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Annual Report and Accounts
2023
Bringing
Water to Life
Supporting the lives of people and the
places they love for generations to come
Contents
Strategic Report
Year at a glance 1
Chair’s letter 2
Chief Executive Officer’s review 4
Our business model 8
Our strategic framework 10
Ambitions to 2050 12
Market overview 14
Key Performance Indicators 17
Operational review 22
How we do business 27
Group Chief Financial Officers report 44
Risk management and principal risks 52
Viability statement 63
Our integrated approach to ESG 65
Sustainability reporting 67
Streamlined Energy and Carbon Report (SECR)
SASB Pennon 2022/23 Disclosure
Taskforce on Nature-related Financial Disclosures
(TNFD)
Task Force on Climate-related Financial Disclosures
(TCFD)
Non-financial and sustainability information statement 96
Governance
Governance at a glance 98
Chair’s introduction to governance 100
The Board 102
The Executive Team 105
Board Leadership and Company Purpose 107
Stakeholder engagement 110
Section 172 statement 112
Division of responsibilities 114
Composition, succession and evaluation 116
Audit, risk and internal control 118
Audit Committee report 120
ESG Committee report 126
Nomination Committee report 128
Health and Safety Committee report 132
Remuneration Committee report 134
Directors’ remuneration report 136
Directors’ Report 158
Financial Statements
Independent auditor’s report 162
Financial statements 170
Notes to the financial statements 176
Other Information
Alternative performance measures 220
Five-year financial summary 224
Glossary 225
Shareholder information 226
Visit us online
Our annual report and the other reports in our corporate
reportingsuite can be found on our website www.pennon-group.
co.uk/investor-information/financial-reports-and-presentations
Our reporting suite
Clear and transparent reporting is important to us and our
stakeholders. Our annual report is supported by additional
disclosures contained in our wider corporate reporting suite.
These include:
Net Zero plan
Modern slavery statement
ESG Databook 2023
Gender and Ethnicity Pay Gap Report 2023
Fernworthy Reservoir,
Dartmoor National Park
Our front cover picture of Fernworthy Reservoir was
taken by Georgia Hawking, a people admin team leader at
Pennon Group.
Year at a glance
Making progress on our key priorities
Augmented
supply and
storage
schemes
New
resources
repurposing
of quarries
Driving
demand-side
initiatives
Sustainable
living
Championing
renewables
Reversing
carbon
emissions
Carbon footprint
reduced
by c.40%
since 2021
80%
of catchments
improved
Net zero
environmental
gains
Improving the
environment
100%
bathing water
quality – second
consecutive year
c.30%
reduction
in storm overflow use
c.50%
reduction
in wastewater
pollutions in 2 years
c.£358
million
capex in 2022/23
c.50%
increase
in 2022/23
Investing over
£750million
over the next two
years
Record
capital
investment
Addressing
customer
affordability
Below
inflation
bill increases
for 2023/24
Second
issuance
of
c.£85
million
customer support
to date
Financially
resilient
Double digit
RORE
60.8%
gearing
year on year
reduction
Pension
scheme in
surplus
11.1%
4.6%
Water quality
and resilience
Pennon Group plc | Annual Report and Accounts 2023 1
Strategic Report Governance Financial Statements Other information
Chairs letter
Thank you to our employees
I would like to start by recognising everyone who works for Pennon.
They deserve credit for what we have achieved this year. With over
3,000 people, and nearly the same number of supply chain partners, it’s
their dedication, care and consideration for customers and each other,
as well as their passion for the places they live and work in, that has
enabled us to deliver another year of robust results. It has not always
been easy for them with the media headlines shining a spotlight on what
we can and need to do better. On behalf of the Board, I thank you all, and
we are proud of what you do.
Challenging times for the UK Water sector
We have made steady progress in delivering our strategy, and our
operational commitments across all parts of the Group, with strong
leadership from our Executive Team. However, there is more we need
to do, more rapidly, to modernise our Victorian sewage system, and to
protect the environment.
The Board are focused on planning, prioritising and investing in the
changes needed. We are listening to our customers, stakeholders and
regulators. We all share the same view; this is a multi-generational
challenge, and one that will take time to achieve sustainably. We can and
must make progress in the short-term too.
Our focus has been on reducing the use of storm overflows and we have
seen a 30% fall in numbers. Continuing on this trajectory will achieve our
planned 50% reduction by 2025. We also continue to reduce pollution
levels with sustained improvements of 50% over each of the past 2 years.
This is integral to improving our EPA performance. This remains a key
area of focus for the Board.
The effects of climate change have also been felt severely in the South
West, given our topography and 860 miles of coastline and adjacency
to the Atlantic Ocean. We have experienced extreme weather patterns,
from storms to freezing temperatures and sustained periods of drought.
It is clear we all need to do more to safeguard the planet for future
generations and we are making progress with our Net Zero ambitions
to 2030.
The drought has brought into clear focus how important it is that we are
able to supply world-class drinking water to all our customers. We are
therefore investing in additional water resource capacity for Cornwall
and Devon. We are also on track to deliver new water treatment works
for Bournemouth customers.
Finally, it has been pleasing to see continued progress and growth
in our non-household retail businesses Pennon Water Services and
water2business, with strong customer service.
Many are struggling financially in these challenging
economic times.
The cost of living crisis has continued to weigh heavy on many.
Our region, given its dependency on agriculture and tourism, can
experience socio-economic challenges. Our Board commitment to
eradicate water poverty has remained a priority. We have kept bill
increases below the rate of inflation, lower than the average sector bill
rises seen elsewhere and in other utilities. We have focused on those
most in need with over 110,000 customers benefiting from our broad
range of affordability initiatives.
We also recognise that the same cost of living pressures are being felt
by our employees and it was right therefore that we have awarded our
highest ever pay award to those earning the least and those focused on
delivering for our customers and communities. We also continue to be a
living wage foundation employer for all.
“We continue to focus on leading a sustainable
business that delivers for customers, colleagues,
our shareholders and the UK.
Gill Rider
Chair
2 Annual Report and Accounts 2023 | Pennon Group plc
c.110,000
customers benefited from our broad range of
affordability initiatives
Strengthening our Board, championing diversity
This coming year will be my last as Chair, and I am grateful to work
alongside a talented and diverse Board. This year we have focused on
Board succession, and I am pleased to welcome Dorothy Burwell and
Loraine Woodhouse as new independent Non-Executive Directors.
Loraine will succeed Neil Cooper as Audit Chair when he steps down this
summer, having served on the Board since 2014 alongside me. I would
like to thank Neil for his wise counsel and careful stewardship over many
years and in his role as Senior Independent Director.
For the first time in Pennon’s history, more women now serve on the
Board than men, and Susan and I continue to be strong advocates for
championing inclusion and diversity. I am encouraged by the good
progress being made across the Group, in building a more inclusive
culture, and particularly in our graduate and apprenticeship programmes
as we build the workforce we need for the future. We are making
our largest ever investment in skills and people, with a doubling of
apprenticeships and graduates to 1,000 and we will also offer 5,000 work
placements over the same period. We do this, because it is important
we have people with the right skills to deliver for our customers and
the environment, and also in doing what’s right in a region where one in
three constituencies score above the national average for deprivation.
The Group continues to deliver on its commitments to
our wider stakeholders.
We continue to grow a sustainable business that delivers for customers,
colleagues, our shareholders and the UK. Our loyal shareholders include
UK pension funds, savings funds, charities, employees and customers.
Pennon’s dividend policy of CPIH + 2% reflects the Board’s continuing
confidence in the longer-term sustainable growth strategy, and in
recognition of the ongoing investment required to deliver for the future.
The Board is recommending a final dividend of 29.77 pence per share
for the year ended 31 March 2023. Together with the interim dividend of
12.96 pence per share paid on 5 April 2023, this gives a total dividend for
the year of 42.73 pence.
In summary
Pennon is ready to lead through to the next phase of the water sector’s
evolution. Coupled with our ongoing investments in people, assets and
continuing strong financial and operational discipline, we are confident
we will continue to grow and deliver for all our stakeholders.
Gill Rider
Chair
31 May 2023
Knapp Mill Water Treatment
Works, Bournemouth
You can read more on how we are engaging with our stakeholders in our
Section 172(1) statement on page 112.
Pennon Group plc | Annual Report and Accounts 2023 3
Strategic Report Governance Financial Statements Other information
Bournemouth
Knapp Mill
Alderney
Bournemouth
Water
Bristol
Bristol
Water
South West
Water
Exeter
Falmouth
Stithians
Newham
Radford
Ernesettle
Camels Head
Marsh Mills
Lowermoor
Allers
Pynes
Mayflower
Littlehempston
Restormel
Northcombe
Brokenbury
Dawlish
Buckland
Countess Wear
Maer Lane
Tiverton
Ashford
Cornborough
Par
Menagwins
Hayle
Newquay
Cambourne
Isles of Scilly
Plymouth
Cheddar
Banwell
Stowey
Barrow
Littleton
Purton
Chief Executive Officers review
Reflections on the Year
As I reflect back on the year, this has been an extraordinary one, in
which extreme weather patterns have tested our operational resilience.
At the same time, inflationary pressures have tested our financial
resilience. We have been able to respond to both with agility and pace,
pivoting to focus on the things that matter right now, and tackling the
biggest challenges head on. Whether it’s the use of storm overflows,
water resilience, the cost of living crisis or climate change, we are
investing more than ever before. We couldn’t do any of this without
the support, dedication and pioneering spirit of our c.3,000 employees,
who see opportunities where others see challenges, and I am so
proud of ‘TeamPennon’. We continue to invest in our leaders of the
future, doubling our apprenticeship and graduate schemes to 1,000 by
2030. This year, we were awarded Gold membership of the 5% club, in
recognition of our efforts to provide “earning and learning opportunities”
to our employees. And we have also strengthened our executive
capability across the year, with new appointments, and as we have
successfully integrated Bristol Water into the Group.
We have been well placed to respond
Our business model ensures we have the headroom and capacity to be
fleet of foot, tackling challenges head-on and taking opportunities when
they arise. Overall, we are investing more than ever before, re-baselining
our capital investment to over £350 million in the year to become the
new normal, and with plans to spend at least the same again, each
year, for the remaining period to 2025 and as part of our £1.5 billion
environmental investment programme over K7.
Susan Davy
Chief Executive Officer
“In an extraordinary year, we have tackled the
challenges head on, responding with agility and
pace, as we have pivoted to focus on the things
that matter most.
Major Wastewater Treatment Works
Designated bathing waters
Major Water Treatment Works
4 Annual Report and Accounts 2023 | Pennon Group plc
Tackling challenges head on
Looking beyond the headlines, there has been progress. We are building
momentum and making record levels of investment. One year ago, we
launched WaterFit, our plan for healthy rivers and seas as part of c.£100
million of investment to 2025 focused on the protection of our 860 miles
of coastline and rivers in the South West. This includes an additional
c.£45m reinvestment of out-performance.
This includes the things our customers care about most such as bathing
water quality, where for the second year running, we have achieved
100% as measured by the Environmental Agency, and in their testing of
harmful bacteria in our seas. This compares to 70% across the rest of
the sector.
For 2022, overflow spills reduced by 30% and we remain on target to
reduce spills by 50% by 2025. Whilst undoubtedly the drier weather
will have played a part, the majority of the improvements are down to
interventions made whether capital investment to increase network
capacity or through proactive maintenance.
With 100% monitoring of storm overflows now in place, a year ahead of
plan, we launched WaterFit Live, giving customers and visitors near time
information about their favourite bathing beach, and storm overflows,
as well as the detailed investments we are making to reduce overflow
spills across the region’s coastline by 2025, with 49 beaches prioritised.
Through #Your beach, Your Say, Our investment, we will empower our
customers and communities to work together to plan our next phase
of improvements.
We continue to drive down pollution levels, as we committed to, with
a 50% overall reduction since 2020, a 75% reduction in the number
of serious incidents and maintaining our record of zero category 1
incidents. Continuing this trajectory to 2024 will see us achieve the
lowest number of absolute pollution numbers. Our focus continues in
rising main replacements, installing 9,000 sewer depth monitors and
continuing our investment in technology and innovation. We anticipate
that this performance will see us regain our EPA rating of 2 star for 2022
and we remain focused on achieving 4 star for 2024.
Against our pledge to reduce our impact on rivers by one third by 2025,
we are well on our way to mitigate impacts from our own assets and
practices. Through sewer separation and four phosphorous schemes
completed during the year our impact has reduced from 19% to 12.6%.
In addition, our pilots on the rivers Dart and Tavy to explore how
we might achieve the region’s first bathing quality river, are well
underway. Given this is a community-led designation process, we
have been bringing together stakeholders and community groups
to work collaboratively.
This was also a year where in addition to drought, we saw some of the
worst storms, with freezing temperatures, rapid thawing and flooding.
It’s clear that the impact of climate change is here now, and we all need
to play our part in protecting precious resources. Delivering on our Net
Zero 2030 commitment is more important than ever, and we are making
good progress in all 3 areas of our promise to the planet – sustainable
living, championing deliverables and reducing carbon emissions. We are
investing c.£160m in renewable energy generation, having made the
first acquisition of a PV solar site, with more planned to counteract the
ongoing volatility of the energy markets. We have improved 80% of the
catchments we work in, through activities such as peatland restoration
and tree planting. We have also reduced our carbon emissions by c.40%
since 2021.
The weather impacts, and need to pivot, ensuring we have focused
on the areas that have mattered most, has impacted our stretching
business plan delivery, with SWW at 70%, and Bristol Water at 65%
of ODIs.
Water resilience and water quality
Water is essential for life. The supply of clean and safe drinking
water remains our top priority and it’s easy for this to have become
overshadowed in people’s minds given the attention on storm overflows.
We can never be complacent and it’s the reason we take a “quality first”
approach to ensuring we can always provide clean and safe drinking
water to our customers. We operate across a unique topography where
over 90% of water resources are derived from rivers and reservoirs.
None of our strategic reservoirs are directly connected to treatment
works, and therefore the efficacy is directly driven by the health of the
rivers. This means it’s the low river flows that will drive the depletion of a
reservoir, which act as a storage facility in drier months.
The last six months of 2022 were exceptional. We experienced the
hottest, driest, weather on record and a consequence of climate change.
A combination of a lack of rain, the fourth driest period in 130 years,
extreme heat, with high levels of soil moisture, and increased demand as
a result of population growth, uniquely converged to put pressure on one
of our five strategic reservoirs. Colliford reservoir, serving Cornwall, was
depleted as we sought to continue to protect the river health in
the region.
£100m
investment planned
to 2025 to protect
ourcoastline and rivers
Living by our values
It’s also a year in which the UK Water sector has been rightly challenged
to clean up its act. The use of storm overflows has become the
unacceptable face of a Victorian sewage system, once revered across
the globe. Like all water companies in the UK, we’ve relied on storm
overflows to prevent sewage filling our streets and flooding our houses.
The release from storm overflows can result in diluted raw sewage
going into our rivers and seas and it is not acceptable, it puts at risk the
bathing water quality standards, it is wrong and it must stop.
The Board and I are clear that we can and we need to do more to protect
our environment.
As CEO, it’s my role to set the tone from the top, to lead by example
and champion living our values. It’s also right that we reset to build trust
in the sector, and for our customers and communities to feel listened
to. For this reason, with the full support of the Board, and given the
cost-of-living crisis weighing heavy on many customers, I will not be
taking either my annual bonus or long-term incentive award for this year.
Instead, the funds will go where it’s needed most, to our customers, as
part of our unique WaterShare+ scheme.
Pennon Group plc | Annual Report and Accounts 2023 5
Strategic Report Governance Financial Statements Other information
Financial Resilience
Driving out-performance give us the flexibility to deliver more within a
regulatory delivery period. Our RORE performance for 22/23 continues
to be strong with South West Water achieving 11.1% and Bristol Water
4.6%. This supports our cumulative Group RORE position of 8.7%,
equating to £192 million and an increase on £149 million in 2021/22. This
out-performance, combined with the strength of our balance sheet, is
supporting c.£300 million of additional and accelerated initiatives. We
have also been able to absorb the impact of elevated inflation on power
and interest costs during the year, reducing our gearing to 60.8% as well
as ensuring our pension scheme remains in surplus.
We are a stronger business as One Pennon.
In February we successfully concluded the licence and statutory
transfer of Bristol Water, successfully TUPEing employees into South
West Water. As part of One Pennon, it is now easier to share best
practise, for example our approach to Quality First, in ensuring clean
and safe drinking water is at the top of our priorities. In April, Ofwat
also announced their draft Accelerated Programme, which includes an
additional £125 million investment to 2030 and just under half will be
delivered in the current regulatory period. This builds on our existing
investments in the region including Green Recovery, WaterFit and
Stop the Drop initiative.
At the same time, we are making complementary investments in
renewal energy generation and storage. Our £160 million investment
will significantly accelerate the Group’s 2030 Net Zero target for 50%
self-generation as well as reducing our reliance on the volatility of global
power markets.
Furthermore, our sustainable and profitable B2B businesses,
Pennon Water Services and Water2business, with a combined market
share of 12% continue to win contracts and are driving strong
financial performance.
The Group continues to deliver on its commitments to
our wider stakeholders.
Our purpose, Bringing Water to Life, supporting the lives of people and
the places they love for generations to come, is at the heart of what
we do and why we do it. We continue to focus on being a sustainable
business that can deliver for colleagues, customers, our shareholders
and the UK as a whole, with sustainable financing and accreditation
with the Fair Tax Mark. Our supportive shareholders include UK pension
funds, savings funds, charities, employees and uniquely for Pennon,
our customers. Across the UK, the number of private individuals with
shareholdings has been declining for some years. Last year it was
reported that c15% of the UK stock market was held by individual
shareholders. In the 1960s, that number was c.50%.
130,000 free water
saving devices issued
as part of our ‘Stop the
Drop’ campaign
Chief Executive Officers review continued
The pace and speed in which we have been able to deploy innovative
solutions, using tried and tested models elsewhere in our region, and
with shareholder support was key. In the space of less than a year, we
have built 25% more expanded capacity for Cornwall and 12% for Devon,
and with a £125 million investment to ensure future resilience. Using
our learnings from the Isles of Scilly’s successful use of desalination,
this is now an important component of our future water resource
strategy, and we are well into progressing plans. Our proactive and
speculative acquisition of disused mining quarries over the past 15
years, re-purposing them as water resources, meant we could provide
additional storage in the second half of the year, and we continue to do
so, alongside building new pipelines. We have increased our leakage
activities, as well as fixing customer side leaks for free, and have
routinely fixed three times the planned levels averaging around
2,000 a month.
On the demand side, the success of South West Water’s unique and
innovative Stop the Drop campaign, where the campaign gained traction
as the collective might of the people came together to see a sustained
reduction in customer demand (c.5%) over the period, has been a
useful learning. We continue to engage with our customers to influence
behavioural change, through our now ongoing customer campaign
Save Every Drop, and in issuing over 130,000 free water saving devices
from water butts to shower heads. At the same time, we are focused on
reducing our own usage on our sites.
Against a worse credible planning scenario, we are better positioned
because of the actions we have already taken, and what we plan to do.
Furthermore, our acquisition of Bristol Water, driven by synergies and
strategic water resource benefits, and our commitment to progress the
Cheddar 2 reservoir, will bring benefits to the Greater South West over
the longer-term including the neighbouring Wessex region.
Susan at the ‘Topping Out’ ceremony for the Centre for Resilience in
Environment, Water and Wastewater (CREWW), Exeter University
6 Annual Report and Accounts 2023 | Pennon Group plc
We believe there is a place for both, as do our customers. As a direct
result of our innovative WaterShare+ scheme, giving customers a stake
and a say in their water company, we now have four times as many
customer shareholders as we do institutional shareholders. With our
second issuance, 1 in 14 households in the South West Water region
opted to take shares as opposed to money off their bill, and we were able
to include Bristol Water customers for the first time. With this ownership
model, it means that we spend more time directly engaging with our
customers, at quarterly public meetings and at our customer AGM, so
we can hear directly what matters most. And, in this cost-of-living crisis,
we believe every customer should benefit from what we do. We have
therefore ensured annual bill levels increases have remained well below
inflation levels and the c.7% average annual increases seen across the
sector, as we double the number of customers on support tariffs, and in
eradicating water poverty.
We also believe in investing for the future for the good of the sector.
Our 25-year partnership with the University of Exeter, CREWW – the
Centre for Resilience in Environment, Water and Wastewater, is working
to resolve some of the most pressing global challenges in the sector, not
just in the UK but globally. Bringing together some of the best minds
in Geography, Biosciences, Engineering, Economics and Psychology,
we are looking to find answers ranging from how we can ensure there
is enough water to cope with population growth and climate change,
to how we prevent pollution and eliminate micro-plastics in our water
supply. Our hope is that CREWW will become a beacon of change for
the sector, in the UK and globally, whilst at the same time driving benefit
and investment back into the South West as projects incubators for idea
generation and commercial opportunities.
Looking ahead
In summary, our full year results reflect resilient performance, in a
challenging year and in which we have pivoted to focus on what matters
most today, and in building our capabilities for the future.
As we look forward to our next price review, which we submit in October
2023, the Board is very focused on ensuring we can continue to develop
innovative and sustainable solutions for the issues the sector faces and
in delivering more for our customers, communities and the environment.
We are currently undertaking our most comprehensive customer
engagement programme ever, as this is the key to unlocking both
ambitious and credible plans, supported by our WaterShare+
Advisory Panel.
We want to ensure we continue to deliver world class drinking water,
boosting water resources and resilience across the greater South
West for the longer term. We also plan to reflect the unique needs of
our region, and in particular our 860 miles of coastline, building on
our expertise in biodiversity, catchment management and Net Zero
capabilities. And, with a focus on ensuring our plans are affordable,
we will explore a suite of charging options and tariffs, reflecting our
customer demographics, as well as continuing to evolve our affordability
toolkit, protecting the most vulnerable and eradicating water poverty.
Susan addressing the annual
Pennon Homesafe Conference
in Bristol
As One Pennon, with a strong balance sheet, financial and operational
resilience, we are well placed to deliver a sustainable future for all.
Susan Davy
Chief Executive Officer
31 May 2023
Pennon Group plc | Annual Report and Accounts 2023 7
Strategic Report Governance Financial Statements Other information
Our business model
Delivering services through all stages of the natural water cycle
Bringing water to life –
supporting the lives
of people and the places
they love for generations
to come
Water resources
Ensuring an available and sufficient supply of raw water is critical
to ensuring a continuous supply to customers. Our operations
play a vital part in maintaining the level of river flows and their
ecological health – from the level of water we release from
our reservoirs into rivers, to the level we abstract and take to
our treatment plants. Protecting the region’s precious natural
resources is at the heart of what we do.
SWW BW BRL
SWW
South West Water
BW
Bournemouth Water
BRL
Bristol Water
WR
B2B Retailers
Wastewater
treatment and
recycling
We treat wastewater to a
high standard at our 653
wastewater treatment
works before returning
treated wastewater to
the environment, safely.
Bioresources created
during the treatment
process are a valuable
source of both nutrients and
energy and contributes to a
circular economy.
SWW
Wastewater
collection
We maintain and operate c.23,000km of sewers in
the South West region,removing waste from the
homes and properties of our customers.
Through our programme of proactive interventions,
informed by extensive data and AI, we keep our
network in the best possible condition, identifying
and repairing issues alongside an extensive
sewer cleaning programme
SWW
Services to homes, businesses
and our wider communities
We manage an extensive network to deliver uninterrupted
supplies to our customers whilst keeping customers’ bills
affordable. Our household and business retail contact centres
are focused on providing excellent end-to-end customer
experiences. From providing water and sanitation, through to
environmental protection, recreational facilities, education, local
jobs and investment for future generations. The services we
provide are essential for the health and economic wellbeing of our
localcommunities.
SWW BW BRL WR
Water treatment
and distribution
We take water from our
reservoirs, river and
groundwater sources and
transport it to our treatment
works, where it is treated to a
high standard using a number
of processes. Once the water
is clean, safe and reliable we
transport this to customers’
homes and businesses through
our c.25,000km ofwater pipes.
SWW BW BRL
Our business model is shaped by our purpose - Bringing Water to Life, supporting the lives of people
and the places they love for generations to come. This means we are not only seeking to create value
for our stakeholders today but reinvesting in our business in a carefully planned andsustainable way
for the future.
8 Annual Report and Accounts 2023 | Pennon Group plc
Our key strengths and resources
Benefits and value we create for:
Environmental –
Natural Capital
High-quality assets
Investing in world-class
facilities and plants, using
innovation and technology
to help safeguard our
natural resources.
Environmental stewardship
Constantly seeking more
sustainable ways of working
to protect, enhance and
reduce our impact on the
natural environment.
Social –
Social and Human Capital
Strong reputation and
customer service record
High levels of employee
engagement and accreditation
as best place to work.
A stake and a say
Our unique WaterShare+
framework offers customers
a greater stake and a say
through Pennon share
ownership or bill reductions,
alongside a dedicated
customer AGM.
Governance –
Manufactured, Intellectual and FinancialCapital
Effective governance
A strong governance framework, supporting robust
decision-making and performance management.
Comprehensive risk management processes.
Fair tax mark accreditation.
Efficient financing
Sustainable financing framework.
Low effective interest costs.
Strong acquisition expertise
Track record of success in acquisition integration.
Strong relationships with our suppliers
Always ensuring their performance meets our
expectations, upholds our standards, aligns with our
policies, protects human rights and promotes good
working conditions.
CustomersEnvironment
220,000
trees planted to date, on
track to plant 250,000
by 2025
100%
with an affordable bill
by 2025
>50%
forecast growth to 2025 in our water
businesses’ regulatory capital value (RCV)
Suppliers
Regulators
c.2,900
suppliers in our Group supply chain
Regular and proactive contact and engagement
with Regulators
c.3,000
Largest private sector
employer in the region
Talented people
>4,000
pupils helped by our
educational programmes
Communities
Find out more about how we engage with our stakeholders on page 27.
2030
Net Zero commitment
Investors
Underpinned by our purpose, twin-track growth strategy, continuous innovation and environmental commitments
Role of the Group
The Group provides strong pillars of strategic direction, financial management, risk management and governance.
Combined with the Group’s robust fundamentals this creates resilience in a challenging economic environment
and drives long-term sustainable growth.
Pennon Group plc | Annual Report and Accounts 2023 9
Strategic Report Governance Financial Statements Other information
Our strategic framework
3
Leadership in UK water
The Group has continued to deliver resilient services through extreme
climate variability and high demand. Alongside this, we have delivered
some of our best environmental performance to date, including our best
ever wastewater treatment works compliance, a reduction in wastewater
pollutions, and outstanding bathing water quality across the region.
Currently, over c.110,000 customers benefit from our broad range of
affordability initiatives, and we continue to work hard to deliver quality
services at an efficient cost, so that bills remain affordable. In 2022/23,
customer bills in the South West Water region were lower than they were
10 years ago, and £10 lower than in 2021/22 and, recognising the cost-of-
living pressures customers are facing, bills across the Group for 2023/24
will see below-inflationary increases.
Driving outperformance across the Group gives us the ability to deliver
more within a regulatory delivery period. As a Group, we are strategically
positioned to outperform in the current macro-economic environment.
Our flexible financing strategy and diverse debt portfolio, with a relatively
lower level of index-linked debt compared to the industry average allows
us to outperform, and is reflected in our strong return on regulated equity,
with outperformance enabling reinvestment in additional initiatives.
Progress against our strategy
100%
bathing water quality across the region for the second
consecutive year
c.10.5% in 2022/23
Continued doubling of base returns on
regulated equity across the Group
c.£85m
of customer support delivered to date
2
Pioneering Solutions
We continue to pursue a relentless approach to improving operational
performance through innovative solutions that drive the best outcomes
for all stakeholders. Our pilot, test and deploy approach to innovation
helps us to mitigate risk for customers, communities and the environment.
Our new WaterFit Live tool, launched in early 2023, demonstrates our
commitment to increased transparency, empowering customers and
stakeholders to hold us to account on our performance and allow them
to make informed decisions on water-based recreation. It features a new
interactive map that provides customers and visitors to the region with
more information on the performance and location of storm overflows
at all designated bathing waters, as well as the investments South West
Water is making now, and in the future, to reduce overflow spills across the
region’s coastline by 2025.
As a purpose-led business, we think differently about the relationship
we have with our customers through our innovative and pioneering
WaterShare+ scheme developed to give our customers a greater stake
and a say in our business. We are delighted that since 2021 almost 90,000
customers have opted to become shareholders through WaterShare+.
Progress against our strategy
£40m
returned to customers in K7 through our unique
customer sharing mechanism WaterShare+
Centre for Resilience in Environment Water
andWastewater – our joint venture with the University
of Exeter
Developing innovative solutions to water resources
including desalination and re-purposing quarries
1
Growth in Environmental Infrastructure
Through the successful delivery of our twin-track strategy – driving both
organic and acquisitive growth underpinned by our disciplined capital
allocation, we will continue to create long-term sustainable value.
Our logical and accretive water acquisitions have delivered significant
value for our stakeholders along with meaningful benefits for customers
and shareholders.
Our value-enhancing investment in renewable energy generation and
storage will provide attractive, sustainable returns into the long term, and
fast-track the achievement of our Net Zero 2030 commitments.
We are well underway in delivering on our largest environmental
investment programme which also reflects the delivery of additional and
accelerated investments including Green Recovery, WaterFit, our Save
Every Drop water resilience investment and Ofwat’s recently announced
Accelerated Infrastructure Delivery.
Progress against our strategy
>50%
RCV growth over K7, driven by our twin-track strategy
c.£1.5bn
our largest environmental investment programme,
including additional and accelerated initiatives
£160m capital allocation
in renewable energy generation – 1st c.40 GWh
site acquired
Our three-pillar strategy
We are continuing to drive progress on our three strategic
priorities through our strategic framework.
10 Annual Report and Accounts 2023 | Pennon Group plc
Investing in renewables –
energy generation
We have set aside £160m to
invest in renewable energy and
have identified a pipeline of
solar opportunities.
In May 2023 we acquired a c.40
GWh site in Dunfermline which
is ready to build with consents
in place, and is expected to
commence generation in 2024.
The site also has the capacity for
a two-hour 60 MW battery that
will support the UK Grid’s move
to renewables and provide a
healthy return.
WaterFit Live
In March 2023, we launched
WaterFit Live, an interactive
digital system which shares
with customers the status of
their local bathing waters and
whether there is any impact from
a storm overflow.
WaterFit Live is another milestone
in our progress to protect the
environment by reducing storm
overflows, enhanced monitoring,
providing clear and transparent
reporting for our customers and
increasing our investment to
improve performance.
Driving synergies - Bristol
Water acquisition
We are making strong progress
with our integration blueprint.
Bringing together the two water
businesses to improve customer
service, strengthen our teams and
share and implement learnings.
The licence change and statutory
transfer completed on 1 February
2023, bringing Bristol Water under
the South West Water licence.
Our proven integration blueprint
consists of three phases.
The first, focused on integrating
our back office teams, is
largely complete, and we are
well underway in developing
a combined plan for PR24 to
deliver the best outcomes for all
stakeholders. Phases two and
three will focus on Operations
and Customer Services.
Ensuring future water
resilience
As part of our continued
investment in water resilience, we
purchased Hawks Tor Reservoir
on Bodmin Moor in Cornwall
in March 2022. To tackle the
drought we have deployed a
twin track approach of demand
and supply side investments
augmenting storage scheme,
expanding the treated water
network and repurposing disused
quarries. The interventions deliver
an increase in supply when it is
needed most that equates to 25%
of Cornwall’s demand and 12%
of Devon’s demand. To target
water efficiency we are deploying
initiatives such as ‘Stop the Drop’
and ‘Save every Drop’ alongside
our broader water efficiency
campaigns aimed at helping
customer reduce demand.
Read more on our WaterFit programme
progress on page 25.
Read more on the integration of our
teams in our People section on
pages 31 to 39.
Read more on how we are tackling
climate challenges and water resilience
on page 41.
Read more on the progress we are
making to become Net Zero on
pages 42 to 43.
Strategy in action…
Informed by our engagement with our wider stakeholder group and what they want
Customers Communities People Suppliers Policy makers Investors Regulators
Safe drinking
water, clean
rivers and seas,
continuous
supply and an
affordable price
Protect the
environment and a say
in our business
A values-led
employer,
fair wages
and personal
advancement
Fair contracts,
access to
data and
opportunities
forgrowth
Investment and
support in reaching
2050 targets
Achievement of
business plan
targets, long-
term sustainable
growth and a
fair return
Innovation
in support of
the delivery
of continually
improving targets
Reflected in our approach to sustainability and ESG commitments
65% c.£700k 31% 100% £1.5bn >50% c.70%
reduction in
Scope 2 market-
based GHG
emissions
in 2022/23
investment into
our communities
women in
leadership
roles
of our supply
chain engaged
with our code
of conduct
2020-25 environmental
investment programme
- our largest to date
202-25 growth
in regulated
capital value
of ODIs in 2022/23
on track or ahead
of target in SWW,
with c.65% at
Bristol Water
Pennon Group plc | Annual Report and Accounts 2023 11
Strategic Report Governance Financial Statements Other information
Ambitions to 2050
Our Strategic Direction to 2050 sets out our ambition for the water
system of the great South West, the leadership and action we will
take, the action needed from others, and the opportunities we must
collectively grasp if we are to ensure high-quality, reliable and resilient
water services for future generations. Our ambition is to protect
and enhance the environment at every stage of our operations and
provide a resilient service in the future. Achieving that ambition will
also require fundamental changes to the ways that we, our customers
and stakeholders all use and interact with our services and the aquatic
environment. The ways in which we are meeting these challenges
together are described in more detail at https://www.southwestwater.
co.uk/about-us/documents/business-plan-2020-2025/.
Bringing water to life –
supporting the lives
of people and the places
they love for generations
to come
Water resources
Resilient water resources through
healthy catchments
What we will do
Meet all water needs for homes, businesses and
the environment
Create greater capacity through a diverse
portfolio of water sources, strategic regional
resources and interconnectors
Protect and boost river flows
Reduce leakage in the network and at
customers homes
Services to nature and
the environment
Protect and enhance
natural resources
What we will do
Increase biodiversity, through
further habitat creation
and improvement
Decarbonise our operations and
net zero emissions
Use our land and resources to
generate renewable energy
Wastewater collection
Controlled & treated
wastewater flows
What we will do
Evolve our water recycling
and sewerage system to
meet the needs of our
communities and
the environment
Enhance sustainable
drainage to reduce risk of
flooding and pollution
Return treated water safely to
the environment
Services to homes, businesses
and our wider communities
Trusted customer &
community experience
What we will do
Boost active participation of customers
and communities in the sector
Make it easy for customers to reduce
their water consumption and manage
their water bills
Promote progressive charging so that
every customer has a fair and affordable
water bill
Water treatment and distribution
Top-quality
water supplies
What we will do
Ensure world-class drinking
water that meets stringent water
quality standards
Progressively address
emerging risks
Create resilient, smart networks
with real time tracking and
management of water pressure,
flow and quality
12 Annual Report and Accounts 2023 | Pennon Group plc
Clear near-term environmental targets and milestones
contributing to our long-term ambitions to 2050
125,000 hectares
of habitat and land
management improved
Single-digit spills, if any at
all coastal locations
2030 Net Zero target
for our operational
carbon emissions
2030 Net Zero plans
published by our regulated
water business
TCFD metrics and targets
including commitment to
self-generate up to 50% of
renewable energy by 2030
Read more:
Net Zero strategy pages
42 to 43
TCFD disclosures page 74
WaterFit plan
Underpinned by our ongoing, long-term investment programme
2045 Race to Zero
commitment to reduce
greenhouse gas emissions
(GHG) across our entire
value chain
Read more:
Net Zero strategy and
Race to Zero commentary
pages to 43
2023 2025 2030 2045 2050
50% leakage
reduction and 1/4
consumption reduction
Zero ecological harm
from wastewater spills
and discharges
375,000 hectares
of habitat and land
management improved
2050 ambitions working
in harmony with the
water cycle with near-
term targets 2020-2025,
medium-term targets
2025-2035 and long-term
targets 2035-2050
Read more:
Our 2050 ambitions
targets page 12
2025 targets for ESG
priority measures
100% bathing water
quality standards met
all year round
Read more:
ESG priorities
targets page 66
ODI targets page 25
WaterFit plan
2025 targets for selected
ODIs and operational
activities, including
commitment to eliminate
water poverty by 2025
Committed to setting
both near and long-term
Science Based Targets
(SBT) in accordance with
the Science Based Targets
Initiative’s Corporate Net
Zero Standard
Reinvesting £170m
of our current
RORE outperformance
Committed to further
enhancing our disclosures
consistent with the Task
Force on Climate-related
Financial Disclosures
Read more:
TCFD disclosures
targets page 74
SBT commentary page 43
Our biodiversity strategy
page 41
Our WaterFit plan targets
significant investment
to 2025 to further
protect river and
coastal water quality
Pennon Group plc | Annual Report and Accounts 2023 13
Strategic Report Governance Financial Statements Other information
Market overview
Accelerating
climate change
Impact
We are already experiencing the impact of climate
change. These impacts are set to increase, with
temperatures anticipated to be at least 1.5-2°C
above pre-industrial levels by the end of this century.
This is not just a longer-term problem, but a very
real issue for us today as the 2022/23 drought in our
region has shown.
The South West of England is particularly vulnerable
to climate change, given its 860 miles of coastline,
and adjacency to the western approaches of the
Atlantic Ocean – this exposes the area to impacts
from rising sea levels and storm intensity and we
are already starting to observe significant and
unpredictable impacts on our operations.
Link to strategy
1, 2, 3
How we are responding to 2050
We will need to optimise investment in asset
health and resilience, through integrated long-term
planning that will deliver the right level of investment
to ensure that our assets and networks are able
to cope with more extreme weather and demand.
We will need to work collaboratively in the building
of new developments in our region, optimising
local water cycles through investing in re-use and
recycling of water, as well as natural assets.
We also need to think about how our infrastructure
is impacted by the services we rely on – such as
electricity to power our pumps and treatment
processes. We have developed a systems thinking
approach to consider the resilience of our operations
in the context of this wider system.
Rapidly evolving
customer
expectations
Impact
Putting the customer first has long been a focus
of the water sector, as we look to provide excellent
service and address issues first time. Customer
expectations are rapidly evolving in the
following areas:
Our operations – Customers expect a
continuous, seamless service with us also being a
force for good in our communities.
Transparency and ethicalness – we need to
be increasingly transparent about operations,
performance, and services.
Personalised services – Customers are more
empowered than ever by digital technology, and
expect personalised products and services to
meet their needs.
Link to strategy
2, 3
Smart technology – Smartphones and social
media are transforming how and how often we
engage with customers.
Environment – Customers are increasingly
environmentally aware and expect us to be
custodians of our local environment.
How we are responding to 2050
We will boost active participation of customers
and communities in the sector and ensure every
customer can afford to pay their water bill.
We will make it easy for customers to reduce their
water consumption and manage their water bills.
We will decarbonise our operations and increase
biodiversity, using nature-based solutions
as a default.
Growing
population
and changing
demographic
Impact
The global and local population and demographic
is changing. Official forecasts suggest an additional
530,000 people will be living and working in our
region by 2050, adding to the c.3.5 million who
currently live in the regions we serve. As a coastal
region, our resident population swells during the
year as 10 million visitors come to enjoy the South
West. During the Covid-19 pandemic, we saw nearly
half of the anticipated 2050 growth in population
due across the region, concentrated in the tourism
areas of Devon and Cornwall due to the increase in
home working and an increase in staycations.
How we are responding to 2050
A growing population puts pressures on existing
water sources, as more people need access to
clean, safe water. Our twin approach is to reduce the
demand and leakage of water, whilst also building
new sources of water supply. Building on the three
Link to strategy
1, 2, 3
disused quarries that have been repurposed into
reservoirs for drinking water, we will build new
sources from desalination plants through to new
reservoirs. We will halve leakage by 2050 and help
customers to use less water – as we look to drive
consumption down by one quarter through water
saving initiatives. The roll out of smart meters will
help reduce consumption and address customer
side leakage – up to one third of all leakage.
A growing population adds to the loads that our
sewers and wastewater recycling centres need to
process, and we will invest to meet those demands.
As areas become more urbanised due to growth,
green spaces do naturally shrink. We have ambitious
plans to reverse this trend, and build more green
spaces which will allow surface waters to drain away
naturally rather than run into our sewerage systems.
And by moving small isolated communities from
septic tanks and soakaways to full treatment works,
we can protect rivers in the local environment.
Key – Strategic priorities
1
Growth in Environmental
Infrastructure
2
Pioneering Solutions
3
Leadership in UK Water
Pennon is one of three FTSE-listed companies supplying water and
wastewater services across England and Wales. Pennon’s group of
companies provides water and wastewater services to a population of c3.5
million across the South West of England. Pennon provides their services
in the context of key trends and challenges faced in the local market and
by the wider water industry. In 2023, Pennon has noted the following key
trends and challenges in the market.
14 Annual Report and Accounts 2023 | Pennon Group plc
Desire for
environmental
improvements
Impact
A healthy environment is important for our region,
and in the face of climate change, ecological decline
and greater recreational use of rivers and seas,
customers and stakeholders rightly tell us that
they expect environmental leadership from us
as a priority.
Our research tells us that customers have a more
positive attitude to companies that support social
and environmental issues.
Our customers recognise the value of investment
to deliver services which also provide social and
environmental benefit.
Link to strategy
2, 3
How we are responding to 2050
Our strategic direction recognises the importance
of re-connecting the water cycle, and water cycles
operate within catchment.
Catchments are the natural way to consider the
marine environment. Better coordinated action
at the catchment level by those who use water or
nearby land is a great enabler for change.
Engagement and collaboration are at the heart
of catchment-based approaches. Catchment
work requires joint delivery by all stakeholders
within a catchment, supported by regulators and
policymakers. This would ensure we address
all pressures placed on the water environment
including from water company activities, but also
diffuse pollution from both agricultural and
urban sources.
Changing supply
chain
Impact
We serve c.3.5 million people a day, through our
3,000 talented employees and nearly the same
number of supply chain partners across the South
West. Working together, we have reduced cost
and improved service to our customers, keeping
increases to customer bills below inflation whilst
delivering record levels of investment.
But across the country and in the South West –
supply chains are under pressure as they face the
twin challenge of:
Ramping up to deliver boosted investment to
deliver improved interconnectivity, transport links,
environmental improvements and Net Zero.
Link to strategy
1, 2, 3
Increasing costs of materials and
commodities, higher rates of inflation
and the recessionary environment.
How we are responding to 2050
We are focused on working with supply chains to
build resilience and work together for success:
Improving end to end visibility of our future
investment plans.
Working collaboratively to build talent, especially
specialist skills:
Adopting innovations, machine learning and AI.
Building future readiness for potential shocks
and uncertainties.
Technology
advances
Impact
Big Data, digital technologies and open data are
being leveraged to increase reliability, optimise
assets, improve supply chains, and boost
customer relationships.
Some key technology trends which impact us are:
The availability and accuracy of sensors that
collect and transmit data is improving.
The ability to collect, store and analyse data
has expanded.
Big Data, digital twins and computing algorithms
are being developed which translate unstructured
data sets into actionable intelligence.
These trends will only increase as there is more
integration of the Internet of Things, faster access
to the Internet, and advances in the computational
power of computers and mainstream devices.
For customers this means that we can predict
operational problems and fix them before they have
an impact, it allows us to be transparent, to be agile,
and therefore, build trust and legitimacy.
Link to strategy
2, 3
How we are responding to 2050
We will drive technology, leveraging data and the
supply chain. We will need to collect and analyse
more data to understand better and manage our
systems in real time. We will make more data publicly
available as a way of stimulating new ideas and
partnerships so we can provide better services for
customers and better protection of the environment.
We will continue to work with our colleagues
across the sector in shared research and learning
through organisations such as UKWIR (UK Water
Industry Research).
At the very heart of our approach is intelligent
asset management – we will invest further in our
telemetry, operational control systems, meters and
network sensors to provide greater automation, real
time system feedback and inform decision-making.
We will also replace our asset and work management
systems and data analytics capabilities to provide
actionable insight, both for us and our customers.
The Upstream Thinking Argal Reservoir project
delivered in partnership with the Cornwall
WildlifeTrust
Pennon Group plc | Annual Report and Accounts 2023 15
Strategic Report Governance Financial Statements Other information
Market overview continued
Impact
In just over 30 years, over £200bn of private
sector investment has enhanced water sector
infrastructure across the UK, benefiting consumers
now and for generations to come. But there is
more to do as infrastructure continues to form the
backbone of a successful modern economy. The
government has set out ambitious goals for the
economy and environment, putting infrastructure at
the heart of its plans. These goals include:
Environment – a 25-year plan to improve the
environment by removing harmful abstractions,
improving discharges and reducing water lost
through leaks and used by customers.
Net Zero – ambitious targets have been
set, backed by green jobs that can support
clean growth.
Levelling Up – Investing to unlock growth,create
opportunities, and jobs, boosting education and
Link to strategy
1, 2, 3
Evolving
government
infrastructure
policy
living standards, in areas where these are set
apart from the rest of the nation.
Sustainable housing – 250,000 homes need
to be built each year across the UK to avoid
spiralling prices and maintain affordable homes.
These homes need to be sustainable – reducing
water and energy use, boosting biodiversity, and
minimising waste.
How we are responding to 2050
Our future plans include large-scale infrastructure
projects to deliver environmental improvements,
including two new reservoirs for the region. We
are being clear on the scale of investment that is
needed as part of supporting steps to streamline
infrastructure decision-making whilst maintaining
transparency and objectivity.
Alongside, we are enhancing wastewater treatment
as part of government plans to unlock growth in
those areas where environmental issues are slowing
down development.
Impact
Employment market flexibility and diversity has
been steadily increasing, with more people than
ever working in self-employment, part-time jobs, and
under zero-hour contracts.
An important consequence of these changes is
ensuring the skills and talent for the future. As
sustainability and the environment becomes more
important, and as technological advancement and
artificial intelligence are increasingly common in
the workplace, new and niche skills become more
important. STEM based occupations, such as digital
literacy and ICT skills, are emerging areas of focus.
Good employers will take ownership for future
proofing skills and talent to reflect the new ways
of working.
Link to strategy
1, 3
Evolving
employment
market
How we are responding to 2050
We plan to harness energy and creativity by creating
great spaces to work and promote diversity to bring
together a mix of minds and representation of the
communities we serve. We recognise the need to
deliver on total wellbeing by being at the forefront
of mental health as well as a leader in health and
safety performance and offering the most flexible
family friendly benefits. We will continue to work with
schools, colleges, and universities in our region
to create Pennon-sponsored skills academies
to lead on the skills agenda in the region and
across the wider supply chain in building emerging
talent pipelines.
Upstream Thinking
Ockerton Peatland
Restoration Project
16 Annual Report and Accounts 2023 | Pennon Group plc
Key Performance Indicators
We measure our performance against our strategy through a range
of non-financial and financial metrics. Operating in the UK water
sector means we have a number of performance commitments,
Outcome Delivery Incentives (ODIs) to meet the requirements of
our regulators.
Non-financial metrics
Clean, safe and reliable water
Water quality (CRI score)
Compliance Risk Index (CRI) is
the Drinking Water Inspectorate’s
measure of water quality.
In 2022/23 we have continued
with our ‘Quality First’
transformation programme and
performance in South West
Water has improved. In Bristol
Water, our score has been
impacted by the drier summer
where demand increased over
the summer increasing the
output and pressure on our
network. Across the Group we
continue to invest in advanced
treatment including ceramic
membranes, granular activated
carbon and other innovations to
drive improvements.
The performance across the
Group was impacted by ground
movement over the summer
months as well as the extreme
periods of cold weather and rapid
thaw over the winter months. As
a result, the number of bursts
increased, with a number of
larger more complex events to
respond to, which increased the
duration of interruptions.
Supply interruptions
(Duration per property
per year)
2.06
3.02
4.19
4.60
3.86
2.39
Bristol Water
2020
2021
2020
2021
00:30:17
00:02:31
00:13:40
00:05:38
00:08:42
00:08:03
Bristol Water
20/21
21/22
20/21
21/22
Reducing leaks is a critical
component of ensuring a
sustainable water supply.
In 2022/23, we enhanced our
leakage reduction activities
over the summer months to
support high demand meeting
our regulatory targets despite
the colder winter. In Bristol Water,
leakage increased in the year
driven by an increase in bursts
this year.
We recognise that customers
expect their drinking water to
look and taste great and this
is important in maintaining
customers’ trust in the quality of
our supplies. Across the Group
improvements in our treatment
processes and managing our
network continue to improve
performance for customers.
Asset Health is essential for ensuring a robust supply of water to
our customers.
2022/23 performance was again impacted by the colder winter weather
with mains bursts increasing across the Group. In South West Water our
unplanned outages continued to outperform our targets for the year,
however an unplanned and complex event at our largest treatment
works in Bristol Water increased this measure during 2022/23.
Leakage (3-yr average –
Megalitres per day)
Taste, smell and
colour (contact per
1,000 population)
Mains repairs
(Number of repairs
per 1,000km)
Unplanned outages (%)
Read more on pages 22 to 26 for further detail on our operational performance.
1.65
1.39
1.21
1.42
1.55
1.51
Bristol Water
2020
2021
2020
2021
126.8
116.7
113.0
36.0
37.0
37.9
Bristol Water
20/21
21/22
20/21
21/22
1.01
1.74
6.27
0.2
0.96
0.70
Bristol Water
20/21
21/22
20/21
21/22
111.4
154.2
106.4
170.8
141.1
151.8
Bristol Water
20/21
21/22
20/21
21/22
Pennon Group plc | Annual Report and Accounts 2023 17
Strategic Report Governance Financial Statements Other information
Protecting the environment – robust wastewater delivery
We measure the compliance
of our discharges against our
permits. 2022 has seen our best
ever score which is expected
to be upper quartile across
the industry.
We are continuing our pioneering
catchment management
approach with over 111,000
hectares of land restored,
including 300 hectares of
peatland restoration ahead of
our target.
Environmental Performance Assessment
A combination of a basket of measures, the EPA is the Environment
Agency’s assessment of environmental performance. We have seen
improvements across all these measures resulting in a provisional 2 star
rating this year; with a planned strategy of achieving 4 star by 2024,
there is much to focus on.
Pollution incidents
(number of
wastewater incidents)
Our targeted Pollutions Incident
Reduction Plan is delivering
results with a 50% reduction
over the last two years – but we
know there is more to do and we
continue to target a further step
change in performance.
Biodiversity (Hectares)
Numeric Compliance (%)
225
151
108
Actual
2020 2021
2022
99.04%
97.46%
99.4%
Actual
2020 2021
2022
85,100
95,453
111,515
Actual
20/21 21/22
22/23
Internal sewer flooding
(Incidents per 10,000
sewer connections)
External sewer flooding
(Number of incidents)
1.34
0.76
0.63
Actual
20/21 21/22
22/23
20/21 21/22
22/23
1,499
1,407
1,816
Actual
Sewer flooding is a key area that significantly impacts on customers.
2022/23 has continued our positive performance with a further reduction
in internal incidents – continuing our best ever performance. External
flooding incidents have however increased with the drier weather over
the summer increasing the number of blockages and flooding during the
wetter winter months.
Sewer collapses
(Incidents per 1,000km)
Sewer blockages
(Number)
Actual
20/21 21/22
22/23
9.8
6.7
8.3
6,484
6,545
7,056
Actual
20/21 21/22
22/23
These measures reflect service impacts to our customers as well as
being a lead indicator of asset health. We have seen an increase in these
measures with the exceptionally dry weather over the summer months
increasing blockages – although both measures have met target.
Read more on pages 22 to 26 for further detail on our operational performance.
Key Performance Indicators continued
18 Annual Report and Accounts 2023 | Pennon Group plc
12
th
6
th
Customer Measure of Experience (C-MeX)
C-MeX is Ofwat’s measure for customer experience both for those
customers who contact us as well as the perceptions of all our
customers. Across the Group, our C-MeX rankings have remained
consistent year-on-year.
Delivering for our customers
Overall satisfaction
with PSR (%)
We have over c.112,000
customers on the Priority
Services Register (PSR) across
the Group and we measure
customer satisfaction with these
services each year. South West
Water at 91% and Bristol Water at
88% are both ahead of our target.
83
89
82
88
91
89
Bristol Water
20/21
21/22
20/21
21/22
11
th
4
th
Developer Measure of Experience (D-MeX)
D-MeX is Ofwat’s measure of service experience for developers which
directly compares us with our peers.
We are targeting zero water
poverty by 2025 and our range of
affordability schemes are helping
around 110,000 customers. South
West Water and Bristol Water
have a measure which assesses
customer affordability which is
improving year-on-year.
South West Water has over 860
miles of coastline to protect,
representing over one third of
the UK’s bathing waters. In 2022,
100% of our bathing beaches
met the high standards set for
water quality for the second year
in a row.
Our new investment programme,
‘WaterFit’ is focused on
protecting rivers and seas. During
2022 the average number of
spills reduced by c.27% and we
continue to deliver our plans to
reduce to an average of 20 spills
by 2025.
Customer affordability
(%)
93.3
99.0
99.0
100.0
96.9
89.4
Bristol Water
20/21
21/22
20/21
21/22
Bathing waters Average Spills
2020 2021 2022
98
100
99.3
97.4
99
100
Met standards (%)
Good/exellent (%)
40.0
38.9
28.5
Pennon Group plc | Annual Report and Accounts 2023 19
Strategic Report Governance Financial Statements Other information
Alignment with strategy
Our KPIs are aligned to our three long-term strategic priorities.
1
Growth in Environmental Infrastructure
2
Pioneering Solutions
3
Leadership in UK Water
New regulatory period
2018/19 2019/20 2020/21 2021/22 2022/23
3
11.6
12.1
7.8
8.2
6.3
8.0
5.2
South West Water
Bristol Water
2018/19 2019/20 2020/21
4
2021/22
4
2022/23
9.4
9.3
9.1
8.6
4.5
Annual
1
Operational
Profit before tax (£m)
Why is this KPI important to us?
Profit before tax is a key measure of the Group’s financial
performance after deducting all operating and finance costs.
Underlying Profit before tax is measured to exclude any distorting
non-underlying items as explained in our Alternative Performance
Measures on pages 220 to 223.
Our performance in 2023
Commentary on performance
is set out in the Group Chief
Financial Officer’s report on
pages 44 to 51.
Link to remuneration,
bonus/LTIP
Annual bonus
performance measure.
Return on capital employed (ROCE) (%)
Why is this KPI important to us?
ROCE provides a measure of the return being generated by the
Group compared to the total equity and debt capital deployed to
generate that return.
Our performance in 2023
Commentary on performance
is set out in the Group Chief
Financial Officer’s report on
pages 44 to 51.
Link to remuneration,
bonus/LTIP
LTIP performance measure.
Return on regulated equity (RORE)^
2
(%)
(WaterShare)
Why is this KPI important to us?
Return on regulated equity (RORE) expresses the return the water
businesses have managed to earn above and beyond expectations
set by the regulator through financial and operational performance
as explained in our Alternative Performance Measures on pages
220 to 223.
Our performance in 2023
This reflects a doubling of
base returns. Commentary
on performance is set out in
the operational performance
review on pages 22 to 26.
Link to remuneration,
bonus/LTIP
LTIP performance measure.
1
2
3
1
2
3
1
2
3
Key Performance Indicators continued
Financial Metrics
^ Measures with this symbol are defined in the Alternative Performance Measures (APMs) as outlined on pages 220 to 223
1. For further information on the relevance to Executive Directors’ remuneration see page 134
2. Calculated using WaterShare methodology using K7 CPIH forecasts.
3. Cumulative K7 measure.
4. South West Water ROCE measure used for 2020/21 and 2021/22. This provides a comparative figure to previous Group performance. See calculations provided in the alternative
performance measures section on pages 220 to 223.
20 Annual Report and Accounts 2023 | Pennon Group plc
Sale of Viridor
2018/19 2019/20 2020/21 2021/22 2022/23
42.7
41.1
43.8
21.7
38.5
2.8x
3.4x
3.2x
3.7x
3.8x
Dividend per share
EBITDA dividend cover^ (times)
Sale of Viridor
2018/19 2019/20 2020/21 2021/22 2022/23
0.2x
1.4x
1.4x
1.5x
1.4x
Long-term
Earnings per share (pence)
Why is this KPI important to us?
Earnings per share (EPS) is a key financial metric indicating the
Group’s profitability after tax and provides a relative measure of
profitability in comparison to the Group’s share price. Underlying^
EPS excludes the impact of potentially distorting non-underlying
items as explained in our Alternative Performance Measures on
pages 220 to 223.
Our performance in 2023
Commentary on performance
is set out in the Group Chief
Financial Officer’s report on
pages 44 to 51.
Link to remuneration,
bonus/LTIP
LTIP performance measure.
Dividend per share (pence)
Why is this KPI important to us?
Our sector-leading dividend policy is a key measure of the success
of our sustainable growth strategy.
Our performance in 2023
Commentary on performance
is set out in the Group Chief
Financial Officer’s report on
pages 44 to 51.
Link to remuneration,
bonus/LTIP
LTIP sustainable
dividend measure.
Group dividend cover (times)
Why is this KPI important to us
Group dividend cover, ensures that the profitability of the Group
supports the sustainable delivery of our dividend policy.
Our performance in 2023
Commentary on performance
is set out in the Group Chief
Financial Officer’s report on
pages 44 to 51.
Link to remuneration,
bonus/LTIP
LTIP sustainable
dividend measure.
1
2
3
1
2
3
1
2
3
Pennon Group plc | Annual Report and Accounts 2023 21
Strategic Report Governance Financial Statements Other information
Operational review
Regulated Water
Clean, safe, reliable drinking water
Across the Group, we are committed to ensuring the continuous supply
of clean, safe, and reliable drinking water, whilst preserving the natural
resources within the South West. The hot, dry summer has impacted
the outcome of some of our water measures, however our dedicated
teams and ongoing investments ensure that we are able to respond to
challenges now and into the future.
Water quality
CRI
The Compliance Risk Index (CRI) score as reported by the Drinking
Water Inspectorate (DWI) measures water quality compliance.
In South West Water CRI was 2.39, and whilst above the industry target
of 2, is an improvement from 3.86 last year and expected to be better
than the industry average. Our ‘Quality First’ transformation programme
is delivering results and the continued investment in advanced
treatment technologies, including ceramic membranes and granular
activated carbon, is designed to ensure compliance measures improve in
future years.
CRI in Bristol Water at 4.60 is ahead of last year impacted by the drier
summer where demand increased over the summer increasing the
output from our works to near capacity levels and placing pressure
on our network. Further enhanced maintenance and resilience
improvements are being delivered across our water treatment works
with specific sites targeted for improvement.
Taste, smell, and colour contacts
We recognise that consumers expect their drinking water to look and
taste great and that this is important in maintaining consumers’ trust in
the quality of our supplies and we continue to invest in all aspects of our
operations from source to tap to maintain that trust.
South West Water contacts per 1,000 population continue to decrease
to 1.51 from 1.55 and achieved the performance commitment target,
despite our maintenance flushing programmes being temporarily
suspended in the region over the hot dry summer to reduce demand on
our water supplies. Bristol Water performance at 1.21 shows a continuing
improvement but is adverse to their target of 0.98 with increased
contacts due to air in supply. We continue to progress well in delivering
enhanced manganese removal schemes at Restormel and St. Cleer
in Cornwall. To address taste and smell, we are progressing further
significant investments in advanced granular activated carbon treatment
at Stithians in Cornwall and Littlehempston in South Devon, and are
installing temporary GAC treatment at Horedown in North Devon to
provide great resilience over the coming summer.
100%
monitoring of storm overflows in place
220,000
trees planted towards our 2025 target
79%
Reservoir storage at the end of March 2023
Pennon and Devon Wildlife Trust visiting a South West Water Green
Recovery Upstream Thinking project in the Exe Catchment
The Postbridge Herbal Ley soil sampling & surveying trial funded
through the Pennon Green Recovery catchment management
programme in partnership with the Westcountry Rivers Trust
Performance as measured by our outcome delivery incentives (ODIs) was c.70% for South West Water,
and c.65% for Bristol Water.
2022/23 has been dominated by the weather, with some of the hottest, driest, weather on record seen over the summer months, followed by rapid
periods of extreme low temperatures over the winter months. The impact of the extreme weather varied across our regions – with a focus on water
resources in Cornwall, whilst temperatures were coldest in the east of our region.
Our plans to improve our environmental performance continue at pace and our dedicated plans saw pollutions reducing by 50% over the first two years
and our treatment works compliance improving to our best ever score.
Both regions have delivered cumulative RORE outperformance with South West Water’s cumulative RORE of 8.0% representing a more than doubling
of base returns, and Bristol Water’s cumulative RORE achieving 5.2% also higher than base returns
22 Annual Report and Accounts 2023 | Pennon Group plc
Bournemouth Water treatment upgrades
As part of our business plan, we committed to building two state
of the art water treatment works in the Bournemouth area. Good
progress continues on both of these schemes. At Alderney work has
continued on site clearance, building foundations, and enabling works
as well as advanced procurement. Further design and piloting have
been completed at Knapp Mill to reduce power demand and chemical
consumption of the proposed scheme, as well as optimising the scope.
Working with the local council we expect to secure Planning Permission
by the end of June 2023.
Reducing leakage and supply interruptions
Leakage
We recognise that the prevention of water being lost in leakage from our
pipes and assets is a key issue for all customers and is something we
work continuously to reduce.
At South West Water, the specific investments made since the start of
the regulatory period, teamed with the launch of our targeted action
plan, are delivering results. Knowing this is a priority area, we have
financed £100m on activities that reduce leakage over the last three
years. In 2022, we targeted further leakage activities, focused on the
Cornwall region to support supplies during the hot dry summer, which
included offering free leak repairs to customers, increasing detection and
repair resources in the region as well as using innovative techniques to
identify leaks – including satellite scanning. The rapid periods of extreme
cold inevitably increased leakage over the winter, however the focus on
activity earlier in the year resulted in achieving our three-year average
target, even with a year-on-year increase in leakage. Whilst we know
there is still more to do to find, fix and prevent leaks on our network, we
are encouraged by the progress made to date, and continue to focus on
delivering further improvements to achieve a 15% reduction over the
K7 period.
In Bristol Water, we also experienced a significant increase in the number
of major bursts in December when a deep freeze and subsequent thaw
put a strain on the water network. However, this leak outbreak was more
prolonged in its effect with a marked increase in customer supply pipe
leakage. As a result, the three-year rolling average target was missed.
Minimising customer supply interruptions
We understand the inconvenience that supply interruptions can cause.
The importance of ‘always on’ supplies, maintaining both public health
and customer confidence is one of our key priorities. Across the Group
the hot dry summer followed by the extreme cold following by rapid
thaw has resulted in performance below target of 5 minutes 45 seconds
for both South West Water and Bristol at 8 minutes 42 seconds and 8
minutes 3 seconds respectively.
At South West Water, this weather caused an increase in the number
of bursts and interruptions during December, and two large diameter,
complex trunk mains failures accounted for c.14% of the total
interruptions. This reflects the way in which performance against this
target can be impacted by a one-off issue. We have set out an action
plan to improve performance with our strategy of dedicated, in-house
supply continuity and alternative water supply team making long-term
improvements to customers and our innovative network training centre
ensuring we are managing our network effectively following repairs.
Bristol Water was also impacted by the freeze/thaw as well as increased
bursts over the summer months as the network was tested by extreme
demand and ground movement. Two significant mains burst events
accounted for c.42% of the total interruptions.
Investing to secure resilience, now and into the future
Per capita consumption (PCC)
This is an important metric to help the industry be more resilient into the
future and help incentivise companies to conserve the natural resources
around us. Per capita consumption is measured in percentage terms
from a baseline.
In the year, South West Water has targeted demand reductions through
our extensive water efficiency programmes – giving away over 130,000
free water saving devices, successfully reducing demand in Cornwall
through our ‘Stop the Drop’ incentive and ongoing ‘Save Every Drop
campaign. Overall consumption has reduced, driven by lower numbers
of visitors to the region, although still significantly higher than historical
levels but the remaining demand from households has increased due to
the hot dry summer.
For Bristol Water, the impact of the hot dry summer continues to drive
high levels of household demand driving per capita consumption higher
than the target.
To help customers reduce their consumption, we provide free water
saving devices as well as donations to charities supporting water
conservation to help promote and educate customers. This is in addition
to our schools outreach programme, which aims to teach children about
the importance of looking after our natural resources.
Water availability
In 2022, some of the hottest, driest weather on record, coupled with
elevated demand from customers and tourism in the region placed
significant pressure on our water resources. As a result of this, for
the first time in 25 years, South West Water placed water restrictions,
through ‘Temporary use bans’ on customers in our Colliford water
resource zone in Cornwall. All other areas, including Bristol Water had no
water restrictions.
Despite the challenging conditions, positively no customers were without
water, and we have established robust plans to recover reservoir storage
and manage supplies during this year (as set out on page 41) including a
new reservoir on Bodmin Moor, winter recharges for Roadford reservoir
and a new treatment works and recommissioning abstractions at
Newquay in Cornwall.
Bristol Waters water resources were robust to the hot dry summer with
reservoir storage at c.100% at the end of March 2023.
Our Awesome Water display at the Cornwall Show, Summer 2022
Pennon Group plc | Annual Report and Accounts 2023 23
Strategic Report Governance Financial Statements Other information
Operational review continued
Smarter healthier homes
As part of our Green Recovery plan, “Smarter, healthier homes” focuses
on investments that directly benefit our customers and help improve
supply resilience focused on installation of smart meters – enhancing
customer engagement to help them manage their water use and bills
more easily, carrying out a supply pipe ‘adoption’ trial, to relieve the
worry of sudden unplanned financial demands arising from leaking
and/or failed service pipes and embarking on a proactive lead pipe
replacement programme.
As part of the acceleration investment ahead of the next regulatory
period, we are expanding this programme into the Colliford area with
an additional 40,000 smart meters and supply pipe replacements, with
plans in the Bristol region to deliver around 2,000 lead and supply
pipe replacements
Maintaining asset health
Mains repairs
The ground movement and pressure on the network during the hot dry
summer, and the colder winter weather, particularly the ‘freeze/thaw
experience in December has impacted the number of mains bursts
this year.
In South West Water the work to optimise the operation and control
of our network by pressure management and other ‘network calming’
activities, particularly in the Colliford area to support drought activities,
meant that whilst the number of bursts significantly increased above
historical levels in December 2022 and early 2023 our target for mains
repairs was met at 141.1 repairs per 1,000 km of mains.
The weather impacts in Bristol Water, have been similar, and whilst
we have continued to minimise high pressure risks where we can and
monitor the network for ‘transient’ pressure spikes that can lead to
mains failures the impact of the weather resulted in a significant increase
in mains bursts, missing the target for the year.
Unplanned outages
Water treatment unplanned outage provides a means of assessing
reliability of our water treatment works. It tracks the temporary loss of
production capacity across all water treatment works, resulting from
unplanned breakdowns and asset failure.
South West Water’s performance in 2022/23 has remained strong,
despite the significant challenges of high demand over the hot dry
summer and compares favourably with the rest of the industry. Our
‘summer preparedness’ programme alongside our demand and supply
management during the challenging summer resulted in unplanned
outages reducing again this year with a figure of 0.70% compared to the
industry wide target of 2.34%.
At Bristol Water, unplanned outage has increased in 2022/23 primarily
because of outages at our largest water treatment works, Purton,
due to pump failures when the treatment works was operating at near
capacity to manage supplies during drought conditions. These asset
failures account for 5.69% of the total 6.27% unplanned outage in
2022/23. However, despite the higher level of unplanned outage
during an exceptionally dry year, customers were not impacted with
any restrictions.
Regulated Wastewater
Protecting the environment – robust wastewater delivery
At South West Water, we continue to target and drive improvements
in wastewater services through innovation by constantly seeking out
new ideas, pioneering and piloting new technologies with a focus on
nature-based solutions where possible and by enhancing governance
and working in partnership with others.
Reducing flooding incidents
During 2022/23, the number of internal sewer flooding cases decreased
again from last year with 0.63 incidents per 10,000 sewer connections
(50 individual incidents). This is a significant outperformance against
target and places us as one of the best performers in the industry on
this measure. External sewer flooding events were impacted by the
dry summer which led to debris within the network that increased the
number of flooding incidents during the periods of significant rainfall
from November onwards. The largest increase was on transferred sewers
where smaller supply pipes were more impacted by these blockages.
Improving asset health
Sewer collapses & blockages
The dry summer weather has also increased the number of sewer
collapses and blockages that are a key cause of flooding, pollutions,
and service impacts to our customers as well as a lead indicator of
assets health.
We have seen collapses increase to 8.3 (from 6.7) collapses per
1,000km of sewers ahead of target for the year. Whilst blockages also
increased to 7,056 (from 6,545) marginally adverse to the 7,020 target.
We will continue with the proactive management of our network,
including a relentless drive to investigate, clean, and repair sewers.
This is supported by an enhanced programme of educational visits to
commercial premises over sewer misuse (fats, oils, and grease) and we
are developing our approach to target those properties that habitually
block our sewers with debris.
Pioneering catchment management for over 15 years
We maintain that our pioneering catchment management approach for
over 15 years is fundamental to help unlock the environmental challenge
we all face. Approximately 111,000 hectares have been improved to
date with catchment management being undertaken across 80% of our
region, working with over 1,700 farmers. Our continued commitment to
tree planting is ahead of plan with over 220,000 trees planted towards
our 250,000 target by 2025.
Mayflower Water Treatment Works in Plymouth
24 Annual Report and Accounts 2023 | Pennon Group plc
The additional catchment management targeted in our Green Recovery
initiative is also progressing well with 350 hectares of peatland restored
on Dartmoor and delivered with farmers.
Targeting improvements in EPA
A combination of a basket of measures, the EPA is the Environment
Agency’s assessment of environmental performance. We have seen
improvements across all these measures this year with a provisional
rating of 2 star this year. With our strategy of achieving 4 star by 2024,
there is much to focus on.
Pollution incident reduction plan delivering results
South West Water’s Wastewater Pollutions Incident Reduction Plan
continues to deliver results after being launched in September 2020 –
with a 50% reduction in incidents over the last 2 years. In 2022/23 there
were 108 Category 1-3 incidents – our lowest ever level. In addition, our
more serious Category 2 incidents reduced by 75% and positively we
again had none of the most serious (Category 1) events.
Whilst we have seen improvements our focus remains to continue this
step change in performance.
Our ongoing Pollution Incident Reduction Plan (PIRP) has continued
to deliver with key activities including additional telemetry on our
infrastructure with 1,440 sewer depth monitors installed in the year,
continued investment at around 50 pollution hotspots to prevent repeat
events, MOT investment at pumping stations and treatment works and
using predictive analytics to support operations in managing issues
before they arise. Our targeted rising mains replacement programme
has delivered at 18 higher risk locations with a further 18 planned
for 2023.
Numeric compliance
Numeric permits place measurable conditions on the final effluent
discharged to the environment and measure compliance with these
conditions. This year our MOT programme, investment plans and
targeting third-party compliance have delivered our best ever score at
99.4% and is expected to be in the top quartile for the industry.
Rivers and coastal water quality
Our WaterFit programme launched in April 2022 is focused on nurturing
healthy rivers and seas through reducing the number of storm overflow
spills, reducing our impact on rivers by one-third by 2025, maintaining
our excellent bathing water quality standards all year round and
developing plans to target zero harm on river quality by 2030 with six
pledges underpinned by specific targets.
One year into our plan and we have been making great strides towards
our 2025 targets.
Reducing spills from storm overflows
With 100% monitoring of storm overflows now in place, a year ahead
of plan, we have launched WaterFit Live, giving customers and visitors
live information about the storm overflows which impact the region’s 90
bathing beaches, as well as the detailed investments we are making to
reduce overflow spills across the region’s coastline by 2025. Through
our latest campaign #Your beach, Your Say, Our investment, we are
empowering customers and communities in working together to plan our
next phase of improvements. In 2023, we are expanding WaterFit Live to
all storm overflows across our assets.
For 2022, overflow spills have reduced by 30% on average
(from 38.9 to 28.5), and we remain on target to deliver an average
of no more than 20 spills across storm overflows by 2025. Whilst
undoubtedly the dry weather will have played a part, over half of the
improvements seen in the year are due to interventions we have made
- whether capital investment to increase network capacity or through
proactive maintenance.
Record quality levels recorded at our bathing waters
South West Water has over 860 miles of coastline to protect,
representing over one-third of the UK’s bathing waters. This is
something we, and our customers, have always valued and prioritised.
In 2022 we achieved 100% bathing water quality – for the second year
running, with 99% meeting the more stringent good or excellent levels.
We have continued to deliver our planned bathing water investment
schemes with 10 schemes at two sites in Bude, Cornwall, and Galmpton
in Devon delivery this year.
Driving river water quality improvements
As part of our Green Recovery investments, we have started our three-
year Rivers Dart and Tavy Inland Bathing Waters Pilot. The pilot aims to
increase our understanding of the water quality of these two iconic rivers
and build stronger relationships and collaborations with river users, local
communities, and stakeholders – with over 50 stakeholders joining our
Steering Group for the project.
We have developed an innovative approach to engaging with rivers
users through the ‘Hello Lamp Post’ platform – using QR codes located
at potential inland bathing sites and in other riverside locations to raise
awareness of river water quality issues and capture people’s perceptions
of the river throughout the year. In addition, monitoring of the first
bathing season has been completed through the use of real-time river
monitors and ‘spotsamples’ and in summer 2023, we will also be using a
state-of-the-art genetic monitoring technique to determine which types
of animals are contributing bacteria to the river water.
Delivering for shareholders
Continued RORE outperformance underpins the Group’s sustainable
dividend policy whilst enabling the reinvestment of efficiencies and
keeping customer bills low, with a double-digit RORE for South West
Water for 2022/23 of 11.1% and Bristol Water of 4.6%. During K7 to date
we have delivered Group RORE outperformance of 8.7% cumulatively,
equating to c.£192 million – an increase on £149 million in 2021/22.
This consists of c.£13
1
million – Totex^, c.£200 million financing, net of
c.£21 million ODI penalty
2
. This has enabled the funding of additional
initiatives, that are now well underway including:
WaterFit - c.£45 million reinvestment of efficiencies to enhance
coastal and river water quality.
Green Recovery – c.£82 million accelerated and additional spend on
initiatives delivering environmental benefits, including river water
quality pilots, smart metering, and peatland restoration.
WaterShare+ – acceleration of c.£20 million returns to customers
through our second issuance in K7.
ODI performance across the Group in 2022/23 has been impacted by
the freeze/thaw conditions across the region over the winter months.
South West Water continues to build on its strong ODI performance,
with c.70%
3
either on track, or ahead of target across a broad range
of challenging bespoke, common, and comparative measures. ODI
performance for South West Water during 2022/23 has resulted in a
penalty of c.£4.2 million (2021/22 net reward c.£0.6 million). Bristol Water
is on track to achieve c.65% of its ODIs and has resulted in a net financial
penalty of c.£5.9 million.
Our flexible financing strategy and the companys diverse debt
portfolio, with a relatively lower level of index-linked debt compared
to the industry average allows us to outperform the cost of debt
allowances. Our efficient financing strategy continues to drive significant
outperformance with South West Water’s effective interest rate at 5.5%
(2021/22 3.9%
4
).
Whilst the elevated inflationary environment is placing significant
pressure on costs, including wholesale power, we continue to focus
on efficient Totex delivery, supported by our pioneering approach to
innovation across the Group.
1. Includes c.£18 million tax
2. Excludes the impact of the third-party Carland Cross event in 2021 which we are
seeking to recover from the third-party
3. ODIs on track or within regulatory tolerances
4. 2021/22 water business comparator of 3.7% re-analysed to provide comparative
performance under post-integration South West Water Limited group of
companies’ structure
Pennon Group plc | Annual Report and Accounts 2023 25
Strategic Report Governance Financial Statements Other information
B2B retail services
Pennon Water Services (PWS)
PWS continued to deliver for business Customers via a suite of attractive contracted dual retail
tariffs, loyalty bonuses and value-added services, whilst also delivering year-on-year improvements
inits revenue, EBITDA and PBT.
Serving its customers
PWS maintained its focus upon high quality customer interactions,
resulting in a Trustscore of 4.8 out of 5 measured through the
independent review platform Trustpilot, comparing favourably to its
peers. Its large strategic users of water rated the quality of service
from their account team at 4.95 out of 5, demonstrating its ability to
provide tailored support services to meet varying business needs. Its
customer service teams issued over 300,000 customer bills in the year
and answered over 90,000 phone calls, assisting with simple queries as
well as complex customer challenges relating to their site and its future
requirements. Its focus upon root causes of complaints into its own
service and those it recorded against wholesalers has supported a 15%
reduction in its volume of complaints compared to the prior year and a
24% reduction in escalated complaints.
Revenue Growth
12%
PBT
£1.8m
EBITDA Growth
26%
Trustpilot
4.8/5
Financial performance
Revenue increased by 12% from £195 million in 2021/22 to £218 million
in 2022/23. A direct result of continued customer growth, low customer
attrition and customer consumption increasing.
EBITDA and PBT grew by 26% and 80% in the year respectively,
demonstrating operational efficiency against its higher revenues and the
success of its focus upon customer debt recovery and the support of
wholesaler incentive schemes, improving the accuracy and efficiency of
the deregulated market.
Since the competitive market opened in 2017 PWS has switched over
21,000 supply points. Its simple, clear and transparent approach to
pricing has proven popular with businesses of all sizes, especially
strategic users of water who value its expertise and support in
developing water strategies encompassing contingency plans and
measures designed to reduce consumption, save money and minimise
carbon impact. New contracts in the year included Places for People,
Frasers Hospitality and Frank Roberts & Sons.
Whilst growth in new contracts continued PWS maintained its low levels
of customer attrition. Since 2017 just over 11% of its deemed contract
customers have switched to another supplier, many a result of National
tendered procurement exercises at unfavourable margins where we
opted not to compete. Our continued focus upon value and service to
customers ensured we renewed 100% of our own tendered customer
base including the extension of contracts with amongst others Princes
Foods, ExxonMobil, Unilever, Walkers and Nuffield Health.
As a result of new contract growth and low levels of attrition, PWS’
share of market consumption grew by over 9,000 megalitres, taking
its cumulative position since the market opened to almost 50,000
megalitres, the equivalent of 20,000 Olympic sized swimming pools.
Delivering Innovation
The deregulated market was in part set up to drive innovation through
competition. PWS has continued to seek solutions to lower business
consumption over and above its package of leakage detection and
repair products.
Following a successful bid to MOSL’s inaugural Marketing Improvement
Fund, PWS were awarded £150,000 to fund innovation projects for
sustainable projects to save water. In partnership with SDS a sustainable
drainage company PWS led a pioneering Rainwater Recovery project
which will see businesses benefitting from a free installation of retro
fitted, monitored rainwater recovery systems. These systems will store
and filter rainwater collected from underground attenuation tanks for
non-potable business use. The project offers a solution to a long-
standing UK sustainability challenge by using less potable water for
non-potable purposes such as vehicle washdown, irrigation and toilet
flushing. This will reduce the amount of water wholesalers need to treat
and distribute whilst saving customers money by using less treated
water. Two systems for Plymouth Argyle and The Headland Hotel have
been commissioned and are in operation with 40,000 litres of potable
water saved to date.
Non-potable water is captured from existing underground assets and
is filtered, pumped and stored aboveground ready for non-potable
business use.
Outlook
Pennon Water Services remains well placed to deliver against its long-
term strategic objectives, growing organically and sustainably, investing
in its people, systems, processes and innovative customer solutions.
Water2business
Through our acquisition of Bristol Water, we acquired a 30% share
in water2business – led by a strong team who are also focused on
delivering an outstanding customer experience, with a Trustpilot score
of 4.9/5. With a c.6% market share, water2business offers tailored water
and wastewater management helping customers improve efficiency and
deliver savings. Water2business delivered resilient financial performance
during the year, contributing c.£0.3 million of associated companies’
profit after tax to the Group’s results, supported by the addition of
c.4,400 new customers this year.
PWS took an active role in engaging with Ofwat, MOSL
and Defra to continue to evolve the water market for
all stakeholders
26 Annual Report and Accounts 2023 | Pennon Group plc
We believe that ESG is not a bolt on, it's woven into how we do business.
How we do business
Read more about how our Board and Executive engage with our
stakeholders in the Governance section which includes our Section
172(1) statement on pages 112 and 113.
Spotlight on...
Stakeholder engagement forum
In 2022, we developed a Stakeholder Engagement Forum. The
Forum brings together all of our stakeholders to listen, collaborate,
understand and knowledge share to make improvements across
the Great South West. As a result of the Forum, we aim to:
develop trust and confidence in Pennon Group as an
organisation, genuinely committed to protecting and improving
the environment, raising awareness of the activity already
being delivered;
ensure that our Group companies continue to be regarded
by our delivery partners as a credible and suitable funder (in
particular the Farming and Wildlife Advisory Group, Devon and
Cornwall Wildlife Trusts, Westcountry Rivers Trust) as we seek to
expand our collaboration with them;
understand priorities, concerns and project pipelines of our
stakeholders in order to reflect and respond in our strategic
plans, and identifying opportunities for our involvement;
identify and develop partnership collaboration opportunities to
tackle local wastewater, flooding and drinking water challenges,
including nature-based solutions, including delivery partners and
landowners; and
identify and create new forums where required and to respond
positively to invitation
We understand that we don’t have all the answers and are here to
serve our customers and local stakeholders; hence, we have created
a framework to ensure that all voices are heard. This framework is
underpinned by our innovative WaterShare+ scheme, which was
developed in direct response to feedback from customers who said
that they would like to share in our successes and have a greater say
in our business.
In 2023, 1 in 14 customers in the South West Water region are Pennon
shareholders and have the ability to have their say at our unique
Customer AGM with further challenge coming from the independent
WaterShare+ Advisory Panel. Those customers who are not shareholders
and local interest groups have the ability to voice their concerns and
share ideas at our periodic Stakeholder Engagement Forums - see the
spotlight section below.
Our approach to business is based on a bedrock of good governance
and a desire to be an exemplar of corporate citizenship. To this end:
We are proud of the continued progress we have made this year to
diversify our Board through the appointments of Dorothy Burwell and
Loraine Woodhouse.;
We continue to commit to procuring 100% of our financing needs
through our Sustainable Finance Framework which aligns with the
ICMA Green Bond Principles, Social Bond Principles and the LMA
Green Loan Principles; and
We were the first company operating in the water industry to be
awarded Fair Tax status and have maintained this accreditation
ever since.
Now is the time to double down on our integrated approach to ESG in
order to meet the challenges faced in the communities we serve.
Our impact is greater when we work in partnership and we have
developed collaborative solutions to address issues, working with our
customers, our people and landowners, some of which are highlighted
in following pages.
Susan attending a Stakeholder Engagement Forum
Pennon Group plc | Annual Report and Accounts 2023 27
Strategic Report Governance Financial Statements Other information
Placing our customers at the centre of
what we do
Stretching from Bristol to Bournemouth, Devon, and Cornwall,
including the Isles of Scilly, we serve a unique population. Our region,
given its dependency on agriculture and tourism, experiences large
socio-economic challenges, particularly in urban and coastal areas.
School outreach
In the year we launched our WaterFit Warriors programme,
to inspire thousands of water quality champions in schools
and communities across the region. Our Pennon educational
team spanning the Great South West has worked in 83 schools
teaching 4,051 pupils, and helped over 280 students through its
school talks, work experience and mentoring programmes.
2022/23 highlights
Average bills in the South West Water region reduced in the year
(< 10 years ago) whilst investing at record levels
Further significant progress vs target of eradicating water poverty
by 2025 (c.110,000 customers helped this year)
Significant funding since 2021 (£375k) for organisations that
support the community by saving water, and neighbourhood
community projects (146)
246 relationships established with local organisations to deliver
support to vulnerable customers
2023/24 priorities
Deliver value-for-money for customers - annual bill increase below
inflation in year ahead
Maintain investment in projects in our communities
Increase our support for our vulnerable customers
Sustainable Development Goals
Delivering more for our
customers
28 Annual Report and Accounts 2023 | Pennon Group plc
We have seen the cost of living crisis put many of our customers in
extremely challenging financial circumstances, some for the first time,
placing even greater responsibility on the Group, to develop new,
inclusive and creative solutions.
Keeping Bills as Low as Possible: We continue to keep bills as lows
as possible with bills in the South West Water region being down £10 in
2022/23 and remaining lower than 10 years ago, whilst the acquisition
of Bristol Water by Pennon has enabled us to deliver a reduction in
customer bills, further aided by an innovative smoothing of bill increases
across future periods to mitigate pressure on customers. Despite
record levels of investment the annual increase for 2023/24 will be
below inflation.
Sharing progress and innovation: We have accelerated innovative,
inclusive projects to reduce bills and support our customers – our
unique industry leading programmes, Watershare+ and our Stop the
Drop targeted water efficiency incentive in Cornwall, has given nearly
£50m back to customers through reduced bills during these difficult
times, whilst also giving customers a greater say in our business and
incentivising lower water use to protect our environment for the
longer term.
Eradicate Water Poverty: We continue to target support to those who
need it the most as measured through our industry leading ambition to
eradicate water poverty by 2025, which we are on track to achieve. This
is at the heart of our approach and we have already made great strides
with nearly 65,000 customers being helped through one of our schemes
from April 2020 to March 2023, with over £30m of support provided over
the same period.
The innovative use of data is at the forefront of eradicating poverty,
allowing us to identify and reach out to the ‘struggling silent’. During
2022-23 we have developed a cross sector leading data suite and
approach which has given us the ability proactively to identify customers
at risk of being in water poverty. This coupled with information provided
through our data sharing agreements with government bodies and local
councils, has for the first time allowed us to auto-enrol customers onto
support tariffs removing the need for customers to apply.
This has reduced the barriers for customers in getting the right support,
allows us to reach the ‘struggling silent’ and ensures we are helping more
customers than ever before. The success of this approach can be seen
through the in year growth of number of customers on support tariffs by
12,452k (23%) with this set to further increase by 17,331 (26%) in 2023-24
across both South West Water and Bristol Water.
Our Affordability Toolkit: Goes beyond support tariffs and provides
a range of measures for all customers designed to lower customers’
bills and provide support to those who need it the most. Metering and
giving customers the tools, advice and opportunity to save water and
save money has not only bill but also environmental benefits with over
133,000 South West Water saving devices issued in 2022-23 alone.
Supporting Customers in Vulnerable Circumstances: We have
empowered our staff to identify all types of vulnerability, from transient
to long-term, to find the right support for our customers through
enhanced, innovative training and ongoing support. We have been
supported in the development of our Affordability and Vulnerability
Training program, delivered to both Contact Centre and Field Staff, by
external partners such as the mental health charity MIND and Dementia
Friends. This has enabled us to provide additional insight and awareness
for all customer service staff so that they are able to recognise potential
and emerging vulnerabilities.
Going Further: To date over 110,000 customers have accessed or
unlocked financial support from our support tariffs, company funded
debt write off schemes and income maximisation but we know there is
more to do as all customers are impacted by cost-of-living pressures.
However, it remains vital that the most financially vulnerable in our
society receive the support they need and to do this we expect the
number of customers benefiting from support to grow by more than
50% to over 150k to 2025.
Supporting our local communities
The need to reach and support our communities when they need our
help the most only strengthens our resolve to work harder. To help us do
this, we have launched our largest ever community outreach programme
with our significantly expanded Community Team. This team attended
247 events across the South West Water region in the year, where
our presence is most needed offering support and education and the
opportunity to engage face to face.
One of the measures of success of our Community Outreach programme
is the number of our most vulnerable customers who are on our Priority
Services Register. This currently stands at 8% for South West Water
customers and 6.5% for Bristol Water, with customer awareness of PSR
and the extra support and assistance we offer leading the industry as
measured by the CCW.
Our wider understanding of the affordability crisis and where we can
help extends to our community teams, who are constantly being trained
to have a deeper understanding of energy and other bills so that they
can also offer holistic advice.
Through the Bristol Resource West Partnership, a partnership with Wales
& West Utilities and National Grid, we are launching a trial of how energy
and water messaging and support can be delivered together allowing us
to reach even more customers.
Community Funding
South West Water have launched two community funds which, since
2020/21, have already provided £375k of funding and will continue to
provide support in the months and years ahead:
Water Saving Fund - a first of its kind £75,000-a-year Fund designed
to support community groups and registered non-profit organisations
within SWW’s service area who can provide a benefit to the
community by saving tap water and demonstrating a reduction in
water use. This saving not only positively impacts the environment
but saves customers money on their bills.
Neighbourhood Fund - is all about supporting our local community.
We have made £100,000-a-year funding available for neighbourhood
community groups which inspire physical activities, education, health
and wellbeing and deliver positive environmental outcomes.
To date we have funded 146 neighbourhood projects with the aim of:
Protecting nature for the benefit of community health and well-being.
Providing new opportunities for people to learn and develop.
Assisting local projects which bring communities together.
Supporting upkeep neighbourhood centres and facilities to keep
communities strong.
The Waterfit River Dart bathing water pilot with the Friends of the
River Dart and MP for Totnes, Anthony Mangnall
Pennon Group plc | Annual Report and Accounts 2023 29
Strategic Report Governance Financial Statements Other information
Partnerships
We understand the value of partnership working to deliver support to
our financially and non-financially vulnerable customers and have over
170 relationships in place with a variety of organisations across our
regions. These can be split into six key groups:
So we can expand our partnerships, which have never been so
important, increase the support help us to reach out to the ‘struggling
silent’ who would not otherwise realise they are entitled to support we
have initiated the facility for local partnerships/charities to apply for
support on behalf of customers through a personalised web page called
our ‘WaterCare Hub’ which also incorporates our affordability toolkit.
Some examples of the work we are undertaking with our partners in
response to the affordability challenge all customers are facing include
the support we are providing to North Somerset Council’s public living
rooms, which are warm spaces for our most vulnerable customers.
We are providing funding to help run some of these living rooms.
With the cost of energy soaring, we recognise that our most vulnerable
in society will be choosing between heating and eating, or even both.
We have also partnered with Bournemouth and Poole Citizen’s Advice
Bureau and Wessex Water to jointly fund a ‘Water Guru’, who works with
customers in-person to advise if they might be eligible for support.
Through our partnerships our community teams have also set up regular
stalls in local food banks, job centres and community affordability events,
as well as in public living rooms, to increase our visibility and awareness
in local communities and have agreed with local food banks to provide
information packs on our affordability support in food bank parcels.
64
local community
groups and
foodbanks
40
charities
9
debt support
partnerships
The Deaf Hub receiving funding from our Neighbourhood
Fund scheme
Our team ready to meet customers at the at the Trevithick Day,
Camborne, Cornwall
Our customers continued
40
council and
government groups
20
housing associations
3
NHS surgeries
30 Annual Report and Accounts 2023 | Pennon Group plc
Our People Strategy is all about,
‘talented people doing great
things for customers and
each other
2022/23 highlights
Ranked 1st in the utility section of the FTSE Women Leaders Review
Achieved external accreditation as a Great Place To Work
Announced plans to double down on apprenticeships/graduate opportunities
and work placements to 1,000 and 5,000 respectively by 2030
2023/24 priorities
For 2023/24 we will continue to deliver in line with our Group People Strategy
and our Priority Areas. These include:
Developing out leadership and management capability
Refreshing our Group Values
Continuing to invest apprentices and graduates
Sustainable Development Goals
We want to be the best place
to work for our
people
Pennon Achieves Gold Status
We were delighted to be awarded Gold Membership
status into the 5% Club, where members are united in
addressing the issue of poverty, a result of high youth
unemployment and in ensuring the right skills in
the workplace.
We are the only utility sector company to achieve the
Gold Membership accolade.
Achieving Gold status demonstrates
our long-term commitment to
investing in structured Apprenticeship
and Graduate programmes for
our employees.
Pennon Group plc | Annual Report and Accounts 2023 31
Strategic Report Governance Financial Statements Other information
Our people continued
As one of the largest employers in the region, with over 3,000
colleagues, we have a responsibility and duty to make a positive societal
contribution. Our goal is to be the Employer of Choice across our region
through promoting social mobility, prioritising Diversity and Inclusion by
addressing racial and gender inequality, and in providing safe, secure
and meaningful employment where all employees are paid fairly for the
work they do and where trust is high.
Over the past 10 years the South West has seen significant population
growth. It’s been estimated that more people moved to the region during
the pandemic and just after than had been anticipated by 2050. This
increase in population has an impact on many different areas of society,
including employment, housing and opportunities for young people.
Our Reward Strategy continues to evolve each year, noting the feedback
we receive from colleagues ensuring it aligns to our People Strategy.
The key focus for this year has been on supporting colleagues during
the cost-of-living crisis. Prioritising those colleagues that need it most:
those earning up to £40,000 (over 80% of colleagues) were awarded an
annual pay increase of 7% as well as a one-off lump sum equivalent to
three months backdated pay increase and an additional day's holiday
for this year, giving a total value of 9.2%. Those earning above £40,000
have received a tapering award with employees earning over £80,000
awarded 4.6%. During 2022/23, as part of the Bristol Water integration
work, we have used the strategy to review the remuneration elements
received by Bristol Water colleagues ensuring parity across the
organisation at total remuneration level. All colleagues are now able
to participate in the all company share arrangements following the
roll out of the Share Incentive Plan across Bristol Water and the
Sharesave schemes.
With a double coastline and dispersed population, many coastal towns
around the South West suffer from high rates of poverty, unemployment
and health risk factors, together with poor housing and public service
provision, poor public transport and communication connections.
All this goes to show that whilst the greater South West region has
traditionally had a reputation as a well-off area, in reality the picture is
far more complex. This places an even greater responsibility on Pennon,
as the largest private sector employer in the region, and given the wider
supply chain we support.
At Pennon we take our social stewardship role seriously, whether that’s
through supporting the Green Recovery of our region with a £82million
investment in economic and public health projects, and in creating up to
500 jobs directly and in the supply chain. Bristol Water’s Social Contract
seeks to do the same. Established in 2019 it looks at the key community
wellbeing challenges and identifies specific projects in response. It aims
to have a positive impact on customers, communities, colleagues and
the environment.
Our approach to Human Capital seeks to go further; supporting
Community Investment and social mobility across the Greater South
West by creating education and employment opportunities across our
region; ensuring we pay our employees a fair wage for doing a fair day’s
work and therefore be well placed to be able to make a wider societal
contribution; and delivering our Diversity and Inclusion strategy by
prioritising diversity of thought, gender and ethnicity to promote social
mobility and opportunity for all.
This is all part of a wider strategy to be the employer of choice in the
region, and in creating a Great Place to Work.
Over 100
Mental Health First Aiders trained
1,000
new apprentices and graduates by 2030
Across the Group we have developed a coherent approach to leadership,
culture, talent, and skills development which will not only help us unlock
the full potential in our business, ensuring we are match fit today, but
also in anticipation of future challenges.
Over the past two years, we have been focused on making a step change
in our approach to leadership, culture, talent, and skills. This ensures we
are well placed to meet the challenges of today and also in anticipation
of future challenges, as the Group evolves.
Ensuring our people are at the heart of all these key areas of focus will
mean we continue to successfully deliver for all our customers and
stakeholders that rely on us. Our people are our greatest asset. We
are proud of the values we live by in all that we do and we have been
delighted in how our employees have risen to the challenges we have
faced throughout the last year and in going above and beyond to deliver
for our business and our customers.
We continue to deliver across all areas of our Group People Strategy,
ensuring we remain focused on the right areas and meet both the
external and internal opportunities and challenges we face. In the battle
for talent, it’s clear that the most successful organisations will be those
who can lead and galvanise others around a sense of mission, offer
purposeful opportunities at work, make a broader societal contribution
with strong values, and have the appropriate infrastructure in place to
invest heavily in skills and development programmes.
On 1 February 2023, Bristol Water colleagues officially became part of
the Group, helping us transition into the new One Pennon team as we
successfully transferred our Bristol Water colleagues into South West
Water. As One Pennon, we have brought together the best-of-the-best
to share our expertise and best practices, building on our respective
strengths and our strong heritage in delivering our essential water
services for those who rely on us every day.
The integration of Bristol Water has acted as the springboard to review
and restructure our organisation design across the business to ensure
One of our customer service advisors discussing the benefits of
smart meters and affordability initiatives with a customer
32 Annual Report and Accounts 2023 | Pennon Group plc
we develop the most efficient operating model for the future, while
embracing the best of both Bristol Water and South West Water.
We continue to work to develop strong relationships with our
employees and Trade Union Partners, ensuring we are engaging with
these important stakeholders in our business in all aspects of our
People Strategy.
As a purpose-led organisation, Pennon has strong values and ethics
which are important barometers in fostering the culture and beliefs
that we require to be successful. One of the key reasons why we use
Great Place to Work to survey our employees is that it is one of the few
providers that seeks to measure values and ethics. These are notoriously
difficult areas to measure as they are impacted by individual’s personal
values and ethics.
Our focus in 2023 will be to engage with colleagues to redefine our
values, in support of the Group’s Strategic Direction following our
acquisition of Bristol Water there is an opportunity to review both
organisations’ current values and develop a combined set of values.
Our 2022/23 Great Place To Work (GPTW) Colleague Survey took place
for all Pennon Group employees. With a record participation rate of
85%, and a trust index score of 65%, Pennon has successfully achieved
GPTW accreditation for the second time in a row. This is a strong result,
given that typically, whilst the journey to becoming a GPTW is generally
associated with big picture actions, maintenance is harder, with more
targeted interventions.
We are delighted to be formally recognised as a Great Place To Work
for the last two years, but we are determined to keep improving and we
are focusing on colleagues ‘doing the right thing’ across all areas of the
business through:
our Speak Up process where employees can highlight a potential
problem or issue
our improved disciplinary and grievance processes
our Quality First Drinking Water Services programme prioritises
always doing the right thing and never compromising on quality
our HomeSafe programme that is focused on the non-negotiables
around safety
our new STREAM performance review process encourages quarterly
review meetings, helping ensure we deal with problems quickly
and effectively
the launch of three internal training programmes designed to help
in this area, covering People Management, Inclusive Leadership and
Bullying and Harassment.
Onsite at Mayflower Water Treatment Works in Plymouth, Devon
Listening and acting on employees’ views
Under the Financial Reporting Council’s (FRC) code of standards,
companies are required to explain how they are incorporating employee
views in Board decisions. You can read more on how the Board are
engaging and making decisions in our Section 172(1) statement on
pages 114 and 115.
Over the course of this year, we have continued to develop and evolve
the opportunities for employees’ views and input, as well as enabling
employee forums across the Group to ensure employees are represented
and have opportunities to understand and feed into discussions on
matters that impact them and the work they do.
RISE - Our Employee Engagement panel
During the year we have embedded our relaunched Employee
Engagement panel, RISE. The new RISE forum is inclusive and
employee-led, with each area of the business establishing its own panel
that feeds into a larger, Group-wide panel chaired by the Group Chief
Executive Officer. During the year we have integrated Bristol Water
employee members into the forum and addressed important topics
including cost-of-living, our future working arrangements: onboarding,
induction and colleague communications. Throughout the year, we have
increased our RISE members to over 100 members, giving employees an
even stronger voice.
Speak Up
Our Speak Up whistleblowing policy continued to operate throughout
the year, providing another engagement channel. Speak Up helps to
create an open, transparent and safe working environment, where
employees feel able to speak up and are supported if they do so. Read
more on Speak Up on page 119 in the Corporate Governance Report.
Additionally, all employees are invited to pose questions or comments to
our senior leaders through our new Open Door communication channels.
This new approach brings together several employee communication
channels and encourages employees and senior leaders to keep
connecting more.
Enhancing our employee communications
During the year, we have enhanced and grown many of our employee
communications and engagement channels.
Our regular Big Chat video calls with our CEO and the Executive
team continue to be very well supported by employees with strong
engagement. Items discussed largely focus on the topical business
issues of the time plus key employee highlights. We have also broadened
the group of speakers, involving colleagues from all areas and levels
across the company.
Our Time to Talk sessions focus on a broad range of topics and are
supported by many external specialist speakers and facilitators. Topics
discussed include mental health, the cost-of-living crisis, financial
wellbeing, apprenticeships and business specific initiatives including
nature and catchment management.
Our internal communications tool and discussion platform, Yammer,
is growing in popularity and is now used regularly by over 2,000
Group employees.
For our remote teams working tirelessly around the clock, we host
regular breakfast meetings supported by our senior leaders. These
have proved to be helpful in promoting more effective two-way
communication with front-line operational teams.
WaterWorks is a new monthly performance measures dashboard
which helps employees keep updated on how we are delivering for our
customers, communities and the environment.
We continue to recognise our HomeSafe Heroes and celebrate the work
of our colleagues across the business who make sure that everyone
goes home safe every day.
Pennon Group plc | Annual Report and Accounts 2023 33
Strategic Report Governance Financial Statements Other information
Our people continued
We have a strong commitment to investing in the development of our
employees and in building and recognising talent across the Group.
Training and development are available for employees at all levels within
the Group and are actively encouraged to participate. Our aim is to
increase productivity, job satisfaction and safety, and to equip the next
generation of leaders and employees with appropriate knowledge, skills
and the competencies they need to thrive.
As a business we joined the 5% Club, an organisation with over 750
members that aims to address the issue of poverty arising from high
youth unemployment and a shortage of the right skills for the workplace
of today and tomorrow. This year, we were delighted to be awarded
Gold Membership status into the 5% Club as we have around 10% of
our employees undertaking apprenticeships or on a formal structured
graduate programme. We were the only utility sector company to
achieve the Gold Membership accolade. Achieving Gold status
demonstrates our long-term commitment to investing in structured
Apprenticeship and Graduate programmes for our employees.
During the year, Pennon also scooped two awards at the National
Apprenticeship Awards. Pennon won Large Employer of the Year at the
regional finals and was also awarded Highly Commended in Recruitment
Excellent category. We are delighted that our apprenticeship programme
was recognised for these awards as it confirms the high quality
programme we offer and showcases the talented apprentices we have.
Throughout 2023/24, we delivered 15,458
training days for our 3,143 employees,
ensuring that on average eachemployee
received 36 hours of training - 5 days.
