Connecting the
industrial world
AVEVA Group plc
Integrated Annual Report and Accounts 2022
Revenue
£1,185.3m
FY21: £820.4m (up 44.5%)
Pro forma2 revenue
£1,235.6m
FY21: £1,196.1m (up 3.3%)
Up 7.1% on an organic constant
currency3 basis
Loss from operations
£(6.5)m
FY21 Profit from operations £36.6m
Diluted EPS
(20.78)p
FY21: 11.27p
SaaS revenue
£27.8m
FY21: £23.4m (up 18.8%)
Up 23.9% on an organic constant
currency basis
Net debt5
£405.2m
FY21: £367.4m (up 10.3%)
Up 2.5% on an organic constant
currency3 basis.
Annualised recurring revenue1
£768.7m
FY21: £697.8m (up 10.2%)
Pro forma2 adjusted4 EBIT
£365.1m
FY21: £354.7m (up 2.9%)
Up 7.7% on an organic constant
currency3 basis
Pro forma2 adjusted4 diluted EPS
99.58p
FY21: 105.34p (down 5.5%)
Several non-GAAP alternative performance measures are presented throughout this report. Additional information, including definitions and reconciliations to the nearest
GAAP measures, appear in the Non-GAAP Measures section on pages 203 to 214.
1.
Annualised recurring revenue (ARR) represents the annualised value of the recurring
revenue base that is expected to be carried into future periods.
2.
Pro forma results are prepared on an adjusted basis and additionally add back the
deferred revenue haircut arising on the acquisition of OSIsoft. They include results for
both AVEVA and OSIsoft for the 12 months to 31 March 2021.
3.
Organic constant currency results are presented under FY21 foreign exchange rates
and adjust for M&A activity.
4.
Adjusted figures are calculated before amortisation of intangible assets, share-based
payments and exceptional items. Where relevant this also includes the tax effect
of these adjustments.
5.
Net debt is defined as cash and cash equivalents, less the carrying value of the
Group’s loans and borrowings.
6.
Revenue CAGR from FY21 to FY26. FY21 base revenue is on a pro forma basis,
including 12 months of OSIsoft revenue
7.
Recurring revenue is defined as subscription plus maintenance revenue
8.
Cash conversion is defined as free cash flow before tax as a percentage of the
Group’s adjusted profit before tax.
9.
We define ‘net zero’ as a 100% reduction in emissions with no more than 10%
offsets. Our FY30 targets have been submitted for validation to the Science-based
Targets Initiative and are set against an FY20 base year.
10. The gender pay parity gap is defined as ensuring people are paid the same or similar
as others for the same work, in the same geographic location, and with the same or
similar experience levels. This is different to the gender pay gap which compares the
earnings of men and women across all jobs.
Financial highlights
Recurring revenue7
>80%
Net-zero
9
GHG emissions across
our operations
(Scopes 1 and 2)
50%
Reduced end-to-end
value chain emissions
(Scope 3)
Gender
representation
50/40/30
50% of new hires
will be women;
40% of management
roles and 30% of our
leadership roles will be
held by women
Gender pay parity
gap10
<1%
Cost synergy
$30m
by FY23, approx £23.9m
Cash conversion8
100%
long-term average
CLIMATE ACTION PLEDGE:
Net-zero operations and value chain
GENDER EQUALITY PLEDGE:
Advancing women in technology
FY30 non-financial targets
Revenue CAGR6
10%
Adjusted4 EBIT margin
>35%
Integration synergy
Revenue synergy
$100m
by FY26, approx £79.5m
FY26 financial targets
SaaS revenue
25%
of total revenue
AVEVA Extended Reality (XR) software empowers industrial teams to visualise, manage and collaborate in real or virtual environments.
We spark industrial ingenuity by connecting people with
trusted information and insights to drive responsible use
of the world’s resources.
Over 20,000 industrial enterprises use our innovative products
to deliver the essentials of life: safe and reliable energy, food, water
and more. We help them collaborate and thrive in an increasingly
connected industrial economy.
This integrated report is produced in accordance with UK requirements
for the year ended 31 March 2022. It provides insight into our efforts
to create value for all stakeholders by driving productivity, economic
growth and responsible use of the world’s resources.
1
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Annual Report and Accounts 2022
Inside
p.14
p.4
p.6
p.12
Chief Executive’s review
Connecting people
with trusted information
and insights
AVEVA at a glance
A global leader in
industrial software
Our purpose, mission and vision
Sparking industrial
ingenuity
Chairman’s statement
Driving responsible
use of the world’s resources
p.8
The power of data
The connected
industrial economy
2
Integrated Annual Report 2022 | aveva.com
Customer success
Dominion Energy: Democratising
data for sustainability
Governance report
Chairman’s introduction to Governance
74
Statement of compliance
76
Board of Directors
78
Board leadership, purpose and culture
82
Governance at a glance
83
Division of responsibilities
84
Keeping the Board informed
85
Considering stakeholders in principal decisions
87
Board activities
88
Nomination and Governance Committee report
93
Audit Committee report
96
Remuneration Committee report
102
Directors’ Remuneration Policy
104
Implementation Report
112
Other statutory information
127
Financial statements
Auditor’s report
132
Consolidated financial statements
142
Company financial statements
188
Statement of Group accounting policies
194
Full list of addresses and subsidiaries
200
Non-GAAP measures
203
Company information and advisors
217
Glossary
218
Market review
18
Our business model
20
Our strategy
22
Key performance indicators
24
ESG pillars
30
Stakeholder engagement
42
Section 172 statement
47
Finance review
50
Principal risks and uncertainties
54
TCFD disclosures
63
Non-financial information statement
70
Viability statement and going concern
71
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p.10
p.48
Customer success
Nigeria LNG:
A digital twin
drives competitive
advantage
p.28
Customer success
University of
California, Davis:
A data-centric
approach to
net zero
3
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
AVEVA is a global leader in industrial software
AT A GLANCE
AVEVA’s trusted solutions and expanding ecosystem empower
our customers—over 20,000 industrial enterprises—to transform
their businesses and our world.
These organisations use
AVEVA’s software to spark their
industrial ingenuity and maximise
performance in many ways,
including:
» Accelerating innovation, such as
digital transformation and energy
transition
» Visualising and simplifying
industrial design and operations
» Increasing resilience, sustainability
and circularity
» Reducing cost, time and resource
consumption
» Improving energy efficiency,
accelerating low-carbon transition
and redefining the frontiers of the
energy system
» Ensuring reliability, security,
productivity, quality, safety and
compliance
» Anticipating, detecting and
preventing problems
» Training employees and customers
» Enabling collaboration and remote
operations
» Enhancing value for and with their
own customers, partners and
suppliers
Who we serve
AVEVA’s global customer base spans
the critical industries. AVEVA customers
deliver the essentials of life, from vital
energy, food and water to reliable supply
chains, materials and transportation.
Our hybrid SaaS solutions deliver a
complete digital thread, purpose-built
for industry.
Supporting
diverse
industries
Energy
Other
Hybrid power
and grid
Chemicals
Infrastructure
F&B,
CPG,
Life
sciences
Marine
Mining, metals
and materials
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Integrated Annual Report 2022 | aveva.com
Global operations, ecosystem and reach
Delivering the largest acquisition
in our history
Our 2021 acquisition of OSIsoft
underscored our position as one of the
largest comprehensive industrial
software companies in the world and
provided a critical foundation layer for
AVEVA applications. Uniting the talent,
technology and opportunities of these
two complementary businesses was
a key focus in FY22. Learn more about
the integration on page 15.
20,000+
customers
in 100+
countries
c. 6,500
employees
5,000+
partners
5,700
certified
developers
Learn more about
how we work with
customers on pages
10, 28 and 48
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Sparking industrial
ingenuity
OUR PURPOSE, MISSION AND VISION
AVEVA launched in the 1960s to empower industry with better technology
solutions. More than 50 years later, we continue to deliver on this purpose,
sparking industrial ingenuity with innovative software.
Today, over 90% of leading industrial companies rely on AVEVA.
By connecting people with trusted information and AI-powered insights,
we help these businesses design capital projects better and operate
more efficiently.
Our software enables businesses to optimise not only their own enterprises,
but also their extended ecosystems of customers, partners and suppliers.
Together, we are building sustainable economic and social value, helping to
drive responsible use of the world’s resources.
This is why AVEVA was named one of the world’s most innovative
companies in 2022.1
1.
Fast Company, The 10 most innovative manufacturing companies of 2022, March 2022
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A framework to define our
common future as one AVEVA
Strategy
Learn more on
pages 22-23.
We spark industrial ingenuity
by connecting people with trusted information and insights
to drive responsible use of the world’s resources.
Our integrated environmental, social and governance (ESG) framework,
strategy and values support our purpose, mission and vision.
AVEVA is powering the digitalisation and transformation of the industrial world. Our software helps
realise new value for critical industries and the global communities which depend on them.
Nearly half of AVEVA employees participated in workshops and focus groups to help define and articulate
our newly integrated company values and culture.
ESG pillars
Learn more on
pages 30-41.
Values
Technology
handprint
Innovation
Cloud-first
strategy
Growth and
diversification
Operational
excellence
Business
model
transition
Purpose
Mission
Vision
Inclusive
culture
Operational
footprint
Impact
We make a
positive,
sustainable
difference in
the world
Curiosity
We ask questions,
and experiment to
find powerful,
meaningful
solutions
Trust
We put people first
and build
relationships based
on inclusion and
respect
Aspiration
We aim high
and surpass the
expected
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
THE CONNECTED INDUSTRIAL ECONOMY
But imagine…
Real-time holistic optimisation
through industrial data sharing
Historically, industrial ecosystems have
been siloed, reactive and slow.
Many industrial organisations still face
challenges sharing timely, accurate data
within their own enterprises. The challenge
grows for sharing that information with
trusted suppliers, partners or customers.
This failure carries real cost, including
downtime, delays, waste, and compromises
in safety, human potential and
environmental sustainability.
What if businesses could dismantle
the silos, and enable secure industrial
information sharing within a trusted
ecosystem?
With 24/7 parallel information exchange:
» partners know when an asset is
likely to fail, and can proactively send
out maintenance crews before an
outage occurs
» suppliers top up critical supplies
before customers run low
» OEMs initiate root cause analysis
to improve next generation designs
» and enterprises spark new business
ventures based on these new efficiencies.
A municipal water utility
collaborates with consultants, a pontoon
operator, university researchers and data
scientists to measure environmental factors in
a local lake. Together, they create a model to
predict and protect against harmful algae
blooms in the water supply.
Weekly forecasts of
potential blooms, resulting in
zero
unprotected public health incidents
Cleaner, safer water
Outcome
In short, a business could transform from a disconnected
member of a linear value chain to a digitally empowered
partner in a multi-directional value network.
AVEVA customers are already beginning to realise this vision.
8
Integrated Annual Report 2022 | aveva.com
Industrial data is an appreciating asset.
The more widely it circulates, the more valuable it becomes.
AVEVA is uniquely positioned to help our customers—and our planet—
succeed in this connected industrial economy.
We are applying over 50 years of industrial expertise and innovation,
with a vision to become a leader in industrial information as a service.
A marine engine
manufacturer
Uses real-time operational and
engineering data captured to
monitor performance of ships
deployed across customer fleets
and turns this data into a
value-added service. It advises
a cargo operator to change its
hull cleaning regimen to reduce
fuel drag, and notifies a tugboat
operator that a third-party
engine needs preventive
maintenance.
A food company
uses real-time operational
data to identify inefficiencies.
It starts notifying its
ingredient supplier when
stocks will run low and when
storage capacity will be
available. The supplier no
longer wastes time and
energy idling in the loading
dock. The local utility provides
rebates due to the company’s
reduced energy consumption.
Reduced time, food waste
and carbon footprint
Outcomes
Reduced critical control
point failures by
64%
Slashed food product
recalls caused by
fluctuating conditions by
73%
A saving in fuel
costs of over
$450,000
per vessel per year
Lower cost and energy consumption
Outcome
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Democratising data
for sustainability
Dominion Energy uses AVEVA software
to share renewable energy data with customers,
unlocking new revenue opportunities
CUSTOMER SUCCESS IN THE CONNECTED INDUSTRIAL ECONOMY
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Just about every business uses data to optimise its
own operations. Advanced industrial enterprises share
data to help optimise their extended ecosystems and drive
better, more sustainable outcomes with customers,
partners and suppliers.
Consider Dominion Energy, a leading North American
power provider with an extensive network of renewable
and low-carbon power generation. To manage power
supply across its grid, Dominion gathers and shares data
internally using AVEVA Data Hub, an industrial SaaS
solution available on the AVEVA Connect industrial
cloud platform.
Data sharing helps Dominion customers
validate their transition to low-carbon energy
Because much of Dominion’s energy comes from renewable
sources, the team discovered that sharing energy source
and performance data in real time with customers unlocked
a new source of value.
Dominion enables customers to track and validate their
decarbonisation commitments within embedded carbon
reporting schedules, providing data proof that each
customer is using energy from low-carbon sources.
Accelerating to market 50% faster
In turn, Dominion’s customers can prove their own net-zero
progress to investors and environmental, social and
governance (ESG) auditors. Today, Dominion is now sharing
data across its network in real time as a new, revenue-
producing service. The company has also realised a 50%
increase in speed to market for vital environmental data.
AVEVA is helping Dominion Energy grow profitability and
accelerate the transition to a low-carbon energy future in
North America.
“
With AVEVA, we enable our data to reach
the cloud quickly, and from there, we can
share it with our utility customers so
that they can use it.
We’re turning real-time data on energy
sources into a selling point for our
company, providing benefits that
encourage our customers to select
Dominion over other energy providers.
The intelligence of the AVEVA tools
means that we can achieve speed to
market and realise benefit more quickly,
for ourselves and our customers.”
Riley Moore, Dominion Energy
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
CHAIRMAN’S STATEMENT
Driving responsible use of the world’s resources
For more than 50 years, AVEVA has
helped industry advance and improve
with cutting-edge technology.
Our vision is ambitious: beyond mere
operational and engineering efficiency,
we seek to drive responsible use of the
world’s resources.
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In addition, we were pleased that Dr. Ayesha Khanna joined the
Board as an independent Non-Executive Director. Ayesha is
Co-Founder and CEO of ADDO AI, an artificial intelligence (AI)
solutions firm and incubator, and brings a significant depth of
technology and industry knowledge to the Group’s digital
transformation strategy.
Following the end of the financial year, we were delighted that
Anne Stevens joined the Board in May 2022, as an independent
Non-Executive Director and will become Chair of the Remuneration
Committee later this year. In her previous roles Anne was Chief
Executive of GKN plc as well as Chairman and CEO of SA IT
Services from 2011 until December 2014. Prior to this, she was
COO for the Americas at Ford Motor Company until 2006. Anne’s
broad international expertise and wealth of industry knowledge
will strengthen the Board and will contribute to the Committee’s
range of skills.
AVEVA’s Deputy CEO and CFO, James Kidd, became Chief
Strategy and Transformation Officer on 1 March 2022, focusing on
driving both organic and inorganic growth initiatives. James
remains on the Board as one of two Executive Directors alongside
Peter Herweck. On James’ appointment to his new role, Brian
DiBenedetto assumed the role of Chief Financial Officer.
Jennifer Allerton, having completed nine years service, retires as
Non-Executive Director and Chair of the Remuneration Committee
at the conclusion of the 2022 AGM. On behalf of the Board, I would
like to thank Jennifer for her support and contributions to the Group
and the Board. I wish her the very best for the future.
I’m delighted to have an opportunity to remain AVEVA’s Chairman
beyond AVEVA’s 2022 AGM. I look forward to working with our
highly experienced Board and Executive Leadership Team as we
ensure AVEVA continues its growth trajectory.
Summary
On behalf of the Board, I would like to sincerely thank all our
employees for their support, hard work and dedication this year.
Our employees are AVEVA’s most valuable asset, continuing to
demonstrate flexibility and resilience. We also acknowledge and
thank our customers, partners, shareholders and other
stakeholders for their continued support. We look forward to a
successful future together.
Philip Aiken AM
Chairman
7 June 2022
Overview
AVEVA has continued to make good progress towards this vision
and delivered solid results in the financial year ended 31 March
2022. Despite the continuing Covid-19 pandemic and increased
geopolitical uncertainty, the business demonstrated resilience,
while our employees and management team showed remarkable
commitment and flexibility.
The Group delivered ARR growth of 10.2% and revenue growth
of 7.1% on an organic constant currency basis, while making
considerable investment to lay the foundations for future growth.
The Board of Directors proposes a final dividend of 24.5 pence per
share, which represents a modest increase over the prior year.
Strategic developments
The industrial software sector remains exciting, with structural
growth driven by large trends in technology and imperatives such
as sustainability, while our competitive position remains strong.
Following the acquisition of OSIsoft in March 2021, we have made
significant progress in integration of the PI System business. This
has been a key area of focus for the Board and I am pleased with
the progress that we have made, particularly on the product
integration and revenue synergies. AVEVA is transitioning to a
subscription and SaaS business model and this is an important
area that the Board and its Committees continue to focus. The key
focus for the Group will be driving Annualised Recurring Revenue
(ARR) growth in order to achieve our FY26 financial targets. ESG,
culture and succession planning continue to be key topics for the
Board and these will also continue to be on our agenda for FY23.
Board developments
As I covered in my Statement last year, Peter Herweck became
AVEVA’s CEO on 1 May 2021. Peter is familiar with AVEVA’s
business having served on AVEVA’s Board since 2018. He played
a key role in bringing together AVEVA and the Schneider Electric
industrial software business and more recently, has been leading
the business through the integration of OSIsoft.
As part of having a strong and diversified Board, we welcomed
two new Board members during the financial year. We were
pleased to welcome Hilary Maxson as a Non-Executive Director of
AVEVA and as a member of the Nomination and Governance
Committee, replacing Peter Herweck when Peter became CEO.
Hilary is Executive Vice President, Group Chief Financial Officer at
Schneider Electric and brings a significant range of knowledge and
perspective to the Board, supporting AVEVA as it enters a new
growth phase.
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aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
“
Connecting people with
trusted information and insights
CHIEF EXECUTIVE’S REVIEW
I am excited about the
opportunities ahead of us
as AVEVA leads the connection
and digitalisation of the
industrial world. “
AVEVA delivered a solid set of results
in FY22, as the business began to
grow following disruption caused by
the pandemic.
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Integrated Annual Report 2022 | aveva.com
This year of continued recovery from
global health and business challenges
has brought fresh reminders of how
interdependent the world has become.
It has never been more important to
connect people using the power of
trusted information and insights. Our
company has a critical role to play here
to foster collaboration, understanding
and sustainable growth.
Summary
AVEVA delivered a solid financial performance and made good
progress in integrating OSIsoft, which was acquired just before the
start of the financial year.
Pro forma1 organic constant currency2 ARR3 increased 10.2%,
revenue grew by 7.1% and adjusted4 EBIT increased 7.7% on the
same basis. The revenue growth was led by growth in sales of PI
System products, which increased at a double-digit rate and growth
from the heritage AVEVA business at a low single-digit rate.
The integration of OSIsoft progressed well, in accordance
with AVEVA’s plans. During the first half of the financial year,
the organisational model was established and leadership
roles determined.
R&D work on the product portfolio roadmap to achieve
interoperability between products has been progressed to add
greater value to customers. Key integrated products that have been
launched included AVEVA Unified Operations Center with AVEVA
PI System and AVEVA Predictive Analytics with PI System.
AVEVA is on track to achieve both cost and revenue synergies in
line with its acquisition model. Pre-tax cash cost synergies are
expected of not less than $30 million per annum on a run rate
basis by the year ending 31 March 2023. Revenue synergies of
at least $100 million per annum are expected by the year ending
31 March 2026.
During FY22 AVEVA achieved initial revenue synergies of
£7.4 million ($10.1 million) and £10.8 million ($14.7 million) of cost
synergies were realised in the year.
ARR and business model transition
ARR at 31 March 2022 for the combined AVEVA Group on a pro
forma constant currency basis was £768.7 million
(FY21: £697.8 million), representing a 12 month increase of 10.2%.
This growth was driven by the heritage AVEVA business, which
increased ARR by a double-digit rate, while OSIsoft increased ARR
by a low single digit rate, ahead of its transition to a subscription-
based revenue model.
During the year AVEVA also made progress with its subscription
transition, with 11.5% growth in on-premises pro forma constant
currency subscription revenue and very strong growth in SaaS
contract wins, leading to 23.9% growth in SaaS revenue on a pro
forma constant currency basis.
The PI System product is expected to increase ARR growth as it
moves to the AVEVA Flex subscription model. AVEVA also expects
to drive an acceleration in sales of SaaS revenue as more products
become available on the cloud and salesforce incentives have been
evolved to further encourage sales of these products.
Pro forma regional performance
EMEA revenue was £473.9 million representing an increase of
5.9% (FY21: £447.6 million) and was up 9.7% on an organic
constant currency basis. AVEVA achieved good growth in Eastern
Europe and the Middle East in particular. The war in Ukraine did
not have a material impact on revenue in the financial year.
Notable order wins were achieved with companies including
International Maritime Industries, Saudi Aramco and Saudi
Electricity Company.
Americas revenue was £496.5 million representing an increase of
4.8% (FY21: £473.7 million) and was up 8.4% on an organic
constant currency basis. Growth was broad based with all regions
delivering a good performance across the USA, Canada and Latin
America. Notable order wins were achieved with companies
including TC Energy, Pembina, Southern California Gas and
General Mills.
Asia Pacific revenue was £265.2 million, representing a decrease
of 3.5% (FY21: £274.8 million) and was up 0.7% on an organic
constant currency basis. AVEVA saw good growth in China and
India, which was largely offset by declines in Korea and Japan
due to tough comparative periods. Notable order wins were
achieved with companies including Sinopec Engineering and
Indian Oil Corporation.
Notes
1.
On 19 March 2021, the Group announced the completion of the acquisition of OSIsoft,
LLC (OSIsoft) enhancing AVEVA’s ability to accelerate the digital transformation of the
industrial world. To provide a better understanding of the combined comparative trading
performance and to improve transparency, non-statutory results are also shown for the
combined Group on a pro forma basis. The Directors believe that the pro forma results
give helpful insight into the performance of the Group and form a basis from which to
consider the outlook.
Pro forma results include results for both AVEVA and OSIsoft for the 12 months to
31 March 2022 and the 12 months to 31 March 2021. In addition to this, the results have
been adjusted to exclude the effect of the deferred revenue haircut under IFRS 3
(Business Combinations), which reduces statutory revenue.
2.
Organic constant currency revenue and adjusted EBIT excludes a currency translation
reduction of £42.5 million to revenue; and adjusts for the disposals of the Acquis
Software, Termis Software and Water Loss Management Software businesses in
June 2021 by removing the results of the disposals from each reporting period.
3.
ARR makes it easier to track recurring revenue progression by annualising revenue
associated with subscription, cloud and Maintenance contracts. It removes timing
differences caused by revenue recognition standards by annualising the revenue
associated with contracts at a point in time. It is calculated on a constant currency basis.
4.
Adjusted metrics are calculated before amortisation of intangible assets,
share-based payments and exceptional items. Adjusted Earnings Per Share
also includes the tax effects of these adjustments. See note 2c of the Note to the
Consolidated Financial Statements.
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
CHIEF EXECUTIVE’S REVIEW CONTINUED
Accelerating our
SaaS journey
Adoption of the AVEVA Connect
industrial cloud platform is
accelerating, with the number
of customers using two or more
solutions more than doubling
over the period.
For more metrics indicating our progress
against strategic targets, see p.24.
+163%
Year-on-year growth
Business highlights
Engineering consists of Engineering and Simulation software. In
turn, Engineering software includes Engineering & Design, Project
Execution and Engineering Information Management. Simulation
includes Simulation & Learning and Value Chain Optimisation.
Engineering contributed 30.9% of pro forma revenue in the period
(FY21: 35.1%). On an organic constant currency basis, revenue
decreased by 5.7%. This decrease was due to a tough comparator
in the prior year that included a significant amount of point-in-time
revenue recognition due to several significant multi-year contracts.
Underlying business performance was good, contributing to the
Group’s double-digit ARR growth, with a broad range of new
order wins being achieved, particularly in the energy market,
which is undergoing a recovery following the Covid crisis.
Significant orders were won from companies including Aibel,
Saipem SBM Offshore and Worley.
Operations consists of Asset Performance, Monitoring & Control
and Information Management (PI System). In turn, Asset
Performance consists of Asset Performance Management and
Manufacturing Executions Systems software. Monitoring & Control
includes HMI SCADA, Enterprise Visualisation and Pipeline
Management software. Information Management consists of the
recently acquired OSIsoft business.
Operations contributed 69.1% of pro forma revenue in the period
(FY21: 64.9%). On an organic constant currency basis, revenue
increased by 14.2%. This revenue growth was due to good
performances across the business unit from Asset Performance,
Monitoring & Control and in particular, Information Management.
The PI System business delivered solid double-digit growth in the
year, with performance significantly strengthening in Q4 as the
benefits of integration began to take effect. The growth in
Monitoring & Control revenue was supported by a significant
contract extension and renewal with Schneider Electric, with a
substantial element of point-in-time revenue recognition. Other
significant orders came from companies including General Mills,
PepsiCo, Nestle and Rio Tinto.
0
20
40
60
80
100
2021 Mar
2021 Apr
2021 May
2021 Jun
2021 Jul
2021 Aug
2021 Sep
2021 Oct
2021 Nov
2021 Dec
2022 Jan
2022 Feb
2022 Mar
Customers using 2 or more solutions on
the AVEVA Connect industrial cloud platform
16
Integrated Annual Report 2022 | aveva.com
Cloud
AVEVA made progress during FY22 growing SaaS revenue to
£27.8 million representing 23.9% growth on a pro forma organic
constant currency basis (FY21: £23.4 million) and orders in annual
contract value terms by 89%. Key products were launched on the
Group’s SaaS platform, AVEVA Connect, during the year including
Unified Engineering, Unified Operations Control and Unified
Supply Chain. AVEVA is accelerating investment in cloud R&D
during FY23 moving products to an industrial hybrid cloud
architecture to maximise the opportunities for leveraging data
and collaborative working.
Outlook
The ongoing digitalisation of the industrial world continues to drive
demand for industrial software and AVEVA is very well positioned
with its broad integrated software portfolio to drive sustainable
growth. AVEVA’s end markets have recovered from the Covid crisis
and several key markets are showing positive trends, such as
energy, power, shipbuilding and infrastructure.
As communicated in the trading update on 27 April 2022, AVEVA
intends to drive an acceleration in ARR growth in FY23 to a level of
15% to 20% per annum. This growth will be underpinned by the
business model transition to subscription, improving end market
conditions, synergies relating to the PI System integration, and
price increases. For example, contracts are beginning to be
renewed early as energy markets recover; PI System will accelerate
its move to subscription; the Group’s cloud transition is being
accelerated; and AVEVA implemented a substantial list price
increase on 1 April 2022.
As the transition to subscription and SaaS accelerates in FY23,
reported revenue will be reduced by the timing of revenue
recognition but ARR will increase. The Group expects contract
assets to remain broadly stable, impacting point-in-time revenue
recognition as AVEVA increasingly moves towards higher ARR
value contracts that have rateable revenue recognition.
In addition to this, revenue will be impacted by the war in Ukraine
and consequential sanctions on Russia as AVEVA has ceased new
business in Russia. The Group continues to support existing
non-sanctioned companies where there is no legal basis to
terminate contracts. Russia is a relatively small market in the
context of the Group, representing around 2% of revenue in FY22.
Due to the fixed nature of AVEVA’s costs, the loss of revenue will
largely drop through to adjusted EBIT.
Adjusted EBIT for FY23 will also be impacted by some additional
costs. These include wage inflation due to very competitive
software labour market conditions; increased travel and event
costs post-Covid; together with investment in cloud R&D, cloud
sales and cloud operations. Wage inflation will be more than offset
by pricing over time; however, most salary increases feed through
at the beginning of the financial year, while list price increases only
take effect when contracts are renewed, or new business is signed.
While the additional investment in cloud was planned, the Board
has decided to pull this investment forward to accelerate AVEVA’s
transition and the impact of this acceleration in cloud will result in
around £20m of additional costs in the current financial year.
As previously communicated in a trading update on 27 April 2022,
taking all of these factors into account, revenue growth is expected
to be lower in FY23 than in FY22 on an organic constant currency
basis and adjusted EBIT margin is expected to reduce, before
resuming growth in FY24. If current rates of FX persist, AVEVA will
benefit from a significant currency translation gain on a statutory
basis, due to the strength of the US dollar versus Sterling. Cash
conversion is expected to significantly improve in FY23 and beyond.
Peter Herweck
Chief Executive Officer
7 June 2022
17
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Capturing market opportunities through
business and technology trends
MARKET REVIEW
To ensure our software addresses emerging business needs,
we pay close attention to the market and technology trends
influencing the industrial and wider business world. Our
understanding of these trends and their impact on our
customers helps shape our strategy and product development.
Business trends
Sustainability, energy transition and infrastructure
Sustainable use of resources is more than a trend: it’s a global
imperative. Regulation and commitment to decarbonisation has
increased; for example, Europe is striving to be the first climate-
neutral continent. Investors are prioritising environmental, social
and governance (ESG) factors and considering sustainability
initiatives as a source of competitive advantage and revenue.
With the pressure to achieve a carbon-neutral future and shift to
green energy, global markets anticipate the need to significantly
upgrade power transmission and distribution (T&D) infrastructure
and invest in new clean energy projects. Geographically disparate
sources of renewable energy render existing T&D infrastructure
inadequate. Grid spending is projected to rise 50% over the next
decade in order to meet sustainability commitments. Hydrogen
generation will further add to this challenge.
What this means for our customers
The energy transition has implications for existing business
models in many industries, particularly the energy sector.
Across industries, our customers are increasing investments in
sustainability to decarbonises, improve circularity and reduce
resource intensity. This includes investments in less resource-
intensive cloud transition.
Operating margin and supply chain pressures
Volatile energy and rising commodity prices, supply chain
challenges and higher inflation and labour shortages are increasing
operating costs and margin pressure. Because digital
transformation improves visibility into operations for better decision
making, industries with higher levels of digitalisation tend to deliver
higher margins.
What this means for our customers
Despite the rising prices, labour uncertainty and supply chain
volatility, companies are investing in digitalisation to maintain or
even improve margins. To maximise production, businesses are
using simulation and visualisation to reduce downtime, both
scheduled and unscheduled. Companies are also seeking better
information and insights to address the intertwined challenges of
supply chains, operations and optimisation.
Connected workers and a changing
labour landscape
The pandemic proved that remote work is viable and even
advantageous for many types of companies. To streamline
processes and increase productivity, companies are empowering
connected workers with remote access to robust collaboration
tools and decision-ready information. Businesses are also
transitioning to autonomous operations, supported by AI,
addressing safety and compliance concerns, such as travel
to remote or hazardous environments.
A scarcity of qualified labour, intensified by ageing workforces in
many markets, has accelerated investments in robotics and
automation. The need to transfer the critical knowledge of
departing workers and meet the expectations of new ones
leads businesses to automate, streamline operations and ensure
better access to knowledge resources. This includes virtual and
immersive training.
What this means for our customers
Nearly two-thirds of top CIOs say funding for digital innovation has
increased as a result of the pandemic in a recent survey..1
Customers are relying on these solutions to support remote
operations and simulate assets and processes. AI-driven tools help
them automate tasks, foster collaboration and knowledge sharing,
and liberate employees to focus on less tedious and more valuable
work.
Everything as a Service (XaaS)
An increasing number of products and services that were once
delivered physically have been digitalised and are now delivered as
a service over the internet. The global Everything as a Service
(XaaS) market is projected to grow nearly six-fold to exceed $2.38
trillion by 2028.2 Growth drivers include improved business agility,
increasing operational efficiency and demand for artificial
intelligence as a service. Most software vendors are transitioning
their offerings to SaaS models that offer convenient access and
flexibility.
What this means for our customers
Many AVEVA customers have moved to XaaS to reduce capital
outlay, support reallocation of IT resources and reduce security or
regulatory risks. Some are using XaaS not only as a consumption
model, but as a delivery vehicle for their own products and services.
18
Integrated Annual Report 2022 | aveva.com
Technology trends
Industrial internet of things (IIoT) and edge
technology
Analysts estimate that half of the world’s data has been created in
the last two years, and that the same will be true in 2024.3 One
factor is smart devices: they’re no longer just consumer products
but also pipelines, pumps and factories. The IIoT market is
projected to exceed US$ 1 trillion by 2028.4
What this means for our customers
Some IIoT growth comes from fitting old and remote edge assets
with low-cost sensors, giving customers a comprehensive
understanding of their extended enterprise. This in turn fuels their
ability to take advantage of AI and digital twin technology to
reduce costs and maximise performance. The pandemic also
tested—and proved—the heightened resilience of companies
which had the foresight to invest in structured operational data to
build situational awareness and remote operations capabilities..
Distributed and hybrid cloud
There are significant cost, flexibility and sustainability advantages
to managing workloads in the cloud. The distributed nature of
cloud infrastructure facilitates broad access and agility in the event
of a critical outage. At the same time, many companies require
hybrid environments, in which some data is stored on-premises or
in remote edge settings.
What this means for our customers
AVEVA research confirms that the pandemic accelerated cloud
adoption, as industrial organisations invested in operational agility
and resilience. Customers continue to seek the flexibility of
cloud-ready applications that can take advantage of public,
private, edge and hybrid cloud configurations. With most
cybersecurity incidents resulting from human error,5 we anticipate
that security concerns focused on better automation will become a
driver rather than an inhibitor of cloud adoption.
Artificial intelligence (AI), machine learning
and data analytics
The AI market is expected to reach $554.3 billion in 2024,6
as organisations look to quickly solve business problems at scale.
The AI discipline of machine learning and other data analytics
tools empower businesses to distil meaning from growing
quantities of data.
What this means for our customers
Industrial data—such as engineering documents and designs or
operational data collected by IIoT sensors—is a rich organisational
asset whose value grows the more customers use it. AI-infused
software delivers insights to help realise this value. Use cases
range from predictive maintenance and production optimisation
strategies to the development of green operations and smart cities
and factories.
Visualisation, including extended reality (XR)
Data visualisation for situational awareness and decision making
is an important tool for companies running complex and critical
operations. Leading companies are increasingly using or
prototyping solutions that include immersive XR technologies, and
the global pandemic has sped the adoption of these technologies
by several years.7
What this means for our customers
Data visualisation, information and 3D models are critical tools for
many connected workers. The technology is becoming available on
mobile devices, and companies will increasingly need to make the
content available to their employees. Using XR tools, such as
augmented reality and industrial metaverse models that allow
workers to remotely monitor and manage real industrial processes
in a virtually simulated environment, can drive dramatic
improvements in worker performance, safety and productivity.
Digital twins
The preceding technologies of IIoT, distributed cloud, AI and
visualisation combine with industrial information to culminate in a
digital twin. Digital twins help industrial companies understand
and improve their critical assets and processes. Using data and
context to create a virtual replica, the twin represents not only
physical attributes of an object or system, but also its behaviour,
condition, operation and organisational structures. The digital twin
supports simulations and analysis of the physical twin throughout
its life cycle—even before the physical asset is built.
What this means for our customers
Companies are investing in digital twins to support safer and
more efficient operations. To generate maximum value, some
customers will connect multiple, simpler digital twins representing
individual assets and processes to represent entire enterprises
and ecosystems.
Sources: 1. Gartner 2. Fortune Business Insights 3. Statista 4. McKinsey 5. Verizon
6. IDC 7. World Economic Forum
Engineering
Operations
IT
C-Suite
Artificial intelligence
Cloud
Visualisation
Industrial IoT
and edge
Digital twin
19
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
How we create and preserve value
BUSINESS MODEL
We deliver value to our customers and partners globally, across key industries,
through industrial software that advances digital transformation and sustainability.
We maximise that value through world-class support, services and training.
Customers
Our global customer base spans
process, batch and hybrid industries,
from energy to infrastructure.
People
Our skilled and values-driven
international workforce includes
experts in technology, engineering and
operational processes, customer
success, security and more.
Domain expertise
As one of the world’s leading industrial
software companies, AVEVA brings a
proven track record of understanding
specific needs and delivering value
across numerous industries.
Research and development
Innovation, academic partnerships,
and R&D investments have contributed
to a strong portfolio of intellectual
property. They allow AVEVA to evolve
and expand capabilities to meet
changing market needs.
Ecosystem and partners
Our ecosystem of more than 5,000
partners extends AVEVA’s geographic,
technology and industry-specific reach
to offer the solutions of today and the
future.
VISUALISATION
D
A
T
A
S
H
A
R
I
N
G
INDUSTRIAL
INFORMATION
Production
Optimisation
Planning
and Scheduling
Simulation
and Learning
Engineering
and Execution
Operations
Control
Asset
Performance
D
E
SI
G
N
O
P
E
R
A
T
E
O
P
TI
MI
S
E
AVEVA’s open, agnostic portfolio
delivers a complete digital thread,
purpose-built for industry
The AVEVA product portfolio supports
the full design, operate and optimise
life cycle of industrial businesses.
Resources and relationships
(inputs)
How we create value
(activities and levers)
20
Integrated Annual Report 2022 | aveva.com
We measure the value we create for
investors, customers, employees,
partners and communities in both
economic and non-economic terms.
Market position and financial performance
• One of the world’s leading industrial software
companies, as measured by market share and
revenue
• Market-leading positions, particularly in operations
information, HMI, MES, APM and 3D design software
categories
• Over 20,000 customers
• Total Shareholder Return of over 10,000% since
AVEVA was first listed
Employment and education
• Circa 6,500 employees, with facilities in 31 countries
• Next generation talent nurture through our early
careers programme and partnerships with over 750
universities around the world that share our vision
for a more sustainable future
Innovation
Our pioneering software empowers businesses to find
new ways of engineering sustainability into facilities
and assets from design inception. We enable a
connected workforce to monitor, optimise and
continually improve sustainable operations and
processes.
Operations
To improve the environmental and social impact of our
operations, we are greening our campuses, creating a
more inclusive culture and improving data collection
processes to better measure ESG progress.
Collaboration in a connected world
Our information sharing technology fosters improved
collaboration between industrial players and their
extended ecosystems: what we call the connected
industrial economy. Secure industrial information
sharing between trusted partners reduces cost, waste
and limits to economic and human potential.
Software
AVEVA solutions and expertise connect people with
trusted information and insights. Customers choose our
products to optimise industrial operations, engineering
and performance.
Our open architecture supports diverse environments
of legacy and modern equipment, as well as third-party
and in-house assets and systems. This allows our
customers and partners to maximise value without
compromising existing investments.
Our investments in accordance with the US National
Institute of Standards and Technology (NIST)
Cybersecurity Framework and NIST Secure Software
Development Framework help protect customers’
sensitive and mission-critical data, mitigating
organisational risk.
Flexible commercial and delivery model
We primarily license and sell our software on
a subscription basis, with the balance sold as
perpetual licences. The AVEVA Connect industrial
cloud platform and AVEVA Flex subscription
programme allow customers to take advantage of
AVEVA’s portfolio through a variety of SaaS, hybrid and
on-premises models, depending on evolving business,
technology and commercial needs.
Continued investment in cloud and industrial
SaaS development allows us to offer more capabilities
and solutions as a service each year—translating
to increased customer choice, flexibility and speed
to value.
Global go-to-market and ecosystem
AVEVA’s global direct and indirect channels and
robust partner and technology ecosystem help
customers realise the value of their AVEVA investments.
The direct sales force accounts for three-quarters of
revenue, with the balance delivered through our
partners and distributors ecosystem.
Value delivery
(outputs)
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aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Driving sustainable growth
OUR STRATEGY
Strategic pillars
We’ve built our long-term
corporate strategy on five
strategic pillars. These
guide our growth, ensure
we seize opportunities
created by market and
technology trends, and
position our business for
long-term success.
ESG considerations are
not bolted on, but
integrated within each
pillar.
We seek to become the leading provider
of industrial information as a service
through AVEVA Connect, our industrial
cloud platform and our cloud applications.
In FY22 we launched AVEVA Data Hub,
our first integrated product combining the
AVEVA PI System data-sharing
technology with the flexibility of the
AVEVA Connect industrial cloud platform.
We also continue to prioritise investment
in new cloud capabilities for digital
transformation, making it easier for our
customers to run their businesses and to
do business with us:
• Customers are using digital technology,
the cloud and industrial data to explore
new business models and avenues for
growth and profitability;
• With the rise of sensor-based
operational data and other IIoT
information, advanced industrial
information sharing via the cloud
allows businesses to optimise their
operations while boosting the value of
collaboration with key stakeholders;
• Digital transformation also addresses
demand for remote operations enabled
through the cloud and for connected
worker solutions.
ESG in cloud-first strategy
Digital transformation is critical to
optimising the use of finite natural
resources and transitioning to a global
net-zero economy. With industry
responsible for more than 40% of global
emissions, AVEVA is at the forefront of
leading this advance, with our digital
solutions assisting our customers in their
sustainability commitments. We reflect this
in the technology handprint pillar of our
ESG approach, and we are currently
working towards developing baseline
metrics for customer saved and avoided
emissions to better track our performance
over time.
Our investments in cloud, industrial AI,
sustainability, integration scenarios and
other innovations support our market
growth. Priority areas for innovation include:
• Investing in AVEVA Connect, our
industrial cloud platform, for it to
become the de facto platform for
managing, sharing and visualising
industrial data as well as providing new
opportunities for the broader ecosystem,
for example application services;
• Pursuing additional opportunities for
innovative sustainability-related
solutions, such as monitoring and
mitigating greenhouse gas emissions
amd increasing circularity;
• Extending our data-led innovations to
help customers transform how they
work and collaborate. Both our
engineering and operations software
generate and rely upon a rich layer of
industrial data. We collect and
contextualise this information, enriching
it with AVEVA’s purpose-built industrial
AI and analytics to create new insights
and decision support tools such as
digital twins;
• Building powerful visualisation tools that
tap into extended reality technologies.
These make it easier for teams to
understand and act on insights, and to
pass these insights on to new
employees and teams;
• Protecting our intellectual property and
securing future revenue streams through
patents. We added 23 patents in FY22,
bringing our total to 259; and
• Improving diversity within our teams,
adding breadth of perspective for
additional creativity and innovation,
which are linked to market share growth.
ESG in innovation
As we partner with customers to better
understand their challenges and the tools
they require to achieve their sustainability
ambitions, we will expand our offerings to
address these opportunities. We maximise
innovation when our teams mirror the
diversity of our communities. In line with our
inclusive culture philosophy, we have set
public goals around gender representation
and are establishing internal measures of
progress for other focus areas.
Pro forma revenue invested in R&D
13.3%
FY21: 13.1% (up 0.2%)
Cloud-first strategy
Innovation
AVEVA Connect
customers using
two or more
cloud solutions
+163%
FY22 vs. FY21
22
Integrated Annual Report 2022 | aveva.com
We are driving growth in annualised
recurring revenue (ARR) by diversifying in
multiple ways, targeting new industries
and winning new customers as well as
expansions within the installed base. We
also seek to win new customers through
expansion geographically and
inorganically. Our partner ecosystem and
the wide relevance of our recently acquired
PI System technology opens new doors
and creates additional cross-selling
opportunities. In the future new
opportunities will be available with
partners through our cloud platform.
Industries in focus are consumables
(including food and beverages,
pharmaceuticals and life sciences, and
consumer packaged goods) and
infrastructure (including transportation,
facilities and data centres, cities, water
and wastewater, power and renewable
energy). Serving customers in these areas
helps AVEVA grow and increase resilience.
Our investments in digital transformation
and sustainability innovation helps us
address more needs within industrial
businesses. Our primary buyers are still
engineering and operations leaders, but
our solutions are increasingly relevant to
transformation, technology and business
leaders as well.
We seek to further increase our
geographic coverage across the Americas,
APAC and EMEA regions through
additional direct sales, supporting
investments and the formation of
additional strategic partnerships. We also
continue to pursue bolt-on acquisitions,
early-stage investments, strategic
partnerships and transformative deals.
ESG in growth and diversification
As we help more customers and industries
achieve greater efficiency, we expand
innovation by cutting the cost of curiosity
and removing barriers to collaboration. We
are advancing the frontiers of the energy
system by adding capabilities to support
new markets such as the growing clean
hydrogen economy and carbon capture,
utilisation and storage (CCUS) businesses.
Green revenue*
73.3%
FY21: 49.4%
*
Internal AVEVA assessment based on the FTSE
Russell Green Revenues Classification System 2.0;
FTSE Russell’s assessment of AVEVA’s green
revenue for FY21 complete but FY22 not started.
Growth and
diversification
We continue to evolve our commercial
business model to a subscription and
cloud-based industrial SaaS model. This
supports growth in ARR and net revenue
retention (NRR).
The subscription model brings commercial
and technical flexibility for customers,
giving them easy access to our entire
portfolio via a single subscription
mechanism, AVEVA Flex, that scales
with use.
As a result, our customers and partners
can realise additional value by gaining
easy access to more of our portfolio
through AVEVA Connect, our industrial
cloud platform. This transition increases
opportunities to monetise our portfolio
investments, enhancing our growth and
profitability over the long term.
Our transition to a cloud model provides a
significantly enhanced customer
experience. It also presents new and
unique opportunities to increase our
partnership ecosystem, opening up new
ways to meet customer needs.
ESG in business model transition
Increasing cloud product offerings reduces
our Scope 3 Use of Sold Product emissions.
These downstream emissions, created
from energy consumed by our customers
as they use our software, represent the
largest share of our overall carbon
footprint. By partnering with low-carbon
cloud providers, we are advancing our
own net-zero commitment while also
helping industry customers
to decarbonise.
Growth in annualised
recurring revenue (ARR)
10.2%
FY22 £768.7m vs. FY21 £697.8m
SaaS as a percentage of revenue
2.3%
FY21: 2.9% (down 60bps)
Business model
transition
In order to position the business for future
growth and to realise the synergies
available from our recent acquisition, we
aim to improve several functional areas of
our business. Areas of focus include:
• Improving cash generation through the
business model transition to SaaS, cost
efficiencies and cash management;
• Service and support transformation,
including cloud enablement, to drive
increased margin and customer
satisfaction;
• Investing in our corporate sustainability
function to increase awareness and
centralise focus on mitigating our
operational footprint;
• Portfolio rationalisation and
divestments to shape investment
decisions and reduce costs; and
• Completion of the integration of our PI
Business and other process,
automation and system-level
improvements to increase efficiencies
and scale to accommodate our
projected growth.
ESG in operational excellence
We are committed to operating our
business as a responsible corporate
citizen, exemplifying environmental
stewardship and ethics across our
value chain. We track our progress in
decarbonisation and employee confidence
in reporting unethical behaviour.
In parallel, we are working toward
developing policies that will strengthen
our ESG standards for suppliers and
promote circularity in relation to e-waste.
Cost synergy
£10.8m
(FY21: nil)
Revenue synergy
£7.4m
(FY21: nil)
Operational excellence
23
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Tracking our targets
KEY PERFORMANCE INDICATORS
Our KPIs measure performance against our strategy and highlight
progress towards longer-term goals.
Financial measures
Our financial KPIs are centred around growing our revenues and improving our revenue mix, improving earnings
growth, and generating sustainable cash flows. For further commentary see the Finance Review on pages 50 to 53.
Our KPIs have evolved to reflect AVEVA’s strategic focus on growing ARR, SaaS revenue and cash flow.
KPIs are prepared on a non-GAAP basis. See the Non-GAAP measures section on pages 203 to 214 for the definition, purpose and reconciliation to the nearest GAAP measure.
1.
Annual contract value. The average annual revenue generated from a sales contract.
2.
Pro forma results are the combined results of AVEVA and OSIsoft, excluding the impact of the revenue haircut. Pro forma results are not available before FY20.
3.
Adjusted results exclude normalised and exceptional items.
4.
Organic constant currency results are presented under FY21 foreign exchange rates and adjusted for M&A activity.
5.
Free cash flow before tax as a percentage of adjusted profit before tax. The definition of cash conversion has changed from previous years.
ARR
£768.7m
Up 10.2%
Why it is important to us
ARR is an indicator of revenue that can be
expected to repeat, and is important in
tracking the progress of our transition to a
subscription business model.
What has happened during FY22
ARR growth was due to growth in
subscription revenue within the heritage
AVEVA business.
FY26 target
Yes
Link to remuneration
ARR growth will form part of the FY23
LTIP award and FY23 bonus scheme.
AVEVA (excluding OSIsoft) ARR was a
target under the FY22 bonus scheme.
£768.7m
£697.8m
FY22
FY21
How it aligns to strategic pillars
Business model
transition
SaaS ACV1
£33.7m
Up 89.3%
We are transitioning to a subscription-
based business model. SaaS is an
important component and measures the
progress of this transition.
SaaS ACV grew 89.3% due to
increased demand from customers
for SaaS solutions.
Yes
SaaS ACV growth will form part of the
FY23 bonus scheme
£33.7m
£17.8m
FY22
FY21
Cloud-first strategy
Business model
transition
Pro forma2 revenue
£1,235.6m
Up 3.3%
Revenue is a measure of our business
growth over time. Subscription and SaaS
transition can impact revenue growth in
the short term, but are expected to
increase long-term growth.
Pro forma revenue increased due to
growth of sales in PI System products,
offset by FX headwinds.
On an organic constant currency basis,
pro forma revenue growth was 7.1%.
Yes
Pro forma revenue growth is a
performance metric for LTIPs granted
between FY20 and FY22.
Pro forma revenue was a personal KPI
for our Executive Directors (EDs) in FY22.
£1,235.6m
£1,196.1m
£1,213.2m
FY22
FY21
FY20
Growth and
diversification
24
Integrated Annual Report 2022 | aveva.com
Link to strategic pillars
Cloud-first strategy
Innovation
Business model transition
Growth and diversification
Operational excellence
Cash conversion5
FY22: 62.5%
Up 25.7
percentage points
Cash conversion tracks whether
profitability is effectively being converted
into cash for organic investment, M&A or
returns to shareholders.
Cash conversion improved due to
the inclusion of a full 12 months of
OSIsoft results.
Yes
Cash conversion will form part of the
strategic KPIs within the FY23 bonus
scheme for the EDs.
62.5%
36.8%
56.5%
FY22
FY21
FY20
Operational
excellence
Yes
Pro forma1 organic constant
currency4 adjusted3 EBIT
£379.4m
Up 7.7%
Pro forma adjusted EBIT is a measure of
our profitability.
Pro forma organic constant currency
adjusted EBIT grew 7.7% due to growth in
revenue being offset by higher costs.
Pro forma organic constant currency
adjusted EBIT was a performance
measure under the FY22 bonus scheme.
The payout for EDs under strategic KPIs
under the bonus scheme may be restricted
if EBIT targets are not met.
£379.4m
£352.2m
FY22
FY21
Growth and
diversification
Adjusted3 diluted EPS
99.6p
Up 22.5%
Adjusted diluted EPS is a measure of
earnings growth, and is important as the
Group aims to maintain a progressive
dividend policy.
Adjusted diluted EPS grew due to the
inclusion of a full 12 months of the OSIsoft
business in FY22.
Pro forma adjusted diluted EPS
declined 5.5%.
No
Adjusted diluted EPS is a component
within the Group’s LTIP schemes
99.6p
81.3p
86.8p
FY22
FY21
FY20
Growth and
diversification
25
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
KEY PERFORMANCE INDICATORS CONTINUED
Non-financial measures
Our non-financial KPIs track progress against our 2030 ESG Goals, reflecting our commitment to advancing women in
our workforce, mitigating our environmental impact and exemplifying good governance practices. For further
information on our ESG programme, please see pages 30-41.
New hires that are women
35.8%
Up 3.4 pp
Management positions
held by women
25.4%
Up 1.4 pp
Leadership positions
held by women1
20.7%
Up 1.6 pp
Why it is important to us
We are committed to encouraging and supporting women in all areas of our business.
We aim to increase the proportion of women in leadership, management and overall workforce every year
as part of our 50/40/30 target.
What has happened during FY22
We are continuing to implement our 5-year DEI Strategic Plan. 27.7% of our employees are women as of 31 March 2022.
This is up from 26.5% in FY21.
1.
Director level and above.
2.
Heritage AVEVA only.
35.8%
32.4%
FY22
FY21
25.4%
24.0%
FY22
FY21
20.7%
19.1%²
FY22
FY21
How it aligns to strategic pillars
Innovation
Link to remuneration
Improving gender diversity was a personal objective for the CEO and the whole Executive Leadership Team in FY22.
26
Integrated Annual Report 2022 | aveva.com
Scope 1&2 emissions
(tonnes CO2e)
1,091
Down 89%
From FY20 baseline
Scope 3 emissions
(tonnes CO2e)
379,550
Up 1.3%
From FY20 baseline
Trust indicator
Employee level of confidence in
reporting unethical conduct as
measured in our Workday
Peakon survey
8.4/10
New metric
Why it is important to us
We have committed to leading by example on climate action. We have set a goal to
achieve net-zero emissions across our operations (Scope 1 and 2) by FY30 and across
our value chain (Scope 1, 2 and 3) no later than FY50.
Why it is important to us
Acting ethically, transparently and
responsibly is an expectation for
everyone at AVEVA. We have
committed to increasing employee
confidence in reporting unethical
behaviour to the top quartile for our
industry by FY25.
What has happened during FY22
We reduced our Scope 1 and 2 emissions by approximately 89% compared to our FY20
baseline. We are accelerating work to reduce our scope 3 emissions, which increased by
1.3% from our FY20 baseline this fiscal year. This increase was driven primarily by our
product sales growth but a return to business travel and employee commuting also
contributed.
What has happened during FY22
We added a question on Trust to our
quarterly employee engagement
surveys to measure employee
confidence in this metric.
1,091
7,453
10,247
FY22
FY21
FY20
379,550
361,024
374,526
FY22
FY21
FY20
Link to strategic pillars
Cloud-first strategy
Innovation
Business model transition
Growth and diversification
Operational excellence
How it aligns to strategic pillars
Business model transition
How it aligns to strategic pillars
Operational excellence
Link to remuneration
Reducing Scope 1&2 emissions was a personal objective for the CEO and the whole
Executive Leadership Team in FY22.
Link to remuneration
N/A
27
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
University takes a data-centric
approach to net zero
University of California at Davis saves
over $150,000 annually
CUSTOMER SUCCESS
28
Integrated Annual Report 2022 | aveva.com
Advancing the University of
California’s pledge to become carbon
neutral by 2025 draws on the
ingenuity of talented engineers and
operators, working with advanced
data tools like AVEVA PI System and
AVEVA System Platform
UC Davis, the university’s largest physical campus
with over 1,000 buildings, started using data to
optimise its chilled water system. Using AVEVA’s PI
System, engineers dispatched water chillers more
effectively, at times when electricity was cheaper on
the market. This sustainability measure alone
generates annual savings of $150,000.
A second initiative focused on HVAC scheduling.
Using building occupancy data combined with custom
analytics and notifications, all built on PI System, the
facilities team can make scheduling heating and
cooling more efficient and identify scheduling errors.
A third initiative, named “The Big Shift,” is an ongoing
project to improve efficiency throughout the
university’s heating system. By running different
scenarios, campus engineers determined that
switching to a low-temperature hot water system
would save the campus money and emissions in the
long run. Electricity use will rise, but energy
consumption can be offset with renewable energy
sources that maintain carbon neutrality. After the
switch, the campus expects a 62% reduction in
annual gas usage.
We have scripts that look at the
schedule and change our control
system to turn off when we don’t
expect anyone there.”
David Trombly, UC Davis Engineering Supervisor
“
29
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Our handprint, footprint and culture
ESG
We are pursuing a sustainable future
through everything we do, empowering
more efficient use of resources through
our software and embedding
sustainable, responsible practices in all
aspects of our business. Our ESG
framework reflects how we think about
sustainability and execute our strategy.
Our approach prioritises those issues
which are most material, as identified as
part of a rigorous materiality
assessment. We approach materiality
through two lenses: what is important to
our people and business, and what is
important to our other key stakeholders.
For more information about our materiality assessment
process, see our Sustainability Progress Report
(aveva.com/spr22/)
Less material
Public policy & advocacy
Responsible tax
Relationships with
law enforcement
Labour & human rights
Climate risk & resilience
Business ethics
Security & privacy
GHG footprint
Sustainability
solutions
Diversity, equity & inclusion
Wellbeing
Responsible technology
design & use
Employee giveback
Foundational
Importance to business
Importance to stakeholders
Strategic
Paramount
Workforce development
Employee health & safety
Low
High
Low
High
Materiality matrix
Key:
Governance Social Environmental Products & services
Future of work
& automation
Board compensation,
independence & diversity
Responsible sourcing
Circularity &
resource efficiency
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Integrated Annual Report 2022 | aveva.com
AVEVA’s ESG framework and goals at a glance
We spark industrial ingenuity by connecting people with trusted information
and insights to drive responsible use of the world’s resources
PURPOSE, MISSION, VISION
• Sustainability solutions
• Responsible technology design and use
• Security and privacy
• Future of work and automation
• Relationships with law enforcement
• Public policy and advocacy
Measurably contribute to inclusive
and sustainable industrialisation
and innovation
1. Develop customer saved and avoided
CO2 emissions baseline and target
2. Develop and deploy green product
design principles
3. Develop and launch a sustainability
innovation programme
4. Remain in the top 25% of security
benchmarks
5. Train all employees annually on
cybersecurity
2025 GOALS
2030 GOALS
MATERIAL ISSUES
6. Reduce GHG emissions across operations
(Scopes 1 & 2) by at least 90%*
7. Reduce GHG emissions associated with
business travel (Scope 3) by at least 20%*
8. Deploy an e-waste programme based
on a circular economy model
9. Deploy updated ESG supplier policies and
screening processes
10. Increase employee confidence in reporting
unethical behaviour to top 25% for industry
2025 GOALS
• Climate risk and resilience
• GHG footprint (Scope 1,2 & 3)
• Business ethics
• Circularity and resource effi ciency
• Labour and human rights
• Responsible tax
• Responsible sourcing
Achieve net zero operations + 50%
reduction on value chain emissions*
2030 GOALS
MATERIAL ISSUES
• Diversity, equity and inclusion
• Workforce development
• Wellbeing
• Employee giveback
• Employee health and safety
• Board compensation, independence
and diversity
Achieve 50/40/30 on gender
representation and pay parity
2030 GOALS
MATERIAL ISSUES
11. Demonstrate progress on 50/40/30
gender representation and pay
parity targets
12. Year-over-year improvement
in employee engagement score
13. Double early career opportunities
14. Ensure all employees
have an annual talent review
15. Ensure an average of 12 hours
of annual learning per employee
2025 GOALS
OPERATIONAL
FOOTPRINT
Exemplifying ethical
business practices
and environmental
stewardship across
our value chain
Inspiring our customers
to transform the
environmental and
social impacts of their
business through
our trusted and
secure software
TECHNOLOGY
HANDPRINT
INCLUSIVE
CULTURE
Enabling a culture
of inclusion, wellbeing
and opportunity
for our people
and communities
*Climate goals set against 2020 baseline year
Our three-pillar ESG framework reflects the areas where AVEVA
sees the greatest potential for impact through the software we
create, the operating model we practise and the partnerships and
communities we build. It guides our actions and provides the
foundation for our near- and long-term goal setting.
We aligned material issues to these pillars based on opportunities we
saw to leverage positive synergies and promote collaboration across
environmental, social and governance themes. Our 2025 and 2030
goals focus primarily on issues identified as paramount or strategic
during our materiality exercise, but we will continue to disclose
information on our management approach for all material issues.
Further details on our 2025 and 2030 goals are available in
our Sustainability Progress Report. (aveva.com/spr22/)
We have identified three UN Sustainable Development Goals
(SDGs) which align with the three pillars in our ESG framework.
We consider these our priority SDGs and have set measurable
goals around them. We will continue to speak to our broader
contributions to the SDGs through case studies, including examples
of how our customers’ use of our industrial software supports
progress on the Global Goals.
For more details and examples of our SDG alignment,
see our Sustainability Progress Report. (aveva.com/spr22/)
31
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
ESG CONTINUED
TECHNOLOGY
HANDPRINT
Technology handprint
Our software spans engineering and
operations solutions, helping our customers
optimise their entire value chain while
contributing to the conservation of natural
resources and supporting circularity.”
Lisa Johnston, Chief Marketing Officer and
Chief Sustainability Officer
What gets modelled gets improved
Integrating greenhouse gas (GHG) modelling into our products is
an example of AVEVA’s sustainability investments. This enables
design, analyses and optimisation of industrial processes for
sustainability as well as profitability. Since
many future plants will be powered by a mix of renewable
energy and clean hydrogen, we included libraries that support
the modelling of power generation networks that include wind
turbines, solar panels, batteries, electrical distribution and
hydrogen electrolysis.
AVEVA Unified Supply Chain supports sustainability analysis
across the entire oil & gas and petrochemicals value chain.
The solution helps organisations make investment and
operational planning decisions based on different carbon
pricing and carbon cap scenarios.
One of the world’s largest energy companies has successfully
piloted these capabilities in planning its net-zero roadmap.
These new carbon-aware planning capabilities give teams the
insight they need to make investment, divestment, purchasing
and selling decisions. At the same time, these tools also
support adjustment of refinery planning and operations
to reduce emissions, while maintaining commercial optimisation
and safety.
Transforming industries through our
technology handprint
Our technology handprint is the positive sustainability impact
achievable by customers using our secure software products.
AVEVA’s industrial software helps customers drive responsible use
of the world’s resources by reducing carbon, promoting circularity,
enabling safe food and water and cutting waste.
Increasingly, our products are used to meet the world’s most
pressing challenges associated with sustainability and energy
transition. We are accelerating our sustainability-related R&D and
launching a sustainability centre of excellence to help meet
growing demand. Our customers trust us with their proprietary
information, and we maintain this trust by prioritising the security
and privacy of this data.
In FY22, we enhanced our AVEVA Process
Simulation product to enable calculation
of GHG emission and sustainability metrics
for industrial processes.
“
32
Integrated Annual Report 2022 | aveva.com
With refineries contributing six percent
of global industrial greenhouse gas
emissions, this innovation can significantly
impact the achievement of a net-zero
carbon energy system.
These product enhancements are also an example of AVEVA’s
innovative sustainability culture. They originated as winning
concepts in our sustainability-themed hackathons, graduating
from prototypes to product features.
Partnering for change
In addition to co-innovating with our customers on sustainability,
we are also investing in building new capabilities through
technology partnerships with global sustainability leaders from
Microsoft and Schneider Electric to emerging green start-ups.
AVEVA Insight offers our customers a proven solution for
combining industrial data with our AI and analytics capabilities for
better business decisions. To enhance this capability in the
renewable energy sector, we recently signed a technology
partnership with Helios IoT Systems. This collaboration extended
our offer with performance calculations specific to solar assets. It
will allow us to provide our customers with increased visibility of
predictions, KPI and performance of their solar assets. We expect
this to result in quicker detection of inefficiencies and expedited
troubleshooting.
Our partnerships extend to academia, where we work with
universities around the world to shape a more sustainable future.
We collaborate with more than
750 academic institutions to provide
our software at no cost.
These partnerships advance the training of students each year with
technology skills to further sustainable industries. These partnerships
are important, with many of these universities acting as innovation
incubators. This year, through Go Green, our global student
competition in partnership with Schneider Electric, AVEVA
sponsored the category of ‘Decoding the Future,’ calling for students
around the world to reimagine future technology approaches to
design, engineering and intelligent operation of critical assets and
infrastructure. We’ve seen more than 21,000 students participating
in the competition. We also collaborate with BP and the University of
Cambridge to fund doctoral studentships. These partnerships
facilitate training of the next generation of infrastructure experts,
accelerating development of digital twins, capturing pre-Front-End
Engineering Design (FEED) options using AI, and the inclusion of
sustainability practices at the point of design.
Security and data privacy at the core
Security and data privacy are core to our organisational culture. We
are committed to upholding the highest standard of cyber protection,
using components that meet recognised standards and include
encryption by default. By design, we seek to address cyber security
in all relevant processes, including our software products and
day-to-day corporate business activities. We closely monitor security
training data to support achieving 100% employee training on data
security and privacy compliance. This includes training on our group
data protection policy for all our relevant business lines and
subsidiaries which stipulates processes for the access, rectification
and deletion of individuals’ data. All our employees are required to
complete annual training on key data protection principles.
As a software company that serves an increasingly connected and
complex industrial world, we treat security and privacy with the
highest level of oversight and strive to ensure alignment with the
highest standards. Our Group General Counsel and Company
Secretary holds global responsibility for data privacy compliance
and reports to the Audit Committee on a routine basis.
This includes key third-party privacy notices, like our privacy policy,
customer privacy policy and cookie policy. We incurred no
monetary losses as a result of legal proceedings related to user
privacy in FY22.
We use the US National Institute of Standards and Technology
(NIST) Cybersecurity Framework to shape our risk-based approach
to security, and we have achieved ISO 27001 for our R&D
organisation. Our R&D organisation also undergoes an annual SOC
2 Type II audit by an external, independent assessor to certify the
operational effectiveness of our data security internal controls and
systems. Other key certifications include ISASecure SDLA, ISO
9001, and ANSSI CSPN First Level Security Certification. External
raters place us in the top quartile of our industry for cyber security
performance, and we report all notifiable data security incidents to
relevant authorities.
We take a lifecycle approach to product security, which helps us to
mitigate risks related to performance issues, service disruptions
and total customer downtime. In FY22, we successfully supported
over 2,000 cloud deployments and achieved 99.97% uptime across
our cloud offerings. Steps taken to increase security to support
remote work during the Covid-19 pandemic are now permanent,
complementing longstanding network security, disaster recovery
and systems measures at AVEVA that support business continuity.
We occasionally, although rarely, receive information requests from
law enforcement authorities in the jurisdictions in which we do
business. We respond to lawful requests from such authorities in
compliance with applicable legislation.
33
aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Driving sustainability in our own operations
We proactively manage our operational footprint to achieve
our ambitions for environmental stewardship and ethical
business practices.
Sustainability leadership begins with looking at our own
operations, understanding our impact across our value chain and
driving positive change. Beyond our climate and business ethics
programmes, management priorities for our operational footprint
include our sustainable sourcing initiatives, responsible tax
strategies and efforts to respect and promote human rights within
our sphere of influence.
Measuring and managing our own climate impacts
Driving responsible use of the world’s resources starts with leading
by example, including measuring and mitigating our own
environmental footprint. We recognise the urgent need to take
action to address the climate crisis and have set targets aligned to
limiting global warming to 1.5 degrees Celsius above pre-industrial
levels, in line with the Science Based Targets initiative (SBTi). We
submitted our near-term and net-zero targets to the SBTi for
validation in October 2021 and are awaiting confirmation.
We are reporting on our governance, strategy and risk
management structures and processes related to climate change
using the Task Force on Climate-Related Financial Disclosures
(TCFD) framework on pages 63-69. In 2021, we also started to
report our data and management information related to climate
change to CDP, formerly known as the Carbon Disclosure Project.
OPERATIONAL
FOOTPRINT
Operational footprint
Recent refinements to our GHG inventory
To demonstrate progress against our climate commitments and to
foster trust through transparency, we have continued to refine our
data collection approach and systems as our company grows and
our sustainability programme matures. During the fiscal year, we
stepped up our climate management and reporting, automating
the data collection process, using carbon accounting software to
help substantiate our data and conducting additional data reviews
with third-party decarbonisation consultants. While data published
in this report has not been independently verified, we are preparing
for third-party assurance of our operational emissions data (Scope
1 and 2) in FY23.
When calculating and reporting our emissions data, we have
aligned our methodology to the World Resource Institute’s GHG
Protocol Corporate Accounting and Reporting Standard (GHG
Protocol). For the emissions data reported in this section, we used
an operational control approach to define our organisational
boundary. GHG data relating to OSIsoft, acquired by AVEVA in
March 2021, is now fully integrated into our inventory.
For Scope 2 emissions for purchased electricity, we have moved to
dual reporting this fiscal year, using both a location-based and
market-based approach. Based on a materiality assessment
conducted with third-party support, we have expanded our Scope
3 reporting to go beyond emissions from business travel. Other
value chain emissions included as part of our Scope 3 FY22
inventory come from employee commuting, purchased goods and
services, capital goods, use of sold products, waste, and fuel- and
energy-related activities.
ESG CONTINUED
Our San Leandro, California building is LEED Gold rated.
34
Integrated Annual Report 2022 | aveva.com
The calculations for our upstream value chain emissions are all
based on standard methodologies compliant with the GHG
Protocol. For our downstream emissions, we developed a custom
model to estimate the energy used by our customers to run AVEVA
software. The model was refined based on feedback from
third-party experts on decarbonisation and GHG accounting. We
are in the process of conducting energy consumption bench testing
across our higher intensity software applications to further improve
its accuracy. Due to refinements in our processes, we are restating
our FY21 emissions data in disclosure for FY22 to allow for a more
accurate comparison of our abatement progress.
Progress against net-zero operations commitment
We reduced Scope 1 & 2 emissions by
approximately 89% in FY22 compared to our
FY20 baseline.
Our Scope 1 emissions declined by 41% and Scope 2 (market-
based) emissions by 97% compared to FY21. These reductions
were primarily driven by three mitigation activities:
• Rationalisation of our real estate portfolio and consolidation of
office space following our recent acquisition of OSIsoft;
• Sourcing 100% renewable energy for our offices globally
through a combination of renewable energy credits and
participation in green tariff programmes offered by local utilities;
and
• Improving emissions tracking for AVEVA’s corporate car fleet,
reducing the fleet size and migrating to electric vehicles.
Our GHG intensity measurement has fallen primarily because our
revenue increased by 44% and our combined Scope 1 and 2
emissions (location-based) decreased by 16%.
Our Scope 3 emissions increased by 5% during the year compared
to FY21. This was driven mainly by our product sales growth,
which increased our use of sold products emissions. Post-Covid-19
re-opening activities, such as business travel and return to work
also contributed to this increase. As a result, overall Scope 3
emissions increased by 1.3% from our FY20 baseline.
We remain committed to accelerating our cloud transition and to
developing and deploying green software principles to address our
use of sold product emissions. We are also actively working to
engage our top suppliers on emissions measurement and
reduction, as well as developing policies to support more
sustainable business travel and reduce employee commuting.
