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Annual Report 2012<br />
To the changing<br />
demands <strong>of</strong> our clients,<br />
to the growing needs <strong>of</strong><br />
local communities and<br />
to more than 24 million<br />
people across the UK...
Financial highlights<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Contents<br />
...May Gurney is essential.<br />
We work with our clients in the public and<br />
regulated sectors to design and deliver a wide<br />
range <strong>of</strong> essential front-line <strong>services</strong> that reach<br />
over 24 million people every day. Put simply,<br />
the <strong>services</strong> we deliver keep the country running.<br />
All <strong>of</strong> our contracts are long-term and are delivered<br />
locally. This means that we have deep relationships<br />
with local communities and make a significant and<br />
sustainable contribution to the local economies<br />
where we work. Our strong local presence means<br />
that where we <strong>of</strong>fer multiple <strong>services</strong> to multiple<br />
clients in one place then we can deliver them<br />
together, so that they’re more effective and more<br />
efficient for everyone. And we translate the learning<br />
from one geography or service to another. This is<br />
the essence <strong>of</strong> our unique ‘place-based’ approach<br />
to <strong>integrated</strong> service delivery.<br />
Revenue £m<br />
+22% on 2011<br />
437.0<br />
Underlying EPS² pence<br />
+19% on 2011<br />
18.5<br />
470.3 483.1<br />
20.5 21.9<br />
24.8<br />
29.5<br />
2007/08 2008/09 2009/10 2010/11 2011/12<br />
£<strong>28</strong>.4m<br />
Underlying PBT 3 up by 17%<br />
£4.0bn<br />
Pipeline <strong>of</strong> bidding opportunities<br />
in core markets<br />
571.4<br />
Business highlights<br />
695.3<br />
2007/08 2008/09 2009/10 2010/11 2011/12<br />
£11.0m<br />
Net cash 4<br />
Strong organic growth:<br />
More than £400 million in new contracts,<br />
renewals and extensions secured in the year<br />
Since the period end, we have secured a two-year<br />
extension to our Omnibus contract with British<br />
Waterways, valued at up to £40 million<br />
Successful acquisition <strong>of</strong> TransLinc:<br />
Secured our entry into the fleet and passenger<br />
<strong>services</strong> market<br />
Since the acquisition, three significant contract<br />
extensions have been secured and a new five-year<br />
contract with West Lancashire Borough Council<br />
for fully-outsourced fleet management <strong>services</strong><br />
has been won<br />
EBITA¹ £m<br />
+20% on 2011<br />
17.6<br />
£400m<br />
More than £400 million in new<br />
contracts, renewals and extensions<br />
secured during the year<br />
20.5<br />
22.1<br />
25.1<br />
30.1<br />
2007/08 2008/09 2009/10 2010/11 2011/12<br />
<strong>Group</strong> order book £m<br />
£1.5bn<br />
520 335<br />
40<br />
480<br />
35<br />
300<br />
265<br />
25<br />
240<br />
Framework<br />
Secured<br />
420<br />
420<br />
2012/13 2013/14 2014/15 2016+<br />
100+%<br />
Cash generation represents over<br />
100% conversion <strong>of</strong> EBITA<br />
8.42p<br />
Recommended final dividend <strong>of</strong><br />
5.63 pence per share, resulting in a<br />
total for the year <strong>of</strong> 8.42 pence per<br />
share, up <strong>28</strong>% (2011: 6.60 pence)<br />
Client-aligned management reorganisation<br />
completed:<br />
Completed a review and restructuring <strong>of</strong> our<br />
operations aligning <strong>services</strong> more closely to<br />
clients and reinforcing our capabilities to deliver<br />
place-based <strong>services</strong><br />
Operations consolidated into two client-facing<br />
divisions – Public Sector Services & Regulated<br />
Sector Services<br />
Significantly strengthened and enhanced the skills<br />
and capabilities <strong>of</strong> senior management teams<br />
Overview<br />
02 Our business<br />
04 Our structure<br />
06 Chairman’s introduction<br />
08 Chief Executive’s review<br />
Strategy <strong>report</strong><br />
12 Market overview<br />
16 Our business model<br />
18 Our strategy<br />
20 Corporate assurance and risk management<br />
22 Our KPIs<br />
23 Case studies<br />
Corporate social responsibility review<br />
30 People<br />
32 Health & safety<br />
33 Community investment<br />
36 Sustainability & environment<br />
Performance <strong>report</strong><br />
39 Public Sector Services division<br />
42 Regulated Sector Services division<br />
46 Financial review<br />
Governance <strong>report</strong><br />
48 Board <strong>of</strong> Directors<br />
50 Report <strong>of</strong> the Directors<br />
53 Corporate governance<br />
56 Directors’ Remuneration Report<br />
Financial statements<br />
62 Independent auditor’s <strong>report</strong><br />
63 <strong>Group</strong> income statement<br />
64 <strong>Group</strong> statement <strong>of</strong> comprehensive income<br />
65 <strong>Group</strong> statement <strong>of</strong> changes in equity<br />
66 Company statement <strong>of</strong> changes in equity<br />
67 <strong>Group</strong> statement <strong>of</strong> financial position<br />
68 Company statement <strong>of</strong> financial position<br />
69 <strong>Group</strong> statement <strong>of</strong> cash flows<br />
70 Company statement <strong>of</strong> cash flows<br />
71 Accounting policies<br />
76 Notes to the <strong>report</strong> and accounts<br />
107 Corporate directory<br />
108 Useful information for shareholders<br />
1 <br />
EBITA is <strong>Group</strong> operating pr<strong>of</strong>it before amortisation and<br />
non-recurring costs after writing <strong>of</strong>f bidding and mobilisation<br />
costs as incurred<br />
2<br />
Underlying EPS is defined in Note 10<br />
3 <br />
Underlying PBT is pr<strong>of</strong>it before tax, amortisation and<br />
non-recurring costs<br />
4 <br />
Excluding finance leases and including short-term bank loans<br />
1
Overview<br />
Our business<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Who we are<br />
May Gurney is a support <strong>services</strong><br />
company. We are committed to<br />
helping our clients in the public and<br />
regulated sectors deliver sustainable<br />
improvements to front-line essential<br />
<strong>services</strong> across the UK.<br />
Our <strong>services</strong> are delivered locally through two<br />
client-aligned business divisions – Public Sector<br />
Services and Regulated Sector Services.<br />
For more information see pages 4 and 5.<br />
Percentage <strong>of</strong> <strong>Group</strong> Revenue<br />
Percentage <strong>of</strong> EBITA<br />
£12.5bn<br />
Annual value <strong>of</strong> public<br />
sector markets<br />
Public Sector Services<br />
60%<br />
Regulated Sector Services<br />
40%<br />
Public Sector Services<br />
59%<br />
Regulated Sector Services<br />
41%<br />
£11.6bn<br />
Annual value <strong>of</strong> regulated<br />
sector markets<br />
Who we work with<br />
Markets<br />
Our target markets in the public and regulated<br />
sectors are significant and <strong>of</strong>fer continued<br />
opportunities for us to move our business<br />
forward. Their combined <strong>annual</strong> value is<br />
estimated at £24.1 billion.<br />
New long-term business<br />
We have maintained our work-winning<br />
momentum with new contracts, renewals and<br />
extensions totalling more than £400 million<br />
– all through long-term relationships. These<br />
include: waste collection, street cleansing and<br />
winter maintenance for Bristol City; waste and<br />
recycling for Cheshire West & Chester (CWaC);<br />
highways maintenance for East Sussex and<br />
Harrow; street lighting for Richmond upon<br />
Thames and Torbay; a new framework with<br />
BRB Residuary; a new BCDP framework with<br />
Network Rail; MEICA for British Waterways;<br />
and new framework contracts with Fulcrum<br />
and Welsh Water.<br />
Since the period end, we have secured a<br />
two-year extension to our Omnibus contract<br />
with British Waterways valued at up to<br />
£40 million; and a new five-year contract<br />
with West Lancashire Borough Council<br />
valued at £4 million for Fleet & Passenger<br />
Services (TransLinc).<br />
The Company’s order book stands at £1.5 billion<br />
(including framework contracts) with potential<br />
contract extensions <strong>of</strong> a further £1.1 billion.<br />
The bidding pipeline <strong>of</strong> more than £4 billion in<br />
our core markets, reflects the very significant<br />
opportunities for growth.<br />
Our clients include:<br />
Anglian Water, Bournemouth Borough Council,<br />
Bridgend County Borough Council, Bristol<br />
City Council, Bristol Water, British Waterways,<br />
Cheshire East Council, Cheshire West & Chester<br />
Council, East Lindsey District Council, East<br />
Sussex Council, the Environment Agency, Essex<br />
County Council, Essex & Suffolk Water, Fulcrum,<br />
Harrow Council, Lincolnshire County Council,<br />
Medway Council, Network Rail, Nexus, Norfolk<br />
County Council, North East Derbyshire District<br />
Council, Northamptonshire County Council,<br />
North Somerset Council, North Yorkshire County<br />
Council, Norwich City Council, Rolls-Royce,<br />
Rotherham Metropolitan Borough Council, Scotia<br />
Gas, Scottish Water, Severn Trent Water, Smarte<br />
East (a regional partnership formed by Essex,<br />
Hertfordshire and Suffolk County Councils for<br />
the procurement <strong>of</strong> capital works), Solutions SK,<br />
the Somerset Waste Partnership (comprising<br />
five district councils – South Somerset, Taunton<br />
Dean, Sedgemoor, West Somerset & Mendip,<br />
and Somerset County Council), South West<br />
Water, Sunderland City Council, Surrey County<br />
Council, Torbay Council, Welsh Water, Wessex<br />
Water, West Lancashire Borough Council, West<br />
Oxfordshire District Council, and the London<br />
Boroughs <strong>of</strong> Barking & Dagenham, Barnet,<br />
Bexley, Bromley, Hackney, Havering, Kingston,<br />
Lambeth, Merton, Redbridge, Richmond,<br />
Sutton, Tower Hamlets and Waltham Forest.<br />
Why we’re different<br />
Our vision is to be the leading support <strong>services</strong><br />
business in the UK in our chosen sectors.<br />
Put simply, the <strong>services</strong> we deliver keep the<br />
country running.<br />
All <strong>of</strong> our contracts are long-term and are<br />
delivered locally. This means that we have deep<br />
relationships with local communities and make<br />
a significant and sustainable contribution to the<br />
local economies where we work. Our strong local<br />
presence means that where we <strong>of</strong>fer multiple<br />
<strong>services</strong> to multiple clients in one place then we<br />
can deliver them together, so that they’re more<br />
effective and more efficient for everyone. And<br />
we translate the learning from one geography<br />
or service to another. This is the essence <strong>of</strong> our<br />
unique ‘place-based’ approach to <strong>integrated</strong><br />
service delivery.<br />
Where we work<br />
Our 6,000 people work at more than 230<br />
locations across the UK, delivering essential<br />
<strong>services</strong> to local communities. Our <strong>Group</strong><br />
<strong>of</strong>fice is in Norwich. Every day, our <strong>services</strong><br />
touch more than 24 million people.<br />
6,000<br />
May Gurney employees<br />
230+<br />
Locations across the UK<br />
24 million<br />
People are touched by our<br />
<strong>services</strong> every day<br />
Torbay case study<br />
(See page 24-25)<br />
Intensity <strong>of</strong> colour represents<br />
the number <strong>of</strong> <strong>services</strong> we<br />
deliver to local communities.<br />
Lincolnshire case study<br />
(See page 26-27)<br />
Norwich<br />
<strong>Group</strong> <strong>of</strong>fice<br />
Norfolk case study<br />
(see page <strong>28</strong>-29)<br />
2 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
3<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Our structure<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Public Sector Services<br />
Regulated Sector Services<br />
Highway Services<br />
Environmental Services<br />
Fleet & Passenger Services<br />
Utility Services<br />
Rail Services<br />
Waterways Services<br />
May Gurney is a leading highways maintenance<br />
<strong>services</strong> provider for local authorities. We<br />
maintain almost 35,000 kilometres <strong>of</strong> roads 1 and<br />
more than 500,000 street lights and illuminated<br />
road signs across the UK. We deliver highway<br />
<strong>services</strong> to 20 local authorities – all under<br />
long-term contracts. Our core <strong>services</strong> include<br />
highways maintenance, street lighting and road<br />
surface dressing.<br />
Markets<br />
The market for local authority highways<br />
maintenance in England is worth just under<br />
£3 billion per annum 2 and our estimated share<br />
is 12%. The markets in Scotland and Wales are<br />
worth an additional £570 million per annum 3 .<br />
The local authority street lighting market is worth<br />
around £780 million per annum 4 , <strong>of</strong> which<br />
May Gurney has an estimated market share <strong>of</strong><br />
8% in England and 30% in London.<br />
May Gurney is the fourth largest provider <strong>of</strong><br />
municipal waste collection <strong>services</strong> in the UK 5 ,<br />
covering 2.2 million households. We work with<br />
19 local authorities to develop better waste<br />
collection strategies to extract the maximum<br />
value from recycled materials and reduce the<br />
amount <strong>of</strong> waste going to landfill. Our core<br />
<strong>services</strong> include kerbside recycling (MaGOS) 6 ,<br />
refuse collections, street cleansing and the<br />
management <strong>of</strong> household waste recycling<br />
centres (HWRCs).<br />
Markets<br />
The environmental <strong>services</strong> market is worth in the<br />
region <strong>of</strong> £3.1 billion per annum, complemented<br />
by the street cleansing market at £900 million<br />
per annum 7 – which is becoming increasingly<br />
<strong>integrated</strong> within collection contracts. May<br />
Gurney has estimated market shares <strong>of</strong> 10% <strong>of</strong><br />
the outsourced municipal collections market and<br />
9% <strong>of</strong> the HWRC market. Key market drivers<br />
are the increase in landfill tax and local authority<br />
recycling targets.<br />
May Gurney is the UK’s leading provider <strong>of</strong><br />
end-to-end fleet management and passenger<br />
<strong>services</strong> to local authorities. We manage over<br />
6,000 specialist vehicles across 146 locations<br />
and carry more than 5,000 passengers a day<br />
(home-to-school, social <strong>services</strong>, demand<br />
response and corporate shuttle). The specialist<br />
vehicles we supply and manage include waste<br />
and recycling trucks, snowploughs/gritters, street<br />
sweeping and cleaning vehicles and HGVs.<br />
Markets<br />
May Gurney is the UK leader in the local<br />
authority outsourced fleet <strong>services</strong> market with<br />
an estimated share <strong>of</strong> 8%. This market is worth<br />
£730 million per annum, and remains highly<br />
fragmented 8 . In the £3.1 billion local authority<br />
outsourced passenger <strong>services</strong> market, we are<br />
number five in the UK 9 . Outsourcing rates in<br />
these markets currently stand at 50% to 60%,<br />
<strong>of</strong>fering good opportunities for growth.<br />
May Gurney delivers utility maintenance and<br />
asset enhancement <strong>services</strong> in water, gas,<br />
power and telecommunications across the<br />
UK. Our core <strong>services</strong> include clean and waste<br />
water improvements, asset and infrastructure<br />
maintenance, multi-utility <strong>services</strong>, mechanical<br />
and electrical (M&E) design and maintenance,<br />
inspection and maintenance for bridges and<br />
masts, and design.<br />
Markets<br />
Ofwat’s Final Determinations for the AMP5<br />
period (2010-2015) allows for average<br />
expenditure <strong>of</strong> £4.4 billion per annum across<br />
England and Wales, an increase <strong>of</strong> 32% on<br />
AMP4 levels 10 , and there is a further £1.2 billion<br />
per annum in Scotland 11 . There is a continued<br />
emphasis on capital maintenance, especially<br />
with the recent transfer <strong>of</strong> private drains and<br />
sewers (PDaS) to the water companies. The<br />
gas distribution market is worth £1.8 billion per<br />
annum 12 . The new regulatory period, RIIO-<br />
GD1, starts in April 2013 and will be eight years<br />
long with Ofgem’s focus on efficiency, safety,<br />
customer satisfaction and environmental issues.<br />
We work in long-term partnership with our<br />
client, Network Rail, to deliver maintenance<br />
and refurbishment works on rail structures, rail<br />
property and in signalling. In addition, we work<br />
with Nexus (the Tyne & Wear Metro). We have<br />
a solid safety record and have won numerous<br />
awards for the quality <strong>of</strong> our delivery.<br />
Markets<br />
Planned expenditure by Network Rail over<br />
Control Period 4 (2009-2014) is worth on<br />
average over £1 billion per annum. This is<br />
supplemented by enhancements expenditure,<br />
worth on average £2.3 billion per annum 13 .<br />
Following the appointment <strong>of</strong> David Higgins, the<br />
release <strong>of</strong> the Value for Money Study by Sir Roy<br />
McNulty and the subsequent Command Paper,<br />
we continue to change to meet new demands.<br />
The industry drivers <strong>of</strong> increased collaboration,<br />
greater passenger influence and whole-life asset<br />
management play to our core strengths. Our Rail<br />
capability will continue to evolve in this changing<br />
environment, founded on our core values and<br />
reputation.<br />
May Gurney continues to play an essential<br />
role in the regeneration, maintenance and<br />
renaissance <strong>of</strong> the UK’s waterways network.<br />
We deliver maintenance <strong>services</strong>, including<br />
mechanical, civil and electrical engineering for<br />
British Waterways (‘Glandwr Cymru’ in Wales)<br />
across the national canal and river network<br />
infrastructure and are its sole contractor. We also<br />
work closely with the Environment Agency in<br />
order to protect communities from coastal and<br />
river flooding by constructing and maintaining<br />
flood protection assets.<br />
Markets<br />
We deliver over £20 million <strong>of</strong> work per annum<br />
for British Waterways (and its private partners).<br />
Government expenditure to improve flood<br />
defence and coastal management assets,<br />
through the Environment Agency, now accounts<br />
for £830 million per annum 14 .<br />
£418.2m<br />
Public Sector Services<br />
60% <strong>of</strong> <strong>Group</strong> revenues<br />
£17.8m<br />
Public Sector Services<br />
59% <strong>of</strong> EBITA<br />
1<br />
Surveyor, The Surveyor Highway Maintenance Yearbook<br />
2011 (June 2011)<br />
2<br />
Department for Communities and Local Government, Local<br />
Government Finance Statistics England 2011 (May 2011)<br />
3<br />
Scottish Government, Scottish Local Government Finance<br />
Statistics 2010-11 (February 2012); Statistics for Wales,<br />
Welsh Local Government Finance Statistics 2011<br />
(September 2011)<br />
4<br />
Department for Communities and Local Government, Local<br />
Government Finance Statistics England 2011 (May 2011)<br />
5<br />
Up from fifth position in 2011<br />
6<br />
May Gurney’s Kerbside Sort Solution<br />
7<br />
Department for Communities and Local Government, Local<br />
Government Finance Statistics England 2011 (May 2011)<br />
8<br />
Credo, Report on the Fleet Services and Passenger Services<br />
markets (June 2011) commissioned by May Gurney<br />
9<br />
Credo, Report on the Fleet Services and Passenger Services<br />
markets (June 2011) commissioned by May Gurney<br />
£277.1m<br />
Regulated Sector Services<br />
40% <strong>of</strong> <strong>Group</strong> revenues<br />
£12.3m<br />
Regulated Sector Services<br />
41% <strong>of</strong> EBITA<br />
10<br />
Ofwat, Future Water and Sewerage Charges 2010-15: Final<br />
Determinations (November 2009)<br />
11<br />
Scottish Water, Delivery Plan 2010-15 (March 2010)<br />
12<br />
Ofgem, Gas Distribution Price Control Review Final Proposals<br />
(Dec 2007)<br />
13 <br />
Network Rail, Control Period 4 Delivery Plan (March 2009)<br />
14 <br />
DEFRA, Annual Report and Accounts 2010-11 (July 2011)<br />
4 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
5<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Chairman’s introduction<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
I am pleased to <strong>report</strong> a strong performance,<br />
with continued year-on-year growth and<br />
cash generation, in a challenging economic<br />
environment. We have achieved a high level<br />
<strong>of</strong> new business wins and entry into the<br />
fleet and passenger <strong>services</strong> market through<br />
the acquisition <strong>of</strong> TransLinc. We have also<br />
undertaken a major operational review to<br />
reposition May Gurney for the next stage<br />
<strong>of</strong> its corporate development in delivering<br />
‘place-based’ <strong>services</strong>.<br />
Baroness Margaret Ford<br />
Non-Executive Chairman<br />
£695.3m<br />
Revenues up by 22%<br />
£30.1m<br />
EBITA up by 20%<br />
<strong>28</strong>%<br />
Recommended total dividend for<br />
the year <strong>of</strong> 8.42 pence per share,<br />
up <strong>28</strong>%<br />
Financial performance<br />
<strong>Group</strong> revenue has grown by 22% to<br />
£695.3 million (2011: £571.4 million) and<br />
EBITA has increased by 20% to £30.1 million<br />
(2011: £25.1 million), representing an operating<br />
margin <strong>of</strong> 4.3% (2011: 4.4%), after maintaining<br />
our policy <strong>of</strong> prudently writing <strong>of</strong>f bidding and<br />
mobilisation costs as incurred. May Gurney<br />
remains a highly cash-generative business.<br />
Cash generated from operations was<br />
£42.4 million (2011: £<strong>28</strong>.6 million),<br />
representing more than 100% <strong>of</strong> EBITA.<br />
Our Public Sector Services division, which<br />
accounts for 60% <strong>of</strong> <strong>Group</strong> revenues and<br />
59% <strong>of</strong> <strong>Group</strong> EBITA, delivered a good overall<br />
performance, with an 11% increase in revenues<br />
and a 3% increase in EBITA compared to<br />
2010/11. This was against the background <strong>of</strong><br />
newly-won environmental <strong>services</strong> contracts<br />
taking longer to reach their expected margins<br />
and disappointing results from our Facility<br />
Services activities.<br />
Our Regulated Sector Services division, which<br />
accounts for 40% <strong>of</strong> <strong>Group</strong> revenues and 41%<br />
<strong>of</strong> <strong>Group</strong> EBITA, delivered a strong operational<br />
performance primarily driven by mechanical and<br />
electrical (M&E) and repair and maintenance<br />
(R&M) activities. The division generated a 42%<br />
increase in revenues and a 58% increase in<br />
EBITA. In Scotland, we faced some issues with<br />
a small number <strong>of</strong> under-performing projects<br />
which have now been discontinued.<br />
Strategy<br />
Our five-point growth strategy remains consistent:<br />
to target resilient maintenance-focused revenue<br />
streams for essential <strong>services</strong> in the public and<br />
regulated sectors through developing longterm<br />
client relationships; to deliver contract<br />
performance by managing and executing<br />
front-line <strong>services</strong> consistently, successfully<br />
and efficiently; to enhance margins through<br />
ensuring operational efficiencies and delivering<br />
a wider range <strong>of</strong> <strong>services</strong>; to grow organically<br />
through winning new business and contract<br />
expansions by understanding our clients and<br />
tailoring our <strong>services</strong> to achieve their outcomes;<br />
and to consider strategic earnings-enhancing<br />
acquisitions. Whilst we continue to evaluate<br />
acquisition opportunities, our focus over the<br />
coming year is on the first four elements <strong>of</strong> our<br />
growth strategy.<br />
Dividend<br />
The continued strong performance <strong>of</strong> the<br />
<strong>Group</strong> and our confidence in our prospects has<br />
enabled the Board to continue its progressive<br />
dividend policy and to recommend a final<br />
dividend <strong>of</strong> 5.63 pence per share, resulting<br />
in a total for the year <strong>of</strong> 8.42 pence per share,<br />
up <strong>28</strong>% compared to 2011.<br />
Board changes<br />
As part <strong>of</strong> the planned evolution <strong>of</strong> our Board,<br />
I was appointed as a Non-Executive Director on<br />
20 May 2011 and succeeded David Sterry as<br />
Chairman at the Company’s AGM on 6 July 2011.<br />
David Sterry OBE, who was appointed Chairman<br />
in 2008, was formerly Chief Executive <strong>of</strong> May<br />
Gurney and led an MBO <strong>of</strong> the business in 2001<br />
and its flotation on AIM in June 2006. David has<br />
made an invaluable contribution to May Gurney<br />
and was the prime architect behind our strategic<br />
move towards focusing on long-term essential<br />
maintenance activities. The Board would like to<br />
thank David and to wish him well for the future.<br />
On 14 March 2012, Mark Hazlewood was<br />
appointed as <strong>Group</strong> Finance Director. Mark<br />
joined May Gurney in November 2010 as <strong>Group</strong><br />
Corporate Development Director. He has also held<br />
interim responsibility as Finance Director <strong>of</strong> the<br />
Company’s Regulated Sector Services division.<br />
His extensive experience in the support <strong>services</strong><br />
sector and deep operational knowledge <strong>of</strong><br />
May Gurney will prove invaluable as our<br />
Company continues to grow. As previously<br />
announced, Matt Stevens, on the appointment<br />
<strong>of</strong> Mark Hazlewood, resigned from the Board.<br />
I am delighted to welcome Willie MacDiarmid<br />
who was appointed as a Non-Executive Director<br />
on 1 June 2012. Willie has had a long and<br />
distinguished business career, most recently<br />
as an adviser to utilities organisations in Europe<br />
and Africa. From 2009 to 2011 he was Chief<br />
Operating Officer at the energy <strong>services</strong> company<br />
Eaga Plc. From 1990, he held senior positions at<br />
FTSE 100 company, Scottish Power – latterly as<br />
Director <strong>of</strong> Energy Retail – where he successfully<br />
led the division through the deregulation <strong>of</strong> the<br />
energy market and its subsequent integration<br />
post the Iberdrola merger. During his tenure<br />
in this role, he oversaw a 50% increase in<br />
customers and increased customer satisfaction<br />
statistics into the upper decile, winning two JD<br />
Power Customer Service Awards.<br />
In addition to strong credentials in the utilities<br />
sector, Willie has gained UK Government<br />
relations experience, spearheading the Warm<br />
Front programme at Eaga as well as the BBC<br />
Digital rollout. From 2007 to 2009 Willie was<br />
Chairman <strong>of</strong> the Energy Retail Association.<br />
Tim Ross, Senior Independent Non-Executive<br />
Director <strong>of</strong> the Company, who joined the Board<br />
in 2002, has announced his intention to retire<br />
from the Board at the Company’s AGM in July.<br />
He was Non-Executive Chairman <strong>of</strong> May Gurney<br />
from January 2005 to July 2008, and as<br />
Chairman oversaw the flotation <strong>of</strong> the business<br />
on AIM in June 2006. It is proposed that Ishbel<br />
Macpherson will succeed Tim as Senior<br />
Independent Non-Executive Director on his<br />
retirement from the Board. Tim has made an<br />
invaluable contribution to May Gurney over the<br />
past ten years and the Board would like to thank<br />
him for his valuable and incisive contribution<br />
and to wish him all the best for the future.<br />
People<br />
Our 6,000 people deliver essential front-line<br />
<strong>services</strong> to local communities across the UK.<br />
They are the people that keep the country<br />
running so that everyone can go about their<br />
daily lives safely and easily.<br />
I would particularly like to welcome our new<br />
employees from TransLinc and new contract<br />
mobilisations. On behalf <strong>of</strong> the Board, I would like<br />
to thank all <strong>of</strong> our employees for the contributions<br />
they have made to May Gurney’s achievements<br />
in the year.<br />
Our work has been recognised with 42 industry<br />
awards this year and I would like to highlight five<br />
<strong>of</strong> these for special mention: the RoSPA Gold<br />
Award for health and safety, for the eighth year<br />
in succession; the IIP Bronze Award (under<br />
the new guidelines); the BITC Community<br />
Impact Award for the work <strong>of</strong> the May Gurney<br />
Foundation; AIM Company <strong>of</strong> the Year 2011;<br />
and Tim Cartwright, from our rail <strong>services</strong><br />
business, who was the overall winner in May<br />
Gurney’s ‘Be the Best’ Awards.<br />
Since 2007, we have enabled our people to<br />
share in the success <strong>of</strong> the business through<br />
our Sharesave Scheme. In 2011 we also<br />
introduced a Share Incentive Plan (SIP).<br />
Both programmes will be rolled out again<br />
during the coming year. This year, we also<br />
launched MGPlus, a shopping discount<br />
scheme for all May Gurney employees.<br />
Outlook<br />
May Gurney continues to benefit from long-term<br />
visibility <strong>of</strong> revenues. Our order book stands at<br />
£1.5 billion, with a further £1.1 billion in potential<br />
contract extensions, and our bidding pipeline is<br />
£4 billion in our core markets. More than 95%<br />
<strong>of</strong> our business is delivering long-term essential<br />
<strong>services</strong> to the public and regulated sectors.<br />
Our strategy <strong>of</strong> targeting resilient, maintenancefocused<br />
revenue streams has proved successful<br />
against the background <strong>of</strong> a challenging<br />
economic environment. Whilst we continue to<br />
bid intelligently, our approach has always been<br />
to pursue value over volume, especially as our<br />
markets become increasingly competitive.<br />
Therefore, we remain selective and focus on<br />
pr<strong>of</strong>itable work where added value, service<br />
innovation, collaborative working and customer<br />
service are the primary drivers.<br />
We continue to deliver market-leading solutions<br />
that are underpinned by our proprietary<br />
methodologies for service delivery and our<br />
client-oriented approach. We completed our<br />
internal reorganisation, made further investment<br />
in our systems and addressed some operational<br />
challenges. This positions us well to concentrate<br />
on enhancing margins on our newly-won<br />
<strong>services</strong> contracts, providing greater value to<br />
our clients and driving continued organic growth<br />
through new contract wins and cross-selling<br />
opportunities.<br />
We are confident, given the start to the new<br />
financial year, that our deep long-term client<br />
and community relationships, diverse portfolio<br />
<strong>of</strong> <strong>integrated</strong> essential <strong>services</strong>, strong order<br />
book and substantial bidding pipeline will ensure<br />
continued growth and success.<br />
Baroness Margaret Ford<br />
Chairman<br />
6 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
7<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Chief Executive’s review<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Our vision is to be the leading support<br />
<strong>services</strong> business in the UK in our chosen<br />
sectors. We work with our long-term<br />
clients in the public and regulated sectors<br />
to design and deliver a wide range <strong>of</strong><br />
essential front-line <strong>services</strong> that reach<br />
over 24 million people every day.<br />
Put simply, the <strong>services</strong> we deliver<br />
keep the country running.<br />
Philip Fellowes-Prynne<br />
Chief Executive<br />
All <strong>of</strong> our contracts are long-term and<br />
are delivered locally. This means that<br />
we have deep relationships with local<br />
communities and make a significant<br />
and sustainable contribution to the<br />
local economies where we work.<br />
Our strong local presence means that<br />
where we <strong>of</strong>fer multiple <strong>services</strong> to<br />
multiple clients in one place, we can<br />
deliver them together, so that they are<br />
more effective and more efficient for<br />
everyone. Importantly, we also translate<br />
the learning from one geography or<br />
service to another. This is the essence<br />
<strong>of</strong> our unique ‘place-based’ approach<br />
to <strong>integrated</strong> service delivery.<br />
Operational performance<br />
During a very busy year, we have secured more<br />
than £400 million in new contracts, renewals and<br />
extensions, acquired TransLinc and successfully<br />
completed a review and restructuring <strong>of</strong> our<br />
operations to align our <strong>services</strong> more closely to our<br />
clients. During the process, we have significantly<br />
strengthened and enhanced the skills and<br />
capabilities <strong>of</strong> our senior management teams.<br />
The Regulated business had a strong year,<br />
and performed particularly well in the water<br />
mechanical & electrical (M&E) and repair &<br />
maintenance (R&M) sectors and our first gas<br />
contract in England is underway – for Southern<br />
Gas Networks – leveraging our existing highways<br />
infrastructure in East Sussex. The Highways<br />
business also had a strong performance in the<br />
year, driven by clients’ need to maintain existing<br />
assets due to limited availability <strong>of</strong> capital.<br />
This was balanced by newly-won environmental<br />
<strong>services</strong> contracts taking longer to reach their<br />
expected margins, whilst achieving recycling<br />
rates in excess <strong>of</strong> client targets, and a small<br />
number <strong>of</strong> under-performing projects in Scotland<br />
which have been discontinued.<br />
Also, performance within the Facility Services<br />
business, which represents £46.6 million (7%)<br />
<strong>of</strong> the Company’s turnover, proved disappointing.<br />
This is a non-core division and the Company is<br />
planning to fulfil its existing client obligations.<br />
New long-term business<br />
We have maintained our work-winning<br />
momentum with new contracts, contract<br />
renewals, and extensions totalling more than<br />
£400 million – all through long-term relationships<br />
(see chart below).<br />
Since the period end, we have secured a<br />
two-year extension to our Omnibus contract<br />
with British Waterways, valued at up to £40<br />
million and for Fleet & Passenger Services<br />
(TransLinc), a new five-year contract with West<br />
Lancashire Borough Council valued at £4 million.<br />
The Company’s order book stands at £1.5 billion<br />
(including framework contracts) with potential<br />
contract extensions <strong>of</strong> a further £1.1 billion.<br />
The bidding pipeline, at more than £4 billion in<br />
our core markets, reflects the very significant<br />
opportunities for growth.<br />
New long-term business<br />
The sales process, through the growing<br />
popularity <strong>of</strong> ‘competitive dialogue’, is becoming<br />
longer and more collaborative. Both <strong>of</strong> these<br />
factors mean that bids are becoming more<br />
complex and that the cost <strong>of</strong> bidding continues<br />
to be high although this plays to May Gurney’s<br />
proven expertise at developing deep long-term<br />
client relationships.<br />
Our market place<br />
Our target markets in the public and regulated<br />
sectors are significant and <strong>of</strong>fer continued<br />
opportunities for us to move our business forward.<br />
The total <strong>annual</strong> value <strong>of</strong> these markets is<br />
in excess <strong>of</strong> £24 billion. Although there are<br />
constraints on public sector spending and the<br />
general economic climate remains challenging,<br />
the <strong>services</strong> we provide will always be essential.<br />
It is expected that there will be further cuts in<br />
public spending and we believe that the impact<br />
<strong>of</strong> the next Comprehensive Spending Review<br />
(CSR) will drive further outsourcing <strong>of</strong> <strong>services</strong><br />
which are currently in-house – like highways,<br />
transport and environmental <strong>services</strong> –<br />
to address the imperative to reduce costs<br />
whilst maintaining front-line essential <strong>services</strong><br />
to local communities.<br />
Customer Activities Value<br />
Duration<br />
(years)<br />
Bristol City<br />
Waste collection, street cleansing c. £96 million 7 + 7<br />
& winter maintenance<br />
Cheshire West & Chester Waste & recycling Up to £126 million 14 + 7<br />
East Sussex Highways maintenance Up to £60 million 3 year extension<br />
Harrow Council Highways maintenance Up to £50 million 5 + 2<br />
Richmond upon Thames Street lighting Up to £5 million 5<br />
Torbay Council Street lighting Up to £5 million 5 + 3<br />
Network Rail BCDP, property & maintenance Framework 3 + 2<br />
BRB Residuary Property maintenance Framework 3<br />
British Waterways MEICA Framework 3<br />
Fulcrum Gas connections & pipe laying Framework 3<br />
Welsh Water Civil engineering Framework 4+2<br />
This will lead the market to explore more options<br />
for ‘bundling’ outsourcing arrangements for<br />
essential <strong>services</strong> which, together with the<br />
increasing importance <strong>of</strong> developing thriving<br />
local economies and communities, play to<br />
May Gurney’s unique geographical footprint<br />
and ‘place-based’ philosophy.<br />
Whilst we continue to bid intelligently,<br />
our approach has always been to pursue<br />
value over volume, especially as our markets<br />
become increasingly competitive. Therefore,<br />
we remain selective and focus on pr<strong>of</strong>itable<br />
work where added value, service innovation,<br />
collaborative working and customer service<br />
are the primary drivers.<br />
<strong>Group</strong> order book £m<br />
£1.5bn<br />
520 335<br />
40<br />
480<br />
35<br />
300<br />
£400m<br />
New long-term business won<br />
£4bn<br />
265<br />
25<br />
240<br />
Pipeline <strong>of</strong> bidding opportunities<br />
£24.1bn<br />
Size <strong>of</strong> our target markets<br />
Framework<br />
Secured<br />
420<br />
420<br />
2012/13 2013/14 2014/15 2016+<br />
8 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
9<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Chief Executive’s review<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
The Executive Management Team (left to right):<br />
Michael Thompson (Managing Director, Regulated<br />
Sector Services); Philip Fellowes-Prynne (Chief<br />
Executive); John Wilkinson (Managing Director, Public<br />
Sector Services); Mike Baldwin (Managing Director,<br />
<strong>Group</strong> Services); Mark Hazlewood (<strong>Group</strong> Finance<br />
Director); Greg Michael (<strong>Group</strong> Strategy & Business<br />
Development Director); and David Billingham<br />
(<strong>Group</strong> HR Director)<br />
The Executive Management Team (EMT) meets<br />
to deal with all executive business <strong>of</strong> the <strong>Group</strong>, not<br />
specifically reserved to the Board or its committees.<br />
The Director <strong>of</strong> Safety, Health, Environment &<br />
Assurance acts as an adviser to the Chief Executive<br />
and the Company Secretary acts as secretary to the<br />
EMT. Other senior managers <strong>of</strong> the Company also<br />
attend meetings <strong>of</strong> the EMT by invitation.<br />
In the regulated market, as we approach the<br />
AMP6 regulatory period, the twin pressures to<br />
achieve excellent levels <strong>of</strong> customer service<br />
and deliver operational efficiencies continue to<br />
drive our clients’ strategies, with an emphasis<br />
on capital maintenance. These needs are<br />
aligned with May Gurney’s core capabilities –<br />
for example, our customer service expertise<br />
has helped Anglian Water to achieve record<br />
satisfaction scores and our proven skills in M&E<br />
and R&M continue to drive our strong operational<br />
performance in the sector and to propel us<br />
further up the ‘value chain’.<br />
The new regulatory period for gas (known as<br />
RIIO-GD1) will be eight years in duration, starting<br />
in April 2013, and is Ofgem’s new approach to<br />
regulating the gas network companies. Along with<br />
efficiency and safety, which are both currently<br />
crucial considerations, the new period will place<br />
an enhanced emphasis on customer satisfaction<br />
and environmental issues.<br />
Acquisition and integration<br />
<strong>of</strong> TransLinc<br />
TransLinc, which was acquired in November<br />
2011, delivers essential front-line <strong>services</strong> to<br />
local communities through long-term contracts<br />
and, with more than 90% <strong>of</strong> its clients in the<br />
public sector, represents an excellent fit with<br />
May Gurney’s established strategy and<br />
business model.<br />
The acquisition has strengthened May<br />
Gurney’s market-leading positions in highways<br />
maintenance and environmental <strong>services</strong>. In<br />
addition, it has provided entry into the local<br />
authority passenger <strong>services</strong> market, extended<br />
May Gurney’s national coverage and client base,<br />
and <strong>of</strong>fers significant cross-selling opportunities.<br />
TransLinc has also augmented our existing plant<br />
management expertise and positioned us well for<br />
new business opportunities – the provision and<br />
maintenance <strong>of</strong> vehicles is increasingly being<br />
included in ‘bundled’ tenders. For example, we<br />
are already delivering passenger <strong>services</strong> to one<br />
<strong>of</strong> our long-term highways clients and see further<br />
cross-selling opportunities emerging.<br />
The integration has proceeded to plan. During<br />
the period, the Company has secured three<br />
significant contract extensions and, since the<br />
year end, a new contract for fleet management<br />
<strong>services</strong> with West Lancashire Borough Council.<br />
In the local authority sector, the Company is<br />
now the UK’s market leader in the £730 million<br />
outsourced fleet <strong>services</strong> market, and number<br />
five in the UK’s £3.1 billion passenger <strong>services</strong><br />
market. Exceptional costs in the year, relating<br />
to the acquisition, including transaction and<br />
integration costs, amounted to £2 million,<br />
in line with expectations.<br />
TransLinc has been renamed ‘Fleet & Passenger<br />
Services’ and is included in our Public Sector<br />
Services division.<br />
Review and restructuring <strong>of</strong> operations<br />
In line with our stated strategy to align our<br />
<strong>services</strong> more closely with clients and focus on<br />
quality <strong>of</strong> earnings, the Company completed<br />
an extensive review and restructuring <strong>of</strong><br />
its operations. We have consolidated our<br />
operations into two market-facing divisions<br />
– Public Sector Services & Regulated Sector<br />
Services – and significantly strengthened and<br />
enhanced the skills and capabilities <strong>of</strong> our<br />
senior management teams.<br />
This review and restructuring puts May Gurney<br />
on a stronger footing, enabling the business<br />
to deliver continuing year-on-year growth,<br />
operational efficiencies and reinforcing our<br />
capabilities to deliver ‘place-based’ <strong>services</strong>.<br />
This review resulted in an exceptional cost <strong>of</strong><br />
£2.9 million in the year, largely comprised <strong>of</strong><br />
redundancy and termination costs.<br />
Health & safety<br />
The health and safety <strong>of</strong> our workforce, and<br />
the communities where we work, remains our<br />
priority. Our goal is to make sure that everyone<br />
goes home safely – being safe is one <strong>of</strong> our core<br />
Company values.<br />
More than 100 <strong>of</strong> May Gurney’s senior managers<br />
attended our <strong>annual</strong> Health & Safety conference<br />
to preview the evolution <strong>of</strong> our award-winning<br />
behavioural change programme, MAD (Making<br />
a Difference). The re-energised programme will<br />
roll-out across the <strong>Group</strong> over the coming year.<br />
We provide occupational health benefits for all<br />
May Gurney employees and during 2011/12 we<br />
carried out over 1,800 health surveillance and<br />
wellbeing assessments for our people as part <strong>of</strong><br />
our occupational health programme.<br />
To further improve our governance and to ensure<br />
that our Vision and Values are incorporated<br />
into our operations, we have developed a<br />
framework <strong>of</strong> 12 Core Principles underpinning<br />
our values. Each <strong>of</strong> these principles has a<br />
subset <strong>of</strong> performance principles that are used<br />
when developing <strong>Group</strong> Standard Operating<br />
Procedures (GSOPs). In essence this means that<br />
we live our values through operational excellence.<br />
Our AFR 1 is 0.53, a 15% improvement from last<br />
year (2010/11: 0.62) 2 . We have set key objectives<br />
and management plans in order to reduce this<br />
further in 2012/13, and going forward.<br />
Community investment<br />
The May Gurney Foundation was set up in 2009<br />
to support charities and good causes which help<br />
young people and the long-term unemployed get<br />
back into work, specifically focused on the local<br />
communities where we operate.<br />
The aim is to improve opportunities, including<br />
education, self-help, health and wellbeing, as<br />
well as supporting environmental issues. During<br />
the year the Foundation has supported 17 local<br />
community groups in East Anglia, Scotland,<br />
Surrey and Wales with grants, together with<br />
match-funding for 45 May Gurney employees.<br />
Our ongoing community investment programmes<br />
include a partnership with HM Prisons (HMP)<br />
to <strong>of</strong>fer low risk <strong>of</strong>fenders the opportunity to gain<br />
work experience on a day release basis; and<br />
sponsorship <strong>of</strong> ‘Coast Along for Water Aid 2011’<br />
and outdoor free events (MG Free) at the Norfolk<br />
& Norwich Festival.<br />
Sustainability & environment<br />
May Gurney has continued with its goal <strong>of</strong><br />
embedding sustainable thinking throughout<br />
its business management systems. We have<br />
developed a sustainability and environmental<br />
risk management strategy which controls<br />
our improvement programme throughout<br />
the organisation. We have also <strong>integrated</strong><br />
sustainability into our business development<br />
process and it forms a core element <strong>of</strong> our<br />
innovative ‘place-based’ service <strong>of</strong>fering.<br />
May Gurney is in its fourth year <strong>of</strong> having<br />
a focused programme to manage carbon<br />
emissions and we have been accredited<br />
by CEMARS since 2009 for our carbon<br />
management systems.<br />
Our carbon emissions relative to turnover fell from<br />
77.3 tonnes/£m in 2010/11 to 74.8 tonnes/£m<br />
in 2011/12 (estimated). Due to the growth <strong>of</strong> our<br />
business and new contract mobilisations, our<br />
absolute CO 2 emissions in the year rose to an<br />
estimated 49,741 tonnes (compared to 44,325<br />
tonnes in 2010/11). These figures compare<br />
well with our baseline year <strong>of</strong> 2008/9, which had<br />
CO 2 emissions <strong>of</strong> 42,746 tonnes and an intensity<br />
<strong>of</strong> 90.89 TCO 2e/£m.<br />
1<br />
AFR (Accident Frequency Rate) defined by the Health &<br />
Safety Executive as the number <strong>of</strong> RIDDOR accidents in<br />
a 12-month period x 100,000, divided by the total hours<br />
worked in that same 12-month period<br />
2<br />
In our 2011 Annual Report we quoted the AFR as 0.60.<br />
Following an operational review, this was revised to 0.62<br />
10 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
11<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Strategy <strong>report</strong><br />
Market overview<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
The overall total<br />
<strong>annual</strong> value <strong>of</strong> our<br />
Public and Regulated<br />
Sector markets is<br />
£24.1 billion 1<br />
1 <br />
The growth in last year’s figure is mainly due to entry into<br />
the Fleet Maintenance market (£730m) and the Passenger<br />
Service market (£3.1bn), via the acquisition <strong>of</strong> TransLinc,<br />
and also the addition <strong>of</strong> Wales as an addressable market<br />
(£375m). This has more than <strong>of</strong>fset the reduction incurred<br />
because <strong>of</strong> the removal <strong>of</strong> the school estate capital<br />
maintenance market (£2.2bn)<br />
2 <br />
Department for Communities and Local Government, Local<br />
Government Finance Statistics England 2011 (May 2011)<br />
3<br />
Surveyor, The Surveyor Highway Maintenance Yearbook<br />
2011 (June 2011) – statistics amended to reflect our<br />
contract win in Harrow, whilst taking <strong>of</strong>f West Sussex and<br />
half <strong>of</strong> the road network in Essex as these contracts have<br />
now ended. Finance Statistics 2009-10 (February 2011).<br />
4<br />
Scottish Government, Scottish Local Government Finance<br />
Statistics 2010-11 (February 2012); Statistics for Wales,<br />
Welsh Local Government Finance<br />
5<br />
Department for Communities and Local Government, Local<br />
Government Finance Statistics England 2011 (May 2011)<br />
6 <br />
Scottish Government, Scottish Local Government Finance<br />
Statistics 2010-11 (February 2012); Statistics for Wales,<br />
Welsh Local Government Finance Statistics<br />
2011 (September 2011)<br />
Public Sector Services<br />
Our Public Sector Services division works<br />
across three main areas, each with a number<br />
<strong>of</strong> service lines: highways maintenance,<br />
