vests in advance of normal timetable (on cessation of employment as a “good leaver” or on the occurrence of corporate events); • whether, and to what extent, pro-ration shall apply in the event of cessation of employment as a “good leaver” or on the occurrence of corporate events; • whether malus and/or clawback shall be applied to any award and, if so, the extent to which they shall apply; and • making appropriate adjustments to awards on account of certain events, such as major changes in the Company’s capital structure. Approach to recruitment remuneration In the event that the Company recruits a new Executive Director (either from within the organisation or externally), when determining the appropriate remuneration arrangements, the Committee will take into consideration all relevant factors, (including but not limited to quantum, the type of remuneration being offered and the jurisdiction which the candidate was recruited from) to ensure that arrangements are in the best interests of both shareholders and the Company without paying more than is necessary to recruit an executive of the required calibre. Element Recruitment Policy Base salary The Committee will take into consideration a number of factors, including internal relativities, external market forces, skills and current level of pay. Salary may (but need not necessarily) be set below the normal market rate, with a series of planned increases implemented over the following few years to bring it to the desired positioning, subject to individual performance. Benefits Benefits provision would be in line with normal Policy. The Committee may agree that the Company will meet appropriate relocation costs. Retirement benefits In line with normal Policy. Annual Incentive Eligible to take part in the Annual Incentive, with a maximum bonus of up to 150 per cent of salary in line with Policy. Depending on the timing of the appointment, the Committee may deem it appropriate to set Annual Incentive performance metrics that are different from those that apply to the current Executive Directors for the first performance year in which the appointment falls. Long-Term Incentive A normal award of up to 200 per cent of salary, in line with Policy. Buyout awards In exceptional circumstances, the Committee may offer additional cash or share incentive awards (using Listing Rule 9.4.2, if necessary) to compensate an individual for remuneration forfeited on leaving a previous employer. The awards would not exceed what is felt to be a fair estimate of the remuneration forfeited and would reflect (as far as possible) the nature and time horizons attached to that remuneration and the impact of any performance conditions. The Company would aim to replace any forfeited cash awards with shares wherever possible. Shareholders will be informed of any such payments at the time of appointment. For an internal appointment, any remuneration terms awarded in respect of the previous role may either continue on its original terms or be adjusted to reflect the new appointment. When recruiting Non-executive Directors, the remuneration arrangements offered would normally be in line with those paid to existing Non-executive Directors, details of which are set out in the Annual Remuneration Report. 115Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ## Report on Directors’ remuneration continued Service contracts Executive Directors In normal circumstances, it is the Company’s Policy that service contracts for Executive Directors have no fixed term and are capable of termination on no more than 12 months’ notice from either the Company or the Executive Director. It is intended that this Policy would also apply to new appointments of Executive Directors. Eric Updyke currently has a service agreement with Spirent Communications, Inc, and, being a US resident, his contract is in line with US employment practice and is governed by the laws of the state of New Jersey. Mr Updyke’s service agreement, dated 1 April 2019, may be terminated on 12 months’ notice from the Company and six months’ notice from Mr Updyke. Paula Bell currently has a service agreement with Spirent Communications plc, and, being a UK resident, her contract is in line with UK employment practice and is governed by the laws of England and Wales. Ms Bell’s service agreement, dated 12 April 2016, may be terminated on 12 months’ notice from the Company and six months’ notice from Ms Bell. The Company recognises that its Executive Directors may, from time to time, be invited to become non-executive directors of other companies and that such appointments can broaden their knowledge and experience, to the benefit of the Company. Details of any such appointments are set out in the Annual Remuneration Report. The service agreements of Executive Directors are available for inspection at the Company’s registered office on request and will be available for inspection at all General Meetings of the Company. Exit Payment Policy The Committee is committed to ensuring that it does not pay more than is necessary when Executive Directors leave Spirent and its Policy on exit payments is and will continue to be in line with market practice in the country in which the Executive Director resides. The current Exit Payment Policy is: • service contracts contain provisions for the removal of the Executive Director without compensation for not performing their duties to the standard required by the Board or material misconduct; • payment in lieu of notice may be paid under service contracts if the relevant notice period is not given to the Executive Director or if, having received notice from the Executive Director, the employer does not wish him/her to serve it. Any payment in lieu of notice shall ordinarily be paid in monthly instalments, in respect of annual base salary and pension contributions only; • unless provided for in the service contract, the Company would seek to apply practical mitigation measures to any payment of compensation on termination, for example by reducing payments to reflect payments received in respect of alternative employment, taking into account all relevant circumstances; • service contracts do not contain provision for additional compensation on termination following a change of control (as detailed in the Change of Control provisions set out in the Directors’ Report); • service contracts do not contain provision for liquidated damages of any kind; and • service contracts contain appropriate provisions to protect the legitimate interests of the Company with respect to preventing any terminated Executive Director from working in a business which competes against the Company. Element Termination policy Salary, benefits Payment will be made up to the termination date in line with relevant contractual notice periods and will and pension not exceed contractual entitlements. Annual Incentive Unless otherwise provided in the service contract to be consistent with market practice in the country in which the Executive Director resides, Executive Directors are not entitled to accrued cash incentives payable following termination unless the individual is determined by the Committee to be a good leaver (defined as an individual leaving employment due to redundancy, ill health, injury or disability, retirement, death, the individual’s employing company ceasing to be under the control of the Group, or a transfer of the undertaking in which the individual works (“Good Leaver”)). Deferred Share Awards will ordinarily continue to vest on the normal vesting date, unless the Committee determines that Bonus Plan early vesting should apply. The Committee reserves the discretion to scale the awards down (including to nil) in the event of misconduct by the individual or to reflect individual performance. 116 Spirent Communications plc Annual Report 2021 Element Termination policy Spirent Long-Term Unvested awards will generally lapse at the time of exit. Incentive Plan 2016 For individuals determined by the Committee to be a Good Leaver (see below), the Committee will ordinarily assess the performance conditions at the end of the applicable vesting period and unvested awards will ordinarily vest on the normal timetable. Exceptionally, and always in the case of death, the Committee may assess performance conditions at the point of cessation by testing the performance conditions up to (or as close as reasonably practicable to) the date of cessation. Awards will then vest following such early assessment of performance. Except in the case of death, any shares which vest following the assessment of the performance conditions would normally be pro-rated to reflect the proportion of the vesting period actually served by the individual. CORPORATE GOVERNANCE For the purposes of the LTIP, a Good Leaver is any individual who leaves due to death, ill health, injury, disability, agreed retirement, redundancy, a transfer of the business for which the individual works out of the Group or for any other reason at the Committee’s discretion (except where the individual is summarily dismissed). Any post-vesting holding period would normally continue to apply to a leaver’s vested and unvested awards. Legacy Unvested awards generally lapse at the time of exit. For individuals determined by the Committee to be arrangements: a Good Leaver, performance conditions are assessed by the Committee at the point of exit by testing Employee Incentive the performance conditions up to the date of exit for TSR performance and to the end of the most recent Plan (EIP) financial period for EPS performance. Vesting is then pro-rated for the proportion of the performance period actually served and the individual has 12 months following the date of termination of employment in which to exercise them. For all leavers, the Committee may also determine to make a payment in reimbursement of a reasonable level of outplacement and legal fees in connection with a settlement agreement. The Company may pay any statutory entitlements, to which an Executive Director is entitled, or settle or compromise any claims made in connection with the termination of employment or appointment of an Executive Director where the Committee considers such claims to have a reasonable prospect of success and that it is in the best interests of the Company to do so. Where appropriate, private health cover may continue for a suitable period post-cessation of employment. The Committee has now introduced a formal Policy in respect of post-cessation shareholdings for new executive directors. Following the approval of this Policy and in respect of the incentive awards granted to newly appointed executive directors thereafter, the following will ordinarily apply: • unvested shares under the Deferred Bonus Plan will continue to vest on the normal vesting date (i.e. up to four years post-cessation); • unvested shares under the LTIP will, subject to the participant being a Good Leaver, continue to vest on the normal vesting date and be subject to a post-vesting holding period; • be subject to a post-vesting holding period; • vested shares under the LTIP will remain subject to the holding period; and • other beneficially owned shares may be sold as long as the individual continues to maintain a shareholding at least equal to the minimum shareholding guidelines which applied during their employment. Current Executive Directors will also be subject to this Policy, with the exception of its application to other beneficially owned shares, over which there will be no sale restrictions. The above will ensure that the Executive Directors continue to have an interest in the Company after having left employment, promoting a culture of sustainable long-term performance. Furthermore, additional safeguards are in place through the malus and clawback provisions which can continue to be invoked irrespective of employment status. In the event of change in control of the Company, in accordance with rules of the respective plans, any outstanding share awards will ordinarily vest on the date of such an event. For awards under the LTIP, vesting will be subject to an assessment of achievement against the applicable performance conditions and, unless the Board determines otherwise, a reduction to reflect the curtailed vesting period. 117Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE # Report on Directors' remuneration continued Service contracts continued Non-executive Directors All Non-executive Directors have a letter of appointment with the Company for a period of not more than three years, subject to the Company's Articles of Association. However, since 2011 and in accordance with the Code, all Directors who are not stepping down from the Board will stand for re-election at each AGM. The letters of appointment of Non-executive Directors are available for inspection on request and will be available for inspection at all General Meetings of the Company. An example of a letter of appointment for a Non-executive Director is available on the Company's website at corporate.spirent.com. Details of the remuneration for Non-executive Directors are set out in the Annual report on remuneration. Consideration of employee remuneration arrangements elsewhere in the Group When setting the Policy for Directors' remuneration, the Committee has regard to the pay and employment conditions elsewhere within the Group, particularly in the jurisdictions in which the Executive Directors are based. The Committee is kept informed on a regular basis of salary increases for the general employee population and takes these into account when determining salary increases for Executive Directors and the executive management team. Where relevant, the Committee seeks to align the Remuneration Policy for Executive Directors with that for other senior managers. Selected employees are able to share in the success of the Group through participation in the Management Incentive Plan. Executive Directors, other members of the executive management team and key employees are also eligible for participation in the Long-Term Incentive Plan. The Committee is aware of the 2018 UK Corporate Governance Code and its requirements for increasing engagement with stakeholders including employees and details of the workforce engagement programme can be found in the Stakeholder Engagement section of this Annual Report. Consideration of the views of shareholders in setting Remuneration Policy The Committee is mindful of the views of shareholders in determining appropriate levels of remuneration and in ensuring that shareholder and Director interests are aligned. The Committee is committed to an ongoing dialogue with shareholders and seeks shareholder views when any significant changes are proposed to remuneration arrangements. Over the past few years, the Committee consulted with major shareholders and shareholder representatives as follows: - January 2016: consultation related to the introduction of the new LTIP; - December 2017: consultation related to the Committee's approach to base salary, cash incentives and LTIP awards in 2018; - December 2018: consultation regarding the revised Remuneration Policy for which the Committee sought shareholder approval at the 2019 Annual General Meeting; and - December 2020: consultation regarding the revised Remuneration Policy for which the Committee sought shareholder approval at the 2021 Annual General Meeting. Legacy matters For the avoidance of doubt, in approving this Remuneration Policy, authority is given to the Company to make payments and honour any commitments entered into with current or former Directors (such as the payment of pension or the unwinding of legacy share schemes) where the terms were agreed either prior to 24 April 2014 (the effective date of the first Directors' Remuneration Policy) or at a time when a previous Remuneration Policy was in force, or 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. Details of any payments will be set out in the Annual Remuneration Report as they arise. Dilution The Committee is strongly committed to continuing to manage shareholder dilution in a responsible manner. Details of the Company's dilution are set out in the Annual Remuneration Report. 118 Spirent Communications plc Annual Report 2021 # Directors' report The Directors' Report for the year ended 31 December 2021 comprises pages 119 to 122 of this Annual Report, together with the sections of the Annual Report incorporated by reference. The Corporate Governance Report set out on pages 66 to 123 is incorporated by reference into this Directors' Report and, accordingly, should be read as part of this Directors' Report. As permitted by legislation, some of the matters required to be included in the Directors' Report have instead been included in the Strategic Report on pages 1 to 65, as the Board considers them to be of strategic importance. Specifically, these are: - the Strategic Report on pages 1 to 65, which provides detailed information relating to the Group, its business model and strategy, operation of its businesses, future developments and the results and financial position for the year ended 31 December 2021; - future business developments (throughout the Strategic Report); - details of the Group's policy on addressing the principal risks and uncertainties facing the Group, which are set out in the Strategic Report on pages 59 to 64; - information on the Group's greenhouse gas (GHG) emissions for the year ended 31 December 2021, along with our report on Task Force on Climate-related Financial Disclosures (TCFD) on pages 34 to 41; - how we have engaged with our workforce and stakeholders on pages 28 to 31; - business relationships (throughout the Strategic Report); and - the Section 172 statement on pages 28 to 31. The Strategic Report and the Directors' Report together form the Management Report for the purposes of the Disclosure Guidance and Transparency Rules (DTR) 4.1.8R. ## Disclosures required under Listing Rule 9.8.4R The information required to be disclosed in accordance with Listing Rule 9.8.4R of the Financial Conduct Authority's Listing Rules can be located in the following pages of this Annual Report: | Listing Rule | Detail | Page reference | | --- | --- | --- | | 9.8.4R (1-3) (5-14)(A)(B) | Not applicable | n/a | | 9.8.4R (4) | Long-Term Incentive Plans | 90 to 118 | ## Research and development The Company has chosen, in accordance with the Companies Act 2006 Section 414C(II), to include the disclosure of research and development in the Strategic Report on pages 1 to 65. ## Results and dividends An interim dividend of 2.39 cents was paid on 17 September 2021. The Directors recommend a final dividend of 4.37 cents per Ordinary Share to be paid on 17 May 2022 to shareholders on the Register of Members at close of business on 18 March 2022. This would bring the total dividend for the year ended 31 December 2021 to 6.76 cents per Ordinary Share (2020 13.54 cents). This payment of the final dividend is subject to shareholder approval at the 2022 Annual General Meeting. ## Directors Biographies of the Directors currently serving on the Board are set out on pages 68 to 69. As set out in the Notice of Meeting, all Directors will retire at the 2022 AGM and submit themselves for election or re-election by shareholders. All Directors have been subject to a formal and rigorous performance evaluation during the period under review, further details of which can be found on pages 76 and 77. The powers of Directors are described in the Company's Articles of Association, which can be found on the Company's website at corporate.spirent.com. Details of Executive Directors' service contracts and Non-executive Directors' letters of appointment are set out in the Report on Directors' remuneration on page 100. The interests of the Directors in the shares of the Company are also shown on page 101 of that report. The Board has a documented process in place in response to conflicts, details of which are set out on page 76. ## Insurance and indemnities In accordance with its Articles of Association, the Company has granted a qualifying third party indemnity, to the extent permitted by law, to each Director. The Company also maintains Directors' and officers' liability insurance. These provisions are qualifying third party indemnity provisions as defined in Section 234 of the Companies Act 2006. Neither the Company's indemnity nor the insurance provides cover in the event that a Director is proven to have acted dishonestly or fraudulently. CORPORATE GOVERNANCE Spirent Communications plc Annual Report 2021 119 CORPORATE GOVERNANCE ## Directors’ report continued Stakeholder engagement Information on how the Directors have had regard to the need to foster the Company’s business relationships with suppliers, customers and other stakeholders, and the effect of that regard, is contained in the Stakeholder engagement section on pages 28 to 31. Employees The average number of employees within the Group is shown in note 8 to the Group’s consolidated financial statements. At Spirent, we know that having a diverse and inclusive workforce is essential if we are going to deliver on our mission to be the global leader and trusted partner for innovative technology test and assurance solutions. We know how critical diverse and inclusive teams are to fuel our innovation and genuinely connect with the communities in which we live and work. We embrace a culture where difference is valued and openness, mutual respect, collaboration and fairness are fundamental. Spirent does not tolerate discrimination or offensive behaviour of any kind. We are committed to creating workplaces that genuinely reflect the diversity of the world we serve and provide an environment where everyone feels empowered to bring their full, authentic self to work. We strive to enable: • workforce representation that reflects the talent market; • equitable reward and advancement; and • a culture of trust, fairness and respect. We all need to do more and are committed to doing so. We have completed a detailed review of our diversity and inclusion practices to inform and set clear priorities and objectives. You will find more information on the actions we are taking in our Sustainability Report 2021, available at corporate.spirent.com. Change of control provisions The Company does not have agreements with any Director or employee that would provide compensation for loss of office or employment resulting from a takeover except that provisions of the Company’s share incentive plans may cause outstanding unvested options and awards granted to employees under such plans to vest on a takeover as follows: Effect on vesting provisions Share incentive plan Change of control in the rules Performance condition 1 2005 Employee Incentive Plan Yes n/a n/a Spirent Long-Term Incentive Plan Yes Pro-rated Still applies Spirent Deferred Bonus Plan Yes Full vesting n/a Note 1. All outstanding awards granted under the 2005 Employee Incentive Plan have now completed their performance condition performance periods and have either lapsed or have fully or partially vested. The Company is not aware of any significant agreements to which it is party that take effect, alter or terminate upon a change of control of the Company following a takeover. Share capital The Company has a single class of share which is divided into Ordinary Shares of 3 & 1/3 pence each. Each Ordinary Share carries one vote and all of the Ordinary Shares rank pari passu. There are no special control rights relating to any of the Ordinary Shares. At the date of this Report, 611.7 million Ordinary Shares of 3 & 1/3 pence each had been issued which are fully paid up and are listed on the London Stock Exchange. The Company also operates a Level 1 American Depositary Receipt (ADR) programme with each ADR representing four Ordinary Shares. The ADRs trade on the US over-the-counter market and BNY Mellon is the authorised depositary bank for the programme. Further details on share capital are set out in note 29 to the consolidated financial statements and note 17 to the parent Company financial statements. The rights, including those relating to voting, obligations and any restrictions on transfer relating to the Company’s Ordinary Shares, as well as the powers of the Company’s Directors, are set out in the Company’s Articles of Association, a copy of which can be found on our website at corporate.spirent.com or can be obtained from Companies House or by writing to the Company Secretary. The Company’s Articles of Association may only be amended by a special resolution at a general meeting of shareholders. The most recent changes to the Articles of Association were approved at the 2021 AGM and became effective at the close of that meeting on 28 April 2021. The Company has established two employee benefit trusts in connection with the operation of the Company’s share incentive plans: the Spirent Employee Share Ownership Trust (ESOT) and the Spirent Sharesave Trust (SST). The trustees of both trusts have waived their right to receive dividends on any Ordinary Shares held by them except for a nominal amount of 1 pence other than for those Ordinary Shares held in the ESOT which are the beneficial property of an employee/shareholder. For further details on the employee benefit trusts see “Investment in own Ordinary Shares” in note 29 to the consolidated financial statements and note 17 to the parent Company financial statements. The Trustees of both trusts do not vote their Ordinary Shares, except for those Ordinary Shares held in the ESOT that are the beneficial property of an employee/shareholder, which the trustees will vote in accordance with the instructions received from the beneficial owner. 120 Spirent Communications plc Annual Report 2021 CORPORATE GOVERNANCE ### Restrictions on share transfers There are no restrictions on the transfer of Ordinary Shares in the capital of the Company other than certain restrictions which may from time to time be imposed by law, for example insider trading law or as required under the Company's Remuneration Policy for Executive Directors. In accordance with the Market Abuse Regulation, certain employees are required to seek the approval of the Company prior to dealing in its securities. The Company is not aware of any agreements between shareholders that may result in restrictions on the transfer of securities or on voting rights. The Company is also not aware of any contract of significance between itself or any subsidiary undertaking and a controlling shareholder. ### Powers for issue of new shares During the year to 31 December 2021 and to the date of this Report, no new Ordinary Shares have been allotted as a result of the exercise of options and rights pursuant to the Company's share incentive plans. At each AGM the Directors seek authority to allot shares for cash and to disapply pre-emption rights within prescribed limits. At the 2022 AGM authority will be sought to allot new Ordinary Shares up to a nominal value of £6,797,132, which is equal to approximately 33.3 per cent of the Company's issued share capital as at 10 March 2022. ### Return of capital The Company was first authorised to repurchase up to 14.99 per cent of its own issued Ordinary Shares, within certain limits and as permitted by the Company's Articles of Association, at the 2006 AGM. This authority has been renewed at each subsequent AGM, reducing to 9.99 per cent at the 2010 AGM and subsequent AGMs. The authority from the 2021 AGM remains valid until the earlier of the 2022 AGM or 30 June 2022. Since the Company began returning capital to shareholders in May 2006, a total of £270.2 million has been returned through the repurchase of 397.6 million Ordinary Shares. No shares were repurchased during 2021 or to the date of this Report. The Company will seek authority to repurchase up to 9.99 per cent of its own Ordinary Shares at the 2022 AGM to facilitate any further return of capital, if the Board concludes that it is in the best interests of shareholders to do so. ### Substantial shareholdings In accordance with Listing Rule 9.8.6(2), the Company has been notified of the following significant interests in its Ordinary Shares pursuant to Disclosure Guidance and Transparency Rule 5. | | Total holding | Per cent of Company's total voting rights | | --- | --- | --- | | Ameriprise Financial, Inc | 85,445,497 | 13.97 | | Aviva plc | 61,432,516 | 10.04 | | BlackRock, Inc | 34,351,674 | 5.62 | | Standard Life Investments Ltd | 32,370,026 | 5.29 | | AXA Investment Managers SA | 30,515,747 | 4.99 | | Brandes Investment Partners LP | 30,537,440 | 4.99 | | Franklin Templeton Fund Management Limited | 30,507,422 | 4.99 | | Prudential plc | 30,472,411 | 4.98 | | Aberforth Partners | 30,368,910 | 4.96 | | Neptune Investment Management Limited | 29,775,214 | 4.87 | | Artemis Investment Management Limited | 29,195,146 | 4.77 | | Schroders plc | 26,986,598 | 4.41 | | PrimeStone Capital LLP | 26,434,581 | 4.32 | | Teleios Capital Partners LLC | 26,639,977 | 4.03 | | Sun Life Assurance Company of Canada (UK) Limited | 23,382,347 | 3.82 | | Kames Capital | 18,507,514 | 3.03 | At 10 March 2022, the Company has been notified of the following holdings of voting rights in the Ordinary Share capital of the Company: Aviva plc 61,329,730 shares (10.02 per cent). The percentage of voting rights details above were calculated at the time of the relevant disclosures being made in accordance with Rule 5 of the Disclosure Guidance & Transparency Rules. Spirent Communications plc Annual Report 2021 121 CORPORATE GOVERNANCE # Directors' report continued Political donations In accordance with the Group's Business Ethics Policy, no political donations were made during the year (2020 nil). Going concern After making appropriate enquiries and taking into account the matters set out in the Principal risks and uncertainties section on pages 59 to 64 of this Annual Report, the Directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. For this reason, they continue to adopt the going concern basis when preparing the financial statements. Viability Statement In accordance with provision 31 of the 2018 UK Corporate Governance Code, the Directors have assessed the viability of the Group and concluded whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of assessment. The Board has concluded that the most appropriate period for this assessment should be three years, which is consistent with the period used in other forward-looking areas of the financial statements. This period was selected for the following reasons: - the Group's strategic planning cycle covers a three-year period; - the Board reviews a three-year financial corporate plan; - it reflects the period over which the principal risks would be realised; and - when considering a major investment in product development, three years is considered by the Board to be a reasonable time horizon in which the product should achieve meaningful sales. The Board's assessment has been made with reference to the Group's current financial position and prospects, the budget for 2022, the Group's long-term strategy, the Board's risk appetite and the Group's principal risks and uncertainties as set out on pages 59 to 64 of this Annual Report. The plans and cash flow projections used as the basis for the assessment were the three-year strategic plan. They were drawn up on the basis that the Group ends 2021 with a cash balance of $174.8 million and maintains a cash balance sufficient to fund normal operations, and that there will be no material changes to the business structure throughout the review period. The Board has reviewed plausible and severe stress tests based on the occurrence of a combination of the principal risks to which the Group is exposed, considering the potential impact of these risks on the business model, future performance, solvency and liquidity over the period. The analysis also included a reverse stress test scenario to illustrate the revenue reduction in the 12 months following approval of the financial statements that would lead to the Group ceasing to be a going concern. Further detail on the scenarios modelled and the principal risks considered is disclosed on page 60. In each of the scenarios the Group was able to continue operating and generating free cash flow. The reverse stress test required such an extreme reduction in revenue that the likelihood of occurrence is considered to be remote and therefore does not represent a realistic threat to the viability of the Group. In reaching this conclusion the Directors considered the 2022 budget, the strong performance of the Group throughout the COVID-19 global pandemic, the magnitude of the revenue reduction and the ability of the Group to take realistic and successful mitigating actions, which are not factored into the reverse stress test scenario. Based on this assessment and the expected successful impact of mitigating actions, the Directors have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period. Disclosure of information to auditor Each of the Directors of the Company at the date of this Report confirms that: - so far as the Director is aware, there is no information needed by the Company's auditor in connection with preparing its report of which the Company's auditor is unaware; and - he/she has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself aware of any information needed by the Company's auditor in connection with preparing its report and to establish that the Company's auditor is aware of that information. Independent External Auditor As described in more detail on page 89 of the Audit Committee report, an audit tender process was completed during 2020, and at the 2021 AGM, the Board gained approval from shareholders to appoint Deloitte as auditor in April 2021. Having carried out a review of its effectiveness following the Half-Year review, the Audit Committee has recommended to the Board the re-appointment of Deloitte LLP. The re-appointment and a resolution to that effect will be on the agenda at the 2022 AGM. Deloitte LLP has indicated its willingness to continue as auditor. The Audit Committee will also be responsible for determining the audit fee on behalf of the Board. Annual General Meeting The Company's 2022 Annual General Meeting (2022 AGM) will be held at 11.00am on Friday 6 May 2022 at the offices of FTI Consulting at 200 Aldersgate, Aldersgate Street, London EC1A 4HD. By Order of the Board Angus Iveson Company Secretary 10 March 2022 Spirent Communications plc Company number 470893 122 Spirent Communications plc Annual Report 2021 ## Directors’ responsibilities statement The Directors are responsible for preparing the Annual Report, • provide additional disclosures when compliance with the the Report on Directors’ remuneration, the consolidated specific requirements in IFRSs and in respect of the parent financial statements of the Group and the financial statements Company financial statements, FRS 101, is insufficient to enable of the parent Company in accordance with applicable United users to understand the impact of particular transactions, Kingdom law and regulations. other events and conditions on the Group and parent Company financial position and financial performance. Company law requires the Directors to prepare financial statements for each financial year. Under that law they have The Directors confirm that they have complied with the above elected to prepare the consolidated financial statements of the requirements in preparing the financial statements. Group in accordance with international accounting standards The Directors are responsible for keeping adequate in conformity with the requirements of the Companies Act accounting records that are sufficient to show and explain 2006 and have elected to prepare the parent Company the Company’s and Group’s transactions and disclose with financial statements in accordance with UK Generally Accepted reasonable accuracy at any time the financial position of the CORPORATE GOVERNANCE Accounting Principles (including FRS 101) and applicable law. Group and the parent Company and enable them to ensure The consolidated financial statements of the Group are that parent Company and the Group financial statements required by law and International Financial Reporting comply with the Companies Act 2006. They have general Standards (IFRS) to present fairly for each financial period responsibility for taking such steps as are reasonably open to the financial position and performance of the Group; the them to safeguard the assets of the Group and to prevent and Companies Act 2006 provides, in relation to such financial detect fraud and other irregularities. statements, that references in the relevant part of that Act to Under applicable law and regulations, the Directors are also financial statements giving a true and fair view are references responsible for preparing a strategic report, a Directors’ report, to their achieving a fair presentation. a Directors’ remuneration report and a statement on corporate The parent Company financial statements are required by law governance that comply with the law and those regulations. to give a true and fair view of the state of affairs and of the They are also responsible for the maintenance and integrity profit or loss of the parent Company. of the corporate and financial information included on the Company’s website at corporate.spirent.com. Under the Financial Conduct Authority’s Disclosure Guidance and Transparency Rules, consolidated financial statements Legislation in the UK governing the preparation and are required to be prepared in accordance with UK adopted dissemination of financial statements may differ from International Financial Reporting Standards (IFRS). legislation in other jurisdictions. In preparing each of the consolidated financial statements The Directors consider that the Annual Report, taken as a of the Group and parent Company financial statements, the whole, is fair, balanced and understandable and provides the Directors are required to: information necessary for shareholders to assess the Company’s position, performance, business model and strategy. • select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Accounting Estimates and This Annual Report complies with the Disclosure Guidance Errors and apply them consistently; and Transparency Rules (DTR) of the Financial Conduct Authority in respect of the requirement to produce an annual • make judgements and estimates that are reasonable financial report. and prudent; The Annual Report and consolidated financial statements are • in respect of the consolidated financial statements of the the responsibility of, and have been approved by, the Directors. Group, state whether international accounting standards in conformity with the requirements of the Companies Act Each of the Directors confirms that, to the best of their knowledge: 2006 and UK adopted IFRSs have been followed, subject • the consolidated financial statements of the Group and parent to any material departures disclosed and explained in the Company financial statements, prepared in accordance consolidated financial statements; with the applicable set of accounting standards, give a • in respect of the parent Company financial statements, true and fair view of the assets, liabilities, financial position state whether applicable UK Accounting Standards, and the profit or loss of the Company and the undertakings including FRS 101, have been followed, subject to any included in the consolidation taken as a whole; and material departures disclosed and explained in the • the Annual Report including the strategic report, includes parent Company financial statements; a fair review of the development and performance of • prepare the financial statements on a going concern basis the business and the position of the Company and the unless it is inappropriate to presume the Group and the undertakings included in the consolidation taken as a parent Company will continue in operational business for whole, together with a description of the principal risks and the foreseeable future; uncertainties that they face. • present information including accounting policies, in a By Order of the Board manner that provides relevant, reliable, comparable and understandable information; and Paula Bell Chief Financial & Operations Officer 10 March 2022 123Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS FINANCIAL STATEMENTS ## Independent auditor’s report to the members ## of Spirent Communications plc ### Report on the audit of the financial statements 1. Opinion In our opinion: • the financial statements of Spirent Communications plc (the ‘parent Company’) and its subsidiaries (the ‘Group’) give a true and fair view of the state of the Group’s and of the parent Company’s affairs as at 31 December 2021 and of the Group’s profit for the year then ended; • the Group financial statements have been properly prepared in accordance with United Kingdom Adopted International Accounting Standards; • the parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 101 “Reduced Disclosure Framework”; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements which comprise: • the consolidated income statement; • the consolidated statement of comprehensive income; • the consolidated and parent company balance sheets; • the consolidated and parent company statements of changes in equity; • the consolidated cash flow statement; and • the related notes 1 to 34 and 1 to 17. