Drax Group plc
Annual report and accounts 2014
Power in
perspective
Contents
Strategic report
Overview
01
Introduction
Marketplace, performance and risk
22 Marketplace
02 Chairman’s introduction
26 Operational and financial performance
04 At a glance
06 Our business model
08 Achieving our vision
16 Chief Executive’s statement
20 Principal performance indicators
46 Principal risks and uncertainties
Sustainable business review
50 Committed to sustainability
Total revenue
EBITDA
£2,805m £229m
(2013: £2,062 million)
(2013: £230 million)
Underlying basic earnings per share
24p
(2013: 35p)
Carbon dioxide emissions
583t/GWh
(2013: 725t/GWh)
Gross profit
£450m
(2013: £445 million)
Net (debt)/cash
£(99)m
(2013: £71 million)
Total recordable injury rate
0.33
(2013: 0.29)
Read more: Operational and financial
performance 26–45
Read more: Principal performance
indicators 20–21
Governance – Directors’ report
Financials
58 The Board of directors
59 Directors’ biographies
62 The Executive Committee
63 The Executive Committee
members’ biographies
64 Corporate governance
72 Directors’ responsibilities statement
73 Audit Committee report
77 Nominations Committee report
79 Remuneration Committee report
97
Independent auditor’s report
100 Consolidated income statement
101 Consolidated statement
of comprehensive income
102 Consolidated balance sheet
103 Consolidated statement of
changes in equity
104 Consolidated cash flow statement
105 Notes to the consolidated
financial statements
141 Company balance sheet
142 Notes to the Company
balance sheet
146 Shareholder information
151 Glossary
01
Drax Group plc
Annual report and accounts 2014
Introduction
Our world relies on energy.
Looking ahead, the right
balance is needed to provide
an energy mix which delivers
affordable, sustainable and
reliable supplies of energy
for future generations.
We are an essential part of that
energy mix. Our role is to provide
cost-effective, low carbon and
reliable renewable power
contributing to the UK’s climate
change targets as well as
security of supply.
We are part of the future.
We are powering tomorrow.
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02
Drax Group plc
Annual report and accounts 2014
Chairman’s introduction
In perspective
The last year serves as a stark reminder of factors
in the external environment which cause uncertainty
for our business. During the year, regulatory uncertainty
and much weaker commodity markets have proved
challenging. It is, however, our job to navigate through
such uncertainties and to that end I am able to report
good operational performance and solid progress with
our biomass transformation during 2014.
Back in 2012, we declared our intention
to convert three of our six generating
units to burn sustainable biomass
in place of coal by the end of 2016.
The transformation work is now well
advanced with two units converted and
the third scheduled to be converted in
the time frame indicated above.
Our transformation extends beyond the
conversion works at Drax Power Station,
both upstream and downstream.
The benefit of a presence in the
upstream supply market is significant,
in the southern US our two wood pellet
plants are in commissioning and our port
facility is “pellet-ready”.
Downstream the continued attraction of
renewable power amongst businesses
keen to meet their own sustainability
commitments has seen our retail sales
increase. Our commitment to becoming
a leading provider of sustainable power is
as strong as it has always been.
We offer a source of power which is
sustainable, secure and reliable, cost-
effective and low carbon. We continue
to see future value for our business and
our shareholders in our biomass strategy,
and we are on track to deliver that.
We also take very seriously our
responsibility to the communities where
our operations are based. This is well
illustrated by our visitor programme at
Drax Power Station where we hosted
more than 12,500 visitors in 2014.
Earnings and dividend
Our people
Our earnings (EBITDA(1)) for 2014
at £229 million were broadly level
with those in 2013 (£230 million).
In accordance with our dividend policy,
the Board proposes a final dividend in
respect of 2014 of 7.2 pence per share,
equivalent to £29 million. This would give
total dividends for the year of £48 million
(2013: £71 million).
As always my final say is about the
people at Drax. I have enjoyed getting
to know many during the last nine years
and I have valued the time I have spent
with them. What is common throughout
the Group is the unfaltering support and
commitment of everyone. My sincere
thanks and very best wishes go to all
staff across the Group.
Charles Berry
Chairman
23 February 2015
Board changes
As announced in September 2014,
I shall be retiring from the Board at the
Company’s Annual General Meeting
this coming April. I have served on the
Board for some nine years and I have
been privileged to be its Chairman
for the last seven. During that time
Drax has seen tremendous change,
from a business with purely electricity
generation interests to a growing Group
with interests along the electricity and
biomass supply chain.
It has been an exciting journey for
everyone involved and I have every
confidence that the Group has a
successful future ahead of it. I am
delighted in the choice of my successor,
Phil Cox CBE. Phil has significant
experience of the power sector and
is no stranger to the boardroom.
We have an effective Board with good
and complementary skills, knowledge
and experience across all directors, both
executive and non-executive, and Phil is
well placed to lead them. I wish him and
the Group every success.
(1) EBITDA is defined as profit before interest, tax, depreciation, amortisation, unrealised gains and losses on derivative contracts and
the one-off settlement of CESP in 2014.
03
Drax Group plc
Annual report and accounts 2014
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“ Faced with challenges in the
external environment, it is our job
to navigate through uncertainties
and control the controllable.”
Charles Berry
Chairman
Explore more detail elsewhere in this report…
Read more: Operational and financial performance
26–45
Read more: Governance
58–96
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04
Drax Group plc
Annual report and accounts 2014
At a glance
How we manage our business
Drax Group has three principal activities: sourcing fuel
(including sustainable biomass); electricity production;
and electricity sales to the wholesale market and
business customers.
Source
Fuel
We use a range of fuels, including
coal, sustainable biomass and others,
for example, petcoke and pond
fines, which can be economically
advantageous. When our biomass
transformation completes we will
burn predominantly sustainable
biomass. In the US we are investing in
wood pellet plants and a port facility
to deliver a secure and reliable wood
pellet supply to meet some of our
biomass needs.
4.1
Million tonnes
of biomass burnt
0.3
Million tonnes
of economically
advantageous
fuel burnt
7.2
Million tonnes
of coal burnt
Read more: Operational and financial
performance 26–45
Total capacity across
two US pellet plants
in commissioning.
900kt
£2.8bn
Group revenue in 2014.
Generate
Generation
Drax Power Station is the largest power
station in the UK, almost twice the size
of the next largest power station.
3,960
MW connected
capacity at Drax
Power Station
Environment
We work hard to reduce our impact on the
environment with a policy of regarding
compliance with legislation as a minimum
level of achievement. As we progress our
biomass conversion project our carbon
footprint will reduce dramatically.
6.7
Million tonnes of
CO2 saved through
burning sustainable
biomass in place
of coal
Read more: Sustainable business review
50–57
05
Drax Group plc
Annual report and accounts 2014
Supply
Trading
Through keeping a constant eye on
the commodity markets within which
we operate we are able to optimise
the commercial despatch of our
power. The growth of sales through
our retail business, Haven Power,
is becoming increasingly important
to our trading strategy.
Retail
Haven Power is focused on providing
businesses with power contracts
that are simple, flexible and designed
to meet their specific requirements.
Importantly, these contracts are
backed by an excellent standard
of customer service.
26.7
TWh net sales of
power generated
11.8
TWh net
power supplied
46
% retail sales
growth by volume
Read more: Operational and financial
performance 26–45
On-site storage
capacity for sustainable
biomass at Drax
Power Station.
Group EBITDA for 2014.
£229m
300kt
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06
Drax Group plc
Annual report and accounts 2014
Our business model
Maximising our value
Our objective is to maximise the value of the
Drax business. There are several steps in the Drax
value chain, with each one providing incremental
value to the business.
Read more: A look at the detail
28–29
Our value chain…
Source
How we maximise value…
Fuel
, Currently we burn sustainable biomass in two converted
units, which earn ROCs and LECs.
, In our coal units we have the ability to burn other
fuels, such as petcoke and pond fines, which can be
economically advantageous.
, By diversifying our fuel sources not only are we less reliant
on a single fuel type, but we are also able to capture
value from commodity market cycles, and in the case
of biomass avoid the cost of carbon.
, Our investments in the US will help secure the timely
delivery of reliable wood pellet supplies to Drax
Power Station, and consolidate third party and own
supplies to secure more efficient and cost-effective
delivery logistics.