environmental <strong>services</strong> and fleet and passenger<br />
<strong>services</strong>. Combined, the addressable markets<br />
are worth £12.5 billion per annum to May<br />
Gurney. Our strong capabilities in delivering<br />
such a wide range <strong>of</strong> local authority <strong>services</strong>,<br />
and strong geographical presence across the<br />
UK, means that we are well positioned to<br />
benefit from new developments in outsourcing<br />
and increasingly <strong>integrated</strong> contracts that<br />
incorporate a number <strong>of</strong> our service delivery<br />
areas and fit with our unique approach to<br />
‘place-based’ working.<br />
Although spend in the public sector is under<br />
pressure, the essential nature <strong>of</strong> the work we<br />
deliver ensures it will remain sustainable over<br />
the long-term, evidenced by the healthy flow <strong>of</strong><br />
opportunities which are still coming to market.<br />
Our proven ability to deliver innovative solutions<br />
and increase efficiencies enables us to work<br />
with and help clients through the challenges<br />
they face during this period <strong>of</strong> austerity.<br />
Highways Maintenance Services<br />
The market for local authority highways<br />
maintenance in England is worth just under<br />
£3 billion per annum 2 . Although budget cuts<br />
during the current CSR period to 2014/15<br />
means that spending across all local government<br />
<strong>services</strong> has inevitably come under threat,<br />
expenditure in this market for the most part<br />
remains sustainable.<br />
The pressure on budgets is producing trends<br />
which are working in May Gurney’s favour.<br />
Firstly, clients appear more open to change,<br />
new ideas, and radical solutions. This plays<br />
to May Gurney’s strength in transformational<br />
service design and delivery, allowing us to create<br />
further value for clients by working with them on<br />
their key strategic issues.<br />
This positioning is especially important since<br />
evidence suggests that competitors <strong>may</strong> be<br />
willing to accept reduced margins in order to<br />
win work. Secondly, the need for innovation to<br />
increase efficiency means there is an increased<br />
openness to further outsourcing by councils who<br />
carry out this work in-house. With only 75% <strong>of</strong><br />
the English market outsourced, and 3% and<br />
7% in Scotland and Wales respectively, there<br />
is the potential for a significant increase in our<br />
addressable market.<br />
During the year, May Gurney secured another<br />
new client, Harrow Council, giving us a platform<br />
for growth in the London highways maintenance<br />
market, complementing our already extensive<br />
presence here through our street lighting and<br />
environmental <strong>services</strong> contracts. We are the<br />
second largest provider in the local authority<br />
highways maintenance market with a share<br />
<strong>of</strong> 12%, maintaining nearly 35,000km <strong>of</strong> the<br />
<strong>28</strong>5,000km <strong>of</strong> road across England 3 . We also<br />
continue to explore ways in which we can expand<br />
our service <strong>of</strong>fering in local authority highways<br />
maintenance to Scotland and Wales, markets<br />
potentially worth £370 million and £200 million<br />
per annum respectively 4 .<br />
The local authority highways maintenance market<br />
is complemented by the street lighting market,<br />
which remains stable at around £780 million per<br />
annum 5 . Our street lighting business, Cartledge,<br />
is the third largest provider in England with a total<br />
market share <strong>of</strong> 8%, and 30% <strong>of</strong> the London<br />
market. Expenditure by clients is being sustained<br />
in order to meet challenges regarding both an<br />
exposure to rising energy prices and pressures<br />
to reduce their carbon footprint. Additionally, the<br />
fact that PFI has fallen out <strong>of</strong> favour as a way <strong>of</strong><br />
procuring street lighting contracts is also working<br />
to our advantage, given that this part <strong>of</strong> the<br />
market had not previously been considered an<br />
addressable area <strong>of</strong> spend by May Gurney. The<br />
street lighting markets in Scotland and Wales are<br />
potentially worth an additional £75 million and<br />
£35 million respectively 6 .<br />
Environmental Services<br />
The environmental <strong>services</strong> market is now worth<br />
in the region <strong>of</strong> £3.1 billion per annum, with<br />
£1.3 billion spent on waste collection and the<br />
remainder on downstream operations, including<br />
household waste recycling centres (HWRCs).<br />
In addition, the market for street cleansing,<br />
which is <strong>of</strong>ten included within environmental<br />
<strong>services</strong> contracts, is worth around £900 million<br />
per annum 7 . Budget pressures are increasing<br />
occurrences with which street cleansing,<br />
grounds maintenance or other related <strong>services</strong>,<br />
are being bundled with collection contracts.<br />
This is leading to the procurement <strong>of</strong> larger, more<br />
complex environmental <strong>services</strong> contracts, which<br />
May Gurney is well placed to deliver. Future<br />
growth in the recycling market is anticipated<br />
to continue as recycling rates increase, driven<br />
by increases in landfill tax and local authority<br />
recycling targets.<br />
In the outsourced municipal collection market in<br />
England and Wales, May Gurney has increased<br />
its share to 10% <strong>of</strong>f the back <strong>of</strong> recent successes<br />
with Bristol City Council and Cheshire West and<br />
Chester Council (CWaC). This means we are<br />
now the fourth largest operator in this area, up<br />
one place from 2010/11. The success <strong>of</strong> our<br />
award winning MaGOS solution continues,<br />
with evidence suggesting that the balance <strong>of</strong><br />
opinion is moving in favour <strong>of</strong> the kerbside sort<br />
method <strong>of</strong> collection. Indeed, research carried<br />
out by consultancy 4R Environmental noted that<br />
where the choice <strong>of</strong> collection system is left open<br />
to competition by a procuring local authority,<br />
59% will end up implementing kerbside sort<br />
as the method <strong>of</strong> collection, as opposed to just<br />
10% who will opt for single-stream commingled 8 .<br />
This follows on from previous studies published<br />
by WRAP, including ‘Kerbside Recycling:<br />
Indicative Costs and Performance’ and ‘Kerbside<br />
Collections Options: Wales’, which also both<br />
suggested that kerbside sort systems will<br />
outperform single-stream commingled systems<br />
on cost 9 .<br />
Although we are beginning to see early signs<br />
<strong>of</strong> increased levels <strong>of</strong> first-time outsourcing in<br />
the market, the level <strong>of</strong> penetration by private<br />
providers here still remains much lower than<br />
more mature blue collar managed service areas,<br />
such as local authority highways maintenance.<br />
With just over half <strong>of</strong> the market still in the hands<br />
<strong>of</strong> local authority Direct Service Organisations<br />
(DSOs), this means there is good scope for<br />
growth in our addressable market through future<br />
outsourcing 10 . Given the increasing pressures<br />
being placed upon local authorities to hit<br />
their recycling targets whilst cutting costs and<br />
increasing efficiencies, many are looking to the<br />
private sector for answers and May Gurney has<br />
the capability and track record to answer this call.<br />
Our presence in Wales, through our Bridgend<br />
contract, <strong>of</strong>fers good potential for future growth<br />
<strong>of</strong> our business in this region, to take advantage<br />
<strong>of</strong> the £140 million market here 11 . Indications<br />
are that the Welsh Assembly Government favour<br />
a kerbside sort collection method, following the<br />
aforementioned study by WRAP which they<br />
commissioned, and which concluded that<br />
kerbside sort recycling costs less in financial<br />
and environmental terms compared to<br />
commingled or two-stream collection systems.<br />
Our presence in Scotland also allows us<br />
access to the £225 million spend on our core<br />
environmental <strong>services</strong> <strong>of</strong>fering, and we are<br />
encouraged by indications that the market<br />
here could open up to outsourcing 12 .<br />
Within the HWRC market, our market share<br />
remains stable at 9%. We continue to work<br />
successfully with existing clients in order to help<br />
them drive down costs and increase efficiencies,<br />
including the consolidation <strong>of</strong> their sites and other<br />
innovative working practices. Our experience <strong>of</strong><br />
operating multiple HWRC sites on behalf <strong>of</strong> our<br />
clients, and achieving high recycling rates, means<br />
we are well positioned to take advantage <strong>of</strong> the<br />
healthy future pipeline <strong>of</strong> opportunities in<br />
a market with very high levels <strong>of</strong> outsourcing.<br />
35,000km<br />
<strong>of</strong> roads<br />
May Gurney is a leading supplier<br />
<strong>of</strong> highways maintenance<br />
<strong>services</strong> to local authorities.<br />
We also maintain more than<br />
500,000 street lights<br />
£3bn<br />
Annual value <strong>of</strong> the highways<br />
maintenance market in England<br />
£3.1bn<br />
Annual value <strong>of</strong> the<br />
environmental <strong>services</strong> market<br />
7<br />
Department for Communities and Local Government, Local<br />
Government Finance Statistics England 2011 (May 2011)<br />
8 <br />
4R Environmental Research (April 2012)<br />
9 <br />
WRAP, Kerbside Recycling: Indicative Costs and<br />
Performance (June 2008); WRAP, Kerbside Collections<br />
Options: Wales Report (January 2011)<br />
10<br />
Internal research Finance Statistics 2009-10 (February 2011).<br />
11<br />
Statistics for Wales, Welsh Local Government Finance<br />
Statistics 2011 (September 2011)<br />
12 <br />
Scottish Government, Scottish Local Government Finance<br />
Statistics 2010-11 (February 2012)<br />
12 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
13<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Market overview<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
£730 million<br />
May Gurney is the UK leader in the local<br />
authority outsourced fleet <strong>services</strong> market<br />
with a share <strong>of</strong> 8%<br />
£3.1bn<br />
Annual value <strong>of</strong> the passenger<br />
<strong>services</strong> market<br />
Fleet & Passenger Services<br />
During the year we established a market-leading<br />
position in the local authority fleet maintenance<br />
market through the acquisition <strong>of</strong> TransLinc,<br />
gaining an overall share <strong>of</strong> 8% <strong>of</strong> the outsourced<br />
market. This market is worth £730 million<br />
per annum and remains highly fragmented,<br />
typically characterised by a limited number <strong>of</strong><br />
scale players and a long tail <strong>of</strong> local firms 13 .<br />
Our leading position is most pronounced in the<br />
fully-outsourced market, where we take on the<br />
hire and full maintenance <strong>of</strong> a client’s entire<br />
fleet. This is a part <strong>of</strong> the market open only to<br />
the largest providers. Here, we hold six fully<br />
outsourced contracts and have a market share<br />
<strong>of</strong> around 50%, giving us a strong platform from<br />
which to grow further. Over 50% <strong>of</strong> the total<br />
market is still in-house and spending cuts are<br />
expected to drive more outsourcing by local<br />
authorities. Along with having the broadest range<br />
<strong>of</strong> fleet <strong>services</strong>, we are also the only leading<br />
firm in the market to <strong>of</strong>fer passenger <strong>services</strong> as<br />
well as fleet maintenance. Combined with our<br />
significant position in the local authority highways<br />
maintenance market, we are well positioned to<br />
deliver any variation <strong>of</strong> contract a local authority<br />
<strong>may</strong> wish to procure.<br />
The acquisition <strong>of</strong> TransLinc has also given<br />
May Gurney entry into the £3.1 billion passenger<br />
<strong>services</strong> market, with a client base <strong>of</strong> both local<br />
authorities and Primary Care Trusts (PCTs) 13 .<br />
Although our market share is just 0.5%, the<br />
extremely fragmented nature <strong>of</strong> this market<br />
means that we are the fifth largest supplier in<br />
the market. This is a very immature market<br />
and there is a real opportunity for May Gurney<br />
to provide innovative solutions that deliver<br />
substantial savings to clients whilst maintaining<br />
or improving service levels. Outsourcing rates<br />
in the market currently stand at 60%, meaning<br />
there is also good scope for future outsourcing<br />
to result in increases in the size <strong>of</strong> our<br />
addressable market.<br />
Regulated Sector<br />
Services<br />
Our Regulated Sector Services division includes<br />
Utility Services, Rail Services and Waterways<br />
Services. Combined, the directly addressable<br />
markets are worth around £11.6 billion per<br />
annum, with recent periodic spending reviews<br />
in the rail and water sectors securing significant<br />
increases in expenditure in two <strong>of</strong> our key markets.<br />
Utility Services<br />
Ofwat’s Final Determinations for the AMP5 period<br />
(2010-2015) allows for average expenditure <strong>of</strong><br />
£4.4 billion per annum over the five years by<br />
the water companies across England and Wales<br />
(£22.1 billion in total), a substantial increase <strong>of</strong><br />
32% on AMP4 (2005-2010) levels 14 . 2012/13<br />
will see expenditure in the year remain at an<br />
above-average level for the AMP5 period <strong>of</strong><br />
around £5 billion, with a continued emphasis<br />
on capital maintenance, which accounts for<br />
over half <strong>of</strong> this expenditure and is where<br />
our main capabilities are focused. The rising<br />
level <strong>of</strong> expenditure on maintenance is<br />
expected to continue, driven by the transfer<br />
<strong>of</strong> the private drains and sewers (PDaS) to the<br />
water companies towards the end <strong>of</strong> 2011,<br />
substantially increasing the length <strong>of</strong> sewer<br />
under their ownership.<br />
Many <strong>of</strong> our key clients across the water sector<br />
are benefiting from the increased expenditure in<br />
comparison to AMP4 levels. Customer service<br />
levels are now at the forefront <strong>of</strong> every water<br />
company’s strategy, and climate change is<br />
driving the thinking in AMP6, with clients forced<br />
to pay ever increasing attention to the changing<br />
weather patterns. zIn addition, efficient solutions<br />
are being demanded from suppliers in order to<br />
drive efficiencies and enable our clients to reduce<br />
costs and hit stringent targets. May Gurney’s<br />
approach to customer service and service<br />
development means that we are well placed to<br />
help clients achieve these objectives.<br />
Following the acquisition <strong>of</strong> Turriff last year, we<br />
have consolidated our place in the £1.8 billion<br />
per annum Gas Distribution Networks market 15 .<br />
Given that the current regulatory period comes<br />
to an end in March 2013, we are preparing<br />
ourselves for expansion in this market, one which<br />
is characterised by a particularly secure and high<br />
value work stream due to the safety-critical nature<br />
<strong>of</strong> the works carried out under the gas mains<br />
replacement programme. The programme, which<br />
began in 2003 and accounts for the majority <strong>of</strong><br />
the expenditure within the market, has a total<br />
estimated value <strong>of</strong> £24 billion over 30 years,<br />
and is driven by the Health and Safety Executive<br />
(HSE) that has an ultimate aim <strong>of</strong> replacing over<br />
91,000km <strong>of</strong> iron gas mains.<br />
The new regulatory period (known as RIIO-GD1)<br />
will be eight years in duration and is Ofgem’s<br />
new approach to regulating the gas network<br />
companies. Along with efficiency and safety,<br />
which are both currently crucial considerations,<br />
the new period will place an enhanced emphasis<br />
on customer satisfaction and environmental<br />
issues. This mirrors the recent developments in<br />
the water market and means our experience in<br />
delivering on these issues for our existing clients,<br />
combined with our excellent safety record and<br />
experience in delivering efficiency savings,<br />
will put us in a very strong position to secure<br />
additional work in the new regulatory period.<br />
Since the acquisition <strong>of</strong> Turriff, we have also<br />
expanded our relationship with Scottish Water.<br />
Expenditure in the Scottish water market over the<br />
period 2010-15 averages £1.2 billion per annum,<br />
which is in addition to the £4.4 billion market in<br />
England and Wales 16 .<br />
Rail Services<br />
The move towards a route-orientated industry<br />
and a greater degree <strong>of</strong> collaboration and<br />
partnering, driven both by the appointment <strong>of</strong><br />
David Higgins and the Value for Money Study by<br />
Sir Roy McNulty, is also driving change in the rail<br />
market. Both these moves are seen as positive by<br />
May Gurney, as they play to our core strengths.<br />
We continue to help Network Rail to deliver its<br />
programme <strong>of</strong> investment on renewing structures,<br />
property and signalling. Planned expenditure by<br />
Network Rail over Control Period 4 (2009-2014)<br />
increased by 17% on Control Period 3 (2004-<br />
2009) levels, with the areas directly addressed by<br />
May Gurney now worth on average over £1 billion<br />
per annum across this period. This is further<br />
supplemented by enhancements expenditure,<br />
worth on average £2.3 billion per annum across<br />
Control Period 4 17 . Our track record <strong>of</strong> delivering<br />
programmes on-time and on-budget positions<br />
us well to benefit from the increasing spend by<br />
Network Rail in this area.<br />
We have adapted well to the recent<br />
transformation <strong>of</strong> our core contracts, as the<br />
new BCDP framework we secured with Network<br />
Rail in the year merged our property and civil<br />
engineering frameworks. Direct competitive<br />
bidding operates alongside this framework and<br />
has allowed the business to expand its tendering<br />
capability throughout the whole <strong>of</strong> the UK.<br />
We have had considerable success in the year,<br />
winning work both under the newly formed BCDP<br />
framework and also through tendered works<br />
outside the framework. This highlights not only<br />
our experience <strong>of</strong> winning work in the rail market,<br />
but also our flexibility in successfully adapting as<br />
Network Rail changes their requirements and<br />
procurement methods. This agility will enable us<br />
to increase our market share further.<br />
Waterways Services<br />
In the waterways market, we continue to work<br />
with British Waterways as its national contractor,<br />
maintaining the extensive network <strong>of</strong> canals and<br />
associated assets, delivering over £20 million<br />
<strong>of</strong> work per annum. We also work on behalf<br />
<strong>of</strong> the Environment Agency to improve flood<br />
defence and coastal management assets, which<br />
now accounts for £830 million <strong>of</strong> Government<br />
expenditure per annum 18 . Our work here is<br />
essential in both the regeneration <strong>of</strong> the UK’s<br />
water network and ensuring the protection<br />
<strong>of</strong> communities from flooding, underlying its<br />
essential and sustainable nature.<br />
£11.6bn<br />
Annual value <strong>of</strong> the regulated<br />
sector markets<br />
£1.8bn<br />
Annual value <strong>of</strong> the Gas Distribution<br />
Networks market<br />
13 <br />
Credo, Report on the Fleet Services and Passenger Services<br />
markets (June 2011) commissioned by May Gurney<br />
14 <br />
Ofwat, Future Water and Sewerage Charges 2010-15:<br />
Final Determinations (November 2009)<br />
15<br />
Ofgem, Gas Distribution Price Control Review Final Proposals<br />
(Dec 2007)<br />
16 <br />
Scottish Water, Delivery Plan 2010-15 (March 2010)<br />
17 <br />
Network Rail, Control Period 4 Delivery Plan (March 2009)<br />
18<br />
DEFRA, Annual Report and Accounts 2010-11 (July 2011)<br />
14 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
15<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Our business model<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Our business model is centred<br />
on long-term relationships with<br />
clients in the public and regulated<br />
sectors, and our <strong>of</strong>fer is built around<br />
the delivery <strong>of</strong> essential frontline<br />
<strong>services</strong> for their customers.<br />
These target markets, which are<br />
characterised by statutory and<br />
regulatory drivers, are resilient, and<br />
worth over £24 billion per annum.<br />
Our Service Delivery capabilities, Solutions<br />
& Outcomes focus and Client Engagement<br />
expertise is complemented by our operational<br />
scale and geographical footprint. Surrounding<br />
this is a strong framework <strong>of</strong> people management,<br />
change and project management, risk<br />
management, governance, customer service<br />
and community engagement, all underpinned<br />
by our core company values, which ensure the<br />
sustainability <strong>of</strong> our business model.<br />
1Service Delivery<br />
Our two client-aligned business divisions –<br />
Public Sector Services and Regulated Sector Services<br />
– are focused on assured operational delivery and<br />
continuous improvement. Operational excellence is<br />
essential to ensuring our clients’ trust and developing<br />
future growth opportunities with them. Where we <strong>of</strong>fer<br />
multiple <strong>services</strong> to multiple clients in one place, we can<br />
deliver them together, so that they’re more effective and<br />
more efficient. This is the essence <strong>of</strong> our unique ‘placebased’<br />
approach to <strong>integrated</strong> service delivery.<br />
3Client Engagement<br />
Long-term client relationships and long-term service<br />
agreements are central to our business. This is supported<br />
by the strong local knowledge we have throughout the<br />
UK, gained through a geographically diverse client base,<br />
over 6,000 people at more than 230 locations and a<br />
strong network <strong>of</strong> supply partners. Excellent client service<br />
capabilities are essential to ensure that we grow our<br />
existing relationships, through delivering wider <strong>services</strong><br />
and innovative service solutions and developing new<br />
opportunities. Our ability to build and develop long-term<br />
relationships has been a key feature <strong>of</strong> the business for more<br />
than 85 years and gives us competitive edge.<br />
Customer service<br />
Change & project management<br />
Service Delivery<br />
Community engagement<br />
Risk management<br />
Long-term<br />
client & community<br />
relationships<br />
Client Engagement<br />
Solutions & Outcomes<br />
Company values<br />
Governance<br />
People management<br />
2Solutions & Outcomes<br />
Our service solutions are carefully<br />
tailored, in collaboration with clients<br />
such that they meet their strategic<br />
priorities, regulatory drivers and the<br />
needs <strong>of</strong> local communities. Our<br />
extensive experience <strong>of</strong> designing and<br />
developing transformational <strong>services</strong><br />
across the UK means that we’re able<br />
to transfer the learning from one<br />
geography to another, enabling us to<br />
engage at a strategic level and take a<br />
proactive approach to solving our clients’<br />
problems. Our ‘control hub’ solution<br />
is a good example <strong>of</strong> this innovation<br />
and operational excellence. This is<br />
underpinned by our core information<br />
systems expertise and strong delivery<br />
capabilities and experience.<br />
16 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
17<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Our strategy<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Our vision is to be the leading support<br />
<strong>services</strong> business in the UK in our<br />
chosen sectors. We are committed to<br />
helping our long-term clients in the<br />
public and regulated sectors transform<br />
the delivery <strong>of</strong> essential front-line<br />
<strong>services</strong> to local communities.<br />
Our established strategy for growth<br />
has five key objectives:<br />
Target<br />
Deliver<br />
Enhance<br />
Grow<br />
Acquisitions<br />
Target resilient maintenancefocused<br />
revenue streams for<br />
essential <strong>services</strong> in the public<br />
and regulated sectors through<br />
developing long-term client<br />
relationships<br />
More than 95% <strong>of</strong> May Gurney’s business is in<br />
delivering essential <strong>services</strong> to the public and<br />
regulated sectors through long-term contracts,<br />
up from 77% in 2007. Our target markets are<br />
large – over £21 billion – <strong>of</strong>fering significant<br />
opportunities for growth and resilient revenue<br />
streams. Establishing and developing long-term<br />
client and community relationships has been<br />
one <strong>of</strong> May Gurney’s core strengths since the<br />
Company was founded in 1926.<br />
Deliver contract performance by<br />
managing and executing front-line<br />
<strong>services</strong> consistently, successfully<br />
and efficiently<br />
The key elements at the start <strong>of</strong> a contract<br />
are innovative service design, a dedicated<br />
mobilisation team, scaleable systems, leveraging<br />
regional resources, and engaging with the<br />
TUPE workforce, enabling us to raise skills and<br />
standards. Through working collaboratively to<br />
achieve contract KPIs, we cement long-term<br />
client and community relationships that position<br />
us to extend our service <strong>of</strong>fering and add value.<br />
Enhance margins through<br />
operational efficiencies and<br />
delivering a wider range <strong>of</strong> <strong>services</strong><br />
Our <strong>Group</strong>-wide Business Improvement<br />
strategy utilises LEAN methodology, sustainable<br />
efficiency, end-to-end process mapping, shared<br />
<strong>services</strong> and regional cost-base management to<br />
deliver improved processes, improved service<br />
delivery, improved employee skills, improved<br />
customer service and improved margins. This<br />
consistent approach also ensures that we<br />
maximise the benefits <strong>of</strong> ‘place-based’ working<br />
and translate the learning from one geography<br />
(or place) to another.<br />
Grow organically through winning<br />
new business and contract<br />
expansions by understanding<br />
our clients and tailoring our<br />
<strong>services</strong> to achieve their outcomes<br />
In 2012, we have maintained our work-winning<br />
momentum with new contracts, contract<br />
renewals, and extensions totalling more than<br />
£400 million – all through long-term relationships.<br />
Since the period end, we have secured a further<br />
£50 million. The Company’s order book stands<br />
at £1.5 billion (including framework contracts)<br />
and potential contract extensions <strong>of</strong> a further<br />
£1.1 billion. The bidding pipeline at more than<br />
£4 billion in our core markets, reflects the very<br />
significant opportunities for growth.<br />
Consider strategic earningsenhancing<br />
acquisitions<br />
Whilst we continue to evaluate acquisition<br />
opportunities, our focus over the coming year<br />
is on points 1-4 <strong>of</strong> our growth strategy. The<br />
acquisition <strong>of</strong> TransLinc has strengthened May<br />
Gurney’s market-leading positions in highways<br />
maintenance and environmental <strong>services</strong>.<br />
In addition, it has provided entry to the local<br />
authority passenger <strong>services</strong> market, extended<br />
May Gurney’s national coverage and client base,<br />
<strong>of</strong>fered significant cross-selling opportunities, and<br />
provided a broadened service <strong>of</strong>fering to existing<br />
clients. TransLinc has been renamed ‘Fleet &<br />
Passenger Services’ and is included in our Public<br />
Sector Services division.<br />
18 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
19<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Corporate assurance<br />
and risk management<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Risk area Description <strong>of</strong> risk Risk mitigation<br />
Health, safety<br />
and environment<br />
Operational<br />
Serious injury or death <strong>of</strong> an<br />
employee, a contractor, client or<br />
a member <strong>of</strong> the public<br />
Environmental pollution leading to<br />
financial penalties or loss <strong>of</strong> reputation<br />
Inability to deliver <strong>services</strong> to plan and<br />
programme and associated financial<br />
impact<br />
Our management has the foremost responsibility for health and safety within our<br />
operations and are given the necessary tools (training, equipment and resources) to<br />
enable them to deliver a healthy, safe and environmentally friendly workplace<br />
<strong>Group</strong> Standard Operating Procedures for health, safety, sustainability and<br />
environmental risk management sit at the core <strong>of</strong> operations, which are<br />
developed, adopted, reviewed and audited against known standards both<br />
internally and externally<br />
Safety, Health, Environment & Assurance Director leads a dedicated team<br />
that audits against <strong>Group</strong> Standard Operating Procedures (GSOPs) to ensure<br />
compliance for legal requirements is complied with and that best practice is adopted<br />
Health & safety and environmental performance indicators are reviewed monthly<br />
Continued focus on MAD (Make a Difference), our behavioural change programme<br />
Contract environmental audits<br />
Extensive external and internal audits are undertaken throughout the <strong>Group</strong> that<br />
verify compliance with legal requirements<br />
Monthly reviews by the Board on key operational performance indicators covering:<br />
health, safety and environment; employee statistics; sustainability targets; financial<br />
and commercial performance; business development and pipeline; sector and<br />
contract risks; and customer satisfaction<br />
Authority levels and spending controls are monitored and enforced<br />
Risk area Description <strong>of</strong> risk Risk mitigation<br />
Acquisitions<br />
Business<br />
organisation<br />
and people<br />
Government<br />
policy<br />
Inflation<br />
Failure to deliver on financial targets<br />
Inappropriate culture in acquired<br />
business<br />
Shortage <strong>of</strong> skilled and experienced<br />
people<br />
Poor employee retention<br />
Loss <strong>of</strong> May Gurney culture through<br />
dilution <strong>of</strong> new people<br />
Public spending decisions<br />
Legislative changes<br />
Increased commodity and resource<br />
costs<br />
Board review and sign-<strong>of</strong>f to ensure it fits with the culture and financial objectives<br />
<strong>of</strong> the <strong>Group</strong><br />
Rigorous multi-disciplined due diligence process<br />
Clear and comprehensive integration planning<br />
Corporate and business sector induction programmes for all new employees<br />
All employees have a Personal Development Plan that is reviewed on a six-monthly<br />
basis<br />
Management development and engagement programmes<br />
Mentoring <strong>of</strong> key employees by members <strong>of</strong> the senior management team is<br />
important in support <strong>of</strong> the coaching and management used in the business<br />
A flexible resource-base is utilised to allow appropriate resource planning to be<br />
implemented<br />
External advice and intelligence is utilised to forward plan for known changes<br />
Appropriate contract provisions adopted to ensure protection<br />
Internal training and awareness courses introduced<br />
Appropriate inflation mechanism incorporated into tender submissions<br />
Forward ordering <strong>of</strong> commodities with supply chain<br />
Financial<br />
Bidding processes<br />
Contract<br />
mobilisation<br />
Failure to achieve financial plans and<br />
budgets<br />
Insufficient credit facilities inhibit<br />
operations and growth <strong>of</strong> the business<br />
Failure to deliver on financial targets<br />
Poor market intelligence<br />
Weak client relationships<br />
Inappropriate contract risk pr<strong>of</strong>ile<br />
Insufficient understanding <strong>of</strong> service<br />
scope<br />
Insufficient knowledge <strong>of</strong> contract<br />
requirements<br />
TUPE process<br />
Failure to deliver <strong>services</strong><br />
Business plans are prepared <strong>annual</strong>ly and performance monitored regularly<br />
Financial performance, both pr<strong>of</strong>it and loss and cash, is monitored monthly against<br />
the budget<br />
CapEx controls are in place<br />
The <strong>Group</strong> maintains and manages its credit facilities to ensure that it has sufficient<br />
funding for its growth<br />
Senior management team approve all major bids<br />
Key contract terms are assessed for alignment with <strong>Group</strong> policy and strategic<br />
objectives<br />
Rigorous tendering strategy, pricing and review<br />
Comprehensive risk assessment to ensure key risks are identified and mitigated<br />
All contracts scrutinised to ensure that they align with the Company’s tender strategy<br />
Rigorous competition analysis and compliance training<br />
Integrated and comprehensive mobilisation plans put in place<br />
Dedicated support staff provided to cover key risk areas such as: new and existing<br />
employee transfers; health and safety management; plant; equipment and vehicle<br />
use; commercial and financial management and information systems and technology<br />
Financial management and planning<br />
Employee induction and training programmes<br />
Effective communication plans established<br />
Information<br />
systems<br />
Reputation<br />
Procurement<br />
Failure <strong>of</strong> <strong>Group</strong> information systems<br />
leads to an inability to deliver <strong>services</strong>,<br />
monitor financial performance, pay<br />
creditors or collect cash from debtors<br />
Failure to determine information<br />
technology requirements for new<br />
contracts<br />
Resilience<br />
Exclusion from new bidding<br />
opportunities limits business growth<br />
Investor perception damaged<br />
Recruitment and retention <strong>of</strong> staff<br />
impacted<br />
Lack <strong>of</strong> continuity <strong>of</strong> supply results<br />
in failure to deliver <strong>services</strong> or has a<br />
financial impact<br />
Collusion or anti-competitive<br />
behaviour with suppliers<br />
<strong>Group</strong> IT Director and dedicated IT team monitor the performance <strong>of</strong> all information<br />
systems<br />
New systems fully user-tested before deployment<br />
Information systems personnel fully <strong>integrated</strong> into new contract mobilisation teams<br />
Servers remotely located at specialist facilities<br />
Monthly review <strong>of</strong> performance and identification if senior management intervention<br />
is required<br />
Training programmes for existing staff and induction programmes for new staff<br />
to reinforce May Gurney culture and behaviours<br />
Watching brief on press coverage and proactive reputation management<br />
Supply chain management processes in place<br />
Compliance training given to all procurement staff<br />
Training and induction programmes reinforce May Gurney culture and behaviours<br />
20 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
21<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Our KPIs<br />
We measure our business<br />
performance against seven key<br />
performance indicators (KPIs).<br />
These KPIs are reviewed each<br />
month by the Board against<br />
targets established at the<br />
beginning <strong>of</strong> the year.<br />
<strong>Group</strong> pr<strong>of</strong>it margin<br />
4.3%<br />
2011<br />
4.4%<br />
Pr<strong>of</strong>itability <strong>of</strong> the <strong>Group</strong> and <strong>of</strong> each delivery sector is a key<br />
measure <strong>of</strong> overall performance. We measure EBITA as a<br />
percentage <strong>of</strong> external turnover year to date, as a variance to<br />
the Budget. Our target is Budget or better.<br />
Value <strong>of</strong> long-term public sector<br />
and regulated sector work<br />
Employee satisfaction<br />
67%<br />
2011<br />
65%<br />
Our people are at the front-line <strong>of</strong> the delivery <strong>of</strong> essential<br />
<strong>services</strong> which means that their overall levels <strong>of</strong> satisfaction and<br />
engagement are a key factor in our ability to deliver a great service<br />
for our clients. We measure satisfaction through our <strong>annual</strong><br />
employee survey – ‘Have Your Say’.<br />
2010<br />
4.6%<br />
95%<br />
2011 2010<br />
95% 95%<br />
Our business strategy is focused on developing long-term client<br />
relationships. We measure the value <strong>of</strong> long-term public and<br />
regulated sector work as a percentage <strong>of</strong> our total revenues.<br />
Our target is 90% or more.<br />
2010<br />
65%<br />
<strong>Group</strong> net cash<br />
£11.0m<br />
2011<br />
£36.2m<br />
Cash collection and cash balances are key indicators <strong>of</strong><br />
financial stability and performance. For net cash, our target<br />
is Budget or better.<br />
<strong>Group</strong> order book<br />
Safety<br />
2010<br />
£43.4m<br />
£1.5bn<br />
2011 2010<br />
£1.4bn £1.7bn<br />
The order book measure is impacted by the full value <strong>of</strong> contract wins,<br />
losses and delays, reflects the deferment <strong>of</strong> some client procurement<br />
processes and provides us with a long-term perspective. It’s measured<br />
as a variance to the business plan. Our target is business plan or better.<br />
Employee retention<br />
9%<br />
2011 2010<br />
7% 9%<br />
Our goal is to reduce employee turnover in order to maintain<br />
appropriate levels <strong>of</strong> competence, experience, service delivery, cultural<br />
alignment, teamwork and stability. It’s calculated using the employee<br />
turnover figure less redundancies, TUPE, seasonal workers, fixed-term<br />
contracts, retirements and dismissals. Our target is 17% or less.<br />
0.53<br />
2011 2010<br />
0.62 1 0.31<br />
Our goal is to reduce accidents and injuries at work. It’s measured<br />
using the AFR (Accident Frequency Rate) defined by the HSE<br />
(Health & Safety Executive) as the number <strong>of</strong> RIDDOR accidents<br />
in a 12-month period x 100,000, divided by the total hours worked<br />
in that same 12-month period. Our target is 0.43 or less.<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Delivering essential ‘place-based’<br />
<strong>services</strong> to communities and<br />
people across the country,<br />
day and night, every day<br />
We work with our clients in the public and regulated sectors<br />
to design and deliver a wide range <strong>of</strong> essential front-line<br />
<strong>services</strong> that reach over 24 million people every day. Put<br />
simply, the <strong>services</strong> we deliver keep the country running.<br />
All <strong>of</strong> our contracts are long-term and are delivered locally.<br />
This means that we have deep relationships with local<br />
communities and make a significant and sustainable<br />
contribution to the local economies where we work.<br />
Our strong local presence means that where we <strong>of</strong>fer multiple<br />
<strong>services</strong> to multiple clients in one place then we can deliver<br />
them together, so that they’re more effective and more<br />
efficient for everyone. And we translate the learning from one<br />
geography or service to another. This is the essence <strong>of</strong> our<br />
unique ‘place-based’ approach to <strong>integrated</strong> service delivery.<br />
Over the following six pages we describe the work we deliver<br />
for three local communities – in Torbay, Lincolnshire and<br />
Norfolk – as examples <strong>of</strong> our ‘place-based’ approach.<br />
22<br />
May Gurney Integrated Services plc<br />
Annual Report and Accounts 2012<br />
1<br />
In our 2011 Annual Report we quoted the AFR as 0.60.<br />
Following an operational review, this was revised to 0.62<br />
May Gurney Integrated Services plc<br />
Annual Report and Accounts 2012<br />
23
Integrating service delivery & maximising effectiveness<br />
Translating the learning from one place to another<br />
Delivering better outcomes for local communities<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Torbay<br />
7.30am<br />
Maintaining Torbay’s reputation<br />
for tourism, by looking after 3km<br />
<strong>of</strong> beaches and 65 open spaces<br />
12.00pm<br />
Keeping Torbay’s traffic<br />
moving by maintaining<br />
530km <strong>of</strong> roads<br />
9.00am<br />
Reducing Torbay’s<br />
contribution to landfill by<br />
kerbside sort recycling for<br />
60,000 homes<br />
3.00pm<br />
Keeping the South West’s water<br />
flowing by completing over<br />
91,000 reactive and planned<br />
utility maintenance works<br />
8.30pm<br />
Lighting the way in Torbay<br />
by maintaining nearly<br />
17,000 streetlights<br />
We work with our clients Torbay Council, South<br />
West Water and Western Power Distribution to<br />
deliver more than 40 essential front-line <strong>services</strong><br />
that reach Torbay’s 134,200 residents every day.<br />
We have been delivering maintenance and<br />
enhancement <strong>services</strong> in the South West for<br />
many years. We are currently working with<br />
South West Water in a long-term contract to<br />
provide reliable, efficient, high quality drinking<br />
water and waste water <strong>services</strong> throughout<br />
Devon and Cornwall and in small areas <strong>of</strong><br />
Dorset and Somerset. We are also working with<br />
Western Power Distribution to enhance service<br />
delivery for electricity consumers in the region.<br />
In 2010 we extended this range <strong>of</strong> <strong>services</strong><br />
through the creation <strong>of</strong> TOR2, a groundbreaking<br />
joint venture company between Torbay<br />
Council and May Gurney. TOR2 delivers waste<br />
and recycling collections; the maintenance <strong>of</strong><br />
highways, grounds, parks, car parks, buildings<br />
and the Council’s vehicle fleet; street and beach<br />
cleansing; and out-<strong>of</strong>-hours call centre support.<br />
We have also been awarded a new long-term<br />
maintenance contract by Torbay Council, with<br />
our specialist street lighting business, Cartledge.<br />
In total we now employ nearly 300 people from<br />
Torbay to deliver these <strong>services</strong>.<br />
Our ‘place-based’ approach has provided a hub<br />
for skills and training in the area, and has enabled<br />
us to work with other organisations including<br />
South Hams District Council, Torbay NHS Care<br />
Trust, South Devon Healthcare, NHS Foundation,<br />
Torbay Development Agency, Tor Bay Harbour<br />
Authority and the Torbay Town Centres Company.<br />
We also work with local schools and many<br />
community-based organisations and good<br />
causes to improve the local environment<br />
and help young people and the long-term<br />
unemployed get back into work.<br />
A good example <strong>of</strong> this is the initiative we<br />
set up with HMP Channings Wood and local<br />
charity RideOn, a charity that provides cycling<br />
pr<strong>of</strong>iciency lessons and tests to children from<br />
less affluent backgrounds. We have helped<br />
to establish a workshop in the prison, which<br />
we supply with old bikes from the Household<br />
Waste Recycling Centre that we manage. The<br />
prisoners learn transferable skills by refurbishing<br />
the bikes, which are then passed onto RideOn.<br />
The children are provided with the refurbished<br />
bikes to learn to ride on and when they pass their<br />
cycling test they are able to keep the bike.<br />
40+<br />
Delivering more than 40 essential <strong>services</strong><br />
across Torbay<br />
14<br />
Working with 14 clients in the South West<br />
as a whole, and three in Torbay<br />
1,000+<br />
Employing over 1,000 people in the<br />
South West and nearly 300 in Torbay<br />
200+<br />
We work with more than 200 local<br />
suppliers in the South West<br />
TOR2 has been<br />
shortlisted for three<br />
National Recycling<br />
Awards in 2011<br />
and 2012<br />
We won a 2011<br />
Green Apple award<br />
for the recycling<br />
<strong>services</strong> we deliver<br />
to Torbay residents<br />
All six <strong>of</strong> the beaches<br />
we maintain were<br />
awarded the 2011<br />
Blue Flag Award by<br />
Keep Britain Tidy<br />
The 65 parks and gardens<br />
spaces we care for gained<br />
top Green Flag status in<br />
Torbay in 2011<br />
24 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
25<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Integrating service delivery & maximising effectiveness<br />
Translating the learning from one place to another<br />
Delivering better outcomes for local communities<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Lincolnshire<br />
7.00am<br />
Keeping the water flowing in<br />
Lincolnshire by carrying out<br />
over 500 mechanical and civils<br />
works on sewerage treatment<br />
and potable water works a year<br />
10.00am<br />
Maintaining vehicle efficiency<br />
and safety in Lincolnshire by<br />
managing over 500 specialist<br />
vehicles across nine locations<br />
2.00pm<br />
Operating 24 hours a<br />
day, seven days a week to<br />
complete vital bridge repairs<br />
5.00pm<br />
Keeping the traffic moving in<br />
Lincolnshire by maintaining<br />
9,000 km <strong>of</strong> highways and<br />
supporting major projects like<br />
Teal Park – whatever the weather<br />
12.30pm<br />
Moving people around in<br />
Lincolnshire by carrying 2,000<br />
passengers a day from home<br />
to school, social <strong>services</strong>,<br />
demand responsive and<br />
corporate shuttle<br />
We work with our clients Lincolnshire County<br />
Council (plus four district councils: Boston,<br />
East Lindsey, North Kesteven and West<br />
Lindsey) Anglian Water, British Waterways, The<br />
Environment Agency and Network Rail to design<br />
and deliver more than 30 essential front-line<br />
<strong>services</strong> that reach the 673,530 residents <strong>of</strong><br />
Lincolnshire every day.<br />
In April 2010, we took over responsibility for<br />
Lincolnshire County Council’s highways term<br />
maintenance contract to provide more than ten<br />
maintenance and enhancement <strong>services</strong> for the<br />
county’s highways and footways.<br />
Working under a separate contract we are also<br />
supporting the Lincolnshire Major Projects<br />
Framework team to deliver Teal Park, a business<br />
site six miles from Lincoln city centre that will help<br />
to create employment and business opportunities<br />
in Lincoln.<br />
Early in 2011, we were awarded The Anglian<br />
Water Programme Partner Civil and MEICA<br />
contracts that cover the whole Anglian Water<br />
region and include activities associated with<br />
asset upgrade, maintenance and enhancement<br />
<strong>of</strong> water treatment and waste water treatment<br />
facilities.<br />
Through our Fleet and Passenger Services<br />
business we provide a bespoke end-to-end<br />
service for the residents <strong>of</strong> Lincolnshire.<br />
In total we now employ over 600 people from<br />
the region to deliver these <strong>services</strong>.<br />
Our ‘place-based’ approach in Lincolnshire<br />
means we are heavily involved with the local<br />
community. In particular we provide home to<br />
school, social care and demand responsive<br />
passenger <strong>services</strong> to enable the isolated,<br />
vulnerable, disabled and older people to<br />
become more mobile.<br />
We are also working on a new initiative with<br />
Lincolnshire County Council Social Services<br />
that helps adults with learning difficulties in the<br />
region. We collate any redundant wooden pallets<br />
from our depots on a regular basis and supply<br />
them to the scheme, which recycles them by<br />
turning them into kindling and firewood.<br />
So far over 50 pallets have been donated to<br />
the scheme and this also helps to reduce<br />
waste disposal costs for the county.<br />
30+<br />
Delivering more than 30 essential <strong>services</strong><br />
across Lincolnshire<br />
9<br />
Working with nine clients in Lincolnshire<br />
600+<br />
Employing over 600 people across<br />
Lincolnshire<br />
60+<br />
We work with more than 60 local suppliers<br />
in Lincolnshire<br />
In our partnership with<br />
Engage North Lincolnshire we<br />
have received a Considerate<br />
Constructors Scheme award for<br />
the first new build school to open<br />
in the region for more than 50<br />
years – Melior Community College<br />
We undertake a variety<br />
<strong>of</strong> works to ensure that<br />
Lincolnshire’s beautiful<br />
countryside remains<br />
accessible<br />
We work in partnership with<br />
Lincolnshire County Council<br />
to operate the award winning<br />
CallConnect demand responsive<br />
<strong>services</strong> that make a real difference<br />
to the county’s residents.<br />
26 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
27<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Integrating service delivery & maximising effectiveness<br />
Translating the learning from one place to another<br />
Delivering better outcomes for local communities<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Norfolk<br />
9.00am<br />
Keeping it clean in Norfolk by<br />
handling more than 60,000<br />
tonnes <strong>of</strong> waste through a<br />