To learn more about our progress on climate mitigation,
including our Scope 3 reduction glide path, please see our
Climate Fact Sheet. (aveva.com/climate22/)
Emissions (tonnes CO2-e)
FY22
FY21 (restated)1
Global
UK
Other
Global
UK
Other
Scope 1
931
119
812
1,588
138
1,450
Natural gas
841
119
722
1,268
138
1,130
Fleet
90
–
90
321
–
321
Scope 2 (location-based)
5,040
325
4,715
5,537
359
5,178
District heating
79
–
79
95
–
95
Electricity
4,961
325
4,635
5,442
359
5,083
Scope 2 (market-based)
160
–
160
5,865
152
5,713
Electricity
81
(0)
81
5,770
152
5,618
Energy consumption (Mwh)
19,602
2,183
17,419
22,952
2,326
20,626
Direct energy use (Scope 1)
4,591
651
3,940
6,906
751
6,155
Indirect energy use (Scope 2)
15,011
1,532
13,479
16,046
1,575
14,471
Proportion of indirect energy (Scope 2) from renewables (%)
~100%2
100%
~100%2
7%
69%
0%
Emissions intensity (Scope 1 and 2 location-based emissions/
total revenue)
5.04
10.10
4.84
8.69
12.46
8.49
1.
FY21 emissions have been restated due to refinements in our processes. See page 34 for details.
2.
In FY22, we procured 100% renewable electricity in all global markets as per RE100 criteria, though for certain select locations due to market and geo-political conditions we have
claimed exemption for excluded loads up to <500 Mwh/yr as per the RE100 materiality threshold. While AVEVA is not a RE100 member, we have aligned our RE procurement to
RE100 standards in recognition of industry best practice.
Emissions (tonnes CO2-e)
FY22
FY21
Scope 3 emissions
379,550 361,024
Use of sold products
339,127 326,064
Purchased good and services
23,984
27,156
Business travel
9,403
1,198
Employee commute
1,516
85
Capital goods
3,179
4,872
Fuel- and energy-related activities
2,203
1,519
Waste
138
130
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aveva.com | Integrated Annual Report 2022
GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
ESG CONTINUED
OPERATIONAL FOOTPRINT CONTINUED
Empowering our workforce to put integrity first
The Board of Directors, via the Audit Committee, has overall
responsibility for oversight of business ethics and preventing
corruption. Prioritising integrity is, however, the responsibility of all
our people, as outlined in our Business Conduct Guidelines. Ethics
training is mandatory for all employees and covers topics including
anti-corruption and anti-bribery, whistleblowing, insider trading
and modern slavery. Approximately 89% of our colleagues have
completed our new corporate ethics training course launched in
August 2021.
The Board receives an annual update from the Group General
Counsel and Company Secretary on the status of compliance
training and any changes to our business ethics and
corruption policy.
Driving behaviour through clear policies and
procedures
We have a robust anti-bribery and corruption policy, which is
reviewed annually and details measures AVEVA takes to ensure
compliance with applicable anti-corruption laws. In addition, our
due diligence on new business partners assesses bribery and
corruption risk. All new employees are required to complete training
on the policy within one month of joining our company.
In conjunction with our anti-bribery and corruption policy, we also
require employees to read and comply with our corporate gifts and
hospitality policy. Compliance in our supply chain is also important
to us, and we undertake a screening process for all our suppliers.
We also require our partners to comply with all applicable laws
relating to bribery and corruption including, but not limited to, the
U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010.
Additionally, we have an internal policy that provides clear and
consistent rules relating to anti-competitive behaviour, and we are
currently in the process of drafting a corporate policy regarding
financial crime, to include explicit prevention measures related to
money laundering. While our risk is relatively low, we are currently
updating our risk assessment and processes. During the fiscal year,
there were no monetary losses as a result of legal proceedings
associated with antitrust and competition laws.
Our Speak Up reporting mechanism provides colleagues,
contractors and third parties with a way to raise concerns in
confidence, without fear of reprisal. The Audit Committee provides
independent oversight of the Speak Up programme. To ensure our
employees have confidence in our reporting mechanisms, we
survey them to assess their comfort with reporting unethical
behaviours. In our first quarterly employee engagement survey in
Februrary 2022, the average score given for this was 8.4 out of 10.
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Integrated Annual Report 2022 | aveva.com
Our approach to human rights
As a company, we recognise that our technology can have
far-reaching impacts, including on the fundamental rights of others.
We therefore have a responsibility to respect and contribute
positively to furthering human rights through our products and
operations. We have an anti-slavery and human trafficking policy,
which outlines our zero-tolerance stance toward modern slavery at
AVEVA and in our supply chain. Our dignity at work policy outlines
our commitment to foster a work environment free from
harassment, discrimination and bullying. We intend to build on
these key policies by developing an enterprise-wide human rights
policy in the coming year.
Contributing positively to society through a
responsible tax strategy
One of the ways we can show we are responsible contributors to
society is to be transparent about what we do. In particular, the
taxes we pay contribute to our wider economic and social impact,
and our approach to taxation reflects our high governance
standards.
We comply with and follow the spirit of tax laws in all countries in
which we operate. Beyond tax compliance, we are committed to
tax fairness, and align tax payments with revenue-generating
activity to ensure correct tax payment. Where relevant, AVEVA
seeks available tax incentives, relief or exemptions in line with, and
in the spirit of, existing tax legislation. We avoid low-tax
jurisdictions, or so-called tax havens. Any AVEVA activity in low- or
no-tax jurisdictions is for commercial or otherwise essential
purposes.
For more information about our approach to our tax
responsibilities, see the AVEVA Group plc Tax Strategy
(investors.aveva.com/media/0gmpituo/aveva-tax-strategy-
fy22.pdf)
Ethical considerations are at the centre of
everything we do at AVEVA. Beyond
ensuring our employees receive training to
help them meet this expectation, we aspire
to support them in recognising their
behaviours can drive positive change across
our value chain.”
Helen Lamprell, General Counsel & Company Secretary
“
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
INCLUSIVE
CULTURE
Inclusive culture
Living up to our values through an inclusive culture
As a company, we are passionate about embracing and advancing
a diverse, equitable and inclusive culture, making AVEVA a great
place to work. Our people create the innovation and growth that
drives our business forward and we are committed to their
development. We also take a holistic approach to employee
wellbeing, with a focus on mental health as well as physical health
and safety.
Empowering our people to help set our values
Just five years ago, AVEVA had 1,700 employees. By the end
of the fiscal year, circa 6,500 people were working for our
company, with many joining as part of recent mergers and
acquisitions. Growing a global organisation this quickly—uniting
diverse groups while respecting and celebrating individual
differences—requires great care.
To successfully integrate people across the business, we prioritised
alignment on values. All our people were invited to participate in
discussing and re-articulating the values and culture that help
ensure we achieve our vision, mission and purpose. While our
fundamental purpose has remained unchanged since AVEVA was
founded over 50 years ago, our vision has grown along with our
capabilities and scale.
Nearly half of our employees participated in focus groups or
feedback sessions during the year, providing input and ensuring
our values are widely shared and embraced.
Advancing wellbeing during times of change
Our values serve as a foundation for how we interact with
colleagues and partners, customers, and the communities where
we do business. The pandemic has changed how many of those
interactions happen and we have re-designed our ways of working
by listening to our employees. Dynamic work at AVEVA is a mix of
in-office and remote working options flexible enough to cater
for all needs.
We have created four work modes which reflect employee input
and our requirements for flexibility, business sense, work-life
balance and collaboration. The four work modes are:
Office-based Completely office-based with work from home
by exception
Conditional
choice
Regular days in the office aligned with
team needs
Fully flexible
Full control over where to work
Remote
No attachment to an AVEVA office, coming in
by exception
Most employees and managers have opted for the hybrid options,
between remote and office-based. These options have helped
balance needs for safety in the middle of a pandemic, natural
cravings for in-person collaboration and local conditions and
guidelines. Across AVEVA, there is broad support for hybrid
approaches, and we have maintained high productivity levels
during this transition.
While dynamic work aims to support wellbeing, the ongoing
pandemic continues to create additional mental and physical
Our aim is to create an environment where
everyone can be themselves at work and be
treated with respect. We know that when
our people feel included and have a sense of
belonging, they are happier, more engaged,
inspired, innovative and productive.”
Caoimhe Keogan, Chief People Officer
ESG CONTINUED
“
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Integrated Annual Report 2022 | aveva.com
pressures for many employees. In FY22, we set up a new global
network of regional wellbeing champions, building on efforts begun
at the onset of the pandemic. We also introduced new resources
for our employees, such as a mental health toolkit and a
mindfulness hub, as well as guides to help managers on topics
such as leading through change and preventing burnout. All of our
people are welcome to join live, monthly mindfulness sessions,
and we have begun rolling out mental health first aid training in
EMEA, with plans to expand to APAC and the Americas in the
coming year.
To celebrate Wellbeing Month in October, we hosted 40 events in
six languages. Topics included mental and physical health,
work-life balance, and general wellbeing. Senior leaders shared
personal experiences with mental and physical wellbeing,
acknowledging the unique challenges of the Covid-19 pandemic
and inviting colleagues to share their experiences and views.
Engagement survey results
Our employee engagement survey, Workday Peakon, provides
managers and leadership with the ability to hear how teams feel
and understand what employees want to see more of within the
organisation.
To ensure we can act even faster on employee feedback,
we transitioned from an annual survey to quarterly feedback
during the year. The shorter, more frequent surveys are faster to
complete and help managers respond quickly to issues identified
within teams. Most colleagues (77%) participated in our first
quarterly pulse survey in February 2022, reporting a slight overall
increase in engagement from an average score of 7.4 in October
2021 to 7.5.
To ensure we address feedback effectively, we provide training
for our managers to produce action plans for improvement for
their teams. We also continue to actively monitor and manage
voluntary employee turnover, which continues to be well below the
market average of 15%-18%.
Workforce development in focus
AVEVA people are critical to sparking innovation and achieving our
objectives. Investing in current and prospective talent attraction,
development and retention is therefore core to our strategy. We
enhanced our employee referral programme, deepened our
in-house talent acquisition expertise, grew our university
partnerships programme, reviewed compensation packages in
various territories, improved our talent review processes and
introduced new approaches to succession planning.
Growing our early careers talent pipeline
To support early career development, more than 200 of our people
were in earn and learn positions during the year. These include
internships, apprenticeships and graduate programmes. As we aim
to have double the people in earn and learn positions by the end of
FY25, we joined the 5% Club, a group that helps employers
increase the quality and range of earn and learn opportunities in
the UK. We plan to apply learnings from the UK to our early career
efforts globally.
Enabling on-demand learning
Curiosity is one of our core values and we see ourselves as a
learning organisation. To ensure our employees keep their skills up
to date, we work with academic institutions and other learning
providers to provide our colleagues with high-quality training.
As an example, in June 2021, we launched LinkedIn Learning, a
company-wide platform, available in six languages, to help our
employees access relevant online learning to support their
development plans. For our managers, the tool is helpful to map out
development plans with team members. Over 2,300 of our
employees are already learning on the platform, with more than
7,300 hours of learning completed.
Our people managers also continue to receive training to
develop leadership skills and build inclusive, high-performing
teams. In FY22, we developed 143 new managers through an
internal programme that involves collaboration, feedback and
peer coaching. Beyond our employee base, we have a contract
workforce that continues to support our business, often with
niche skills. In FY22, they represented approximately 10% of
AVEVA’s workforce.
Reviewing and developing our talent
We aim to have all of our people receive regular performance
and career development reviews. In addition, we are aiming to
conduct yearly talent reviews for all of our employees by 2025.
This process helps us assess competence levels, identifying
strengths and areas for improvement, and is particularly critical
for developing our high-potential employees. Identifying these
prospects as early as possible will help us implement structured
development and succession plans, and aid in the retention of our
top talent.
In our efforts to boost the strength and diversity of our talent
pipeline, we are piloting a new programme in FY23, Reach, to
support and grow top talent through an inclusive and personalised
approach. Reach promotes self-directed learning, a culture of open
feedback and stronger connections between and across teams.
These qualities reinforce our values and our embrace of self-
starters and forward-thinkers.
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
In December, we published a five-year DEI plan to guide us in
achieving our goals in each of our five focus areas.
For more information on our plans to achieve our goals,
see our DEI Fact Sheet (aveva.com/dei22/)
To help us assess how to improve our efforts to attract a diverse
candidate pool, we commissioned Deloitte to conduct a review of
our talent attraction practices in key countries including Australia,
India, China, Germany, the UK and the US. The review will support
us in identifying improvements in line with industry best practice.
Continuing to develop our targets and reporting
We are establishing internal measures of progress for all five of our
DEI focus areas. As a data-driven organisation, we set goals to
advance gender representation first as this was where we had the
most mature data. You can read more about our progress against
our Advancing Women in Technology pledge in our reporting on
our key non-financial targets. However, in FY22, we also made
significant progress collecting race and ethnicity data for our
people in the UK and US.
We also released our first combined Gender and Ethnicity Pay Gap
Report in 2021. AVEVA is one of only 14 companies in the FTSE
100 to report on the ethnicity pay gap, and we were honoured to
receive the Transparency Award from the Global Equality and
Diversity Awards1 for our approach to creating this report.
Read more about our progress on DEI, in our Sustainability
Progress Report (aveva.com/spr22/)
Being a part of the LGBTQ+ community,
I know what it feels like to not be able to
bring your whole, authentic self to work.
I’m proud to be part of AVEVA where we are
expanding spaces for all colleagues to be
able to share their uniqueness and
eccentricities each and every day. While
there is still work ahead, we’re in this
together, and together is how we create
change and create lasting impact.”
Austin Keith, Development Project Manager and
PRIDE@AVEVA Lead
ESG CONTINUED
Gender
Race and
ethnicity
Religion
faith or belief
Disability
Sexual
orientation
Our DEI focus areas
Diversity, equity and inclusion
As a company built on innovation, information and insight, we
know that diversity in our workplace directly correlates with
diversity in ideas. Diversity is therefore a source of competitive
advantage. Our approach to diversity, equity and inclusion (DEI)
focuses on five areas: gender; race and ethnicity; religion, faith and
belief; disability or sexual orientation. To foster inclusion, we are
developing the capability of our leaders, measuring our impact,
improving diversity demographics and improving internal and
external communications.
Inclusive culture continued
1.
The Equality & Diversity Hub, Transparency Award winner October 2021.
“
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Our people as agents of change
We empower colleagues around the world through a DEI Annual
Impact Fund which we launched during FY22 to support a range of
local activities. In APAC, for example, funds were used to deliver
DEI training and coaching to people managers and network
managers, with the aim of tackling bias and supporting inclusive
leadership.
Employee gender diversity
Employees
Women
1,792
27.7%
Men
4,680
72.3%
Women
288
25.4%
Men
844
74.6%
Women
31
27.9%
Men
80
72.1%
Women
4
40%
Men
6
60%
Managers1
Executive leadership and
direct reports2
Board of directors3
1.
Defined as anyone who has
direct reports.
2.
This is equivalent to senior
managers and their direct reports as
required by the FRC and UK
Corporate Governance Code. Note:
this is different to how we define
women in leadership for our 2030
goal, which is the grade of director
and above.
3.
As at 31 March 2022.
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Delivering value to all
STAKEHOLDER ENGAGEMENT
Regular engagement with our stakeholders helps us understand their needs,
learn from their ideas and increase the value we deliver to all.
Investors
Why we engage
To achieve fair value and appropriate ownership of our shares , we seek to enable a full understanding
of our business and our strategy.
How we engage
AVEVA’s investor relations team manages the
relationship with institutional shareholders and
analysts. We are available to speak with investors
and analysts on every working day of the year. The
CEO, CFO, Chief Strategy and Transformation
Officer and members of the operational
management team also regularly engage with
investors.
We also communicate with our shareholders
through roadshows, attendance at conferences,
(which over the past year has been virtual due to
the pandemic), and channels such as our website,
Annual Report and AGM.
These interactions help us promote understanding
of AVEVA’s market position, strategy and progress
in the financial markets. They also allow us to
benefit from investors’ feedback and understand
their expectations for AVEVA’s performance.
To better understand internal and external
stakeholder perspectives on our ESG priorities, our
FY22 materiality assessment included interviews
with investors.
We published our first Sustainability Report in
October 2021 and are planning our first
ESG-focused investor roadshow.
AVEVA’s Non-Executive Directors also engage with
investors. During the year the Chairman and the
Chair of the Remuneration Committee also spoke
with key shareholders.
We held a virtual Capital Markets Day in July last
year to give an update to the market and our
investors on AVEVA’s targets for the next five years.
This was well attended by both existing and
prospective investors, as well as equity analysts.
The event attracted 97 firms and 155 people
connecting on the day, and a further 1,823 video
replay views after the event.
We host product demonstrations and investor days
to give investors a better understanding of the
AVEVA products and how they work and benefit
our customers. This programme included an event
held with a number of investors and analysts in
February.
400
investor calls and meetings
100,000
visits to our investor relations website
3,268
visits to AVEVA’s 2021 virtual Capital Markets Day page
By the numbers
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Customers
Why we engage
We seek to understand our customers’ needs and challenges so that we can develop products and enter
strategic partnerships that will add value.
How we engage
From strategy meetings with our CEO to everyday
touchpoints, customers are constantly helping us
better understand their businesses and how we can
increase value for them.
Our executive engagements programme includes
executive sponsors, regional councils, a customer
advisory board, summits, strategic briefings, global
events and customer visits.
We collaborate with customers on public case
studies, which document the value our solutions
bring to our clients’ businesses.
We also conduct surveys to assess satisfaction and
get feedback. We were particularly focused on
customers in the past year as we integrated
OSIsoft. According to customer success surveys, PI
System customer satisfaction increased from 4.71
to 4.85 (out of 5) after the integration.
198,000
visitors to digital communities where customers
seek advice, share ideas in peer forums and
manage their accounts.
256,457
technical and product support cases resolved
5,614
user-generated product enhancement suggestions
considered by product teams
60,419
users of our tech support knowledge base, including
developer tools and product tips
395
new tailored customer success plans, co-created by
customers and customer success managers
2,600
instructor-led product and business training days
20x
increase in customer-led presentations at AVEVA
global events
By the numbers
199
case studies with customer-validated analyses of
qualitative and quantitative value delivered
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
STAKEHOLDER ENGAGEMENT CONTINUED
Employees
Why we engage
Our employees are our most valuable asset. Engaging, developing and retaining talent is
foundational to our success.
How we engage
We seek to build a culture of inclusion, wellbeing,
and opportunity for our employees. Employee
engagement starts at the top, with quarterly
all-employee All Hands Calls where the Executive
Leadership Team provide important business
updates and take questions in an open and
transparent forum.
We actively encourage peer-to-peer recognition,
and through our internal platform, `MyRecognition’,
colleagues can thank one another for going above
and beyond, as well as welcoming new colleagues
to the team. In line with our sustainability goals, we
also plant a tree for each of our weekly `most
recognised’ colleagues and our new starters
welcomed via the platform.
We measure employee engagement via the
Workday Peakon engagement survey, which we
have made quarterly instead of annual in order to
be more responsive to employee feedback.
We host a series of virtual inductions throughout
the year to welcome new colleagues and display
what AVEVA has to offer.
Read more about how we promote employee
wellbeing and how we respond to employee
feedback on page 39.
By the numbers
3,600
attendees at AVEVAfest, an employee-driven
virtual event celebrating technology, strategy
and people
>90%
employees eligible to participate in My AVEVA
Shares programme
Over 1,000
recognition trees planted in the AVEVA Forest
+4pt
improvement in employee Net Promoter Score
>90%
employees and managers report remote and
hybrid options as productive as onsite work
40
events in six languages during Wellbeing Month
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Communities
Why we engage
As a global leader in industrial software, we have a role to play in driving responsible use of the world’s
resources. Understanding societal concerns is necessary to contribute to global goals.
How we engage
Our primary impact on the world is through our
products: our technology handprint. We engage to
understand how to align with and contribute to
global priorities and goals, including the UN
Sustainable Development Goals (SDGs).
We engage the next generation of engineers
through our academic partnerships, in which
universities use AVEVA software in their curricula.
We further invest in the engineers of the future
through our Decoding the Future programme.
AVEVA pledges to donate £1 million each year to
charitable causes through the AVEVA Action for
Good initiative. We deliver on this pledge through a
combination of paid time off, which employees
spend on charitable activities, and direct and
matching donations to charitable organisations.
By the numbers
21,000+
students participating in the Go Green
engineering challenge
1,244
employee volunteers for AVEVA Action
for Good initiative
£1m
in corporate donations, matching funds
and paid time off
750+
universities using AVEVA software in their curricula
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
STAKEHOLDER ENGAGEMENT CONTINUED
Partners
Why we engage
We engage with our partners to support their sales and development efforts, and find new ways to
co-create value. This deepens the value we bring to customers, and in turn our other stakeholders.
How we engage
We collaborate with over 5,000 distributors, system
integrators, alliance partners, solution partners,
technology partners and original equipment
manufacturers. Our partnerships result in a rich
product ecosystem.
Our partners play a crucial role in supporting our
products’ and clients’ success. Our customers
benefit from their geographic reach, industry-
specific and functional domain expertise,
implementation support, strategy consulting,
value-added reselling and embedded technology.
We maintain an active dialogue throughout the
year with partners through our partner platforms,
our marketing leads and services, and through our
flagship events: AVEVA World Digital, AVEVA PI
World Digital and Partner IGNITE. These channels
cement and grow our critical relationships with
partners.
By the numbers
760
new users of partner portal providing news
and enablement services
4,971
partner attendees at AVEVA events
7,847
sales leads passed to distributor partners
404
users of the Partner Demand Centre
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Our Directors are required to act in the way they consider,
in good faith, would most likely promote the success of the
Company for the good of its members and stakeholders as
a whole, taking into account the factors listed in section 172
of the Companies Act 2006.
Delivering on our strategy requires strong mutually beneficial
relationships with our customers, partners, employees and other
key stakeholders. In the Stakeholder sections on pages 42-46, we
identify our key stakeholders and provide examples of engagement
and ongoing dialogue.
The Board may sometimes engage directly with certain
stakeholders. However, most engagement takes place at an
operational level. Where there is no direct engagement at
Board level, senior managers regularly report to the Board on
key areas to ensure that Board decisions are well informed.
Information about how we engage with stakeholders and consider
stakeholder interests and input in important decisions is included
throughout this report.
Find out more about:
Page
Page
Page
Page
Page
Page42
90
88
91
88
91
Why stakeholders are
important to us, how
we engage with
them, and their
interests
How the Board
engages with our
employees
The stakeholders
affected by the
Board’s activities
How the Board keeps
informed about our
stakeholders
How we considered
stakeholders in the
principal decisions
made during the year
How we establish
the independence of
our Directors and
manage potential
conflicts of interest
Section 172 statement
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
A digital twin provides
competitive advantage
for Nigeria LNG
Driving energy security and
innovation
CUSTOMER SUCCESS
Nigeria LNG Limited (NLNG) is a leading liquefied natural gas
producer with production capacity of 22 million tonnes per
annum. The company’s digital transformation programme is a
key enabler for its competitiveness in the short and long term.
One of its flagship projects is the implementation of the NLNG
digital twin, developed in partnership with AVEVA and
Schneider Electric. The digital twin uses AVEVA Unified
Operations Center for visualisation, integrated with AVEVA
Information Management and artificial intelligence from AVEVA
Predictive Analytics.
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Open, agnostic technology integrates with
existing landscape
NLNG selected AVEVA as its partner for developing the digital
twin for our domain-specific expertise and open, agnostic model,
enabling NLNG to build on its existing technology infrastructure.
The project’s first phase created a data-centric digital twin of
one of NLNG’s six LNG trains, visualised through an interactive
AVEVA Unified Operations Center (UOC). The digital twin draws
data from AVEVA Unified Engineering using AVEVA Asset
Information Manager and AI optimisations from more than 60
AVEVA Predictive Analytics models.
The UOC displays the LNG train’s production status compared to
planned performance, supplemented by contextual information
across the production value chain, and integrated with
maintenance activity and alerts from the predictive models.
Interactive screens highlight areas which should be investigated
before suggesting changes or addressing maintenance issues.
With the successful completion of the first phase of the
deployment, the team has commenced rollout to NLNG’s other
trains in a second phase.
Predictive analytics prevent unplanned
downtime and loss
One of the tangible benefits of the digital twin is the success of
the Predictive Analytics module. The predictive capability
enables early identification of anomalies. On at least two
occasions, it has provided intervention and corrective support,
preventing unplanned downtimes and potential revenue loss.
The digital twin also has transformation potential to optimise
production, improve productivity, assure asset integrity and
ensure health, safety and environment protections.
Schneider Electric and AVEVA have been partners on the
NLNG digital transformation journey from the ideation and
strategy stage. In addition to the technical capabilities of the
digital twin, NLNG has noted the team’s collaborative attitude
and flexibility in delivering to plan, despite the challenges posed
by the pandemic.
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
FINANCE REVIEW
Finance review
Overview
On 25 August 2020, AVEVA announced that it had reached
agreement to acquire OSIsoft at an enterprise value of $5.0 billion.
The transaction subsequently completed on 19 March 2021 and
therefore the statutory results compare the performance of the
combined AVEVA and OSIsoft business in FY22 with the
standalone AVEVA business plus 12 days of OSIsoft ownership
in FY21.
The finance review begins with a commentary of those statutory
results and then covers pro forma results to show the underlying
performance of the combined business.
Statutory results
On a statutory basis1, revenue for the year was £1,185.3 million
which was 44.5% higher compared with the previous year
(FY21: £820.4 million). This change was due to the inclusion of
OSIsoft in the current year and growth in the business, partly offset
by negative FX translation due to the relative strengthening of
Sterling, particularly in relation to the US Dollar on average during
the year, given that the majority of AVEVA’s sales are made in
US Dollars.
Subscription revenue, which includes rental contracts and SaaS
contracts, grew 17.9% to £424.2 million (FY21: £359.7 million),
primarily due to the growth in the heritage AVEVA business
Operations business unit.
Maintenance revenue grew by 74.6% to £345.2 million
(FY21: £197.7 million), primarily due to the inclusion of OSIsoft
in FY22.
Perpetual licences grew 107.0% to £293.1 million
(FY21: £141.6 million), primarily due to the inclusion of OSIsoft in
FY22 and growth in the OSIsoft business.
Services revenue grew 1.2% to £122.8 million
(FY21: £121.4 million) relating to a focus on growing higher margin
software revenue.
Total statutory costs increased to £1,203.9 million
(FY21: £786.2 million). This increase was mainly due to the
acquisition of OSIsoft and the cost of sale, operating cost and
amortisation of intangible assets associated with this.
As a result of the acquisition the amortisation charge increased to
£226.1 million (FY21: £95.7 million). While the cost of sale
increased 28.2% to £232.5 million (FY21: £181.3 million), operating
costs including amortisation increased 59.2% to £959.3 million
(FY21: £602.5 million) and net interest increased from £2.4 million
to £12.1 million.
Cost of sales was £232.5 million (FY21: £181.3 million)
representing an increase of 28.2%. This was below the statutory
increase in revenue of 44.5%, due to a lower cost of sale for the
OSIsoft business, which has a lower services revenue mix.
Research & Development costs were £343.3 million
(FY21: £184.5 million) representing an increase of 86.1%. This was
due the amortisation of acquired intangible assets, an increase in
the scale of the business, growth due to investment in cloud and
higher employment costs.
Selling and distribution expenses were £345.4 million
(FY21: £226.8 million) representing an increase of 52.3%. This was
mainly due to the greater scale of the business and additional
amortisation.
Administrative expenses were £246.3 million
(FY21: £193.0 million) representing an increase of 27.6%. This
reflected a decrease in exceptional items, which was more than
offset by the increased scale of the business and underlying higher
costs in IT and legal functions.
The Group made a loss before tax of £18.6 million (FY21: profit of
£34.2 million). This was largely due to the amortisation of
intangible assets relating to AVEVA’s combinations with the
Schneider Electric industrial software business and OSIsoft, the
deferred revenue haircut and exceptional costs.
Basic loss per share was 20.8 pence (FY21: EPS 11.4 pence) and
diluted loss per share was 20.8 pence (FY21: EPS 11.3 pence).
The statutory tax charge was £44.0 million (FY21: £9.4 million).
This was due to factors including additional taxable profits
following the OSIsoft acquisition, US alternative minimum tax and
an increase in the UK tax rate from 19% to 25%.
Operating cash flow
Cash generated from operating activities before tax was
£197.2 million, compared to £91.2 million generated in the
previous year.
This included cash paid in the period in relation to the acquisition of
OSIsoft of £67.4 million and other exceptional items of £40.6 million
(FY21: £63.2 million).
Cash conversion, defined as free cash flow before tax excluding
acquisition costs as a proportion of adjusted profit before tax was
62.5% (FY21: 36.8%).
Dividends
The Directors propose to pay a final dividend of 24.5 pence per
share (FY21: 23.5 pence). The final dividend will be payable on
5 August 2022 to shareholders on the register on 8 July 2022.
Balance sheet
On 31 March 2022, AVEVA had net debt of £405.2 million
(31 March 2021: £367.4 million). Net debt is defined as loans and
borrowings minus cash and cash equivalents. This reflects the
$900 million term loan taken out to partly finance the acquisition of
OSIsoft, together with cash of £279.3 million (31 March
2021: £286.6 million).
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Pro forma results
The pro forma results are summarised below:
£m
FY22
Unaudited
FY21
Unaudited
Change
Organic
constant
currency
Revenue
1,235.6
1,196.1
3.3%
7.1%
Cost of sales
(232.3)
(229.1)
1.4%
4.9%
Gross profit
1,003.3
967.0
3.8%
7.7%
Operating expenses
(638.2)
(612.3)
4.2%
7.6%
Adjusted EBIT
365.1
354.7
2.9%
7.7%
Net interest
(12.1)
(16.0)
(24.4)%
Adjusted profit before tax
353.0
338.7
4.2%
Tax charge
(50.6)
(20.1)
151.7%
Adjusted profit after tax
302.4
318.6
(5.1)%
Adjusted diluted EPS (pence)
99.6
105.3
(5.4)%
-
Gross margin
81.2%
80.8%
+40bps
+40bps
Adjusted EBIT margin
29.5%
29.7%
(20)bps
+30bps
Tax charge
14.3%
5.9%
+840bps
-
Pro forma results include results for both AVEVA and OSIsoft for the 12 months to 31 March 2022 and the 12 months to 31 March 2021. In addition to this, the results have been adjusted
to exclude the effect of the deferred revenue haircut under IFRS 3 (Business Combinations).
Adjusted metrics are calculated before amortisation of intangible assets, share-based payments and exceptional items. Adjusted Earnings Per Share also includes the tax effects of these
adjustments.
Pro forma revenue
Revenue was £1,235.6 million, representing an increase of 3.3% (FY21: £1,196.1 million). Organic constant currency revenue grew 7.1%,
adjusted for a currency translation headwind of £42.5 million and minor disposals in the current year.
The revenue mix for the combined Group is shown below:
£m
FY22
FY21 Reported change
Organic constant
currency change
% of FY22 total
On-premises rental
396.4
364.0
8.9%
11.5%
32.1%
SaaS
27.8
23.4
18.8%
23.9%
2.2%
Total subscription revenue
424.2
387.4
9.5%
12.3%
34.3%
Maintenance
395.5
412.8
(4.2)%
0.4%
32.0%
Total recurring revenue
819.7
800.2
2.4%
6.2%
66.3%
Perpetual licences
293.1
271.2
8.1%
12.2%
23.7%
Services
122.8
124.7
(1.5)%
2.5%
10.0%
Total
1,235.6
1,196.1
3.3%
7.1%
100.0%
Subscription revenue growth was driven by sales of on-premises
rental contracts within the heritage AVEVA business as the
transition to a recuring revenue model continued and also
subscription growth from OSIsoft, as it began its business model
transition. Within subscription, SaaS revenue grew 18.8% to
£27.8 million (FY21: £23.4 million) which was due to sales of cloud
solutions such as Value Chain Optimisation, Asset Information
Management and Unified Engineering. On an organic constant
currency basis the increase was 23.9%.
Maintenance revenue was driven by growth associated with the
OSIsoft business, which more than offset a decline at the heritage
AVEVA business due to the planned subscription transition.
Perpetual licence increase was driven by strong growth from the
heritage OSIsoft business, ahead of its move to a subscription
business model.
Services revenue was driven by growth in the overall business,
partly offset by a focus on higher margin software revenue.
Notes:
1.
Statutory results include the results for the combined AVEVA Group for the 12 months to 31 March 2022 compared to the results for AVEVA Group and 12 days of OSIsoft ownership
for FY21.
Non-current assets were £5.7 billion (31 March 2021: £5.8 billion),
reflecting goodwill and intangible assets that arose from the
combination with the Schneider Electric industrial software
business and the OSIsoft acquisition. Goodwill and intangible
assets were £5.5 billion (31 March 2021: £5.6 billion).
Trade and other receivables were £381.2 million (31 March
2021: £318.0 million). Contract assets increased to £302.1 million
from £215.6 million at 31 March 2021. This increase included the
impact of new subscription contract wins with point in time
revenue recognition.
Contract liabilities were £328.2 million (31 March
2021: £239.7 million). This increase reflected an increase in
Maintenance contract wins and the unwinding of the deferred
revenue haircut, which arose from the acquisition of OSIsoft.
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
FINANCE REVIEW CONTINUED
The revenue mix for the combined Group showing point in time versus overtime revenue recognition is shown below:
£m
FY22
FY21
Revenue point in
time
Revenue over
time
Total
Revenue point in
time
Revenue over
time
Total
On-premises rental
280.7
115.7
396.4
259.6
104.4
364.0
SaaS
–
27.8
27.8
–
23.4
23.4
Total subscription
280.7
143.5
424.2
259.6
127.8
387.4
Maintenance
–
395.5
395.5
–
412.8
412.8
Total recurring revenue
280.7
539.0
819.7
259.6
540.6
800.2
Perpetual licences
293.1
–
293.1
271.2
–
271.2
Services
–
122.8
122.8
–
124.7
124.7
Total
573.8
661.8
1,235.6
530.8
665.3
1,196.1
Pro forma costs
An analysis of total expenses is summarised below.
£m
Cost of sales
R&D
Selling and
distribution
Admin.
Net impairment
gain / loss from
financial assets
Total
Adjusted costs
232.3
178.2
280.7
179.9
(0.6)
870.5
FY21
229.1
168.5
278.1
162.1
3.6
841.4
Change
1.4%
5.8%
0.9%
11.0%
(116.7)%
3.5%
Organic constant currency
4.9%
9.2%
4.2%
14.7%
(113.9)%
6.9%
Of the total revenue recognised in FY22, £661.8 million
(FY21: £665.3 million) was recognised over time representing
53.6% of the total (FY21: 55.6%), demonstrating that AVEVA
already has a significant amount of revenue which is
recognised rateably.
Revenue recognised at a point in time was £573.8 million
(FY21: £530.8 million) representing 46.4% of total revenue
(FY21: 44.4%). Of this £280.7 million (FY21: £259.6 million) related
to on-premises rental subscription contracts and represented
22.7% of total revenue in the year (FY21: 21.7%), showing that this
element is relatively stable year on year.
At 31 March 2022, the Group had a revenue backlog of
£781.4 million (FY21: £657.9 million) representing remaining
performance obligations which have not been met or are partially
met. Of this £487.8 million (FY21: £425.8 million) will be
recognisable within one year.
Cost of sales increased largely due to the growth in the business
and included higher cloud hosting and infrastructure costs.
Research & Development costs increased due to investment in the
development of cloud products and also reflect higher employment
costs, reflecting a very competitive labour market.
Selling and distribution expenses increased mainly due to
increased sales commissions and sales employment costs.
Administrative expenses increased largely due to higher costs in IT
and legal functions with increases in capacity being needed as the
business scales.
Net impairment loss from financial assets represents the
impairment of accounts receivable and contract assets. The
reversal of provisions made during the Covid crisis in FY21, offset
by the impairment of assets in Russia, led to a net positive impact
in FY22.
Pro forma adjusted EBIT
Adjusted EBIT increased by 2.9% to £365.1 million
(FY21: £354.7 million). This resulted in an adjusted EBIT margin of
29.5% (FY21: 29.7%), which was up +30bps on an organic
constant currency basis.
Pro forma net interest charge
The combined pro forma interest charge assumes that the
£685.1 million term loan was drawn down on 1 April 2020 and
therefore a full year’s interest is charged in each period. Total net
interest was £12.1 million (FY21: £16.0 million). The year-on-year
reduction was largely due to lower LIBOR rates.
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Pro forma taxation
The pro forma tax charge on adjusted profit before tax was
£50.6 million (FY21: £20.1 million), which equates to an effective
tax rate of 14.3% (FY21: 5.9%). This tax charge factors in the
benefit of UK tax incentives on intellectual property and US tax
deductions for the amortisation of goodwill relating to the
acquisition of OSIsoft. The year-on-year increase was due to
increased US Alternative Minimum Tax and irrecoverable
withholding tax. The tax rate on adjusted profit before tax is
expected to remain at or below the level seen in FY22 going
forward.
Pro forma earnings per share
Pro forma diluted adjusted EPS decreased by 5.4% to 99.6 pence
(FY21: 105.3 pence) as a result of the higher adjusted EBIT and
lower interest, being more than offset by a higher tax charge.
Normalised and exceptional items
The normalised and exceptional items below have been excluded
in presenting the adjusted results.
£m
FY22
FY21
Acquisition costs relating to OSIsoft
0.8
44.4
Integration of OSIsoft
28.0
6.1
Integration of Schneider Electric
industrial software business
13.5
27.6
Disposals
2.8
–
Retirement of steel fabrication business
15.4
–
Impairment of balances with Russian-
based counterparties
7.3
–
Gain on disposal of pension scheme
–
(0.3)
Total exceptional items
67.8
77.8
Amortisation
226.1
95.7
Share-based payments
27.4
16.3
Total normalised items
253.5
112.0
Exceptional costs incurred in the integration of OSIsoft, primarily
consisting of consultancy and advisor fees and additional
temporary resources paid relating to the merging of IT systems and
real estate, and rebranding. Costs are anticipated to continue until
mid-calendar 2023.
In the year-ended 31 March 2022, Schneider Electric industrial
software business integration costs primarily related to the
continued build and implementation of a global ERP system and
legal entity rationalisation. These costs are expected to continue
until mid-calendar 2024.
A £14.9 million impairment of intangible assets associated with the
Group’s steel fabrication business (£10.9 million and £4.0 million of
developed technology and customer relationships respectively)
was recognised following the announcement in July 2021 of these
products’ retirement. Restructuring costs of £0.5 million have also
been incurred.
As a result of the invasion of Ukraine by Russia, and the
subsequent sanctions enforced by the UK and US governments,
the Group fully provided against an additional £4.9 million of trade
receivables, £1.0 million of amounts owed by related parties, and
£1.4 million of contract assets held with entities within Russia at
31 March 2022.
Amortisation relates to the amortisation of the fair valued heritage
AVEVA intangible assets under acquisition accounting, following
the combination with the Schneider Electric industrial software
business and the amortisation of intangibles relating to the
OSIsoft acquisition. Of the £226.1 million amortisation charge,
£147.6 million relates to the intangibles acquired through the
OSIsoft acquisition.
The increase in share-based payments reflects the increase in the
size of AVEVA’s business post the acquisition of OSIsoft.
Brian DiBenedetto
Chief Financial Officer
7 June 2022
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Management of principal risks and uncertainties
PRINCIPAL RISKS AND UNCERTAINTIES
Our risk management approach
We further strengthened our risk management approach and the
supporting Group risk function throughout the fiscal year. The
Board of Directors retains overall responsibility for the Group’s risk
management approach, supported by the Executive Risk
Committee, which includes all Executive Directors and relevant
stakeholders across the business. The Executive Risk Committee
meets quarterly to oversee our principal and emerging risks,
challenge the acceptability of risk exposure and monitor the
adequacy of risk management and mitigation. Through this
process, we avoid exceeding our risk tolerance as defined by our
Group-wide risk appetite.
Senior leadership actively monitors and manages both principal
and emerging risks as part of day-to-day operational activities and
is responsible for the effectiveness of risk management within its
area of accountability. Business units and functions are
supported in their risk management activities by the Group risk
function, which owns and maintains the risk management
framework and continually monitors the health of the framework
across the business.
Our risk appetite articulates the level of risk that the Board is
prepared to take in pursuit of business objectives. AVEVA’s risk
appetite is constantly evolving in response to its operating
environment and the wider macroeconomic background, and
some risk appetite changes have been made during the year.
We are committed to operating a strong system of internal
control in every part of our business. Having a robust risk procedure
in place allows for a certain level of risk to be taken without
unacceptable exposure to financial losses, regulatory breaches
or reputational damage.
Executive Risk Committee – core areas covered in the year to March 2022
Principal risks: deep dives
• Sustainability
• Regulatory compliance
• Cloud
• Talent
• Product security
• PI business integration
Other risk areas: deep dives
• Software compliance and piracy
• Treasury
General reviews
• Principal risk alignment with strategy
• Principal and key risks
measurements, appetites and
mitigation status
• Integration and transformation risks
AVEVA risk governance structure
The diagram below represents our 2022 risk governance structure.
Group Risk
Function
•
Own and maintain
the Risk
Management
Framework and
refine as required
•
Provide the
mechanisms and
frameworks for all
parts of the
organisation to
manage their risks
effectively
•
Support Risk owners
and leadership
teams in embedding
the framework
across AVEVA
•
Monitor the health of
the framework
across the business.
•
Constructively
challenge and assist
the Board, Executive
Risk Committee and
Executive
Management in
considering the
range of risks
identified and their
materiality.
Board
•
Agree the nature and extent of the significant risks AVEVA
is taking to achieve our objectives
•
Overview and challenge on the acceptability of risk
exposure and on the adequacy of management of risks
•
Periodic deep dives into Dynamic and Emerging Risks
Executive Risk Committee
•
Raise the level of management awareness
and accountability for the risk universe facing
the Company and the mitigating actions
•
Review reports on any material breaches of
risk appetites and the adequacy of proposed
mitigating action
•
Drive appropriate risk mitigation strategies
and activities and monitor progress and
effectiveness of mitigating actions at Group,
functional and business unit levels
•
Set effective tone from the top and
articulating our commitments to effective risk
management
•
Ensure risk is considered in all key business
processes and decisions (strategy, planning,
investments, resource allocation).
•
As owner, monitor the management of
Categories of Risk, Policies, Controls, Risks of
Concern and Emerging Risks
Business Units/ Functions
•
Ensure Risks are continuously managed
through day to day Risk Management.
•
Responsible for the completeness of risk
management within their area of
accountability and verifying they have the
necessary resources.
•
Self-certification/ Self-Assurance of Key
Controls and complete reporting
•
Ensure Risk Management Activities remain
within Risk Appetite, and provide regular
metrics to demonstrate current position.
ESG Executive Committee
•
Ensure that climate and broader ESG risks
and opportunities are identified and
managed in line with the Company’s risk
appetite and integrated into the enterprise
risk management process.
•
Oversee and challenge management’s
performance against ESG- related
performance measures and commitments,
including climate metrics and targets.
Audit Committee
•
Responsible for
reviewing the
effectiveness of the
Group’s risk
management
systems and
processes
•
Monitor the Group’s
financial integrity
•
Oversee AVEVA’s
system of internal
controls and the
work of the internal
audit function
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Principal risks
Leadership continually assesses and monitors the risks faced
by the company, considering the quality of risk assessment
and suitability of risk management activities, and determining
any actions required to improve management or mitigation.
The company measures all identified risks on both a gross
and net risk basis, using AVEVA’s risk framework. At the end
of the fiscal year, the Board identified 12 principal risks over
the next 12 to 18 months.
Key changes to principal risks
Industrial digitalisation strategy
Movement towards industrial digitalisation has accelerated
within the last 24 months, and our customers understand
and accept the need to evolve. With less need to convince
customers to digitalise, it is less likely our strategy to
capitalise on the opportunities of industrial digital
transformation could fail or not provide the expected
levels of return.
This risk has been removed from our principal risks as the
market has evolved and we do not deem this to be a material
threat over the next 18 months.
SaaS subscription
We previously reported on separate principal risks for cloud
and subscription. These are now combined into one risk,
ultimately linked to growth of SaaS subscriptions.
Principal risks, grouped under four categories below, are presented for likelihood and impact on a gross basis (i.e. without accounting for
existing mitigation). They are not presented in order of priority.
Risk Name
Trend FY22
Strategic – risks identified as threats to our strategic goals and that influence internal decision making
1
Talent
2
SaaS subscription (combining cloud and subscription from prior year)
3
Sustainability
4
Integration
External – risks that could materialise externally and impact us
5
Competitors
6
Dependency on energy sector
7
Product security
8
Cyber security (corporate systems)
9
Regulatory compliance
10
Pandemic-related economic disruption
Operational – risks that could materially disrupt our day-to-day operations
11
Internal IT systems (suitability and continuity)
Disruptive – risks that threaten our value offering
12
Disruptive technologies
Decreasing
Increasing
No change
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Strategic risks
Description
Mitigation
1
Talent
Gross probability
High
Gross Impact
High
Change in gross risk level
Ownership
Chief People Officer
Categorisation
Industry general
As a technology company, we are heavily reliant
on the people we employ and we compete for the
best talent globally. If we are unable to attract or
retain the niche skills and experience we need to
drive the business forward, creating innovation
and growth, this could materially impact our
success.
The AVEVA brand must remain attractive for us to
successfully attract and retain developers,
technical sales staff, consultants and leadership.
Talent recruitment and retention challenges have
increased globally in the last 12 months, caused by
the pandemic and subsequent impacts including
changing work-life balance requirements and
employer responses (compensation packages,
remote working opportunities and wellbeing). The
need to retain talent during the key integration of
our recent acquisition has also contributed to a
continued high risk in the last 12 months.
In the past 12 months, we improved the tracking
and visibility of attrition rates. We are also
introducing new approaches to succession
planning.
Additional mitigations we undertook in the last
fiscal year include:
• Building talent pipelines in niche/hard-to-hire
areas;
• Using AVEVA’s connections to Schneider Electric
to source talent;
• Review of compensation packages in various
territories;
• Improving talent review processes;
• Increasing in-house talent acquisition expertise;
• Partnering with universities;
• Leveraging employee referral programmes; and
• Strengthening employee engagement activities.
We seek to ensure that employees are motivated in
their work and receive regular reviews and
encouragement to develop their skills. Annually,
there is a Group-wide salary review that rewards
strong performance and ensures salaries remain
competitive. Commission and bonus schemes help
to ensure that both AVEVA’s success and individual
achievement are appropriately rewarded.
2
SaaS subscription
Gross probability
High
Gross impact
High
Change in gross risk level
Ownership
Chief Strategy and
Transformation Officer
Categorisation
Industry general and
company-specific
This risk encompasses all the risk elements related
to our shift towards a SaaS subscription model,
including product and portfolio readiness, cloud
strategy and capabilities, the current structure of
the organisation and ability to scale, and
competition from other large platform providers
and system integrators. Failure to move towards a
SaaS subscription model could negatively impact
recurring revenue and cash flow generation.
The shift to cloud is a core theme of our five-year
business planning process, with functional
strategies and investments aligned with our
strategic plans.
We also have a multi-year business transformation
programme to drive operational readiness for the
shift to SaaS and grow AVEVA’s user base through
access to new markets and additional cloud
products. Targeted investments have also been
made in sales and marketing.
Principal risks
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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Strategic risks
Description
Mitigation
3
Sustainability
Gross probability
Medium
Gross impact
Medium
Change in gross risk level
Ownership
Chief Marketing and
Sustainability Officer
Categorisation
Industry general and
company-specific
Increased focus on sustainability and greater
stakeholder expectations for management of ESG
issues creates reputational, regulatory and
product-related risk for AVEVA. If not well-
managed, this risk could lead to:
• loss of existing customers or failure to acquire
new customers;
• failure to maintain our ratings in sustainable
investment indices and broader reputational
impact, leading to loss of investment;
• failure to attract or retain the talent and niche
skills our business requires; and
• failure to meet new ESG-related reporting
regulations.
During FY22, we established a dedicated
sustainability function and ESG governance
structure. To inform the company’s prioritisation of
ESG management, target-setting, and disclosures,
we conducted a robust materiality assessment.
A key pillar of our ESG framework is to reduce
reliance on fossil fuel industries by seizing
opportunities to help customers use digitalisation to
thrive in a low-carbon future. To increase what we
call our technology handprint, or impact, we are
developing sustainability-related offerings and
product features and further leveraging AVEVA’s
partner ecosystems. Sustainability-focused
marketing and sales enablement strategies are also
in place to support diversification.
We disclose climate-related risks and opportunities
in accordance with the recommendations of the
Taskforce on Climate-related Financial Disclosures
(TCFD). In addition, our climate goals include a
near-term science-based target and a net-zero
commitment.
4
Integration
Gross Probability
Medium
Gross impact
Medium
Change in gross risk level
Ownership
SVP Integration
Categorisation
Company-specific
In 2021, we acquired OSIsoft, now operated as the
PI Business within AVEVA. We spent much of the
last 12 months ensuring the successful integration
of this acquisition.
The primary risks we have been addressing as we
integrate the PI Business are:
• employee turnover;
• achievement of cost and revenue synergies;
• integrating business processes and systems;
and
• the risk of disruptive change to core operations.
We set up and are running a comprehensive
integration programme, led by our SVP of
Integration. This process is overseen by an
Integration Management Office Steering
Committee, headed by the CEO. As part of this
programme, we established cross-organisational
workstreams for all major and enabling functions
impacted by the integration.
The organisation design workstream, for example,
is nearly complete, with ongoing checks on
employee engagement. To drive our revenue
synergies while addressing employee attrition risks,
we accelerated recruitment for key revenue-driving
skills in the midst of a challenging recruitment
market. We also created the right sales operating
model with incentives aligned to market dynamics.
Some projects to integrate business processes and
address systems risk are ongoing, including
development of campaign-to-cash processes, office
consolidation, and extensive product, portfolio and
R&D planning.
New corporate values and behaviours were
communicated throughout the business, and there
have been numerous employee engagement and
change initiatives delivered throughout the year to
counter the impact of disruptive change.
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FINANCIAL STATEMENTS
STRATEGIC REPORT
External risks
Description
Mitigation
5
Competitors
Gross probability
High
Gross impact
High
Change in gross risk level
Ownership
Chief Strategy and
Transformation Officer
Categorisation
Industry general
We operate in highly competitive markets. Other
technology companies could acquire, merge or
move into AVEVA’s market space to compete with
our offerings, creating a material threat. Existing
competitors could also respond more quickly to
market demands and trends, resulting in reduced
market share and missed growth opportunities.
Our industry is characterised by rapid technological
change, evolving industry standards, evolving
business models and consolidations.
In an environment of continuing uncertainty, it is
likely that competitor strategies may change or
consolidations in our industry could negatively
impact our business. Potential negative impacts
include increased pricing pressure, cost increases,
the loss of market share due to competitor
cooperation and, consequently, a reduced ability to
integrate solutions.
We carefully monitor customer requirements, trends
and other suppliers operating within our chosen
markets. We invest in innovation and strive to offer
superior products to meet market needs.
The integration of our PI Business further mitigates
this risk, providing us with a distinct competitive
advantage and market position.
Other mitigations include leveraging our relationship
with Schneider Electric, attractive proposals for
additional complementary products for existing
customers, and flexibility to meet changing market
demands and competitive forces.
6
Dependency on energy
sector
Gross probability
Medium
Gross impact
Medium
Change in gross risk level
Ownership
EVP Industrial Engineering
Business Unit
Categorisation
Company-specific
Approximately a third of our revenue is derived
from customers in the energy sector, particularly oil
and gas companies.
In the event of a downturn in energy markets,
customers may have less funding for capital
projects or additional operational commitments,
including the purchase of AVEVA’s software
products. Significant end-market downturns could
materially impact our revenues and profits.
Our products deliver capex certainty and opex
reduction, providing meaningful efficiency.
Our extensive global presence provides
diversification and allows us to avoid over-reliance
on specific geographic markets.
In FY22, about 33% of our revenue was attributable
to customers operating in the energy sector. This
represents a decrease from FY21, when 50% was
attributable. This change is primarily a result of the
OSIsoft acquisition.
AVEVA’s move towards a subscription-based
licensing model further mitigates this risk, as it
offers customers greater flexibility over their
expenditure. We also continue to leverage our
relationship with Schneider Electric to expand into
other sectors.
In the event of a downturn in the energy market,
AVEVA’s products act as a natural hedge for one
another, with decrease in revenue from capex likely
to be offset by an increase in revenue from opex as
customers look to further optimise their operations.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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External risks
Description
Mitigation
7
Product security
Gross probability
High
Gross impact
High
Change in gross risk level
Ownership
Chief Technology Officer
Categorisation
Industry general
AVEVA’s products are complex and new products
or enhancements may contain undetected errors,
failures, performance problems or defects which
may impact our strong reputation with our
customers or create negative financial implications.
This risk reflects AVEVA’s portfolio of products,
their functionality and increasing threats in the
external cyber environment.
The risk level increased during FY22, in part due to
the acquisition of the PI business and related
growth in our product portfolio. The risk of cyber
conflict also increased as the Ukraine crisis
developed.
Our products are extensively tested prior to
commercial launch. In addition, AVEVA has a robust
security development life cycle as a key component
of our overall software development process, and
we have created formal and collaborative
relationships with third-party security researchers,
security organisations and regulatory entities to
proactively ensure our software is as safe and
secure as is reasonable.
As part of the integration of our PI Business, we
have combined security best practices from both
entities, further strengthening our approach.
Our threat intelligence capabilities were enhanced
throughout the year in response to the cyber
security risk to the corporate environment, and
product security teams have been able to leverage
this information to improve their defences.
AVEVA also implemented a sabotage resistance
programme across the company during FY22,
increasing resistance to insider threat.
8
Cyber security
Gross probability
High
Gross impact
High
Change in gross risk level
Ownership
Chief Security Officer
Categorisation
Industry general
Cyber and physical threats continue to grow. We
depend on our IT systems not only to run our
business but also to deliver services and
capabilities to customers, compounding our
exposure to this risk.
The risk remains elevated due to higher cyber
threats associated with remote working, recent
developments in Ukraine, and other global or
market events impacting supply chain and cloud
providers.
To reduce our risk, we conduct continual security
assessments of our digital assets. These are
combined with regular external penetration testing
to ensure a suitable security posture is maintained.
Our global security team focuses on: reducing the
likelihood of regulatory sanctions and fines being
levied; protecting our brand and our digital and
physical assets; protecting customer and employee
data; and building stakeholders’ confidence in our
overall security posture.
We measure ourself against the NIST Cyber
Security Framework and the maturity of our cyber
and security controls is audited by independent
third-party assessors. These steps constitute a
continual verification and improvement programme.
We are ISO 27001 certified for our R&D function
and continue to maintain SOC2 compliance.
We constantly assess and adapt our security
capabilities in response to the emerging threat
landscape and remain fully committed to protecting
the confidentiality, integrity and availability of our
infrastructure.
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
External risks
Description
Mitigation
9
Regulatory compliance
Gross probability
High
Gross impact
High
Change in gross risk level
Ownership
General Counsel and Company
Secretary
Categorisation
Industry general
AVEVA operates through direct and indirect sales
channels and must comply with both international
and local laws in each country of operation. If one
or more employees acting on our behalf commit, or
are alleged to have committed, a violation of law,
we could face substantial costs and severe
financial penalties and reputational damage.
Applicable regulatory risks include geopolitical risk,
trade compliance, data protection and privacy,
anti-trust, anti-bribery and corruption.
Schneider Electric is a major re-seller for AVEVA
and major shareholder. We are subject to
related-party transaction obligations with respect
to our relationship with Schneider Electric.
Compliance policies and guidance materials for our
employees and external partners are combined
with regular, targeted communications and training
platforms.
Local management teams are supported by local
professional advisors. Corporate legal and finance
functions provide further oversight and receive
support from external advisors, as required.
Dedicated compliance resources, including software
and people, enhance management and monitoring
of this principal risk.
As part of our integration of our recent acquisition
of OSIsoft, work is ongoing to harmonise
compliance programmes.
10
Pandemic-related
economic disruption
Gross probability
High
Gross impact
High
Change in gross risk level
Ownership
Chief Revenue Officer
Categorisation
Industry general
Because of the global Covid-19 pandemic, AVEVA,
like many global companies, operates in an
environment with continued economic disruption
and declining GDPs. This could have many impacts
including significantly decreased demand for our
products and services, unexpected disruptions in
the industries that we serve or the potential for
restricted access to funding.
Our customers may seek to minimise expenditures
by terminating subscriptions or licence
arrangements, or attempting to renegotiate or
delay previously-agreed payment dates.
Customers may also be more cautious and take
more time to make purchase decisions.
Our business remains in a strong cash and financial
position. Our leadership continues to review our
financial position and is prepared to take mitigating
steps as necessary.
As mentioned above, our products deliver capex
certainty and opex reduction for meaningful
efficiency in periods of economic and trading
disruption. We are also committed to supporting
our valued customers and meeting their needs.
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
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Operational risks
Description
Mitigation
11
Internal IT systems
(suitability and continuity)
Gross probability
High
Gross impact
High
Change in gross risk level
Ownership
Chief Information Officer
Categorisation
Company-specific
We seek to deliver uninterrupted customer and
employee services and experiences, supported by
our functional IT strategy.
We outsource certain IT-related functions to third
parties that are responsible for maintaining their
own network security, disaster recovery and
systems management procedures. If such
third-party IT vendors fail to manage their IT
systems and related software applications
effectively, this could severely impact AVEVA.
During the fiscal year, we made significant
improvements to address the legacy risk in our
application and infrastructure services.
A key strategic programme to support mitigations is
in place. It features committed investment, executive
support and a global multi-phase plan.
For our third-party providers, we are now
undertaking a more formal approach with
questionnaires and assessments of capabilities
before commercial commitment is finalised.
To ensure successful business outcomes, we
engage external third-party advisors and use best
practice metrics and governance.
Disruptive risks
12
Disruptive technologies
Gross probability
High
Gross impact
Medium
Change in gross risk level
Ownership
Chief Technology Officer
Categorisation
Industry general
New and unforeseen technology, software or
business models threatening our value offering
could be developed and become commercially
viable. This would impact our profits and
prospects.
The potential threats seeking to capitalise on
digitalisation trends continue but have not
increased.
This risk is primarily mitigated through our own
innovation initiatives, and remaining at the forefront
of technological advances. This is a core strategic
strength of our company. In addition, we continually
scan the disruptive technology environment to
ensure we stay informed and well positioned to
respond to any material threats.
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Emerging risks
AVEVA defines emerging risks as risks that have a potentially material impact, but which cannot be fully defined or assessed at present and
therefore require ongoing monitoring. They typically involve longer time horizons, and if the threat is considered to be significant enough,
contingency plans or mitigating actions may be developed.
Whilst emerging risks may not be an immediate threat to our operations and viability, we identify and monitor their development and take
further action as required.
AVEVA’s emerging risk management process:
PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED
War in Ukraine
With the outbreak of war, our highest priority is the wellbeing
of our employees in the region. Steps have been taken to ensure
their safety.
Revenue generated from industrial customers in Russia, Ukraine
and Belarus does not meet the materiality threshold to be included
as a principal risk over the next 12 to 18 months. However, there
are specific risks captured by our risk management process that
are being closely monitored and mitigated as the crisis develops.
The situation is fast-moving, and it is therefore difficult to fully
understand these risks at the current time. Areas of potential
impact are listed below:
• Impact to revenues from AVEVA’s Russian entity of
approximately 2% of Group revenue (assessed as immaterial to
overall business over the next 12 months);
• Monitoring and complying with the evolving sanctions applied
against Russia;
• Increased cyber security threats (AVEVA is part of the supply
chain of some Russian oil and gas companies);
• The potential trapping, loss or devaluation of our assets in
Russia, including cash, trade debtors and contract assets
(assessed as immaterial to the overall AVEVA Group);
• Exposure to customers who are reliant on a supply chain from
Russia, and any subsequent impact to our revenues from such
customers;
• Any retaliatory sanctions imposed by the Russian government
on western organisations such as AVEVA;
• Any potential sanctions imposed on other geographies where
AVEVA materially derives revenues, should the crisis prolong
and become more global; and
• Increased volatility in global oil and gas markets as a result of
the crisis and the subsequently impact on AVEVA.
We continue to monitor the need to record any emerging risks to
AVEVA from any wider geopolitical and globalisation trends
resulting from the conflict.
Identify
Assess likely
impact and
timescales
Assess
preparedness
Take further
action as
necessary
Monitor and
report
Emerging risks with potentially significant impact will be reported to the Executive Risk Committee on a quarterly basis, at which point
decisions will be made as to AVEVA’s current level of preparedness and any further mitigating actions deemed necessary.
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Task Force on Climate-related Financial
Disclosures (TCFD)
TCFD
Our approach
The world has recognised that cutting global carbon emissions in
the next nine years by 50% is essential to managing the climate
crisis. This is equivalent to a decarbonisation rate of 11.7%—more
than double the current rate. This is a generational challenge, and
business must play its part.
As a technology company, we have a relatively small carbon
footprint. However, we have set mitigation targets aligned to the
highest level of ambition under the Paris Agreement as part of our
operational footprint commitments. Since the development of clean
tech is our core business, we see the potential to play a significant
role in the energy transition. We do this through our technology
handprint. We’ve shared positive examples of how we are growing
our business through climate-related opportunities throughout
this report.
We value transparent disclosure to help investors make informed
decisions about where to deploy capital, and take compliance with
the Task Force on Climate-related Financial Disclosures (TCFD)
recommendations very seriously.
In preparing to fully comply with this year’s TCFD reporting
requirements, we have formalised the integration of climate-related
issues into our governance, strategy, risk management and
performance measurement frameworks.
For the first time, we conducted scenario analysis to inform a more
comprehensive understanding of possible climate-related risks and
opportunities under multiple climate futures. The exercise provided
learnings for broader risk management, reinforced the importance
of the opportunity realisation strategies we are working towards as
part of our corporate strategy and helped validate our ability to
remain resilient under the modelled assumptions. As we continue
to upskill internal stakeholders on climate change impacts and see
our climate data and cross-functional collaboration mechanisms
mature, we expect our approach to meeting TCFD
recommendations to evolve in parallel.
For clarity, we have summarised in the table below the locations of
content related to all 11 TCFD recommendations.
Governance
a. Describe the Board’s oversight of climate-related risks and
opportunities
See Governance Report on page 86 and “Ensuring
accountability and responsibility for climate-related risks
and opportunities” in this section
b. Describe management’s role in assessing and managing climate-
related risks and opportunities
See “Ensuring accountability and responsibility for
climate-related risks and opportunities” in this section
Strategy
a. Describe the climate-related risks and opportunities the
organisation has identified over the short, medium, and long term
See ‘Summary of climate-related risks and opportunities’ in
this section
b. Describe the impact of climate-related risks and opportunities on
the organisation’s businesses, strategy, and financial planning
See ‘Realising the climate opportunity as part of our core
business strategy’ in this section
c. Describe the resilience of the organisation’s strategy, taking into
consideration different climate-related scenarios, including a 2°C or
lower scenario
See ‘Lessons learned from scenario analysis’
in this section
Risk management
a. Describe the organisation’s processes for identifying and assessing
climate-related risks
See ‘Integrating climate risk into risk management’
in this section
b. Describe the organisation’s processes for managing climate-
related risks
See ‘Risk identification and assessment processes’
in this section
c. Describe how processes for identifying, assessing, and managing
climate-related risks are integrated into the organisation’s overall
risk management
See ‘Risk management processes’ in this section
Metrics and Targets
a. Disclose the metrics used by the organisation to assess climate-
related risks and opportunities in line with its strategy and risk
management process
See ‘Measuring what matters’ in this section
b. Disclose Scope 1, Scope 2, and, if appropriate, Scope 3 greenhouse
gas (GHG) emissions, and the related risks
See ‘Operational footprint’ in ESG section on pages 34-35
c. Describe the targets used by the organisation to manage climate-
related risks and opportunities and performance against targets
See ‘AVEVA’s ESG framework and goals at a glance’ on
page 31 and ‘Operational footprint’ in ESG section on
pages 34-35
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Ensuring accountability and responsibility
for climate-related risks and opportunities
Our commitment to a sustainable future is a shared one, with
responsibility for ESG starting with our Board of Directors (Board),
cascading down to our executive leadership and across to various
business units and functions (see page 83 in Governance Report
for an overview of AVEVA’s corporate governance structure).
AVEVA’s Executive ESG Committee brings together the members
of the company’s Executive Leadership Team that have a key role
to play in our management of climate-related issues. Members
include AVEVA’s Chief Executive Officer, Chief Financial Officer,
Chief People Officer, Chief Strategy and Transformation Officer,
Chief Technology Officer and Chief Sustainability Officer. The group
meets at least six times a year and as regularly as needed to set
strategy and review progress. The VP of Sustainability, who is
responsible for driving the day-to-day operations of AVEVA’s
sustainability strategy, serves as the committee’s secretary,
planning the agenda for committee meetings, organising
presenters, facilitating meeting discussions and coordinating
follow-up actions. AVEVA’s carbon footprint, sustainability
solutions and approach to climate risk management are all topics
the Executive ESG Committee discussed in FY22.
In addition to reporting to the Board twice a year, the Chief
Sustainability Officer provides a quarterly report to the Executive
Risk Committee (ERC) on climate-related risks and mitigations
plans which fall under our broader sustainability risk category. The
ERC in turn reports to the Audit Committee and the full Board twice
per year on AVEVA’s full suite of risks.
We will continue to monitor the effectiveness of our climate
governance model as our strategy evolves. We will also look for
opportunities to expand the climate expertise of those involved, to
help us continuously improve our ability to identify, assess and
manage climate-related risks and opportunities.
Our Board and management play a
key role in AVEVA’s climate action
strategy and have oversight of the
management of climate-related risks
and opportunities.
FY22 action highlights
Executive ESG Committee
• Aligned on AVEVA’s level of ambition with regard to
setting science-based climate targets
• Reviewed renewable energy procurement plans and
set the direction for AVEVA’s associated level of
ambition
• Discussed strategies to support the growth of
sustainability-related solutions
Board of Directors
• Supported the strategy of moving forward with a
near-term science-based target and long-term,
net-zero commitment, to be validated by the
Science-Based Targets Initiative
• Approved an ESG KPI as part of the Executive
Director remuneration plans for FY22 inclusive of an
emissions reduction target, which was also
cascaded to the Executive Leadership Team
• Set the expectations that AVEVA be prepared to
report on climate-related risks and opportunities in
the annual report and demonstrate full alignment
with TCFD recommendations
TCFD CONTINUED
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Lessons learned from scenario analysis
Scenario analysis allows us to develop an understanding of how
various combinations of climate-related risks, both transition and
physical risks, may affect our business, strategies and financial
performance over time. To facilitate a shared understanding with
our stakeholders, AVEVA conducted a transition analysis in FY22
using scenarios from the World Energy Outlook 2021 (WEO-2021)
developed by the International Energy Agency (IEA). The three
scenarios we modelled drew from: i) the Net-Zero Emissions by
2050 Scenario (NZE); ii) the Announced Pledges Scenario (APS);
and iii) the Stated Policies Scenario (STEPS). We also selected
these scenarios based on their granularity and because of their
wide-ranging scope, which aligns with the broad range of
industries and geographies we serve. We used a consistent time
horizon of 2050 for each.
In the table on the next page, we have provided a high-level
summary of the business impacts we would expect to see under
these three scenarios. We plan to continue to use the outputs of
this analysis to monitor what path the world is on and what
strategic actions to take across our business. This includes
investments we should make in the management of our people and
our portfolio to further strengthen our resilience.
As a knowledge-based company, we believe that we are most
strongly positioned for growth when our workforce can operate in
an environment that supports their health and wellbeing. We also
see our portfolio management approach enabling significant
revenue growth under all three modelled assumptions, with a
successful net-zero transition by 2050 yielding the strongest
results. This successful transition does not come without risks.
Electricity systems will have to become more cyber-resilient in a
future where all businesses are increasingly reliant on the electrical
grid. However, given AVEVA’s experience managing our own
digital security, we are well-positioned to monitor these risks and
put in place safeguards, such as choosing suppliers that have
strong business continuity practices and plans. Overall, we remain
confident that our deep expertise in developing software for energy
and material efficiency, combined with our agile organisational
culture, will enable us to be flexible in response to the pace of
transition change ahead.
We recognise scenario analysis is intended to be a dynamic
process. As the availability of information grows over time, we will
look to integrate more data into our scenario analysis and deepen
integration with our risk assessment process more broadly.
Realising the climate opportunity as part of our
core business strategy
At AVEVA we have been collaborating with our customers to
optimise sustainable outcomes for decades. AVEVA’s software
solutions help customers digitalise and realise energy efficiency,
circularity, traceability and resilience. We believe our software is
part of the technology enablers that can support the transition to a
low-carbon future, and we are committed to understanding the
short-, medium-, and long-term impacts of the energy transition on
our own business.
The table on page 66 describes the primary climate-related risks
and opportunities we have identified for AVEVA and sets out our
management response to each one. AVEVA defines a time horizon
of up to five years as short-term, a time horizon of above five and
up to ten years as medium-term, and a time horizon above ten
years and up to 30 years as long-term. These time frames have
been chosen taking into account the models already used by our
Corporate Strategy and Risk/Internal Audit teams, as well as the
recognition that climate change is an issue that spans decades.
As we are a technology company, transition risks represent the
most material climate-related threat and opportunity for our
organisation. Since our core business includes the development
and enhancement of our low-carbon software solutions that
enable energy and material efficiency, climate-related risk and
opportunity has shaped our portfolio strategy for many years. For
example, business unit leaders have been explicitly including
climate and broader sustainability factors as part of their plans to
improve our offerings set since FY20. For the past two budget
planning cycles, sustainability impact, which includes the ability to
support customer decarbonisation and the realisation of net-zero
ambitions, has also been used as a criterion for investment
decisions. Most recently, we reviewed our FY23-25 corporate
strategy to ensure it fully reflected opportunities in emerging
markets related to the energy transition and the growing low-
carbon transition needs of our customers.
Physical risks from climate change currently have a low impact on
AVEVA’s operations, strategy and financial planning. However, we
understand that under different future scenarios this may change,
and we will continue to monitor signposts identified as part of our
climate scenario exercise.
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TCFD CONTINUED
Scenario
parameters
and
assumptions
Net-zero transformation
Middle of road
Business as usual
Primary scenario
source
IEA World Energy Outlook 2021 Net Zero
Emissions Scenario (NZE)
IEA World Energy Outlook 2021 Announced
Policies Scenario (APS)
IEA World Energy Outlook 2021 Stated
Policies Scenario (STEPS)
Warming by
2050
1.5°C
1.8°C
2.0°C
Scenario
description
Global temperature rise limited to 1.5 °C and
other energy-related Sustainable
Development Goals achieved as a result of
global cooperation on achieving net-zero
emissions; an orderly transition across the
energy sector; and the effective uptake of all
the available technologies and emissions
reduction options, guided by market and
country conditions.