Read more: Operational and financial performance
26–45
07
Drax Group plc
Annual report and accounts 2014
Generate
How we maximise value…
Generation
, Through our turbine upgrade project we secured our
position as the most efficient coal-fired power station in
the UK, and together with our increasing use of biomass
we are delivering coal and CO2 savings.
, With leading operational performances across all aspects
of the generation business, from safety to maintenance,
we are able to deliver high reliability.
, In addition, the flexibility of our despatch allows us to
respond quickly to changes in demand.
Environment
, Through burning increasing volumes of sustainable
biomass and our efficiency improvements we are able
to significantly reduce emissions of CO2, the amount
of coal we burn and save on carbon costs.
, We generate additional revenue through sales of
our by-products, which also reduces disposal costs.
By reducing emissions of SO2, we produce gypsum
which, like ash, is sold to the construction industry.
, We are investing to continue to meet increasingly
stringent emission control requirements.
Read more: Sustainable business review
50–57
Supply
How we maximise value…
Trading
, We are always looking to increase the trading options
available to us, such as through our retail business.
, We benefit from having a physical asset to trade around
and a seamless interface with the operations side of
the business.
Retail
, We have already achieved significant growth
in a competitive marketplace and have become an
established supplier to businesses across the UK.
, We have plans to grow further and deliver our supply
contracts to more business customers.
, Our retail business increases the trading options available
providing an important and credit-efficient direct route to
market for our power, as well as a route to market for our
ROCs and LECs.
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Read more: Operational and financial performance
26–45
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08
Drax Group plc
Annual report and accounts 2014
Achieving our vision
Power in perspective
Our business is influenced by a number of factors.
Through focusing on our five key priorities we aim
to achieve our vision and maximise our value.
Our vision for Drax is...
To be a bold, customer oriented power generation
and retail business, driven by biomass innovation.
Enabled by our strategy...
We have three key strategic initiatives to enable us to achieve
our vision, namely:
, Developing our biomass fuel supply business in the US.
, Our project to convert Drax Power Station into
a predominantly biomass-fuelled generating asset.
, Our programme for the expansion of our retail business,
Haven Power.
This is delivered through
five key priorities...
Deliver our
biomass strategy
Drive Group
operational excellence
Grow our
retail business
Maximise the value
of the Group
Deliver excellent
people leadership
across our business
09
Drax Group plc
Annual report and accounts 2014
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Deliver our
biomass strategy
In 2012, we announced our plan to
transform Drax Power Station into a
predominantly renewable generator
through converting three of its six
generating units to burn sustainable
biomass in place of coal.
Today, two generating units have been
converted and the third is on track to be
converted by mid-2016. On completion,
around 12 million tonnes of carbon
dioxide emissions will be saved each year,
making the transformation the largest
decarbonisation project in Europe.
Read more: Chief Executive’s statement
16–19
12Mt
On track to deliver carbon dioxide savings of 12Mt
a year on completion of our biomass transformation
This image features a typical sample of the
wood pellets we receive at Drax Power Station.
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0.33Total recordable injury rate in 2014
26.7TWh
11.8TWh
Net power sales in 2014
Retail sales in 2014
10
Drax Group plc
Annual report and accounts 2014
Achieving our vision (continued)
Drive Group
operational
excellence
Our operational interests span the supply
chain from sourcing and processing
sustainable biomass, through generating
reliable supplies of power, to supplying
power to business customers.
We are committed to maintaining
operational excellence, with
leading performances.
Read more: Plant operational performance
35
This image features a process control
module at Drax Power Station.
11
Drax Group plc
Annual report and accounts 2014
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12
Drax Group plc
Annual report and accounts 2014
Achieving our vision (continued)
13
Drax Group plc
Annual report and accounts 2014
Grow our
retail business
Haven Power continues to deliver
significant growth in a highly competitive
market with our renewable power offer
becoming increasingly attractive amongst
UK businesses.
An excellent standard of customer
service is central to our proposition for our
retail operation.
Read more: Retail financial performance
36
46%
Growth in retail sales volume in 2014
(compared to 2013)
This image features part of the runway
lighting at London Stansted Airport, one of
Haven Power’s significant contract wins.
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14
Drax Group plc
Annual report and accounts 2014
Achieving our vision (continued)
Maximise the
value of the Group
A wider focus on all areas across the Group will
help drive our ultimate value. By maximising
the value of the Group we are positioning
ourselves for future development.
Read more: Operational and financial performance
26–45
£229m
Group EBITDA for 2014
This image represents the importance we
attach to all areas across the Group that
underpin value.
15
Drax Group plc
Annual report and accounts 2014
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Deliver excellent
people leadership
across our business
We are committed to developing leadership
at all levels within the organisation.
Our aim is to help our people be better leaders
in the job they do, whichever stage of their
career they are at.
Read more: Sustainable business review
50–57
2015Pilot year for our UK-wide leadership
development programme
This image represents vision and direction;
qualities we link with excellent leadership.
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16
Drax Group plc
Annual report and accounts 2014
Chief Executive’s statement
A challenging year,
but good progress
made on our biomass
transformation
Dorothy Thompson CBE
Chief Executive
“ Our main priority in 2014
was the delivery of our biomass
transformation project.”
17
Drax Group plc
Annual report and accounts 2014
Review of the year
Our main priority in 2014 was the delivery
of our biomass transformation project.
For the business and our shareholders,
2014 proved to be a very difficult year
as various regulatory risks materialised
and we faced a major deterioration
in commodity market conditions.
Despite these challenges I am able
to report very good progress in our
transformation into a predominantly
renewable electricity provider. We are on
track to deliver according to the plan we
initially laid out in 2012.
Our vision for Drax is to be a bold,
customer oriented power generation
and retail business, driven by biomass
innovation. In moving towards achieving
our vision, we made good progress
during 2014 on our biomass supply
chain construction projects in the
US, our biomass conversion project at
Drax Power Station, and our growth in
electricity sales to businesses.
Earnings
Our earnings for 2014 reflect our
progress in delivering reliable biomass-
fired generation as the earning potential
of our coal-fired generation fell following
the near doubling of the UK carbon tax.
At £229 million, EBITDA is roughly level
with last year (2013: £230 million).
Securing sustainable
biomass supplies
Sustainability is critical to our biomass
strategy. All our biomass, whether in
raw fibre or pellet form, is procured
against our own robust sustainability
criteria. These include requirements
for high greenhouse gas emission
reduction, habitats and biodiversity
protection, as well as due consideration
to the important socio-economic factors
in the source areas. A programme
of independent audits verifies that
all our suppliers comply with our
sustainability criteria.
The dynamics of the forest industry
are sometimes misunderstood.
Demand for wood helps keep land in
forest and incentivises investments
in new and more productive forests,
all of which have significant carbon
benefits. Our calculations show that
the range of sustainable biomass
materials we have burnt over the
last few years has a low carbon
footprint. In 2014, the average
greenhouse gas emissions from
burning biomass were 34gCO2/MJ;
significantly below 79gCO2/MJ which
is the maximum to be permitted under
the UK government’s framework for
sustainability requirements for biomass
that are expected to become mandatory
later this year.
Our developments in the US are
an important part of our biomass
sourcing strategy. They help us to
optimise the biomass supply chain
which is still in its infancy, particularly
in the southeast US which is the main
source of our biomass. The main drivers
for our upstream investments are
twofold: securing the timely delivery
of reliable wood pellet supplies to Drax
Power Station and consolidating third
party and own supplies to secure
more efficient and cost-effective
delivery logistics.
Our two, 450 thousand tonnes per
annum wood pellet plants – Amite
(Mississippi) and Morehouse (Louisiana)
– have now entered into commissioning.
Our port facility at Baton Rouge
(Louisiana) is now ready to receive
and despatch wood pellets to the
UK. We continue to evaluate further
upstream development opportunities
in the US.
Aside from our investments to
secure a self-supply of sustainable
biomass, we have made good progress
towards securing near-term volumes
of wood pellets from suppliers in
the market with more than six million
tonnes contracted for April 2015
to March 2016. We continue our
negotiations for additional longer
term volumes to support our third
unit conversion.
