TIDMCPI
23 April 2018
Capita plc
(the "Company")
Annual Financial Report
In compliance with Disclosure and Transparency Rule 4.1, the Company announces
the publication of its Annual Financial Report for the year ended 31 December
2017. Pursuant to Listing Rule 9.6.1, a copy of this document has been
submitted to the National Storage Mechanism and will shortly be available for
inspection at http://www.hemscott.com/nsm.do. The document is also available on
the Company's website: www.capita.com.
Additional Information
A condensed set of the Company's financial statements and information on
important events that have occurred during the financial year and their impact
on the financial statements, were included in the preliminary results
announcement released on 23 April 2018. That information, together with the
information set out below, which is extracted from the Annual Report and
Accounts 2017, is provided in accordance with Disclosure and Transparency Rule
6.3.5. This information should be read in conjunction with the Company's
preliminary results announcement. This announcement is not a substitute for
reading the full Annual Report and Accounts 2017.
Principal Risk Categories
Our Risk Framework is based around 22 risk categories against which our
businesses measure their risk exposure and report on incidents and issues. The
'critical' risk exposures from this level are reported directly to the Audit
and Risk Committee to provide direct line of sight, even if the risk exposures
themselves are not 'material' at Group level. To provide more focused detail on
the risks that may impact the strategic objectives of Capita, the Board has
defined 13 corporate risks (into which are mapped each of the 22 wider risks)
and these are reported on at every Executive Risk Committee and then on to the
Audit and Risk Committee. These corporate risks represent the principal risks
to the objectives of Capita plc. Of these, five Principal Risks are recognised
as having the ability to cause significant damage to Capita's value in the
event they crystallise in a severe, rapid and uncontrolled manner. These are:
- a significant failure in systems and controls;
- a lack of financial stability;
- a significant failure in information security controls;
- a major disruption to our operational IT; and
- significant legal/regulatory actions.
The remaining eight Principal Risks tend to cause issues over a longer term and
hence may have an impact on profitability. These are:
- a failure to meet financial expectations;
- a failure to innovate;
- the impact of business complexity;
- the impact of political/client strategy risk;
- the impact of reputational risk;
- ineffective talent management;
- inadequate acquisition, contracting and delivery management; and
- a failure to deliver the planned transformation plan.
Our Principal Risk Outlook
Capita is not risk averse, but it seeks to better oversee and manage those
Principal Risk exposures which arise in the pursuit of its objectives. During
2017, we have seen emerging risks around the challenges in our diverse IT
estate and greater regulatory and legal pressures with the introduction of
General Data Protection Regulation (GDPR) and new Tax Evasion legislation. The
finalisation of the FCA investigation into the historic operation of the
Connaught Fund crystallised a long standing regulatory risk.
In addition, the Audit and Risk Committee has increased its focus on these key
operational risks, seeking better information on the levels of risk exposure
and, importantly, testing the robustness of management plans to mitigate
exposures that are deemed out of tolerance. This includes more in-depth reviews
of the level of IT resilience across Capita and the arrangements for managing
disruptive events through Business Continuity/Disaster Recovery planning.
Further focus was also taken on the arrangements to meet key regulatory changes
such as the new EU Anti-Money Laundering Directive and GDPR.
Transformation risk is also identified as one of the principal risks and
uncertainties which the Board will focus on in 2018. It is critical that the
business successfully delivers the benefits of this plan put in place.
Notwithstanding these steps which we are taking, Capita will continue to have
notable residual risk exposures in key risk areas. A number are linked to our
recovery plans and will be monitored by the Board closely including:
- Financial stability - until the Rights Issue announced in 2018 is
successfully completed, Capita will carry significant financial risk.
- Strategy - the failure to develop and agree on a clear and sustainable
strategy could weaken the confidence of investors and threaten the future
growth prospects of the Company.
- Transformation plan - the failure to deliver the planned transformation of
the business would threaten future growth and success.
- Cost competitiveness - without matching our cost base to match industry
peers, our ability to strengthen profitability will be impacted.