Low-emission sources account for most
power generation capacity additions, with
coal consumption peaking and solar PV and
wind nearing 500 gigawatts (GW) by 2030.
Rapid growth in electric vehicle sales and
continued improvements in fuel efficiency
leads to peak oil demand around 2025. Global
energy demand plateaus after 2030 due to
efficiency gains.
Pace of change across power sector sufficient
to realise a gradual decline in sector’s
emissions even as global electricity demand
nearly doubles to 2050. Progress largely
offset by growth in emissions from
hard-to-abate industries, including cement,
steel and heavy-duty transport, with strong
demand coming from emerging markets and
developing economies.
Regulatory
environment
Highly regulated; ambitious, net-zero
commitments achieved at most levels
Government commitments, including current
Nationally determined contributions, achieved
Current policy settings; not all stated
commitments achieved
Rising share of
renewables
Over 60% of power generation in 2030
Over 45% of power generation in 2030
Over 40% of power generation in 2030
Evolution of
industrial sector
Rapid and extensive electrification and
digitalisation of global industry; successful
pre-2030 deployments of industrial CCUS,
electric trucks, clean shipping fuels, green/blue
hydrogen
Electrification and energy efficiency reduce
global industry emissions, but progress on
material efficiency lags; more gradual
scale-up of industrial CCUS, clean hydrogen
and advanced biofuels
Beyond clean electrification, progress across
industries and geographies is uneven;
low-carbon liquids and gases fail to become
mainstream in energy-intensive sectors in
emerging markets
Business impacts
Productivity
Improvements in levels of air pollution around
the world have the potential to enhance the
health and wellbeing of our global workforce,
contributing to their ability to add value and
innovate without health restrictions or
additional levels of stress.
Rising air pollution levels, especially in emerging markets and developing economies, may have
serious health effects, impacting the ability of our knowledge-based workforce to continue to
design, innovate and work without restrictions or additional levels of stress.
Business
continuity
Interruptions of service attributed to volatility
in energy markets or cybersecurity issues as a
result of reliance on the electrical grid are
possible. Interruption would most likely be
realised through changes in the stability and
security of electricity supply to our cloud and/
or data center providers, although all current
partners have resiliency strategies.
In addition to cyber security risks, physical impacts of climate change could potentially cause
damage to our cloud or data centre providers’ physical assets, interrupting delivery of service of
our software solutions. AVEVA is continuing to engage with these suppliers on their low-carbon
transition plans to understand these risks better. Given our global remote working culture and
capabilities, it is anticipated that AVEVA’s own workforce would be able to continue to provide
reliable services, assuming ongoing internet connectivity.
Portfolio
management
Agility in modifying existing solutions to better
support customers and take advantage of
new market opportunities related to clean
energy innovation will be critical; readiness to
grow capabilities through partnership and/or
acquisition to keep pace with fast rates of
innovation.
Ongoing R&D to support the accelerated
development and deployment of clean energy
innovation technologies alongside our existing
portfolio will be important, including
investment in hydrogen electrolysers,
advanced biofuels, new CCUS approaches
and advanced batteries.
AVEVA’s existing portfolio is well-positioned
to meet the growing needs of global industry
to improve energy efficiency and transition to
low-carbon energy sources; our partner
ecosystem further extends our capabilities,
including for customers focused on
electrification.
Customers and
markets
Customers are expected to require advanced
software to accelerate decarbonisation across
their entire value chain, including through
achieving improved energy and material
efficiency and transitioning to new clean
energy technologies. Demand expected to be
especially high in Asia and other economies
undergoing high rates of development.
Customers are expected to continue to require
digital solutions to improve energy efficiency
and facilitate fuel switching to low-carbon
energy sources. Demand for hydrogen-based
fuels and fossil fuels with CCUS likely to be
more concentrated in the European Union and
countries leveraging an industrial cluster
model.
Customers are more likely to be affected by
the physical impacts of climate change and
are expected to continue to digitalise
operations in pursuit of greater resiliency, as
well as energy/cost savings. A high degree of
engagement to meet customers in the various
stages of their low-carbon transitions will be
critical, as the rate of transition may be more
varied.
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Integrating climate risk into risk management
AVEVA has an established multi-disciplinary company-wide risk
management approach, and we believe that the most impactful
way to manage climate-related risks and opportunities is to
integrate these efforts into the existing processes as much as
possible. In FY22, we expanded on our existing integration work by
conducting a comprehensive climate-related risk and opportunity
identification and assessment exercise using TCFD criteria for the
first time, as summarised in the graphic on the next page.
Risk identification and assessment processes
As part of the identification process, we first screened our
operations and value chain for all climate-related risks and
opportunities that are outlined in the TCFD recommendations.
For each risk and opportunity, we conducted a series of internal
stakeholder interviews and conversations with functional owners
and subject matter experts in order to evaluate the possible
exposure of impact, likelihood of the frequency in which the risks
or opportunities may occur. More than 40 stakeholders from across
the company participated in this risk identification exercise, which
was coordinated by a core working team with representatives
from Sustainability, Risk/Internal Audit, Corporate Strategy,
Portfolio and Finance. As part of this exercise, we validated the
time horizons for each issue. We also captured the mitigation
methods and realisation strategies already underway as part
of AVEVA’s management response and qualitatively assessed
their effectiveness.
Risk management processes
To maximise effectiveness, we aligned risk identification criteria
and management processes for AVEVA’s climate-related risks and
opportunities to AVEVA’s Enterprise Risk Management (ERM)
practice as much as possible. Notably, we shared the full register of
climate-related risks and opportunities prepared in FY22 with the
Executive Risk Committee (ERC) for validation. The identified risk/
opportunity owners in the register are responsible for the ongoing
management of their issues. This includes ensuring that mitigation
and/or realisation strategies are effective and reporting
performance against relevant KPIs. As the owner of the
overarching sustainability risk category, the Chief Sustainability
Officer is responsible for quarterly reports on progress to the ERC
and for ensuring the level of net risk exposure remains aligned to
the risk appetite that has been set by the Board.
AVEVA’s climate-related risk management is continually evolving
as we improve the tools and expand the resources available to
enhance our understanding of the linkages between climate, our
business and operations and our customers. The TCFD approach
has provided a useful framework to help us build out a
comprehensive risk register for sustainability that incorporates
climate-related risks. In alignment with the ERM cycle, we plan
to update any changes to the risk descriptions, impacts, time
horizons and likelihoods quarterly, using feedback from the
individual risk owners.
Measuring what matters
AVEVA recognises that metrics and targets are key to
effective management of material climate-related risks and
opportunities. We have measured our carbon footprint as a
business, set ambitious targets to reduce it and are actively
tracking our decarbonisation progress (see ‘Non-financial
measures’ in Key Performance Indicators on page 27 and
‘Operational footprint’ in ESG section on pages 34-35).
Separately, we have also committed to develop a customer
saved and avoided emissions baseline and target, sometimes
referred to as Scope 4 (see ‘AVEVA’s ESG framework and
goals at a glance’ on page 31).
As part of ongoing efforts to integrate our climate-related
risks and opportunities into our existing ERM process, we
expect that over time we will expand on the metrics we use
to assess progress and will look to update our TFCD
disclosures accordingly.
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TCFD CONTINUED
Risks
Type
Physical (acute and chronic)
Policy and legal
Technology
Risk rating
Driver
• Increased severity of extreme
weather events
• Changes in precipitation patterns
and extreme variability in weather
patterns
• Carbon pricing
• GHG reporting obligations
• Transitioning to lower-emissions
technology / product substitution
• Unsuccessful technology
investments
Description
Increased severe and extreme
weather events may cause disruption
events or damage to our facilities and
increase passed-through insurance
premiums from our landlords.
Increased frequency of extreme
events and changes in climate and
weather patterns can affect the
physical safety and security of our
employees and our data centre
infrastructure, which we rely on for the
delivery of our services.
Regulation and/or pricing of
greenhouse gas (GHG) emissions,
energy and fuel costs and national
energy policy could increase expenses
related to our data centres, real estate
operations, business travel and
supplier pricing.
Enhanced emissions-reporting
obligations may raise our expenses
associated with GHG tracking,
ongoing reporting and verification
activities.
Customers may choose to substitute
AVEVA products and services with
lower emissions options (including
switching to hybrid/cloud).
New low-carbon/climate-related
technology capabilities (via internal
development, partnerships or M&A)
may not be well-received by the
market.
Probability
Possible
Likely
Possible
Impacts
Increased expenses
Increased expenses
Decreased revenues
Time horizon
S M L
S M
S M L
Management
response
AVEVA maintains comprehensive
insurance coverage and is developing
a crisis management operational plan
that will include climate
considerations. Business continuity is
a priority for our global IT, and in
parallel, we continue to migrate IT
infrastructure to low-carbon cloud
and co-located data centres.
AVEVA is committed to science-
based emissions reduction targets
and is investing in energy efficiency
across our global real estate facilities.
We also actively track and participate
in industry ESG benchmarks, while
continuing to monitor new reporting
legislation and global carbon prices.
AVEVA has set aggressive SaaS
targets, and we are accelerating
cloud/hybrid offers with low-carbon
providers. As a technology company,
we leverage an incremental delivery
model for our software that allows for
customer validation or adjustment to
new features/products. All software is
developed based on market
information, and we leverage
partnerships to help mitigate
innovation risk.
Summary of AVEVA climate-related risks and opportunities
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Opportunities
Reputation
Market
Products and services
Markets
• Stigmatisation
• Increased stakeholder
concern
• Changing competitor behaviour
• Uncertainty in market signals
• Competitor changes
• Leverage and expand
existing products to
accelerate low-carbon
transition
• Launch new products that
accelerate low-carbon
transition
• Growth and
diversification through
access to new markets
and industries
High exposure to carbon-
intensive industries may hurt
reputation and result in
divestment.
Failing (or perceived failure)
to take climate action may
damage our reputation.
Potential inability to fully support
customers with our current portfolio
as their business models shift away
from hydrocarbons and they seek
to accelerate their low-carbon
transition journeys.
Potential inability to target
low-carbon and emerging
industries/verticals in a timely
manner.
Potential loss of customers to
competitors including industrial
technology disruptors, hyperscalers
and/or new niche providers.
Energy transition and the
imperative for sustainable
economic growth increase
demand for AVEVA’s software,
including our core offers for
energy and material efficiency.
AVEVA launches new products
to support challenges customers
face as their business model
evolves from fossil to low-
carbon energy and in response
to higher expectation of ESG
management.
AVEVA penetrates and/or
grows presence in emerging
markets linked to the global
energy transition and need
for industries to decarbonise/
achieve low-carbon goals.
Possible
Almost certain
Likely
Possible
Decreased revenues
Decreased revenues
Increased revenues
Increased revenues
S M L
S M L
S M L
S M L
AVEVA is investing significantly
in our sustainability strategy
and programmes. We have
made a credible net-zero
commitment and actively
engage with our stakeholders
on our climate-related priorities
and performance. This includes
continuing to share examples of
how our solutions are helping
customers to decarbonise and
achieve their broader
sustainability ambitions. We
also have an industry
diversification strategy in place.
AVEVA has assigned a lead for
sustainability-related product
offerings. We leverage current
market and customer analysis to
inform our in-house development,
partnerships and M&A. Current
capabilities related to low-carbon
transition are shared through
go-to-market strategies, and we
are building towards a
sustainability solutions ecosystem.
Our shift towards a platform model
will strengthen AVEVA’s ability to
leverage co-opetition, partnerships
and compete against hyperscalers,
including on low-carbon
opportunities.
AVEVA continues to add new
product features to existing
offers to facilitate carbon
awareness and management
based on market trends and
customer engagement. We are
enhancing climate innovation
through sustainability
hackathons, accelerating the
development of climate-related
joint offers with partners and
deepening integration of
climate opportunities into
our M&A. Our SaaS offers
are delivered through low-
carbon cloud providers.
AVEVA’s go-to-market
campaigns include a focus
on our decarbonisation
capabilities and use cases to
show how our software
supports the global energy
transition. We are investing
in sustainability-focused
sales enablement with a
specific focus on climate-
related emerging markets
and low-carbon customer
needs. We are continuing to
extend into hybrid markets
via our distribution channel
and have a broader industry
sales diversification strategy
in place.
Time horizon:
S
Short-term: 0-5 years
M
Medium-term: 5-10 years
L
Long-term: 10-30 years
Risk rating:
Low
Medium
High
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
NON-FINANCIAL INFORMATION STATEMENT
Non-financial information statement
Focus area
Policies and disclosures
Further reading
Environmental
Greenhouse gas emissions data
Page 35
Our handprint and footprint
Pages 32-37
Employees
Diversity & inclusion
Pages 40-41
Employee wellbeing
Pages 38-39, 91
Values and culture
Pages 7, 38-41, 74
Social matters
AVEVA Action for Good
Page 45
Group gender diversity
Page 41
Board gender and ethnic diversity
Page 81
Human rights
Anti-slavery and human trafficking policy
Our full anti-slavery and human trafficking statement
is available on our website at aveva.com
Data protection policy
Our data protection policy is available on our website at
aveva.com
Anti-bribery & corruption
Anti-bribery and corruption policy
Page 36
Our AVEVA, Speak Up portal is available for any
AVEVA employees and third parties to report
suspected wrongdoing relating to AVEVA. This is
available on our website at aveva.com
Please also see our
Sustainability Progress
Report for more information
on our technology
handprint, operational
footprint and inclusive
culture.
Non-financial key
performance indicators
The key metrics in measuring our
non-financial performance.
Pages 26-27
Management of principal
risks and uncertainties
Our key risks and how they are mitigated.
Pages 54-62
Business model
How we create value for our stakeholders.
Page 20-21
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VIABILITY STATEMENT
Viability statement and going concern
Assessment process
The Group assesses its prospects primarily through its five-year
strategic planning cycle and budgeting process. This process is led
by the Executive Directors, with responsibility for business functions
and the regions delegated to the appropriate senior management.
The Board reviews the business plans and annual budget each
year to determine whether the plans continue to be appropriate in
the light of market conditions and industry changes.
In line with the Group’s strategic planning cycle, the Directors have
assessed the Group’s prospects and viability over a five-year
period. The Directors determined five years to be an appropriate
time horizon, aligned to the period covered by the Group’s business
planning cycle.
Scenario modelling
As part of the assessment process, management perform stress tests upon the five-year plan using several severe but plausible scenarios.
To complete this exercise, the principal risks as laid out on pages 56-61 are reviewed, and their impact upon the long-term viability of the
Group considered. Additionally, management complete reverse stress testing, to determine the revenue reduction required to breach
financial covenants.
Link to principal risks Scenario
1. OSIsoft integration
Risk 1: Talent
Risk 4: Integration
Risk 7: Product security
Description
The Group’s acquisition of OSIsoft does not generate management’s anticipated revenue and cost
synergies. The Group is unable to retain key OSIsoft talent, and OSIsoft products suffer security issues.
Assumptions applied
Revenue: decline due to not achieving remaining revenue synergy targets.
Cost: increase due to not achieving remaining synergy targets, paying a salary premium to retain OSIsoft
talent or attract replacement employees, and one-off costs associated with mitigating actions over product
security breaches.
2. Cloud transition
Risk 1: Talent
Risk 2: SaaS subscription
Risk 7: Product security
Description
The Group’s transition to a subscription business model does not create anticipated revenue uplifts.
The Group is unable to attract or retain key talent required to complete the transition successfully, and
products hosted by third parties suffer security and hosting issues requiring mitigating action.
Assumptions applied
Revenue: revenue declines as only a portion of the assumed revenue uplift from a subscription business
model is achieved.
Cost: R&D cost increases as the Group pays a premium to attract employees with the required skills and to
address previously unidentified issues in cloud-hosted products. One-off costs associated with mitigating
actions over product security breaches are paid.
3. Geopolitical upheaval
Risk 3: Sustainability
Risk 6: Dependency on
energy sector
Risk 9: Regulatory
compliance
Description
UK and US sanctions are expanded to other markets, resulting in the Group being unable to trade in certain
locations. These sanctions bring forward an energy transition in western markets; longer-term oil and gas
capex projects become unviable in favour of renewables. The Group’s products do not fit the needs of this
enlarged renewables market, and additional R&D is required.
Assumptions applied
Revenue: decline due to ceasing to trade in certain locations, and a reduction in capex projects which the
Group is unable to supplement with renewables projects in the short term.
Cost: increase in FY24 and FY25 as the Group pulls forward R&D expenditure to address the shift
to renewables.
Debt facilities and covenants
At 31 March 2022, the Group has cash and cash equivalents of
£279.3 million and access to two debt facilities, both of which
expire within the five-year assessment period:
• a term loan of £685.1 million at 31 March 2022, with a
termination date of 19 March 2024; and
• an undrawn £250.0 million RCF, with a maturity date of
25 February 2025 and a one-year extension option subject to
lender approval.
Under these facilities, the Group is subject to financial covenants
relating to interest cover and leverage.
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
Link to principal risks Scenario
Reverse stress case
Description
A scenario modelling the decline in revenue required to either:
• be in breach of the Group’s financial covenants; or
• to eliminate all headroom under the Group’s existing debt facilities.
Assumptions applied
Revenue: A consistent annual percentage decrease in revenue
Cost: Unaffected
Results
The reduction in revenue from the going concern base case required to result in either a breach of the
Group’s financial covenants or to eliminate headroom under the Group’s debt facilities is:
Financial year of breach
Revenue reduction from base case
FY23
18.7%
FY24
18.2%
For FY25 to FY27, a fixed revenue decline from the base case to create a covenant breach within that
financial year creates an earlier covenant breach in FY24.
This reverse stress testing has highlighted that such scenarios would require a substantial deterioration in
both customer retention and new customer acquisition, which considerably exceed other viability scenarios.
For all scenarios other than the reverse stress case, the Group does
not breach financial covenants. However, for all scenarios the
Group will have insufficient cash and cash equivalents to clear the
term loan as it becomes due in March 2024. The Group would be
able to draw down on the RCF to clear the term loan and would
generate sufficient cash before the RCF maturity date in February
2025 to repay the drawn down balance.
These scenarios also do not include potential mitigating actions
that could be taken, such as:
• reducing, cancelling or deferring dividend payments;
• reducing discretionary operating costs;
• making prepayments on the term loan, to minimise interest
expense; or
• initiating discussions regarding the arrangement of additional
financing.
The Directors have identified the following factors which support
their assessment, including:
• operating in diverse industries, increasingly so with the
acquisition of OSIsoft;
• expertise in many specific areas, including integration and
cloud business;
• products deliver capex certainty and opex reduction for
customers and thus deliver meaningful efficiency in
downturn environments;
• an extensive global presence provides mitigation from
over-reliance on key geographic markets;
• strong cost control mechanisms; and
• an RCF of £250.0 million and considerable headroom in cash
balances for the majority of the viability period.
In making this statement, the Directors have also made the
following assumptions:
• there will be increased diversification and strength of product
offering into non-cyclical markets;
• there will be strong leverage for increased opportunities via the
Schneider Electric relationship;
• the Group has a strong reputation, an established customer
base and an established portfolio of products; and
• the Group will retain necessary skills, leadership and experience
throughout the assessment period.
Confirmation of long-term viability
Based on this assessment, the Directors have considered the
Group’s current position and principal risks and have a reasonable
expectation that the Group will be able to continue in operation and
meet its liabilities as they fall due over the five-year period to
31 March 2027.
VIABILITY STATEMENT CONTINUED
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Going concern statement
In adopting the going concern basis for preparing the financial
statements, the Directors have considered the business activities
and the Group’s principal risks and uncertainties in the context of
the current operating environment. This includes possible ongoing
impacts upon the Group of the global Covid-19 pandemic and
economic sanctions following the Russian invasion of Ukraine, and
reviews of liquidity and covenant forecasts.
At 31 March 2022, the Group held external debt in the form of a
£685.1 million (US$900 million) term loan, due for repayment in
March 2024. The Group has access to a £250.0 million Revolving
Credit Facility (RCF), of which nil was drawn down at 31 March
2022. This facility is due for renewal in February 2025, with a
one-year extension option subject to lender approval. See note
21 on page 170 for further details.
To support the going concern conclusion, the Group has developed several working capital financial models covering the period from the
signing of the financial statements to 30 September 2023. The specific scenarios modelled are:
Scenario
Outcome
Base case
Based upon the Group’s most recent Board-approved forecasts to
31 March 2027. These are the same forecasts used in the Group’s
viability statement and VIU model for impairment testing purposes.
The Group is not in breach of any financial covenants and is not
required to draw down on the RCF. The Group is able to meet all
forecasted obligations as they fall due.
Sensitised
A severe downside scenario, including reducing revenue (10% from
the base case), and introducing delays in cash collection (10%
increase from the base case).
Reverse stress case
A scenario created to model the circumstances required to breach the
Group’s credit facilities within the going concern period. This includes
reducing revenue (18% decrease from the base case) and delays in
cash collection (10-day increase in debtor days from the base case).
This resulted in a covenant breach at the end of the going concern
period. Management believes the possibility of this combination of
severe downsides arising to be remote, and that there are numerous
mitigating actions which could be taken to avoid a covenant breach.
The impacts of these mitigating actions were not considered in the
scenario modelling.
Should extreme downside scenarios occur, there are several mitigating actions the Group could take to avoid covenant breaches to maintain
liquidity headroom under existing debt facilities. These include cancellation or deferral of dividend payments and reductions in other
discretionary spending costs.
The financial statements for the year ended 31 March 2022 have therefore been prepared under the going concern basis of accounting.
This Strategic Report has been approved by the Board of Directors and is signed on its behalf by:
Philip Aiken AM
Chairman
7 June 2022
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GOVERNANCE
FINANCIAL STATEMENTS
STRATEGIC REPORT
CORPORATE GOVERNANCE REPORT
Chairman’s introduction
to Governance
Good corporate governance provides
a solid base for a healthy organisational
culture, effective strategic leadership,
and decision making that take into
account various stakeholder views
and interests.
I am pleased to present the
Governance Report for 2022. This has
been a noteworthy year for the Board.
We continued to adapt the way we
operate as a Board to accommodate
local Covid-19 restrictions and the
challenging macro environment. The
Board has also dedicated significant
time to the development of AVEVA’s
purpose, strategy and culture following
the OSIsoft acquisition.
Engagement
The Board was delighted to resume its annual two-day board
meeting at our Lake Forest office in California. This provided the
opportunity for most of the Directors to be together again and to
meet with employees at all levels of the organisation including our
new colleagues from the OSIsoft business. The Board had been
conducting its meetings virtually since March 2020 and so it was a
delight to recommence partial physical attendance for some
directors in the second half of 2021, including an in-person meeting
for many in October 2021.
Culture
Good governance and a commitment to operating with integrity is
central to our culture at all levels and in all parts of our business.
The environment in which we operate evolves continuously,
shaped by emerging trends in customer behaviours and
expectations, shifts in regulatory and legal requirements and
changing attitudes towards the role of large companies in society.
Our internal culture evolves accordingly as we seek to ensure that
the way in which we work conforms to our many stakeholders’
highest expectations. This is especially significant as we continue
to bring two corporate cultures together and realise the expected
synergies. The Board and Executive Leadership Team (ELT) are
critical in setting the tone of the organisation and play a key role in
embedding our culture throughout the Group, in order to ensure
that AVEVA’s reputation is protected effectively. We were
delighted to see the ground up work on visions and values
proposed by employees and recommended by management,
which we enthusiastically welcomed. During the year our CEO,
with support from the Board, led several culture initiatives.
Board and leadership changes
It is essential to ensure that the composition of the Board reflects
AVEVA’s strategic priorities and that it provides a variety of
informed insights to determine the appropriate approach to the
management of risk. Each of the Directors brings a particular
perspective to every discussion, shaped by their backgrounds in a
number of industries and roles over many years. For biographical
information on our Board members, please see pages 78 to 81. The
Board made several appointments during the year to strengthen Its
capabilities.
As included in last year’s annual report, Peter Herweck was
seconded from Schneider Electric, at the request of the Board,
to take up the role of AVEVA’s CEO effective from 1 May 2021.
In accordance with the terms of the Relationship Agreement
between the Company and Schneider Electric (the Relationship
Agreement), Schneider Electric appointed Hilary Maxson to the
Board and the Nomination and Governance Committee. Hilary
brings a wealth of experience to the Board from both Schneider
and also Anglo-American where she is a Non-Executive Director.
Please see page 129 to 130 for further detail on the terms of the
Relationship Agreement.
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During the year, we were pleased to welcome Dr. Ayesha Khanna
to the Board as an independent Non-Executive Director and
member of the Remuneration Committee. Ayesha is a highly
experienced business leader with extensive technology and
innovation expertise.
On 20 April 2022 we announced that Jennifer Allerton will not seek
re-election at this year’s AGM after nine years of service. On behalf
of the Board, I would like to express my sincerest thanks to Jennifer
for her leadership of the Remuneration Committee and invaluable
contribution to the Board.
We are delighted to welcome Anne Stevens to the Board
as an independent Non-Executive Director and member of the
Remuneration and Audit Committees, effective 1 May 2022.
At the conclusion of the 2022 AGM, Anne will become the Chair of
the Remuneration Committee. Anne brings a wealth of boardroom
experience spanning a number of industrial sectors, including
acting as chair of a remuneration committee and a distinguished
executive career, along with strong leadership skills and broad
international business experience.
From 1 March 2022, James Kidd, AVEVA’s Deputy CEO and CFO,
became AVEVA’s Chief Strategy and Transformation Officer.
James remains on the Board as one of the two Executive Directors.
The role of Chief Financial Officer was assumed by Brian
DiBenedetto, a member of AVEVA’s Executive Leadership Team,
effective 1 April 2022. Brian has made a valued contribution
to AVEVA’s finance function during James’ recent period of
compassionate leave, having transferred from Schneider Electric.
Brian is not a member of the Board.
Following discussion by the Board, Dr. Kennedy’s employment
agreement has been extended for one year. He will remain as
Chairman Emeritus, which is not a Board position, and will continue
to support the integration of the AVEVA and OSIsoft businesses.
The Board has taken into consideration the recommendations set
out in the Hampton-Alexander Review and following the above
changes we exceed the 33% target at 40%.
Governance and the Board
As a Board we aim to focus on those aspects of governance that
contribute most to the success of the Company: the development of
a strategy with attractive value-creation potential, having the right
people and processes for its successful implementation, monitoring
progress against plan, and managing risk in an ever more volatile
external environment.
During the year the Board spent time considering whether
AVEVA’s governance structure is aligned to current strategy,
our growth and current regulatory demands. It was decided
to increase the Board’s oversight of ESG topics, and we have
amended the Remuneration Committee Terms of Reference
to include oversight of ESG targets. We also transformed and
changed the name of the Nomination Committee to the Nomination
and Governance Committee to oversee the bulk of our ESG
responsibilities. Our Matters Reserved for the Board and Terms
of Reference can be found at https://investors.aveva.com.
The Board undertakes an annual review of its own and its
Committees’ performance and effectiveness, with the last
externally facilitated evaluation being carried out in 2020 in line
with the Code. This year, we conducted an internal evaluation of
our performance and further details on the process, outcomes and
actions of the evaluation can be found on page 93. I am pleased
to report that the overall conclusion of this year’s review is that the
Board and Committees continue to be effective and function well,
but we will allow time during our Board deliberations to address
actions stemming from the evaluation.
I would like to thank my fellow Board members, the ELT and
all our colleagues at every level of AVEVA for their support,
commitment and contribution during what has been another
year of change and challenges. We will maintain our focus on
the effective management of risk and on compliance with the high
standards of corporate governance across the Group to support
the delivery of our long-term sustainable success.
Philip Aiken AM
Chairman
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STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Compliance with the UK Corporate Governance Code
The Board is committed to the principles of corporate governance (the ‘Principles’) as set out in the Financial Reporting Council (FRC) 2018
UK Corporate Governance Code (the ‘2018 Code’). The 2018 Code can be found on the FRC’s website at www.frc.org.uk.
An explanation of how the Company has applied the Principles set out in the 2018 Code is given below, with cross-references to the relevant
sections of this report where more information can be found:
1. Board leadership and Company purpose
Effective Board
75
Governance framework and Board resources
83
Stakeholder engagement
87
Workforce policies and practices
91
2. Division of responsibilities
Board roles
84
Independence
91
External commitments and conflicts of interest
91
Key activities of the Board in 2022
88
3. Composition, succession and evaluation
Nomination and Governance Committee Report
93
Appointments to the Board
94
Board skills, experience and knowledge
78
Annual Board evaluation
93
4. Audit, risk and internal control
Audit Committee Report
96
External Auditor & Internal audit
97
Review of the 2022 Annual Report
98
Internal financial controls
97
Risk management
97
5. Remuneration
Remuneration Report
102
Linking remuneration with purpose and strategy
112
Report of the Remuneration Committee
102
Summary of Remuneration Policy
104
Statement of compliance
CORPORATE GOVERNANCE REPORT CONTINUED
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The Board considers that the Company has complied with the Provisions of the 2018 Code throughout the year save for certain exceptions
as set out below.
2018 Code Provision
Explanation of non-compliance
Rationale for decision
Composition, Succession and
Evaluation – Provision 17
The board should establish a nomination
committee to lead the process for appointments,
ensure plans are in place for orderly succession
to both the board and senior management
positions, and oversee the development of a
diverse pipeline for succession. A majority of
members of the committee should be
independent Non-Executive Directors. The chair
of the board should not chair the committee
when it is dealing with the appointment of their
successor.
As the independence of the Chairman is excluded,
the Company’s Nomination and Governance
Committee’s membership has not comprised the
required majority during the year as only two out of
its four members were independent. In accordance
with the Relationship Agreement with Schneider
Electric, Peter Herweck was, prior to his
appointment as Chief Executive Officer, the
Committee’s Schneider Electric-appointed member
and consequently a non-independent Director on
the Nomination and Governance Committee.
Following his appointment as CEO on 1 May 2021,
Peter Herweck resigned from the Nomination and
Governance Committee and Schneider Electric
nominated Hilary Maxson to be appointed as a
member of the Board and the Nomination and
Governance Committee. Hilary Maxson is an
experienced executive and brings significant
breadth of knowledge and skill to the Board and the
Nomination and Governance Committee.
Although the lack of a majority of independent Directors
on the Nomination and Governance Committee could
reduce scope for challenge to the Committee’s decision
making, this risk is mitigated by the fact that only two of
the Committee members are not independent, which
means that a decision of at least one other independent
Director is always required. While the relationship
agreement remains in place with Schneider Electric, it is
foreseen that departure from the Code will endure.
Please see page 91 for further detail on the
independence of Directors and how we manage
conflicts of interest.
Composition, Succession and
Evaluation – Provision 19
The chair should not remain in post beyond nine
years from the date of their first appointment to
the board. To facilitate effective succession
planning and the development of a diverse
board, this period can be extended for a limited
time, particularly in those cases where the chair
was an existing Non-Executive Director on
appointment. A clear explanation should be
provided.
After careful consideration, the Directors requested
that Philip Aiken remains Chairman for a further
year beyond AVEVA’s 2022 AGM, which will extend
his tenure beyond nine years from the date of
appointment.
Philip continues to provide exceptional leadership, which
is particularly valuable as we complete the successful
integration of OSIsoft and embed the foundations to
support the next phase of subscription-led growth.
As explained in the Prospectus related to the OSIsoft
acquisition, the Board identified stability and continuity
as key drivers for the future success of the enlarged
Group. Our Senior Independent Director ensures there is
a balance of responsibility at the top of the Company.
The Chairman will therefore stand for re-election at this
year’s AGM.
Please see page 94 of the Nomination and Governance
Committee Report for further details on the Chairman’s
tenure.
Remuneration – Provision 32
The board should establish a remuneration
committee of independent non-executive
directors, with a minimum membership of three,
or in the case of smaller companies, two. In
addition, the chair of the board can only be a
member if they were independent on
appointment and cannot chair the committee.
Before appointment as chair of the remuneration
committee, the appointee should have served on
a remuneration committee for at least
12 months.
The presence on the Committee of Olivier Blum,
appointed by Schneider Electric in accordance with
the Relationship Agreement, means the Committee
is not constituted in the way the Provision
prescribes.
The Board does not consider that Olivier’s presence on
the Remuneration Committee hinders the Committee’s
ability to make independent decisions, and is in the best
interests of the Company. Olivier’s senior executive,
strategic and operational roles in HR and remuneration
bolster the effectiveness of the Committee, which values
his insight and technical expertise. Again, while the
Relationship Agreement remains in place with Schneider
Electric, it is foreseen that this departure from the Code
will endure.
Please see page 91 for further detail on the
independence of Directors and how conflicts
of interest are managed.
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STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Board of Directors
Philip Aiken
Chairman
Tenure: 10 years and 1 month
Appointed: 1 May 2012
Nationality: Australian
(Chair of Nomination and Governance
Committee)
Skills and experience
Philip has over 50 years of experience in
industry and commerce. From 1997 to
2006 he was President of BHP Petroleum
and then Group President of Energy of
BHP Billiton.
Philip has been Managing Director of BOC/
CIG, Chief Executive of BTR Nylex,
Chairman of Robert Walters plc and
Balfour Beatty plc, and Senior Independent
Director of Kazakhmys plc and Essar
Energy plc. Other previous roles include:
Director of National Grid plc, Chairman of
Gammon Construction, Senior Advisor of
Macquarie Bank (Europe), Director of
Miclyn Express Offshore and Essar Oil
(India), and Chairman of the 2004 World
Energy Congress. He has served on the
Boards of the Governor of Guangdong
International Council, World Energy
Council and Monash Mt Eliza Business
School. He was made a Member of the
Order of Australia (AM) in 2013 for his
services to Anglo-Australian business
relations. Philip’s executive experience
across a range of companies and sectors
brings a wide perspective to Board
discussions. His experience is valued by
the Board in promoting high standards of
corporate governance.
Current external appointments
• Non-Executive Director of Newcrest
Mining Limited
• Non-Executive Director of New Energy
One Acquisition Corporation plc
Peter Herweck
Chief Executive Officer
Tenure: 4 years 3 months
Appointed: 1 Mar 2018
Nationality: German
Skills and experience
Peter joined AVEVA as Chief Executive
Officer in May 2021 from Schneider
Electric, where he led their global Industrial
automation business and was Vice
Chairman of the AVEVA Board of
Directors.
Peter started his career as Software
Development Engineer with Mitsubishi in
Japan, later joining Siemens, where he held
several executive positions in factory and
process automation, along with leading
corporate strategy as Chief Strategy
Officer. In 2016 he was appointed to the
Executive Committee of Schneider Electric,
leading the Industrial Automation and the
Industrial Software business, which he
merged into AVEVA in 2018. He has a
global and extensive executive and senior
management background in Germany,
China, the US, France, Switzerland, and
Japan.
Current external appointments
• Non-Executive Director of the
supervisory Board of Rudolph GmbH
• Non-Executive Director of Teradyne, Inc
James Kidd
Chief Strategy and Transformation
Officer
Tenure: 11 years 5 months
Appointed: 1 Jan 2011
Nationality: British
Skills and experience
James is a Chartered Accountant and
joined AVEVA in 2004. Prior to his
appointment to the Board, James held
several senior finance roles within the
AVEVA Group and was Head of Finance
from 2006 until 2011, when he was
appointed CFO. James was Chief
Executive Officer from January 2017 to
February 2018, leading the merger with
the Schneider Electric industrial software
business before being appointed Deputy
CEO and Chief Financial Officer of the
enlarged AVEVA Group. James was
appointed Chief Strategy and
Transformation Officer on 1 March 2022.
Prior to joining AVEVA, James worked for
Arthur Andersen and Deloitte, serving
technology clients in both transactional
and audit engagements.
Current external appointments
• None
CORPORATE GOVERNANCE REPORT CONTINUED
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Christopher Humphrey
Senior Independent Non-Executive
Director
Tenure: 5 years 11 months
Appointed: 8 Jul 2016
Nationality: British
(Chair of Audit Committee and Member of
Nomination and Governance Committee)
Skills and experience
Chris is a qualified accountant with over
25 years of experience managing
engineering and technology companies.
From 2008 until 2015 he was Group Chief
Executive Officer of Anite plc, after having
joined Anite in 2003 as Group Finance
Director. Prior to this, he was Group
Finance Director at Critchley Group plc and
held senior positions in finance at Conoco
and Eurotherm International plc.
Chris’s significant background in
accounting and corporate finance brings
useful skills to the Board, which is
especially relevant to his position as Chair
of the Audit Committee.
Current external appointments
• Senior Independent Director and
Chairman of the Audit Committee of
Vitec Group plc
• Non-Executive Chairman of Eckoh plc
Jennifer Allerton
Independent Non-Executive
Director
Tenure: 8 years 11 months
Appointed: 9 Jul 2013
Nationality: British and Swiss
(Chair of Remuneration Committee and
Member of Audit Committee until 15 July
2022)
Skills and experience
Jennifer has more than 40 years of
experience in technology, working in
multinational companies in the UK, the US,
Brazil, Asia and Switzerland. Notably, she
was a member of the Pharma Executive
Committee and Chief Information Officer
of F. Hoffmann-La Roche, with
responsibility for IT strategy and
operations for the Pharma division
and all Group IT operations. She has
been a Non-Executive Director of Oxford
Instruments plc and Paysafe plc.
Current external appointments
• Non-Executive Director of Iron
Mountain Inc.
• Non-Executive Director of Sandvik AB.
• Non-Executive Director of Barclays
Bank Ireland plc
Olivier Blum
Non-Executive Director
Tenure: 2 years 1 month
Appointed: 30 April 2020
Nationality: French
(Member of Remuneration Committee)
Skills and experience
As Executive Vice President of Schneider
Electric’s Energy Management business,
Olivier is responsible for the entire Energy
Management portfolio of world-leading
technologies, software and services.
Olivier is an active promoter of
sustainability and ‘Electricity 4.0’ as the
fastest route to a net zero world that is
more electric and more digital.
Olivier has been a member of the
Executive Committee since 2014. In his
previous role as Chief Strategy &
Sustainability Officer, Olivier led the
development of corporate strategy,
mergers & acquisitions, sustainability and
quality. Prior to that, Olivier led Schneider’s
people strategy as Chief Human
Resources Officer between 2014
and 2020.
Olivier began his career at Schneider
Electric in 1993 in his home country of
France. He has been living and working in
Asia for the last two decades. Olivier
brings substantial international experience
and perspective to the Board, in addition
to his expertise in people and HR roles and
corporate strategy.
Current external appointments
• None
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Paula Dowdy
Independent Non-Executive
Director
Tenure: 3 years 4 months
Appointed: 1 Feb 2019
Nationality: American and British
(Member of Remuneration Committee)
Skills and experience
Paula is the Senior Vice President &
General Manager EMEA for Illumina Inc.,
the global leader in DNA sequencing and
array-based technologies. Prior to her
appointment to Illumina in 2016, Paula
worked for Cisco in a variety of senior
sales, services and strategy roles, notably
as Senior Vice President for Cloud,
Software and Managed Services. Paula
also led the integration of the analytics
and automation software acquisitions into
the larger Cisco sales force and was a
Board observer for one of Cisco’s
investments.
Paula brings experience in a variety of
roles at leading technology companies
(including senior management positions)
as well as experience in leading the
integration of businesses in the software
industry.
Current external appointments
• None
Dr. Ayesha Khanna
Independent Non-Executive
Director
Tenure: 7 months
Appointed: 28 Oct 2021
Nationality: Singaporean
(Member of Remuneration Committee)
Skills and experience
Ayesha is Co-Founder and CEO of ADDO
AI, an artificial intelligence solutions firm
and incubator. She has been a strategic
advisor on artificial intelligence and smart
cities to leading corporations and
governments. Ayesha also serves on the
Board of Infocomm Media Development
Authority (IMDA), the Singapore
government’s agency that develops and
regulates its world-class technology
sector. Ayesha was named one of
Southeast Asia’s groundbreaking female
entrepreneurs in 2018 by Forbes. She is
also founder of 21st Century Girls, a charity
that teaches girls coding and artificial
intelligence.
Prior to founding ADDO AI, Ayesha spent
more than a decade on Wall Street
developing large-scale trading, risk
management and data analytics systems.
Ayesha brings experience advising leading
corporations and governments on artificial
intelligence and smart cities as well as a
significant depth of technology and
industry knowledge.
Current external appointments
• Director of Infocomm Media
Development Authority (IMDA)
Singapore
• Director of Sport Singapore
• Director of Ngee Ann Polytechnic
• Director of NEOM Tech & Digital
Hilary Maxson
Non-Executive Director
Tenure: 10 months
Appointed: 1 Aug 2021
Nationality: American
(Member of Nomination and
Governance Committee)
Skills and experience
Hilary joined Schneider Electric in 2017
as SVP and CFO of the Building and IT
business unit, based in Hong Kong. She
was subsequently appointed SVP & CFO
of the Group’s newly formed Energy
Management business unit in 2019,
relocating to Paris. Energy Management is
the Group’s largest business unit with more
than 75% of its revenues, and management
of its low- and medium-voltage businesses
as well as secure power.
Prior to joining Schneider Electric, Hilary
held a variety of finance and business
development positions across the globe
primarily in the power and utilities industry.
She started her career at Bank of America
and Citigroup, in New York, and then
joined the AES Corporation where she
spent 12 years, penultimately as CFO of
Africa and then CFO of Asia, preceded by
Managing Director of M&A and other
senior positions.
On 23 April 2020, Hilary was appointed
EVP & Group CFO for Schneider Electric
and became a Member of its Executive
Committee. She is currently located in
Paris, France. Hilary’s international
experience in the power and energy
industries, as well as her background in
corporate development roles in financial
services, will benefit the Board’s
discussions.
Current external appointments
• Non-Executive Director of
Anglo American plc
CORPORATE GOVERNANCE REPORT CONTINUED
Board of Directors continued
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Ron Mobed
Independent Non-Executive
Director
Tenure: 5 years 3 months
Appointed: 1 Mar 2017
Nationality: British
(Member of Nomination and Governance
Committee and Audit Committee)
Skills and experience
Ron has a broad range of global executive
experience in digital information
businesses across a number of sectors
and regions. From 2012 until 2019,
he was Chief Executive Officer of the
Elsevier business of RELX plc, prior to
which he held executive positions with
Cengage Learning, IHS and Schlumberger.
Ron has a broad base of experience
in corporate executive roles which is
valuable in supporting strategic Board
discussions.
Current external appointments
• Supervisory Board Member
of Fugro N.V.
• Non-Executive Chairman
of Robert Walters plc
Anne Stevens
Independent Non-Executive
Director
Tenure: 1 month
Appointed: 1 May 2022
Nationality: American
(Member of Audit Committee
and Remuneration Committee)
Skills and experience
Anne brings strong leadership skills and
broad international business experience
including a wealth of commercial expertise
in North, Central and South America.
Until April 2022, Anne was an
independent Non-Executive Director and
Chair of the Remuneration Committee of
Anglo American plc.
Anne was Chief Executive of GKN until
April 2018 having previously been an
Independent Non-Executive Director. Anne
has held a number of executive positions
including Chairman and CEO of SA IT
Services, Chairman and CEO of Carpenter
Technology Corporation and COO for the
Americas at Ford Motor Company. Her
early career was spent at Exxon
Corporation, where she held roles in
engineering, product development, and
sales and marketing.
Current external appointments
• Non-Executive Director of Aston Martin
Lagonda Global Holdings plc
• Non-Executive Director of Harbour
Energy plc
Directors who served during
the year
Craig Hayman stepped down from the
Board on 7 July 2021
Board gender (%)1
Board ethnicity (%)1
Board tenure (%)1
0 – 3 years
Female
White
Male
Asian/Asian British
7 – 9 years
4 – 6 years
+10 years
Board independence (%)1
Chairman
Independent
Non-Executive
Non-Executive Director
Executive Director
50
20
10
20
30
20
40
10
40
60
80
20
1.
All charts reflect the Board as at 31 March 2022
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GOVERNANCE
Led this year by the CEO, we reviewed our purpose, mission
and vision this year in view of the enlarged organisation and to
reflect the development of our business and to align to our
culture (Page 38). These were developed with the collective
voice of the company, incorporating input from focus groups
from a cross-section of employees, and the views of the
Strategic Leadership Team, and our long-term strategy.
Board leadership, purpose and culture
Purpose – the why
Values – the how
Culture – how we
work together
The Board is responsible for setting the Company’s purpose and values
and ensuring that these are aligned with the Group’s culture. Our purpose,
‘We spark industrial ingenuity’, sits alongside our mission, ‘connecting people
with trusted information and insights’ and vision ‘to drive responsible use
of the world’s resources.’
Having a clear purpose, mission and vision gives employees a sense of belief
and determination and a common goal. This supports a strong culture, which
drives performance across the business in terms of financial and non-financial
value. Our purpose is therefore at the heart of Board discussions and is central
when we discuss and review our business model and our competitive
advantage, business performance and progress towards strategic goals,
and the concerns and requirements of our various stakeholders.
Our values help guide our people in their daily activities and support our
behavioural framework. They show that how we do things is just as important
as what we do, and describe the behaviours we encourage all employees to
adopt, to best serve the interests of our broader workforce and business,
customers, investors and other key stakeholders. At AVEVA, we conduct
ourselves with honesty and integrity, and it is our values that provide the code
that sets us apart, makes us who we are, and guides everything we do.
We present our values of Impact, Aspiration, Curiosity, and Trust on page 7.
We work hard to create a culture and an environment that allows everyone
to thrive, working together effectively and safely, and treating each other fairly
and with respect, to contribute to the growth of the organisation. The Board
gains valuable insight and feedback from the Executive Directors in respect of
the culture and behaviour across the Group. Please refer to our Sustainability
Progress Report (www.aveva.com/en/about/sustainability/esg-reporting/2022-
Sustainability-Progress-Report) for more information on our culture initiatives
and how these align with our purpose and values.
CORPORATE GOVERNANCE REPORT CONTINUED
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Our governance structure
AVEVA has a clear corporate governance framework which provides clear lines of
accountability and responsibility.
Nomination and
Governance
Committee
Reviews Board
composition, succession
planning and ESG
Executive Risk
Committee
Implements risk
management and
developing the Group
risk register
Audit
Committee
Monitors and oversees
risk management and
control
Executive ESG
Committee
Supports the Company’s
ongoing commitment
to ESG
Remuneration
Committee
Reviews Board and
senior management
remuneration, including
in relation to ESG targets
Executive Quarterly
Business Review
Reviews Company
progress and strategy
Disclosure
Committee
Determines whether
information should be
disclosed to the market
Executive Leadership Team
Management Committee chaired by the
CEO, setting Group strategy and steering
the operational performance of the Group
Board
Provides strategic
leadership to
the Group
Chief Executive
Responsible for running
the business and setting
and executing the
group strategy
Governance at a glance
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GOVERNANCE
Individual Board members have clearly defined roles and responsibilities but share
collective responsibility for the long-term sustainable success of the Company.
The roles and responsibilities of the Board, its Committees, Chairman and the CEO are available and regularly reviewed. The Board is
assisted by the Nomination and Governance, Remuneration and Audit Committees. Certain powers have been delegated to these
Committees, and each Committee has its own Terms of Reference, which can be found at investors.aveva.com. Some decisions are,
however, sufficiently material that they can only be made by the Board as a whole. The Board also maintains a list of Matters Reserved
for the Board which can be viewed at investors.aveva.com. When necessary, the Board may delegate very specific matters to ad hoc
subcommittees with a clearly defined remit and for a limited period.
Role
Responsibilities
Chairman
Philip Aiken
Philip’s primary responsibility is to lead and direct the Board and to facilitate effective
communication between Board members and senior management. He creates focused agendas to
guide deliberations and to ensure that sufficient time is spent on considering stakeholder interests in
all decision making. He creates a culture of openness to promote efficient discussion, challenge and
debate in the boardroom.
Chief Executive Officer
Craig Hayman (to 1 May 2021)
Peter Herweck (from 1 May 2021)
Peter is responsible for developing, proposing and implementing Company strategy, managing
day-to-day operations and leading the ELT. He takes the lead in engaging with all our various
stakeholders and providing regular feedback to the Board, not only on stakeholder views but on all
matters affecting the business.
Senior Independent NED
Christopher Humphrey
Christopher acts as a sounding board for the Chairman and as an intermediary for the other
Directors and shareholders. He is available to address shareholders’ concerns that have not been
resolved through the usual channels of communication. He also meets with all Non-Executive
Directors (without the Chairman present) on an annual basis to lead the review of the Chairman’s
performance.
Chief Strategy and
Transformation Officer
James Kidd
James works closely with Peter to drive forward implementation of strategy and lead our
transformation projects. The role focuses on driving both organic and inorganic growth initiatives.
Independent Non-Executive
Directors
Jennifer Allerton
Paula Dowdy
Ron Mobed
Christopher Humphrey
Dr. Ayesha Khanna
(from 28 October 2021)
With their diverse range of backgrounds, skills, knowledge and expertise, our independent NEDs
provide constructive challenge during deliberations, offer strategic guidance to the Board and are
proactive in providing their different perspectives. They take responsibility for monitoring the
performance of Executive Directors and achievement of agreed objectives.
Non-Executive Directors
Olivier Blum
Hilary Maxson (from 1 August
2021)
Peter Herweck (to 1 May 2021)
As appointees of Schneider Electric, our majority shareholder, and as per the Relationship
Agreement, Hilary and Olivier add unique and valuable insight and challenge to Board proceedings.
With appropriate management of conflicts, they can constructively scrutinise the performance
of management in meeting agreed goals and objectives, which adds an extra layer of challenge
to that of the independent Non-Executive Directors. In addition, they bring deep insights from their
strong experience.
Company Secretary
Helen Lamprell
(from 1 November 2021)
Helen was appointed General Counsel and Company Secretary on 1 November 2021. She assists
the Chairman with meeting preparation and the induction of new Board members, and provides
corporate governance guidance and advice to the Board, including supporting the Board with the
policies, processes, information, time and resources it needs in order to function effectively and
efficiently. Helen also ensures robust governance practices throughout the Company.
Division of responsibilities
CORPORATE GOVERNANCE REPORT CONTINUED
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Shareholders
The CEO, CFO and Chief Strategy and Transformation
Officer ensure that they regularly engage with investors
and feedback is provided to the Board as a whole.
During the year, the Non-Executive Directors engaged
with investors, and the Chairman and the Chair of the
Remuneration Committee spoke with key shareholders
to enable the Board to obtain a clear understanding on
their views, which have taken these into consideration
in Board decisions.
OSIsoft integration
The Executive Directors provide regular updates to the
Board on the progress made in integrating the OSIsoft
business into the Group. Overviews include cost
synergies, revenue synergies, culture and employee
matters and feedback from investors, employees and
other stakeholders. The Board also received information
on new organisation designs for the various functions
across the business. A number of Board members were
able to receive first-hand information and gauge the
progress of integration when they visited the office in
San Leandro, California during the year. The Board
supported the identification and appointment of new
ELT members to support the growth and strategic
direction of the Company.
Culture
The Board receives regular updates from the CEO on
culture initiatives, especially around the enablement of a
culture of inclusivity, wellbeing and opportunity for our
employees and communities. Further updates include
details of the employee engagement survey results,
cultural awareness initiatives, key new hires and
developments relating to Diversity, Equity and Inclusion.
By way of example, the employee engagement survey
was useful in drawing out employees’ views on the
culture of the Company.
Other culture-related Board-monitoring initiatives from
the year included:
• an annual update by the Company Secretary on the
results of the Corporate Ethics training programme
and Corporate Ethics policy amendments; and
• updates from the Audit Committee Chair on our
Speak Up programme.
For further information on our culture please see pages
38-41, and our Sustainability Progress Report.
Keeping the Board informed
The Chairman, with the assistance
of the Company Secretary, ensures
that the Board receives accurate,
timely and clear information.
Each Director is issued with an agenda, briefing papers
and comprehensive operating and financial management
reports for the period under review, seven days before any
Board or Committee meeting. The Company Secretary attends
all Board and Committee meetings, and all Directors have access
to her advice and, if necessary, to independent professional advice
at the Company’s expense to assist with the discharge of their
responsibilities as Directors. All Directors are provided with a
rolling schedule of proposed meeting dates. Any Director who is
unable to attend a meeting is invited to provide views to the
Chairman ahead of that meeting, having reviewed the agenda,
briefing papers and management information. Following each
Board meeting, an actions schedule is prepared for follow-up and
discussion at the next meeting, along with the preparation of
formal minutes, which are circulated and submitted for approval at
the next meeting. The Board’s ability to make sound decisions for
the organisation is reliant on the clear and timely information
provided by our senior leaders on a wide variety of topics.
Applied governance
Membership and attendance
Director
Board
meetings
(scheduled)
Board
meetings
(ad-hoc)
Nomination
and
Governance
Committee
Audit
Committee
Remuneration
Committee
Philip Aiken
6(6)
3(4)
5(5)
N/A
N/A
Peter
Herweck1
6(6)
4(4)
1(1)
N/A
N/A
James Kidd2
5(6)
2(4)
N/A
N/A
N/A
Christopher
Humphrey
6(6)
4(4)
5(5)
4(4)
N/A
Jennifer
Allerton
6(6)
2(4)
N/A
4(4)
7(7)
Oliver Blum
6(6)
1(4)
N/A
N/A
7(7)
Paula Dowdy
6(6)
1(4)
N/A
N/A
6(7)
Dr. Ayesha
Khanna3
3(3)
0(2)
N/A
N/A
3(3)
Hilary
Maxson4
4(4)
0(2)
3(3)
N/A
N/A
Ron Mobed5
6(6)
1(4)
5(5)
4(4)
4(4)
Craig
Hayman7
1(1)
0(2)
N/A
N/A
N/A
1.
Peter Herweck was appointed as CEO effective 1 May 2021 and resigned as a member
of the Nomination and Governance Committee on 1 May 2021.
2.
James Kidd became AVEVA’s Chief Strategy and Transformation Officer on
1 March 2022. James remains on the Board as one of the two Executive Directors.
3.
Dr. Ayesha Khanna was appointed as an independent Non-Executive Director on
28 October 2021 and became a member of the Remuneration Committee on
27 January 2022.
4.
Hilary Maxson was appointed as Non-Executive Director and a member of the
Nomination and Governance Committee on 1 August 2021.
5.
Ron Mobed resigned as a member of the Remuneration Committee on 27 January 2022.
6.
Anne Stevens was appointed as an independent Non-Executive Director on 1 May 2022.
7.
As disclosed in last year’s Annual Report, Craig Hayman stepped down from the Board
following the 2021 AGM.
Non-attendance at meetings was due to unavoidable prior commitments and some meetings
being called at short notice.
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GOVERNANCE
CORPORATE GOVERNANCE REPORT CONTINUED
Applied governance continued
ESG
The Chief Marketing Officer and Chief Sustainability
Officer keeps the Board informed on sustainability and
broader ESG matters. The Company’s broad
sustainability initiatives support delivering on the
Company’s purpose, as set out on page 7.
Discussion points during the year included the
outcomes of our ESG materiality assessment, a review
of our sustainability strategy and FY22 focus initiatives,
efforts to accelerate AVEVA’s sustainability offerings,
as well as an end-of-year progress update on our FY22
objectives and results. A dedicated Diversity, Equity and
Inclusion session was also held and a deep dive on
climate matters shared. The latter included a review of
our carbon footprint, science-based targets, renewable
energy commitments and broader strategies to support
achieving net zero. The Board was proud to support
AVEVA’s first public environmental and social pledges,
announced during our Capital Markets Day, and
publication of our first Sustainability Report which
covered our technology handprint, operational footprint
and inclusive culture. In addition, the Nomination
Committee was redesignated as the Nomination and
Governance Committee to ensure satisfactory oversight
of its ESG responsibilities.
Feedback has been very positive on the increase to
three for the number of days employees can commit to
community work under the AVEVA Action for Good
programme.
The Board will continue its semi-annual formal reviews
of ESG initiatives and the evaluation of choices around
making pledges and setting goals.
For further information on our work on ESG topics please see
pages 30 to 41.
Succession planning
There is a clear need to ensure that there is an
appropriate pool of talented and capable individuals to
fill senior roles and support delivery of AVEVA’s
strategic objectives. A succession planning process has
been established across the Group to facilitate this,
which is reviewed twice a year. Each business and
corporate function prepares and maintains succession
plans with the support of local and Group HR and with
input from the ELT. The Board continually reviews
succession planning and once again had a deep dive
session on succession planning across the Group.
Please see page 94 for succession planning in relation
to the Board.
Governance and the role of the Company
Secretary
The Company Secretary is responsible for keeping the
Board and Committees informed about the corporate
governance landscape. During the year the Board
re-evaluated its governance framework in view of its
increasing ESG responsibilities. The Board therefore
decided to expand the Nomination Committee to
become the Nomination and Governance Committee.
As part of its annual review of constitutional documents
the Board updated its Matters Reserved for the Board
and the Remuneration and Nomination and
Governance Committee Terms of Reference to include
ESG responsibilities.
AVEVA runs a series of initiatives aiming to support
high-quality governance, including:
• an external corporate legal advisor supports the
Audit Committee’s review of forthcoming corporate
governance changes that will affect the Committee;
• a specialist remuneration advisor keeps the
Remuneration Committee fully informed about the
remuneration landscape, market expectations and
the requirements of the Code;
• the Board undertakes annual training, led by the
Company Secretary, on the responsibilities of
directors; and
• the Company Secretary leads an annual review of
constitutional documents, Matters Reserved for the
Board and Committee Terms of Reference.
Stakeholders
The Board recognises the importance of maintaining
open dialogue with its various stakeholders. The Board
directly and indirectly engages with the Group’s key
stakeholders so that it can understand their interests
and take these into account in its decision-making. This
includes regular dialogue with shareholders and
engagement with employees.
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Considering stakeholders in principal decisions
• The Board is also clear on its legal duty to act in good faith, to promote the success of the Group for the benefit of shareholders and to
have regard to the interests of our stakeholders. These include: the likely consequences of any decisions we make in the long term;
the interests of employees; the need to foster the relationships we have with all our stakeholders; the impact of our operations on the
community and the environment; and the need to maintain the highest standards of business conduct and to act fairly between
stakeholders. Please see page 47 in relation to how the Board has considered its duty pursuant to section 172 of the Companies
Act 2006.
• The Board engages with and is advised of stakeholder views, in a number of different ways. These include regular business reviews,
updates from the Chief People Officer on employee matters, employee engagement survey results, updates on investor feedback and
share register activity from the Investor Relations team, and customer updates. Detailed below are examples of matters discussed
during the year and the stakeholders considered by the Board:
Topic
Stakeholders considered
Process
Outcome
Continued
Covid-19
pandemic
response
• Shareholders
• Employees
• Customers
• Community
• Government
Consideration was given to:
• how we could maintain our services
to customers during the crisis;
• how we could keep our
workforce safe;
• the impact of these decisions on our
ability to deliver our strategic plans
and returns for shareholders.
Extended home working arrangements
where necessary.
Kept strategic plans under review.
Approved interim and final dividend.
Recommended before final dividend
(board cannot approve the final dividend).
External
business and
political
environment
• Employees
• Customers
• Communities
• Shareholders
Reviewed:
• updates on the jurisdictions in which
AVEVA operates including following
the invasion of Ukraine.
Ensured robust risk management and controls.
Reviewed potential risks and mitigations.
ELT tasked with keeping employees informed on
external environment affecting their work and
resources for support and information.
ESG targets
and
sustainability
• Communities
• Employees
• Government
Reviewed:
• the impact of our operations on the
environment and communities;
• current government regulations and
targets;
• our reputation from a shareholder
and employee perspective.
Endorsed targets set out during Capital Markets Day.
Endorsed first Sustainability Report.
Increased Action for Good leave to three days per year.
Revised and approved new Committee Terms of
Reference and Matters Reserved to include
ESG responsibilities.
Board
composition
and
succession
plans
• Employees
• Shareholders
• Communities
Considered:
• strengthening capabilities and skills
on the Board and Committees;
• Directors’ tenure, external
commitments, conflicts of interests
and succession planning;
• wider organisational
succession plans.
Appointed three new Non-Executive Directors including
new Remuneration Committee Chair to enhance Board
skills. Extended Chairman appointment. Extended
Chairman Emeritus appointment. Regular review of
management of talent pipeline and diversity targets.
Financial
results
• Employees,
• Shareholders
Reviewed:
• CFO, Audit Committee Chair
and Auditor reports;
• shareholder feedback.
Approved trading updates, interim and recommend
final dividend.
Discussed and agreed the five year-plan.
Culture
• Employees
Reviewed and considered:
• existing workforce engagement
practices; and
• Executive Directors’ office visits to
global locations to speak to
employees.
Outcome/follow-up action arising from the engagement
surveys.
Deeper understanding of local business operations,
strengths and challenges, with discussion by the Board
and follow-up action
Review of the new purpose, mission and vision.
Increased focus on the Speak Up programme and
employee reporting metrics.
Please see pages 42 to 46 for detailed discussion of our stakeholder engagement activities.
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GOVERNANCE
The Board provides clear leadership to the Group in order to promote the long-term
success of the business whilst ensuring the Group has an appropriate risk and
control framework, adequate resources and appropriate values and standards to
deliver its strategy. The Board regularly discusses strategic topics and addresses
short-, medium- and long-term issues. The agenda for each Board meeting includes
a number of regular and important items, including reports from the Chief Executive
Officer, the Chief Strategy and Transformation Officer, the Chief Financial Officer,
other Executive Committee members and each Committee Chair. The table below
sets out a non-exhaustive list of the key areas of focus for the Board’s activities and
topics discussed during the year for the Group taken as a whole:
Board activities
Financial reporting and controls
Stakeholders considered
• Reviewed monthly reports on performance against budget
and forecast.
• Reviewed the five-year business plan.
• Reviewed and approved half- and full-year results
and announcements.
• Assessed whether the Annual Report and Accounts were
‘fair, balanced and understandable’.
• Approved the 2022 Annual Report and Accounts.
• Reviewed dividend policy and approved payment of an interim
dividend and agreed to recommend payment of a final dividend.
• Reviewed and renewed the Group’s financing agreements.
• Reviewed and approved the budget for FY23.
• Considered the Company’s continued response to the Covid-19
pandemic, including any necessary revisions to financial plans
for the year ahead, capital allocation and the internal
control framework.
• Held a dedicated risk management session which included
reviews of principal risks, emerging risks and risk appetites.
• Considered updates from the Executive Risk Committee (ERC)
presented by the Audit Committee Chair.
• Reviewed the Company’s taxation strategy.
Key to Stakeholder groups and Partners
Investors
Customers
Employees
Communities
Strategy and management
Stakeholders considered
• Held detailed strategy sessions throughout the year to further
develop future strategy.
• Received presentations from senior management on risks and
opportunities, both strategic and otherwise.
• Reviewed and approved various material investments/
transactions.
• Received internal and external presentations on the wider
market.
• Reviewed the progress made on the Company’s transition to
subscription and cloud revenue streams, with a focus on
increasing Annualised Recurring Revenue (ARR).
Covid-19
Stakeholders considered
• Received updates on arrangements for key annual events of the
Company which had to be cancelled, postponed or moved to a
virtual environment due to Covid-19.
• Actively monitored Covid-19 developments in order to make
timely decisions concerning employee safety and mental
wellbeing, customer requirements and welfare of other
stakeholders such as suppliers.
• Received updates on employee engagements such as the
quarterly CEO ‘all hands’ calls, which include comprehensive
updates on business performance and also office and work
from home arrangements.
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Investor relations
Stakeholders considered
• Reviewed investor feedback on half- and full-year results,
trading updates and outcomes from investor roadshows.
• Reviewed the 2021 AGM proxy voting figures and the investor
landscape for the year ahead.
• Reviewed and approved the 2022 AGM Notice of Meeting.
• Approved inaugural Sustainability Report.
Integration and transformation
Stakeholders considered
• Regularly discussed updates on integration and transformation
projects.
• Considered transformation planning in view of ongoing
Covid-19 restrictions and risk framework.
• Reviewed, considered and approved culture initiatives and new
purpose, mission and vision in light of OSIsoft acquisition.
• Oversaw the comprehensive integration programme in relation
to the integration of the newly acquired PI Business.
Risk management and controls
Stakeholders considered
• Reviewed the effectiveness of internal control and risk
management systems.
• Reviewed the Company’s appetite for risk and approved the
principal risks and uncertainties affecting the business.
• Received regular updates from the Audit Committee in respect
of internal and external audit reviews.
• Approved the appointment of PwC as external auditor on the
recommendation of the Audit Committee.
• Reviewed results of employee engagement surveys in view of
the risk of employee attrition and the need for retention.
• Reviewed Speak Up reports.
Governance and reporting
Stakeholders considered
• Continued NED-only meetings at the end of each Board
meeting.
• Received updates on changes and potential changes in
regulations and assessed their impact, including ESG-related
regulations.
• Received updates from each of its Committees at each Board
meeting.
• Reviewed and approved the Group’s sustainability framework.
• Reviewed and approved the Board’s principal policies, including
the new Modern Slavery Statement.
• Reviewed and approved the Matters Reserved for the Board
and Committee Terms of Reference.
• Reviewed the Group’s governance structure to ensure it remains
fit for purpose in view of the enlarged Group and in light of the
growing importance of ESG-related matters.
• Reviewed, considered and updated potential conflicts of interest
at each meeting.
• Undertook an internal evaluation of its own performance and
that of its Committees and individual Directors.
• Discussed and reviewed management and Board
succession plans.
• Reviewed the fees for the Non-Executive Directors to ensure
that they remain competitive and appropriate.
For FY23 the Board will focus on the following priorities:
• completion of the integration of the OSIsoft group;
• continued transitions to subscription and cloud
revenue streams;
• ESG; and
• workforce engagement.
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The Board recognises that our employees are fundamental to our
business and specifically to the successful delivery of our strategic
ambitions. We can only continue as a long-term sustainable
business if we attract, retain and motivate high-potential
employees. This means being a responsible employer and listening
to employees. The Board considers the implications of decisions on
employees and the wider workforce, where relevant and feasible.
The Board and the ELT work closely together on workforce
engagement, regularly considering the best approach to take so as
to create a meaningful and regular dialogue.
The 2018 Code outlines three suggested workforce engagement
approaches (namely, a director appointed from the workforce, a
formal workforce advisory panel, or a designated Non-Executive
Director). Following an analysis of AVEVA’s application of the
Code, the Board continuously reviews, considers and discusses its
existing workforce engagement practices. The size and structure of
the business and the diversity of our employee base complicates
the feasibility of implementing any of the three specific workforce
engagement methods recommended in the 2018 Code and, as
such, none of the three suggested approaches have been
implemented. The Board therefore feels that the alternative chosen
method of direct engagement between the Board and the ELT and
our workforce (as set out below) is effective and ensures that the
employee voice is broadly reflected in the boardroom.
The Board is happy that with Covid-19 restrictions slowly coming
to an end in most jurisdictions where AVEVA’s employees are
based, it can continue to increase its direct engagements when the
Board and individual Directors visit our global offices. For most of
the year, due to restrictions, workforce engagement had to be
managed using other means and video-conference meetings have
been the preferred method. In addition to the routes to engagement
described below, Executive Directors and Non-Executive Directors
have sought opportunities to engage with employees on strategic
and key operational topics (as part of their ongoing initiatives).
Direct engagement
Direct engagement between the Board and workforce provides the
Board with insight into AVEVA’s culture and the opportunity to
gauge perspectives at different levels across the business. This is
especially important given the Board’s focus on bringing two
cultures together following the OSIsoft acquisition.
In January 2022, Dr Ayesha Khanna attended a virtual meeting
with the diversity, equity, inclusion and wellbeing (DEIW) network
in our EMEA region, where information was shared around local
information and planned activities, including a recent workshop
hosted by Companies for Good to help AVEVA leaders understand
the benefits of DEI to our organisation. A key target of the Board is
in raising awareness of its role on enhancing our global DEI&W
initiatives.
In March 2022, the Board held a two-day meeting in Lake Forest,
California and the Board’s activities included a townhall, meetings
with various function representatives, in-depth sales and R&D
presentations, a session on succession planning within the wider
organisation and a technology review. Following the Lake Forest
meetings, a number of Board members travelled to San Leandro,
California to meet with employees of the OSIsoft business. The
Board gained a deeper understanding of the local operations and
of the different processes and challenges the business
and its workforce faces during the integration phase.
The Board welcomes these opportunities to deepen its
understanding of how the Company’s purpose, strategy and values
are embedded in particular sites and countries. The benefits are
mutual: the Board obtains direct insight into local business
operations and projects as well as local strengths and challenges,
while our people have an opportunity to better understand the
Board and provide direct feedback on topics of importance to them,
their business or function and/or their location. This is also a helpful
method of engaging with high-potential and talented individuals in
an informal environment.
The Executive Directors travel to AVEVA office locations to keep in
touch with employees based across the globe and to understand
local challenges and opportunities first-hand. Feedback following
such office visits is provided to the Board and further actions are
taken if necessary.
The Board hopes to increase its number of meetings at our global
locations during the next year.
Engaging with our workforce
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ELT engagement
The ELT regularly engages with all employees through a range of
formal and informal channels, including via calls for all employees,
emails from the CEO and other ELT members, town halls, face-to-
face gatherings and online publications via our intranet which
encourage discussion and comment.
Surveys and all-employee calls
During the year, we carried out regular employee engagement
surveys to gauge views on the OSIsoft integration, culture, DEI
initiatives, Company culture and general workforce opinions on
what is working and what is not.
The Board considers the employee engagement surveys as its
principal tool to measure employee engagement, motivation,
affiliation and commitment to AVEVA. These surveys provide insight
into employee views and have a consistently high response rate
with more than 80% employee responses per survey. Please see
page 39 for further information on our employee engagement
surveys.
Quarterly all-employee calls are held during the year, led by the ELT,
and these are consistently attended by more than 4,000 employees
globally. Any questions raised during the calls are followed up with
answers being made available on the Company intranet. Topics
covered comprised overall business performance including financial
and economic factors influencing performance, updates on the
OSIsoft integration, technology updates, flexible working
arrangements, matters relating to sustainability initiatives and our
Action for Good programme. All materials used during calls are
made available to all employees following the call.
Employee wellbeing
Wellbeing is a key focus for us, as it is vital to our shared success
that we can support and nourish the health, personal growth and
wellbeing of every employee. The year featured several associated
initiatives including talks by well-known wellbeing experts and an
increase in resources for employees to access.