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18
Drax Group plc
Annual report and accounts 2014
Chief Executive’s statement (continued)
Biomass conversion
Retail performance
In 2012, we embarked on our plan to
convert three of our six generating units
to burn sustainable biomass in place
of coal, with a target to secure fuel for
all three converted units by the end of
2016. We are on schedule to meet that
target. Our second generating unit was
converted to burn biomass in October
2014, after running as an enhanced
co-firing unit, that is, burning at least
85% biomass, for five months. We plan
to convert a third unit to biomass in the
12-month window from 1 July 2015.
Coal-fired generation
performance
As in previous years, we delivered strong
generation output from our coal-fired
units. We were able to continue to deliver
additional value to the business through
providing flexible generation output
and balancing services to the System
Operator, National Grid, in support of
system stability and security.
Health and safety
In the UK, our safety performance
remains industry-leading. During 2014,
we undertook a significant amount
of project work and a single planned
outage on one of our generating units.
All work was completed without a worse
than first aid injury.
In 2013, the safety performance in the
US at our construction sites was weaker
than safety performance of our UK
operations. During last year we worked
hard to drive improvements at these
US sites to meet our UK standards.
Together with our contractors we made
good progress during the year. However,
our achievements were marred by the
tragic death of a sub-contractor towards
the end of the year. Excellent safety
management has always been at the
centre of our management ethos.
The incident serves as a poignant
reminder of the importance of
strong safety systems and controls
in the construction and operation of
large plant.
Selling our output through our retail
business, Haven Power Limited (“Haven
Power”) continues to provide us with a
credit-efficient route to market for our
power sales compared to the wholesale
electricity market. It also provides a good
route to market for the Renewables
Obligation Certificates and Levy
Exemption Certificates earned when we
generate renewable power.
During 2014, Haven Power delivered
another year of substantial growth in
a highly competitive market with retail
sales 46% higher, in volume, than in 2013.
An excellent standard of customer
service is central to our proposition for
our retail operations. We are a consistent
high performer in the Datamonitor
Energy Buyers Survey and have a good
renewals record.
We have been working to minimise
the risk that we face from the
implementation of a price freeze, as
announced by the Labour Party at its
2013 Party conference, should the Party
come to power following May’s General
Election. Apart from a small number of
customers that take supply on default
terms, all of Haven’s customers are
supplied under fixed term contracts.
We do not believe that this form of
contract is the primary target of the
proposed freeze.
Regulatory framework
The regulatory framework is a key
influencing factor on our business.
At the start of 2014 we had expected
to be awarded two early contracts for
difference or investment contracts
(in line with the new, forthcoming
contracts for difference regime)
to support our second and third
unit conversions.
In April, the government concluded that
the second unit was no longer eligible
for such a contract. We mounted a
legal challenge and the High Court
found in our favour. However, the
government appealed that judgment
and won. We subsequently converted
our second unit under the Renewables
Obligation (“RO”).
The investment contract for our third
unit conversion has been executed,
but is subject to EU State Aid clearance
which is still under review.
In June, Ofgem referred the electricity
wholesale and retail markets to the
Competition and Markets Authority
(“CMA”); the main focus being on
supply competition in the residential
market. The CMA initiated a market
investigation to determine whether
any feature, or combination of features,
of these markets prevents, restricts or
distorts competition in the sector. If it
concludes that there are issues that
need addressing, it has wide ranging
powers to impose remedies. The CMA’s
updated issues statement, published
in February 2015, reported no finding
of major competition concerns in the
generation sector. We expect the CMA
to conclude its inquiry during 2015.
We are co-operating fully with the
CMA’s investigation.
In November, we reached a settlement
agreement with Ofgem regarding
non-compliance with our obligation
under the Community Energy Saving
Programme. The settlement, worth
£28 million, will see up to £20 million
benefit vulnerable energy consumers
through a programme of work to be
developed by the charity, National
Energy Action.
In December, the Government published
a consultation on changes to the
grandfathering policy for future biomass
and co-firing conversion projects under
the RO. The changes proposed would
apply to all such projects except those
already awarded with an investment
contract, for example, our third unit
conversion as mentioned above.
The outcome of that consultation will
have no impact on Drax’s base strategy
of converting three generating units to
burn sustainable biomass in place of coal
and becoming a predominantly biomass-
fuelled power generator. However, if the
consultation proposals are upheld, it will
reduce our options for the conversion of
a fourth unit.
Also in December, the first capacity
market auction was held. The market is
designed to ensure security of electricity
supply by providing a payment for
reliable sources of capacity. Two of
Drax Power Station’s coal units were
successful in the auction, with the
capacity required for delivery in 2018/19.
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Drax Group plc
Annual report and accounts 2014
Looking ahead
We are on track to complete our
transformation into a predominantly
biomass-fuelled power provider in 2016.
The case for a three unit conversion
is robust and we are committed to full
execution of this project.
We remain convinced that sustainable
biomass has an important and strategic
role to play in the future energy mix of
the UK. Not only does biomass bring the
benefit of significant carbon savings
over fossil fuels, but it does so without
jeopardising the security of supply
characteristics traditionally associated
with fossil fuel technology.
The financial benefit of biomass
generation from converted coal units is
very significant. Independent economic
analysis by Frontier Economics
estimates that, if our biomass
transformation project converting
three of the six generating units at Drax
Power Station to burn biomass in place
of coal was replaced by offshore wind in
2020, the cost to the economy would be
£3.4 billion more.
We trust that, over time, the significant
benefits of biomass conversion as an
attractive renewable will underpin
support for further generating unit
conversions at Drax.
We remain alert to future strategic
opportunities and will continue to review
options that build on the wider strengths
and competences of the Group with
the potential to generate value for
our shareholders.
As ever, it is a complex picture for our
stakeholders to evaluate, but I am
confident that our transformation
will deliver an attractive future for the
business and our shareholders, whilst
delivering a significant amount of
cost-effective renewable power to UK
consumers and making a meaningful
contribution to the UK’s 2020 climate
change targets.
Dorothy Thompson CBE
Chief Executive
23 February 2015
2020
Making a meaningful contribution to
the UK’s 2020 climate change targets.
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Drax Group plc
Annual report and accounts 2014
Principal performance indicators
Monitoring our performance
Our principal performance indicators provide a snapshot
of the progress we are making against our key priorities
and in delivering our strategic initiatives.
Maximise the value of the Group
EBITDA
2012
2013
2014
£m
298
230
229
Net (debt)/cash
2012
2013
2014
71
(99)
£m
311
Earnings before interest, tax, depreciation,
amortisation, unrealised gains and losses
on derivative contracts and the one-off
settlement of CESP in 2014
Why we measure
EBITDA is our key financial
performance metric.
Comment
Our EBITDA performance has been adversely
impacted in recent years by the increasing
cost of carbon allowances and the UK
Carbon Price Support (“CPS”) mechanism.
In 2014, good operational performance and
the increasing influence of biomass in our
fuel mix meant, despite the cost of carbon,
our EBITDA was broadly in line with that
achieved in 2013.
Includes cash and short-term investments,
less borrowings net of deferred finance costs
Why we measure
Monitoring net (debt)/cash ensures an
efficient capital structure is maintained to
support our business, alongside sufficient
liquidity to manage our future obligations.
Comment
Through our biomass transformation we
continue to invest significant amounts
of capital expenditure, funded by a
combination of term loans, secured in
2014 and previous years, and share placing
proceeds. Associated increases in ROC and
biomass assets held on the balance sheet
have combined to eliminate net cash and
give rise to net debt.
Average cost of fuel
excluding carbon
£/MWh
Average cost of carbon
£/tonne
2012
2013
2014
30.6
27.9
31.4
2012
2013
2014
6.3
6.1
4.6
Fuel costs in respect of generation,
excluding carbon allowances, divided
by the volume of net generation sales
Why we measure
The average cost of fuel (excluding carbon
and including the value of renewable
support) tracks the fuel cost component of
the dark green and bark spreads achieved,
and reflects the value captured from
effective fuel procurement and diversified
fuel sources.
Comment
Falling coal costs over the last three years
have been offset by the introduction of
CPS in 2013 and increase in the CPS rate
from April 2014. Additionally, the increasing
influence of biomass in our fuel mix has
increased average fuel costs.