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and United Kingdom adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the parent Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice). 2. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council’s (the ‘FRC’s’) Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We confirm that we have not provided any non-audit services prohibited by the FRC’s Ethical Standard to the Group or the parent Company. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 124 Spirent Communications plc Annual Report 2021 3. Summary of our audit approach Key audit matters The key audit matter that we identified in the current year was: • Appropriateness of revenue recognition. Materiality The materiality that we used for the Group financial statements was $5.35 million which was determined on the basis of 5 per cent of forecast Group profit before tax. Scoping The following components were full scope: Spirent Communications plc, Spirent Communications Inc, Spirent Federal Systems Inc, Spirent Communications (Asia) Limited. In addition, the components not in full scope were subject to either analytical procedures (carried out by the Group audit team) or specified audit procedures (performed by either the Group audit team or component auditors). The components, which were either full or specified account balances scope in the current year, contribute 90 per cent of revenue, 89 per cent of profit before tax and 91 per cent of net assets. 4. Conclusions relating to going concern 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. Our evaluation of the Directors’ assessment of the Group’s and parent Company’s ability to continue to adopt the going concern basis of accounting included: • understanding management’s process in performing the going concern assessment; • considering the cash flow forecasts and the scenario analysis prepared by management and evaluating the Group’s ability to support itself without accessing external funding; FINANCIAL STATEMENTS • applying of sensitivities to cash flows including the potential impact of US/China trade relations or slower than expected growth in the 5G market; • performing inquiries of management regarding the assumptions used in the going concern models; • assessing the mathematical accuracy of the forecasts produced and the historical accuracy of management’s forecasts; • obtaining the latest set of management accounts for 2022 and comparing those to management’s forecast to identify any issues with current trading and cash flows; • reading analyst reports, industry data and other external financial information to determine if it provided corroborative or contradictory evidence in relation to management’s assumptions; and • evaluating the Group’s disclosures on going concern against the requirements of IAS 1. 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 parent Company’s ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue. In relation to the reporting on how the Group has 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. 125Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Independent auditor’s report to the members ## of Spirent Communications plc continued 5. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our 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) that we identified. These matters included 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 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. 5.1. Appropriateness of revenue recognition Appropriateness of Refer to page 86 (Audit Committee Report) and Notes 2 (Accounting Policies) and 3 (Operating Segments). revenue recognition The Group’s principal activity is the sale of hardware, software, support and services for the testing and assurance of networks. In general, the performance obligations align with the types of products sold with hardware and software recognised immediately, support recognised over the life of the support contract and services recognised over the period in which the sale is performed or on a milestone basis. The Group also experiences significant seasonality, predominantly due to the timing of the budgetary cycles of the Group’s principal customers and markets. Given the nature of the Group’s products and services there is judgment involved in the allocation of revenue between the different performance obligations which impacts the timing of revenue recognition and specifically there is a risk associated with cut-off given the significant seasonality, with sales peaking at each quarter end, most notably in December. The timing of revenue recognition can also be complicated by management’s use of distributors or intermediary selling agents in jurisdictions where they have no physical presence or are otherwise required to use an intermediary third party. This extends the cut-off risk due to the necessity of assessing whether the fulfilment of the Company’s performance obligations are determinant on delivery by the agent to the end customer. The transaction price in the contract is allocated across these performance obligations based on the standalone selling prices identified by management. This identification of standalone selling prices involves judgment, involves multiple inputs and calculations and has a direct impact on the timing and amount of revenue recognised. Where sales are only partially delivered, management judgement is required to be exercised in the application of IFRS 15 as to whether the delivered elements qualify for recognition prior to all contractual deliverables being shipped. We assessed revenue recognition as a potential risk of fraud as revenue is one of the key performance indicators for both external communications and management incentives. 126 Spirent Communications plc Annual Report 2021 5. Key audit matters continued 5.1. Appropriateness of revenue recognition continued How the scope of our Testing of relevant controls audit responded to We obtained a detailed understanding of management’s revenue recognition process by performing the key audit matter walkthroughs. We obtained an understanding of relevant controls including those over key IT systems and tools used in the revenue recognition process and financial reporting. For significant components we have also performed testing of relevant revenue controls. Evaluating key judgements in the revenue recognition process Our audit procedures related to the determination of standalone selling prices and the allocation of transaction price included evaluating the appropriateness of the estimation methods and inputs used by management for standalone selling prices and testing the inputs by agreeing to underlying documents. In order to test the timing of revenue recognition, including for partial shipments, we performed testing of all material orders placed around the period end and a sample of the other orders to corroborate that the activity required for revenue recognition had occurred within the period under audit to the extent revenue had been recognised. This included: • obtaining shipping records for physical items and evaluating that the dates of shipment and receipt supported the Group’s revenue recognition; • reviewing customer acceptance correspondence for completed activities; • considering the nature of the items delivered on partially completed orders and assessing whether the FINANCIAL STATEMENTS performance obligations were sufficiently distinct to have independent value without the full order having been delivered; and • assessing contract terms where revenue is milestone based and assessing whether where a milestone has been achieved this was supportable based upon agreement with the customer. We performed additional procedures where management were selling through a distributor or sales channel partner to understand the nature of the agreement between the parties and evaluate management’s judgement that the revenue recognition timing was appropriate, based upon the transferring of risks and rewards to the customer. Key observations Based on the work performed we concluded that the revenue recognition is appropriate. 127Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Independent auditor’s report to the members ## of Spirent Communications plc continued 6. Our application of materiality 6.1. Materiality We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Group financial statements Parent Company financial statements Materiality $5.35 million $2.35 million Basis for determining 5 per cent of forecasted pre-tax profit 0.4 per cent of net assets materiality | Rationale for | Pre-tax profit is considered the most appropriate | The level of parent Company materiality | | --- | --- | --- | | the benchmark | benchmark as the principal indicator of the | was capped at 45 per cent of the Group | | applied | Group’s overall profitability. | performance materiality. | | | At year end we re-considered the materiality | The parent Company includes both the UK trading | | | based upon actual profit and confirmed that | entities of the Group and the head office. In practice | | | the determined level remained appropriate. | the value of the standalone to users of the financial | statements is in relation to the assets and equity of the business and as such net assets has been used as the principal benchmark. However, as the parent Company is also a trading entity it was also considered that this was an appropriate level relative to the revenue generation, assets and profitability of the entity. Group materiality $5.4m PBT $103.6m Component materiality range $1.7m to $2.4m PBT Audit Committee Group materiality reporting threshold $0.27m 6.2. Performance materiality We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed the materiality for the financial statements as a whole. Group financial statements Parent Company financial statements Performance 70 per cent of Group materiality 70 per cent of parent Company materiality materiality Basis and rationale In determining performance materiality, we considered the following factors: for determining a. the quality of the control environment; performance materiality b. the nature of this as a first year audit; and c. the relative stability of the Group in terms of management and key accounting personnel. 6.3. Error reporting threshold We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of $267,500, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements. 128 Spirent Communications plc Annual Report 2021 7. An overview of the scope of our audit 7.1. Identification and scoping of components We performed our scoping of the Group audit on the basis of our understanding of the Group and its environment, including Group-wide controls, and assessing the audit risks. This exercise has considered the relative size of each reporting unit’s contribution to revenue, profit before tax and adjusted profit before tax as well as other components we consider to be significant in relation to their potential risk. The Group has three major accounting hubs located in the UK, USA and Hong Kong where the local finance teams are responsible for the recording and reporting of the Group’s financial performance. The UK based finance team are responsible for the Europe, Middle East and Africa region and the Hong Kong team are responsible for the Asia Pacific region. The relative size of these geographies is set out in note 3 (Operating Segments). This resulted in full-scope audits being performed for the principal trading entities in the UK, Asia Pacific and the USA as well as for the Group’s Federal business also based in the USA. Additionally, our audit planning identified three components, located in the UK, USA and China where we consider there to be a reasonable possibility of material misstatement in specific balances within the financial statements. The relevant component teams have performed audit work over these specific balances. For all other components not included in full-scope, specified account balance scope or specified audit procedure scope, we performed centrally-directed analytical review procedures to confirm our conclusion that there was no significant risk of material misstatement of the aggregated financial information of components that are not significant. As each of the components maintains separate financial records, we have engaged component auditors from the Deloitte member firms in the USA and Hong Kong to perform procedures under our direction and supervision. FINANCIAL STATEMENTS | ȱǍ਽ǍੇǍǙ | ɃǍౠǍ͇ǍǙ | ɇǍൺǍ੽Ǚ | | --- | --- | --- | | Full audit scope 90% | Full audit scope 76% | Full audit scope 60% | | Specified account balances 0% | Specified account balances 9% | Specified account balances 32% | | Review at Group level 10% | Review at Group level 15% | Review at Group level 8% | 7.2. Our consideration of the control environment We obtained an understanding of general IT controls over IT systems that were key to the Group’s revenue recognition process in the period. These included principally the global instances of the Group’s ERP but also extended to certain tools the Company uses as complimentary to those systems. We also obtained understanding of controls over the supporting infrastructure of those systems including databases and operating systems. As this was a first year audit and given the Company is currently in the process of updating its control environment in readiness of changes in the UK regulations, we did not rely on controls. We performed detailed walkthroughs of all relevant processes and obtained an understanding of relevant controls over revenue and those that addressed a significant risk of material misstatement. Where possible we also performed testing of relevant controls over revenue. 7.3. Our consideration of climate-related risks In planning our audit, we have considered the potential impact of climate change on the Group’s business and its financial statements. The Group continues to develop its assessment of the potential impacts of environmental, social and governance (ESG) related risks, including climate change, as outlined on pages 34 to 41. As a part of our audit, we have obtained management’s climate-related risk assessment and held discussions with management to understand the process of identifying climate-related risks, the determination of mitigating actions and the impact on the Group’s financial statements. Management has identified there to be no material impact arising from climate change on the judgements and estimates made in the financial statements, as disclosed on page 37. 129Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Independent auditor’s report to the members ## of Spirent Communications plc continued 7. An overview of the scope of our audit continued 7.4 Working with other auditors In order to direct and supervise the component auditors we held regular formal video calls with all teams to ensure that we gained a common understanding of the entity. In addition to this we were able to benefit from the relaxation of restrictions in travel to the USA to visit our USA component team to perform our planning and interim file reviews. We also attended key client briefings on both regional and segment performance. Where site visits were not possible we reviewed audit files remotely. The Group engagement team performed all audit work in respect of the consolidation, share-based payments, goodwill impairment, UK defined benefit pension schemes and all audit work over the parent Company entity including the Group’s UK trading activities. In addition, the Group engagement team reviewed the performance of all components not identified as in full scope or specified account balance scope to ensure that there were no indications of additional risks of material misstatement within the residual balances. 8. Other information The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. 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 course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. 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 in this regard. 9. Responsibilities of Directors As explained more fully in the Directors’ Responsibilities Statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors 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 parent 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 parent Company or to cease operations, or have no realistic alternative but to do so. 10. Auditor’s 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 auditor’s 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. 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 auditor’s report. 130 Spirent Communications plc Annual Report 2021 11. Extent to which the audit was considered capable of detecting irregularities, including fraud 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. 11.1. Identifying and assessing potential risks related to irregularities In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: • the nature of the industry and sector, control environment and business performance including the design of the Group’s remuneration policies, key drivers for Directors’ remuneration, bonus levels and performance targets; • results of our enquiries of management, internal audit and the audit committee about their own identification and assessment of the risks of irregularities; • any matters we identified having obtained and reviewed the Group’s documentation of their policies and procedures relating to: – identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; – detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; – the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations; and • the matters discussed among the audit engagement team, including significant component audit teams, and relevant internal specialists, including tax, valuations, pensions and IT regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud FINANCIAL STATEMENTS and identified the greatest potential for fraud in the area of appropriateness of revenue recognition. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. We also obtained an understanding of the legal and regulatory framework that the Group operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included the Companies Act 2006, the relevant tax compliance regulations in the jurisdictions in which the Group operates Listing Rules and pensions legislation. In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the Group’s ability to operate or to avoid a material penalty. These included, in particular, considering the effect of the USA’s restrictions on trading with China and the necessity of licenses for various of the Group’s products. 11.2. Audit response to risks identified As a result of performing the above, we identified the appropriateness of revenue recognition as a key audit matter related to the potential risk of fraud. The key audit matters section of our report explains the matter in more detail and also describes the specific procedures we performed in response to that key audit matter. In addition to the above, our procedures to respond to risks identified included the following: • reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; • enquiring of management, the audit committee and in-house and external legal counsel concerning actual and potential litigation and claims; • performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; • reading minutes of meetings of those charged with governance, reviewing internal audit reports and reviewing correspondence with HMRC; and • in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists and significant component audit teams, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. 131Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS # Independent auditor's report to the members of Spirent Communications plc continued ## Report on other legal and regulatory requirements ### 12. Opinions on other matters prescribed by the Companies Act 2006 In our opinion the part of the Directors' Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. In our opinion, based on the work undertaken in the course of the audit: - the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and - the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and the parent Company and their environment obtained in the course of the audit, we have not identified any material misstatements in the Strategic Report or the Directors' Report. ### 13. Corporate Governance Statement The Listing Rules require us to review the Directors' statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Group's compliance with the provisions of the UK Corporate Governance Code specified for our review. 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 with regards to the appropriateness of adopting the going concern basis of accounting and any material uncertainties identified set out on page 122; - the Directors' explanation as to its assessment of the Group's prospects, the period this assessment covers and why the period is appropriate set out on page 122; - the Directors' statement on fair, balanced and understandable set out on page 84; - the Board's confirmation that it has carried out a robust assessment of the emerging and principal risks set out on page 87; - the section of the Annual Report that describes the review of effectiveness of risk management and internal control systems set out on page 87; and - the section describing the work of the Audit Committee set out on page 85. ### 14. Matters on which we are required to report by exception #### 14.1. Adequacy of explanations received and accounting records Under the Companies Act 2006 we are required to report to you if, in our opinion: - we have not received all the information and explanations we require for our audit; or - adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent Company financial statements are not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. #### 14.2. Directors' remuneration Under the Companies Act 2006 we are also required to report if in our opinion certain disclosures of Directors' remuneration have not been made or the parts of the Directors' Remuneration Report to be audited is not in agreement with the accounting records and returns. We have nothing to report in respect of these matters. 132 Spirent Communications plc Annual Report 2021 ## 15. Other matters which we are required to address ### 15.1. Auditor tenure Following the recommendation of the Audit Committee, we were appointed by the Company at the Annual General Meeting on 28 April 2021 to audit the financial statements for the year ending 31 December 2021 and subsequent financial periods. The period of total uninterrupted engagement including previous renewals and reappointments of the firm is one year, covering only year ending 31 December 2021. ### 15.2. Consistency of the audit report with the additional report to the Audit Committee Our audit opinion is consistent with the additional report to the Audit Committee we are required to provide in accordance with ISAs (UK). ## 16. Use of our report This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members as a body, for our audit work, for this report, or for the opinions we have formed. As required by the Financial Conduct Authority (FCA) Disclosure Guidance and Transparency Rule (DTR) 4.1.14R, these financial statements form part of the European Single Electronic Format (ESEF) prepared Annual Financial Report filed on the National Storage Mechanism of the UK FCA in accordance with the ESEF Regulatory Technical Standard (ESEF RTS). This auditor's report provides no assurance over whether the annual financial report has been prepared using the single electronic format specified in the ESEF RTS. **Robert Knight FCA** For and on behalf of Deloitte LLP Statutory Auditor London 10 March 2022 FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 133 FINANCIAL STATEMENTS # Consolidated income statement Year to 31 December 2021 | | Notes | Year ended 31 December 2021 | | | Year ended 31 December 2020 | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | Adjusted $ million | Adjusting items^{1} $ million | Reported $ million | Adjusted $ million | Adjusting items^{1} $ million | Reported $ million | | **Revenue** | 3 | **576.0** | – | **576.0** | 522.4 | – | 522.4 | | Cost of sales | | (151.3) | – | (151.3) | (139.0) | – | (139.0) | | **Gross profit** | | **424.7** | – | **424.7** | 383.4 | – | 383.4 | | Product development | 3 | (113.3) | – | (113.3) | (103.1) | – | (103.1) | | Selling and marketing | | (140.7) | – | (140.7) | (123.4) | – | (123.4) | | Administration | | (52.2) | (14.3) | (66.5) | (53.4) | (7.8) | (61.2) | | **Operating profit** | | **118.5** | **(14.3)** | **104.2** | 103.5 | (7.8) | 95.7 | | **Adjusting items:** | | | | | | | | | Acquired intangible asset amortisation | | – | (4.2) | (4.2) | – | (0.5) | (0.5) | | Share-based payment | 31 | – | (5.6) | (5.6) | – | (4.2) | (4.2) | | Other adjusting items | 5 | – | (4.5) | (4.5) | – | (3.1) | (3.1) | | Adjusting items | | – | (14.3) | (14.3) | – | (7.8) | (7.8) | | Finance income | 6 | 0.6 | – | 0.6 | 1.6 | – | 1.6 | | Finance costs | 7 | (1.2) | – | (1.2) | (1.5) | – | (1.5) | | **Profit before tax** | 4 | **117.9** | **(14.3)** | **103.6** | 103.6 | (7.8) | 95.8 | | Tax | 10 | (17.0) | 2.6 | (14.4) | (14.1) | 2.7 | (11.4) | | **Profit for the year attributable to owners of the parent Company** | | **100.9** | **(11.7)** | **89.2** | 89.5 | (5.1) | 84.4 | | **Earnings per share (cents)** | 11 | | | | | | | | Basic | | 16.59 | | 14.67 | 14.68 | | 13.84 | | Diluted | | 16.45 | | 14.54 | 14.53 | | 13.71 | Note 1. Adjusting items comprise amortisation of acquired intangible assets, share-based payment, other adjusting items, tax on adjusting items and any over/under provision in respect of prior year tax. The performance of the Group is assessed using a variety of non-GAAP alternative performance measures which are presented to provide additional financial information that is regularly reviewed by management. Adjusting items are identified and excluded by virtue of their size, nature or incidence as they do not reflect management's evaluation of the underlying trading performance of the Group. The alternative performance measures are presented on pages 204 and 205. The reported GAAP measures give the complete measure of financial performance. The notes on pages 139 to 179 and pages 200 and 201 form part of these financial statements. 134**Spirent Communications plc**^{}[] Annual Report 2021 ## Consolidated statement of comprehensive income Year to 31 December 2021 | | Notes | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | | **Profit for the year attributable to owners of the parent Company** | | **89.2** | 84.4 | | **Other comprehensive income/(loss)** | | | | | Items that may subsequently be reclassified to profit or loss: | | | | | – Exchange differences on retranslation of foreign operations | | (0.3) | 1.0 | | Items that will not subsequently be reclassified to profit or loss: | | | | | – Re-measurement of the net defined benefit pension asset | 9 | 13.5 | (5.3) | | – Income tax effect of re-measurement of the net defined benefit pension asset | 10 | (4.8) | 1.0 | | – Re-measurement of the deferred compensation liability | 9 | (0.2) | (0.3) | | – Income tax effect of re-measurement of the deferred compensation liability | 10 | – | 0.1 | | | | **8.5** | (4.5) | | **Other comprehensive income/(loss)** | | **8.2** | (3.5) | | **Total comprehensive income for the year attributable to owners of the parent Company** | | **97.4** | 80.9 | The notes on pages 139 to 179 and pages 200 and 201 form part of these financial statements. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 135 FINANCIAL STATEMENTS # Consolidated balance sheet At 31 December 2021 | | Notes | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | | **Assets** | | | | | **Non-current assets** | | | | | Intangible assets | 13 | **208.2** | 159.9 | | Property, plant and equipment | 14 | **23.7** | 25.8 | | Right-of-use assets | 15 | **26.0** | 23.3 | | Trade and other receivables | 19 | **7.6** | 6.8 | | Assets recognised from costs to obtain a contract | 20 | **0.8** | 0.3 | | Defined benefit pension plan surplus | 9 | **37.8** | 13.0 | | Deferred tax asset | 26 | **18.6** | 23.7 | | | | **322.7** | 252.8 | | **Current assets** | | | | | Inventories | 18 | **26.0** | 22.3 | | Trade and other receivables | 19 | **164.1** | 132.3 | | Assets recognised from costs to obtain a contract | 20 | **1.1** | 0.6 | | Other financial assets | 19 | **0.1** | 0.2 | | Current tax asset | | **2.5** | 0.4 | | Cash and cash equivalents | 21 | **174.8** | 241.2 | | | | **368.6** | 397.0 | | **Total assets** | | **691.3** | 649.8 | | **Liabilities** | | | | | **Current liabilities** | | | | | Trade and other payables | 22 | **(87.6)** | (73.6) | | Contract liabilities | 24 | **(72.1)** | (65.1) | | Lease liabilities | 25 | **(8.4)** | (8.2) | | Current tax liability | | **(3.2)** | (2.1) | | Provisions | 27 | **(5.4)** | (6.2) | | | | **(176.7)** | (155.2) | | **Non-current liabilities** | | | | | Trade and other payables | 22 | **(0.4)** | (1.0) | | Contract liabilities | 24 | **(27.5)** | (18.8) | | Lease liabilities | 25 | **(21.4)** | (20.0) | | Deferred tax liability | 26 | **(8.0)** | (2.0) | | Defined benefit pension plan deficit | 9 | **(7.3)** | (6.4) | | Provisions | 27 | **(2.5)** | (3.6) | | | | **(67.1)** | (51.8) | | **Total liabilities** | | **(243.8)** | (207.0) | | **Net assets** | | **447.5** | 442.8 | | **Capital and reserves** | 29 | | | | Share capital | | **27.5** | 27.9 | | Share premium account | | **27.2** | 27.6 | | Capital redemption reserve | | **17.8** | 18.0 | | Other reserves | | **13.5** | 12.5 | | Translation reserve | | **10.8** | 11.1 | | Retained earnings | | **350.7** | 345.7 | | **Total equity attributable to owners of the parent Company** | | **447.5** | 442.8 | The notes on pages 139 to 179 and pages 200 and 201 form part of these financial statements. Signed on behalf of the Board **Paula Bell** Director 10 March 2022 136**Spirent Communications plc**^{}[] Annual Report 2021 ## Consolidated statement of changes in equity | | Notes | Attributable to the equity holders of the parent Company | | | | | | $ million | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Share capital | Share premium account | Capital redemption reserve | Other reserves | Translation reserve | Retained earnings | Total equity | | **At 1 January 2020** | | 26.8 | 26.6 | 17.4 | 15.2 | 10.1 | 306.2 | 402.3 | | Profit for the year | | – | – | – | – | – | 84.4 | 84.4 | | Other comprehensive income/(loss)^{1} | | – | – | – | – | 1.0 | (4.5) | (3.5) | | Total comprehensive income | | – | – | – | – | 1.0 | 79.9 | 80.9 | | Share-based payment | 31 | – | – | – | – | – | 4.7 | 4.7 | | Tax credit on share incentives | 10 | – | – | – | – | – | 0.4 | 0.4 | | Equity dividends | 12 | – | – | – | – | – | (33.6) | (33.6) | | Employee Share Ownership Trust | 29 | – | – | – | – | – | (11.9) | (11.9) | | Exchange adjustment | | 1.1 | 1.0 | 0.6 | (2.7) | – | – | – | | **At 1 January 2021** | | **27.9** | **27.6** | **18.0** | **12.5** | **11.1** | **345.7** | **442.8** | | Profit for the year | | – | – | – | – | – | 89.2 | 89.2 | | Other comprehensive income/(loss)^{2} | | – | – | – | – | (0.3) | 8.5 | 8.2 | | Total comprehensive income/(loss) | | – | – | – | – | (0.3) | 97.7 | 97.4 | | Share-based payment | 31 | – | – | – | – | – | 5.9 | 5.9 | | Tax credit on share incentives | 10 | – | – | – | – | – | 0.6 | 0.6 | | Equity dividends | 12 | – | – | – | – | – | (84.1) | (84.1) | | Employee Share Ownership Trust | 29 | – | – | – | – | – | (15.1) | (15.1) | | Exchange adjustment | | (0.4) | (0.4) | (0.2) | 1.0 | – | – | – | | **At 31 December 2021** | | **27.5** | **27.2** | **17.8** | **13.5** | **10.8** | **350.7** | **447.5** | Notes 1. The amount included in other comprehensive income/(loss) for 2020 of $4.5 million represents re-measurement losses on the net defined benefit pension asset of $5.3 million, net of a tax credit of $1.0 million, and re-measurement losses on the deferred compensation liability of $0.3 million, net of a tax credit of $0.1 million. The amount included in the translation reserve of $1.0 million represents other comprehensive income related to the translation of foreign operations. 2. The amount included in other comprehensive income/(loss) for 2021 of $8.5 million represents re-measurement gains on the net defined benefit pension asset of $13.5 million, net of a tax charge of $4.8 million, and re-measurement losses on the deferred compensation liability of $0.2 million. The amount included in the translation reserve of $0.3 million represents other comprehensive losses related to the translation of foreign operations. The notes on pages 139 to 179 and pages 200 and 201 form part of these financial statements. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 137 FINANCIAL STATEMENTS # Consolidated cash flow statement Year to 31 December 2021 | | Notes | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | | **Cash flows from operating activities** | | | | | Cash flow from operations | 32 | 112.9 | 132.0 | | Tax paid | | (10.0) | (10.8) | | **Net cash inflow from operating activities** | | **102.9** | **121.2** | | **Cash flows from investing activities** | | | | | Interest received | | 0.4 | 1.5 | | Purchase of intangible assets | 13 | – | (0.5) | | Purchase of property, plant and equipment | 14 | (10.2) | (9.5) | | Proceeds from the sale of property, plant and equipment | | 0.4 | 1.0 | | Lease payments received from finance leases | 15 | 0.5 | 0.5 | | Acquisition of subsidiary, net of cash acquired | 33 | (51.3) | – | | **Net cash used in investing activities** | | **(60.2)** | **(7.0)** | | **Cash flows from financing activities** | | | | | Lease liability principal repayments | 25 | (8.9) | (10.2) | | Lease liability interest paid | 25 | (1.1) | (1.4) | | Dividend paid | 12 | (83.6) | (33.6) | | Hedge contracts relating to dividend payments | 12 | (0.5) | – | | Share purchase into Employee Share Ownership Trust | 29 | (15.1) | (11.9) | | **Net cash used in financing activities** | | **(109.2)** | **(57.1)** | | Net (decrease)/increase in cash and cash equivalents | | (66.5) | 57.1 | | Cash and cash equivalents at the beginning of the year | | 241.2 | 183.2 | | Effect of foreign exchange rate changes | | 0.1 | 0.9 | | **Cash and cash equivalents at the end of the year** | 21 | **174.8** | **241.2** | The notes on pages 139 to 179 and pages 200 and 201 form part of these financial statements. 138**Spirent Communications plc**^{}[] Annual Report 2021 # Notes to the consolidated financial statements ## 1. Corporate information The Group's consolidated financial statements for the year ended 31 December 2021 were authorised for issue by the Board of Directors on 10 March 2022. Spirent Communications plc is a public limited company incorporated and domiciled in England and Wales (registration number 00470893). The registered address of the Company is Origin One, 108 High Street, Crawley, West Sussex RH10 1BD, United Kingdom. The Company's Ordinary Shares are traded on the London Stock Exchange. The Group financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and United Kingdom adopted International Financial Reporting Standards (IFRS). The Company has elected to prepare the Company financial statements in accordance with United Kingdom Generally Accepted Accounting Practice including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006. These are presented on pages 180 to 181 and the accounting policies in respect of the Company are set out on pages 182 to 188. ## 2. Significant accounting policies ### Accounting convention The consolidated financial statements are prepared on a historical cost basis apart from certain financial instruments that have been measured at fair value and the United Kingdom defined benefit pension plan obligations which have been measured using the projected unit credit method. ### Going concern basis of accounting In adopting the going concern basis for preparing the consolidated financial statements, the Directors have considered the Group's principal risks and uncertainties as set out on pages 59 to 64, including the potential impact of the COVID-19 pandemic on the Group and any longer-term impact to the global economy. In 2021, the COVID-19 pandemic has not had a significant impact on the Group's trading performance and the Group has continued to operate effectively. The Directors have also considered sensitivities in respect of potential downside scenarios, including stress testing the latest cash flow projections that cover a period of 12 months from the date of approval of these consolidated financial statements. In these scenarios, the Group has more than sufficient headroom in its available resources. At 31 December 2021, the Group had cash balances of $174.8 million and external debt only in relation to its lease liabilities. The Directors have reviewed the detailed financial projections for the period ending 31 December 2022, as well as the business plan and cash flows for the three months ending 31 March 2023. The Directors have also considered the period to the end of 2024 which forms part of the Group's longer-term viability assessment. In addition, they have considered the principal risks faced by the Group, the potential impact of COVID-19, the sensitivity analysis and the Group's significant financial headroom and are satisfied that the Group has adequate financial resources to continue in operational existence for the foreseeable future, a period of at least 12 months from the date of approval of this report. Accordingly, the going concern basis of accounting continues to be used in the preparation of the consolidated financial statements. ### New accounting standards There have been no applicable new standards, amendments to standards and interpretations effective from 1 January 2021 that have been applied by the Group which have resulted in a significant impact on its consolidated results or financial position. ### Presentation The line item "Other items", as presented in the 2020 consolidated income statement, has been included within "Administration" expenses as this more appropriately represents the nature of the costs. "Other items" has been renamed to "Adjusting items". The presentation of the comparative amounts in the consolidated income statement has also been amended to reflect this change. This reclassification had no impact on the Group's income statement reported in 2020. ### Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made up to 31 December each year. The financial statements of subsidiaries are prepared for the same reporting year as the parent Company, using consistent accounting policies. A full list of subsidiary undertakings is provided on pages 200 and 201. Subsidiary undertakings are entities that are directly or indirectly controlled by the Group. The Group controls an entity when it is exposed, or has rights, to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Results of subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. The separable net assets, including intangible assets of newly acquired subsidiaries, are incorporated into the consolidated financial statements based on their fair values at the effective date of control. