responseability deliverability profitability sustainability - Mitie
responseability deliverability profitability sustainability - Mitie
responseability deliverability profitability sustainability - Mitie
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esponseability<br />
<strong>deliverability</strong><br />
<strong>profitability</strong><br />
<strong>sustainability</strong><br />
MITIE Group PLC Annual Report 2007
01 Responseability<br />
Why we succeed<br />
02 Deliverability<br />
What we do<br />
04 Profitability<br />
How we are doing<br />
06 Sustainability<br />
Chairman’s statement<br />
08 Chief Executive’s statement<br />
10 Strategy<br />
18 Operating review<br />
30 Finance Director’s statement<br />
33 Corporate responsibility<br />
36 Board of Directors<br />
37 Accounts
esponseability<br />
MITIE is able to succeed because of the ability<br />
of its people and their responsive approach to their<br />
customers. MITIE attracts people who want to work<br />
in an organisation that is filled with capable<br />
individuals who are allowed the freedom to make<br />
decisions to improve the services that are<br />
experienced by their customers. MITIE people<br />
are motivated by the opportunities that they have,<br />
whether from an equity stake, career progression<br />
or simply being part of a great responsible company.<br />
Everyone in MITIE is passionate about delivering<br />
the best possible service. Everyone knows that to stay<br />
ahead we need to work together, be flexible, smart<br />
and listen to our customers.<br />
It isn’t rocket science but it works.<br />
MITIE Group PLC Annual Report and Accounts 2007 1
<strong>deliverability</strong><br />
MITIE is passionate about delivering.<br />
Delivering quality services and what we promise<br />
to our customers has made MITIE one of the<br />
UK’s market leaders in delivering Facilities, Property<br />
and Engineering Services.<br />
Services<br />
Revenue<br />
Facilities Services<br />
£732.1m<br />
Catering<br />
Cleaning<br />
Document Management<br />
and Front of House Services<br />
Energy Services<br />
Engineering Maintenance<br />
Facilities Management<br />
Landscaping and Grounds Maintenance<br />
Pest Control<br />
Security<br />
Waste and Environmental Services<br />
Property Services<br />
£215.1m<br />
Building Refurbishment, Fit-Out<br />
and Maintenance<br />
Engineering Services<br />
£281.6m<br />
Mechanical and Electrical Engineering<br />
Total<br />
£1,228.8m
We deliver professional, flexible, cost-effective<br />
solutions, through our partnerships with clients.<br />
Our extensive range of Facilities, Property and<br />
Engineering Services is designed to maintain,<br />
manage and improve their buildings and<br />
surroundings. Whether procuring single,<br />
bundled or facilities management services<br />
our clients can be assured that we always<br />
deliver service with passion.<br />
Single services<br />
78% of our services are provided in single,<br />
stand alone contracts. We recognise that<br />
our customers want the best possible<br />
service from specialists in each area.<br />
Bundled services<br />
14% of our revenue comes from customers who<br />
want more than one MITIE service.They like the<br />
consistent approach, ethos and processes that<br />
comes from having a wider range of services<br />
provided by one company. They also like the<br />
opportunities for economies of scale.<br />
Facilities management<br />
In addition to pure service provision MITIE<br />
also provide the management and delivery<br />
of facilities services. Facilities management<br />
accounts for 8% of our revenues.
<strong>profitability</strong><br />
2007 2006 Growth Growth<br />
(£m) (£m) (£m) (%)<br />
Revenue on continuing operations 1,228.8 935.6 293.2 31.3%<br />
Operating profit before amortisation<br />
and integration costs 62.2 48.3 13.9 28.8%<br />
Operating profit before amortisation 59.9 48.3 11.6 24.0%<br />
Profit before tax 56.6 50.5 6.1 12.1%<br />
2007 2006 Growth Growth<br />
(p) (p) (p) (%)<br />
Earnings per share before amortisation<br />
and discontinued operations 12.3 10.6 1.7 16.0%<br />
Earnings per share before amortisation 12.3 9.9 2.4 24.2%<br />
Earnings per share 11.9 9.8 2.1 21.4%<br />
Dividend per share 5.1 4.3 0.8 18.6%<br />
4 MITIE Group PLC Annual Report and Accounts 2007
Revenue<br />
Operating profit<br />
before amortisation<br />
and integration costs<br />
Operating profit<br />
before amortisation<br />
Profit before tax<br />
(£m)<br />
565.8<br />
694.5<br />
799.7<br />
935.6<br />
1,228.8<br />
(£m) (£m) (£m)<br />
03<br />
04<br />
05<br />
06<br />
07<br />
Earnings per share<br />
before amortisation<br />
Earnings per share<br />
Dividend per share<br />
12.3<br />
11.9<br />
5.1<br />
1.9<br />
7.3<br />
32.6<br />
8.3<br />
8.8<br />
39.7<br />
9.9<br />
44.3<br />
6.5<br />
48.3<br />
7.6<br />
62.2<br />
8.8<br />
9.8<br />
2.5<br />
3.4<br />
4.3<br />
32.6<br />
38.7<br />
44.3<br />
48.3<br />
59.9<br />
31.8<br />
38.2<br />
47.9<br />
50.5<br />
56.6<br />
03 04 05 06 07 03 04 05 06 07 03 04 05 06 07<br />
Earnings per share<br />
before amortisation and<br />
discontinued operations<br />
(p)<br />
12.3<br />
(p) (p) (p)<br />
7.3<br />
8.3<br />
10.1<br />
10.6<br />
03 04 05 06 07 03 04 05 06 07 03 04 05 06 07<br />
03<br />
04<br />
05<br />
06<br />
07<br />
Note: 03 and 04 under UK GAAP, 2005 restated under IFRS.
<strong>sustainability</strong><br />
This has been a year of strong performance at MITIE and the<br />
Group is in great shape to sustain its excellent track record.<br />
The Group celebrates its 20th anniversary in May 2007, and<br />
over the past twelve months we have successfully managed<br />
the transition to a new senior management team under<br />
Chief Executive, Ruby McGregor-Smith.<br />
Chairman’s statement<br />
Ruby’s appointment marks a new era for the Group.<br />
She has clearly demonstrated her commitment to MITIE<br />
as well as the ability to take on this new role in her four<br />
years with the Company, firstly as Group Finance Director<br />
and latterly as Chief Operating Officer. Her new role as<br />
Chief Executive is providing important continuity and<br />
strong leadership for the Group.<br />
MITIE has a reputation for consistent sustainable growth.<br />
Our revenue and profit have grown in every one of our<br />
20 years, delivering an annual compound growth rate<br />
in revenue, both from acquisitions and organic growth,<br />
of 41.4% per annum. I am pleased that our record<br />
of growth continues.<br />
Results<br />
Revenue in the year to 31 March 2007 rose to £1,228.8m<br />
(2006: £935.6m), an increase of 31.3% on continuing<br />
operations, while profit before tax and intangible<br />
amortisation from continuing operations rose by 14.8%<br />
to £58.2m (2006: £50.7m). Profit before tax rose by 12.1%<br />
to £56.6m (2006: £50.5m). Basic earnings per share (EPS)<br />
increased by 21.4% to 11.9p (2006: 9.8p), while EPS<br />
pre-amortisation and discontinued activities rose<br />
by 16.0% to 12.3p (2006:10.6p).<br />
Dividend<br />
The Board is recommending a final dividend of 2.7p per<br />
share, which gives a total of 5.1p (2006: 4.3p) for the year.<br />
This represents an increase of 18.6%. We have adopted<br />
a dividend cover metric based on post tax earnings<br />
before amortisation and integration costs per share to<br />
ensure that dividend payments to Shareholders track the<br />
underlying <strong>profitability</strong> of our business. Our dividend cover<br />
is set at 2.5 times on this adjusted measure of EPS. Our<br />
dividend payment timetable has been brought forward<br />
and the final dividend will be paid on 3 August 2007<br />
to Shareholders on the Register at the close of business<br />
on 6 July 2007. Over the last five years, our annual<br />
compound dividend growth has been 28.0%.<br />
Share buyback programme<br />
Although we have not bought any shares this year under<br />
this programme, we will be seeking to renew the authority<br />
granted by our Shareholders to purchase up to 10% of the<br />
Company’s issued share capital at the Annual General<br />
Meeting (AGM) on 26 July 2007.<br />
Acquisitions<br />
The year to 31 March 2007 has not been a year of<br />
external acquisitions but one that has largely been spent<br />
integrating the businesses we bought in the previous year.<br />
I am pleased to be able to report that the integration has<br />
gone very well, and that the enlarged Security business<br />
6 MITIE Group PLC Annual Report and Accounts 2007
“We have a very able and<br />
experienced management team.”<br />
is winning new contracts and experiencing good levels<br />
of organic growth. It has performed well and we have<br />
achieved the synergy savings that we anticipated.<br />
The Group continues to seek acquisitions that contribute<br />
to the development of its capabilities. In April 2007, MITIE<br />
completed the acquisition of the specialist plumbing,<br />
heating and mechanical services business, Robert Prettie<br />
& Co Limited (Robert Prettie).This business focuses on the<br />
housing market in the Midlands and Yorkshire and adds<br />
to the capabilities of our growing Property Services<br />
organisation.<br />
In line with our business model, we purchased the<br />
minority interests in eight MITIE businesses for a total<br />
maximum purchase consideration of £4.1m. In addition,<br />
we successfully implemented Second Generation Equity<br />
Plans in Property Services and Landscaping.The Property<br />
Services scheme required Shareholder approval which<br />
was granted in July 2006.<br />
People<br />
Ian Stewart was one of the founding members of MITIE<br />
and has successfully led the Group as Chief Executive<br />
over the past six years, guiding it through a period of<br />
significant change and development. I would like to<br />
thank him on behalf of the Board for his exceptional<br />
contribution and am pleased that the Board will continue<br />
to benefit from his sound advice as Non-Executive<br />
Deputy Chairman.<br />
Sir John Jennings was Non-Executive Deputy Chairman<br />
and Senior Independent Non-Executive Director until his<br />
retirement after nine years on 31 March 2007, and I would<br />
like to thank him for his substantial and long-standing<br />
contribution to MITIE’s success.<br />
Cullum McAlpine, who has served as one of our<br />
Non-Executive Directors for over three years, has been<br />
appointed to the role of Senior Independent Non-<br />
Executive Director. In addition, David Jenkins, who<br />
has been a Non-Executive Director since early 2006<br />
has taken over Sir John’s role as Chairman of the<br />
Nominations Committee.<br />
Colin Acheson who is the Director responsible for<br />
Engineering Services will be retiring from MITIE in March<br />
2008; he remains as Chairman of the Engineering division<br />
until this date.An internal successor, Mike Tivey, will lead<br />
our Engineering Services business going forward. Colin<br />
has worked in our Engineering business since 1989<br />
and has made a major contribution to its growth. I would<br />
like to thank him for all of his efforts.<br />
I would like to welcome to the Board three new Directors<br />
who have been appointed during the year. Suzanne<br />
Baxter was appointed as Group Finance Director in<br />
April 2006. Graeme Potts and Roger Matthews were<br />
appointed as Non-Executive Directors on 27 July 2006<br />
and 4 December 2006 respectively.They all bring<br />
considerable relevant experience to the MITIE Board.<br />
We now have over 44,000 employees and I would like<br />
to thank them all for their efforts during this financial year<br />
and throughout our 20-year history. While it is important<br />
that the Group has a quality leadership team, it is the<br />
everyday application of our motivated employees<br />
who deliver our services that enables MITIE to satisfy<br />
its customers and to succeed as a business.<br />
Corporate governance<br />
Good corporate governance is essential for ensuring the<br />
future growth and success of MITIE.The Board recognises<br />
its responsibilities and conducts itself appropriately in<br />
order to protect the interests of all MITIE stakeholders.<br />
Corporate responsibility (CR)<br />
CR is embedded within our strategy. For the second year<br />
in succession therefore, MITIE is publishing a separate<br />
report that will also be available on our corporate<br />
website, and which expands on areas already covered<br />
in this Annual Report.<br />
It focuses on MITIE’s efforts in developing skills and<br />
protecting the environment and is structured to describe<br />
our successes with our own people in the workplace,<br />
our work with customers to deliver their CR strategies<br />
in their marketplace, our efforts with local communities<br />
and, most importantly, our progress in the area of<br />
health and safety.<br />
Outlook<br />
MITIE is a Group that has a passion for providing quality<br />
services to its customers. It is the energy, drive and<br />
enthusiasm of our people that makes MITIE different.<br />
There are considerable opportunities available to MITIE.<br />
We have great plans for the future and I am looking<br />
forward to our development in the years ahead. We<br />
have a very able and experienced management team<br />
that will take the business forward and I know that they<br />
will do so with the same energy and determination<br />
that has made the Group what it is today.<br />
We have a very clear strategy. We are financially strong<br />
and we are in a position to continue our excellent<br />
progress.<br />
David C Ord<br />
Chairman<br />
MITIE Group PLC Annual Report and Accounts 2007 7
chief executive’s<br />
statement<br />
The last year has been an important one for MITIE. It has<br />
been a year of great achievement with the highlights being<br />
the successful integration of our enlarged Security and<br />
Landscaping businesses, the development of our Board and<br />
the continued organic growth of our three divisions Facilities<br />
Services (formerly Support Services), Property Services and<br />
Engineering Services. We have changed the name of Support<br />
Services to Facilities Services because this more accurately<br />
reflects the range of services that we provide to our clients.<br />
From a personal perspective, I am pleased<br />
to present the results of our activities to you<br />
in my new role as Chief Executive of MITIE.<br />
I believe that MITIE has the ability to take<br />
full advantage of the opportunities that its<br />
markets offer and I feel privileged to be<br />
leading the business at this exciting time<br />
in its development.<br />
In 2007, we achieved growth in revenue of<br />
31.3%, 17.4% of which was organic. Organic<br />
growth is an important measure for us<br />
as it reflects the success of both new and<br />
traditional services in our expanding client<br />
base. We are pleased to report the<br />
achievement of double digit organic<br />
revenue growth across all three of our<br />
divisions in 2007 – a reflection of the<br />
strength of our business offering.<br />
“I feel privileged to be<br />
leading the business<br />
at this exciting time<br />
in its development.”<br />
8 MITIE Group PLC Annual Report and Accounts 2007
Our ability to introduce growth through<br />
acquisition is of increasing importance.<br />
We are pleased to have successfully<br />
managed the integration of the<br />
Landscaping and Security acquisitions<br />
made last year and the delivery of the<br />
planned synergy benefits.These activities<br />
have produced a Landscaping business<br />
with a national capability and a Security<br />
business that is the second largest<br />
manned guarding business in the UK. We<br />
continue to seek acquisitions that augment<br />
our service delivery capabilities and were<br />
pleased to announce the acquisition of<br />
Robert Prettie in April 2007 to enhance<br />
our Property Services business.<br />
Order book<br />
The success of our bidding activity and<br />
the strength of our business is reflected<br />
in our order book, which now stands at<br />
£4.1bn, and we start the year to March<br />
2008 with some 75% (2006: 72%) of our<br />
budgeted revenue already secured.<br />
Our order book reflects some impressive<br />
contract wins including those at HBOS,<br />
Marks & Spencer and Birmingham City<br />
Council.<br />
Our people<br />
I recognise that the success of MITIE is<br />
a reflection of the success of our people<br />
and I would like to thank all of our<br />
employees for their contribution to this<br />
year’s impressive results and for providing<br />
continued flexible support to our clients.<br />
At MITIE our people have a broad range<br />
of talents and backgrounds and we are<br />
committed to supporting a culture that<br />
continues to give opportunity to our<br />
people and that encourages inclusion<br />
and diversity in our business.<br />
“This year we have<br />
continued our 20-year<br />
track record of<br />
revenue,dividend<br />
and earnings growth.”<br />
Our future success will be built upon the<br />
delivery of a clear strategy and vision. It will<br />
be underpinned by the continuation and<br />
development of our unique equity ethos,<br />
which will be measured by a challenging<br />
set of key performance indicators.<br />
I am excited about the future for MITIE.<br />
It is an immense pleasure to work with<br />
such a dedicated and aspirational team.<br />
No day at MITIE is the same and our<br />
common goals of growth, providing<br />
responsive services to our clients and<br />
developing our people drive us all.<br />
MITIE has delivered another year of strong<br />
growth in revenue, profits and dividends.<br />
We continue to focus on our growth<br />
strategy by increasing market share whilst<br />
maintaining margins. We believe in getting<br />
the basics right – delivering excellent<br />
service to our customers and maintaining<br />
our reputation for quality. We have a great<br />
business, a motivated, entrepreneurial<br />
team and excellent prospects for further<br />
sustainable growth.<br />
Ruby McGregor-Smith<br />
Chief Executive<br />
Looking forward<br />
MITIE’s equity-based business model<br />
has delivered a consistent track record<br />
of revenue and earnings growth over<br />
the 20 years since the Group’s formation.<br />
MITIE employed 44,866 people at<br />
31 March 2007 and is now responsive<br />
to a broad stakeholder base.<br />
MITIE Group PLC Annual Report and Accounts 2007 9
strategy<br />
The best UK services company<br />
MITIE has always had a clear strategy of increasing<br />
market share and maintaining margins.<br />
Our strategy has been formulated to enable<br />
us to achieve our vision which is to be the best<br />
UK services company. We have a strategic focus<br />
on four values which emphasise what makes<br />
MITIE different.These are underpinned by specific<br />
objectives for each area in terms of our clients,<br />
operations, growth and people.<br />
10 MITIE Group PLC Annual Report and Accounts 2007
MITIE values<br />
Responseability<br />
Clients<br />
– Build excellent<br />
relationships<br />
– Continually<br />
improve tender<br />
and rebid<br />
success rates<br />
– Work together<br />
efficiently<br />
– Innovate<br />
Deliverability<br />
Operations<br />
– Deliver cost effective,<br />
efficient solutions<br />
– Ensure robust systems<br />
and processes<br />
– Maintain highest<br />
health and safety<br />
and environmental<br />
standards<br />
The best<br />
UK services<br />
company<br />
Profitability<br />
Growth<br />
– Achieve consistent,<br />
sustainable revenue<br />
growth<br />
– Engage all<br />
stakeholders<br />
responsibly<br />
– Deliver expected<br />
profits and cash<br />
Sustainability<br />
People<br />
– Recruit the best<br />
– Maintain culture<br />
of opportunity<br />
– Promote development<br />
and motivation<br />
– Continue share<br />
ownership ethos<br />
MITIE Group PLC Annual Report and Accounts 2007 11
Strategy continued<br />
Responseability<br />
Increase market share with flexible service delivery<br />
MITIE has always put its clients first and strong client relationships are<br />
at the heart of our delivery model. We aim to provide high quality,<br />
responsive services to our clients and will continue to innovate and<br />
build our bundled and integrated service offerings. We have a flexible<br />
approach so that our customers can choose any combination of our<br />
services to meets their needs.<br />
MITIE operates in highly fragmented markets that are growing but<br />
always changing.As a result, while MITIE still has relatively small market<br />
shares in all of its areas of operations, there is still plenty of room for<br />
organic growth.Acquisitions have increased over the past few years<br />
and are likely to feature in our future where it is appropriate.<br />
MITIE has three divisions; Facilities Services, Property Services and<br />
Engineering Services. Overall across MITIE, single services represent 78%<br />
of our revenue, bundled services 14% and facilities management 8%<br />
with the majority of the revenue of both Property and Engineering<br />
Services being provided as a single service.<br />
Facilities Services delivers services in three ways; through single,<br />
bundled and facilities management contracts.<br />
Market share by service<br />
10.8%<br />
4.0%<br />
4.5%<br />
3.8%<br />
3.0%<br />
2.6% 2.4%<br />
3.3%<br />
3.6%<br />
4.1%<br />
1.0%<br />
Business<br />
Services<br />
Catering Cleaning Engineering<br />
Maintenance<br />
Landscape<br />
Managed<br />
Services<br />
Pest Control PFI Security Property<br />
Services<br />
Engineering<br />
Services
Facilities Services<br />
Single<br />
services<br />
Bundled<br />
services<br />
Facilities<br />
management<br />
62%<br />
24%<br />
14%<br />
Our markets influence how we operate<br />
as a business. In the first wave<br />
to outsourcing in the 1980s clients<br />
outsourced single services, such<br />
as Cleaning, Security or Catering,<br />
and they typically had a manager<br />
who looked after each of the services.<br />
62% of our Facilities Services are still<br />
delivered as single service contracts<br />
because most customers still want<br />
to buy that way.And we believe<br />
it is important, and valuable, for MITIE<br />
to be seen as a specialist company<br />
providing specialist services.<br />
Bundling is when a client decides<br />
to have more than one service<br />
provided by a single service provider.<br />
For the client, bundling means<br />
improved efficiency: it can mean<br />
just one invoice a month, the services<br />
being managed as one, a reduced<br />
number of systems to audit and a<br />
smaller number of suppliers to<br />
manage. But sometimes the customer<br />
chooses to have separate contracts<br />
because that works for them. We<br />
are flexible, we have to be, because<br />
our customers want choice.<br />
And for the supplier of services,<br />
it provides opportunity. 24% of our<br />
business is now delivered in bundles,<br />
and we anticipate this increasing<br />
over the medium-term, because the<br />
bundles are getting bigger and<br />
we are getting better at delivering<br />
them. Bundles represent a key part<br />
of our strategy and will be a major<br />
driver of organic growth.<br />
Bundling has created behavioural<br />
changes within our companies.<br />
The MITIE Model has been excellent<br />
at forming management teams that<br />
are extremely focused on growing<br />
single service companies.They have<br />
concentrated on becoming the best<br />
single service provider operating<br />
in their region. Now that the market<br />
is changing they are putting that<br />
energy into becoming the best at<br />
providing bundles with their MITIE<br />
colleagues from other parts of the<br />
Group – as well as remaining<br />
the best single service provider.<br />
Facilities management represents<br />
14% of our Facilities Services business.<br />
The proportion is growing, and as MITIE<br />
grows in scale, opportunities for us to<br />
compete successfully for larger private<br />
and public sector contracts will also<br />
open up.This is an area where we<br />
will be investing resources in the future.<br />
The potential for MITIE is significant<br />
in this area and we are very focused<br />
on growing facilities management.<br />
This area of business includes PFI<br />
contracts, where we already lead<br />
the market in delivering managed<br />
services to schools.<br />
At the moment MITIE performs<br />
very little work overseas. But there<br />
is a growing trend for certain types<br />
of customer to want to procure<br />
services across a number of territories.<br />
We have therefore formed an alliance<br />
with independent service providers<br />
in France and Germany to offer a<br />
common platform for providing these<br />
services in Europe.This alliance trades<br />
as Service Management International<br />
Limited and it enables us to compete<br />
for such international contracts.<br />
MITIE Group PLC Annual Report and Accounts 2007 13
Strategy continued<br />
Deliverability<br />
Maintain service excellence<br />
Delivering quality services to our clients has enabled MITIE to grow.<br />
We provide safe, reliable services with robust systems and processes.<br />
We manage risk effectively and maintain the highest health, safety<br />
and environmental standards.<br />
MITIE’s strength and the basis for its success has been its ability<br />
to deliver excellent services and we are structured to maintain that<br />
operational excellence. Our structure is designed to respond to the<br />
needs of our clients and provide services to meet their requirements.<br />
MITIE acknowledges that to improve our position in our chosen market<br />
place, we must provide an efficient and total quality service to all<br />
our clients.To this end we are committed to meeting and exceeding<br />
the requirements of ISO9001:2000.<br />
We recognise the importance of involving all levels of our workforce<br />
in the continuous development, management and review of our<br />
Business Management Systems to ensure their ongoing effectiveness.<br />
The provision of a quality service is reliant on good leadership<br />
and positive management; it is therefore the responsibility of all levels<br />
of management to promote quality in all aspects of our work.The<br />
management responsibility extends to ensuring that the requirements<br />
of the management systems are followed to meet the needs<br />
of customers and other interested parties.<br />
Organisation chart<br />
MITIE<br />
Property<br />
Services<br />
Engineering<br />
Services<br />
Facilities<br />
Services<br />
Business<br />
Services<br />
Catering Cleaning Engineering<br />
Maintenance<br />
Landscape<br />
Managed<br />
Services<br />
Pest Control PFI Security<br />
14 MITIE Group PLC Annual Report and Accounts 2007
Profitability<br />
Responsibly satisfy the needs of our stakeholders<br />
We regularly review our business model to ensure that it meets the<br />
needs of our clients, Shareholders, employees and wider stakeholder<br />
groups. We operate a responsible business model and will aim<br />
to continue to grow both organically and through acquisition, with<br />
clear profit margin aspirations and targets for the generation of cash.<br />
MITIE is committed to operating as an inclusive and diverse business<br />
which adopts open and honest communication with all of its<br />
stakeholders. Being a responsible company is embedded in our<br />
business practices and makes sound business sense and provides<br />
an opportunity to gain strategic competitive advantage.<br />
MITIE recognises the impact that its working practices have upon<br />
the environment and society. We actively consider the following issues:<br />
– Treatment of employees and employment policies<br />
– Community relationships<br />
– Environment and <strong>sustainability</strong><br />
– Human rights<br />
– Ethical conduct with suppliers, customers and competitors<br />
– Corporate governance<br />
– Health, safety and welfare<br />
– Charitable causes<br />
– Corporate communication<br />
– Diversity of our workforce<br />
Profit growth (£m)<br />
profit before tax<br />
56.6<br />
47.9<br />
50.5<br />
38.2<br />
31.8<br />
03 04 05 06 07<br />
Note: 03 and 04 under UK GAAP, 2005 restated under IFRS.<br />
MITIE Group PLC Annual Report and Accounts 2007 15
Strategy continued<br />
Sustainability<br />
Motivate our people to achieve sustainable organic growth<br />
As a service business, our people are our greatest asset. Sustaining the<br />
quality of our people and enabling them to fulfil their potential is vital<br />
to our future. We will develop the MITIE Model to continue our culture<br />
of equity ownership for our staff and will manage our business to<br />
enable us to recruit and retain the best people to support our growth.<br />
We have achieved high growth organically because we have been<br />
able to motivate our people to out-perform. It is the culture of MITIE.<br />
We behave responsibly as a business and we are a great company<br />
to work for. People enjoy working for MITIE. We motivate people through<br />
career development, respect, rewards and recognition and we are<br />
all passionate about what we do for MITIE.<br />
The model ingrains an entrepreneurial attitude into MITIE. Every part<br />
of the Group operates with a customer obsessed, cost conscious,<br />
cash focused culture.That makes a real difference.<br />
We have introduced a Second Generation Equity Plan to provide<br />
opportunities for existing management teams in some of our older<br />
businesses.This protects the earnings of our existing Shareholders<br />
and allows both them and the management teams to benefit from<br />
the super growth that they are achieving.<br />
We are acutely aware that we need to be able to motivate all of<br />
our employees, so we have always used Executive share options and<br />
an employee share-save scheme. We are now proposing to introduce<br />
a Long-Term Incentive Plan (LTIP) to help maintain the MITIE culture<br />
of entrepreneurial teamwork.<br />
The MITIE Model has stood the test of time. It is flexible, evolving<br />
and is still a way of generating exceptional organic growth.<br />
Organic revenue growth (%)<br />
18.3<br />
17.4<br />
15.5<br />
13.6<br />
13.5<br />
03 04 05 06 07<br />
Note: 03 and 04 under UK GAAP, 2005 restated under IFRS.