Carbon costs divided by volume
of allowances purchased
Why we measure
The average cost of carbon (excluding CPS)
tracks the carbon cost component of the
dark green spread achieved.
Comment
Market prices for carbon fell dramatically
in the second half of 2011 and remained low
until this year, when they have been steadily
rising reflecting increased expectation
of political intervention to resolve the
oversupply in the market. Our average cost
is influenced by the timing of securing
purchases and much of our 2014 carbon
requirement was contracted in 2013 when
prices were low. As a result, our average
cost of carbon reduced compared to the
previous year.
Average achieved price
of electricity
£/MWh
2012
2013
2014
51.3
51.0
51.3
Revenues from the sale of power in our
generation business, divided by the volume
of net generation sales (includes balancing
revenues/charges)
Why we measure
The average achieved price of electricity
tracks the power price component of the
dark green and bark spreads achieved.
Comment
Our average achieved price of electricity
reflects the contracted position at the start
of the year, as well as power prices during
the period. Power prices remained relatively
stable during 2013 but have fallen steadily
in 2014. The timing of our hedges has
provided some protection against market
price weaknesses.
Grow our
retail business
Retail customer volume
TWh
2012
2013
2014
5.1
8.1
11.8
Net power sales distributed through our
retail business, Haven Power, measured at
customer meter
Why we measure
A measure of the rate of growth in our
retail business.
Comment
Haven continued to deliver strong growth in
competitive markets during 2014 as planned,
supported by its reputation for very good
customer service.
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Drax Group plc
Annual report and accounts 2014
Drive Group operational excellence
Deliver our
biomass strategy
Net generation sales
TWh
Biomass generation
TWh
Carbon dioxide emissions
t/GWh
2012
2013
2014
27.1
26.2
26.7
2012
2013
2014
2.9
2012
2013
2014
7.9
784
725
583
The aggregate of net merchant sales
and net Balancing Mechanism activity
Why we measure
Net sales tracks the volume of power
we can sell at positive margins.
Comment
Good operational performance in our
generation business in 2014, taking into
account a single major planned outage
and biomass modification and conversion
activity, allowed us to increase net electrical
output compared to 2013.
Net sales from biomass-fired generation
CO2 emissions rate per unit of output
Why we measure
As well as tracking performance against
our biomass transformation strategy,
biomass generation levels provides an
indicator of operating performance
from our biomass units.
Comment
Following conversion of our first biomass
unit in April 2013, we have expanded our
biomass generation capacity in 2014 with
the modification of a further unit to run as
an enhanced co-firing unit from May 2014
and subsequent conversion in October.
Why we measure
This measure of carbon emissions
illustrates our progress in reducing the
carbon footprint of Drax Power Station.
Comment
With our progression towards converting
three of our generating units to biomass,
we are realising significant savings in
carbon dioxide emissions. We now have
two converted biomass units (2013: one
biomass unit) resulting in a decreasing
trend in emissions over the last two years.
This metric should continue to fall as we
conclude our transformation plans.
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Lost time injury rate
Total recordable injury rate
Biomass burnt
million tonnes
2012
2013
2014
0.06
0.06
0.09
2012
2013
2014
0.17
0.29
0.33
2012
0.7
2013
2014
1.6
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4.1
The frequency rate is calculated on the
following basis: lost time injuries/hours
worked x 100,000
The frequency rate is calculated on the
following basis: (lost time injuries + worse
than first aid injuries)/hours worked x
100,000
Why we measure
These injury rate metrics track our health and safety performance and enable us to maintain
a strong health and safety culture.
Comment
2014 was a year of significant project activity across the Group, with a single major outage and
conversion activity in the UK and continued construction work in the US. Against this backdrop
of activity our safety performance continues to be strong, although we are continuing to work
hard to improve safety records in the US, which remain behind our UK standards and have
contributed to higher total recordable injury rates in 2013 and 2014.
Read more Operational and financial performance
26–45
Tonnes of sustainable biomass fuel burnt
during the year
Why we measure
Measuring the levels of sustainable
biomass burnt tracks our progress in
producing power from renewable and
sustainable sources.
Comment
Following the conversion of our first unit
to run fully on biomass from April 2013,
we have seen a significant increase in our
biomass volumes burnt. We will continue
to increase these volumes as we progress
our biomass transformation.
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Drax Group plc
Annual report and accounts 2014
Marketplace
We play an essential part
in the electricity market
Each of our businesses is positioned in the key parts
of the electricity supply chain. Complex practices and
arrangements characterise the marketplace in which
we operate.
The structure of the
electricity market
The electricity market in Great Britain
is characterised by six large vertically
integrated companies, with interests
in both the generation and supply of
electricity, and a number of smaller
independent companies, some of
which are purely generation or supply
companies and others which have
an interest in both sectors. Drax is
an independent company, with both
generation and supply interests.
The electricity mix
Today, the electricity mix benefits from
a diversity of fuel sources, including gas,
coal, nuclear and renewables. The shares
of 2013 (the latest figures available(1))
generation by fuel type, on an output
basis, are given below.
36%
Coal
27 %
Gas
20%
Nuclear
14.9%
Renewables
2.4%
Other
(1) Digest of UK Energy Statistics, 2014.
Source
At Drax Power Station, electricity
is generated from both sustainable
biomass and coal.
Sourcing biomass
We only burn sustainable biomass
to produce renewable power.
Predominantly the biomass we
source comes from woody (forest)
material, the remainder comes from
agricultural residues, such as straw,
and purpose grown energy crops, such
as miscanthus.
Forest product industry
The global forest industry is already a
large, well-established marketplace,
serving the building, furniture and paper
industries with high and low grade
wood fibre. In producing electricity from
biomass, we are able to use the low
grade wood fibre, such as, thinnings,
branches and tops, as well as sawmill
residues. The table opposite gives a
breakdown of the woody biomass
sourced and burnt by Drax in 2014
by type and country.
Sometimes such fibre and residues
have no other alternative use.
Providing a market for them increases
the production efficiency and the
economics of the forest, incentivising
forest and land owners to keep their
land forested.
Sustainable forest management
Sustainable forest management
practices are fundamental to
maintaining healthy and productive
working forests with stable
and increasing carbon stocks.
When the fibre harvested from forests
is completely offset by new growth
the losses of carbon are also offset.
Therefore, when comparing forest
growth to harvest in any one year, if
the growth exceeds the harvest there
is surplus of fibre which equates to an
increased carbon stock. Fibre taken
from forests with a surplus means that
there is no addition to the carbon levels
in the atmosphere. In 2013, across
the southeast US states, where Drax
sources much of its fibre, there was a
significant surplus.
Ensuring sustainable sourcing
It is a prerequisite that all our biomass
comes from sustainable sources.
To ensure this we have implemented
a sustainability policy which embeds
comprehensive criteria into our
procurement activities. Through a
programme of information exchange,
documentary evidence, due diligence
activities and independent third party
verification we are confident that all
the biomass we procure comes from
sustainable sources. Read more about
biomass sustainability and procurement
in the Sustainable business review on
page 56.
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Drax Group plc
Annual report and accounts 2014
We calculate the life cycle carbon
footprint of all the biomass we burn,
from forest or field to furnace. In that
way we take account of the carbon
emissions along the biomass supply
chain, including those associated
with harvesting, processing and
transportation. In 2014, the average
greenhouse gas saving over the full life
cycle resulting from burning sustainable
biomass in place of coal was 86%.
Sourcing coal
We buy coal from a range of sources.
In 2014, 38% of the coal we burnt came
from UK deep and surface mines with
the remainder coming from major supply
basins around the world, including the
US, Colombia and Russia.
Our focus is on responsible procurement,
and our continued membership
of Bettercoal, an organisation that
promotes continuous improvement in
corporate responsibility in the supply
chain, supports that focus. See more
on our coal procurement practices
in the Sustainable business review
on page 50.
Where we source coal from
USA
Colombia
UK
Russia
Woody biomass
by type and country, 2014
US
Canada
Other
Total
Forest-
derived(1)
Sawmill-
derived(2)
Total
1.9Mt
0.4Mt
2.3Mt
0.1Mt
0.8Mt
0.9Mt
0.4Mt
0.3Mt
0.7Mt
2.4Mt
1.5Mt
3.9Mt
Notes:
(1) Forest-derived = thinnings, branches, tops and other low
grade wood.
