TIDMPNN

RNS Number : 9837R

Pennon Group PLC

03 July 2020

PENNON GROUP PLC

PUBLICATION OF ANNUAL REPORT AND ACCOUNTS 2020

In compliance with Listing Rule 9.6.1 Pennon Group Plc (the "Company") announces that the following document has been submitted to the Financial Conduct Authority electronically via the National Storage Mechanism and will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

   --    Annual Report and Accounts 2020 

The Annual Report and Accounts 2020 may also be viewed on the Company's website at www.pennon-group.co.uk

The Company will hold its 2020 Annual General Meeting ("AGM") at Peninsula House, Rydon Lane, Exeter, United Kingdom, EX2 7HR at 1pm on Friday 31 July 2020. Due to the ongoing COVID-19 pandemic and the restrictions placed on physical public gatherings, it is expected that the meeting will be held as a closed meeting. Further information will be provided in the Notice of AGM, which will be issued to shareholders shortly.

The following information in the Appendix to this announcement is as set out in the Company's Annual Report and Accounts 2020. It should be read in conjunction with the Company's Full Year Results announcement released on 4 June 2020 which included a set of consolidated financial statements, a fair review of the development and performance of the business and the position of the Company and its main trading subsidiary companies. Together these documents constitute the information required by Disclosure and Transparency Rule 6.3.5.

Simon Pugsley

Group General Counsel & Company Secretary

3 July 2020

APPIX

Principal risks and uncertainties

The Group's business model exposes the business to a variety of external and internal risks influenced by the potential impact of macro political, economic and environmental factors.

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.

The Group's principal risks have been reviewed and updated to reflect the transfer of risks associated with waste activities as a result of the proposed sale of Viridor, which has received shareholder and European Commission approval. This has resulted in the removal or reassessment of a number of the Group's principal risks when compared with previous annual reports, reflecting the focus of the Group on its water and wastewater businesses.

Britain's exit from the European Union

Prior to Britain's exit from the EU, detailed contingency plans had been established and tested to mitigate against potential issues that may have occurred in the event of a no-deal scenario. Negotiations on a future trading agreement between Britain and the EU is ongoing and continues to be closely monitored.

The impact of any agreement on the Group's operations and processes will be fully evaluated as further detail is confirmed. In the event that no agreement is reached, and trade arrangements revert to World Trade Organization (WTO) rules, existing contingency plans will ensure that the Group is well prepared to mitigate against any short-term impact that is likely to arise from this scenario.

Impact of COVID-19

The Board recognise the significant impact that COVID-19 has had globally and within the UK. In response to the current situation the UK Government has designated key worker status to our frontline operational water and waste activities. In order to continue delivering the expected levels of service to our stakeholders we have reviewed our processes and ways of working and drawn on our resilience and continuity plans, while continuing to prioritise the health, safety and wellbeing of our employees and customers which remains paramount during this period. We also continue to work closely with our key stakeholders and peers including local resilience forums, Water UK, Ofwat and Defra ensuring a joined up and collaborative response. Both the Pennon Executive and Pennon Board continue to receive regular updates on the Group's response.

To date, our business has remained broadly resilient to the immediate risks that have been presented by COVID-19. It is likely, however, that there will be ongoing restrictions in place during 2020/21, which could provide continued challenges to the delivery of our key operational activities. Medium-term response planning has been undertaken to establish strategies to mitigate these risks where possible, which has considered a range of potential scenarios and been informed by actions taken by other countries impacted by the pandemic. These plans will continue to be reviewed and updated as further Government and Public Health guidance is provided.

The principal risks detailed below have been assessed applying the Group's impact and likelihood methodology, separately identifying both the underlying risk assessment prior to the onset of the COVID-19 virus and the assessment of risk reflecting the potential impact of COVID-19. The commentary for individual principal risks also provides further detail on additional mitigation steps that have been taken in response to this event.

The Directors confirm that during 2019/20 they have carried out a robust assessment of current and emerging risks facing the Group. The assessment of the Group's principal risks has considered the impact on its business model, future performance, solvency and liquidity. These principal risks have been considered in preparing the viability statement on page 68.

 
 
  Strategic impact - long-term priorities 
  affected 
-------------------------------------------------------------------------- 
1                    2               3 
Leadership           Cost base       Sustainable 
 in UK                efficiency      growth 
 infrastructure 
------------------  --------------  -------------------------------------- 
Risk level 
Green            Amber          Red 
Low              Medium         High      Increasing   Stable   Decreasing 
 
 