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 139 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued 2. Significant accounting policies continued Basis of consolidation continued The Group includes a subsidiary that is operated under the management of a Proxy Board. Details of the Proxy Board arrangements and the powers of the proxy holders and Spirent’s management are set out in the Corporate Governance section of this Annual Report on page 78. The Directors consider that the Group meets the requirements of IFRS 10 ‘Consolidated Financial Statements’ in respect of control over the entity in question as Spirent maintains the following: • rights to appoint, reassign or remove members of key management and the ability to appoint proxy holders and change Directors every five years; • rights to direct the investee to enter into, or veto any changes to, transactions; and • decision-making rights and rights to direct activities including the ability to change products, territories and customers and the ability to terminate product selling (with notice). All intra-Group transactions, balances, income and expenses are eliminated on consolidation. Business combinations and goodwill A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses. Business combinations are accounted for using the acquisition method. At acquisition date, the identifiable assets acquired and liabilities assumed, including intangible assets, are measured at their fair values. The cost of an acquisition is measured as the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree. Non-controlling interests are measured at the proportionate share of the acquiree’s identifiable net assets. Contingent consideration resulting from business combinations is valued at fair value at the acquisition date as part of the business combination. When the contingent consideration meets the definition of a financial liability, it is subsequently re-measured to fair value at each reporting date, with changes in fair value recognised in profit or loss. The determination of fair value is based on discounted cash flows. The key assumptions take into consideration the probability of meeting each performance target and the discount rate. Acquisition related costs are expensed and included in other adjusting items. Goodwill arising on the acquisition of subsidiaries, representing the excess of cost over the net fair value of the net assets acquired, is capitalised as an intangible asset. Goodwill is carried at cost less any accumulated impairment losses. Goodwill is subject to an annual review for impairment. For the purpose of impairment testing, goodwill is allocated to the related cash-generating units being the smallest identifiable group of assets that generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Cash-generating units are grouped and assessed in combination where this is consistent with how the Chief Operating decision maker reviews business performance and at a level no larger than an operating segment. Where the recoverable amount of the cash-generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the income statement. Intangible assets Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Separately identifiable intangible assets such as patent fees, licence fees, trademarks and customer lists and relationships are capitalised on the balance sheet only when the value can be measured reliably, or the intangible asset is purchased as part of the acquisition of a business. Such intangible assets are amortised over their useful economic lives on a straight-line basis. The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. Acquired intangible assets, being customer lists, current technology, databases, brand names and a non-compete covenant, are amortised on a straight-line basis over their estimated useful lives and the charge is included within adjusting items in the income statement. Licences are amortised over their useful lives or term, and are expensed within cost of sales or selling costs. The estimated useful lives of intangible assets and the amortisation expiry dates are as follows: Useful life Expiry date Customer lists 2 to 7 years 2027 Current technology 5 to 7 years 2027 Brand names 3 years 2024 Licences 3 to 5 years 2023 140 Spirent Communications plc Annual Report 2021 2. Significant accounting policies continued Product development Research expenditure is charged to product development in the income statement in the year in which it is incurred. Intangible assets arising on the Group’s various product development projects are recognised only if the recognition criteria of IAS 38 ‘Intangible Assets’ are met. Product development costs are expensed as incurred until the technological feasibility of the product under development has been established. Technological feasibility in Spirent’s circumstances occurs when a working model is completed. For software development, technological feasibility is not established until the process of developing the software is complete. After technological feasibility is established, additional costs are capitalised and amortised on a straight-line basis over the estimated useful life. At 31 December 2021 and 31 December 2020, no amounts have met the recognition criteria. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment. Depreciation is not provided on freehold land. Depreciation is provided to write-off the cost, less estimated residual value, of all other assets over their estimated useful lives on a straight-line basis at rates which take into account commercial conditions at their location. Usual asset lives are as follows: Freehold buildings 50 years Plant and machinery 3 to 8 years Fixtures, fittings and equipment: - Building installations 20 years or lease period if lower - Fittings and equipment 3 to 8 years FINANCIAL STATEMENTS - Motor vehicles 3 to 5 years - Business systems software 4 years Business systems software is capitalised as property, plant and equipment as the software is an integral part of the related hardware. The carrying values of property, plant and equipment are reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. Impairment of assets Intangible assets with finite useful lives, property, plant and equipment and right-of-use assets are tested for impairment at each reporting date where there is an indication that an asset may be impaired. Goodwill and intangible assets with an indefinite useful life are assessed at least annually. When an impairment test is performed, the recoverable amount is assessed by reference to the higher of the net present value of the expected cash flows (value in use) of the relevant cash-generating unit or asset and the fair value less cost of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the income statement in those expense categories consistent with the function of the impaired asset. Where an impairment loss has been recognised against an asset, it may be reversed in future periods where there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised, but only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised in prior years. Such a reversal is recognised in the income statement. This does not apply for goodwill, for which an impairment loss must not be reversed in any circumstances. Leases The Group as a lessee The Group assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee at the commencement date of the lease (i.e. the date the underlying asset is available for use), except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Group recognises the lease payments as an operating expense within the income statement on a straight-line basis over the period of the lease. At the commencement date of the lease, the lease liability is initially measured at the present value of lease payments to be made over the lease term, discounted using the rate implicit in the lease. If this rate cannot be readily determined, the Group uses its incremental borrowing rate. Under the modified retrospective transition method, which is the method that the Group adopted on transition to IFRS 16 ‘Leases’ on 1 January 2019, lease liabilities are required to be discounted using the incremental borrowing rate at date of transition. The Group has set the discount rate based upon the local base rate with an additional premium to reflect various factors such as credit risk. This approach enables an appropriate rate to be set for each lease depending on geographic location and lease classification. 141Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued 2. Significant accounting policies continued Leases continued The Group as a lessee continued The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period in which the event or condition that triggers the payment occurs. The lease liability is presented as a separate line in the consolidated balance sheet. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method), and by reducing the carrying amount to reflect the lease payments made. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a modification. Interest on the lease liability is presented within finance costs in the income statement. When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The right-of-use asset is initially measured at cost, which comprises the initial amount of the corresponding lease liability, adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease liability. The right-of-use assets are presented as a separate line in the consolidated balance sheet. Lease payments for short-term leases, lease payments for low-value assets and variable lease payments not included in the measurement of the lease liability are classified as cash flows from operating activities within the consolidated cash flow statement. The Group has classified the principal and interest portions of lease payments within financing activities. The Group as a lessor When the Group acts as a lessor, it determines at lease inception whether each lease is a finance lease or operating lease. To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. The Group subleases certain of its buildings where the subleases are classified as finance leases. In these instances, the Group derecognises the right-of-use asset on the head lease at the sublease commencement date and continues to account for the original lease liability in accordance with the lessee accounting model. The Group, as a sublessor, recognises a net investment in the sublease within trade and other receivables in the balance sheet and evaluates it for impairment. The net investment in the sublease is subsequently measured by increasing the carrying amount to reflect interest (using the effective interest method), and by reducing the carrying amount to reflect sublease income received. Interest on the net investment in the sublease is presented within finance income in the income statement. Cash flows from the principal and interest of the finance lease receivables received are classified as investing activities within the consolidated cash flow statement. Inventories Inventories are stated at the lower of cost and estimated net realisable value, after provisions for obsolescence. Cost includes all costs incurred in bringing each product to its present location and condition, being the full manufacturing cost on a first-in, first-out basis, including all attributable overheads based on a normal level of activity. Provisions Provisions are recorded when the Group has a present, legal or constructive obligation as a result of a past event, for which it is probable that the Group will be required to settle by an outflow of resources and for which a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of the provision shall be the present value of the expenditures expected to be required to settle the obligation. 142 Spirent Communications plc Annual Report 2021 2. Significant accounting policies continued Contingent liabilities Contingent liabilities are possible obligations whose existence will be confirmed only on the occurrence or non-occurrence of uncertain future events outside the Group’s control, or present obligations that are not recognised because it is not probable that a settlement will be required or the value of such a payment cannot be reliably measured. The Group does not recognise contingent liabilities but discloses them. Foreign currencies The consolidated financial statements are presented in US Dollars, which is the Group’s presentation currency. Transactions in foreign currencies are initially recorded at the rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rates ruling at the balance sheet date. All exchange differences are taken to the consolidated income statement. Non-monetary assets and liabilities denominated in foreign currencies are measured in terms of historical costs using the exchange rate at the date of the initial transaction. The functional currencies of the Group’s operations are principally US Dollar, Pound Sterling or Euro. On consolidation, the assets and liabilities of the Group’s foreign operations are translated into the Group’s presentation currency at exchange rates ruling at the balance sheet date. The results of foreign operations are translated into US Dollars using average rates for the period. The exchange differences arising on retranslation are classified as a separate component of equity, the translation reserve. Such translation differences are recognised as part of the profit or loss on disposal should an operation be disposed of. Financial instruments Financial assets and liabilities are recognised on the Group’s balance sheet when it becomes a party to the contractual provisions of the instrument. Trade receivables Trade receivables are non-interest bearing and are stated at original invoiced amount less an appropriate allowance for expected FINANCIAL STATEMENTS credit losses. At each reporting date, the Group measures the loss allowance at an amount equal to the lifetime expected credit losses. The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime expected credit losses at each reporting date. To measure the expected credit losses, the Group has established a provision matrix that is based on shared credit risk characteristics and the days past due based on the expected loss rates. The provision matrix is initially based on payment profiles of trade receivables over a period of 12 months before 31 December of the prior year and the corresponding historical credit losses experienced within this period. At every reporting date the historical observed default rates are updated. The Group also considers the impact of regional macro-economic factors on the likelihood of future losses. Trade receivables are written off when there is no reasonable expectation of recovery. A default on a trade receivable occurs when the debtor fails to make contractual payments when they fall due. Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at bank and in hand and short-term deposits which have an original maturity of three months or less. For the purposes of the consolidated cash flow statement, cash and cash equivalents consist of cash and cash equivalents as defined above. There are no bank overdrafts. Also recognised within cash and cash equivalents are shares in money market funds which, due to their first-class credit rating and investment in extremely short-term money market securities, undergo only minor fluctuations and can be readily converted within one day into known amounts of cash. Trade payables Trade payables are non-interest bearing and are stated at the original invoiced amount. Equity instruments Equity instruments are recorded at the proceeds received, net of direct issue costs. Spirent Communications plc Ordinary Shares held by the Group are classified in equity as treasury shares and are recognised at cost and included as a deduction from retained earnings. Consideration received for the sale of such treasury shares is also recognised in equity. Derivative financial instruments The Group uses forward foreign currency exchange contracts to manage exposures arising on receipts and payments in foreign currencies relating to firm commitments. Forward foreign currency exchange contracts are initially recognised at fair value on the date on which the contract is entered into, and are subsequently re-measured to fair value at each reported balance sheet date. The fair value of forward foreign currency exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The Group has not adopted the hedge accounting rules. Consequently all gains and losses arising from changes in fair value are taken to the income statement. 143Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued 2. Significant accounting policies continued Retirement benefits The Group operates two funded defined benefit pension plans which are in the United Kingdom; all other pension plans are defined contribution in nature. For the defined contribution plans, the amount charged to the income statement is the employer’s contributions paid or payable during the year. For defined benefit pension plans, full actuarial valuations are carried out every three years using the projected unit credit method, and updates are performed at each balance sheet date. Re-measurement, comprising actuarial gains and losses, the effect of changes to the asset ceiling (if relevant) and the return on plan assets (excluding interest), is reflected immediately in the balance sheet surplus with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income will not be reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit pension asset, taking account of any changes in the net defined benefit pension asset during the period as a result of contribution and benefit payments. Defined benefit pension costs are categorised as: • service cost (including current service cost, past service cost and gains and losses on curtailments or settlements); • net interest expense or income; and • re-measurement. The Group presents the first two components of defined benefit pension costs in profit or loss. The Group also operates a deferred compensation plan in the United States. The plan has elements of a defined benefit pension retirement obligation and therefore is required to be valued in accordance with IAS 19 ‘Employee Benefits’. For the deferred compensation plan, the gains or losses on the deemed investments that are attributed to the deferral account over time are charged or credited to the income statement whereas the re-measurement, comprising actuarial gains or losses, is reflected immediately in the balance sheet liability with a charge or credit in other comprehensive income in the period in which it occurs. Re-measurement recognised in other comprehensive income will not be reclassified to profit or loss. Revenue Revenue represents the transfer of promised products or services to customers in an amount that reflects the consideration to which the Group expects to be entitled in exchange for those products or services. Revenue from product sales of hardware and perpetual software licences is recognised at the point in time when the customer has obtained control of the products sold. This is usually when the products have been delivered in accordance with the contractual terms. In some instances it is not until acceptance has occurred that control of the asset is transferred to the customer. Terms of acceptance are dependent upon the specific contractual arrangement agreed with the customer. If it can be objectively determined that control has been transferred to the customer in accordance with the agreed contract specifications, customer acceptance is a formality that would not affect the determination of when the customer has obtained control of the products. However, if it cannot be objectively determined that the products delivered are in accordance with the agreed-upon contract specifications, revenue would not be recognised until customer acceptance has been granted. For sales of software licences, the Group determines whether the licence is capable of being distinct and is separately identifiable from other promises in the context of the contract. Revenue from software subscription licences that provide the customer with a right to access the Group’s intellectual property throughout the subscription period is recognised over time, throughout the subscription period. Revenue from perpetual software licences that provide the customer with a right to use the Group’s intellectual property for an indefinite period of time is recognised at the point in time when the customer can first use and benefit from the software. For the sale of services, revenue is generally recognised over time with reference to when or as the performance obligations are satisfied by transferring the service to the customer. Revenue from support and maintenance service contracts and software subscription sales is recognised over the period of performance on a straight-line basis. Revenue from professional services is generally recognised as work progresses in accordance with agreed-upon contractual terms, based on a measure of progress towards complete satisfaction of the performance obligation. Progress is measured using either an output method (e.g. completion of a day, or for fixed price contracts revenue is recognised based on performance completed or contractual milestones reached) or an input method (e.g. actual cost of services provided as a proportion of total cost of services expected to be provided under the contract). Where applicable, the Group elects to use the practical expedient where revenue can be recognised in the amount to which the Group has a right to invoice, only if the Group has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Group’s performance completed to date. Where the Group’s professional services contracts contain terms of acceptance, revenue would not be recognised until customer acceptance had been obtained. Where the professional service has a pre-determined or fixed output deliverable, revenue is recognised at a point in time once the performance obligation has been satisfied and the customer has received the agreed deliverable. 144 Spirent Communications plc Annual Report 2021 2. Significant accounting policies continued Revenue continued The Group accounts for multi-component orders as multiple performance obligations if the following criteria are met: a) the good or service is capable of being distinct, that is, they are individually readily available and regularly sold separately to customers; and b) the promise to transfer the good or service is distinct in the context of the contract, that is, they do not require significant integration, customisation or modification with other goods or services in the contract and are not highly interrelated or interdependent of other goods or services in the contract. For multi-component orders where the elements are accounted for as multiple performance obligations, the transaction price and discount, if any, are allocated proportionally to all performance obligations in the contract. If either of the two criteria above are not met, and where various components in the contract are combined, bundled or pre-assembled into one or more product or equipment units to form a distinct good or service, they will be accounted for as a single performance obligation. Virtually all of the Group’s revenue is derived from the sale of its own products and services. In the instances where the Group is a reseller of third party products and services, it accounts for these transactions as a principal as it controls the product or service before it is transferred to the customer and therefore recognises revenue on a gross basis. Cost of sales The Group’s cost of sales related to the sale of its products includes materials, payments to third party contract manufacturers, royalties and salaries and other expenses related to its manufacturing and supply operations personnel. Cost of sales related to the provision of services includes salaries and other expenses associated with technical support services and the cost of extended maintenance services. Costs to obtain a contract FINANCIAL STATEMENTS The incremental costs of obtaining a contract with a customer are capitalised as an asset if the Group expects to recover them. The Group incurs costs such as sales commissions when it enters into a new contract. Such costs are presented in the consolidated balance sheet as assets recognised from costs to obtain a contract where the related revenue is recognised over time, usually in relation to support and subscription agreements. These assets are amortised on a systematic basis consistent with how the related revenue is recognised. The amortisation is recognised in selling and marketing costs within the income statement. The Group applies the practical expedient in paragraph 94 of IFRS 15 and recognises incremental costs of obtaining a contract as an expense when incurred if the amortisation period of the asset that the Group would otherwise have recognised is one year or less. Management is required to determine the recoverability of assets recognised from costs to obtain a contract. At each reporting date, the Group determines whether or not the assets are impaired by comparing the carrying amount of the asset to the remaining amount of consideration that the Group expects to receive less the costs that relate to providing services under the relevant contract. No assets were impaired as at 31 December 2021 or 31 December 2020. Deferred income Deferred income is only recognised on non-cancellable contracts that provide unconditional rights to payment from the customer for products and services that the Group has not yet completed providing or that it will provide in the near future. Revenue from product sales of hardware and perpetual software licences is recognised at the point in time when the customer has obtained control of the products sold. In the instances where the customer has been invoiced and revenue from hardware or perpetual software licences is unable to be recognised, revenue would not be recognised until control has passed, resulting in deferred income. Support services and software subscription agreements are generally billed at commencement of the support or subscription contract, while revenue is recognised over the period of the support or subscription agreement, resulting in deferred income. The Group occasionally receives advance payments from customers on account, before products or services are delivered and revenue is recognised, resulting in liabilities. Deferred income and payments received on account are reported on the consolidated balance sheet within contract liabilities on a contract-by-contract basis at the end of each reporting period. Government grants A government grant is recognised in the balance sheet initially within trade and other payables when there is reasonable assurance that it will be received and that the Group will comply with the conditions attached to it. Grants that compensate the Group for expenses incurred are recognised as other operating income on a systematic basis in the same periods in which expenses are incurred. 145Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued 2. Significant accounting policies continued Employee benefits When an employee has rendered services to the Group during an accounting period, short-term benefits expected to be paid in exchange for those services are recognised in the same accounting period. Share-based payment The Group operates various equity-settled and cash-settled share-based compensation plans and accounts for these awards in accordance with IFRS 2 ‘Share-based Payment’. For equity-settled awards, the fair value is recognised in the income statement on a straight-line basis over the vesting period together with a corresponding change in equity. The fair value is measured using the Black-Scholes model by reference to the share price, and taking into account the terms and conditions of the award, excluding non-market vesting conditions, at the date the awards were granted. The charge is reassessed at each balance sheet date to reflect the expected and actual levels of vesting, due to achievement or otherwise of non-market conditions. Awards where vesting is conditional upon satisfying a market condition or non-vesting condition are treated as vesting irrespective of whether the market or non-vesting condition has been satisfied. Cash-settled awards are measured at fair value at the balance sheet date. The Group recognises a liability within trade and other payables at the balance sheet date based on these fair values, taking into account the estimated number of options that will actually vest and the relative completion of the vesting period. Changes in the value of this liability are recognised in the income statement for the year. With effect from 1 January 2019, one-third of the Annual Incentives of the Executive Directors was deferred into shares for a period of three years. This amount is an equity-settled share-based payment transaction within the scope of IFRS 2 and the related expense is charged to the income statement in the same year as the measurement period. This amount has been charged to administration expenses in the income statement and forms part of adjusted operating profit as it reflects part of the underlying trading performance of the Group. The Group has an employee share trust for the granting of certain share incentives to employees. Shares in the Group held by the employee share trust are treated as treasury shares and presented in the balance sheet as a deduction from equity. Tax Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the income statement except to the extent that it relates to items in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable for previous years. Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: • where the temporary difference arises from the initial recognition of goodwill (taxable temporary differences only) or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss; and • in respect of taxable temporary differences associated with investments in subsidiaries, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. A deferred tax asset is recognised only to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised. Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or the liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Dividends paid The interim dividend is included in the financial statements in the period in which it is paid, and the final dividend and the special dividend are included in the period in which they are approved by the shareholders at an Annual General Meeting. 146 Spirent Communications plc Annual Report 2021 2. Significant accounting policies continued Adjusting items Adjusting items are disclosed separately in the income statement where it is necessary to do so due to their nature or amount and to provide further understanding of the Group’s financial performance. Adjusting items comprise amortisation of acquired intangible assets, share-based payment and other adjusting items, the tax effect of these items and any over/under provision of tax in the prior year. The Group excludes share-based payment from adjusted operating profit (except for share-based payment relating to the Executive Directors’ deferred bonus plan, see share-based payment policy), as the expense can fluctuate based on the size, nature and timing of awards granted, the Group’s share price and the subjective assumptions used in the calculation. Management consider the financial results of the business before the deduction of share-based payment for their operational decision making. Additionally, management believes the exclusion of share-based payment also allows for more meaningful comparisons of operating results with peer companies, many of which also exclude the expense from underlying results. Certain items are classified as other adjusting items due to their nature, amount or infrequency. Such presentation is relevant to further understanding of the Group’s financial statements. These items are not part of the Group’s normal ongoing operations. Costs directly associated with the integration of a business acquisition are included within other adjusting items to the extent they are in accordance with the above definition. Direct transaction costs and fees of potential or actual acquisitions are charged to the income statement in the period in which they are incurred. Such items are presented separately as other adjusting items and, due to their nature and infrequency, are excluded from the underlying trading performance of the Group. Adjusting items are disclosed within administration expenses in the consolidated income statement as they are reviewed, managed and controlled centrally by the Group. The Group considers these costs to be functionally aligned to, and have therefore been presented alongside, corporate costs within administration expenses. This presentation is relevant to an FINANCIAL STATEMENTS understanding of the Group’s financial performance. Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements requires the Group to make estimates and assumptions that affect items reported. Such estimates and assumptions are based on management’s best knowledge of current facts, circumstances and future events. Actual results may differ, possibly significantly, from those estimates. The areas requiring a high degree of judgement or where assumptions and estimates are significant to the consolidated financial statements are discussed below. Estimates Defined benefit pension plans The pension cost and the defined benefit pension obligation of the Group’s defined benefit pension plans are based on a number of selected assumptions; these include the discount rate, inflation rate, salary growth, longevity and GMP equalisation. Differences arising from actual experience or future changes in assumptions will be reflected in future periods. The effect of changing these assumptions is described in note 9. Recognition of deferred tax assets The recognition of deferred tax assets is based upon whether it is more likely than not that there will be sufficient and suitable taxable profits in the relevant legal entity or tax group against which to utilise the assets in the future. The extent to which deferred tax assets can be recognised is based on current forecasts and estimates prepared by management. A change to these forecasts and estimates could result in a different recognition outcome. Judgement is required when determining probable future taxable profits, which are estimated using the latest available profit forecasts. Unrecognised deferred tax assets are disclosed in note 26. 147Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued 2. Significant accounting policies continued Critical accounting judgements and key sources of estimation uncertainty continued Judgements Revenue recognition The transaction price is allocated to each performance obligation on a relative standalone selling price basis. Where there are no observable prices, the Group generally determines the standalone selling prices of individual elements based on standalone internal list prices which are then subject to discount. To determine the appropriate revenue recognition for contracts containing multiple elements or complex solutions that include both products and services, we evaluate whether the contract should be accounted for as a single or multiple performance obligation. This evaluation requires significant judgement and impacts the amount of revenue allocated to each performance obligation, which can affect the amount of revenue recognised and deferred income on the balance sheet. The factors the Group considers when making this judgement are as follows: • whether the elements of a multi-component order have a unique part number as evidenced in our product lifecycle management process; • whether the elements of a multi-component order have a standalone selling price as evidenced in our internal price list; • whether the elements of a multi-component order are regularly sold separately to a range of customers, based on historical information; • whether the customer can benefit from the elements of a multi-component order on their own or with resources that are readily available to the customer, based on technical input from our product managers; • whether the elements of a multi-component order require significant integration, modification or customisation with other elements of the multi-component contract, based on historical information and technical input from our product managers; and • whether the elements of a multi-component order are significantly affected by one or more of the other elements of the multi-component contract and whether there is a significant two-way dependency, based on technical input from our product managers. For professional services revenue recognised over time, a single method of measuring progress is selected and used for each performance obligation. The selection of the method to measure progress towards completion requires judgement and is based on the nature of the services to be provided. The selected method is applied consistently to similar contracts in similar circumstances. This judgement impacts revenue recognised over time and the amount of deferred income on the balance sheet. Leases The Group has set the discount rate based upon the local base rate with an additional premium to reflect various factors such as credit risk. This approach requires judgement and impacts the amount recognised as a lease liability and corresponding right-of-use asset, and therefore the amount of depreciation on the right-of-use asset and interest on the lease liability that are charged to the income statement. The Group exercises judgement in determining whether it is reasonably certain that a building lease extension or termination option will be exercised. This will take into account the length of time remaining before the option or extension is exercisable, current trading, future trading forecasts and the level and type of future capital investment expected to be made. The Group assesses at lease commencement whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. This judgement impacts the carrying amounts of right-of-use assets and lease liabilities. Applicable new standards and interpretations not applied The IASB and IFRIC have issued the following standards and interpretations with an effective date for the Group after the date of these financial statements: Effective for annual periods International Accounting Standards (IAS/IFRS) beginning on or after IFRS 3 Reference to the Conceptual Framework (Amendments to IFRS 3) 1 January 2022 IAS 37 Onerous Contracts – Costs of Fulfilling a Contract (Amendments to IAS 37) 1 January 2022 Annual Improvements to IFRS Standards 2018-2020 1 January 2022 IAS 1 Classification of Liabilities as Current or Non-Current (Amendments to IAS 1) 1 January 2023 Disclosure of Accounting Policies (Amendments to IAS 1 and IFRS Practice Statement 2) 1 January 2023 The Directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group’s financial statements in the period of initial application. 