Senior management<br />
Colin Acheson<br />
David Freeman<br />
Colin Hale<br />
Matthew Quill<br />
Patrick Stirland<br />
Suzanne Baxter<br />
Martyn Freeman<br />
Ruby McGregor-Smith<br />
Bill Robson<br />
John Telling<br />
Jeff Flanagan<br />
Roger Goodman<br />
Peter Mosley<br />
Alison Saunders<br />
Mike Tivey<br />
MITIE Group PLC Annual Report and Accounts 2007 17
operating<br />
review<br />
MITIE manages its operations with a clear set of targets and<br />
regularly evaluates the principal risks and uncertainties associated<br />
with its operations. It has robust systems and processes that support<br />
the operations, allowing our businesses to achieve sustainable,<br />
profitable growth.<br />
Key performance<br />
indicators (KPI’s)<br />
We manage our business by monitoring a range<br />
of financial and non-financial KPI’s. Some of these<br />
indicators, such as growth levels and <strong>profitability</strong>,<br />
have always been used within our business. Some,<br />
such as carbon emissions, are new and as reported<br />
in our CR Report, we are striving to enhance<br />
our measurement and understanding of these<br />
indicators for MITIE.<br />
Organic growth<br />
03 13.6%<br />
04 18.3%<br />
05 15.5%<br />
06 13.5%<br />
07 17.4%<br />
Conversion of EBITDA to cash<br />
03 111.6%<br />
04 86.8%<br />
05 84.9%<br />
06 95.0%<br />
07 114.0%<br />
Dividend growth<br />
03 18.8%<br />
04 31.6%<br />
05 36.0%<br />
06 26.5%<br />
07 18.6%<br />
Group EBITA(before integration costs)<br />
03 £32.6m<br />
04 £39.7m<br />
05 £44.3m<br />
06 £48.3m<br />
07 £62.2m<br />
Capital expenditure (as% of turnover)<br />
03 1.4%<br />
04 1.8%<br />
05 1.3%<br />
06 1.2%<br />
07 1.8%<br />
Note: 03 and 04 under UK GAAP, 2005 restated under IFRS.<br />
Financial KPI’s<br />
Our equity ethos has driven a culture<br />
of financial focus through the Group<br />
and our principal financial indicators<br />
are shown to the right.<br />
Group earnings before interest,<br />
tax and amortisation (EBITA)<br />
Whilst we maintain a focus on<br />
<strong>profitability</strong> and Shareholder returns<br />
at a number of levels, our EBITA<br />
margin provides an indicator of<br />
the financial performance of our<br />
operational businesses.We monitor<br />
this indicator before and after the<br />
application of charges for sharebased<br />
payments.Whilst the difference<br />
between the two measures of EBITA<br />
is marginal, EBITA before that charge<br />
will be the most consistent indicator<br />
of our underlying trading<br />
performance going forward. Where<br />
we have non-recurring charges, such<br />
as integration costs on acquisitions,<br />
we exclude these from our measure.<br />
We target the attainment of medium<br />
term underlying EBITA margins before<br />
share-based payments and nonrecurring<br />
charges such as integration<br />
costs associated with acquisitions<br />
at between 5% and 6% at Group<br />
level.The target ranges for our three<br />
divisions are shown to the right.<br />
Conversion of Group EBITDA<br />
to cash<br />
The efficiency with which we<br />
manage the generation of cash is an<br />
important indicator for our business.<br />
The MITIE Model and the Group are<br />
built on a sound understanding of<br />
the importance of cash and working<br />
capital management and that ethos<br />
remains critical to our business.The<br />
conversion of Group EBITDA to cash<br />
is a significant cash flow indicator<br />
for us, but it is not the only one.<br />
We monitor daily and weekly cash<br />
flow trends too, a discipline that has<br />
served us well this year as we have<br />
moved to a marginal net debt<br />
position for the majority of the year<br />
following the acquisitions in Security.<br />
This gives us confidence of our ability<br />
to increase our gearing should the<br />
right acquisition opportunities arise<br />
in the future.<br />
18 MITIE Group PLC Annual Report and Accounts 2007
Capital expenditure<br />
Our strength lies in the management<br />
of people and in the provision of<br />
suitable assets to support their work,<br />
but our business is not capital<br />
intensive. We have historically exited<br />
capital intensive businesses and<br />
continue to target growth in areas<br />
that do not have substantial capital<br />
requirements.<br />
Dividend growth<br />
It is important that we continue to<br />
target a progressive dividend policy<br />
that provides an appropriate return<br />
to Shareholders and that provides<br />
a dividend which grows in line with<br />
the underlying <strong>profitability</strong> of the<br />
Group. We have also reviewed our<br />
dividend payment policy to ensure<br />
that it is consistent with market<br />
practice, and will be paying future<br />
dividends earlier than we have done<br />
historically. Our final dividend for the<br />
year ended 31 March 2007 will be<br />
paid on 3 August 2007. Historically,<br />
that dividend would have been<br />
paid on 28 September 2007.<br />
Going forward, our dividend cover<br />
will be calculated by reference to<br />
our basic EPS before amortisation<br />
of intangibles and non-recurring<br />
charges.<br />
Non-financial KPI’s<br />
We utilise a range of non-financial<br />
KPI’s across our business which<br />
has been developed to support<br />
our business offering, to enhance<br />
service delivery and to ensure that<br />
our services are tailored to the<br />
needs of our clients.<br />
Our principal non-financial KPI’s<br />
are shown below.<br />
Further information on our health<br />
and safety and environmental<br />
performance is provided in our CR<br />
Report which is being sent separately<br />
to Shareholders and is available<br />
on our website, www.mitie.co.uk<br />
FINANCIAL KPI’S<br />
Measurement<br />
KPI Target Year ended 31 March 2007 Year ended 31 March 2006<br />
Group EBITA Maintain existing margins 5.1%* 5.1%<br />
Conversion of EBITDA<br />
Over 90% of Group EBITDA<br />
to cash converted to cash 114.0% 95.0%<br />
Capital expenditure Maintain below 2.0% of revenue 1.8% 1.2%<br />
Dividend growth<br />
*Before non-recurring integration costs.<br />
DIVISIONAL EBITA TARGET RANGES<br />
At least in line with underlying profit<br />
growth at a cover rate of 2.5 times<br />
adjusted earnings 18.6% 26.5%<br />
Measurement<br />
Year ended 31 March 2007<br />
Division Target After share-based payments Before share-based payments<br />
Facilities Services Between 6.0 and 7.0% per annum 6.0%* 6.1%*<br />
Property Services Between 4.5 and 5.0% per annum 4.9% 5.0%<br />
Engineering Services Between 3.0 and 4.0% per annum 2.8% 2.9%<br />
Total Group Between 5.0 and 6.0% per annum 5.1%* 5.2%*<br />
*Before non-recurring integration costs.<br />
Measurement<br />
Year ended 31 March 2006<br />
Division Target After share-based payments Before share-based payments<br />
Facilities Services Between 6.0 and 7.0% per annum 6.4% 6.5%<br />
Property Services Between 4.5 and 5.0% per annum 5.4% 5.5%<br />
Engineering Services Between 3.0 and 4.0% per annum 2.5% 2.6%<br />
Total Group Between 5.0 and 6.0% per annum 5.1% 5.2%<br />
NON-FINANCIAL KPI’s<br />
Measurement<br />
KPI Objective Year ended 31 March 2007 Year ended 31 March 2006<br />
Reportable accidents Retain focus on reducing the risks 5.1 per 1,000 6.1 per 1,000<br />
of accidents in our business employees employees<br />
Management turnover<br />
Enhance focus on the development<br />
and retention of key staff to maintain<br />
key staff turnover below 10% 8.6% not measured<br />
Retention of existing contracts Active contract retention rates<br />
within Facilities Services in excess of 90% 85.0% 84.0%<br />
Forward order book Increase order book £4.1bn not measured<br />
Carbon dioxide emissions Understand and minimise 0.7 tonnes equivalent not measured<br />
the environmental impact<br />
CO2 per employee<br />
of our operations<br />
MITIE Group PLC Annual Report and Accounts 2007 19
Operating review continued<br />
Statement of<br />
principal risks<br />
and uncertainties<br />
The Group has an established risk management<br />
and corporate governance framework which is described<br />
in the corporate governance statement. Within this<br />
framework, MITIE classifies risks in four categories<br />
according to their potential impact on the Group:<br />
– Strategic risks – those that<br />
concern the long-term strategic<br />
objectives of the business;<br />
– Operational risks – those that<br />
arise during day to day activities<br />
of the business which if not<br />
managed, could impact upon<br />
the running of the business<br />
and the ability of the business<br />
to deliver on its strategy;<br />
– Financial risks – those that<br />
directly impact upon the<br />
finances of the business; and<br />
– Compliance risks – those that<br />
relate to legal or regulatory<br />
sanctions, financial loss, or the<br />
loss of reputation that may arise<br />
as a result of failure to comply with<br />
applicable laws and regulations.<br />
Principal strategic risks<br />
Principal operational risks<br />
New business<br />
As MITIE’s business develops, the<br />
Group will increasingly tender for<br />
larger, more complex and multiservices<br />
contracts.Associated with<br />
this is an increase in risks surrounding<br />
the appropriate pricing of contracts<br />
to ensure a fair balance of risk<br />
and reward, agreeing fair commercial<br />
terms and meeting contractual<br />
obligations and expectations.<br />
The crystallisation of the downside<br />
of such risks could have a detrimental<br />
impact on the Group’s <strong>profitability</strong><br />
and reputation, whilst sound<br />
management and acceptance<br />
of these risks will benefit the Group’s<br />
service delivery capabilities and<br />
financial position.<br />
To address these risks, MITIE’s system<br />
of internal control incorporates<br />
stringent contract review and<br />
approval mechanisms. Depending<br />
on the nature of the contract and risks<br />
identified, a dedicated commercial<br />
bid team and specialists are used.<br />
Effective contract management<br />
and contract monitoring procedures<br />
are designed to ensure that risks<br />
are managed through the life<br />
of the Group’s contracts.<br />
Loss of major contracts<br />
MITIE has a number of major contracts<br />
which although not individually<br />
material by value to the Group are<br />
important to our future growth. We<br />
adopt a key account management<br />
strategy for these contracts which<br />
includes Director-level client<br />
relationships.This helps to ensure<br />
that we mitigate the risk of losing<br />
any of these contracts.<br />
Acquisitions<br />
MITIE continues to seek to acquire<br />
businesses that fit with, or compliment,<br />
its range of service offerings and<br />
its culture.The potential strategic risks<br />
associated with such activity include<br />
an inability to achieve a cultural<br />
fit and to manage the financial and<br />
operational transition of the acquired<br />
business into the Group. If the downside<br />
risks associated with this activity were<br />
to materialise they could lead to<br />
business disruption, loss of profits<br />
and reduced investor confidence.<br />
These potential risks are mitigated<br />
by an experienced acquisitions team,<br />
supported by internal and external<br />
specialists and the Executive Directors<br />
who closely monitor the acquisition<br />
process.All acquisitions require<br />
full Board approval, and following<br />
acquisition an Executive Director<br />
is charged with the responsibility<br />
of ensuring that the business<br />
acquired is integrated successfully.<br />
Health, safety<br />
and environment<br />
The range and nature of activities that<br />
MITIE undertakes give rise to a range<br />
of potential health, safety and<br />
environmental risks.These risks have<br />
potential to impact upon all<br />
stakeholders, including employees,<br />
the public and the environment.<br />
Specific risks include working at<br />
height, installing and maintaining<br />
electrical systems, using machinery<br />
and harmful chemicals and working<br />
on hazardous sites and in public<br />
areas.The consequences of these<br />
risks may include injury, loss of life,<br />
environmental damage, disruption<br />
to business activities, loss of reputation<br />
and financial penalty.<br />
To manage these risks MITIE continues<br />
to develop a culture where every<br />
employee takes responsibility for their<br />
health and safety and where all<br />
operational activity has a strong safety<br />
focus. Health and safety matters are<br />
the first item on the agenda at all<br />
Board meetings.The Chief Executive<br />
is responsible for health and safety<br />
and is supported by divisional<br />
Managing Directors, the Head of<br />
Health and Safety and a network<br />
of dedicated local health and safety<br />
experts. MITIE places employee<br />
training at the forefront of improving<br />
health and safety standards<br />
throughout the Group and has<br />
continued to develop a safety training<br />
programme covering specific areas<br />
of health and safety in conjunction<br />
with the Institute of Occupational<br />
Safety and Health (IOSH).<br />
20 MITIE Group PLC Annual Report and Accounts 2007
Overall responsibility for the<br />
management of risk lies with<br />
the Board.<br />
Other factors not discussed within<br />
this statement could also impact<br />
the Group and accordingly, this<br />
statement should not be considered<br />
to represent an exhaustive list<br />
of all of the potential risks and<br />
uncertainties, both positive and<br />
negative, that may affect the<br />
Group.The areas of MITIE’s activities<br />
to which the principal risks and<br />
uncertainties of the Group are<br />
perceived to be attributable<br />
are set out below.<br />
Principal financial risks<br />
Principal compliance risks<br />
Employee skill shortages<br />
MITIE recognises that there will be<br />
skill shortages in some sectors of<br />
the business.This could impact upon<br />
our ability to service new contracts<br />
adequately and subsequently<br />
MITIE’s ability to grow.<br />
To recruit and retain the people MITIE<br />
needs, remuneration, incentivisation<br />
and reward structures are regularly<br />
reviewed.The Group continues<br />
its emphasis on share ownership<br />
and operates the MITIE Model,<br />
a Save as You Earn share scheme,<br />
Executive Share Option schemes<br />
and is proposing to introduce a LTIP.<br />
A new reward scheme for all<br />
employees was launched in the<br />
year which entitles employees<br />
to a series of discounts and offers.<br />
MITIE places great emphasis on<br />
succession planning and the training<br />
and development of its employees.<br />
As part of this MITIE is dedicated to<br />
providing work based learning and<br />
training opportunities and currently<br />
employs 241construction, engineering<br />
and other apprentices.<br />
Externally, MITIE supports vocational<br />
education by providing Construction<br />
Skills Centres in secondary schools<br />
across the UK.The first Skill Centre was<br />
established in 2001, with a further three<br />
developed in both 2005 and 2006.<br />
They provide externally accredited<br />
vocational education for over 400<br />
students.A further two Skills Centres<br />
are also planned for 2007.<br />
Liquidity<br />
Maintaining a sufficient level of liquidity<br />
and financial capacity is essential to<br />
enable MITIE to meet its foreseeable<br />
obligations and achieve its strategy.<br />
Failure to manage liquidity could<br />
impact upon the ability of the Group<br />
to grow. Risks impacting upon the<br />
Group’s liquidity include the ability<br />
to manage working capital, limited<br />
banking facilities and commercial<br />
credit exposure.<br />
The management of liquidity risk is<br />
the responsibility of the Group Treasury<br />
department which operates within<br />
a framework of policies and<br />
procedures which are approved<br />
by the Board. Monitoring of daily<br />
and weekly cash flows by senior<br />
management and the Board ensures<br />
that the activities of the department<br />
operate within this framework.<br />
Furthermore, new five-year committed<br />
banking facilities of £150m were put<br />
in place during the year.<br />
Pensions<br />
Risk associated with the operation<br />
and management of the Group’s<br />
pension funds concern the ability<br />
of the pension assets to meet future<br />
pension liabilities. Within MITIE this<br />
applies to MITIE’s own pension<br />
schemes and also to pension<br />
schemes associated with employees<br />
who have transferred to MITIE under<br />
the Transfer of Undertakings Protection<br />
of Employment legislation (TUPE).<br />
Regarding MITIE’s own defined benefit<br />
schemes,Trustees manage the funds<br />
and set the required contribution rates<br />
based on an independent actuarial<br />
valuation.This valuation is sensitive<br />
to changes in assumptions made<br />
regarding future events, including<br />
mortality rates and the long-term<br />
return on schemes’ assets.The funding<br />
position of the schemes is regularly<br />
reviewed.<br />
In respect of pension schemes<br />
associated with transferring<br />
employees, the principal risk to<br />
MITIE concerns employees who are<br />
members of a Local Government<br />
Pension Scheme, and the potential<br />
for scheme liabilities to exceed<br />
scheme assets. MITIE manages this<br />
risk by ensuring that appropriate<br />
advice is obtained in the bidding and<br />
transfer process, that risk is priced fairly<br />
and that agreement is reached with<br />
the scheme provider on how potential<br />
future liabilities will be met and on<br />
the funding position on transfer.<br />
Further information regarding pensions<br />
is shown in Note 30.<br />
MITIE Group PLC Annual Report and Accounts 2007 21
Operating review continued<br />
Business review<br />
MITIE’s business is structured into three divisions: Facilities<br />
Services which delivers services either singly, bundled or<br />
as a complete facilities management service, Property<br />
Services and Engineering Services.<br />
Facilities Services<br />
Facilities Services has had a strong year with good<br />
levels of growth across the business.The second half<br />
of the year was particularly pleasing with a number<br />
of substantial single service contract wins.<br />
2007 2006<br />
£m £m Growth<br />
Revenue 732.1 516.0 41.9%<br />
Operating profit 41.5 33.0 25.8%<br />
Operating profit margin 5.7% 6.4%<br />
Integration costs 2.3 –<br />
Operating profit<br />
before integration costs 43.8 33.0 32.7%<br />
Operating profit margin<br />
before integration costs 6.0% 6.4%<br />
Single services<br />
Security is the largest facilities service<br />
business and grew by 177.3% last<br />
year.This growth was principally<br />
attributable to the acquisitions made<br />
in the prior year, but also reflected<br />
organic growth of 40% for the<br />
enlarged business.The integration<br />
of the manned guarding businesses<br />
has gone well, and has generated<br />
annualised synergy savings of £3m,<br />
of which £2.5m have been realised<br />
this year.These activities have<br />
resulted in the establishment of<br />
a nationally focused business which<br />
is now the UK’s second largest<br />
provider of manned guarding<br />
security services.<br />
Security has delivered an excellent<br />
sales performance, with client<br />
retention in line with expectations.<br />
We are finding that our market<br />
position is creating opportunities of<br />
a scale previously not available to us.<br />
In January, Security extended its<br />
long-established relationship with<br />
Her Majesty’s Courts Service (HMCS)<br />
by securing all seven of the regional<br />
contracts tendered.The contracts<br />
are for an initial term of four years<br />
with the option of a two-year<br />
extension. Security’s work with HMCS<br />
has grown from a regional contract<br />
with a value of £8m per annum to<br />
a portfolio of contracts which is now<br />
worth in excess of £22m per annum.<br />
We have also focused on the retail<br />
sector, which has significantly<br />
different requirements to other<br />
business areas, and the successful<br />
completion of a short-term contract<br />
with Marks & Spencer led to<br />
the award of a three-year contract<br />
to cover all stores nationwide.<br />
The market remains competitive<br />
although shows signs of consolidation<br />
with some smaller suppliers exiting<br />
the market. We have a strong<br />
revenue pipeline, and during 2007<br />
we will be launching a dedicated<br />
transportation team to build on our<br />
experience in aviation to other parts<br />
of the broader transportation sector.<br />
The forthcoming requirement for<br />
security guards in Scotland to be<br />
licensed and trained will allow us to<br />
use our experience in England and<br />
Wales to secure additional market<br />
share north of the border.<br />
With over 22,000 employees,<br />
Cleaning is our largest employer<br />
and was the first to operate under<br />
the Second Generation Equity Plan.<br />
Its strengthened and restructured<br />
sales team is winning increasingly<br />
large contracts.<br />
Major wins during 2006/07 include<br />
HBOS, to clean more than 1,000<br />
of its bank branches around the<br />
country.This is one of our largest<br />
single contracts and, with work that<br />
we already do with Barclays and<br />
other major banks, consolidates<br />
our position as the leading provider<br />
of specialist retail bank cleaning<br />
in Britain.<br />
Among our specialist cleaning<br />
business, Health and Hygiene,<br />
our specialist food manufacturing<br />
and healthcare cleaning team, won<br />
the high profile Great Ormond Street<br />
Hospital account. Retail won a major<br />
contract to clean over 500 Somerfield<br />
stores nationwide, while Transport has<br />
recently been awarded a contract<br />
to provide cleaning services<br />
at Heathrow’s Terminal 5 (T5).<br />
Over the next year Cleaning will<br />
be maintaining its concentration<br />
on improving client retention. It will<br />
also be putting particular emphasis<br />
on working with other MITIE teams<br />
to expand the level of bundled<br />
services opportunities from our<br />
existing client base.<br />
22 MITIE Group PLC Annual Report and Accounts 2007
Single services<br />
MITIE Group PLC Annual Report and Accounts 2007 23
Operating review continued<br />
For all of the services we provide<br />
our aim is to be the best. We<br />
recognise that our customers<br />
want the best possible services<br />
from specialists in each area.<br />
That is what we provide:<br />
Security provides static, electronic<br />
and mobile guarding, as well as<br />
remote monitoring services, gallery<br />
attendants, warden and key<br />
holding services.<br />
Cleaning serves offices and industrial<br />
buildings, transport, healthcare and<br />
retail premises and services include<br />
window cleaning, recycling and<br />
waste management.<br />
Engineering Maintenance provides<br />
heating and ventilating services,<br />
lighting and boiler maintenance,<br />
plumbing and water hygiene<br />
and estate maintenance.<br />
Pest Control offers services<br />
to manage insects, birds<br />
and other pests.<br />
Landscaping includes sports<br />
ground maintenance, exterior<br />
landscape design and maintenance<br />
for facilities such as golf courses;<br />
and also arboriculture and interior<br />
plant care.<br />
Business Services will run post<br />
rooms, reception and switchboards,<br />
as well as records management<br />
and reprographics.<br />
Catering offers hospitality<br />
and executive dining, vending<br />
and employee catering.<br />
Schools, museums and leisure<br />
facilities are included in the large<br />
and specifically non-housing<br />
contract that Engineering<br />
Maintenance won from Birmingham<br />
City Council.Also in Birmingham,<br />
the contract for BULLRING Shopping<br />
centre was re-secured. New<br />
Engineering Maintenance sections<br />
specialising in Fire Alarm<br />
Maintenance and Water Treatment<br />
have started and the business has<br />
also invested in a web-enabled<br />
system to provide customers with<br />
better asset maintenance reporting.<br />
As well as these three substantial<br />
businesses, we also have four<br />
developing businesses within Facilities<br />
Services, namely Pest Control,<br />
Landscaping, Business Services<br />
and Catering. Our strategy is to grow<br />
these businesses to a top five position<br />
in their respective markets.<br />
Pest Control made a small<br />
acquisition of trade and assets<br />
during the year, started a new<br />
business in London and continued<br />
to make progress towards developing<br />
a national pest control offer. It also<br />
won a five-year contract with BAA,<br />
which includes Heathrow, Gatwick,<br />
Stansted and Southampton airports.<br />
Following the acquisition of Lyndhurst<br />
Services Limited in February 2006,<br />
we integrated it with our existing<br />
Landscape businesses in December<br />
2006 to create MITIE Lyndhurst<br />
Services Limited, under a Second<br />
Generation Equity Plan.<br />
The implementation of Business<br />
Services’ largest contract,<br />
with PricewaterhouseCoopers,<br />
has continued to go well and<br />
has included the provision of<br />
work placements as part of our<br />
multiple award winning ’Real<br />
Apprentice’ scheme.<br />
Business Services has developed a<br />
suite of innovative software solutions<br />
for print management, package<br />
tracking, desktop courier booking<br />
and e-procurement that will be rolled<br />
out to its clients over the next twelve<br />
months. Our Document Solutions<br />
business has added a design<br />
and desktop publishing capability<br />
to its printing and fulfilment services.<br />
The strategy for the next twelve<br />
months is to concentrate growth in<br />
the financial services sector in which<br />
it already holds key contracts and<br />
in the legal and professional sector<br />
in which it currently provides services<br />
to seven out of the top 20 global<br />
law firms.<br />
Catering has continued to make<br />
progress during the year. In particular<br />
the new start-up businesses in<br />
London and the North of England<br />
have achieved contract gains<br />
including the Brewery in Chiswell St,<br />
London, which is a hospitality venue<br />
for over 1,000 people, Beechcroft<br />
LLP in Bristol and London and the<br />
Matalan distribution centre in<br />
Manchester. In our Catering business<br />
we concentrate on providing fresh<br />
food that is cooked well. We use only<br />
the best ingredients in terms of both<br />
food and people to ensure that our<br />
customers receive exactly what they<br />
need. Our nutritionists work closely<br />
with our clients to help produce<br />
healthy menus that help combat<br />
the effects of city living. In each of the<br />
services we provide our aim is to be<br />
the best. We recognise that our<br />
customers want the best possible<br />
services from specialists in each area.<br />
That is what we provide.<br />
Bundled services<br />
Over the past few years MITIE<br />
companies have experienced<br />
a rise in the number of clients who<br />
are looking to procure bundles<br />
of services; that is more than one<br />
service provided by a single service<br />
provider. With bundles, the client<br />
is happy to outsource the service<br />
delivery, but retains management<br />
control of the process.<br />
Bundling can arise in a number<br />
of ways:<br />
1. MITIE provides a single service<br />
which is well received by the client,<br />
who then, over a period of time<br />
adds services as the relationship<br />
matures. We call this natural<br />
bundling. Natural bundling can<br />
involve a single contract with the<br />
original service provider; a series<br />
of individual contracts with the<br />
individual MITIE companies; or a<br />
master or framework contract that<br />
is amended as services are added.<br />
2.The client wishes to reduce its<br />
supplier base and negotiates with<br />
a number of providers that can<br />
deliver the services. We call this<br />
a negotiated bundle. With this type<br />
of bundle the client typically places<br />
as great an emphasis on culture,<br />
relationships and the ability to bring<br />
innovation to the services, as to<br />
pure price.<br />
3. Some clients use bundling simply<br />
to reduce costs.The philosophy<br />
being that the more work in the<br />
bundle, the more efficiencies will<br />
result and service providers will<br />
accept a lower margin in return<br />
for the scale and length of the<br />
contract term. We call this<br />
price bundling.<br />
MITIE is involved in all three.<br />
24 MITIE Group PLC Annual Report and Accounts 2007
Bundled services<br />
MITIE Group PLC Annual Report and Accounts 2007 25
Operating review continued<br />
“Our flexibility makes sure that we<br />
are able to produce a solution that<br />
meets the needs of our customers.”<br />
The largest bundled contract that<br />
we have is with Rolls-Royce.This<br />
began eleven years ago as a single<br />
cleaning contract on one site.That<br />
developed into a national Cleaning<br />
contract, to which was later added<br />
a mechanical and electrical<br />
Engineering Maintenance element.<br />
In recent years Catering, Security,<br />
Landscaping, Business Services and<br />
Pest Control have been added too.<br />
This contract now covers over 900<br />
people working on nine sites across<br />
the Rolls-Royce estate from Inchinnan<br />
in Scotland to Bristol.<br />
The British Nuclear Group’s<br />
reprocessing plant at Sellafield has<br />
now become established as our<br />
second largest bundle. During<br />
2006/07 MITIE won a service contract<br />
at Sellafield which bundles Cleaning<br />
with Engineering Maintenance work,<br />
Security and Business Services.This<br />
contract involves over 200 people.<br />
Bundles can originate with any<br />
of our businesses, and it is the ability<br />
of our managers to make the<br />
connections between one service<br />
and another, that is driving our<br />
success in this area of the<br />
outsourcing market.<br />
In 2006/07, for example:<br />
– A Business Services contract with<br />
the London Stock Exchange was<br />
extended to include cleaning;<br />
– Goodrich Corporation, a global<br />
supplier of systems and services<br />
to the aerospace, defence and<br />
homeland security markets,<br />
expanded its contract with<br />
Cleaning to include Waste and<br />
Environmental on three Birmingham<br />
sites.The services include hazardous<br />
waste disposal, confidential waste<br />
destruction and industrial recycling<br />
solutions; and<br />
– Bookham Technology has added<br />
Engineering Maintenance to a<br />
bundle that began with Catering<br />
and Cleaning.<br />
Facilities management<br />
We principally provide integrated<br />
facilities management services<br />
through our Managed Services<br />
and PFI businesses.<br />
We have had a good year in facilities<br />
management. We secured<br />
a managing agent contract with<br />
Cable & Wireless to oversee the<br />
facilities management service<br />
provision across its UK estate. We<br />
were also pleased to be selected<br />
to provide services to the UK<br />
Government through the Office<br />
of Government Commerce (OGC)<br />
Property and facilities management<br />
Framework Agreement as well as<br />
additional services for the Big Lottery<br />
Fund and Littlewoods Shop Direct.<br />
We were also awarded a three-year<br />
contract with leading biotechnology<br />
company Amgen that also includes<br />
Engineering Maintenance, Catering,<br />
Security and Pest Control.<br />
It is this ability to draw together<br />
a range of MITIE’s service offerings<br />
that is one of our main strengths in<br />
the facilities management market.<br />
We will always choose the service<br />
delivery method that is best for the<br />
client.That flexibility makes sure that<br />
we are always able to produce<br />
a solution that meets the needs<br />
of our customers.<br />
In the PFI market, we signed five PFI<br />
school contracts during the year<br />
bringing the number of schools that<br />
we manage to 85.This makes MITIE<br />
the UK’s leading provider of facilities<br />
management services to PFI schools.<br />
We are also currently part of three<br />
consortia tendering for Building<br />
Schools for the Future contracts.<br />
An increasingly important part<br />
of our facilities management service<br />
delivery is our approach to energy<br />
efficiency and the environment.<br />
We have been nominated for a<br />
number of awards for our approach<br />
to the environment and one of our<br />
managers was recognised as<br />
Nemex Energy Manager of the Year.<br />
Furthermore, an energy awareness<br />
and energy efficiency campaign<br />
that we undertook with the National<br />
Offender Management Service<br />
was a finalist in the PFM Partners<br />
in Sustainability Award.<br />
The current order book for this<br />
division is £3.4bn.<br />
26 MITIE Group PLC Annual Report and Accounts 2007
Managed services<br />
MITIE Group PLC Annual Report and Accounts 2007 27
Operating review continued<br />
“Robert Prettie adds significantly<br />
to our range of services in the<br />
housing sector.”<br />
Property Services<br />
MITIE Property Services provides repair and<br />
maintenance, painting, roofing and fire protection,<br />
refurbishment, interior fit-out services and the supply<br />
and installation of office furniture across several<br />
market sectors.<br />
2007 2006<br />
£m £m Growth<br />
Revenue 215.1 163.5 31.6%<br />
Operating profit 10.6 8.9 19.1%<br />
Operating profit margin 4.9% 5.4%<br />
As the social housing market<br />
becomes increasingly important<br />
to us we have continued our strategy<br />
of reducing our exposure to one-off<br />
refurbishment contracts, striving<br />
instead for long-term relationships<br />
through framework or partnership<br />
arrangements with owners,<br />
occupiers, managers or<br />
property portfolios.<br />
We are also focusing on our painting<br />
business where we believe we have<br />
the necessary skills and experience<br />
to benefit from the higher margins<br />
and improved cash flows.<br />
Two large social housing contracts<br />
that started on 1 April 2006 are both<br />
performing well.To date we have<br />
carried out over 112,000 repairs for<br />
Birmingham City Council on their<br />
southern estate of 27,000 homes and<br />
reinstated 2,500 empty properties. On<br />
our Milton Keynes contract we have<br />
completed 37,000 routine repairs on<br />
their portfolio of 12,600 homes and<br />
reinstated 1,100 empty properties.<br />
Additional packages of work have<br />
been secured as a result of our<br />
developing relationship with Milton<br />
Keynes Council including disabled<br />
adaptations and security screening<br />
work. We have had further success<br />