Keeping informed
During the year various ELT members and the CEO provided regular
all-employee newsletters and intranet updates on progress with the
OSIsoft integration, updates on the transformation programme, DEI,
wellbeing, our sustainability initiatives, major contract wins and
other topics relevant to all employees.
Concerns and grievances
The Audit Committee has oversight over whistleblowing, including
our Group-wide Speak Up programme, and provides regular reports
to the Board. AVEVA’s Speak Up reporting channels, which are
managed by an independent external third-party provider, and
procedures are available to all stakeholders and are not restricted to
employees only. Details of how any stakeholder can raise concerns,
with anonymity, are included on the Company’s website.
The Board is kept informed on incidents and on reporting levels and
remediation. These provide indicators of conduct risks and of the
strength of embedding and awareness of AVEVA policies, values
and business ethics, as well as employees’ comfort levels in raising
incidents. The Board believes that the Speak Up programme fosters
a caring organisation and encourages employees to come forward
to raise a concern in good faith.
Independence and conflicts of interest
The importance of independent judgement on the part of the Board
is a fundamental governance principle and one supported by the
Board. The Code provides examples of circumstances that it
considers are likely to impair, or could appear to impair, a Non-
Executive Director’s independence, and tenure is one of these.
Issues relating to tenure and independence that have been
considered during the past year relate to the independence of Dr.
Khanna, the tenure of the Chairman and the independence of the
Schneider Electric nominee Directors.
The Board considered an agreement which was disclosed to it by
Dr Khanna prior to its execution. As disclosed at the time of her
appointment, Dr. Khanna is the Co-Founder and CEO of ADDO AI
Pte Ltd (ADDO AI), an artificial intelligence solutions firm and
incubator. It was proposed that ADDO AI enter into an agreement
with the Company’s controlling shareholder, Schneider Electric,
whereby ADDO AI would provide HR service automation technology
to Schneider Electric. The Board considered the fact that the
agreement would not be material to either party and was on normal
commercial terms. The Board concluded that Dr. Khanna would
continue to be without conflict and independent in character and
judgement and without relationships or circumstances likely to
affect, or which could appear to affect, her judgement.
Chairman’s tenure
The Board believes that it is in the best interests of the Company
and our shareholders that the current Chairman oversees the
integration of the OSIsoft business to ensure the long-term success
of the Company. The strength of the Senior Independent Director
ensures there is a balance of responsibility at the top of the
Company. The Senior Independent Director, together with the rest of
the Board, therefore considers that Philip Aiken’s continuing
Chairmanship for a further year beyond AVEVA’s 2022 AGM will
benefit the Group during a period of expansion: it will ensure stability
and consistency in leadership at a time when we are embarking on
an integration plan to create a combined, stronger business and at a
time where there have been a number of changes in the leadership
of the organisation. See page 94 of the Nomination and Governance
Committee’s report for further information on the Chairman’s tenure.
Independent Non-Executive Directors
The Board has considered the recommendations of the Nomination
and Governance Committee in relation to assessing the
independence of Non-Executive Directors and determining the
balance of independence required for the Board and its Committees.
In accordance with Provision 10 of the 2018 Code, we consider
Christopher Humphrey, Jennifer Allerton, Ron Mobed, Paula Dowdy,
Dr. Ayesha Khanna and Anne Stevens to be independent in
character and judgement, and free from conflicting business or other
interests that could interfere with the exercise of their independent
judgement. In accordance with Provision 11 of the 2018 Code, the
five independent Non-Executive Directors comprise more than half
of the Board (excluding the Chairman who was deemed
independent on appointment only).
The Board, on the recommendation of the Nomination and
Governance Committee, reached this conclusion having considered
all relevant circumstances that are likely to impair, or could appear
to impair, independence, including the criteria set out in Provision 10
of the 2018 Code. When assessing the independence of Non-
Executive Directors, the Nomination and Governance Committee
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considers in making its recommendations whether or not a Director
has an interest, position, association or relationship which, when
judged from the perspective of a reasonable and informed third
party, is likely to influence unduly or cause bias in decision-making
in the best interests of the Company and its stakeholders. It was
concluded that none of the five independent Non-Executive
Directors or their immediate families have ever had a material
relationship with the Group, received additional remuneration apart
from Directors’ fees, participated in the Group’s share plans or
pension schemes, or serve as directors of any companies or
affiliates in which any other Director is a director.
Non-Executive Directors appointed by
Schneider Electric (SE)
During the past year, Olivier Blum and Hilary Maxson represented
the Company’s majority shareholder, Schneider Electric (SE).
As such, they are not considered independent within the meaning
of the 2018 Code. The Board has noted that Olivier and Hilary
continue to be independent of mind and will. They regularly
leverage their deep understanding and knowledge of AVEVA and
its core business. This enriches Board discussions, and they also
provide objective judgement and effective challenge to
management and the wider Board. Both Directors are aware of
their duty to exercise independent judgement and to promote the
success of the Company while taking all relevant factors and
stakeholder interests into account, not just those of SE.
The Board has established a formal protocol to ensure the
independence of Directors by governing any potential conflicts of
interest experienced by any Directors. Complying with the protocol,
Hilary Maxson and Olivier Blum stood and continue to stand aside
when matters in which they have an interest are discussed, as all
Directors do. We expect Directors to develop their own informed
view on the Company’s activities. In this regard, Olivier and Hilary
neither simply implemented demands nor represented SE as major
shareholders. In addition, they did not, and do not, seek to avoid
their responsibility to make independent decisions by relying solely
on the knowledge or judgement of their appointer.
The Board, under the leadership of the Chairman, and the
Nomination and Governance and Remuneration Committees, and
under the direction of the Chairs of those Committees, also uses a
range of conflict management tools to manage potential or actual
conflicts relevant to the SE-nominee Directors. These include
temporary separation or recusal from a relevant process or decision,
restriction of access to certain information, and sharing authority
through collective decision-making.
All Directors
In accordance with the Company’s Articles of Association and the
Companies Act, the Board can authorise any matter that would
otherwise result in a Director breaching his or her duty to avoid a
conflict of interest. The Board is responsible for determining whether
a Director is independent in character and judgement, and whether
any relationships or circumstances are likely to affect a Director’s
judgement or appear to do so. The Company Secretary maintains a
conflict register: a record of actual and potential conflicts, together
with any Board authorisation of the conflict. The authorisations are
for an indefinite period. The Board reserves the right to vary or
terminate these authorisations at any time.
The Board has adopted procedures to assist with managing
conflicts. As part of this process, the Board:
• considers each conflict situation separately according to the
particular situation;
• considers the conflict situation in conjunction with the Articles;
• keeps records of authorisations granted by Directors and the
scope of any approvals given; and
• regularly reviews conflict authorisations.
When they are appointed, all Directors are required to disclose any
other appointments or significant commitments. They must also
notify the Chairman and Company Secretary of any changes or
new appointments. The Board considers all external directorships
prior to appointment, reviewing any potential conflicts of interest
and time commitment for both Executive Directors and Non-
Executive Directors. The following external appointments were
approved during the year in line with this requirement:
• Philip Aiken’s appointment as a Non-Executive Director of New
Energy One Acquisition Corporation plc;
• Dr. Ayesha Khanna’s appointment as a Director of Infocomm
Media Development Authority (IMDA) Singapore, a Director of
Sport Singapore, a Director of Ngee Ann Polytechnic and a
Director of NEOM Tech & Digital;
• Hilary Maxson’s appointment as Executive Vice President, Group
Chief Financial Officer at Schneider Electric and as a Non-
Executive Director of Anglo American plc.
Prior to these appointments, the Board considered the time
required, including whether this would impact the Directors’ ability
to devote sufficient time to their current role. The Board considered
that the appointments, and related arrangements to manage
conflicts of interest, would not interfere with their roles with the
Company.
Our Board members share a deep sense of responsibility and in
practice Board members’ time commitment far exceeds the
minimum requirements set out in their letters of appointment,
particularly in the case of the Chairman of the Board and the Chairs
of Committees. In particular, all Non-Executive Directors regularly
have meetings with executive management to stay informed of all
Company matters.
Board induction and training
On joining the Company, each new Director participates in an
induction process which is organised by the Company Secretary.
The aim of the induction is to assist the Director to familiarise
themselves with key areas of the business and its culture, in
addition to the roles and responsibilities of the Board and each
member of the ELT, along with opportunities to visit and experience
the Group’s business operations. Each new Director is provided with
an induction pack containing general and specific information
relating to their role such as a schedule of meetings, copies of Board
minutes, terms of reference of the Committees and other
Committee-specific information, various policies and procedures,
and details of their duties and obligations as a Director of a listed
company. New Directors also spend time with individual Board
members, ELT members and the Company Secretary.
It is of key importance that Directors receive appropriate training
and development they require in order to discharge their duties
effectively and enhance their skills and knowledge. Training
opportunities are provided both internally and externally to assist
where Directors feel their skills or knowledge would benefit from
further development. During the year, the Board undertook renewed
and updated ethics training in line with the rest of the Company.
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Nomination and Governance Committee report
Philip Aiken AM
Nomination and Governance Committee Chair
As we are moving to a new phase of
growth, it is of vital importance that our
Board and Executive Leadership Team
have the right balance of diversity, skills,
experience and knowledge.
We are pleased to present our report on the Nomination and
Governance Committee’s activities for the past financial year,
focusing on the key highlights of the Committee’s work. Please refer
to our Terms of Reference at investors.aveva.com for a full overview
of the Committee’s responsibilities.
During the last year, the Committee focused on the following
key areas:
• the completion of an internal Board evaluation led by the
Chairman;
• the selection of three new Board members;
• the update of the Committee’s Terms of Reference to include
ESG oversight responsibilities; and
• succession planning.
Board evaluation
The Board engages an independent external evaluation provider
every three years to evaluate the performance of the Board and its
Committees. The last external evaluation was undertaken in 2020
by Better Boards. During FY22, an internal evaluation, led by the
Chairman with the support of the Company Secretary, took place.
The FY22 Board evaluation process
Scope and methodology
The Committee was keen to have a comparison against last year’s
evaluation results to measure progress. We therefore decided to
use the same questionnaire as in the previous year to enable us to
make such a comparison. This ensured a comprehensive review
and provided assurance on the progress made since FY21 and
identified any areas where further action was required.
Evaluation process
During a Board meeting, the Chairman and Company Secretary
briefed the Directors on the internal evaluation process.
Directors completed a confidential questionnaire to assess the
effectiveness of the Board, its Committees, the Committee Chairs
and the Chairman.
Following the analysis of the completed questionnaires, the
Chairman discussed the results with the Company Secretary and
the conclusions and results were circulated to the Board.
Conclusions
The Chairman discussed the final report on the performance
evaluation with the Board at its May 2022 meeting and identified
progress and further actions to be taken. In particular, the Board
agreed that it found employee engagement very useful and looked
forward to a full resumption of activities as Covid-19 recedes.
The discussions also considered the progress made by the Board
and Directors in implementing the recommendations of the previous
evaluation.
Membership and attendance
Chair
Philip Aiken AM
5/5
Committee members
Ron Mobed
5/5
Christopher Humphrey
5/5
Hilary Maxson*
3/3
Peter Herweck*
1/1
*
Hilary Maxson replaced Peter Herweck on
1 August 2021, following Peter’s resignation on
30 April 2021 upon his apopintment to CEO.
Attending by invitation
Group General Counsel and
Company Secretary
Other members of the Board
Advisors
The Committee met five times during the year.
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Results of the FY22 Board evaluation
The FY21 review was broadly positive but highlighted that post the
OSIsoft transaction, the Board might consider an adjustment to its
composition.
The Committee was pleased to note that the final results report
showed that the Board has made steady progress on all Board
effectiveness measures that were reviewed during FY21 and FY22.
Progress against outcomes from the previous year
Actions identified in FY21
FY22 progress
Succession planning
The search for ELT members
has completed with a mixture
of internal promotions and hires
from outside the organisation.
In addition, two new
independent Directors have
been appointed following a
rigorous selection process.
The Board also reviewed
succession plans for critical
talent throughout the
organisation.
Building on the current
strengths of the Board
The Board appointed three new
Directors to complement the
strengths and skills already on
the Board.
FY22 actions
The FY22 review suggested that post pandemic the Board would
like to spend more time on employee engagement and wider
stakeholder engagement. In addition, the Board agreed that in light
of its refreshed membership it would be appropriate to spend some
time considering the competitive market landscape and alliance
management.
During the coming year, the Board will discuss and implement
further actions it may deem necessary to improve its effectiveness.
Board composition and succession planning
In FY22, we saw a number of changes to the composition of the
Board. These changes were in response to Jennifer Allerton
indicating her desire to step down as Remuneration Committee
Chair at the end of the 2022 AGM after nine years of service and to
the need to enhance and diversify the skillset on the Board. The new
growth phase following the OSIsoft acquisition also presented the
appropriate time for us to continue to review the composition of the
Board and ELT to support our long-term strategic objectives.
Prior to starting each of the searches for two new independent
Non-Executive Directors, the Committee met to consider the desired
skills, personal attributes and experience required for the roles,
taking into account the future needs and challenges of the business.
In addition, we discussed the recruitment process. External search
agencies and open advertising were not used for the recruitment of
Ayesha Khanna as the appointment was sourced through the
Board’s own targeted searches. However, it was decided that a
search agency be used for the recruitment of Anne Stevens,
Odgers Berndtson is an independent search agency with no other
connection with the Company or any of its Directors, and has
complied with the Code on DEI.
Following each of the searches, a list of potentially suitable
candidates was presented for consideration from which the
CORPORATE GOVERNANCE REPORT CONTINUED
first-round candidates were identified for interview. The Committee
members were unanimous in their selection of the shortlist based on
the relevance of each individual’s skills, experience and attributes to
the criteria already identified.
Short-listed candidates were then invited to spend time with
the Chairman, other Directors and the CEO to gain insight into
the business and to enable the candidate to assess what would
be required of them over time in the role of Independent
Non-Executive Director.
The candidates were discussed by the Committee and their
appointments recommended to the Board. The Board concluded
that the significant depth of technology and industry knowledge
that Dr. Ayesha Khanna brings, and the broad international
expertise and previous leadership of a remuneration committee
that Anne Stevens brings, made them ideal candidates to join the
Board and strengthen the diverse mix of skills and experience.
Dr. Ayesha Khanna was appointed as an independent Non-
Executive Director with effect from 28 October 2021 and Anne
Stevens was appointed as an Independent Non-Executive Director
with effect from 1 May 2022. It is anticipated that Anne Stevens will
succeed Jennifer Allerton as Chair of the Remuneration Committee
after the close of the 2022 AGM.
In April 2021, it was announced that Peter Herweck would be
transferred from Schneider Electric on the request of the Company’s
Board to the role of AVEVA’s CEO, effective 1 May 2021.
In accordance with the terms of the Relationship Agreement,
Schneider Electric nominated Hilary Maxson for Board membership
and she was appointed a member of the Board and of the
Nomination and Governance Committee effective 1 August 2021.
Hilary brings a significant range of financial and strategic
knowledge and perspective to the Board, which will be of great
value to the Company as it continues to grow.
I am confident that the refreshed Board will continue to drive our
strategy forward and progress our objectives and priorities in FY22.
Succession planning in relation to the Chairman
In February 2022 we announced that, after careful consideration,
the Directors have requested that Philip Aiken remains as Chairman
for a further year beyond AVEVA’s 2022 AGM. Philip continues to
provide exceptional leadership, which is particularly valuable as we
complete the successful integration of OSIsoft and embed the
foundations to support the next phase of subscription-led growth.
The Directors consider it is in the best interests of the enlarged
Group, its shareholders and other stakeholders that the succession
plans to appoint a suitably qualified replacement for Philip be
delayed such that the Company can continue to benefit from the
current Chairman’s industry experience and broad sector
knowledge during the period of integration of the OSIsoft Group.
While recognising the risk of the Company becoming too reliant
on the views and skills of one individual, we believe that non-
compliance with the nine-year Director tenure required by the 2018
Code is appropriate given the circumstances the business faces,
and the value-add that Phil continues to bring in his role
as Chairman. Starting from its first meeting following the 2022
AGM, the Committee will keep Phil’s appointment under review as
we continue to move through the integration process and will put in
place appropriate succession plans. The Senior Independent
Director continues to act as de facto Chair of the Nomination and
Governance Committee when Phil’s succession planning is
discussed. All discussions regarding the extension of Phil’s tenure
were also led by the Senior Independent Director.
Nomination and Governance Committee report continued
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Diversity, Equity and Inclusion
DEI continues to be a focus for the Committee. We have a diverse
Board where ‘every member has a voice’ and which is dedicated,
committed and ambitious. The Board’s membership is diverse in
gender and geographically, with nationals from Australia, France,
Germany, Singapore, the UK and the USA. This diversity aids the
Board’s discussions and decision-making processes, given the
international nature of our business.
At 31 March 2022 the gender diversity on our Board equaled 40%,
well in advance of the timing suggested by the Hampton-Alexander
Review, FTSE Women Leaders: Improving gender balance in FTSE
Leadership. Please refer to page 41 for the breakdown of gender
diversity statistics across our business. The Board also now exceeds
the requirements of the Parker Review ‘Beyond One by ’21’, in
respect of ethnic diversity, and is committed to only working with
executive search consultants that have adopted a voluntary code of
conduct addressing diversity in its widest sense. AVEVA supports
the recommendations set out in the recently published FTSE
Women Leaders review and will continue to consider the
recommendations when reviewing DEI at AVEVA.
The Committee reviewed whether diversity, equity and inclusion
across the wider business was being progressed satisfactorily.
Further information on the Company’s progress on diversity and
inclusion initiatives can be found on page 40.
A key feature of our DEI initiatives is our focus on embracing all
diversity. We have taken great strides in this regard. We have a
well-established DEI team working across the Company, and
several senior employees act as ambassadors. Initiatives are led by
the ELT with regular reporting to the Board.
We continue to focus on our broader DEI strategy through a
comprehensive programme of activities. Highlights of FY22 include:
• publication of our first Gender and Ethnicity Pay Gap Report;
• publication of our first DEI five-year plan;
• introduction of our first DEI Impact Fund
• Board engagement with our employee resource groups and
regional networks;
• celebration of Black History Month;
• diversity, equity and inclusion coaching programme
for ELT members;
• inclusion and awareness workshops for managers in EMEA;
• People Committee now reviewing all senior-level appointments
and promotions;
• completion of a comprehensive disability audit; and
• global review of recruitment practices.
The Company maintains a DEI Policy, which is linked to AVEVA’s
values, applies to all employees and is reviewed on an annual basis.
We are committed to ensuring that all AVEVA policies, strategies,
processes and behaviours promote diversity, equity and inclusion
and contribute to our vision of an inclusive Company culture.
The Committee’s work on DEI is closely aligned with our succession
planning activities. We deliver this alignment through the design
and development of innovative and effective talent management
processes to improve the depth, quality and diversity of the
Company’s talent.
DEI is about creating an organisational culture supported by
behaviours, attitudes and practices which benefit the Company and
everyone who works in, and with it. It takes account of the fact that
whilst people are similar, we also differ in many ways.
In addition to professional diversity, the Board endorses five focus
areas defined in our global DEI Policy: gender, race/ethnicity,
religion/faith/belief, sexual orientation and disability. For further
information on our DEI initiatives please see page 40.
Board and Committee composition
The Committee is committed to ensuring that the Board and its
Committees have the right balance of skills, experience and
knowledge to help achieve AVEVA’s strategic objectives and to
guarantee the continued delivery of shareholder value. We therefore
continuously review the composition of the Board and its
Committees and the required skills and behaviours. This is more
relevant than ever in view of the current growth phase of the
Company. The framework within which we continue to assess the
composition of the Board, its Committees and future Board
appointments is based on the terms of the Relationship Agreement,
AVEVA’s inclusion in the FTSE 100 Index, regulatory requirements
and the specific functions which Non-Executive Directors would be
required to fulfil on Committees. Following consideration, the
Committee believes that the Board’s composition and that
of its Committees has provided an appropriate balance of skills,
knowledge and experience throughout the year.
As part of our annual review responsibilities, we considered the
time Non-Executive Directors are required to give to their roles.
All Non-Executive Directors receive a formal letter of appointment
setting out clearly what is expected of them in terms of time
commitment, Committee service and their responsibilities outside
Board meetings. These terms are reviewed and renewed when
necessary. It is understood and anticipated that the time required
of Directors will fluctuate depending on the demands of the
business and other events.
Following review, we were satisfied that each Director continues
to contribute the time, as well as the focus, care and quality of
attention, required for fulfilling their duties to the Company and
its shareholders. Based upon the evaluation of the Board, its
Committees and the continued effective performance of individual
Directors, the Committee recommended to the Board that all
Directors stand for re-election at the Company’s AGM, excluding
Jennifer Allerton who will not stand for re-election at the AGM.
It is also recommended that Hilary Maxson, Dr Ayesha Khanna and
Anne Stevens stand for election in accordance with our Articles
of Association.
The Committee will continue to assess composition and succession
planning in light of both the results of the Board evaluation and the
eventual search for a new Chairman.
Annual review
In its annual review, the Committee:
• assessed its own performance and effectiveness;
• reviewed and approved its Terms of Reference. It was decided
to update the Terms of Reference to include responsibilities
relating to ESG matters, the development and promotion of the
Company’s culture and the oversight and review of the
Company’s workforce engagement mechanisms. The aim is to
ensure that workforce policies and practices are consistent with
the Company’s purpose, values and standards and support its
strategy and long-term sustainable success.
The Committee also continually reviews its annual calendar to
ensure the effective and efficient discharge of its responsibilities
under the Code.
Philip Aiken AM
Nomination and Governance Committee Chair
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STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
Audit Committee report
AUDIT COMMITTEE REPORT
Christopher Humphrey
Audit Committee Chairman
Our focus is the integrity of the Group’s
financial reporting, audit processes, key
risk management and internal controls.
The Audit Committee (the Committee) is appointed by the Board.
The members are Christopher Humphrey (Chairman), Jennifer
Allerton and Ron Mobed. Jennifer Allerton will step down as a
Non-Executive Director and member of the Audit Committee at
the conclusion of the 2022 AGM to be replaced by Anne Stevens.
All the Committee members are regarded by the Board as
independent Non-Executive Directors. Committee meetings are
also regularly attended by other Board members and relevant
senior management at the invitation of the Chair, to provide
Company insight, advice and reports to help the Committee
consider the Company’s approach to its primary responsibilities. In
addition, the external audit partner is invited to attend all meetings.
Role of the Committee
The Committee is appointed by the Board to monitor the financial
integrity of the Group. It confirms to the Board that the financial
statements within the Annual Report are fair, balanced and
understandable and comply with all applicable legislation and
regulation. It also reviews the Group’s risk management processes
and internal controls; including maintaining oversight of the internal
audit function. Further, the Committee manages the relationship
with the external auditor, reviews the scope and terms of its
engagement, and monitors its performance through regular
effectiveness reviews.
Committee membership and skills
I was appointed Chairman of the Committee in November 2016.
The Board believes I have the necessary recent and relevant
financial experience as required by the UK Corporate Governance
Code (the Code), as I am a Chartered Management Accountant
and a Fellow of CIMA, and have previously held the role of Chief
Executive Officer and prior to that Group Finance Director of Anite
plc, a UK-listed company; and prior to that senior positions in
finance at Conoco, Eurotherm International plc and Critchley Group
plc. I am also Chair of the Audit Committee of Vitec Group plc and I
have maintained an up-to-date understanding of financial and
corporate governance best practice by attending many training
sessions and updates presented by the major accounting firms.
The Board also considers that the other members of the Committee
have a broad range of appropriate skills and strong experience
covering financial, commercial and operational matters. Brief
biographical details for all the members of the Committee are
included on pages 78-81.
In my capacity as Chairman of the Committee, I am pleased to
report on the operations of the Committee during the past year,
with emphasis on the specific matters we have considered,
including compliance with the Code and associated Guidance on
Audit Committees. I confirm that we have fully complied with the
requirements of the Code as issued in July 2018.
Audit Committee Terms of Reference
The role of the Committee is set out in its Terms of Reference which
are available on the Company’s website at www.aveva.com. The
Committee monitors the integrity of the financial statements of the
Group, and the Committee members (as part of the full Board)
Membership and attendance
Chair
Christopher Humphrey
4/4
Committee members
Jennifer Allerton
4/4
Ron Mobed
4/4
Attending by invitation
Chairman
Other Board members
CEO
CFO
Group General Counsel and Company
Secretary
Head of Internal Audit & Risk
Other senior members of the Group Finance
and IT teams
External audit partner
The Committee met four times during the year.
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review all proposed regulatory announcements to be made by the
Group, with consideration given to any significant financial
reporting judgements included or required.
The Committee considers the effectiveness of financial reporting
and internal controls, compliance with legal requirements,
accounting standards, and the Listing, Disclosure and
Transparency Rules of the Financial Conduct Authority. We also
review any proposed change in accounting policies and any
recommendations from the Group’s auditor regarding
improvements to internal controls and the adequacy of resources
within the Group’s finance function. The Committee also assesses
the process that has been established to ensure that the Annual
Report is fair, balanced and understandable, reporting to the Board
on its findings.
Risk and internal controls
The principal risks the Group faces are set out on pages 56-61.
At least on an annual basis, the Committee considers the Group
risk register and related management controls. Throughout the
process, the Board or the Committee:
• Considers whether areas should be looked at more closely
through specific control reviews;
• Identifies areas where enhancement of internal controls is
required; and
• Agrees action plans to deliver any necessary or recommended
enhancements.
The Committee has developed a framework to gain assurance over
the system of internal financial and operational controls. This
comprises:
• The annual internal audit plan. The Committee receives regular
updates from the internal audit function on the outcomes of
agreed independent reviews;
• The use of qualified third parties to undertake specialist reviews
in more technical areas; and
• An annual assessment by the Committee of the whole system
of internal financial and operational controls.
There is a formal whistleblowing policy, known as ‘Speak Up’,
which has been communicated to employees. This policy provides
information on the process to follow if any employee feels it is
appropriate to make a disclosure. The Committee is satisfied that
the process is effective and reviews key issues which are reported.
Key estimates and judgements
The Committee discusses with management and the auditor the
approach that has been taken in assessing all key estimates and
judgements. These include:
• revenue recognition;
• impairment of assets;
• provisions for impairment of financial assets;
• valuation and useful life of acquired intangibles;
• valuation of retirement benefits; and
• allocation of goodwill to cash-generating units (CGUs).
Annually, the Committee considers the going concern principle
upon which the financial statements are prepared and the Group’s
viability statement disclosures.
Internal audit
The in-house internal audit function executes annual internal audit
plans, providing the Committee with an independent view on the
strength of internal controls and mitigation of some of the biggest
areas of risk for the business. Where some audit reviews require
specialist resource or capacity, independent third parties may be
used. As a Committee, we believe this resourcing model provides
the most effective approach and we continue to develop and invest
in the internal audit function.
External audit
The Audit Committee advises the Board on the appointment of the
external auditor. Ernst & Young (EY) has been our auditor since the
financial year ended in March 2003 and cannot therefore remain
our auditor beyond 2023. A tender process was undertaken during
the prior year, and PricewaterhouseCoopers (PwC) was appointed
for the year ending 31 March 2023. Shareholder approval of the
appointment was obtained at the Annual General Meeting on
7 July 2021. The Committee will oversee handover and induction
arrangements to ensure a smooth transition.
The Company confirms that it has complied with the provisions of
the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and
Audit Committee Responsibilities) Order 2014 issued by the
Competition and Markets Authority.
Audit partners are rotated every five years and a formal statement
of independence is received from the auditor each year. Chris
Voogd will complete his second year with the Group this year. The
Board and the Audit Committee are satisfied that the
independence of the auditor has been maintained.
The Company has a non-audit services policy in place to ensure
that the provision of non-audit services by the external auditor
does not impair its independence or objectivity. All non-audit
services must be pre-approved by the Audit Committee. A list of
pre-approved services is reviewed on an annual basis, from which
the Group CFO may give written authorisation for services up to
£50,000. The Audit Committee receives a report each year
analysing fees paid for other non-audit work by the external
auditors. EY did not perform any non-audit services work for the
Company in the year ended 31 March 2022.
The Committee advises the Board on the auditor’s remuneration.
The audit fees paid to EY for the statutory audit were £1.6 million
(FY21: £1.9 million). The Committee continues to keep under review
the cost-effectiveness and quality of the audit service.
The Committee also discusses the nature, scope and results of the
audit with the external auditor. The effectiveness of the external
audit process is dependent on appropriate audit risk identification
and a robust assessment of key estimates and judgements at the
start of the audit cycle. We challenge the auditor regarding its test
of management’s assumptions each audit cycle and request
feedback from management on their assessment of auditor
effectiveness. Overall, both management and the Committee
are satisfied as to the quality and effectiveness of the external
audit process.
The Committee meets quarterly with the auditor without any
members of the Executive Leadership Team being present. I also
meet individually with the Head of Internal Audit and Risk, Chief
Financial Officer and other senior finance team members.
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GOVERNANCE
Significant accounting issues
Significant accounting issues and judgements are identified by the Group finance function and via the external audit process and are
reviewed by the Committee. Significant issues considered by the Committee in respect of the year ended 31 March 2022 are set out in the
following table:
Significant issue
How it was addressed
Revenue recognition
The Committee oversees the application of the Group’s revenue recognition policies alongside monitoring the
reporting compliance and controls framework. The accounting treatments of complex or unusual contracts are
presented to the Committee by management on a regular basis, and also discussed with the external auditor.
Alternative
performance
measures (APMs)
Management use APMs such as Adjusted EBIT and Annualized Recurring Revenue (ARR) to report the
performance of the business. Management’s interpretation and definition of APMs are closely monitored as well
as the consideration of their presentation in the Annual Report in the context of being fair, balanced and
understandable. The Committee regularly review an analysis of items that are classified as exceptional. These
have been challenged regarding both transparency and consistency and the Committee are in agreement with
management’s assessment.
Going concern and
viability statement
The Committee has overseen the preparation of both Going Concern and Viability Statements, paying attention to
modelling, scenarios, liquidity positions and covenants. The Committee approved the disclosures in relation to
both the Going Concern and Viability Statements, and recommended to the Board the preparation of the financial
statements under the Going Concern basis.
Asset impairment
The group has significant goodwill and other non-current assets. Goodwill arising on the acquisition of OSIsoft
was required to be allocated to CGUs for the purposes of impairment testing. The Committee are satisfied that
management has determined an appropriate basis for this allocation that represents the expected future
synergies of the acquisition. Management has performed an assessment for impairment triggers using the same
forecast used for the going concern assessment. The Committee are satisfied that no impairment triggers have
been identified and that the likelihood of impairment is low.
Pensions
At each reporting period management are required to reassess the actuarial assumptions and overall valuation of
the defined benefit pension schemes. The UK scheme remains the most significant to the group and is the main
area of focus. Management has updated the assumptions with the assistance of their actuaries. The Committee
are satisfied that the valuation of the pension liabilities is within an acceptable range and that the assumptions
have been updated to reflect market conditions as at the year end.
Share Based
Payments
The two key areas of judgement for management are the fair value of new options granted in the period and the
vesting assumptions made on all open option grants. The Committee are satisfied that the fair value of the LTIPs
granted in the year are appropriate based upon the model used, and confirmed that the vesting assumptions
made by management are consistent with the latest available Board approved forecasts, as required.
Bonuses
Following the harmonisation of the bonus schemes, bonuses are payable based upon four key metrics:
• Combined Group Adjusted EBIT;
• Annualised Recurring Revenue for standalone AVEVA;
• OSIsoft New Revenue; and
• Personal KPIs.
The Committee has reviewed and examined the basis of the preparation and judgements involved in the
calculations.
Russia
The recent geopolitical events in Russia and Ukraine have introduced uncertainty. The Committee has discussed
with management and are comfortable that the judgements taken are appropriate, specifically in relation to
revenue recognition, the recoverability of assets and the modelling scenarios used when considering impairment
reviews. As part of their review and challenge, the Committee also considered updates from the Group General
Counsel.
OSIsoft integration
The Committee has worked closely with management to oversee key aspects of the OSIsoft acquisition
accounting, including judgemental areas such as the finalisation of the fair values recognised in the acquired
balance sheet.
Covid-19
The Committee continues to consider potential impacts of Covid-19 on accounting considerations. This includes
reviews of forecasts, asset impairments, Share Based Payments vesting and impairment.
Tax provisions
Updates from management were evaluated in respect of uncertain tax positions and related provisions, including
consideration of anti-hybrid tax liabilities, the tax basis step up arising from the acquisition of partnership interests
in OSIsoft LLC, and risks associated with transfer pricing. The Committee also considered the views of the external
auditor’s tax specialists, and is in agreement with the judgements taken.
AUDIT COMMITTEE REPORT CONTINUED
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Audit planning and main audit issues
At the September 2021 meeting of the Committee, the auditor
presented its audit plan for FY22. This included a summary of the
proposed audit scopes for the year for each of the Group’s
subsidiaries and a summary of what the auditor considered to be
the most significant financial reporting risks facing the Group,
together with the auditor’s proposed audit approach to these
significant risk areas.
FRC reviews
The Company was not subject to any FRC reviews during the year.
Should this occur in the future, we will advise shareholders in the
subsequent Annual Report.
TCFD reporting
The Committee has received detailed updates from the VP of
Sustainability during the year describing AVEVA’s Task Force on
Climate-Related Financial Disclosures (TCFD) compliance
workstream progress. This is the first year that AVEVA will formally
report against TCFD requirements, including the climate-related
risks and opportunities that impact the business, and it is imperative
therefore that Committee continues to oversee this reporting.
Assessing the content of the Annual Report
The Board takes responsibility for determining that the whole Annual
Report is fair, balanced and understandable and provides the
necessary information for shareholders. The Committee concentrates
its review on the financial statements only and the process which
underpins the long-term viability statement. The Committee
recommended to the Board the adoption of the financial
statements as at 31 March 2022.
Annual evaluation of Committee performance
The Committee’s effectiveness was assessed as part of the internal
Board evaluation, as further explained in the Nomination and
Governance Committee Report on pages 93-94. The evaluation
concluded that the Committee operates effectively and that no
immediate changes to its composition are required. The Board,
however, will continue to review actions flowing from the results
of the evaluation and the Committee will assess and implement
any actions that might be required. Further, we set and measure
our performance against specific objectives every year.
These objectives are set annually and the details of our
objectives for FY22 and the progress made are summarised
on pages 100-101.
Committee activities in FY22
I chaired four scheduled meetings of the Committee in FY22,
working closely with management to ensure that the Committee
is provided with the comprehensive information and support that
it requires.
Agendas include annual reporting requirements, risk assurance
processes and other ad-hoc matters which may arise and require
robust review and challenge.
The following specific business was dealt with at each meeting during FY22:
Meeting
Matters discussed
Meeting
Matters discussed
May
2021
• Approval of prior minutes and actions
• Review of Committee objectives
• Year-end reporting, including:
• Status update
• Review of draft accounts
• Accounting judgements
• Tax update
• Going concern and viability statement
• External auditor’s reports
• Internal Audit update
• Advance ERP programme update
October
2021
• Approval of prior minutes and actions
• Review of Committee objectives
• Interim reporting; including:
• Accounting update report from
management
• Tax update
• Treasury update
• Interim report from external auditors
• Review of draft interim financial
statements
• Advance ERP programme update
• Internal Audit update
• Risk management governance update
• Regulatory compliance review
• TCFD update
• Cyber security update
September
2021
• Approval of prior minutes and actions
• Review of Committee objectives
• Internal Audit update
• External auditor planning
• Risk management governance update
• Review of corporate governance
developments
• Cyber security detailed review
• OSIsoft finance integration update
• Advance ERP programme update
• Tax update
March
2022
• Approval of prior minutes and actions
• Review of Committee objectives
• FY22 year-end external auditor planning
• Advance ERP programme update
• Internal Audit update, including FY23 plan
• Risk governance update
• Treasury update
• Tax update
• Review of Committee Terms of Reference
• Non-audit services policy
• Whistleblowing summary
• TCFD update
• Cyber security update
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GOVERNANCE
AUDIT COMMITTEE REPORT CONTINUED
Audit Committee objectives
The Committee agreed several objectives at the start of the financial year.
Objective
Activity in the year
Progress
Integration and
transformation
As the finance transformation (the Advance
programme) continues, there are some critical
projects that the Audit Committee should monitor.
These include ERP, transfer pricing, legal entity
rationalisation programme (LERP) and shared
services.
The Audit Committee should monitor the progress
of these projects and understand the project risks
and implementation risks associated. Regular
updates from management will be sought.
Update presentations to the Committee have been
made throughout the year, including a detailed
report presented in March 2022.
Cyber
The Committee continued its focus on monitoring
the cyber risks faced by the Company, and
management actions and mitigations put in place to
manage the risk down to an acceptable level. The
Committee sought regular updates on any cyber
incidents.
There have been significant projects underway
where progress was required to be regularly
reported to the Committee.
A detailed update on AVEVA’s strategy to manage
cyber security risks was provided at the September
2021 Committee meeting. This included a section
on product security provided by the Chief
Technology Officer.
Auditor rotation
FY22 has been the final year for EY prior to handing
over to PwC. The Committee has overseen the
handover process and dedicated the necessary time
to ensure the relationship with the new audit firm
and the new audit partner is successfully initiated.
The Committee has closely monitored any
dependencies or issues for auditor independence
during the planned auditor transition period.
Updates have been provided at each Audit
Committee meeting during the year and PwC has
also been present in an observational capacity.
Risk-based internal audit
reviews
The Committee has focused on the outcomes of
reviews of higher risk and key operational areas of
the business provided by Internal Audit, alongside
management reviews of the internal control
environment. Internal Audit has continued to
oversee internal control and report to the Audit
Committee on management assurance initiatives.
The internal audit plan has been fully achieved,
included all scoped risk-based reviews.
Taxation
During FY22, the Company will integrate OSIsoft
into the global transfer pricing methodology. The
Committee will seek to understand any risks related
to the integration and how any risks will be
incorporated into the accounting (tax provisioning).
Following the appointment of PwC as auditor the
Group will appoint a new global advisor or advisors
in Q2 for transfer pricing and global tax compliance.
The Committee will monitor the appointment and
transition to the new advisors to ensure accurate
and timely compliance with local legislation.
The Group has completed the design phase of the
integration of OSIsoft within the AVEVA transfer
pricing methodology. The Group has appointed
Praesto Consulting to assist with the automation of
the calculation of the new OSIsoft transfer pricing
adjustments. The automation of the calculation will
enable the proposed cross-selling scenarios.
The Group has appointed Deloitte to undertake
AVEVA’s tax compliance for FY23. The Group is
working to agree on FY23 engagement terms.
Following a competitive process, the Group has
appointed Deloitte to advise the Group on transfer
pricing risks and opportunities.
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Objective
Activity in the year
Progress
Revenue metrics
Annualised Recurring Revenue is a metric required
for external and internal reporting. The Committee
should monitor and assess how these metrics are
calculated including judgemental areas, integration
with OSIsoft and the automation of the process.
Annualised Recurring Revenue is produced monthly
by AVEVA.
Corporate governance
The Committee should focus on the changes and
new initiatives that are being introduced via a range
of reviews that impact corporate governance and
audit committees specifically. This includes Audit &
Assurance Policy, UK SOX, climate change reporting
and approach to audit. The Committee should
understand and benchmark its oversight of these
areas.
These areas are being kept under review by the
Finance Leadership Team and other leadership
across the Group. Discussions continue regarding
BEIS audit and corporate governance proposals,
and these include alignment with PwC as incoming
external auditors.
A detailed update on the role of the audit committee
in TCFD was included in the Audit Committee
papers for September 2021 and a further update
was included in March 2022.
Committee objectives for FY23
In March 2022, the Committee considered its objectives for the year ahead and it was agreed the following would be prioritised:
• induction for the new Committee members;
• Group integration and transformation initiatives;
• audit firm transition; and
• risk management framework development.
Christopher Humphrey
Audit Committee Chair
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GOVERNANCE
REMUNERATION COMMITTEE
Remuneration Committee report
Dear fellow shareholder
I am pleased to present the Directors’ Remuneration Report for the
year ended 31 March 2022.
FY22 was another challenging year as the Covid-19 pandemic
continued to impact our daily lives. AVEVA reopened the majority
of its offices during the year but continued to support those in the
workforce who continued to work from home. As the pandemic
waves peaked at different times around the world, the health and
wellbeing of our global employees and the safety of our customers,
partners, suppliers and investors remained amongst our highest
priorities.
We learned from experience that our employees remained
productive regardless of location and, as a result, developed our
‘dynamic work’ programme which articulates our commitment to
more flexible ways of working whilst recognising the benefits that
in-office collaboration brings. We were delighted to see more and
more in-office team meetings and workshops with both employees
and customers as we brought people together in a meaningful
way, often for the first time in nearly two years.
Integration of OSIsoft
The OSIsoft acquisition completed on 19 March 2021, and over the
last 12 months there has been significant work to bring the OSIsoft
and AVEVA teams together. The combination of the two
companies reinforces AVEVA as a true global leader in industrial
software and provides our customers with world-class solutions
and software. The alignment between cultures, through the
creation of a new set of shared values, integration of our functional
teams through diligent organisation design work, and the ongoing
alignment of reward and incentive frameworks continues to be an
important focus of this successful integration.
Incentive outcomes for FY22
Business context
AVEVA has delivered a solid set of results during another
challenging year with Annualised Recurring Revenue growing by
10.2%. Following our acquisition of OSIsoft, OSIsoft new business
revenues were £159.1 million and we delivered meaningful
revenue and cost synergies through the integration. We improved
our pro forma organic constant currency adjusted EBIT margin with
pro forma organic constant currency adjusted EBIT up by 7.7%.
Alongside this, pro forma organic constant currency revenue was
up 7.1% year on year and Total Contract Values from cloud
Software as a Service (SaaS) grew 136.5%.
Jennifer Allerton
Remuneration Committee Chair
Membership and attendance
Chair
Jennifer Allerton
7/7
Committee members
Ron Mobed*
4/4
Paula Dowdy
6/7
Olivier Blum
7/7
Dr Ayesha Khanna*
3/3
Attending by invitation
CEO
CFO
CPO
Group General Counsel and Company Secretary
* Dr Khanna replaced Ron Mobed on the Committee in January 2022
The Committee met seven times during the year.
This report is in three sections:
• this Annual Statement;
• Remuneration at a glance; and
• the Implementation Report.
Annual Statement
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Wider workforce
We continue to engage regularly with our workforce on the issues
that matter to them, particularly reward and recognition. Our
regular employee engagement surveys offer the opportunity to
understand how employees feel about their own reward, and
throughout the year we have been highly responsive to
compensation issues. We have taken an agile approach,
addressing compensation pressures in certain markets or for
certain talent pools as they arise, rather than relying solely on an
annual salary review. This flexibility is important for AVEVA in
today’s challenging talent market. The Board also engages openly
with employees through many of AVEVA’s employee-led groups
and forums and through office visits, but we have not yet had any
two-way dialogues on executive pay with employees.
Throughout 2021, we continued to integrate our teams from
OSIsoft and AVEVA by focusing on our shared values and looking
for ‘best of both’ opportunities when it comes to employee
experience. For example, OSIsoft colleagues were offered the
opportunity to participate in AVEVA’s employee share purchase
scheme, and AVEVA adopted OSIsoft’s practice of supporting up to
three days annually of employer-funded volunteering time as part
of our Action for Good programme. We also responded rapidly to
emerging crisis situations, putting in place enhanced medical
benefits for our colleagues in India at the height of the pandemic
and providing targeted wellbeing support in countries impacted by
the war in Ukraine. Throughout 2022 we will continue to improve
our employee reward and benefit offerings as we further embed a
more holistic approach to our largest employee populations and
ensure that our offerings remain fit for purpose in the global talent
markets within which we operate.
Board and Committee changes
I was pleased to welcome Dr Ayesha Khanna to the Remuneration
Committee, replacing Ron Mobed. I would like to thank Ron for his
extremely valuable work on the Committee over the years. Ron
continues to serve on the Audit and Nomination and Governance
Committees of the Board. There were no other changes to the
Remuneration Committee’s membership during the year.
James Kidd, Deputy CEO and CFO, was absent from AVEVA for a
period of compassionate leave during FY22 and on his return he
was appointed Chief Strategy and Transformation Officer (CSTO).
He remains an Executive Director of AVEVA and a member of the
Board. Brian DiBenedetto, on loan from Schneider Electric, covered
for James in his absence, and Brian subsequently assumed the role
of Chief Financial Officer. He is not a member of the AVEVA Board
but does have a remuneration package in line with the AVEVA
Executive Leadership Team.
Finally, we were delighted with the appointment of Anne Stevens
as an independent Non-Executive Director from 1 May 2022. Anne
has joined the Remuneration Committee and the Audit Committee
from the same date. I will step down as a Non-Executive Director
and Chair of the Remuneration Committee at the conclusion of the
2022 AGM as I time-out after nine years as a Non-Executive
Director of AVEVA. At that point Anne Stevens will become the
new Chair of the Remuneration Committee.
FY22 annual bonus outcome
The FY22 annual bonus award was based on the delivery of key
financial and strategic measures. Accordingly, the financial
performance and the achievement of the strategic measures
resulted in the Executive Directors receiving a bonus of 61% of
maximum for the Chief Executive Officer and 61% of maximum for
the Chief Strategy and Transformation Officer. James Kidd’s bonus
opportunity was pro-rated to two-thirds (100% of salary) to reflect
the fact that he was absent from the business for a period
of compassionate leave. As per the current policy, 50% of Peter
Herweck’s bonus will be deferred into shares under the Deferred
Share Scheme. Consistent with the current policy and due to
shareholding requirements having been met, this bonus deferral
is reduced to 25% for James Kidd.
2019-2022 LTIP outcome
The 2019 Long-Term Incentive Plan (LTIP) award has achieved
50.5% of maximum. AVEVA performed in the bottom half of the
comparator group for the TSR measure over the three-year period,
meaning that only Revenue Growth and EPS Growth measures
reached their vesting thresholds. James Kidd will therefore receive
50.5% of maximum under the plan. Peter Herweck does not receive
any AVEVA LTIP awards.
Considering incentive outcomes in the round
The Remuneration Committee gave careful consideration to the
incentive outcomes for FY22, taking into account various internal
and external factors. These included the Company’s overall
revenue performance, synergies achieved from the OSIsoft
integration, year-on-year growth in SaaS contracts and the
significant progress made on ESG strategy, commitments and
reporting. The Committee is satisfied that the annual bonus and
long-term incentive resulting outcomes are appropriate and
consistent with the experience of shareholders.
Similar to previous years’ statements, we have included a
double-page ‘At a glance’ summary that clearly describes the
remuneration arrangements and performance outturns in FY22
and the approach to executive pay for FY23. You can see this
analysis on pages 108-109.
Looking forward
Our Remuneration Policy was approved by shareholders at the
2020 AGM and a new policy framework will be submitted to the
2023 AGM for approval. The competitive nature of the global
market and the industry sector in which we operate suggest that
the current Remuneration Policy is at risk of not being fit for
purpose. We will, of course, consult with shareholders in advance.
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FINANCIAL STATEMENTS
GOVERNANCE
Remuneration Policy
The Remuneration Committee undertook a full review of the
Remuneration Policy in 2020. No changes to the Policy are being
proposed at this time but it will be reviewed again in advance of
the 2023 AGM. It is the Committee’s opinion that the Policy
operated as intended over the last financial year. We also believe
the changes implemented at the last review have allowed us to
remain competitive in the global market and are aligned with
investor expectations.
Taking into account the views of our shareholders, we outline
below the key decisions regarding the implementation of the
Policy for FY23.
Salary: for FY23, Peter Herweck will receive a
salary increase of 3.3% with effect from 1 April
2022. This increase is aligned with the wider
workforce increases granted as part of AVEVA’s
annual salary review. James Kidd will not receive a
base salary increase for FY23.
Bonus: unchanged from FY22, the maximum
annual bonus opportunity for FY23 will be 150%
of salary for James Kidd and 200% for Peter
Herweck.
LTIP performance measures: as noted in last
year’s report, the Committee is keen to ensure that
ARR is included as a long-term measure of
business performance and has therefore decided
to introduce it for the first time for the FY23 LTIP
award with a weighting of 20%. EPS growth
(40%) and relative Total Shareholder Return
(40%) will remain as the two additional
performance measures for the plan, which will
cover the financial years FY23 to FY25.
Pensions: James Kidd remains aligned to the
wider UK workforce pension scheme and receives
a pension contribution of 10% of salary. Peter
Herweck does not participate in the AVEVA
pension plan.
Shareholding requirements:
• In-employment shareholding requirements
remain unchanged and continue to be at
market-leading levels, equivalent to 200% and
325% of salary for the CEO and CSTO
respectively, noting that Peter Herweck’s
requirement is based on deferred share
holdings from his bonus contribution only as he
does not participate in the AVEVA LTIP
• Post-employment shareholding requirements
remain unchanged from those approved at the
AGM in 2020.
LTIP: unchanged from FY22, the maximum LTIP
opportunity will be 175% of salary for James Kidd.
Peter Herweck, who is on secondment from
Schneider Electric to the AVEVA CEO role, will not
participate in the AVEVA Long-term Incentive
Plan, as previously disclosed.
REMUNERATION COMMITTEE CONTINUED
Annual Statement continued
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Committee activities during the year
The Committee met seven times during the year and focused on
a broad range of remuneration topics related to both executives
and the wider workforce. These included:
• Aligning OSIsoft employee remuneration with AVEVA’s
long-term incentive programme;
• Harmonising wider workforce remuneration;
• Further aligning sales incentives and rewards with desired
business outcomes;
• Wider workforce retention measures, including rewards for
critical talent;
• Continued focus on gender pay gap transparency for our 20
largest countries by employee population; and
• Understanding of the ethnicity pay gap.
Although there is still work to do, I am particularly delighted to note
that AVEVA has seen a 43% reduction in its UK gender pay gap
since 2017, with the mean gender pay gap now at 14.9%, whilst
the number of women at all levels in the Company has increased.
We also delivered on our commitment to report on the ethnicity pay
gap for the first time in 2021. We believe in the value of data and
transparency to inform positive action for both our business and
our people.
This will be my last report as Chair of AVEVA’s Remuneration
Committee as I reach my maximum term and will be stepping
down after the 2022 AGM. I would like to take this opportunity to
thank shareholders for their continued constructive engagement on
the remuneration landscape at AVEVA during a time of significant
growth and transformation. I look forward to ensuring a smooth
transition of the work of the Chair and, as always, if shareholders
have any questions or comments, the Remuneration Committee
will be delighted to receive them and will respond.
Jennifer Allerton
Remuneration Committee Chair
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GOVERNANCE
Current policy
The table below summarises the key remuneration elements of the Remuneration Policy approved by shareholders at the 2020 AGM.
The Policy is set out in full on pages 87 to 95 of the 2020 Annual Report and Accounts, which is available on the Company’s website at
investors.aveva.com.
Remuneration Policy
approved at the 2020 AGM
Implementation for FY23
Fixed pay
Base salary
Salaries are reviewed annually, although there is no
automatic entitlement to an increase.
Base salary normally increases in line with the wider
UK workforce.
On occasions, there may be a need to recognise an
increase in the scope, size or responsibility of the role
and/or developments in the wider market.
Peter Herweck’s base salary has been set at
£785,000 with effect from 1 April 2022. This
represents an increase of 3.3% which is in line with
the wider workforce.
There is no change to James Kidd’s base salary
which remains at £530,000.
We note that our market positioning on base
salaries remains modest compared to the FTSE
100 benchmark; and even more so in the context of
AVEVA being one of the few companies in the
FTSE 100 competing in the global market for
software talent.
In January 2022 we undertook an out-of-cycle
adjustment exercise, targeted at critical talent
segments of our wider workforce, in response to
changing market dynamics in the technology
sector. We also addressed hyperinflation in some
of the countries that we operate in as part of this
exercise. Further to this, an annual salary budget
increase of 3.2% for FY23 for the wider workforce
was made, with effect from 1 April 2022.
Benefits
In line with benefits provided for other senior
employees in the Group, Executive Directors currently
receive a mobility allowance or Company car, a fuel
allowance and an annual allowance towards a range
of benefits.
No changes from FY22 for Peter Herweck
or James Kidd.
Pensions
James Kidd is a member of the AVEVA Group Personal
Pension Plan (a defined contribution scheme).
Executive Directors receive a cash-in-lieu allowance
equivalent to 10% of salary, reduced for the effect of
employer’s National Insurance contributions.
James Kidd will remain aligned to the wider UK
workforce and receive a pension contribution of
10% of salary.
Peter Herweck will not participate in the AVEVA
pension plan and will not receive cash in lieu of
pension contributions from AVEVA. He will retain
his Schneider Electric pension arrangement.
The focus of our Remuneration Policy is to provide competitive variable and performance-related elements of the packages which are
aligned to shareholders’ objectives. The proposed increases in incentive value as a result of proposed FY23 salary increases will require
additional stretch in the performance delivered, so that more pay is delivered only for more performance. This is fully aligned with AVEVA’s
philosophy and with the changes we have made to variable remuneration for the wider workforce.
At a glance
REMUNERATION COMMITTEE CONTINUED
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Remuneration Policy
approved at the 2020 AGM
Implementation for FY23
Variable pay
Annual
bonus –
opportunity
The maximum bonus opportunity is 200% of base
salary for the CEO and 175% of base salary for
the CSTO.
No changes are proposed for FY23 bonus
opportunity.
Annual
bonus –
deferral
50% of any bonus earned is deferred into shares under
the Deferred Share Scheme.
If shareholding guidelines are met, the bonus deferral
will be reduced to half the usual amount (i.e. 25% of
any bonus to be deferred). The existing three-year
bonus deferral holding period remains.
No changes are proposed for FY23 bonus deferral.
Long-term
incentive –
opportunity
Under the Policy the maximum LTIP opportunity is
300% of base salary for the CEO and 250% of base
salary for the CSTO.
No change to the LTIP opportunity for the CSTO at
175% of base salary is being proposed.
Performance measures for FY23 LTIP awards will
be based on ARR (20%), EPS growth (40%) and
relative Total Shareholder Return (40%). Further
details are set out on page 120.
Peter Herweck will not be granted an AVEVA LTIP
award for FY23. Peter continues to participate
in Schneider Electric long-term incentive
arrangements at Schneider Electric’s cost, with no
recharge to AVEVA.
Long-term
incentive –
threshold
vesting
Where a sliding scale of targets is used, attaining the
threshold level of performance for any measure will not
typically produce a vesting of more than 20% of the
maximum.
No changes proposed for FY23.
Shareholding
requirements –
in employment
Shareholding requirements were increased in 2020 to
market-leading levels:
• For James Kidd, an annual bonus opportunity of 150%
and 175% LTIP opportunity equates to a
shareholding of 325% of annual salary.
• For Peter Herweck, shareholding requirements would
be 200% for annual bonus only, as he will not be
issued any AVEVA LTIPs.
No changes proposed for FY23.
Shareholding
requirements –
post employment
A two-year post-employment shareholding guideline,
with 100% of the shareholding guideline for the first
year and 50% for the second year post employment.
No changes proposed for FY23.
Malus and
clawback –
provisions
The provisions apply to the annual bonus, the deferred
bonus scheme and LTIPs.
No changes proposed for FY23.
For further details, see pages 119 to 120.
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FINANCIAL STATEMENTS
GOVERNANCE
How we performed in FY22
ARR
up 10.2% to £768.7m
Pro forma adjusted
diluted EPS
down 5.5% to 99.58p
TSR
15th out of 23 companies
Pro forma adjusted EBIT
up 2.9% to £365.1m
Remuneration of our Executive Directors for FY22 and FY23
The table below summarises how Executive Directors were remunerated for FY22, together with the implementation of the policy for FY23.
Key elements
Applies to
How we paid our
Executive Directors in FY22
Implementation of the
current policy for FY23
Fixed pay
Base salary
Craig Hayman
£718k
(0% salary increase)
n/a
James Kidd
£530k
(3.3% salary increase)
£530k
(0% salary increase)
Peter Herweck
£760k
£785k
(3.3% salary increase)
Pensions
Executive Directors other than
Peter Herweck
10% of salary for Craig Hayman and James Kidd
Not applicable for Peter Herweck
Benefits
Craig Hayman and James Kidd
Mobility allowance, US and UK medical, car allowance, fuel allowance
and £600 of flexible benefits
Peter Herweck
FY23: Housing allowance, car allowance, medical insurance, tax equalisation,
personal liability insurance and personal insurance protection
Annual bonus
Performance period
FY22
FY23
Opportunity applied
Craig Hayman
16% of salary
(see page 113)
n/a
James Kidd
100% of salary1
150% of salary
Peter Herweck
200% of salary
200% of salary
Criteria1
Pro forma adjusted EBIT: 50%
AVEVA (excl. OSIsoft) ARR: 20%
OSIsoft new revenue: 10%
Strategic objectives: 20%
Profit (adjusted EBIT) margin: 25%
ARR growth: 25%
Cloud SaaS growth: 25%
Cash conversion: 10%
Strategic objectives: 15%
Payable
Peter Herweck
£851k (61% of maximum)
n/a
James Kidd
£324k (61% of maximum)1
Long-term incentives
Vesting in respect of FY22
Awarded in respect of FY23
Performance period
Both Executive Directors
1 April 2019 – 31 March 2022
1 April 2022 – 31 March 2025
Opportunity applied
Craig Hayman
250% of salary
n/a
James Kidd
175% of salary
175% of salary
Time horizon
Both Executive Directors
Three-year performance period, followed by a two-year holding period
Criteria
EPS growth: 50%
Relative TSR: 25%
Strategic objectives: 25%
EPS growth: 40%
Relative TSR: 40%
ARR: 20%
Payable
Craig Hayman
£529k (51% of maximum)
n/a
James Kidd
£397k (51% of maximum)
1.
James Kidd’s bonus was decreased to two-thirds of the 150% of salary disclosed in the FY21 Annual Report due to his time away from AVEVA on compassionate leave. James
received 61% of this reduced opportunity.
REMUNERATION COMMITTEE CONTINUED
At a glance continued
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Annual Incentive Scheme
0
Maximum
Outcome
40
51
20
40
100
34
20
17
Peter Herweck
James Kidd
£(000)
% of salary
0
40
80
120
160
200
0
40
80
120
160
200
0
280
560
840
1,120
1,400
Maximum
Outcome
20
25
10
20
50
17
10
9
£(000)
% of salary
0
212
424
636
848
1,060
Personal objectives
Adjusted EBIT
ARR
OSIsoft new revenue
Long-Term Incentive Plan
Craig Hayman
James Kidd
% of salary
FV at date of grant
Opportunity adjusted for share price movement
Outcome
74
37
37
61 13
42
42
85
£(000)
0
50
100
150
200
250
300
0
200
400
600
800
1,000
1,400
1,200
1,600
% of salary
FV at date of grant
Opportunity adjusted for share price movement
Outcome
73
36
36
60 13
63
63
125
£(000)
0
50
100
150
200
250
300
0
268
537
806
1,075
1,343
1,881
1,612
2,150
Revenue
TSR
EPS
Maximum total remuneration opportunity compared to actual remuneration received for the year ending
March 2022
0
500
1000
1500
2000
2500
0
500
1000
1500
2000
2500
Opportunity
Actual
On-target
Maximum
Maximum
excluding share price movement
Minimum
£(000)
James Kidd
Opportunity
Actual
On-target
Maximum
Minimum
£(000)
Peter Herweck
LTIPs
Bonus
Fixed
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FINANCIAL STATEMENTS
GOVERNANCE
Our approach to setting pay
AVEVA operates in the ‘UK plc’ executive remuneration environment, but needs to attract and retain talent from a technology sector with a
high US influence. Half of our leadership team is based outside the UK, and the majority of senior technology positions (R&D, business unit,
portfolio heads) are based in the US. As outlined above, we need to recruit increasing numbers of employees and leadership positions in
niche technical skill areas, which are highly competitive.
How does the Remuneration Policy align with the UK Corporate Governance Code?
Clarity
The Committee welcomes open dialogue with shareholders on any aspect of remuneration. We consulted
shareholders as part of 2020’s review of our Remuneration Policy. This provided valuable insights into their
views on the proposed changes, which received widespread support.
A key principle for the Committee is to ensure consistency across the Company, from the Executive
Directors down through the entire organisation. Following the bonus harmonisation exercise in FY20, we
continue to adopt a global, ‘one-design’ approach to variable pay for non-sales employees. This global
scheme ensures all employees are measured and remunerated in the same way, on the same plan and
using the same metrics in a clear and transparent manner.
Simplicity
Each component of our Remuneration Policy is clearly laid out and explained in a clear and simple manner.
Across the Company, we ensure our remuneration arrangements are simple by design, communicated
clearly and understood by all participants.
Although the quantum will vary, the policies and practices of remuneration are consistently applied across
all levels.
Risk
When determining award outcomes, the Committee assesses the performance of the Company and the
individual in order to ensure that sound judgement and appropriate risk management are applied. This
ensures that excessive rewards are not granted, reputational risk is protected and behavioural risks are
identified and mitigated.
The Remuneration Policy balances the level of risk management by applying the annual bonus deferral,
adopting the shareholding period and shareholding quantum, and enforcing post-employment shareholding
guidelines.
As a final safeguard, our robust malus and clawback provisions apply to both the annual bonus and the
Long-Term Incentive Plan.
Predictability
The Remuneration Policy clearly states the threshold, on-target and stretch levels of performance
opportunity available. Achievement is measured against predetermined targets defined in advance of the
programme launch.
Targets and measures are not altered or amended mid-programme, ensuring that performance
achievement is aligned to original goals and objectives at all times.
Proportionality
The annual bonus programme rewards achievement against AVEVA’s annual operating growth targets
together with personal objectives for the individual. The Long-Term Incentive Plan, meanwhile, rewards
long-term achievement of goals and the creation of shareholder value, both of which are aligned to the
overall strategy.
The Committee may apply discretion if and when needed to reduce outcomes of both the annual bonus and
Long-Term Incentive Plan, for both Company and individual performance.
Alignment
to culture
The Committee assesses performance under the annual bonus programme against a range of objectives,
including those related to AVEVA customers, AVEVA employees and our culture, strategy and risk. This
ensures incentive outcomes are aligned to our values and purpose.
REMUNERATION COMMITTEE CONTINUED
At a glance continued
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To ensure we remain competitive, we monitor the compensation of a select UK and US peer group of technology and software companies to
give further benchmark comparisons for total remuneration.
UK comparison peer group
US comparison peer group
Avast
Ocado
Smiths Group
Ansys
Cadence Design
Rockwell Automation
Micro Focus
Sage
Sophos
Aspen
Honeywell
Autodesk
PTC
While market data provides valuable insight into pay levels and structures, the Committee recognises that benchmarking should not be the
sole determinant when considering Executive Directors’ remuneration. In line with AVEVA’s general approach to setting pay, the Committee
therefore considered many factors, alongside benchmarking, when reviewing executive remuneration levels.
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FINANCIAL STATEMENTS
GOVERNANCE
Remuneration Committee membership,
role and remit
The Remuneration Committee is appointed by the Board. The current
members are Jennifer Allerton (Chair), Paula Dowdy, Olivier Blum and
Dr Ayesha Khanna who we welcomed as a new member of the
Committee on 27 January 2022. Ron Mobed served during the year
and remains a member of the Group's Audit and Nomination and
Governance Committees. All the Committee members except for
Olivier are regarded by the Board as independent Non-Executive
Directors. Jennifer has been a member of the Remuneration
Committee since 2013 and became Chair in July 2017. Committee
meetings are also regularly attended by the CEO, CFO and Chief
People Officer (CPO) at the invitation of the Chair, to provide Company
insight and advice to help the Committee consider appropriate
remuneration. No Committee member or invited attendee is present
during the discussion of their own remuneration.
The role of the Committee is set out in its Terms of Reference which
are available on the Company’s website at www.aveva.com. The
Committee’s primary responsibility is to develop and determine the
remuneration framework, policy and pay levels for the Executive
Directors, the Chair and the Executive Leadership Team in overall
alignment with the general workforce. The Committee also has
visibility of our employee engagement activities and overall HR
strategy which affect all AVEVA employees.
The remuneration framework includes establishing stretching
performance-related targets for rewards to support AVEVA’s
long-term growth strategy in alignment with the Company’s purpose,
values and culture. This has been achieved by:
• Determining the remuneration and benefits of the Executive
Directors, including fixed pay, annual bonus, long-term incentives
and pensions;
• Determining the remuneration for executive leadership below
Board level;
• Reviewing wider workforce remuneration and related policies and
taking these into account when setting the policy for Executive
Director remuneration;
• Providing remuneration recommendations to the Board based on
AVEVA’s remuneration framework; and
• Approving share awards.
Implementation Report
The principles of our Remuneration Policy
A significant part of the total reward is related to share price
performance and is paid in shares that must be retained until the
minimum shareholding requirements have been met. This ensures
that our Executive Directors’ interests are aligned with those of
other shareholders.
A considerable part of the total reward is determined by the
Company’s success over both the short and the long term. Failure
to achieve threshold levels of performance results in no payout for
these elements. A key focus of the Committee is to ensure a
suitable level of stretched performance is determined in order to
align with maximum levels of potential rewards.
Advice and auditors
Following a competitive tender process, the Committee appointed
Deloitte as remuneration advisor with effect from 1 October 2019.
Deloitte’s role is to provide the Committee with independent advice
on executive pay arrangements, including market trends and
corporate governance developments, and to work through any
other remuneration implications with the Committee. Fees are
charged on a time-spent basis and the fees paid during the year to
Deloitte in relation to the advice provided to the Committee were
£59,600 (FY21 fees: £85,140). In addition, Deloitte also provides
tax advisory, employment law and other consultancy services to
the Company. The Committee is content that its advice is objective
and independent. Deloitte is a founding member of the
Remuneration Consultants Group and adheres to its Code of
Conduct in relation to executive remuneration consulting in the UK.
The auditors have reported on certain sections of Part B and stated
whether, in their opinion, those parts have been properly prepared
in accordance with the Companies Act 2006. Those sections of
Part B which have been subject to audit are clearly indicated.
Shareholder voting and engagement
The table below shows the results of the most recent votes on the Policy (July 2020) and Implementation Report (July 2021).
Votes for
Percentage
Votes against
Percentage
Votes withheld
Directors’ Remuneration Policy – AGM 2020
133,179,299
88.45%
17,397,282
11.55%
561,717
Directors’ Remuneration Report – AGM 2021
275,120,791
98.73%
3,527,936
1.27%
3,556,426
The Committee was very pleased with the vote in favour of the Directors’ Remuneration Report (DRR) in 2021. We will continue to engage
regularly with shareholders to ensure that the disclosures and information provided in the report meet shareholder expectations.
REMUNERATION COMMITTEE CONTINUED
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Implementation of policy for the year ended 31 March 2022
Single total figure of remuneration for Executive Directors (audited)
The following table sets out the single figure of total remuneration for Executive Directors for the year ended 31 March 2022 and the
previous financial year.
Salary
£’000
Benefits1
£’000
Pension2
£’000
Total fixed
pay
£’000
Annual
bonus3
£’000
LTIPs4,5
£’000
One-off
awards
£’000
Total
variable pay
£’000
Total
£’000
Peter Herweck FY22
697
145
–
842
851
–
–
851
1,693
Peter Herweck FY21
–
–
–
–
–
–
–
–
–
Craig Hayman FY22
193
7
17
216
119
529
–
648
864
Craig Hayman FY21
718
26
62
806
672
2,606
939
4,217
5,023
James Kidd FY22
530
20
46
595
324
397
–
721
1,316
James Kidd FY21
513
20
44
577
429
1,302
–
1,731
2,308
1.
Benefits for Craig Hayman include a mobility allowance of £10,000 per annum, medical insurance for himself and his US based family totalling £15,500 per annum, and a £600 annual
flexible benefits allowance. Benefits for James Kidd include a UK car allowance and fuel allowance totalling £19,200 plus a £600 annual flexible benefits allowance. Benefits for Peter
Herweck include a £130,000 housing allowance, £14,400 car allowance and £12,916 medical insurance for himself and his family.
2.
See below for further information on pensions.
3.
James Kidd’s bonus opportunity was reduced by one-third due to his period of absence from the business on compassionate leave.
4.
For FY22, the 2019 LTIP has been valued based upon the number of options outstanding at 31 March 2022 (Craig Hayman: 38,438, James Kidd: 28,855) multiplied by the average
share price in the quarter ending 31 March of 2,723p and vesting outcome of 50.5% due to performance.
5.
The 2018 LTIP value for FY21 has been restated from the year-end share price at 31 March 2021 of 3,422p to reflect the share price at the date of vesting (28 September 2021) of
3,647p and a vesting outcome of 87.9% due to performance. This increased the single figure of total remuneration by £161k for Craig Hayman and by £80k for James Kidd. The 2018
LTIP is due to be released at the end of the two-year holding period on 28 September 2023.
Additional information on the amounts which
make up the single total figure of remuneration
Departure of Craig Hayman
Craig Hayman stepped down from the Board on 7 July 2021. For
FY22, the figures in the single total figure table above therefore
represent those amounts which relate to his in-role remuneration
from 1 April to 7 July 2021 (circa three months). Salary, pension
and benefits are as received for that three-month period,
notwithstanding that as an employee he received his salary,
pension allowance and benefits until the end of his contractual
notice period on 31 January 2022. His bonus was reduced by:
i. time pro-rating for time in role;
ii. limiting any amount to on-target outcome (i.e. multiplying
by 50%); and
iii. limiting the total to the cash element only (i.e. multiplying by
75%).
The 2019 LTIP award was reduced by two-thirds for time
pro-rating and subject to the same performance vesting outcome
of 50%.
Base salary
Peter Herweck was appointed as CEO in May 2021 and his salary
of £760,000 is pro-rated for the time in role. James Kidd received a
salary of £530,000.
Benefits
In FY22, James Kidd was provided with a £600 annual allowance
towards a range of flexible benefits. He also received a car
allowance of £14,400 per annum and a fuel allowance of £4,800
per annum. In line with the terms agreed for his transfer from
Schneider Electric and as disclosed in last year's report, Peter
Herweck receives an annual housing allowance of £130,000 and a
car allowance of £14,400. Peter also received private medical
insurance scheme for his family totalling £12,916 per annum.
Pension
The Company’s defined benefit scheme is not open to new
members, and none of the Executive Directors in the year are or
have ever been a member. James Kidd is a member of the AVEVA
Group Personal Pension Plan (a defined contribution scheme).
