Dignity plc Annual Report & Accounts 2013
Dignity plc
4 King Edwards Court
King Edwards Square
Sutton Coldfield
West Midlands B73 6AP
For more information on Dignity,
please visit our investor relations website:
www.dignityfuneralsplc.co.uk
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Delivering on our strategy
for sustainable growth
ifc
Dignity plc
Annual Report & Accounts 2013
About Dignity
At 27 December 2013 Dignity owned 690 funeral locations and operated 39 crematoria
in the United Kingdom. We continue to have a strong market presence in pre-arranged
funeral plans, where people plan and pay for their funeral in advance.
We are a FTSE 250 company listed on the London Stock Exchange, with over
2,700 employees serving families and local communities across the United Kingdom
for generations.
We are here to help people at one of the most difficult times in their lives. We do this
with compassion, respect, openness and care. Our aim is to be the company everyone
knows they can trust in their time of need.
Contents
Overview
Key financial highlights
01
02 Dignity at a glance
– A proud history
– Our business today
03 Our core business objectives
– Building a sustainable business
Strategic Report
From the Chairman
Chief Executive’s overview
04
05
06 Market overview
– The industry we operate in
08 Our strategy and business model
10 Delivering on our strategy
18 Our key performance indicators
19
The Dignity client survey
20 Our summary performance in 2013
22 Operating review
Financial review
28
Principal risks and uncertainties
32
Corporate and social responsibility
34
Governance
Chairman’s introduction to governance
42
43 Our governance structure
44
Board of Directors
46 Directors’ statement on corporate governance
50
Audit Committee report
53 Nomination Committee report
54
68 Directors’ report
Report on Directors’ remuneration
Financial Statements
71
Group Accounts
Independent auditors’ report to the members
of Dignity plc
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
74
74
75
76
77
78 Notes to the financial statements
Company Accounts
113 Independent auditors’ report to the members
of Dignity plc
114 Dignity plc Company balance sheet
115 Notes to the Dignity plc financial statements
119 Financial record
Other Information
121 Notice of Meeting
126 Shareholder information
127 Contact details and advisers
128 Financial calendar
In this year’s report
Strategic Report
The Annual Report is presented differently this year, following
the latest compliance requirements. As the Group’s strategy
has not changed significantly year on year, a lot of the
information provided is similar to previous years, albeit shown
in a slightly different sequence with some elements expanded.
The Group’s key performance indicators are unchanged.
See Strategic report: p.04 to p.41
Governance
The Group early adopted changes to the Remuneration Report
last year in line with the draft guidance. The changes in this
year’s report reflect the finalisation of that guidance.
Other governance matters are reflective of the new guidance.
See Governance: p.42 to p.70
Financial Statements
The Group’s financial statements are presented consistently
to last year. A significant acquisition, debt issue and Return
of Cash to shareholders necessitates some additional
disclosures.
See Financial statements: p.71 to p.120
Other Information
This section provides other useful information to shareholders
that is not covered elsewhere in the report. The Group’s Notice
of Meeting is incorporated into the Annual Report within
this section.
See Other information: p.121 to p.128
Front cover:
Ann Kitto, Funeral Manager at B Bernard & Sons in Scarborough.
Acknowledgements
Dignity would like to thank all those who participated in
producing this Annual Report, particularly the members
of staff for their contributions.
Designed & produced by Bexon Woodhouse
Main photography by Bexon Woodhouse
www.bexonwoodhouse.com
Printed in the UK by CPI Colour, a certified CarbonNeutral® printing
company, using vegetable based inks and water based sealants.
The printer and paper manufacturing mill are both certified with
ISO 14001 Environmental Management systems standards and
both are Forest Stewardship Council® (FSC®) certified.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
01
Key financial highlights
A year of continued strong
revenue and profit growth
Current period financial highlights 2013 2012 Increase
per cent
Revenue (£million) 256.7 229.6 12
Underlying operating profit(a) (£million) 78.4 69.4 13
Underlying profit before tax(a) (£million) 52.9 46.1 15
Underlying earnings per share(b) (pence) 72.1 62.8 15
Cash generated from operations(c) (£million) 94.2 83.3 13
Operating profit (£million) 75.1 68.7 9
Profit before tax (£million) 49.6 45.4 9
Basic earnings per share (pence) 72.8 65.1 12
Interim dividend paid in the period(d,e) (pence) – 5.36 n/a
Final dividend paid in the period (f) (pence) 10.75 9.77 10
Return of Cash (£million) 61.9 – n/a
(a) Underlying profit is calculated as profit excluding profit (or loss) on sale of fixed assets and external transaction costs.
(b) Underlying earnings per share is calculated as profit on ordinary activities after taxation, before profit (or loss) on sale of fixed assets and external transaction costs (both net of tax)
and exceptional items, divided by the weighted average number of Ordinary Shares in issue in the period.
(c) Cash generated from operations excludes external transaction costs and exceptional pension contributions.
(d) Interim dividend represents the interim dividend that was declared and paid in the period out of earnings generated in the same period.
(e) An interim dividend was not paid separately in 2013, but was instead included within the £1.08 Return of Cash per Ordinary Share paid August 2013.
(f) The final dividend represents the final dividend that was declared and paid in the period relating to the earnings generated in the previous period.
+12%Revenue up 12%
to £256.7 million
+13%Underlying operating profit
up 13% to £78.4 million
+15%Underlying earnings per share
up 15% to 72.1pence per share
Revenue (£m)
Underlying operating profit (£m)
Underlying earnings per share (pence)
184.7
199.1
210.1
256.7
229.6
275
250
225
200
175
150
125
100
75
50
25
0
78.4
69.4
61.0
64.5
56.4
80
70
60
50
40
30
20
10
0
72.1
62.8
55.1
40.5
46.4
80
70
60
50
40
30
20
10
0
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
Revenue by area (£m)
Underlying operating profit by area* (£m)
Funeral services 176.2
Crematoria 53.8
Pre-arranged funeral
plans 26.7
Funeral services 60.8
Crematoria 27.4
Pre-arranged funeral
plans 6.7
*Excludes central overheads
of £16.5 million
02
Dignity plc
Annual Report & Accounts 2013
Dignity at a glance
Dignity is one of the leading providers of funeral related services in the UK.
As an industry leader, we strive to set the highest standards of service,
facilities and care, ensuring we are all well positioned to meet the needs
of our clients for generations to come.
Find out more about our business operations,
actions and progress: p.22 to p.27
A Proud History
Our Business Today
We have a rich and proud heritage
and many of our businesses have been
serving their local communities for
generations. Our oldest funeral location
was established in 1812 and our oldest
crematorium in 1903.
Dignity’s operations are managed across three main areas,
namely funeral services, crematoria and pre-arranged
funeral plans.
Funeral services
Crematoria
Pre-arranged funeral plans
1812
George S Munn & Co, Glasgow
George S Munn & Co is
Dignity’s oldest funeral
directors and was established
in 1812.
1840
Francis Chappell & Sons,
London
Francis Chappell & Sons
opened their first funeral home
on Deptford High Street in
1840 and now have branches
supporting bereaved families
across southeast London
and Kent.
1876
Beckenham Cemetery, Kent
Beckenham Cemetery is the
oldest cemetery operated
by Dignity.
1880
J H Kenyon, London
Established by James H
Kenyon the business has
conducted funerals for the
Royal Family, politicians and
other prominent figures.
1920
W S Harrison & Son,
Newcastle upon Tyne
After serving in World War I,
William Samuel Harrison
established himself as a
funeral director in the east end
of Newcastle. In 1928, he
was joined by his son, Albert,
and they began to serve
increasing numbers of families
throughout the 1930s. In
1980, David Harrison, great
grandson of William Samuel,
joined the company and
continues to manage this
business.
1950
T J Davies & Son, Newport
Thomas Davies, grandfather
of Operations Director, Andrew
Davies, established his
business in 1950.
1950
Seaford & Newhaven Funeral
Service, East Sussex
The carpenters of C Morling
Ltd had built coffins for 100
years before opening a funeral
business in Seaford in 1950.
1884
Frederick W Paine, London
Charles Paine opened his first
funeral home in New Malden
in 1884 and ten years later the
business passed to his son,
Frederick W Paine.
1994
Dignity Caring Funeral
Services
Dignity was created in
1994 through the merger of
Plantsbrook Group and Great
Southern Group.
1903
Birmingham Crematorium
The oldest crematorium
operated by Dignity and when
it opened in 1903 was one
of only nine such facilities
in the UK.
2008
Northern Ireland
Dignity acquired six funeral
locations in Northern Ireland.
2013
Yew Holdings Limited
Dignity acquired Yew Holdings
Limited in 2013, adding 40
funeral locations and two
crematoria to the portfolio.
Business overview
We are a major provider
of funeral services in the
UK and we strive to set
the highest standards
of service and care.
At 27 December 2013, we
operated a network of 690
funeral locations throughout
the United Kingdom generally
trading under established
local trading names.
Funeral services revenues
relate to the provision of
funerals and ancillary items
such as memorials and
floral tributes. In 2013,
Dignity conducted 68,000
funerals which represented
approximately 11.9 per cent
of total estimated deaths
in Britain.
Business overview
We are the largest single
operator of crematoria in
Britain with a growing
portfolio of well-established
and state of the art
crematoria that meet
the needs of the local
communities we serve.
At 27 December 2013, we
operated 39 crematoria in
England and Scotland.
Crematoria revenues arise
from cremation services
and the sales of memorials
and burial plots at Dignity
operated crematoria and
cemeteries. In 2013, we
carried out 55,500
cremations representing
9.9 per cent of total
estimated deaths in Britain.
Business overview
We are one of the UK’s
leading providers of pre-
arranged funeral plans and
we continue to strengthen
our position in this
growing market.
At 27 December 2013, the
number of unfulfilled funeral
plans increased to 323,000.
Pre-arranged funeral
plans income represents
amounts to cover the
costs of marketing and
administering the sales of
plans. Pre-arranged funeral
plans allow people to plan
and pay for their funeral in
advance. Dignity works with
a number of reputable
affinity partners.
690Number of funeral locations
in the UK.
39Number of crematoria
Dignity operates in England
and Scotland.
590,000
We have already helped more
than 590,000 people arrange
their funeral in advance.
68,000
Number of funerals
conducted during 2013.
55,500
Number of cremations
conducted during 2013.
323,000
Number of unfulfilled
funeral plans as at
27 December 2013.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
03
Our core business objectives
We aim to achieve our business objectives in a professional, caring
and responsible manner and our business goal is simple – to continue
building a sustainable business that meets the needs of all our
stakeholders; our clients, employees, shareholders and the
wider community.
Find out more about Our strategy:
p.08 to p.17
Building a Sustainable Business
Our Promise
Helping our clients
every step of the way
Reputation and Relationships
Managing our business
responsibly
Our Objectives
Delivering on our
key objectives
Our Consistent Strategy
Serving the people in our local communities at one of the most
difficult times in their lives remains at the heart of everything we do
and we are committed to providing the highest standards of service
and care. At every step of the way we are compassionate and caring;
we pay attention to detail; we spend as much time as a client needs;
we are open and straightforward and we keep in contact.
Our business is built upon trust, respect, reputation and relationships
and we demonstrate our values and governing principles through our
day to day behaviour and conduct ourselves in a responsible and
ethical manner.
Our strategy defines what is important to our business:
• Prioritise client service and ensure we meet the needs of our clients;
• Control our costs;
• Expand our portfolio of funeral and crematoria locations;
• Gain new clients through the sale of pre-arranged funeral plans; and
• Maximise shareholder value through efficient use of the balance sheet.
Creating long-term value
and growth
Our clear and consistent strategy enables us to achieve our business
goal of growing and developing Dignity as a long-term, profitable and
sustainable business that delivers value to all our stakeholders.
04
Dignity plc
Annual Report & Accounts 2013
From the Chairman
A strong business,
with strong governance
“
These results mark
10 consecutive years
of growth as a public
company with
consistently high
customer service.
Key points
• Underlying earnings per
share has increased 15
per cent to 72.1 pence
per Ordinary Share.
• No changes to the Board.
• The outlook remains positive.
See Governance and structure:
p.42 and p.43
See Board of Directors:
p.44 and p.45
See Remuneration report:
p.54 to p.67
10 consecutive years of growth
I am delighted to be able to report another
strong year for the Group. This report is the
tenth since the Group’s flotation in 2004 and
these results mark 10 consecutive years of
operating profit growth and consistently high
customer service.
Underlying operating profits increased 13 per
cent to £78.4 million (2012: £69.4 million).
Underlying earnings per share increased 15
per cent to 72.1 pence per Ordinary Share
(2012: 62.8 pence per Ordinary Share).
Dividends
The Board is proposing a final dividend
of 11.83 pence per Ordinary Share to be
paid on 27 June 2014 to members on the
register at close of business on 23 May
2014. This dividend is subject to the approval
of shareholders at the Annual General
Meeting (‘AGM’) on 5 June 2014. This
increase marks the tenth year of 10 per
cent compounded growth in our dividends.
The Board
There have been no changes to the Board
in the year. I am delighted that following the
expiry of their initial two year appointments,
both Martin and Jane have agreed to remain
as Non-Executive Directors until at least
1 April 2016.
My thanks extend to all members of the
Board, who continue to lead the Group well.
The Board’s effectiveness has been evaluated
in the year through its first independent
external assessment, which reported that
the Board was functioning well.
Peter Hindley, Chairman
Strategic Report and Governance
The Board is committed to the highest
standards of corporate governance in
order to achieve its objectives and meet
the necessary standards of accountability
and integrity. The Directors’ Statement on
Corporate Governance and the Report on
Directors’ Remuneration on pages 54 to 67
provide a description of how the main and
supporting principles of The UK Corporate
Governance Code (September 2012) have
been applied within the Group during 2013.
Our people
I remain grateful to all members of staff for
the work they have done, whether they have
joined part way through the year, or have
been with us for many years. Service remains
central to all we do and as our survey results
show, is outstanding.
Outlook for 2014
The 10 years since flotation have been
tremendously successful for the Group and
its shareholders. Our consistent strategy
throughout that period has served the
Group well.
Looking ahead, there are no plans to alter
this strategy. Outstanding client service is
central to our success which combined with
operating our locations efficiently, adding
further funeral and crematoria locations
where possible and attracting new clients
with pre-arranged funeral plans should
collectively result in the business continuing
to grow efficiently. This in turn should result
in appropriate returns for all our stakeholders.
As expected, 2014 has started quietly,
however the Board’s expectations for 2014
remain positive and unchanged.
+13%
Underlying operating profit up
13 per cent to £78.4 million
(2012: £69.4 million).
11.83 pence
Final dividend of 11.83 pence, the tenth
year of 10 per cent compounded growth
in our dividend.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
05
Chief Executive’s overview
Well positioned to continue
to deliver long-term
sustainable growth
“
I am pleased with
the performance
of the Group.
Key points
• The Yew Acquisition has
integrated well.
• The core business has
performed strongly.
• Our objectives are
unchanged.
See Market overview: p.06 and p.07
See Our strategy and business
model: p.08 and p.09
See Operating review: p.22 to p.27
Overview
In the 10 years since flotation, operating
profits have grown on average by eight per
cent per annum and earnings per share has
increased by an average of 16 per cent per
annum. Over the same period, an initial
investor (at £2.30 per share) would have had
approximately 140 per cent of that amount
returned in cash and still be holding an
investment worth approximately 4 times
their initial investment (assuming a current
share price of £15).
This has all been achieved against a backdrop
of high and improving customer service, good
staff retention and careful investment.
Our performance in 2013
I am pleased with the performance of the
Group, with underlying operating profits
increasing 13 per cent and each operating
division performing well in the year. Underlying
earnings per share increased 15 per cent to
72.1 pence.
The recent acquisition of Yew Holdings Limited
(‘Yew’ or the ‘Yew Acquisition’) has expanded
our presence in the North of England and offers
exciting opportunities for the Group. I am
pleased with its progress since acquisition.
The additional issue of new bonds in July and
subsequent Return of Value to shareholders
demonstrates our continued efficient use of
our balance sheet.
The integration of Yew
Every business we acquire is important,
with significant energies used to ensure each
one is operated and integrated successfully.
The £58.3 million Yew Acquisition represented
the largest such challenge for the Group in
recent history, with 40 funeral locations, two
crematoria and approximately 200 employees
joining us.
I am very pleased with the way existing
staff and new staff have worked together
to ensure the business has been welcomed,
integrated and subsequently managed, in
a manner that has maintained their local
reputations.
Mike McCollum, Chief Executive
These locations have received approximately
£1.6 million of capital investment already,
with a further £2.0 million – £2.5 million
earmarked for 2014.
This has translated into operational
performance in line with our expectations,
supporting the rationale presented to
shareholders at the time of acquisition.
Continued investment across our
core business
Whilst the acquisition of Yew and the Return
of Value were significant transactions for the
Group in the period, I was determined that
we should not lose focus on our core business,
which has delivered the majority of growth
for the Group in past years.
As such, we have continued to invest in our
infrastructure and our people. This has
delivered excellent client service and
operational results.
Our people – integral to our success
I regularly receive letters of thanks from
grateful families which we have had the
privilege of looking after at such a difficult
time. These remind me of the integral part
our staff have played in our success in the
last 10 years and their crucial role in our
future. I am delighted that we have been able
to acknowledge this by paying a discretionary
bonus equivalent to £1,000 for each full
time member of staff in recognition of their
dedication and contribution to the Group’s
strong financial performance.
A strong platform for growth
Our strategy is simple: prioritise client service;
manage our operations efficiently; expand our
portfolio of funeral and crematoria locations;
and gain new clients through the sale of
pre-arranged funeral plans. We also seek to
maintain an efficient balance sheet. We will
continue to follow this path in the year ahead.
Our clients do not choose us by chance.
Three quarters of the families we serve
have used us before or choose us because of
recommendation and reputation. They return
and recommend us because of the quality of
service we provide and because they consider
us good value for money.
06
Dignity plc
Annual Report & Accounts 2013
Market overview
The industry we operate in
“
The Group monitors
and responds to the
environment it
operates in.
Key points
• The funeral director market
is very fragmented.
• Approximately 70 per cent
of crematoria are owned
by local authorities.
• Annual variations in the
number of deaths are
relatively small.
• There is not currently any
regulation pending that
would materially affect the
funeral industry.
Overview
The funeral market as a whole does not
change rapidly year on year, but the effect over
a number of years is noticeable, whether it is
the number of deaths per year, or the number
of funeral or crematoria locations within the
industry. The Group monitors and responds
to the environment it operates in, seeking to
understand the implications for the short,
medium and long-term.
The UK funeral market today
The funeral director market is very
fragmented, with approximately two thirds
of funeral directors being small owner
managed businesses.
There are approximately 270 crematoria
in the UK, with approximately 70 per cent
owned by local authorities.
Regulation
The provision of funeral services is not
regulated. Trade organisations such as the
National Association of Funeral Directors
(‘NAFD’) provide training and qualifications,
although they are not mandatory. Dignity
would welcome further regulation of the
funeral industry setting out minimum
standards for core aspects, such as the
care of the deceased.
Crematoria are subject to environmental
regulation, with emission levels being
monitored by environmental health officers.
Recent changes for the abatement of
mercury emissions have improved the
environmental position.
Pre-arranged funeral plans are regulated by
the Finance Services and Markets Act, which
requires customers’ money to be held in an
independent trust or an insurance policy.
Office for National Statistics data
Some of the Group’s key performance
indicators rely on the total number of
estimated deaths for each period. This
information is obtained from the Office
for National Statistics (‘ONS’).
The initial publication of recorded total
estimated deaths in Britain for the 52 weeks
in 2013 was 560,000 compared to 551,000
for 2012. Historically, the ONS has updated
these estimates from time to time. As in
previous years, the Group does not restate any
of its key performance indicators when these
figures are restated in the following year.
Although annual deaths have declined
significantly since the early 1990s from
640,000 to a low of 539,000 in 2011, the
last five years have seen a more stable number
of reported deaths between 539,000 and
560,000 per annum.
Stable industry
The number of deaths in the UK is stable and
predictable. Annual variations are relatively
small. In the last 30 years, the year on year
variation has always been less than five per
cent, with most years below two per cent.
Competition
Whilst a precise list of all funeral directors
is not available, data from Matter
Communications and Yell suggest that the
number of funeral directors in the UK has
increased from approximately 4,300 in
1998 to 5,500 in 2013.
Although competition is increasing, the nature
of a service business is that the quality of
service being provided is not known in advance.
Consequently, reputation and recommendation
remain a key driver in someone’s choice of
funeral director.
With crematoria, amongst other things,
planning laws require there to be a need for a
new crematorium in a particular area. This can
be difficult to prove and can be an emotive
subject for local residents. This, combined with
availability of land and the high capital cost
of construction has limited the growth in the
number of crematoria in the UK.
Pre-arranged funeral plans allows the Group
the opportunity to gain incremental funerals.
Our national network allows us to work with
national partners offering a funeral plan
anywhere in the UK.
Forward look
There is not currently any regulation
pending that would materially affect the
funeral industry. The ONS expects the number
of deaths per annum to start to increase at
some point before 2020.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
07
From the Chairman
Source of business (%)
100
90
80
70
60
50
40
30
20
0
72%
14%
Closest location
13%
Pre-arranged
funeral plans
1%
Other
Reputation,
recommendation &
previous experience
Source: Dignity client survey
Mike McCollum, Chief Executive
Forward look
In the last 10 years, Dignity has strengthened
its position in each of the markets that it
operates, doing so in a way that provides
excellent customer service whilst delivering
consistent returns to its shareholders.
Whilst past performance is not necessarily
a guide to the future, the Group believes
that its strategy is still appropriate for the
current market.
“
In the last 10
years, Dignity has
strengthened its
position in each of
the markets that it
operates in.
Key points
11.9%Dignity’s funeral market
share.
9.9%Dignity’s crematoria
market share.
323,000
The number of unfulfilled
pre-arranged funeral plans.
98.1%In 2013, 98.1 per cent of
respondents to our client
survey said that they would
recommend us.
See Our strategy and business
model: p.08 and p.09
See KPIs: p.18
See Client survey: p.19
See Operating review: p.22 to p.27
Dignity’s strong position within the industry
Funeral services
Dignity has approximately 12 per cent of the
funeral market. This gives the Group sufficient
size to operate its locations efficiently in a
way that shares expensive resources such as
mortuaries and specialist vehicles, whilst
providing very high levels of service to each
family it looks after.
This size still gives the Group good scope to
acquire owner managed businesses in areas
where it is not well represented. This was
demonstrated well with the acquisition of
Yew in 2013.
Crematoria
With 39 crematoria, Dignity is the largest single
operator in the UK. With approximately 10 per
cent of the crematoria market, this still gives it
significant scope to expand through acquisition
or new builds where possible.
Pre-arranged funeral plans
Dignity’s national network of funeral locations
and strong relationships with many different
affinity partners has allowed it to sell
significant volumes of pre-arranged funerals
that should represent incremental activity
for the funeral division.
Quality and consistency of service
Excellent customer service is critical to
the success of the Group. As explained on
page 19, this is monitored closely with results
demonstrating consistent levels of outstanding
service. A recent report by YouGov indicated
that 88 per cent of people were either very
pleased, fairly pleased or were neither pleased
nor displeased with the funeral they had
organised. In 2013 by contrast, 99.2 per cent
of families said that Dignity met or exceeded
their expectations.
08
Dignity plc
Annual Report & Accounts 2013
Our strategy and business model
Our strategy defines the direction for Dignity and our key objectives
for delivering against it. Through our clear and consistent strategy
and resilient business model, Dignity is well positioned to continue
to create value and deliver long-term sustainable growth.
Our Strategy
Our Key Objectives
Key Points
We plan to grow the profitability
of our business by:
• Operating in a traditional market
where people use our services
based on our reputation and
through recommendations,
where we believe our continued
commitment to excellent service
for our clients will generate
a high level of referral and
organic growth;
• Continuing to control our
operating costs;
• Developing or acquiring additional
funeral locations;
• Developing, managing or acquiring
additional crematoria;
• National marketing of pre-arranged
funeral plans, principally through
affinity partners; and
• Efficient use of our balance sheet
to enhance shareholder returns.
Ensuring the highest levels of client
service excellence:
• High levels of client service demonstrably
1
affect clients’ willingness to recommend our
services. Recommendations and our reputation
generate approximately 72 per cent of our
funeral business.
98.1%In the 2013 client survey
98.1 per cent of respondents
would recommend us.
See Client survey: p.19
Recruiting, developing and retaining the
best people:
• Our employees are central to the success of
2
the business. We seek to recruit and retain the
best people through appropriate remuneration
and ongoing training.
29%The percentage of Dignity
employees who have over
10 years service.
See CSR: p.34 to p.41
3
Continued investment:
• We invest significantly in our existing
businesses to ensure it is of the highest
standard, both in client facing areas and
behind the scenes. We also seek to invest in
new businesses that will help Dignity grow
and create value for shareholders.
£78.9 million
£18.2 million invested
in capital expenditure and
£60.7 million in acquiring
new locations.
See Operating review: p.22 to p.27
Growing our business responsibly:
• As an industry leader, we aim to be both
successful and good corporate citizens.
4
5
Delivering long-term shareholder returns:
• Our business is driven by relatively predictable
factors over long periods of time. This allows
us to operate and fund our business in a way
that generates value over the long-term.
FTSE4Good
Dignity is identified as a
company that meets globally
recognised standards of
corporate responsibility.
See CSR: p.34 to p.41
£261 million
Since flotation, £261 million
has been returned to
shareholders.
See Financial review: p.28 to p.31
Find out more about how we
are delivering on our strategy:
p.10 to p.17
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
09
h
How we align remuneration
to strategy
The majority of Executive
Directors’ remuneration
is conditional on achieving
short and long-term financial
performance targets.
Find out more in the Report on
Directors’ remuneration:
p.54 to p.67
Developing and Growing Our Business
What We Believe In
Our core business
Funeral services
Each year we invest in the refurbishment of our funeral
properties, the renewal of our fleet and staff training initiatives
enabling our people to provide the highest standards of
client service.
Crematoria
We continue to invest in our crematoria facilities to provide
peaceful gardens of remembrance and chapels for our clients.
What we are here to do:
• To help people at one of the most
difficult times in their lives.
How we do this:
• With compassion, respect, openness
and care.
What we want to be:
Pre-arranged funeral plans
We continue to work closely with our affinity partners and
funeral locations for the sale of pre-arranged funeral plans.
• The company that everyone knows they
can trust in their time of need.
Other growth opportunities
We also develop and grow our business through:
• the acquisition of well established and well respected
funeral businesses;
• the opening of new satellite funeral locations;
• the construction of new crematoria;
• management of local authority owned crematoria; and
• developing new affinity partner relationships for the sale
of pre-arranged funeral plans.
Find out more about our business
operations, actions and progress:
p.22 to p.27
10
Dignity plc
Annual Report & Accounts 2013
Delivering on our strategy
Ensuring the highest levels
of client service
We continue to
prioritise service
and care.
Overview
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Dignity plc
Annual Report & Accounts 2013
11
Serving the people in our local communities at one
of the most difficult times in their lives remains at
the heart of everything we do and we are committed
to providing the highest standards of service and
care and to helping our clients every step of the
way when they need us.
Why service quality is important to our business
• We are focused on service because our clients do not
use us by chance. Three quarters have used us before
or choose us because of recommendation and reputation.
They return and recommend us because of the quality
and consistency of service we provide.
• We continue to prioritise service and care. The responses
we receive to our client surveys demonstrate our ongoing
commitment to this. The results of our client surveys for
2013 continue to be at exceptionally high levels, with 99.2
per cent of respondents saying that we met or exceeded
their expectations.
See Client survey: p.19 and Operating review: p.22 to p.27
99.2%In the 2013 client survey
99.2 per cent of respondents
said that we met or exceeded
their expectations.
12
Dignity plc
Annual Report & Accounts 2013
Delivering on our strategy continued
Recruiting, developing and
retaining the best people
Our people continue
to be integral to
our success.
Overview
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Dignity plc
Annual Report & Accounts 2013
13
We have over 2,700 experienced and dedicated
people from the communities they serve or from
families that have been in the funeral profession for
generations. We value our people, promote diversity
and recognise achievement and long service.
Why our people are so important to our business
• The performance we achieve is a result of the hard work,
dedication, and diligence of all our people.
• We continue to focus on ongoing training and development
of our staff to enable them to fulfil their potential, giving
them the skills to be able to meet our clients’ expectations.
Recruiting, developing and retaining our best people enables
us to continue to improve our operations and the quality
of the service we provide to our clients.
29%29 per cent of our staff
have over 10 years service.
See more about our people in CSR: p.36 to p.38
14
Dignity plc
Annual Report & Accounts 2013
Delivering on our strategy continued
Continued investment
We continue to
develop and invest
in our business.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
15
One of Dignity’s strengths is that we continually
invest in our established funeral businesses, crematoria,
fleet and staff so that our clients experience the very
best service and facilities. We also seek new businesses
that will help Dignity grow.
Why continued investment is important to our business
• Ongoing investment in client facing areas and behind the
scenes is critical to ensuring the greatest care possible can
be given to families and their loved ones. Investment in our
crematoria helps our facilities to provide the best possible
service to the families and funeral directors that use them.
• In January 2013, Dignity expanded its presence in the
North of England by acquiring 40 funeral locations and
two crematoria (the Yew Acquisition) at a cost of £58.3
million. An additional £1.6 million has been invested in
these businesses with a further £2 million – £2.5 million
earmarked for 2014 to further enhance the services they
provide to their clients.
• Ongoing investment in our business ensures that we continue
to lead the funeral profession for client service and care.
See Operating review: p.22 to p.27
£14.2 million
The amount Dignity has
invested in 2013 on new fleet
and improving locations.
16
Dignity plc
Annual Report & Accounts 2013
Delivering on our strategy continued
Growing our business responsibly
We are wellpositioned
tocontinue to deliver
sustainable growth.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
17
As one of the leaders in the funeral profession we
aim to be both successful and good corporate citizens.
We aim to achieve our business objectives in a caring
manner, acting responsibly in all our relationships and
playing a positive role in the communities we serve.
Why growing our business responsibly is important
• At Dignity we understand that how we perform and
take care of our reputation, our clients, our people, the
environment and the local communities we serve, as well
as how we plan for the future needs of our business are of
critical importance to us having a sustainable and ethical
business that continues to deliver long-term value for all
our stakeholders.
• In turn, through our clear and consistent strategy
and resilient business model, we believe that Dignity
is well positioned to continue to deliver long-term
sustainable growth.
£83,000
Dignity raised approximately
£83,000 for its corporate
charity, Marie Curie Cancer
Care, in 2013.
See more about community initiatives in CSR: p.41
18
Dignity plc
Annual Report & Accounts 2013
Our key performance indicators
The Group uses a number of performance
indicators to both manage the business and
ensure that the Group’s strategy and objectives
are being delivered.
How we align KPIs to strategy
Each KPI reflects a
quantifiable measure of
different aspects of the
Group’s strategy. They act
as headlines for the Board,
allowing them to then use
more detailed management
information to consider the
Group’s strategy and financial
performance in greater depth
where appropriate.
Group Performance
KPI
KPI definitions
52 week
period ended
27 December
2013
52 week
period ended
28 December
2012
Developments in 2013
Total estimated number
of deaths in Britain
(number)
This is as reported by the
Office of National Statistics.
560,000 551,000
The number of deaths was
higher than the previous year.
Over the last three years, the
number of deaths has been
broadly flat.
Funeral market share excluding
Northern Ireland
(per cent)
This is the number of funerals
performed by the Group in Britain
divided by the total estimated
number of deaths in Britain.
11.9% 11.2%
The Yew Acquisition has
increased market share.
Number of funerals performed
(number)
This is the number of funerals
performed according to our
operational data.
68,000
63,200
55,500
50,500
9.9% 9.2%
323,000 290,000
Changes are a consequence of
the total number of deaths and
the Group’s market share.
Changes are a consequence of
the total number of deaths and
the Group’s market share.
This increase reflects the
additional locations acquired
and the maturing of recently
constructed crematoria.
This increase reflects continued
strong sales activity offset by the
crystallisation of plans sold in
previous years.
72.1p
62.8p
Strong growth following the
increase in operating profits.
£78.4m £69.4m
Strong growth driven by the core
business as well as acquisition
activity.
£94.2m £83.3m
The Group continues to convert
operating profits into cash
efficiently.
Number of cremations performed
(number)
Crematoria market share
(per cent)
Unfulfilled pre-arranged
funeral plans
(number)
Underlying earnings per share
(pence)
Underlying operating profit
(£million)
Cash generated from operations
(£million)
This is the number of cremations
performed according to our
operational data.
This is the number of cremations
performed by the Group divided
by the total estimated number
of deaths in Britain.
This is the number of pre-arranged
funeral plans where the Group has
an obligation to provide a funeral
in the future.
This is underlying profit after tax
divided by the weighted average
number of Ordinary Shares in
issue in the period.
This is the statutory operating
profit of the Group excluding profit
(or loss) on sale of fixed assets
and external transaction costs.
This is the statutory cash
generated from operations
excluding external transaction
costs and exceptional pension
contributions.
A summary of the Group’s financial record for the last
five years can be found on p.119 and p.120
Overview
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Dignity plc
Annual Report & Accounts 2013
19
The Dignity client survey
In addition to these key performance indicators, we also
closely monitor the results of our client surveys to ensure we
continue to maintain the highest levels of excellent client service.
In the last five years, we have received over 165,000 responses.
The Client Survey Performance
Why it is important
Ensuring the highest levels of client service is one of our key strategic objectives
and is fundamental to our continued success.
How we performed in 2013
The results of the client survey clearly demonstrate client service is at the heart of
everything we do and the quality of our service remains at consistently high levels.
Reputation and recommendation
High standards of facilities and fleet
99.2% (2012: 99.3%)
99.2 per cent of respondents said that we met
or exceeded their expectations.
99.9% (2012: 99.8%)
99.9 per cent thought our premises were clean and tidy.
98.1% (2012: 98.2%)
98.1 per cent of respondents would recommend us.
99.8% (2012: 99.8%)
99.8 per cent thought our vehicles were clean and
comfortable.
Quality of service and care
In the detail
99.9% (2012: 99.9%)
99.9 per cent thought our staff were respectful.
99.7% (2012: 99.7%)
99.7 per cent thought our staff listened to their
needs and wishes.
99.2% (2012: 99.3%)
99.2 per cent of clients agreed that our staff had fully explained
what would happen before and during the funeral.
98.9% (2012: 98.9%)
98.9 per cent said that the funeral service took place on time.
99.2% (2012: 99.3%)
99.2 per cent agreed that our staff were
compassionate and caring.
98.7% (2012: 98.8%)
98.7 per cent said that the final invoice matched the
estimate provided.
20
Dignity plc
Annual Report & Accounts 2013
Our summary performance in 2013
The Group has performed strongly in 2013. Revenue has increased
12 per cent, underlying operating profits have increased 13 per cent
and underlying earnings per share have increased 15 per cent.
We continued to make good progress across all our operations.
Find out more about our Group financial performance: p.28 to p.31
Operational and Financial Summary
Funeral services
Crematoria
Pre-arranged funeral plans
Group operating profits share (%)
Group operating profits share (%)
Group operating profits share (%)
7%
64%
29%
Funeral services
Crematoria
Pre-arranged funeral plans
+12%Revenue up 12%
to £176.2 million
Revenue (£m)
+15%Revenue up 15%
to £53.8 million
Revenue (£m)
323,000
Total unfulfilled pre-arranged
funeral plans increased to 323,000
Total number of unfulfilled plans
138.5
143.3
146.5
176.2
157.9
180
160
140
120
100
80
60
40
20
0
53.8
46.6
41.6
37.5
34.4
55
50
45
40
35
30
25
20
15
10
5
0
323,000
290,000
265,000
238,000
216,000
325,000
300,000
275,000
250,000
225,000
200,000
175,000
150,000
125,000
100,000
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
+12%Underlying operating profit
up 12% to £60.8 million
+18%Underlying operating profit
up 18% to £27.4 million
+3%Underlying operating profit
up 3% to £6.7 million
Underlying operating profit (£m)
Underlying operating profit (£m)
Underlying operating profit (£m)
47.3
49.3
50.8
54.2
60.8
70
60
50
40
30
20
10
0
27.4
23.3
19.9
21.3
17.6
30
25
20
15
10
5
0
6.5
6.7
5.5
4.3
3.5
7
6
5
4
3
2
1
0
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
2009
2010
2011
2012
2013
Overview
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Governance
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Dignity plc
Annual Report & Accounts 2013
21
A year of continued progress
and investment across our operations
Key Features
The Yew Acquisition
The acquisition of 40 funeral locations and two crematoria
for £58.3 million was the largest single acquisition for the
Group since flotation.
Detailed planning prior to acquisition ensured operational
control was taken with the minimum of disruption to
staff and families.
£1.6 million has been invested in the locations and
associated fleet in 2013. Further investment of £2.0 million –
£2.5 million is planned in 2014. This, together with working
closely with the committed staff will help to provide families
with an even greater level of service than in previous years
from those locations.
Find out more about the integration of Yew and other key actions
and progress in Funeral services: p.22 and p.23
Developments in our Crematoria portfolio
Continued investment in new memorial stock, the
properties and training of staff has shown benefits in 2013.
Find out more about developments in Crematoria: p.24 and p.25
No.1 for client service
2013 was another record year for the Group’s customer
service centre, winning first prize in the ‘Top 50 Call Centres
for Customer Service’ awards for a second consecutive year.
Find out more about our achievement in excellent client service and other
actions and progress in Pre-arranged funeral plans: p.24, p.26 and p.27
22
Dignity plc
Annual Report & Accounts 2013
Operating review
Service excellence
Our client surveys remain a crucial
tool for monitoring and maintaining
our excellent levels of client service.
“
Continued investment
is critical to maintaining
our high standards
of care.
Andrew Davies
Operations Director
Key points
£60.8 million
The funeral division
contributed £60.8 million
of operating profits in
the period.
690 locations
The Group’s national
coverage is achieved
through 690 locations.
£12.5 million
£12.5 million has been
invested in capital
expenditure across the
funeral portfolio.
11.9%The Group’s market share
is now 11.9 per cent
following the Yew
Acquisition.
Introduction
As a result of the acquisition of Yew in the
period, which made a material contribution to
operating profits, commentary on the Group’s
operating performance will consider activity
excluding acquisitions as well as overall
performance in order to provide a fair and
balanced review of the Group’s activities
in the period.
Funeral services
Overview
Funeral services relate to the provision of
funerals and ancillary items, such as
memorials and floral tributes.
Performance
As at 27 December 2013, the Group operated
a network of 690 (2012: 636) funeral locations
throughout the United Kingdom, generally
trading under local established names.
During the period, the Group conducted
68,000 funerals (2012: 63,200), with
approximately 5,500 of these arising from
acquisitions in the period.
Approximately two per cent of all funerals
were conducted in Northern Ireland.
Excluding Northern Ireland, these funerals
represent approximately 11.9 per cent (2012:
11.2 per cent) of total estimated deaths in
Britain and 11 per cent excluding current year
acquisitions. Whilst funerals divided by
estimated deaths is a reasonable measure
of our market share, the Group does not have
a complete national presence consequently,
this calculation can only ever be an estimate.
Underlying operating profits were £60.8
million (2012: £54.2 million), an increase
of 12 per cent. Excluding acquisitions,
operating profits increased six per cent
to £57.7 million.
This strong underlying performance has been
achieved through successful execution of our
strategy, with the number of deaths versus
the prior year assisting overall performance.
Average incomes per funeral increased and
remained robust, with no discernable
reduction in discretionary spending.
The Yew funeral locations have performed
well and in line with expectations at the time
of acquisition.
Progress and Developments
Investment in the core portfolio
Significant cash resources continue to be
used to maintain the Group’s locations and
fleet. In 2013, £10.9 million was invested in
maintenance capital expenditure. In addition,
£1.6 million was invested in the Yew portfolio.
We believe this investment in client facing
areas and behind the scenes is critical in
ensuring the greatest care possible can be
given to a family’s loved one.
Funeral location portfolio
The Group’s funeral location portfolio
increased significantly in the period following
the Yew Acquisition, which added 40 locations.
In addition, there were 12 new satellite
locations, together with five locations from
other acquisitions and three closures.
In the last four years we have opened 74
satellite locations. Collectively these locations
made a small profit in 2013, in line with the
Board’s expectations.
Outlook
The funeral division has performed strongly in
the year and with the Yew Acquisition, further
focus on satellite locations and a strong core
portfolio, is well placed for the future.
Overview
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Dignity plc
Annual Report & Accounts 2013
23
2
1
3
1. John Ward & Son in Daventry,
relocated to new premises during
the period.
2. Angie Goodfellow, Funeral
Manager, Northamptonshire.
3. E Hurton & Son in Retford was
substantially refurbished following
the Yew Acquisition.
Actions and progress
£10.9 million of capital investment has been made in
the period to maintain the high quality of the locations
and fleet.
Customer service remains at very high levels and the
Group remains focused on maintaining this.
In focus
The integration of Yew
As explained to shareholders at the time of acquisition,
the integration of the Yew Holdings locations not only
meant transferring them to the Group’s operating
systems and policies, but also required capital investment.
£1.6 million has been invested to date with a further
£2 million – £2.5 million expected to be invested in 2014.
We believe this investment in client facing areas and
behind the scenes is critical in ensuring the greatest care
possible can be given to a family’s loved one.
Right: Ann Kitto, Funeral Manager at B Bernard & Sons
in Scarborough, one of 40 locations acquired as part
of the Yew Acquisition in January 2013.
24
Dignity plc
Annual Report & Accounts 2013
Operating review continued
Serving local communities
Memorial services are held at our
crematoria to help the local communities
remember their loved ones.
“
We continue to
explore ways to
increase the number
of crematoria
we operate.
Steve Gant
General Manager, Crematoria
Key points
39 crematoria
Dignity remains the
largest single operator
of crematoria in Britain,
operating 39 crematoria.
£2.0 million
The portfolio changes in
the year represents an
investment of £2.0 million.
2 locations
The Group has acquired two
crematoria in the period.
Crematoria
Overview
Crematoria services relate to cremation
services and the sale of memorials and
burial plots at the Group’s crematoria
and cemeteries.
Performance
The Group remains the largest single operator
of crematoria in Britain, operating 39 (2012:
37) crematoria as at 27 December 2013. The
Group performed 55,500 cremations (2012:
50,500) in the period, representing 9.9 per
cent (2012: 9.2 per cent) of total estimated
deaths in Britain.