in securing a sizeable contract from<br />
Stevenage Borough Council for the<br />
delivery of kitchens and bathrooms,<br />
and Decent Homes Standard<br />
work for a number of other<br />
housing associations.<br />
Since the end of the financial<br />
year we acquired Robert Prettie,<br />
a specialist plumbing, heating<br />
and mechanical services business<br />
concentrating on the housing<br />
market in the Midlands and Yorkshire.<br />
Robert Prettie employs over 250 staff.<br />
This acquisition adds significantly<br />
to MITIE Property Services’ range<br />
of services in the housing sector<br />
and complements its existing<br />
regional operations. Robert Prettie<br />
works in partnership with Local<br />
Authorities, Councils, Developers<br />
and Registered Social Landlords on<br />
kitchen and bathroom installation,<br />
heating replacement, gas servicing,<br />
maintenance and call out services.<br />
There has also been strong organic<br />
growth across all other areas of the<br />
business. Large painting contracts<br />
have been secured for Angus<br />
Council and Dudley Metropolitan<br />
Borough Council. Refurbishment<br />
wins include additional work from BT,<br />
Royal Mail and LandSecurities Trillium.<br />
Our Interiors business won three large<br />
contracts for a city institution on their<br />
London office campus, a large fit-out<br />
contract for Scottish Widows and a<br />
further contract from Standard Life.<br />
The majority of these new fit-out<br />
contracts will be delivered in the year<br />
ending 31 March 2008 thus giving<br />
a strong secured order book for this<br />
business stream. Our Fire Protection<br />
business has had a very successful<br />
year helped by its involvement in<br />
the T5 project at Heathrow Airport.<br />
The current order book for this<br />
division is £450.3m.<br />
28 MITIE Group PLC Annual Report and Accounts 2007
“Our national presence makes<br />
us an attractive partner.”<br />
Engineering Services<br />
Engineering Services covers the design and installation<br />
of mechanical and electrical systems, information<br />
and communication technology, air conditioning,<br />
utilities infrastructure and retail engineering, serving<br />
a wide range of clients from many different sectors.<br />
2007 2006<br />
£m £m Growth<br />
Revenue 281.6 256.1 10.0%<br />
Operating profit 7.8 6.4 21.9%<br />
Operating profit margin 2.8% 2.5%<br />
The progress of Engineering Services<br />
this year has been achieved as<br />
a direct result of a repositioning<br />
strategy.This began with specific<br />
margin improvements resulting from<br />
the restructuring of aspects of the<br />
business, and derived further benefit<br />
from a more balanced work mix.<br />
We have placed particular emphasis<br />
on developing sectors in which<br />
we have specific skills that are<br />
fundamental to the effective delivery<br />
of our customers’ capital projects.<br />
We have a strong order book for<br />
2007 and beyond and our scale<br />
and national presence make us<br />
an attractive partner. We have<br />
framework agreements with<br />
organisations such as Plymouth<br />
University, NHS Wales and the<br />
National Physical Laboratory.<br />
In addition, repeat opportunities<br />
are being serviced by the regional<br />
contracting businesses for customers<br />
such as Urban Splash in Birmingham<br />
and Cardonald College in Glasgow.<br />
The demand for increased resilience<br />
of organisations’ data infrastructure<br />
is providing substantial opportunities<br />
for our Technology division, with<br />
business critical projects having<br />
been undertaken in 2006 for<br />
customers such as IBM, Centrica<br />
and Logica – and we have an<br />
extensive pipeline for 2007 and 2008.<br />
Activity in the retail and social<br />
housing sectors has been a<br />
significant contributor within the<br />
period and is expected to maintain<br />
its contribution in 2007. We continue<br />
to build on contracts with Primark,<br />
Marks & Spencer and Bhs and<br />
work closely with a number of<br />
housing associations.<br />
We have been actively involved<br />
for some time in the design and<br />
application of more efficient forms<br />
of energy generation and<br />
distribution. More customers are<br />
seeking to reduce their energy<br />
footprint and we have invested in<br />
the required technical, design and<br />
application skills that will be needed<br />
in the future. Engineering Services<br />
now has the accredited technical<br />
competence, delivery capability,<br />
commercial model and track record<br />
that has resulted in a compelling<br />
low carbon offer for the construction<br />
and improvement of heating,<br />
cooling, lighting resilience and<br />
motive power within the built<br />
environment. For example,<br />
Kingsmead School in Cheshire is<br />
currently the most energy efficient<br />
school in the UK with innovative<br />
features from MITIE such as a<br />
biomass boiler burning reclaimed<br />
wood pellets to provide heating;<br />
a rainwater recycling system that<br />
provides water to flush lavatories;<br />
solar panels and photovoltaic cells<br />
generating energy. Two combined<br />
heat and power schemes (CHP)<br />
have also recently been installed<br />
by MITIE Engineering at Sussex<br />
University and Bristol University which<br />
will generate around 20% of their<br />
electrical requirement and reduce<br />
overall CO2 omissions.<br />
Future prospects for Engineering<br />
Services look encouraging in the light<br />
of the rationalisation of the industry’s<br />
way of procurement and both new<br />
and impending legislation on the<br />
energy performance of buildings.<br />
Customers are looking to combine<br />
contracts and enter three to five<br />
year commitments to secure supply<br />
in a market where demand is picking<br />
up. Engineering has the ability and<br />
scale to deliver multiple projects<br />
consistently on a national basis<br />
and will be able to take advantage<br />
of this trend.<br />
The current order book for this<br />
division is £254.2m.<br />
MITIE Group PLC Annual Report and Accounts 2007 29
finance<br />
director’s<br />
statement<br />
Our financial results for the year reflect strong organic growth levels<br />
across our businesses and we are starting to see the synergistic<br />
benefits from our acquisitions in our underlying <strong>profitability</strong>.<br />
Key performance indicators (KPI’s)<br />
Our financial KPI’s of profit margins before the<br />
amortisation of intangibles, interest and tax (EBITA) and<br />
profit to cash conversion levels are important indicators<br />
of the trading performance of the Group. We are satisfied<br />
that the levels of performance in these measures across<br />
our three business sectors of Facilities Services, Property<br />
Services and Engineering Services, and for the Group<br />
overall are consistent with our medium-term targets.<br />
Furthermore, our strategy of operating low capital<br />
intensive businesses continues and capital expenditure<br />
levels continue to be managed within the target range<br />
of less than 2% of revenue.<br />
Finally, our results support the continued growth in<br />
dividends. We are adopting a dividend cover metric<br />
based on post tax earnings attributable to ordinary<br />
Shareholders before amortisation of intangibles and<br />
integration costs per share to ensure that dividend<br />
payments to Shareholders track the underlying operating<br />
profits of our business.This has resulted in a dividend for<br />
the full year of 5.1p per share (2006: 4.3p), an increase<br />
of 18.6% for the year.This reflects a dividend cover of 2.5<br />
times based on our adjusted EPS measure and 2.3 times<br />
based on basic EPS. In addition, for future dividends we<br />
have brought forward our traditional dividend payment<br />
cycle to reduce the period between the declaration date<br />
and the payment date. Our final dividend for the year<br />
ended 31 March 2007 will be paid on 3 August 2007.<br />
Historically that dividend would have been paid on<br />
28 September 2007.<br />
Growth in revenue<br />
Revenue from continuing operations for the Group<br />
increased by 31.3 % to £1,228.8m (2006: £935.6m) in the<br />
year.This result has been driven by an organic revenue<br />
growth rate for the Group as a whole of 17.4% and from<br />
the impact of acquisitions made in the previous year.<br />
At the divisional level, double digit organic growth<br />
rates continue to be achieved in all three divisions. Our<br />
Facilities Services business achieved revenues of £732.1m<br />
(2006: £516.0m) of which £159.0m (2006: £24.2m) was<br />
generated by the acquisitions made in the prior year.<br />
Underlying organic growth levels in Facilities Services<br />
were some 16.5% (2006: 11.7%) and reflect success<br />
in our traditional single services activities as well as our<br />
integrated and bundled offerings. Revenues in Property<br />
Services have increased organically by 31.6% (2006:<br />
16.6%) in the period to £215.1m (2006: £163.5m), largely<br />
reflecting the impact of new social housing contracts<br />
that commenced in April 2006, whilst Engineering Services<br />
revenues of £281.6m (2006: £256.1m) reflect controlled<br />
organic growth of 10.0% as the business continues<br />
its focus on sustainable growth.<br />
Profitability<br />
Operating profit before amortisation of intangibles (EBITA)<br />
of £59.9m (2006: £48.3m) is stated after the impact of<br />
non-recurring gross acquisition integration costs of £2.3m<br />
(2006: £nil) in respect of the consolidation of our enlarged<br />
Security business. It also includes a charge for sharebased<br />
payments of £1.1m (2006: £0.7m) which reflects<br />
the accounting charges in respect of our Save As You<br />
Earn and Executive Share Option schemes.<br />
EBITA profit before integration costs increased by 28.8%<br />
to £62.2m (2006: £48.3m) reflecting a margin of 5.1%<br />
(2006: 5.1%).The maintenance of margins at a Group<br />
level has been achieved through an improvement<br />
of operating profit margins in our traditional Facilities<br />
Services business (before acquisitions) and through the<br />
improvement in operating profits in Engineering Services<br />
to £7.8m or 2.8% of revenue (2006: £6.4m; 2.5%<br />
of revenue).These areas of operating profit margin<br />
improvement have been offset by the dilution in operating<br />
profit margins in Property Services to 4.9% (2006: 5.4%)<br />
as expected, following the increase in the proportion of<br />
social housing contracts undertaken by that business.<br />
The charge in respect of the amortisation of intangible<br />
assets arising on acquisitions was £1.6m (2006: £0.2m).<br />
This related primarily to the acquisitions in Security in<br />
the prior year. Operating profit after the amortisation<br />
of intangibles was £58.3m (2006: £48.1m).<br />
30 MITIE Group PLC Annual Report and Accounts 2007
“The underlying cash flow<br />
performance of the Group<br />
remains strong.”<br />
2007 2006 Increase<br />
£m £m %<br />
Revenue 1,228.8 935.6 31.3%<br />
Operating profit before amortisation<br />
of intangibles, discontinued operations<br />
and integration costs 62.2 48.3 28.8%<br />
Integration costs (2.3) –<br />
59.9 48.3 24.0%<br />
Amortisation of intangibles (1.6) (0.2)<br />
58.3 48.1 21.2%<br />
Net investment revenue and finance cost (1.7) 2.4<br />
Profit before tax 56.6 50.5 12.1%<br />
Tax (17.4) (15.5)<br />
Profit after tax 39.2 35.0 12.0%<br />
Discontinued operations – (2.4)<br />
39.2 32.6 20.2%<br />
Effective tax rate on continuing operations 30.7% 30.7%<br />
Basic EPS before amortisation and discontinued operations 12.3p 10.6p 16.0%<br />
Basic EPS before amortisation 12.3p 9.9p 24.2%<br />
Basic EPS 11.9p 9.8p 21.4%<br />
Dividend per share 5.1p 4.3p 18.6%<br />
Investment and finance costs for the period moved<br />
to a cost of £1.7m (2006: income £2.4m) reflecting the<br />
movement of the Group to a net debt position for the<br />
majority of the current year (2006: net cash) following<br />
the funding of acquisitions made in the prior year.<br />
The tax charge for the period was £17.4m (2006: £15.5m),<br />
representing an effective rate of tax on our profit on<br />
continuing operations of 30.7% (2006: 30.7%).<br />
These results generated a profit for the period of £39.2m<br />
(2006: £32.6m) an increase of 20.2% on the prior year.<br />
Of this, £37.0m or 94.4% (2006: £30.2m, 92.6%) is<br />
attributable to the Shareholders of MITIE Group PLC.<br />
Growth in earnings per share (EPS)<br />
Basic EPS before the amortisation of intangible assets<br />
and discontinued operations increased by 16.0% to<br />
12.3p per share (2006: 10.6p per share). Diluted<br />
EPS before intangible amortisation and discontinued<br />
operations increased by 15.2% to 12.1p per share<br />
(2006: 10.5p per share).<br />
After intangible amortisation and discontinued<br />
operations, basic EPS was 11.9p (2006: 9.8p). On the<br />
same basis, diluted EPS was 11.8p (2006: 9.7p).<br />
MITIE Group PLC Annual Report and Accounts 2007 31
Finance Director’s statement continued<br />
Pensions<br />
The Group contributes to a range of defined benefit<br />
and defined contribution pension schemes. It operates<br />
two MITIE Group PLC defined benefit schemes and the<br />
net surplus before tax included in the Group’s balance<br />
sheet arising from those two pension schemes was<br />
£0.5m (2006: £1.8m).<br />
In addition, MITIE makes contributions to its customers’<br />
defined benefit pension schemes under Admitted Body<br />
Local Government and other arrangements in respect<br />
of certain employees who have transferred to the Group<br />
under TUPE.The values of the assets and liabilities<br />
attributable to the Group in respect of those schemes<br />
are equal and therefore no surplus or deficit is included<br />
in the Group balance sheet at the end of the year.<br />
Acquisitions<br />
The Group acquired some or all of the minority interests<br />
in the equity share capital of eight of its subsidiaries in<br />
accordance with the MITIE Model.The total maximum<br />
consideration payable in respect of those acquisitions<br />
is £4.1m.The consideration will be largely settled in the<br />
shares of MITIE Group PLC.<br />
In August 2006, the Group also settled deferred<br />
consideration of £0.8m in respect of the acquisition of<br />
shares in MITIE Business Services Limited, MITIE Engineering<br />
Services (Swansea) Limited and MITIE Security (North)<br />
Limited in August 2005.<br />
The total of MITIE Group PLC shares issued in respect<br />
of these transactions was 1,727,180.<br />
Other acquisition related transactions include the<br />
settlement of deferred consideration of £10.8m in respect<br />
of the acquisition of MITIE Security (London) Limited<br />
(formerly MITIE Trident Security Limited).This transaction<br />
was settled through the issue of £8.9m of loan notes<br />
and cash of £1.9m. Further deferred consideration<br />
of £1.2m was settled in loan notes in respect of the<br />
acquisition of MITIE Pest Control Limited (formerly Eagle<br />
Pest Control Services UK Limited). £2.0m of deferred<br />
consideration was converted into loan notes in respect<br />
of The Watch Security Limited and subsequently £1.0m<br />
was redeemed during the year.<br />
Cash flow<br />
The underlying cash flow performance of the Group<br />
remains strong with the conversion of EBITDA to cash<br />
of 114% (2006: 95%).This was a particularly strong<br />
performance and we continue to target more<br />
sustainable levels of 90%–100% going forward.<br />
At 31 March 2007, the net funds position of the Group<br />
was £5.6m (2006: net debt £23.4m) with loans of £20.0m<br />
being drawn at that time (2006: £31.0m). Deposits held by<br />
the Group’s reinsurance subsidiary, which are not readily<br />
available to the Group, totalled £10.3m at 31 March 2007<br />
(2006: £9.6m).<br />
In March 2006, the Group moved into a net debt position<br />
following the acquisition of Initial Security Limited, having<br />
historically held net cash.The underlying operating cash<br />
flows of the Group have been strong during the year<br />
returning the Group to net cash at the year end. However,<br />
the Group maintained a net debt position for the majority<br />
of the year, and this is reflected in the financing costs<br />
within the income statement.<br />
Group Treasury has responsibility for managing and<br />
reducing financial risks and ensuring sufficient liquidity<br />
is available to meet foreseeable needs. It operates within<br />
policies and procedures approved by the Board which<br />
have not changed during the year. Borrowings are<br />
arranged centrally by Group Treasury and made<br />
available to operating subsidiaries on commercial terms.<br />
The Board’s ongoing policy is to finance the Group<br />
through retained earnings and borrowings.<br />
During the year the Group reviewed its banking facilities<br />
and established a committed five-year £150m revolving<br />
credit facility.The principal covenants in respect of this<br />
facility put a cap on the maximum level of debt within<br />
the Group at 3.5 times EBITDA, and require a minimum<br />
ratio of profit to interest payable of 3:1.The Group has<br />
operated within these covenants throughout the year.<br />
Events after the balance sheet date<br />
On 2 April 2007, MITIE announced the acquisition<br />
of Robert Prettie, a specialist plumbing, heating and<br />
mechanical services business concentrating on the<br />
housing market in the Midlands and Yorkshire.The initial<br />
consideration was £8.6m, of which £7.0m was in cash,<br />
£1.6m in loan notes and £0.8m of cash retained against<br />
potential warranty claims. Debt of £3.7m was assumed<br />
by MITIE on the acquisition. Deferred consideration on<br />
the acquisition up to a maximum £23.3m is payable<br />
in a combination of loan notes and cash based on<br />
performance over a three-year period.The deferred<br />
consideration can be triggered between 2010 and 2012.<br />
Suzanne Baxter<br />
Group Finance Director<br />
32 MITIE Group PLC Annual Report and Accounts 2007
corporate<br />
responsibility<br />
At MITIE, our approach to CR is an integral part of the way we<br />
do business. Responsible business practice is not only the right<br />
approach to take from a moral and ethical standpoint,<br />
it also makes good business sense.<br />
We know that our customers prefer to work with an<br />
organisation that manages its business responsibly and<br />
that this approach will provide not only long-term benefits<br />
for the environment and the communities in which we<br />
operate, but also for the future <strong>profitability</strong> of our Group.<br />
CR and <strong>sustainability</strong> have always been high on our<br />
agenda. However, we have recognised the need for an<br />
increased focus on formally setting our objectives and<br />
on being able to measure their impact against set<br />
targets. We have identified five priority strategic areas in<br />
line with Business in the Community (BitC) best practice:<br />
Health and Safety, Workplace, Marketplace, Environment<br />
and Community, and we are committed to measuring<br />
our performance in these areas.<br />
We have published a separate CR Report which<br />
will be issued to all of our Shareholders and to other<br />
stakeholders.This provides more details on our CR<br />
activity and our related performance measures.<br />
Health and safety<br />
Health and safety is of paramount importance at MITIE.<br />
It is the first item on every Board agenda. Our employees<br />
are our most important asset and it is essential for them<br />
to be able to work in a healthy environment that is free<br />
from risks and danger.<br />
MITIE has comprehensive systems and processes in place<br />
for the management of health and safety. In the coming<br />
year, we want to raise the profile of health and safety even<br />
further and use it as an enabler of increased efficiency<br />
and enhanced working practices. We are introducing<br />
a new annual Group-wide Health and Safety Performance<br />
Programme.This will set the standards for our business,<br />
define expectations, and help us to further improve our<br />
health and safety performance.This initiative will ensure<br />
that health and safety remains a core objective in<br />
all aspects of MITIE’s service delivery.<br />
We also understand that training is key to improving safety<br />
skills and awareness. Eighteen months ago, we focused<br />
management and operator training across many areas<br />
of the business on working at height and are now seeing<br />
the benefits with the number of accidents that occur<br />
having been reduced by 16%. With such tangible results,<br />
our continued investment in training is easy to<br />
understand: this year we spent over 18,900 hours training<br />
and developing the core safety competencies of<br />
our people in courses that impact upon the success<br />
of our business.<br />
Workplace<br />
The number of people employed by MITIE on 31 March<br />
2007 was 44,866. It is critical that we motivate our people<br />
and create enthusiastic, respected employees who want<br />
to do their jobs better than anyone else. We understand<br />
that motivation comes in many shapes and sizes. It<br />
can be about the way people are treated at work,<br />
the recognition given for a job well done, being kept<br />
informed, or opportunities to develop skills and careers.<br />
In recognition of our employees’ hard work we run<br />
numerous annual awards schemes that reward staff that<br />
have gone the extra mile for colleagues or customers,<br />
and in February 2007 we launched an Employee Rewards<br />
Scheme that offers all employees discounts on a huge<br />
range of goods and services.<br />
Engaging with our people is equally important to our<br />
success and to that effect we have a corporate intranet<br />
site, a senior management magazine, and a Group-wide<br />
newspaper. Encouragingly, these tools have recently<br />
received recognition for their strategic impact in<br />
supporting sustainable growth and engaging employees<br />
via the BIFM Communications and Marketing Award 2006.<br />
This year has also seen us establish the MITIE Central<br />
Academy of Service Excellence, which provides internal<br />
and external training courses for staff and clients in a<br />
wide range of disciplines. Investing in people in this way<br />
is vital; we understand that relevant training will help<br />
us motivate staff and enhance their skill sets, while<br />
improving service delivery for clients. MITIE is also keen<br />
to introduce more skills and new talent to the industry as<br />
a whole and supports apprenticeships across the Group,<br />
with around 240 apprentices currently working in our<br />
various businesses.<br />
In line with this, we launched a new apprenticeship<br />
scheme with Dumfries and Galloway Housing Partnership<br />
for the construction of social housing.At the other end<br />
of the country, we ran our ’Real Apprentice’ scheme,<br />
a programme that for the last two years has been helping<br />
to provide opportunities to young people in East London,<br />
an area with some of the highest rates of unemployment<br />
in the country.The scheme is run in partnership with the<br />
East London Business Alliance and has already won<br />
numerous awards, including a prestigious Big Tick<br />
Excellence Award 2007 and the 2006 PFM Partners with<br />
People Award. It guarantees jobs to successful candidates<br />
who complete ten weeks in an office support<br />
work-placement with MITIE at client sites including<br />
PricewaterhouseCoopers and Merrill Lynch.This year saw<br />
another 16 young people offered jobs by MITIE, following<br />
in the steps of the nine who were recruited in 2005/06<br />
MITIE Group PLC Annual Report and Accounts 2007 33
Corporate responsibility continued<br />
and who are still with us.The ’Real Apprentice’ has been<br />
hailed as a best-practice blueprint scheme for helping<br />
to tackle unemployment issues in urban regeneration<br />
areas and has been such a success that as it enters<br />
its third year, we are planning on rolling it out in other<br />
areas of the country.<br />
Marketplace<br />
CR is not only an essential part of what MITIE does<br />
internally.The services we offer and the skills we have<br />
mean that we can help others achieve their Corporate<br />
Responsibility targets too – whether that be through<br />
energy management, skills development,<br />
or, for example, through food.<br />
With buildings estimated to be responsible for almost<br />
half of the UK’s carbon dioxide emissions, proactivity by<br />
MITIE is critical for our clients. Heating, ventilation, lighting<br />
and air conditioning all need to be considered in the fight<br />
to keep efficiency high and carbon dioxide emissions to<br />
a minimum, which MITIE, with 20 years of experience in<br />
this arena, is in a prime position to achieve; transforming<br />
the ideals behind <strong>sustainability</strong> into commercially viable<br />
realities. MITIE has its own registered low carbon<br />
consultants and teams of specialists.These teams<br />
are helping to ensure the design and application<br />
of more efficient forms of energy generation<br />
and distribution in the built environment.<br />
MITIE’s catering business recognises that the sourcing<br />
of food is also a key CR issue to us. One measure of<br />
its impact is food miles – the distance that food travels<br />
from farm to plate. Excessive food miles can cause<br />
environmental, social and economic damage. We<br />
are seeking to reduce our own food miles index by<br />
10% over the next twelve months via reduced delivery<br />
frequencies, increased order delivery values and local<br />
sourcing. Quite apart from the environmental impact<br />
of transporting goods, locally produced food retains<br />
investment in local communities and is often both fresher<br />
and more nutritious. We established a Sustainable<br />
Procurement Forum in the year, which is drawing<br />
up an expanded ethical trading code to help us<br />
source products in the most ethical manner.<br />
Some <strong>sustainability</strong> issues are clear cut. Others are<br />
not. We believe it is truly important to be alive to issues,<br />
communicate with our stakeholders and proactively<br />
meet as many of our <strong>sustainability</strong> targets as possible.<br />
Environment<br />
Almost all of MITIE’s operations involve working with<br />
buildings.As buildings produce almost half of the UK’s<br />
greenhouse gas emissions, MITIE has an important role<br />
to play in helping the country to meet its tough climate<br />
change targets.<br />
During the year we carried out a major exercise to<br />
measure, for the first time, the energy, water, fuel and<br />
waste used and produced throughout our organisation.<br />
This is a major part of our commitment to improving<br />
how we measure and benchmark our impacts<br />
against set targets.<br />
This initiative will help us to focus our efforts on positively<br />
reducing our environmental impact. We think that<br />
calculating and monitoring our Carbon Footprint and<br />
reducing our rate of CO2 emission is much more effective<br />
than simply buying ’carbon credits’ in the market.<br />
Importantly, MITIE is not only investing in reducing the<br />
size of its own carbon emissions, but are helping our<br />
clients to reduce theirs too. MITIE has sought to align<br />
its energy goals with those of its clients for some time<br />
now and is already working with customers to develop<br />
innovative ways that will help them to make a difference.<br />
For example, our Security business is now offering energy<br />
patrols that will switch off lights and machinery and<br />
report faults. We also provide comprehensive waste<br />
management and recycling services under<br />
our TREEHUGGER® brand.<br />
34 MITIE Group PLC Annual Report and Accounts 2007
“MITIE enables people to fulfil<br />
their potential.”<br />
Community<br />
MITIE enables people to fulfil their potential – the people<br />
– in the communities that we work among, as well as<br />
the people who work for us.<br />
We have been creating a network of Construction Skills<br />
Centres across the country since opening our first centre<br />
in Portsmouth in 2001.The Skills Centres represent MITIE’s<br />
largest community investment and greatest commitment;<br />
we opened the fifth, sixth and seventh of these centres<br />
during 2006 – in Birmingham, Ipswich and in Hackney,<br />
London – and will be opening the eighth in Airdrie in<br />
Lanarkshire, later in 2007.They give young people a<br />
chance to realise their potential, offering vocational<br />
training for all, and are currently helping over 420 14–16<br />
year olds to learn a range of construction skills and obtain<br />
nationally recognised vocational qualifications as part of<br />
the National Curriculum.The courses in our Skills Centres<br />
are delivering qualifications that are equivalent to the<br />
attainment of five GCSE’s.<br />
Everyone benefits from the Skills Centres: from the young<br />
individuals whose skills sets, qualifications and<br />
employment prospects are improved, the schools whose<br />
attendance and pass rates have increased and who<br />
have access to new funding sources, and to the<br />
communities that have access to new facilities out of<br />
school hours. Not forgetting MITIE, whose employees are<br />
motivated by their involvement and whose future contains<br />
a home grown local pool of talent. Indeed, the scheme<br />
has been so successful that it was rewarded a 2007<br />
Big Tick Excellence Award by Business in the Community.<br />
MITIE can make a difference.That is why we are delighted<br />
to be one of just three employers invited by the London<br />
Development Agency to be part of a new public and<br />
private sector partnership in East London.This is designed,<br />
in part, to help deliver central government targets on<br />
increasing levels of employment.That, after all, is central<br />
to what MITIE does.<br />
We believe that providing employment skills to young<br />
people is one of the most important things that a<br />
responsible organisation can do. However, this only forms<br />
the tip of our community investment iceberg. We have<br />
also been involved in dozens of community initiatives<br />
over the past twelve months, ranging from painting murals<br />
in schools in Bristol to helping local regeneration and<br />
making and selling a CD with client Rolls-Royce that<br />
raised over £25,000 in two hours for charity. We do this<br />
because the work that MITIE does every day takes us into<br />
the very heart of the communities in which we operate,<br />
some of which are among the most disadvantaged<br />
in the country.<br />
As we look to the future, our people remain top of our<br />
strategic agenda. We will continue to invest time, energy<br />
and resources into remaining true to the ethos that<br />
defines our business: giving opportunity to individuals,<br />
whatever their background. We are committed to<br />
constantly evaluating new opportunities and risks which<br />
will help to shape our CR strategy over the coming years.<br />
MITIE Group PLC Annual Report and Accounts 2007 35
Board of Directors<br />
David Ord‡<br />
Non-Executive Chairman<br />
David was appointed as Non-Executive<br />
Chairman of MITIE Group PLC in<br />
September 2003, having previously been<br />
appointed as Non-Executive Director in<br />
October 2002. David is Managing Director<br />
of The Bristol Port Company which owns<br />
and operates the Avonmouth and<br />
Portbury docks.<br />
Ian Stewart<br />
Non-Executive Deputy Chairman<br />
Ian was appointed as Non-Executive<br />
Deputy Chairman on 30 March 2007<br />
having previously held the position of<br />
Chief Executive since 2001. Ian was a<br />
founding member of MITIE. He is Non-<br />
Executive Director of Generation (UK)<br />
Limited, suppliers of scaffolding, access<br />
and safety systems.<br />
Ruby McGregor-Smith ACA<br />
Chief Executive<br />
Ruby joined the Group in December<br />
2002 as Group Finance Director. She was<br />
promoted to Chief Operating Officer in<br />
September 2005 and subsequently to<br />
Chief Executive in March 2007. Prior to<br />
joining the Group, Ruby held a range of<br />
senior roles within the support services<br />
sector, primarily at Serco Group plc.<br />
Suzanne Baxter ACA<br />
Group Finance Director<br />
Suzanne joined the Board of MITIE in April<br />
2006 as Group Finance Director. Suzanne<br />
previously held a number of commercial<br />
and operational roles with Serco Group<br />
plc. Suzanne holds a seat on the<br />
Opportunity Now Advisory Board, a part<br />
of the Business in the Community (BitC)<br />
organisation with a focus on workplace<br />
diversity, and is also a member of the<br />
Finance and Risk Committee of BitC.<br />
Roger Goodman<br />
Group Corporate Development Director<br />
Roger joined MITIE in 1993 working<br />
alongside Ian Stewart in the Cleaning<br />
division. He was appointed to the Board<br />
in August 2001.Through his appointment<br />
to the Boards of The Business Services<br />
Association and Asset Skills Council,<br />
Roger advocates the growth of the<br />
support services industry profile and<br />
the development of skills in the sector.<br />
In addition, he is the Chairman<br />
of Networkers International plc.<br />
Bill Robson<br />
Director responsible for Property Services<br />
Bill joined the Group in January 1992<br />
following the acquisition of Trident<br />
Maintenance Services Limited. He was<br />
appointed to the Board as Director<br />
responsible for Property Services in August<br />
2001 and he has recently overseen the<br />
restructure of the Group’s Property<br />
Services division and the introduction<br />
of a Second Generation Equity Plan.<br />
Colin Acheson<br />
Director responsible for<br />
Engineering Services<br />
Colin was appointed to the MITIE Board<br />
in August 2001 as Director responsible for<br />
Engineering Services, having joined the<br />
Group in December 1989. Colin also<br />
serves on the Boards of The Platform<br />
Company (UK) Limited, which specialises<br />
in the hiring of powered access platforms,<br />
and The British Quality Foundation which<br />
promotes business performance<br />
improvement and excellence.<br />
Colin Hale<br />
Director responsible for Managed<br />
Services, PFI and<br />
Engineering Maintenance<br />
Colin joined the Group in April 1998<br />
and was appointed to the Board in<br />
August 2001. Prior to joining the Group,<br />
Colin was a Director of a facilities<br />
management company.<br />
David Jenkins*†‡ FCA<br />
Non-Executive Director and Chairman<br />
of the Nomination Committee<br />
David was appointed as Non-Executive<br />
Director in March 2006. Prior to retirement<br />
in May 2004, David was a senior Partner<br />
with Deloitte & Touche LLP in London<br />
having spent over 20 years in Assurance<br />
and Advisory Services. David is Chairman<br />