He receives a cash-in-lieu allowance equivalent to 10% of salary,
reduced for the effect of employer’s National Insurance
contributions. The UK scheme and his contribution levels are
consistent with those for the wider workforce. During FY22, James
Kidd received cash in lieu of contributions of £45,686
(FY21: £44,221).
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GOVERNANCE
How pay is linked to performance for the year ended 31 March 2022
Annual incentive scheme
For FY22, the maximum opportunity for Executive Directors under
the annual incentive scheme was 200% of base salary for the CEO
(Peter Herweck) and 150% for the CSTO (James Kidd), requiring a
stretch level of performance for full payout.
The performance targets were based on:
• Pro forma adjusted EBIT at organic constant currency with a
maximum weighting of 50% of bonus opportunity.
• Annualised recurring revenue (ARR) with a maximum weighting
of 20% of bonus opportunity.
• OSIsoft new revenue with a maximum weighting of 10% of
bonus opportunity.
• Key performance objectives, with a maximum of 20% of bonus
opportunity. The key strategic performance objectives were
agreed with the Remuneration Committee at the start of
financial year, although this element would have been capped
at a maximum achievement of 13.33% of bonus opportunity
had the Group adjusted EBIT target not been met. Peter and
James had the same shared strategic objectives for FY22.
In line with best practice, 50% of the maximum bonus is payable
for delivering an on-target level of performance.
For FY22, 50% of any award made under the annual incentive
scheme, irrespective of the amount, is payable in deferred shares,
and is subject to a three-year vesting period, but with no further
performance conditions. However, if shareholding requirements are
met, this level of bonus deferral is reduced by half to 25% of any
award. Deferred awards deliver the shares to participants in three
equal tranches, one in each of the three years following the year in
which an award is granted.
Performance against the targets set and the total annual incentive
earned based on performance for the year ended 31 March 2022 is
set out below. This includes both the cash element of the bonus
and the portion deferred into shares under the deferred share
scheme.
Metric
Thresholds (min),
budget (mid) and
targets (max)
Actual
% of max
achieved
Peter Herweck
(% of salary)
James Kidd
(% of salary)
Max
Actual
Max1
Actual
OSIsoft new revenue
Min: £134m
£159.1m
87%
20%
17%
10%
9%
Mid: £148m
Max: £163m
ARR (AVEVA only)
Min: £490m
£518.5m
84%
40%
34%
20%
17%
Mid: £505m
Max: £525m
Pro forma adjusted EBIT
(organic constant
currency)
Min: £357m
£379.4m
51%
100%
51%
50%
25%
Mid: £379m
Max: £404m
Strategic objectives
see overleaf
see overleaf
50%
40%
20%
20%
10%
Totals as a percentage of salary
200%
122%
100%
61%
Bonus receivable
£851,292
£323,817
Granted in cash
£425,646
£242,863
Granted in shares
£425,646
£80,954
1.
James Kidd’s bonus opportunity reduced to two-thirds due to his period of absence from the business.
The Committee gave careful consideration to this outcome in respect of various internal and external factors. The Committee is satisfied that
the annual bonus outcomes are appropriate and consistent with the experience of shareholders and will be consistently applied to the wider
workforce.
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Further details on the key individual and strategic objectives and performance outcomes are detailed below.
Executive Director
Peter Herweck, CEO
James Kidd, CSTO
Shared objectives
Weighting (as % of
maximum bonus
opportunity)
Actual vesting (as % of
maximum bonus
opportunity)
OSIsoft integration
Goal: FY22 integration plan ensuring key milestones achieved and overall revenue for the
Group of £1.25bn is delivered
7%
50%
Effectively integrated the OSIsoft business, undertaking a rigorous organisation design
programme to integrate all key areas such as R&D, sales, support and the corporate functions.
Created aligned culture and espoused new shared values for the combined organisation.
Established new customer propositions, and cross- and up-sell opportunities identified and
executed. Group pro forma revenue of £1.24bn was achieved.
Goal: Deliver revenue synergies in line with plan
Achieved.
Goal: Deliver cost synergies in line with plan
Exceeded.
Move to cloud
Goal: Develop new five-year strategic plan to accelerate the move to cloud, ensuring ARR
becomes a leading financial performance metric for the business and performance incentives
are aligned
7%
50%
Five-year strategic plan presented at Capital Markets Day in July 2021. ARR has become a
leading performance metric for the business, was built into the FY22 bonus scheme for all
employees, and is being added to the FY23 Long-Term Incentive Plan for senior employees along
with being incorporated into our sales incentive plans.
Goal: Deliver significant year-on-year growth in SaaS total contract value
Achieved year-on-year growth in SaaS total contract value.
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GOVERNANCE
Shared objectives
Weighting (as % of
maximum bonus
opportunity)
Actual vesting (as % of
maximum bonus
opportunity)
Environmental, Social and Governance
Goal: Deliver a strategic framework for sustainability which is aligned with the Board and
communicated at Capital Markets Day
6%
50%
AVEVA’s 2030 agenda was published on 1 July 2021: https://investors.aveva.com/capital-
markets-day
Goal: Ensure baseline metrics and long-term goals are established for AVEVA’s key pillars of:
Technology Handprint, Operational Footprint and Inclusive Culture
The following goals have been established:
• Footprint: net-zero operations by 2030; net-zero value chain by 2050; SBTs S1-3
• Culture: 50/40/30 gender representation and <1% pay parity
• Handprint: Baseline complete for green revenue
Goal: Increase our female hiring rate from 32% (FY21) to 34%
Overachieved with 36% of all new hires in FY22 being female.
Goal: Reduce our Scopes 1 and 2 GHG emissions footprint by at least 10% through increased
renewable energy procurement
Overachieved with 89% reduction for combined AVEVA and OSIsoft GHG footprint. 93%
reduction for AVEVA alone. Renewable Energy Credits (RECs) purchased for 100% of our office
electricity load.
Stretch Goal: Achieve a minimum of average 30% female representation across the ELT and
ELT's own top leadership teams
Improved from 24.6% in FY21 to 27.9% in FY22
Stretch Goal: Establish a FY20 GHG emissions baseline for the heritage OSIsoft organisation
and deliver a reduction of at least 10% in FY22
Completed OSIsoft Scopes 1 and 2 baseline of 1,948 tCO2e (FY20) and achieved reduction of
76% through RECs.
Stretch Goal: Develop a 2030 target for green revenue by the end of FY22
Internal only.
Total
20%
10%
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Long-term incentives vesting in respect of the year ended 31 March 2022
The LTIP awards granted under the Long-Term Incentive Plan in 2019 that were capable of vesting based on performance over the
three-year period ended 31 March 2022 were subject to the following performance targets:
• Delivery of adjusted diluted EPS growth performance targets (50% of maximum);
• Relative total shareholder return (TSR) against the comparator group detailed below (25% of maximum); and
• Total revenue growth (25% of maximum).
LTIP targets and actual performance are summarised below:
Performance condition
Weighting
(% of award)
Threshold
Maximum
Actual performance
Vesting
(% of maximum)
Adjusted diluted EPS (average growth)1, 2
50%
5% p.a.
15% p.a.
10.7%
82.9%
TSR vs peer group2
25%
Median
Upper quartile
15th out of 23
companies
0%
Total revenue growth3, 4
25%
3%
7%
3.6%
36.1%
Overall % vesting
50.5%
1.
For the EPS measure, non-linear vesting applies: threshold (25% vesting); mid (80% vesting for 10% p.a. growth) and maximum (100% vesting).
2.
Straight-line vesting applies between threshold (25% vesting) and maximum (100% vesting). The TSR comparator group for these awards was a combination of the FTSE350
Technology Sector and the S&P Mid Cap 400 Software companies, resulting in a group of 24 companies (PTC, Fortinet, Sage, CDK Global, Ultimate Software Group, Micro Focus
International, Fair Isaac, Blackbaud, Sophos, Commvault Systems, Manhattan Associates, ACI Worldwide, Fidessa, Computacenter, Softcat, FDM Group, Alfa, Financial Software,
Laird, NCC, Kainos Group, SDL, Nanoco Group and Spirent Communications).
3.
Straight-line vesting applies between threshold (25% vesting) and maximum (100% vesting).
4.
As a result of the OSIsoft acquisition, to ensure that performance is measured on a like-for-like basis and to maintain stretch in the performance targets, the EPS and total revenue
growth targets were measured based on the average of three annual growth figures across each year in the performance period. This replaces a CAGR from a base year based on
AVEVA’s performance on a standalone basis. Results used to determine growth in FY20 to FY21, and FY21 to FY22, are on a pro forma basis, including 12 months of results for
AVEVA and OSIsoft in both periods.
The Committee reviewed the outcome against internal and external factors including the impact of Covid-19. Given the Group’s execution of
strategy over the performance period and the significant growth in share price, the Committee concluded that the vesting levels were
warranted.
Other information in relation to FY22
Scheme interests awarded in the year (audited)
The following tables set out details of the LTIP and deferred share awards made to the Executive Directors during FY22:
Long-term incentives granted during the year ended 31 March 2022
Executive Director
Date of grant
Basis of award
Face value
of awards1
Performance
period
James Kidd
15 July 2021
175% of base salary
£927,500
1 April 2021 –
31 March 2024
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In line with the UK Corporate Governance Code, LTIP awards are subject to a two-year holding period following the end of the three-year
performance period.
The structure of the LTIPs granted during the year is summarised below:
LTIP performance element
Weighting
Minimum performance
Mid performance
Maximum performance
EPS growth1
50% 25% vesting for growth of 5% p.a.
80% pays out for growth
of 10% p.a.
100% vesting for growth
of 15% p.a.
Relative TSR performance
50%
25% vesting at median
performance (50th percentile)
Linear vesting between min
and max performance
100% vesting if in the upper
quartile (75th percentile)
1.
As a result of the OSIsoft acquisition, to ensure that performance is measured on a like-for-like basis and to maintain stretch in performance targets the combined Group pro-forma
financials (AVEVA + OSIsoft) will be used as the base year for the EPS growth over the three-year performance period ending 31 March 2024.
For the FY22 LTIP award, the Committee reviewed the TSR comparator group in light of the increased size and complexity of the Company.
It was decided that the comparator group should remain the same as for FY21 and reflect a comparable list of similar-sized and larger
organisations, resulting in a list of 25 UK and US software and technology companies. The TSR element vesting schedule remains in line
with the structure outlined above (25% of this element will vest at median, with 100% vesting at the upper quartile).
TSR comparator group for the FY22 award
Name
Market cap1
Sector
Name
Market cap1
Sector
1
ABB Group
£45,399m
Electrical components
14
IBM
£81,605m
Computer services
2
Amadeus
£23,367m
Computer services
15
Manhattan Associates
£5,160m
Software
3
Ansys
£22,595m
Software
16
Micro Focus International
£1,399m
Software
4
Aspen Technology
£6,895m
Software
17
PTC
£10,430m
Software
5
Autodesk
£47,354m
Software
18
Rockwell Automation
£21,549m
Electronic equipment
6
Avast
£5,217m
Software
19
Service Now
£78,049m
Software
7
Bentley Systems
£8,241m
Software
20
Siemens
£91,481m
Diversified industrials
8
Cadence
£26,538m
Software
21
Synopsis
£28,361m
Software
9
Dassault Systems
£38,569m
Software
22
Teamviewer
£7,538m
Software
10
Emerson Electric
£35,822m
Electronic equipment
23
Temenos N
£7,153m
Software
11
General Electric
£70,641m
Diversified industrials
24
The Sage Group
£6,479m
Software
12
Hexagon
£23,758m
Software
25
Trimble
£12,288m
Electronic equipment
13
Honeywell
£107,172m
Diversified industrials
1.
Market capitalisation used is a three-month average to 15 February 2021.
Deferred Share Awards
Executive Director
Date of
grant
Basis of
award
Face value
of awards1
Performance
period
Craig Hayman
15 July 2021
Deferred element of
FY21 annual bonus
£168,134
No performance period. Awards vest in in
three equal annual tranches on the date of
announcement for FY22, FY23 and FY24.
James Kidd
£107,247
1.
Deferred bonus for FY21 is calculated as 25% of the actual bonus outcome for that year.
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Approach for FY23
Base salary FY23
Peter Herweck’s base salary has been set at £785,000 with effect from 1 April 2022. This represents an increase of 3.3% which is in line
with the wider workforce. There is no change to James Kidd's base salary which remains at £530,000. We note that our market positioning
on base salaries remains modest compared to the FTSE 100 benchmark and even more so in the context of AVEVA being one of the few
companies in the FTSE 100 competing in the global market for software talent.
Base salary with effect from
1 April 2021
Base salary with effect from
1 April 2022
Increase
Peter Herweck
£760,000
£785,000
3.3%
James Kidd
£530,000
£530,000
0%
As part of the Policy renewal in 2020, the Committee undertook an
extensive review of the Executive Directors’ remuneration against
market. It was noted at that point that our market positioning was
modest compared to the size of the Company we have become.
Since then, the OSIsoft acquisition has further increased the size
and complexity of the business. The Committee is also mindful of
the need to ensure that our market positioning on salaries ensures
we remain competitive as a top-half FTSE 100 company,
competing in the global industrial software market. We recognise
that increasing the level of competitiveness in salaries will require
the continued delivery of performance coupled with stretching
targets for variable and long-term compensation. This will ensure
alignment to shareholders’ objectives as we continue to grow.
Benefits and pension FY23
James Kidd has unchanged terms and conditions for FY23 which
are aligned to the wider UK workforce, and there are no planned
changes to either the benefits structure or quantum.
As detailed in the Annual Statement from the Remuneration
Committee Chair, Peter Herweck will not participate in the AVEVA
pension plan and will not receive cash in lieu of pension
contributions from AVEVA. He will retain his Schneider Electric
pension arrangement and he will receive the following benefits:
housing allowance, car allowance, medical insurance, tax
equalisation, personal liability insurance and personal insurance
protection.
Annual incentive scheme FY23
The FY23 maximum bonus opportunity for the CSTO will remain at
150% of base salary.
The maximum annual bonus opportunity for Peter Herweck is
200% of salary. The level of deferred bonus is remaining
unchanged from FY22 at 50%, with this amount being reduced by
25% in the event of the shareholding requirement having been met.
The Committee acknowledges that the increased salary level for
Peter Herweck results in an increase in annual incentive
opportunity and can confirm that it continues to require additional
stretch to targets so that more pay is delivered only for the
achievement of more stretching performance targets, taking into
account revised growth budgets, forecasts and external market
conditions. This annual incentive scheme operates for all non-sales
employees globally from the Executive Directors down through all
levels of the Company, with the same metrics, targets and financial
outcomes applying to all eligible employees. For FY23, the
proposed targets reflect the enlarged Group, absolute growth
above FY22 and progress towards a subscription business model.
Consistent with prior years, the maximum bonus will only be
earned for material improved year-on-year performance.
The Committee has reviewed the performance measures for FY23
to ensure they are appropriately aligned with the Group’s strategic
plan for the coming year. It is proposed that performance will be
measured against the following performance measures:
Measure
Weight
(% of maximum bonus
opportunity)
Profit (adjusted EBIT) margin
25%
ARR growth
25%
Cloud SaaS growth
25%
Cash conversion
10%
Strategic objectives
15%
For FY23, the annual incentive scheme will see both AVEVA and
OSIsoft employees aligned to the same financial performance
metrics for the combined Group. Annualised Recurring Revenue
and Cloud SaaS Growth are our two key strategic growth
objectives and including them in the short-term incentive ensures
all employees are aligned globally on this critical focus. The
strategic performance objectives are agreed with the
Remuneration Committee at the start of each financial year,
although this element will be capped at a maximum achievement
of 10% of the maximum opportunity should the Group adjusted
EBIT target not be met. At year-end, when we determine the
performance outcomes for the year, we will be thoughtful in our
assessment of results, balanced with the shareholder and
workforce experience.
The Board believes that, given the annual incentive scheme
rewards the achievement of the Company’s annual business plan,
the targets are market-sensitive and therefore should not be
disclosed in advance, but will ordinarily be disclosed retrospectively.
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Long-Term Incentive Plan FY23
There are no proposed increases in LTIP opportunity for FY23 for
James Kidd. The maximum LTIP award will remain unchanged at
175% of salary. Peter Herweck will not be granted an LTIP award
for FY23.
The Committee is mindful of the share price performance between
the granting of the 2021 and 2022 LTIP awards, and considered
scaling back the level of 2022 LTIP awards for James Kidd.
However, it was felt appropriate to maintain the level at 175% of
salary in light of the following contextual points:
• The role of CSTO is unique relative to typical FTSE 100
companies and as the CEO is not being granted LTIP awards,
James is the only Executive Director being granted a 2022
LTIP award.
• The quantum of the LTIP award (175% of salary) is within the
AVEVA policy maximum of 250% of salary for other Executive
Directors; modest relative to the FTSE 100 market for an
executive director in a company of AVEVA's size; and low
compared to the US market.
• Any scale-back at grant may be damaging in the competitive
talent market in which we compete, for wider LTIP participants.
• Notwithstanding the above, the Committee is committed to
preventing any inappropriate windfall gains at the end of the
three-year performance period. Therefore, at the time of vesting
of the 2022 awards, the Committee will make a specific
determination in this context as to whether to use its discretion
to reduce vesting levels at that time.
In terms of performance measures for the FY23 LTIP award to be
granted in 2022, the Committee has replaced the Total Revenue
Growth measure with Annualised Recurring Revenue (ARR).
The performance targets for the FY23 LTIP award are to be as follows:
LTIP performance element
Weighting
Minimum performance
Mid performance
Maximum performance
EPS growth
40%
25% vesting for
5% CAGR
80% vesting for
8% CAGR
100% vesting for
11% CAGR
Relative TSR performance
40%
25% vesting at
median performance
(50th percentile)
Linear vesting
between min and max
performance
100% vesting if in the
upper quartile
(75th percentile)
ARR
20%
25% vesting for 15%
CAGR
80% vesting for 17%
CAGR
100% vesting for 20%
CAGR
The TSR peer group is unchanged from FY22, with 25 companies
selected to form a bespoke peer group. These companies were chosen
on the basis that they accurately reflected AVEVA’s projected size,
industry specialism and global reach. The companies are listed below:
Name
Market cap1
Sector
1
ABB Group
£53,394m
Electrical components
2
Amadeus
£22,398m
Computer services
3
Ansys
£21,220m
Software
4
Aspen Technology
£7,312m
Software
5
Autodesk
£37,675m
Software
6
Avast
£6,330m
Software
7
Bentley Systems
£8,409m
Software
8
Cadence
£31,731m
Software
9
Dassault Systems
£48,690m
Software
10
Emerson Electric
£41,944m
Electronic equipment
11
General Electric
£78,545m
Diversified industrials
12
Hexagon
£27,638m
Software
13
Honeywell
£100,533m
Diversified industrials
14
IBM
£87,297m
Computer services
15
Manhattan
Associates
£6,314m
Software
16
Nemetschek
£7,902m
Software
17
PTC
£9,827m
Software
18
Rockwell Automation
£24,896m
Electronic equipment
19
ServiceNow
£83,349m
Software
20
Siemens
£97,037m
Diversified industrials
21
Synopsys
£35,632m
Software
22
Teamviewer
£2,269m
Software
23
Temenos N
£6,156m
Software
24
The Sage Group
£7,351m
Software
25
Trimble
£13,334m
Electronic equipment
AVEVA
£8,244m
Software
1.
Market capitalisation used is a three-month average to 31 March 2022.
Shareholding guidelines
AVEVA's shareholding guidelines are at market-leading levels:
including both annual bonus and LTIPs are 325% for James Kidd
and 200% of annual salary for Peter Herweck as he does not
receive an AVEVA LTIP. The shareholding requirements apply to all
newly issued LTIPs and deferred bonus shares granted in respect
of FY21 and later years. If the shareholding guidelines are met the
bonus deferral will be relaxed to half the usual amount, i.e. 25% of
any bonus to be deferred. The deferral will continue to be subject to
the existing three-year bonus holding period.
A two-year post-employment shareholding guideline was also
introduced in FY20 which applied to shares acquired through
awards granted under the new Remuneration Policy, with 100% of
the increased shareholding guidelines (or actual shareholding, if
lower) retained for the first year post employment and 50% for the
second year post employment.
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Shareholding guidelines and interests in shares (audited)
Shareholding guidelines (audited)
Executive Director share ownership guidelines are set out in the Remuneration Policy on page 107. The interests of the Executive Directors in
office at 31 March 2022 in the share capital of the Company as a percentage of base salary were as follows. Shares are valued for these
purposes at the financial year-end price, which was 2,450p at 31 March 2022.
Number of shares held as
at 31 March 20221
Value as at 31 March 2022
Value of shares as
% of base salary
Share ownership guideline
as a % of base salary
Guideline met
Peter Herweck
13,533
331,559
44%
200%
No
James Kidd
131,185
3,214,033
606%
325%
Yes
1.
Shares subject to deferred bonus arrangements, shares subject to LTIP awards which are in a holding period, and shares subject to other share awards which are no longer subject to
any performance condition (including any exercisable but unexercised deferred bonus awards and LTIP awards) count towards the requirement, on a net of assumed tax basis of 45%
income tax and 2% national insurance.
Interests in shares (audited)
The interests (both beneficial and their connected persons) of the Executive Directors in office at the date of this report in the share capital
of the Company as at 31 March 2022 were as follows:
Shares owned
outright at
31 March
2022
Shares owned
outright at
31 March
2021
LTIP unvested and
subject to
performance
conditions
LTIP unvested and
subject to holding
period
Deferred bonuses
unvested and subject
to continued
employment
GESPP matching
shares unvested and
subject to continued
employment
Vested and not
exercised
Total interests
Peter Herweck
13,533
–
–
–
–
48
–
13,581
James Kidd
131,160
105,033
75,414
–
8,435
87
25
215,121
Outstanding scheme interests (audited)
As at
1 April 2021
Number
Normal grants
during the year
Dividend
equivalent
Exercised
during the
year
Lapsed/
forfeited
during the
year
As at
31 March
2022
Exercise price
p
Gain on
exercise of
share options
£
Peter Herweck
GESPP
–
48
–
–
–
48
n/a
–
Total
–
48
–
–
–
48
–
James Kidd
LTIP
91,565
23,679
1,198
(36,053)
(4,975)
75,414
3.556
1,342,0531
Deferred shares
19,927
2,738
116
(14,321)
–
8,460
n/a
525,9182
GESPP
–
87
–
–
–
87
n/a
–
Total
111,492
26,504
1,314
(50,374)
(4,975)
83,961
1,867,970
1.
Market value at exercise date was 3,726p for 36,053 shares.
2.
Market value at exercise date was 3,485p for 7,630 shares, and 3,886p for 6,691 shares.
Summary of LTIP targets for all LTIPs in issue
Existing AVEVA LTIPs
Details of the LTIP targets for FY20 (granted in 2019, vesting at 51% of maximum due to performance, and now only subject to continued
employment), FY22 (granted in 2021) and FY23 (to be granted in 2022) awards are set out on pages 117 and 120 of this report.
The remaining subsisting LTIP award is for FY21 (granted in 2020) and the performance targets for this award are as follows:
• 50% EPS growth with 25% vesting for 5% growth per annum, 80% vesting for 10% growth per annum and 100% vesting for 15%
growth per annum;
• 25% relative TSR performance against a comparator group of 27 companies with 25% and 100% vesting for median and upper quartile
performance respectively; and
• total revenue growth with 25% and 100% vesting for 3% and 7% growth respectively.
Straight-line vesting applies between points.
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FINANCIAL STATEMENTS
GOVERNANCE
REMUNERATION COMMITTEE CONTINUED
Implementation Report continued
Dilution
The number of shares which may be allocated on exercise of any options granted under any of the Company’s share option schemes
(including employee schemes) shall not, when aggregated with the number of shares which have been allocated in the previous ten years
under these schemes, exceed 5% of the ordinary share capital of the Company in issue immediately prior to that date.
Payments made to past Directors (audited)
Craig Hayman stepped down from the Board on 7 July 2021. His leaving remuneration arrangements were detailed on page 98 of the 2021
Annual Report and continue to apply. David Ward left the Group on 7 May 2021 and was rewarded in line with the terms and conditions of
his employment. Other than this, no other payments were made to past Directors during FY22.
Payments for loss of office (audited)
No payments were made for loss of office during FY22.
Total shareholder return vs. techMARK All-Share Index FY12–FY22
The graph below shows performance, measured by total shareholder return, compared with the performance of the techMARK All-Share
Index. Total shareholder return is the share price plus dividends reinvested compared against the techMARK All-Share Index, rebased to the
start of the period. The Directors consider this index to be an appropriate choice as it includes AVEVA Group plc.
0
100
200
300
400
500
FY13
FY14
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
AVEVA Group plc, rebased
techMARK, rebased
FY12
Total shareholder return (GBP)
CEO single figure ten-year history
The table below shows the ten-year history of the CEO single figure of total remuneration:
FY13
FY14
FY15
FY16
FY17
FY18
FY19
FY20
FY21
FY22
Richard Longdon (to 31 December 2016)
963
1,163
517
561
395
–
–
–
–
–
James Kidd (1 January 2017 to 18 February 2018)
–
–
–
–
127
949
–
–
–
–
Craig Hayman (19 February 2018 to 30 April
2021)
–
–
–
–
–
137
7,346
5,650
5,023
632
Peter Herweck (1 May 2021 onwards)
–
–
–
–
–
–
–
–
–
1,693
CEO single figure of total remuneration (£’000)
963
1,163
517
561
522
1,086
7,346
5,650
5,023
2,326
Annual incentive payout (% of maximum)
94%
50%
8%
8%
18%
91%
98%
71%
57%
61%
LTIP payout (% of maximum)
33%
94%
0%
0%
0%
0%
n/a1
100%
88%
51%
1.
The relevant payout for LTIPs vesting in FY19 was 90%, but Craig Hayman had no LTIPs that vested in the year.
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Relative importance of spend on pay (GBP millions)
Employee
staff costs
426.6
630.0 | +48%
Recurring
revenue
557.4
769.4 | +38%
Adjusted
EBIT
226.6
314.8 | +39%
Dividends
paid
FY22
82.4
110.0 | +33%
FY21
Change in remuneration of Directors and all employees (audited)
The tables below illustrate the percentage change in salary, benefits and annual incentive of each Executive Director and Non-Executive
Director against two selected sub-sets of employees (including only those employees who were employed at the start of the FY21 financial
year through to the end of the FY22 financial year) calculated on an FTE basis, as well as the previous disclosure of the change between
FY20 and FY21. AVEVA Group plc only employs the Directors and a very small proportion of the workforce. Therefore, the comparator data
for the average employee has been calculated by reference to UK and US employees. This is considered to provide a more representative
comparison than the employees of the Parent Company only and reflects that the Group offices of heritage AVEVA and SES are
headquartered in these countries respectively, and together employ just over one-quarter of its workforce. Typical salary inflation in some
other AVEVA locations is materially higher than the UK and US, which would distort the comparison.
Executive Directors
Non-Executive Directors
Average UK
& US
employee
% change (FY21 to FY22)
CEO
CSTO
Philip
Aiken
Jennifer
Allerton
Christopher
Humphrey
Ron
Mobed
Paula
Dowdy
Peter
Herweck
Olivier
Blum
Base salary
n/a1
3.3%
15.5%
9.8%
8.5%
5.7%
5.7%
0%
0%
4.9%
Benefits
n/a1
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
0%
Annual bonus
n/a1
(24.5)%2
n/a
n/a
n/a
n/a
n/a
n/a
n/a
5.4%
% change (FY20 to FY21)
Base salary
0%
0%
0%
0%
0%
0%
0%
0%
0%
1.6%
Benefits
0%
0%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
0%
Annual bonus
5.9%
(5.5)%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
7.3%
1.
Due to the change in CEO, and the significant difference in remuneration packages between Craig Hayman and Peter Herweck, a year-on-year comparison of CEO salary is not
deemed appropriate.
2.
James Kidd’s FY22 bonus was reduced by one-third due to his time away from the business on compassionate leave.
Relative importance of spend on pay
The chart below illustrates the year-on-year change in total remuneration for all employees in the Group compared to recurring revenue,
adjusted EBIT and distributions to shareholders. The Committee determined recurring revenue and adjusted EBIT were appropriate
measures for this chart as they are the primary measures for the annual incentive scheme.
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GOVERNANCE
REMUNERATION COMMITTEE CONTINUED
Implementation Report continued
We chose Option A as it is felt this is the most accurate, consistent
and robust method to identify the 25th, 50th and 75th percentile UK
employees. In line with this option, the ratios are calculated using a
single-figure valuation methodology.
The total remuneration in respect of FY22 for the employees
identified at the 25th, 50th and 75th percentile is £48k, £68k and
£92k, respectively. The base salary in respect of FY21 for the
employees identified at the 25th, 50th and 75th percentile is £46k,
£64k and £80k, respectively.
The pay ratio for the 25th, 50th and 75th percentile declined
year-on-year. This is due to:
• An increase in total pay and benefits for all percentiles.
• The lower value of LTIPs vesting in FY22, due to the lower share
price and performance vesting.
• The inclusion of the final tranche of Craig Hayman’s buy-out
awards in FY21. Excluding these awards, the FY21 pay ratio
was 89:1, 65:1 and 49:1 for the 25th, 50th and 75th percentile
respectively.
The Committee has reviewed the FY22 pay ratios and is satisfied
that the overall picture is consistent with the remuneration policies
of the Group’s UK employees:
• Salaries are set annually using a range of factors including role
scope, experience, market benchmarks, and impact of role
(including for the Executive Directors).
• Benefit entitlement and level of benefit depending upon role and
level of seniority is consistently applied.
• Participation in the annual bonus scheme and level of
opportunity varies by level of seniority with all participants
measured against the same strategically aligned financial
metrics together with personal KPI achievement.
• None of the comparator employees participated in the 2020
long-term incentive scheme. Executive Directors and senior
executives receive a greater proportion of performance-related
variable pay plus share-based awards, reflecting their greater
influence over performance outcomes.
Outside appointments
The Board believes that accepting non-executive appointments
with other companies enhances the experience of Executive
Directors and therefore they are entitled to accept appointments
outside the Company provided that Board approval is sought prior
to accepting the appointment. Whether or not the Director
concerned is permitted to retain their fees is considered on a
case-by-case basis. Neither Craig Hayman nor James Kidd held
any outside appointments during the year. Peter Herweck holds
the following positions:
• Non-Executive Director of the supervisory Board of Rudolf
GmbH
• Non-Executive Director of Teradyne, Inc.
CEO pay ratio
The table below discloses the ratio of the Chief Executive Officer’s pay to that of the other employees for FY22. The CEO total remuneration
is his FY22 total single figure as disclosed on page 110. The calculation uses total remuneration on a consistent basis for the 25th (lower), 50th
(median) and 75th (upper) percentiles against the UK employee total remuneration (calculated on a full-time equivalent basis).The 25th, 50th
and 75th percentile UK employees were selected from the UK employee population as at 31 March 2021. The employees identified were
subsequently reviewed and deemed to be a true reflection of the UK workforce.
Year
Method
25th percentile (P25) pay ratio
Median (P50) pay ratio
75th percentile (P75) pay ratio
FY22
Option A
48:1
34:1
25:1
FY21
Option A
109:1
80:1
61:1
FY20
Option A
126:1
88:1
65:1
The total pay, benefits and salary of each employee who is the best equivalent of the 25th, 50th, and 75th ranked employee is as follows:
25th percentile pay ratio
50th percentile pay ratio
75th percentile pay ratio
Total pay and benefits
£48,457
£68,250
£91,753
Salary only
£46,004
£63,720
£80,000
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Service contracts and appointment letters
The service contracts for current Executive Directors include the following terms:
Name
Date of appointment
Date of contract
Continuous service date
Notice period
James Kidd
1 January 2011
19 February 2018
5 January 2004
9 months
Peter Herweck
1 May 2021
26 April 2021
1 May 2021
3 months
The service agreements are available to shareholders to view on request from the Company Secretary.
The Non-Executive Directors have appointment letters, the terms of which recognise that their appointments are subject to the Company's
Articles of Association and their services are at the direction of the shareholders. The letters of appointment for Non-Executive Directors
include the following terms:
Name
Date of appointment
Date of contract
Expiry/review date
of current contract
Notice period
Philip Aiken
1 May 2012
5 November 2020
Conclusion of 2023 AGM
3 months
Jennifer Allerton
9 July 2013
1 July 2019
Conclusion of 2022 AGM
3 months
Christopher Humphrey
8 July 2016
27 June 2019
26 June 2022
3 months
Ron Mobed
1 March 2017
1 March 2020
28 February 2023
3 months
Paula Dowdy
1 February 2019
28 January 2022
Conclusion of 2023 AGM
3 months
Olivier Blum
30 April 2020
30 April 2020
29 April 2023
3 months
Hilary Maxon
1 August 2021
26 July 2021
31 July 2023
3 months
Dr. Ayesha Khanna
28 October 2021
28 September 2021
27 October 2024
3 months
Anne Stevens
1 May 2022
19 April 2022
30 May 2025
3 months
All Non-Executive Directors submit themselves for election at the Annual General Meeting following their appointment and subsequent
intervals of no more than three years. There are no predetermined special provisions for Non-Executive Directors with regard to
compensation in the event of loss of office. Non-Executive Directors are not entitled to any payments in lieu of notice. The letters of
appointment are available for shareholders to view from the Company Secretary upon request.
Non-Executive Directors
Single total figure of remuneration for Non-Executive Directors (audited)
As noted in the Policy Report, the fees for the Chairman and the Non-Executive Directors are determined taking account of the individuals’
responsibilities, time devoted to the role and prevalent market rates.
In 2018 the Company reviewed the Non-Executive Director fees and increased the fees to a maximum of £700,000. AVEVA entered the
FTSE 100 in 2019 and over the past four years has increased in size and complexity, and in 2021 acquired OSIsoft. The fees have been
increasing to reflect the growth of AVEVA, the responsibilities of the roles and market conditions, growing from £390k for FY2018 to £656k
in FY2022. The current fees include the appointment of an additional independent Non-Executive Director during 2022. Schneider Electric
Non-Executive Directors continue to waive their fees as they have done since 2018.
As the Company moves forward in its development, it is being proposed to shareholders for approval at the 2022 AGM to increase the
maximum fee level to £1.25m to give sufficient flexibility in the medium term and to ensure there is the ability to operate the most effective
Board and Committee governance structure commensurate with the Company’s growth. This will allow both the retention and attraction of
Non-Executive Directors to the Board, with the appropriate skills and experience, and if deemed appropriate, increase the number of
Directors on the Board. This is of paramount importance to the effective leadership of the Company by the Board, supported by its
Committees.
The table below shows a single figure of remuneration for each of our Non-Executive Directors.
FY22 fees
£
FY21 fees
£
Philip Aiken (Chairman)
320,000
277,000
Christopher Humphrey
92,800
85,550
Jennifer Allerton
81,000
73,750
Paula Dowdy
65,000
61,500
Dr Ayesha Khanna
32,500
–
Ron Mobed
65,000
61,500
Olivier Blum1
–
–
Peter Herweck1
–
–
Hilary Maxson1
–
–
1.
Olivier Blum and Hilary Maxson have waived their fees for their current three-year term. Peter Herweck waived his Non-Executive Director fee until he was appointed CEO on 1 May
2021.
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FINANCIAL STATEMENTS
GOVERNANCE
Implementation of Remuneration Policy for Non-Executive Directors in FY23
Non-Executive Directors (NEDs) do not participate in any of the Company’s incentive arrangements nor do they receive any benefits. Their
fees are reviewed at appropriately regular intervals, usually annually, against those for companies of a similar scale and complexity to
AVEVA. The Chairman’s fees are set by the Committee and the Chief Executive; those for the NEDs are set by the Board as a whole. For
FY23, it has been decided that fees should be increased to reflect the revised size and complexity of the Company and the additional
workload resulting from the acquisition of OSIsoft. The table shows the annual fees payable for each of the NED roles held in the year.
Role
FY23 fees
£
FY22 fees
£
Chairman
350,000
320,000
Basic Non-Executive Director
68,000
65,000
Vice Chairman
40,000
40,000
Committee Chair (Audit and Remuneration)
20,000
16,000
Senior Independent Director
11,800
11,800
Non-Executive Directors’ interests in shares (audited)
The table shows the interests in AVEVA ordinary shares of Non-Executive Directors and their connected persons.
Shares owned
outright at
31 March
2022
Shares owned
outright at
31 March
2021
Philip Aiken (Chairman)
4,154
4,154
Christopher Humphrey
7,110
7,110
Jennifer Allerton
17,777
17,777
Paula Dowdy
–
–
Dr Ayesha Khanna
–
–
Ron Mobed
5,333
5,333
Olivier Blum
–
–
Hilary Maxson
–
–
There have been no changes to Directors’ holdings between the year-end date and the publication of this report.
This Remuneration Committee report has been approved by the Board of Directors and is signed on its behalf by:
Jennifer Allerton
Remuneration Committee Chair
7 June 2022
REMUNERATION COMMITTEE CONTINUED
Implementation Report continued
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Other statutory information
OTHER STATUTORY INFORMATION
Directors’ Report
The Directors’ Report for the year ended 31 March 2022 comprises
pages 74-131 of this report, together with the other sections of the
Annual Report indicated by the page numbers referred to below.
As permitted by legislation, we have included some of the matters
required to be included in the Directors’ Report in the Strategic
Report on pages 1-73 instead, as the Board considers them to be
of strategic importance. These are:
• operations during the year and likely future business
developments (throughout the Strategic Report);
• stakeholder engagement (see pages 42-46, 87 and 90-91); and
• risk management and internal control (page 47).
The Strategic Report and the Directors’ Report together form the
management report for the purposes of the Financial Conduct
Authority Disclosure Guidance and Transparency Rule (DTR)
4.1.8R.
Dividends
The Directors recommend the payment of a final dividend of 24.5
pence per ordinary share (FY21: 23.5 pence). If approved at the
forthcoming Annual General Meeting, the final dividend will be paid
on 5 August 2022 to shareholders on the register at close of
business on 8 July 2022.
Business review and future developments
The Chairman’s Statement, the Chief Executive’s Review and the
Finance Review include a review of our operations during the year
and our plans for the future.
The financial KPIs we use to measure our performance at Group
level include annualised recurring revenue, SaaS ACV, pro forma
revenue, pro forma organic constant currency adjusted EBIT,
adjusted diluted EPS and cash conversion. We also track non-
financial KPIs around gender diversity, carbon emissions and
employee trust. We set out the figures for the year ended 31 March
2022 on pages 24-27. You can find a discussion of the principal
risks and uncertainties facing the Group on pages 54-73.
Research and development
The Group continues an active programme of research and
development, updating and extending its range of products.
Further details can be found on page 20.
Intellectual property
The Group owns and/or licenses intellectual property, both in our
software tools and the products we derive from them. The
Directors consider such intellectual property to be of significant
value to the business and the Group has a comprehensive
programme to protect it.
Branches
The Group, through various subsidiaries, operates its business
through branches and offices in the UK and overseas.
Financial instruments
We discuss the Group’s financial risk management objectives and
policies and its exposures in note 23 to the consolidated financial
statements.
Going concern and viability statement
The Company’s going concern and viability statement are detailed
on pages 71-73 of the Strategic Report.
Directors and their interests
The Directors who served during the financial year ended 31 March
2022 are shown on pages 78-81.
We disclose Directors’ share and share option holdings and those
of their connected persons in the Remuneration Committee Report
on pages 121 and 126.
No Director had a material interest in any contract of significance,
other than a service contract or contract for services, with the
Company or any of its subsidiaries at any time during the year.
Conflicts of interest
The Company had procedures in place throughout the year to deal
with conflict situations, and these have operated effectively. No
conflicts arose during the year which required the Board to exercise
its authority or discretion in relation to such conflicts. As set out on
pages 79 & 80. Further details on how we manage conflicts can be
found on page 81 and 82.
Share capital
You can find details of the issued share capital and share capital
structure in note 27 to the consolidated financial statements. The
rights attaching to the Company’s shares are set out in our Articles
of Association.
Members may attend any general meeting of the Company, subject
to any restrictions referred to in the next section.
There are no restrictions on the transfer of ordinary shares in the
Company other than: certain restrictions which may from time to
time be imposed by laws and regulations; and pursuant to the UK
Market Abuse Regulation and the Company’s own rules whereby
Directors and certain employees of the Company require the
approval of the Company to deal in its ordinary shares; and
pursuant to the Articles of Association where there is default in
supplying the Company with information concerning interests in
the Company’s shares. There are no special control rights in
relation to the Company’s shares.
Voting rights
Subject to any restrictions below, on a show of hands every
member who is present in person or by proxy at a general meeting
has one vote on each resolution. In addition, on a poll every
member who is present in person or by proxy has one vote on each
resolution for every share of which he or she is the registered
member. A proxy will have one vote for and one vote against a
resolution on a show of hands in certain circumstances specified in
the Articles of Association. The Notice of Annual General Meeting
specifies deadlines for exercising voting rights.
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STRATEGIC REPORT
FINANCIAL STATEMENTS
GOVERNANCE
A resolution put to the vote of a general meeting is decided on a
show of hands. This is unless beforehand, or on the declaration of
the result of the show of hands, the Chairman of the meeting
demands a poll. The Articles of the Company also allow members,
in certain circumstances, to demand that a resolution be decided by
a poll. A member may vote personally or by proxy at a general
meeting. Any form of proxy must be delivered to the place or
address specified by the Company for that purpose in the notice or
by way of note to the notice convening the meeting or any
document accompanying such notice not less than 48 hours before
the time appointed for holding the meeting or adjourned meeting at
which the person named in the appointment proposes to vote. (For
this purpose, the Directors may specify that no account shall be
taken of any part of a day that is not a working day.) A corporation
which is a member of the Company may authorise such persons as
it thinks fit to act as its representatives at any general meeting of
the Company.
No member shall be entitled to attend or vote, either personally or
by proxy, at a general meeting in respect of any share if any call or
other sum presently payable to the Company in respect of such
share remains unpaid, or in certain other circumstances specified in
the Articles of Association where there is default in supplying the
Company with information concerning interests in the Company’s
shares.
Dividends, distributions and liquidation
Members can declare final dividends by passing an ordinary
resolution, but the amount of the dividends cannot exceed the
amount the Board recommends. The Board can pay interim
dividends provided the distributable profits of the Company justify
such payment. The Board may, if authorised by an ordinary
resolution of the members, offer any member the right to elect to
receive new shares, which will be credited as fully paid, instead of
their cash dividend. Any dividend or other sum which has not been
claimed for 12 years after it became due for payment will be
forfeited and revert to the Company. Members may share in
surplus assets on a liquidation.
If the Company is wound up, the liquidator can, with the sanction
of the members by special resolution and any other sanction
required by law, divide among the members all or any part of the
assets of the Company. He or she can also value any assets and
determine how the divisions shall be carried out as between the
members or different classes of members. The liquidator can also
transfer the whole or any part of the assets to trustees upon any
trusts for the benefit of the members. No members can be
compelled to accept any asset which would give them any liability.
There are no agreements between holders of securities that are
known to the Company which may result in restrictions on the
transfer of securities or on voting rights. The only exception is
described below in relation to the Employee Benefit Trust.
Political donations
The Company did not make any political donations or incur any
political expenditure during the year ended 31 March 2022.
The Company has a policy of not making donations to political
organisations or independent election candidates, or incurring
political expenditure anywhere in the world.
Powers for the Company to buy back shares
The Company was authorised at the 2021 AGM to purchase up to
30,116,752 of its own ordinary shares of 3 5/9 pence each in the
market. This authority expires on the earlier of 6 October 2022 and
the date of the 2022 AGM. The Company did not purchase any of
its own shares under this authority during the year. In accordance
with the Directors’ stated intention to seek annual renewal a
special resolution will be proposed at the AGM to renew this
authority until the earlier of the end of the Company’s 2023 AGM
and 30 September 2023, in respect of up to 30,162,404 ordinary
shares, which is approximately 10% of the Company’s issued
share capital (excluding treasury shares) as at 7 June 2022.
Change of control
All of the Company’s share-based plans and long-term incentive
schemes contain provisions relating to change of control.
Outstanding awards and options normally vest and become
exercisable or payable on or following a change of control arising
as a result of an offer or the court sanctioning a compromise or
arrangement under the Companies Act 2006, subject to the
satisfaction of any relevant performance conditions at that time.
The Company’s £250 million Revolving Credit Facility dated
25 August 2020 (as amended and restated on 23 December 2021)
with Barclays Bank plc as agent provides that if:
• Schneider Electric SE ceased to hold directly or indirectly 50.1%
or more of the issued and registered voting share capital of the
Company; or
• any person or group of persons acting in concert (other than
Schneider Electric SE) gains control of the Company, then the
Company and lenders will enter into negotiations to agree terms
and conditions acceptable to all parties. During this period,
lenders are not obliged to increase borrowings under the facility.
Following a negotiation period, if no agreement is reached, any
lender may cancel its commitment and declare all its
outstanding loans immediately due and payable.
The Relationship Agreement referred to below will terminate
(among other events) upon the listing of the Company’s shares
being cancelled.
There are no other significant agreements to which the Company is
a party that take effect, alter or terminate upon a change of control
of the Company following a takeover bid.
There are no agreements between the Company and its Directors
or employees providing for compensation for loss of office or
employment that occurs because of a takeover bid. There are no
arrangements between the Company and any shareholder under
which a shareholder has agreed to waive future dividends, except
as set out below under the heading Employee Benefit Trust.
Articles of Association
Any amendments to the Company’s Articles of Association may be
made in accordance with the provisions of the Companies Act
2006 by way of special resolution.
Powers of the Directors
The business of the Company is managed by the Directors, who
may exercise all powers of the Company, subject to the Company’s
Articles of Association, relevant statutory law and any direction
OTHER STATUTORY INFORMATION CONTINUED
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Integrated Annual Report 2022 | aveva.com
that may be given by the Company in general meeting by special
resolution. Subject to the Companies Act 2006, shares may be
issued by Board resolution. At the Company’s last Annual General
Meeting, powers were granted to the Directors (subject to limits set
out in the resolutions) to issue and to buy back its own shares.
Similar powers are proposed to be granted at the forthcoming
Annual General Meeting. The buy-back authority was limited to
10% of the Company’s issued share capital. No shares have been
bought back under this authority.
Substantial shareholdings
Interests in the ordinary share capital of the Company are set out in
the table below.
The Company has been notified, in accordance with Disclosure
Guidance and Transparency Rule 5 (DTR 5), of the following
interests in the Company’s ordinary share capital:
As at 31 March 2022
As at 31 March 2021
Name of holder
Number
Percentage
held %
Number
Percentage
held %
Schneider
Electric SE
177,931,087
59.1
176,471,625
58.6
Estudillo
Holdings LLC
13,655,570
4.5
13,655,570
4.5
In the period from 31 March 2022 to the date of this report we have received no further
notifications of any changes to holdings in accordance with the DTR 5.
Appointment of Directors
Members may appoint Directors by ordinary resolution and may
remove any Director (subject to the giving of special notice). If
desired, they may replace such removed Director by ordinary
resolution. New Directors may be appointed by the Board but are
subject to election by members at the first Annual General Meeting
after their appointment. A Director may be removed from office if
requested by all other Directors.
The Company’s Articles of Association require that at each Annual
General Meeting any Director who shall have been a Director at
each of the preceding two Annual General Meetings and who was
not appointed or reappointed then or subsequently shall retire from
office (and be subject to re-election by members). However, in
accordance with the UK Corporate Governance Code, the
Company requires all Directors who held office at 31 March 2022
to stand for re-election.
Listing Rules disclosures
For the purpose of the FCA’s Listing Rule 9.8.4C R, the only
applicable information required to be disclosed in accordance with
LR9.8.4 R can be found in:
• the section below titled ‘Employee Benefit Trust’ (in respect of
shareholder waiver of dividends and future dividends);
• the section below titled ‘Majority shareholder and the
Relationship Agreement’ (in respect of a statement by the
Board in respect of the Relationship Agreement with the
controlling shareholder); and
• the Remuneration Committee Report in relation to Craig
Hayman (in respect of details of long-term incentive schemes as
required by the Listing Rules).
Annual General Meeting
The Annual General Meeting will be held on 15 July 2022 at 9.30
a.m. at AVEVA, 30 Cannon Street, London, EC4M 6AH. The Notice
of the Annual General Meeting is being sent to shareholders along
with this Annual Report, which contains details of the resolutions
proposed, and is available on the Company’s website.
Employee Benefit Trust
The AVEVA Group Employee Benefit Trust 2008 was established
in 2008 to facilitate satisfying the transfer of shares to employees
within the Group on the exercise of vested options under the
Company’s various share option and deferred bonus share plans.
The Trust holds a total of 54,307 ordinary shares in AVEVA Group
plc, representing 0.02% (FY21: 135,235 shares representing
0.04%) of the issued share capital at the date of this report. Under
the terms of the Trust deed governing the Trust, the trustees are
required (unless the Company directs otherwise) to waive all
dividends and abstain from voting in respect of ordinary shares in
AVEVA Group plc held by the Trust, except where beneficial
ownership of any such ordinary shares was passed to a beneficiary
of the Trust. In the same way as other employees, the Executive
Directors of the Company are potential beneficiaries under
the Trust.
Majority shareholder and the Relationship
Agreement
The Company entered into a relationship agreement (the
Relationship Agreement) with Schneider Electric SE, its majority
shareholder, on 1 March 2018, as amended on 15 March 2019.
The Relationship Agreement will remain in force until (i) AVEVA
ceases to be listed; or (ii) the Schneider Electric Group ceases to be
a shareholder; or (iii) if earlier, by agreement between Schneider
Electric and AVEVA (subject always to the Listing Rules).
The Relationship Agreement contains provisions relating to the
ongoing relationship between AVEVA and Schneider Electric,
including:
• Schneider Electric may appoint up to two Non-Executive
Directors (depending on the level of its shareholding);
• after a period of two years from completion of the combination,
for so long as Schneider Electric has the right to appoint at least
one Non-Executive Director, it will have the right (but not the
obligation) to appoint such Non-Executive Director as
the Chairman;
• so long as Schneider Electric is entitled to appoint at least one
Non-Executive Director, each of the Remuneration Committee
and Nomination and Governance Committee will comprise a
total of four members, one of whom will be the (or a) Non-
Executive Director appointed by Schneider Electric and the other
three members will be independent Non-Executive Directors;
and
• for a period of five years from completion of the combination
and provided Schneider Electric holds more than 50% of the
voting rights in AVEVA, AVEVA shall give Schneider Electric
reasonable notice of certain specified transactions.
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The Relationship Agreement also provides that (i) for so long as
Schneider Electric remains a ‘controlling shareholder’ of AVEVA
within the meaning of LR6.1.2AR, or (ii) the Schneider Electric
Group holds 25% or more of the voting rights or economic interest
in AVEVA, it agrees to undertake, and procure that its Associates
(as defined in the Listing Rules) undertake, that:
• all transactions, agreements and arrangements between the
Schneider Electric Group and any member of the enlarged
AVEVA Group are conducted on an arm’s-length basis and on
normal commercial terms;
• neither Schneider Electric nor any of its Associates will propose
or procure the proposal of a shareholder resolution which is
intended or appears to be intended to circumvent the proper
application of the Listing Rules;
• neither Schneider Electric nor any of its Associates will take any
action that would have the effect of preventing AVEVA from
complying with its obligations under the Listing Rules or the
terms of the Relationship Agreement; and
• it will abstain and will cause its Associates to abstain from
voting on any resolution to approve a ‘related party transaction’
(as defined in the Listing Rules) involving Schneider Electric or
any of its Associates as the related party.
Since 1 September 2021, Schneider Electric has been under no
restrictions as to further acquisitions of shares or making offers.
Further details of the Relationship Agreement are set out in the
Prospectus dated 6 November 2020, at Part XIII, paragraph 2.
AVEVA has complied and, in so far as it is aware, Schneider Electric
and its Associates have complied with the independence provisions
in the Relationship Agreement during the period under review.
Disabled employees
We give full consideration to applications for employment from
disabled persons where the candidate’s particular aptitudes and
abilities adequately meet the requirements of the job. We have
made opportunities available to disabled employees for training,
career development and promotion.
When existing employees become disabled, it is our policy to
provide continuing employment wherever practicable in the same or
an alternative position. We also seek to provide appropriate training
to achieve this aim as well as reasonable adjustments to the
workplace and other support mechanisms. All employees, including
those with a disability, are treated in a fair and inclusive way
throughout their careers, whether that means accessing training, for
development opportunities or when seeking job progression.
Employee involvement
We place considerable value on the involvement of our employees.
We keep them informed of matters affecting them as employees
and on the various factors that affect the performance of the
Group. We achieve this through formal and informal meetings,
employee newsletters, the Company’s intranet and presentations
from senior management. In respect of the discretionary share
plans, eligible employees are entitled to receive an annual
discretionary award related to the overall profitability of the Group,
subject to the performance of the individual and the Group.
The Company also operates an all-employee share plan in each of
the countries in which the Board, in its discretion, decides to offer it,
giving eligible employees the opportunity to purchase ordinary
shares in the Company on beneficial terms. We also carry out
employee-wide surveys from time to time to gauge the success or
otherwise of our policies. We use this information to improve
matters as appropriate. Please see pages 90-91 for further details
on workforce engagement, where we discuss how the Directors
have engaged with employees, and pages 87-89 where we set out
how the Directors have had regard to employee interests and the
effect of that regard, including on the principal decisions taken by
the Company during the financial year. In addition, please see
pages 87-89 where we summarise how the Directors have had
regard to the need to foster the Company’s business relationships
with suppliers, customers and others, and the effect of that regard,
including on the principal decisions taken by the Company during
the financial year.
Directors’ indemnity
‘Qualifying third-party indemnity’ provisions (as defined in section
234 of the Companies Act 2006) were in force during the financial
year ended 31 March 2022 for the benefit of the Directors of the
Company and, as at the date of this report, are in force for the
benefit of the Directors of the Company. In relation to certain losses
and liabilities which they may incur (or may have incurred) in
connection with their duties, powers or office. The Company also
maintains directors’ and officers’ liability insurance which gives
appropriate cover for legal action brought against its Directors.
Greenhouse gas emissions reporting
We are required to state the annual quantity of emissions, in
tonnes of carbon dioxide equivalent, from activities for which the
Group is responsible. These include the combustion of fuel, the
operation of any facility, and emissions resulting from the purchase
of electricity, heat, steam or cooling. We set out details of our
emissions on page 35 of the Strategic Report of the Strategic
Report and include them as part of the Directors’ Report
disclosures. Also included on pages 63 to 69 and pages 34 to 35 of
the Strategic Report are our climate-related disclosures consistent
with the TCFD Recommendations and Recommended Disclosures,
and Streamlined Energy and Carbon Reporting (SECR) disclosures.
Auditor
A resolution to appoint PricewaterhouseCoopers LLP as auditor will
be put to the members at the Annual General Meeting. Ernst &
Young LLP (the Company’s auditors for the financial period ended
31 March 2022) will not seek reappointment and will therefore
cease to hold office at the conclusion of the Annual General Meeting.
As reported in the 2020 annual report, the Board agreed to tender
the external audit contract for the Company during 2021. The Audit
Committee oversaw a formal and comprehensive tender process
for the external audit appointment. On the recommendation of the
Audit Committee, the Board is recommending to shareholders in
the Notice of AGM the appointment of PricewaterhouseCoopers
LLP as the Company’s new auditor with effect from the year
ending 31 March 2023. Details of the tender process are provided
in the Audit Committee Report on page 97 of the Annual Report
and Accounts 2022. The Audit Committee assessed the candidates
based on the experience of their proposed teams, their knowledge
of the sectors in which the Company operates and their technical
expertise. The Audit Committee has confirmed to the Board that its
recommendation that PricewaterhouseCoopers LLP be appointed
as the Company’s auditor is free from third-party influence and
that no restrictive contractual provisions have been imposed on the
Company regarding its choice of auditor.
OTHER STATUTORY INFORMATION CONTINUED
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Statement of Directors’ responsibilities in relation
to the financial statements
The Directors are responsible for preparing the Annual Report and
the financial statements in accordance with applicable law and
regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors are
required to prepare the Group financial statements in accordance
with UK-adopted International Accounting Standards in conformity
with the requirements of the Companies Act 2006 (IFRSs) and
have also chosen to prepare the Parent Company financial
statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting
Standards and applicable law), including Financial Reporting
Standard 101 Reduced Disclosure Framework (FRS 101). Under
company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and the Company as at the
end of the financial year and of the profit or loss of the Group for
that period.
In preparing those consolidated financial statements, the Directors
are required to:
• select and apply accounting policies in accordance with
accounting standard IAS 8;
• present information, including accounting policies, in a manner
that provides relevant, reliable, comparable and understandable
information; and
• provide additional disclosures when compliance with the
specific requirements in IFRSs is insufficient to enable users to
understand the impact of particular transactions, other events
and conditions on the entity’s financial position and financial
performance.
In preparing the Parent Company financial statements, the
Directors are required to:
• select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that are
reasonable and prudent;
• state whether applicable UK Accounting Standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on the going concern basis,
unless it is inappropriate to presume that the Company will
continue in business.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Group’s and
Company’s transactions and disclose with reasonable accuracy at
any time the financial position of the Company and enable them to
ensure that the financial statements comply with the Companies
Act 2006. They are also responsible for taking such steps as are
reasonable to safeguard the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud
and other irregularities.
Disclosure of information to auditor
The Directors who were members of the Board at the time of
approving the Directors’ Report are listed on pages 78-81. Each of
these Directors confirms that:
• so far as he or she is aware, there is no relevant audit
information (as defined by section 418 of the Companies Act
2006) of which the Company’s auditor is unaware; and
• he or she has taken all the steps he or she ought to have taken
as a Director to make himself or herself aware of any such
relevant audit information and to establish that the Company’s
auditor is aware of that information.
Fair and balanced reporting
Having taken advice from the Audit Committee, the Board
considers the Annual Report and Accounts, taken as a whole, is
fair, balanced and understandable and that it provides the
information shareholders need to assess the Company’s position,
performance, business model and strategy.
Responsibility statement pursuant to the FCA’s
Disclosure Guidance and Transparency Rule 4
(DTR 4)
Each Director of the Company (whose names and functions appear
on pages 78-81) confirms that (solely for the purpose of DTR 4) to
the best of his or her knowledge:
• the financial statements in this document, prepared in
accordance with UK law and applicable accounting
standards, give a true and fair view of the assets, liabilities,
financial position and result of the Company and the
undertakings included in the consolidation taken as a whole;
and
• the Strategic Report and the Directors’ Report include a fair
review of the development and performance of the business
and the position of the Company and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they
face.
This Directors’ Report has been approved by the Board of Directors
and is signed on its behalf by:
Helen Lamprell
Group General Counsel and Company Secretary
7 June 2022
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GOVERNANCE
AUDITOR’S REPORT
Independent Auditor’s Report to
the members of AVEVA Group plc
Opinion
In our opinion:
• AVEVA Group plc’s Group financial statements and Parent Company financial statements (the “financial statements”) give a true and fair
view of the state of the Group’s and of the Parent Company’s affairs as at 31 March 2022 and of the Group’s loss for the year then
ended;
• the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;
• the Parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
• the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the financial statements of AVEVA Group plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended
31 March 2022 which comprise:
Group
Parent Company
Consolidated income statement for the year ended 31 March 2022
Company balance sheet as at 31 March 2022
Consolidated statement of comprehensive income for the year then ended
Statement of changes in equity for the year
then ended
Consolidated balance sheet as at 31 March 2022
Statement of cash flows for the year then ended
Consolidated statement of changes in shareholder’s equity for the year then ended
Related notes 1 to 10 to the financial statements
including a summary of significant accounting
policies
Consolidated cash flow statement for the year ended
Related notes 1 to 30 to the financial statements, including a summary of significant
accounting policies
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK
adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent
Company financial statements is applicable law and United Kingdom Accounting Standards, including FRS 101 “Reduced Disclosure
Framework” (United Kingdom Generally Accepted Accounting Practice).
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities
under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We
believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Independence
We are independent of the Group and Parent in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical
responsibilities in accordance with these requirements.
The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the Group or the Parent Company and we remain
independent of the Group and the Parent Company in conducting the audit.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of
the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group and Parent company’s ability to continue to
adopt the going concern basis of accounting included:
• We understood the process undertaken by Management to perform the going concern assessment, including the evaluation of the
macroeconomic impact of the Ukraine crisis, the remaining impact of Covid-19 on the Group, the Group’s access to available sources of
liquidity and forecast compliance with associated covenants including repayment/expiry dates and associated plans;
• We obtained management’s going concern assessment, including the cash flow forecasts for the going concern period to
30 September 2023;
• The Group has modelled a base case which is consistent with the assumptions used in the Group’s impairment assessments; a sensitivity
scenario which reduces base revenues by 10% and increases debtor days by 10%; and a reverse stress test based on liquidity/covenants
in order to determine how much additional downside in trading could be absorbed before a breach of covenants occurs (which based on
the stress testing would occur ahead of a liquidity shortfall);
• We assessed the reasonableness of all key assumptions, namely revenue performance per revenue stream, adjusted EBIT margin and
working capital movements. This has been performed by:
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• checking the arithmetical accuracy of management’s model;
• assessing the historical forecasting accuracy of the Group by comparing actual revenue and adjusted EBIT to forecast for the previous
five years;
• comparing the revenue forecasts to the revenue backlog and revenue pipeline against the forecast and previous conversion rates;
• reconciling the working capital assumptions with the risk assumed within the expected credit loss calculation; and
• checking for consistency of the forecasts with other areas of the audit including impairment assessment.
• We compared the reduction in revenues assumed in the most severe scenario presented by management to the revenue declines
demonstrated during recent economic crises. We have also compared the forecast result to reports from analysts and expected revenue
trends to industry forecasts for industrial software including the remaining impact of Covid-19 and ongoing impact of the conflict in
Russia and Ukraine;
• We confirmed the availability of the Revolving Credit Facility “RCF” and term loan by comparing to the underlying agreement and
reperformed management’s forecast covenant ratio compliance calculations to check for breaches of each covenant ratio throughout the
going concern period under each scenario presented by management. We have also inspected the underlying agreements for other
compliance matters which may otherwise impact the availability of the RCF and term loan;
• We compared current trading performance to management’s going concern forecast by obtaining the latest available management
accounts and latest available weekly Group cash report to identify any issues with current trading and cashflows;
• We recalculated the results of the sensitivity testing performed by management to determine the impact of reasonably possible
fluctuations in key assumptions on the Group’s available liquidity and covenant compliance;
• We performed reverse stress testing to establish the level of change in revenue and adjusted EBIT margin necessary to cause a liquidity
or financial covenant breach and considered the likelihood of such a change;
• We considered the further mitigating actions available to the Group, such as reduction of discretionary expenditure, reducing, deferring,
or cancelling dividend payments, making prepayments under the term loan to minimise expense and maximise cash, and cash
repatriation. We have also considered the feasibility of management being able to execute such mitigating actions, when considering the
likelihood of the reverse stress testing scenario; and
• We reviewed the appropriateness of management’s going concern disclosure in describing the risks associated with its ability to continue
to operate as a going concern from the date of approval of the financial statements to 30 September 2023.
We observed that the adjusted EBIT for the Group continues to grow (2022: £314.8 million, 2021: £226.4 million) and the Group generates
positive operating cashflows (2022: £139.8 million, 2021: £58.4 million). The Group acquired OSISoft on 19 March 2021, which contributed
to the increase in positive consolidated cashflows. As part of the funding of the acquisition consideration, the Group obtained a $900 million
term loan from Schneider Electric, its majority shareholder, however this is not repayable during the going concern period. As at 31 March
2022, the term loan balance including capitalised fees, interest and foreign exchange amounted to £684.5m. The Group has access to a
committed revolving credit facility of £250m, which doesn’t expire until 2025 (undrawn as at 31 March 2022). The covenant compliance
necessary under both covenant test ratios within the RCF have been modelled as part of the going concern forecast.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern for a period from the date
of the approval of the financial statements to 30 September 2023.
In relation to the Group and Parent Company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered
it appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the group’s ability to continue
as a going concern.
Overview of our audit approach
Audit scope
• We performed an audit of the complete financial information of seven (2021: nine) components and audit
procedures on specific balances for a further ten (2021: ten) components.
• The components where we performed full or specific audit procedures accounted for 73% of adjusted Profit
before tax , 86% of Revenue and 82% of Total assets.
Key audit matters
• Risk of inappropriate revenue recognition
• Impairment of goodwill and intangible assets
Materiality
• Group materiality of £13.8m which represents 5% of adjusted profit before tax..
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AUDITOR’S REPORT CONTINUED
An overview of the scope of the parent company and group audits
Tailoring the scope
Our assessment of audit risk, our evaluation of materiality and our allocation of performance materiality determine our audit scope for each
company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. We take into
account size, risk profile, the organisation of the Group and effectiveness of group-wide controls, changes in the business environment and
other factors such as recent Internal audit results when assessing the level of work to be performed at each entity.
In assessing the risk of material misstatement to the Group financial statements, and to ensure we had adequate quantitative coverage of
significant accounts in the financial statements, of the 105 reporting components of the Group, we selected 17 components covering entities
within the UK, US, Canada, China, France, Germany, Korea, Japan, Russia, India, Sweden, and the Netherlands, which represent the principal
business units within the Group.
Of the 17 components selected, we performed an audit of the complete financial information of 7 components (“full scope components”)
which were selected based on their size or risk characteristics. For the remaining 10 components (“specific scope components”), we
performed audit procedures on specific accounts within that component that we considered had the potential for the greatest impact on the
significant accounts in the financial statements either because of the size of these accounts or their risk profile.
The reporting components where we performed audit procedures accounted for 73% (2021: 77%) of the Group’s adjusted Profit before tax,
86% (2021: 79%) of the Group’s Revenue and 82% (2021: 84%) of the Group’s Total assets. For the current year, the full scope components
contributed 68% (2021: 70%) of the Group’s adjusted Profit before tax, 69% (2021: 52%) of the Group’s Revenue and 79% (2021: 81%) of
the Group’s Total assets. The specific scope component contributed 4% (2021: 7%) of the Group’s adjusted Profit before tax, 17%
(2021: 27%) of the Group’s Revenue and 3% (2021: 3%) of the Group’s Total assets. The audit scope of these components may not have
included testing of all significant accounts of the component but will have contributed to the coverage of significant accounts tested for the
Group.
Of the remaining 90 components that together represent 27% of the Group’s adjusted Profit before tax, none are individually greater than
3% of the Group’s adjusted Profit before tax. For these components, we performed other procedures including analytical review, testing of
consolidation journals and intercompany eliminations, obtaining a sample of additional cash confirmations, and foreign currency translation
recalculations to respond to potential risks of material misstatement to the Group financial statements.
Changes from the prior year
For the current year, we have designated the component in AVEVA AB (Sweden) as specific scope compared to review scope in the
comparative period, as part of our rotational audit scoping strategy, replacing AVEVA Software GB Limited that was a specific scope last
year. The remaining reduction of 2 full scope entities is a result of specific treasury entities used by the Group in the prior year to execute the
OSIsoft acquisition.
Involvement with component teams
In establishing our overall approach to the Group audit, we determined the type of work that needed to be undertaken at each of the
components by us, as the primary audit engagement team, or by component auditors from other EY global network firms operating under
our instruction. Of the seven full scope components, audit procedures were performed on three of these directly by the primary audit team.
For the remaining four full scope components and ten specific scope components, where the work was performed by component auditors,
we determined the appropriate level of involvement to enable us to determine that sufficient audit evidence had been obtained as a basis for
our opinion on the Group as a whole.
The Group audit team continued to follow a programme of planned visits that has been designed to ensure that the Senior Statutory Auditor
or senior members of the team visit at least two components or as allowed by travel restrictions associated with COVID-19. During the
current year’s audit cycle, visits were undertaken by the primary audit team to the component teams in the US and Sweden. These visits
involved where appropriate, discussing the audit approach with the component team and any issues arising from their work, meeting with
local management, attending closing meetings, and reviewing relevant audit working papers on risk areas. For all component teams, the
primary team interacted regularly with the component teams where appropriate during various stages of the audit, reviewed relevant
working papers and were responsible for the scope and direction of the audit process. This, together with the additional procedures
performed at Group level, gave us appropriate evidence for our opinion on the Group financial statements.
Climate change
There has been increasing interest from stakeholders as to how climate change will impact companies. The Group has determined that the
most significant future impacts from climate change on its operations will be from the impact of the high exposure to carbon intensive
industries on the Group’s reputation and the potential inability to fully support customers with their current portfolio as business models shift
away from hydrocarbons. These are explained on pages 68 to 69 in the Task Force for Climate related Financial Disclosures and on pages
54 to 62 in the principal risks and uncertainties, which form part of the “Other information,” rather than the audited financial statements.
Our procedures on these disclosures therefore consisted solely of considering whether they are materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit or otherwise appear to be materially misstated.
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Governmental and societal responses to climate change risks are still developing, and are interdependent upon each other, and consequently
financial statements cannot capture all possible future outcomes as these are not yet known. The degree of certainty of these changes may
also mean that they cannot be taken into account when determining asset and liability valuations and the timing of future cash flows under
the requirements of UK adopted international accounting standards and for the parent company United Kingdom Accounting Standards,
including FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice)..
Our audit effort in considering climate change was focused on assessing the effects of material climate risks disclosed on pages 54 to 62
have been appropriately reflected in asset values and associated disclosures where values are determined through modelling future cash
flows, being Goodwill and Intangible assets. We also challenged the Directors’ considerations of climate change in their assessment of going
concern and viability and associated disclosures.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of
the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified.
These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and
directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a
whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Risk
Our response to the risk
Key observations
communicated to the
Audit Committee
Risk of inappropriate revenue recognition
Refer to the Audit Committee Report (pages
96 to 101); Accounting policies (pages 194
to 199); and Note 2b of the Consolidated
Financial Statements (pages 148 to 149)
The group has reported revenue of
£1,235.6 million (2021: £820.4 million) and
this continues to be an important KPI for the
Group.
In particular, the risks are:
•
Inappropriate application of the group
revenue recognition policy (subscription
revenue: £424.2 million,
2021: 359.7 million) and IFRS 15
‘Revenue’ for licence revenue
recognition, could result in, for example,
revenue being recorded when
performance obligations have not been
satisfied and incorrect deferral of
revenue for support and maintenance
and other obligations; and Inappropriate
revenue recognition in relation to cut off
for all revenue streams, as revenue may
not have been recognised in the correct
accounting period. This includes the risk
of possible manipulation of project
margins by management through
estimates to complete on Percentage of
Completion (POC) projects, particularly
where progress as of year-end is
greater than 10% and less than 90%
complete (as contracts that have just
commenced or nearly finalised are less
judgemental).