Operating profits were £27.4 million (2012:
£23.3 million), an increase of 18 per cent.
Excluding the Yew Acquisition, operating
profits increased 13 per cent to £26.4 million.
Whilst the division has benefited from the
increase in the number of deaths, good
memorial sales, cost control and the
maturing profile of recently opened locations
have contributed to the success in the period.
Progress and Developments
Investment of £2.0 million has been made
in the year at two locations that were recently
acquired from local authorities as part of
arrangements to improve their facilities.
A further £1 million is expected to be incurred
in 2014 to complete these projects. The
Group has also invested £1.7 million in its
existing locations in the period.
The Group is negotiating options over a
number of pieces of land where the potential
for a crematorium exists. Whilst development
of these is not expected to be successful in all
cases, they represent a potential opportunity
to create new facilities in areas that are
deficient at present, whilst representing a
potential opportunity to enhance shareholder
value. One such option relates to land near
Aylesbury. A planning application for the site
has recently been rejected and the Group is
currently considering its options. The Group
is also awaiting the results of a planning
application in Peterlee.
Outlook
The Group continues to identify further
locations suitable for new crematoria and
is also continuing to seek partnerships
with local authorities. Progress on this is
expected to be slow, albeit this supports the
relative robustness and value of the Group’s
existing locations.
Pre-arranged funeral plans
Overview
Pre-arranged funeral plans represent the sale
of funerals in advance to customers wishing
to make their own funeral arrangements and
the marketing and administration costs
associated with making such sales. The
Group continues to have a strong market
presence in this area. These plans represent
potential future incremental business for
the funeral division, as the Group expects
to perform the majority of these funerals.
Performance
Operating performance in the period has been
strong, with operating profits of £6.7 million
(2012: £6.5 million). In recent years, the
Group has received monies from the trusts, in
line with the relevant trust’s deed, which have
been assessed by the trustees as not required
to ensure the trust has sufficient assets to
meet its future liabilities in respect of current
members (‘Recoveries’). As highlighted in
previous announcements, the Group has not
received any Recoveries from its pre-arranged
funeral plan trusts in 2013 (2012: £1.5 million).
Excluding Recoveries, operating profits
have increased 34 per cent. This improvement
reflects very focused, cost efficient marketing
combined with a small change in the relative
sales volumes of each affinity partner
together with incremental sales volumes
arising from sales made through the
Yew locations.
In overall terms, approximately 39,000
new plan sales were made and the number
of unfulfilled pre-arranged funeral plans
increased to 323,000 (2012: 290,000)
as at 27 December 2013.
Overview
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Dignity plc
Annual Report & Accounts 2013
25
1
2
3
1. Haltemprice Crematorium
was acquired as part of the Yew
Acquisition in January 2013.
2. Steve Wilkinson, Commercial
Accountant and Ciaran Nolan,
National Acquisitions Manager,
help to identify locations for new
crematoria.
3.The Group has significantly
invested in Weston-super-Mare
Crematorium.
Actions and progress
Work has continued throughout the year to further develop
our staff and improve the grounds for our families to use to
spend time remembering their loved ones.
In focus
Enfield Crematorium, Haringey developments
Investment has been made in the crematorium and
grounds at Enfield, which was taken over in 2012 from
Haringey Council, resulting in modern, welcoming facilities
for our clients, including a new waiting room and audio
visual capabilities.
Behind the scenes, the cremators have been replaced and
new mercury abatement equipment installed. This has
represented a total investment of £1.3 million to date.
Left: Investment in Enfield Crematorium, Haringey
has resulted in improvements to the grounds and
modern, welcoming facilities.
26
Dignity plc
Annual Report & Accounts 2013
Operating review continued
A trusted partner
Various partners, such as Age UK,
trust us enough to associate their
brand and introduce their customers
to our products.
“
Pre-arranged funeral
plans represent
significant amounts
of potential future
business for the Group.
Steve Wallis
General Manager, Pre-arrangement
Key points
323,000
There were 323,000
unfulfilled pre-arranged
funeral plans at the end
of the period. This reflects
strong sales through the
Group’s affinity partners
and funeral locations.
39,000
Focused marketing
activity has resulted in
approximately 39,000
new funeral plan sales
in the period.
Whilst the contribution to this year’s
operating profit from the marketing activity
is reported at the time of sale, it is important
to recognise that the sales made represent
approximately £100 million of future business
to be performed by the funeral division.
These revenues will potentially be recognised
when the funeral is performed.
Whilst the Trustees may seek the views of the
Group, any investment decision is ultimately
their view. It is expected that the review will
result in a broader range of asset classes
being held in the future. The objective will
be to generate additional investment returns
in the long-term for a similar level of risk.
As with all the Group’s operating profits,
pre-arranged funeral plan profits convert
efficiently into cash.
Progress and Developments
The increase in the number of unfulfilled
plans includes approximately 9,000 from the
acquisition of Yew. Approximately two thirds
of these should be performed by the Group.
The Group has continued to work hard at
developing its portfolio of affinity partners
and has formed a number of new partnerships
in the period with organisations in the retail
and financial services arena with further
trials expected in 2014.
For the second year running, the Group’s
customer service centre, based at its head
office in Sutton Coldfield, gained first
prize in the annual ‘Top 50 Call Centres
for Customer Service’ awards. This means
the team have now been in the top five for
the last five years, a unique outstanding
achievement and direct, independent
evidence of the quality of service the
Group provides.
The financial position of the independent
trusts holding members’ monies is crucial,
given the Group ultimately guarantees the
promises made to members. At the end
of 2013, the Trusts held over £0.5 billion
of assets. The latest actuarial valuations
of the pre-arranged funeral plan trusts
(at 27 September 2013) showed them to
have sufficient assets to pay out all funerals
at the current projected rates anticipated
by the actuary. The Trustees, the majority
of whom are independent of the Group, are
currently midway through a review of the
Trust’s investment strategy on which they
are taking independent investment advice.
Outlook
Opportunities for growth continue through
the development of existing relationships
and the creation of new ones.
Central overheads
Overview
Central overheads relate to central services
that are not specifically attributed to a
particular operating division. These include
the provision of IT, finance, personnel and
Directors’ emoluments. In addition and
consistent with previous periods, the Group
records the costs of incentive bonus
arrangements, such as Long-Term Incentive
Plans (‘LTIPs’) and annual performance
bonuses, which are provided to over 100
managers working across the business.
Developments
Costs in the period were £16.5 million (2012:
£14.6 million), an increase of 13 per cent.
This increase reflects general cost increases,
increased head count, legal advice to protect
the Group’s main trademarks and the costs of
incentive arrangements for the whole Group.
Outlook
Further investment in central resources is
expected in 2014. This will be focused around
support for the greater use of technology in
locations. Investment is also being made in
additional personnel resource. This will help
to release operational managers from some
of the complexities and burdens of recent
legislation, allowing them to focus more
on maintaining the high quality of service
to families.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
27
2
3
1
1. Chris Sykes, Funeral Manager
at Dignity’s new branch in Skipton.
2. Sally Harvey, Client Services
Manager and Menna Styles, Client
Liaison Officer.
3. All staff in the Client Service
Centre receive extensive training.
Nathalie Brown, Client Service Advisor;
Annette Smith, Trainer; Craig Harvey,
Client Service Advisor and Julie Smith,
Senior Performance Manager.
In focus
No. 1 for customer service
Over the past year, our client service centre has been
working hard to sustain its reputation as one of the top
call centres in the UK. For the second consecutive year,
Dignity was voted No.1 in the ‘Top 50 Call Centres for
Customer Service’ awards.The awards are the largest
benchmarking for customer service within UK businesses
and they recognise the most outstanding business
leaders in customer service.
We are very proud of this outstanding achievement
and this award is further testament to the high quality
of service provided to our customers. It binds our values
and demonstrates our relentless focus on service
excellence. We continue to strive to set the highest
standards and exceed levels of service to both existing
and new customers.
Left: Julie Smith, Senior Performance Manager,
in Dignity’s award winning Client Service Centre
in Sutton Coldfield.
Actions and progress
It is a testament to the quality of our service that Dignity
Funeral Plans are the preferred product for some of the
UKs most highly respected companies in the retail and
financial services arena. These include Age UK, RIAS,
Liverpool Victoria, Legal & General and Skipton Building
Society. They trust us to provide great quality and service.
28
Dignity plc
Annual Report & Accounts 2013
Financial review
A strong financial
performance
Steve Whittern, Finance Director
“
The Group continues
to maintain an
efficient capital
structure.
Key points
• Underlying earnings per
share have increased
15 per cent.
• Funding for the Yew
Acquisition was well
supported.
• £61.9 million returned
to shareholders.
Introduction
These financial results have been prepared
in accordance with International Financial
Reporting Standards (‘IFRSs’).
Financial highlights
The Group’s financial performance is
summarised below:
52 week 52 week
period period
ended ended
27 Dec 28 Dec Increase
2013 2012 %
Revenue (£million) 256.7 229.6 12
Underlying operating profit (a) 78.4 69.4 13
(£million)
Underlying profit before tax (a) 52.9 46.1 15
(£million)
Underlying earnings per share(a) 72.1 62.8 15
(pence)
Underlying reporting measures
The Board believes that whilst statutory
reporting measures provide a useful indication
of the financial performance of the Group,
additional insight is gained by excluding certain
non-recurring or non-trading transactions.
Accordingly, the following information is
presented to aid understanding of the
performance of the Group:
52 week 52 week
period period
ended ended
27 Dec 28 Dec
2013 2012
£m £m
Operating profit for the
period as reported 75.1 68.7
Deduct the effects of:
Loss/(profit) on sale of fixed assets 0.1 (0.1)
External transaction costs 3.2 0.8
Cash generated from operations 94.2 83.3 13
(£million)
Underlying operating profit 78.4 69.4
Net finance costs (25.5) (23.3)
See Our strategy and business
model: p.08 and p.09
See KPIs: p.18
See Principal risks
and uncertainties: p.32 and p.33
Operating profit (£million) 75.1 68.7 9
Profit before tax (£million) 49.6 45.4 9
Basic earnings per share 72.8 65.1 12
(pence)
Dividends paid in the period:
Interim dividend (pence) – 5.36 n/a
Final dividend (pence) 10.75 9.77 10
Return of Cash (£million) 61.9 – n/a
(a)Underlying amounts exclude profit (or loss) on sale of fixed
assets, external transaction costs and exceptional items.
The Board has proposed a dividend of 11.83
pence per Ordinary Share as a final distribution
of profits relating to 2013 to be paid on 27
June 2014, subject to shareholder approval.
Underlying profit before tax 52.9 46.1
Tax charge on underlying profit
before tax(b) (12.9) (11.7)
Underlying profit after tax 40.0 34.4
Weighted average number
of Ordinary Shares in issue
during the period (million) 55.5 54.8
Underlying EPS (pence) 72.1p 62.8p
Increase in Underlying EPS (per cent) 15% 14%
(b)Excludes exceptional tax credit of £3.5 million
(2012: £2.0 million).
Earnings per share
The Group’s earnings were £40.4 million
(2012: £35.7 million). Basic earnings per share
were 72.8 pence per share (2012: 65.1 pence
per share).
The Group’s measures of underlying
performance exclude the effect (after tax)
of the profit (or loss) on sale of fixed assets,
external transaction costs and exceptional
items. Consequently, underlying profit after tax
was £40.0 million (2012: £34.4 million), giving
underlying earnings per share of 72.1 pence
per share (2012: 62.8 pence per share), an
increase of 15 per cent.
This growth in excess of the growth in
operating profits reflects the leveraging effect
of the Group’s capital structure as well as
some benefit from the reduction in headline
Corporation Tax rates.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
29
Cash generation (£million)
100
90
80
70
60
50
40
30
20
0
94.2
83.3
74.5
74.2
65.3
2009
2010
2011
2012
2013
£94.2million
Cash generation remains
efficient.
13%
Underlying operating profits
have increased 13 per cent
to £78.4 million.
72.1pence
Underlying earnings per
share have increased to 72.1
pence per Ordinary Share.
External transaction costs include amounts
paid to external parties for legal, tax and other
advice in respect of the Group’s acquisitions
and in respect of the issue of Secured Notes
and Return of Cash to shareholders, where
accounting standards require these costs to
be expensed as incurred. As a result of the
Yew Acquisition and the issue of Secured
Notes, these costs are significantly higher
than in previous years.
Cash flow and cash balances
Cash generated from operations was £94.2
million (2012: £83.3 million) before external
transaction costs of £1.6 million (2012: £1.0
million) and exceptional contribution to the
Group’s pension scheme of £1.0 million
(2012: nil). This reflects the Group’s continued
ability to convert profits into cash. Cash
generation is stronger than the previous period
as a result of the growth in operating profits.
The Group continues to expect to convert its
operating profits efficiently into cash.
the prior year, as the Return of Cash in August
incorporated the interim dividend that would
have been paid in October.
Cash balances at the end of the period were
£142.3 million (2012: £55.6 million). The
Group had £20.3 million (2012: £16.1 million)
of cash that was, under the terms of the
Group’s securitisation, held in a separate
account and used to pay amounts falling due
on the Group’s Secured Notes on 31December
2013 (2012: 31 December 2012). In the prior
year, the Group also had Recoveries of £1.5
million that were also restricted under the
securitisation for one year following receipt.
These amounts totalling £20.3 million (2012:
£17.6 million) do not therefore meet the
definition of cash for cash flow reporting
purposes. A further £63 million (2012: £nil)
relating to the cash collateralisation of the
Group’s Liquidity Facility does not meet the
definition of cash, as explained later in this
Financial review.
Capital expenditure on property, plant
and equipment was £18.2 million (2012:
£20.4 million).
This is analysed as:
Approximately £24.1 million of the remaining
cash balance was immediately available
for acquisitions and developments and
approximately £24.8 million was set aside for
future Corporation Tax and dividend payments.
27 Dec 28 Dec
2013 2012
£m £m
Vehicle replacement programme
and improvements to locations 14.2 11.8
Branch relocations 1.1 1.0
Satellite locations 0.3 1.3
Development of new crematoria 2.0 4.4
Mercury abatement project 0.6 1.9
Total property, plant and equipment 18.2 20.4
Partly funded by:
Disposal proceeds (0.6) (0.8)
Net capital expenditure 17.6 19.6
In addition, the Group spent £60.7 million
on the acquisition of 45 funeral locations
and two crematoria.
Capital expenditure on mercury abatement
represents the monies incurred to complete
related civil works. The total spent to date is
£7.3 million, which completes the project.
The Group also paid dividends on Ordinary
Shares totalling £6.2 million (2012: £8.3
million) in the period. This is lower than
Further details and analysis of the Group’s
cash balances are included in note 15 to the
consolidated financial statements.
Pensions
The balance sheet shows a deficit of £1.0
million before deferred tax (2012: surplus
£0.1 million). This reflects the continued low
gilt yield and thus the discount rate used by
the actuary to calculate the liabilities at the
year end.
During the year, the Group consulted staff
and closed the defined benefit pension scheme
to new entrants. It also increased employee
contributions to 10 per cent, with the Group
contributing the same amount.
This coincided with the Group’s implementation
of auto enrolment. A defined contribution
scheme has been used, with both the employee
and employer contributing four per cent of
pensionable pay. Approximately two in every
three members of staff that were eligible
have remained in the auto enrolment scheme,
resulting in an incremental annual cash cost
to the Group of approximately £0.8 million.
30
Dignity plc
Annual Report & Accounts 2013
Financial review continued
£14.2million
£14.2 million has been
invested in maintaining our
property and fleet portfolio.
£61.9million
£61.9 million returned
to shareholders.
Taxation
The Group’s effective tax rate in the period
was 24.5 per cent (excluding the exceptional
rate change) (2012: 25.5 per cent). Following
the Government’s announcement to reduce
the rate of Corporation Tax in future years, the
Group expects its effective rate in 2014 to be
approximately 22.5 per cent.
The Group’s consolidated income statement
includes exceptional income of £3.5 million
which reflects the Chancellor’s reduction in
future headline Corporation Tax rates from
23 per cent to 20 per cent.
The Group’s cash tax payments were £10.9
million (2012: £8.6 million) in the period.
This increase follows the increasing profitability
of the Group and also reflects the comparative
period’s cash cost being lower because of
claims to complete use of tax losses, as
noted in earlier annual reports.
Capital structure and financing
Secured Notes
The Group’s principal source of long-term debt
financing is the Class A and B Secured Notes.
They are rated A and BBB respectively by
Standard and Poor’s (‘S&P’) and A+ and
BBB+ by Fitch.
The Board considers that maintaining a
leveraged balance sheet is appropriate for the
Group, given the highly stable and predictable
nature of its cash flows. This predictability is
matched in the Secured Notes. The principal
amortises fully over their life and is scheduled
to be repaid by 2031. The interest rate is fixed
for the life of the Secured Notes and interest is
calculated on the outstanding principal.
This has the benefit of enhancing shareholder
returns, whilst leaving sufficient flexibility to
invest in the growth of the business.
The Group’s primary financial covenant under
the Secured Notes requires EBITDA to total
debt service to be above 1.5 times. The ratio
at 27 December 2013 was 2.46 times (2012:
2.43 times), directly reflecting the improved
profitability of the Group. Further details may
be found in note 24.
Return of Value and share consolidation
On 30 July 2013, the Group completed a
further issue of Secured Notes with a nominal
amount of £75 million. This raised gross
proceeds of £97.7 million. £33 million was
used to repay the Group’s term loan taken
out in January 2013 to partly fund the
acquisition of Yew. £1 million was paid into
the Group’s defined benefit pension scheme.
£61.9 million was then returned to shareholders.
Following this, the Ordinary Shares were
consolidated on a 13 for 14 basis, maintaining
the comparability of financial indicators such
as the Group’s share price. Both S&P and Fitch
reaffirmed the ratings of the Notes as part
of the transaction. This represents the third
releveraging of the Group’s capital structure,
confirming the Group’s commitment to an
efficient balance sheet. Excluding normal
dividends, the Group has now returned
approximately £206 million to shareholders
since flotation; approximately 112 per cent
of its initial market capitalisation.
Ordinary Shares in issue
In January 2013, the Group issued 2,283,019
new Ordinary Shares, raising £24.2 million,
which was used to partly fund the acquisition
of Yew. This, followed by the issue of 395,825
Ordinary Shares to satisfy LTIP and SAYE
vestings and the subsequent share consolidation,
meant that the Group had 53,343,871 Ordinary
Shares in issue at the balance sheet date.
Liquidity Facility
The Group’s Secured Notes are supported by
a Liquidity Facility provided by the Royal Bank
of Scotland (‘RBS’). This facility is designed to
support the first 18 months of debt service due
in the event of a default. Following the issue
of Secured Notes in 2013, the facility was
increased to £63 million. This is a committed
facility for the life of the Notes and serves to
support the rating ascribed by S&P and Fitch.
In late 2013, S&P downgraded certain RBS
entities. As a result, this downgrade triggered
a clause in the facility that gave the Group a
30 day period in which to force RBS to cash
collateralise the facility by placing funds with
the Bank of New York Mellon. If the Group did
not take this action within this period, then
no cash collateralisation could be forced on
RBS in the future, even if they were downgraded
further. The Group therefore enforced this right.
This does not have a material impact of the
Group’s net finance cost in 2014 and, whilst
the cost of the facility in this cash collateralised
state will increase over time, the Group is
exploring ways to amend its terms within
the next twelve months so that cash
collateralisation is no longer necessary.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
31
£370.1million
Periodically, the Group has
used its stable cash flows to
releverage its capital structure
and return cash to
shareholders.
Outlook
• The Group does not have
an obligatory refinancing
event until 2018.
• The Group is exploring
ways to amend the terms
of the Liquidity Facility.
See KPIs: p.18
Net debt (£million)
400
350
300
250
200
150
100
50
0
311.1
312.7
299.6
370.1
247.1
2009
2010
2011
2012
2013
The Group’s gross debt outstanding was
£435.1 million (2012: £343.5 million).
Net debt was £370.1 million (2012: £299.6
million), including the premia on the Secured
Notes. The increase in gross debt reflects the
issue of Further Secured Notes partly offset
by the amortisation profile of the Existing
Secured Notes and associated premia. Gross
debt includes £5.7 million (2012: £4.2 million)
that was repaid on 31 December 2013.
The balance sheet includes £419.3 million
of gross amounts owing on all Secured Notes.
At the balance sheet date, the market value
of the Secured Notes was £475.2 million.
Net finance costs
The Group’s finance expense substantially
consists of the interest on the Class A and B
Secured Notes and ancillary instruments.
The net finance cost in the period relating to
these instruments was £23.6 million (2012:
£22.7 million).
Finance costs of £0.6 million (2012: £0.5
million) were incurred in respect of the
Crematoria Acquisition Facility, with a further
£0.7 million incurred for other debt funding
described above.
Other ongoing finance costs incurred in the
period amounted to £1.1 million (2012: £0.7
million), including the unwinding of discounts
on the Group’s provisions, other financial
liabilities net of interest capitalised in
accordance with IAS 23.
Interest receivable on bank deposits was
£0.5 million (2012: £0.4 million). Net finance
income of £nil million (2012: £0.2 million)
was recognised in respect of the Group’s
pension scheme in accordance with IAS 19.
Forward-looking statements
Certain statements in this Annual Report
are forward-looking. Although the Board
believes that the expectations reflected
in these forward-looking statements are
reasonable, it can give no assurance that
these expectations will prove to have been
correct. Because these statements involve
risks and uncertainties, actual results may
differ materially from those expressed
or implied by these forward-looking
statements.
If this action is not completed, then the Group
would incur an incremental finance cost which
would increase to £0.3 million in 2018.
Given the legalities of the facility and the
restricted nature of the cash, accounting
standards mean that the cash is shown on the
Group’s balance sheet as ‘Cash and cash
equivalents – collateralisation of Liquidity Facility’
and the associated liability is shown as ‘Financial
liabilities – collateralisation of Liquidity Facility’.
Crematoria Acquisition Facility
At the balance sheet date, the Group owed
£15.8 million on its Crematoria Acquisition
Facility, having drawn the remaining £5.8 million
in January to partly fund the Yew Acquisition.
At that time, the facility was renegotiated and is
now repayable in one amount in February 2018.
Interest is fixed at approximately 3.3 per cent.
Other debt funding
In January 2013, the Group received a
£34 million term loan to partly fund the Yew
Acquisition. This was repaid in July following
the issue of further Secured Notes.
Net debt
The Group’s net debt is analysed as:
27 Dec 28 Dec
2013 2012
£m £m
Net amounts owing on Class A and B
Secured Notes (310.0) (318.9)
Net amounts owing on Class A and B
Secured Notes – issued 2013 (93.0) –
Add: unamortised issue costs (13.0) (14.6)
Add: unamortised issue costs
– issued 2013 (3.3) –
Gross amounts owing on all
Class A and B Secured Notes (419.3) (333.5)
Net amounts owing on Crematoria
Acquisition Facility (15.6) (10.0)
Add: unamortised issue costs on
Crematoria Acquisition Facility (0.2) –
Gross amounts owing (435.1) (343.5)
Accrued interest on
Class A and B Secured Notes (11.6) (11.6)
Accrued interest on Class A and B
Secured Notes – issued 2013 (2.7) –
Accrued interest on Crematoria
Acquisition Facility – (0.1)
Cash and cash equivalents (1) 79.3 55.6
Net debt (370.1) (299.6)
(1) Cash held as collateral for the Liquidity Facility has been excluded
as it does not meet the definition of cash and cash equivalents
in IAS 7. See notes 16(f) and 21(d) for further details.
32
Dignity plc
Annual Report & Accounts 2013
Principal risks and uncertainties
Effective risk management
How we align risks to strategy
Our principal risks and
uncertainties focus on
matters that could have a
direct impact on our strategy
and key priorities.
Our approach to risk management
This section highlights the principal risks affecting the Group,
together with the key mitigating activities in place to manage
those risks.
The Group manages the operational and financial risks
described through a combination of regular Board reports
and also monthly and weekly management information that
is reviewed by the Executive Directors.
Risk process
Our risk process is designed to identify, evaluate and manage
our operational and financial risks.
Risk governance
The full risk register is considered and readopted every
six months by the Audit Committee.
Risk management process
Overall Board responsibilities
Risks and impact identified
• Risks mapped to controls currently in place
• Residual risks prioritised for mitigation
• Confirmed with the Board
Existing control enforced and tested
• Remedial action plans implemented
• Board member accountable
Controls identified
• Suggested action plans agreed
• Options for controls identified and costed
• Plans approved by the Board
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Annual Report & Accounts 2013
33
Operational risk management
Risk description
Mitigating activities
Change
Significant reduction in
the death rate
Nationwide adverse
publicity
Ability to increase average
revenues per funeral or
cremation
Significant reduction in
market share
Demographic shifts
in population
Competition
Taxes
Regulation of pre-arranged
funeral plans
There is a risk that the number of deaths in any
year significantly reduces. This would have a
direct result on the financial performance of
both the funeral and crematoria divisions.
The profile of deaths has historically followed
a similar profile to that predicted by the ONS,
giving the Group the ability to plan its business
accordingly.
Nationwide adverse publicity could result in a
significant reduction in the number of funerals
or cremations performed in any financial period.
This would have a direct result on the financial
performance of that division.
Operating profit growth is in part attributable
to the Group’s ability to increase the average
revenue per funeral or cremation. There can
be no guarantee that future average revenues
per funeral or cremation will be maintained
or increased.
This risk is addressed by ensuring appropriate
policies and procedures are in place, which are
designed to ensure excellent client service.
These policies and procedures retain flexibility
for the business to serve families in accordance
with local traditions.
The Group believes that its focus on excellent
client service helps to mitigate this risk.
It is possible that other external factors, such
as new competitors, could result in a significant
reduction in market share within funeral or
crematoria operations. This would have a direct
result on the financial performance of those
divisions.
The Group believes that this risk is mitigated
for funeral operations by reputation and
recommendation being a key driver to the
choice of funeral director being used and for
crematoria operations is mitigated by difficulties
associated with building new crematoria.
There can be no assurance that demographic
shifts in population will not lead to a reduced
demand for funeral services in areas where
Dignity operates.
The UK funeral services market and crematoria
market is currently very fragmented.
There can be no assurance that there will not
be further consolidation in the industry or that
increased competition in the industry, whether
in the form of intensified price competition,
service competition, over capacity or otherwise,
would not lead to an erosion of the Group’s
market share, average revenues or costs and
consequently a reduction in its profitability.
There can be no assurance that changes will not
be made to UK taxes, such as VAT. VAT is not
currently chargeable on the majority of the
Group’s services. The introduction of such a tax
could therefore significantly increase the cost to
clients of the Group’s services.
Pre-arranged funeral plans are not a regulated
product, but are subject to a specific financial
services exemption. Changes to the basis of any
regulation could affect the Group’s opportunity
to sell pre-arranged funeral plans in the future.
In such situations, Dignity would seek to follow
the population shift.
There are barriers to entry in the funerals
services market due to the importance of
established local reputation and in the
crematoria market due to the need to obtain
planning approval for new crematoria and the
cost of developing new crematoria.
There are currently specific exemptions
under European legislation for the UK on the
VAT treatment of funerals. Any change would
apply to the industry as a whole and not
just the Group.
Any changes would apply to the industry as
a whole and not just the Group.
Financial risk management
Risk description
Mitigating activities
Change
The nature of the Group’s debt means that
the denominator is now fixed unless further
Secured Notes are issued in the future.
This means that the covenant headroom
will change proportionately with changes
in EBITDA.
Financial Covenant under
the Secured Notes
Key:
Risk exposure increased
Risk exposure decreased
No significant change
The Group’s Secured Notes requires EBITDA
to total debt service to be above 1.5 times.
If this financial covenant is not achieved, then
this may lead to an Event of Default under
the terms of the Secured Notes, which could
result in the Security Trustee taking control
of the securitisation group on behalf of the
Secured Noteholders.
In addition, the Group is required to achieve a
more stringent ratio of 1.85 times for the same
test in order to be permitted to transfer excess
cash from the securitisation group to Dignity plc.
If this stricter test is not achieved, then the
Group’s ability to pay dividends would be
impacted.
The Group’s releveraging in the period reduces
headroom against these covenants.
An assessment of the Group’s exposures to financial risks and a description of how these risks are managed are included in note 2 to the consolidated financial statements.
34
Dignity plc
Annual Report & Accounts 2013
Corporate and social responsibility
Managing a sustainable business
“
We understand that
how we take care of
our reputation, our
clients, our people and
the environment as
well as how we plan
for the future needs
of our business is of
critical importance
to our having a
sustainable and
ethical business.
What we believe in
• What we are here to do:
To help people at one of
the most difficult times
in their lives.
• How we do this:
With compassion, respect,
openness and care.
• What we want to be:
The company that everyone
knows they can trust in
their time of need.
See Delivering on our strategy:
p.10 to p.17
See Client survey: p.19
See Governance: p.42 to p.70
Introduction
Conducting our business responsibly is one of
our fundamental values and a key element of
our business growth strategy. Behaving in an
ethical manner, working safely, reducing our
environmental impact, developing our people
and contributing to the communities we serve
enables us to create long-term value for
our stakeholders.
We define our reporting in terms of our
workplace, the environment and the
communities of which we play an important
part. We strive to improve the way that we
perform, manage and report on corporate and
social responsibility (‘CSR’) matters across
all aspects of our business. Within Dignity,
Corporate Services Director, Richard Portman,
is accountable for CSR and under this remit
identifies major issues and reports these
to his fellow Board members.
Governance and sustainability
The governing principles of Dignity are that
we are here to help people at one of the most
difficult times of their lives and we do this with
compassion, respect, openness and care. Our
objective is to be the company that everyone
knows they can trust in their time of need.
Our values, which are enshrined in our
governing principles, are a fundamental part
of our culture. By living these values, we ensure
that we operate in a responsible way and that
we aim to deliver the excellent service upon
which our business depends.
The flat management structure of Dignity
means that local management are empowered
to make decisions that provide quick and
effective solutions to the needs of their clients,
businesses and the communities they serve.
Only four per cent of our employees are based
at our head office in Sutton Coldfield where
they perform such necessary business tasks
as Finance, IT and Human Resources. This
approach demonstrates our commitment to
providing staff in locations where they can
directly help and support our clients.
Richard Portman, Corporate Services Director
Business integrity and ethics
We make our clients feel confident in us
so that they are reassured they are being
served by responsible individuals working
for a responsible company.
Dignity has been identified by the FTSE Group
in its FTSE4Good initiative as a company that
is working towards environmental sustainability,
developing positive relationships with
stakeholders and upholding and supporting
universal human rights.
We build trust and respect with everyone
touched by our business operations – our
clients, our colleagues, our suppliers, trade
associations, local authorities and members
of the communities we serve. Everyone at
Dignity is encouraged to understand that
at all times they are an ambassador for the
Company and that the future success of
the business depends on its reputation.
Our Code of Conduct ensures that staff
are aware of the principles that govern how
we operate in the business environment and
explains the standards of behaviour that all
our employees are expected to adhere to.
The Code of Conduct states that all clients
should be supported during the funeral
arrangements, at the service or when choosing
a memorial or funeral plan in a sensitive
manner. We should be compassionate and
caring; pay attention to detail; spend as
much time as the client needs; be open and
straightforward and keep in regular contact
with the client.
Our CSR approach
O u r People
nities
u
m
m
o
C
r
u
O
Building trust
with all our
stakeholders
Striving for
excellence in
everything
we do
Our Environ m e
&
S
a
fe
Making
a positive
impact on our
communities
H
e
a
l
t
h
Meeting our
responsibilities
to our clients,
suppliers &
partners
ty
n t
Overview
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Dignity plc
Annual Report & Accounts 2013
35
We strive to improve the way that we perform,
manage and report on CSR matters across
all aspects of our business.
Our CSR commitments
Objectives
Performance summary
People development
We value our people and understand,
respect and value personal and cultural
differences. Dignity is committed to high
standards of employment practice and
aims to encourage, retain and develop
successful employees.
See Our People: p.36 to p.38
• To ensure our staff have the skills to be
able to meet and exceed our clients’
expectations.
• To train and develop our staff to the
very highest standards, enabling them
to fulfil their potential.
• To develop and retain our people
enabling us to improve our operations
and the quality of service we provide
to our clients.
• Dignity reviews employment
applications and appointments to
ensure that we comply with all
employment legislation.
• A record is kept of training courses
attended by each employee and this
is analysed to help develop future
training requirements.
Health & safety
Our business is conducted in such a
way as to ensure as far as is reasonably
practical, the health, safety and welfare
of all our employees and all persons who
may be attending our premises.
• To create a culture of workplace safety
so that our staff understand and abide
by legislation and guidelines ensuring
their own health and safety and that of
their colleagues and clients.
• To maintain our physical assets and
minimise the risk of injury to help us
preserve the integrity of our operations.
• Health and safety is proactively
monitored via quarterly return
analysis, premises inspections, health
surveillance, line manager observations
of how tasks are performed and regular
reports to the Board.
• Investigating accidents, collation and
analysis of statistics and ill health
investigation reactively monitors health
and safety.
See Health & Safety: p.39
Environment
We are committed to maintaining the
quality of the environment in which we
all live and we aim to reduce the impact
of our operations so that we act in an
environmentally friendly manner.
See Our Environment: p.40
Community engagement
We are committed to making a difference
to our clients and to improving the
welfare of all who live in the communities
we serve.
See Our Communities: p.41
• To promote environmental issues
and sustainability, seeking new
initiatives that enable us to become
more efficient, reduce operational
costs and minimise the impact of our
business activities on the environment.
• Dignity submits its carbon data
to the Carbon Disclosure Project,
a not for profit organisation that
measures disclosures from thousands
of organisations across the world’s
major economies.
• To make a positive contribution to the
• Improving the welfare of the
local communities we serve.
• To build closer relationships with
the communities we serve, helping
us to promote our business and gain
a greater understanding of our clients’
and communities needs.
communities we serve is embedded
in our corporate culture and is
enthusiastically supported by our staff.
• All funds raised for our corporate charity
are recorded in detail and deposited
into a specific bank account. Any funds
raised are allocated to the geographical
region that generated them.
36
Dignity plc
Annual Report & Accounts 2013
Corporate and social responsibility continued
The quality and integrity
of our people
People development
What we focus on:
• Training and development.
• Recognising achievement.
• Promoting diversity.
• Employee engagement.
2013 Highlights
29%29 per cent of Dignity staff
have over 10 years service.
20%20 per cent of the 28
senior managers within
Dignity are female.
5 years
The average length of service
for a Dignity employee is
five years.
People and values
Our people principally come from the towns
and cities they serve or from families that
have been in the funeral profession for
generations and are dedicated to delivering
excellent client service.
We are committed to high standards of
employment practice and aim to encourage,
retain and develop successful employees.
Our employees are critical to the continued
success of Dignity and staff turnover is low.
A detailed job description identifying key
responsibilities and competencies for each
role in addition to a personal specification for
the ideal applicant have been developed to
aid recruitment. These enable the interviewer
to assess each candidate’s suitability for the
role to which they have applied. When
interviewing for management positions,
competency based interviews are held and
candidates are expected to be able to clearly
demonstrate their experience and expertise
during the selection process.
As in previous years there continues to be
an equal split of male and female staff. The
Board of Directors has 20 per cent female
representation and 20 per cent of senior
managers are female.
Our culture
Our Code of Conduct is reinforced in a
staff handbook, ‘Helping our clients every
step of the way’, which is given to all new
employees working in our funeral locations.
The aim of the brochure is to embed all new
employees into the Dignity culture and to
remind existing members of staff of the
standards of behaviour and attitudes that
are expected of them. A similar brochure,
‘Serving our communities’ is provided to
our staff working at our crematoria.
The Code of Conduct is also published
on the Dignity plc investor website –
www.dignityfuneralsplc.co.uk.
Part of Dignity’s growth has been through
the careful acquisition of other funeral
businesses. Upon acquisition, many
proprietors continue to be involved in
management or consultancy roles and Dignity
provides support to all staff that join the
Company as part of an acquisition to further
improve the service they provide to clients.
Dignity provides additional support to staff
development through its Welfare Trust, which
provides funds for professional training and
hardship grants. The Trust has approximately
£1.6 million available for future use.
Performance, reward and recognition
Managing performance is critical to ensuring
our people fulfil their potential and meet
the needs of our clients. In a competitive
marketplace we recognise the importance of
financially rewarding employees appropriately
for the value they bring to the business.
Managing, motivating and supporting
our people
Whether it’s at the start of a career through
our training initiatives, a flexible job for working
parents or carers, or a second or third career
for someone later in life, we offer opportunities
and support for people to fulfil their potential.
In 2013, we encouraged our staff to
participate again in our SAYE scheme and
potentially benefit from the Company’s
success.
Dignity has rewarded its loyal staff with long
service awards totalling approximately
£0.2 million in 2013.
Overview
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Dignity plc
Annual Report & Accounts 2013
37
In focus
Training and development initiatives
During 2013, Dignity’s Training Department has delivered
a management development programme for junior
managers to provide them with the skills to manage our
business in an effective and sustainable manner.
This programme includes courses on Financial
Analysis, so that managers understand how to read and
understand management accounts; People Management
including leadership, motivation, recruitment, development
and communicating with your team; Managing Meetings
at Work; Problem Solving; Presentation Skills and The
Importance of Being Client Focused.
Our Training Department has also continued to deliver
courses that provide our people with the skills they require
to maintain the exceptionally high standards of customer
service we deliver and to ensure that our rigorous
procedures are followed in all branches.
Left: Jonte Thomson, one of Dignity’s Training
Managers that delivered the management
development programme.
1
3
2
1. Elizabeth Murray Bruce,
Administrator, Enfield Crematorium,
Haringey.
2. Lisa Farley, Branch Support
Administrator and Pauline Bourke,
Funeral Service Arranger, Droitwich
Spa Funeral Services.
3. Angie Goodfellow, Funeral
Manager, Northamptonshire.
38
Dignity plc
Annual Report & Accounts 2013
Corporate and social responsibility continued
Senior managers (%)
Male (80%)
Female (20%)
Employee ratio (%)
Male (50%)
Female (50%)
Employee service
Less than 1 year (12%)
1 – 4 years (33%)
5 – 9 years (26%)
10 – 19 years (20%)
Over 20 years (9%)
Employee engagement
To achieve our business objectives we need
engaged employees dedicated to our vision
and values.
Dignity publishes a quarterly in house
magazine, ‘Dignity Express’, to enable the
Group’s Directors, managers and employees
to communicate objectives, explain financial
performance, client satisfaction results and
share best practice and news in a cost
effective manner. ‘Dignity Express’ is
supplemented by monthly news bulletins
to keep all employees informed of what
is happening within the organisation.
Staff are encouraged to discuss suggestions
and ideas with their line managers.
Training and development
Dignity’s investment in training enables our
staff to provide our clients with the highest
standards of service and care.
Dignity has a number of training centres
around the UK and provides employees
with both in house and external training
programmes. External training includes
both relevant job training and tutoring for
professional qualifications including the
National Association of Funeral Directors
(‘NAFD’) Diploma in Funeral Directing
and Membership of the British Institute
of Embalming.
The courses provided by our Training
Department are assessed via feedback from
delegates and line managers with a view to
guaranteeing that they are relevant and
add value to the contribution made by
each employee.
Our on the job training concentrates on
a “buddy” system where an experienced
member of the team provides new
operational staff with guidance on the
responsibilities of their role, our professional
practices and company procedures in
addition to demonstrating our commitment
to being a client focused organisation.
Promoting diversity
Dignity businesses recruit their people
from the communities they serve and we
are successful in understanding the needs
of our clients because our employees
reflect the diversity of that community.
Within Dignity there is no discrimination
on the grounds of gender, race, religion, age
or sexual orientation in terms of recruitment
or career advancement. We encourage
colleagues to show respect and understanding
to each other and prejudice of any kind
will not be tolerated.
Objectives for 2014
• To reward and retain successful
employees;
• To ensure that all our people are aware of
the principles that govern how we operate
and the standards of behaviour they are
expected to adhere to;
• To analyse training records to develop
future training requirements; and
• To ensure that courses provided by our
internal Training Department and on the
job training provides our people with the
necessary skills to meet our client’s needs
and expectations.
Overview
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Dignity plc
Annual Report & Accounts 2013
39
Health and Safety continues
to be a key priority
Case study
Health & Safety initiative
The combined weight of a deceased and a
coffin has frequently been reported in local
and national media as a significant issue
at the time of a funeral as it occasionally
presents unfortunate challenges with regard
to where the funeral service can take place
e.g. maximum capacity permitted at a
particular crematorium.
From a funeral directing perspective,
knowledge of such aspects allows Dignity to
advise clients appropriately on the options
available at their time of need. In addition, it
allows us to allocate the necessary resources
to each funeral in terms of equipment
and employees.
The manual handling regulations stipulate
that knowledge of the weight to be lifted is
intrinsic to the risk assessment process.
Dignity are in the process of installing
electronic weighing machines with a view to
assisting our high levels of service to clients
combined with ensuring compliance with
our welfare obligations to employees.
Objectives for 2014
• To monitor health and safety proactively
via quarterly return analysis, premises
inspections, health surveillance, line
manager observations of how tasks are
performed and regular reports to the
Board; and
• To monitor health and safety reactively
by investigating accidents, collating
and analysing statistics and ill health
investigation.
Health & Safety
What we focus on:
• Ensuring safety.
• Proactive management.
• Employee welfare.
• Occupational safety.
2013 Highlights
360360 members of staff have
now completed a health and
safety course.
200There are now 200 health
and safety co-ordinators
embedded across the
business.
17%There has been a17per
cent reduction in the number
of accidents reported on
Dignity premises over the
last five years.
Health & Safety management
Effective health and safety management
continues to be vital to Dignity and a key priority
of the Directors. We are committed to protecting,
as far as is reasonable, the health, safety and
welfare of all our employees and all persons
who may be attending our premises.
Dignity has a full time Health and Safety
Manager who is dedicated to these issues and
is supported by eight Health & Safety Officers.
This network of Regional Health & Safety
Officers cover our funeral trading regions.
Dignity’s head office, crematoria and
manufacturing facility also have their own
manager with responsibility for Health and
Safety. The majority of these managers and
officers have qualifications from the National
Examination Board in Occupational Safety
and Health (‘NEBOSH’).