Law, regulation and finance

 
                                                                                     Net risk 
Principal                                                           Net risk          (including 
 risk              Strategic impact        Mitigation                (pre-COVID-19)   COVID-19)   Risk appetite 
                   ======================  =======================  ===============  ===========  ==================== 
A: Changes         Long-term priorities    The General Election in  Green            Amber        We recognise 
 in Government      affected:              December 2019 has                                       that Government 
 policy             1,2                    provided                                                policy evolves. 
                    Changes in             greater certainty over                                  The Group 
                    Government             Government                                              seeks to 
                    policy may             policy, with the                                        minimise 
                    fundamentally          current                                                 potential 
                    impact our             UK Government                                           risk and 
                    ability to             supportive                                              maximise 
                    deliver the            of the existing                                         opportunities 
                    Group's strategic      regulatory                                              through 
                    priorities             model. We continue to                                   regular 
                    impacting shareholder  engage                                                  engagement, 
                    value.                 with MPs, all political                                 communication 
                                           stakeholders, customers                                 and robust 
                                           and wider stakeholders,                                 scenario 
                                           both directly and via                                   planning. 
                                           Water 
                                           UK, demonstrating the 
                                           value 
                                           received from our 
                                           operational 
                                           performance and 
                                           continued 
                                           investment in the 
                                           network 
                                           infrastructure. 
                                           The UK Government has 
                                           also 
                                           committed to the GBP50 
                                           Government 
                                           contribution made to 
                                           household 
                                           customers of South West 
                                           Water being retained 
                                           for 
                                           2020/21. 
                                           The speed at which 
                                           action 
                                           announced by the 
                                           Government 
                                           in response to 
                                           COVID-19, 
                                           including changes to 
                                           restrictions 
                                           and ongoing support to 
                                           the 
                                           economy, presents 
                                           challenges 
                                           in ensuring the impact 
                                           to 
                                           the business is 
                                           minimised. 
=================  ======================  =======================  ===============  ===========  ==================== 
B: Regulatory      Long-term priorities    Greater certainty over   Green            Amber        We accept 
 reform             affected:              reform                                                  that regulatory 
                    1,2                    of the regulatory                                       reform occurs 
                    Reform of the          framework                                               and seek 
                    regulatory             has been provided                                       to leverage 
                    framework may          through                                                 opportunities 
                    result in changes      the announcement of                                     where possible 
                    to the Group's         South                                                   and minimise 
                    priorities             West Water's Final                                      the negative 
                    and the service        Determination                                           impact of 
                    we provide             for the 2020-25                                         regulatory 
                    to our customers.      regulatory                                              reform by 
                    It may have            period. Both South West                                 targeting 
                    a significant          Water and Pennon Water                                  changes 
                    impact on our          Services                                                which are 
                    performance            maintain ongoing                                        NPV neutral 
                    which can impact       dialogue                                                over the 
                    shareholder            directly with                                           longer term 
                    value.                 regulators                                              to protect 
                                           and through sector-wide                                 customer 
                                           forums and engage fully                                 affordability 
                                           with consultations and                                  and shareholder 
                                           proposed                                                value. 
                                           reforms of the 
                                           regulatory 
                                           frameworks. 
                                           A number of temporary 
                                           regulatory 
                                           changes have been 
                                           introduced 
                                           in response to 
                                           COVID-19; 
                                           in particular in 
                                           respect 
                                           of the water retail 
                                           market, 
                                           including wholesaler 
                                           support. 
                                           The speed at which 
                                           these 
                                           changes are being 
                                           introduced 
                                           has impacted on the 
                                           ability 
                                           to fully consult with 
                                           regulators 
                                           and increases the 
                                           possibility 
                                           that these changes are 
                                           detrimental 
                                           to the Group's 
                                           activities. 
=================  ======================  =======================  ===============  ===========  ==================== 
C: Compliance      Long-term priorities    The Group operates       Green            Amber        The Group 
 with laws          affected:              within                                                  has the 
 and regulations    1,2                    robust and mature                                       highest 
                    The Group is           regulatory                                              standards 
                    required to            frameworks ensuring                                     of compliance 
                    comply with            compliance                                              and has 
                    a range of             with Ofwat, Environment                                 no appetite 
                    regulated and          Agency and other                                        for legal 
                    non-regulated          relevant                                                or regulatory 
                    laws and regulations   requirements. These                                     breaches. 
                    across our             frameworks 
                    businesses.            are subject to regular 
                    Non-compliance         review 
                    with one or            by South West Water, 
                    a number of            Pennon 
                    these may result       Water Services and the 
                    in financial           Pennon 
                    penalties,             Executive. 
                    a negative             Compliance with the 
                    impact on our          regulatory 
                    ability to             framework has become 
                    operate effectively    more 
                    and reputational       complex as a result of 
                    damage.                a 
                                           number of temporary 
                                           changes 
                                           introduced by our 
                                           regulators 
                                           in response to 
                                           COVID-19. 
                                           All regulatory changes 
                                           are 
                                           subject to detailed 
                                           review 
                                           and, where necessary, 
                                           internal 
                                           processes, systems and 
                                           controls 
                                           are revised to ensure 
                                           compliance. 
                                           The Group also 
                                           maintains 
                                           a comprehensive 
                                           internal 
                                           framework to ensure 
                                           compliance 
                                           with corporate laws and 
                                           regulations. This is 
                                           reinforced 
                                           through key policies 
                                           such 
                                           as the Group's Code of 
                                           Conduct, 
                                           supply chain code of 
                                           conduct 
                                           and anti-slavery 
                                           policy. 
                                           Additionally, the 
                                           Group's 
                                           Speak Up whistleblowing 
                                           process allows any 
                                           concerns 
                                           to be raised 
                                           confidentially 
                                           and dealt with through 
                                           appropriate 
                                           investigations. 
=================  ======================  =======================  ===============  ===========  ==================== 
D: Maintaining     Long-term priorities    The Group has mature     Green            Green        The Group 
 sufficient         affected:              treasury,                                               operates 
 finance            1,3                    funding and cash flow                                   a prudent 
 and funding,       Failure to             arrangements                                            approach 
 within our         maintain funding       in place and the impact                                 to our financing 
 debt covenants,    requirements           of political, economic                                  strategy 
 to meet            could lead             and                                                     in order 
 ongoing            to additional          regulatory risks on the                                 to ensure 
 commitments        finance costs          Group's financing                                       our funding 
                    and put our            commitments                                             requirements 
                    growth agenda          and cash flow is                                        are fully 
                    at risk. Breach        regularly                                               met. 
                    of covenants           reviewed by Pennon 
                    could result           Executive 
                    in the requirement     and the Board. 
                    to repay certain       The Group has GBP1.6 