Our Graduate programme
In our 2022 Annual Report, we explained how we had launched our new
Graduate Management Programme and set a long-term commitment
to recruit 100 graduates by 2025. The programme has proved such
a success in attracting both female and ethnically diverse talented
graduates, we have doubled our commitment to recruiting 200
graduates by 2030.
Since the launch two years ago, the graduate programme has recruited
55 talented graduates, with over half being female and almost 60% being
ethnically diverse or international graduates. Attracting larger numbers
of female and ethnically diverse employees has been a core part of our
People Strategy. We are delighted our graduate programme is helping
deliver this outcome whilst providing high-quality career opportunities
for all these individuals.
Apprenticeships
In addition to our graduate programme, we have a long-standing
commitment to apprenticeships. This year we have doubled our
commitment and target for apprenticeships/graduate opportunities and
now pledge to support 1,000 roles by 2030. Attracting and developing
the next generation of talented employees is vital in building resilience
in our workforce and ensuring we can deliver the essential services our
customers and communities deserve.
Last year we supported a further 141 new apprentices across the Group.
This brings the total number of new apprentices we have supported
since 2021 to 342, we are ahead of schedule to achieve our 2030 target.
Leadership development
We have continued to invest in our senior leaders to provide structured
assessment and development opportunities for our senior leaders.
This programme supports leaders across the whole Group and was
one of the first activities offered to Bristol Water employees as part
of the integration.
Customer Service heroes at the Royal Cornwall Show, Summer 2022
One of our hard working apprentices
34 Annual Report and Accounts 2023 | Pennon Group plc
Prioritising health and wellbeing
Our Wellbeing strategy is a core area in our People Strategy to ensure
our people know that we care about them. It is estimated that in any
given week, one in six people of working age experiences a common
mental health problem like stress, depression or anxiety. Most of us will
understand, from personal experiences or friends and family, the huge
personal cost that this can bring.
Our Wellbeing strategy focuses on the following four main areas:
Mental
Taking care of our minds, coping
effectively with life and creating
satisfying relationships
Physical
Taking care of our bodies,
acknowledging the importance of
activity, nutrition and sleep
Financial
Taking care of our financial
wellbeing, being in control over our
financial future
Community
Encompassing the major external
and internal factors such as
social health
Separately, data from Champion Health, our online wellbeing platform
provider, supports the outcomes from the Great Place to Work survey.
93% of employees who completed the Health Assessment were
motivated to change, with their three key areas being improving energy
levels, reducing stress and improving mental wellbeing.
Our approach to wellbeing, incorporates a number of initiatives including:
Mental Health First Aiders: We have trained over 100 Mental Health
First Aiders across the Group – one for every 30 employees, ahead of
our target of one for every 50 employees.
Wellbeing Champions: We have established a network of wellbeing
champions across the business to help us engage colleagues.
Time To Talk: Regular sessions where colleagues are invited to join
online webinars focusing on a range of health and wellbeing issues,
primarily focused on mental health.
This is Me: a podcast with colleagues talking about their own health
and wellbeing experiences and how they have dealt with them.
Champion Health: Our Champion Health portal gives colleagues
a broad range of resources, advice and guidance across all areas
of wellbeing from healthy recipes to fitness regimes, mental health
support and health assessments. It is free to both employees and
their families.
FinWell partnership: We have launched a new partnership with
FinWell, a financial wellness organisation to provide employees with
help, support and advice about their personal finances.
Inside Out partnership: Our close partnership with the Inside Out
Leaderboard provides a tangible way of demonstrating leadership,
commitment and action to the mental health agenda.
EAP Helpline: Our Employee Assistance Programme (EAP) had a 6%
uptake compared to the industry average of 1.39%. The service is also
available for employees’ families.
HomeSafe – our flagship health and safety programme
The Group’s flagship health and safety programme, HomeSafe, continues
to provide the framework for driving significant improvements in all
health and safety activities., delivering a 14% reduction in our Lost Time
Injury Frequency Rate (LTIFR) in the year.
We continue to drive a culture where every person takes ownership
to ensure they and their colleagues go home safe every day. After
delivering our best performance in 2021/22 recording the lowest number
of lost time incidents ever, we set the ambitious target to have our best
year ever once again, while continuing to drive change and improvement
against each of the six HomeSafe strategic pillars, improving risk
management and reducing harm.
Our Leakage Detection Team
in the field
Pennon Group plc | Annual Report and Accounts 2023 35
Strategic Report Governance Financial Statements Other information
Our people continued
We set out to achieve this through:
continued Senior Manager face-to-face engagement.
implementing a robust and consistent approach to incident
investigations leading to improved identification of the root cause of
incidents, tackling these quickly.
integrating best practice knowledge with Bristol Water and
implementing these quickly across the Group.
We have taken the best-of-the-best approach in many areas including
improved minimum PPE standards and HomeSafe concepts. Two areas
in particular we have quickly standardised are the approach to point of
work risk assessment and investigations accountability.
Managing risk
Sharing and learning
Working together
Protecting health
Enabling leaders
Being resilient
We implemented the Take 5 for Safety approach to point of work risk
assessment that was active and delivering benefits In Bristol Water.
We launched this to the Group at our inaugural Group Health and
Safety Conference in February 2023. This saw over 170 colleagues and
members of our supply chain come together for an interactive day
focused on the Take 5 concept and the fact that, while no one believes
an incident will happen to them, it really can. The audience enjoyed a
presentation by the Pennon Board Health and Safety Committee Chair,
Jon Butterworth, who shared his safety expertise and experience to help
enthuse everyone to be a driver of change and become
HomeSafe pioneers.
The second area is bringing in the simple 2:2:2 approach to
investigations ensuring a timely response to incidents, investigations,
learning and improvement, with a two-hour notification, two-day initial
investigation and two-week finalised report and action plan developed.
We have developed and refined our HomeSafe bitesize programme
across the year and now have active modules for employees to use to
increase knowledge, awareness and accountability to ensure everyone
goes home safe every day. These modules are manager-led within
teams, focused on the core principles, while supporting managers to
focus these on specific activities their teams carry out. The bitesize
programmes work for all employees, regardless of role or location.
We have increased our assurance through the year with our health
and safety experts completing over 500 individual unannounced site
and activity audits across Bristol Bournemouth, Devon, Cornwall and
the Isles of Scilly. These audits focused on adherence with our Life
Saving Rules in HomeSafe as part of our Managing Risk Strategic Pillar.
Minor improvements were identified and resolved with the local teams
immediately, with no major non-conformances found.
Lost Time Injury Frequency Rate (LTIFR) continues to be the Group’s
primary measure of health & safety performance. Against our ambition of
our best year ever for the new Group composition, we delivered a 12.5%
reduction in actual LTI numbers, with 28 LTIs in the year, compared to 32
last year and an LTIFR of 0.59.
In addition to our supply chain partners’ involvement and support at
the health and safety conference, we have held two dedicated Tier
1 and Tier 2 supplier health and safety days in the year, improving
Our Bristol Water Bar at the North Somerset Show, Summer 2022
HomeSafe Heroes
We are proud of our people and celebrate positive health and
safety behaviours through our HomeSafe Heroes programme.
To supplement this, at our inaugural HomeSafe conference we
invited our teams and our supply chain to nominate people for a
variety of awards. In the category for ‘HomeSafe champion’, Owen
Lovegrove was nominated by several members of his team. Owen
joined us in June 2022 and has brought a fresh energy to health
and safety within his team. Owen constantly questions why things
are done the way they are, to ensure that he knows how to carry
out the work safely, and also to try and find better, safer ways of
working. Owen has led from the front with the Take 5 approach
to completing tasks, ensuring that methodology is both safe and
efficient. Owen ensures the right tools and equipment are available
and in good condition before starting the task. This leadership has
had a positive impact on the wider team.
Through Owen’s relentless pursuit of safety improvements the
whole team and now more engaged with identifying further health
and safety improvements. Owen was presented with his HomeSafe
Champion award at the Health and Safety conference in February,
receiving his trophy from Adele Barker, Group Chief People Officer.
36 Annual Report and Accounts 2023 | Pennon Group plc
collaboration and showcasing innovations to reduce risk and increase
productivity. One of our Strategic Partners, Kier, hosted a ‘Kier Live’
event at Exeter Racecourse in August to showcase innovations in health
and safety aligned to improved productivity, with particular focus on
excavation safety and working in the highway.
Future plans
Our targets are ambitious, however ensuring everyone who works for
us, with us or interacts with us goes HomeSafe every day is paramount,
and that requires us to have ambitious plans. HomeSafe is not a project
to be completed. It continues to be the way we work and deliver all our
performance commitments. We recognise any injury is one too many and
have very ambitious HomeSafe 2025 plans to improve health and safety
across the Group, requiring us to have our best year ever, year-on-year.
We have delivered on this for two consecutive years. We have set out our
roadmap to 2025 that becomes ever more challenging and ambitious.
However, we will relentlessly pursue improvement towards ensuring
everyone goes home safe every day.
Diversity, equity and inclusion
As one of the largest employers in the Great South West, we have a
responsibility to promote social mobility, address inequality and drive
inclusivity across our region.
We continue to champion diversity and promote an inclusive workplace.
We have published our Gender Pay Gap report for the sixth year and are
delighted to voluntarily publish our very first Ethnicity Pay Gap report.
These can both be found on our website: www.pennon-group.co.uk
It is important to be open and transparent about the gender and ethnic
diversity of our employees and this report is a key tool for us to do that,
whilst also allowing us to share the measures we have taken and will be
taking to continue to create a more diverse workforce across all roles
and levels within the organisation.
We also understand the importance of inclusion in retaining our people,
ensuring our employees feel valued, have a sense of belonging and feel
able to be themselves.
Following the acquisition of Bristol Water, we are now working to build
a sustainable workforce underpinned by our investment in new talent
programmes, with focused support and development for our female
colleagues and colleagues from underrepresented backgrounds.
It takes time to build representation at management and senior
levels, which can often be one of the causes of a pay gap, but we are
committed to attracting, retaining and developing talent from
all backgrounds.
We are delighted to have been highly commended in the finals in the
Balance in Business Awards. These awards focus on gender balance at
Executive and Senior Leadership level with support of the FTSE Women
Leaders Review.
We are pleased with the recent progress made but know there is more to
do in increasing the diversity of our workforce during the coming year.
Creating a diverse workforce
If there was ever a time for us to put gender and ethnic diversity at the
top of our agenda, then that time is now. Building a sustainable, agile and
diverse workforce is a key pillar of our People Strategy.
We are one of a handful of top FTSE businesses to have both a female
CEO and Chair and have more women on the Board than men for the
first time in Pennon’s history. Ranking in first position in the Utilities
section of the FTSE Women Leaders Review, we are exceeding the
40% target. We are pleased to have made further improvements during
the last year in two primary metrics - the percentage of the Executive
Committee and direct reports (increasing to 47.2% from 44.4%) and the
percentage of women on the Board (increasing to 55.6% from 42.9%),
and we achieved the 7th highest score in the FTSE 250. Our all-
employee female representation across the whole group has increased
to 31.4% this year from 29.5%.
Once again, we were listed in the 2023 Bloomberg Gender Equality
Index, as one of almost 500 companies globally committed to disclosing
their efforts to support gender equality through policy development,
representation and transparency. We have continued to make further
progress against this measure for transparency in gender data reporting.
Our overall score increased to 70% from 65% last year with our
disclosure score exceeding 97%.
Pennon largely operates and employs people in the South West of
England which traditionally has some of the lowest proportions of
ethnic diversity in the country. However, as a responsible business, we
believe we have an important role in ensuring we support mobility of
all types. Over the last two years, we have increased our proportion
of ethnically diverse employees significantly, from c.0.5% to 3%. This
increase has come from our more-targeted recruitment approaches
clearly acknowledging we welcome applications from ethnically diverse
applicants, as well as from the Bristol Water acquisition. Despite the
good progress we have made during the last year, there is still much
more to do if we are to achieve our ambition to have a much more
diverse workforce.
WorkFit candidate Hannah celebrating 1 year working as a Customer
Service Administrator
Pennon Group plc | Annual Report and Accounts 2023 37
Strategic Report Governance Financial Statements Other information
Our people continued
Recruitment
During the last year, we have redefined our Employer Value Proposition
to be more attractive to a wider range of talent pools. We launched our
new recruitment campaign #justaddwater as well as our new careers
website to attract a more diverse applicant group.
We have also reviewed our approach to monitoring diversity and
inclusion with a specific focus on job applications. We use a software
gender decoder tool which allows us to check all our job adverts for
masculinity to reduce the potential risk of alienating female applicants.
Similarly, we ensure a large proportion of our images used in the adverts
are of ethnically diverse employees, which encourages more diverse
candidates to apply. We are pleased that we are seeing significant
increases in the number of applications we are receiving from ethnically
diverse applicants and females into what is still a male-dominated
industry. Last year, around 28% of job applicants were female and around
26% were ethnically diverse. Additionally, offering dedicated support to
new employees through the graduate programme and supporting the
10,000 Black Interns Programme have further bolstered these numbers.
Our employee network groups
We recognise and appreciate the importance of creating an environment
in which all employees feel valued, included, and empowered to do
their best and share new ideas. Employee networks play a key role in
encouraging and supporting employees in bringing the best version
of themselves to work, contributing to an inclusive environment and
building a sense of community. Our employee networks provide peer-
to-peer support and improved awareness, contribute to the broader
Diversity, Equity and Inclusion enhancements and have delivered
business improvements in how we work together. The employee network
groups support: Race, Ethnicity and Cultural Heritage, LGBTQ+, Women,
Menopause, Grief, Financial Wellbeing, New Parents, Carers and
New Starters.
Change the Race Ratio initiative
In 2020, Pennon pledged its support to the Change the Race Ratio
initiative, a campaign to increase racial and ethnic participation in the
senior leadership of companies, as a route to encouraging more diversity
at all levels and was the first water company to do so. During 2022/23,
our pledge and ongoing commitment continued to help shape our
business activities and decisions.
10,000 Black Interns initiative
We are pleased to be a proud supporter and sponsoring business
of the 10,000 Black Interns initiative. During 2022, we successfully
completed nine internships which provided opportunities for individuals
to experience working in their chosen career functions. Following
successful completion of their internships, most students returned
to university to complete their degrees. Two have already graduated,
and we were delighted to see them successfully apply for roles on our
graduate programme. This important scheme not only offers black
students an opportunity to understand our business but also to improve
the levels of ethnic diversity across our industry.
Diversity awareness and training
We have continued our programme of Unconscious Bias training and
have rolled this out to the majority of our senior leadership and hiring
managers during the year. We have held Lived Experience group
sessions to understand what it is like to work at Pennon for employees
from minority groups. The outputs have been shared with our Diversity
Committee to understand these perspectives and consider appropriate
actions when issues are raised.
Our Gender Pay Gap
Since our last report, the composition of the Group has further evolved
with the acquisition of Bristol Water plc. Shortly after the 2021 snapshot
date, the Group completed the purchase, welcoming over 500 additional
colleagues. This is therefore the first year of including Bristol Water in
the Pennon Group results.
Our 2022 mean and median pay gaps have both seen an improvement
since 2021 which shows positive steps in the right direction.
One of our water treatment
technicians onsite
38 Annual Report and Accounts 2023 | Pennon Group plc
Highlights include:
Improvement of nearly 10% in the
mean gender pay gap in Pennon
Water Services
Improvement of 1.38% in the mean
gender pay gap in South West Water
This has led to a mean gender pay gap of 8.41% for Pennon Group
overall, with our median gender pay gap improving 3%. More can be read
on our performance and plans on our website.
Ethnicity Pay Gap
In 2022, we have voluntarily produced and published our Ethnicity Pay
Gap for the first time, which shows a pay gap of 10.3%. There is still
more for us to do in this area, including increasing the employee self-
disclosure diversity rates across the Company and continuing to attract
more ethnically diverse candidates at all levels across the Group.
Furthermore, by offering dedicated support to new employees through
the graduate programme and supporting the 10,000 Black Interns
Programme, these approaches have both helped to further attract
ethnically diverse applicants. As many of these applicants are recruited
and progress their careers, we anticipate them having a further positive
impact on our ethnicity pay gap.
Social Mobility Pledge
We continue to be a proud signatory of the Social Mobility Pledge and
have set further commitments across the Group during this year to
strengthen our resolve to deliver for our customers and communities
and support the drive to address social injustice. During the year we
have doubled our commitment to apprentice and graduate recruitment
and set new targets to support 1,000 apprentices and 200 graduates
on structured programmes by 2030. We have set a new commitment
and target to offer 5,000 work placements for young people by 2030,
significantly growing our previous work in this area but, we believe this is
vitally important in helping young people understand our Company and
the water industry and supporting them in their early careers.
One of our skilled lab technicians
Slave-Free Alliance membership
Pennon has maintained its membership of the Slave-Free Alliance,
which is part of Hope for Justice, the global anti-slavery charity. Our
membership demonstrates our commitment to the highest employment
standards for both our direct employees and those within our supply
chain. Our Modern Slavery Report is published annually and can be
found on our website www.pennon-group.co.uk
Human rights
We are fully supportive of the principles set out in the UN Declaration of
Human Rights, and the Group ethics policy outlines the high standards
of employment practice with which all employees of Pennon Group
are expected to comply. The Group also supports the International
Labour Organization’s core conventions for the protection and safety
of employees wherever they may work throughout the Group. These
standards are also embedded in our sustainable supply chain and
documented in our procurement policy and Code of Conduct for supply
chain partners.
Onsite at Banwell Water Treatment
Works, North Somerset
Pennon Group plc | Annual Report and Accounts 2023 39
Strategic Report Governance Financial Statements Other information
2022/23 highlights
15,696 hectares of land management was improved, including
over 300 hectares of peatland restoration. This now brings the
cumulative total to 111,515 ha, as of the end of financial year 22/23,
bringing us closer to our end of AMP7 target of 123,209 ha.
With the help of our delivery partners we planted a total of 72,398
trees, far exceeding our annual target by nearly 50%. This now
brings the cumulative total to 220,187 trees planted, well on our
way to achieving our end of AMP7 target of 250,000 trees planted.
We published our Biodiversity Strategy called “Growing Nature”
which is a strategy to grow nature on our land and beyond
We are becoming increasingly transparent, including increased
Sustainability Reporting, which can be found on pages 67 to 95
2023/24 priorities
Continuing to deliver land management, peatland restoration and
tree planting targets in collaboration with our delivery partners
Delivering a new programme of biodiversity enhancement
schemes at targeted sites across the region, including the creation
of wet woodland
Continuing to improve the environmental impacts of water
company operations across the region, including the installation
of eel screens, eel and fish passes and the exemplary control of
invasive non-native species
Sustainable Development Goals
The natural environment of the
South West is incredibly special.
From our precious National Parks
and Areas of Outstanding Natural
Beauty, to beautiful beaches.
We're proud to call it home.
Drought presented opportunities
for Pennon to further expand our
control of invasive non-native
species (INNs)
Burrator reservoir levels dropped to under 40%, which increased
the risk of stress in the population of American signal crayfish
in the reservoir which could cause them to move and spread,
something which landowners are legally obliged to take action
to prevent. Pennon worked with leading crayfish specialists and
carried out a pilot large scale control of these highly invasive
animals. With 2,470 trap days, nearly 6,000 crayfish were
caught. This control programme will be repeated next year.
The Bude canal was virtually devoid of water, presenting an
unusual opportunity to carry out Zebra mussel surveys to
determine their exact location along the canal. We used novel
methods to promote awareness of INNS and biosecurity,
including sniffer dogs to locate invasive species. Pennon is
proud to have the most sites in the AQUA (Aquatic Quality
Award) biosecurity accreditation scheme and remains the
only organisation to have any gold Awards - at Roadford
and Burrator reservoirs. We also have 7 silver and 22
bronze accreditations. We continue to work with a range of
stakeholders, especially supporting INNS Site Guardians,
anglers and watercraft users (boats, canoes, wind surfers, stand
up paddleboarders), both locally and nationally.
Focused on initiatives to improve the
environment
40 Annual Report and Accounts 2023 | Pennon Group plc
Water resilience
and drought
2022 saw some of the hottest, driest, weather on record as a
consequence of climate change. A combination of a lack of rain – the
4th driest summer in 130 years, the hottest summer, low levels of soil
moisture and increased demand exacerbated by the impact of the
pandemic and heatwaves, uniquely converged to put pressure at just
one of our five strategic reservoirs, at Colliford. Importantly, no-one
served by Colliford, or across our region, or visiting our region, suffered a
loss of supply or dips in water quality.
At the same time, we maintained the environmental compensation
releases from our reservoirs throughout 2022, essential to river health,
and have continued to do so in dry periods of 2023. We are investing
£125m to increase our access to water suppliers when we need them
most. In 2022/23 we have invested to secure the equivalent of 25%
demand in Cornwall and 12% in Devon. We can show that, whilst the
circumstances in this one area were challenging, culminating in a worse
than 1 in 200-year event, our actions were appropriately timed, and we
are now more resilient across the region as a consequence.
Despite a lack of new reservoir capacity across the sector in the last 30
years, over the last 15 years we have been focused on building additional
capacity. As early as 2007, Pennon invested in disused quarries in
Cornwall to repurpose as water resources. Building on this, our proactive
acquisition of Hawks Tor in March 2022, was an important mitigation,
providing additional storage, and coming online in October 2022.
Together with drought permits and focusing on demand side actions,
such as ‘Stop the Drop’ and fixing of customer side leaks for free, has
meant that from the lowest point of water resources levels at the end of
October 2022, we are now sitting at 76% and 99% respectively for South
West Water and Bristol Water. Bournemouth and the Isles of Scilly are
also in a better position heading into spring/summer 2023.
We are not being complacent as we look forward for the rest of the year
to 2024 and beyond. Our acquisition of Bristol Water, driven by synergies
and strategic water resources benefits, and our active progression of the
need for the new Cheddar 2 reservoir, brings benefits to all of the wider
south west region, including the Wessex region.
In the meantime, we are focused on building further resilience into our
region, Colliford Water Resource Zone and Roadford Water Resource
Zone, and by 2025 we will secure resources to access when we need it
most that is equivalent to 45% of Cornwall’s demand and 30% of Devon’s
demand, and this is proactively being managed as part of a Drought and
Resilience Programme, led by our new Group Drought and Resilience
Director, David Harris. David has significant experience in managing
water resources, and in managing through drought in one of the hottest
climates in the world. Our objectives are to ensure that by 31 March
2024 Colliford and Roadford strategic storages both reach 90% storage
to ensure that we do not have the risk of either dropping into Drought
Level 3 during 2024 and therefore that we can break the “drought cycle”.
Hawks Tor Reservoir, Bodmin Moor, Cornwall
Pennon is engaged and participating in the range of local and regional
public, private and third sector partnerships tacking action to tackle
climate change and nature recovery. We also convene a number of
forums and events to engage partners and share best practice and we
together reflect on progress and develop shared plans for the future.
We are proud of the delivery partnerships with whom we monitor,
collaborate and deliver our environmental improvement and biodiversity
enhancement activities.
Biodiversity enhancement
Catchment management protects and improves river quality and critical
water abstraction sources to provide clean, safe drinking water without
the need to provide additional infrastructure. It is supported by our
customers as part of Pennon’s commitment to protect and enhance the
environment in the catchments in which we operate. This performance
commitment is designed to incentivise an increase in the area of land
under active improved catchment management as part of the ‘Upstream
Thinking’ and the more recent ‘Green Recovery’ project interventions.
The annual target for Upstream Thinking is 10,000 hectares of new land
under active improved catchment management (50,000 more hectares
over the five-year regulatory period). The Green Recovery programme
will deliver a further 10,000 hectares of new land under active
management during the four years it will be active leading up to 2025. In
2022/23 a further 12,282 hectares of land were added to our Upstream
Thinking project whilst a further 3,414 hectares were added to the Green
Recovery programme, resulting in an annual delivery of 15,696 against
an annual combined target of 12,000 ha. This brings our cumulative
position to 111,515 ha of new areas under active catchment management
since April 2015. This is above our performance commitment position of
95,209ha.
Biodiversity compliance
In order for Pennon to avoid pollution harming the most special and rare
habitats and species present across the Great South West, we have a
particular focus on freshwater locations. This includes sites which are
designated as a Site of Special Scientific Interest, as a Special Area of
Conservation, as a Special Protected Area, or as a County Wildlife Site.
During 2022, there were no pollutions events at any of these locations
and therefore, as in the previous 2 years, the target was met. This
outcome supports the Pennon commitment to achieving the outcomes
of the Government Environmental Improvement plan and its ambitions
to improve the condition of all Sites of Special Scientific Interest in the
next 10 years.
Preventing biodiversity deterioration
The maritime nature, climate and geography of the Great South
West means that wildlife and nature are particularly under threat of
deterioration from the presence and spread of invasive non-native
species (INNS). Invasive non-native species (INNS) can impact on
all aspects of the business with significant operational, compliance,
reputational and financial risks and are considered to be one of the
most significant causes of biodiversity loss globally. This measure is
to incentivise the delivery of biosecurity installations at Pennon sites,
to prevent the introduction of new and spread of existing INNS and
over the last year we have accelerated our delivery of guidance and
awareness raising signage which are now installed at 90 sites. We have
also installed 11 biosecurity wash down facilities and are scoping two
further watercraft washdowns. Our exemplar biosecurity wash down
facilities at Roadford, includes a pressure washer for watercraft, an
angling dip tank and a boot scrub.
Our Partnerships
Pennon Group plc | Annual Report and Accounts 2023 41
Strategic Report Governance Financial Statements Other information
Environment continued
Net Zero – our promise to the planet
In 2021, we published our Promise to the Planet - our ambitious plan to reduce our operational carbon
emissions to Net Zero by 2030. At the same time, we joined the UN backed Race to Zero commitment
which aims to tackle GHG emissions across our entire value chain by 2045.
Pillar Our three-pillar strategy remains unchanged Progress against our three-pillar strategy
1
Sustainable
living
Reducing emissions through changes to
operational practices, increasing energy
efficiency, and switching to lower carbon
fuel sources.
Meeting our commitments to reduce leaks and
help customers to use less water – protecting
the environment and saving carbon.
Our fleet transition plans have begun with the first 53 EV
vans delivered.
We have partnered with Drax to deliver the charging
infrastructure required with 15 new 22KW charge points
installed across our sites.
Our energy efficiency programme has audited 19 of our
treatment sites which has identified significant savings of nearly
1,175tCO
2
e.
Across our offices and depots, we’ve implemented a number
of energy efficiency projects including LED lighting at our
Exewater site with an aim to expand our office energy efficiency
projects over the coming year as part of our Net Zero plan.
2
Championing
renewables
Maximising self-generation from renewables at
our sites across the South West – working with
partnerships and utilising our expertise.
Where we cannot generate enough electricity
to meet all our needs ourselves, 100% of what
we purchase will be from renewable sources.
From April 2022, South West Water (excluding the acquired
Bristol Water business) switched to 100% renewable sourced
electricity as part of its new energy supply contract.
We are targeting to produce 50% of our own energy by 2030
from a mix of embedded onsite Solar PV, floating Solar PV,
grid connected Solar PV, along with other renewables such as
hydroelectricity and making more use of our bioresources for
generating energy.
Our on-site renewable assets have been significantly enhanced,
with 2MW of new solar capacity installed.
We’ve expanded our renewable energy team to support
project delivery whilst maximising performance of our existing
renewable assets.
The Group are also in advanced discussions with a range
of counterparties offering large scale solar development
opportunities at sites situated across the UK. These
opportunities, which would be initially funded through the
Group capital allocation of c.£160 million, offer the potential
for attractive commercial returns, with actionable near-term
development timelines. In May 2023 we acquired a c.40 GWh
site in Dunfermline for a total acquisition and build cost of £35m.
This site has potential for a 2-hour 60MW battery storage facility
at a cost of £25m, which would support the broader UK grid’s
move to renewables and provide healthy returns.
3
Reversing
carbon
emissions
Reversing carbon emissions from our
core activities.
Working in partnership to ensure our core
activities reverse carbon emissions through
solutions such as peatland restoration.
Supporting the development of innovative
solutions to develop low carbon footprint
processes through research and development.
Our catchment management programmes include peatland
restoration, improving soil management, tree planting, creating
wetlands and buffer strips and other nature-based solutions.
These all lead to more carbon being stored in the landscape
and less loss to the atmosphere. It’s also good for water storage
in the catchments and long-term resilience.
We have planted 72,398 trees against annual target of 50,000
trees and restored 303 hectares of peatland. Our current
peatland programme aims to restore 2,800 hectares of peat
bog across the South West by 2025. Our peatland restoration in
AMP7 is expected to save around 650,000 tCO
2
e over the next
50 years. Meanwhile the 250k trees we aim to plant by 2025 will
save a further 100,000tCO
2
e.
Looking forward, South West Water is developing an ambitious
program of nature-based solutions for the PR24 Business Plan
submission (2025-2030) to include investigating how WaterFit
can support the improvement and opportunity for carbon
sequestration in estuarine and marine environments.
42 Annual Report and Accounts 2023 | Pennon Group plc
As a Group, we have also committed to setting both near and long-term
Science Based Targets (SBT).
Further details of how we are integrating climate into our business and
readying for a low carbon future can be found in our TCFD report on
pages 74 to 95.
GHG emissions performance
In line with good practice and to reflect the outcome of our 2021/22
materiality assessment, we set new interim Net Zero targets in 2022.
Our 2022/23 performance is presented below.
Net Zero target
2022/23
Performance*
2022/23
Target*
2025
Target* 2030 Target
% Energy usage from
renewable generation 6.8% 7% 13% 50%
Reducing GHG
emissions (%)* 65.7% 65% 70% 100%
A – Externally Assured by DNV
* Scope 2 market-based emissions only
Renewable energy
A key pillar of our Net Zero strategy, we are targeting 50% of our net
energy use from renewable sources by 2030.
We’ve made strong progress against our interim target of 13% in 2025
and achieved 6.8 % across the group in 2022/23. In particular we have
increased our installed on-site Solar PV capacity to 5.5MW and solar
and wind generation overall has increased 5.2% from 2021/22. Overall
our renewables capacity now totals 17MW.
In spite of this progress, increased overall energy demand, largely
driven additional pumping required as part of our drought response,
combined with the impact of the drought conditions on our
hydropower generation (down 8% from 2021/22) meant we fell
marginally short of the 2022/23 target.
Renewable energy capacity (MW)
Solar
8.7
Hydro
5.8
CHP
1.4
Wind
0.1
1. Net Zero Plan scope includes Scope 1 & 2 (market based) GHG emissions and the
following Scope 3 activities: outsourced activities; power transmission & distribution,
business travel, grey fleet (private vehicles used on Company business)
GHG Emissions
Scope 2 market-based GHG emissions have reduced from 89,434
tCO
2
e to 31,321 tCO
2
e this year from our 2020/21 baseline equating to
a 65% reduction.
Overall GHG emissions against our Net Zero 2030 scope
1
have
decreased by 40%.
Full details of our 2022/23 GHG emissions are provided in our SECR report
from page 67.
Process emissions
Process and fugitive emissions, mainly in the form of methane (CH4)
and nitrous oxide (N2O), arise from our wastewater treatment processes.
Worldwide there is difficulty in measuring process emissions and as a
sector we are working together to update the calculated carbon aspects
of our processes. As part of the sustainable operations pillar, we are
doing two things:
Investing in measurement - we can only manage what we can
measure. This includes collaboration with industry partners to set
up onsite emissions monitoring trials, as well as partnering with the
University of Exeter, through our CREWW partnership, to analyse the
data outputs from those trials.
Centre for Resilience in
Environment, Water and Waste
Investigating the opportunities to mitigate process emissions from our
wastewater treatment by optimising our processes to minimise the
formation of emissions, as well as exploring the potential for longer-
term mitigation strategies such as using more innovative approaches
to cover processes and capture emissions.
Transition Plan
Through our established strategies, plans and policies, we are preparing
for a changing climate and lower carbon economy. Our annual TCFD
response on pages 74 to 95 sets out further details of this in accordance
with the TCFD recommendations. This identifies one of our key
transition risks as rising energy costs. Through our planned investment
in renewable energy alongside our dynamic hedging strategy we are
managing this risk. We are aware of the work of the newly established
Transition Plan Taskforce (TPT) to develop a ‘gold standard’ framework
for transition plans. We are considering the TPT’s guidance and will look
to publish our Group Transition Plan in due course.
For further information, please see our Taskforce on Nature-related Financial
Disclosures on page 73
Pennon Group plc | Annual Report and Accounts 2023 43
Strategic Report Governance Financial Statements Other information
Paul Boote
Group Chief Financial Officer
Financial highlights of the year
Resilient financial fundamentals
Future revenues linked to inflation, offsetting
increased cost base, including significant
increase in power costs in 2022/23.
More information on pages 44 to 47
Efficient financing strategy
Well placed in elevated inflationary environment
as a result of our diverse debt portfolio.
More information on page 47
Increasing environmental investment
49% increase in capital investment compared to
FY 2022.
More information on page 48
Investing in renewable energy generation
First site acquired in May 2023 to provide
36GWh of generation.
More information on page 51
Group Chief Financial Officers report
During 2022/23, volatility in the global economy, reflecting the
geopolitical situation and economic difficulties arising from the global
pandemic, has continued. We started to experience the impact of this
in the second half of the financial year ended 31 March 2022 and, as
expected, the impact of elevated inflation on power and interest costs
has reduced our near-term earnings. The second half of this financial
year has also been impacted by the drought in the South West,
which has resulted in increased levels of operating costs and capital
expenditure. Where appropriate, specifically identifiable operating costs
have been treated as non-underlying given the unprecedented summer
weather conditions with 2022 being one of the hottest, driest years
on record.
Over the long term the elevated inflationary environment provides
the Group with additional growth in long-term sustainable value
with revenues and RCV linked to November and March CPIH
inflation, respectively.
Bristol Water has contributed to the Group’s financial results since 3
June 2021 with full clearance for the merger of our wholesale water
businesses granted on 7 March 2022. The merger of South West Water
and Bristol Water completed on 1 February 2023 with the combined
water business now operating under one licence held by South West
Water Limited. Within this report, to aid comparability both now
and ongoing, the results of South West Water include the operating
performance of Bristol Water in the current year and in the prior year.
The results in the comparative financial year ended 31 March 2022 only
include Bristol Water for ten months from the date of acquisition.
The Group’s statutory revenue for 2022/23 of £797.2 million included
non-underlying revenue reductions of £27.8 million in respect of the
second issuance under WaterShare+ (£20.2 million) and our “Stop The
Drop” demand reduction incentive (£7.6 million).
The Group’s underlying revenue has increased from £792.3 million to
£825.0 million, an increase of 4.1%, with South West Water increasing
by £13.5 million and Pennon Water Services delivering further external
revenue growth, predominantly outside South West Water’s regions, of
c.£19 million.
Overall, underlying EBITDA has reduced 19.8% from £383.9 million to
£307.8 million with the increase in power costs being the most significant
contributing factor to this reduction.
Further details of the performance of South West Water and Pennon
Water Services is outlined below.
We recognise the pressure the cost-of-living crisis poses to our
customers and we are focused on providing a broad range of
affordability measures to support those in financial need. Across all
Group businesses, the potential impact of significant increases in the
cost of living on affordability has been considered in assessing our
expected credit loss charges.
44 Annual Report and Accounts 2023 | Pennon Group plc
^ Measures with this symbol are defined in the alternative performance measures section of the annual report on pages 220 to 223.
1. Includes full 12 month Bristol Water performance during 2021/22
2. Includes ODI penalties and revenue forecast incentive adjustment
Underlying revenue of £701.3 million for 2022/23 has increased by 2.0%
(£13.5 million) compared with the prior year (2021/22 £687.8 million).
Adjusting for the additional two months of revenue in this financial year
from the Bristol Water region (£22.5 million), revenue on a like-for-like
basis has reduced by £9.0 million, with the inflationary impact on
tariffs being more than offset by the reduction in demand and
regulatory adjustments to revenue, including in-year ODI penalties
from 2020/21. South West Water’s statutory revenue for 2022/23
includes a non-underlying reduction of £27.8 million in respect of
the second WaterShare+ issuance and our “Stop The Drop” demand
reduction incentive.
Underlying operating costs of £392.9 million increased by £89.9 million
(2021/22 £303.0 million) reflecting the following significant factors:
Inflationary and other macro-economic impacts on wholesale energy
market prices and transmission costs (£48.6 million).
Additional two months of operating costs (not including power) for
Bristol Water (£10.0 million).
Responding to operational drivers including continued elevated
demand prolonging high production volumes, supporting
improvements to leakage and pollutions performance, and underlying
cost increases to address the extreme operating conditions including
the freeze/thaw event to ensure resilience of water supply
(£5.9 million).
Increased costs relating to the price review for the next
regulatory period
2021/22
Revenue
2 months
Bristol Water
Revenue
Water
demand
Water regulatory
adjustments
(revenue)
Water
inflationary
price increase
PWS
Contract
Wins
PWS
demand
Growth
2022/23
Revenue
792.3
22.5
(7.0)
(25.9)
24.2
11.2
825.0
7.7
750
850
800
775
825
0
160
80
40
120
2021/22
PBT
2 months
Bristol Water
EBITDA
Water
demand
Water
regulatory
adjustments
(revenue)
Power
(water
business)
Other
inflationary
impacts
(excl. power)
Group
depreciation
increase
Group net
interest
charge
increase
PWS PBT &
AC PAT
(Water
2Business)
2022/23
PBT
143.5
12.5
(7.0)
(25.9)
(48.6)
(7.9)
(8.0)
(42.9)
1.1
16.8
Cash collections throughout the Group have remained robust during
the financial year. Underlying expected credit loss charges for 2022/23
of £7.0 million for South West Water (1.0% of revenue) are in line with
previous levels (2021/22 0.8%
1
). For Pennon Water Services, the expected
credit loss charge of £0.8 million (0.4% of revenue) is also in line with
previous levels (2021/22 of 0.3% of revenue).
The Group reported a statutory loss before tax of £8.5 million (2021/22
profit £127.7 million) after net non-underlying costs of £25.3 million
(2021/22 £15.8 million). Group underlying profit before tax decreased
to £16.8 million from £143.5 million in 2021/22. This outturn reflects the
significant near-term pressures on earnings from elevated power pricing,
financing costs and revenue reductions in the water business through
lower customer demand as a result of continued water efficiency
promotion and mechanistic regulatory adjustments
2
.
South West Water
Since 1 February 2023, the trade and the significant majority of assets
and liabilities of Bristol Water plc were transferred to South West Water
Limited under a statutory transfer mechanism set out in the Water
Industry Act. The Bristol Water brand will continue as a trading name of
South West Water. As noted above the financial performance of South
West Water includes the performance of Bristol Water in both this
financial year and the comparative year.
Revenue underlying^ (£m)
Profit before tax (PBT) underlying^ (£m)
Pennon Group plc | Annual Report and Accounts 2023 45
Strategic Report Governance Financial Statements Other information
Pay increases of between 3-5% across the Group, with the majority
at 5%.
South West Water’s underlying EBITDA and underlying operating profit
reduced by 19.9% and 34.6% respectively. Despite the level of inflation in
tariffs lagging behind actual cost inflation in the year, overall increases
in operating costs excluding power were carefully managed to remain
broadly in line with the inflation embedded in tariffs.
The net interest charge of £145.3 million is £47.3 million higher than prior
year (2021/22 £98.0 million) primarily reflecting the impact of higher
RPI and CPI rates on index-linked debt. The Group’s efficient funding
mix, which includes a relatively low proportion of index-linked debt, and
hedging strategy minimises these market effects resulting in an Effective
interest rate^ of 5.5% (2021/22 3.9%
1
).
South West Water’s capital expenditure was £358.2 million, an increase
of £117.8 million (49.0%) on the prior year (2021/22 £240.4 million),
primarily due to water resources investments to boost supplies and
enhance water quality, including GAC schemes to provide further
resilience, and development work at the new Alderney water treatment
works in the Bournemouth region. Wastewater investments included the
roll out of our WaterFit programme, targeted investments in wastewater
pollutions hotspots and the installation of event duration monitors on
our storm overflows to achieve 100% coverage in 2022. The increase
also includes the additional two months of capital expenditure in the
Bristol Water region in this year compared to last.
Pennon Water Services
Pennon Water Services has once again performed strongly this financial
year through its disciplined approach to winning new business and
benefited from higher demand.
Non-household demand has continued to recover, up 5.8% on 2021/22,
and consumption is approaching pre-covid levels, with recovery
predominantly in the hospitality, tourism and manufacturing sectors.
New contract wins have contributed £11.2 million of additional revenue
compared to last year. The overall growth rate in this financial year was
11.6% and compares to 2021/22 levels of 19.9%.
Underlying operating costs have grown marginally behind the improving
revenues and the business has boosted its underlying EBITDA by
26.5% to £4.3 million (2021/22 £3.4 million). This strong performance
has resulted in the business reporting a profit before tax of £1.8 million
(2021/22 £1.0 million), a significant 80% increase on the previous year.
The business continues to maintain its focus on targeting high quality,
sustainable customers who will benefit from the value-added services
that form part of Pennon Water Services’ differentiated service
proposition, with new annualised contract wins of c.£14 million secured
during the year.
Group net finance costs
Total net finance costs for the Group of £118.2 million include £18.4
million non-underlying gain resulting from the repayment of the Bristol
Water plc index-linked bond due 2041. Underlying net finance costs
for the Group of £136.6 million are £42.9 million higher than last year
(2021/22 £93.7 million), driven largely by the current high levels of
inflation impacting index-linked debt charges but also includes an
additional two months’ finance cost contribution from Bristol Water in
2022/23. Whilst the Group benefits from a lower proportion of index-
linked debt compared to the water industry average, following the Bristol
Water acquisition c.30% of Pennon’s regulated water businesses’ gross
debt was index linked. Actions have been taken during the second half
of the year to smooth both inflation volatility over the period to 2025
and lower our level of index-linked debt over the long-term to around
20-25%. The non-cash element of our finance charges, which accretes to
the debt principal, was c.£84 million (2021/22 c.£36 million).
The Group continues to efficiently secure funding for South West Water
through its Sustainable Financing Framework and to ensure c.60% of its
interest rate risk is mitigated in line with the Group treasury policy, which
is achieved through issuing both fixed rate debt and effective interest
rate hedging, with a further element being index-linked. Prior to the
acquisition of Bristol Water, the index-linked proportion of debt had been
maintained at a relatively stable proportion of c.25%.
In the second half of the year, the Group reduced its proportion of index
linked debt by repaying the Bristol Water plc index-linked bond due
2041 and entered into £300 million of RPI to fixed rate swaps to fix the
interest charge over the period to 2025 to smooth the impact of inflation
over K7. These changes have helped to manage the Group’s exposure to
the current volatility in its finance costs.
Effective Interest Rate^ (%)
2018/19 2019/20 2020/21 2021/22 2022/23
3.4
3.5
2.5
3.9
5.5
Share of post-tax profit from associated companies
As part of the acquisition of Bristol Water in June 2021, we obtained a
30% interest in Water 2 Business Limited (W2B), a water retailer joint
venture with Wessex Water. This investment is accounted for under the
equity method and following a period of losses, as the business reached
scale, we are pleased to recognise £0.3 million of profit after tax from
associated companies in this year’s results.
Non-underlying items and acquisition accounting
Non-underlying items for 2022/23 total a charge before tax of £25.3
million (2021/22 charge of £15.8 million). Non-underlying items are those
that in the Directors’ view should be separately identified by virtue of
their size, nature or incidence and where they believe excluding non-
underlying items provides a more useful comparison of business trends
and performance.
The non-underlying charge of £25.3 million consists of:
£20.2 million reduction in revenue being the recognition in full of
the second issuance of our WaterShare+ scheme, which has been
extended to include Bristol Water customers and £2.2 million of
associated costs.
A combination of elevated demand from increased tourism and
record-breaking extremes of prolonged dry and hot weather led
to extremely low water storage levels in the Cornwall region.
Drought permits were issued allowing increased extractions and
water saving measures were issued for the South West Water region
for the first time since 1995. To ensure the region could be supplied
with water over the summer and continuing into 2023, South West
Water has instigated a series of mitigating measures and one-
off expenditure to address the situation. Due to the exceptional
combination of these events and the significance of the mitigating
actions this has resulted in the recognition of £7.6 million revenue
reduction from the Stop the Drop discount incentive to reduce
water consumption and £9.4 million of specific costs relating to the
measures being treated as non-underlying.
£4.3 million of costs in connection with the merger, statutory licence
transfer and integration of Bristol Water into South West Water.
£18.4 million gain resulting from the repayment of the Bristol Water plc
index-linked bond due 2041, as part of re-balancing the proportions of
index-linked debt in the Group debt portfolio.
The non-underlying charges in 2022/23 give rise to a net tax credit of
£5.3 million in relation to the above items. In 2021/22 the total non-
underlying tax charge was £98.2 million, including a credit of £1.3 million
in connection with non-underlying pre-tax items and a £99.5 million non-
underlying deferred tax charge, recognised for the change in future tax
rate which was substantively enacted during the previous financial year.
Group Chief Financial Officer’s report continued
46 Annual Report and Accounts 2023 | Pennon Group plc
As part of the requirements of acquisition accounting, we have finalised
the fair values of the acquired balance sheet of Bristol Water. The
provisional values reported in the Group’s results to 31 March 2022
have been revised to reflect a £5.5 million increase in the fair value
of the acquired deferred tax liabilities with a corresponding increase
in Goodwill.
Goodwill arising from the acquisition of £121.6 million has been recorded
in the Group consolidated balance sheet and is attributed to the
synergies expected to be derived from the combination and the value of
the workforce which cannot be recognised as a separately identifiable
intangible asset.
Responsible approach to tax
The Group is pleased to confirm it has once again maintained the Fair
Tax Mark accreditation for the year. This is the fifth year in succession
that the Group has been awarded the accreditation and we are proud of
our responsible approach to tax.
The overall 2022/23 tax credit for the Group is £8.9 million (2021/22
charge of £112.1 million). On an underlying basis, the net tax credit for
2022/23 for the Group of £3.6 million (2021/22 charge of £13.9 million)
consists of:
Current tax credit of £2.7 million, reflecting an effective tax credit rate
of 16.1% (2021/22 charge of £5.0 million, 3.5%). This reflects a £2.7
million current tax credit in respect of the prior year as a result of
additional super deductions and lower non-deductible expenditure
following the preparation and submission of the 2022 corporate
tax computations.
Deferred tax credit of £0.9 million (2021/22 charge of £8.9 million).
This reflects a current year deferred tax credit of £1.6 million in
relation to capital allowances in excess of depreciation charged
across the Group, largely due to super-deductions, offset by tax losses
carried forward for utilisation in later periods. A £0.3 million credit
also arises as a result of the change in tax rate, on current year items
(including tax losses generated in the year carried forward for future
relief) which will crystallise at 25% rather than 19%. It also includes a
deferred tax charge in respect of the prior year of £1.0 million which
arises largely due to additional super deductions.
There is also a non-underlying tax credit of £5.3 million in 2022/23
relating to the non-underlying items set out above. This includes a
current tax credit of £2.8 million in relation to losses to be carried back
to relieve against prior year profits, and a deferred tax credit of £2.5
million which relates to losses carried forward for utilisation in later years
and the unwind of the fair value adjustment in relation to the Bristol
Water bond terminated in the year.
The Chancellor announced in the March Budget, that the 130% super-
deduction on plant and machinery will be replaced with full expensing
deductions for the next three years from 1 April 2023 to 31 March 2026,
with a plan to make this permanent when fiscal conditions allow. Without
this change, the writing down allowance would have reverted to the
previous rate of 18% on plant and machinery (where the expected life
is less than 25 years). The 50% first year allowance on long life assets
and integral features has been extended for the same three-year period,
again with the aim to make this a permanent change. Without this, relief
would have reverted to 6% per annum on a reducing balance basis.
Given the Group’s continued capital investment programme, these
changes mean that the Group anticipates generating tax losses in
the remaining years of K7, and therefore does not expect to make any
corporation tax payments during this time.
Earnings per share
The Group has recorded a statutory earnings per share of nil pence per
share for the year ended 31 March 2023 (2021/22 4.9 pence per share).
This includes a net non-underlying charge before tax of £25.3 million
and a net non-underlying tax credit of £5.3 million. Statutory earnings
per share for 2021/22 were impacted by the significant non-underlying
deferred tax charge in respect of the change in corporation tax rate and
also the average number of shares used to derive the earnings per share
were impacted by the share consolidation in July 2021.
Our adjusted earnings per share^ excludes the impact of deferred tax
charges and non-underlying items. For the Group, we have generated
adjusted earnings per share^ for 2022/23 of 7.3 pence (2021/22 50.2
pence), with this reduction in earnings reflecting the significant impacts
from higher power costs and the impacts of inflation on finance costs
and operating costs more generally.
Sustainable net debt position
The Group’s cash flow from operating activities for 2022/23 was £313.7
million (2021/22 £334.2 million). Cash collections have remained robust
and we continue to monitor cash collections closely and are focused on
providing a broad range of affordability measures to support those in
need of support.
Net interest payments were £154.8 million (2021/22 £72.0 million) within
the increase driven by £51.5 million of interest paid on lease settlements
relating to interest accreted to the lease principal and a full 12-month
impact of Bristol Water. A significant element of the increased income
statement finance charges arises from our index-linked debt, and is non-
cash, as the indexation element accretes to the debt principal repayable
on maturity.
Our accelerated environmental investment programme has resulted
in an increase in capital investment cash outflows of £102.9 million to
£330.5 million (2021/22 £227.6 million).
Other significant movements in net debt in 2022/23 include the final
tranche of the share buy-back programme of c.£40 million, payment of
our interim and final dividends for 2021/22 and £84.3 million of non-cash
indexation on our loan instruments. Other movements of £116.4 million
arise in the main from a reduction of debt associated with historically
accreted lease interest (£51.5 million), the unwinding of fair value
adjustments on acquired debt (£44.3 million), notably following the
repayment of the Bristol Water plc index-linked bond due 2041, and VAT
recovered on lease repayments (£21.5 million).
The Group’s IFRS net debt at 31 March 2023 was £2,965.4 million
(31 March 2022 £2,682.9 million), which is also referred to as sustainable
net debt. This includes fair value adjustments on acquired debt of
£124.0 million
2
which are released over the life of the related debt
instruments. The Group’s net debt position excluding these adjustments
is £2,841.4 million.
Sustainable net debt
Pennon Group – summarised net debt flow
(£m) 2022/23 flows
Net debt excluding fair value uplifts 1 April (2,514.3)
Opening balance 1 April (2,682.9)
Cash generated from operations 313.7
Corporation tax paid (1.4)
Net interest paid (154.8)
Capital investment (330.5)
Repurchase of own shares (40.0)
Ordinary dividends paid (101.6)
Non-cash index-linked accretion (84.3)
Other movements
(3)
116.4
Closing balance 31 March (2,965.4)
Net debt excluding fair value uplifts
31 March (2,841.4)
(2)
Agile and efficient financing
The Group has made several changes to its financing since the end of
the last financial year to ensure we can efficiently support the needs
of our business strategy and are agile to address the changes in the
macro-economic environment.
Since 31 March 2022, the Group has secured and completed c.£825
million of new and renewed facilities, including:
Our first syndicated £300 million private placement with an average
maturity of 12 years.
1. 2021/22 water business comparator of 3.7% re-analysed to provide comparative performance under post-integration South West Water Limited group of companies’ structure
2. Carrying value of fair value acquisition adjustments to debt as at 31 March 2023 - £36.4m Bournemouth Water, £87.6m Bristol Water.
3. Including fair value unwinds on settlement of Bristol Water 2041 bond, a reduction of debt associated with historically accreted leave interest and net VAT recoverable from
lease repayments.
Pennon Group plc | Annual Report and Accounts 2023 47
Strategic Report Governance Financial Statements Other information
£205 million of new term loans and leasing with an average maturity
of 9 years.
£25 million 20-year private placement.
£295 million of new and renewed revolving credit facilities.
During 2022/23 all new and renewed facilities were raised under our
Sustainable Financing Framework.
Our lease portfolio will continue to deliver long-term benefits as part of
our diverse range of facilities as we look to further diversify our portfolio
going forward, as a strand of our Sustainable Financing Framework.
During the year, we continued our programme of repayment and
restructuring of the portfolio to ensure its continued efficient and
effective management with a further c.£167 million (including interest on
leases) repaid during 2022/23.
The Group has taken steps during the year to re-balance the proportion
of index-linked debt to align with previously maintained levels for the
longer-term. In November 2022, we reduced our index-linked debt
proportion by repaying the £40 million Bristol Water plc index-linked
bond due 2041, generating an £18.4 million non-underlying gain.
The statutory transfer of the Bristol Water business to South West
Water completed in February 2023, including outstanding debt being
transferred on an unsecured basis.
Resulting from the changes above and drawing of new debt during the
year, South West Water
1
gross debt at 31 March 2023 was £2,918 million
(31 March 2022 £2,848 million). The debt has a maturity of up to 34
years with a weighted average maturity of c.15 years.
At 31 March 2023, South West Water
1
net debt to RCV^ ratio
2
stood
at 60.8%, (31 March 2022 62.0%). This is broadly in line with Ofwat’s
notional structure of 60%.
South West Water’s cost of finance, with an Effective interest rate^ in
2022/23 of 5.5% remains among the lowest in the industry, continuing to
benefit from the diverse portfolio of debt.
Financing portfolio - strategic positioning
The Group has a strong liquidity and funding position with £420 million
of cash and committed facilities as at 31 March 2023. This consists
of cash and cash equivalents of £165 million (including £22 million
of restricted funds representing deposits with lessors against lease
obligations) and £255 million of undrawn facilities. £104 million of the
cash holdings are held at the Pennon company level.
Following the successful transfer of Bristol Water to South West Water,
this has meant changes to the regulatory licence and we are targeting
to obtain a strong investment-grade rating for South West Water for the
start of the next regulatory period.
South West Water
1
net debt at 31 March 2023 is a mix of fixed / swapped
(£1,854 million, 65%), floating (£609 million, 21%) and index-linked
borrowings (£402 million, 14%), which reflects our diverse debt portfolio
and compares to an industry average
3
of fixed / swapped 42%, floating
4% and index linked 54%. New debt raised during this regulatory period
has been fixed to align to iBoxx indices in line with Ofwat’s approach to
allowed cost of debt. Where appropriate, derivatives are used to fix the
rate on floating rate debt.
As we progress through the remainder of K7, we expect the mix of our
debt portfolio to evolve and are strategically targeting index-linked debt
to represent 20-25% of our portfolio in the long term. This will enable
the Group to maintain its financing flexibility, whilst remaining within our
treasury policy of at least 60% fixed rate debt.
As the Group continues to develop, and we see our funding
requirements grow, we expect the Group to manage its portfolio with
larger and more diverse debt instruments, taking advantage of the
public ratings once established in 2025, in line with Ofwat’s final PR24
methodology requirements.
Major Categories of Capital Expenditure (£m)
Group Chief Financial Officer’s report continued
£358.3m
TOTAL
South West Water (Water):
£210.6m
South West Water (Wastewater):
£147.6m
Other:
£0.1m
Longham Lakes,
Bournemouth
48 Annual Report and Accounts 2023 | Pennon Group plc
We will continue to maintain a diverse portfolio of debt to support
flexibility and growth opportunities. We expect that our reinvestment of
our outperformance in environmental enhancements will be financed
through debt, resulting in increased net debt to RCV gearing in the short
term. In the long-term this investment will provide returns though K8
revenues and a higher RCV. We now expect RCV to reach £5.2bn at the
start of K8.
Water business Net Debt Structure (£m)
£2,865m
TOTAL
Index-linked:
£402m
Floating:
£609m
Fixed:
£1,854m
Internal borrowing
South West Water’s funding is treated for regulatory purposes as
ring-fenced. This means that funds raised by South West Water are not
available for other areas of the Group.
Bristol Water was transferred to South West Water in February 2023
and all the debt is now managed on the South West Water standard
covenant package as unsecured and unrated.
Pennon Water Services funding is predominantly provided by Pennon.
Pennon will continue to use funds to support the Group’s ongoing
operations as appropriate.
Taxation strategy
Transparency remains a critical component of our approach, recognising
that openness and honesty with our customers is essential. Optimising
our tax position benefits them, for example by keeping water bills down,
but we do not enter into artificial tax arrangements, use tax havens or
take an aggressive stance in the interpretation of tax legislation. As a
long-term business with a long-term approach to financial management,
there have been no changes to the Group’s overall tax strategy this year
compared to last.
We continue to hold the Fair Tax Mark. Launched in 2014, the Fair Tax
Foundation’s purpose is to encourage and recognise businesses through
their Fair Tax Mark accreditation scheme. This is an independent
accreditation scheme for businesses paying their fair share of
corporation tax and reporting on their tax practices transparently.
Achieving the Mark demonstrates that we are paying the right amount
of corporation tax in the right place at the right time and apply the gold
standard of transparency.
Under our tax strategy we:
At all times, consider the Group’s corporate and social responsibilities
in relation to its tax affairs.
Operate appropriate tax risk governance processes to ensure that the
policies are applied throughout the Group.
Comply with our legal requirements, file all appropriate returns on
time and make all tax payments by the due date.
Consider all taxes as part of ongoing decisions.
Do not enter into artificial tax arrangements nor take an aggressive
stance in the interpretation of tax legislation.
Do not undertake transactions that are outside the Group’s low-risk
appetite for tax or not in line with the Group’s Code of Conduct.
Engage with HMRC in a proactive and transparent way and discuss
our interpretation of tax laws in real time, such interpretations
following both the letter and spirit of the laws.
Do not have any connections with tax havens unless it is necessary
for the purposes of trading within those jurisdictions.
As a long-term business with a long-term approach to financial
management, there have been no changes to the tax strategy which
is reviewed and reaffirmed on an annual basis.
Further details are given in the Group’s tax strategy report available on
the Pennon Group website www.pennon-group.co.uk
Regulatory Capital Value (RCV) (£m)
South WestWater
2019 2020 2021 2022 2023
£3,505 m
£3,573 m
£4,209 m
£4,716m
£3,393 m
1. Based on South West Water Limited’s group of companies, including Bristol
Water plc.
2. Based on South West Water
1
net debt and shadow RCV
3. UK water position as at 31 March 2022 as per published annual performance reports
- weighted average
Pennon Group plc | Annual Report and Accounts 2023 49
Strategic Report Governance Financial Statements Other information
Tax contribution 2022/23 – borne/collected
£95m
TOTAL
Employment taxes:
£41m
Business rates:
£35m
Corporation tax:
£1m
Environmental payments:
£12m
Fuel excise duty:
£1m
Other:
£5m
The Group’s total tax contribution (TTC) for 2022/23 amounted to £95
million (excluding £150 million of VAT receipts) (2021/22 £88 million
reanalysed to excluded VAT receipts). TTC is a standardised measure of
a group’s total tax contribution, having been developed by PwC and the
100 Group (FTSE 100 Finance Directors). It is acknowledged as being a
fair and comparable representation of total tax cost.
TTC looks at taxes borne, and taxes collected. Taxes borne includes
all taxes which are a cost to the Group, such as landfill tax, business
rates, corporation tax and employers’ National Insurance contributions
(NICs). Taxes collected and recovered highlights where the business is
collecting tax on behalf of HMRC.
Employment taxes totalled £41 million (2021/22 £37 million) including
employees’ Pay As You Earn (PAYE) and total NICs. The total amount of
£41 million includes PAYE of £4 million (2021/22 £4 million) on pension
payments made by the Group pension scheme. A net amount of £30
million (2021/22 £27 million) was collected on behalf of the authorities
for employee payroll taxes.
Business rates of £35 million (2021/22 £34 million) were paid to local
authorities. This is a direct cost to the Group and reduces profit
before tax.
UK Corporation Tax payments to HMRC in the year were £1 million
(2021/22 £7 million) in relation to payments due for prior years.
There were no payments due in respect of 2022/23 as the Group has
generated tax losses in the year.
Payments to the Environment Agency and other regulatory bodies total
£17 million (2021/22 £17 million). This reduces profit before tax.
Fuel excise duty of £1 million (2021/22 £1 million) related to transport
costs. This reduces profit before tax.
VAT repayments of £150 million due (2021/22 £88 million) have been
received to the Group from HMRC. VAT has no material impact on profit
and is excluded from the TTC figure to avoid distortions in this.
Contingencies
Ofwat and the Environment Agency announced an industry-wide
investigation into sewage treatment works on 18 November 2021. In
June 2022, as part of its ongoing investigation, Ofwat announced
enforcement action against South West Water Limited, alongside the five
companies which received enforcement notices in March 2022.
On 23 May 2023 Ofwat announced an investigation into South West
Water’s 2021/22 operational performance data relating to leakage
and per capita consumption. This operational performance data was
reported in South West Water’s Annual Performance Report 2021/22.
All company data is subject to extensive process checks, which include
both internal and external assurance. All data disclosed in South West
Water’s Annual Performance Report is subject to checks and balances
carried out by South West Water’s external technical auditor.
The company continues to work openly and constructively with
regulators to comply with the formal notices as part of these ongoing
investigations by engaging and providing information as required.
Pensions
At 31 March 2022, the surplus on retirement obligations of £66.3 million
comprised a surplus on the Group’s principal pension scheme, Pennon
Group Pension Scheme (PGPS), of £59.5 million and a surplus of £6.8
million in respect of Bristol Water’s defined benefit pension obligations.
The overall surplus at 31 March 2023 has reduced to c.£29 million
reflecting the following principal movements:
£23 million net reduction in surplus from the movement in financial
actuarial assumptions with significant reductions in liabilities, from
the increasing discount rate, offset by the reduction in asset values,
(reflecting market volatility and the greater level of hedging in
the schemes).
£16 million reduction in surplus with the change in other actuarial
assumptions reflecting the impact of inflation on immediate term
pension increases, and other changes in actuarial assumptions from
the March 2022 triennial valuation.
The triennial valuation of PGPS as at 31 March 2022 has been agreed
and no deficit recovery payments are required. The valuation recorded
an actuarial technical provisions surplus of c.£8 million, representing
c.101% funding. The valuation reflects the improvements in the funding
of PGPS over recent years supported by the responsible payments made
by the Group. The ongoing funding requirements for the Company to the
scheme are limited to the continuing administration expenses.
As funding of PGPS has improved the investment portfolio has been
de-risked through increasing the scheme’s real gilts hedging position
through Liability Driven Investments (LDIs), which are commonly used
by UK pension schemes. Whilst LDIs remain a critical part of the hedging
strategy, further risk management and monitoring strategies have been
implemented to help protect against the potential for rapid movements
in yields given what was seen in gilt markets last autumn.
Bristol Waters pension surplus relates to the Bristol Water Section of
the Water Companies Pension Scheme (WCPS). The liabilities of the
scheme are fully insured, securing the pension promises made to the
benefit of members through a bulk annuity policy. Changes in actuarial
assumptions have little impact on the surplus recognised as the change
in liabilities is materially matched by the change in asset values through
the bulk annuity policy. As a result the net surplus of c.£7 million
remains largely unchanged. The surplus recognised is restricted by a tax
deduction of 35% under UK tax legislation.
Dividends
The Group continues to strive to deliver on its commitments to
customers, shareholders and stakeholders as our investments
drive strong and sustainable results. Around two thirds of Pennon’s
shareholders are UK pension funds, savings, charities and individuals
with almost half of the Group’s employees, now including Bristol Water,
also being shareholders. Following the second issuance of our unique
WaterShare+ initiative, customers now make up more than four times the
number of institutional shareholders.
Pennon’s sector-leading 2020-2025 dividend policy of growth of CPIH
+2% reflects the Board’s ongoing confidence in the Group’s strategy
and is underpinned by continued RORE outperformance in South
West Water.
The Board has recommended a final dividend of 29.77 pence per share
for the year ended 31 March 2023. Together with the interim dividend of
12.96 pence per share paid on 5 April 2023 this gives a total dividend
for the year of 42.73 pence. This represents an increase of 10.9%
(March 2023 CPIH + 2%) on 2021/22. Pennon offers shareholders
the opportunity to invest their dividend in a Dividend Reinvestment
Plan (DRIP).
1. UK water position as at 31 March 2022 – weighted average
Group Chief Financial Officer’s report continued
50 Annual Report and Accounts 2023 | Pennon Group plc
The proposed dividends totalling £111.7 million are covered 2.8 times
by underlying EBITDA (2021/22 3.8 times). The reduction in EBITDA
dividend cover^ was expected given the significant near-term pressures
on earnings from elevated power pricing. Pennon Group plc has
substantial retained earnings and a sustainable balance sheet to support
its stated dividend policy. The strong fundamentals of its principal
operating subsidiary, South West Water Limited, underpin this policy
with its strong RORE and growing RCV. Dividends are charged against
retained earnings in the year in which they are paid.
Investing for sustainable growth – renewable
energy generation
In line with both our long-term sustainable growth strategy in UK
environmental infrastructure and our desire to accelerate on our Net
Zero target by 2030, we have allocated £160 million for investment in
renewable energy generation. This strategy will also benefit the Group
by reducing our exposure to future volatility in wholesale power markets,
that we have experienced this year, and will provide commercial returns
ahead of those earned from our regulatory water business.
In May 2023 Pennon Power Limited, a direct subsidiary to Pennon Group
plc, acquired a c.40 GWh site in Dunfermline for an expected total
acquisition and build cost of around £35 million. This is an attractive
ready to build site, with consents in place, and is expected to commence
generation in 2024. This site also has capacity for further investment of
around £25 million for a 2-hour 60 MW battery storage facility that will
support the UK’s transition to renewable energy and earn further
healthy returns.
In addition, we are in advanced discussions on a further four sites that
could provide a further 150 GWh generation, potentially bringing our
total generation to c.190 GWh from these projects. This amount equates
to around 45% of our electricity usage and would be a big step forward
towards our 2030 target of 50% self-generation.
Financial outlook
Looking to 2023/24, there are some signs of inflation stabilisation before
it recedes to more normal levels, whilst the global economy continues to
be volatile and reactive to a range of ongoing geopolitical dynamics.
We recognise the pressure that inflationary pricing increases pose to
our customers, and customer bill affordability continues to remain a key
consideration for us. Our broad range of affordability measures ensures
we are able to support those in need of support, and we continue to
focus on delivering improvements efficiently and effectively.
We expect overall revenues to increase with the combined impact
of inflation on our 2023/24 tariffs (net of the year on year impact of
regulatory adjustments and ODI penalties) and ongoing expected
growth in our non-household retail business.
Whilst wholesale cost levels remain elevated, we anticipate, power costs
to remain broadly flat year on year
1
compared to 2022/23 total power
costs of c.£103 million (wholesale costs £67 million, non-commodity
costs £36 million). We have recognised the pressure sustained high
levels of inflation place on our colleagues and pay increases of c.5-7%
have been agreed across the Group with a greater allocation towards
lower income bands. In other areas the sustained elevated levels of
inflation continue to place upward pressure on our input costs. Despite
these upward cost pressures we are targeting to maintain total operating
costs in South West Water at 2022/23 levels, whilst growth in the retail
business outside our region will increase wholesale water costs.
We have reduced the level of volatility on our interest costs by reducing
our exposure to index-linked debt with £300 million of RPI swaps to
smooth the impact of inflation over the remaining years of K7. Whilst the
changes we have made in our financing remain efficient the increased
borrowing rates on variable debt and increased debt levels to support
our capital investment profile are expected to result in an overall
increase in net finance costs.
Overall, these impacts are expected to result in improvements in
near-term earnings and, in the longer term, the elevated inflationary
environment provides the Group with additional growth in long-term
sustainable value, with revenues and RCV linked to November and
March outturn inflation, respectively.
Paul Boote
Group Chief Financial Officer
31 May 2023
1. Based on current market pricing and current hedged position of c.75% for 2023/24
Roadford Reservoir
in West Devon
Pennon Group plc | Annual Report and Accounts 2023 51
Strategic Report Governance Financial Statements Other information
The Group’s risk management framework encompasses both a ‘top-
down’ and ‘bottom-up’ approach. This:
allows risks and opportunities to be cascaded and
escalated effectively.
enables a common understanding of the risks and opportunities
and their potential impact on the achievement of the Group’s
strategic priorities.
provides a multi-layered approach to the review and challenge of risk.
During the year, as part of the broader integration of Bristol Water and
other organisational changes, the Group’s risk management framework
and associated governance and processes have been further enhanced
and standardised across the Group. All members of the Pennon
Executive attend the Pennon Executive Risk Committee meetings,
reflecting the increasing interconnectedness and complexity of the
principal risks facing the Group.
Our risk assessment methodology
A consistent methodology is applied in the assessment of the Group’s
risks (including climate-related risks) and opportunities, which considers
both the likelihood of the risk occurring and the potential impact.
Impact is assessed across the following financial and non-financial
categories: financial, safety, environmental, stakeholder and customer
impact, reputation, sustainability, and quality. Over the past year the
Group has enhanced the impact assessment criteria to better reflect
environmental and sustainability considerations, including impacts to the
Group’s climate, carbon, and nature objectives.
Likelihood is defined as likelihood over the next five years under
four categories (probable, possible, unlikely, or rare) with defined
probability thresholds.
Risks are assessed on both a ‘gross’ (without the consideration of
existing control measures) and ‘net’ (with consideration of existing
control measures) basis. The impact and likelihood is multiplied and
plotted on a 4x4 matrix to determine the overall Red, Amber, Green
(RAG) risk rating which is used to prioritise risks and actions.
Risk management and principal risks
Managing our risks
The long-term success of the Group is dependent on the effective
management of risks and opportunities and remains a key focus for the
Pennon Board and Executive. To achieve this, Pennon operates mature
risk management and internal control frameworks which are aligned to
the Group’s strategic priorities and are embedded into our processes,
culture and ways of working. These frameworks form a key part of our
governance structure ensuring that there is robust review, challenge and
assurance over the management of both our current and emerging risks
and opportunities.
Pennon risk management framework
The Group operates within a complex and evolving risk landscape which includes changing
Government policy, multiple regulatory frameworks and increasing customer and wider
societal expectations.
O
v
e
r
s
i
g
h
t
Risk
monitoring
and reporting
Risk
mitigation
Risk
appetite and
identification
Risk
assessment
Risks Matrix
4
3
2
1
1 2 3 4
Minor Moderate Major Severe
Impact
Likelihood
Probable (>70%)
Possible (30-70%)
Unlikely (10-30%)
Rare (<10%)
Opportunity Matrix
4
3
2
1
1 2 3 4
Minor Moderate Major Severe
Impact
Key - Financial Impact
Minor Moderate Major Severe
<2%
PAT
2% - 5%
PAT
5% - 7.5%
PAT
>7.5%
PAT
52 Annual Report and Accounts 2023 | Pennon Group plc
Key risk management responsibilities
Reviews the Group’s principal risks
and mitigation strategies.
Provides challenge to individual
functions over the management of
their business-level risks.
Considers mitigation plans for High
Impact Low Likelihood (HILL) risks.
Receives functional and
departmental updates on business
level (bottom-up) risks.
Performs horizon scanning on
emerging risks and opportunities.
Key assurance activities
Quarterly review of Group principal
risks and key subsidiary /
functional risks.
Undertakes deep-dive reviews of
specific risks.
Pennon Executive Risk
Committee
Group Internal
Audit
Key risk management responsibilities
Day-to-day management of the Group’s principal and operational risks.
Establishes the relevant Group-wide risk management processes
and procedures.
Maintains the internal control framework.
Key assurance activities
Performs a thorough appraisal of the Group’s principal and emerging
risk profile quarterly.
Monitors the Group’s performance against operational and
financial metrics.
Establishes and reviews policies, procedures and delegated authorities
Pennon Executive
Second line
Third line
Operational Risk Management
Asset Management Project Risk Management
Key risk management
responsibilities
Identifies and
assesses subsidiary
/ functional-level
risks.
Implements
and executes
appropriate risk
mitigation strategies,
aligned with the
agreed risk appetite.
Monitors compliance
with internal
control framework.
Review of subsidiary
/ functional principal
risks on a quarterly
basis by senior
leadership teams.
Key assurance activities
Functions provide
assurance activities
across key business
processes including
regulatory, legal,
health & safety.
Self-certification of
compliance
with the internal
control framework.
Individual
subsidiaries /
functions
First line
Key risk management
responsibilities
Establishes the
Group’s approach to
energy management
and risk exposure in
line with the desired
risk appetite.
Key assurance activities
Monitors adherence
to agreed strategies
and risk positions.
Energy Risk
Committee
Audit Committee
Key risk management responsibilities
Reviews the effectiveness of the Group’s risk
management framework.
Reviews the adequacy of the internal control framework.
Key assurance activities
Performs quarterly deep-dive reviews on principal risks.
Approves the Group Internal Audit Plan.
Receives reports on the outcomes of key assurance activities.
Pennon Board
Oversight
Key risk management responsibilities
Sets the Group’s strategic objectives.
Establishes the Group’s risk appetite.
Determines the Group’s principal risks.
Ensures an effective internal control framework.
Key assurance activities
Quarterly review of the Group’s principal risks against the
determined risk appetite.
Quarterly review of the Group’s emerging risk log.
Governance of the risk management and internal control frameworks
The consideration and reporting of risk management and the key responsibilities and activities which encompass the Group’s risk management
framework are summarised below.
Principal and business-level risks are subject to regular review and challenge by individual functions, the Pennon Executive Risk Committee, the
Pennon Executive and the Pennon Board.
The Group mitigates its risk exposure in line with the desired risk appetite and tolerance levels, through the operation of a robust internal control and
assurance framework which is aligned to the ‘three lines’ model.
The Group Executive and the Pennon Board obtain assurance over the effectiveness of the internal control environment across all three lines of
defence from a variety of internal and external assurance providers, including an independent Group Internal Audit function.
Key risk management
responsibilities
Provides
independent, risk-
based assurance on
the effectiveness
of the internal
control framework.
Coordination
of independent
assurance activities.
Key assurance activities
Regular reporting
to Audit Committee
and Pennon
Executive on the
effectiveness of
internal controls and
the outcomes of key
assurance activities.
Pennon Group plc | Annual Report and Accounts 2023 53
Strategic Report Governance Financial Statements Other information
Environmental, social and governance risk management
Our purpose and values recognise the broader societal role that the
Group plays within the regions and communities it serves. Consequently
environmental, social and governance (ESG) considerations are at the
heart of the Group’s activities and how we operate as a responsible
business. The identification, assessment and management of ESG
risks and opportunities are integrated into the Group’s overall risk
management framework and methodology. The delivery of ESG metrics
and targets, and the associated risks and opportunities, are monitored
thorough the ESG framework by the ESG Committee. Further detail is
provided on page 126.
As the owner of a water and wastewater company, the Group
acknowledges the fundamental impact that climate change has on the
Group’s strategy and priorities and is considered to be pervasive across
the Group’s principal risk profile. The assessment of the individual
principal risks, as detailed within the table below, has included the
consideration of both physical and transitional climate change impacts,
where relevant, and the mitigating actions being taken.
Further detail on the specific physical and transitional climate change
risks and opportunities relevant to the Group, along with mitigating
actions being taken, are detailed further within TCFD on pages 74 to 95.
South West Water technical (non-financial) data
In addition to the risk management framework detailed above which
applies across the Group, recognising the importance of the regulatory
ODI framework, South West Water engages independent, third-party
auditors to audit the accuracy of the technical (non-financial) data
reported within the various annual performance reports and regulatory
publications and submissions, including its performance commitments
and environmental data. Furthermore, a third party provider, DNV,
has also performed additional assurance work over selected
sustainability measures.
Continuous improvements to risk management and
internal control
The Group is committed to continuously improving its ability to
identify and respond to current and emerging risks. Examples of risk
management improvements during the year include:
The creation of a Compliance function overseen by the Group
Compliance Director, bringing together key second line compliance
activities undertaken across the Group
A Compliance Committee has been established enhancing the
governance over key compliance aspects and returns
Detailed analysis has been undertaken to inform the Group’s capital
investment to address long-term water resource and environmental
improvement plans as part of the business planning process
Testing of resilience and response plans has been undertaken
covering various scenarios, including power outages and
cyber security
The successful launch of the ‘Quality First’ initiative as part of the
continuous improvement of drinking water production.
Management of South West Water within the Group’s
risk management framework
Pennon manages its risks in such a way that South West Water, as a
regulated company, is protected from risk elsewhere in the Group. The
Group’s principal risks and uncertainties include those Group-level risks
that could materially impact on South West Water.
Pennon’s risk management and internal control frameworks ensure
that it does not take any action that would cause South West Water
to breach its licence obligations. Further, the Group’s governance and
management structures mean that there is full understanding and
consideration of South West Water’s duties and obligations under
its respective licences, as well as an appropriate level of information
sharing and disclosure to give South West Water assurance that it is not
exposed as a result of activities elsewhere within the Group.
Horizon scanning
Emerging risks and opportunities are considered to be factors and
events which could have a future impact on the achievement of the
Group’s strategic priorities but lack the required clarity or certainty in
order to adequately assess their impact. Horizon scanning of emerging
risks and opportunities is embedded within the risk and opportunity
review process performed by individual subsidiaries and functions.
Emerging risks are reviewed by the Pennon Executive Risk Committee,
Pennon Executive and Pennon Board as part of their regular assessment
of the Group’s risk profile. Notable emerging risks and opportunities are
detailed within the table below:
Risk/opportunity
Micro-pollutants, plastics and micro-plastics
Comment Risk category impact
The continued focus on the
impact of micro-pollutants
and micro- plastics could
present both risks and
opportunities arising
from changes to water
treatment processes.
Operating performance.
Business systems and
capital investment.
Time horizon
Medium-term
Risk/opportunity
Changes to the demographics within the South West
Comment Risk category impact
Increases in population
migration to the South West
due to the longer-term
impact of COVID-19 and
climate change could place
further demand on our
resources and assets.
Operating performance.
Time horizon
Long-term
Risk/opportunity
Biodiversity
Comment Risk category impact
Threats to the region’s
biodiversity, as a result of
development, pollution and
climate change, may require
changes to how we interact
with species and habitats in
the areas where we operate.
Operating performance.
Time horizon
Long-term
Risk management and principal risks continued
54 Annual Report and Accounts 2023 | Pennon Group plc
Risk/opportunity
Artificial intelligence and machine learning
Comment Risk category impact
There is a risk that
automated intelligence and
learning deployed within
operational processes
develops faster than
Government regulations
and standards.
Operating performance.
Time horizon
Long-term
Risk/opportunity
PFAS and forever chemicals
Comment Risk category impact
Changes in regulatory
requirements or the
introduction of statutory
standards may require
significant changes in
operational processes in the
water treatment process
Operating performance.
Business systems and
capital investment.
Time horizon
Long-term
Risk category
Law, regulation and finance
Risk appetite statement
The Board is committed to complying fully with, and being
seen to be complying with, all relevant laws, regulations and
obligations and has no appetite for non-compliance in this area.
This includes (but is not limited to) health and safety where
the Board places the highest level of importance on the welfare
of our employees, the public and those who work with or on
behalf of Pennon. The Group also operates a prudent approach
to our financing strategy to ensure our long-term financing
commitments are met.
The Board acknowledges, however, that the Group operates in a
complex environment influenced by Government and regulatory
policy. Consequently, there is acceptance of increased inherent
risk in these areas and the Group seeks to mitigate any
potential downside and leverage opportunities that may arise
from Government policy and regulatory change.
Risk category
Market and economic conditions
Risk appetite statement
The Board recognises that the Group’s activities are exposed
to changes in macroeconomic and external market conditions.
The Group seeks to take well-judged and informed decisions to
mitigate these risks where possible but accepts that a level of
residual risk may remain beyond the Board’s control.
Risk category
Operating performance
Risk appetite statement
The Board has no appetite for significant operational failure of
our water and wastewater assets, and seeks to reduce both the
likelihood and impact through long-term planning and careful
management of our operational assets.
There is greater appetite for well-informed risk taking to
develop further markets, subject to this not detrimentally
impacting on the level of service expected of our regulators,
customers and wider stakeholders.
Risk category
Business systems and capital investment
Risk appetite statement
The Board has a low risk appetite for risk associated with the
delivery of capital investment within our regulated business
plan. There is greater appetite for broader investment with
decisions taken through weighting risks against the expected
level of return on a case-by-case basis.
The Group seeks to minimise technology and security risk to
the lowest possible level without detrimentally impacting on the
Group’s operations.
Risk appetite
The UK Corporate Governance Code requires the Group to determine the risk appetite considered appropriate in achieving the Group’s strategic
priorities. Striking an appropriate balance between risk and reward is key to the success of the Group’s strategy.
The Board has developed risk appetite statements for each risk category and for each principal risk. This allows the business to pursue value-
enhancing opportunities, while maintaining an overall level of risk exposure that the Board considers to be appropriate. The Board’s evaluation of the
comprehensiveness of the Group’s internal controls in mitigating its principal risks to an acceptable level is considered with due consideration of the
relevant risk appetite. The risk appetite for each risk category is detailed below:
Pennon Group plc | Annual Report and Accounts 2023 55
Strategic Report Governance Financial Statements Other information
The Bristol Water acquisition principal risk has been removed
following clearance from the Competition and Markets Authority and
merger of Bristol Water’s licence into South West Water.
Key risks associated with the delivery of regulatory outcomes and
performance commitments are reflected within individual principal
risks and has therefore been removed as a standalone principal risk.
These principal risks have been considered in preparing the viability
statement on page 63.
Overview of Pennon’s principal risk profiles
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Category Reference
Strategic
priorities Risk description Net risk
Law. Regulation
and finance
A
1, 2, 3
Changes in Government policy
B
1, 2, 3
Regulatory Frameworks
C
1, 2, 3
Non-compliance with laws and regulations
D
1, 3
Inability to secure sufficient finance and funding, within our debt covenants, to
meet ongoing commitments
E
2, 3
Non-compliance or occurrence of an avoidable health and safety incident
F
3
Failure to pay all pension obligations as they fall due and increased costs to the
Group should the defined benefit pension scheme deficit increase
Market and
economic conditions
G
1, 2, 3
Macroeconomic near-term risks impacting on inflation, interest rates and
power prices
Operating
performance
H
2, 3
Failure to deliver the Group’s 2030 Net Zero Commitment to respond to the
impact of climate change
I
2, 3
Availability of sufficient water resources to meet current and future demand
J
1, 2, 3
Failure of operational water treatment assets and processes resulting in an
inability to produce or supply clean drinking water
K
1, 2, 3
Failure of operational wastewater assets and processes resulting in an
inability to remove and treat wastewater and potential environmental impacts,
including pollutions
L
2, 3
Non-delivery of customer service and environmental commitments
M
1, 2, 3
Insufficient skills and resources to meet the current and future business needs
and deliver the Group’s strategic priorities
Business systems and
capital investment
N
1, 2, 3
Insufficient capacity and resilience of the supply chain to deliver the Group’s
operational and capital programmes
O
3
Inadequate technological security results in a breach of the Group’s assets,
systems and data
Principal risks and uncertainties
The Group’s business model exposes the business to a variety of internal
and external risks that are influenced by the potential impact of macro
political, economic and environmental factors. Specifically, the macro
level events have contributed to the high inflationary environment, and
the consequential impact on power prices and interest rates both in
the UK and globally has continued to directly and indirectly impact the
Group during the year. While the ability of the Group to influence these
macro-level risks is limited, they continue to be regularly monitored and
the potential implications are considered as part of the ongoing risk
assessment process. The Group performs a range of scenario planning
and analysis exercises to understand the risk exposure of one, or a
number, of these events occurring.
During the year the Board has carried out a detailed review of the of
the current and emerging risks in the context of the Group’s strategic
objectives and priorities as well as the external environment within which
it operates. This has resulted in the following changes to the Group’s
principal risks compared with those previously reported:
The availability of sufficient water resources has been separated from
the broader drinking water principal risk and is now included as a
standalone Group principal risk.
The Group’s principal risks reflect the delivery of the Group’s 2030
Net Zero commitment in mitigating the impact of climate change.
The delivery of customer and environmental commitments have been
combined to form a standalone principal risk.
Non-recovery of customer debt has been removed as a principal
risk reflecting the Group’s robust debt management and customer
collections processes. With ongoing cost-of-living challenges for
our customers, this continues to be carefully monitored as an
operational risk.
Risk management and principal risks continued
56 Annual Report and Accounts 2023 | Pennon Group plc
Law regulation and finance
Principal risk
A
Changes in
Government policy
Strategic priorities
1, 2, 3
Climate Change Impact:
T
Strategic impact
Changes in Government policy and direction may fundamentally impact our ability to deliver the
Group’s strategic priorities, impacting shareholder value.
Mitigation
There has been continued focus on the performance of the water sector by Government, with its Plan
for Water launched in March 2023 following on from its Storm Overflows Discharge Reduction Plan in
August 2022. With a General Election due in 2024 this focus is expected to continue.
South West Water has been given approval to accelerate c.£125 million of investment to meet these
requirements alongside the delivery of its WaterFit strategy that is designed to go further than the
Government’s Plans.
We actively engage and respond to policy consultations and the Group regularly engages with MPs
and other political stakeholders, both directly and via Water UK, demonstrating the value from our
operational performance, continued investment in our network and wider societal contribution.
Horizon scanning of emerging changes in Government policy, including climate change-related
policies, is regularly undertaken to monitor and assess the potential direct or indirect impact on
the Group.
Appetite
We recognise that Government policy evolves which presents both risks and opportunities. The Group
seeks to minimise the potential risks and maximise opportunities through regular engagement and
robust scenario planning.
Net risk
Principal risk
B
Regulatory frameworks
Strategic priorities
1, 2, 3
Climate Change Impact:
T
Strategic impact
Changes to regulatory frameworks may impact on the deliverability and affordability of the Group’s
priorities, which can impact shareholder value.
Mitigation
Ofwat has published its final methodology for the next Price Review period and investment plans and
priorities are well developed, overlaid by a robust governance and assurance framework. South West
Water’s business plan will be submitted in Autumn 2023.
We are actively engaging with regulators through this process but there remains a risk sufficient
funding is not provided through the regulatory mechanism to achieve the environmental and
climate-related ambitions of the Group, or that the priorities of regions we serve are not recognised
by regulators.
Established processes exist for monitoring changes in the regulatory environment and responding to
regulatory consultations, including via Water UK.
Appetite
We accept that regulatory frameworks evolve which creates both risks and opportunities. We seek to
minimise the potential risks by targeting changes which are Net Present Value (NPV) neutral over the
longer term to protect customer affordability and shareholder value.
Key – Strategic priorities
1
Growth in environmental infrastructure
High Increasing
T
Transitional climate change impact
2
Pioneering solutions
Medium Stable
P
Physical climate change impact
3
Leadership in UK water
Low Decreasing
Our water leak
detection dogs,
Denzel and Kilo
Pennon Group plc | Annual Report and Accounts 2023 57
Strategic Report Governance Financial Statements Other information
Law regulation and finance
Principal risk
C
Non-compliance with
laws and regulations
Strategic priorities
1, 2, 3
Climate Change Impact:
T, P
Strategic impact
The Group is required to comply with a range of laws and regulations across our businesses. Non-
compliance with one or a number of these may result in financial penalties or a negative impact on our
ability to operate effectively and reputational damage to the Group.
Mitigation
There remains an increased appetite amongst regulators for pursuing enforcement action for perceived
non-compliance with, for example, an industry-wide investigations of wastewater treatment works permit
compliance ongoing. The Government is also seeking to amend the maximum amount that water companies
can be penalised for damaging the environment.
The Group operates within robust and mature frameworks ensuring compliance with permit and other
requirements of Ofwat, the Environment Agency and other relevant regulators. These frameworks are
regularly reviewed to ensure the Group remains compliant with the increasingly complex legal and
regulatory landscape.
The Group also maintains a comprehensive internal framework to ensure compliance with corporate laws
and regulations, reinforced through key policies endorsed by the Pennon Board and compliance training
provided to staff.
These frameworks have been further strengthened during the year through the establishment of an
executive-led Compliance Committee and Ethics Management Committee, that maintains oversight
of the Group’s confidential whistleblowing processes, allowing concerns to be raised confidentially and
appropriately investigated.
Appetite
The Group maintains the highest standards of compliance and has no appetite for legal or
regulatory breaches.
Net risk
Principal risk
D
Inability to secure
sufficient finance
and funding, within
our debt covenants,
to meet ongoing
commitments
Strategic priorities
1, 3
Strategic impact
Failure to maintain funding requirements could lead to additional financing costs and put our growth
agenda at risk. Breach of covenants could result in the requirement to repay certain debt.
Mitigation
The Group has well-established treasury, funding and cash flow arrangements in place, underpinned by
a Treasury Management Policy endorsed by the Board.
The Group’s financing commitments and cash flow, funding and covenant compliance are regularly
reviewed by the Executive and the Board.
Whilst the macro-economic environment has increased financing costs, the Group remains comfortably
within debt covenant levels with sufficient headroom in place to meet ongoing commitments.
The Group retains £420 million of cash and committed facilities as at 31 March 2023 in line with its
established pre-funding approach.
Appetite
The Group operates a prudent approach to our financing strategy in order to ensure our funding
requirements are fully met.
Principal risk
E
Non-compliance or
occurrence of an
avoidable health and
safety incident
Strategic priorities
1, 2, 3
Strategic impact
A significant health and safety event could result in financial penalties, significant legal costs and
damage to the Group’s reputation.
Mitigation
During the year the Group has continued to deliver and embed the 2025 HomeSafe strategy, which has
included launching HomeSafe within the Bristol region.
Health and safety training, communication and policy updates are provided to all staff and senior
leaders regularly visit sites, reinforcing the Group’s health and safety culture.
Health and safety performance is monitored by the Executive and the respective Board and Executive
Health and Safety Committees. There has also been continued investment for safety improvements,
focused on operational sites and activities.
This has resulted in the Group achieving its lowest ever number of LTIs during the year.
Appetite
The Group has no appetite for health and safety-related incidents and maintains the highest standards
of compliance for our staff, contractors and other third parties.
Risk management and principal risks continued
58 Annual Report and Accounts 2023 | Pennon Group plc
Law regulation and finance continued
Principal risk
F
Failure to pay all
pension obligations
as they fall due and
increased costs to
the Group should
the defined benefit
pension scheme
deficit increase
Strategic priorities
3
Strategic impact
The Group could be called upon to increase funding to reduce the deficit, impacting our cost base.
Mitigation
The Group has in-house pensions expertise supplemented by external specialists, including
professional advisors who manage the scheme’s investment strategy.
In response to the fall in gilt yields in October 2022, the investment portfolio has been de-risked
through increasing the scheme’s real gilts hedging position through LDIs (Liability Driven Investments).
As at 31 March 2023 the Group’s pension schemes remain in surplus, reflecting the improvements
in the funding of PGPS in recent years, and no deficit recovery payments are required following the
triennial valuation of PGPS as at 31 March 2022.
Appetite
The Group will ensure that all obligations are met in full but seeks to manage this without unnecessary
costs to the Group.
Net risk
Market and economic conditions
Principal risk
G
Macro economic near-
term risks impacting
on inflation, interest
rates and power prices
Strategic priorities
1, 2, 3
Climate Change Impact:
T, P
Strategic impact
Significant changes in inflation, interest rates and power prices could increase the Group’s near-term
cost base.
Mitigation
The macro-economic volatility experienced during the year has stabilised somewhat with UK power
prices and inflation softening and expected to fall further over the next 12 months.
A significant proportion of the Group’s power prices have been hedged in line with the agreed strategy
set by the Group’s Energy Risk Committee. Careful management of the debt portfolio has also enabled
c.66% of the Group’s net debt to be fixed or swapped.
The Group’s in-house procurement function also drives value through competitive tendering of high
value contracts.
Long-term protection from the increasing inflationary environment is also provided through regulatory
mechanisms with inflation-linked revenues and RCV growth, along with regulatory true-ups.
Appetite
The Group seeks to mitigate the potential impact of macroeconomic events where possible including
through inflation-linked revenues and RCV growth, recognising there remains a degree of near-term
exposure beyond its control.
Operating performance
Principal risk
H
Failure to deliver the
Group’s 2030 Net
Zero commitment to
respond to the impact
of climate change
Strategic priorities
2, 3
Climate Change Impact:
T
Strategic impact
Failure successfully to transition to Net Zero may result in an adverse environmental impact, increased
costs and reputational damage.
Mitigation
The Group remains on track to deliver its commitments within the 2030 Net Zero strategy which is
overseen by an executive led Net Zero Committee.
During the year we have continued to support carbon capture through peatland restoration, increased
the deployment of electric vehicles and progressed towards our target of 50% energy self-generation
through discussions with counterparties offering large-scale solar development opportunities.
The Group’s capital allocation of £160 million has started to be deployed which will accelerate our
journey to Net Zero.
Appetite
The Group is committed to achieving Net Zero whilst recognising that this needs to be balanced
against the need to deliver other priorities for our customers and the environment.
Key – Strategic priorities
1
Growth in environmental infrastructure
High Increasing
T
Transitional climate change impact
2
Pioneering solutions
Medium Stable
P
Physical climate change impact
3
Leadership in UK water
Low Decreasing
Pennon Group plc | Annual Report and Accounts 2023 59
Strategic Report Governance Financial Statements Other information
Risk management and principal risks continued
Operating performance continued
Principal risk
I
Availability of sufficient
water resources to
meet current and
future demand
Strategic priorities
2, 3
Climate Change Impact:
T, P
Strategic impact
An inability to ensure the necessary water resources exist to meet demand may lead to impacts for our
customers, increased operational costs and reputational damage.
Mitigation
The drought of 2022 had a significant impact on river flows, groundwater levels and reservoir stocks in
our regions. Climate change is expected to result in hotter, drier summers becoming more frequent and
greater demand through increased population within the South West.
During the year the Group has enacted its Drought Management Plan, alongside extensive
engagement and collaboration with regulators and innovative initiatives – such as the Stop the Drop
campaign – to minimise the impact of the dry weather on both customers and the environment.
Additionally, there has been continued focus on leakage reduction and the launch of region-wide
customer communication campaigns.
Despite the action taken, storage levels remain below their historical levels heading into Summer 2023.
Further action is being taken including exploring desalination in Cornwall as well as more water storage
options and increasing the ability to move water around our network.
Appetite
The Group is committed to ensuring there are sufficient water resources through careful management
of both supply and demand activities.
Net risk
Principal risk
J
Failure of operational
water treatment assets
and processes resulting
in an inability to
produce or supply clean
drinking water
Strategic priorities
1, 2, 3
Climate Change Impact:
T, P
Strategic impact
An inability to produce or supply clean drinking water could result in financial penalties, regulatory
enforcement and damage to the Group’s reputation.
Mitigation
Our drinking water assets and processes have remained resilient despite challenging conditions during
the drought and the freeze / thaw conditions that occurred in 2022. Where such events do occur, these
are managed through established incident management procedures and utilisation of the Group’s
supply chain partners.
Asset health is managed through a well-established programme of routine planned and preventative
maintenance works with asset and network performance monitored by the 24/7 Control Centre.
Additionally, our ‘Quality First’ initiative was also launched during the year and is a cultural and training
programme reinforcing the continuous improvement approach adopted by our Drinking Water
operational teams.
Appetite
The Group operates a low tolerance for significant operational failure of its water treatment assets or
quality of water produced and seeks to mitigate these risks where possible.
University of the 3rd Age on
a tour of Launceston Sewage
Treatment Works, Cornwall
60 Annual Report and Accounts 2023 | Pennon Group plc
Operating performance continued
Principal risk
K
Failure of operational
wastewater assets and
processes, resulting in
an inability to remove
and treat wastewater
and potential
environmental impacts
including pollutions
Strategic priorities
1, 2, 3
Climate Change Impact:
T, P
Strategic impact
An inability to remove or treat wastewater could result in adverse environment impacts, financial
penalties, regulatory enforcement and damage to the Group’s reputation.
Mitigation
Minimising the impact of our activities on the environment remains a strategic priority for the Pennon
Board and Executive.
Delivery of the Group’s WaterFit strategy and Pollution Incident Reduction Plan continues as the Group
drives for a step change in environmental performance, which includes enhanced processes, targeted
capital investment and proactive asset maintenance.
These strategies have contributed to a further decrease in the number of pollution events and our best
ever performance during 2022/23, 100% of our bathing waters met the high standards for water quality
and a c.30% year-on-year reduction in the average number of storm overflow spills.
During the year WaterFit Live has been launched providing the public with information on where
bathing waters may be affected by the operation of our overflows as well as information on
future investment.
Despite this progress it is recognised there is more work to do to deliver a step change in our
environmental performance and this will continue to remain an area of strategic focus in both the
current and next regulatory period.
Appetite
The Group operates a low tolerance for significant operational failure of its wastewater processes and
assets and maintains the highest level of environmental standards.
Net risk
Principal risk
L
Non-delivery of
customer service
and environmental
commitments
Strategic priorities
2, 3
Climate Change Impact:
T, P
Strategic impact
Failure to deliver our customer and environmental commitments may result in reputational damage,
and financial penalties impacting on shareholder value.
Mitigation
The Group continues to enhance and invest in its customer services teams, expanding the channels by
which it can interact with and support household and business customers.
The Group offers a range of schemes and tariffs to support customers with affordability challenges
and South West Water is BSI18477 accredited, a dedicated standard for identifying and responding to
customer vulnerability.
The Group also has a number of initiatives which support the communities that we service.
It is recognised that further work is required to improve both South West Water and Bristol Water’s
regulatory customer service metrics. Pennon Water Services continues to maintain high customer
satisfaction scores, including a rating of 4.8 out of 5 on Trustpilot.
The Group’s environmental commitments are measured through 39 metrics with performance reported on
the Group’s website. The delivery of the WaterFit strategy, is key to this and progress remains on track. See
page 25 for further details.
Appetite
The Group continually seeks to deliver high levels of customer service with performance in the upper
quartile for the Water sector.
Key – Strategic priorities
1
Growth in environmental infrastructure
High Increasing
T
Transitional climate change impact
2
Pioneering solutions
Medium Stable
P
Physical climate change impact
3
Leadership in UK water
Low Decreasing
Pennon Group plc | Annual Report and Accounts 2023 61
Strategic Report Governance Financial Statements Other information
Risk management and principal risks continued
Operating performance continued
Principal risk
M
Insufficient skills and
resources to meet the
current and future
business needs and
deliver the Groups
strategic priorities
Strategic priorities
1, 2, 3
Climate Change Impact:
T
Strategic impact
Failure to have a workforce of skilled and motivated individuals will detrimentally impact all of our
strategic priorities. We need the right people in the right places to innovate, share best practice, deliver
synergies and move the Group forward.
Mitigation
There remains high demand nationally for the skills and expertise utilised within the Group.
The Group’s People Strategy enables the Group to attract, retain and develop our employees as
well as recognising the significant contribution that our people make. The Group’s RISE employee
engagement forum provides a platform for our people to provide feedback, raise their priorities and
promote ideas.
Additionally, we have continued to develop a diverse and inclusive talent pipeline and have updated
long-term commitments, with enhanced recruitment targets for graduates and apprentices through to
2030 and continued prioritisation of our diversity and inclusion agenda. Furthermore, the acquisition of
Bristol Water has enabled the best talent from across the business to come together.
The Group’s senior leadership has also been further strengthened during the year with a number of key
Executive appointments, as described on pages 105 and 106.
Appetite
While turnover of employees does occur, we ensure the appropriate skills and experience are in place
with succession plans providing adequate resilience.
Net risk
Business systems and capital investment
Principal risk
N
Insufficient capacity
and resilience of
the supply chain to
deliver the Groups
operational and
capital programmes
Strategic priorities
1, 2, 3
Climate Change Impact:
T, P
Strategic impact
The inability of our supply chain to support in the delivery of our operational and capital programmes may result
in increased costs and delays, detrimentally impacting our ability to achieve our change and growth agenda.
Mitigation
The Group engages with a range of partners to support in the delivery of operational and capital
programmes. The demand for these skills and expertise continues to increase, particularly across
the Water Industry to deliver programmes in the current regulatory period and to prepare for future
investment programmes during 2025-30.
We are underway with a full tender for Tier 1 contractors to support our current, accelerated
investments and to be in place for the next regulatory period. We anticipate awarding more Tier 1
contractors than in our current framework to support elevated investment levels.
Supplier events have been held to expand the number of partners we work with and to utilise the
expertise that exists within the regions we serve. The Group also uses its in-house procurement
expertise to help source and drive value within the purchasing process.
The Group regularly monitors the financial health of key partners and we work in partnership with our
supply chain to identify and manage potential issues and challenges. Where action is required there
are established plans and alternative arrangements which provide mitigation and early intervention.
Appetite
The Board has a low appetite for risk associated with the delivery of key operational and capital
programmes within our regulated business plan.
Principal risk
O
Inadequate
technological security
results in a breach of
the Group’s assets,
systems and data
Strategic priorities
3
Strategic impact
Failure of our technology security, due to inadequate internal processes or external cyber threats, could
result in the business being unable to operate effectively and the corruption or loss of data. This could have a
detrimental impact on our customers and result in financial penalties and reputational damage to the Group.
Mitigation
External threats are increasing in complexity and sophistication and continue to be carefully monitored
by the Group’s information security teams.
The Group maintains a strong preventive and detective information security framework, aligned to
guidance issued by the National Cyber Security Centre with regular awareness training provided to
staff. South West Water continues to hold the ISO27001 accreditation.
As part of the Group’s planning, cyber response exercises have taken place during the year featuring
members of the Executive. Broader disaster recovery plans are also in place for both corporate and
operational technology and are subject to regular review.
The Group’s water businesses continue to progress actions as part of the roadmap to meet the
requirements of the Network and Information Systems (NIS) Directive, with activities aligned to the
priorities identified by the Drinking Water Inspectorate.
Appetite
The Group seeks to minimise technology and security risk to the lowest possible level without
detrimentally impacting on the Group’s operations.
62 Annual Report and Accounts 2023 | Pennon Group plc
Viability statement
The Board’s consideration of the longer-term viability of the Group is an
extension of the Group’s strategic business planning, which is managed
through regular long-term modelling and monitoring of key measures
including gearing, debt covenant headroom and level of liquidity.
The resilience of the business and these key viability measures are
appropriately assessed by a number of mechanisms including a robust
risk management assessment, sensitivity analysis and stress tests of
financial performance.
The overall market context is a cornerstone of the viability assessment.
The Group’s main operating subsidiary of South West Water now
accounts for the vast majority of the Group’s earnings, being a long-term
business characterised by multi-year investment programmes, with
associated revenue streams with high levels of future visibility.