(2) Sawmill-derived = sawdust and chips.
Woody biomass
by country, 2014
Other
18%
Canada
23%
Forest products
Harvesting
residues
Pellets
Small dimension
e.g. Pulpwood
Pellets
Wood panel mills
Pulp/paper mills
Large dimension
e.g. Sawlog
Sawmills
US
59%
“ Rather than leading to wide-scale loss
of forest lands, growing markets for
tree products can provide incentives
for maintaining or increasing forest
stocks and land cover, and improving
forest health through management.”
Intergovernmental Panel
on Climate Change, 2014
“ Using materials, products and fuels
made from forest biomass instead of
more fossil fuel-intensive alternatives
is one key approach to mitigating
increases in atmospheric CO2.
Moreover, demand for forest products
helps keep land in forests and can
increase carbon stocks. Demand for
wood and products derived from
it helps preserve forests, expand
forested area and ultimately promotes
sustainable forest management.”
World Business Council for Sustainable
Development, Forest Solutions Group, 2015
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Drax Group plc
Annual report and accounts 2014
Marketplace (continued)
Generate
Drax Power Station typically meets
around 7-8% of the UK’s electricity
needs. There are two routes to market
for the power we generate – the
wholesale market (see below) and the
retail market (see Supply on page 25).
The wholesale
electricity market
Various mechanisms exist to allow
power to be traded at the wholesale
level. Trading can take place bilaterally
or on exchanges, and contracts
for electricity can be struck over
timescales ranging from several years
ahead to on-the-day trading markets.
It can also be traded for specific
periods, for example, specific half hours
or specific seasons. The wholesale
electricity market trades across three
sub-markets:
, long-term forward market allowing
contracts to be struck up to several
years ahead of delivery in response
to market participants’ requirements;
, short-term bilateral market operated
through power exchanges which
gives market participants the
opportunity to fine tune their
contractual positions; and
, Balancing Mechanism (real-time
market) through which the System
Operator accepts offers and bids
for electricity to enable it to balance
supply and demand on the system.
Wholesale prices
Power prices are driven by a number of
factors, such as underlying commodity
prices, the availability of generating
capacity on the electricity system,
and the physical positions taken by
individual market participants.
The wholesale market operates on
price and the relative prices of gas
and coal. Carbon costs for fossil
fuelled generators along with the
operating efficiencies of the various
power stations will determine which
of gas-fired generation or coal-fired
generation is the more expensive
and so operates at the margin. If gas
prices are high relative to the costs of
coal-fired generation then gas-fired
generation becomes the marginal
plant. These dynamics of price setting
can be expected to change in the
future when higher penetration of
renewable generation combined with
nuclear generation displace fossil-
fuelled generation.
As well as selling power through the
wholesale electricity market, we
are selling an increasing proportion
of our output directly to business
customers through our retail company,
Haven Power. This provides us with
a credit-efficient route to market
for power, as well as a good route to
market for Renewables Obligation
Certificates and Levy Exemption
Certificates earned by our renewable
power generation.
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Drax Group plc
Annual report and accounts 2014
Supply
The supply market
In 2012 (the latest figures available(1)),
electricity sales in Great Britain to all
consumers accounted for 291TWh.
The electricity supply market is
characterised by three sectors:
domestic, industrial and commercial
(“I&C”), and small and medium-sized
enterprises (“SMEs”). The domestic
sector accounts for 38% of the total
electricity sales in Great Britain, the I&C
sector 44% and SMEs 18%.
Through our retail company, Haven
Power, we serve businesses of all sizes.
In 2014, Haven Power sold 11.8TWh to
the I&C and SME sectors.
The business sectors of the market
have continued to be very competitive
with our established competitors
being joined by a number of new
entrants. Against this backdrop,
Haven Power has succeeded in
growing its market share by offering
innovative and tailored contracts at
competitive prices.
Notes:
(1) Digest of UK Energy Statistics, 2014.
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GB electricity supply market
by sector, 2012
I&C (very large)
27%
Domestic
38%
I&C (large)
17%
SME
18%
Sources:
Digest of UK Energy Statistics, 2014; Cornwall Energy, 2014.
Haven Power’s share
of the business market
Haven Power
Other suppliers
Sources:
Digest of UK Energy Statistics, 2014; Cornwall Energy, 2014.
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Drax Group plc
Annual report and accounts 2014
Operational and financial performance
A challenging year...
...but we are on track with our biomass conversion plans, which
create a fundamentally stronger business. Our EBITDA is in line
with last year, despite absorbing increased carbon costs.
Tony Quinlan
Finance Director
Introduction
In a year during which trading and
regulatory conditions have been
challenging, EBITDA for the year to
31 December 2014 was £229 million,
compared to £230 million in 2013.
We have continued to make
good progress with our biomass
transformation project, having
converted our first unit in May 2013.
We modified a second unit in May 2014
to operate as an enhanced co-firing
unit, burning at least 85% of its fuel
from biomass, which was subsequently
fully converted to biomass in October.
Both biomass units continue to perform
very well and are operating in line
with plans.
A third of our generation capacity
is now biomass-fired, with biomass
representing 29% of our overall fuel
mix in 2014, compared to 12% in 2013.
As a result, carbon (CO2) emissions
and the associated cost of allowances
purchased under the EU ETS have fallen
year-on-year.
The transformation is providing
significant earnings protection to the
Group, compared to being a solely coal-
fired generator.
The expected increase in ROC assets
and biomass stocks arising from
increased biomass generation has
resulted in a reduction in cash generated
from operations from £171 million in 2013
to £127 million. We have utilised available
agreements to accelerate ROC cash
flows in 2014 where possible.
Our balance sheet remains robust.
In May 2014, we agreed a new
£100 million private placement with
M&G Investments, which complements
our existing financing structure secured
in previous years and provides additional
liquidity to the Group.
With £325 million of loans drawn down,
net debt at 31 December 2014 was
£99 million (2013: net cash of £71 million).
At the forthcoming Annual General
Meeting, the Board will recommend a
final dividend for 2014 of 7.2 pence per
share, taking total dividends for the year
to £48 million.
Our coal-fired generation remains
subject to increases in the cost of
carbon incurred through the UK carbon
price support (“CPS”) mechanism, first
introduced in April 2013. CPS rates
increased by 93% with effect from April
2014, adding £56 million to our cost of
fuel in 2014. As a result, the overall cost
of carbon increased compared to the
previous year.
Our capital investment plans remain
on schedule and budget. The new
on-site biomass facilities at Drax Power
Station are now fully commissioned
and fuelling our two converted units.
In the US Gulf, we continue to expect
commercial operations to commence
at our first pellet plant and port facility in
the first quarter of 2015, with commercial
operations following at the second plant
in the second quarter. This continued
investment in our transformation is
reflected in capital expenditure of
£201 million for 2014 (2013: £286 million).
Our retail business, Haven Power
Limited (“Haven Power”), has continued
to deliver strong sales growth in highly
competitive markets, with 11.8TWh of
sales in the year ended 31 December
2014, compared to 8.1TWh in 2013.
27
Drax Group plc
Annual report and accounts 2014
Key developments in the year
EBITDA
£229m
2014
(2013: £230m )
Retail sales
11.8TWh
2014
(2013: 8.1TWh)
EBITDA for the Group is our key measure of profit
or loss. Our biomass strategy has helped us to
maintain EBITDA performance year-on-year despite
the increased cost of carbon and challenging
trading conditions.
Haven Power continued to deliver strong growth
in sales during 2014, and is well on track to achieve
continuing growth targets.
Read more: Group EBITDA
38
Read more: Retail
36
Underlying EPS
24p per share
2014
(2013: 35p per share)
Capital investment
£201m
2014
(2013: £286m)
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Implementing the asset base and financing platform
to realise our biomass strategy has resulted in
increased depreciation and financing charges, which
have contributed to the reduction in underlying
earnings per share.
The majority of capital spend in the last two years has
related to our biomass transformation project, with
further spend expected through to the completion of
this work.