                    debt.                  billion 
                                           of cash and committed 
                                           facilities 
                                           providing liquidity and 
                                           ensuring South West 
                                           Water 
                                           is prefunded into the 
                                           next 
                                           regulatory period. 
                                           During 2019/20 GBP840 
                                           million 
                                           of new or renewed 
                                           funding 
                                           was entered into, 
                                           including 
                                           GBP245 million of 
                                           funding 
                                           through the Sustainable 
                                           Funding Framework for 
                                           South 
                                           West Water. 
                                           The strength of our 
                                           position 
                                           provides the Group with 
                                           added resilience in the 
                                           event of volatility 
                                           which 
                                           may arise as a result 
                                           of 
                                           COVID-19. 
=================  ======================  =======================  ===============  ===========  ==================== 
E: Non-compliance  Long-term priorities    The effective            Red              Red          The Group 
 or occurrence      affected:              management                                              has no appetite 
 of an avoidable    1,2,3                  of health & safety                                      for health 
 health &           A breach of            risks                                                   & safety-related 
 safety incident    health & safety        continues to be a                                       incidents 
                    law could lead         priority                                                and has 
                    to financial           for the Board and                                       the highest 
                    penalties,             Pennon                                                  standards 
                    significant            Executive.                                              of compliance 
                    legal costs            During the year there                                   within the 
                    and damage             has                                                     Group, contractors, 
                    to the Group's         been two fatalities                                     partners 
                    reputation.            that                                                    and other 
                                           have occurred in the                                    third parties. 
                                           delivery 
                                           of our activities. Both 
                                           incidents are deeply 
                                           tragic 
                                           and full and thorough 
                                           root 
                                           cause analysis has been 
                                           undertaken to identify 
                                           additional 
                                           actions required to 
                                           prevent 
                                           such incidents from 
                                           occurring 
                                           again alongside 
                                           additional 
                                           training and system 
                                           upgrades. 
                                           During the year the 
                                           Group 
                                           progressed the full 
                                           roll-out 
                                           of HomeSafe across the 
                                           Group, 
                                           which has contributed 
                                           to 
                                           a lost time injury 
                                           frequency 
                                           rate of 0.9, a further 
                                           improvement 
                                           on prior year and the 
                                           Group 
                                           remains on track to 
                                           achieve 
                                           its LTIFR target of 0.5 
                                           by 2025. 
                                           In response to COVID-19 
                                           additional safety 
                                           measures 
                                           have been introduced to 
                                           ensure that key 
                                           activities 
                                           across the Group can 
                                           continue 
                                           to be performed safely, 
                                           in line with Government 
                                           and public health 
                                           guidance. 
                                           This includes remote 
                                           working, 
                                           social distancing and 
                                           the 
                                           provision of additional 
                                           hygiene and appropriate 
                                           personal protective 
                                           equipment 
                                           (PPE). 
                                           The easing of 
                                           Government 
                                           restrictions continues 
                                           to 
                                           be carefully reviewed 
                                           to 
                                           ensure the Group's 
                                           activities 
                                           can continue to be 
                                           delivered 
                                           safely and Government 
                                           and 
                                           public health guidance 
                                           will 
                                           continue to be 
                                           stringently 
                                           followed. 
=================  ======================  =======================  ===============  ===========  ==================== 
F: Tax compliance  Long-term priorities    The Group continues to   Green            Green        The Group 
 and contribution   affected:              achieve                                                 ensures 
                    2                      the Fair Tax Mark; an                                   full compliance 
                    Non-compliance         independent                                             with HMRC 
                    may result             certification scheme,                                   requirements 
                    in financial           which                                                   and will 
                    penalties,             recognises                                              not enter 
                    legal costs            organisations                                           into artificial 
                    and reputational       that demonstrate they                                   tax arrangements 
                    damage. Furthermore,   are                                                     or take 
                    the perception         paying the right amount                                 an aggressive 
                    that Pennon's          of corporation tax in                                   stance in 
                    overall tax            the                                                     the interpretation 
                    contribution           right place, at the                                     of tax legislation. 
                    is inadequate          right 
                    could have             time. 
                    a detrimental          The Group have an 
                    impact on the          experienced 
                    reputation             and professionally 
                    of the Group.          qualified 
                                           in-house tax team 
                                           supported, 
                                           where necessary, by 
                                           external 
                                           specialists. 
                                           Senior accounting 
                                           officers 
                                           are required to review 
                                           and 
                                           declare annually the 
                                           effectiveness 
                                           of tax-related internal 
                                           controls within their 
                                           respective 
                                           area of responsibility. 
                                           Discussions continued 
                                           with 
                                           HMRC regarding the 
                                           agreement 
                                           of uncertain tax items 
                                           in 
                                           order to enable the 
                                           finalisation 
                                           of tax returns. 
=================  ======================  =======================  ===============  ===========  ==================== 
G: Failure         Long-term priorities    The Group has an         Amber            Amber        The Group 
 to pay all         affected:              experienced                                             will ensure 
 pension            2                      in-house Pensions team                                  that all 
 obligations        The Group could        who                                                     obligations 
 as they            be called upon         also engage                                             are met 
 fall due           to increase            professional                                            in full 
 and increased      funding to             advisers to manage the                                  but seeks 
 costs to           reduce the             pension                                                 to manage 
 the Group          deficit, impacting     scheme's investment                                     this without 
 should the         our cost base.         strategy,                                               unnecessary 
 deferred                                  ensuring the scheme can                                 increased 
 pension                                   pay its obligations as                                  costs to 
 scheme deficit                            they                                                    the Group. 
 increase                                  fall due. 
                                           The triennial 2019 
                                           valuation 
                                           of the Group's 
                                           principal 
                                           pension scheme has 
                                           recently 
                                           been completed, with a 
                                           recovery 
                                           plan to return to full 
                                           funding 
                                           on a technical 
                                           provisions 
                                           basis by March 2022. In 
                                           addition, the Group has 
                                           sought to support the 
                                           scheme 
                                           through the 
                                           acceleration 
                                           of contributions of 
                                           GBP17 
                                           million during the 
                                           year. 
                                           The Group is currently 
                                           consulting 
                                           on potential changes to 
                                           its pension scheme 
                                           arrangements 
                                           including closure to 
                                           future 
                                           accrual of the main 
                                           scheme 
                                           which, if implemented, 
                                           will 
                                           be effective from July 
                                           2020. 
=================  ======================  =======================  ===============  ===========  ==================== 
 