The viability assessment has been made with reference to the Group’s
current position and prospects, including consideration of the ongoing
impacts of the Ukraine crisis, climate change, its longer-term strategy,
the Board’s risk appetite and the Group’s principal risks and how these
are managed, as detailed on pages 52 to 62 of the risk report.
Period of assessment
The Board regularly considers the appropriate period for the viability
assessment to be performed in line with the UK Corporate Governance
Code. The Board considers the appropriate period to assess the Group’s
viability remains unchanged at five years, which recognises both the
longer-term visibility in the regulatory environment of the South West
Water business and the corporate activity, including acquisitions and
other non-regulated investments undertaken by Pennon.
Risks
The Board considers the preventative and risk management actions
in place and the potential impact of the principal risks (as detailed on
pages 52 to 62) against our ability to deliver the business plan. This
assessment has considered the potential impact of these and other risks
arising on the business model, future performance, solvency and liquidity
over the period in question. The Group has a strong liquidity and funding
position with £420 million of cash and committed facilities as at 31
March 2023 and net assets of £1,119.3 million. The Group has a mixture of
fixed, floating and index-linked debt financing with a weighted average
maturity of 13 years. In making their assessment, the Directors reviewed
the principal risks and considered which risks might threaten the Group’s
viability. Over the course of the year, the Board, either directly or through
the activities of the Audit Committee, has considered a deep-dive review
of the following principal risks to enable a thorough assessment of the
impact of these risks on ongoing viability.
Cyber security.
Non-collection of debt.
Insufficient finance and funding.
PR24.
Power outage.
Stress testing
The Group’s business plan has been stress-tested. Whilst the Group’s
risk management processes seek to mitigate the impact of principal
risks as set out on pages 52 to 62, individual sensitivities (shown in the
table below) have been identified. These sensitivities, which are ascribed
a value with reference to risk weighting, factoring in the likelihood of
occurrence and financial impact, were applied to the baseline financial
forecast which uses the Group’s annual budget for FY 2023/24 and
longer-term strategic business plan through to March 2028.
The impact of climate risks have been assessed in detail as set out in
the Task Force on Climate-related Financial Disclosures (TCFD) section
on pages 74 to 87. The Group’s strategic business plan includes the
expected investment identified at this stage to meet climate-change
adaptation. The stress-testing scenarios applied during the viability
assessment period do not include specific reference to climate-change
related risks alone as climate change has been considered as part of the
Principal risks identified. Beyond the period of assessment, additional
impacts from climate change are considered in more detail within the
TCFD section along with mitigating actions.
Principal risk Viability sensitivities tested
A: Changes in Government policy Changes in Government policy affecting the water industry, such as additional environmental
legislation may impact operational performance or investment requirements. The estimated
average adverse impact on the Group’s cash flows from a range of potential policy changes
has been applied as a sensitivity.
B: Regulatory reform Potential changes in PR24 price review may impact allowed regulatory returns in South West
Water. The estimated average adverse impact on the Group’s cash flows from a range of
potential policy changes has been applied as a sensitivity.
C: Non-compliance with laws and regulations The estimated impact of financial penalties and reputational damage from failure to comply
with laws and regulations has been modelled as a sensitivity.
D: Inability to secure sufficient finance and funding to
meet ongoing commitments
The impact of reduced availability of financing resulting in increased costs has been modelled
as a sensitivity.
E: Non-compliance or occurrence of an avoidable
health and safety event
The financial impact and cash outflows related to a major health and safety event has been
applied as a sensitivity.
F: Failure to pay all pension obligations as they fall due
and increased costs for the Group should the defined
benefit pension scheme deficit increase
The financial impact on the Group’s gearing from additional funding being required to support
the Group’s defined benefit pension schemes has been applied as an adverse scenario.
The Directors of Pennon Group plc are responsible for ensuring
the long-term viability of the Group. The Directors need to ensure
the resilience of the Company by identifying, managing, avoiding
or mitigating risks which may impact viability.
Pennon Group plc | Annual Report and Accounts 2023 63
Strategic Report Governance Financial Statements Other information
Stress-testing evaluation and mitigations
Through this testing, it has been determined that none of the individual
principal risks would in isolation, or in aggregate, compromise the
Group’s viability over the five-year period. The assessment has been
considered by reviewing the impact on the solvency position as well
as debt and interest covenants. The financial impacts of the risks were
probability weighted to obtain a value that was used in the stress testing.
While mitigations were not required in any of the above individual or
combined scenarios to ensure that the Group was viable, additional
mitigations could be deployed to reduce gearing and increase covenant
headroom. These include:
Reduction in discretionary operational expenditure
Deferral of capital expenditure and/or cancellation of non-essential
capital expenditure
Reduction in the amount of dividend payable
Raising additional funding.
The Group has confidence in its ability to raise additional funding if
required should it be required to ensure the Group maintains solvency.
In addition, a reverse-engineered scenario that could possibly
compromise the Group’s viability over the five-year assessment period
has been modelled. This scenario builds on the factors above and
additionally assumes all the Group’s principal risks incurring in any given
year across the viability period, with no probability weightings attached.
The Board considered the likelihood of this scenario on the Group’s
viability over the five-year viability period as remote, concluding the
Group could remain viable. Mitigations, as noted above, could also be
deployed over the period if deemed necessary.
In making its assessment of the Group’s viability, the Directors have
taken account of the Group’s strong capital solvency position, the
Group’s latest assessments of forward power and other commodity
prices, latest inflation forecasts, its ability to raise new finance and a key
potential mitigating action of restricting any non-contractual payments.
In assessing the prospects of the Group, the Directors note that, as the
Group operates in a regulated industry which potentially can be subject
to non-market influences, such assessment is subject to uncertainty,
the level of which depends on the proximity of the time horizon.
Accordingly, the future outcomes cannot be guaranteed or predicted
with certainty. As set out in the Audit Committee’s report on pages
120 to 125, the Directors reviewed and discussed the process
undertaken by management, and also reviewed the results of
the stress testing performed.
Viability assessment conclusion
The Board has assessed the Group’s financial viability and confirms that
it has a reasonable expectation that the Group will be able to continue in
operation and meet its liabilities as they fall due over a five-year period,
the period considered to be appropriate by the Board in connection with
the UK Corporate Governance Code.
Principal risk Viability sensitivities tested
G: Macroeconomic risks impacting on inflation, interest
rates and power prices
The adverse impact of higher operating and finance costs from increasing power prices
and general inflation increases over and above increases assumed in base financial plans,
including the impact on Totex underperformance on regulatory returns and impact on debt
financing costs have been applied as a sensitivity, as well as a reduction in the collection of
customer debt from adverse economic conditions.
H: Failure to deliver the Group’s 2030 Net Zero
commitments in response to the impact of
climate change
The adverse impact of the failure to transition towards Net Zero in a timely manner could
lead to increased costs; these have been applied as a sensitivity.
I: Availability of sufficient water resources to meet current
and future demand
The cost of sourcing water from outside the South West Water catchment area to ensure
availability of supply has been included as an adverse scenario.
J: Failure of operational water treatment assets and
processes resulting in an inability to produce and supply
clean drinking water
The adverse impact from non-delivery of regulatory performance targets which result in
ODI penalties, other financial penalties and required additional investment reducing Group
revenues and cash inflows have been applied as a sensitivity to the base plan.
K: Failure of operational wastewater assets and
processes resulting in an inability to remove and treat
wastewater and potential adverse environmental impacts,
including pollutions
L: Non-delivery of customer service and
environmental commitments
M: Insufficient skills and resources to meet the current
and future business needs and deliver the Group’s
strategic priorities
N: Insufficient capacity and resilience of the supply
chain to deliver the Group’s operational and
capital programmes
O: Inadequate technological security results in a breach
of the Group's assets, systems and data
The adverse financial impacts of a cyber attack resulting in operational disruption, potential
loss of data, potential detrimental impacts on customers with potential for financial
penalties have been included in the sensitivity analysis.
A combined stress-testing scenario has been performed to assess the overall impact of these individual scenarios impacting the Group collectively.
The combined weighted impact of the risks occurring is c.£120 million: this value is considered equivalent to an extreme one-off event that could
occur within a year, though the probability of such an event happening is deemed unlikely.
Viability statement continued
64 Annual Report and Accounts 2023 | Pennon Group plc
Our integrated approach to ESG
External benchmarking
Our ESG strategy and capitals framework has driven positive change in the business as we continue to embed sustainability in everything
we do.
During the year, we continued to show strong performance across external ESG ratings, demonstrating our commitment and management of
risk across the ESG agenda.
Latest external assessment scores
13.8
ESG Risk
(Previous rating: 16.5)
80
ESG Rating
(Previous rating: 78)
B
CDP Climate Change
(Previous rating: B)
C
CDP Water security
(Previous rating: B)
AA
MSCI ESG Indexes
(Previous rating: AA)
A
GRESB
Infrastructure
Public Disclosure
(Previous rating: B)
60/100
(Previous rating: 59/100)
3.9/5
(Previous rating: 3.5/5)
B
ISS corporate
rating
(Previous rating: B)
S&P Global
Corporate
Sustainability
Assessment
(CSA)
Disclaimer
The use by Pennon Group of any MSCI ESG Research LLC or its affiliates (“MSCI”) data, and the use of MSCI logos,
trademarks, service marks or index names herein, do not constitute a sponsorship, endorsement, recommendation, or
promotion of Pennon Group by MSCI. MSCI services and data are the property of MSCI or its information providers,
and are provided ‘as-is’ and without warranty. MSCI names and logos are trademarks or service marks of MSCI.
Our approach to ESG ensures everything we do supports our commitment to provide environmental
stewardship and to support our customers and local communities. As a responsible employer,
we remain focused on employee development alongside a robust health, safety and wellbeing
programme. Our activities are underpinned by a strong governance framework that upholds our core
values within the organisation and throughout our supply chain.
ESG Capitals
Creating value through our ESG approach
Everything we do links to a capital in some way – the development of our capitals framework is integral to better decision making for the future.
Our ESG capitals progress
We are on track with our plans to develop appropriate measures, benchmarking our approach and identifying tools and methodologies to help us value
these metrics in line with our materiality assessment, keeping close alignment with our Net Zero and Green Recovery ambitions.
Our Natural
Capital – Environment
Our Social & Human Capital
– Social
Our Manufactured,
Intellectual & Financial
Capital – Governance
Freshwater
Land (including soils)
Species
Ecological communities
Coasts
Atmosphere
Waste
Colleagues
Customers
Communities
Supply chain
Responsible business
Stakeholders and partnerships
Finance
Pennon Group plc | Annual Report and Accounts 2023 65
Strategic Report Governance Financial Statements Other information
ESG performance and targets
UN Sustainable Development Goals (SDGs)
We actively engage with the UN SDGs to inform our approach and better
understand our impact. We have mapped which of the UN SDGs our
ESG targets most directly support. Our primary contribution is to SDG 6:
Clean water and sanitation. Read more on our ESG targets on page 87
and 88 and to read more on our contribution towards the SDGs, visit our
website www.pennon-group.co.uk/sustainability
Materiality assessment
We undertook a detailed materiality assessment with our stakeholders in
2021/22 to inform our strategy and ESG targets to 2025. Findings were
published in our 2022 Annual Report. Further stakeholder engagement
took place in December 2022 to inform our 2050 Strategic Direction
report https://www.southwestwater.co.uk/about-us/documents/business-
plan-2020-2025/. This feedback alongside assessment of business
and external risks has been used to reappraise our material issues
which broadly confirmed we are focused on the right issues. However
importance of certain issues has evolved, a summary of the high priority
issues is given below.
Highest Importance to all Stakeholders What it means to all stakeholders
Net Zero Taking action to mitigate our own emissions
Freshwater stewardship Taking care of precious water resources
Water quality – river and coastal Taking action to deliver a step change in both river and coastal water quality
Climate resilience Our preparedness for climate change
Drinking water quality The provision of clean, safe drinking water
Amenity and recreation Access to high standard bathing water across our region’s coasts and inland waters
Trust and transparency Being open and transparent in a time of increased water sector scrutiny
Material issue and associated target Annual performance
against target
2022/23 target 2025 target SDG
Net Zero
% energy usage from renewable generation
Reducing greenhouse gas emissions
7%
65%
13%
70%
Freshwater stewardship
Reduce water use within our operational sites
5Ml 10Ml
Biodiversity
Trees planting (cumulative)
180,000 250,000
Material issue and associated target Annual performance
against target
2022/23 target 2025 target SDG
Customer and community engagement
Increase our community investment by 10% each year
10% 30%
Diversity and skills
% Female representation
Increase REACH recruitment (excluding Bristol Water)
Achieve 5% club status
31%
5%
Gold Accreditation
33%
10%
Gold Accreditation
Health, safety and wellbeing
Number of LTIs across the group
Great Place to Work accreditation
22
Maintain
11
Maintain
Measure/issue and associated target Annual performance
against target
2022/23 Target 2025 target SDG
Trust and transparency
ESG Rating (Sustainalytics)
Fair Tax Mark accreditation
% of active institutional investors met or offered to meet
>75
Maintain
68%
80
Maintain
75%
Sustainable finance
New funding raised through Sustainable Financing
Framework %
60% 75%
Supply chain
Supplier payment days (average)
% of key and strategic suppliers that have established
an ESG policy or equivalent
40 days (Group)
50%
30 days (Group)
100%
Key:
Achieved Not Achieved
66 Annual Report and Accounts 2023 | Pennon Group plc
Streamlined energy and carbon report (SECR)
Pennon Group plc GHG emissions
2022/23 2021/22
market-based location-based market-based location-based
Scope 1 GHG emissions by source (tCO
2
e)
1
Direct emissions from burning of fossil fuels (tCO
2
e) 8,003 8,003 4,962 4,962
Process and fugitive emissions (tCO
2
e) 15,389 15,389 14,388 14,388
Transport: Company owned or leased vehicles(tCO
2
e) 5,381 5,381 5,052 5,052
Total Scope 1 GHG emissions (tCO
2
e) 28,773 28,773 24,403 24,403
Scope 2 GHG emissions (tCO
2
e) 31,321 77,217 80,279 80,847
Total gross Scope 1 & 2 GHG emissions (tCO
2
e) 60,094 105,990 104,682 105,249
Scope 3 GHG emissions
2
(tCO
2
e) 230,737 230,737 292,698 292,698
Total gross Scope 1, 2 & 3 GHG emissions (tCO
2
e) 290,831 336,727 397,380 397,947
GHG emissions removals through purchases of Renewable Energy Guarantees of Origin
(tCO
2
e)
Included
in scope 2
above
Included
in Scope 2
above
GHG emissions saved by exporting self-generated electricity (tCO
2
e) 0 0 (1,428) (1,494)
Total annual net GHG emissions (tCO
2
e) 290,831 336,727 395,952 396,454
Energy consumption used to calculate Scope 1 and 2 GHG emissions (MWh) (see Energy
usage section)
4
461,716 461,716 426,429 426,429
GHG emissions intensity measure: (tCO
2
e) (gross Scope 1+2/£100,000 revenue)
3
7.3 12.9 13.2 13.3
Biogenic GHG emissions outside of Scopes (tCO
2
e) 3,148 3,148 2,521 2,521
Notes:
Group total Scope 1 (28,773 tCO
2
e) and Scope 2 market-based (31,321 tCO
2
e) and Scope 2 location-based (77,217 tCO
2
e) GHG emissions. These figures have been independently
assured by DNV.
Scope 1 (direct GHG emissions): GHG emissions activities owned or controlled by our organisation that release emissions straight into the atmosphere. For Pennon, primary Scope 1
GHG emission sources during 2022/23 include GHG emissions from stationary plant, fugitive emissions from air conditioning plant and wastewater treatment and transport related
GHG emissions from our own vehicles and fleet Scope 2 (indirect GHG emissions) GHG emissions released into the atmosphere associated with our consumption of imported
electricity. Scope 3 (other GHG indirect emissions) GHG emissions that are a consequence of our actions, which occur at sources which we do not own or control.
1. GHG emission figures are expressed in tonnes of carbon dioxide equivalents (tCO
2
e) whereby emissions of carbon dioxide (CO
2
), methane (CH
4
), nitrous oxide (N
2
O), the
fluorinated gases (HFC, PFC, SF6) are shown in terms of the equivalent emissions from CO
2
. A breakdown of emissions by GHG is available in our ESG databook available on
our website.
2. Estimated GHG emissions for relevant Scope 3 categories calculated in 2022/23 are provided in our ESG Databook available on our website www.pennon-group.co.uk/
reportandpresentations.
3. Based on relevant Group revenue for 2022/23.
4. Renewable Energy Guarantees of Origin (REGOs) have been allocated for electricity consumption to March 2023. REGOs for April 2022 to March 2023 are to be allocated in
October 2023.
Sustainability reporting
Fernworthy Reservoir, Devon
Pennon Group plc | Annual Report and Accounts 2023 67
Strategic Report Governance Financial Statements Other information
SECR continued
Change in GHG emissions
Operational Scope 2 market-based GHG emissions for the Group
decreased by 65.7% from 2021/22 as a result of South West
Water’s purchase of REGO backed electricity. Our generation of
renewable electricity also contributed to reducing our Scope 2
location-based emissions.
The revenue-based intensity metric has reduced for the Group both
with and without Bristol Water and now stands at 12.9 tCO
2
e/£100,000
turnover. This shows that emissions have decreased relative to the
revenue earned.
Scope 3 GHG emissions
Scope 3 categories were evaluated for relevant categories in line
with the reporting guidance. The assessment, carried out by carbon
consultants EcoAct on behalf of Pennon, is based on 2022/23 activity
data for the Group.
The estimated Scope 3 GHG emissions for 2022/23 for the Group
are 230,737 tCO
2
e compared to the equivalent figure in 2021/22 of
284,147 tCO
2
e. Bristol Waters Scope 3 activities have been calculated
and reported within the Group figures for the first time. The change
in reported emissions is due to better interrogation of the spend data
used to drive Category 1 purchased goods and services calculation.
This analysis showed that some financial spend lines were wholly down
to financial transactions with zero emissions associated and therefore
these activities were excluded from 2022/23 calculations.
A breakdown of our estimated Scope 3 GHG emissions is
provided in our ESG Databook, published on our website
(www.pennon-group.co.uk/sustainability).
GHG Reporting Methodology
Our approach follows the UK Government’s Environmental Reporting
Guidelines, including Streamlined Energy and Carbon Reporting
guidance (2019) and the Greenhouse Gas Protocol Corporate Standard
including the Scope 3 Calculation Guidance (collectively referred to
here as the reporting guidelines). In calculating our emissions, we have
used the 2022 UK Government conversion factors for GHG reporting
and considered the Department for Environment, Food & Rural Affairs’
(Defra) 2009 GHG reporting guidance.
Organisational boundary and scopes
The GHG emissions listed here cover 100% of the Group’s companies,
each of which uses the financial control approach to report
GHG emissions. We report our Scope 1, 2 and 3 GHG emissions
where relevant. A breakdown of Scope 3 GHG emissions categories
is provided in our supplementary ESG Databook online at
www.pennon-group.co.uk/reportsandpresentations.
Market and location-based methodology
We report both market-based and location-based Scope 2 GHG
emissions. Where our supply is backed by Renewable Energy Guarantees
of Origin (REGOs), this qualifies as zero carbon market-based emissions.
Where supply is not REGO backed, in accordance with the reporting
guidelines, we have used our electricity suppliers’ specific published Fuel
Mix Disclosure emissions factors to report our Scope 2 market-based
emissions. Where Fuel Mix Disclosure emissions factors are not available,
we have used the residual grid mix emissions factor.
Self-generated renewable energy export
In accordance with the reporting guidelines, we may report an emissions
reduction in our reported net CO
2
e figure for any renewable electricity
we have generated and exported to the national grid or a third party.
External assurance statement
Group Scope 1 and 2 GHG emissions and energy use, together with
selected Scope 3 GHG emissions, have been independently assured by
DNV. The assumptions, methods and procedures that are followed in
the development of the reported data have been tested and the data
audited for accuracy and consistency. Assurance statements can be
found at www.pennon-group.co.uk/sustainability.
Offshore Emissions
All of Pennon Group’s energy usage is within the UK and Pennon Group
had no offshore GHG emissions or energy usage in the reporting period.
Energy usage
Including self-supplied energy, the Group used 485,823 MWh of energy
in 2022/23, compared to 448,914 MWh in 2021/22. A breakdown of Group
energy usage and associated data assessment methodologies is shown
below. Further details and previous years’ data are provided in our
ESG Databook.
Operational Pennon Group plc GHG emissions by business
South West Water Bristol Water Group Total*
Scope 1 GHG emissions 23,317 5,310 28,773
Scope 2 GHG emissions (market based) 48 31,273 31,321
Total gross scope 1 & scope 2 GHG emissions (tCO
2
e) 23,364 36,583 60,094
Operational intensity measure (kgCO
2
e/Ml) – water 59.72 358.51 n/a
Operational intensity measure (kgCO
2
e/Ml) – wastewater 128.45 n/a n/a
Note:
The water business figure provided here includes the impact of emissions from our two hydroelectric power stations. This does not form part of our annual reporting to the water
regulator Ofwat since these sites are outside of the Ofwat regulated contract.
For ‘Water’ measure Ml = measured water into supply. For ‘Wastewater’ measure Ml = full measured flow treatment.
*Group total includes 146 tCO
2
e from Pennon Water Services and Group shared services.
68 Annual Report and Accounts 2023 | Pennon Group plc
Energy usage
2022/23
1
(MWh) 2021/22 Group (MWh) Methodology
Imported grid electricity
#
399,301 378,880
Metered data except some NHHM supply which is
estimated by electricity supplier (see note
2
)
Imported private wire electricity (renewable) 4,819 4,874 Metered data
Self-supplied renewable electricity 12,079 11,859 Metered data
Self-supplied heat 7,141 5,780
Estimated that 60% of heat generated by sewage gas
CHP is beneficially used, the rest (40%) is released
to atmosphere
Natural gas
#
23,471 17,787 Metered data – from billing (some element of estimates)
Liquid fuels (for stationary applications)
#
14,904 6,798
Estimated based on fuel use/spend data. Reported
totals calculated based on raw data provided by
the supplier
Energy used by fleet transport
#
24,107 22,963
Estimated based on fuel use/spend and mileage data
(see note
2
)
Total energy usage 485,823 448,914
Intensity measure: MWh/£100,000 revenue
3
58.97 56.66
Energy usage data notes:
1. Total energy usage (MWh) (485,823 MWh) by has been independently assured by DNV.
2. Hire car fuel usage and grey fleet (use of private vehicles on company business) are included in these SECR volumes – as per SECR guidance.
3. Based on relevant Group revenue for 2022/23.
# Energy consumption used to calculate Scope 1 and 2 GHG emissions.
Energy efficiency action taken
A key pillar of our Net Zero plan is Sustainable Living, which targets energy and carbon reduction through changes to operational practices, and
increasing energy efficiency. Some of our planned energy efficiency projects during the early part of 2022/23 were disrupted by essential drought
measures as some of the most energy intensive rotating assets were and are critical to ensuring water supply. Equally challenging was the impact and
delay observed in the international supply chain including lack of raw materials, especially steel.
In spite of these headwinds, some major refurbishments were conducted during the year with notable energy efficacy projects completed in the
year including major pump refurbishments at Littlehempston, Restormel, and Roadford. The clean water pumping program has reduced energy
consumption by around 990 MWh since October, this will increase as analysis from other sites are completed.
We’ve continued our meter replacement programme which continues to help identify areas for further efficiency improvements and alter us to aging
assets. Permanent efficiency monitoring equipment has been installed across all 64 sites in the clean water pumping program. Building on this
programme’s success similar projects are being proposed for waste pumping and aeration. Across our offices, we’ve implemented a number of smaller
energy efficiency projects including LED lighting at our Exewater workshop with an aim to expand our office energy efficiency projects over the coming
year as part of our Net Zero plan.
South West Water retained its ISO 50001 energy management system accreditation. We are looking to expand the certification to cover Bristol Water
sites as part of our integration plans.
The River Dart, part of our
river bathing water quality
pilot, Devon
Pennon Group plc | Annual Report and Accounts 2023 69
Strategic Report Governance Financial Statements Other information
SASB Pennon 2022/23 Disclosure
Metric Code Pennon Disclosure
Energy Management
(1) Total energy
consumed
(2) percentage
grid electricity (3)
percentage renewable
IF-WU-130a.1 Pennon Annual Report, SECR, Energy Usage, page 69
Drinking Water Quality
Number of:
(1) acute health-based
(2) non-acute
health-based
(3) non-health-based
drinking
water violations
IF-WU-250a.1 Pennon Annual Report
Clean, safe and reliable water, (CRI Score), page 17
Taste, smell and colour contacts, page 17
Discussion of strategies
to manage drinking
water contaminants of
emerging concern
IF-WU-250a.2 For more information about our specific strategies such as the Upstream Thinking Project, please
refer to: Upstream Thinking – available at: https://www.southwestwater.co.uk/environment/working-in-
the-environment/upstream-thinking/the-project/
For more information about Bristol Water's catchment sensitive farming partnership to improve water
quality and enhance habitats see: https://www.bristolwater.co.uk/performancecommitments
Distribution Network Efficiency
Water main
replacement rate
IF-WU-140a.1 Mains Repairs, (Number of repairs per 1,00km), page 17
Volume of non-revenue
real water losses
IF-WU-140a.2 Leakage (3 yr average), page 17
Effluent Quality Management
Number of incidents
of non-compliance
associated with water
effluent quality
permits, standards,
and regulations
IF-WU-140a.2 South West Water EPA Data Report, Section 4. Discharge Permit Compliance metric – produced by
the EA, available from gov.uk
Sustainability reporting continued
For the second year, we have aligned our non-financial disclosures to the
Sustainability Accounting Standards Board (SASB) reporting framework. SASB
provides a set of industry specific standards (Water Utilities and Services
industry), which each contain topics which are material to our investors. These
topics contain a number of metrics we disclose against. SASB metrics now
include the full Group including Bristol Water for the first time however some
metrics related to regulated figures which are currently reported separately
within the South West Water and Bristol Water Annual Performance Reports
(APR) respectively. The latest APR’s were published in July 2023.
Burrator Reservoir,
Devon
70 Annual Report and Accounts 2023 | Pennon Group plc
Metric Code Pennon & Bristol Water Disclosure
Effluent Quality Management continued
Discussion of strategies
to manage effluents of
emerging concern
IF-WU-140a.2 To access data that South West Water contribute to the Chemical Investigation Programme (CIP),
please refer to: CIP data portal – available at:
https://ukwir.org/sign-up-and-access-the-chemical-investigations-programme-data-access-portal
To see the findings from the last CIP2 report, please refer to: CIP2 report – available at:
https://ukwir.org/the-chemicals-investigation-programme-phase-2,-2015-2020
End-Use Efficiency
Percentage of water
utility revenues from
rate structures that are
designed to promote
conservation and
revenue resilience
IF-WU-420a.1 Omitted based on lack of applicability – Pennon do not offer different rate structures
Customer water savings
from efficiency measures
IF-WU-420.a Pennon Annual Report, Water Saving Community Fund, page 29
Network Resiliency & Impacts of Climate Change
Wastewater treatment
capacity located in 100-
year flood zones
IF-WU-450a.1 This year we are publishing our first Drainage and Wastewater Management Plans (DWMP), in
accordance with new government regulations. Within this plan we have outlined which of our
assets are within flood zones 3 (FZ3). This plan will be accessible from May 2023, via the South
West Water webpage.
1) Number and
(2) volume of sanitary
sewer overflows (SSO),
(3) percentage of
volume recovered
IF-WU-450a.2 Please refer to: EDM Return – available at:
www.southwestwater.co.uk/search/?category=0&searchTerm=EDM
(1) Number of unplanned
service disruptions, and
(2) customers affected,
each by duration category
IF-WU-450a.3 Pennon Annual Report, Operational KPI, page 17
Description of efforts
to identify and manage
risks and opportunities
related to the impact
of climate change
on distribution and
wastewater infrastructure
IF-WU-450a.4 South West Water
WRMP, Section 5. Forecasting our supply requirements, chapter 4. Impacts of climate change on
water supply. Please refer to: South West Water Draft Water Resource Management Plan (WRMP)
2024 - available at: https://www.southwestwater.co.uk/environment/water-resources/water-
resources-management-plan/
Climate change Adaptation Report, 2021. Appendix A: Detailed risk management matrix - available
at: https://www.southwestwater.co.uk/siteassets/document-repository/environment/climate-
change-adaption-2021.pdf
Bristol Water
Bristol Waters Draft Water Resource Management Plan (WRMP) 2024, Chapter 9. Climate Change
- available at: https://www.bristolwater.co.uk/about-us/our-plans/water-resources/
Water Affordability & Access
Average retail water
rate for:
(1) residential
(2) commercial
(3) industrial customers
IF-WU-240a.1
South West Water average retail water rates for business customers is available at:
https://www.source4b.co.uk/SourceForBusiness/media/Documents/22-23-Charges-Scheme.pdf
The average retail water rate for residential customers is available at:
https://www.southwestwater.co.uk/your-account/bills/our-charges
Bristol Water household charges, available at:
https://7850638.fs1.hubspotusercontent-na1.net/hubfs/7850638/Bristol%20Water%20
Charges%20scheme%2022-23.pdf
Non-household and wholesale charges, available at:
https://f.hubspotusercontent30.net/hubfs/7850638/Assurance%20statement%2022-23.pdf
Typical monthly water bill
for residential customers
to 10 Ccf (1,000 cubic
feet) of water delivered
per month
IF-WU-240a.2 South West Water charges document, available at:
https://www.southwestwater.co.uk/bills/our-charges/
Bristol Water household charges available at:
https://www.bristolwater.co.uk/our-blogs/charges-2021-22
Pennon Group plc | Annual Report and Accounts 2023 71
Strategic Report Governance Financial Statements Other information
SASB Pennon 2022/23 Disclosure continued
Metric Code Pennon & Bristol Water Disclosure
Water Affordability & Access
Number of residential
customer water
disconnections for non-
payment, percentage
reconnected within 30 days
IF-WU-240a.3 Omitted based on lack of applicability – Pennon do not disconnect customers for non-payment
Discussion of impact of
external factors on customer
affordability of water,
including the economic
conditions of the
service territory
IF-WU-240a.4 South West Water’s addressing affordability and vulnerability Document- available at:
www.southwestwater.co.uk/siteassets/document-repository/business-plan-2020-2025/
addressing-affordability-and-vulnerability.pdf
Water Supply Resilience
Total water sourced from
regions with High or
Extremely High Baseline
Water Stress, percentage
purchased from a third party
IF-WU-440a.1 South West Water and Bournemouth Water Drought Plan (2022)- available at:
https://www.southwestwater.co.uk/siteassets/document-repository/environment/sww-bw-final-
drought-plan-september-2022.pdf
For further information of classifications, please refer to the EA’s Water Stressed Areas
Classification report available at:
https://www.gov.uk/government/publications/water-stressed-areas-2021-classification
Under the EA classification Bristol Water do not source water from regions with high or
extremely high-water stress
Volume of recycled water
delivered to customers
IF-WU-440a.2 Omitted based on lack of applicability – We do not deliver recycled water to customers
Discussion of strategies to
manage risks associated with
the quality and availability of
water resources
IF-WU-440a.3 South West Water
Draft WRMP 2024, chapter 1 section 9.5.9 Drinking Water Safety Plans, and chapter 10
modelling & scenario analysis.
Please refer to: South West Water Draft Water Resource Management Plan (WRMP) 2024
- available here: https://www.southwestwater.co.uk/environment/water-resources/water-
resources-management-plan/
Bristol Water
Draft WRMP 2024, section 5. Water Supply and section 8. Sustainable Abstraction.
Please refer to: Bristol Water’s Draft Water Resource Management Plan (WRMP) 2024 -
available here: https://www.bristolwater.co.uk/about-us/our-plans/water-resources/
Activity Metric
Total water sourced,
percentage by source type
IF-WU-000.B South West Water and Bristol Water APR
Additional regulatory information section - Water resources asset and volumes data table
ESG Databook, section 1.5 Water
Total water delivered to:
(1) residential
(2) commercial
(3) industrial
(4) all other customers
IF-WU-000.C South West Water and Bristol Water APR
Additional regulatory information – Water network plus, Treated water distribution – assets and
operations table
Average volume of
wastewater treated per
day, by:
(1) sanitary sewer
(2) stormwater
(3) combined sewer
IF-WU-000.D South West Water and Bristol Water APR
Additional regulatory information -Wastewater network plus, Wastewater network+ – Sewer and
volume data able and Sewage treatment works data table
Length of:
(1) water mains
(2) sewer pipe
IF-WU-000.E South West Water APR
Additional Regulatory Information –Water Network Plus section, Water Network+ table – mains,
communication pipes and other data
Wastewater network plus, Wastewater network+ table –sewer and volume data
72 Annual Report and Accounts 2023 | Pennon Group plc
Pennon TNFD summary
Governance
We have developed our governance framework for Pennon’s ESG
Committee to include oversight of the company’s nature-related risks
and opportunities. These were identified through our ESG materiality
assessment undertaken in 2020-21 in line with the ‘risk appetite and
identification’ stage of our existing risk management cycle.
Our approach to following best practice and how we comply with legal
and regulatory requirements is outlined in our Biodiversity and
Environmental policies.
Strategy
Our plans set out how we strive to maintain compliance, meet
regulatory requirements, drive performance using targets, adopt best
practice and invest in nature-based solutions (NBS).
Our policies are underpinned by a series of environmental strategies
and plans that interlink up to 2050.
Risk & Impact Management
Through our longer-term planning processes we measure a range of
nature-related risks such as flood risk, biosecurity risk prevention and
habitat restoration.
Metrics & Targets
Our long-term targets align with government expectations for bathing
water quality improvement, delivering Biodiversity Net Gain and
achieving favourable conditions for SSSI sites.
We measure Group performance on nature-related metrics against
our ESG targets and communicate the environmental impact of our
operations using South West Water’s Environmental Dashboard.
Next Steps
Initially we have drawn together our interpretation of the TNFD guidance
and LEAP process (Locate, Evaluate, Assess, Prepare) and are starting
to gain oversight on how we map our interfaces with nature across our
operations, activities, and supply chain. From this, the way we identify,
assess, and prioritise nature-related risks and opportunities (transition
and physical risks) will inform our nature-related risk registers.
We are using previous work and relevant risk assessments in this area
and considering the additional actions required to manage our nature-
related risks to deliver on our nature-positive objectives.
The delivery of our business plans including Green Recovery,
WaterFitand Net Zero Plan to 2030 will define our contribution to
a nature positive economy. Looking to the future of ESG reporting,
the Group is now looking to further embed TNFD recommendations
for nature-related risk and opportunity management into business
decision making in preparation for PR24 and beyond.
The aim of TNFD is to support a shift in global financial flows toward
‘nature-positive’ outcomes. We welcome the development of TNFD as an
important mechanism for further embedding environmental leadership
across the business. Our voluntary engagement with the TNFD
framework is strengthening our long-term risk management and aligns
to our strategic ambition to create green investment opportunities.
Our interpretation of TNFD
We recognise this is the decade of action for nature restoration and
we are adapting to the national policy landscape which is developing
at pace to set new standards and frameworks for businesses to better
prioritise, manage and disclose nature-related risk and opportunities.
Stakeholders rightly tell us that they expect environmental leadership
from us as a priority, which we intend to deliver with increased
transparency around our management of green and blue spaces, our
environment, and our natural resources.
What we are doing
Across the business, there is already a wide variety of nature-related
activity facilitating the TNFD which we are in the processes of assessing
to inform future financial planning. We are continuing to align processes
and plans for nature-related risk management whilst using TNFD to
inform our decision making as we aspire to meet best practice and
maximise ‘win-win’ opportunities. For example, we have made significant
investment into nature-based solutions through our climate change
adaptation plan to tackle simultaneously a range of emerging risks such
as pollution, climate change and biodiversity loss.
Baseline natural capital assessments undertaken in 2019 provide good
indication of our ‘business footprint’ which informs how we map our
interface with nature as well as better understand our upstream, direct
and downstream activities dependent on natural resource management.
Furthermore, in the past year internal teams began working together to
understand how we can incorporate existing tools and platforms into the
(LEAP) methodology for TNFD.
Key considerations
Going forward, our intention is to incorporate nature-climate related
risks and opportunities into strategic decision making. There are key
interdependencies to address between TNFD and Taskforce for Climate
related Financial Disclosure (TCFD), which we have implemented since
2019. Importantly, we need to consider potential negative trade-offs
between nature and climate for future financial planning. For example,
if water quality is best improved using end-of-pipe solutions vs. grey
structures with more embodied carbon.
Furthermore, individuals and businesses will depend on nature in river
catchments we interface with, but we are not the sole actor impacting on
them and therefore developing collaborative approaches to nature-related
risk and opportunity management is very important e.g., engagement in
regional planning groups for the WRMP to deliver collaborative catchment
management approaches such as Upstream Thinking.
Taskforce on Nature-related Financial Disclosures (TNFD) 2023 –
our approach
Pennon Group plc | Annual Report and Accounts 2023 73
Strategic Report Governance Financial Statements Other information
Task Force on Climate-related Financial Disclosures (TCFD)
Since our 2022 TCFD disclosure, South West Water have published our
draft Water Resources Management Plan (dWRMP24) and Drainage &
Wastewater Management Plan (DWMP), and are currently developing
its business plan for PR24, which involved developing best-value plans
and strategies to ensure the resilience of our assets and operations,
supporting our communities and the environment. Therefore, our
TCFD disclosure this year reflects updated current and future actions
to mitigate risks and realise opportunities. The updates to our risk
assessments also consider new climate-related evidence and recent
publications from the IPCC and CCC, further to recent publications from
Ofwat (South West Water’s economic regulator) on scenario analysis,
adaptive planning, PR24 methodology, and updates in regulation
and legislation, the latter of which gives us greater confidence in our
transition risk impact reporting in the short term.
We have also provided further details on impacts under each horizon
and distinguished primary financial impacts to our business between
impacts of the unmitigated risk and impacts from mitigating the risk
to emphasise the investment required to build adaptive capacity (or
alternatively, the costs of not taking action).
The Group is focused on delivering for our stakeholders including our
customers and shareholders. As a result, we are continuing to embed
climate change resilience and sustainability into decision making within
our business, as well as managing the near-term inflationary pressures
including power prices. We will also continue to manage change to our
investments to explore new technology, materials, and nature-based
solutions, within the current global constraints on capacity and supply
chains to deliver both affordability and fairness for our customers.
As a Group, we maintain consistent and strong reporting with the CDP
presenting our efforts to combat climate change and our GHG emissions
since 2013. Our GHG emissions performance continues to improve,
reported through our CDP Climate Change submission in which we
received a B in 2022. You can read our GHG emissions performance on
page 67.
We are committed to meeting the challenges arising as a result of
climate change and the transition to Net Zero. Our TCFD disclosure sets
out the key climate-related risks and opportunities being addressed by
the Group. Our regulated water business is the main focus of our TCFD
disclosures with the majority of our assets, revenues, and expenditures
related to this area of our business.
TCFD recommendations
Created by the Financial Stability Board (FSB), the TCFD published
its recommendations in June 2017. This is our fourth year of TCFD
reporting and the below shows our progress and compliance to the
recommendations including the updated TCFD guidance (2021 Annex).
In alignment with the FCA listing rule 9.8.6R(8) we have taken into
account available knowledge and guidance concerning the listing rule
and climate-related risks to develop our compliant TCFD disclosure.
Each year our disclosures have been enhanced as knowledge and
guidance improves. Pennon has addressed the 11 recommended
disclosures and has considered the latest best practice guidance from
the TCFD.
As part of our ongoing TCFD programme, we have enhanced our
assessment of physical risks, transition risks, and climate-related
opportunities. In 2022 we expanded upon our focus on physical risks,
which was the focus of our 2021 TCFD disclosure and South West
Water’s Climate Adaptation Report in 2021.
The year of 2022 provided record-breaking weather events, including
extreme high temperatures, prolonged dry conditions, and consecutive
red weather warnings for storms and high winds. These events have
provided us with significant insight into our resilience to these kinds of
events (which we could see more frequently in the future) which are
factored into our update of physical risk assessment and our review of
adaptive strategies.
Solar panels at De Lank Water
Treatment Works, Cornwall
We are driven by our strategic focus of leading UK environmental infrastructure, delivering for the
benefit of our customers, communities, and the environment.
74 Annual Report and Accounts 2023 | Pennon Group plc
Governance
The organisation’s governance around climate-related risks and opportunities
2022/23 progress 2024 and beyond
We have further developed our governance framework, including
increased recognition of the role that each Board Committee and
several executive committees play in managing climate-related risk
and opportunities
We have enhanced how carbon impacts are considered in
our capital planning by incorporating carbon values into
investment appraisal.
Whilst climate change is already considered as part of the
decision-making process across the business, we will continue to
further embed the TCFD considerations into the governance and
management of climate risks across our business in 2023/24
We will continue to further embed the assessment and identification
of climate-related risks within our investment appraisal processes.
Strategy
The actual and potential impacts of climate-related risks and opportunities on the organisation’s business, strategy, and financial planning
2022/23 progress 2024 and beyond
We have reviewed and enhanced our assessments of physical and
transitional climate risks and opportunities. We have re-assessed
the materiality of key risks with stakeholders across the Group
and enhanced the actions we are taking to manage the most
pressing risks.
We have considered climate change in South West Water’s
strategic planning for Water Resources (dWRMP24) and Drainage
& Wastewater (DWMP), and we are embedding climate resilience
and Net Zero into the PR24 business plan as part of PR24.
We will continue to integrate our climate risks within our existing
risk management systems and risk registers across the Group. Risk
owners will continue to drive and monitor action to manage risks and
pursue opportunities.
We will continue to review our policies and strategic decision-making
across the Group in order to enhance considerations of climate risks
and opportunities.
South West Water will publish it’s final WRMP and our draft business
plan for PR24.
Risk Management
The processes used by the organisation to identify, assess, and manage climate-related risks and opportunities
2022/23 progress 2024 and beyond
We have enhanced our risk management methodology to improve
consideration of impacts related to carbon, sustainability, nature,
and the Group's ESG goals.
We have reviewed our principal risks and enhanced our recognition
of how climate change and Net Zero impact and influence our
principal risks.
We will continue to review and update our management of climate
change and our decision-making frameworks to ensure climate-
related risks are clearly identified and assessed through the
investment processes and operational decision-making.
Metrics and Targets
The metrics and targets used to assess and manage the relevant climate-related risks and opportunities
2022/23 progress 2024 and beyond
We have enhanced our metrics linked to key climate risks and
opportunities, and our investments in climate action. We are
tracking progress against our ESG targets and our Net Zero
commitments and renewable energy generation.
We are undertaking analysis to quantify key risks, such as major
assets at risk of coastal flooding.
We are continuing to explore options to develop quantitative metrics
for our key climate risks and opportunities, and exploring our ability
to report on our capital expenditure related to climate action.
Climate-related Governance
Disclose the organisations governance around climate-related risks and opportunities.
Recommended disclosures
a. Describe the Board’s oversight
of climate-related risks
and opportunities.
b. Describe management’s role
in assessing and managing
climate-related risks
and opportunities.
Board oversight
The Group has a strong governance structure in place to oversee the effective operation of our business and
to manage all risks - including climate-related risks and opportunities. Overall ownership and responsibility
for risks, opportunities, and mitigation actions is held by the Pennon Group Board and CEO. Various Board
Committees and executive sub-committees play a key role in overseeing climate-related risks within
their domain.
The Group recognises that climate change and the transition to Net Zero impacts and influences several of
the Group’s principal risks (see our Principal Risks report on page 52. Principal risks are reviewed as part of
our audit governance processes. During the regulatory period, climate change planning is assessed to ensure
the business remains resilient to changes to its capital programme.
Pennon Group plc | Annual Report and Accounts 2023 75
Strategic Report Governance Financial Statements Other information
TCFD continued
Pennon Group and South West Water Board
The Group and South West Water Boards provide oversight to the management of the climate-related risks and opportunities. The Board has overall
responsibility for the Group’s risk management policies and processes, and all principal risks are reviewed by the Board on a regular basis. The Board
considers climate-related risks and opportunities throughout its duties - including when considering the Group’s strategy and objectives, monitoring
business and operational performance, business planning and annual budget setting, reviewing major capital expenditures and existing investments,
and in considering acquisitions/divestitures. We are continuing to enhance the awareness and capacity of our Board and senior executives relating to
climate risks and opportunities. For more information see our Corporate Governance report pages 98 to 161.
Board Committees
All Board Committees play a role in managing our climate-related risks and opportunities, and matters are escalated to the Board as
appropriate. Board Committees report their actions and decisions to the Board, ensuring robust governance - including for matters
influenced by climate change and the transition to Net Zero. The responsibility for climate-related risks and opportunities is cascaded through
the business in order to meet our targets and objectives.
Audit Committee
Attendance: Meets 4 times annually.
Attended by the Chair and other Non-
Executive Directors.
Role relating to climate risks and
opportunities: The Committee monitors the
Group’s financial reporting, including how the
impacts of climate risks are accounted for
in financial statements. The Committee also
reviews key risks and opportunities (including
climate-related risks), and challenges and
tests the Group’s internal control processes
including risk management and internal audit.
Further information on page 120.
ESG Committee
Attendance: Meets 4 times annually. Attended
by the Pennon Board, CEO, CFO and other
Group Executives.
Role relating to climate risks and
opportunities: Provides the platform for
discussion of the Group’s ESG agenda and
related climate risks and opportunities, as well
as setting and reviewing key metrics relating
to our ‘6 capitals’ assessments, and reviewing
performance against ESG targets and goals. The
Sustainable Financing reporting and monitoring
is reported to the Committee for onward
submission to the Board. Further information on
page 126.
Nomination Committee
Attendance: Meets 4 times annually.
Attended by the Chair and other Non-
Executive Directors.
Role relating to climate risks and
opportunities: Considers competency related
to climate risks and opportunities when
reviewing the structure, size, and composition
of the Board and senior executives In the
Group. Further information on page 128.
Remuneration Committee
Attendance: Meets 4 times annually.
Attended by the Chair and other Non-
Executive Directors.
Role relating to climate risks and
opportunities: Considers the Group’s
objectives and responsibilities, and advises
the Board on the framework of executive
remuneration for the Group and for the
wider workforce, including mechanisms
to incentivise achievement of the Group’s
objectives related to climate change, Net Zero,
and sustainability goals. Further information
on page 134.
Health and Safety Committee
Attendance: Meets 3 times annually. Attended
by the Chair, CEO, CFO, and other Non-
Executive Directors.
Role relating to climate risks and
opportunities: Supports the Executive Board
on matters of risk across all areas of health &
safety, resilience, and process safety - including
areas impacted by climate-related risks,
particularly related to extreme weather events.
Also reviews the effectiveness of the Group’s
procedures for H&S reporting and performance.
Further information on page 132.
PR24 Committee
Attendance: Meets during the Board cycle as
we progress the plan. Attended by the Chair,
other Non-Executive Directors, CEO, CFO and
other Group executives.
Role relating to climate risks and
opportunities: Considers climate change and
Net Zero as part of business planning and the
Group’s PR24 strategy.
Peatland restoration on
Bodmin Moor, Cornwall
carried out by the South
West Peatland Partnership
team
76 Annual Report and Accounts 2023 | Pennon Group plc
1. CBO = Chair of the Board, CEO = Chief Executive Officer, CFO = Chief Financial Officer, GCCS = General Counsel & Company Secretary, COO = Chief Operating Officer,
CPO = Chief People Officer, CCDO = Chief Customer and Digital Officer
Pennon Executive Committee
1
Attendance: CEO, CFO, COO, GCCS, CPO, CCDO, Director of Regulation Strategy and Asset Management, Chief Engineering Director, Director of
Drought and Resilience
Role relating to climate risks and opportunities: The Committee monitors, approves and reviews business objectives and plans, and provides
challenge and feedback to investment decisions. Throughout these processes climate-related risks and opportunities are considered and actions to
manage risks are embedded in business planning and Investment decision-making. There are several executive committees who report to PEx, and
below are some of the key committees which consider climate-related risks and opportunities within their remit:
The monthly business review meeting - oversees and informs Board Committees on operational performance and risks across the Group, including
the impacts of climate-related risks to operations and the actions being taken to manage operational risks. Other committees report to OPEx, and
key committees with a specific remit related to climate risks and opportunities include: PR24 Executive Committee, Compliance Committee, and
Drought & Resilience Programme Steering Committee
Energy Risk Committee - focused on managing the Group’s energy risk exposure and reviewing renewable energy opportunities
Executive Risk Committee - reviews and approves items relating to principal risks before they are presented to Committees at Board level -
including risks and opportunities relating to and influenced by climate change
IPC Procurement Committee - considers climate-related risks and opportunities when reviewing and approving investment planning and major
procurement items
ESG Executive Committee - reviews and approves items relating to ESG before they are presented to the ESG Committee at Board level - including
items which relate to or are influenced by climate change
Net Zero Executive Committee - monitors, reviews, and provides support for the implementation of the Net Zero Strategy, including considering
risks and opportunities relevant to delivery of the strategy
Management’s role
Executive managers play a key role in identifying, assessing, and managing climate-related risks and opportunities, and Executive managers sit
on relevant Executive committees. The responsibility for climate-related risks is clearly owned, managed, and assessed by a number the Group’s
management teams across our business including our management responsible for water resources, wastewater, regulation, procurement, and finance.
Risk is identified and categorised in different parts of our business prior to being formally passed onto senior management responsible for those
business functions. Each business function and department maintains a risk register, and management escalates risks to the Executive Committees
as appropriate.
The Executive Directors’ remuneration policy is set to incentivise the achievement of key performance objectives. In 2021/22, the element previously
based on personal objectives was changed and now relates to ESG objectives and performance including targets relating to our carbon reduction
goals, the working environment for our employees, and diversity.
Strategy
Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning
where such information is material.
Recommended disclosures
a. Describe the climate-related risks and opportunities the organisation has identified over the short, medium, and long term.
b. Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy, and financial planning.
c. Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or
lower scenario.
Our most material physical and transitional climate-related risks and opportunities are presented on the following pages. These have been identified
by considering the climate scenarios described on page 90
. The risks have been assessed using the Pennon 4x4 risk assessment matrix which puts
the highest risks in the red category under the RAG rating. Further information on our risk assessment methodology can be found on page 52. We have
identified impacts over short (0-10 years), medium (10-30 years) and long term (30-100 years) horizons (the rationale behind these time horizons is
presented on page 90).
Due to the nature of the business, the opportunities are not only assessed on financial merits, with some opportunities not increasing revenues but are
opportunities to save costs and/or carbon, which supports our ability to provide the best outcomes for our customers and stakeholders.
We then present our findings from scenario analysis, exploring the potential range of impacts and our strategic responses under plausible contrasting
climate scenarios (see page 91).
Pennon Group plc | Annual Report and Accounts 2023 77
Strategic Report Governance Financial Statements Other information
Physical Risks
Key impacts identified on our operations and customers
1
Examples of our actions to mitigate risks and realise opportunities Primary financial and reputational impacts to our business
Key physical climaterisks
Increasing frequency and intensity of droughts - risks to water supply,
wastewater networks, and services.
Increased daily and peak demand for garden watering, crop
irrigation, and tourism during drought events exceeds capacity
to redistribute water.
Sustained drought can lead to supply shortfalls with a heightened risk
for recovering water storage if there are consecutive drought years.
Drought events lead to loss of supply and de-pressurisation of pipelines,
greater incidence of pipe failure and contamination.
More extreme wetting and drying cycles cause soil movement, more
pipe movement/ subsidence and bursts/ increased leakage.
Lower river flows as a result of drought events reduce yields. Could lead
to reductions in our future abstraction allowances and increased need to
release more water to rivers/the environment (see also 'climate-related
regulation in the Water sector' transition risk).
Lower groundwater levels reduce borehole yields. Intake, borehole pump
and reservoir draw-off levels may not match reduced levels.
Saline intrusion due to lowering groundwater compounded by sea level
rise (see 'Rising sea levels’ risk).
Decreased intake raw water quality (see 'Increasing average
temperatures and heatwaves' risk).
Impacts on wastewater networks due to low flows from surface water.
Current actions:
Collaborative water resource management planning – West Country
Water Resources and Water Resources South East.
Drought planning including more extreme events. Stochastic and
multi-year drought analysis to test how water supply systems perform
in extreme prolonged droughts.
Prioritisation of support for vulnerable customers during droughts.
Demand management and water efficiency, including Per Capita
Consumption (PCC) reductions and leakage reduction strategy.
Investigation of regional water transfers.
Potential Abstraction Incentive Mechanism (AIM) schemes.
Enhancements to distribution system to remove bottlenecks/ support
us to meet peak demand.
Desalination scheme in development for 2023 to enhance our
drought management.
Planned or future actions:
Finalise draft Water Resources Management Plan 2024
1
including:
demand management options i.e. increased metering,
leakage reduction.
schemes to increase water supply (e.g. Cheddar2 SRO, Mendip SRO,
enhancing interconnectivity of water resource zones) with new
sources, storage.
water treatment improvements and wastewater reuse
Potential for additional desalination schemes.
Impacts from mitigating the risk:
We could incur increased expenditure (Opex and Capex) to increase
capacity for water supply infrastructure, and to manage drought
conditions and water demand. Some of these costs could be
recoverable through the regulatory system. Increased energy and
material use could impact our operational and embodied carbon.
Impacts of the unmitigated risk:
Service disruptions could negatively impact our reputation and
reduce ODI rewards/ increase ODI penalties (affecting our revenue).
We could face additional expenditure (Opex and Capex) to recover
from service disruptions, reduce leakage, and manage water demand.
Some of our assets could deteriorate and face impairment due to
physical impacts.
Relevant time horizon
Short, medium and long term, with increasing likelihood and
magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Key physical climaterisks
Increasing average temperatures and heatwaves - risks to water
quality and water treatment
Relevant time horizon
Short, medium and long term, with increasing likelihood and
magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Decreased water quality (odour, discolouration, dissolved organics,
Cryptosporidium) requiring additional resources and cost to remove
pathogens from drinking water or ensure water quality meets regulatory
standards at WTWs.
Increased microbe propagation and survivability affecting
treatment processes.
Higher septicity levels in received wastewater.
Algal blooms, triggered by catchment runoff, are exacerbated by
higher temperatures.
Higher peak demand for water compounded by reduced runoff yields
due to higher temperatures increasing evaporation (see 'Increasing
frequency and intensity of droughts' risk).
Decreased water quality during heatwaves compounded by overheating
of equipment/assets.
Cascading impacts to interdependent networks (e.g. power supply) from
overheating, leading to service disruption.
Increased prevalence of invasive non-native species (INNS).
Current actions:
Upstream Thinking catchment management tackling raw water
quality to increase resource availability in 80% of our drinking
water catchments.
Granular activated carbon at certain Water Treatment Works (WTWs).
Robust health and safety practices and management.
Farm water efficiency and resilience project – 1,000 pond
nature-based solutions.
Biodiversity management and INNS programmes.
Installation of cooling systems for equipment/assets.
Planned or future actions:
Upgrade to granular activated carbon treatment at further WTWs.
Impacts from mitigating the risk:
We could incur increased expenditure (Capex and Opex) for water
and wastewater treatment and odour management, and to increase
capacity for water supply infrastructure. Some of these costs could
be recoverable through the regulatory system. Increased energy and
material use could impact our operational and embodied carbon.
Impacts of the unmitigated risk:
Service disruptions and lower-quality service provision could
negatively impact our reputation and reduce ODI rewards/increase ODI
penalties (affecting our revenue).
We could incur increased expenditure (Capex and Opex) to recover
our services or use alternative water supplies.
Some of our assets could deteriorate and face impairment due to
physical impacts.
Key physical climaterisks
Increasing frequency of heavy rainfall and floods - risks to assets &
services, water quality, and the environment
Relevant time horizon
Short, medium and long term, with increasing likelihood and
magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Flooding of assets and treatment works, loss of access to assets,
and greater sediment levels in raw water which disrupt services and
potentially impact the environment.
Cascading impacts to interdependent networks (e.g. power supply) from
flooding, leading to service disruption.
Increased groundwater leading to increased infiltration into assets.
Increased volumes of storm water exceed pump capacity leading to
service failures.
Exceedance of storm tank design and asset flooding/damage with
interruption to service.
Increased frequency and duration of storm overflows, with potential
impacts to water bodies - including potential closure of beaches.
Increased river flows and risk of bank erosion exposing wastewater
pipes increasing the risk of collapse.
Catchment erosion in moorland or peatland areas, with nutrients
leaching that increase algal growth in waterbodies and reservoirs.
Dilution of, and rapid variations in, influent flows – longer
retention of water in storm tanks leads to increased septicity
and operational problems.
Increased flood incidence impacts water quality for some boreholes,
may result in temporary inaccessibility or contamination. Increased
turbidity of water sources.
Current actions:
Drainage & Wastewater Management Plan (DWMP).
Asset flood risk assessments undertaken every five years.
Contingency planning in flood risk hotspots e.g. River Otter, including
prioritisation of support for vulnerable customers.
Sites have temporary deployable flood protection.
Investment in PR19 to improve flood defences at four WTWs up to 1-in-
1,000-year events.
Catchment management through Upstream and Downstream Thinking.
Continued investment in our WaterFit Plans - reducing storm overflow
releases and improving river and coastal water quality, creating and
restoring habitat, and looking to inspire local champions to improve
water quality through schools and communities.
New Mayflower WTW in Plymouth increases local flood resilience.
Partnership flood schemes e.g. Countess Wear Wastewater Treatment
Works (WWTW)(Exeter).
Planned or future actions:
Further sewer separation schemes in areas at risk.
Surface water drainage plans and investment in key areas.
Expand our Upstream Thinking initiative.
Real-time monitoring and control (e.g. at all CSOs).
Continue to improve incident management.
Impacts from mitigating the risk:
We could incur additional expenditure (Opex and Capex) to improve
operational resilience and flood defences, and to enhance our
Upstream and Downstream Thinking programmes.
Some of these costs could be recoverable through the regulatory
system. Increased energy and material use could impact our
operational and embodied carbon.
Impacts of the unmitigated risk:
Service disruptions and combined storm overflows could negatively
impact our reputation and reduce ODI rewards/increase ODI penalties
(affecting our revenue).
We could incur additional expenditure (Opex and Capex) to recover
our services and repair damaged assets.
Some of our assets could deteriorate and face impairment due to
physical impacts.
TCFD continued
Key – Strategic priorities
Risk Opportunity
High Medium Low Increasing Stable Decreasing
1. Key impacts are taken as the top-scoring risks from South West Water’s Adaptation Report 2021 under the relevant climate driver, considering the 2025 and 2050 time horizons.
78 Annual Report and Accounts 2023 | Pennon Group plc
1. South West Water draft WRMP24 chapter 11 recommended plan v2.1 (southwestwater.co.uk)
Physical Risks
Key impacts identified on our operations and customers
1
Examples of our actions to mitigate risks and realise opportunities Primary financial and reputational impacts to our business
Key physical climaterisks
Increasing frequency and intensity of droughts - risks to water supply,
wastewater networks, and services.
Increased daily and peak demand for garden watering, crop
irrigation, and tourism during drought events exceeds capacity
to redistribute water.
Sustained drought can lead to supply shortfalls with a heightened risk
for recovering water storage if there are consecutive drought years.
Drought events lead to loss of supply and de-pressurisation of pipelines,
greater incidence of pipe failure and contamination.
More extreme wetting and drying cycles cause soil movement, more
pipe movement/ subsidence and bursts/ increased leakage.
Lower river flows as a result of drought events reduce yields. Could lead
to reductions in our future abstraction allowances and increased need to
release more water to rivers/the environment (see also 'climate-related
regulation in the Water sector' transition risk).
Lower groundwater levels reduce borehole yields. Intake, borehole pump
and reservoir draw-off levels may not match reduced levels.
Saline intrusion due to lowering groundwater compounded by sea level
rise (see 'Rising sea levels’ risk).
Decreased intake raw water quality (see 'Increasing average
temperatures and heatwaves' risk).
Impacts on wastewater networks due to low flows from surface water.
Current actions:
Collaborative water resource management planning – West Country
Water Resources and Water Resources South East.
Drought planning including more extreme events. Stochastic and
multi-year drought analysis to test how water supply systems perform
in extreme prolonged droughts.
Prioritisation of support for vulnerable customers during droughts.
Demand management and water efficiency, including Per Capita
Consumption (PCC) reductions and leakage reduction strategy.
Investigation of regional water transfers.
Potential Abstraction Incentive Mechanism (AIM) schemes.
Enhancements to distribution system to remove bottlenecks/ support
us to meet peak demand.
Desalination scheme in development for 2023 to enhance our
drought management.
Planned or future actions:
Finalise draft Water Resources Management Plan 2024
1
including:
demand management options i.e. increased metering,
leakage reduction.
schemes to increase water supply (e.g. Cheddar2 SRO, Mendip SRO,
enhancing interconnectivity of water resource zones) with new
sources, storage.
water treatment improvements and wastewater reuse
Potential for additional desalination schemes.
Impacts from mitigating the risk:
We could incur increased expenditure (Opex and Capex) to increase
capacity for water supply infrastructure, and to manage drought
conditions and water demand. Some of these costs could be
recoverable through the regulatory system. Increased energy and
material use could impact our operational and embodied carbon.
Impacts of the unmitigated risk:
Service disruptions could negatively impact our reputation and
reduce ODI rewards/ increase ODI penalties (affecting our revenue).
We could face additional expenditure (Opex and Capex) to recover
from service disruptions, reduce leakage, and manage water demand.
Some of our assets could deteriorate and face impairment due to
physical impacts.
Relevant time horizon
Short, medium and long term, with increasing likelihood and
magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Key physical climaterisks
Increasing average temperatures and heatwaves - risks to water
quality and water treatment
Relevant time horizon
Short, medium and long term, with increasing likelihood and
magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Decreased water quality (odour, discolouration, dissolved organics,
Cryptosporidium) requiring additional resources and cost to remove
pathogens from drinking water or ensure water quality meets regulatory
standards at WTWs.
Increased microbe propagation and survivability affecting
treatment processes.
Higher septicity levels in received wastewater.
Algal blooms, triggered by catchment runoff, are exacerbated by
higher temperatures.
Higher peak demand for water compounded by reduced runoff yields
due to higher temperatures increasing evaporation (see 'Increasing
frequency and intensity of droughts' risk).
Decreased water quality during heatwaves compounded by overheating
of equipment/assets.
Cascading impacts to interdependent networks (e.g. power supply) from
overheating, leading to service disruption.
Increased prevalence of invasive non-native species (INNS).
Current actions:
Upstream Thinking catchment management tackling raw water
quality to increase resource availability in 80% of our drinking
water catchments.
Granular activated carbon at certain Water Treatment Works (WTWs).
Robust health and safety practices and management.
Farm water efficiency and resilience project – 1,000 pond
nature-based solutions.
Biodiversity management and INNS programmes.
Installation of cooling systems for equipment/assets.
Planned or future actions:
Upgrade to granular activated carbon treatment at further WTWs.
Impacts from mitigating the risk:
We could incur increased expenditure (Capex and Opex) for water
and wastewater treatment and odour management, and to increase
capacity for water supply infrastructure. Some of these costs could
be recoverable through the regulatory system. Increased energy and
material use could impact our operational and embodied carbon.
Impacts of the unmitigated risk:
Service disruptions and lower-quality service provision could
negatively impact our reputation and reduce ODI rewards/increase ODI
penalties (affecting our revenue).
We could incur increased expenditure (Capex and Opex) to recover
our services or use alternative water supplies.
Some of our assets could deteriorate and face impairment due to
physical impacts.
Key physical climaterisks
Increasing frequency of heavy rainfall and floods - risks to assets &
services, water quality, and the environment
Relevant time horizon
Short, medium and long term, with increasing likelihood and
magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Flooding of assets and treatment works, loss of access to assets,
and greater sediment levels in raw water which disrupt services and
potentially impact the environment.
Cascading impacts to interdependent networks (e.g. power supply) from
flooding, leading to service disruption.
Increased groundwater leading to increased infiltration into assets.
Increased volumes of storm water exceed pump capacity leading to
service failures.
Exceedance of storm tank design and asset flooding/damage with
interruption to service.
Increased frequency and duration of storm overflows, with potential
impacts to water bodies - including potential closure of beaches.
Increased river flows and risk of bank erosion exposing wastewater
pipes increasing the risk of collapse.
Catchment erosion in moorland or peatland areas, with nutrients
leaching that increase algal growth in waterbodies and reservoirs.
Dilution of, and rapid variations in, influent flows – longer
retention of water in storm tanks leads to increased septicity
and operational problems.
Increased flood incidence impacts water quality for some boreholes,
may result in temporary inaccessibility or contamination. Increased
turbidity of water sources.
Current actions:
Drainage & Wastewater Management Plan (DWMP).
Asset flood risk assessments undertaken every five years.
Contingency planning in flood risk hotspots e.g. River Otter, including
prioritisation of support for vulnerable customers.
Sites have temporary deployable flood protection.
Investment in PR19 to improve flood defences at four WTWs up to 1-in-
1,000-year events.
Catchment management through Upstream and Downstream Thinking.
Continued investment in our WaterFit Plans - reducing storm overflow
releases and improving river and coastal water quality, creating and
restoring habitat, and looking to inspire local champions to improve
water quality through schools and communities.
New Mayflower WTW in Plymouth increases local flood resilience.
Partnership flood schemes e.g. Countess Wear Wastewater Treatment
Works (WWTW)(Exeter).
Planned or future actions:
Further sewer separation schemes in areas at risk.
Surface water drainage plans and investment in key areas.
Expand our Upstream Thinking initiative.
Real-time monitoring and control (e.g. at all CSOs).
Continue to improve incident management.
Impacts from mitigating the risk:
We could incur additional expenditure (Opex and Capex) to improve
operational resilience and flood defences, and to enhance our
Upstream and Downstream Thinking programmes.
Some of these costs could be recoverable through the regulatory
system. Increased energy and material use could impact our
operational and embodied carbon.
Impacts of the unmitigated risk:
Service disruptions and combined storm overflows could negatively
impact our reputation and reduce ODI rewards/increase ODI penalties
(affecting our revenue).
We could incur additional expenditure (Opex and Capex) to recover
our services and repair damaged assets.
Some of our assets could deteriorate and face impairment due to
physical impacts.
Pennon Group plc | Annual Report and Accounts 2023 79
Strategic Report Governance Financial Statements Other information
TCFD continued
Key impacts identified on our operations and customers
1
Examples of our actions to mitigate risks and realise
opportunities
Primary financial and reputational impacts to our business
Key physical climaterisks
Rising sea levels and coastal erosion - risks to
assets and services
Relevant time horizon
Short, medium and long term, with increasing
likelihood and magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Direct asset damage from flooding, storm damage and/or coastal erosion.
Cascading impacts to interdependent networks (e.g. power supply) due to damage from
coastal flooding, storm damage and/or coastal erosion.
Rising sea levels increase the extent of the saline intrusion zone. Tidal limits move
upstream, causing increased salinity at river intakes. This can cause accelerated asset
deterioration and reduced process performance efficacy.
Increased health and safety implications e.g. hydrogen sulphide gas from wastewater
treatment works.
Saltwater intrusion of groundwater sources causing source to become unusable
(compounded by lowering groundwater levels – see our ‘Increasing average temperatures
and heatwaves’ risk).
Coastal estuarine storm overflow discharges become tide-locked hindering free discharge
Increased environmental ambition by other stakeholders to replace lost coastal habitat
and manage coastal erosion, impacting our assets and services (in some cases requiring
us to carry out actions which may not be funded through the regulatory system).
Current actions:
Asset flood risk assessments undertaken every five years.
Prioritisation of support for vulnerable customers.
Improved flood resilience of all assets in the coastal floodplain.
Partnership flood schemes e.g. Countess Wear WWTW (Exeter).
Protection of sites from saline intrusion/incursion (Otter Basin).
Continuing work with stakeholders involved in managing
coastal erosion.
Planned or future actions:
Protection of further sites from saline intrusion/incursion.
Desalination programme.
Impacts from mitigating the risk:
We could incur additional expenditure (Opex and Capex) for protecting
our sites and assets from coastal flooding and saline intrusion. Some of
these costs could be recoverable through the regulatory system.
Increased energy and material use could impact our operational and
embodied carbon.
Impacts of the unmitigated risk:
Service disruptions could negatively impact our reputation and reduce ODI
rewards/increase ODI penalties (affecting our revenue).
We could face additional expenditure (Opex and Capex) for using
alternative water supply if sites/sources become unusable.
Some of our assets could deteriorate and face impairment due
to physical impacts.
Key physical climaterisks
Increasing frequency of extreme weather events
and storms - risks to assets and services
Relevant time horizon
Short, medium and long term, with increasing
likelihood and magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Power supply failure due to high winds, heavy rainfall/flooding, lightning at key network
and treatment sites and resultant cascading impacts to interdependent networks,
including water supply delivery and wastewater management.
Cold snaps and freeze/thaw events leading to pipe bursts/ increased leakage.
Reduced ability for our services and assets to recover under consecutive storms.
Current actions:
Cold weather plan, including prioritisation of support for
vulnerable customers.
Investment in centralised control room and alternative water
supply teams.
Duplication of strategic water mains network.
Backup power at plants to manage risks of energy
supply interruption.
Recovery plans for 100 WWTWs.
Working with other stakeholders (e.g. energy providers) to
enhance resilience.
Planned or future actions:
Extend real-time monitoring and control.
Extend recovery plans at more WWTWs.
Further investment in generating renewable energy and
back-up power.
Impacts from mitigating the risk
We could incur additional expenditure (Opex and Capex) for
maintenance and upgrades to assets to enhance resilience to storms.
Some of these costs could be recoverable through the regulatory system.
Increased energy and material use could impact our operational and
embodied carbon.
Impacts of the unmitigated risk
Service disruptions could negatively impact our reputation and reduce ODI
rewards/increase ODI penalties (affecting our revenue).
We could face additional expenditure (Opex and Capex) to restore
services and repair assets. Some of our assets could deteriorate and face
impairment due to physical impacts.
Transition Risks
Type as defined by TCFD
Policy, Regulation and Legal Risks
Relevant time horizon of risk
Short and medium term
Potential for this risk to decrease over time as
regulation evolves to remove contradictions and
misalignment, and as leadership on climate action
becomes commonplace across Government and
the economy.
Current Risk Rating
Risk of challenges balancing trade-offs in regulation in the Water sector between
agendas of Net Zero, climate resilience, environmental enhancement, and other
objectives, posing the risk of increasing costs and carbon: Potential undesired climate
outcomes due to trade-offs in regulatory priorities. Challenges with balancing objectives to
improve environmental outcomes while reducing carbon emissions at the same time as rapid
changes in climate-related policies and regulations are occurring in the Water sector.
A holistic and balanced approach to delivering our goals for Net Zero, providing a resilient
water supply and protecting and enhancing the environment, could be at risk if one agenda
imposes more stringent regulation, thus presenting a misalignment in the pace with which
preferably holistic actions can be delivered relative to actions that benefit a single more
stringent agenda. In some cases, new/enhanced policies and regulations pose a risk due
to increasing costs to Pennon or increasing Pennon’s carbon footprint, in other cases the
absence of policies and regulation pose a risk due to potential that costs incurred by Pennon
may not be recovered through the regulatory system.
Some examples include:
more stringent environmental regulation being imposed in response to the climate
adaptation and nature positive agenda, including the pace with which requirements are
being imposed:
reduced abstraction allowances and increased compensation flows into our rivers being
imposed (see our ‘drought’ physical risk)
increased environmental ambition by other stakeholders to replace lost coastal habitat
and manage coastal erosion (see our ‘rising sea levels’ physical risk).
changes to carbon accounting methodologies and scope boundaries, including changes
to location-based GHG accounting methodology instead of market-based accounting (e.g.
disincentivising power purchase agreements (PPAs) for renewable energy).
enhanced requirements which increase Pennon’s energy and carbon footprint e.g.
phosphorus removal, UV disinfection, reducing combined sewer overflows in cases where
the scale and pace required disadvantages nature-based solutions.
regulation in contradiction to achieve overall Net Zero goals, and regulatory system
providing limited incentives for wider Net Zero action outside of the regulated
water business.
Balancing trade-offs from actions to address different agendas
in policy and regulation:
Current actions:
Horizon scanning to identify emerging/changing regulation.
Stakeholder engagement/public relations management.
Net Zero programme.
Engaging with regulators to explain the climate change impacts of
new regulation.
Working with others in the sector to clarify carbon
accounting approaches.
Adaptive planning approach within dWRMP24, including high,
moderate, and low environmental ambition.
Considering options which Pennon can take outside of the
regulatory framework (e.g. offsite investment in renewable energy).
Future actions:
Pursuing opportunities for nature-based solutions where these are
acceptable under the regulation.
Investment in innovation/ research and development, and
investment in enhancements to resilience to key climate risks.
Considering applying an internal carbon price to consider full costs
and benefits of decisions.
Public value assessments in decision-making (balancing
trade-offs of different agendas, and contradictions in the
regulatory framework).
Seeking opportunities for additional funding, making the
investment case based on core water company activities.
Future climate adaptation planning and transition planning.
Impacts from mitigating the risk:
We could incur increased expenditure (Capex and Opex) due to changes
to regulation, for example costs related to installation and operation of new
process equipment to meet enhance regulations.
Some of these costs could be recoverable through the regulatory system.
Increased energy and material use to meet increased regulatory
requirements has potential to increase our carbon footprint through
operational and embodied carbon.
Impacts of the unmitigated risk:
If we fail to balance regulatory requirements, we could face reduced ODI
rewards/ increased ODI penalties (affecting our revenue).
Public perception of how we balance trade-offs could result in negative
impacts on our reputation (see our ‘Negative public and stakeholder
reputation risk).
Some of our assets could incur obsolescence and impairment If they are
driving high carbon emissions or poor environmental outcomes.
Key – Strategic priorities
Risk Opportunity
High Medium Low Increasing Stable Decreasing
80 Annual Report and Accounts 2023 | Pennon Group plc
Key impacts identified on our operations and customers
1
Examples of our actions to mitigate risks and realise
opportunities
Primary financial and reputational impacts to our business
Key physical climaterisks
Rising sea levels and coastal erosion - risks to
assets and services
Relevant time horizon
Short, medium and long term, with increasing
likelihood and magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Direct asset damage from flooding, storm damage and/or coastal erosion.
Cascading impacts to interdependent networks (e.g. power supply) due to damage from
coastal flooding, storm damage and/or coastal erosion.
Rising sea levels increase the extent of the saline intrusion zone. Tidal limits move
upstream, causing increased salinity at river intakes. This can cause accelerated asset
deterioration and reduced process performance efficacy.
Increased health and safety implications e.g. hydrogen sulphide gas from wastewater
treatment works.
Saltwater intrusion of groundwater sources causing source to become unusable
(compounded by lowering groundwater levels – see our ‘Increasing average temperatures
and heatwaves’ risk).
Coastal estuarine storm overflow discharges become tide-locked hindering free discharge
Increased environmental ambition by other stakeholders to replace lost coastal habitat
and manage coastal erosion, impacting our assets and services (in some cases requiring
us to carry out actions which may not be funded through the regulatory system).
Current actions:
Asset flood risk assessments undertaken every five years.
Prioritisation of support for vulnerable customers.
Improved flood resilience of all assets in the coastal floodplain.
Partnership flood schemes e.g. Countess Wear WWTW (Exeter).
Protection of sites from saline intrusion/incursion (Otter Basin).
Continuing work with stakeholders involved in managing
coastal erosion.
Planned or future actions:
Protection of further sites from saline intrusion/incursion.
Desalination programme.
Impacts from mitigating the risk:
We could incur additional expenditure (Opex and Capex) for protecting
our sites and assets from coastal flooding and saline intrusion. Some of
these costs could be recoverable through the regulatory system.
Increased energy and material use could impact our operational and
embodied carbon.
Impacts of the unmitigated risk:
Service disruptions could negatively impact our reputation and reduce ODI
rewards/increase ODI penalties (affecting our revenue).
We could face additional expenditure (Opex and Capex) for using
alternative water supply if sites/sources become unusable.
Some of our assets could deteriorate and face impairment due
to physical impacts.
Key physical climaterisks
Increasing frequency of extreme weather events
and storms - risks to assets and services
Relevant time horizon
Short, medium and long term, with increasing
likelihood and magnitude of risk over each horizon
Risk score in 2025 including current actions
Risk score in 2050 without further action
Power supply failure due to high winds, heavy rainfall/flooding, lightning at key network
and treatment sites and resultant cascading impacts to interdependent networks,
including water supply delivery and wastewater management.
Cold snaps and freeze/thaw events leading to pipe bursts/ increased leakage.
Reduced ability for our services and assets to recover under consecutive storms.
Current actions:
Cold weather plan, including prioritisation of support for
vulnerable customers.
Investment in centralised control room and alternative water
supply teams.
Duplication of strategic water mains network.
Backup power at plants to manage risks of energy
supply interruption.
Recovery plans for 100 WWTWs.
Working with other stakeholders (e.g. energy providers) to
enhance resilience.
Planned or future actions:
Extend real-time monitoring and control.
Extend recovery plans at more WWTWs.
Further investment in generating renewable energy and
back-up power.
Impacts from mitigating the risk
We could incur additional expenditure (Opex and Capex) for
maintenance and upgrades to assets to enhance resilience to storms.
Some of these costs could be recoverable through the regulatory system.
Increased energy and material use could impact our operational and
embodied carbon.
Impacts of the unmitigated risk
Service disruptions could negatively impact our reputation and reduce ODI
rewards/increase ODI penalties (affecting our revenue).
We could face additional expenditure (Opex and Capex) to restore
services and repair assets. Some of our assets could deteriorate and face
impairment due to physical impacts.
Transition Risks
Type as defined by TCFD
Policy, Regulation and Legal Risks
Relevant time horizon of risk
Short and medium term
Potential for this risk to decrease over time as
regulation evolves to remove contradictions and
misalignment, and as leadership on climate action
becomes commonplace across Government and
the economy.
Current Risk Rating
Risk of challenges balancing trade-offs in regulation in the Water sector between
agendas of Net Zero, climate resilience, environmental enhancement, and other
objectives, posing the risk of increasing costs and carbon: Potential undesired climate
outcomes due to trade-offs in regulatory priorities. Challenges with balancing objectives to
improve environmental outcomes while reducing carbon emissions at the same time as rapid
changes in climate-related policies and regulations are occurring in the Water sector.
A holistic and balanced approach to delivering our goals for Net Zero, providing a resilient
water supply and protecting and enhancing the environment, could be at risk if one agenda
imposes more stringent regulation, thus presenting a misalignment in the pace with which
preferably holistic actions can be delivered relative to actions that benefit a single more
stringent agenda. In some cases, new/enhanced policies and regulations pose a risk due
to increasing costs to Pennon or increasing Pennon’s carbon footprint, in other cases the
absence of policies and regulation pose a risk due to potential that costs incurred by Pennon
may not be recovered through the regulatory system.
Some examples include:
more stringent environmental regulation being imposed in response to the climate
adaptation and nature positive agenda, including the pace with which requirements are
being imposed:
reduced abstraction allowances and increased compensation flows into our rivers being
imposed (see our ‘drought’ physical risk)
increased environmental ambition by other stakeholders to replace lost coastal habitat
and manage coastal erosion (see our ‘rising sea levels’ physical risk).
changes to carbon accounting methodologies and scope boundaries, including changes
to location-based GHG accounting methodology instead of market-based accounting (e.g.
disincentivising power purchase agreements (PPAs) for renewable energy).
enhanced requirements which increase Pennon’s energy and carbon footprint e.g.
phosphorus removal, UV disinfection, reducing combined sewer overflows in cases where
the scale and pace required disadvantages nature-based solutions.
regulation in contradiction to achieve overall Net Zero goals, and regulatory system
providing limited incentives for wider Net Zero action outside of the regulated
water business.
Balancing trade-offs from actions to address different agendas
in policy and regulation:
Current actions:
Horizon scanning to identify emerging/changing regulation.
Stakeholder engagement/public relations management.
Net Zero programme.
Engaging with regulators to explain the climate change impacts of
new regulation.
Working with others in the sector to clarify carbon
accounting approaches.
Adaptive planning approach within dWRMP24, including high,
moderate, and low environmental ambition.
Considering options which Pennon can take outside of the
regulatory framework (e.g. offsite investment in renewable energy).
Future actions:
Pursuing opportunities for nature-based solutions where these are
acceptable under the regulation.
Investment in innovation/ research and development, and
investment in enhancements to resilience to key climate risks.
Considering applying an internal carbon price to consider full costs
and benefits of decisions.
Public value assessments in decision-making (balancing
trade-offs of different agendas, and contradictions in the
regulatory framework).
Seeking opportunities for additional funding, making the
investment case based on core water company activities.
Future climate adaptation planning and transition planning.
Impacts from mitigating the risk:
We could incur increased expenditure (Capex and Opex) due to changes
to regulation, for example costs related to installation and operation of new
process equipment to meet enhance regulations.
Some of these costs could be recoverable through the regulatory system.
Increased energy and material use to meet increased regulatory
requirements has potential to increase our carbon footprint through
operational and embodied carbon.
Impacts of the unmitigated risk:
If we fail to balance regulatory requirements, we could face reduced ODI
rewards/ increased ODI penalties (affecting our revenue).
Public perception of how we balance trade-offs could result in negative
impacts on our reputation (see our ‘Negative public and stakeholder
reputation risk).
Some of our assets could incur obsolescence and impairment If they are
driving high carbon emissions or poor environmental outcomes.
Pennon Group plc | Annual Report and Accounts 2023 81
Strategic Report Governance Financial Statements Other information
Transition Risks continued
Potential risks and opportunities Examples of our actions to mitigate risks and realise opportunities Primary financial and reputational impacts to
our business
Type as defined by TCFD
Policy, Regulation and Legal Risks
Relevant time horizon of risk
Short and medium term
In the short term the risk is more focused on funding
to achieve Net Zero, over the medium and long term
the risk will increasingly focus on funding to enable
adaptation to climate change.
Current Risk Rating
Regulatory funding risk for achieving Pennon’s goals for operational Net Zero by
2030 and adapting to climate change : Risk that the investment required to transition to
operational Net Zero by 2030, and investment to proactively adapt to climate change in the
time period targeted by Pennon, is not allowed under the regulatory framework.
Managing regulatory funding risk:
Current actions:
Business planning/ making case for investment.
Engagement with regulators and customers and stakeholders.
Public campaigns/awareness of investment need for climate action including
TCFD programme.
Exploring options to ensure a return on investment for some climate-related actions.
Demonstrating/communicating that Net Zero 2030 for the water sector is a helpful
milestone on the way to Government’s goal for Net Zero 2050.
Exploring options which Pennon can take outside of the regulated water businesses
(e.g. offsite investment in renewable energy, enhancing revenue through water
transfers and water resource schemes for other companies).
Future actions:
Explore options for third-party funding or partnerships for climate action.
Potential for Pennon to review climate change objectives if they are not supported by
regulators and Government
Impacts from mitigating the risk:
We could incur increased expenditure (Capex and
Opex) to take actions outside of the regulated water
business, and to enhance engagement with regulators
and stakeholders. There is potential for us to increase
our revenue through some actions. See our ‘Products and
Services’ climate opportunity.
Impacts of the unmitigated risk:
If we cannot proactively invest in carbon reduction and
climate resilience we could face reduced ODI rewards/
increased ODI penalties (affecting our revenue).
Increased costs to our customers in the long-term
would negatively impact our reputation (see our ‘Negative
public and stakeholder’ and ‘Customer affordability’
reputation risks).
Some of our assets could deteriorate and face impairment
due to physical impacts from climate change.
We may be limited in our ability to reduce our
carbon emissions.
Type as defined by TCFD
Technology Risks
Relevant time horizon of risk
Short and medium term
In the short term the risk is primarily driven by
limited supply and readiness of technology and
resources (due to past underinvestment in skills
development across the UK and beyond), over the
medium term the risk will be increasingly driven by
high demand for technology and resources.
Current Risk Rating
Capacity and readiness of technology and resources to achieve Net Zero before other
sectors and the wider UK: Risks that skills, technology, resources, and infrastructure are
not ready and available to enable Pennon’s transition to Net Zero operational carbon by
2030, resulting in delays and in some cases resulting in Pennon paying high costs to access
resources. Some examples include:
availability and capacity of Pennon’s workforce and supply chain to procure and design
low-carbon solutions
(which Is compounded by wider risks, such as geopolitical events
and macro-economic conditions such as high inflation).
availability and capacity of technology and infrastructure, particularly in the Great South
West of England, to enable development of Pennon’s renewable energy projects and other
Net Zero programme activities.
high demand for resources and technologies from others causing delays and increasing
costs for Pennon (e.g. demand for expertise, batteries, electric vehicles).
unsuccessful investment in new technologies/approaches, or technology which is then
superseded, including risks around recovering costs through the regulatory system.
Innovation required to reduce process emissions is of larger scale than originally
understood, amplifying the risk of potential unsuccessful R&D Investments, and the risk of
taking investment decisions which in future turn out to be suboptimal / high-regret.
Managing capacity constraints in Pennon:
Current actions:
Continual enhancement of capacity within Pennon (e.g. training, recruiting key skills).
Collaboration with supply chain partners (e.g. consultants, technology
providers, contractors).
Collaboration with stakeholders (e.g. academia, environmental groups in the Great
South West).
Collaboration with other water companies and across the sector to develop standard
approaches and enhance capacity.
Future actions:
Prioritising actions/solutions which are low-regret/ flexible e.g. nature-based solutions
Piloting options/technology before scaling.
Managing supply chain and infrastructure limitations:
Current actions:
Horizon scanning to identify emerging limitations and risks.
Engagement with key suppliers and partners and enhancing collaboration with
partners and stakeholders.
Engaging with infrastructure providers, regulators, and Government to encourage
investment to enable network capacity.
Enhancing capacity within Pennon to reduce reliance on suppliers.
Purchasing renewable electricity.
Future actions:
Procurement strategies for key technologies/expertise.
Enhancing supply chain resilience (e.g. diversification of suppliers).
Exploring options which are less reliant on network capacity (e.g. onsite
battery storage).
Managing costs to transition:
Current actions:
Seek to fund investment through the regulatory process (business planning
and price reviews).
Investment in innovation to reduce costs of low-carbon technology.
Future actions:
Increasing efficiency to reduce costs (see our ‘resource efficiency’
transition opportunity).
Recovering some costs from retired assets (e.g. selling used equipment)
Explore partnership opportunities (e.g. PPAs).
Managing research and development investment:
Current action:
R&D programme with gated investment (e.g. piloting before scaling up).
Horizon scanning to identify emerging technology and risks.
Procurement strategies to reduce costs (e.g. competitive tendering, joint ventures).
Learning from others in the water sector in UK and international.
Engagement with regulators and community to test acceptability of strategies
and schemes.
Future action:
Prioritising solutions that are low-regret, particularly nature-based solutions through
piloting technology before scaling.
Impacts from mitigating the risk:
We could incur increased expenditure (Opex) to build
capacity across our company and supply chain, and
increased costs to access skills and technology to
meet our targeted timeline. Some of these costs could
be recoverable through the regulatory system.
Impacts of the unmitigated risk:
We could incur increased expenditure (Capex and
Opex) due to delays with implementing solutions
to reduce operational carbon emissions, and due
to high demand for resources. Unsuccessful
investment in new technologies could also result
in increased expenditure.
We could incur penalties and/or negative impacts to
our reputation if delays in technology and resources
mean we do not meet our targets and/or Net Zero
programme (see our ‘Negative public and stakeholder
reputation’ risk).
We may be limited in our ability to reduce our
carbon emissions.
TCFD continued
Key – Strategic priorities
Risk Opportunity
High Medium Low Increasing Stable Decreasing
82 Annual Report and Accounts 2023 | Pennon Group plc
Transition Risks continued
Potential risks and opportunities Examples of our actions to mitigate risks and realise opportunities Primary financial and reputational impacts to
our business
Type as defined by TCFD
Policy, Regulation and Legal Risks
Relevant time horizon of risk
Short and medium term
In the short term the risk is more focused on funding
to achieve Net Zero, over the medium and long term
the risk will increasingly focus on funding to enable
adaptation to climate change.
Current Risk Rating
Regulatory funding risk for achieving Pennon’s goals for operational Net Zero by
2030 and adapting to climate change : Risk that the investment required to transition to
operational Net Zero by 2030, and investment to proactively adapt to climate change in the
time period targeted by Pennon, is not allowed under the regulatory framework.
Managing regulatory funding risk:
Current actions:
Business planning/ making case for investment.
Engagement with regulators and customers and stakeholders.
Public campaigns/awareness of investment need for climate action including
TCFD programme.
Exploring options to ensure a return on investment for some climate-related actions.
Demonstrating/communicating that Net Zero 2030 for the water sector is a helpful
milestone on the way to Government’s goal for Net Zero 2050.
Exploring options which Pennon can take outside of the regulated water businesses
(e.g. offsite investment in renewable energy, enhancing revenue through water
transfers and water resource schemes for other companies).
Future actions:
Explore options for third-party funding or partnerships for climate action.
Potential for Pennon to review climate change objectives if they are not supported by
regulators and Government
Impacts from mitigating the risk:
We could incur increased expenditure (Capex and
Opex) to take actions outside of the regulated water
business, and to enhance engagement with regulators
and stakeholders. There is potential for us to increase
our revenue through some actions. See our ‘Products and
Services’ climate opportunity.
Impacts of the unmitigated risk:
If we cannot proactively invest in carbon reduction and
climate resilience we could face reduced ODI rewards/
increased ODI penalties (affecting our revenue).
Increased costs to our customers in the long-term
would negatively impact our reputation (see our ‘Negative
public and stakeholder’ and ‘Customer affordability’
reputation risks).
Some of our assets could deteriorate and face impairment
due to physical impacts from climate change.
We may be limited in our ability to reduce our
carbon emissions.
Type as defined by TCFD
Technology Risks
Relevant time horizon of risk
Short and medium term
In the short term the risk is primarily driven by
limited supply and readiness of technology and
resources (due to past underinvestment in skills
development across the UK and beyond), over the
medium term the risk will be increasingly driven by
high demand for technology and resources.
Current Risk Rating
Capacity and readiness of technology and resources to achieve Net Zero before other
sectors and the wider UK: Risks that skills, technology, resources, and infrastructure are
not ready and available to enable Pennon’s transition to Net Zero operational carbon by
2030, resulting in delays and in some cases resulting in Pennon paying high costs to access
resources. Some examples include:
availability and capacity of Pennon’s workforce and supply chain to procure and design
low-carbon solutions
(which Is compounded by wider risks, such as geopolitical events
and macro-economic conditions such as high inflation).
availability and capacity of technology and infrastructure, particularly in the Great South
West of England, to enable development of Pennon’s renewable energy projects and other
Net Zero programme activities.
high demand for resources and technologies from others causing delays and increasing
costs for Pennon (e.g. demand for expertise, batteries, electric vehicles).
unsuccessful investment in new technologies/approaches, or technology which is then
superseded, including risks around recovering costs through the regulatory system.
Innovation required to reduce process emissions is of larger scale than originally
understood, amplifying the risk of potential unsuccessful R&D Investments, and the risk of
taking investment decisions which in future turn out to be suboptimal / high-regret.
Managing capacity constraints in Pennon:
Current actions:
Continual enhancement of capacity within Pennon (e.g. training, recruiting key skills).
Collaboration with supply chain partners (e.g. consultants, technology
providers, contractors).
Collaboration with stakeholders (e.g. academia, environmental groups in the Great
South West).
Collaboration with other water companies and across the sector to develop standard
approaches and enhance capacity.
Future actions:
Prioritising actions/solutions which are low-regret/ flexible e.g. nature-based solutions
Piloting options/technology before scaling.
Managing supply chain and infrastructure limitations:
Current actions:
Horizon scanning to identify emerging limitations and risks.
Engagement with key suppliers and partners and enhancing collaboration with
partners and stakeholders.
Engaging with infrastructure providers, regulators, and Government to encourage
investment to enable network capacity.
Enhancing capacity within Pennon to reduce reliance on suppliers.
Purchasing renewable electricity.
Future actions:
Procurement strategies for key technologies/expertise.
Enhancing supply chain resilience (e.g. diversification of suppliers).
Exploring options which are less reliant on network capacity (e.g. onsite
battery storage).
Managing costs to transition:
Current actions:
Seek to fund investment through the regulatory process (business planning
and price reviews).
Investment in innovation to reduce costs of low-carbon technology.
Future actions:
Increasing efficiency to reduce costs (see our ‘resource efficiency’
transition opportunity).
Recovering some costs from retired assets (e.g. selling used equipment)
Explore partnership opportunities (e.g. PPAs).
Managing research and development investment:
Current action:
R&D programme with gated investment (e.g. piloting before scaling up).
Horizon scanning to identify emerging technology and risks.
Procurement strategies to reduce costs (e.g. competitive tendering, joint ventures).
Learning from others in the water sector in UK and international.
Engagement with regulators and community to test acceptability of strategies
and schemes.
Future action:
Prioritising solutions that are low-regret, particularly nature-based solutions through
piloting technology before scaling.
Impacts from mitigating the risk:
We could incur increased expenditure (Opex) to build
capacity across our company and supply chain, and
increased costs to access skills and technology to
meet our targeted timeline. Some of these costs could
be recoverable through the regulatory system.
Impacts of the unmitigated risk:
We could incur increased expenditure (Capex and
Opex) due to delays with implementing solutions
to reduce operational carbon emissions, and due
to high demand for resources. Unsuccessful
investment in new technologies could also result
in increased expenditure.
We could incur penalties and/or negative impacts to
our reputation if delays in technology and resources
mean we do not meet our targets and/or Net Zero
programme (see our ‘Negative public and stakeholder
reputation’ risk).
We may be limited in our ability to reduce our
carbon emissions.
Pennon Group plc | Annual Report and Accounts 2023 83
Strategic Report Governance Financial Statements Other information
TCFD continued
Potential risks and opportunities Examples of our actions to mitigate risks and realise opportunities Primary financial and reputational impacts to
our business
Type as defined by TCFD
Market Risks
Relevant time horizon
of risk
Short and medium term
In the short term the risk is
primarily driven by limited
supply of renewable energy
and low-carbon materials (due
to past under investment in
infrastructure and materials
across the UK and beyond),
over the medium term the
risk will be increasingly
driven by high demand for
renewable energy and low-
carbon materials.
Current Risk Rating
Increased costs of energy and materials due to the transition to Net Zero, impacts of climate change, and
wider factors: Increases in costs of energy sources and input materials - influenced by the Net Zero transition
and/or impacts of climate change and compounded by geopolitical events and macro-economic conditions (e.g.
such as high inflation). Some examples include:
Record high price for electricity, particularly 100% renewable electricity/REGOs, which may remain in high
demand/ limited supply.
Price of liquid fuels and gas increasing due to transition to Net Zero and geopolitical events.
Price of chemicals and construction materials (e.g. cement, steel) increasing as energy prices increase and
in some cases as carbon reduction measures increase across supply chains (adding costs to production of
materials In the short/medium term).
Price of some technologies for generating renewable electricity has increased due to high
demand/limited supply.
Managing cost of energy:
Current actions:
Generation of renewable energy by Pennon, including exploring additional options and
power purchase agreements (PPAs).
Increasing efficiency to reduce energy demand (e.g. enhance energy efficiency, reduce
leakage - see our ‘resource efficiency’ opportunity).
Electricity price hedging.
Future actions:
Fuel switching (e.g. eliminating fossil fuels for alternatives, at lower cost where possible).
Changing operational practices to reduce energy use/ energy expenditure (e.g. taking
advantage of off-peak electricity pricing).
Exploring options which require less energy (e.g. nature-based solutions).
Action taken by Government and wider actors to increase energy security and supply of
low -carbon energy.
Managing cost of input materials:
Current actions:
procurement strategies to reduce cost (e.g. competitive pricing).
Future actions:
Increasing efficiency to reduce material use and light-weighting/reducing
material consumption.
Enhancing supply chain resilience (e.g. diversifying suppliers to reduce cost).
Investing in innovation to use different chemicals and materials.
Impacts from mitigating the risk:
We could incur increased expenditure (Capex and
Opex) due to investment in generating renewable
energy or using alternative/low-carbon materials.
Some of these costs could be recoverable through
the regulatory system, and in some cases there
will be a return on investment (see our ‘energy
source’ and ‘markets’ climate opportunities).
Impacts of the unmitigated risk:
We could incur increased expenditure (Capex and
Opex) due to increased cost of energy/REGOs
and materials.
We may be limited in our ability to reduce our
carbon emissions.
Type as defined by TCFD
Reputational Risks
Relevant time horizon
of risk
Short and medium term
In the short term customers
and stakeholders are primarily
concerned about impacts on
water quality and
aquatic environments.
Over time it is likely that
customers and stakeholders
will have higher concern for
carbon emissions and other
sustainability objectives.
Current Risk Rating
Negative public and stakeholder relations due to Pennon failing to be a seen as a leader in environmental
sustainability: Negative perception from the public/stakeholders/regulators, possibly linked to a major climate-
related incident/event/failure. Some examples include:
Public concern about climate-induced pollution events and sewer overflows (e.g. after storms linked to
climate change).
Customers and stakeholders concerned about the environmental impact of abstraction and wastewater
discharge in response to the climate adaptation agenda.
Asymmetry of information which customers notice, for example less focus on our action to reduce carbon and
more focus on activities which may be seen as high energy, such as desalination (even though desalination
would be powered by renewable energy). Greater media coverage of negative impacts more than positive
actions compounds this risk.
Shifts in stakeholder/customer expectations related to carbon and climate which are difficult for Water
companies to manage.
Stakeholder and customer dissatisfaction if Pennon fails to meet Net Zero commitments.
Managing public and stakeholder relations:
Current actions:
Risk management practices.
Investment to reduce key risks, including our WaterFit programme.
Net Zero programme.
Environmental programmes (e.g. Water Industry National Environment
Programme – WINEP).
Customer and stakeholder engagement/public relations.
Community outreach and educational programmes.
Engagement and pilots to test and build customer acceptability for schemes.
ESG and sustainability initiatives.
‘6 capitals’ considered in decision making.
Future actions:
Consider applying an internal carbon price to consider full costs and benefits of decisions.
Consider new ways to enhance engagement with customers and communities and increase
engagement and raise profile of positive actions (e.g. tree planting).
Impacts from mitigating the risk:
We could potentially incur increased
expenditure (Opex) to manage stakeholder
relations and public perception to mitigate
reputational impacts.
Impacts of the unmitigated risk:
Public perception of our environmental actions
and performance could result in negative impacts
on our reputation (see also our ‘Challenges
balancing trade-offs’ policy transition risk).
Type as defined by TCFD
Reputational Risks
Relevant time horizon
of risk
Short and medium term
The need for additional
investment to meet the Net
Zero and climate adaptation
challenges will likely continue
to impact across the medium
term, particularly if global
climate action is slow and the
physical impacts are greater.
Current Risk Rating
Customer affordability and fairness concerns for achieving Net Zero and adapting to climate change:
Affordability for customers and questions around fairness become very challenging, even with Government
contribution to water and wastewater bills (this is compounded by cost-of-living pressures). This risk includes:
Large investment needs related to climate change, which could result in dissatisfaction from customers
and stakeholders.
Questions relating to fairness for paying for climate adaptation, for example high costs/Impacts being imposed
on residents in Cornwall and Devon due to greater exposure to coastal change, whereas other water companies
may not have as high costs/impacts.
Multiple agendas and misalignment from different Government departments and regulators requiring increased
investment from water companies.
Managing customer affordability:
Current actions:
Secured Government contribution to customers’ bills.
Customer and stakeholder engagement/public relations (including engaging with regulators
and Government about sharing costs etc.), including community outreach and educational
programmes to help explain need for investment in climate action.
Seeking return on investment for actions taken to manage climate change.
Arrangements with/requirements on suppliers to cover some costs (e.g. building and
vehicle leases).
Procurement strategies to reduce costs (e.g. competitive tendering, joint ventures etc.)
Support programmes and social tariffs for customers struggling to pay bills.
Phased investment in climate adaptation and Net Zero over time to reduce pressures
on bills.
Exploring actions to reduce costs across the business.
Becoming more efficient to reduce costs and impacts on customer bills.
Exploring innovative tariffs to ensure fair bills.
Future actions:
Innovation programme seeking to reduce costs.
Recovering some costs from retired assets (e.g. selling off).
Seeking third-party sources for investment (e.g. climate action grants/funds,
partnership funding).
Considering flexibility in climate commitments to reduce cost pressures on customers.
Impacts from mitigating the risk:
We could potentially incur increased expenditure
(Opex) to manage public perception of our
investments to mitigate reputational impacts
(e.g. raising profile of our opportunities).
Impacts of the unmitigated risk:
Public perception of our investments and
expenditure could result in negative impacts on
our reputation if our decisions and investments
do not align with customer priorities (see also our
‘Challenges balancing trade-offs’ policy
transition risk).
We could incur penalties if we failed to support
customers in need / vulnerable customers
suffering from high bills.
Key – Strategic priorities
Risk Opportunity
High Medium Low Increasing Stable Decreasing
84 Annual Report and Accounts 2023 | Pennon Group plc
Potential risks and opportunities Examples of our actions to mitigate risks and realise opportunities Primary financial and reputational impacts to
our business
Type as defined by TCFD
Market Risks
Relevant time horizon
of risk
Short and medium term
In the short term the risk is
primarily driven by limited
supply of renewable energy
and low-carbon materials (due
to past under investment in
infrastructure and materials
across the UK and beyond),
over the medium term the
risk will be increasingly
driven by high demand for
renewable energy and low-
carbon materials.
Current Risk Rating
Increased costs of energy and materials due to the transition to Net Zero, impacts of climate change, and
wider factors: Increases in costs of energy sources and input materials - influenced by the Net Zero transition
and/or impacts of climate change and compounded by geopolitical events and macro-economic conditions (e.g.
such as high inflation). Some examples include:
Record high price for electricity, particularly 100% renewable electricity/REGOs, which may remain in high
demand/ limited supply.
Price of liquid fuels and gas increasing due to transition to Net Zero and geopolitical events.
Price of chemicals and construction materials (e.g. cement, steel) increasing as energy prices increase and
in some cases as carbon reduction measures increase across supply chains (adding costs to production of
materials In the short/medium term).