Walkthroughs and controls
We performed walkthroughs of significant classes of revenue transactions to
understand significant processes, including the central group revenue approval
process, and to identify and assess the design effectiveness of key financial
controls.
Licence revenue recognition for perpetual and subscription arrangements:
We have performed licence revenue transaction testing at a local and group level
to ensure that revenue has been recorded in accordance with the Group’s revenue
recognition policy and IFRS 15 and has been appropriately recorded in the current
year income statement or deferred on the balance sheet as appropriate. This was
achieved by testing a sample of contracts and:
•
agreeing licence revenues to signed contracts or software licence agreements;
•
agreeing the revenue to subsequent payment as evidence of collectability;
•
checking evidence such as delivery of licence keys to support that software
has been delivered to customers prior to revenue recognition;
•
reviewing contract terms to establish whether all performance obligations
have been identified and for any conditions that would impact the timing of
revenue recognition and in turn the completeness of contract liabilities;
•
ensuring appropriate allocation of the fair value of contract consideration and
recognition of revenue for other deliverables included within the contract; and
We have performed an independent assessment using our industry knowledge to
establish whether the fair value attributed to support and maintenance services is
appropriate including for any non-standard contracts.
To validate our understanding of contractual terms with customers and to identify
any contractual issues or any ongoing contractual obligations, we made enquiries
of management outside the finance function, including the sales team and legal
counsel to ensure that appropriate obligations and commitments had been
recorded in the financial statements.
We have performed a test of detail including reviewing the terms and conditions
of the contract and recalculating the amount of revenue to be recognised in
comparison to amounts billed, for a sample of contract liability and contract asset
revenue items to ensure it is in accordance with the revenue recognition principles.
We have performed analytical review by revenue stream and geography in
comparison to the prior year to assess unexpected trends and patterns that could
be indicative of incorrect revenue recognition.
Based on our procedures
performed both at group and
by component audit teams,
we concluded that revenue
recognised in the year, and
revenue deferred as at
31 March 2022, were
appropriate.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
AUDITOR’S REPORT CONTINUED
Risk
Our response to the risk
Key observations
communicated to the
Audit Committee
Risk of inappropriate revenue recognition
continued
Cut-off and percentage of completion projects
We have performed cut-off testing for a sample of revenue items booked either
side of year end on a day-by-day basis by agreeing to supporting documentation
to ensure that licence revenue was only recognised for software in the period
where the contract was signed by both AVEVA and the customer prior to
year-end and the software has been made available prior to the year end.
For projects accounted for under ‘Percentage of Completion’ (PoC), we evaluated
judgements made by management regarding the expected costs to complete and
the timing and recognition of variation orders. We also tested the cut-off of project
costs. This testing focussed on:
•
Low margin/loss making projects, including ensuring losses are appropriately
recognised;
•
Risk reserves included in the project accounting, including enquiring of the
operational status of the project to establish whether an additional reserve is
required/existing risk reserves should be released;
•
Change requests issued by the customer and the impact on the project
accounting;
•
The estimated costs to complete, including changes during the life of the
project and historical forecast accuracy; and
•
The status of billings, achievement of milestones and the recoverability of
contract assets/ shipped not billed balances.
Management override
We selected a sample of revenue journals and assessed the appropriateness of
the journal by checking to supporting evidence such as revenue contracts and
ensuring compliance with the Group’s revenue recognition policy and IFRS 15. The
sample selected was based on risk-based criteria including but not limited to
manual journal entries, those close to period end and postings that appeared
inconsistent with roles and responsibilities.
Disclosures
For related party transactions between AVEVA and the Schneider Electric
business, we obtained evidence that the performance obligations had been
fulfilled, were arm’s length in nature, and that they form part of the related party
disclosures.
Group oversight
We performed full and specific scope audit procedures over this risk area in 17
locations, which covered 86% of the risk amount.
Where detailed procedures were performed by component teams, the primary
team exercised oversight of the testing and performed additional testing of
contracts over £2 million or containing non-standard terms.
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Risk
Our response to the risk
Key observations
communicated to the
Audit Committee
Impairment of goodwill and
intangible assets
Refer to the Audit Committee Report (pages
96 to 101); Accounting policies (pages 194
to 199); and Note 14 of the Consolidated
Financial Statements (pages 164 to 165)
The group has significant goodwill
(2021: £3.9 billion) and other non- current
intangible assets (2021: £1.7 billion) across
its divisions, arising from the reverse
acquisition of Schneider Electric Software
and the prior year OSIsoft acquisition.
The additional goodwill and intangible
assets arising from the OSIsoft acquisition
have been allocated to Cash Generating
Units in the current year, requiring
management judgement to determine
where the future synergies are expected to
arise.
Management applies judgement in valuing
these assets, particularly in estimating
revenue growth and operating margin
performance which drive future cash flows
and appropriate discount rates. This
estimation uncertainty is increased as a
result of the multiple locations the Group
operates in, continued integration and
migration activities, the remaining impact of
Covid-19 and the macroeconomic impact of
the Ukraine crisis. As a result, there is a risk
that impairment adjustments are not
identified by management and the group’s
non-current assets are overstated.
Given the magnitude of the goodwill and
intangibles (2021: £5.6 billion), we have
upgraded this to a significant risk and key
audit matter in the current year.
We have assessed the continued appropriateness of the cash generating units
(CGUs) and operating segments identified by management;
We have understood and walked through management’s process for determining
its cash flow forecasts and assessed the design effectiveness of controls over the
impairment review process;
We assessed the cash flow forecasting models, particularly revenue growth,
average operating margin, discount rate and long-term growth rate, including
consistency with the strategic plans for the Group and assessment of historical
forecast accuracy and impact of COVID-19, response to climate related risk and
the crisis in Ukraine to date and over the forecast period, including searching for
contrary evidence to management’s position. This included reviewing industry
data, revenue pipeline/backlog data, competitor analysis and management’s
operational and strategic plans. We also re-performed the calculations in the
model to test the mathematical integrity;
With the assistance of EY valuation specialists we have assessed the discount
rate applied to each CGU by obtaining the underlying data used in the calculation
and benchmarking it against an EY range derived from comparable organisations
and market data;
We calculated the degree to which the key inputs and assumptions, including
revenue growth, operating margin, long-term growth rate and discount rate would
need to fluctuate before an impairment was triggered and considered the
likelihood of this occurring and performed our own sensitivity analysis over key
assumptions;
We assessed whether there were any other indicators of impairment, which
would give rise to the impairment of an individual asset; and
We audited the related disclosures with reference to the requirements of IAS 36
and confirmed their consistency with the audited impairment models.
We concluded that the
impairments recorded over
specific intangible assets
were appropriately
recognised. No further
impairment adjustments
were required for goodwill
and intangible assets.
The allocation of goodwill
and intangibles to CGUs was
consistent with the expected
future cash flow forecasts of
the respective CGUs.
The sensitivity disclosures in
note 14 of the Group
financial statements
adequately reflect that a
reasonably possible change
in certain key assumptions
would lead to the
recoverable amount falling
below the book value in
respect of the recoverability
of goodwill.
In the prior year, our auditor’s report included a key audit matter in relation to the acquisition accounting for OSIsoft, LLC due to the
materiality of the transaction and the complexity of the judgements necessary to determine the purchase price accounting adjustments in
respect of goodwill and intangible assets. In the current year, the finalisation of the purchase price adjustments was not considered an area
giving rise to a risk of material misstatement and did not consume a significant amount of audit effort.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
AUDITOR’S REPORT CONTINUED
Our application of materiality
We apply the concept of materiality in planning and performing the audit, in evaluating the effect of identified misstatements on the audit
and in forming our audit opinion.
Materiality
The magnitude of an omission or misstatement that, individually or in the aggregate, could reasonably be expected to influence the
economic decisions of the users of the financial statements. Materiality provides a basis for determining the nature and extent of our audit
procedures.
We determined materiality for the Group to be £13.8 million (2021: £5.6 million), which is 5% (2021: 5%) of adjusted Profit before tax. In the
current year we calculated adjusted Profit before tax this based upon statutory profit before tax adjusted for exceptional items (£67.8 million)
and amortisation of intangible assets (£226.1m). In the prior year this was calculated by only adjusting for exceptional items, given minimal
amortisation on OSIsoft related intangible assets due to the timing of the acquisition. We consider the add back of exceptional items and
amortisation on the acquired intangibles to be appropriate as the users of the accounts focus on the underlying trading performance of the
business excluding the impact of exceptional and normalised items and before non-cash amortisation. This change in performance
benchmark reflects the impact of the amortisation charge which has increased significantly as a result of the acquisition of OSIsoft LLC and
contributed to a statutory loss before tax in the current year.
We initially determined materiality for the Parent Company to be £93.0 million (2021: £95.3 million), which is 2% (2021: 2%) of total assets.
We believe that total assets is an appropriate measure, given the primary activity of the Parent Company is to hold investments in
subsidiaries. However, as this is higher than the materiality for the Group, we restricted the materiality to £13.8 million (2021: £5.6 million)to
ensure that the materiality for the Parent Company will not be higher than the Group.
Starting basis
• Loss before tax
– £18.6 million
Adjustments
• Amortisation – £226.1m
• Exceptional items – £67.8m
Materiality
• Totals £275.3m adjusted
profit before tax
• Materiality of £13.8m
(5% of materiality basis)
During the course of our audit, we reassessed materiality which was higher based on final results than the initial materiality calculated.
Performance materiality
The application of materiality at the individual account or balance level. It is set at an amount to reduce to an appropriately low level the
probability that the aggregate of uncorrected and undetected misstatements exceeds materiality.
On the basis of our risk assessments, together with our assessment of the Group’s overall control environment, our judgement was that
performance materiality was 75% (2021: 75%) of our planning materiality, namely £10.3m (2021: £4.2m). We have set performance
materiality at this percentage due to our assessment of the control environment and lower likelihood of misstatements.
Audit work at component locations for the purpose of obtaining audit coverage over significant financial statement accounts is undertaken
based on a percentage of total performance materiality. The performance materiality set for each component is based on the relative scale
and risk of the component to the Group as a whole and our assessment of the risk of misstatement at that component. In the current year,
the range of performance materiality allocated to components was £1.5m to £10.3m (2021: £0.8m to £2.1m).
Reporting threshold
An amount below which identified misstatements are considered as being clearly trivial.
We agreed with the Audit Committee that we would report to them all uncorrected audit differences in excess of £0.7m (2021: £0.3m),
which is set at 5% of planning materiality, as well as differences below that threshold that, in our view, warranted reporting on
qualitative grounds.
We evaluate any uncorrected misstatements against both the quantitative measures of materiality discussed above and in light of other
relevant qualitative considerations in forming our opinion.
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Other information
The other information comprises the information included in the annual report set out on pages 1 to 131, including the Strategic Report and
the Corporate Governance Report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the
other information contained within the annual report.
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in this
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the
financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material
misstatement of the other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, the part of the directors’ remuneration report to be audited has been properly prepared in accordance with the
Companies Act 2006.
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the strategic report and the directors’ report for the financial year for which the financial statements are prepared
is consistent with the financial statements and those reports have been prepared in accordance with applicable legal requirements;
• the information about internal control and risk management systems in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Rules and Transparency Rules sourcebook made by the
Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has been prepared in accordance with
applicable legal requirements; and
• information about the company’s corporate governance statement and practices and about its administrative, management and
supervisory bodies and their committees complies with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the
audit, we have not identified material misstatements in:
• the strategic report or the directors’ report; or
• the information about internal control and risk management systems in relation to financial reporting processes and about share capital
structures, given in compliance with rules 7.2.5 and 7.2.6 of the FCA Rules
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in
our opinion:
• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from
branches not visited by us; or
• the parent company financial statements and the part of the Directors’ Remuneration Report to be audited are not in agreement with the
accounting records and returns; or
• certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit
• a Corporate Governance Statement has not been prepared by the company
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
AUDITOR’S REPORT CONTINUED
Corporate Governance Statement
We have reviewed the directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance
Statement relating to the group and company’s compliance with the provisions of the UK Corporate Governance Code specified for our
review by the Listing Rules.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance
Statement is materially consistent with the financial statements or our knowledge obtained during the audit:
• Directors’ statement with regards to the appropriateness of adopting the going concern basis of accounting and any material
uncertainties identified set out on page 73;
• Directors’ explanation as to its assessment of the company’s prospects, the period this assessment covers and why the period is
appropriate set out on pages 71 to 73;
• Director’s statement on whether it has a reasonable expectation that the group will be able to continue in operation and meets its
liabilities set out on pages 71 to 73;
• Directors’ statement on fair, balanced and understandable set out on page 131;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 54 to 62;
• The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on
pages 88 to 89; and;
• The section describing the work of the audit committee set out on pages 96 to 101.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement set out on page 131, the directors are responsible for the preparation of
the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is
necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the group and parent company’s ability to continue as a
going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance,
but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the basis of these financial statements.
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect irregularities, including fraud. The risk of not detecting a material misstatement due to fraud is
higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or
intentional misrepresentations, or through collusion. The extent to which our procedures are capable of detecting irregularities, including
fraud is detailed below.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the company
and management.
• We obtained an understanding of the legal and regulatory frameworks that are applicable to the Group and determined that the most
significant are those that are directly relevant to the specific assertions in the financial statements (UK adopted international accounting
standards, FRS 101, the Companies Act 2206 and UK Corporate Governance Code) and the relevant tax compliance regulations in the
jurisdictions in which the group operates. In addition, we concluded that there are certain significant laws and regulations which may
have an effect on the determination of the amounts and disclosures in the financial statements being the Listing Rules of the UK Listing
Authority, and those laws and regulations relating to economic sanction compliance, occupational health and safety and data protection
• We understood how AVEVA Group plc is complying with those frameworks by making enquiries of management and legal counsel,
oversight of those charged with governance (i.e. considering the potential for override of controls or other inappropriate influence over the
financial reporting process, such as efforts by management to manage earnings in order to influence the perceptions of analysts as to the
company’s performance and profitability), the culture of ethical behaviour and whether a strong emphasis is placed on fraud prevention,
which may reduce opportunities for fraud to take place, and fraud deterrence, which could persuade individuals not to commit fraud
because of the likelihood of detection and punishment.
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• We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur by meeting
with management from various parts of the business to understand where it considered there was susceptibility to fraud. We also
considered the susceptibility to management bias relating to performance targets and the opportunity for management to manage
earnings or influence the perceptions of analysts. We considered the programs and controls that the Group has established to address
risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programs and controls.
Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures
included the procedures listed for the Key Audit Matters above, testing manual journals and review of accounting estimates and
judgements and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
• Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our
procedures involved management enquiries at the group level, review of legal correspondences, sending of legal confirmation letters,
journal entry testing, and full and specific scope management enquiries. Some of our audit procedures were communicated to and
performed by our component teams.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at
https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Other matters we are required to address
• Following the recommendation from the audit committee we were appointed by the company on 7 July 2021 to audit the financial
statements for the year ending 31 March 2022.
• The period of total uninterrupted engagement including previous renewals and reappointments is 20 years, covering the years ending
31 March 2003 to 31 March 2022.
• The non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group or the parent company and we remain
independent of the group and the parent company in conducting the audit.
• The audit opinion is consistent with the additional report to the audit committee.
Use of our report
This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our
audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an
auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other
than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Christopher Voogd (Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory Auditor
Cambridge
8 June 2022
Notes:
1.
The maintenance and integrity of the AVEVA Group plc website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these
matters and, accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially presented on the website.
2.
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS
Consolidated Income Statement
for the year ended 31 March 2022
2022
2021
Notes
£m
£m
Revenue
3,4
1,185.3
820.4
Cost of sales
(232.5)
(181.3)
Gross profit
952.8
639.1
Operating expenses
Research & Development costs
(343.3)
(184.5)
Selling and distribution expenses
(345.4)
(226.8)
Administrative expenses
(246.3)
(193.0)
Net impairment loss on financial assets
(6.7)
(3.7)
Other (expense)/income
6
(17.6)
5.5
Total operating expenses
(959.3)
(602.5)
(Loss)/profit from operations
5
(6.5)
36.6
Finance revenue
7
1.9
0.6
Finance expense
8
(14.0)
(3.0)
(Loss)/profit before tax from continuing operations
(18.6)
34.2
Income tax expense
10(a)
(44.0)
(9.4)
(Loss)/profit for the year attributable to equity holders of the parent
(62.6)
24.8
(Loss)/profit from operations
(6.5)
36.6
Amortisation of intangible assets
15
226.1
95.7
Share-based payments
26
27.4
16.3
Exceptional items
6
67.8
77.8
Adjusted EBIT
2c
314.8
226.4
(Loss)/earnings per share (pence)
• basic
12
(20.78)
11.35
• diluted
12
(20.78)
11.27
All activities relate to continuing activities.
The accompanying notes are an integral part of this Consolidated Income Statement.
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Consolidated Statement of Comprehensive Income
for the year ended 31 March 2022
2022
2021
Notes
£m
£m
(Loss)/profit for the year
(62.6)
24.8
Items that may be reclassified to profit or loss in subsequent periods:
Exchange gain arising on translation of foreign operations
159.1
20.7
Total of items that may be reclassified to profit or loss in subsequent periods
159.1
20.7
Items that will not be reclassified to profit or loss in subsequent periods:
Actuarial remeasurements on retirement benefits
25
3.4
(2.5)
Deferred tax on actuarial remeasurements on retirement benefits
10(a)
(2.2)
0.5
Deferred tax on losses and other timing differences
10(a)
2.9
–
Total of items that will not be reclassified to profit or loss in subsequent periods
4.1
(2.0)
Total comprehensive income for the year, net of tax
100.6
43.5
The accompanying notes are an integral part of this Consolidated Statement of Comprehensive Income.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Consolidated Balance Sheet
31 March 2022
2022
2021
Notes
£m
£m
Non-current assets
Goodwill
14
4,004.6
3,904.1
Other intangible assets
15
1,472.5
1,662.3
Property, plant and equipment
16
44.7
48.5
Right-of-use assets
22(b)
95.1
111.9
Deferred tax assets
24
47.2
21.4
Trade and other receivables
18
8.4
19.4
Customer acquisition costs
6.3
0.3
Investments
17
0.4
0.4
Retirement benefit surplus
25
16.6
13.1
5,695.8
5,781.4
Current assets
Trade and other receivables
18
381.2
318.0
Contract assets
3
302.1
215.6
Cash and cash equivalents
19
279.3
286.6
Restricted cash
19
–
7.3
Current tax assets
12.1
18.9
974.7
846.4
Total assets
6,670.5
6,627.8
Equity
Issued share capital
27(a)
10.7
10.7
Share premium
27(b)
2,842.1
3,842.1
Other reserves
27(c)
1,370.4
1,209.6
Retained earnings
986.0
130.3
Total equity
5,209.2
5,192.7
Current liabilities
Trade and other payables
20
224.0
271.3
Contract liabilities
3
328.2
239.7
Lease liabilities
22(c)
22.1
22.9
Current tax liabilities
33.8
45.6
608.1
579.5
Non-current liabilities
Loans and borrowings
21
684.5
654.0
Lease liabilities
22(c)
73.3
88.9
Deferred tax liabilities
24
71.2
82.0
Other liabilities
20
10.7
18.2
Retirement benefit obligations
25
13.5
12.5
853.2
855.6
Total equity and liabilities
6,670.5
6,627.8
The accompanying notes are an integral part of this Consolidated Balance Sheet.
The financial statements were approved by the Board of Directors and authorised for issue on 7 June 2022. They were signed on its behalf by:
Philip Aiken
Peter Herweck
Company number
Chairman
Chief Executive Officer
2937296
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Consolidated Statement of Changes in Shareholders’ Equity
31 March 2022
Other reserves
Share
capital
Share
premium
Merger
reserve
Cumulative
translation
adjustments
Capital
redemption
reserve
Reverse
acquisition
reserve
Treasury
shares
Total
other
reserves
Retained
earnings
Total
equity
Notes
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
At 1 April 2020
5.7
574.5
615.6
22.6
101.7
452.5
(12.1) 1,180.3
181.2
1,941.7
Profit for the year
–
–
–
–
–
–
–
–
24.8
24.8
Other comprehensive
income/(loss)
–
–
–
20.7
–
–
–
20.7
(2.0)
18.7
Total comprehensive
income
–
–
–
20.7
–
–
–
20.7
22.8
43.5
Issue of new shares
0.5
465.2
–
–
–
–
–
–
–
465.7
Rights issue
4.5
2,831.0
–
–
–
–
–
–
–
2,835.5
Transaction costs relating
to issue of share capital
–
(28.6)
–
–
–
–
–
–
–
(28.6)
Share-based payments
26
–
–
–
–
–
–
–
–
16.3
16.3
Tax arising on share-based
payments
–
–
–
–
–
–
–
–
2.1
2.1
Investment in own shares
27
–
–
–
–
–
–
(1.1)
(1.1)
–
(1.1)
Cost of employee benefit
trust shares issued to
employees
27
–
–
–
–
–
–
9.7
9.7
(9.7)
–
Equity dividends
11
–
–
–
–
–
–
–
–
(82.4)
(82.4)
At 31 March 2021
10.7
3,842.1
615.6
43.3
101.7
452.5
(3.5) 1,209.6
130.3
5,192.7
Loss for the year
–
–
–
–
–
–
–
–
(62.6)
(62.6)
Other comprehensive
income
–
–
–
159.1
–
–
–
159.1
4.1
163.2
Total comprehensive
income/(loss)
–
–
–
159.1
–
–
–
159.1
(58.5)
100.6
Share-based payments
26
–
–
–
–
–
–
–
–
27.4
27.4
Tax arising on share-based
payments
–
–
–
–
–
–
–
–
(0.2)
(0.2)
Investment in own shares
27
–
–
–
–
–
–
(1.3)
(1.3)
–
(1.3)
Cost of employee benefit
trust shares issued to
employees
27
–
–
–
–
–
–
3.0
3.0
(3.0)
–
Equity dividends
11
–
–
–
–
–
–
–
–
(110.0)
(110.0)
Capital reduction
27
–
(1,000.0)
–
–
–
–
–
–
1,000.0
–
At 31 March 2022
10.7
2,842.1
615.6
202.4
101.7
452.5
(1.8) 1,370.4
986.0
5,209.2
The accompanying notes are an integral part of this Consolidated Statement of Changes in Shareholders’ Equity. Details of other reserves are
contained in note 27(c).
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Consolidated Cash Flow Statement
for the year ended 31 March 2022
2022
2021
Notes
£m
£m
Cash flows from operating activities
(Loss)/profit for the year
(62.6)
24.8
Income tax expense
10(a)
44.0
9.4
Net finance expense
7,8
12.1
2.4
Amortisation of intangible assets
15
226.1
96.3
Depreciation of property, plant and equipment and right-of-use assets
16,22
36.6
28.2
Loss on disposal of property, plant and equipment
5
0.4
1.0
Impairment of intangible assets
6(d)
14.9
–
Gain on disposal of pension scheme
25
–
(0.3)
Loss on disposal of subsidiaries
6,13
2.8
–
Share-based payments
26
27.4
16.3
Difference between pension contributions paid and amounts charged to operating profit
25
(0.5)
0.3
Research & Development expenditure tax credit
(2.2)
(3.1)
Changes in working capital:
Trade and other receivables
(53.6)
(5.5)
Contract assets
(78.3)
(70.8)
Customer acquisition costs
(5.4)
(0.3)
Trade and other payables
(45.5)
5.5
Contract liabilities
81.0
(13.0)
Cash generated from operating activities before tax
197.2
91.2
Income taxes paid
(59.8)
(32.8)
Net cash generated from operating activities
137.4
58.4
Cash flows from investing activities
Purchase of property, plant and equipment
16
(8.6)
(10.9)
Purchase of intangible assets
15
–
(0.5)
Payment on disposal of pension scheme
–
(0.3)
Acquisition of subsidiaries, net of cash acquired
13a
–
(3,029.5)
Adjustment to consideration on completion of business combination
6.2
–
Restricted cash from acquisition of business - held in escrow
–
(7.3)
Net payment for forward contracts under hedge accounting
–
(74.2)
Proceeds from sale of business, net of cash
13b
1.6
–
Interest received
7
1.9
0.3
Net cash generated/(used) in investing activities
1.1
(3,122.4)
Cash flows from financing activities
Interest paid
8
(12.7)
(2.8)
Purchase of own shares
27(c)
(1.3)
(1.1)
Proceeds from borrowings, net of fees incurred
21
–
645.6
Payment of principal element of lease liability
22
(23.3)
(18.5)
Proceeds from rights issue
27
–
2,835.5
Transaction costs on issue of shares
27
–
(28.6)
Payment of facility arrangement fees
–
(2.0)
Dividends paid to shareholders of the parent
11
(110.0)
(82.4)
Net cash generated/(used) in financing activities
(147.3)
3,345.7
Net (decrease)/increase in cash and cash equivalents
(8.8)
281.7
Net foreign exchange difference
1.5
(109.6)
Opening cash and cash equivalents
19
286.6
114.5
Closing cash and cash equivalents
19
279.3
286.6
The accompanying notes are an integral part of this Consolidated Cash Flow Statement.
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Notes to the Consolidated Financial Statements
1. Corporate information
AVEVA Group plc is a public limited company incorporated and domiciled in the United Kingdom. The address of the registered office is
High Cross, Madingley Road, Cambridge, CB3 0HB. AVEVA Group plc’s shares are publicly traded on the Official List of the London Stock
Exchange. The Parent Company financial statements of AVEVA Group plc are included on pages 188 to 193.
AVEVA sells industrial software for designing, building and operating large-scale industrial assets. AVEVA serves customers across a range
of industries, from energy to pharmaceuticals, and mining to infrastructure.
2. Key accounting policies
Explained below are the key accounting policies of the AVEVA Group plc and all its subsidiaries (the Group). The full Statement of Group
Accounting Policies is included on pages 194 to 199.
a.
Basis of preparation
The Consolidated Financial Statements of the Group have been prepared in accordance with International Accounting Standards (IASs) in
conformity with the requirements of the Companies Act 2006 and in accordance with UK-adopted IASs. The financial information has been
prepared on the basis of all applicable IFRSs, including all IASs, Standing Interpretations Committee (SIC) interpretations and International
Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board (IASB) that are
applicable to the financial period.
Except for the application of UK-adopted IASs, for which there are no material differences from IFRSs as issued by the IASB and adopted by
the EU when applied to the Group, accounting policies have been applied consistently to all years presented unless otherwise stated.
The Group previously combined Selling and distribution expenses and Administrative expenses on the face of the Consolidated Income
Statement within Selling & administrative expenses. These have been separated for the year ended 31 March 2022 due to their materiality.
The Group applies several new amendments to accounting standards, none of which have impacted the Consolidated Financial Statements.
The Consolidated Financial Statements are presented in pounds sterling (£) and all values are rounded to the nearest £0.1 million except
when otherwise indicated.
In adopting the going concern basis for preparing the financial statements, the Directors have considered the business activities and the
Group’s principal risks and uncertainties in the context of the current operating environment. This includes possible ongoing impacts upon the
Group of the global Covid-19 pandemic and economic sanctions following the Russian invasion of Ukraine, and reviews of liquidity and
covenant forecasts.
At 31 March 2022, the Group held external debt in the form of a £685.1 million (US$ 900.0 million) term loan, due for repayment in March
2024. The Group has access to a £250.0 million Revolving Credit Facility (RCF), of which nil was drawn down at 31 March 2022. This facility is
due for renewal in February 2025, with a one-year extension option subject to lender approval. See note 21 for further details.
To support the going concern conclusion, the Group has developed several working capital financial models covering the period from the
signing of the financial statements to 30 September 2023. The specific scenarios modelled are:
Scenario
Outcome
Base case
Based upon the Group’s most recent Board approved forecasts to
31 March 2027. These are the same forecasts used in the viability
statement and VIU model used for impairment testing (see note 14).
The Group is not in breach of any financial covenants and is not
required to draw down on the RCF. The Group is able to meet all
forecasted obligations as they fall due.
Sensitised
A severe downside scenario, including reducing revenue
(10% from the base case), and introducing delays in cash collection
(10% increase from the base case).
The Group is not in breach of any financial covenants and is not
required to draw down on the RCF. The Group is able to meet all
forecasted obligations as they fall due.
Reverse stress case
A scenario created to model the circumstances required to breach the
Group’s credit facilities within the going concern period. This includes
reducing revenue (18% decrease from the base case) and delays in
cash collection (10 day increase in debtor days from the base case).
This resulted in a covenant breach at the end of the going concern
period. Management believes the possibility of this combination of
severe downsides arising to be remote, and that there are numerous
mitigating actions which could be taken to avoid a covenant breach.
The impact of these mitigating actions were not considered in the
scenario modelling.
Should extreme downside scenarios occur, there are several mitigating actions the Group could take to avoid covenant breaches to maintain
liquidity headroom under existing debt facilities. These include cancellation or deferral of dividend payments and reductions in other
discretionary spending costs.
The financial statements for the year ended 31 March 2022 have therefore been prepared under the going concern basis of accounting.
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
2.
Key accounting policies continued
b.
Revenue
The Group generates its revenue principally through the supply of:
• subscription;
• maintenance;
• perpetual licences; and
• services.
Revenue is recognised upon transfer of control of the promised software and/or services to customers. The Group enters into contracts which
can include combinations of software licences, support and maintenance fees and other professional services, each of which is capable of
being distinct and usually accounted for as separate performance obligations.
Where there are multiple performance obligations, revenue is measured at the value of the expected consideration received in exchange for
the services, allocated by the relative stand-alone selling prices of each of the performance obligations, or estimate thereof.
Where a contract is subject to a modification and the purpose of the modification is to increase the licence term by an agreed number of
annual periods and in some cases to expand the list of included software, an adjustment to revenue is made to revenue, on the date of the
contract modification. The adjustment to revenue will incorporate the effects of both scenarios noted above and is accounted for as a mixture
of termination and continuation. If the purpose of the modification is to provide the customer with distinct goods and/or services which are sold
at a price reflecting their standalone selling price, the modification is accounted for as a separate contract. Where the purpose of a
modification is to renew a customers’ contract before the full period has lapsed, and the remaining goods and/or services are distinct to the
goods and/or services provided prior to the date of the contract modification, the Group accounts for the modification as if it were a
termination of the existing contract and the creation of a new contract. If the purpose of the modification is to re-define the scope of a highly
customer-specific project (relating to the implementation of the Group’s software) to involve additional services and fees, this would constitute
a contract modification and would be recognised as a continuation of the existing agreement. An adjustment will be made to revenue on a
cumulative catch-up basis.
Subscription
The Group offers a number of non-cancellable, fixed-term subscription licensing models typically of between one month and seven years and
include on-premises rentals and Software as a Service (SaaS).
On-premises rentals
Rentals consist of two separate components: a software licence; and support and maintenance, which are two distinct performance
obligations. The software licence is a right to use licence which is recognised at a point in time when the contract is agreed, and the software
is made available to the customer. The support and maintenance element is recognised on a straight-line basis over the rental period.
SaaS
SaaS subscriptions are agreements with customers to provide the right to access software. The software, maintenance and support, and
hosting elements are not distinct performance obligations, and represent a combined service provided to the customer. Revenue is recognised
as the service is provided to the customer on a straight-line basis over the subscription period.
Where software is licensed for use exclusively within the AVEVA Cloud, the software has been developed or has undergone redevelopment
for optimisation within the AVEVA Cloud infrastructure. This optimisation and the performance of the software within the AVEVA Cloud forms
a key element of the overall customer software solution. This means that the software and AVEVA Cloud hosting services are highly
interrelated and as a result are not distinct performance obligations. The software and hosting services are therefore accounted for as one
single performance obligation. The support and maintenance services within SaaS agreements are provided as part of the overall software as
a service solution and have the same pattern of transfer to AVEVA’s customers. On this basis, the support and maintenance services form
part of the combined output to AVEVA’s customers and as a result are included within the combined single performance obligation.
Maintenance
Revenue classified as maintenance includes annual fees as well as separate support and maintenance contracts. For both, revenue is
recognised over time on a straight-line basis over the period of the contract, which is typically 12 months. Customers that have purchased an
initial licence pay obligatory annual fees each year. Annual fees consist of the continuing right to use, and support and maintenance, which
includes core product upgrades and enhancements, and remote support services. Users must continue to pay annual fees in order to maintain
the right to use the software. Customers that have purchased a perpetual licence have the option to pay for support and maintenance.
Perpetual licences
Customers are charged an initial or perpetual licence fee for on-premises or hosted software which is usually limited by a set number of users
or seats. Initial and perpetual licences provide the customer with the right to use the software and are distinct from other services. Revenue is
recognised at a point in time when the contract is agreed, and the software is made available to the customer.
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Services
Services consist primarily of consultancy, implementation services and training. Revenue from these services is recognised as the services are
performed by reference to the costs incurred as a proportion of the total estimated costs of the service project.
If an arrangement includes both licence and service elements, an assessment is made as to whether the licence element is distinct in the
context of the contract, based on whether the services provided significantly modifies or customises the base product. Where it is concluded
that a licence is distinct, the licence element is recognised as a separate performance obligation. In all other cases, revenue from both licence
and service elements is recognised over time.
c.
Non-GAAP measures
The Group presents multiple non-GAAP measures throughout this Annual Report. They are not defined by IFRSs and therefore may not be
directly comparable with similarly titled measures of other companies. They are not intended to be a substitute for, or superior to, GAAP
measures. Additional information for all non-GAAP measures, including definitions, rationale for their presentation, and reconciliations from
the closest IFRS measure is provided in the Non-GAAP Measures section on pages 203 to 214.
The main non-GAAP presentations are adjusted and pro forma results.
Adjusted results
The business is managed and measured on a day-to-day basis using adjusted results. To arrive at adjusted results, certain adjustments are
made for normalised and exceptional items that are individually significant and which could affect the understanding of the performance for
the year and the comparability between periods.
Adjusted earnings before interest and tax (EBIT) is presented on the face of the Consolidated Income Statement and is reconciled to profit
from operations as required to be presented under the applicable accounting standards. The Directors believe that this alternative measure of
profit provides a reliable and consistent measure of the Group’s underlying performance.
Adjusted earnings per share is calculated having adjusted profit after tax for the normalised and exceptional items, their tax effect, the
deferred revenue haircut arising due to the fair valuing of OSIsoft’s contract liabilities on acquisition, and the tax effect of the deferred revenue
haircut.
Normalised items
These are recurring items which management considers could affect the underlying results of the Group.
These items relate to:
• amortisation of intangible assets;
• share-based payment charges; and
• tax step up due to intangible assets recognised on acquisition of OSIsoft, LLC.
Other types of recurring items may arise; however, no others were identified in either the current or prior year. Recurring items are adjusted
each year irrespective of materiality to ensure consistent treatment.
Management considers these items to not reflect the underlying performance of the Group.
In the year ended 31 March 2022, the following changes have been made to the definition of normalised items:
• inclusion of the impact of the tax step up arising on the acquisition of OSIsoft;
• removal of the impact of fair value adjustments on financial derivatives; and
• inclusion of the impact of amortisation of other software.
Further commentary and explanation of these changes is provided in the Non-GAAP Measures section on pages 203 to 214.
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
c.
Non-GAAP measures continued
Exceptional items
These are items which are non-recurring and are identified by virtue of either their size or their nature. These items can include, but are not
restricted to, the costs of significant restructuring exercises, fees associated with business combinations and costs incurred in integrating
acquired companies. Exceptional items are discussed further in note 6.
Management considers these significant, non-recurring-items to be inherently not reflective of the future or underlying performance of the
Group.
Pro forma results
For the year ended 31 March 2022, pro forma results are the Group’s adjusted results with an additional adjustment to add back the deferred
revenue haircut arising due to the fair valuing of OSIsoft’s contract liabilities on acquisition. Pro forma results do not form part of the financial
statements and are unaudited.
For the year ended 31 March 2021, pro forma results are the Group’s adjusted results adjusted for the deferred revenue haircut, with the
addition of pre-acquisition OSIsoft results for the period. It is assumed no synergies or trading between the groups occurred, and that the term
loan used to finance the acquisition was entered into on 1 April 2020.
These are presented to increase year-on-year comparability, given the significant impact of the OSIsoft acquisition upon the Group’s results.
d.
Significant accounting judgements
Determination of lease term for contracts with renewal or termination option
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the
lease where it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, where it is reasonably certain
not to be exercised.
As part of the acquisition of OSIsoft in the year ended 31 March 2021, the Group entered into several lease contracts that include extension
and/or termination options. Judgement is applied in evaluating whether it is reasonably certain that the Group will exercise the option to renew
or terminate the lease. Relevant factors that may create an economic incentive to exercise either the renewal or termination option are
considered. After the commencement date, the lease term is reassessed when there is a significant event or change in circumstances that is
within the Group’s control and affects its ability to exercise or not to exercise the option to renew or to terminate.
Allocation of goodwill to cash generating units
The Group recognised £2,562.4 million of goodwill on completion of the acquisition of OSIsoft, LLC. This was unallocated at 31 March 2021
and was required to be allocated to the cash generating units (CGUs) expected to benefit from the synergies of the business combination by
31 March 2022.
Judgement was required in determining that the existing CGUs of Americas, Asia Pacific and EMEA are still the smallest identifiable group of
assets that generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. The basis for this
conclusion was the ongoing integration of the OSIsoft business into the existing AVEVA regional structure and management’s monitoring of
the business on a regional level.
Judgement was also required in the allocation of goodwill to these CGUs. The increase in cumulative return as a result of the OSIsoft
acquisition was calculated by CGU. This was determined as being the incremental return by CGU of the year ended 31 March 2022 VIU model
used for impairment testing purposes over the year ended 31 March 2021 VIU model. Goodwill was then allocated proportionate to a CGU’s
share of the overall increase in cumulative return. See note 14 for the results of this allocation.
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e.
Significant accounting estimates
Revenue recognition
The assessments and estimates used by the Group for revenue recognition could have a significant impact on the amount and timing of
revenue recognised.
Revenue from sales of software licences when these are combined with the delivery of significant implementation or customisation services is
recognised in line with the delivery of the services to the customer. This policy involves the assessment of which customer projects include
significant customisation or implementation and also an assessment of the stage of completion of such projects.
The fair value estimate of the element of a customer rental fee attributable to customer support and maintenance is reviewed periodically.
Management used judgement in calculating this estimate by using a combination of historical data, cost to the business of providing services,
and annual fees as a proportion of initials. On average, the element attributable to the standard level of customer support and maintenance as
a proportion of the initial software delivery is 17%.
Impairment of assets
Goodwill arising on acquisition is allocated to CGUs expected to benefit from the combination’s synergies and represents the lowest level at
which goodwill is monitored for internal management purposes and generates cash flows which are independent of other CGUs. The
recoverable amount of the CGU to which goodwill has been allocated is tested for impairment annually or when events or changes in
circumstance indicate that it might be impaired. The carrying values of property, plant and equipment, right-of-use assets and intangible
assets other than goodwill are reviewed for impairment when events or changes in circumstance indicate the carrying value may be impaired.
If any such indication exists and where the carrying values exceed the estimated recoverable amount, the assets or CGUs are written down to
their recoverable amount. The recoverable amount is the greater of net selling price and VIU. In assessing VIU, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for
the CGU to which the asset belongs. Impairment losses are recognised in the income statement in the administrative expenses line item.
Further details about the assumptions used and sensitivity analysis performed in the impairment review are set out in note 14.
Provision for impairment of financial assets
The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected credit loss allowance for
all trade receivables and contract assets.
To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past
due. Loss allowances are calculated using historical account payment profiles and the corresponding historical credit losses experienced and
adjusted for forward-looking factors specific to the debtor and the economic environment.
In the year ended 31 March 2021, management assessed available forward-looking information by considering the risk factors most likely to
impact customers in light of the Covid-19 pandemic. Trade receivables were grouped based on industry and type of customer, and a further
overlay applied to the risk matrix for specific higher risk industries. This was reassessed in the year ended 31 March 2022, based upon
historical information since the beginning of the pandemic. It was determined that there was no evidence that collectability was impaired, and
the forward-looking provision was reversed.
Following the enforcement of international sanctions, management assessed the collectability of trade receivables and contract assets held by
entities within Russia. See note 6 for further details.
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FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
e.
Significant accounting estimates continued
Provisions for the impairment of receivables have also been made on a customer-specific basis. The determination of the appropriate level of
provision involves an estimate of the potential risk of default or non-payment by the Group’s customers. In making this assessment,
management considers a number of factors, including:
• the financial strength of the customers;
• the level of default that the Group has suffered in the past;
• the age of the receivable outstanding; and
• the Group’s trading experience with that customer.
Contract assets have substantially the same risk characteristics as the trade receivables for the same types of contracts. The Group has
therefore concluded that the expected loss rates for trade receivables are a reasonable approximation of the loss rates for the contract assets.
Therefore, the significant estimates made relating to the provision for impairment of trade receivables are also applicable to impairment of
contract assets.
The provision for impairment of trade receivables at 31 March 2022 was £14.5 million (2021: £7.9 million) and contract assets was
£2.0 million (2021: £7.7 million). Details of the provision for impairment of receivables are contained in note 18.
To measure the expected credit losses, trade receivables and contract assets are grouped together based on shared risk characteristics. An
increase of 100bps in all ECL rates would increase the provision for impairment of trade receivables by £3.3 million (2021: £2.5 million) and
contract assets by £3.6 million (2021: £1.7 million). A decrease of 100bps across all ECL rates would reduce the provision for impairment of
trade receivables by £0.7 million (2021: £1.5 million) and contract assets by £0.5 million (2021: £1.6 million).
Intangible assets
The combination with OSIsoft, LLC completed in the year ended 31 March 2021. This required the Group to recognise at fair value the
identifiable intangible assets of OSIsoft, LLC. Valuation methods vary by type of intangible asset, and include income approaches (royalty
savings method, excess earnings method, and with and without method) and cost approaches (replacement cost method). Income
approaches require estimates of future cash flows, discount rates, royalty rates, and customer attrition rates. Cost approaches require
estimates of average salary costs, the proportion of development that can be performed on- and offshore, and the total man-hours required to
develop a replacement product.
Future results are impacted by the amortisation periods adopted and changes to the estimated useful lives would result in different effects on
the income statement. If the estimated useful lives of the intangible assets recognised on acquisition of OSIsoft, LLC were reduced by one year,
the annual amortisation would increase by US$27.1 million. If they were increased by one year, the annual amortisation would reduce by
US$21.3 million.
Retirement benefits
The determination of the Group’s surplus, obligations and expense for defined benefit pensions is dependent on the selection, by the Board of
Directors, of assumptions used by the pension scheme actuary in calculating these amounts. The assumptions applied, together with
sensitivity analysis, are described in note 25 and include, amongst others, the discount rate, the inflation rate, rates of increase in salaries and
mortality rates. While the Directors consider that the assumptions are appropriate, significant differences in the actual experience or
significant changes in assumptions may materially affect the reported amount of the Group’s future pension surplus and obligations, actuarial
gains and losses included in the Consolidated Statement of Comprehensive Income in future years and the future staff costs. In mitigation of
significant changes in assumptions affecting the Group's future pension obligations, the pension scheme operates a liability-driven investment
strategy, which means as inflation and interest rates change, the value of the asset portfolio will rise and fall, offsetting the impact on the net
position. The carrying amount of retirement benefit surplus at 31 March 2022, net of obligations, was £3.1 million (2021: £0.6 million).
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3. Revenue
An analysis of the Group’s revenue is as follows:
Services
transferred at
a point in time
Services
transferred
over time
Total
Year ended 31 March 2022
£m
£m
£m
On-premises rental
280.7
115.7
396.4
SaaS
–
27.8
27.8
Total subscription revenue
280.7
143.5
424.2
Maintenance
–
345.2
345.2
Perpetual licences
293.1
–
293.1
Services
–
122.8
122.8
573.8
611.5
1,185.3
Services
transferred at
a point in time
Services
transferred
over time
Total
Year ended 31 March 2021
£m
£m
£m
On-premises rental
236.1
100.2
336.3
SaaS
–
23.4
23.4
Total subscription revenue
236.1
123.6
359.7
Maintenance
–
197.7
197.7
Perpetual licences
141.6
–
141.6
Services
–
121.4
121.4
377.7
442.7
820.4
Contract balances are as follows:
2022
2021
2020
£m
£m
£m
Trade receivables (non-current)
0.2
0.7
2.0
Trade receivables (current)
287.3
245.3
181.2
Contract assets
302.1
215.6
142.4
Contract liabilities
328.2
239.7
177.0
Contract assets have increased year-on-year predominantly due to an increase in the number and value of multi-year subscription licenses
(rentals). The structure of these contracts results in the cumulative revenue recognised in the initial years being higher than the invoiced total.
Contract assets are stated net of a provision of £2.0 million (2021: £7.7 million). The provision has decreased year-on-year due to the reversal
of an historical forward-looking provision made due to the uncertainty caused by the onset of the Covid-19 pandemic. As there is limited
evidence that Covid-19 has harmed cash collection, management believes this is no longer required. This has been offset by a provision of
£1.4 million relating to contract assets with counterparties based in Russia. See note 6 for further information.
Trade receivables increased year-on-year as a result of revenue growth in the last quarter of the year. Contract liabilities have increased
primarily due to the impact of the reduction in prior year contract liabilities caused by the revenue haircut taken on acquisition of OSIsoft, LLC.
Revenue for the year ended 31 March 2022 includes £215.8 million (2021: £159.3 million) which was included in contract liabilities at the
beginning of the year. Revenue of £3.1 million (2021: £3.1 million) recognised in the year ended 31 March 2022 related to performance
obligations satisfied in previous years.
The transaction price allocated to the remaining performance obligations (unsatisfied or partially unsatisfied) as at 31 March is as follows:
2022
2021
£m
£m
Within one year
487.8
425.8
More than one year
293.6
232.1
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
4. Segment information
The Executive Leadership Team (ELT) monitors and appraises the business based on the performance of three geographic regions: Americas;
Asia Pacific; and Europe, Middle East and Africa (EMEA). These three regions are the basis of the Group’s primary operating segments
reported in the financial statements. Performance is evaluated based on regional contribution using the same accounting policies as adopted
for the Group’s financial statements. There is no inter-segment revenue. Corporate costs include centralised functions such as Executive
Management, Information Technology, Finance and Legal. Balance sheet information is not included in the information provided to the ELT.
Year ended 31 March 2022
Americas
Asia Pacific
EMEA
Corporate
Total
£m
£m
£m
£m
£m
Revenue
On-premises rental
134.2
81.5
180.7
–
396.4
SaaS
9.3
4.9
13.6
–
27.8
Total subscription revenue
143.5
86.4
194.3
–
424.2
Maintenance
170.7
58.8
115.7
–
345.2
Perpetual licences
105.6
84.6
102.9
–
293.1
Services
47.2
30.3
45.3
–
122.8
Regional revenue total
467.0
260.1
458.2
–
1,185.3
Adjusted cost of sales1
(53.6)
(22.1)
(39.9)
(116.7)
(232.3)
Adjusted selling and distribution expenses1
(98.2)
(51.0)
(97.3)
(34.2)
(280.7)
Adjusted administrative expenses1
–
–
–
(179.9)
(179.9)
Net impairment loss on financial assets
–
2.0
(1.4)
–
0.6
Regional contribution
315.2
189.0
319.6
(330.8)
493.0
Adjusted Research & Development costs1
(178.2)
Adjusted EBIT
314.8
Exceptional items, normalised items1 and net interest
(333.4)
Loss before tax
(18.6)
1.
Adjusted cost of sales, adjusted selling and distribution expenses, adjusted administrative expenses and adjusted Research & Development costs exclude the impact of exceptional and
normalised items. Normalised items include amortisation of intangible assets and share-based payments.
Year ended 31 March 2021
Americas
Asia Pacific
EMEA
Corporate
Total
£m
£m
£m
£m
£m
Revenue
On-premises rental
84.5
90.1
161.7
–
336.3
SaaS
10.1
5.4
7.9
–
23.4
Total subscription revenue
94.6
95.5
169.6
–
359.7
Maintenance
84.3
46.7
66.7
–
197.7
Perpetual licences
42.1
47.4
52.1
–
141.6
Services
44.4
31.7
45.3
–
121.4
Regional revenue total
265.4
221.3
333.7
–
820.4
Adjusted cost of sales1
(50.0)
(19.8)
(39.9)
(70.8)
(180.5)
Adjusted selling and distribution expenses1
(64.4)
(40.7)
(68.0)
(21.2)
(194.3)
Adjusted administrative expenses1
–
–
–
(97.8)
(97.8)
Net impairment loss on financial assets
(1.0)
(1.8)
(0.9)
–
(3.7)
Regional contribution
150.0
159.0
224.9
(189.8)
344.1
Adjusted Research & Development costs1
(116.4)
Adjusted EBIT
227.7
Exceptional items, normalised items1 and net interest
(193.5)
Profit before tax
34.2
1.
Adjusted cost of sales, adjusted selling and distribution expenses, adjusted administrative expenses and adjusted Research & Development costs exclude the impact of exceptional and
normalised items. Normalised items include amortisation of intangible assets, and share-based payments.
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Other segmental disclosures
The Company’s country of domicile is the UK. Revenue attributed to the UK amounted to £31.7 million (2021: £39.9 million). Revenue
attributed to all foreign countries amounted to £1,153.6 million (2021: £780.5 million). The USA accounted for 28% of the Group’s revenue
(2021: 25%). No other country is considered to be material to the Group (2021: none). Revenue is allocated to countries on the basis of the
location of the customer. No single external customer accounted for a material amount of the Group’s total revenue (2021: none).
Non-current assets (excluding deferred tax assets and retirement benefits) held in the UK amounted to £1,601.8 million (2021: £1,673.7
million). Non-current assets (excluding deferred tax assets and retirement benefits) held in all foreign countries amounted to £4,012.4 million
(2021: £228.8 million). There are material non-current assets (excluding deferred tax assets and retirement benefits) located in the USA
amounting to £3,951.9 million (2021: £129.3 million). There are no material non-current assets located in any other individual country outside
of the UK (2021: none).
5. (Loss)/profit from operations
(Loss)/profit from operations is stated after charging:
2022
2021
£m
£m
Depreciation of right-of-use assets
22.9
19.5
Depreciation of owned property, plant and equipment
13.7
8.7
Amortisation of intangible assets:
• included in Research & Development costs
164.6
67.8
• included in selling and distribution expenses
61.3
27.9
• included in administrative expenses
0.2
0.6
Loss on disposal of property, plant and equipment
0.4
1.0
Net foreign exchange losses
0.2
1.6
During the year the Group (including its subsidiaries) obtained the following services from the Group’s auditor at costs as detailed below:
2022
2021
£m
£m
Fees payable to the Group auditor for:
• the audit of the Parent Company and Consolidated Financial Statements
1.5
1.9
• the audit of the Group’s subsidiaries pursuant to legislation
0.9
0.9
Fees payable to the Group auditor and its associates for other services:
• audit-related assurance services (including procedures over November 2020 rights issue prospectus in the
year ended 31 March 2021)
0.1
0.4
2.5
3.2
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FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
6. Exceptional items
2022
2021
£m
£m
Acquisition of OSIsoft
0.8
44.4
Integration of OSIsoft and associated activities
28.0
6.1
Integration of SES and associated activities
13.5
27.6
Disposal of Acquis Software, Termis Software and Water Loss Management Software business (note 13(b))
2.8
–
Retirement of steel fabrication business
15.4
–
Impairment of balances with Russia-based counterparties
7.3
–
Gain on disposal of pension scheme
–
(0.3)
67.8
77.8
The total net cash outflow during the year as a result of exceptional items was £59.8 million (2021: £63.2 million).
a.
Acquisition of OSIsoft
Adviser fees incurred due to the acquisition of OSIsoft, which completed on 19 March 2021. No further cost relating to this acquisition are anticipated.
This has resulted in a cash outflow of £19.2 million (2021: £26.0 million).
b.
Integration of OSIsoft and associated activities
Costs incurred in the integration of OSIsoft, primarily consisting of consultancy fees advisers and additional temporary resources paid relating
to the merging of IT systems and real estate, and rebranding. Costs are anticipated to continue until at least the end of the year ended
31 March 2023. This has resulted in a cash outflow of £29.5 million (2021: £3.5 million).
c.
Integration of SES and associated activities
In the year ended 31 March 2022, costs primarily related to the continued build and implementation of a global ERP system and legal entity
rationalisation. These costs are expected to continue until 2024. Costs in the years ended 31 March 2022 and 31 March 2021 included work
undertaken to exit the Transitional Service Agreements (TSAs) provided by Schneider Electric which ended in August 2021. In the year ended
31 March 2021, £5.2 million was reimbursement by Schneider Electric for capital expenditure incurred as part of the Group’s migration
activities covered by TSAs. The associated cash outflow was £12.6 million (2021: £33.7 million).
d.
Retirement of steel fabrication business
A £14.9 million impairment of intangible assets associated with the Group’s steel fabrication business (£10.9 million and £4.0 million of
developed technology and customer relationships respectively) was recognised following the announcement in July 2021 of these products’
retirement. A discounted cash flow model was used to determine the value in use over the assets’ remaining life. Restructuring costs of £0.5
million have also been incurred. This has resulted in a cash outflow of £0.1 million (2021: £nil).
e.
Impairment of balances with Russia-based counterparties
As a result of the invasion of Ukraine by Russia, and the enforcement of subsequent international sanctions, the Group fully provided against
£4.9 million of trade receivables, £1.0 million of amounts owed by related parties, and £1.4 million of contract assets held with entities within
Russia at 31 March 2022. This has resulted in a cash outflow of £nil (2021: £nil).
f.
Income statement impact
Exceptional items were included in the Consolidated Income Statement as follows:
2022
2021
£m
£m
Cost of sales
0.2
0.8
Research & Development costs
0.5
0.3
Selling and distribution expenses
3.4
3.9
Administrative expenses
38.8
78.3
Net impairment loss on financial assets
7.3
–
Other expense/(income)
17.6
(5.5)
67.8
77.8
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7. Finance revenue
2022
2021
£m
£m
Net return on pension assets
–
0.1
Bank interest receivable and other interest earned
1.9
0.5
1.9
0.6
8. Finance expense
2022
2021
£m
£m
Bank interest payable and similar charges
0.5
0.3
Interest on term loan
8.6
0.2
Commitment fee for term loan
0.3
–
Arrangement and commitment fees for credit facilities
1.7
–
Interest on lease liabilities
2.9
2.5
14.0
3.0
9. Staff costs
Staff costs relating to employees (including Executive Directors) are shown below:
2022
2021
£m
£m
Wages and salaries
524.3
358.4
Social security costs
47.6
29.8
Pension costs
28.4
22.1
Share-based payments
27.4
16.3
627.7
426.6
The average number of persons (including Executive Directors) employed by the Group was as follows:
2022
2021
Number
Number
Project delivery and customer support
2,085
1,695
Research, development and product support
1,729
1,429
Sales and marketing
1,504
1,107
Administration
1,001
649
6,319
4,880
Directors’ remuneration
The Directors of AVEVA Group plc received remuneration as follows:
2022
2021
£m
£m
Directors’ remuneration
3.9
7.1
Aggregate gains on the exercise of share options
1.9
17.4
5.8
24.5
2022
2021
Number
Number
Directors accruing benefits under defined contributions
2
2
As disclosed on page 91 of the Group’s 2021 Annual Report, Peter Herweck has not participated in the Group’s LTIP, nor received a pension or
cash in lieu of pension contributions from the Group. He has retained his Schneider Electric LTIP share options and continued to participate in
his Schneider Electric pension arrangement, with the cost being met by Schneider Electric. See the Directors’ Remuneration Report on pages
102 to 126 for further details.
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
10. Income tax expense
a.
Tax on loss
The major components of income tax expense are as follows:
2022
2021
£m
£m
Tax charged in Consolidated Income Statement
Current tax
• UK corporation tax
–
–
• Foreign tax
65.1
41.9
• Adjustments in respect of prior periods
(0.4)
(1.9)
64.7
40.0
Deferred tax
• Origination and reversal of temporary differences (note 24)
(18.3)
(29.3)
• Adjustments in respect of prior periods
(2.4)
(1.3)
(20.7)
(30.6)
Total income tax expense reported in Consolidated Income Statement
44.0
9.4
2022
2021
£m
£m
Tax relating to items charged/(credited) directly to Consolidated Statement of Comprehensive Income
Deferred tax on actuarial remeasurements on retirement benefits
2.2
(0.5)
Deferred tax on losses and other timing differences
(2.9)
–
Tax credit reported in Consolidated Statement of Comprehensive Income
(0.7)
(0.5)
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b.
Reconciliation of the total tax charge
The differences between the total tax expense shown above and the amount calculated by applying the standard rate of US (2021: US)
corporation tax to the profit before tax are as follows:
2022
2021
£m
£m
Tax on Group profit before tax at standard US (2021: US) corporation tax rate of 24% (2021: 24%)1
(4.5)
8.2
Effects of:
• expenses not deductible for tax purposes
9.2
1.8
• US alternative minimum tax
19.8
7.0
• non-deductible acquisition costs
–
3.0
• Research & Development incentives
(10.2)
(5.3)
• UK rate change impact on deferred tax
13.5
–
• irrecoverable withholding tax
13.9
–
• movement on unprovided deferred tax balances
1.0
(1.9)
• differing tax rates
4.1
(0.2)
• adjustments in respect of prior years
(2.8)
(3.2)
Income tax expense reported in Consolidated Income Statement
44.0
9.4
1.
Reconciliation is performed starting from the standard US corporation tax rate as US taxable profits are greater than any other individual country.
The Group’s effective tax rate for the year was (236.6)% (2021: 27.5%). The Group’s effective tax rate before exceptional and other
normalised adjustments was 12.4% (2021: 21.2%).
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
11. Dividends paid and proposed on equity shares
The following dividends were declared, paid and proposed in relation to the legal entity AVEVA Group plc:
2022
2021
£m
£m
Declared and paid during the year
Interim 2021/22 dividend paid of 13.0 pence (2020/21: 12.4 pence) per ordinary share
39.2
35.6
Final 2020/21 dividend paid of 23.5 pence (2019/20: 23.3 pence) per ordinary share
70.8
46.8
110.0
82.4
Proposed for approval by shareholders at the Annual General Meeting
Final proposed dividend 2021/22 of 24.5 pence (2020/21: 23.5 pence) per ordinary share
73.9
70.8
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting on 15 July 2022 and has not been included
as a liability in these financial statements. If approved at the Annual General Meeting, the final dividend will be paid on 5 August 2022 to
shareholders on the register at the close of business on 8 July 2022.
12. (Loss)/earnings per share
2022
2021
Pence
Pence
(Loss)/earnings per share for the year:
• Basic
(20.78)
11.35
• Diluted
(20.78)
11.27
Adjusted earnings per share for the year:
• Basic
100.37
81.86
• Diluted
99.58
81.31
2022
2021
Millions
Millions
(Loss)/earnings per share
Weighted average number of ordinary shares for basic earnings per share
301.3
218.5
Effect of dilution: employee share options1
–
1.5
Weighted average number of ordinary shares adjusted for the effect of dilution
301.3
220.0
Adjusted earnings per share
Weighted average number of ordinary shares for basic earnings per share
301.3
218.5
Effect of dilution: employee share options
2.4
1.5
Weighted average number of ordinary shares adjusted for the effect of dilution
303.7
220.0
1.
The effect of share options are anti-dilutive in the year ended 31 March 2022 due to the Group recognising a net loss for the period. They are therefore excluded from the diluted earnings per
share calculation.
The calculations of basic and diluted earnings per share (EPS) are based on the net loss attributable to equity holders of the parent for the
year of £62.6 million (2021: profit £24.8 million). Basic EPS amounts are calculated by dividing the net profit attributable to equity holders of
the parent by the weighted average number of AVEVA Group plc ordinary shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the net profit attributable to equity holders of the parent by the weighted average number of
ordinary shares outstanding during the year as described above, plus the weighted average number of ordinary shares that would be issued
on the conversion of all the potentially dilutive share options into ordinary shares. Details of the terms and conditions of share options are
provided in note 26.
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Details of the calculation of adjusted EPS are set out below:
2022
2021
£m
£m
(Loss)/profit after tax for the year
(62.6)
24.8
Amortisation of intangible assets
226.1
95.7
Share-based payments
27.4
16.3
Exceptional items
67.8
77.8
Effect of acquisition accounting adjustments1
50.3
3.3
Tax effect on exceptional items
(9.5)
(15.1)
Tax effect on normalised adjustments (excluding net finance expense)
16.0
(23.0)
Tax effect on acquisition accounting adjustments1
(13.1)
(0.9)
Adjusted profit after tax
302.4
178.9
1.
Acquisition accounting adjustments relate to the revenue haircut made upon the combination with OSIsoft, LLC.
The denominators used are the same as those detailed above for both basic and diluted EPS.
The adjustment made to profit after tax in calculating adjusted basic and diluted EPS has been adjusted for the tax effects of the items
adjusted. The Directors believe that adjusted EPS is more representative of the underlying performance of the business.
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
13. Business combinations
a.
Acquisition of OSIsoft, LLC
On 19 March 2021 the Group acquired 100% of the voting shares of OSIsoft, LLC, a global leader in real-time industrial operational data
software and services. The OSIsoft Group’s main product is the PI System, a proprietary, vendor-agnostic data management software which
enables customers to capture, store, analyse and share real-time industrial sensor-based data with business systems across all operations.
This acquisition will significantly enhance the Group’s product offering, provide customer diversification and greater geographical market
penetration, create opportunities for material revenue and cost synergies, and accelerate and improve the Group’s development of new
software and technology. A consideration of £3,825.2 million (US$5,095.1 million) was paid.
The deal was funded by £3,365.7 million (US$4,438.1 million) of cash; £2,806.9 million (US$3,734.3 million) raised via a rights issue (net of
expenses), and £558.8 million (US$703.8 million) from existing cash and new debt facilities. The remainder was funded by a £465.7 million
(US$648.4 million) issue of 13,655,570 ordinary shares on 22 March 2021 to Estudillo Holdings Corp, a company majority owned by Dr J.
Patrick Kennedy and his family, which held a 50.3% interest in OSIsoft, LLC. At 31 March 2021, £7.3 million (US$10.0 million) remained in
restricted cash in relation to consideration to be paid. This was released in the year ended 31 March 2022 upon finalisation of the completion
accounts.
At the end of the previous reporting period, the acquisition accounting had been provisionally determined. This has been finalised in the
current year, as part of the measurement period permitted under IFRS 3. Changes to the provisionally reported fair values as set out in note 14
of the 2021 Annual Report are due to finalisation and review of the acquired balance sheet. The overall movement is not deemed material.
The fair values of identifiable assets acquired and liabilities assumed at the acquisition date are:
Carrying value
at acquisition
Fair value
adjustment
Fair value
£m
£m
£m
Non-current assets
Intangible assets
0.4
1,231.6
1,232.0
Property, plant and equipment
21.0
–
21.0
Right-of-use assets
36.2
–
36.2
Deferred tax assets
22.0
(3.0)
19.0
Trade and other receivables
2.9
–
2.9
Customer acquisition costs
10.3
(10.3)
–
Investments
0.4
–
0.4
Total non-current assets
93.2
1,218.3
1,311.5
Current assets
Trade and other receivables
75.6
(5.5)
70.1
Contract assets
2.4
–
2.4
Customer acquisition costs
4.0
(4.0)
–
Cash and cash equivalents
150.6
–
150.6
Financial assets
0.4
–
0.4
Total current assets
233.0
(9.5)
223.5
Current liabilities
Trade and other payables
(115.1)
(5.0)
(120.1)
Contract liabilities
(136.2)
60.5
(75.7)
Lease liabilities
(6.8)
–
(6.8)
Current tax liabilities
(29.9)
(0.5)
(30.4)
Total current liabilities
(288.0)
55.0
(233.0)
Non-current liabilities
Lease liabilities
(37.9)
–
(37.9)
Retirement benefit obligations
(0.9)
(0.4)
(1.3)
Total non-current liabilities
(38.8)
(0.4)
(39.2)
Net identifiable assets and liabilities
(0.6)
1,263.4
1,262.8
Goodwill
2,562.4
Total consideration
3,825.2
Goodwill of £1,358.0 million is expected to be deductible for tax purposes.
The main factors leading to the recognition of goodwill are the value of the assembled OSIsoft, LLC workforce and the future synergy benefits
expected to arise from integrating the two combined businesses.
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Costs incurred in the year ended 31 March 2021 that were directly attributable to raising debt (£2.9 million) and equity (£28.6 million) were
offset against the corresponding financial liability and share premium respectively. All remaining transaction costs were expensed and
included within administrative expenses. Additional details are included within note 6.
From acquisition date to 31 March 2021, OSIsoft, LLC contributed revenue and profit after tax of £20.7 million and £10.8 million respectively in
the Consolidated Income Statement, before a revenue haircut of £3.3 million. If the acquisition had occurred on 1 April 2020, the Consolidated
Income Statement would have presented revenue of £1,196.1 million and profit after tax of £48.1 million (at an effective tax rate of 5.5%) in
the 12 months to 31 March 2021, before a revenue haircut of approximately £53.0 million.
b.
Disposal of Acquis Software, Termis Software and Water Loss Management Software business
On 11 May 2021 the Group entered into an agreement to sell the business and assets of Acquis Software, Termis Software and Water Loss
Management Software to Schneider Electric for an aggregate consideration of £1.6 million. This transaction was made at arm’s length, with
the consideration set based upon independent advice and resulted in a net cash inflow of £1.6 million.
This completed on 30 June 2021. A loss on disposal of £2.8 million was recognised, calculated as follows:
Total
£m
Cash consideration
1.6
Gross consideration
1.6
Net assets disposed
(4.4)
Loss on disposal
(2.8)
Net assets disposed comprised:
Total
£m
Non-current assets
Goodwill
5.2
Other intangible assets
0.1
Total non-current assets
5.3
Current liabilities
Contract liabilities
(0.9)
Total current liabilities
(0.9)
Net assets
4.4
The net loss on disposal is included within other (expense)/income. Disposed goodwill of £5.2 million has been allocated to the following CGUs,
based on the value of cash flows for the disposed business relative to the cash flows for the CGU overall:
• Americas: £nil
• Asia Pacific: £1.9 million
• EMEA: £3.3 million
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
14. Goodwill
2022
2021
£m
£m
At 1 April
3,904.1
1,295.7
Acquisition of business1
–
2,578.0
Measurement period adjustments
(15.6)
–
Disposals2
(5.2)
–
Exchange adjustment
121.3
30.4
At 31 March
4,004.6
3,904.1
1.
Goodwill arising on business combinations in the year ended 31 March 2021 was unallocated as at 31 March 2021.
2.
Disposals in the year ended 31 March 2022 were allocated to CGUs as per note 13(b).
The following table shows the allocation of the carrying value of goodwill and indefinite life intangible assets (the AVEVA brand) at the end of
the year by CGU.
Goodwill
Purchased brands (indefinite life)
2022
2021
2022
2021
£m
£m
£m
£m
Americas
1,589.0
386.9
25.3
25.3
Asia Pacific
1,018.0
282.6
16.0
16.0
EMEA
1,397.6
622.4
34.7
34.7
Unallocated
–
2,612.2
–
–
4,004.6
3,904.1
76.0
76.0
The Group tests goodwill and purchased brands for impairment annually, or more frequently if there are indications that goodwill might be
impaired. Goodwill acquired in a business combination is allocated to the CGUs that are expected to benefit from that business combination.
In 2022, the goodwill impairment testing was carried out on a VIU basis using the most recently approved management budgets for the year
ended 31 March 2022 together with the most recent five-year business plan.
Projected cash flows beyond five years have been assumed at the long-term growth rate for that region and these have been used to
formulate a terminal value for the discounted cash flow calculation in perpetuity.
Key assumptions
The key assumptions in the most recent annual budget on which the cash flow projections are based relate to:
• discount rates;
• long-term growth rates; and
• operating margins.
Discount rates: The cash flow projections have been discounted using the Group’s pre-tax weighted average cost of capital adjusted for
country and market risk.
Long-term growth rates: Long-term growth rates used are assumed to be equal to the long-term growth rate in the gross domestic product
of the region in which the CGU operates.
Operating margin: Operating margins are based upon past results. These are increased over the forecast period for planned improvements in
gross margin, driven by a changing sales mix towards more profitable product streams. In addition, cost management strategies are assumed
to be implemented that limit operating expense increases to on or around inflation.
The Group has considered the impact of its identified climate risks, as laid out on pages 68 to 69. It is believed that these risks are not material
to the financial statements at 31 March 2022.
The key assumptions used in the VIU model were as follows:
Discount rate
Long-term growth rate
Average operating margin
2022
2021
Break-even1
2022
2021
Break-even1
2022
2021
Break-even1
Americas
10.2%
12.0%
15.0%
1.5%
1.8%
(6.1)%
32.3%
29.7%
21.6%
Asia Pacific
10.1%
12.0%
16.9%
1.8%
2.0%
(9.7)%
35.2%
29.1%
19.8%
EMEA
8.9%
9.9%
13.0%
1.1%
1.8%
(5.1)%
27.8%
27.5%
19.5%
1.
The break-even rate is the rate at which headroom within the CGU is reduced to nil if all other assumptions remain unchanged. This is included for illustrative purposes and does not reflect a
reasonably foreseeable change in assumptions.
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Summary of results
All goodwill and purchased brands were tested for impairment, with no impairment charge resulting.
Sensitivity to changes in key assumptions
The Group has considered the impact of changes in future cash flows and key assumptions on the base case VIU model, to create a sensitised
VIU model. This has included applying the cumulative impact of:
• increasing pre-tax discount rates by 25bps, to reflect potential future increases in government bond yields and associated risk-free rates;
• decreasing long-term growth rates by 25bps, to a minimum of 1%, to reflect a worse than predicted long-term global economic outlook;
• restricting year-on-year revenue growth to a maximum of 5%, to reflect the risk that future operational growth is not achieved; and
• restricting year-on-year operating margin to a maximum of 30%, to reflect the risk that future sales mix and efficiency improvements are
not achieved.
It was concluded that the sensitised VIU model does not result in an impairment.
The headroom (i.e., the excess of the value of discounted future cash flows over the carrying amount of the CGU) under both the base case
and sensitised scenario is below:
2022
2021
Base case1
Sensitised2
Base case1
Sensitised2
Americas
60%
5%
95%
37%
Asia Pacific
93%
7%
116%
38%
EMEA
62%
3%
74%
25%
1.