What we achieved in 2013
Dignity has 12 managers with qualifications
from NEBOSH. Within this group there are also
nine that possess the NEBOSH Fire Certificate.
Dignity also has 137 managers or officers that
have successfully completed the Institution of
Occupational Safety and Health (‘IOSH’) course.
There are also 213 employees that have
completed the Chartered Institute of
Environmental Health (‘CIEH’) Working
Safely one day course.
The number of accidents reported has been
reduced by 17 per cent over the last five years.
During 2013, Dignity’s manufacturing facility
in East Yorkshire began working towards
ISO18001 Occupational Health & Safety
& Environment accreditation.
Health & safety training (number)
12
137
213
0
20 40 60 80 100 120 140 160 180 200 220
Employees with NEBOSH qualification: 12
Employees with IOSH qualification: 137
Employees with CIEH qualification: 213
40
Dignity plc
Annual Report & Accounts 2013
Corporate and social responsibility continued
Committed to
environmental
sustainability
Environment
What we focus on:
• Reducing our carbon
footprint.
• Reducing energy
consumption.
• Promoting sustainable
development.
• Minimising our
environmental impact.
2013 Highlights
29,000
Approximately 29,000
cremations at Dignity
crematoria were mercury
abated during 2013.
899Dignity now has 899
electricity smart meters
installed in our premises
to reduce our energy
consumption.
5%The data that Dignity
submits to the Carbon
Disclosure Project shows
that the company has
reduced its figure for metric
tonnes of CO2 equivalent
by five per cent over the
past five years.
See more about carbon reporting
in the Directors’ report: p.69
Environmental management
Everyone at Dignity is committed to
maintaining the quality of the environment
in which we all live. All areas of the business
aim to operate in accordance with our
environmental policy and use energy and
natural resources efficiently. We recognise
the impact of our operations on local
surroundings and our aim is to reduce
this and operate in an environmentally
friendly manner.
What we achieved in 2013
Our business continues to have a low
environmental impact and its activities are
not expected to give rise to any significant
environmental risk over the next 12 months.
Waste generated is properly disposed of in
accordance with current legislation and steps
are taken to recycle waste wherever this is
practical. We are investing in energy efficient
technology and Dignity has reduced its energy
consumption by installing 899 smart meters at
its premises. This figure represents 92 per cent
of our target.
Approximately 29,000 cremations at Dignity
crematoria were mercury abated during 2013,
representing 52 per cent of the total number
of cremations and a 61 per cent increase on
the number of mercury abated cremations
in 2012.
Dignity’s coffin manufacturing facility in
East Yorkshire has ISO14001 accreditation,
an internationally accepted standard for an
effective Environmental management system
that is designed to address the balance
between maintaining profitability and reducing
environmental impact. Our coffins are
manufactured using raw materials that are
sourced from well managed and sustainable
sources. 97 per cent of the coffins manufactured
by Dignity are from Forest Stewardship
Council (‘FSC’) accredited timber.
Dignity aims to reduce its future carbon
footprint and in 2013 Dignity continued to
submit its data to the Carbon Disclosure
Project. This is a not for profit organisation that
aims to improve the environment by measuring
disclosures from thousands of organisations
across the world’s major economies.
Case study
Environmental initiative
In 2013, Dignity undertook an energy
reduction project at its Business Centre in
Walthamstow, London. These premises were
traditionally one of the highest consumers
of electricity in Dignity’s property portfolio.
As part of this project environmentally
friendly LED lighting was installed in
addition to passive sensors that turn lights
off automatically if it cannot detect that
staff are present in that part of the building.
The refrigeration system in the mortuary
was also updated during 2013 and a control
mechanism fitted to the heater in the garage
area that automatically turns off the heating
when the garage doors are opened.
These initiatives have seen a 50 per cent
reduction of the premises electricity usage
compared with 2012.
Objectives for 2014
• To continue to install LED lighting in
our premises;
• To continue to install intelligent heating
controls and energy management
initiatives across the estate; and
• To develop an Environmental Awareness
document for communication to all
employees.
Overview
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Dignity plc
Annual Report & Accounts 2013
41
Making a positive
difference in our local
communities
1
3
4
2
1. Suzanne Tanner, Administrator at W J Winn
in Cornwall who raised £1,800 for breast cancer
charities with charity founder Nina Barough.
2. Kevin Banham, Regional Manager – Anglia
and Jennie Myers, Funeral Director at L Fulcher
in Bury St Edmunds at a fundraising Tea Party
for Marie Curie Cancer Care.
3. Armistice Day Service at Heart of England
Crematorium, Nuneaton.
4. Funeral Directors, Alex Thornhill and Gareth
Wall of W S Harrison in Newcastle upon Tyne
raised £1,200 for their local hospice.
Community engagement
A strong local focus
Building strong links with the communities in which we
operate through local engagement and charitable giving
enhance our reputation and enable us to give something
back to the local communities we serve.
Dignity raised approximately £83,000 during 2013 for its
corporate charity, Marie Curie Cancer Care through a variety
of fund raising initiatives and sponsored events. Dignity also
raised money for Marie Curie Cancer Care by taking part in
their national campaigns such as The Great Daffodil Appeal,
where branches sold the charity’s lapel badges and The
Blooming Great Tea Party where staff sold hot drinks, snacks
and homemade cakes for a charitable donation.
To demonstrate our values and principles Dignity people have
provided financial support to many local sports, music and
social clubs; helped to restore a historic church and raised
funds for many other national and regional charities.
£83,000
Dignity raised approximately
£83,000 for its corporate charity,
Marie Curie Cancer Care, in 2013.
2,000
Dignity staff around the UK took
part in the Easter Egg Challenge
and collected 2,000 chocolates
to distribute to people in hospices,
children’s homes, hospital wards
and local good causes.
“
It is very rewarding
to know we play an
important role in the
local communities
we serve.
“
As well as supporting our chosen corporate
charity, Marie Curie Cancer Care, our staff
devote their time to many local good causes
and charities relevant to them and the areas
in which they live and work.
To find out more about how we make a difference:
www.dignityfunerals.co.uk/community
42
Dignity plc
Annual Report & Accounts 2013
Chairman’s introduction to governance
“
Good governance is taken seriously
at all levels within the Group and it is the
responsibility of the Board both to lead
by example and set the tone.
Dear Shareholder,
I am pleased to present the Group’s Corporate
Governance Report for 2013 on behalf of our Board. Our
report is intended to provide shareholders with a clear and
comprehensive explanation of what good governance means
and more particularly what it means to us as the Board of
Dignity and by extension how it guides our decision making.
Good governance is taken seriously at all levels within the
Group and it is the responsibility of the Board both to lead
by example and set the tone. It means ensuring that an
effective internal framework of systems and controls exists
which includes clearly defined authorities and accountability
which promotes success, whilst allowing risks to be
managed to proper and appropriate levels. This involves
the exercise of judgement which is the responsibility of
the Board who give appropriate consideration to the views
of shareholders and other stakeholders.
Our Report for 2013 explains Dignity’s approach to
Corporate Governance with separate reports being included
from each of the Board Committees. We are reporting in
line with the UK Corporate Governance Code (the ‘Code’)
which was published in September 2012 and I am pleased
to advise that Dignity has complied with all relevant
provisions throughout the period ending 27 December
2013. This is explained in more detail in the following pages.
Lastly, I would like to advise that our first externally
facilitated evaluation of the Board was completed in 2013.
The outcome was very good and we received some useful
feedback for improvement. This is discussed in more detail
in the Directors’ Statement on Corporate Governance on
page 46. Suggestions made by the external facilitator are
being implemented to ensure we continue to improve.
Peter Hindley
Chairman
5 March 2014
Compliance with the UK Corporate Governance Code
It is the Board’s opinion the Group has been fully compliant
with the Code throughout the 52 week period ending on
27 December 2013 and remained fully compliant at the
date the Annual Report for 2013 was published.
Directors’ Report
The Directors present their report for Dignity plc for the
period ending 27 December 2013.
Corporate Governance
The Group is committed to high standards of corporate
governance, details of which are given in this report and
the following other reports from:
• The Audit Committee;
• The Nomination Committee; and
• The Remuneration Committee.
The various sections of this report contain summarised
information from Dignity plc’s Articles of Association
(the ‘Articles’) and the Companies Act 2006 which is the
applicable English law concerning companies. The relevant
provisions of the Articles or the Companies Act should be
consulted if more detailed information is needed.
Overview
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Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
43
29
Our governance structure
The Board
The Board is responsible for the long-term success of the
Group which includes:
• Overall management of the Group;
• Setting and reviewing the strategy of the Group;
• Approval of major capital expenditure and acquisition projects, and
consideration of significant financial matters;
• Monitoring the exposure to key business risks;
• Setting annual budgets and reviewing progress towards
achievement of these budgets; and
• Proposing and making dividend payments to shareholders.
The Chairman
The Chairman is responsible for:
• The leadership of the Board;
• Ensuring the Board functions in all aspects of its role;
• Facilitating the effective contribution of the Non-Executive
Directors and ensuring constructive relations between Executive
and Non-Executive Directors;
• Ensuring all Directors receive accurate, timely and clear information;
• Setting the agenda so all relevant issues are discussed, ensuring
sufficient time is devoted to discussing issues particularly
strategic ones;
• Ensuring effective communication with stakeholders and acting
as the public face of the Group; and
• The Chairman also acts as the Chairman of the Group’s defined
benefit pension scheme and also as Chairman of the various
pre-arranged funeral plan trusts.
Non-Executive Directors
The Non-Executive Directors scrutinise, measure and review
the performance of the management; constructively challenge
and assist in the development of strategy; review the Group’s
financial information and ensure systems of internal control and
risk management are effective. There are four independent Non-
Executive Directors, the same number as the Executive Directors
as prescribed in the Code for listed companies included in the
FTSE 250 Index.
The Chief Executive and Executive Directors
The Chief Executive and Executive Directors are responsible for:
• Operational management and control of the Group on a day to day
basis, local operational decisions are the responsibility of the
local managers, who are accountable to the Chief Executive and
the Executive Directors;
• Formulating and proposing strategy to the Board; and
• Implementing the strategy and policies adopted by the Board.
Committees of the Board
There are three standing committees of the Board: the Audit
Committee; the Remuneration Committee and the Nomination
Committee. The Terms of Reference of these Committees are
set by the Board and are available on the Dignity plc corporate
website. Membership is reserved for the Independent Non-Executive
Directors save for the Nomination Committee that is chaired by
the Non-Executive Chairman. The Board Committee Reports are
on pages 56 to 67.
Executive Management Team
The Executive Management team consist of the following
Executive Directors and Senior Managers:
• Chief Executive: Mike McCollum;
• Finance Director: Steve Whittern;
• Operations Director: Andrew Davies;
• Corporate Services Director: Richard Portman;
• General Manager Crematoria: Steve Gant;
• General Manager Pre-arrangement: Steve Wallis; and
• Head of Business Development: Alan Lathbury.
The Dignity plc Board
(Chairman, Executive Directors and Independent Non–Executive Directors)
Board Level Committees
Audit Committee
(Independent Non–Executive Directors)
Remuneration Committee
(Independent Non–Executive Directors)
Nomination Committee
(Chairman and Independent
Non–Executive Directors)
Executive Management Team
44
Dignity plc
Annual Report & Accounts 2013
Board of Directors
“
The role of our experienced
Board is to lead the Group
with a view to the creation of
strong, sustainable financial
performance and long-term
shareholder value.
Peter Hindley (n)
(Non–Executive Chairman)
Mike McCollum
(Chief Executive)
Appointed to the Board: 2004
Appointed to the Board: 2004
Background and experience:
Peter has extensive experience of the
industry having been appointed Chief
Executive of Plantsbrook Group plc
in 1991. Following the acquisition
of Plantsbrook Group plc and Great
Southern Group plc by SCI in 1994,
he was appointed CEO of SCI (UK).
He subsequently led a management
buy out of the Group from SCI in
2002. The Company was then floated
on the Stock Exchange in 2004. Peter
became Non–Executive Chairman in
January 2009. Before entering the
funeral service industry, Peter spent
25 years in retailing, holding senior
positions in Debenhams, Burtons
and Harris Queensway. Peter was
appointed Chairman of the Steering
Committee of the French funerals
group OGF, SA in January 2014.
Background and experience:
Mike joined Dignity’s former parent,
SCI, in 1995 from KPMG Corporate
Finance in London. As Finance
Director he was part of the
management team that guided the
Group through the leveraged buy-out
in 2002 and IPO in 2004. He was
appointed Chief Executive in 2009.
He has a law degree from Birmingham
University, is a solicitor and also
holds an MBA from Warwick
University.
External appointments:
Non-Executive Director of
CVS Group plc.
Steve Whittern
(Finance Director)
Andrew Davies
(Operations Director)
Richard Portman
(Corporate Services Director)
Appointed to the Board: 2009
Appointed to the Board: 2004
Appointed to the Board: 2006
Background and experience:
Steve joined the Group in 1999 from
KPMG. He was appointed Finance
Director at the beginning of 2009,
having spent the previous two years
as Financial Controller, being
responsible for the Group's finance
function. Steve led the further debt
issue and Return of Value in 2010
and 2013, and the debt and equity
funding for the Yew Acquisition. Steve
is an FCA and holds a mathematics
degree from Warwick University.
External appointments:
None.
Background and experience:
Andrew joined his family owned
business in 1979 and worked
as a funeral director and embalmer
until the business was sold to Great
Southern Group in 1993. He then
held various management positions
within Great Southern Group and
following the acquisition by SCI
in 1994, held senior operational
positions within SCI (UK). He became
Operations Director in 2001 and was
a member of the management buy
out team in 2002.
External appointments:
None.
Background and experience:
Richard joined SCI from HSBC
as Chief Accountant in 1999.
Following the IPO, Richard was
appointed as Company Secretary
and became Corporate Services
Director in 2006. Richard is an FCA,
holds a geography degree from
Birmingham University, is a Fellow
of the Chartered Management
Institute and is a Member of the
Investor Relations Society.
External appointments:
None.
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Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
45
29
Board Committee Key
(a) Member of the Audit Committee
(n) Member of the Nomination Committee
(r) Member of the Remuneration Committee
Alan McWalter (a)(n)(r)
(Senior Independent Director)
Ishbel Macpherson (a)(n)(r)
(Non–Executive Director)
Appointed to the Board: 2009
Appointed to the Board: 2009
Background and experience:
Alan is a Non–Executive Chairman
of Churchill China plc, Constantine
Group plc, Kornicis Group Limited,
a Non–Executive Director of Haygarth
Group Limited and Senior Independent
Director of SDL PLC. Prior to these
roles Alan was Group Marketing
Director of Marks and Spencer plc
and before that held senior positions
with Kingfisher plc and Thomson
Consumer Electronics.
Background and experience:
Ishbel is a Non–Executive Director of
Galliford Try plc, Senior Independent
Non–Executive Director of Dechra
Pharmaceuticals plc, Senior
Independent Non–Executive Director
and Chairman of the Audit Committee
of Bonmarche Holdings plc and
Chairman of Speedy Hire plc.
Prior to those roles she held senior
positions with Barclays de Zoete
Wedd, Hoare Govett and Dresdner
Kleinwort Wasserstein.
Jane Ashcroft CBE (a)(n)(r)
(Non–Executive Director)
Martin Pexton (a)(n)(r)
(Non–Executive Director)
Appointed to the Board: 2012
Appointed to the Board: 2012
Background and experience:
Jane is Chief Executive of Anchor, a
leading provider of services to older
people and has held a number of
senior positions since joining them
in 1999. She is also Non–Executive
Chair of Care England and was
previously a Non–Executive Director
of Stroud & Swindon Building
Society. A graduate of Stirling
University, she is a Fellow of the
Institute of Chartered Secretaries
& Administrators, a Member of the
Chartered Institute of Personnel and
Development, a Trustee of Silver Line
and was created a CBE in the 2014
New Years honours list.
Background and experience:
Martin was previously Managing
Director of LMS Capital plc and
prior to that an Executive Director
of London Merchant Securities plc
and Personnel Director of the law
firm Allen & Overy. He has also in the
past held a number of non–executive
positions including roles with
Minerva plc and Inflexion plc as well
as a number with private companies.
He has an MBA from the London
Business School.
See Audit Committee report: p.50 to p.52
See Nomination Committee report: p.53
See Remuneration report: p.54 to p.67
46
Dignity plc
Annual Report & Accounts 2013
Directors’ statement on corporate governance
How the Board Functions
The Group is controlled through the Board of Directors that meets regularly throughout the year. Informal meetings are held
between individual Directors as required. The Board has adopted a formal Schedule of Matters Reserved to it. The structure
of the Board, together with explanations of responsibilities is shown on page 43.
The management of the Group on a day to day basis is delegated, via the Executive Directors, to an experienced senior and
middle management team whose size and structure is commensurate with the complexity of the Group’s activities. Managers
have the necessary skills and knowledge relevant to their areas of responsibility. The remainder of the responsibilities vest with
the Board however, certain capital expenditures and acquisition projects are delegated under the formally adopted Schedule of
Matters Reserved for the Board and the Expenditure Authorisation Policy.
All Directors are provided with the necessary papers in advance of the meetings to permit them to make informed decisions at
those meetings. The Board also considers employee issues and key appointments, including the role of Company Secretary.
The Board comprises eight Directors and the Non–Executive Chairman. There are the same number of independent Non–Executive
Directors and Executive Directors which the Board consider to be an appropriate and effective combination. The Board also
considers that four Executive Directors are sufficient to manage a Company of this size and organisational structure.
The four independent Non–Executive Directors who served for the period were: Jane Ashcroft, Ishbel Macpherson, Alan McWalter
and Martin Pexton. Biographical details for the Non–Executive Directors appear on pages 44 and 45. Their role is to challenge
constructively the management of the Group and help develop proposals on strategy. The Non–Executive Directors are chosen
for the their diversity of skills and experience. Each Non–Executive Director is appointed for a fixed term of two years, subject
to annual re-election by shareholders. This term may then be renewed by mutual consent up to a maximum of nine years in
accordance with the Code. Appointments beyond six years are also subject to rigorous review prior to approval. The Non–Executive
appointment letters are available from the Company Secretary.
Alan McWalter is the Senior Independent Director of the Group. His role is to provide a sounding board for the Chairman and
act as an intermediary for other Directors if needed and to be available to shareholders if necessary.
The Chairman and the Non–Executive Directors are required to, and have, formally confirmed to the Board that, mindful of their
other commitments they have, and will have, sufficient time to devote to their responsibilities as Directors of the Company.
Jane Ashcroft, Ishbel Macpherson, Alan McWalter, and Martin Pexton are independent of management, as defined by the Code.
All Directors are able to take independent professional advice on the furtherance of their duties if necessary at the Group’s
expense. They also have access to the advice and services of the Company Secretary, who is also the Corporate Services Director
and, where it is considered appropriate and necessary, training is made available to Directors. All Directors receive annual
training and updates on the duties and responsibilities of being a Director of a listed company. This covers legal, accounting
and tax matters as required. In addition any newly appointed director receives appropriate induction training.
The Company maintains appropriate insurance cover in respect of any legal action against its Directors. The level of cover is
currently £70 million.
The Directors have, during the period, formally reminded themselves of their duties as Directors under the Companies Act 2006
(Section 171-177). These duties include the need to avoid conflicts of interest (Section 175). No such conflicts of interest exist.
In accordance with the Code, all Directors will submit themselves for re-election at the forthcoming Annual General Meeting.
Board Appraisal
In accordance with the requirements of the Code, and as mentioned in the 2012 Annual Report, an external evaluation of the
Board and its Committees was completed during the period by Independent Audit Ltd. This is a specialist company, entirely
independent of the Group. This was the first time an external evaluation was completed and, in accordance with the
requirements of the Code, this will be completed on at least a three yearly basis going forward.
The evaluation included the circulation of a questionnaire to each Director to stimulate thinking prior to an interview with
the external assessor. The performance of individual Directors was considered as part of this process. The results of the
evaluation were then collated, discussed with the Chairman, a detailed report sent to all Directors followed by a presentation by
Independent Audit Ltd to the full Board at their meeting in September 2013. The evaluation concluded that the Board and its
Committees operate very effectively and there were no significant areas of concern. An action plan has been developed to
consider and address the development points identified, which mainly relate to minor administrative matters.
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Annual Report & Accounts 2013
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Board and Committee Attendance
Those attending and the frequency of Board and Committee meetings held during the year was as follows:
Audit Remuneration Nomination
Main Board(i) Committee Committee Committee
Number of meetings 8 3 4 2
Jane Ashcroft 8 3 4 2
Andrew Davies 8 2(ii) – –
Peter Hindley 8 3(ii) 4(ii) 2
Mike McCollum 8 3(ii) 1(ii) 1(ii)
Alan McWalter 8 3 4 2
Ishbel Macpherson 8 3 4 2
Martin Pexton 8 3 4 2
Richard Portman 8 3(iii) 4(iii) 2(iii)
Steve Whittern 8 3(ii) – –
(i) Only full Board meetings, of which there are usually six per annum, have been included in the attendance analysis together with two further meetings which were convened
to deal with the acquisition of Yew Holdings Limited and the issue of further Secured Notes and the Return of Value to shareholders. 13 further meetings were held with a
quorum of Directors to approve announcements, documents or the issue of shares under the LTIP and SAYE schemes.
(ii) In attendance by invitation of the respective Committee.
(iii) Richard Portman attended certain Committee meetings in his capacity as Company Secretary.
The Board believes that six full meetings per annum spread broadly equally across the year is the appropriate number required
to exercise effective governance and control. Further meetings, as occurred in 2013, are arranged if required.
When Directors are unable to attend a meeting, they are advised of the matters to be discussed and given an opportunity to
make their views known to the Chairman prior to the meeting. A process exists whereby such views will be included in the
minutes of the meeting if necessary.
Three meetings between the Chairman and the Non–Executive Directors, without the Executive Directors being present were held
during 2013. These are usually scheduled to occur before each full Board meeting.
The Company Secretary
The Company Secretary, Richard Portman, is responsible for the preparation and distribution of all agendas, minutes and
related Board and Committee papers. As Corporate Services Director, he attends the Board meetings in his capacity as a
Director of the Company but also acts as Secretary to those meetings. He attends the Committee meetings in his capacity as
Company Secretary and also as Secretary of those Committees when requested to do so by the Chairman of that Committee.
He is also responsible for ensuring all Board procedures are followed and for advising the Board on corporate governance
matters. The Board is happy that the role of Company Secretary is undertaken by the Corporate Services Director as, whilst
it might be considered more appropriate to have the roles separate, the Board believes it is the most cost effective and sensible
way of filling the role particularly given the skills and knowledge of the Corporate Services Director. The appointment and
removal of the Company Secretary is a matter for the Board as a whole.
Internal Control and Risk Management
The Board recognises it is responsible for the Group’s system of internal control and risk management, which is designed
to manage rather than eliminate the risk of failure to achieve business objectives and can provide only reasonable, and not
absolute, assurance against material misstatement or loss. A formal on going process of identifying, evaluating and managing
the significant risks faced by the Group was in place for the period and in place up to the date the Governance Report was signed
and approved for the Annual Report and Accounts 2013. This process was in place at the date of approval of the Annual Report
and is in accordance with the Code.
Internal controls are formally reviewed on an on going basis. Internal Audit completes a programme of work each year that
provides assurance that the internal controls have been tested are working effectively and also propose improvements where
appropriate and necessary. Coupled with this, the bi-annual review of the Risk Register provides a further formal review
mechanism for considering and reviewing internal controls. All such work is reported to and monitored by the Audit Committee
who recommends approval to the full Board and is discussed in the Audit Committee Report on pages 50 to 52.
The Audit Committee on behalf of the Board, as part of an on going process, has formally reviewed during the year and
continues to keep under review the effectiveness of the Group’s systems of internal controls, including financial, operational
and compliance controls and risk management systems. The Audit Committee reviews risk management annually and receives
reports from executive management regarding weaknesses in internal control, any losses arising out of weaknesses in internal
control and progress in implementing revised procedures to improve and enhance internal control. There have been no reports
of system weaknesses that have resulted or would have resulted in a material misstatement or loss.
48
Dignity plc
Annual Report & Accounts 2013
Directors’ statement on corporate governance continued
The key procedures, which operated throughout the period, are as follows:
• Financial reporting – The Group has a comprehensive system of internal budgeting and forecasting. The Group’s monthly
actual results analysed by operating division are reported to the Board and significant variances to budget are investigated with
revised forecasts prepared as necessary. Operational management receives comprehensive management accounts covering
their areas of responsibility, which forms the basis for the consolidated accounts;
• Financial controls – The Executive Directors have defined appropriate and necessary financial controls and procedures to be
employed by operational management. Key controls over major business risks include reviews against budgets and forecasts,
review against key performance indicators and exception reporting;
• Quality and integrity of personnel – One of the Group’s core values is integrity. This is regarded as vital to the maintenance
of the Group’s system of internal financial control. The Directors have put in place an organisational structure appropriate to
the size and complexity of the Group with defined lines of responsibility and delegation of authority where the Board considers
it necessary and appropriate;
• Internal audit – The Group has a dedicated Internal Audit team, which reports to the Audit Committee and the Chief Executive.
It coordinates the completion of self-assessment reports by operational management that assists in highlighting areas of
control weakness or exposure. Internal audit reviews are completed on such areas, together with selected areas of the head
office function and any area where a Director of the Audit Committee requests a review. During 2013 (as in 2012), there were
quarterly meetings between the Head of Internal Audit and the Executive Directors formally to review and discuss Internal
Audit’s work programme and findings. In addition, regular meetings between Internal Audit and the external auditors,
PricewaterhouseCoopers LLP, were held during the year to discuss and plan audit work and to ensure a complementary
approach. The Head of Internal Audit provides reports to the Audit Committee at every meeting;
• Procedures – The Group has established and documented processes and procedures covering most parts of its operations,
both client facing and in support departments. These provide clear guidance on the correct or most appropriate course of
action in various circumstances. Procedures are supplemented by training where needs have been identified. Both Internal
Audit and a comprehensive management structure monitor the adherence to such processes and procedures; and
• Risk assessment – Management has responsibility for the identification and evaluation of significant risks that might arise
in their area of responsibility, together with the design of suitable internal controls. This was in place throughout the accounting
period and at the date of approval of the Annual Report. The Executive Directors and the wider management team regularly
assess the risks. A Risk Register is maintained, which is formally presented to and reviewed by the Audit Committee twice
a year. The principal risks and uncertainties facing the Group are discussed on pages 32 and 33 of the Annual Report.
These procedures are designed to, amongst other things, help to provide assurance around the process of preparing
consolidated financial statements and the financial reporting system.
An explanation of how the Group creates and preserves value and the strategy for delivering its objectives is included in the
Operating review on pages 22 to 27.
Relationship with Shareholders
The Group encourages two-way communication with both its institutional and private shareholders and responds promptly to
any queries received.
The Chief Executive and Finance Director have regular meetings with institutional investors, fund managers and analysts to
discuss information made public by the Group. Where appropriate or if requested, such meetings could include either or both
the Chairman and the Senior Independent Director. The Chairman, Senior Independent Director and the Non–Executive Directors
are also available to meet separately with shareholders if necessary or requested to discuss any issues that they may have.
The Chairman is also available to discuss governance and strategy matters with the major shareholders.
The Corporate Services Director, in his additional role as Company Secretary, generally deals with queries from private
shareholders. The Board is as interested in their concerns as it is of institutional and corporate shareholders. All shareholders
are free to attend and put questions to the Board at the AGM on 5 June 2014. At least 20 days notice will be given ahead of that
meeting. Questions asked in person at the AGM will receive an oral response whenever possible, otherwise a written response will
be provided as soon as practicable after the AGM. Questions raised at any other time will normally receive a written response.
Shareholders attending the AGM will have the opportunity to meet informally with all the Directors after the meeting has concluded.
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Dignity plc
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Annual Report & Accounts 2013
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The Directors consider that this Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides
the information necessary for shareholders to assess the Group’s performance, business model, risks and strategy. Pages 4 to 33
provide an assessment of the Group’s affairs. The Annual Report and Accounts is made available to all shareholders at least
20 working days before the AGM. Registered shareholders receive a Notice of Meeting and Form of Proxy, the latter document
allowing a shareholder to vote in favour, or against or indicate an abstention on each separate resolution tabled at the AGM.
Particulars of aggregate proxies lodged are also announced to the London Stock Exchange (‘LSE’) and placed on the Group’s
investor website, www.dignityfuneralsplc.co.uk, as soon as practicable after the conclusion of the AGM.
The Interim Report is no longer published as a paper document but is available on the Group’s investor website upon which users
can also access the latest financial and corporate news. All information reported to the market via regulatory information services
also appears as soon as practicable on that website.
The Group has and will arrange visits to its funeral locations and crematoria, if requested by a shareholder, where it will not
disrupt services to our clients.
Substantial shareholdings
The Group has been notified of the following interests of three per cent or more of the issued share capital of the Company:
As at 1 March 2014 As at 27 December 2013
Number of Percentage Number of Percentage
Ordinary of issued Ordinary of issued
Holder Shares share capital Shares share capital
BAM & Oppenheimer Funds 5,420,088 10.16% 5,420,088 10.16%
Montanaro Group 2,757,955 5.17% 2,757,955 5.17%
Franklin Templeton Investment Management Limited 2,671,533 5.00% 2,867,543 5.38%
Kames Capital 2,219,243 4.16% 2,219,243 4.16%
Tiger Global Management LLC 2,110,643 3.96% 2,110,643 3.96%
By order of the Board
Richard Portman
Company Secretary
5 March 2014
50
Dignity plc
Annual Report & Accounts 2013
Audit Committee report
“
During 2013, the Committee continued
to focus on its compliance role by
ensuring effective controls and reviews
are in place.
Dear Shareholder,
On behalf of the Board, I am pleased to present the
Audit Committee report for 2013.
Membership and Process
The following Directors served on the Audit Committee
(the ‘Committee’) during 2013: me (as Chairman),
Alan McWalter (Senior Independent Director), Jane
Ashcroft and Martin Pexton each of whom are independent
Non-Executive Directors.
The Board is satisfied that I, as Chairman of the Committee,
have recent and relevant financial experience. The Company
Secretary acts as Secretary to the Committee. I report the
Committee’s deliberations at the next Board meeting and the
minutes of each meeting are made available to all members
of the Board.
The Committee met three times during 2013; in March prior
to the release of the Preliminary Announcement for 2012;
prior to the release of the Interim Announcement for 2013
in July; and again in December 2013. The attendance records
of the members is shown on page 47. The external auditors,
PricewaterhouseCoopers LLP (‘PwC’), the Chairman, the Chief
Executive, the Finance Director and the Operations Director
have attended meetings by invitation.
Role
The Committee works with the full Board to fulfil its oversight
responsibilities. Its primary functions are to:
• Monitor the integrity of the financial statements and other
information provided to shareholders to ensure they represent
a clear and accurate assessment of the Group’s position,
performance, strategy and prospects;
• Consider the financial statements and recommend to the
Board on whether the Annual Report and Accounts, taken
as a whole, is fair, balanced, and understandable;
• Review significant financial reporting issues and judgements
contained in the financial statements;
• Review the systems of accounting, internal control and risk
management;
• Monitor and review the significant risks identified by the
Group as well as the mitigation of those risks;
• Maintain an appropriate relationship with the Group’s external
auditors and review the effectiveness and objectivity of the
external audit process;
• Monitor and review the effectiveness of the internal audit
function; review the internal audit plan; all internal audit
reports; and review and monitor management’s responses
to the findings and recommendations of the internal audit
function; and
• Monitor and review the arrangements by which employees
can, in confidence, raise concerns about any possible
improprieties in financial and other matters (such as
compliance with the Bribery Act).
The terms of reference are available on the Group’s corporate
website at www.dignityfuneralsplc.co.uk.
Activities in 2013
The key activities of the Committee during the period were:
• It reviewed the financial statements in the 2012 Annual Report
and Accounts and the 2013 Interim Report. As part of this
review the Committee received reports from the external
auditors on their audit of that Annual Report and their review
of the interim results. It also reviewed the Preliminary and
Interim Announcements made to the London Stock Exchange;
• At all three meetings it reviewed reports made by Internal
Audit which included the review of progress against the plan
for the period, the results of principal audits and other
significant findings, adequacy of management’s responses
and the timeliness of resolution of actions arising;
• Review and agreement of the Internal and External Audit
Plan for 2014;
• A six month review and formal adoption of the Risk Register.
This is part of a formal ongoing process of identifying,
evaluating and managing the significant risks faced by the
Group. The principal risks facing the Group are considered
on pages 32 and 33 of the Annual Report;
• Review the policy for non audit fees and review non audit work
provided by the external auditors;
• Formally review the going concern assumptions adopted in
the preparation of the 2012 and 2013 accounts; and
• Review the performance of the external auditors.
The primary area of judgement considered by the Committee
in relation to the 2013 Annual Report related to the acquisition
of the Yew business. The Yew Acquisition was a significant
transaction for the Group requiring judgements on fair values.
The Committee considered how management had identified
and fair valued the assets and liabilities acquired, including
intangible assets. Fair values were supported wherever possible
by independent valuations (for example in respect of the
properties acquired).
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Annual Report & Accounts 2013
51
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Other areas that have been discussed and considered by the
Committee in relation to the 2013 Annual Report are:
• Pensions – We examined the assumptions used in the
actuarial valuation for the defined benefit pension scheme
which include the discount rate, the inflation rate and
mortality. We considered the consistency of the basis of
calculation of the assumptions used with 2012, and agreed
with the judgements reached by management.
• Provision for doubtful trade receivables – We examined the
risks relating to the trade receivables ledger and the adequacy
of provisions made against them. Management presented
their assessment of the risks, the mitigating actions taken
and the amounts provided. We agreed with the judgements
reached by management.
• Capital raising and return of value to shareholders – The
Committee considered the appropriateness of the accounting
treatment adopted for the capital raising and return of
value to shareholders in the year, including that relating
to professional fees.
• Annual goodwill and intangible asset impairment review –
We considered the judgements made in relation to the valuation
methodology adopted by management and the model inputs
used, which include the approved business plan, long-term
growth rates and weighted average cost of capital. We also
reviewed and approved the sensitivities used by management
which were consistent with 2012, as required by IAS 36.
The Committee discussed the annual external audit plan in
advance of the year end with the external auditors, which
addressed the planned audit approach to these key accounting
areas. The Committee discussed the audit findings relating to
key accounting matters at the conclusion of the audit.
The Committee holds a private session with the Lead Partner
from our external auditor without management present at
least twice a year. In addition, I, as Chairman of the Audit
Committee, met with the Lead Partner three times through the
year to provide the opportunity for open communication and
the free flow of any concerns relating both to the openness,
transparency and general engagement of management with
the audit process as well as to understand PwC’s assessment
of key judgements as they arise.
The Audit Committee’s role
The Audit Committee is responsible for the development,
implementation and monitoring of the Group’s policy on
external audit. This policy assigns responsibility for monitoring
objectivity, independence and compliance with ethical and
regulatory requirements to the Audit Committee with day
to day responsibility assigned to the Finance Director, Steve
Whittern. The Committee also retains responsibility for the
appointment and removal of the external auditors, who are
currently PwC.
The Audit Committee, on an annual basis, formally considers
the performance and independence of the external auditors.
The Committee was satisfied with both their performance and
independence in 2013. The Committee is confident that the
objectivity and independence of the external auditors is not
compromised by reason of their non audit work or any other
factors and has adopted more stringent controls to ensure
that this independence will not be compromised in the future.
A formal statement of independence from PwC has been
received in respect of 2013.
Policy on non audit fees
With effect from 1 January 2014, the Group has adopted a
more rigorous and comprehensive policy on the use of the
external auditors for non audit work. This is because the Group
wishes to adopt best practice regarding the level of non audit
fees and is also mindful of the feedback it received after the
2012 Annual Report was published and the voting at the 2013
AGM on the reappointment of PwC.
The policy states that non audit fees are limited to no more
than 50 per cent of the annual audit fee unless there are
exceptional circumstances, which are defined as:
• The work necessitates the use of the auditor for
regulatory reasons; and
• Their use represents a material time/cost benefit to the
Group in conducting a transaction.
This policy also precludes the use of the external auditors for
certain types of work. All such work will be fully analysed in
the Annual Report between tax compliance and advisory, non
statutory acquisition related services and statutory services.
If non audit fees to be incurred with the external auditor are to
be in excess of 20 per cent of the audit fee, Audit Committee
approval will be required prior to the work being commenced
and further disclosure of the works and the reasons for it being
performed by the external auditors will be included in the
following Annual Report. The Audit Committee do not envisage
that non audit fees payable to the external auditors will exceed
50 per cent in the future, other than in exceptional
circumstances.
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Annual Report & Accounts 2013
Audit Committee report continued
As this policy was not effective until 1 January 2014, work
associated with the acquisition of Yew Holdings Limited and
the further issue of Secured Notes, was conducted by PwC,
as described below:
£m
Acquisition of Yew Holdings Limited
• This included tax, structuring and pensions advice 0.2
Further issue of Secured Notes
• This included tax accounting, pensions
and structuring advice 0.8
Tax advice relating to other acquisitions 0.1
Other – including certificates required to be produced
by the auditors under the Group’s loan documentation
and the review of the Interim Report 0.1
Total 1.2
PwC completed this work due to their detailed knowledge
and understanding of the business. In the case of the Interim
Report review and specific certificates, PwC was best placed
to complete this work as current auditors.
Audit partner rotation and tender of the external audit
Consistent with the Auditing Practices Board, PwC audit
partners serve for a maximum of five years on listed clients.
Consequently, this Annual Report represents the last year that
Matthew Mullins will be Dignity’s audit partner. He will be
replaced in 2014.
The Audit Committee considers that the relationship with
the auditors is working well and remains satisfied with their
effectiveness. This conclusion was reached following a review
of the effectiveness of external audit as perceived by senior
financial personnel and the Board. The approach was consistent
with last year, involving a number of questions covering areas
such as the robustness of the audit process, the quality of
delivery and the quality of people and service. Scores continued
to show a strong overall performance by PwC. In addition,
we also noted the results of the Audit Quality Review Team’s
(part of the Financial Reporting Council) assessment of the
effectiveness of PwC relative to its peers as well as PwC’s
own transparency report.
The Audit Committee has also kept under review the
independence of PwC and has been satisfied at all times that
any threats arising to their independence have been subject to
appropriate safeguards. The ratio of non audit to audit services
has, however, been relatively high. The Group has therefore
decided to tender the role of external auditor with a view to
making an appointment in time for the appointee to perform
the review of the Group’s 2014 interim results. PwC will not
take part in this tender, leaving them available to continue to
provide the non audit services from which the Group has
benefitted over recent years.
The Group does not expect to conclude the tender process
until after the AGM. Consequently, given the obligation to retain
an auditor at all times, the AGM will include a resolution to
reappoint PwC as external auditors. Once the replacement
is identified, PwC will resign and the Directors will use their
powers to fill a casual vacancy. Shareholders will be notified
of the replacement at the appropriate time.
There are no contractual obligations restricting the Company’s
choice of external auditor. However, under the terms of the
Secured Notes, Dignity (2002) Limited and certain of its
subsidiaries are only permitted to engage PwC, KPMG LLP,
Deloitte LLP or Ernst & Young LLP (or their successor firms)
as external auditors.
Internal Audit
The Group has a dedicated Internal Audit team, which reports
to the Chief Executive and the Audit Committee. It coordinates
the completion of self-assessment reports by operational
management that assists in highlighting areas of control
weakness or exposure. Internal audit reviews are completed
on such areas together with selected areas of the head office
function and any area where a Director or the Audit Committee
requests a review. During 2013 (as in 2012), there were
quarterly meetings between the Head of Internal Audit and
the Executive Directors formally to review and discuss Internal
Audit’s work programme and findings. In addition, regular
meetings between Internal Audit and the external auditors,
PwC, were held during the year to discuss and plan audit
work and to ensure a complementary approach. The Head
of Internal Audit provides reports to the Audit Committee at
every meeting and met on a one to one basis with me, as
the Chairman of the Audit Committee on three occasions
in the period.
Whistleblowing
A formal process, established via the Committee, exists
by which employees of the Group may, in confidence, raise
concerns about possible improprieties in financial reporting or
other matters. This ensures arrangements are in place for the
proportionate and independent investigation of such matters
and appropriate follow-up action. Whistleblowing reports are
formally reviewed on an annual basis by the Committee or
more frequently should the need arise.
This Audit Committee report was reviewed and approved by
the Board on 5 March 2014.
Ishbel Macpherson
Chairman of the Audit Committee
5 March 2014
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53
29
Nomination Committee report
“
I am pleased to report that the full Board
continues to strongly support the spirit of
the Davies Report and we achieved our goal
of 20 per cent of our Board being comprised
of women in 2012.
Dear Shareholder,
On behalf of the Board, I am pleased to present the
Nomination Committee report for 2013.
Throughout 2013 the Nomination Committee (the ‘Committee’)
consisted of me (as Chairman), Alan McWalter (Senior
Independent Director), Jane Ashcroft, Ishbel Macpherson and
Martin Pexton each of whom are independent Non-Executive
Directors. The Company Secretary acts as Secretary to the
Committee.
The principal duties of the Committee are as follows to:
• Keep under review the structure, size and composition of
the Board which includes ensuring that it has the necessary
skills, knowledge and experience;
• Regularly consider succession planning for the Directors
and senior managers;
• Be responsible for identifying and nominating for approval
by the full Board, candidates to fill Board vacancies as and
when they arise;
• Keep under review the leadership needs of the Group, both
executive and non-executive;
• Review annually the time required from the Non-Executive
Directors; and
• Review annually performance of the Committee and
evaluation of the Directors standing for re-election at the AGM.
The Committee, and by extension the full Board, continue to
support the spirit of Lord Davies’ Report “Women on Boards”.
In 2011 we set a goal of 20 per cent of Board positions to be
filled by women by 2015. This objective was achieved in 2012.
We continue to remain mindful of the overall need to recruit the
very best candidates regardless of gender and will continue to
encourage similar diversity in senior management positions
and throughout the workforce.
I am also pleased to confirm that the Group will continue
to publish the details on corporate diversity suggested in
Recommendation 2 of the Davies Report, support the changes
to the UK Corporate Governance Code in Recommendation 3
and report on our compliance (Recommendation 4) and
appointment process (Recommendation 5) in our Annual Report.
During the period, the Board completed an externally facilitated
evaluation. The results of this are discussed on page 46.