Price of some technologies for generating renewable electricity has increased due to high
demand/limited supply.
Managing cost of energy:
Current actions:
Generation of renewable energy by Pennon, including exploring additional options and
power purchase agreements (PPAs).
Increasing efficiency to reduce energy demand (e.g. enhance energy efficiency, reduce
leakage - see our ‘resource efficiency’ opportunity).
Electricity price hedging.
Future actions:
Fuel switching (e.g. eliminating fossil fuels for alternatives, at lower cost where possible).
Changing operational practices to reduce energy use/ energy expenditure (e.g. taking
advantage of off-peak electricity pricing).
Exploring options which require less energy (e.g. nature-based solutions).
Action taken by Government and wider actors to increase energy security and supply of
low -carbon energy.
Managing cost of input materials:
Current actions:
procurement strategies to reduce cost (e.g. competitive pricing).
Future actions:
Increasing efficiency to reduce material use and light-weighting/reducing
material consumption.
Enhancing supply chain resilience (e.g. diversifying suppliers to reduce cost).
Investing in innovation to use different chemicals and materials.
Impacts from mitigating the risk:
We could incur increased expenditure (Capex and
Opex) due to investment in generating renewable
energy or using alternative/low-carbon materials.
Some of these costs could be recoverable through
the regulatory system, and in some cases there
will be a return on investment (see our ‘energy
source’ and ‘markets’ climate opportunities).
Impacts of the unmitigated risk:
We could incur increased expenditure (Capex and
Opex) due to increased cost of energy/REGOs
and materials.
We may be limited in our ability to reduce our
carbon emissions.
Type as defined by TCFD
Reputational Risks
Relevant time horizon
of risk
Short and medium term
In the short term customers
and stakeholders are primarily
concerned about impacts on
water quality and
aquatic environments.
Over time it is likely that
customers and stakeholders
will have higher concern for
carbon emissions and other
sustainability objectives.
Current Risk Rating
Negative public and stakeholder relations due to Pennon failing to be a seen as a leader in environmental
sustainability: Negative perception from the public/stakeholders/regulators, possibly linked to a major climate-
related incident/event/failure. Some examples include:
Public concern about climate-induced pollution events and sewer overflows (e.g. after storms linked to
climate change).
Customers and stakeholders concerned about the environmental impact of abstraction and wastewater
discharge in response to the climate adaptation agenda.
Asymmetry of information which customers notice, for example less focus on our action to reduce carbon and
more focus on activities which may be seen as high energy, such as desalination (even though desalination
would be powered by renewable energy). Greater media coverage of negative impacts more than positive
actions compounds this risk.
Shifts in stakeholder/customer expectations related to carbon and climate which are difficult for Water
companies to manage.
Stakeholder and customer dissatisfaction if Pennon fails to meet Net Zero commitments.
Managing public and stakeholder relations:
Current actions:
Risk management practices.
Investment to reduce key risks, including our WaterFit programme.
Net Zero programme.
Environmental programmes (e.g. Water Industry National Environment
Programme – WINEP).
Customer and stakeholder engagement/public relations.
Community outreach and educational programmes.
Engagement and pilots to test and build customer acceptability for schemes.
ESG and sustainability initiatives.
‘6 capitals’ considered in decision making.
Future actions:
Consider applying an internal carbon price to consider full costs and benefits of decisions.
Consider new ways to enhance engagement with customers and communities and increase
engagement and raise profile of positive actions (e.g. tree planting).
Impacts from mitigating the risk:
We could potentially incur increased
expenditure (Opex) to manage stakeholder
relations and public perception to mitigate
reputational impacts.
Impacts of the unmitigated risk:
Public perception of our environmental actions
and performance could result in negative impacts
on our reputation (see also our ‘Challenges
balancing trade-offs’ policy transition risk).
Type as defined by TCFD
Reputational Risks
Relevant time horizon
of risk
Short and medium term
The need for additional
investment to meet the Net
Zero and climate adaptation
challenges will likely continue
to impact across the medium
term, particularly if global
climate action is slow and the
physical impacts are greater.
Current Risk Rating
Customer affordability and fairness concerns for achieving Net Zero and adapting to climate change:
Affordability for customers and questions around fairness become very challenging, even with Government
contribution to water and wastewater bills (this is compounded by cost-of-living pressures). This risk includes:
Large investment needs related to climate change, which could result in dissatisfaction from customers
and stakeholders.
Questions relating to fairness for paying for climate adaptation, for example high costs/Impacts being imposed
on residents in Cornwall and Devon due to greater exposure to coastal change, whereas other water companies
may not have as high costs/impacts.
Multiple agendas and misalignment from different Government departments and regulators requiring increased
investment from water companies.
Managing customer affordability:
Current actions:
Secured Government contribution to customers’ bills.
Customer and stakeholder engagement/public relations (including engaging with regulators
and Government about sharing costs etc.), including community outreach and educational
programmes to help explain need for investment in climate action.
Seeking return on investment for actions taken to manage climate change.
Arrangements with/requirements on suppliers to cover some costs (e.g. building and
vehicle leases).
Procurement strategies to reduce costs (e.g. competitive tendering, joint ventures etc.)
Support programmes and social tariffs for customers struggling to pay bills.
Phased investment in climate adaptation and Net Zero over time to reduce pressures
on bills.
Exploring actions to reduce costs across the business.
Becoming more efficient to reduce costs and impacts on customer bills.
Exploring innovative tariffs to ensure fair bills.
Future actions:
Innovation programme seeking to reduce costs.
Recovering some costs from retired assets (e.g. selling off).
Seeking third-party sources for investment (e.g. climate action grants/funds,
partnership funding).
Considering flexibility in climate commitments to reduce cost pressures on customers.
Impacts from mitigating the risk:
We could potentially incur increased expenditure
(Opex) to manage public perception of our
investments to mitigate reputational impacts
(e.g. raising profile of our opportunities).
Impacts of the unmitigated risk:
Public perception of our investments and
expenditure could result in negative impacts on
our reputation if our decisions and investments
do not align with customer priorities (see also our
‘Challenges balancing trade-offs’ policy
transition risk).
We could incur penalties if we failed to support
customers in need / vulnerable customers
suffering from high bills.
Pennon Group plc | Annual Report and Accounts 2023 85
Strategic Report Governance Financial Statements Other information
TCFD continued
Potential risks and opportunities Examples of our actions to mitigate risks and realise opportunities Primary financial and reputational
impacts to our business
Climate-related opportunities
Type as defined by TCFD
Resilience
Relevant time horizon of risk
Short, medium, and long term
Enhancing resilience to climate change and
extreme weather events is of high relevance today,
with increasing likelihood and magnitude of risk
over each horizon.
Current opportunity rating
Enhancing resilience across Pennon’s operations, asset base, and supply chain to
avoid costs and enhance value: Opportunity to invest in enhancing resilience across
Pennon’s business and supply chain, in some cases saving costs (e.g. avoided damage
to assets, avoided losses in revenue, avoided penalties on ODIs and GSS) and enhancing
company reputation and value. Some examples include:
Enhancing Pennon’s resilience by investing in climate change adaptation e.g. investing
in drought and flood prevention measures to avoid customer disruption/ penalties/
compensation payments and avoid asset damage.
Enhancing supply chain resilience by investing in buffers/storage for critical resources,
diversifying suppliers, replacing suppliers who have high climate risks, thereby reducing
potential risks and costs associated with supply chain disruption and delays.
Enhancing Pennon’s resilience:
Current actions:
Investment in diversifying water sources, including desalination and repurposing ex quarries and mines
Pursuing new reservoir capacity through regulatory frameworks.
Company resilience planning.
Climate risk assessments and climate adaptation planning.
Engaging stakeholders and regulators and customers.
Investments in response and recovery to operational disruption.
Generation of renewable energy by Pennon, including exploring additional options and power purchase
agreements (PPAs) (see our ‘market’ transition risk).
Future actions:
Actions to adapt to climate change (e.g. enhancing drought resilience) and to mitigate climate risks
.
Enhancing supply chain resilience:
Current actions:
Enhancing capacity within Pennon to reduce reliance on suppliers (e.g. generating renewable energy - see
our ‘energy source’ opportunity).
Existing storage and buffers for resources (e.g. chemical storage, parts storage).
Existing diversity in suppliers.
Future actions:
Actions to enhance supply chain resilience
(e.g. diversifying suppliers/ location of suppliers) - see also our
actions for managing supply chain under our ‘technology’ risks.
Procurement strategies (e.g. requirements on suppliers to meet ESG criteria/ low climate risks).
Investments in response and recovery to supply chain disruption.
Potential to reduce and avoid costs
(Opex) and enhance our reputation
by preventing disruptions to our
services. We could also incur
reduced penalties/ increased
rewards for performance on ODIs
(e.g. supply interruptions, leakage,
and water quality), therefore
increasing our revenue.
However, this requires significant
investment (Opex and Capex),
including strengthening our
infrastructure and enhancing our
adaptive capacity. Some of these
costs could be recoverable through
the regulatory system.
We will need to manage the carbon
footprint associated with schemes
related to climate resilience.
Type as defined by TCFD
Energy Source
Relevant time horizon of risk
Short and medium term
This opportunity is of high relevance to meet our
2030 Net Zero target, with continued relevance Into
the medium and long term due to Increasing market
risks to energy pricing and resilience of energy
supply as physical risks increase In magnitude and
likelihood over each horizon.
Current opportunity rating
Reducing carbon and enhancing energy resilience and revenue by using and
generating renewable energy: Opportunities to lower carbon emissions by using
renewable energy and opportunities to invest in renewable energy generation which can
lower our carbon emissions, enhance our energy resilience (e.g. less reliance on energy
suppliers), and enhance our revenue through sale of renewable energy.
Some examples include:
South West Water’s commitment to purchase 100% renewable electricity from
2022 onwards.
Generating renewable energy on Pennon’s sites and through partnerships (e.g. PPAs)
such as through generating energy from wastewater and sludge, and generating
electricity through solar and wind.
Deploying our £160m capital allocation to renewables.
Switching fuels to lower-carbon sources, such as switching diesel to renewable electricity
and HVO as a transition fuel.
Using renewable energy:
Current actions:
Procurement strategy for renewable energy to minimise the impact of increasing costs of energy.
Supply contract for 100% renewable energy by 2023 for South West Water (currently excludes newly
integrated Bristol Water operations).
Generation of renewable energy by Pennon, Including exploring additional options and power purchase
agreements (PPAs).
Net Zero programme.
Prioritising investment to deliver highest carbon reduction.
Seeking return on investment (ROI) where possible.
Investment in generating renewable energy.
Future actions:
Trialling low-carbon fuels.
Innovation programme (e.g. exploring options to generate and recover energy from sewers).
Engagement with potential partners for PPAs.
Establishing the commercial and legal arrangements to co-fund renewable energy investments.
We could incur increased
expenditure (Capex and Opex)
due to investment in generating
renewable energy, however this
has potential to reduce our
carbon footprint.
Some of these costs could
be recoverable through the
regulatory system).
Investment in renewables
could reduce expenditure
(Opex) in the long term if
electricity prices continue to
rise (see our ‘market’ transition
risk and ‘market’ opportunity).
We could enhance our revenue
through selling renewable energy.
We will need to manage the
carbon footprint associated with
generating renewable energy.
Type as defined by TCFD
Markets
Relevant time horizon of risk
Short and medium term
In the short term the opportunity is more focused
on financing to achieve Net Zero and current
physical risks; over the medium and long term the
opportunity will increasingly focus on environmental
targets and climate change resilience to long
term challenges.
Current opportunity rating
Generating value and reducing our financing costs through sustainable financing:
Opportunity to reduce our cost of finance (and avoid cost increases) through access to
sustainable financing and generation of green financial assets. Our Sustainable Finance
Framework is part of our strategy for taking action on climate change, and our approach is
evolving as policy and markets change and information becomes available. We are exploring
the implications for our business, including regulatory developments such as the EU
Taxonomy/UK Green Taxonomy.
Sustainable finance:
Current actions:
Sustainable financing framework.
TCFD and TNFD programme.
Investigating requirements to access sustainable finance markets.
Procurement and finance strategies.
ESG initiatives.
Future actions:
Establishing commercial and legal arrangements for buying and selling green financial assets/credits.
Future disclosure/ESG initiatives (e.g. EU/UK taxonomy, Taskforce on Nature-related Financial Disclosures,
ISSB, Transition Plans/TPT).
Exploring opportunities to attract third-party funding.
Through sustainable financing,
we have potential to reduce our
expenditure by avoiding cost
increases related to financing/ cost
of capital.
We also have potential to enhance
our reputation and mitigate
reputational risks (see our
‘reputation’ transition risks).
Key – Strategic priorities
Risk Opportunity
High Medium Low Increasing Stable Decreasing
86 Annual Report and Accounts 2023 | Pennon Group plc
Potential risks and opportunities Examples of our actions to mitigate risks and realise opportunities Primary financial and reputational
impacts to our business
Climate-related opportunities
Type as defined by TCFD
Resilience
Relevant time horizon of risk
Short, medium, and long term
Enhancing resilience to climate change and
extreme weather events is of high relevance today,
with increasing likelihood and magnitude of risk
over each horizon.
Current opportunity rating
Enhancing resilience across Pennon’s operations, asset base, and supply chain to
avoid costs and enhance value: Opportunity to invest in enhancing resilience across
Pennon’s business and supply chain, in some cases saving costs (e.g. avoided damage
to assets, avoided losses in revenue, avoided penalties on ODIs and GSS) and enhancing
company reputation and value. Some examples include:
Enhancing Pennon’s resilience by investing in climate change adaptation e.g. investing
in drought and flood prevention measures to avoid customer disruption/ penalties/
compensation payments and avoid asset damage.
Enhancing supply chain resilience by investing in buffers/storage for critical resources,
diversifying suppliers, replacing suppliers who have high climate risks, thereby reducing
potential risks and costs associated with supply chain disruption and delays.
Enhancing Pennon’s resilience:
Current actions:
Investment in diversifying water sources, including desalination and repurposing ex quarries and mines
Pursuing new reservoir capacity through regulatory frameworks.
Company resilience planning.
Climate risk assessments and climate adaptation planning.
Engaging stakeholders and regulators and customers.
Investments in response and recovery to operational disruption.
Generation of renewable energy by Pennon, including exploring additional options and power purchase
agreements (PPAs) (see our ‘market’ transition risk).
Future actions:
Actions to adapt to climate change (e.g. enhancing drought resilience) and to mitigate climate risks
.
Enhancing supply chain resilience:
Current actions:
Enhancing capacity within Pennon to reduce reliance on suppliers (e.g. generating renewable energy - see
our ‘energy source’ opportunity).
Existing storage and buffers for resources (e.g. chemical storage, parts storage).
Existing diversity in suppliers.
Future actions:
Actions to enhance supply chain resilience
(e.g. diversifying suppliers/ location of suppliers) - see also our
actions for managing supply chain under our ‘technology’ risks.
Procurement strategies (e.g. requirements on suppliers to meet ESG criteria/ low climate risks).
Investments in response and recovery to supply chain disruption.
Potential to reduce and avoid costs
(Opex) and enhance our reputation
by preventing disruptions to our
services. We could also incur
reduced penalties/ increased
rewards for performance on ODIs
(e.g. supply interruptions, leakage,
and water quality), therefore
increasing our revenue.
However, this requires significant
investment (Opex and Capex),
including strengthening our
infrastructure and enhancing our
adaptive capacity. Some of these
costs could be recoverable through
the regulatory system.
We will need to manage the carbon
footprint associated with schemes
related to climate resilience.
Type as defined by TCFD
Energy Source
Relevant time horizon of risk
Short and medium term
This opportunity is of high relevance to meet our
2030 Net Zero target, with continued relevance Into
the medium and long term due to Increasing market
risks to energy pricing and resilience of energy
supply as physical risks increase In magnitude and
likelihood over each horizon.
Current opportunity rating
Reducing carbon and enhancing energy resilience and revenue by using and
generating renewable energy: Opportunities to lower carbon emissions by using
renewable energy and opportunities to invest in renewable energy generation which can
lower our carbon emissions, enhance our energy resilience (e.g. less reliance on energy
suppliers), and enhance our revenue through sale of renewable energy.
Some examples include:
South West Water’s commitment to purchase 100% renewable electricity from
2022 onwards.
Generating renewable energy on Pennon’s sites and through partnerships (e.g. PPAs)
such as through generating energy from wastewater and sludge, and generating
electricity through solar and wind.
Deploying our £160m capital allocation to renewables.
Switching fuels to lower-carbon sources, such as switching diesel to renewable electricity
and HVO as a transition fuel.
Using renewable energy:
Current actions:
Procurement strategy for renewable energy to minimise the impact of increasing costs of energy.
Supply contract for 100% renewable energy by 2023 for South West Water (currently excludes newly
integrated Bristol Water operations).
Generation of renewable energy by Pennon, Including exploring additional options and power purchase
agreements (PPAs).
Net Zero programme.
Prioritising investment to deliver highest carbon reduction.
Seeking return on investment (ROI) where possible.
Investment in generating renewable energy.
Future actions:
Trialling low-carbon fuels.
Innovation programme (e.g. exploring options to generate and recover energy from sewers).
Engagement with potential partners for PPAs.
Establishing the commercial and legal arrangements to co-fund renewable energy investments.
We could incur increased
expenditure (Capex and Opex)
due to investment in generating
renewable energy, however this
has potential to reduce our
carbon footprint.
Some of these costs could
be recoverable through the
regulatory system).
Investment in renewables
could reduce expenditure
(Opex) in the long term if
electricity prices continue to
rise (see our ‘market’ transition
risk and ‘market’ opportunity).
We could enhance our revenue
through selling renewable energy.
We will need to manage the
carbon footprint associated with
generating renewable energy.
Type as defined by TCFD
Markets
Relevant time horizon of risk
Short and medium term
In the short term the opportunity is more focused
on financing to achieve Net Zero and current
physical risks; over the medium and long term the
opportunity will increasingly focus on environmental
targets and climate change resilience to long
term challenges.
Current opportunity rating
Generating value and reducing our financing costs through sustainable financing:
Opportunity to reduce our cost of finance (and avoid cost increases) through access to
sustainable financing and generation of green financial assets. Our Sustainable Finance
Framework is part of our strategy for taking action on climate change, and our approach is
evolving as policy and markets change and information becomes available. We are exploring
the implications for our business, including regulatory developments such as the EU
Taxonomy/UK Green Taxonomy.
Sustainable finance:
Current actions:
Sustainable financing framework.
TCFD and TNFD programme.
Investigating requirements to access sustainable finance markets.
Procurement and finance strategies.
ESG initiatives.
Future actions:
Establishing commercial and legal arrangements for buying and selling green financial assets/credits.
Future disclosure/ESG initiatives (e.g. EU/UK taxonomy, Taskforce on Nature-related Financial Disclosures,
ISSB, Transition Plans/TPT).
Exploring opportunities to attract third-party funding.
Through sustainable financing,
we have potential to reduce our
expenditure by avoiding cost
increases related to financing/ cost
of capital.
We also have potential to enhance
our reputation and mitigate
reputational risks (see our
‘reputation’ transition risks).
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Climate-related opportunities continued
Potential risks and opportunities Examples of our actions to mitigate risks and realise opportunities Primary financial and
reputational impacts to
our business
Type as defined by TCFD
Resource Efficiency
Relevant time horizon of risk
Short and medium term
In the short and medium term,
investment in resource efficiency Is
central to many of our options and
decisions In our business plan and
WRMP’s best value plan. This will
enhance our resilience, our ability
to meet our environmental and our
Net Zero targets and enhance our
revenue over the medium and
long term.
Current opportunity rating
Saving water, energy, materials, and carbon by enhancing efficiency, using low-carbon and nature-
based solutions, and reducing emissions across Pennon’s supply chain: Opportunities to invest in
enhancing efficiency and reduce wastage of water, energy, and materials, opportunities to use low-carbon
construction, approaches, and nature-based solutions, and opportunity to work with suppliers to reduce
their carbon footprints and enhance their sustainability. Some examples include:
Pennon’s leakage reduction programme, water efficiency programme, smart metering, rainwater
harvesting, grey water, incentivising customers to use less hot and cold water.
Enhancing efficiency of process equipment (reducing energy use and chemical use), energy-saving
measures for buildings and transport.
Substituting construction materials for low-carbon alternatives, local sourcing of materials, enhancing
efficiency of material use in construction.
Using technology to avoid high-carbon interventions, such as using Real Time Control in sewers to
increase operational capacity instead of constructing bigger sewers (see also our ‘technology’ risk).
Constructing wetlands for wastewater treatment and sustainable drainage systems (SuDS) to reduce
capital and operational carbon.
Removing carbon from the atmosphere through investing in marine carbon opportunities, restoring
peatlands, tree planting, and soil and grassland activities.
Working with suppliers to reduce their carbon footprints and enhance their sustainability, and opportunity
to access new suppliers with high ESG credentials.
Enhancing water efficiency:
Current action:
Demand management and water efficiency programme (within Pennon’s own operations and across
customer networks), including Per Capita Consumption (PCC) reductions and leakage reduction strategy.
Smart metering.
Customer education/outreach.
Communications around carbon.
Farm water efficiency and resilience project – 1,000 pond nature-based solutions.
Future actions:
Rainwater harvesting,
Incentivising customers
to use less water.
Considering applying an internal carbon value to consider full costs and benefits of decisions.
Extend real-time monitoring and control.
Enhancing process, building, and transport efficiency:
Current actions:
Actions to enhance process efficiency.
Energy efficiency programme for Pennon’s buildings.
Requirements in leases for efficient buildings.
Changes to operational practices to reduce need for travel (e.g. remote monitoring and control).
Procurement/leasing of efficient vehicles.
Future actions:
Investments in innovation to enhance efficiency.
Changes to operational practices to enhance efficiency (e.g. real time monitoring and control).
Partnerships with suppliers/ outsourcing specific operations.
Employee carpooling.
Light-weighting vehicles.
Considering applying an internal carbon value to consider full costs and benefits of decisions.
Using low-carbon solutions:
Current actions:
Implementing capital carbon accounting.
Future actions:
Net Zero programme
(embodied carbon initiatives),
Engagement with supply chain.
Procurement strategies (e.g. requirements on suppliers).
Innovation programme (e.g. exploring alternative materials and approaches).
Collaborations with supply chain (e.g. optioneering to reduce embodied carbon).
Learning from other companies in UK and internationally.
Considering applying an internal carbon value to consider full costs and benefits of decisions.
Using nature-based solutions:
Current actions:
Embedding natural capital into decision making.
Investing in innovation and piloting.
Future actions:
Establishing partnerships with stakeholders (e.g. landowners; see our Upstream Thinking catchment
management programme).
Collaborations with supply chain (e.g. optioneering considering nature-based solutions).
Learning from other companies in UK and internationally,
Considering applying an internal carbon value to consider full costs and benefits of decisions.
Potential to reduce our carbon
footprint and our Opex in some
cases where there are cost savings
from resource efficiency.
However this requires significant
investment (Opex and Capex),
including additional monitoring,
metering, and capital projects.
Some of these costs could
be recoverable through the
regulatory system.
We will need to manage the
carbon footprint associated
with actions to realise resource
efficiency opportunities.
Reducing supply chain carbon:
Current actions:
Engaging with suppliers.
Future actions:
Procurement strategies (e.g. requirements on suppliers to meet ESG criteria/ low climate risks,
reduce emissions),
Learning from other companies in UK and internationally,
Diversifying supply chain to lower emissions/risks,
Sourcing locally where possible.
Life cycle assessment requirements for suppliers.
TCFD continued
Key – Strategic priorities
Risk Opportunity
High Medium Low Increasing Stable Decreasing
88 Annual Report and Accounts 2023 | Pennon Group plc
Climate-related opportunities continued
Potential risks and opportunities Examples of our actions to mitigate risks and realise opportunities Primary financial and
reputational impacts to
our business
Type as defined by TCFD
Resource Efficiency
Relevant time horizon of risk
Short and medium term
In the short and medium term,
investment in resource efficiency Is
central to many of our options and
decisions In our business plan and
WRMP’s best value plan. This will
enhance our resilience, our ability
to meet our environmental and our
Net Zero targets and enhance our
revenue over the medium and
long term.
Current opportunity rating
Saving water, energy, materials, and carbon by enhancing efficiency, using low-carbon and nature-
based solutions, and reducing emissions across Pennon’s supply chain: Opportunities to invest in
enhancing efficiency and reduce wastage of water, energy, and materials, opportunities to use low-carbon
construction, approaches, and nature-based solutions, and opportunity to work with suppliers to reduce
their carbon footprints and enhance their sustainability. Some examples include:
Pennon’s leakage reduction programme, water efficiency programme, smart metering, rainwater
harvesting, grey water, incentivising customers to use less hot and cold water.
Enhancing efficiency of process equipment (reducing energy use and chemical use), energy-saving
measures for buildings and transport.
Substituting construction materials for low-carbon alternatives, local sourcing of materials, enhancing
efficiency of material use in construction.
Using technology to avoid high-carbon interventions, such as using Real Time Control in sewers to
increase operational capacity instead of constructing bigger sewers (see also our ‘technology’ risk).
Constructing wetlands for wastewater treatment and sustainable drainage systems (SuDS) to reduce
capital and operational carbon.
Removing carbon from the atmosphere through investing in marine carbon opportunities, restoring
peatlands, tree planting, and soil and grassland activities.
Working with suppliers to reduce their carbon footprints and enhance their sustainability, and opportunity
to access new suppliers with high ESG credentials.
Enhancing water efficiency:
Current action:
Demand management and water efficiency programme (within Pennon’s own operations and across
customer networks), including Per Capita Consumption (PCC) reductions and leakage reduction strategy.
Smart metering.
Customer education/outreach.
Communications around carbon.
Farm water efficiency and resilience project – 1,000 pond nature-based solutions.
Future actions:
Rainwater harvesting,
Incentivising customers
to use less water.
Considering applying an internal carbon value to consider full costs and benefits of decisions.
Extend real-time monitoring and control.
Enhancing process, building, and transport efficiency:
Current actions:
Actions to enhance process efficiency.
Energy efficiency programme for Pennon’s buildings.
Requirements in leases for efficient buildings.
Changes to operational practices to reduce need for travel (e.g. remote monitoring and control).
Procurement/leasing of efficient vehicles.
Future actions:
Investments in innovation to enhance efficiency.
Changes to operational practices to enhance efficiency (e.g. real time monitoring and control).
Partnerships with suppliers/ outsourcing specific operations.
Employee carpooling.
Light-weighting vehicles.
Considering applying an internal carbon value to consider full costs and benefits of decisions.
Using low-carbon solutions:
Current actions:
Implementing capital carbon accounting.
Future actions:
Net Zero programme
(embodied carbon initiatives),
Engagement with supply chain.
Procurement strategies (e.g. requirements on suppliers).
Innovation programme (e.g. exploring alternative materials and approaches).
Collaborations with supply chain (e.g. optioneering to reduce embodied carbon).
Learning from other companies in UK and internationally.
Considering applying an internal carbon value to consider full costs and benefits of decisions.
Using nature-based solutions:
Current actions:
Embedding natural capital into decision making.
Investing in innovation and piloting.
Future actions:
Establishing partnerships with stakeholders (e.g. landowners; see our Upstream Thinking catchment
management programme).
Collaborations with supply chain (e.g. optioneering considering nature-based solutions).
Learning from other companies in UK and internationally,
Considering applying an internal carbon value to consider full costs and benefits of decisions.
Potential to reduce our carbon
footprint and our Opex in some
cases where there are cost savings
from resource efficiency.
However this requires significant
investment (Opex and Capex),
including additional monitoring,
metering, and capital projects.
Some of these costs could
be recoverable through the
regulatory system.
We will need to manage the
carbon footprint associated
with actions to realise resource
efficiency opportunities.
Reducing supply chain carbon:
Current actions:
Engaging with suppliers.
Future actions:
Procurement strategies (e.g. requirements on suppliers to meet ESG criteria/ low climate risks,
reduce emissions),
Learning from other companies in UK and internationally,
Diversifying supply chain to lower emissions/risks,
Sourcing locally where possible.
Life cycle assessment requirements for suppliers.
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Strategic Report Governance Financial Statements Other information
1. The IPCC’s Representative Concentration Pathways from the IPCC’s 5th assessment (2014)
Key assumptions
For our scenario
analysis, the following
assumptions for all
scenarios were made:
Scenarios focus on the
UK policy and regulatory
context and are semi-
independent of global action
and temperature pathways.
It is assumed that the current
high energy prices remain high
throughout this decade.
The Government’s ambition
around environmental protection
and conservation remains
high, regardless of the pace
of transition.
No significant change to Pennon
Group’s business activities.
Population in our region
increases by 0.4 million by 2050,
overall water demand remains
unchanged from today (due to
leakage reduction and water
efficiency measures), and overall
volume of wastewater treated
remains unchanged from today
(due to actions taken to reduce
surface water flows to sewers).
RCP2.6
1
: Lower Physical Impacts
An approximate 2°C warming scenario by the
year 2100 – corresponding to a low emissions
optimistic’ scenario.
1.5 degree scenario: Fast Transition
A scenario which sees the UK as a global leader
with strong policies and actions to mitigate
climate, aligned with the Paris Agreement.
Policy ambition
1.5ºC
Government policy
Immediate and smooth
Technology change
Fast change
RCP8.5
1
: High Physical Impacts
An approximate 4°C warming scenario by
the year 2100 – corresponding to a high
emissions ‘business-as-usual’ scenario, which is
appropriate to use when considering high risks.
‘Current policies’ scenario: Slow
Transition
A scenario which sees the UK make incremental
progress to mitigate climate change, but
assumes no major policy changes and results in
missing the aims of the Paris Agreement.
Policy ambition
3ºC+
Government policy
None – current policies
Technology change
Slow change
Physical risk scenarios
Transition risk scenarios
Climate scenario analysis
Scenarios
In alignment with the TCFD guidance, we have assessed the risks and
opportunities associated with climate change and the transition to a
Net Zero climate-resilient economy. We have used plausible contrasting
scenarios to explore the potential range of impacts in the future and in
turn the possible range in our strategic responses required to mitigate
risks and build adaptive capacity in an uncertain future. Our physical
risk scenarios are informed by the IPCC’s Representative Concentration
Pathways (RCPs) from the IPCC’s 5th assessment (2014), including a
high and a low emissions scenario, which are also used as the basis
for planning by Ofwat as part of our PR24 methodology. Our transition
scenarios are informed by high and low levels of socio-economic drivers
surrounding policy ambition, the speed at which policy is implemented,
and the pace of technological advancement, which map onto ‘fast’
and ‘slow’ transition scenarios. We have selected these contrasting
scenarios as they span a range of possible futures, and present different
challenges and opportunities for our business. We will continue to re-
visit our scenario analysis in future, including considering the merit in
selecting additional scenarios.
Our scenarios can be defined as follows:
TCFD continued
Short-, medium- and long-term horizons
In determining our strategy, we have processes in place for identifying, assessing, and responding to climate-related risks and opportunities. In shaping
the strategy, we consider short-, medium-, and long-term horizons.
Short-term – 1 to 10 years
Over this horizon we define key targets (operational, financial, sustainability) and we consider changing regulatory frameworks and emerging
Government policies. We develop business plans every 5 years, defining our actions and investments over this period. Operational risks are planned
and budgeted for over this time frame and planning begins during this period for the next regulatory period. Our operational Net Zero 2030
commitment falls within this time horizon, as well as the price review in 2029 (PR29). Transition risks and opportunities are likely to have the largest
impacts to our business across this period, with physical risks projected to increase over time.
Medium-term – 10 to 30 years
Water and wastewater treatment assets have a typical life of up to 30 years and will therefore be reviewed relative over this horizon. Our WRMP
and DWMP strategic plans consider requirements across this period. Major projects and operational plans will be renewed and managed over this
time frame to ensure projects meet the correct regulatory period plans. Our 2045 total Net Zero target falls within this horizon, as well as the UK’s
2050 Net Zero target, which will continue to present emerging policy and market changes. Transition risks and physical risks will both impact our
business across this period to varying levels depending on global GHG emissions and the Net Zero pathway taken by the UK and globally.
Long-term – 30 to 100 years
Typically for longer-term strategic direction, risk, and resilience planning. Investment requirements for our long-life assets are considered such as
mains pipes and reservoirs. Over this time period the planet is currently projected to warm by over 3°C, however there is much uncertainty related
to the effectiveness of global climate change mitigation. Physical climate risks are likely to have the largest impacts to our business over this
time horizon.
90 Annual Report and Accounts 2023 | Pennon Group plc
Physical risks
Approach taken
The Group undertook qualitative scenario analysis in 2021 considering
the financial implications of physical climate risks for South West
Water under two climate scenarios based on the IPCC’s Representative
Concentration Pathway (RCP) scenarios. Potential material financial
impacts were considered over the 10-year horizon to 2030, aligning with
the Group’s regulatory financial viability testing. Material impacts on our
business and strategy were considered over the time horizon to 2050
– aligning with a medium-term view of climate change impacts before
uncertainty increases beyond 2050. We have extended our analysis to
cover Bristol Water (acquired June 2021) within this disclosure.
Impacts
This section discusses impacts under each physical risks scenario of
RCP2.6 and RCP8.5.
Climate resilience will require increased expenditure and
investment. The most significant financial impacts for the Group
are on our expenditures (Opex and Capex), to mitigate against future
climate risks by increasing capacity for water supply infrastructure;
managing drought conditions and water demand; improving water and
wastewater treatment and odour management; improving operational
resilience to flooding, saline intrusion and storms; and enhancing our
Upstream and Downstream Thinking programmes. These financial
impacts would be significantly greater under the higher emissions
scenario over the long-term horizon as they will require higher levels
of adaptive capacity, although adaptive planning will seek to minimise
this impact by identifying low-regret options under both high and
low emissions scenarios to inform investment decisions. These costs
could be recoverable through the regulatory system.
Investments in our natural capital will be central to climate
adaptation. Within the water industry, healthy and functioning
ecosystems are critical for resilient operations. Therefore, the
risks to Pennon’s infrastructure are affected by risks to the natural
environment. Accordingly, increased expenditures (Opex and Capex)
include heavy investment in our natural capital schemes, catchment
management, partnerships, and research and development in this
area, as well as implementing our comprehensive Biodiversity Strategy
and Environment Plan 2050.
Climate impacts will affect our ability to meet performance
commitments and objectives. The Group could also be impacted
financially by Outcome Delivery Incentive (ODIs) penalties and
rewards due to potential failure to achieve performance commitments
as part of the regulatory framework, further resulting in negative
impacts to our reputation. This impact is more likely under the
higher emissions scenario over the long-term horizon due to higher
projected magnitude of climate impacts and frequency of extreme
weather events.
Investment required is high, but the cost of inaction is much
higher. The risk assessment clearly shows long-term significant
risks if the impacts of climate change are not mitigated. South West
Water operates over £6 billion of water assets and over £7 billion
wastewater assets all of which will be affected by climate change in
some way. The unmitigated risk would result in additional expenditure
(Opex and Capex) to recover from service interruptions and repair or
replace deteriorated assets. The unmitigated risk would result in more
frequent and greater ODI penalties. Although some of this will be at
our Company’s expense, wider flood protection investments will be
required by others to protect wide-ranging coastal assets.
Impacts are worse with every bit of additional warming. We
would experience these impacts for extreme events over all time
horizons, however these impacts would increase over each horizon
as extreme weather events increase in frequency and magnitude and
are compounded by higher average temperatures and drier summer
conditions. This trend is more pronounced for the higher emissions
scenario, particularly over the long-term horizon, where temperature
increases are projected to accelerate.
Our strategic response
Our strategy for managing physical climate risks and financial impacts is
underpinned by the following principles in order to maintain and improve
our Company’s performance to the year 2050:
Adapt to climate change
Enhance resilience
Innovate
Become more efficient
Collaborate
Balance investment
This will require significant action and investment by our Company,
as well as action by our supply chain partners and wider actors
(e.g. Government agencies, local authorities, and major land owners
in SW England).
Longer-term investment, as outlined in our strategic plans, will be
needed to manage future risks to acceptable/tolerable levels. The long-
term risk is significant and will require additional investment to mitigate
their effect. To achieve this, regulatory and Government support within
their policy frameworks will be needed.
The combined characteristics of low population density, high coastline
to land area ratio and tourism-based seasonal flux on water demand,
present a unique set of challenges. Through the years, by innovating,
investing, and adapting, we have achieved industry-leading results in
many areas of the business. The extensive programme of environmental
improvement with Upstream and Downstream Thinking catchment
management has resulted in some of the finest bathing waters in
Europe. This has been instrumental for us to tackle these challenges
and meet the expectations of our customers. Having seen record visitors
to our region following the COVID-19 pandemic, it is expected further
investment will be required to continue building on the progress made
by Pennon Group to protect the environment and our bathing waters.
Our strategic responses within our draft WRMP24 and DWMP23
for delivering reliable, efficient, and high-quality drinking water and
wastewater services is driven by best-value adaptive planning, as per
Ofwat’s final methodology for PR24. This means that, using the same
physical scenarios analysed here (RCP2.6 and RCP8.5), our draft
WRMP24 has developed adaptive investment programmes which: 1)
fulfil immediate and most probable future needs; 2) respond to external
pressures in the future with alternative investment options that are
triggered under specific conditions; 3) identify low- and least-regret
investments that enable future options or return benefits under the
broadest range of potential futures. Subsequently, our strategies for
mitigating climate risks and building adaptive capacity are similar under
the high and low emissions scenario in the short and medium term,
however, additional options will be required under the RCP8.5 scenario,
or options may need to be implemented earlier than the RCP2.6 scenario
over the long term. As part of our adaptive planning approach, we have
pre-defined trigger points and decision points to implement strategies
of the appropriate pathway sufficiently early, so that we can have a
pro-active and more resilient response to climate change - including
more opportunity to implement nature-based solutions - rather than
more costly reactive approaches which may have higher operational and
embodied carbon.
Compared to today, overall our revenue is unlikely to be impacted
significantly as we operate in a regulated environment funded through
Price Reviews. However, there is a higher risk of reduced regulatory
rewards and increased penalties (ODIs) due to climate change. Our
operating costs are likely to increase compared to today, and additional
capital investment will be required. The value of our assets and our cost
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Strategic Report Governance Financial Statements Other information
of capital would remain relatively unchanged compared to today if we
continue to enhance our resilience.
Transition risks
Approach taken
The Group undertook qualitative scenario analysis in 2022 considering
the financial implications of transition climate risks and opportunities
for South West Water (including Bristol Water) under the two transition
scenarios described earlier. The assessment considered impacts to
the year 2030; this time horizon was selected as it aligns with our
operational Net Zero target and there is much uncertainty beyond
this time with regards to changes to policy, technology, markets, and
public opinion.
Impacts - UK Slow Transition scenario
This scenario provides a challenging context for meeting our 2030
operational Net Zero target. In this scenario we have identified the
following main impacts for our business:
The cost to our business of achieving our 2030 Net Zero target
rises, andthere is less ability to recover costs through the
regulatory pricing system. This is compounded by the readiness
and higher costs for access to low-carbon technologies and related
skills (due to the UK’s underinvestment in this scenario), and increased
costs related to both our own renewable energy generation, and
the purchasing of green electricity from external suppliers (where
demand is likely to outstrip supply).
Meeting our 2030 target requires greater use of carbon offsets.
The enabling environment for decarbonisation is weaker and costs
are higher, which leads to slower progress in emissions reductions
across our business. As a result, the residual emissions that need to
be offset rise, which adds to our costs.
Environmental targets require additional energy use. New
guidance on targets for both nutrients and storm overflows will
require a significant increase in energy use and associated capital
and operational carbon. While nature-based solutions will form part of
the solution, there will be significant reliance on engineered solutions
due to potential inflexibility in regulation and deadlines to improve
outcomes. The increased energy and carbon use compounds
impacts above.
Reputational risks are significant and require careful
management. Some of our customers and stakeholders may have
differing priorities and preferences for actions to meet our 2030
target, for example regarding the increased use of carbon offsets.
Some may be highly sensitive to affordability, and increasingly
scrutinise our investment choices.
Opportunities are lower than the Fast Transition scenario.
Opportunities for our business remain, however, they are in
general more limited, and with lower return than in the Fast
Transition scenario. Increasing efficiency of energy and resource
use, and pursuing low-carbon energy alternatives are the primary
opportunities and can help to offset some of the additional energy
and carbon costs. There is also an opportunity to clearly identify and
communicate the synergies between environmental objectives and
the transition to a Net Zero business in order to increase support from
customers, stakeholders, and regulators.
Compared to today, overall our revenue is unlikely to be impacted
significantly in this scenario, but also our non-water revenue is less able
to grow. Our costs to achieve operational Net Zero may increase relative
to our current plans, however, early investment in decarbonising the
business to meet the 2030 target remains more cost-effective in the
long term (post 2030), and reduces the risk to our Company and our
customers from measures such as carbon pricing, as well safeguarding
our reputation on environment and climate change. The value of our
assets and our cost of capital would remain relatively unchanged
compared to today.
Impacts - UK Fast Transition Scenario
This scenario is more favourable to our business and to the UK’s Net
Zero goals, as it creates a more supportive enabling environment to
achieve our 2030 operational Net Zero target, however this may present
challenges balancing trade-offs between the agendas of Net Zero,
climate resilience, environmental protection, customer affordability, and
other objectives. In this scenario we have identified the following main
impacts for our business:
Cost to our business of achieving our 2030 Net Zero target is
lower than the Slow Transition scenario. There is much greater
regulatory support in order to support the step change in investment
required, with an increase in costs which can be recovered through
customers’ bills. The maturity of technology and associated business
models progresses rapidly, and helps to drive down costs across many
areas, including in renewables, resource efficiency, and demand-side
measures. Greater R&D programmes with gated investment and
piloting will minimise technology investment risks compared to the
Slow Transition scenario, where strategies could be more reactive
than proactive.
Access to the skills and resources needed is costly. There is very
high demand for low-carbon technologies, skills, and expertise across
the economy in this scenario, which significantly outpaces supply
(partly due to the UK’s past underinvestment and the time required
to develop supply chains). This adds to our costs associated with
decarbonisation, and risks delaying key projects.
Environmental targets require additional energy use. This impact
is the same as the Slow Transition scenario, however the regulatory
environment may be more favourable for nature-based solutions
(NBS) which can also sequester carbon, as there may be more
stringent carbon management requirements, and carbon markets
would also be stronger and provide more incentives for NBS.
Enhanced support to low-income customers may be needed.
Fairness in the distribution of the costs of the UK’s transition to Net
Zero is a key concern among stakeholders. Increased support to
some customers may be required, and our investments will need to be
carefully planned and phased to ensure they are efficient and avoid
sudden price impacts.
Opportunities are higher than the Slow Transition scenario. The
more favourable enabling environment means that our opportunities
are enhanced in this scenario, and they are easier to realise. There
are particular opportunities to further invest and innovate on energy
and resource efficiency, and to attract further investment through
sustainable finance opportunities.
Compared to today, overall our revenue is unlikely to be impacted
significantly in this scenario, but our non-water revenue has greater
potential to grow. Our costs to achieve Net Zero may remain largely
unchanged compared to today. The value of our assets may increase as
we decarbonise and enhance our natural capital, and our cost of capital
may decrease compared to today.
Our Strategic Response
Although there are important differences in the impacts between the
different transition scenarios, there are a number of common elements
which will require us to implement a common strategic response. The
relative importance of each, and specific elements within the response,
will vary across the two scenarios, but we have identified six key focus
areas which will enhance resilience to transition risks, and better position
the Group to take advantage of opportunities:
Investing in efficiency. Under both scenarios there are major carbon
savings that can be achieved by increasing efficiency, both in energy
use (for example more efficient pumping), reducing water losses,
and through the use of smart technology to enable more efficient
water supply and transmission systems. Some of these opportunities
will also reduce costs. We are currently investing in programmes to
further reduce energy use and carbon across our operations. This will
allow us to more rapidly progress to operational Net Zero and reduce
the cost of the transition.
Enhancing our energy resilience. We will continue to invest in
generating our own renewable energy to reduce our exposure to
energy prices and to enhance our options for energy supply, which is
favourable under both scenarios.
Enhancing our access to Green Economy resources. Across
both scenarios there will be a shortage of skills and resources across
key areas of the Green Economy that we will need to support our
transition. To manage this we will diversify our supply chain of low-
TCFD continued
92 Annual Report and Accounts 2023 | Pennon Group plc
carbon suppliers, and invest in a programme of internal capacity-
building to ensure access to the skills needed. We will also work with
partners across the industry and engage with peers, regulators, and
Government to enable rapid investment in the skills and capacity
needed to support Net Zero.
Engage and influence environmental targets and trade-offs.
New ambitious targets on nutrients and storm overflows will require
increased energy use and new infrastructure, and subsequently
higher operational and capital carbon. There is a trade-off between
action to meet these targets and action on decarbonisation, with
implications for the balance between nature-based, and engineering
solutions. We will engage in ongoing consultations on environmental
targets and strategies for meeting them, and seek clear guidance
on managing different trade-offs. We will advocate for policies which
enable flexibility and time to scale up nature-based solutions so we
can maximise co-benefits for our customers and the environment.
Enhance our stakeholder and customer engagement. There are
significant reputational risks associated with both scenarios, although
the balance of concerns will vary. We will develop plans for enhanced
programmes of engagement and communication with our customers
and stakeholders, in particular focusing on explaining the costs and
benefits of the investments we are making, potential trade-offs and
synergies between Net Zero and other environmental targets,
and affordability.
Pursue opportunities to deliver more value for customers and
shareholders. We will continue to pursue opportunities to reduce
costs and enhance sustainability. This includes reducing our financing
costs through our sustainable finance framework, investing in our
environmental programme which includes restoring ecosystems to
capture carbon, and working with partners and suppliers to enhance
our resilience and reduce emissions across our supply chain. We
will also continue to explore opportunities to enhance our revenue
through water resource options, selling renewable energy, and
markets for bioresources and natural capital.
Statement of resilience
There are clear impacts on our business under different climate
scenarios, in particular:
higher costs in the short term to meet our operational Net Zero target
by 2030 under the Slow Transition scenario.
higher costs in the short, medium, and long term under the RCP8.5
Higher Physical Impacts scenario.
Several of the strategic responses outlined above are already included in
our strategic plans and business plan, and we have confidence that our
Company has a range of strategic options to manage the impacts, can
take advantage of opportunities, and remain resilient under the different
climate scenarios considered. Further analysis, including quantitative
analysis is planned going forward to enhance Pennon’s confidence
related to resilience.
There will be the requirement to invest more to improve our resilience
to climate change and deliver Net Zero. Assets are likely to require
additional protection, and planning for new assets will require a greater
level of embedded climate resilience. Significant action and investment
will be required by our Company, as well as action by our supply chain
partners and wider actors (e.g. Government, local authorities, major
landowners/users, other providers of infrastructure and services).
Risk Management
Disclose how the organisation identifies, assesses, and manages climate-
related risks.
Recommended disclosures
Describe the organisation’s processes for identifying and
assessing climate-related risks.
Describe the organisation’s processes for managing climate-
related risks.
Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
organisation’s overall risk management.
The Group’s risk management framework is explained in detail on pages
52 to 62, including the methodology for assessing risks.
The Group is continuing to integrate climate-related risk management
within the Group’s overall risk management process, and climate-related
risks and opportunities are assessed using the same methodology as
other business risks. In the past few years we have undertaken specific
work to identify and assess climate-related risks and opportunities,
and we are moving towards this risk identification and assessment
being integrated within business subsidiaries/functions. We have the
processes in place to enable this integration, and a key area we are
continuing to work on is raising awareness and competency so that the
key people across our subsidiaries/business functions can effectively
identify climate-related risks, like they do with other risks (in many cases,
climate risks are an amplifier or additional driver to risks we have already
identified, rather than presenting novel risks). This year and last year
we convened workshops with senior management from across business
functions to re-visit and re-assess climate-related risks and actions, and
management will take forward the responsibility to integrate climate-
risks into risk registers owned by each business subsidiary/function.
Furthering our progress, the Group has identified several principal risks
which are impacted or influenced by physical and transitional climate
risks and opportunities, and as such we are increasingly cognisant that
climate risk management is integral to the performance and resilience
of our business and strategy. The link between climate-related risks and
opportunities on our principal risks is summarised in the table over
the page.
We recognise the evolving landscape of climate-related risk which is
reflected in the changing regulatory frameworks, customer expectations
and Government policies that are inherent to our operating context.
This is particularly true for climate and Net Zero where new policies and
technologies are rapidly emerging, and markets are rapidly changing.
For the climate-related risks that have been identified, a desired ‘target’
net risk level is documented within the Group’s risk framework. This
target risk level or tolerance level reflects the acceptable level of risk
by the Group and also stands as a target and equitable measure for
alleviatory measures to approach the risk going forward. Climate-
related risks are approached with a minimal level of appetite, and this is
subject to Board approval where all appetite levels are established. The
appropriate action then follows from the level of difference between the
net risk and the desired risk appetite. Actions to manage risks cover four
response types:
Tolerate: where decisions are taken to tolerate a risk, subject to
ongoing monitoring. An example is climate-related risks where
uncertainty is high and therefore we might decide to monitor risks
until such time as it may be necessary to take further action.
Treat: where actions are taken to manage and reduce risks, such as
implementing operational measures in our drought plan or capital
investments to enhance our resilience to droughts.
Transfer: used where possible to transfer risks to other organisations -
such as through insurance or through contracting out responsibilities.
We recognise it is not possible to fully transfer risks, rather this
approach helps to reduce our exposure. For example, reducing our
exposure to the impacts of flooding through flood insurance.
Terminate: where decisions are taken to stop activities so that we
are not exposed to particular risks. For example, we may decide not
to undertake a capital project if risks cannot be effectively mitigated
- for example due to high costs for energy, materials, and specialist
resources related to Net Zero or climate adaptation.
Actions to mitigate risks are allocated to action owners and progress is
monitored through the risk review process.
Pennon Group plc | Annual Report and Accounts 2023 93
Strategic Report Governance Financial Statements Other information
TCFD continued
Climate-related risks impact and influence our principal risks
Physical Risks Transition Risks
Our
Principal
Risks
Law, Regulation and Finance
Changes in Government policy
Regulatory frameworks
Non-compliance with laws and regulations
Inability to secure sufficient finance and funding, within our debt covenants, to meet ongoing commitments
Non-compliance or occurrence of an avoidable health and safety incident
Failure to pay all pension obligations as they fall due and increased costs to the Group should the defined
benefit pension scheme deficit increase
Market and Economic conditions
Macro-economic near-term risks impacting on inflation, interest rates and power prices
Operational performance
Failure to deliver the Group’s 2023 Net Zero commitment in response to the impact of climate change
Availability of sufficient water resources to meet current and future demand
Failure of operational water treatment assets and processes resulting in an inability to produce or supply clean
drinking water
Failure of operational wastewater assets and processes resulting in an inability to remove and treat
wastewater and potential environmental impacts, including pollutions
Non-delivery of customer service and environmental commitments
Insufficient skills and resources to meet the current and future business needs and deliver the Group’s
strategic priorities
Business Systems and Capital
Insufficient capacity and resilience of the supply chain to deliver the Group’s operational and
capital programme
Inadequate technological security results in a breach of the Group’s assets, systems, and data
We recognise how climate-related risks are impacting our principal risks and/or how our response to these risks needs to
consider climate resilience and Net Zero
Metrics and targets
Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material.
Recommended disclosures
Disclose the metrics used by the organisation to assess climate-related risks and opportunities in line with its strategy and risk
management process.
Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse gas (GHG) emissions, and the related risks.
Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets.
We are continuing to enhance the metrics we use to quantify key climate risks and to monitor progress towards managing risks and achieving our
targeted objectives. We have adopted the TCFD guidance relating to metrics and targets, and our progress is shown in the table below.
We continue to disclose comprehensive data relating to our GHG emissions and energy consumption (SECR report on pages 67). We report on all
Scope 3 categories which are relevant and material to our business (ESG databook). SASB reporting can be found on pages 70 to 72.
The Group is committed to improving its sustainability and climate change related disclosures and will continue to enhance this over the coming years.
Description of the metric Metric for FY22/23
1
Trend
2
Related Targets
GHG emissions Scope 1, 2, and 3 GHG emissions (in tCO
2
e). 290,831 ˅ Operational Net Zero by 2030 (SWW & BRW),
Total Net Zero by 2045 (SWW).
Commitment to set Science-Based targets
(SBT) for near-term and long-term emissions.
Reduce operational emissions by 70% by 2025
(Scope 2 market-based) (tCO
2
e).
GHG Reduction from the baseline year 2021
(Scope 2 market-based) (tCO
2
e).
65.7% ˅
Carbon intensity of our water services in
tonnes of CO
2
e per megalitre of water supplied
to customers.
180.9 SWW
179.1 BRW
˅
Carbon intensity of our business in tonnes of CO
2
e
per £100k of our revenue based on Scope 1 and 2
GHG emissions.
7.3 ˅
Transition risks
Selected metrics
for some material
risks
Risk of increased energy costs: Proportion of our
operational expenditure on electricity (%).
c.28% ˅ Purchase 100% renewable electricity
by 2022 (SWW).
Generate up to 50% of the energy we use
through our own renewable energy generation
by 2030. (SWW).
Transition risks in our supply chain: proportion
of our key and strategic suppliers who have
evidenced they are working towards a
Net Zero target.
21% SWW ˅ 100% of our key and strategic suppliers will
have established an ESG policy or equivalent
by 2025. (SWW).
We are considering setting a target to
encourage our suppliers to play their part in
delivering Net Zero.
Risk of customer affordability in achieving
Net Zero and adapting to climate change: our
customer affordability measure.
96.9% SWW
100% BRW
˅ Zero water poverty by 2025 (SWW & BRW).
94 Annual Report and Accounts 2023 | Pennon Group plc
Description of the metric Metric for FY22/23
1
Trend
2
Related Targets
Physical risks
Selected metrics
for some material
risks
6
Proportion (%) of customers currently at risk of
severe restrictions in a 1-in-200-year drought.
0 = Our 2050 target is to achieve 0% of customers
at risk of severe restrictions in a 1-in-500-year
drought, aligning with Government planning
guidance.
Costs related to managing the current drought
and ensuring resilient water supply (£).
c.£19m
Proportion (%) of customers at risk of sewer
flooding in 2050 in a 1-in-50-year storm.
9.83 ˅ Our long-term target is to reduce this to zero,
assuming funding is provided to achieve this
through the regulatory system.
Number of major sites/assets at high risk of
coastal flooding and erosion.
In progress
3
= Our long-term target is to achieve 0 of our
key sites/assets at high risk, assuming funding
is provided to achieve this through the
regulatory system
Annual average number of storm overflow spills
from each storm overflow (number per year).
28 ˅ Reduce spills to an average of 20 per year from
each storm overflow by 2025.
Zero harm to rivers and seas by 2030.
Climate-related
opportunities
Selected metric
for a material
opportunity
Enhancing our energy resilience and reducing our
carbon emissions with renewable energy: Amount
of renewable energy we’ve generated in 2022
(kWh).
31,084.05 ˅ Generate more renewable energy every year
to 2030.
Proportion of our energy use which came from
energy we generated ourselves (%)
4
6.89% ˅ Generate up to 50% of the energy we use
through our own renewable energy generation
by 2030.
Enhancing our resource efficiency to reduce GHG
emissions and save water:
leakage reduction from the baseline 2019/20
year.
9.1% SWW
9.3% BRW
˅
˅
Reduce leakage by 50% by 2050 (from
2019/20 baseline year).
Per capita consumption (PCC) in litres per day per
person.
In Progress ˅ 6% reduction in per capita consumption by
2024-25 (SWW) based on 2019/20 baseline
year.
Reducing our financing costs through sustainable
finance: proportion of new finance under our
sustainable finance framework during the year.
100% ˅ >75% of new finance to be through sustainable
financing framework.
Capital
deployment
Selected
metrics for
material capital
investments
Investment (£) earmarked for our renewable
energy generation capital plans to 2030.
£160m = accelerate our generation of up to 50% of the
electricity we use through our own renewable
energy generation by 2030.
Additional investment (£) in enhancing resilience
and environmental performance announced within
the year 2022 on top of our ongoing business plan
investment.
£120m ˅
Remuneration Portion of the majority of our management and
employees’ incentive schemes linked to ESG
outcomes, including climate change.
20% =
Internal carbon
value
Value of carbon used in business cases and
investment planning for PR24 (£/tCO
2
e)
5
£252/tCO
2
e
Sensitivity testing:
Low: £126/tCO
2
e
High: £378/tCO
2
e
=
1. Some metrics relate only to South West Water (SWW) or Bristol Water (BW). In future we will be aiming to report combined metrics for the water businesses.
2. Indicates the trend from the baseline year.
3. We are currently undertaking analysis to investigate and quantify this risk.
4. Does not include energy used in transport.
5. Investment includes repurposing ex-quarries and mines, introducing desalination units to enhance water capacity, and WaterFit and Green Recovery initiatives.
In our Climate Adaptation Report provided to DEFRA in 2021 it shows intolerable levels of physical climate risks if left unmitigated. In addition, at least
17 of the top 20 physical climate risks (>60 risks identified) would exceed this threshold by 2080 without further adaptation. This signals the need for
further investment in climate resilience in future planning rounds.
Our Net Zero carbon commitments will provide a step change to how we run our business and look to manage the risks of climate change, an update
on our progress during the last year is found on pages 42 and 43. The metrics and targets associated with this help to show the investment in the area
and the planned future investment to meet this goal.
All projects being put forward to the planning committee have a focus on both their carbon impacts and the ESG impacts which are used to manage
the decision-making process.
Read more: Net Zero and Streamlined Energy and Carbon Report (SECR) – pages 42 and 67.
Pennon Group plc | Annual Report and Accounts 2023 95
Strategic Report Governance Financial Statements Other information
Non-financial and sustainability information
statement
Read more Related policies Due diligence processes Policy outcomes Principal risks Non-financial KPIs
Climate and
environment
Our ambition is to become Net Zero by 2030. To achieve this, our Net
Zero strategy is built around three key pillars - Sustainable Living,
Championing renewables, Reversing Carbon Emissions. To deliver on our
carbon ambition, and reduce our climate-related risks, we continue to
innovate and look for ways to decarbonise our operations, working with
partners and supply chain.
Approach
to ESG –
page 65.
Our Task
Force on
Climate-
related
Financial
Disclosures
– pages 74
to 95.
Net Zero –
page 42
and 43.
Biodiversity policy.
Water management policy
Environmental policy.
Governance framework in place led
by the Board and its Committees.
External assurance.
External ESG benchmarking.
Minimising our impact on
the environment.
Meeting our
regulatory commitments.
Net Zero 2030 ambition.
Failure to deliver the Group’s 2030 Net Zero
commitment in response to the impact of
climate change.
Availability of sufficient water resources to
meet current and future demand.
Failure of operational water treatment assets
and processes resulting in an inability to
produce and supply clean drinking water.
Failure of operational wastewater assets
and processes resulting in an inability to
remove and treat wastewater and potential
environmental impacts including pollutions.
Insufficient capacity and resilience of
the supply chain to deliver the Group’s
operational and capital programmes.
% energy usage
from renewable
energy generation.
% reduction in GHG
emissions (Scope
2 market-based
emissions only)
Tree planting.
People
Our people are at the heart of our Group. We continue to foster a culture
built on our purpose and one that reflects our values, trusted, responsible,
collaborative, progressive. We operate a safety-first mindset to working
across the business with our HomeSafe health and safety approach
which is embedded in the day to day working culture of our business. We
encourage continuous learning and development, providing opportunities
for all employees. We are building a diverse and inclusive workforce.
People
section –
pages 31
to 39.
Health, safety and
security policy.
Code of Conduct.
Workplace policy.
Diversity, respect and
inclusion policy.
Board diversity policy.
Annual all colleague Great Place to
Work survey.
Health & Safety Steering Group
overseeing targets, performance
monitoring and interventions.
Employee representative groups,
including RISE and Trade
Unions relations.
Change the Race Ratio.
Reduced workplace.
accidents and improved
employee wellness.
Board diversity target
achievements.
Sustainability target.
Code of
Conduct compliance.
Insufficient skills and resources to meet
the current and future business needs and
deliver the Group’s strategic priorities.
Non-compliance or occurrence of an
avoidable health and safety incident.
LTI number.
GPTW
accreditation.
% REACH
recruitment.
% female
employees.
5% Club
achievement.
Social
matters
We work closely with our customers, communities and partners on the
things that matter most to them and have regular engagement with them.
Supporting our customers is a priority. Not only providing safe, clean
drinking water, but supporting them financially when it matters most. We
aim to keep our bills low and supported c.110,000 customers with their
bills during 2022/23.
Our approach to community relations and investment enables strong
and clear governance, making positive community investments which
create value, and benefits both the community and the business. Our
Neighbourhood Fund is about supporting our local community. We’re
funding projects that support the wellbeing of people, the environment
and communities in the South West. In 2022/23 we gave £100,000 to 79
community groups in the South West. Community groups can apply for up
to £2,000 in funding.
Through our corporate sponsorship and donations work we continue to
fund a number of local charities, initiatives and events. We committed
£136,242 plus VAT in 2022/23. This funding contributes to marine
education initiatives with organisations like the Wildlife Trusts, through to
funding events and awareness raising with charities such as the RNLI and
Surf Life Saving GB. We also work with local community charities such as
Devon and Cornwall Food Action.
Our
customers
– page 28
to 30.
S172 –
page 112.
Community relations and
investment policy.
Community engagement plan in
place led by Regulatory team.
Having a positive
impact on our local
communities through our
business activities
and investments.
Foster an environment
that encourages
employee engagement
with communities and
provides opportunities
for volunteering
and establishing
community partnerships.
Non-delivery of customer service and
environmental commitments.
£ community
investment.
C-MeX.
% priority services
register – customer
satisfaction.
Human
rights
We are committed to having open and fair dialogue with all our
stakeholders on human rights issues. We have a zero-tolerance approach
to modern slavery. Our policies help prevent and address any human
rights impacts on our business activities and relationships. We ensure
all of our partners and suppliers comply with our policies, which include
our Code of Conduct and Anti-Modern Slavery and Human Rights Policy
etc. Our Modern Slavery Statement identifies the activities we conduct
annually and our Suppliers Code of Conduct further aligns our supply
chain to the standards we expect of ourselves and others.
Modern
Slavery
Statement
- foot of
homepage at
www.pennon-
group.co.uk.
Anti-Modern Slavery and
Human Rights.
Modern Slavery Statement
www.pennon-group.co.uk
An open dialogue with our
stakeholders on human
rights issues.
Non-compliance with laws and regulations. % Supplier
engagement with
our Sustainable
Procurement
Framework.
Anti-
corruption
One of our guiding principles is to act fairly and responsibly in everything
that we do. We are committed to promoting and maintain the highest level
of ethical standards in relation to how we do business. We have a zero-
tolerance approach to bribery and corruption and have effective systems
in place to counter them.
Anyone that works with or for the Group must comply with our anti-
corruption policy and are encouraged to report any breaches.
Code of
Conduct –
page 118.
Anti-
bribery and
corruption –
page 118.
Whistleblowing Policy.
Anti-Facilitation of Tax Evasion
Conflicts of Interest.
Anti-Money Laundering Policy.
Gifts and Hospitality Policy.
Anti-Bribery and
Corruption policy.
Regulatory and Compliance.
New Ethics
Management Committee.
Speak Up helpline.
Gifts and Hospitality and Conflicts of
Interest procedures.
Group-wide Bribery and Corruption
mandatory training.
Supplier due diligence process.
Seeking to prevent detect
and report financial crime,
including instances of
bribery and corruption.
Maintaining and ethical
approach to business and
adhering to our code
of conduct.
Non-compliance with laws and regulations.
Inadequate technological security results
in a breach of the Group’s assets, systems
and data.
Number of cases
reported through
Speak Up.
% of suppliers who
support our Code.
of Conduct
96 Annual Report and Accounts 2023 | Pennon Group plc
The following information and the sections referenced, represent our non-financial information statement which is required by section 414CA and
414CB of the Companies Act 2006. The table below outlines our policies under the sections defined under the non-financial and sustainability
information statement, as well as where further information in this report can be found. A full list of the Group’s policies can be found online at
https://www.pennon-group.co.uk/about-us/policies
Approval of the Strategic Report
Our strategic report on pages 1 to 97 has been reviewed and approved
by the Board.
Andrew Garard
Group General Counsel and Company Secretary
31 May 2023
Read more Related policies Due diligence processes Policy outcomes Principal risks Non-financial KPIs
Climate and
environment
Our ambition is to become Net Zero by 2030. To achieve this, our Net
Zero strategy is built around three key pillars - Sustainable Living,
Championing renewables, Reversing Carbon Emissions. To deliver on our
carbon ambition, and reduce our climate-related risks, we continue to
innovate and look for ways to decarbonise our operations, working with
partners and supply chain.
Approach
to ESG –
page 65.
Our Task
Force on
Climate-
related
Financial
Disclosures
– pages 74
to 95.
Net Zero –
page 42
and 43.
Biodiversity policy.
Water management policy
Environmental policy.
Governance framework in place led
by the Board and its Committees.
External assurance.
External ESG benchmarking.
Minimising our impact on
the environment.
Meeting our
regulatory commitments.
Net Zero 2030 ambition.
Failure to deliver the Group’s 2030 Net Zero
commitment in response to the impact of
climate change.
Availability of sufficient water resources to
meet current and future demand.
Failure of operational water treatment assets
and processes resulting in an inability to
produce and supply clean drinking water.
Failure of operational wastewater assets
and processes resulting in an inability to
remove and treat wastewater and potential
environmental impacts including pollutions.
Insufficient capacity and resilience of
the supply chain to deliver the Group’s
operational and capital programmes.
% energy usage
from renewable
energy generation.
% reduction in GHG
emissions (Scope
2 market-based
emissions only)
Tree planting.
People
Our people are at the heart of our Group. We continue to foster a culture
built on our purpose and one that reflects our values, trusted, responsible,
collaborative, progressive. We operate a safety-first mindset to working
across the business with our HomeSafe health and safety approach
which is embedded in the day to day working culture of our business. We
encourage continuous learning and development, providing opportunities
for all employees. We are building a diverse and inclusive workforce.
People
section –
pages 31
to 39.
Health, safety and
security policy.
Code of Conduct.
Workplace policy.
Diversity, respect and
inclusion policy.
Board diversity policy.
Annual all colleague Great Place to
Work survey.
Health & Safety Steering Group
overseeing targets, performance
monitoring and interventions.
Employee representative groups,
including RISE and Trade
Unions relations.
Change the Race Ratio.
Reduced workplace.
accidents and improved
employee wellness.
Board diversity target
achievements.
Sustainability target.
Code of
Conduct compliance.
Insufficient skills and resources to meet
the current and future business needs and
deliver the Group’s strategic priorities.
Non-compliance or occurrence of an
avoidable health and safety incident.
LTI number.
GPTW
accreditation.
% REACH
recruitment.
% female
employees.
5% Club
achievement.
Social
matters
We work closely with our customers, communities and partners on the
things that matter most to them and have regular engagement with them.
Supporting our customers is a priority. Not only providing safe, clean
drinking water, but supporting them financially when it matters most. We
aim to keep our bills low and supported c.110,000 customers with their
bills during 2022/23.
Our approach to community relations and investment enables strong
and clear governance, making positive community investments which
create value, and benefits both the community and the business. Our
Neighbourhood Fund is about supporting our local community. We’re
funding projects that support the wellbeing of people, the environment
and communities in the South West. In 2022/23 we gave £100,000 to 79
community groups in the South West. Community groups can apply for up
to £2,000 in funding.
Through our corporate sponsorship and donations work we continue to
fund a number of local charities, initiatives and events. We committed
£136,242 plus VAT in 2022/23. This funding contributes to marine
education initiatives with organisations like the Wildlife Trusts, through to
funding events and awareness raising with charities such as the RNLI and
Surf Life Saving GB. We also work with local community charities such as
Devon and Cornwall Food Action.
Our
customers
– page 28
to 30.
S172 –
page 112.
Community relations and
investment policy.
Community engagement plan in
place led by Regulatory team.
Having a positive
impact on our local
communities through our
business activities
and investments.
Foster an environment
that encourages
employee engagement
with communities and
provides opportunities
for volunteering
and establishing
community partnerships.
Non-delivery of customer service and
environmental commitments.
£ community
investment.
C-MeX.
% priority services
register – customer
satisfaction.
Human
rights
We are committed to having open and fair dialogue with all our
stakeholders on human rights issues. We have a zero-tolerance approach
to modern slavery. Our policies help prevent and address any human
rights impacts on our business activities and relationships. We ensure
all of our partners and suppliers comply with our policies, which include
our Code of Conduct and Anti-Modern Slavery and Human Rights Policy
etc. Our Modern Slavery Statement identifies the activities we conduct
annually and our Suppliers Code of Conduct further aligns our supply
chain to the standards we expect of ourselves and others.
Modern
Slavery
Statement
- foot of
homepage at
www.pennon-
group.co.uk.
Anti-Modern Slavery and
Human Rights.
Modern Slavery Statement
www.pennon-group.co.uk
An open dialogue with our
stakeholders on human
rights issues.
Non-compliance with laws and regulations. % Supplier
engagement with
our Sustainable
Procurement
Framework.
Anti-
corruption
One of our guiding principles is to act fairly and responsibly in everything
that we do. We are committed to promoting and maintain the highest level
of ethical standards in relation to how we do business. We have a zero-
tolerance approach to bribery and corruption and have effective systems
in place to counter them.
Anyone that works with or for the Group must comply with our anti-
corruption policy and are encouraged to report any breaches.
Code of
Conduct –
page 118.
Anti-
bribery and
corruption –
page 118.
Whistleblowing Policy.
Anti-Facilitation of Tax Evasion
Conflicts of Interest.
Anti-Money Laundering Policy.
Gifts and Hospitality Policy.
Anti-Bribery and
Corruption policy.
Regulatory and Compliance.
New Ethics
Management Committee.
Speak Up helpline.
Gifts and Hospitality and Conflicts of
Interest procedures.
Group-wide Bribery and Corruption
mandatory training.
Supplier due diligence process.
Seeking to prevent detect
and report financial crime,
including instances of
bribery and corruption.
Maintaining and ethical
approach to business and
adhering to our code
of conduct.
Non-compliance with laws and regulations.
Inadequate technological security results
in a breach of the Group’s assets, systems
and data.
Number of cases
reported through
Speak Up.
% of suppliers who
support our Code.
of Conduct
Pennon Group plc | Annual Report and Accounts 2023 97
Strategic Report Governance Financial Statements Other information
Board meetings
and attendance
There were
six scheduled
Board meetings
during theyear.
2022
May
Board and
Committee
meetings
July
Board and
Committee
meetings
September
Board and
committee
meetings
plus
strategy
day
November
Board and
Committee
meetings
2023
January
Board
meeting
March
Board and
Committee
meetings
Board changes
Welcoming two Independent Non-Executive Directors – Dorothy
Burwell and Loraine Woodhouse
In December 2022, Dorothy Burwell and Loraine Woodhouse were
appointed to the Board as Independent Non-Executive Directors. They both bring
a wealth of experience from their roles in other companies.
Read more on their biographies on pages 102 to 104.
Welcoming our new Group General Counsel and Company Secretary –
Andrew Garard
On 30 November 2022, Simon Pugsley stepped down as Group General
Counsel and Company Secretary. On 1 December 2022, Andrew Garard
joined the Group as Group General Counsel and Company Secretary.
Read more on Andrews experience in his biography on page 104.
Governance updates
Establishment of a Pennon Ethics Management Committee
As part of our commitment to monitoring and improving purpose and culture, during the year we formed a
Pennon Ethics Management Committee to assist the Pennon Executive and the main Board in overseeing our
culture and commitment to ethical business and integrity, as well as our aspiration to be a great place to work
and the best employer in the Great South West.
The Group’s core membership is made up of our Group Chief People Officer, Group General Counsel and
Company Secretary, People & Culture Director and Headof Legal Compliance.
Their role is to:
Oversee the Group’s ethics and compliance programme including the Code ofConduct.
Identify general and specific ethics risks and facilitate an organisation and framework for the effective governance
and assurance of ethics and compliance (including all associated policies, procedures and controls).
Oversight of issues logged via the Speak Up line ensuring a consistent and transparent approach.
Horizon and Group-wide scanning of potential ethics and compliance issues facing the Group.
Review the Group’s progress in living our values and delivering on our purpose.
Highlights
Key focus areas for the Board in 2022/23
Supporting customers on low income.
Drought management and resilience programme including WaterFit.
Strategic direction 2050.
Integration of Bristol Water into the Group.
Culture.
Environmental performance.
Operational performance.
Storm overflows.
Energy costs.
WaterShare+.
Governance at a glance
98 Annual Report and Accounts 2023 | Pennon Group plc
Meeting attendance during the year and Board skills matrix
Position
Chair Non-Executive Directors
Executive
Directors
Member
Gill
Rider
Neil
Cooper
Iain
Evans
Claire
Ighodaro
Jon
Butterworth
Dorothy
Burwell
1
Loraine
Woodhouse
1
Susan
Davy
Paul
Boote
Attendance
6/6 6/6 6/6 6/6 6/6 2/2 2/2 6/6 6/6
Skills
Independence
Water sector
Regulation
Finance and
Accounting
Strategy
Transformation
Health, safety
and wellbeing
ESG including
climate change
Data,
technology
and digital
People
Governance
Remuneration
1. Were appointed 1st December 2022.
In numbers
14th
Ranking overall in
FTSE 250 Women’s
Leaders Review, 1st
in the utility sector.
1
in 14
number of households
in the South West Water
region now shareholders
following the second
issuance of WaterShare+
in 2023.
Board ethnic diversity at
31 March 2023
Board gender diversity as
at 31 March 2023
Male:
44%
Female:
56%
Of ethnic minority:
22%
White:
78%
0 - 3 years:
3 Directors
Paul Boote, Dorothy Burwell,
Loraine Woodhouse
3 - 5 years:
3 Directors
Jon Butterworth, Iain Evans, Claire Ighodaro
5+ years:
3 Directors
Neil Cooper, Susan Davy, Gill Rider
Board tenure as at
31March 2023
Pennon Group plc | Annual Report and Accounts 2023 99
Strategic Report Governance Financial Statements Other information
Chairs introduction to governance
“Engaging with all our stakeholders has never
been more vital.
Gill Rider
Chair
And our ESG targets, which include our commitment to achieving Net
Zero by 2030, remain well ahead of many companies in the FTSE 250.
Throughout 2022/23 we focused on achieving our strategic priorities
while ensuring a robust response to the drought conditions that affected
the environment as well as many of our customers and communities.
Management kept us well-informed on progress against the Group’s
strategy and about the measures taken to mitigate the impact of the
year’s historically low levels of rainfall.
The table on page 111 will help you to navigate our reporting and
evaluate our performance against the Principles of the UK Corporate
Governance Code 2018 (the UK Code). As we explain below, we also
have processes and procedures in place to safeguard the independence
of decision-making by the Boards of South West Water and, prior to its
integration with South West Water, Bristol Water.
Promoting diversity
Diversity and inclusion (D&I) continues to be a top priority for the Board
and the Group,. As a whole it is encouraging to see our CEO recognised
for her work in this area. Our gender and ethnic diversity representation
on the Board exceeds the Hampton-Alexander and Parker targets.
Our commitment to diversity is also reflected right across the business;
our widespread commitment and focused drive to recruit talent from
all backgrounds has the heartfelt support of our strong and diverse
leadership team.
Engaging with our stakeholders
Engaging with all our stakeholders has never been more essential,
particularly in view of the national and global issues we are facing.
All companies in the water sector face much scrutiny around their
environmental impacts, so it is vital that we listen to and respond to our
stakeholders’ views. We make sure to carefully consider all decisions
and their likely impacts on our stakeholders. And we ensure through our
stakeholder engagement programme that everyone has the opportunity
to provide feedback to the Board.
We continue to foster an open and transparent feedback culture within
the business. All colleagues have the opportunity to share feedback
with the Executive team and Board in several ways, including the Big
Chat initiative, our Great Place to Work survey and our new Employee
Forum RISE.
You can read more on how we engage with our stakeholders in our
Section 172(1) statement on page 112.
Culture
As a Board we pay particular attention our Group’s culture, ensuring
it is fully aligned with our shared purpose, values, and strategy.
We continue to monitor these essential properties and receive
regular reports from management on the work being done to
ensure continuous improvement.
Role of the Board and its effectiveness
It is my view that the Board continues to be highly effective with a
deep understanding of the opportunities available to us and the threats
facing the business. The results of this year’s Board and Committee
performance evaluations support this view; see page 117 for further
detail. We keep all identified threats to the future success of the
business under constant review. Please see our risk report on pages 52
to 62 for a description of the risks we identify and review.
Board independence – Pennon, South West Water and
Bristol Water
In accordance with Ofwat’s principles on board leadership, transparency
and governance, the Group maintains separate Boards for Pennon and
South West Water including Bristol Water following licence consolidation.
Our system of governance remains appropriate and effective, while
continuing to support the delivery of our strategy.
Dear Shareholder
I am very pleased to introduce, on behalf of the Board, the Pennon
Group Corporate Governance Report for 2023. We provide detail
around our governance practices and processes, and how we apply the
principles of best practice in corporate governance. It also covers our
key focus areas and achievements during 2022/23 and explains how the
Board continues to support the Group’s strategy. The Board reaffirms
its commitment to maintaining the effective corporate governance and
integrity that enable us to deliver our sustainable strategy for the long-
term benefit of all our stakeholders.
Review of the year
Our well-established governance arrangements and processes enabled
the Board and its Committees to operate effectively and efficiently
throughout the year. As well as physical Board meetings we also held
several ad-hoc virtual meetings, enabling us to communicate more
frequently and to give management our advice and support more often.
Strong governance remains central to the successful management
of the Group, providing the framework we collectively need to deliver
our strategy, effectively fulfil our purpose, create value for all our
stakeholders and continuously develop of our sustainable business. We
continue to operate to the highest standards of corporate governance.
Our Board composition is substantially ahead of the diversity targets
suggested by the Parker Review and the FTSE Women Leaders Review.
100 Annual Report and Accounts 2023 | Pennon Group plc
Our Board and Committee framework also allows us to remain efficient in
our decision-making processes. The South West Water Board convenes
on the same day as each Pennon Board meeting and considers all key
relevant issues. This arrangement allows full operational oversight and
governance by the Boards over the Group’s water interests, while the
Pennon Board continues to focus on strategic forward-looking matters
for the Group as a whole.
Changes to the Board
We are delighted to welcome two new Non-Executive Directors, Loraine
Woodhouse and Dorothy Burwell to the Board. Both Dorothy and Loraine
bring a wealth of experience and I look forward to working with them to
promote the success of the Group. You can find more details on our new
appointees on page 104.
In December 2022, we also welcomed Andrew Garard as Group General
Counsel and Company Secretary to continue supporting the Board,
succeeding Simon Pugsley. I’d like to thank Simon for his continued
support of the Board and his valuable contribution to Pennon Group
during his 24 years with the business.
A review of the composition of each Board Committee was conducted in
December 2022, with changes becoming effective on 31st January 2023.
Neil Cooper will be standing down from the Board in September 2023
and we set out details on the process to recruit his successor in the
report of the Nomination Committee on pages 128 to 131. I’d like to thank
Neil for his contribution to the Board over the last 8 years and wish him
well for the future.
Looking ahead
As part of our focus for 2023/24, we will continue to embed Bristol Water
into the Group. We will focus on delivering against our environmental
commitments, and ensuring we are well placed to meet the vital
ambitions of the PR24 framework. And, as we look to our governance
arrangements, we will continue with our ongoing and orderly succession
planning strategy. There is much to do, and we have the talent and
governance in place to achieve our ambitions.
I will be standing down as Chair, and from the Board, in 2024 and the
search for my successor will begin later in the year. As for all new
Board appointments, these will be managed under a formal, rigorous
and independently conducted process, in line with the UK Corporate
Governance Code.
I would like to take this opportunity to thank my Board colleagues,
the management team and our wider workforce for their outstanding
work over the year just gone. We will continue to focus on delivering
against our strategic priorities in the year ahead, ensuring the wellbeing
of our workforce as we build on the work of the last year in creating a
successful and sustainable business.
Gill Rider
Chair
31 May 2023
Pennon Group plc | Annual Report and Accounts 2023 101
Strategic Report Governance Financial Statements Other information
Compliance with the UK Corporate
Governance Code 2018 and other
requirements
We continue to apply and comply with the 2018 UK Corporate
Governance Code (the UK Code) in all our business activities. We
believe that strong corporate governance is fundamental to our
business, assuring our stakeholders that we act with their best
interests in mind and to ensure long-term sustainable value that
benefits everybody.
We provide details of how we have applied the principles that form
the UK Code throughout this report; the table below provides some
useful signposting. The Board confirms that throughout the year
under review (and up to the date of this report), the Company
has complied with all the relevant provisions of the UK Code. You
can find information on the tenure of the Chair of the Board and
succession planning on page 117.
The UK Code is published on the Financial Reporting Council
(FRC) website. The introduction to this Corporate Governance
report and the following sections have been made in accordance
with the UK Code, Financial Conduct Authority (FCA) Listing
Rule 9.8.6 and FCA Disclosure and Transparency Rules 7.1 and 7.2.
They cover the work of our Board and its Committees, our internal
control systems and procedures including risk management, our
statements relating to share capital and control, our confirmation of
the Company as a going concern and our Directors’ responsibility
statements. Finally, in accordance with reporting requirements,
on page 125 the Board can confirm to shareholders that the
Annual Report and Accounts taken as a whole is fair, balanced
andunderstandable and provides the information necessary
toassess the Company’s position, performance, business
modeland strategy.
To read more on how we have applied the UK Code:
Board leadership and company purpose Composition, Succession and Evaluation
Role of the Board – page 107
Purpose, values and monitoring culture – page 109
Stakeholder and shareholder engagement – page 110
Risk management – page 118
Policies and practices – page 107
Appointments and succession planning – page 128
Board composition – page 116
Board evaluation – page 117
Division of Responsibilities Audit, Risk and Internal Control
Role of the Chair and Non-Executive Directors – page 114
Committee responsibilities – page 107
Committee roles page 107
Our approach to risk management – page 118
Remuneration
Remuneration report – page 136
The Board
Working responsibly together
Skills and experience
Gill has a wealth of experience in leadership and governance across a broad
range of sectors including professional services, education, not for profit and
government. Formerly, Gill was Head of the Civil Service Capability Group
at the Cabinet Office, reporting to the Cabinet Secretary. Prior to that,
she held a number of senior positions with Accenture LLP culminating in the
post of Chief Leadership Officer for the global firm. She was previously President
of the Chartered Institute of Personnel and Development (CIPD) and Chair of the
Council of the University of Southampton.
Chair
Appointment to the Board
Gill was appointed to the Board
as Non-Executive Director on
1 September 2012 and became
Chair on 31 July 2020.
Current external appointments
Non-executive director and Chair
of the Remuneration Committee of
Intertek Group plc, President of the
Marine Biological Association.
Gill Rider CBE
E
H
N
A
R
Skills and experience
Susan’s knowledge of the industry, coupled with her financial and regulatory
expertise, has underpinned the development of Pennon’s strategy to become
a leader within the water industry. Under Susan’s leadership, the Group has
expanded and taken a more water focused approach, through the disposal
of Viridor, acquisition of Bournemouth Water and the most recent acquisition
of Bristol Water.
In her 25+ years’ experience in the utility sector, Susan has also held a number
of other senior roles in the water sector, including at Yorkshire Water, giving her
the knowledge to provide stability and thoughtful leadership to the Group.
Under her guidance, South West Water has become the only water company
to have achieved fast-track status for two consecutive business plans – the first
in 2014, the second in 2019.
Group Chief Executive
Appointment to the Board
Susan was appointed to the Board
in February 2015 as Chief Financial
Officer, having joined the Group
as Finance Director of South West
Water in 2007. Susan was appointed
Group Chief Executive
on 31 July 2020.
Current external appointments
Non-Executive Director, Audit
Committee Chair and member of
the Nomination and Remuneration
Committees of Restore plc. Board
member of Water UK and member
of the Energy & Utilities Skills
Partnership Council.
Susan Davy
E
H
Committee key
A
Audit
Committee
E
ESG
Committee
H
Health & Safety
Committee
N
Nomination
Committee
R
Remuneration
Committee
Chair of
Committee
Attended
Skills and experience
Paul is a chartered accountant with over 20 years’ experience. He has held
several senior roles at Pennon, including Pennon’s Director of Treasury, Tax
and Group Finance. During this time, he was responsible for the development
of Pennon’s sector-leading sustainable debt portfolio, ensuring the Group
maintained a responsible approach to tax, as well as leading on financial
reporting matters.
Paul has also held senior finance roles at companies operating in the sport,
construction, and environmental infrastructure industries.
Group Chief
Financial Officer
Appointment to the Board
Paul was appointed to the Board
as Group Finance Director on
8 July 2020, having joined Pennon
on 1 January 2010. Paul became
Group Chief Financial Officer in
September 2022.
Current external appointments
None
Paul Boote
E
H
Skills and experience
Neil brings to the Board extensive experience in a wide variety of corporate
and financial matters. Previously, he was group finance director of Barratt
Developments plc and before that, group finance director of William Hill plc and
Bovis Homes plc. Neil also held senior finance positions at Whitbread plc, worked
for PricewaterhouseCoopers as a management consultant and held several roles
with Reckitt & Colman plc.
As Chair of the Audit Committee, Neil has been influential in directing Pennon’s
approach on several significant matters including internal control, governance
and financial reporting.
Senior Independent
Director
Appointment to the Board
Neil was appointed to the Board
as Independent Non-Executive
Director on 1 September 2014
and became Senior Independent
Director on 31 July 2020.
Current external appointments
Neil is currently the Chief Financial
Officer of Currencies Direct, a
foreign exchange broker and
international payment provider.
Neil Cooper
A
E
H
N
R
102 Annual Report and Accounts 2023 | Pennon Group plc
Skills and experience
Iain has 40 years of extensive global experience in advising companies and
governments on issues of complex corporate strategy. In 1983, he co-founded
L.E.K. Consulting in London and built it into one of the world’s largest and most
respected corporate strategy consulting firms with a global footprint active
in a wide range of industries.
Iain was appointed as a non-executive director of Welsh Water plc in 1989
and served on the board for nearly ten years, including five years as chair.
As chair of the ESG Committee, Iain is leading the development of a
sustainability programme that underpins the delivery of Pennon’s strategy.
Independent Non-
Executive Director
Appointment to the Board
Iain was appointed to the Board
as Independent Non-Executive
Director on 1 September 2018.
Current external appointments
Iain is a non-executive director of
Bologna Topco Limited and HSM
Advisory Limited and continues to
act as an independent corporate
strategy consultant.
Iain Evans CBE
A
E
H
N
R
Skills and experience
Claire has held a number of senior roles and directorships with UK and
international organisations and has extensive board experience, serving on their
audit, remuneration and governance committees.
She is a past president of the CIMA (Chartered Institute of Management
Accountants) and was the first female to lead this organisation. Claire spent
most of her executive career with BT plc. She has also held non-executive
directorships across a diverse portfolio including Governance Committee Chair
of Bank of America’s Merrill Lynch International, Audit Committee Chair of
Lloyd’s of London, Flood Re, The Open University and various UK public bodies
including UK Trade & Investment and the British Council. Claire was also
Non-executive Chair of the Board and Governance Committee at Axa XL –
UK Entities until December 2022.
As Chair of the Remuneration Committee, Claire continues to guide Pennon’s
approach to executive remuneration, ensuring that it is aligned with and
supports the Group’s strategy and reflects the wider economic market.
Appointment to the Board
Claire was appointed to the Board
as Independent Non-Executive
Director on 1 September 2019.
Current external appointments
Chair of the Audit Board of
KPMG LLP.
Independent Non-
Executive Director
Claire Ighodaro CBE
A
E
H
N
R
Skills and experience
Jon has a distinguished track record and an immense depth of experience and
knowledge within the utility sector, having begun his career over 40 years ago as
an apprentice at British Gas. Jon was previously Managing Director of National
Grid Ventures, driving growth across a range of commercial ventures outside the
regulated energy sector in the UK and the US. He has also been the Managing
Director of Northwest Gas, Global Environment and Sustainability Manager of
Transco, National Operations Director of National Grid, Group safety, Resilience
and Environmental Director of National Grid plc and formerly CEO of National Grid
Ventures, building (£3 billion) of growth in renewables across the USA and Europe.
Jon’s utility background makes him keenly aware of the importance of maintaining
a balance between performance and safety. As Chair of Pennon’s Health & Safety
Committee, he constructively challenges the Board and management team, to
continue to raise the bar in this area. He is an Ex-Chair of the CORGI Board, an Ex-
Ambassador of the HM Young Offenders Programme and a trustee of the National
Gas Museum Trust.
Independent Non-
Executive Director
Appointment to the Board
Jon was appointed to the Board
as Independent Non-Executive
Director on 8 July 2020.
Current external appointments
Chief Executive Officer at National
Gas. Jon is also President of the
Pipeline Industries Guild and a
director of E.Tapp & Co Limited,
Shopfittings Manchester Limited
and TMA Property Limited.
Jon Butterworth
A
E
H
N
R
Pennon Group plc | Annual Report and Accounts 2023 103
Strategic Report Governance Financial Statements Other information
The Board continued
Committee key
A
Audit
Committee
E
ESG
Committee
H
Health and Safety
Committee
N
Nomination
Committee
R
Remuneration
Committee
Chair of
Committee
Attended
Skills and experience
Loraine is an experienced finance executive, with her experience focused in the retail
and consumer sector, and more recently in real estate and infrastructure through her
roles with Intu Properties plc and British Land Company plc.
Loraine was the Chief Financial Officer of Halfords Group plc for just under four years
until June 2022, before which, she spent five years in executive and senior finance
roles within the John Lewis Partnership, including Waitrose.
Prior to that, Loraine was Chief Financial Officer of Hobbs, Finance Director of Capital
Shopping Centres Limited (subsequently Intu Properties plc) and Finance Director of
Costa Coffee Limited.
Independent Non-
Executive Director
Appointment to the Board
Loraine was appointed to the Board
as Independent Non-Executive
Director on 1 December 2022.
Current external appointments
Non-Executive Director of The
Restaurant Group plc and a member
of their Audit, Remuneration and
Nomination Committees, Non-
Executive Director and Chair of the
Audit Committee at British Land plc.
Loraine Woodhouse
A
E
H
N
R
Skills and experience
Andrew is a very experienced General Counsel having joined from Meggitt
PLC where he was Group General Counsel and Director, Corporate Affairs,
and a member of the Group Executive responsible for legal, commercial, trade
compliance, government relations, ethics and contract management.
Previously, he was Group General Counsel and Company Secretary at ITV
plc where he was a member of the Executive Board and led a global team
responsible for legal and business affairs, secretariat, compliance, insurance,
health & safety, rights management and corporate responsibility. Prior to this,
he was Group General Counsel at Cable & Wireless plc and Head of Legal at
Reuters Group plc.
Andrew founded the Legal Social Mobility Partnership in 2014 before creating
the Social Mobility Business Partnership in 2017.
Group General Counsel
and Company Secretary
Appointment to the Board
Andrew was appointed to the
Board as Group General Counsel
and Company Secretary on
1 December 2022.
Current external appointments
Non-Executive Director at Zinc
Media Group plc where he is Chair
of the Remuneration Committee
Andrew Garard
Skills and experience
Dorothy has over 20 years experience in Banking and Communications, specialising
in natural resources and advising clients around issues on sustainability, strategy, and
corporate communications. She is well known for driving substantive diversity and
inclusion agendas.
Between 2002 and 2006, Dorothy held analyst and senior roles at Goldman Sachs
in the Investment Banking Division in both London and New York as well as in the
firmwide Strategy group, where she focused on proprietary mergers and acquisitions
and new business development.
Dorothy graduated from the Florida Agricultural and Mechanical University, USA with
a Bachelor and Master of Business Administration, Finance and Management.
Independent Non-
Executive Director
Appointment to the Board
Dorothy was appointed to the Board
as Independent Non-Executive
Director on 1 December 2022.
Current external appointments
Partner and Global Partnership
Board Member of FGS Global, Non-
Executive Director at Post Holdings,
Inc, Trustee of the Consumers’
Association charity, Which?.
Dorothy Burwell
A
E
N
R
104 Annual Report and Accounts 2023 | Pennon Group plc
The Executive Team
Susan Davy
Group Chief Executive
See biography on page 102
Paul Boote
Group Chief Financial Officer
See biography on page 102
Adele Barker
Group Chief People Officer
BA hons, PCEC
Adele joined the Group in 2017 and was appointed Group Chief People
Officer on 31 July 2020. Adele supports the Remuneration, Nomination,
and Health & Safety Committees. Her areas of accountability include
the Group wide Human Resources function, Health and Safety and
Corporate Communications. Her background includes senior roles in
FTSE organisations including British Gas, Barclays and Marks
and Spencer.
Andrew Garard
Group General Counsel and Company Secretary
See biography on page 104
John Halsall
Group Chief Operating Officer
Appointment: February 2023
Experience: Before joining the Group, John was Regional Managing
Director (Southern) for Network Rail for 14 years. Prior to that, he spent
17 years at Thames Water in various senior operational roles including
Director of Water Services and Director of Operations.
Laura Flowerdew
Chief Customer and Digital Officer
Appointment: September 2022
Experience: Laura was Chief Financial Officer of Bristol Water plc from
2018, before taking on her new role within the Group after the Bristol
Water acquisition. Laura continues to be a director of Pelican Business
Services (billing and customer services across both Bristol Water and
Wessex Water), a role she has held since 2019.
Pennon Group plc | Annual Report and Accounts 2023 105
Strategic Report Governance Financial Statements Other information
Lisa Gahan
Group Director of Regulation, Strategy and Asset Management
Appointment: Joined South West Water in 2021 and became
Group Director of Regulatory, Strategy and Asset Management in
September 2022
Experience: Prior to joining the Group, Lisa was a founding partner of ICS
Consulting, where she spent over 20 year helping utilities organisations
with economic regulation, customer engagement, and investment and
strategy planning.
Richard Price
Chief Engineering Officer
Appointment: September 2022
Richard has previously held the roles Operations Director and COO in
Bristol Water before becoming Chief Engineering Director for Pennon
in September 2022. Before joining Bristol Water, Richard held extensive
roles at Southern Water and so has in depth knowledge about the
water industry. Richard’s role within Pennon is to lead safe, efficient
and innovative engineering and construction across the greater South
West region.
David Harris
Group Drought and Resilience Director
Appointment: November 2022
He leads the organisation’s drought planning activities as well the
ongoing development of our longer term resilience.
With over 25 years of executive experience, David has successfully led
performance and growth of large infrastructure businesses, both in the
regulated water market and the competitive energy market in Australia.
David brings experience from his time leading one of Australia’s largest
water companies through the worst droughts in the countrys history,
ensuring the constant supply of drinking water and the building of
additional water resources.
The Executive Team continued
Porthminster
Beach, Cornwall
106 Annual Report and Accounts 2023 | Pennon Group plc
Board Leadership and Company Purpose
Disclosure
Committee
Draw up and maintain
procedures, systems
and controls for
the identification,
treatment and
disclosure of inside
information and for
complying with other
disclosure obligations
falling on the Group.
Monitor compliance
with the disclosure
procedures and
keeping the
adequacy of these
procedures under
review.
Governance structure and framework
Pennon Group plc Board
The Board is responsible for providing leadership and oversight of the Group’s business, strategy and associated activities including promoting
its long-term success. The Board’s responsibilities include setting the Group’s values, policies and standards, approving Pennon’s strategy and
objectives, and overseeing the Group’s operations and performance. The Board makes decisions in relation to the Group’s business in accordance
with its schedule of matters reserved.
Pennon Group plc Committees
The terms of reference for each Committee are agreed by Board and can be
found at https://www.pennon-group.co.uk/about-us/board-committees.
WaterShare+ Panel
Ethics
Management
Committee
CEO and Pennon
Executive (PEx)
Responsible for defining and driving
the business priorities that will
achieve delivery of the Group’s
strategy and ensuring, to the extent
of the authority delegated by the
Board, the proper and prudent
management of Group resources to
create and maximise shareholder
value while protecting the interests
of the wider stakeholder group.
Chaired by the Chief Executive
Officer, the Executive meets
regularly to receive reports from the
management committees and to
review and refine recommendations
to be presented to the Board.
Water
Business
Review
Meeting
Investment
Planning
Committee
Drought and
Resilience
Audit
Committee
Ensure the quality
and integrity of the
Group’s financial
reporting, assessing
the application of
accounting policies
given underlying
standards, probing and
testing accounting
judgements made in
preparing financial
reporting and
evaluating whether
the presentation of
the Group’s activities
is fair, balanced and
understandable.
Review and challenge
the ongoing
effectiveness of
the internal control
environment and the
scope and adequacy
of risk management
processes across
the Group.
ESG
Committee
Ensure robust
scrutiny of
key aspects of
environmental,
social and
governance (ESG)
performance and to
oversee Pennon’s
performance against
its ESG strategy
and strategic
sustainability
objectives.
Nomination
Committee
Regular review of
the structure, size
and composition
(including the
skills, knowledge,
independence,
diversity and
experience) required
of the Board,
compared to its
current position
and the skills and
expertise needed in
the future.
Health and
Safety
Committee
Provide a ‘review and
challenge’ function
to support the Board
and the Executive
on all matters
connected to health
and safety including
the deployment of
the health and safety
strategy, resilience
and process safety.
Remuneration
Committee
Ensure remuneration
is aligned with the
Group’s strategy and
reflects the values of
the Group.
Advise the Board
on the framework
of executive
remuneration for the
Group and for the
wider workforce.
PR24
Committee
Plan, prepare for,
oversee and drive
the PR24 Business
Plan, set and approve
strategy for PR24, and
appoint and oversee
relevant executive
committees and
activities to ensure
the delivery of the
plan in line with
the overall
Group strategy.
Pennon Group plc | Annual Report and Accounts 2023 107
Strategic Report Governance Financial Statements Other information
Activity Stakeholder link
Strategic
Strategic direction through to 2050
Reviewing and approving the strategic direction
through to 2050. Agreeing eight priorities and
the enablers for change required to achieve
these priorities.
Bristol Water integration
Reviewing the progress of the integration into
South West Water and the need for a merged
licence. Authorising the final steps to be taken to
affect the integration.
Delivery of capital projects
Reviewing and agreeing a new framework model
for capital delivery. Implementing a new tender
process to attract new partners into the
delivery model.
Financial
Reviewing and authorising the 2021/22 Annual
Report and Accounts
The payment of a final dividend of 26.83p per
share and the holding of a successful Annual
General Meeting.
Energy costs
Reviewing the impact of higher power costs
on operating costs. Identifying options to bring
power and energy efficiencies across all assets.
WaterShare+
Approval of the special WaterShare+ resolution
to shareholders at the 2022 AGM enabling the
execution of the second issuance of the scheme.
Approval of c.£20m to fund both the payment of
the dividend to fund the share purchase, and the
application of bill reductions, for both South West
Water and Bristol Water customers.
Operational
ODI improvements
Meeting regulatory requirements, ongoing
regulatory/innovation initiatives, monitoring
via H&S reports and adapting plans where
needed. Successful regulatory outcomes, safe
customer and employee experience, enhancing
day-to-day operations.
Water Resource Management
Reviewing the Water Resource Management Plan
which sets out how the Company will ensure it
meets demand for water over the next 25 years in
line with Department for Environment, Food and
Rural Affairs (DEFRA) and Environmental Agency
(EA) requirements. Noting options for getting
our specific strategic resource and demand plans
onto the political agenda and for reducing per
capita consumption to 110 l/day.
Legend
Environment People Suppliers Regulators
Customers Communities Investors Policy makers
Supported by:
Operational site visits / Governance, legal and regulatory updates
Key activities of the Board in 2022/23
The key activities that were carried out by the Board during the year, together with an indication of the stakeholders affected and whose interests
the Board considered in its discussions and decision-making are set out below. In 2022/23, the Board has considered a wide range of matters to meet
its obligations.
Inform
Senior Leaders and management prepare written reports in advance
of Board meetings as well as deep-dive presentations on key areas of
the business = to inform and make recommendations for the Board’s
consideration. In addition, regular performance reports are shared with the
Board to ensure they are continuously informed.
The agenda is agreed with the Chair in advance in conjunction with
the CEO and Group General Counsel and Company Secretary.
Recommend and consider
Recommendations and deep
dives from Senior Executives
as well as external advisors to
facilitate decision-making and
accounting for stakeholder
impact are presented to the
Board for consideration.
Approve and action
The Board will consider
matters and agree and
approve actions to
take forward.
Activity Stakeholder link
Environmental
Drought management
Reviewing the response to the drought given the
dry and hot weather. Accelerating all engineering
options, increased customer and water-saving
communication and enhanced stakeholder
engagement. Submission of Drought Order for
Cornwall and instigation of a customer bill
support initiative.
Net Zero strategy, Pollution Incident Reduction
Plan Green, Recovery investment programme and
Environmental Plan
Implementation and monitoring of each of the plans
and adapting each where needed. Alignment of
plans with our strategic priorities. Committing to key
pledges. Delivery to achieve ever more stringent
targets as well as greater public/regulatory scrutiny.
Reinvestment of funds previously identified as
wastewater efficiencies.
Social
Purpose and culture
Reviewing the results of the Great Place to Work
survey. Agreeing the next steps to improving
purpose and culture and considering why scores
around integrity and values were lower than the
previous year. Identifying the types of training
and competencies needed to support the
business in its future development.
Supporting customers on low income
Monitoring of customer service levels and plans
to deliver improved diversity mix and adapting
where needed. Continued alignment of plans to
achieve ever more stringent targets as well as
greater public/regulatory scrutiny.
Governance, Compliance, Legal and Regulatory
Regular updates on Corporate Governance and
key legal developments during the year.
Continued alignment of plans to
ensure appropriate compliance/ best
practice governance.