network <strong>of</strong> 18 HWRC sites<br />
11.30am<br />
Conserving resources in<br />
Norfolk by fitting nearly<br />
14,500 water meters<br />
3.30pm<br />
Keeping the roads safe in<br />
Norfolk by maintaining more<br />
than 10,000km <strong>of</strong> roads<br />
10.00am<br />
Making a sustainable<br />
difference by pioneering and<br />
managing six re-use centres<br />
across Norfolk<br />
2.00pm<br />
Regulating the sea in King’s Lynn<br />
by completing a three-year,<br />
£1.9m refurbishment <strong>of</strong> a major<br />
tidal sluice structure<br />
We work with our clients Norfolk County<br />
Council, Anglian Water, Network Rail and<br />
The Environment Agency to deliver more<br />
than 20 essential front-line <strong>services</strong> that<br />
reach Norfolk’s 829,000 residents every day.<br />
As part <strong>of</strong> the Norfolk Strategic Partnership<br />
(NSP), a long-term partnership contract with<br />
Norfolk County Council, we deliver more than<br />
ten maintenance and enhancement <strong>services</strong><br />
covering the county’s highways and footways.<br />
Under a separate long-term contract with the<br />
Council, we also provide a seven-day a week<br />
service to enable people living in Norfolk to<br />
recycle domestic household and garden waste<br />
at the county’s recycling centres (HWRCs).<br />
In addition we also install water meters and<br />
repair and maintain water infrastructure assets<br />
on behalf <strong>of</strong> Anglian Water and carry out flood<br />
defence schemes, infrastructure enhancements<br />
and maintenance <strong>services</strong> on behalf <strong>of</strong> the<br />
Environment Agency.<br />
In total, we employ nearly 800 people from<br />
the region to deliver these essential <strong>services</strong>.<br />
We are always looking at ways to bring our<br />
<strong>services</strong> and the community together. In Norfolk,<br />
a great example <strong>of</strong> this is the re-use shops we<br />
have pioneered and set up at six <strong>of</strong> the HWRCs<br />
we manage. These shops sell good quality<br />
household items and bric-a-brac salvaged from<br />
the recycling to the general public. Any money<br />
generated from sales goes into the May Gurney<br />
Environmental Services Fund providing grants<br />
for local community projects that encourage<br />
people to reduce, re-use and recycle.<br />
In addition, 12 Norfolk-based charities have<br />
benefited from grants from the May Gurney<br />
Foundation. We are also supporting a pilot<br />
scheme called ‘Making Ground’, which gives<br />
low-risk <strong>of</strong>fenders the opportunity to gain work<br />
experience at May Gurney while completing<br />
their prison sentence. The aim is to restore<br />
self-esteem and provide training to help<br />
prisoners find full-time employment on<br />
release as well as reduce the re-<strong>of</strong>fending rate.<br />
The scheme started in June 2011 and we are<br />
currently working with seven prisons, though<br />
in time we plan to roll it out nationally. To date,<br />
16 inmates have gone through the scheme in<br />
Norfolk and we have <strong>of</strong>fered five individuals a<br />
fixed-term contract.<br />
20+<br />
Delivering more than 20 essential <strong>services</strong><br />
across Norfolk<br />
4<br />
Working with four clients in Norfolk<br />
800+<br />
Employing over 800 people across Norfolk<br />
180+<br />
We work with more than 180 local suppliers<br />
in Norfolk<br />
We have sponsored the<br />
May Gurney free events<br />
at the Norfolk and Norwich<br />
Festival for five successive<br />
years which attracts nearly<br />
300,000 people<br />
We have supported 12 Norfolk<br />
based charities through the<br />
May Gurney Foundation<br />
We have provided work experience<br />
for 16 low-risk <strong>of</strong>fenders from HMP<br />
Norwich and HMP Wayland and<br />
have <strong>of</strong>fered five individuals<br />
a fixed-term contract<br />
<strong>28</strong> May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
29<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Corporate social responsibility review<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
May Gurney delivers essential<br />
front-line <strong>services</strong> that make a real<br />
difference to the quality <strong>of</strong> life. Our<br />
business model is therefore closely<br />
tied to delivering positive outcomes<br />
for local communities across the UK.<br />
Our approach to Corporate Social Responsibility<br />
(CSR) covers four core areas: People; Health &<br />
Safety; Community Investment; and Sustainability<br />
& Environment.<br />
Four core values continue<br />
to underpin everything we do:<br />
Safe<br />
Innovative<br />
Honest<br />
Collaborative<br />
We make sure everyone<br />
goes home safely<br />
We think and act<br />
differently<br />
We do the right thing<br />
We work together to<br />
get things done<br />
People<br />
We are committed to ensuring that May<br />
Gurney is the best place to work. Our goal is<br />
to attract and retain the best talent by creating<br />
an environment where people can flourish and<br />
take great pride in doing the right thing for their<br />
colleagues and our clients.<br />
Our 6,000 people deliver essential front-line<br />
<strong>services</strong> to local communities across the UK.<br />
They are the people that keep the country<br />
running so that everyone can go about their daily<br />
lives safely and easily. Therefore, it is crucial that<br />
they are motivated and engaged with our vision to<br />
be the best support <strong>services</strong> business in the UK.<br />
This is why we continue to invest in their training,<br />
development and safety.<br />
Our employee numbers are growing – by a net<br />
1,300 people (2011: 4,700). We welcomed<br />
453 new employees through the acquisition<br />
<strong>of</strong> TransLinc and a further 1,232 through new<br />
contract mobilisations. As part <strong>of</strong> our restructuring<br />
programme and as a result <strong>of</strong> contracts reaching<br />
their planned conclusion, we also made 615 TUPE<br />
transfers and redundancies during the year.<br />
Training & development<br />
The development <strong>of</strong> people at the start <strong>of</strong> their<br />
careers is an essential part <strong>of</strong> our commitment<br />
to the future and we increased the number <strong>of</strong><br />
apprentices, trainees and graduates on our<br />
‘Starting Out’ programme.<br />
The scheme aims to deliver benefit to society<br />
through helping recruits into new careers.<br />
To be eligible, candidates should: be new to the<br />
world <strong>of</strong> work or the industry; have potential to be<br />
fast-tracked within the company; be preparing<br />
for a specific change <strong>of</strong> career or have recently<br />
changed career.<br />
Apprentices are employed to undertake front-line<br />
operative roles with the view <strong>of</strong> developing through<br />
the ganger, supervisor route. Our apprenticeships<br />
are a qualification framework that includes:<br />
key skills (English, Maths and IT); a Technical<br />
Certificate (Diploma); and an NVQ level 2/3.<br />
Apprenticeships can be completed on either a<br />
block-release or day-release basis in a number<br />
<strong>of</strong> different disciplines.<br />
To ensure the scheme meets the evolving needs<br />
<strong>of</strong> our business, our Starting Out team work<br />
closely with stakeholders in the business and<br />
external providers to source and develop suitable<br />
qualifications. May Gurney has been involved in the<br />
development and launch <strong>of</strong> a new apprenticeship<br />
in Sustainable Resource Management and,<br />
during 2011, played an active part in developing<br />
a new MSc in Highways Maintenance, which<br />
will be delivered by The University <strong>of</strong> Brighton.<br />
The new course, the first <strong>of</strong> its kind in the UK,<br />
was developed as part <strong>of</strong> the SE7 Local Authority<br />
Initiative. The SE7 is a group <strong>of</strong> local authorities<br />
across south east England, including East Sussex,<br />
West Sussex, Kent, Hampshire, Surrey, Medway<br />
and Brighton & Hove. The SE7 looks at how these<br />
authorities can work together to save money and<br />
generate improvements.<br />
We have ensured the continuing development<br />
<strong>of</strong> our staff with an average <strong>of</strong> 3.3 training days<br />
delivered per person (2011: 3.3 days). We<br />
have continued delivery <strong>of</strong> the management<br />
and leadership programmes launched in 2010,<br />
building on our capability to ensure the future<br />
growth <strong>of</strong> the business. We continue to develop<br />
this platform for leadership excellence with<br />
further activity planned during 2012/13.<br />
Awards & recognition<br />
At the HEA Awards (formerly known as the<br />
ASLEC/HEMSA Awards), employee Ben Cartledge<br />
was named Trainee <strong>of</strong> the Year. Ben follows in the<br />
footsteps <strong>of</strong> employees Jack Emmett Hall, who<br />
won the award in 2010 and Matthew Fortune<br />
who won in 2009. Daniel Dyke was a finalist in the<br />
Experienced Operative category.<br />
Two May Gurney apprentices were nominated<br />
for a prestigious award in the 2011 National<br />
Construction College Awards, with Edd Bell being<br />
named Highways Maintenance Apprentice <strong>of</strong> the<br />
Year. Edd is the fourth May Gurney apprentice in<br />
the past seven years to win this award.<br />
The ‘Be the Best Awards’ – our employee<br />
recognition scheme – are given to those who<br />
act in a way that demonstrates that they are<br />
Safe, Honest, Innovative or Collaborative (our<br />
core values). Employees can be nominated<br />
by their peers, manager, clients or suppliers.<br />
The overall winner for 2011 was Tim Cartwright<br />
(Rail Services), who excelled in the ‘Safe’<br />
category. The runners up were Richard Allen<br />
(Environmental Services), Liz Bond (<strong>Group</strong><br />
Services), Ian Fawcus (Utility Services) and<br />
Leo Plant (Highway Services).<br />
Our Long Service Award recognises 25 years’<br />
service and this year 24 <strong>of</strong> our employees<br />
were recognised.<br />
May Gurney has long been an Investor in<br />
People and in 2011 achieved Bronze standard<br />
under the new framework guidelines. Work is<br />
being undertaken to build on this and generate<br />
further improvements to the way in which we<br />
manage and develop our staff, with a structured<br />
framework <strong>of</strong> capabilities and behaviours that<br />
reflect our vision and values.<br />
Communication & engagement<br />
We have an established internal communications<br />
strategy to ensure that our people have<br />
opportunities to make a contribution and<br />
influence change in the business. These include<br />
Employee Forums (organised at a local and<br />
national level); a monthly face-to-face Team Brief<br />
cascaded to everyone at May Gurney; weekly<br />
news updates; a quarterly employee newsletter,<br />
the MaG (available in print and online); intranet<br />
forums; tool-box talks and an <strong>annual</strong> Chief<br />
Executive’s Roadshow.<br />
The Chief Executive’s Roadshow took place in<br />
Exeter, Falkirk, Norwich, Stevenage and York<br />
during April and May where Philip Fellowes-<br />
Prynne and other members <strong>of</strong> the senior<br />
management team met with more than 250<br />
managers from across the <strong>Group</strong>. The aim <strong>of</strong><br />
the roadshow is to communicate the Company’s<br />
vision and to allow managers the opportunity to<br />
discuss key issues from around the business<br />
and then to cascade these to their teams. The<br />
feedback from participants has been very<br />
positive, with more than 98% <strong>of</strong> delegates saying<br />
that they had a clear understanding <strong>of</strong> our plans<br />
and priorities for the future, and were engaged<br />
and motivated by our vision.<br />
The results <strong>of</strong> our <strong>annual</strong> ‘Have Your Say’<br />
employee survey were very positive with<br />
scores the same or better in 29 <strong>of</strong> the 30 areas<br />
measured, compared to 2011. The overall<br />
response rate was 67% (2011: 70%).<br />
Since 2007, we have enabled our people to<br />
share in the success <strong>of</strong> the business through<br />
our Sharesave Scheme, which is available to<br />
employees who have been with the Company<br />
for a period <strong>of</strong> six months. In the year we<br />
also introduced a Share Incentive Plan.<br />
Both programmes will be rolled out again<br />
during the coming year. We also launched<br />
MGPlus, a shopping discount scheme for all<br />
May Gurney employees.<br />
Be the Best Award winner Tim Cartwright<br />
(right, pictured with Philip Fellowes-Prynne, CE).<br />
When an elderly lady accidentally drove onto the train<br />
tracks at Hingham Station in Suffolk, Tim acted quickly<br />
to stop trains in both directions, thus preventing a<br />
serious collision<br />
We have long been an Investor In People and in<br />
2011 achieved Bronze standard under the new<br />
framework guidelines<br />
Highways Maintenance Apprentice <strong>of</strong> the Year,<br />
Edd Bell (left), received his award from<br />
Ge<strong>of</strong>f Miller, ex-England cricketer<br />
30 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
31<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Corporate social responsibility review<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
RoSPA Gold Medal Award<br />
The health and safety <strong>of</strong> our workforce, and the<br />
communities where we work, is our priority. For<br />
the eighth year in succession, we have received a<br />
RoSPA Occupational Health & Safety Gold Award,<br />
a significant achievement for everyone<br />
Making sure everyone goes home safely<br />
More than 100 <strong>of</strong> May Gurney’s senior managers<br />
attended our <strong>annual</strong> Health & Safety conference<br />
to preview the evolution <strong>of</strong> our award-winning<br />
behavioural change programme, MAD (Making<br />
a Difference)<br />
1,800<br />
Health surveillance and wellbeing<br />
assessments carried out in 2011/12<br />
Equality & diversity<br />
Our goal is to create a working culture that<br />
respects the value <strong>of</strong> differences among<br />
colleagues and encourages individuals to<br />
contribute their best. We strive to ensure<br />
equality <strong>of</strong> access, process and outcomes<br />
within an environment that is inclusive,<br />
open, flexible and fair.<br />
Our 60 Diversity Ambassadors continue to<br />
embed best practice across the business –<br />
building on the training programme delivered<br />
to our managers. We also deploy a Work Life<br />
Balance Policy incorporating flexible working for<br />
all employees, together with a Sabbatical Policy<br />
for taking unpaid leave.<br />
From our workforce <strong>of</strong> 6,108 (at 31st March<br />
2012) 89% are men (2011: 90%) and 11%<br />
women (2011: 10%) – slightly less than the<br />
industry average. From declared data, 71%<br />
are white and 29% non-white.<br />
Health & safety<br />
The health and safety <strong>of</strong> our workforce, and<br />
the communities where we work, is our priority.<br />
Our goal is to make sure that everyone goes<br />
home safely – being safe is one <strong>of</strong> our core<br />
Company values:<br />
We aim to achieve zero health, safety and<br />
environmental incidents<br />
We take responsibility for the safety <strong>of</strong> the<br />
communities and environments where<br />
we work<br />
We train, coach and equip our employees<br />
to ensure their personal health and safety<br />
Our Health and Safety management systems set<br />
out our vision for the protection <strong>of</strong> our workforce<br />
and those affected by our operations. Our<br />
systems are both internally and externally audited<br />
and conform to international and domestic<br />
standards (BS 18001, ISO 9001 and 14001).<br />
To ensure our commitment to health, safety<br />
and the environment, our <strong>Group</strong> Safety, Health,<br />
Environment and Assurance Director <strong>report</strong>s to<br />
the Chief Executive and advises the Board.<br />
Performance measures are detailed throughout<br />
the organisation for health and safety, ensuring<br />
that all levels <strong>of</strong> management understand<br />
their role, responsibilities and accountabilities,<br />
therefore promoting best practice.<br />
Occupational health<br />
In partnership with our occupational health<br />
provider, we provide occupational health<br />
benefits for all May Gurney employees covering<br />
confidential health and wellbeing medicals and<br />
support and advice on healthy living. Through<br />
supporting our employees our goal is to reduce<br />
absence rates, ensure that best practice and<br />
legal compliance is maintained and to provide<br />
clear and timely advice to our managers.<br />
During 2011/12 we carried out over 1,800<br />
health surveillance and wellbeing assessments<br />
for our people as part <strong>of</strong> this occupational health<br />
programme.<br />
May Gurney has also launched ‘Health Matters’.<br />
It provides access to information, support and<br />
advice on a range <strong>of</strong> topics such as eating well,<br />
lowering your cholesterol, looking after your back,<br />
exercising and outdoor activities and preventing<br />
aches and pains whilst sitting at a desk in work.<br />
Awards<br />
For the eighth year in succession, May Gurney<br />
has received a RoSPA Occupational Health<br />
& Safety Gold Award, which is a significant<br />
achievement for our people. Founded in 1956,<br />
the RoSPA Occupational Health and Safety<br />
Awards scheme is the largest and longest<br />
running programme <strong>of</strong> its kind in the UK. It<br />
recognises commitment to accident and ill<br />
health prevention and is open to businesses and<br />
organisations <strong>of</strong> all types and sizes from across<br />
the UK and overseas. The scheme does not<br />
simply look at accident records, but also entrants’<br />
overarching health and safety management<br />
systems, including important practices such as<br />
strong leadership and workforce involvement.<br />
Innovation<br />
More than 100 <strong>of</strong> May Gurney’s senior managers<br />
attended our <strong>annual</strong> Health & Safety conference<br />
to preview the evolution <strong>of</strong> our award-winning<br />
behavioural change programme, MAD (Making<br />
a Difference). MAD, which was developed<br />
in-house, was launched in 2007 and has played<br />
a key role in driving behavioural change in health<br />
and safety across May Gurney. The re-energised<br />
programme will roll-out across the <strong>Group</strong> over the<br />
coming year.<br />
In order to create a safer working environment,<br />
we are working closely with one <strong>of</strong> our key<br />
supply chain partners, to develop a behavioural<br />
based drama called ‘Your Call’, specifically<br />
addressing the type <strong>of</strong> work we do and designed<br />
to engage our people. The play is based upon<br />
excavation works and describes an emergency<br />
response to a mains water-pipe leak. It depicts<br />
the conversations and behaviours <strong>of</strong> those<br />
undertaking the work, those managing the works<br />
and the systems and procedures that were either<br />
followed or not followed.<br />
<strong>Group</strong> Business Assurance Manual<br />
(GBAM)<br />
To further improve our governance and to ensure<br />
that our Vision and Values are incorporated into<br />
our operations, we have developed a framework<br />
document creating a set <strong>of</strong> 12 Core Principles<br />
underpinning our values. Each <strong>of</strong> these principles<br />
has a subset <strong>of</strong> performance principles that are<br />
used when developing <strong>Group</strong> Standard Operating<br />
Procedures (GSOPs). In essence this means that<br />
we live our values through operational excellence.<br />
Accident Frequency Rate (AFR)<br />
Our AFR is 0.53, a 15% improvement from last<br />
year (2010/11: 0.62) 1 . We have set key objectives<br />
and management plans in order to reduce this<br />
further in 2012/13 and going forward.<br />
Community investment<br />
Community impact is a key consideration for<br />
May Gurney because we deliver <strong>services</strong> directly<br />
to the public, which means that customer service<br />
and brand reputation are essential. These factors<br />
are also essential elements in our ‘place-based’<br />
approach to service delivery.<br />
The May Gurney Foundation<br />
The May Gurney Foundation (the ‘Foundation’<br />
www.mgfoundation.co.uk) was set up in 2009<br />
to support local community-based charities<br />
and good causes which help young people and<br />
the long-term unemployed get back into work,<br />
specifically focused on the local communities<br />
where we operate. The aim is to improve<br />
opportunities, including education, self-help,<br />
health and wellbeing, as well as supporting<br />
environmental issues.<br />
The work <strong>of</strong> the Foundation was formally<br />
recognised with the Community Impact Award<br />
at the Business in the Community (BITC) East <strong>of</strong><br />
England 2011 Awards for Excellence. The Award<br />
recognises ‘outstanding commitment to having<br />
a positive impact on society, the environment<br />
and the business through responsible business<br />
practice across the four disciplines <strong>of</strong> community,<br />
environment, marketplace and workplace’.<br />
During the year the Foundation has supported 17<br />
local community groups in East Anglia, Scotland,<br />
Surrey and Wales with grants, together with<br />
match-funding for 45 May Gurney employees.<br />
Kickstart Norfolk<br />
The May Gurney Foundation grant is used to provide<br />
equipment and training for people renting a scooter<br />
in rural areas <strong>of</strong> Norfolk to access work or training<br />
The work <strong>of</strong> the May Gurney Foundation was<br />
formally recognised with a Community Impact<br />
Award from Business in the Community (BITC)<br />
1<br />
In our 2011 Annual Report we quoted the AFR as 0.60.<br />
Following an operational review, this was revised to 0.62<br />
32 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
33<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Corporate social responsibility review<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Rag Tag ’n Textile Collective, Scotland<br />
The May Gurney Foundation grant is used to provide<br />
support, training and entry to employment for people<br />
recovering from mental illness – through training, work<br />
experience and volunteer placements<br />
24%<br />
In May Gurney’s Community Pride Index 2012,<br />
police <strong>of</strong>ficers were voted as Britain’s ‘Town<br />
Hall Heroes’ by 24 % <strong>of</strong> those polled saying<br />
that they provided the most valuable service in<br />
their community. They were followed by refuse<br />
collectors and local councillors (both with 12%<br />
<strong>of</strong> the vote) and school teachers (11%) 1<br />
Examples <strong>of</strong> grants awarded to local<br />
community groups<br />
Kickstart Norfolk provides motor scooters,<br />
equipment and training to help people <strong>of</strong> all<br />
ages living in rural areas to overcome their<br />
transport difficulties and access work-based<br />
training. The Foundation grant will be used to<br />
help 10 unemployed people, typically young<br />
and disadvantaged.<br />
The Hebron Trust provides specialist residential<br />
care for women with a life-threatening<br />
addiction to drugs or alcohol, to help them<br />
overcome that addiction. The Foundation grant<br />
will help fund the aftercare programme which<br />
helps them stay rehabilitated.<br />
The St John’s Housing Trust provides support<br />
and resettlement <strong>services</strong> for people who<br />
are vulnerable as a result <strong>of</strong> homelessness.<br />
The grant will be used to <strong>of</strong>fer a programme<br />
<strong>of</strong> voluntary work experience placements<br />
to boost employability and skills in Thetford<br />
(Norfolk) and a 19-week entry to employment<br />
programme for people who are long-term<br />
unemployed in Waveney (Suffolk).<br />
Workwise Suffolk rehabilitates and trains<br />
adults with short and long-term mental health<br />
problems in a genuine business environment<br />
and encourages self-esteem and personal<br />
development. The Foundation grant will be<br />
used to train two members <strong>of</strong> staff to become<br />
GOALS trainers to deliver the programme as<br />
part <strong>of</strong> their work placement, and also to other<br />
organisations working with marginalised adults,<br />
thereby motivating people on the path <strong>of</strong><br />
employment.<br />
The Haverhill Volunteer Centre in Suffolk<br />
recruits, supports, and trains people <strong>of</strong> all ages<br />
and abilities to volunteer in the community<br />
and work with charitable groups and statutory<br />
organisations to raise awareness <strong>of</strong> the benefits<br />
<strong>of</strong> volunteering. The Foundation grant will be<br />
used to help unemployed people gain work<br />
experience through volunteering in Haverhill<br />
and the surrounding area, thereby improving<br />
their chances <strong>of</strong> securing new employment.<br />
The Suffolk Befriending Scheme provides help<br />
and support to adults with learning disabilities,<br />
mental health problems and other vulnerable<br />
groups across the county. The Foundation<br />
grant will be used to provide four laptop<br />
computers to be used at the scheme’s APT<br />
(A Place to Talk) centres in Haverhill and<br />
Ipswich, thereby enabling them to <strong>of</strong>fer job<br />
clubs and IT training for people wishing to<br />
move into employment.<br />
Fly Cup Catering in Inverurie, Aberdeenshire,<br />
provides catering training, accredited NVQ<br />
qualifications and employment placements<br />
for adults with learning difficulties. Fly Cup’s<br />
main aim is to reduce social exclusion by<br />
providing people with transferable skills that<br />
will aid their trainees into work and more<br />
independent living. The Foundation grant is<br />
being put towards expanding and refurbishing<br />
the kitchen at their training facility, enabling<br />
them to help more people.<br />
Kirkshaws Neighbourhood Centre, in<br />
Coatbridge, North Lanarkshire is a<br />
community-based centre open six days a<br />
week <strong>of</strong>fering a wide variety <strong>of</strong> activities for<br />
local residents including cookery classes, IT<br />
training and a Work Club programme aimed<br />
at the young and long-term unemployed.<br />
The Foundation grant will be used to provide<br />
a Work Club for more than 200 people, with<br />
training sessions covering basic computer<br />
and job search skills, confidence building,<br />
self esteem, job interview skills and CV writing.<br />
The St Peter’s House Project in Redhill,<br />
provides guidance, advice and a variety <strong>of</strong><br />
support <strong>services</strong> for people living with HIV,<br />
including health advice, advocacy, benefit<br />
advice, employment advice, counselling,<br />
drop-in <strong>services</strong> and peer support groups.<br />
The Foundation grant will be used to provide a<br />
‘Back to Education, Training and Employment’<br />
(BETE) programme for people who are living<br />
with HIV.<br />
Surrey Care Trust’s vision is to transform the<br />
life chances and aspirations <strong>of</strong> local people.<br />
The Trust runs Social Training and Education<br />
Programmes in Surrey (STEPS) for underachieving<br />
young people. The Foundation<br />
grant will be used to fund a STEPS Ahead<br />
Programme – personal development,<br />
functional skills and vocational learning for<br />
unemployed young adults.<br />
SATRO (Science and Technology Regional<br />
Organisation) aims to engage and enthuse<br />
young people about all the opportunities in<br />
the world <strong>of</strong> work; providing them with the<br />
skills they will need to reach their full potential.<br />
The grant will be used to provide accredited<br />
training in construction, building <strong>services</strong> and<br />
engineering.<br />
SHIFA is a community group supporting Asian<br />
women in Woking, which organises activities<br />
to improve members’ self-confidence and<br />
develop skills. The Foundation grant will be<br />
used to provide sewing courses for an Asian<br />
women’s support group.<br />
The Construction Youth Trust in Cardiff<br />
works with young people to help them<br />
access training, education and employment<br />
opportunities. The Foundation grant will be<br />
used to fund ‘taster sessions’ targeting NEET<br />
(Not in Education, Employment or Training)<br />
people in deprived communities in Cardiff.<br />
The project aims to engage with those<br />
furthest from the workplace, many <strong>of</strong><br />
whom are third-generation unemployed.<br />
Care and Repair, in Port Talbot, supports<br />
older and disabled people through the<br />
sometimes difficult and complex process <strong>of</strong><br />
repairing, improving or adapting their homes.<br />
The service helps to overcome health and<br />
social care problems arising from inadequate<br />
housing. The Foundation grant will help<br />
deliver training for young people to learn the<br />
skills required for a minor maintenance and<br />
gardening scheme to help older and disabled<br />
people and their carers.<br />
Llamau, in South Glamorgan, delivers <strong>services</strong><br />
to vulnerable, socially excluded young people<br />
who are in danger <strong>of</strong> becoming homeless in<br />
South East Wales. The charity currently works<br />
in ten local authority areas in Wales, giving<br />
advice and support to help people build a more<br />
independent and sustainable way <strong>of</strong> life. The<br />
Foundation grant will fund an ongoing training<br />
project for young people who have struggled in<br />
educational environments to gain basic skills<br />
and accreditation.<br />
Employee match-funding<br />
In addition, the Foundation also supports<br />
May Gurney employees through an ongoing<br />
programme <strong>of</strong> match-funding. During the year<br />
the Foundation supported 45 employees from<br />
our operations across the UK to raise funds<br />
for a wide range <strong>of</strong> good causes including the<br />
Big C Appeal, Railway Children, Race for Life,<br />
Air Ambulance (in East Anglia, Lincolnshire<br />
and Nottinghamshire) and Leeds Mind.<br />
Ongoing community investment<br />
programmes<br />
May Gurney is working in partnership with<br />
HM Prisons (HMP) to develop a scheme<br />
called ‘Making Ground’ which <strong>of</strong>fers low-risk<br />
<strong>of</strong>fenders the opportunity to gain work<br />
experience on a day release basis. We are<br />
currently working with seven prisons<br />
(in Norfolk. Suffolk, Lincolnshire and Torbay),<br />
with more planned in the coming year.<br />
The ‘Making Ground’ scheme gives <strong>of</strong>fenders<br />
work experience in a real work place<br />
environment, something that does not happen<br />
whilst in custody. It also helps to bring back a<br />
level <strong>of</strong> self esteem that <strong>may</strong> well have been<br />
eroded since the start <strong>of</strong> their sentence.<br />
The scheme is in its early stages, but has already<br />
shown how successful it can be. We have given<br />
work experience to 22 prisoners and fixed<br />
contracts to five.<br />
Air Ambulance<br />
Employees this year raised £800 for the East Anglian Air<br />
Ambulance charity, this was match-funded by the May<br />
Gurney Foundation which brought the total to £1,600<br />
Kenya Cycle Challenge<br />
Employees Nichola Burr and Maria Wilson<br />
successfully completed the gruelling challenge<br />
and raised the staggering sum <strong>of</strong> £11,430 with<br />
help from the May Gurney Foundation<br />
1 <br />
The ‘May Gurney Community Pride Index 2012’.<br />
ICM polled British adults aged 18+ using an online<br />
methodology. The research was conducted in May 2012.<br />
34 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
35<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Corporate social responsibility review<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
14.8m<br />
The May Gurney Community Pride Index 2012<br />
reveals that the UK now has a volunteer army <strong>of</strong><br />
more than 14.8 million people who donate an<br />
average <strong>of</strong> 20 hours a month each to help run<br />
<strong>services</strong> in their local communities 1<br />
We have sponsored the May Gurney free<br />
events at the Norfolk and Norwich Festival<br />
for five successive years which attract more<br />
than 32,000 people<br />
Our support for the Norfolk & Norwich Festival<br />
(NNF), continues to be a key part <strong>of</strong> our local<br />
community investment programme in East<br />
Anglia. This is the fifth year we have sponsored<br />
the NNF’s outdoor free events programme<br />
– branded as ‘MG Free’ – which we have<br />
developed to attract and engage people <strong>of</strong> all<br />
ages and from every part <strong>of</strong> the local community.<br />
The NNF is the fourth largest arts festival in the<br />
UK and this year our MG Free events attracted<br />
more than 32,000 people.<br />
Once again, May Gurney was the main sponsor<br />
<strong>of</strong> Coast Along for Water Aid 2011 with two teams<br />
from the Company taking part – from Utility<br />
Services (Exeter) and Highway Services (East<br />
Sussex). More than 1,100 people took part,<br />
walking almost 250 coastal paths in Scotland,<br />
England and Wales.<br />
Sustainability<br />
& environment<br />
May Gurney has continued with its goal <strong>of</strong><br />
embedding sustainable thinking throughout<br />
its business management systems. We have<br />
developed a sustainability and environmental<br />
risk management policy and strategy which<br />
controls our improvement programme<br />
throughout the organisation.<br />
This strategy has three key action themes:<br />
delivering sustainable business growth;<br />
delivering sustainable efficiency; and improving<br />
environmental risk management. Key elements<br />
<strong>of</strong> the strategy have been delivered this year,<br />
including the overhauling <strong>of</strong> our governance<br />
<strong>of</strong> sustainability and strengthening the linkage<br />
between decision making and our grass-roots<br />
activities. We have also combined our systems<br />
for environmental risk management and<br />
sustainability, giving us an efficient and seamless<br />
process for delivering compliance and moving<br />
forward into deeper efficiency and sustainability.<br />
An important part <strong>of</strong> our strategy is to work more<br />
closely with our supply chain through improving<br />
sustainability processes and knowledge within<br />
our procurement function. Correspondingly, our<br />
procurement team is helping to streamline flows<br />
<strong>of</strong> data from our own suppliers to assist us in<br />
measuring our sustainability results.<br />
Currently, our environmental sustainability<br />
programme measures two key indicators<br />
– CO 2 and CO 2 per £m turnover. We have<br />
a goal to <strong>report</strong> other sustainability indicators<br />
specified within the Global Reporting Index<br />
(GRI) framework and a plan for achieving this<br />
level <strong>of</strong> <strong>report</strong>ing detail by the end <strong>of</strong> 2014.<br />
Our sustainability programme covers seven<br />
areas: carbon measurement and reduction,<br />
waste measurement and diversion, fuel and<br />
energy efficiency, renewable energy, sustainable<br />
resources, resource efficiency and supply chain<br />
sustainability, climate change adaptation and<br />
biodiversity and society.<br />
Carbon measurement and reduction<br />
May Gurney is in its fourth year <strong>of</strong> having a<br />
focused programme to manage its carbon<br />
emissions. We have been accredited by CEMARS<br />
since 2009 for our carbon management systems.<br />
Our carbon emissions relative to turnover fell from<br />
77.3 tonnes/£m in 2010/11 to 74.8 tonnes/£m<br />
in 2011/12 (estimated). Due to the growth <strong>of</strong><br />
our business and new contract mobilisations<br />
our absolute CO 2 emissions rose year-on-year<br />
to an estimated 49,741 tonnes (44,325 tonnes<br />
in 2010/11). These figures compare well with<br />
our baseline year <strong>of</strong> 2008/9, which had CO 2<br />
emissions <strong>of</strong> 42,746 tonnes and an intensity<br />
<strong>of</strong> 90.89 TCO 2e/£m.<br />
<br />
Waste measurement and diversion<br />
May Gurney is committed to optimising its use<br />
<strong>of</strong> materials within the waste hierarchy and a<br />
key element <strong>of</strong> this is bringing our end disposal<br />
<strong>of</strong> waste under better control, diverting more <strong>of</strong><br />
this material into internal re-use and external<br />
recycling.<br />
We have delivered significant improvements in<br />
waste at several <strong>of</strong> our contracts, transforming<br />
operations at depots in our new Lincolnshire<br />
operations and starting to achieve similar results<br />
within our Surrey contract. We have achieved our<br />
goal which was to have developed a system to<br />
measure directly (rather than estimate), all <strong>of</strong><br />
May Gurney’s operational waste by early 2012<br />
and will deploy that system over the next year.<br />
Fuel and energy efficiency<br />
As our vehicle fleet accounts for over 90% <strong>of</strong> our<br />
corporate carbon footprint, we have continued<br />
to focus on reducing our fleet CO 2. Based on<br />
work to update May Gurney’s innovative ‘SLIM<br />
UR CO 2’ programme, in 2012 we will launch an<br />
<strong>integrated</strong> programme to improve fuel efficiency<br />
and cut mileage within our commercial vehicle<br />
and company car fleets.<br />
In addition to improving fuel efficiency, we also<br />
aim to reduce the number <strong>of</strong> miles driven per<br />
unit <strong>of</strong> value delivered to our stakeholders.<br />
The transformative processes necessary for<br />
this are being spearheaded by our Business<br />
Improvement Teams. Our innovative work in<br />
Lincolnshire has enabled us to reduce our<br />
mileage per work crew by 10% in one year,<br />
thereby reducing CO 2 by around 133 tonnes,<br />
improving productivity and delivering more<br />
value for our client.<br />
There are also opportunities linked to the<br />
buildings and <strong>of</strong>fices across our operations.<br />
Our Sustainability Steering <strong>Group</strong> has developed<br />
a ‘Sustainable Office Toolkit’ which will highlight<br />
improvement opportunities and give best practice<br />
advice on reducing <strong>of</strong>fice and building energy.<br />
Renewable energy<br />
The area <strong>of</strong> renewables where May Gurney<br />
can make the biggest impact is in assisting our<br />
clients with the installation <strong>of</strong> renewable power<br />
generation plant, particularly in the Water<br />
Utilities market.<br />
To date we have installed seven new technology<br />
micro-hydro turbines for South West Water and<br />
we are developing an entirely new approach<br />
to hydro power which will open up new<br />
opportunities for low carbon power, but with<br />
significantly reduced capital investment.<br />
In fact the May Gurney technology promises<br />
to reduce the investment cost per tonne <strong>of</strong><br />
CO 2 saved by over 60% compared with the<br />
current market solution. We have also installed<br />
solar power systems in the West Country and<br />
we are investigating other opportunities in<br />
renewable power.<br />
In terms <strong>of</strong> May Gurney’s own energy demand,<br />
we currently procure renewable power for <strong>Group</strong>wide<br />
operations. We recognise that this power is<br />
not carbon-free but we are publicising this activity<br />
to raise awareness <strong>of</strong> the importance <strong>of</strong> support<br />
for the renewable energy market in the UK.<br />
Cemars<br />
May Gurney’s carbon footprint is third-party certified<br />
by the Achilles carbon reduction programme to<br />
the CEMARS standard (for the past four years).<br />
CEMARS is the world’s first internationally accredited<br />
greenhouse gas certification scheme to ISO 14065<br />
In 2012 we will launch an <strong>integrated</strong><br />
programme to improve fuel efficiency and<br />
cut mileage within our commercial vehicle<br />
and company car fleets. This will build on our<br />
previous innovative ‘SLIM UR CO 2’ programme.<br />
1 <br />
The ‘May Gurney Community Pride Index 2012’.<br />
ICM polled British adults aged 18+ using an online<br />
methodology. The research was conducted in May 2012.<br />
36 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
37<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Environmental champions<br />
This year we enjoyed triple success in the<br />
Green Apple Awards which recognise and reward<br />
environmental best practice around the world<br />
Our waste collection contract in Bristol has saved<br />
around 1,900 tonnes <strong>of</strong> plastic through recycling old<br />
wheelie bins as it replaces them with new ones<br />
Sustainable resources, resource<br />
efficiency and supply chain<br />
sustainability<br />
May Gurney continues to work with its clients and<br />
the supply chain to reduce the demand for virgin<br />
materials and to reduce the quantity <strong>of</strong> material<br />
that goes to waste.<br />
Our Highways and Utilities businesses are<br />
developing new processes for re-using existing<br />
on-site materials in the jobs they carry out. This<br />
exciting concept <strong>of</strong>fers the ultimate in resource<br />
efficiency and sustainable resources, essentially<br />
closing the loop and minimising the need for<br />
virgin materials. Our Highways contracts are<br />
trialling in-situ reconstitution <strong>of</strong> excavated<br />
footways, reducing the need for transport <strong>of</strong><br />
fresh, hot material from quarries and depots.<br />
Meanwhile, our contract to deliver an improved<br />
water supply pipeline for South West Water<br />
employed Early Contractor Involvement and<br />
innovative planning to recycle excavated<br />
materials back into the project, saving over<br />
37,000 tonnes <strong>of</strong> primary aggregates,<br />
1,100m 3 <strong>of</strong> concrete and cutting over<br />
156,000km <strong>of</strong> lorry journeys. The financial<br />
savings allowed the project to invest in<br />
enhancing the local environment and<br />
protect biodiversity in the River Plym.<br />
Our waste collection contract in Bristol has<br />
saved around 1,900 tonnes <strong>of</strong> plastic through<br />
recycling old wheelie bins as it replaces them<br />
with new bins. Most <strong>of</strong> this plastic saved will itself<br />
end up back on the streets as bins elsewhere in<br />
the country and we are talking with our suppliers<br />
to further develop this concept.<br />
We are also working hard within our waste<br />
collection contracts to improve the quality<br />
and range <strong>of</strong> materials that we collect and<br />
recycle from the households that we serve. Our<br />
contracts deliver recycling rates in the top 10%<br />
<strong>of</strong> UK performance, playing a significant role in<br />
delivering our national targets in this vital area.<br />
Climate change adaptation<br />
We are working across all <strong>of</strong> our contracts<br />
to ensure that they are prepared for climate<br />
variability and have appropriate plans agreed with<br />
our clients. This process is being carried out in<br />
accordance with international best practice.<br />
Biodiversity & society<br />
Our <strong>integrated</strong> sustainability and environmental<br />
risk management system allows us to identify<br />
risks and opportunities, delivering works which<br />
have lower impact on the local environment and<br />
the communities within which we work. This year<br />
we have developed and are deploying improved<br />
survey tools at site level and better training.<br />
These are helping our delivery teams to manage<br />
the habitats and organisms which are at risk<br />
<strong>of</strong> disruption during any works and to manage<br />
nuisance to local residents and communities.<br />
Our newest contract <strong>of</strong>ferings are integrating local<br />
community benefits, SMEs and the third sector<br />
to embed our delivery <strong>of</strong> sustainability down into<br />
local communities and the local economy.<br />
For example, we are exploring how we could<br />
assist communities in delivering and augmenting<br />
<strong>services</strong> that are aligned with our own, improving<br />
local quality <strong>of</strong> life.<br />
Public Sector<br />
Services division<br />
Our Public Sector Services division includes<br />
Highway Services, Environmental Services,<br />
Fleet & Passenger Services and Facility Services.<br />
Public Sector Services generated 60% <strong>of</strong><br />
<strong>Group</strong> revenues and 59% <strong>of</strong> EBITA in the year.<br />
Revenues have increased to £418.2 million<br />
(2011: £376.3 million), representing growth <strong>of</strong><br />
11.1%. Divisional EBITA stands at £17.8 million<br />
(2011: £17.3 million) with margins at 4.3%<br />
(2011: 4.6%) due to a high level <strong>of</strong> bidding<br />
and mobilisation costs, together with some<br />
operational challenges on the new Environmental<br />
Services contracts and in the Facility Services<br />
business, as previously announced.<br />
The addressable market is worth £12.5 billion<br />
per annum. Of this, around 38% is currently<br />
in-house, with pressures on public spending<br />
<strong>of</strong>fering good opportunities for increased<br />
outsourcing. May Gurney is a leading player<br />
across the public sector, with a significant<br />
market share and working with more than<br />
80 local authorities.<br />
Highway Services<br />
May Gurney is a leading highways maintenance<br />
<strong>services</strong> provider for local authorities. We<br />
maintain almost 35,000 kilometres <strong>of</strong> roads and<br />
more than 500,000 street lights and illuminated<br />
road signs across the UK. We deliver highway<br />
<strong>services</strong> to 20 local authorities – all under<br />
long-term contracts. Our core <strong>services</strong> include<br />
highways maintenance, street lighting and road<br />
surface dressing.<br />
The market for local authority highways<br />
maintenance in England is worth just under<br />
£3.0 billion per annum and our estimated share<br />
is 12%. The markets in Scotland and Wales are<br />
worth an additional £570 million per annum.<br />
The local authority street lighting market is worth<br />
around £780 million per annum, <strong>of</strong> which<br />
May Gurney has an estimated market share<br />
<strong>of</strong> 8% in England and 30% in London.<br />
As expected, the maintenance-focused<br />
activities provided by May Gurney have proved<br />
resilient in the face <strong>of</strong> a reduction in overall<br />
local authority highways spending, while<br />
capital projects – to which May Gurney is not<br />
exposed – have suffered a significant reduction<br />
in activity. Although we expect this trend to<br />
continue, the business is well positioned to<br />
react appropriately in the event <strong>of</strong> changes in<br />
our target markets.<br />
Performance<br />
Highway Services has delivered a good<br />
performance during the year, underpinned by its<br />
essential maintenance-based income streams,<br />
primarily driven by an increase in highways<br />
maintenance on the back <strong>of</strong> extra Government<br />
funding, a higher than anticipated additional<br />
spend by local authority clients and our clients’<br />
need to maintain existing assets due to reduced<br />
availability <strong>of</strong> capital.<br />
We have successfully completed the mobilisation<br />
<strong>of</strong> our new highways maintenance contracts with<br />
Surrey County Council, which have a combined<br />
value <strong>of</strong> up to £93 million over a six-year period<br />
(plus a possible four-year extension). We have<br />
resurfaced or repaired almost 300 miles <strong>of</strong> road<br />
– equivalent to the driving distance between<br />
London and Land’s End. Surrey’s roads are<br />
the fourth busiest in Britain and our contract<br />
with the Council saves taxpayers £4.1 million<br />
a year whilst providing faster and higher quality<br />
road improvements. Furthermore, in partnership<br />
with Surrey, we are exploring the benefits <strong>of</strong><br />
developing an expanded programme <strong>of</strong> roads’<br />
maintenance.<br />
East Sussex County Council has awarded an<br />
extension to its contract with May Gurney for<br />
a further three years, to August 2015, valued<br />
at up to £60 million. The contract has been<br />
remodelled, using new technology and working<br />
practices, to provide further cost savings and<br />
boost efficiency.<br />
Control Hub<br />
We have successfully mobilised our new highways<br />
maintenance contract with Surrey County Council<br />
which is saving taxpayers £4.1m a year<br />
38 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
39<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Performance <strong>report</strong><br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
41%<br />
In May Gurney’s Community Pride Index 2012,<br />
the majority <strong>of</strong> people we polled said that ‘roads’<br />
is the council service that most needs improving<br />
– more than any other local authority service<br />
area. This was followed by <strong>services</strong> for old<br />
people and hospitals and medical <strong>services</strong> 1<br />
Hot box vehicle<br />
The ‘hot box’ vehicle carries permanent hot<br />
material that can be used to carry out pot-hole<br />
repairs throughout the day<br />
During the year, May Gurney was awarded<br />
Harrow Council’s highways maintenance<br />
contract, valued at up to £50 million. Starting<br />
in April 2012, the initial contract period is for<br />
five years with an option to extend for a further<br />
two years. The contract has been awarded<br />