of Development Securities PLC and also<br />
serves on the Board of Renewable Energy<br />
Systems Limited. He is a Governor of<br />
Downe House School.<br />
Ishbel Macpherson*†<br />
Non-Executive Director and Chairman<br />
of the Remuneration Committee<br />
Ishbel joined the Board in July 2005<br />
as Non-Executive Director. Ishbel was<br />
an investment banker for over 20 years<br />
specialising in UK mid market corporate<br />
finance and previously held positions at<br />
Dresdner Kleinwort Wasserstein and Hoare<br />
Govett. Ishbel is also a Non-Executive<br />
Director of Hydrogen Group plc and<br />
GAME Group plc. Ishbel is also a Governor<br />
of The University of Westminster.<br />
Roger Matthews† ACA<br />
Non-Executive Director<br />
Roger was appointed as Non-Executive<br />
Director to the Board in December 2006.<br />
Roger previously held the roles of Group<br />
Finance Director of J. Sainsbury PLC and<br />
Group Managing Director and Group<br />
Finance Director of Compass Group PLC.<br />
Roger currently serves as Non-Executive<br />
Chairman of both Land of Leather<br />
Holdings PLC and LSL Property<br />
Services PLC.<br />
Cullum McAlpine*†‡<br />
Senior Independent Non-Executive<br />
Director and Chairman of the<br />
Audit Committee<br />
Cullum was appointed as a Non-<br />
Executive Director to MITIE in April 2003.<br />
He is also a Director of Sir Robert<br />
McAlpine Limited and Chairman of<br />
Renewable Energy Systems Limited.<br />
Graeme Potts*<br />
Non-Executive Director<br />
Graeme was appointed as Non-Executive<br />
Director to the Board in July 2006. Graeme<br />
has extensive experience of the<br />
automotive retail and business services<br />
sectors having held previous directorate<br />
appointments with Inchcape PLC, RAC<br />
Motoring Services and Reg Vardy plc.<br />
He currently holds a Non-Executive<br />
Directorship with BEN, the Motor & Allied<br />
Trades Benevolent Fund and is Chairman<br />
of Bikers Legal Defence Limited.<br />
* Member of the Remuneration Committee.<br />
† Member of the Audit Committee.<br />
‡ Member of the Nomination Committee.<br />
36 MITIE Group PLC Annual Report and Accounts 2007
Accounts contents<br />
38 Directors’report<br />
40 Directors’remuneration report<br />
45 Corporate governance<br />
50 Independent auditors’report to the members of MITIE Group PLC<br />
51 Consolidated income statement<br />
52 Consolidated statement of recognised income and expense<br />
53 Consolidated balance sheet<br />
54 Consolidated cash flow statement<br />
55 Notes to the consolidated financial statements<br />
80 Independent auditors’report to the members of MITIE Group PLC<br />
81 Company balance sheet<br />
82 Notes to the Company financial statements<br />
87 Useful information for Shareholders
Directors’report<br />
The Directors submit their report together with the audited<br />
consolidated financial statements of the Group for the year<br />
ended 31 March 2007.<br />
Principal activities and business review<br />
The Group remains focused on the provision of services in<br />
support of the buildings and infrastructure of clients.The principal<br />
activity of the Company is to provide management services to<br />
the Group.<br />
A review of the Group’s activities, operations, future developments,<br />
principal risks and financial performance during the year is<br />
contained in the Chairman’s statement, the Chief Executive’s<br />
statement, the Group Finance Director’s statement, the operating<br />
review, the statement of principal risks and uncertainties, the<br />
business review and the corporate governance report.<br />
Profits for the year<br />
The Group profit before taxation for the year ended 31 March<br />
2007 was £56.6m (2006: £50.5m).<br />
Dividends<br />
Subject to the usual Shareholder approval, the Directors<br />
recommend a final dividend of 2.7p per Ordinary Share to be<br />
paid on 3 August 2007 to ordinary Shareholders on the register<br />
on 6 July 2007, which together with the interim dividend of<br />
2.4p paid on 30 March 2007 makes a total of 5.1p for the year<br />
(2006: 4.3p).<br />
In line with market practice, the Directors have agreed to bring<br />
forward the date on which both the final and interim dividends<br />
are paid.The Company’s financial calendar can be found in<br />
Shareholder information on page 87.<br />
The Group is introducing a Dividend Re-Investment Plan (DRIP),<br />
which will be available with effect from the payment date of<br />
the proposed final dividend for the year ended 31 March 2007.<br />
Shareholders, if they choose to do so, will be able to receive their<br />
dividends in MITIE Group PLC shares.The Company will continue<br />
to pay a cash dividend directly to those Shareholders who<br />
choose not to participate in the DRIP. An invitation to participate<br />
in the DRIP will be sent to Shareholders with the Group’s Annual<br />
Report and Accounts.<br />
Events after the balance sheet date<br />
On 2 April 2007, MITIE acquired the entire issued share capital<br />
of Jabez Holdings Limited, which owns (through an intermediate<br />
holding company) 100% of the share capital of Robert Prettie<br />
& Co Limited (Robert Prettie).<br />
The initial consideration was £8.6m, which was settled in cash of<br />
£7.0m and through the issue of £1.6m of loan notes. In addition,<br />
£0.8m was retained against potential warranty claims. Potential<br />
deferred consideration up to a maximum of £23.3m may be paid<br />
between 2010 and 2012 based on performance over three years.<br />
This will be settled in cash and loan notes up to a maximum total<br />
consideration of £32.7m. In addition MITIE assumed debt of<br />
£3.7m on the transaction.<br />
Robert Prettie is a specialist plumbing, heating and mechanical<br />
services business concentrating on the housing market in the<br />
Midlands and Yorkshire, and employs over 250 staff. In the year<br />
ended 31 March 2006, Robert Prettie reported consolidated<br />
revenue of £34.3m and profit before tax of £2.8m.<br />
The acquisition adds significantly to MITIE Property Services’ range<br />
of services in the housing sector and complements its existing<br />
regional operations. Robert Prettie works in partnership with local<br />
authorities, councils, developers and registered social landlords<br />
on kitchen and bathroom installation, heating replacement, gas<br />
servicing, maintenance and call out services.<br />
Further details of the acquisition are set out in Note 25 of the<br />
financial statements.<br />
Share capital and substantial interests<br />
Details of changes to the Company’s share capital during the<br />
year and the number of Ordinary Shares in issue at the year end<br />
are detailed in Note 23 to the financial statements.<br />
The Company has been notified of the following interests in 3%<br />
or more of the issued share capital of the Company as at<br />
17 May 2007:<br />
Number of Ordinary<br />
% of Share<br />
Shares of 2.5p each<br />
capital<br />
Mirabaud Investment<br />
Management Ltd 17,433,752 5.59<br />
Goldman Sachs Group Inc 16,704,886 5.35<br />
Legal & General Group plc 12,514,604 4.00<br />
Prudential plc 12,427,019 3.98<br />
Fidelity Corp. and Fidelity<br />
International Ltd 10,065,118 3.22<br />
In June 2004 the Company commenced a share buyback<br />
programme which has continued pursuant to the renewed<br />
authority given by Shareholders at the AGM in 2006. During the<br />
year to 31 March 2007 there have been no further purchases<br />
of shares. In the year ended 31 March 2006, 992,305 Ordinary<br />
Shares were purchased by the Company representing 0.3% of<br />
the issued share capital of the Company, for a total consideration<br />
of £1.6m.The exact amount and timing of future purchases, and<br />
the extent to which repurchased shares may be held as treasury<br />
shares rather than being cancelled, will be determined by the<br />
Company and will be dependent on market conditions and<br />
other factors.<br />
Directors<br />
Details of the Board of Directors are given on page 36.<br />
Details of Directors’ interests in the Ordinary Share capital of the<br />
Company are shown on page 42.<br />
On 10 April 2006, Suzanne Baxter was appointed to the Board as<br />
Group Finance Director. Graeme Potts and Roger Matthews were<br />
appointed Non-Executive Directors of the Company on 27 July<br />
2006 and 4 December 2006 respectively. Sir John Jennings retired<br />
from the Board and resigned his Non-Executive directorship on<br />
30 March 2007. Ian Stewart stepped down as Chief Executive<br />
on 30 March 2007 but continues to serve on the Board as Non-<br />
Executive Deputy Chairman. Ruby McGregor-Smith was<br />
appointed Chief Executive on 30 March 2007.<br />
In accordance with the Company’s Articles of Association, Roger<br />
Goodman, Colin Hale,William Robson and Ian Stewart will retire<br />
by rotation and, being eligible, offer themselves for re-election at<br />
the AGM. Graeme Potts and Roger Matthews, both having been<br />
appointed since the last AGM, will also retire and offer themselves<br />
for election.<br />
The Board considers that the performance of those Directors<br />
proposed for election or re-election continues to be effective<br />
and that they demonstrate a strong commitment to their role.<br />
38 MITIE Group PLC Annual Report and Accounts 2007
Statement of Directors’ responsibilities in respect<br />
of the financial statements<br />
The Directors are responsible for preparing the Annual Report and<br />
the financial statements.The Directors are required to prepare<br />
accounts for the Group in accordance with International Financial<br />
Reporting Standards (IFRS’s) and have chosen to prepare<br />
Company financial statements in accordance with United<br />
Kingdom Generally Accepted Accounting Practice (UK GAAP).<br />
In the case of IFRS accounts, International Accounting Standard 1<br />
requires that financial statements present fairly for each financial<br />
year the Company’s financial position, financial performance<br />
and cash flows.This requires the faithful representation of the<br />
effects of transactions, other events and conditions in accordance<br />
with the definitions and recognition criteria for assets, liabilities,<br />
income and expenses set out in the International Accounting<br />
Standards Board’s ’Framework for the Preparation and Presentation<br />
of Financial Statements’. In virtually all circumstances, a fair<br />
presentation will be achieved by compliance with all applicable<br />
IFRS’s. Directors are also required to:<br />
• Properly select and apply accounting policies;<br />
• Present information, including accounting policies, in<br />
a manner that provides relevant, reliable, comparable and<br />
understandable information; and<br />
• Provide additional disclosures when compliance with the<br />
specific requirements in IFRS’s is insufficient to enable users to<br />
understand the impact of particular transactions, other events<br />
and conditions on the entity’s financial position and financial<br />
performance.<br />
In the case of UK GAAP accounts, the Directors are required to<br />
prepare financial statements for each financial year which give<br />
a true and fair view of the state of affairs of the Company and<br />
of the profit or loss of the Company for that period. In preparing<br />
these financial statements, the Directors are required to:<br />
• Select suitable accounting policies and then apply them<br />
consistently;<br />
• Make judgments and estimates that are reasonable and<br />
prudent; and<br />
• State whether applicable accounting standards have been<br />
followed, subject to any material departures disclosed and<br />
explained in the financial statements.<br />
The Directors are responsible for keeping proper accounting<br />
records which disclose with reasonable accuracy at any time<br />
the financial position of the Company, for safeguarding the<br />
assets, for taking reasonable steps for the prevention and<br />
detection of fraud and other irregularities, and for the preparation<br />
of a Directors’ report and Directors’ remuneration report which<br />
comply with the requirements of the Companies Act 1985.<br />
Auditors and disclosure of information to auditors<br />
Each of the Directors in office as of the date of approval of this<br />
report confirms that:<br />
• So far as they are aware, there is no relevant audit information<br />
(as defined in the Companies Act 1985) of which the<br />
Company’s auditors are unaware; and<br />
• They have each taken all the steps that he/she ought to have<br />
taken as a Director to make himself/herself aware of any<br />
relevant audit information (as defined) and to establish that<br />
the Company’s auditors are aware of that information.<br />
Deloitte & Touche LLP have expressed their willingness to continue<br />
in office as auditors and the resolution to reappoint them will be<br />
proposed at the forthcoming AGM.<br />
Going concern<br />
After making enquiries, the Directors have formed a judgement<br />
that there is a reasonable expectation that the Company has<br />
adequate resources to continue in operational existence for the<br />
foreseeable future. For this reason, the Directors continue to adopt<br />
the going concern basis in preparing the accounts.<br />
Electronic communications<br />
The Directors are keen to improve and extend the methods in<br />
which the Company communicates with its Shareholders and<br />
wish to move towards an increase in electronic communication.<br />
This will mean that Shareholders will be able to elect to receive<br />
all Company communications via email.<br />
At the forthcoming AGM, Shareholders will be asked to approve<br />
an amendment which will align the Company’s Articles of<br />
Association with the new provisions of the Companies Act 2006.<br />
This will allow the Company to send any document or information<br />
to Shareholders electronically or to provide access to it via its<br />
website, www.mitie.co.uk<br />
Employee involvement<br />
The Directors remain committed to a culture that encourages<br />
the inclusion and diversity of all of the Group’s employees<br />
through respecting and appreciating their differences, and to<br />
promoting the continuous development of employees through<br />
skills enhancement and training programmes.The Group’s<br />
employment policies are designed to attract, retain, train and<br />
motivate the very best people, recognising that this can be<br />
achieved only through offering equal opportunities regardless<br />
of gender, race, religion, age, disability or any other aspect<br />
of diversity.<br />
Communication with our employees continues to have a high<br />
priority.The Company maintains a Group-wide intranet site and<br />
delivers biannual publications to all employees.Through the use<br />
of their own communication processes each of the Group’s<br />
businesses is encouraged to ensure that employees are kept<br />
informed on Group and individual business developments.<br />
Employees remain actively involved in the Group’s activities<br />
via our Employee Forum.This year the forum held two meetings<br />
chaired by Ian Stewart. Following Ruby McGregor-Smith’s<br />
appointment as Chief Executive, she will chair all future Employee<br />
Forums indicating to the employee representatives the importance<br />
that both Ruby McGregor-Smith and the Group attach to this<br />
forum.We look forward to an increase in involvement and activity<br />
of our employee representatives.<br />
In maintaining a culture of share ownership, the Directors believe<br />
that employees should be encouraged to build a stake in the<br />
Company through the ownership of MITIE Group PLC shares.The<br />
Directors are recommending, subject to Shareholder approval,<br />
the introduction of a LTIP to reward, retain and incentivise senior<br />
members of the MITIE management team.The Group also<br />
operates a Save As You Earn Share Scheme and an Executive<br />
Share Option Scheme in the shares of MITIE Group PLC. In<br />
addition, it continues to support the MITIE Model and employee<br />
participation in the shares of certain of its subsidiaries.<br />
Payment of creditors<br />
The Group’s policy is to comply with the terms of payment agreed<br />
with suppliers.Where terms are not negotiated, the Group<br />
endeavours to adhere to the suppliers’ standard terms.At<br />
31 March 2007, the Group had 48 days’ purchases outstanding<br />
(2006: 55 days) and the Company had 17 days’ purchases<br />
outstanding (2006: 17 days).<br />
Financial instruments<br />
The Group’s policy with regards to financial instruments and<br />
the risks to the Group are discussed in the Group Finance<br />
Director’s statement.<br />
Charitable donations<br />
Charitable donations made during the year amounted to<br />
£116,650 (2006: £105,800). Donations were made to local<br />
charities serving the communities in which the Group operates.<br />
As a matter of policy, no political contributions were made during<br />
the year (2006: £nil).<br />
Suzanne Baxter<br />
Company Secretary<br />
18 May 2007<br />
MITIE Group PLC Annual Report and Accounts 2007 39
Directors’remuneration report<br />
Introduction<br />
This remuneration report has been prepared in accordance with<br />
Schedule 7A of the Companies Act 1985 and summarises the<br />
Company’s remuneration policy and particularly its application in<br />
connection with the Directors.The report also describes how the<br />
Company applies the principles of good corporate governance<br />
in relation to Directors’ remuneration in accordance with the<br />
Combined Code 2003 and the Directors’ Remuneration Report<br />
Regulations 2002.<br />
Shareholders will be provided with an opportunity to vote on<br />
this Remuneration report as set out in this Annual Report at the<br />
forthcoming AGM. Further details are contained in the Notice<br />
of AGM.<br />
Shareholder approval will also be sought for the introduction<br />
of the MITIE Group LTIP for selected Executive Directors and other<br />
senior executives of MITIE. Details of this new plan are being sent<br />
to Shareholders and enclosed in the Notice of AGM.<br />
Shareholder approval will also be sought to permit certain<br />
changes to the rules of the Executive Share Option Scheme and<br />
the Save As You Earn scheme as outlined in the Notice of AGM.<br />
Information not subject to audit<br />
Remuneration Committee<br />
The Remuneration Committee (the Committee) has responsibility<br />
for determining the remuneration packages of the Executive<br />
Directors and the Chairman. It is also responsible for overseeing<br />
the operation of all share schemes operated by the Group.The<br />
terms of reference of the Committee are available on the Group’s<br />
website, www.mitie.co.uk or on request.<br />
Throughout the year, the members of the Committee were Ishbel<br />
Macpherson (Chairman), David Jenkins, Cullum McAlpine and<br />
Sir John Jennings (retired 30 March 2007). Graeme Potts was<br />
appointed a member on 30 March 2007 following Sir John<br />
Jennings’ retirement.All members of the Committee are<br />
independent Non-Executive Directors.<br />
By invitation of the Committee, meetings may also be attended<br />
by David Ord and the other Non-Executive Directors, Ian Stewart<br />
and Ruby McGregor-Smith. No person is present during<br />
discussions relating to their own remuneration.<br />
During the year, the Committee engaged New Bridge Street<br />
Consultants LLP (NBSC) to assist with a review of senior executive<br />
remuneration, with a particular focus on the introduction of the<br />
LTIP. Other than remuneration advice, NBSC does not provide any<br />
other services to the Company.<br />
Remuneration policy<br />
The remuneration policy for the Executive Directors and other<br />
senior executives of MITIE is shaped by the need to recruit,<br />
retain and motivate individuals of the right calibre.The policy<br />
also has regard to the Company’s culture, taking into account<br />
the MITIE Model, which encourages equity ownership in order<br />
to maximise the alignment between the Company’s Executives<br />
and its Shareholders. In order to maintain and further develop<br />
its performance culture, the Company’s policy is that Executive<br />
remuneration packages contain significant performance<br />
related elements.<br />
Annual bonus<br />
The annual bonus is designed to enable the Executive Directors<br />
to share in the success of the Group and, where relevant, the<br />
divisions for which the Executive Director is responsible.<br />
All the Executive Directors have a maximum annual bonus<br />
potential of 100% of salary.<br />
For Ian Stewart (until becoming Non-Executive Deputy Chairman<br />
at which point he ceased to be eligible for a bonus), Ruby<br />
McGregor-Smith and Suzanne Baxter, their bonus for the year<br />
ended 31 March 2007 was based on the achievement of Group<br />
budgeted profit before tax and amortisation.<br />
Service contracts<br />
All the Executive Directors have rolling service contracts which<br />
provide for a maximum of twelve months’ notice from either party.<br />
There are no provisions for compensation on termination of<br />
employment set out within the contracts of the Executive<br />
Directors.<br />
The dates of the contracts of the Executive Directors are set<br />
out below:<br />
Date of<br />
principal Notice Date of<br />
Executive Directors contract period leaving<br />
Colin Acheson 1 April 2003 12 months –<br />
Suzanne Baxter (1) 10 April 2006 12 months –<br />
Roger Goodman 1 April 2003 12 months –<br />
Colin Hale 1 April 2003 12 months –<br />
Ruby McGregor-Smith 1 April 2003 12 months –<br />
Bill Robson 1 April 2003 12 months –<br />
Ian Stewart (2) 1 April 2003 12 months –<br />
(1)<br />
Suzanne Baxter was appointed to the Board on 10 April 2006.<br />
(2)<br />
Ian Stewart stepped down from his role as Chief Executive on 30 March<br />
2007 to become Non-Executive Deputy Chairman.<br />
Policy for Non-Executive Directors’ fees and appointment<br />
The fees for the Non-Executive Directors are set by the Board,<br />
and are reviewed annually. Non-Executive Directors are not<br />
eligible to participate in any of the Company’s incentive<br />
schemes, nor do they receive pensions or ancillary benefits.<br />
The fee levels of the Non-Executive Directors take account<br />
of the knowledge and experience that they bring to the Group.<br />
The Chairman, David Ord, received a fee of £80,000 worth of<br />
MITIE Group PLC shares defined at the mid-market price for MITIE<br />
Group PLC shares for the year ended 31 March 2007, which<br />
covered all his duties.The cash equivalent based on the value<br />
of MITIE Group PLC shares at 31 March 2007 was £90,000 (2006:<br />
£92,000). Sir John Jennings received 40,000 MITIE Group PLC<br />
shares in respect of all his fees for the year ended 31 March 2007.<br />
The cash equivalent of those shares was £96,000 (2006: £80,000).<br />
The remaining Non-Executive Directors received base fees of<br />
£40,000 (2006: £40,000), with additional fees of £5,000 (2006: £nil)<br />
for chairing a Committee of the Board with the exception of<br />
Cullum McAlpine who received total fees of £29,000 in the year<br />
ended 31 March 2007 (2006: £29,000).<br />
Letter of Notice Date of<br />
Non-Executive Directors appointment period leaving<br />
David Jenkins (1) 31 January 2006 6 months –<br />
Sir John Jennings 26 April 2004 6 months 30 March<br />
2007<br />
Cullum McAlpine (2) 3 August 2005 6 months –<br />
Ishbel Macpherson (3) 27 July 2005 6 months –<br />
Roger Matthews 4 December 2006 6 months –<br />
David Ord 26 April 2004 6 months –<br />
Graeme Potts 1 August 2006 6 months –<br />
Ian Stewart (4) 30 March 2007 6 months –<br />
(1)<br />
David Jenkins was appointed Chairman of the Nomination Committee<br />
on 30 March 2007 following Sir John Jennings’ retirement.<br />
(2)<br />
Chairman of the Audit Committee.<br />
(3)<br />
Chairman of the Remuneration Committee.<br />
(4)<br />
Ian Stewart was appointed Non-Executive Deputy Chairman<br />
on 30 March 2007.<br />
For the remaining Executive Directors, one third of their bonus was<br />
dependent on the achievement of Group budgeted profit before<br />
tax and amortisation, with the balance being based on specific<br />
targets relating to the performance of that individual’s area of<br />
responsibility.<br />
40 MITIE Group PLC Annual Report and Accounts 2007
Total Shareholder Return performance graph<br />
The graph below shows the value of £100 invested in MITIE shares on 1 April 2002 compared with £100 invested in the FTSE 250 Index<br />
and the FTSE 350 Support Services Index on the same date.The other points are the values at intervening financial year ends:<br />
The market price of the Company’s shares as at 31 March 2007 was 230.3p.The highest and lowest prices during the year were<br />
261.8p and 176.0p respectively.<br />
Rebased to 100<br />
From 01 April 2002 to 30 March 2007<br />
240<br />
220<br />
200<br />
180<br />
160<br />
140<br />
120<br />
100<br />
80<br />
60<br />
40<br />
Apr - 02 Mar - 03 Mar - 04 Mar - 05 Mar - 06 Mar - 07<br />
MITIE (+72.4%) FTSE 250 (+117.8%)<br />
FTSE 350 Support Services (+19.1%)<br />
Source: Datastream.<br />
Information subject to audit<br />
Directors’ remuneration<br />
The table below provides details of Directors’ remuneration paid to or receivable by each person who served as a Director at any time<br />
during the year:<br />
Performance<br />
Base related 2007 2006<br />
salary/fees bonuses Benefits Pensions Total Total<br />
£’000 £’000 £’000 £’000 £’000 £’000<br />
Executive Directors<br />
C S Acheson (1) 195 146 16 11 368 202<br />
S Baxter (2) 197 197 16 26 436 –<br />
N R Goodman 231 231 16 11 489 397<br />
C S Hale 239 239 16 11 505 491<br />
R McGregor-Smith 290 290 16 11 607 534<br />
W Robson 205 205 16 11 437 377<br />
I R Stewart (3) 332 332 28 3 695 633<br />
Non-Executive Directors<br />
D S Jenkins 40 – – – 40 3<br />
C McAlpine 29 – – – 29 29<br />
I J S Macpherson 45 – – – 45 27<br />
R Matthews 13 – – – 13 –<br />
D C Ord (Chairman) 90 – – – 90 92<br />
G Potts 27 – – – 27 –<br />
Former Non-Executive Directors<br />
M J Chande (4) – – – – – 30<br />
Sir John Jennings 96 – – – 96 80<br />
Total 2,029 1,640 124 84 3,877 2,895<br />
(1)<br />
Colin Acheson waived his entitlement to bonuses amounting to £49,000 (2006: £58,000).<br />
(2)<br />
Suzanne Baxter was appointed as a Director on 10 April 2006.<br />
(3)<br />
Ian Stewart was appointed Non-Executive Deputy Chairman on 30 March 2007. He received no fees in respect of his Non-Executive directorship<br />
for the year ended 31 March 2007.<br />
(4)<br />
Under an agreement to provide the Group with the services of Manish Chande, fees were paid to a third party, Mountgrange Limited, of £nil<br />
(2006: £29,925).<br />
N R Goodman was released by the Company to serve as Chairman for Networkers International plc with effect from 1 May 2006.<br />
He receives £25,000 per annum in fees from Networkers International plc which he retains. No other Executive Director receives any<br />
fees in respect of a Non-Executive Directorship held by them outside of the Group.<br />
MITIE Group PLC Annual Report and Accounts 2007 41
Directors’remuneration report continued<br />
Pensions table<br />
The pension benefit of Directors who are members of the MITIE Group PLC defined benefit pension scheme is set out below:<br />
Increase in<br />
Accrued pension accrued pension Real increase in Accrued pension<br />
31 March 2006 during the year accrued pension 31 March 2007<br />
£’000 £’000 £’000 £’000<br />
C S Acheson 35 3 1 38<br />
N R Goodman 20 2 1 22<br />
C S Hale 13 2 1 15<br />
R McGregor-Smith 5 2 1 7<br />
W Robson 24 2 1 26<br />
I R Stewart 129 18 14 147<br />
The following table sets out the transfer values of the Directors’ accrued benefits under the defined benefit pension scheme calculated<br />
in a manner consistent with retirement benefit schemes:<br />
Increase in accrued Real increase In<br />
Transfer values Contributions made pension over the year accrued pension Transfer value<br />
31 March 2006 by the Director (net of contributions) (net of contributions) 31 March 2007<br />
£’000 £’000 £’000 £’000 £’000<br />
C S Acheson 397 8 3 8 506<br />
N R Goodman 294 8 2 12 368<br />
C S Hale 116 8 2 5 161<br />
R McGregor-Smith 32 8 2 3 53<br />
W Robson 282 8 2 9 360<br />
I R Stewart 2,378 10 18 239 2,867<br />
The transfer values disclosed above do not represent a sum paid or payable to the individual Director. Instead they represent<br />
a potential liability of the scheme.<br />
Suzanne Baxter is not a member of the MITIE Group PLC Defined Benefit Pension Scheme as the Scheme is closed to new entrants.<br />
Pension contributions for Suzanne Baxter are paid into a separate defined contribution pension scheme.<br />
Directors’ interests in shares and share options<br />
The beneficial interests of the Directors who were in office on 31 March 2007 in the share capital of the Company are as shown below:<br />
1 April 2006<br />
or if later date<br />
31 March 2007 of appointment<br />
Ordinary Shares Ordinary Shares<br />
of 2.5p of 2.5p<br />
Number<br />
Number<br />
Executive Directors<br />
C S Acheson 764,100 1,173,100<br />
S Baxter 10,000 –<br />
N R Goodman 1,237,213 1,237,213<br />
C S Hale 441,134 466,134<br />
R McGregor-Smith 88,012 57,494<br />
W Robson 1,500,713 1,500,713<br />
Non-Executive Directors<br />
D S Jenkins 50,000 –<br />
C McAlpine 40,000 40,000<br />
I J S Macpherson 25,651 5,900<br />
R Matthews 20,000 –<br />
D C Ord 222,761 200,542<br />
G Potts 15,000 –<br />
Sir John Jennings 544,000 744,000<br />
I R Stewart 3,020,000 4,020,000<br />
42 MITIE Group PLC Annual Report and Accounts 2007
Directors also had beneficial interests in the share capital of subsidiary companies as follows:<br />
31 March 2007 1 April 2006<br />
Number<br />
Number<br />
R McGregor-Smith<br />
MITIE Catering Services (London) Ltd B Ordinary Shares of £1 each 5,000 5,000<br />
MITIE Engineering Services (Edinburgh) Ltd B Ordinary Shares of £1 each 2,000 2,000<br />
MITIE Engineering Services (North East) Ltd B Ordinary Shares of £1 each 1,500 1,500<br />
MITIE Engineering Services (West Midlands) Ltd B Ordinary Shares of £1 each 1,500 1,500<br />
MITIE Industrial Cleaning (North) Ltd B Ordinary Shares of £1 each – 1,750<br />
MITIE Landscape (Northern) Ltd B Ordinary Shares of £1 each – 3,300<br />
MITIE Security (South West) Ltd B Ordinary Shares of £1 each 3,200 3,200<br />
MITIE Services (Retail) Ltd B Ordinary Shares of £1 each 10,000 10,000<br />
MITIE Transport Services Ltd C Ordinary Shares of £1 each 4,500 4,500<br />
N R Goodman<br />
MITIE Catering Services Ltd B Ordinary Shares of £1 each 8,333 8,333<br />
On 24 July 2006, MITIE Group PLC acquired the minority interest in MITIE Industrial Cleaning (North) Limited, including Ruby McGregor-<br />
Smith’s holding of 1,750 Ordinary Shares of £1 each.The consideration paid to Ruby McGregor-Smith of £1,487 was satisfied in cash.<br />
On 4 December 2006, MITIE Group PLC acquired the minority interest in MITIE Landscape (Northern) Limited, including Ruby McGregor-<br />
Smith’s holding of 3,300 Ordinary Shares of £1 each.The consideration paid to Ruby McGregor-Smith of £6,105 was satisfied in cash.<br />
Directors also had interests in share options as follows:<br />
Options Options Market<br />
outstanding outstanding price on<br />
at Granted Lapsed Exercised at exercise Exercise<br />
1 April during during during 31 March date price<br />
2006 the year the year the year 2007 p p Exercisable between<br />
R McGregor-Smith<br />
Approved scheme 22,700 – – (22,700) – 237 132 –<br />
Unapproved scheme 77,300 – – (77,300) – 237 132 –<br />
Unapproved scheme 100,000 – – – 100,000 – 127 12.06.2007 to 12.06.2014<br />
Unapproved scheme 100,000 – – – 100,000 – 162 24.06.2008 to 24.06.2015<br />
Unapproved scheme – 100,000 – – 100,000 – 191 22.06.2009 to 22.06.2016<br />
S Baxter<br />
Approved scheme – 15,000 – – 15,000 – 191 22.06.2009 to 22.06.2016<br />
Unapproved – 35,000 – – 35,000 – 191 22.06.2009 to 22.06.2016<br />
MITIE Group PLC Annual Report and Accounts 2007 43
Directors’remuneration report continued<br />
The share options stated above were granted under the MITIE<br />
Group PLC Executive Share Option Scheme 2001.<br />
Ruby McGregor-Smith’s gain on the exercise of share options<br />
was £105,000 (2006: £nil).<br />
The performance criterion for the Scheme that must be met<br />
requires a percentage growth in the Group’s earnings per share<br />
equal to or in excess of 10.0% per annum compound over the<br />
period from the date of grant of the option to the date on which<br />
the option first becomes exercisable.The performance criterion<br />
selected is no different for the Directors than for any other<br />
member of the Scheme. Proposals for changes to the<br />
performance criterion for the Scheme will be proposed<br />
to Shareholders at the AGM.<br />
No payment was made for the grant of the options and there<br />
have been no variations to the terms and conditions or<br />
performance criterion for share options since the grant date.<br />
The market price of Ordinary Shares of 2.5p each at 31 March<br />
2007 was 230.3p and the highest and lowest prices during the<br />
year were 261.8p and 176.0p respectively.<br />
Other than as stated above, no other changes in Directors’<br />
interests have taken place since 1 April 2007 and no options<br />
have been granted to any Director since 1 April 2007.<br />
This report was approved by the Board and has been signed<br />
on its behalf by:<br />
Ishbel Macpherson<br />
Chairman Remuneration Committee<br />
18 May 2007<br />
44 MITIE Group PLC Annual Report and Accounts 2007
Corporate governance<br />
The Board recognises that the manner in which the Group<br />
is governed is critical to the long-term success of the business.<br />
This includes managing all internal day to day aspects of the<br />
business but also managing the impact MITIE has on the wider<br />
community and environment.The Board strives to act responsibly<br />
in everything it does and when interacting with its stakeholder<br />
groups.The Board is committed to ensuring that high standards<br />
of corporate governance are achieved throughout the Group<br />
and strongly believes that any corporate governance initiatives<br />
need to promote and support good business practices.<br />
This statement, together with the Directors’ report and Directors’<br />
remuneration report, provides details of key aspects of MITIE’s<br />
corporate governance environment and explains the manner<br />
in which the Board of MITIE Group PLC has applied the principles<br />
and provisions of good governance as set out in section 1<br />
of Combined Code issued in July 2003.<br />
The Board<br />
Board responsibility<br />
Matters that are exclusively dealt with by the Board include<br />
setting Group objectives and strategies; approving business<br />
plans and budgets and monitoring performance against these;<br />
approving material tenders, acquisitions, disposals, and business<br />
start-ups; approving the Group’s Interim and Annual Reports;<br />
appointing and removing the Chairman, Directors and Company<br />
Secretary; and monitoring the Group’s corporate governance<br />