148 Spirent Communications plc Annual Report 2021 ### 3. Operating segments The Group's organisational structure is based on differences in the products and services offered by each segment and information regularly reviewed by the Group's Chief Executive Officer, its chief operating decision maker, is presented on this basis. The Group's operating segments follow this structure. The Group's reportable operating segments are Lifecycle Service Assurance and Networks & Security. The Group evaluates adjusted operating profit before acquired intangible asset amortisation, share-based payment and other adjusting items. Finance income and finance costs are not allocated to the reportable segments. Corporate is not an operating segment and costs are separately reported and not allocated to the reportable segments. Information on segment assets and segment liabilities is not regularly provided to the Group's Chief Executive Officer and is therefore not disclosed below. There is no aggregation of operating segments. The Group disaggregates revenue from contracts with customers by nature of products and services and primary geographical markets as this best depicts how the nature, amount, timing and uncertainty of the Group's revenue and cash flows are affected by economic factors. | | Notes | Lifecycle Service Assurance | Networks & Security | Corporate | Total | | --- | --- | --- | --- | --- | --- | | **Revenue** | | | | | | | **Nature of products and services** | | | | | | | Sale of hardware and software | | 157.9 | 253.4 | – | 411.3 | | Maintenance and support services | | 103.7 | 61.0 | – | 164.7 | | | | **261.6** | **314.4** | – | **576.0** | | **Primary geographical markets** | | | | | | | Americas | | 179.0 | 145.6 | – | 324.6 | | Asia Pacific | | 58.7 | 126.4 | – | 185.1 | | Europe, Middle East and Africa | | 23.9 | 42.4 | – | 66.3 | | | | **261.6** | **314.4** | – | **576.0** | | Inter-segment revenue is eliminated. | | | | | | | **Profit before tax** | | | | | | | Adjusted operating profit | | 63.1 | 63.5 | (8.1) | 118.5 | | Other adjusting items | 5 | (0.6) | (1.4) | (2.5) | (4.5) | | Total reportable segment profit | | **62.5** | **62.1** | **(10.6)** | **114.0** | | Unallocated amounts: | | | | | | | – Acquired intangible asset amortisation | | | | | (4.2) | | – Share-based payment | 31 | | | | (5.6) | | **Operating profit** | | | | | **104.2** | | Finance income | 6 | | | | 0.6 | | Finance costs | 7 | | | | (1.2) | | **Profit before tax** | | | | | **103.6** | | **Other information** | | | | | | | Product development | | 54.3 | 59.0 | – | 113.3 | | Intangible asset amortisation – other | | 0.8 | – | – | 0.8 | | Depreciation of property, plant and equipment | 14 | 4.8 | 7.5 | 0.1 | 12.4 | | Depreciation of right-of-use assets | 15 | 3.4 | 4.2 | 0.3 | 7.9 | FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 149 FINANCIAL STATEMENTS # Notes to the consolidated financial statements continued # 3. Operating segments continued 2020 operating segment information has been restated for the following changes to the Group's operating segments which came into effect on 1 January 2021: - In early 2021, some organisational changes were made to build an even stronger foundation for scale – breaking down barriers, better enabling solution selling and focusing on leading edge technology. To accelerate the momentum built in 2020, the Group has combined the Connected Devices operating segment into the Lifecycle Service Assurance operating segment effective 1 January 2021. This change has enabled a more integrated set of user experience assurance solutions. Going forward, Lifecycle Service Assurance and Connected Devices will be reviewed and managed as one segment. The Group's revised reported operating segments are Lifecycle Service Assurance and Networks & Security. - The emerging Wi-Fi revenue stream has been reclassified from Networks & Security to Lifecycle Service Assurance to present this revenue stream together with the recently acquired octoScope business which has been incorporated into the Lifecycle Service Assurance operating segment. | | Notes | Lifecycle Service Assurance | Networks & Security | Corporate | Total | | --- | --- | --- | --- | --- | --- | | **Revenue** | | | | | | | **Nature of products and services** | | | | | | | Sale of hardware and software | | 128.5 | 250.0 | – | 378.5 | | Maintenance and support services | | 90.8 | 53.1 | – | 143.9 | | | | 219.3 | 303.1 | – | 522.4 | | **Primary geographical markets** | | | | | | | Americas | | 134.9 | 141.3 | – | 276.2 | | Asia Pacific | | 65.8 | 123.4 | – | 189.2 | | Europe, Middle East and Africa | | 18.6 | 38.4 | – | 57.0 | | | | 219.3 | 303.1 | – | 522.4 | | Inter-segment revenue is eliminated. | | | | | | | **Profit before tax** | | | | | | | Adjusted operating profit | | 50.7 | 62.0 | (9.2) | 103.5 | | Other adjusting items | 5 | (0.9) | (0.8) | (1.4) | (3.1) | | Total reportable segment profit | | 49.8 | 61.2 | (10.6) | 100.4 | | Unallocated amounts: | | | | | | | – Acquired intangible asset amortisation | | | | | (0.5) | | – Share-based payment | 31 | | | | (4.2) | | **Operating profit** | | | | | | | Finance income | 6 | | | | 95.7 | | Finance costs | 7 | | | | 1.6 | | | | | | | (1.5) | | **Profit before tax** | | | | | | | | | | | | 95.8 | | **Other information** | | | | | | | Product development | | 46.5 | 56.6 | – | 103.1 | | Intangible asset amortisation – other | | 0.9 | – | – | 0.9 | | Depreciation of property, plant and equipment | 14 | 4.3 | 7.7 | 0.2 | 12.2 | | Depreciation of right-of-use assets | 15 | 3.0 | 5.1 | 0.3 | 8.4 | All of the Group's revenue arose from contracts with customers. Generally, revenue from the sale of hardware and software is recognised at a point in time and revenue from maintenance and support services is recognised over time. Europe, Middle East and Africa includes United Kingdom revenue of $12.3 million (2020 $8.7 million). Americas includes United States revenue of $305.6 million (2020 $262.6 million). Asia Pacific includes China revenue of $102.8 million (2020 $106.1 million). Revenues are attributed to regions and countries based on customer location. One customer accounted for 10 per cent of total Group revenue in 2021, amounting to $57.8 million. Approximately 92 per cent of these revenues were in the Lifecycle Service Assurance operating segment. No one customer accounted for 10 per cent or more of total Group revenue in 2020. 150 Spirent Communications plc Annual Report 2021 ### 3. Operating segments continued | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Non-current assets^{1}** | | | | Americas | 240.1 | 190.0 | | Asia Pacific | 8.1 | 7.9 | | Europe, Middle East and Africa | 9.7 | 11.1 | | | **257.9** | **209.0** | Note 1. Non-current assets excludes trade and other receivables, assets recognised from costs to obtain a contract, defined benefit pension plan surplus and deferred tax asset. Europe, Middle East and Africa includes United Kingdom non-current assets of $5.8 million (2020 $6.5 million). Americas includes United States non-current assets of $225.7 million (2020 $175.7 million). ### 4. Profit before tax The following items have been charged in arriving at profit before tax: | | Notes | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | | Employee benefit costs | 8 | **265.6** | 232.6 | | Costs of inventories recognised as an expense | | **87.8** | 82.6 | | Write-down of inventories to net realisable value | 18 | **0.8** | 1.6 | | Amortisation of intangible assets | 13 | **5.0** | 1.4 | | Depreciation of property, plant and equipment | 14 | **12.4** | 12.2 | | Depreciation of right-of-use assets | 15 | **7.9** | 8.4 | | Amortisation of assets recognised from costs to obtain a contract | 20 | **0.6** | 0.5 | | Expenses relating to short-term leases and leases of low-value assets | 25 | **0.7** | 0.3 | | Product development costs | | **113.3** | 103.1 | | Net foreign exchange loss | | **0.8** | 0.6 | Services provided to all of the operations of the Group by the auditor, Deloitte LLP, and its associates are analysed below. Deloitte LLP was appointed as the Group's auditor for the year ended 31 December 2021. Accordingly, comparative figures in the table below for the year ended 31 December 2020 are in respect of services provided by the Group's previous auditor, Ernst & Young LLP, and its associates. | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Audit fees** | | | | Parent Company | 0.7 | 0.5 | | Subsidiaries | 0.5 | 0.6 | | | **1.2** | **1.1** | | **Non-audit fees** | | | | Interim review | 0.1 | 0.1 | | **Total fees** | **1.3** | **1.2** | A description of the work of the Audit Committee is set out in the Audit Committee Report on pages 84 to 89 and includes an explanation of how auditor objectivity and independence is safeguarded when non-audit services are provided by the auditor. ### 5. Other adjusting items | | 2021 $ million | 2020 $ million | | --- | --- | --- | | R&D engineering plan | 1.2 | – | | Direct acquisition transaction costs | 1.9 | – | | Acquisition related performance payments | 0.6 | – | | Acquisition integration costs | 0.8 | – | | CEO strategic review | – | 3.1 | | | **4.5** | **3.1** | Spirent Communications plc Annual Report 2021 151 FINANCIAL STATEMENTS FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 5. Other adjusting items continued In 2021, the Group commenced implementation of a global R&D engineering plan which will rationalise the number of sites and extend our flexibility to serve our global customers, incurring $1.2 million of costs. This cost comprised employee severance and retention bonuses of $1.1 million and equipment purchases of $0.1 million. This plan will continue into 2022 and 2023. On 4 March 2021, the Group completed the acquisition of octoScope, Inc. Acquisition related performance payments of $0.6 million and $0.8 million in relation to post acquisition integration were incurred during 2021. The acquisition related performance payments to key employees of the former octoScope business are contingent on meeting revenue growth targets for 2021 and/or a continuing employment requirement and comprise $0.9 million in respect of retention bonuses partially offset by $0.3 million relating to a remeasurement of the contingent consideration liability. In addition, direct transaction related costs of $1.9 million were incurred comprising adviser fees. See note 33 for further details. In 2020, the Group incurred $3.1 million of costs associated with a strategic review, instigated by Spirent's new CEO, involving a number of initiatives designed to evolve the strategic direction of Spirent to maximise market opportunities by creating a more agile, customer-focused organisation. The programme concluded in 2020. The tax effect of other adjusting items is a credit of $1.1 million (2020 $0.6 million). There will be a total net cash outflow of $4.4 million in respect of other adjusting items charged in 2021, $3.5 million of which was in 2021 (2020 $3.1 million outflow with $2.6 million paid in 2020). The cash outflow in 2021 in respect of other adjusting items charged in 2020 was $0.5 million (2020 $0.5 million). The total cash outflow in respect of other adjusting items is reported within cash flows from operating activities in the consolidated cash flow statement. ### 6. Finance income | | Note | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | | Bank interest receivable | | 0.3 | 1.4 | | Net defined benefit pension plan interest | 9 | 0.3 | 0.2 | | | | 0.6 | 1.6 | ### 7. Finance costs | | Notes | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | | Lease liability interest | 25 | 1.1 | 1.4 | | Unwind of discount on contingent consideration | 33 | 0.1 | – | | Unwind of discount on provisions | 27 | – | 0.1 | | | | 1.2 | 1.5 | ### 8. Employees The average number of people employed by the Group during the year was: | | 2021 Number | 2020 Number | | --- | --- | --- | | Assembly | 371 | 332 | | Product development | 491 | 471 | | Selling and marketing | 505 | 475 | | Administration | 215 | 206 | | | 1,582 | 1,484 | Employee benefit costs were: | | Note | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | | Remuneration | | 231.0 | 203.8 | | Social security costs | | 19.4 | 15.6 | | Pension and other related costs | | 9.0 | 8.5 | | Expense of share-based payment | 31 | 6.2 | 4.7 | | | | 265.6 | 232.6 | Please refer to the Report on Directors' Remuneration on pages 90 to 118 and note 34 for disclosures relating to the emoluments, share incentives and pensions of the Directors. 152**Spirent Communications plc**^{}[] Annual Report 2021 ## 9. Pensions # Defined benefit plans # i) Characteristics and risks associated with the Plans The Group sponsors two funded defined benefit pension plans in the United Kingdom: the Spirent Communications plc Staff Pension & Life Assurance Plan ("Staff Plan") and the Spirent Communications plc Retirement Cash & Life Assurance Plan ("Cash Plan"). These plans are funded and have full UK HM Revenue & Customs ("HMRC") tax-exempt approval. Both schemes are administered by a Trustee board which is comprised of representatives from the employer, member nominated Trustees and an independent Trustee. The Trustee board operates in accordance with the Trust Deed and Rules of each Plan and acts in the interests of all of its members. - The Staff Plan is the Group's most significant plan, and it provides its members with retirement benefits based on their final salary and length of service. The Staff Plan is closed to new entrants. - The Cash Plan is primarily a defined contribution arrangement, although there are some legacy defined benefits ("Old Section") that have been valued for the purpose of these accounts in accordance with IAS 19 'Employee Benefits'. Members who left service before 1992 are entitled to a cash lump sum on retirement that is based on their salary and length of service. Members of the Old Section are entitled to defined contribution benefits, but with an underpin based on salary and length of service. The Cash Plan is closed to new entrants. There is also a UK unfunded plan, which consists of a contractual obligation for the Group to top up certain former employees' benefits whose salaries exceeded the statutory earnings cap. As with the vast majority of similar arrangements in the United Kingdom, the Group ultimately underwrites the risks relating to the defined benefit plans. These risks include investment risks and demographic risks, such as the chance of members living longer than expected. The Plans hold a significant proportion of their assets in equity. Strong future equity returns would be expected to reduce the Group's future cash contributions (and vice versa). Expected contributions to the defined benefit plans in 2022 are $7.3 million (£5.4 million), assuming self-sufficiency is not reached. This includes the contributions agreed with the funded plans' Trustees in accordance with UK legislation. The latest triennial actuarial valuation dated 31 March 2018 indicated a deficit of £22.5 million, calculated on a technical provisions basis using more prudent assumptions than the accounting valuation, particularly in relation to discount rate, inflation and demographic. Therefore, the Group has agreed to pay $6.7 million (£5.0 million) per annum into the Staff Plan, increasing in line with CPI, through to June 2023 (or earlier if self-sufficiency is reached) in order to clear the funding deficit. Additionally, the Group will fund the plan by an amount equal to 10 per cent of any special dividend paid amounting to $30 million or over during the period. The triennial actuarial valuation for March 2021 is yet to be finalised. If the contributions currently agreed are insufficient to pay the benefits due, the Group will need to make further contributions. The Group also operates an unfunded deferred compensation plan for employees in the United States. The plan enables participating employees to defer a portion of their salary and invest it in deemed investments, which are used to measure the gains or losses that are attributed to the deferral account over time. The plan has elements of a defined benefit pension retirement obligation and therefore is required to be valued in accordance with IAS 19. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 153 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 9. Pensions continued #### Defined benefit plans continued ##### ii) Amounts in the financial statements The assets and liabilities on the balance sheet are as follows: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Schemes in net asset position** | | | | UK defined benefit pension plan – Staff Plan | 35.8 | 11.2 | | UK defined benefit pension plan – Cash Plan | 2.0 | 1.8 | | | 37.8 | 13.0 | | **Schemes in net liability position** | | | | UK unfunded plan | (0.7) | (0.7) | | US deferred compensation plan | (6.6) | (5.7) | | | (7.3) | (6.4) | | **Net pension plan surplus on the balance sheet** | 30.5 | 6.6 | ##### a) The assets and liabilities in each plan | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Staff Plan** | | | | Quoted: | | | | - Equities | 78.9 | 62.7 | | - Government bonds | 5.0 | 5.1 | | - Corporate bonds | 8.4 | 8.6 | | Unquoted: | | | | - LDI funds | 55.4 | 58.8 | | - Cash benchmarked bonds | 125.6 | 137.7 | | - Insured annuities | 2.2 | 2.7 | | - Property | 1.9 | 5.1 | | - Cash and other | 40.4 | 35.5 | | Fair value of plan assets | 317.8 | 316.2 | | Present value of defined benefit pension plan obligations | (282.0) | (305.0) | | **Surplus in the plan** | 35.8 | 11.2 | | **Cash Plan** | | | | Quoted: | | | | - Equities | 6.5 | 5.6 | | - Government bonds | 3.9 | 4.1 | | Unquoted: | | | | - Insured annuities | 0.1 | 0.1 | | - Cash and other | 2.0 | 2.1 | | Fair value of plan assets | 12.5 | 11.9 | | Present value of defined benefit pension plan obligations | (10.5) | (10.1) | | **Surplus in the plan** | 2.0 | 1.8 | | Total net surplus recognised | 37.8 | 13.0 | | **Unfunded plan** | | | | Present value of unfunded obligations | (0.7) | (0.7) | | **Deferred compensation plan** | | | | Present value of deferred compensation obligations | (6.6) | (5.7) | | **Net pension plan surplus on the balance sheet** | 30.5 | 6.6 | Approximately 60 per cent of the Staff Plan's assets are held in a combination of LDI funds and cash benchmarked bonds. The objective of this allocation is to hedge against the plan's liabilities, provide protection against inflation risk and provide a level of investment returns in all market scenarios. 154**Spirent Communications plc**^{}[] Annual Report 2021 ## 9. Pensions continued ### Defined benefit plans continued #### ii) Amounts in the financial statements continued These funds have a wide investment remit and as such the investments of the funds may or may not be listed on recognised exchanges and markets and will be without restriction as to geographical, industrial or sectoral exposure. These funds may take both long and short positions and may utilise a broad range of derivatives. The funds' investments may include sub-investment grade securities, corporate debt securities, gilts, sale and repurchase agreements, loans, and emerging markets debt and currencies. The plans are prohibited from investing in Spirent's own financial instruments. The fair values of the quoted equity and debt instruments are determined based on quoted market prices in active markets whereas the fair values of the other assets are not. Unquoted investments are included at values provided by the fund managers and are generally valued using recent market data and external sources, with a hierarchy that follows the principles of IFRS 13 'Fair Value Measurement'. The Group has determined that it has an unconditional right to refund of surplus assets if the schemes are run off until the last member dies, on which basis IFRIC 14 does not cause any change in the balance sheet disclosures before tax. For the purposes of the following disclosures the Staff Plan and Cash Plan have been combined as the Cash Plan is immaterial to these financial statements. #### b) Analysis of the amounts charged/(credited) to the income statement | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Plan administration expenses | – | 0.4 | | Current service cost | 0.1 | 0.1 | | Past service cost | – | 0.3 | | **Amount charged to operating costs** | **0.1** | **0.8** | | Net interest on the net defined benefit pension surplus | (0.3) | (0.2) | | **Net (credit)/charge to the income statement** | **(0.2)** | **0.6** | #### c) Analysis of amount recognised directly in the statement of comprehensive income | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Re-measurement gain on plans' assets | 3.3 | 25.3 | | Actuarial (loss)/gain arising from experience | (2.7) | 1.7 | | Actuarial loss arising from the demographic assumptions | (1.0) | (0.8) | | Actuarial gain/(loss) arising from changes in financial assumptions | 13.9 | (31.5) | | **Re-measurement of the net defined benefit pension surplus** | **13.5** | **(5.3)** | #### d) Movements in the present value of funded defined benefit obligations | | 2021 $ million | 2020 $ million | | --- | --- | --- | | At 1 January | 315.1 | 279.5 | | Current service cost | 0.1 | 0.1 | | Past service cost | – | 0.3 | | Interest cost | 3.9 | 5.6 | | Benefit payments | (12.6) | (13.1) | | Actuarial loss/(gain) arising from experience | 2.7 | (1.7) | | Actuarial loss arising from the demographic assumptions | 1.0 | 0.8 | | Actuarial (gain)/loss arising from changes in financial assumptions | (13.9) | 31.5 | | Exchange adjustment | (3.8) | 12.1 | | **Present value of funded defined benefit pension plans' obligations** | **292.5** | **315.1** | FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 155 FINANCIAL STATEMENTS # Notes to the consolidated financial statements continued # 9. Pensions continued # Defined benefit plans continued # ii) Amounts in the financial statements continued # e) Movements in the fair value of plans' assets | | 2021 $ million | 2020 $ million | | --- | --- | --- | | At 1 January | 328.1 | 291.1 | | Interest income on plans' assets | 4.2 | 5.8 | | Employer contributions | 11.7 | 6.7 | | Benefit payments | (12.6) | (13.1) | | Plan administration expenses | – | (0.4) | | Re-measurement gain on plans' assets | 3.3 | 25.3 | | Exchange adjustment | (4.4) | 12.7 | | **Fair value of plans' assets** | **330.3** | **328.1** | # f) The key financial assumptions The assumptions used for both plans using a weighted average were as follows: | | 2021 % | 2020 % | | --- | --- | --- | | Inflation – RPI | 3.5 | 3.0 | | Inflation – CPI (pre-2030) | RPI less 1.0% pa | RPI less 0.8% pa | | Inflation – CPI (post-2030) | RPI less 0.1% pa | RPI less 0.8% pa | | Rate of increase in pensionable salaries | CPI | CPI | | Rate of increase for pensions in payment pre-2001 service | 3.8 | 3.5 | | Rate of increase for pensions in payment 2001 to 5 April 2005 service | 3.3 | 2.9 | | Rate of increase for pensions post-5 April 2005 service | 2.2 | 2.1 | | Rate of increase in deferred pensions | CPI | CPI | | Rate used to discount plan liabilities | 1.8 | 1.3 | The mortality assumptions are based on standard mortality tables which allow for future mortality improvements. The assumptions are such that a member currently aged 65 (2020 aged 65) will live on average for a further 22.2 years (2020 22.2 years) if they are male and for a further 24.6 years (2020 24.2 years) if they are female. For a member who retires in 2041 (2020 in 2040) at age 65 (2020 age 65), the assumptions are that they will live on average for a further 23.8 years (2020 23.5 years) after retirement if they are male and for a further 26.3 years (2020 25.7 years) after retirement if they are female. # iii) Amount, timing and uncertainty of future cash flows The approximate impact to past service liabilities of these changes to the main assumptions, which are considered reasonably possible, is as follows: - Reducing the discount rate by 0.1 per cent per annum would increase past service liabilities by $4.3 million (2020 $4.6 million). The impact is broadly linear. - Increasing RPI inflation by 0.1 per cent would increase the plans' liabilities by $1.6 million (2020 $1.8 million). The impact is broadly linear. - Increasing the life expectancy of a member by one year (by modifying the standard mortality tables using an appropriate scaling factor) would increase past service liabilities by $16.4 million (2020 $17.6 million). The accounting valuation of the funded UK defined benefit pension plans as at 31 December 2021 gave rise to a net surplus of $37.8 million. Future changes to the valuation assumptions noted above may cause material impacts to the pension liability calculations, for example, both the discount rate and RPI inflation experienced a change of 0.5 per cent between 2020 and 2021. There will also be an impact on the future service cost but given the small active population in these plans this is likely to be insignificant. The sensitivity analysis may not be representative of the actual change as the changes in assumptions may not occur in isolation. The liability has the following duration and maturity: | | 2021 | 2020 | | --- | --- | --- | | Weighted average duration of the defined benefit obligation (years) | 15 | 15 | | **Maturity analysis of benefit payments (non-discounted amounts) ($ million)** | | | | Maturity ≤ 1 year | 11.6 | 11.4 | | Maturity > 1 ≤ 5 years | 47.9 | 47.8 | | Maturity > 5 ≤ 10 years | 58.9 | 63.5 | | Maturity > 10 ≤ 20 years | 113.2 | 114.3 | | Maturity > 20 ≤ 30 years | 83.5 | 79.4 | | Maturity > 30 years | 60.3 | 57.2 | 156 Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## 9. Pensions continued ### Deferred compensation plan At 31 December 2021, the deferred compensation plan deficit amounted to $6.6 million (2020 $5.7 million). During the year, $0.2 million was charged to the income statement (2020 $0.2 million) and a re-measurement loss of $0.2 million (2020 $0.3 million) was recognised directly in the statement of other comprehensive income. The key financial assumptions include a discount rate used to discount plan liabilities of 2.6 per cent (2020 2.1 per cent) and an expected investment yield of 6.4 per cent (2020 6.4 per cent). There is no material impact in 2021 or 2020 of changing each of the key assumptions by 0.1 per cent, in isolation. ### Defined contribution plans #### United Kingdom The Group contributes towards defined contribution pension plans for employees in the United Kingdom. Employer contributions into these plans for 2021 were $1.4 million (2020 $1.1 million). #### United States The Group maintains a defined contribution pension plan for employees of its United States subsidiaries. This plan, also known as a 401(k) Plan, allows employees to defer a percentage of their salary for retirement. In aggregate, the Group's contributions to the US plan totalled $4.7 million for 2021 (2020 $4.3 million). There were no defined benefit plans in the United States in 2021 or 2020. #### Other jurisdictions Outside the United Kingdom and the United States, employees are provided with pension arrangements determined in accordance with approved local practice and regulations. These arrangements are defined contribution plans. Total employer contributions for 2021 in respect of these plans amounted to $1.7 million (2020 $1.4 million). Total employer contributions to defined contribution plans were $7.8 million (2020 $6.8 million). #### Directors' pension arrangements The pension arrangements of the Executive Directors are described in detail in the Report on Directors' Remuneration on pages 90 to 118. ## 10. Tax | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Tax charge in the income statement | | | | **Current income tax** | | | | UK tax | 0.4 | 1.7 | | Foreign tax | 10.1 | 10.2 | | Amounts overprovided in prior years | – | (0.6) | | Total current income tax charge | 10.5 | 11.3 | | **Deferred tax** | | | | Recognition of deferred tax assets | (1.9) | (0.2) | | Reversal of temporary differences | 5.1 | 0.9 | | Adjustments in respect of prior years | 0.7 | (0.6) | | Total deferred tax charge | 3.9 | 0.1 | | **Tax charge in the income statement** | 14.4 | 11.4 | The tax charge for the year ended 31 December 2021 was $14.4 million (2020 $11.4 million). This was after a prior year tax charge of $0.7 million and a tax credit on adjusting items of $3.3 million (2020 prior year credit of $1.2 million and tax credit on adjusting items of $1.5 million). Excluding the prior year and tax charge on adjusting items, the effective tax rate was 14.4 per cent (2020 13.6 per cent). Tax relating to items (credited)/charged to other comprehensive income or equity: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Deferred tax on share incentives | 0.2 | 0.5 | | Current tax on share incentives | (0.8) | (0.9) | | Tax credit on share incentives | (0.6) | (0.4) | | Deferred tax charge on defined benefit pension plan | 4.8 | – | | Current tax credit on defined benefit pension plan | – | (1.0) | | Deferred tax credit on deferred compensation plan | – | (0.1) | Spirent Communications plc Annual Report 2021 157 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 10. Tax continued #### Reconciliation of the total tax charge The tax charge in the income statement for the year is lower than the standard rate of corporation tax in the UK of 19.0 per cent (2020 19.0 per cent). The differences are reconciled below: | | Year ended 31 December 2021 | | | | --- | --- | --- | --- | | | Adjusted $ million | Adjusting $ million | Reported $ million | | Accounting profit before tax | 117.9 | (14.3) | 103.6 | | Accounting profit multiplied by the UK standard rate of corporation tax of 19.0 per cent | 22.4 | (2.7) | 19.7 | | Differences in overseas rates | 3.7 | (0.3) | 3.4 | | Non-taxable income | (0.8) | – | (0.8) | | Recognition of temporary differences previously not recognised for deferred tax | (1.9) | – | (1.9) | | Utilisation of temporary differences not previously recognised | (1.2) | – | (1.2) | | UK and US Research and Experimental tax credit | (2.4) | – | (2.4) | | Withholding tax | 1.2 | – | 1.2 | | Hong Kong income tax credit | (0.1) | – | (0.1) | | Permanent differences | (3.9) | (0.3) | (4.2) | | Tax underprovided in prior years | – | 0.7 | 0.7 | | **Total tax charge reported in the income statement** | **17.0** | **(2.6)** | **14.4** | | | Year ended 31 December 2020 | | | | --- | --- | --- | --- | | | Adjusted $ million | Adjusting $ million | Reported $ million | | Accounting profit before tax | 103.6 | (7.8) | 95.8 | | Accounting profit multiplied by the UK standard rate of corporation tax of 19.0 per cent | 19.7 | (1.5) | 18.2 | | Differences in overseas rates | 2.2 | – | 2.2 | | Non-taxable income | (1.1) | – | (1.1) | | Recognition of temporary differences previously not recognised for deferred tax | (0.2) | – | (0.2) | | Utilisation of temporary differences not previously recognised | (1.0) | – | (1.0) | | UK and US Research and Experimental tax credit | (2.1) | – | (2.1) | | Withholding tax | 1.1 | – | 1.1 | | Hong Kong income tax credit | (0.8) | – | (0.8) | | Permanent differences | (3.7) | – | (3.7) | | Tax overprovided in prior years | – | (1.2) | (1.2) | | **Total tax charge reported in the income statement** | **14.1** | **(2.7)** | **11.4** | The Group's tax rate is sensitive to the geographic mix of profits and reflects a combination of higher statutory tax rates in certain jurisdictions, and other regions with significantly lower statutory tax rates. Regional statutory tax rates range from a high of 32 per cent to a low of 15 per cent. The UK Patent Box deduction benefit of $2.1 million (2020 $2.2 million), US foreign-derived intangible income deduction of $1.6 million (2020 $1.6 million), Research and Experimental credits of $2.4 million (2020 $2.1 million) and other tax credits of $0.1 million (2020 $1.0 million) realised in Hong Kong bring down the rate but items such as state taxes and withholding tax increase the tax rate. 158**Spirent Communications plc**^{}[] Annual Report 2021 FINANCIAL STATEMENTS ## 11. Earnings per share ### Basic Earnings per share is calculated by dividing the profit for the year attributable to owners of the parent Company by the weighted average number of Ordinary Shares outstanding during the year. ### Diluted Diluted earnings per share is calculated by dividing the profit for the year attributable to owners of the parent Company by the weighted average number of Ordinary Shares outstanding during the year plus the weighted average number of Ordinary Shares that would be issued on the conversion of all dilutive potential Ordinary Shares into Ordinary Shares. | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Profit for the year attributable to owners of the parent Company** | **89.2** | 84.4 | | | **Number million** | Number million | | Weighted average number of Ordinary Shares in issue – basic | **608.2** | 609.7 | | Dilutive potential of employee share incentives | **5.3** | 6.1 | | Weighted average number of Ordinary Shares in issue – diluted | **613.5** | 615.8 | | | Cents | Cents | | --- | --- | --- | | **Earnings per share** | | | | Basic | **14.67** | 13.84 | | Diluted | **14.54** | 13.71 | ### Adjusted The Group is disclosing adjusted earnings per share attributable to owners of the parent Company in order to provide a measure to enable period-on-period comparisons to be made of its performance. The following items are excluded from adjusted earnings: - acquired intangible asset amortisation; - share-based payment; - other adjusting items; - tax effect on the above items; and - prior year tax (adjustments made to provisions in respect of prior years). A reconciliation is provided below: | | Notes | 2021 | | 2020 | | | --- | --- | --- | --- | --- | --- | | | | $ million | EPS (cents) | $ million | EPS (cents) | | **Profit for the year attributable to owners of the parent Company** | | **89.2** | **14.67** | 84.4 | 13.84 | | Acquired intangible asset amortisation | | **4.2** | | 0.5 | | | Share-based payment | 31 | **5.6** | | 4.2 | | | Other adjusting items | 5 | **4.5** | | 3.1 | | | Tax effect on the above items | 10 | **(3.3)** | | (1.5) | | | Prior year tax charge/(credit) | 10 | **0.7** | | (1.2) | | | **Adjusted basic** | | **100.9** | **16.59** | 89.5 | 14.68 | | **Adjusted diluted** | | | **16.45** | | 14.53 | There were no Ordinary Share transactions that occurred after 31 December that would have significantly changed the number of Ordinary Shares or potential Ordinary Shares outstanding at the period end if those transactions had occurred before the end of the reporting period in either year. Spirent Communications plc Annual Report 2021 159 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 12. Dividends paid and proposed | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Declared and paid in the year** | | | | **Equity dividend on Ordinary Shares** | | | | Final dividend 2020 of 3.87 cents (2.78 pence) per Ordinary Share (2019 3.45 cents (2.70 pence)) | 23.7 | 20.6 | | Special dividend 2020 of 7.50 cents (5.40 pence) per Ordinary Share (2019 nil) | 45.9 | – | | Interim dividend 2021 of 2.39 cents (1.72 pence) per Ordinary Share (2020 2.17 cents (1.67 pence)) | 14.5 | 13.0 | | | **84.1** | **33.6** | | **Proposed for approval at AGM (not recognised as a liability at 31 December)** | | | | **Equity dividend on Ordinary Shares** | | | | Final dividend 2021 of 4.37 cents (3.34 pence) per Ordinary Share (2020 3.87 cents (2.78 pence)) | 26.5 | 23.7 | | Special dividend 2020 of 7.50 cents (5.40 pence) per Ordinary Share (2019 nil) | – | 45.9 | | | **26.5** | **69.6** | The Directors are proposing a final dividend in respect of the financial year ended 31 December 2021 of 4.37 cents per Ordinary Share (3.34 pence) (2020 3.87 cents (2.78 pence)), which will absorb an estimated $26.5 million of shareholders' funds (2020 $23.7 million). The final dividend will be paid on 10 May 2022 to Ordinary shareholders who are on the Register of Members at close of business on 18 March 2022. Payment will be made to ADR holders on 17 May 2022. No liability is recorded in the financial statements in respect of these dividends. Dividends are determined in US Dollars and paid in Pound Sterling. The exchange rate for determining the amount of the final dividend to be paid for 2021 was $1.31: £1 (2020 $1.39: £1). Reconciliation of dividends charged to equity to cash flow statement: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Dividends charged to equity | 84.1 | 33.6 | | Hedge contracts relating to payment of dividends (cash flow statement) | (0.5) | – | | Dividends paid (cash flow statement) | **83.6** | **33.6** | ### 13. Intangible assets | | Note | Goodwill | Customer lists | Current technology | Brand names | Other | Licences | $ million Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | **Cost, net of accumulated amortisation and impairment losses** | | | | | | | | | | **At 1 January 2020** | | | | | | | | | | | | 157.1 | – | 1.3 | – | – | 1.9 | 160.3 | | Additions | | – | – | – | – | – | 0.5 | 0.5 | | Amortisation for the year | | – | – | (0.5) | – | – | (0.9) | (1.4) | | Exchange adjustment | | 0.4 | – | 0.1 | – | – | – | 0.5 | | **At 1 January 