Finally, the Company’s Articles provide that all Directors retire
by rotation with one third being subject to re-election each
year. However we continue to adopt the provisions of the UK
Corporate Governance Code such that all Directors offer
themselves for re-election annually.
This Nomination Committee report was reviewed and
approved by the Board on 5 March 2014.
The terms of reference are available on the Group’s corporate
website at www.dignityfuneralsplc.co.uk.
Peter Hindley
Chairman of the Nomination Committee
The Committee met twice in 2013. At these meetings the
principal duties of the Committee were formally considered
and no issues or concerns were identified. The members of
the Committee’s attendance record is set out on page 47.
5 March 2014
I report on the Committee’s proceedings at the next full Board
meeting and the minutes of those meetings are made available
to all members of the Board.
There were no changes to the composition of the Board in
2013 as two new Non-Executive Directors, Jane Ashcroft and
Martin Pexton were appointed in 2012 to replace Non-Executive
Directors, James Newman and Bill Forrester, who retired.
54
Dignity plc
Annual Report & Accounts 2013
Report on Directors’ remuneration
for the 52 week period ended 27 December 2013
“
We are committed to ensuring that rewards
for Executives are closely aligned to the interests
of shareholders by having all our incentive
arrangements linked to challenging performance
targets, focused on growing earnings and generating
market beating levels of shareholder return.
Dear Shareholder,
On behalf of the Board, I am pleased to present the
Remuneration Committee's report on Directors' remuneration
for 2013.
The new regulations governing the disclosure and approval
of directors' remuneration require the Remuneration report
to be split into three parts, (i) this Annual Statement, (ii) The
Remuneration Policy Report which will be subject to a binding
shareholder resolution at the forthcoming AGM and (iii) the
Annual Report on Remuneration which will be put to an
advisory shareholder resolution at the forthcoming AGM.
Performance outcome for 2013
As highlighted in the Financial review, for the year ended
27 December 2013, the business continued to perform
strongly. Underlying profit before taxation was £52.9 million,
an increase of 15 per cent on the previous period. Underlying
earnings per share was 72.1 pence, also an increase of
15 per cent.
Accordingly, the strong performance in EPS growth has
generated maximum annual bonus payments for Executive
Directors, being 100 per cent of individuals' base salaries.
Long-term incentive awards made in March 2011 under
the shareholder approved Long-Term Incentive Plan (‘LTIP’) are
subject to a relative total shareholder return (‘TSR’) measure.
These awards will vest on 21 March 2014 and based on
performance to 27 December 2013, Dignity returned 99.4
per cent compared to the median of the TSR peer group
of 39.5 per cent. If this relative performance is maintained,
the anticipated level of vesting is 100 per cent of the award.
Remuneration Policy for 2014
We are committed to ensuring that rewards for Executives
are closely aligned to the interests of shareholders by having all
our incentive arrangements linked to challenging performance
targets, focused on growing earnings and generating market
beating levels of shareholder return.
Annual bonus and long-term incentive plan opportunities
remain unchanged from the year under review. The Committee
continues to believe that the current arrangements do not
inadvertently encourage undue risk taking given the clear long-
term focus in our policy. The operation of a Performance Share
Plan, in addition to operating clawback provisions in the short
and long-term plans and share ownership guidelines, ensure
that executive rewards are clearly aligned with the long-term
objectives of the Company and its shareholders.
Shareholder feedback
The Remuneration Committee encourages dialogue with
the Company's shareholders and will consult with major
shareholders ahead of any significant future changes to
the remuneration policy. We were delighted that the 2012
Remuneration Report received a 99.8 per cent vote in
favour at the last AGM.
We look forward to your continued support of our remuneration
policy at the 2014 Annual General Meeting.
Alan McWalter
Chairman of the Remuneration Committee
The Committee believes that this represents a fair link between
reward and performance for the year under review.
5 March 2014
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29
55
Introduction
This part of the Directors' Remuneration Report sets out the remuneration policy operated by the Group in respect of Executive
Directors and has been prepared in accordance with The Large and Medium-sized Companies and Groups (Accounts and
Reports) (Amendment) Regulations 2013 ('the Act') and also in accordance with the requirements of the Listing Rules of the
Financial Conduct Authority. The policy has been developed taking into account the principles of the UK Corporate Governance
Code 2012 and the views of our major shareholders and describes the policy to be applied in relation to the current financial
year and future financial years. The Policy Report will be put to a binding shareholder vote at the 2014 AGM and, given that
shareholder approval is being sought for the policy detailed below at our AGM, the 'Effective Date' of the policy is intended to
be the date of the AGM, subject to it receiving majority shareholder support.
REMUNERATION POLICY REPORT
The objective of the remuneration policy is to provide remuneration packages to each Executive Director that will:
• Align rewards with the interests of shareholders;
• Motivate and encourage superior performance;
• Allow the Group to retain the talent needed to execute its business strategy;
• Enable the Group to be competitive when recruiting appropriately skilled and experienced management; and
• Ensure that the overall package for each Director is linked to strategic objectives of the Group.
The Remuneration Committee are confident that this policy will retain and develop further the Group’s entrepreneurial culture,
whilst also focusing executive remuneration on performance which the Committee believes will best serve shareholders’ interests.
It is therefore the aim of the Remuneration Committee to encourage and reward superior performance by Executive Directors with
that performance being measured against robust financial performance and returns to shareholders. This is achieved by heavily
weighting the overall remuneration package towards variable pay.
56
Dignity plc
Annual Report & Accounts 2013
Report on Directors’ remuneration continued
for the 52 week period ended 27 December 2013
The table below summarises the main components of Dignity's ongoing remuneration policy.
Element Purpose and link Operation Maximum Opportunity Framework used to
to strategy assess Performance
Base salary
Essential to recruit and
retain executives.
Reflects an individual's
experience, role and
performance.
Salaries are paid monthly. They are normally reviewed
annually and fixed for 12 months commencing
1 January.
In deciding appropriate levels, the Committee
takes into account:
• the role, experience, responsibility and performance
(individual and Group);
• increases applied to the broader workforce; and
• relevant market information for similar roles in
broadly similar UK listed companies and companies
of a similar size.
Benefits
Operate competitive
benefits to help recruit
and retain executives.
Pension
Provides a discrete
element of the package to
contribute to post
retirement lifestyle.
Annual
bonus
To motivate executives and
incentivise the achievement
of annual financial and/or
strategic business targets.
Benefits include provision of a company car (or cash
allowance in lieu), fuel, landline telephone at residence,
mobile phone, family private medical cover and a
pre–arranged funeral plan for the individual or spouse.
Relocation or other related expenses may be offered,
as required.
May participate in the all-employee HMRC approved
Save As You Earn (‘SAYE’) option scheme.
The Company operates a defined benefit plan, the
Dignity Pension and Assurance Scheme, under which
selected executives may accrue benefit. The defined
benefit plan is closed to new members.
The Company may contribute to selected individuals'
personal pension schemes or is able to make salary
supplements in lieu of pension contributions.
Details of the arrangements for the Directors are set
out in the Annual Report on Remuneration.
Bonus payment is determined by the Committee
after the year end, based on performance against
targets set. Targets are reviewed annually.
The bonus is payable in cash following the audit of
the performance year.
Bonus payments can be clawed back in the event
of financial misstatement or miscalculation of
performance conditions.
Generally, annual
increases will be in line
with employee increases
but higher increases may
be awarded on occasion
where an individual is
promoted or has been
recruited on a below
market rate or where there
have been changes to
individual responsibilities
or in the size or complexity
of the business.
Salaries for 2014 are:
CEO: £476,250;
Operations Director:
£270,500;
Finance Director:
£265,000; and
Corporate Services
Director: £230,000.
Market competitive levels.
Relocation expenses
must be reasonable and
necessary.
HMRC individual SAYE
limit (currently £250
per month).
The accrual rate under
the defined benefit scheme
is one eightieth of final
salary for every completed
year of service.
The Company contribution
to defined contribution
plans or salary supplement
in lieu of pension may be
made up to the value
of 15% of salary.
The maximum award
under the annual bonus
scheme is 100%
of salary.
None.
None.
Not applicable.
The bonus may be based
on the achievement of
an appropriate mix of
challenging financial,
strategic or personal
targets.
Financial measures which
account for the majority,
if not all, of the bonus
opportunity may include
measures such as EPS
(or other measures of
profit) or cash flow taking
into account the strategic
objectives of the business
from time to time.
For financial metrics, a
range of targets is set by
the Committee, taking into
account factors such as
the business outlook for
the year.
• Nothing is payable
for performance below
a minimum level
of performance.
• Up to 70% is payable
for meeting a demanding
target and up to a further
30% is payable for
achieving a second, more
demanding target.
• Bonus is payable on a pro
rata basis for performance
between the first and
second targets.
See Note 1.
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57
Element Purpose and link Operation Maximum Opportunity Framework used to
to strategy assess Performance
Long–Term
Incentive
Plan
Incentivises selected
employees and Executive
Directors to achieve
demanding financial
and superior long-term
shareholder returns.
Provides long-term
retention.
Aligns the interests
of the Executives and
shareholders through the
requirement to build up a
substantial shareholding.
Awards are normally granted annually in
the form of nil cost options.
Stretching performance conditions
measured over a period of three years
determine the extent to which awards vest.
Quantum is reviewed annually (subject to
the LTIP individual limit) taking into account
matters such as market practice, overall
remuneration, the performance of the
Company and the Executive being made
the award.
Vested awards are subject to clawback
in the event of financial misstatement or
miscalculation of performance conditions.
The maximum
annual award to an
individual is 125%
of salary.
Awards under the LTIP vest at the end of
a three year performance period subject to
the satisfaction of challenging performance
measures. Two measures apply:
• A portion of awards will vest based on the
Company’s total shareholder return (‘TSR’)
performance over a three year performance
period compared to a comparator group set
on grant. 25% of this part of the award vests
at median, with 100% vesting for upper
quartile performance with straight line
vesting in between. For this part of the
award, no vesting can occur unless the
Committee considers that the underlying
financial performance of the Group has
been satisfactory.
• A portion of awards will be subject to a
sliding scale of underlying earnings per
share growth targets. 15% of this part of
the award vests for achieving a threshold
level of growth, with full vesting for stretch
performance or better. For performance
between these points, vesting is on a
straight line basis.
In determining the target range for any
financial measures that may apply, the
Committee ensures they are challenging by
taking into account current and anticipated
trading conditions, the long-term business
plan and external expectations.
TSR and EPS performance periods
commence from the start of the financial
year in which the award is made.
See Note 2.
Non–Executive
Chairman and
Directors’ fees
To attract and retain high
quality and experienced
Non–Executive Chairman
and Directors.
Share
ownership
guidelines
To align the interests
of management and
shareholders and promote
a long-term approach
to performance.
Current fees are
set out in the
Annual Report on
Remuneration.
Not applicable.
Not applicable.
Not applicable.
The Board determines the fees of the
Non–Executive Directors. They are based
upon recommendations from the Chairman
and Chief Executive (or, in the case of the
Chairman, based on recommendations
from the Remuneration Committee and
the Chief Executive).
The level of fees of the Non–Executive
Directors reflects the time commitment
and responsibility of their respective roles.
Their fees are reviewed from time to time
against broadly similar UK listed companies
and companies of a similar size.
In exceptional circumstances, additional
fees may be payable to reflect a substantial
increase in time commitment of the
Non–Executive Chairman and Directors.
Executive Directors are required to
accumulate a holding in the Company to
the value of 100 per cent of their salary as
at 1 March 2013. Until the guideline is met,
the executive is required to retain 50 per
cent of shares acquired under the
Company’s share plans (after allowing for
tax and national insurance liabilities).
Notes
1. In terms of annual performance targets, underlying EPS is used as the primary performance metric reflecting the Company's objective of increasing earnings and
shareholder value.
2. Total Shareholder Return is an important benchmark of the success of the business and provides a strong alignment with the returns received by shareholders.
The EPS measure ensures a focus on long-term profitability which the Committee believes is a driver of shareholder value.
58
Dignity plc
Annual Report & Accounts 2013
Report on Directors’ remuneration continued
for the 52 week period ended 27 December 2013
Bonus Plan and LTIP discretions
The Committee will operate the annual bonus plan and LTIP according to their respective rules and in accordance with the
Listing Rules and HMRC rules where relevant. A copy of the LTIP rules is available on request from the Company Secretary.
The Committee, consistent with market practice, retains discretion over a number of areas relating to the operation and
administration of these plans. These include (but are not limited to) the following (albeit with the level of award restricted
as set out in the policy table above):
• Who participates in the plans;
• The timing of grant of award and/or payment;
• The size of an award and/or a payment;
• Discretion relating to the measurement of performance in the event of a change of control or reconstruction;
• Determination of a good leaver (in addition to any specified categories) for incentive plan purposes based on the rules
of each plan and the appropriate treatment chosen;
• Adjustments required in certain circumstances (e.g. rights issues, corporate restructuring, on a change of control and special
dividends); and
• The ability to adjust existing performance conditions for exceptional events so that they can still fulfil their original purpose
whilst being no less stretching.
Legacy arrangements
For the avoidance of doubt, in approving the Policy Report, authority is given to the Company to honour any commitments
entered into with current or former directors that have been disclosed previously to shareholders.
Differences in remuneration policy for Executive Directors compared to other employees
The Committee is made aware of pay structures across the wider Group when setting the remuneration policy for Executive
Directors. The Committee considers the general basic salary increase for the broader employee population when determining
the annual salary review for the Executive Directors.
An annual bonus plan operates across all employees in the Group and all employees are eligible to participate in the SAYE scheme.
Overall, the remuneration policy for the Executive Directors is more heavily weighted towards variable pay than for other employees.
This ensures that there is a clear link between the value created for shareholders and the remuneration received by the Executive
Directors given it is the Executive Directors who are considered to have the greatest potential to influence Company value creation.
Remuneration scenarios for Executive Directors
The Company's policy results in a significant portion of remuneration received by Executive Directors being dependent on
Company performance. The graph below illustrates how the total pay opportunities for the Executive Directors vary under
three performance scenarios: below target, on-target and maximum.
£’000
1,600
1,400
1,200
1,000
800
600
400
200
0
36%
29%
25%
28%
38%
30%
26%
29%
37%
30%
25%
29%
35%
29%
25%
27%
LTIP
Bonus
Fixed Pay
100%
47%
35%
100%
45%
32%
100%
46%
33%
100%
48%
48%
36%
t
e
g
r
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-
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e
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i
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-
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B
Chief Executive Officer
Finance Director
Operations Director
Corporate Services Director
Notes
• Below target comprises Fixed pay. Fixed pay is the sum of basic salary, benefits and pension. Fixed pay is constant across all three scenarios.
• For On–target; assumed 70% of maximum bonus paid (which is also the start–to–earn point) and 50% of LTIP vests.
• For Maximum; assumed full bonus payment and LTIP vests in full.
• No account has been taken of any changes in the Company's share price since the end of the period.
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29
59
Recruitment and Promotion policy
The remuneration package for a new director will be established in accordance with the Company's approved policy as described
on pages 56 to 58, subject to such modifications as are set out below.
Salary levels for Executive Directors will be set in accordance with the Company's remuneration policy, taking into account
the experience and calibre of the individual and their existing remuneration package. Where it is appropriate to offer a lower
salary initially, a series of increases to the desired salary positioning may be made over subsequent years subject to individual
performance and development in the role. Benefits will generally be provided in line with the approved policy, with relocation or
other expenses provided for if necessary. A pension contribution of up to 15 per cent of salary may be provided or continued
participation in the defined benefit pension for a promoted employee who currently participates in the plan.
The structure of variable pay element will be in accordance with the Company's approved policy detailed above. The maximum
aggregate variable pay opportunity is 225 per cent of base salary. Different performance measures may be set initially for the
annual bonus in the year of joining, taking into account the responsibilities of the individual, and the point in the financial year
that he or she joined the Board.
In the case of external recruitment, if it is necessary to buy out incentive pay or benefit arrangements (which would be forfeited
on leaving the previous employer), this may be provided, taking into account the form (cash or shares), timing and expected value
(i.e. likelihood of meeting any existing performance criteria) of the remuneration being forfeited. Replacement share awards, if
used, may be granted using the Company's existing share plans to the extent possible, although awards may also be granted
outside of these schemes if necessary and as permitted under the LSE Listing Rules.
In the case of an internal recruitment, any outstanding variable pay awarded in relation to the previous role will be allowed to pay
out according to its terms of grant or adjusted as considered desirable to reflect the new role.
Fees for a new chairman or non-executive director will be set in line with the approved policy.
Service contracts and payments for loss of office
The Company's policy is to have service contracts for Executive Directors that continue indefinitely unless determined by their
notice period. Under the Executive Directors' service contracts and in line with the policy for new appointments, 12 months
notice of termination of employment is required by either party.
All Non-Executive Directors have letters of appointment with the Company for an initial period of two years, subject to annual
re-appointment at the AGM. Appointments may be terminated with three months' notice. The appointment letters for the
Chairman and Non–Executive Directors provide that no compensation is payable on termination, other than accrued fees
and expenses.
In accordance with the terms of the UK Corporate Governance Code all Directors submit themselves for re-election at the
Annual General Meeting each year. Service contracts and letters of appointment are available for inspection at the Company's
registered office. Details of the service contracts with all Executive Directors and letters of appointment with Non–Executive
Directors are as follows:
Name
Mike McCollum
Andrew Davies
Richard Portman
Steve Whittern
Peter Hindley
Ishbel Macpherson
Alan McWalter
Jane Ashcroft
Martin Pexton
Contract date
Notice period
1 April 2004
1 April 2004
1 November 2006
1 January 2009
7 December 2013
14 December 2012
14 December 2012
1 April 2012
1 April 2012
12 months
12 months
12 months
12 months
3 months
3 months
3 months
3 months
3 months
Unexpired term of contract
or letter of approval
Rolling Contract
Rolling Contract
Rolling Contract
Rolling Contract
36 months
12 months
12 months
3 months
3 months
60
Dignity plc
Annual Report & Accounts 2013
Report on Directors’ remuneration continued
for the 52 week period ended 27 December 2013
For Executive Directors, the Company may in its absolute discretion at any time after notice is served by either party, terminate
a Directors' contract with immediate effect by paying an amount equal to base salary for the then unexpired period of notice plus
the fair value of contractual benefits subject to the deduction of tax.
An Executive Director's service contract may be terminated without notice for certain events such as gross misconduct or
a serious breach of contract. No payment or compensation beyond salary (and the value of holiday entitlement) accrued
up to the date of termination will be made if such an event occurs.
There are no special provisions relating to change of control. The policy on termination is that the Group does not make payments
beyond its contractual obligations and the Committee ensures that there are no unjustified payments for failure.
Any statutory payments required by law may be made.
The Group allows Executive Directors to hold a Non-Executive position with one other company or organisation, for which they
can retain the fees earned. Mike McCollum was appointed a non-executive director of CVS Group plc on 2 April 2013 and received
remuneration of £40,000 per annum (including an allowance for his role as Chairman of the Remuneration Committee).
Treatment of incentives
The treatment for share-based incentives previously granted to an Executive Director under the LTIP will be determined based on
the plan rules. The default treatment will be for outstanding awards to lapse on cessation of employment. However, an executive
will be treated as a 'good leaver' under certain circumstances such as death, illness, injury, disability, redundancy, retirement,
his employing company ceasing to be a Group Company or the undertaking business or division for which he or she works being
sold out of the Company's Group, or any other circumstances at the discretion of the Employee Benefits Trust trustee having
obtained the opinion of the Committee. If treated as a good leaver, awards will vest, as normal, three years after grant after an
assessment of the extent to which performance targets have been achieved. The number of awards that would vest will be
reduced pro-rata to reflect the proportion of the three year period actually served.
How shareholder views are taken into account
The Remuneration Committee considers shareholder feedback received in relation to the AGM each year and guidance from
shareholder representative bodies more generally. This feedback, plus any additional feedback received during any meetings from
time to time, is then considered as part of the Company's annual review of remuneration policy. For 2013, we were grateful for
the constructive feedback received from major shareholders and representative bodies on our proposals to introduce an EPS
measure alongside relative TSR under the LTIP for 2013.
Consideration of employment conditions elsewhere in the Group
The Company, does not actively consult with employees on Directors' remuneration. However, when setting the remuneration policy
for Executive Directors, the Committee takes into account the pay and employment conditions of other employees in the Group.
Membership of the Remuneration Committee
The Code requires that a Group of the size of Dignity plc has a Remuneration Committee comprising a minimum of three
non–Executives. The Committee is chaired by me, Alan McWalter, Senior Independent Director. The Committee members
comprise all the other Non–Executive Directors: Jane Ashcroft, Ishbel Macpherson and Martin Pexton.
The Remuneration Committee members have no personal financial interest, other than as shareholders, in matters to be
decided, no potential conflicts of interests arising from cross directorships and no day to day involvement in running the business.
The Non–Executive Directors are not eligible for pensions and do not participate in the Group’s bonus or share schemes.
The Remuneration Committee determines and agrees with the Board, within formal terms of reference, the framework and policy
of Directors’ and senior management’s remuneration and its cost to the Group. The Committee considers the performance of the
Executive Directors as a prelude to recommending their annual remuneration, bonus awards and share awards to the Board for
final approval.
The Committee met four times during the year. At those meetings basic salaries of Executive Directors and senior managers
were reviewed, the targets and quantum of annual performance related bonuses for Directors were also agreed, as were awards
granted under the Group’s Long–Term Incentive Plan (‘LTIP’). The meetings also approved the payment of the 2012 performance
related bonus and dealt with the vesting of the shares awarded in 2010 under the LTIP scheme.
The Committee also receives advice from several sources, namely:
• The Chairman and the Chief Executive who attend the Remuneration Committee by invitation or when required and
the Company Secretary, who is also the Corporate Services Director, attends meetings when required as Secretary to the
Remuneration Committee. No Executive Director takes part in discussions relating to their own remuneration and benefits.
• New Bridge Street (a trading name of Aon Corporation) is the Committee's executive remuneration advisor and is a signatory
to the Remuneration Consultants Group's Code of Conduct. Aon Corporation does not provide any other services to the Group.
New Bridge Street were appointed by the Remuneration Committee in 2012 to act as remuneration consultants, having
historically provided a range of advice to the Committee, including advice on performance targets for long-term incentive awards,
the impact of the BIS reforms on reporting and shareholder voting and market developments generally. Total fees charged in the
period were approximately £43,000 and were charged on a time spent basis.
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Dignity plc
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Annual Report & Accounts 2013
Annual Report & Accounts 2013
29
61
ANNUAL REPORT ON REMUNERATION
This part of the report has been prepared in accordance with Part 3 of Schedule 8 to The Large and Medium-sized Companies
and Groups (Accounts and Reports) (Amendment) Regulations 2013, and 9.8.6R of the Listing Rules. The Annual Remuneration
Report will be put to an advisory shareholder vote at the 2014 AGM. The information from the single total remuneration figure for
Directors on page 62 to the end of page 65 has been audited. The remainder is unaudited.
Implementation of Remuneration Policy in 2014
Salaries
Following the review of Executive Directors' base salaries during the last quarter of the financial period ending 27 December 2013,
and after considering the levels of anticipated salary increases across the Group as a whole, the Committee decided to increase
the Executive Directors' salaries as shown in the table below with effect from 1 January 2014.
The current salaries as at 1 January 2014 are:
2014 2013 Increase
Mike McCollum £476,250 £466,900 2%
Andrew Davies £270,500 £265,200 2%
Richard Portman £230,000 £212,200 8%
Steve Whittern £265,000 £235,000 13%
Last year the Committee moved to correct Steve Whittern’s below market base salary and to reflect his progress in his role of
Finance Director. The Committee has adopted a phased approach and his 2014 increase reflects this. His salary remains below
market levels and the Committee is satisfied the latest increase reflects his strong performance in the role over the last year and
his increased experience. As he continues to develop in the role the Committee may apply above inflationary increases to move his
base salary to a market level. Richard Portman’s salary was adjusted upwards by eight per cent to reflect the size and scale of
his role after comparison with market data.
Chairman and Non–Executive Directors' fees
As set out in the Policy Report, the Company's approach to setting Non–Executive Directors' remuneration is with reference to
market levels in comparably sized FTSE companies, levels of responsibility and time commitments. A summary of current fees
is as follows:
2014 2013 Increase
Peter Hindley £163,250 £160,000 2%
Jane Ashcroft £44,000 £41,000 7%
Ishbel Macpherson £52,900 £51,800 2%
Alan McWalter £59,000 £57,800 2%
Martin Pexton £44,000 £41,000 7%
The base fees for Non–Executive Directors in 2013 were £41,000 for Jane Ashcroft and Martin Pexton and £43,000 for Ishbel
Macpherson and Alan McWalter. The Senior Independent Director receives an additional fee of £9,000 and the Chair of the
Audit and Remuneration Committees receive additional fees of £8,800 and £5,800 respectively.
The total fees for Ishbel Macpherson and Alan McWalter disclosed in the 2012 Annual Report included pro-rated fees for their
chairmanships of the Audit Committee and the Remuneration Committee respectively from 1 April 2012.
Jane Ashcroft and Martin Pexton’s fees were initially increased by £2,000 to £43,000 to bring them into line with Ishbel
Macpherson’s and Alan McWalter’s base fees for 2013 with effect from 1 January 2014. All Non–Executive Directors (including
Jane and Martin) and the Chairman then received an inflationary rise of two per cent so their fees for 2014 are as in the table
above. Going forward they will receive annual inflationary rises on the same basis as the Executive Directors.
Pension and Benefits
Mike McCollum will receive a salary supplement in lieu of pension of 15 per cent of his basic salary. Richard Portman will continue
to participate in the Group's defined benefit plan and no contributions will be made for Andrew Davies or Steve Whittern in 2014
as they have chosen not to participate in the Group’s pension arrangements.
Annual bonus
The annual bonus will operate on the same basis as for 2013 and consistent with the policy detailed in the Policy Report in terms
of the maximum bonus opportunity and clawback provisions.
All of the bonus will be based on EPS targets with nothing payable for performance below a minimum level of performance,
70 per cent payable for achieving a demanding target and a further 30 per cent payable for achieving a second, more demanding,
target. Bonus is payable on a pro rata basis for performance between the first and second targets.
The EPS targets themselves are deemed to be commercially sensitive and have not been disclosed prospectively. However, full
retrospective disclosure of the targets and performance against them will be provided in next year's remuneration report.
62
Dignity plc
Annual Report & Accounts 2013
Report on Directors’ remuneration continued
for the 52 week period ended 27 December 2013
Long–term incentives
The maximum normal annual award limit under the LTIP is 125 per cent of salary and it is intended that awards will be granted
in 2014 at this level to Executive Directors. Clawback provisions will operate as set out in the Policy Report.
Consistent with the conditions applying to the 2013 awards, half of the 2014 awards will be subject to a relative TSR measure
measured against the constituents of the FTSE 350 as at 1 January 2014 and the other half subject to EPS growth targets.
The performance period for both tranches will be the three financial years, 2014-2016.
• TSR – No part of this award vests if performance is below median, 25 per cent vests for achieving median, with 100 per cent
vesting for upper quartile performance with straight line vesting in between. For this part of the award, no vesting can occur
unless the Committee considers that the underlying financial performance of the Group has been satisfactory.
• EPS – No part of this award vests if compound annual growth in underlying EPS above RPI is less than six per cent p.a., 15 per
cent vests for six per cent p.a. real growth, 50 per cent vests for nine per cent p.a. real growth with full vesting for 11 per cent
p.a. real growth or better. Vesting is on a straight line basis for performance in between these points.
The Committee believes the EPS targets are sufficiently challenging in light of internal and external forecasts.
Single total remuneration figure for Directors
The following table presents a single total remuneration figure for 2013 for the Executive and Non–Executive Directors.
Fixed Pay Pay for Performance
Annual Total
Salary Benefits(a) Pension(b) Bonus(c) LTIP(d) Other(e) Remuneration
£000’s £000’s £000’s £000’s £000’s £000’s £000’s
Executive Directors
Mike McCollum 467 18 70 467 1,093 – 2,115
2012 458 19 63 458 1,083 – 2,081
Andrew Davies 265 29 – 265 621 – 1,180
2012 260 29 – 260 616 – 1,165
Richard Portman 212 18 34 212 497 9 982
2012 208 19 19 208 493 – 947
Steve Whittern 235 18 – 235 497 9 994
2012 208 18 – 208 369 – 803
Non–Executive Directors
Peter Hindley 160 1 – – – – 161
2012 153 1 – – – – 154
Jane Ashcroft 41 – – – – – 41
2012 31 – – – – – 31
Ishbel Macpherson 52 – – – – – 52
2012 47 – – – – – 47
Alan McWalter 58 – – – – – 58
2012 53 – – – – – 53
Martin Pexton 41 – – – – – 41
2012 31 – – – – – 31
(a) Benefits include provision of a company car or allowance, fuel, family medical cover, landline telephone at each Executive Director’s home residence and a mobile telephone
together with a pre–arranged funeral plan in accordance with any scheme established by the Group in respect of the funeral of the Executive Director or his wife.
(b) Pension includes a cash contribution for Mike McCollum and the value of participation in the Group’s defined benefit pension scheme for Richard Portman.
(c) The bonus refers to performance in the 2013 financial year and is due to be paid in cash in March 2014.
(d) The LTIP value relates to the award that was granted on 18 March 2011. The performance period for this award ends on 20 March 2014. Our estimate of likely vesting
is based on performance to 27 December 2013 and using the average share price for the 28 day period to 27 December 2013. The comparative number is the 2010 LTIP
that vested in 2013.
(e) The value of SAYE awards upon exercise.
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63
Determination of 2013 annual bonus outcome
The targets for the 2013 annual bonus were based on the achievement of set earnings per share growth targets. 70 per cent
of the maximum bonus (being 100 per cent of salary for Executive Directors) was payable for achieving a first demanding underlying
EPS target of 68.4 pence per share and 100 per cent for a second, more demanding underlying EPS target of 70.5 pence per share.
Target (for Stretch (for Cash bonus
which 70% of which 100% of payable (out of
maximum maximum 100% of salary
Weighting payable) payable) 2013 achieved maximum)
Earnings per share
100%
68.4pence
70.5pence
72.1pence
100%
The strong growth in underlying EPS over the year of 15 per cent meant that the first and second EPS targets were met.
Accordingly, the Committee awarded Executive Directors full bonuses in respect of the 2013 financial year, being 100 per cent
of base salary. None of the annual bonus is deferred.
Determination of LTIP awards with performance periods ending in the year and SAYE vesting
The TSR performance period for the LTIP awards made 2011 will end on 20 March 2014. The estimated vesting for this award is
100 per cent for performance to 27 December 2013. This is based on Dignity's TSR of 99.4 per cent which places the Company
54th out of the remaining 334 listed companies in the Comparator Group. The performance period for this award ends on
20 March 2014.
Performance level TSR relative to FTSE 350 companies
Below threshold
Threshold
Stretch or above
Actual achieved
Performance required
Below median
Median
Upper quartile or above
Upper quartile or above
% vesting
0%
25%
100%
100%
During the year, awards under the Inland Revenue Approved SAYE Share Option Scheme granted on 22 October 2010 vested and
were exercised as follows:
Number Number
held at held at
Date 28 December 27 December
of grant 2012 Exercised Lapsed 2013 Date
Richard Portman 22 October 2010 1,283 1,283 – – 1 December 2013
Steve Whittern 22 October 2010 1,283 1,283 – – 1 December 2013
The SAYE options had an exercise price of £7.01 per share and must be exercised within six months of the date shown above.
Both Directors exercised their options on 1 December 2013.The share price on the date of grant was £6.46.
LTIP and SAYE awards granted in the year
LTIP awards granted in the form of nil cost options to Executive Directors on 19 March 2013 were as follows:
Face/maximum value
Number of LTIP of awards % of award vesting at
Executive awards at grant date*£ threshold and maximum Performance period
Mike McCollum 57,050 583,622 • Threshold: 15% for EPS and 01.1.13 – 31.12.15
Andrew Davies 32,405 331,503 25% for TSR. 01.1.13 – 31.12.15
Richard Portman 25,929 265,254 01.1.13 – 31.12.15
Steve Whittern 28,715 293,754 • 100% for maximum vesting 01.1.13 – 31.12.15
* Based on a 28 day average share price to 31 December 2012 of 1,023 pence.
64
Dignity plc
Annual Report & Accounts 2013
Report on Directors’ remuneration continued
for the 52 week period ended 27 December 2013
The 2013 LTIP awards will vest subject to achievement against two performance measures. Half of the awards will vest
depending on the Company’s TSR performance over a three year period commencing on 1 January 2013, with no opportunity
to retest. TSR will be compared to the constituents of the FTSE 350. No award will vest unless the Committee considers that the
Group’s underlying financial performance over the period has been satisfactory. None of the award shall vest if the Company's
ranking is below median. At median, 25 per cent of the award will vest and the award will vest in full if the Company is ranked
in the upper quartile. Awards will vest on a straight line basis for a ranking between median and upper quartile.
The other half of the awards will vest subject to a sliding scale of underlying EPS growth targets measured over three financial
years. 15 per cent of this part of the award vests for compound annual growth in underlying EPS above RPI of six per cent p.a.,
50 per cent vests for nine per cent p.a. real growth with full vesting for 11 per cent p.a. real growth or better. For performance
between these points, vesting is on a straight line basis. Performance is measured over the three-year period ending
31 December 2015.
Clawback provisions apply.
During the year options were granted on 4 October 2013 under the Inland Revenue Approved SAYE Share Option Scheme:
Number Number
held at held at
Date 28 December 27 December Exercise
of grant 2012 Granted Lapsed Exercised 2013 date
Richard Portman 4 October 2013 – 612 – – 612 1 December 2016
The SAYE options have an exercise price of £14.69 per share and must be exercised within six months of the date shown above.
The share price on the date of grant was £14.14.
Outstanding Long-Term Incentive Plan awards
Details of the nil cost option awards made under the LTIP are disclosed in the table below:
Share price Granted Lapsed Exercised Earliest date Latest date
Award at grant As at during during during As at shares can be shares can be
Director grant date (pence) 28.12.12 year year year 27.12.13 acquired acquired
Mike McCollum
Andrew Davies
Richard Portman
Steve Whittern
19.03.10(ii)
18.03.11(iii)
28.03.12(iv)
19.03.13(v)
19.03.10(ii)
18.03.11(iii)
28.03.12(iv)
19.03.13(v)
19.03.10(ii)
18.03.11(iii)
28.03.12(iv)
19.03.13(v)
19.03.10(ii)
18.03.11(iii)
28.03.12(iv)
19.03.13(v)
671p
691p
815p
1,023p
671p
691p
815p
1,023p
671p
691p
815p
1,023p
671p
691p
815p
1,023p
82,011
81,223
70,219
–
46,597
46,129
39,884
–
37,278
36,903
31,907
–
27,958
36,903
31,907
–
–
–
–
57,050
–
–
–
32,405
–
–
–
25,929
–
–
–
28,715
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
82,011
–
–
–
46,597
–
–
–
37,278
–
–
–
27,958
–
–
–
–
81,223
70,219
57,050
–
46,129
39,884
32,405
–
36,903
31,907
25,929
–
36,903
31,907
28,715
19.03.13
21.03.14
29.03.15
20.03.16
19.03.13
21.03.14
29.03.15
20.03.16
19.03.13
21.03.14
29.03.15
20.03.16
19.03.13
21.03.14
29.03.15
20.03.16
18.03.14
17.03.15
27.03.22
18.03.23
18.03.14
17.03.15
27.03.22
18.03.23
18.03.14
17.03.15
27.03.22
18.03.23
18.03.14
17.03.15
27.03.22
18.03.23
(i) The awards under the LTIP up to and including those made in 2012 are subject to a comparative TSR performance condition against the constituents of the
FTSE 350. Awards will only be released if the Group’s comparative TSR performance is equal or greater than the median level of performance over the holding
period at which point 25 per cent of the award will be released with full vesting occurring for an upper quartile performance. Vesting occurs on a straight line
basis between these points. Half of the awards made in 2013 are subject to a relative TSR condition as described above with the other half based on EPS
growth targets.
(ii) Value based on the average mid market share price for the previous 28 days to 18 March 2010.
(iii) Value based on the average mid market share price for the previous 28 days to 17 March 2011.
(iv) Value based on the average mid market share price for the previous 28 days to 22 March 2012.
(v) Value based on the average mid market share price for the pervious 28 days to 31 December 2012.
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65
Directors’ interest in shares
To align the interests of senior management with those of shareholders further, Executive Directors are subject to share
ownership guidelines. Executive Directors are required to accumulate a holding of Ordinary Shares in the Company to the value of
100 per cent of their salary. Until the guideline is met the Executive is expected to retain 50 per cent of shares acquired under the
Company's share plans (after allowing for tax and national insurance liabilities).
The interests of the Directors in the share capital of Dignity plc at 27 December 2013 are set out below:
Number of Ordinary Shares
At 27 December 2013
Subject to Percentage of salary held
performance in legally owned shares
At 28 December conditions under under the shareholding
Name 2012 Legally owned Subject to SAYE the LTIP guideline
Mike McCollum 484,167 200,001 – 208,492 519%*
Andrew Davies 282,342 149,732 – 118,418 684%*
Richard Portman 206,526 102,142 612 94,739 583%*
Steve Whittern 108,021 21,367 – 97,525 110%*
Peter Hindley 175,305 175,305 – – Not applicable to
Non-Executive Directors
Ishbel Macpherson 5,288 5,288 – – Not applicable to
Non-Executive Directors
Alan McWalter 2,786 2,786 – – Not applicable to
Non-Executive Directors
Jane Ashcroft – 1,000 – – Not applicable to
Non-Executive Directors
Martin Pexton – 3,000 – – Not applicable to
Non-Executive Directors
There has been no change in the interests set out above between 27 December 2013 and 5 March 2014.
The shares held at 28 December 2012 have been restated to reflect the share consolidation that took place on 12 August 2013.
* The shareholding guideline for the Executive Directors is that they hold 100% of their basic salary as shares based on their salary at 1 March 2013 and the 28 day
average share price to 28 February 2013.
Directors’ total pension entitlements
Age at
27.12.13
Pensionable
service at
27.12.13
Accrued
pension
28.12.12
Accrued
pension
27.12.13
Increase in
accrued
inflation
(net of
inflation)
during
the year
Transfer
value of
increase
(net of
inflation and
employee
contributions)
Payment
in lieu of
retirement
benefits
i.e. pension
supplement
Value x 20
over year
(net of
inflation and
Directors'
contributions)
Total
Normal
pension retirement
age
benefits
Value x 20
at start
of year
Value x 20
at end
of year
Mike McCollum
Richard Portman
46
52
15.67 102,566 104,822
42,318
38,936
14.33
–
2,525
–
17,738
70,035
–
– 70,035
34,062 34,032
65 2,051,320 2,096,440
846,360
65
778,720
(1) Throughout 2013 Richard Portman was a member of the Dignity Pension and Assurance Scheme, which is a defined benefit and tax approved scheme to which both the
Director and the Group contribute. Mike McCollum ceased to be an active member of the Scheme on 31 March 2012 and instead receives a contribution of 15 per cent
of base salary per annum towards his personal pension arrangements. The Group has also arranged permanent life cover equal to the benefit he would have received
had he remained in the Scheme.
(2) Transfer values have been calculated in accordance with the transfer value basis set by the Trustees.
(3) Pension accruals shown are the amounts that would be paid annually on retirement based on service at the end of the current period. This equates to accrued entitlement.
Loss of office payments
No Director left in the year and no compensation for loss of office was paid.
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Dignity plc
Annual Report & Accounts 2013
Report on Directors’ remuneration continued
for the 52 week period ended 27 December 2013
Relative importance of spend on pay
The following table sets out the percentage change in dividends and overall spend of employee pay in the 2013 financial year
compared with the prior year.
2013 2012
£m £m % change
Dividends* 6.2 8.3 (25.3)%
Employee remuneration costs 78.6 71.3 10.2%
*No interim dividend was paid to shareholders in 2013. Instead there was a Return of Value of £1.08 per Ordinary Share.
Percentage change in CEO pay
2013 2012 % change
Chief Executive (£000s)
– Salary 467 458 2%
– Benefits 88 82 7%
– Bonus 1,560 1,541 1%
Full time equivalent average employee (£)(1)
– Salary 18,620 17,182 8%
– Benefits 576 538 7%
– Bonus 1,837 1,490 23%
The table above shows the percentage year on year change in the value of salary, benefits and annual bonus for the Chief Executive
between the current and previous year compared to that of the average employee on a full time equivalent basis. The 2013 bonus
includes the projected value of the shares that could vest from the 2011 LTIP award, comparative includes the value of shares
vesting from the 2010 LTIP awards.
(1) There are 2,727 employees at 27 December 2013, of which 682 were part time.
Performance graph and single figure table
The following graph shows the Company's TSR performance over the last five financial years against the FTSE 350 index.
The FTSE 350 has been chosen as the Company is a member of that index.
5 Year Total Shareholder Return
250%
200%
150%
100%
50%
0%
9
0
r
a
M
9
0
n
u
J
9
0
p
e
S
9
0
c
e
D
0
1
r
a
M
0
1
n
u
J
0
1
p
e
S
0
1
c
e
D
1
1
r
a
M
1
1
n
u
J
1
1
p
e
S
1
1
c
e
D
2
1
r
a
M
2
1
n
u
J
2
1
p
e
S
2
1
c
e
D
3
1
r
a
M
3
1
n
u
J
3
1
p
e
S
3
1
c
e
D
Dignity plc
FTSE 350 Index
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67
The table below shows the total remuneration figure for the CEO over the same five year period. The total remuneration figure
includes the annual bonus and LTIP awards with performance periods ending in or shortly after the relevant year ends.
2009 2010 2011 2012 2013
CEO single total figure of remuneration (£000’s) 1,018 899 917 2,081 2,115
Annual bonus payout relative to maximum (%) 85% 100% 100% 100% 100%
LTIP vesting (%) 63% – – 100% 100%
Statement of shareholder voting at the AGM (Unaudited)
At last year's AGM, the Directors' Remuneration Report received the following votes from shareholders:
Total number of votes % of votes cast
For 46,090,022 98.54%
Against 96,578 0.20%
Abstentions 587,966 1.26%
Total 46,774,566 100%
On behalf of the Board
Alan McWalter
Chairman of the Remuneration Committee
5 March 2014
68
Dignity plc
Annual Report & Accounts 2013
Directors’ report
for the 52 week period ended 27 December 2013
The Directors present their report and the audited consolidated
financial statements for Dignity plc and its subsidiaries for the
52 week period ended 27 December 2013.