arrangements.These matters are set out in the Group’s ’Schedule<br />
of Matters Reserved for the Board’ which was updated during the<br />
year and approved by the Board on 19 May 2006 and which is<br />
available on the Group’s website, www.mitie.co.uk<br />
Board of Directors<br />
At the start of the year there were six Executive Directors, four<br />
Independent Non-Executive Directors and the Chairman.As<br />
a result of a number of changes to the Board during the year,<br />
details of which are set out in this statement, at 31 March 2007<br />
the Board consisted of six Executive Directors, five Independent<br />
Non-Executive Directors, one Non-Executive Director, Ian Stewart,<br />
not considered independent and the Chairman.The names<br />
and biographical details of these Directors are set out on page<br />
36.The balance of the Board is discussed in the Nomination<br />
Committee section of this statement.<br />
On 30 March 2007 Ruby McGregor-Smith was appointed Chief<br />
Executive following the retirement of Ian Stewart who assumed<br />
the role of Non-Executive Deputy Chairman. Ruby joined the<br />
Board of MITIE in December 2002 as Group Finance Director<br />
and was subsequently appointed as Chief Operating Officer<br />
in September 2005.<br />
On 10 April 2006 Suzanne Baxter was appointed to the Board<br />
as Group Finance Director. Suzanne is a Chartered Accountant<br />
and has extensive experience of the sector following seven years<br />
operating at divisional board level within Serco Group plc.<br />
Two new Independent Non-Executive Directors have also been<br />
appointed during the year: Graeme Potts on 27 July 2006 and<br />
Roger Matthews on 4 December 2006. Graeme was previously<br />
Managing Director for Inchcape UK, Europe & South America<br />
Retail and a member of the Board of Inchcape Plc. He has<br />
extensive experience in the automotive retail and business<br />
services sectors as well as the PLC environment. Roger is currently<br />
a Non-Executive Chairman for LSL Property Services PLC and<br />
Land of Leather Holdings PLC. Roger has gained extensive<br />
experience in the food retail and business services sectors as<br />
Group Finance Director for J. Sainsbury PLC and as a main Board<br />
member of Compass Group PLC.<br />
Specialist recruitment consultants were used to help identify<br />
suitable candidates for these positions after due consideration<br />
was given by the Nomination Committee to the nature of the role<br />
and the skills and experience required by the Board. Following<br />
an assessment of all individuals identified and a detailed<br />
interview process, the Nomination Committee recommended<br />
these appointments to the Board.<br />
Sir John Jennings retired from the Board and from his positions<br />
as Deputy Chairman, Senior Independent Non-Executive Director<br />
and Chairman of the Nomination Committee on 30 March 2007<br />
having served on the Board for nine years. Cullum McAlpine<br />
was appointed to the role of Senior Independent Non-Executive<br />
Director and David Jenkins was appointed Chairman of the<br />
Nomination Committee.<br />
Chairman and Chief Executive<br />
To ensure that there remains a clear division between the role<br />
of Chairman and Chief Executive, the responsibilities associated<br />
with these roles have been reviewed and their Terms of<br />
Reference updated.<br />
As Chairman, David Ord is responsible for the effective running<br />
of the Board.This includes ensuring that the Non-Executive<br />
Directors contribute effectively, that there are constructive<br />
relations between Executive and Non-Executive Directors and that<br />
the Board is aware of the views of major Shareholders. David is<br />
also responsible for ensuring that the Board addresses major<br />
challenges faced by MITIE and that the performance of the<br />
Board and its Committees is effective.<br />
The Chairman is available to consult with Shareholders throughout<br />
the year and is available at the AGM.<br />
As Chief Executive, Ian Stewart was responsible for all aspects of<br />
the operation and management of the Group and its business<br />
during the year within the authorities delegated by the Board.This<br />
responsibility passed to Ruby McGregor-Smith on 30 March 2007.<br />
The role of the Executive and Non-Executive Directors<br />
The Executive Directors are collectively responsible for proposing<br />
strategy and for making and implementing operational<br />
decisions. Non-Executive Directors are responsible for exercising<br />
their independent skill and judgement and contributing to the<br />
formulation of strategy, policy and decision making.<br />
The terms of appointment of the Non-Executive Directors<br />
and the Executive Directors’ service contracts are available for<br />
inspection at the Company’s Registered Office, the Head Office<br />
and at the AGM.<br />
Company Secretary<br />
Suzanne Baxter, the Group Finance Director, was appointed<br />
Company Secretary on 30 June 2006 following the resignation<br />
of Corina Ross.As Company Secretary, Suzanne is responsible<br />
for ensuring that Board procedures and applicable rules and<br />
regulations are observed, including advising on all governance<br />
matters.<br />
Director independence<br />
During the year Non-Executive Director independence was<br />
considered by the Board.The Board determined that all<br />
Non-Executive Directors at 31 March 2007, with the exception<br />
of the Deputy Chairman Ian Stewart, were independent in mind<br />
and judgement, and free from any material relationship that<br />
could interfere with their ability to discharge their duties<br />
effectively. Specific consideration was given to David Jenkins’<br />
previous role with Deloitte & Touche LLP, MITIE’s external auditor.<br />
The Board determined that David is independent given that he<br />
was not involved in the provision of services to MITIE.Additional<br />
consideration was given to directorships held by both Cullum<br />
McAlpine and David Jenkins on the Board of Renewable Energy<br />
Systems Holdings Limited and two of its subsidiaries.The Board<br />
does not consider these directorships to adversely impact either<br />
of the Non-Executive Director’s independence after giving due<br />
consideration to the integrity, contribution and conduct of each<br />
of these Directors.<br />
MITIE Group PLC Annual Report and Accounts 2007 45
Corporate governance continued<br />
External appointments and commitments<br />
Executive Directors are permitted to accept appointments<br />
outside the Group providing permission is sought from the Chief<br />
Executive and that the additional appointments do not interfere<br />
with the Director’s ability to effectively discharge their duties.The<br />
commitments outside the Group of the Executive Directors are<br />
described within the Board of Directors profiles on page 36.<br />
Executive Directors are entitled to retain any fees earned from<br />
these external appointments.<br />
Board meetings<br />
Procedures are in place to ensure that each Director is supplied<br />
with an agenda and supporting papers for all meetings on<br />
a timely basis.This ensures that each Director is appropriately<br />
briefed and able to properly discharge their duties. Papers<br />
submitted regularly for the Board’s review include a report on<br />
current trading and performance, matters relating to corporate<br />
development activities (for example, acquisitions and minority<br />
share acquisitions) and matters relating to corporate<br />
governance.The Board will also receive, from time to time,<br />
detailed presentations from non-Board members on matters<br />
of significance.<br />
The Board, its Committees and its Directors have access to the<br />
advice and services of the Company Secretary and, if required,<br />
external independent legal advice.Associated costs are funded<br />
by MITIE.<br />
All Directors are expected, where possible, to attend all Board<br />
meetings and the AGM. During the year ended 31 March 2007,<br />
there were seven scheduled Board meetings.Additional<br />
unscheduled Board meetings were held to deal with specific<br />
matters, predominantly for the approval of the issue of shares,<br />
while dedicated strategy and budgeting meetings have also<br />
been held.<br />
Directors’ attendance at scheduled Board and Committee<br />
meetings (Audit, Remuneration and Nomination) of which they<br />
are members is shown in the following table:<br />
Director Board Audit Remuneration Nomination<br />
Number of<br />
meetings held<br />
in year 7 3 5 5<br />
D C Ord 6 – – 5<br />
I R Stewart (1) 7 – – –<br />
C S Acheson 7 – – –<br />
S C Baxter (1, 2) 7 – – –<br />
N R Goodman 7 – – –<br />
C S Hale 7 – – –<br />
R McGregor-Smith (1) 7 – – –<br />
W Robson 5 – – –<br />
D S Jenkins 7 3 5 5<br />
Sir J S Jennings (3) 6 3 5 5<br />
I J S Macpherson 7 3 5 5<br />
R J Matthews (4) 2 – – –<br />
C McAlpine 7 3 5 5<br />
G Potts (5) 4 – – –<br />
(1)<br />
Ian Stewart, Ruby McGregor-Smith and Suzanne Baxter all attended<br />
the Audit Committee meetings by invitation.<br />
(2)<br />
In her capacity as Company Secretary, Suzanne Baxter also attended<br />
Remuneration and Nomination Committee meetings on one occasion.<br />
(3)<br />
Sir John Jennings retired from the Board on 30 March 2007.<br />
(4)<br />
Roger Matthews was appointed to the Board on 4 December 2006<br />
and has attended all meetings since being appointed.<br />
(5)<br />
Graeme Potts was appointed to the Board on 27 July 2006 and has<br />
attended all meetings since being appointed.<br />
In addition to scheduled Board and Committee meetings during<br />
the year, the Chairman met with the Non-Executive Directors on<br />
eight occasions without the Executive Directors being present.<br />
Director appointment, induction, training and appraisal<br />
Subsequent to appointment by the Board, all new Directors are<br />
subject to re-election by the Shareholders at the first AGM after<br />
their appointment.All Directors have also been re-elected within<br />
a three-year period, as required by MITIE’s Articles of Association.<br />
Directors due for re-election at the next AGM are shown in the<br />
Directors’ report.<br />
None of the Executive or Non-Executive Directors has a service<br />
contract with a notice period greater than twelve months.<br />
Each new Director receives a tailored induction suitable to their<br />
role. For example, the induction for the Group Finance Director,<br />
Suzanne Baxter, included formal meetings with, and<br />
presentations from, key Directors and senior managers of the<br />
Group and a two-week tour of key operating businesses and<br />
meetings with the respective management of those businesses.<br />
The induction for Graeme Potts and Roger Matthews, two new<br />
Non-Executive Directors, included meetings with the Chief<br />
Executive and Group Finance Director.All new Directors also<br />
received a tailored information pack which included a copy of<br />
MITIE’s Memorandum and Articles of Association, latest Annual<br />
Report and Accounts, Committee Terms of Reference and copies<br />
of recent Board Minutes and supporting papers.All Directors<br />
have access to management and the operating businesses<br />
in MITIE at their request.<br />
The Board is committed to effective and rigorous review of<br />
its performance and that of the Committees and individual<br />
Directors.To this end, an evaluation of the performance and<br />
effectiveness of the Board, its Committees and of each Director<br />
is performed each year.<br />
Executive Director performance evaluation for the current year<br />
has been carried out using a combination of formal appraisal<br />
questionnaires completed by all Board members, assessing<br />
performance against agreed targets and through various<br />
meetings with the Chief Executive.The performance of the<br />
Non-Executive Directors, including the Chairman, the Board<br />
as a whole and its Committees is also evaluated using formal<br />
appraisal questionnaires, completed by all Board members,<br />
and through informal meetings and discussions. Feedback from<br />
these activities is collated and reported to the Chairman, Chief<br />
Executive and the Board. Results of the prior year appraisal<br />
process identified an overall level of satisfaction with the<br />
performance of the Board and that of its Committees and<br />
Directors.Additionally, action taken in response to this feedback<br />
included the need to continue to monitor the balance of<br />
Executive and Independent Non-Executive Directors, and the<br />
sector relevant expertise of the Independent Non-Executive<br />
Directors, and minor changes to the information reported to the<br />
Board. Similarly, action will be taken throughout the current year<br />
to introduce improvements as identified in the evaluation exercise<br />
undertaken for the year ended 31 March 2007.<br />
The Committees<br />
Executive Committee<br />
The Executive Committee’s current members include the<br />
Executive Directors of MITIE Group PLC. Senior divisional<br />
management are also invited to attend all scheduled meetings.<br />
During the year the Committee was chaired by the then Chief<br />
Operating Officer, Ruby McGregor-Smith. Ruby continues to chair<br />
the Committee in her role as Chief Executive.<br />
During the year the specific responsibilities of the Executive<br />
Committee were reviewed by the Board. Subsequently the<br />
Committee’s Terms of Reference were updated and approved<br />
by the Board on 24 November 2006.<br />
These responsibilities include assisting the Board and Chief<br />
Executive to develop and implement strategy, operational plans,<br />
policies, procedures and budgets, manage the day to day affairs<br />
of the Group, monitor operating and financial performance and<br />
assess and control risks that impact upon the business.<br />
In advance of each Executive Committee meeting a pack is<br />
distributed to each member and attendee.This pack includes<br />
reports on operational performance, health and safety, finance,<br />
corporate responsibility, marketing, quality, risk management,<br />
internal audit, human resources and strategic projects.The<br />
Committee also regularly receives presentations from senior<br />
managers in conjunction with the reports submitted.<br />
46 MITIE Group PLC Annual Report and Accounts 2007
Eight scheduled Executive Committee meetings were held during<br />
the year with additional unscheduled meetings being held more<br />
regularly to deal with specific matters.<br />
Audit Committee<br />
The Audit Committee consists entirely of Independent Non-<br />
Executive Directors and is chaired by Cullum McAlpine. During<br />
the year the Audit Committee comprised David Jenkins, Sir John<br />
Jennings, Ishbel Macpherson and Cullum McAlpine. On 30<br />
March 2007 Sir John Jennings ceased to be a member of<br />
the Committee following his retirement from the Board. Roger<br />
Matthews was appointed to the Committee on that date.<br />
All members of the Committee are considered as being<br />
appropriately experienced to fulfil its duties, while David Jenkins<br />
and Roger Matthews are deemed by the Board to have<br />
significant, recent and relevant financial experience through<br />
their qualifications and their previous appointments.<br />
During the year the Audit Committee invited the external auditors,<br />
Chief Executive, Chief Operating Officer, Group Finance Director<br />
and Head of Internal Audit to attend all meetings.The Committee<br />
also met separately with the external auditors and the Head of<br />
Internal Audit without the presence of the Executive Directors.<br />
Report of the Audit Committee<br />
During the year the Audit Committee held three meetings which<br />
were all attended by each member.The matters under<br />
consideration at these meetings included:<br />
• The Group’s Interim Report and Annual Report and Accounts;<br />
• Critical accounting policies and judgements;<br />
• The review of the external auditors’ audit plan, nature<br />
and scope of work and overall summary of key issues and<br />
judgements;<br />
• The re-appointment of the external auditors;<br />
• The approval of the letter of representation and fees<br />
of the external auditors;<br />
• The effectiveness of the external auditors including the<br />
appropriateness and skills of the audit team;<br />
• Compliance with the Group policy on the provision of non-audit<br />
services by the external auditors and maintenance<br />
of auditor independence;<br />
• The approval of the Internal Audit plan for the year ending<br />
31 March 2008;<br />
• The review of key Internal Audit reports and findings; and<br />
• The effectiveness of the Internal Audit function.<br />
The Audit Committee is committed to ensuring the<br />
independence and objectivity of the external auditors and<br />
confirm that the requirements of the Group’s policy on the<br />
provision of non-audit services were met.This policy restricts the<br />
external auditors from performing work which will result in them<br />
auditing their own work, making management decisions for the<br />
Group, creating a conflict of interest, finding themselves in the role<br />
of advocate for the company or creating any potential threat to<br />
their independence.Additionally, the external auditors will only be<br />
considered for the provision of non-audit services if they are best<br />
suited to perform the work in question. Deloitte & Touche LLP also<br />
maintains its own internal controls designed to safeguard their<br />
independence.<br />
A summary of the fees paid to the external auditors is given<br />
in Note 5 to the accounts.<br />
The remit of the Audit Committee also includes monitoring<br />
the arrangements by which employees may raise concerns<br />
regarding matters of financial reporting or other improprieties<br />
across the Group. During the year ’whistle-blowing’ activity has<br />
been communicated to the Committee along with the results<br />
of investigations carried out.These investigations have not<br />
identified any material risks to the Group.<br />
Remuneration Committee<br />
During the year the Remuneration Committee’s members were<br />
David Jenkins, Sir John Jennings, Ishbel Macpherson and Cullum<br />
McAlpine, all of whom are Independent Non-Executive Directors.<br />
The Committee is chaired by Ishbel Macpherson. On 30 March<br />
2007 Sir John Jennings ceased to be a member of the Committee<br />
following his retirement from the Board and Graeme Potts was<br />
appointed to the Committee.The members attended all<br />
Remuneration Committee meetings of which there were five<br />
during the year.<br />
The key duty of the Remuneration Committee is to make<br />
recommendations to the Board on the individual remuneration<br />
packages of Executive Directors and the Chairman.As a part<br />
of this process the Committee also considered the introduction<br />
of a LTIP to reward, retain and incentivise senior members of the<br />
MITIE management team. External remuneration consultants<br />
(New Bridge Street Consultants LLP) were also used to assist the<br />
Committee to determine levels of remuneration through<br />
comparisons with market and industry, and to advise on<br />
the introduction of the proposed LTIP.<br />
During the year the members of the Committee met to take into<br />
consideration the performance of each Director and implement<br />
its remuneration policy.The Committee also considered and<br />
approved the level of remuneration for the new Group Finance<br />
Director and Company Secretary. Details of the remuneration<br />
policy and the remuneration of the Directors are contained within<br />
the Directors’ remuneration report.<br />
The day to day monitoring and approval of senior management<br />
remuneration is delegated to the Executive Committee with any<br />
significant variations to the structure of senior management<br />
remuneration being referred to the Remuneration Committee.<br />
The Board is responsible for reviewing and setting the<br />
remuneration of the Non-Executive Directors.<br />
Nomination Committee<br />
During the year the Nomination Committee comprised David<br />
Jenkins, Sir John Jennings, Ishbel Macpherson, Cullum McAlpine<br />
and David Ord. On 30 March 2007 Sir John Jennings ceased to<br />
be Chairman and a member of the Committee following his<br />
retirement and David Jenkins was appointed Chairman. During<br />
the year five meetings took place which all members attended.<br />
A key function of the Committee is to evaluate the balance and<br />
composition of the Board and ensure that new Directors bring<br />
the requisite skills, knowledge and experience required for the role<br />
being considered.<br />
The Board and Committee recognise that, following changes<br />
to the membership of the Board during the year, there remains<br />
an imbalance in the number of Executive and Independent<br />
Non-Executive Directors and that the composition of the Board<br />
has not complied with provision A.3.2 of the Combined Code<br />
regarding the balance of the Board.The Board and Committee<br />
are satisfied that the current composition is appropriate having<br />
regard in particular to the integrity, skills, knowledge and<br />
experience of its Directors and the size and nature of the<br />
business.The Committee is also keen to ensure that the Board<br />
does not become too large and unwieldy.The composition of<br />
the Board will remain under review and, if considered necessary,<br />
will be subject to change as the need arises.<br />
The Committee ensured that on appointment to the Board the<br />
new Non-Executive Directors received a letter of appointment<br />
setting out their obligations and commitment.<br />
A full evaluation of succession planning was also undertaken<br />
by the Committee during the year.As such, the Committee also<br />
fulfiled its obligations in considering the retirement of Sir John<br />
Jennings and Ian Stewart and the succession of Cullum<br />
McAlpine as Senior Independent Non-Executive Director<br />
and Ruby McGregor-Smith as Chief Executive.<br />
The specific duties and responsibilities of each Committee are set<br />
out in its Terms of Reference which are available on the Group’s<br />
website, www.mitie.co.uk<br />
No individual Director is Chairman of more than one Committee<br />
to ensure that undue reliance is not placed on a particular<br />
Director or Committee member.<br />
MITIE Group PLC Annual Report and Accounts 2007 47
Corporate governance continued<br />
Shareholder communications<br />
The Board of Directors is committed to an ongoing dialogue<br />
with institutional and private investors.The principal method of<br />
communication between the Board and Shareholders remains<br />
news announcements, the Interim Report, the Annual Report and<br />
Accounts, the CR Report and MITIE’s website, www.mitie.co.uk.A<br />
full programme of formal and informal events, institutional investor<br />
meetings and presentations are also held following the Interim<br />
and Annual Results announcements which are led by the<br />
Executive Directors.The Chairman and Non-Executive Directors<br />
may attend and are available for additional meetings with<br />
Shareholders on request.<br />
Latest Group information, financial reports, corporate governance<br />
and corporate responsibility matters, Interim and Annual<br />
Results presentations, major Shareholder information and all<br />
announcements are made available to Shareholders via the MITIE<br />
website which has a specific area dedicated to investor relations.<br />
Significant importance is attached to investor feedback on the<br />
Group’s performance, and as such the Executive Committee<br />
receives an Investor Relations Report at each meeting detailing<br />
corporate news, share price activity, investor relations activity<br />
and major Shareholder movements.The Board is updated by<br />
the Executive Directors on these matters and receives analyst<br />
feedback following the Interim and Annual Results presentations.<br />
The AGM also allows for Shareholders to address and discuss any<br />
issues surrounding the Group directly with the Executive and Non-<br />
Executive Directors.<br />
Internal control and risk management<br />
The Board recognises that it is responsible for the Group’s system<br />
of internal control and for reviewing its effectiveness.This system<br />
is designed to support the Group’s pursuit of achieving its<br />
objectives and strategies and also the identification and<br />
management of risks that may impact upon MITIE and the<br />
environment in which the Group operates.The system of internal<br />
control is designed to manage rather than eliminate the risk of<br />
failing to achieve these objectives and strategies, and it will only<br />
provide reasonable, and not absolute, assurance against<br />
material misstatement and loss.<br />
Key features of MITIE’s system of internal control are set out below.<br />
Culture, responsibility and accountability<br />
The Board and senior management are responsible for<br />
maintaining and developing a culture of integrity, competence,<br />
fairness and responsibility throughout the Group. Essential to this<br />
is the recruitment and retention of highly skilled individuals who<br />
promote the highest standards of integrity, competence,<br />
governance and ethical behaviour.<br />
Group policies and procedures support the business by providing<br />
an operational internal control framework for the Group, each<br />
division and operating subsidiary to work within which is<br />
appropriate to the nature of the business being undertaken.<br />
This framework is designed to balance the need for Group-wide<br />
consistency and control with the autonomy local management<br />
require to develop and manage each operating subsidiary<br />
successfully.<br />
In order to delegate responsibilities clearly and effectively to the<br />
Group’s operating subsidiaries, and to ensure consistency with<br />
the updated Schedule of Matters Reserved for the Board, a<br />
revised Delegated Authorities Matrix has been approved by the<br />
Board and implemented in the year.The matrix focuses on both<br />
financial and non-financial authorities and includes matters<br />
relating to strategy, contract approval, recruitment, capital<br />
expenditure, banking transactions and specific Group policies.<br />
Each operating subsidiary is headed by a Managing or Regional<br />
Director who has authority to manage their business within this<br />
framework of delegated authorities and Group policies and<br />
procedures outlined above.<br />
To support the business further, the Group Head Office has<br />
a team of specialist resources with individuals responsible for<br />
specific functions including legal, health and safety, IT, insurance,<br />
human resources, finance and internal audit. Regular dialogue<br />
between these functions and the operating businesses provides<br />
additional support, forms a key part of the system of internal<br />
control and ensures that compliance with policies and<br />
procedures is effectively monitored.<br />
The level of support provided to the business by the Group Head<br />
Office is constantly under review and, where necessary, has been<br />
enhanced during the year to strengthen the Group’s system<br />
of internal control.<br />
Information and communication<br />
The Group maintains a number of systems and processes that<br />
report relevant information to Group management and the<br />
Board and Executive Committee as necessary.This includes<br />
financial and non-financial information regarding business<br />
performance, compliance with policy and procedure, relevant<br />
regulations and business critical matters.<br />
At a local level each company and division hold regular Board<br />
meetings.To maintain and develop relationships between<br />
separate divisions, and to address specific matters, regional<br />
meetings are also held and are attended by regional<br />
representatives of each division. Senior Group management<br />
regularly attend these meetings.<br />
The Group also maintains an extensive intranet which allows all<br />
employees to access key information as well as Group policies,<br />
procedures and guidelines.<br />
Risk management<br />
The Board confirms that there is a continuing process for<br />
identifying, evaluating, and managing significant risks faced<br />
by the Group.The Board also confirms that this process has been<br />
in place throughout the year under review and up to the date<br />
of approval of the Annual Report and Accounts, and that this<br />
process is monitored by the Board in accordance with the<br />
revised guidance on Internal Control issued by the Financial<br />
Reporting Council.<br />
The process for identifying, evaluating and managing principal<br />
risks requires each division and the Group Head Office to<br />
consider strategic, operational, financial and compliance risks<br />
and the effectiveness of the mitigating controls based on a pre<br />
and post controls risk evaluation. Larger divisions maintain similar<br />
processes on a subsidiary, regional or contract basis, depending<br />
upon the structure of each division and the nature of contracts<br />
undertaken, and consolidate the information into a divisional<br />
risk register.<br />
These risk registers are reported to the Group’s Business Risk<br />
function for review every six months and are consolidated into<br />
a Group Risk Register which is reviewed by the Board and the<br />
Executive Committee twice a year.<br />
The Group’s risk management framework is regularly reviewed<br />
to ensure that it is effective and tailored to meet the needs of the<br />
business. Changes during the year include refining the process<br />
for identifying, evaluating and reporting principal risks, revision<br />
of the Group Risk Management Policy and the provision of<br />
associated training.<br />
48 MITIE Group PLC Annual Report and Accounts 2007
Monitoring the system of internal control<br />
The Board is responsible for monitoring the Group’s system of<br />
internal control and for reviewing its effectiveness. Monitoring<br />
is carried out throughout the year via the receipt and review of<br />
various reports, presentations and discussions with management,<br />
as discussed earlier in this statement, and by reviewing the work<br />
of each Committee. For example, the Audit Committee supports<br />
the Board by monitoring and guiding the activities of the Internal<br />
Audit function, including approving the internal audit programme,<br />
reviewing regular reports from the function and via meetings with<br />
the Head of Internal Audit.The internal audit programme is<br />
designed to provide a level of assurance over key risks as<br />
identified in the Group Risk Register and is developed by the<br />
Head of Internal Audit who reports to the Group Finance Director<br />
and independently to the Audit Committee.<br />
The Audit Committee also receives regular reports from the<br />
external auditors who contribute a further independent<br />
perspective on certain aspects of the internal financial control<br />
systems arising from their work.As necessary the Audit Committee<br />
will have dialogue with the Chief Executive and Group Finance<br />
Director on their control responsibilities, and in particular, those<br />
relating to specific matters reported by internal or external audit.<br />
Reviewing the effectiveness of the system of internal control<br />
Monitoring the system of internal control ensures that any<br />
relevant matters are brought to the Board’s attention and allows<br />
the Board to consider on a day to day basis the effectiveness<br />
of the system of internal control.Additionally, the Board performs<br />
a formal assessment of the operation and effectiveness of the<br />
system of internal control and updates this assessment prior<br />
to the signing of the Annual Report and Accounts.This includes<br />
consideration of reports on principal risks, controls and their<br />
effectiveness from the heads of each Head Office function<br />
and an independent report from the Head of Internal Audit<br />
summarising key audit findings.The Board also holds discussions<br />
with senior management and reviews the results of a formal<br />
internal controls review and system effectiveness confirmation<br />
from each operating subsidiary.<br />
The Board confirms that management has taken steps during<br />
the year to improve further the system of internal control, embed<br />
effective controls further into the operations of the Group and<br />
to address improvements as they come to management’s<br />
attention.These steps are monitored to ensure they are<br />
implemented appropriately and that ultimately they are effective.<br />
Compliance with the Combined Code<br />
The Board confirms that throughout the year ended 31 March<br />
2007 the Group has complied with the provisions set out in<br />
Section 1 of the Combined Code issued in July 2003 with the<br />
exception that the Board has not consisted of an at least equal<br />
number of Executive and Independent Non-Executive Directors.<br />
MITIE Group PLC Annual Report and Accounts 2007 49
Independent auditors’report to the members of MITIE Group PLC<br />
We have audited the group financial statements of MITIE Group<br />
PLC for the year ended 31 March 2007 which comprise the<br />
Consolidated income statement, the Consolidated balance<br />
sheet, the Consolidated cash flow statement, the Consolidated<br />
statement of recognised income and expense and the related<br />
Notes 1 to 32.These group financial statements have been<br />
prepared under the accounting policies set out therein.We have<br />
also audited the information in the Directors’ remuneration report<br />
that is described as having been audited.<br />
We have reported separately on the parent company financial<br />
statements of MITIE Group PLC for the year ended 31 March 2007.<br />
This report is made solely to the company’s members, as a body,<br />
in accordance with section 235 of the Companies Act 1985. Our<br />
audit work has been undertaken so that we might state to the<br />
company’s members those matters we are required to state<br />
to them in an auditors’ report and for no other purpose.To the<br />
fullest extent permitted by law, we do not accept or assume<br />
responsibility to anyone other than the company and the<br />
company’s members as a body, for our audit work, for this<br />
report, or for the opinions we have formed.<br />
Respective responsibilities of directors and auditors<br />
The directors’ responsibilities for preparing the Annual Report,<br />
the Directors’ remuneration report and the group financial<br />
statements in accordance with applicable law and International<br />
Financial Reporting Standards (IFRS’s) as adopted by the<br />
European Union are set out in the Statement of Directors’<br />
Responsibilities.<br />
Our responsibility is to audit the group financial statements in<br />
accordance with relevant legal and regulatory requirements<br />
and International Standards on Auditing (UK and Ireland).<br />