2021** | | | | | | | | | | | | 157.5 | – | 0.9 | – | – | 1.5 | 159.9 | | Acquisitions | 33 | 26.6 | 6.7 | 19.8 | 0.3 | – | – | 53.4 | | Amortisation for the year | | – | (0.9) | (3.2) | (0.1) | – | (0.8) | (5.0) | | Exchange adjustment | | (0.1) | – | – | – | – | – | (0.1) | | **At 31 December 2021** | | | | | | | | | | | | 184.0 | 5.8 | 17.5 | 0.2 | – | 0.7 | 208.2 | | **At 31 December 2020** | | | | | | | | | | Cost (gross carrying amount) | | 596.2 | 16.9 | 37.4 | 2.3 | 3.6 | 14.4 | 670.8 | | Amortisation and accumulated impairment losses | | (438.7) | (16.9) | (36.5) | (2.3) | (3.6) | (12.9) | (510.9) | | **Net carrying amount** | | **157.5** | **–** | **0.9** | **–** | **–** | **1.5** | **159.9** | | **At 31 December 2021** | | | | | | | | | | Cost (gross carrying amount) | | 622.5 | 23.7 | 57.0 | 2.6 | 3.6 | 14.4 | 723.8 | | Amortisation and accumulated impairment losses | | (438.5) | (17.9) | (39.5) | (2.4) | (3.6) | (13.7) | (515.6) | | **Net carrying amount** | | **184.0** | **5.8** | **17.5** | **0.2** | **–** | **0.7** | **208.2** | 160 Spirent Communications plc Annual Report 2021 ### 13. Intangible assets continued Goodwill is allocated at acquisition to the cash-generating units (CGUs) that are expected to benefit from that business combination. The Group identifies CGUs at the lowest level at which cash flows are largely independent of other cash flows. With effect from 1 January 2021, the Connected Devices operating segment was combined with the Lifecycle Service Assurance operating segment. The Group's revised reported operating segments are Lifecycle Service Assurance and Networks & Security (see note 3 for further details). The latest management approved budget and strategic plans have been prepared based on the revised operating segments. Given this, with effect from 1 January 2021, the CGUs have changed to align with the reported operating segments and the goodwill attributed to Connected Devices has been combined with the Lifecycle Service Assurance goodwill. Goodwill has been allocated to two CGUs, which align with the reportable operating segments, as follows: | | 2021 $ million | | --- | --- | | Lifecycle Service Assurance | 110.3 | | Networks & Security | 73.7 | | | 184.0 | In 2020, goodwill was allocated to three CGUs, as follows: | | 2020 $ million | | --- | --- | | Networks & Security | 73.8 | | Lifecycle Service Assurance | 37.6 | | Connected Devices | 46.1 | | | 157.5 | #### Annual impairment test The Group has an annual impairment testing date of 30 November. The key assumptions used in the value in use calculations were: - revenue growth rates; - gross margin; - operating expenses; - discount rate; and - growth rate used to extrapolate cash flows beyond the five-year period covered by management's projections. The cash flows are derived from the most recent financial budgets for the next financial year, as approved by management, and the Group's three-year strategic plan. Cash flows in years four and five are extrapolated based on long range plans. Cash flows in subsequent years have been extrapolated using a steady 2.5 per cent for all CGUs (2020 2.5 per cent for all CGUs), which management estimates to be the approximate average long-term growth rate for the industries in which these units operate. Fundamentally, this long-term growth is based on a proxy for global long-term inflation taking into consideration more developed and developing markets. The growth rates used in the value in use calculations are set at the same level for each CGU as all the CGUs operate within similar markets which share the same growth drivers and characteristics. The discount rates incorporate the specific risks relating to each CGU. The discount rate applied to the cash flows is based on the weighted average cost of capital of comparable companies by taking the risk free rate for 30-year government bonds and making an adjustment to reflect the increased risk of investing in equities. In making this adjustment, the inputs required are the equity market risk premium, beta, and the risk adjustment applied to reflect the systematic risk of Spirent and the specific CGUs, taking into account factors such as size and the territories in which each CGU operates. The cash flows have been discounted using the following pre-tax discount rates: | | 2021 % | | --- | --- | | Lifecycle Service Assurance | 11.3 | | Networks & Security | 10.6 | FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 161 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued 13. Intangible assets continued Annual impairment test continued 2020 % Networks & Security 11.8 Lifecycle Service Assurance 12.1 Connected Devices 11.5 For Spirent the key factor in relation to the cash flow forecasts is the ability to forecast revenue. All CGUs operate in the data technology market and generate a high gross profit (gross margin); consequently changes in revenue can have a significant impact on the operating profit and cash flows. Revenue growth rates used in the projections are based on management’s estimate of growth in the markets served and take into account historical levels of growth, expected future developments in products and technology, industry forecasts and macro-economic conditions in the territories in which the CGUs operate. Gross margin and operating expenses are based on historical values adjusted for the effect of revenue growth, changes in product mix, expectations of investment and cost reduction actions committed prior to the impairment testing date. Management expects revenue growth in the forecast period at Lifecycle Service Assurance from the delivery of a leading active assurance platform for 5G and next-generation service assurance, as well as the automation of critical test activities and leverage of existing product offerings. The Lumos legacy business is continuing to drop in the near term and is being replaced by growth in new Ethernet products supported by investment in product development, particularly in virtualisation, automation and 5G. Revenue is expected to grow at the newly combined Connected Devices business, driven by device lab test 5G expansion, network emulator partnerships and managed solutions live network test growth. It is expected that the segmental change will accelerate and simplify the ability to offer 5G E2E test beds and enable a more integrated set of user experience assurance solutions. Management expects gross margin improvement as a result of product mix shifting to more software solutions and services. The individual business units in Lifecycle Service Assurance are expected to work together to deliver the three-year plan to meet changes in customer needs and the competitive landscape. At Networks & Security, Cloud and IP is expected to maintain its leadership position in high-speed Ethernet and this together with optimised 400G volumes, growth in network virtualisation and emerging technologies, is expected to drive earnings. Further growth in Networks & Security is expected at Positioning as the business benefits from the needs of developers and integrators of positioning, navigation and timing devices and of applications such as connected and autonomous vehicles. Management expects that the security business will benefit in the longer term from the move to a subscription-based model together with expansion in the Cloud-native security market. Cybersecurity is expected to benefit from synergies with Positioning and continued expansion in complementary solutions with Cloud and IP. The recoverable amount of each CGU was calculated on a value in use basis and was in excess of its carrying value. Consequently, no impairment has been recognised. The impairment conclusion would have been the same if the re-organisation had not occurred. Sensitivity to changes in key assumptions The Directors believe that no reasonable possible change in any of the key assumptions used, in isolation, would cause the value in use of the Lifecycle Service Assurance or Networks & Security CGUs to fall below the carrying value. Other intangible assets There was no impairment charge in respect of the other intangible assets in either 2021 or 2020. 162 Spirent Communications plc Annual Report 2021 #### 14. Property, plant and equipment | | Note | Land and buildings | Plant and machinery | Fixtures, fittings and equipment | $ million Total | | --- | --- | --- | --- | --- | --- | | **Cost, net of accumulated depreciation and accumulated impairment** | | | | | | | **At 1 January 2020** | | | | | | | Additions – owned assets | | 9.5 | 13.9 | 6.1 | 29.5 | | Disposals | | 0.2 | 7.4 | 1.9 | 9.5 | | Depreciation charge for the year | | – | (1.1) | – | (1.1) | | Exchange adjustment | | (2.4) | (7.2) | (2.6) | (12.2) | | | | – | 0.1 | – | 0.1 | | **At 1 January 2021** | | | | | | | Acquisitions | 33 | 7.3 | 13.1 | 5.4 | 25.8 | | Additions – owned assets | | – | 0.6 | 0.2 | 0.8 | | Disposals | | 0.8 | 7.7 | 1.7 | 10.2 | | Inter-class transfers | | (0.1) | (0.5) | – | (0.6) | | Depreciation charge for the year | | 0.2 | (0.3) | 0.1 | – | | Exchange adjustment | | (2.4) | (7.5) | (2.5) | (12.4) | | | | (0.1) | (0.1) | 0.1 | (0.1) | | **At 31 December 2021** | | | | | | | | | 5.7 | 13.0 | 5.0 | 23.7 | | **At 31 December 2020** | | | | | | | Cost | | 24.0 | 85.0 | 44.7 | 153.7 | | Accumulated depreciation and accumulated impairment | | (16.7) | (71.9) | (39.3) | (127.9) | | | | 7.3 | 13.1 | 5.4 | 25.8 | | **Net carrying amount** | | | | | | | **At 31 December 2021** | | | | | | | Cost | | 23.0 | 86.6 | 45.4 | 155.0 | | Accumulated depreciation and accumulated impairment | | (17.3) | (73.6) | (40.4) | (131.3) | | | | 5.7 | 13.0 | 5.0 | 23.7 | | **Net carrying amount** | | | | | | FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 163 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 15. Leases Right-of-use assets (Group as a lessee) | | Note | $ million | | | | --- | --- | --- | --- | --- | | | | Land and buildings | Motor vehicles | Total | | **Cost, net of accumulated depreciation and accumulated impairment** | | | | | | **At 1 January 2020** | | | | | | Additions | | 25.7 | 0.3 | 26.0 | | Re-measurement | | 3.8 | 0.1 | 3.9 | | Depreciation charge for the year | | 1.5 | – | 1.5 | | Exchange adjustment | | (8.3) | (0.1) | (8.4) | | | | 0.3 | – | 0.3 | | **At 1 January 2021** | | | | | | Acquisitions | 33 | **23.0** | **0.3** | **23.3** | | Additions | | **1.2** | – | **1.2** | | Re-measurement | | **3.2** | **0.1** | **3.3** | | Depreciation charge for the year | | **6.3** | – | **6.3** | | Exchange adjustment | | **(7.7)** | **(0.2)** | **(7.9)** | | | | **(0.2)** | – | **(0.2)** | | **At 31 December 2021** | | | | | | | | **25.8** | **0.2** | **26.0** | | **At 31 December 2020** | | | | | | Cost | | 71.5 | 0.4 | 71.9 | | Accumulated depreciation and accumulated impairment | | (48.5) | (0.1) | (48.6) | | | | 23.0 | 0.3 | 23.3 | | **Net carrying amount** | | | | | | | | **23.0** | **0.3** | **23.3** | | **At 31 December 2021** | | | | | | Cost | | **65.3** | **0.5** | **65.8** | | Accumulated depreciation and accumulated impairment | | **(39.5)** | **(0.3)** | **(39.8)** | | | | **(39.5)** | **(0.3)** | **(39.8)** | | **Net carrying amount** | | | | | | | | **25.8** | **0.2** | **26.0** | The related lease liabilities are disclosed in note 25. #### Finance lease receivables (Group as a lessor) The Group subleases an office building that it leased in 2015. The Group has classified the sublease as a finance lease, because the sublease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset to the sub lessee. The following table sets out a maturity analysis of lease receivables, showing the undiscounted lease payments to be received after the reporting date. | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Maturity analysis – contractual undiscounted cash flows** | | | | Less than one year | **0.6** | 0.6 | | One to two years | **0.6** | 0.6 | | Two to three years | **0.2** | 0.6 | | Three to four years | – | 0.1 | | **Total undiscounted lease payments receivable** | **1.4** | 1.9 | | Unearned finance income | – | – | | **Net investment in the lease** | **1.4** | 1.9 | During the year, $0.5 million (2020 $0.5 million) was received in respect of finance leases. The net investment in the lease has been included within trade and other receivables (note 19), as follows: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Current | **0.6** | 0.6 | | Non-current | **0.8** | 1.3 | | | **1.4** | 1.9 | 164**Spirent Communications plc**^{}[] Annual Report 2021 ## 16. Capital commitments The Group had capital commitments in relation to additions of property, plant and equipment of $0.3 million at 31 December 2021 (31 December 2020 $1.0 million). ## 17. Subsidiaries A list of subsidiaries, including the name, country of incorporation and proportion of ownership interest, is given on pages 200 and 201 of these financial statements. ## 18. Inventories | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Raw materials | 8.2 | 4.9 | | Work in progress | 0.5 | 1.0 | | Finished goods | 17.3 | 16.4 | | | **26.0** | **22.3** | An expense of $0.8 million (2020 $1.6 million) has been charged to the income statement in the year for inventory write-downs. There were no reversals of prior period inventory write-downs (2020 nil). No inventories are carried at fair value less costs to sell (2020 nil). ## 19. Trade and other receivables | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Non-current** | | | | Other receivables | 5.8 | 6.0 | | Prepayments | 1.8 | 0.8 | | | **7.6** | **6.8** | | **Current** | | | | Trade receivables | 149.2 | 118.4 | | Other receivables | 3.8 | 4.9 | | Prepayments | 11.1 | 9.0 | | | **164.1** | **132.3** | | | **171.7** | **139.1** | The trade receivables are stated net of an allowance for expected credit losses. The movement in the allowance was as follows: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **At 1 January** | **2.7** | **1.4** | | Charge for the year | 0.6 | 1.8 | | Released in the year | (2.6) | (0.5) | | **At 31 December** | **0.7** | **2.7** | The Directors consider that the carrying amount of trade and other receivables approximates their fair value. $0.8 million (2020 $1.3 million) of the non-current other receivables balance relates to the net investment in the lease (note 15). The majority of the remaining balance relates to corporate-owned life insurance. The Group has no significant concentration of credit risk attributable to its trade receivables as the exposure is spread over a large number of customers. ### Other financial assets – current | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Other financial assets | 0.1 | 0.2 | Other financial assets comprise forward foreign currency exchange contracts. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 165 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 20. Assets recognised from costs to obtain a contract | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Non-current | 0.8 | 0.3 | | Current | 1.1 | 0.6 | | | 1.9 | 0.9 | These assets relate to capitalised incremental costs to obtain a contract, being sales commissions, arising on contracts with customers of over one year in length. During the year, amortisation of $0.6 million was charged to the income statement (2020 $0.5 million). No assets were impaired or derecognised during the current year or prior year. ### 21. Cash and cash equivalents | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Cash at bank and in hand | 93.7 | 95.7 | | Short-term bank deposits | 81.1 | 145.5 | | | 174.8 | 241.2 | Cash at bank and in hand earns interest at floating interest rates. Of the total cash and cash equivalents balance, $81.1 million (2020 $145.5 million) is callable at notice of three months or less at the date of investment. Short-term bank deposits are made for varying periods of between one day and three months depending on the cash requirements of the Group and earn interest at the short-term deposit rates appropriate for the term of the deposit and currency. In 2020, short-term bank deposits included $32.0 million in respect of shares in money market funds. At the end of 2021, the currency split of cash and cash equivalents was US Dollar 80 per cent (2020 86 per cent), Pound Sterling 9 per cent (2020 6 per cent) and other currencies 11 per cent (2020 8 per cent). For the purposes of the cash flow statement, cash and cash equivalents comprise the above amounts. ### 22. Trade and other payables | | Note | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | | **Current** | | | | | Trade payables | | 12.9 | 9.4 | | Other taxes and social security costs | | 7.1 | 5.6 | | Other payables | | 0.4 | 0.8 | | Accruals | | 65.8 | 56.2 | | Government grants | 23 | 1.4 | 1.6 | | | | 87.6 | 73.6 | | **Non-current** | | | | | Other payables | | 0.4 | 0.8 | | Government grants | 23 | – | 0.2 | | | | 0.4 | 1.0 | | | | 88 | 74.6 | Trade payables are non-interest bearing and are normally settled on 30 to 60-day terms. Other payables are non-interest bearing. The Directors consider that the carrying amount of trade payables and other payables approximates their fair value. 166**Spirent Communications plc**^{}[] Annual Report 2021 ### 23. Government grants The following government grants are included within trade and other payables: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **At 1 January** | **1.8** | 2.0 | | Received during the year | 0.2 | 0.5 | | Released to the income statement | (0.6) | (0.7) | | **At 31 December** | **1.4** | 1.8 | | | | | | | 2021 $ million | 2020 $ million | | Current | 1.4 | 1.6 | | Non-current | – | 0.2 | | | **1.4** | 1.8 | Government grants have been received to accelerate and support research and development in the vulnerability of global navigation satellite systems and other high technology projects. ### 24. Contract balances The following table provides information about receivables and contract liabilities from contracts with customers. The Group does not have any contract assets. | | Note | 2021 $ million | 2020 $ million | 2019 $ million | | --- | --- | --- | --- | --- | | Trade receivables | 19 | **149.2** | 118.4 | 128.7 | | **Contract liabilities** | | | | | | **Current** | | | | | | Payments received on account | | **4.5** | 2.4 | 2.3 | | Deferred income | | **67.6** | 62.7 | 53.2 | | | | **72.1** | 65.1 | 55.5 | | **Non-current** | | | | | | Deferred income | | **27.5** | 18.8 | 13.6 | | Total contract liabilities | | **99.6** | 83.9 | 69.1 | | Revenue recognised in the period from amounts included in contract liabilities at the beginning of the period | | **65.1** | 55.5 | 56.2 | There was no revenue recognised in 2021, 2020, or 2019 from performance obligations satisfied in previous periods. The timing of revenue recognition, invoicing and cash collections results in trade receivables, deferred income and advance customer payments received on account on the balance sheet. The increase in deferred income in 2021 is due to the year-on-year increase in support contracts which are typically invoiced in advance. The Group receives payments from customers based on a billing schedule, as established in the contract. Trade receivables are recognised when the right to consideration becomes unconditional. Contract liabilities are recognised as revenue as (or when) the Group performs under the contract. The Group also recognises incremental costs incurred to obtain a contract as an asset if it expects to recover those costs. Such costs are presented in the balance sheet as assets recognised from costs to obtain a contract and disclosed in note 20. #### Expected realisation of remaining performance obligations at year end The Group applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 167 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 24. Contract balances continued #### Expected realisation of remaining performance obligations at year end continued For contracts that exceed one year, deferred income that relates to unsatisfied or partially satisfied performance obligations at year end is expected to be recognised as revenue in the future as follows: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Within one year | 22.2 | 15.5 | | Greater than one year | 27.5 | 18.8 | | | **49.7** | **34.3** | The above information represents the revenue the Group will recognise when it satisfies the remaining performance obligations in the contracts. The amounts presented do not include orders for which neither party has performed. Revenue from the sale of hardware and software generally arises from contracts less than one year in length. Consequently, the above amounts predominantly relate to the sale of maintenance and support services. Virtually all of the revenue will be recognised within three years. The Group provides standard warranties on its products and services. The nature of these warranties is considered to provide customers with assurance that the related product or service will function as intended in accordance with the agreed specification, and does not contain or imply any additional service obligation to the customer. Warranty obligations are estimated and recognised as liabilities based on the probable outflow of resources. ### 25. Lease liabilities Total lease liabilities included in the balance sheet at 31 December: | | Note | Land and buildings | Motor vehicles | $ million Total | | --- | --- | --- | --- | --- | | **At 1 January 2020** | | 32.7 | 0.3 | 33.0 | | Additions | | 3.6 | 0.1 | 3.7 | | Re-measurement | | 1.5 | – | 1.5 | | Repayments | | (11.5) | (0.1) | (11.6) | | Interest | | 1.4 | – | 1.4 | | Exchange adjustment | | 0.2 | – | 0.2 | | **At 1 January 2021** | | **27.9** | **0.3** | **28.2** | | Acquisitions | 33 | 1.2 | – | 1.2 | | Additions | | 3.1 | 0.1 | 3.2 | | Re-measurement | | 6.3 | – | 6.3 | | Repayments | | (9.8) | (0.2) | (10.0) | | Interest | | 1.1 | – | 1.1 | | Exchange adjustment | | (0.2) | – | (0.2) | | **At 31 December 2021** | | **29.6** | **0.2** | **29.8** | | | | | **2021 $ million** | **2020 $ million** | | Current | | | 8.4 | 8.2 | | Non-current | | | 21.4 | 20.0 | | | | | **29.8** | **28.2** | $1.4 million (2020 $1.8 million) of the lease liability included in the balance sheet relates to a building the Group subleases; see note 15 for further details. | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Maturity analysis – contractual undiscounted cash flows** | | | | Less than one year | 9.4 | 9.2 | | One to five years | 19.8 | 17.6 | | More than five years | 3.3 | 3.9 | | **Total undiscounted lease liabilities at 31 December** | **32.5** | **30.7** | 168**Spirent Communications plc**^{}[] Annual Report 2021 25. Lease liabilities continued 2021 2020 Note $ million $ million Amounts recognised in the income statement Interest on lease liabilities 7 1.1 1.4 Expenses relating to short-term leases 0.3 0.1 Expenses relating to leases of low-value assets, excluding leases of short-term low-value assets 0.4 0.2 Amounts recognised in the cash flow statement Lease liability principal repayment 8.9 10.2 Lease liability interest paid 1.1 1.4 Cash payments of $0.7 million (2020 $0.3 million) relating to short-term leases and leases of low-value assets are classified within cash flows from operating activities in the consolidated cash flow statement. Extension options Some leases of buildings contain extension options exercisable by the Group before the end of the non-cancellable contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not the lessors. The Group assesses at lease commencement whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. | | | | | | | 2021 | | | | | | | 2020 | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | $ million | | | | | | | $ million | | FINANCIAL STATEMENTS | | | | Potential future lease | | | | | | | Potential future lease | | | | | | | Lease liabilities | | payments not included | | | | | Lease liabilities | | payments not included | | | | | | | | recognised | | in lease liabilities | | | | | recognised | | in lease liabilities | | | | | | | (discounted) | | | (discounted) | | | | (discounted) | | | (discounted) | | | | Buildings 4.6 22.4 4.4 20.7 26. Deferred tax The movements in the deferred tax assets/(liabilities) are as follows: $ million Temporary Tax Tax UK pension Note differences losses credits plans Total At 1 January 2020 15.9 4.9 3.7 (2.1) 22.4 Charged/(credited) in the year 10 1.9 (1.6) (0.2) (0.2) (0.1) Deferred tax on deferred compensation plan 10 0.1 – – – 0.1 Deferred tax on share incentives recognised in equity 10 (0.5) – – – (0.5) Exchange adjustment (0.1) – – (0.1) (0.2) At 1 January 2021 17.3 3.3 3.5 (2.4) 21.7 Acquisitions 33 (2.4) – – – (2.4) Charged/(credited) in the year 10 (2.6) 0.2 0.7 (2.2) (3.9) Deferred tax on defined benefit pension plan 10 – – – (4.8) (4.8) Deferred tax on share incentives recognised in equity 10 (0.2) – – – (0.2) Exchange adjustment 0.1 0.1 – – 0.2 At 31 December 2021 12.2 3.6 4.2 (9.4) 10.6 Amounts on the balance sheet: At 31 December 2020 Deferred tax asset 17.3 2.9 3.5 – 23.7 Deferred tax liability – 0.4 – (2.4) (2.0) 17.3 3.3 3.5 (2.4) 21.7 At 31 December 2021 Deferred tax asset 10.8 3.6 4.2 – 18.6 Deferred tax liability 1.4 – – (9.4) (8.0) 12.2 3.6 4.2 (9.4) 10.6 169Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 26. Deferred tax continued A net deferred tax asset of $10.6 million has been recognised at 31 December 2021 (2020 $21.7 million). $15.0 million is in the United States (2020 $20.0 million), $1.4 million is in France (2020 $1.5 million), and $2.2 million is in the rest of the world (2020 $2.2 million), offset by a net liability of $8.0 million in the United Kingdom (2020 $2.0 million net liability). The deferred tax asset includes $3.3 million (2020 $2.9 million) in respect of the tax deduction which may be available on the future exercise of share incentives, $5.8 million (2020 $6.0 million) in respect of the future tax deduction on provisions and $7.8 million (2020 $6.2 million) in respect of the future tax deduction on the deferral of compensation. These amounts are presented within temporary differences. The Group has tax losses arising in the United Kingdom of $32.0 million (2020 $37.0 million) and at the State level in the United States of $2.6 million (2020 $2.6 million), which are available for offset against suitable future taxable profits. The United States tax losses can be carried forward until 2035. Additionally, there are short-term timing differences in the United Kingdom of $2.7 million (2020 $2.7 million), and the rest of the world of $7.6 million (2020 $6.7 million), Scientific Research and Experimental qualifying expenditure in Canada of $6.0 million (2020 $6.0 million) and tax credits at the State level in the United States and the rest of the world of $1.8 million and $1.4 million, respectively (2020 $3.7 million and $1.3 million). A deferred tax asset has not been recognised in respect of these items as their future recovery is uncertain. The Group has capital losses carried forward of $1,109.9 million (2020 $1,124.9 million) for which no deferred tax asset has been recognised on the balance sheet. This change is due to foreign exchange movements. These capital losses have no expiry date. The temporary difference associated with investments in the Group's subsidiaries for which a deferred tax liability has not been recognised in the periods presented are $239.0 million in aggregate (2020 $266.0 million). The Group does not expect a significant amount of the undistributed profits to be distributed in the foreseeable future but has recognised a deferred tax liability of $0.1 million (2020 $0.5 million) on the expected distribution of $2.3 million (2020 $2.6 million) of earnings from its China subsidiary, nil (2020 $3.3 million) of earnings from its India subsidiary, nil (2020 $0.1 million) from its Taiwan subsidiary and $0.2 million (2020 $0.2 million) from its Korea subsidiary. #### Changes in tax rates The Group's future tax charge, and the effective tax rate, could be affected by several factors including tax reform in countries around the world and the geographical mix of profits. Following the enactment of the United Kingdom Finance Bill 2021, the main corporation tax rate is set to increase to 25 per cent from 1 April 2023. As such, the United Kingdom temporary differences have been recognised at the rate at which the temporary differences are expected to unwind. ### 27. Provisions | | $ million | | | | | --- | --- | --- | --- | --- | | | Lease provisions | Restructuring provisions | Other provisions | Total | | **At 1 January 2020** | 3.6 | 0.4 | 4.2 | 8.2 | | Charged in the year | 0.1 | 1.3 | 1.1 | 2.5 | | Asset retirement obligation | 0.2 | – | – | 0.2 | | Released in the year | (0.1) | – | (0.1) | (0.2) | | Utilised in the year | (0.3) | (0.9) | (0.1) | (1.3) | | Unwind of discount | 0.1 | – | – | 0.1 | | Exchange difference | 0.1 | – | 0.2 | 0.3 | | **At 1 January 2021** | **3.7** | **0.8** | **5.3** | **9.8** | | Charged in the year | – | 0.5 | 0.6 | 1.1 | | Asset retirement obligation | 0.1 | – | – | 0.1 | | Released in the year | (0.2) | (0.2) | (1.4) | (1.8) | | Utilised in the year | (0.1) | (1.0) | (0.1) | (1.2) | | Exchange difference | – | 0.1 | (0.2) | (0.1) | | **At 31 December 2021** | **3.5** | **0.2** | **4.2** | **7.9** | 170**Spirent Communications plc**^{}[] Annual Report 2021 ## 27. Provisions continued | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Current | 5.4 | 6.2 | | Non-current | 2.5 | 3.6 | | | **7.9** | **9.8** | The lease provisions are for the continuing obligations under leases in respect of property dilapidation and reinstatement provisions. Where material, lease obligations are discounted. The Group expects these provisions to be utilised over one to nine years. Other provisions comprise environmental provisions related to property disposed of, provisions relating to legal claims and a provision relating to a Notice of Recovery received from French Customs, discussed below. The Group expects these provisions to be utilised in less than one year. In 2018, the Group made a provision for $8.9 million following the receipt of a Notice of Recovery from the Direction Générale des Douanes et Droits Indirects (French Customs) in relation to the valuation and classification of duty on certain imports into France. This dispute commenced with enquiries in 2011. During the period in question, Spirent adopted a duty tariff based on World Customs Organization guidelines which conflicted with European Union regulation. In 2019, the Group paid $6.5 million in relation to this claim, of which $2.3 million was later recovered. The import regulations changed on 1 January 2017 and no liability exists after that date. Spirent has provided for the liability up until the date of the change, which encompasses the period covered by the Notice of Recovery. The amount of the remaining provision includes uncertainties with regard not only to the legitimacy of the basis of the claim made by the French authorities, but also in relation to the period in question, the appropriate tariff classification, the recoverability of import VAT, and the population and valuation of goods potentially subject to duty. The Group strongly refutes the basis of the claim paid under the Notice of Recovery and has reserved the right to challenge that basis in the courts at a future date. ## 28. Financial instruments and financial risk management The main purpose of the Group's financial instruments, other than trade and receivables, trade and other payables, contractual provisions and lease liabilities, is to fund the Group's liquidity requirements. The Group's financial assets and liabilities are as follows: | | Measurement category under IFRS 9 | Notes | 2021 $ million | 2020 $ million | | --- | --- | --- | --- | --- | | Non-current trade and other receivables^{1} | Financial assets at amortised cost | 19 | **5.8** | 6.0 | | Cash and cash equivalents | Financial assets at amortised cost | 21 | **174.8** | 241.2 | | Current trade and other receivables | Financial assets at amortised cost | 19 | **153.0** | 123.3 | | Current other financial assets^{2} | Derivatives designated at FVTPL | 19 | **0.1** | 0.2 | | **Financial assets** | | | **333.7** | 370.7 | | Non-current other payables excluding government grants | Financial liabilities at amortised cost | 22 | **0.4** | 0.8 | | Current trade payables, other payables and accruals | Financial liabilities at amortised cost | 22 | **79.1** | 66.4 | | Lease liabilities, current and non-current | Financial liabilities at amortised cost | 25 | **29.8** | 28.2 | | Contractual provisions | Financial liabilities at amortised cost | 27 | **3.5** | 3.7 | | **Financial liabilities** | | | **112.8** | 99.1 | Notes 1. Includes $4.0 million (2020 $3.6 million) in relation to corporate owned life insurance that is designated as financial assets at fair value through profit or loss. 2. Relates to forward foreign currency exchange contracts. The Group enters into derivative transactions, forward foreign currency exchange contracts, for the management of the Group's foreign currency exposures when deemed appropriate. The key objective of the Group's treasury department is to manage the financial risks of the business and to ensure that sufficient liquidity is available to the Group. All treasury activity operates within a formal control framework. The Board has approved treasury policies and guidelines and periodically reviews treasury activities. Additionally, it is the Group's policy that speculative treasury transactions are expressly forbidden. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 171 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 28. Financial instruments and financial risk management continued #### a) Market risk The main types of market risk that affect the Group are interest rate risk and exchange rate risk. ##### Interest rate risk The Group has external debt in relation to its lease liabilities (note 25) but has limited exposure to interest rate risk as the incremental borrowing rate used to discount these lease liabilities is fixed at the lease commencement date. The Group's excess funds are principally held in the United Kingdom and the United States and invested in on-demand or short-term bank deposits. It therefore has some exposure to interest rate risk arising on changes in Pound Sterling and US Dollar interest rates. Cash and cash equivalents and forward foreign currency exchange contracts are the Group's financial instruments which are exposed to interest rate risk. Short-term bank deposits and forward foreign currency exchange contracts mature within three months. The financial instruments bear the following interest rates: | | Note | 2021 | | 2020 | | | --- | --- | --- | --- | --- | --- | | | | Effective interest rate % | $ million | Effective interest rate % | $ million | | **Floating rate** | | | | | | | Cash at bank | 21 | | 93.7 | | 95.7 | | **Fixed rate** | | | | | | | Fixed deposits | 21 | 0.29 | 81.1 | 0.37 | 145.5 | Interest rates on financial instruments classified as fixed rate are fixed until the maturity of the instrument. All fixed rate deposits mature within three months after which date they will be exposed to floating rates of interest. Interest receivable for the year (note 6) was $0.3 million (2020 $1.4 million) and is under the effective interest method. The other financial instruments of the Group that are not included in the above table are non-interest bearing and are therefore not subject to interest rate risk. A movement of 25 basis points in interest rates based on levels of investment at 31 December 2021 would increase or reduce interest income and equity by $0.3 million (2020 $0.4 million). ##### Exchange rate risk Currency exposures arise from trading transactions undertaken by the Group in foreign currencies and on the translation of the operating results and net assets of overseas subsidiaries. The Group has the majority of its operations in the United States and presents its consolidated financial statements in US Dollars. The parent Company's functional currency is Pound Sterling and its share capital is denominated in Pound Sterling; the Group also has operations in Europe and Asia and therefore its results and assets and liabilities are affected on translation by movements in exchange rates in relation to the US Dollar. The Group does not enter into instruments to hedge the translation exposure of the operating results or net assets of its overseas subsidiaries since these are considered accounting and not cash exposures. The Group undertakes transactions denominated in foreign currencies; consequently exposures to exchange rate fluctuations arise. Exchange rate exposures are managed within approved policy parameters using forward foreign currency exchange contracts. The main exposures arise in relation to the retranslation of foreign operations to US Dollar, on non-local currency denominated transactions and on non-local currency denominated cash balances. These exposures predominantly arise on Sterling, Euro and Chinese Yuan transactions and balances. A 10 per cent appreciation or depreciation of these currencies against the US Dollar would decrease or increase profit before tax based on the activity in the period and balances at the reporting date as follows: Sterling $6.7 million, Euro $0.1 million and Chinese Yuan $2.7 million (2020 Sterling $3.9 million, Euro $0.5 million and Chinese Yuan $1.4 million). #### b) Credit risk Investment counterparties are subject to pre-approval by the Board with pre-approved limits set for each bank to avoid any concentrations of credit risk. The maximum credit exposure at the balance sheet date under financial instruments in relation to cash and bank deposits is equal to the carrying value of $174.8 million (2020 $241.2 million). Trade receivables, which generally have 30 to 90-day terms, are carried at original invoice amount less an allowance for expected credit losses. Trade receivable exposures are managed in the business units where they arise. 