Risk
Mitigation of key risks
Ongoing focus on key risks, with deep dives at
Audit Committee meetings. Continued alignment
of plans to ensure appropriate risk mitigation
Board Leadership and Company Purpose continued
108 Annual Report and Accounts 2023 | Pennon Group plc
Monitoring purpose and culture
Monitoring and measuring the Group’s purpose and culture is a key focus area for the Board. Our organisation couldn’t deliver without our c.3,000
colleagues. Our purpose, Bringing water to life – supporting the lives of people and the places they love for generations to come underpinned
by our values that we live by – trusted, responsible, collaborative, progressive – governs how we operate, behave and foster a diverse
and inclusive culture. Everything we do, we do with our stakeholders in mind, be it offering our customers financial support when needed, providing
help and funding for community initiatives, working with our regulators and the Government on ensuring the future is sustainable, celebrating and
rewarding our colleagues or finding innovative ways to protect our environment.
Underpinned by the values we live by
New employee panel – RISE
In June 2022, we launched our new people panel, RISE which aims
to be a two-way, open and honest communication forum to discuss
business topics and ensure that the views and opinions of colleagues are
shared with the company. The RISE forum now has over 100 members
stretching across all areas of the business.
Twice a year, RISE members meet with our CEO, Susan Davy and our
Group Chief People Officer, Adele Barker to discuss feedback and ideas
from across the business. The first one took place in January 2023 with
seven RISE representatives.
Trusted –
we do the right thing
for our customers
and stakeholders
Responsible –
We keep our
promises to
our customers,
communities, and
each other
Collaborative –
We forge strong
relationships working
together to make a
positive impact
Progressive –
We are always
looking for new ways
to improve and make
life better
This is a great opportunity for Susan and Adele to understand what is
happening and what’s important for our colleagues. Topics like wellbeing
and mental health, cost of living, communication and hybrid working are
just some of the topics covered with actions and responsibilities agreed
to drive progress over the next quarter.
Our Executive team
visiting Knapp Mill
Water Treatment Works,
Bournemouth
Pennon Group plc | Annual Report and Accounts 2023 109
Strategic Report Governance Financial Statements Other information
The Board understands the role the Group has to play in creating
a more sustainable South West and UK as a whole. We are committed
to carrying out our business in a responsible way and to continuously
improving how we provide all our services for the benefit of all
our stakeholders.
Our Section 172(1) statement describes in more detail how the Board
considers the interests of all our stakeholders when carrying out its
duties. This statement is on pages 112 and 113; you should read it
alongside the sections on pages 27 to 39 to understand how the Board
took stakeholder interests into consideration in all its decision-making
during the year.
We actively engage with all our stakeholders, including our customers,
our communities, our people, our suppliers and our investors.
We are acutely aware that many of our stakeholders are struggling
with the uncertainty posed by the cost -of-living crisis, the political
landscape and wider economic environment.
We are committed to maintaining appropriate and regular dialogue
to ensure our strategy and our performance objectives always reflect
our stakeholders’ expectations and needs. Our continuous engagement
allows stakeholders to give feedback on matters they consider of
importance to them and raise any issues which they would like to
be addressed.
For engagement with the workforce, the Board has decided at this
time not to adopt any of the three specific employee engagement
methods referred to in the UK Code. Instead, our chosen method is
to adopt a more enhanced approach which includes the conduct of a
periodic ‘Great Place to Work’ engagement survey (including related
management feedback sessions) and continuous employee feedback
through our own in-house forums. These comprise our new RISE people
panel, which has recently replaced our employee engagement forum,
and the ‘Big Chat’, hosted by the Executive team. These forums not
only give employees access to important up-to-date information on
key business events; they also provide the opportunity to hear from
the Directors, give feedback and ask questions. The Board believes
Pennon’s chosen approach is an effective way of communicating with
employees and gathering essential feedback from across the business.
This empowers the Board to consider the interests of all employees in
its discussions and decision-making. You can find further information on
employee engagement on pages 31 to 39
Shareholder and investor engagement
Shareholders are one of our key stakeholder groups and we continued
to manage a comprehensive engagement programme with them
throughout the year.
Members of the Executive met with 71% of our institutional investors
during 2022/23, as well as attending 10 roadshows, events and
conferences for investors, in North America, Australia and Europe.
Alongside this programme, we also hosted a Spotlight Presentation
and live Q&A in April 2022 – with focus on investing for sustainable
growth. We also held 95 meetings and calls with current and prospective
investors alike.
Pennon Group maintains a stable shareholder register of which around
half of investors are based in the UK. Institutions hold the majority of
our issued share capital, with the remainder largely held by private client
investment managers. A small proportion is held by retail investors.
The Group Chief Financial Officer and Group Head of Investor Relations
report regularly to the Board on the views of major shareholders, about
the Group. To ensure the Board is always fully briefed on shareholder
views and aspirations, our corporate brokers present frequently to the
Board on equity market developments and shareholder perceptions.
Engaging with our suppliers
We work in partnership with our suppliers to deliver mutually beneficial
outcomes that benefit all our stakeholders. We engage through formal
RFP processes for each AMP period and periodic supplier review
meetings thereafter.
Shareholder and Investor engagement calendar
2022
April
Spotlight Presentation: Investing for
Sustainable Growth
Announcement of the second issuance of our
pioneering WaterShare+ scheme, including
Bristol Water customers.
May
Announcement of Full Year Results 2021/22
June
London and Europe Roadshow
PCIM Roadshow – London and Edinburgh
Credit Suisse Global Energy Conference
RBC Utilities & Infrastructure Conference
Watershare+ Advisory Panel meeting
July
Annual General Meeting
WaterShare+ Annual General Meeting
September
Trading Statement
November
Announcement of Half Year Results 2022/23
Watershare+ Advisory Panel meeting
December
London and Europe Roadshow
PCIM Roadshow – London and Edinburgh
Virtual North America Roadshow
Stakeholder engagement
110 Annual Report and Accounts 2023 | Pennon Group plc
2023
January
Swiss Roadshow (Geneva & Zurich)
Citi European Utilities Conference
February
Bristol Water licence merger successfully
completed
March
Trading Statement
North America Roadshow
May
Watershare+ Advisory Panel meeting
Engaging with our regulators and policy makers
We have proactively engaged with our regulators and Government,
both at a local level, including sharing platforms with local MPs at
constituency meetings, and face to face discussions with DEFRA
throughout the year.
Pennon AGM
The AGM is an important forum where shareholders can meet with
and question the Board, and we are keen to ensure that we continue to
enable shareholder engagement. We enjoyed once again our discussions
with shareholders in person last year, having been remote since the
COVID-19 pandemic. We look forward to engaging with shareholders
again at our 2023 AGM. We will set out information on our arrangements
for our 2023 AGM in the Notice of AGM. The voting results of each AGM
are fully disclosed to the London Stock Exchange, and we were pleased
to see that every resolution at the 2022 AGM was passed with at least
94.45% votes in favour.
Customer AGM
Customers were able to see first-hand how water is supplied to the
City of Plymouth using the latest technology and provide direct
feedback and inform our WaterShare+ Advisory Panel. Lord Taylor,
Chair of the Panel, was also on hand to provide an update on plans for
the next year and discussed how Pennon Group was delivering against
its in year objectives.
Our approach to stakeholder
engagement
NGOs
Household customers
Investors
Visitors
Retail customers
All
stakeholders
Employees
and unions
Landowners
Local
government
and MPs
NGOs
Businesses
Supply chain
WaterShare+
Panel
Customer
AGM
Stakeholder
Engagement
Forums
Regulators
Universities and
researchers
Identify key
stakeholders
Engage to
understand
priorities and
material issues
Review and
communicate
progress and
performance
Engage on
delivery and
partnership
working
Engage to develop
strategies and
plans to meet
priorities
Pennon Group plc | Annual Report and Accounts 2023 111
Strategic Report Governance Financial Statements Other information
Section 172(1) Statement
All of the Board’s decisions are considered against the importance of
acting in a sustainable, ethical and collaborative way, understanding
the views of our different stakeholders and weighing their competing
interests, whilst being mindful of the regulatory obligations owed by
Pennon Group’s regulated subsidiary, South West Water limited. Our
Board leads and sets the tone by carefully noting the priorities of
our stakeholders during its discussions and when it takes decisions.
We also know the importance of continually assessing the long-term
impacts of our decisions. This helps us live our purpose and our
values, as a responsible, trusted and sustainable business acting in a
way which benefits all our stakeholders as much as possible. Properly
understanding the impact of what we are doing has become part of how
we operate, and it permeates everything we do at Pennon.
Each Director has a duty under section 172 of the Companies Act (s.172),
to act in a way they consider, in good faith, would be most likely to
promote the success of the Company for the benefit of members and
stakeholders as a whole, and in doing so, must have regard to a range of
broader issues. Therefore, when the Board makes a decision, we always
take full account of the following:
the long-term consequences of our decisions
the interests of our employees
the importance of having excellent business relationships with
suppliers, customers and anyone else who we impact
the impacts our operations have on our communities and our
environment
ensuring we maintain our reputation for the highest standards of
business conduct
we will always act fairly between our shareholders
As part of every decision we make, we look at how we will impact our
stakeholders. To enable us to understand the points of view of our
stakeholders and where our decisions could affect them, we
have a stakeholder engagement programme. We see stakeholder
engagement both as fundamental to development and delivery
of our purpose and strategy and as critical for our long-term
sustainable success. Although there are often competing interests
and priorities involved, being clear on what matters to our
stakeholders, allows our Board to weigh-up all relevant factors.
We have identified our stakeholders as:
Environment
Customers
Our People
Communities
Suppliers
Investors
Regulators
Policy makers
Examples of some of the key strategic issues considered and decisions made by the Board during the year and an explanation of how the Board
considered the matters in Section 172(1) (a) – (f) when taking decisions are set out in the table below.
Section 172 considerations Our engagement The Board’s role
Drought
Management
As a Group, we have recognised
the challenges an impact of the
unprecedented shortage of rainfall
this year within the region, on our
customers, communities, and wider
stakeholders. We were quick to put in
place measures to mitigate any
adverse impacts
We noted that next year’s water
resource position would start from
a low base
We reviewed the implications
of proceeding with a non-
essential use drought order
and drought permit options
noting that two thirds of the
required savings would need
to be met from supply-side
interventions.
We considered the impact
of financial incentives to
customers who saved water.
We approved the submission of a Drought Order
to cover Cornwall and the investments required
to increase water resilience.
We supported in principle the customer bill
support initiative.
We approved and implemented a recruitment
strategy tailored and specialising in drought and
water resource management to ensure future
resilience.
We approved £30m of initiatives and investments
that are already underway.
We approved £95m of additional investment
including desalination to build future resilience.
We debated key risks of the various options and
used a broad range of scenario modelling.
112 Annual Report and Accounts 2023 | Pennon Group plc
Section 172 considerations Our engagement The Board’s role
Pollution
and the
Environment
We have a vital role to play in pollution
reduction within our region which
speaks to our commitment to operate
in an environmentally sustainable
and responsible manner. We further
developed our Pollution Incident
Reduction Plan. We strive to have a
better relationship with our regulators.
We continued the measures
implemented in 2021
which required working
closely with customers, the
Environment Agency and
local communities.
We recognise the responsibility the Board has
to the environment and implemented this view
throughout the year.
We noted the progress made on reducing our
pollutions and reviewed the strategy together
with our targets over the next two years.
We noted the recent changes to penalise
amenity-related pollutions within category 1 or 2
and progress against these.
We reviewed strategies for preventing
illegal connections.
On WaterFit, we engaged with our key
stakeholders including OFWAT and the EA.
Integration of
Bristol Water
Following the clearance from the
Competition and Mergers Authority on
7th March 2022, the Board was pleased
to finalise the license merger with
Bristol Water, on 1st February 2023, and
welcome colleagues to the Group.
Following clearance for
the merger we worked on
the integration, licence
merger and statutory
transfer process.
We approved the submission of the required
licence variation and the issue of the Section
8 notices.
We endorsed the proposal to transfer the Bristol
Water debt portfolio to South West Water.
We delegated authority to the Group Chief
Financial Officer and Group Treasurer to agree
the final terms of documentation.
Water
Resource
Management
The long-term sustainability of the
company and its continued ability to
supply water to its customers is critical
but needs to be balanced against the
impact on the environment
and communities.
We investigated long term
interventions to shore up our
ability to provide services
including looking at
other sources.
We considered options including new water
sources (including Blackpool Pit and Leswidden
Lake), installing desalination and dewatering. We
noted the potential extent of these works and
the need for full environmental assessments.
We debated the restrictions on abstraction
that the company is subject to and requested
further reports on long-term water resource
management.
Delivery of
the WINEP
programme
High standards of business conduct are
critical to the company’s operations and
reputation. This includes alignment with
regulatory guidance. As a company,
we are committed to delivering our
WINEP programme to meet our
environmental obligations.
We considered the assurance
activities undertaken in this
respect noting the positive
assessment provided by our
external technical advisers.
We considered the
relationship between the cost
of schemes and impacts into
bills and affordability as well
as resourcing challenges
We considered the relationship between the cost
of schemes and impact on bills.
We considered the assurance activities
undertaken in this respect, noting the positive
assessment provided by our external advisers.
We delegated authority to the Executive to
approve the submission of the proposals,
noting our statutory obligations, non-statutory
requirements and the priority drivers of the EA
and Natural England.
Affordability
As a Group, we do not only recognise
the needs of our wider stakeholders
and investors but also the needs of our
people and customers. This year, the
Board has had the cost of living crisis
at the forefront of their minds when
supporting our colleagues
and customers.
We investigated means of
providing incentives to our
customers and reducing the
cost of their water supplies
Building on the success of the first WaterShare+
scheme, we approved the second WaterShare+
initiative, with £20m being given to South West
Water, Bournemouth Water, and, for the first time,
Bristol Water customers, in the form of a Pennon
share or £13 credit added to their bill.
We approved the launch of the ’Stop the Drop’
initiative, which asked all customers in Cornwall
to come together to help ’Stop the Drop’ in
reservoir levels. The Board was happy to give
support to customers and approve £30 credit
to customers’ bills, in Cornwall, if Colliford
Reservoir rose to 30% storage capacity by
31st December 2022.
Pennon Group plc | Annual Report and Accounts 2023 113
Strategic Report Governance Financial Statements Other information
There is a clear separation of responsibilities between the Chair and the Chief Executive Officer, divided between managing the Board and the
business, while maintaining a close working relationship.
All Directors are equally accountable for the proper stewardship of the Group’s affairs and have specific roles, which include those set out below:
Non-Executive Directors Executive Directors
Chair
Gill Rider
Leading the Board and setting its agenda.
Promoting the highest standards of integrity and probity
and ensuring good and effective governance.
Managing Board composition, performance, and
succession planning.
Providing advice, support, and guidance to the Chief
Executive Officer.
Representing the Group and being available to shareholders.
Discussing separately with the Non-Executive Directors
performance and strategic issues.
Senior Independent Director
Neil Cooper
Assisting the Chair with shareholder communications and
being an additional point of contact for shareholders.
Acting as a sounding board for the Chair.
Being available to other Non-Executive Directors if they have
concerns that are not satisfactorily resolved by the Chair.
Ensuring an annual performance evaluation of the Chair,
with the support of the other Non-Executive Directors.
Non-Executive Directors
Claire Ighodaro, Iain Evans, Jon Butterworth,
Dorothy Burwell, Loraine Woodhouse
Critically reviewing the strategies proposed for the Group.
Critically examining the operational and financial performance
of the Group.
Evaluating proposals from management and constructively
challenging its recommendations.
Contributing to corporate accountability through being active
members of the Committees of the Board.
Group Chief Executive Officer
Susan Davy
Managing the Group and providing executive leadership.
Developing and proposing Group strategy.
Leading the operation of the Group in accordance with the
Board decisions.
Coordinating with the Chair on important and strategic Group
issues and providing input to the Board’s agenda.
Contributing to succession planning and implementing the
organisational structure.
Leading on acquisitions, disposals, business development and
exploiting Group synergies.
Managing shareholder relations.
Group Chief Financial Officer
Paul Boote
Supporting the Group Chief Executive in providing executive
leadership and developing Group strategy.
Reporting to the Board on performance and developments
across the business.
Implementing decisions of the Board.
Managing specific business responsibilities.
Managing investor relations including financing
and treasury activities.
Company Secretary
Simon Pugsley (to 30 November 2022),
Andrew Garard (from 1 December 2022)
As Group General Counsel, with remit covering compliance, statutory duties and governance, providing strategic legal and commercial advice
to the Group and the Board in its deliberations. As Group Company Secretary, attending and supporting all Board and associated Committee
meetings of Pennon Group plc, South West Water Limited and Bristol Water plc.
Division of responsibilities
114 Annual Report and Accounts 2023 | Pennon Group plc
Managing the Group and its subsidiaries
Following the acquisition of Bristol Water in June 2021, the South West
Water Board and the Bristol Water plc Board operated as separate
independent boards in accordance with Ofwat’s principles on board
leadership, transparency and governance until February 2023. The
refocus of the Group on UK water means the interests of the non-
regulated and regulated businesses are more closely aligned and
provide for more effective leadership and governance. Because the
three boards were run concurrently, the Directors were well-positioned
to assess matters holistically and provide continuity to the Group as it
moves to a water-only enterprise. Despite this concurrency, the Group’s
rigorous conflicts of interest process safeguarded the South West Water
and the Bristol Water plc Boards’ ability to set and have accountability
for all aspects of the regulated business’ strategy thereby ensuring
and strengthening South West Water’s and Bristol Water plc’s
regulatory ringfence.
While certain matters may be delegated to the Board Committees and
to the Executive Directors, as appropriate, the matters reserved for the
Board include:
All acquisitions and disposals.
Major items of capital expenditure.
Authority levels for other expenditure.
Pennon’s dividend policy.
Risk management process and monitoring of risks.
Approval of the strategic plan and annual operating budgets.
Group policies, procedures and delegations.
Appointments to the Board and its Committees.
The Board also endorsed certain decisions taken by the South West
Water and Bristol Water plc Boards, including major capital projects
and investments, long-term objectives and commercial strategy, the
five-year regulatory plans, annual budgets, and certain decisions relating
to financing. This approach was compatible with Ofwat’s principles on
board leadership, transparency and governance because such decisions
were ultimately reviewed and approved by the South West Water and
Bristol Water plc Boards. Approval of South West Water’s and Bristol
Water plc’s dividend policy and the declaration of dividends to be paid
by South West Water or Bristol Water plc to Pennon also were reserved
for the South West Water and Bristol Water plc Boards, respectively.
Conflicts of interest
In accordance with the Directors’ interest provision of the Companies
Act 2006 and the Company’s Articles of Association, the Board has in
place a procedure for the consideration and authorisation of Directors’
conflicts or possible conflicts with the Company’s interests. The Board
considers this has operated effectively during the year.
Each Director has a duty under the Companies Act 2006 to avoid
a situation in which they have or may have a direct or indirect interest
that conflicts or might conflict with the interests of the Company.
This duty is in addition to the duty owed to the Company to disclose
to the Board any interest in a transaction or arrangement under
consideration by the Company.
A register of Directors’ conflicts is maintained and reviewed at each
Board meeting. Authorised conflicts disclosed on the register currently
involve cross-directorships with Pennon Water Services Limited and the
trustee board of the Group’s defined benefit scheme. Other potential
conflicts of interest that were examined during the year included:
The appointment of Claire Ighodaro to her role at KPMG
Neil Cooper’s disclosure of his interest in a holiday home potentially
impacted by a South West Water commercial agreement.
Related parties
The processes outlined above in relation to conflicts of interest, together
with the commissioning of frequent share register analysis, enable the
Board to monitor the Group’s related parties so that any related party
transactions may be quickly identified and compliance with the Listing
Rules ensured.
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Board support and training
Directors have access to the advice and services of the Company Secretary, and the Board has an established procedure whereby Directors may seek
independent professional advice at the Company’s expense to fulfil their duties. The Company Secretary is responsible for ensuring that the Board
operates in accordance with the governance framework and that information flows effectively between the Directors, the Board, and the Committees.
The training needs of Directors are reviewed as part of the Board’s performance evaluation process each year. Training may include attendance at
external courses organised by professional advisors and also internal presentations from senior management.
During the year, updates were provided to the Board and Committees via the Group General Counsel and Company Secretary and/or the Company’s
external advisors. These included updates on mandatory reporting and recent legal or governance changes, including shareholder guidelines.
Specifically, the Board received updates on:
Proposed changes to the Corporate Governance Code noting the move towards an outcome-based approach backed up with specific reporting
and assurance requirements.
The potential new regulator to replace the FRC announced in May 2022 that will have new powers to tackle breaches of company directors’ duties
relating to corporate reporting and auditing.
The Data Protection and Information Bill introduced to Parliament on 18 July 2022 with the aim to “update and simplify” the UK’s data
protection framework.
Non-Executive Director induction programme
As part of Dorothy and Loraine’s induction to Pennon and its Group
companies, they took the opportunity with Andrew to visit several
sites across the region including a drinking water treatment site, a
sewage treatment site and a reservoir catchment project.
The two days of site visits were complimented by a full day briefing
session on topics ranging from Governance and Group Finance
to the Group’s approach to Health and Safety and key risks and
opportunities faced by Pennon and the wider UK water industry.
Induction programme
Newly appointed Directors receive a formal, tailored induction.
Supported by:
Operational site visits and governance, legal and regulatory updates
Introductions
Introduction meetings with key
stakeholders in the business and an
outline of the Board and its Committees.
Information
Presentations from Directors to
provide key information on Finance,
Remuneration, Health and Safety, Legal,
Regulatory, Risk, Environmental and
other key Group matters.
Engagement
Newly appointed Directors are invited to
visit different operating facilities across
the Group and to meet with employees
in order to better understand key
processes and systems.
Composition, succession and evaluation
116 Annual Report and Accounts 2023 | Pennon Group plc
Pennon Board composition, independence,
and experience
The Board comprises the Chair, six Non-Executive Directors, two
Executive Directors and the Company Secretary. At year end, female
representation on the Board was at 55%, exceeding the Board’s target
of 40% and the target of the FTSE Women Leaders Review and the
Listing Rules.
All of the Non-Executive Directors are considered by the Board to be
independent. Noting their intentions of retiring as set out below and
given their longer service a particularly rigorous review was undertaken
in respect of their respective re-elections, the Board remains satisfied
that, based on their participation at meetings and their contribution
outside of the boardroom, both Gill Rider and Neil Cooper continue
to demonstrate independence of character and judgement in the
performance of their role. An explanation regarding the Board’s
recommendation that Gill Rider and Neil Cooper remained in office
during 2022/23 notwithstanding their long service to the Board, is
shown below.
Neil Cooper will be retiring from the Board in September 2023 and Gill
Rider will be stepping down as Chair in 2024. Details of the recruitment
process for their successors is set out in the Nomination Committee
Report on page 128.
All Directors are subject to re-election each year. All the Non-Executive
Directors are considered to have the appropriate skills, experience in
their respective disciplines and personality to bring independent and
objective judgement to the Board’s deliberations. Their biographies on
pages 102 to 104 demonstrate collectively a broad range of business,
financial and other relevant experience.
Neil Cooper is Chair of the Audit Committee and in accordance with the
UK Code and FCA Disclosure Guidance and Transparency Rule 7.1.1, has
recent and relevant financial experience and competence in accounting
and auditing (as set out in his biography on page 103). The Board is
satisfied that the Audit Committee has competence relevant to the
sector in which the Group operates.
Succession planning
Neil Cooper
Neil Cooper has served eight years following the Board agreeing that his
term be extended to nine years last year. The Board recommends Neil’s
re-election at the 2023 AGM ahead of his stepping down in September
2023. Information on our succession planning for the Audit Committee
Chair role is in the Nomination Committee Report on page 128.
Gill Rider
In 2021, noting that Gill’s tenure as a Non-Executive Director was
approaching nine years and following an independent review and
extensive consultation with shareholders, the Board was satisfied that
an extension of no more than three years from July 2021 as Chair was
appropriate. The rationale for this was set out in the 2022 Annual Report.
The Board believes that these factors remain relevant this year. Gill will
retire from the Board no later than July 2024 and the Board believes
that continuity of leadership and strategic leadership between now and
then is important as the Group continues to re-position itself as a major
operator in the UK Water sector.
The Board considers that the extension of Gill’s term as Chair both
facilitates effective succession planning and the development and
continuation of a diverse Board. For these reasons, and mindful of
the recommendations of the UK Corporate Governance Code, the
Board believes it to be in the best interests of the Company and its
shareholders, for Gill to remain as Chair, and recommends her re-election
at the 2023 AGM. It therefore recommends her re-appointment to the
Board as Chair for one more year.
Further information on succession is provided in the Nomination
Committee Report on page 128.
External appointments
Susan Davy
Susan Davy continued as a Non-Executive Director of Restore plc
throughout 2022/23. The Board is of the opinion that the experience
gained from external appointments provides additional and different
business experience and a fresh insight into the role of an Executive
Director. She is also a Non-Executive Director of Water UK, the
membership body representing the UK water industry.
Chair and Non-Executive Directors
Information on the other business commitments of the Chair and
Pennon’s Non-Executive Directors is on pages 102 to 104.
Board effectiveness review
The Board undertakes a formal and rigorous review of its
performance and that of its Committees and Directors each year.
This ensures that they continue to operate effectively and are
identifying opportunities for improvement and best practice, as
well as helping to inform future agenda items and areas of focus.
This year the review was undertaken by a third party, Equity
Culture, by means of online interviews with a number of the Board,
in consultation with the Chair and respective Committee Chairs, in
January and February 2023. The outcome of the review concluded
that the Board, its Committees, and individual Directors continued
to demonstrate a high degree of effectiveness and collaboration,
and that the Board had a forward-thinking mindset and a good
understanding of opportunities for growth and risks facing the
business, with the following positives, negatives and/or actions
suggested. The detailed areas of assessment, commentary/ feedback
and actions is included within the Nomination Committee report on
pages 130 to 131.
In parallel with the Board effectiveness review the Committee
undertook a 360-degree evaluation of the executive committee
members and ensured the feedback was shared with the Group's
senior leadership.
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Strategic Report Governance Financial Statements Other information
Risk management and the Group’s system
of internal control
The Board is responsible for maintaining the Group’s system of internal
control to safeguard shareholders’ investments and the Group’s assets
and for reviewing its effectiveness. The system is designed to manage
rather than eliminate the risk of failure to achieve business objectives
and can only provide reasonable and not absolute assurance against
material misstatement or loss. An ongoing process for identifying,
evaluating and managing the significant risks faced by the Group has
been in place throughout the year and up to the date of the approval of
this Annual Report and Accounts and is regularly reviewed by the Board.
The Group’s system of internal control is consistent with the Financial
Reporting Council’s (FRC) ‘Guidance on Risk Management, Internal
Control and Related Financial and Business Reporting’ (FRC Internal
Control Guidance).
The Board confirms it applies procedures in accordance with the UK
Code and the FRC Internal Control Guidance, which bring together
elements of best practice for risk management and internal control by
companies. The Group’s internal audit function undertakes specific risk
assessments to identify vulnerable risk areas in the Group. The Board’s
risk framework described on page 53 of the Strategic Report provides
for the identification of key risks, including ESG risks, in relation to the
achievement of the business objectives of the Group, monitoring of such
risks and ongoing and annual evaluation of the overall process. ESG
risks identified and assessed by the Board cover areas such as health
and safety, climate change and tax compliance. Details of the key risks
affecting the Group are set out in the Strategic Report on pages
52 to 62.
Key performance indicators are in place to enable the Board to measure
the Company’s ESG performance on pages 65 and 66 and a number of
these are linked to remuneration incentives on page 137.
As part of the review evaluating the system of risk management and
internal control under the Group risk management policy, all Executive
Directors and senior managers are required to certify on an annual basis
that they have effective controls in place to manage risks and to operate
in compliance with legislation and Group procedures.
The Group’s processes and policies serve to ensure that a culture of
effective control and risk management is embedded throughout the
Group and that the Group is able to react appropriately to new risks as
they arise.
Code of Conduct and policies
The Group’s Code of Conduct was reviewed and re-endorsed
in November 2022. The Code of Conduct and related policies set out
Pennon’s commitment to promoting and maintaining the highest ethical
standards. Areas covered in the Code of Conduct and related policies
include our impact on the environment and our communities, our
workplace, and our business conduct.
The Code of Conduct sets out the values and principles by which we
operate and provides a framework for ethical business practices. It is
further supported by several policies that guide our workforce and
suppliers, so that we can identify and deal with suspected wrongdoing,
fraud or malpractice, maintain the highest standards of compliance, and
apply consistently high standards of ethics. We aim to maintain a culture
that fosters the reporting of any concerns, and trust and confidence that
we will act upon them.
Anti-bribery and anti-corruption
The Group’s policy on anti-bribery and anti-corruption strictly prohibits
employees across the Group from offering or accepting bribes,
facilitation payments and kickbacks. The policy requires proper due
diligence checks of third-party suppliers and contractors doing business
with the Group, including a corruption risk assessment to examine
the nature of the proposed work or transaction. The policy provides a
framework that requires everyone who works with or for the Group to
always act honestly and with integrity. The policy has been rolled out
comprehensively into all parts of the Group, with regular online training
arranged by the legal compliance team. The Group ensures compliance
with the policy in line with our risk-based approach by conducting
planned and ad hoc checks, providing both general and specific
training, and carrying out detailed investigations into allegations
of potential wrongdoing (whistle blows) received from employees,
customers and suppliers. The potential consequences on colleagues
and the Group itself are clearly set out in the policy as are the
processes for raising concerns.
To mitigate risk, targeted authorisation and oversight processes are
applied to the areas that have been identified as being more vulnerable
and additional training is provided.
The legal compliance team likewise actively assesses high-risk areas
based on information gained through its close working relationship
with the Group internal audit function. Assessments are undertaken
using several entry points, including using the output of reviews with
the executive teams, during and following face-to-face training, and
analysing whistleblowing reports. Any foreign trading operations,
procurement activities, business development and back-office functions
continue to be specifically reviewed for compliance with anti-bribery and
anti-corruption requirements. Comprehensive operating procedures are
in place to address risks in those areas, with regular reviews taking place
to ensure the assessment of risk remains up to date.
The anti-corruption and anti-bribery policy also sets out the
employment consequences for its breach and potential legal sanctions
under bribery laws. Any breaches or failure to adhere to the Group’s
strict standards of integrity and honesty will be subject to disciplinary
action, up to and including dismissal from the Company. All employees
are required to read, understand, and comply with the policy and report
any circumstances or any suspicions of fraud, bribery, corruption or
other irregularities, either to a line manager or by using the Group’s
confidential whistleblowing service Speak Up. There were no confirmed
cases of bribery, corruption, fraud, or business ethics violations during
the year.
Allegations of bribery or corruption are reported to the Audit Committee
together with investigation outcomes and details of any action taken,
which are disclosed to our external auditors
Training and communications
Our comprehensive programme of training and internal communications
continues with targeted messaging and interactive training sessions.
This programme addresses the business’s key compliance risk areas
and has been designed to increase resilience, heighten awareness, and
promote a culture of doing the right thing.
Audit, risk and internal control
118 Annual Report and Accounts 2023 | Pennon Group plc
Whistleblowing policy – Speak Up
The Speak Up service encourages employees to raise concerns about
suspected wrongdoing or unlawful or unethical conduct, explains how
any such concerns should be raised and ensures that employees are
able to do so without fear of reprisal. The Group’s whistleblowing policy
specifically covers and encourages reporting of:
Endangering someone’s health and safety.
Anything that is against the law.
Stealing or fraud.
Corrupt or dishonest activity.
Damage to the environment.
Covering up wrongdoing.
Abuse of authority.
Intentionally misreporting to a regulatory body.
Bullying, harassment and/or victimisation.
The Speak Up service comprises telephone and web-based reporting
channels operated for Pennon by independent provider NAVEX Global.
Following receipt of a report, the allegation will be assessed, and an
investigation started promptly. The investigation process is overseen
by the Ethics Management Committee and will be undertaken fairly,
impartially, and thoroughly by appropriately trained investigators with
strict confidentiality being maintained at all stages of the investigation.
After each investigation, a confidential review is undertaken by the Head
of Legal Compliance to identify any lessons learnt, or organisational
improvements or training requirements. Other improvements identified
are always acted upon, while ensuring the paramount requirement
of operating a whistleblowing process that protects the identity of
individuals and the independence and integrity of the process. Our
whistleblowing process is designed to support our staff, reflect shared
responsibility, promote a positive culture, provide unique insights and is
central to our system of checks and balances.
Legal Compliance policies and our Code of Conduct
The Group has policies in place covering the acceptance of gifts and
hospitality, anti-facilitation of tax evasion and conflicts of interest, which
require our people to disclose any situation which may conflict with their
responsibilities as Pennon employees.
Our Code of Conduct and other key compliance policies can be found in
the Governance and Remuneration section of our Group website at
www.pennon-group.co.uk/sustainability/code-conduct-and-policies
under Internal Control.
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Strategic Report Governance Financial Statements Other information
Audit Committee Report
Committee
members
Date of
appointment to
Audit Committee
Attendance
Neil Cooper September 2014
Claire Ighodaro September 2019
Iain Evans
1
September 2018
Jon Butterworth
1
July 2020
Loraine Woodhouse December 2022
Dorothy Burwell
1
December 2022
1. Following a review of Board Committee composition Iain Evans, Jon Butterworth
and Dorothy Burwell ceased to be members of the Audit Committee effective
31st January 2023.
Role of the Audit Committee
Ensure the quality and integrity of the Group’s financial and
regulatory reporting.
Monitor and review the effectiveness of the internal
control environment.
Challenge the scope and adequacy of the Group’s risk
management processes.
The Audit Committee is focused on ensuring
sound financial and risk management to support
the Groups strategy
Neil Cooper
Chair of the Audit Committee
The Committee’s focus for 2022/23
Ensure the 2023 Annual Report and Financial Statements are fair,
balanced and understandable.
In depth review of the key financial reporting judgements.
Risk ”deep-dives” in key focus areas.
Consideration of the FRC’s review of the external auditor’s 2022
audit of Pennon Group plc.
Scrutiny of our responses to address the risks posed by rising
inflation and the resultant cost of living crisis.
Dear Shareholder
On behalf of the Board, I am pleased to present the Audit Committee’s
report for the year ended 31 March 2023. This report is intended
to provide shareholders with an insight into the work of the Audit
Committee (‘the Committee’) together with details of how the
Committee has discharged its responsibilities throughout the year and
overseen the process of assurance over the integrity of the 2023 Annual
Report and Financial Statements (‘the 2023 Annual Report’).
As in previous years, we have focused on the following key priority areas:
Ensuring the quality and integrity of the Group’s financial reporting;
this is done through the assessment of the application of accounting
policies given underlying standards, challenging management through
the review of the use of accounting judgements made in preparing
financial reporting and the Committee’s assessment of the quality of
financial reporting of the Group in terms of whether its presentation is
fair, balanced and understandable.
Ensuring the 2023 Annual Report is aligned with the requirements
and guidance from regulators, and that all matters reported on and
disclosed meet the needs of our various stakeholders.
Monitoring and reviewing the ongoing effectiveness of the internal
control environment.
Challenging the scope and adequacy of risk management processes
across the Group. In doing this, we monitor the expression of the
Group’s risk appetite and undertake “deep dive” reviews of higher
risk areas.
The Committee uses its collective expertise, with input from the External
Auditor, to provide a robust challenge to the approach and judgements
made by management in the treatment of financial matters and their
resulting disclosures within the financial statements. One of our key roles
is to advise the Board that we are satisfied that the 2023 Annual Report
is fair, balanced and understandable and that it provides the information
necessary for shareholders to assess the Group’s position, trends in
performance, business model and strategy. In doing so, we ensure that
management’s disclosures reflect the supporting detail, or challenge
them to explain and justify their explanation and, if necessary, re-present
the information. As part of fulfilling these commitments, we carefully
consider the key financial reporting judgements of the management as
set out on page 123. Significant matters considered by the Committee
both during the year and in relation to the year-end financial statements
are laid out in this report. The External Auditor supports this process in
the course of the statutory audit.
120 Annual Report and Accounts 2023 | Pennon Group plc
The Committee was pleased to advise the Board that the 2023 Annual
Report met these criteria. Details of our review process can be found on
page 125.
The Committee discharges its responsibilities throughout the year in
accordance with a schedule of business reflecting the annual external
reporting cycle of the Group, allowing for appropriate consideration at
the right point. This scheduling also allows for consideration on an ad-
hoc basis of events as they have arisen.
In regard to risk, the process starts with the Group’s Executive Risk
Committee formulating its risk appetite as well as its ongoing monitoring
of key risks and their mitigation. The Committee then considers this
formally, as well as homing in on key risk areas.
During the year, these key risk deep dives covered a wide range
of topics including the risks posed by:
Cyber security breaches.
Non-recovery of customer debt.
Regulatory planning for PR24.
Availability of financing for our accelerated investment programme.
More detail on our risk management processes, principal risks and their
associated mitigations can be found on pages 52 to 62.
Alongside this focus on our risk processes, we formally review the
output of the Group’s financial resilience and health assessments; for a
12-month ‘look forward’ period through our assessment of the Group’s
going concern status and over a period of five years to assess the
Group’s continuing viability. This viability assessment has considered a
range of financial projections arising from the current challenging and
complex external environment with ongoing uncertainties in relation
to economic growth, inflation prospects and the indirect impact of
the ongoing conflict in Ukraine. These are modelled through internal
scenarios around the deployment of Group cash reserves and which
now incorporate the integration of Bristol Waters operating licence
into South West Water. While the Group maintains a five-year viability
assessment period, being appropriate for an acquisitive group, South
West Water, now including the operating commitments of Bristol Water,
has continued to use a longer assessment period to 2030, since it has a
greater visibility of future cash flows, being a regulated businesses.
Our viability statement is reported on pages 63 and 64.
Throughout the year, the Group has remained focused on delivering
a resilient performance in UK water, despite a difficult period of cost
inflation, as we execute our twin-track growth strategy of utilising both
organic and acquisitive levers to drive long-term sustainable growth. We
are focused on delivering sustainable results for all stakeholders.
Key considerations for the Committee in the last year in delivering these
commitments include:
Consideration of the FRC’s review of the External Auditor’s 2022
audit of Pennon Group plc and its thematic review of acquisition
disclosures, which included Pennon
The impact of unprecedented weather conditions and demand in
Cornwall, with a combination of temperature and drought leading to a
1-in-200-year water resource shortfall and the appropriate disclosure
of the financial impact of this
Scrutiny of our responses to address the risks to the business posed
by rising inflation and the resultant cost of living crisis
Challenging our financial projections and scenario analysis
to ensure we are well placed to deliver our environmental
investment commitments.
I am pleased to welcome Loraine Woodhouse to the Committee as
part of our Board succession planning. I will be stepping down as Chair
during 2023 as I reach the end of my nine-year tenure at Pennon and
am confident that Loraine, who will succeed me, has the experience
and gravitas to both oversee a smooth transition and perform the
role successfully going forward. I would like to thank the members of
the Committee past and present, the management team, the internal
auditors and our External Auditors and advisors for their continued
commitment and for the contribution they all provide in support of the
work of the Committee, not just for the year under review, but during my
tenure as Committee Chair.
Neil Cooper
Chair of the Audit Committee
31 May 2023
Exeter Quay taken on one of our litter pick days
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Strategic Report Governance Financial Statements Other information
Audit Committee composition
All members of the Committee are Independent Non-Executive Directors of the Board. In accordance with the UK Code, the Board is satisfied that Neil
Cooper, Claire Ighodaro, Loraine Woodhouse, Iain Evans and Jon Butterworth, all of whom served on the Committee during the year under review have
recent and relevant financial experience and also, in accordance with FCA Rule 7.1.1R of the FCA’s Disclosure Guidance and Transparency Rules have
competence in accounting or auditing. Following a review of the composition of Board Committees, Iain Evans and Jon Butterworth stood down from
the Audit Committee in March 2023.
Only members of the Committee have the right to attend Committee meetings. Other regular attendees at meetings, at the invitation of the Committee,
include the Chair of the Board, the Group Chief Executive, the Group Chief Financial Officer, the Group General Counsel and Company Secretary,
Director of Risk and Assurance, Group Financial Controller and the External Auditor.
The Committee regularly holds private discussions with the External Auditor without management present. Further, the Committee Chair regularly
communicates with the Group Chief Financial Officer, the External Auditor and with Committee members outside the meetings to better understand
any issues or areas for concern.
Matters of significance in 2022/23
Financial
reporting
Reviewed and discussed reports from management on the financial statements, considered management’s significant
accounting judgements and the policies being applied, and assessed the findings of the statutory audit in respect of the
integrity of the financial reporting of full and half year results.
Reviewed the internal assessment of going concern and longer-term viability on behalf of the Board.
Reviewed in detail the 2023 Annual Report and advised the Board that the presentation of the 2023 Annual Report is fair,
balanced and understandable in accordance with reporting requirements, including the consideration of climate risk in the
preparation of the financial statements, and recommended the Board give approval for publication.
External auditor
Oversaw the 2022/23 statutory audit, including the key audit risks and level of materiality applied by the External Auditors.
Assessed the effectiveness of the External Auditor and made a recommendation to the Board on their reappointment.
Agreed the statutory audit fee for the year ending 31 March 2023.
Reviewed and approved the non-audit services and related fees provided by the External Auditors for 2022/23.
Internal controls
and risk
management
Reviewed the effectiveness of the Group’s risk management framework and its integration into Board and
Committee Reporting.
Reviewed the Group’s Risk Appetite Statement prior to making a recommendation to the Board.
Monitored fraud reporting and incidents of whistleblowing, including a review of the Group’s whistleblowing processes and
procedures and reporting to the Board on this.
Reviewed the Group risk register and considered appropriate areas of focus and prioritisation for the internal audit work
programme for the financial year.
Carried out deep dives at Committee meetings on principal risk areas.
Governance
Considered and approved Group accounting policies and judgements used in the preparation of the financial statements,
including any required alignments of Bristol Water’s accounting policies.
Reviewed and considered internal financial policies.
Confirmed compliance with the UK Code.
Held regular meetings with the external auditor and the Group Director of Risk and Assurance without members of
management being present.
Regarding monitoring of the integrity of the financial statements, which is a key responsibility of the Committee identified in the UK Code, the
significant areas of judgement considered in relation to the financial statements for the year ended 31 March 2023 are set out in the following table,
together with details of how each matter was addressed by the Committee. At the Committee’s meetings throughout the year, the Committee and the
external auditor have discussed the significant matters arising in respect of financial reporting during the year, together with the areas of particular
audit focus, as reported on in the independent auditor’s report on pages 162 to 169. In addition to the significant matters set out in the table below, the
Committee considered presentational disclosure matters including the use of non-underlying performance metrics and ensuring a fair presentation of
statutory and non-statutory performance and financial measures.
Audit Committee report continued
122 Annual Report and Accounts 2023 | Pennon Group plc
During the year, the Committee’s areas of focus included:
Area of focus How the matter was addressed by the Committee
Revenue recognition Given the nature of the Group’s revenue, the key areas of income statement judgement for South West Water, Bristol
Water and Pennon Water Services continue to be in respect of revenue recognition relating to income from water
services. While the Committee relied on South West Water’s, Bristol Water’s and Pennon Water Services’ processes
for assessment of water into supply, it challenged the robustness and timeliness of the methodology used, resulting
in management streamlining the calculation approach. The Committee welcomed this improvement and continues
to scrutinise the track record of accuracy by comparing actual outturns with accruals at previous year ends to form
a judgement about the quality of decision making. The Committee also closely considered the work in respect
of these areas at year end by the external auditor as well as reviewing disclosures around revenue recognition
accounting policies.
Bad and doubtful debts Regular updates on progress against debt collection targets and other contractual payments due are received by
the Board. Performance is monitored regularly across the Group against historical standards and compared to the
track records of other companies in the relevant sectors. The Committee was particularly mindful of the ongoing
impacts of affordability on the assessment of expected credit losses in determining the bad debt provision, noting
the significant increases in inflation arising from macro-economic developments. At the year end, the external
auditor reported on the work it had performed, which, together with the detailed analysis reported, enabled the
Committee to conclude that management’s assessment of the year-end position and its provisions for expected
credit losses were reasonable.
Going concern basis for
the preparation of the
financial statements
and viability statement
A report from the Group Chief Financial Officer on the financial performance of the Group, including forward-
looking estimates of covenant compliance and funding levels under different scenarios including inflation scenarios,
is provided to the Board on a periodic basis. Rolling five-year strategy projections and the resultant headroom
relative to borrowings are also regularly reviewed by the Board, including the application of scenarios to enable the
Committee to better understand the potential range of outcomes. At the end of each six-month period the Group
Chief Financial Officer prepares for consideration by the Committee a report focusing on the Group’s liquidity over
the 12-month period from the date of signing of either the Annual Report or half-year results. The Committee also
reviewed a report from the Group Chief Financial Officer on the Group’s financial viability over an appropriate period,
in connection with the UK Corporate Governance Code’s requirement for a viability statement to be given by the
Board. The Board considers the appropriate period to assess the Group’s viability remains unchanged at five years
which recognises both the longer-term visibility in the regulatory environment of the South West Water and Bristol
Water businesses and the corporate activity, including acquisitions and other non-regulatory investments, such as
the recent Bristol Water acquisition and our investments in solar energy generation, undertaken by Pennon.
Similarly, this report also considered the viability of the Group, taking into account the potential manifestation of
other adverse events modelled from the Group’s principal risks and resultant sensitivity scenarios. In performing
its own viability assessment, South West Water (now incorporating the operating licence of Bristol Water) uses a
longer assessment period to 2030, noting a greater visibility of future cash flows, being a regulated water business.
Consideration of these reports and constructive challenge on the findings of the reports, including the scenario
testing carried out by management, has enabled the Committee to form its assessment and satisfy itself that it
remains appropriate for the Group to continue to adopt the going concern basis of accounting in the preparation of
the financial statements and in addition advise the Board on providing the viability statement set out on page 63.
In addition to the matters above, the Committee also reviewed and considered communications with the FRC in respect of their thematic review of
acquisition disclosures, which included Pennon. Positively, this review highlighted areas of our disclosure in respect of the Bristol Water acquisition
as examples of best practice. Less positively, the FRC also queried the inclusion of an element of cash outflow relating to acquisition costs within the
investing activities section of the cash flow statement. Having considered this matter, the Company has acknowledged that the acquisition cost cash
outflow should have been presented within operating activities but that a restatement of presentation was not proposed as the effect of the change is
not material. Following our responses, we are pleased to report the FRC has satisfactorily concluded this review.
The Audit Committee notes that the FRC’s review was based on the 2022 annual report and accounts and does not benefit from detailed knowledge of
our business or an understanding of the underlying transactions entered into. It is, however, conducted by staff of the FRC who have an understanding
of the relevant legal and accounting framework. We also note that the FRC provides no assurance that the annual report and accounts is correct in all
material respects; the FRC’s role is not to verify the information provided but to consider compliance with reporting requirements. The FRC’s letters are
written on the basis that the FRC (which includes the FRC’s officers, employees and agents) accepts no liability for reliance on them by the company or
any third party, including but not limited to investors and shareholders.
Effectiveness of the external audit process
Receiving high-quality and effective audit services is of paramount importance to the Committee. We continue to carefully monitor the effectiveness of
our External Auditor as well as their independence, while recognising there is a need to use our External Auditor’s firm for certain non-audit services.
We have full regard to the FRC’s Ethical Standard and ensure that our procedures and safeguards meet these standards.
The FRC’s Audit Quality Review (AQR) team completed an inspection of the audit of the financial statements of Pennon Group plc for the year ended
31 March 2022. The AQR’s overall assessment of the audit was that there were no key findings arising from the inspection.
The Committee has carefully considered the three other findings that were raised in the AQR’s report and has concluded that these do not present any
significant concerns on overall External Audit effectiveness when taken with the External Auditor response immediately below.
The External Auditor produced a detailed audit planning report in preparation for the year-end financial statements, which reflects appropriate
consideration of improvements to address the AQR report’s other findings and which has assisted the auditor in delivering the timely audit of the
Group’s Annual Report and which was shared with, and discussed by, the Committee in advance.
The effectiveness review of the External Auditor is considered as part of the Committee’s annual performance evaluation, which also examines
the relationship and communications between the Committee and the external auditor. Further details of the Committee evaluation are provided on
page 124. No issues were raised during that review. The Committee concluded that the Auditor was effective during the year and that the relationship
and communications were open and constructive.
Pennon Group plc | Annual Report and Accounts 2023 123
Strategic Report Governance Financial Statements Other information
The Committee considered it was appropriate that the External Auditor be reappointed and has made this recommendation to the Board.
The Committee Chair has also met privately with the External Auditor to discuss key matters.
Auditor independence
The Committee regards independence of the External Auditor as absolutely crucial in safeguarding the integrity of the audit process and takes
responsibility for ensuring the three-way relationship between the Committee, the External Auditor and management remains appropriate.
The External Auditor reported on its independence during the year and again since the year end, confirming to the Committee that, based on its
assessment, it was independent of the Group.
Provision of non-audit services
The Committee adopts a robust policy for the engagement of the External Auditor’s firm for non-audit work. The Committee receives a regular report
covering the auditor’s fees including details of non-audit fees incurred.
Recurrent fees typically relate to agreed procedures regarding annual regulatory reporting obligations to Ofwat; work which is most efficiently and
effectively performed by the statutory auditor. The policy is for non-audit fees not to exceed 70% of the audit fee for statutory work and for the
Committee Chair to approve all non-audit work performed by the statutory auditor. The policy uses the average of the last three years’ audit fees
disclosed in the accounts and certain non-audit fees for services that are required to be performed by the auditors that are excluded from
the assessment.
The Committee carefully reviews non-audit work proposed for the statutory auditor, taking into consideration whether it was necessary for the auditor’s
firm to carry out such work, and only grants approval for the firm’s appointment if it was satisfied that the auditor’s independence and objectivity would
be safeguarded. If another accounting firm could provide the required cost-effective level of experience and expertise in respect
of the non-audit services, then such firm would be chosen in preference to the External Auditor.
The level of non-audit fees payable to the External Auditor for the past year is 14% of the three-year average audit fee, which is within the Group’s 70%
non-audit fee limit.
The Group Chief Financial Officer regularly reports to the Committee on the extent of services provided to the Company by the External Auditor and
the level of fees paid. The fees paid to the External Auditor’s firm for non-audit services and for audit services are set out in note 7 to the financial
statements on page 188.
External auditor reappointment and statement of compliance with CMA order
The Group complies with the Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes
and Audit Committee Responsibilities) Order 2014.
We last undertook a formal comprehensive audit tender process for statutory audit services in 2014. The current External Auditor, Ernst & Young LLP
(EY), were appointed following a comprehensive audit tender process and approval by shareholders at the Company’s 2014 AGM. EY commenced their
appointment as auditor and presented their first report to shareholders for the year ended 31 March 2015. The lead audit partner must change every
five years. Christabel Cowling, who has considerable audit experience of other FTSE 100 utility companies, has held the role since 2019.
This year-end audit has been EY’s ninth consecutive year in office as statutory auditor. As previously indicated, the Committee will be running
a full tender for the Group’s external audit services during the year ending March 2024, before the next rotation would become due. This allows
for any potential new audit firm to take up the role for the year ending March 2025 and, if required, affords appropriate time for a smooth transition
of responsibilities.
Internal audit
The internal audit activities of the Group are a key part of its internal control and risk management framework. At Group level there is a long-standing
and effective centralised internal audit service, which supports the Committee in delivering its responsibilities and has continued to operate effectively.
The current Group internal audit plan was approved in March 2022, following a thorough review to ensure it provided adequate coverage over the
Group’s key risks for the year ahead and was sufficiently flexible to respond to emerging risks. In developing the plan, account is taken of the principal
risks, the activities to be undertaken by the External Auditor, and the Group’s annual and ongoing risk management reviews. This approach seeks to
ensure that there is a programme of internal and external audit reviews focused on identified key risk areas throughout the Group. Looking ahead, the
intention of the Committee is to establish formal internal audit plans covering each six-month period, given the volatility of the operating environment.
The Group Director of Risk and Assurance reported regularly through the year to the Committee on the outcomes and findings of internal audit
activity. There were regular discussions, correspondence and private meetings between the Director of Risk and Assurance and the Committee
Chair. The Committee continues to monitor the performance of the internal audit function as part of its annual assessment of the effectiveness of the
function. As required by IIA standards, the next cyclical external review of the internal audit function will take place before the end of 2026/27 (the last
having been undertaken in 2021/22).
Audit Committee report continued
124 Annual Report and Accounts 2023 | Pennon Group plc
Fair, balanced and understandable assessment
To enable the Committee to advise the Board in making its statement that it considered that the Company’s Annual Report is fair, balanced and
understandable (FBU) on page 101, the Committee applied a detailed FBU review framework that takes account of the Group’s well-documented
verification process undertaken by management in conjunction with the preparation of the 2023 Annual Report. This was in addition to the formal
process carried out by the External Auditor to enable the preparation of the independent auditor’s report, which is set out on pages 162 to 169.
In preparing and finalising the 2023 Annual Report, the Committee considered a report on the actions taken by management in accordance with the
FBU process and an FBU assessment undertaken by the Pennon Executive. This assisted the Committee in carrying out its own assessment and being
able to advise the Board that it considered that the Annual Report taken as a whole is fair, balanced and understandable and provides the information
necessary for shareholders to assess the Company’s position, performance, business model and strategy.
Looking forward
During the forthcoming year, the Committee will remain focused on the key areas of responsibility delegated to it by the Board, ensuring that standards
of good governance are maintained and that appropriate assurance is obtained across all areas of the business, with a particular focus on the
Group’s principal risks, control environment and approach to financial reporting, noting the volatility in the global economy, and taking into account
developments in reporting responsibilities including those recommended by the Task Force on Climate-related Financial Disclosures (TCFD), the
consideration of climate risk in preparation of the financial statements and potential changes in the governance environment. The Committee will
further assist, with its usual diligence, the transition from the outgoing Committee Chair to the new Chair during the year.
Fernworthy Reservoir,
Dartmoor National
Park, Devon
Pennon Group plc | Annual Report and Accounts 2023 125
Strategic Report Governance Financial Statements Other information
ESG Committee report
The ESG Committee supports the
Company’s ongoing commitment to
environmental stewardship.
Iain Evans
Chair of the ESG Committee
The Committee’s focus for 2022/23
Reviewed the external 2022 ESG Assessment scores and approved
the work being undertaken to improve these.
Successfully achieved majority of 2022/23 ESG targets.
Successful progress made against majority of environmental KPIs,
including sewer flooding and biodiversity.
Approved an updated Sustainable Finance Allocation and
Impact Report.
Reformulated the future ESG targets to align with executive
remuneration targets.
Carried out deep dive reviews on storm overflow discharges and
the Spillsure programme noting the enhanced level of community
engagement being proposed.
Continued delivery of TCFD recommendations including detailed
appraisal of transition risks and opportunities and scenario analysis.
Enhanced ESG reporting including our disclosures aligned to
the Sustainability Accounting Standards Board (SASB) reporting
framework and new ESG DataBook.
Integration of Bristol Water ESG activity into Group ESG reporting.
Dear Shareholder
I am pleased to report on the ESG Committee’s activities and
achievements during 2022/23. There have been no changes to the
Committee this year. I continue to be supported by an experienced
Committee who focus on governing our ESG activity and disclosure and
ensure we continue to be a responsible business, creating a positive
long-term impact on the environment and all our stakeholders and I’d
like to thank them for their work and input this year.
Our approach to ESG ensures that everything we do supports our
commitment to provide environmental stewardship and to support our
customers and local communities. As a responsible employer, we remain
focused on employee development alongside a robust health, safety
and wellbeing programme. This is underpinned by a strong governance
framework that upholds our core values within the organisation and
throughout our supply chain. Sustainability is at the heart of our
business and is part of everything that we do. During the year, the
Committee considered a wide range of matters while fulfilling its duties
in accordance with its terms of reference.
Our refreshed Group ESG targets through to 2025 reflect the priority
issues identified by stakeholders in our materiality assessment that were
not already addressed in existing regulatory commitments and plans.
These targets support us in aligning our approach and priorities for
PR24. You can read more on the outcomes of the materiality assessment
on pages 66.
With effect from 6 April 2022, we are required to disclose climate-related
financial information on a mandatory basis in line with requirements
from the TCFD. These disclosures evidence our strategy to reduce
emissions within our operations and through our supply chain to
achieve Net Zero by 2030 driven by three pillars – sustainable living,
championing renewals, and reversing carbon emissions.
This Annual Report provides an integrated assessment to show how a
responsible approach to sustainability helps us to balance the immediate
and longer-term needs of society with the delivery of sustained
commercial success.
ESG performance
The ESG Committee continues to assess performance against a range
of challenging targets for the Group, set as part of the business planning
process. The Committee reviewed and approved 2025 targets noting
that the metrics, ODIs, Operational Service assessments and ESG
Committee
members
Date of
appointment to
ESG Committee
Attendance
Iain Evans September 2018
Gill Rider September 2012
Susan Davy March 2018
Jon Butterworth July 2020
Paul Boote July 2020
Claire Ighodaro
1
September 2019
Neil Cooper
1
July 2020
Dorothy Burwell December 2022
Loraine Woodhouse
1
December 2022
1. Following a review of Board Committee composition, Gill Rider, Neil Cooper and
Loraine Woodhouse ceased to be members of the ESG Committee with effect from
31 January 2023.
Role of the ESG Committee
Review the policies, management, initiatives and performance of
the Group with respect to the environment, workplace policies,
group governance and corporate policies relating to responsible
and ethical business practice, the role of the Group in society and
customer service and engagement.
Review the overarching environmental performance of the business,
ensuring a focus on key areas of improvement.
Review the actions of the Group to determine the suitability of the
workplace environmental policies and practices of key suppliers
and contractors.
Review the extent and effectiveness of the Group’s external
reporting of sustainability performance and its participation in
relevant external benchmarking indices.
Regularly report to the Board.
Advise the Audit Committee of any material non-financial risks.
126 Annual Report and Accounts 2023 | Pennon Group plc
targets are aligned to the strategic themes identified in the Committee’s
materiality assessment. ESG targets were rebased and reformulated to
align with executive remuneration targets. The Committee agreed that
the targets for 2023/24 should be published in this Annual Report on
page 66.
In addition, the South West Water ESG Committee provides assessment
and oversight of South West Water’s performance against sustainability
targets that are core to the successful delivery of its five year business
plan. This is consistent with Ofwat’s requirement for independent
governance of the regulated business.
As at the 31 March 2023 Pennon achieved 14 of our 16 targets for 2023
and are currently on track to meet our 2025 targets. Whilst we have
continued to invest in solar generation, the increase in energy usage has
resulted in generation as a proportion of total usage being lower than
targeted and despite our lowest number of lost time injuries this was
ahead of the number targeted for the year.
Materiality assessment
During the year, we embedded the results of our extensive
materiality assessment into our 2025 targets. The outcome of this
materiality assessment showed the following as of highest importance
to all stakeholders:
Net Zero.
Freshwater stewardship.
Water quality.
Climate resilience.
Drinking water quality.
Amenity and recreation.
Trust and transparency.
There has been no change in the areas of materiality which have the
highest importance for the Group.
Enhanced reporting and assurance
With a growing focus on ESG reporting, we are increasing our 2023
reporting suite and providing enhanced disclosure through our SASB
disclosure which can be found on pages 70 to 72 and ESG databook
which is available to view at www.pennon-group.co.uk/sustainability.
Pennon’s ESG reporting is integrated throughout the strategic report
and specifically in the following sections:
Section Page
Chair’s letter 2
Chief Executive Officer’s review 4
Business model 8
Strategy overview 10
Key performance indicators 17
Environment performance 66
Social performance 66
Governance performance 66
Stakeholder overview 110
Our people strategy 31
Our operations 22
Other related reporting including our Gender Pay Gap report, Climate
Change Adaptation Report and Net Zero plan can be found on our
website www.pennon-group.co.uk/sustainability.
Pennon’s ESG performance and reporting has been assured by DNV,
an independent management consultancy specialising in technical
assurance in the utility sector. DNV’s method of assurance includes
testing the assumptions, definitions, methods, and procedures that are
followed in the development of data and the auditing thereof to ensure
accuracy and consistency. The assurance statement can be found on
our website www.pennon-group.co.uk/sustainability.
Certain disclosures within this Annual Report that relate to the
sustainability performance of South West Water and Bournemouth Water
have been subject to an independent audit of regulatory data conducted
by Jacobs. DNV has reviewed the consolidation of these into total
Pennon data where stated, but not their preparation.
Jacobs are engaged to independently audit South West Water’s and
Bristol Waters technical (non-financial) data relating to our Outcome
Delivery Incentives published in its Annual Performance Report (APR),
this includes all regulatory targets, including a suite of environmental
performance indicators. This year Turner and Townsend has conducted
an independent audit of other non-financial also included in the APR.
This includes all South West Water regulatory targets, including the suite
of environmental performance indicators. Jacobs provide a report on
this audit within South West Water’s APR. Similarly, Turner & Townsend
conduct an independent audit of Bristol Water’s technical (non-financial)
data also published in its APR.
Benchmarking
It’s important to us to ensure we are regularly benchmarked against the
expected industry standards. This ensures we are continuing to provide
up to date disclosure for our stakeholders. Certain leading indices assess
companies on their disclosures relating to stringent environmental,
social and governance criteria, and their position to capitalise on the
benefits of responsible business practice. Pennon is a constituent
within the FTSE4Good Index, Sustainalytics, CDP Climate Change, S&P
Global CSA, and a number of other leading external ESG assessments.
FTSE4Good and similar leading indices are designed to facilitate
investment in companies that meet globally recognised corporate
responsibility standards.
Our latest external assessment scores as at 31 March 2023 are included
on page 65 with improvements seen in 7 out of 8 assessments.
Focus areas for 2023/24
Embed the assessment and identification of climate-related risks
without our investment appraisal processes.
Integrate our climate risks within our existing risk management
systems and risks registers across the Group.
Continue to explore options to develop quantitative metrics for our
key climate risks and opportunities.
Further integration of ESG across the entire Group.
Expansion of community impact evaluation and reporting.
Review performance on how the company is fulfilling its purpose and
its external ESG benchmarking.
Undertake matters of Committee governance such as its rolling
calendar of agenda items, annual Committee evaluation and
examination of Committee’s terms of reference.
Iain Evans
ESG Committee Chair
31 May 2023
Pennon Group plc | Annual Report and Accounts 2023 127
Strategic Report Governance Financial Statements Other information
Nomination Committee report
Gill Rider
Chair of the Nomination Committee
Committee
members
Date of
appointment
to Nomination
Committee
Attendance
Gill Rider September 2012
Neil Cooper September 2014
Iain Evans September 2018
Jon Butterworth July 2020
Claire Ighodaro July 2020
Loraine Woodhouse December 2022
Dorothy Burwell December 2022
Role of the Nomination Committee
Regularly review the structure, size and composition (including
skills, knowledge, independence, diversity and experience) required
of the Board.
Consider succession planning for the Board and Senior
Management overseeing the development of a diverse pipeline.
Identify and nominate candidates to fill Board vacancies.
Assist the annual Board evaluation process to assess performance
and effectiveness of the Board and its Committees.
Evaluate the balance of skills, knowledge, independence, diversity
and experience on the Board.
Review the leadership needs of the Group, both executive and
non-executive, with a view to ensuring the continued success of
the Group.
Review the Group’s policy on Diversity, Respect and Inclusion (see
www.pennon-group.co.uk/about-us/governance-and-remuneration),
including gender, and the progress against objectives.
Review membership of the Board Committees.
The Committee’s focus for 2022/23
Overseeing the effectiveness of the Board’s succession plan and
identifying two new non-executives, ensuring that the Board has the
appropriate mix of skills, experience and diversity.
Conducting the annual review of Board Effectiveness and
Board composition.
The annual review and approval of the Group policy on Diversity,
Respect and Inclusion and the Group’s progress on diversity in line
with the Parker review, including the outcome of the FTSE Women
Leaders Review and the Group’s position on Gender Pay and
Ethnicity Pay.
Ongoing review, development, and evolution of the Executive
Leadership team, including succession planning and the integration
of Bristol Water.
Reviewing terms of reference for the Committee to ensure they
continue to be appropriate.
Dear Shareholder
I am pleased to present the Nomination Committee’s report for the year
ended 31 March 2023.
This year, the Committee has been pleased to welcome Loraine
Woodhouse and Dorothy Burwell to the Board as independent Non-
Executive Directors, from 1 December 2022. The appointments are in
line with our succession planning with relevant skills and diversity of
perspective. Loraine will succeed the Audit Committee Chair when Neil
Cooper steps down in the summer. I am delighted they have chosen
to join Pennon, and would also like to recognise Neil’s considerable
contribution to the Group since he was appointed in 2014.
As noted in the 2022 Committee Report at page 157, Russell Reynolds
Associates was appointed as independent consultants, to conduct
the search activity, providing the Committee with a long list of suitable
candidates, ensuring candidates were apprised of the expectations
required as a member of the Board, the time commitment and
professional conduct and values. A rigorous selection process was
undertaken, including meetings with appropriate stakeholders as well as
the interview process with Board members. The induction process for
Dorothy and Loraine is detailed on page 116.
The Committee has also supported the ongoing evolution of the
wider executive, with the integration of Bristol Water, and key external
appointments including Andrew Garard as Group Counsel and Company
Secretary and John Halsall as Chief Operating Officer.
The role of the Nomination Committee is to
ensure that the Group has the pre-requisite
skills, experience, breadth and depth of talent to
meet longer-term strategic objectives.
128 Annual Report and Accounts 2023 | Pennon Group plc
The Committee maintains its strong interest in the Group’s progress
in championing diversity, whether gender, ethnicity, or social mobility,
and regularly reviews the demographics of the workforce as well as the
leadership and was pleased to see Pennon shortlisted in the Balance in
Business awards.
The Nomination Committee met four times during the year to fulfil the
duties set out in its terms of reference.
Only the members of the Committee are entitled to attend the
Committee meetings, although other regular invitees to Committee
meetings during the year included the Group Chief Executive Officer,
the Group Chief People Officer and the General Counsel and Company
Secretary. Committee members are also excluded from participating
when their own positions are under discussion.
Further information on the Board biographies, can be found on pages
102 to 104.
Board diversity
At Pennon, we believe that a diverse and inclusive culture is a strategic
imperative, treating it in the same way as we do each strategic priority -
setting the tone from the top, holding leaders accountable and delivering
against a clear action plan.
We believe having a diverse mix of minds has helped to deliver a step
change in our culture, as a more caring and considerate business, that
places significant focus on wellbeing, and evidenced in achieving Great
Place to Work status for two years running.
As at 31 March 2023, female representation on the Board stood at 56%
and Pennon Executive gender diversity at 44%. Our overall score in the
Bloomberg GEI scorecard increased to 69.6%, up from 65% and reflecting
a disclosure score of 97% for 2022. We also maintained first place in the
FTSE Women Leaders Review for utilities.
Despite progress across the FTSE, Pennon is still one of only a few
businesses in the UK to have both a female Chief Executive Officer and
Chair. Given this, we have continued our membership of the 30% Club,
and I am an ambassador of 25 x 25, the initiative to increase the number
of women CEOs in UK business.
The Group is an advocate of Sir John Parker’s review for ethnic board
diversity, meeting the external targets required of a responsible and
inclusive business ahead of the required dates. This year, in line with
our commitment to the Change the Race Ratio campaign, we have
voluntarily published our ethnicity pay gap of 10.3%. The Committee will
continue to monitor pay gaps. Building our representation across the
Group is a focus, given the area we serve has lower representation than
the national average where ethnic representation is 2.2%. Nonetheless
we are making good progress and our ethnic diversity across the Group
has improved to 3%.
Board Diversity and Inclusion policy
The Board requires the Committee to review and monitor compliance
with the Board’s Diversity and Inclusion Policy and report on the targets,
achievement against those targets and overall compliance in the Annual
Report each year. The Policy was reviewed in March 2023.
The Board’s diversity and inclusion policy confirms that the Board is
committed to:
The search for Board candidates being conducted, and appointments
made, on merit, against objective criteria whilst promoting the widest
forms of diversity, including gender, social and ethnicity. In this
context, the Board will endeavour to achieve and maintain:
a. A minimum of 40% female representation on the Board
b. A minimum of 40% female representation on the Group’s senior
management team
c. At least one member of diverse ethnicity on the Board
Satisfying itself that plans are in place for orderly succession of
appointments to the Board and senior leadership
Maintain an appropriate balance of skills and experience within the
Group and on the Board.
The approach to Company-wide diversity is detailed on page 37 and
is also fully applicable to our Remuneration, Audit and Nomination
Committees, and as each Committee is comprised of members of the
Board, the Board’s Diversity and Inclusion Policy detailed above, similarly
applies. I can confirm we exceed the Policy.
Colleagues are asked to provide personal information for the purposes
of monitoring equality and for statutory reporting purposes, including
Gender Pay Gap. This is collected during recruitment and on-boarding
and colleagues are asked to periodically review and update as necessary.
Information is stored on the Group’s HR management system, including
the data used to populate the table on the following page. Employees
are encouraged to provide information on a voluntary basis.
Pennon Group plc | Annual Report and Accounts 2023 129
Strategic Report Governance Financial Statements Other information
Talent management and succession planning
During 2022/23 we have overseen the reshaping of the wider executive, ensuring that the Group has the requisite skills and experience and breadth of
talent to meet the Group’s longer-term strategic objectives. As we worked to enact our integration blueprint, following the acquisition of Bristol Water,
Paul Boote became Group Chief Financial Officer. At the same time, we strengthened the overall executive with the external appointments of Andrew
Garard as General Counsel and John Halsall as Chief Operating Officer. Mel Karam, Chief Executive Officer of Bristol Water, post the TUPE transfer of
Bristol Water to South West Water, chose to step down. The Committee thanks him for his six years of service.
The Committee, supported by the Group Chief People Officer, also regularly reviews both the executive and non-executive leadership as part of its
standing agenda, reviewing both short- and long-term skills requirements, opportunities for positive support to minority groups, and early identification
of high potential. In line with our commitment to Change the Race Ratio, we have set stretching targets to develop diversity in our leadership levels
below Executive Committee level and the Committee will continue to review progress on this important goal. As part of the regular reports received
by the Committee, rates of participation by many characteristics are provided, noting this is also subject to employees’ wish to disclose certain
characteristics or sensitive information.
Board effectiveness review
The Board undertakes a formal and rigorous review of its performance and that of its Committees and Directors each year. This ensures that they
continue to operate effectively and are identifying opportunities for improvement and best practice, as well as helping to inform future agenda items
and areas of focus. This year the review was undertaken by a third party, Equity Culture, by means of online interviews with a number of the Board, in
consultation with the Chair and respective Committee Chairs, in January and February 2023. The outcome of the review concluded that the Board, its
Committees, and individual Directors continued to demonstrate a high degree of effectiveness and collaboration, and that the Board had a forward-
thinking mindset and a good understanding of opportunities for growth and risks facing the business, and the table shows the positives, negatives and/
or actions suggested. In parallel with the Board effectiveness review the Committee undertook a 360 degree evaluation of the executive committee
members and ensured the feedback was shared with the Group's senior leadership.
The ethnic representation of our Board and leadership
Number
of Board
members
% of the
Board
Number of senior
Board positions (CEO,
CFO, SID, Chair)
Number in
executive
management
% of executive
management
White, British or other White (incl. minority white groups
7 78 4 9 100
Mixed / multiple Ethnic Groups
0 - 0 0 -
Asian / Asian British
0 - 0 0 -
Black / African / Caribbean / Black British
2 22 0 0 -
Other ethnic group including Arab
0 0 0 0 -
Not specified / prefer not to disclose
0 0 0 0 -
The gender representation of our Board and Leadership
Number
of Board
members
% of the
Board
Number of senior
Board positions (CEO,
CFO, SID, Chair)
Number in
executive
management
% of executive
management
Men
4 44 2 5 57
Women
5 56 2 4 43
Other categories
0 - 0 0 -
Not specified / prefer not to disclose
0 - 0 0 -
Nomination Committee report continued
Summary of evaluation
Area of assessment Commentary/feedback Actions
Pennon Board Conduct of meetings
The Board is open, honest, respectful, engaged and committed
Board meetings, papers
and presentation
The volume of papers provides a challenge for the Board to
manage but this reflects the open culture of the Group
The annual cycle of Board meetings and topics is appropriate.
There is a reassuring balance between appropriate challenge
and support between NEDs and Executive
The meetings are well-managed
Governance is a strength of the Group
Review the structure of
Board papers
Board oversight
Maintain increased visibility around pollutions. Continue to ensure appropriate
processes for monitoring,
reporting and addressing
pollution incidents
Group strategy and
Governance
The Board continues to provide helpful support to
management
The Board offers good strategic direction and governance
Key themes are developing
strategic lines of communication
to drive climate delivery
and growth
Communications strategy
The Board is keen to help with advocacy
Further Board appointments could consider broadening the
expertise in regulatory and Government affairs
Ensure the Group has the
appropriate capacity to meet
its challenges
130 Annual Report and Accounts 2023 | Pennon Group plc
A key area for focus in 2023/24 will be seeking a successor for the role of Chair. The current Board reflects Pennon’s commitment and belief in the
importance of diversity, and Pennon will be mindful of both the Company-wide and Board-specific diversity policies when selecting a replacement
Chair. The succession planning process will consider candidates from diverse backgrounds, experiences, and perspectives and we will provide an
update on the process followed in next year’s report. As detailed on page 117 the Board recommended an extension of up to three years to the Chair’s
term from July 2021, as being appropriate, to provide continuity during the strategic business review and acquisition of Bristol Water. Shareholders
voted in favour of this decision. The addition of Loraine and Dorothy to the Board means this is the right time to review the responsibilities of Board
members ensuring we are maximising skills to best lead the Group for the future. The process of seeking a successor for the Chair will be led by the
Senior Independent Director with no involvement from the current Chair.
Gill Rider
Chair
31 May 2023
Area of assessment Commentary/feedback Actions
Succession and
talent planning
Recent Board and Executive appointments have been
very positive
The appointment of a new SID and Chair is high on the priority
list of the Board
The CEO is very highly regarded
The bench strength of the
Executive needs to be kept
under review
Strategy
The annual strategy day is well received
ESG matters are well embedded
Social initiatives are high on the Group’s agenda
The focus should remain on
ensuring that the Group has
the human resources to deliver
its ambitions
Risk
The Group has good structures and processes in place
Scrutiny of risk remains a priority for the Board agenda
Top-level risks should be
regularly reviewed
Committees
The Committees work well and are well chaired
The frequency of meetings of the Health and Safety
Committee should be kept under review
Audit
Committee
Committee operation
and effectiveness
The Audit Committee provides useful support to the Board
and management
The Committee operates good governance, is up to date
with changing legislation and has a strong relationship with
financial management
Overall, it was felt that the Audit Committee functions well,
with multiple members with deep finance experience
Continue with existing processes
ESG
Committee
Committee operation
and effectiveness
Relationships and communication between the ESG
Committee and key executives are open and constructive
The Committee makes effective use of KPIs and
benchmarking to understand ESG performance, with external
sustainability performance reported on regularly
Overall, the Committee provides good direction in an ever-
evolving area and has developed well over the last 18 months
Environmental issues particularly around CSOs have emerged
more prominently this year
The Committee and the Board have work to do, to deal
with the pollutions and CSO challenges, with the right
executive support
Ensure sufficient flexibility
to further improve Net Zero
activities and outcomes
Continue the vital focus on
environmental issues and CSOs
Continue to review and assess
processes in this area
Remuneration
Committee
Committee operation
and effectiveness
The Remuneration Committee has performed well,
with well-honed processes and in noting the evolving
external environment
Continue to evolve the framework
as required and build on
existing processes
Nomination
Committee
Committee operation
and effectiveness
The Nomination Committee has performed well and needs to
continue its track of Board succession planning and Executive
succession activities
Continue with existing processes,
focused on succession
H&S
Committee
Committee operation
and effectiveness
The H&S Committee provides effective support to both the
Board and management
The Committee is now well established and focused on
supporting the Board’s aspirations with recent reports on
investigations felt excellent.
A developing Committee
that should continue its deep
dives into H&S performance
and incidents.
Pennon Group plc | Annual Report and Accounts 2023 131
Strategic Report Governance Financial Statements Other information
Health and Safety Committee report
The Health and Safety Committee promotes a
culture of safety within the Company.
Jon Butterworth
Chair of the Health and Safety Committee
Committee
members
Date of
appointment to
Health & Safety
Committee
Attendance
Jon Butterworth November 2020
Gill Rider November 2020
Iain Evans November 2020
Susan Davy November 2020
Paul Boote November 2020
Neil Cooper
1
November 2020
Claire Ighodaro
1
November 2020
Dorothy Burwell December 2022
Loraine Woodhouse
1
December 2022
1. Following a review of Board Committee composition, Neil Cooper, Claire Ighodaro and
Loraine Woodhouse ceased to be members of the H&S Committee with effect from
31 January 2023.
Role of the Health & Safety Committee
Review and challenge to support the Board and Executive on all
matters connected to Health and Safety.
Review the extent and effectiveness of the Group’s reporting
of health and safety performance and compare to external
benchmarks.
Regularly report to the Board.
Advise the Audit Committee of any material non-financial risks.
The Committee’s focus for 2022/23
During the year, the Committee considered a wide range of matters
in the course of fulfilling its duties in accordance with its terms
of reference:
Six-monthly comprehensive reviews of the Group’s
Health & Safety performance.
A review of the next phase of the HomeSafe strategy through
to 2025.
A deep dive into the wellbeing strategy with a focus
on mental health.
A review and challenge of potential near-miss events
to ensure lessons are learnt.
Visiting operational sites to engage with front-line colleagues
and the wider Health and Safety teams.
Dear Shareholder
I am pleased to provide an update on the Health & Safety (H&S)
Committee’s activities during the year.
I believe the key to ensuring we keep employees safe and well in the
workplace, is through empowering everyone to take responsibility for
the health, safety and wellbeing of each other and for themselves.
Simply put, it’s about culture, leadership and accountability.
Our dedicated Board Committee focused purely on H&S ensures the
Board continues to support our HomeSafe strategy and the Group’s
vision that everyone goes home safe every day. We continue to strive to
be a leader of H&S by 2025 in our sector, and leadership from the top is
critical. The Board has dedicated time to visit operational sites, discuss
and review performance, offer support, encourage learning and meet
leaders and employees from across the business.
Reviewing the Group’s health and safety performance, effectiveness
of health and safety policies and procedures, including the continued
roll-out of the HomeSafe strategy, has been core, with significant
improvements already noted.
Importantly, the Committee reviews deep dives of High Potential
Incidents with a particular focus on lessons learned, getting
to the root cause, encouraging a learning mindset.
I was personally delighted to be able to attend and present to over
170 colleagues at the first new Pennon Group H&S conference in
Bristol in February this year, opened by Susan Davy. The conference
was attended by representatives throughout the business from water
treatment operational colleagues through to supply chain directors,
with the aim of empowering everyone to recognise “It could happen
to you” and “Take 5” to ensure it doesn’t. This theme developed
from an investigation into a High Potential Incident we reviewed
at our Committee.
132 Annual Report and Accounts 2023 | Pennon Group plc
H&S Committee composition
All Board members are attendees and served throughout the year, with
support from the Group Chief People Officer and Pennon’s H&S Director.
Reporting
In addition to the regular Board report by the Group Chief Executive
Officer, detailed performance is reviewed six-monthly, focusing on
performance, benchmarking, and lead activities such as leadership and
engagement, hazard rectification, asset health and working environment.
The corresponding improvements in outcome metrics have been noted,
with the Lost Time Injury Frequency Rate (LTIFR) reducing through the
year by 15%.
The HomeSafe strategy continues to drive improvements and is
regularly reviewed to ensure it drives us towards our 2025 aims.
The Committee will continue to review and challenge plans and
performance to support our HomeSafe ambitions, with a detailed
roadmap to 2025 built on six key pillars.
Jon Butterworth
Chair of the Health and Safety Committee
31 May 2023
HomeSafe strategy
The Group’s flagship H&S programme, HomeSafe, continues to
provide the framework for driving significant improvements in all
health and safety activities and impacts. HomeSafe is built on the
six strategic pillars:
Managing Risk
Sharing and Learning
Working Together
Protecting Health
Enabling Leaders
Being Resilient
Read more on pages 35 and 36
Susan at the ‘Keeping it flowing’, Kier Live event, Exeter Racecourse, Devon
Pennon Group plc | Annual Report and Accounts 2023 133
Strategic Report Governance Financial Statements Other information
Remuneration Committee report
Role of the Remuneration Committee
Ensure remuneration is aligned with the Group’s strategy and
reflects the values of the Group.
Set and review the Remuneration Policy to ensure it remains
appropriate, considering shareholders’ views and best practice.
Advise the Board on the framework of executive remuneration for
the Group.
Setting the remuneration for the Chair, the Executive Directors and
senior executives of the Group and reviewing the remuneration
arrangements of the wider workforce.
Approve the design and determine targets for any performance-
related pay schemes.
Determine the appropriate outturn of any incentive arrangements.
The Committee’s focus for 2022/23
Consider the remuneration and terms of engagement of the
Executive Directors, senior executives and Chair of the Group and
the remuneration of the wider workforce.
Determine targets that remain stretching, relevant to the
Group’s strategy and values and reflect best practice and wider
stakeholders’ views.
Undertake the review of the Remuneration Policy, taking into
consideration the Group’s strategic goals, shareholders’ views,
regulatory commitments and evolving best practice, ahead of the
2023 AGM.
Dear Shareholder
I am pleased to present the Directors’ remuneration report for the year
ending 31 March 2023.
We are a purpose-led business, shaped by our values and culture. Our
approach to all matters, including pay, is informed by the perspective of
our various stakeholders, including our investors, customers, colleagues
communities and the environment.
The economic downturn over the past year has impacted the business,
our colleagues and our customers. Climate-related issues have also
dominated the landscape, and the driest, hottest summer on record for
the region resulted in record demand for water. With this challenging
backdrop, we are mindful of the need to build and maintain trust on
the sensitive topic of executive pay, by clearly demonstrating our
commitment to socially responsible business.
Despite the external backdrop, this has been a year of progress.
Our robust performance over the last financial year has created
c.£198 million cumulative out-performance over K7 to date, enabling
reinvestment that will improve service quality over the longer term. We
have reduced storm overflow use by 30% and have maintained 100%
bathing water quality for the second year in a row. We also remain on
track to deliver our ambitious Net Zero programme by 2030. However,
it is recognised that there remains scope for improvement in certain
areas as we work towards our stretching ambitions. Although our PBT
and EPS results reflect the impact of exceptional levels of UK inflation on
our debt instruments, the underlying financial results remain robust as
demonstrated by EBITDA of £307.8 million.
We were able to keep bills lower than inflationary increases. We have
increased the number of customers benefiting from one or more of our
social tariffs by 23%. The second phase of our innovative WaterShare+
scheme was also launched in November 2022, and almost 90,000
Committee
members
Date of
appointment to
Remuneration
Committee
Attendance
Claire Ighodaro July 2020
Gill Rider
1
September 2012
Neil Cooper September 2014
Iain Evans
1
September 2018
Jon Butterworth
1
July 2020
Loraine Woodhouse December 2022
Dorothy Burwell December 2022
1. Following a review of Board Committee composition, Gill Rider, Iain Evans and Jon
Butterworth ceased to be members of the Remuneration Committee with effect from
31 January 2023.
The role of the Remuneration Committee is to
set and implement executive pay in a fair and
socially responsible manner.
Claire Ighodaro
Chair of the Remuneration Committee
134 Annual Report and Accounts 2023 | Pennon Group plc
customers have opted to become shareholders, via the scheme, since its
introduction in 2021.
Supporting our colleagues
We are proud to be the largest employer in the region, with c.3,000
employees. The global financial pressures which face our customers, are
also affecting our colleagues. Building on the support that was provided
during the pandemic, the business has continued to support our
colleagues during the well-documented cost-of-living crisis.
The 2023 pay settlement represented our largest-ever pay award, in
recent times, with a focus on higher increases for lower-paid, customer-
facing roles. The increase of 7% was backdated to 1 January 2023, which
further enhanced the effective increase for the year to 9.2%. Increases
for more senior roles were scaled down, with those earning in excess
of £80,000 awarded an increase of 4.6%. The 2023/24 increases for
Executive Directors were capped at 3.5%.
The business also implemented a rounded package of measures to
support employees, including wellbeing support, access to financial
information and guidance through an external provider and hardship
support. An interim bonus payment was paid to front-line teams.
Our HMRC-approved share schemes continue to be popular with c.60%
of colleagues in either the Sharesave or Share Incentive Plan. During the
year, our 2017 five-year plan and 2019 three-year plan reached maturity
with colleagues seeing growth of up to 45% on their investment. We
have once again provided expanded disclosure on our approach for the
wider workforce, and this is set out on page 140.
CEO incentives
The Chief Executive Officer’s annual bonus for the 2022/23 financial year
and the long-term share awards (LTIP) granted in 2020 subject to three-
year performance to 31 March 2023, were each based on scorecards
intended to capture a rounded assessment of overall performance.
Based on the formulaic assessment of performance, the annual bonus
delivered an outcome of 26% of maximum and the 2020 LTIP vested
at 45% of maximum. Further detail on the targets and outcomes is set
out in the main body of the report. There were clear areas of under and
over performance, and this is reflected in the scorecard results. The
Committee was satisfied that these outcomes fairly captured overall
Group performance over the relevant performance periods.
However, having reflected on the exceptional economic backdrop, the
Chief Executive Officer recommended to the Committee that her bonus
and 2020 LTIP awards were foregone in full. An equivalent value is to
be diverted into a future issuance under the Companys WaterShare+
scheme. The WaterShare+ scheme directly benefits our customers by
either providing money off their bill or via ownership of Pennon shares.
While recognising the performance delivered, the Committee reflected
on the broader environment and approved the Chief Executive Officer’s
recommendation regarding her awards. Therefore, the Chief Executive
Officer’s single figure for 2022/23 does not include any variable
incentives and is significantly lower than outcomes in prior years.
Remuneration Policy review
Our current Remuneration Policy was last approved by shareholders in
2020. In accordance with the normal three-year renewal timetable, we
will be seeking shareholder approval for a new Policy at our 2023 AGM.
We are not proposing any material changes to our Remuneration Policy,
and therefore the previous policy has been largely rolled-forward. For the
current year, we have instead focused on refining the metrics applicable
to incentive awards (see below).
Overall remuneration levels under the policy remain modestly positioned
against our FTSE 250 peers, and no increases are being proposed
as part of the policy renewal. We also continue to have a number of
safeguard mechanisms to avoid payments for failure including use of
clear performance measures, stakeholder and other feedback, operation
of a discretion framework before approving incentive outcomes and
robust malus and clawback provisions.
However, the Committee is aware of the external environment,
particularly in the context of our business plan submission for the
next regulatory review cycle, due to Ofwat in October 2023. Following
the AGM, we intend to undertake a review of our pay structure taking
account of our strategic priorities and continuing best practice
guidance. This review will reflect on the range of approaches seen in
the market, from alternative performance metrics through to structural
changes such as the use of restricted shares. We will also consider any
refinements that are needed to in-flight arrangements. To the extent
that further changes to the remuneration structure for Executive
Directors are proposed, we will engage with our key stakeholders and
seek relevant approvals.
Incentives for 2023/24 - clearer link to customers,
communities and the environment
When considering the implementation of the policy for the coming year,
the Committee was mindful of evolving Ofwat guidance on incentives
for senior executives, in particular the desire for a substantial portion
of awards to be linked to delivery for customers, communities and the
environment.
For 2023/24, the annual bonus structure has been revised, and balances
our focus on operational and strategic objectives related to customers,
communities and the environment (60%) and maintains an appropriate
weighting on financial results (40%).
For 2023 LTIP awards, the balance of measures has been refined
to respond to both Ofwat guidance and recent feedback from our
shareholders. A significant portion of the awards will be based on return
on regulated equity (50% weighting, increased from 33%), as this is a
key measure for our shareholders and the regulator. As the performance
period concludes during the next price review period, the targets
have been expressed as returns above the allowed cost of equity, but
require the same level of out-performance as the 2022 LTIP. Customer
experience has also been maintained as a measure (20% weighting).
A new measure linked to water quality and the environment (30%
weighting), has been introduced, with long-term objectives relating to
our EPA rating, reductions in pollution incidents and combined storm
overflows. The targets are detailed in the main body of the report.
Although the scorecard has been simplified by removing the sustainable
dividend measure, we acknowledge the ongoing importance of the
dividend to investors. In practice the continued focus on profitability
in the bonus plan and RoRE in the LTIP will together ensure that the
Company delivers strong and resilient financial performance, which in
turn enables us to deliver sustainable returns to our shareholders and
stakeholders over the long term.
The Remuneration Committee is very aware of the need to clearly
demonstrate a measured and responsible approach to executive pay.
Over a number of years we have a track record of taking a fair and
modest approach and this has been reflected in voting support at
previous AGMs and decisions set out in this years report. In this context
we look forward to your continued support at the 2023 AGM.
Claire Ighodaro CBE
Chair of the Remuneration Committee
31 May 2023
Pennon Group plc | Annual Report and Accounts 2023 135
Strategic Report Governance Financial Statements Other information
At a glance
What safeguards are in place?
What is the structure of executive pay?
How does executive pay link to our strategy?
Robust performance
conditions
Variable pay linked to
a rounded assessment
of performance against
stretching targets
Discretion framework
Holistic review of
performance to consider
if formulaic incentive
outcomes are fair
and appropriate
2022/23 bonus outcome
(% of max)
Customer &
Operational (30%)
36%
78%
0%
ESG (20%)
36%
78%
0%
Financial (50%)
36%
78%
0%
Susan Davy
(CEO)
2020 LTIP vesting outcome
(% of max)
EPS (40%)
0%
85%
55%
Sustainable
dividends (40%)
0%
85%
55%
RoCE (20%)
0%
85%
55%
Paul Boote
(CFO)
Deferral and holding
periods
Bonus and LTIP awards
are deferred for a
further period to provide
long-term alignment
Malus and clawback
Provisions in place for
variable pay to safeguard
against payments for failure
How did we perform? What were the outcomes under the incentive scorecards?
What were the remuneration outturns for 2022/23?
Customer
measures ESG
Water
quality
Profit
measures
Return on
Regulated Equity
Performance measures
2
3
1
2
3
1
2
3
1
3
2
3
2023/24 bonus
2023 LTIP
Our Strategic pillars:
1
Growth in Environmental Infrastructure
2
Pioneering Solutions
3
Leadership in UK water
Performance highlights
£358m record capital investment
part of our largest environmental programme
to date
c.50% reduction in wastewater pollution
incidents
in K7 to date
100% bathing water quality
for the second consecutive year
>50% RCV growth forecast over K7
including our successful acquisition of Bristol Water
Investing c.£160m
in renewable energy generation
c.£40m returned to customers in K7
through our unique WaterShare+ mechanism
Directors’ remuneration report
Year 1 Year 2 Year 3 Year 4 Year 5
Base salary
Benefits
Retirement Benefits
Bonus: 50% in cash 50% deferred into shares for three years
Subject to a two-year holding periodLTIP: subject to three-year performance period
Shareholding guideline: Executive Directors are expected to build up a shareholding equivalent to 200% of salary
CEO: Nil
Bonus forgone
CEO: Nil
2020 LTIP award
waived
CFO: 26%
of max
CFO: 45%
of max
21/22
22/23
£543k
£1,527k
21/22
22/23
£644k
£618k
Fixed pay Bonus (cash) Bonus (shares) LTIP
136 Annual Report and Accounts 2023 | Pennon Group plc
Summary of Remuneration Policy and Implementation in 2023/24
The previous Directors’ Remuneration Policy was approved by shareholders at the 2020 AGM and continues to operate as intended. Although no
major changes are proposed, a new policy will be presented for approval at the 2023 AGM in line with the normal three-year cycle. The 2023 Directors’
Remuneration Policy is set out in full on pages 152 to 157.
Fixed Pay Salary
No change in policy
Salary increases below
that of the wider
workforce.
Retirement benefits
aligned with maximum
rate available to
wider workforce.
The Group Chief Executive Officer respectfully declined salary increases for both 2021 and 2022. Salary increases effective
for 2023/24 for the wider workforce range from 9.2% for colleagues on lower and mid pay ranges, to 4.6% for those earning
over £80,000. Increases for Executive Directors have been capped at 3.5%.
Salaries from 1 April 2023: Group Chief Executive Officer – £491,625 Group Chief Financial Officer – £319,815
Benefits, including pension-related benefits
Benefits currently include the provision of a Company vehicle, fuel, health insurance, income protection and life assurance.
Other benefits may be provided if the Committee considers it appropriate. Executive Directors may participate in HMRC
approved all-employee share plans on the same basis as employees.
Executive Directors pension-related benefits are in line with the maximum rate available to the wider workforce
(10% of salary).
Annual Bonus For 2022/23 our bonus was based on: 2023/24 - Clearer link to Customer, Communities and
Environment
No change in policy
Maximum potential
is unchanged for
2023/24 at 125%
of salary.
Normally 50% of
bonus is deferred into
shares released after
three years.
Malus and clawback
provisions apply.
Customer +
operational (30%)
Basket of service and
customer metrics
ESG (20%)
Basket of measures
linked to environment,
social goals and
good governance
Financial (50%)
Underlying PBT
For 2023/24, increased portion of bonus linked to measurable goals that
are key to meeting goals for our customers, communities and
the environment:
Financial metrics (40%) – stretching profit objective
Customers, communities and the environment (60%) – scorecard
of various metrics linked to operational, customer and environmental
performance as well as broader ESG metrics.
Details of bonus targets are closely aligned to strategy, and as such are
considered commercially sensitive. Further disclosure will be provided on
a retrospective basis in next year’s report.
Long-term incentive
plan (LTIP)
2022 LTIP targets: 2023 LTIP - Clearer link to customer, communities and
environment
No change in policy
Maximum annual
award is unchanged
for 2023/24 at 150% of
base salary.
Three-year
performance period,
two-year
holding period.
Malus and clawback
provisions apply.
Measure
Threshold
(100%)
Maximum
(100%)
Return on Regulated
Equity (33.3%)
6% 8%
Sustainable
dividends (33.3%)
2.6x 3.6x
Basket of customer
measures (33.3%)
Basket of customer
measures, includes
C-MeX, R-MeX, D-MeX,
MPS and our
Trustpilot Score
For the 2023 LTIP, RORE will be up-weighted to 50%, increasing from
33%. An element linked to Water quality and the Environment will be
introduced, with the balance of the award linked to Customer Experience.
An underpin continues to apply.
Measure Weighting Threshold Maximum
Return on Regulated
Equity (50%)
allowed cost of
equity +1.81%
allowed cost of
equity +3.81%
Water Quality and Environment (30%)
Scorecard assessment based on various measures including:
Improvement of EPA rating
towards 4 star
Minimisation of Category 1-2
pollution incidents and
material reduction of
Category 3-4 incidents
Material reduction of
Storm Overflows
EPA 10%
Wastewater Pollution
reduction
10%
Storm overflow
reduction
10%
Maximum vesting under this element would require out-performance
across each performance area. Detailed metrics are deemed to be
commercially sensitive. Full disclosure of targets and the basis for
outcomes will be provided at the end of the performance period.
Customer Experience (20%)
Customer metrics (15%)
C-Mex (60%), D-Mex,
R-Mex, MPS (10% each)
Trustpilot Score (10%)
Median
4.5
Upper-Quartile
5.0
WaterShare+
participation (5%)
Maintain 10% increase
Shareholding
requirements
Executive Directors are expected to build up a shareholding equivalent to 200% of salary.
Departing Executive Directors will normally be expected to hold 200% of salary (or actual relevant holding, if lower) on
departure, reducing to 100% of salary after 12 months. No change in policy
Pennon Group plc | Annual Report and Accounts 2023 137
Strategic Report Governance Financial Statements Other information
Remuneration approach for wider employees
The Remuneration Committee pays close attention to the approach
taken to remuneration for the wider workforce and considers this when
making decisions regarding remuneration for the Executive Directors.
The Committee reviews a pay dashboard twice a year, which contains
information on elements of financial and non-financial reward, the wider
labour market, demographics and pay statistics across the organisation.
This detail provides important context to ensure that a consistent
approach is adopted across the Group, including the Executive Directors.
Progress in delivering the reward strategy is also reviewed regularly
and the Committee reflects on progress made in relation to our gender
and ethnicity pay gaps. Alongside this, the Committee hears feedback
from employees from the RISE engagement forum through the CEO on
matters concerning remuneration arrangements.
Reward strategy
Our well-established People Strategy across the Group is centred
around talented people doing great things for customers and each other
and creating the best place to work.
Our Reward Strategy
Pennon’s Group Reward Strategy has three aims:
Supporting our colleagues
Salary increases for wider workforce
We have supported colleagues during the cost-of-living crisis, prioritising
increases for those who need it most. For 2023/24, colleagues with a
base salary below £40,000 have been awarded a pay increase of 7%.
This was also backdated resulting in an effective increase of 9.2% for this
population. For those earning between £40,000 to £80,000 a tapered
approach has been taken, with those earning above £80,000, receiving a
pay increase of 4.6% from 1 April 2023.
Interim bonus
We paid an interim bonus payment to all employees below leadership,
helping colleagues meet the additional costs of Christmas at a time
when they need it most.
Financial wellbeing and wider benefits
We offer a comprehensive package of support, including the roll out of
a financial wellbeing partner for colleagues and their families, as well
as hardship loans. We have also lifted the limits on our cycle to work
scheme, enabling colleagues to take advantage of electric bikes (subject
to affordability) helping them reduce their commuting costs and their
own carbon footprint.
Saving for the future
Our Sharesave scheme was launched in 2022, enabling over 300 new
participants to join, meaning that circa 60% of employees now enjoy one
of the Group’s share plans, having a stake and say in the business.
We have also rolled out participation in the Share Incentive Plan and our
Sharesave scheme across Bristol Water.
Living Wage Foundation
In 2021, we announced our Living Wage Foundation (LWF) Accreditation.
Further investment has been made in our critical customer service roles
to maintain pay at a level above the LWF rates for all colleagues.
Wider workforce remuneration dashboard
In accordance with the 2018 UK Corporate Governance Code, the
Committee reviews the level of information provided on pay matters in
the wider organisation. The Wider Workforce Remuneration Dashboard
provides the Remuneration Committee with an overview of the approach
to pay across the Group:
Helps support the Committee in reviewing workforce remuneration
and related policies which continually evolves to provide
greater insight
Provides an overview of pay arrangements across the business and
key statistics on pay in different areas of the business
Updates on progress on our Reward Strategy implementation
Oversight of the wider remuneration landscape to provide
more external context, industry specifics and to inform on our
developments on financial wellbeing
Covers information on workforce demographics, employee
engagement, gender pay, pay ratios, pension and benefits and
incentive outcomes in different areas.
The Committee intends to keep the content of the dashboard under
review to ensure it remains suitable.
1. Recognise
colleague
contribution
2. Engage and
motivate to be
their best
3. Support delivery
outcomes and long-
term wealth creation
in line with our People
Strategy and values
Directors’ remuneration report continued
Annual report on remuneration
138 Annual Report and Accounts 2023 | Pennon Group plc
Reward framework
Our Reward framework supports our People Strategy:
Talented people doing great things
For our customers and each other
Supported by:
Strategy and Governance, Job Evaluation and Benchmarking, Systems and Data
Culture ComplianceAttracting
and retaining
talent
People
processes
Training and
competence
Leadership
and
succession
Rewarded by our framework
Underpinned by the Pennon values
Variable pay Saving for the
future
Base payTotal reward Benefits
Collaborative ProgressiveResponsibleTrusted
Pennon Group plc | Annual Report and Accounts 2023 139
Strategic Report Governance Financial Statements Other information
Pillar Highlights
Base pay
The Group’s overarching principles for basic pay are as follows:
Be competitive to support attraction and retention
Be fair, meeting all legislative requirements
Reflect the market and region in which the role operates
Reviewed annually – we engage with employee forums and trades unions as appropriate.
The 2023 pay settlement represented our largest pay award in recent years, focusing on our lower-paid and
customer- facing roles, see page 135.
SWW is also proud to be one of the minority of UK companies to be an accredited Living Wage Employer and
these standards apply to all Group companies.
Variable pay
The Group operates variable pay schemes, including annual bonus arrangements and all employees and
temporary workers are eligible to participate. Throughout the main bonus schemes, there is strong correlation
in the targets, to align the whole organisation on goals linked to customer, communities and the environment.
The maximum bonus levels are based on seniority and level of responsibility. At leadership level a portion of the
bonus is deferred into shares for three years.
Long-term incentive share awards are available to senior executives and Executive Directors, consistent with
market practice.
Our front-line teams receive overtime, call-out and standby payments, ensuring that when workloads are high,
employees benefit. We remain mindful of the need to balance working hours and available resource against the
health, safety and wellbeing of our colleagues.
Saving for the future
Membership of the Group pension scheme remains high with a 96% participation rate in our Defined
Contribution (DC) scheme. As part of our Saving for the Future, all employees can participate in our HM
Revenue and Customs-approved Sharesave and Share Incentive Plan, with a strong emphasis on employee
buy-in and ownership. In 2022, the Share Incentive Plan was launched to Bristol Water colleagues to sit
alongside the Sharesave. 10% of eligible employees chose to participate. We supported the 2022 Sharesave
with a number of drop-in sessions and presentations, ensuring new colleagues fully understood the schemes.
We saw over 1,000 colleagues enter into a savings plan, of which c.330 were new to employee share ownership.
Not only do our share schemes provide a mechanism for sharing in the long-term success of the Group, but
mean that colleagues and customers have a say and stake in the business.
Benefits
Benefits are available to all colleagues. During 2023, the Group continued to build on the additional benefits to
support employees’ physical and mental wellbeing in line with our reward strategy.
We have launched an online health programme providing self-assessment and guidance for a healthy life plan.
Total Reward Statements are available through our Reward Hub platform and for Bristol through a flexible
benefits platform. Our buy and sell holiday scheme launched in 2022, gives employees the opportunity to either
have more holiday to suit their lifestyles or have more of their reward in cash to use for other benefits as they
prefer. We have developed further the colleague support groups and Time to Talk sessions established in 2022.
Financial wellbeing has grown in priority for colleagues this year and we have partnered with an external financial
wellbeing service to deliver this much-needed support to colleagues and their families.