We report to you our opinion as to whether the group financial<br />
statements give a true and fair view, whether the group financial<br />
statements have been properly prepared in accordance with<br />
the Companies Act 1985 and Article 4 of the IAS Regulation and<br />
whether the part of the Directors’ Remuneration Report described<br />
as having been audited has been properly prepared in<br />
accordance with the Companies Act 1985.We also report to<br />
you whether in our opinion the information given in the Directors’<br />
report is consistent with the group financial statements.The<br />
information given in the Directors’ report includes that specific<br />
information presented in the Chairman’s statement, the Chief<br />
Executive’s statement, the Group Finance Director’s statement,<br />
the Operating review and the Corporate governance report<br />
that is cross referred from the business review section of the<br />
Directors’ report.<br />
Basis of audit opinion<br />
We conducted our audit in accordance with International<br />
Standards on Auditing (UK and Ireland) issued by the Auditing<br />
Practices Board.An audit includes examination, on a test basis,<br />
of evidence relevant to the amounts and disclosures in the group<br />
financial statements and the part of the Directors’ remuneration<br />
report to be audited. It also includes an assessment of the<br />
significant estimates and judgments made by the directors in the<br />
preparation of the group financial statements, and of whether<br />
the accounting policies are appropriate to the group’s<br />
circumstances, consistently applied and adequately disclosed.<br />
We planned and performed our audit so as to obtain all the<br />
information and explanations which we considered necessary<br />
in order to provide us with sufficient evidence to give reasonable<br />
assurance that the group financial statements and the part<br />
of the Directors’ remuneration report to be audited are free from<br />
material misstatement, whether caused by fraud or other<br />
irregularity or error. In forming our opinion we also evaluated the<br />
overall adequacy of the presentation of information in the group<br />
financial statements and the part of the Directors’ remuneration<br />
report to be audited.<br />
Opinion<br />
In our opinion:<br />
• the group financial statements give a true and fair view, in<br />
accordance with IFRS’s as adopted by the European Union,<br />
of the state of the group’s affairs as at 31 March 2007 and<br />
of its profit for the year then ended;<br />
• the group financial statements have been properly prepared<br />
in accordance with the Companies Act 1985 and Article 4<br />
of the IAS Regulation;<br />
• the part of the Directors’ remuneration report described<br />
as having been audited has been properly prepared in<br />
accordance with the Companies Act 1985; and<br />
• the information given in the Directors’ report is consistent<br />
with the group financial statements.<br />
Deloitte & Touche LLP<br />
Chartered Accountants and Registered Auditors<br />
Bristol, United Kingdom<br />
18 May 2007<br />
In addition we report to you if, in our opinion, we have not<br />
received all the information and explanations we require for<br />
our audit, or if information specified by law regarding director’s<br />
remuneration and other transactions is not disclosed.<br />
We review whether the Corporate governance report reflects the<br />
company’s compliance with the nine provisions of the 2003<br />
Combined Code specified for our review by the Listing Rules<br />
of the Financial Services Authority, and we report if it does not.<br />
We are not required to consider whether the board’s statements<br />
on internal control cover all risks and controls, or form an opinion<br />
on the effectiveness of the group’s corporate governance<br />
procedures or its risk and control procedures.<br />
We read the other information contained in the Annual Report<br />
as described in the contents section and consider whether<br />
it is consistent with the audited group financial statements.<br />
We consider the implications for our report if we become aware<br />
of any apparent misstatements or material inconsistencies with<br />
the group financial statements. Our responsibilities do not extend<br />
to any further information outside the Annual Report.<br />
50 MITIE Group PLC Annual Report and Accounts 2007
Consolidated income statement<br />
For the year ended 31 March 2007<br />
2007 2006<br />
Before Amortisation Before Amortisation<br />
amortisation of intangible amortisation of intangible<br />
and assets and and assets and<br />
discontinued discontinued<br />
discontinued discontinued<br />
operations operations Total operations operations Total<br />
Notes £m £m £m £m £m £m<br />
Continuing operations<br />
Revenue 3, 4 1,228.8 – 1,228.8 935.6 – 935.6<br />
Cost of sales (999.8) – (999.8) (757.0) – (757.0)<br />
Gross profit 229.0 – 229.0 178.6 – 178.6<br />
Other administrative expenses (169.1) – (169.1) (130.3) – (130.3)<br />
Amortisation of intangible assets – (1.6) (1.6) – (0.2) (0.2)<br />
Total administrative expenses (169.1) (1.6) (170.7) (130.3) (0.2) (130.5)<br />
Operating profit 3, 5 59.9 (1.6) 58.3 48.3 (0.2) 48.1<br />
Investment revenue 7 0.8 – 0.8 2.6 – 2.6<br />
Finance costs 8 (2.5) – (2.5) (0.2) – (0.2)<br />
Profit before tax 58.2 (1.6) 56.6 50.7 (0.2) 50.5<br />
Tax 9 (17.9) 0.5 (17.4) (15.5) – (15.5)<br />
Profit for the year from continuing operations 40.3 (1.1) 39.2 35.2 (0.2) 35.0<br />
Discontinued operations<br />
Loss for the year from discontinued operations – – – – (2.4) (2.4)<br />
Profit for the year 40.3 (1.1) 39.2 35.2 (2.6) 32.6<br />
Attributable to:<br />
Equity holders of the parent 38.1 (1.1) 37.0 32.8 (2.6) 30.2<br />
Minority interests 2.2 – 2.2 2.4 – 2.4<br />
40.3 (1.1) 39.2 35.2 (2.6) 32.6<br />
Earnings per share (EPS)<br />
– Basic 11 12.3p (0.4)p 11.9p 10.6p (0.8)p 9.8p<br />
– Diluted 11 12.1p (0.3)p 11.8p 10.5p (0.8)p 9.7p<br />
MITIE Group PLC Annual Report and Accounts 2007 51
Consolidated statement of recognised income and expense<br />
For the year ended 31 March 2007<br />
2007 2006<br />
Notes £m £m<br />
Actuarial (losses)/gains on defined benefit pension schemes 30 (4.7) 1.1<br />
Tax credit/(charge) on items taken directly to equity 24 1.5 (2.6)<br />
Net expense recognised directly in equity (3.2) (1.5)<br />
Profit for the year 39.2 32.6<br />
Total recognised income and expense for the financial year 36.0 31.1<br />
Attributable to:<br />
Equity holders of the parent 33.8 28.7<br />
Minority interests 2.2 2.4<br />
52 MITIE Group PLC Annual Report and Accounts 2007
Consolidated balance sheet<br />
As at 31 March 2007<br />
2007 2006<br />
Notes £m £m<br />
Non-current assets<br />
Goodwill 12 148.4 143.8<br />
Other intangible assets 13 9.9 11.5<br />
Property, plant and equipment 14 41.5 34.5<br />
Deferred tax assets 18 7.7 4.9<br />
Retirement benefit surplus 30 0.5 1.8<br />
Total non-current assets 208.0 196.5<br />
Current assets<br />
Inventories 15 7.9 8.8<br />
Trade and other receivables 16 272.8 244.3<br />
Cash and cash equivalents 17 25.6 9.6<br />
Total current assets 306.3 262.7<br />
Total assets 514.3 459.2<br />
Current liabilities<br />
Trade and other payables 19 (255.7) (214.5)<br />
Financial liabilities 20 (30.9) (33.8)<br />
Provisions 22 (0.3) (11.7)<br />
Current tax liabilities (8.2) (7.6)<br />
Total current liabilities (295.1) (267.6)<br />
Net current assets 11.2 (4.9)<br />
Non-current liabilities<br />
Financial liabilities 20 (2.8) (1.0)<br />
Provisions 22 (8.6) (10.2)<br />
Deferred tax liabilities 18 (3.9) (4.7)<br />
Total non-current liabilities (15.3) (15.9)<br />
Total liabilities (310.4) (283.5)<br />
Net assets 203.9 175.7<br />
Equity<br />
Share capital 23 7.8 7.7<br />
Share premium account 24 16.6 13.7<br />
Merger reserve 24 54.9 52.0<br />
Revaluation reserve 24 (0.2) (0.2)<br />
Capital redemption reserve 24 0.3 0.3<br />
Other reserve 24 0.2 0.3<br />
Share-based payments reserve 24 1.9 1.4<br />
Retained earnings 24 110.2 90.1<br />
Equity attributable to equity holders of the parent 191.7 165.3<br />
Minority interests 12.2 10.4<br />
Total equity 203.9 175.7<br />
The financial statements were approved by the Board of Directors and authorised for issue on 18 May 2007.They were signed on<br />
its behalf by:<br />
Ruby McGregor-Smith<br />
Chief Executive<br />
Suzanne Baxter<br />
Group Finance Director<br />
MITIE Group PLC Annual Report and Accounts 2007 53
Consolidated cash flow statement<br />
For the year ended 31 March 2007<br />
2007 2006<br />
Notes £m £m<br />
Net cash from operating activities 26 63.9 32.1<br />
Investing activities<br />
Interest received 0.7 2.5<br />
Purchase of property, plant and equipment (20.8) (13.8)<br />
Purchase of subsidiary undertakings (3.9) (85.5)<br />
Disposals of property, plant and equipment 3.6 2.6<br />
Net cash outflow from investing activities (20.4) (94.2)<br />
Financing activities<br />
Repayments of obligations under finance leases (0.9) (0.2)<br />
Proceeds on issue of share capital 2.5 2.1<br />
Repayments of loans on purchase of subsidiary undertakings (1.0) (11.6)<br />
Bank loans (repaid)/raised (11.0) 31.0<br />
Share buybacks – (1.6)<br />
Equity dividends paid (14.9) (11.3)<br />
Minority dividends paid (0.2) (0.2)<br />
Net cash (outflow)/inflow from financing (25.5) 8.2<br />
Net increase/(decrease) in cash and cash equivalents 18.0 (53.9)<br />
Net cash and cash equivalents at beginning of the year 7.6 61.5<br />
Net cash and cash equivalents at end of the year 25.6 7.6<br />
Net cash and cash equivalents comprises:<br />
Cash at bank 25.6 9.6<br />
Overdraft – (2.0)<br />
25.6 7.6<br />
54 MITIE Group PLC Annual Report and Accounts 2007
Notes to the consolidated financial statements<br />
1. Basis of preparation and significant accounting policies<br />
Basis of preparation<br />
The Group’s financial statements for the year ended 31 March 2007 are prepared in accordance with International Accounting<br />
Standards (IAS) and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board<br />
and as adopted for use in the European Union.<br />
The accounting policies adopted in the preparation of the consolidated financial statements are consistent with those followed in the<br />
preparation of the Group’s annual financial statements for the year ended 31 March 2006. In the current year, the Group has adopted<br />
all of the new and revised standards and interpretations that are relevant to its operations and effective for the current annual<br />
reporting period.This adoption had no financial impact on the financial statements.<br />
The following standards and interpretations have been issued but are not yet effective:<br />
• Amendment to IAS 1 ’Presentation of Financial Statements: Capital Disclosures’;<br />
• Amendment to IAS 23 ’Borrowing Costs’;<br />
• IFRS 7 ’Financial Instruments: Disclosures’;<br />
• IFRS 8 ’Operating Segments’;<br />
• IFRIC 8 ’Scope of IFRS 2’;<br />
• IFRIC 9 ’Reassessment of Embedded Derivatives’;<br />
• IFRIC 10 ’Interim Financial Reporting and Impairment’;<br />
• IFRIC 11 ’IFRS 2 – Group and Treasury Share Transactions’; and<br />
• IFRIC 12 ’Service Concession Arrangements’.<br />
The Directors do not anticipate that the adoption of these standards and interpretations will have a material financial impact on the<br />
Group’s financial statements in the period of initial application.<br />
Significant accounting policies under IFRS<br />
The significant accounting policies adopted in the preparation of the Group’s IFRS financial information are set out below.<br />
Basis of consolidation<br />
The consolidated financial statements comprise the financial statements of MITIE Group PLC and all its subsidiaries.The financial<br />
statements of the parent Company and subsidiaries are prepared in accordance with UK Generally Accepted Accounting Principles<br />
(UK GAAP).Adjustments are made in the consolidated accounts to bring into line any dissimilar accounting policies that may exist<br />
between UK GAAP and IFRS.<br />
All inter-company balances and transactions, including unrealised profits arising from intra-group transactions, have been eliminated<br />
in full.<br />
Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date<br />
on which control is transferred out of the Group.<br />
Interests of minority shareholders are measured at the minority’s proportion of the net fair value of the assets, liabilities and contingent<br />
liabilities recognised.<br />
Business combinations<br />
The acquisition of subsidiaries is accounted for using the purchase method.The cost of the acquisition is measured at the aggregate<br />
of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group<br />
in exchange for control of the acquiree, plus any costs directly attributable to the business combination.The acquiree’s identifiable<br />
assets, liabilities and contingent liabilities that meet the conditions for recognition are recognised at their fair value at the acquisition<br />
date, except for non-current assets (or disposal groups) that are classified as held for resale in accordance with IFRS 5 ’Non Current<br />
Assets Held for Sale and Discontinued Operations’, which are recognised and measured at fair value less costs to sell.<br />
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business<br />
combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If,<br />
after reassessment, the Group’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities<br />
exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.<br />
Goodwill<br />
Goodwill arising on consolidation represents the excess of the cost of acquisition over the Group’s interest in the fair value of the<br />
identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition. Cost of acquisition<br />
includes all deferred amounts that become payable in the future.<br />
Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated impairment losses. It is<br />
reviewed for impairment at least annually.Any impairment is recognised immediately in profit or loss and is not subsequently reversed.<br />
For the purpose of impairment testing, goodwill is allocated to each of the Group’s cash-generating units expected to benefit from the<br />
synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more<br />
frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than<br />
the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the<br />
unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.An impairment loss<br />
recognised for goodwill is not reversed in the subsequent period.<br />
On disposal of a subsidiary, associate or jointly controlled entity, the attributable amount of goodwill is included in the determination of<br />
the profit or loss on disposal.<br />
Goodwill arising on acquisitions before the date of transition to IFRS has been retained at the previous UK GAAP amounts subject to<br />
being tested for impairment at that date. Goodwill written off to reserves under UK GAAP prior to 1998 has not been reinstated and is<br />
not included in determining any subsequent profit or loss on disposal.<br />
MITIE Group PLC Annual Report and Accounts 2007 55
Notes to the consolidated financial statements continued<br />
1. Basis of preparation and significant accounting policies continued<br />
Intangible assets<br />
Intangible assets acquired separately are capitalised at cost. Intangible assets identified in a business acquisition are capitalised at fair<br />
value as at the date of acquisition.<br />
Following initial recognition, the carrying amount of an intangible asset is its cost less any accumulated amortisation and any<br />
accumulated impairment losses.Amortisation expense is charged to administrative expenses in the income statement on a straightline<br />
basis over its useful life.<br />
Revenue<br />
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be<br />
reliably measured. Other than in respect of long-term contracts, described below, revenue represents fee income recognised in respect<br />
of services provided during the period (stated net of value added tax).<br />
Revenue is earned solely within the United Kingdom.<br />
Revenue from long-term contracts represents the sales value of work done in the year, including fees invoiced and estimates in respect<br />
of amounts to be invoiced after the year end. Profits are recognised on long-term contracts where the final outcome can be assessed<br />
with reasonable certainty. In calculating this, the percentage of completion method is used based on the proportion of costs incurred<br />
to the total estimated cost. Cost includes direct staff costs and outlays. Full provision is made for all known or anticipated losses on<br />
each contract immediately such losses are forecast.<br />
Gross amounts due from customers are stated at the proportion of the anticipated net sales value earned to date less amounts billed<br />
on account.To the extent that fees paid on account exceed the value of work performed, they are included in creditors as gross<br />
amounts due to customers.<br />
Variations in contract work and claims are included to the extent that they have been agreed with the customer.<br />
Revenue from bundled contracts consists of various components which operate independently of each other and for which reliable<br />
fair values can be established.Accordingly, each component is accounted for separately as if it were an individual contractual<br />
arrangement.<br />
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable,<br />
which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net<br />
carrying amount.<br />
Dividend income from investments is recognised when the shareholders’ rights to receive payment have been established.<br />
Operating profit<br />
Operating profit is ’Profit from operations’ stated before investment revenue and finance costs.<br />
Leasing<br />
Finance leases, which transfer to the Group substantially all the risks and benefits incidental to ownership of the leased item, are<br />
capitalised at the inception of the lease at the fair value of the leased item or, if lower, at the present value of the minimum lease<br />
payments. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve<br />
a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly against income.<br />
Capitalised leased assets are depreciated over the shorter of the estimated life of the asset or the lease term.<br />
Leases where the lessor retains substantially all the risks and benefits of ownership of the asset are classified as operating leases.<br />
Operating lease payments are recognised as an expense in the income statement on a straight-line basis over the lease-term.<br />
Any lease incentives are amortised over the lesser of the life of the operating lease or to the first opportunity for termination.<br />
Foreign currency<br />
Transactions in foreign currencies are recorded at the rate of exchange at the date of transaction. Monetary assets and liabilities<br />
denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date. Nonmonetary<br />
items carried at fair value that are denominated in foreign currencies are translated at the rates prevailing at the date when<br />
the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not<br />
retranslated.<br />
Exchange differences arising on the settlement of monetary items, and on the retranslation of monetary items, are included in profit<br />
or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit<br />
or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are<br />
recognised directly in equity. For such non-monetary items, any exchange component of that gain or loss is also recognised directly<br />
in equity.<br />
Retirement benefit costs<br />
The Group operates two defined benefit pension schemes and participates in a number of other defined benefit schemes. In respect<br />
of the other schemes in which the Group participates, the Group accounts for its legal and constructive obligations over the period<br />
of its participation which is for a fixed period only.<br />
In addition, the Group operates a number of defined contribution retirement benefit schemes for all qualifying employees.<br />
Payments to the defined contribution and stakeholder pension schemes are charged as an expense as they fall due.<br />
For the defined benefit pension schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with<br />
actuarial valuations being carried out at each balance sheet date.Actuarial gains and losses are recognised in full in the period in<br />
which they occur.They are recognised outside the profit and loss and presented in the statement of recognised income and expense.<br />
56 MITIE Group PLC Annual Report and Accounts 2007
Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on a straightline<br />
basis over the average period until the benefits become vested.<br />
The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit obligation<br />
as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets.Any asset resulting from this<br />
calculation is limited to past service cost, plus the present value of available refunds and reductions in future contributions to the plan.<br />
Taxation<br />
The tax expense represents the sum of the tax currently payable and deferred tax.The tax currently payable is based on taxable profit<br />
for the year.Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense<br />
that are taxable or deductible in other years and it further excludes items that are never taxable or deductible.The Group’s liability<br />
for current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.<br />
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities<br />
in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using<br />
the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred<br />
tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary<br />
differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the<br />
initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit<br />
nor the accounting profit.<br />
The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer<br />
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.<br />
Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised.<br />
Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity,<br />
in which case the deferred tax is also dealt with in equity.<br />
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax<br />
liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax<br />
assets and liabilities on a net basis.<br />
Property, plant and equipment<br />
Property, plant and equipment is stated at cost less accumulated depreciation and any impairment in value. Depreciation is charged<br />
so as to write off the cost of the assets over their estimated useful lives and is calculated on a straight-line basis as follows:<br />
Freehold buildings and long leasehold property – over 50 years<br />
Leasehold improvements<br />
– period of the lease<br />
Plant and equipment<br />
– 3-10 years<br />
Annually the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication<br />
that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in<br />
order to determine the extent of the impairment loss (if any).Where the asset does not generate cash flows that are independent from<br />
other assets, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs.<br />
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash<br />
flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of<br />
money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.<br />
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount<br />
of the asset (cash-generating unit) is reduced to its recoverable amount.An impairment loss is recognised as an expense immediately.<br />
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised<br />
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have<br />
been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years.A reversal of an<br />
impairment loss is recognised as income immediately.<br />
Inventories<br />
Inventories are stated at the lower of cost and net realisable value.<br />
Costs represent materials, direct labour and overheads incurred in bringing the inventories to their present condition and location.<br />
Net realisable value is based on estimated selling price, less further costs expected to be incurred to completion and estimated selling<br />
costs. Provision is made for obsolete, slow moving or defective items where appropriate.<br />
Investments<br />
All investments are initially recorded at cost, being the fair value of the consideration given and including acquisition charges<br />
associated with the investment. Subsequently they are reviewed for impairment if events or changes in circumstances indicate<br />
the carrying value may not be recoverable.<br />
Financial instruments<br />
Trade receivables are measured at initial recognition at fair value.Appropriate allowances for estimated irrecoverable amounts<br />
are recognised in the income statement where there is objective evidence that the asset is impaired.<br />
Cash and cash equivalents comprise cash in hand and demand deposits, and other short-term highly liquid investments that<br />
are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.<br />
MITIE Group PLC Annual Report and Accounts 2007 57
Notes to the consolidated financial statements continued<br />
1. Basis of preparation and significant accounting policies continued<br />
Interest bearing bank loans and overdrafts are stated at the amount of the net proceeds after deduction of issue costs. Finance<br />
charges, including premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis<br />
in the income statement and are added to the carrying amount of the instrument to the extent that they are not settled in the period<br />
in which they arise.<br />
Trade payables are measured at fair value.<br />
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.<br />
Financial assets and financial liabilities are recognised on the Group’s balance sheet when the Group becomes a party to the<br />
contractual provisions of the instrument.<br />
Provisions<br />
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event and it is probable<br />
that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be<br />
made of the amount of the obligation.Where the Group expects some or all of a provision to be reimbursed, for example under an<br />
insurance contract, the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.The<br />
expense relating to any provision is presented in the income statement net of any reimbursement. If the effect of the time value of<br />
money is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current<br />
market assessments of the time value of money and, where appropriate, the risks specific to the liability.Where discounting is used,<br />
the increase in the provision due to the passage of time is recognised as a borrowing cost.<br />
Pre-contract costs<br />
All bid costs are expensed through the income statement up to the point where contract award (or full recovery of costs) is virtually<br />
certain. Bid costs incurred after this point are then capitalised within trade and other receivables. On the contract award these bid<br />
costs are amortised through the income statement over the contract period by reference to the stage of completion of the contract<br />
activity at the balance sheet date.<br />
Share-based payments<br />
The Group operates a number of executive and employee share option schemes. For all grants of share options and awards, the fair<br />
value as at the date of grant is calculated using the Black-Scholes model and the corresponding expense is recognised on a straightline<br />
basis over the vesting period based on the Group’s estimate of shares that will eventually vest.<br />
The Group has taken advantage of the transitional provisions of IFRS 2 in respect of equity-settled awards and has applied IFRS 2 only<br />
to equity-settled awards granted after 7 November 2002 that had not vested before 1 April 2005.<br />
2. Critical accounting judgements and key sources of estimation uncertainty<br />
Critical judgements in applying the Group’s accounting policies<br />
In the process of applying the Group’s accounting policies, which are described in Note 1 above, management has made the<br />
following judgements that have the most significant effect on the amounts recognised in the financial statements.<br />
Revenue recognition<br />
Revenue is recognised for certain project based contracts based on the stage of completion of the contract activity.This is measured<br />
by comparing the proportion of costs incurred against the estimated whole-life contract costs except where this would not be<br />
representative of the stage of completion.<br />
Key sources of estimation uncertainty<br />
The key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have<br />
a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are<br />
discussed below.<br />
Impairment of goodwill<br />
Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill<br />
has been allocated.The value in use calculation involves an estimation of the future cash flows of cash-generating units and also the<br />
selection of the appropriate discount rates, which involves judgement, to use in order to calculate present values.The carrying value<br />
of goodwill is £148.4m (2006: £143.8m) at the balance sheet date; see Note 12.<br />
Retirement benefit obligations<br />
The calculation of retirement benefit obligations is dependent on material key assumptions including discount rates, future returns on<br />
assets and future contribution rates.The present value of retirement benefit obligations at the balance sheet is £143.3m (2006: £72.2m);<br />
see Note 30.<br />
58 MITIE Group PLC Annual Report and Accounts 2007
3. Business and geographical segments<br />
The Group manages its business on a service division basis.These divisions are the basis on which the Group reports its primary<br />
segment information.<br />
Business segments<br />
For management purposes, the Group is currently organised into three operating divisions – Facilities Services (formerly Support<br />
Services), Property Services and Engineering Services.<br />
Principal activities are as follows:<br />
Facilities Services offers a flexible range of services supporting the occupiers of buildings.This ranges from Engineering Maintenance<br />
and Facilities Management to Security.<br />
Property Services act as a main contractor improving buildings either by fitting them out, refurbishing or maintaining them.<br />
Engineering Services is predominantly a mechanical and electrical services specialist installing heating, lighting, air conditioning<br />
and data cabling.<br />
The Group was also previously involved in scaffolding operations.That operation and segment was discontinued with effect from<br />
30 September 2004.<br />
Segment information about these businesses is presented below.<br />
2007 2006<br />
Profit before<br />
Profit before<br />
interest tax Profit interest tax<br />
and before and Profit<br />
Revenue amortisation Margin tax Revenue amortisation Margin before tax<br />
£m £m % £m £m £m % £m<br />
Facilities Services 732.1 41.5 5.7 37.4 516.0 33.0 6.4 34.3<br />
Property Services 215.1 10.6 4.9 10.9 163.5 8.9 5.4 9.0<br />
Engineering Services 281.6 7.8 2.8 8.3 256.1 6.4 2.5 7.2<br />
Continuing operations 1,228.8 59.9 4.9 56.6 935.6 48.3 5.1 50.5<br />
Discontinued operations – – – – – (2.4) – (2.4)<br />
Total 1,228.8 59.9 4.9 56.6 935.6 45.9 4.9 48.1<br />
The revenue analysis above is net of inter segment sales which are not considered significant.<br />
The results set out above are stated after integration costs of £2.3m (2006: £nil) relating to acquisitions made in the prior year.<br />
The results of the Group before the effect of integration costs are as follows:<br />
Profit before<br />
interest tax<br />
Profit<br />
and<br />
before<br />
Revenue amortisation Margin tax<br />
£m £m % £m<br />
Facilities Services 732.1 41.5 5.7 37.4<br />
Add: Integration costs – 2.3 – 2.3<br />
Total 732.1 43.8 6.0 39.7<br />
Property Services 215.1 10.6 4.9 10.9<br />
Engineering Services 281.6 7.8 2.8 8.3<br />
Total continuing operations 1,228.8 62.2 5.1 58.9<br />
2007<br />
MITIE Group PLC Annual Report and Accounts 2007 59
Notes to the consolidated financial statements continued<br />
3. Business and geographical segments continued<br />
Facilities Property Engineering<br />
Services Services Services Total<br />
2007 2007 2007 2007<br />
Other segment information £m £m £m £m<br />
Assets by segment<br />
Intangible assets 140.6 5.6 12.1 158.3<br />
Divisional assets 226.5 75.5 100.6 402.6<br />
367.1 81.1 112.7 560.9<br />
Unallocated assets (46.6) (1)<br />
Total assets 514.3<br />
Liabilities by segment<br />
Divisional liabilities (159.7) (55.0) (81.2) (295.9)<br />
Unallocated liabilities (14.5) (1)<br />
Total liabilities (310.4)<br />
Total net assets 203.9<br />
Capital expenditure<br />
Tangible assets 12.7 7.0 2.8 22.5<br />
Depreciation charge 9.0 2.4 1.6 13.0<br />
Intangible assets 3.9 0.2 0.5 4.6<br />
Intangible amortisation 1.6 – – 1.6<br />
Facilities Property Engineering<br />
Services Services Services Total<br />
2006 2006 2006 2006<br />
Other segment information £m £m £m £m<br />
Assets by segment<br />
Intangible assets 138.3 5.4 11.6 155.3<br />
Divisional assets 197.1 55.0 87.8 339.9<br />
335.4 60.4 99.4 495.2<br />
Unallocated assets (36.0) (1)<br />
Total assets 459.2<br />
Liabilities by segment<br />
Divisional liabilities (142.0) (34.7) (67.2) (243.9)<br />
Unallocated liabilities (39.6) (1)<br />
Total liabilities (283.5)<br />
Total net assets 175.7<br />
Capital expenditure<br />
Tangible assets 10.0 2.1 1.7 13.8<br />
Depreciation charge 6.8 1.5 1.5 9.8<br />
Intangible assets 101.5 – 1.3 102.8<br />
Intangible amortisation 0.2 – – 0.2<br />
(1)<br />
Relates to interdivisional funding.<br />
The 2006 comparatives have been revised to separately identify assets and liabilities that are not directly attributable to<br />
a business segment.<br />
60 MITIE Group PLC Annual Report and Accounts 2007
Geographical segments<br />
All Group operations are located in the United Kingdom and the Channel Islands.The Group considers all operations form part of that<br />
single geographical segment.<br />
4. Revenue<br />
The following analysis is provided for additional information:<br />
2007 2006<br />
£m £m<br />
Facilities Services<br />
Cleaning 220.9 204.7<br />
Security 241.8 87.2<br />
Engineering Maintenance 109.7 102.3<br />
Managed Services 84.9 71.6<br />
Business Services 24.1 16.8<br />
PFI 15.0 10.7<br />
Catering 19.7 13.6<br />
Landscape 10.3 4.4<br />
Pest Control 5.7 4.7<br />
Total Facilities Services 732.1 516.0<br />
Property Services 215.1 163.5<br />
Engineering Services 281.6 256.1<br />
Total 1,228.8 935.6<br />
5. Operating profit<br />
Operating profit has been arrived at after charging/(crediting):<br />
2007 2006<br />
£m £m<br />
Depreciation of property, plant and equipment 13.0 9.8<br />
Amortisation of intangible assets 1.6 0.2<br />
Gain on disposal of property, plant and equipment (1.1) (0.6)<br />
Staff costs (see Note 6) 455.9 391.9<br />
Auditors’ remuneration for audit services (see below) 0.5 0.4<br />
A more detailed analysis of auditors’ remuneration is provided below:<br />
2007 2006<br />
£’000 £’000<br />
Fees payable to the Company’s auditors for the audit of the Company’s annual accounts 35 30<br />