172**Spirent Communications plc**^{}[] Annual Report 2021 FINANCIAL STATEMENTS ## 28. Financial instruments and financial risk management continued ### b) Credit risk continued The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on lifetime expected credit loss at each reporting date. To measure the expected credit losses, the Group has established a provision matrix that is based on shared credit risk characteristics and the days past due based on the expected loss rates. The provision matrix is initially based on payment profiles of trade receivables over a period of 12 months before 31 December 2020 and the corresponding historical credit losses experienced within this period. At every reporting date the historical observed default rates are updated. The Group also considers the impact of regional macro-economic factors on the likelihood of future losses. The Group has no significant concentration of credit risk attributable to its trade receivables as the exposure is spread over a large number of customers with no one customer accounting for more than 10 per cent of total Group revenue. The maximum credit exposure at the balance sheet date in relation to trade receivables is equal to the carrying value of $149.2 million (2020 $118.4 million). The credit risk relating to trade receivables has decreased from the prior year due to a lower level of historical credit losses in the lookback period. The composition of trade receivables at 31 December is as follows: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Neither impaired nor past due | 134.9 | 104.1 | | Past due but not impaired: | | | | – Less than 30 days overdue | 11.1 | 9.1 | | – 30 to 60 days | 2.1 | 2.9 | | – Over 60 days | 1.1 | 2.3 | | **Trade receivables** | **149.2** | **118.4** | The Group closely monitors amounts due from customers and performs activities such as credit checks and reviews of payment history and has put in place appropriate credit approval limits. Based on these procedures, management assessed the quality of those receivables that are past due but not impaired as low risk. The receivables' provision is based on expected credit losses. The movement on the provision during the year is given in note 19. The value of impaired trade receivables is $0.7 million (2020 $2.7 million). For all other financial assets, the maximum exposure to credit risk is represented by the carrying amount. ### c) Liquidity risk The Group's objective is to ensure that there are sufficient sources of funding to meet projected requirements. Its operations are financed through cash and cash equivalents held centrally and cash generated from operations. At 31 December 2021, the Group had cash and cash equivalents of $174.8 million (2020 $241.2 million), of which $93.7 million (2020 $95.7 million) is available on demand and $81.1 million matures within three months (2020 $145.5 million matures within three months). During 2021, the Group generated $102.9 million of cash from operating activities (2020 $121.2 million) and considers that, with current cash resources, debt only in relation to its lease liabilities and positive cash flow from its operating activities, it has adequate resources available to it to remain in operational existence for the foreseeable future. The Group has entered into forward foreign currency exchange contracts at 31 December, all of which mature within three months. The gross settlement amounts of these contracts are as follows: | | 2021 $ million | 2020 $ million | | --- | --- | --- | | Sale of US Dollars against Pound Sterling | 5.5 | 14.1 | The Group has external debt in relation to its lease liabilities (note 25) but is otherwise debt free and does not have loans payable. Financial liabilities are trade and other payables, the majority of which are due to be settled within one year, and contractual provisions (note 27). The Group does not have any other material financial contractual commitments. Spirent Communications plc Annual Report 2021 173 FINANCIAL STATEMENTS # Notes to the consolidated financial statements continued # 28. Financial instruments and financial risk management continued # d) Fair value of financial instruments The carrying value of all financial assets and liabilities is a reasonable approximation of fair value. Derivative financial instruments are stated at fair value although the amounts at 31 December 2021 and 2020 were immaterial. Corporate owned life insurance is stated at fair value and is at Level 1 in the fair value hierarchy as the valuation of the linked investments is based on quoted prices in active markets. # e) Capital management The primary objective of the Group's capital management is to support its business and maximise shareholder value. The Group's capital is its total shareholders' funds. The Group manages its capital structure and intends to maintain a cash positive balance sheet over the medium to long term. This should allow the Group to maintain a strong capital position in the face of business risks, trading fluctuations and working capital demands. Spirent's policy on the payment of dividends to shareholders is to maintain a progressive dividend policy. To the extent the Group has excess cash, it will consider returning such cash to shareholders. # 29. Equity # a) Issued share capital Issued and fully paid Ordinary Shares of 31/3 pence each: | | Number of Ordinary Shares^{1} million | $ million | | --- | --- | --- | | **At 1 January 2020** | 611.7 | 26.8 | | Exchange adjustment | | 1.1 | | **At 1 January 2021** | **611.7** | **27.9** | | Exchange adjustment | | (0.4) | | **At 31 December 2021** | **611.7** | **27.5** | Note 1. Includes shares held in the Employee Share Ownership Trust and Spirent Sharesave Trust. # b) Equity and reserves The nature and purpose of each reserve within equity is as follows: - Share premium account: this reserve records the consideration premium for shares issued at a value that exceeds their nominal value. - Capital redemption reserve: this reserve arises in relation to share capital cancellation. - Other reserves: share capital, share premium account and capital redemption reserve are translated into US Dollars at the rates of exchange at the balance sheet date and the resulting exchange differences are included in other reserves. - Translation reserve: this reserve is used to record exchange differences arising from the translation of the financial statements of foreign subsidiaries. # Investment in own Ordinary Shares During the year, 3.9 million shares were purchased and placed into the Employee Share Ownership Trust at a cost of $15.1 million, and 2.3 million shares were transferred from the Employee Share Ownership Trust to satisfy options exercised under the Spirent employee share plans (2020 4.1 million shares purchased and placed at cost of $11.9 million, and 2.8 million shares transferred). At 31 December 2021, the Employee Share Ownership Trust held 4.5 million Ordinary Shares (2020 2.9 million Ordinary Shares) to satisfy awards under various share incentive plans. At 31 December 2021, the Spirent Sharesave Trust held 0.5 million Ordinary Shares (2020 0.5 million Ordinary Shares) to satisfy awards made to United Kingdom based employees under an all employee share scheme. The market value of own Ordinary Shares held in trust, being in total 5.0 million Ordinary Shares (2020 3.4 million Ordinary Shares), at 31 December 2021 was $18.6 million (2020 $12.3 million). Both the Employee Share Ownership Trust and the Spirent Sharesave Trust are an extension of the parent Company. 174 Spirent Communications plc Annual Report 2021 30. Employee share plans Movements in share incentives over a two-year period ending on 31 December 2021 are shown below: | | 2005 Employee | | | | | | Spirent Long-Term | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | 1 | | | | | | | 2 | | | Incentive Plan | | | | | | | Incentive Plan | | | | | | | Weighted | | | | | | | Weighted | | | | Number | | average | | | | Number | | | average | | | | of share | | exercise | | | | of share | | | exercise | | | | incentives | | | price | | incentives | | | | | price | | | million | | | pence | | | | million | | | pence | | Incentives outstanding at 31 December 2019 0.4 89 8.8 – Exercised (0.1) 89 (2.8) – Granted – – 2.4 – Forfeited – – (0.6) – Incentives outstanding at 31 December 2020 0.3 89 7.8 – Exercised – 89 (2.3) – Granted – – 2.7 – Forfeited – – (1.0) – Incentives outstanding at 31 December 2021 0.3 89 7.2 – Incentives exercisable At 31 December 2020 0.3 89 – – FINANCIAL STATEMENTS At 31 December 2021 0.3 89 – – Notes 1. Figures for the 2005 Employee Incentive Plan include share options, stock appreciation rights and Performance Shares in aggregate. No exercise price is payable on the vesting of a Performance Share. 2. Figures for the Spirent Long-Term Incentive Plan include restricted stock and Performance Shares in aggregate. No exercise price is payable on the vesting of a Performance Share. The weighted average share price at exercise date was 254 pence (2020 237 pence). The following information relates to outstanding share incentives at 31 December 2021: 2021 2020 | | | | | | Weighted | | Number of | | Weighted | Weighted | | Number of | | Weighted | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | average | | | share | average | average | | | share | average | | | | Exercise | Exercise | | exercise | | incentives | | remaining | exercise | | incentives | | remaining | | | period (as at | | | price | | price | outstanding | | contractual | | price | outstanding | | contractual | | Share plan | 31 December) | | pence | | | pence | | million | life years | | pence | | million | life years | | 2005 Employee | 23.03.18– | | | | | | | | | | | | | | | Incentive Plan | | 23.03.25 89 89 0.3 3.2 89 0.3 4.2 | | | | | | | | | | | | | | Spirent Long-Term | 05.05.22– | | | | | | | | | | | | | | | Incentive Plan | | 15.12.24 – – 7.2 1.3 – 7.8 2.1 | | | | | | | | | | | | | 7.5 8.1 Discretionary plans Spirent Long-Term Incentive Plan (LTIP) Under the LTIP, awards of shares are granted to Executive Directors and certain employees. The release of these shares is conditional upon continued employment and for some awards achievement of certain performance targets measured over a three-year period. Further information on the performance conditions for LTIP share incentives is set out in the Report on Directors’ Remuneration. 2005 Employee Incentive Plan (EIP) The EIP closed for new awards following the 2016 AGM and was replaced by the Spirent Long-Term Incentive Plan. Awards granted under the EIP expire on the tenth anniversary of their grant unless they have previously lapsed or been exercised. 175Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 30. Employee share plans continued #### All-employee plans ##### UK Employee Share Purchase Plan (UK ESPP) The UK ESPP is an all-employee HMRC approved share plan open to employees based in the UK. Employees can elect to invest up to £125 each month (£1,500 per year), deducted from their gross salary, which is used to purchase shares at market value as “partnership” shares. The Company offers participants “matching” shares, which are subject to forfeiture for three years, on the basis of one free matching share for each partnership share purchased. ##### US Employee Stock Purchase Plan (US ESPP) The US ESPP is available to all employees based in the US. Employees can elect to save up to $8,000 per year, deducted from their post-tax salary, for a 12-month period. The savings are then used to purchase shares at an effective 15 per cent discount to the prevailing market share price at the end of the savings period (the discount being funded by the Company). ##### Global All-Employee Share Purchase Plan (GAESPP) The GAESPP is available to employees in countries other than the UK and US, on a share-settled or cash-settled basis, depending on local regulations. Employees can elect to save funds, deducted from their post-tax salary, for a 12-month period. In the share-settled model, these savings are then used to purchase shares at an effective 15 per cent discount to the prevailing market share price at the end of the savings period (the discount being funded by the Company); in the cash-settled model, these savings are then returned to the participant, along with an additional cash enhancement equal to a 15 per cent discount to the prevailing market share price at the end of the savings period, had the funds been used to purchase Spirent shares (the enhancement being funded by the Company). Employees participating in the GAESPP during the period under review included those based in Canada, France, Germany, China, Hong Kong and India. ### 31. Share-based payment | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Charged to adjusting items** | | | | Spirent Long-Term Incentive Plan^{1} | 5.3 | 4.2 | | Spirent All-Employee Share Purchase Plans (ESPP) | 0.3 | – | | | **5.6** | **4.2** | | **Charged to administration expenses** | | | | Executive deferred bonus plan | 0.6 | 0.5 | | | **6.2** | **4.7** | Note 1. 2021 includes $0.3 million (2020 nil) relating to cash-settled schemes. All schemes are primarily equity-settled with elements cash settled pursuant to local legislation. In 2021, $0.6 million (2020 $0.5 million) being one-third of the Executive Directors’ Annual Incentive has been deferred into shares for an additional period of three years. This amount has been charged to administration expenses in the income statement and is included within adjusted operating profit as it reflects part of the underlying trading performance of the Group. 2.7 million share incentives were granted during 2021 (2020 2.4 million). The fair value of share incentives has been estimated as at the date of grant using the Black-Scholes binomial model. The following table gives the assumptions made in arriving at the share-based payment charge and the fair value: | | 2021 | 2020 | | --- | --- | --- | | Weighted average share price (pence) | **252.0** | 250.0 | | Weighted average exercise price (pence) | **0.0** | 0.0 | | Weighted average fair value (pence) | **237.6** | 218.3 | | Expected volatility (%) | **45.0–45.6** | 43.5–45.9 | | Option life (years): | | | | – Performance Shares | **3.0** | 3.0 | | – Options and SARs | **10.0** | 10.0 | | Risk free rate (%) | **0.18–0.54** | (0.10)–0.47 | | Dividend yield (%) | **1.9** | 1.8–2.0 | The expected volatility was determined by calculating the historical volatility of the Company’s share price over the previous two years which management considers to be the period which is likely to be most representative of future volatility. The risk free rate is calculated by reference to UK government bonds. 176**Spirent Communications plc Annual Report 2021** ### 32. Reconciliation of profit before tax to cash generated from operations | | 2021 $ million | 2020 $ million | | --- | --- | --- | | **Profit before tax** | **103.6** | **95.8** | | Adjustments for: | | | | Finance income | (0.6) | (1.6) | | Finance costs | 1.2 | 1.5 | | Intangible asset amortisation | 5.0 | 1.4 | | Depreciation of property, plant and equipment | 12.4 | 12.2 | | Depreciation of right-of-use assets | 7.9 | 8.4 | | Loss on the disposal of property, plant and equipment | 0.2 | 0.1 | | Share-based payment | 6.2 | 4.7 | | Changes in working capital: | | | | Increase in inventories | (2.2) | (1.5) | | (Increase)/decrease in receivables | (31.7) | 10.7 | | Increase/(decrease) in payables | 9.7 | (9.0) | | Increase in contract liabilities | 14.1 | 13.7 | | (Decrease)/increase in provisions | (1.9) | 1.0 | | Defined benefit pension plan employer contributions net of plan administration expenses paid by the plan and past service cost | (11.7) | (6.0) | | Deferred compensation plan | 0.7 | 0.6 | | **Cash flow from operations** | **112.9** | **132.0** | ### 33. Business combinations On 4 March 2021, Spirent acquired 100 per cent of the issued share capital of octoScope, Inc (octoScope), a company based in the United States for an initial cash consideration of $57.9 million. Additionally, there are acquisition related performance payments of up to $17.8 million, payable based on revenue growth targets for 2021 and 2022 and retention of key staff. The transaction was funded by surplus cash in the Group. octoScope provides market-leading accurate, repeatable and automated wireless test solutions and methodologies to the wireless industry. Its test solutions leverage patented technology to provide automated Wi-Fi and 5G testing in emulated real-world environments, including the Wi-Fi 6 and 6E technologies. The acquisition will enable the Group to consolidate its leadership in Wi-Fi test. octoScope has been incorporated into our Lifecycle Service Assurance operating segment along with our emerging Wi-Fi revenue stream previously residing in our high-speed Ethernet business within the Networks & Security operating segment (note 3). Of the acquisition related performance payments, amounts of up to $16.2 million are linked to post-acquisition service and therefore will be charged to the income statement in the relevant post-acquisition period, and amounts up to $1.6 million, which are not linked to post-acquisition service and only to revenue growth targets, have been included as contingent consideration on acquisition and a liability recorded. In 2021, $0.6 million of acquisition related performance payments have been charged to other adjusting items in the income statement (note 5). On acquisition date, the fair value of the contingent consideration was estimated at $0.7 million and a liability recorded for this amount. During the year, the liability was remeasured down by $0.3 million, through other adjusting items in the income statement (note 5), and there was $0.1 million incurred in relation to the unwind of discounting (note 7). At 31 December 2021, the liability had a fair value of $0.5 million. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 177 FINANCIAL STATEMENTS ## Notes to the consolidated financial statements continued ### 33. Business combinations continued The provisional fair values of the identifiable net assets acquired are set out below: | | 2021 $ million | | | | --- | --- | --- | --- | | | Book value | Fair value adjustment | Fair value | | Intangible assets | – | 26.8 | 26.8 | | Property, plant and equipment | 0.8 | – | 0.8 | | Right-of-use assets | 1.2 | – | 1.2 | | Inventories | 1.7 | – | 1.7 | | Trade and other receivables | 3.1 | 0.9 | 4.0 | | Current tax asset | 0.4 | – | 0.4 | | Cash and cash equivalents | 6.6 | – | 6.6 | | Trade and other payables | (3.7) | – | (3.7) | | Contract liabilities | (2.2) | – | (2.2) | | Lease liabilities | (1.2) | – | (1.2) | | Deferred tax asset/(liability) | 3.0 | (5.4) | (2.4) | | **Total identifiable net assets** | **9.7** | **22.3** | **32.0** | | Goodwill on acquisition | | | 26.6 | | **Total consideration** | | | **58.6** | | **Satisfied by** | | | | | Initial cash consideration | | | 57.9 | | Contingent consideration accrued | | | 0.7 | | | | | **58.6** | | **Cash flows** | | | | | Initial cash consideration | | | 57.9 | | Cash acquired | | | (6.6) | The fair value adjustments arose in relation to the recognition of acquired intangible assets net of the associated deferred tax liability, and on the recognition of a receivable in relation to an indemnification asset in respect of a loan that existed on acquisition date. The trade and other receivables acquired were mainly trade receivables due from customers and the book value on acquisition date approximated the fair value. All of the receivables acquired are expected to be collected. The intangible assets acquired represent current technology, customer relationships and brand. These intangible assets have been assigned a useful life of between three and six years. The goodwill arising of $26.6 million consists largely of the synergies and economies of scale expected from the combination together with intangible assets not qualifying for separate recognition, such as workforce in place. The goodwill recognised is not expected to be deductible for income tax purposes. Direct acquisition related costs of $1.9 million have been expensed to other adjusting items within the income statement in 2021 (note 5). From the date of acquisition to 31 December 2021, octoScope contributed $18.2 million of revenue and $5.2 million of profit before tax to the results of the Group before charging $1.9 million of direct acquisition related costs and $3.8 million of acquired intangible asset amortisation. If the combination had occurred at the beginning of the financial year, revenue of $20.2 million and a profit before tax of $3.9 million would have been included in the Group result before charging $1.9 million of direct acquisition related costs and $4.6 million of acquired intangible asset amortisation. There were no business combinations in 2020. 178**Spirent Communications plc**^{}[] Annual Report 2021 ### 34. Related party transactions Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. #### Remuneration of key management personnel The remuneration of the Directors, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 'Related Party Disclosures': | | 2021 $000 | 2020 $000 | | --- | --- | --- | | Short-term employee benefits | 4,127.1 | 3,288.3 | | Share-based payment | 2,177.4 | 1,644.9 | | | 6,304.5 | 4,933.2 | No Director received compensation for loss of office (2020 $nil). There were gains of $1,778,347 (2020 $1,534,324) on the exercise of options by key management personnel in 2021. For further details refer to the Report on Directors' Remuneration on pages 90 to 118. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 179 FINANCIAL STATEMENTS # Parent Company balance sheet At 31 December 2021 | | Notes | 2021 £ million | 2020 £ million | | --- | --- | --- | --- | | **Fixed assets** | | | | | Intangible assets | 4 | 3.5 | 3.7 | | Tangible assets | 5 | 1.4 | 1.4 | | Right-of-use assets | 6 | 1.8 | 2.1 | | Investments | 7 | 432.0 | 413.2 | | | | **438.7** | **420.4** | | **Current assets** | | | | | Stocks | 8 | 5.8 | 4.5 | | Debtors: amounts falling due within one year | 9 | 21.9 | 19.5 | | Debtors: amounts falling due after more than one year | 3,9 | 28.0 | 9.5 | | Cash at bank and in hand | | 13.0 | 12.3 | | | | **68.7** | **45.8** | | **Creditors: amounts falling due within one year** | 10 | **(125.4)** | **(115.9)** | | **Net current liabilities** | | **(56.7)** | **(70.1)** | | **Total assets less current liabilities** | | **382.0** | **350.3** | | Creditors: amounts falling due after more than one year | 11 | (2.9) | (3.1) | | Defined benefit pension plan deficit | 3 | (0.5) | (0.5) | | Deferred tax liability | 15 | (6.3) | (1.4) | | **Net assets** | | **372.3** | **345.3** | | **Capital and reserves** | 17 | | | | Called up share capital | | 20.4 | 20.4 | | Share premium account | | 20.2 | 20.2 | | Capital redemption reserve | | 13.1 | 13.1 | | Profit and loss account | | 318.6 | 291.6 | | **Shareholders' funds – equity** | | **372.3** | **345.3** | The Company has taken advantage of the exemption under Section 408 of the Companies Act 2006 from presenting its own profit and loss account. In 2021, the profit for the year amounted to £87.1 million (2020 £41.5 million). The notes on pages 182 to 199 form part of these financial statements. Signed on behalf of the Board **Paula Bell** **Director** 10 March 2022 180**Spirent Communications plc**^{}[] Annual Report 2021 ## Parent Company statement of changes in equity | | Notes | Attributable to the equity holders of the parent Company | | | | £ million | | --- | --- | --- | --- | --- | --- | --- | | | | Called up share capital | Share premium account | Capital redemption reserve | Profit and loss account | Total equity | | **At 1 January 2020** | | 20.4 | 20.2 | 13.1 | 285.7 | 339.4 | | Profit for the year | | – | – | – | 41.5 | 41.5 | | Other comprehensive loss^{1} | | – | – | – | (3.3) | (3.3) | | Total comprehensive income | | – | – | – | 38.2 | 38.2 | | Share-based payment | | – | – | – | 3.6 | 3.6 | | Tax charge on share incentives | | – | – | – | (0.1) | (0.1) | | Employee Share Ownership Trust | 17 | – | – | – | (9.2) | (9.2) | | Equity dividends | 16 | – | – | – | (26.6) | (26.6) | | **At 1 January 2021** | | **20.4** | **20.2** | **13.1** | **291.6** | **345.3** | | Profit for the year | | – | – | – | 87.1 | 87.1 | | Other comprehensive income^{2} | | – | – | – | 6.3 | 6.3 | | Total comprehensive income | | – | – | – | 93.4 | 93.4 | | Share-based payment | | – | – | – | 4.5 | 4.5 | | Tax credit on share incentives | | – | – | – | 0.3 | 0.3 | | Employee Share Ownership Trust | 17 | – | – | – | (11.0) | (11.0) | | Equity dividends | 16 | – | – | – | (60.2) | (60.2) | | **At 31 December 2021** | | **20.4** | **20.2** | **13.1** | **318.6** | **372.3** | Notes 1. The amount included in other comprehensive loss for 2020 of £3.3 million represents re-measurement losses on the net defined benefit pension asset of £4.1 million, net of a tax credit of £0.8 million. 2. The amount included in other comprehensive income for 2021 of £6.3 million represents re-measurement gains on the net defined benefit pension asset of £9.8 million, net of a tax charge of £3.5 million. The notes on pages 182 to 199 form part of these financial statements. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 181 FINANCIAL STATEMENTS # Notes to the parent Company financial statements 1. Significant accounting policies Corporate information Spirent Communications plc (the "Company") is a public limited company incorporated and domiciled in England and Wales (registration number 00470893). The registered address of the Company is Origin One, 108 High Street, Crawley, West Sussex RH10 1BD, United Kingdom. Basis of accounting The financial statements have been prepared in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101) and the Companies Act 2006. In preparing these financial statements, the Company has set out below the FRS 101 disclosure exemptions that have been taken in respect of the following disclosures: - a cash flow statement and related notes; - comparative period reconciliations for share capital, tangible assets and intangible assets; - disclosures in respect of transactions with wholly owned subsidiaries; - disclosures in respect of capital management; - the effects of new but not yet effective IFRS; and - disclosures in respect of the compensation of key management personnel. As the consolidated financial statements include the equivalent disclosures, the Company has also taken the exemptions under FRS 101 available in respect of the following disclosures: - IFRS 2 'Share-based Payment' in respect of Group-settled share-based payments; - certain disclosures required by IAS 36 'Impairment of Assets' in respect of the impairment of goodwill and indefinite life intangible assets; and - the disclosures required by IFRS 7 'Financial Instruments Disclosures' and IFRS 13 'Fair Value Measurement' regarding financial instrument disclosures have not been provided apart from those which are relevant for the financial instruments which are held at fair value. As the Company is included in the consolidated financial statements, made up to 31 December each year, it is not required to present a separate profit and loss account as provided by Section 408 of the Companies Act 2006. Information on fees for non-audit services in respect of the parent Company accounts have not been disclosed as the Company prepares Group accounts which disclose information on fees for non-audit services on a consolidated basis. Accounting convention The financial statements are prepared on a historical cost basis apart from certain financial instruments that have been measured at fair value, and the pension liability which has been measured using the projected credit method. Going concern basis of accounting In adopting the going concern basis for preparing the financial statements, the Directors have considered the Company's principal risks and uncertainties as set out on pages 59 to 64, including the potential impact of the COVID-19 pandemic on the Company and any longer-term impact to the global economy. In 2021, the COVID-19 pandemic has not had a significant impact on the Company's trading performance and the Company has continued to operate effectively. The Directors have also considered sensitivities in respect of potential downside scenarios, including stress testing the latest cash flow projections that cover a period of 12 months from the date of approval of these financial statements. In these scenarios, the Company has more than sufficient headroom in its available resources. The Directors have reviewed the detailed financial projections for the period ending 31 December 2022, as well as the business plan and cash flows for the three months ending 31 March 2023. The Directors have also considered the period to the end of 2024 which forms part of the Company's longer-term viability assessment. In addition, they have considered the principal risks faced by the Company, the potential impact of COVID-19, the sensitivity analysis and the Company's significant financial headroom and are satisfied that the Company has adequate financial resources to continue in operational existence for the foreseeable future, a period of at least 12 months from the date of approval of this report. Accordingly, the going concern basis of accounting continues to be used in the preparation of the financial statements. 182 Spirent Communications plc Annual Report 2021 1. Significant accounting policies continued New accounting standards There have been no applicable new standards, amendments to standards and interpretations effective from 1 January 2021 that have been applied by the Company which have resulted in a significant impact on its results or financial position. Business combinations and goodwill A business combination is a transaction or other event in which an acquirer obtains control of one or more businesses. Business combinations are accounted for using the acquisition method. At acquisition date, the identifiable assets acquired and liabilities assumed, including intangible assets, are measured at their fair values. The cost of an acquisition is measured as the aggregate of the consideration transferred and the amount of any non-controlling interest in the acquiree. Goodwill arising on the acquisition of a business, representing the excess of cost over the net fair value of the net assets acquired, is capitalised as an intangible asset. Goodwill is carried at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to the related cash-generating units monitored by management. Where the recoverable amount of the cash-generating unit is less than its carrying amount, including goodwill, an impairment loss is recognised in the profit and loss account. The UK Companies Act requires goodwill to be reduced by provisions for amortisation on a systematic basis over a period chosen by the Directors, its useful economic life. However, under IFRS 3 ‘Business Combinations’ goodwill is not amortised. Consequently the Company does not amortise goodwill, but reviews it for impairment on an annual basis or whenever there are indicators of impairment. The Company is therefore invoking a ‘true and fair view override’ to overcome the prohibition on the non-amortisation of goodwill in the Companies Act. Had the Company amortised goodwill a period of 20 years would have been chosen as the useful life for goodwill. There would FINANCIAL STATEMENTS have been no impact (2020 £0.1 million) to profit in the year had goodwill been amortised. Intangible assets Intangible assets are carried at cost less accumulated amortisation and accumulated impairment losses. Separately identifiable intangible assets such as current technology are capitalised on the balance sheet only when the value can be measured reliably, or the intangible asset is purchased as part of the acquisition of a business. Such intangible assets are amortised over their useful economic lives on a straight-line basis. The carrying value of intangible assets is reviewed for impairment if events or changes in circumstances indicate the carrying value may not be recoverable. Acquired intangible assets, being current technology, are amortised on a straight-line basis over their estimated useful lives and the charge is included within the profit and loss account. The estimated useful life of the current technology intangible asset is five years and the expiry date is 2024. Product development Research expenditure is recorded as a product development cost in the year in which it is incurred. Intangible assets arising on the Company’s various product development projects are recognised only if the recognition criteria of IAS 38 ‘Intangible Assets’ are met. Product development costs are expensed as incurred until the technological feasibility of the product under development has been established. Technological feasibility in Spirent’s circumstances occurs when a working model is completed. For software development, technological feasibility is not established until the process of developing the software is complete. After technological feasibility is established, additional costs are capitalised and amortised on a straight-line basis over the estimated useful life. At 31 December 2021 and 31 December 2020, no amounts have met the recognition criteria. 183Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the parent Company financial statements continued 1. Significant accounting policies continued Tangible assets Tangible assets are stated at cost less accumulated depreciation and accumulated impairment. Depreciation is not provided on freehold land. Depreciation is provided to write-off the cost less estimated residual value of all other assets, over their estimated useful lives, on a straight-line basis at rates which take into account commercial conditions at their location. Usual asset lives are as follows: Freehold buildings 50 years Plant and machinery 3 to 8 years Fixtures, fittings and equipment: – Building installations 20 years or lease period if lower – Fittings and equipment 3 to 8 years – Motor vehicles 3 to 5 years – Business systems software 4 years Business systems software is capitalised as tangible assets as the software is an integral part of the related hardware. The carrying values of tangible assets are reviewed for impairment if events or changes in circumstances indicate that the carrying value may not be recoverable. Impairment of assets Intangible assets with finite useful lives and tangible assets and right-of-use assets are tested for impairment at each reporting date where there is an indication that an asset may be impaired. Goodwill with an indefinite useful life is assessed at least annually. When an impairment test is performed, the recoverable amount is assessed by reference to the higher of the net present value of the expected cash flows (value in use) of the relevant cash-generating unit or asset and the fair value less cost of disposal. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses are recognised in the profit and loss account in those expense categories consistent with the function of the impaired asset. Where an impairment loss has been recognised against an asset, it may be reversed in future periods where there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised, but only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, had no impairment loss been recognised in prior years. Such a reversal is recognised in the profit and loss account. This does not apply for goodwill, for which an impairment loss must not be reversed in any circumstances. Investments Investments in subsidiaries are stated at cost and reviewed for impairment if there are indications that the carrying value may not be recoverable. Leases The Company assesses whether a contract is or contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease agreements in which it is the lessee at the commencement date of the lease (i.e. the date the underlying asset is available for use), except for short-term leases (defined as leases with a lease term of 12 months or less) and leases of low-value assets. For these leases, the Company recognises the lease payments within the profit and loss account on a straight-line basis over the period of the lease. At the commencement date of the lease, the lease liability is initially measured at the present value of lease payments to be made over the lease term, discounted using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate. Under the modified retrospective transition method, which is the method the Company adopted on transition to IFRS 16 ‘Leases’ on 1 January 2019, lease liabilities are required to be discounted using the incremental borrowing rate at date of transition. The Company has set the discount rate based upon the local base rate with an additional premium to reflect various factors such as credit risk. The lease payments include fixed payments (including in-substance fixed payments) less any lease incentives receivable, variable lease payments that depend on an index or rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company and payments of penalties for terminating a lease, if the lease term reflects the Company exercising the option to terminate. The variable lease payments that do not depend on an index or a rate are recognised as an expense in the period on which the event or condition that triggers the payment occurs. The lease liability is presented within creditors in the balance sheet. The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method), and by reducing the carrying amount to reflect the lease payments made. It is re-measured when there is a change in future lease payments arising from a change in an index or rate, or if the Company changes its assessment of whether it will exercise a purchase, extension or termination option. 184 Spirent Communications plc Annual Report 2021 1. Significant accounting policies continued Leases continued When the lease liability is re-measured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero. The right-of-use asset is initially measured at cost, which comprises the initial amount of the corresponding lease liability, adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred and an estimate of costs to dismantle and remove the underlying asset or to restore the underlying asset or the site on which it is located, less any lease incentives received. The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability. The right-of-use assets are presented as a separate line in the balance sheet. Stocks Stocks are valued at the lower of cost and estimated net realisable value, after provisions for obsolescence. Cost includes all costs in bringing each product to its present location and condition, being the full manufacturing cost on a first-in, first-out basis, including all attributable overheads based on a normal level of activity. Provisions Provisions are recorded when the Company has a present legal or constructive obligation as a result of a past event, for which it is probable that it will be required to settle by an outflow of resources and for which a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is material, the amount of the provision shall be the present value of the expenditures expected to be required to settle the obligation. FINANCIAL STATEMENTS Foreign currencies The financial statements are presented in Pound Sterling, which is the Company’s functional and presentation currency. Transactions in foreign currencies are initially recorded at the rates ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rates ruling at the balance sheet date. All exchange gains and losses are taken to the profit and loss account. Financial instruments Financial assets and liabilities are recognised on the Company’s balance sheet when it becomes a party to the contractual provisions of the instrument. Trade debtors Trade debtors are non-interest bearing and are stated at original invoiced amount less an appropriate allowance for expected credit losses. At each reporting date, the Company measures the loss allowance at an amount equal to the lifetime expected credit losses. The Company applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade debtors. Therefore, the Company does not track changes in credit risk, but instead recognises a loss allowance based on lifetime expected credit losses at each reporting date. To measure the expected credit losses, the Company has established a provision matrix that is based on shared credit risk characteristics and the days past due based on the expected loss rates. The provision matrix is initially based on payment profiles of trade debtors over a period of 12 months before 31 December of the prior year and the corresponding historical credit losses experienced within this period. At every reporting date the historical observed default rates are updated. The Company also considers the impact of regional macro-economic factors on the likelihood of future losses. Trade debtors are written off when there is no reasonable expectation of recovery. A default on a trade debtor occurs when the debtor fails to make contractual payments when they fall due. Cash at bank and in hand Cash at bank and in hand in the balance sheet comprise cash at bank and in hand and short-term deposits which have an original maturity of three months or less. There are no bank overdrafts. Trade creditors Trade creditors are non-interest bearing and are stated at the original invoiced amount. Loans and borrowings Loans and borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, loans and borrowings are stated at amortised cost using the effective interest method, and in respect of financial assets, less any impairment losses. Impairment losses are based on lifetime expected credit losses. Equity instruments Equity instruments are recorded at the proceeds received, net of direct issue costs. Spirent Communications plc Ordinary Shares held by the Company are classified in equity as treasury shares and are recognised at cost and included as a deduction from the profit and loss account reserve. Consideration received for the sale of such treasury shares is also recognised in equity. 185Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the parent Company financial statements continued 1. Significant accounting policies continued Derivative financial instruments The Company uses forward foreign currency exchange contracts to manage exposures arising on receipts and payments in foreign currencies relating to firm commitments. Forward foreign currency exchange contracts are initially recognised at fair value on the date on which the contract is entered into, and are subsequently re-measured to fair value at each reported balance sheet date. The fair value of forward foreign currency exchange contracts is calculated by reference to current forward exchange rates for contracts with similar maturity profiles. The Company has not adopted the hedge accounting rules. Consequently all gains and losses arising from changes in fair value are taken to the profit and loss account. Pensions The Company operates two funded defined benefit pension plans. All other pension plans are defined contribution in nature where the amount charged to the profit and loss account is the employer’s contributions paid or payable during the year. For defined benefit pension plans, full actuarial valuations are carried out every three years using the projected unit credit method, and updates are performed at each balance sheet date. Re-measurement, comprising actuarial gains and losses, the effect of changes to the asset ceiling (if relevant) and the return on plan assets (excluding interest), is reflected immediately in the balance sheet surplus with a charge or credit recognised in other comprehensive income in the period in which they occur. Re-measurement recognised in other comprehensive income will not be reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit pension asset, taking account of any changes in the net defined benefit pension asset during the period as a result of contribution and benefit payments. Defined benefit pension costs are categorised as: • service cost (including current service cost, past service cost and gains and losses on curtailments or settlements); • net interest expense or income; and • re-measurement. The Company presents the first two components of defined benefit pension costs in profit or loss. Revenue Revenue represents the transfer of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those products or services. Revenue from product sales of hardware and perpetual software licences is recognised at the point in time when the customer has obtained control of the products sold. This is usually when the products have been delivered in accordance with the contractual terms. In some instances it is not until acceptance has occurred that control of the asset is transferred to the customer. Terms of acceptance are dependent upon the specific contractual arrangement agreed with the customer. If it can be objectively determined that control has been transferred to the customer in accordance with the agreed contract specifications, customer acceptance is a formality that would not affect the determination of when the customer has obtained control of the products. However, if it cannot be objectively determined that the products delivered are in accordance with the agreed-upon contract specifications, revenue would not be recognised until customer acceptance has been granted. For sales of software licences, the Company determines whether the licence is capable of being distinct and is separately identifiable from other promises in the context of the contract. Revenue from software subscription licences that provide the customer with a right to access the Company’s intellectual property throughout the subscription period is recognised over time, throughout the subscription period. Revenue from perpetual software licences that provide the customer with a right to use the Company’s intellectual property for an indefinite period of time is recognised at the point in time when the customer can first use and benefit from the software. For the sale of services, revenue is generally recognised over time with reference to when or as the performance obligations are satisfied by transferring the service to the customer. Revenue from support and maintenance service contracts and software subscription sales is recognised over the period of performance on a straight-line basis. Revenue from professional services is generally recognised as work progresses in accordance with agreed-upon contractual terms, based on a measure of progress towards complete satisfaction of the performance obligation. Progress is measured using either an output method (e.g. completion of a day, or for fixed price contracts revenue is recognised based on performance completed or contractual milestones reached) or an input method (e.g. actual cost of services provided as a proportion of total cost of services expected to be provided under the contract). Where applicable, the Company elects to use the practical expedient where revenue can be recognised in the amount to which the Company has a right to invoice, only if the Company has a right to consideration from a customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date. Where the Company’s professional services contracts contain terms of acceptance, revenue would not be recognised until customer acceptance had been obtained. Where the professional service has a pre-determined or fixed output deliverable, revenue is recognised at a point in time once the performance obligation has been satisfied and the customer has received the agreed deliverable. 186 Spirent Communications plc Annual Report 2021 1. Significant accounting policies continued Revenue continued The Company accounts for multi-component orders as multiple performance obligations if the following criteria are met: a) the good or service is capable of being distinct, that is, they are individually readily available and regularly sold separately to customers; and b) the promise to transfer the good or service is distinct in the context of the contract, that is, they do not require significant integration, customisation or modification with other goods or services in the contract and are not highly interrelated or interdependent of other goods or services in the contract. For multi-component orders where the elements are accounted for as multiple performance obligations, the transaction price and discount, if any, are allocated proportionally to all performance obligations in the contract. If either of the two criteria above are not met, and where various components in the contract are combined, bundled or pre-assembled into one or more product or equipment units to form a distinct good or service, they will be accounted for as a single performance obligation. Cost of sales The Company’s cost of sales related to the sale of its products includes materials, payments to third party contract manufacturers, royalties and salaries and other expenses related to its manufacturing and supply operations personnel. Cost of sales related to the provision of services includes salaries and other expenses associated with technical support services and the cost of extended maintenance services. Costs to obtain a contract The incremental costs of obtaining a contract with a customer are capitalised as an asset if the Company expects to recover them. The Company incurs costs such as sales commissions when it enters into a new contract. Such costs are presented within debtors in the balance sheet as assets recognised from costs to obtain a contract where the related revenue is recognised over time, usually in relation to support and subscription agreements. These assets are amortised on a systematic basis consistent FINANCIAL STATEMENTS with how the related revenue is recognised. The Company applies the practical expedient in paragraph 94 of IFRS 15 and recognises incremental costs of obtaining a contract as an expense when incurred if the amortisation period of the asset that the Company would otherwise have recognised is one year or less. Management is required to determine the recoverability of assets recognised from costs to obtain a contract. At each reporting date, the Company determines whether or not the assets are impaired by comparing the carrying amount of the asset to the remaining amount of consideration that the Company expects to receive less the costs that relate to providing services under the relevant contract. No assets were impaired as at 31 December 2021 or 31 December 2020. Deferred income Deferred income is only recognised on non-cancellable contracts that provide unconditional rights to payment from the customer for products and services that the Company has not yet completed providing or that it will provide in the near future. Revenue from product sales of hardware and perpetual software licences is recognised at the point in time when the customer has obtained control of the products sold. In the instances where the customer has been invoiced and revenue from hardware or perpetual software licences is unable to be recognised, revenue would not be recognised until control has passed, resulting in deferred income. Support services and software subscription agreements are generally billed at commencement of the support or subscription contract, while revenue is recognised over the period of the support or subscription agreement, resulting in deferred income. The Company occasionally receives advance payments from customers on account, before products or services are delivered and revenue is recognised, resulting in liabilities. Deferred income and payments received on account are reported as contract liabilities within creditors on the balance sheet on a contract-by-contract basis at the end of each reporting period. Government grants A government grant is recognised in the balance sheet initially within creditors when there is reasonable assurance that it will be received and that the Company will comply with the conditions attached to it. Grants that compensate the Company for expenses incurred are recognised as other operating income on a systematic basis in the same periods in which expenses are incurred. Employee benefits When an employee has rendered service to the Company during an accounting period, short-term benefits expected to be paid in exchange for that service are recognised in the same accounting period. 187Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Notes to the parent Company financial statements continued 1. Significant accounting policies continued Share-based payment The Company operates various equity-settled share-based compensation plans and accounts for these awards in accordance with IFRS 2 ‘Share-based Payment’. The fair value of these awards is recognised in the profit and loss account (or as an addition to the cost of investment in the subsidiary in which the relevant employees work) on a straight-line basis over the vesting period together with a corresponding change in equity. The fair value is measured using the Black-Scholes model by reference to the share price, and taking into account the terms and conditions of the award, excluding non-market vesting conditions, at the date the awards were granted. The charge is reassessed at each balance sheet date to reflect the expected and actual levels of vesting, due to achievement or otherwise of non-market conditions. Awards where vesting is conditional upon satisfying a market condition or non-vesting condition are treated as vesting irrespective of whether the market or non-vesting condition has been satisfied. The Company has an employee share trust for the granting of certain share incentives to employees. Shares in the Company held by the employee share trust are treated as treasury shares and presented in the balance sheet as a deduction from equity. Tax Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the profit and loss account except to the extent that it relates to items in other comprehensive income or equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable for previous years. Deferred tax is recognised on all temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements, with the following exceptions: • where the temporary difference arises from the initial recognition of goodwill (taxable temporary differences only) or of an asset or liability in a transaction that is not a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss; and • in respect of taxable temporary differences associated with investments in subsidiaries where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future. A deferred tax asset is recognised only to the extent that it is probable that taxable profits will be available against which the deductible temporary differences, carried forward tax credits or tax losses can be utilised. Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is realised or the liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Dividends paid The interim dividend is included in the financial statements in the period in which it is paid, and the final dividend and special dividend in the period in which it is approved by the shareholders at an Annual General Meeting. Critical accounting judgements and key sources of estimation uncertainty The preparation of financial statements requires the Company to make estimates and assumptions that affect items reported. Such estimates and assumptions are based on management’s best knowledge of current facts, circumstances and future events. Actual results may differ, possibly significantly, from those estimates. The areas requiring a high degree of judgement are revenue recognition, and leases (note 14). The areas of estimation uncertainty are defined benefit plans (note 3), and recognition of deferred tax assets (note 15). Please refer to note 2 of Notes to the consolidated financial statements on pages 139 to 148 for detailed disclosures. 188 Spirent Communications plc Annual Report 2021 ## 2. Employees Please refer to the Report on Directors' Remuneration on pages 90 to 118 and note 34 of Notes to the consolidated financial statements on page 179 for disclosures relating to the emoluments, share incentives and long-term incentive interests and pensions of the Directors. The average number of people employed by the Company during the year was: | | 2021 Number | 2020 Number | | --- | --- | --- | | Assembly | 48 | 44 | | Product development | 68 | 62 | | Selling and marketing | 59 | 55 | | Administration | 36 | 35 | | | **211** | **196** | Employee benefit costs were: | | 2021 £ million | 2020 £ million | | --- | --- | --- | | Remuneration | 19.4 | 16.4 | | Social security costs | 2.5 | 2.1 | | Pension and other related costs | 2.1 | 2.1 | | Expense of share-based payment | 1.1 | 0.7 | | | **25.1** | **21.3** | ## 3. Pensions ### Defined benefit plans #### i) Characteristics and risks associated with the Plans The Company sponsors two funded defined benefit pension plans in the United Kingdom: the Spirent Communications plc Staff Pension & Life Assurance Plan ("Staff Plan") and the Spirent Communications plc Retirement Cash & Life Assurance Plan ("Cash Plan"). These plans are funded and have full UK HM Revenue & Customs ("HMRC") tax-exempt approval. Both schemes are administered by a Trustee board which is comprised of representatives from the employer, member nominated Trustees and an independent Trustee. The Trustee board operates in accordance with the Trust Deed and Rules of each Plan and acts in the interests of all of its members. - The Staff Plan is the Company's most significant plan. It provides its members with retirement benefits based on their final salary and length of service. The Staff Plan is closed to new entrants. - The Cash Plan is primarily a defined contribution arrangement, although there are some legacy defined benefits ("Old Section") that have been valued for the purpose of these accounts in accordance with IAS 19 'Employee Benefits'. Members who left service before 1992 are entitled to a cash lump sum on retirement that is based on their salary and length of service. Members of the Old Section are entitled to defined contribution benefits, but with an underpin based on salary and length of service. The Cash Plan is closed to new entrants. There is also a UK unfunded plan, which consists of a contractual obligation for the Company to top up certain former employees' benefits whose salaries exceeded the statutory earnings cap. As with the vast majority of similar arrangements in the United Kingdom, the Company ultimately underwrites the risks relating to the defined benefit plans. These risks include investment risks and demographic risks, such as the chance of members living longer than expected. The plans hold a significant proportion of their assets in equity. Strong future equity returns would be expected to reduce the Company's future cash contributions (and vice versa). Expected contributions to the defined benefit plans in 2022 are £5.4 million, assuming self-sufficiency is not reached. This includes the contributions agreed with the funded plans' Trustees in accordance with UK legislation. The latest triennial actuarial valuation dated 31 March 2018 indicated a deficit of £22.5 million, calculated on a technical provision basis using more prudent assumptions than the accounting valuation, particularly in relation to discount rate, inflation and demographic. Therefore, the Company has agreed to pay £5.0 million per annum into the Staff Plan, increasing in line with CPI, through to June 2023 (or earlier if self-sufficiency is reached) in order to clear the funding deficit. Additionally, the Company will fund the plan by an amount equal to 10 per cent of any special dividend paid amounting to $30 million or over during the period. If the contributions currently agreed are insufficient to pay the benefits due, the Company will need to make further contributions. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 189 FINANCIAL STATEMENTS ## Notes to the parent Company financial statements continued ### 3. Pensions continued #### Defined benefit plans continued ##### ii) Amounts in the financial statements The assets and liabilities on the balance sheet are as follows: | | 2021 £ million | 2020 £ million | | --- | --- | --- | | **Schemes in net asset position** | | | | UK defined benefit pension plan – Staff Plan | 26.5 | 8.2 | | UK defined benefit pension plan – Cash Plan | 1.5 | 1.3 | | | 28.0 | 9.5 | | **Schemes in net liability position** | | | | UK unfunded plan | (0.5) | (0.5) | | **Net pension plan surplus on the balance sheet** | 27.5 | 9.0 | ##### a) The assets and liabilities in each plan | | 2021 £ million | 2020 £ million | | --- | --- | --- | | **Staff Plan** | | | | Quoted: | | | | – Equities | 58.5 | 45.9 | | – Government bonds | 3.7 | 3.7 | | – Corporate bonds | 6.2 | 6.3 | | Unquoted: | | | | – LDI funds | 41.1 | 43.0 | | – Cash benchmarked bonds | 93.2 | 100.8 | | – Insured annuities | 1.6 | 2.0 | | – Property | 1.4 | 3.7 | | – Cash and other | 30.0 | 26.0 | | Fair value of plan assets | 235.7 | 231.4 | | Present value of defined benefit pension plan obligations | (209.2) | (223.2) | | **Surplus in the plan** | 26.5 | 8.2 | | **Cash Plan** | | | | Quoted: | | | | – Equities | 4.8 | 4.1 | | – Government bonds | 2.9 | 3.0 | | Unquoted: | | | | – Insured annuities | 0.1 | 0.1 | | – Cash and other | 1.5 | 1.5 | | Fair value of plan assets | 9.3 | 8.7 | | Present value of defined benefit pension plan obligations | (7.8) | (7.4) | | **Surplus in the plan** | 1.5 | 1.3 | | Total net surplus recognised | 28.0 | 9.5 | | **Unfunded plan** | | | | Present value of unfunded obligations | (0.5) | (0.5) | | **Net pension plan surplus on the balance sheet** | 27.5 | 9.0 | 190**Spirent Communications plc**^{}[] Annual Report 2021 ### 3. Pensions continued #### Defined benefit plans continued ##### ii) Amounts in the financial statements continued ###### a) The assets and liabilities in each plan continued Approximately 60 per cent of the Staff Plan's assets are held in a combination of LDI funds and cash benchmarked bonds. The objective of this allocation is to hedge against the plan's liabilities, provide protection against inflation risk and provide a level of investment returns in all market scenarios. These funds have a wide investment remit and as such the investments of the funds may or may not be listed on recognised exchanges and markets and will be without restriction as to geographical, industrial or sectoral exposure. These funds may take both long and short positions and may utilise a broad range of derivatives. The funds' investments may include sub-investment grade securities, corporate debt securities, gilts, sale and repurchase agreements, loans, and emerging markets debt and currencies. The plans are prohibited from investing in Spirent's own financial instruments. The fair values of the quoted equity and debt instruments are determined based on quoted market prices in active markets whereas the fair values of the other assets are not. Unquoted investments are included at values provided by the fund managers and are generally valued using recent market data and external sources, with a hierarchy that follows the principles of IFRS 13 'Fair Value Measurement'. The Company has determined that it has an unconditional right to refund of surplus assets if the schemes are run off until the last member dies, on which basis IFRIC 14 does not cause any change in the balance sheet disclosures before tax. For the purposes of the following disclosures, the Staff Plan and Cash Plan have been combined as the Cash Plan is immaterial to these financial statements. ###### b) Analysis of the amounts charged/(credited) to the profit and loss account | | 2021 £ million | 2020 £ million | | --- | --- | --- | | Plan administration expenses | – | 0.3 | | Current service cost | 0.1 | 0.1 | | Past service cost | – | 0.2 | | **Amount charged to operating costs** | **0.1** | **0.6** | | Net interest on the net defined benefit pension surplus | (0.2) | (0.2) | | **Net (credit)/charge to the profit and loss account** | **(0.1)** | **0.4** | ###### c) Analysis of the amount recognised directly in the statement of comprehensive income | | 2021 £ million | 2020 £ million | | --- | --- | --- | | Re-measurement gain on plans' assets | 2.4 | 19.7 | | Actuarial (loss)/gain arising from experience | (2.0) | 1.3 | | Actuarial loss arising from the demographic assumptions | (0.7) | (0.6) | | Actuarial gain/(loss) arising from changes in financial assumptions | 10.1 | (24.5) | | **Re-measurement of the net defined benefit pension surplus** | **9.8** | **(4.1)** | ###### d) Movements in the present value of funded defined benefit obligations | | 2021 £ million | 2020 £ million | | --- | --- | --- | | At 1 January | 230.6 | 212.3 | | Current service cost | 0.1 | 0.1 | | Past service cost | – | 0.2 | | Interest cost | 2.9 | 4.4 | | Benefit payments | (9.2) | (10.2) | | Actuarial loss/(gain) arising from experience | 2.0 | (1.3) | | Actuarial loss arising from the demographic assumptions | 0.7 | 0.6 | | Actuarial (gain)/loss arising from changes in financial assumptions | (10.1) | 24.5 | | **Present value of funded defined benefit pension plans' obligations** | **217.0** | **230.6** | FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 191 FINANCIAL STATEMENTS # Notes to the parent Company financial statements continued 3. Pensions continued Defined benefit plans continued ii) Amounts in the financial statements continued e) Movements in the fair value of plans' assets | | 2021 £ million | 2020 £ million | | --- | --- | --- | | At 1 January | 240.1 | 221.1 | | Interest income on plans' assets | 3.1 | 4.6 | | Employer contributions | 8.6 | 5.2 | | Benefit payments | (9.2) | (10.2) | | Plan administration expenses | – | (0.3) | | Re-measurement gain on plans' assets | 2.4 | 19.7 | | **Fair value of plans' assets** | **245.0** | **240.1** | f) The key financial assumptions The assumptions used for both plans using a weighted average were as follows: | | 2021 % | 2020 % | | --- | --- | --- | | Inflation – RPI | 3.5 | 3.0 | | Inflation – CPI (pre-2030) | RPI less 1.0% pa | RPI less 0.8% pa | | Inflation – CPI (post-2030) | RPI less 0.1% pa | RPI less 0.8% pa | | Rate of increase in pensionable salaries | CPI | CPI | | Rate of increase for pensions in payment pre-2001 service | 3.8 | 3.5 | | Rate of increase for pensions in payment 2001 to 5 April 2005 service | 3.3 | 2.9 | | Rate of increase for pensions post-5 April 2005 service | 2.2 | 2.1 | | Rate of increase in deferred pensions | CPI | CPI | | Rate used to discount plan liabilities | 1.8 | 1.3 | The mortality assumptions are based on standard mortality tables which allow for future mortality improvements. The assumptions are such that a member currently aged 65 (2020 aged 65) will live on average for a further 22.2 years (2020 22.2 years) if they are a male and for a further 24.6 years (2020 24.2 years) if they are female. For a member who retires in 2041 (2020 in 2040) at age 65 (2020 aged 65) the assumptions are that they will live on average for a further 23.8 years (2020 23.5 years) after retirement if they are male and for a further 26.3 years (2020 25.7 years) after retirement if they are female. iii) Amount, timing and uncertainty of future cash flows The approximate impact to past service liabilities of these changes to the main assumptions, which are considered reasonably possible, is as follows: - Reducing the discount rate by 0.1 per cent per annum would increase past service liabilities by £3.2 million (2020 £3.4 million). - Increasing RPI inflation by 0.1 per cent would increase the plans' liabilities by £1.2 million (2020 £1.3 million). - Increasing the life expectancy of a member by one year (by modifying the standard mortality tables using an appropriate scaling factor) would increase past service liabilities by £12.2 million (2020 £12.9 million). The accounting valuation of the funded UK defined benefit pension plans as at 31 December 2021 gave rise to a net surplus of £28.0 million. Future changes to the valuation assumptions noted above may cause material impacts to the pension liability calculations, for example, both the discount rate and RPI inflation experienced a change of 0.5 per cent between 2020 and 2021. There will also be an impact on the future service cost but given the small active population in these plans this is likely to be insignificant. The sensitivity analysis may not be representative of the actual change as the changes in assumptions may not occur in isolation. The liability has the following duration and maturity. | | 2021 | 2020 | | --- | --- | --- | | Weighted average duration of the defined benefit obligation (years) | 15 | 15 | | **Maturity analysis of benefit payments (non-discounted amounts) (£ million)** | | | | Maturity ≤ 1 year | 8.6 | 8.3 | | Maturity > 1 ≤ 5 years | 35.6 | 35.0 | | Maturity > 5 ≤ 10 years | 43.7 | 46.5 | | Maturity > 10 ≤ 20 years | 83.9 | 83.7 | | Maturity > 20 ≤ 30 years | 62.0 | 58.1 | | Maturity > 30 years | 44.7 | 41.9 | Defined contribution plans The Company contributes to defined contribution pension plans for employees. Employer contributions for 2021 were £1.0 million (2020 £0.9 million). 192 Spirent Communications plc Annual Report 2021 #### 4. Intangible assets | | £ million | | | | --- | --- | --- | --- | | | Goodwill | Current technology | Total | | **Cost** | | | | | **1 January and 31 December 2021** | **7.5** | **0.8** | **8.3** | | **Accumulated amortisation and impairment losses** | | | | | **At 1 January 2021** | **4.4** | **0.2** | **4.6** | | Amortisation for the year | – | 0.2 | 0.2 | | **At 31 December 2021** | **4.4** | **0.4** | **4.8** | | Net book value at 31 December 2020 | 3.1 | 0.6 | 3.7 | | **Net book value at 31 December 2021** | **3.1** | **0.4** | **3.5** | The carrying value of goodwill has been tested by reference to the value in use of the Networks & Security CGU as identified in the consolidated financial statements; please refer to note 13 of Notes to the consolidated financial statements on pages 160 to 162 for detailed disclosures. No impairment of goodwill was required. The goodwill arose on the acquisition of the Positioning business and on the acquisition of Integrated Navigation Systems Limited in 2019, both within the Networks & Security CGU. #### 5. Tangible assets | | £ million | | | | | --- | --- | --- | --- | --- | | | Freehold land and buildings | Plant and machinery | Fixtures, fittings and equipment | Total | | **Cost** | | | | | | **At 1 January 2021** | **0.7** | **4.6** | **1.7** | **7.0** | | Additions | – | 0.4 | – | 0.4 | | Disposals | – | (0.2) | (0.3) | (0.5) | | **At 31 December 2021** | **0.7** | **4.8** | **1.4** | **6.9** | | **Accumulated depreciation and impairment** | | | | | | **At 1 January 2021** | **0.3** | **3.8** | **1.5** | **5.6** | | Depreciation charge for the year | – | 0.2 | 0.2 | 0.4 | | Disposals | – | (0.2) | (0.3) | (0.5) | | **At 31 December 2021** | **0.3** | **3.8** | **1.4** | **5.5** | | Net book value at 31 December 2020 | 0.4 | 0.8 | 0.2 | 1.4 | | **Net book value at 31 December 2021** | **0.4** | **1.0** | **–** | **1.4** | #### 6. Right-of-use assets The Company leases office buildings. | | £ million | | --- | --- | | | Land and buildings | | **Cost, net of accumulated depreciation and accumulated impairment** | | | **At 1 January 2020** | **2.4** | | Depreciation charge for the year | (0.3) | | **At 1 January 2021** | **2.1** | | Depreciation charge for the year | (0.3) | | **At 31 December 2021** | **1.8** | | **At 31 December 2020** | | | Cost | 2.5 | | Accumulated depreciation and accumulated impairment | (0.4) | | Net carrying amount | 2.1 | | **At 31 December 2021** | | | Cost | 2.5 | | Accumulated depreciation and accumulated impairment | (0.7) | | **Net carrying amount** | **1.8** | The related lease liabilities are disclosed in note 14. Spirent Communications plc Annual Report 2021 193 FINANCIAL STATEMENTS FINANCIAL STATEMENTS ## Notes to the parent Company financial statements continued ### 7. Investments | | £ million | | | | --- | --- | --- | --- | | | Shares in subsidiaries | Loans to subsidiaries | Total | | **Cost** | | | | | **At 1 January 2021** | **1,156.9** | **2.9** | **1,159.8** | | Additions | 15.3 | – | 15.3 | | Share-based payment | 3.5 | – | 3.5 | | **At 31 December 2021** | **1,175.7** | **2.9** | **1,178.6** | | **Amounts provided** | | | | | **At 1 January 2021 and 31 December 2021** | **743.7** | **2.9** | **746.6** | | Net book value at 31 December 2020 | 413.2 | – | 413.2 | | **Net book value at 31 December 2021** | **432.0** | **–** | **432.0** | The recoverability of the carrying value of investments in subsidiaries has been assessed by reference to value in use. During the year, capital contributions of £15.3 million (2020 £22.3 million) were paid to subsidiaries; no loans were waived in the year (2020 £0.8 million) and capital contributions were made to subsidiaries in relation to share-based payments of £3.5 million (2020 £2.9 million). ### 8. Stocks | | 2021 £ million | 2020 £ million | | --- | --- | --- | | Work in progress | 0.2 | 0.4 | | Finished goods | 5.6 | 4.1 | | | **5.8** | **4.5** | There were no stock write-downs recognised in the period (2020 nil) and there were no reversals of prior period stock write-downs (2020 nil). No stock is carried at fair value less costs to sell (2020 nil). ### 9. Debtors | | Note | 2021 £ million | 2020 £ million | | --- | --- | --- | --- | | **Due within one year** | | | | | Trade debtors | | 8.7 | 5.9 | | Owed by subsidiaries | | 10.7 | 12.0 | | Other debtors | | 0.4 | 0.5 | | Prepayments | | 0.7 | 0.6 | | Current tax asset | | 1.2 | 0.4 | | Assets recognised from costs to obtain a contract | | 0.2 | 0.1 | | | | **21.9** | **19.5** | | **Due after one year** | | | | | Defined benefit pension plan surplus | 3 | 28.0 | 9.5 | The Directors consider that the carrying amount of trade debtors, amounts owed by subsidiaries and other debtors approximates their fair value. The Company has no significant concentration of credit risk attributable to its trade debtors as the exposure is spread over a large number of customers. Assets recognised from costs to obtain a contract relate to capitalised incremental costs to obtain a contract, being sales commissions arising on contracts with customers of more than one year in length. No assets were impaired or derecognised during the current year or prior year. 194**Spirent Communications plc**^{}[] Annual Report 2021 ## 10. Creditors: amounts falling due within one year | | Notes | 2021 £ million | 2020 £ million | | --- | --- | --- | --- | | Trade creditors | | 2.4 | 1.5 | | Owed to subsidiaries | | 112.7 | 103.4 | | Accruals | | 5.4 | 5.4 | | Contract liabilities | 12 | 3.9 | 4.4 | | Government grants | 13 | 0.3 | 0.4 | | Lease liabilities | 14 | 0.2 | 0.2 | | Other taxes and social security costs | | 0.5 | 0.6 | | | | **125.4** | **115.9** | Trade creditors are non-interest bearing and are normally settled on 30 to 60-day terms. Other creditors are non-interest bearing. The Directors consider that the carrying amount of trade creditors and amounts owed to subsidiaries approximates their fair value. ## 11. Creditors: amounts falling due after more than one year | | Notes | 2021 £ million | 2020 £ million | | --- | --- | --- | --- | | Contract liabilities | 12 | 1.4 | 1.1 | | Government grants | 13 | – | 0.2 | | Lease liabilities | 14 | 1.5 | 1.8 | | | | **2.9** | **3.1** | ## 12. Contract balances The following table provides information about trade debtors and contract liabilities from contracts with customers. The Company does not have any contract assets. | | Notes | 2021 £ million | 2020 £ million | 2019 £ million | | --- | --- | --- | --- | --- | | Trade debtors | 9 | 8.7 | 5.9 | 5.2 | | **Contract liabilities** | | | | | | **Current** | | | | | | Payments received on account | | – | 0.2 | 0.4 | | Deferred income | | 3.9 | 4.2 | 3.2 | | | 10 | 3.9 | 4.4 | 3.6 | | **Non-current** | | | | | | Deferred income | 11 | 1.4 | 1.1 | 0.8 | | Total contract liabilities | | 5.3 | 5.5 | 4.4 | | Revenue recognised in the period from amounts included in contract liabilities at the beginning of the period | | 4.4 | 3.6 | 4.5 | There was no revenue recognised in 2021, 2020 or 2019 from performance obligations satisfied in previous periods. The timing of revenue recognition, invoicing and cash collections results in trade debtors, payments received on account and deferred income on the balance sheet. The Company receives payments from customers based on a billing schedule, as established in the contract. Trade debtors are recognised when the right to consideration becomes unconditional. Contract liabilities are recognised as revenue as (or when) the Company performs under the contract. The Company also recognises incremental costs incurred to obtain a contract as an asset if it expects to recover those costs. Such costs are presented within debtors in the balance sheet as assets recognised from costs to obtain a contract and disclosed in note 9. FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 195 FINANCIAL STATEMENTS ## Notes to the parent Company financial statements continued ### 12. Contract balances continued #### Expected realisation of remaining performance obligations at year end The Company applies the practical expedient in paragraph 121 of IFRS 15 and does not disclose information about remaining performance obligations that have original expected durations of one year or less. For contracts that exceed one year, deferred income that relates to unsatisfied or partially satisfied performance obligations at year end is expected to be recognised as revenue in the future as follows: | | 2021 £ million | 2020 £ million | | --- | --- | --- | | Within 1 year | 1.4 | 1.6 | | Greater than 1 year | 1.4 | 1.1 | | | 2.8 | 2.7 | The above information represents the revenue the Company will recognise when it satisfies the remaining performance obligations in the contracts. The amounts presented do not include orders for which neither party has performed. Revenue from the sale of hardware and software generally arises from contracts less than one year in length. Consequently, the above amounts predominantly relate to the sale of maintenance and support services. Virtually all of the revenue will be recognised within three years. The Company provides standard warranties on its products and services. The nature of these warranties is considered to provide customers with assurance that the related product or service will function as intended in accordance with the agreed specification, and does not contain or imply any additional service obligation to the customer. Warranty obligations are estimated and recognised as liabilities based on the probable outflow of resources. ### 13. Government grants The following government grants are included within creditors: | | 2021 £ million | 2020 £ million | | --- | --- | --- | | **At 1 January** | 0.6 | 0.8 | | Received during the year | – | 0.3 | | Released to the profit and loss account | (0.3) | (0.5) | | **At 31 December** | 0.3 | 0.6 | | | Notes | 2021 £ million | 2020 £ million | | --- | --- | --- | --- | | Current | 10 | 0.3 | 0.4 | | Non-current | 11 | – | 0.2 | | | | 0.3 | 0.6 | Government grants have been received to accelerate and support research and development in the vulnerability of global navigation satellite systems. 