Read more: Profit after tax and earnings per share
41
Read more: Capital expenditure
43
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£(99)m
2014
(2013: £71m)
Biomass generation
7.9TWh
2014
(2013: 2.9TWh)
Throughout our biomass transformation, operating
cash flows have been reinvested to support the
significant expenditure required.
Two out of six generating units are converted to
run solely on sustainable biomass, which now
accounts for more than 29% of our total fuel burnt
by energy content.
Read more: Liquidity and capital resources
42
Read more: Plant operational performance
35
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Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
A look at the detail
Our financial performance is driven by the gross margin
achieved by our generation and retail businesses.
Source
Generate
Supply
Fuel costs
Fuel costs make up the largest portion of our
cost of sales, and reflect the cost of coal and CO2
emissions allowances purchased, as well as the
cost of sustainable biomass offset by the benefit
of associated renewable support received.
Total fuel costs are influenced by market prices
at the time we secure fuel purchases but are
also subject to changes in our fuel mix as we
progress our biomass transformation.
Biomass now represents 29% of the fuel we
burn (by energy content), a significant increase
from 12% in 2013.
Increased biomass burn results in a number of
changes in the composition of our fuel costs.
Biomass is a more expensive fuel than coal,
increasing the gross cost of fuel purchased;
however it attracts renewable support in the
form of ROCs and LECs that are recognised at
the point of generation and reduce the overall
cost of fuel. A reduction in the volume of coal
burnt also reduces CO2 emissions and thus the
number of allowances we have to purchase
under the EU ETS. However, in 2014, this benefit
has been offset by increases in the rate of UK
carbon tax charged from April 2014.
Capacity, efficiency and flexibility
In 2014, our net generation sales were
26.7TWh compared to 26.2TWh in 2013.
Generation volumes are driven by plant
availability and commodity market conditions.
Net generation sales increase when availability
is high and commodity prices make it profitable
for us to generate. Availability is driven by plant
outages (both planned and forced) and the load
factor (actual generation as a proportion of the
maximum available) increases when market
conditions are favourable and plant is available.
Operational performance remained good in
2014. Availability levels were comparable with
recent performance and reflected a single
major scheduled outage, forced outages for
plant maintenance requirements and biomass
conversion activity.
Key to our ability to maximise value is
the efficiency and flexibility of our plant.
High efficiency reduces the volume of fuel
required to generate a given volume of power,
increasing margins. Flexible plant enables us
to take advantage of opportunities to provide
system balancing and ancillary support to the
electricity system operator.
Wholesale and retail sales
We sell power into the wholesale market and
through our retail business to non-domestic
customers in the Industrial and Commercial
(“I&C”) and Small and Medium Enterprise (“SME”)
markets. The revenue achieved is driven by
market prices at the time of securing the sale.
Generation sales revenue, excluding power
purchased in the market, increased from
£1,335 million in 2013 to £1,373 million in 2014,
reflecting both the increase in output described
above and an increase in the average price
achieved – the timing of our hedges providing
protection from market price weakness
described on page 30.
Retail sales grew from £751 million to
£1,090 million in 2014, underpinned by strong
volume growth although average prices fell
slightly as market prices reduced in the year.
ROC and LEC sales represent an increasing
element of our total revenue as we expand
our output from biomass generation. ROC and
LEC revenues are influenced by the number
of ROCs and LECs generated, the price that
can be achieved in the market and the timing
of the sales. Increasingly, we are able to utilise
monetisation agreements to accelerate sales
of ROCs and the associated cash flows.
Today
With two units (out of six) converted so far, biomass exerts increasing influence on our results;
however the performance of our coal operations and the dark green spreads we can achieve still
remain very important to our earnings...
29
Drax Group plc
Annual report and accounts 2014
Generation – 26.7TWh net sales in 2014 (2013: 26.2TWh)
Dark green spread
Bark spread
The difference between the power price and the cost of coal and carbon,
including CO2 allowances under the EU ETS and the UK Carbon Price
Support (“CPS”) mechanism.
The difference between the power price and the cost of biomass
net of renewable support.
Wholesale power sales
Our generation business sells power both to Haven Power, our retail business, and into the wholesale markets.
The price achieved for power sold into the wholesale market is based on market prices at the time we secure the sale of power. The timing of
our sales is driven by our hedging strategy, but can be influenced by liquidity in the market and requirements for collateral.
Market prices fell in 2014 (see page 30); however our hedging strategy provided some protection from recent market weakness. As a result,
the average achieved price for generation power sales increased slightly compared to 2013.
Whilst the market spreads available, in comparison to our short run marginal cost of producing, determine whether it is optimal to generate,
the operational performance of the power station determines whether we are able to generate and benefit from good market spreads.
Read more: Generation gross profit
32–34
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Coal and carbon
Biomass
The cost of coal and carbon allowances is driven by market prices
at the time we secure the purchases. Our aim is to match the timing
of our coal and carbon purchases to the related power sales in order
to lock in a margin (or spread).
CPS rates are set by government and are levied on coal deliveries to
the power station. The cost of CPS is therefore influenced by the rates
prevailing at the date coal was delivered.
We are able to burn a variety of fuels including petcoke, pond fines
(a coal mining residue) and a wide range of coals, all of which allow us
to maximise value where alternatives are economically advantageous.
Under the EU ETS we are obliged to submit carbon emissions
allowances equivalent to the tonnes of carbon we emit through
burning fossil fuels. The volume of allowances we are required to
purchase is dependent on the volume and quality of coal we burn
and the efficiency of the station.
The cost of biomass burnt is made up of two elements, the gross
cost of purchasing the fuel, less the value of the renewable
support receivable.
The gross cost of the fuel includes the cost of the raw material,
processing costs, logistics, handling and storage costs, and is
influenced by exchange rates where the fuel is contracted in a
foreign currency. As a renewable fuel, biomass is exempt from the
CPS regime.
The renewable support reflects the value of the ROCs and LECs
earned through generating electricity from burning sustainable
biomass. This value is recognised as a reduction in cost of sales
when the related biomass is burnt.
Upon sale the value of the ROCs and LECs is recognised in revenue
and transferred from cost of sales. Traditionally, sales have been
made at the end of a compliance period resulting in a significant build
up of working capital. We have successfully accelerated ROC cash flows
this year utilising available ROC monetisation agreements.
Read more: Financing and cash flow management
43
Retail – 11.8TWh sales in 2014 (2013: 8.1TWh)
Retail power sales
Power purchases
Third party costs
Haven Power sells electricity to business
customers in the I&C and SME markets.
The revenue achieved is determined by
contracted prices and customer demand.
Haven has a very good service reputation
which has helped to drive strong growth over
the last few years.
Selling power into the retail market attracts
low margins, but provides a credit-efficient
route to market for the power generated
by, and a route to market for ROCs and LECs
earned by, the generation business.
Power purchases represent approximately
60% of the total costs of sale of the
retail business.
The cost of power purchases is driven by
market prices and the timing of purchases.
Haven offers flexible contracts that enable the
customer to determine when to fix the price of
their power.
The cost of power purchases fell during 2014,
as market prices decreased across the year as
described on page 30.
Third party costs are the other costs of supply
that we do not directly control – notably
charges for transmission, distribution and
balancing of the electricity system (known
collectively as grid charges) and environmental
and regulatory costs such as the renewables
obligation, levy exemption certificates (LECs)
and small-scale feed-in-tariffs.
Third party costs have risen during 2014 and
now represent over 40% of the total costs
of supply.
Read more: Retail gross margin
performance 36–37
Tomorrow
…as we move towards our objective of converting three units the cost of sustainable
biomass, the value of renewable support and therefore the bark spread will increasingly
drive our profitability.
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Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
Our year in review
Forward power prices
£/MWh
Commodity markets
Winter 2014
Summer 2015
Winter 2015
Summer 2016
Winter 2016
Summer 2017
65
60
55
50
45
The margins of our generation business are driven by commodity market
movements and the timing of our fuel purchases and power sales described in
more detail on pages 28-29. The key profit drivers are those commodities that make
up the dark green and bark spreads, as described on the previous page, being power,
coal, carbon and biomass.
The trends in commodity prices witnessed in the last two years are described in
the following paragraphs and illustrated in the accompanying charts.