Each of the Directors, whose names and functions are listed on
page 44 and 45 of the Annual Report, confirm that, to the best
of their knowledge and belief:
The company registration number of Dignity plc is 4569346.
Statement of Directors’ responsibilities
The Directors are responsible for preparing the Annual Report,
the Report on Directors’ Remuneration and the financial
statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial
statements for each financial year. Under that law the Directors
have prepared the Group financial statements in accordance
with International Financial Reporting Standards (‘IFRSs’) as
adopted by the European Union and the parent company
financial statements in accordance with United Kingdom
Generally Accepted Accounting Practice (United Kingdom
Accounting Standards and applicable law). Under company law
the Directors must not approve the financial statements unless
they are satisfied that they give a true and fair view of the state
of affairs of the Group and the Company and of the profit or
loss of the Group for that period. In preparing these 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; and
• State whether IFRSs as adopted by the European Union
and applicable UK Accounting Standards have been followed,
subject to any material departures disclosed and explained
in the Group and parent Company financial statements
respectively.
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time
the financial position of the Company and the Group and
enable them to ensure that the financial statements and the
Report on Directors’ Remuneration comply with the Companies
Act 2006 and, as regards the Group financial statements,
Article 4 of the IAS Regulation. They are also responsible for
safeguarding the assets of the Company and the Group and
hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity
of the Group’s websites and legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
• The Group financial statements, which have been prepared in
accordance with IFRSs as adopted by the EU, give a true and
fair view of the assets, liabilities, financial position and profit
of the Group; and
• The Strategic report on pages 4 to 41 of the Annual Report
includes a fair review of the development and performance
of the business and the position of the Group, together with
a description of the principal risks and uncertainties that
it faces.
Principal risks and uncertainties
Operational risks are considered on page 33.
An assessment of the Group’s exposure to financial risks
and a description of how these risks are managed are included
in note 2 to the consolidated financial statements.
Capital Reorganisation
On 30 July 2013 Dignity Finance PLC, a subsidiary of the
Group, issued £50.25 million Class A Secured 6.31 per cent
Notes due 2023 and £40.75 million Class B Secured 8.151 per
cent Notes due 2031. This raised a total £93.2 million after
expenses. The Company returned £61.9 million (£1.08 per
Ordinary Share) to shareholders through the issue and
redemption of B or C Share for each existing Ordinary Share.
This was approved at an Extraordinary General Meeting on
8 August 2013. The Company also completed, in August 2013,
a consolidation of its share capital on the basis of 13 new
Ordinary Shares of 11 4/13 pence for every 14 existing
Ordinary Shares of 10.5 pence each.
Share capital
During the period, the Group issued 2,536,863 Ordinary
Shares of 10.5 pence; 2,283,019 were issued at £10.60
each, raising £24.2 million, partly to fund the acquisition of
Yew Holdings Limited for a total consideration of £58.3 million
and 253,844 were issued to satisfy Long-Term Incentive Plan
share awards vesting in the period.
Following the share consolidation referred to above, the issued
share capital of Dignity plc at 27 December 2013 consisted
of 53,343,871 Ordinary Shares of 11 4/13 pence each. All the
Ordinary Shares carry the same rights and obligations. There
are no other class or type of share in issue.
Subsequent to the share consolidation a further 141,981
Ordinary Shares were issued to satisfy options exercised
under the 2010 Save As You Earn Scheme which ended
during the period.
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A special resolution passed at the last Annual General Meeting
on 6 June 2013 gives Dignity plc the authority to purchase up
to 5,704,050 Ordinary Shares of 10.5 pence each at not less
than nominal value and not more than five per cent above
the average middle market quotation for the preceding five
business days. At the same meeting the Company was also
given authority to allot Ordinary Shares up to an aggregate
nominal value of £3,992,835 of which up to £299,463 may be
for cash. These authorities will expire at the conclusion of the
next Annual General Meeting on 5 June 2014. It is the intention
of the Directors to seek renewal of these authorities at that
Annual General Meeting. There are no restrictions at the period
end on the transfer of securities.
Results
The results for the period are set out in the Consolidated
Income Statement on page 74. The Group’s profit before tax
amounted to £49.6 million (2012: £45.4 million).
Dividends
No interim dividend was paid in October 2013 as a capital
return to shareholders was made in August 2013. The Board
has proposed a final dividend of 11.83 pence (2012: 10.75
pence) per share, which, subject to approval at the Annual
General Meeting, will be paid on 27 June 2014 to shareholders
on the register at close of business on 23 May 2014.
Employment policies
During the period, the Group has maintained its obligations
to develop and improve arrangements aimed at involving
employees in its affairs. Methods of communication used
include an in house newsletter, an employee website, bulletins
and management briefings. This is discussed in more detail
in the Corporate and Social Responsibility Report on pages
36 to 38.
Employment policies are designed to provide equal
opportunities irrespective of age, sexuality, colour, ethnic
or national origin, religion, nationality, sex or marital status.
Full consideration is given to the employment, training and
career development of disabled persons, subject only to
their aptitudes and abilities. The Group endeavours, as far as
is practicable, to treat disabled persons equally with others
and will also endeavour to help and accommodate persons
who become disabled whilst working for Dignity.
Directors and their interests
Details of the Directors of the Company who were in office
during the period and up to the date of signing the financial
statements are shown in the Report on Directors’ Remuneration
on pages 59 and 65. In accordance with the Articles of
Association and the UK Corporate Governance Code, at the
Annual General Meeting, all Directors will retire as Directors
of the Company and, being eligible, offer themselves for re-
election at the Annual General Meeting on 5 June 2014.
During the period, the Company maintained liability
insurance for its Directors and Officers. The Directors of
each of the Company’s subsidiaries have the benefit of an
indemnity provision in the Company’s Articles of Association.
The indemnity provision, which is a qualifying third party
indemnity provision as defined by Section 234 of the
Companies Act 2006, was in force throughout the period
and is currently in force.
Health and safety policy
The Group’s operations are designed at all times in such a
way as to ensure, so far as reasonably practicable, the health,
safety and welfare of all of our employees and all other persons
who may be attending our premises. This is discussed in the
Corporate and Social Responsibility Report on page 39.
Corporate Social Responsibility
Maintaining the quality of the environment in which we all
live is an important concern for the Group. This is discussed
in the Corporate and Social Responsibility Report on page 40
alongside other social and ethical considerations.
Carbon Reporting
The Group reports its Greenhouse Gas to the Carbon Disclosure
Project on an annual basis in tonnes of carbon dioxide
equivalent resulting from the combustion of fuel (direct Scope
1 Emissions) and that resulting from the purchase of electricity
(indirect Scope 2 Emissions). The emissions for the last five
years are as follows:
2013 2012 2011 2010 2009
Scope 1 15,077 15,097 15,202 16,798 15,005
Scope 2 7,151 7,861 7,388 6,938 8,366
Total 22,228 22,958 22,590 23,736 23,371
Per FTE Employee 8.14 9.03 9.12 9.62 9.52
The Greenhouse Gas emissions have been shown as a per
full time equivalent employee ratio. The rationale for the choice
of ratio is that it is the best measure available to the Group
given the diversity of the property portfolio, the three separate
divisions of the business and the absence of a similar business
to benchmark against.
Scope 1 and Scope 2 emissions information is derived from
accurate consumption information on utility bills, smart meter
readings and fuel card data. These are then multiplied by the
appropriate emission factor from Defra/DECC and certified
by the Carbon Trust. Standard and accepted methods of
calculation have been used to derive the emissions information.
The Group does not collect or report Scope 3 emissions
principally because of the difficulty of collating accurate
information and the deemed value of that information.
70
Dignity plc
Annual Report & Accounts 2013
Directors’ report continued
for the 52 week period ended 27 December 2013
Going concern
The Directors receive and review regularly management
accounts, cash balances, forecasts and the annual budget
together with covenant reporting. After careful consideration,
and mindful of the current market conditions, the Directors
confirm they are satisfied that the Group has adequate
resources to continue operating for the foreseeable future.
For this reason, they continue to adopt the going concern
basis for preparing the financial statements. The Directors
formally considered this matter at the Board meeting held
on 28 February 2014.
Post balance sheet events
Please refer to note 32 of the Notes to the Consolidated
Financial Statements for further details.
Independent Auditors and disclosure
of information to Auditors
A resolution for the reappointment of PricewaterhouseCoopers
LLP will be proposed at the forthcoming Annual General Meeting.
In the case of each of the persons who are Directors at the
time when the report is approved, the following applies:
• So far as the Director is aware, there is no relevant audit
information of which the Company’s auditors are unaware;
and
• The Directors have taken appropriate steps to make
themselves aware of any relevant audit information and
to establish that the Company’s auditor is aware of that
information.
Corporate Governance Statement
The information that fulfils the requirements of a corporate
governance statement in accordance with rule 7.2 of the
Disclosure and Transparency Rules can be found in this
Directors’ Report and in the Directors’ Statement on Corporate
Governance on pages 46 to 49, which is incorporated by
reference.
Strategic report
The Strategic report on pages 4 to 41 has been approved
by the Board.
By order of the Board
Richard Portman
Company Secretary
5 March 2014
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
71
29
Independent auditors’ report to the members of Dignity plc
for the 52 week period ended 27 December 2013
Report on the Group financial statements
Our opinion
In our opinion the Group financial statements, defined below:
• give a true and fair view of the state of the Group’s affairs as
at 27 December 2013 and of the Group’s profit and cash
flows for the 52 week period then ended;
• have been properly prepared in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the
European Union; and
• have been prepared in accordance with the requirements of
the Companies Act 2006 and Article 4 of the IAS Regulation.
This opinion is to be read in the context of what we say in the
remainder of this report.
What we have audited
The Group financial statements, which are prepared by Dignity
plc, comprise:
• the Consolidated balance sheet as at 27 December 2013;
• the Consolidated income statement and Consolidated
statement of comprehensive income for the 52 week period
then ended;
• the Consolidated statement of changes in equity and
Consolidated statement of cash flows for the 52 week period
then ended; and
• the notes to the financial statements, which include a
summary of significant accounting policies and other
explanatory information.
The financial reporting framework that has been applied in their
preparation comprises applicable law and IFRSs as adopted by
the European Union.
Certain disclosures required by the financial reporting
framework have been presented elsewhere in the Annual Report
& Accounts (the “Annual Report”), rather than in the notes to
the financial statements. These are cross-referenced from the
financial statements and are identified as audited.
What an audit of financial statements involves
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) (‘ISAs (UK & Ireland)’).
An audit involves obtaining evidence about the amounts and
disclosures in the financial statements sufficient to give
reasonable assurance that the financial statements are free
from material misstatement, whether caused by fraud or error.
This includes an assessment of:
• whether the accounting policies are appropriate to the
Group’s circumstances and have been consistently applied
and adequately disclosed;
• the reasonableness of significant accounting estimates
made by the directors; and
• the overall presentation of the financial statements.
In addition, we read all the financial and non-financial
information in the Annual Report to identify material
inconsistencies with the audited Group financial statements
and to identify any information that is apparently materially
incorrect based on, or materially inconsistent with, the knowledge
acquired by us in the course of performing the audit. If we
become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
Overview of our audit approach
Materiality
We set certain thresholds for materiality. These helped
us to determine the nature, timing and extent of our audit
procedures and to evaluate the effect of misstatements,
both individually and on the financial statements as a whole.
Based on our professional judgement, we determined
materiality for the Group financial statements as a whole to be
£4 million. In arriving at this judgement we have had regard to
earnings before interest and taxation, because in our view, this
is the most relevant measure of underlying performance.
We agreed with the Audit Committee that we would report
to them misstatements identified during our audit above
£0.2 million as well as misstatements below that amount
that, in our view, warranted reporting for qualitative reasons.
Overview of the scope of our audit
The Group is structured along three business lines being
funeral services, crematoria and pre-arranged funeral plans,
supported by central overhead functions. These business lines
and central functions are arranged into a number of statutory
entities. The Group financial statements are a consolidation
of these statutory entities which are all managed centrally
at the head office.
For the purposes of our group audit, we identified seven
statutory entities which, in our view, required an audit of their
complete financial information, either due to their size or their
risk characteristics. However we also completed our audits
of the financial information of other, non-significant statutory
entities prior to completion of the Group financial statements.
Therefore, together with additional procedures performed at
the Group level with respect to consolidation adjustments, we
obtained 99% coverage of the group earnings before interest
and taxation, which gave us the evidence we needed for our
opinion on the Group financial statements as a whole.
Areas of particular audit focus
In preparing the financial statements, the directors made
a number of subjective judgements, for example in respect
of significant accounting estimates that involved making
assumptions and considering future events that are inherently
uncertain. We primarily focused our work in these areas by
assessing the directors’ judgements against available evidence,
forming our own judgements, and evaluating the disclosures
in the financial statements.
In our audit, we tested and examined information, using
sampling and other auditing techniques, to the extent we
considered necessary to provide a reasonable basis for us to
draw conclusions. We obtained audit evidence through testing
the effectiveness of controls, substantive procedures or a
combination of both.
72
Dignity plc
Annual Report & Accounts 2013
Independent auditors’ report to the members of Dignity plc continued
for the 52 week period ended 27 December 2013
We considered the following areas to be those that required
particular focus in the current period. This is not a complete
list of all risks or areas of focus identified by our audit.
We discussed these areas of focus with the Audit Committee.
Their report on those matters that they considered to be
significant issues in relation to the financial statements is
set out on pages 50 and 51.
Area of focus
How the scope of our audit
addressed the area of focus
Acquisition of Yew Holdings
Limited – valuation of assets
acquired and associated
goodwill, and presentation
and disclosure in the
financial statements
We focused on the valuation
and completeness of assets
and liabilities recognised in
the balance sheet relating
to this acquisition, including
the resulting goodwill, due
to the size of the acquisition
and the significance of
judgements management
were required to make in
accounting for this acquisition.
The presentation and
disclosure of the acquisition
is considered to be complex
under IFRS 3 (revised).
Fraud in revenue recognition
ISAs (UK & Ireland) presume
there is a risk of fraud in
revenue recognition because
of the pressure management
may feel to achieve the
planned results.
The pressure is considered
to be heightened in a listed
company given the external
market pressures to achieve
planned results. We focused
on the completeness of this
revenue and whether this
revenue had been earned.
Risk of management override
of internal controls
ISAs (UK & Ireland) require
that we consider this.
We performed procedures to determine the
completeness of rights and obligations to
assets and liabilities acquired.
We obtained and evaluated the independent
valuations of freehold properties commissioned
by management. We compared and challenged
key assumptions used, including the valuation
basis as ‘market value adjusted for certain
assumptions’ (being that the property would
be vacant and the business closed but that
the property will continue to be used for its
existing use). We also tested the existence
of a sample of properties by agreeing to
supporting title deeds.
We obtained an understanding of the
intangible assets acquired and performed
procedures to obtain evidence for the value
allocated to trade names by obtaining
management’s summary of customer market
data and agreeing relevant inputs to third
party administered questionnaires.
Having obtained audit evidence for the
valuation of assets and liabilities acquired,
we re-performed management’s calculation
of the resulting goodwill.
We also performed procedures to determine
that disclosure of the transaction in the
financial statements was appropriate and
complies with the relevant accounting
standards.
We evaluated the IT systems as the
foundation of the evidence that we obtained
regarding the revenue recognised during
the period.
We obtained evidence that invoices had
been issued appropriately and that cash
had been collected, or a receivable recorded
for each sale selected for testing, including
whether the revenue was recorded in the
correct period.
We tested deferred income to identify that
it is appropriately calculated in accordance
with the revenue recognition policy and that
revenue was allocated to the correct period.
We also tested journal entries posted
to revenue accounts to identify unusual
or irregular items and obtained evidence
to determine the rationale for the
adjustments tested.
We assessed the overall control environment
of the Group, including the arrangements for
staff to “whistle-blow” inappropriate actions,
and discussed fraud with senior management
and the head of the Group’s internal audit
function. We examined the significant
accounting estimates and judgements
relevant to the financial statements for
evidence of bias by the directors that may
represent a risk of material misstatement
due to fraud. We tested some smaller value
items and some higher risk areas in an
unpredictable manner compared with
previous periods. We also tested a sample
of journal entries.
Going Concern
Under the Listing Rules we are required to review the directors’
statement, set out on page 70, in relation to going concern.
We have nothing to report having performed our review.
As noted in the directors’ statement, the directors have
concluded that it is appropriate to prepare the Group’s financial
statements using the going concern basis of accounting.
The going concern basis presumes that the Group has
adequate resources to remain in operation, and that the
directors intend it to do so, for at least one year from the date
the financial statements were signed. As part of our audit we
have concluded that the directors’ use of the going concern
basis is appropriate.
However, because not all future events or conditions can be
predicted, these statements are not a guarantee as to the
Group’s ability to continue as a going concern.
Opinions on matters prescribed by the Companies Act 2006
In our opinion:
• the information given in the Strategic Report and the
Directors’ Report for the financial period for which the Group
financial statements are prepared is consistent with the Group
financial statements; and
• the information given in the Corporate Governance Statement
set out on pages 46 to 49 in the Annual Report with respect
to internal control and risk management systems and about
share capital structures is consistent with the financial
statements.
Other matters on which we are required to report
by exception
Adequacy of information and explanations received
Under the Companies Act 2006 we are required to report to
you if, in our opinion we have not received all the information
and explanations we require for our audit. We have no
exceptions to report arising from this responsibility.
Directors’ remuneration
Under the Companies Act 2006 we are required to report
to you if, in our opinion, certain disclosures of directors’
remuneration specified by law have not been made, and under
the Listing Rules we are required to review certain elements
of the report to shareholders by the Board on directors’
remuneration. We have no exceptions to report arising from
these responsibilities.
Corporate Governance Statement
Under the Companies Act 2006, we are required to report to
you if, in our opinion a corporate governance statement has not
been prepared by the Parent Company. We have no exceptions
to report arising from this responsibility.
Under the Listing Rules we are required to review the part
of the Corporate Governance Statement relating to the
Parent Company’s compliance with nine provisions of the UK
Corporate Governance Code (“the Code”). We have nothing
to report having performed our review.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
73
29
Other matters
We have reported separately on the parent company financial
statements of Dignity plc for the 52 week period ended 27
December 2013 and on the information in the Directors’
Remuneration Report that is described as having been audited.
Matthew Mullins (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Birmingham
5 March 2014
On page 49 of the Annual Report, as required by the Code
Provision C.1.1, the directors state that they consider the
Annual Report taken as a whole to be fair, balanced and
understandable and provides the information necessary for
members to assess the Group’s performance, business model
and strategy. On pages 50 and 51, as required by C.3.8 of the
Code, the Audit Committee has set out the significant issues
that it considered in relation to the financial statements, and
how they were addressed. Under ISAs (UK & Ireland) we are
required to report to you if, in our opinion:
• the statement given by the directors is materially inconsistent
with our knowledge of the Group acquired in the course of
performing our audit; or
• the section of the Annual Report describing the work of the
Audit Committee does not appropriately address matters
communicated by us to the Audit Committee.
We have no exceptions to report arising from this responsibility.
Other information in the Annual Report
Under ISAs (UK & Ireland), we are required to report to you
if, in our opinion, information in the Annual Report is:
• materially inconsistent with the information in the audited
Group financial statements; or
• apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the Group acquired in
the course of performing our audit; or
• is otherwise misleading.
We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Directors’ Responsibilities
Statement set out on page 68, the directors are responsible for
the preparation of the Group financial statements and for being
satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
Group financial statements in accordance with applicable
law and ISAs (UK & Ireland). Those standards require us to
comply with the Auditing Practices Board’s Ethical Standards
for Auditors.
This report, including the opinions, has been prepared for and
only for the Company’s members as a body in accordance with
Chapter 3 of Part 16 of the Companies Act 2006 and for no
other purpose. We do not, in giving these opinions, accept or
assume responsibility for any other purpose or to any other
person to whom this report is shown or into whose hands it
may come save where expressly agreed by our prior consent
in writing.
74
Dignity plc
Annual Report & Accounts 2013
Consolidated income statement
for the 52 week period ended 27 December 2013
Revenue
Cost of sales
Gross profit
Administrative expenses
Other income
Operating profit
Analysed as:
Operating profit before profit (or loss) on sale of fixed assets
and before external transaction costs
(Loss)/profit on sale of fixed assets
External transaction costs
Operating profit
Finance costs
Finance income
Profit before tax
Taxation – before exceptional items
Taxation – exceptional
Taxation
Profit for the period attributable to equity shareholders
Earnings per share for profit attributable to equity shareholders
– Basic and diluted (pence)
Underlying Earnings per share (pence)
Consolidated statement of comprehensive income
for the 52 week period ended 27 December 2013
Profit for the period
Items that will not be reclassified to profit or loss
Actuarial loss on retirement benefit obligations
Tax on actuarial loss on retirement benefit obligations
Other comprehensive loss
Total comprehensive income for the period
Attributable to:
Equity shareholders of the parent
Note
3
3
3
5
3
4
4
5
6
6
6
3
8
8
Note
28
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
256.7
(105.4)
151.3
(76.2)
–
75.1
78.4
(0.1)
(3.2)
75.1
(28.9)
3.4
49.6
(12.7)
3.5
(9.2)
40.4
72.8p
72.1p
229.6
(95.3)
134.3
(67.1)
1.5
68.7
69.4
0.1
(0.8)
68.7
(25.8)
2.5
45.4
(11.7)
2.0
(9.7)
35.7
65.1p
62.8p
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
40.4
35.7
(2.0)
0.5
(1.5)
38.9
(0.9)
0.2
(0.7)
35.0
38.9
35.0
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
75
29
Consolidated balance sheet
as at 27 December 2013
Assets
Non–current assets
Goodwill
Intangible assets
Property, plant and equipment
Financial and other assets
Retirement benefit asset
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents – excluding collateralisation of Liquidity Facility
Cash and cash equivalents – collateralisation of Liquidity Facility(1)
Cash and cash equivalents
Total assets
Liabilities
Current liabilities
Financial liabilities – excluding collateralisation of Liquidity Facility
Financial liabilities – collateralisation of Liquidity Facility(1)
Financial liabilities
Trade and other payables
Current tax liabilities
Provisions for liabilities and charges
Non-current liabilities
Financial liabilities
Deferred tax liabilities
Other non–current liabilities
Provisions for liabilities and charges
Retirement benefit obligation
Total liabilities
Shareholders’ equity
Ordinary share capital
Share premium account
Capital redemption reserve
Other reserves
Retained earnings
Total equity
Total equity and liabilities
27 December
2013
£m
28 December
2012
£m
Note
9
9
10
11
28
13
14
15
15
15
16
16
16
17
19
16
20
17
19
28
22
173.7
76.7
183.6
12.7
–
446.7
6.6
27.8
79.3
63.0
142.3
176.7
623.4
20.8
63.0
83.8
52.0
6.7
1.1
143.6
403.1
26.9
2.8
3.8
1.0
437.6
581.2
6.0
20.8
121.6
(6.4)
(99.8)
42.2
623.4
151.1
53.4
157.1
12.6
0.1
374.3
6.5
25.6
55.6
–
55.6
87.7
462.0
24.5
–
24.5
46.2
5.1
1.1
76.9
310.1
24.2
2.8
3.4
–
340.5
417.4
5.7
17.4
99.3
(7.2)
(70.6)
44.6
462.0
The financial statements on pages 74 to 112 were approved by the Board of Directors on 5 March 2014 and were signed on its
behalf by:
M K McCollum
Chief Executive
S L Whittern
Finance Director
(1) During the period, the Group forced the cash collateralisation of the Liquidity Facility, which supports the repayment of Secured Notes in the event of default.
This followed the downgrade of RBS by S&P. Further information may be found in the Financial Review and notes 16(f) and 21(d).
76
Dignity plc
Annual Report & Accounts 2013
Consolidated statement of changes in equity
for the 52 week period ended 27 December 2013
Shareholders’ equity as at
30 December 2011
Profit for the 52 weeks ended
28 December 2012
Actuarial loss on defined
benefit plans
Tax on pensions
Total comprehensive income
Effects of employee share options
Tax on employee share options
Adjustment for tax rate change 25% to 23%
Dividends (see note 7)
Shareholders’ equity as at
28 December 2012
Profit for the 52 weeks ended
27 December 2013
Actuarial loss on defined
benefit plans
Tax on pensions
Total comprehensive income
Effects of employee share options
Tax on employee share options
Proceeds from share issue
Issue costs in respect of shares issued
Issue of shares under LTIP scheme(i)
Gift to Employee Benefit Trust
Issue of shares under SAYE scheme(ii)
Adjustment for tax rate change 23% to 20%
Issue of B Shares in respect of
Capital Option (see note 7)
Redemption of B Shares in respect of
Capital Option (see note 7)
Dividend in respect of Special Dividend
Option (see note 7)
Dividends (see note 7)
Ordinary
share
capital
£m
Share
premium
account
£m
Capital
redemption
reserve
£m
Other
reserves
£m
Retained
earnings
£m
5.7
17.4
99.3
(7.9)
(97.3)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
1.2
(0.4)
(0.1)
–
35.7
(0.9)
0.2
35.0
–
–
–
(8.3)
5.7
17.4
99.3
(7.2)
(70.6)
–
–
–
–
–
–
0.2
–
–
–
0.1
–
–
–
–
–
–
–
–
–
–
–
24.0
(0.9)
1.7
–
0.9
–
(22.3)
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
22.3
–
–
–
–
–
–
1.5
1.1
–
–
–
(1.7)
–
(0.1)
–
–
–
–
40.4
(2.0)
0.5
38.9
–
–
–
–
–
–
–
–
Total
equity
£m
17.2
35.7
(0.9)
0.2
35.0
1.2
(0.4)
(0.1)
(8.3)
44.6
40.4
(2.0)
0.5
38.9
1.5
1.1
24.2
(0.9)
1.7
(1.7)
1.0
(0.1)
–
(22.3)
(22.3)
(39.6)
(6.2)
(99.8)
–
(39.6)
(6.2)
42.2
Shareholders’ equity as at 27 December 2013
6.0
20.8
121.6
(6.4)
(i) Relating to issue of 253,844 shares under 2010 LTIP scheme.
(ii) Relating to issue of 141,981 shares under 2010 SAYE scheme.
The above amounts relate to transactions with owners of the Company except for the profit for the period and also pension
items (net of tax) of £1.5 million loss (December 2012: £0.7 million loss).
Capital redemption reserve
The capital redemption reserve represents £80,002,465 B Shares that were issued on 2 August 2006 and redeemed for cash
on the same day, £19,274,610 B Shares that were issued on 10 October 2010 and redeemed for cash on 11 October 2010
and £22,263,112 B Shares that were issued on 12 August 2013 and redeemed for cash on 20 August 2013.
Other reserves
Other reserves includes movements relating to the Group’s SAYE and LTIP schemes and associated deferred tax, together
with a £12.3 million merger reserve.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
77
29
Consolidated statement of cash flows
for the 52 week period ended 27 December 2013
Cash flows from operating activities
Cash generated from operations before external transaction costs and
exceptional pension contributions
Exceptional contribution to pension scheme
External transaction costs in respect of acquisitions
Cash generated from operations
Finance income received
Finance costs paid
Transfer from restricted bank accounts for finance costs
Payments to restricted bank accounts for finance costs
Total payments in respect of finance costs
Tax paid
Transfers from restricted bank accounts
Net cash generated from operating activities
Cash flows from investing activities
Acquisition of subsidiaries and businesses (net of cash acquired)
Proceeds from sale of property, plant and equipment
Vehicle replacement programme and improvements to locations
Branch relocations
Satellite locations
Development of new crematoria
Mercury abatement project
Purchase of property, plant and equipment
Net cash used in investing activities
Cash flows from financing activities
Proceeds from issue of Secured Notes
Proceeds from borrowings
Issue costs in respect of borrowings and Secured Notes
Proceeds from share issued
Issue costs in respect of shares issued
Repayment of borrowings
Transfer from restricted bank accounts for repayment of borrowings
Payments to restricted bank accounts for repayment of borrowings
Total payments in respect of borrowings
Dividends paid to shareholders on Ordinary Shares
Redemption of B Shares in respect of Capital Option
Redemption of C Shares in respect of Special Dividend Option
Net cash generated/(used) in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Restricted cash
Collateralisation of Liquidity Facility (restricted)
Cash and cash equivalents at the end of the period as reported in the
consolidated balance sheet
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
94.2
(1.0)
(1.6)
91.6
0.6
(25.0)
11.9
(14.6)
(27.7)
(10.9)
1.5
55.1
(60.7)
0.6
(14.2)
(1.1)
(0.3)
(2.0)
(0.6)
(18.2)
(78.3)
97.7
39.8
(5.4)
25.2
(0.9)
(42.6)
4.2
(5.7)
(44.1)
(6.2)
(22.3)
(39.6)
44.2
21.0
38.0
59.0
20.3
63.0
142.3
83.3
–
(1.0)
82.3
0.3
(12.6)
–
(11.9)
(24.5)
(8.6)
–
49.5
(10.7)
0.8
(11.8)
(1.0)
(1.3)
(4.4)
(1.9)
(20.4)
(30.3)
–
–
–
–
–
(4.1)
–
(4.2)
(8.3)
(8.3)
–
–
(16.6)
2.6
35.4
38.0
17.6
–
55.6
Note
25
15
26
15
7
7
7
15
15
15
15
78
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements
for the 52 week period ended 27 December 2013
1 Accounting policies
The principal accounting policies adopted in the preparation of these financial statements are set out below. These policies
have been consistently applied to all periods presented, unless otherwise stated.
Basis of preparation
European law requires that the Group’s consolidated financial statements for the 52 week period ended 27 December 2013
are prepared in accordance with all applicable International Financial Reporting Standards (‘IFRSs’), as adopted by the
European Union. These financial statements have been prepared in accordance with IFRS, International Financial Reporting
Interpretations Committee (‘IFRIC’) interpretations (as issued by the International Accounting Standards Board) and those
parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The consolidated financial statements are prepared on a going concern basis and have been prepared under the historical
cost convention, as modified by financial assets and liabilities at fair value through the income statement.
Preparation of financial statements
The preparation of financial statements in conformity with International Financial Reporting Standards requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities. This will also affect the
disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reported period. Actual results may differ from those estimates.
Basis of consolidation
The financial statements are presented in the form of Group financial statements. The Group financial statements consolidate
the accounts of the Company and the entities controlled by the Company (including all of its subsidiary entities) after
eliminating internal transactions. Control is achieved where the Company has the power to govern the financial and operating
policies of an investee entity so as to obtain economic benefits from its activities.
Results of subsidiary undertakings acquired during the period are included from the effective date of control using the
acquisition method of accounting. The separable net assets, both tangible and intangible, of newly acquired subsidiary
undertakings are incorporated into the financial statements on the basis of the fair value to the Group as at the effective date
of control.
Exceptional items
Exceptional items are of a non–recurring nature to the results for the period and are therefore presented separately. In both
periods exceptional items relate to the exceptional credit due to the change to the headline rate of corporation tax.
External transaction costs
External transaction costs are of a non–recurring nature to the results for the period and are therefore presented separately.
They relate wholly to external costs incurred by the Group.
Pre–arranged fun eral plan trusts
The five pre–arranged funeral plan trusts were not consolidated during the period as they were not controlled by the Group.
Specifically, Article 60 of the Financial Services and Markets Act 2000 (‘Regulated Activities’) Order 2001 requires a majority
of the managing trustees to be independent of the Group. Furthermore, the Group did not direct their financial and operating
policies, nor did it have substantially all of the risks and rewards of their ownership.
Revenue
Revenue from funeral operations comprises the amount recoverable from customers for the provision of funerals, income
from crematoria and other services, to the extent that those services have been performed or the goods supplied.
Revenues include amounts receivable from the pre–arranged funeral plan trusts for funerals performed by the Group for
pre–arranged funeral plan members.
Income from memorial sales is recognised at the point of sale, to the extent that the goods have been supplied. Costs of
maintaining memorials are recognised as incurred.
The accounting policies for recognising turnover for pre–arranged funeral plans are stated below. The Group pays certain
disbursements such as crematoria fees, burial plots, ministers’ fees and doctors’ fees on behalf of its clients. These amounts
are recovered as part of the invoicing process. However, these amounts are not included within net revenues as they are
simply passed on to the customer at cost.
The Group views the United Kingdom as one geographical segment, given each local business exhibits similar long–term
characteristics.
All amounts are exclusive of VAT.
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29
1 Accounting policies (continued)
Pre–arranged funeral plans
Trust plans
The Group markets and sells pre–arranged funeral plans, with monies received from selling funeral plans being held and
controlled by independent pre–arranged funeral plan trusts (the ‘Trusts’). The responsibility for the ultimate performance of
funerals is allocated to funeral directors, who are selected by the beneficiary of the plan and some of whom are not owned by
the Group.
The Group receives monies from the Trusts in respect of the following transactions:
• A marketing and administration allowance in respect of each plan sold. The marketing element is only refundable in the
event that the plan is subsequently cancelled. A provision is made for cancellations based on historical experiences, where
material, to cover the estimated marketing element refundable to the Trusts. Marketing and administration allowances are
included in Group revenue when the related plan is sold less the provision for refunds arising on cancellations; and
• Further contributions are also received from the Trusts in return for the provision of general ongoing administrative services
supplied to the Trusts. These contributions are included in Group revenue for the period to which they relate.
All costs in respect of the marketing and administration of the pre–arranged funeral plans are expensed in the Group income
statement as incurred.
From time to time, the Group receives monies from certain of the Trusts, in line with the relevant Trust’s deed, which have
been assessed by the trustees as not required to ensure the Trust has sufficient assets to meet its future liabilities in respect
of current members (‘Recoveries’). All Recoveries are recognised as other income in the period in which the trustees approve
their payment.
The Group makes payments on behalf of the Trusts relating to the ongoing overheads of the Trusts, refunds to members of
the Trusts in event of cancellation, and the payments made to third party funeral directors when the funeral is ultimately
performed. All such payments are reimbursed in full by the Trusts on demand, in accordance with the terms of the relevant
Trust’s deed.
Neither the sales value of plans nor the costs of providing funerals are recognised in the financial statements of the Group
when a pre–arranged funeral plan is sold.
Each Dignity marketing company contractually guarantees with the customer of a pre–arranged funeral plan that
(i) if the customer chooses to cancel their selected funeral plan, a full refund will be made to the customer of all monies paid
in respect thereof (less in certain cases an administration fee payable to the relevant Dignity marketing company); (ii) the
funeral director’s services (as selected by the customer) will be provided regardless of price rises in the future; and (iii) for
certain plans sold, specific disbursements will be provided regardless of price rises in the future.
Insurance plans
The Group is the named beneficiary on a number of life assurance products sold by third party insurance companies, in
consideration for which the Group has committed to performing the funeral (including some disbursements) of the plan
holder at no further charge.
A commission is paid when the policy is charged to the Group. As this commission is fully refundable if the Group does not
perform the funeral for any reason, it is carried as a receivable and expensed when the funeral is performed.
In the event of death of the policyholder, the Group makes an agreed payment to the nominated funeral director and a
receivable is recognised. At this time a commission fee is recognised as turnover. All monies are reclaimed in full from the life
insurance company.
Share–based payments
The Group issues equity settled share–based payments to certain employees. A fair value for the equity settled share awards
is measured at the date of grant. Management measures the fair value using the valuation technique that they consider to be
the most appropriate to value each class of award, which include Black–Scholes calculations and Monte Carlo simulations.
The valuations take into account factors such as non–transferability, exercise restrictions and behavioural considerations.
An expense is recognised to spread the fair value of each award over the vesting period on a straight line basis, after allowing
for an estimate of the share awards that will eventually vest. The estimate of the level of vesting is reviewed at least annually,
with any impact on the cumulative charge being recognised immediately. When the options are exercised the Company issues
new shares.
80
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
1 Accounting policies (continued)
Earnings per Ordinary Share
Basic Earnings per Ordinary Share (‘EPS’) is calculated by dividing the profit on ordinary activities after taxation by the
weighted average number of shares in issue during the period. Diluted EPS is calculated by dividing profit on ordinary
activities after taxation by the weighted average number of shares in issue during the period increased by the effects of all
dilutive potential Ordinary Shares (primarily share options). Underlying Earnings per Ordinary Share is calculated by dividing
the underlying profit after tax by the weighted average number of shares in issue during the period.
Intangible assets – goodwill
Goodwill, which represents the excess of the fair value of the consideration for subsidiaries and other businesses over the fair
values of the net assets acquired and liabilities assumed, is capitalised and stated at historical cost less provisions for
impairment.
Goodwill is allocated to cash–generating units for the purpose of impairment testing. The business and subsidiaries acquired
are generally combined with existing operations in the year of acquisition, or the year thereafter and are therefore only
considered to be separate cash–generating units during this time.
Intangible assets – trade names
Intangible trade names are recognised as assets at the fair value of the consideration paid to acquire them and are carried at
historical cost less provisions for amortisation and impairment. When acquired as part of a business combination the fair
value is calculated by reference to the estimated incremental cash flows expected to arise by virtue of the trade name being
well–established.
Amortisation is provided from the date of acquisition so as to write–off the asset on a straight line basis over the term of its
useful life. Where there are indicators that a trade name has an indefinite life then these assets are not amortised but are
subject to annual impairment reviews. The factors that indicate an indefinite life of trade names acquired include the fact that
the Group is a significant operator in a well–established market with inelastic demand, the conservative nature of the UK
funeral industry that acts as a barrier to entry for new trade names, and the Group’s track record for actively monitoring and
relocating trade names to combat shifting demographics. In addition, when allocating a useful life to acquired trade names,
the following matters are considered:
• The strength of the trade name in its local environment which is assessed by reference to relative market share and
anticipated profitability;
• The likelihood that market based factors could truncate a trade name’s life such as competition and shifting demographics
and the Group’s ability to combat these;
• The length of time, prior to acquisition, for which trade has been conducted under the name acquired; and
• The likely support the Group will give to the name in its local environment through marketing and promotion, maintaining
community awareness etc.
The useful lives of all capitalised trade names are considered to be indefinite and are reviewed on an annual basis.
Intangible assets – non–compete contracts
Non–compete contracts arising from business combinations are capitalised at the fair value, which is calculated as the
present value of any consideration paid discounted at the Group’s cost of capital.
All costs are amortised over the term of the relevant agreement on a straight line basis.
Intangible assets – software
Where computer software is not an integral part of a related item of computer hardware, the software is treated as an
intangible asset. Acquired computer software licences are capitalised on the basis of costs incurred to acquire and bring into
use the specific software.
An internally generated intangible asset arising from the Group’s development of computer systems (including websites) is
recognised if and only if the costs are directly associated with the production of identifiable and unique software products,
controlled by the Group and it is probable that future economic benefits will flow to the Group. All other costs incurred in
research or development are expensed as incurred. Capitalised costs will include, where appropriate, directly attributable
payroll costs and a portion of direct overheads.
Costs recognised as assets are amortised over their estimated useful lives (three to eight years) using the straight line method.
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1 Accounting policies (continued)
Intangible assets – use of third party brand name
The Group has a marketing agreement with Age UK Enterprises Limited, giving rights to market pre–arranged funeral plans
under the Age UK brand. The value of this right has been recognised as a separate intangible asset.
This asset is being amortised over twenty years on a straight line basis, recognising that each year’s additional marketing
activity generates incremental revenues and profits to the Group for at least the following twenty years.
Property, plant and equipment
Assets are recorded in the balance sheet at cost less accumulated depreciation and any recognised impairment loss. Cost
includes, where appropriate, directly attributable costs incurred in bringing each asset to its present location and condition.
Depreciation is charged (excluding freehold land and assets in the course of construction) so as to write off the cost of assets
to their residual value, over their expected useful lives using the straight line method. The bases and annual depreciation rates
in use for the various classes of assets are as follows:
Freehold and long leasehold buildings
Short leasehold buildings
Motor vehicles
Computers
Other plant and equipment
Fixtures and fittings
2% – 10%
Over term of lease
11% – 20%
20%
5% – 33%
15%
Freehold land is not depreciated on the basis that land has an unlimited life. Where the historical cost of land and buildings
cannot be split, the Directors have estimated that the historical cost attributable to land is one third (based on historical data)
of the original cost of acquiring the land and buildings. This estimate is regularly reviewed.
Major renovations of the Group’s trading premises and cremator re–linings are depreciated over the remaining life of the
related asset or to the estimated date of the next major renovation or cremator re–lining, whichever is sooner. Asset lives and
residual values for each class of asset are reviewed annually and adjusted if appropriate at each balance sheet date.
Borrowing costs
If the construction phase of property, plant or equipment extends over a long period, the interest incurred on borrowed capital
up to the date of completion is capitalised as part of cost of construction in accordance with IAS 23 (Borrowing Costs).
Repairs and renewals
All repairs and renewals are charged to the income statement unless they represent an enhancement to the original asset.
Property, plant and equipment held under leases
When assets are financed by leasing agreements, where the risks and rewards are substantially transferred to the Group, the
assets are treated as if they had been purchased outright and the corresponding liability to the lessor is included as an
obligation under finance leases. Depreciation on leased assets is charged to the income statement on the same basis as
owned assets. Leasing payments are treated as consisting of capital and interest elements and the interest is charged to the
income statement so as to achieve a constant rate on the outstanding lease obligation.
All other leases are ‘operating leases’ and the relevant annual rentals are charged to the income statement.
Profit (or loss) on sale of fixed assets
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised
within profit (or loss) on sale of fixed assets in the income statement.
Impairment of assets
The carrying values of intangible assets and property, plant and equipment are reviewed for impairment in periods where
events or changes in circumstances indicate that the carrying value may not be recoverable. Assets that have an indefinite
useful life (e.g. goodwill) are not subject to amortisation and are tested annually for impairment.
Where an asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable
amount of the cash–generating unit to which the asset belongs. For goodwill this is considered at a business segment level
as that is the level at which the return on assets acquired is monitored. For other intangibles (principally trade names) this
is considered at a regional level for each business segment as this is the level where cash inflows are largely independent.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future
discounted cash flows of the cash–generating unit are estimated, based on latest management expectations for the following
year and an annual growth rate in subsequent years. These cash flows are discounted at rates that management estimate to be
the risk affected average cost of capital for the particular segment and compared to the carrying value of the relevant asset.