in three ‘bundled <strong>services</strong>’ lots and includes<br />
maintenance <strong>of</strong> the council’s key infrastructure<br />
assets – highways, carriageways, footways,<br />
streetlights, gullies and watercourses. As part<br />
<strong>of</strong> the contract, May Gurney will also undertake<br />
maintenance <strong>of</strong> highways infrastructure<br />
assets belonging to London Underground and<br />
Overground, as well as watercourses belonging<br />
to the Environment Agency.<br />
In Lincolnshire, May Gurney is carrying out a<br />
range <strong>of</strong> trials to help improve the efficiency and<br />
effectiveness <strong>of</strong> network repairs. New materials,<br />
equipment and operational processes are all<br />
being trialled and evaluated to ensure that they<br />
provide a durable repair, <strong>of</strong>fer a cost benefit over<br />
traditional methods and improve the image <strong>of</strong><br />
the highways maintenance service among the<br />
county’s residents. In addition, May Gurney’s<br />
established Lincolnshire highways operations<br />
are supporting a highways improvement scheme<br />
being delivered under the Lincolnshire Major<br />
Projects Framework which will help to create<br />
employment and business opportunities through<br />
improving access to Teal Business Park. The<br />
scheme also covers improvements to the A46.<br />
May Gurney’s specialist street lighting business,<br />
Cartledge, has been awarded a new long-term<br />
maintenance contract by our existing long-term<br />
client, Torbay Council. Cartledge, the UK’s third<br />
largest street lighting contractor, has been working<br />
in long-term partnerships with local authorities<br />
for more than 40 years. The contract with Torbay<br />
Council started on 1 April 2012 and is for an<br />
initial period <strong>of</strong> five years with a possible threeyear<br />
extension. It covers 17,000 street lighting<br />
units and is valued at between £4 million and<br />
£5 million.<br />
At the 2011 Highway Electrical Association<br />
Awards, (the street lighting industry ‘Oscars’)<br />
Cartledge won Large Contractor <strong>of</strong> the Year Award<br />
and Trainee <strong>of</strong> the Year. Cartledge was also highly<br />
commended in the Safety award, and a finalist in<br />
the Experienced Operative category.<br />
In Northamptonshire, MGWSP (a partnership<br />
between May Gurney and WSP) was named<br />
‘most innovative’ at the Council’s Celebrating<br />
Success Awards, voted for by council employees<br />
and anyone who lives and works in the County.<br />
MGWSP’s award was for the Northamptonshire<br />
Highways Maintenance Initiative, which has<br />
changed the way the partnership works and<br />
improved customer satisfaction and perception.<br />
During the year, as expected, we have<br />
de-mobilised our contracts with Essex County<br />
Council and West Sussex County Council.<br />
The effect <strong>of</strong> which has been largely <strong>of</strong>fset by<br />
increased activity in other areas – specifically,<br />
in Lincolnshire, Surrey and Harrow.<br />
Environmental Services<br />
May Gurney is the fourth largest provider <strong>of</strong><br />
municipal waste collection <strong>services</strong> in the UK,<br />
covering 2.2 million households. We work with<br />
19 local authorities to develop better waste<br />
collection strategies to extract the maximum<br />
value from recycled materials and reduce the<br />
amount <strong>of</strong> waste going to landfill. Our core<br />
<strong>services</strong> include kerbside recycling (MaGOS),<br />
refuse collections, street cleansing and the<br />
management <strong>of</strong> household waste recycling<br />
centres (HWRCs).<br />
The environmental <strong>services</strong> market is worth<br />
in the region <strong>of</strong> £3.1 billion per annum,<br />
complemented by the street cleansing market<br />
at £900 million per annum – which is becoming<br />
increasingly <strong>integrated</strong> within collection<br />
contracts. May Gurney has estimated market<br />
shares <strong>of</strong> 10% <strong>of</strong> the outsourced municipal<br />
collections market and 9% <strong>of</strong> the HWRC market.<br />
Key market drivers are the increase in landfill tax<br />
and local authority recycling targets.<br />
Our senior management and operational teams<br />
have moved swiftly to address the operational<br />
challenges on some <strong>of</strong> our newly-won contracts.<br />
We are confident that we have complete visibility<br />
<strong>of</strong> the issues and plans have been put in place<br />
to address them. As with our other long-term<br />
contracts, mobilisation costs are written <strong>of</strong>f as<br />
incurred and the impact <strong>of</strong> this, together with the<br />
fact that we are implementing transformational<br />
service change, means that margins improve as<br />
contracts mature.<br />
Performance<br />
In September, we secured Cheshire West &<br />
Chester Council’s new waste and recycling<br />
contract, which is valued at up to £126 million<br />
for a 14-year period, with the potential for an<br />
extension <strong>of</strong> a further seven years. The contract<br />
will enable the Council to harmonise collection<br />
arrangements across the new unitary borough, as<br />
well as maximising recycling volumes, minimising<br />
carbon emissions and reducing costs ahead <strong>of</strong><br />
the Council’s original target <strong>of</strong> 15% per annum.<br />
The contract is currently in mobilisation, with<br />
full-service roll-out scheduled for the summer.<br />
Bridgend County Borough Council (‘BCBC’)<br />
appointed May Gurney in April 2010 to deliver a<br />
new and improved waste and recycling service<br />
for local residents. In less than a year, Bridgend<br />
went from being the second worst performer for<br />
recycling among Wales’ 22 local authority areas to<br />
one <strong>of</strong> the best. BCBC was named Wales’ council<br />
recycling champion at the <strong>annual</strong> Cylch Awards<br />
and has also won a Gold Green Apple Award.<br />
Our long-term bundled <strong>services</strong> contract for<br />
Torbay – through TOR2, a joint venture between<br />
Torbay Council and May Gurney – continues to<br />
deliver on client expectations. By April 2011,<br />
just eight months after the new service was<br />
introduced, Torbay’s recycling rate had increased<br />
by 9%, representing a 25% improvement in<br />
performance. This puts Torbay well on the way<br />
to achieving the Government’s national recycling<br />
target <strong>of</strong> 50% in 2012 – a full eight years ahead<br />
<strong>of</strong> schedule.<br />
Our new contract for Bristol City Council’s<br />
waste collection, street cleansing and winter<br />
maintenance contract, which is valued at around<br />
£96 million over seven years, with a potential<br />
seven-year extension, is currently in the later<br />
stages <strong>of</strong> mobilisation, with full-service roll-out<br />
later in the year. The new service is expected<br />
to save the council around £2.5 million a year<br />
and help contribute towards the council’s goal<br />
<strong>of</strong> sending zero untreated waste to landfill within<br />
three years.<br />
North Somerset has the best recycling rate in the<br />
South West and the second best in the country,<br />
according to new Government figures – during<br />
the first quarter <strong>of</strong> 2011/12 North Somerset<br />
recycled almost 59% <strong>of</strong> its waste. Working under<br />
a seven-year contract, May Gurney took over<br />
responsibility for North Somerset Council’s waste<br />
and recycling contract in March 2010. Since<br />
then, the authority has seen a 58% increase<br />
in the amount <strong>of</strong> waste recycled or composted.<br />
A survey <strong>of</strong> residents has also shown that most<br />
are happy with the new waste regime, with 92%<br />
happy with the household collections and 94%<br />
<strong>of</strong> people satisfied with the recycling service.<br />
91% <strong>of</strong> residents are happy with the food waste<br />
collection service, while 95% welcome the<br />
garden waste service. The national average<br />
satisfaction rate is 78% for these <strong>services</strong>.<br />
Fleet & Passenger Services<br />
May Gurney is the UK’s leading provider <strong>of</strong><br />
end-to-end fleet management and passenger<br />
<strong>services</strong> to local authorities. We manage over<br />
6,000 specialist vehicles across 146 locations<br />
and carry more than 5,000 passengers a day<br />
(home to school, social <strong>services</strong>, demand<br />
response and corporate shuttle). The specialist<br />
vehicles we supply and manage include waste<br />
and recycling trucks, snow ploughs/gritters, street<br />
sweeping and cleaning vehicles, and HGVs.<br />
May Gurney is the UK leader in the local authority<br />
outsourced fleet <strong>services</strong> market with a share<br />
<strong>of</strong> 8%. This market is worth £730 million per<br />
annum, and remains highly fragmented. In the<br />
£3.1 billion local authority outsourced passenger<br />
<strong>services</strong> market, we are number five in the UK.<br />
Outsourcing rates in these markets currently<br />
stand at 50 to 60% respectively, <strong>of</strong>fering good<br />
opportunities for growth.<br />
Torbay recycling service<br />
Eight months after the new service was introduced,<br />
Torbay’s recycling rate had increased by 9%,<br />
representing a 25% improvement in performance<br />
94%<br />
94% <strong>of</strong> North Somerset’s residents<br />
are happy with the recycling service<br />
1 <br />
The ‘May Gurney Community Pride Index 2012’.<br />
ICM polled British adults aged 18+ using an online<br />
methodology. The research was conducted in May 2012.<br />
40 May Gurney Integrated Services plc<br />
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41<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Performance <strong>report</strong><br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
58%<br />
The Regulated Sector Services division<br />
delivered a 58% increase in EBITA<br />
Copeland Borough Council<br />
Under a ten-year fleet management contract we<br />
have helped Copeland Borough Council to become<br />
the first local authority in the country to introduce<br />
quieter and more environmentally-friendly refuse<br />
collection vehicles<br />
Performance<br />
The integration <strong>of</strong> TransLinc, which the Company<br />
acquired in November 2011, is proceeding<br />
to plan. During the period the Company has<br />
secured three significant contract extensions with<br />
a combined value <strong>of</strong> £8 million with Solutions SK,<br />
Trafford and Rotherham.<br />
This confirms our clients’ confidence in the<br />
extended capabilities <strong>of</strong> the combined <strong>Group</strong>.<br />
Since the year end, we have secured a new<br />
six-year contract with West Lancashire Borough<br />
Council for fully outsourced fleet management<br />
<strong>services</strong> valued at £4 million.<br />
Under a ten-year fleet management contract we<br />
have helped Copeland Borough Council to become<br />
the first local authority in the country to introduce<br />
quieter and more environmentally-friendly refuse<br />
collection vehicles. In trials, fuel reductions <strong>of</strong> up<br />
to 14% per vehicle were achieved – and there is<br />
also the promise <strong>of</strong> significant reductions in carbon<br />
emissions. In addition to the new refuse vehicles,<br />
we have also supplied five new tippers for the street<br />
cleansing service.<br />
In addition, we are benefiting from the integration<br />
<strong>of</strong> TransLinc’s operations with May Gurney’s<br />
existing plant and transport operations,<br />
specifically through the use <strong>of</strong> acquired fleet<br />
management systems and a strengthened<br />
management team.<br />
Facility Services<br />
May Gurney delivers facility <strong>services</strong> under<br />
long-term contracts for local authorities with a<br />
specific focus on the education sector (non-PFI)<br />
and regional frameworks.<br />
The performance within the Facility Services<br />
business, which represents £46.6 million (7%)<br />
<strong>of</strong> the Company’s turnover, proved disappointing.<br />
The business suffered certain supplier issues and<br />
steps are being taken to rectify this. As previously<br />
announced, this is a non-core activity and the<br />
Company is planning to fulfil its existing client<br />
obligations.<br />
Facility Services has ongoing work with the Smarte<br />
East framework, North Lincolnshire County<br />
Council and the London Borough <strong>of</strong> Lambeth.<br />
Regulated Sector<br />
Services division<br />
The Regulated Sector Services division generated<br />
40% <strong>of</strong> <strong>Group</strong> revenues and 41% <strong>of</strong> EBITA<br />
in the year. A strong operational performance<br />
has delivered a 58% increase in EBITA to<br />
£12.3 million (2011: £7.8 million). Divisional<br />
revenues increased by 42% to £277.1 million<br />
(2011: £195.1 million) with margins increasing<br />
to 4.4% (2011: 4.0%). This reflects a strong<br />
operational performance as AMP5 contracts have<br />
become fully operational, the integration <strong>of</strong> Turriff<br />
has been completed and there has been more<br />
work from British Waterways. Our Regulated<br />
Services division includes Utility Services, Rail<br />
Services and Waterways Services.<br />
This strong operational performance – particularly<br />
in M&E and R&M activities – was balanced by a<br />
small number <strong>of</strong> under-performing contracts in<br />
Scotland which have, as previously announced,<br />
been discontinued.<br />
The regulated <strong>services</strong> market is worth<br />
approximately £11.6 billion per annum,<br />
with periodic spending reviews in the rail and<br />
water sectors securing significant increases in<br />
expenditure. The primary market drivers are<br />
tw<strong>of</strong>old: ambitious targets for excellent customer<br />
service and the need for increased operational<br />
efficiencies.<br />
Utility Services<br />
May Gurney delivers utility maintenance and<br />
asset enhancement <strong>services</strong> in water, gas,<br />
power and telecommunications across the<br />
UK. Our core <strong>services</strong> include clean and waste<br />
water improvements, asset and infrastructure<br />
maintenance, multi-utility <strong>services</strong>, mechanical<br />
and electrical (M&E) design and maintenance,<br />
inspection and maintenance for bridges and<br />
masts, and design.<br />
Ofwat’s Final Determinations for the AMP5<br />
period (2010-2015) allows for average<br />
expenditure <strong>of</strong> £4.4 billion per annum across<br />
England and Wales, an increase <strong>of</strong> 32% on<br />
AMP4 levels, and there is a further £1.2 billion<br />
per annum in Scotland. There is a continued<br />
emphasis on capital maintenance, especially<br />
with the recent transfer <strong>of</strong> private drains and<br />
sewers (PDaS) to the water companies. The<br />
gas distribution market is worth £1.8 billion per<br />
annum. The new regulatory period, RIIO-GD1,<br />
starts in April 2013 and will be eight-years<br />
long with Ofgem’s focus on efficiency, safety,<br />
customer satisfaction and environmental issues.<br />
Performance<br />
We continue to see an excellent performance<br />
from our core water network and M&E teams,<br />
driven by the shift towards on-going R&M<br />
activities.<br />
The first half saw an increased workflow<br />
from the AMP5 contracts and the successful<br />
mobilisation <strong>of</strong> the Sewerage Services East<br />
Region maintenance contract for Severn<br />
Trent Water. In addition, responsibility for<br />
PDaS passed to the water companies, <strong>of</strong>fering<br />
potential new revenue opportunities. May<br />
Gurney is well placed in this new market,<br />
given its existing experience <strong>of</strong> community<br />
engagement and focus on customer service.<br />
The integration <strong>of</strong> Turriff is now complete,<br />
consolidating our position in water and gaining<br />
entry to the UK’s £1.8 billion gas market and<br />
Scotland’s £2.4 billion support <strong>services</strong> market.<br />
We have completed the mobilisation <strong>of</strong> the<br />
Scottish Water contract and are working in<br />
England for Southern Gas Networks, leveraging<br />
the resources <strong>of</strong> our utility <strong>services</strong> and highway<br />
<strong>services</strong> teams.<br />
We have successfully completed a high pr<strong>of</strong>ile<br />
gas mains replacement project in the heart <strong>of</strong><br />
Edinburgh. The project is part <strong>of</strong> Scotland Gas<br />
Networks’ policy replacement programme to<br />
replace all metallic gas pipes within 30 metres<br />
<strong>of</strong> property over 30 years. The project team<br />
utilised specialist equipment and techniques<br />
(provided by May Gurney’s underground moling<br />
<strong>services</strong>) including suction excavators, horizontal<br />
directional drilling and under-pressure drilling.<br />
Our first gas contract in England, for Southern<br />
Gas Networks, is underway. Working in East<br />
Sussex, we have been able to leverage our<br />
existing highways presence in the county to<br />
ensure better use <strong>of</strong> resources and more effective<br />
delivery on the ground. This is an excellent case<br />
study showcasing the benefits <strong>of</strong> our ‘placebased’<br />
approach.<br />
May Gurney was short listed for three <strong>of</strong> the six<br />
categories in the 2011 National Joint Utilities<br />
<strong>Group</strong> (NJUG) Awards, which recognise best<br />
practice in the street-works sector. We also<br />
secured the ‘Best Scheme Award’ in the 2011<br />
Anglian Water ‘We Love What You Do’ Awards<br />
and two <strong>of</strong> our employees received South West<br />
Water Pure Awards in recognition <strong>of</strong> service and<br />
consideration for the environment.<br />
May Gurney is becoming increasingly involved<br />
in the development <strong>of</strong> hydro-power generation<br />
for its clients in the water sector, where there<br />
are significant targets for generating renewable<br />
electricity. We have designed and installed<br />
hydro-generation turbines at five South<br />
West Water sites and are currently looking at<br />
additional sites. These are the first <strong>of</strong> many<br />
hydro-generation sites which will be released<br />
for tendering by UK water utility companies.<br />
Working on behalf <strong>of</strong> Wessex Water, May Gurney<br />
has successfully completed an impressive<br />
operation to construct a 620 cubic metre<br />
reservoir base in a single 13-hour concrete pour.<br />
The project team working on the gas mains<br />
replacement in the heart <strong>of</strong> Edinburgh utilised<br />
specialist equipment and techniques including<br />
suction excavators, horizontal directional drilling<br />
and under-pressure drilling.<br />
Having been nominated for two awards, we<br />
picked up the ‘Best Scheme Award’ in the 2011<br />
Anglian Water ‘We Love What You Do Awards’<br />
42 May Gurney Integrated Services plc<br />
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43<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Performance <strong>report</strong><br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
We have recently completed a major scheme <strong>of</strong><br />
works to extend the life <strong>of</strong> the existing structural<br />
steel platform canopies at Finsbury Park station in<br />
North London. The station has a footfall in excess<br />
<strong>of</strong> two million people per year and remained fully<br />
operational throughout our works<br />
The refurbishment and replacement <strong>of</strong> the ro<strong>of</strong> at<br />
Victoria Station in central London has been completed<br />
May Gurney is one <strong>of</strong> two framework partners<br />
delivering civil and MEICA (mechanical,<br />
electrical, instrumentation, control and<br />
automation) works for the £180 million<br />
Water Supply Grid, the largest project Wessex<br />
Water has ever undertaken. The reservoir will<br />
provide additional storage to allow for effective<br />
maintenance <strong>of</strong> Wessex Water’s existing assets<br />
without risk to supply and will support the<br />
operation <strong>of</strong> the new Grid Network.<br />
During the year, we were appointed to Welsh<br />
Water’s (‘Dwr Cymru’) £170 million major civil<br />
engineering framework. The contract started<br />
on 1 February 2012 and is for a period <strong>of</strong> four<br />
years with the option to extend <strong>annual</strong>ly for a<br />
further two years. A number <strong>of</strong> outsourcing<br />
partners are included within the framework,<br />
with work awarded subject to mini-tender<br />
processes amongst the framework participants.<br />
The work will comprise civil engineering works,<br />
maintenance, improvement and design <strong>services</strong><br />
across Welsh Water’s clean water and waste<br />
water assets.<br />
Rail Services<br />
We work in long-term partnership with our<br />
client, Network Rail, to deliver maintenance<br />
and refurbishment works on rail structures, rail<br />
property and in signalling. In addition, we work<br />
with Nexus (the Tyne & Wear Metro). We have<br />
a solid safety record and have won numerous<br />
awards for the quality <strong>of</strong> our delivery.<br />
Planned expenditure by Network Rail over<br />
Control Period 4 (2009-2014) is worth on<br />
average over £1 billion per annum. This is<br />
supplemented by enhancements expenditure,<br />
worth on average £2.3 billion per annum.<br />
Following the appointment <strong>of</strong> David Higgins,<br />
the release <strong>of</strong> the Value for Money Study by<br />
Sir Roy McNulty and the subsequent Command<br />
Paper, we continue to change to meet new<br />
demands. The industry drivers <strong>of</strong> increased<br />
collaboration, greater passenger influence and<br />
whole-life asset management play to our core<br />
strengths. Our rail capability will continue to<br />
evolve in this changing environment, founded<br />
on our core values and reputation.<br />
Performance<br />
Our long-term commitment to the Rail Industry<br />
is delivered through zero-value frameworks:<br />
Network Rail (NR) Building and Civil Delivery<br />
Partnerships; NR Type C Signalling Framework;<br />
Nexus Frameworks; and the British Railways<br />
Board (BRB) Frameworks. By forecasting<br />
changes in the client we have very successfully<br />
developed a competitive tendering capability and<br />
won several key projects, including an element <strong>of</strong><br />
the high-pr<strong>of</strong>ile collaborative Network Rail project<br />
on the GN/GE (Great Northern/Great Eastern)<br />
Joint Line between Peterborough and Doncaster.<br />
The refurbishment and replacement <strong>of</strong> the<br />
ro<strong>of</strong> at Victoria Station in central London has<br />
been completed. In addition, May Gurney has<br />
successfully completed a project to provide stepfree<br />
access to all platforms at Haymarket Station,<br />
Scotland’s third busiest railway station and the<br />
refurbishment <strong>of</strong> the Arnside Viaduct, a 52-span<br />
viaduct that was replaced in half the time <strong>of</strong> an<br />
identical project 5 years ago.<br />
Our work for Network Rail at Bishop’s Grange<br />
won the ‘Major Civil Engineering Award’ at the<br />
2011 National Rail Awards. The scheme was<br />
delivered ahead <strong>of</strong> schedule and is believed to be<br />
the fastest mainline bridge reconstruction carried<br />
out in the LNE (London & North East) area.<br />
May Gurney has started work under a new<br />
£6.5 million contract to replace 12 rail bridges<br />
located in the LNE region between Peterborough<br />
and Doncaster, on behalf <strong>of</strong> Network Rail, due for<br />
completion by the end <strong>of</strong> 2013. There is also the<br />
possibility <strong>of</strong> a number <strong>of</strong> additional structures<br />
being added to the contract.<br />
Working on behalf <strong>of</strong> Network Rail, May Gurney<br />
has recently completed a major scheme <strong>of</strong><br />
works to extend the life <strong>of</strong> the existing structural<br />
steel platform canopies at Finsbury Park station<br />
in North London. Finsbury Park is a major<br />
interchange with the London Underground and<br />
has an <strong>annual</strong> footfall in excess <strong>of</strong> two million<br />
people, with thousands <strong>of</strong> passengers passing<br />
through at peak times. The station remained<br />
fully operational throughout our works.<br />
The £3 million project, which started in<br />
January 2011, comprised the renewal <strong>of</strong> all<br />
existing canopy cladding systems, including<br />
waterpro<strong>of</strong>ing, drainage and lighting.<br />
May Gurney has been awarded a new framework<br />
contract to maintain redundant structures<br />
across the rail network in northern England and<br />
Scotland. The Major & Minor Works contract<br />
has been awarded by BRB Residuary Ltd,<br />
which is Government owned and falls under the<br />
jurisdiction <strong>of</strong> the Department for Transport. The<br />
framework is for a three-year period starting from<br />
April 2012, and is likely to be worth in the region<br />
<strong>of</strong> £3 million per annum. It covers all works north<br />
<strong>of</strong> a line drawn between the Humber and the<br />
Mersey, including Scotland.<br />
May Gurney is at the midway point <strong>of</strong> a<br />
£4.1 million project to refurbish one <strong>of</strong> the<br />
busiest stations on the Tyne & Wear Metro.<br />
May Gurney was appointed to the three-year<br />
Surface Stations’ Refurbishment Framework in<br />
2010, by Nexus, the Tyne and Wear Passenger<br />
Transport Executive. The current project<br />
involves the demolition and rebuilding <strong>of</strong> North<br />
Shields Metro Station, an important interchange<br />
providing bus, ferry and taxi links to other parts<br />
<strong>of</strong> the region. It is the sixth busiest commuter<br />
station in the north east, with more than two<br />
million people passing through every year.<br />
Waterways Services<br />
May Gurney continues to play an essential<br />
role in the regeneration, maintenance and<br />
renaissance <strong>of</strong> the UK’s waterways network.<br />
We deliver maintenance <strong>services</strong>, including<br />
mechanical, civil and electrical engineering for<br />
British Waterways (‘Glandwr Cymru’ in Wales)<br />
across the national canal and river network<br />
infrastructure and are its sole contractor.<br />
We also work closely with the Environment<br />
Agency in order to protect communities from<br />
coastal and river flooding by constructing and<br />
maintaining flood protection assets.<br />
We deliver over £20 million <strong>of</strong> work per annum<br />
for British Waterways (and its private partners).<br />
Government expenditure to improve flood<br />
defence and coastal management assets,<br />
through the Environment Agency, now accounts<br />
for £830 million per annum.<br />
Performance<br />
May Gurney has been awarded the MEICA<br />
framework for the northern and southern regions<br />
<strong>of</strong> England and Wales by British Waterways. This<br />
new contract is in addition to May Gurney’s<br />
existing £25 million per annum Omnibus<br />
contract with the same client. The framework,<br />
which started on 1 April 2012, will run for three<br />
years and is worth approximately<br />
£1 million per annum. It covers the<br />
maintenance, repair and emergency repair <strong>of</strong><br />
MEICA equipment on mechanised and manually<br />
operated assets located throughout the British<br />
Waterways network. These are typically powered<br />
or manually operated bridges and locks, although<br />
a number <strong>of</strong> bespoke assets and overhead<br />
cranes are included.<br />
Since the period end, we have secured a<br />
two-year extension to our Omnibus contract with<br />
British Waterways, valued at up to £40 million.<br />
Working on behalf <strong>of</strong> the Environment Agency,<br />
May Gurney has successfully completed a<br />
£1.9 million refurbishment project at King’s Lynn<br />
in Norfolk. The ‘Tail Sluice’ project started in April<br />
2009 and ran for three years during non-flooding<br />
times. The works, carried out in three <strong>annual</strong><br />
phases, comprised refurbishment <strong>of</strong> a major<br />
tidal sluice structure. All three phases were<br />
completed on budget and years two and three<br />
were completed ahead <strong>of</strong> programme.<br />
Working on behalf <strong>of</strong> British Waterways, May Gurney<br />
is undertaking a number <strong>of</strong> projects funded or partfunded<br />
by the ODA (Olympic Delivery Authority) in<br />
preparation for the London 2012 Olympic Games<br />
We have successfully completed a £1.9m<br />
‘Tail Sluice’ project which was completed<br />
ahead <strong>of</strong> time and on budget<br />
44 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
45<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Financial review<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
May Gurney has delivered another strong<br />
result for the year, continuing the <strong>Group</strong>’s<br />
track record <strong>of</strong> pr<strong>of</strong>itable growth, excellent<br />
cash generation and improved dividends.<br />
Mark Hazlewood<br />
<strong>Group</strong> Finance Director<br />
Dividend (pence per share)<br />
Five-year compound <strong>annual</strong> growth rate<br />
16.2%<br />
4.6<br />
5.1<br />
5.5<br />
6.6<br />
8.4<br />
2007/08 2008/09 2009/10 2010/11 2011/12<br />
Underlying EPS (pence per share)<br />
Five-year compound <strong>annual</strong> growth rate<br />
12.4%<br />
18.5<br />
20.5 21.9<br />
24.8<br />
29.5<br />
2007/08 2008/09 2009/10 2010/11 2011/12<br />
Total revenues grew by 22% to £695.3 million<br />
(2011: £571.4 million), with EBITA 1 up 20%<br />
to £30.1 million (2011: £25.1 million) and<br />
underlying earnings per share (EPS 2 ) increasing<br />
by 19% to 29.47 pence (2011: 24.77 pence).<br />
Adjusting for the acquisition <strong>of</strong> TransLinc in<br />
November 2011, underlying revenue and<br />
EBITA increased year-on-year by 19% and<br />
12% respectively.<br />
The <strong>Group</strong> has continued its track record<br />
<strong>of</strong> delivering excellent cash generation, with<br />
£42.4 million <strong>of</strong> cash generated from operations,<br />
equivalent to more than 100% <strong>of</strong> EBITA.<br />
The <strong>Group</strong> ended the year with gross cash<br />
<strong>of</strong> £31.0 million (2011: £36.2 million),<br />
short-term debt <strong>of</strong> £20.0 million and contractbacked<br />
finance leases <strong>of</strong> £60.2 million<br />
(2011: £25.3 million). We have no long-term debt.<br />
The year has seen substantial bid levels across<br />
the <strong>Group</strong> and we have increased the order book<br />
to £1.5 billion (including framework agreements)<br />
with potential contract extensions <strong>of</strong> a further<br />
£1.1 billion.<br />
We continue to enjoy long-term revenue<br />
visibility, with 76% <strong>of</strong> consensus 2012/13<br />
revenues covered by the order book. This<br />
has fallen from 90% at the same time last year,<br />
reflecting Network Rail’s change in procurement<br />
policy to mini-bids and the growth <strong>of</strong> M&E<br />
zero-value frameworks.<br />
The continued strong performance <strong>of</strong> the<br />
<strong>Group</strong> and our confidence in our prospects,<br />
has enabled the Board to continue its<br />
progressive dividend policy and to recommend<br />
a final dividend for the year <strong>of</strong> 5.63 pence per<br />
share, resulting in a total for the year <strong>of</strong> 8.42<br />
pence per share, up <strong>28</strong>% compared to 2011.<br />
Turnover<br />
The <strong>Group</strong>’s revenue for the year was £695.3<br />
million (2011: £571.4 million), an increase<br />
<strong>of</strong> 22%. Revenue before the inclusion <strong>of</strong> the<br />
acquired TransLinc revenues was £681.7 million,<br />
giving an underlying increase <strong>of</strong> 19%.<br />
This growth has been primarily driven by the full<br />
year effect <strong>of</strong> the acquisition <strong>of</strong> Turriff (completed<br />
in January 2011); strong performances in the<br />
long-term utility contracts, notably in M&E<br />
and R&M activities; the ramp-up <strong>of</strong> the new<br />
Environmental Services contracts; and increased<br />
local authority highways maintenance.<br />
Margins<br />
EBITA increased by 20% to £30.1 million (2011:<br />
£25.1 million) at a margin <strong>of</strong> 4.3% (2011: 4.4%).<br />
EBITA before the inclusion <strong>of</strong> TransLinc was<br />
£<strong>28</strong>.0 million, an underlying increase <strong>of</strong> 12%<br />
and a margin <strong>of</strong> 4.0%.<br />
The margin was affected in the year by the newly<br />
won Environmental Services contracts taking longer<br />
to reach their expected margins, a disappointing<br />
performance from Facility Services and a small<br />
number <strong>of</strong> under-performing contracts in Scotland<br />
(which have been discontinued).<br />
We have maintained our level <strong>of</strong> spend on<br />
bidding and contract mobilisations and continue<br />
to prudently write <strong>of</strong>f these costs as they are<br />
incurred. This approach, combined with the<br />
need to transition contracts to our improved<br />
processes, means that margins for the first<br />
year <strong>of</strong> a contract are typically lower, with<br />
improvements flowing in subsequent years.<br />
Our recent Environmental Services contracts<br />
with Bristol City and Cheshire West & Chester<br />
are still in the early stages <strong>of</strong> mobilisation.<br />
As previously announced, the speed in achieving<br />
expected margins in the newly-won Environmental<br />
Services contracts is being actively addressed by<br />
our operational teams. We continue to achieve<br />
recycling rates above client expectations and the<br />
corrective actions put in place mean that we are<br />
confident that we will see margin improvements<br />
to these long-term contracts.<br />
Public Sector Services EBITA margin was 4.3%<br />
(2011: 4.6%), the reduction being due to the high<br />
level <strong>of</strong> bidding and mobilisation costs incurred<br />
in the year, a higher proportion <strong>of</strong> new contracts<br />
and the challenges on the Environmental Services<br />
contracts. Public Sector <strong>services</strong> also includes<br />
the Facility Services business activity, which is<br />
no longer core to May Gurney, and where the<br />
financial performance has been disappointing.<br />
Regulated Sector Services EBITA margin was<br />
4.4% (2011: 4.0%) due to a strong operational<br />
performance – particularly in M&E and R&M<br />
activities – slightly <strong>of</strong>fset by a small number <strong>of</strong><br />
under-performing contracts in Scotland which<br />
have been discontinued.<br />
Pr<strong>of</strong>it before tax<br />
Underlying pr<strong>of</strong>it before tax 3 has risen by<br />
17% to £<strong>28</strong>.4 million (2011: £24.3 million).<br />
Underlying pr<strong>of</strong>it before tax and before the<br />
inclusion <strong>of</strong> TransLinc was £26.7 million.<br />
The <strong>Group</strong> had a net interest charge for the year<br />
<strong>of</strong> £1.7 million (2011: £0.8 million), primarily<br />
representing the cost <strong>of</strong> borrowings to complete<br />
the TransLinc acquisition and interest charges<br />
on additional finance leased assets used within<br />
the business.<br />
Pr<strong>of</strong>it before tax for the year increased by<br />
3% to £19.3 million (2011: £18.8 million).<br />
Earnings per share<br />
Underlying earnings per share (EPS) has<br />
increased by 19% to 29.47 pence (2011:<br />
24.77 pence). Underlying EPS is calculated by<br />
adding back shares held by employee trusts to<br />
the weighted average number <strong>of</strong> shares and by<br />
excluding amortisation and non-recurring costs.<br />
Cash<br />
The <strong>Group</strong>’s cash generation remains strong with<br />
cash generated in the year from operations <strong>of</strong><br />
£42.4 million (2011: £<strong>28</strong>.6 million), representing<br />
a conversion <strong>of</strong> more than 100% <strong>of</strong> EBITA.<br />
The <strong>Group</strong> ended the year with gross cash<br />
<strong>of</strong> £31.0 million (2011: £36.2 million) after<br />
funding the acquisition <strong>of</strong> TransLinc. Set<br />
against this was short-term debt <strong>of</strong> £20 million,<br />
giving a net cash 4 balance <strong>of</strong> £11.0 million<br />
(2011: £36.2 million).<br />
The business also employs finance leases to<br />
fund vehicles and plant dedicated for use within<br />
client contracts. The obligation to repay the<br />
capital and interest related to this asset financing<br />
is contained within the contracts where the<br />
assets are utilised. Therefore, we do not carry<br />
a repayment risk. As at March 2012, the total<br />
outstanding obligations under finance leases<br />
were £60.2 million, <strong>of</strong> which £<strong>28</strong>.3 million relates<br />
to assets within the acquired TransLinc business.<br />
Balance sheet<br />
The <strong>Group</strong>’s balance sheet remains strong<br />
at the year end, with net assets <strong>of</strong> £93 million<br />
(2011: £84 million). At the year end, we had<br />
short-term borrowings <strong>of</strong> £20 million, which were<br />
used to part-fund the acquisition <strong>of</strong> TransLinc.<br />
Investment in fixed assets in the year was £22.8<br />
million, primarily in our Environmental Services<br />
business on the back <strong>of</strong> the implementation <strong>of</strong><br />
new long-term contracts. Investment in these<br />
assets is secured against long-term contract<br />
revenue streams and the assets are matched<br />
with appropriate finance leases.<br />
At the time <strong>of</strong> the TransLinc acquisition, the<br />
Company increased its debt facilities to provide<br />
additional headroom and flexibility. In line with its<br />
strategy, the <strong>Group</strong> has no long-term debt.<br />
The <strong>Group</strong>’s IAS 19 pension fund deficit has<br />
been maintained at £0.4 million at 31 March<br />
2012 (2011: £0.4 million). A full (triennial)<br />
actuarial valuation as at 31 March 2011 has been<br />
completed. The defined benefit pension scheme<br />
acquired with the TransLinc acquisition shows<br />
an IAS 19 accounting surplus <strong>of</strong> £2.9 million<br />
as at March 2012. This surplus has not been<br />
consolidated onto the <strong>Group</strong>’s balance sheet.<br />
Dividends<br />
The <strong>Group</strong>’s progressive dividend policy, adopted<br />
in 2010, will be maintained. A final dividend <strong>of</strong><br />
5.63 pence per share (2011: 4.52 pence per<br />
share) is proposed and, if approved at the<br />
AGM, will be paid on 31 July 2012 to those<br />
on the register at 22 June 2012. This brings<br />
the total dividend for the year to 8.42 pence<br />
(2011: 6.60 pence), up <strong>28</strong>% on 2011.<br />
Cost management & business investment<br />
In line with its stated strategy to align its <strong>services</strong><br />
more closely with clients and focus on quality <strong>of</strong><br />
earnings, the Company has completed a review<br />
and restructuring <strong>of</strong> its operations, which started<br />
in May 2011. It has consolidated its operations<br />
into two market-facing divisions – Public Sector<br />
Services and Regulated Sector Services.<br />
Exceptional costs<br />
In the year, £4.9 million <strong>of</strong> exceptional costs were<br />
incurred. This included the £2.9 million invested<br />
in the business reorganisation described above,<br />
comprising largely <strong>of</strong> redundancy and termination<br />
costs. At the year end, £1.5 million <strong>of</strong> this had<br />
been paid in cash. The majority <strong>of</strong> the benefit<br />
derived to date from this, has been reinvested in<br />
the business. A further £2.0 million in exceptional<br />
costs has been expensed for fees and integration<br />
costs associated with the TransLinc acquisition.<br />
Accounting policies<br />
All our policies are IFRS compliant and remain<br />
consistent with the previous year.<br />
Employee Share Ownership Trusts<br />
The business operates an Employee Share<br />
Ownership Trust (ESOT) and an Employee Benefit<br />
Trust (EBT). Shares owned by the ESOT and by<br />
the EBT are shown as a reduction in reserves.<br />
1 <br />
EBITA is <strong>Group</strong> operating pr<strong>of</strong>it before amortisation and<br />
non-recurring costs after writing <strong>of</strong>f bidding and mobilisation<br />
3<br />
Pr<strong>of</strong>it before tax, amortisation and non-recurring costs<br />
46 May Gurney Integrated Services plc<br />
Annual Report and Accounts 2012<br />
costs as incurred<br />
2<br />
Underlying EPS is defined in Note 10<br />
4<br />
Excluding finance leases and including short-term bank loans<br />
May Gurney Integrated Services plc<br />
Annual Report and Accounts 2012<br />
47
Governance <strong>report</strong><br />
Board <strong>of</strong> Directors<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Baroness Margaret Ford<br />
Non-Executive Chairman<br />
Philip Fellowes-Prynne<br />
Chief Executive<br />
Mark Hazlewood<br />
<strong>Group</strong> Finance Director<br />
Ishbel Macpherson<br />
Non-Executive Director<br />
Tim Ross<br />
Senior Independent<br />
Non-Executive Director<br />
Andrew Walker<br />
Non-Executive Director<br />
Willie MacDiarmid<br />
Non-Executive Director<br />
Simon Howell<br />
Company Secretary<br />
Baroness Margaret Ford<br />
Non-Executive Chairman<br />
Appointment: Margaret Ford, the<br />
Baroness Ford <strong>of</strong> Cunninghame,<br />
was appointed to the Board as a<br />
Non-Executive Director in May 2011<br />
and as Non-Executive Chairman <strong>of</strong><br />
the Company in July 2011.<br />
Experience: Margaret was<br />
appointed a Working Peer in 2006<br />
and has extensive public company<br />
and public sector experience. Prior<br />
to joining May Gurney Margaret<br />
was Senior Independent Director <strong>of</strong><br />
Serco plc. Age 54.<br />
Committee membership: Chairman<br />
<strong>of</strong> May Gurney’s Nomination<br />
Committee and member <strong>of</strong> the<br />
Remuneration Committee.<br />
External appointments:<br />
Non-Executive Director <strong>of</strong><br />
Grainger Trust plc and Chairman<br />
<strong>of</strong> Barchester Healthcare Limited.<br />
Philip Fellowes-Prynne<br />
Chief Executive<br />
Appointment: Philip was appointed<br />
as a Director <strong>of</strong> May Gurney in April<br />
2008 and as Chief Executive <strong>of</strong> May<br />
Gurney in July 2008.<br />
Experience: Philip has a wealth <strong>of</strong><br />
experience in the infrastructure and<br />
support <strong>services</strong> sectors and prior<br />
to joining May Gurney he was Chief<br />
Executive <strong>of</strong> Accord plc. Age 50.<br />
Committee membership:<br />
Chairman <strong>of</strong> the Executive<br />
Management Team. As well<br />
as overall responsibility for the<br />
operational and commercial<br />
performance and strategic<br />
development <strong>of</strong> the Company,<br />
Philip also has Board responsibility<br />
for human resources and health<br />
and safety.<br />
External appointments: None.<br />
Mark Hazlewood<br />
<strong>Group</strong> Finance Director<br />
Appointment: Mark was appointed<br />
as a Director and <strong>Group</strong> Finance<br />
Director in March 2012.<br />
Experience: Mark joined May<br />
Gurney in November 2010 as<br />
<strong>Group</strong> Corporate Development<br />
Director. Mark is a chartered<br />
accountant and began his career<br />
at Coopers & Lybrand. Mark<br />
has extensive experience <strong>of</strong> the<br />
regulated and support <strong>services</strong><br />
sectors having held senior positions<br />
at South Staffordshire Water,<br />
Homeserve Emergency Services<br />
and Anglian Home Improvements<br />
<strong>Group</strong>. Age 45.<br />
Committee membership:<br />
Member <strong>of</strong> the Executive<br />
Management Team. Mark has<br />
overall Board responsibility for all<br />
financial functions <strong>of</strong> the <strong>Group</strong>,<br />
including corporate finance.<br />
External appointments: None.<br />
Ishbel Macpherson<br />
Non-Executive Director<br />
Appointment: Ishbel was appointed<br />
to the Board as a Non-Executive<br />
Director in April 2010.<br />
Experience: Ishbel has extensive<br />
City experience, specialising in UK<br />
mid-market corporate finance,<br />
and was a Head <strong>of</strong> UK Emerging<br />
Companies Corporate Finance at<br />
Dresdner Kleinwort Wasserstein<br />
from 1999 to 2005. Age 51.<br />
Committee membership: Chairman<br />
<strong>of</strong> May Gurney’s Audit Committee<br />
and a member <strong>of</strong> the Nomination<br />
and Remuneration Committees.<br />
Ishbel will succeed Tim Ross as<br />
Senior Independent Non-Executive<br />
Director in July 2012.<br />
External appointments:<br />
Non-Executive Chairman <strong>of</strong> Speedy<br />
Hire plc, senior Non-Executive<br />
Director <strong>of</strong> Hydrogen <strong>Group</strong> plc and<br />
a Non-Executive Director <strong>of</strong> Dignity<br />
plc and Yule Catto & Co plc.<br />
Tim Ross<br />
Senior Independent<br />
Non-Executive Director<br />
Appointment: Tim was appointed<br />
to the Board in 2002 and was Non-<br />
Executive Chairman <strong>of</strong> May Gurney<br />
from January 2005 to July 2008.<br />
Experience: Tim is a solicitor and<br />
past Director <strong>of</strong> George Wimpey<br />
plc and has extensive board and<br />
general management experience,<br />
having served on various company<br />
boards for many years. Age 63.<br />
Committee membership: Member<br />
<strong>of</strong> the Remuneration, Nomination<br />
and Audit Committees. Tim will<br />
retire from the Board at the<br />
Company’s Annual General<br />
Meeting in July 2012.<br />
External appointments:<br />
Non-Executive Chairman <strong>of</strong><br />
Hargreaves Services plc and<br />
Superglass Holdings plc, in addition<br />
to board positions with a number <strong>of</strong><br />
private and venture capital-backed<br />
companies. Chairman <strong>of</strong> the council<br />
<strong>of</strong> Clifton College and a member<br />
<strong>of</strong> the governing council <strong>of</strong> the<br />
University <strong>of</strong> Bristol.<br />
Andrew Walker<br />
Non-Executive Director<br />
Appointment: Andrew was<br />
appointed as a Non-Executive<br />
Director <strong>of</strong> May Gurney in<br />
January 2009.<br />
Experience: Andrew is an engineer<br />
with wide public company<br />
experience and was formerly Chief<br />
Executive <strong>of</strong> South Wales Electricity<br />
plc and McKechnie plc. Age 60.<br />
Committee membership: Chairman<br />
<strong>of</strong> May Gurney’s Remuneration<br />
Committee and a member <strong>of</strong> the<br />
Audit and Nomination Committees.<br />
External appointments: Non-<br />
Executive Chairman <strong>of</strong> Metalrax<br />
<strong>Group</strong> plc and holds Non-Executive<br />
Directorships at API <strong>Group</strong> plc,<br />
Manganese Bronze Holdings plc,<br />
Plastics Capital plc and Porvair plc.<br />
Willie MacDiarmid<br />
Non-Executive Director<br />
Appointment: Willie MacDiarmid<br />
was appointed to the Board as<br />
a Non-Executive Director in<br />
June 2012.<br />
Experience: Willie has had a long<br />
and successful business career<br />
and has extensive experience <strong>of</strong><br />
the regulated sector market. From<br />
2009 to 2011 Willie served as Chief<br />
Operating Officer and main Board<br />
Director <strong>of</strong> Eaga plc. Prior to that<br />
Willie held a number <strong>of</strong> senior<br />
roles at Scottish Power, including<br />
as Managing Director <strong>of</strong> its<br />
Retail Division. Age 51.<br />
Committee membership: Member<br />
<strong>of</strong> May Gurney’s Audit, Nomination<br />
and Remuneration Committees.<br />
External appointments: None.<br />
Simon Howell<br />
Company Secretary<br />
Appointment: Simon was appointed<br />
<strong>Group</strong> Company Secretary <strong>of</strong><br />
May Gurney in January 2009.<br />
Experience: Prior to joining May<br />
Gurney, Simon was Company<br />
Secretary <strong>of</strong> the AIM-listed company<br />
UBC Media <strong>Group</strong> plc. He is a<br />
Fellow <strong>of</strong> the Institute <strong>of</strong> Chartered<br />
Secretaries. Age 50.<br />
Committee membership: Secretary<br />
to the Board and all Committees<br />
<strong>of</strong> the Board. Secretary to the<br />
Executive Management Team.<br />
External appointments: None.<br />
48 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
49<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Report <strong>of</strong> the Directors<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
The Directors present their <strong>report</strong> and<br />
the audited financial statements for<br />
the year ended 31 March 2012.<br />
Business review and principal<br />
activities<br />
Details <strong>of</strong> the <strong>Group</strong>’s performance and activities<br />
during the year are contained in the overview<br />
and performance sections on pages 2 to 47.<br />
The principal activities <strong>of</strong> the <strong>Group</strong> during the<br />
year were infrastructure support <strong>services</strong>.<br />
The purpose <strong>of</strong> the Annual Report is to provide<br />
information to the members <strong>of</strong> the Company.<br />
The Annual Report contains certain forwardlooking<br />
statements with respect to the operation,<br />
performance and financial position <strong>of</strong> the<br />
Company. By their nature, these statements<br />
involve risk and uncertainty, since future events<br />
and circumstances can cause results and<br />
developments to differ from those anticipated<br />
and nothing in this Annual Report should be<br />
construed as a pr<strong>of</strong>it forecast.<br />
Results<br />
The results for the year and the <strong>Group</strong>’s financial<br />