196**Spirent Communications plc**^{}[] Annual Report 2021 #### 14. Lease liabilities Total lease liabilities included in the balance sheet at 31 December: | | Buildings £ million | | --- | --- | | **At 1 January 2020** | 2.1 | | Repayments | (0.2) | | Interest | 0.1 | | **At 1 January 2021** | **2.0** | | Repayments | **(0.3)** | | Interest | – | | **At 31 December 2021** | **1.7** | | | Notes | 2021 £ million | 2020 £ million | | --- | --- | --- | --- | | Current | 10 | **0.2** | 0.2 | | Non-current | 11 | **1.5** | 1.8 | | | | **1.7** | 2.0 | | | 2021 £ million | 2020 £ million | | --- | --- | --- | | **Maturity analysis – contractual undiscounted cash flows** | | | | Less than one year | **0.2** | 0.3 | | One to five years | **1.0** | 1.0 | | More than five years | **0.7** | 1.0 | | **Total undiscounted lease liabilities at 31 December** | **1.9** | 2.3 | In 2021, the total cash outflow for leases was £0.3 million (2020 £0.2 million). | | 2021 £ million | 2020 £ million | | --- | --- | --- | | **Amounts recognised in the profit and loss account** | | | | Interest on lease liabilities | – | 0.1 | #### Extension options Some leases of buildings contain extension options exercisable by the Group before the end of the non-cancellable contract period. Where practicable, the Group seeks to include extension options in new leases to provide operational flexibility. The extension options held are exercisable only by the Group and not the lessors. The Group assesses at lease commencement whether it is reasonably certain to exercise the extension options. The Group reassesses whether it is reasonably certain to exercise the options if there is a significant event or significant change in circumstances within its control. | | 2021 | 2020 | | --- | --- | --- | | | Lease liabilities recognised (discounted) £ million | Lease liabilities recognised (discounted) £ million | | Buildings | **1.0** | 1.0 | FINANCIAL STATEMENTS Spirent Communications plc Annual Report 2021 197 FINANCIAL STATEMENTS ## Notes to the parent Company financial statements continued ### 15. Deferred tax The movements in the deferred tax (liability)/asset are as follows: | | Temporary differences | Tax losses | UK pension plans | Credits | £ million Total | | --- | --- | --- | --- | --- | --- | | **At 1 January 2020** | 0.4 | 0.7 | (1.6) | 0.2 | (0.3) | | Charged in the year | (0.4) | (0.4) | – | (0.2) | (1.0) | | Deferred tax on defined benefit pension plan | – | – | (0.1) | – | (0.1) | | **At 1 January 2021** | – | 0.3 | (1.7) | – | (1.4) | | Charged in the year | 0.2 | 0.1 | – | – | 0.3 | | Deferred tax on defined benefit pension plan | – | – | (5.2) | – | (5.2) | | **At 31 December 2021** | 0.2 | 0.4 | (6.9) | – | (6.3) | In 2021 and 2020, the deferred tax liability and asset have been offset on the balance sheet as they related to income taxes raised by the same authority on the same taxable entity. The Company has tax losses of £23.9 million (2020 £23.9 million) and short-term timing differences of £0.2 million (2020 £0.4 million) that are available for offset against suitable future taxable profits. A deferred tax asset has not been recognised in respect of these losses as their future recovery is uncertain. These losses can be carried forward indefinitely. The Company also has capital losses carried forward of £823.3 million (2020 £823.3 million) for which no deferred tax asset has been recognised on the balance sheet. These capital losses have no expiry date. ### 16. Dividends | | 2021 £ million | 2020 £ million | | --- | --- | --- | | **Declared and paid in the year** | | | | **Equity dividend on Ordinary Shares** | | | | Final dividend 2020 of 2.78 pence per Ordinary Share (2019 2.70 pence) | 16.9 | 16.5 | | Special dividend 2020 of 5.40 pence per Ordinary share (2019 nil) | 32.9 | – | | Interim dividend 2021 of 1.72 pence per Ordinary Share (2020 1.67 pence) | 10.4 | 10.1 | | | 60.2 | 26.6 | | **Proposed for approval at AGM (not recognised as a liability at 31 December)** | | | | **Equity dividend on Ordinary Shares** | | | | Final dividend 2021 of 3.34 pence per Ordinary Share (2020 2.78 pence) | 20.3 | 16.9 | | Special dividend 2020 of 5.40 pence per Ordinary share (2019 nil) | – | 32.9 | | | 20.3 | 49.8 | The Directors are proposing a final dividend in respect of the financial year ended 31 December 2021 of 3.34 pence per Ordinary Share (2020 2.78 pence), which will absorb an estimated £20.3 million of shareholders' funds (2020 £16.9 million). The final dividend will be paid on 10 May 2022 to Ordinary shareholders who are on the Register of Members at close of business on 18 March 2022. Payment will be made to ADR holders on 17 May 2022. No liability is recorded in the financial statements in respect of these dividends. Dividends are determined in US Dollars and paid in Pound Sterling. The exchange rate for determining the amount of the final dividend to be paid for 2021 was $1.31: £1 (2020 $1.39: £1). 198**Spirent Communications plc**^{}[] Annual Report 2021 17. Capital and reserves Changes during the year in the issued Ordinary Share capital were as follows: Number of Ordinary 1 Shares million £ million Issued and fully paid Ordinary Shares of 3 1/3 pence each at 1 January 2021 and 31 December 2021 611.7 20.4 Note 1. Includes shares held in the Employee Share Ownership Trust and Spirent Sharesave Trust. Please refer to note 29 of the Notes to the consolidated financial statements on page 174 for disclosures relating to the nature and purpose of each reserve within equity. Investment in own Ordinary Shares During the year, 3.9 million shares were purchased and placed into the Employee Share Ownership Trust at a cost of £11.0 million and 2.3 million shares were also transferred from the Employee Share Ownership Trust to satisfy options exercised under the Spirent employee share plans (2020 4.1 million shares purchased and placed at cost of £9.2 million, and 2.8 million shares transferred). At 31 December 2021, the Employee Share Ownership Trust held 4.5 million Ordinary Shares (2020 2.9 million Ordinary Shares) to satisfy awards under various share incentive plans. At 31 December 2021, the Spirent Sharesave Trust held 0.5 million Ordinary Shares (2020 0.5 million Ordinary Shares) to satisfy awards made to United Kingdom-based employees under an all-employee share scheme. The market value of own Ordinary Shares held in trust, being in total 5.0 million Ordinary Shares (2020 3.4 million Ordinary Shares), at 31 December 2021 was £13.8 million (2020 £9.0 million). Both the Employee Share Ownership Trust and the Spirent Sharesave Trust are an extension of the Company. FINANCIAL STATEMENTS Employee share plans The Company operates a number of employee share incentive plans which are described in note 30 of Notes to the consolidated financial statements. The share incentives over Ordinary Shares under these plans that have been granted and remain outstanding at 31 December 2021, held by employees of the Company, are as follows: 2021 2020 | | | | | | | | | | | | Weighted | | | | | | | Weighted | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Weighted | | | Number | | average | | Weighted | | | Number | | average | | | | | | | | | average | | | of share | remaining | | | average | | | of share | remaining | | | | | | | | Exercise | | exercise | | incentives | | contractual | | | exercise | | incentives | | contractual | | | | | | Exercise period | | | price | | price | outstanding | | | | life | | price | outstanding | | | | life | | Share plan | (as at 31 December) | | | | pence | | pence | | million | | | years | | pence | | million | | | years | | 2005 Employee | | | 23.03.18– | | | | | | | | | | | | | | | | | 1 | Incentive Plan | 12.05.20 89 –––89 – – | | --- | --- | | Spirent Long-Term | 22.05.21– | | Incentive Plan² | 15.12.23 – – 1.6 2.7 – 2.2 1.9 | 1.6 2.2 Notes 1. Figures for the 2005 Employee Incentive Plan include share options, stock appreciation rights and Performance Shares in aggregate. No exercise price is payable on the vesting of a Performance Share. 2. Figures for the Spirent Long-Term Incentive Plan include restricted stock and Performance Shares in aggregate. No exercise price is payable on the vesting of a Performance Share. The weighted average share price at exercise date was 250 pence (2020 235 pence). 199Spirent Communications plc Annual Report 2021 FINANCIAL STATEMENTS ## Full list of subsidiary undertakings A full list of subsidiaries of Spirent Communications plc at 31 December 2021 is set out below. The country of incorporation and the effective percentage of equity owned (if less than 100 per cent) is also detailed below. Unless otherwise noted, the share capital comprises Ordinary Shares which are indirectly held by Spirent Communications plc. Company name Registered in Registered office address Notes Spirent Communications of Ottawa Canada 100 King Street West, 41st Floor, Limited 1 First Canadian Place, Toronto, Ontario M5X 1B2 Spirent Communications Technology China Suite 1302, Shining Tower, Held directly (Beijing) Limited No 35 Xue Yuan Road, Haidian District, Beijing 100083 Bowthorpe Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Cambridge Analytical Group Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Earlynow Limited England Origin One, 108 High Street, Crawley, West Sussex RH10 1BD Inclex No 3 Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Inclex No 5 Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Inclex No 6 Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Inclex No 7 Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD PG International Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Shipbrick Limited England Origin One, 108 High Street, 54.55 per cent held directly, Crawley, West Sussex RH10 1BD 45.45 per cent held indirectly Spirent Capital Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Spirent Financial Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Spirent Holdings Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Spirent Investment Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Spirent Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Spirent Sharesave Trust Limited England Origin One, 108 High Street, Held directly Crawley, West Sussex RH10 1BD Spirent Systems Limited England Origin One, 108 High Street, 100 per cent ‘A’ shares held Crawley, West Sussex RH10 1BD indirectly, 100 per cent ‘B’ shares held directly Spirent Communications SAS France Gaia, 9 Parc Ariane, Boulevard des Held directly Chenes, 78280 Guyancourt Spirent Communications GmbH Germany Leopoldstrasse 252a, 80807 Munich Spirent Technologies GmbH Germany Michaelkirchstr 17/18, 10179 Berlin Spirent (Overseas) Limited Guernsey Suite 6, Provident House, Havilland Street, St Peter Port GY1 2QE Spirent Communications (Asia) Limited Hong Kong Suites 1603-05, 16th Floor, 625 King’s Road, North Point 200 Spirent Communications plc Annual Report 2021 Company name Registered in Registered office address Notes Spirent Communications (India) India 2nd Flr Umiya Business Bay Tower, Pvt Limited 1Cessna Business Park, Marathahalli-Sarjapur Ring Road, Kadubeesanahalli, Bangalore 560103 Karnataka Spirent Communications Japan KK Japan 4th Floor Kyodotsushin Kaikan, 2-2-5, Toranomon, Minato-ku, Tokyo 105-0001 Spirent Communications Singapore 101 Thomson Road, #30-01 United Singapore Pte Limited Square, Singapore 307591 Spirent Communications Korea Inc South Korea (Seocho-dong, Boutique Monaco) R/M 1609, 397 Seochodaero, Seocho-gu, Seoul 06616 Spirent Communications Taiwan Limited Taiwan 10F, No 66, Sec 1, Neihu Road, NeiHu District, Taipei City 11493 Netcom Systems Holdings Corporation US (Delaware) 1209 Orange Street, Wilmington, Delaware 19801 1 octoScope Inc US (Delaware) 1209 Orange Street, Wilmington, Delaware 19801 Spirent Communications Inc US (Delaware) 1209 Orange Street, Wilmington, FINANCIAL STATEMENTS Delaware 19801 Spirent Federal Systems Inc US (Delaware) 1209 Orange Street, Wilmington, Delaware 19801 Spirent Holdings Corporation US (Delaware) 1209 Orange Street, Wilmington, Delaware 19801 Spirent Communications Hawaii LLC US (Hawaii) 1209 Orange Street, Wilmington, Delaware 19801 Note 1. octoScope Inc was merged into Spirent Communications Inc on 31 December 2021. 201Spirent Communications plc Annual Report 2021 # **OTHER INFORMATION** **Financial history** | | 2021 | 2020 | 2019 | 2018 | 2017 | | --- | --- | --- | --- | --- | --- | | $ million | | | | | | | **Summary income statement** | | | | | | | **Revenue** | **576.0** | 522.4 | 503.6 | 476.9 | 454.8 | | Cost of sales | **(151.3)** | (139.0) | (135.0) | (132.4) | (129.8) | | **Gross profit** | **424.7** | 383.4 | 368.6 | 344.5 | 325.0 | | Product development | **(113.3)** | (103.1) | (96.5) | (96.9) | (103.0) | | Selling and marketing | **(140.7)** | (123.4) | (129.2) | (123.9) | (116.8) | | Administration | **(52.2)** | (53.4) | (50.0) | (46.6) | (46.3) | | Adjusting items | **(14.3)** | (7.8) | (4.3) | (19.6) | (15.2) | | **Operating profit** | **104.2** | 95.7 | 88.6 | 57.5 | 43.7 | | Net finance (costs)/income | **(0.6)** | 0.1 | 1.0 | 1.3 | 0.3 | | Gain on divestment | – | – | – | 2.4 | 2.6 | | **Profit before tax** | **103.6** | 95.8 | 89.6 | 61.2 | 46.6 | | Tax | **(14.4)** | (11.4) | (11.6) | (5.4) | (17.6) | | **Profit for the year** | **(89.2)** | 84.4 | 78.0 | 55.8 | 29.0 | | **Summary balance sheet** | | | | | | | Intangible assets | **208.2** | 159.9 | 160.3 | 158.0 | 163.6 | | Property, plant and equipment | **23.7** | 25.8 | 29.5 | 36.1 | 42.3 | | Right-of-use assets | **26.0** | 23.3 | 26.0 | – | – | | Working capital (excluding cash and deferred tax) | **11.4** | 2.3 | 16.0 | 33.2 | 10.2 | | **Operating assets** | **269.3** | 211.3 | 231.8 | 227.3 | 216.1 | | Net funds including long-term cash | **174.8** | 241.2 | 183.2 | 121.6 | 128.4 | | Lease liabilities | **(29.8)** | (28.2) | (33.0) | – | – | | Provisions | **(7.9)** | (9.8) | (8.2) | (14.0) | (6.8) | | Deferred tax | **10.6** | 21.7 | 22.4 | 22.0 | 22.9 | | Defined benefit pension plan surplus/(deficit) | **30.5** | 6.6 | 6.1 | (1.6) | (6.5) | | **Net assets** | **447.5** | 442.8 | 402.3 | 355.3 | 354.1 | | **Total equity** | **447.5** | 442.8 | 402.3 | 355.3 | 354.1 | | **Summary cash flows** | | | | | | | Cash flow from operating activities | **102.9** | 121.2 | 119.3 | 60.2 | 69.3 | | Interest received | **0.4** | 1.5 | 2.6 | 1.3 | 0.6 | | Net capital expenditure | **(9.8)** | (9.0) | (11.9) | (10.6) | (13.5) | | Net lease payments | **(9.5)** | (11.1) | (9.9) | – | – | | Acquisition related other adjusting items and one-off contributions to UK pension scheme | **7.9** | – | – | – | – | | **Free cash flow** | **91.9** | 102.6 | 100.1 | 50.9 | 56.4 | | Acquisitions, disposals and investment in associate | **(51.3)** | – | (1.9) | 1.8 | (2.7) | | Share purchase into Employee Share Ownership Trust | **(15.1)** | (11.9) | (8.6) | (2.5) | – | | Dividend paid | **(84.1)** | (33.6) | (28.6) | (54.8) | (24.6) | | Acquisition related other adjusting items and one-off contributions to UK pension scheme | **(7.9)** | – | – | – | – | | **Net (decrease)/increase in cash and cash equivalents** | **(66.5)** | 57.1 | 61.0 | (4.6) | 29.1 | 202 Spirent Communications plc Annual Report 2021 | | $ million | | | | | | --- | --- | --- | --- | --- | --- | | | 2021 | 2020 | 2019 | 2018 | 2017 | | **Other information** | | | | | | | Expenditure on property, plant and equipment | 10.2 | 9.5 | 10.9 | 12.0 | 14.9 | | Depreciation of property, plant and equipment | 12.4 | 12.2 | 14.7 | 16.5 | 18.0 | | Depreciation of right-of-use assets | 7.9 | 8.4 | 7.5 | – | – | | Product development | 113.3 | 103.1 | 96.5 | 96.9 | 103.0 | | **Share information** | | | | | | | **Earnings per share (cents)** | | | | | | | Basic | 14.67 | 13.84 | 12.79 | 9.14 | 4.75 | | Diluted | 14.54 | 13.71 | 12.63 | 9.05 | 4.71 | | Adjusted basic^{1,2} | 16.59 | 14.68 | 13.40 | 10.86 | 7.55 | | **Dividend per Ordinary Share (cents)** | 6.76 | 6.04 | 5.39 | 4.49 | 4.08 | | **Special dividend per Ordinary Share (cents)** | – | 7.50 | – | – | 5.00 | | **Fully paid Ordinary Shares in issue at year end (number, million)** | 611.7 | 611.7 | 611.7 | 611.7 | 611.7 | | **Segmental analysis** | | | | | | | **Revenue** | | | | | | | Lifecycle Service Assurance^{3} | 261.6 | 219.3 | 190.6 | 191.8 | 193.8 | | Networks & Security^{3} | 314.4 | 303.1 | 313.0 | 285.1 | 261.0 | | | 576.0 | 522.4 | 503.6 | 476.9 | 454.8 | | **Adjusted operating profit^{1}** | | | | | | | Lifecycle Service Assurance^{3} | 63.1 | 50.7 | 28.7 | 27.9 | 23.1 | | Networks & Security^{3} | 63.5 | 62.0 | 72.8 | 56.4 | 43.9 | | Corporate – non-segmental | (8.1) | (9.2) | (8.6) | (7.2) | (8.1) | | Adjusted operating profit^{1} | 118.5 | 103.5 | 92.9 | 77.1 | 58.9 | | Acquired intangible asset amortisation | (4.2) | (0.5) | (1.2) | (3.7) | (6.3) | | Share-based payment | (5.6) | (4.2) | (3.5) | (2.8) | (2.2) | | Other adjusting items | (4.5) | (3.1) | 0.4 | (13.1) | (6.7) | | Operating profit | 104.2 | 95.7 | 88.6 | 57.5 | 43.7 | | **Geographical information** | | | | | | | **Revenue by geographical market** | | | | | | | Americas | 324.6 | 276.2 | 266.1 | 265.4 | 248.6 | | Asia Pacific | 185.1 | 189.2 | 187.8 | 159.1 | 160.2 | | Europe, Middle East and Africa | 66.3 | 57.0 | 49.7 | 52.4 | 46.0 | | | 576.0 | 522.4 | 503.6 | 476.9 | 454.8 | Notes 1. Before acquired intangible asset amortisation, share-based payment and other adjusting items. 2. Before gain on divestment, items in note 1, tax effect of items in note 1, revaluation of deferred tax assets due to US tax reform (in 2017) and over/under provisions in respect of prior year tax. 3. Figures have been restated for the operating segment change resulting from the combination of the Connected Devices operating segment into the Lifecycle Service Assurance operating segment, and transfer of the emerging Wi-Fi revenue stream from Networks & Security to Lifecycle Service Assurance, both effective 1 January 2021, as disclosed in note 3 of Notes to the consolidated financial statements. OTHER INFORMATION Spirent Communications plc Annual Report 2021 203 OTHER INFORMATION ## Alternative performance measures The performance of the Group is assessed using a variety of alternative performance measures (APMs) which are presented to provide users with additional financial information that is regularly reviewed by management. The APMs presented are not defined under IFRS and therefore may not be directly comparable with similarly identified measures used by other companies. In management’s view, the APMs reflect the underlying performance of the Group and provide an alternative basis for evaluating how the Group is managed and measured on a day-to-day basis. Such APMs are non-GAAP measures and should not be viewed in isolation or as an alternative to the equivalent GAAP measure. The APMs and key performance indicators are aligned to the Group’s strategy and collectively are used to measure the performance of the Group and form the basis of the metrics for Director and management remuneration. The Group’s key performance indicators are presented within the Strategic Report of its 2021 Annual Report. Order intake Order intake represents commitments from customers to purchase goods and/or services from Spirent that will ultimately result in recognised revenue. Where there can reasonably be changes to the scope or duration of an order, the Group exercises judgement on the amount of the order that is booked. Order intake is a measure of operating performance used by management to assess whether future activity levels are increasing or slowing and therefore how effective we have been in the execution of our strategy. Order intake is a key performance indicator used to measure Group, operating segment and regional performance for internal reporting purposes. Orderbook Orderbook comprises the value of all unsatisfied orders from customers and provides an indication of the amount of revenue that has been secured and will be recognised in future periods. Orderbook represents the transaction price allocated to wholly and partially unsatisfied performance obligations, including amounts held in contract liabilities at the period end. There is no comparable IFRS measure. Book to bill Book to bill is the ratio of orders booked to revenue recognised in the year and is a measure of the visibility of future revenues at current levels of activity. Book to bill is a key performance indicator used to measure Group and operating segment performance for internal reporting purposes. Adjusted operating profit Adjusted operating profit is reported operating profit excluding amortisation of acquired intangible assets, share-based payment and other adjusting items. Management uses adjusted operating profit, in conjunction with other GAAP and non-GAAP financial measures, to evaluate the overall operating performance of the Group as well as each of the operating segments and believes that this measure is relevant to understanding the Group’s financial performance, as specific items (adjusting items) are identified and excluded by virtue of their size, nature or incidence, as they do not reflect the underlying trading performance of the Group and therefore can lead to period-on-period fluctuations that can make it difficult to assess financial performance. Specifically, items are excluded from adjusted operating profit if they are acquisition related in nature, including acquired intangible asset amortisation which is dependent on being able to identify intangible assets and assessing their useful economic lives, or if their exclusion allows for more meaningful comparisons with peer companies such as share-based payment which can fluctuate from period to period. The exclusion of adjusting items from adjusted operating profit is consistent from period to period. Adjusted operating profit is also used in setting Director and management remuneration targets and in discussions with the investment analyst community. Adjusted operating margin Adjusted operating margin is adjusted operating profit as a percentage of revenue. It is a measure of the Group’s overall profitability and how successful we are in executing on our overall strategy, and demonstrates our ability to improve margin through efficient operations and cost management, whilst being mindful of the need to invest for the future. Effective tax rate Effective tax rate is the adjusted tax charge, before tax on adjusting items, expressed as a percentage of adjusted profit before tax. The adjusted tax charge is the reported tax charge excluding the tax effect on adjusting items and adjustments made to provisions in respect of prior year tax. 204 Spirent Communications plc Annual Report 2021 Adjusted basic earnings per share Adjusted basic earnings per share (EPS) is adjusted earnings attributable to owners of the parent Company divided by the weighted average number of Ordinary Shares outstanding during the year. Adjusted earnings is reported profit before tax excluding amortisation of acquired intangible assets, share-based payment, other adjusting items, tax on adjusting items and over/under provisions in respect of prior year tax. Adjusted basic EPS is a measure of how successful we are in executing on our strategy and ultimately delivering increased value for shareholders. Adjusted basic EPS is also used in setting Director and management remuneration targets and in discussions with the investment analyst community. The Group sets out the calculation of adjusted basic EPS in note 11 of Notes to the consolidated financial statements. Product development spend as a percentage of revenue Product development as a percentage of revenue in the year. It is a measure of how much the Group is investing to support further organic growth initiatives in line with the strategic objectives, whilst driving improved productivity and effectiveness. Free cash flow Free cash flow is cash flow generated from operations, less tax and net capital expenditure, lease liability principal repayments and lease liability interest paid, add interest received and lease payments received from finance leases, excluding acquisition related other adjusting items and one-off employer contributions to the UK pension scheme. Free cash flow is a measure of the quality of the Group’s earnings and reflects the ability to convert profits into cash and ultimately to generate funds for future investment. It gives us financial strength and flexibility and the ability to pay sustainable dividends to our shareholders. Free cash flow is an important indicator of overall operating performance as it reflects the cash generated from operations after capital expenditure, financing and tax which are significant ongoing cash flows associated with investing in the business and financing operations. OTHER INFORMATION Free cash flow excludes corporate level cash flows that are independent of ongoing trading operations such as dividends, acquisitions and disposals and share repurchases and therefore is not a measure of the funds that are available for distribution to shareholders. A reconciliation of cash generated from operations, the closest equivalent GAAP measure, to free cash flow is provided within the Financial Review on page 57. Free cash flow conversion Free cash flow conversion is the ratio of free cash flow to adjusted earnings, presented as a percentage. Free cash flow conversion is a measure used in conjunction with free cash flow to assess the Group’s ability to convert profit into cash and ultimately to generate funds for future investment. 205Spirent Communications plc Annual Report 2021 OTHER INFORMATION # Shareholder information ## Financial calendar 2022 | 10 March 2022 | Full year results and final dividend announcement | | --- | --- | | 17 March | Final dividend – ex-dividend date | | 18 March | Final dividend – record date | | 6 May | Annual General Meeting | | 10 May | Final dividend – payment date (Ordinary shareholders) | | 17 May | Final dividend – payment date (ADR holders) | | 30 June | Half year end | | August | Half year results and interim dividend announcement | | August | Interim dividend – ex-dividend date | | August | Interim dividend – record date | | September | Interim dividend – payment date (Ordinary shareholders) | | September | Interim dividend – payment date (ADR holders) | | 31 December 2022 | Financial year end | | February/March 2023 | 2022 full year results and final dividend announcement | ## Ordinary Shares and American Depositary Receipts The Company's Ordinary Shares are traded on the London Stock Exchange (ticker: SPT). The Company operates a Level 1 American Depositary Receipt (ADR) programme with each ADR representing four Ordinary Shares. The ADRs trade on the US over-the-counter market (symbol: SPMYY; CUSIP: 84856M209). BNY Mellon is the authorised depositary bank for the Company's ADR programme. The ADRs are quoted on the OTC Pink electronic quotation service which can be found at www.otcmarkets.com/corporate-services. ## Annual General Meeting The Company's 2022 Annual General Meeting (2022 AGM) will be held at 11.00am on Friday 6 May 2022 at the offices of FTI Consulting at 200 Aldersgate, Aldersgate Street, London EC1A 4HD. ## Company's registrar Enquiries concerning shareholdings, change of address or other particulars should be directed in the first instance to the Company's registrar, Equiniti, on 0371 384 2126 from the UK or, if calling from overseas, +44 (0)121 415 7047. Equiniti also provides a range of online shareholder information services at www.shareview.co.uk, where shareholders can check their holdings and find practical help on transferring shares or updating their details. ## Dividends Shareholders are able to choose to receive their dividends direct to their bank account, reinvested in Ordinary Shares through the Company's Dividend Reinvestment Plan (see below), paid by cheque or paid in foreign currencies. To change how you receive your dividends please contact the Company's registrar, Equiniti, on 0371 384 2268 or log on to www.shareview.co.uk. ## Dividend Reinvestment Plan The Company has a Dividend Reinvestment Plan (DRIP) delivered by Equiniti Financial Services Limited. The DRIP allows eligible shareholders to use their cash dividend to buy additional shares in the Company, so increasing their shareholding. If you would like additional information, please contact the Company's registrar, Equiniti, on 0371 384 2268 or log on to www.shareview.co.uk. ## Shareholder security Shareholders are advised to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free reports about the Company. Details of any share dealing facilities that the Company endorses will be included in the Company's mailings or on our website. More detailed information can be found at www.fca.org.uk/consumers. 206 Spirent Communications plc Annual Report 2021 ## Glossary 4G (Fourth Generation) Fourth generation of mobile communications that delivers data rates of tens to hundreds of megabits per second. 5G Digital Twin An approach to testing and assurance that provides an emulated, software replica of a 5G physical network that allows for continuous prototyping, testing, assuring and self-optimisation of the living network. 5G (Fifth Generation) Fifth generation of cellular technology, engineered to greatly increase the speed and responsiveness of wireless networks, capable of multiple gigabit per second data rates and very low latency. 5G New Radio (5G NR) 5G NR is a new air interface (the radio frequency portion of the circuit between the mobile device and the active base station) for 5G cellular networks. 6G (Sixth Generation) The future standard for wireless communications technologies supporting cellular data networks. As the planned successor to 5G, it is expected to be capable of much higher data speeds. Anything as a Service (XaaS) A general, collective term that recognises the vast number of products, tools and technologies that vendors deliver to users as a service over a network – typically the internet – rather than providing locally or on site within an enterprise. Cloud A variety of computing concepts that involve a large number of computers connected through a real-time communication network such as the internet. Often used in reference to network-based services served up by virtual hardware, simulated by software running on one or more physical machines. Data Center A centralised location where computing resources critical to an organisation are OTHER INFORMATION maintained in a highly controlled environment. Ethernet A family of networking technologies originally developed for local area networks, which migrated to metro area networks and eventually became the dominant standard in wireline networks worldwide. Fixed Wireless Access (FWA) A method of providing wireless connectivity through radio links between two fixed points that enables ‘last mile’ wireless broadband access to homes or businesses without the need to lay fibre or cable. Global Navigation Satellite System The standard generic term for satellite navigation systems that provide autonomous (GNSS) geo-spatial positioning with global coverage. GNSS allows users’ receivers to determine their location to within a few metres by employing a triangulation technique that uses information from multiple satellites. Global Positioning System (GPS) A global navigation satellite system operated by the United States government for determining a user’s location and height at any point on the Earth’s surface. A receiver uses minute differences in measured time signals from clocks on satellites to calculate these positions and altitudes. Hyperscaler The operator of data centers that offer scalable Cloud computing services. Examples include Amazon Web Services (AWS), Microsoft Azure and Google Cloud Platform. Industry 4.0 The Fourth Industrial Revolution, which conceptualises rapid change to technology, industries, and societal patterns and processes in the 21st century due to increasing interconnectivity and smart automation. Internet of Things (IoT) A network of physical objects or “things” embedded with electronics, software, sensors and connectivity to enable data exchange with the manufacturer, the operator and/or other connected devices. Each thing is uniquely identifiable through its embedded computing system but is able to interoperate within existing internet infrastructure. Internet Protocol (IP) The primary network protocol used on the internet and on other network devices to facilitate and control the flow of data. Lab-as-a-Service (LaaS) A cloud-based build and deploy environment to manage lab resources required by developers, testers, pre- and post-sales support teams and others on an on-demand basis. LaaS is proven to reduce CapEx and increase lab user efficiency. Long-Term Evolution (LTE) An advanced wireless data communications technology standard (sometimes called “4G”) which is an evolution of 3G UMTS standards. In addition to its wireless interface specification, LTE uses a simplified flat IP-based network architecture. Mobile Edge Computing (MEC) A network architecture concept that enables Cloud computing capabilities and an IT service environment at the edge of the cellular network and, more generally, at the edge of any network. 207Spirent Communications plc Annual Report 2021 OTHER INFORMATION ## Glossary continued Multiple-System Operators (MSO) A designation often used for cable companies that offer services beyond television broadcast. Many MSOs offer a “triple play” of internet and telephone service alongside their traditional cable television offerings. Network Functions Virtualisation (NFV) An initiative to provide a network production environment which lowers cost, raises efficiency and increases agility by hosting network functions previously carried out by proprietary, dedicated hardware on virtual machines running on industry-standard commodity hardware. Non-Standalone (NSA) 5G A 5G deployment that depends on a 4G evolved packet core for control functions, with the 5G New Radio (NR) cells exclusively focused on information transfer. Open Radio Access Network The concept of interoperability of open hardware, software and interfaces for cellular (Open RAN/O-RAN) wireless networks. Over the Top (OTT) Any service that delivers content over the internet. The service is delivered “over the top” of another platform. Secure Access Service Edge (SASE) A security framework for enabling secure and rapid Cloud adoption, and for helping to ensure that both users and devices have secure Cloud access to applications, data and services anywhere, any time. Smart City A city which uses information and communication technology (ICT) to improve operational efficiency, share information with the public and provide a better quality of government service and citizen welfare. Software-Defined Wide Area Simplifies the management and operation of a wide area network (WAN) by Networking (SD-WAN) decoupling the networking hardware from its control mechanism. This concept is similar to how software-defined networking implements virtualisation technology to improve data center management and operation. Standalone (SA) 5G Use of 5G cells for both signalling and information transfer. It includes new 5G packet core architecture instead of relying on the 4G evolved packet core. SA deployment is expected to have lower cost and better efficiency, and to assist development of new use cases. Test-as-a-Service (TaaS) The outsourcing of testing activities to a third party that focuses on simulating real-world testing environments as specified in the client requirements. Virtualisation Technologies designed to provide a layer of abstraction from the physical characteristics of computing resources to simplify the way in which other systems, applications or end-users interact with those resources. Voice over 5G New Radio (VoNR) A technology that uses the standalone architecture of a 5G network to provide significantly lower latency and improved quality over earlier approaches, resulting in an extremely elevated calling experience. Wide Area Network (WAN) A wide area network is a telecommunications network that extends over a large geographical area for the primary purpose of computer networking. Wide area networks are often established with leased telecommunication circuits. Wi-Fi 6/Wi-Fi 6E/Wi-Fi 7 Wi-Fi 6 is the latest generation and standard for wireless internet, providing lower latency and more efficient data transfer compared with earlier generations. Wi-Fi 6E extends the capabilities of Wi-Fi 6 into the 6 GHz band in certain countries. Wi-Fi 7 is the next generation of Wi-Fi standards, currently in development. 208 Spirent Communications plc Annual Report 2021 ## Contact details | Registered office | Brokers (joint) | | --- | --- | | Spirent Communications plc | Jefferies International | | Origin One | 100 Bishopsgate | | 108 High Street | London EC2N 4JL | | Crawley | United Kingdom | | West Sussex RH10 1BD | Tel: +44 (0)20 7029 8000 | | United Kingdom | Website: www.jefferies.com | Tel: +44 (0)1293 767676 UBS Limited Email: investor.relations@spirent.com 5 Broadgate Website: corporate.spirent.com London EC2M 2QS Registered in England No: 470893 United Kingdom Tel: +44 (0)20 7567 8000 Auditor Website: www.ubs.com Deloitte LLP 1 New Street Square Financial adviser London EC4A 3HQ NM Rothschild & Sons Limited United Kingdom New Court Tel: +44 (0)20 7936 3000 St Swithin’s Lane Website: www.deloitte.com London EC4N 8AL United Kingdom Registrar Tel: +44 (0)20 7280 5000 Equiniti Limited Website: www.rothschildandco.com Aspect House Spencer Road Financial PR adviser Lancing FTI Consulting Limited West Sussex BN99 6DA 200 Aldersgate United Kingdom Aldersgate Street Tel: 0371 384 2126 (UK) London EC1A 4HD Tel: +44 (0)121 415 7047 (overseas) United Kingdom Text phone (for shareholders with hearing difficulties): Tel: +44 (0)20 3727 1000 0371 384 2255 (UK) Website: www.fticonsulting.com +44 (0)121 415 7028 (overseas) Website: www.shareview.co.uk ADR depositary BNY Mellon Corporation PO Box 30170 College Station TX 77842-3170 USA Tel: +1 888 269 2377 (toll free US) Tel: +1 (201) 680 6825 (outside US) Email: shrrelations@cpushareownerservices.com Website: www.computershare-na.com/bnym_adr Cautionary statement regarding forward-looking statements Spirent Communications plc’s commitment to environmental issues is reflected in ® This Annual Report may contain forward-looking statements which are made in this Annual Report, which has been printed on GalerieArt Satin, an FSC good faith and are based on current expectations or beliefs, as well as assumptions certified material. about future events. 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You should not place undue reliance on these forward-looking statements, which are not a guarantee of future performance and are subject to factors that could cause our actual results to differ materially from those expressed or implied by these statements. The Company undertakes no obligation to update any forward-looking statements contained in this Annual Report, whether as a result of new information, future events or otherwise. CBP011464 Spirent Communications plc Origin One 108 High Street Crawley West Sussex RH10 1BD United Kingdom Tel: +44 (0)1293 767676 Email: investor.relations@spirent.com Website: corporate.spirent.com Registered in England No: 470893 Spirent and the Spirent logo are trademarks or registered trademarks of Spirent Communications plc. All other trademarks or registered trademarks mentioned herein are held by their respective companies. All rights reserved.