Any impairment in the value of an asset below its carrying value is charged to the income statement within operating profit.
A reversal of an impairment loss is recognised in the income statement to the extent that the original loss was recognised.
82
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
1 Accounting policies (continued)
Inventories
Inventories, which comprise funeral supplies and monumental masonry, are stated at the lower of cost and net realisable
value. Cost includes all directly attributable costs incurred in bringing each product to its present location and condition.
Net realisable value is based on estimated selling price less any further costs expected to be incurred in completion and sale.
Taxation
The tax charge for the period includes the charge for tax currently payable and deferred tax. The current tax charge represents
the estimated amount due that arises from the operations of the Group in the period and after making adjustments to
estimates in respect of prior years.
Deferred tax is recognised in respect of all differences between the carrying amount of assets and liabilities in the financial
statements and the corresponding tax bases used in the computation of taxable profit, except where the temporary
difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax assets and liabilities are
offset to generate a net asset or liability.
Deferred tax liabilities are recognised where the carrying value of an asset is greater than its associated tax basis or where
the carrying value of a liability is less than its associated tax basis. Deferred tax is provided for any differences that exist
between the tax base and accounting base of intangibles arising from a business combination that does not involve the
acquisition of a subsidiary.
A net deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available evidence,
it can be regarded as more likely than not that there will be suitable taxable profits from which the future reversal of the
deductible temporary difference can be utilised.
Deferred tax is measured at the tax rates that are expected to apply in the periods in which the timing differences are
expected to reverse, based on tax rates and laws that have been enacted or substantively enacted, by the balance sheet date.
Pensions
The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined
benefit obligation at the end of the reporting period less the fair value of plan assets. The defined benefit obligation is
calculated annually by independent actuaries.
The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using
interest rates of high quality corporate bonds that have terms to maturity approximating to the terms of the related
pension obligation.
Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited
to equity in other comprehensive income in the period in which they arise.
Past service costs are recognised immediately in income.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, where it
is probable that a transfer of economic benefits will be required to settle the obligation and where a reliable estimate can be
made of the amount of the obligation.
Provisions (other than deferred tax) are discounted where the present value of the provision is materially different to the
undiscounted value. The unwinding of discounts is included within finance costs.
Employee share trust
The assets of the employee share trust are held by a separate limited company, of which the Directors consider that Dignity plc
has de facto control. In accordance with IFRS 2, share–based payment, the trust’s assets and liabilities are recognised in the
Group’s balance sheet within share capital and reserves.
Dividends
Dividend distributions to the Company’s shareholders are recognised as a liability in the financial statements in the period in
which they are approved by the Company’s shareholders. Interim dividends are recorded in the financial statements when paid.
Foreign currency
Foreign currency transactions recognised in the income statement are translated into Sterling at the exchange rate on the
date the transaction took place.
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1 Accounting policies (continued)
Financial instruments
Borrowings
All borrowings are stated at the fair value of consideration received after deduction of transaction costs and subsequently at
amortised costs. The transaction costs, interest payable and premium on debt finance are charged/credited to the income
statement, as finance costs/income, on a constant–yield basis over the term of the borrowings, or over a shorter period where
it is more likely than not that the lender will require earlier repayment using the effective interest method.
Early termination costs on borrowings
Premiums and discounts arising on the early repayment of borrowings are written–off to the income statement as incurred.
Interest rate swaps
The Group currently uses several types of financial instruments as part of an overall interest rate risk management strategy.
It does not enter into financial instruments for trading purposes. Interest rate risk associated with net debt is managed by
using a combination of fixed and floating rate borrowings and financial liabilities. The cash flows from, and losses arising on
terminations of, these contracts are recognised as cash flows from operating activities. See note 16(d) for further information.
Trade receivables
Trade and other receivables are initially recognised at fair value and subsequently measured at amortised cost. A provision for
impairment is established based on historical experience. When a trade receivable is not collectable it is written–off against
the allowance account. Subsequent recovery of amounts previously written–off are credited against administrative expenses
in the income statement.
Trade payables
Trade payables are not interest bearing and are initially recognised at fair value and subsequently measured at amortised cost.
Equity instruments
An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Company are recorded at the proceeds received, net of direct transaction costs.
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits and amounts included in accounts restricted for
specific uses.
Critical accounting estimates
The preparation of financial statements in accordance with IFRS requires management to make estimates and assumptions
in certain circumstances that affect reported amounts. The most sensitive estimates affecting the financial statements are in
the areas of assessing the recoverability of receivables, post–retirement benefits, the recognition and measurement of
goodwill and other intangible assets.
Provision for doubtful trade receivables
Provision is made against accounts that in the estimation of management may be impaired. Within each division,
assessment is made of the recoverability of trade receivables based on a range of factors including the age of the receivable
and the type of services provided. The provision is assessed monthly against actual experience of irrecoverable accounts and
adjusted if appropriate.
Pensions
The Group operates a defined benefit pension scheme that is accounted for using methods that rely on actuarial assumptions
to estimate costs and liabilities for inclusion in the financial statements. These actuarial assumptions include discount rates,
assumed rates of return, salary increases and mortality rates.
While management believes that the actuarial assumptions are appropriate, any significant changes to those used would
affect the balance sheet, income statement and consolidated statement of comprehensive income. The Group considers that
the most significant assumptions are the discount rate and the inflation rate. See note 28 for further details.
Goodwill
The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy stated in
note 1 ‘Impairment of assets’. The recoverable amounts of cash–generating units have been determined based on value–in–use
calculations however, acquisitions in the period have been determined using fair value less cost to sell. The use of this
method requires the estimation of future cash flows and the choice of a suitable discount rate in order to calculate the
present value of these cash flows. Actual outcomes could vary from those calculated. See note 9 for further details.
84
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
1 Accounting policies (continued)
Other intangible assets
The decision process to ascertain whether trade names will have an indefinite life are detailed in note 1 ‘Intangible assets –
trade names’. These assets with an indefinite life are reviewed for impairment on an annual basis. When a review for
impairment is conducted, the recoverable amount is determined based on value–in–use calculations prepared on the basis of
management’s assumptions and estimates. See note 9 for further details.
Acquisition of companies
In accounting for business combinations, the identifiable assets, liabilities and contingent liabilities acquired have to be
measured at their fair values. In particular, some judgement is required in estimating the split between intangible assets and
goodwill and determining the fair value of properties. Details concerning acquisitions of companies are outlined in note 26.
Non consolidation of pre–need trusts
The Group markets and sells pre–arranged funeral plans, with monies received from selling funeral plans being held by
independent pre–arranged funeral plan trusts. These trusts are not consolidated by the Group, on the basis they do not
control them. The principle of non–consolidation was established many years ago, and therefore the Directors consider
annually whether there have been any changes to terms and conditions, or accounting standards that would change this
determination.
For new trusts acquired in the period, the Directors consider the terms and conditions to determine whether
non–consolidation is appropriate.
Standards, amendments and interpretations effective in 2013
IAS 1, Financial statement presentation, regarding other comprehensive income. This amendment requires entities to group
items presented in other comprehensive income on the basis of whether they are potentially reclassifiable to profit or loss
subsequently (reclassification adjustments).
IAS 19, Employee benefits was amended in June 2011. The main impact on the Group was as follows: to immediately recognise
all past service costs and to replace interest costs and expected return on plan assets with a net interest amount that is
calculated by applying the discount rate to the net defined benefit asset. See note 28 for the impact on the financial statements.
There are no IFRSs or IFRIC interpretations that are effective for the first time for the financial year beginning on or after
1 January 2013 that would be expected to have a material impact on the Group.
Standards, amendments and interpretations to existing standards that are not yet effective and have not been
early adopted
The following interpretations to existing standards have been published that are mandatory for accounting periods beginning
on or after 27 December 2013 or later periods but which the Group has not early adopted:
IAS 32 (amendment), Financial instruments: Presentation and IFRS 7, Financial instruments disclosure on asset and liability
offsetting, effective 1 January 2014. These amendments are to the application guidance in IAS 32 and clarify some of the
requirements for offsetting financial assets and financial liabilities on the balance sheet. This is not expected to have any
impact on the Group.
IAS 36 (amendment), Impairment of assets: on the recoverable amount disclosures for non–financial assets, effective
1 January 2014. This amendment removes certain disclosures of the recoverable amount of CGUs which has been included
in IAS 36 by the issue of IFRS 13. This is not expected to have any impact on the Group.
IFRS 9, Financial instruments (to replace) IAS 39, Financial instruments: Recognition and measurement. This standard
introduces new requirements for classifying and measuring financial assets and is likely to affect the Group’s accounting for
financial assets. The standard is not applicable until 1 January 2015 subject to endorsement by the EU. The impact of this
standard is currently being assessed.
IFRS 10, Consolidated financial statements, effective 1 January 2014, builds on existing principals by identifying the concept
on control as the determining factor in whether an entity should be included within the consolidated financial statements of
the parent company. This is not expected to have any impact on the Group.
IFRS 11, Joint arrangements, effective 1 January 2014, focuses on the rights and obligations of the parties to the
arrangement rather than its legal form. The Group has no joint arrangements so there is no impact on the Group.
IFRS 12, Disclosure of interests in other entities, effective 1 January 2014. This standard includes disclosure requirements
for all forms of interests in other entities, including joint arrangements, associates, special purpose vehicles and other off
balance sheet vehicles. The Group is yet to assess the full impact of this standard but it is not expected to have a significant
impact on the Group.
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1 Accounting policies (continued)
IFRIC 21, Levies, sets out the accounting for an obligation to pay a levy that is not income tax, effective 1 January 2014.
The interpretation addresses what the obligation events that give rise to pay a levy and when should a liability be recognised.
The Group is not currently subject to significant levies so the impact on the Group is not material.
There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact
on the Group.
2 Financial risk management
The Group finances its operations by a mixture of shareholders’ funds, Secured Notes and bank borrowings. This approach
seeks to minimise financing costs and generate optimum shareholder value through efficient leveraging of the Group’s
balance sheet, which is made possible by the stable and predictable cash–generative nature of the business.
It is not the Group’s policy to actively trade in derivatives.
Market risk
Currency risk
All the Group’s financial assets and liabilities are denominated in Sterling. The Group purchases minimal amounts from
overseas. Accordingly, exposure to currency fluctuations are not significant and therefore not actively managed.
Interest rate risk and other price risk
The Group’s main borrowings consist of Class A and B Secured Notes, which are at fixed interest rates, resulting in a
predetermined repayment profile. The fair value of these financial instruments is based on underlying gilt prices and yield
spreads based on the market’s current view of the risk profile of the Secured Notes. Consequently, the fair value of these
instruments will fluctuate. Fair values are not relevant to the Group unless it was to change its funding strategy and repay the
Secured Notes early.
The Group is also fully drawn on a £15.8 million Crematoria Acquisition Facility. The principal on the facility is repayable in
one amount in February 2018 and interest is fixed at approximately 3.3 per cent. All interest is payable in cash on a quarterly
basis. Consequently, the Group carries limited risk to increases in LIBOR on this facility.
The Group has significant cash balances that are held by institutions rated at least A–1 by Standard and Poor’s. These
balances earn interest by reference to the Bank of England base rate. If interest rates reduced by one per cent at the
beginning of 2013 then the Group would receive £0.1 million less interest income on an annualised basis for each
£10.0 million held.
None of the Group’s other financial liabilities or financial assets carry any significant interest rate risk.
Credit risk
Trade receivables are the main source of credit risk to the Group. However, this risk is minimised as much as possible
through well–established credit control procedures. Quantitative disclosures regarding the ageing of these receivables are
included in note 21(c).
Liquidity risk
The Group manages its liquidity risk by maintaining sufficient cash reserves, committed undrawn borrowing facilities and
regular monitoring and forecasting of cash balances. In addition, the Group is required under the terms of its secured
borrowings to maintain a precisely defined EBITDA to total debt service ratio of at least 1.5 times. This ratio was determined
when raising the debt as being sufficient to ensure all borrowings could be repaid. This covenant test has been satisfied on
each quarterly testing date in the period. At 27 December 2013 the actual ratio was 2.46 times (2012: 2.43 times).
Capital risk management
The Group’s objective under managing capital is to safeguard the Group’s ability to continue as a going concern in order to
provide returns for shareholders and repay holders of Class A and B Secured Notes. It also aims to reduce its cost of capital
by maintaining an optimal capital structure. The Group’s capital comprises equity and net debt as set out in note 24. The
Group’s principal source of long–term debt financing is the Class A and B Secured Notes, rated A and BBB respectively by
Standards & Poor’s and A+ and BBB+ respectively by Fitch.
The Group monitors its capital structure based on gross debt, as summarised in note 24, to underlying earnings before
interest, taxation, depreciation and amortisation.
In order to achieve these objectives, the Group may adjust the amount of dividends paid to shareholders, return capital to
shareholders, issue new shares or issue further Class A and B Secured Notes.
During the period, the Group achieved its covenants under the terms of the Group’s secured borrowings (see ‘Liquidity
risk’ above).
86
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
3 Revenue and segmental analysis
Operating segments are reported in a manner consistent with internal reporting provided to the chief operating decision
maker who is responsible for allocating resources and assessing performance of the operating segments. The chief operating
decision maker of the Group has been identified as the four Executive Directors. The Group has three reporting segments,
funeral services, crematoria and pre–arranged funeral plans. The Group also reports central overheads, which comprise
unallocated central expenses.
Funeral services relate to the provision of funerals and ancillary items, such as memorials and floral tributes.
Crematoria services relate to cremation services and the sale of memorials and burial plots at the Dignity operated
crematoria and cemeteries.
Pre–arranged funeral plans represent the sale of funerals in advance to customers wishing to make their own funeral
arrangements and the marketing and administration costs associated with making such sales.
Substantially all Group revenue is derived from, and substantially all of the Group’s net assets are located in, the United
Kingdom and Channel Islands and relates to services provided. Overseas transactions are not material.
Underlying profit is stated before profit or loss on sale of fixed assets, external transaction costs and exceptional items.
Underlying operating profit is included as it is felt that adjusting operating profit for these items provides a useful indication
of the Group’s performance.
The operating profit (which includes Recoveries within pre–arranged funeral plans of £nil (2012: £1.5 million)), by segment,
was as follows:
Revenue
£m
166.3
9.9
176.2
52.1
1.7
53.8
26.7
–
256.7
52 week period ended 27 December 2013
Funeral services – existing
Funeral services – acquisitions
Funeral services
Crematoria – existing
Crematoria – acquisitions
Crematoria
Pre–arranged funeral plans
Central overheads
Group
Finance costs
Finance income
Profit before tax
Taxation – continuing activities
Taxation – exceptional
Taxation
Underlying earnings for the period
Total other items
Profit after taxation
Underlying
operating profit
before
depreciation and
amortisation
£m
Depreciation
and
amortisation
£m
Underlying
operating profit/
(loss)
£m
Loss on sale of
fixed assets,
external
transaction
costs and
exceptional
items
£m
Operating
profit/(loss)
£m
66.0
3.7
69.7
29.4
1.0
30.4
6.8
(16.0)
90.9
(8.3)
(0.6)
(8.9)
(3.0)
–
(3.0)
(0.1)
(0.5)
(12.5)
57.7
3.1
60.8
26.4
1.0
27.4
6.7
(16.5)
78.4
(28.9)
3.4
52.9
(12.9)
–
(12.9)
40.0
(0.1)
(1.7)
(1.8)
–
–
–
–
(1.5)
(3.3)
–
–
(3.3)
0.2
3.5
3.7
0.4
57.6
1.4
59.0
26.4
1.0
27.4
6.7
(18.0)
75.1
(28.9)
3.4
49.6
(12.7)
3.5
(9.2)
40.4
Earnings per share for profit attributable to equity shareholders
– Basic and diluted (pence)
72.1p
72.8p
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Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
87
29
3 Revenue and segmental analysis (continued)
The segment assets and liabilities were as follows:
As at 27 December 2013
Segment assets
Unallocated assets:
Cash and cash equivalents – excluding collateralisation of
Liquidity Facility
Cash and cash equivalents – collateralisation of
Liquidity Facility
Cash and cash equivalents
Total assets
Segment liabilities
Unallocated liabilities:
Borrowings – excluding finance leases
Collateralisation of Liquidity Facility
Accrued interest
Corporation tax
Deferred tax
Total liabilities
Funeral
services
£m
329.5
Crematoria
£m
130.6
Pre–arranged
funeral plans
£m
18.2
Central
overheads
£m
2.8
(27.7)
(6.5)
(6.3)
(6.6)
Other segment items:
Additions to non–current assets (other than financial
instruments and deferred tax)
Depreciation (note 10)
Amortisation (note 9)
Impairment of trade receivables (note 21 (c))
Other non cash expenses (note 23)
Loss on sale of fixed assets
The revenue and operating profit, by segment, was as follows:
72.8
8.9
–
2.1
–
(0.1)
4.4
3.0
–
0.1
–
–
–
–
0.1
–
–
–
1.5
0.4
0.1
–
1.5
–
Revenue
£m
157.9
46.6
25.1
–
229.6
52 week period ended 28 December 2012
Funeral services
Crematoria
Pre–arranged funeral plans
Central overheads
Group
Finance costs
Finance income
Profit before tax
Taxation – continuing activities
Taxation – exceptional
Taxation
Underlying earnings for the period
Total other items
Profit after taxation
Earnings per share for profit attributable to equity shareholders
– Basic and diluted (pence)
Underlying
operating profit
before
depreciation and
amortisation
£m
Depreciation
and
amortisation
£m
Underlying
operating profit/
(loss)
£m
Profit on sale of
fixed assets,
external
transaction
costs and
exceptional
items
£m
61.7
25.9
6.7
(14.2)
80.1
(7.5)
(2.6)
(0.2)
(0.4)
(10.7)
(0.5)
(0.2)
–
–
(0.7)
–
–
(0.7)
–
2.0
2.0
1.3
54.2
23.3
6.5
(14.6)
69.4
(25.8)
2.5
46.1
(11.7)
–
(11.7)
34.4
62.8p
Group
£m
481.1
79.3
63.0
142.3
623.4
(47.1)
(423.2)
(63.0)
(14.3)
(6.7)
(26.9)
(581.2)
78.7
12.3
0.2
2.2
1.5
(0.1)
Operating
profit/(loss)
£m
53.7
23.1
6.5
(14.6)
68.7
(25.8)
2.5
45.4
(11.7)
2.0
(9.7)
35.7
65.1p
88
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
3 Revenue and segmental analysis (continued)
The segment assets and liabilities were as follows:
As at 28 December 2012
Segment assets
Unallocated assets:
Cash and cash equivalents
Total assets
Segment liabilities
Unallocated liabilities:
Borrowings – excluding finance leases
Accrued interest
Corporation tax
Deferred tax
Total liabilities
Other segment items:
Additions to non–current assets (other than
financial instruments and deferred tax)
Depreciation (note 10)
Amortisation (note 9)
Impairment of trade receivables (note 21(c))
Other non cash expenses (note 23)
Profit on sale of fixed assets
4 Net finance costs
Finance costs
Class A and B Secured Notes
Class A and B Secured Notes – issued 2013
Amortisation of issue costs
Amortisation of issue costs – issued 2013
Crematoria Acquisition Facility
Term loan
Other loans
Interest payable on finance leases
Unwinding of discounts
Finance costs
Less: interest capitalised (note 10)
Net finance costs
Finance income
Bank deposits
Release of premium on Secured Notes
Release of premium on Secured Notes – issued 2013
Net finance income on retirement benefit obligations (note 28)
Finance income
Net finance costs
Funeral
services
£m
262.5
Crematoria
£m
124.0
Pre–arranged
funeral plans
£m
17.2
Central
overheads
£m
2.7
Group
£m
406.4
55.6
462.0
(24.7)
(5.7)
(6.1)
(6.0)
(42.5)
(333.9)
(11.7)
(5.1)
(24.2)
(417.4)
30.6
10.5
0.2
1.4
1.2
0.1
20.7
7.5
–
1.3
–
0.1
8.4
2.6
–
0.1
–
–
–
–
0.2
–
–
–
1.5
0.4
–
–
1.2
–
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
22.4
2.3
1.6
0.2
0.6
0.7
0.6
0.1
0.4
28.9
–
28.9
(0.5)
(1.9)
(1.0)
–
(3.4)
25.5
23.0
–
1.6
–
0.5
–
0.4
0.1
0.4
26.0
(0.2)
25.8
(0.4)
(1.9)
–
(0.2)
(2.5)
23.3
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Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
89
29
5 Profit before tax
Analysis by nature
The following items have been included in arriving at profit before tax:
Staff costs (note 27)
Cost of inventories recognised as an expense (included in cost of sales) (note 13)
Depreciation of property, plant and equipment – owned assets (note 10)
Amortisation of intangible assets (included in administrative expenses) (note 9)
Operating lease rentals – property
External transaction costs
Recoveries (included within other income)
Trade receivables impairment (included in administrative expenses) (note 21(c))
Services provided by the Group’s auditors and its associates:
Fees payable to the Company’s auditors for the audit of parent company and consolidated
financial statements
Fees payable to the Company’s auditors and its associates for other services:
– The audit of Company’s subsidiaries
– Tax advisory services
– Other advisory services
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
78.6
14.6
12.3
0.2
8.3
3.2
–
2.2
0.1
0.1
0.1
0.6
0.9
71.3
13.1
10.5
0.2
7.9
0.8
(1.5)
1.4
0.1
0.1
0.4
–
0.6
The external transaction costs comprise of £1.1 million in respect of the Yew Acquisition, £1.6 million in respect of the
further issue of Secured Notes and Return of Cash and £0.5 million (2012: £0.8 million) of other external acquisition
expenses. The impact on taxation on these is a credit of £0.2 million (2012: £nil).
During 2013, the Group paid fees of £1.2 million to the Group’s auditor in connection with the other non audit services.
See the Audit Committee report for further details. Costs of £0.7 million have been expensed and £0.5 million has been
deferred in accordance with IAS 39.
6 Taxation
Analysis of charge in the period
Current tax – current period
Adjustments for prior period
Total corporation tax
Deferred tax – current period
Adjustments for prior period
Exceptional adjustment for rate change – 23% to 20% (2012: 25% to 23%)
Total deferred tax
Taxation
Tax on items charged to equity
Deferred tax credit on actuarial losses on retirement benefit obligations
Deferred tax (credit)/charge relating to maturity of option schemes
Corporation tax credit on actuarial losses on retirement benefit obligations
Corporation tax (credit)/charge relating to maturity of option schemes
Adjustment for rate change – 23% to 20% (2012: 25% to 23%)
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
13.3
(0.2)
13.1
(0.6)
0.2
(3.5)
(3.9)
9.2
10.9
0.2
11.1
0.5
0.1
(2.0)
(1.4)
9.7
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
(0.2)
(0.4)
(0.3)
(0.7)
0.1
(1.5)
(0.2)
0.2
–
0.2
(0.1)
0.1
90
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
6 Taxation (continued)
The taxation charge in the period is lower (2012: lower) than the standard rate of corporation tax in the UK
of 23.25 per cent (2012: 24.5 per cent). The differences are explained below:
52 week period
ended
27 December
2013
£m
Profit before taxation
Profit before taxation multiplied by the standard rate of corporation
tax in the UK of 23.25% (2012: 24.5%)
Effects of:
Adjustments in respect of prior period
Exceptional adjustment in respect of closing deferred tax rate change – 23% to 20%
(2012: 25% to 23%)
Expenses not deductible for tax purposes
Total taxation
49.6
11.5
–
(3.5)
1.2
9.2
52 week period
ended
28 December
2012
£m
45.4
11.1
0.3
(2.0)
0.3
9.7
Under IFRS the tax rate is lower (2012: lower) than the standard UK tax rate of 23.25 per cent (2012: 24.5 per cent)
principally due to the exceptional adjustments in both periods. Without these exceptional adjustments the rate would be
higher (2012: higher) due to a combination of the impact of disallowable trading expenses and expenditure on the Group’s
premises that does not attract any deductions for tax purposes. The standard rate of corporation tax in the UK changed from
24 per cent to 23 per cent with effect from 1 April 2013. Accordingly the Group’s profits for this accounting period are taxed
at an effective rate of 24.5 per cent (2012: 25.5 per cent).
In addition to the changes in rates of corporation tax disclosed above legislation to reduce the main rate of corporation tax
from 23 per cent to 21 per cent from 1 April 2014 and then to 20 per cent from 1 April 2015 were substantively enacted at
the balance sheet date and so the deferred tax balance has been calculated at 20 per cent. As a result, the Group recognised
exceptional tax income of £3.5 million (2012: £2.0 million) through its income statement to reflect the one off reduction in
the period of the Group’s deferred tax position.
7 Dividends
Final dividend paid: 10.75p per Ordinary Share (2012: 9.77p)
Interim dividend paid: nil per Ordinary Share (2012: 5.36p)
Dividend on Ordinary Shares
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
6.2
–
6.2
5.4
2.9
8.3
On 9 August 2013, the Group returned a total of £61.9 million to ordinary shareholders equating to £1.08 for each Ordinary
Share held following the issue of further Secured Notes. Ordinary shareholders were able to elect to receive this Return of
Cash as either:
(a) A return of capital (the ‘Capital Option’).
(b) A special dividend (the ‘Special Dividend Option’).
Ordinary shareholders elected to receive £22.3 million as a return of capital and £39.6 million as a special dividend.
The interim dividend represents the interim dividend that was approved and paid in the period out of earnings generated in
the same period. No interim dividend was paid in the period as it was included within the Return of Cash.
The final dividend represents the final dividend that was approved and paid in the period relating to the earnings generated in
the previous period.
Consequently, total dividends recognised in the period were £68.1 million, 118.75 pence per share (2012: £8.3 million,
15.13 pence per share).
A final dividend of 11.83 pence per share, in respect of 2013, has been proposed by the Board. This will be paid on 27 June
2014 provided that approval is gained from shareholders at the Annual General Meeting on 5 June 2014 and will be paid to
shareholders on the register at close of business on 23 May 2014.
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Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
91
29
8 Earnings per share
The calculation of basic earnings per Ordinary Share has been based on the profit for the relevant period.
For diluted earnings per Ordinary Share, the weighted average number of Ordinary Shares in issue is adjusted to assume
conversion of all dilutive potential Ordinary Shares.
The Group has two classes of potentially dilutive Ordinary Shares being those share options granted to employees under the
Group’s SAYE Scheme and the contingently issuable shares under the Group’s LTIP Schemes. At the balance sheet date, the
performance criteria for the vesting of the awards under the LTIP Schemes had not been met and these contingently issuable
shares have been excluded from the diluted EPS calculations.
The Board believes that profit on ordinary activities before profit (or loss) on sale of fixed assets, external transaction costs,
exceptional items and after taxation is a useful indication of the Group’s performance, as it excludes significant non–recurring
items. This reporting measure is defined as ‘Underlying profit after taxation’.
Accordingly, the Board believes that earnings per share calculated by reference to this underlying profit after taxation is also a
useful indicator of financial performance.
In August, shareholders approved a share capital consolidation together with a Special dividend of £1.08 per Ordinary Share.
The overall effect of the transaction was that of a share repurchase at fair value. The reduction in the number of Ordinary
Shares is the result of a corresponding reduction in resources.
Reconciliations of the earnings and the weighted average number of shares used in the calculations are set out below:
52 week period ended 27 December 2013
Profit attributable to shareholders – Basic and diluted EPS
Deduct: Exceptional items, loss on sale of fixed assets and external transaction
costs (net of taxation of £0.2 million)
Underlying profit after taxation – Basic EPS
52 week period ended 28 December 2012
Profit attributable to shareholders – Basic and diluted EPS
Deduct: Exceptional items, profit on sale of fixed assets and
external transaction costs (net of taxation of £nil million)
Underlying profit after taxation – Basic EPS
Weighted
average
number of
shares
millions
Per share
amount
pence
55.5
72.8
55.5
54.8
72.1
65.1
54.8
62.8
Earnings
£m
40.4
(0.4)
40.0
35.7
(1.3)
34.4
In 2013 and 2012, the potential issue of new shares pursuant to the Group’s share option plans would have no impact on the
calculation of earnings per share.
92
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
9 Goodwill and other intangible assets
Cost
At 30 December 2011
Acquisition of subsidiaries and
other businesses
At 28 December 2012
Acquisition of subsidiaries and
other businesses (note 26(a))
At 27 December 2013
Accumulated amortisation
At 30 December 2011
Amortisation charge
At 28 December 2012
Amortisation charge
At 27 December 2013
Net book amount at
27 December 2013
Net book amount at
28 December 2012
Net book amount at
30 December 2011
Trade
names
£m
43.7
7.3
51.0
23.5
74.5
–
–
–
–
–
74.5
51.0
43.7
Use of third
party brand
name
£m
Software
£m
Non–
compete
agreements
£m
Sub–total
£m
Goodwill
£m
Total
£m
3.2
–
3.2
–
3.2
(0.7)
(0.2)
(0.9)
(0.1)
(1.0)
2.2
2.3
2.5
4.0
–
4.0
–
4.0
(3.9)
–
(3.9)
(0.1)
(4.0)
–
0.1
0.1
0.2
–
0.2
–
0.2
(0.2)
–
(0.2)
–
(0.2)
–
–
–
51.1
7.3
58.4
23.5
81.9
(4.8)
(0.2)
(5.0)
(0.2)
(5.2)
148.0
3.1
151.1
22.6
173.7
–
–
–
–
–
199.1
10.4
209.5
46.1
255.6
(4.8)
(0.2)
(5.0)
(0.2)
(5.2)
76.7
173.7
250.4
53.4
151.1
204.5
46.3
148.0
194.3
Impairment tests for goodwill and other intangible assets
As described in note 1, goodwill and other intangible assets with an indefinite life are subject to annual impairment tests in
accordance with IAS 36, Impairment of Assets.
For the purpose of impairment testing:
(i) Goodwill (excluding goodwill acquired in the period) is tested at a business segment level.
(ii) Other intangible assets are allocated to the Group’s cash–generating units (CGUs) which are considered to be on a regional
basis.
The segmental allocation is shown below:
At 27 December 2013
Funeral services
Crematoria
Pre–arranged funeral plans
Central overheads
At 28 December 2012
Funeral services
Crematoria
Pre–arranged funeral plans
Central overheads
Intangible
assets
£m
74.5
–
2.2
–
76.7
51.0
–
2.3
0.1
53.4
Goodwill
£m
122.1
46.9
4.7
–
173.7
106.1
40.3
4.7
–
151.1
Total
£m
196.6
46.9
6.9
–
250.4
157.1
40.3
7.0
0.1
204.5
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Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
93
29
9 Goodwill and other intangible assets (continued)
The recoverable amount of a CGU is based on a value–in–use calculation for goodwill and intangible assets existing at the start of
the period. However, the assets allocated to central overheads are tested for impairment by reference to the Group as a whole.
The value–in–use calculations use cash flow projections based on the latest management expectations. Key assumptions used
to produce the annual budget are the estimated UK death rates (based on historical death rates supplied by ONS), anticipated
market share (based on actual experience) and anticipated price increases (based on actual experience). Cash flows beyond
the initial 12 month period are extrapolated using a growth rate of 2.25 per cent (2012: 2.25 per cent). The cash flows are
discounted at a pre–tax rate of 10.2 per cent (2012: 10.2 per cent). This rate is used to analyse each CGU because they
all have similar risk profiles. Based on these calculations, the discount rate would have to increase to at least 19 per cent
(2012: 21 per cent), or the growth rate would have to reduce to at least minus 8 per cent (2012: minus 10 per cent) to result
in any impairment of goodwill, intangible assets, property, plant and equipment and working capital.
For acquisitions made in the period, the recoverable amount of cash generating units has been determined on the basis of
fair value less costs to sell. The consideration paid in each case supports the valuation of goodwill.
On the basis of the above, the review indicated that no impairment arose in any segment (2012: £nil).
10 Property, plant and equipment
Freehold
land and
buildings
£m
Leasehold
buildings
£m
Plant, machinery,
fixtures and
fittings
£m
Motor
vehicles
£m
Work
in progress
£m
Cost
At 30 December 2011
Additions
Acquisition of subsidiaries and other businesses
Disposals
Reclassification
At 28 December 2012
Additions
Acquisition of subsidiaries and other
businesses (note 26(a))
Disposals
Reclassification
At 27 December 2013
Accumulated depreciation
At 30 December 2011
Depreciation charge
Disposals
At 28 December 2012
Depreciation charge
Disposals
Reclassification
At 27 December 2013
Net book amount at 27 December 2013
Net book amount at 28 December 2012
Net book amount at 30 December 2011
86.4
2.7
0.5
(0.3)
3.5
92.8
3.0
17.5
–
1.2
114.5
(13.1)
(2.4)
0.1
(15.4)
(2.8)
–
(0.1)
35.8
1.9
–
(0.1)
0.3
37.9
1.3
1.9
–
1.6
42.7
(9.7)
(1.5)
–
(11.2)
(1.7)
–
0.1
30.2
5.4
–
(0.5)
0.3
35.4
4.3
–
(0.2)
3.2
42.7
(14.2)
(3.1)
0.5
(16.8)
(3.6)
0.2
–
46.7
5.5
0.2
(2.5)
–
49.9
7.5
1.8
(2.9)
–
56.3
(21.9)
(3.5)
2.1
(23.3)
(4.2)
2.2
–
(18.3)
(12.8)
(20.2)
(25.3)
96.2
77.4
73.3
29.9
26.7
26.1
22.5
18.6
16.0
31.0
26.6
24.8
7.4
4.5
–
–
(4.1)
7.8
2.2
–
–
(6.0)
4.0
–
–
–
–
–
–
–
–
4.0
7.8
7.4
Total
£m
206.5
20.0
0.7
(3.4)
–
223.8
18.3
21.2
(3.1)
–
260.2
(58.9)
(10.5)
2.7
(66.7)
(12.3)
2.4
–
(76.6)
183.6
157.1
147.6
The above disclosure now includes a work in progress column and the prior year values have been re–classified to reflect this.
Depreciation expense of £4.2 million (2012: £3.5 million) is included within cost of sales and £8.1 million (2012:
£7.0 million) is included within administrative expenses.
In 2013, borrowing costs of £nil million (2012: £0.2 million) were capitalised as components of the cost of construction of
qualifying assets, applying an annualised average capitalisation rate of nil per cent (2012: 6.8 per cent).
Details of any securities over assets are disclosed in note 30.
94
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
10 Property, plant and equipment (continued)
Additional headings have been included in the Consolidated Statement of Cash Flows for property, plant and equipment in
order to provide additional information on the different types of expenditure that the Group has incurred during the year.
Assets held under finance leases, which relate solely to leasehold land and buildings, have the following net book amount:
Cost
Accumulated depreciation
Net book amount
27 December
2013
£m
28 December
2012
£m
1.0
(0.3)
0.7
1.0
(0.3)
0.7
The Group had capital expenditure authorised by the Board and contracted for at the balance sheet date of £2.7 million
(2012: £5.4 million).
11 Non–current financial and other assets
Prepayments
Deferred commissions
Note
(a)
(b)
27 December
2013
£m
28 December
2012
£m
10.0
2.7
12.7
10.0
2.6
12.6
(a) Prepayments
This balance represents the amounts paid to acquire the long leasehold interest in land at certain of the Group’s properties.
Management consider that leases greater than 50 years at inception are long leases. The balance is expensed on a straight
line basis over the term of the relevant lease. The leases expire at various times over the next 30 to 900 years.
(b) Deferred commissions
The Group is the named beneficiary on a number of life assurance products sold by third party insurance companies.
A commission is paid when the policy is charged to the Group. As this commission is fully refundable if the Group does not
perform the funeral for any reason, it is carried as a receivable and expensed when the funeral is performed.
12 Investments
A list of the trading entities included within the financial information are included in note C2 to the Company’s financial
statements.
13 Inventories
Materials
Finished goods
There were no inventory write–downs in either period.
27 December
2013
£m
28 December
2012
£m
0.2
6.4
6.6
0.2
6.3
6.5
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Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
95
29
14 Trade and other receivables
Trade receivables
Less: provision for impairment (note 21(c))
Net trade receivables
Receivables due from related parties (note 31)
Receivables due from related parties due after more than one year (note 31)
Prepayments and accrued income
Other receivables
27 December
2013
£m
28 December
2012
£m
19.5
(4.5)
15.0
3.1
3.6
4.8
1.3
27.8
18.3
(3.4)
14.9
3.0
3.1
3.6
1.0
25.6
Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer base being large and
unrelated. Due to this, management believes there is no further credit risk provision required in excess of normal provision for
doubtful recoverables. For further details of the trade receivables past due and impaired refer to note 21(c).
Due to the short term nature of these balances, the carrying value is considered to be their fair value.
15 Cash and cash equivalents
Operating cash as reported in the consolidated statement of cash flows as
cash and cash equivalents
Recoveries: pre–arranged funeral plans
Amounts set aside for debt service payments
Collateralisation of Liquidity Facility
Cash and cash equivalents as reported in the balance sheet
27 December
2013
£m
28 December
2012
£m
Note
(a)
(b)
(c)
59.0
–
20.3
63.0
142.3
38.0
1.5
16.1
–
55.6
(a) Recoveries may not be used for one year following receipt and therefore do not meet the definition of cash and cash
equivalents in IAS 7, Statement of Cash Flows.
(b) This amount was transferred to restricted bank accounts which could only be used for the payment of the interest and
principal on the Secured Notes, the repayment of liabilities due on the Group’s interest rate swaps (see note 16(d)) and
commitment fees due on its undrawn borrowing facilities (see note 21(d)) and for no other purpose.
This amount does not meet the definition of cash and cash equivalents in IAS 7, Statement of Cash Flows. This amount
was used to pay these respective parties on 31 December 2013. Of this amount, £14.6 million (2012: £11.9 million) is
shown within the Statement of Cash Flows as ‘Payments to restricted bank accounts for finance costs’ and £5.7 million
(2012: £4.2 million) is shown within ‘Financing activities’ as ‘Payments to restricted bank accounts for repayment
of borrowings’.
(c) This amount represents the cash collateralisation of the Liquidity Facility, which does not meet the definition of cash and
cash equivalents in IAS 7. See notes 16(f) and 21(d) for further information.
96
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
16 Financial liabilities
Current
Class A Secured Notes
Class A Secured Notes – issued 2013
Premium on Secured Notes
Premium on Secured Notes – issued 2013
Other current financial liabilities
Crematoria Acquisition Facility
Collateralisation of Liquidity Facility
Non–current
Class A and B Secured Notes
Class A and B Secured Notes – issued 2013
Premium on Secured Notes
Premium on Secured Notes – issued 2013
Finance lease obligations
Other non–current financial liabilities
Crematoria Acquisition Facility
27 December
2013
£m
28 December
2012
£m
Note
(a)
(b)
(a)
(b)
(d)
(e)
(f)
(g)
(a)
(b)
(a)
(b)
(c)
(d)
(e)
12.7
3.1
1.8
2.2
1.0
–
63.0
83.8
279.1
68.6
16.4
19.1
0.7
3.6
15.6
403.1
11.6
–
1.9
–
1.0
10.0
–
24.5
287.2
–
18.2
–
0.7
4.0
–
310.1
(a) Class A and B Secured Notes
On 11 April 2003, Dignity Finance PLC issued £110,000,000 Class A Secured Notes (the ‘A notes’) and £100,000,000
Class B Secured Notes (the ‘B notes’).
On 21 February 2006, Dignity Finance PLC issued £45,550,000 Class A Secured Notes (the ‘Further A notes’) and
£32,500,000 Class B Secured Notes (the ‘Further B notes’).
On 27 September 2010, Dignity Finance PLC issued £48,650,000 Class A Secured Notes (the ‘Second Further A notes’) and
£33,100,000 Class B Secured Notes (the ‘Second Further B notes’).
The A notes, the Further A notes and the Second Further A notes are collectively referred to as the Existing Secured A Notes.
The B notes, the Further B notes and the Second Further B notes are collectively referred to as the Existing Secured B Notes.
At 27 December 2013, £139.2 million (2012: £147.8 million) of the principal of the Existing Secured A Notes and
£165.6 million (2012: £165.6 million) of the principal of the Existing Secured B Notes was outstanding.
Transaction costs of £14.1 million and £12.8 million were incurred on the issue of the Existing Secured A Notes and the Existing
Secured B Notes respectively. At 27 December 2013, £5.3 million (2012: £6.3 million) and £7.7 million (2012: £8.3 million) of
the transaction costs in respect of the Existing A Notes and the Existing B Notes respectively remain unamortised.
The Existing Secured A Notes and the Existing Secured B Notes were issued at a premium of £9.3 million and £19.0 million
respectively, which is being released in proportion to the interest cost in the notes. At 27 December 2013 £4.8 million
(2012: £5.7 million) and £13.4 million (2012: £14.4 million) respectively remained unamortised.
(b) Third further issue of Secured Notes
On 30 July 2013, Dignity Finance PLC issued £50,250,000 Class A Secured Notes (the ‘Third Further A notes’) and
£40,750,000 Class B Secured Notes (the ‘Third Further B notes’). Transaction costs of £1.6 million and £1.9 million
respectively were incurred on the issue of these Notes. The Third Further A notes were issued at a premium of £6.9 million
and the Third Further B notes were issued at a premium of £15.4 million.
At 27 December 2013, £34.3 million of the principal of the Third Further A notes and £40.7 million of the principal of the
Third Further B notes was outstanding.
At 27 December 2013, £1.5 million and £1.8 million of the transaction costs in respect of the Third Further A notes and the
Third Further B notes respectively remain unamortised. At 27 December 2013, £6.4 million and £14.9 million of the
premium in respect of the Third Further A notes and the Third Further B notes respectively remain unamortised.
The Existing Secured A Notes and the Third Further A notes are collectively referred to as the Secured A Notes. The Existing
Secured B Notes and the Third Further B notes are collectively referred to as the Secured B Notes. The Secured A Notes and
the Secured B Notes are collectively referred to as the Secured Notes or the Class A and B Secured Notes.
The Secured A Notes carry interest at 6.31 per cent payable half yearly in arrears. The Secured A Notes are repayable in
instalments ending in December 2023.
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Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
97
29
16 Financial liabilities (continued)
The Secured B Notes carry interest at 8.151 per cent payable half yearly in arrears. The Secured A Notes are repayable in
instalments ending in December 2030.