Market and economic conditions

 
                                                                                        Net risk 
Principal         Strategic                                            Net risk          (including 
 risk              impact               Mitigation                      (pre-COVID-19)   COVID-19)   Risk appetite 
                  ====================  =============================  ===============  ===========  ================= 
H: Non-recovery   Long-term             South West Water has mature    Green            Red          While seeking 
 of customer       priorities           and embedded debt collection                                  to minimise 
 debt              affected:            strategies which has                                          non-recoverable 
                   1,2,                 continued                                                     debt, we 
                   Potential            to deliver improved                                           recognise 
                   impact on            collection                                                    customer 
                   revenue as           rates and decreased debt                                      affordability 
                   a result of          exposure during the year.                                     challenges 
                   reduced customer     The collection of debt within                                 and the 
                   debt collection,     Pennon Water Services has                                     inability 
                   particularly         also improved during the                                      to disconnect 
                   with regards         year.                                                         household 
                   to vulnerable        The potential impact of                                       customers 
                   customers            COVID-19 could place                                          results 
                   and affordability.   affordability                                                 in a residual 
                                        pressure on both our domestic                                 risk of 
                                        and business retail customers                                 uncollectable 
                                        negatively impacting on                                       debt remaining. 
                                        collection rates and debt 
                                        exposure. Measures introduced 
                                        by regulators within the 
                                        retail water market, 
                                        including 
                                        the deferral of payments 
                                        to wholesalers, may also 
                                        impact on immediate debt 
                                        levels. 
                                        We have worked proactively 
                                        with our customers, 
                                        identifying 
                                        and contacting those most 
                                        in need and supporting them 
                                        in the most appropriate 
                                        way. This has included 
                                        automatically 
                                        extending social tariffs 
                                        and payment plans for our 
                                        domestic customers. 
                                        Additional short-term 
                                        flexibility, 
                                        requested by our regulators, 
                                        has already been incorporated 
                                        within our collection 
                                        processes 
                                        for both our domestic and 
                                        retail water businesses. 
================  ====================  =============================  ===============  ===========  ================= 
I: Macroeconomic  Long-term             The Group has a dedicated      Amber            Amber        The Group 
 risks impacting   priorities           procurement function                                          seeks to 
 inflation,        affected:            supported                                                     take well-judged 
 commodity         3                    by established processes                                      and informed 
 and power         Changes such         to ensure the quality of                                      decisions 
 prices            as currency          provision and price for                                       while ensuring 
                   exchange movements,  goods and services procured.                                  plans are 
                   tariffs and          There remains the potential                                   in place 
                   volatility           for increased costs arising                                   to mitigate 
                   within the           from COVID-19 due to demand                                   the potential 
                   energy markets       and exchange rate volatility                                  impact of 
                   could increase       for the limited goods                                         macroeconomic 
                   the Group's          purchased                                                     risks. 
                   cost base.           from outside the UK, in 
                                        particular chemicals, which 
                                        increases risk in this area. 
                                        Energy usage is minimised 
                                        and where possible on-site 
                                        renewable generation schemes 
                                        are implemented to reduce 
                                        the requirement to purchase 
                                        electricity from the grid. 
                                        Despite the current 
                                        volatility 
                                        experienced within the spot 
                                        market, partly as a result 
                                        of COVID-19, medium-term 
                                        electricity markets are 
                                        relatively stable and South 
                                        West Water had hedged the 
                                        majority of wholesale power 
                                        costs for the first two 
                                        years of the new regulatory 
                                        period. 
================  ====================  =============================  ===============  ===========  ================= 
 