position at the end <strong>of</strong> the year are shown in the<br />
attached financial statements.<br />
Future developments<br />
An indication <strong>of</strong> future developments is contained<br />
in the overview and performance sections on<br />
pages 2 to 47.<br />
Going concern<br />
Detailed cash flow forecasts are prepared and<br />
regularly reviewed by the Board to assess the<br />
<strong>Group</strong>’s financial position. The business is<br />
forecast to remain cash generative and to have<br />
adequate resources to meet its future obligations.<br />
The <strong>Group</strong>’s resources are supported by the<br />
strong order book at £1.5 billion.<br />
The Directors have a reasonable expectation that<br />
the <strong>Group</strong> has adequate resources to continue<br />
operating for the foreseeable future. On these<br />
grounds the Board has continued to adopt the<br />
going concern basis for the preparation <strong>of</strong> the<br />
financial statements.<br />
Dividends<br />
The Directors recommend a final dividend on<br />
ordinary shares <strong>of</strong> 5.63 pence per share, making,<br />
with the interim dividend <strong>of</strong> 2.79 pence per<br />
share, a total dividend <strong>of</strong> 8.42 pence per share.<br />
Directors and their interests<br />
in the shares <strong>of</strong> the Company<br />
The Directors who held <strong>of</strong>fice during the year<br />
were as follows:<br />
Margaret Ford (non-executive)<br />
Philip Fellowes-Prynne<br />
Mark Hazlewood<br />
Ishbel Macpherson (non-executive)<br />
Tim Ross (non-executive)<br />
David Sterry (non-executive)<br />
Matt Stevens<br />
Andrew Walker (non-executive)<br />
On 20 May 2011 Margaret Ford was appointed<br />
as a Non-Executive Director <strong>of</strong> the Company.<br />
Mark Hazlewood was appointed as a Director <strong>of</strong><br />
the Company on 14 March 2012.<br />
Willie MacDiarmid was appointed as a<br />
Non-Executive Director <strong>of</strong> the Company on<br />
1 June 2012.<br />
David Sterry retired as a Director <strong>of</strong> the Company<br />
on 6 July 2011 and Matt Stevens resigned as a<br />
Director <strong>of</strong> the Company on 14 March 2012.<br />
Details <strong>of</strong> the Directors’ interests in shares in the<br />
Company appear in the Directors’ Remuneration<br />
Report on pages 56 to 61.<br />
Directors’ liability insurance<br />
The Company maintains liability insurance for the<br />
Directors and <strong>of</strong>ficers <strong>of</strong> all <strong>Group</strong> companies.<br />
The Directors and <strong>of</strong>ficers have also been<br />
granted a qualifying third party provision under<br />
the Companies Act 2006. Neither the <strong>Group</strong>’s<br />
indemnity nor insurance provides cover in the<br />
event that a Director or Officer is proved to have<br />
acted fraudulently or dishonestly.<br />
Substantial interests<br />
As at 21 May 2012, the following interests in 3%<br />
or more <strong>of</strong> the Company’s ordinary share capital<br />
had been notified to the Company:<br />
Number Percentage<br />
<strong>of</strong> shares held<br />
David Sterry OBE 6,758,800 9.62<br />
& Mrs Wendy Sterry<br />
Chase Nominees 4,992,004 7.11<br />
Limited<br />
Europe Nominees 3,534,148 5.03<br />
Limited<br />
The Bank <strong>of</strong> New York 3,422,022 4.87<br />
(Nominees) Limited<br />
Robert Ian Findlater 2,950,000 4.20<br />
& Mrs Gillian Findlater<br />
Octopus Investments 2,614,734 3.72<br />
Nominees Limited<br />
BBHISL Nominees 2,400,000 3.42<br />
Limited<br />
State Street Nominees 2,312,869 3.29<br />
Limited<br />
Re-election <strong>of</strong> Directors<br />
In accordance with the Articles <strong>of</strong> Association<br />
Philip Fellowes-Prynne and Ishbel Macpherson<br />
will retire by rotation at the Company’s Annual<br />
General Meeting and, being eligible, <strong>of</strong>fer<br />
themselves for re-election. Mark Hazlewood<br />
was appointed as a Director on 14 March 2012<br />
and Willie MacDiarmid was appointed as a<br />
Non-Executive Director on 1 June 2012 and<br />
therefore, being eligible, <strong>of</strong>fer themselves for<br />
election at the Annual General Meeting. The<br />
Board has considered the requirements <strong>of</strong> the<br />
Combined Code in respect <strong>of</strong> these matters and<br />
believes that these members continue to be<br />
effective and to demonstrate their commitment<br />
to their roles, the Board and the <strong>Group</strong>. Tim<br />
Ross is retiring as a Director at the Company’s<br />
Annual General Meeting on 24 July 2012.<br />
Brief particulars <strong>of</strong> all Directors can be found<br />
on page 48 and 49.<br />
Fixed assets<br />
In the opinion <strong>of</strong> the Directors the market value<br />
<strong>of</strong> the freehold land and buildings does not<br />
differ substantially from the carrying value in the<br />
financial statements.<br />
Employee involvement<br />
The <strong>Group</strong> places considerable value on the<br />
involvement <strong>of</strong> its employees and encourages<br />
the development <strong>of</strong> employee involvement in<br />
each <strong>of</strong> its operating companies through formal<br />
and informal meetings. It is the <strong>Group</strong>’s policy<br />
to ensure that all employees are made aware <strong>of</strong><br />
significant matters affecting the performance <strong>of</strong><br />
the <strong>Group</strong> through the operation <strong>of</strong> employee<br />
forums, information bulletins, informal meetings,<br />
team briefings, internal newsletters and the<br />
<strong>Group</strong>’s website and intranet.<br />
Employment policy<br />
The <strong>Group</strong> is an Equal Opportunity Employer<br />
and its policy is to ensure that all employees and<br />
job applicants will be given equal opportunity,<br />
irrespective <strong>of</strong> their sex, race, ethnic origin,<br />
disability, age, marital status, sexual orientation or<br />
religious affiliation in all aspects <strong>of</strong> employment<br />
and training, and that no such person is placed<br />
at a disadvantage by requirements or conditions<br />
which cannot be shown to be justified.<br />
The <strong>Group</strong> encourages, where practicable, the<br />
employment <strong>of</strong> disabled people and the retention<br />
<strong>of</strong> those who become disabled during their<br />
employment with the <strong>Group</strong>.<br />
A number <strong>of</strong> employees are shareholders <strong>of</strong><br />
May Gurney Integrated Services plc. The <strong>Group</strong><br />
also operates an Employee Share Ownership<br />
Trust and an Employee Benefit Trust. Within<br />
the bounds <strong>of</strong> commercial confidentiality,<br />
management disseminates information to<br />
all levels <strong>of</strong> staff about matters that affect the<br />
progress <strong>of</strong> the <strong>Group</strong> and are <strong>of</strong> interest and<br />
concern to them as employees.<br />
Corporate responsibility policy<br />
The <strong>Group</strong>’s business impacts on the lives <strong>of</strong><br />
everyone who lives in, or uses, the communities<br />
it serves – now and in the future. Therefore, its<br />
corporate responsibility is to deliver social and<br />
environmental sustainability in everything it does.<br />
At May Gurney, corporate responsibility is much<br />
more than just a set <strong>of</strong> policies, it is delivered on<br />
the ground, every day through its operational<br />
teams working in partnership with its clients, their<br />
customers, supply chain and local communities.<br />
The <strong>Group</strong> creates value in five key areas,<br />
closely aligned to its stakeholders’ social and<br />
environmental sustainability agendas. These are:<br />
Climate Change (carbon reduction); Sustainable<br />
Resources (using resources responsibly);<br />
Community Investment (changing behaviours<br />
and helping to create a better society); Waste<br />
Minimisation (addressing the need to reduce<br />
waste); and Biodiversity & Ecosystems<br />
(developing a holistic approach to<br />
environmental management).<br />
The <strong>Group</strong> recognises the benefits <strong>of</strong><br />
sustainability and protecting the environment<br />
whilst delivering its <strong>services</strong> and associated<br />
activities. All <strong>Group</strong> activities are carried out<br />
in a way that manages environmental impact,<br />
fulfils opportunities to enhance the environment,<br />
prevents pollution, minimises waste, controls<br />
noise, uses materials and resources efficiently,<br />
and protects wildlife.<br />
The <strong>Group</strong> complies with environmental<br />
legislation and environmental codes <strong>of</strong> practice<br />
applicable to its industry.<br />
Health and safety policy<br />
It is <strong>Group</strong> policy to fulfil its duties under the<br />
Health and Safety at Work Act 1974 and all other<br />
associated acts and legal obligations applicable<br />
to the business. In order to achieve the standards<br />
required, line management aim to provide<br />
suitable and sufficient resources and properly<br />
trained supervision to ensure all work places can<br />
carry out their activities in a safe manner.<br />
It is the responsibility <strong>of</strong> the <strong>Group</strong>’s management<br />
at all levels to be conversant with the contents<br />
<strong>of</strong> the policy and to plan work such that<br />
foreseeable risks are identified and reduced to<br />
an acceptable level through the implementation<br />
<strong>of</strong> risk assessments. All employees must take<br />
care <strong>of</strong> the health and safety <strong>of</strong> themselves and<br />
actively participate and co-operate with the <strong>Group</strong><br />
to enable the <strong>Group</strong> to discharge its statutory<br />
responsibilities and fulfil its desire for continual<br />
improvement in all safety, health and welfare<br />
matters.<br />
The Bribery Act 2010<br />
The Bribery Act 2010 came into effect on 1 July<br />
2011. The objectives and provisions <strong>of</strong> the Act<br />
accord with the values May Gurney applies in all<br />
its business dealings and which are reflected in<br />
its policies and procedures already in place.<br />
As part <strong>of</strong> its compliance with the provisions <strong>of</strong><br />
The Bribery Act the Company’s policies and<br />
procedures were reviewed and appropriate<br />
information and training was provided to staff,<br />
with a view to ensuring ongoing compliance with<br />
the standards <strong>of</strong> the Act.<br />
Supplier payment policy<br />
The <strong>Group</strong> applies a policy <strong>of</strong> agreeing and<br />
clearly communicating terms and conditions<br />
for business transactions with its suppliers.<br />
Payment is then made in accordance with<br />
these terms, subject to terms and conditions<br />
being oup had 51 (2011: 58) days <strong>of</strong> purchases<br />
in trade payables.<br />
50 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
51<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Report <strong>of</strong> the Directors<br />
Corporate governance<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Key Performance Indicators<br />
Details <strong>of</strong> the <strong>Group</strong>’s Key Performance<br />
Indicators can be found on page 22.<br />
Risks and uncertainties<br />
Details <strong>of</strong> the risks and uncertainties faced by<br />
the <strong>Group</strong> can be found in the business review<br />
on pages 20 and 21.<br />
Treasury<br />
The <strong>Group</strong>’s financial instruments, other<br />
than derivatives, comprise cash and liquid<br />
investments and borrowings. The <strong>Group</strong> enters<br />
into derivatives transactions, namely forward<br />
foreign currency contracts, albeit infrequently,<br />
to manage the currency risks arising from the<br />
<strong>Group</strong>’s operations and its sources <strong>of</strong> finance.<br />
The <strong>Group</strong>’s foreign currency risk is minimal as<br />
the volume <strong>of</strong> foreign currency transactions is not<br />
significant. The <strong>Group</strong> currently has no derivative<br />
instruments and sees no immediate requirement<br />
for any.<br />
It is the <strong>Group</strong>’s policy that no speculative trading<br />
in financial instruments shall be undertaken. The<br />
use <strong>of</strong> financial instruments exposes the <strong>Group</strong><br />
to a number <strong>of</strong> risks, the main ones being credit<br />
risk, finance and liquidity risk, currency risk and<br />
interest rate risk. The Board reviews and agrees<br />
policies for managing each <strong>of</strong> these risks and<br />
they are summarised below.<br />
Credit risk<br />
The <strong>Group</strong>’s principal credit risk relates to<br />
recovery <strong>of</strong> amounts due under contracts.<br />
This risk is mitigated by regular application for,<br />
and certification <strong>of</strong>, works completed under<br />
contracted arrangements.<br />
Finance and liquidity risk<br />
The <strong>Group</strong>’s cash and liquid investments<br />
comprise cash and term deposits.<br />
Surplus cash resources are placed on deposit<br />
to maximise returns to the <strong>Group</strong>, whilst<br />
maintaining flexibility to meet day-to-day<br />
working capital requirements.<br />
Currency risk<br />
The <strong>Group</strong> is not exposed to currency risk.<br />
Interest rate risk<br />
The <strong>Group</strong> has fixed and floating rate finance<br />
lease commitments. In addition, the <strong>Group</strong> has<br />
a revolving credit facility with Lloyds Banking<br />
<strong>Group</strong> which was put in place at the time <strong>of</strong><br />
the Company’s acquisition <strong>of</strong> Senturion <strong>Group</strong><br />
Limited. Further information on exposure to<br />
interest rate risk is provided in Note 20.<br />
Donations<br />
The <strong>Group</strong> made charitable donations in the year<br />
<strong>of</strong> £176,444 (2011: £135,809). May Gurney<br />
has established an independent charitable<br />
foundation, The May Gurney Foundation,<br />
through which the <strong>Group</strong> channels much <strong>of</strong> its<br />
charitable donations. Further information on the<br />
activities <strong>of</strong> The May Gurney Foundation can be<br />
found in the corporate and social responsibility<br />
review on pages 30 to 38. The <strong>Group</strong> made no<br />
political donations during the year.<br />
Auditors<br />
The auditors, Grant Thornton UK LLP, have<br />
indicated their willingness under section 489 <strong>of</strong><br />
the Companies Act 2006 to continue in <strong>of</strong>fice<br />
and a resolution that they be re-appointed will be<br />
proposed at the Annual General Meeting.<br />
Directors’ responsibilities for the<br />
financial statements<br />
The Directors are responsible for preparing the<br />
Annual Report and the financial statements in<br />
accordance with applicable law and regulations.<br />
Company law requires the Directors to prepare<br />
financial statements for each financial year.<br />
Under that law the Directors have to prepare<br />
financial statements in accordance with<br />
International Financial Reporting Standards<br />
as adopted by the European Union (IFRSs).<br />
The financial statements are required by law<br />
to give a true and fair view <strong>of</strong> the state <strong>of</strong> affairs<br />
<strong>of</strong> the Company and <strong>of</strong> the pr<strong>of</strong>it or loss <strong>of</strong> the<br />
Company for that period.<br />
In preparing these financial statements,<br />
the Directors are required to prepare the financial<br />
statements on the going concern basis unless it<br />
is inappropriate to presume that the <strong>Group</strong> will<br />
continue in business.<br />
The Directors are responsible for maintaining<br />
proper accounting records that disclose with<br />
reasonable accuracy at any time the financial<br />
position <strong>of</strong> the Company and enable them to<br />
ensure that the financial statements comply<br />
with the Companies Act 2006. They are also<br />
responsible for safeguarding the assets <strong>of</strong> the<br />
Company and hence for taking reasonable steps<br />
for the prevention and detection <strong>of</strong> fraud and<br />
other irregularities.<br />
In so far as the Directors are aware:<br />
u there is no relevant audit information <strong>of</strong> which<br />
the Company’s auditors are unaware; and<br />
u the Directors have taken all steps that they<br />
ought to have taken to make themselves<br />
aware <strong>of</strong> any relevant audit information and<br />
to establish that the auditor is aware <strong>of</strong> that<br />
information.<br />
The Directors are responsible for the<br />
maintenance and integrity <strong>of</strong> the corporate<br />
and financial information included in the<br />
Company’s website. Legislation in the United<br />
Kingdom governing the preparation and<br />
dissemination <strong>of</strong> financial statements <strong>may</strong><br />
differ from legislation in other jurisdictions.<br />
By order <strong>of</strong> the Board<br />
Simon Howell<br />
Company Secretary<br />
11 June 2012<br />
Corporate Governance Code<br />
Compliance<br />
The Board is committed to maintaining high<br />
standards <strong>of</strong> corporate governance. Whilst the<br />
Company is not bound by the provisions <strong>of</strong> the<br />
UK Corporate Governance Code, the Board<br />
endeavours, so far as practical, to comply with<br />
the Code.<br />
The Board<br />
The Board comprises seven Directors, five<br />
<strong>of</strong> whom, including the Chairman, are Non-<br />
Executive Directors. The Directors believe that<br />
the Board continues to include an appropriate<br />
balance <strong>of</strong> skills and has the ability to provide<br />
effective leadership for the <strong>Group</strong>. Brief<br />
biographical details <strong>of</strong> the Directors are given<br />
on pages 48 and 49.<br />
Margaret Ford was appointed as a Director <strong>of</strong><br />
the Company on 20 May 2011 and became<br />
Non-Executive Chairman <strong>of</strong> the Company on<br />
6 July 2011. Mark Hazlewood was appointed<br />
as a Director <strong>of</strong> the Company on 14 March<br />
2012 and Willie MacDiarmid was appointed<br />
as a Director on 1 June 2012.<br />
David Sterry retired as Non-Executive Chairman<br />
and as a Director <strong>of</strong> the Company on 6 July 2011<br />
and Matt Stevens resigned as a Director on<br />
14 March 2012.<br />
Tim Ross is to retire from the Board at the<br />
Company’s Annual General Meeting on<br />
24 July 2012.<br />
The role <strong>of</strong> the Board<br />
The Board’s principal responsibility is to deliver<br />
shareholder value and provide an overall vision<br />
and leadership for the <strong>Group</strong>. It also has an<br />
oversight role, monitoring operational plans and<br />
ensuring internal controls and risk management<br />
are effective. There is a formal schedule <strong>of</strong><br />
matters reserved for the Board, which provides a<br />
framework for the Board to oversee the control <strong>of</strong><br />
the <strong>Group</strong>’s direction and affairs. These include the<br />
approval <strong>of</strong> the financial statements and dividends,<br />
strategy, acquisitions and disposals, major<br />
projects, contracts, delegated authorities, major<br />
capital expenditure, risk management strategies,<br />
health and safety and succession planning. Whilst<br />
the Board is responsible for the overall strategy <strong>of</strong><br />
the <strong>Group</strong> and regularly reviews strategy and the<br />
future <strong>of</strong> the business, the implementation <strong>of</strong> the<br />
strategy is delegated to the Chief Executive.<br />
Board processes<br />
All Directors have access to the advice and<br />
<strong>services</strong> <strong>of</strong> the Company Secretary and there is<br />
a procedure for Directors to seek independent<br />
pr<strong>of</strong>essional advice, in furtherance <strong>of</strong> their<br />
duties, at the Company’s expense. The Company<br />
Secretary is responsible for ensuring the Board<br />
procedures and applicable rules and regulations<br />
are followed. The Company Secretary, in<br />
consultation with the Chairman, ensures that the<br />
information presented to the Board is not only<br />
timely but <strong>of</strong> sufficient quality to enable members<br />
to make an informed decision.<br />
Board and Committee attendance<br />
In the year to 31 March 2012 the Board met<br />
eight times, including an <strong>of</strong>f-site meeting solely to<br />
discuss strategy. The Board and its committees<br />
also meets as required on an ad hoc basis to<br />
deal with urgent business, including in the case<br />
<strong>of</strong> the Board, the consideration and approval <strong>of</strong><br />
transactions. The table below lists the Directors’<br />
attendance at Board meetings and Committee<br />
meetings during the year to 31 March 2012.<br />
Re-election <strong>of</strong> Directors<br />
All Directors are subject to election by<br />
shareholders at the first AGM following<br />
appointment. In addition, all Directors are<br />
submitted for re-election at regular intervals <strong>of</strong><br />
not more than three years at the Annual General<br />
Meeting subject to continued satisfactory<br />
performance. At the Annual General Meeting in<br />
2011 Andrew Walker and Philip Fellowes-Prynne<br />
were re-elected to the Board and Margaret<br />
Ford was elected to the Board. Philip Fellowes-<br />
Prynne and Ishbel Macpherson are proposed<br />
for re-election and Mark Hazlewood and Willie<br />
MacDiarmid are proposed for election at the<br />
forthcoming AGM.<br />
The Company has adopted the Model Code<br />
for Directors’ dealings as applicable to AIM<br />
companies.<br />
Audit Remuneration Nomination<br />
Board Committee Committee Committee<br />
Executive Directors<br />
Philip Fellowes-Prynne 8 – – –<br />
Matt Stevens* 7 – – –<br />
Mark Hazlewood** 1 – – –<br />
Non-Executive Directors<br />
Margaret Ford*** 6 – 1 1<br />
Ishbel Macpherson 8 3 2 –<br />
Tim Ross 8 3 2 1<br />
Andrew Walker 7 3 1 1<br />
David Sterry**** 3 – 1 –<br />
Willie MacDiarmid***** – – – –<br />
* Matt Stevens resigned as a Director on 14 March 2012<br />
** Mark Hazlewood was appointed as a Director on 14 March 2012<br />
*** Margaret Ford was appointed as a Director on 20 May 2011<br />
**** David Sterry retired as a Director on 6 July 2011<br />
***** Willie MacDiarmid was appointed as a Director on 1 June 2012<br />
52 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
53<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Corporate governance<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Board performance and evaluation<br />
The Board is committed to evaluating its own<br />
performance. Each year the Board undertakes a<br />
formal evaluation <strong>of</strong> its own performance and that<br />
<strong>of</strong> its committees and individual Directors. The<br />
evaluation process is led by the Chairman and is<br />
used constructively as a mechanism to improve<br />
Board effectiveness, maximise strengths and<br />
tackle weaknesses.<br />
Committees <strong>of</strong> the Board<br />
The Board has established three committees,<br />
being the Audit Committee, the Remuneration<br />
Committee and the Nomination Committee,<br />
each <strong>of</strong> which operate within defined terms <strong>of</strong><br />
reference. The terms <strong>of</strong> reference were reviewed<br />
during the year for compliance with best practice.<br />
Membership <strong>of</strong> these committees as at the date<br />
<strong>of</strong> this <strong>report</strong> is shown below.<br />
Audit Committee<br />
The purpose <strong>of</strong> the Audit Committee is to<br />
provide formal and transparent arrangements for<br />
considering how to apply the financial <strong>report</strong>ing<br />
and internal control principles set out in the Code,<br />
and to maintain an appropriate relationship with<br />
the Company’s auditors.<br />
The Audit Committee consists <strong>of</strong> Ishbel<br />
Macpherson, as chairman, Tim Ross, Andrew<br />
Walker and Willie MacDiarmid. The Chairman<br />
and <strong>Group</strong> Finance Director and other senior<br />
management also attend committee<br />
meetings by invitation.<br />
The terms <strong>of</strong> reference for the Audit Committee,<br />
which are available at the Company’s website<br />
www.<strong>may</strong><strong>gurney</strong>.co.uk, give the committee<br />
responsibility for:<br />
u Monitoring the integrity <strong>of</strong> the financial<br />
statements <strong>of</strong> the Company, and any<br />
formal announcements relating to financial<br />
performance;<br />
u Reviewing significant financial <strong>report</strong>ing<br />
judgements and accounting policies;<br />
u Reviewing the effectiveness <strong>of</strong> the Company’s<br />
financial <strong>report</strong>ing and internal control systems;<br />
u Considering, and making recommendations<br />
to the Board in relation to the appointment,<br />
reappointment and removal <strong>of</strong> the Company’s<br />
auditors;<br />
u Monitoring the external auditor’s independence<br />
and effectiveness; and<br />
u Considering the requirements <strong>of</strong> the AIM rules.<br />
The Audit Committee has responsibility for<br />
monitoring the independence <strong>of</strong> the Company’s<br />
auditors, Grant Thornton UK LLP (‘Grant Thornton’).<br />
In accordance with auditing standards, Grant<br />
Thornton has advised the Company in writing<br />
that the firm is independent within the meaning<br />
<strong>of</strong> regulatory and pr<strong>of</strong>essional requirements and<br />
that the objectivity <strong>of</strong> the engagement partner<br />
and audit staff is not impaired. Having reviewed<br />
that opinion, the Board believes that the<br />
continuing provision to the <strong>Group</strong> <strong>of</strong> audit service<br />
has not compromised the independence <strong>of</strong> the<br />
auditors in relation to their audit <strong>of</strong> the affairs <strong>of</strong><br />
the Company and the <strong>Group</strong>.<br />
Audit Remuneration Nomination<br />
Committee Committee Committee<br />
Non-Executive Directors<br />
Margaret Ford – Member Chairman<br />
Willie MacDiarmid Member Member Member<br />
Ishbel Macpherson Chairman Member Member<br />
Tim Ross Member Member Member<br />
Andrew Walker Member Chairman Member<br />
Executive Directors<br />
Philip Fellowes-Prynne – – –<br />
Mark Hazlewood – – –<br />
Sums payable to Grant Thornton in relation to<br />
the 2012 audit were £168,000 and in relation<br />
to non-audit <strong>services</strong> provided in the year were<br />
£141,500. Non-audit <strong>services</strong> comprised the<br />
purchase <strong>of</strong> the Vendor Due Diligence work for<br />
Senturion <strong>Group</strong> Limited in connection with its<br />
acquisition by the <strong>Group</strong>.<br />
During the year the Audit Committee reviewed<br />
the terms <strong>of</strong> reference <strong>of</strong> the Committee and<br />
agreed a number <strong>of</strong> changes, including that the<br />
external auditor <strong>may</strong> not undertake non-audit<br />
work for the Company exceeding £30,000<br />
except with the prior consent <strong>of</strong> the Chairman <strong>of</strong><br />
the Audit Committee, and the Audit Committee<br />
must approve in advance any appointment <strong>of</strong><br />
the external auditor to undertake non-audit work<br />
which cumulatively exceeds 75% <strong>of</strong> the audit fee.<br />
Ernst & Young LLP have been appointed to<br />
advise the Company on non-audit matters,<br />
such as tax compliance and tax planning, and<br />
to provide advice to the Company on financial<br />
assurance and risk management.<br />
Internal audit<br />
The Company undertakes a regular review <strong>of</strong><br />
the audit and risk review processes that are<br />
in place across the <strong>Group</strong>. In May 2011 the<br />
Audit Committee considered recommendations<br />
arising from a review undertaken by Ernst &<br />
Young on the Company’s financial assurance<br />
arrangements. Following the Audit Committee’s<br />
review the Company has expanded its internal<br />
audit and financial assurance procedures.<br />
Nomination Committee<br />
The purpose <strong>of</strong> the Nomination Committee is<br />
to establish a formal, rigorous and transparent<br />
procedure for the appointment <strong>of</strong> new Directors<br />
to the Board.<br />
The committee comprises Margaret Ford, as<br />
chairman, Ishbel Macpherson, Tim Ross, Andrew<br />
Walker and Willie MacDiarmid and the committee<br />
meets formally as necessary and at least once<br />
each year. Margaret Ford was appointed as<br />
Chairman <strong>of</strong> the Nomination Committee on<br />
25 May 2012, succeeding Tim Ross.<br />
The terms <strong>of</strong> reference for the Nomination<br />
Committee, which are available at the Company’s<br />
website www.<strong>may</strong><strong>gurney</strong>.co.uk, give the<br />
committee responsibility for:<br />
u Evaluating the structure, size and composition<br />
(including the skills, knowledge and<br />
experience) <strong>of</strong> the Board and, as appropriate,<br />
preparing a description <strong>of</strong> the role and<br />
capabilities required;<br />
u Identifying, and nominating for approval by the<br />
Board, candidates to fill Board vacancies as<br />
and when they arise;<br />
u Reviewing the leadership needs <strong>of</strong> the Company,<br />
both executive and non-executive, with a view to<br />
ensuring the ability <strong>of</strong> the Company to complete<br />
effectively in the market;<br />
u Considering succession planning; and<br />
u Making recommendations to the Board<br />
concerning the composition <strong>of</strong> the audit<br />
and Remuneration Committees.<br />
Remuneration Committee<br />
The purpose <strong>of</strong> the Remuneration Committee is<br />
to establish a formal and transparent procedure<br />
for developing policy on executive remuneration<br />
and to set the remuneration packages for<br />
individual Directors. The Remuneration<br />
Committee comprises Andrew Walker, as<br />
chairman, Margaret Ford, Ishbel Macpherson,<br />
Tim Ross and Willie MacDiarmid. Andrew Walker<br />
was appointed as Chairman <strong>of</strong> the Remuneration<br />
Committee on 11 January 2012, succeeding<br />
Tim Ross. The committee’s <strong>report</strong> on Directors’<br />
remuneration <strong>may</strong> be found on pages 56 to 61.<br />
In addition to the Executive Directors’<br />
remuneration, the Remuneration Committee’s<br />
terms <strong>of</strong> reference, which are available at the<br />
Company’s website, www.<strong>may</strong><strong>gurney</strong>.co.uk,<br />
also extend to the top tier <strong>of</strong> senior management<br />
below the Board.<br />
Board balance and independence<br />
The Non-Executive Directors are appointed by the<br />
Board, on the recommendation <strong>of</strong> the Nomination<br />
Committee, for specified terms. They are subject<br />
to periodic reappointment by shareholders and<br />
statutory provisions regarding removal.<br />
Currently there are, in addition to the Chairman,<br />
four Non-Executive Directors on the Board. The<br />
Non-Executive Directors have significant external<br />
commercial experience and bring expert advice<br />
and strong judgement to the Board.<br />
The Board believes that the Non-Executive<br />
Directors are independent <strong>of</strong> management and<br />
have no business or other relationships which<br />
could materially interfere with the exercise <strong>of</strong> their<br />
independent judgement and that the relatively<br />
low value <strong>of</strong> shares held by Non-Executive<br />
Directors does not impair their independence.<br />
The roles <strong>of</strong> the Chairman and Chief Executive<br />
are separate and clearly defined.<br />
The Senior Independent Non-Executive Director<br />
is Tim Ross, who is available to meet with<br />
shareholders to address any concerns that<br />
cannot be dealt with through the Chief Executive<br />
or Chairman. Tim Ross has indicated his<br />
intention to retire as a Director at the Company’s<br />
Annual General Meeting on 24 July 2012. It is<br />
proposed to appoint Ishbel Macpherson as Senior<br />
Independent Non-Executive Director following the<br />
retirement <strong>of</strong> Tim Ross.<br />
The remuneration <strong>of</strong> the Non-Executive Directors<br />
and the Chairman is detailed in the Directors’<br />
Remuneration Report.<br />
Internal control and risk management<br />
The Board is responsible for establishing,<br />
reviewing and maintaining the <strong>Group</strong>’s systems<br />
<strong>of</strong> internal control and risk management and<br />
ensuring that these systems are effective for<br />
managing the business risk within the <strong>Group</strong>.<br />
The <strong>Group</strong> has established a framework for<br />
identifying, evaluating and managing significant<br />
risks faced by the <strong>Group</strong>. The <strong>Group</strong>’s internal<br />
control and risk management system is designed<br />
to safeguard shareholders’ investments and<br />
the <strong>Group</strong>’s assets whilst ensuring that proper<br />
accounting records are maintained. The <strong>Group</strong><br />
<strong>annual</strong>ly reviews the effectiveness <strong>of</strong> the risk<br />
management system and its internal controls.<br />
It is the responsibility <strong>of</strong> the management to<br />
ensure that the controls and procedures that<br />
operate within the framework are followed and<br />
that the Board is kept fully appraised <strong>of</strong> any risks<br />
and control issues, both operational and financial.<br />
The Board recognises that any system <strong>of</strong> internal<br />
control exists to minimise the risk <strong>of</strong> failure rather<br />
than eliminate it, and that any system <strong>of</strong> internal<br />
control can only provide reasonable, not absolute,<br />
assurance against material misstatement or loss.<br />
The risk management <strong>of</strong> joint ventures and<br />
strategic partnerships is agreed between the parties<br />
and periodic reviews carried out where appropriate.<br />
Executive Management Team<br />
The Executive Directors, Philip Fellowes-Prynne<br />
and Mark Hazlewood, the Managing Directors<br />
<strong>of</strong> the Public Sector Services, Regulated Sector<br />
Services and <strong>Group</strong> Services divisions, the <strong>Group</strong><br />
Strategy & Business Development Director,<br />
the <strong>Group</strong> Human Resources Director and the<br />
Company Secretary comprise the Executive<br />
Management Team which meets to deal with all<br />
executive business <strong>of</strong> the <strong>Group</strong> not specifically<br />
reserved to the Board or its other committees.<br />
The Director <strong>of</strong> Safety, Health, Environment<br />
and Assurance acts as an adviser to the<br />
Chief Executive. Other senior managers<br />
<strong>of</strong> the Company also attend the Executive<br />
Management Team by invitation.<br />
Relations with shareholders<br />
The Board is committed to a continuing dialogue<br />
with its shareholders. Following the announcement<br />
and presentation <strong>of</strong> the interim and year-end results,<br />
there are a series <strong>of</strong> formal meetings with institutional<br />
shareholders. These meetings enable the Executive<br />
Directors to appraise the investors <strong>of</strong> the <strong>Group</strong>’s<br />
business and future plans and the shareholders<br />
can communicate any concerns they <strong>may</strong> have.<br />
The Company’s brokers and financial PR advisers<br />
provide feedback from the shareholder and analyst<br />
meetings and present the results to the Board.<br />
The Company responds formally to all queries<br />
and requests for information from existing<br />
and prospective shareholders. In addition,<br />
the Chairman and Senior Independent Non-<br />
Executive Director are available to shareholders<br />
to ensure that any potential concerns can be<br />
raised directly. The <strong>Group</strong>’s investor relations<br />
section on its website contains information on the<br />
<strong>Group</strong>’s financial results and its stock exchange<br />
announcements. Additionally, the Annual<br />
General Meeting provides a useful interface<br />
with shareholders. All shareholders are invited<br />
to attend the Annual General Meeting and all<br />
members <strong>of</strong> the Board will be available at the<br />
meeting to answer questions. Full interim and<br />
<strong>annual</strong> <strong>report</strong>s are sent to all shareholders.<br />
This <strong>report</strong> has been approved by the Board and<br />
has been signed on behalf <strong>of</strong> the Board by:<br />
Simon Howell<br />
Company Secretary<br />
11 June 2012<br />
54 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
55<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Directors’ Remuneration Report<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
This <strong>report</strong> sets out the Company’s Remuneration<br />
Policy for Directors. It provides details <strong>of</strong> the<br />
Remuneration Committee and its duties<br />
relating to remuneration, a description <strong>of</strong> the<br />
Remuneration Policy <strong>of</strong> the Company and details<br />
<strong>of</strong> the remuneration <strong>of</strong> all Executive Directors<br />
and Non-Executive Directors for the year ended<br />
31 March 2012.<br />
An Ordinary Resolution to approve this <strong>report</strong> will<br />
be put to members at this year’s Annual General<br />
Meeting, but the Directors’ remuneration is not<br />
conditional upon the resolution being passed.<br />
Members <strong>of</strong> the Remuneration<br />
Committee<br />
The current members <strong>of</strong> the Remuneration<br />
Committee are:<br />
Andrew Walker (Chairman)<br />
Margaret Ford<br />
Willie MacDiarmid<br />
Ishbel Macpherson<br />
Tim Ross<br />
David Sterry retired as a member <strong>of</strong> the<br />
Remuneration Committee on 6 July 2011<br />
when he retired from the Board.<br />
Willie MacDiarmid was appointed as a member<br />
<strong>of</strong> the Remuneration Committee on 1 June 2012.<br />
Andrew Walker was appointed as Chairman <strong>of</strong><br />
the Remuneration Committee on 11 January<br />
2012, succeeding Tim Ross, who has indicated<br />
his intention to retire from the Board at the<br />
Company’s Annual General Meeting on<br />
24 July 2012.<br />
The terms <strong>of</strong> reference for the Remuneration<br />
Committee are available on the May Gurney<br />
website (www.<strong>may</strong><strong>gurney</strong>.co.uk).<br />
Executive Directors’<br />
Remuneration Policy<br />
The Remuneration Committee determines the<br />
overall remuneration package for each Executive<br />
Director, with the aim <strong>of</strong> attracting, motivating and<br />
retaining Executive Directors <strong>of</strong> a high calibre.<br />
To this end, the Remuneration Committee takes<br />
external independent advice where it considers it<br />
is appropriate to do so.<br />
Basic salary<br />
The salary <strong>of</strong> each Executive Director is<br />
determined by the committee, taking into<br />
account their personal performance and giving<br />
appropriate weight to the prevailing rates in the<br />
employment market for executives <strong>of</strong> comparable<br />
status, responsibility, skill, and position in other<br />
relevant companies. When determining Directors’<br />
salaries the committee is sensitive to pay and<br />
employment conditions throughout the Company.<br />
Executive Bonus Scheme<br />
Each <strong>of</strong> the Executive Directors participates in an<br />
<strong>annual</strong> bonus scheme. The payment <strong>of</strong> any such<br />
bonus is dependent upon the extent to which<br />
certain financial and non-financial targets and<br />
objectives <strong>of</strong> the <strong>Group</strong> are met, or exceeded.<br />
Such targets and objectives are determined by<br />
the Remuneration Committee in relation to each<br />
Director at the beginning <strong>of</strong> the financial year.<br />
Any such bonus is paid in the financial year<br />
following the period during which the targets and<br />
objectives have been met.<br />
Executive Directors are required to take onethird<br />
<strong>of</strong> any bonus in the form <strong>of</strong> an award over<br />
deferred shares under the terms <strong>of</strong> the May<br />
Gurney Deferred Share Bonus Plan (‘DSBP’).<br />
The DSBP is designed to aid retention, with the<br />
award vesting on the second anniversary <strong>of</strong> grant.<br />
Awards under the DSBP are subject to forfeiture<br />
on resignation within two years <strong>of</strong> grant. There<br />
are no further performance conditions once the<br />
award has been made. There is no dividend<br />
equivalent entitlement over the deferred period.<br />
The May Gurney Long-Term Incentive Plan<br />
(‘LTIP’)<br />
The Company operates a long-term incentive<br />
plan for Executive Directors and senior managers.<br />
The scheme is intended to align the interests<br />
<strong>of</strong> participating managers with shareholders by<br />
setting earnings per share targets measured over<br />
a three-year period.<br />
Awards take the form <strong>of</strong> nil cost options with<br />
an exercise price set at zero. The awards are<br />
granted by the trustee <strong>of</strong> the Employee Share<br />
Ownership Trust, upon recommendation by the<br />
Remuneration Committee.<br />
No employee is entitled to receive an award<br />
under the LTIP in any financial year if the market<br />
value <strong>of</strong> the ordinary shares subject to that award,<br />
when aggregated with the market value <strong>of</strong> the<br />
ordinary shares subject to all or any other awards<br />
made under the LTIP to that person in the same<br />
year, would exceed 100% <strong>of</strong> their <strong>annual</strong> salary.<br />
For the purpose <strong>of</strong> calculating this limit, the<br />
market value <strong>of</strong> ordinary shares subject to any<br />
award shall be taken to be their market value as<br />
at the date <strong>of</strong> grant <strong>of</strong> the award in question.<br />
The exercise <strong>of</strong> awards granted under the LTIP<br />
will in normal circumstances be conditional upon<br />
the achievement <strong>of</strong> objective performance targets<br />
set at the time <strong>of</strong> grant. Such performance targets<br />
shall be measured over a performance period<br />
(determined by the Remuneration Committee at<br />
the time <strong>of</strong> grant, but which shall not be less than<br />
three years) (the ‘Performance Period’). In 2011<br />
the Remuneration Committee undertook a review<br />
and consultation with regard to the performance<br />
conditions applying to awards. Following this<br />
review, the performance target applying to the<br />
grant <strong>of</strong> initial awards will be as follows:<br />
u In normal circumstances, an award cannot<br />
be exercised unless the average <strong>annual</strong><br />
percentage growth in adjusted earnings per<br />
share over the Performance Period is equal<br />
to the average <strong>annual</strong> percentage growth<br />
in the retail price index plus 3% over the<br />
Performance Period.<br />
u If the average <strong>annual</strong> percentage growth<br />
in adjusted earnings per share over the<br />
Performance Period is equal to the average<br />
<strong>annual</strong> percentage growth in the retail price<br />
index plus 3% over the Performance Period<br />
(the ‘Lower Target’), the award <strong>may</strong> be<br />
exercised as to 10% <strong>of</strong> the ordinary shares<br />
subject to the award (rounded down to the<br />
nearest whole number <strong>of</strong> ordinary shares).<br />
u If the average <strong>annual</strong> percentage growth<br />
in adjusted earnings per share over the<br />
Performance Period is equal to or greater<br />
than the average <strong>annual</strong> percentage growth<br />
in the retail price index plus 15% over the<br />
Performance Period (the ‘Upper Target’), the<br />
award <strong>may</strong> be exercised as to 100% <strong>of</strong> the<br />
ordinary shares subject to the award.<br />
u Where the average <strong>annual</strong> percentage growth<br />
in adjusted earnings per share falls between<br />
the Lower Target and the Upper Target, the<br />
number <strong>of</strong> ordinary shares over which an<br />
award <strong>may</strong> be capable <strong>of</strong> exercise shall be<br />
determined on a straight-line basis between<br />
10% and 100% <strong>of</strong> the ordinary shares subject<br />
to the award.<br />
For these purposes adjusted earnings per share<br />
shall be the earnings per share as shown in the<br />
consolidated audited accounts <strong>of</strong> the Company,<br />
subject to any adjustments as the Remuneration<br />
Committee, in its discretion considers reasonable<br />
including adjustments for exceptional pr<strong>of</strong>its or<br />
losses generated by the sale <strong>of</strong> fixed assets. If<br />
events occur which cause the Remuneration<br />
Committee to reasonably consider that a different<br />
or amended target would be a fairer measure <strong>of</strong><br />
performance, the Remuneration Committee <strong>may</strong><br />
recommend that the Trustee waives or amends<br />
the original performance target provided that any<br />
such amended target is not more difficult or easier<br />
to achieve than the original performance target.<br />
May Gurney Integrated Services plc Company<br />
Share Option Plan (‘CSOP’)<br />
All employees <strong>of</strong> the Company and any <strong>of</strong> its<br />
subsidiaries <strong>may</strong> be granted options over ordinary<br />
shares under the CSOP provided that they are not<br />
prohibited under the relevant legislation relating<br />
to HMRC approved company share option plans<br />
from being granted an option by virtue <strong>of</strong> having a<br />
material interest in the Company.<br />
The Remuneration Committee has absolute<br />
discretion to select the persons to whom options<br />
are to be granted and subject to certain limits set<br />
by HMRC in determining the number <strong>of</strong> shares<br />
subject to each option. No consideration is<br />
payable for the grant <strong>of</strong> an option.<br />
Each employee’s participation is limited so that<br />
the aggregate market value <strong>of</strong> shares subject to<br />
all options held by that individual and granted<br />
under the CSOP and any other HMRC approved<br />
company share option plan operated by the<br />
Company shall not exceed £30,000.<br />
The exercise price <strong>of</strong> an option is determined by<br />
the Remuneration Committee at the time <strong>of</strong> grant<br />
but <strong>may</strong> not be less than the greater <strong>of</strong> (a) the<br />
market value <strong>of</strong> the shares as agreed with HMRC<br />
and (b) the nominal value <strong>of</strong> a share.<br />
The exercise <strong>of</strong> options granted under the CSOP<br />
will be conditional upon the achievement <strong>of</strong> an<br />
objective performance target set at the time <strong>of</strong><br />
grant. The performance period will be three-years<br />
long from the first day <strong>of</strong> the financial year in<br />
which the option is granted and the performance<br />
target will be an earnings per share target. In<br />
2011 the Remuneration Committee undertook<br />
a review and consultation with regard to the<br />
performance conditions applying to awards.<br />
Following this review, the option will not be<br />
capable <strong>of</strong> exercise unless the average <strong>annual</strong><br />
percentage growth in earnings per share over<br />
the performance period is equal to the average<br />
<strong>annual</strong> percentage growth in retail price index<br />
plus 3% over the performance period.<br />
May Gurney Integrated Services plc<br />
Savings Related Share Option Scheme<br />
(‘Sharesave Scheme’)<br />
Participation in the Sharesave Scheme operated<br />
by the Company is <strong>of</strong>fered to all employees <strong>of</strong><br />
the Company and participating subsidiaries who<br />
have been employed for a continuous period<br />
which is determined by the Board <strong>of</strong> Directors.<br />
Under the Sharesave contract participating<br />
employees will save a regular sum each month<br />
for three years, <strong>of</strong> not less than £5 or more than<br />
£250/month. Employees who complete the threeyear<br />
savings contract <strong>may</strong> be entitled to a bonus<br />
from the building society or bank who is acting<br />
as the savings carrier. The bonus is fixed at the<br />
inception <strong>of</strong> the contract.<br />
An option to acquire ordinary shares in the<br />
capital <strong>of</strong> the Company will be granted to each<br />
eligible employee who enters into a Sharesave<br />
contract. The number <strong>of</strong> ordinary shares subject<br />
to such an option will be that number <strong>of</strong> ordinary<br />
shares which have an aggregate option price<br />
not exceeding the projected proceeds <strong>of</strong> the<br />
Sharesave contract including the bonus.<br />
No consideration is payable for the grant<br />
<strong>of</strong> an option.<br />
The option price per ordinary share will not be<br />
less than 80% <strong>of</strong> the market value <strong>of</strong> an ordinary<br />
share on the day on which invitations to apply for<br />
options are issued. Whilst the ordinary shares are<br />
traded on AIM, the market value <strong>of</strong> an ordinary<br />
share shall be agreed with HM Revenue &<br />
Customs (‘HMRC’) prior to the date <strong>of</strong> invitation.<br />
No option will be granted if as a result the<br />
aggregate nominal value <strong>of</strong> ordinary shares<br />
issued or issuable pursuant to options granted<br />
during the previous ten years under the<br />
Sharesave Scheme or any other employees share<br />
scheme or pr<strong>of</strong>it sharing scheme or employee<br />
share ownership plan adopted by the Company<br />
would require the issue <strong>of</strong> more than 10% <strong>of</strong><br />