The aggregate principal outstanding on the Secured Notes and related issue costs have been presented on a net basis in the
table on page 96. The Secured Notes are secured by first ranking security in respect of the undertakings and assets of
Dignity (2002) Limited and its subsidiaries.
For further details of security over the Secured Notes see note 30(a).
(c) Obligations under finance leases
Obligations under finance leases and hire purchase payable:
Within one year
Between one and two years
Between two and five years
After five years
27 December
2013
£m
28 December
2012
£m
–
–
0.2
0.5
0.7
–
–
0.2
0.5
0.7
The finance leases and hire purchase liabilities are secured on the related assets.
(d) Other financial liabilities
On 20 December 2002, Dignity (2002) Limited entered into contracts to swap the floating rate interest on a bank loan into
fixed rate. Contractually, these swaps were not effective until 30 April 2003.
On 11 April 2003, as described in note 16(a), the Group issued Secured Notes at a fixed rate of interest. These notes
replaced the bank loan. Consequently, the swaps were no longer required as the Group had no interest rate risk on the
Secured Notes. As a result, the Group entered into further contracts on 11 April 2003 to swap fixed rate interest into floating
in order to offset the original swaps and eliminate any interest rate risk in this regard.
As a result of interest rate movements between these two dates, the combined effect of all the contracts was that the Group
makes fixed and determinable bi–annual payments on a notional principal amount.
These swap agreements were entered into under one ISDA master agreement. This master agreement forces the swaps to be
viewed and settled on a net basis only; a position that cannot be altered without the written consent of both parties.
Accordingly, the overall transaction represents a financial liability. The fair value represents the discounted net present value
of future cash flows. Further, as these contracts related to the raising of the Secured Notes, the liability has been accounted
for as a transaction cost of the Class A and B Secured Notes and is being amortised in accordance with IAS 39.
(e) Crematoria Acquisition Facility
The Group is also fully drawn on a £15.8 million Crematoria Acquisition Facility. The principal on the facility is repayable in
one amount in February 2018 and interest is fixed at approximately 3.3 per cent. All interest is payable in cash on a quarterly
basis. Consequently, the Group carries limited risk to increases in LIBOR on this facility.
The transaction costs incurred on the Crematoria Acquisition Facility were £0.2 million. The principal outstanding on the
Crematoria Acquisition Facility and related issue costs have been presented on a net basis in the table on page 96.
At 27 December 2013, £15.8 million (2012: £10.0 million) of the principal was outstanding. At 27 December 2013,
£0.2 million (2012: £nil million) of the transaction costs remained unamortised.
For further details of security over the Crematoria Acquisition Facility see note 30(b).
(f) Collateralisation of Liquidity Facility
In November 2013 the Group enforced its right to require the Royal Bank of Scotland (‘RBS’) to cash collateralise the Group’s
Liquidity Facility, following the downgrade of RBS by Standard & Poor’s. This collateralisation may be reversed at RBS’s
option once their short term rating is at least A–1. This facility is effectively undrawn on a net basis and the cash may only be
used in the same circumstances before the cash collateralisation was enforced.
(g) Current financial liabilities
The current financial liabilities represent the amounts falling due within one year of the Group’s accounting reference date,
31 December.
98
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
17 Trade and other payables
Current
Trade payables
Tax and social security
Other current liabilities
Accruals and deferred income
Non–current
Deferred income
Deferred consideration for acquisitions
Long service awards
Other non–current liabilities
18 Obligations under finance leases and operating leases
For minimum lease payments obligations under finance leases refer to note 21(d)(ii).
The minimum lease payments under non–cancellable operating leases fall due as follows:
Not later than one year
Later than one year but not more than five years
More than five years
27 December
2013
£m
28 December
2012
£m
9.1
1.4
1.9
39.6
52.0
1.1
–
1.0
0.7
2.8
9.7
1.3
1.7
33.5
46.2
1.2
0.1
1.1
0.4
2.8
27 December
2013
£m
28 December
2012
£m
8.4
25.3
125.5
159.2
8.8
24.4
120.3
153.5
The non–cancellable operating leases principally relate to leasehold land and buildings.
Of the total operating lease payments charged to trading expenses, £nil million (2012: £nil million) are in respect of
contingent rentals. The contingent rentals are based on the revenues generated at the specific locations.
Sublease payments received in the year amount to £0.4 million (2012: £0.4 million). Total future sublease payments
receivable relating to operating leases amount to £0.6 million (2012: £0.7 million).
In addition, the Group has operating lease commitments with rentals determined in relation to revenues. No operating lease
commitment disclosures are required for these arrangements, as future lease payments represent contingent rental payments.
19 Provisions for liabilities and charges
At beginning of period
Charged to income statement
Released to income statement
Utilised in period
Amortisation of discount
At end of period
Dilapidations
£m
(a)
Onerous
contracts
£m
(b)
Cancellation
provision
£m
(c)
3.1
0.5
–
0.1
(0.1)
3.6
0.2
–
(0.1)
–
–
0.1
1.2
–
–
–
–
1.2
Total
£m
4.5
0.5
(0.1)
0.1
(0.1)
4.9
Provisions have been analysed between current and non–current as follows:
Current
Non–current
27 December
2013
£m
28 December
2012
£m
1.1
3.8
4.9
1.1
3.4
4.5
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Dignity plc
Dignity plc
Annual Report & Accounts 2013
Annual Report & Accounts 2013
99
29
19 Provisions for liabilities and charges (continued)
(a) Dilapidations
The provision for dilapidations covers the costs of repair to leased premises occupied by the Group in respect of which a
dilapidations notification has been received, and properties where a dilapidation obligation exists but for which no notification
has been received.
It is anticipated that the element of provision relating to dilapidation notices served, £0.6 million (2012: £0.5 million), will be
incurred in the following financial year, and the element relating to dilapidation obligations where no notice has been served
will be utilised over the terms of the relevant property leases, the majority of which is expected to be by 31 December 2022.
(b) Onerous contracts
The Group has provided for the discounted future costs of certain contracts to which the Group is legally bound. These
contracts relate to vacant leasehold properties and other contracts from which no economic benefit is derived. The provision
will be utilised over the term of the contracts and it is anticipated that it will be fully utilised by 2038.
Included within the provision is an amount of £nil million (2012: £0.1 million) relating to the expected costs of ongoing rent
reviews, the outcomes of which have been based on recent experience of similar reviews on other properties.
(c) Cancellation provision
As described in note 1, the Group receives monies from certain pre–arranged funeral plan Trusts in respect of the marketing
of pre–arranged funeral plans, which are refundable to the Trust in the event of cancellation.
The provision covers the expected cost of such cancellations anticipated to occur in future years relating to plans sold before
the balance sheet date and is anticipated to be utilised over the next five years.
20 Deferred tax
Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 20 per cent
(2012: 23 per cent).
The movement on the deferred tax account is as shown below:
At beginning of period
Charged to income statement (note 6)
Adjustment for rate change – 23% to 20% (2012: 25% to 23%)
Taken to equity (note 6)
Arising on acquisitions (note 26(a))
At end of period
27 December
2013
£m
28 December
2012
£m
24.2
(0.4)
(3.4)
(0.6)
7.1
26.9
The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as
permitted by IAS 12) during the period are shown below:
Deferred tax liabilities
At beginning of period
Charged to income statement (note 6)
Adjustment for rate change – 23% to 20% (2012: 25% to 23%)
Taken to equity (note 6)
Arising on acquisitions
At end of period
Deferred tax assets
At beginning of period
Charged to income statement (note 6)
Adjustment for rate change – 23% to 20% (2012: 25% to 23%)
Taken to equity (note 6)
At end of period
Accelerated tax
depreciation
£m
15.8
(0.5)
(2.2)
–
2.6
15.7
Pensions
£m
–
–
–
(0.2)
(0.2)
Other
£m
9.8
0.1
(1.4)
–
4.5
13.0
Other
£m
(1.4)
–
0.2
(0.4)
(1.6)
25.1
0.6
(2.0)
–
0.5
24.2
Total
£m
25.6
(0.4)
(3.6)
–
7.1
28.7
Total
£m
(1.4)
–
0.2
(0.6)
(1.8)
100
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
20 Deferred tax (continued)
All of the deferred tax assets were available for offset against deferred tax liabilities and hence the net deferred tax provision
at 27 December 2013 was £26.9 million (2012: £24.2 million).
Other deferred tax liabilities includes goodwill on trade names and capital gains rolled forward, other deferred tax assets
includes option schemes and long service awards.
Elements of these deferred tax balances may be payable/recoverable within one year. However, the Directors consider that it
is not possible to quantify the amount because the level of uncertainty in the timing of events and have therefore classified
the whole balance as due after more than one year. Based on previous years utilisation, approximately £0.5 million is
expected to be recoverable within one year.
Included in the above is a deferred tax liability of £6.4 million relating to the acquisition of Yew Holdings Limited.
The deferred income tax charged to equity during the period was as follows:
Deferred tax credit on actuarial losses on retirement benefit obligations
Deferred tax credit relating to maturity of option schemes
Adjustment for rate change – 23% to 20% (2012: 25% to 23%)
21 Financial instruments
52 week
period ended
27 December
2013
£m
52 week
period ended
28 December
2012
£m
(0.2)
(0.4)
0.1
(0.2)
0.2
–
Fair values of non–derivative financial assets and financial liabilities
Where market values are not available, fair values of financial assets and financial liabilities have been calculated by
discounting expected future cash flows at relevant interest rates.
Trade receivables are held net of impairment.
Fair value estimation
IFRS 7 requires disclosure of fair value measurements by level of the following fair value measurement hierarchy:
• Quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1).
• Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is,
as prices) or indirectly (that is, derived from prices) (level 2).
• Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).
All assets and liabilities are held at amortised cost other than interest rate swaps which are held at fair value. These swaps
are level 2.
(a) Fair value of current and non–current financial assets and liabilities
Long–term borrowings (excluding finance lease obligations and
including swaps) (note 16)
Finance lease obligations (note 16)
Fair values of other financial assets and financial liabilities
Primary financial instruments held or issued to finance
the Group’s operations:
Short–term borrowings (excluding finance lease obligations and
collateralised Liquidity Facility and including swaps) (note 16)
Collateralisation of Liquidity Facility
Trade and other payables (excluding statutory liabilities) (note 17)
Trade and other receivables (excluding prepayments) (note 14)
Collateralisation of Liquidity Facility
Cash and cash equivalents – excluding collateralised
Liquidity Facility (note 15)
Other non–current financial liabilities (note 17)
27 December 2013
28 December 2012
Book value
£m
Fair value
£m
Book value
£m
Fair value
£m
(402.4)
(0.7)
(403.1)
(494.9)
(0.7)
(495.6)
(309.4)
(0.7)
(310.1)
(410.2)
(0.7)
(410.9)
(20.8)
(63.0)
(50.6)
23.0
63.0
79.3
(2.8)
(23.6)
(63.0)
(50.6)
23.0
63.0
79.3
(2.8)
(24.5)
–
(44.9)
22.0
–
55.6
(2.8)
(27.5)
–
(44.9)
22.0
–
55.6
(2.8)
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Dignity plc
Annual Report & Accounts 2013 101
29
Annual Report & Accounts 2013
21 Financial instruments (continued)
(b) Maturity of financial liabilities
The tables below analyse 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
tables are the contractual undiscounted cash flows, including interest costs yet to be incurred.
Cash liabilities
Class A and B Secured Notes (gross)
Interest payable on Secured Notes
Swaps
Crematoria Acquisition Facility
Interest payable on Crematoria
Acquisition Facility
Collateralisation of Liquidity Facility
Finance leases
Debt repayments
Other financial liabilities
Cash liabilities
Class A and B Secured Notes (gross)
Interest payable on Secured Notes
Swaps
Crematoria Acquisition Facility
Interest payable on Crematoria
Acquisition Facility
Finance leases
Debt repayments
Other financial liabilities
27 December 2013
In less than
one year
£m
In more than
one year but
not more than
two years
£m
In more than
two years but
not more than
three years
£m
In more than
three years but
not more than
five years
£m
In more than
five years
£m
17.7
41.1
1.0
–
0.5
63.0
–
123.3
37.9
161.2
13.0
26.4
0.7
–
0.5
–
0.1
40.7
0.3
41.0
14.0
25.6
0.7
–
0.5
–
0.1
40.9
0.3
41.2
31.3
48.5
1.2
15.8
0.6
–
0.1
97.5
0.4
97.9
303.8
167.3
2.8
–
–
–
2.7
476.6
0.9
477.5
28 December 2012
In less than
one year
£m
In more than
one year but
not more than
two years
£m
In more than
two years but
not more than
three years
£m
In more than
three years but
not more than
five years
£m
In more than
five years
£m
13.2
33.8
1.0
10.0
0.4
–
58.4
34.7
93.1
9.7
21.8
0.7
–
–
0.1
32.3
0.2
32.5
10.4
21.2
0.7
–
–
0.1
32.4
0.3
32.7
23.3
40.4
1.4
–
–
0.1
65.2
0.6
65.8
256.9
153.4
3.3
–
–
2.7
416.3
1.0
417.3
Total
£m
379.8
308.9
6.4
15.8
2.1
63.0
3.0
779.0
39.8
818.8
Total
£m
313.5
270.6
7.1
10.0
0.4
3.0
604.6
36.8
641.4
102
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
21 Financial instruments (continued)
The amounts disclosed in the tables below represent the anticipated amortisation profile for the issue costs and premium
relating to the issue of the A and B Secured Notes.
Non–cash liabilities
Issue costs on Secured Notes
Premium on Secured Notes
Issue costs on Crematoria
Acquisition Facility
Non–cash liabilities
Issue costs on Secured Notes
Premium on Secured Notes
Issue costs on Crematoria
Acquisition Facility
27 December 2013
In less than
one year
£m
In more than
one year but
not more than
two years
£m
In more than
two years but
not more than
three years
£m
In more than
three years but
not more than
five years
£m
In more than
five years
£m
1.8
(3.9)
–
(2.1)
1.7
(3.8)
0.1
(2.0)
1.7
(3.7)
–
(2.0)
3.0
(6.8)
0.1
(3.7)
8.1
(21.3)
–
(13.2)
28 December 2012
In less than
one year
£m
In more than
one year but
not more than
two years
£m
In more than
two years but
not more than
three years
£m
In more than
three years but
not more than
five years
£m
In more than
five years
£m
1.5
(1.9)
–
(0.4)
1.5
(1.8)
–
(0.3)
1.4
(1.7)
–
(0.3)
2.6
(3.2)
–
(0.6)
7.6
(11.5)
–
(3.9)
Total
£m
16.3
(39.5)
0.2
(23.0)
Total
£m
14.6
(20.1)
–
(5.5)
(c) Trade receivables
As at 27 December 2013, £8.7 million of the individual gross trade receivables (2012: £7.3 million) were past due and
partially impaired. A provision for impairment is established based on historical experience. The amount of the provision,
as at 27 December 2013, was £4.5 million (2012: £3.4 million). The individually impaired receivables principally relate to
monies owing for funerals performed by the funeral services division. The ageing of these receivables is as follows:
One to six months
Over six months
The amount of gross trade receivables past due that were not impaired was not significant.
Movements on the Group’s provision for impairment of trade receivables are as follows:
At beginning of period
Charged to income statement
Utilised in period
At end of period
27 December
2013
£m
28 December
2012
£m
4.9
3.8
8.7
4.6
2.7
7.3
27 December
2013
£m
28 December
2012
£m
(3.4)
(2.2)
1.1
(4.5)
(3.1)
(1.4)
1.1
(3.4)
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 103
29
Annual Report & Accounts 2013
21 Financial instruments (continued)
(d) Borrowing facilities
(i) The Group has the following undrawn committed borrowing facilities available at 27 December 2013, all of which were at
floating interest rates, in respect of which all conditions precedent had been met at that date:
Expiring within one year
Expiring between one and two years
Expiring in more than two years
27 December
2013
£m
28 December
2012
£m
–
–
5.0
5.0
55.0
–
–
55.0
During the period, £63.0 million was drawn (2012: £50.0 million undrawn) of the Liquidity Facility relating to the Class A
and B Secured Notes. This facility may only be used to repay interest and principal on the Secured Notes in the event of
insufficient cash to service these instruments. The facility is subject to annual renewal. However, if the bank providing the
facility does not renew it, then the provider is required to place £63.0 million (2012: £50.0 million) in a bank account, which
the Group may access as if it represented a borrowing facility on the same terms. The facility is available on these terms until
the Secured Notes have been repaid in full. This facility is currently cash collateralised, but effectively undrawn on a net basis.
See note 16(f) for further information.
The remaining £5.0 million facility expires in April 2018. Both these facilities incur commitment fees at market rates.
(ii) The minimum lease payments under finance leases fall due as follows:
Not later than one year
Later than one year but not more than five years
More than five years
Future finance costs on finance leases
Present value of finance lease liabilities
22 Ordinary share capital
Allotted and fully paid Equity shares
53,343,871 (2012: 54,757,481) Ordinary Shares of 11 4/13 pence (2012: £0.105) each
Each Ordinary Share carries equal voting rights and there are no restrictions on any share.
27 December
2013
£m
28 December
2012
£m
0.1
0.2
2.7
3.0
(2.3)
0.7
0.1
0.2
2.7
3.0
(2.3)
0.7
27 December
2013
£m
28 December
2012
£m
6.0
5.7
During the period, the Group received £nil consideration in relation to the 253,844 shares issued under the 2010 LTIP
scheme, £1.0 million consideration in relation to the 141,981 shares issued under the 2010 SAYE scheme and £24.2 million
consideration relating to the 2,283,019 issued as an equity placing to partly fund the acquisition on Yew.
Changes in issued share capital
On 12 August 2013, the Ordinary Share Capital of the Company was consolidated such that shareholders received 13
Ordinary Shares of 11 4/13 pence each in exchange for every 14 Ordinary Shares of £0.105 each held at close of business
on 9 August 2013.
As a result of the Return of Cash undertaken in the year, bonus shares of 20,613,992 B Shares with a nominal value of
£1.08 per share and 36,680,352 C Shares were issued. The B Shares were issued on 12 August 2013 and redeemed for cash
on 20 August 2013. The C Shares were issued on 12 August 2013 and converted to Deferred Shares on the same day.
Potential issues of Ordinary Shares
Certain employees hold options to subscribe for shares in the Company under an approved Save As You Earn (‘SAYE’)
Scheme started in 2013. In addition, Executive Directors and senior management hold options to subscribe for shares in the
Company under Long–Term Incentive Plans (‘LTIPs’) awarded in 2011, 2012 and 2013.
104
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
22 Ordinary share capital (continued)
The total number of outstanding shares subject to options (excluding lapses), the periods in which they were granted and the
periods in which they may be exercised are given below:
Year of grant
2010 – SAYE
2013 – SAYE
2011 – LTIP
2012 – LTIP
2013 – LTIP
Exercise price
(pence)
701.00
1,469.00
–
–
–
Exercise period
1 December 2013
to 31 May 2014
1 December 2016
to 31 May 2017
21 March 2014
to 21 March 2015
28 March 2015
to 28 March 2016
20 March 2016
to 20 March 2017
2013
Number
2012
Number
2011
Number
15,973
166,160
185,031
149,318
n/a
n/a
285,430
285,430
285,430
251,836
251,836
217,270
n/a
n/a
n/a
23 Share–based payments
In respect of share–based payment arrangements, total charges to the income statement were £1.5 million (2012:
£1.2 million). The Directors consider that these amounts are immaterial and hence further detailed disclosures have
been omitted.
24 Net debt
Net amounts owing on Class A and B Secured Notes per financial statements
Net amounts owing on Class A and B Secured Notes – issued 2013 per financial statements
Add: unamortised issue costs (note 16(a))
Add: unamortised issue costs – issued 2013 (note 16(a))
Gross amounts owing on all Class A and B Secured Notes per financial statements
Net amounts owing on Crematoria Acquisition Facility per financial statements
Add: unamortised issue costs on Crematoria Acquisition Facility (note 16(e))
Gross amounts owing
Accrued interest on Class A and B Secured Notes
Accrued interest on Class A and B Secured Notes – issued 2013
Accrued interest on Crematoria Acquisition Facility
Cash and cash equivalents (1) (note 15)
Net debt
27 December
2013
£m
28 December
2012
£m
(310.0)
(93.0)
(13.0)
(3.3)
(419.3)
(15.6)
(0.2)
(435.1)
(11.6)
(2.7)
–
79.3
(318.9)
–
(14.6)
–
(333.5)
(10.0)
–
(343.5)
(11.6)
–
(0.1)
55.6
(370.1)
(299.6)
(1) Cash held as collateral for the Liquidity Facility has been excluded as it does not meet the definition of cash and cash equivalents in IAS 7. See notes 16(f) and 21(d) for
further details.
In addition to the above, the consolidated balance sheet also includes finance lease obligations and other financial liabilities
which totalled £5.3 million (2012: £5.7 million). These amounts do not represent sources of funding for the Group and are
therefore excluded from the calculation of net debt.
The Group’s primary financial covenant in respect of the Secured Notes requires EBITDA to total debt service to be at least
1.5 times. At 27 December 2013, the actual ratio was 2.46 times (2012: 2.43 times).
These ratios are calculated for EBITDA and total debt service on a 12 month rolling basis and reported quarterly. In addition,
both terms are specifically defined in the legal agreement relating to the Secured Notes. As such, they cannot be accurately
calculated from the contents of this report.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 105
29
Annual Report & Accounts 2013
25 Reconciliation of cash generated from operations
Net profit for the period
Adjustments for:
Taxation
Net finance costs
Loss/(profit) on disposal of fixed assets
Depreciation charges
Amortisation of intangibles
Movement in inventories
Movement in trade receivables
Movement in trade payables
External transaction costs
Changes in other working capital (excluding acquisitions)
Employee share option charges (note 23)
Cash generated from operations before external transaction costs
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
40.4
9.2
25.5
0.1
12.3
0.2
–
2.0
(1.4)
3.2
1.2
1.5
94.2
35.7
9.7
23.3
(0.1)
10.5
0.2
(0.4)
(1.2)
0.4
0.8
3.2
1.2
83.3
Other non–cash transactions
Non–cash charges comprise amortisation of deferred debt issue costs, as discussed in note 16(a).
26 Acquisitions
(a) Acquisition of subsidiary and other businesses
Property, plant and equipment
Intangible assets: trade names
Cash acquired
Receivables
Payables
Other working capital
Deferred taxation (note 20)
Net assets acquired
Goodwill arising
Yew
Holdings
Limited
provisional
fair value
£m
21.1
21.5
0.6
1.9
(0.7)
(0.8)
(6.4)
37.2
21.1
Other
acquisitions
provisional
fair value
£m
Total
provisional
fair value
£m
0.1
2.0
0.5
0.2
–
(0.2)
(0.7)
1.9
1.5
21.2
23.5
1.1
2.1
(0.7)
(1.0)
(7.1)
39.1
22.6
Satisfied by:
Cash paid on completion (funded from a combination of internally generated cash flows,
debt and equity funding)
58.3
3.4
61.7
All intangible assets were recognised at their respective fair values. The residual excess over the net assets acquired is
recognised as goodwill. This represents the value to the Group of the funeral locations.
The fair value adjustments contain provisional amounts, which will be finalised in 2014. These adjustments reflect the
recognition of trade names and associated deferred taxation, and adjustments to reflect the fair value of other working
capital movements such as receivables, inventories and accruals which are immaterial.
It is also not possible to quantify the results of these businesses prior to acquisition as it represents confidential information
relating to the vendors, which the Directors do not have authority to disclose.
Post acquisition operating performance of these acquisitions is disclosed in note 3 to the Annual Report.
106
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
26 Acquisitions (continued)
Yew Holdings Limited
On 25 January 2013, the Group acquired the entire issued share capital of Yew Holdings Limited (‘Yew’) for a consideration
of £58.3 million. Yew Holdings Limited owns and operates 40 funeral locations and two crematoria in Northern England.
If the Group had owned the Yew Acquisition for the entire period, then the estimated revenue for the Yew Acquisition would be
£12.0 million and the estimated operating profit would be £4.3 million. These estimates assume a pro rata extrapolation of
the Yew Acquisition’s operating performance post acquisition. No material changes resulted from aligning the Yew
Acquisition’s accounting policies to those of the Group.
No tax deductions are expected in relation to the goodwill recognised.
This acquisition has been accounted for under the acquisition method and disclosed separately.
Other acquisitions
During 2013, the Group also acquired the operational interest of five funeral locations. These transactions were either
acquisitions of trade and assets or acquisitions of the entire issued share capital of a limited company.
All acquisitions have been accounted for under the acquisition method. None were individually material and consequently
have been aggregated.
(b) Reconciliation to cash flow statement
Cash paid on completion
Cash paid in respect of deferred consideration obligations
Cash acquired on acquisition
Acquisition of subsidiaries and businesses as reported in the cash flow statement
27 Employees and Directors
Wages and salaries
Social security costs
Other pension costs (note 28)
Share option charges (note 23)
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
61.7
0.1
(1.1)
60.7
11.5
0.1
(0.9)
10.7
52 week period
ended
27 December
2013
£m
52 week period
ended
28 December
2012
£m
70.1
5.1
1.9
1.5
78.6
63.6
4.6
1.9
1.2
71.3
Key management are considered to be the Board of Directors only. Total key management remuneration in the period was
£3.9 million (2012: £3.6 million), including £1.0 million (2012: £0.8 million) of share option charges. The monthly average
number of people, including Directors, employed by the Group during the period was as follows:
Management and administration
Funeral services staff
Crematoria staff
Pre–arranged funeral plan staff
2013
Number
148
2,194
316
69
2,727
2012
Number
135
2,048
297
63
2,543
Directors’ emoluments
Details of Directors’ emoluments are disclosed in the Report on Directors’ Remuneration on pages 61 to 67 which form part
of these consolidated financial statements.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 107
29
Annual Report & Accounts 2013
28 Pension commitments
Defined contribution plans
The Group contributes to certain individuals’ personal pension schemes. These contributions are accounted for as defined
contribution schemes.
Auto enrolment
During the year, the Group implemented auto enrolment. A defined contribution scheme has been used, with both the
employee and employer contributing four per cent of pensionable pay. Approximately one in three eligible employees elected
to opt out of the scheme.
The pension costs for defined contribution schemes are as follows:
Defined contribution schemes
2013
£m
0.3
2012
£m
0.1
Defined benefit plan
The Group operates a defined benefit scheme the Dignity Pension and Assurance Scheme. A full actuarial valuation was
carried out as at 6 April 2011 and updated to 27 December 2013 by a qualified independent Actuary.
After consultation with members of the defined benefit plan, the Group closed the scheme to new entrants on
1 October 2013 and employee contributions were increased to 10 per cent (from 7 per cent) of pensionable salaries, with the
Group contributing the same amount (an increase from 9.2 per cent). The total monetary contribution paid by the employer
for 2013 was £1.5 million (2012: £1.3 million). In addition special contributions of £1.0 million (2012: £nil) have been paid
to make the total contribution for the year £2.5 million (2012: £1.3 million).
The principal actuarial assumptions at the balance sheet date (expressed as weighted averages) were:
Assumptions
Discount rate
Expected long–term rate of return on assets
Rate of increase in salaries
Rate of increase in payment of post April 1997 pensionable service
Rate of increase in payment of post April 2005 pensionable service
RPI price inflation assumption
CPI price inflation assumption
2013
4.7%
4.7%
2.5%
3.4%
2.3%
3.5%
2.5%
2012
4.65%
4.65%
2.8%
2.8%
2.1%
2.9%
2.1%
The underlying mortality assumption is based upon the standard table known as S1PA on a year of birth basis, with
CMI_2009 future improvement factors, a long–term rate of improvement of 1.25 per cent per annum and rated up two years
for males and down two years for females (2012: same).
Pensions and other post–retirement obligations
The amounts recognised in the balance sheet are determined as follows:
Fair value of plan assets
Present value of funded obligations
Net (obligation)/asset recognised in the balance sheet
Analysis of amount charged to income statement in respect of defined benefit schemes
Current service cost
Past service cost
Total included within cost of sales (staff costs)
2013
£m
91.2
(92.2)
(1.0)
2013
£m
1.6
–
1.6
2012
£m
87.0
(86.9)
0.1
2012
£m
1.8
–
1.8
Net Interest cost included within finance income
–
(0.2)
Expected contributions to the Group’s pension scheme for the 52 week period ended 26 December 2014 are approximately
£1.7 million.
108
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
28 Pension commitments (continued)
Analysis of fair value of plan assets
Equity and property
Debt
Cash
Fair value of plan assets
2013
2012
£m
50.7
32.7
7.8
91.2
%
55.6
35.9
8.5
100.0
£m
47.5
30.9
8.6
87.0
%
54.6
35.5
9.9
100.0
At 27 December 2013 and 28 December 2012 the Pension Trustees did not hold, on behalf of the scheme, any direct
investments in the Group, nor did the Group occupy any property or other assets included with the fair value of plan assets.
Changes in the present value of the defined benefit obligation are as follows:
Present value of obligation at beginning of period
Current service cost
Past service cost
Interest cost
Benefits paid
Contributions by participants
Actuarial (losses)/gains – financial
Actuarial (losses)/gains – demographic
Actuarial gains/(losses) – experience
Present value of obligation at end of period
Changes in the fair value of plan assets are as follows:
Fair value of plan assets at beginning of period
Expected return on plan assets
Contributions by Group
Contributions by participants
Benefits paid
Actuarial losses
Fair value of plan assets at end of period
Analysis of the movement in the balance sheet (obligation)/asset
At beginning of period
Total expense as above
Actuarial losses
Contributions by Group
At end of period
Cumulative actuarial gains and losses recognised in equity
At beginning of period
Net actuarial losses recognised in the period
At end of period
The actual return on plan assets was £4.0 million (2012: £3.5 million).
2013
£m
(86.9)
(1.6)
–
(4.0)
3.5
(1.2)
(2.3)
–
0.3
(92.2)
2013
£m
87.0
4.0
2.5
1.2
(3.5)
–
91.2
2013
£m
0.1
(1.6)
(2.0)
2.5
(1.0)
2013
£m
(1.1)
(2.0)
(3.1)
2012
£m
(83.2)
(1.8)
–
(4.0)
3.7
(1.4)
(0.9)
–
0.7
(86.9)
2012
£m
84.5
4.2
1.3
1.4
(3.7)
(0.7)
87.0
2012
£m
1.3
(1.6)
(0.9)
1.3
0.1
2012
£m
(0.2)
(0.9)
(1.1)
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 109
29
Annual Report & Accounts 2013
28 Pension commitments (continued)
History of experience gains and losses
2013
2012
2011
2010
2009
Experience adjustments arising on scheme assets:
Amount (£m)
Percentage of scheme’s assets
Experience adjustments arising on scheme liabilities:
Amount (£m)
Percentage of the present value of the scheme’s liabilities
Present value of scheme liabilities (£m)
Fair value of scheme assets (£m)
(Deficit)/surplus (£m)
–
–
0.2
0.2%
(92.2)
91.2
(1.0)
Change in assumptions
No change
0.25% rise in discount rate
0.25% fall in discount rate
0.25% rise in inflation
0.25% fall in inflation
(0.7)
0.8%
0.7
0.8%
(86.9)
87.0
0.1
Liabilities
£m
92.2
88.3
96.3
94.6
89.5
(4.6)
5.4%
1.0
1.2%
(83.2)
84.5
1.3
Assets
£m
91.2
91.2
91.2
91.2
91.2
(2.6)
3.0%
(1.1)
1.4%
(76.1)
84.6
8.5
Surplus/
(deficit)
£m
(1.0)
2.9
(5.1)
(3.4)
1.7
(4.5)
5.8%
(0.3)
0.4%
(68.0)
77.1
9.1
Increase/
(decrease) in
surplus
£m
–
3.9
(4.1)
(2.4)
2.7
The above sensitivity analysis has been determined by applying the results of a fully accurate sensitivity analysis as at 6 April
2013 to the value placed on the Scheme liabilities as at 27 December 2013, assuming that the proportionate impact of the
change in assumptions would be the same. It does not, therefore, allow for the impact of membership movements since
6 April 2013, although these would not be material. The same methodology was used for the sensitivity analysis undertaken
for the year ending 28 December 2012.
Analysis of present value of scheme liabilities
Active members
Deferred pensioners
Current pensioners
Average duration of liabilities
2013
£m
36%
25%
39%
18 years
2012
£m
40%
24%
36%
19 years
Scheme characteristic
The scheme is administered by trustees in accordance with its Trust Deed & Rules and relevant legislation. Member
contributions are fixed with the employer meeting the balance of the costs of providing scheme benefits. The contribution
payable by the employer are set by the trustees after consulting the employer and in accordance with the funding
requirements of the Pensions Act 2004.
Funding arrangements
The Trustees use Projected Unit funding method. The last full triennial actuarial valuation was undertaken as at 6 April 2011.
Currently both the Employer and Scheme members pay contributions at the rate of 10 per cent of pensionable pay.
Funding Risks
Investment return risk
If the assets underperform the returns assumed in setting the funding targets then additional contributions may be required
at subsequent valuations.
Investment match risk
The scheme invests significantly in equities, whereas the funding targets are closely related to the returns on bonds.
If equities fall in value relative to the matching asset of bonds, additional contributions may be required.
Longevity risk
If future improvements in longevity exceed the assumptions made for scheme funding then additional contributions may be
required.
Prior year numbers have not been restated to reflect the changes to the accounting standard as this has no material impact
to the prior year values.
110
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
29 Pre–arranged funeral plans
(a) Contingencies and commitments
Dignity Pre–arrangement Limited, Dignity Securities Limited and Advance Planning Limited are fellow members of the Dignity
Group in the United Kingdom. These companies have sold pre–arranged funeral plans to their clients in the past. All monies
from these sales are held and controlled by three independent Trusts, being the National Funeral Trust, the Dignity Limited
Trust Fund and the Trust for Age UK Funeral Plans respectively. Further details of the transactions can be found in the financial
statements of these companies, which are available from 4 King Edwards Court, King Edwards Square, Sutton Coldfield,
West Midlands, B73 6AP.
The Group has given commitments to certain of these clients to perform their funeral. The agreed amounts payable to either
the Group or to third party funeral directors will be paid out of the funds held in the Trusts.
Similar commitments have arisen following the Yew Acquisition, which had sold pre–arranged funeral plans through a similar
trust based structure (the ‘Peace of Mind Trusts’).
It is the view of the Directors that none of the commitments given to these clients are onerous to the Group.
(b) Pre–arranged funeral plan trust assets (unaudited)
The market value of the assets of the pre–arranged funeral plan trusts was £578.9 million at 27 December 2013
(2012: £511.2 million) in respect of 257,000 (2012: 238,000) unfulfilled pre–arranged funeral plans. The remaining 66,000
(2012: 52,000) unfulfilled pre–arranged funeral plans related to those backed by Insurance Plans, as described in note 1 to
the consolidated financial statements.
The majority of the trustees of the pre–arranged funeral plan trusts are unconnected to the Group, as required by current
UK legislation. The trustees are required to have the Trusts’ liabilities actuarially valued once a year. The latest valuations were
performed as at 27 September 2013 (2012: 28 September 2012) using assumptions determined by the trustees. These
valuations showed the Trusts to have liabilities in respect of the pre–arranged funeral plan trusts of £528.2 million as at
27 September 2013 (2012: £465.4 million). The corresponding market value of the assets of the pre–arranged funeral plan
trusts was £544.8 million (2012: £479.4 million) as at the same date. Consequently the actuarial valuation recorded total
surpluses of £16.6 million at 27 September 2013 (2012: £14.0 million).
The market value of assets relating to the pre–arranged funeral plan trusts associated with the Yew Acquisition at
31 March 2013 was £24.6 million being the last date of audited accounts.
Overview
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Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 111
29
Annual Report & Accounts 2013
30 Contingent liabilities
(a) Securitisation
On 11 April 2003, the Group refinanced its debt by way of a whole business securitisation. On 21 February 2006,
27 September 2010 and 30 July 2013 further Secured Notes were issued on identical terms. As a result, the following
guarantees and charges were granted to BNY Mellon Corporate Trustee Services in its capacity as Security Trustee in the
securitisation:
• The Dignity (2002) Group have granted the Security Trustee fixed and floating charges over the assets and undertakings of
the Dignity (2002) Group;
• Dignity plc has granted the Security Trustee, with full title guarantee a first fixed charge over the shares (and any monies
receivable in respect of the shares) which it holds in Dignity (2004) Limited;
• Dignity (2004) Limited has granted the Security Trustee, with full title guarantee a first fixed charge over the shares (and any
monies receivable in respect of the shares) which it holds in Dignity Holdings No. 2 Limited and Dignity (2002) Limited;
• Dignity Holdings No. 2 Limited has granted the Security Trustee, with full title guarantee a first fixed charge over the shares
(and any monies receivable in respect of the shares) which it holds in Dignity Holdings Limited;
• Dignity Holdings Limited has granted the Security Trustee, with full title guarantee a first fixed charge over the shares (and
any monies receivable in respect of the shares) which it holds in Dignity Mezzco Limited;
• Dignity Holdings Limited has also assigned to the Security Trustee by way of security with full title guarantee, its right title
and interest in the loans (both interest and non interest bearing) to Dignity (2002) Limited; and
• Dignity Mezzco Limited has also assigned to the Security Trustee by way of security with full title guarantee, its right title
and interest in the loan to Dignity (2002) Limited.
At 27 December 2013, the amount outstanding in relation to these borrowings was £419.3 million (2012: £333.5 million).
(b) Crematoria Acquisition Facility
In January 2013 a further £5.8 million was drawn under the Crematoria Acquisition Facility. On 27 February 2013, the
£15.8 million Crematoria Acquisition Facility was refinanced with the Royal Bank of Scotland. As a consequence of the legal
structure of this facility:
• Dignity plc has granted Nat West, with full title guarantee a first fixed charge over the shares (and any monies receivable in
respect of the shares) which it holds in Dignity (2008) Limited;
• Dignity (2008) Limited has granted Nat West, with full title guarantee a first fixed charge over the shares (and any monies
receivable in respect of the shares) which it holds in Dignity Crematoria Limited;
• Dignity (2008) Limited and Dignity Crematoria Limited have granted Nat West fixed and floating charges over the assets
and undertakings of each of Dignity (2008) Limited and Dignity Crematoria Limited; and
• Dignity plc have acted as guarantor in the event that Dignity (2008) Limited fails to pay interest due on the facility.
In the opinion of the Directors no liability is likely to crystallise in respect of these guarantees.
At 27 December 2013, the amount outstanding in relation to these borrowings was £15.8 million (2012: £10.0 million).
112
Dignity plc
Annual Report & Accounts 2013
Notes to the financial statements continued
for the 52 week period ended 27 December 2013
31 Related party transactions
Pre–arrangement trusts
During the period, the Group entered into transactions with the Trusts associated with the pre–arranged funeral plan
businesses. The nature of the relationship with the Trusts is set out in the accounting policies. Amounts may only be paid out
of the Trusts in accordance with the relevant Trust Deeds.
Transactions principally comprise:
• The recovery of marketing and administration allowances in relation to plans sold net of cancellations; and
• Receipts from the Trusts in respect of funerals provided.
Transactions also include:
• Receipts from the Trusts in respect of cancellations by existing members;
• Reimbursement by the Trusts of expenses paid by the Group on behalf of the respective Trusts; and
• The payment of realised surpluses generated by the Trust funds as and when the trustees sanction such payments.
Related party transactions are summarised below:
Dignity Limited Trust Fund
National Funeral Trust
Trust for Age UK Funeral Plans
Peace of Mind Trusts
Transactions during the period
Amounts due to the
Group at the period end
2013
£m
0.3
31.1
34.0
1.2
2012
£m
0.3
28.9
31.6
n/a
2013
£m
–
1.5
1.5
0.1
2012
£m
–
1.4
1.6
n/a
A further £3.6 million (2012: £3.1 million) is due from the Trusts after more than one year.
32 Post balance sheet events
The Group has acquired three funeral locations since the balance sheet date for a total consideration of £2.1 million.
Overview
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Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 113
29
Annual Report & Accounts 2013
Independent auditors’ report to the members of Dignity plc
for the 52 week period ended 27 December 2013
Report on the parent company financial statements
Our opinion
In our opinion the financial statements, defined below:
• give a true and fair view of the state of the parent
company’s affairs as at 27 December 2013;
• have been properly prepared in accordance with United
Kingdom Generally Accepted Accounting Practice; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
This opinion is to be read in the context of what we say in
the remainder of this report.
What we have audited
The parent company financial statements (the ‘financial
statements’), which are prepared by Dignity plc, comprise:
• the parent company balance sheet as at
27 December 2013; and
• the notes to the financial statements, which include a
summary of significant accounting policies and other
explanatory information.
The financial reporting framework that has been applied in
their preparation is applicable law and United Kingdom
Accounting Standards (United Kingdom Generally Accepted
Accounting Practice).
In applying the financial reporting framework, the directors
have made a number of subjective judgements, for example
in respect of significant accounting estimates. In making
such estimates, they have made assumptions and
considered future events.
What an audit of financial statements involves
We conducted our audit in accordance with International
Standards on Auditing (UK and Ireland) (‘ISAs (UK &
Ireland)’). An audit involves obtaining evidence about the
amounts and disclosures in the financial statements
sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether
caused by fraud or error. This includes an assessment of:
• whether the accounting policies are appropriate to the
parent company’s circumstances and have been
consistently applied and adequately disclosed;
• the reasonableness of significant accounting estimates
made by the directors; and
• the overall presentation of the financial statements.
In addition, we read all the financial and non–financial
information in the Annual Report & Accounts 2013 (the
‘Annual Report’) to identify material inconsistencies with the
audited financial statements and to identify any information
that is apparently materially incorrect based on, or
materially inconsistent with, the knowledge acquired by us
in the course of performing the audit. If we become aware
of any apparent material misstatements or inconsistencies
we consider the implications for our report.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion:
• the information given in the Strategic Report and the
Directors’ Report for the financial period for which the
financial statements are prepared is consistent with the
financial statements; and
• the part of the Directors’ Remuneration Report to be
audited has been properly prepared in accordance with the
Companies Act 2006.
Other matters on which we are required to report
by exception
Adequacy of accounting records and information and
explanations received
Under the Companies Act 2006 we are required to report to
you if, in our opinion:
• we have not received all the information and explanations
we require for our audit; or
• 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 financial statements and the part of the Directors’
Remuneration Report to be audited are not in agreement
with the accounting records and returns.