In addition to these recovery risks, there are further risks which the Board
will continue to assess as to whether the risk/reward profile of the impacted
businesses/services is acceptable and in our shareholders' interest. Where it
feels that the residual risk is incompatible with our stated strategy and
attractiveness of the returns available, the Board will take action to reduce
or remove its exposure accordingly.
The risk areas of notable residual risk which Capita will carry are:
- Business complexity - Capita has grown rapidly through acquisitions and
contract wins. Poor integration discipline has created undue complexity and
cost as well as less than optimal delivery outcomes in some areas.
- Regulatory risk - the provision of services to and in the regulated Financial
Services sector in the UK & Ireland.
- Information security risk - given we are a data-led organisation, we have
stewardship over significant amounts of personal and commercial data.
- Operational IT risk - where the pace of change in technology across a diverse
estate can lead to complexities, risk and adverse outcomes in any cases of
major failure.
- Reputational risk - outsourcing is increasingly facing a more hostile
reputational profile, particularly in the public sector.
- Political risk - the changing view of public sector outsourcing and
complexities of balancing the transformation challenges in this sector with the
contractual requirements being delivered out of government. Also the ongoing
uncertainty over the final shape of the UK's trading relationship with the EU
after Brexit.
Operational Risk
1. Significant failures in internal systems of control
Description
A material failure in the control frameworks around our business processes
which results in operational incidents, causing unanticipated and significant
financial loss or service detriment to our clients or end customers.
2017 Developments and Outlook
Capita operates control frameworks designed to minimise the risk of
unanticipated operational failure, financial loss or damage to our reputation.
Our overall assessment is that the risk has increased, due to the need to
develop further our corporate risk framework (see above), strengthen the
business' own attestation of controls and issues in the consistency of Business
Continuity/Disaster Recovery controls identified during the year.
During 2017, we have also experienced two unconnected frauds which, whilst not
material in quantum to the Company, have identified control weaknesses in the
businesses affected. These are both continuing to be investigated.
2. Failures in information security controls
Description
The appropriate protection of Capita's customer and corporate data is not only
subject to greater legislative scrutiny, it is central to services we provide
and any significant failures in this could lead to material costs, damage to
our reputation and loss of trust from our clients. A significant breach of
security could impact Capita's ability to operate and deliver against its
business objectives.
2017 Developments and Outlook
Capita employs detailed and extensive controls to secure its information
assets. These include, but are not limited to, physical and logical access
controls, appropriate encryption of data and communications and raising and
maintaining employee awareness of the threats. The 'cyber-threat' landscape is
widening and Capita, like many businesses has been exposed to incidents during
2017 such as the APT10 and 'wannacry' ransomware attacks. Whilst neither caused
significant impact, this enhanced inherent risk together with a need to
continually develop our control framework means this remains an increasing
corporate risk.
Board oversight in this area operates through the Group Security Risk Committee
which has considered our plans to improve staff training awareness, enhance our
threat awareness capability, invest in new technology and manage our data
retention effectively during 2017.
We are actively preparing for the introduction of GDPR in May 2018 given this
raises our inherent information security risk. Additional investment is planned
through 2018 to strengthen our information security control framework in tandem
with the GDPR work.
3. Increased business complexity
Description
The opportunity cost of a complex business structure and issues caused by a
lack of strategic focus can weaken our ability to exploit market potential.
This in turn threatens shareholder returns and value. In addition, any failure
to manage multiple complex contract requirements effectively can mean contract
benefits may not be fully realised, service delivery costs may increase, or
activities do not perform in line with expectations.
2017 Developments and Outlook
Even with our divisional restructure at the start of 2017, Capita had exposure
to an overly diverse set of markets and sectors. Jon Lewis has noted this led
to the business being potentially too widely spread, making it more challenging
to maintain a competitive advantage in every business and to deliver world
class services to our clients every time. The CEO review details the plan to
address this and bring strategic focus to our services and target markets.
Until that is delivered, Capita will continue to have an uncomfortable exposure
to a number of markets where we have not or cannot economically achieve scale.