Operating performance

 
                                                                                       Net risk 
Principal                                                             Net risk          (including 
 risk                 Strategic impact        Mitigation               (pre-COVID-19)   COVID-19)   Risk appetite 
                      ======================  ======================  ===============  ===========  ================== 
J: Poor               Long-term priorities    The increased           Amber            Amber        The Group 
 operating            affected:               frequency                                              seeks to 
 performance          1                       and impact of extreme                                  reduce both 
 due to extreme       Failure of              weather                                                the impact 
 weather              our assets              exposes our assets to                                  and likelihood 
 or climate           to cope with            risk,                                                  through 
 change               extreme weather         while there continues                                  long-term 
                      conditions              to                                                     planning 
                      may lead to             be a reduced appetite                                  and forecasting 
                      an inability            for                                                    to ensure 
                      to meet our             reduced performance                                    that sufficient 
                      customers'              arising                                                measures 
                      needs, environmental    from such incidents                                    are in place 
                      damage, additional      from                                                   to mitigate 
                      costs and reputational  the regulator and our                                  the impact 
                      damage.                 stakeholders.                                          of extreme 
                                              The Group seeks to                                     weather 
                                              mitigate                                               and climate 
                                              this risk proactively                                  change on 
                                              through                                                our operations. 
                                              a planned capital 
                                              investment 
                                              programme as well as 
                                              established 
                                              emergency resources 
                                              and 
                                              contingency planning. 
                                              As part of the risk 
                                              management 
                                              process the Group also 
                                              performs 
                                              horizon scanning on 
                                              the 
                                              longer-term impacts of 
                                              climate 
                                              change on its 
                                              operations. 
                                              Further improvement in 
                                              South 
                                              West Water's 
                                              resilience 
                                              is a key focus within 
                                              the 
                                              next regulatory 
                                              period. 
                                              A Director of 
                                              Resilience 
                                              has been appointed 
                                              during 
                                              the year to lead this 
                                              workstream. 
====================  ======================  ======================  ===============  ===========  ================== 
K: Poor               Long-term priorities    Despite the retail      Green            Amber        The Group 
 service               affected:              water                                                  continually 
 and/or increased      1,3                    market continuing to                                   seeks to 
 competition           Poor customer          remain                                                 increase 
 leading               service has            highly competitive,                                    customer 
 to loss               a direct impact        Pennon                                                 satisfaction 
 of customers          on the ability         Water Services has a                                   and maximise 
                       of Pennon Water        knowledgeable                                          customer 
                       Services to            key account team to                                    retention 
                       retain and             support                                                while taking 
                       grow market            customers. The                                         well informed 
                       share.                 business                                               risk to 
                                              has strategically                                      develop 
                                              targeted                                               further 
                                              high-consumption                                       markets 
                                              customers                                              and offerings. 
                                              to maintain market 
                                              share. 
                                              As a result of 
                                              restrictions 
                                              imposed in response to 
                                              COVID-19 
                                              a proportion of Pennon 
                                              Water 
                                              Services' customers 
                                              have 
                                              temporarily ceased 
                                              operating. 
                                              If these businesses 
                                              are 
                                              unable or choose not 
                                              to 
                                              resuming trading 
                                              following 
                                              the easing of 
                                              restrictions 
                                              this could result in 
                                              overall 
                                              attrition to the 
                                              customer 
                                              base. Regular contact 
                                              and 
                                              communication is being 
                                              maintained 
                                              with customers to 
                                              support 
                                              them during this 
                                              period. 
====================  ======================  ======================  ===============  ===========  ================== 
L: Business           Long-term priorities    South West Water has    Amber            Amber        The Group 
 Interruption          affected:              mature                                                 operates 
 or significant        1,3                    processes in place for                                 a low tolerance 
 operational           Operational            the                                                    for significant 
 failures/             failure in             management of their                                    operational 
 incidents             our water business     assets                                                 failure 
                       could mean             which is done through                                  and seeks 
                       that we are            a                                                      to mitigate 
                       unable to supply       programme of                                           these risks 
                       clean water            sophisticated                                          where possible. 
                       to our customers       planned and preventive 
                       or provide             maintenance 
                       safe wastewater        and effective 
                       processes.             management 
                       This has a             of stores. 
                       direct impact          In the event of a 
                       on the successful      significant 
                       delivery of            incident South West 
                       the PR19 business      Water 
                       plan.                  maintains detailed 
                                              contingency 
                                              plans and incident 
                                              management 
                                              procedures which are 
                                              regularly 
                                              reviewed. 
                                              Existing processes 
                                              have 
                                              been extensively 
                                              reassessed 
                                              in light of the 
                                              potential 
                                              impact of COVID-19 and 
                                              appropriate 
                                              measures and actions 
                                              have 
                                              been introduced, 
                                              working 
                                              with the wider water 
                                              sector 
                                              and our key strategic 
                                              partners, 
                                              to ensure the 
                                              continued 
                                              delivery of our 
                                              highest 
                                              priority activities. 
                                              This 