The excess of the recoverable amount over the carrying amount of the CGU before applying sensitivities.
2.
Headroom after adjusting future cash flows and key assumptions to create a sensitised ‘worst case’ VIU model.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
15. Other intangible assets
Developed
technology
Customer
relationships
Purchased
brands
Trademarks
Other software
Purchased
software rights
Capitalised
Research &
Development
Total
£m
£m
£m
£m
£m
£m
£m
£m
Cost
At 1 April 2020
484.4
245.4
76.0
29.8
7.4
16.1
37.8
896.9
Additions
–
–
–
–
–
0.5
–
0.5
Acquisition of business
855.6
247.1
128.9
–
0.4
–
–
1,232.0
Disposals
–
–
–
–
(0.7)
–
–
(0.7)
Exchange adjustment
(4.6)
(5.2)
1.7
(3.0)
(0.8)
(0.7)
0.5
(12.1)
At 31 March 2021
1,335.4
487.3
206.6
26.8
6.3
15.9
38.3
2,116.6
Disposals
–
–
–
–
(0.1)
–
–
(0.1)
Exchange adjustment
46.5
15.0
6.0
1.3
0.3
0.4
1.2
70.7
At 31 March 2022
1,381.9
502.3
212.6
28.1
6.5
16.3
39.5
2,187.2
Amortisation and
impairment
At 1 April 2020
205.5
100.4
–
23.1
6.0
12.3
34.8
382.1
Charge for the year
63.0
23.9
0.5
3.5
0.6
2.7
2.1
96.3
Disposals
–
–
–
–
(0.7)
–
–
(0.7)
Exchange adjustment
(13.3)
(7.2)
–
(2.4)
(0.4)
(0.5)
0.4
(23.4)
At 31 March 2021
255.2
117.1
0.5
24.2
5.5
14.5
37.3
454.3
Charge for the year
163.6
45.4
13.2
2.7
0.2
–
1.0
226.1
Impairment1
10.9
4.0
–
–
–
–
–
14.9
Exchange adjustment
11.0
4.6
0.4
1.2
0.5
0.5
1.2
19.4
At 31 March 2022
440.7
171.1
14.1
28.1
6.2
15.0
39.5
714.7
Net book value
At 1 April 2020
278.9
145.0
76.0
6.7
1.4
3.8
3.0
514.8
At 31 March 2021
1,080.2
370.2
206.1
2.6
0.8
1.4
1.0
1,662.3
At 31 March 2022
941.2
331.2
198.5
–
0.3
1.3
–
1,472.5
1.
Impairment of intangible assets relating to the Group’s steel fabrication business. See note 6 for additional information.
The following intangible assets are individually material at 31 March 2022:
Net book value
2022
2021
Estimated end of life
£m
£m
Developed technology recognised on the reverse acquisition of AVEVA Group plc
141.5
189.8
February 2026
Developed technology recognised on the acquisition of OSIsoft, LLC
789.5
863.0
March 2029
Customer relationships recognised on the reverse acquisition of AVEVA Group plc
96.1
112.5
February 2030
Customer relationships recognised on the acquisition of OSIsoft, LLC
234.8
249.5
March 2031
AVEVA brand
76.0
76.0
Indefinite
PI brand
122.5
130.1
March 2031
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16. Property, plant and equipment
Long leasehold
buildings and
improvements
Computer
equipment
Fixtures, fittings
and office
equipment
Total
£m
£m
£m
£m
Cost
At 1 April 2020
15.3
26.2
12.6
54.1
Additions
3.3
4.8
2.8
10.9
Acquisition of business
10.6
4.1
6.5
21.2
Disposals
(2.3)
(5.0)
(2.4)
(9.7)
Exchange adjustment
(1.1)
(1.6)
(0.7)
(3.4)
At 31 March 2021
25.8
28.5
18.8
73.1
Additions
0.9
7.2
0.5
8.6
Disposals
(0.2)
(1.9)
(0.6)
(2.7)
Exchange adjustment
0.9
1.0
0.6
2.5
At 31 March 2022
27.4
34.8
19.3
81.5
Depreciation
At 1 April 2020
5.3
15.9
5.3
26.5
Charge for the year
2.3
5.0
1.4
8.7
Disposals
(1.5)
(5.0)
(2.2)
(8.7)
Exchange adjustment
(0.4)
(1.1)
(0.4)
(1.9)
At 31 March 2021
5.7
14.8
4.1
24.6
Charge for the year
4.3
6.6
2.8
13.7
Disposals
(0.1)
(1.8)
(0.4)
(2.3)
Exchange adjustment
0.2
0.4
0.2
0.8
At 31 March 2022
10.1
20.0
6.7
36.8
Net book value
At 1 April 2020
10.0
10.3
7.3
27.6
At 31 March 2021
20.1
13.7
14.7
48.5
At 31 March 2022
17.3
14.8
12.6
44.7
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
17. Investments
The Group consists of a Parent Company, AVEVA Group plc, incorporated in the UK, and a number of subsidiaries held directly or indirectly by
AVEVA Group plc, which operate and are incorporated around the world, each contributing to the Group’s profits, assets and cash flows.
The Group’s percentage of equity capital and voting rights is 100%.
The results of all subsidiaries have been consolidated in these financial statements.
At 31 March 2022, the Group held the following principal investments. The addresses of all subsidiaries, principal or dormant, are provided on
pages 200 to 201.
Country of
incorporation
or registration
Country of
incorporation
or registration
AVEVA Financing Limited
UK
AVEVA K.K.
Japan
AVEVA Software GB Limited
UK
AVEVA Software K.K.
Japan
AVEVA Solutions Limited
UK
OSIsoft Japan, K.K.
Japan
OSIsoft (UK) Limited
UK
AVEVA Asia Pacific Sdn. Bhd.
Malaysia
AVEVA Software Argentina S.A.
Argentina
AVEVA Sdn. Bhd.
Malaysia
OSIsoft Argentina SRL
Argentina
AVEVA Software México SA de CV
Mexico
AVEVA Pty Ltd.
Australia
OSIsoft Mexico S. de R.L. de C.V
Mexico
AVEVA Software Australia Pty Ltd
Australia
AVEVA Software Holdings Netherlands BV
Netherlands
OSIsoft Australia Pty Ltd.
Australia
AVEVA Software Netherlands BV
Netherlands
OSIsoft Technologies Middle East W.L.L.
Bahrain
AVEVA AS
Norway
AVEVA do Brasil Informática Ltda
Brazil
OSIsoft Norway AS
Norway
AVEVA Software Brasil Ltda
Brazil
AVEVA Korea Limited
Republic of Korea
OSIsoft do Brasil Sistemas Ltda
Brazil
AVEVA Software Korea Limited
Republic of Korea
AVEVA Software Canada Inc.
Canada
OSIsoft Korea Co., Ltd.
Republic of Korea
OSIsoft Canada ULC
Canada
AVEVA Limited Liability Company
Russia
AVEVA Software Chile SpA
Chile
OSIsoft OOO (LLC)
Russia
AVEVA Solutions (Shanghai) Co. Ltd
China
AVEVA Software Singapore Pte Ltd.
Singapore
OSIsoft (Shanghai) Technology Co.Ltd.
China
OSIsoft Asia Pte. Ltd.
Singapore
Telvent Control System (China) Co. Ltd
China
OSIsoft South Africa (Pty) Ltd
South Africa
OSIsoft Czech Republic, s.r.o.
Czech Republic
AVEVA Software España S.L.U.
Spain
AVEVA Software Colombia S.A.S.
Colombia
OSIsoft España, S.L Sociedad Unipersonal
Spain
AVEVA Denmark A/S
Denmark
AVEVA AB
Sweden
AVEVA SAS
France
OSIsoft Sweden AB
Sweden
OSIsoft France Sarl
France
AVEVA Software (Thailand) Co. Ltd
Thailand
AVEVA GmbH
Germany
OSIsoft Technologies Bilişim Hizmetleri Limited Şirketi
Turkey
OSIsoft Europe GmbH
Germany
AVEVA Software Middle East FZ-LLC
United Arab
Emirates
AVEVA East Asia Limited
Hong Kong
AVEVA Inc.
USA
AVEVA Information Technology India
Private Limited
India
AVEVA Software, LLC
USA
AVEVA Software Private Limited
India
AVEVA US 1 Corp
USA
AVEVA Solutions India LLP
India
AVEVA US 2 Corp
USA
OSIsoft India Private Limited
India
AVEVA US Blocker Corp
USA
AVEVA Software Italia S.p.A
Italy
OSIsoft, LLC
USA
OSIsoft Italy S.R.L.
Italy
As at 31 March 2022, AVEVA Group plc held a 4% (2021: 6%) investment in Finca Global of £0.4 million (2021: £0.4 million) and a 19% (2021:
20%) investment in Dianomic Systems, Inc of £nil (2021: £nil).
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18. Trade and other receivables
2022
2021
£m
£m
Current
Trade receivables
287.3
245.3
Amounts owed from related parties (note 28)
37.6
21.6
Prepayments and other receivables
56.3
51.1
381.2
318.0
Non-current
Trade and other receivables
8.4
19.4
8.4
19.4
Trade receivables are non-interest bearing and generally on terms of between 30 and 90 days. The Directors consider that the carrying
amount of trade and other receivables approximates their fair value.
As at 31 March 2022, the provision for impairment of receivables was £16.4 million (2021: £7.9 million) and an analysis of the movements
during the year was as follows:
£m
At 1 April 2020
7.6
Charge for the year
1.4
Utilised
(0.4)
Exchange adjustment
(0.7)
At 31 March 2021
7.9
Charge for the year
11.3
Utilised
(3.3)
Exchange adjustment
0.5
At 31 March 2022
16.4
At 31 March, the ageing analysis of trade receivables and amounts owed from related parties (net of provision for impairment) was as follows:
Past due not impaired
Total
Neither past due
nor impaired
Less than
four months
Four to eight
months
Eight to
twelve months
More than
twelve months
£m
£m
£m
£m
£m
£m
At 31 March 2022
Trade receivables
287.3
211.1
66.1
8.0
2.1
–
Amounts owed from related parties
37.6
18.8
9.5
6.5
2.8
–
324.9
229.9
75.6
14.5
4.9
–
At 31 March 2021
Trade receivables
245.3
167.2
66.9
6.1
3.7
1.4
Amounts owed from related parties
21.6
14.3
3.8
1.0
1.0
1.5
266.9
181.5
70.7
7.1
4.7
2.9
Further disclosures relating to the credit quality of trade receivables are included in note 23(b).
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
19. Cash and cash equivalents
2022
2021
£m
£m
Cash at bank and in hand
105.7
279.7
Short-term deposits
173.6
6.9
Net cash and cash equivalents per cash flow
279.3
286.6
Restricted cash
–
7.3
279.3
293.9
£11.6 million of cash at bank and in hand was held in Russia at 31 March 2022. Due to the introduction of international sanctions upon
Russian entities, cash is likely to remain deployed within Russian operations whilst sanctions remain in force.
Restricted cash represented funds held in escrow in relation to the acquisition of OSIsoft, LLC. This was released during the year ended
31 March 2022 as a result of the finalisation of the completion accounts process.
Short-term deposits are made for varying periods of between one day and three months, depending on the immediate cash requirements of
the Group, and earn interest at the respective fixed short-term deposit rates.
Further disclosures relating to credit quality of cash and cash equivalents are included in note 23(b).
20. Trade and other payables
2022
2021
£m
£m
Current
Trade payables
30.0
39.6
Amounts owed to related parties (note 28)
6.2
1.5
Social security, employee taxes and sales taxes
21.1
28.5
Accruals
148.7
176.8
Other liabilities
18.0
24.9
224.0
271.3
Non-current
Other liabilities
10.7
18.2
10.7
18.2
Trade payables are non-interest bearing and are normally settled on terms of between 30 and 60 days. Social security, employee taxes and
sales taxes are non-interest bearing and are normally settled on terms of between 19 and 30 days. The Directors consider that the carrying
amount of trade and other payables approximates their fair value.
Accruals have reduced year-on-year following the payment of transaction related costs associated with the acquisition of OSIsoft, LLC.
21. Loans and borrowings
The Group has access to a £250.0 million Revolving Credit Facility (RCF). The facility is unsecured but carries the support of various operating
entities within the Group. Interest on drawings is calculated at a floating market rate of interest, being either Euribor, SONIA or USD LIBOR
plus a variable margin linked to the Group’s net leverage ratio. A commitment fee, linked to the margin, is also payable on undrawn amounts.
The RCF term was extended during the year and has a maturity of 25 February 2025 (2021: 25 February 2024). The facility includes the
mechanism to request an additional one-year extension, subject to the lender’s acceptance. As at 31 March 2022 the RCF was undrawn
(2021: £nil).
On 9 October 2020 the Group entered into a US$900.0 million debt facility with Schneider Electric Holdings Inc. This non-amortising loan was
drawn down in full on 19 March 2021 with a termination date of 19 March 2024. Interest on drawings is calculated at LIBOR plus a variable
margin linked to the Group’s net leverage ratio. The facility is unsecured but carries the support of various operating entities within the Group.
The balance as at 31 March 2022 was £684.5 million (2021: £654.0 million), inclusive of £0.6 million (2021: £0.8 million) of capitalised fees.
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22. Leases
a.
Background
As at 31 March 2022, the Group was entered into lease contracts as a lessee for various properties, vehicles, and items of office equipment for
use in its operations.
b.
Right-of-use assets
Set out below are the carrying amounts of the Group’s right-of-use assets and the movements during the period:
Long leasehold
buildings
Office
equipment
Motor
vehicles
Total
£m
£m
£m
£m
At 1 April 2020
76.4
0.3
2.8
79.5
Additions
14.8
–
0.7
15.5
Acquisition of business
35.5
0.8
–
36.3
Remeasurement1
3.1
–
0.1
3.2
Depreciation expense
(17.9)
(0.1)
(1.5)
(19.5)
Exchange adjustment
(3.1)
–
–
(3.1)
At 31 March 2021
108.8
1.0
2.1
111.9
Additions
1.7
0.1
0.5
2.3
Remeasurement1
1.5
–
–
1.5
Depreciation expense
(21.2)
(0.3)
(1.4)
(22.9)
Exchange adjustment
2.2
0.2
(0.1)
2.3
At 31 March 2022
93.0
1.0
1.1
95.1
1.
Lease liabilities are remeasured when a change to future contractual cash flows is identified. Remeasurements were made in the year based upon changes in indexation and rates on
variable lease payments, and changes in the lease term. The carrying value of the corresponding right-of-use asset is also remeasured to reflect this change in lease liabilities.
c.
Lease liabilities
Set out below for the Group’s lease liabilities are the carrying amounts and movements during the period:
Long leasehold
buildings
Office
equipment
Motor
vehicles
Total
£m
£m
£m
£m
At 1 April 2020
66.8
0.3
2.8
69.9
Additions
14.8
–
0.7
15.5
Acquisition of business
44.1
0.8
–
44.9
Remeasurement1
3.2
–
0.1
3.3
Accretion of interest
2.4
–
0.1
2.5
Payments
(19.6)
(0.1)
(1.6)
(21.3)
Exchange adjustment
(3.0)
–
–
(3.0)
At 31 March 2021
108.7
1.0
2.1
111.8
Additions
1.7
0.1
0.5
2.3
Remeasurement1
1.5
–
–
1.5
Accretion of interest
2.7
–
–
2.7
Payments
(24.3)
(0.3)
(1.4)
(26.0)
Exchange adjustment
2.9
0.2
–
3.1
At 31 March 2022
93.2
1.0
1.2
95.4
At 31 March 2021
Current
21.3
0.2
1.4
22.9
Non-current
87.4
0.8
0.7
88.9
At 31 March 2022
Current
21.0
0.3
0.8
22.1
Non-current
72.2
0.7
0.4
73.3
1.
Lease liabilities are remeasured when a change to future contractual cash flows is identified. Remeasurements were made in the year based upon changes in indexation and rates on
variable lease payments, and changes in the lease term. The carrying value of the corresponding right-of-use asset is also remeasured to reflect this change in lease liabilities.
The potential impact of lease covenants is considered to be immaterial.
A maturity analysis of lease liabilities is included within note 23(c).
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
22. Leases continued
d.
Income statement impact
The following items have been recognised in the Consolidated Income Statement:
2022
2021
£m
£m
Depreciation expense on right-of-use assets
22.9
19.5
Interest on lease liabilities
2.7
2.5
Expense relating to short-term leases
2.7
2.7
Expense relating to leases of low-value assets
0.2
0.1
Total amount recognised in Consolidated Income Statement
28.5
24.8
The Group had total cash outflows for leases of £28.9 million (2021: £24.1 million).
23. Financial risk management
The Group’s principal financial instruments comprise cash and short-term deposits and a term loan. The Group has various other financial
assets and liabilities such as trade receivables, trade payables and borrowings, which arise directly from its operations.
The Group enters into forward foreign exchange contracts to manage currency risks arising from the Group’s operations.
It is, and has been throughout the period under review, the Group’s policy that no speculative trading in financial instruments shall be
undertaken.
The main risks arising from the Group’s financial instruments are market risk, credit risk and liquidity risk. The Board reviews and agrees
policies for managing such risks on a regular basis, as summarised below:
a.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates, will affect the Group’s income or the
value of its holding of financial instruments. The objective of market risk management is to manage and control market risk exposures within
acceptable parameters.
Interest rate risk
The Group’s interest rate risk consists of:
• Floating interest rate risk, arising on the Group’s term loan and any drawings under the RCF. Changes in floating interest rates affect
finance expense and cash flows. Interest rates are set with reference to market interest rates such as Euribor, SONIA or USD LIBOR.
• Interest rate risk associated with the Group’s cash deposits. The Group’s overall objective with respect to holding these deposits is to
maintain a balance between security of funds, accessibility and competitive rates of return.
For the presentation of market risks, IFRS 7 requires sensitivity analysis that show the effects of hypothetical changes of relevant risk variables
on profit or loss and shareholders’ equity. The Group is exposed to fluctuations in interest rates on its cash, cash equivalents and borrowings.
A 1% increase in the sterling and US dollar interest rates would have increased net finance expense by £5.7 million (2021: no impact).
A 1% decrease would have decreased net finance expense by £1.0 million (2021: no impact).
Foreign currency risk
Foreign currency risk arises from the Group undertaking a significant number of foreign currency transactions in the course of operations.
These exposures arise from sales in currencies other than the Group’s presentational currency of sterling.
The Group manages exchange risks, where possible, by using forward foreign exchange contracts and foreign currency denominated
borrowings. The Group enters into forward foreign exchange contracts to match forecast cash flows arising from its recurring revenue base.
In addition, it enters into specific forward foreign exchange contracts for individually significant revenue contracts, when the timing of forecast
cash flows is reasonably certain. Other currency exposures are harder to hedge cost effectively. At 31 March 2022, the Group had outstanding
currency exchange contracts to buy SGD$3.6 million (2021: none) and sell €5.2 million (2021: €6.8 million). No outstanding currency exchange
contracts were held in US dollars (2021: to sell US$2.1 million).
In the year ended 31 March 2021, the Group applied hedge accounting for forward foreign exchange contracts relating to funds raised for the
purpose of acquiring OSIsoft, LLC. A loss of £178.4 million was recognised in the hedging reserve through the Consolidated Statement of
Comprehensive Income and adjusted the purchase price on completion on the combination on 19 March 2021. Gains and losses on all other
forward foreign exchange contracts have been included in the Consolidated Income Statement.
The Group has investments in foreign operations whose net assets are exposed to currency translation risk. Gains and losses arising from
these structural currency exposures are recognised in the Consolidated Statement of Comprehensive Income.
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Foreign currency sensitivity analysis
For the presentation of market risks, IFRS 7 requires sensitivity analysis that shows the effect of hypothetical changes in the foreign exchange
rates in profit or loss or shareholders’ equity. The impact is determined by applying the sensitised foreign exchange rate to the monetary
assets and liabilities at the balance sheet date.
Currency risks as defined by IFRS 7 arise on account of financial instruments being denominated in a currency that is not the functional
currency and being of a monetary nature; differences resulting from the translation of financial statements into the Group’s presentation
currency are not taken into consideration.
A 10% change in the US dollar and euro against sterling would have impacted equity and profit after tax by the amounts shown below as at
the reporting date shown. In management’s opinion, this is a reasonably possible change given current market conditions. Our analysis
indicates that a 10% change in other currencies would not have a significant impact. This analysis assumes that all other variables, in
particular interest rates and other foreign currencies, remain constant. The analysis is performed on the same basis for 2021.
31 March 2022
Increase/(decrease)
in average rate
Profit/(loss)
Equity
£m
£m
US dollar
10%
(5.1)
(5.1)
(10%)
5.1
5.1
Euro
10%
(1.5)
(1.5)
(10%)
1.5
1.5
31 March 2021
Increase/(decrease)
in average rate
Profit/(loss)
Equity
£m
£m
US dollar
10%
(14.1)
(14.1)
(10%)
14.1
14.1
Euro
10%
(2.5)
(2.5)
(10%)
2.3
2.3
b.
Credit risk
The Group’s principal financial assets are cash and cash equivalents, and trade and other receivables.
Counterparties for cash and cash equivalents are governed by the treasury policy, which has been approved by the Board, and are limited to
financial institutions which have a high credit rating assigned by international credit rating agencies. As set out in the Group’s treasury policy,
the amount of exposure to each counterparty is subject to a specific limit, up to a maximum of 50% of the Group’s total counterparty risk.
Within this overall limit, some counterparties are subject to more restrictive caps on counterparty exposure.
The Group trades only with recognised, creditworthy third parties and provides credit to customers in the normal course of business. The
amounts presented in the Consolidated Balance Sheet are net of allowances for doubtful receivables. Expected credit loss allowances are
made against trade receivables based on credit risk characteristics. The Group has credit control functions to monitor receivable balances on
an ongoing basis. Credit checks are performed before credit is granted to new customers. Due to the credit control procedures in place, we
believe all the receivables are of good quality. The Group has no significant concentration of credit risk, with exposure spread over a large
number of customers. The maximum exposure to credit risk is represented by the carrying amount of each financial asset. The exposure to
credit risk is mitigated where necessary by either letters of credit or payments in advance.
The Group does not require collateral in respect of its financial assets.
The Group’s credit risk exposure on trade receivables is set out below:
At 31 March 2022
Past due
Total
Current
Less than four
months
Four to eight
months
Eight to twelve
months
More than
twelve months
£m
£m
£m
£m
£m
£m
Trade receivables
Expected loss rate %
1%
6%
16%
21%
100%
Gross carrying amount
303.7
213.0
70.5
9.6
2.7
7.9
Loss allowance
(16.4)
(1.9)
(4.4)
(1.6)
(0.6)
(7.9)
173
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
23. Financial risk management continued
At 31 March 2021
Past due
Total
Current
Less than four
months
Four to eight
months
Eight to twelve
months
More than
twelve months
£m
£m
£m
£m
£m
£m
Trade receivables
Expected loss rate %
0%
1%
8%
20%
79%
Gross carrying amount
253.2
167.8
67.7
6.6
4.6
6.5
Loss allowance
(7.9)
(0.6)
(0.8)
(0.5)
(0.9)
(5.1)
c.
Liquidity risk
The Group manages liquidity risk by maintaining adequate cash reserves and by continuously monitoring forecast and actual cash flows and
matching the maturity of financial assets and liabilities. As at 31 March 2022 the Group has access to undrawn borrowing facilities of £250.0
million (2021: £250.0 million).
The table below analyses the Group’s financial liabilities, which will be settled on a net basis, into relevant maturity groupings based on the
remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual
undiscounted cash flows:
At 31 March 2022
Lease
liabilities
Trade and
other payables
Amounts owed
to related
parties
Term loan
Total
£m
£m
£m
£m
£m
Current financial liabilities
Less than three months
6.4
48.0
4.0
–
58.4
Between three months and six months
6.2
–
1.4
–
7.6
Between six months and one year
11.8
–
0.8
–
12.6
24.4
48.0
6.2
–
78.6
Non-current financial liabilities
One to two years
21.2
7.2
–
685.1
713.5
Two to five years
45.3
3.5
–
–
48.8
Greater than five years
11.9
–
–
–
11.9
78.4
10.7
–
685.1
774.2
Total financial liabilities
102.8
58.7
6.2
685.1
852.8
Effect of discounting
(7.4)
–
–
–
(7.4)
Offsetting cost of obtaining financing
–
–
–
(0.6)
(0.6)
Carrying amount
95.4
58.7
6.2
684.5
844.8
At 31 March 2021
Lease
liabilities
Trade and
other payables
Amounts owed
to related
parties
Term loan
Total
£m
£m
£m
£m
£m
Current financial liabilities
Less than three months
6.6
62.1
1.3
–
70.0
Between three months and six months
6.4
1.0
–
–
7.4
Between six months and one year
12.4
1.4
0.2
–
14.0
25.4
64.5
1.5
–
91.4
Non-current financial liabilities
One to two years
22.2
11.2
–
–
33.4
Two to five years
48.7
7.0
–
654.8
710.5
Greater than five years
24.9
–
–
–
24.9
95.8
18.2
–
654.8
768.8
Total financial liabilities
121.2
82.7
1.5
654.8
860.2
Effect of discounting
(9.4)
–
–
–
(9.4)
Offsetting cost of obtaining financing
–
–
–
(0.8)
(0.8)
Carrying amount
111.8
82.7
1.5
654.0
850.0
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The table below analyses the Group’s forward foreign exchange contracts, which will be settled on a gross basis, into relevant maturity
groupings based on the remaining period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are
the contractual undiscounted cash flows:
At 31 March 2022
Less than
three months
Between
three months
and six months
Between
six months and
one year
Greater than
one year
‘m
‘m
‘m
‘m
Forward foreign exchange contracts (GBP/EUR)
Outflow
€5.2
–
–
–
Inflow
£4.4
–
–
–
Forward foreign exchange contracts (GBP/SGD)
–
–
–
Outflow
£2.0
–
–
–
Inflow
$3.6
–
–
–
Less than
three months
Between
three months
and six months
Between
six months and
one year
Greater than
one year
At 31 March 2021
‘m
‘m
‘m
‘m
Forward foreign exchange contracts (GBP/EUR)
Outflow
€4.3
€2.5
–
–
Inflow
£3.8
£2.2
–
–
Forward foreign exchange contracts (GBP/USD)
Outflow
$2.1
–
–
–
Inflow
£1.6
–
–
–
175
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
23. Financial risk management continued
d.
Fair values
The carrying amounts of financial instruments and their classification under IFRS 9 are:
2022
2021
£m
£m
Non-current financial assets
• at amortised cost
Trade and other receivables: trade receivables
0.2
0.7
Current financial assets
• at amortised cost
Trade and other receivables: trade receivables
287.3
245.3
Trade and other receivables: amounts owed from related parties
37.6
21.6
Cash and cash equivalents
279.3
286.6
Restricted cash
–
7.3
• at fair value through profit or loss
Investments
0.4
0.4
Total financial assets
604.8
561.9
Non-current financial liabilities
• at amortised cost
Loans and borrowings (fair value – 2022: £685.1 million, 2021: £654.8 million)
(684.5)
(654.0)
Lease liabilities
(73.3)
(88.9)
Other liabilities
(10.7)
(18.2)
Current financial liabilities
• at amortised cost
Trade and other payables: trade payables
(30.0)
(39.6)
Trade and other payables: amounts owed to related parties
(6.2)
(1.5)
Trade and other payables: accruals
(148.7)
(176.8)
Trade and other payables: other payables
(18.0)
(24.9)
Lease liabilities
(22.1)
(22.9)
Total financial liabilities
(993.5)
(1,026.8)
Net financial liabilities
(388.7)
(464.9)
Unless otherwise stated, the carrying amounts of these financial assets and liabilities in the Group’s financial statements approximates their
fair values.
The Group’s financial assets include forward foreign exchange contracts. Financial instruments that are recognised at fair value subsequent to
initial recognition are grouped into Levels 1 to 3 based on the degree to which the fair value is observable. The three levels are defined as
follows:
• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the
asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based
on observable market data (unobservable inputs).
The Group holds forward foreign exchange contracts which are measured at Level 2 fair value subsequent to initial recognition. The fair value
of the asset in respect of foreign exchange contracts at 31 March 2022 is £nil (2021: £0.3 million).
The resulting loss of £0.4 million (2021: gain of £0.7 million) on the movement of the fair value of forward foreign exchange contracts is
recognised in the Consolidated Income Statement within administrative expenses.
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e.
Capital management
The Group’s policy is to maintain a strong capital base so as to maintain investor, market, creditor, customer and employee confidence and to
sustain future development of the business. The Group’s equity structure consists of equity attributable to the equity holders of AVEVA Group
plc comprising issued share capital, other reserves and retained earnings. The Group’s debt facilities are detailed in note 21 and consist of a
term loan and RCF.
To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders, issue
new shares, or amend its borrowings.
The Board monitors the capital structure on a regular basis and determines the level of annual dividend. The Group is subject to financial
covenants on its term loan and RCF, see note 21 for further details. The Group has complied with these covenants during the year.
24. Deferred tax
The following are the major deferred tax liabilities and assets recognised by the Group and the movements thereon, during the current and
previous year:
Retirement
benefits
Intangible
assets
Share
options
Losses
Other temporary
differences1
Total
£m
£m
£m
£m
£m
£m
At 1 April 2020
(1.8)
(101.9)
4.6
1.3
(3.0)
(100.8)
Acquisition of business
0.1
–
–
8.2
(2.1)
6.2
Credit to income statement
0.3
18.9
0.3
2.5
8.6
30.6
Credit to other comprehensive income
0.5
–
–
–
–
0.5
Charge to equity
–
–
(0.1)
–
–
(0.1)
Exchange adjustment
(0.1)
1.2
–
0.1
1.8
3.0
At 31 March 2021
(1.0)
(81.8)
4.8
12.1
5.3
(60.6)
Acquisition of business
–
8.4
–
(2.2)
6.6
12.8
(Charge)/credit to income statement
(0.5)
(13.4)
1.1
8.9
24.6
20.7
(Charge)/credit to other comprehensive income
(2.2)
–
–
2.7
0.2
0.7
Charge to equity
–
–
(0.4)
–
–
(0.4)
Exchange adjustment
(0.1)
0.3
–
0.5
2.1
2.8
At 31 March 2022
(3.8)
(86.5)
5.5
22.0
38.8
(24.0)
1.
Other temporary differences consist principally of deferred tax on fixed assets, expenses deductible in the future, and timing differences in respect of revenue recognition.
Certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) for financial
reporting purposes:
2022
2021
£m
£m
Deferred tax liabilities
(71.2)
(82.0)
Deferred tax assets
47.2
21.4
(24.0)
(60.6)
At the balance sheet date, the Group has unused tax losses of £99.9 million (2021: £54.9 million) available for offset against future profits.
Losses of £1.9 million (2021: £2.4 million) expire after 10 years and £0.4 million losses (2021: £nil) expire after 9 years. All other losses may be
carried forward indefinitely. No deferred tax asset has been recognised for tax losses of £13.9 million (2021: £20.1 million).
It is likely that the majority of the overseas earnings would qualify for the UK dividend exemption. However, £73.4 million (2021: £54.5 million)
of the undistributed earnings of overseas subsidiaries may still result in a tax liability principally as a result of withholding taxes levied by the
overseas jurisdictions in which they operate. No deferred tax liability (2021: £0.3 million) has been provided for withholding tax that is
expected to be incurred on the payment of intra-Group dividends. No liability has been recognised for the remaining overseas earnings
because the Group is in a position to control the timing of the reversal of the temporary differences, and it is probable that such differences will
not reverse in the foreseeable future.
The directors have recognised a deferred tax asset of £9.9m relating to unused tax losses that are considered to be able to be offset against
taxable profits expected to arise in future accounting periods. Management have based their assessment on the latest forecasts approved by
the board which reflects the transition to a subscription-based business model and achieving the Group’s 2026 financial targets.
Deferred tax adjustments of £12.8m have been made in the measurement period relating to the acquisition of OSIsoft LLC (note 13a). These
adjustments primarily relate to the finalisation of the future tax deductions for the acquired intangible fixed assets following agreement of the
completion accounts.
177
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
25. Retirement benefits
The Group operates defined benefit pension schemes in the UK, Germany, Italy and Sweden. The Group also provides certain post-retirement
benefits to employees in Australia, India, Saudi Arabia and UAE.
The movement on the retirement benefit surplus and obligations was as follows:
UK
Germany
Other
Total
£m
£m
£m
£m
At 31 March 2020
(14.9)
3.1
7.7
(4.1)
Additions
–
–
2.0
2.0
Acquisition of business
–
–
0.9
0.9
Current service cost
–
0.1
1.2
1.3
Past service cost
0.1
–
(0.3)
(0.2)
Net interest on pension scheme liabilities
1.6
–
0.2
1.8
Return on pension scheme assets
(1.9)
–
–
(1.9)
Actuarial remeasurements
2.2
0.3
–
2.5
Employer contributions
(0.2)
(0.2)
(1.0)
(1.4)
Disposals
–
–
(1.1)
(1.1)
Exchange adjustment
–
(0.1)
(0.3)
(0.4)
At 31 March 2021
(13.1)
3.2
9.3
(0.6)
Additions
–
–
1.2
1.2
Current service cost
–
0.1
1.6
1.7
Net interest on pension scheme liabilities
1.5
–
0.3
1.8
Return on pension scheme assets
(1.8)
–
–
(1.8)
Actuarial remeasurements
(3.0)
(0.4)
–
(3.4)
Employer contributions
(0.2)
(0.1)
(1.9)
(2.2)
Exchange adjustment
–
–
0.2
0.2
At 31 March 2022
(16.6)
2.8
10.7
(3.1)
During the year to 31 March 2021, the defined benefit scheme operated in Japan was converted to a defined contribution scheme. A gain on
disposal of £0.3 million was recognised in other (expense)/income.
The Group’s retirement benefit balances can be categorised as follows:
2022
2021
£m
£m
Retirement benefit surplus
(16.6)
(13.1)
Retirement benefit obligations
13.5
12.5
Net retirement benefit surplus
(3.1)
(0.6)
The UK defined benefit scheme surplus has been recognised as a non-current asset as the Group has a right to any remaining surplus after all
liabilities are paid. The Trustees may not distribute any surplus without the agreement of the Group. If such agreement is withheld, the
Trustees are required to repay any remaining funds to the Group.
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a.
UK defined benefit scheme
The Group operates a UK defined benefit pension plan providing benefits based on final pensionable pay which is funded. This scheme was
closed to new employees on 30 September 2002 (with the option of reopening if required) and was converted to a Career Average Revalued
Earnings basis on 30 September 2004. The scheme closed to future benefit accrual with effect from 1 April 2015. Pensions are also payable to
dependants on death. Administration on behalf of the members is governed by a trust deed, and the funds are held and managed by
professional investment managers who are independent of the Group.
The most recent triennial actuarial assessment of the scheme was dated 31 March 2019 and performed by Broadstone Corporate Benefits
Limited, an external, professionally qualified actuary. The outcome of the valuation was that, on a statutory funding objective basis, the
scheme held £79.8 million of liabilities with an overall surplus of £4.9 million. It was determined no additional employer contributions were
required. The Group is sufficiently profitable and cash-generative to meet future obligations should the next valuation require contributions to
restart. The triennial actuarial assessment as at 31 March 2022 is ongoing and is expected to be completed for disclosure within the Group’s
2023 Annual Report.
The scheme operates a liability-driven investment strategy; around two-thirds of asset values comprise low-risk investments such as bonds
and defensive hedge funds, with equities a small total of scheme assets. The liability-driven investment strategy seeks to match the profile of
the liabilities where appropriate. This includes the use of derivative instruments to hedge inflation and interest risks. Scheme assets are stated
at their market values.
The pension liability is measured with reference to discount rates derived from yields on high-quality corporate bonds, UK retail price inflation,
future salary increases, and post-retirement mortality. The scheme is therefore exposed to risks associated with UK inflation, interest rates,
investments, and changes in pensioner life expectancy. These risks are mitigated by investing in liability-driven investments to hedge inflation
and interest rates, outsourcing of investments to the consultancy firm Aon Solutions, who continually review asset allocations and
performance against the set benchmark, and the scheme actuary regularly reviewing and providing updates on mortality rate assumptions.
The principal assumptions used in determining the pension valuation were as follows:
2022
2021
%
%
Main assumptions:
Discount rate
2.6
2.0
Inflation assumption – RPI
3.8
3.3
Rate of salary increases
3.1
5.3
Rate of increase of pensions in payment
3.4
3.1
Rate of increase of pensions in deferment
3.1
2.6
Cash commutation
20% of
pension
20% of
pension
The duration of scheme liabilities is estimated to be 15 years (2021: 16 years).
For the years-ended 31 March 2022 and 2021, the mortality assumptions adopted imply the following weighted average life expectancies:
2022
2021
Years
Years
Male currently aged 65
22.7
22.6
Female currently aged 65
23.8
23.8
Male currently aged 45
23.6
23.6
Female currently aged 45
25.0
25.0
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
25. Retirement benefits continued
Company contributions were £0.2 million (2021: £0.2 million), comprising deficit contributions totalling £nil (2021: £nil) per annum plus an
administration charge of £0.2 million (2021: £0.2 million). The total contributions in the year ended 31 March 2023 is expected to be
approximately £0.2 million.
The assumed discount rate, inflation rate and mortality all have a significant effect on the IAS 19 accounting valuation. The following table
shows the sensitivity of the valuation to changes in these assumptions:
Impact on liabilities
increase/(decrease)
2022
2021
£m
£m
0.25 percentage point increase to:
• discount rate
(2.7)
(3.1)
• inflation (including pension increases linked to inflation)
1.6
1.9
Additional one-year increase to life expectancy
3.1
3.4
The assets and liabilities of the scheme at 31 March 2022 and 2021 were as follows:
2022
2021
£m
£m
Equities
14.6
17.7
Bonds
6.7
13.2
Other
70.1
60.5
Total fair value of assets
91.4
91.4
Present value of scheme liabilities
(74.8)
(78.3)
Net pension asset
16.6
13.1
The amounts recognised in the Consolidated Income Statement and Consolidated Statement of Comprehensive Income for the year are
analysed as follows:
2022
2021
£m
£m
Administrative expenses
Past service cost
–
0.1
Finance revenue
Interest income on pension scheme assets
(1.8)
(1.9)
Finance costs
Interest on pension scheme liabilities
1.5
1.6
Taken to Consolidated Statement of Comprehensive Income
Actual return on pension scheme assets
2.2
3.4
Less: interest income on pension scheme assets
(1.8)
(1.9)
0.1
1.5
Changes in assumptions and experience adjustments on liabilities
2.6
(3.7)
Remeasurement gain on defined benefit plan
2.7
(2.2)
Analysis of movements in the present value of the defined benefit pension obligations during the year are analysed as follows:
2022
2021
£m
£m
At 1 April
78.3
75.1
Interest on pension scheme liabilities
1.5
1.6
Benefits paid
(2.4)
(2.2)
Actuarial loss due to experience
1.6
(1.8)
Actuarial loss due to changes in the economic assumptions
(4.1)
5.5
Actuarial gain due to changes in the demographic assumptions
(0.1)
–
Past service cost
–
0.1
At 31 March
74.8
78.3
The above defined benefit obligation arises from a plan that is wholly funded.
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Changes in the fair value of plan assets are as follows:
2022
2021
£m
£m
At 1 April
91.4
90.0
Interest income
1.8
1.9
Contributions by employer
0.2
0.2
Benefits paid
(2.4)
(2.2)
Actual return less interest in income
0.4
1.5
At 31 March
91.4
91.4
b.
Germany defined benefit schemes
The Group operates five schemes in Germany that are accounted for under IAS 19. All are unfunded, with benefits paid as they become due.
Scheme type
Schemes
Payable on
Status
Defined benefit
4
Throughout retirement
Closed to new applicants
Anniversary payments
1
Achievement of service milestones
Closed to new applicants
Details of the actuarial assumptions used to value these schemes in accordance with IAS 19 are set out below:
2022
2021
Rate of increase of pension in payment
2.3 to 2.5%
1.5 to 2.5%
Discount rate
1.6%
0.1 to 0.8%
c.
Other retirement and employee benefit schemes
The Group operates additional retirement and employee benefit schemes in several of its overseas businesses, none of which are considered
to be individually material:
Location
Scheme type
Funding status
Payable on
Australia
Long service leave payments
Unfunded
Qualifying dates during employment
Bahrain
Lump sum payment
Unfunded
Retirement or termination
France
Lump sum payment
Unfunded
Retirement
India
Leave encashment plan1
Unfunded
Retirement
India
Lump sum payment
Funded
Severance of employment
Italy
Lump sum payment
Unfunded
Retirement
Saudi Arabia
Lump sum payment
Unfunded
Retirement or termination
Sweden
ITP scheme2
Funded
Throughout retirement
United Arab Emirates
Lump sum payment
Unfunded
Retirement or termination
1.
Unused annual leave can be used to purchase an additional retirement benefit.
2.
Multi-employer, industry defined benefit scheme providing benefits above the state pension. Accounted for as a defined contribution scheme.
d.
Defined contribution schemes
The Group also operates defined contribution retirement schemes. The assets of the schemes are held separately from those of the Group. The
total cost charged to the income statement of £28.4 million (2021: £20.6 million) represents contributions payable to these schemes by the
Group at the rates specified in the rules of the plans.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
26. Share-based payment plans
The Group has four active equity-settled share schemes: the AVEVA Group plc Long-Term Incentive Plan (LTIP) 2021; the AVEVA Group
Management Bonus Deferred Share Scheme (Deferred Share Scheme); the AVEVA Group plc Senior Employee Restricted Share Plan 2021
(Restricted Share Plan); and the AVEVA Group plc Global Employee Share Purchase Plan (GESPP).
The following table illustrates the number, and movements in, share options for the schemes during the year:
LTIP
Restricted
Share Plan
Deferred
Share Scheme
GESPP
Total
‘000s
‘000s
‘000s
‘000s
‘000s
Outstanding at 1 April 2020
1,123.1
405.8
120.7
–
1,649.6
Exercisable at 1 April 2020
250.3
3.9
0.3
–
254.5
Granted
280.3
636.3
23.6
–
940.2
Rights issue adjustment1
286.9
137.4
27.1
–
451.4
Forfeited
(15.0)
(12.4)
–
–
(27.4)
Exercised
(533.0)
(84.2)
(35.6)
–
(652.8)
Outstanding at 31 March 2021
1,142.3
1,082.9
135.8
–
2,361.0
Exercisable at 31 March 2021
25.4
70.0
25.7
–
121.1
Granted
344.8
694.4
15.6
108.2
1,163.0
Forfeited
(259.6)
(148.1)
(4.5)
(2.2)
(414.4)
Expired
(3.7)
–
–
–
(3.7)
Exercised
(190.4)
(282.8)
(86.1)
(13.1)
(572.4)
Outstanding at 31 March 2022
1,033.4
1,346.4
60.8
92.9
2,533.5
Exercisable at 31 March 2022
160.6
133.2
5.4
–
299.2
1.
Additional options were awarded to scheme participants as a result of the November 2020 rights issue. Options were awarded such that the overall value of options available were
unchanged by the rights issue.
The fair value of option awards subject to EPS performance targets was measured at grant date using the Black-Scholes option pricing
model, and the fair value of option awards subject to TSR performance targets was determined by use of Monte Carlo simulations, both
taking into account the terms and conditions upon which the instruments were granted. The following table lists the inputs to the model used
for each of the awards:
LTIP
Restricted
Share Plan
Deferred
Share Scheme
GESPP
Year ended 31 March 2022
Weighted average exercise price
3.56p
3.56p
nil
Nil
Expected volatility
28 to 39%
28% to 39%
39%
28% to 36%
Risk-free interest rate
0.2 to 0.5%
0.1 to 0.5%
nil
0.1 to 1.4%
Expected life of option
3 to 5 years
1 to 3 years
2 to 4 years
2 to 3 years
Weighted average share price
£38.33
£38.18
£39.17
£32.20
Valuation type
Black-Scholes
and Monte Carlo
Black-Scholes
Black-Scholes
Black-Scholes
Year ended 31 March 2021
Weighted average exercise price
3.56p
3.56p
nil
–
Expected volatility
36 to 46%
36 to 46%
46%
–
Risk-free interest rate
nil to 0.1%
nil to 0.1%
nil
–
Expected life of option
3 to 5 years
1 to 3 years
2 to 4 years
–
Weighted average share price
£47.53
£39.34
£48.87
–
Valuation type
Black-Scholes
and Monte Carlo
Black-Scholes
Black-Scholes
–
The weighted average remaining contractual life for the options outstanding at 31 March 2022 is 5.5 years (2021: 5.9 years).
The weighted average share price at date of exercise for options exercised during the year was £34.88 (2021: £41.83).
The average fair value of options granted during the year was £34.70 (2021: £39.46). In calculating the fair value, the expected life of the
options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The expected volatility reflects the
assumption that the historical volatility is indicative of future trends, which may also not necessarily be the actual outcome.
In the year ended 31 March 2022 the Group recognised an expense of £27.4 million related to equity-settled share-based payment
transactions (2021: £16.3 million).
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a.
Long-Term Incentive Plan
The performance conditions attached to the options awarded in the financial years ended 31 March 2022, 2021, and 2020 are based on EPS
growth (50%), Total Shareholder Return (TSR) (25%) against a comparator group combining the FTSE 350 Technology Sector and the S&P
Mid Cap 400 Software companies, and strategic objectives (25%), with the precise measures to be set and measured by the Remuneration
Committee.
Further information about the performance conditions are provided in the Remuneration Committee report on pages 102 to 126.
b.
Deferred Share Scheme
The Deferred Share Scheme is participated in by Directors and senior management. Subject to the achievement of performance conditions
relating to a single financial year, these incentive arrangements are intended to reward the recipient partly in cash and partly in ordinary
shares in the Company to be delivered on a deferred basis.
The award of deferred shares takes the form of nil-cost options exercisable by participants in three equal tranches, one in each of the three
years following the year in which the award is made. The option may be exercised in the 42-day period beginning on the announcement of
the financial results of the Group in each of the three calendar years after that in which the option was granted. The last date of the exercise is
the end of the 42-day period following the announcement of the financial results of the Group in the third calendar year following that in which
the option was granted or (if applicable) such later date as the Remuneration Committee may specify. These awards are made solely in
respect of performance in the financial year immediately prior to their grant. Delivery of the deferred shares is not subject to further
performance conditions, but each participant is required to remain an employee or Director of the Group during the three-year vesting period
in order to receive their deferred shares in full (except in the case of death or the occurrence of a takeover, reconstruction or amalgamation, or
voluntary winding up of the Company).
c.
Restricted Share Plan
The Restricted Share Plan allows awards of options to be made to senior management, and other employees at the discretion of the
Remuneration Committee. The right to exercise an option is subject to completion of a required period of continued employment within the
Group:
• options granted pre-31 March 2020: three years; or
• options granted post-31 March 2020: one to three years, in three equal tranches on the anniversary date of the grant.
Options that are not exercised prior to the fifth anniversary (or, in the case of an award with an overall award period of more than four years,
the sixth anniversary) of the date of grant shall lapse.
d.
Global Employee Share Purchase Plan
The Group launched the GESPP in January 2021, with the aim to encourage employees to acquire and hold shares in AVEVA Group plc. This is
comprised of three plans. The first biannual share purchase occurred in August 2021.
UK Share Incentive Plan
All UK employees are entitled to contribute up to £150 per month from their gross pay. The GESPP trustees buy shares (partnership shares) at
market value every six months with the employees’ contributions. For every two partnership shares purchased, the Group purchases three
additional shares (matching shares) which are awarded to the employee.
If the employee sells their partnership shares or leaves employment with the Group within three years of the initial acquisition the matching
shares are forfeited.
US Employee Stock Purchase Plan
All US employees are entitled to contribute up to £850 per month from their net pay. The GESPP trustees buy partnership shares in the open
market with the employee’s contributions. Share are purchased at market value, less a 15% discount which is settled by the Group. These
shares are not subject to a holding period or forfeiture.
International Employee Share Purchase Plan
All international employees based outside of the UK and US and who are employed by a participating Group company are entitled to
contribute up to £150 per month from their net pay. The GESPP trustees buy partnership shares at market value every six months with the
employees’ contributions. For each partnership share purchased, the Group purchases one additional matching share which is awarded to the
employee.
If the employee sells the partnership share or leaves employment with the Group within two years of the initial acquisition the matching share
is forfeited.
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
27. Share capital and reserves
a.
Share capital
2022
2021
£m
£m
Allotted, called-up and fully paid
301,621,651 (2021: 301,155,427) ordinary shares of 3.56 pence each
10.7
10.7
Details of the shares issued during the year and the prior year are as follows:
2022
2022
2021
2021
Number
£m
Number
£m
At 1 April
301,155,427
10.7
161,512,219
5.7
Issue of new shares for the acquisition of OSIsoft, LLC
–
–
13,655,570
0.5
Rights issue for the acquisition of OSIsoft, LLC
–
–
125,739,796
4.5
Exercise of share options
466,224
–
247,842
–
At 31 March
301,621,651
10.7
301,155,427
10.7
The Company issued 466,224 (2021: 247,842) ordinary shares of 3.56 pence each with a nominal value of £16,603 (2021: £8,806) pursuant
to the exercise of share options. The total proceeds were £16,603 (2021: £8,806), which included a premium of £nil (2021: £nil).
During the year ended 31 March 2021, the Company undertook a rights issue in order to facilitate the acquisition of OSIsoft, LLC. Additionally,
part of the consideration was paid through issuance of additional new shares to Estudillo Holdings Corp. A total of 139,395,366 ordinary
shares of 3.56 pence were issued.
b.
Share premium
Share premium represents the excess of proceeds arising on the issue of equity shares, net of transactions costs, over the nominal value of the
associated share capital.
2022
2021
£m
£m
At 1 April
3,842.1
574.5
Capital reduction
(1,000.0)
–
Issue of new shares for the acquisition of OSIsoft, LLC
–
465.2
Rights issue for the acquisition of OSIsoft, LLC
–
2,831.0
Transactions costs for issued share capital
–
(28.6)
At 31 March
2,842.1
3,842.1
The Company received approval from shareholders to perform a £1.0 billion capital reduction at the Annual General Meeting on 7 July 2021.
This completed on 10 August 2021, resulting in a reduction in share premium and an increase in reserves within retained earnings.
c.
Other reserves
Merger reserve
The merger reserve is the difference between the equity consideration and the nominal value of shares issued in connection with the
acquisition of SES in 2018, less amounts used to pay up the B shares. The return of value to shareholders was affected through the issue and
redemption of B shares which were paid up out of the merger reserve.
Cumulative translation adjustment reserve
The cumulative translation adjustment reserve is used to record exchange differences arising from the translation of the financial statements
of foreign subsidiaries.
Capital redemption reserve
The capital redemption reserve represents the return of value to shareholders from AVEVA Group plc insofar as made out of distributable
reserves.
Reverse acquisition reserve
On 1 March 2018, AVEVA Group plc acquired SES as part of a reverse acquisition. AVEVA Group plc was the legal acquirer, as it exercised
control over the enlarged Group. For accounting purposes SES was treated as the acquirer, as the former shareholders of SES (Schneider
Electric) obtained the majority of shares in the enlarged AVEVA Group. The reverse acquisition reserve represents the difference between the
consideration and the AVEVA capital equity interests on this acquisition.
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Treasury shares
The treasury share reserve represents the cost of the shares in AVEVA Group plc purchased in the open market and held by the AVEVA Group
Employee Benefit Trust 2008 (EBT) to satisfy deferred shares under the Group's deferred annual bonus share plan. During the year, nil shares
(2021: 23,197) were purchased by the EBT at a price of £nil (2021: £47.83). 110,766 shares (2021: 380,316) with an attributable cost of £2.5
million (2021: £9.7 million) were issued to employees in satisfying share options that were exercised. Matching shares for the UK Share
Incentive Plan are held within a separate trust. During the year, 29,805 (2021: nil) were purchased by the trust at a weighted average price of
£30.39. No shares have been transferred to employees.
In the year ended 31 March 2021, an additional 71,300 shares were obtained as a result of the November 2020 rights issue. These are held at
nil value.
£m
At 1 April 2020
12.1
Own shares purchased
1.1
Shares issued to employees
(9.7)
At 31 March 2021
3.5
Own shares purchased
1.3
Shares issued to employees
(3.0)
At 31 March 2022
1.8
28. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not
disclosed in this note.
a.
Schneider Electric Group companies
Schneider Electric SE is the Group’s majority shareholder. Additional information is provided in note 30.
During the year, Group companies entered into the following transactions with Schneider Electric Group companies:
2022
2021
£m
£m
Sales of goods and services
104.6
62.2
Purchases of goods and services
(6.8)
(3.4)
Interest expense on term loan
(8.6)
(0.2)
Other non-trading transactions
1.6
13.7
On 19 March 2021, the AVEVA Group received a US $900.0 million term loan from Schneider Electric Holdings Inc to assist in the funding of
the acquisition of OSIsoft, LLC. The term loan bears interest of LIBOR plus a margin and is repayable three years from the inception date on 19
March 2024.
Other non-trading transactions of £1.6 million (2021: £nil) comprised the sale of Acquis Software, Termis Software and Water Management
Software. See note 13(b) for further details.
In the year ended 31 March 2021, other non-trading transactions of £13.7 million related to amounts received in reimbursement for
expenditure incurred as part of the Group’s migration from activities covered by Transitional Service Agreements following the combination
with the Schneider Electric industrial software business. Of these transactions, £8.5 million related to operating expenses incurred, and £5.2
million to capital expenditure.
The Transitional Service Agreement with Schneider Electric ended on 31 August 2021. A new Service Agreement was entered into on 1
September 2021 under which Schneider Electric (through SE Digital) will continue to provide ERP-related support services until 31 December
2023 whilst the AVEVA Group completes its global roll out of the new ERP system.
As disclosed on page 91 of the Group’s 2021 Annual Report, Peter Herweck has retained his Schneider Electric LTIP share options and
continued to participate in his Schneider Electric pension arrangement, with the cost being met by Schneider Electric. See the Directors’
Remuneration Report on pages 102 to 126 for further details.
The Group did not make any payments to Schneider Electric SE, the parent company of the Schneider Electric Group (2021: £nil). All
transactions were with subsidiary companies within the Schneider Electric Group.
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Consolidated Financial Statements continued
28. Related party transactions continued
As at 31 March, Group companies held the following balances with Schneider Electric Group companies:
2022
2021
£m
£m
Trade receivables
37.6
18.9
Trade payables
(5.8)
(1.3)
Non-trading receivables
–
2.7
Non-trading payables
(0.4)
(0.2)
Term loan1
(685.1)
(654.8)
1.
This balance represents the contractual obligation owed to Schneider Electric Group companies. The carrying value per the Consolidated Balance Sheet is stated after offsetting directly
attributable costs for obtaining this financing.
All balances held were with subsidiary companies within the Schneider Electric Group.
Terms and conditions of transactions with related parties
Outstanding balances at 31 March 2022 are unsecured, and settlement occurs in cash. There have been no guarantees provided or received
for any related party receivables or payables. For the year ended 31 March 2022, the Group has recorded an impairment against £1.0 million
of receivables relating to amounts owed by related parties situated in Russia (2021: £nil). This assessment is undertaken each financial year
through examining the financial position of the related party and the market in which the related party operates. The amounts set out in the
table above are stated before impairment.
b.
Remuneration of key management personnel
The remuneration of the key management personnel of the Group is set out below in aggregate for each of the categories specified in IAS 24
‘Related Party Disclosures’. Key management personnel are considered to be the Board and the Executive Leadership Team (ELT) of AVEVA
Group plc. In addition to their salaries, the Group provides non-cash benefits and contributes to defined contribution pension schemes on their
behalf. Key management personnel also participate in the Group’s share option schemes and deferred annual bonus share plan.
Further information about the remuneration of individual Directors is provided in the audited part of the Remuneration Committee report on
pages 102 to 126.
2022
2021
£m
£m
Short-term employee benefits
9.5
5.4
Share-based payments
2.9
6.4
12.4
11.8
c.
Transactions with other related parties
Dr J Patrick Kennedy controls 4.4% (2021: 4.5%) of the issued ordinary share capital of AVEVA Group plc through his controlling ownership of
Estudillo Holdings Corp and is Chairman Emeritus of the Group, a board advisory position.
During the period, Group companies entered into the following transactions with Dr J Patrick Kennedy, and with companies in which Dr J
Patrick Kennedy has a shareholding:
2022
2021
£m
£m
Purchase of goods and services
4.1
0.1
Chairman Emeritus salary
0.2
–
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29. Commitments and contingencies
2022
2021
£m
£m
Bank guarantees and sureties
11.1
12.8
Parent Company guarantees
50.6
44.7
61.7
57.5
The Group provides a number of guarantees for obligations to complete and deliver projects. These include bid, performance and warranty
bonds, and guarantees against advance payments, all of which arise in the ordinary course of business and are issued by either banking
partners or AVEVA parent companies. The amounts disclosed above represent the Group’s contractual exposure at the balance sheet date.
30. Ultimate controlling party
The largest group in which the results of the Company are consolidated is that headed by Schneider Electric SE, for which the accounts are
available at 35 rue Joseph Monier, 92500 Rueil-Malmaison, France. It is the ultimate parent company and is incorporated in France.
At 31 March 2022, Schneider Electric SE controlled 178,573,525 ordinary shares (2021: 176,471,625) representing 59.2% (2021: 58.6%) of
the total issued ordinary share capital of AVEVA Group plc.
Information on the relationship agreement between the Group and Schneider Electric SE is set out on pages 129 to 130 of the Directors’
Report.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Company Balance Sheet
31 March 2022
2022
2021
Notes
£m
£m
Non-current assets
Investments
5
4,647.0
4,630.9
Deferred tax assets
7.7
3.6
4,654.7
4,634.5
Current assets
Trade and other receivables
6
15.2
129.6
15.2
129.6
Total assets
4,669.9
4,764.1
Equity
Issued share capital
8(a)
10.7
10.7
Share premium
8(b)
2,842.1
3,842.1
Capital redemption reserve
101.7
101.7
Merger reserve
619.6
619.6
Retained earnings
1,090.7
182.9
Total equity
4,664.8
4,757.0
Current liabilities
Trade and other payables
7
3.5
5.6
Current tax liabilities
1.6
1.5
5.1
7.1
Total equity and liabilities
4,669.9
4,764.1
Profit for the year
(9.5)
92.1
No income statement is presented by the Company as permitted by section 408 of the Companies Act 2006. The accompanying notes are an
integral part of this Company Balance Sheet.
The financial statements on pages 188 to 193 were approved by the Board of Directors on 7 June 2022 and signed on its behalf by:
Philip Aiken
Peter Herweck
Company number
Chairman
Chief Executive Officer
2937296
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Company Statement of Changes in Shareholders’ Equity
31 March 2022
Share capital
Share premium
Merger reserve
Capital
redemption
reserve
Retained
earnings
Total
shareholders’
funds
£m
£m
£m
£m
£m
£m
At 1 April 2020
5.7
574.5
619.6
101.7
157.4
1,458.9
Profit for the year
–
–
–
–
92.1
92.1
Issue of new shares
0.5
465.2
–
–
–
465.7
Rights issue
4.5
2,831.0
–
–
–
2,835.5
Transaction costs relating to issue of share capital
–
(28.6)
–
–
–
(28.6)
Share-based payments
–
–
–
–
9.4
9.4
Share options granted to employees of subsidiary
companies
–
–
–
–
6.7
6.7
Tax arising on share options
–
–
–
–
(0.3)
(0.3)
Dividends paid
–
–
–
–
(82.4)
(82.4)
At 31 March 2021
10.7
3,842.1
619.6
101.7
182.9
4,757.0
Profit for the year
–
–
–
–
(9.5)
(9.5)
Share-based payments
–
–
–
–
11.3
11.3
Share options granted to employees of subsidiary
companies
–
–
–
–
16.1
16.1
Tax arising on share options
–
–
–
–
(0.1)
(0.1)
Dividends paid
–
–
–
–
(110.0)
(110.0)
Capital reduction
–
(1,000.0)
–
–
1,000.0
–
At 31 March 2022
10.7
2,842.1
619.6
101.7
1,090.7
4,664.8
The accompanying notes are an integral part of this Company Statement of Changes in Shareholders’ Equity.
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Company Financial Statements
1.
Authorisation of financial statements and corporate information
The financial statements of AVEVA Group plc (the Company) for the year ended 31 March 2022 were authorised for issue by the Board of
Directors on 7 June 2022 and the balance sheet was signed on the Board's behalf by Philip Aiken, Chairman, and Peter Herweck, Chief
Executive Officer. AVEVA Group plc is a limited company incorporated and domiciled in England and Wales whose shares are publicly traded
on the London Stock Exchange. The principal activity of the Company is that of a holding company.
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101)
and in accordance with applicable accounting standards. The financial statements are prepared on the historical cost basis. The accounting
policies which follow set out those policies which apply in preparing the financial statements for the year ended 31 March 2022. The financial
statements are presented in pounds sterling (£), rounded to the nearest £0.1 million except when otherwise indicated.
No income statement is presented by the Company as permitted by section 408 of the Companies Act 2006. The results of AVEVA Group plc
are included in the Consolidated Financial Statements of AVEVA Group plc.
The Directors believe that the Company is well placed to manage its business risks successfully despite macroeconomic and geopolitical
uncertainties. It has considerable financial resources and no external borrowings. As a consequence of these factors and having reviewed the
forecasts for the coming year, the Directors have a reasonable expectation that there are adequate resources to continue in operational
existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial
statements.
2.
Summary of significant accounting policies
The significant accounting policies of the Company are laid out below. The full statement of Group accounting policies is included on pages
194 to 199.
a.
Basis of accounting
The Company has taken advantage of the following disclosure exemptions under FRS 101:
• the requirements of IAS 7 ‘Statement of cash flows’;
• the requirements of IAS 8 ‘IFRSs issued but not effective;
• the requirements of IAS 24 ‘Related party disclosures’;
• the requirements of IFRS 2 ‘Share-based payments’;
• the requirements of IFRS 7 ‘Financial instruments: disclosures’; and
• the requirements of IFRS 13 ‘Fair value measurements’.
The basis for all of the above exemptions is because equivalent disclosures are included in the Consolidated Financial Statements of the Group
in which the entity is consolidated.
b.
Significant accounting estimates
Impairment of investments in subsidiaries
The carrying values of investments in subsidiaries are reviewed for impairment when events or changes in circumstance indicate the carrying
value may be impaired. If any such indication exists, and where the carrying values exceed the estimated recoverable amount, the
investments in subsidiaries are written down to their recoverable amount. The recoverable amount is the greater of fair value less cost of
disposal and VIU. In assessing VIU, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the asset. Impairment losses are recognised in the
income statement. It is not considered that any impairment indicators existed at the balance sheet date.
c.
Taxation
Corporation tax payable is provided on taxable profits using the tax rates and laws that have been enacted or substantively enacted by the
balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date where
transactions or events that result in an obligation to pay more, or a right to pay less, tax in the future have occurred at the balance sheet date.
Deferred tax is measured on a non-discounted basis at the average tax rates that are expected to apply in periods in which timing differences
reverse, based on tax rates and laws enacted or substantively enacted at the balance sheet date.
d.
Share-based payments
The accounting policy in relation to share-based payment transactions is disclosed in full in the Consolidated Financial Statements. The
Company recognises the expense relating to the Executive Directors. The Company also records a corresponding increase in its investments in
subsidiaries with a credit to equity which is equivalent to the IFRS 2 cost in subsidiary undertakings.
e.
Investments in subsidiaries
Fixed asset investments in subsidiaries are shown at cost less provision for impairment.
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3.
Results for the year
AVEVA Group plc reported a loss for the financial year ended 31 March 2022 of £9.5 million (2021: profit of £92.1 million).
Audit fees of £9,000 (2021: £8,000) are borne by another Group company.
The Company had an average of two employees during the year (2021: two).
Directors’ remuneration is disclosed in the Directors’ Remuneration Report on pages 102 to 126. The Company bears the remuneration
expense for Executive and Non-Executive Directors, with the exception of elements of Peter Herweck’s remuneration.
As disclosed on page 91 of the Group’s 2021 Annual Report, Peter Herweck has not participated in the Group’s LTIP, nor received a pension or
cash in lieu of pension contributions from the Group. He has retained his Schneider Electric LTIP share options and continued to participate in
his Schneider Electric pension arrangement, with the cost being met by Schneider Electric. See the Directors’ Remuneration Report on pages
102 to 126 for further details.
4.
Dividends
2022
2021
£m
£m
Declared and paid during the year
Interim 2021/22 dividend paid of 13.0 pence (2020/21: 12.4 pence) per ordinary share
39.2
35.6
Final 2020/21 dividend paid of 23.5 pence (2019/20: 23.3 pence) per ordinary share
70.8
46.8
110.0
82.4
Proposed for approval by shareholders at the Annual General Meeting
Final proposed dividend 2021/22 of 24.5 pence (2020/21: 23.5 pence) per ordinary share
73.9
70.7
The proposed final dividend is subject to approval by shareholders at the Annual General Meeting on 15 July 2022 and has not been included
as a liability in these financial statements. If approved at the Annual General Meeting, the final dividend will be paid on 5 August 2022 to
shareholders on the register at the close of business on 8 July 2022.
5.
Investments
£m
At 1 April 2020
1,334.1
Additions
3,296.8
At 31 March 2021
4,630.9
Additions
16.1
At 31 March 2022
4,647.0
During the year ended 31 March 2021, the Company increased its investment in AVEVA Solutions Limited (£2,643.7 million), AVEVA Software
Singapore Pte Ltd (£617.6 million) and AVEVA Financing (£28.7 million) as part of the structuring for the acquisition of OSIsoft, LLC. A further
investment in AVEVA Solutions Limited of £6.8 million was made by virtue of share options being granted to employees of that subsidiary
undertaking. The increase in investment for the year ended 31 March 2022 entirely relates to share options granted to AVEVA Solutions
Limited employees.
Details of the Company’s subsidiary undertakings are set out in note 17 in the Consolidated Financial Statements of the Group.
6.
Trade and other receivables
2022
2021
£m
£m
Amounts owed by Group undertakings
15.2
129.6
Amounts owed by Group undertakings are non-interest bearing and are repayable on demand.
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FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Notes to the Company Financial Statements continued
7.
Trade and other payables
2022
2021
£m
£m
Social security, employee taxes and sales taxes
–
3.3
Accruals
1.4
0.4
Amounts owed to Group undertakings
2.1
1.9
3.5
5.6
Amounts owed to Group undertakings are non-interest bearing and are normally settled on terms of between 30 and 60 days. Social security,
employee taxes and sales taxes are non-interest bearing and are normally settled on terms of between 19 and 30 days. The Directors
consider that the carrying amount of trade and other payables approximates their fair value.
8.
Share capital and reserves
a.
Share capital
2022
2021
£m
£m
Allotted, called-up and fully paid
301,621,651 (2021: 301,155,427) ordinary shares of 3.56 pence each
10.7
10.7
Details of the shares issued during the year and the prior year are as follows:
2022
2022
2021
2021
Number
£m
Number
£m
At 1 April
301,155,427
10.7
161,512,219
5.7
Issue of new shares for the acquisition of OSIsoft, LLC
–
–
13,655,570
0.5
Rights issue for the acquisition of OSIsoft, LLC
–
–
125,739,796
4.5
Exercise of share options
466,224
–
247,842
–
At 31 March
301,621,651
10.7
301,155,427
10.7
The Company issued 466,224 (2021: 247,842) ordinary shares of 3.56 pence each with a nominal value of £16,603 (2021: £8,806) pursuant
to the exercise of share options. The total proceeds were £16,603 (2021: £8,806), which included a premium of £nil (2021: £nil).
During the year ended 31 March 2021, the Company undertook a rights issue in order to facilitate the acquisition of OSIsoft, LLC. Additionally,
part of the consideration was paid through issuance of additional new shares to Estudillo Holdings Corp. A total of 139,395,366 ordinary
shares of 3.56 pence were issued.
Details of share options awarded to Executive Directors during the year are contained in the Directors’ Remuneration Report. Note 26 of the
Consolidated Financial Statements for the Group includes details of share option awards made during the year.
b.
Share premium
Share premium represents the excess of proceeds arising on the issue of equity shares, net of transactions costs, over the nominal value of the
associated share capital.
2022
2021
£m
£m
At 1 April
3,842.1
574.5
Capital reduction
(1,000.0)
–
Issue of new shares for the acquisition of OSIsoft, LLC
–
465.2
Rights issue for the acquisition of OSIsoft, LLC
–
2,831.0
Transactions costs for issued share capital
–
(28.6)
At 31 March
2,842.1
3,842.1
The Company received approval from shareholders to perform a £1.0 billion capital reduction at the Annual General Meeting on 7 July 2021.
This completed on 10 August 2021, resulting in a reduction in share premium and an increase in reserves within retained earnings.
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c.
Other reserves
Merger reserve
The merger reserve is the difference between the equity consideration and the nominal value of shares issued in connection with the
acquisition of SES in 2018, less amounts used to pay up the B shares. The return of value to shareholders was affected through the issue and
redemption of B shares which were paid up out of the merger reserve.
Capital redemption reserve
The capital redemption reserve represents the return of value to shareholders from AVEVA Group plc insofar as made out of distributable
reserves.
9. Related party transactions
There are no related party balances held at 31 March 2022 (2021: £nil).
10. Commitments and contingencies
2022
2021
£m
£m
Parent Company guarantees
50.6
43.2
Loan guarantee
685.1
654.8
735.7
698.0
The Company provides a number of Parent Company guarantees to subsidiaries for obligations to complete and deliver projects. These
include bid, performance and warranty bonds, and guarantees against advance payments, all of which arise in the ordinary course of
business.
The Company is a guarantor for the £685.1 million (2021: £654.8 million) loan from Schneider Electric Holdings Inc, undertaken by Company
subsidiaries to fund the acquisition of OSIsoft, LLC.
The amounts disclosed above represent the Company’s contractual exposure at the balance sheet date.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Statement of Group Accounting Policies
Statement of compliance
The Consolidated Financial Statements of the Group have been prepared in accordance with International Accounting Standards (IASs) in
conformity with the requirements of the Companies Act 2006 and in accordance with UK-adopted IASs. The financial information has been
prepared on the basis of all applicable IFRSs, including all IASs, Standing Interpretations Committee (SIC) interpretations and International
Financial Reporting Interpretations Committee (IFRIC) interpretations issued by the International Accounting Standards Board (IASB) that are
applicable to the financial period.