the nominal value <strong>of</strong> the share capital <strong>of</strong> the<br />
Company in issue at that date.<br />
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Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Directors’ Remuneration Report<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
For the purposes <strong>of</strong> this limit, shares issued or<br />
then capable <strong>of</strong> issue pursuant to any options or<br />
other rights obtained on or prior to the date that<br />
the Company’s shares were first admitted to AIM<br />
and any share subject to an option which has<br />
lapsed or been surrendered will not be taken into<br />
account.<br />
The Sharesave Scheme provides the facility for<br />
the exercise <strong>of</strong> options to be satisfied by either the<br />
issue <strong>of</strong> ordinary shares, the transfer <strong>of</strong> ordinary<br />
shares held by trustees <strong>of</strong> an employee benefit<br />
trust or by the transfer <strong>of</strong> ordinary shares held<br />
in treasury. Until options are exercised, option<br />
holders have no voting or other rights in relation<br />
to the ordinary shares subject to those options.<br />
The Sharesave Scheme <strong>may</strong> be terminated at<br />
any time by resolution <strong>of</strong> the Board and shall in<br />
any event terminate on the tenth anniversary <strong>of</strong><br />
its adoption.<br />
May Gurney Integrated Services plc<br />
Share Incentive Plan (‘SIP’)<br />
Participation in the SIP operated by the Company<br />
is <strong>of</strong>fered to all employees <strong>of</strong> the Company<br />
and participating subsidiaries who have been<br />
employed for a continuous period which is<br />
determined by the Board <strong>of</strong> Directors. The SIP<br />
is an HMRC approved plan which is operated<br />
in conjunction with a UK resident trust that<br />
complies with the relevant HMRC legislation. The<br />
SIP provides a facility for employees to purchase<br />
ordinary shares in the Capital <strong>of</strong> the Company<br />
from their pre-tax salary (‘partnership shares’).<br />
In addition to partnership shares, the rules <strong>of</strong> the<br />
SIP also permit free shares and matching shares<br />
to be awarded to eligible employees.<br />
Defined Contribution Pension Scheme<br />
Philip Fellowes-Prynne and Mark Hazlewood<br />
are members <strong>of</strong> the May Gurney Defined<br />
Contribution Pension Scheme (the ‘Defined<br />
Contribution Scheme’). Philip Fellowes-Prynne<br />
and Mark Hazlewood are each entitled under<br />
their terms <strong>of</strong> engagement to an <strong>annual</strong> pension<br />
allowance <strong>of</strong> 15% <strong>of</strong> their basic salary. The<br />
Company contributes the pension allowance to<br />
the Friends Life Stakeholder Pension Scheme.<br />
The Company contributed a sum £46,000 and<br />
£2,000 towards Philip Fellowes-Prynne’s and<br />
Mark Hazlewood’s pension provision during<br />
the year, respectively. Life assurance cover <strong>of</strong><br />
four times basic salary is provided through a life<br />
assurance policy with Norwich Union (Aviva).<br />
Matt Stevens resigned as a Director <strong>of</strong> the<br />
Company on 14 March 2012, on which date the<br />
Company ceased contributions on his behalf to<br />
the May Gurney Defined Contribution Pension<br />
Scheme.<br />
Defined Benefit Pension Scheme<br />
David Sterry, who retired as a Director <strong>of</strong> the<br />
Company on 6 July 2011, is a member <strong>of</strong> the May<br />
Gurney Defined Benefit Pensions Scheme (the<br />
‘Defined Benefit Scheme’) (further information<br />
is given in Note <strong>28</strong> <strong>of</strong> the financial statements).<br />
David Sterry ceased to be an active member <strong>of</strong><br />
the Defined Benefit Pension Scheme on 4 August<br />
2008 when he retired as a full-time Executive <strong>of</strong><br />
the Company.<br />
Other Benefits<br />
Each <strong>of</strong> the Executive Directors is provided by<br />
the <strong>Group</strong> with a car for their use, or received<br />
an <strong>annual</strong> cash sum in lieu <strong>of</strong> such provision.<br />
Each <strong>of</strong> the Executive Directors <strong>may</strong> elect to<br />
have the Company make the benefits <strong>of</strong> private<br />
health insurance available for themselves and, if<br />
they choose, their spouse and/or children. The<br />
Company contributes to the relocation costs <strong>of</strong><br />
Directors where it considers this to be necessary<br />
to procure their <strong>services</strong>.<br />
Non-Executive Directors’<br />
Remuneration Policy<br />
The Chairman’s remuneration is determined<br />
by the Remuneration Committee and other<br />
Non-Executive Directors’ remuneration<br />
is determined by the Board. The level <strong>of</strong><br />
remuneration reflects the time commitment<br />
and responsibilities <strong>of</strong> the roles. During the<br />
year, the Board undertook a review <strong>of</strong><br />
Non-Executive Directors’ remuneration and<br />
adjusted them accordingly.<br />
Service Contracts<br />
Details <strong>of</strong> the Directors’ service agreements or letters <strong>of</strong> appointment are set out below:<br />
Date <strong>of</strong> Unexpired Notice period Notice period<br />
Directors agreement term by Company by Director<br />
Executive<br />
Philip Fellowes-Prynne 14 April 2008 – 12 months 6 months<br />
Mark Hazlewood (appointed 14 March 2012) 14 March 2012 – 12 months 12 months<br />
Matt Stevens (resigned 14 March 2012) 9 December 2009 – 12 months 6 months<br />
Non-Executive<br />
Margaret Ford (appointed 20 May 2011) 20 May 2011 11 months 3 months 3 months<br />
David Sterry (resigned 6 July 2011) 4 August 2008 – 3 months 3 months<br />
Willie MacDiarmid (appointed 1 June 2012) 1 June 2012 11 months 3 months 3 months<br />
Ishbel Macpherson 20 April 2010 10 months 3 months 3 months<br />
Tim Ross 4 August 2008 2 months 3 months 3 months<br />
Andrew Walker 22 December 2008 6 months 3 months 3 months<br />
Directors’ emoluments<br />
Salary/fees Bonus scheme Pension Other benefits Total 2012 Total 2011<br />
Directors £000 £000 £000 £000 £000 £000<br />
Executive<br />
Philip Fellowes-Prynne 305 100 46 13 464 410<br />
Mark Hazlewood (appointed 14 March 2012) 11 – 2 – 13 –<br />
Matt Stevens (resigned 14 March 2012) 201 67 30 11 309 249<br />
Ian Findlater (resigned 7 May 2010) – – – – – 63<br />
Non-Executive<br />
Margaret Ford (appointed 20 May 2011) 78 – – – 78 –<br />
Tim Ross 40 – – – 40 40<br />
Willie MacDiarmid (appointed 1 June 2012) – – – – – –<br />
Ishbel Macpherson (appointed 20 April 2010) 39 – – – 39 32<br />
Andrew Walker 35 – – – 35 30<br />
David Sterry (resigned 6 July 2011) 16 – – – 16 60<br />
David Galloway (resigned 7 July 2010) – – – – – 9<br />
Total 725 167 78 24 994 893<br />
The bonus figures above relate to payments received during the year ended 31 March 2012. It is not proposed to pay any bonuses under the Executive Bonus Scheme in<br />
connection with performance in the year ended 31 March 2012.<br />
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Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Directors’ Remuneration Report<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Long-Term Incentive Plan<br />
Directors held awards over ordinary shares under the May Gurney Long-Term Incentive Plan as follows:<br />
Date <strong>of</strong> Market value at Earliest Awarded at Awarded at<br />
Directors award date <strong>of</strong> award vesting date 1 April 2011 Granted in year Vested in year Lapsed in year 31 March 2012<br />
Philip Fellowes-Prynne 8 July 2008 236.00p 8 July 2011 126,984 – – 126,984 –<br />
8 July 2009 160.05p 8 July 2012 186,915 – – – 186,915<br />
8 July 2010 192.00p 8 July 2013 156,250 – – – 156,250<br />
8 July 2011 <strong>28</strong>2.00p 8 July 2014 – 108,510 – – 108,510<br />
Matt Stevens 15 December 2009 252.25p 15 December 2012 79,<strong>28</strong>6 – – 79,<strong>28</strong>6 –<br />
(resigned 14 March 2012) 8 July 2010 192.00p 8 July 2013 104,166 – – 104,166 –<br />
8 July 2011 <strong>28</strong>2.00p 8 July 2014 – 76,241 – 76,241 –<br />
Company Share Option Plan<br />
Directors held awards over ordinary shares under the May Gurney Company Share Option Plan as follows:<br />
Date <strong>of</strong> Market value at Earliest Awarded at Awarded at<br />
Directors award date <strong>of</strong> award vesting date 1 April 2011 Granted in year Vested in year Lapsed in year 31 March 2012<br />
Mark Hazlewood<br />
(appointed 14 March 2012) 8 July 2011 <strong>28</strong>2.00p 8 July 2014 – 3,546 – – 3,546<br />
Deferred Bonus<br />
Directors held awards over ordinary shares under the May Gurney Deferred Bonus Scheme as follows:<br />
Date <strong>of</strong> Market value at Earliest Awarded at Awarded at<br />
Directors award date <strong>of</strong> award vesting date 1 April 2011 Granted in year Vested in year Lapsed in year 31 March 2012<br />
Philip Fellowes-Prynne 8 July 2010 192.00p 8 July 2012 13,020 – – – 13,020<br />
8 July 2011 <strong>28</strong>2.00p 8 July 2013 – 17,730 – – 17,730<br />
Matt Stevens 8 July 2010 192.00p 8 July 2012 2,187 – – 2,187 –<br />
(resigned 14 March 2012) 8 July 2011 <strong>28</strong>2.00p 8 July 2013 – 11,702 – 11,702 –<br />
Savings Related Share Option Scheme<br />
Directors held awards over ordinary shares under the May Gurney Savings Related Share Option Scheme as follows:<br />
Date <strong>of</strong> Market value at Earliest Awarded at Awarded at<br />
Directors award date <strong>of</strong> award vesting date 1 April 2011 Granted in year Vested in year Lapsed in year 31 March 2012<br />
Matt Stevens<br />
(resigned 14 March 2012) 30 July 2010 159.00p 1 October 2013 5,660 – – 5,660 –<br />
Mark Hazlewood<br />
(appointed 14 March 2012) 30 July 2011 219.00p 1 October 2014 – 4,121 – – 4,121<br />
Share Incentive Plan<br />
Directors held ordinary shares under the May Gurney Integrated Services plc Share Incentive Plan (SIP) as follows:<br />
Date <strong>of</strong> Market value at Awarded at Awarded at<br />
Directors award date <strong>of</strong> award 1 April 2011 Granted in year Vested in year Lapsed in year 31 March 2012<br />
Philip Fellowes-Prynne 30 July 2011 <strong>28</strong>2.00p<br />
– 31 March 2012 – 299.90p – 259 – – 259<br />
Directors’ interests in shares<br />
The interests <strong>of</strong> the Directors (including their spouses’ interests) in the shares <strong>of</strong> the Company at 31 March 2012 were as follows:<br />
5p ordinary shares<br />
5p ordinary shares<br />
Directors at 31 March 2012 at 31 March 2011<br />
Beneficial<br />
Philip Fellowes-Prynne 1 29,759 29,500<br />
Mark Hazlewood – –<br />
Margaret Ford 18,165 –<br />
Tim Ross 100,000 200,000<br />
Ishbel Macpherson 21,900 5,000<br />
Andrew Walker 7,500 7,500<br />
Willie MacDiarmid who was appointed as a Director on 1 June 2012 has no interest in the ordinary shares <strong>of</strong> the Company.<br />
1<br />
Philip Fellowes-Prynne’s interest in the shares <strong>of</strong> the Company at 31 March 2012 includes 259 shares held under the May Gurney Integrated Services plc Share Incentive Plan.<br />
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Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Financial statements<br />
Independent auditor’s <strong>report</strong> to the members<br />
<strong>of</strong> May Gurney Integrated Services plc<br />
<strong>Group</strong> income statement<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
We have audited the financial statements <strong>of</strong><br />
May Gurney Integrated Services plc for the<br />
year ended 31 March 2012 which comprise<br />
the <strong>Group</strong> income statement, the <strong>Group</strong><br />
statement <strong>of</strong> comprehensive income, the <strong>Group</strong><br />
and Parent Company statements <strong>of</strong> changes<br />
in equity, the <strong>Group</strong> and Parent Company<br />
statements <strong>of</strong> financial position, the <strong>Group</strong><br />
and Parent Company statements <strong>of</strong> cash flows<br />
and the related notes. The financial <strong>report</strong>ing<br />
framework that has been applied in their<br />
preparation is applicable law and International<br />
Financial Reporting Standards (IFRSs) as<br />
adopted by the European Union and as regards<br />
the Parent Company financial statements, as<br />
applied in accordance with the provisions <strong>of</strong> the<br />
Companies Act 2006.<br />
This <strong>report</strong> is made solely to the Company’s<br />
members, as a body, in accordance with Chapter<br />
3 <strong>of</strong> Part 16 <strong>of</strong> the Companies Act 2006. Our<br />
audit work has been undertaken so that we might<br />
state to the Company’s members those matters<br />
we are required to state to them in an auditor’s<br />
<strong>report</strong> and for no other purpose. To the fullest<br />
extent permitted by law, we do not accept or<br />
assume responsibility to anyone other than the<br />
Company and the Company’s members as a<br />
body, for our audit work, for this <strong>report</strong>, or for the<br />
opinions we have formed.<br />
Respective responsibilities <strong>of</strong> Directors<br />
and auditors<br />
As explained more fully in the Directors’<br />
Responsibilities Statement set out on page 52,<br />
the Directors are responsible for the preparation<br />
<strong>of</strong> the financial statements and for being<br />
satisfied that they give a true and fair view. Our<br />
responsibility is to audit and express an opinion<br />
on the financial statements in accordance with<br />
applicable law and International Standards on<br />
Auditing (UK and Ireland). Those standards<br />
require us to comply with the Auditing Practices<br />
Board’s (APB’s) Ethical Standards for Auditors.<br />
Scope <strong>of</strong> the audit <strong>of</strong> the financial<br />
statements<br />
A description <strong>of</strong> the scope <strong>of</strong> an audit <strong>of</strong> financial<br />
statements is provided on the APB’s website at<br />
www.frc.org.uk/apb/scope/private.cfm.<br />
Opinion on financial statements<br />
In our opinion:<br />
u the financial statements give a true and fair<br />
view <strong>of</strong> the state <strong>of</strong> the <strong>Group</strong>’s and <strong>of</strong> the<br />
Parent Company’s affairs as at 31 March 2012<br />
and <strong>of</strong> the <strong>Group</strong>’s pr<strong>of</strong>it for the year then<br />
ended;<br />
u the <strong>Group</strong> financial statements have been<br />
properly prepared in accordance with IFRS as<br />
adopted by the European Union;<br />
u the Parent Company financial statements have<br />
been properly prepared in accordance with<br />
IFRS as adopted by the European Union and<br />
as applied in accordance with the provisions <strong>of</strong><br />
the Companies Act 2006; and<br />
u the financial statements have been prepared<br />
in accordance with the requirements <strong>of</strong> the<br />
Companies Act 2006.<br />
Opinion on other matter prescribed<br />
by the Companies Act 2006<br />
In our opinion the information given in the<br />
Directors’ Report for the financial year for<br />
which the financial statements are prepared is<br />
consistent with the financial statements.<br />
Matters on which we are required<br />
to <strong>report</strong> by exception<br />
We have nothing to <strong>report</strong> in respect <strong>of</strong> the<br />
following matters where the Companies Act 2006<br />
requires us to <strong>report</strong> to you if, in our opinion:<br />
u adequate accounting records have not been<br />
kept by the Parent Company, or returns<br />
adequate for our audit have not been received<br />
from branches not visited by us; or<br />
u the Parent Company financial statements are<br />
not in agreement with the accounting records<br />
and returns; or<br />
u certain disclosures <strong>of</strong> Directors’ remuneration<br />
specified by law are not made; or<br />
u we have not received all the information and<br />
explanations we require for our audit.<br />
Philip Westerman<br />
Senior Statutory Auditor<br />
for and on behalf <strong>of</strong> Grant Thornton UK LLP<br />
Statutory Auditor, Chartered Accountants<br />
London, United Kingdom<br />
11 June 2012<br />
for the year ended 31 March 2012<br />
Note<br />
2012<br />
Before<br />
non-recurring<br />
items and<br />
amortisation<br />
£m<br />
2012<br />
Non-recurring<br />
items and<br />
amortisation<br />
£m<br />
2012<br />
Total<br />
£m<br />
2011<br />
Before<br />
non-recurring<br />
items and<br />
amortisation<br />
£m<br />
2011<br />
Non-recurring<br />
items and<br />
amortisation<br />
£m<br />
<strong>Group</strong> revenue 4 695.3 – 695.3 571.4 – 571.4<br />
Cost <strong>of</strong> sales (625.2) – (625.2) (513.4) – (513.4)<br />
Gross pr<strong>of</strong>it 70.1 – 70.1 58.0 – 58.0<br />
Administrative expenses (40.0) – (40.0) (32.9) – (32.9)<br />
<strong>Group</strong> operating pr<strong>of</strong>it before<br />
amortisation and non-recurring items 2 30.1 – 30.1 25.1 – 25.1<br />
– Intangible assets amortisation 13 – (4.2) (4.2) – (2.1) (2.1)<br />
– Other non-recurring costs 3 – (4.9) (4.9) – (3.4) (3.4)<br />
Operating pr<strong>of</strong>it 30.1 (9.1) 21.0 25.1 (5.5) 19.6<br />
Finance income 5 0.3 – 0.3 0.4 – 0.4<br />
Finance costs 5 (2.0) – (2.0) (1.2) – (1.2)<br />
Pr<strong>of</strong>it before taxation <strong>28</strong>.4 (9.1) 19.3 24.3 (5.5) 18.8<br />
Taxation 8 (7.7) 2.2 (5.5) (6.9) 1.4 (5.5)<br />
Pr<strong>of</strong>it for the year from continuing operations<br />
attributable to the equity holders <strong>of</strong> the Parent Company 20.7 (6.9) 13.8 17.4 (4.1) 13.3<br />
Earnings per share (in pence) 10<br />
Total and from continuing operations<br />
Basic earnings per share 20.52p 19.82p<br />
Diluted earnings per share 19.91p 19.34p<br />
Underlying earnings per share 29.47p 24.77p<br />
2011<br />
Total<br />
£m<br />
62 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
63<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
<strong>Group</strong> statement<br />
<strong>of</strong> comprehensive income<br />
<strong>Group</strong> statement<br />
<strong>of</strong> changes in equity<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
2012 2011<br />
for the year ended 31 March 2012 Note £m £m<br />
Pr<strong>of</strong>it for the year 13.8 13.3<br />
Actuarial gains on defined benefit pension schemes <strong>28</strong> – 0.9<br />
Tax on actuarial gains on defined benefit pension schemes – (0.2)<br />
Other comprehensive income for the year – 0.7<br />
Total comprehensive income for the year attributable to equity holders <strong>of</strong> the Parent Company 13.8 14.0<br />
for the year ended 31 March 2012<br />
Share<br />
capital<br />
£m<br />
Share<br />
premium<br />
account<br />
£m<br />
Merger<br />
relief<br />
reserve<br />
£m<br />
Other<br />
reserves<br />
£m<br />
Retained<br />
earnings<br />
£m<br />
Balance at 31 March 2010 and 1 April 2010 3.5 13.2 1.9 1.4 53.4 73.4<br />
Pr<strong>of</strong>it for the year – – – – 13.3 13.3<br />
Other comprehensive income:<br />
Actuarial gains on defined benefit pension schemes – – – – 0.9 0.9<br />
Tax on actuarial gains on defined benefit pension schemes – – – – (0.2) (0.2)<br />
Total<br />
equity<br />
£m<br />
Total comprehensive income for the year – – – – 14.0 14.0<br />
Transactions with owners:<br />
Share-based payments – income statement charge – – – – 0.3 0.3<br />
Share-based payments – deferred tax relief on future exercise – – – – 0.3 0.3<br />
Dividends paid – – – – (3.9) (3.9)<br />
Balance at 31 March 2011 and 1 April 2011 3.5 13.2 1.9 1.4 64.1 84.1<br />
Pr<strong>of</strong>it for the year – – – – 13.8 13.8<br />
Other comprehensive income:<br />
Actuarial gains on defined benefit pension schemes – – – – – –<br />
Tax on actuarial gains on defined benefit pension schemes – – – – – –<br />
Total comprehensive income for the year – – – – 13.8 13.8<br />
Transactions with owners:<br />
Share-based payments – income statement charge – – – – – –<br />
Share-based payments – deferred tax relief on future exercise – – – – (0.4) (0.4)<br />
Dividends paid – – – – (4.9) (4.9)<br />
Balance at 31 March 2012 3.5 13.2 1.9 1.4 72.6 92.6<br />
64 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
65<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Company statement<br />
<strong>of</strong> changes in equity<br />
<strong>Group</strong> statement<br />
<strong>of</strong> financial position<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
for the year ended 31 March 2012<br />
Share<br />
capital<br />
£m<br />
Share<br />
premium<br />
account<br />
£m<br />
Merger<br />
relief<br />
reserve<br />
£m<br />
Other<br />
reserves<br />
£m<br />
Retained<br />
earnings<br />
£m<br />
Balance at 31 March 2010 and 1 April 2010 3.5 13.2 1.9 1.4 10.7 30.7<br />
Pr<strong>of</strong>it for the year – – – – 3.6 3.6<br />
Other comprehensive income:<br />
Actuarial gains on defined benefit pension schemes – – – – 0.9 0.9<br />
Tax on actuarial gains on defined benefit pension schemes – – – – (0.2) (0.2)<br />
Total comprehensive income for the year – – – – 4.3 4.3<br />
Transactions with owners:<br />
Dividends paid – – – – (3.9) (3.9)<br />
Balance at 31 March 2011 and 1 April 2011 3.5 13.2 1.9 1.4 11.1 31.1<br />
Pr<strong>of</strong>it for the year – – – – 8.3 8.3<br />
Other comprehensive income:<br />
Actuarial gains on defined benefit pension schemes – – – – – –<br />
Tax on actuarial gains on defined benefit pension schemes – – – – – –<br />
Total comprehensive income for the year – – – – 8.3 8.3<br />
Transactions with owners:<br />
Share-based payments – income statement charge – – – – 0.2 0.2<br />
Share-based payments – deferred tax relief on future exercise – – – – (0.3) (0.3)<br />
Dividends paid – – – – (4.9) (4.9)<br />
Balance at 31 March 2012 3.5 13.2 1.9 1.4 14.4 34.4<br />
Total<br />
equity<br />
£m<br />
at 31 March 2012<br />
Non-current assets<br />
Property, plant and equipment 11 92.4 39.2<br />
Goodwill 12 60.3 42.1<br />
Other intangible assets 13 18.8 11.4<br />
Deferred tax asset 15 – 0.9<br />
171.5 93.6<br />
Current assets<br />
Inventories 16 4.5 4.4<br />
Trade and other receivables 17 112.2 110.4<br />
Cash and cash equivalents 18 31.0 36.2<br />
Note<br />
2012<br />
£m<br />
2011<br />
£m<br />
147.7 151.0<br />
Total assets 319.2 244.6<br />
Current liabilities<br />
Trade and other payables 19 (141.2) (132.7)<br />
Current tax liabilities (3.1) (2.0)<br />
Borrowings 21 (20.0) –<br />
Obligations under finance leases 21 (16.9) (7.3)<br />
(181.2) (142.0)<br />
Non-current liabilities<br />
Retirement benefit obligations <strong>28</strong> (0.4) (0.4)<br />
Obligations under finance leases 21 (43.3) (18.0)<br />
Deferred tax liability 15 (1.7) –<br />
Provisions 22 – (0.1)<br />
(45.4) (18.5)<br />
Total liabilities (226.6) (160.5)<br />
Net assets 92.6 84.1<br />
Equity<br />
Share capital 23 3.5 3.5<br />
Share premium account 25 13.2 13.2<br />
Merger relief reserve 25 1.9 1.9<br />
Other reserves 25 1.4 1.4<br />
Retained earnings 25 72.6 64.1<br />
Total equity 92.6 84.1<br />
These financial statements were approved by the Board <strong>of</strong> Directors on 11 June 2012.<br />
Philip Fellowes-Prynne<br />
Director<br />
Company registration number 4321657<br />
66 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
67<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Company statement<br />
<strong>of</strong> financial position<br />
<strong>Group</strong> statement<br />
<strong>of</strong> cash flows<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
at 31 March 2012<br />
Non-current assets<br />
Investments 14 20.3 20.3<br />
Deferred tax asset 15 0.5 0.7<br />
20.8 21.0<br />
Current assets<br />
Trade and other receivables 17 11.8 2.9<br />
Current tax recoverable 0.5 0.4<br />
Cash and cash equivalents 18 3.1 8.6<br />
Note<br />
2012<br />
£m<br />
2011<br />
£m<br />
15.4 11.9<br />
Total assets 36.2 32.9<br />
Current liabilities<br />
Trade and other payables 19 (1.4) (1.4)<br />
Non-current liabilities<br />
Retirement benefit obligations <strong>28</strong> (0.4) (0.4)<br />
Total liabilities (1.8) (1.8)<br />
Net assets 34.4 31.1<br />
Equity<br />
Share capital 23 3.5 3.5<br />
Share premium account 25 13.2 13.2<br />
Merger relief reserve 25 1.9 1.9<br />
Other reserves 25 1.4 1.4<br />
Retained earnings 25 14.4 11.1<br />
Total equity 34.4 31.1<br />
These financial statements were approved by the Board <strong>of</strong> Directors on 11 June 2012.<br />
Philip Fellowes-Prynne<br />
Director<br />
Company registration number 4321657<br />
for the year ended 31 March 2012<br />
Cash flows from operating activities<br />
<strong>Group</strong> operating pr<strong>of</strong>it before amortisation and non-recurring costs 30.1 25.1<br />
Depreciation and non-cash items 16.0 9.2<br />
Working capital movement (3.7) (5.7)<br />
Cash generated from operations 31 42.4 <strong>28</strong>.6<br />
Non-recurring costs (3.5) (1.5)<br />
Corporation tax paid (6.4) (5.2)<br />
Interest received 0.3 0.4<br />
Interest paid (2.0) (1.2)<br />
Net cash received from operating activities 30.8 21.1<br />
Cash flows from investing activities<br />
Purchase <strong>of</strong> property, plant and equipment 11 (22.8) (16.8)<br />
Proceeds from sale <strong>of</strong> property, plant and equipment 1.4 1.4<br />
Payments to acquire intangible assets 13 (0.5) (2.9)<br />
Acquisition <strong>of</strong> subsidiaries and overdraft acquired (18.6) (15.9)<br />
Net cash used in investing activities (40.5) (34.2)<br />
Cash flows from financing activities<br />
Ordinary dividends paid 9 (4.9) (3.9)<br />
New finance leases 17.6 16.7<br />
Payment <strong>of</strong> finance lease obligations (11.0) (6.9)<br />
Loan received 20.0 –<br />
Loans repaid (17.2) –<br />
Net cash received from financing activities 4.5 5.9<br />
Decrease in cash and cash equivalents (5.2) (7.2)<br />
Opening cash and cash equivalents 36.2 43.4<br />
Closing cash and cash equivalents 31.0 36.2<br />
Reconciliation <strong>of</strong> net cash flow to movement in net (debt)/funds<br />
Decrease in cash and cash equivalents (5.2) (7.2)<br />
Increase in finance leases (6.6) (9.8)<br />
Acquired debt (<strong>28</strong>.3) (1.3)<br />
Note<br />
2012<br />
£m<br />
2011<br />
£m<br />
Decrease in net funds in the year (40.1) (18.3)<br />
Opening net funds 10.9 29.2<br />
Closing net (debt)/funds (29.2) 10.9<br />
68 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
69<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Company statement<br />
<strong>of</strong> cash flows<br />
Accounting policies<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
for the year ended 31 March 2012<br />
Cash flows from operating activities<br />
Company operating loss (2.3) (2.2)<br />
Non-cash items 0.1 0.2<br />
Working capital movement 6.1 (1.6)<br />
Cash used in operations 31 3.9 (3.6)<br />
Interest received 0.1 0.2<br />
Interest paid (0.2) –<br />
Net cash used in operating activities 3.8 (3.4)<br />
Cash flows from investing activities<br />
Investment funds paid to subsidiaries (4.4) (9.8)<br />
Net cash used in investing activities (4.4) (9.8)<br />
Cash flows from financing activities<br />
Ordinary dividends paid 9 (4.9) (3.9)<br />
Net cash used in financing activities (4.9) (3.9)<br />
Decrease in cash and cash equivalents (5.5) (17.1)<br />
Opening cash and cash equivalents 8.6 25.7<br />
Closing cash and cash equivalents 3.1 8.6<br />
Reconciliation <strong>of</strong> net cash flow to movement in net funds<br />
Decrease in net funds in the year (5.5) (17.1)<br />
Opening net funds 8.6 25.7<br />
Closing net funds 3.1 8.6<br />
Note<br />
2012<br />
£m<br />
2011<br />
£m<br />
Nature <strong>of</strong> operations<br />
The principal activities <strong>of</strong> the <strong>Group</strong> during the<br />
year were infrastructure support <strong>services</strong>. The<br />
<strong>Group</strong> is incorporated and domiciled in the<br />
United Kingdom and is listed on the Alternative<br />
Investment Market. The registered <strong>of</strong>fice is at<br />
the <strong>Group</strong> <strong>of</strong>fice in Trowse, Norwich, UK. The<br />
presentation currency used is GB Pound Sterling<br />
and figures are quoted in millions, rounded to the<br />
nearest £100,000.<br />
The principal accounting policies adopted in the<br />
presentation <strong>of</strong> these consolidated and Company<br />
financial statements are set out below. These<br />
policies have been consistently applied to the<br />
periods presented unless otherwise stated.<br />
Basis <strong>of</strong> preparation<br />
The financial statements have been prepared<br />
in accordance with International Financial<br />
Reporting Standards as adopted by the European<br />
Union and with parts <strong>of</strong> the Companies Act 2006<br />
applicable to companies <strong>report</strong>ing under IFRS.<br />
The financial statements have been prepared<br />
on the historical cost basis, with the exception<br />
<strong>of</strong> certain financial instruments, which are<br />
recognised using accounting policies as set out<br />
below and applied consistently.<br />
Adoption <strong>of</strong> new and revised<br />
International Financial Reporting<br />
Standards<br />
In the current year, the <strong>Group</strong> has adopted<br />
all <strong>of</strong> the new and revised Standards and<br />
Interpretations issued by the International<br />
Accounting Standards Board (IASB) and the<br />
International Financial Reporting Interpretations<br />
Committee (IFRIC) <strong>of</strong> the IASB that are relevant<br />
to its operations and effective for accounting<br />
periods beginning on 1 April 2011.<br />
Changes in accounting policy<br />
The following standards and interpretations came<br />
into effect and were adopted in the current period<br />
but had no effect on the financial statements:<br />
IFRS 1 (amended) First-time adoption <strong>of</strong> IFRS<br />
– limited exemption from comparative IFRS 7<br />
disclosures;<br />
IAS 24 Related party disclosures (revised 2009);<br />
IAS 32 (amendment) Financial instruments:<br />
Presentation;<br />
IAS 34 (amendment) Interim financial <strong>report</strong>ing;<br />
and<br />
IFRIC 19 Extinguishing financial liabilities with<br />
equity instruments.<br />
At the date <strong>of</strong> authorisation <strong>of</strong> these financial<br />
statements the following standards and<br />
interpretations were in issue but not yet effective<br />
and therefore have not been applied in these<br />
financial statements:<br />
IFRS 1 (amended) Severe hyperinflation and<br />
Removal <strong>of</strong> fixed dates for first-time adopters;<br />
IFRS 7 (amended) Financial instruments:<br />
disclosures;<br />
IFRS 9 Financial instruments – classification and<br />
measurement;<br />
IFRS 10 Consolidated financial statements;<br />
IFRS 11 Joint arrangements;<br />
IFRS 12 Disclosure <strong>of</strong> interests in other entities;<br />
IFRS 13 Fair value measurement;<br />
IAS 1 Presentation <strong>of</strong> financial statements – items<br />
in other comprehensive income;<br />
IAS 12 (amended) Income taxes – deferred tax<br />
recovery <strong>of</strong> underlying assets;<br />
IAS 19 (amended) Employee benefits;<br />
IAS 27 Separate financial statements; and<br />
IAS <strong>28</strong> Investments in associates and joint<br />
ventures.<br />
The Directors anticipate that the adoption <strong>of</strong><br />
these standards and interpretations in future<br />
periods will have no material impact on the<br />
financial statements <strong>of</strong> the <strong>Group</strong>.<br />
Consolidation<br />
(a) Subsidiaries<br />
Subsidiaries are consolidated from the date on<br />
which control is transferred to the <strong>Group</strong> and<br />
deconsolidated from the date at which control<br />
ceases.<br />
The acquisition method <strong>of</strong> accounting is used to<br />
account for the acquisition <strong>of</strong> subsidiaries by the<br />
<strong>Group</strong>. The cost <strong>of</strong> an acquisition is measured at<br />
the fair value <strong>of</strong> the consideration. The assets and<br />
liabilities <strong>of</strong> a subsidiary are measured at their<br />
fair values at the date <strong>of</strong> acquisition. Any excess<br />
<strong>of</strong> the cost <strong>of</strong> acquisition over the fair values <strong>of</strong><br />
the identifiable assets and liabilities acquired is<br />
recognised as goodwill.<br />
The <strong>Group</strong> financial statements consolidate<br />
those <strong>of</strong> the Parent Company and all <strong>of</strong> its<br />
subsidiary undertakings drawn up to 31 March<br />
2012. Subsidiaries are all entities over which<br />
the <strong>Group</strong> has the power to control the financial<br />
and operating policies. The <strong>Group</strong> obtains and<br />
exercises control through more than half <strong>of</strong> the<br />
voting rights.<br />
All transactions and balances between <strong>Group</strong><br />
companies are eliminated on consolidation,<br />
including unrealised gains and losses on<br />
transactions between <strong>Group</strong> companies. Where<br />
unrealised losses on intra-group asset sales<br />
are reversed on consolidation, the underlying<br />
asset is also tested for impairment from a <strong>Group</strong><br />
perspective. Amounts <strong>report</strong>ed in the financial<br />
statements <strong>of</strong> subsidiaries have been adjusted<br />
where necessary to ensure consistency with<br />
the accounting policies adopted by the <strong>Group</strong>.<br />
Pr<strong>of</strong>it or loss and other comprehensive income<br />
<strong>of</strong> subsidiaries acquired or disposed <strong>of</strong> during<br />
the year are recognised from the effective date <strong>of</strong><br />
acquisition, or up to the effective date <strong>of</strong> disposal,<br />
as applicable.<br />
Non-controlling interests, presented as part <strong>of</strong><br />
equity, represent the portion <strong>of</strong> a subsidiary’s<br />
pr<strong>of</strong>it or loss and net assets that is not held by the<br />
<strong>Group</strong>. The <strong>Group</strong> attributes total comprehensive<br />
income or loss <strong>of</strong> subsidiaries between the<br />
owners <strong>of</strong> the Parent Company and the noncontrolling<br />
interests based on their respective<br />
ownership interests.<br />
70 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
71<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Accounting policies<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
(b) Jointly-controlled operations<br />
The <strong>Group</strong> has certain contractual operations with<br />
other participants to engage in joint operations<br />
that do not create an entity carrying on a trade or<br />
business <strong>of</strong> its own. The <strong>Group</strong> includes its share<br />
<strong>of</strong> assets, liabilities and cash flows in such jointly<br />
controlled operations, measured in accordance<br />
with the terms <strong>of</strong> each operation, which is usually<br />
pro-rata to the <strong>Group</strong>’s interest in the risks in the<br />
jointly-controlled operation.<br />
(c) Jointly-controlled entities<br />
A jointly-controlled entity is an entity in which the<br />
<strong>Group</strong> holds a long-term interest and which is<br />
jointly controlled by the <strong>Group</strong> and one or more<br />
other venturers under a contractual arrangement.<br />
Investments in jointly-controlled entities are<br />
accounted for using the equity method <strong>of</strong><br />
accounting and are initially recognised at cost.<br />
The <strong>Group</strong>’s share <strong>of</strong> post acquisition pr<strong>of</strong>its or<br />
losses is recognised in the income statement.<br />
The cumulative post acquisition movements<br />
are adjusted against the carrying amount <strong>of</strong><br />
the investment. Due to the amounts involved<br />
not being significant, they are not separately<br />
disclosed.<br />
Inter-company transactions, balances and<br />
unrealised gains on transactions between <strong>Group</strong><br />
companies have been eliminated on consolidation.<br />
A separate income statement has not been<br />
presented for May Gurney Integrated Services plc<br />
as exempted by Section 408 <strong>of</strong> the Companies<br />
Act 2006. The pr<strong>of</strong>it after tax <strong>of</strong> the Company in<br />
the year was £8.3m (2011: £3.6m).<br />
The <strong>Group</strong> has taken advantage <strong>of</strong> the exemption<br />
under regulation 7 <strong>of</strong> the Partnerships (Accounts)<br />
Regulations 2008 that members <strong>of</strong> a qualifying<br />
partnership do not have to publish partnership<br />
accounts if the partnership is dealt with on a<br />
consolidated basis in <strong>Group</strong> accounts prepared<br />
by a parent undertaking <strong>of</strong> the member.<br />
May Gurney WSP JV partnership has been<br />
consolidated within these <strong>Group</strong> accounts.<br />
Goodwill and other intangible assets<br />
Goodwill arising on consolidation represents the<br />
excess <strong>of</strong> the fair value <strong>of</strong> the cost <strong>of</strong> acquisition<br />
over the <strong>Group</strong>’s interest in the fair value <strong>of</strong> the<br />
identifiable assets and liabilities <strong>of</strong> a subsidiary or<br />
jointly controlled entity at the date <strong>of</strong> acquisition.<br />
Goodwill is recognised as an intangible asset and<br />
is reviewed for impairment <strong>annual</strong>ly. It is carried<br />
at cost less accumulated impairment losses.<br />
Gains and losses on the disposal <strong>of</strong> an entity<br />
include the carrying amount <strong>of</strong> goodwill relating<br />
to the entity sold.<br />
Goodwill is allocated to cash generating units<br />
for the purpose <strong>of</strong> impairment testing along the<br />
lines <strong>of</strong> the <strong>Group</strong>’s operating segments. Any<br />
impairment is recognised immediately in the<br />
income statement.<br />
Other intangible assets, which consist <strong>of</strong> an<br />
acquired order book, customer relationships,<br />
trademarks and s<strong>of</strong>tware development costs,<br />
are stated at cost less accumulated amortisation<br />
and impairment losses. Amortisation is based<br />
on cost and the useful economic lives <strong>of</strong> these<br />
assets. Details <strong>of</strong> these useful economic lives are<br />
included in Note 13.<br />
Costs associated with developing or maintaining<br />
computer s<strong>of</strong>tware are recognised as an expense<br />
as incurred. Costs that are directly associated<br />
with the development <strong>of</strong> identifiable and unique<br />
s<strong>of</strong>tware products controlled by the <strong>Group</strong>, and<br />
that will probably generate economic benefits<br />
beyond one year, are recognised as intangible<br />
assets. Computer s<strong>of</strong>tware development costs<br />
recognised as assets are amortised over their<br />
estimated useful life. The MGConnect TM costs<br />
capitalised in the year are amortised over a<br />
period <strong>of</strong> four years.<br />
Impairment<br />
Assets that have an indefinite useful life are<br />
not subject to amortisation and are reviewed<br />
for impairment <strong>annual</strong>ly and when there<br />
are indications that the carrying value <strong>may</strong><br />
not be recoverable. Assets that are subject<br />
to amortisation are reviewed for impairment<br />
wherever events or changes in circumstances<br />
indicate that the carrying amount <strong>may</strong> not be<br />
recoverable. An impairment loss is recognised<br />
for the amount by which the carrying amount<br />
<strong>of</strong> the asset exceeds its recoverable amount.<br />
The recoverable amount is the higher <strong>of</strong> the<br />
fair value less costs to sell and value in use.<br />
For the purposes <strong>of</strong> assessing impairment,<br />
assets are grouped at the lowest levels for<br />
which there are separately identifiable cash<br />
flows (cash-generating units).<br />
Company investments in subsidiary<br />
undertakings<br />
Company investments are included at cost.<br />
Provision is made for any impairment in value.<br />
Revenue recognition<br />
Revenue is measured at the fair value <strong>of</strong> the<br />
consideration received or receivable and<br />
represents amounts receivable for goods and<br />
<strong>services</strong> provided in the normal course <strong>of</strong><br />
business net <strong>of</strong> Value Added Tax.<br />
Sales <strong>of</strong> goods are recognised when goods are<br />
delivered and title has passed.<br />
Contract revenue reflects the contract activity<br />
during the year and is measured at the fair value<br />
<strong>of</strong> consideration received or receivable. When<br />
the outcome can be assessed reliably, contract<br />
revenue and associated costs are recognised as<br />
revenue and expenses respectively by reference<br />
to the stage <strong>of</strong> completion <strong>of</strong> the contract activity<br />
at the <strong>report</strong>ing date. The stage <strong>of</strong> completion<br />
is measured by reference to the contract costs<br />
incurred up to the <strong>report</strong>ing date as a percentage<br />
<strong>of</strong> total estimated costs for each contract.<br />
Provision is made in full for estimated losses,<br />
if the costs <strong>of</strong> fulfilling the contract exceed the<br />
recoverable amount. Revenue is only recognised<br />
to the extent that it is probable that it will be<br />
recoverable. Where the outcome <strong>of</strong> a long-term<br />
contract cannot be estimated reliably revenue<br />
is recognised only to the extent <strong>of</strong> contract costs<br />
incurred that it is probable will be recoverable,<br />
and contract costs are recognised as an expense<br />
in the period in which they are incurred.<br />
In the case <strong>of</strong> a cost plus contract, the outcome<br />
<strong>of</strong> a contract can be estimated reliably when it is<br />
probable that the economic benefits associated<br />
with the contract will flow to the <strong>Group</strong>, and<br />
the contract costs attributable to the contract,<br />
whether or not specifically reimbursable, can be<br />
clearly identified and measured reliably.<br />
Revenue from the provision <strong>of</strong> fleet and<br />
passenger <strong>services</strong> represents amounts<br />
receivable for vehicle hire, maintenance work<br />
and passenger <strong>services</strong> (excluding VAT) carried<br />
out in the accounting period. Income received<br />
in respect <strong>of</strong> future periods is deferred until the<br />
service is provided.<br />
Maintenance-related income in primary lease<br />
periods is recognised so as to match the revenue<br />
against the expected cost <strong>of</strong> maintenance based<br />
on estimation techniques which use current<br />
experience.<br />
Property, plant and equipment<br />
Property, plant and equipment is stated at<br />
historic cost to the <strong>Group</strong>, being its purchase<br />
cost together with any incidental expenses <strong>of</strong><br />
acquisition.<br />
Depreciation <strong>of</strong> property, plant and equipment is<br />
calculated so as to write <strong>of</strong>f their cost over their<br />
expected economic lives, residual values are<br />
reassessed on an <strong>annual</strong> basis. The principal<br />
<strong>annual</strong> rates <strong>of</strong> depreciation are as follows:<br />
Freehold land – not depreciated<br />
Freehold buildings – between 5 and 50 years<br />
straight line<br />
Short leasehold – 10% straight line<br />
property<br />
or life <strong>of</strong> lease if shorter<br />
Plant, vehicles – between 10% and 33%<br />
and equipment straight line<br />
Inventories and work in progress on<br />
construction contracts<br />
Inventories are valued at the lower <strong>of</strong> cost and<br />
net realisable value. The cost <strong>of</strong> purchase is<br />
determined by means <strong>of</strong> the weighted average<br />
cost formula.<br />
Contract work in progress is valued at cost<br />
plus attributable pr<strong>of</strong>it less foreseeable losses.<br />
Attributable pr<strong>of</strong>it is included when the outcome<br />
<strong>of</strong> a contract can be assessed with reasonable<br />
certainty. The excess <strong>of</strong> book value over amounts<br />
received on individual contracts is included in<br />
current trade receivables and payments received<br />
in excess <strong>of</strong> book value are included in current<br />
trade payables.<br />
Non-recurring items<br />
Material and non-recurring items <strong>of</strong> income and<br />
expense are disclosed in the income statement<br />
as ‘Non-recurring items’. Examples <strong>of</strong> items<br />
which <strong>may</strong> give rise to disclosure as ‘Nonrecurring’<br />
include inter alia gains or losses on the<br />
disposal <strong>of</strong> businesses, investments and property,<br />
plant and equipment, costs <strong>of</strong> restructuring and<br />
reorganisation <strong>of</strong> existing businesses and asset<br />
impairments.<br />
Taxation<br />
The tax expense represents the sum <strong>of</strong> the tax<br />
currently payable and deferred tax.<br />
The tax payable in respect <strong>of</strong> the year is based<br />
on taxable pr<strong>of</strong>it for the year. Taxable pr<strong>of</strong>it<br />
differs from net pr<strong>of</strong>it as <strong>report</strong>ed in the income<br />
statement because it excludes items <strong>of</strong> income<br />
or expense that are taxable or deductible in other<br />
years and it further excludes items that are never<br />
taxable or deductible. The <strong>Group</strong>’s liability for<br />
current tax is calculated using tax rates and laws<br />
that have been enacted or substantially enacted<br />
by the <strong>report</strong>ing date.<br />
Deferred tax is the tax expected to be payable<br />
or recoverable on differences between the<br />
carrying amounts <strong>of</strong> assets and liabilities in the<br />
financial statements and the corresponding tax<br />
bases used in the computation <strong>of</strong> taxable pr<strong>of</strong>it,<br />
and is accounted for using the statement <strong>of</strong><br />
financial position liability method. Deferred tax<br />
liabilities are generally recognised for all taxable<br />
temporary differences and deferred tax assets<br />
are recognised to the extent that it is probable<br />
that taxable pr<strong>of</strong>its will be available against<br />
which deductible temporary differences can<br />
be utilised. Such assets and liabilities are not<br />
recognised if the temporary difference arises<br />
from initial recognition <strong>of</strong> goodwill or from the<br />
initial recognition <strong>of</strong> other assets and liabilities<br />
(other than in a business combination) in a<br />
transaction that affects neither the tax pr<strong>of</strong>it nor<br />
the accounting pr<strong>of</strong>it.<br />
Deferred tax liabilities are recognised for taxable<br />
temporary differences arising on investments<br />
in subsidiaries, associates, and interests in joint<br />
ventures, except where the <strong>Group</strong> is able to<br />
control the reversal <strong>of</strong> the temporary difference<br />
and it is probable that the temporary difference<br />
will not reverse in the foreseeable future.<br />
The carrying amount <strong>of</strong> deferred tax assets is<br />
reviewed at each <strong>report</strong>ing date.<br />
Deferred tax is calculated based on the laws<br />
enacted or substantially enacted by the <strong>report</strong>ing<br />
date and at the tax rates that are expected to<br />
apply in the period when the liability is settled or<br />
the asset is realised. Deferred tax is charged or<br />
credited in the income statement except when<br />
it relates to items charged or credited directly to<br />
equity, in which case the deferred tax is also dealt<br />
with in equity.<br />
Financial instruments<br />
The financial instruments used by the <strong>Group</strong><br />
comprise net funds, trade receivables and trade<br />
payables.<br />
(a) Loans and receivables do not carry any<br />
interest and are initially stated at their fair value<br />
and subsequently measured at amortised cost as<br />
reduced by appropriate allowance for estimated<br />
irrecoverable amounts.<br />
(b) Cash and cash equivalents comprise cash<br />
on hand and demand deposits and other<br />
short-term highly-liquid investments that are<br />
readily convertible to a known amount <strong>of</strong> cash<br />
and are subject to an insignificant risk <strong>of</strong><br />
changes in value.<br />
(c) Trade payables are not interest bearing<br />
and are initially stated at their fair value and<br />
subsequently measured at amortised cost.<br />
(d) Loans are raised for support <strong>of</strong> long-term<br />
funding <strong>of</strong> the <strong>Group</strong>’s operations. They are<br />
recognised at fair value on inception. Finance<br />
charges, including premiums payable on<br />
settlement or redemption, and direct issue costs<br />
are charged to the income statement using an<br />
effective interest method.<br />
(e) Financial liabilities and equity instruments<br />
are classified according to the substance <strong>of</strong><br />
the contractual arrangements entered into. An<br />
equity instrument is any contract that evidences<br />
a residual interest in the assets <strong>of</strong> the <strong>Group</strong> after<br />
deducting all its liabilities.<br />
(f) Equity instruments issued by the Company are<br />
recorded at the proceeds received, net <strong>of</strong> direct<br />
issue costs.<br />
(g) The <strong>Group</strong> has a policy <strong>of</strong> not trading in<br />
financial instruments and thus the only risks<br />
arising, in the normal course <strong>of</strong> business, are<br />
interest rates and liquidity. The <strong>Group</strong>’s foreign<br />
currency risk is minimal as the volume <strong>of</strong> foreign<br />
currency transactions is not significant. The<br />
<strong>Group</strong> currently has no derivative instruments<br />
and sees no immediate requirement for any.<br />
72 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
73<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Accounting policies<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
Accounting for financial assets<br />
Financial assets consist <strong>of</strong> receivables, along with<br />
cash and cash equivalents.<br />
An assessment <strong>of</strong> whether a financial asset<br />
is impaired is made at least at each <strong>report</strong>ing<br />