                                              has included new 
                                              working 
                                              processes, adjusted 
                                              shift 
                                              patterns and enhanced 
                                              operational 
                                              cover to provide added 
                                              resilience. 
                                              These actions have 
                                              been 
                                              effective to date in 
                                              ensuring 
                                              the resilience of our 
                                              operations, 
                                              however, the potential 
                                              ongoing 
                                              impact of COVID-19 on 
                                              our 
                                              business will continue 
                                              to 
                                              remain a risk. 
====================  ======================  ======================  ===============  ===========  ================== 
M: Difficulty         Long-term priorities    The Group's HR          Amber            Amber        While turnover 
 in the recruitment,   affected:              Strategy                                               of employees 
 retention             1,2,3                  continues to be                                        does occur 
 and development       Failure to             embedded                                               we ensure 
 of appropriate        have a workforce       across the                                             the appropriate 
 skills required       of skilled             organisation                                           skills and 
 to deliver            and motivated          in order to continue                                   experience 
 the Group's           individuals            to                                                     is in place 
 strategy              will detrimentally     attract, retain and                                    with succession 
                       impact all             develop                                                plans providing 
                       of our strategic       our employees.                                         adequate 
                       priorities.            Succession                                             resilience. 
                       We need the            plans remain in place 
                       right people           for 
                       in the right           senior and other key 
                       places to innovate,    positions 
                       share best             while the Group 
                       practice, deliver      recruited 
                       synergies and          an additional 191 new 
                       move the Group         apprentices 
                       forward.               during the year. 
                                              There are also various 
                                              engagement 
                                              forums across the 
                                              Group 
                                              which provide 
                                              opportunities 
                                              for employees to 
                                              regularly 
                                              discuss business 
                                              priorities 
                                              and challenges with 
                                              business 
                                              leaders. 
                                              The impact of these 
                                              initiatives 
                                              is measured through 
                                              the 
                                              results of the most 
                                              recent 
                                              Great Places to Work 
                                              Best 
                                              Workplace Survey which 
                                              showed 
                                              an improved Trust 
                                              Index 
                                              score of 63% and 
                                              maintained 
                                              last year's engagement 
                                              score 
                                              of 68%. We also 
                                              achieved 
                                              our highest ever 
                                              participation 
                                              rate at 83%, 
                                              demonstrating 
                                              employees value this 
                                              mechanism 
                                              for feedback. 
                                              During COVID-19 we 
                                              have 
                                              refocused our 
                                              resources 
                                              where appropriate to 
                                              essential 
                                              parts of our business 
                                              and 
                                              not furloughed any 
                                              employees. 
                                              To date there has been 
                                              no 
                                              immediate impact of 
                                              COVID-19 
                                              on the ability to 
                                              attract 
                                              and retain necessary 
                                              skills 
                                              within the Group. It 
                                              is 
                                              recognised that there 
                                              may 
                                              be longer-term 
                                              challenges 
                                              and action is underway 
                                              to 
                                              minimise the impact of 
                                              these. 
====================  ======================  ======================  ===============  ===========  ================== 
N: Non-delivery       Long-term priorities    The regulatory          Amber            Red          The Group 
 of regulatory         affected:              framework                                              is committed 
 outcomes              1,2,3                  has been in place                                      to achieving 
 and performance       South West             since                                                  all of our 
 commitments           Water's Regulatory     1 April 2015 and South                                 performance 
                       Outcomes and           West                                                   commitments 
                       performance            Water has delivered                                    over the 
                       commitments            cumulative                                             length of 
                       cover key strategic    net ODI rewards of                                     each regulatory 
                       focus areas.           GBP13.3                                                period. 
                       Non-delivery           million during                                         Where performance 
                       against these          2015-20.                                               in an individual 
                       could result           The ODI regime in the                                  year falls 
                       in financial           2020-25                                                below expectation 
                       penalties being        regulatory period is                                   we implement 
                       applied as             more                                                   action plans 
                       well as reputational   stretching with the                                    and targeted 
                       damage to the          overall                                                interventions 
                       Group.                 reward/penalty range                                   to ensure 
                                              more                                                   performance 
                                              penal.                                                 returns 
                                              While South West Water                                 to committed 
                                              has                                                    levels. 
                                              used the fast-track 
                                              status 
                                              awarded by Ofwat to 
                                              commence 
                                              early roll-out of key 
                                              projects 
                                              and initiatives, the 
                                              impact 
                                              of COVID-19 could 
                                              present 
                                              additional medium-term 
                                              challenges 
                                              that impact on the 
                                              ability 
                                              to deliver the 
                                              required 
                                              step change and 
                                              outperform 
                                              the agreed performance 
                                              commitments. 
                                              Alternative strategies 
                                              and 
                                              ways of working are 
                                              being 
                                              developed which seek 
                                              to 
                                              ensure the continued 
                                              delivery 
                                              of performance 
                                              commitments 
                                              into the future. 
====================  ======================  ======================  ===============  ===========  ================== 
 