In respect to complex contracts, Capita is not averse to seeking major
contracts with inherent complexity. But these come with inherent risk which
must be managed and during 2017 the NHS PCSE transformation continued to prove
challenging for Capita. In this case, actions have been taken to react to any
shortfalls to client expectations, but the work required has been greater than
expected at the outset. 2017 has seen the introduction of a new initiative to
better assess the levels of complexity and how best to address the 'unknowns'
in these complex transformation contracts, but the issues with the historic
portfolio are receiving remedial action as required.
4. Operational IT risk
Description
Capita is a technology-driven services company in that the majority of our
products and services are enabled by a resilient technical infrastructure. A
disruptive failure in Capita's key systems infrastructure could lead to a
failure of adequate service to our clients. In turn that means we may not meet
contractual obligations, cause detriment for end customers and lead to
consequent financial penalties and potential regulatory action.
2017 Developments and Outlook
During 2017, our systems have experienced isolated instances of short but
significant impact on IT operational stability. These occurred in one of our
legacy datacentres. The Board commissioned a review into this incident, which
did disrupt some services to clients over a limited period. It concluded that
historic investments to maintain service failed to fully address all of the
technical risks this legacy infrastructure contains. This has required
increased focus to address throughout 2017 and led this to assume a critical
risk in our reporting, but which is now subject to remediation plans which we
expect to see the residual risk to reduce through Q2 2018. The Board approved
an immediate programme of remedial works and has sought to accelerate its
consideration of a new IT strategy for its datacentre estate. Board and Audit
and Risk Committee meetings have prioritised reports and reviews on this matter
through the second half of 2017.
The conclusion of the strategy work will set a blueprint for the investment
Capita will make to deliver a more robust and secure IT infrastructure and data
network during 2018, which will support our growth and more resiliently
maintain service for existing clients.
5. Failure to effectively manage talent and human resources
Description
Failure to attract or retain the right people would limit Capita's ability to
deliver its business plan commitments and continue to grow.
2017 Developments and Outlook
Capita is a people business. The availability and competency of the right
talent is critical to Capita's ability to meet the needs of its stakeholders
and achieve its goals as a business. During 2017, Senior Talent attrition has
been uncomfortable given the uncertainty which has arisen during this
transitional phase. Organisation restructuring, cost efficiency and
productivity initiatives and uncertainty over performance bonuses have impacted
this group of employees.
Therefore, supporting future talent development and retention continues to be a
Board priority. The Board recruited a senior and experienced Talent Director in
2017 to recognise the investment we see as necessary in this field and they are
further bolstering their resource in this area. This new focus offers us the
opportunity to validate and endorse our existing initiatives such as our well
regarded 'Lead the Way' Graduate scheme and introduce our new 'Talent Hub'.
This aims to do a better job of recognising and promoting our talent from
within, showcasing roles and opportunities across the business, thus promoting
internal mobility and aiding retention. There has also been greater focus on
the development of clearly defined Capita 'Leadership Principles' which will
shape further initiatives during 2018 to strengthen our existing senior
management team and offer guiding points for those who aspire to progress to
that level.
The new Chief Executive Officer has expressed a priority in providing career
opportunities for talented people and plans significant work during 2018 to
achieve this. A Chief People Officer has been appointed to lead this work
joining Capita in April 2018.
See pages 23-24 of the 2017 Annual Report and Accounts for further information
on our people and talent.
6. Weaknesses in acquisition and contracting life cycle
Description
Capita acquisitions and client contracting fail to generate anticipated revenue
growth, synergies and/or cost savings.
2017 Developments and Outlook
During the year, we have been able to reflect on the efficacy of our
acquisition and integration processes. There have been a few isolated examples
where incomplete integration has caused consequent risk around performance and
systems and controls in these businesses. We recognise that the speed of
integration and desire to derive the full financial benefit of any acquisition
has, at times, led to certain steps not being prioritised. Some of these are
unavoidable, such as trying to implement our UK-based mandatory policies in
differing jurisdictions, others are not, such as moving acquired companies to
our core financial platforms in a timely manner.
As mentioned above (Internal business complexity), complex transformations that
have come with some new contracts have also proved challenging in 2017.