date. For receivables, this is based on the<br />
latest credit information available, i.e. recent<br />
counterparty defaults and external credit ratings.<br />
Financial assets that are substantially past due<br />
are also considered for impairment. All income<br />
and expense relating to financial assets are<br />
recognised in the income statement line item<br />
‘Finance costs’ or ‘Finance income,’ respectively.<br />
Receivables are non-derivative financial assets<br />
with fixed or determinable payments that<br />
are not quoted in an active market. They are<br />
subsequently measured at amortised cost using<br />
the effective interest method, less provision<br />
for impairment. Any change in their value is<br />
recognised in pr<strong>of</strong>it or loss. The <strong>Group</strong>’s trade<br />
and other receivables fall into this category <strong>of</strong><br />
financial instruments.<br />
Individual receivables are considered for<br />
impairment when they are past due at the<br />
<strong>report</strong>ing date or when objective evidence is<br />
received that a specific counterparty will default.<br />
All other receivables are reviewed for impairment<br />
in groups, which are determined by reference<br />
to the industry <strong>of</strong> a counterparty. The percentage<br />
<strong>of</strong> the write down is then based on recent<br />
historical counterparty default rates for each<br />
identified group.<br />
Accounting for financial liabilities<br />
The <strong>Group</strong>’s financial liabilities include borrowings,<br />
trade and other payables (including finance lease<br />
liabilities), which are measured at amortised cost<br />
using the effective interest rate method.<br />
Financial liabilities are recognised when the<br />
<strong>Group</strong> becomes a party to the contractual<br />
agreements <strong>of</strong> the instrument. All interestrelated<br />
charges and, if applicable, changes in an<br />
instrument’s fair value that are <strong>report</strong>ed in pr<strong>of</strong>it<br />
or loss are included in the income statement line<br />
items ‘Finance costs’ or ‘Finance income’.<br />
For business combinations, any changes to the<br />
consideration transferred, including contingent<br />
consideration, resulting from events after the date<br />
<strong>of</strong> the acquisition are recognised in the income<br />
statement.<br />
Leases<br />
In accordance with IAS 17, the economic<br />
ownership <strong>of</strong> a leased asset is transferred to<br />
the lessee if the lessee bears substantially all<br />
the risks and rewards related to the ownership<br />
<strong>of</strong> the leased asset. Assets held under finance<br />
leases are recognised as assets <strong>of</strong> the <strong>Group</strong><br />
at the lower <strong>of</strong> their fair value or the present<br />
value <strong>of</strong> the minimum lease payments and<br />
the capital elements <strong>of</strong> the commitments are<br />
shown as obligations under finance leases.<br />
Payments are treated as consisting <strong>of</strong> capital<br />
and interest elements. The capital element is<br />
applied to reduce the outstanding obligations<br />
and the interest element is charged against pr<strong>of</strong>it<br />
in proportion to the reducing capital element<br />
outstanding. Assets held under finance leases<br />
are depreciated over the shorter <strong>of</strong> the lease<br />
terms and their useful lives.<br />
All other leases are regarded as operating leases<br />
and the related payments are charged to the<br />
income statement on a straight-line basis over the<br />
lease term.<br />
Share-based payments<br />
All share-based payment arrangements granted<br />
after 7 November 2002 that had not vested prior<br />
to 1 January 2005 are recognised in the financial<br />
statements.<br />
All goods and <strong>services</strong> received in exchange<br />
for the grant <strong>of</strong> any share-based payment are<br />
measured at their fair values. Where employees<br />
are rewarded using share-based payments, the<br />
fair value <strong>of</strong> employees’ <strong>services</strong> are determined<br />
indirectly by reference to the fair value <strong>of</strong> the<br />
instrument granted to the employee. This fair<br />
value is appraised at the grant date and excludes<br />
the impact <strong>of</strong> certain non-market vesting<br />
conditions (for example, pr<strong>of</strong>itability and sales<br />
growth targets).<br />
All equity-settled share-based payments are<br />
ultimately recognised as an expense in the income<br />
statement with a corresponding credit to equity.<br />
If vesting periods or other non-market vesting<br />
conditions apply, the expense is allocated over<br />
the vesting period, based on the best available<br />
estimate <strong>of</strong> the number <strong>of</strong> share options expected<br />
to vest. Estimates are subsequently revised if<br />
there is any indication that the number <strong>of</strong> share<br />
options expected to vest differs from previous<br />
estimates. Any cumulative adjustment prior to<br />
vesting is recognised in the current period.<br />
No adjustment is made to any expense<br />
recognised in prior periods if share options<br />
ultimately exercised are different to that estimated<br />
on vesting.<br />
Upon exercise <strong>of</strong> share options the proceeds<br />
received net <strong>of</strong> attributable transaction costs are<br />
credited to share capital, and where appropriate<br />
share premium.<br />
Employee benefits<br />
The <strong>Group</strong> and Company contribute to eight<br />
defined contribution pension schemes and two<br />
defined benefit pension schemes, the assets<br />
<strong>of</strong> which are held separately from those <strong>of</strong> the<br />
<strong>Group</strong> and are invested in managed funds.<br />
In respect <strong>of</strong> the defined benefit pension<br />
scheme, the cost <strong>of</strong> providing benefits is<br />
determined using the projected unit method,<br />
with actuarial valuations being carried out at each<br />
<strong>report</strong>ing date. Hence actuarial gains and losses<br />
are recognised in full in the period in which they<br />
occur through the statement <strong>of</strong> comprehensive<br />
income. The liability recognised in the statement<br />
<strong>of</strong> financial position is the present value <strong>of</strong> the<br />
defined benefit obligations less the fair value<br />
<strong>of</strong> plan assets. Associated interest credits are<br />
included within finance income and charges<br />
within finance costs. The current service cost<br />
incurred during the year to provide retirement<br />
benefits to employees is charged to operating<br />
pr<strong>of</strong>it. Pension scheme surpluses, to the<br />
extent that they are recoverable from future<br />
contributions, or deficits are recognised in full<br />
and presented on the face <strong>of</strong> the Statement <strong>of</strong><br />
Financial Position net <strong>of</strong> related deferred tax.<br />
In respect <strong>of</strong> the defined contribution pension<br />
schemes, the contributions paid by the <strong>Group</strong>,<br />
Company and the employees are invested within<br />
the individual funds in the month following the<br />
month <strong>of</strong> deduction. The employer contribution<br />
rates are determined by reference to an age,<br />
service or grade related scale or are at a fixed,<br />
level percentage. The amounts contributed by<br />
the <strong>Group</strong> and Company are charged to the<br />
income statement as the contributions fall due.<br />
Certain contracts require that employees transfer<br />
with protected pension rights and the <strong>Group</strong> and<br />
Company are responsible for the pension liability<br />
that exists.<br />
May Gurney <strong>Group</strong> Limited Employee<br />
Share Ownership Trust (‘ESOT’) and<br />
Employee Benefit Trust (‘EBT’)<br />
On <strong>28</strong> March 2008, May Gurney <strong>Group</strong> Trustees<br />
Limited acting in its capacity as trustee <strong>of</strong> the<br />
ESOT transferred 1,783,324 ordinary shares by<br />
way <strong>of</strong> a gift for £nil consideration to Lloyds TSB<br />
Offshore Trust Company Limited acting in its<br />
capacity as trustee <strong>of</strong> the May Gurney Integrated<br />
Services plc Employee Benefit Trust (EBT), an<br />
<strong>of</strong>fshore trust.<br />
Shares in the Company held by the ESOT and<br />
EBT are shown as a deduction in arriving at<br />
equity funds. Where the purchase <strong>of</strong> shares by<br />
the ESOT/EBT is financed by external bank loans,<br />
these loans are shown within current trade and<br />
other payables. Other current assets, liabilities<br />
and reserves <strong>of</strong> the ESOT/EBT are included<br />
within the statutory headings to which they relate.<br />
The ESOT/EBT are included within the Company<br />
financial statements. The ESOT/EBT have been<br />
accounted for in line with the requirements <strong>of</strong><br />
SIC 12 which states that the Company should<br />
consolidate all Special Purpose Entities <strong>of</strong> which<br />
the ESOT/EBT are classified as such.<br />
Dividends<br />
Dividends are recognised in the financial<br />
statements in the period in which they are<br />
approved by the Company’s shareholders.<br />
Interim dividends are recognised in the period in<br />
which they are approved and paid.<br />
Provisions<br />
A provision is recognised in the statement <strong>of</strong><br />
financial position when the <strong>Group</strong> has a present<br />
legal or constructive obligation as a result <strong>of</strong> a<br />
past event, and it is probable that an outflow <strong>of</strong><br />
economic benefits will be required to settle the<br />
obligation. When recognising and measuring a<br />
provision, events occurring after the <strong>report</strong>ing<br />
date, and before authorisation for issue, are<br />
considered to determine whether such events<br />
provide additional evidence <strong>of</strong> conditions that<br />
existed at the <strong>report</strong>ing date and should therefore<br />
be adjusted for.<br />
If the effect is material, provisions are determined<br />
by discounting the expected future cash flows<br />
at a pre-tax rate that reflects current market<br />
assessments <strong>of</strong> the time value <strong>of</strong> money and,<br />
where appropriate, the risks specific to the<br />
liability.<br />
Significant accounting estimates<br />
and judgements<br />
To be able to prepare accounts according to<br />
generally accepted accounting principles,<br />
management must make estimates and<br />
assumptions that affect the asset and liability<br />
items and revenue and expense amounts<br />
recorded in the financial statements. These<br />
estimates are based on historical experience<br />
and various other assumptions that management<br />
and the Board <strong>of</strong> Directors believe are reasonable<br />
under the circumstances. The results <strong>of</strong> this<br />
form the basis for making judgements about the<br />
carrying value <strong>of</strong> assets and liabilities that are not<br />
readily available from other sources.<br />
Areas requiring estimates that <strong>may</strong> significantly<br />
impact on the <strong>Group</strong>’s earnings and financial<br />
position are as follows:<br />
Estimated impairment <strong>of</strong> goodwill<br />
The <strong>Group</strong> tests <strong>annual</strong>ly whether goodwill has<br />
suffered any impairment, in accordance with<br />
the accounting policy previously stated. The<br />
recoverable amounts <strong>of</strong> cash-generating units<br />
have been determined based on value-in-use<br />
calculations. These calculations require the use<br />
<strong>of</strong> estimates. Further details <strong>of</strong> the estimates used<br />
are set out in Note 12.<br />
Areas requiring critical judgement that <strong>may</strong><br />
significantly impact on the <strong>Group</strong>’s earnings<br />
and financial position are as follows:<br />
(a) Revenue recognition<br />
The <strong>Group</strong> uses the percentage-<strong>of</strong>-completion<br />
method to determine the appropriate amount<br />
to recognise in a given period. The stage <strong>of</strong><br />
completion is measured by reference to the<br />
contract costs incurred up to the <strong>report</strong>ing date<br />
as a percentage <strong>of</strong> total estimated costs for each<br />
contract.<br />
(b) Pension benefits<br />
The present value <strong>of</strong> the pension obligations<br />
depends on a number <strong>of</strong> factors that are<br />
determined on an actuarial basis using a number<br />
<strong>of</strong> assumptions. The assumptions used in<br />
determining the net cost/income for pensions<br />
include the discount rate. Any changes in these<br />
assumptions will impact the carrying amount <strong>of</strong><br />
pension obligations.<br />
The <strong>Group</strong> determines the appropriate discount<br />
rate at the end <strong>of</strong> each year. This is the interest<br />
rate that should be used to determine the present<br />
value <strong>of</strong> estimated future cash flows expected to<br />
be required to settle the pension obligations. In<br />
determining the appropriate discount rate, the<br />
<strong>Group</strong> considers the interest rates <strong>of</strong> high-quality<br />
corporate bonds that are denominated in the<br />
currency in which the benefits will be paid, and<br />
that have terms to maturity approximating the<br />
terms <strong>of</strong> the related pension liability.<br />
Other key assumptions for pension obligations<br />
are based in part on current market conditions.<br />
Additional information is disclosed in Note <strong>28</strong>.<br />
(c) Share-based payments<br />
The weighted average fair value <strong>of</strong> options<br />
granted during the period was determined using<br />
the Trinomial pricing model. The assumptions<br />
used are detailed in Note 24.<br />
(d) Intangible assets<br />
The <strong>Group</strong> recognises certain intangible assets<br />
on acquisition. Judgements in respect <strong>of</strong> useful<br />
lives, discount rates and valuation methods affect<br />
the carrying value and amortisation charges in<br />
respect <strong>of</strong> these assets. These judgements are<br />
shown in Note 13.<br />
(e) Impairment <strong>of</strong> work in progress<br />
In assessing whether work in progress is<br />
impaired, estimates are made <strong>of</strong> future sales<br />
revenue, timing and build costs. The <strong>Group</strong> has<br />
controls in place to ensure that estimates <strong>of</strong> sales<br />
revenue are consistent, and external valuations<br />
are used where appropriate.<br />
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Notes to the <strong>report</strong> and accounts<br />
1. Segmental analysis<br />
For management purposes, the <strong>Group</strong> is currently organised into three segments – Public Sector Services (Highways Services, Environmental Services, Facility Services and<br />
Fleet & Passenger Services), Regulated Sector Services (Utility Services, Rail Services and Waterways Services) and Property. The three segments noted are those that are<br />
regularly reviewed by the <strong>Group</strong>’s Chief Operating Decision Maker (CODM) Philip Fellowes-Prynne (Chief Executive). Revenue is mostly derived from contract work.<br />
The identification <strong>of</strong> these <strong>report</strong>able segments has come about due to the <strong>Group</strong>’s aim <strong>of</strong> aligning <strong>services</strong> more closely with the needs <strong>of</strong> its long-term clients<br />
and the nature <strong>of</strong> the work the <strong>Group</strong> delivers for them, namely delivering essential front-line maintenance and enhancement <strong>services</strong>.<br />
for the year ended 31 March 2012<br />
Public<br />
Sector Services<br />
£m<br />
Regulated<br />
Sector Services<br />
£m<br />
Property<br />
£m<br />
Revenue<br />
Total revenue 418.9 279.2 – 698.1<br />
Less: between segments (0.7) (2.1) – (2.8)<br />
External revenue 418.2 277.1 – 695.3<br />
Sales between segments are charged at prevailing market prices.<br />
Result per management information reviewed by the CODM<br />
<strong>Group</strong> operating pr<strong>of</strong>it before amortisation and non-recurring costs 17.8 12.3 – 30.1<br />
Intangible assets amortisation (2.3) (1.9) – (4.2)<br />
Non-recurring costs (3.7) (1.2) – (4.9)<br />
Finance income 0.3<br />
Finance costs (2.0)<br />
Pr<strong>of</strong>it before taxation 19.3<br />
Taxation (5.7)<br />
Pr<strong>of</strong>it for the year per management information 13.6<br />
Taxation adjustment 0.2<br />
Pr<strong>of</strong>it for the year per statutory accounts 13.8<br />
Segment assets and liabilities<br />
Total assets<br />
Segments 196.0 107.0 12.0 315.0<br />
Not allocated to segments 4.2<br />
Total liabilities<br />
Segments (146.9) (73.0) (0.5) (220.4)<br />
Not allocated to segments (6.2)<br />
<strong>Group</strong><br />
£m<br />
319.2<br />
(226.6)<br />
1. Segmental analysis (continued)<br />
for the year ended 31 March 2011<br />
Public<br />
Sector Services<br />
£m<br />
Regulated<br />
Sector Services<br />
£m<br />
Property<br />
£m<br />
Revenue<br />
Total revenue 377.7 196.6 – 574.3<br />
Less: between segments (1.4) (1.5) – (2.9)<br />
External revenue 376.3 195.1 – 571.4<br />
Sales between segments are charged at prevailing market prices.<br />
Result per management information reviewed by the CODM<br />
<strong>Group</strong> operating pr<strong>of</strong>it before amortisation and non-recurring costs 17.3 7.8 – 25.1<br />
Intangible assets amortisation (1.4) (0.7) – (2.1)<br />
Non-recurring costs – (3.4) – (3.4)<br />
Finance income 0.4<br />
Finance costs (1.2)<br />
Pr<strong>of</strong>it before taxation 18.8<br />
Taxation (5.7)<br />
Pr<strong>of</strong>it for the year per management information 13.1<br />
Taxation adjustment 0.2<br />
Pr<strong>of</strong>it for the year per statutory accounts 13.3<br />
Segment assets and liabilities<br />
Total assets<br />
Segments 117.7 105.1 11.8 234.6<br />
Not allocated to segments 10.0<br />
Total liabilities<br />
Segments (86.7) (63.6) (0.6) (150.9)<br />
Not allocated to segments (9.6)<br />
Other Information<br />
Capital expenditure including acquisitions 15.8 7.8 – 23.6<br />
Depreciation 7.2 1.6 – 8.8<br />
As the <strong>Group</strong>’s activities are almost entirely domestic, no geographical segmental analysis is required.<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
<strong>Group</strong><br />
£m<br />
244.6<br />
(160.5)<br />
Other Information<br />
Capital expenditure including acquisitions 68.0 2.4 – 70.4<br />
Depreciation 12.3 4.0 0.1 16.4<br />
As the <strong>Group</strong>’s activities are almost entirely domestic, no geographical segmental analysis is required. No customers (2011: one) in the Regulated Sector Services segment<br />
accounted for over 10% <strong>of</strong> total revenue (2011: 12%).<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
2. <strong>Group</strong> operating pr<strong>of</strong>it before amortisation and non-recurring items<br />
<strong>Group</strong> operating pr<strong>of</strong>it before amortisation and non-recurring items is stated after charging/(crediting):<br />
4. Revenue<br />
The following significant categories <strong>of</strong> revenue were recognised in the year.<br />
for the year ended 31 March 2012<br />
Depreciation (Note 11) – owned 6.5 3.9<br />
– finance lease and hire purchase 9.9 4.9<br />
Pr<strong>of</strong>it on sale <strong>of</strong> plant and machinery (0.5) (0.2)<br />
(Pr<strong>of</strong>it)/loss on sale <strong>of</strong> freehold land and buildings (0.1) 0.1<br />
Directors’ emoluments (Note 7) 1.0 0.9<br />
Share-based payments 0.1 (0.3)<br />
Fees payable to the Company’s auditor for the audit <strong>of</strong> the <strong>annual</strong> accounts – –<br />
Fees payable to the Company’s auditor and its associates for other <strong>services</strong><br />
– audit <strong>of</strong> the Company’s subsidiaries 0.1 0.1<br />
– tax advisory and compliance <strong>services</strong> – –<br />
– corporate finance <strong>services</strong> – –<br />
Amounts payable under operating leases<br />
– land and buildings 2.7 2.5<br />
– plant and machinery 5.6 6.2<br />
Included within ‘other non-recurring costs’ is an amount <strong>of</strong> £0.1m which the <strong>Group</strong> paid to its auditors for vendor due diligence work for Senturion <strong>Group</strong> Limited,<br />
in connection with its acquisition by May Gurney Limited.<br />
3. Other non-recurring costs<br />
for the year ended 31 March 2012<br />
Internal reorganisation costs 2.9 –<br />
Senturion acquisition and integration costs 2.0 –<br />
Geotechnical business closure costs – 1.6<br />
Rail fabrication business closure costs – 0.3<br />
Turriff acquisition costs – 1.5<br />
2012<br />
£m<br />
2012<br />
£m<br />
2011<br />
£m<br />
2011<br />
£m<br />
for the year ended 31 March 2012<br />
Revenue arising from:<br />
Sale <strong>of</strong> goods 4.5 5.0<br />
Contract revenue 690.8 566.4<br />
5. Finance income and costs<br />
for the year ended 31 March 2012<br />
2012<br />
£m<br />
2011<br />
£m<br />
695.3 571.4<br />
Finance income<br />
Interest receivable from short-term bank deposits 0.2 0.3<br />
Other interest – 0.1<br />
Finance income in relation to defined benefit pension scheme 0.1 –<br />
2012<br />
£m<br />
2011<br />
£m<br />
0.3 0.4<br />
Finance costs<br />
Finance charges payable under finance leases (1.5) (1.0)<br />
Finance cost in relation to the change in value <strong>of</strong> financial assets (0.1) (0.1)<br />
Other interest (0.4) (0.1)<br />
(2.0) (1.2)<br />
4.9 3.4<br />
During the year, the <strong>Group</strong> consolidated its trading operations into two divisions, Public Sector Services and Regulated Services. Internal reorganisation costs <strong>of</strong> £2.9m<br />
were incurred in the year in relation to redundancy and consultancy related expenditure.<br />
On 9 November 2011, the <strong>Group</strong> acquired 100% <strong>of</strong> the issued share capital <strong>of</strong> Senturion <strong>Group</strong> Limited, trading as TransLinc, a market-leading provider <strong>of</strong> specialist<br />
fleet and passenger <strong>services</strong> to UK local authorities (Note 27).<br />
During the prior year, the Board reached a decision to close the <strong>Group</strong>’s non-core geotechnical and rail fabrication businesses in line with its stated strategy to focus<br />
on long-term contracts with clients in the public and regulated sectors.<br />
On 21 January 2011, the <strong>Group</strong> acquired 100% <strong>of</strong> the issued share capital <strong>of</strong> Turriff <strong>Group</strong> Limited, one <strong>of</strong> Scotland’s largest utility infrastructure maintenance companies.<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
6. Staff numbers and costs<br />
The average number <strong>of</strong> people (including Directors) employed by the <strong>Group</strong> during the year, categorised by segment, was as follows:<br />
8. Taxation<br />
(a) Analysis <strong>of</strong> tax charge:<br />
for the year ended 31 March 2012<br />
No <strong>of</strong><br />
employees<br />
2012<br />
No <strong>of</strong><br />
employees<br />
2011<br />
Public Sector Services 3,684 3,045<br />
Regulated Sector Services 1,978 1,443<br />
<strong>Group</strong> and Shared Services 261 220<br />
The aggregate payroll costs <strong>of</strong> these employees were:<br />
for the year ended 31 March 2012<br />
5,923 4,708<br />
Wages and salaries 150.9 1<strong>28</strong>.3<br />
Social security costs 15.2 12.6<br />
<strong>Group</strong> pension costs (Note <strong>28</strong>) 1.0 1.1<br />
Other pension costs (Note <strong>28</strong>) 6.9 4.0<br />
2012<br />
£m<br />
2011<br />
£m<br />
174.0 146.0<br />
The average number <strong>of</strong> people (including Directors) employed by the Company during the year was 13 (2011: 8), with an aggregate payroll cost <strong>of</strong> £1.3m (2011: £1.1m).<br />
Key management remuneration has been disclosed in Note 32.<br />
7. Emoluments <strong>of</strong> Directors<br />
for the year ended 31 March 2012<br />
Directors’ emoluments 1.0 0.9<br />
An analysis <strong>of</strong> Directors’ emoluments and pension entitlements (including those <strong>of</strong> the highest paid Director) and their interests in the share capital <strong>of</strong> the Company is contained<br />
in the Directors’ Remuneration Report on pages 56 to 61.<br />
2012<br />
£m<br />
2011<br />
£m<br />
for the year ended 31 March 2012<br />
Current tax<br />
Corporation tax on pr<strong>of</strong>its for the year 6.1 6.2<br />
Under provision in respect <strong>of</strong> prior years 0.6 0.1<br />
Total current tax 6.7 6.3<br />
Deferred tax<br />
Origination and reversal <strong>of</strong> temporary differences 0.5 0.4<br />
Tax effect <strong>of</strong> intangible assets amortisation (1.0) (0.6)<br />
Over provision in respect <strong>of</strong> prior years (0.7) (0.6)<br />
Total deferred tax (1.2) (0.8)<br />
Total tax charge for the year 5.5 5.5<br />
(b) Factors affecting the tax charge:<br />
The taxation assessed for the year is higher than the standard rate <strong>of</strong> corporation tax in the UK (26%).<br />
The charge is affected by a number <strong>of</strong> factors in addition to the standard UK rate. The differences are explained as follows:<br />
for the year ended 31 March 2012<br />
Pr<strong>of</strong>it before tax 19.3 18.8<br />
Pr<strong>of</strong>it before tax multiplied by standard rate <strong>of</strong> corporation tax in the UK <strong>of</strong> 26%<br />
– expected charge 5.0 5.3<br />
Effects <strong>of</strong>:<br />
Expenses not deductible for tax purposes 0.7 0.6<br />
Change in future tax rate (0.1) 0.1<br />
Adjustments to tax charge in respect <strong>of</strong> previous year (current and deferred) (0.1) (0.5)<br />
Total tax charge for year (Note 8(a)) 5.5 5.5<br />
2012<br />
£m<br />
2012<br />
£m<br />
2011<br />
£m<br />
2011<br />
£m<br />
The effective tax rate, excluding the impact <strong>of</strong> non-recurring items, for the year is 27.2% (2011: <strong>28</strong>.4%).<br />
The Finance Act 2011 included legislation reducing the main rate <strong>of</strong> corporation tax from 26% to 25% with effect from 1 April 2012. Subsequently, the Finance (No 4) Bill<br />
2010-2012 published on <strong>28</strong> March 2012, included a further reduction in the corporation tax rate from 25% to 24% which was passed by a House <strong>of</strong> Commons resolution on<br />
26 March 2012 (to have effect under the provisions <strong>of</strong> the Provisional Collection <strong>of</strong> Taxes Act 1968). The effect <strong>of</strong> the change in the rate <strong>of</strong> corporation tax was to reduce the net<br />
deferred tax liability provided at 31 March 2012 by £0.1m, with a corresponding increase in pr<strong>of</strong>it for the year but with no effect on other comprehensive income.<br />
Proposed further reductions to the main rate <strong>of</strong> corporation tax by 1% per annum to 22% by 1 April 2014 are expected to be enacted separately each year. As these had not<br />
been enacted at the balance sheet date, the effect <strong>of</strong> these proposed reductions has not been included in these financial statements. The overall effect <strong>of</strong> the proposed further<br />
rate changes from 24% to 22%, if applied to the net deferred tax balance at 31 March 2012, would be to reduce the net deferred tax liability by approximately £0.1m.<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
9. Dividends<br />
for the year ended 31 March 2012<br />
Amounts recognised as distributions to equity holders in the period:<br />
Final dividend paid for the year ended 31 March 2011 <strong>of</strong> 4.52 pence per share 3.0 2.5<br />
Interim dividend paid for the year ended 31 March 2012 <strong>of</strong> 2.79 pence per share 1.9 1.4<br />
2012<br />
£m<br />
2011<br />
£m<br />
4.9 3.9<br />
The proposed final dividend <strong>of</strong> 5.63 pence per share had not been approved at the <strong>report</strong>ing date and so has not been included as a liability in these financial statements.<br />
If approved by the shareholders, the dividend will be paid on 31 July 2012 to holders <strong>of</strong> ordinary shares on the register at the close <strong>of</strong> business on 22 June 2012.<br />
The Trustee <strong>of</strong> the May Gurney <strong>Group</strong> Limited Employee Share Ownership Trust has waived its right to receive any dividends in respect <strong>of</strong> shares held in the Trust.<br />
10. Earnings per share<br />
for the year ended 31 March 2012<br />
Pr<strong>of</strong>it for the year 13.8 13.3<br />
Basic/diluted earnings 13.8 13.3<br />
Adjustments to basic earnings<br />
Intangible assets amortisation 4.2 2.1<br />
Other non-recurring costs 4.9 3.4<br />
Tax on non-recurring items (2.2) (1.4)<br />
Underlying earnings 20.7 17.4<br />
Number <strong>of</strong> shares Number Number<br />
Weighted average number <strong>of</strong> ordinary shares for the purposes <strong>of</strong> basic earnings per share 67,246,350 67,114,100<br />
Effect <strong>of</strong> dilutive potential ordinary shares 2,050,704 1,652,921<br />
Weighted average number <strong>of</strong> ordinary shares for the purposes <strong>of</strong> diluted earnings per share 69,297,054 68,767,021<br />
Weighted average number <strong>of</strong> ordinary shares for the purposes <strong>of</strong> underlying earnings per share 70,236,016 70,236,016<br />
2012<br />
£m<br />
2011<br />
£m<br />
11. Property, plant and equipment<br />
for the year ended 31 March 2012<br />
<strong>Group</strong><br />
Freehold<br />
land and<br />
buildings<br />
£m<br />
Short<br />
leasehold<br />
property<br />
£m<br />
Plant,<br />
vehicles and<br />
equipment<br />
£m<br />
Cost<br />
At 1 April 2010 2.5 0.5 48.7 51.7<br />
Acquisition <strong>of</strong> subsidiary undertakings – – 6.7 6.7<br />
Additions – 1.2 15.7 16.9<br />
Disposals (0.2) – (5.6) (5.8)<br />
At 1 April 2011 2.3 1.7 65.5 69.5<br />
Acquisition <strong>of</strong> subsidiary undertakings (Note 27) 1.4 – 46.2 47.6<br />
Inter-<strong>Group</strong> transfers 1.4 – (1.4) –<br />
Additions – 0.8 22.0 22.8<br />
Disposals – – (10.5) (10.5)<br />
At 31 March 2012 5.1 2.5 121.8 129.4<br />
Depreciation<br />
At 1 April 2010 0.9 0.4 24.7 26.0<br />
Charge for year – 0.1 8.7 8.8<br />
Disposals – – (4.5) (4.5)<br />
At 1 April 2011 0.9 0.5 <strong>28</strong>.9 30.3<br />
Charge for year 0.1 0.1 16.2 16.4<br />
Disposals – – (9.7) (9.7)<br />
At 31 March 2012 1.0 0.6 35.4 37.0<br />
Net book value at 31 March 2012 4.1 1.9 86.4 92.4<br />
Net book value at 31 March 2011 1.4 1.2 36.6 39.2<br />
Included in the total net book value <strong>of</strong> plant, vehicles and equipment is £54.9m (2011: £19.8m) in respect <strong>of</strong> assets acquired under finance leases and hire purchase<br />
agreements. Depreciation for the year on these assets was £9.9m (2011: £4.9m).<br />
Total<br />
£m<br />
pence<br />
pence<br />
Underlying earnings per share 29.47 24.77<br />
Basic earnings per share 20.52 19.82<br />
Diluted earnings per share 19.91 19.34<br />
Underlying earnings per share, before non-recurring items, has been disclosed to give a clearer understanding <strong>of</strong> the <strong>Group</strong>’s underlying trading performance. It has been<br />
calculated using the underlying earnings figures above and an adjusted weighted average number <strong>of</strong> ordinary shares which includes those shares held by the <strong>Group</strong> Employee<br />
Share Ownership Trust.<br />
Diluted earnings per share is the basic earnings per share after allowing for the dilutive effect <strong>of</strong> the conversion into ordinary shares <strong>of</strong> the number <strong>of</strong> options outstanding during<br />
the year (see Note 24).<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
12. Goodwill<br />
13. Other intangible assets<br />
for the year ended 31 March 2012<br />
Total<br />
£m<br />
for the year ended 31 March 2012<br />
Total<br />
£m<br />
<strong>Group</strong><br />
<strong>Group</strong><br />
Cost and net book value<br />
At 1 April 2010 35.2<br />
Acquisition <strong>of</strong> subsidiary 6.9<br />
At 1 April 2011 42.1<br />
Acquisition <strong>of</strong> subsidiary (Note 27) 18.2<br />
At 31 March 2012 60.3<br />
The carrying value <strong>of</strong> goodwill has been allocated by operating segment as follows:<br />
for the year ended 31 March 2012<br />
<strong>Group</strong><br />
Public Sector Services 35.2 17.0<br />
Regulated Sector Services 25.1 25.1<br />
2012<br />
£m<br />
2011<br />
£m<br />
60.3 42.1<br />
The carrying values <strong>of</strong> the <strong>Group</strong>’s goodwill are reassessed at least <strong>annual</strong>ly or whenever events or changes in circumstances indicate that the carrying value <strong>may</strong> not be<br />
recoverable. If analysis indicates that the carrying value is too high, then this is reduced to its recoverable amount which is the higher <strong>of</strong> fair value less costs to sell and its<br />
value in use.<br />
Value in use is calculated using pre-tax cash flow projections based on financial budgets and business plans covering a four year period, which take into account historical<br />
trends and market conditions, and which have been approved by the Board. The cash flow forecasts are adjusted by an appropriate discount rate derived from our cost <strong>of</strong><br />
capital plus a reasonable risk premium at the date <strong>of</strong> valuation.<br />
The key assumptions are: operating margin (4%-5%); average <strong>annual</strong> growth rate (0%-7%); and pre-tax discount rate (10%). The average growth rates used are consistent<br />
with forecasts included in industry <strong>report</strong>s.<br />
The <strong>Group</strong>’s impairment review is sensitive to changes in the key assumptions used, in particular the growth rate and discount rate. However, based on the <strong>Group</strong>’s sensitivity<br />
analysis, a reasonable change in a single assumption will not cause impairment in any <strong>of</strong> the <strong>Group</strong>’s cash generating units.<br />
Valuation<br />
At 1 April 2010 19.9<br />
Internal development 2.9<br />
Additions – acquisition <strong>of</strong> subsidiary 5.0<br />
At 1 April 2011 27.8<br />
Internal development 0.5<br />
Additions – acquisition <strong>of</strong> subsidiary (Note 27) 11.1<br />
At 31 March 2012 39.4<br />
Amortisation<br />
At 1 April 2010 14.3<br />
Charge for year 2.1<br />
At 1 April 2011 16.4<br />
Charge for year 4.2<br />
At 31 March 2012 20.6<br />
Net book value at 31 March 2012 18.8<br />
Net book value at 1 April 2011 11.4<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
13. Other intangible assets (continued)<br />
Other intangible assets valuation comprises:<br />
Year<br />
acquired<br />
Carrying value<br />
£m<br />
Valuation<br />
£m<br />
TJ Brent Order book 1 2005 – 2.1 2<br />
TJ Brent Customer relationships 1 2005 0.4 6.4 10<br />
AC Chesters Order book 1 2007 – 1.2 3<br />
AC Chesters Customer relationships 1 2007 0.1 0.3 8<br />
FDT Order book 1 2008 – 0.6 3<br />
FDT Customer relationships 1 2008 – 0.5 5<br />
Willows Order book 1 2008 – 0.3 1.5<br />
Willows Customer relationships 1 2008 – 1.0 4<br />
SHWRC Business Order book 2 2008 1.0 3.7 8.5<br />
ECT Order book 2 2009 0.8 3.3 7<br />
ECT Customer relationships 2 2009 – 0.5 7<br />
MGConnect TM s<strong>of</strong>tware development 2011 2.8 3.4 4<br />
Turriff Order book 1 2011 0.6 1.7 3<br />
Turriff Customer relationships 1 2011 2.7 3.1 5<br />
Turriff Trademark 1 2011 0.1 0.2 1<br />
TransLinc Order book 2 2012 5.0 5.7 7<br />
TransLinc Customer relationships 2 2012 5.3 5.4 12<br />
18.8 39.4<br />
In the current and prior year the <strong>Group</strong> incurred costs in developing s<strong>of</strong>tware for the MGConnect TM project which is the <strong>Group</strong>’s <strong>integrated</strong> web-enabled technology platform<br />
that covers all areas <strong>of</strong> the <strong>Group</strong>’s activities.<br />
For the valuations above the purchase price allocation method was used, which required identification and fair value estimation <strong>of</strong> the individual intangible assets acquired.<br />
In order to arrive at an estimate <strong>of</strong> fair value, the income approach was used which values the cash flows that the asset might reasonably be expected to generate.<br />
The TransLinc valuations completed in the year were based on financial projections prepared at the time <strong>of</strong> acquisition and a weighted average cost <strong>of</strong> capital <strong>of</strong> 13.9%.<br />
1<br />
Regulated Sector Services operating segment<br />
2<br />
Public Sector Services operating segment<br />
* UEL = Original Useful Economic Life<br />
14. Investments<br />
UEL*<br />
yearsl<br />
15. Deferred tax (liability)/asset<br />
for the year ended 31 March 2012<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
At beginning <strong>of</strong> year 0.9 0.7 1.1 0.9<br />
Effect <strong>of</strong> reduction in future tax rate to 24% (2011: 26%) 0.1 – (0.1) –<br />
Acquisition <strong>of</strong> subsidiaries (3.6) – (1.0) –<br />
Debited direct to equity (0.3) (0.3) – (0.2)<br />
Income statement credit 1.2 0.1 0.9 –<br />
At end <strong>of</strong> year (1.7) 0.5 0.9 0.7<br />
Deferred taxation at 24% (2011: 26%) is in respect <strong>of</strong>:<br />
for the year ended 31 March 2012<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
Depreciation in excess <strong>of</strong> capital allowances 0.2 – 0.1 –<br />
Other temporary differences – – 0.9 –<br />
Intangible assets acquired (3.9) – (2.3) –<br />
Share-based payments 1.8 0.3 2.1 0.6<br />
Defined benefit pension scheme 0.2 0.2 0.1 0.1<br />
Deferred tax (liability)/asset (1.7) 0.5 0.9 0.7<br />
Deferred tax assets and liabilities are <strong>of</strong>fset when there is a legally enforceable right to <strong>of</strong>fset current tax assets against current tax liabilities and when the deferred taxes relate to<br />
the same fiscal authority.<br />
16. Inventories<br />
for the year ended 31 March 2012<br />
Raw materials and consumables 0.4 0.3<br />
Finished goods and goods for resale 4.1 4.1<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
Company<br />
Shares in<br />
subsidiary<br />
undertakings<br />
£m<br />
2012<br />
Total<br />
£m<br />
2011<br />
Total<br />
£m<br />
During the year £11.5m (2011: £9.1m) <strong>of</strong> inventories was recognised as an expense.<br />
4.5 4.4<br />
Cost and net book value<br />
At beginning and end <strong>of</strong> year 20.3 20.3 20.3<br />
Refer to Note 30 for the list <strong>of</strong> subsidiary entities.<br />
86 May Gurney Integrated Services plc<br />
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Annual Report and Accounts 2012
Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
17. Trade and other receivables<br />
for the year ended 31 March 2012<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
Trade receivables 95.1 – 91.0 –<br />
Amounts due from contract customers 5.9 – 7.9 –<br />
Amounts owed by subsidiary undertakings – 11.4 – 2.8<br />
Other receivables 2.1 0.3 4.6 –<br />
Prepayments and accrued income 9.1 0.1 6.9 0.1<br />
112.2 11.8 110.4 2.9<br />
Trade and other receivables are initially stated at their fair value and subsequently measured at amortised cost as reduced by appropriate allowance for estimated irrecoverable<br />
amounts. The Directors consider that the carrying values <strong>of</strong> current trade and other receivables approximate their fair values.<br />
Amounts due from contract customers relates to value in excess <strong>of</strong> cash received recognised on long-term contracts. At 31 March 2012 there were three contracts being<br />
accounted for as a long-term contract (2011: three).<br />
Trade and other receivables have been reviewed for indicators <strong>of</strong> impairment. Certain trade receivables were found to be potentially impaired and a provision <strong>of</strong> £0.7m<br />
(2011: £0.5m) has been recorded accordingly.<br />
In addition, some <strong>of</strong> the unimpaired trade receivables are past due as at the <strong>report</strong>ing date. The age <strong>of</strong> financial assets past due but not impaired is as follows:<br />
for the year ended 31 March 2012<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
Not more than 3 months 7.7 – 3.9 –<br />
More than 3 months but not more than 6 months 0.8 – 0.8 –<br />
The movement in the provision for impairment <strong>of</strong> trade receivables is as follows:<br />
for the year ended 31 March 2012<br />
8.5 – 4.7 –<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
Balance at 1 April 2011 0.5 – 0.4 –<br />
Credited to the income statement<br />
– additional provisions 0.5 – 0.4 –<br />
– unused amounts reversed (0.3) – (0.3) –<br />
Balance at 31 March 2012 0.7 – 0.5 –<br />
17. Trade and other receivables (continued)<br />
The ageing <strong>of</strong> the impaired receivables is as follows:<br />
for the year ended 31 March 2012<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
Six to nine months 0.3 – 0.2 –<br />
Nine to twelve months 0.2 – 0.1 –<br />
Over twelve months 0.2 – 0.2 –<br />
Exposure to credit risk is disclosed in Note 20.<br />
18. Cash and cash equivalents<br />
for the year ended 31 March 2012<br />
0.7 – 0.5 –<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
Cash at bank and in hand 30.5 3.0 20.9 3.5<br />
Short-term bank deposits 0.5 0.1 15.3 5.1<br />
The carrying amount <strong>of</strong> cash and cash equivalents approximates their fair value.<br />
19. Trade and other payables<br />
for the year ended 31 March 2012<br />
31.0 3.1 36.2 8.6<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
Amounts due to contract customers 6.0 – 3.9 –<br />
Trade payables 89.7 0.1 80.2 –<br />
Contingent consideration 5.0 – 6.0 –<br />
Other tax and social security 17.8 0.8 14.8 1.0<br />
Other payables 8.8 0.1 16.3 0.2<br />
Accruals and deferred income 13.9 0.4 11.5 0.2<br />
141.2 1.4 132.7 1.4<br />
Trade and other payables are initially stated at their fair value and subsequently measured at amortised cost. The Directors consider that the carrying values <strong>of</strong> current trade<br />
and other payables approximate their fair values.<br />
Amounts due to contract customers relates to cash received in excess <strong>of</strong> value recognised.<br />
During the year, the <strong>Group</strong> agreed with the vendor <strong>of</strong> Turriff <strong>Group</strong> Limited in respect <strong>of</strong> the £1 million contingent consideration which was payable on determination <strong>of</strong> the<br />
completion EBITDA (Earnings Before Interest, Tax, Depreciation and Amortisation) for the year ended 31 December 2010 for Turriff <strong>Group</strong>.<br />
88 May Gurney Integrated Services plc<br />
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89<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
20. Financial instruments<br />
Capital risk management<br />
The <strong>Group</strong> manages its capital to ensure its ability to continue as a going concern and to maintain an optimal capital structure to reduce the cost <strong>of</strong> capital.<br />
The capital structure <strong>of</strong> the <strong>Group</strong> comprises equity attributable to equity holders <strong>of</strong> May Gurney Integrated Services plc consisting <strong>of</strong> issued ordinary share capital, reserves<br />
and retained earnings as disclosed in Notes 23 and 25 and cash and cash equivalents as disclosed in Note 18.<br />
The <strong>Group</strong> maintains or adjusts its capital structure through the payment <strong>of</strong> dividends to shareholders. The <strong>Group</strong>’s policy is to carry no significant long-term debt, other than<br />
finance leases.<br />
The <strong>Group</strong>’s overall capital risk management strategy remains unchanged from 2011.<br />
Financial risk management<br />
Financial risk management is an integral part <strong>of</strong> the way the <strong>Group</strong> is managed. In the course <strong>of</strong> its business, the <strong>Group</strong> is exposed primarily to interest rate risk, credit risk and<br />
liquidity risk. The overall aim <strong>of</strong> the <strong>Group</strong>’s financial risk management policies is to minimise potential adverse effects on financial performance and net assets.<br />
The <strong>Group</strong>’s finance department manages the principal financial risks within policies and operating parameters approved by the Board <strong>of</strong> Directors.<br />
Interest rate risk<br />
Interest rate risk arises on the <strong>Group</strong>’s obligations under finance leases as some interest rates are fixed at the start <strong>of</strong> the lease and some are floating. A 1% increase/decrease<br />
in the floating rate would lead to a £0.3m increase/decrease in the <strong>Group</strong>’s finance costs.<br />
Interest rate risk arises on the <strong>Group</strong>’s cash and cash equivalents. A 1% increase/decrease in the Bank <strong>of</strong> England base rate would lead to a £0.3m (2011: £0.4m) increase/<br />
decrease in the <strong>Group</strong>’s finance income.<br />
Credit risk<br />
Exposure to credit risk is limited to the carrying amount <strong>of</strong> financial assets recognised at the <strong>report</strong>ing date, namely cash and cash equivalents and trade and other receivables.<br />
The <strong>Group</strong> continuously monitors defaults <strong>of</strong> customers and other counterparties, identified either individually or by group, and incorporates this information into its credit risk<br />
controls. Where available at reasonable cost, external credit ratings and/or <strong>report</strong>s on customers and other counterparties are obtained and used. The <strong>Group</strong>’s policy is to deal<br />
only with creditworthy counterparties.<br />
The <strong>Group</strong>’s management considers that all financial assets that are not impaired for each <strong>of</strong> the <strong>report</strong>ing dates under review are <strong>of</strong> good credit quality, including those that are<br />
past due. An analysis <strong>of</strong> amounts that are past due but not impaired is shown in Note 17.<br />
None <strong>of</strong> the <strong>Group</strong>’s financial assets are secured by collateral or other credit enhancements.<br />
The credit risk for liquid funds and other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.<br />
The <strong>Group</strong> has no significant concentration <strong>of</strong> credit risk in respect <strong>of</strong> amounts due from contract customers or trade receivable balances at the <strong>report</strong>ing date, with exposure<br />
spread over a number <strong>of</strong> customers and across the <strong>Group</strong>’s operating segments.<br />
Liquidity risk<br />
The <strong>Group</strong> manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash outflows due in day-to-day<br />
business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis <strong>of</strong> a rolling 30-day projection.<br />
The <strong>Group</strong> maintains cash to meet its liquidity requirements for up to 30-day periods. Funding in regards to long-term liquidity needs is additionally secured by an adequate<br />
amount <strong>of</strong> committed credit facilities.<br />
Commodity Price Risk<br />
Through its environmental <strong>services</strong> contracts the <strong>Group</strong> has some exposure to fluctuations in recyclable commodity prices. Where possible the <strong>Group</strong> seeks to mitigate the risk<br />
by passing on the risk and reward <strong>of</strong> price fluctuations to clients and through the use <strong>of</strong> cap and collar agreements with buyers <strong>of</strong> recyclable commodities. The fair value <strong>of</strong> such<br />
contracts is not considered material as a limited amount <strong>of</strong> recyclable material is held at the end <strong>of</strong> the year and as such is not recognised in the statement <strong>of</strong> financial position.<br />
Foreign currency risk<br />
The <strong>Group</strong> does not have significant foreign currency transactions and exposure to foreign currency risk is therefore minimal. Accordingly, these financial statements do not<br />
include any sensitivity analysis in respect <strong>of</strong> currency risk.<br />
Price risk<br />
The Directors do not consider there to be any price risk relating to equity instruments and hence no need for any related disclosures.<br />
20. Financial instruments (continued)<br />
Categories <strong>of</strong> financial instruments<br />
<strong>Group</strong><br />
2012<br />
Loans and<br />
receivables<br />
£m<br />
2012<br />
Non-financial<br />
assets<br />
£m<br />
2012<br />
Financial<br />
liabilities at<br />
amortised cost<br />
£m<br />
2012<br />
Non-financial<br />
liabilities<br />
£m<br />
2011<br />
Loans and<br />
receivables<br />
£m<br />
2011<br />
Non-financial<br />
assets<br />
£m<br />
2011<br />
Financial<br />
liabilities at<br />
amortised cost<br />
£m<br />
2011<br />
Non-financial<br />
liabilities<br />
£m<br />
Financial assets<br />
Cash at bank 31.0 – – – 36.2 – – –<br />
Trade receivables – current 95.1 – – – 91.0 – – –<br />
Other receivables – current 8.0 – – – 12.5 – – –<br />
Prepayments – 9.1 – – – 6.9 – –<br />
Total 134.1 9.1 – – 139.7 6.9 – –<br />
Financial liabilities<br />
Trade payables – – (89.7) – – – (80.2) –<br />
Other liabilities – current – – (14.8) – – – (20.2) –<br />
Other liabilities – non-current – – – – – – – (0.1)<br />
Accruals – – (13.9) – – – (11.5) –<br />
VAT and taxation payables – – – (20.9) – – – (16.8)<br />
Contingent consideration – – (5.0) – – – (6.0) –<br />
Borrowings – current – – (20.0) – – – – –<br />
Total – – (143.4) (20.9) – – (117.9) (16.9)<br />
Net 134.1 9.1 (143.4) (20.9) 139.7 6.9 (117.9) (16.9)<br />
Company<br />
2012<br />
Loans and<br />
receivables<br />
£m<br />
2012<br />
Non-financial<br />
assets<br />
£m<br />
2012<br />
Financial<br />
liabilities at<br />
amortised cost<br />
£m<br />
2012<br />
Non-financial<br />
liabilities<br />
£m<br />
2011<br />
Loans and<br />
receivables<br />
£m<br />
2011<br />
Non-financial<br />
assets<br />
£m<br />
2011<br />
Financial<br />
liabilities at<br />
amortised cost<br />
£m<br />
2011<br />
Non-financial<br />
liabilities<br />
£m<br />
Financial assets<br />
Cash at bank 3.1 – – – 8.6 – – –<br />
Other receivables 0.3 – – – – – – –<br />
Prepayments – 0.1 – – – 0.1 – –<br />
VAT and taxation receivables – 0.5 – – – 0.4 – –<br />
Investments in subsidiaries – 20.3 – – – 20.3 – –<br />
Total 3.4 20.9 – – 8.6 20.8 – –<br />
Financial liabilities<br />