Power and gas
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Following a period of relative stability through 2013 and early 2014, power prices
reduced substantially through the second half of 2014. The gas market continues
to drive power prices.
Forward coal prices
$/tonne
Calendar year 2013
Calendar year 2014
Calendar year 2015
Calendar year 2016
120
110
100
90
80
70
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Limited Japanese nuclear generation, in the aftermath of the Fukushima disaster,
continued to provide support to Japanese liquefied natural gas (“LNG”) demand.
However, growth in new LNG supplies and a relatively mild winter led to muted gas
demand and increasing stored inventories, resulting in some price pressure in the
second half of the year.
International LNG and oil-indexed European gas prices came under pressure due
to a falling oil market. Weaker than expected global demand and increased supplies
driven by the prevalence of US production coupled with key OPEC oil producers
not making supply cuts caused a crash in global oil prices – down 50% during the
second half of 2014.
Coal
Market prices for international coal have continued to fall steadily as the global coal
market remains oversupplied. Delivered prices have also fallen as a result of lower
global freight rates.
During Summer 2014 UK coal demand from power generators was down 31% year-
on-year and indigenous coal production is under pressure with two of the remaining
deep mines expected to close by the end of 2015. China seabourne coal demand has
fallen year-on-year, with growth focus now on India.
With prices falling, producers focused on reducing production costs and increasing
output to improve efficiencies. The strengthening of the US dollar during the year
also supported many exporting nations.
31
Drax Group plc
Annual report and accounts 2014
Forward carbon prices
€/tonne
Carbon
December 2013
December 2014
December 2015
December 2016
8
7
6
5
4
A downward trend in market prices for EU ETS carbon allowances continued through
2012 and 2013.
Carbon prices spiked early in 2014 due to the introduction of the much-debated “back
loading” (postponing the sales of 900mt of emissions allowances to 2019/20 in order
to restrict current supplies) in an attempt to alleviate the oversupply in the market.
However, the oversupply of allowances resulting from the European recession and
emission reductions persists and as a result prices fell back to pre-back loading levels
almost immediately.
Political intervention remains the key driver for carbon prices and further possible
measures, such as discussions around the market stability reserve proposed for
phase four of the EU ETS in 2021, drove a steady rise in carbon prices over the second
half of 2014.
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Biomass
Currency spot rates
USD:GBP
CAD:GBP
EUR:GBP
1.9
1.8
1.7
1.6
1.5
1.30
1.25
1.20
1.15
1.10
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Dark green spread
Winter 2014
Summer 2015
Winter 2015
Summer 2016
£/MWh
Winter 2016
25
20
15
10
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The majority of biomass used for large-scale power generation is imported from
North America and Europe and accordingly is priced in US dollars, Canadian dollars or
euros. Movements in these exchange rates, set out in the chart to the left, therefore
drive the changes in biomass costs during the period.
Our extensive foreign currency hedging programme provides some protection from
these fluctuations in exchange rates.
Dark green spread and bark spread
As a result of falling gas and power prices throughout the second half of 2014
and an increase in carbon prices, dark green spreads reduced from the levels
seen earlier in the year and in 2013. The increase in carbon price support (“CPS”),
a levy on coal deliveries, from April 2014, continued to reduce margins for coal-
fired generators.
The fall in power prices also impacted bark spreads, which fell steadily during the
year. The US dollar strengthened against sterling, increasing the overall cost of
fuel to UK generators. Looking forward, if soft power markets persist bark spreads
could fall further as the cost of fuel does not fall in line with weaker power and
gas prices.
However, bark spreads were stronger than dark green spreads throughout the period
and further increases in CPS from April 2015 will continue to erode the competitive
position of coal-fired plant.
The performance of our coal operations and the dark green spreads we can
achieve remain important to our earnings. However, as we progress our biomass
strategy, with a third unit due to be high biomass from the second half of 2015,
the value of renewable support and the bark spread will increasingly drive
our profitability.
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32
Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
Generation
Generation gross profit
Generation gross profit
Revenue
Power sales
ROC and LEC sales
Ancillary services income
Other income(1)
Cost of sales
Fuel costs in respect of generation
Cost of power purchases
Grid charges
Gross profit
(1) Includes £34 million (2013: £28 million) for fuel sales.
Year ended
31 December
2014
£m
Year ended
31 December
2013
£m
2,079.9
1,668.9
314.8
13.3
41.8
62.8
12.1
36.1
2,449.8
1,779.9
(1,224.8)
(710.4)
(81.5)
(945.8)
(334.1)
(70.4)
(2,016.7)
(1,350.3)
433.1
429.6
The generation gross profit for the year ended 31 December 2014 was £433 million,
compared to £430 million in 2013. Dark green spreads, which currently account
for the majority of our gross profit, were weaker in 2014, but good operational
performance and the increasing influence of biomass in our fuel mix means
profitability was slightly higher than in 2013.
The introduction of the UK CPS mechanism from April 2013 has added a levy to our
coal purchases and, as expected in its first full year of operation, which saw a rate
increase applicable from April 2014, continued to erode the profitability of our coal
generating plant.
However, with biomass now accounting for 29% of fuel burnt (by energy content),
this was mitigated somewhat by the reduced cost of CO2 emissions allowances
purchased under the EU ETS. This reinforces the economic case for the strategy we
have developed to become a predominantly biomass-fuelled power generator.
Revenue
Total generation revenue for the year ended 31 December 2014 was £2,450 million,
compared to £1,780 million in 2013.
Our generation business recognises revenue when it sells power into the wholesale
market, or to Haven Power (see Retail, on page 36). Intra-group sales totalled
£735 million in 2014 (2013: £468 million). We can meet our power delivery obligations
either by generating the power ourselves or by buying power from the market.
We purchase power from the market either when it is more economical to do so, or to
meet delivery obligations that cannot be covered by generation.
Power purchases of £710 million (2013: £334 million) are included within cost of sales
and the associated revenue within power sales. Increasing retail sales have increased
our power delivery obligations which, along with falling market power prices during
2014 (illustrated by the charts on the previous page) has resulted in a substantial
increase in the amount of power we have purchased from the market. As prices
fall, the overnight power price drops below our marginal cost of production more
frequently at the point of delivery.
Increasing levels of intermittent generation (principally wind and solar) on the
electricity system in the UK, which can contribute to falling power prices and
increased grid charges, are also providing opportunities to capitalise on the flexibility
of the Drax plant through balancing and system support activities.
£54m
Additional carbon costs in 2014
as a result of CPS mechanism.
ROC and LEC assets
on the balance sheet
As at 1 January
ROCs and LECs generated
ROCs and LECs purchased
2014
£m
139.5
354.7
5.7
2013
£m
18.7
143.9
37.6
ROCs and LECs sold/utilised
(315.4)
(60.7)
As at 31 December
184.5
139.5
33
Drax Group plc
Annual report and accounts 2014
Fuel burn composition (heat)
%
Advantaged fuels:
1%
Biomass:
29%
Coal:
70%
2014
70%
29%
1%
2013
85%
12%
3%
Coal
Biomass
Advantaged fuels
Fuel burnt (million tonnes)
Year
ended
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December
2014
Year
ended
31
December
2013
7.2
4.1
0.3
8.5
1.6
0.8
Coal
Biomass
Advantaged fuels
Excluding the cost of power purchased in the market, our power sales revenue of
£1,369 million was higher than the equivalent comparative for 2013 (£1,335 million).
This increase reflects both a 0.5TWh increase in net power sold (electrical output)
and a small increase in the average achieved electricity price from £51.0 per MWh to
£51.3 per MWh, despite a fall in market prices during the year. The timing of our power
sales hedges has provided protection from recent power market weakness.
Generation revenue also includes sales of ROCs and LECs of £315 million
(2013: £63 million). With two units now fully converted and biomass now accounting
for 29% of our fuel mix (2013: 12%) we are entitled to considerably more ROCs and
LECs from our renewable generation.
The timing of ROC sales is driven by a combination of Renewables Obligation
deadlines and commercial considerations. Increasingly, we are able to utilise available
agreements (described in more detail in Financing and cash flow management) to
monetise ROC sales, accelerating the recognition of sales as well as the associated
cash flows.