We have no exceptions to report arising from this
responsibility.
Directors’ remuneration
Under the Companies Act 2006 we are required to report to
you if, in our opinion, certain disclosures of directors’
remuneration specified by law are not made. We have no
exceptions to report arising from this responsibility.
Other information in the Annual Report
Under ISAs (UK & Ireland) we are required to report to you
if, in our opinion, information in the Annual Report is:
• materially inconsistent with the information in the audited
financial statements; or
• apparently materially incorrect based on, or materially
inconsistent with, our knowledge of the company acquired
in the course of performing our audit; or
• is otherwise misleading.
We have no exceptions to report arising from this responsibility.
Responsibilities for the financial statements and the audit
Our responsibilities and those of the directors
As explained more fully in the Statement of directors’
responsibilities set out on page 68, the directors are
responsible for the preparation of the financial statements
and for being satisfied that they give a true and fair view.
Our responsibility is to audit and express an opinion on the
financial statements in accordance with applicable law and
ISAs (UK & Ireland). Those standards require us to comply with
the Auditing Practices Board’s Ethical Standards for Auditors.
This report, including the opinions, has been prepared for
and only for the company’s members as a body in
accordance with Chapter 3 of Part 16 of the Companies Act
2006 and for no other purpose. We do not, in giving these
opinions, accept or assume responsibility for any other
purpose or to any other person to whom this report is shown
or into whose hands it may come save where expressly
agreed by our prior consent in writing.
Other matter
We have reported separately on the group financial
statements of Dignity plc for the 52 week period ended
27 December 2013.
Matthew Mullins (Senior Statutory Auditor)
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
Birmingham
5 March 2014
114
Dignity plc
Annual Report & Accounts 2013
Dignity plc Company balance sheet
as at 27 December 2013
Fixed assets
Investments
Current assets
Debtors
Cash at bank and in hand
Total current assets
Creditors: amounts falling due within one year
Net current assets
Total assets less current liabilities
Net assets
Capital and reserves
Called up share capital
Share premium account
Capital redemption reserve
Other reserves
Profit and loss account
Total shareholders’ funds
27 December
2013
£m
28 December
2012
£m
Note
C2
C3
C4
C5
C5
C5
C5
C5
C6
139.0
137.5
156.6
16.7
173.3
(13.6)
159.7
298.7
298.7
6.0
20.8
121.6
3.2
147.1
298.7
131.0
18.9
149.9
(13.2)
136.7
274.2
274.2
5.7
17.4
99.3
3.4
148.4
274.2
The financial statements on pages 114 to 118 were approved by the Board of Directors on 5 March 2014 and were signed on
its behalf by:
M K McCollum
Chief Executive
S L Whittern
Finance Director
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 115
29
Annual Report & Accounts 2013
Notes to the Dignity plc financial statements
for the 52 week period ended 27 December 2013
C1 Principal accounting policies
Basis of preparation
These financial statements are prepared on a going concern basis under the historical cost convention and in accordance with
the Companies Act 2006 and applicable United Kingdom Accounting Standards (United Kingdom Generally Accepted
Accounting Practice). A summary of the principal accounting policies, which have been consistently applied, is set out below.
In accordance with the concession granted under Section 408 of the Companies Act 2006, the profit and loss account of the
Company has not been separately presented in the financial statements.
In the current period, the Company’s financial statements have been prepared for the 52 week period ended 27 December
2013. For the comparative period, the Company’s financial statements have been prepared for the 52 week period ended
28 December 2012.
Furthermore, the Company has taken advantage of the exemption provided within FRS 29, Financial Instruments and
Disclosures, not to disclose details of any financial instruments held.
Fixed asset investments
Fixed asset investments are stated at historical cost, less any provision for impairment.
Impairment of fixed assets
The carrying values of fixed assets are reviewed for impairment in periods where events or changes in circumstances indicate
that the carrying value may not be recoverable or at the end of the first full financial year following the recognition. Any
impairment in the value of fixed assets below depreciated historical cost is charged to the profit and loss account within
operating profit. A reversal of an impairment loss is recognised in the profit and loss account to the extent that the original
loss was recognised.
Employee share schemes
The Company operates two employee share schemes: The Save As You Earn Scheme (‘SAYE’) and Long–Term Incentive Plan
Scheme (‘LTIP’).
The Company applies UITF 44 in respect of share option schemes resulting in the charge for such schemes being recognised
in a subsidiary of the Company. The Company’s financial statements reflect the cost of the scheme as an increase in the cost
of investment in the subsidiary.
Employee share trust
The assets of the employee share trust are held by a separate limited company, of which the Directors consider that Dignity
plc has de facto control. In accordance with UITF 38, Accounting for ESOP Trusts and the substance of the transaction, the
trust’s assets and liabilities are recognised in the Company’s balance sheet within share capital and reserves.
Dividends
Dividend distributions to the Company’s shareholders are recognised as a liability in the financial statements in the period
in which they are approved by the Company’s shareholders. Interim dividends are recorded in the financial statements
when paid.
116
Dignity plc
Annual Report & Accounts 2013
Notes to the Dignity plc financial statements continued
for the 52 week period ended 27 December 2013
C2 Investments in subsidiary undertakings
Cost and net book amount
At beginning of period
Additions in respect of share–based payments
At end of period
Principal subsidiaries
Company name
Principal activity
Dignity Funerals Limited
Dignity Funerals No. 2 Limited
Pitcher & Le Quesne Limited
Dignity Pre–arrangement Limited
Dignity Securities Limited
Funeral services
Funeral services (ceased trading
during the period)
Funeral services
Pre–arranged funeral plans
Pre–arranged funeral plans
Advance Planning Limited
Pre–arranged funeral plans
Dignity Finance PLC
Dignity (2002) Limited
Dignity Crematoria Limited
Finance company
Intermediate holding company
Construction and leasing of
crematoria
£m
137.5
1.5
139.0
Percentage
held
100%
100%
99%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Number of shares at
27 December 2013
577,376,905 Ordinary at 0.1p each
1 Ordinary at £1 each
100 Ordinary at £1 each
5,001,001 Ordinary at £1 each
19,801 Ordinary at £1 each
750,000 8 pence Redeemable
Preference Shares at £1 each
7,500 A Ordinary at £1 each
2,500 B Ordinary at £1 each
3,863,291 0.0000001 pence
Redeemable Preference
Shares at 1p each
50,000 Ordinary at £1 each
110,000,002 Ordinary at 0.01p each
10,000 A Ordinary at £1 each
10,000 B Ordinary at £1 each
10,000 C Ordinary at £1 each
10,000 D Ordinary at £1 each
10,000 E Ordinary at £1 each
All of the subsidiaries are incorporated in the United Kingdom except for Pitcher & Le Quesne Limited which is incorporated
in Jersey and is effectively 100 per cent controlled. All of the above shareholdings are held indirectly, with the exception of
Dignity (2004) Limited.
Additions in the period reflect the effect of capital contributions to subsidiaries as a result of share–based payment schemes
operated in those company’s over the shares of Dignity plc.
The Directors consider that to give full particulars of all subsidiary undertakings would lead to a statement of excessive
length, as the Company has in excess of 250 dormant subsidiaries and a number of intermediate holding companies.
The Directors believe that the carrying value of the investments is supported by their underlying net assets.
C3 Debtors
Amounts falling due within one year:
Amounts owed by group undertakings
Other debtors
C4 Creditors: amounts falling due within one year
Amounts owed to subsidiary undertakings
Accruals and deferred income
Corporation Tax
27 December
2013
£m
28 December
2012
£m
156.6
–
156.6
130.9
0.1
131.0
27 December
2013
£m
28 December
2012
£m
12.4
0.4
0.8
13.6
12.4
0.2
0.6
13.2
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 117
29
Annual Report & Accounts 2013
C5 Called up share capital and reserves
Allotted and fully paid Equity shares
53,343,871 (2012: 54,757,481) Ordinary Shares of 11 4/13 pence (2012: £0.105) each
Each Ordinary Share carries equal voting rights and there are no restrictions on any share.
27 December
2013
£m
28 December
2012
£m
6.0
5.7
During the period the Group received £nil consideration in relation to the 253,844 shares issued under the 2010 LTIP
scheme, £1.0 million consideration in relation to the 141,981 shares issued under the 2010 SAYE scheme and £24.2 million
consideration relating to the 2,283,019 issued as an equity placing to help fund the acquisition of Yew.
Changes in issued share capital
On 12 August 2013, the Ordinary Share Capital of the Company was consolidated such that shareholders received
13 Ordinary Shares of 11 4/13 pence each in exchange for every 14 Ordinary Shares of £0.105 each held at close of
business on 9 August 2013.
As a result of the Return of Cash undertaken in the year, bonus shares of 20,613,992 B Shares with a nominal value of
£1.08 per share and 36,680,352 C Shares were issued. The B Shares were issued on 12 August 2013 and redeemed for cash
on 20 August 2013. The C Shares were issued on 12 August 2013 and converted to Deferred Shares on the same day.
Reserves and share premium account
At beginning of period
Profit for the period
Proceeds from share issue
Issue costs in respect of shares issued
Effects of employee share options
Shares issued under the 2010 LTIP scheme
Gift to Employee Benefit Trust
Issue of shares under SAYE scheme
Issue of B Shares in respect of Capital Option
Redemption of B Shares in respect of
Capital Option
Dividend in respect of Special Dividend Option
Dividends paid on Ordinary Shares
Share
premium
account
£m
17.4
–
24.0
(0.9)
–
1.7
–
0.9
(22.3)
–
–
–
Capital
redemption
reserve
£m
Other
reserves
£m
Profit and
loss account
£m
99.3
–
–
–
–
–
–
–
–
22.3
–
–
3.4
–
–
–
1.5
–
(1.7)
–
–
–
–
–
3.2
148.4
66.8
–
–
–
–
–
–
–
(22.3)
(39.6)
(6.2)
147.1
Total
£m
268.5
66.8
24.0
(0.9)
1.5
1.7
(1.7)
0.9
(22.3)
–
(39.6)
(6.2)
292.7
At end of period
20.8
121.6
The capital redemption reserve represents £80,002,465 B Shares that were issued on 2 August 2006 and redeemed for cash
on the same day, £19,274,610 B Shares that were issued on 10 October 2010 and redeemed for cash on 11 October 2010
and £22,263,112 B Shares that were issued on 12 August 2013 and redeemed for cash on 20 August 2013.
£7.6 million (2012: £6.1 million) in other reserves relates to investments in own shares and therefore reduces profit available
for distribution.
118
Dignity plc
Annual Report & Accounts 2013
Notes to the Dignity plc financial statements continued
for the 52 week period ended 27 December 2013
C6 Reconciliation of movements in shareholders’ funds
Profit for the period
Effects of employee share options
Issue costs in respect of shares issued
Shares issued under the 2010 LTIP scheme
Gift to Employee Benefit Trust
Proceeds from share issue
Issue of shares under SAYE scheme
Issue of B Shares in respect of Capital Option
Dividend in respect of Special Dividend Option
Dividends paid on Ordinary Shares
Net additions to shareholders’ funds
Opening shareholders’ funds
Closing shareholders’ funds
27 December
2013
£m
28 December
2012
£m
66.8
1.5
(0.9)
1.7
(1.7)
24.2
1.0
(22.3)
(39.6)
(6.2)
24.5
274.2
298.7
9.5
1.2
–
–
–
–
–
–
–
(8.3)
2.4
271.8
274.2
Amounts payable to the Group’s auditors relating to the Company are included in note 5 of the Group financial statements
and are not material to disclose separately.
C7 Staff costs
Directors’ remuneration
The Directors are directors of the ultimate parent company, Dignity plc and details of their emoluments are included in pages
61 to 67. They received no emoluments in respect of their services to the Company (2012: £nil).
C8 Related party transactions
There are no related party transactions for either period.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
Annual Report & Accounts 2013 119
29
Annual Report & Accounts 2013
Financial record*
Summarised consolidated income statement
2013
£m
2012
£m
2011
£m
2010
£m
2009
£m
Revenue
Funeral services
Crematoria
Pre–arranged funeral plans
Underlying operating profit
Funeral services
Crematoria
Pre–arranged funeral plans
Central overheads
Finance costs
Finance income
Underlying profit before tax
Taxation
Underlying profit after tax
Underlying earnings per share (pence)
Operating profit
Profit after tax
Basic earnings per share (pence)
Key performance indicators
176.2
53.8
26.7
256.7
60.8
27.4
6.7
(16.5)
78.4
(28.9)
3.4
52.9
(12.9)
40.0
72.1p
75.1
40.4
72.8p
157.9
46.6
25.1
229.6
54.2
23.3
6.5
(14.6)
69.4
(25.8)
2.5
46.1
(11.7)
34.4
62.8p
68.7
35.7
65.1p
146.5
41.6
22.0
210.1
50.8
21.3
5.5
(13.1)
64.5
(25.9)
3.0
41.6
(11.4)
30.2
55.1p
63.2
34.3
62.6p
143.3
37.5
18.3
199.1
49.3
19.9
4.3
(12.5)
61.0
(22.5)
1.9
40.4
(11.7)
28.7
46.4p
60.4
29.0
46.9p
138.5
34.4
11.8
184.7
47.3
17.6
3.5
(12.0)
56.4
(21.6)
1.6
36.4
(10.6)
25.8
40.5p
57.5
26.6
41.8p
2013
2012
2011
2010
2009
Total estimated number of deaths in Britain (number)
Number of funerals performed (number)
Funeral market share** (per cent)
Number of cremations performed (number)
Crematoria market share (per cent)
Unfulfilled pre–arranged funeral plans (number)
Cash generated from operations (£million)
560,000
68,000
11.9%
55,500
9.9%
323,000
94.2
551,000
63,200
11.2%
50,500
9.2%
290,000
83.3
539,000
62,300
11.3%
47,600
8.8%
265,000
74.2
557,000
64,500
11.4%
45,200
8.1%
238,000
74.5
545,000
65,000
11.8%
42,700
7.8%
216,000
65.3
Net debt
Net amounts owing on Class A and B Secured Notes
per financial statements
Net amounts owing on Class A and B Secured Notes
per financial statements – issued 2013
Add: unamortised issue costs
Add: unamortised issue costs – issued 2013
Gross amounts owing on Class A and B Secured Notes
per financial statements
Net amounts owing on Crematoria Acquisition Facility
per financial statements
Add: unamortised issue costs on Crematoria
Acquisition Facility
Gross amounts owing
Accrued interest on Class A and B Secured Notes
Accrued interest on Class A and B Secured Notes –
issued 2013
Accrued interest on Crematoria Acquisition Facility
Cash and cash equivalents
2013
£m
2012
£m
2011
£m
2010
£m
2009
£m
(310.0)
(318.9)
(323.3)
(331.3)
(258.6)
(93.0)
(13.0)
(3.3)
–
(14.6)
–
–
(16.2)
–
–
(17.8)
–
–
(14.6)
–
(419.3)
(333.5)
(339.5)
(349.1)
(273.2)
(15.6)
(10.0)
(0.2)
(435.1)
(11.6)
(2.7)
–
79.3
–
(343.5)
(11.6)
–
(0.1)
55.6
(9.9)
(0.1)
(9.9)
(0.1)
(9.8)
(0.2)
(349.5)
(359.1)
(283.2)
–
–
(0.1)
36.9
–
–
(0.1)
48.1
(9.6)
–
(0.1)
45.8
Net debt
(370.1)
(299.6)
(312.7)
(311.1)
(247.1)
120
Dignity plc
Annual Report & Accounts 2013
Financial record* continued
Summarised consolidated balance sheet
Non-current assets
Goodwill and intangible assets
Property, plant and equipment
Financial and other assets
Retirement benefit asset
Current assets
Cash and cash equivalents – excluding collateralisation of
Liquidity Facility
Cash and cash equivalents – collateralisation of
Liquidity Facility
Cash and cash equivalents
Other current assets
Total assets
Current liabilities
Non–current liabilities
Total liabilities
Equity attributable to shareholders
Total equity and liabilities
NOTES
2013
£m
250.4
183.6
12.7
–
446.7
79.3
63.0
142.3
34.4
176.7
623.4
143.6
437.6
581.2
42.2
623.4
2012
£m
204.5
157.1
12.6
0.1
374.3
55.6
–
55.6
32.1
87.7
2011
£m
2010
£m
2009
£m
194.3
147.6
12.6
1.3
355.8
36.9
–
36.9
30.5
67.4
182.4
133.6
12.0
8.5
336.5
48.1
–
48.1
29.2
77.3
175.6
116.8
9.4
9.1
310.9
45.8
–
45.8
25.6
71.4
462.0
423.2
413.8
382.3
76.9
340.5
417.4
44.6
462.0
45.6
360.4
406.0
17.2
423.2
47.0
371.6
418.6
(4.8)
413.8
48.6
298.2
346.8
35.5
382.3
*
This information has been extracted from the current and previous Annual Reports and accordingly does not constitute audited information.
** Market share excluding funerals performed in Northern Ireland.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
29
Annual Report & Accounts 2013 121
Annual Report & Accounts 2013
Notice of Meeting
Notice is hereby given that the 2014 Annual General Meeting of Dignity plc (‘the Company’) will be held at DLA Piper UK LLP,
Victoria Square House, Victoria Square, Birmingham, West Midlands, B2 4DL on Thursday 5 June 2014 at 11.00am for the
following purposes:
Ordinary Resolutions
To propose the following as ordinary resolutions:
1. To receive and consider the Group’s financial statements, the strategic report, and the reports of the Directors and auditors
thereon for the 52 week period ended 27 December 2013.
2. To approve the Report on Directors’ remuneration (other than the part that contains the Directors’ remuneration policy)
for the 52 week period ended 27 December 2013 as set out on pages 54 to 67 of the Annual Report 2013.
3. To approve the Director’s remuneration policy contained in the Report on Directors’ remuneration.
The Chairman confirms that, following a formal evaluation, the Directors nominated for re-appointment in resolutions
4 to 12 (inclusive) below continue to be effective and demonstrate a commitment to the role. Full biographical details
are on pages 44 and 45.
4. To re-appoint Peter Hindley, as a Director of the Company.
5. To re-appoint Mike McCollum, as a Director of the Company.
6. To re-appoint Andrew Davies, as a Director of the Company.
7. To re-appoint Richard Portman, as a Director of the Company.
8. To re-appoint Steve Whittern, as a Director of the Company.
9. To re-appoint Ishbel Macpherson, as a Director of the Company.
10. To re-appoint Alan McWalter, as a Director of the Company.
11. To re-appoint Jane Ashcroft, as a Director of the Company.
12. To re-appoint Martin Pexton, as a Director of the Company.
13. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company to hold office from conclusion of the meeting to the
conclusion of the next meeting at which accounts are laid before the Company.
14. To authorise the Directors to fix the remuneration of the auditors.
15. To approve the proposed dividend of 11.83 pence per Ordinary Share and to authorise its payment on 27 June 2014 to
shareholders on the register of members at the close of business on 23 May 2014.
16. That the Directors be and are hereby generally and unconditionally authorised pursuant to section 551 of the Companies Act
2006 (‘the Act’), to exercise all powers of the Company to allot Relevant Securities:
a) comprising equity securities (as defined in section 560(1) of the Act) up to an aggregate nominal amount of £4,043,225
(such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph (b) of
this resolution) in connection with a rights issue:
(i) to holders of Ordinary Shares in the capital of the Company in proportion (as nearly as practicable) to the respective
numbers of Ordinary Shares held by them; and
(ii) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject
to such rights, as the directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to
treasury shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the
requirements of any regulatory body or stock exchange; and
b) otherwise than pursuant to paragraph (a) of this resolution, up to an aggregate nominal amount of £2,021,612
(such amount to be reduced by the aggregate nominal amount of Relevant Securities allotted pursuant to paragraph
(a) of this resolution in excess of £2,021,612),
provided that (unless previously revoked, varied or renewed) these authorities shall expire at the conclusion of the next annual
general meeting of the Company after the passing of this resolution or on 5 September 2015 (whichever is the earlier), save
that, in each case, the Company may make an offer or agreement before the authority expires which would or might require
Relevant Securities to be allotted after the authority expires and the Directors may allot Relevant Securities pursuant to any
such offer or agreement as if the authority had not expired.
122
Dignity plc
Annual Report & Accounts 2013
Notice of Meeting continued
In this resolution, (‘Relevant Securities’) means shares in the Company or rights to subscribe for or to convert any security into
shares in the Company; a reference to the allotment of Relevant Securities includes the grant of such a right; and a reference to the
nominal amount of a Relevant Security which is a right to subscribe for or to convert any security into shares in the Company is to
the nominal amount of the shares which may be allotted pursuant to that right.
These authorities are in substitution for all existing authorities under section 551 of the Act (which, to the extent unused at the date
of this resolution, are revoked with immediate effect).
Special Resolutions
To propose the following as special resolutions:
17. That, subject to the passing of resolution 16 and pursuant to section 570 of the Act, the directors be and are generally
empowered to allot equity securities (within the meaning of section 560 of the Act) for cash pursuant to the authorities
granted by resolution 16 as if section 561(1) of the Act did not apply to any such allotment, provided that this power
shall be limited to:
a) the allotment of equity securities in connection with an offer of equity securities (whether by way of a rights issue, open
offer or otherwise, but, in the case of an allotment pursuant to the authority granted by paragraph (a) of resolution 16, such
power shall be limited to the allotment of equity securities in connection with a rights issue):
(i) to holders of Ordinary Shares in the capital of the Company in proportion (as nearly as practicable) to the respective
numbers of Ordinary Shares held by them; and
(ii) to holders of other equity securities in the capital of the Company, as required by the rights of those securities or, subject
to such rights, as the directors otherwise consider necessary,
but subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to treasury
shares, fractional entitlements, record dates or any legal or practical problems under the laws of any territory or the
requirements of any regulatory body or stock exchange; and
b) the allotment of equity securities pursuant to the authority granted by paragraph (b) of resolution 16 (otherwise than
pursuant to paragraph (a) of this resolution) up to an aggregate nominal amount of £303,242,
and (unless previously revoked, varied or renewed) this power shall expire at the conclusion of the next annual general meeting
of the Company after the passing of this resolution or on 5 September 2015 (whichever is the earlier), save that the Company
may make an offer or agreement before this power expires which would or might require equity securities to be allotted for
cash after this power expires and the directors may allot equity securities for cash pursuant to any such offer or agreement as
if this power had not expired.
This power is in substitution for all existing powers under section 570 of the Act (which, to the extent unused at the date of this
resolution, are revoked with immediate effect).
18. That the Company be and is hereby generally and unconditionally authorised for the purposes of Section 701 of the Act to
make market purchases (as defined in Section 693(4) of the Act) of Ordinary Shares, subject as follows:
a) the maximum aggregate number of Ordinary Shares which may be purchased is 5,363,461;
b) the minimum price (including expenses) to be paid for each Ordinary Share shall be the nominal value of the
Ordinary Share;
c) the maximum price to be paid for an Ordinary Share is the higher of:
(i) an amount equal to 105 per cent of the average of the middle market quotations for the Company’s Ordinary Shares as
derived from the Daily Official List of the London Stock Exchange plc for the five business days immediately prior to the
day on which the purchase is made; and
(ii) an amount equal to the higher of the price of the last independent trade of an Ordinary Share and the highest current
independent bid for an Ordinary Share on the trading venue where the purchase is carried out.
Unless previously revoked, varied or renewed the authority conferred by this resolution shall expire at the conclusion of the
next Annual General Meeting of the Company after the passing of this resolution or on 5 September 2015 (whichever is earlier),
except in relation to the purchase of shares the contract for which was entered into before the expiry of such authority and
such purchase will or may be executed or completed wholly or partly after such expiry and accordingly the Company may
make a purchase of Ordinary Shares pursuant to any such contract as if this authority had not expired.
19. That a general meeting (other than an annual general meeting) may be called on not less than 14 clear days' notice.
Registered office:
4 King Edwards Court
King Edwards Square
Sutton Coldfield
West Midlands B73 6AP
By order of the Board
Richard Portman
Company Secretary
5 March 2014
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
29
Annual Report & Accounts 2013 123
Annual Report & Accounts 2013
Notes:
1. The right to vote at the meeting is determined by reference to the register of members. Only those shareholders registered in the register of
members of the Company as at 6.00pm on 3 June 2014 (or, if the meeting is adjourned 6.00pm on the date which is two days before the
date of the adjourned meeting) shall be entitled to attend and vote at the meeting in respect of the number of shares registered in their name
at that time. Changes to entries in the register of members after that time shall be disregarded in determining the rights of any person to
attend or vote (and the number of votes they may cast) at the meeting.
2. A member of the Company entitled to attend and to vote may appoint, one or more proxies to attend and vote instead. A proxy need not be
a member of the Company. A proxy form is enclosed. Completed proxy forms must be received by the Company’s Registrar, Equiniti, Aspect
House, Spencer Road, Lancing, West Sussex BN99 6DA, no later than 11.00am on 3 June 2014 or in the event the meeting is adjourned, no
later than 48 hours (excluding any part of the day that is not a working day) before the time of any adjourned meeting. A shareholder may
appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights attached to a different
share or shares held by that shareholder. Failure to specify the number of shares each proxy appointment relates to or specifying a number
which when taken together with the numbers of shares set out in the other proxy appointments is in excess of the number of shares held by
the shareholder may result in the proxy appointment being invalid. When appointing more than one proxy, complete a separate proxy form in
relation to each appointment. Additional proxy forms may be obtained by contacting the Company's Registrar on 0871 384 2674* if calling
from within the UK, or +44 (0) 121 415 7047 if calling from outside the UK or you may photocopy the proxy form. You will need to state
clearly on each proxy form the number of shares in relation to which the proxy is appointed. You can only appoint a proxy using the procedures
set out in these notes and the notes to the proxy form. The right of a member under Section 324 of the Companies Act 2006 (‘the Act’) to
appoint a proxy does not apply to a person nominated to enjoy information rights under Section 146 of the Act.
*At the time of publication, calls to this number were charged at 8 pence per minute plus network extras. Lines are open from 8.30am to
5.30pm Monday to Friday.
3. The appointment of a proxy will not preclude a member of the Company from attending, speaking and voting in person at the meeting if
he or she so wishes.
4. The following are available for inspection at the Company’s registered office during normal business hours from the date of this notice until the
time of the meeting. They will be available for at least 15 minutes prior to, and during, the Annual General Meeting:
• the register of Directors’ interests and those of their immediate families in the share capital of the Company;
• copies of the Directors’ service contracts and letters of appointment; and
• a copy of the Company’s memorandum and articles of association.
5. Biographical details of those Directors who are offering themselves for re-election at the meeting are set out on pages 44 and 45 of the Annual
Report 2013.
6. Total Voting Rights: As at 10 April 2014 (being the last practicable date before the publication of this notice), the Company's issued share
capital consists of 53,634,612 Ordinary Shares of 11 4/13 pence, (carrying one vote each). The Company does not hold any Ordinary Shares
in Treasury.
7. Shareholders have the right to ask questions at the meeting relating to the business being dealt with at the meeting in accordance with Section
319A of the Act. The Company must answer any such question unless:
(a) to do so would interfere unduly with the preparation for the meeting or would involve the disclosure of confidential information;
(b) the answer has already been given on a website in the form of an answer to a question; or
(c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.
8. The information required by Section 311A of the Act to be published in advance of the meeting, which includes the matters set out in this
notice and information relating to the voting rights of shareholders, is available at www.dignityfunerals.co.uk/corporate.
9. Members can appoint proxies electronically by logging on to the website www.sharevote.co.uk. You will need your voting reference numbers
(the voting ID, Task ID and shareholder reference number shown on your form of proxy). Alternatively, if you have registered for a Shareview
portfolio, please access the Equiniti shareview website at www.shareview.co.uk, by entering your portfolio identification particulars and click on
the link ‘vote’ under your Dignity plc holding details. For an electronic proxy appointment to be valid, the appointment must be received by no
later than 11.00am on 3 June 2014 (or if the meeting is adjourned no later than 48 hours (excluding any part of the day that is not a working
day) before the time of the adjourned meeting).
10. CREST members who wish to appoint a proxy or proxies for the meeting (or any adjournment of it) through the CREST electronic proxy
appointment service may do so by using the procedures described in the CREST Manual (available at www.euroclear.com). CREST personal
members or other CREST sponsored members and those CREST members who have appointed a voting service provider(s), should refer to
their CREST sponsor or voting service provider(s) who will be able to take the appropriate action on their behalf.
124
Dignity plc
Annual Report & Accounts 2013
Notice of Meeting continued
In order for a proxy appointment or instruction made using the CREST service to be valid, the appropriate CREST message (a “CREST Proxy
Instruction”) must be properly authenticated in accordance with Euroclear UK & Ireland Limited’s specifications and must contain the
information required for such instructions, as described in the CREST Manual. The message, regardless of whether it constitutes the
appointment of a proxy or an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted
so as to be received by the issuer's agent (ID RA 19) by no later than 11.00am on 3 June 2014 (or if the meeting is adjourned, no later than
48 hours (excluding any part of a day that is not a working day) before the time of any adjourned meeting). No such message received through
the CREST network after this time will be accepted. For this purpose, the time of receipt will be taken to be the time (as determined by the
timestamp applied to the message by the CREST Applications Host) from which the registrars are able to retrieve the message by enquiry
to CREST in the manner prescribed by CREST. After this time, any change of instructions to proxies appointed through CREST should be
communicated to the appointee through other means.
CREST members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear UK & Ireland Limited
does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply
in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member
is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or
voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by
any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred,
in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated
Securities Regulations 2001.
11. Where a copy of this notice is being received by a person who has been nominated to enjoy information rights under Section 146 of the Act
(‘Nominee’):
(a) the Nominee may have a right under an agreement between the Nominee and the member by whom he was nominated, to be appointed,
or to have someone else appointed, as a proxy for the meeting; or
(b) if the Nominee does not have any such right or does not wish to exercise such right, the Nominee may have a right under any such
agreement to give instructions to the member as to the exercise of voting rights.
The statement of the rights of the shareholders in relation to the appointment of proxies in notes 2, 3, 9 and 10 does not apply to a Nominee.
The rights in such notes can only be exercised by shareholders of the Company.
12. A shareholder which is a corporation may authorise one or more persons to act as its representative(s) at the meeting. Each such
representative may exercise (on behalf of the corporation) the same powers as the corporation could exercise if it were an individual
shareholder, provided that (where there is more than one representative and the vote is otherwise than on a show of hands) they do not
do so in relation to the same shares.
13. A shareholder or shareholders meeting the qualification criteria set out in note 16 below may require the Company to give shareholders notice
of a resolution which may properly be proposed and is intended to be proposed at the meeting in accordance with Section 338 of the Act.
A resolution may properly be proposed unless (i) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment
or the Company's constitution or otherwise), (ii) it is defamatory of any person, or (iii) it is frivolous or vexatious.
The business which may be dealt with at the meeting includes a resolution circulated pursuant to this right.
Any such request must:
(a) identify the resolution of which notice is to be given, by either setting out the resolution in full or, if supporting a resolution requested by
another shareholder, clearly identifying the resolution which is being supported;
(b) comply with the requirements set out in note 17 below; and
(c) be received by the Company no later than six weeks before the meeting.
14. A shareholder or shareholders meeting the qualification criteria set out in note 16 below may require the Company to include in the business
to be dealt with at the meeting any matter (other than a proposed resolution) which may properly be included in the business in accordance
with Section 338A of the 2006 Act.
A matter may properly be included unless (i) it is defamatory of any person, or (ii) it is frivolous or vexatious.
Any such request must:
(a) identify the matter to be included in the business, by either setting out the matter in full or, if supporting a matter requested by another
shareholder, clearly identifying the matter which is being supported;
(b) set out the grounds for the request;
(c) comply with the requirements set out in note 17 below; and
(d) be received by the Company no later than six weeks before the meeting.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
29
Annual Report & Accounts 2013 125
Annual Report & Accounts 2013
15. A shareholder or shareholders who meet the qualification criteria set out in note 16 below may require the Company to publish on its website
a statement setting out any matter that such shareholders propose to raise at the meeting relating to either the audit of the Company's accounts
(including the auditors' report and the conduct of the audit) that are to be laid before the meeting or any circumstances connected with an
auditor of the Company ceasing to hold office since the last annual general meeting of the Company in accordance with Section 527 of the Act.
Any such request must:
(a) identify the statement to which it relates, by either setting out the statement in full or, if supporting a statement requested by another
shareholder, clearly identifying the statement which is being supported;
(b) comply with the requirements set out in note 17 below; and
(c) be received by the Company at least one week before the meeting.
Where the Company is required to publish such a statement on its website:
(i) it may not require the shareholders making the request to pay any expenses incurred by the Company in complying with the request;
(ii) it must forward the statement to the Company's auditors no later than the time when it makes the statement available on the website; and
(iii) the statement may be dealt with as part of the business of the meeting.
16. In order to require the Company (i) to circulate a resolution to be proposed at the meeting as set out in note 13, (ii) to include a matter in the
business to be dealt with at the meeting as set out in note 14, or (iii) to publish audit concerns as set out in note 15, the relevant request must
be made by:
(a) a shareholder or shareholders having a right to vote at the meeting and holding at least five per cent of the total voting rights of the
Company; or
(b) at least 100 shareholders having a right to vote at the meeting and holding, on average, at least £100 of paid up share capital.
For information on voting rights, including the total voting rights of the Company, see note 6 above and the website referred to in note 8 above.
17. Any request by a shareholder or shareholders to require the Company (i) to circulate a resolution to be proposed at the meeting as set out in
note 13, (ii) to include a matter in the business to be dealt with at the meeting as set out in note 14, or (iii) to publish audit concerns as set
out in note 15:
(a) may be made either:
(i) in hard copy, by sending it to Dignity plc, 4 King Edwards Court, King Edwards Square, Sutton Coldfield, B73 6AP; or
(ii) in electronic form, by faxing it to +44 (0) 121 321 5644, marked for the attention of the Company Secretary or by e-mail to
CompanySecretary@dignityuk.co.uk (please state "Dignity plc: AGM" in the subject line of the e-mail);
(b) must state the full name(s) and address(es) of the shareholder(s); and
(c) (where the request is made in hard copy form) must be signed by the shareholder(s).
18. Except as provided above, shareholders who wish to communicate with the Company in relation to the meeting should do so using the
following means:
(a) calling our shareholder helpline on +44 (0) 871 384 2674; or
(b) by post, by sending it to Equiniti, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA.
19. You may not use any electronic address provided in either this Notice of General Meeting or any related documents (including the proxy form)
to communicate with the Company for any purpose other than those expressly stated.
20. No other methods of communication will be accepted. Any electronic communication sent by a shareholder to the Company or Equiniti which
is found to contain a virus will not be accepted by the Company.
126
Dignity plc
Annual Report & Accounts 2013
Shareholder information
General enquiries may be addressed to the Company Secretary, Richard Portman, at the Company’s registered office.
Other useful information is as follows:
General information
The Company is a public limited company which is listed on the London Stock Exchange and is incorporated and domiciled
in the United Kingdom.
Company Registrars
Enquiries concerning shareholdings, change of address or other particulars, should be directed in the first instance to the
Company’s Registrars, Equiniti. They also provide a range of online shareholder information services at www.shareview.co.uk where
shareholders can check their holdings and find practical help on transferring shares and updating personal details. Alternatively
they can be contacted by telephone on 0871 384 2674* if calling from within the UK, or +44 (0) 121 415 7047 if calling from
outside the UK, or by fax on 0871 384 2100* if faxing from within the UK, or +44 (0) 190 383 3113 if faxing from outside the UK.
*At the time of publication, calls to these numbers cost eight pence per minute plus network extras. Lines are open from
8.30am to 5.30pm Monday to Friday.
Shareholder communications
Shareholder documents are only sent in paper format to shareholders who have elected to receive documents in this way.
This approach enables the Company to reduce printing and distribution costs and its impact on the environment. Shareholders
who have not elected to receive paper copies are sent a notification whenever shareholder documents are published to advise
them how to access the documents via the Group website at www.dignityfuneralsplc.co.uk. Shareholders may also choose
to receive this notification via e-mail with a link to the relevant page on the website.
Shareholders who wish to receive e-mail notification should register online at www.shareview.co.uk click on ‘Register’ under the
‘Portfolio’ section. You will require your Shareholder Reference Number, which is given on your share certificate or dividend tax
voucher. Choosing e-mail notification will result in you joining the Equiniti Shareview Service in accordance with its terms and
conditions.
Share price information
The latest Dignity plc share price can be obtained via the Company’s investor website www.dignityfuneralsplc.co.uk.
Unsolicited mail
The Company is obliged by law to make its share register available upon request to the public and to other organisations which may
use it as a mailing list resulting in shareholders receiving unsolicited mail. Shareholders wishing to limit the receipt of such mail
should register to do so with the Mailing Preference Service at www.mpsonline.org.uk.
Annual General Meeting
The Company’s Annual General Meeting will be held on 5 June 2014, at 11.00am at DLA Piper UK LLP, Victoria Square House,
Victoria Square, Birmingham, West Midlands, B2 4DL.
Overview
Strategic Report
Governance
Financial Statements Other Information
Dignity plc
Dignity plc
29
Annual Report & Accounts 2013 127
Annual Report & Accounts 2013
Contact details and advisers
Registered Office:
Dignity plc
4 King Edwards Court
King Edwards Square
Sutton Coldfield
West Midlands B73 6AP
Tel: +44 (0) 121 354 1557
Fax: +44 (0) 121 321 5644
E-mail: enquiries@dignityuk.co.uk
www.dignityfuneralsplc.co.uk
Company Secretary:
Richard Portman FCA
Registered Number:
4569346
Registrars:
Equiniti
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
Tel: +44 (0) 871 384 2674
Fax: +44 (0) 871 384 2100
www.shareview.co.uk
Auditors:
PricewaterhouseCoopers LLP
Cornwall Court
19 Cornwall Street
Birmingham B3 2DT
Joint Brokers:
Panmure Gordon & Co
One New Change
London EC4M 9AF
Investec
A division of Investec Bank plc
2 Gresham Street
London EC2V 7QP
Principal Bankers:
Royal Bank of Scotland plc
West Midlands Corporate Office
2 St Philips Place
Birmingham B3 2RB
Legal Adviser:
DLA Piper UK LLP
Victoria Square House
Victoria Square
Birmingham B2 4DL
128
Dignity plc
Annual Report & Accounts 2013
Financial calendar
5 March 2014
5 June 2014
27 June 2014
Preliminary announcement of 2013 results
Annual General Meeting
2014 financial half year end
27 June 2014 (subject to shareholder approval)
Payment of 2013 final dividend
30 July 2014 (provisional)
Announcement of interim results
31 October 2014 (provisional)
Payment of 2014 interim dividend
26 December 2014
Financial period end
ifc
Dignity plc
Annual Report & Accounts 2013
About Dignity
At 27 December 2013 Dignity owned 690 funeral locations and operated 39 crematoria
in the United Kingdom. We continue to have a strong market presence in pre-arranged
funeral plans, where people plan and pay for their funeral in advance.
We are a FTSE 250 company listed on the London Stock Exchange, with over
2,700 employees serving families and local communities across the United Kingdom
for generations.
We are here to help people at one of the most difficult times in their lives. We do this
with compassion, respect, openness and care. Our aim is to be the company everyone
knows they can trust in their time of need.
Contents
Overview
01
Key financial highlights
02 Dignity at a glance
– A proud history
– Our business today
03 Our core business objectives
– Building a sustainable business
Strategic Report
04
05
From the Chairman
Chief Executive’s overview
06 Market overview
– The industry we operate in
08 Our strategy and business model
10 Delivering on our strategy
18 Our key performance indicators
19
The Dignity client survey
20 Our summary performance in 2013
22 Operating review
Financial review
Principal risks and uncertainties
Corporate and social responsibility
28
32
34
42
44
50
54
71
74
74
75
76
77
Governance
Chairman’s introduction to governance
43 Our governance structure
Board of Directors
46 Directors’ statement on corporate governance
Audit Committee report
53 Nomination Committee report
Report on Directors’ remuneration
68 Directors’ report
Financial Statements
Group Accounts
Independent auditors’ report to the members
of Dignity plc
Consolidated income statement
Consolidated statement of comprehensive income
Consolidated balance sheet
Consolidated statement of changes in equity
Consolidated statement of cash flows
78 Notes to the financial statements
113 Independent auditors’ report to the members
Company Accounts
of Dignity plc
114 Dignity plc Company balance sheet
115 Notes to the Dignity plc financial statements
119 Financial record
Other Information
121 Notice of Meeting
126 Shareholder information
127 Contact details and advisers
128 Financial calendar
In this year’s report
Strategic Report
The Annual Report is presented differently this year, following
the latest compliance requirements. As the Group’s strategy
has not changed significantly year on year, a lot of the
information provided is similar to previous years, albeit shown
in a slightly different sequence with some elements expanded.
The Group’s key performance indicators are unchanged.
See Strategic report: p.04 to p.41
Governance
The Group early adopted changes to the Remuneration Report
last year in line with the draft guidance. The changes in this
year’s report reflect the finalisation of that guidance.
Other governance matters are reflective of the new guidance.
See Governance: p.42 to p.70
Financial Statements
The Group’s financial statements are presented consistently
to last year. A significant acquisition, debt issue and Return
of Cash to shareholders necessitates some additional
disclosures.
See Financial statements: p.71 to p.120
Other Information
This section provides other useful information to shareholders
that is not covered elsewhere in the report. The Group’s Notice
of Meeting is incorporated into the Annual Report within
this section.
See Other information: p.121 to p.128
Front cover:
Ann Kitto, Funeral Manager at B Bernard & Sons in Scarborough.
Acknowledgements
Dignity would like to thank all those who participated in
producing this Annual Report, particularly the members
of staff for their contributions.
Designed & produced by Bexon Woodhouse
Main photography by Bexon Woodhouse
www.bexonwoodhouse.com
Printed in the UK by CPI Colour, a certified CarbonNeutral® printing
company, using vegetable based inks and water based sealants.
The printer and paper manufacturing mill are both certified with
ISO 14001 Environmental Management systems standards and
both are Forest Stewardship Council® (FSC®) certified.
Dignity plc Annual Report & Accounts 2013
Dignity plc
4 King Edwards Court
King Edwards Square
Sutton Coldfield
West Midlands B73 6AP
For more information on Dignity,
please visit our investor relations website:
www.dignityfuneralsplc.co.uk
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Delivering on our strategy
for sustainable growth