Trade payables – – (0.1) – – – – –<br />
Other liabilities – current – – (0.1) – – – (0.2) –<br />
Accruals – – (0.4) – – – (0.2) –<br />
VAT and taxation payables – – – (0.8) – – – (1.0)<br />
Total – – (0.6) (0.8) – – (0.4) (1.0)<br />
Net 3.4 20.9 (0.6) (0.8) 8.6 20.8 (0.4) (1.0)<br />
90 May Gurney Integrated Services plc<br />
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Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
20. Financial instruments (continued)<br />
2012<br />
Trade and<br />
other payables<br />
£m<br />
2012<br />
Finance leases<br />
& borrowings<br />
£m<br />
2012<br />
Total<br />
£m<br />
2011<br />
Trade and<br />
other payables<br />
£m<br />
2011<br />
Finance<br />
leases<br />
£m<br />
Due within one year 118.4 37.9 156.3 111.9 8.3 120.2<br />
Due within one to two years – 15.2 15.2 – 5.9 5.9<br />
Due within two to five years – 26.4 26.4 – 13.8 13.8<br />
Due after five years – 3.3 3.3 – – –<br />
2011<br />
Total<br />
£m<br />
118.4 82.8 201.2 111.9 <strong>28</strong>.0 139.9<br />
The above contractural maturities reflect the gross cash flows which <strong>may</strong> differ to the carrying values <strong>of</strong> the liabilities at the <strong>report</strong>ing date.<br />
21. Obligations under finance leases and borrowings<br />
for the year ended 31 March 2012<br />
Finance lease and hire purchase obligations<br />
Repayable: within one year 16.9 7.3<br />
Repayable: between two and five years 40.0 18.0<br />
Repayable: after more than five years 3.3 –<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
60.2 25.3<br />
The net obligations under finance lease and hire purchase agreements <strong>of</strong> £60.2m (2011: £25.3m) are secured on the assets acquired. The Directors consider that there is<br />
no material difference between the carrying value and the fair value <strong>of</strong> finance lease obligations.<br />
The gross obligations under finance lease and hire purchase agreements are £62.8m (2011: £<strong>28</strong>.0m).<br />
During the year, finance lease obligations totalling £<strong>28</strong>.3m (2011: £1.3m) were acquired with the new subsidiary undertakings.<br />
for the year ended 31 March 2012<br />
Borrowings – bank loan<br />
Repayable: within one year 20.0 –<br />
Repayable: between two and five years – –<br />
Repayable: after more than five years – –<br />
During the year the <strong>Group</strong> entered into a revolving-loan facility in connection with the acquisition <strong>of</strong> Senturion <strong>Group</strong>.<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
20.0 –<br />
22. Provisions and other liabilities<br />
for the year ended 31 March 2012<br />
At beginning <strong>of</strong> year 0.1 0.1<br />
Credit for the year (0.1) –<br />
At end <strong>of</strong> year – 0.1<br />
The above provisions comprise £nil (2011: £0.1m) in respect <strong>of</strong> site reinstatement obligations where the <strong>Group</strong> was formerly engaged in the excavation <strong>of</strong> sand and aggregates<br />
and other site reinstatement obligations.<br />
23. Share capital<br />
for the year ended 31 March 2012<br />
Authorised<br />
Equity shares<br />
Ordinary 5 pence shares 6.8 6.8<br />
Issued and fully paid<br />
Equity shares<br />
Ordinary 5 pence shares 3.5 3.5<br />
Authorised ordinary 5 pence shares 135,000,000 135,000,000<br />
Issued ordinary 5 pence shares 70,236,016 70,236,016<br />
24. Share-based payments<br />
The following expense was charged in respect <strong>of</strong> the <strong>Group</strong>’s share-based incentive schemes:<br />
for the year ended 31 March 2012<br />
LTIP – 0.1<br />
Sharesave – 0.3<br />
CSOP & other schemes 0.1 (0.1)<br />
Total 0.1 0.3<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
£m<br />
Number<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
£m<br />
Number<br />
2011<br />
<strong>Group</strong><br />
£m<br />
92 May Gurney Integrated Services plc<br />
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93<br />
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Annual Report and Accounts 2012
Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
24. Share-based payments (continued)<br />
For options granted post-flotation (June 2006), independent valuations have been used to determine the fair values for share-based payments.<br />
The fair values and assumptions used were as follows:<br />
LTIP 09 LTIP 10 LTIP 11 CSOP 09 CSOP 10 CSOP 11<br />
Deferred<br />
bonus 10<br />
Deferred<br />
bonus 11<br />
Sharesave<br />
09<br />
Sharesave<br />
10<br />
Sharesave<br />
11<br />
Stand<br />
alone<br />
option 06<br />
Stand<br />
alone<br />
option 07<br />
24. Share-based payments (continued)<br />
The May Gurney Long-Term Incentive Plan (‘LTIP’)<br />
The LTIP scheme is a long-term incentive plan for Executive Directors and senior managers. The exercise <strong>of</strong> awards granted under the LTIP will in normal circumstances be<br />
conditional upon the achievement <strong>of</strong> objective performance targets set at the time <strong>of</strong> grant. Such performance targets shall be measured over a performance period. Options<br />
granted under the LTIP Scheme will normally lapse in the event an option holder ceases to remain an employee or <strong>of</strong>ficer <strong>of</strong> the Company or any <strong>of</strong> the Company’s subsidiaries.<br />
Further details <strong>of</strong> the Scheme are included in the Directors’ Remuneration Report. Options granted, exercised and forfeited under the Scheme were as follows:<br />
Pricing model Trinomial Trinomial Trinomial Trinomial Trinomial Trinomial Trinomial Trinomial Trinomial Trinomial Trinomial Trinomial Trinomial<br />
Grant date 8 Jul 09 8 Jul 10 7 Jul 11 8 Jul 09 8 Jul 10 7 Jul 11 8 Jul 10 7 Jul 11 12 Aug 09 6 Aug 10 6 Aug 11 12 Mar 07 25 Jul 07<br />
Share price at grant 161.00p 192.00p <strong>28</strong>2.00p 161.00p 192.00p <strong>28</strong>2.00p 192.00p <strong>28</strong>2.00p 175.00p 198.00p 273.00p 330.00p 335.50p<br />
Exercise price Nil Nil Nil 161.00p 192.00p <strong>28</strong>2.00p Nil Nil 139.00p 159.00p 219.00p 330.00p 335.50p<br />
Option life 10 years 10 years 10 years 10 years 10 years 10 years 3 years 3 years 3.6 years 3.6 years 3.6 years 10 years 10 years<br />
Expected vesting life 3 years 3 years 3 years 3 years 3 years 3 years 2 years 2 years 3.1 years 3.1 years 3.1 years 2 years 3 years<br />
Risk free rate 3.73% 3.22% 3.30% 3.73% 3.22% 3.30% 1.16% 1.13% 3.03% 1.98% 1.42% 4.80% 5.30%<br />
Expected volatility 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% 40% 25% 25%<br />
Expected dividend yield 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 3% 2% 2%<br />
Value per option 147.00p 175.00p 264.00p 52.00p 63.00p 103.00p 180.00p 272.00p 36.00p 39.00p 90.00p 87.06p 95.40p<br />
For 2003 Scheme options, which were granted prior to flotation, the fair values <strong>of</strong> <strong>services</strong> received in return for share-based payments were measured by the fair value <strong>of</strong><br />
shares received and options granted. Owing to the absence <strong>of</strong> a market for the Company’s shares at the time <strong>of</strong> grant, the Company used share valuation methodology which<br />
looks at comparator listed companies and adjusts for the lack <strong>of</strong> an active market by means <strong>of</strong> discounting their quoted price earnings ratios. The risk free rate <strong>of</strong> return was<br />
assumed to be 5%.<br />
May Gurney Integrated Services Unapproved Share Option Scheme (the ‘2003 Scheme’)<br />
The 2003 Scheme was adopted in 2003 and ceased issuing new options on the flotation <strong>of</strong> the Company. Under the Scheme, options were granted to Executive Directors<br />
and to senior and middle management. The exercise <strong>of</strong> some <strong>of</strong> the options granted under the 2003 Scheme was conditional upon the achievement <strong>of</strong> objective performance<br />
targets set by the Trustee <strong>of</strong> the ESOT at the time <strong>of</strong> grant. Options granted under the 2003 Scheme will normally lapse in the event an option holder ceases to remain an<br />
employee or <strong>of</strong>ficer <strong>of</strong> the Company or any <strong>of</strong> the Company’s subsidiaries. Further details <strong>of</strong> the Scheme are included in the Directors’ Remuneration Report.<br />
Options granted, exercised and forfeited under the Scheme were as follows:<br />
2012<br />
Number<br />
2012<br />
Weighted<br />
average<br />
exercise price<br />
2011<br />
Number<br />
2011<br />
Weighted<br />
average<br />
exercise price<br />
Outstanding at beginning <strong>of</strong> year 376,500 13.58p 596,500 26.01p<br />
Granted – – – –<br />
Exercised – – (29,000) 13.58p<br />
Lapsed – – (200,000) 50.64p<br />
Outstanding at end <strong>of</strong> year 367,500 13.58p 376,500 13.58p<br />
Exercisable at the end <strong>of</strong> the year 367,500 13.58p 367,500 13.58p<br />
2012<br />
Number<br />
2012<br />
Weighted<br />
average<br />
exercise price<br />
2011<br />
Number<br />
2011<br />
Weighted<br />
average<br />
exercise price<br />
Outstanding at beginning <strong>of</strong> year 1,409,212 – 949,826 –<br />
Granted 446,146 – 689,402 –<br />
Exercised – – – –<br />
Lapsed (1,053,957) – (230,016) –<br />
Outstanding at end <strong>of</strong> year 801,401 – 1,409,212 –<br />
Exercisable at the end <strong>of</strong> the year – – – –<br />
The May Gurney Savings Related Share Option Scheme (‘Sharesave’)<br />
The Sharesave Scheme was established in July 2007. Participation is <strong>of</strong>fered to all employees <strong>of</strong> the <strong>Group</strong> who have been employed for a continuous period which is<br />
determined by the Board <strong>of</strong> Directors. Under the Sharesave contract participating employees save a regular sum each month for three years <strong>of</strong> not less than £5 nor more than<br />
£250 per month.<br />
Options to acquire ordinary shares in the capital <strong>of</strong> the Company will be granted to eligible employees who enter into a Sharesave contract. The number <strong>of</strong> options will be that<br />
number <strong>of</strong> shares which have an aggregate option price not exceeding the projected proceeds <strong>of</strong> the Sharesave contract including any bonus. The option price per share will<br />
not be less than 80% <strong>of</strong> the market value <strong>of</strong> an ordinary share on the day on which invitations to apply for options are issued.<br />
The requirement to make regular saving contributions under the Scheme are non-vesting conditions. When an employee chooses whether to meet a non-vesting condition,<br />
and fails to do so, such a failure is treated as a cancellation and therefore an acceleration <strong>of</strong> the share-based payment charge.<br />
Options granted under the Sharesave Scheme will normally lapse in the event an option holder ceases to remain an employee or <strong>of</strong>ficer <strong>of</strong> the Company or any <strong>of</strong> the<br />
Company’s subsidiaries. Further details <strong>of</strong> the Scheme are included in the Directors’ Remuneration Report. Options granted, exercised and forfeited under the Scheme<br />
were as follows:<br />
2012<br />
Number<br />
2012<br />
Weighted<br />
average<br />
exercise price<br />
2011<br />
Number<br />
2011<br />
Weighted<br />
average<br />
exercise price<br />
Outstanding at beginning <strong>of</strong> year 2,347,251 173.51p 1,891,561 179.05p<br />
Granted 688,673 219.00p 852,739 159.00p<br />
Exercised (391,950) 189.34p (6,572) 155.90p<br />
Lapsed (717,815) 212.69p (390,477) 169.23p<br />
Outstanding at end <strong>of</strong> year 1,926,159 171.96p 2,347,251 173.51p<br />
Exercisable at the end <strong>of</strong> the year – – – –<br />
No options were exercised in the year. The weighted average share price at date <strong>of</strong> exercise in 2011 was 203p.<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
24. Share-based payments (continued)<br />
25. Reserves<br />
The May Gurney Company Share Ownership Plan (‘CSOP’)<br />
The CSOP Scheme is a long-term incentive plan for senior managers. The exercise <strong>of</strong> awards granted under the CSOP will, in normal circumstances, be conditional upon the<br />
achievement <strong>of</strong> objective performance targets set at the time <strong>of</strong> grant. Such performance targets shall be measured over a performance period. Options granted under the<br />
CSOP Scheme will normally lapse in the event an option holder ceases to remain an employee or <strong>of</strong>ficer <strong>of</strong> the Company or any <strong>of</strong> the Company’s subsidiaries. Options granted,<br />
exercised and forfeited under the Scheme were as follows:<br />
for the year ended 31 March 2012<br />
Share premium account<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
2012<br />
Number<br />
2012<br />
Weighted<br />
average<br />
exercise price<br />
2011<br />
Number<br />
2011<br />
Weighted<br />
average<br />
exercise price<br />
Outstanding at beginning <strong>of</strong> year 314,887 208.13p 259,881 257.46p<br />
Granted 63,8<strong>28</strong> <strong>28</strong>2.00p 72,912 192.00p<br />
Exercised – – – –<br />
Forfeited (121,<strong>28</strong>8) 204.63p (17,906) 223.38p<br />
Outstanding at end <strong>of</strong> year 257,427 <strong>28</strong>5.57p 314,887 208.13p<br />
Exercisable at the end <strong>of</strong> the year – – – –<br />
The May Gurney Deferred Share Bonus Plan (‘Deferred Bonus’)<br />
The Deferred Bonus Scheme is a long-term incentive plan for Executive Directors and senior managers, whereby one third <strong>of</strong> the option holders’ pr<strong>of</strong>it share bonus in 2010<br />
and 2011 was converted into share options. Options granted under the Deferred Bonus Scheme will normally lapse in the event an option holder ceases to remain an employee<br />
or <strong>of</strong>ficer <strong>of</strong> the Company or any <strong>of</strong> the Company’s subsidiaries. Options granted, exercised and forfeited under the Scheme were as follows:<br />
2012<br />
Number<br />
2012<br />
Weighted<br />
average<br />
exercise price<br />
2011<br />
Number<br />
2011<br />
Weighted<br />
average<br />
exercise price<br />
Outstanding at beginning <strong>of</strong> year 38,111 – – –<br />
Granted 60,635 – 45,500 –<br />
Exercised – – – –<br />
Forfeited (15,662) – (7,389) –<br />
Outstanding at end <strong>of</strong> year 83,084 – 38,111 –<br />
Exercisable at the end <strong>of</strong> the year – – – –<br />
Other schemes<br />
Options granted, exercised and forfeited under other schemes were as follows:<br />
Date <strong>of</strong> award<br />
Market value at<br />
date <strong>of</strong> award<br />
Earliest<br />
vesting date<br />
Awarded at<br />
1 Apr 11<br />
Granted<br />
in year<br />
Vested<br />
in year<br />
Lapsed<br />
in year<br />
Awarded at<br />
31 Mar 12<br />
12 Mar 07 330.0p 12 Mar 09 151,515 – – – 151,515<br />
25 Jul 07 335.5p 25 Jul 10 5,961 – – – 5,961<br />
At beginning and end <strong>of</strong> year 13.2 13.2 13.2 13.2<br />
Merger relief reserve<br />
At beginning and end <strong>of</strong> year 1.9 1.9 1.9 1.9<br />
Retained earnings<br />
At beginning <strong>of</strong> year 64.1 11.1 53.4 10.7<br />
Retained pr<strong>of</strong>it for the year 13.8 8.3 13.3 3.6<br />
Dividends (4.9) (4.9) (3.9) (3.9)<br />
Items charged direct to equity – – 0.7 0.7<br />
Movements relating to share-based payments (0.4) (0.1) 0.6 –<br />
At end <strong>of</strong> year 72.6 14.4 64.1 11.1<br />
Merger relief reserve<br />
On 8 June 2004, the Company issued 21,715 ordinary shares <strong>of</strong> £1 each at a premium amounting to £1.9m. The shares were issued as part consideration for the acquisition<br />
<strong>of</strong> the whole <strong>of</strong> the issued share capital <strong>of</strong> TJ Brent Limited, accounted for using the purchase method <strong>of</strong> accounting. The premium over the nominal value <strong>of</strong> the shares issued<br />
was previously credited to a merger relief reserve as allowed under Section 612 <strong>of</strong> the Companies Act 2006.<br />
Other reserves<br />
Other reserves in the <strong>Group</strong> and Company statements <strong>of</strong> financial position are made up as follows:<br />
for the year ended 31 March 2012<br />
Capital<br />
redemption<br />
reserve<br />
£m<br />
<strong>Group</strong> and Company<br />
At beginning and end <strong>of</strong> year 2.9 (1.5) 1.4 1.4<br />
Capital redemption reserve<br />
The capital redemption reserve arose on the redemption <strong>of</strong> the May Gurney Integrated Services plc cumulative convertible redeemable £1 preference shares in September 2004.<br />
ESOT reserve<br />
As at 31 March 2012 the ESOT held 1,434,378 (2011: 1,434,378) ordinary 5 pence shares in the Company.<br />
The maximum number <strong>of</strong> 5 pence ordinary shares held in the Company by the ESOT during the year was 1,434,378 (2011: 1,434,378).<br />
The ordinary shares in the Company held by the ESOT represent 2.0% (2011: 2.0%) <strong>of</strong> the ordinary share capital <strong>of</strong> the Company.<br />
On <strong>28</strong> March 2008, May Gurney <strong>Group</strong> Trustees Limited acting in its capacity as trustee <strong>of</strong> the ESOT transferred 1,783,324 ordinary shares by way <strong>of</strong> a gift for nil consideration<br />
to Lloyds TSB Offshore Trust Company Limited acting in its capacity as trustee <strong>of</strong> the May Gurney Integrated Services plc Employee Benefit Trust (EBT), an <strong>of</strong>fshore trust. The<br />
ordinary shares in the Company held by the EBT represent 2.4% <strong>of</strong> the ordinary share capital <strong>of</strong> the Company. At 31 March 2012 the EBT held 1,305,108 (2011: 1,675,134)<br />
ordinary shares.<br />
ESOT<br />
reserve<br />
£m<br />
2012<br />
Total<br />
£m<br />
2011<br />
Total<br />
£m<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
26. Commitments<br />
for the year ended 31 March 2012<br />
(i) Operating lease commitments<br />
Total commitments due under operating leases:<br />
Land and buildings<br />
Within one year 2.5 2.5<br />
Between two and five years 6.3 4.5<br />
More than five years 1.4 1.3<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
10.2 8.3<br />
Other<br />
Within one year 5.4 6.2<br />
Between two and five years 6.3 9.0<br />
More than five years – –<br />
(ii) Property, plant and equipment<br />
Future capital expenditure authorised by the Directors but not provided<br />
for in these financial statements is as follows:<br />
11.7 15.2<br />
Contracts placed 20.6 2.3<br />
27. Business combinations<br />
On 9 November 2011, the <strong>Group</strong> acquired 100% <strong>of</strong> the issued share capital <strong>of</strong> Senturion <strong>Group</strong> Limited, trading as TransLinc, a market-leading provider<br />
<strong>of</strong> specialist fleet and passenger <strong>services</strong> to UK local authorities. This transaction has been accounted for by the acquisition method <strong>of</strong> accounting.<br />
The net assets acquired in the transaction, and the goodwill arising, are as follows:<br />
Acquiree's<br />
carrying<br />
amount before<br />
combination<br />
£m<br />
Provisional<br />
fair value<br />
adjustments<br />
£m<br />
Fair value<br />
£m<br />
Net assets acquired:<br />
Property, plant and equipment 48.1 (0.5) 47.6<br />
Intangible assets – 11.1 11.1<br />
Inventories 0.1 – 0.1<br />
Trade receivables 4.9 – 4.9<br />
Cash and cash equivalents 4.5 – 4.5<br />
Trade payables (13.9) (0.6) (14.5)<br />
Taxation payables (0.6) – (0.6)<br />
Debt (17.2) – (17.2)<br />
Finance leases (<strong>28</strong>.3) – (<strong>28</strong>.3)<br />
Deferred tax (1.1) (2.5) (3.6)<br />
(3.5) 7.5 4.0<br />
Goodwill 18.2<br />
Total consideration 22.2<br />
Purchase consideration:<br />
Cash paid 22.2<br />
Net cash outflow arising on acquisition:<br />
Cash consideration paid (22.2)<br />
Bank balance acquired 4.5<br />
Acquisition and integration costs (1.2)<br />
Bank loans and loan notes repaid (17.2)<br />
Provisional fair value adjustments have been made to Property, plant and equipment and Trade payables in order to align the acquiree’s accounting policies with those <strong>of</strong> the <strong>Group</strong>.<br />
The intangible asset recognised on acquisition relates to the fair value <strong>of</strong> the order book and customer relationships acquired. Further details are disclosed in Note 13.<br />
The acquisition and integration costs <strong>of</strong> £1.2 million above have been paid during the year, with a further £0.8 million <strong>of</strong> costs included in Accruals and deferred income.<br />
The goodwill arising on the acquisition <strong>of</strong> Senturion <strong>Group</strong> Limited is attributable to the anticipated pr<strong>of</strong>itability <strong>of</strong> the <strong>Group</strong>’s <strong>services</strong> in the new markets.<br />
Senturion <strong>Group</strong> Limited contributed £13.6 million revenue and £1.7 million pr<strong>of</strong>it to the <strong>Group</strong>’s pr<strong>of</strong>it before tax for the period between the date <strong>of</strong> acquisition and the<br />
financial <strong>report</strong>ing date.<br />
If the acquisition had been completed on 1 April 2011, total <strong>Group</strong> revenue for the year would have been £729.4 million, and pr<strong>of</strong>it for the period would have been £16.3 million.<br />
22.2<br />
(36.1)<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
<strong>28</strong>. Employee benefits<br />
Defined contribution pension schemes<br />
The <strong>Group</strong> operates eight defined contribution pension schemes (2011: eight) and contributions during the year amounted to £6.9m (2011: £4.0m). The schemes are the May<br />
Gurney Defined Contribution Pension Scheme, TJ Brent Limited <strong>Group</strong> Personal Pension Plan, T Cartledge Limited <strong>Group</strong> Personal Pension Plan, AC Chesters & Son Limited<br />
Staff Pension Scheme, FDT Executive Pension Plan, FDT <strong>Group</strong> Personal Pension Plan, FDT Stakeholder Pension and Willows Plant Limited <strong>Group</strong> Personal Pension Plan.<br />
The <strong>Group</strong> also makes contributions to local government defined benefit pension schemes in respect <strong>of</strong> certain employees who have transferred to the <strong>Group</strong> under TUPE<br />
transfer arrangements. The <strong>Group</strong> is unable to identify its share <strong>of</strong> the underlying assets and liabilities in the Scheme on a consistent and reasonable basis and consequently<br />
the pension costs for these schemes are treated as if they were defined contribution schemes.<br />
Defined benefit pension scheme<br />
The <strong>Group</strong> operates two defined benefit pension schemes, the May Gurney Defined Benefit Pension Scheme (the ‘May Gurney Scheme’) and the TransLinc Pension Scheme<br />
(the ‘TransLinc Scheme’). The assets <strong>of</strong> the schemes are held separately from those <strong>of</strong> the <strong>Group</strong> and are invested in managed funds.<br />
The most recent full triennial valuation <strong>of</strong> the May Gurney Scheme was carried out at 31 March 2011. The ongoing valuation assumed, in assessing pension costs, that the<br />
return on the May Gurney Scheme’s pre-retirement investments would exceed by 2.5% the rate at which wages and salaries would increase. Future pensions that are due to<br />
increase by the maximum <strong>of</strong> inflation and 5% each year were assumed to increase at the rate <strong>of</strong> 3.2% per annum. The employer’s contribution rate as recommended by the<br />
actuary was 11.8% <strong>of</strong> Pensionable Salary per annum in respect <strong>of</strong> future accrual <strong>of</strong> benefits, 1.0% <strong>of</strong> Pensionable Salary per annum in respect <strong>of</strong> death in service benefits,<br />
plus May Gurney Scheme expenses (including levies). The May Gurney Scheme’s assets were less than the May Gurney Scheme’s technical provisions at the valuation date,<br />
and therefore a recovery plan was agreed which was expected to remove the shortfall by 31 March 2018, if assumptions were borne out in practice. The average contribution<br />
rate by the employees is 6.6%.<br />
The most recent full triennial valuation <strong>of</strong> the TransLinc Scheme was carried out at <strong>28</strong> February 2011. The ongoing valuation assumed, in assessing pension costs, that the<br />
return on the Scheme’s pre-retirement investments would exceed by 1.4% the rate <strong>of</strong> future expected Retail Prices Index (‘RPI’) inflation. Future pensions that are due to<br />
increase by the maximum <strong>of</strong> inflation and 5% each year were assumed to increase at the rate <strong>of</strong> 3.45% per annum. The TransLinc Scheme’s assets were greater than the<br />
technical provisions at the valuation date, and therefore a recovery plan was not required, but <strong>annual</strong> Company contributions <strong>of</strong> £145,000 were agreed.<br />
The pension cost relating to the schemes is assessed in accordance with the advice <strong>of</strong> a qualified actuary on the basis <strong>of</strong> valuations at each <strong>report</strong>ing date using the projected<br />
unit costing method. The pension charge for the year was £1.0m (2011: £1.1m).<br />
The schemes are both closed to new members. The <strong>Group</strong> expects to pay contributions <strong>of</strong> £1.1m in 2013, plus scheme expenses and levies as they fall due.<br />
The Company has opted to recognise all actuarial gains and losses immediately as Other Comprehensive Income.<br />
A full actuarial valuation <strong>of</strong> the May Gurney Scheme was carried out as at 31 March 2011 and the TransLinc Scheme as at <strong>28</strong> February 2011, and have been updated<br />
to 31 March 2012 by a qualified independent actuary. The major assumptions used by the actuary were (in nominal terms) as follows:<br />
Discount rate 4.66 5.55<br />
Inflation assumption (RPI) 3.00 3.40<br />
Inflation assumption (CPI) 2.00 2.65<br />
Rate <strong>of</strong> increase in salaries 3.75 4.15<br />
Rate <strong>of</strong> increase in pensions in payment – pre-1997 Nil Nil<br />
– post-1997 2.90 3.20<br />
– post-2006 2.00 2.10<br />
– TransLinc 2.90 N/A<br />
2012<br />
%<br />
2011<br />
%<br />
<strong>28</strong>. Employee benefits<br />
The mortality assumptions used as at 31 March 2012 are based on standard tables produced by the actuarial pr<strong>of</strong>ession, adjusted for scheme experience<br />
2012 2011<br />
Death in service/deferment AXC00 AXC00<br />
Death after retirement S1PXA qx 100%(m) 101%(f). CMI_2010_(0.5%) projections from 2004 PXCA00<br />
Life expectancy at 65:<br />
Male currently 65 21 21<br />
Male currently 45 22 22<br />
Female currently 65 23 23<br />
Female currently 45 24 24<br />
The scheme’s net pension liability and expected rate <strong>of</strong> return on its investments as at 31 March 2012 and as at 31 March 2011 are as follows:<br />
The assets in the Scheme and the expected rates <strong>of</strong> return were:<br />
Long-term<br />
expected rate<br />
<strong>of</strong> return<br />
(pa)%<br />
2012<br />
Scheme<br />
fair value<br />
£m<br />
2012<br />
TransLinc<br />
Scheme<br />
fair value<br />
£m<br />
2012<br />
Consolidated<br />
fair value<br />
£m<br />
Long-term<br />
expected<br />
rate <strong>of</strong> return<br />
(pa)%<br />
2011<br />
Fair value<br />
£m<br />
Equities 7.25 17.4 N/A 17.4 7.25 16.9<br />
Bonds – Corporate 4.66 14.4 N/A 14.4 5.55 12.9<br />
Bonds – Government 3.29 20.9 N/A 20.9 4.35 17.4<br />
Cash and other 0.50 0.4 0.1 0.5 0.50 0.4<br />
Property 6.00 3.8 N/A 3.8 6.00 3.6<br />
Annuities 4.66 1.0 N/A 1.0 5.55 0.7<br />
Investment fund 6.29 N/A 7.1 7.1 N/A –<br />
Matching fund 3.29 N/A 4.9 4.9 N/A –<br />
Total assets before adjustment for asset ceiling limitations 57.9 12.1 70.0 51.9<br />
Adjustment in respect <strong>of</strong> asset ceiling limitations – (2.9) (2.9) –<br />
Total assets after adjustment for asset ceiling limitations 57.9 9.2 67.1 51.9<br />
Present value <strong>of</strong> funded retirement benefit obligation (58.3) (9.2) (67.5) (52.3)<br />
Deficit in the Scheme (0.4) – (0.4) (0.4)<br />
Less: Related deferred tax liability 0.1 – 0.1 0.1<br />
Net pension liability (0.3) – (0.3) (0.3)<br />
Actual return on plan assets over the period 6.8 0.6 7.4 3.1<br />
The expected rate <strong>of</strong> return on scheme assets was determined as the weighted average <strong>of</strong> the expected returns on the assets held by the Scheme on 31 March 2012.<br />
The rates <strong>of</strong> return for each class were determined as follows:<br />
– equities and property: the rate adopted is consistent with the median assumption used in the actuary’s asset modelling work as at 31 March 2007.<br />
– bonds: the overall rate has been set to reflect the yields available on the gilts and Grade AA corporate bond holdings held at 31 March 2012.<br />
– matching fund: the rate is set to reflect the yield on Government bonds.<br />
– investment fund: the rate is set to reflect the yield on the matching fund, plus 3.0% per annum.<br />
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Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
<strong>28</strong>. Employee benefits (continued)<br />
Reconciliation <strong>of</strong> opening and closing balances <strong>of</strong> the fair value <strong>of</strong> scheme assets<br />
Change in the fair value <strong>of</strong> scheme assets<br />
Fair value at the beginning <strong>of</strong> the year 51.9 49.0<br />
Expected return on scheme assets 3.2 2.8<br />
Contributions by employers 0.9 0.9<br />
Contributions by members 0.4 0.5<br />
Benefits paid (2.2) (1.6)<br />
Actuarial gain 4.2 0.3<br />
Business combinations 9.2 –<br />
Adjustment in respect <strong>of</strong> asset ceiling limitations (0.5) –<br />
Fair value <strong>of</strong> scheme assets at the end <strong>of</strong> the year 67.1 51.9<br />
Reconciliation <strong>of</strong> opening and closing balances <strong>of</strong> the present value <strong>of</strong> the defined benefit obligation<br />
Change in the present value <strong>of</strong> the defined benefit obligation<br />
Present value <strong>of</strong> the obligation at the beginning <strong>of</strong> the year (52.3) (50.1)<br />
Company’s service cost (1.0) (1.1)<br />
Interest cost (3.1) (2.8)<br />
Contributions by members (0.4) (0.5)<br />
Benefits paid 2.2 1.6<br />
Actuarial (loss)/gain (3.7) 0.6<br />
Business combinations (9.2) –<br />
Present value <strong>of</strong> the obligation at the end <strong>of</strong> the year (67.5) (52.3)<br />
The amount charged to earnings before interest and tax, and included within cost <strong>of</strong> sales and administration costs, is:<br />
Current service cost, less employee contributions (1.0) (1.1)<br />
Total charge (1.0) (1.1)<br />
Other finance costs are:<br />
Expected return on pension scheme assets 3.2 2.8<br />
Interest on pension scheme liabilities (3.1) (2.8)<br />
Net income 0.1 –<br />
2012<br />
£m<br />
2012<br />
£m<br />
2012<br />
£m<br />
2012<br />
£m<br />
2011<br />
£m<br />
2011<br />
£m<br />
2011<br />
£m<br />
2011<br />
£m<br />
<strong>28</strong>. Employee benefits (continued)<br />
The amount recognised in the statement <strong>of</strong> comprehensive income is:<br />
Actuarial gains and (losses) to be shown<br />
in Other Comprehensive Income:<br />
Actual return less expected return on pension scheme assets 4.2 0.3<br />
Changes in the assumptions underlying the present value <strong>of</strong> the Scheme liabilities (3.7) 0.6<br />
Actuarial gain recognised in comprehensive income 0.5 0.9<br />
The cumulative actuarial losses recognised in the statement <strong>of</strong> comprehensive income were £4.2m (2011: £4.7m)<br />
Total gains to be shown in Other Comprehensive Income:<br />
Actuarial gains 0.5 0.9<br />
Adjustment in respect <strong>of</strong> asset ceiling limitations (0.5) –<br />
2012<br />
£m<br />
2012<br />
£m<br />
2012<br />
£m<br />
2011<br />
£m<br />
2011<br />
£m<br />
– 0.9<br />
Deficit in scheme at beginning <strong>of</strong> year (0.4) (1.1)<br />
Movement in year:<br />
Current service cost (1.0) (1.1)<br />
Contributions by employers 0.9 0.9<br />
Other finance expense 0.1 –<br />
Net actuarial gains 0.5 0.9<br />
Adjustment in respect <strong>of</strong> asset ceiling limitations (0.5) –<br />
Deficit in scheme at end <strong>of</strong> year (0.4) (0.4)<br />
History <strong>of</strong> experience gains and (losses) are:<br />
Fair value <strong>of</strong> scheme assets 67.1 51.9 49.0 40.4 43.4<br />
Present value <strong>of</strong> the defined benefit obligation after asset ceiling adjustment (67.5) (52.3) (50.1) (40.3) (42.6)<br />
Net (deficit)/surplus (0.4) (0.4) (1.1) 0.1 0.8<br />
Difference between expected and actual return on scheme assets<br />
Amount (£m) 4.2 0.3 7.6 (7.1) (1.9)<br />
Percentage <strong>of</strong> scheme assets 6.3% 0.6% 15.5% (17.6%) (4.4%)<br />
Experience (losses)/gains arising on liabilities<br />
Amount (£m) – – – (1.2) 1.8<br />
Percentage <strong>of</strong> scheme liabilities 0% 0% 0% (3.0%) 4.2%<br />
Total actuarial gains/(losses) recognised in comprehensive income<br />
Amount (£m) – 0.9 (1.3) (1.0) –<br />
Percentage <strong>of</strong> scheme assets 0% 1.7% (2.7%) (2.5%) 0%<br />
2012<br />
£m<br />
2011<br />
£m<br />
2010<br />
£m<br />
2009<br />
£m<br />
2011<br />
£m<br />
2008<br />
£m<br />
102 May Gurney Integrated Services plc<br />
May Gurney Integrated Services plc<br />
103<br />
Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Notes to the <strong>report</strong> and accounts<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
29. Contingent liabilities<br />
(i) The Company has given an unlimited guarantee, secured by fixed and floating charges over the Company’s assets in respect <strong>of</strong> the facilities from Bank <strong>of</strong><br />
Scotland, <strong>of</strong> all <strong>Group</strong> companies. At 31 March 2012, the net indebtedness <strong>of</strong> all other <strong>Group</strong> companies amounted to £20.0m (2011: £Nil).<br />
(ii) The Company has given joint and several guarantees securing indemnities given by other <strong>Group</strong> companies in respect <strong>of</strong> performance bonds which have<br />
been put in place to provide security for clients. These performance bonds are not exercisable on demand. At 31 March 2012, indemnities outstanding for<br />
other <strong>Group</strong> companies amounted to £11.1m (2011: £8.8m).<br />
30. <strong>Group</strong> undertakings<br />
The <strong>Group</strong> undertakings, all <strong>of</strong> which are included within the <strong>Group</strong> financial statements, at 31 March 2012:<br />
Activity<br />
Percentage <strong>of</strong><br />
equity owned<br />
Subsidiary undertakings<br />
May Gurney <strong>Group</strong> Limited – Dormant intermediate holding company 100%<br />
May Gurney Limited – Infrastructure support <strong>services</strong> • 100%<br />
May Gurney Estates Limited – Property holding and development • 100%<br />
May Gurney Recycling CIC – Collection and sale <strong>of</strong> recyclable materials * 100%<br />
North Lincolnshire Learning Partnership (PSP) Limited – Dormant intermediate holding company * 52%<br />
Engage North Lincolnshire Limited – Facility <strong>services</strong> for the education sector **** 80%<br />
Turriff <strong>Group</strong> Limited – Provision <strong>of</strong> contracting <strong>services</strong> to utility markets * 100%<br />
Turriff Contractors Limited – Provision <strong>of</strong> contracting <strong>services</strong> to utility markets ***** 100%<br />
Underground Moling Services Limited – Provision <strong>of</strong> contracting <strong>services</strong> to utility markets ***** 90%<br />
Turriff Smart Services Limited – Provision <strong>of</strong> contracting <strong>services</strong> to utility markets ***** 100%<br />
TOR2 Limited – Waste, recycling collections and highways maintenance * 80%<br />
Lambeth Learning Partnership (PSP) Limited – Dormant intermediate holding company * 65%<br />
Engage Lambeth Limited – Facility <strong>services</strong> for the education sector ****** 80%<br />
Senturion <strong>Group</strong> Limited – Dormant * 100%<br />
Senturion (MidCo) Limited – Dormant † 100%<br />
Senturion (BidCo) Limited – Dormant †† 100%<br />
Senturion Trustees Limited – Dormant † 100%<br />
May Gurney Fleet and Passenger Services Limited – Provider <strong>of</strong> specialist fleet and passenger <strong>services</strong> ††† 100%<br />
MGWSP Essex Limited – Dormant * 100%<br />
ECT Engineering Limited – Dormant * 100%<br />
May Gurney Building Limited – Dormant * 100%<br />
AC Chesters & Son Limited – Dormant * 100%<br />
FDT (Holdings) Limited – Dormant * 100%<br />
FDT Associates Limited – Dormant ** 100%<br />
FDT Contracts Limited – Dormant ** 100%<br />
Norfolk Community Recycling Services Limited – Dormant * 100%<br />
T Cartledge Limited – Dormant * 100%<br />
TJ Brent Limited – Dormant * 100%<br />
Ayton Asphalte Company Limited – Dormant • 100%<br />
May Gurney (Regional) Limited – Dormant • 100%<br />
May Gurney (Technical Services) Limited – Dormant • 100%<br />
May Gurney <strong>Group</strong> Trustees Limited – Dormant • 100%<br />
Michco 210 Limited – Dormant * 100%<br />
Engineered Products Limited – Dormant * 100%<br />
30. <strong>Group</strong> undertakings (continued)<br />
Activity<br />
Percentage <strong>of</strong><br />
equity owned<br />
Associated undertakings<br />
Resource Environmental Limited – Non trading *** 50%<br />
Jointly controlled entities<br />
DAWN Environmental Limited – Non trading *** 50%<br />
Monmouthshire Community Recycling Limited – Non trading *** 50%<br />
Jointly controlled operations<br />
May Gurney WSP JV – Highways maintenance * 50%<br />
Lafarge Contracting/May Gurney JV – Civil Engineering * 50%<br />
* held by May Gurney Limited • held by May Gurney <strong>Group</strong> Limited<br />
** held by FDT (Holdings) Limited † held by Senturion <strong>Group</strong> Limited<br />
*** held by May Gurney Recycling CIC †† held by Senturion (Midco) Limited<br />
**** held by North Lincolnshire Learning Partnership (PSP) Limited ††† held by Senturion (Bidco) Limited<br />
***** held by Turriff <strong>Group</strong> Limited<br />
****** held by Lambeth Learning Partnership (PSP) Limited<br />
During the year TransLinc Limited changed its name to May Gurney Fleet and Passenger Services Limited.<br />
The shareholdings in subsidiaries, associates and jointly controlled entities all relate to ordinary share capital and are equivalent to the percentages <strong>of</strong> voting<br />
rights held by the <strong>Group</strong>.<br />
The percentages quoted in respect <strong>of</strong> the jointly controlled operations are the <strong>Group</strong>’s interests under the joint operation contracts. The joint operations’<br />
principal places <strong>of</strong> business are:<br />
MGWSP, Riverside House, Northampton, Northamptonshire;<br />
Lafarge Contracting/May Gurney, Bradgate House, Groby, Leicester.<br />
31. Reconciliation <strong>of</strong> operating pr<strong>of</strong>it before amortisation and non-recurring costs to cash generated from operations<br />
for the year ended 31 March 2012<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2012<br />
Company<br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
2011<br />
Company<br />
£m<br />
Operating pr<strong>of</strong>it/(loss) before amortisation and non-recurring costs 30.1 (2.3) 25.1 (2.2)<br />
Depreciation 16.4 – 8.8 –<br />
Pr<strong>of</strong>it on sale <strong>of</strong> property, plant and equipment (0.6) – (0.1) –<br />
Debit in respect <strong>of</strong> retirement and benefit costs 0.1 0.1 0.2 0.2<br />
Charge in respect <strong>of</strong> share-based payments in the period 0.1 – 0.3 –<br />
Increase in inventories (0.1) – (1.6) –<br />
Decrease/(increase) in trade and other receivables 3.1 1.0 (20.1) 2.3<br />
(Decrease)/increase in trade and other payables (6.7) 5.1 16.0 (3.9)<br />
Cash received by/(used in) operations 42.4 3.9 <strong>28</strong>.6 (3.6)<br />
Cash and cash equivalents (which are presented as a single class <strong>of</strong> assets on the face <strong>of</strong> the statement <strong>of</strong> financial position) comprise cash at bank and other short-term highly<br />
liquid investments with a maturity <strong>of</strong> three months or less.<br />
104 May Gurney Integrated Services plc<br />
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Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Notes to the <strong>report</strong> and accounts<br />
Corporate directory<br />
Overview<br />
Strategy <strong>report</strong><br />
Corporate social responsibility review<br />
Performance <strong>report</strong><br />
Governance <strong>report</strong><br />
Financial statements<br />
32. Related Party Transactions<br />
Key management remuneration<br />
for the year ended 31 March 2012<br />
Short-term employee benefits 2.6 2.1<br />
Post-employment benefits 0.1 0.1<br />
Share-based payments 0.4 0.2<br />
2012<br />
<strong>Group</strong><br />
£m<br />
2011<br />
<strong>Group</strong><br />
£m<br />
3.1 2.4<br />
Transactions with subsidiary undertakings<br />
Included within trade and other receivables are amounts owed by 100% subsidiary undertakings <strong>of</strong> the Company <strong>of</strong> £11.4m (2011: £2.8m).<br />
During the year ended 31 March 2012 there were transactions totalling £0.9m between the Parent Company and its subsidiary undertakings (2011: £0.9m). All <strong>of</strong> these<br />
transactions, and the year end <strong>report</strong>ing amounts arising from these transactions were conducted on an arms-length basis and on normal commercial terms. In addition the<br />
Company paid £4.4m (2011: £9.8m) net to its subsidiary undertakings from investments in short-term bank deposits.<br />
Transactions with jointly controlled entities and jointly controlled operations<br />
During the year the <strong>Group</strong> made sales to and purchases from its jointly controlled entities and arrangements. These were normal trading transactions, conducted on an armslength<br />
basis and on normal commercial terms. The amounts involved individually and in aggregate are not considered to be material either financially or generally to users <strong>of</strong><br />
these financial statements.<br />
Other related party transactions<br />
Ishbel Macpherson, Non-Executive Director <strong>of</strong> the Company, was also a Non-Executive Director <strong>of</strong> Speedy Hire plc. The <strong>Group</strong> makes purchases from Speedy Hire companies<br />
on an arms-length basis in the normal course <strong>of</strong> business. During the year, the value <strong>of</strong> purchases from Speedy Hire companies was £1.8m (2011: £1.8m) and a balance <strong>of</strong><br />
£0.2m (2011: £0.1m) was owed at the end <strong>of</strong> the year.<br />
Company registration number<br />
4321657<br />
Directors<br />
Margaret Ford, The Baroness Ford <strong>of</strong> Cunninghame<br />
(Non-Executive Chairman)<br />
Philip Fellowes-Prynne (Chief Executive)<br />
Mark Hazlewood (<strong>Group</strong> Finance Director)<br />
Willie MacDiarmid (Non-Executive Director)<br />
Ishbel Macpherson (Non-Executive Director)<br />
Tim Ross (Senior Independent Non-Executive Director)<br />
Andrew Walker (Non-Executive Director)<br />
Secretary<br />
Simon Howell<br />
Registered <strong>of</strong>fice<br />
Trowse<br />
Norwich<br />
Norfolk<br />
NR14 8SZ<br />
Auditors<br />
Grant Thornton UK LLP<br />
Registered Auditors<br />
Chartered Accountants<br />
Grant Thornton House<br />
Melton Street<br />
Euston Square<br />
London<br />
NW1 2EP<br />
Bankers<br />
Bank <strong>of</strong> Scotland plc<br />
Endeavour House<br />
Chivers Way<br />
Histon<br />
Cambridge<br />
CB24 9ZR<br />
Legal advisers to the Company<br />
Eversheds LLP<br />
One Wood Street<br />
London<br />
EC2V 7WS<br />
Wragge & Co LLP<br />
55 Colmore Row<br />
Birmingham<br />
B3 2AS<br />
Nominated adviser and broker<br />
Peel Hunt LLP<br />
Moor House<br />
120 London Wall<br />
London<br />
EC2Y 5ET<br />
Registrars<br />
Capita Registrars<br />
The Registry<br />
34 Beckenham Road<br />
Beckenham<br />
Kent<br />
BR3 4TU<br />
<strong>Group</strong> <strong>of</strong>fice<br />
Trowse<br />
Norwich<br />
NR14 8SZ<br />
Telephone: 01603 727272<br />
Fax: 01603 727400<br />
www.<strong>may</strong><strong>gurney</strong>.co.uk<br />
106 May Gurney Integrated Services plc<br />
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Annual Report and Accounts 2012<br />
Annual Report and Accounts 2012
Useful information for shareholders<br />
Shareholder enquiries<br />
Shareholders who have questions relating to May<br />
Gurney’s business or who wish to receive further<br />
copies <strong>of</strong> <strong>annual</strong> or interim <strong>report</strong>s should contact<br />
the Marketing Team on 01603 727272 or email<br />
investorrelations@<strong>may</strong><strong>gurney</strong>.co.uk<br />
If you have any queries about your shareholding<br />
please contact the Company’s registrar, Capita<br />
Registrars, at the address below.<br />
Capita Registrars<br />
The Registry<br />
34 Beckenham Road<br />
Beckenham<br />
Kent<br />
BR3 4TU<br />
Tel: 0871 664 0300 (calls cost 10p plus network<br />
extras; lines are open 8:30am-5:30pm, Mon-Fri),<br />
overseas +44 20 8639 3399.<br />
email: ssd@capitaregistrars.com<br />
Share portal<br />
Through the website <strong>of</strong> the registrar, Capita<br />
Registrars, shareholders are able to manage<br />
their shareholding online by registering for the<br />
Share Portal, a free, secure, online access to their<br />
shareholding. Facilities include the following:<br />
Account enquiry<br />
This allows shareholders to access their personal<br />
shareholding, including share transaction history,<br />
dividend payment history and to obtain an up-todate<br />
shareholding valuation.<br />
Amendment <strong>of</strong> standing data<br />
This allows shareholders to change their<br />
registered postal address and add, change or<br />
delete dividend mandate instructions.<br />
Shareholders can also download from this site<br />
forms such as change <strong>of</strong> address, stock transfer<br />
and dividend mandate forms as well as buy and<br />
sell shares in the Company.<br />
Further details are available at<br />
www.capitasha<strong>report</strong>al.com or by<br />
contacting the Capita Share Portal helpline on<br />
0871 664 0391 (calls cost 10p plus network<br />
extras, lines are open 9:00am-5.30pm, Mon-Fri),<br />
overseas +44 20 8639 3367, or by email at<br />
sha<strong>report</strong>al@capita.co.uk<br />
ShareGift<br />
Shareholders <strong>may</strong> donate their shares to charity<br />
free <strong>of</strong> charge through ShareGift. Further details<br />
are available at www.sharegift.org.uk or by<br />
telephoning 020 7930 3737.<br />
Share dealing<br />
A quick and easy share dealing service is<br />
available for existing May Gurney shareholders to<br />
either sell or buy more May Gurney shares online<br />
or by telephone. Further details are available at<br />
www.capitadeal.com or by telephoning 0871 664<br />
0445 (calls cost 10p plus network extras; lines<br />
open 8.00am-4:30pm, Mon-Fri).<br />
Warning to shareholders<br />
Share fraud includes scams where investors are<br />
called out <strong>of</strong> the blue and <strong>of</strong>fered shares that<br />
<strong>of</strong>ten turn out to be worthless or non-existent, or<br />
an inflated price for shares they own. These calls<br />
come from fraudsters operating in ‘boiler rooms’<br />
that are mostly based abroad. While high pr<strong>of</strong>its<br />
are promised, those who buy or sell shares in<br />
this way usually lose their money. The Financial<br />
Services Authority (FSA) has found most share<br />
fraud victims are experienced investors who lose<br />
an average <strong>of</strong> £20,000, with around £200m lost<br />
in the UK each year.<br />
If you are <strong>of</strong>fered unsolicited investment advice,<br />
discounted shares, a premium price for shares<br />
you own, or free company or research <strong>report</strong>s,<br />
you should take these steps before handing<br />
over any money:<br />
u Get the name <strong>of</strong> the person and<br />
organisation contacting you.<br />
u Check the FSA Register at<br />
www.fsa.gov.uk/fsaregister<br />
to ensure they are authorised.<br />
u Use the details on the FSA Register<br />
to contact the firm.<br />
u Call the FSA Consumer Helpline on<br />
0845 606 1234 if there are no contact<br />
details on the Register or you are told<br />
they are out <strong>of</strong> date.<br />
u Search our list <strong>of</strong> unauthorised firms and<br />
individuals to avoid doing business with.<br />
u Remember: if it sounds too good to be true,<br />
it probably is!<br />
If you use an unauthorised firm to buy or sell<br />
shares or other investments, you will not have<br />
access to the Financial Ombudsman Service<br />
or Financial Services Compensation Scheme<br />
(FSCS) if things go wrong.<br />
If you are approached about a share scam<br />
you should tell the FSA using the share fraud<br />
<strong>report</strong>ing form at www.fsa.gov.uk/scams, where<br />
you can find out about the latest investment<br />
scams. You can also call the Consumer Helpline<br />
on 0845 606 1234. If you have already paid<br />
money to share fraudsters you should contact<br />
Action Fraud on 0300 123 2040.<br />
Financial calendar<br />
Annual General Meeting<br />
24 July 2012 at 3pm.<br />
Venue:<br />
The Top <strong>of</strong> the City<br />
Norwich City Football Club<br />
Carrow Road<br />
Norwich<br />
Norfolk NR1 1JE<br />
Final dividend payment<br />
31 July 2012<br />
Printed by Park Communications on FSC ®<br />
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Park is an EMAS certified CarbonNeutral ®<br />
Company and its Environmental Management<br />
System is certified to ISO14001.<br />
100% <strong>of</strong> the inks used are vegetable oil based,<br />
95% <strong>of</strong> press chemicals are recycled for<br />
further use and, on average 99% <strong>of</strong> any waste<br />
associated with this production will be recycled.<br />
This document is printed on Revive 100 Offset,<br />
a paper containing 100% post consumer<br />
recycled fibre certified by the FSC ® . The pulp<br />
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This <strong>annual</strong> <strong>report</strong> is available at<br />
www.<strong>may</strong><strong>gurney</strong>.co.uk<br />
Designed and produced by Lloyd Northover<br />
www.lloydnorthover.com<br />
108<br />
May Gurney Integrated Services plc<br />
Annual Report and Accounts 2012
May Gurney Integrated Services plc<br />
Trowse, Norwich, Norfolk NR14 8SZ<br />
T: 01603 727272 F: 01603 727400<br />
www.<strong>may</strong><strong>gurney</strong>.co.uk