Fees payable to the Company’s auditors and their associates for other services to the Group:<br />
– The audit of the Company’s subsidiaries pursuant to legislation 350 309<br />
Total audit fees 385 339<br />
Tax services 40 56<br />
Other services 56 67<br />
Total non-audit fees 96 123<br />
Total 481 462<br />
£26,000 (2006: £39,000) of fees were incurred in relation to acquisitions and have been included in the acquisition costs. In addition<br />
to the amounts shown above, the auditors received fees of £11,750 (2006: £10,300) for the audit of the Group pension schemes.<br />
MITIE Group PLC Annual Report and Accounts 2007 61
Notes to the consolidated financial statements continued<br />
6. Staff costs<br />
2007 2006<br />
Number Number<br />
The average number of people employed during the financial year was:<br />
Facilities Services 38,429 29,298<br />
Property Services 2,697 1,826<br />
Engineering Services 1,241 1,297<br />
Total Group 42,367 32,421<br />
The number of people employed at 31 March was:<br />
Total Group 44,866 41,762<br />
2007 2006<br />
£m £m<br />
Their aggregate remuneration comprised:<br />
Wages and salaries 417.3 356.0<br />
Social security costs 30.6 31.5<br />
Other pension costs 6.9 3.7<br />
Share-based payments (Note 29) 1.1 0.7<br />
455.9 391.9<br />
Details of Directors’ remuneration and interests are provided in the audited section of the Directors’ remuneration report and should<br />
be regarded as an integral part of this Note.<br />
7. Investment revenue<br />
2007 2006<br />
£m £m<br />
Interest on bank deposits 0.1 1.6<br />
Other interest receivable 0.7 1.0<br />
0.8 2.6<br />
8. Finance costs<br />
2007 2006<br />
£m £m<br />
Interest on bank overdrafts and loans 2.3 0.2<br />
Interest on obligations under finance leases 0.2 –<br />
2.5 0.2<br />
62 MITIE Group PLC Annual Report and Accounts 2007
9.Tax<br />
2007 2006<br />
£m £m<br />
Current tax 17.9 15.4<br />
Deferred tax (Note 18) (0.5) 0.1<br />
17.4 15.5<br />
Corporation tax is calculated at 30.0% (2006: 30.0%) of the estimated assessable profit for the year.<br />
The charge for the year can be reconciled to the profit per the income statement as follows:<br />
2007 2006<br />
£m £m<br />
Profit before tax:<br />
Continuing operations 56.6 50.5<br />
Discontinued operations – (2.4)<br />
Tax at the UK corporation tax rate of 30.0% 17.0 14.4<br />
Expenses not deductible for tax purposes 0.6 1.1<br />
Tax losses not recognised 0.3 0.7<br />
Profit on disposal of property (0.1) –<br />
Prior year adjustments (0.4) (0.7)<br />
Tax charge for the year 17.4 15.5<br />
In addition to the amount charged to the income statement, deferred tax relating to retirement benefit costs, share-based payments<br />
and short-term timing differences amounting to £1.8m (2006: £0.5m charged) has been credited directly to equity (see Note 18).<br />
The benefit of tax savings relating to retirement benefit costs and share-based payments amounting to £0.5m (2006: £1.0m) has been<br />
credited directly to equity.<br />
10. Dividends<br />
2007 2006<br />
£m £m<br />
Amounts recognised as distributions to equity holders in the period:<br />
Final dividend for the year ended 31 March 2006 of 2.4p (2005: 1.8p) per share 7.6 5.6<br />
Interim dividend for the year ended 31 March 2007 of 2.4p (2006: 1.9p) per share 7.5 5.9<br />
15.1 11.5<br />
Proposed final dividend for the year ended 31 March 2007 of 2.7p (2006: 2.4p) per share 8.4 7.3<br />
The proposed final dividend is subject to approval by Shareholders at the Annual General Meeting and has not been included<br />
as a liability in these financial statements.<br />
11. Earnings per share<br />
Basic and diluted earnings per share have been calculated in accordance with IAS 33 ’Earnings Per Share’.<br />
The calculation of the basic and diluted EPS is based on the following data:<br />
2007 2006<br />
Number of shares million million<br />
Weighted average number of Ordinary Shares for the purpose of basic EPS 310.6 305.9<br />
Effect of dilutive potential Ordinary Shares: share options 4.4 3.2<br />
Weighted average number of Ordinary Shares for the purpose of diluted EPS 315.0 309.1<br />
Basic EPS on continuing operations is 11.9p (2006: 10.6p). Basic and diluted EPS on discontinued operations in 2006 was (0.8)p.<br />
MITIE Group PLC Annual Report and Accounts 2007 63
Notes to the consolidated financial statements continued<br />
12. Goodwill<br />
Cost<br />
At 1 April 2005 52.7<br />
Acquisition of subsidiaries 74.6<br />
Increased consideration for subsidiaries acquired in prior years 9.0<br />
Acquisition of minorities 7.5<br />
At 1 April 2006 143.8<br />
Acquisition of subsidiaries/assets 0.3<br />
Decreased consideration for subsidiaries acquired in prior years (0.1)<br />
Acquisition of minorities 2.5<br />
Changes in fair values of subsidiaries acquired in prior year 1.9<br />
At 31 March 2007 148.4<br />
£m<br />
Accumulated impairment losses<br />
At 1 April 2005 –<br />
At 1 April 2006 –<br />
At 31 March 2007 –<br />
Carrying amount<br />
At 31 March 2007 148.4<br />
At 31 March 2006 143.8<br />
Changes in fair values of subsidiaries acquired in the prior year relate to revisions in estimates of bad debts and property related<br />
provisions.As these are not material prior year goodwill has not been restated.<br />
Goodwill acquired in a business combination is allocated, at acquisition, to the cash-generating units (CGU’s) that are expected<br />
to benefit from that business combination. Goodwill has been allocated to CGU’s in the following business segments, which is how<br />
goodwill is monitored by the Group internally.<br />
2007 2006<br />
£m £m<br />
Facilities Services 130.7 126.8<br />
Property Services 5.6 5.4<br />
Engineering Services 12.1 11.6<br />
148.4 143.8<br />
The Group tests goodwill at least annually for impairment.<br />
The recoverable amounts of the CGU’s are determined from value in use calculations.The key assumptions for the value in use<br />
calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the<br />
period. Management estimates discount rates using pre-tax rates that reflect current market assessments of the time value of money<br />
and the risks specific to the CGU’s.The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs<br />
are based on past practices and expectations of future changes in the market.<br />
The Group prepares cash flow forecasts derived from the most recent financial budgets approved by management for the next five<br />
years and extrapolates cash flows for the following five years based on an estimated growth rate of 2% per annum.This rate does not<br />
exceed the average long-term growth rate for the relevant markets.<br />
The rates used to discount the forecast cash flows from CGU’s are as follows:<br />
2007 2006<br />
% %<br />
Facilities Services 9.2 8.0<br />
Property Services 9.2 8.0<br />
Engineering Services 9.2 8.0<br />
64 MITIE Group PLC Annual Report and Accounts 2007
13. Other intangible assets<br />
Customer<br />
relationships<br />
£m<br />
Cost<br />
At 1 April 2005 –<br />
Acquired on acquisition of subsidiaries 11.7<br />
At 1 April 2006 11.7<br />
Additions –<br />
At 31 March 2007 11.7<br />
Amortisation<br />
At 1 April 2005 –<br />
Charge for the year 0.2<br />
At 1 April 2006 0.2<br />
Charge for the year 1.6<br />
At 31 March 2007 1.8<br />
Carrying amount<br />
At 31 March 2007 9.9<br />
At 31 March 2006 11.5<br />
Customer relationships are amortised over the remaining period of the contract, which ranges on average between six<br />
and eight years.<br />
14. Property, plant and equipment<br />
Long<br />
Freehold leasehold Plant and<br />
properties properties vehicles Total<br />
£m £m £m £m<br />
Cost<br />
At 1 April 2005 4.7 3.2 44.3 52.2<br />
Additions 0.8 1.5 11.5 13.8<br />
Acquisition of subsidiaries 1.4 0.4 3.5 5.3<br />
Disposals (0.9) – (7.1) (8.0)<br />
At 1 April 2006 6.0 5.1 52.2 63.3<br />
Additions 0.5 1.2 20.8 22.5<br />
Disposals (0.3) (0.2) (10.6) (11.1)<br />
At 31 March 2007 6.2 6.1 62.4 74.7<br />
Accumulated depreciation and impairment<br />
At 1 April 2005 0.5 0.4 24.1 25.0<br />
Charge for the year 0.1 0.4 9.3 9.8<br />
Disposals – – (6.0) (6.0)<br />
At 1 April 2006 0.6 0.8 27.4 28.8<br />
Charge for the year 0.1 0.4 12.5 13.0<br />
Disposals – (0.1) (8.5) (8.6)<br />
At 31 March 2007 0.7 1.1 31.4 33.2<br />
Carrying amount<br />
At 31 March 2007 5.5 5.0 31.0 41.5<br />
At 31 March 2006 5.4 4.3 24.8 34.5<br />
The net book value of plant and vehicles held under finance leases included above was £2.4m (2006: £1.8m).<br />
MITIE Group PLC Annual Report and Accounts 2007 65
Notes to the consolidated financial statements continued<br />
15. Inventories<br />
2007 2006<br />
£m £m<br />
Work-in-progress 6.9 8.0<br />
Finished goods 1.0 0.8<br />
7.9 8.8<br />
16.Trade and other receivables<br />
2007 2006<br />
£m £m<br />
Amounts receivable for the sale of services 218.9 211.3<br />
Amounts recoverable on contracts 23.4 17.9<br />
Other debtors 7.2 2.2<br />
Prepayments and accrued income 23.3 12.9<br />
272.8 244.3<br />
The average credit period taken on sales of services was 65 days (2006: 76 days). Interest is charged on overdue debts when<br />
appropriate.An allowance has been made for estimated irrecoverable amounts from the sale of services of £3.5m (2006: £3.9m).<br />
This allowance has been determined by considering the recoverability of each debt.<br />
The Directors consider that the carrying amount of trade and other receivables approximates their fair value.<br />
Credit risk<br />
The Group’s principal financial assets are bank balances and cash and trade and other receivables.<br />
The Group’s credit risk is primarily attributable to its trade receivables.The amounts presented in the balance sheet are net<br />
of allowances for doubtful receivables.An allowance for impairment is made where there is an identified loss event which, based<br />
on previous experience, is evidence of a reduction in the recoverability of the cash flows.<br />
The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.<br />
17. Cash and cash equivalents<br />
2007 2006<br />
£m £m<br />
Cash and cash equivalents 25.6 9.6<br />
25.6 9.6<br />
Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months<br />
or less.The carrying amount of the assets approximates their fair value.All balances are held in sterling.<br />
Included in cash and cash equivalents are deposits totalling £10.3m (2006: £9.6m) held by the Group’s insurance subsidiary, which<br />
are not readily available for the general purposes of the Group.<br />
The credit risk on liquid funds and financial instruments is limited because the counterparties are banks with high credit-ratings<br />
assigned by international credit-rating agencies.<br />
18. Deferred tax<br />
The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the current and<br />
prior reporting period:<br />
Accelerated Retirement Short-term<br />
tax benefit Business Share-based timing Tax<br />
depreciation obligations combinations payments differences losses Total<br />
£m £m £m £m £m £m £m<br />
At 1 April 2005 1.0 2.3 – 0.7 0.4 – 4.4<br />
(Charge)/credit to income (0.2) (0.2) – 0.2 (0.1) 0.2 (0.1)<br />
(Charge)/credit to equity – (2.6) – 0.4 1.7 – (0.5)<br />
(Charge) to goodwill – – (3.6) – – – (3.6)<br />
At 1 April 2006 0.8 (0.5) (3.6) 1.3 2.0 0.2 0.2<br />
Credit/(charge) to income 0.1 (1.1) 0.5 0.4 0.6 – 0.5<br />
Credit to equity – 1.5 – 0.3 – – 1.8<br />
(Charge)/credit to goodwill – – (0.2) – 1.5 – 1.3<br />
At 31 March 2007 0.9 (0.1) (3.3) 2.0 4.1 0.2 3.8<br />
66 MITIE Group PLC Annual Report and Accounts 2007
Certain deferred tax assets and liabilities have been offset.The following is the analysis of the deferred tax balances (after offset) for<br />
financial reporting purposes:<br />
2007 2006<br />
£m £m<br />
Deferred tax assets 7.7 4.9<br />
Deferred tax liabilities (3.9) (4.7)<br />
Net deferred tax asset 3.8 0.2<br />
The Group has unutilised income tax losses of £3.7m (2006: £3.1m) that are available for offset against future profits. In addition the<br />
Group has £0.8m (2006: £1.2m) of capital losses. Deferred tax assets have not been recognised in respect of £3.8m (2006: £3.6m)<br />
of these losses as their recoverability is uncertain.<br />
Deferred tax has been calculated at the current corporation tax rate of 30%, as the expected reduction in the corporation tax rate<br />
to 28% has not yet been substantively enacted.<br />
19.Trade and other payables<br />
2007 2006<br />
£m £m<br />
Payments received on account 1.0 –<br />
Trade creditors 155.3 133.4<br />
Other taxes and social security 45.5 40.7<br />
Other creditors 2.6 1.1<br />
Accruals and deferred income 51.3 39.3<br />
255.7 214.5<br />
Trade creditors and accruals principally comprise amounts outstanding for trade purchases and ongoing costs.The average credit<br />
period taken for trade purchases is 48 days (2006: 55 days).<br />
The Directors consider that the carrying amount of trade and other payables approximates their fair value.<br />
20. Financial liabilities<br />
2007 2006<br />
£m £m<br />
Overdraft – 2.0<br />
Bank loans 20.0 31.0<br />
Secured loan notes 9.9 –<br />
Unsecured loan notes 1.2 –<br />
Obligations under finance leases (Note 21) 2.6 1.8<br />
33.7 34.8<br />
Included in current liabilities 30.9 33.8<br />
Included in non-current liabilities 2.8 1.0<br />
33.7 34.8<br />
Included in non-current liabilities are £1.6m (2006: £1.0m) of obligations under finance leases (see Note 21) and £1.2m (2006: £nil)<br />
of unsecured loan notes which are repayable between 2008 and 2013.<br />
All borrowings are in sterling.The Directors estimate that the carrying amount of the Group’s borrowings approximates their fair value.<br />
The bank loans are repayable within one year and the overdrafts are repayable on demand.<br />
2007 2006<br />
% %<br />
The weighted average interest rates paid during the period on the overdrafts and loans<br />
outstanding were as follows:<br />
Overdrafts 5.6 5.4<br />
Bank loans 5.8 5.1<br />
Loan notes 4.3 –<br />
At 31 March 2007, the Group had available £117m (2006: £34m) of undrawn committed borrowing facilities in respect of which all<br />
conditions precedent had been met.The facilities have an expiry date of January 2012.The loans carry interest rates which are<br />
currently fixed at 5.8% and are currently determined at 0.4% over LIBOR.The overdraft carries interest at 0.9% over base rate.The secured<br />
loan notes are backed by a bank guarantee. Full details of the Group’s contingent liabilities are provided in Note 27.<br />
MITIE Group PLC Annual Report and Accounts 2007 67
Notes to the consolidated financial statements continued<br />
20. Financial liabilities continued<br />
Foreign currency risk<br />
The Group has very limited trading transactions in foreign currency and currently there is no hedging of these exposures.Any material<br />
transactions would be appropriately hedged.<br />
Liquidity risk<br />
The Group monitors its risk to a shortage of funds using a cash flow projection model which considers the maturity of the Group’s<br />
assets and liabilities and the projected cash flow from operations. Bank facilities which allow for appropriate headroom in the Group’s<br />
daily cash movements are then arranged.<br />
Interest rate risk<br />
All Group debt is currently due to short-term working capital fluctuations and hence is not hedged as at 31 March 2007.<br />
21. Obligations under finance leases<br />
Minimum lease payments<br />
Present value<br />
of lease payments<br />
2007 2006 2007 2006<br />
£m £m £m £m<br />
Amounts payable under finance leases:<br />
Within one year 1.0 0.8 1.0 0.7<br />
In the second to fifth years inclusive 1.9 1.3 1.6 1.2<br />
2.9 2.1 2.6 1.9<br />
Less: future finance charges (0.3) (0.3) – –<br />
Present value of lease obligations 2.6 1.8 2.6 1.9<br />
Less: Amount due for settlement within twelve months (1.0) (0.8) (1.0) (0.7)<br />
Amount due for settlement after twelve months 1.6 1.0 1.6 1.2<br />
The average remaining lease term is 28 months (2006: 22 months). For the year ended 31 March 2007, the average effective borrowing<br />
rate was 5.3% (2006: 5.1%). Interest rates are fixed at the contract date.All leases are on a fixed repayment basis and no arrangements<br />
have been entered into for contingent rental payments.<br />
All lease obligations are denominated in sterling.<br />
The fair value of the Group’s lease obligations approximates their carrying amount.<br />
The Group’s obligations under finance leases are secured by the lessors’ rights over the leased assets.<br />
68 MITIE Group PLC Annual Report and Accounts 2007
22. Provisions<br />
Contingent<br />
deferred Insurance<br />
consideration reserve Total<br />
£m £m £m<br />
At 1 April 2006 15.4 6.5 21.9<br />
Additional provision in the year 0.3 3.8 4.1<br />
Converted to loan notes during the year (12.1) – (12.1)<br />
Utilised during the year (3.3) (1.7) (5.0)<br />
At 31 March 2007 0.3 8.6 8.9<br />
Included in current liabilities 0.3<br />
Included in non-current liabilities 8.6<br />
8.9<br />
Contingent<br />
deferred Insurance<br />
consideration reserve Total<br />
£m £m £m<br />
At 1 April 2005 3.2 6.0 9.2<br />
Additional provision in the year 12.2 1.8 14.0<br />
Utilised during the year – (1.3) (1.3)<br />
At 31 March 2006 15.4 6.5 21.9<br />
Included in current liabilities 11.7<br />
Included in non-current liabilities 10.2<br />
21.9<br />
During the period £1.9m of deferred consideration was paid in respect of MITIE Security (London) Limited (formerly MITIE Trident Security<br />
Limited). In addition, £8.9m of loan notes were issued to the original shareholders of MITIE Security (London) Limited (formerly MITIE<br />
Trident Security Limited) in respect of the settlement of deferred consideration.<br />
£1.2m of loan notes were also issued to the vendors of MITIE Pest Control Limited (formerly Eagle Pest Control Services UK Limited).<br />
£0.8m of deferred consideration in respect of the purchase last year of the minority shareholdings in MITIE Business Services Limited,<br />
MITIE Engineering Services (Swansea) Limited and MITIE Security (North) Limited was settled by the issue of new MITIE shares.<br />
£0.5m was paid to the vendors of MITIE Lyndhurst Services Limited (formerly Lyndhurst Services Limited).<br />
£2.0m was converted into loan notes in respect of The Watch Security Limited and subsequently £1.0m was redeemed during the year.<br />
Provision is made for contingent deferred consideration, which may become payable in August 2007 subject to certain profit targets<br />
being attained, at the best estimate of the Directors.A total of £0.3m was provided for deferred consideration to the minority<br />
shareholders of MITIE Air Conditioning (London) Limited and MITIE Engineering Maintenance (South West) Limited.<br />
The provision for insurance claims represents amounts payable by MITIE Reinsurance Company Limited in respect of outstanding<br />
claims incurred at the balance sheet dates.These amounts will become payable as each year’s claims are settled.<br />
MITIE Group PLC Annual Report and Accounts 2007 69
Notes to the consolidated financial statements continued<br />
23. Share capital<br />
Ordinary Ordinary<br />
Shares Shares<br />
of 2.5p of 2.5p<br />
Number £m<br />
Authorised at 1 April 2006 and 31 March 2007 340,000,000 8.5<br />
2007<br />
Allotted and fully paid<br />
At beginning of year 308,762,569 7.7<br />
Issued as Directors’ remuneration 46,219 -<br />
Issued for acquisitions 1,727,180 –<br />
Issued under share option schemes 1,913,227 0.1<br />
At end of year 312,449,195 7.8<br />
2006<br />
Allotted and fully paid<br />
At beginning of year 303,173,780 7.6<br />
Issued as Directors’ remuneration 66,773 –<br />
Issued for acquisitions 4,832,770 0.1<br />
Issued under share option schemes 1,681,551 –<br />
Own shares acquired (992,305) –<br />
At end of year 308,762,569 7.7<br />
During the year 46,219 (2006: 66,773) Ordinary Shares of 2.5p were allotted as remuneration in respect of services provided by Directors<br />
at a market price of 239.0p (2006: 199.5p) giving rise to share premium of £0.1m (2006: £0.1m).<br />
During the year 1,727,180 (2006: 4,832,770) Ordinary Shares of 2.5p were allotted in respect of acquiring minority interests at a midmarket<br />
price of 191.2p (2006: 166.0p) giving rise to share premium of £0.4m (2006: £nil) and a merger reserve of £2.9m (2006: £7.9m).<br />
During the year 1,913,227 (2006: 1,681,551) Ordinary Shares of 2.5p were allotted in respect of share option schemes at a price<br />
between 165p and 191p (2006: 138p and 162p) giving rise to share premium of £2.4m (2006: £2.2m).<br />
During the year nil Ordinary Shares of 2.5p were purchased (2006: 992,305 at market prices between 158.5p and 164.0p).These were<br />
then cancelled.<br />
70 MITIE Group PLC Annual Report and Accounts 2007
24. Reserves<br />
Share-<br />
Called-up Share Capital based<br />
share premium Merger Revaluation redemption Other payment Retained<br />
capital account reserve reserve reserve reserve (1) reserve earnings Total<br />
£m £m £m £m £m £m £m £m £m<br />
Balance at 1 April 2006 7.7 13.7 52.0 (0.2) 0.3 0.3 1.4 90.1 165.3<br />
Shares issued and net<br />
premium arising in<br />
respect of acquisitions – 0.4 2.9 – – – – – 3.3<br />
Shares issued and net<br />
premium in connection<br />
with exercise of share options 0.1 2.5 – – – (0.1) – – 2.5<br />
Profit for the period<br />
attributable to equity<br />
holders of the parent – – – – – – – 37.0 37.0<br />
Dividends paid – – – – – – – (15.1) (15.1)<br />
Expense in relation to sharebased<br />
payments – – – – – – 1.1 – 1.1<br />
Transfer in relation to sharebased<br />
payments – – – – – – (0.6) 0.6 –<br />
Tax charge on items taken<br />
directly to equity – – – – – – – 0.8 0.8<br />
Net actuarial loss on defined<br />
benefit pension schemes – – – – – – – (4.7) (4.7)<br />
Tax credit on actuarial loss<br />
taken directly to equity – – – – – – – 1.5 1.5<br />
Net expense on defined benefit<br />
pension schemes recognised<br />
directly in equity in the year – – – – – – – (3.2) (3.2)<br />
Balance at 31 March 2007 7.8 16.6 54.9 (0.2) 0.3 0.2 1.9 110.2 191.7<br />
Share-<br />
Called-up Share Capital based<br />
share premium Merger Revaluation redemption Other payment Retained<br />
capital account reserve reserve reserve reserve (1) reserve earnings Total<br />
£m £m £m £m £m £m £m £m £m<br />
Balance at 1 April 2005 7.6 11.5 44.1 (0.2) 0.3 0.6 0.7 71.4 136.0<br />
Shares issued and net<br />
premium arising in<br />
respect of acquisitions 0.1 – 7.9 – – – – – 8.0<br />
Shares issued and net<br />
premium in connection<br />
with exercise of share options – 2.2 – – – (0.3) – – 1.9<br />
Own shares acquired – – – – – – – (1.6) (1.6)<br />
Profit for the period<br />
attributable to equity<br />
holders of the parent – – – – – – – 30.2 30.2<br />
Dividends paid – – – – – – – (11.5) (11.5)<br />
Expense in relation to<br />
share-based payments – – – – – – 0.7 – 0.7<br />
Tax charge on items taken<br />
directly to equity – – – – – – – 3.1 3.1<br />
Net actuarial gain on defined<br />
benefit pension schemes – – – – – – – 1.1 1.1<br />
Tax charge on actuarial gain<br />
taken directly to equity – – – – – – – (2.6) (2.6)<br />
Net expense on defined benefit<br />
pension schemes recognised<br />
directly in equity in the year – – – – – – – (1.5) (1.5)<br />
Balance at 31 March 2006 7.7 13.7 52.0 (0.2) 0.3 0.3 1.4 90.1 165.3<br />
(1)<br />
This is a non-distributable reserve.<br />
MITIE Group PLC Annual Report and Accounts 2007 71
Notes to the consolidated financial statements continued<br />
25. Acquisition of subsidiaries<br />
Purchase of minority interests<br />
MITIE<br />
Landscape<br />
MITIE MITIE (Northern)<br />
Engineering MITIE Air MITIE Air Engineering MITIE Ltd and MITIE<br />
Maintenance Conditioning Conditioning Services Environ- Landscape<br />
(South West) (London) (Wales) (Retail) mental (Southern)<br />
Ltd Ltd Ltd Ltd Ltd Ltd Total<br />
£m £m £m £m £m £m £m<br />
Minority interests 0.6 0.2 – 0.1 0.5 0.2 1.6<br />
Goodwill 1.6 0.3 0.1 0.1 – 0.4 2.5<br />
Total purchase consideration 2.2 0.5 0.1 0.2 0.5 0.6 4.1<br />
Shares issued – MITIE Group PLC 1.8 0.4 0.1 0.2 – – 2.5<br />
Deferred contingent consideration 0.2 0.1 – – – – 0.3<br />
Cash consideration being<br />
cash outflow in the period 0.2 – – – 0.5 0.6 1.3<br />
In addition, MITIE acquired the minority interest in MITIE Industrial Cleaning (North) Limited for £61,000.<br />
Purchase of subsidiary post balance sheet date<br />
On 2 April 2007 MITIE acquired 100% of Robert Prettie for total consideration of £23.0m.The transaction will be accounted for<br />
by the purchase method of accounting. Below we provide provisional information on fair values acquired.<br />
Book Fair value Fair<br />
value adjustments value<br />
£m £m £m<br />
Net assets acquired<br />
Intangible assets 8.6 (6.7) 1.9<br />
Deferred tax liability – (0.6) (0.6)<br />
Property, plant and equipment 0.2 – 0.2<br />
Inventories 4.9 (0.2) 4.7<br />
Trade and other receivables 1.2 – 1.2<br />
Cash and cash equivalents 0.2 – 0.2<br />
Trade and other payables (6.3) (0.2) (6.5)<br />
Current tax liabilities (0.7) – (0.7)<br />
Loans (3.7) – (3.7)<br />
Pension liabilities (0.4) – (0.4)<br />
Net assets acquired 4.0 (7.7) (3.7)<br />
Goodwill 26.7<br />
Total consideration 23.0<br />
Satisfied by<br />
Cash 7.0<br />
Loan notes 1.6<br />
Deferred contingent consideration 14.0<br />
Directly attributable costs 0.4<br />
Total consideration 23.0<br />
Net cash outflow arising on acquisition<br />
Cash consideration 7.0<br />
Cash and cash equivalents acquired (0.2)<br />
Loans repaid 3.7<br />
Net cash outflow 10.5<br />
The goodwill arising on the acquisition of Robert Prettie is attributable to the underlying <strong>profitability</strong> of the company, expected<br />
<strong>profitability</strong> arising from new business and the anticipated future operating synergies arising from assimilation into the Group.<br />
72 MITIE Group PLC Annual Report and Accounts 2007
26. Notes to the cashflow statement<br />
2007 2006<br />
Reconciliation of operating profit to net cash from operating activities £m £m<br />
Operating profit from continuing operations 58.3 48.1<br />
Operating loss from discontinued operations – (2.4)<br />
Adjustments for:<br />
Share-based payment expense 1.1 0.7<br />
Pension charge 1.8 2.6<br />
Pension contributions (5.2) (3.2)<br />
Depreciation of property, plant and equipment 13.0 9.8<br />
Amortisation of intangible assets 1.6 0.2<br />
Gain on disposal of property, plant and equipment (1.1) (0.6)<br />
Operating cash flows before movements in working capital 69.5 55.2<br />
Decrease/(increase) in inventories 0.9 (2.2)<br />
Increase in receivables (28.5) (29.5)<br />
Increase in payables 39.4 31.2<br />
Increase in provisions 2.1 0.5<br />
Cash generated by operations 83.4 55.2<br />
Additional pension contributions – (7.8)<br />
Income taxes paid (17.0) (15.1)<br />
Interest paid (2.5) (0.2)<br />
Net cash from operating activities 63.9 32.1<br />
Additions to fixtures and equipment during the year amounting to £1.7m (2006: £0.1m) were financed by new finance leases.<br />
Cash and cash equivalents (which are presented as a single class of assets on the face of the balance sheet) comprise cash at bank<br />
and other short-term highly liquid investments with a maturity of three months or less.<br />
27. Contingent liabilities<br />
The Company is party with other Group companies to cross guarantees of each other’s bank loans, commitments and overdrafts<br />
of £190m (2006: £105m).<br />
The Company and various of its subsidiaries are, from time to time, party to legal proceedings and claims that are in the ordinary<br />
course of business.The Directors do not anticipate that the outcome of these proceedings and claims, either individually or in<br />
aggregate, will have a material adverse effect on the Group’s financial position.<br />
In addition, the Group and its subsidiaries have provided guarantees and indemnities in respect of performance, issued by financial<br />
institutions on its behalf, amounting to £19.0m (2006: £6.1m) in the ordinary course of business.These are not expected to result in any<br />
material financial loss.<br />
28. Operating lease arrangements<br />
The Group as Lessee<br />
2007 2006<br />
£m £m<br />
Minimum lease payments under operating leases recognised in income for the year 4.4 4.5<br />
At the balance sheet date, the Group had total outstanding commitments for future minimum lease payments under non-cancellable<br />
operating leases, which fall due as follows:<br />
2007 2006<br />
£m £m<br />
Within one year 1.8 1.0<br />
In the second to fifth years inclusive 2.7 2.9<br />
After five years 1.8 1.3<br />
6.3 5.2<br />
MITIE Group PLC Annual Report and Accounts 2007 73
Notes to the consolidated financial statements continued<br />
29. Share-based payments<br />
Equity-settled share option schemes<br />
The Company has four share option schemes:<br />
The MITIE Group PLC 1991 Executive share option scheme<br />
The Executive share option scheme is open to all employees.The exercise price is equal to the market value of the shares on the date<br />
of grant.The vesting period is three years. If the options remain unexercised after a period of ten years from the date of grant, the<br />
options expire. Options may be forfeited if the employee leaves the Group. No options have been granted under this scheme since<br />
August 2001.<br />
The MITIE Group PLC 2001 Executive share option scheme<br />
The Executive share option scheme is open to all employees.The exercise price is equal to the market value of the shares on the date<br />
of grant.The vesting period is three years. If the options remain unexercised after a period of ten years from the date of grant the<br />
options expire. Options may be forfeited if the employee leaves the Group. Before options can be exercised, the performance condition<br />
that must be satisfied is that the percentage growth in the earnings per share over a three year period must be equal or greater than<br />
10.0% per annum compound.<br />
The MITIE Group PLC 1991 and 2001 Savings Related share option scheme<br />
The Savings Related share option scheme is open to all employees.The exercise price is not less than 80.0% of the market value of the<br />
shares on the day preceding the date on which invitations to participate in the Scheme are issued.The vesting period is five years. If<br />
the options remain unexercised after a period of five years and nine months from the date of grant, the options expire. Options may be<br />
forfeited if the employee leaves the Group. No options have been granted under the 1991 scheme since August 2001.<br />
Details of the share options outstanding during the year are as follows:<br />
2007 2006<br />
Weighted<br />
Weighted<br />
average<br />
average<br />
Number exercise Number exercise<br />
of share price of share price<br />
options (p) options (p)<br />
Outstanding at beginning of period (1) 12,279,752 130 12,089,064 124<br />
Granted during the period 3,870,461 177 3,278,927 149<br />
Forfeited during the period (1,377,747) 141 (1,406,688) 150<br />
Exercised during the period ( 1,913,227) 125 (1,681,551) 138<br />
Outstanding at the end of the period 12,859,239 143 12,279,752 130<br />
Exercisable at the end of the period 1,739,348 126 2,098,698 124<br />
The Group recognised the following expenses related to share-based payments:<br />
2007 2006<br />
£m £m<br />
2001 Executive share options 0.6 0.4<br />
2001 Savings Related share options 0.5 0.3<br />
1.1 0.7<br />
(1)<br />
Included within this balance are 2,263,571 (2006: 3,719,291) options that have not been recognised in accordance with IFRS 2 as the options were<br />
granted on or before 7 November 2002.These options have not been subsequently modified and therefore do not need to be accounted for in<br />
accordance with IFRS 2.<br />
The weighted average share price at the date of exercise for share options exercised during the period was 216p (2006: 181p).<br />
The options outstanding at 31 March 2007 had exercise prices ranging from 58p–191p (2006: 58p–174p) and a weighted average<br />
remaining contractual life of 5.12 years (2006: 5.18 years). In the year ended 31 March 2007, options were granted on 22 June 2006<br />
and 24 July 2006 in respect of the Executive and Savings Related share option schemes respectively.The aggregate of the estimated<br />
fair values of the options granted on those dates is £1.5m. In the year ended 31 March 2006, options were granted on 23 June 2005<br />
and 20 July 2005 in respect of the Executive and Savings Related share option schemes respectively.The aggregate of the estimated<br />
fair values of the options granted on those dates is £1.1m.<br />
74 MITIE Group PLC Annual Report and Accounts 2007
The fair value of options is measured by use of the Black-Scholes model.The inputs into the Black-Scholes model are as follows:<br />
2007 2006<br />
Share price (p) 130-193 98-161<br />
Exercise price (p) 120-191 99-162<br />
Expected volatility (%) 28-30 28-30<br />
Expected life (years) 4-6 5-6<br />
Risk-free rate (%) 4.17-5.12 4.17-5.12<br />
Expected dividends (%) 1.43-2.29 1.43-2.12<br />
Expected volatility was based upon the historical volatility over the expected life of the schemes.The expected life is based upon<br />
historical data and has been adjusted based on management’s best estimates for the effects of non-transferability, exercise restrictions<br />
and behavioural considerations.<br />
30. Retirement benefit schemes<br />
Defined contribution schemes<br />
The Group operates a number of defined contribution retirement benefit schemes for qualifying employees.The assets of the schemes<br />
are held separately from those of the Group in funds controlled by the scheme providers.<br />
The total cost charged to income of £1.7m (2006: £1.1m) represents contributions payable to these schemes by the Group at rates<br />
specified in the rules of the schemes.As at 31 March 2007, contributions of £0.5m (2006: £0.1m) due in respect of the current reporting<br />
period had not been paid over to the schemes.<br />
Defined benefit schemes<br />
Group defined benefit schemes<br />
The Group operates two defined benefit pension schemes called the MITIE Group PLC Pension Scheme and the MITIE Group PLC<br />
Passport Pension Scheme.<br />
The assets of the schemes are held separately from the Group. Contributions to the schemes are charged to the Income Statement<br />
so as to spread the cost of pensions over the employees’ working lives with the Group.<br />
Under the schemes, the employees are entitled to retirement benefits varying between 0 and 66 per cent of final salary on attainment<br />
of a retirement age of 65. No other post-retirement benefits are provided.The schemes are funded schemes.<br />
The most recent actuarial valuations of the Group schemes’ assets and the present value of their defined benefit obligations were<br />
carried out at 1 April 2005 by Mr David Higgs, Fellow of the Institute of Actuaries.<br />
Other defined benefit schemes<br />
Grouped together under ’Other schemes’ are schemes where the Group has allocated sections of two multi-employer schemes in<br />
which the Group is a participating employer and several schemes to which the Group makes contributions under Admitted Body<br />
status to our customers’ defined benefit schemes in respect of certain TUPE employees.These valuations are updated by the actuaries<br />