We have enhanced a number of key processes in this area during the year. First,
we have revisited and refreshed our Bids & Acquisition policies to better focus
our due diligence processes and will shortly be introducing a new Contract
Review Committee. Second, we have created a new approach which sees
transformation expertise embedded in the bidding teams earlier on in the
process, reporting separately on the robustness of any plans and costs prior to
contract signature. Third, we have introduced a new process to guide
acquisitions through the first year of Capita ownership, to ensure the
accountability and transparency that an effective integration process requires.
However, we believe further work will need to be undertaken to embed these and
consider other actions to manage this risk.
Compliance Risk
7. Legal/Regulatory risk
Description
Capita plc is subject to regulation primarily under UK legislation. The regimes
which apply to its business include, but are not limited to: financial
services, communication services, and energy market. Capita is also subject to
generally applicable legislation including, but not limited to: anti-bribery,
consumer protection, data protection and taxation. Failure to adhere to any of
its legal and regulatory requirements could lead to legal and regulatory
sanctions, redress costs, reputational risk and, ultimately, loss of licence or
barring from contracts..
2017 Developments and Outlook
During 2017, Capita closed out a number of historical legal and regulatory
issues. This included material litigation with The Co-operative Bank and
litigation in our Corporate Services business in Capita Asset Services. In
November, the Financial Conduct Authority (FCA) announced that it reached final
settlement with Capita Financial Managers, a subsidiary of Capita Asset
Services, in respect of historical issues arising from the operation of the
Connaught Income Series 1 Fund during 2008-2009.
The closure of these material cases and the disposal of the regulated
businesses within Capita Asset Services has reduced the risk profile in this
area. However, we recognise that our continued ability to operate and compete
effectively can be impacted adversely by new legislation, policies or
regulations. We work to identify and address our regulatory obligations and to
respond to emerging requirements. We see that there continues to be a continued
appetite by jurisdictions within which we operate to increase requirements on
what we call 'Corporate Conduct'. These can be loosely defined as developing
legal requirements and sanctions that are worded to bring the corporate into an
increased risk of action for its conduct and at times open it to criminal
proceedings.
For 2017, significant work has been undertaken to position ourselves for the
implementation of the GDPR, the Criminal Finances Act (introducing a criminal
offence of facilitating tax evasion) and the Prevention of Modern Slavery Act.
Working in highly-regulated sectors does mean a higher level of risk for
Capita. The steps outlined above help manage that risk but, as noted in the
introduction to this section, the Board will continually review the risks and
rewards which each sector and jurisdiction brings to the overall business.
Financial Risk
8. Failure to meet financial expectations
Description
Adverse performance against our stated business plans undermines investor
confidence and impacts the wider corporate position. Lower revenues and profits
can also erode our corporate position in the market and weaken our ability to
attract and retain the best talent.
2017 Developments and Outlook
The lower than predicted performance in 2016 indicated that the forecasting
processes used within the businesses were in need of refresh and the management
discipline in their execution required refocusing. There has been much work
carried out during 2017 to improve transparency of key financial metrics across
the businesses.
However, the update on the trading outlook in January 2018 revealed that
further improvements to the existing risk management framework and system are
required. The faster than anticipated speed in the crystallisation of financial
risks during late 2017 through to January 2018 highlighted that there has been
a weakness in the accuracy of forecasting and translation of financial risks in
the existing framework. Furthermore, the key strategic decisions made by the
Board, particularly around investing in our people, sales and our
transformation plan for the long-term benefit of the Group has also contributed
to the lower expected Group's underlying pre-tax profits than initially
predicted in December 2017.
An immediate learning point was that not all key financial risks were tracked
and measured in a disciplined manner, and more focus was given on strategic and
operational risks. Nonetheless, work had already been underway to improve the
robustness of the risk management framework and system, which include the
upgrade of our financial systems, processes and controls, introduction of
Monthly Performance Reviews, clearer financial KPIs at business and divisional
levels, a new Contract Review process for new business, more robust delivery
governance on critical and complex projects, and a shift to a five-year
planning range. We will continue to work on these areas in 2018.
In addition, we will ensure that all risks are equally measured and we will
strengthen the financial management controls around the financial risk
management process. We will also ensure that more onus is placed on the
business unit owners by developing a more formal Risk Control Self-Assessment
process and obtaining further assurance on their control effectiveness.