Directors’ remuneration report continued
Gender and Ethnicity pay reporting
During 2022, in line with our Change the Race Ratio commitments,
we published our Ethnicity Pay Gap data for the first time. The results
reflect our journey in building representation of ethnic minority groups
and gender diversity across Pennon, noting that the South West, where a
large proportion of our business is based, has a lower diversity mix than
other parts of the UK.
The mean ethnicity pay gap for the Group is 10.3%. Across the Group we
have been working hard to attract a greater number of ethnically diverse
candidates to apply for job vacancies, and we offer dedicated support
to new employees through our graduate programme and support the
10,000 Black Interns Programme. We will continue to work to progress
our diversity actions to build greater representation.
Our Group gender pay gap improved slightly during 2022 with an
improvement of 0.8% - the gap for the Group now stands at 8.4%. As we
look to develop female representation at all levels, we continue to create
an environment for women to thrive and develop their careers.
During the year we have been recognised for our progression in gender
equality by external bodies. In Spring 2023, Pennon was rated in the
Bloomberg Gender Equality Index with an overall score of 69% up from
65% in 2022. The index measures gender equality across five key areas.
Our placement in the FTSE Women Leaders report revealed we were
again first in the Utilities sector.
We are committed to deliver on our ambitions to build diversity and
inclusion across the Group and the water Industry.
Colleague engagement
In early 2022, we launched RISE our people forum, providing a two-way
dialogue for all colleagues across the Group. This is regularly attended
by senior leadership including the Group Chief Executive Officer, Group
Chief People Officer and other members of the Pennon Executive. RISE
is now embedded as an established group provoking healthy debate
and discussion on areas that matter to employees. Engagement survey
results and action planning are a discussion area for this group and as
there is now a RISE member for every 30 employees, representation
of all different departments and individuals is well catered for. This
group continues to be a key source of dialogue and employee views for
shaping future reward developments. The Committee is kept informed of
themes and feedback from RISE discussions.
As we prepared to transfer Bristol employees to South West Water
as an outcome of the statutory transfer, we conducted a thorough
communication and consultation process with colleagues, with regular
Town Hall events, meetings with union and employee representatives
and regular team meetings. The transfer concluded smoothly on 1
February 2022.
140 Annual Report and Accounts 2023 | Pennon Group plc
The use of Yammer also continues to grow as a feedback loop for
colleagues who can post questions and comments on any topic, creating
the culture that enables colleagues to feel comfortable raising questions
on remuneration is an important step in open dialogue. Employees
can create groups for information sharing on wide-ranging topics from
social activities to innovation ideas. We have seen colleagues use this
to voluntarily share Health and Safety posts reflecting the success of
colleagues’ engagement with HomeSafe, a priority for the Group, as well
as thoughts on energy saving, efficiencies, and well-being techniques.
The Big Chat, which is our regular cascade mechanism from the
Executive, has regular sessions to inform colleagues on remuneration
topics, such as the Sharesave launch, details of the annual salary review,
benefits, and bonus news. Employees can post questions live during
sessions or post follow up questions that will always be answered. The
Big Chat is recorded to ensure that front-line workers who are not always
able to attend can access these broadcasts and this is supported by a
weekly newsletter to all employees.
We hold regular meetings with the union representatives, keeping
them informed of business developments and the People Strategy and
recognising their role for colleague feedback and the insights they can
provide on behalf of their members. Their constructive approach to the
2023 pay settlement enabled us to pay colleagues as early as possible
supporting them with the many cost increases that come in April.
We held our annual engagement survey in late spring of 2022 and were
pleased that we were again accredited as a Great Place to Work for
the second year running. As in prior years, local results are discussed
and agreed at team level with Company-level actions agreed with our
RISE representatives and the Executive Committee. Continuing our
programme of wellbeing activities has been strongly supported by all
colleagues. During 2023 we will be engaging with employees across the
Group as we collectively continue to embed the Pennon values.
How our remuneration approach meets Section 40 of the UK Corporate Governance Code
Clarity – remuneration arrangements should be transparent and
promote effective engagement with shareholders and the workforce.
The Committee advocates for transparent disclosure of remuneration
arrangements, with full details of executive remuneration provided
within the Remuneration Report each year. Incentive outcomes and
the performance levels achieved against pre-set targets are clear.
Consistent frameworks for annual incentives are used throughout
all levels of the organisation, providing clarity of performance levels
expected. The Committee welcomes dialogue on remuneration
arrangements, with shareholders, our WaterShare+ Advisory panel and
our colleagues either through our RISE panel or other employee forums.
Simplicity – remuneration structures should avoid complexity and their
rationale and operation should be easy to understand.
The remuneration arrangements in place are simple, comprising base
pay, pension, benefits, short-term and long-term incentive awards and in
fundamental construct remain consistent over time. Performance ranges
where applicable are straightforward in nature. Maximum remuneration
levels are set within the policy.
Risk – remuneration arrangements should ensure reputational and
other risks from excessive rewards, and behavioural risks that can arise
from target-based incentive plans, are identified and mitigated.
Remuneration arrangements are carefully considered by the Committee,
to ensure they reflect our values and those of a responsible business.
Long-term sustainable performance is central to our delivery for all
stakeholders and this is reflected in our long-term incentive plan,
balancing both financial resilience and customer and environmental
standards. All incentive payments are scrutinised by the Committee and
levels of reward positioned so that excess is avoided. The provisions for
malus and clawback are in place across all leadership schemes.
Predictability – the range of possible values of rewards to individual
directors and any other limits or discretions should be identified and
explained at the time of approving the policy.
The Remuneration Policy sets the maximum levels for variable
remuneration and for retirement benefits and other benefits, these are
aligned to the wider organisation. All incentive payments are carefully
scrutinised by the Committee using a discretion framework to assess
audited results and making adjustment as appropriate when considering
wider performance outcomes.
Proportionality – the link between individual awards, the delivery of
strategy and the long-term performance of the company should be
clear. Outcomes should not reward poor performance.
Careful consideration is given to the stretching targets that are selected,
taking into account the long-term strategy of the Group and the
expectations of all our stakeholders.
Alignment to culture – incentive schemes should drive behaviours
consistent with company purpose, values and strategy.
Delivery for customers, communities, the environment and all
stakeholders is at the forefront of our incentive arrangements. The
Committee receives regular information on remuneration outcomes
and arrangements for the wider workforce, employee engagement and
interacts with colleagues across the business.
Pennon Group plc | Annual Report and Accounts 2023 141
Strategic Report Governance Financial Statements Other information
Single total figure of remuneration table (audited information)
Susan Davy
3
(£000) Paul Boote (£000)
2022/23 2021/22
1
2022/23 2021/22
1
Base salary 475 475 309 300
Benefits
1
(including Sharesave) 21 29 16 17
Pension-related benefits
2
48 55 31 30
Total fixed pay 543 559 356 347
Annual bonus (cash) 0 91 51 57
Annual bonus (deferred shares) 0 91 51 58
Long-term incentive plan
4,5,6
0 786 186 156
Total variable pay 0 968 288 271
Total remuneration 543 1,527 644 618
Total fixed pay 543 559 356 347
Total variable pay (actual) 0 968 288 271
Total variable pay (forgone) 440 - - -
1. Benefits comprise a car allowance, fuel allowance, medical insurance, and income protection.
2. See page 145 for further information on retirement benefits.
3. For 2022/23, the CEO recommended that her bonus and 2020 LTIP award were forgone in full. An equivalent value is to be diverted into a future issuance under the Company’s
WaterShare+ scheme. Further detail is provided in the narrative below.
4. For 2022/23, the 2020 LTIP has been valued based on the average share price during the three-month period to 31 March 2023 of 891.86p and a vesting outcome of 45%, as
referred to on page 145, together with an estimate of the accrued dividends payable on the vesting shares. Of the vested amount, none of the award is attributable to share price
appreciation over the performance period. Vested awards are subject to a two-year holding period
5. For 2021/22, the 2019 LTIP value reflects the share price at the date of vesting of 970.5p and a vesting outcome of 88.2%. The value includes accrued dividends over the vesting
period. The Committee did not exercise any discretion in relation to share price changes. These LTIP awards are subject to a two-year holding period.
6. For 2021/22, the 2019 LTIP award granted to Paul Boote relates to his previous role, prior to his appointment to the Board but is included in the table above for transparency.
Notes to the single figure table
Fixed pay
For 2023/24, the Remuneration Committee awarded the Executive Directors a salary increase of 3.5%, effective from 1 April 2023. This was set with
reference to the increases awarded to the wider workforce, which ranged between 4.6% to 9.2% depending on pay levels. For the Chief Executive
Officer, this will be the first salary increase that she has accepted since she was appointed to the role in 2020.
Retirement benefits for both Executive Directors have been set at 10% of salary since appointment, which is aligned to the rate available to the majority
of the wider workforce. Further detail on pension arrangements is set out on page 145.
Variable pay
CEO incentive awards
Further detail regarding the outcomes of the 2022/23 annual bonus and 2020 LTIP are set out in the relevant sections below. Both incentive awards
are based on scorecards which consider performance from a number of different perspectives. The overall outcomes reflect this rounded assessment
of performance.
In line with best practice, the Remuneration Committee considers the broader performance context before approving outcomes. Reflecting on the
exceptional economic backdrop and in particular the cost-of-living crisis faced by many of our customers, the Chief Executive Officer recommended
to the Committee that she forgo her 2022/23 bonus and 2020 LTIP award. The Company will instead divert an equivalent value into a future issuance
under the Company’s WaterShare+ scheme. The WaterShare+ scheme directly benefits our customers through either providing money off their bill or
via ownership of Pennon shares.
While recognising the performance delivered, the Committee reflected on the broader environment and subsequently approved the Chief Executive
Officer’s recommendation regarding her awards. Therefore, the Chief Executive Officer’s single figure for 2022/23 does not include any variable
incentives and is significantly lower than outcomes in prior years.
Annual bonus outturn for 2022/23
Consistent with prior years, the bonus is based on a rounded assessment of performance. In line with regulatory guidance a substantial portion of the
bonus is linked to delivery of stretching objectives for our customers, communities and the environment. The bonus includes profit measures which
ensures that the Company maintains a focus on financial discipline, enabling us to invest in the future and deliver robust and sustainable performance
for all of our stakeholders.
Whilst the Executive Directors have combined roles as Group Executive Directors and executives of the underlying water companies owned by the
Group, in the interests of transparency, they continue to be incentivised under a single bonus structure. This ensures that there is an appropriate
balance between Group measures and objectives directly linked to our regulated water businesses.
Directors’ remuneration report continued
142 Annual Report and Accounts 2023 | Pennon Group plc
The table below provides further details on the annual bonus structure. As shown below, a significant portion of the bonus was linked to objectives
relating to customer, communities and environmental measures.
Link to strategy
Water
business role Group role
Customer & Operational
(30% weighting)
Focus on customer and operational measures assessed by
Ofwat, our customers, communities and wider stakeholders.
ESG – Natural
(6.7% weighting)
Support our commitment to provide environmental stewardship
and to support our customers and local communities.
Objectives include a number of elements which matter for our
customers – including reduced carbon emissions, onsite water
usage and diversity & inclusion.
ESG – Social
(6.7% weighting)
ESG – Governance
(6.7% weighting)
Financial
(50% weighting)
Underlying profit before tax is a key measure of the Group’s financial
performance and is one of our LPIs.
Overall financial stability enables us to continue to make sustainable
capital investments which benefit our customers over the long term.
Through the unique WaterShare+ scheme, customers have a direct
interest which is aligned with our shareholders. They are therefore
able to benefit directly from strong financial performance.
In recognition of the Executive Directors’ broader roles, 70% of their remuneration is recharged to the individual water companies (50% to South West
Water and 20% to Bristol Water) with the balance of 30% attributable to other Group activities including Pennon Water Services. In practice, this means
that 87.5% of salary of the total opportunity is allocated to the water businesses and 37.5% of salary to the Group role.
For 2022/23, the detailed measures and corresponding outcomes are shown below:
Customer and operational measures – 30% weighting
Target Actual outturn Target achieved Bonus outturn
(% of element)
Measures
36.4%
Bathing water quality improvements 4 Cumulative 8 Cumulative Yes
Wastewater pollution incidents, per 10,000km sewer 23 62 No
Internal sewer flooding, per 10,000 connections 1.58 0.68 Yes
Sewer collapses per 1,000km 15.54 8.01 Yes
Leakage (3-yr rolling average) SWW 113 Ml per day 113 Ml per day Yes
Leakage (3-yr rolling average) BRL 34.3 Ml per day 37 Ml per day No
Environment Agency EPA
1
3 star 2 star No
CRI Water Quality Score SWW
1
2 2.4 No
CRI Water Quality Score BRL
1
1.5 4.6 No
Interruptions to supply per property SWW 5 mins 45 seconds 8 mins 42 seconds No
Interruptions to supply per property BRL 5 mins 45 seconds 8 mins 03 seconds No
1. Awaiting regulator confirmation in July 2023
Pennon Group plc | Annual Report and Accounts 2023 143
Strategic Report Governance Financial Statements Other information
Assessment of overall performance
Each year, the Remuneration Committee undertakes a holistic review of performance to consider whether formulaic outcomes are appropriate in the
context of overall performance. In line with best practice, the formal review process considers the following factors before approving outcomes for
incentive arrangements.
For 2022/23, the Committee reviewed the formulaic outcome of the annual bonus against the various perspectives set out above. The Committee
noted that there has been a drive to improve our underlying EPA performance, with a c.30% reduction in pollution incidents during 2022. There has
been a similar reduction in the releases from storm overflows and our water resilience initiatives have continued to progress well. While targets had not
been achieved in certain areas, this was reflected in the scorecard outcomes. Performance against our customer and operational and ESG elements
were therefore considered to be appropriate.
While the formulaic outcome for the financial element reflected the external inflationary environment, the overall financial results were robust as
reflected in delivery of operating profit of £153.1 million and Group Return on Regulated Equity of 10.5% for 2022/23 (South West Water 11.1%, Bristol
Water 4.6%).
Taking into account the factors set out above, the Committee were satisfied that the bonus outcome fairly reflected underlying performance over the
financial year. As noted above the CEO did not receive a bonus in respect of the year.
Bonus outturn
Bonus outturn
Weighting CEO CFO
Customer & Operational measures 30% 10.9% 10.9%
ESG measures 20% 15.6% 15.6%
Financial measures 50% 0% 0%
Formulaic outturn % of maximum 100% 26.5% 26.5%
£000 £157k £102k
Actual outturn Nil £102k
One half of the bonus paid to the Chief Financial Officer will be deferred into shares for three years. Malus and clawback provisions apply in relation to
the bonus awards in respect of the year.
Culture and conduct
Focus on significant health and safety,
culture and operational events
Consideration of external
environment
Including employees and shareholder
experience
Broader financial performance
Including impact of exceptional and one-off events
Alignment of outcomes
with overall customer
experience
Input from other Board
Committees
Discretion framework
factors considered include:
Determination
of final
outcome
Formulaic
outcome
Directors’ remuneration report continued
ESG Measures – 20% Weighting
Target Actual outturn Target achieved Bonus outturn
(% of element)
Measures
77.8%
Reduce carbon emissions in support of our Net Zero strategy by 2030 65% 65% Yes
Increase renewable generation 7% 6.89% No
Reduce onsite water usage 5 Ml/d 6.13 Ml/d Yes
Great Place to Work accreditation Maintain Maintained Yes
Reduce Lost time injuries
22 (18%
reduction)
28 (12%
reduction) No
FTSE Women Leaders Review position (Hampton Alexander) 20th 14th Yes
Achieve a Sustainalytics ESG 75 80 Yes
New debt through Sustainable Financing Framework 60% of new
debt
100% of new
debt Yes
Fair Tax Accreditation Maintain Maintained Yes
Group financial measures – 50% weighting
Financial performance for the bonus was based on underlying profit before tax. The outcomes for the year predominantly reflects the impact of the
exceptional inflationary environment on finance costs. EBITDA for the year was £307.8m.
Measure
Threshold
(£m)
Target
(£m)
Maximum
(£m)
Actual outturn
(£m)
Bonus outturn
(% of element)
Underlying PBT (50% weighting) 97.7 99.7 104.7 16.8 0 %
144 Annual Report and Accounts 2023 | Pennon Group plc
Long-term incentive outturn for 2022/23
The awards in the single figure table relate to the LTIP awards granted on 3 August 2020 which are due to vest on 2 August 2023. These share awards
were subject to performance targets relating to earnings per share (EPS), sustainable dividends and return on capital employed (RoCE).
The table below provides an overview of performance against the targets set:
Measures
Threshold
(25% of maximum)
Maximum
(100% of maximum) Achievement
Outcome
(% of maximum)
EPS
(40% of award)
30.8p 32.6p 7.3p 0%
Sustainable dividend measure
(40% of award)
2.6x 3.6x 3.4x 34%
RoCE
(20% of award)
8% 10% 8.8% 11%
Overall vesting
outcome
45%
CEO’s award Forgone
1. Average of opening and closing capital employed.
2. For below-threshold performance for any of the performance conditions, 0% vests in respect of that performance condition.
3. Straight-line vesting between points.
Assessment of overall performance
Vesting of the award is subject to an ‘underpin’ relating to overall Group performance. Consistent with prior years and in line with industry best practice,
the Committee utilises a structured discretion framework to support this review which considers performance from number of different perspectives.
This review is intended to ensure vesting outcomes are justified based on an in-the-round assessment of performance.
For the 2020 LTIP, the following factors were noted:
Substantial capital investment into future infrastructure to improve service quality – capital investment programme of c.£358 million, with
investment in FY23 seeing a record increase of c.49% compared to the prior year.
Supporting our customers –over £85 million customer benefits delivered over the regulatory period to date.
Service delivery despite climate challenges – responding to record demand for water as a result of the driest, hottest year on record across
the region.
Sharing success – the second phase of our innovative WaterShare+ scheme was launched in November 2022, and almost 90,000 households
have benefited from this scheme since launch.
Water quality – continued progress but scope for improvement towards stretching goals.
As part of the review, the Remuneration Committee was mindful of recent Ofwat guidance for incentive awards to have a clearer link to customer,
community and environmental objectives. The 2020 LTIP award was the final LTIP scheme to be based solely on financial performance. Since 2021,
LTIP awards have included targets relating to customer performance, and as noted on page 154, for the 2023 LTIP grant a water quality measure has
also been introduced. Further reassurance was provided by the fact the vesting outcome would have remained broadly similar if the targets for the
2023 LTIP had been retrospectively applied to the 2020 award.
Based on the factors set out above, and the strategic progress made by the Group, the Committee was satisfied that the vesting outcome of 45%
of maximum represented a fair reflection of overall Group performance over the last three years. The grant price for this award was substantially
higher than the price used the awards granted in the prior year, due to the market’s positive response to the completion of the sale of Viridor in 2020.
Therefore an adjustment for potential windfall gains was not deemed to be necessary.
The CFO’s vested awards will remain subject a two-year holding period and will remain subject to malus and clawback provisions. As noted above the
CEO has waived her right to this award.
Retirement benefits and entitlements (audited information)
Details of the Directors’ pension entitlements and pension-related benefits during the year are as follows. Effective from 1 August 2020, the maximum
pension contribution made by the Company is 10% of salary.
Company contributions to
defined
contribution arrangements
(£000)
Cash allowances in lieu of
pension
(£000)
Total value for
the year
(£000)
Age and date of
retirement
(for pension purposes)
Susan Davy 4 44 48 65 (17 May 2034)
Paul Boote 31 31 65 (29 June 2043)
Susan Davy received an overall pension benefit from the Company equivalent to 10% of her salary for the period 1 April 2022 to 31 March 2023. For
2022/23 this comprised an employer’s contribution of £4,000 and a cash sum of £43,500. She is a member of Pennon Group’s defined contribution
pension arrangements and is entitled to access the retirement fund in the Master Trust from age 55.
The employer’s contribution to the pension for Susan Davy is deducted from the overall pension allowance.
Paul Boote received a pension contribution of 10% of his salary. This is paid as a cash allowance of £30,900. He makes personal contributions to the
Group’s Defined Contribution pension scheme and is entitled to access the retirement fund in the Master Trust from age 55.
No additional benefits will become receivable by a Director if the Director retires early.
Pennon Group plc | Annual Report and Accounts 2023 145
Strategic Report Governance Financial Statements Other information
Non-Executive Directors’ remuneration
Single figure of remuneration (audited)
2022/23 2021/22
Fees (£000)
Taxable benefits
(£000) Total fees (£000) Fees (£000)
Taxable benefits
(£000) Total fees (£000)
Gill Rider 232 0 232 225 0 225
Neil Cooper 88 0 88 86 0 86
Iain Evans 76 0 76 74 0 74
Claire Ighodaro 76 0 76 74 0 74
Jon Butterworth 68 0 68 66 0 66
Loraine Woodhouse
1
23 0 23 - - -
Dorothy Burwell 21 0 21 - - -
1. A payment of £2,600 was made to Loraine Woodhouse in respect of attendance at the November Board meeting prior to commencement of her service agreement on
1 December 2022.
Directors’ remuneration report continued
Non-Executive Directors’ fees and benefits
During the year, the fees for Non-Executive Directors and Chair were reviewed and increased with effect from 1 April 2023. Fees were increased by
3.5%, which is below the average increase awarded to the wider workforce which ranged between 4.6% and 9.2% depending on pay level. The table
below sets out the fee structure in full.
Non-Executive Director fees
Set at a market level to attract Non-
Executive Directors who have appropriate
experience and skills to assist in determining
the Group’s strategy.
.
From 1 April 2023 From 1 April 2022
Chair fee
1
£239,860 £231,750
Basic Non-Executive Director fee £64,550 £62,365
Additional fees
Senior Independent Director £10,660 £10,300
Chair of Audit Committee £15,990 £15,450
Chair of Remuneration Committee £13,870 £13,400
Chair of ESG Committee £13,970 £13,400
Chair of Health and Safety Committee £5,330 £5,150
1. When appropriate for the efficient carrying out of her duties, the Chair is provided with a driver and a vehicle. She is entitled to expenses on the same basis as for other Non-
Executive Directors.
Directors’ service contracts and letters of appointment
The dates of Directors’ service contracts and letters of appointment and details of the unexpired term are shown below.
Executive Directors Date of appointment Notice period
Susan Davy 31 July 2020 12 months
Paul Boote 8 July 2020 12 months
A previous service contract dated 1 February 2015 was held by Susan Davy in respect of her appointment as Chief Financial Officer.
Non-Executive Directors Date of initial letter of appointment Expiry date of appointment
Gill Rider 22 June 2012 31 August 2024
1
Neil Cooper 17 July 2014 31 August 2023
Iain Evans 16 June 2018 31 August 2024
Claire Ighodaro 1 September 2019 31 August 2025
Jon Butterworth 1 August 2020 31 July 2023
Loraine Woodhouse 1 December 2022 30 November 2025
Dorothy Burwell 1 December 2022 30 November 2025
1. Gill Rider was appointed as Chair of the Board as of 31 July 2020 and as such is providing ongoing strategic support and continuity of the Board until 2024.
The policy is for Executive Directors’ service contracts to provide for 12 months’ notice from either side. The contract has a normal retirement age of
67, except where otherwise agreed by both the Executive Director and the Company.
The policy is for Non-Executive Directors’ letters of appointment to contain a three-month notice period from either side. All Non-Executive Directors
are subject to annual re-election and letters of appointment are for an initial three-year term.
Copies of Executive Directors’ service contracts and Non-Executive Directors’ letters of appointment are available for inspection at the Company’s
registered office.
The dates of Directors’ service contracts and letters of appointment and details of the unexpired term are shown above.
Outside appointments
Executive Directors may accept one board appointment in another company. Board approval must be sought before accepting an appointment.
Fees may be retained by the Director. Susan Davy remained a non-executive director of Restore plc throughout 2022/23. No other outside company
appointments are held by the Executive Directors other than with industry bodies or governmental or quasi-governmental agencies.
146 Annual Report and Accounts 2023 | Pennon Group plc
Historical Chief Executive Officer remuneration
As the Company did not have a Chief Executive Officer until 1 January 2016, the table below provides historical single figure information in the form
of the average remuneration of the Executive Directors for years up to and including 2014/15. Their remuneration was considered to be the most
appropriate to use as they were the most senior executives in the Company.
From 2015/16 onwards the Chief Executive Officer’s remuneration for the year is shown.
2013/14 2014/15 2015/16
1
2016/17 2017/18 2018/19 2019/20 2020/21
2
2020/21
2
2021/22 2022/23
3
Average
Executive
Director
Average
Executive
Director
Chris
Loughlin
Chris
Loughlin
Chris
Loughlin
Chris
Loughlin
Chris
Loughlin
Chris
Loughlin
Susan
Davy
Susan
Davy
Susan
Davy
Single figure of
remuneration
(£000) 962 762 1,119 1,318 1,153 1,351 2,135 1,337 1,930 1,527 543
Annual bonus
pay-out (% of
maximum) 67.6 68.2 84.0 84.0 87.0 91.0 78.0 79.2 78.1 30.7 0.0
LTIP vesting
(% of maximum) 30.2 0.0 37.9 20.4 0.0 32.0 86.6 89.9 89.9 88.2 0.0
1. Group Chief Executive Officer for the year, including remuneration received between 1 April 2015 and 31 December 2015 when in position as Chief Executive of South West Water.
2. Chris Loughlin stepped down as Chief Executive Officer on 31 July 2020 and was succeeded by Susan Davy. Consistent with the single figure, the figures for Susan Davy relate
to the whole of 2020/21, including the portion of the year when she was Chief Financial Officer. The LTIP award for Chris Loughlin was pro-rated to reflect service within the
performance period.
3. For 2022/23, Susan Davy recommended that her bonus and 2020 LTIP were forgone. An equivalent value is to diverted into a future issuance under the Company’s WaterShare+
scheme. Further detail is provided on page 142.
Sunday,
31 March 2013
Monday,
31 March 2014
Tuesday,
31 March 2015
Thursday,
31 March 2016
Friday,
31 March 2017
Saturday,
31 March 2018
Sunday,
31 March 2019
Tuesday,
31 March 2020
Wednesday,
31 March 2021
Thursday,
31 March 2022
Friday,
31 March 2023
50
100
150
200
250
300
Pennon Group
FTSE 250
Additional contextual information
Historical TSR
The graph below shows the value, over the 10-year period ended on 31 March 2023, of £100 invested in Pennon Group on 1 April 2013 compared with
the value of £100 invested in the FTSE 250 Index. The FTSE 250 Index is a broad equity market index of which the Company was a constituent until
the end of the period.
Total shareholder return – since April 2013
Pennon Group plc | Annual Report and Accounts 2023 147
Strategic Report Governance Financial Statements Other information
Percentage change in Directors’ remuneration
The table below shows the annual percentage change in base salary, benefits and annual bonus of all Directors, including both Executive Directors and
Non-Executive Directors, and all employees over the three financial years to 31 March 2023.
As Pennon Group plc has a relatively small number of employees, we have also shown below the percentage change against our UK employees. For
comparison purposes, this is considered to be a more relevant peer group than the Pennon Group plc entity.
Percentage
change in
salary /fees
2020/21
Percentage
change in
benefits
2020/21
Percentage
change
in annual
bonus
2020/21
Percentage
change in
salary/fees
2021/22
Percentage
change in
benefits
2021/22
Percentage
change
in annual
bonus
2021/22
Percentage
change in
salary/fees
2022/23
Percentage
3
change in
benefits
2022/23
Percentage
change
in annual
bonus
2022/23
Executive Directors
Susan Davy 10.7% 0% 34.8% 4.2% –23.0% 58.4% 0% -27% -100%
Paul Boote - - - 36.9% 27.0% –44.7% 3.0% -6% -11.3%
Non-Executive Directors
Gill Rider
1
126% 0% - 27.8% 3.0%
Neil Cooper
1
16% 0% - 7.5% 3.0%
Iain Evans
1
4% 0% - 1.4% 3.0%
Claire Ighodaro
1
97% 0% - 8.8% 3.0%
Jon Butterworth
1
- 0% - 34.7% 3.0%
Loraine Woodhouse
2
- - - n/a
Dorothy Burwell
2
- - - n/a
All employees
Pennon Group plc -11.8% 3.1% 10.7% 2.8% –27.8% -10.9% 4.2% -30.4% -73.5%
UK employees 1.22% 5.7% 17.8% 2.0% –19.5% -14.3% 3.9% -20.3% -45.4%
1. In July 2020, there were a number of changes to the composition of the Board and the Committees which has impacted the year-on-year percentage changes for 2020/21 and
2021/22. This includes the Chief Executive Officer and Group Chief Financial Officer who were appointed to their roles on 31 July 2020 and 8 July 2020 respectively. The Chief
Executive Officer was previously in role as Chief Finance Officer. Full detail on these changes has been provided in the 2022 Directors’ Remuneration Report.
2. Loraine Woodhouse and Dorothy Burwell were appointed to the Board 1 December 2022.
3. The percentage change in benefits is attributed to a reduction in the cost of vehicle leasing costs and reduced cost in healthcare premium.
Relative importance of spend on pay
2022/23
(£ million)
2021/22
(£ million)
Percentage
change
Overall expenditure on pay
1, 2
98.9 90.4 9.4%
Distributions to ordinary shareholders 101.5 91.8 10.6%
Purchase of property, plant, and equipment (cash flow) 323.3 240.1 34.7%
1. Excludes non-underlying items.
2. Relates to continuing Group including Bristol Water.
The above table illustrates the relative importance of spend on pay compared with distributions to equity holders. The purchase of property, plant,
and equipment (cash flow) has also been included as this was the most significant outgoing for the Company in the past financial year. Where relevant
the numbers have been provided for the continuing Group to enable year on year comparability.
Chief Executive Officer pay ratio
Our CEO pay ratio stands at 16:1 for the median employee. This is considerably lower than the ratio in preceding years. This is predominantly due to the
decision by the CEO to forgo her 2020 LTIP and the 2022/23 annual bonus award. Had the variable pay elements been paid to the CEO the ratio would
have stood at 28:1.
Year Method
25th percentile
(P25) pay ratio
Median (P50)
pay ratio
75th percentile
(P75) pay ratio
2022/23
1
actual outcomes A 20:1 16:1 12:1
2022/23
2
formulaic outcomes A 36:1 28:1 21:1
2021/22 A 59:1 44:1 36:1
2020/21
3
A 95:1 69:1 55:1
2019/20 A 87:1 68:1 50:1
1. For 2022/23, the CEO recommended that her bonus and 2020 LTIP award were forgone. An amount of the equivalent value is to be diverted into a future issuance under the
Company’s WaterShare+ scheme. The CEO pay ratio for this year therefore does not include any variable incentive pay.
2. This shows the values for 2022/23 had the CEO accepted her variable incentive pay awards.
3. The CEO ratio for 2021/22 is lower than previous years, partially due to the lower salary and pension benefit received by Susan Davy, compared to her predecessor. The total single
figure used in the ratio in 2020/21 was a combined total single figure pro-rated to reflect the change in CEO mid-year.
Option A has been used for the calculations as per the disclosure regulations. The employees at the lower quartile, median and upper quartile (P25,
P50 and P75 respectively) have been determined based on a calculation of total remuneration for the financial year 1 April 2022 to 31 March 2023.
Base salary for part-time employees and new joiners within the applicable period has been converted to full-time equivalents for the purpose of
the calculations.
Estimated values for employee P11D data have been used to establish the ordering of employees, given the timing of publication. This will be validated
and amended in due course to account for any variances.
The validated P11D data and restated total singe figure for the CEO for 2021/22 led to a small adjustment in the published ratios for P25, P50 or P75,
leading to a revised ratio at median of 44:1 and reducing the ratio at P25 to 59:1.
For 2022/23 the total remuneration for the employees identified at P25, P50 and P75 is £27,035, £34,871 and £45,909 respectively. The base salary of
2022/23 for the employees identified at P25, P50 and P75 is £24,835, £31,244 and £37,223 respectively.
Directors’ remuneration report continued
148 Annual Report and Accounts 2023 | Pennon Group plc
As the Committee spends a considerable amount of time on matters relating to remuneration arrangements for the wider workforce, we are
comfortable that the median pay ratio is consistent with our wider policies on pay, reward and progression and reward for the Group as a whole. In a
normal year, a greater proportion of the CEO’s remuneration would be made up of the variable pay from their bonus and LTIP award. This year as the
CEO has forgone her variable pay award, the value of total remuneration is considerably lower.
Share awards and shareholding disclosures (audited information)
Share awards granted during 2022/23
The table below sets out details of share awards made in the year to Executive Directors.
Executive Director Type of interest Basis of award
Face value
£000
Percentage vesting at
threshold performance
Performance/restricted
period end date
Susan Davy
LTIP 150% of salary
713
25% of
maximum
12 June 2025
Paul Boote 463
Susan Davy
Deferred bonus
50% of bonus
awarded
91
n/a 18 July 2025Paul Boote 58
LTIP awards were calculated using the share price of £10.376 being the average closing price over the five dealing days preceding the date of grant,
which was 13 June 2022. LTIP awards are also subject to an additional two-year holding period. Deferred bonus awards were calculated using the
average share price at which shares were purchased on the market on 19 July 2022 to satisfy the award, which was £9.8794.
Directors’ shareholding and interest in shares
The Remuneration Committee believes that the interests of Executive Directors and senior management should be closely aligned with the interests
of shareholders.
To support this the Committee operates shareholding guidelines of 200% of salary for both the Chief Executive Officer and Group Finance Director.
Deferred bonuses and LTIP awards subject to a holding period only may count towards the guidelines on a net-of-tax basis. Shareholding requirements
are noted on page 137.
The beneficial interests of the Executive Directors in the ordinary shares (61.05p each) of the Company as at 31 March 2023 and 31 March 2022
together with their shareholding guideline obligation and interest are shown in the table below.
Share interests
(including
connected
parties) at
31 March 2023
Share interests
(including
connected
parties) at
31 March 2022
Vested LTIP
awards in
holding period
1
Deferred bonus
shares
1
SAYE
Performance
shares (subject
to performance
conditions)
Shareholding
guideline
Shareholding
guideline met?
Susan Davy 132,887 77,486 159,869 31,901 2,047 194,936 200% Yes
Paul Boote
2
29,554 13,571 36,885 16,160 2,047 126,098 200% No
1. These shares awards are not subject to further performance criteria and may therefore count towards the guideline on a net-of-tax basis.
2. Paul Boote was appointed on 8 July 2020. It is therefore expected that his shareholding will be built up over the course of his tenure.
Since 31 March 2023, 97 and 66 additional ordinary shares in the Company have been acquired by Susan Davy and Paul Boote respectively as a result
of their direct participation in the Company’s Share Incentive Plan and reinvestment of dividends under that Plan via the Dividend Reinvestment Plan
(DRIP). There have been no other changes in the beneficial or non-beneficial interests of the above Directors in the ordinary shares of the Company
between 1 April 2023 and 1 June 2023.
Non-Executive Directors’ shareholding
The beneficial interests of the Non-Executive Directors, including the beneficial interests of their spouses, civil partners, children, and stepchildren, in
the ordinary shares of the Company are shown in the table below.
Director Shares held at 31 March 2023 Shares held at 31 March 2022
Gill Rider 2,407 2,407
Neil Cooper -
Iain Evans -
Claire Ighodaro -
Jon Butterworth -
Loraine Woodhouse -
Dorothy Burwell -
There have been no changes in the beneficial interests or the non-beneficial interests of the above Directors in the ordinary shares of the Company
between 1 April 2023 and 1 June 2023.
There is no formal shareholding guideline for the Non-Executive Directors; however, they are encouraged to purchase shares in the Company.
Shareholder dilution
The Company can satisfy awards under its share plans with new issue shares or shares issued from treasury up to a maximum of 10% of its issued
share capital in a rolling 10-year period to employees under its share plans. Within this 10% limit the Company can only issue (as newly issued shares or
from treasury) 5% of its issued share capital to satisfy awards under discretionary or executive plans. The percentage of shares awarded within these
guidelines and the headroom remaining available as at 1 June 2023 is as set out below:
Awarded Headroom Total
Discretionary schemes 1.5% 3.5% 5%
All schemes 4.7% 5.3% 10%
Pennon Group plc | Annual Report and Accounts 2023 149
Strategic Report Governance Financial Statements Other information
Details of share awards
(a) Long-term incentive plan
In addition to the above beneficial interests, the following Directors have or had a contingent interest in the number of ordinary shares (of nominal value of
61.05p each) of the Company shown below, representing the maximum number of shares to which they would become entitled under the plan should the
relevant criteria be met in full. In 2021 ordinary shares were consolidated at a ratio of 3:2 following the payment of a special dividend to shareholders. For
simplicity, outstanding LTIP awards did not accrue an entitlement to the special dividend and were therefore unaffected by the consolidation.
Director and date
of award
Vested
awards
held
at 1 April
2022
1,2
Conditional
awards held
at 1 April
2022
Conditional
awards
made
in year
Market price
upon award
year
Vesting
in year
3
Value of
shares upon
vesting
(before tax)
2022
Vested
awards held
at 31 March
2023
4
Vested
awards
released in
year
5
Conditional
awards held
at 31 March
2023
Date of end
qualifying
conditions to
be fulfilled
Expected
date of
release
Susan
Davy
6
25/08/17 74,045 802.70p 747 - 78,747 24/08/20 24/08/22
02/07/18 78,875 - 790.12p 928 78,875 01/07/21 01/07/23
04/07/19 82,062 752.72p 80,994 786 80,994 - 03/07/22 03/07/24
03/08/20 63,812 1071.90p 63,812 02/08/23 02/08/25
01/07/21 62,456 1140.80p 62,456 30/06/24 30/06/26
13/06/22 68,668 1037.60p 68,668 12/06/25 12/06/27
Paul Boote
7
25/08/17 15,961 802.70p 161 - 16,974 24/08/20 24/08/22
02/07/18 20,836 790.12p 245 20,836 01/07/21 01/07/23
04/07/19 16,261 752.72p 16,049 156 16,049 03/07/22 03/07/24
03/08/20 41,982 1071.90p - 41,982 02/08/23 02/08/25
01/07/21 39,446 - 1140.80p 39,446 30/06/24 30/06/26
13/06/22 44,670 1037.60p 44,670 12/06/25 12/06/27
1. 86.6% of the awards granted on 25 August 2017 vested on 24 August 2020 at a market price of £10.085 per share.
2. 89.9% of the awards shares granted on 2 July 2018 vested on 1 July 2021 at a market price of £11.7698 per share.
3. 88.2% of the awards granted on 4 July 2019 vested on 3 July 2022 at a market price of £9.705 per share.
In respect of (1), (2) and (3) above, the total number of shares that vested included additional shares equivalent in value to such number of shares as could have been acquired by
reinvesting the dividends which would otherwise have been received on the vested shares during the three-year performance period. The balance of the award lapsed.
4. Vested award; no longer subject to performance conditions.
5. Awards released in year at a market price of £9.8717 per share, inclusive of additional shares equivalent in value to such number of shares as could have been acquired by
reinvesting the dividends which would otherwise have been received on the vested shares during the two-year holding period.
6. Following year-end, the CEO recommended that her 2020 LTIP award was forgone.
7. Paul Boote’s LTIP awards include those he received in his previous position as Director of Treasury, Tax and Group Finance, in which he will retain an interest following his
appointment to the Board as Group Finance Director on 8 July 2020.
(b) Annual incentive bonus plan – deferred bonus shares (long-term incentive element)
The following Directors had or have a contingent interest in the number of ordinary shares of the Company shown below, representing the total
number of shares to which they have or would become entitled under the deferred bonus element of the Annual Incentive Bonus Plan (the bonus plan)
at the end of the relevant restricted period:
Director and date of
award
Restricted awards
held at 1 April
2022
Restricted awards
made
in year
Market price of
each share upon
award
in year
Restricted awards
post-share
consolidation
(restated)
1
Released in year
2
Value of shares
upon
release (before
tax) £000
Restricted awards
held at 31 March
2023
Date of end of
restricted period
Susan Davy
24/07/19 24,449 755.5386p 16,299 16,299 160
14/07/20 15,011 1079.47p 10,007 10,007 13/07/23
30/06/21 18,993 1150.45p 12,661 12,661 29/06/24
19/07/22 9,233 987.94p 9,233 18/07/25
Paul Boote
3
24/07/19 9,033 755.5386p 6,021 6,021 59
14/07/20 5,026 1079.47p 3,350 3,350 13/07/23
30/06/21 10,469 1150.45p 6,979 6,979 29/06/24
19/07/22 5,831 987.94p 5,831 18/07/25
Directors’ remuneration report continued
1. All shares held under the AIBP at the 5 July 2021, were adjusted on that date to reflect the share consolidation activity at a ratio of 3:2 into shares of 61.05p each.
2. These shares were released on 23 July 2022 at 979.75p per share.
3. Paul Boote’s deferred bonus share awards include those he received in his previous position as Director of Treasury, Tax and Group Finance, in which he will retain an interest
following his appointment as Group Finance Director on 8 July 2020.
During the year, the Directors received dividends on the above shares in accordance with the conditions of the bonus plan as follows: Susan Davy
£17,491; Paul Boote £7,864.
150 Annual Report and Accounts 2023 | Pennon Group plc
(c) Sharesave Scheme
Details of options to subscribe for ordinary shares (61.05p each) of the Company under the all-employee Sharesave Scheme were:
Market value
Date of award
Options held at
1 April 2022
Granted in
year
Exercised
in year
Exercise price
per share
Market price of each
share on exercising
Market value of each
share at 31 March 2023
Options held at
31 March 2023 Exercise period/ maturity date
Susan Davy
06/07/21 2,047 879.00p 874.0p 2,047 01/09/24–28/02/25
Paul Boote
06/07/21 2,047 879.00p 874.0p 2,047 01/09/24–28/02/25
The Remuneration Committee and its advisors
Claire Ighodaro and Neil Cooper were members of the Remuneration Committee throughout the year. Loraine Woodhouse and Dorothy Burwell joined
the Committee on their appointment to the Board on 1 December. Gill Rider, Iain Evans, and Jon Butterworth stepped down from the Committee on the
31 January 2023, and now attend by invitation as required. During the year, the Committee received advice or services which materially assisted the
Committee in the consideration of remuneration matters from Adele Barker (Group Chief People Officer) and from Deloitte LLP.
During 2018/19, Deloitte LLP was reappointed directly by the Committee with a refreshed advisory team, following a comprehensive re-tendering
process. Deloitte LLP’s fees in respect of advice which materially assisted the Committee during 2022/23 were £120,975 (arrived at from an hourly rate
basis of charging). During the year, Deloitte LLP also provided broader reward services to the Group. Deloitte LLP is a member of the Remuneration
Consultants Group and as such voluntarily operates under the code of conduct in relation to executive remuneration consulting in the UK. The
Committee is satisfied that the advice it has received from Deloitte LLP has been objective and independent.
Statement of voting at general meeting
The table below sets out the voting by the Company’s shareholders on the resolutions to approve the Directors’ remuneration report at the 2022 AGM
and the remuneration policy at the 2020 AGM, including votes for, against and withheld.
Annual report on remuneration (2022 AGM)
For % (including votes at the Chair’s discretion) 98.34
Against % 1.66
Withheld number 10,730,076
Remuneration policy (2020 AGM)
For % (including votes at the Chair’s discretion) 91.50
Against % 8.50
Withheld number 407,344
A vote withheld is not counted in the calculation of the proportion of votes for and against a resolution.
Directors’ remuneration report compliance
This Directors’ remuneration report has been prepared in accordance with the provisions of the Companies Act 2006 and the Large and Medium-
sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013. It also complies with the requirements of the Financial Conduct
Authority’s Listing Rules and the Disclosure and Transparency Rules. The UK Corporate Governance Code also sets out principles of good governance
relating to directors’ remuneration, and this report describes how these principles are applied in practice. The Committee confirms that throughout the
financial year the Company has complied with these governance rules and best practice provisions. The above regulations also require the external
auditor to report to shareholders on the audited information within the annual report on remuneration which is part of the Directors’ remuneration
report. The external auditor is obliged to state whether, in its opinion, the relevant sections have been prepared in accordance with the Companies
Act 2006.
The external auditor’s opinion is set out on page 162 and the audited sections of the annual report on remuneration are identified in this report.
On behalf of the Board
Claire Ighodaro CBE
Chair of the Remuneration Committee
31 May 2023
Pennon Group plc | Annual Report and Accounts 2023 151
Strategic Report Governance Financial Statements Other information
Remuneration policy 2023
Introduction
The previous Directors’ Remuneration Policy was approved by shareholders
at the 2020 AGM on 31 July 2020. Under the normal three-year renewal
cycle, a new Remuneration Policy, as described in this part of the report,
will be presented to shareholders for approval at the 2023 AGM on 20 July
2023, and if approved will come into effect from this date.
The Directors’ Remuneration Policy will be displayed on the Company’s
website at www.pennon-group.co.uk/investor-information, immediately
after the 2023 AGM and will be available upon request from the Group
Company Secretary.
Changes to remuneration policy
During the year, the Committee carefully considered the Director’s
remuneration policy for 2023, reflecting on its’ purpose to incentivise
performance, reward excellence and attract and retain Executive
Directors. The current pay structure remains relatively conventional (i.e.
bonus plus performance-based LTIP) and reflects mainstream FTSE
market and best practice. Overall remuneration is modestly positioned
against FTSE 250 peers and maximum incentive opportunities will
remain unchanged under the proposed Policy.
As part of the Policy review, the Committee reflected on the
expectations of Ofwat and shareholder input. Consideration was
also given to the principles of clarity, simplicity, risk-management,
predictability, proportionality and alignment to culture (see page 141
for further details). Input was sought from the management team, while
ensuring that conflicts of interests were suitably mitigated.
In light of the quickly evolving external environment, and in particular
the time-frame for submission of business plans for the next regulatory
review cycle which are due to Ofwat in October 2023, the Committee
determined that no major changes to our pay model should be proposed
at this stage. The Policy set out on the following pages has therefore
largely been rolled-forward from the previous Policy. Minor changes
have been made to refine language in line with evolving market and best
practice and to aid the operation of the Policy.
Following the 2023 AGM, the Committee intends to undertake a more
comprehensive review of our pay structure. This review will take
into account our strategic priorities, the upcoming price review and
evolving best practice guidance. To the extent that further changes to
the remuneration structure for Executive Directors are proposed, the
Committee will suitably engage with our major stakeholders and seek
relevant approvals as appropriate.
Future policy table – Executive Directors
The table below sets out the elements of the remuneration package for the Executive Directors.
Fixed pay
Base salary
Purpose and link to strategy Set at a competitive level to attract and retain high calibre candidates to meet the Company’s strategic
objectives in an increasingly complex business environment.
Base salary reflects the scope and responsibility of the role as well as the skills and experience of the individual.
Operation Salaries are generally reviewed annually and any changes are normally effective from 1 April each year. In normal
circumstances, salary increases will not be materially different to general employee pay increases.
However, the Committee reserves the right to make increases above those made to general employees, for
example in circumstances including (but not limited to) an increase in the scope of the role, or to reflect an
individual’s development in a role.
Maximum When reviewing salaries the Committee has regard to the following factors:
Salary increases generally for all employees in the Company and the Group.
Market rates.
Performance of individual and the Company and/or development in the role.
Other factors it considers relevant.
There is no overall maximum.
Performance framework None, although individual and Company performance are factors considered when reviewing salaries.
Benefits
Purpose and link to strategy Benefits provided are consistent with the market and level of seniority to aid retention of key skills to assist in
meeting strategic objectives.
Operation Benefits currently include the provision of a company vehicle, fuel, health insurance and life assurance.
Other benefits may be provided if the Committee considers it appropriate.
In the event that an Executive Director is required to relocate, relocation benefits may be provided.
Maximum The cost of insurance benefits may vary from year to year depending on the individual’s circumstances.
There is no overall maximum benefit value but the Committee aims to ensure that the total value of benefits
remain proportionate.
Performance framework None.
Pension-related benefits
Purpose and link to strategy Provides funding for retirement and aids retention of key skills to assist in meeting the Company’s strategic objectives.
Operation The Executives are eligible to participate in the Pennon Group Defined Contribution Scheme at the same level of
benefit as the wider workforce.
A cash allowance may be provided as an alternative and/or in addition where pension limits have been reached.
Maximum The maximum pension benefit will normally be capped at a level comparable to the pension benefit available to
the majority of employees. This is currently 10% of salary.
Performance framework None.
Directors’ remuneration report continued
152 Annual Report and Accounts 2023 | Pennon Group plc
Remuneration policy 2023 continued
All-employee share plans
Purpose and link to strategy Align the interests of all employees with Company share performance.
Operation Executive Directors may participate in all-employee plans, including HMRC approved plans, on the same basis
as employees.
Maximum The maximum will be consistent with other employees. For HMRC approved plans, the maximum will be as
prescribed under the relevant legislation governing the plans.
Performance framework None.
Variable pay
Annual bonus
Purpose and link to strategy Incentivises the achievement of annual performance objectives aligned to the strategy of the Company.
Operation Annual bonuses are calculated following finalisation of the financial results for the year to which they relate.
A portion of any bonus is deferred into shares in the Company which are normally released after three years.
Normally 50% is deferred.
Dividends (or equivalents) may be paid/accrued on deferred shares.
Awards are subject to malus and clawback provisions. Further details are set out on page 154.
Maximum The maximum bonus potential is 125% of base salary.
Performance framework Performance targets may relate to financial, operational, strategic and environmental objectives, which are
reviewed each year. Performance criteria will reflect strategic priorities and regulatory requirements.
The level of payment for threshold performance will vary depending on the nature of the metric and the stretch
of the target set. There is normally scaled payment for performance between the threshold and maximum
performance hurdle.
The measures, weighting and threshold levels may be adjusted for future years.
Following the financial year end the Committee, with advice from the Chair of the Board and following
appropriate input from other Board Committees, assesses the extent to which targets are met and determines
bonus levels accordingly. The Committee may exercise its discretion in certain circumstances; further details are
set out on page 154.
Long-term incentive plan (LTIP)
Purpose and link to strategy Provides alignment to the achievement of the Company’s strategic objectives and the delivery of sustainable
long-term value to shareholders.
Operation Annual grant of conditional shares (or equivalent). Share awards vest subject to the achievement of specific
performance conditions normally measured over a performance period of no less than three years.
In addition, a two-year holding period will apply in respect of any shares which vest at the end of the three-year
performance period.
Dividends (or equivalents) may accrue on share awards that vest.
Awards are subject to malus and clawback provisions. Further details are set out on page 154.
Maximum The maximum annual award is 150% of base salary.
Performance framework Performance metrics and targets are set to reflect the long-term strategic priorities of the Group. Performance
criteria are linked to our long-term strategy and may include a combination of financial, operational and/or
shareholder-related measures. An ’underpin’ applies which allows the Committee to reduce or withhold vesting if
the Committee is not satisfied with the underlying performance of the Company.
No more than 25% of maximum vests for minimum performance. The Committee will keep the performance
measures and weightings under review and may change the performance condition for future awards if this
were considered to be aligned with the Company’s interests and strategic objectives, as well as the impact of
regulatory changes. In certain circumstances, the Committee may exercise its discretion and adjust performance
outcomes. Further details are set out on page 154.
The Committee would seek to consult with major shareholders in advance of any proposed material change in
performance measures.
Shareholding guidelines
Purpose and link to strategy Create alignment between Executives and shareholders and promote long-term stewardship.
During the course of their tenure, Executive Directors are expected to build up a shareholding equivalent to
200% of salary.
Departing Executive Directors are also expected to retain a material interest in Company shares for two years
after they step down from the Board. Executives will normally be expected to hold 200% of salary (or actual
relevant holding, if lower) on departure, with the guideline reducing to 100% of salary after 12 months. This
guideline will apply to all share awards vesting after the adoption of this remuneration policy.
Operation The Committee retains discretion to waive this guideline in certain cases (e.g. compassionate circumstances).
Pennon Group plc | Annual Report and Accounts 2023 153
Strategic Report Governance Financial Statements Other information
Notes to the policy table
Performance measures and targets
There is a strong emphasis on performance related executive pay
demonstrating a substantial link between rewards and delivery of
stretching performance objectives. The performance conditions for the
annual bonus and LTIP are selected by the Committee each year to
provide a rounded assessment of performance including metrics which
drive financial resilience and key performance indicators for customers,
communities and the environment. These metrics are used by the Board
to oversee the operation of the businesses.
In recent years, LTIP grants have been subject to targets linked to
Return on Regulated Equity, sustainable dividends and customer
performance. For 2023, we are proposing some refinement to ensure
ongoing alignment with our strategic priorities by assessing performance
against measures that drive long-term sustainable performance. A
significant portion of the award will remain based on return on regulated
equity, in recognition that this is a key measure for our shareholders
and the regulator. The 2023 LTIP award will also be assessed against
measures relating to customer experience and water quality and the
environment. These measures have objectives linked to customer,
communities and the environment and have been set with reference to
our long-term strategic ambitions.
The Committee may amend performance measures, weightings and
targets, in the context of the Company’s strategy, the impact of changes
to the regulatory framework, accounting standards and any other
relevant factors.
The measurement of performance against performance targets and
determination of incentive outcomes is at the Committee’s discretion.
Adjustments may be made to reflect underlying financial or non-
financial performance of the individual or the Group, consideration of
overall performance in the round, and/or circumstances unforeseen or
unexpected when the targets were set. When making this judgement,
the Committee may take into account all factors deemed relevant.
Performance conditions may also be replaced or varied if an event
occurs or circumstances arise which cause the Committee to determine
that the performance conditions have ceased to be appropriate. If the
performance conditions are varied or replaced, the amended conditions
must, in the opinion of the Committee, be fair, reasonable and materially
no less difficult than the original condition when set.
The Committee would clearly disclose any material changes to
performance measures, and seek shareholder views as appropriate.
Malus and clawback
Malus and clawback provisions apply to all incentive awards. These
provisions enable awards to either be forfeited prior to delivery, repaid
or made subject to further conditions where the Committee considers
it appropriate in the event of any significant adverse circumstances.
For awards granted under the term of this policy, the circumstances
in which malus and clawback may be applied include a financial
misstatement, error in calculation, material failure of risk management,
serious reputational damage, serious corporate failure or misconduct. In
respect of the annual bonus, clawback may be applied for the period of
three years following determination of the cash bonus. Under the LTIP,
clawback may be applied until the end of the holding period.
Discretion
In line with the 2018 Corporate Governance Code, the Remuneration
Committee has ensured that they will maintain the ability to override
the formulaic outcomes for future awards under the annual bonus and
LTIP where the outcomes are not considered by the Committee to be
appropriate (e.g., unreflective of underlying performance).
The Committee will disclose the use of any such discretion.
Operation of executive share plans
The long-term incentive plan will be operated in accordance with the
rules of the plan as approved by shareholders. The deferred bonus
awards will be governed by the rules adopted by the Board from time to
time. Awards under any of the Company’s share plans referred to in this
report may:
Be granted as conditional share awards, nil-cost options or in
such other form that the Committee determines has the same
economic effect
Have any performance conditions applicable to them amended or
substituted by the Committee if an event occurs which causes the
Committee to determine an amended or substituted performance
condition would be more appropriate and not materially less difficult
to satisfy
Incorporate the right to receive an amount (in cash or additional
shares) equal to the value of dividends which would have been
paid on the shares under an award that vests. This amount may be
calculated assuming that the dividends have been reinvested in the
Company’s shares on a cumulative basis
Be settled in cash at the Committee’s discretion (e.g. due to
regulatory limitations).
On a change of control or voluntary wind up of the Company, LTIP
awards may vest to the extent determined by the Committee having
regard to the performance of the Company and, unless the Committee
determines otherwise, the period of time that has elapsed since grant.
Deferred bonus awards may vest in full. Alternatively, participants may
have the opportunity, or be required, to exchange their awards for
equivalent awards in another company, although the Committee may
decide in these circumstances to amend the performance conditions.
The Committee also has the discretion to treat any variation of the
Company’s share capital or any demerger, special dividend or other
transaction that may affect the current or future value of awards as an
early vesting event on the same basis as a change of control.
Detailed provisions
The Committee reserves the right to make any remuneration payments
and/or payments for loss of office (including exercising any discretion
available in connection with such payments) outside the policy set out
above where the terms of the payment were agreed (i) before the 2014
AGM (the date the Companys first shareholder-approved directors’
remuneration policy came into effect); (ii) before the policy set out
above came into effect, provided that the terms of the payment were
consistent with the shareholder-approved directors’ remuneration policy
in force at the time they were agreed; or (iii) at a time when the relevant
individual was not a director of the Company and, in the opinion of the
Committee, the payment was not in consideration for the individual
becoming a director of the Company. For these purposes ‘payments’
includes the Committee satisfying awards of variable remuneration and,
in relation to an award over shares, the terms of the payment are ‘agreed’
at the time the award is granted.
The Committee may make minor amendments to the policy (for example
for regulatory, exchange control, tax or administrative purposes or to
take account of a change in legislation) without obtaining shareholder
approval for that amendment.
Differences in remuneration policy for all employees
When setting remuneration for Executive Directors the Committee
considers relevant information about pay and conditions in the Group.
Senior executives and Executive Directors generally receive a higher
proportion of their total pay in the form of variable remuneration and
share awards. All employees of the Group are entitled to base salary
and pension provision including life assurance. In addition, all colleagues
are entitled to participate in annual bonus arrangements, the levels of
which are based on the seniority and level of responsibility. Long-term
incentive share awards are only available to senior executives and
Executive Directors, and certain benefits are generally available only to
more senior employees at management level and above.
Directors’ remuneration report continued
154 Annual Report and Accounts 2023 | Pennon Group plc
Minimum Performance Fixed pay, which constitutes base
salary, pension-related benefits and
benefits in kind. These values are
made up of the salaries for 2023/24
and the benefits values as shown
for 2022/23. The pension value is
10% of salary.
Mid Performance Fixed pay and 50% of the
maximum annual bonus and
25% of the maximum long-term
incentive award.
Maximum Performance Fixed pay and 100% vesting of the
annual bonus and of long-term
incentive awards.
No adjustments have been made for potential payment of dividends.
Benefits from all-employee schemes have also been excluded.
As long-term share awards are granted in shares and subject to
stretching performance criteria, the value of the award can vary
significantly depending on the extent to which targets are achieved
and the movement in the share price. For example, if the share price
increased by 50% over the relevant vesting and holding period, the
maximum values shown in the charts above would increase to £2,282k
for the CEO and £1,487k for the CFO. Conversely if the share price was
to fall by 50%, the maximum values shown in the charts above would
reduce to £1,545k for the CEO and £1,007k for the CFO.
Susan Davy
Chief Executive Officer
Paul Boote
Chief Financial Officer
Illustration of applications of remuneration policy
Future policy table – Non-Executive Directors
Purpose and link
to strategy
Set at a market level to attract Non-Executive Directors who have appropriate experience and skills to assist in determining
the Group’s strategy.
Fees
Operation Fees are set by the Board with the Non-Executive Chair’s fees being set by the Committee. The relevant Directors are not
present at the meetings when their fees are being determined.
The Non-Executive Chair and Non-Executive Directors normally receive a basic fee and do not participate in any of the
Company’s incentive arrangements or receive pension-related benefits.
Non-Executive Directors may receive an additional fee for any specific Board responsibility such as membership or
chairmanship of a Committee or occupying the role of Senior Independent Director.
In reviewing the fees, the Board, or Committee as appropriate, consider the level of fees payable to Non-Executive Directors in
other companies of similar scale and complexity.
Maximum Total fees paid to Non-Executive Directors will remain within the limits stated in the Articles of Association.
Benefits
Operation Where appropriate limited role-appropriate benefits may be provided.
Expenses incurred in the performance of non-executive duties for the Company may be reimbursed or paid for directly by the
Company (including any tax due on the expenses).
The Chair’s benefits include the provision of a driver and vehicle, when appropriate for the efficient carrying out of their duties.
Maximum None.
Minimum
performance
Mid
performance
Max
Performance
560,645
100%
53% 29% 18%
29% 32% 39%
£562k
£1,053k
£1,914k
Fixed remuneration
Long-term variable remuneration
Annual variable remuneration
Minimum
performance
Mid
performance
Max
Performance
560,645
100%
53% 29% 17%
29% 32% 38%
£368k
£688k
£1,247k
Fixed remuneration
Long-term variable remuneration
Annual variable remuneration
Pennon Group plc | Annual Report and Accounts 2023 155
Strategic Report Governance Financial Statements Other information
Policy on termination of service agreements and payment for loss of office
The Company’s policy is that Executive Directors’ service agreements normally continue until the Director’s agreed retirement date or such other date
as the parties agree. Otherwise, they are terminable on one year’s notice.
There are no liquidated damages provisions for compensation on termination within Executive Directors’ service agreements. Taking into account
the circumstances of any termination, the Committee may determine that a payment in lieu of notice should be made. Any such payments would be
restricted to salary and benefits. In these circumstances, consideration would be given to phasing of payments and an individual’s duty and opportunity
to mitigate losses.
The Committee reserves the right to make any other payments in connection with a director’s cessation of office or employment where the payments
are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of compromise
or settlement of any claim arising in connection with the cessation of a directors office or employment. Any such payments may include but are not
limited to paying any fees for outplacement assistance and/or the directors legal and/or professional advice fees in connection with his cessation of
office or employment. The Company may meet ancillary costs, such as outplacement consultancy and/or reasonable legal costs.
Approach to recruitment remuneration
When considering the appointment of Executive Directors, the
Committee seeks to balance the need to offer remuneration to attract
candidates of sufficient calibre to deliver the Company’s strategy whilst
remaining mindful of the need to pay no more than is necessary.
The Committee will appoint new Executive Directors with a package
that is in line with the remuneration policy that has been agreed by
shareholders and is in place at the time.
Other elements of remuneration would be in line with the Company’s
policy set out in the in the future policy.
The maximum variable pay opportunity on recruitment (excluding
‘buyouts’) would be 275% of salary, which is in line with the future policy
table. The Committee may determine for the first year of appointment
that incentives may be subject to different weightings or objectives.
To facilitate recruitment, it may be necessary to recompense a new
Executive Director for the expected value of remuneration or contractual
arrangements forfeited on joining the Company (‘buyout’ awards). The
Committee may make buyout awards in accordance with LR9.4.2 of
the Listing Rules or utilising any other incentive plan operated by the
Group from time-to-time. The Committee will ensure that any such
award would at a maximum match the value of the awards granted
by the previous employer and be made only where a Director is able
to demonstrate that a loss has been incurred from leaving his or her
previous employment. Any buyout would take into account the terms
of the arrangement forfeited, including in particular any performance
conditions and the time over which they vest. The award would
normally have time horizons which are in line with or greater than
the awards forfeited. Where appropriate the exact nature of the
buyout may be tailored based on the commercial circumstances at
the time, provided that the value of the buyout remains comparable to
arrangements forfeited.
For interim positions a cash supplement may be paid rather than salary
(for example a Non-Executive Director taking on an executive function
on a short-term basis).
Where an employee is promoted to the position of Executive Director
(including if an Executive Director is appointed following an acquisition
or merger), pre-existing awards and contractual commitments would be
honoured in accordance with their established terms.
Non-Executive Directors’ fees would be in line with the policy set out in
the future policy table on page 152.
Directors’ remuneration report continued
Burrator Reservoir,
Devon
156 Annual Report and Accounts 2023 | Pennon Group plc
Any compensation payable will be determined by reference to the terms of the service contract between the Company and the employee, as well as
the rules of the various incentive plans as set out in the table below.
Annual bonus
Normally no bonus is payable unless an Executive Director is employed on the date of payment.
In certain good leaver circumstances (death, disability, redundancy, retirement and any other circumstance at
the Committee’s discretion) a bonus may be payable. Any such bonus would be based on performance and pro-
rated to reflect the period of service with performance normally assessed at the same time as other employees.
The Committee retains discretion to adjust the timing and pro-rating of any award to take account of any
prevailing exceptional circumstances which they consider would be fair to the Company and to the employee.
Share deferral would not normally apply.
Deferred shares
Unvested awards would normally lapse upon cessation. In certain good leaver circumstances, the participant
may retain their awards. The restricted period is not automatically terminated on cessation of employment;
rather, the restricted period continues to apply as if the leaver was still in employment. However, awards may be
released to participants at an earlier date following cessation of employment at the discretion of the Committee.
Good leaver circumstances are death, injury, ill-health, disability, redundancy, retirement (with agreement
of the Company), the transfer of the employing company or business or any other circumstance at the
Committee’s discretion.
Long-term incentive plan
Any unvested awards would normally lapse upon cessation of the individual’s employment within the Group. In
certain good leaver circumstances, awards vest to the extent determined by the Committee taking into account
the extent to which the performance conditions have been satisfied, the period of time elapsed between grant
and the cessation of employment and such other factors as the Committee may deem relevant. Awards would
normally vest on the original normal vesting date and be released at the end of the two-year holding period
(unless the Committee determines awards should be subject to earlier vesting and release dates).
If a participant dies, an award will, unless the Committee determines otherwise, vest and be released as soon as
possible following the participant’s death, taking into account the extent to which the performance conditions
have been satisfied and the period of time elapsed since grant.
Good leaver circumstances are death, ill health, injury, disability, redundancy, retirement, where the participant’s
employer is no longer a member of the Group, where the participant is employed in an undertaking which is
transferred out of the Group, or for any other reason that the Committee determines.
All awards would lapse if a participant was summarily dismissed.
All-employee awards Leavers will be treated in accordance with the HMRC approved rules.
Other awards Where a buyout award is made on recruitment, leaver provisions would be determined at the time of award.
Statement of consideration of employment conditions elsewhere in the Company
In setting executive remuneration the Committee takes account of employment market conditions and the pay and benefits differentials across
the Group. The Committee considers annual summary reports of employee remuneration and the terms and conditions of employment within each
operating company and has regard to these when considering remuneration for the Executive Directors and senior management. As part of this
assessment the Committee considers various metrics including data on the ratio between CEO and all-employee pay, gender pay statistics and
measures of employee engagement.
The Board engage on remuneration matters with the wider workforce, through many mechanisms including the employee RISE and the Partnership
forum, the Big Chat and Open Door communications, on which more can be read on pages 31 to 39.
Statement of consideration of shareholder views
In developing this Remuneration Policy, the Committee took into account general good governance, best practice and evolving shareholder views.
We regularly engage with major shareholders to understand their views on executive pay and their feedback informs our decision-making and the
approach set out in this Policy.
As detailed on page 152 to the extent that a further review of the Policy is initiated later in the year the Committee would engage with our major
stakeholders as appropriate.
Pennon Group plc | Annual Report and Accounts 2023 157
Strategic Report Governance Financial Statements Other information
Introduction
The Directors present their Annual Report and Accounts for the year ending 31 March 2023. The Directors' Report comprises this report and the entire
Governance section Including the Chair's Governance Statement. It has been prepared in accordance with the provisions of the Companies Act 2006
and regulations made under it. In accordance with the Financial Conduct Authority Listing's Rules, the information to be included in the 2023 Annual
Report and Accounts, where applicable (under Listing Rule 9.8.4), is set out in this Directors Report. Other information relevant to this Report, and
which is incorporated by reference, can be located as follows:
Directors’ Report
Information Page Number
Particulars of important events affecting the Company and/or its subsidiaries which have
occurred since the year end 2 and 3
Likely future developments of the Company 4 to 7
Risk management systems 52 to 62
Certain employee and employee engagement matters as well as the disclosures below 31 to 39, 100 to 101
Business relationships/engagement with suppliers, customers and others 8 to 9, 27, 28 to 39
Carbon and greenhouse gas emissions, energy consumption and energy efficiency action 67 to 69
Financial risk management note 3 of the notes to the financial statements
Financial instruments
44 to 51, and notes 2(n) and 18 of the notes to the
financial statements
This Directors’ Report (including pages 98 to 101, which form part of this report) fulfils the requirements of the corporate governance statement for the
purposes of the FCA’s Disclosure Guidance and Transparency Rules.
Cautionary statement: This Annual Report has been prepared for, and only for the members of the Company, as a body, and no other persons. The
Company, its directors, employees, agents or advisers do not accept or assume responsibility to any other person to whom this document is shown or
into whose hands it may come and any such responsibility or liability is expressly disclaimed. By their nature, the statements concerning the risks and
uncertainties facing the Group in this Annual Report involve uncertainty since future events and circumstances can cause results and developments
to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of preparation of
this Annual Report and the Company undertakes no obligation to update these forward-looking statements. Nothing in this Annual Report should be
construed as a profit forecast.
Corporate
Articles of Association: The Articles of Association may only be amended by special resolution of the shareholders. The current Articles were
adopted as the Articles of Association of the Company at the conclusion of the 2022 AGM and are available on our website.
Auditors: The External Auditor for the 2022 financial year was Ernst & Young LLP. The Independent Auditors’ Report starting on page 162 sets out the
Information contained In the Annual Report which has been audited by the External Auditor. The Audit Committee considered the performance and
audit fees of the External Auditors and the level of non-audit work undertaken. It is recommended to the Board that a resolution for the reappointment
of Ernst & Your LLP for a further year as the Company’s auditor be proposed to shareholders at the AGM on 20 July 2023.
Change of control: No person holds securities In the Company carrying special rights with regard to control of the Company. All of the Company's
share schemes contain provisions relating to a change of control. Outstanding awards and options would normally vest and become exercisable on a
change of control, subject to the satisfaction of any performance conditions pro-ration for time where appropriate.
There are a number of agreements that take effect, alter or terminate upon a change of control of the Company following a takeover bid, such as bank
loan agreements, Eurobond documentation, hybrid capital securities documentation, private placement debt and employees’ share plan. This may
result in certain funding agreements being altered or repaid early. The impact of employees’ share plans is not considered significant.
Other Agreements: There are no agreements between the Company and its Directors or employees providing for compensation for loss of office or
employment that occurs because of a takeover bid.
Final dividend: The Board recommends a final dividend of 29.77 pence per ordinary share to be paid on 4 September 2023 to shareholders on the
register on 21 July 2023, making a total dividend for the year of 42.73 pence per share. The aggregate cost of the final dividend will be £111.7million,
resulting in a transfer from reserves of £111.3 million. The Strategic Report on pages 1 to 97 analyses the Group’s financial results in more detail and sets
out other financial information.
Political Contributions: The Company has authority, in accordance with Section 366 of the Companies Act 2006, to make political donations to
political parties, political organisations and incur political expenditure subject to limits approved by shareholders. No political donations were made or
political expenditure incurred and no contributions were made to a non-UK political party (2021/22: nil)
Other Contributions: During the year, the Group provided a total of £25,000 in charitable donations (2021/22: £91,000).
158 Annual Report and Accounts 2023 | Pennon Group plc
Directors
Appointments: A table showing Directors who served In the year and to the date of this Report can be found on page 99. Biographies for Directors
currently In office can be found on pages 102 to 104 and on our website.
The appointment and replacement of Directors is governed by the Articles of Association, the UK Corporate Governance Code, the Companies Act
2006 and related legislation. The Directors may from time to time appoint one or more Directors. Any such Director shall hold office only until the
next AGM and shall then be eligible for appointment by the Company's shareholders In accordance with the Corporate Governance Code. Subject to
annual shareholder approval, Non-Executive Directors are appointed for an initial three-year period and annually thereafter. Each Director will retire and
submit themselves for election at the forthcoming AGM.
Conflicts of Interest: The Board has adopted a Conflicts of Interest Policy. The Board has considered in detail the current external appointments of
the Directors that may give rise situational conflicts and, where appropriate, has authorised potential conflicts. Such authorisation can be reviewed at
any time but is always subject to annual review.
Purchase of own ordinary shares: Subject to applicable law and the Company's Articles of Association, the Directors may exercise all
powers of the Company, including the power to authorise the Issue and/or market purchase of the Company's shares (subject to an
appropriate authority being given in general meeting by the shareholders to the Directors). The Articles and a schedule of Matters
Reserved for the Board can be found on our website.
At the 2022 AGM, the Directors were given the following authorities:
To purchase up to a maximum number of 26,484,359 of the Company's ordinary shares at a minimum price of the nominal value of the share and
a maximum price of not more than the higher of i) 105% of the average of the middle market quotations for such ordinary shares as derived from
the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which that ordinary share Is purchased;
and ii) an amount equal to the higher of the price of the last independent trade of an ordinary share and the highest current independent bid for an
ordinary share on the trading venue where the purchase is carried out (the Share Buy-Back Authority).
Following the value created from the sale of Viridor in 2020/21 and use of funds to repay debt, make a contribution to our principal pension scheme,
invest in South West Water and acquire Bristol Water, the Board decided to return surplus funds totalling £1.9 billion to shareholders. In 2021/22 funds
were returned to shareholders via a c.£1.5 billion special dividend and £0.2 billion through a up to £0.4 billion share buy-back programme in order
to purchase Ordinary Shares from shareholders (a Share Buy-back). The Board considers the use of a Share Buy-Back as an appropriate means
of returning capital to shareholders, whilst providing Pennon with ongoing financial flexibility. During 2022/23 a further £40 million was returned
concluding the Share Buy Back programme, with the remaining £160 million being allocated to renewable energy investment opportunities.
The Share Buy-Back Authority was used during the year under review to buy back 3,910,503 shares with a nominal value of 61.05p at an average price
of 10.22 pence per share and for total consideration of £40.0 million. This represents approximately 1.50% of the called up share capital of the Company
as at 31 March 2023. In the period from 1 April 2023 until 30 May 2023, no further ordinary shares of 61.05pence each In Pennon were repurchased
using the Share Buy-Back Authority. All shares purchased under the Share Buy-Back Authority have been cancelled. Information on transactions in
own shares is also publicly available via the regulatory information service and on Pennon’s website at www.pennon-group.co.uk/ms-announcements.
The Share Buy-Back Authority will expire at the 2023 AGM. No shares were made subject to a lien or charge during the year under review and up to
the date of approval of this Annual Report and Accounts. As at 1 April 2023, 5,628 shares were held in treasury, representing 0.002% of the issued share
capital. No treasury shares were re-issued during the year.
Directors’ insurance and indemnities: The Company has maintained Directors’ and officers’ liability insurance for the benefit of the Company, the
Directors and its officers throughout the year. The Company has entered into qualifying third-party indemnity arrangements for the benefit of all
its Directors in a form and scope that complies with the requirements of the Companies Act 2006 and which were in force throughout the year and
remain in force.
Disclosures
Listing Rule 9.8.4 disclosures: There is no information to be disclosed under Listing Rule (9.8.4R. The Company has no long-term incentive
arrangements in place under LR 9.4.2R where the only participant is a director and the arrangement is established specifically to facilitate, in unusual
circumstances, the recruitment or retention of the individual.
Financial Risk Management: The Directors have carried out a robust assessment of the principal and emerging risks facing the Group, including
In relation to its business model, future performance, solvency and liquidity. Details of our principal risks and association mitigations are set out on
pages 52 to 62. Note 3 to the Financial Statements gives details of the Group's financial risk management policies and related exposures. This note is
incorporated by reference and deemed to form part of this Report.
Going Concern: The going concern basis has been adopted in preparing these financial statements. At 31 March 2023 the Group has access to
undrawn committed funds and cash and cash deposits totalling £420 million, including cash and other short-term deposits of £165 million and £255
million of undrawn facilities. Cash and other short-term deposits include £22 million of restricted funds deposited with lessors which are available for
access, subject to being replaced by an equivalent valued security.
In making their assessment, the Directors reviewed the principal risks and considered which risks might threaten the Group’s going concern status,
to do this the Group’s business plan has been stress-tested. Whilst the Group’s risk management processes seek to mitigate the impact of principal
risks as set out on pages 52 to 62, individual sensitivities against these risks have been identified. These sensitivities, which are ascribed a value
with reference to risk weighting, factoring in the likelihood of occurrence and financial impact, were applied to the baseline financial forecast which
uses the Group’s annual budget for FY 2023/24 and longer-term strategic business plan for the remainder of the going concern period to 30 June
2024. The forecast includes our new syndicated £300 million private placement. During the year we also agreed updated covenant terms on the
majority of our facilities and the Directors are confident that the covenant update process for the remaining small number of lenders will be concluded
satisfactorily in the very near term. For facilities where changes to covenant terms are not finalised at the date of approval of the financial statements,
we have modelled the impact on the Group’s solvency, using existing terms, under a stress-tested scenario, and concluded this does not compromise
the going concern of the Group over the assessment period. The risks and sensitivities include consideration of; legislative impacts such as change
in government policy and non-compliance with laws and regulations, macro-economic impacts such as inflation and interest rate increases, and
operational impacts such as ensuring adequate water resources and failure of operational assets. A combined stress testing scenario has been
performed to assess the overall impact of these individual scenarios impacting the Group collectively. The combined weighted impact of the risks
occurring is c.£120m, this value is considered equivalent to an extreme one-off event that could occur within a year, the probability of such an event
happening is deemed unlikely. Through this testing, it has been determined that none of the individual principal risks would in isolation, or in aggregate,
Pennon Group plc | Annual Report and Accounts 2023 159
Strategic Report Governance Financial Statements Other information
compromise the going concern of the Group over the going concern period, the assessment has been considered by reviewing the impact on the
solvency position as well as debt and interest covenants. In the combined scenario to ensure that the Group was able to continue as a going concern,
additional mitigations could be deployed to reduce gearing and increase covenant headroom. Examples of mitigations could include; reduction in
discretionary operational expenditure, deferral of capital expenditure and / or cancellation of non-essential capital expenditure, reduction in the amount
of dividend payable, and raising additional funding.
In addition, we have modelled a reverse engineered scenario that could possibly compromise the Group’s solvency over the going concern assessment
period. This scenario builds on the factors above and additionally assumes all the Group’s principal risks are incurred within the going concern period,
with no probability weightings attached. The Board considered the likelihood of this scenario on the Group’s solvency over the going concern period,
as remote, given this would require all of the principal risks to be incurred at maximum impact within the same time frame, without implementing
controllable mitigations, as noted above, or raising additional funding.
Having considered the Group’s funding position and financial projections, which take into account a range of possible impacts, as described in this
report, the Directors have a reasonable expectation that the Group will meet the requirements of its covenants and has adequate resources to continue
in operational existence for the period to at least the end of the going concern assessment period of 30 June 2024, and that there are no material
uncertainties to disclose. For this reason, they continue to adopt the going concern basis in preparing the financial statements.
Data: As part of our business activity, the Group processes large amounts of personal data. The Group recognises that to enable this use of personal
data it is critical that we continue to build on our approach to applying privacy in a lawful and ethical way. A programme of work to support this has
been led by our data governance team. The work includes making improvements to our data governance framework and delivering our data privacy
function. We have a number of policies, procedures and tools to support this. Compliance with these policies is mandatory. All colleagues undergo
regular training to remind them of their responsibilities under these policies.
Employment policies and employee involvement
Continuous Improvement: The Group has a culture of continuous improvement through investment in people at all levels within the Group. The
Group is committed to pursuing equality and diversity in all its employment activities including recruitment, training, career development and
promotion and ensuring there is no bias or discrimination in the treatment of people. In particular, applications for employment are welcomed from
persons with disabilities, and special arrangements and adjustments as necessary are made to ensure that applicants are treated fairly when attending
for interview or for pre-employment aptitude tests. Wherever possible the opportunity is taken to retrain people who become disabled during their
employment to maintain their employment within the Group.
Policies: The Group has policies in place covering health and safety, equal opportunities, diversity and inclusion, ethics and employee relations.
Further detail of the contents of the diversity and inclusion policy are set out in the report of the Nomination Committee on page 128. Also, information
regarding the employee diversity is provided on page 37. The Board’s activities in relation to assessing and monitoring culture can be found in the
Corporate Governance Statement on page 109. A summary of the Board’s Diversity and Inclusion policy can be found in the Corporate Governance
Statement on page 129.
Freedom of Association: Pennon respects the right to freedom of association and employees are consulted regularly about changes which may
affect them either through their trade union appointed representatives or consultation groups or by means of their elected representatives at the
Employee Engagement Forum. These forums, together with regular meetings with particular groups of employees, are used to ensure that employees
are kept up to date with the business performance of their employer and the financial and economic factors affecting the performance of the Group.
The Group also cascades information to all employees to provide them with important and up-to-date information about key events and to obtain
feedback from them on a monthly basis. Further details of employee engagement and employment matters relating to the Group are set out on pages
31 to 39 of the Strategic Report.
Share Ownership: The Group encourages share ownership among its employees by operating an HMRC approved Sharesave Scheme and Share
Incentive Plan. Following shareholder approval at the 2014 AGM, this scheme and plan were amended to provide for the increased savings limits
approved by the Government. At 31 March 2023, approximately 43% (2022: 54%) of the Group’s employees were participating in these plans.
Modern Slavery Act: Our people are fundamental to our business, and we remain committed and passionate about supporting our staff, customers
and communities to thrive in creating an environment where everyone can feel safe and supported. We have a clear zero-tolerance approach to
modern slavery and are committed to playing our part in helping eradicate it by having systems and processes to monitor, assess and reduce the risk
of forced labour and human trafficking.
We remain focused on improving our risk assessment and the widening of our engagement. We have continued to engage and raise awareness,
through internal training, and by continuing as a member of Slave Free Alliance. We are part of a utilities sector working group which shares best
practice across our industry. We will continue to work hard to tackle this issue collaboratively with our partners, employees, suppliers, and peers, to
evolve our approach to ensure it remains effective. Our latest Modern Slavery Statement can be found here: https://www.pennon-group.co.uk/sites/
default/files/attachments/pdf/modern-slavery-statement-final-board-approved-2022.pdf
Greenhouse gas emissions: Details of our GHG emissions can be found in the Strategic Report on pages 67 to 69.
Energy usage: Details of our Energy usage can be found in the Strategic Report on page 69.
Research and development: Research and development within the Group involving water and wastewater treatment processes amounted to £0.8
million during the year (2021/22: £0.2 million).
Overseas branches: The Company has no overseas branches.
Shares
Issued Share Capital: Details of the Company's issued share capital, consisting of ordinary shares of nominal value 61.05 pence each are set out in
note 33 to the financial statements. All of the Issued shares are fully paid up and quoted on the London Stock Exchange.
Rights: The rights attaching to the Company's ordinary shares are set out in the Articles of Association. There are no securities carrying special rights.
Restrictions: There are no restrictions on the transfer of issued ordinary shares of the Company or on the exercise of voting rights attached to them,
except where the Company has exercised its right to suspend their voting rights or to prohibit their transfer following the omission of their holder or
any person interested in them to provide the Company with information requested by it in accordance with Part 22 of the Companies Act 2006 or
where their holder is precluded from exercising voting rights by the Financial Conduct Authoritys Listing Rules or the City Code on Takeovers and
Mergers. There are no persons with special rights regarding control of the Company. No shares issued under the employee share schemes have rights
with regard to control of the Company that are not exercisable directly by the employee.
Directors’ report continued
160 Annual Report and Accounts 2023 | Pennon Group plc
Substantial Shareholders: Details of significant direct or indirect holdings of securities of the Company are set out in the shareholder analysis on
page 226. The Company is not aware of any agreements between shareholders which may result in restrictions on the transfer of securities or on
voting rights.
Authority to Purchase Own Shares: The Directors also intend to renew the power to make purchases of the Company’s own shares in issue as set
out above up to an aggregate nominal value of:
i. £53,895,670 (such amount to be reduced by any shares allotted or rights granted under (ii) below in excess of £53,895,670); and
ii. £107,791,340 by way of a rights issue (such amount to be reduced by any shares allotted or rights granted from (i) above), similar to that
approved by shareholders at the 2021 AGM. In addition, shareholders approved at the 2021 AGM, resolutions giving the Directors a limited
authority to allot shares for cash other than pro rata to existing shareholders. These resolutions remain valid until the conclusion of this year’s
AGM. Similar resolutions will be proposed at the 2022 AGM. The Directors have no present intention to issue ordinary shares other than
pursuant to the Company’s employee share schemes.
iii. The Directors were also given the authority by shareholders at the 2019 AGM, to allot a single non-cumulative redeemable preference share
of one penny nominal value (the WaterShare+ Share), the rights and restrictions in relation to which are set out in Article 5A of the Company’s
Articles of Association. The share was allotted on 20 October 2020.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the annual report and the Group financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the
Group and parent company financial statements in accordance with UK adopted international accounting standards (IFRSs) in conformity with the
Companies Act 2006. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and
fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for the year.
In preparing these financial statements the Directors are required to:
select suitable accounting policies in accordance with IAS 8 Accounting Policies, Changes in Estimates and Errors and then apply them consistently;
make judgments and accounting estimates that are reasonable and prudent;
present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;
provide additional disclosures when compliance with the specific requirements of IFRSs is insufficient to enable users to understand the impact of
particular transactions, other events and conditions of the Group’s financial position and financial performance;
in respect of the Group financial statements, state whether UK adopted international accounting standards in conformity with the Companies Act
2006 have been followed, subject to any material departures disclosed and explained in the financial statements;
in respect of the parent company financial statements, state whether UK adopted international accounting standards in conformity with the
Companies Act 2006 have been followed; and
prepare the financial statements on the going concern basis unless it is appropriate to presume that the Company and/or Group will not continue
in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s and Group’s transactions
and disclose with reasonable accuracy at any time the financial position of the Group and the Company; and enable them to ensure that the Company
and Group financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Group and
the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Under applicable law and
regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate
Governance Statement that comply with the law and those regulations. The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Each of the Directors, whose names and functions are listed on pages 102 to 104, confirms that, to the best of her or his knowledge:
The consolidated financial statements, prepared in accordance with UK adopted international accounting standards in conformity with the Companies
Act 2006 give a true and fair view of the assets, liabilities, financial position and profit of the parent company and undertakings included in the
consolidation taken as a whole.
The Annual Report, including the Strategic Report (pages 1 to 97), includes a fair review of the development and performance of the business during
the year and the position of the Company and undertakings included in the consolidation taken as a whole, together with a description of the principal
risks and uncertainties they face.
They consider that the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for shareholders
to assess the Company’s position, performance, business model and strategy.
Statement as to disclosure of information to the auditor
i. So far as each of the Directors in office at the date of the signing of the report is aware, there is no relevant audit information of which the
Company’s auditor is unaware; and
ii. Each of the Directors has taken all the steps each Director ought to have taken individually as a Director in order to make herself or himself
aware of any relevant audit information and to establish that the Company’s auditor is aware of that information.
The Directors’ Report consisting of pages 158 to 161 was approved by the Board on 31 May 2023.
By order of the Board
Andrew Garard
Group General Counsel and Company Secretary
31 May 2023
Pennon Group plc | Annual Report and Accounts 2023 161
Strategic Report Governance Financial Statements Other information
Independent Auditors’ report
Opinion
In our opinion:
Pennon Group plc’s group financial statements and parent company
financial statements (the “financial statements”) give a true and fair
view of the state of the group’s and of the parent company’s affairs as
at 31 March 2023 and of the group’s profit for the year then ended;
the group financial statements have been properly prepared in
accordance with UK adopted international accounting standards;
the parent company financial statements have been properly
prepared in accordance with UK adopted international accounting
standards as applied in accordance with section 408 of the
Companies Act 2006; and
the financial statements have been prepared in accordance with the
requirements of the Companies Act 2006.
We have audited the financial statements of Pennon Group plc (the
‘parent company’) and its subsidiaries (the ‘group’) for the year ended 31
March 2023 which comprise:
Group Parent company
Group balance sheet as at 31
March 2023
Balance sheet as at 31 March 2023
Consolidated income statement for
the year then ended
Statement of changes in equity for
the year then ended
Consolidated statement of
comprehensive income for the year
then ended
Cash flow statement for the year
then ended
Group statement of changes in
equity for the year then ended
Related notes 1 to 44 to the
financial statements including
a summary of significant
accounting policies
Group cash flow statement for the
year then ended
Related notes 1 to 44 to the
financial statements, including a
summary of significant accounting
policies
The financial reporting framework that has been applied in their
preparation is applicable law and UK adopted international accounting
standards and as regards the parent company financial statements, as
applied in accordance with section 408 of the Companies Act 2006.
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 believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion
Independence
We are independent of the group and parent in accordance with the
ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRCs Ethical Standard as applied
to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were
not provided to the group or the parent company and we remain
independent of the group and the parent company in conducting the audit.
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 and parent companys ability to
continue to adopt the going concern basis of accounting included the
following procedures:
We obtained an understanding of the process undertaken by
management to perform the going concern assessment.
We have obtained management’s going concern assessment,
including the cash flow forecast, liquidity requirements and forecast
covenant calculations for the going concern period which covers
the period from approval of the 2023 financial statements through
to 30 June 2024, and have tested this for arithmetical accuracy.
Management has modelled a downside scenario in their cash
flow forecast and covenant calculations in order to incorporate
unexpected changes to the forecasted liquidity of the group.
We have reviewed the forecasts used for the going concern
assessment period for reasonableness, agreed the data to the Board
approved plan and, where applicable, corroborated the data with
audit information from other areas, including capital commitments.
We have evaluated the appropriateness of the key assumptions in
management’s forecasts including revenue growth, by comparing
these to year-to-date performance and through consideration
of historical forecasting accuracy and the impact of regulatory
price increases.
The largest component of the group’s operations relates to the
regulated water business, undertaken by South West Water Limited,
which has an agreed business plan with Ofwat for the five-year
price period to 31 March 2025, setting out the basis of allowed tariff
changes. We have compared the key assumptions in the group’s
regulated water business forecasts to the business plans and pricing
determinations agreed with Ofwat, for consistency.
We have evaluated management’s stress test modelling including
management’s downside scenario and specific risk register
probability-weighted scenarios, to understand the impact on the
group’s liquidity and covenant ratios. Management has also modelled
a reverse engineered scenario (reverse stress test) assuming all the
principal risks materialise within the going concern period with no
probability weightings attached. We assessed the reasonableness of
management’s stress test scenarios by performing our own sensitivity
analysis for severe but plausible scenarios.
We have compared the risks identified and modelled in the cash
flow forecasts of management’s downside scenario to the group risk
register and evaluated the quantification by management. We have
considered whether there are other alternative risks that should be
taken into consideration based on our knowledge of the business.
Our procedures included evaluating management’s assessment of the
impact of climate change within the going concern period, including
the principal risk of availability of sufficient water resources to meet
current and future demand.
We have compared facilities assumed in the forecasts to supporting
loan documentation and to covenant terms. For facilities, where
changes to terms are not finalised at the date of approval of the
financial statements, we have evaluated the impact on covenants and
liquidity headroom based on existing terms.
We performed testing to consider the likelihood of a scenario causing
a liquidity issue or breach of covenants, including the impact of
controllable mitigating actions, where relevant.
We have reviewed the group’s going concern disclosures included
in the annual report in order to assess whether the disclosures were
appropriate and in conformity with the reporting standards.
We observed at 31 March 2023, the group had access to undrawn
committed facilities of £254.8 million and cash and short-term and other
deposits totalling £165.4 million (£143.3 million excluding restricted
funds). The group generated positive net cash flows from operating
activities of £152.6 million. Subsequent to the year end date, the group
162 Annual Report and Accounts 2023 | Pennon Group plc
has secured a £300m private placement and agreed amended covenant
terms on the majority of its facilities. Management’s forecasts indicate
there is headroom in the base case and in the downside scenario after
controllable mitigations. Management consider the reverse engineered
scenario, that all the group’s principal risks are incurred within the going
concern period with no probability weightings attached, to be remote.
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 and parent
company’s ability to continue as a going concern for a period up to
30 June 2024.
In relation to the group and parent company’s reporting on how they
have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement
in the financial statements about whether the directors considered it
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect
to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted,
this statement is not a guarantee as to the group’s ability to continue as
a going concern.
Overview of our audit approach
Audit scope We performed an audit of the complete financial
information of four components. The components
where we performed full audit procedures
accounted for 100% of Earnings before interest,
taxes and non-underlying items, 100% of Revenue
and 94% of Total assets.
Key audit
matters
Revenue recognition across the group’s
operations in relation to accrued income relating
to measured supplies
Valuation of the expected credit loss provision
for customer balances across the group
Capitalisation of costs relating to the
capital programme
Materiality Overall group materiality of £7.2m which represents
5% of earnings before interest, taxes and non-
underlying items.
An overview of the scope of the parent company
and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our
allocation of performance materiality determine our audit scope for each
company within the group. Taken together, this enables us to form an
opinion on the consolidated financial statements. We take into account
size, risk profile, the organisation of the group and effectiveness of
group-wide controls, changes in the business environment, the potential
impact of climate change and other factors such as recent internal
audit results when assessing the level of work to be performed at
each company.
In assessing the risk of material misstatement to the group financial
statements, and to ensure we had adequate quantitative coverage of
significant accounts in the financial statements, of the five reporting
components of the Group, we selected four components covering
entities Pennon Group plc, South West Water Limited, Pennon Water
Services Limited and Bristol Water Holdings UK Limited, which represent
the principal business units within the Group.
We performed an audit of the complete financial information of all four
components (“full scope components”) which were selected based on
their size or risk characteristics.
The reporting full scope components where we performed audit
procedures accounted for 100% of the group’s earnings before interest,
taxes and non-underlying items (2022: 100% of the group’s profit
before tax and non-underlying items), 100% (2022: 100%) of the group’s
Revenue and 94% (2022: 95%) of the group’s Total assets.
The remaining component accounts for not more than 1% of the
group’s earnings before interest, taxes and non-underlying items. For
this component, we performed other procedures, including analytical
review procedures, testing of consolidation journals and intercompany
eliminations to respond to any potential risks of material misstatement
to the group financial statements.
Changes from the prior year
In the prior year, following the acquisition of Bristol Water Holdings UK
Limited in June 2021, a non-EY firm audited this full scope component,
operating under the instruction of the primary audit engagement team.
In the current year, the Bristol Water audit team is led by the Senior
Statutory Auditor.
Involvement with component teams
In establishing our overall approach to the Group audit, we determined
the type of work that needed to be undertaken at each of the
components by us, as the primary audit engagement team, or by
component auditors. The audit teams for all full scope components are
led by the Senior Statutory Auditor.
The primary team interacted regularly with the component teams
where appropriate during various stages of the audit, reviewed key
working papers and were responsible for the scope and direction of the
audit process. We maintained continuous and open dialogue with all
component audit teams in addition to holding formal meetings to ensure
that we were fully aware of their progress and results of their procedures.
The Senior Statutory Auditor discussed the planned audit approach with
the component teams and any issues arising from their work, attended
meetings with management and reviewed key audit working papers on
risk areas. This, together with the additional procedures performed at
group level, gave us appropriate evidence for our opinion on the group
financial statements.
Climate change
Stakeholders are increasingly interested in how climate change will
impact Pennon Group plc. The group has determined that the most
significant future impacts from climate change on their operations
will be from physical and transitional climate-related risks. These are
explained on pages 74 to 95 in the required Task Force on Climate
related Financial Disclosures and on pages 52 to 62 in the principal
risks and uncertainties. They have also explained their climate
commitments on pages 42 to 43. All of these disclosures form part of
the “Other information,” rather than the audited financial statements.
Our procedures on these unaudited disclosures therefore consisted
solely of considering whether they are materially inconsistent with the
financial statements or our knowledge obtained in the course of the
audit or otherwise appear to be materially misstated, in line with our
responsibilities on “Other information”.
In planning and performing our audit we assessed the potential impacts
of climate change on the group’s business and any consequential
material impact on its financial statements.
The group has explained in their basis of preparation note to the
financial statements how they have reflected the impact of climate
change in their financial statements and how this aligns with their
commitment to the aspirations of the Paris Agreement to achieve net
zero emissions by 2050 which form part of their disclosures within the
Task Force on Climate related Financial Disclosures which form part of
the “Other information”. Significant judgements and estimates relating
to climate change are included in Note 2(a) Basis of preparation and
Note 4 Critical accounting judgements and estimates. The disclosures
within “Other information” also explain where governmental and societal
responses to climate change risks are still developing, and where the
degree of certainty of these changes means that they cannot be taken
into account when determining asset and liability valuations under the
requirements of UK adopted international accounting standards. In
Note 4 to the financial statements supplementary narrative explanation
of the impact of climate change on long life assets and the sensitivity
of depreciation charge to amendments in the useful economic lives of
these assets has been provided, concluding there is no specific impact
on useful economic lives of long life assets as at 31 March 2023.
Pennon Group plc | Annual Report and Accounts 2023 163
Strategic Report Governance Financial Statements Other information
Independent Auditors’ report continued
Our audit effort in considering the impact of climate change on
the financial statements was focused on evaluating management’s
assessment, which was prepared with support from external consultants.
We evaluated management’s assessment of the impact of climate
risk, physical and transition, their climate commitments, the effects of
material climate risks disclosed on pages 74 to 95 and the significant
judgements and estimates disclosed in Note 4, including whether
these have been appropriately reflected in asset values where these
are determined through modelling future cash flows and associated
disclosures (see Notes 2(a) Basis of preparation), following the
requirements of UK adopted international accounting standards. As part
of this evaluation, we performed our own risk assessment, supported by
our climate change internal specialists, to determine the risks of material
misstatement in the financial statements from climate change which
needed to be considered in our audit.
We also challenged the Directors’ considerations of climate change
risks in their assessment of going concern and viability and associated
disclosures. We have described our considerations of climate change,
relevant to our assessment of going concern in the ‘Conclusions relating
to going concern’ section of our report.
Based on our work we have not identified the impact of climate change
on the financial statements to be a key audit matter or to impact a key
audit matter.
Key audit matters
Key audit matters are those matters that, in our professional judgment,
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 our opinion thereon, and we do not provide a separate
opinion on these matters.
Risk Our response to the risk
Key observations communicated to the
Audit Committee
Revenue recognition across the group’s
operations in relation to accrued
income relating to measured supplies
(2023: £132.8 million, 2022: £120.8 million)
Refer to the Audit Committee Report (page 123);
Accounting policies (page 177); and Note 5 of the
Consolidated Financial Statements (page 185)
The group’s revenue streams relate to the
provision of water and sewerage services by
South West Water, Pennon Water Services and
Bristol Water.
ISAs (UK & Ireland) presume there is a risk of
fraud relating to revenue recognition. For the
group, given the targets associated with financial
performance and potential pressures to meet
market expectations, there is an incentive to
overstate revenue.
This risk over revenue recognition specifically
arises in the following areas of estimation, where
there is an opportunity to overstate revenue:
Income from measured water services requires
an estimation of the amount of unbilled charges
at the period end. This is calculated using a
combination of system generated information,
based on previous customer volume usage,
together with management adjustments for a
number of different factors not included in the
system-generated accrual, such as seasonality
and operational data trends.
The risk remained consistent in the current year.
Procedures to respond to this risk were performed by the
component teams.
We obtained an understanding of the process, by performing
walkthroughs of the supply of measured services, meter
reading and related billing in order to assess the completeness
of adjustments to reflect the accrual or deferral of revenue at
the year-end;
We tested key controls linked to system generated information
and around the estimation process for measured revenue;
We obtained internal and external data on factors that
influence demand from customers, weather patterns and
leaks in infrastructure networks and formed an expectation
of the impact of these matters on revenue to compare to
assumptions used in management’s estimate;
We obtained a system report of invoices raised post year end
based on actual meter readings taken since the year end.
We selected a sample of items from the report to compare
to supporting evidence. We compared this report to the year
end assumptions used to accrue income for these customer
accounts, to assess the reliability of the assumptions used to
determine accrued income;
We performed analytical procedures by comparing revenue
balances for the year against expectations and obtained
support for significant variances;
We used data analytics to understand the journal entries
posted as part of the revenue, trade receivables and accrued
income to cash collection process to identify transactions
that were outside of our expectation and agreed these to
underlying supporting documentation and business rationale;
In performing our journal testing, we paid increased attention
to entries impacting revenue, focusing on non-system postings
and those raised in the last two weeks of the year.
We concluded that the estimation
process undertaken by
management to calculate
the measured income accrual
reflected latest operational factors
in the key assumptions and that
the income accrual was
appropriately determined.
164 Annual Report and Accounts 2023 | Pennon Group plc
Risk Our response to the risk
Key observations communicated to the
Audit Committee
Valuation of the expected credit loss
provision for customer balances
across the group (2023: £106.5 million,
2022: £100.4 million)
Refer to the Audit Committee Report (page 123);
Accounting policies (page 179); and Note 22
of the Consolidated Financial Statements
(page 198)
The expected credit loss provision is calculated
using a combination of system generated
information on historic debt recovery rates and
management’s judgement of the future likely
recovery rates.
There is a risk that the assumptions, used by
management in calculating the expected credit
loss provision, may not be appropriate and the
valuation of the provision against customer
balances may be misstated.
Management’s key assumptions include:
that the historic level of collections is
indicative of the ability to collect at the same
levels in the future; and
that the risk of non-recovery from customers
varies, depending on factors such as whether
the household customer no longer occupies
a property in the area, has previously paid/
not paid, is/is not on a payment plan etc.,
and for non-household customers depends
on the general economic performance of the
business sector they operate within.
The risk has remained consistent in the
current year.
Procedures to respond to this risk were performed by the
component teams.
We performed a walkthrough of the process for calculating
the expected credit loss provision and assessed the design
effectiveness of the key controls;
For debt relating to household customers, we tested operating
effectiveness of key controls over billing systems and integrity
of data and the reports utilised to generate the ageing and
categorisation of debt within the component’s billing systems.
For debt relating to non-household customers, we tested the
accuracy of data and reports by obtaining underlying evidence
to support the parameters relied upon by management in
calculating the expected credit loss provision;
We tested latest information on collection rates and evaluated
how this data was used in the preparation of the expected
credit loss provision;
For the South West Water operations, we utilised collection
trends to determine our own range of the likely ultimate
collection of debts existing at the balance sheet date, including
performing several scenario analyses and compared these to
the provision recorded by management, including assessing
assumptions for evidence of management bias;
We assessed the assumptions used by management in
determining amounts provided against different categories
and age of debt, by comparing these assumptions to historic
collection rates and by considering the impact of changes in
the methods adopted operationally by management to collect
debt, and in the external environment;
We considered whether historic collection performance
evidenced behaviour patterns assumed by management
depending on categorisation of household and business sector
for non-household customers;
For debt relating to household customers, we utilised collection
information over previous periods, with sensitivities to
consider the impact of a deterioration which might arise from
a downturn in the economy, to determine an acceptable range
of the likely ultimate collection of debts existing at the balance
sheet date and compared this to the provision recorded
by management;
For debt relating to non-household customers, we tested
management’s segmentation by business sector and risk
factors considered for each sector, regarding non-recovery of
debt. We compared this analysis with information on actual
collections, by sector, in the current year and since the balance
sheet date; and
We tested the appropriateness of journal entries and
adjustments impacting the expected credit loss provision,
particularly those raised close to the balance sheet date.