The Parent Company financial statements of AVEVA Group plc have been prepared under the FRS 101 reduced disclosure framework and
are included on pages 188 to 193.
Basis of consolidation
The Consolidated Financial Statements comprise the financial statements of AVEVA Group plc and its subsidiaries as at 31 March each year.
The financial statements of subsidiaries are prepared using existing GAAP for each country of operation. Adjustments are made to translate
any differences that may exist between the respective local GAAP and IFRSs.
Inter-company balances and transactions, including unrealised profits arising from intra-Group transactions, have been eliminated in full.
Subsidiaries are consolidated from the date on which control is obtained by the Group and cease to be consolidated from the date on which
control is transferred out of the Group. On acquisition, assets and liabilities of subsidiaries are measured at their fair values at the date of
acquisition, with any excess of the cost of acquisition over this value being capitalised as goodwill.
Adoption of new and revised standards
The Group has applied for the first time in the reporting period commencing 1 April 2021:
• amendments to IFRS 16 ‘Covid-19 related rent concessions beyond 30 June 2021’; and
• amendments to IFRS 4, IFRS 7, IFRS 9, IFRS 16 and IAS 39 ‘Interest rate benchmark reform – Phase 2’.
These amendments did not impact the Group’s financial statements.
New standards and interpretations not yet effective
Certain new accounting standards and interpretations have been published that are not mandatory for the current reporting period and have
not been early adopted by the Group. These standards are not expected to have a material impact on the entity in the current or future
reporting periods and on foreseeable future transactions.
Foreign currencies
The functional and presentational currency of AVEVA Group plc is pounds sterling (£). Transactions in foreign currencies are initially recorded
at the functional currency rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are
retranslated at the functional currency rate of exchange ruling at the balance sheet date. All differences are taken to the Consolidated Income
Statement.
Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rate as at the date
of the initial transaction.
The subsidiaries have a number of different functional currencies. As at the reporting date, the assets and liabilities of these overseas
subsidiaries are translated into pounds sterling (£) at the rate of exchange ruling at the balance sheet date, and their income statements are
translated on a monthly basis, using an average periodic rate for each month. Exchange differences arising on the retranslation are taken
directly to the Consolidated Statement of Comprehensive Income.
Business combinations
Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the aggregate of the
consideration transferred, which is measured at acquisition date fair value.
The Group determines that it has acquired a business when the acquired set of activities and assets include an input and a substantive
process that together significantly contribute to the ability to create outputs. The acquired process is considered substantive if it is critical to
the ability to continue producing outputs, and the inputs acquired include an organised workforce with the necessary skills, knowledge, or
experience to perform that process or it significantly contributes to the ability to continue producing outputs and is considered unique or scarce
or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs.
Acquisition costs wholly related to raising debt or equity are offset against the corresponding financial liability and share premium respectively
on the day of incurring the liability or of the equity issue. All other acquisition-related costs are expensed as incurred and included in
administrative expenses.
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Goodwill
Goodwill on acquisitions is initially measured at cost, being the excess of the cost of the business combination over the acquirer’s interest in
the net fair value of the identifiable assets, liabilities and contingent liabilities. Following initial recognition, goodwill is measured at cost less
any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each
of the Group’s CGUs that are expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are
assigned to those units.
Where goodwill forms part of a CGU and part of the operation within that unit is disposed of, the goodwill associated with the operation
disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill
disposed of in this circumstance is measured on the basis of the relative values of the operation disposed of and the portion of the CGU
retained.
If the potential benefit of tax losses or other deferred tax assets does not satisfy the criteria in IFRS 3 for separate recognition when a business
combination is initially accounted for but is subsequently realised, the Group recognises the deferred tax income in the Consolidated Income
Statement.
Intangible assets
Intangible assets acquired separately are capitalised at cost and from a business acquisition are capitalised at fair value as at the date of
acquisition. Following initial recognition, the cost model is applied to each class of intangible asset as set out below.
Expenditure on internally developed intangible assets, excluding development costs, is taken to the Consolidated Income Statement in the
year in which it is incurred. Internal software development expenditure is recognised as an intangible asset only after its technical feasibility
and commercial viability can be demonstrated.
Useful lives are also examined on an annual basis and adjustments, where applicable, are made on a prospective basis. Amortisation is
calculated on a straight-line basis over the estimated useful economic lives of the asset, which are as follows:
Years
Developed technology
3 to 12
Customer relationships
5 to 20
Purchased brands
10 to infinite
Trademarks
5 to 15
Other software
3 to 7
Purchased software rights
3 to 10
Capitalised Research & Development
3 to 5
Government grants
Government grants are recognised as receivable when there is reasonable assurance that they will be received and all required conditions to
obtain them have been complied with. They are credited to the income statement in the same period as the related expense for which the
grant is compensating. The grant income is presented as a deduction from the related expense.
Property, plant and equipment
Property, plant and equipment is stated at cost less depreciation and any accumulated impairment losses.
Depreciation is calculated on a straight-line basis to write down the assets to their estimated residual value over the useful economic life of the
asset as follows:
Years
Computer equipment
3 to 5
Fixtures, fittings and office equipment
5 to 8
Motor vehicles
4
Leasehold buildings and improvements are amortised on a straight-line basis over the shorter of the period of the lease and useful economic
life.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Statement of Group Accounting Policies continued
Impairment of assets
Goodwill arising on acquisition is allocated to CGUs expected to benefit from the combination’s synergies and represents the lowest level at
which goodwill is monitored for internal management purposes and generates cash flows which are independent of other CGUs. The
recoverable amount of the CGU to which goodwill has been allocated is tested for impairment annually or when events or changes in
circumstance indicate that it might be impaired. The carrying values of property, plant and equipment and intangible assets other than
goodwill are reviewed for impairment when events or changes in circumstance indicate the carrying value may be impaired. If any such
indication exists and where the carrying values exceed the estimated recoverable amount, the assets or CGUs are written down to their
recoverable amount. The recoverable amount is the greater of net selling price and VIU. In assessing VIU, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the
risks specific to the asset. For an asset that does not generate largely independent cash inflows, the recoverable amount is determined for the
CGU to which the asset belongs. If the initial allocation of goodwill acquired in a business combination cannot be completed before the end
of the first annual period in which the business combination is affected, that initial allocation shall be completed before the end of the first
annual period beginning after the acquisition date. Impairment losses are recognised in the Consolidated Income Statement within
administrative expenses.
Contract assets and liabilities
A contract asset is recognised when revenue recognised in respect of a customer contract exceeds amounts received or receivable from the
customer. This situation arises when the software licence performance obligation, from a multi-year rental contract, has been delivered to a
customer and the revenue recognised at a point in time and invoicing is conditional on further performance and also from the recognition of
revenue from service projects on a percentage of completion basis that is greater than amounts invoiced to the customer and invoicing is
conditional on further performance. The carrying amount is reduced by allowances for expected credit losses under IFRS 9. When the invoices
are raised the contract asset values are reclassified to trade receivables.
Contract liabilities comprise the Group’s obligation to transfer goods or services to a customer for which the Group has received payment from
the customer in advance of revenue recognition. This situation arises when the customer is invoiced in advance of the transfer and recognition
of maintenance and subscriptions. Also, when the revenue recognised from services projects on a percentage of completion basis is lower
than the amounts invoiced to the customer.
Customer acquisition costs
Where sales commission is linked directly to an individual sale and is therefore an incremental cost of acquiring that contract, the commission
is recognised as an asset on the balance sheet. Deferred customer acquisition costs are amortised over the period that the related goods or
services transfer to the customer. As commissions paid for new contracts also relate to expected future renewals of these contracts, the
amortisation period is based on average customer life, which is considered to be six years. This has been determined by considering the
current customer contract terms and historical customer retention of those contracts which typically have incremental customer acquisition
costs. Deferred customer acquisition costs are periodically reviewed for impairment.
Sales commission as a result of schemes that are not directly linked to individual contracts is expensed as incurred.
Trade and other receivables
Trade receivables, which generally have 30 to 90-day terms, are typically held within a business model with the objective to hold in order to
collect contractual cash flows. As such, trade receivables are recorded initially at fair value, and at amortised cost thereafter. This results in
their recognition and subsequent measurement at original invoice amount less an allowance for any uncollectible amounts. An estimate for
doubtful debts is made when collection of the full amount is no longer probable.
Trade receivables and contract assets are written off where there is no reasonable expectation of recovery. Indicators that there is no
reasonable expectation of recovery include, amongst others:
• the debtor entering bankruptcy or administration; and
• the outcome of legal proceedings.
Cash and cash equivalents
Cash and short-term deposits in the Consolidated Balance Sheet comprise cash at bank and in hand and short-term deposits with an original
maturity of three months or less. The carrying amount of these approximates their fair value. For the purpose of the Consolidated Cash Flow
Statement, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts.
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Derivative financial instruments
The Group holds forward foreign exchange contracts (the hedging instrument) to reduce exposure to foreign exchange risk. The Group does
not hold or issue derivative financial instruments for speculative purposes. All forward foreign exchange contracts have been marked-to-
market and are held at fair value on the Consolidated Balance Sheet. For regular transactions the Group does not apply hedge accounting.
Where hedge accounting is not applied, movements in fair value are recorded in the Consolidated Income Statement. Fair value is estimated
using the settlement rates prevailing at the period end.
For significant one-off transactions the Group may apply hedge accounting in order to mitigate the impact of changes in foreign exchange on
the Group’s income statement by matching the impact of the hedging instrument against the hedged risk.
At the inception of a hedging relationship, the hedged item and hedging instrument are documented, alongside the risk management strategy
and objectives for the hedge. Prospective effectiveness testing is performed. Over the life of the hedging relationship, effectiveness testing is
undertaken to ensure the instrument remains an effective hedge of the transaction.
Changes in the fair value of the hedging instrument are recognised in the hedging reserve, through the Consolidated Statement of
Comprehensive Income. Any ineffective portion is recognised immediately within the Consolidated Income Statement.
Where future cash flow results in the recognition of a non-financial asset or liability, then at the point of recognition the previously recognised
related gains or losses are included in the initial measurement of that asset or liability.
Hedge accounting is discontinued when the hedging instrument expires, or it is sold, terminated, exercised, or no longer qualifies for hedging.
At that time, any cumulative gain or loss on the hedging instrument recognised in the hedging reserve is retained in the hedging reserve until
the forecast transaction occurs. Gains or losses on hedging instruments relating to an underlying exposure that no longer exists are taken to
the Consolidated Income Statement.
Leases
The Group recognises right-of-use assets at the commencement date of the lease (i.e., the date that the underlying asset is available for use).
Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of
lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease
payments made at or before the commencement date less any lease incentives received. Unless the Group is reasonably certain to obtain
ownership of the leased asset at the end of the lease term, the recognised right-of-use asset is depreciated on a straight-line basis over the
shorter of its estimated useful life and the lease term. Right-of-use assets are subject to impairment review.
At the commencement date of the lease, the Group also recognises lease liabilities. They are measured at the present value of lease payments
to be made over the lease term. The lease payments include fixed payments (including in substance fixed payments) less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The
lease payments also include the exercise price of a purchase option reasonably certain to be exercised by the Group and payments of
penalties for terminating a lease, if the lease term reflects the Group exercising the option to terminate. The variable lease payments that do
not depend on an index or a rate are recognised as expense in the period on which the event or condition that triggers the payment occurs.
The Group has adopted the practical expedient to view certain arrangements containing both lease and non-lease components as a single
lease component.
In calculating the present value of lease payments, the Group uses the incremental borrowing rate at the lease commencement date if the
interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease
payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a
change in the in-substance fixed lease payments or a change in the assessment to purchase the underlying asset. The carrying amounts of
right-of-use assets are also remeasured to reflect this change in lease liabilities.
The Group applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months
or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition
exemption to leases of assets that are considered of low value (i.e., below £5,000). Lease payments on short-term leases and leases of low-
value assets are recognised as expense on a straight-line basis over the lease term.
The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the
lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be
exercised.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Statement of Group Accounting Policies continued
Taxation
The Group is subject to income tax in numerous jurisdictions. The Group recognises provisions for tax based on estimates of taxes that are
likely to become due. Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact the
current income tax and deferred tax provisions in the period in which such determinations are made.
Deferred income tax is provided, using the liability method, on all temporary differences at the balance sheet date between the tax bases of
assets and liabilities and their carrying amounts for financial reporting purposes.
The UK Research & Development Credit (RDEC) is recognised in the income statement and netted off against Research & Development
expenses as the RDEC is of the nature of a government grant.
Deferred income tax liabilities are recognised for all taxable temporary differences:
• except where the deferred income tax liability arises from goodwill amortisation or the initial recognition of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor taxable profit or
loss; and
• in respect of taxable temporary differences associated with investments in subsidiaries, except where the timing of the reversal of the
temporary differences can be controlled and it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred income tax assets are recognised for all deductible temporary differences, carry-forward of unused tax assets and unused tax losses
to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, carry-forward of
unused tax assets and unused tax losses can be utilised:
• except where the deferred income tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or
liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit nor
taxable profit or loss; and
• in respect of deductible temporary differences associated with investments in subsidiaries, deferred tax assets are only recognised to the
extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against
which the temporary differences can be utilised.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer
probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the
liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
The income tax effects of items recorded in either other comprehensive income or equity are recognised in the Consolidated Statement of
Comprehensive Income or the Consolidated Statement of Changes in Shareholders’ Equity respectively. Otherwise, income tax is recognised in
the Consolidated Income Statement.
Revenue, expenses and assets are recognised net of the amount of sales taxes except:
• where the sales tax incurred on a purchase of goods and services is not recoverable from the taxation authority, in which case the sales tax
is recognised as part of the cost of acquisition of the asset or as part of the expense item as applicable; and
• receivables and payables are stated with the amount of sales taxes included.
The net amount of sales taxes recoverable from, or payable to, the taxation authority is included as part of receivables or payables in the
Consolidated Balance Sheet.
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Retirement benefits
For defined benefit schemes, the defined benefit obligation is calculated semi-annually for each plan by qualified external actuaries using the
projected unit credit method which attributes entitlement to benefits to the current period (to determine current service cost) and to the current
and prior periods (to determine the present value of defined benefit obligation). The retirement benefit liability in the Consolidated Balance
Sheet represents the present value of the defined benefit obligation (using a discount rate derived from a published index of AA-rated
corporate bonds) as reduced by the fair value of plan assets out of which the obligations are to be settled directly. Fair value is based on
market price information and in the case of quoted securities is the published bid price. The value of a net pension benefit asset is restricted to
the present value of any amount the Group expects to recover by way of refunds from the plan or reductions in the future contributions. The
current service cost is recognised in the Consolidated Income Statement as an employee benefit expense. The net interest element of the
defined benefit cost is calculated by applying the discount rate to the net defined benefit liability or asset.
Actuarial gains and losses arising from experience adjustments or changes in actuarial assumptions are credited or charged in the
Consolidated Statement of Comprehensive Income in the period in which they arise.
The Group also operates defined contribution pension schemes for a number of UK and non-UK employees. Contributions to defined
contribution plans are charged to the Consolidated Income Statement as they become payable.
Share-based payments
The cost of equity-settled transactions with employees is measured by reference to the fair value at the date at which they are granted,
further details of which are given in note 26 of the Notes to the Consolidated Financial Statements.
The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the
performance conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (vesting date).
The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the
vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest.
No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition,
which are treated as vesting irrespective of whether the market condition is satisfied, provided that all other performance conditions are
satisfied.
Where the terms of an equity-settled award are modified, as a minimum an expense is recognised as if the terms had not been modified. In
addition, an expense is recognised for any increase in the value of the transaction as a result of the modification, as measured at the date of
modification.
Where an equity-settled award is cancelled, it is treated as if it had vested on the date of cancellation and any expense not yet recognised for
the award is recognised immediately. However, if a new award is substituted for the cancelled award and designated as a replacement
award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as
described in the previous paragraph.
The dilutive effect of outstanding options is reflected as additional share dilution in the computation of EPS, subject to an estimate of whether
performance conditions will be met.
Employee benefit trust
The Group has established an employee benefit trust (AVEVA Group Employee Benefit Trust 2008), which is a separately administered trust
and is funded by loans from Group companies. The assets of the trust comprise shares in AVEVA Group plc and cash balances. The Group
recognises assets and liabilities of the trust in the Consolidated Financial Statements and shares held by the trust are recorded at cost as a
deduction from shareholders’ equity.
Consideration received for the sale of shares held by the trust is recognised in equity, with any difference between the proceeds from the sale
and the original cost being taken to retained earnings.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Full list of addresses and subsidiaries
A full list of addresses of all subsidiaries and significant holdings as at 31 March 2022 is provided below, alphabetically by country.
Country
Name
Address
UK
AVEVA Group plc
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
Argentina
AVEVA Software Argentina S.A.
Italia 415 piso 4., C.P. 1638 Vicente Lopez, Provincia de, Buenos
Aires, Argentina
Argentina
OSIsoft Argentina SRL
Alem Leandro N. Av. 592 Piso:6, 1001-Ciudad Autonama, Buenos
Aires, Argentina
Australia
AVEVA Pty. Ltd.
Level 9, 25 King Street, Bowen Hills, Queensland 4006, Australia
Australia
AVEVA Software Australia Holdings Pty Ltd
Level 9, 25 King Street, Bowen Hills, Queensland 4006, Australia
Australia
AVEVA Software Australia Pty Ltd
Level 9, 25 King Street, Bowen Hills, Queensland 4006, Australia
Australia
OSIsoft Australia Pty Ltd
Level 7, 99 St Georges Terrace, Perth, WA 6000, Australia
Brazil
AVEVA Software Brasil Ltda
Avenida das Nacoes Unidas, 22.223, Setor Portao B, CEP 04795-
907, Cidade de São Paulo, Estado de São Paulo, Brazil
Brazil
OSIsoft do Brasil Sistemas Ltda
Alameda Santos, 1940 15 andar, Cerqueira Cesar, CEP 01418-002,
São Paulo, Brazil
Bahrain
OSIsoft Technologies Middle East W.L.L.
Office 2302-04, 23rd Floor, Almoayyed Tower, Building No. 2504,
Road 2832, Block 428, Seef Suburb, Bahrain
Canada
AVEVA Software Canada Inc.
49 Quarry Park Blvd. SE, Calgary Alberta T2C 5H9, Canada
Canada
OSIsoft Canada ULC
600-1741 Lower Water Street, Halifax, Nova Scotia, B3J OJ2,
Canada
Chile
AVEVA Software Chile S.p.A.
Rycardo Lyon 222, Oficina 1801, Providencia
China
AVEVA Solutions (Shanghai) Co. Limited
Unit 05-07, 37th Floor (33rd Floor), No. 88, Yincheng Road, Shanghai
Free Trade Zone, Shanghai
China
OSIsoft (Shanghai) Technology Co., Ltd
Suite 4105, No.268 Xi Zang Middle Road, Shanghai, Huangpu
District, China
China
Telvent Control Systems (China) Co. Limited
Middle Zone, 2/F, No.1 Building, No. 2, 2nd Liangshuihe River Street,
Beijing Economic & Technological Development Area, Beijing, China
Colombia
AVEVA Software Colombia S.A.S.
Cento Empresarial Colpatria, Torre 3, Piso 6, Calle 127A 53A-45,
Bogota, Colombia
Czech Republic
OSIsoft Czech Republic, s.r.o.
Politických obětí 117, Frýdek-Místek – Místek, 738 01, Czech
Republic
Denmark
AVEVA Denmark A/S
Indkildevej 6D, 9210 Aalborg SØ, Denmark
France
AVEVA SAS
5-7 Square Felix Nadar, 94300 Vincennes, France
France
OSIsoft France Sarl
81 Boulevard Pierre, 1er, 33110 Le Bouscat, France
Germany
AVEVA GmbH
Otto-Volger-Street 7c, 65843 Sulzbach (Taunus), Germany
Germany
OSIsoft Europe GmbH
Mainzer Landstrasse 178-190, 60327 Frankfurt am Main, Germany
Hong Kong
AVEVA East Asia Limited
Room 1003 10/F Tower 1, Lippo Centre, 89 Queensway, Admiralty,
Hong Kong
India
AVEVA Information Technology India Private
Limited
Unit No 202, Wing A, 2nd Floor, Bldg No. 2, Supreme Business Park,
Supreme City, Powai, Mumbai – 400076, India
India
AVEVA Solutions India LLP
Tower 1, 2nd Floor, Wave Rock, S Y No. 115 TSIIC IT/ITES
SEZ, Nanakramguda, Hyderabad Hyderabad TG 500008 IN
India
AVEVA Software India Private Limited
Unit No 202, 2nd Floor, A Wing, Supreme Business Park,
Hiranandani Gardens, Powai, Mumbai, Mumbai City, Maharashtra,
400076, India
India
AVEVA Software Private Limited
Unit No 202, A Wing, Supreme Business Park, Hiranandani Gardens,
Powai, Mumbai, Mumbai City, Maharashtra, 400076, India
India
OSIsoft India Private Limited
Unit No 202, Wing A, 2nd Floor, Supreme Business Park, Supreme
City, Powai, Mumbai – 400076, India
Italy
AVEVA Software Italia S.p.A
Viale Milano no. 177, Gallarate, Milan, Italy
Italy
OSIsoft Italy S.R.L.
Milano (MI) Viale, 20134, Forlanini Enrico 23, Milan, Italy
Japan
AVEVA K.K.
Oase Shibaura MJ Building, 2-15-6 Shibaura, Minato-ku, Tokyo 108-
0023, Japan
Japan
AVEVA Software K.K.
Oase Shibaura MJ Building, 2-15-6 Shibaura, Minato-ku, Tokyo,
Japan
Japan
OSIsoft Japan, K.K.
15-6, Shibaura 2-Chome, Minato-ku, Tokyo, Japan
Malaysia
AVEVA Asia Pacific Sdn. Bhd.
43-2, Plaza Damansara, Jalan Medan Setia 1, Bukit Damansara,
Kuala Lumpur W.P., 50490, Kuala Lumpur, Malaysia
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Country
Name
Address
Malaysia
AVEVA Sdn. Bhd.
43-2, Plaza Damansara, Jalan Medan Setia 1, Bukit Damansara,
Kuala Lumpur W.P., 50490, Kuala Lumpur, Malaysia
Mexico
AVEVA Software Mexico SA de C.V.
Piso 2, 111 Presidente Masaryk, Polanco, Miguel Hidalgo, 11560
Ciudad de Mexico, Mexico
Mexico
OSIsoft Mexico S. de R.L. de C.V.
Miguel de Cervantes Saavedra, 233-901, Granada Miguel Hidalgo,
Ciudad de Mexico, 11520, Mexico
Netherlands
Asset+ Solutions IP B.V.
Baarnsche dijk 10 B, 3741LS, Baarn, Netherlands
Netherlands
AVEVA (The Netherlands) B.V.
Baarnsche dijk 10 B, 3741LS, Baarn, Netherlands
Netherlands
AVEVA Software Holdings Netherlands B.V.
Baarnsche dijk 10 B, 3741LS, Baarn, Netherlands
Netherlands
AVEVA Software Netherlands B.V.
Baarnsche dijk 10 B, 3741LS, Baarn, Netherlands
Norway
AVEVA AS
Golf Tower, Kanalsletta 2, N-4033, Stavanger, Norway
Norway
OSIsoft Norway AS
Intertrust (Norway) AS, Munkedamsveien 59B, 0270, Oslo, Norway
Republic of Korea
AVEVA Korea Limited
25 F, West Tower, Mirae Asset Center 1 Building, 26 Eulji-ro 5-gil,
Jung-gu, Seoul, Republic of Korea
Republic of Korea
AVEVA Software Korea Limited
25 F, West Tower, Mirae Asset Center 1 Building, 26 Eulji-ro 5-gil,
Jung-gu, Seoul, Republic of Korea
Republic of Korea
OSIsoft Korea Co., Ltd.
25th Flr., Center1 west, 26, Eulji-ro 5-gil, Jung-gu, Seoul, Republic of
Korea
Russia
AVEVA Limited Liability Company
3rd Floor, Office 9, premises IV, Pavlovskaya Street, 7, 115093,
Moscow, Russia
Russia
Schneider Electric Software RU (In liquidation)
Moika Embankment 58, lit. A, of. 504, 190031, St. Petersburg, Russia
Russia
OSIsoft OOO (LLC)
Letnikovskaya st.2, bld. 1, 4th floor, offices 401-405, 115114,
Moscow, Russia
Singapore
AVEVA Software Singapore Pte. Ltd
15 Changi Business Park, Central 1, #03-01/05, Singapore, 486057
Singapore
OSIsoft Asia Pte. Ltd.
250 North Bridge Road, #36-04 Raffles City Tower, 179101,
Singapore
South Africa
OSIsoft South Africa (Pty) Ltd
Clearwater Office Park Building 3, Ground Floor Millenium Road And
Christiaan De Wet Road, Johannesburg, Gauteng 1735, South Africa
Spain
AVEVA Software España S.L.U.
Avda Manoteras, Num 44, Puerta 1, 28050, Madrid, Spain
Spain
OSIsoft Espana, S.L Sociedad Unipersonal
Cuzco IV, Paseo de la Castellana, 141 Planta 5a, 28046, Madrid,
Spain
Sweden
AVEVA AB
PO Box 50555, Drottninggatan 18, SE-202 15, Malmö, Sweden
Sweden
OSIsoft Sweden AB
Regus Malmö Central, Adelgatan 21, SE-211 22, Malmö, Sweden
Thailand
AVEVA Software (Thailand) Co., Ltd
89 AIA Capital Center, 20th Floor, Room 2028-2030, Ratchadapisek
Road, Kwaeng Dindaeng, Khet Dindaeng, Bangkok 10400, Thailand
Turkey
AVEVA Yazilim Ve Hizmetleri Anonim Şirketi
Kurtköy Aeropark, Yenişehir Mahallesi, Osmanli Bulvari, No:11 Kat 5
A/28, Pendik, Istanbul, 34912, Turkey
Turkey
OSIsoft Technologies Bilişim Hizmetleri Limited
Şirketi
Kavaklidere Mahallesi, Ataturk Blv. No: 185, Cankaya, Ankara,
Turkey
UAE
AVEVA Software Middle East FZ-LLC
D-201 - D-212, 2 Office Park Block D, Dubai Internet City, Dubai,
United Arab Emirates
UK
AVEVA Consulting Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVA Engineering IT Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVA Finance Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVA Financing Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVA Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVA Managed Services Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVA Software GB Limited
101 Science Park, Milton Road, Cambridge, CB4 0FY, UK
UK
AVEVA Solutions Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVA to the Power of PI Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVA UK 1 Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
AVEVAPI Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
CADCentre Engineering IT Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
CADCentre Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
CADCentre Pension Trustee Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
CADCentre Property Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
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FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Full list of addresses and subsidiaries continued
Country
Name
Address
UK
LFM Software Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
UK
OSIsoft (UK) Limited
Capital House, 15th Floor, Chapel Street, London, NW1 5DH, UK
UK
Tribon Solutions (UK) Limited
High Cross, Madingley Road, Cambridge, CB3 0HB, UK
USA
AVEVA Inc.
251 Little Falls Drive, Wilmington, DE 19808, USA
USA
AVEVA Software, LLC
251 Little Falls Drive, Wilmington, DE 19808, USA
USA
AVEVA US 1 Corp
251 Little Falls Drive, Wilmington, DE 19808, USA
USA
AVEVA US 2 Corp
251 Little Falls Drive, Wilmington, DE 19808, USA
USA
AVEVA US Blocker Corp
251 Little Falls Drive, Wilmington, DE 19808, USA
USA
OSIsoft LLC
251 Little Falls Drive, Wilmington, County of New Castle, Delaware
19808
USA
Wonderware de Mexico, Inc.
251 Little Falls Drive, Wilmington, DE 19808, USA
USA
Wonderware of Venezuela, Inc.
251 Little Falls Drive, Wilmington, DE 19808, USA
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Non-GAAP measures
The Group presents various non-GAAP measures, which management believes provide useful information for understanding the Group’s
financial performance. These non-GAAP measures should be considered in addition to IFRS measures and are not intended to be either a
substitute for them or superior to them.
As non-GAAP measures are not defined by IFRS, they may not be directly comparable with other companies who use similar measures.
The Group’s non-GAAP measures are consistent with those presented in the 2021 Annual Report, except for:
• Standalone AVEVA and standalone OSIsoft results are not reported. Management believes presentation of separate results is not required
due to the ongoing integration of OSIsoft into the Group.
• Normalised items (see definition and commentary below) have been redefined to:
• include the impact of the tax step up arising on the acquisition of OSIsoft;
• remove the impact of fair value adjustments on financial derivatives; and
• include the impact of amortisation of other software.
• Cash conversion has been redefined (see definition and commentary below), also resulting in the inclusion of free cash flow before tax as a
non-GAAP measure.
• Net cash has been redefined to:
• include the US $900 million term loan drawn down on 19 March 2021; and
• exclude treasury deposits.
It has consequently been renamed net debt.
Further information, definitions, the intent in presenting, and a reconciliation from the nearest IFRS measure are provided below.
Non-GAAP
measure
Closest
equivalent
IFRS measure
Definition and purpose
Income statement presentations
Adjusted
results
Group
GAAP
results
The Group’s results excluding exceptional and normalised items (see definitions below).
Adjusted EPS is calculated based upon profit after tax, adjusted for exceptional and normalised items, the
deferred revenue haircut (see definition below), and the tax effect of these items.
Management believes that adjusted results provide a reliable and consistent measure of the Group’s
underlying performance. The business is managed and measured day-to-day on an adjusted basis, and
Group performance elements of employee bonus and share schemes are typically also on this basis.
Adjusted results exclude the costs relating to major integration and restructuring events while including
the benefits. They also exclude significant recurring expense relating to normalised items. Therefore,
adjusted results present a more favourable view than GAAP measures and should not be considered to be
a complete picture of the Group’s financial performance.
See section a below for a reconciliation.
Pro forma
results
Group
GAAP
results
Pro forma results are presented to provide a year-on-year performance comparison for the Group, given
the significant impact of the OSIsoft acquisition on the Group’s results for the year ended 31 March 2022.
Management have considered pro forma results in the day-to-day running of the business for the year
ended 31 March 2022, and they have been incorporated into performance elements of employee bonus
and share schemes.
Pro forma results do not represent the enlarged Group’s actual results and do not purport to represent
what the combined results would have been in comparative periods. They share the same limitations as
adjusted results and present a more favourable view than GAAP measures. In addition, due to the
acquisition of OSIsoft completing close to the year-end, comparatives for the year ended 31 March 2021
do not represent the legal form of the Group for the full 12 months and include results that are not
attributable to the Group’s shareholders.
Pro forma results for the year ended 31 March 2022
Pro forma results for the year ended 31 March 2022 are prepared on an adjusted basis and additionally
exclude the impact of the deferred revenue haircut (see definition below).
Pro forma results for the year ended 31 March 2021
Pro forma results for the year ended 31 March 2021 have been prepared on the basis that:
• The financial information is the combination of the consolidated financial statements of AVEVA Group
plc and OSIsoft, LLC for the year to 31 March 2021.
• No pro forma adjustments have been made to reflect synergies or cost savings that may be expected to
occur as a result of the acquisition, nor have any adjustments been made to reflect the stand-alone costs
expected.
• There has been no trading between the two groups for either of the years presented.
• The term loan was entered into on 1 April 2020, and interest accrued from that date.
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FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Non-GAAP measures continued
Non-GAAP
measure
Closest
equivalent
IFRS measure
Definition and purpose
Pro forma
results
continued
Pro forma adjusted diluted EPS
The pro forma adjusted diluted EPS calculation assumes:
• Rights issue shares were issued on 1 April 2020.
• Rights issue adjustments for unexercised share options at the date of the rights issue were made at the
later of 1 April 2020 and the share option award date.
• No timing adjustments made for actual or potential share option awards to OSIsoft employees.
For reconciliations, see:
• Section a below for pro forma results, pro forma constant currency results, and pro forma organic
constant currency results.
• Section b for pro forma revenue, pro forma constant currency revenue, and pro forma organic constant
currency revenue by fee type and by geographic region.
• Section e for pro forma effective tax rate.
• Section f for pro forma adjusted diluted EPS.
Reconciling items to adjusted and pro forma results
Exceptional
items
No direct
equivalent
Exceptional items are excluded from statutory measures to determine adjusted and pro forma results.
Exceptional items are non-recurring and are identified by virtue of either their size or their nature. These
items can include, but are not restricted to:
• fees associated with business combinations;
• costs incurred in integrating acquired companies; and
• costs of significant restructuring exercises.
In the year ended 31 March 2022, exceptional items also include the loss on disposal of a business, the
impairment of intangible assets following the decision to end-of-life associated products, and provisions
against balances with Russia-based counterparties following the introduction of international sanctions.
For additional information and reconciliations, see:
• Exceptional items are included on the face of the Consolidated Income Statement in the reconciliation to
adjusted EBIT.
• Exceptional items are included in the reconciliation to adjusted and pro forma results in section a below.
• The nature of exceptional items and the income statement impact by line item is included within note 6
of the Notes to the Consolidated Financial Statements.
• The tax impact of exceptional items is included in the reconciliation to adjusted profit after tax in note 12
of the Notes to the Consolidated Financial Statements.
Normalised
items
No direct
equivalent
Normalised items are excluded from statutory measures to determine adjusted and pro forma results.
Normalised items are recurring items which management considers could affect the underlying results of
the Group. These include:
• amortisation of intangible assets
• share-based payment charges; and
• tax step up due to intangible assets recognised on acquisition of OSIsoft, LLC.
The following changes have been made to the definition of normalised items in the year ended
31 March 2022:
• The tax step up has been included within normalised items for the first time. This benefit accrues evenly
across the financial year and, given the proximity of the completion of the OSIsoft acquisition to the year-
end (such that the benefit only accrued for 13 days in the year ended 31 March 2021), it did not have a
material impact in previous years. Note that this is a tax effect, and hence does not impact pre-tax
measures such as adjusted EBIT or pro forma adjusted EBIT.
• Fair value adjustments on financial derivatives have been removed from normalised items for the year
ended 31 March 2022. This is due to their relative immateriality compared to the Group’s results (2022:
£0.3 million, 2021: £(0.7) million) and is intended to simplify the Group’s normalised items.
• Amortisation of intangible assets has been expanded to include amortisation of other software for the
year ended 31 March 2022. Historically, this category has been presented as amortisation of intangible
assets (excluding other software). This is due to the relative immateriality of amortisation of other
software compared to the Group’s results (2022: £0.2 million, 2021: £0.6 million), and is intended to
simplify the Group’s normalised items.
• The tax impact of normalised items is included in the reconciliation to adjusted profit after tax in note 12
of the Notes to the Consolidated Financial Statements.
For additional information and reconciliations, see:
• Normalised items are included on the face of the Consolidated Income Statement in the reconciliation to
adjusted EBIT.
• Normalised items are included in the reconciliation to adjusted and pro forma results in section a below.
• The impact of each normalised item by income statement line item is included in the reconciliation to
adjusted and pro forma costs in section b below.
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Non-GAAP
measure
Closest
equivalent
IFRS measure
Definition and purpose
Deferred
revenue
haircut
No direct
equivalent
The deferred revenue haircut is excluded from statutory measures to determine pro forma results. For the
purposes of adjusted EPS, it is also excluded from adjusted profit after tax.
The deferred revenue haircut is the impact of the unwind of a fair value adjustment to acquired contract
liabilities on completion of the acquisition of OSIsoft in March 2021.
The impact is excluded due to the inconsistent impact on current and prior year pro forma results; due to
the timing of the OSIsoft acquisition, the deferred revenue haircut unwound for 13 days in the year ended
31 March 2021 (£3.3 million impact), but a full year in the year ended 31 March 2022 (£50.3 million
impact). In addition, covenants on the Group’s term loan are calculated after excluding the impact of the
deferred revenue haircut.
For additional information and reconciliations, see:
• Deferred revenue haircut is included in the reconciliation to pro forma results in section a below.
• The impact of the deferred revenue haircut by fee type and geographic region is included in section b
below.
• The tax impact of the deferred revenue haircut is included in the reconciliation to adjusted profit after tax
in note 12 of the Notes to the Consolidated Financial Statements.
Constant currency and organic constant currency
Constant
currency
Group GAAP
results
Constant currency is derived by translating the relevant current year figure at prior year average exchange
rates.
Constant currency enables measurement of performance on a comparable year-on-year basis without the
effect of foreign exchange translation.
For reconciliations, see:
• Section a below for pro forma constant currency results.
• Section b below for pro forma revenue constant currency, by fee type and by geographic region.
• Section b below for pro forma constant currency costs.
Organic
constant
currency
Group GAAP
results
Constant currency figures adjusted for merger and acquisition activity. Organic constant currency results
exclude the income statement contributions in both current and prior year of the disposed Acquis
Software, Termis Software and Water Loss Management software business (see note 13(b) of the Notes
to the Consolidated Financial Statements).
Organic constant currency enables measurement of performance on a comparable year-on-year basis
without the effects of foreign exchange movements and merger and acquisition activity.
For reconciliations, see:
• Section a below for pro forma organic constant currency results.
• Section b below for pro forma revenue organic constant currency, by fee type and by geographic region.
• Section b below for pro forma organic constant current costs.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Non-GAAP measures continued
Non-GAAP
measure
Closest
equivalent
IFRS measure
Definition and purpose
Revenue measures
Annualised
recurring
revenue
(ARR)
No direct
equivalent
The non-cancellable contract consideration of subscription and maintenance contracts as at the reporting
date divided by the number of days in the non-cancellable contract period and multiplied by 365. ARR
represents the annualised value of the recurring revenue base that is expected to be carried into future
periods.
ARR is presented on a pro forma organic constant currency basis. The pro forma and organic constant
currency bases are defined above.
ARR formed part of the Group bonus scheme and LTIP targets for FY22 and will form part of the Group
LTIP targets for FY23.
This cannot be reconciled to an IFRS measure.
Recurring
revenue
Revenue
Recurring revenue is defined as subscription revenue plus maintenance revenue.
Increasing recurring revenue is a financial target for the Group, with the aim of achieving over 80%
recurring revenue by the financial year ending 31 March 2026.
Recurring revenue is revenue earned from customers for the provision of goods or services over a
contractual term, where future contract renewal is required for ongoing use of the product.
See revenue by fee type in section b below for a reconciliation.
Profit measures
Adjusted
EBIT and pro
forma
adjusted
EBIT
Profit from
operations
Earnings before finance revenue, finance expense, tax, exceptional items, and normalised items.
Adjusted results allow for the comparison of results year-on-year without the effects of significant one-off
items or items which do not relate to the underlying performance of the Group.
Adjusted EBIT is a measure of the underlying profitability of the Group.
For reconciliations, see:
• The face of the Consolidated Income Statement or section a below for adjusted EBIT.
• Section a below for pro forma adjusted EBIT (presented in the profit from operations line).
Adjusted
and pro
forma
adjusted
EBIT growth
No direct
equivalent
Year-on-year percentage increase in adjusted EBIT.
Adjusted results allow for the comparison of results year-on-year without the effects of significant one-off
items or items which do not relate to the underlying performance of the Group.
Adjusted EBIT growth is a measure of the movement in the underlying profitability of the Group.
Adjusted
and pro
forma
adjusted
EBIT margin
No direct
equivalent
Adjusted EBIT as a percentage of revenue.
Improving adjusted EBIT margin is a financial target for the Group, with the aim of achieving an adjusted
EBIT margin of at least 35% by the financial year ended 31 March 2026.
Adjusted results allow for the comparison of results year-on-year without the effects of significant one-off
items or items which do not relate to the underlying performance of the Group.
Adjusted EBIT margin is a measure of the underlying profitability of the Group.
Adjusted
and pro
forma
adjusted
EPS
EPS
Adjusted profit after tax divided by the weighted average number of ordinary shares. Weighted average
number of ordinary shares are the same as those used in the Group’s EPS calculation.
Adjusted results allow for the comparison of results year-on-year without the effects of significant one-off
items or items which do not relate to the underlying performance of the Group. Adjusted EPS is a measure
of the underlying earnings per share for the Group.
Adjusted diluted EPS growth is a performance condition for LTIP vesting.
See note 12 of the Notes to the Consolidated Financial Statements.
Adjusted
and pro
forma profit
after tax
Profit after
tax
Profit after tax, adjusting for exceptional and normalised items, the tax effect of those items, and the
deferred revenue haircut and its tax effect.
Adjusted results allow for the comparison of results year-on-year without the effects of significant one-off
items or items which do not relate to the underlying performance of the Group.
Adjusted EBIT is a measure of the underlying profitability of the Group.
See note 12 of the Notes to the Consolidated Financial Statements.
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Non-GAAP
measure
Closest
equivalent
IFRS measure
Definition and purpose
Tax measures
Effective tax
rate
No direct
equivalent
Tax expense for the year per the income statement expressed as a percentage of profit before tax.
See section e below for a reconciliation.
Effective tax
rate before
exceptional
and
normalised
items
No direct
equivalent
Tax expense for the year per the income statement adjusted for the tax effect of exceptional and
normalised items, expressed as a percentage of profit before tax, exceptional and normalised items.
See section e below for a reconciliation. The tax effect of exceptional and normalised items is provided in
note 12 of the Notes to the Consolidated Financial Statements.
Cash measures
Cash
conversion
No direct
equivalent
Free cash flow before tax (see definition below) as a percentage of the Group’s adjusted profit before tax
(the Group’s profit before tax excluding exceptional and normalised items). This is a financial target for the
Group, which targets an average 100% cash conversion for the five-year period from the financial year
ending 31 March 2022 to the financial year ending 31 March 2026. Additionally, this is included as a
strategic target within the Executive Directors’ bonus scheme for the year ended 31 March 2023.
This measures how efficiently the Group’s profit are converted into cash for organic investment, M&A and
returns to shareholders.
The definition of cash conversion has changed from that presented in the 2021 Annual Report. Previously,
cash conversion was defined as cash generated from operating activities before tax as a percentage of
adjusted EBIT. Management believes that use of free cash flow before tax, and inclusion of cash outflows
necessary as part of the Group’s day-to-day operations, provides a better indication of the Group’s trading
performance.
See section d below for a reconciliation.
Free cash
flow before
tax
Cash
generated
from
operating
activities
before tax
Free cash flow before tax is used in determining cash conversion (see definition above). It is calculated as :
• cash generated from operating activities before tax; plus
• capital expenditure, lease repayments, interest paid and received, purchase of own shares; excluding
• cash outflow on M&A related exceptional items.
See section d below for a reconciliation.
Net debt
No direct
equivalent
Total cash, cash equivalents, overdrafts, and the carrying value of the Group’s term loan. This metric was
called net cash in previous years.
The definition of net debt has changed to:
• include the carrying value of the Group’s term loan. This term loan was drawn down on 19 March 2021
and has been included as it is a significant future obligation affecting the Group’s liquidity; and
• exclude treasury deposits, due to their relative immateriality.
Net debt is a measure of the strength of the Group’s balance sheet.
See section c below for a reconciliation.
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GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Non-GAAP measures continued
a.
Reconciliation to adjusted and pro forma results
Year ended 31 March 2022
Statutory
Normalised
items
Exceptional
items
Adjusted
Revenue
haircut
Pro forma
Impact of
foreign
exchange
Pro forma
constant
currency
Disposal of
business
Pro forma
organic
constant
currency
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
Revenue
1,185.3
–
–
1,185.3
50.3
1,235.6
42.5
1,278.1
(0.7)
1,277.4
Cost of sales
(232.5)
–
0.2
(232.3)
–
(232.3)
(8.0)
(240.3)
0.9
(239.4)
Gross profit
952.8
–
0.2
953.0
50.3
1,003.3
34.5
1,037.8
0.2
1,038.0
Operating expenses
Research & Development
costs
(343.3)
164.6
0.5
(178.2)
–
(178.2)
(5.7)
(183.9)
0.5
(183.4)
Selling and distribution
expenses
(345.4)
61.3
3.4
(280.7)
–
(280.7)
(9.1)
(289.8)
–
(289.8)
Administrative expenses
(246.3)
27.6
38.8
(179.9)
–
(179.9)
(6.0)
(185.9)
–
(185.9)
Net impairment (loss)/gain
on financial assets
(6.7)
–
7.3
0.6
–
0.6
(0.1)
0.5
–
0.5
Other expense
(17.6)
–
17.6
–
–
–
–
–
–
–
Total operating expenses
(959.3)
253.5
67.6
(638.2)
–
(638.2)
(20.9)
(659.1)
0.5
(658.6)
(Loss)/profit from
operations
(6.5)
253.5
67.8
314.8
50.3
365.1
13.6
378.7
0.7
379.4
Finance revenue
1.9
–
–
1.9
–
1.9
0.1
2.0
–
2.0
Finance expense
(14.0)
–
–
(14.0)
–
(14.0)
(0.5)
(14.5)
–
(14.5)
(Loss)/profit before tax
(18.6)
253.5
67.8
302.7
50.3
353.0
13.2
366.2
0.7
366.9
Year ended 31 March 2021
Statutory
Normalised
items
Exceptional
items
Adjusted
Revenue
haircut
Pre-
acquisition
OSIsoft
Term loan
interest
Pro forma
Disposal of
business
Pro forma
organic
£m
£m
£m
£m
£m
£m
£m
£m
£m
£m
Revenue
820.4
–
–
820.4
3.3
372.4
–
1,196.1
(3.9)
1,192.2
Cost of sales
(181.3)
–
0.8
(180.5)
–
(48.6)
–
(229.1)
0.9
(228.2)
Gross profit
639.1
–
0.8
639.9
3.3
323.8
–
967.0
(3.0)
964.0
Operating expenses
Research & Development
costs
(184.5)
67.8
0.3
(116.4)
–
(52.1)
–
(168.5)
0.5
(168.0)
Selling and distribution
expenses
(226.8)
27.9
3.9
(195.0)
–
(83.1)
–
(278.1)
–
(278.1)
Administrative expenses
(193.0)
16.3
78.3
(98.4)
–
(63.7)
–
(162.1)
–
(162.1)
Net impairment loss on
financial assets
(3.7)
–
–
(3.7)
–
0.1
–
(3.6)
–
(3.6)
Other income
5.5
–
(5.5)
–
–
–
–
–
–
–
Total operating expenses
(602.5)
112.0
77.0
(413.5)
–
(198.8)
–
(612.3)
0.5
(611.8)
Profit from operations
36.6
112.0
77.8
226.4
3.3
125.0
–
354.7
(2.5)
352.2
Finance revenue
0.6
–
–
0.6
–
0.1
–
0.7
–
0.7
Finance expense
(3.0)
–
–
(3.0)
–
(0.9)
(12.8)
(16.7)
–
(16.7)
Profit before tax
34.2
112.0
77.8
224.0
3.3
124.2
(12.8)
338.7
(2.5)
336.2
208
Integrated Annual Report 2022 | aveva.com
b.
Constant currency and organic constant currency
Revenue by fee type
On-premises
rental
SaaS
Total
subscription
revenue
Maintenance
Total
recurring
revenue
Perpetual
licences
Services
Total
£m
£m
£m
£m
£m
£m
£m
£m
Year ended 31 March 2022
Statutory revenue at actual rates
396.4
27.8
424.2
345.2
769.4
293.1
122.8
1,185.3
Revenue haircut
–
–
–
50.3
50.3
–
–
50.3
Pro forma revenue at actual rates
396.4
27.8
424.2
395.5
819.7
293.1
122.8
1,235.6
Impact of foreign exchange
9.5
1.2
10.7
18.1
28.8
9.4
4.3
42.5
Pro forma revenue at constant currency rates
405.9
29.0
434.9
413.6
848.5
302.5
127.1
1,278.1
Disposal of business
–
–
–
(0.5)
(0.5)
–
(0.2)
(0.7)
Pro forma organic revenue at constant currency
rates
405.9
29.0
434.9
413.1
848.0
302.5
126.9
1,277.4
Year ended 31 March 2021
Statutory revenue at actual rates
336.3
23.4
359.7
197.7
557.4
141.6
121.4
820.4
Revenue haircut
–
–
–
3.3
3.3
–
–
3.3
Pre-acquisition OSIsoft revenue at actual rates
27.7
–
27.7
211.8
239.5
129.6
3.3
372.4
Pro forma revenue at actual rates
364.0
23.4
387.4
412.8
800.2
271.2
124.7
1,196.1
Disposal of business
–
–
–
(1.4)
(1.4)
(1.6)
(0.9)
(3.9)
Pro forma organic revenue at actual rates
364.0
23.4
387.4
411.4
798.8
269.6
123.8
1,192.2
Change
Statutory change
17.9%
18.8%
17.9%
74.6%
38.0%
107.0%
1.2%
44.5%
Pro forma change at actual rates
8.9%
18.8%
9.5%
(4.2)%
2.4%
8.1%
(1.5)%
3.3%
Pro forma change at constant currency
11.5%
23.9%
12.3%
0.2%
6.0%
11.5%
1.9%
6.9%
Pro forma change at organic constant currency
11.5%
23.9%
12.3%
0.4%
6.2%
12.2%
2.5%
7.1%
209
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Non-GAAP measures continued
b.
Constant currency and organic constant currency continued
Revenue by geographic region
Americas
Asia Pacific
EMEA
Total
£m
£m
£m
£m
Year ended 31 March 2022
Statutory revenue at actual rates
467.0
260.1
458.2
1,185.3
Revenue haircut
29.5
5.1
15.7
50.3
Pro forma revenue at actual rates
496.5
265.2
473.9
1,235.6
Impact of foreign exchange
17.1
10.1
15.3
42.5
Pro forma revenue at constant currency rates
513.6
275.3
489.2
1,278.1
Disposal of business
–
(0.1)
(0.6)
(0.7)
Pro forma organic revenue at constant currency rates
513.6
275.2
488.6
1,277.4
Year ended 31 March 2021
Statutory revenue at actual rates
265.4
221.3
333.7
820.4
Revenue haircut
1.9
0.4
1.0
3.3
Pre-acquisition OSIsoft revenue at actual rates
206.4
53.1
112.9
372.4
Pro forma revenue at actual rates
473.7
274.8
447.6
1,196.1
Disposal of business
(0.1)
(1.4)
(2.4)
(3.9)
Pro forma organic revenue at actual rates
473.6
273.4
445.2
1,192.2
Change
Statutory change
76.0%
17.5%
37.3%
44.5%
Pro forma change at actual rates
4.8%
(3.5)%
5.9%
3.3%
Pro forma change at constant currency
8.4%
0.2%
9.3%
6.9%
Pro forma change at organic constant currency
8.4%
0.7%
9.7%
7.1%
210
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Cost by cost category
Operating expenses
Cost of sales
Research &
Development
Selling and
distribution
expenses
Administrative
expenses
Net impairment
loss from
financial assets
Other expense/
(income)
Total
£m
£m
£m
£m
£m
£m
£m
Year ended 31 March 2022
Statutory cost at actual rates
232.5
343.3
345.4
246.3
6.7
17.6
1,191.8
Amortisation of intangible assets
–
(164.6)
(61.3)
(0.2)
–
–
(226.1)
Share-based payments
–
–
–
(27.4)
–
–
(27.4)
Exceptional items
(0.2)
(0.5)
(3.4)
(38.8)
(7.3)
(17.6)
(67.8)
Adjusted and pro forma costs at
actual rates
232.3
178.2
280.7
179.9
(0.6)
–
870.5
Impact of foreign exchange
8.0
5.7
9.1
6.0
0.1
–
28.9
Adjusted costs at constant currency
rates
240.3
183.9
289.8
185.9
(0.5)
899.4
Disposal of business
(0.9)
(0.5)
–
–
–
–
(1.4)
Organic costs at constant currency
rates
239.4
183.4
289.8
185.9
(0.5)
–
898.0
Year ended 31 March 2021
Statutory cost at actual rates
181.3
184.5
226.8
193.0
3.7
(5.5)
783.8
Amortisation of intangible assets
–
(67.8)
(27.9)
–
–
–
(95.7)
Share-based payments
–
–
–
(16.3)
–
–
(16.3)
Exceptional items
(0.8)
(0.3)
(3.9)
(78.3)
–
5.5
(77.8)
Adjusted costs at actual rates
180.5
116.4
195.0
98.4
3.7
–
594.0
Pre-acquisition OSIsoft costs at actual
rates
48.6
52.1
83.1
63.7
(0.1)
–
247.4
Pro forma costs at actual rates
229.1
168.5
278.1
162.1
3.6
–
841.4
Disposal of business
(0.9)
(0.5)
–
–
–
–
(1.4)
Pro forma organic costs at actual
rates
228.2
168.0
278.1
162.1
3.6
–
840.0
Change
Statutory change
28.2%
86.1%
52.3%
27.6%
81.1%
(420.0)%
52.3%
Adjusted change at actual rates
28.7%
53.1%
43.9%
82.8%
(116.2)%
–
46.5%
Pro forma change at actual rates
1.4%
5.8%
0.9%
11.0%
(116.7)%
–
3.5%
Pro forma change at constant
currency
4.9%
9.1%
4.2%
14.7%
(113.9)%
–
6.9%
Pro forma change at organic constant
currency
4.9%
9.2%
4.2%
14.7%
(113.9)%
–
6.9%
c.
Net debt
2022
2021
£m
£m
Cash and cash equivalents
279.3
286.6
Loans and borrowings
(684.5)
(654.0)
Net debt
(405.2)
(367.4)
211
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Non-GAAP measures continued
d.
Cash conversion
2022
2021
£m
£m
Net cash generated from operating activities before tax
197.2
91.2
Operating activities cash flow impact from exceptional items (M&A related)
• Acquisition of OSIsoft
19.2
26.0
• Disposal of Acquis Software, Termis Software and Water Loss Management Software business
–
–
• OSIsoft transaction bonus1
48.2
–
264.6
117.2
Purchase of property, plant and equipment
(8.6)
(10.9)
Purchase of intangible assets
–
(0.5)
Interest received
1.9
0.3
Interest paid
(12.7)
(2.8)
Purchase of own shares
(1.3)
(1.1)
Payment of principal element of lease liability
(23.3)
(18.5)
Free cash flow before tax
220.6
83.7
Adjusted EBIT
314.8
226.4
Deferred revenue haircut
50.3
3.3
Finance revenue
1.9
0.6
Finance expense
(14.0)
(3.0)
Adjusted profit before tax
353.0
227.3
Cash conversion
62.5%
36.8%
1.
A one-off transaction bonus paid to OSIsoft employees. This was recognised in the acquired OSIsoft balance sheet.
212
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e.
Effective tax rate
2022
2021
£m
£m
Profit
(Loss)/profit before tax
(18.6)
34.2
Exceptional items
67.8
77.8
Normalised items
• Amortisation of intangible assets
226.1
95.7
• Share-based payments
27.4
16.3
Profit before tax, exceptional items, and normalised items
302.7
224.0
Pro forma adjustments1
50.3
114.7
Pro forma profit before tax
353.0
338.7
1.
Pro forma adjustments are outlined in the reconciliation to pro forma results in section a above.
Income tax
Income tax expense
44.0
9.4
Tax effect on exceptional items
9.5
15.1
Tax effect on normalised items
(16.0)
23.0
Income tax expense before exceptional items and normalised items
37.5
47.5
Tax effect on pro forma adjustments
13.1
(27.4)
Pro forma income tax expense
50.6
20.1
Effective tax rate
Income tax expense
44.0
9.4
(Loss)/profit before tax
(18.6)
34.2
Effective tax rate
(236.6)%
27.5%
Effective tax rate before exceptional and normalised items
Income tax expense before exceptional items and normalised items
37.5
47.5
Profit before tax, exceptional items, and normalised items
302.7
224.0
Effective tax rate before exceptional and normalised items
12.4%
21.2%
Pro forma effective tax rate
Pro forma income tax expense
50.6
20.1
Pro forma profit before tax
353.0
338.7
Pro forma effective tax rate
14.3%
5.9%
213
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Non-GAAP measures continued
f.
Pro forma adjusted diluted earnings per share
Pro forma EPS is calculated based upon the following number of ordinary shares adjusted for the effect of dilution:
2022
2021
Number
Number
Millions
Millions
Weighted average number of ordinary shares adjusted for the effect of dilution
303.7
220.0
Adjustment for timing of rights issue1
–
82.4
Pro forma weighted average number of ordinary shares adjusted for the effect of dilution
303.7
302.4
1.
Adjustment to timing of incremental paid for shares issued as a result of the November 2020 rights issue, as if the rights issue occurred on 1 April 2020.
Pro forma EPS is calculated using the following profits:
2022
2021
£m
£m
Pro forma profit before tax
353.0
338.7
Pro forma income tax
(50.6)
(20.1)
Pro forma profit after tax
302.4
318.6
2022
2021
Pence
Pence
Pro forma adjusted diluted earnings per share
99.58
105.34
214
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ESG Tables
Sustainability accounting standards board (SASB)
Topic
Reference code
Category
Metric
Response
Environmental
footprint of
hardware
infrastructure
SASB TC SI 130a.1 Quantitative
(1) Total energy consumed, (2) percentage
grid electricity, (3) percentage renewable
Annual Report; Operational
Footprint (page 30)
SASB TC SI 130a.3 Discussion
and analysis
Discussion of the integration of
environmental considerations into strategic
planning for data centre needs
Sustainability Progress Report;
Operational Footprint
Data privacy and
freedom of
expression
SASB TC SI 220a.1 Discussion and
analysis
Policies and practices relating to
behavioural advertising and user privacy
Annual Report; Technology
Handprint (page 33)
SASB TC SI 220a.3 Quantitative
Total amount of monetary losses as a
result of legal proceedings associated with
user privacy
Annual Report; Technology
Handprint (page 33)
SASB TC SI 220a.4 Quantitative
(1) Number of law enforcement requests for
user information, (2) number of users
whose information was requested, (3)
percentage resulting in disclosure
Annual Report; Technology
Handprint (page 33)
Data security
SASB TC SI 230a.1 Quantitative
(1) Number of data breaches,
(2) percentage involving personally
identifiable information (PII),
(3) number of users affected
Annual Report; Technology
Handprint (page 33)
SASB TC SI 230a.2 Discussion
and analysis
Approach to identifying and addressing
data security risks, including use of third-
party cybersecurity standards
Annual Report; Technology
Handprint (page 33)
Recruiting &
managing a
global, diverse &
skilled workforce
SASB TC SI 330a.2 Quantitative
Employee engagement as a percentage
Annual Report; Inclusive
Culture (page 39)
SASB TC SI 330a. Quantitative
Percentage of gender and racial/ethnic
group representation for (1) leadership, (2)
tech workforce, and (3) sales workforce
Annual Report; Inclusive
Culture (page 41); DEI Website
IP protection &
competitive
behaviour;
managing
systemic risks
SASB TC SI 520a.1 Quantitative
Total amount of monetary losses as a result
of legal proceedings associated with
anticompetitive behaviour regulations
Annual Report; Operational
Footprint (page 36)
SASB TC SI 550a.1 Quantitative
Number of (1) performance issues and (2)
service disruptions; (3) total customer
downtime
Annual Report; Technology
Handprint (page 33)
SASB TC SI 550a.2 Discussion and
analysis
Business continuity risks related to
disruptions of operations
Annual Report; Technology
Handprint (page 33)
215
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
ESG Tables continued
World Economic Forum core metrics
We are publishing the below index to align with the WEF’s Measuring Stakeholder Capitalism reporting framework, providing our investors
and other stakeholders with a mapping of relevant ESG disclosures. We have focused below on the issues deemed most material to our
business, based on our materiality assessment. We will continue to enhance our public disclosures in alignment with the below metrics as we
advance our sustainability programme.
Topic
Theme
Core metrics and disclosures
Response and/or reference
Governance
Governing purpose
Setting purpose
Annual Report, Board Leadership, Purpose and Culture (page
82)
Quality of governing
body
Board composition
Annual Report, Board of Directors (page 78-81)
Stakeholder
engagement
Material issues impacting
stakeholders
Annual Report, Our ESG Framework (page 30)
Ethical behaviour
Anti-corruption
Annual Report, Our Operational Footprint (page 36)
Protected ethics advice
and reporting mechanisms
Annual Report, Our Operational Footprint (page 36)
Risk and opportunity
oversight
Integrating risk and
opportunity into
business process
Annual Report, Principal Risks (page 54)
Planet
Climate change
Greenhouse gas
(GHG) emissions
Annual Report, Our Operational Footprint (page 35)
TCFD implementation
Annual Report, Principal Risks (page 65)
People
Dignity and equality
Diversity and inclusion
Annual Report, Inclusive Culture (page 40); DEI Website;
AVEVA DEI Policy
Pay equality
Gender and Ethnicity Pay Gap Report
Wage level
AVEVA considers this data confidential company information
and treats it as such
Risk for incidents
of child, forced or
compulsory labour
Anti-Slavery & Human Trafficking Statement
Skills for the future
Training provided
Annual Report, Inclusive Culture (page 39)
Prosperity
Wealth creation and
employment
Absolute number and rate
of employment
• Note 9 of the Consolidated Financial Statements
• Annual Report, Key Performance Indicators (pages 26 to 27)
• Annual Report, Inclusive Culture (page 39)
Economic contribution
• Revenue: note 3 of the Consolidated Financial Statements
• Operating costs: Consolidated Income Statement
• Employee wages and benefits: note 9 of the Consolidated
Financial Statements
• Payments to providers of capital: Consolidated Cash Flow
Statement
• Payments to government: Consolidated Cash Flow
Statement
• Community investment: Stakeholder Engagement (page 45)
Final investment
contribution
• Capital expenditure less depreciation: note 16 of the
Consolidated Financial Statements
• Dividend payments: note 11 of the Consolidated Financial
Statements
Innovation in better
products and services
Total R&D expenses
Annual Report, R&D Spend (page 52)
Community and
social vitality
Total tax paid
Annual Report, Our Operational Footprint (page 37)
216
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Company information and advisors
Directors
Philip Aiken
Chairman
Peter Herweck
Chief Executive Officer (appointed 1 May 2021)
Non-Executive Director & Vice Chairman (resigned 1 May 2021)
Craig Hayman
Chief Executive Officer (resigned 1 May 2021)
Director (resigned 7 July 2021)
James Kidd
Chief Strategy and Transformation Officer
Christopher Humphrey
Senior Independent Non-Executive Director
Jennifer Allerton
Independent Non-Executive Director
Paula Dowdy
Independent Non-Executive Director
Dr Ayesha Khanna
Independent Non-Executive Director (appointed 28 October 2021)
Ron Mobed
Independent Non-Executive Director
Anne Stevens
Independent Non-Executive Director (appointed 1 May 2022)
Olivier Blum
Non-Executive Director
Hilary Maxson
Non-Executive Director (appointed 1 August 2021)
Company Secretary
Helen Lamprell
Registered office
High Cross, Madingley Road
Cambridge, CB3 0HB
Registered number
2937296
Auditor
Ernst & Young LLP
One Cambridge Business Park
Cambridge, CB4 0WZ
Bankers
Barclays Bank plc
9–11 St Andrews Street
Cambridge, CB2 3AA
Solicitors
Ashurst LLP
London Fruit & Wool Exchange
1 Duval Square
London, E1 6PW
Mills & Reeve LLP
Botanic House
100 Hills Road
Cambridge, CB2 1PH
Stockbrokers
Numis Securities Limited
45 Gresham Street
London, EC2V 7BF
J.P. Morgan Cazenove
25 Bank Street
Canary Wharf
London, E14 5JP
Registrars
Link Asset Services
6th Floor
65 Gresham Street
London, EC2V 7NQ
Financial PR
FTI Consulting
200 Aldersgate Street
London, EC1A 4H
217
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS CONTINUED
Glossary
ACV: Annual Contract Value. The average annual revenue
generated from a sales contract.
AGM: Annual General Meeting. The next annual meeting of
AVEVA’s shareholders will be held on 15 July 2022.
AI: Artificial Intelligence.
APAC: Asia Pacific.
AQR: Audit Quality Review. Monitoring the quality of the audit
work of statutory auditors and audit firms within the UK by the
FRC.
ARR: Annualised Recurring Revenue. The value of the contracted
recurring revenue from subscriptions and maintenance in a one-
year period. A non-GAAP measure, see page 206 for additional
information.
BEIS: Department for Business, Energy and Industrial Strategy.
A department of the UK government.
Bonus factor: Calculation reflecting the number of shares deemed
to have been issued without consideration during the November
2020 rights issue.
CEO: Chief Executive Officer, Peter Herweck.
CFO: Chief Financial Officer, Brian DiBenedetto.
CSTO: Chief Strategy & Transformation Officer, James Kidd.
CPO: Chief People Officer, Caoimhe Keogan.
CGU: Cash Generating Unit. The smallest identifiable group of
assets that generates cash inflows which are largely independent
from those of other assets or groups of assets.
CO2e: Carbon dioxide equivalent. The quantity of CO2 that would
provide an equivalent warming effect.
DEI: Diversity, Equity and Inclusion.
Digital Twin: A near-real-time digital image of a physical object
or process that helps optimise business performance.
DRR: Directors’ Remuneration Report. A report laying out the
remuneration of AVEVA’s Directors, in compliance with the
Companies Act 2006.
DTR: Disclosure Guidance & Transparency Rules. Regulations
applicable to certain companies listed on the London Stock
Exchange, published by the FCA.
EBIT: Earnings Before Interest and Tax. A non-GAAP measure,
see page 206 for additional information.
EBT: Employee Benefit Trust. A trust set up to facilitate the
transfer of shares to AVEVA’s employees on exercise of vested
options under various share option schemes.
ED: Executive Director. A member of AVEVA’s Board who is part
of AVEVA’s ELT.
ELT: Executive Leadership Team. AVEVA’s executive
management, responsible for the Group’s day-to-day running.
EMEA: Europe, Middle East & Africa.
EPS: Earnings Per Share. The portion of profits attributable to
each ordinary share in issue.
ERC: Executive Risk Committee. A committee, chaired by the CEO,
containing all ELT members and various senior management
members responsible for implementing risk management and
developing the Group risk register.
ERP: Enterprise Resource Planning. Technology tools for the
integrated management of business processes.
ESG: Environmental, Social and Governance.
EY: Ernst & Young, the Group’s independent external auditors.
FCA: Financial Conduct Authority. An independent UK body
responsible for regulating the conduct of UK financial markets
and financial services firms.
FRC: Financial Reporting Council. An independent UK body
responsible for regulating auditors, accountants and actuaries,
and for setting the UK’s Corporate Governance Code.
GAAP: Generally Accepted Accounting Practice. Commonly
accepted methods for recording and reporting accounting
transactions.
GDP: Gross Domestic Product.
GDPR: General Data Protection Regulation. An EU law on data
protection and privacy transposed to UK law following Brexit.
GESPP: Global Employee Share Purchase Plan. An employee
share plan aiming to increase employee share ownership. Allows
participating employees to purchase AVEVA shares at a discount
or be awarded additional matching shares.
GHG: Greenhouse gas, a gas that contributes to the greenhouse
effect.
IASB: International Accounting Standards Board. An independent
accounting standard-setting body.
IFRIC: Interpretations of accounting standards which are
developed, issued and approved by the IASB.
IFRSs: International Financial Reporting Standards. Accounting
standards issued by the IFRS Foundation and the IASB.
IIoT: Industrial Internet of Things. The networking of computers,
sensors, instruments and other devices for industrial applications.
ISAs (UK): International Standards on Auditing (UK). Professional
standards for the auditing of financial information in the UK,
based upon standards issued by the International Auditing and
Assurance Standards Board.
KPI: Key Performance Indicator. Measure that tracks AVEVA’s
performance against strategy and longer-term goals.
LTIP: Long-Term Incentive Plan. A share option scheme offered to
AVEVA’s senior employees.
NED: Non-Executive Director. A member of AVEVA’s Board who
is not part of AVEVA’s executive management team.
NRR: Net Revenue Retention. The proportion of recurring revenue
retained from existing customers.
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OEM: Original Equipment Manufacturer.
Partners: The ecosystem of AVEVA partners, including
distributors and strategic partners.
Pro Forma Results: Results prepared on the basis that the
acquisition of AVEVA Group plc and OSIsoft, LLC occurred on 1
April 2020, and excluding the impact of the revenue haircut. A
non-GAAP measure, see pages 203 to 204 for additional
information.
PwC: PricewaterhouseCoopers, the Group’s independent external
auditor from the year ended 31 March 2023.
R&D: Research & Development.
RCF: Revolving Credit Facility. A line of credit providing AVEVA
flexible financing with the ability to draw down, repay and draw
down again.
RDEC: Research & Development Expenditure Credit. A UK tax-
incentive scheme designed to encourage R&D investment within
the UK.
Revenue Haircut: A fair value adjustment to revenue in the 12
months ended 31 March 2022 of £50.3 million (2021: £3.3
million), reflecting an acquisition accounting adjustment to
acquired OSIsoft contract liabilities on completion of the OSIsoft
acquisition. A non-GAAP measure, see page 205 for additional
information.
SaaS: Software as a Service. A distribution model whereby
AVEVA products are available to customers via the internet and
consumed on a pay-for-use basis or as a subscription based on
use metrics.
SDG: Sustainable Development Goal. A collection of 17 global
goals set in 2015 by the United Nations General Assembly,
intended to be achieved by 2030.
SES: Schneider Electric industrial software business. Combined
with AVEVA in February 2018.
SLT: Strategic Leadership Team. A team comprising senior
management, chaired by the CEO that oversees AVEVA’s
corporate strategic and business unit risks. Reports to the ERC.
SOX: Sarbanes-Oxley Act. US federal law mandating certain
financial record-keeping practices, particularly relating to internal
controls. The implementation of a UK SOX regime is under review
by BEIS.
TCFD: Task Force on Climate-related Financial Disclosures. A task
force responsible for making recommendations on improving and
increasing the reporting of climate-related financial information.
Recommendations cover four key areas: governance, strategy,
risk management, and metrics and targets. AVEVA is reporting
under TCFD for the first time in the year ended 31 March 2022.
TCV: Total Contract Value. The total revenue to be recognised
over the life of a contract.
TSA: Transitional Services Agreement. An arrangement where
Schneider Electric continues to provide infrastructure support and
back-office resource for legal entities transferred in the sale to
AVEVA, for a monthly fee and for an agreed time period.
TSR: Total Shareholder Return. A measure of the performance of
AVEVA shares, combining capital growth and dividends paid to
show total return to shareholders as an annualised percentage. A
non-GAAP measure.
UOC: Unified Operations Centre. A central control room where
data is collated and visualised enabling real-time operational
performance management.
VIU: Value in Use. The net present value of future cash flows.
XaaS: A collective term that refers to the delivery of Anything as a
Service.
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STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
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