9. Lack of corporate financial stability
Description
The effective management of its financial exposures and access to finance is
central to preserving Capita's profitability and investors' confidence; the
absence of it would also impact our growth plans.
2017 Developments and Outlook
Following the deterioration in Capita's financial performance during 2016, we
sold the Capita Asset Services businesses, focused on expenses and cash
management so as to return the adjusted net debt: adjusted EBITDA ratio back
into Capita's then medium-term target ratio of 2.0 times to 2.5 times.
However, the new CEO, Jon Lewis, and the Board believe that a fundamental shift
to longer-term strategic planning is required. As part of the new strategy
launched, we have set a target range for leverage of 1.0x to 2.0x adjusted net
debt to adjusted EBITDA ratio. The transformation plan, which encompasses
strategy implementation, cost competitiveness, capital structure, targeted
investment, organisational alignment and re-igniting sales, has been put in
place to execute the new strategy. In the shorter term, our leverage will be
reduced by the net proceeds of the Rights Issue and by non-core disposals.
Strategic Risk
10. Failure to innovate
Description
The failure to identify emerging trends, developing consequent strategies and
making the most of market opportunities would impact the long-term
profitability of Capita. Major macroeconomic trends in key industries as well
as technological developments like robotics and automation need to be fully
understood and harnessed to deliver the growth to which we aspire.
2017 Developments and Outlook
Capita has always had technology at the heart of the solutions it offers its
clients, but the rate of change in areas like robotics and automation requires
greater investment and focus. We have set up an 'automation centre of
excellence' and built out a central technological solutions team. We have
recognised that we gain more through specialisation and therefore seek suitable
external technology partners rather than try and develop in-house. However, our
financial position has not allowed us to respond fast enough to shifting
markets and technological change and to keep us at the forefront of our
markets. There is still much to do to re-ignite our innovative edge as we are
uncomfortable with our current position. We need to be consistently better at
tracking the success of the initiatives outlined above and ensure where Capita
businesses have demonstrated market leading innovation, we are better at
sharing that best practice across the business and replicating success.
In addition, we need to be more innovative in our contractual dealings with
clients, both private and public, as expectations of business services
providers change in our core markets.
11. Adverse changes in national, international political landscape
Description
The political risks associated with operating across a broad number of
jurisdictions and markets can affect Capita's ability to manage or retain
interests in its business activities and could have a material adverse effect
on the profitability, or, in extreme cases, viability of one or more of its
services.
2017 Developments and Outlook
This is an increasing area of risk which the Board recognises requires careful
analysis and action. The UK political landscape continues to be volatile, a
situation which the 2017 General Election has clearly not remedied. This
political environment will continue to impact our public-sector pipeline as
well as our dealings with central government clients on existing contracts. We
recognise that some in the political spectrum do not favour private involvement
in the provision of public services. We believe that the best defence to this
argument is the consistent delivery of cost and quality effective contracts to
central and local government.
Until the final deal emerges on Brexit, we believe this topic will lead to
continued drag on our trading as clients themselves seek to delay potential
longer-term investment and purchasing decisions. There will also be impacts on
the limited number of Capita businesses using Financial Services passports and
the make-up of the labour market we source our talent from.
The impact of political risk is managed through maintaining a spread of
operating sectors and markets, continuous monitoring of key UK and
international policies, and dialogue with Government departments and trade
associations. Changes in our strategy will likely cause a review of our
activities in this area and lead to an increase in our participation in such
fora.
During 2018, Capita will continue to track the formation of the political and
associated settlement of how the UK exits the EU. We are also considering how
our remaining EU businesses (such as those in Ireland, Germany and Poland) can
leverage the opportunity.
12. Operational issues leading to reputational risk
Description
Capita's reputation, and that of our clients, could be damaged by a significant
adverse event leading to a loss of trust and confidence amongst our
stakeholders. The diversity of our markets and clients can widen that risk and
the increased use of social media alongside traditional media to highlight and
promote grievances and issues is appreciated by Capita.
2017 Developments and Outlook
2017 has seen a number of significant issues such as press concerns about TV
Licensing's officers' conduct, the efficacy of the NHS PCSE contract and
ongoing criticism about elements of the DWP PIP contract delivery. These have
been managed proactively together with the clients who we work in tandem with
to address any legitimate concerns and present factual responses to any
comment.