We concluded that the
expected credit loss provision
of £106.5 million is within an
acceptable range and reflects
the recent history of collection
of outstanding debts and
considerations of the impact on
future collections from the current
macro-economic environment.
Pennon Group plc | Annual Report and Accounts 2023 165
Strategic Report Governance Financial Statements Other information
Independent Auditors’ report continued
In the prior year, our auditor’s report included a key audit matter in
relation to the accounting for the acquisition of Bristol Water. The
fair value exercise was completed in 2022 and there were no other
acquisitions in the current year, therefore the accounting for the
acquisition of Bristol Water is no longer considered a key audit matter.
In the current year, considering the increased level of capital spend
and the judgements involved in allocating costs between capital and
operating expenditure, we have determined that the capitalisation of
costs relating to the capital programme is a key audit matter.
Our application of materiality
We apply the concept of materiality in planning and performing the
audit, in evaluating the effect of identified misstatements on the audit
and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in
the aggregate, could reasonably be expected to influence the economic
decisions of the users of the financial statements. Materiality provides a
basis for determining the nature and extent of our audit procedures.
We determined materiality for the group to be £7.2 million
(2022: £7.2 million), which is 5% of earnings before interest, taxes and
non-underlying items. In the prior year, we used 5% of profit before
taxation and non-underlying items as our materiality basis. In the current
year, we have changed the basis to earnings before interest, taxes and
non-underlying items which provides us with an appropriate measure
of the underlying performance of the group, as this excludes the impact
of higher interest costs on the group’s index-linked debt, driven by the
significantly higher levels of inflation and is a measure of focus for users
of the financial statements.
We determined materiality for the Parent Company to be £11.0 million
(2022: £12.4 million), which is 1% (2022: 1%) of equity.
Risk Our response to the risk
Key observations communicated to the
Audit Committee
Capitalisation of costs relating to the
capital programme (2023: £353.7 million,
2022: £273.3 million)
Accounting policies (page 178); and Note 17
of the Consolidated Financial Statements
(page 194)
The group has a substantial capital programme
which has been agreed with the Water Services
Regulation Authority (Ofwat) and therefore
incurs significant annual expenditure in relation
to the development and maintenance of both
infrastructure and non-infrastructure assets.
There is judgement involved in allocating costs
between operating and capital expenditure given
the nature of certain projects which include
both repairs and maintenance as well as asset
enhancement. Therefore, there is a potential for
misstatement between the income statement
and the statement of financial position.
In addition, internal expenditure including staff
costs to support capital projects is capitalised
only if it can be demonstrated that it is directly
attributable to the asset, provides probable
economic benefit to the company and can be
measured reliably. There is a risk that costs
capitalised do not meet these criteria.
Due to the level of judgement involved, we have
determined that there is a potential for fraud
through possible manipulation of this balance.
The risk is new in the current year due to the
increased level of capital spend in the year.
Procedures to respond to this risk were performed by the
component teams.
We evaluated capital and operating or finance costs,
and assessed whether these are appropriately classified
and recalculated the amounts included as capital
additions to ensure they agree with the underlying
supporting documentation;
For a sample of capitalised additions, we evaluated the
appropriateness of the classification as capital by considering
the nature of the expenditure with reference to invoice,
certificate or timesheets relating to a specific project or asset.
We also considered the judgements management applied in
capitalising certain staff costs and overheads;
We tested a sample of items allocated to expenditure in the
income statement and verified whether they are correctly
classified by considering the nature of projects i.e., repairs
and maintenance or asset enhancement, to which the
expenditure relates;
We analysed assets commissioned during the year, on a sample
basis, and obtained confirmation from project managers of
their use in the business;
We made inquiries of project managers to gain an
understanding of the on-going capital projects of the Group
and how costs are reviewed and determined as capital
expenditures that meet the Group’s capitalisation policy;
We selected a sample of manual journal entries to record
additions within fixed assets, which resulted from a credit
posting to an operating expenditure account and checked
whether the capitalisation of such expense was appropriately
authorised and in accordance with the capitalisation policy.
We concluded that management
has applied the capitalisation
policy appropriately in determining
the expenditure to be capitalised.
166 Annual Report and Accounts 2023 | Pennon Group plc
We are also required to consider if changing the basis of materiality
results in a substantially different materiality level to that used in
prior period and if it is appropriate to do so. Given there have been no
significant changes in the underlying performance and operations of the
business, compared to the prior year, we have determined our planning
materiality as no higher than the final materiality for the prior year,
namely £7.2m.
Performance materiality
The application of materiality at the individual account or balance
level. It is set at an amount to reduce to an appropriately low level
the probability that the aggregate of uncorrected and undetected
misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment
of the group’s overall control environment, our judgement was that
performance materiality was 75% (2022: 75%) of our planning materiality,
namely £5.4 million (2022: £5.4 million). We have set performance
materiality at this percentage based on our assessment of the group’s
internal control environment and the extent and nature of audit findings
identified in the prior period. This basis is consistent with the prior year.
Audit work at component locations for the purpose of obtaining audit
coverage over significant financial statement accounts is undertaken
based on a percentage of total performance materiality. The performance
materiality set for each component is based on the relative scale and risk
of the component to the group as a whole and our assessment of the
risk of misstatement at that component. In the current year, the range
of performance materiality allocated to components was £1.6 million to
£4.8million (2022: £1.1 million to £5.1 million).
Reporting threshold
An amount below which identified misstatements are considered as
being clearly trivial.
We agreed with the Audit Committee that we would report to them all
uncorrected audit differences in excess of £0.4 million (2022:
£0.4 million), which is set at 5% of planning materiality, as well as
differences below that threshold that, in our view, warranted reporting
on qualitative grounds.
We evaluate any uncorrected misstatements against both the
quantitative measures of materiality discussed above and in light of
other relevant qualitative considerations in forming our opinion.
Other information
The other information comprises the information included in the
annual report set out on pages 1 to 161 and 220 to 228 other than the
financial statements and our auditors 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 this
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 the
other information, we are required to report that fact.
We have nothing to report in this regard.
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.
Starting basis
Adjustments
Materiality
Reported earnings before interest and taxes £109.4 million
(2022: reported profit before taxation £127.7 million)
Non-underlying items (refer to Note 6) increase basis by £43.7 million
(2022: £15.8 million increase)
Totals £153.1 million earnings before interest, taxes and non-underlying items
(2022: £143.5 million profit before taxation and non-underlying items)
Materiality of £7.2 million (2022: £7.2 million)
(5% of earnings before interest, taxes and non-underlying items (2022: 5% of profit before taxation
and non-underlying items))
Pennon Group plc | Annual Report and Accounts 2023 167
Strategic Report Governance Financial Statements Other information
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the
parent company and its environment obtained in the course of the audit,
we have not identified material misstatements in the strategic report or
the directors’ report.
We have nothing to report in respect of the following matters in relation
to which the Companies Act 2006 requires us to report to you if, in
our opinion:
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 and the part of the
Directors’ Remuneration Report to be audited are not in agreement
with the accounting records and returns; or
certain disclosures of directors’ remuneration specified by law are not
made; or
we have not received all the information and explanations we require
for our audit
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern,
longer-term viability and that part of the Corporate Governance
Statement relating to the group and company’s compliance with the
provisions of the UK Corporate Governance Code specified for our
review by the Listing Rules.
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 or our
knowledge obtained during the audit:
Directors’ statement with regards to the appropriateness of adopting
the going concern basis of accounting and any material uncertainties
identified set out on page 159;
Directors’ explanation as to its assessment of the company’s
prospects, the period this assessment covers and why the period is
appropriate set out on page 63;
Directors statement on whether it has a reasonable expectation that
the group will be able to continue in operation and meets its liabilities
set out on page 159;
Directors’ statement on fair, balanced and understandable set out on
page 161;
Board’s confirmation that it has carried out a robust assessment of
the emerging and principal risks set out on page 52;
The section of the annual report that describes the review of
effectiveness of risk management and internal control systems set out
on page 53; and;
The section describing the work of the audit committee set out on
page 120.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set
out on page 161, 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 and 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.
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.
Explanation as to what extent 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 irregularities, including fraud. The risk of not
detecting a material misstatement due to fraud is higher than the risk of
not detecting one resulting from error, as fraud may involve deliberate
concealment by, for example, forgery or intentional misrepresentations,
or through collusion. The extent to which our procedures are capable of
detecting irregularities, including fraud is detailed below.
However, the primary responsibility for the prevention and detection of
fraud rests with both those charged with governance of the company
and management.
168 Annual Report and Accounts 2023 | Pennon Group plc
We obtained an understanding of the legal and regulatory frameworks that
are applicable to the group and determined that the most significant are:
Companies Act 2006
Financial Reporting Council (FRC) and the UK Corporate
Governance Code
Tax legislation (governed by HM Revenue & Customs)
Health and Safety legislation
Environment Agency environmental permits
Ofwat regulations
UK listing rules
We understood how Pennon Group plc is complying with those
frameworks by reading internal policies and codes of conduct and
assessing the entity level control environment, including the level of
oversight of those charged with governance. We made enquiries of
the group’s legal counsel, regulatory team and internal audit of known
instances of non-compliance or suspected non-compliance with
laws and regulations. We corroborated our enquiries through review
of correspondence with regulatory bodies. We designed our audit
procedures to identify non-compliance with such laws and regulations
identified in the paragraph above. As well as enquiry and attendance
at meetings, our procedures involved a review of the reporting to
the above committees and a review of board meetings and other
committee minutes to identify any non-compliance with laws and
regulations. Our procedures also involved journal entry testing, with
a focus on journals meeting our defined risk criteria based on our
understanding of the business.
We assessed the susceptibility of the group’s financial statements to
material misstatement, including how fraud might occur by making
enquiries of senior management, including the Chief Executive Officer,
Chief Financial Officer, Head of Internal Audit and Audit Committee
Chair. We planned our audit to identify risks of management override,
tested higher risk journal entries and performed audit procedures to
address the potential for management bias, particularly over areas
involving significant estimation and judgement. Further discussion of
our approach to address the identified risks of management override
are set out in the key audit matters section of our report.
Based on this understanding we designed our audit procedures
to identify non-compliance with such laws and regulations. Our
procedures involved making enquiries of key management, those
charged with governance and legal counsel, reviewing key policies,
inspecting legal registers and correspondence with regulators
and reading key management meeting minutes. We involved
our internal specialists where appropriate. We also completed
procedures to conclude on the compliance of significant disclosures
in the Annual Report and Accounts with the requirements of the
relevant accounting standards, UK legislation and the UK Corporate
Governance Code.
We communicated regularly with the component teams and attended
key meetings with the component teams, management and legal
counsel in order to identify and communicate any instances of non-
compliance with laws and regulations.
The group operates in the water sector which is highly regulated.
As such the Senior Statutory Auditor reviewed the experience and
expertise of the engagement team to ensure that the team had the
appropriate competence and capabilities, which included the use of
specialists where appropriate.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Other matters we are required to address
Following the recommendation from the audit committee, we were
appointed by the company on 31 March 2014 to audit the financial
statements for the year ending 31 March 2015 and subsequent
financial periods.
The period of total uninterrupted engagement including previous
renewals and reappointments is 9 years, covering the years ending
31 March 2015 to 31 March 2023.
The audit opinion is consistent with the additional report to the
audit committee.
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.
Christabel Cowling (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
London
31 May 2023
Pennon Group plc | Annual Report and Accounts 2023 169
Strategic Report Governance Financial Statements Other information
Financial Statements
Consolidated income statement
For the year ended 31 March 2023
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Notes
Before non-
underlying
items
2023
£m
Non-underlying
items
(note 6)
2023
£m
Total
2023
£m
Before non-
underlying items
2022
£m
Non-underlying
items
(note 6)
2022
£m
Total
2022
£m
Revenue 5 825.0 (27.8) 797.2 792.3 792.3
Operating costs 7
Employment costs (102.2) (102.2) (90.4) (1.7) (92.1)
Raw materials and consumables used (33.6) (33.6) (22.9) (22.9)
Other operating expenses (373.6) (15.9) (389.5) (289.5) (14.1) (303.6)
Trade receivables impairment (7.8) (7.8) (5.6) (5.6)
Earnings before interest, tax, depreciation and
amortisation
5 307.8 (43.7) 264.1 383.9 (15.8) 368.1
Depreciation and amortisation 7 (154.7) (154.7) (146.7) (146.7)
Operating profit/(loss) 5 153.1 (43.7) 109.4 237.2 (15.8) 221.4
Finance income 8 9.2 18.4 27.6 2.6 2.6
Finance costs 8 (145.8) (145.8) (96.3) (96.3)
Net finance costs 8 (136.6) 18.4 (118.2) (93.7) (93.7)
Share of post-tax profit from associated
companies 20 0.3 0.3
Profit/(loss) before tax 5 16.8 (25.3) (8.5) 143.5 (15.8) 127.7
Taxation credit/(charge) 9 3.6 5.3 8.9 (13.9) (98.2) (112.1)
Profit/(loss) for the year 20.4 (20.0) 0.4 129.6 (114.0) 15.6
Attributable to:
Ordinary shareholders of the parent 0.1 15.4
Non-controlling interests 0.3 0.2
Earnings per ordinary share (
(
p
p
e
e
n
n
c
c
e
e
p
p
e
e
r
r
s
s
h
h
a
a
r
r
e
e
)
)
11
Basic 4.9
Diluted 4.9
The above results were derived from continuing operations.
The notes on pages 176 to 219 form part of these financial statements.
170 Annual Report and Accounts 2023 | Pennon Group plc
Financial Statements continued
Consolidated statement of comprehensive income
For the year ended 31 March 2023
AAnnnnuuaall RReeppoorrtt aanndd AAccccoouunnttss 22002233 || PPeennnnoonn GGrroouupp ppllcc
117711
Notes
Before non-
underlying
items
2023
£m
Non-underlying
items
(note 6)
2023
£m
Total
2023
£m
Before non-
underlying items
2022
£m
Non-underlying
items
(note 6)
2022
£m
Total
2022
£m
Profit/(loss) for the year 20.4 (20.0) 0.4 129.6 (1 14.0) 15 .6
Other comprehensive income/(loss)
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit obligations
30
(39.0) (39. 0) 24.9 24.9
Income tax on items that will not be reclassified
9
9.8 9.8 2.4 2.4
Total items that will not be reclassified to
profit or loss (29 .2) (29.2) 27.3 27.3
Items that may be reclassified subsequently
to profit or loss
Cash flow hedges 29.1 29.1 40.6 40.6
Income tax on items that may be reclassified
9
(7.3) (7.3) (6.5) (6.5)
Total items that may be reclassified subsequently
to profit or loss 21.8 21.8 34.1 34.1
Other comprehensive (loss)/income for the year
net of tax
36
(7.4) (7.4) 61.4 61.4
Total comprehensive income/(loss) for the year 13.0 (20.0) (7.0) 191. 0 (114.0) 7 7.0
Total comprehensive income/(loss) attributable to:
Ordinary shareholders of the parent (7.3) 76.8
Non-controlling interests 0.3 0.2
The notes on pages 176 to 219 form part of these financial statements.
Pennon Group plc | Annual Report and Accounts 2023 171
Strategic Report Governance Financial Statements Other information
Financial Statements continued
Balance sheets
At 31 March 2023
117722 AAnnnnuuaall RReeppoorrtt aanndd AAccccoouunnttss 22002233 || PPeennnnoonn GGrroouupp ppllcc
Group Company
Notes
2023
£m
2022*
£m
2023
£m
2022
£m
Asset
s
Non-current assets
Goodwill 15 163.9 163.9
Other intangible assets 16 14.9 13.9
Property, plant and equipment 17 4, 476.9 4,264.0 0.1 0.1
Other non-current assets 19 23.2 9.6 26.1 31.5
Financial assets at fair value through profit 24 1.3 1.3
Deferred tax assets 31 18.6 13.1
Derivative financial instruments 23 33.2 14.8 0.5 1.0
Investments in subsidiary undertakings 20 1,316.6 1,310.8
Investments in associated companies 20 0.3
Retirement benefit obligations 30 29.3 66.3 4.7 12.4
4,743.0 4, 532.5 1,367.
9
1,368.9
Current asset
s
Inventories 21 10.0 7.7
Trade and other receivables 22 238.0 270.9 80.4 49.8
Current tax receivable 27 8.4 1.5
Derivative financial instruments 23 20.7 5.6 0.6 0.6
Cash and cash deposits 25 165.4 519.0 104.1 306.7
442.5
804.7 1
8
5.1 357.1
Liabilities
Current liabilities
Borrowings 28 (124.7) (240.2) (279.1) (312.8)
Financial liabilities at fair value through profit 24 (2.6) (2.5) (0.1) (0.1)
Derivative financial instruments 23 (2.4)
Trade and other payables 26 (225 .4) (171.5) (6.3) (5.6)
Current tax liabilities 27 (3.4) (3.4)
Provisions 32 (0.4) (1.0)
(355.5)
(415.2) (2
8
8.9
)
(321.9)
Net current asset
s
/(liabilities
)
87.0 389.5
(
103.
8
)
35.2
Non-current liabilities
Borrowings 28 (3,006.1) (2,961.7) (155.7) (154.5)
Other non-current liabilities 29 (155.3) (137.2) (8.5) (8.6)
Financial liabilities at fair value through profit 24 (34.0) (36.1)
Derivative financial instruments 23 (2.4)
Deferred tax liabilities 31 (5 07.0) (512.4)
(3,704.8)
(3,647.4) (164.2
)
(163.1)
Net assets
1,125.2
1,274.6 1,0
9
9.
9
1,241.0
Shareholders’ equit
y
Share capital 33 159.5 161.7 159.5 161.7
Share premium account 34 237.6 2 35.5 237.6 235.5
Capital redemption reserve 35 157.1 15 4.7 157.1 154.7
Retained earnings and other reserves 36 570.6 722.6 545.7 689.1
Total shareholders’ equit
y
1,124.8
1,274.5 1,0
9
9.
9
1,241.0
Non-controlling interests 0.4 0.1
Total equity 1,125.2 1,274.6 1,0
9
9.
9
1,241.0
* An adjustment to the preliminary accounting for the Bristol Water acquisition has been made within the measurement period ending 2 June 2022. This adjustment is presented
retrospectively and the 31 March 2022 balance sheet figures have been adjusted accordingly (see note 4).
The profit for the year attributable to ordinary shareholders’ equity dealt with in the accounts of the Parent Company is £8.4 million (2022 £74.5
million). The notes on pages 176 to 219 form part of these financial statements.
The financial statements on pages 170 to 219 were approved by the Board of Directors and authorised for issue on 31 May 2023 and were signed on its
behalf by:
Susan Davy
Chief Executive Officer
Pennon Group plc
Registered Office: Peninsula House, Rydon Lane, Exeter, Devon, England EX2 7HR. Registered in England Number 2366640.
172 Annual Report and Accounts 2023 | Pennon Group plc
Statements of changes in equity
At 31 March 2023
AAnnnnuuaall RReeppoorrtt aanndd AAccccoouunnttss 22002233 || PPeennnnoonn GGrroouupp ppllcc
117733
Share
capital
(note 33)
£m
Share
premium
account
(note 34)
£m
Capital
redemption
reserve
(note 35)
£m
Retained
earnings
and other
reserves
(note 36)
£m
Non-
controlling
interests
£m
Total
equity
£m
Group
At 31 March 2021 171.8 232.1 144.2 2,436.8 (0.1) 2,984.8
Profit for the year 15.4 0.2 15.6
Other comprehensive profit for the year 61.4 61.4
Total comprehensive income for the year 76.8 0.2 77.0
Transactions with equity shareholders:
Dividends paid (1,590.3) (1,590.3)
Shares purchased for cancellation (including related expenses) (201.7) (201.7)
Shares cancelled (note 33) (10.5) 10.5
Adjustment in respect of share-based payments
(net of tax) 2.2 2.2
Own shares acquired by the Pennon Employee Share Trust in
respect of share options granted
(1.2) (1.2)
Proceeds from shares issued under the Sharesave Scheme 0.4 3.4 3.8
Total transactions with equity shareholders (10.1) 3.4 1 0.5 (1,791.0) (1,787.2)
At 31 March 2022 161.7 235.5 154.7 722.6 0.1 1,274.6
Profit for the year 0.1 0.3 0.4
Other comprehensive loss for the year (7.4) (7.4)
Total comprehensive (loss)/income for the year (7.3) 0.3 (7.0)
Transactions with equity shareholders:
Dividends paid (101.6) (101.6)
Shares purchased for cancellation (including related expenses) (4 0.0) (40. 0)
Shares cancelled (note 33) (2.4) 2 .4
Adjustment in respect of share-based payments
(net of tax) 1.9 1.9
Own shares acquired by the Pennon Employee Share Trust in
respect of share options granted (5.0) (5.0)
Proceeds from shares issued under the Sharesave Scheme 0.2 2.1 2.3
Total transactions with equity shareholders (2.2) 2.1 2.4 (144. 7) (142.4)
At 31 March 2023 159.5 237.6 157.1 570.6 0.4 1,125.2
The notes on pages 176 to 219 form part of these financial statements.
Pennon Group plc | Annual Report and Accounts 2023 173
Strategic Report Governance Financial Statements Other information
Financial Statements continued
Statements of changes in equity (continued)
For the year ended 31 March 2023
117744 AAnnnnuuaall RReeppoorrtt aanndd AAccccoouunnttss 22002233 || PPeennnnoonn GGrroouupp ppllcc
Share
capital
(note 33)
£m
Share
premium
account
(note 34)
£m
Capital
redemption
reserve
(note 35)
£m
Retained
earnings
and other
reserves
(note 36)
£m
Total
equity
£m
Company
At 31 March 2021 171.8 232.1 144.2 2,410.8 2,958.9
Profit for the year (note 10) 74.5 74.5
Other comprehensive loss for the year (2.5) (2.5)
Total comprehensive income for the year 72.0 72.0
Transactions with equity shareholders: .
Dividends paid (1,590.3) (1,590.3)
Shares purchased for cancellation (including related expenses) (201.7) (201.7)
Shares cancelled (note 33) (10.5) 10.5
Adjustment in respect of share-based payments (net of tax) 0.9 0.9
Charge in respect of share options vesting (2.6) (2.6)
Proceeds from shares issued under the Sharesave Scheme 0.4 3.4 3.8
Total transactions with equity shareholders (10.1) 3.4 10.5 (1,793.7) (1,789.9)
At 31 March 2022 161.7 235.5 154.7 689.1 1,241.0
Profit for the year (note 10) 8.4 8.4
Other comprehensive loss for the year (6.1) (6.1)
Total comprehensive income for the year 2.3 2.3
Transactions with equity shareholders:
Dividends paid (101.6) (101.6)
Shares purchased for cancellation (including related expenses) (40.0) (40.0)
Shares cancelled (note 33) (2.4) 2.4
Adjustment in respect of share-based payments (net of tax) 1.3 1.3
Charge in respect of share options vesting (5.4) (5.4)
Proceeds from shares issued under the Sharesave Scheme 0.2 2.1 2.3
Total transactions with equity shareholders (2.2) 2.1 2.4 (145.7) (143.4)
At 31 March 2023 159.5 237.6 157.1 545.7 1,099.9
The notes on pages 176 to 219 form part of these financial statements.
174 Annual Report and Accounts 2023 | Pennon Group plc
Cash flow statements
For the year ended 31 March 2023
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Group Company
Notes
2023
£m
2022
£m
2023
£m
2022
£m
Cash flows from operating activities
Cash generated/(outflow) from operations 37 313.7 334.2 (38.9) (29.9)
Interest paid 37 (159.7) (74.6) (7.7) (6.0)
Tax (paid)/received (1.4) (7.3) 0.6 (6.2)
Net cash generated/(outflow) from operating activities 152.6 252.3 (46.0) (42.1)
Cash flows from investing activities
Interest received 4.9 2.6 6.1 2.2
Dividends received 15.7 109.6
Movement of restricted deposits 146.1 89.1
Purchase of property, plant and equipment (326.6) (225.6)
Acquisition of subsidiaries including acquisition costs, net of cash acquired 20, 43 (421.2) (434.0)
Proceeds on disposal of subsidiaries, net of cash disposed at Group level
and transaction costs 9.2 9.2
Purchase of intangible assets (4.6) (3.4)
Proceeds from sale of property, plant and equipment 0.7 1.4
Investment in subsidiary undertakings 20 (45.0)
Net cash (used in)/received from investing activities (179.5) (547.9) 21.8 (358.0)
Cash flows from financing activities
Proceeds from issuance of ordinary shares 2.3 3.8 2.3 3.7
Purchase of ordinary shares by the Pennon Employee Share Trust (5.0) (1.2) (5.4)
Proceeds from new borrowing 233.0 61.0
Repayment of borrowings (210.3) (49.4) (33.7) (0.5)
Cash inflows from lease financing arrangements 40.2 15.0
Lease principal repayments (including net recoverable VAT paid / recovered) (99.2) (258.9)
Dividends paid (101.6) (1,590.3) (101.6) (1,590.3)
Repurchase of own shares and associated fees (40.0) (201.7) (40.0) (201.7)
Net cash used in financing activities (180.6) (2,021.7) (178.4) (1,788.8)
Net (decrease)/ increase in cash and cash equivalents (207.5) (2,31 7.3) (202.6) (2,188.9)
Cash and cash equivalents at beginning of the year 25 351.2 2,668.5 306.7 2,495.6
Cash and cash equivalents at end of the year 25 143.7 351.2 104.1 306.7
The notes on pages 176 to 219 form part of these financial statements.
Pennon Group plc | Annual Report and Accounts 2023 175
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements
Notes to the Financial Statements
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1. General information
Pennon Group plc is a company registered in the United Kingdom under
the Companies Act 2006. The address of the registered office is given
on page 227. Pennon Group’s business is operated through two principal
subsidiaries. South West Water Limited, providing water and wastewater
services in Devon, Cornwall and parts of Dorset and Somerset and water
only services in parts of Dorset, Hampshire, Wiltshire and Bristol.
Following the statutory licence transfer from Bristol Water plc to South
West Water Limited on 1 February 2023 the regulated water business of
Bristol Water plc transferred to South West Water Limited. Pennon
Group is the majority shareholder of Pennon Water Services Limited, a
company providing water and wastewater retail services to non-
household customer accounts across Great Britain. Bristol Water
Holdings UK Limited owns a 30% share in Water 2 Business Limited, a
joint venture with Wessex Water, operating in the same sector as
Pennon Water Services Limited.
2. Principal accounting policies
The principal accounting policies adopted in the preparation of these
financial statements are set out below. These policies have been
consistently applied to the years presented.
(a) Basis of preparation
These financial statements have been prepared on the historical cost
accounting basis (except for fair value items, principally acquisitions,
transfers of assets from customers and certain financial instruments as
described in accounting policy notes (b), (u) and (n) respectively) and in
accordance with UK-adopted international accounting standards and, as
regards the parent company financial statements, as applied in
accordance with the provisions of the Companies Act 2006. The
Company has taken advantage of section 408 of the Companies Act
2006 not to present the parent company profit and loss account. These
financial statements are presented in pounds sterling and all values
rounded to the nearest one-hundred thousand pounds, except when
otherwise indicated.
A summary of the principal accounting policies is set out below,
together with an explanation where changes have been made to
previous policies on the adoption of new accounting standards and
interpretations in the year.
The going concern basis has been adopted in preparing these financial
statements. At 31 March 2023 the Group has access to undrawn
committed funds and cash and cash deposits totalling £420 million,
including cash and other short-term deposits of £165 million and £255
million of undrawn facilities. Cash and other short-term deposits include
£22 million of restricted funds deposited with lessors which are available
for access, subject to being replaced by an equivalent valued security.
In making their assessment, the Directors reviewed the principal risks
and considered which risks might threaten the Group’s going concern
status, to do this the Group’s business plan has been stress-tested.
Whilst the Group’s risk management processes seek to mitigate the
impact of principal risks as set out on pages 52 to 62, individual
sensitivities against these risks have been identified. These sensitivities,
which are ascribed a value with reference to risk weighting, factoring in
the likelihood of occurrence and financial impact, were applied to the
baseline financial forecast which uses the Group’s annual budget for FY
2023/24 and longer-term strategic business plan for the remainder of
the going concern period to 30 June 2024. The forecast includes our
new syndicated £300 million private placement. During the year we also
agreed updated covenant terms on the majority of our facilities and the
Directors are confident that the covenant update process for the
remaining small number of lenders will be concluded satisfactorily in the
very near term. For facilities where changes to covenant terms are not
finalised at the date of approval of the financial statements, we have
modelled the impact on the Group’s solvency, using existing terms,
under a stress-tested scenario, and concluded this does not
compromise the going concern of the Group over the assessment
period. The risks and sensitivities include consideration of; legislative
impacts such as change in government policy and non-compliance with
laws and regulations, macro-economic impacts such as inflation and
interest rate increases, and operational impacts such as ensuring
adequate water resources and failure of operational assets. A combined
stress testing scenario has been performed to assess the overall impact
of these individual scenarios impacting the Group collectively. The
combined weighted impact of the risks occurring is c.£120m, this value is
considered equivalent to an extreme one-off event that could occur
within a year, the probability of such an event happening is deemed
unlikely. Through this testing, it has been determined that none of the
individual principal risks would in isolation, or in aggregate, compromise
the going concern of the Group over the going concern period, the
assessment has been considered by reviewing the impact on the
solvency position as well as debt and interest covenants. In the
combined scenario to ensure that the Group was able to continue as a
going concern, additional mitigations could be deployed to reduce
gearing and increase covenant headroom. Examples of mitigations could
include; reduction in discretionary operational expenditure, deferral of
capital expenditure and / or cancellation of non-essential capital
expenditure, reduction in the amount of dividend payable, and raising
additional funding.
In addition, we have modelled a reverse engineered scenario that could
possibly compromise the Group’s solvency over the going concern
assessment period. This scenario builds on the factors above and
additionally assumes all the Group’s principal risks are incurred within
the going concern period, with no probability weightings attached. The
Board considered the likelihood of this scenario on the Group’s solvency
over the going concern period, as remote, given this would require all of
the principal risks to be incurred at maximum impact within the same
time frame, without implementing controllable mitigations, as noted
above, or raising additional funding.
Having considered the Group’s funding position and financial
projections, which take into account a range of possible impacts, as
described in this report, the Directors have a reasonable expectation
that that the Group will meet the requirements of its covenants and has
adequate resources to continue in operational existence for the period
to at least the end of the going concern assessment period of 30 June
2024, and that there are no material uncertainties to disclose. For this
reason, they continue to adopt the going concern basis in preparing the
financial statements.
In preparing the financial statements management has considered the
impact of climate change, taking into account the relevant disclosures in
the Strategic Report, including those made in accordance with the
recommendations of the Taskforce on Climate-related Financial
Disclosure. The expected environmental impact of climate change on
the water business has been modelled noting that the physical risks are
increasing. It is likely that the Group will need to invest to protect certain
assets such as sewage works and pumping stations against sea level
inundation and these considerations form part of the planning process
for new capital expenditure. Longer term investment, outlined in the
strategic plans, will be needed to manage future risks. To achieve this,
combined regulatory and government support within their policy
frameworks will be essential. Whilst it is estimated additional spend will
be required to manage future risks, the current available information and
assessment did not identify any risks that would require the useful
economic lives of assets to be reduced in the year or identify the need
for impairment that would impact the carrying values of such assets or
have any other impact on the financial statements. The impact
assessments will be continuously updated to reflect the latest available
information on the impact of climate change.
New standards or interpretations which were mandatory for the first
time in the year beginning 1 April 2022 did not have a material impact on
the net assets or results of the Group and the parent company.
New standards or interpretations due to be adopted from 1 April 2023
are not expected to have a material impact on the Group’s and the
parent company’s net assets or results. Existing borrowing covenants
are not impacted by changes in accounting standards.
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2. Principal accounting policies continued
(b) Basis of consolidation
The Group financial statements include the results of Pennon Group plc
and its subsidiaries and joint ventures.
The results of subsidiaries and joint ventures are included from the date
of acquisition or incorporation and excluded from the date of disposal.
The results of subsidiaries are consolidated where the Group is exposed
to, 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. The results of joint ventures are accounted for on an equity basis.
Intra-group trading, loan balances and transactions are eliminated
on consolidation.
The acquisition method of accounting is used to account for the
purchase of subsidiaries. The excess of the value transferred to the
seller in return for control of the acquired business, together with the fair
value of any previously held equity interest in that business over the
Group’s share of the fair value of the identifiable net assets, is recorded
as goodwill.
(c) Revenue recognition
Group revenue is recognised following delivery of performance
obligations and an assessment of when control over the product or
service is transferred to the customer. Revenue is only recognised when
collection of consideration is highly probable.
Revenue is recognised either when the performance obligation in the
contract has been performed (point in time recognition) or ‘over time’ as
the performance obligations to the customer are satisfied. For each
obligation satisfied over time, the Group applies a revenue recognition
method that accurately reflects performance in transferring control of the
services to the customer.
Where a contract with a customer includes more than one performance
obligation, revenue is allocated to each obligation in proportion to a fair
value assessment of the total contract sales value split across the
services provided.
At the inception of a contract the total transaction price is estimated,
being the fair value to which the Group expects to be entitled under the
contract, including any variable consideration. Variable consideration is
based on the most likely outcome of the performance obligations.
Revenue excludes value added tax, trade discounts and revenue arising
from transactions between Group companies.
Water (domestic and non-household retail)
For most of the services provided to domestic customers, contract
terms are implied through statute and regulation in the absence of
formal, written contracts. South West Water and Bristol Water have a
duty under legislation to provide domestic customers with services
regardless of payment and is not permitted to disconnect domestic
customers for non-payment of bills. Charges are set via the periodic
review price-setting process, regulated by Ofwat.
In respect of ongoing, continuous services to customers, such as the
provision of drinking water and wastewater services, revenue is
recognised over time.
Customers with an unmeasured supply are billed at the start of the year
for the full amount of the annual charge but typically take advantage of
a choice of payment arrangements to pay by regular instalments. The
performance obligation has been assessed as standing ready to provide
water and sewerage services when required by our customers, and
accordingly revenue is recognised under IFRS 15 as the stand-ready
obligation is fulfilled over time.
Customers with a metered supply are sent up to four bills per year, based
either on actual meter readings or estimated usage. For these customers,
revenue includes an estimation of the amount of unbilled usage at the
period end. Payment options for domestic customers include an annual
meter payment plan where customers agree to pay a fixed amount per
month which is adjusted to reflect actual consumption at the end of
the year. Revenue is recognised as water is supplied, based on estimate
usage for unbilled elements.
A range of regulated services is offered to property developers and owners
who require connection to the water and sewerage networks or need the
networks to be extended or altered. Typically, these customers pay an
estimate of the charges in advance as a deposit, which is treated as a
contract liability and are billed or refunded the difference between the
estimate and actual costs on completion of the work.
The principle components of these contributions are as follows:
i) Where the performance obligation relates solely to a connection to the
network, revenue is recognised at the point of connection when the
customer is deemed to obtain control.
ii) Where assets are constructed or provided by the Group or assets
transferred to the Group, it is considered that there is an explicit or
implied performance obligation to provide an ongoing water and/or
wastewater service, with the result that revenue is recognised over a
time no longer than the economic life of assets provided by or
transferred to the Group.
Pennon Water Services provides specialist retail water and wastewater
services to business customers. It raises bills and recognises revenue
in accordance with its contracts with customers and in line with the
limits established for the non-household periodic price-setting process
where applicable.
Contract assets and liabilities
A trade receivable is recognised when the Group has an unconditional
right to receive consideration in exchange for performance obligations
already fulfilled. A contract asset is recognised when the Group has
fulfilled some of its performance obligations but has not yet obtained an
unconditional right to receive consideration. The amounts for contract
assets, when applicable, are disclosed within note 19 (Other non-current
assets) and note 22 (Trade and other receivables) as appropriate. A
contract liability is recognised when consideration is received in advance
of the Group performing its performance obligations to customers,
including, when appropriate, transfers of assets from customers (per
paragraph (u) below). The value of contract liabilities is disclosed
within note 26 (Trade and other payables) and note 29 (Other non-
current liabilities) as appropriate.
(d) Segmental reporting
Each of the Group’s business segments provides services which are
subject to risks and returns which are different from those of the other
business segments. The Group’s internal organisation and management
structure and its system of internal financial reporting are based
primarily on business segments.
The Group is organised into two operating segments. The water segment
comprises the regulated water and wastewater services undertaken by
South West Water. The non-household retail business reflects the services
provided by Pennon Water Services. Other segments, including Pennon
Group plc, are not reportable segments as they are not reported to Chief
Decision makers. Segmental revenue and results include transactions
between businesses. Inter-segmental transactions are eliminated on
consolidation.
(e) Goodwill
Goodwill arising on consolidation from the acquisition of subsidiary
undertakings represents the excess of the purchase consideration
over the fair value of net assets acquired, less any subsequent
impairment charges.
Goodwill is recognised as an asset and reviewed for impairment at least
annually. Any impairment is recognised immediately in the income
statement and is not subsequently reversed. For the purpose of
impairment testing, goodwill acquired in a business combination is
allocated to each of the cash generating units (CGUs) or group of CGUs,
that is expected to benefit from the synergies of the combination. Each
unit or group of units to which goodwill is allocated represents the lowest
level within the entity at which the goodwill is monitored for internal
reporting purposes. Goodwill is allocated and monitored at the
reportable operating segment level. Further details are contained in
accounting policy (i).
When a subsidiary undertaking is sold, the profit or loss on disposal is
determined after including the attributable amount of goodwill.
Pennon Group plc | Annual Report and Accounts 2023 177
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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2. Principal accounting policies continued
(f) Other intangible assets
Other intangible assets include assets acquired in business combination
and are capitalised at fair value at the date of acquisition. Following
initial recognition, finite life intangible assets are amortised on a straight-
line basis over their estimated useful lives, with the expense charged to
the income statement through operating costs.
(g) Property, plant and equipment
i) Infrastructure assets (being water mains and sewers,
impounding and pumped raw water storage reservoirs, dams,
pipelines and sea outfalls)
Infrastructure assets were included at fair value on transition to IFRS,
and subsequent additions are recorded at cost less accumulated
depreciation and impairment charges. Expenditure to increase capacity
or enhance infrastructure assets is capitalised where it can be reliably
measured, and it is probable that incremental future economic benefits
will flow to the Group. The cost of day to day servicing of infrastructure
components is recognised in the income statement as it arises.
Infrastructure assets are depreciated evenly over their useful economic
lives, and are principally:
Dams and impounding reservoirs 100 to 200 years
Water mains 60 to 180 years
Sewers 75 to 150 years
Assets in the course of construction are not depreciated until
commissioned.
ii) Other assets (being property, overground plant and
equipment)
Other assets are included at cost less accumulated depreciation.
Freehold land is not depreciated. Other assets are depreciated evenly to
their residual value over their estimated economic lives, and are
principally:
Land and buildings – freehold
buildings
10 to 80 years
Land and buildings – leasehold
buildings
Over the estimated economic lives
or the lease period, whichever is the
shorter
Operational properties 15 to 100 years
Fixed plant 10 to 30 years
Vehicles, mobile plant and
computers 4 to 20 years
Assets in the course of construction are not depreciated until
commissioned.
The cost of assets includes directly attributable labour and overhead
costs which are incremental to the Group. Borrowing costs directly
attributable to the construction of a qualifying asset (an asset
necessarily taking a substantial period of time to be prepared for its
intended use) are capitalised as part of the asset. Assets transferred
from customers are recognised at fair value as set out in accounting
policy (u).
The assets’ residual values and useful lives are reviewed annually.
Gains and losses on disposal are determined by comparing sale
proceeds with carrying amounts. These are included in the income
statement.
(h) Leased assets
All are accounted for by recognising a right-of-use asset and a lease
liability except for:
Low value assets; and
Leases with a duration of 12 months or less.
Contracts are initially measured at the present value of contractual
payments due to the lessor over the lease term, with the discount rate
determined by reference to the rate inherent in the lease unless this is
not readily determinable, in which case the Group’s incremental
borrowing rate on commencement of the lease is used. After initial
measurement, lease payments are allocated between the liability and
finance cost. The finance cost is charged to profit and loss over the
lease period to produce a constant periodic rate of interest on the
remaining balance of the liability for each period. The interest element of
cash payments in respect of these leases is included within interest
payments in determining net cash generated from operating activities.
The capital element of the cash payment is included within cash flows
from financing activities. Right-of-use assets are amortised on a straight-
line basis over the remaining term of the lease or the remaining
economic life of the asset if shorter. When the Group revisits its estimate
of lease term (because, for example, it reassesses an extension option),
it adjusts the carrying amount of the lease liability to reflect the
payments to make over the revised term, which is discounted at the
same discount rate that applied on lease commencement. In these
circumstances an equivalent adjustment is made to the carrying value of
the right-of-use asset, with the revised carrying amount being amortised
over the remaining (revised) lease term.
Assets are included as property, plant and equipment as right-of-use
assets at the present value of the minimum lease payments and are
depreciated over their estimated economic lives or the finance lease
period, whichever is the shorter. The corresponding liability is recorded
as borrowings. The interest element of the rental costs is charged
against profits using the actuarial method over the period of the lease.
The Group regularly uses sale and leaseback transactions to finance its
capital programme. A sale and leaseback transaction is where the Group
sells an asset and immediately reacquires the use of the asset by
entering into a lease with the buyer. Each transaction is assessed as to
whether it meets the criteria within IFRS 15 ‘Revenue from contracts with
customers’ for a sale to have occurred. If the sale criteria are met a lease
liability is recognised, the associated property, plant and equipment
asset is derecognised, and a right-of-use asset is recognised at the
proportion of the carrying value relating to the right retained. Any gain
or loss arising relates to the rights transferred to the buyer. If the criteria
for a sale under IFRS 15 have not been met the asset is not
derecognised and no sale is recorded.
(i) Impairment of non-financial assets
Assets with an indefinite useful life are not subject to amortisation and
are tested annually for impairment, or whenever events or changes in
circumstance indicate that the carrying amount may not be recoverable.
Assets subject to amortisation or depreciation are tested for impairment
whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable.
An impairment loss is recognised for the amount by which an asset’s
carrying amount exceeds its recoverable amount. The recoverable
amount is the higher of an asset’s fair value, less costs to sell, and value-
in-use. For the purposes of assessing impairment, assets are grouped at
the lowest levels for which there are separately identifiable cash flows
(CGUs). Value-in-use represents the present value of projected future
cash flows expected to be derived from a CGU, discounted using a pre-
tax discount rate which reflects an assessment of the market cost of
capital of the CGU. Impairments are charged to the income statement in
the year in which they arise.
Non-financial assets other than goodwill that have been impaired are
reviewed for possible reversal of the impairment at each reporting date.
Where a previously impaired asset or CGU’s recoverable amount is in
excess of its carrying amount, previous impairments are reversed to the
carrying value that would have expected to be recognised had the
original impairment not occurred.
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2. Principal accounting policies continued
(j) Parent company: Investment in subsidiary undertakings
Investments in subsidiary undertakings are initially recorded at cost,
being the fair value of the consideration paid. Subsequently investments
are reviewed for impairment on an individual basis annually or if events
or changes in circumstances indicate that the carrying value may not be
fully recoverable.
(k) Investment in associated companies
Associated companies are entities over which the Group exercises joint
control. Investments in associated companies are accounted for using
the equity method of accounting. Any excess of the cost of acquisition
over the Group’s share of the fair values of the identifiable net assets of
the associated company at the date of acquisition is recognised as
goodwill and is included in the carrying value of the investment in the
associated company.
The carrying value of the Group’s investment is adjusted for the Group’s
share of post-acquisition profits or losses recognised in the income
statement and statement of comprehensive income. Losses of an
associated company in excess of the Group’s interest are not recognised
unless the Group has a legal or constructive obligation to fund those
losses.
(l) Inventories
Inventories are stated at the lower of cost and net realisable value. The
cost of finished goods and work in progress includes raw materials and
the cost of bringing stocks to their present location and condition. It
excludes borrowing costs. Net realisable value is the estimated selling
price less cost to sell. The costs of items of inventory are determined
using weighted average costs.
(m) Cash and cash deposits
Cash and cash deposits comprise cash in hand and short-term deposits
held at banks. Bank overdrafts are offset against cash balances where
there is a legally enforceable right to offset and there is an intention to
settle the balances on a net basis. Otherwise, overdrafts are included
within current borrowings.
(n) Financial instruments
Financial instruments are recognised and measured in accordance with
IFRS 9. The Group classifies its financial instruments in the following
categories:
i) Debt instruments at amortised cost
All loans and borrowings are initially recognised at fair value, net of
transaction costs incurred. Following initial recognition, interest-bearing
loans and borrowings are subsequently stated at amortised cost using
the effective interest method. Gains and losses are recognised in the
income statement when instruments are derecognised or impaired.
Premia, discounts and other costs and fees are recognised in the income
statement through amortisation.
Borrowings are classified as current liabilities unless the Group has an
unconditional right to defer settlement of the liability for at least 12
months after the balance sheet date.
ii) Trade receivables
Trade receivables do not carry any interest receivable and are
recognised initially at fair value and subsequently at amortised cost
using the effective interest method, less provision for expected credit
losses (ECLs). In accordance with IFRS 9, each Group entity performs an
impairment analysis at each reporting date to measure the ECLs. Each
entity does not track changes in credit risk but instead recognises a loss
allowance based on lifetime ECLs at each reporting date. Each
subsidiary has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors
specific to the receivables and the economic environment.
iii) Trade payables
Trade payables are not interest-bearing and are recognised initially at
fair value and subsequently measured at amortised cost using the
effective interest method.
iv) Derivative financial instruments and hedging activities
The Group uses derivative financial instruments, principally interest rate
swaps, cross-currency interest rate swaps and inflation swaps to hedge
risks associated with interest rate and exchange rate fluctuations.
Derivative instruments are initially recognised at fair value on the date
the derivative contract is entered into and subsequently remeasured at
fair value for the reported balance sheet.
The Group designates certain hedging derivatives as either:
A hedge of a highly probable forecast transaction or change in the
cash flows of a recognised asset or liability (a cash flow hedge); or
A hedge of the exposure to change in the fair value of a recognised
asset or liability (a fair value hedge).
The gain or loss on remeasurement is recognised in the income
statement except for cash flow hedges which meet the conditions for
hedge accounting, when the portion of the gain or loss on the hedging
instrument which is determined to be an effective hedge is recognised
directly in equity, and the ineffective portion in the income statement.
The gains or losses deferred in equity in this way are subsequently
recognised in the income statement in the same period in which the
hedged underlying transaction or firm commitment is recognised in the
income statement.
In order to qualify for hedge accounting, the Group is required to
document in advance the relationship between the item being hedged
and the hedging instrument. The Group is also required to document
and demonstrate an assessment of the relationship between the hedged
item and the hedging instrument which shows that the hedge will be
highly effective on an ongoing basis. This effectiveness testing is
reperformed at the end of each reporting period to ensure that the
hedge remains highly effective.
The full fair value of a hedging derivative is apportioned on a straight-
line basis between non-current and current assets and liabilities based
on the remaining maturity of the hedging derivative.
Derivative financial instruments deemed held for trading, which are
not subject to hedge accounting, are classified as a current asset or
liability with any change in fair value recognised immediately in the
income statement.
The Group uses cross-currency swaps for some of its foreign currency
denominated private placement borrowings. The swaps either have the
effect of (i) converting variable rate foreign currency borrowings into
fixed rate sterling borrowings, (ii) converting fixed rate foreign currency
borrowings into fixed rate sterling borrowings, or (iii) converting fixed
rate foreign currency borrowings into floating rate sterling borrowings.
v) Financial instruments at fair value through profit
Financial instruments at fair value through profit reflect the fair value
movement of the hedged risk on a hedged item through a fair value
hedging relationship. The fair values of these financial instruments are
initially recognised on the date the hedging relationship is entered into
and thereafter remeasured at each subsequent balance sheet date. The
gain or loss on remeasurement for the period is recognised in the
income statement.
vi) Receivables due from subsidiary undertakings
Amounts owed by subsidiaries are classified and recorded at amortised
cost and reduced by allowances for ECLs. Estimated future credit losses
are first recorded on initial recognition of a receivable and are based on
estimated probability of default. Individual balances are written off when
management deems them not to be collectible.
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Notes to the Financial Statements continued
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2. Principal accounting policies continued
(o) Taxation including deferred tax
The tax charge for the year comprises current and deferred tax. Tax is
recognised in the income statement, except to the extent that it relates
to items recognised in the statement of comprehensive income or
directly in equity. In this case the tax is also recognised in the statement
of comprehensive income or directly in equity as appropriate.
Current tax is calculated on the basis of tax laws enacted or
substantively enacted at the balance sheet date. Management
periodically evaluates tax items subject to interpretation and establishes
provisions on individual tax items, where in the judgement of
management, the position is uncertain. The Group includes a number of
companies, including the parent company, which are part of a tax group
for certain aspects of the tax legislation. One of these aspects relates to
group relief whereby current tax liabilities can be offset by current tax
losses arising in other companies within the same tax group. Payments
for group relief are included within the current tax disclosures.
Deferred tax is provided in full on temporary differences between the
carrying amount of assets and liabilities in the financial statements and
the tax base, except where they arise from initial recognition of an asset
or liability in a transaction, other than a business combination, that at the
time of the transaction affects neither accounting nor taxable profit or
loss. Deferred tax assets are recognised only to the extent that it is
probable that future taxable profits will be available against which the
assets can be realised. Deferred tax is determined using the tax rates
enacted or substantively enacted at the balance sheet date, and
expected to apply when the deferred tax liability is settled or the
deferred tax asset is realised.
(p) Provisions
Provisions are made where there is a present legal or constructive
obligation as a result of a past event and it is probable that there will be
an outflow of economic benefits to settle this obligation and a reliable
estimate of this amount can be made. Where the effect of the time value
of money is material the current amount of a provision is the present
value of the expenditures expected to be required to settle obligations.
The unwinding of the discount to present value is included as notional
interest within finance costs.
(q) Share capital and treasury shares
Ordinary shares are classified as equity.
Where the Company purchases the Company’s equity share capital
(treasury shares) the consideration paid, including any directly
attributable costs, is deducted from equity until the shares are cancelled
or reissued. Where such shares are subsequently reissued, any
consideration received, net of any directly attributable transaction costs,
is included in equity.
The Group balance sheet includes the shares held by the Pennon Group
plc Employee Benefit Trust, relating to employee share-based payments,
which have not vested at the balance sheet date. These are shown as a
deduction from shareholders’ equity until such time as they vest.
Share buy-back scheme and tender offer
Shares purchased for cancellation are deducted from retained earnings
at the total consideration paid or payable, including any related
expenses. Where the Group has an irrevocable commitment to purchase
shares for cancellation at the balance sheet date, a liability is recognised
in other creditors based on the share price at the balance sheet date
and retained earnings reduced by the amount of the liability.
Shares purchased and held by the Group (treasury shares) are deducted
from the treasury reserve at the total consideration paid or payable. On
cancellation of treasury shares, the cost is transferred from the treasury
reserve to retained earnings.
When treasury shares are issued at below cost, an amount representing
the difference between the cost of those shares and issue proceeds is
transferred to retained earnings. No gain or loss is recognised in the
consolidated income statement on the purchase, sale, issue or
cancellation of the Group’s own equity instruments.
(r) Dividend distributions
Dividend distributions are recognised as a liability in the financial
statements in the period in which the dividends are approved by
the Company’s shareholders. Interim dividends are recognised when
paid, final dividends when approved by shareholders at the Annual
General Meeting.
(s) Employee benefits
i) Retirement benefit obligations
The Group operates defined benefit and defined contribution
pension schemes.
Defined benefit pension schemes
The liability recognised in the balance sheet in respect of defined benefit
pension plans is the present value of the defined benefit obligation at
the end of the year less the fair value of plan assets. If the value of a
plan’s assets exceeds the present value of its obligations, the resulting
surplus is only recognised if the Group has an unconditional right to
that surplus.
The defined benefit obligation is calculated by independent actuaries
who advise on the selection of Directors’ best estimates of assumptions,
using the projected unit credit method. The present value of the defined
benefit obligation is determined by discounting the estimated future
cash outflows using interest rates of high-quality corporate bonds, and
that have terms to maturity approximating to the terms of the related
pension obligation. The increase in liabilities of the Group’s defined
benefit pension schemes, expected to arise from employee service in the
year, is charged against operating profit.
Changes in benefits granted by the employer are recognised
immediately as a past service cost in the income statement.
Actuarial gains and losses arising from experience adjustments and
changes in actuarial assumptions are charged or credited to equity in
the statement of comprehensive income in the period in which they
arise.
Defined contribution scheme
Costs of the defined contribution pension scheme are charged to the
income statement in the year in which they arise. The Group has no
further payment obligations once the contributions have been paid.
ii) Share-based payment
The Group operates a number of equity-settled, share-based payment
plans for employees. The fair value of the employee services required in
exchange for the grant is recognised as an expense over the vesting
period of the grant.
Fair values are calculated using an appropriate pricing model. Non-
market-based vesting conditions are adjusted for assumptions as to the
number of shares which are expected to vest.
(t) Fair values
The fair value of interest rate, inflation and cross currency swaps is
based on the market price to transfer the asset or liability at the balance
sheet date in an ordinary transaction between market participants. The
fair values of short-term deposits, loans and overdrafts with a maturity of
less than one year are assumed to approximate to their book values. In
the case of non-current bank loans and other loans, the fair value of
financial liabilities for disclosure purposes is estimated by discounting
the future contractual cash flows at the current market interest rate
available to the Group for similar financial instruments.
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2. Principal accounting policies continued
(u) Transfers of assets from customers
Where an item of property, plant and equipment that must be used to
connect customers to the network is received from a customer, or where
cash is received from a customer for the acquisition or construction of
such an item, that asset is recorded and measured on initial recognition
at its fair value. The credit created by the recognition of the asset is
recognised as a contract liability on the balance sheet. The contract
liability reduces, and revenue is recognised in the income statement, as
performance obligations are satisfied. The period over which the credit is
recognised depends upon the nature of the service provided, as
determined by the agreement with the customer. Where the service
provided is solely a connection to the network, the credit is recognised
at the point of connection. If the agreement does not specify a period,
revenue is recognised over a period no longer than the economic life of
the transferred asset used to provide the ongoing service.
The fair value of assets on transfer from customers is determined using
a cost valuation approach allowing for depreciation.
(v) Foreign exchange
Transactions denominated in foreign currencies are translated at the
exchange rate at the date of the transaction. Monetary assets and
liabilities denominated in a foreign currency are translated at the closing
balance sheet rate. The resulting gain or loss is recognised in the
income statement.
(w) Non-underlying items
Non-underlying items are those that in the Directors’ view should be
separately disclosed by virtue of their size, nature or incidence to enable
a full understanding of the Group’s financial performance.
(x) Grants and contributions
Grants and contributions receivable in respect of property, plant and
equipment which provide the customer with ongoing access to the
water and sewerage networks, are treated as contract liabilities and
released to revenue over the economic life of those elements of
property, plant and equipment. Grants and contributions receivable in
respect of expenses charged against profits in the year have been
included in the income statement.
Government grants are recognised where there is reasonable certainty
that the grant will be received and all attached conditions will be
complied with. When the grant relates to an expense item, it is
recognised on a systematic basis over the periods that the related costs,
for which it is intended to compensate, are expensed. The income from
such grants is presented in the financial statements as a deduction from
the expense to which it relates.
3. Financial risk management
(a) Financial risk factors
The Group’s activities expose it to a variety of financial risks: liquidity
risk; market risk (interest rate and foreign currency risk); credit risk and
inflation risk.
The Group’s treasury function seeks to ensure that sufficient funding is
available to meet foreseeable needs and to maintain reasonable
headroom for contingencies and manages inflation and interest rate risk.
The principal financial risks faced by the Group relate to liquidity,
interest rate and credit counterparty risk.
These risks and treasury operations are managed by the Group Chief
Financial Officer in accordance with policies established by the Board.
Major transactions are individually approved by the Board. Treasury
activities are reported to the Board and are subject to review by internal
audit.
Financial instruments are used to raise finance, manage risk, optimise
the use of surplus funds and manage overall interest rate performance.
The Group does not engage in speculative activity.
i) Liquidity risk
The Group actively maintains a mixture of long-term and short-term
committed facilities which are designed to ensure the Group has
sufficient available funds for operations and planned expansions
equivalent to at least one year’s forecast requirements at all times.
Details of undrawn committed facilities and short-term facilities are
provided in note 28.
Refinancing risk is managed under a Group policy that requires that no
more than 20% of Group net borrowings should mature in any financial
year.
The Group and water business have entered into covenants with
lenders. While terms vary, these typically provide for limits on gearing
(primarily based on the water business’s regulatory capital value and
unregulated EBITDA) and interest cover. Existing covenants are not
impacted by subsequent changes to accounting standards.
Pennon Group plc | Annual Report and Accounts 2023 181
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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3. Financial risk management continued
(a) Financial risk factors continued
Contractual undiscounted cash flows, including interest payments, at the balance sheet date were:
Due within
1 year
£m
Due between
1 and 2 years
£m
Due between
2 and 5 years
£m
Due over
5 years
£m
Total
£m
Group
31 March 2023
Non-derivative financial liabilities
Borrowings excluding lease liabilities 92.7 64.4 364.3 1,544.7 2,066.1
Interest payments on borrowings 86.7 83.0 208.3 768.7 1,146.7
Lease liabilities including interest 70.9 88.5 282.1 1,243.7 1,685.2
Trade and other payables 174.0 174.0
Derivative contracts
Derivative contracts – net payments/(receipts) (0.8) (4.6) (0.6) 0.3 (5.7)
31 March 2022
Non-derivative financial liabilities
Borrowings excluding lease liabilities 70.0 101.4 221.0 1,596.9 1,989.3
Interest payments on borrowings 56.8 57.1 89.4 492.4 695.7
Lease liabilities including interest 189.4 46.4 227.7 1,157.7 1,621.2
Trade and other payables 134.4 134.4
Derivative contracts
Derivative contracts – net payments/(receipts) (3.6) (6.5) (7.9) (2.2) (20.2)
Company
31 March 2023
Non-derivative financial liabilities
Borrowings (including intercompany borrowings) 279.1 8.8 146.9 434.8
Interest payments on borrowings 9.6 9.3 6.7 6.0 31.6
Trade and other payables 3.6 3.6
31 March 2022
Non-derivative financial liabilities
Borrowings (including intercompany borrowings) 312.8 75.1 79.4 467.3
Interest payments on borrowings 6.5 6.6 13.8 2.5 29.4
Trade and other payables 5.7 5.7
ii) Market risk
The treasury policy states at least 60% of the Group’s debt should be fixed, this is managed through fixed rate debt and the use of derivatives to
ensure these levels are met. Of the Group’s net borrowings a proportion is RPI index-linked. The interest rate for index-linked debt is based mainly
upon an RPI measure; due to current Ofwat methodology the Group has considered other index linked indices which are also used in determining the
amount of revenue from customers of South West Water. The Group uses a combination of fixed rate, index-linked borrowings and fixed rate interest
swaps as cash flow hedges of future variable interest payments to achieve this policy. The notional principal amounts of the interest rate swaps are
used to determine settlement under those swaps and are not therefore an exposure for the Group. These instruments are analysed in note 23.
The Group has no significant interest-bearing assets upon which the net return fluctuates from market risk. Deposit interest receivable is expected
to fluctuate in line with interest payable on floating rate borrowings. Consequently, the Group’s income and cash generated from operations (note 37)
are independent of changes in market interest rates.
For 2023 if interest rates on variable net borrowings had been on average 1% higher/lower with all other variables held constant, post-tax profit for the
year and equity would have increased/decreased by £6.4 million (2022 post tax profit for the year and equity would have increased/decreased by £4.3
million), for the equity sensitivity fair value, with derivative impacts excluded. This provides an indication of the changes which could be expected and
can be multiplied to support sensitivity analysis, the expected volatility is within the range of 0%-2%.
For 2023 if the indices on index-linked borrowings had been on average 1% higher/lower with all other variables held constant, post-tax profit for the
year and equity would have decreased/increased by £3.8 million (2022 post tax profit for the year and equity would have increased/decreased by £6.5
million). This provides an indication of the changes which could be expected and can be multiplied to support sensitivity analysis, the expected
volatility is within the range of 3%-7%.
Foreign currency risk occurs at transactional and translation level from borrowings and transactions in foreign currencies. These risks are managed
through forward contracts, which provide certainty over foreign currency risk.
iii) Credit risk
Credit counterparty risk arises from cash and cash deposits, derivative financial instruments and exposure to customers, including outstanding
receivables. Further information on the credit risk relating to trade and other receivables is given in note 22.
Counterparty risk arises from the investment of surplus funds and from the use of derivative financial instruments. The Board has agreed a policy for
managing such risk which is controlled through credit limits, counterparty approvals, and rigorous monitoring procedures.
The Group has no other significant concentration of credit risk. The Group’s surplus funds are managed by the Group’s treasury function and are
usually placed in short-term fixed interest deposits or the overnight money markets. Deposit counterparties must meet Board approved minimum
criteria based on their short-term credit ratings and therefore be of good credit quality.
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3. Financial risk management continued
(a) Financial risk factors continued
iv) Inflation risk
Market inflation has caused inflationary pressures across the Group, the Group has index linked facilities which are predominantly Retail Price Index
(RPI) linked.
Inflation risk arises if the indexes increase meaning the Group will either be paying or accreting the inflation, this could put pressure on the gearing or
interest cover ratios.
Inflation risk is mitigated through the index linked nature of our revenues and RCV calculations.
(b) Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for
shareholders and benefits for other stakeholders and to maintain an optimal capital structure to minimise the cost of capital.
The Group’s policy is to have a minimum of 12 months pre-funding of projected capital expenditure. At 31 March 2023 the Group had cash and
facilities, including restricted funds, of £420 million (2022 £816 million), meeting this objective.
In order to maintain or adjust the capital structure, the Group seeks to maintain a balance of returns to shareholders through dividends and an
appropriate capital structure of debt and equity for each business segment and the Group.
The Group monitors capital on the basis of the gearing ratio. This ratio is calculated as net borrowings divided by total capital. Net borrowings are
analysed in note 38 and calculated as total borrowings less cash and cash deposits. Total capital is calculated as total shareholders’ equity plus net
borrowings. The Group currently manages a net borrowings position of £2,965.4 million (2022 £2,682.9 million).
The gearing ratios at the balance sheet date were:
2023
£m
2022
£m
Net borrowings (note 38) 2,965.4 2,682.9
Total equity 1,125.2 1,276.6
Total capital 4,090.6 3,959.5
Gearing ratio 72.6% 67.8%
The water segment is also monitored on the basis of the ratio of its net borrowings to regulatory capital value. Ofwat’s notional gearing target for the
K7 (2020-25) regulatory period is set at 60%.
South West Water*
2023
£m
2022
£m
Shadow Regulatory Capital Value 4,715.9 4,236.0
Net borrowings 2,865.3 2,639.1
Net borrowings/Regulatory Capital Value 60.8% 62.3%
*Net borrowing reflects South West Water Limited’s group of companies, with 2022 reanalysed to exclude the impact of intra-group loans, to provide
comparative performance.
The Group has entered into covenants with lenders and, while terms vary, these typically provide for limits on gearing and interest cover. The Group
has been in compliance with its covenants during the year.
(c) Determination of fair values
The Group uses the following hierarchy for determining the fair value of financial instruments by valuation technique:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices) (level 2)
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
The Group’s financial instruments are valued principally using level 2 measures as analysed in note 23.
The fair value of financial instruments not traded in an active market (for example over-the-counter derivatives) is determined by using valuation
techniques. A variety of methods and assumptions are used based on market conditions existing at each balance sheet date. Quoted market prices
or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to
determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated
future cash flows.
The carrying values, less expected credit losses, of trade receivables and payables are assumed to approximate to their fair values.
Pennon Group plc | Annual Report and Accounts 2023 183
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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4. Critical accounting judgements and estimates
The Group’s principal accounting policies are set out in note 2.
Management is required to exercise significant judgement and make use
of estimates and assumptions in the application of these policies.
Estimates are based on factors including historical experience and
expectations of future events that management believe to be
reasonable. However, given the judgemental nature of such estimates,
actual results could be different from the assumptions used.
Estimates
Provision for doubtful debts
The Group has a material level of exposure to collection of trade
receivables. Provisions in respect of these balances are calculated with
reference to historical credit loss experience, adjusted for forward-
looking factors which by their nature are subject to uncertainty. Analysis
of actual recovery compared with provisioning levels have not, to date,
resulted in material variances.
Under its regular review procedures at the balance sheet date, the
Group applies a simplified approach in calculating ECLs for trade
receivables and contract assets. Therefore, the Group does not track
changes in credit risk but instead recognises a loss allowance based on
lifetime ECLs at each reporting date. Each subsidiary has established a
provision matrix that is informed by its historical credit loss experience,
adjusted for forward-looking factors specific to the receivables and the
economic environment. The Group's policy is to write-off trade
receivables where the expectation of recovery is considered highly
unlikely.
The actual level of debt collected may differ from the estimated levels
of recovery. As at 31 March 2023 the Group’s current trade receivables
were £280.3 million (2022 £296.2 million), against which £106.5 million
(2022 £100.4 million) had been provided for ECLs (note 22). Whilst the
provisions are considered to be appropriate, changes in estimation basis
or in economic conditions could lead to a change in the level of
provisions recorded and consequently the charge or credit to the
Income Statement.
Retirement benefit obligations
The Group operates defined benefit pension schemes for which
actuarial valuations are carried out as determined by the trustees at
intervals of not more than three years. The most recent triennial
valuation of the main scheme was as at 31 March 2022, the outcome of
which is summarised in note 30.
The pension cost and liabilities under IAS 19 are assessed in accordance
with Directors’ best estimates using the advice of an independent
qualified actuary and assumptions in the latest actuarial valuation. The
assumptions are based on member data supplied to the actuary and
market observations for interest rates and inflation, supplemented by
discussions between the actuary and management. The mortality
assumption uses a scheme-specific calculation based on CMI 2019
actuarial tables with an allowance for future longevity improvement. The
principal assumptions used to measure schemes’ liabilities, sensitivities
to changes in those assumptions and future funding obligations are set
out in note 30.
Judgements
Non-underlying items
In establishing which items are disclosed separately as non-underlying,
to enable a full understanding of the Group’s financial performance,
the Directors exercise their judgement in assessing the size, nature
or incidence of specific items. See note 6 for further details.
Goodwill allocation
Goodwill arising on the acquisition of Bristol Water is allocated to the
group of cash-generating units that are expected to benefit from the
synergies of the combination, the ‘Water CGU’. The Water CGU
comprises the regions of South West Water, Bournemouth Water and
Bristol Water. The Water CGU operates under one management
structure with functional integration across the operating segment
generating the synergies of the combination. The recoverable amount is
the higher of fair value, less costs to sell, and value-in-use. Value-in-use
represents the present value of projected future cash flows expected to
be derived from a CGU, discounted using a pre-tax discount rate which
reflects an assessment of the market cost of capital of the CGU.
Impairments are charged to the income statement in the year in which
they arise.
Other estimates
Management assessed and resolved that the level of estimation for
revenue recognition of accrued revenue relating to water and
wastewater should not be considered critical as the estimates are largely
calculated on a systematic basis and have not, to date, resulted in a
material adjustment within the following 12-month period. However,
management consider the total level of estimation of accrued revenue
relating to water and wastewater to be material and highlight this as a
material other estimate.
The acquisition of Bristol Water in June 2021 has been accounted for
using the acquisition method under IFRS 3. The identifiable assets,
liabilities and contingent liabilities are recognised at their fair value at
date of acquisition. The fair value of the net assets identified were
determined with assistance from independent experts using professional
valuation techniques appropriate to the individual category of asset or
liability. Calculating the fair values of net assets, notably the fair values of
property, plant and equipment given the nature of the infrastructure
assets acquired, involves estimation and consequently the fair value
exercise is recorded as an other accounting estimate. The depreciation
charge is sensitive to the value of property, plant and equipment, a
higher or lower fair value calculation would lead to a change in the
depreciation charge in the period following acquisition. The operations
of Bristol Water are now part of South West Water with all activities
operating in the same industry, therefore identical or similar transactions
within South West Water do not require new significant judgements or
estimates to be made by the Group. In early June 2022 the final review
of tax balances was completed, with the identification of capital assets
non-qualifying for tax purposes, this has led to an increase in the
deferred tax liability with an offsetting increase in the total value of
goodwill recognised on acquisition of £5.5 million (see note 43),
consequently the balance sheet has been restated retroactively to the
acquisition date.
The property, plant and equipment of the Group relates primarily to
infrastructure assets (being water mains and sewers, impounding and
pumped raw water storage reservoirs, dams, pipelines and sea outfalls)
as well as other assets which include fixed plant and operational
properties. The useful economic lives of these types of asset vary from
10 to 200 years. Asset lives are reviewed annually and amended where
changes are made to assumptions relating to the expected life of the
asset from judgement around usage and performance experience,
technological advancement and other relevant factors. Overall
assessments on the impact of climate change on long life assets have
been completed and will be continuously updated for the latest available
information. The most recent assessment of the impact on climate
change, which includes the potential to mitigate adverse impacts, has
not identified any specific impact on the useful economic lives of long
life assets. Environmental factors and climate change form part of the
planning process for new capital expenditure. The depreciation charge is
sensitive to amendments of the useful economic lives of these assets, a
significant change in the estimated life of these assets could have a
material impact on depreciation, this is therefore noted as a material
other estimate.
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5. Segmental information
Operating segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision-Maker (CODM), which has
been identified as the Pennon Group plc Board. The earnings measures below are used by the Board in making decisions.
The Group is organised into two operating segments. The water segment comprises the regulated water and wastewater services undertaken by
South West Water. The non-household retail business reflects the services provided by Pennon Water Services.
Segment assets include goodwill and other intangible assets, property, plant and equipment, inventories, trade and other receivables and cash and
cash deposits. Segment liabilities comprise operating liabilities and borrowings and exclude taxation. The other segment liabilities include the
Company’s financing arrangements and Group taxation liabilities. Capital expenditure comprises additions to property, plant and equipment.
2023
£m
2022
£m
Revenue
Water 701.3 687.8
Non-household retail 218.0 195.3
Other 8.6 8.5
Less intra-segment trading
1
(102.9) (99.3)
Total underlying revenue 825.0 792.3
Water non-underlying revenue (note 6) (27.8)
797.2 792.3
Operating profit/(loss) before depreciation, amortisation and non-underlying items (Underlying EBITDA)
Water 308.4 385.0
Non-household retail 4.3 3.4
Other (4.9) (4.5)
307.8 383.9
Operating profit/(loss) before non-underlying items
Water 159.4 244.0
Non-household retail 3.6 2.6
Other (9.9) (9.4)
153.1 237.2
Profit/(loss) before tax and non-underlying items
Water 14.1 146.0
Non-household retail 1.8 1.0
Other 0.9 (3.5)
16.8 143.5
(Loss)/profit before tax
Water (29.6) 144.0
Non-household retail 1.8 1.0
Other 19.3 (17.3)
(8.5) 127.7
1. Intra-segment transactions between and to different segments are under normal market-based commercial terms and conditions. Intra-segment revenue of the other segment is at
cost.
Water
£m
Non-
household
retail
£m
Other
£m
Eliminations
£m
Group
£m
Balance sheet
31 March 2023
Assets (excluding carrying value in associated companies) 4,925.3 59.3 594.6 (403.3) 5,175.9
Carrying value in associated companies 9.6 9.6
Total assets 4,925.3 59.3 604.2 (403.3) 5,185.5
Liabilities (3,925.2) (55.4) (483.0) 403.3 (4,060.3)
Net assets 1,000.1 3.9 121.2 1,125.2
31 March 2022
Assets (excluding carrying value in associated companies) 4,872.8 57.1 776.3 (384.1) 5,322.1
Carrying value in associated companies 9.6 9.6
Total assets 4,882.4 57.1 776.3 (384.1) 5,331.7
Liabilities (3,810.4) (54.8) (576.0) 384.1 (4,057.1)
Net assets 1,072.0 2.3 200.3 1,274.6
Pennon Group plc | Annual Report and Accounts 2023 185
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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5. Segmental information continue d
Segment liabilities of the water segment comprise of operating liabilities and borrowings. The other segment includes Company only assets and
liabilities as well as Group taxation liabilities and should be considered in conjunction with the eliminations column.
Notes
Water
£m
Non-household
retail
£m
Other and
eliminations
£m
Group
£m
Other information
31 March 2023
Intangible asset additions 16 4.5 0.1 4.6
Amortisation of other intangible assets 7 3.4 0.2 3.6
Capital expenditure (Property, plant and equipment) 17 353.6 0.1 353.7
Depreciation 7 145.6 0.5 5.0 151.1
Finance income 8 6.2 0.1 21.3 27.6
Finance costs 8 151.5 1.9 (7.6) 145.8
31 March 2022
Intangible asset additions 16 3.4 0.2 3.6
Amortisation of other intangible assets 7 3.2 0.2 3.4
Capital expenditure (Property, plant and equipment) 17 237.3 237.3
Depreciation 7 137.8 0.7 4.8 143.3
Finance income 8 3.9 (1.3) 2.6
Finance costs 8 101.8 1.6 (7.1) 96.3
Finance income and costs above reflect the segment in which the amounts arise and exclude intercompany transactions.
All revenue is generated in the United Kingdom. The grouping of revenue streams by how they are affected by economic factors, as required by IFRS
15, is as follows:
Year ended 31 March 2023
Water
£m
Non-household
retail
£m
Other
£m
Total
£m
Segment revenue – underlying 701.3 218.0 8.6 927.9
Segment revenue – non-underlying (note 6) (27.8) (27.8)
Inter-segment revenue (94.7) (8.2) (102.9)
Revenue from external customers 578.8 218.0 0.4 797.2
Significant service lines
Water 578.8 578.8
Non-household retail 218.0 218.0
Other 0.4 0.4
578.8 218.0 0.4 797.2
Year ended 31 March 2022
Water
£m
Non-household
retail
£m
Other
£m
Total
£m
Segment revenue – underlying 687.8 195.3 8.5 891.6
Inter-segment revenue (90.9) (0.2) (8.2) (99.3)
Revenue from external customers 596.9 195.1 0.3 792.3
Significant service lines
Water 596.9 596.9
Non-household retail 195.1 195.1
Other 0.3 0.3
596.9 195.1 0.3 792.3
The Group’s country of domicile is the United Kingdom and this is the country in which it generates the majority of its revenue. The Group’s non-
current assets are all located in the United Kingdom.
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6. Non-underlying items
Non-underlying items are those that in the Directors’ view should be separately disclosed by virtue of their size, nature or incidence to enable a full
understanding of the Group’s financial performance in the year and business trends over time. The presentation of results is consistent with internal
performance monitoring.
Revenue
Notes
2023
£m
2022
£m
WaterShare+
1
(20.2)
Drought incentive
2
(7.6)
Operating costs
Drought costs
2
(9.4)
WaterShare+
1
(2.2)
Integration and CMA merger review costs
3
(4.3) (6.9)
Bristol Water acquisition costs
3
(8.9)
Earnings before interest, tax, depreciation and amortisation (43.7) (15.8)
Bond redemption
4
18.4
Net tax credit arising on non-underlying items above
5
9 4.7 1.3
Deferred tax change in rate
6
9 0.6 (99.5)
Net non-underlying charge (20.0) (114.0)
1. In September 2020, the Group offered its WaterShare+ scheme to its customers whereby customers could choose to accept a credit on their bill or take shares in Pennon Group
plc. The scheme has operated again in the year ended 31 March 2023. The value of the rebate equated to £13 per customer and the total value of £20.2 million was recognised in
full as a non-underlying reduction to revenue in the year ended 31 March 2023. £19.9 million of the WaterShare+ credits were taken as credits on customers’ bills, with the balance
of £0.3 million being taken as shares in Pennon Group Plc. This item was non-underlying in nature given its individual size and its non-recurring nature. Additional costs of £2.2
million were incurred in relation to the offering.
2. 2022 was one of the driest and hottest years on record. Elevated demand on the South West Water region from increased tourism and the hot, dry weather led to an approximate
15% increase in distribution input in the year against the expected level from 2017 included in the drought plan. The combination of these individually extreme factors led to
extremely low water storage levels in the Colliford Water Resource Zone, with the main supply of Colliford reservoir falling to around 14% capacity in October. A drought was
declared by the Environment Agency in Devon and Cornwall in August 2022. In order to react to the drought and water shortage, South West Water invoked a series of emergency
measures and one-off expenditure to ensure the region could be supplied with water over the summer and continuing into 2023. Due to the exceptional combination of these
events and the significance of the emergency actions, certain costs have been classified as non-underlying given their size, nature and non-recurring incidence. The costs directly
addressing these exceptional circumstances include charges for drought permits, water tankering and other water saving measures. In November 2022, South West Water asked
households in Cornwall to reduce water usage as part of the ‘Stop The Drop’ campaign to increase reservoir levels. Household customers were offered a £30 bill credit if Colliford
reservoir reached 30% storage capacity by 31 December 2022 from a low of around 14%. In December 2022 the company announced the water level in Colliford reservoir reached
30% and as a result all household customers in Cornwall received a £30 credit on their bill. This one-off incentive was provided as part of the response to the drought conditions in
the Cornwall area in order to further prompt customers to reduce water usage. The total value of the bill credits amounted to £7.6 million.
3. The Group incurred expenses of £4.3 million in the year ended 31 March 2023. These related to the integration and statutory transfer of Bristol Water into South West Water. These
costs are classified as non-underlying due to their non-recurring nature. In the year ended 31 March 2022, the Group incurred expenses of £8.9 million in relation to the acquisition
of Bristol Water and £6.9 million on the resulting merger review by the Competition and Markets Authority and other integration costs.
4. On 17 October 2022 Bristol Water plc gave notice of redemption of the £40 million bonds due to be repaid in March 2041. The bonds were redeemed as part of the statutory
transfer of the business of Bristol Water to South West Water. The Group carrying value of the bonds at redemption was £91.3 million. The bonds were redeemed on 17 November
2022 for £72.3 million, and the difference arising on early settlement was credited to finance costs in the year. Associated legal costs of c.£1 million have been incurred in relation to
the bond redemption. The redemption of the bonds is non-recurring and of a material value, hence the credit has been treated as non-underlying.
5. The tax credit arising on non-underlying items reflects a £2.8 million current tax credit in respect of losses which will be carried back against prior year taxable profits. A deferred
tax credit of £1.9 million relates to tax losses carried forwards and the deferred tax unwind of the fair value adjustment in relation to the Bristol Water bond terminated in the year.
The prior year credit of £1.3 million related to a current tax credit on Group strategic review costs.
6. Following the Chancellor's Budget on 4 March 2021 and subsequent substantial enactment of the Finance Act on 24 May 2021, the UK's main rate of corporation tax increased to
25% from 1 April 2023. All deferred tax assets and liabilities were therefore reviewed and where they will crystallise after 1 April 2023 recalculated to crystallise at 25%, hence giving a
non-underlying deferred tax charge in the year ended 31 March 2022 of £99.5 million. This charge is considered non-underlying due to it arising from a material legislative change
and its treatment is consistent with that applied in relation to previous changes in corporation tax rates. A £0.6 million deferred tax credit in respect of rate change arises on losses
carried forwards which will be relieved at 25%.
Pennon Group plc | Annual Report and Accounts 2023 187
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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7. Operating costs
Notes
2023
£m
2022
£m
Employment costs before non-underlying items 13 102.2 90.4
Raw materials and consumables 33.6 22.9
Other operating expenses before non-underlying items include:
Profit on disposal of property, plant and equipment (0.4) (1.0)
Short-term/low value asset lease expense 5.3 1.7
Government grant receivable (18.6)
Trade receivables impairment 22 7.8 5.6
Depreciation of property, plant and equipment:
Owned assets 17 118.3 105.5
Under leases 17 32.8 37.8
Amortisation of other intangible assets 16 3.6 3.4
During the year the group received financial support from the UK Government’s Energy Relief Bill Scheme totalling £18.6 million (2022 nil). Operating
costs include a charge of £15.9 million (2022 £15.8 million) relating to non-underlying items, as detailed in note 6.
Fees payable to the Company’s auditor in the year were:
2023
£000
2022
£000
Fees payable to the Company’s auditor and its associates for the audit of parent company and consolidated financial statements 384 360
Fees payable to the Company’s auditor and its associates for other services:
The audit of Company’s subsidiaries 932 474
Audit-related assurance services 120 108
Other non-audit services 43 28
Total fees 1,479 970
Fees payable to the Company’s auditor in respect of Pennon Group pension schemes:
Audit 55 55
Expenses reimbursed to the auditor in relation to the audit of the Group were £79,000 (2022 £50,000).
A description of the work of the Audit Committee is set out in its report on pages 120 to 125 which includes an explanation of how the auditor’s
objectivity and independence are safeguarded when non-audit services are provided by the auditor’s firm.
8. Net finance costs
2023 2022
Notes
Finance
cost
£m
Finance
income
£m
Total
£m
Finance
cost
£m
Finance
income
£m
Total
£m
Cost of servicing debt
Bank borrowings and overdrafts (111.3) (111.3) (73.9) (73.9)
Interest element of lease payments (30.8) (30.8) (20.3) (20.3)
Other finance costs (3.7) (3.7) (2.1) (2.1)
Interest received 4.9 4.9 2.0 2.0
Net gains on derivative financial instruments 2.3 2.3
(145.8) 7.2 (138.6) (96.3) 2.0 (94.3)
Notional interest
Retirement benefit obligations 30 2.0 2.0 0.6 0.6
Net finance costs (underlying) (145.8) 9.2 (136.6) (96.3) 2.6 (93.7)
Finance income (non-underlying) 6 18.4 18.4
Net finance costs (including non-underlying) (145.8) 27.6 (118.2) (96.3) 2.6 (93.7)
In addition to the above, finance costs of £5.0 million (2022 £1.3 million) have been capitalised on qualifying assets included in property, plant and
equipment, at an average borrowing rate of 5.7% (2022 4.1%).
Other finance costs include £1.1 million (2022 £0.9 million) of dividends payable on listed preference shares issued by Bristol Water, which are classified
as debt (see note 28).
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9. Taxation
Before non-
underlying items
2023
£m
Non-
underlying
items
(note 6)
2023
£m
Total
2023
£m
Before non-
underlying items
2022
£m
Non-
underlying
items
(note 6)
2022
£m
Total
2022
£m
Analysis of charge in year
Current tax (credit)/charge (2.7) (2.8) (5.5) 5.0 (1.3) 3.7
Deferred tax – other (0.6) (1.9) (2.5) 8.9 8.9
Deferred tax arising on change of rate of corporation tax (0.3) (0.6) (0.9) 99.5 99.5
Total deferred tax charge/(credit) (0.9) (2.5) (3.4) 8.9 99.5 108.4
Tax (credit)/charge for year (3.6) (5.3) (8.9) 13.9 98.2 112.1
UK corporation tax is calculated at 19% (2022 19%) of the estimated assessable profit for the year.
UK corporation tax for the Group is stated after a credit relating to prior year current tax of £2.7 million (2022 £1.7 million credit) and a prior year
deferred tax charge of £1.0 million (2022 £10.2 million credit). These items arise following the recording of the routine return to provision adjustments
following the submission of the tax computations for the year ended 31 March 2022 to HMRC ahead of the 31 March 2023 filing deadline.
The tax for the year differs from the theoretical amount which would arise using the standard rate of corporation tax in the UK of 19% (2022 19%) as
follows:
2023
£m
2022
£m
Reconciliation of total tax charge
(Loss)/profit before tax (8.5) 127.7
(Loss)/profit multiplied by the standard rate of UK corporation tax of 19% (2022 19%) (1.6) 24.3
Effects of:
(Income)/expenses not deductible for tax purposes (0.4) 1.8
Joint venture profits not taxable (0.1)
Adjustments to tax charge in respect of prior years (1.7) (11.9)
Change in UK tax rates (1.0) 99.5
Depreciation charged on non-qualifying assets 0.7 0.7
Other (4.8) (2.3)
Tax (credit)/charge for year (8.9) 112.1
2023
£m
2022
£m
Reconciliation of current tax charge
(Loss)/profit before tax (8.5) 127.7
(Loss)/profit multiplied by the standard rate of UK corporation tax of 19% (2021 19%) (1.6) 24.3
Effects of:
Relief for capital allowances in place of depreciation (37.6) (36.3)
Disallowance of depreciation charged in the accounts 24.4 22.4
Other timing differences (11.1) (7.2)
(Income)/expenses not deductible for tax purposes (0.4) 1.8
Joint venture profits not taxable (0.1)
Accounting policy alignment adjustment on acquisition of Bristol Water 5.0
Adjustments to tax charge in respect of prior years (2.7) (1.7)
Depreciation charged on non-qualifying assets 0.7 0.6
Tax losses carried forward 18.6
Relief for capitalised interest and foreign exchange gains/losses (0.7) (0.2)
Current tax (credit)/charge for year (5.5) 3.7
The Group's current tax credit is higher than the UK headline rate of 19%, primarily due to capital allowances. Capital allowances provide tax relief when
a business incurs expenditure on qualifying capital items such as plant and machinery used by the business. As an infrastructure business, these
allowances help the Group to plan major investment and consequentially to maintain lower customer bills, as corporation tax relief is given against the
investments made.
The Group benefits from the 130% super-deductions and 50% enhanced allowances in respect of qualifying spend relating to contracts entered into
after 3 March 2021.The Group incurs significant capital expenditure each year as it maintains and enhances it assets for the benefit of its customers,
communities and the environment. These enhanced allowances have increased capital allowance claims for the year and contributed significantly to
the current tax credit for the year. There is also a consequently higher deferred tax liability and charge due to the additional capital allowance
deductions together with the increase in the rate of corporation tax to 25% from April 2023.
Pennon Group plc | Annual Report and Accounts 2023 189
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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9. Taxation continued
Other differences relate to the timing of relief for items including pensions, fair value items and financial derivatives. The increase in the year relates
mainly to the unwind of the fair value adjustment on the Bristol Water bond which was terminated in the year and additional pension contributions
relief as a result of spreading in accordance with tax legislation.
Profits from joint ventures are included in the consolidated accounts on an after tax basis, as such these profits are not taxable in the Group accounts.
The accounting policy alignment relates to Bristol Water plc aligning their accounting policy in relation to deferred income to that of South West Water
on acquisition. Despite the accounting adjustments reflecting the restated 2022 figures, for tax purposes the adjustment will be subject to corporation
tax during the year ended 31 March 2023, hence the adjustment in the year.
Adjustments to the tax charge in respect of prior year arise from the return to provision adjustments booked having completed and submitted the
corporation tax returns for the year ended 31 March 2022 in March 2023. This is a routine item with any adjustments reflected in the following years
tax charge.
Depreciation charge on non-qualifying assets generates a permanent adjustment which increases the tax charge. Non-qualifying assets are those
which do not qualify for writing down tax allowances, including certain fixed assets typically in relation to older buildings and premises where tax relief
is not available.
Tax losses generated in the year and carried forward generate a deferred tax rather than current tax credit, hence the adjustment to current tax. When
utilised, the adjustment will be reflected through a movement from deferred to current tax.
Immediate tax relief is available in respect of capitalised interest and foreign exchange gains/losses.
In addition to the amounts recognised in the income statement, the following tax charges / (credits) (which include the effect of the change in tax
rate) were recognised:
2023
£m
2022
£m
Amounts recognised directly in other comprehensive income
Deferred tax credit on defined benefit pension schemes (9.8) (2.4)
Deferred tax charge on cash flow hedges 7.3 6.5
Amounts recognised directly in equity
Deferred tax charge on share-based payments 0.5
Factors affecting future tax charges
The UK main rate of corporation tax will increase to 25% from 1 April 2023. This change was substantively enacted on 24 May 2021, as such deferred
tax liabilities and assets were recalculated and recorded at the rate they are expected to unwind. This increased the tax charge in the income
statement during the year ended 31 March 2022 by £99.5m, with a credit of £8.7m taken through the SOCI/Equity in respect of retirement obligations,
derivatives and share based payments.
The Chancellor announced in the March 2023 Budget that super deductions will be replaced by full expensing for the next three years in respect of
plant and machinery assets. The 50% first year allowance in relation to special rate assets will also continue until 31 March 2026. The Group therefore
anticipates generating current tax losses for the next few years.
10. Profit of the parent company
2023
£m
2022
£m
Profit attributable to ordinary shareholders’ equity dealt within the accounts of the parent company 8.4 74.5
As permitted by Section 408 of the Companies Act 2006, no income statement or statement of comprehensive income is presented for the Company.
11. Earnings per share
Basic earnings per share are calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the year, excluding those held in the employee share trust (note 36), which are treated as cancelled.
For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to include all dilutive potential ordinary shares. The
Group has two types of dilutive potential ordinary shares – those share options granted to employees where the exercise price is less than the average
market price of the Company’s ordinary shares during the year; and the contingently issuable shares under the Group’s Performance and Co-investment
Plan, the long-term incentive plan and the deferred shares element of the Annual Incentive Bonus Plan, based on performance criteria for the vesting of
the awards.
The weighted average number of shares and earnings used in the calculations were:
2023 2022
Number of shares (millions)
For basic earnings per share 261.9 312.1
Effect of dilutive potential ordinary shares from share options 0.9 1.7
For diluted earnings per share 262.8 313.8
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11. Earnings per share continued
Basic and diluted earnings per ordinary share
Earnings per ordinary share before non-underlying items and deferred tax are presented as the Directors believe that this measure provides a more
useful year on year comparison of business trends and performance. Deferred tax is excluded as the Directors believe it reflects a distortive effect of
changes in corporation tax rates and the level of long-term capital investment. Earnings per share have been calculated as follows:
2023 2022
(Loss)/profit
after tax
£m
Earnings per share Profit
after tax
£m
Earnings per share
Basic p Diluted p Basic p Diluted p
Statutory earnings attributable to ordinary shareholders of the
parent 0.1 15.4 4.9 4.9
Deferred tax (credit)/charge before non-underlying items (0.9) (0.3) (0.3) 8.9 2.9 2.8
Non-underlying items (net of tax) 20.0 7.6 7.6 114.0 36.5 36.4
Adjusted earnings 19.2 7.3 7.3 138.3 44.3 44.1
12. Dividends
2023
£m
2022
£m
Amounts recognised as distributions to ordinary equity holders in the year
Interim dividend paid for the year ended 31 March 2022 11.70p (2021 6.77p) per share 31.6 28.6
Final dividend paid for the year ended 31 March 2022 26.83p (2021 14.97p) per share 70.0 63.2
Special dividend paid for the year ended 31 March 2022 nil (2021 355.0p) per share 1,498.5
101.6 1,590.3
Proposed dividends
Proposed interim dividend for the year ended 31 March 2023: 12.96p (2022 11.70p) per share 33.9 32.4
Proposed final dividend for the year ended 31 March 2023: 29.77p (2022 26.83p) per share 77.8 69.6
111.7 102.0
The proposed interim and final dividends have not been included as liabilities in these financial statements.
The proposed interim dividend for 2023 was paid on 5 April 2023 and the proposed final dividend is subject to approval by shareholders at the AGM.
13. Employment costs
Notes
2023
£m
2022
£m
Wages and salaries 110.0 96.3
Social security costs 12.1 9.7
Pension costs 30 11.0 11.1
Share-based payments 33 2.4 2.2
Total employment costs 135.5 119.3
Charged:
Employment costs (excluding non-underlying items) – consolidated income statement 102.2 90.4
Employment costs (non-underlying items) – consolidated income statement 1.7
Capital schemes – property, plant and equipment 32.7 27.2
Research and development 0.6
Total employment costs 135.5 119.3
Details of Directors’ emoluments are set out in note 14. There are no personnel, other than Directors, who as key management exercise authority and
responsibility for planning, directing and controlling the activities of the Group. Members of other executive committees assist the Directors in their
duties but do not hold authority to control the activities of the Group.
2023 2022
Employees (average full-time equivalent number)
The average monthly number of employees (including Executive Directors) was:
Water 2,639 2,394
Non-household retail 158 177
Other 67 65
Total 2,864 2,636
Pennon Group plc | Annual Report and Accounts 2023 191
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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14. Directors’ emoluments
2023
£000
2022
£000
Executive Directors:
Salary 784 775
Performance-related bonus paid or payable 51 149
Share-based payments 786 707
Other emoluments, including payments in lieu of pension provision 111 116
Non-Executive Directors 583 523
2,315 2,270
The cost of share-based payments represents the amount charged to the income statement, as described in note 33. The aggregate gains on vesting
of Directors’ share-based awards amounted to a total of £142,000 (2022 £180,000).
Total emoluments include nil (2022 nil) payable to Directors for services as directors of subsidiary undertakings.
At 31 March 2023 no Directors (2022 none) are accruing retirement benefits under defined benefit pension schemes in respect of which the Group
contributed. In the previous year ending 31 March 2022, the defined benefit pension scheme closed to future accrual, on 30 June 2021, and during the
prior period up to the date of closure to future accrual the company contributed £12,000 in respect of one Director.
At 31 March 2023 two Directors (2022 two) are members of the Group’s defined contribution pension scheme in respect of which the Group
contributed £4,000 (2022 £3,000).
At 31 March 2023 two Directors received payments in lieu of pension provision (2022 two).
More detailed information concerning Directors’ emoluments (including pensions and the highest paid Director) and share interests is shown in the
Directors’ remuneration report on pages 136 to 157.
15. Goodwill
£m
Cost:
At 1 April 2021 42.3
Acquisition of Bristol Water Group (note 43) 121.6
At 31 March 2022 163.9
At 31 March 2023 163.9
Carrying amount:
At 1 April 2021 42.3
At 31 March 2022 (restated) 163.9
At 31 March 2023 163.9
Goodwill acquired in a business combination is allocated at acquisition to the CGU expected to benefit from that business combination. During the
year ended 31 March 2022, the Group acquired the Bristol Water Group, adding £121.6 million to goodwill (see note 43).
All goodwill represents the water business, therefore this is the lowest level at which goodwill is monitored and tested.
An adjustment to the preliminary accounting for the Bristol Water acquisition has been made within the measurement period ending 2 June 2022, this
adjustment is presented retrospectively and the 31 March 2022 balance sheet figures have been adjusted accordingly (see note 4).
Impairment testing of goodwill
The Group tests goodwill for impairment annually, or more frequently if there are any indications that impairment may have arisen.
The recoverable amount of the water business segment is assessed using level 2 fair value hierarchy techniques, with reference to the market value of
the water business, using a market-based observable premium, based on historical water industry merger and acquisition activity, to regulated capital
value as defined by ofwat.
The results of tests performed during the year demonstrate significant headroom in the water CGU, and it is judged that no reasonable change in the
key assumptions would cause the carrying amount of the CGUs to exceed the recoverable amount.
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16. Other intangible assets
Patents
£m
Other
£m
Total
£m
Cost:
At 1 April 2021 0.2 4.0 4.2
Additions 3.6 3.6
Acquisition of Bristol Water Group 12.8 12.8
Disposals (0.2) (0.8) (1.0)
At 31 March 2022 19.6 19.6
Additions 4.6 4.6
Disposals (1.9) (1.9)
At 31 March 2023 22.3 22.3
Accumulated amortisation:
At 1 April 2021 0.2 2.8 3.0
Charge for year 3.4 3.4
Disposals (0.2) (0.5) (0.7)
At 31 March 2022 5.7 5.7
Charge for year 3.6 3.6
Disposals (1.9) (1.9)
At 31 March 2023 7.4 7.4
Carrying amount:
At 1 April 2021 1.2 1.2
At 31 March 2022 13.9 13.9
At 31 March 2023 14.9 14.9
Other, including computer software, is amortised over the useful life of the assets which at acquisition was ten years. The average remaining life is one
year (2022 two years).
The carrying values of other intangible assets are reviewed annually or when events or changes in circumstance indicate that the carrying amounts
may not be fully recoverable.
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Notes to the Financial Statements continued
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17. Property, plant and equipment
Land and
buildings
£m
Infrastructure
assets
£m
Operational
properties
£m
Fixed and mobile
plant, vehicles
and computers
£m
Construction
in progress
£m
Total
£m
Group
Cost:
At 31 March 2021 126.4 2,042.4 777.6 2,078.9 117.8 5,143.1
Additions 1.3 40.5 7.5 67.3 120.7 237.3
Acquisition of Bristol Water Group 56.4 644.0 161.3 60.2 22.9 944.8
Assets adopted at fair value 11.0 11.0
Grants and contributions (3.2) (3.2)
Disposals (0.2) (1.2) (1.3) (2.4) (5.1)
Transfers/reclassifications 2.8 17.7 7.2 46.3 (74.0)
At 31 March 2022 186.7 2,754.4 952.3 2,250.3 184.2 6,327.9
Additions 0.7 52.3 11.4 85.3 204.0 353.7
Assets adopted at fair value 14.3 14.3
Disposals (0.3) (1.5) (0.6) (2.4) (4.8)
Transfers/reclassifications 1.7 43.8 8.5 43.8 (97.8)
At 31 March 2023 188.8 2,863.3 971.6 2,377.0 290.4 6,691.1
Accumulated depreciation:
At 31 March 2021 18.9 335.6 294.0 1,273.6 1,922.1
Charge for year 4.2 33.7 19.2 89.5 146.6
Disposals (1.2) (1.3) (2.3) (4.8)
At 31 March 2022 23.1 368.1 311.9 1,360.8 2,063.9
Charge for year 4.5 36.3 20.6 93.4 154.8
Disposals (0.3) (1.5) (0.4) (2.3) (4.5)
At 31 March 2023 27.3 402.9 332.1 1,451.9 2,214.2
Net book value:
At 31 March 2021 107.5 1,706.8 483.6 805.3 117.8 3,221.0
At 31 March 2022 163.6 2,386.3 640.4 889.5 184.2 4,264.0
At 31 March 2023 161.5 2,460.4 639.5 925.1 290.4 4,476.9
Of the total depreciation charge of £154.8 million (2022 £146.6 million), £1.5 million (2022 £1.3 million) has been charged to capital projects, £2.2 million
(2022 £2.0 million) has been offset by deferred income and £151.1 million (2022 £143.3 million) has been charged against profits. Asset lives and
residual values are reviewed annually. During the year borrowing costs of £5.0 million (2022 £1.3 million) have been capitalised on qualifying assets, at
an average borrowing rate of 5.7% (2022 4.1%).
Groups of assets forming cash generating units are reviewed for indicators of impairment. No indicators of impairment were identified during the year.
Asset lives are reviewed annually. No significant changes were required in 2022/23.
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17. Property, plant and equipment continued
The Group leases many assets as a lessee, across several categories of asset. Right-of-use assets held under leases included in property, plant and
equipment above were:
Land and
buildings
£m
Infrastructure
assets
£m
Operational
properties
£m
Fixed and mobile
plant, vehicles
and computers
£m
Construction
in progress
£m
Total
£m
Group
Cost:
At 1 April 2021 35.3 413.7 482.2 524.7 1,455.9
Additions 7.7 7.9 15.6
Acquisition of Bristol Water Group 0.5 0.1 1.7 2.3
Disposals (14.1) (114.3) (152.6) (281.0)
At 31 March 2022 35.8 399.7 375.6 381.7 1,192.8
Additions 0.1 19.3 0.5 20.9 40.8
Disposals (0.5) (35.1) (41.0) (13.6) (90.2)
At 31 March 2023 35.4 383.9 335.1 389.0 1,143.4
Accumulated depreciation:
At 31 March 2021 2.8 78.0 142.8 304.3 527.9
Charge / (credit) for year 1.3 5.1 8.0 23.4 37.8
Disposals (3.5) (48.1) (143.2) (194.8)
At 31 March 2022 4.1 79.6 102.7 184.5 370.9
Charge for year 1.2 4.9 6.0 20.7 32.8
Disposals (0.2) (14.7) (18.1) (13.4) (46.4)
At 31 March 2023 5.1 69.8 90.6 191.8 357.3
Net book amount:
At 31 March 2021 32.5 335.7 339.4 220.4 928.0
At 31 March 2022 31.7 320.1 272.9 197.2 821.9
At 31 March 2023 30.3 314.1 244.5 197.2 786.1
When the group enters into sale and leaseback arrangements, the accounting for the arrangement depends on whether the transaction meets the
criteria within IFRS 15 for a sale to have occurred. If the sale criteria are met, the associated property, plant and equipment asset is derecognised, and a
right-of-use asset is recognised at the proportion of the carrying value relating to the right retained. If the criteria for a sale under IFRS 15 have not
been met the asset is not derecognised, but is reclassified to right-of-use assets (within property, plant and equipment). Right of use assets includes
assets held under sale and leaseback arrangements with a carrying value of £785.2 million (2022 £793.7 million).
Fixed and mobile plant,
vehicles and computers
£m
Company
Cost:
At 31 March 2021 0.3
At 31 March 2022 0.3
At 31 March 2023 0.3
Accumulated depreciation:
At 31 March 2021 0.2
At 31 March 2022 0.2
At 31 March 2023 0.2
Net book value:
At 31 March 2021 0.1
At 31 March 2022 0.1
At 31 March 2023 0.1
Asset lives and residual values are reviewed annually.