Business systems and capital investment

 
                                                                          Net risk     Net risk 
Principal                                                                  (pre         (including 
 risk                Strategic impact       Mitigation                     COVID-19)    COVID-19)    Risk appetite 
                    =====================  ============================  ===========  ============  ================== 
O: Failure           Long-term priorities   All capital projects are      Green        Green         The Group's 
 or increased         affected:             subject to a robust                                       investment 
 cost of              1,3                   business                                                  activities 
 capital              Inability to          case process which includes                               are taken 
 projects/exposure    successfully          challenge and risk                                        on an informed 
 to contract          deliver on            modelling                                                 basis with 
 failures             our capital           of key assumptions.                                       risks weighed 
                      programme may         Projects                                                  against 
                      result in increased   are delivered using skilled                               appropriate 
                      costs and delays      project management resource                               returns. 
                      and detrimentally     complemented by senior 
                      impacts our           oversight 
                      ability to            and leadership. 
                      provide top           The scheduling of a number 
                      class customer        of projects for the 2020-25 
                      service and           regulatory period have been 
                      achieve our           advanced and agreements 
                      growth agenda.        are in place with strategic 
                                            partners who will support 
                                            the delivery of the capital 
                                            programme. 
                                            The impact of COVID-19 has 
                                            seen further strain placed 
                                            on the financial health 
                                            of key contractors and 
                                            supply 
                                            chain partners. There is 
                                            regular engagement and 
                                            communication 
                                            with our supply chain and 
                                            early intervention is taken 
                                            where necessary. 
                                            Medium-term restrictions, 
                                            which could include 
                                            continued 
                                            social distancing or 
                                            restricted 
                                            travel, could also impact 
                                            on the costs and timescales 
                                            in delivering these 
                                            projects. 
==================  =====================  ============================  ===========  ============  ================== 
P: Failure           Long-term priorities   The Group operates a mature   Amber        Amber         We seek 
 of information       affected:             and embedded governance                                   to minimise 
 technology           1                     framework over the IT                                     the risk 
 systems,             Failure of            environment                                               of informational 
 management           our information       and South West Water holds                                technology 
 and protection       technology            the ISO 27001                                             failure 
 including            systems, due          accreditation.                                            and cyber 
 cyber risks          to inadequate         There has been a                                          security 
                      internal processes    significant                                               threats 
                      or external           increase in the number of                                 to the lowest 
                      cyber threats         employees working remotely                                level without 
                      could result          as result of COVID-19,                                    detrimentally 
                      in the business       which                                                     impacting 
                      being unable          has placed additional                                     on business 
                      to operate            strain                                                    operations. 
                      effectively           on the capacity of our 
                      and the corruption    systems. 
                      or loss of            Additional bandwidth and 
                      data. This            licences have been procured 
                      would have            and IT systems have 
                      a detrimental         remained 
                      impact on our         resilient during this 
                      customers and         period. 
                      result in financial   Disaster recovery plans 
                      penalties and         are in place for corporate 
                      reputational          and operational technology, 
                      damage for            which have been updated 
                      the Group.            to reflect the impact of 
                                            COVID-19. 
                                            During this period there 
                                            has also been an increase 
                                            in the volume and 
                                            sophistication 
                                            of cyber threats. These 
                                            risks are mitigated by a 
                                            strong preventive and 
                                            detective 
                                            information security 
                                            framework 
                                            aligned to guidance issued 
                                            by the National Cyber 
                                            Security 
                                            Centre (NCSC). 
                                            South West Water also 
                                            continues 
                                            to progress actions to meet 
                                            the requirements of the 
                                            Network and Information 
                                            Systems (NIS) directive 
                                            with activities aligned 
                                            to the priorities 
                                            identified 
                                            by the Drinking Water 
                                            Inspectorate. 
==================  =====================  ============================  ===========  ============  ================== 
 

Statement of Directors' responsibilities

(This statement is extracted from the governance section of the Annual Report 2020 and page numbers referred to are those in the Annual Report 2020.)

The Directors are responsible for preparing the annual report, the Directors' remuneration report and the 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 prepared the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU).

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 and then apply them consistently 
   --    Make judgements and accounting estimates which are reasonable and prudent 

-- State whether applicable IFRSs as adopted by the EU have been followed, subject to any material departures disclosed and explained in the financial statements. The Directors confirm that they have complied with the above requirements in preparing the financial statements.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company'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 financial statements and the Directors' remuneration report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the International Accounting Standards Regulation. 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.

Each of the Directors, whose names and functions are listed on pages 76 and 77, confirms that, to the best of his or her knowledge:

(i) The financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit of the Group and of the Company.