This has been aided by the close links between business units and our Press
Office, a willingness, where necessary, to undertake further investigation into
legitimate issues and remedy where these are proven. Management, PR and Group
Risk & Compliance work to identify and address issues as they are raised.
The residual level of reputational risk has increased and it has moved to a
point which is at the limit of our previously agreed tolerances. To address
this in 2018, the Board expects that it will take more active steps to balance
the degree to which there is acceptable reputational risk consistent with the
financial returns on offer in new contracts.
13. Transformation risk
Description
The transformation plan announced by Jon Lewis, Chief Executive Officer, on 31
January 2018 will, as described earlier in the report, reshape the Company to
address the known challenges. Given the importance of this and early stages of
the work, we have marked this as 'uncomfortable' until we have greater
visibility to its progress and execution.
2017 Developments and Outlook
The key elements of the transformation plan were identified in late 2017 with
the appointment of a Chief Transformation Officer but the bulk of the detailed
planning and execution will unfold during 2018.
Related party transactions
Compensation of key management personnel
2017 2016
GBPm GBPm
Short term employment benefits 11.3 11.1
Pension 0.2 0.3
Share based payments 0.1 0.8
Total 11.6 12.2
Gains on share options exercised in the year by Capita plc Executive Directors
were GBP0.7m (2016: GBP6.2m) and by key management personnel GBP0.2m (2016: GBP4.5m),
totalling GBP0.9m (2016: GBP10.7m).
During the year, the Group rendered administrative services to Smart DCC Ltd, a
wholly-owned subsidiary which is not consolidated (refer to note 36 of the 2017
Annual Report and Accounts). The Group received GBP55.5m (2016: GBP40.3m) of
revenue for these services. The services are procured by Smart DCC on an arm's
length basis under the DCC licence. The services are subject to review by
Ofgem to ensure that all costs are economically and efficiently incurred by
Smart DCC.
Capita Pension and Life Assurance Scheme is a related party of the Group.
Transactions with the Scheme are disclosed in note 34 - Employee benefits on
pages 154 to 159 of the 2017 Annual Report and Accounts.
The following companies are substantial shareholders in the Company and
therefore a related party of the Company (in each case, for the purposes of the
Listing Rules of the UK Listing Authority).
The number of shares held on 18 April 2018 was as below:
Shareholder No. of shares % of voting
rights
Veritas Asset Management LLP* 89,035,975 13.34
Woodford Investment Management LLP 66,758,754 10.00
Investec Asset Management Ltd 63,080,896 9.45
Invesco Ltd. 60,574,558 9.08
BlackRock, Inc. 44,104,108 6.61
Marathon Asset Management LLP 21,694,771 3.25
Vanguard Group 20,654,592 3.09
* This includes the holding of Veritas Funds PLC.
Responsibility Statement of Directors in respect of the annual financial
statements
The Directors confirm that, to the best of their knowledge:
a) The financial statements prepared in accordance with the applicable set of
accounting standards, give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company and the undertakings
included in the consolidation as a whole.
b) The Directors' report, including content by reference, includes a fair
review of the development and performance of the business and the position of
the Issuer and the undertakings included in the consolidation taken as a whole,
together with a description of the principal risks and uncertainties that they
face.
Directors' statement on the annual report
The Directors consider the annual report taken as a whole, to be fair, balanced
and understandable and that it provides the information necessary for the
shareholders to assess the Company's position and performance, business model
and strategy.
Forward-looking statement
The Directors present the annual report for the year ended 31 December 2017
which includes the strategic report, governance and audited accounts for this
year. Pages 1 to 89 of this annual report comprise a report of the Directors
that has been drawn up and presented in accordance with English company law and
the liabilities of the Directors in connection with that report shall be
subject to the limitations and restrictions provided by such law. Where we
refer in this report to other reports or material, such as a website address,
this has been done to direct the reader to other sources of Capita plc
information which may be of interest to the reader. Such additional materials
do not form part of the report.
Contact: Francesca Todd, Group Company Secretary, 020 7202 0641
END
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