at each balance sheet date.The present values of the defined benefit obligations, the related current service cost, and past service<br />
cost were measured using the projected unit credit method.<br />
For the Admitted Body Schemes (principally the West Midlands Pension Fund), which are all part of the Local Government Pension<br />
Scheme, the Group will only participate for a finite period up to the end of the contracts.The Group is required to pay regular<br />
contributions as decided by the relevant Scheme Actuaries and detailed in the schemes’ Schedule of Contributions. In a number of<br />
cases contributions payable by the employer are capped and any excess recovered from the body that the employees transferred<br />
from. In addition, in certain cases, at the end of the contract the Group will be required to pay any deficit (as determined by the<br />
Scheme Actuary) that is remaining for its notional section of the scheme.<br />
Group schemes<br />
Other schemes<br />
2007 2006 2007 2006<br />
% % % %<br />
Key assumptions used for IAS 19 valuation:<br />
Discount rate 5.30 5.10 5.30 –<br />
Expected return on scheme assets:<br />
Equity instruments 8.00 8.00 8.00 –<br />
Debt instruments 5.00 5.00 5.00 –<br />
Property 7.50 7.50 7.50 –<br />
Other assets 5.25 5.00 5.25 –<br />
Expected rate of salary increases 4.00 3.75 3.75 –<br />
Future pension increases 3.00 3.00 3.00 –<br />
The overall expected return on assets is calculated as the weighted average of the expected return of each asset class.The expected<br />
return on equities is the sum of dividend growth and capital growth net of investment expenses.The return on gilts and bonds is the<br />
current market yield on long-term bonds.The expected return on property has been set equal to that expected on equities less a<br />
margin.The expected return on other assets is the rate earned by the scheme on cash.<br />
MITIE Group PLC Annual Report and Accounts 2007 75
Notes to the consolidated financial statements continued<br />
30. Retirement benefit schemes continued<br />
Amounts recognised in administrative expenses in respect of these defined benefit schemes are as follows:<br />
2007 2006<br />
Group Other Group Other<br />
schemes schemes Total schemes schemes Total<br />
£m £m £m £m £m £m<br />
Current service cost (3.2) (1.5) (4.7) (3.0) – (3.0)<br />
Interest cost (3.7) (2.7) (6.4) (3.2) – (3.2)<br />
Expected return on scheme assets 5.3 4.0 9.3 3.6 – 3.6<br />
(1.6) (0.2) (1.8) (2.6) – (2.6)<br />
Amounts recognised in the consolidated statement of recognised income and expense are as follows:<br />
2007 2006<br />
Group Other Group Other<br />
schemes schemes Total schemes schemes Total<br />
£m £m £m £m £m £m<br />
Actual return on scheme assets 4.8 4.0 8.8 12.9 – 12.9<br />
Expected return on scheme assets (5.3) (4.0) (9.3) (3.6) – (3.6)<br />
Experience adjustments arising on plan liabilities (3.2) (1.0) (4.2) (8.2) – (8.2)<br />
(3.7) (1.0) (4.7) 1.1 – 1.1<br />
The cumulative amount of actuarial loss recognised since 1 April 2004 in the consolidated statement of recognised income and<br />
expense is £5.3m (2006: £0.4m).<br />
The amounts included in the balance sheet arising from the Group’s obligations in respect of its defined benefit retirement benefit<br />
schemes are as follows:<br />
2007 2006<br />
Group Other Group Other<br />
schemes schemes Total schemes schemes Total<br />
£m £m £m £m £m £m<br />
Fair value of scheme assets 83.2 61.4 144.6 74.0 – 74.0<br />
Present value of defined benefit obligations (82.7) (60.6) (143.3) (72.2) – (72.2)<br />
Surplus/(deficit) in scheme 0.5 0.8 1.3 1.8 – 1.8<br />
Contract adjustment – (0.8) (0.8) – – –<br />
Net pension asset 0.5 – 0.5 1.8 – 1.8<br />
Movements in the present value of defined benefit obligations were as follows:<br />
2007 2006<br />
Group Other Group Other<br />
schemes schemes Total schemes schemes Total<br />
£m £m £m £m £m £m<br />
At 1 April 72.2 – 72.2 56.6 – 56.6<br />
Service cost 3.2 1.5 4.7 3.0 – 3.0<br />
Interest cost 3.7 2.7 6.4 3.2 – 3.2<br />
Reclassification (0.4) 0.4 – – – –<br />
Contributions from scheme members 2.1 0.5 2.6 2.2 – 2.2<br />
Actuarial gains and losses 3.2 0.3 3.5 8.2 – 8.2<br />
Benefits paid (1.3) (0.1) (1.4) (1.0) – (1.0)<br />
Contract transfers – 55.3 55.3 – – –<br />
At 31 March 82.7 60.6 143.3 72.2 – 72.2<br />
76 MITIE Group PLC Annual Report and Accounts 2007
Movements in the fair value of scheme assets were as follows:<br />
2007 2006<br />
Group Other Group Other<br />
schemes schemes Total schemes schemes Total<br />
£m £m £m £m £m £m<br />
At 1 April 74.0 – 74.0 49.1 – 49.1<br />
Expected return on scheme assets 5.3 4.0 9.3 3.6 – 3.6<br />
Actuarial gains and losses (0.5) – (0.5) 9.3 – 9.3<br />
Contributions from the sponsoring companies 3.9 1.3 5.2 11.0 – 11.0<br />
Contributions from scheme members 2.2 0.5 2.7 2.1 – 2.1<br />
Reclassification (0.4) 0.4 – – – –<br />
Benefits paid (1.3) (0.1) (1.4) (1.1) – (1.1)<br />
Contract transfers – 55.3 55.3 – – –<br />
At 31 March 83.2 61.4 144.6 74.0 – 74.0<br />
The analysis of the scheme assets at the balance sheet date was as follows:<br />
2007 2006<br />
Group Other Group Other<br />
schemes schemes Total schemes schemes Total<br />
£m £m £m £m £m £m<br />
Equity instruments 47.8 46.6 94.4 46.6 – 46.6<br />
Debt instruments 3.0 7.6 10.6 2.8 – 2.8<br />
Property 15.3 5.1 20.4 3.4 – 3.4<br />
Other assets 17.1 2.1 19.2 21.2 – 21.2<br />
At 31 March 83.2 61.4 144.6 74.0 – 74.0<br />
The pension schemes have invested in property occupied by the Group with a fair value of £3.2m (2006: £nil) generating rental of<br />
£0.3m (2006: £nil).The pension schemes have not invested in any of the Group’s own financial instruments or other assets used by the<br />
Group.Transactions between the Group and the pension schemes are conducted at arm’s length.<br />
The mortality for the Group schemes is based upon up to date tables which project mortality improvements in the future. For a male<br />
aged 65.0 years the expected life is 85.1 years (2006: 85.1 years) and for a female aged 65.0 years the expected life is 88.0 years<br />
(2006: 88.0 years). Mortality for the other schemes is that used by the relevant scheme actuary.<br />
The history of experience adjustments is as follows:<br />
Group schemes<br />
Other schemes<br />
2007 2006 2005 2007 2006 2005<br />
£m £m £m £m £m £m<br />
Fair value of scheme assets 83.2 74.0 49.0 61.4 – –<br />
Present value of defined benefit obligations (82.7) (72.2) (56.6) (61.4) – –<br />
Surplus/(deficit) in the scheme 0.5 1.8 (7.6) – – –<br />
Experience adjustments on scheme liabilities (3.2) (8.2) (3.7) (1.0) – –<br />
Percentage of scheme liabilities 3.9% 11.4% 7.0% 1.6% – –<br />
Experience adjustments on scheme assets (0.5) 9.3 2.3 – – –<br />
Percentage of scheme assets 1.0% 12.6% 5.0% – – –<br />
The estimated contributions expected to be paid to the Group schemes during the current financial year are £3.4m (2006: £3.2m)<br />
and to other schemes £1.2m (2006: £nil).<br />
MITIE Group PLC Annual Report and Accounts 2007 77
Notes to the consolidated financial statements continued<br />
31. Related party transactions<br />
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are<br />
not disclosed in this Note.<br />
During the year the Group received rent of £3,500 (2006: £36,000) from The Platform Company (Holdings) Limited, a Company in which<br />
C S Acheson held a Directorship. During the year, a freehold property was sold to The Platform Company (Holdings) Limited for<br />
£565,000. No fees were paid by The Platform Company (Holdings) Limited in respect of the services provided by C S Acheson either<br />
to the Group or C S Acheson (2006: £nil). No balances were outstanding at the year end (2006: £nil).<br />
During the year the Group provided services amounting to £166,000 (2006: £164,000) to The Bristol Port Company Limited, a Company<br />
in which D C Ord held a Directorship.At the end of the year the amount owed to the Group was £nil (2006: £14,000).<br />
During the year the Group provided services amounting to £5,384,000 (2006: £7,951,000) to Sir Robert McAlpine Limited, a Company<br />
in which C McAlpine held a Directorship.At the end of the year the amount owed to the Group was £1,308,000 (2006: £1,602,000).<br />
During the year the Group earned interest of £142,000 (2006: £140,000) on loan notes and loans with Generation (UK) Limited, a<br />
Company in which I R Stewart held a Directorship. In addition, Generation (UK) Limited paid rent to the Group of £120,000 (2006:<br />
£120,000). £nil was outstanding at the year end (2006: £nil). No fees were paid by Generation (UK) Limited in respect of the services<br />
provided by I R Stewart either to the Group or I R Stewart (2006: £nil).<br />
No material contract or arrangement has been entered into during the year, nor existed at the end of the year, in which a Director<br />
had a material interest.<br />
Amounts paid to key management personnel are given in the audited section of the Directors’ remuneration report.<br />
32. Subsidiaries<br />
The companies set out below are those which were part of the Group at 31 March 2007 and in the opinion of the Directors significantly<br />
affected the Group’s results and net assets during the year.<br />
At 31 March 2007<br />
% Ordinary Shares<br />
owned<br />
Cleaning<br />
Security<br />
Engineering Maintenance<br />
Managed Services<br />
Business Services<br />
PFI<br />
Catering<br />
Landscape<br />
Pest Control<br />
MITIE Cleaning and Support Services Ltd (1)(2) 95.89<br />
MITIE Cleaning Services Ltd (2) 95.89<br />
MITIE Services (Retail) Ltd (2) 57.60<br />
MITIE Transport Services Ltd (2i) 86.08<br />
MITIE Security Systems Ltd 100.00<br />
MITIE Aviation Security Ltd (1) 100.00<br />
MITIE Security (South West) Ltd 51.00<br />
MITIE Security Ltd (formerly Initial Security Ltd) 100.00<br />
MITIE Security (London) Ltd 100.00<br />
MITIE Engineering Maintenance (Caledonia) Ltd 57.00<br />
MITIE Engineering Maintenance (North) Ltd 51.00<br />
MITIE Engineering Maintenance (South West) Ltd 100.00<br />
MITIE Engineering Maintenance Ltd 100.00<br />
MITIE Managed Services Ltd 100.00<br />
MITIE Managed Services (Southern) Ltd 100.00<br />
MITIE Managed Services (South West and Wales) Ltd 68.93<br />
MITIE Business Services Ltd 100.00<br />
MITIE Document Solutions Ltd 68.00<br />
MITIE PFI Ltd 100.00<br />
MITIE Catering Services (London) Ltd 57.10<br />
MITIE Catering Services (Northern) Ltd 63.50<br />
MITIE Catering Services Ltd 51.11<br />
MITIE Lyndhurst Services Ltd 75.00<br />
MITIE Pest Control Ltd 100.00<br />
MITIE Pest Control (London) Ltd 55.08<br />
78 MITIE Group PLC Annual Report and Accounts 2007
Property Services<br />
Engineering<br />
Administration<br />
At 31 March 2007<br />
% Ordinary Shares<br />
owned<br />
KBS Fire Protection Systems Ltd 79.00<br />
MITIE Flooring (Southern) Ltd 75.47<br />
MITIE Interiors Ltd 54.00<br />
MITIE McCartney Fire Protection Ltd 75.16<br />
MITIE Property Services (Eastern) Ltd 68.00<br />
MITIE Property Services (UK) Ltd 75.82<br />
MITIE Property Services Ltd 100.00<br />
MITIE Spaceworks Ltd 65.00<br />
MITIE Air Conditioning (London) Ltd 91.79<br />
MITIE Air Conditioning (Midlands) Ltd 89.15<br />
MITIE Air Conditioning (North) Ltd 100.00<br />
MITIE Air Conditioning (Scotland) Ltd 80.00<br />
MITIE Air Conditioning (South West) Ltd 100.00<br />
MITIE Air Conditioning (Wales) Ltd 100.00<br />
MITIE Air Conditioning (West) Ltd 100.00<br />
MITIE Engineering Ltd 69.55<br />
MITIE Engineering Projects Ltd 63.00<br />
MITIE Engineering Services (Bristol) Ltd 100.00<br />
MITIE Engineering Services (Cardiff) Ltd 100.00<br />
MITIE Engineering Services (Edinburgh) Ltd 54.00<br />
MITIE Engineering Services (Guernsey) Ltd 100.00<br />
MITIE Engineering Services (Jersey) Ltd 100.00<br />
MITIE Engineering Services (Leeds) Ltd 62.67<br />
MITIE Engineering Services (Liverpool) Ltd 54.00<br />
MITIE Engineering Services (Midlands) Ltd 55.50<br />
MITIE Engineering Services (North East) Ltd 83.14<br />
MITIE Engineering Services (North) Ltd 100.00<br />
MITIE Engineering Services (Peninsula) Ltd 100.00<br />
MITIE Engineering Services (Retail) Ltd 100.00<br />
MITIE Engineering Services (Scotland) Ltd 100.00<br />
MITIE Engineering Services (SE Region) Ltd 100.00<br />
MITIE Engineering Services (South West) Ltd 100.00<br />
MITIE Engineering Services (Swansea) Ltd 100.00<br />
MITIE Engineering Services (West Midlands) Ltd 64.00<br />
MITIE Engineering Services Ltd 100.00<br />
MITIE Environmental Ltd 100.00<br />
MITIE Scotgate Ltd (1) 100.00<br />
MITIE Technology Ltd 53.64<br />
Cole Motors Ltd 100.00<br />
MITIE Facilities Management Ltd 100.00<br />
MITIE Payroll Services Ltd (1) 100.00<br />
MITIE Resources Ltd (1) 100.00<br />
MITIE Property Investments Ltd 100.00<br />
MITIE Reinsurance Company Ltd 100.00<br />
(1)<br />
Shareholdings held by intermediate subsidiary undertakings.<br />
(2)<br />
Denotes Company operates 13 four-weekly period.<br />
All companies were incorporated in and operate within the United Kingdom, except for MITIE Reinsurance Company Limited and<br />
MITIE Engineering Services (Guernsey) Limited, which are registered and operate in Guernsey, and MITIE Engineering Services (Jersey)<br />
Limited, which is registered and operates in Jersey.<br />
Certain companies (as noted in the table above) operate on the basis of 13 four-weekly periods and have drawn up their accounts<br />
to 31 March 2007.<br />
The Group has a 33% interest in an associate company, Service Management International Limited.As this is not considered material,<br />
separate disclosure of its results, assets or liabilities have not been included in the financial statements.<br />
The companies listed above represent the principal operating subsidiary companies of the Group.A full list of subsidiary companies<br />
will be annexed to the next annual return.<br />
MITIE Group PLC Annual Report and Accounts 2007 79
Independent auditors’report to the members of MITIE Group PLC<br />
We have audited the parent company financial statements<br />
of MITIE Group PLC for the year ended 31 March 2007 which<br />
comprise the Company balance sheet and the related Notes<br />
33 to 46.These parent company financial statements have been<br />
prepared under the accounting policies set out therein.<br />
We have reported separately on the group financial statements<br />
of MITIE Group PLC for the year ended 31 March 2007 and on the<br />
information in the directors’ remuneration report that is described<br />
as having been audited.<br />
This report is made solely to the company’s members, as a body,<br />
in accordance with section 235 of the Companies Act 1985. Our<br />
audit work has been undertaken so that we might state to the<br />
company’s members those matters we are required to state to<br />
them in an auditors’ report and for no other purpose.To the fullest<br />
extent permitted by law, we do not accept or assume<br />
responsibility to anyone other than the company and the<br />
company’s members as a body, for our audit work, for this report,<br />
or for the opinions we have formed.<br />
Respective responsibilities of directors and auditors<br />
The directors’ responsibilities for preparing the Annual Report,<br />
the Directors’ Remuneration Report and the parent company<br />
financial statements in accordance with applicable law and<br />
United Kingdom Accounting Standards (United Kingdom<br />
Generally Accepted Accounting Practice) are set out in the<br />
Statement of Directors’ Responsibilities.<br />
Our responsibility is to audit the parent company financial<br />
statements in accordance with relevant legal and regulatory<br />
requirements and International Standards on Auditing (UK<br />
and Ireland).<br />
We report to you our opinion as to whether the parent company<br />
financial statements give a true and fair view and whether the<br />
parent company financial statements have been properly<br />
prepared in accordance with the Companies Act 1985.We also<br />
report to you whether in our opinion the information given in the<br />
Directors’ report is consistent with the parent company financial<br />
statements.The information given in the Directors’ report includes<br />
that specific information presented in the Chairman’s statement,<br />
the Chief Executive’s statement, the Group Finance Director’s<br />
statement, the Operating Review and the Corporate Governance<br />
report that is cross referred from the business review section of the<br />
Directors’ report.<br />
Basis of audit opinion<br />
We conducted our audit in accordance with International<br />
Standards on Auditing (UK and Ireland) issued by the Auditing<br />
Practices Board.An audit includes examination, on a test basis,<br />
of evidence relevant to the amounts and disclosures in the<br />
parent company financial statements. It also includes an<br />
assessment of the significant estimates and judgments made<br />
by the directors in the preparation of the parent company<br />
financial statements, and of whether the accounting policies<br />
are appropriate to the company’s circumstances, consistently<br />
applied and adequately disclosed.<br />
We planned and performed our audit so as to obtain all the<br />
information and explanations which we considered necessary<br />
in order to provide us with sufficient evidence to give reasonable<br />
assurance that the parent company financial statements are free<br />
from material misstatement, whether caused by fraud or other<br />
irregularity or error. In forming our opinion we also evaluated the<br />
overall adequacy of the presentation of information in the parent<br />
company financial statements.<br />
Opinion<br />
In our opinion:<br />
• the parent company financial statements give a true and fair<br />
view, in accordance with United Kingdom Generally Accepted<br />
Accounting Practice, of the state of the company’s affairs as<br />
at 31 March 2007;<br />
• the parent company financial statements have been properly<br />
prepared in accordance with the Companies Act 1985; and<br />
• the information given in the Directors’ report is consistent with<br />
the parent company financial statements.<br />
Deloitte & Touche LLP<br />
Chartered Accountants and Registered Auditors<br />
Bristol, United Kingdom<br />
18 May 2007<br />
In addition we report to you if, in our opinion, the company has<br />
not kept proper accounting records, if we have not received all<br />
the information and explanations we require for our audit, or if<br />
information specified by law regarding directors’ remuneration<br />
and other transactions is not disclosed.<br />
We read the other information contained in the Annual Report<br />
as described in the contents section and consider whether it is<br />
consistent with the audited parent company financial statements.<br />
We consider the implications for our report if we become aware<br />
of any apparent misstatements or material inconsistencies with<br />
the parent company financial statements. Our responsibilities do<br />
not extend to any further information outside the Annual Report.<br />
80 MITIE Group PLC Annual Report and Accounts 2007
Company balance sheet<br />
As at 31 March 2007<br />
2007 2006<br />
Notes £m £m<br />
Fixed assets<br />
Tangible assets 36 2.0 1.7<br />
Investments in subsidiary undertakings 37 218.1 208.2<br />
Total fixed assets 220.1 209.9<br />
Current assets<br />
Debtors 38 43.3 33.6<br />
Total current assets 43.3 33.6<br />
Total assets 263.4 243.5<br />
Creditors: amounts falling due within one year 39 (114.0) (107.1)<br />
Provisions 41 (0.3) (12.2)<br />
Total current liabilities (114.3) (119.3)<br />
Net current liabilities (71.0) (85.7)<br />
Total assets less current liabilities 149.1 124.2<br />
Creditors: amounts falling due after more than one year 40 (1.2) –<br />
Provisions 41 – (3.2)<br />
Total liabilities (115.5) (122.5)<br />
Net assets 147.9 121.0<br />
Capital and reserves<br />
Share capital 42 7.8 7.7<br />
Share premium account 43 16.6 13.7<br />
Merger reserve 43 54.9 52.0<br />
Capital redemption reserve 43 0.3 0.3<br />
Profit and loss account 43 68.3 47.3<br />
Equity shareholders’ funds 147.9 121.0<br />
The financial statements were approved by the Board of Directors and authorised for issue on 18 May 2007. They were signed on<br />
its behalf by:<br />
Ruby McGregor-Smith<br />
Chief Executive<br />
Suzanne Baxter<br />
Group Finance Director<br />
MITIE Group PLC Annual Report and Accounts 2007 81
Notes to the Company financial statements<br />
33. Significant accounting policies<br />
Basis of accounting<br />
The separate financial statements of the Company are presented as required by company law.They have been prepared under<br />
the historical cost convention and in accordance with applicable United Kingdom Accounting standards and law.<br />
The principal accounting policies are summarised below.They have been applied consistently throughout the year and the<br />
preceding year.<br />
Prior year comparatives<br />
Other than the change noted below, the accounting policies have been applied consistently throughout the current and previous<br />
year.The Company has adopted the revision to ’FRS 20 Share-based Payment’ from 1 April 2006 which requires that options over the<br />
Company’s shares awarded to employees of the Company’s subsidiaries be accounted for as a capital contribution. Consequently,<br />
the carrying value of Investments in subsidiary undertakings has been increased by £2.2m up to 31 March 2007.The impact on prior<br />
year is not material, therefore a prior year adjustment has not been made.<br />
Investments<br />
Fixed asset investments in subsidiaries are shown at cost less any provision for impairment.<br />
Tangible fixed assets<br />
Tangible fixed assets are stated at cost less accumulated depreciation and any impairment in value. Depreciation is charged so<br />
as to write off the cost of the assets over their estimated useful lives and is calculated on a straight-line basis as follows:<br />
Plant and vehicles<br />
– 3-10 years<br />
The carrying values of tangible fixed assets are reviewed for impairment when events or changes in circumstances indicate the<br />
carrying value may not be recoverable. If any such indication exists and where the carrying values exceed the estimated recoverable<br />
amount, the assets or cash-generating units are written down to their recoverable amount.The recoverable amount of tangible fixed<br />
assets is the greater of net selling price and value in use. In assessing value in use, the estimated future cash flows are discounted to<br />
their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks<br />
specific to the asset.<br />
Provisions<br />
Provisions are recognised when the Company has a present obligation as a result of a past event and it is probable that an outflow of<br />
resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount<br />
of the obligation.Where the Company expects some or all of a provision to be reimbursed, for example under an insurance contract,<br />
the reimbursement is recognised as a separate asset but only when the reimbursement is virtually certain.The expense relating to<br />
any provision is charged to the profit and loss account, net of any reimbursement. If the effect of the time value of money is material,<br />
provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments<br />
of the time value of money and, where appropriate, the risks specific to the liability.Where discounting is used, the increase in the<br />
provision due to the passage of time is recognised as a borrowing cost.<br />
Taxation<br />
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted<br />
or substantively enacted at the balance sheet date.<br />
Deferred tax is provided in full on timing differences that result in an obligation at the balance sheet date to pay more tax, or a right<br />
to pay less tax, at a future date, at rates expected to apply when they crystallise based on current tax rates and law.Timing differences<br />
arise from the inclusion of items of income and expenditure in tax computations in periods different from those in which they are<br />
included in the financial statements. Deferred tax is not provided on timing differences arising from the revaluation of fixed assets where<br />
there is no commitment to sell the asset, or on unremitted earnings of subsidiaries and associates where there is no commitment<br />
to remit these earnings. Deferred tax assets are recognised to the extent that it is regarded as more likely than not that they will be<br />
recovered. Deferred tax assets and liabilities are not discounted.<br />
Financial instruments<br />
Trade receivables are measured at initial recognition at fair value.Appropriate allowances for estimated irrecoverable amounts are<br />
recognised in the income statement where there is objective evidence that the asset is impaired.<br />
Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are<br />
readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.<br />
Interest bearing bank loans and overdrafts are recorded at the proceeds received, net of direct issue costs. Finance charges, including<br />
premiums payable on settlement or redemption and direct issue costs, are accounted for on an accruals basis in the income statement<br />
and are added to the carrying amount of the instrument to the extent that they are not settled in the period in which they arise.<br />
Trade payables are measured at fair value.<br />
Equity instruments issued by the Company are recorded at the proceeds received, net of direct issue costs.<br />
Financial assets and financial liabilities are recognised on the Company’s balance sheet when the Company becomes a party<br />
to the contractual provisions of the instrument.<br />
Share-based payments<br />
The Company operates a number of executive and employee share option schemes. For all grants of share options and awards,<br />
the fair value as at the date of grant is calculated using the Black-Scholes model and the corresponding expense is recognised<br />
on a straight-line basis over the vesting period.<br />
82 MITIE Group PLC Annual Report and Accounts 2007
Pensions<br />
Pension costs represent amounts paid to one of the Group’s pension schemes. For the purposes of FRS 17 ’Retirement Benefits’ the<br />
Company has been unable to identify its share of the underlying assets and liabilities of the main Group defined benefit pension<br />
scheme on a consistent and reasonable basis.Therefore the Company is accounting for contributions to the scheme as if it were<br />
a defined contribution scheme. Note 30 to the consolidated financial statements set out the details of the IAS 19 ’Employee Benefits’<br />
net pension asset of £0.5m (2006: £1.8m).<br />
34. Profit for the year<br />
As permitted by section 230 of the Companies Act 1985 the Company has elected not to present its own profit and loss account<br />
for the year. MITIE Group PLC reported a profit after taxation for the financial year ended 31 March 2007 of £33.6m (2006: £9.2m loss).<br />
The auditors’ remuneration for audit services to the Company was £25,000 (2006: £23,000).<br />
The average number of persons employed, being full time equivalents, by the Company during the year, including Directors, was<br />
76 (2006: 68).<br />
The costs incurred in respect of these employees were:<br />
2007 2006<br />
£m £m<br />
Wages and salaries 6.4 5.3<br />
Social security costs 0.7 0.6<br />
Pension costs 0.3 0.3<br />
7.4 6.2<br />
Detailed disclosures of Directors’ remuneration and share options are given in the audited section of the Directors’ remuneration report<br />
contained in the consolidated financial statements.<br />
35. Dividends<br />
2007 2006<br />
£m £m<br />
Amounts recognised as distributions to equity holders in the period:<br />
Final dividend for the year ended 31 March 2006 of 2.4p (2005: 1.8p) per share 7.4 5.6<br />
Interim dividend for the year ended 31 March 2007 of 2.4p (2006: 1.9p) per share 7.5 5.7<br />
14.9 11.3<br />
Proposed final dividend for the year ended 31 March 2007 of 2.7p (2006: 2.4p) per share 8.4 7.3<br />
The proposed final dividend is subject to approval by Shareholders at the Annual General Meeting and has not been included<br />
as a liability in these financial statements.<br />
36.Tangible fixed assets<br />
Plant and<br />
vehicles<br />
£m<br />
Cost<br />
At 1 April 2006 3.0<br />
Additions 0.8<br />
Disposals (0.1)<br />
At 31 March 2007 3.7<br />
Accumulated depreciation<br />
At 1 April 2006 1.3<br />
Charge for the year 0.5<br />
Disposals (0.1)<br />
At 31 March 2007 1.7<br />
Carrying amount<br />
At 31 March 2007 2.0<br />
At 31 March 2006 1.7<br />
MITIE Group PLC Annual Report and Accounts 2007 83
Notes to the Company financial statements continued<br />
37. Investments in subsidiary undertakings<br />
Shares at cost<br />
At 1 April 2006 219.8<br />
Additions 7.7<br />
Capital contribution re share-based payments 2.2<br />
At 31 March 2007 229.7<br />
£m<br />
Provision for impairment<br />
At 1 April 2006 11.6<br />
At 31 March 2007 11.6<br />
Carrying amount<br />
At 31 March 2007 218.1<br />
At 31 March 2006 208.2<br />
Full details of the acquisitions in the year are provided in Note 25 of the consolidated financial statements and a listing of subsidiaries<br />
in Note 32.<br />
38. Debtors<br />
2007 2006<br />
£m £m<br />
Amounts owed by subsidiary undertakings 34.7 26.1<br />
Other debtors 4.3 4.4<br />
Prepayments and accrued income 2.4 1.2<br />
Corporation tax 1.9 1.9<br />
43.3 33.6<br />
The Directors consider that the carrying amount of debtors approximates their fair value.<br />
39. Creditors: amounts falling due within one year<br />
2007 2006<br />
£m £m<br />
Trade creditors 1.8 1.0<br />
Amounts owed to subsidiary undertakings 15.5 11.7<br />
Other taxes and social security 1.8 1.0<br />
Overdraft 63.7 60.7<br />
Bank loans 20.0 31.0<br />
Secured loan notes 9.9 –<br />
Accruals and deferred income 1.3 1.7<br />
114.0 107.1<br />
The Directors consider that the carrying amount of creditors approximates their fair value.<br />
The Company’s bank overdrafts are part of the Group’s banking arrangements and are offset against credit balances within<br />
the Group.The Company has adequate liquidity to discharge all current obligations.<br />
Full details of the loan notes issued in the year are provided in Note 20 of the consolidated financial statements.<br />
84 MITIE Group PLC Annual Report and Accounts 2007
40. Creditors: amounts falling due after more than one year<br />
2007 2006<br />
£m £m<br />
Unsecured loan notes 1.2 –<br />
1.2 –<br />
Details of the unsecured loan notes are provided in Note 20 of the consolidated financial statements.<br />
41. Provisions<br />
Contingent deferred<br />
consideration<br />
£m<br />
At 1 April 2006 15.4<br />
Additional provision in the year 0.3<br />
Converted to loan notes during the year (12.1)<br />
Utilised during the year (3.3)<br />
At 31 March 2007 0.3<br />
Falling due within one year 0.3<br />
Falling due after more than one year –<br />
0.3<br />
Full details of provisions are provided in Note 22 of the consolidated financial statements.<br />
42. Share capital<br />
Ordinary Ordinary<br />
Shares Shares<br />
of 2.5p of 2.5p<br />
Number £m<br />
Authorised at 1 April 2006 and 31 March 2007 340,000,000 8.5<br />
2007<br />
Allotted and fully paid<br />
At beginning of year 308,762,569 7.7<br />
Issued as Directors’ remuneration 46,219 –<br />
Issued for acquisitions 1,727,180 –<br />
Issued under share option schemes 1,913,227 0.1<br />
At end of year 312,449,195 7.8<br />
2006<br />
Allotted and fully paid<br />
At beginning of year 303,173,780 7.6<br />
Issued as Directors’ remuneration 66,773 –<br />
Issued for acquisitions 4,832,770 0.1<br />
Issued under share option schemes 1,681,551 –<br />
Own shares acquired (992,305) –<br />
At end of year 308,762,569 7.7<br />
Full details of movements in share capital during the year are provided in Note 23 of the consolidated financial statements.<br />
MITIE Group PLC Annual Report and Accounts 2007 85
Notes to the Company financial statements continued<br />
43. Reserves<br />
Called-up Share Capital Profit and<br />
share premium Merger redemption loss<br />
capital account reserve reserve account Total<br />
£m £m £m £m £m £m<br />
At beginning of year 7.7 13.7 52.0 0.3 47.3 121.0<br />
Shares issued and net premium arising in respect<br />
of acquisitions – 0.4 2.9 – – 3.3<br />
Shares issued and net premium in connection with<br />
exercise of share options 0.1 2.5 – – – 2.6<br />
Share-based payments – – – – 2.3 2.3<br />
Profit for the period – – – – 33.6 33.6<br />
Dividend paid to Shareholders – – – – (14.9) (14.9)<br />
Balance at 31 March 2007 7.8 16.6 54.9 0.3 68.3 147.9<br />
44. Contingent liabilities<br />
Details of contingent liabilities have been given in Note 27 to the consolidated financial statements.<br />
45. Share-based payments<br />
Equity-settled share option schemes<br />
The Company has four share option schemes as described in Note 29 to the consolidated financial statements.<br />
The Group recognised the following expenses related to share-based payments:<br />
2007 2006<br />
£m £m<br />
2001 Executive share options 0.1 0.0<br />
2001 Savings Related share options 0.0 0.0<br />
0.1 0.0<br />
The fair value of options is measured by use of the Black-Scholes model.The inputs into the Black-Scholes model are as described<br />
in Note 29 to the consolidated financial statements.<br />
46. Related parties<br />
Directors’ transactions<br />
Details of related party transactions have been given in Note 31 to the consolidated financial statements.<br />
The Company has taken advantage of the exemption in FRS 8 not to disclose transactions with companies within the Group.<br />
86 MITIE Group PLC Annual Report and Accounts 2007
Useful information for Shareholders<br />
Results<br />
2007 Half year 27 November 2006<br />
2007 Full year 21 May 2007<br />
2008 Half year 26 November 2007<br />
Dividends<br />
2007 Interim 2.4p (2006: 1.9p) Paid 30 March 2007<br />
2007 Final (proposed) 2.7p (2006: 2.4p) Ex dividend date 4 July 2007<br />
Record date 6 July 2007<br />
Last date for receipt/revocation of DRIP dividend mandate 13 July 2007<br />
Payment date 3 August 2007<br />
Annual General Meeting 26 July 2007<br />
Capital history<br />
Mid market price 2 April 2001<br />
(date of sub-division) 152.5p<br />
Mid market price 31 March 2007 230.3p<br />
2007 high/low 261.8p/176.0p<br />
Registrars<br />
Computershare Investor Services PLC T: 0870 702 0010<br />
Lochside House<br />
www.computershare.com<br />
7 Lochside Avenue<br />
Edinburgh Park<br />
Edinburgh<br />
EH12 9DJ<br />
Company<br />
MITIE Group PLC T: 0117 970 8800<br />
8 Monarch Court F: 0117 302 6743<br />
The Brooms<br />
E: group@mitie.co.uk<br />
Emersons Green<br />
www.mitie.co.uk<br />
Bristol<br />
BS16 7FH Registered number: SC 19230<br />
These financial statements may be downloaded in PDF format from the Group’s website, which also contains additional general<br />
information on the Group.<br />
MITIE Group PLC Annual Report and Accounts 2007 87
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88 MITIE Group PLC Annual Report and Accounts 2007
MITIE Group PLC<br />
8 Monarch Court<br />
The Brooms<br />
Emersons Green<br />
Bristol<br />
BS16 7FH<br />
T: 0117 970 8800<br />
F: 0117 302 6743<br />
E: group@mitie.co.uk<br />
www.mitie.co.uk