(ii) The strategic report (pages 1 to 69 and 121) and the Directors' report, include a fair review of the development and performance of the business during the year and the position of the Company and the Group at the year end, together with a description of the principal risks and uncertainties they face.

(iii) Following receipt of advice from the Audit Committee, the annual report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the shareholders to assess the Group's position and performance, business model and strategy.

The Directors are responsible for the maintenance and integrity of the Company's website www.pennon-group.co.uk.

Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Related party transactions

(The following is Note 44 to the Financial Statements set out in the Annual Report 2020.)

During the year Group companies entered into the following transactions with joint ventures who are not members of the Group. The year end balances as at 31 March 2020 with joint ventures are included within assets held for sale (see note 46 for further details).

 
                                               2020   2019 
                                               GBPm   GBPm 
============================================  =====  ===== 
Sales of goods and services 
--------------------------------------------  -----  ----- 
INEOS Runcorn (TPS) Limited                    18.2   16.6 
============================================  =====  ===== 
Purchase of goods and services 
--------------------------------------------  -----  ----- 
Lakeside Energy from Waste Limited             12.8   12.4 
--------------------------------------------  -----  ----- 
INEOS Runcorn (TPS) Limited                     8.3    7.1 
--------------------------------------------  -----  ----- 
Dividends received 
--------------------------------------------  -----  ----- 
Lakeside Energy from Waste Holdings Limited     6.0    5.5 
============================================  =====  ===== 
 

Year-end balances

 
                                                        2020   2019 
                                                        GBPm   GBPm 
=====================================================  =====  ===== 
Receivables due from related parties 
-----------------------------------------------------  -----  ----- 
Lakeside Energy from Waste Limited (loan balance)        7.1    7.7 
-----------------------------------------------------  -----  ----- 
INEOS Runcorn (TPS) Limited (loan balance)              59.5   65.0 
=====================================================  =====  ===== 
                                                        66.6   72.7 
=====================================================  =====  ===== 
Lakeside Energy from Waste Limited (trading balance)     1.0    1.0 
-----------------------------------------------------  -----  ----- 
INEOS Runcorn (TPS) Limited (trading balance)            1.2    1.8 
=====================================================  =====  ===== 
                                                         2.2    2.8 
=====================================================  =====  ===== 
Payables due to related parties 
-----------------------------------------------------  -----  ----- 
Lakeside Energy from Waste Limited (trading balance)     1.1    0.9 
-----------------------------------------------------  -----  ----- 
INEOS Runcorn (TPS) Limited (trading balance)            1.7    3.2 
=====================================================  =====  ===== 
                                                         2.8    4.1 
=====================================================  =====  ===== 
 

The GBP66.6 million (2019 GBP72.7 million) receivable relates to loans to related parties due for repayment in instalments between 2018 and 2033. Interest is charged at an average of 13.0% (2019 13.0%).

Company

The following transactions with subsidiary undertakings occurred in the year:

 
                                                     2020   2019 
                                                     GBPm   GBPm 
==================================================  =====  ===== 
Sales of goods and services (management fees)        17.9   19.7 
==================================================  =====  ===== 
Purchase of goods and services (support services)     0.6    2.0 
==================================================  =====  ===== 
Interest receivable                                  43.4   43.3 
==================================================  =====  ===== 
Interest payable                                      0.1    0.1 
==================================================  =====  ===== 
Dividends received                                  335.6  196.7 
==================================================  =====  ===== 
 

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

 
                                                  2020     2019 
                                                  GBPm     GBPm 
=============================================  =======  ======= 
Receivables due from subsidiary undertakings 
---------------------------------------------  -------  ------- 
Loans                                          1,225.6  1,044.6 
=============================================  =======  ======= 
Trading balances                                  16.0     19.9 
=============================================  =======  ======= 
 

Interest on GBP591.8 million of the loans has been charged at fixed rates during the year with an average effective rate of 4% (2019 GBP499.8 million charged at 5%), and on GBP591.8 million at an average effective rate of three-month LIBOR plus 2.6% (2019 GBP499.8 million charged at 12-month LIBOR + 2.2%). Interest on GBP16.0 million (2019 GBP18.1 million) has been charged at a fixed rate of 6.0%. These loans are due for repayment in instalments over the period 2021 to 2045.

Interest on GBP13.0 million (2019 GBP13.5 million) of the loans has been charged at a fixed rate of 5.0%. Interest on GBP13.0 million (2019 GBP13.5 million) of the loans has been charged at 12-month LIBOR + 3.0%. These loans are due for repayment in instalments over a five-year period following receipt of a request to repay.

No material expected credit loss provision has been recognised in respect of loans to subsidiaries (2019 GBPnil).

 
                                           2020   2019 
                                           GBPm   GBPm 
========================================  =====  ===== 
Payables due to subsidiary undertakings 
----------------------------------------  -----  ----- 
Loans                                     284.4  283.9 
========================================  =====  ===== 
Trading balances                            9.1   14.3 
========================================  =====  ===== 
 

The loans from subsidiary undertakings are unsecured and interest-free without any terms for repayment.

3 July 2020

www.pennon-group.co.uk

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