Pennon Group plc | Annual Report and Accounts 2023 195
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
119966 AAnnnnuuaall RReeppoorrtt aanndd AAccccoouunnttss 22002233 || PPeennnnoonn GGrroouupp ppllcc
18. Financial instruments by category
The accounting policies for financial instruments that have been applied to line items are:
Fair value Amortised cost
Notes
Derivatives used
for fair value
hedging
£m
Derivatives used
for cash flow
hedging
£m
Debt
instruments at
amortised cost
£m
Trade
receivables and
trade payables
£m
Total
£m
Group
31 March 2023
Financial assets
Amounts owed by joint ventures 19 9.3 9.3
Trade receivables 22 173.8 173.8
Derivative financial instruments 23 0.4 53.5 53.9
Cash and cash deposits 25 165.4 165.4
Total 0.4 53.5 174.7 173.8 402.4
F
F
i
i
n
n
a
a
n
n
c
c
i
i
a
a
l
l
l
l
i
i
a
a
b
b
i
i
l
l
i
i
t
t
i
i
e
e
s
s
Borrowings 28 (3,130.8) (3,130.8)
Derivative financial instruments 23 (4.8) (4.8)
Trade payables 26 (150.7) (150.7)
Total (4.8) (3,130.8) (150.7) (3,286.3)
31 March 2022
Financial assets
Amounts owed by joint ventures 19 9.6 9.6
Trade receivables 22 180.9 180.9
Derivative financial instruments 23 1.2 19.2 20.4
Cash and cash deposits 25 519.0 519.0
Total 1.2 19.2 528.6 180.9 729.9
Financial liabilities
Borrowings 28 (3,201.9) (3,201.9)
Amounts owed by joint ventures 26 (1.8) (1.8)
Trade payables 26 (107.5) (107.5)
Total (3,201.9) (109.3) (3,311.2)
Company
31 March 2023
F
F
i
i
n
n
a
a
n
n
c
c
i
i
a
a
l
l
a
a
s
s
s
s
e
e
t
t
s
s
Amounts owed by subsidiaries 19,22 101.8 101.8
Other receivables 22 3.4 3.4
Derivative financial instruments 23 0.4 0.7 1.1
Cash and cash deposits 25 104.1 104.1
Total 0.4 0.7 209.3 210.4
Financial liabilities
Borrowings 28 (434.8) (434.8)
Trade payables 26 (2.0) (2.0)
Total (434.8) (2.0) (436.8)
31 March 2022
Financial assets
Amounts owed by subsidiaries 19, 22 79.7 79.7
Other receivables 22 0.7 0.7
Derivative financial instruments 23 1.2 0.4 1.6
Cash and cash deposits 25 306.7 306.7
Total 1.2 0.4 387.1 388.7
Financial liabilities
Borrowings 28 (467.3) (467.3)
Trade payables 26 (0.7) (0.7)
Total (467.3) (0.7) (468.0)
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19. Other non-current assets
Non-current receivables
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Amounts owed by subsidiary undertakings 26.1 31.5
Amounts owed by related parties (note 42) 9.3 9.6
Interest receivable 13.9
23.2 9.6 26.1 31.5
Non-current receivables were due:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Between 1 and 2 years 13.9 9.6 5.2 5.2
Over 2 years and less than 5 years 9.3 15.7 15.6
Over 5 years 5.2 10.7
23.2 9.6 26.1 31.5
The fair values of non-current receivables were:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Amounts owed by subsidiary undertakings 26.1 31.5
Amounts owed by joint ventures 9.3 9.6
Interest receivable 13.0
22.3 9.6 26.1 31.5
20. Investments
Subsidiary undertakings
£m
Company
At 31 March 2021 846.4
Investment in subsidiary undertakings:
Bristol Water acquisition 419.6
South West Water share acquisition 45.0
Impairment of investment in subsidiary (0.2)
At 31 March 2022 1,310.8
Investment in subsidiary undertakings:
Bristol Water disposal (407.5)
South West Water share acquisition 413.3
At 31 March 2023 1,316.6
The recoverable amount of investments is determined based on value-in-use calculations, which are set out in note 15.
During the year, as part of the statutory licence transfer of Bristol Water to South West Water, the Company transferred its shareholding in Bristol
Water plc to South West Water Limited for £413 million. The consideration was satisfied through the Company subscribing for an additional £1 of share
capital of South West Water Limited at a premium of £413 million.
In the year ended 31 March 2022, the Company subscribed to 45 million £1 ordinary shares in South West Water Limited at a cost £45 million.
Investment in associates and joint ventures
Name of entity Principal activity
Place of
business/country of
incorporation
% of ownership Measurement method
Water 2 Business Limited (“W2B”) National retailer in the non-household market
and provides retail water services to non-
household customers
England 30% Equity
Bristol Wessex Billing Services Limited (“BWBSL”) Meter reading, billing, debt recovery and
customer contact management services
England 50% Equity
Searchlight Collection Limited Debt collection services England 50% Equity
The carrying value of the Group’s share of these investments in associates and joint ventures at 31 March 2022 and at 31 March 2023 is £0.3 million.
The Group’s share of the profits and other comprehensive income of these investments in associates and joint ventures for the year ended 31 March
2023 is £0.3 million (year ended 31 March 2022 nil).
Pennon Group plc | Annual Report and Accounts 2023 197
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
119988 AAnnnnuuaall RReeppoorrtt aanndd AAccccoouunnttss 22002233 || PPeennnnoonn GGrroouupp ppllcc
20. Investments continued
The Group’s joint ventures and associates are all private companies and there are no quoted market prices available for the shares.
Summarised
financial information for the joint ventures and investments in associates is set out below:
Summarised balance sheets
2023
£m
2022
£m
W2B BWBSL Searchlight W2B BWBSL Searchlight
Current
Cash and cash equivalents 1.5 1.3 1.1
Other current assets 60.1 2.2 0.1 53.6 2.0 0.1
Total current assets 61.6 3.5 0.1 53.6 3.1 0.1
Non-current assets 5.5 6.5
Financial liabilities (excluding trade payables) (1.1)
Current liabilities (including trade payables) (35.0) (3.5) (28.0) (3.1)
Total current liabilities (35.0) (3.5) (29.1) (3.1)
Non-current liabilities (31.1) (32.2)
Net assets 1.0 0.1 (1.2) 0.1
Summarised statement of comprehensive income
2023
£m
2022
£m
W2B BWBSL Searchlight W2B BWBSL Searchlight
Revenue 232.9 17.5 0.3 193.5 15.8 0.3
Cost of sales and other operating expenses (228.7) (17.5) (0.3) (190.9) (15.8) (0.3)
Interest (1.3) (0.7)
Pre-tax profit 2.9 1.9
Taxation charge (0.7) (0.6)
Total comprehensive income 2.2 1.3
The information above reflects the amounts presented in the financial statements of the associates (and not the Group’s share of these amounts)
adjusted for differences in accounting policies between the Group and associates.
W2B’s year-end date is 30 June.
BWBSL’s and Searchlight’s year
ends are 31 March. The Group's carrying amount of the investments held is £0.3m (2022 nil) which comprises 30% of the Group's share of equity of
W2B. For BWBSL and Searchlight, the net equity is £nil (2022 £nil). The Group’s share of profit from associated companies is £0.3m (2022 £nil) which
comprises 30% of the Group’s share of W2B, restricted by brought forward losses.
21. Inventories
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Raw materials and consumables 10.0 7.7
22. Trade and other receivables – current
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Trade receivables 280.3 296.2
Less: allowance for expected credit losses in respect of trade receivables (106.5) (100.4)
Net trade receivables 173.8 195.8
Amounts owed by parent undertaking
Amounts owed by subsidiary undertakings 75.7 48.2
Amounts owed by associated companies 0.1
Other receivables 20.8 41.1 3.4 0.7
Accrued income 34.1 26.4 0.1
Prepayments 9.2 7.6 1.3 0.8
238.0 270.9 80.4 49.8
Trade receivables include accrued income relating to customers with water budget payment plans. Trade receivables have decreased year on year,
largely due to the one-off bill reductions in the final quarter of the year in relation to Watershare+ and the drought incentive (see note 6) along with
tariff reductions in the South West Water region.
Accrued income includes £25.7 million (2022 £22.0 million) in respect of metered accrual revenue in the retail water business. Metered accrual revenue
relates to performance obligations that have been fully extinguished in providing services to customers prior to the reporting date. Payment in respect
of these services is a matter of time following issuance of invoices.
The Directors consider that the carrying amounts of trade and other receivables approximate to their fair value.
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22. Trade and other receivables – current continued
There is no concentration of credit risk in trade receivables. The Group has a large number of customers who are dispersed and there is no significant
loss on trade receivables expected that has not been provided for.
The Group applies the simplified approach in calculating the expected credit losses for trade receivables allowing a provision matrix to be used which
is based on the expected life of trade receivables, default rates for different customer categories within the collection process and forward-looking
information.
As at 31 March, an analysis of the ageing of trade receivables is as follows:
2023
£m
2022
£m
Group
Not due 57.5 68.9
Past due 1 – 30 days 14.7 17.4
Past due 31 – 120 days 17.1 20.2
More than 120 days 191.0 189.7
280.3 296.2
The aged trade receivables above are taken directly from aged sales ledger records.
The Group’s operating businesses specifically review separate categories of debt to identify an appropriate allowance for expected credit losses as
outlined in note 2 (n) ii). South West Water Limited has a duty under legislation to continue to provide domestic customers with services regardless of
payment. Given the different nature of customer demographics within South West Water’s operating area and the non-household retail business of
Pennon Water Services, different provision matrices are adopted by each business. The provision matrix adopted for household customers in the most
significant operating region of Devon and Cornwall is outlined in the table below, showing the range of provision rates dependent on phase of
collection. The table also includes the gross debt and provision rates for other customer areas:
Trade
receivables
2023
£m
A
A
l
l
l
l
o
o
w
w
a
a
n
n
c
c
e
e
f
f
o
o
r
r
e
e
x
x
p
p
e
e
c
c
t
t
e
e
d
d
c
c
r
r
e
e
d
d
i
i
t
t
l
l
o
o
s
s
s
s
e
e
s
s
2
2
0
0
2
2
3
3
£
£
m
m
Devon and Cornwall (household customers)
Current occupier < 12 months: 1% - 30% 35.3 0
0
.
.
2
2
Current occupier 12 – 24 months: 10% – 60% 14.6 2
2
.
.
8
8
Current occupier 24 – 36 months: 15%80% 10.8 3
3
.
.
4
4
Current occupier > 36 months: 20% – 100% 90.4 4
4
9
9
.
.
5
5
Previous occupier: 55% – 100%
51.9 3
3
1
1
.
.
3
3
Bristol 31.0 5
5
.
.
4
4
Pennon Water Services 38.3 1
1
3
3
.
.
5
5
Other 8.0 0
0
.
.
4
4
280.3 1
1
0
0
6
6
.
.
5
5
No material expected credit loss provision has been recognised in respect of amounts owed by subsidiary undertakings.
The movement in the allowance for expected credit losses in respect of trade receivables was:
2023
£m
2022
£m
At 1 April 100.4 102.3
Provision for expected credit losses 7.8 5.5
Receivables written off during the year as uncollectable (1.7) (7.4)
At 31 March 106.5 100.4
23. Derivative financial instruments
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Derivatives used for cash flow hedging
Non-current assets 32.9 14.1 0.2 0.3
Current assets 20.6 5.1 0.5 0.1
Current liabilities (2.4)
Non-current liabilities (2.4)
Derivatives used for fair value hedging
Non-current assets 0.3 0.7 0.3 0.7
Current assets 0.1 0.5 0.1 0.5
The Group’s financial risks and risk management policies are set out in note 3. The fair value of derivatives is split between current and non-current
assets or liabilities based on the maturity of the cash flows. The ineffective portion recognised in the income statement arising from hedging
relationships was £nil (2022 £nil).
Pennon Group plc | Annual Report and Accounts 2023 199
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
220000 AAnnnnuuaall RReeppoorrtt aanndd AAccccoouunnttss 22002233 || PPeennnnoonn GGrroouupp ppllcc
23. Derivative financial instruments contin ued
During the year a £5.0 million charge (2022 £5.8 million charge) was recognised in profit and loss relating to cash flow hedges previously recognised
through other comprehensive income and recorded in the hedging reserve. A £29.1 million credit (2022 £40.6 million credit) was recognised in other
comprehensive income for cash flow hedges that may be classified subsequently to profit and loss.
Interest rate swaps, primarily cash flow hedges, and fixed rate borrowings are used to manage the mix of fixed and floating rates to ensure at least 60%
of Group net borrowings are at fixed rate.
At 31 March 2023 the Group had interest rate swaps to swap from floating to fixed rate and hedged financial liabilities with a notional value of £853
million and a weighted average maturity of 3.4 years (2022 £718 million, with 3.5 years). The weighted average interest rate of the swaps for their
nominal amount was 1.54% (2022 1.14%).
The Group has established a hedge ratio of 1:1 for the hedging relationships as the underlying risks of the swaps are identical to the hedged risk
components. To test the hedge effectiveness, the Group uses the hypothetical derivative method and compares the changes in the fair value of the
hedging instrument against the changes in fair value of the hedged item attributable to the hedged risk.
The hedge ineffectiveness can arise from:
Different interest rate curve applied to discount the hedged item and hedging instrument
Differences in timing of cash flows of the hedged item and hedging instrument
The counterparties’ credit risk differently impacting the fair value movements of the hedging instrument and hedged item
The impact of the hedging instrument on the statement of financial position is as follows:
G
G
r
r
o
o
u
u
p
p
Notional
amount
£m
Carrying
amount
£m
Line item in the statement of financial position
Change in fair value used for
measuring ineffectiveness in
the period
£m
A
A
s
s
a
a
t
t
3
3
1
1
M
M
a
a
r
r
c
c
h
h
2
2
0
0
2
2
3
3
Interest rate swaps 853.4 52.4 Derivative financial instruments 33.6
RPI swaps 300.0 (4.4) Derivative financial instruments (4.4)
Cross currency swaps 24.0 1.1 Derivative financial instruments (0.5)
As at 31 March 2022
Interest rate swaps 717.9 18.8 Derivative financial instruments 40.6
Cross currency swaps 24.0 1.6 Derivative financial instruments 1.5
C
C
o
o
m
m
p
p
a
a
n
n
y
y
Notional
amount
£m
Carrying
amount
£m Line item in the statement of financial position
Change in fair value used for
measuring ineffectiveness in
the period
£m
A
A
s
s
a
a
t
t
3
3
1
1
M
M
a
a
r
r
c
c
h
h
2
2
0
0
2
2
3
3
Cross currency swaps 24.0 1.1 Derivative financial instruments (0.5)
As at 31 March 2022
Cross currency swaps 24.0 1.6 Derivative financial instruments 1.5
The periods for which the cash flow hedges are expected to affect future profit or loss are as follows:
Due within
1 year
£m
Due between
1 and 2 years
£m
Due between
2 and 5 years
£m
Due over
5 years
£m
Total
£m
Group
31 March 2023
Assets 20.8 19.0 8.8 5.3 53.9
Liabilities (2.4) (2.0) (0.2) (0.2) (4.8)
31 March 2022
Assets 5.1 5.0 7.0 2.1 19.2
Company
31 March 2023
Assets 0.5 0.2 0.7
Liabilities
31 March 2022
Assets 0.1 0.2 0.1 0.4
Valuation hierarchy
The Group uses the following hierarchy for determining the fair value of financial instruments by valuation technique:
Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1)
Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly
(that is, derived from prices) (level 2)
Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
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23. Derivative financial instruments contin ued
The fair value of financial instruments not traded in an active market (level 2, for example over-the-counter derivatives) is determined by using
valuation techniques. A variety of methods and assumptions are used based on market conditions existing at each balance sheet date. Quoted market
prices or dealer quotes for similar instruments are used for long-term debt. Other techniques, such as estimated discounted cash flows, are used to
determine fair value for the remaining financial instruments. The fair value of interest rate swaps is calculated as the present value of the estimated
future cash flows.
The Group’s financial derivatives are valued using level 2 measures:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Assets
Derivatives used for cash flow hedging 53.5 19.2 0.7 0.4
Derivatives used for fair value hedging 0.4 1.2 0.4 1.2
Total assets 53.9 20.4 1.1 1.6
Liabilities
Derivatives used for cash flow hedging (4.8)
Total liabilities (4.8)
24. Financial instruments at fair value through profit
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Current liabilities 2.6 2.5 0.1 0.1
Non-current liabilities 34.0 36.1
Non-current assets 1.3 1.3
Financial instruments at fair value through profit reflect the fair value movement of the hedged risk on the hedged item which had been designated in
a fair value hedging relationship.
The hedged item was the £150 million bond issued by South West Water Finance Plc in 2010 which matures in July 2040 (see note 28). The hedging
relationship was de-designated in previous periods at which point the fair value amount recognised at that point ceased to be revalued. The fixed
financial liability at the point of de-designation is released to the income statement over the remaining life of the debt.
25. Cash and cash deposits
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Cash at bank and in hand 69.7 57.3 34.0 6.7
Short-term bank deposits 25.0 50.0 25.0 50.0
Other deposits 70.7 411.7 45.1 250.0
Total cash and cash deposits 165.4 519.0 104.1 306.7
Group short-term deposits have an average maturity of one working day (2022 one working day).
Group other deposits have an average maturity of 45 days (2022 78 days).
Group other deposits include restricted funds of £21.7 million (2022 £161.7 million) to settle long-term lease liabilities (note 28) and £nil (2022 £6.1
million) held in an instant access account under the terms of other loan agreements. Restricted funds are available for access, subject to being
replaced by an equivalent valued security.
For the purposes of the cash flow statement cash and cash equivalents comprise:
Group
Company
2023
£m
2022
£m
2023
£m
2022
£m
Cash and cash deposits as above 165.4 519.0 104.1 306.7
Less: deposits with a maturity of three months or more (restricted funds) (21.7) (167.8)
143.7 351.2 104.1 306.7
26. Trade and other payables – current
Group
Company
2023
£m
2022
£m
2023
£m
2022
£m
Trade payables 150.7 107.5 2.0 0.7
Contract liabilities 3.7 3.3
Other tax and social security 3.4 4.3 0.4 0.8
Accruals 44.3 29.5 2.3 2.1
Other payables 23.3 25.1 1.6 2.0
Amounts owed to joint venture 1.8
225.4 171.5 6.3 5.6
The Directors consider that the carrying amount of trade and other payables approximates to their fair value.
Pennon Group plc | Annual Report and Accounts 2023 201
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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26. Trade and other payables – current continued
The movement in the contract liabilities was:
Contract liabilities
Group
2023
£m
2022
£m
At 1 April 140.5 130.3
Revenue recognised in the year (6.4) (2.0)
Consideration received in advance of completion of performance obligations 24.9 12.2
At 31 March 159.0 140.5
The analysis of contract liabilities between current and non-current is:
Group
2023
£m
2022
£m
Current 3.7 3.3
Non-current (note 29) 155.3 137.2
159.0 140.5
Performance obligations related to the current contract liabilities balance above are expected to be satisfied, and revenue will be recognised, within the
financial year ended 31 March 2024.
27. Current tax assets/(liabilities)
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Current year debtor / (creditor) 3.1 2.8 (0.2) (0.2)
Prior year tax items 5.3 (1.3) (3.2) (3.2)
8.4 1.5 (3.4) (3.4)
28. Borrowings
Group
Company
2023
£m
2022
£m
2023
£m
2022
£m
Current
Bank and other loans 92.7 40.0
Private placements 30.0 30.0
Amounts owed to subsidiary undertakings 279.1 282.8
92.7 70.0 279.1 312.8
Leases 32.0 170.2
Total current borrowings 124.7 240.2 279.1 312.8
Non-current
Bank and other loans 697.0 641.9 49.8 49.9
Private placements 305.3 279.3 105.9 104.6
Fixed rate bonds 214.6 213.2
RPI index-linked bonds 744.0 773.0
Listed preference shares 12.5 12.5
1,973.4 1,919.9 155.7 154.5
Leases 1,032.7 1,041.8
Total non-current borrowings 3,006.1 2,961.7 155.7 154.5
Total borrowings 3,130.8 3,201.9 434.8 467.3
South West Water Finance Plc issued a £150 million fixed rate bond in July 2010 maturing in 2040 with a cash coupon of 5.875%.
South West Water Finance Plc issued a £200 million RPI index-linked bond in July 2008 maturing in 2057 with a cash coupon of 1.99%. Bournemouth
Water Limited issued a £65 million RPI index-linked bond in April 2005 maturing in 2033 with a cash coupon of 3.084%. This instrument was
transferred to South West Water Limited in April 2017. Prior to acquisition by Pennon, Bristol Water Plc issued RPI index-linked bonds totalling £91
million maturing in 2032 with a cash coupon of 3.635%.
In November 2022 Bristol Water plc redeemed £40m of bonds due to be repaid in March 2041 at a value of £72.3 million. The Group carrying value of the
bonds at redemption was £91.7 million and costs were incurred of £1.0m, resulting in a net gain on settlement of £18.4 million.
Fair value adjustments of £124 million (2022 £169 million) in relation to the acquisition of Bournemouth Water Limited and Bristol Water Plc have been
allocated to the instruments to which they relate.
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28. Borrowings continued
The listed preference shares were issued by Bristol Water Plc at £1 in 1992. They are held by external shareholders and are listed on the London Stock
Exchange. Shareholders are entitled to receive dividends at 8.75% per annum on the par value of the shares on a cumulative basis; these dividends are
payable half yearly on 1 April and 1 October. On winding up, the preference shareholders rank ahead of Bristol Water ordinary shareholders and are
entitled to receive £1 per share and any dividends accrued but unpaid in respect of their shares. In the event that dividends on the preference shares
are in arrears for six months or more, holders of the preference shares become entitled to vote at general meetings of members. The authorised
preference share capital consists of 14,000,000 8.75% irredeemable cumulative preference shares of £1 each. The preference shares are classified as
liabilities in the consolidated balance sheet of the Group and the related dividends are classified as finance costs.
The fair values of borrowings, are valued using level 2 measures, unless otherwise stated below, (as set out in note 23) were:
2023 2022
Book value
£m
Fair value
£m
Book value
£m
Fair value
£m
Group
Bank and other loans 92.7 92.7 40.0 40.0
Private placement 30.0 30.0
92.7 92.7 70.0 70.0
Leases 32.0 170.2
Total current borrowings 124.7 92.7 240.2 70.0
Group
Bank and other loans 697.0 684.1 641.9 650.5
Private placements 305.3 288.2 279.3 272.0
Fixed rate bonds (level 1) 135.8 137.8 135.3 181.5
Fixed rate bonds 78.8 66.8 77.9 75.2
RPI index-linked bond 744.0 614.5 773.0 885.9
Listed preference shares 12.5 21.5 12.5 24.9
1,973.4 1,812.9 1,919.9 2,090.0
Leases 1,032.7 1,041.8
Total non-current borrowings 3,006.1 1,812.9 2,961.7 2,090.0
Total borrowings 3,130.8 1,905.6 3,201.9 2,160.0
Company
Private placements 30.0 30.0
Amounts owed to subsidiary undertakings 279.1 279.1 282.8 282.8
Total current borrowings 279.1 279.1 312.8 312.8
Bank and other loans 49.8 50.4 49.9 51.8
Private placements 105.9 105.7 104.6 105.1
Total non-current borrowings 155.7 156.1 154.5 156.9
Total borrowings 434.8 435.2 467.3 469.7
Under IFRS 16 the disclosure of the fair value of leases is not required.
Where market values are not available, fair values of borrowings have been calculated by discounting expected future cash flows at prevailing interest rates.
During the year, as part of its ongoing programme to renew and raise new financing, the Group entered into £200 million of new terms loans and leasing
facility arrangements, with an average maturity of 9 years, a £25 million private placement and £195 million of new and renewed revolving credit facilities.
The maturity of non-current borrowings, excluding leases, was:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Between 1 and 2 years 64.4 101.4 8.7
Over 2 years and less than 5 years 364.2 221.0 147.0 75.1
Over 5 years 1,544.8 1,597.5 79.4
1,973.4 1,919.9 155.7 154.5
The weighted average maturity of non-current borrowings, excluding leases, was 13.2 years (2022 14.2 years).
Undrawn committed borrowing facilities at the balance sheet date were:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Floating rate:
Expiring within 1 year 119.8 50.0 80.0 25.0
Expiring after 1 year 135.0 247.0 25.0 80.0
254.8 297.0 105.0 105.0
Pennon Group plc | Annual Report and Accounts 2023 203
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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28. Borrowings continued
Information on leases
The Group has leases for various assets as shown in note 17.
The maturity of lease liabilities was:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Within 1 year 32.0 170.1
Over 1 year and less than 5 years 181.7 180.6
Over 5 years 851.0 861.2
1,064.7 1,211.9
Analysed as:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Current 32.0 170.1
Non-current 1,032.7 1,041.8
1,064.7 1,211.9
For the purposes of calculating debt or borrowings under the Group’s financing agreements, all of which were negotiated under IFRS prior to the
implementation of IFRS 16, borrowings that were previously categorised as operating leases under IAS 17 are excluded from the definition of debt. As at
31 March 2023 the carrying value of leases previously categorised as IAS 17 operating leases was £37.3 million (2022 £36.9 million).
The Group does not face a significant liquidity risk with regard to its lease liabilities. Lease liabilities are monitored within the Group’s treasury function.
The discount rate used to calculate the lease liabilities above involves estimation. Where the Group cannot readily determine the rate implicit in the
lease the Group uses an estimated incremental borrowing rate (IBR). At 31 March 2023 the range of IBRs used was between 2.6% and 3.9% (2022
between 2.6% and 3.9%) and the weighted average IBR across all leases was 3.3% (2021 3.8%). If the weighted average rate used increased or
decreased by 10bps, this would result in a c.1.1% increase or reduction in the present value of lease liabilities recognised at 31 March 2023 (2022 c.1.1%).
The period for repayment of certain leases includes an agreement to deposit with the lessor group amounts equal to the difference between the
original and revised payments due. The accumulated deposits, £21.6 million at 31 March 2023 (2022 £161.7 million), are currently being held to settle
the lease liabilitysubject to rights to release by negotiation with the lessor. The deposits are subject to a registered charge given as security to the
lessor for the balance outstanding.
Cash outflows in respect of leasing relate to principal repayments of £120.3 million (2022 £231.4 million) and interest repayments of £100.5 million
(2022 £17.2 million), in addition to inflows from lease financing arrangements of £40.2 million (2022 £15.0 million).
Other information required to be disclosed under IFRS 16 is included in note 17.
29. Other non-current liabilities
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Amounts owed to subsidiary undertakings 8.5 8.6
Contract liabilities 155.3 137.2
155.3 137.2 8.5 8.6
Non-current contract liabilities relate to consideration received in advance of the Group performing its performance obligations to customers where
performance obligations will not be completed within 12 months of the balance sheet date. The overall movement in total contract liabilities is
disclosed in note 26. Contract liabilities reflect the fair value of assets transferred from customers in the water segment. The majority of the contract
liabilities included above are expected to unwind after five years.
30. Retirement benefit obligations
During the year the Group operated a number of defined benefit pension schemes and also defined contribution schemes. The principal plan within
the Group is the Pennon Group Pension Scheme (PGPS), which is a funded defined benefit, final salary pension scheme in the UK. Following the
acquisition of Bristol Water, the Group also assumed defined benefit obligations through Bristol Water’s membership of Water Companies Pension
Scheme (‘WCPS’).
The Group’s pension schemes are established under trust law and comply with all relevant UK legislation. The assets of the Group’s pension schemes
are held in separate trustee administered funds. The trustees of the funds are required to act in the best interest of the funds’ beneficiaries. The
appointment of schemes’ trustees is determined by the schemes’ trust documentation. The Group has a policy for the PGPS that one-half of all
trustees, other than the Chair, are nominated by members of the schemes, including pensioners.
Bristol Water’s membership of WCPS is through a separate section of that scheme. The assets of the section are held separately from those of the
Group and are invested by discretionary fund managers appointed by the trustees of the scheme. The employees in the section ceased to earn
additional defined benefit pensions on 31 March 2016. There were no employer contributions to the scheme from that date and from 30 June 2016,
with the agreement of the trustees, deficit contributions also ceased. All eligible employees were offered membership of a stakeholder pension scheme.
In 2018 the trustees of the Bristol Water section of the WCPS purchased a bulk annuity policy to insure the benefits for members of the section.
Following this the method for valuing the liabilities of the pension scheme has remained the same. However, the scheme assets, in the form of the
insurance policy, now materially match the value of the liabilities. The process to buy up and wind up the scheme is continuing, including discussions
regarding the release of the surplus on completion of this process.
PGPS is closed to future accrual.
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30. Retirement benefit obligations continued
Defined contribution schemes
Pension costs for defined contribution schemes were £9.4 million (2022 £7.6 million).
Defined benefit schemes
Assumptions
The principal actuarial assumptions at 31 March were:
2023
%
2022
%
Rate of increase in pensionable pay 2.7 3.0
Rate of increase for current and future pensions 2.8 3.1
Rate used to discount schemes’ liabilities and expected return on schemes’ assets 4.7 2.8
Inflation 3.3 3.6
Mortality
Assumptions regarding future mortality experience are set based on actuarial advice in accordance with published statistics and experience. The
mortality assumption uses a scheme-specific calculation based on CMI 2019 actuarial tables with an allowance for future longevity improvement.
The average life expectancy in years of a member having retired at age 62 on the balance sheet date is projected as:
2023 2022
Male 24.2 24.9
Female 26.7 27.2
The average life expectancy in years of a future pensioner retiring at age 62, 20 years after the balance sheet date, is projected as:
2023 2022
Male 25.6 26.0
Female 28.2 28.3
The sensitivities regarding the principal assumptions used to measure the schemes’ liabilities are:
Change in
assumption
Impact on
schemes’ liabilities
Rate of increase in current and future pensions +/– 0.5% +/– 4.3%
Rate used to discount schemes’ liabilities +/– 0.5% –/+ 6.5%
Inflation +/– 0.5% +/– 5.0%
Life expectancy +/– 1 year +/– 3.7%
The sensitivity analysis shows the effect of changes in the principal assumptions used for the measurement of the pension liability. The method used
to calculate the sensitivities is approximate and has been determined taking into account the duration of the liabilities and the overall profile of each
scheme’s membership. This is the same approach as has been adopted in previous years.
The amounts recognised in the balance sheet were:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Present value of financial obligations (719.5) (985.9) (139.5) (190.7)
Fair value of plan assets 753.2 1,056.5 144.2 203.1
Surplus/(deficit) of funded plans 33.7 70.6 4.7 12.4
Less: restriction of surplus (4.4) (4.3)
Net asset/(liability) recognised in the balance sheet 29.3 66.3 4.7 12.4
Pennon Group plc | Annual Report and Accounts 2023 205
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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30. Retirement benefit obligations continued
The movement in the net defined benefit obligation over the accounting period is as follows:
2023 2022
Present value
of obligation
£m
Fair value
of plan assets
£m
Total
£m
Present value
of obligation
£m
Fair value
of plan assets
£m
Total
£m
At 1 April (985.9) 1,052.2 66.3 (901.7) 910.5 8.8
Acquisition Bristol Water Group (175.4) 183.2 7.8
Current service cost (1.0) (0.6) (1.6) (2.9) (0.6) (3.5)
Past service cost, curtailments and gains/losses on settlements (0.1) (0.1)
Interest (expense)/income (26.5) 28.5 2.0 (20.8) 21.4 0.6
(27.5) 27.9 0.4 (23.8) 20.8 (3.0)
Remeasurements:
Loss on plan assets excluding amounts included in interest expense (288.7) (288.7) (33.1) (33.1)
Gain/(loss) from change in demographic assumptions 9.7 9.7 (0.7) (0.7)
Gain from change in financial assumptions 266.0 266.0 80.4 80.4
Experience (losses)/gains (25.9) (0.1) (26.0) (22.2) 0.5 (21.7)
249.8 (288.8) (39.0) 57.5 (32.6) 24.9
Contributions:
Employers 1.6 1.6 27.8 27.8
Payments from plans:
Benefit payments 44.1 (44.1) 57.5 (57.5)
44.1 (42.5) 1.6 57.5 (29.7) 27.8
At 31 March (719.5) 748.8 29.3 (985.9) 1,052.2 66.3
Recognition of surplus on principal pension scheme
In accordance with IAS 19 ‘Employee Benefits’ the value of the net pension scheme surplus that can be recognised in the statement of financial
position is restricted to the present value of economic benefits available in the form of refunds from the scheme or reductions in future contributions.
In respect of the Group’s principal pension scheme, PGPS, the surplus has been recognised as the Group believes that ultimately it has an
unconditional right to a refund of any surplus assuming the full settlement of the plan’s liabilities in a single event, such as a scheme wind up.
Bristol Water
The Group believes that it has an unconditional right to a refund of surplus and that the gross pension surplus can be recognised. This benefit is only
available as a refund as no additional defined pension benefits are being earned. Under UK tax legislation a tax deduction of 35% is applied to a refund
from a UK pension scheme, before it is passed to the employer. This tax deduction has been applied to restrict the value of the surplus recognised for
this scheme.
The movement in the Company’s net defined benefit obligation over the accounting period is as follows:
2023 2022
Present value
of obligation
£m
Fair value
of plan assets
£m
Total
£m
Present value
of obligation
£m
Fair value
of plan assets
£m
Total
£m
At 1 April (190.7) 203.1 12.4 (205.7) 200.2 (5.5)
Current service cost (0.4) (0.4) (0.4) (0.4)
Past service cost and gains and losses on settlements
Interest (expense)/income (5.2) 5.6 0.4 (4.2) 4.2
(5.6) 5.6 (4.6) 4.2 (0.4)
Remeasurements:
Loss on plan assets excluding amounts included in interest expense (56.4) (56.4) (13.7) (13.7)
Loss from change in demographic assumptions 2.0 2.0
Gain/(loss) from change in financial assumptions 52.6 52.6 12.3 12.3
Experience losses (6.2) (6.2) (4.6) (4.6)
48.4 (56.4) (8.0) 7.7 (13.7) (6.0)
Contributions:
Employers 0.3 0.3 24.3 24.3
Payments from plans:
Benefit payments 8.4 (8.4) 11.9 (11.9)
8.4 (8.1) 0.3 11.9 12.4 24.3
At 31 March (139.5) 144.2 4.7 (190.7) 203.1 12.4
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30. Retirement benefit obligations continued
The schemes’ assets relating to the Group were:
2023 2022
Quoted
prices in
active market
£m
Prices not
quoted in
active market
£m
Fund
%
Quoted
prices in
active market
£m
Prices not
quoted in
active market
£m
Fund
%
Equities 124.3 17 219.0 21
Government bonds 14.4 2 96.1 9
Other bonds 175.8 72.1 33 270.1 79.3 33
Diversified growth 43.9 6 67.8 6
Property/Infrastructure 19.0 22.4 5 69.6 11.4 8
Insurance linked security 41.2 107.0 20 78.2 147.8 22
LDI investments 109.2 14
Other (including cash funds) 6.3 13.2 3 3.9 9.0 1
534.1 214.7 100 804.7 247.5 100
The Company’s share of the schemes’ assets at the balance sheet date was:
2023 2022
Quoted
prices in
active market
£m
Prices not
quoted in
active market
£m
Fund
%
Quoted
prices in
active market
£m
Prices not
quoted in
active market
£m
Fund
%
Equities 28.5 20 49.7 24
Government bonds 3.3 2 21.8 11
Other bonds 40.3 16.5 39 61.3 18.0 39
Diversified growth 10.1 7 15.4 8
Property/Infrastructure 4.4 5.2 7 15.8 2.6 9
Insurance linked security 9.5 7 17.7 9
LDI investments 25.1 17
Other 1.4 1 0.8
122.6 21.7 100 182.5 20.6 100
Through its defined benefit pension plan, the Group is exposed to a number of risks, the most significant of which are detailed below:
Asset volatility The liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this yield, this will
create a deficit. The schemes hold a proportion of growth assets (equities and diversified growth funds) which are expected to outperform
corporate bonds in the long term, but can give rise to volatility and risk in the short term. As the funding of the schemes improves, an
increasing proportion of the schemes’ assets are invested in less volatile asset classes such as cash and bonds which more closely reflect
market movements in the schemes’ liabilities. The allocation to growth assets is monitored such that it is suitable with the schemes’ long-
term objectives.
Changes in bond
yields
A decrease in corporate bond yields will increase the schemes’ liabilities, although this will be partially offset by an increase in the value of
the schemes’ bond holdings.
Inflation risk The majority of the schemes’ benefit obligations are linked to inflation, and higher inflation will lead to higher liabilities (although, in most
cases, caps on the level of inflationary increases are in place to protect against extreme inflation). The scheme uses LDIs (‘Liability Driven
Investment Funds’) within the asset portfolios to hedge against the value of liabilities changing as a result of movements in long-term
interest rates and inflation expectations. The structure allows the scheme to both hedge against the risks and retain capital investment in
assets that are expected to generate higher returns. Whilst LDIs are an integral part of the hedging strategy, risk management and
monitoring strategies are in place to ensure that the collateral requirements to maintain these structures are closely managed.
Life expectancy The majority of the schemes’ obligations are to provide benefits for the life of the member, so increases in life expectancy will result in an
increase in the liabilities.
In conjunction with its investment advisers, the trustees have structured the schemes’ investments with the objective of balancing investment returns
and levels of risk. The asset allocation for the main scheme has three principal elements:
Holding of cash funds and bonds which are expected to be less volatile than most other asset classes and reflects market movements in the
schemes’ liabilities
A proportion of equities with fund managers having freedom in making investment decisions to maximise returns, and
Investment of a proportion of the schemes’ assets in alternative asset classes which give the potential for diversification (currently property,
insurance linked securities and diversified growth).
The liabilities of the defined benefit schemes are measured by using the projected unit credit method which is an accrued benefits valuation method in
which the scheme liabilities make allowance for projected increases in pensionable pay.
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Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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30. Retirement benefit obligations continued
As funding of our principal pension scheme has improved the investment portfolio has been de-risked through increasing the scheme’s real gilts hedging
position through LDIs (Liability Driven Investments), which are commonly used by UK pension schemes. As has been widely reported, the unprecedented
increases in gilt yields in late September 2022 resulted in rapid reductions in collateral in LDI arrangements which schemes are required to increase or the
hedging structure is unwound. As permitted by the scheme rules and legislation, Pennon approved a temporary loan facility on 28 September 2022 to
provide short-term liquidity to the scheme whilst investments were re-balanced. £25 million was provided on this date and this was fully repaid within 6
days. This loan facility remains undrawn and available for use.
The future cash flows arising from the payment of the defined benefits are expected to be settled primarily in the period between 15 and 40 years from
the balance sheet date.
The 2022 triennial actuarial valuation of the principal defined benefit scheme was agreed in 2023 with an actuarial valuation surplus of £8.0 million. No
deficit recovery contributions are required as a result of the 2022 valuation. Additional contributions of £1.6 million were paid into the scheme in
respect of scheme expenses (2022: £23 million including use of proceeds from the Viridor disposal). The Group monitors funding levels on an annual
basis and the Group expects to pay only scheme expenses of around £1.7 million, during the year ended 31 March 2024.
The last formal actuarial valuation of the Bristol Water section of the WCPS was at 31 March 2017.
31. Deferred tax
Deferred tax is provided in full on temporary differences under the liability method using enacted tax rates.
Movements on deferred tax were:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Liabilities/(assets) at 1 April 512.4 259.6 (13.1) (12.5)
Acquisition of Bristol Water Group 140.3
(Credited)/charged to the income statement (0.9) 8.9 (2.4) 3.1
Charged/(credited) to equity, including impact of change in tax rate (2.0) 4.1 (1.8) (3.5)
Other non-underlying charges/(credits) in the income statement (2.5) 99.5 (1.3) (0.2)
Liabilities/(assets) at 31 March 507.0 512.4 (18.6) (13.1)
An adjustment to the preliminary accounting for the Bristol Water acquisition has been made within the measurement period ending 2 June 2022, this
adjustment is presented retrospectively and the 31 March 2022 balance sheet figures for deferred tax have been adjusted accordingly (see note 4).
Deferred tax assets have been recognised in respect of all temporary differences giving rise to deferred tax assets because it is probable that these
assets will be recovered.
The majority of the Group’s deferred tax liability is expected to be recovered over more than one year. The majority of the Company’s deferred tax
asset is expected to be recovered over more than one year. All deferred tax assets and liabilities within the same jurisdiction are offset.
The movements in deferred tax assets and liabilities were:
Group
Deferred tax liabilities
Derivatives
£m
Accelerated
tax depreciation
£m
Fair value
adjustments
£m
Short-term
liabilities
including
provisions
£m
Retirement
benefit
obligations
£m
Total
£m
At 1 April 2021 276.3 17.0 293.3
Acquisition of Bristol Water Group 92.2 74.3 (12.5) 154.0
Charged/(credited) to the income statement 2.6 (0.9) 1.7
Non-underlying charge to the income statement 88.5 5.3 93.8
Reclassification from deferred tax assets 18.6 9.7 28.3
At 31 March 2022 459.6 95.7 6.1 9.7 571.1
Charged/(credited) to the income statement 13.6 (1.2) (4.6) 3.0 10.8
Non-underlying credit to the income statement
Charged/(credited) to equity (9.8) (9.8)
Reclassification 2.9 2.9
At 31 March 2023 2.9 473.2 94.5 1.5 2.9 575.0
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31. Deferred tax continued
Deferred tax assets
Derivatives
£m
Share-based
payments
£m
Tax losses
£m
Fair value
adjustment
£m
Short-term
liabilities
including
provisions
£m
Retirement
benefit
obligations
£m
Total
£m
At 1 April 2021 (12.0) (1.7) (4.8) (8.3) (0.9) (6.0) (33.7)
Charged/(credited) to the income statement 0.5 (0.1) (3.3) 1.9 0.4 7.8 7.2
Acquisition of Bristol Water Group (32.8) 19.1 (13.7)
Non-underlying charge/(credit) to the income statement 0.3 (0.2) (2.5) (2.2) 10.3 5.7
(Credited)/charged to equity, including impact on change in
tax rate
6.5 (2.4) 4.1
Reclassified to deferred tax liabilities (18.6) (9.7) (28.3)
At 31 March 2022 (4.7) (2.0) (10.6) (41.4) (58.7)
Charged/(credited) to the income statement 0.3 0.5 (14.7) 2.2 (11.7)
Non-underlying charge/(credit) to the income statement (10.6) 8.1 (2.5)
Reclassification to deferred tax liabilities (2.9) (2.9)
Charged to equity, including impact on change in tax rate 7.3 0.5 7.8
At 31 March 2023 (1.0) (35.9) (31.1) (68.0)
Net liability
At 31 March 2022 512.4
At 31 March 2023 507.0
Company
Deferred tax assets
Retirement
benefit
obligations
£m
Derivatives
£m
Share-based
payments
£m
Tax losses
£m
Total
£m
At 1 April 2021 (6.8)
(0.9) (4.8) (12.5)
Charged/(credited) to the income statement 6.5
(0.1) (3.3) 3.1
Non-underlying credit to the income statement 2.5
(0.2) (2.5) (0.2)
Credited to equity, including impact on change in tax rate (3.5)
(3.5)
At 31 March 2022 (1.3)
(1.2) (10.6) (13.1)
Charged/(credited) to the income statement 2.0 0.3 (4.7) (2.4)
Non-underlying charge/(credit) to the income statement (1.3) (1.3)
Charged/(credited) to equity, including impact on change in tax rate (2.0) 0.2 (1.8)
At 31 March 2023 (1.3) (0.7) (16.6) (18.6)
Deferred tax charged/(credited) to equity or other comprehensive income during the year was:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Remeasurement of defined benefit obligations (9.8) 2.4 (2.0) (3.5)
Cash flow hedges 7.3 (6.5)
Share-based payments 0.5 0.2
(2.0) (4.1) (1.8) (3.5)
Capital allowances are available when a business incurs qualifying expenditure on capital items such as infrastructure assets. Capital allowances
provide tax relief on these items in place of accounting depreciation which is not tax deductible. Over the period of ownership of an asset, cumulative
depreciation and capital allowances will equalise. Capital allowance rates are set by the UK Government and every business receives the same rate of
allowance. Capital allowance rates typically vary from 3% up to 100% in certain instances. In recent years enhanced allowances known as super
deductions at 130% have been available on plant and machinery assets acquired after 3 March 2021 together with 50% first year allowances on special
rate assets. From 1 April 2023, super deductions will be replaced by full expensing for three years whilst the 50% first year allowance will be maintained
for the same period. Given the Group's continuing capital expenditure programme, it is unlikely that the deferred tax liability will crystallise in the near
future.
The different accounting treatment of property, plant and equipment for tax and accounting purposes means that the taxable income of the Group is
not the same as the profit reported in the financial statements. The adjustments for this are reflected in the current tax reconciliation. As explained in
note 9, the Government has introduced capital expenditure super-deduction allowance incentives for the two year period to April 2023 which
increases the rate of capital allowances to up to 130% for expenditure on qualifying plant and machinery. This provides an increase in current tax relief
for the Group with a consequently higher deferred tax liability and charge due to the additional capital allowance deductions and the increase in the
rate of corporation tax to 25% from April 2023.
Pennon Group plc | Annual Report and Accounts 2023 209
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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31. Deferred tax continued
Short term temporary differences arise on items such as retirement benefit obligations, derivatives and share based payments because the
treatment of such items are different for tax and accounting purposes. These differences reverse over future years following that in which they arise,
as is reflected in the deferred tax charge in these financial statements. Specifically, retirement benefit obligations will crystallise over the life of the
pension scheme and/or the period when spreading applies (this can be up to three years for spreading purposes), whilst share based payments will
crystallise over the remaining life of the share schemes which are up to 5 years. Short term liabilities including provisions will typically crystallise in the
following year.
The fair value liability relates to the revaluation of tangible fixed assets on the acquisition of Bournemouth Water and Bristol Water. The fair value asset
relates to the revaluation of debt on the acquisition of Bournemouth Water and Bristol Water. These items will be released over their remaining life
which is up to 142 years.
Where interest charges or other costs are capitalised in the accounts, tax relief is either given as the charges are incurred or when the costs are taken
to the income statement.
Derivatives reflect the fair value movements on treasury derivatives, these can fluctuate considerably each year. The balance will crystallise when
derivative items are either terminated or mature, the life of these items can be up to ten years.
Tax losses relate to trading losses generated in the year and non-trade deficits carried forwards in relation to the UK's corporate interest restriction
rules, these are anticipated to be utilised within the next five years.
32. Provisions
Restructuring
£m
Total
£m
Group
At 1 April 2022 1.0 1.0
Utilised (0.6) (0.6)
Charged to the income statement
At 31 March 2023 0.4 0.4
The restructuring provision relates principally to severance costs and will be utilised within one year.
33. Share capital
Allotted, called–up and fully paid
Number of shares
Treasury
shares
Ordinary
shares
£m
Group and Company
At 1 April 2021 ordinary shares of 40.7p each 8,443 422,120,181 171.8
Share consolidation (2,815) (140,708,916)
For consideration of £3.8 million, shares issued under the Company’s Sharesave Scheme
582,427 0.4
Shares cancelled
(17,146,744) (10.5)
At 31 March 2022 ordinary shares of 61.05p each 5,628 264,846,948 161.7
For consideration of £2.3 million, shares issued under the Company’s Sharesave Scheme
379,044 0.2
Shares cancelled
(3,910,503) (2.4)
At 31 March 2023 ordinary shares of 61.05p each 5,628 261,315,489 159.5
Shares held as treasury shares may be sold or reissued for any of the Company’s share schemes or cancelled.
On 16 July 2021, the Group paid a special dividend of £1.5 billion to shareholders in relation to the return of capital to shareholders announced on 3
June 2021. In order to maintain the comparability of the Company’s share price before and after the special dividend, a share consolidation was
approved at the General Meeting held on 28 June 2021. Shareholders received 2 New Ordinary shares of 61.05 pence each for every 3 Existing
Ordinary shares of 40.7 pence each.
During the prior year, the Group announced and began a process to purchase ordinary shares at an aggregate cost of up to £400 million by
September 2022. During the prior year the Group purchased £199.6 million of ordinary shares from the market at an average ordinary share price of
1,164 pence. The shares acquired under the tender offer were immediately cancelled, creating a capital redemption reserve of £10.5 million. The
maximum number of shares that can be repurchased in connection with the Programme is 42,183,689 (being the maximum authority granted by
Pennon's shareholders at Pennon's AGM on 22 July 2021).
During the year ended 31 March 2023, the Group purchased a further £39.9 million of ordinary shares from the market at an average ordinary share
price of 1,022 pence. The total aggregate cost of the Buy-back programme, which has terminated, was £239.5 million. The shares acquired under the
tender offer were immediately cancelled, creating a capital redemption reserve of £2.4 million.
Employee share schemes
The Group operates a number of equity-settled share plans for the benefit of employees. Details of each plan are:
i) Sharesave Scheme
An all-employee savings-related plan is operated that enables employees, including Executive Directors, to invest up to a maximum of £500 per month
for three or five years. These savings can then be used to buy ordinary shares, at a price set at a 17% or 20% discount to the market value at the start
of the savings period, at the third or fifth year anniversary of the option being granted. Options expire six months following the exercise date and,
except for certain specific circumstances such as redundancy, lapse if the employee leaves the Group before the option exercise period commences.
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33. Share capital continued
Outstanding options to subscribe for ordinary shares of 61.05 pence each under the Company’s share option schemes are:
Date granted and
subscription price
fully paid
Period when
options normally
exercisable
Thousands of shares in respect of
which options outstanding at
31 March
2023 2022
28 June 2017 767p 2020 – 2022 28
3 July 2018 635p 2021 – 2023 100 112
9 July 2019 620p 2022 – 2024 84 447
19 July 2020 928p 2023 – 2025 193 234
6 July 2021 879p 20242026 552 680
5 July 2022 828p 2025 – 2027 533
1,462 1,501
The number and weighted average exercise price of Sharesave options are:
2023 2022
Number of
ordinary shares
(thousands)
Weighted
average
exercise
price per share
(p)
Number of
ordinary shares
(thousands)
Weighted
average exercise
price per share
(p)
At 1 April 1,501 789 1,494 687
Granted 598 828 723 879
Forfeited (215) 781 (43) 695
Exercised (379) 633 (582) 640
Expired (43) 859 (91) 817
At 31 March 1,462 835 1,501 789
The weighted average price of the Company’s shares at the date of exercise of Sharesave options during the year was 927 pence (2022 1,216 pence).
The options outstanding at 31 March 2023 had a weighted average exercise price of 620 pence (2022 789 pence) and a weighted average remaining
contractual life of 1.91 years (2022 1.96 years). The number of exercisable Sharesave options at 31 March 2023 was 1,000 (2022 2,000) and the
weighted average exercise price of exercisable Sharesave options was 620 pence (2022 635 pence).
The aggregate fair value of Sharesave options granted during the year was £0.7 million (2022 £2.0 million), determined using the Black-Scholes
valuation model. The significant inputs into the valuation model at the date of issue of the options were:
2023 2022
Weighted average share price (pence) 957 1,187
Weighted average exercise price (pence) 828 879
Expected volatility 25% 27%
Expected life 3.3 years 3.4 years
Risk-free rate 1.3% 0.10%
Expected dividend yield 4.0% 3.0%
Expected volatility was determined by calculating the historical volatility of the Group’s share price over the previous three years.
ii) Long-term incentive plan (LTIP)
Executive Directors and senior management receive an annual grant of conditional shares. Share awards vest subject to the achievement of specific
performance conditions measured over a performance period of not less than three years.
The number and price of shares in the LTIP are:
2023 2022
Number of
ordinary shares
(thousands)
Weighted
average exercise
price per share
(p)
Number of
ordinary shares
(thousands)
Weighted
average exercise
price per share
(p)
At 1 April 1,170 902 999 843
Granted 255 1,038 221 1,141
Vested (357) 790
Lapsed (188) 876 (50) 790
At 31 March 880 990 1,170 902
The awards outstanding at 31 March 2023 had a weighted exercise price of 990 pence (2022 902 pence) and a weighted average remaining
contractual life of 2.6 years (2022 2.3 years).
The aggregate fair value of awards granted during the year was £1.1 million (2022 £1.0 million), determined from market value. No option pricing
methodology is applied since the vesting of the shares depends on non-market performance vesting conditions.
Having reflected on the exceptional economic backdrop and in particular the cost-of-living crises faced by many of our customers, the CEO
recommended that the Remuneration Committee consider lapsing her bonus and 2020 LTIP awards in full, and diverting an equivalent value into the
Group’s Watershare+ scheme. The Watershare+ scheme directly benefits the Group’s customers by either providing money off their bill or via
ownership of Pennon Group plc shares. While recognising the performance delivered, the Remuneration Committee accepted and approved the CEO’s
recommendation regarding her awards.
Pennon Group plc | Annual Report and Accounts 2023 211
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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33. Share capital continued
iii) Annual Incentive Bonus Plan – deferred shares
Awards under the plan to Executive Directors and senior management involve the release of ordinary shares in the Company to participants. There is
no performance condition since vesting is conditional upon continuous service with the Group for a period of three years from the award. The number
and weighted average price of shares in the Annual Incentive Bonus Plan are:
2023 2022
Number of
ordinary shares
(thousands)
Weighted
average exercise
price per share
(p)
Number of
ordinary shares
(thousands)
Weighted
average exercise
price per share
(p)
At 1 April 206 955 345 847
Granted 54 988 82 1,141
Vested (110) 756 (75) 761
Lapsed (9) 1,001 (2) 941
Cancelled (144) 903
At 31 March 141 1,065 206 955
The awards outstanding at 31 March 2023 had a weighted average exercise price of 1,065 pence (2022 955 pence) and a weighted average remaining
contractual life of 1.3 years (2022 1.1 years). The Company’s share price at the date of the awards ranged from 988 pence to 1,141 pence (2022 756
pence to 1,141 pence).
The aggregate fair value of awards granted during the year was £0.5 million (2022 £0.9 million), determined from market value. No option pricing
methodology is applied since dividends paid on the shares are receivable by the participants in the scheme.
Further details of the plans and options granted to Directors, included above, are shown in the Directors’ remuneration report.
34. Share premium account
£m
Group and Company
At 1 April 2021 232.1
Shares issued under the Sharesave Scheme 3.4
At 31 March 2022 235.5
Shares issued under the Sharesave Scheme 2.1
At 31 March 2023 237.6
35. Capital redemption reserve
The capital redemption reserve represents the redemption of B shares and cancellation of deferred shares arising from a capital return to shareholders
undertaken during 2006, together with the redemption of shares during the years ended 31 March 2023 and 31 March 2022.
£m
Group and Company
At 1 April 2021 144.2
Share capital redeemed 10.5
At 31 March 2022 154.7
Share capital redeemed 2.4
At 31 March 2023 157.1
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36. Retained earnings and other reserves
Own
shares
£m
Hedging
reserve
£m
Retained
earnings
£m
Total
£m
Group
At 31 March 2021 (3.5) (17.0) 2,457.3 2,436.8
Profit for the year 15.4 15.4
Other comprehensive income for the year 34.1 27.3 61.4
Dividends paid relating to 2021 (1,590.3) (1,590.3)
Credit to equity in respect of share-based payments (net of tax) 2.2 2.2
Charge in respect of share options vesting 0.8 (0.8)
Own shares acquired by the Pennon Employee Share Trust in respect of share options granted (1.2) (1.2)
Shares purchased for cancellation (included related expenses) (201.7) (201.7)
At 31 March 2022 (3.9) 17.1 709.4 722.6
Profit for the year 0.1 0.1
Other comprehensive income/(loss) for the year 21.8 (29.2) (7.4)
Dividends paid relating to 2022 (101.6) (101.6)
Credit to equity in respect of share-based payments (net of tax) 1.9 1.9
Charge in respect of share options vesting 5.4 (5.4)
Own shares acquired by the Pennon Employee Share Trust in respect of share options granted (5.0) (5.0)
Shares purchased for cancellation (included related expenses) (40.0) (40.0)
At 31 March 2023 (3.5) 38.9 535.2 570.6
The own shares reserve represents the cost of ordinary shares in Pennon Group plc issued to or purchased in the market and held by the Pennon
Group plc Employee Benefit Trust to satisfy awards under the Group’s Annual Incentive Bonus Plan.
The market value of the 152,000 ordinary shares (2022 238,000 ordinary shares) held by the Trust at 31 March 2023 was £1.2 million (2022
£2.6 million).
Hedging
reserve
£m
Retained
earnings
£m
Total
£m
Company
At 1 April 2021 (0.1) 2,410.9 2,410.8
Profit for the year 74.5 74.5
Other comprehensive income/(loss) for the year 0.1 (2.6) (2.5)
Dividends paid relating to 2021 (including £1.5 billion special dividend) (1,590.3) (1,590.3)
Shares purchased for cancellation (including related expenses) (201.7) (201.7)
Credit to equity in respect of share-based payments (net of tax) 0.9 0.9
Charge in respect of share options vesting (2.6) (2.6)
At 31 March 2022 689.1 689.1
Profit for the year 8.4 8.4
Other comprehensive loss for the year (6.1) (6.1)
Dividends paid relating to 2022 (101.6) (101.6)
Shares purchased for cancellation (including related expenses) (40.0) (40.0)
Credit to equity in respect of share-based payments (net of tax) 1.3 1.3
Charge in respect of share options vesting (5.4) (5.4)
At 31 March 2023 545.7 545.7
In making decisions about the level of dividends to be proposed the Directors take steps to check that retained earnings reflect realised profits and are
therefore distributable within the requirements of the Companies Act 2006.
Pennon Group plc | Annual Report and Accounts 2023 213
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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37. Analysis of cash flows given in the statement of cash flows
Reconciliation of profit for the year to cash generated from operations:
Cash generated from operations
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Profit for the year 0.4 15.6 8.4 74.5
Adjustments for:
Share-based payments 2.4 2.2 1.5 1.1
Profit on disposal of property, plant and equipment (0.4) (1.0)
Depreciation charge 151.1 143.3
Amortisation of intangible assets 3.6 3.4
Investment impairment charge 0.4
non-underlying bond early redemption gain (18.4)
non-underlying Bristol Water acquisition costs 8.9 8.9
non-underlying CMA merger review and integration costs 6.9 4.8
Share of post-tax profit from associated companies (0.3)
Finance income (before non-underlying items) (9.2) (2.6) (11.8) (6.5)
Finance costs (before non-underlying items) 145.8 96.3 13.3 10.8
Dividends receivable (15.7) (94.5)
Taxation (credit)/charge (8.9) 112.1 (4.3) (2.7)
Changes in working capital:
Increase in inventories (2.3) (0.6)
Decrease/(increase) in trade and other receivables 15.9 (14.3) (31.0) 6.9
Increase/(decrease) in trade and other payables 34.6 (12.2) 0.6 (9.6)
Increase/(decrease) in retirement benefit obligations from contributions (24.2) 0.1 (24.0)
(Decrease)/increase in provisions (0.6) 0.4
Cash generated/(outflow) from operations 313.7 334.2 (38.9) (29.9)
Reconciliation of total interest paid:
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Interest paid in operating activities 159.7 74.6 7.7 6.0
Interest paid in investing activities 5.0 1.3
Total interest paid 164.7 75.9 7.7 6.0
During the year, the Group completed a number of sale and leaseback transactions in respect of its infrastructure assets as part of its ongoing
financing arrangements. Cash proceeds of £40.2 million (2022 £15.0 million) were received and a gain of £nil (2022 £nil) was recognised. These assets
are being leased back at market rentals over varying lease terms from 7.5 to 9.5 years.
38. Net borrowings
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Cash and cash deposits 165.4 519.0 104.1 306.7
Borrowings – current
Bank and other current borrowings (92.7) (70.0) (30.0)
Lease obligations (32.0) (170.2)
Amounts owed to subsidiary undertakings (279.1) (282.8)
Total current borrowings (124.7) (240.2) (279.1) (312.8)
Borrowings – non-current
Bank and other non-current borrowings (1,960.9) (1,907.4) (155.7) (154.5)
Listed preference shares (12.5) (12.5)
Lease obligations (1,032.7) (1,041.8)
Total non-current borrowings (3,006.1) (2,961.7) (155.7) (154.5)
Total net borrowings (2,965.4) (2,682.9) (330.7) (160.6)
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38. Net borrowings continued
The movements in net borrowings during the periods presented were as follows:
Group
Net borrowings
at 1 April
2021
£m
Bristol Water
acquisition
£m
Cash flows
£m
Transfer between
non-current
and current
£m
Other non-cash
movements
£m
Net borrowings
at 31 March
2022
£m
Cash and cash deposits 2,919.3 6.1 (2,406.4) 519.0
Bank and other current borrowings (40.1) (9.0) 49.4 (70.4) 0.1 (70.0)
Current lease obligations (48.2) (0.2) 232.8 (365.5) 10.9 (170.2)
Bank and other non-current borrowings (1,375.7) (516.7) (61.0) 70.4 (24.4) (1,907.4)
Listed preference shares (12.5) (12.5)
Non-current lease obligations (1,391.0) (1.2) (15.0) 365.5 (0.1) (1,041.8)
Net cash/(borrowings) 64.3 (533.5) (2,200.2) (13.5) (2,682.9)
Net borrowings
at 1 April
2022
£m
Cash flows
£m
Transfer between
non-current
and current
£m
Other non-cash
movements
£m
Net borrowings
at 31 March
2023
£m
Cash and cash deposits 519.0 (353.6) 165.4
Bank and other current borrowings (70.0) 20.4 (43.3) 0.2 (92.7)
Current lease obligations (170.2) 221.1 (49.1) (33.8) (32.0)
Bank and other non-current borrowings (1,907.4) (57.2) 43.3 (39.6) (1,960.9)
Listed preference shares (12.5) (12.5)
Non-current lease obligations (1,041.8) (40.2) 49.1 0.2 (1,032.7)
Net borrowings (2,682.9) (209.5) (73.0) (2,965.4)
Other non-cash movements for the Group in 2023 includes the increase in borrowings from interest which is rolled into the amount repayable.
The movements in net borrowings during the periods presented were as follows:
Company
Net
borrowings
at 1 April
2021
£m
Cash flows
£m
Other
non-cash
movements
£m
Net
borrowings
at 31 March 2022
£m
Cash and cash deposits 2,495.6 (2,188.9) 306.7
Bank and other loans due within one year (30.0) (30.0)
Amounts due to subsidiary undertakings (283.4) 0.5 0.1 (282.8)
Bank and other loans due after one year (184.4) 29.9 (154.5)
2,027.8 (2,188.4) (160.6)
Net
borrowings
at 1 April
2022
£m
Cash flows
£m
Other
non-cash
movements
£m
Net
borrowings
at 31 March
2023
£m
Cash and cash deposits 306.7 (202.6) 104.1
Bank and other loans due within one year (30.0) 30.0
Amounts due to subsidiary undertakings (282.8) 3.7 (279.1)
Bank and other loans due after one year (154.5) (1.2) (155.7)
(160.6) (168.9) (1.2) (330.7)
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38. Net borrowings continued
The movements in net borrowings during the periods presented were as follows:
Group
Net borrowings
at 1 April
2021
£m
Bristol Water
acquisition
£m
Cash flows
£m
Transfer between
non-current
and current
£m
Other non-cash
movements
£m
Net borrowings
at 31 March
2022
£m
Cash and cash deposits 2,919.3 6.1 (2,406.4) 519.0
Bank and other current borrowings (40.1) (9.0) 49.4 (70.4) 0.1 (70.0)
Current lease obligations (48.2) (0.2) 232.8 (365.5) 10.9 (170.2)
Bank and other non-current borrowings (1,375.7) (516.7) (61.0) 70.4 (24.4) (1,907.4)
Listed preference shares (12.5) (12.5)
Non-current lease obligations (1,391.0) (1.2) (15.0) 365.5 (0.1) (1,041.8)
Net cash/(borrowings) 64.3 (533.5) (2,200.2) (13.5) (2,682.9)
Net borrowings
at 1 April
2022
£m
Cash flows
£m
Transfer between
non-current
and current
£m
Other non-cash
movements
£m
Net borrowings
at 31 March
2023
£m
Cash and cash deposits 519.0 (353.6) 165.4
Bank and other current borrowings (70.0) 20.4 (43.3) 0.2 (92.7)
Current lease obligations (170.2) 221.1 (49.1) (33.8) (32.0)
Bank and other non-current borrowings (1,907.4) (57.2) 43.3 (39.6) (1,960.9)
Listed preference shares (12.5) (12.5)
Non-current lease obligations (1,041.8) (40.2) 49.1 0.2 (1,032.7)
Net borrowings (2,682.9) (209.5) (73.0) (2,965.4)
Other non-cash movements for the Group in 2023 includes the increase in borrowings from interest which is rolled into the amount repayable.
The movements in net borrowings during the periods presented were as follows:
Company
Net
borrowings
at 1 April
2021
£m
Cash flows
£m
Other
non-cash
movements
£m
Net
borrowings
at 31 March 2022
£m
Cash and cash deposits 2,495.6 (2,188.9) 306.7
Bank and other loans due within one year (30.0) (30.0)
Amounts due to subsidiary undertakings (283.4) 0.5 0.1 (282.8)
Bank and other loans due after one year (184.4) 29.9 (154.5)
2,027.8 (2,188.4) (160.6)
Net
borrowings
at 1 April
2022
£m
Cash flows
£m
Other
non-cash
movements
£m
Net
borrowings
at 31 March
2023
£m
Cash and cash deposits 306.7 (202.6) 104.1
Bank and other loans due within one year (30.0) 30.0
Amounts due to subsidiary undertakings (282.8) 3.7 (279.1)
Bank and other loans due after one year (154.5) (1.2) (155.7)
(160.6) (168.9) (1.2) (330.7)
Pennon Group plc | Annual Report and Accounts 2023 215
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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39. Subsidiary and joint venture undertakings at 31 March 2023
Principal subsidiary companies Registered office address
Country of incorporation, registration
and principal operations
Water
Bristol Water Plc Bridgwater Road, Bristol, BS13 7AT England
South West Water Limited* Peninsula House, Rydon Lane, Exeter, EX2 7HR England
South West Water Finance Plc Peninsula House, Rydon Lane, Exeter, EX2 7HR England
South West Water Customer Services Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Non-household retail
Pennon Water Services Limited*
(1)
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Other
Peninsula Insurance Limited*
(2)
Level 5, Mill Court, La Charroterie, St Peter Port, GY1 1EJ Guernsey
* Indicates the shares are held directly by Pennon Group plc, the Company.
1. 80% of share capital owned by Pennon Group plc. All shares in issue are ordinary shares.
2. Captive insurance company established with the specific objective of financing risks emanating from within the Group.
Other trading companies Registered office address Country of incorporation
Bristol Water Holdings UK Limited* Bridgwater Road, Bristol, BS13 7AT England
Bristol Water Core Holdings Limited Bridgwater Road, Bristol, BS13 7AT England
Bristol Water Holdings Limited Bridgwater Road, Bristol, BS13 7AT England
Peninsula Properties (Exeter) Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Peninsula Trustees Limited* Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Pennon Defined Contribution Pension Trustee Limited* Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Pennon Pension Trustees Limited* Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Pennon Trustee Limited* Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Avon Valley Water Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Bournemouth Water Investments Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Bournemouth Water Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England
BWH Enterprises Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England
D.M.P (Holdings) Limited*
§
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Exe Continental
§
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Greenhill Environmental Limited*
§
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Haul Waste Limited*
§
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Pennon Share Scheme Trustees Limited* Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Pennon South West Limited*
§
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Pennon Waste Management Limited*
§
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Seal Security Systems Limited*
§
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Source for Business Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England
SSWB Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England
SWW Pension Trustees Limited* Peninsula House, Rydon Lane, Exeter, EX2 7HR England
Viridor Contracting Limited
§
Peninsula House, Rydon Lane, Exeter, EX2 7HR England
The subsidiary undertakings are wholly owned unless stated otherwise and all shares in issue are ordinary shares. All companies above are
consolidated in the Group financial statements.
Joint Ventures and Associates Registered office address Country of incorporation Stake (%)
Bristol Wessex Billing Services Limited 1 Clevedon Walk, Nailsea, Bristol, BS48 1WA England 50
CREWW Executive Board Limited Peninsula House, Rydon Lane, Exeter, EX2 7HR England 50
Searchlight Collections Limited
PO BOX 930 Galmington Office, Galmington Trading Estate,
Cornishway West, Taunton, Somerset, TA1 9LQ
England
50
Water 2 Business Limited 21e Somerset Square, Nailsea, Bristol, United Kingdom, BS48
1RQ
England 30
* Indicates the shares are held directly by Pennon Group plc, the Company.
Indicates the subsidiary was dissolved since the balance sheet date.
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39. Subsidiary and joint venture undertakings at 31 March 2023 continued
Subsidiary audit exemption
Pennon Group plc has issued guarantees over the liabilities of the following companies at 31 March 2021 under section 479C of Companies Act 2006
and these entities are exempt from the requirements of the Act relating to the audit of individual accounts by virtue of section 479A of the Act.
Company Company number
Bristol Water Core Holdings Limited 04637554
Bristol Water Holdings Limited 02630760
Bristol Water Holdings UK Limited 04789566
Peninsula Properties (Exeter) Limited 02307220
Pennon Power Limited 00736732
South West Water Customer Services Limited 07620338
Viridor Waste 2 Limited 02298543
40. Contingencies
Contingent liabilities
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Guarantees:
Performance bonds 9.7 9.7 9.7 9.7
9.7 9.7 9.7 9.7
Guarantees in respect of performance bonds relate to changes to the collateral requirements for the non-household retail business with other
wholesalers.
Other contractual and litigation uncertainties
Ofwat and the Environment Agency announced an industry-wide investigation into sewage treatment works on 18 November 2021. On 27 June 2022, as
part of its ongoing investigation, Ofwat announced enforcement action against South West Water Limited, the company is now included alongside the five
companies which received enforcement notices in March 2022. The company continues to work openly with Ofwat to comply with the notice as part of this
ongoing investigation. The potential outcome of these investigations continues to be unknown.
On 23 May 2023 Ofwat announced an investigation into South West Water's 2021/22 operational performance data relating to leakage and per capita
consumption. This operational performance data was reported in South West Water's Annual Performance Report 2021/22. This report is subject to
assurance processes which include independent checks and balances carried out by an external technical auditor. The company will work openly and
constructively with Ofwat to comply with the formal notice issued to South West Water as part of this investigation. The potential outcome of this
investigation is currently unknown.
The Group establishes provisions in connection with contracts and litigation where it has a present legal or constructive obligation as a result of past
events and where it is more likely than not an outflow of resources will be required to settle the obligation and the amount can be reliably estimated.
Where it is uncertain that these conditions are met, a contingent liability is disclosed unless the likelihood of the obligation arising is remote or the
matter is not deemed material.
41. Capital commitments
Group Company
2023
£m
2022
£m
2023
£m
2022
£m
Contracted but not provided 72.0 59.5
42. Related party transactions
Group companies entered into the following transactions with joint ventures which were not members of the Group. Bristol Wessex Billing Services
Limited and Water 2 Business Limited are joint venture investments of Bristol Water Holdings Limited.
2023
£m
2022
£m
Sales of goods and services
Water 2 Business Limited 17.9 14.5
Purchase of goods and services
Bristol Wessex Billing Services Limited 3.5 2.4
Year-end balances
2023
£m
2022
£m
Receivables due from related parties
Water 2 Business Limited (including loan receivable of £9.3 million (2022 £9.6 million) 10.8 11.1
Bristol Wessex Billing Services Limited 1.6 0.9
Payables due to related parties
Water 2 Business Limited 0.4
Bristol Wessex Billing Services Limited 1.4
Pennon Group plc | Annual Report and Accounts 2023 217
Strategic Report Governance Financial Statements Other information
Notes to the Financial Statements continued
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42. Related party transactions continued
The receivables due from related parties are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have
been made, or are considered necessary, for doubtful debts in respect of these amounts due.
The loans to Water 2 Business Limited are due to be repaid on 28 February 2025 and carry interest at SONIA plus 2.00%.
Company
The following transactions with subsidiary undertakings occurred in the year:
2023
£m
2022
£m
Sales of goods and services (management fees) 7.9 9.0
Purchase of goods and services (support services) 0.5 0.5
Interest receivable 3.0 1.3
Dividends received 15.7 94.5
Sales of goods and services to subsidiary undertakings are at cost. Purchases of goods and services from subsidiary undertakings are under normal
commercial terms and conditions which would also be available to unrelated third parties.
Year-end balances
2023
£m
2022
£m
Receivables due from subsidiary undertakings
Loans 99.2 31.5
Trading balances and other receivables 2.6 48.2
The loan balance comprises two loans. A loan with a balance of £26.1m is due for repayment in instalments over a five-year period following a receipt of
a request to repay. No request to repay has been issued at the current time. Interest on £13.1 million (2022 £13.1 million) of the loans has been charged
at a fixed rate of 5%. Interest on £13.0 million (2022 £13.0 million) of the loans has been charged at 12-month SONIA +3.0%. A loan with a balance of
£73.1m was repaid on 16 May 2023. This loan was issued on 16 November 2022 to Bristol Water plc and novated to South West Water limited on 1
February 2023. Interest was charged on the loan balance at Bank of England base rate +0.75%.
No material expected credit loss provision has been recognised in respect of loans to subsidiaries (2022 nil).
2023
£m
2022
£m
Payables due to subsidiary undertakings
Loans 279.1 282.8
Trading balances 8.5 8.6
The loans from subsidiary undertakings are unsecured and interest-free without any terms for repayment.
43. Acquisition of Bristol Water Group
On 2 June 2021, the Company acquired 100% of the issued share capital and voting rights of Bristol Water Holdings UK Limited, the holding company
of the Bristol Water Group. Bristol Water Group comprises Bristol Water plc, a regulated water only company and a 30% share in Water 2 Business
Limited, a joint venture with Wessex Water. The purpose of the acquisition was to grow the Group’s core water business by expanding into a
geographically contiguous region. The acquisition of the Bristol Water Group was reviewed by the Competition and Markets Authority and given full
clearance on 7 March 2022. The Bristol Water Group is consolidated in Pennon’s accounts with effect from the completion of acquisition at midnight
on 2 June 2021.
The net assets recognised in the 31 March 2022 financial statements were based on a provisional assessment of their fair value. The Group had not
completed a full tax review by the date the 2022 financial statements were approved for issue by the Board of Directors. In early June 2022 the final
review of tax balances was completed, this has led to an increase in the deferred tax liability with an offsetting increase in the total value of goodwill
recognised on acquisition of £5.5 million, the amortisation of this deferred tax liability to 31 March 2023 is immaterial. Final fair values on acquisition are
shown in the table below. Corresponding amounts for the financial year ended 31 March 2022 have also been restated.
The goodwill that arose on the acquisition can be attributed to synergies expected to be derived from the combination and the value of the workforce
which cannot be recognised as a separately identifiable intangible asset. Goodwill has been allocated to the water segment. The goodwill arising is not
expected to be tax deductible.
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43. Acquisition of Bristol Water Group continued
The details of the business combination are as follows:
£m
Fair value of consideration transferred
Amount settled in cash 419.6
Recognised amounts of identifiable net assets
Property, plant and equipment 944.8
Intangible assets 12.8
Other non-current assets 9.9
Inventories 1.7
Trade and other receivables 22.3
Cash and cash deposits (including restricted cash of £6.1 million) 18.9
Current tax liability (2.2)
Borrowings (545.1)
Trade and other payables (32.2)
Provisions (0.3)
Retirement benefit obligations 7.8
Deferred tax liabilities (140.4)
Identifiable net assets 298.0
Goodwill on acquisition 121.6
Consideration for equity settled in cash 419.6
Payment to acquire loan to former parent 5.5
Cash and cash equivalents acquired (excluding restricted cash) (12.8)
Net cash outflow on acquisition 412.3
Acquisition costs paid charged to expenses 8.9
Net cash paid relating to the acquisition 421.2
Acquisition related costs of £8.9 million are not included as part of the consideration transferred and were recognised as an expense in the
consolidated income statement within other operating expenses.
The fair value of trade and other receivables acquired as part of the business combination amounted to £22.3 million with a gross contractual amount
of £38.9 million. At the acquisition date the Group’s best estimate of the contractual cash flows expected not to be collected amounted to £16.6 million.
As part of the acquisition of Bristol Water, the Group acquired interests in two joint ventures, Bristol Wessex Billing Services Limited (“BWBSL”) and
Water 2 Business Limited (“water2business”). These two interests are accounted for using the equity method. Currently the carrying values of these
investments equates to £0.3m (2022 nil), representing the relevant share of the net assets of each of these interests.
The goodwill that arose on the acquisition can be attributed to synergies expected to be derived from the combination and the value of the workforce
which cannot be recognised as an intangible asset. Goodwill has been allocated to the water segment. The goodwill arising is not expected to be tax
deductible.
44. Events after the reporting period
In May 2023 the Group acquired a c.40 Gwh solar photovoltaic site in Dunfermline which is ready to build with consents in place, and is expected to
commence generation in 2024, for total acquisition and build costs of c.£35 million. The site also has the capacity for a two-hour 60 MW battery that
will support the UK Grid’s move to renewables at a cost of c.£25 million.
On 23 April 2023, South West Water was issued with a fine of £2.15 million in relation to pollution offences occurring between 2016 and 2020, following
a case brought by the Environment Agency. The liability for the fine and related costs are recorded on the balance sheet of the Group as at 31 March
2023.
On 23 May 2023 Ofwat announced an investigation into South West Water's 2021/22 operational performance data relating to leakage and per capita
consumption. This operational performance data was reported in South West Water's Annual Performance Report 2021/22. This report is subject to
rigorous assurance processes which include independent checks and balances carried out by an external technical auditor. The company will work
openly and constructively with Ofwat to comply with the formal notice issued to South West Water as part of this investigation. The potential outcome
of this investigation is currently unknown.
Pennon Group plc | Annual Report and Accounts 2023 219
Strategic Report Governance Financial Statements Other information
Alternative performance measures
Alternative performance measures (APMs) are financial measures used in this report that are not defined by International Financial Reporting
Standards (IFRS). The Directors believe that these APMs assist in providing additional useful information on the underlying trends, performance and
position of the Group as well as enhancing the comparability of information between reporting periods.
As the Group defines the APMs they might not be directly comparable to other companies’ APMs. They are not intended to be a substitute for, or
superior to, IFRS measurements. The following APMs have been added or amended to those presented previously to reflect the changing nature of the
Group for the acquisition of Bristol Water in June 2021 and integration of Bristol Water plc into South West Water Limited’s group of companies:
The APM for ‘Effective interest rate’ has been updated following changes to Group financial structures during the financial year. Following the
acquisition of Bristol Water, Bristol Water plc has been integrated into South West Water Limited’s group of companies. This metric has been
amended, with the prior year reanalysed, to ensure a consistent, comparable metric is presented and is reflective of South West Water performance.
An APM for the ‘Effective cash cost of interest’ has been presented in addition to the ‘Effective interest rate’ APM to provide an insight into South
West Water’s interest charges excluding finance costs that are not paid in the year but accrete to the carrying value of debt. This provides a useful
insight into South West Water’s cash cost of debt.
The APM ’South West Water return on capital employed’ has reverted to ’Group return on capital employed’ (as presented in 2021/22 results) given
the Group’s current balance sheet structure. In the previous two years the APM was altered to ‘South West Water return on capital employed’ as this
provided a more meaningful comparison of performance due to the Group holding a net cash position at 31 March 2021.
The APM ‘Continuing operations operational cash inflows and other movements’ has been discontinued as management believe the statutory cash
flows from operating activities appropriately reflects performance.
The APM ‘Regulatory Capital Value (RCV)’ definition has been added alongside other regulatory APM definitions to provide additional information
about the regulatory framework.
Underlying earnings
Underlying earnings are presented alongside statutory results as the Directors believe they provide a more useful comparison on business trends and
performance. Note 6 in the notes to the financial statements provides more detail on non-underlying items, and a reconciliation of underlying earnings
for the current year and the prior year is as follows:
Non-underlying items
Underlying earnings
reconciliation
31 March 2023 Underlying
Integration
costs WaterShare+
Drought
incentive Drought costs
Bond
redemption
Statutory
results
Earnings
per share
£m £m £m £m £m £m £m p
EBITDA (see below) 307.8 (4.3) (22.4) (7.6) (9.4) - 264.1
Operating profit 153.1 (4.3) (22.4) (7.6) (9.4) - 109.4
Profit before tax 16.8 (4.3) (22.4) (7.6) (9.4) 18.4 (8.5)
Taxation 3.6 1.1 5.5 1.5 1.8 (4.6) 8.9
Profit after tax 0.4
Non-controlling interests (0.3)
Profit after tax attributable
to shareholders 0.1 -
Non-underlying items
Underlying earnings reconciliation
31 March 2022
Underlying
£m
Deferred tax
change of rate
£m
Acquisition and merger
review related costs
£m
Statutory results
£m
Earnings
per share
p
EBITDA (see below) 383.9 - (15.8) 368.1
Operating profit 237.2 - (15.8) 221.4
Profit before tax 143.5 - (15.8) 127.7
Taxation (13.9) (99.5) 1.3 (112.1)
Profit after tax 15.6
Non-controlling interests (0.2)
Profit after tax attributable
to shareholders 15.4 4.9
Underlying EBITDA
Underlying EBITDA (earnings before interest, tax, depreciation and amortisation and non-underlying items) is used to assess and monitor operational
underlying performance.
220 Annual Report and Accounts 2023 | Pennon Group plc
Basic adjusted earnings per share (adjusted for share consolidation)
2023 2022
Basic weighted average number of shares
Basic weighted average number of shares (millions) (note 11) 261.9 312.1
Adjustment to reflect the post-consolidation share base as if it had been in place from the start
of the previous financial year (millions) - (36.6)
Adjusted basic weighted average number of shares (adjusted for share consolidation) (millions) 261.9 275.5
Basic adjusted earnings per share from continuing operations before non-underlying
items and deferred tax (pence) (note 11) 7.3 44.3
Adjustment to reflect the post-consolidation share base as if it had been in place from the start
of the previous financial year (pence) - 5.9
Basic adjusted earnings per share before non-underlying items and deferred tax
(adjusted for share consolidation) (pence) 7.3 50.2
Effective interest rate
A measure of the mean average interest rate payable on net debt associated with South West Water Limited’s group of companies, including Bristol
Water plc, which excludes interest costs not directly associated with net debt. This measure is presented to assess and monitor the relative cost of
financing for South West Water.
2023
£m
2022
1
£m
Net finance costs before non-underlying items (note 8) 136.6 93.7
Remove: net finance income before non-underlying items not associated with South West Water
Limited’s group of companies 8.7 6.7
Net finance costs before non-underlying items associated with South West Water
Limited’s group of companies 145.3 100.4
Net interest on retirement benefit obligations associated with South West Water
Limited’s group of companies 1.6 0.2
Capitalised interest (note 8) 5.0 1.3
Net finance costs for effective interest rate calculation 151.9 101.9
Group net debt / (cash) (opening) (note 38) 2,682.9 (64.3)
Remove: opening net debt not associated with South West Water Limited’s group of companies (43.8) 2,658.5
Opening net debt for calculation 2,639.1 2,594.2
Group net debt / (cash) (opening) (note 38) 2,965.4 2,682.9
Remove: closing net debt not associated with South West Water Limited’s group of companies (100.1) (43.8)
Closing net debt for calculation 2,865.3 2,639.1
Average net debt (opening net debt + closing net debt divided by 2) 2,752.2 2.616.7
Effective interest rate (%) 5.5 3.9
1. 2021/22 water business comparator of 3.7% re-analysed to provide comparative performance under post-integration South West Water Limited group of companies’ structure
Effective cash cost of interest
Effective cash cost of interest for South West Water Limited’s group of companies is based on the effective interest cost calculation above, but
excludes finance costs that are not paid in cash, but accrete to the carrying value of debt (principally the inflationary impact of indexation on index-
linked debt).
2023
£m
2022
£m
Net finance costs for effective interest rate calculation (as above) 151.9 101.9
Remove non-cash interest accrued (income statement indexation charge) (66.8) (35.7)
Net finance costs for effective cash cost of interest calculation 85.1 66.2
Opening net debt (as above) 2,639.1 2,594.2
Closing net debt (as above) 2,865.3 2,639.1
Average net debt (opening net debt + closing net debt divided by 2) 2,752.2 2.616.7
Effective cash cost of interest (%) 3.1 2.5
Pennon Group plc | Annual Report and Accounts 2023 221
Strategic Report Governance Financial Statements Other information
Underlying interest cover
Underlying net finance costs (excluding pensions net interest cost) divided by operating profit before non-underlying items.
2023
£m
2022
£m
Net finance costs after non-underlying items (note 8) 136.6 93.7
Net interest on retirement benefit obligations (note 8) 2.0 0.6
Net finance costs for interest cover calculation 138.6 94.3
Operating profit before non-underlying items (see ‘Underlying earnings’ above) 153.1 237.2
Interest cover (times) 1.1 2.5
EBITDA dividend cover
Underlying EBITDA for the Group divided by proposed combined interim and final dividends.
2023
£m
2022
£m
Underlying EBITDA (see ‘Underlying earnings’ above) 307.8 383.9
Proposed dividends (note 12) 111.7 102.0
EBITDA dividend cover (times) 2.8 3.8
Group dividend cover
Proposed dividends divided by profit for the year before non-underlying items and deferred tax.
2023
£m
2022
£m
Proposed dividends (note 12) 111.7 102.0
Profit for the year attributable to ordinary shareholders 0.1 15.4
Deferred tax charge before non-underlying items (note 9) (0.9) 8.9
Non-underlying items after tax in profit for the year (note 6) 20.0 114.1
Adjusted profit for dividend cover calculation 19.2 134.8
Dividend cover (times) 0.2 1.4
Capital investment
Property, plant and equipment and intangible asset additions. The measure is presented to assess and monitor the total capital investment by
the Group.
2023
£m
2022
£m
Additions to property, plant and equipment (note 17) 353.7 237.3
Additions to intangible assets (note 16) 4.6 3.6
Capital investment 358.3 240.9
Capital payments
Payments for property, plant and equipment (PPE) and intangible asset additions, net of proceeds from sale of PPE and intangible assets. The measure
is presented to assess and monitor the net cash spend on PPE and intangible assets.
2023
£m
2022
£m
Cash flow statements: purchase of property, plant and equipment 326.6 225.6
Cash flow statements: purchase of intangible assets 4.6 3.4
Cash flow statements: proceeds from sale of property, plant and equipment (0.7) (1.4)
Capital payments relating to the Group 330.5 227.6
Alternative performance measures continued
222 Annual Report and Accounts 2023 | Pennon Group plc
Return on capital employed
The total of underlying operating profit divided by capital employed (net debt plus total equity invested). An average value for this metric is part of the
long-term incentive plan for Directors under the 2020 LTIP award.
2023
£m
2022
1
£m
Capital employed (opening):
Net debt (note 38) 2,682.9 2,198.6
Total equity invested (notes 33, 34, 35) 551.9 250.9
Opening capital employed for return on capital employed calculation 3,234.8 2,449.5
Capital employed (closing):
Net debt (note 38) 2,965.4 2,233.8
Total equity invested (notes 33, 34, 35) 554.2 295.9
Closing capital employed for return on capital employed calculation 3,519.6 2,529.7
Underlying operating profit (see ‘Underlying earnings’ above) 153.1 214.5
Capital employed for return on capital employed calculation (opening capital
employed + closing capital employed divided by 2) 3,377.2 2,486.6
Return on capital employed (%) 4.5 8.6
1. 2022 presentation reflects South West Water return on capital employed, re-analysed on an average capital employed basis
Return on Regulated Equity (RoRE)
This is a key regulatory metric which represents the returns to shareholders expressed as a percentage of regulated equity.
Returns are made up of a base return (set by Ofwat, the water business regulator, at c.3.9% for South West Water and c.4.4% for Bristol Water for the
period 2020-25) plus totex outperformance, financing outperformance and ODI outperformance. Returns are calculated post tax and post sharing (only
a proportion of returns are attributed to shareholders and shown within RoRE). The three different types of return calculated and added to the base
return are:
Totex outperformance – totex is defined below and outperformance is the difference between actual reported results for the regulated business
compared to the Final Determination (Ofwat published document at the start of a regulatory period), in a constant price base
Financing outperformance – is based on the difference between a companys actual effective interest rate compared with Ofwat’s allowed cost
of debt
ODI outperformance – the net reward or penalty a company earns based on a number of different key performance indicators, again set in the
Final Determination.
Regulated equity is a notional proportion of regulated capital value (RCV which is set by Ofwat at the start of every five-year regulatory period,
adjusted for actual inflation). For 2020-25, the notional equity proportion is 40.0%.
References are made to Ofwat RoRE and Watershare RoRE which utilise differing inflation assumptions and the disclosure of tax.
Further information on this metric can be found in South West Water and Bristol Water’s annual performance report and regulatory reporting, published
in July each year.
Totex
Operating costs and capital expenditure of the regulated water and wastewater business (based on the Regulated Accounting Guidelines).
Outcome Delivery Incentives (ODIs)
ODIs are designed to incentivise companies to deliver improvements to service and outcomes based on customers’ priorities and preferences. If a
company exceeds these targets a reward can be earned through future higher revenues. If a company fails to meet them, they can incur a penalty
through lower future allowed revenues.
Regulatory Capital Value (RCV)
RCV has been developed for regulatory purposes and is primarily used in setting price limits.
RCV is widely used by the investment community as a proxy for the market value of the regulated business and forms part of covenant debt limits.
Shadow RCV reflects the addition of anticipated regulatory adjustments which amend RCV at the end of a regulatory period. These changes are
accrued due to performance through ODIs, changes in levels of totex expenditure, changes in inflation rates and other regulatory adjustments.
Pennon Group plc | Annual Report and Accounts 2023 223
Strategic Report Governance Financial Statements Other information
Five-year financial summary
Continuing operations
1
Total Group
2023
£m
2022
£m
2021
£m
2020
£m
2020
£m
2019
£m
Income statement
Revenue before non-underlying items 825.0 792.3 644.6 636.7 1,389.9 1,478.2
Operating profit before non-underlying items 153.1 237.2 215.3 245.5 361.5 351.0
Net finance costs before non-underlying items (136.6) (93.7) (58.3) (62.5) (88.7) (83.2)
Share of profit in joint ventures 0.3 14.8 12.4
Profit before tax and non-underlying items 16.8 143.5 157.0 183.0 287.6 280.2
Net non-underlying items before tax (25.3) (15.8) (24.9) 10.1 13.9 (19.9)
Taxation charge 8.9 (112.1) (24.8) (70.6) (95.2) (37.7)
Profit for the year 0.4 15.6 107.3 122.5 206.3 222.6
Attributable to:
Ordinary shareholders of the parent 0.1 15.4 107.5 116.6 200.4 214.3
Perpetual capital security holders 7.0 7.0 8.6
Non-controlling interests 0.3 0.2 (0.2) (1.1) (1.1) (0.3)
Dividends proposed/declared 111.7 102.0 91.8 184.3 184.3 172.7
Earnings per ordinary share (basic):
From continuing and discontinuing operations
Earnings per share 4.9p 25.5p 27.7p 47.7p 51.1p
Deferred tax before non-underlying items (0.3p) 2.6p 1.6p 2.4p 7.9p 3.1p
Non-underlying items (net of tax) 7.6p 36.5p 4.8p 5.3p 6.9p 3.6p
Non-controlling interests’ share of non-underlying items (0.2p) (0.2p)
Adjustment for full year depreciation charge in the Disposal
Group (0.6p)
Proportional adjustment on perpetual capital returns
Earnings per share before non-underlying and deferred tax 7.3p 44.3p 31.9p 35.2p 61.7p 57.8p
Declared dividends per share 42.73p 38.53p 21.74p 43.77p 43.77p 41.06p
2023
£m
2022
£m
2021
£m
2020
£m
2019
£m
Capital expenditure
Acquisitions (including investment in joint ventures) 425.1 54.8
Property, plant and equipment 353.7 237.3 168.3 326.8 387.2
Balance sheet
Non-current assets 4,743.0 4,527.0 3,277.1 3,226.0 5,364.5
Net current assets
2
87.0 389.5 2,919.1 2,595.8 583.9
Non-current liabilities (3,704.8) (3,641.9) (3,211.4) (4,109.7) (4,268.6)
Net assets 1,125.2 1274.6 2,984.8 1,712.1 1,679.8
Number of employees (average full time equivalent for year)
Water 2,639 2,394 1,745 1,623 1,616
Waste management 2,986 3,426
Non-household retail 158 177 160 143 104
Other businesses 67 65 82 101 93
2,864 2,636 1,987 4,853 5,239
1. Continuing operations comparative values for 2020 and 2021 are presented excluding discontinued operations following the sale of Viridor (with associated assets held for sale at
March 2021, resulting in no ‘Total Group’ comparative for this period). Results for 2022 and 2023 reflect the current Group totals, but remain classified as ’Continuing operations’ in
this table for comparative purposes.
2. Net current assets for 2020 includes assets held for sale of £2,675.3 million and liabilities directly associated with assets classified as held for sale of £756.3 million.
224 Annual Report and Accounts 2023 | Pennon Group plc
Glossary
C-MeX customer measure of experience, a mechanism to incentivise water companies to provide an excellent customer experience
for residential customers, across both the retail and wholesale parts of the value chain
CPI consumer price index, a measure of inflation in a representative sample of retail goods and services using a geometric mean
and excluding e.g. housing costs
CPIH consumer price index, a measure of inflation in a representative sample of retail goods and services using a geometric mean,
including owner occupiers’ housing costs
DNV an independent management consultancy specialising in technical assurance in the utility sector
EBITDA earnings before interest, tax, depreciation and amortisation
ESG environmental, social and governance
Fair Tax Mark an independent certification scheme which recognises organisations that demonstrate they are paying the right amount
of corporation tax at the right time. In December 2018, Pennon became the first water services and waste management utility
to receive it (see page 47)
GHG greenhouse gases (see page 67)
HomeSafe our health & safety improvement programme (see page 34 and 35)
K7 the current regulatory price review period
KPI key performance indicator, our measures of business performance against the key targets monitored by Board and Pennon
Executive (see page 17)
LTIFR lost time injury frequency rate
ODI outcome delivery incentives, 15 of which are common across all water companies while others are bespoke to South West
Water (see page 17)
Ofwat The Water Services Regulation Authority, or Ofwat, is the body responsible for economic regulation of the privatised water
and sewerage industry in England and Wales
ROCE return on capital employed
RoRE return on regulated equity
RPI retail price index, a measure of inflation in a representative sample of retail goods and services using an arithmetic mean
STEM science, technology, engineering and mathematics
Sustainable Financing
Framework
the way we link financial impacts with sustainability impacts; the Framework aligns with the Green Bond Principles, the Social
Bond Principles and the Green Loan Principles (see page 48)
TCFD Task force on climate-related financial disclosures
Totex total expenditure
TUPE Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended
WaterShare the programme through which we shared the benefits of outperformance against our 2015-20 business plan targets with
water customers
WaterShare+ the enhanced benefit sharing mechanism introduced for water customers under our 2020-25 New Deal business plan
(see page 27)
WaterShare+
Advisory Panel
established to protect the interests of our customers. The Panel provides an independent review of our business plan
commitments and Board pledges.
Pennon Group plc | Annual Report and Accounts 2023 225
Strategic Report Governance Financial Statements Other information
Shareholder information
Financial calendar, including Dividend Reinvestment Plan (DRIP) alternative
Financial year end 31 March
Full Year Results 2022/23 01 June 2023
Annual Report and Accounts Published 19 June 2023
Annual General Meeting 2023 20 July 2023
Ordinary shares quoted ex-dividend 20 July 2023*
Record date for final dividend 21 July 2023*
Final date for receipt of DRIP applications 10 August 2023*
Final dividend payment date 04 September 2023*
Trading Statement
PR24 - Spotlight presentation and Q&A
05 October 2023
05 October 2023
Half Year Results 2023/24 29 November 2023
Ordinary shares quoted ex-dividend 25 January 2024
Record date for interim dividend 26 January 2024
Final date for receipt of DRIP applications 15 March 2024
Trading Statement 28 March 2024
Interim dividend payment date 05 April 2024
Full Year Results 2023/24 21 May 2024
* Subject to obtaining shareholder approval at the 2023 Annual General Meeting.
Shareholder analysis at 31 March 2023
Number of holding of shares
Number of
shareholders
% of total
shareholders
% of ordinary
shares
1-100 2,651 17.15 0.03
101-1,000 7,561 48.91 1.39
1,001-5,000 4,334 28.04 3.45
5,001-50,000 649 4.198 2.97
50,001-100,000 70 0.453 1.96
100,001+ 194 1.663 90.20
15,459
Number of
accounts
% of total
accounts
% of total
shares
Individuals 14,706 91.2090 6.3889
Companies 656 4.2434 82.7438
Trust companies (pension funds etc.) 6 0.0388 0.0041
Banks and nominees 91 0.2458 8.4790
15,459
Major shareholdings
Investors who have notified interests in the issued share capital of the Company pursuant to the Financial Conduct Authority’s Disclosure Guidance
and Transparency Rules are as follows. This includes all notifications up to 30 May 2023 (being a date not more than one month prior to the date of the
Company’s Notice of Annual General Meeting).:
Number of
voting rights
(direct and
indirect)
% of voting
rights
Date
notified
BlackRock Inc 16,413,878 5.82 25 /08/21
Lazard Asset Management LLC 13,443,374 5.076 18/05/22
Pictet Asset Management 13,035,981 4.989 24/02/23
Impax Asset Management 12,663,862 4.736 16/02/22
226 Annual Report and Accounts 2023 | Pennon Group plc
Registrar
All enquiries concerning shareholdings including notification of change
of address, loss of a share certificate or dividend payments should
be made to the Company’s registrar, Link Asset Services, who can
be contacted as follows:
Link Asset Services
Pennon Group Share Register 10th Floor
Central Square
29 Wellington Street Leeds
LS1 4DL
Telephone: 0371 664 9234 (calls are charged at standard geographic
rate and will vary by provider).
Lines are open 8.30am-5.30pm Monday-Friday, excluding public holidays
in England and Wales.
Overseas telephone: +44 371 664 9234
(calls outside the United Kingdom will be charged at the applicable
international rate).
Email: pennon@linkgroup.co.uk
Website: www.signalshares.com
ShareGift service
Through ShareGift, an independent charity share donation scheme,
shareholders who only have a small number of shares with a value that
makes it uneconomical to sell them can donate such shares to charity.
Donations can be made by completion of a simple share transfer form
which is available from the Company’s registrar, Link Asset Services,
or by contacting ShareGift on 020 7930 3737 (www.sharegift.org).
Individual savings accounts
Shareholders may gain tax advantages by holding their shares in the
Company in an Individual Savings Account (ISA).
Dividend Reinvestment Plan (DRIP)
Subject to obtaining shareholder approval at the 2023 Annual General
Meeting for the payment of a final dividend for the year ended
31 March 2023, full details of the DRIP and how to participate will
be published on the Company’s website at www.pennon-group.co.uk/
dividends/dividend-reinvestment-plan-drip.
The full timetable for offering the DRIP is given opposite.
The DRIP provides shareholders with an opportunity to invest the cash
dividend they receive on their Pennon Group plc shares to buy further
shares in the Company at preferable dealing rates.
Corporate information
Registered office
Peninsula House Rydon Lane Exeter
Devon EX2 7HR
Company registration number: 2366640
Company Secretary
Andrew Garard
Corporate brokers
Barclays Bank PLC
Morgan Stanley & Co. International plc
Independent auditors
Ernst & Young LLP
Online portfolio service
The online portfolio service provided by Link Asset Services gives
shareholders access to more information on their investments. Details
of the portfolio service are available online at www.signalshares.com.
Electronic communications
The Company has passed a resolution which allows it to communicate
with its shareholders by means of its website.
Shareholders currently receiving a printed copy of the annual report
who now wish to sign up to receive all future shareholder
communications electronically can do so by registering with
Link Asset Services’ share portal.
Go to http://www.signalshares.com to register, select ‘Account
Registration’ and then follow the on-screen instructions by inputting
your surname, your Investor Code (which can be found on your proxy
form) and your postcode, as well as entering an email address and
selecting a password.
By registering to receive your shareholder communications
electronically, you will also automatically receive your dividend
confirmations electronically.
Electronic proxy voting
Pennon encourages the use of electronic proxy voting and no longer
provides paper proxy forms alongside the AGM Notice. We believe that
is both more efficient and consistent with our important environmental
sustainability responsibilities and objectives.
You may register your proxy votes via www.signalshares.com.
Registering your vote electronically is entirely secure and ensures the
privacy of your personal information. Alternatively, if you wish to vote
by post you may request a hard copy proxy form by contacting our
registrar, Link Asset Services. Contact details are provided above.
Pennon’s website
http://www.pennon-group.co.uk provides news and details of the
Company’s activities plus links to its subsidiaries’ websites.
The Investor Information section contains up-to-date information
for shareholders including detailed share price information, financial
results, dividend payment dates and amounts, and stock exchange
announcements. There is also a comprehensive shareholder services
section which includes information on buying, selling and transferring
shares, and how to notify a change in personal circumstances, for
example, a change of address.
Beware of share fraud
The following is taken from the ScamSmart section of the Financial
Conduct Authority’s website (www.fca.org.uk/scamsmart).
Fraudsters use persuasive and high-pressure tactics to lure investors
into scams. They may offer to sell shares that turn out to be worthless
or non-existent, or to buy shares at an inflated price in return for an
upfront payment.
While high profits are promised, if you buy or sell shares in this way you
will probably lose your money.
Pennon Group plc | Annual Report and Accounts 2023 227
Strategic Report Governance Financial Statements Other information
How to avoid share fraud
Keep in mind that firms authorised by the Financial Conduct Authority
(FCA) are unlikely to contact you out of the blue with an offer to buy
or sell shares.
Do not get into a conversation; note the name of the person and firm
contacting you and then end the call.
Check the Financial Services Register from http://www.fca.org.uk to see
if the person and firm contacting you is authorised by the FCA.
Beware of fraudsters claiming to be from an authorised firm, copying
its website or giving you false contact details.
Use the firm’s contact details listed on the Register if you want to
call it back.
Call the FCA on 0800 111 6768 if the firm does not have contact
details on the Register or you are told they are out of date.
Search the FCA Warning List of unauthorised firms at
www.fca.org.uk/scamsmart.
Consider that if you buy or sell shares from an unauthorised firm you
will not have access to the Financial Ombudsman Service or Financial
Services Compensation Scheme. Seek impartial advice from a financial
adviser before you make an investment.
Remember: if it sounds too good to be true, it probably is!
5,000 people contact the Financial Conduct Authority about share fraud
each year, with victims losing an average of £20,000.
Report a scam
If you are approached by fraudsters, please tell the FCA using the
share fraud reporting form at http://www.fca.org.uk/scams where you
can findout more about investment scams. You canalso call the FCA
Consumer Helpline on 0800 111 6768.
If you have already paid money to share fraudsters you can report this
at any time toAction Fraud using their Online Fraud ReportTool at
www.actionfraud.police.uk/reporting-fraud-and-cyber-crime or by calling
0300 123 2040.
Shareholder information continued
228 Annual Report and Accounts 2023 | Pennon Group plc
Pennon Group plc
Peninsula House
Rydon Lane
Exeter
Devon
England EX2 7HR
www.pennon-group.co.uk
Registered in England & Wales
Registered Number: 2366640