This trend, in addition to the greater entitlement to ROCs and LECs described above,
is demonstrated in the table at the foot of the opposite page.
It is the value of ROC and LEC support earned in any given period, rather than the
income received for those sold, that drives the bark spreads achieved. This support
is recognised in the income statement as a reduction in fuel costs in the month the
associated biomass is burned – matching the benefit against the cost of the biomass.
Cost of sales
As explained on pages 28 to 29, our fuel costs are driven by a combination of market
prices at the time of securing the fuel and the mix of different fuels burnt during
the period.
Fuel costs in respect of generation
Gross fuel costs (coal, biomass, oil, petcoke)
Carbon price support (CPS)
Carbon emissions allowances
Costs of ROCs/LECs sold
ROC/LEC support earned
Total fuel costs in respect of generation
Year ended
31 December
2014
£m
Year ended
31 December
2013
£m
1,074.9
842.0
117.7
76.3
314.4
(358.5)
1,224.8
61.8
123.5
62.3
(143.8)
945.8
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Total fuel costs in respect of generation for the year ended 31 December 2014 were
£1,225 million (2013: £946 million).
The average gross cost of fuel, before the impact of carbon allowances, CPS and ROC
support, was £40.3 per MWh in 2014 compared with £32.1 per MWh in 2013, reflecting
the increasing proportion of biomass in our fuel mix.
Following the conversion of our first unit to run on biomass in April 2013, we modified
a second unit to run as an enhanced co-fired unit in May 2014, burning up to 85%
biomass, which was subsequently fully converted in October.
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Within cost of sales, net biomass costs are made up of the cost of the fuel delivered
to site less the value of renewable support received. The cost of the fuel includes
raw material and delivery costs. The renewable support reflects the value assigned
to ROCs and LECs earned through generating electricity from burning biomass, that
value being derived from prevailing market prices for ROCs and LECs at the point
of generation. The value of the renewable support therefore reduces the net cost
of biomass.
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Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
16.6m
16.6 million tonnes of
CO2 emissions allowances
purchased in 2014
(2013: 20.3 million tonnes).
0.33
Total recordable injury rate
in 2014 (2013: 0.29).
When renewable support is taken into account, the average cost of fuel for the
year is £26.8 per MWh, compared to £26.6 per MWh in 2013.
Coal remains the largest component of our fuel mix and as a result the cost of the UK
carbon tax introduced in April 2013, which was subject to a 93% rate increase from
April 2014, has continued to add to our fuel costs. The total cost in respect of CPS
in 2014 was £118 million, compared to £62 million in 2013.
However, as our proportion of generation from biomass increases our requirement
to purchase emissions allowances under the EU ETS reduces. In 2014 our
emissions reduced to 16.6 million tonnes (with allowances purchased at an
average price of £4.6 per tonne) from 20.3 million tonnes last year (with allowances
purchased at an average price of £6.1 per tonne), a saving of £47 million year-on-year.
When we sell ROCs and LECs, to a third party or Haven Power, the value
previously recognised as a reduction in fuel costs and held in our balance sheet is
recognised as a cost of sale. The cost of ROCs and LECs sold in 2014 is £314 million
(2013: £62 million), with the increase compared to last year reflecting both
increased generation and our ability to accelerate sales using ROC agreements as
described above.
When it is more economical to do so, we can meet our power delivery obligations
(created through forward sales of power in prior periods) by buying power from the
market. Power purchases in 2014 totalled £710 million (2013: £334 million).
Generation cost of sales also includes grid charges of £82 million (2013: £70 million)
which continue to increase as the level of intermittent generation on the UK
electricity system impacts system balancing costs.
Generation operating performance
Health and safety
2014 saw another year of significant project activity at Drax Power Station, with the
modification of a second unit to run as an enhanced co-firing unit from May and
its subsequent conversion in October alongside a single major scheduled planned
outage. Against this backdrop our safety performance in the UK remains industry-
leading, with no worse than first aid injuries during annual major planned outages
at Drax Power Station for two years.
In the US, substantial progress has been made on the construction of two pellet
plants and a port facility. We have worked hard this year, with our contractors, to
improve safety standards at these sites and bring them into line with performance
levels at our UK operations.
Regrettably, as noted in the Chief Executive’s statement, the tragic death of a sub-
contractor at one of our US construction sites in the year stands as a reminder to the
critical importance of strong safety standards and culture. The safety of all of our
employees and contractors across the Group is of paramount importance and has
always been at the centre of our management ethos.
The Group’s lost time injury rate and total recordable injury rate (“TRIR”) in 2014 were
0.06 and 0.33 respectively, compared to 0.09 and 0.29 in 2013. Despite the increase
in TRIR, which was related to our US construction programme, our performance
continues to be in the upper quartile amongst global coal power plants.
35
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Annual report and accounts 2014
Plant operational performance
Biomass
When initially converted in April 2013, our first biomass unit was materially
constrained by the use of temporary fuel storage, handling and distribution systems.
The commissioning of our bespoke systems late last year has largely overcome these
start-up issues.
With two converted units at the end of the year, both running fully on our bespoke
receipt, storage and handling infrastructure, biomass now represents 29% of our
electrical output, having increased from 2.9TWh in 2013 to 7.9TWh in 2014. Both units
are performing well and to plan, delivering 630MW of capacity on a consistent basis.
We have made good progress with biomass unit optimisation. In addition, we
completed a successful grid flexibility test during 2014. As a result, we expect to
undertake greater system balancing activities from biomass units, enhancing
potential value streams.
Outage activity in the year included a one-month outage to modify the second
unit for enhanced co-firing from May and a further outage ahead of full conversion
from October, in addition to scheduled routine maintenance and fuel trials. The first
biomass unit, which has now been running for over 18 months, ran very reliably
throughout 2014.
Our maintenance regime includes a major planned outage for each of our six
units once every four years. Consequently, there is an irregular pattern to planned
outages and associated expenditure, since in two of the four years two units will
each undergo a major planned outage. In 2015, our first converted biomass unit will
undergo a major planned outage.
Coal
We have continued to realise good operating performance from our remaining
coal units. Generation from coal-fired capacity was 18.8TWh (2013: 23.3TWh) in
2014, the reduction from the prior period caused by biomass conversion activity
described above.
A single major planned outage took place on coal units in 2014, compared to two
in the previous year. There are no major outages planned for coal-generating units
in 2015.
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Electrical output generated
from biomass fuel in 2014
was 7.9TWh (2013: 2.9TWh).
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36
Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
11.8TWh
Retail sales in 2014
(2013: 8.1TWh)
Retail
Retail gross profit
Revenue
Cost of sales
Cost of power purchases
Grid charges
Other retail costs
Gross profit
Strategic value
Year ended
31 December
2014
£m
Year ended
31 December
2013
£m
1,090.4
750.6
(629.0)
(253.1)
(191.6)
(1,073.7)
(455.1)
(168.4)
(111.6)
(735.1)
16.7
15.5
The strategic value of Haven Power, the Group’s retail business, is in providing an
alternative credit-efficient route to market for power, ROCs and LECs.
ROCs earned by the generation business from burning biomass can be utilised by the
retail business through its sales of power. In 2014, Haven Power utilised 36% of ROCs
generated by Drax. In addition, where Haven Power supplies Renewable or Levy
Exempt Power this utilises the LECs earned by burning biomass. Such sales account
for over half of Haven Power’s volumes.
With our growth targets for the business, Haven Power should utilise all the ROCs
generated from one of our converted units and a substantial proportion of the LECs
from the three planned unit conversions.
In selling power into the retail market, rather than wholesale, the Group swaps
collateral risk for credit risk, which is more controllable. Haven Power actively
manages credit risk by assessing the financial strength of its customers and
applying rigorous credit management processes, reflected in very low bad debt
experience to date. Further information on credit risk is provided in note 22 to the
financial statements.
We continue to have a strong focus on cash collection and working capital.
This focus, combined with the growth at Haven Power, has again resulted in the retail
business being a net contributor of cash to the Group.
Revenue
Movements in key financial metrics for Haven Power are underpinned by continued
good volume growth. Haven Power delivered net sales volume growth of 46% this
year to 11.8TWh from 8.1TWh in 2013.
Haven Power has built its business on a good service reputation, which has
supported the achieved growth and has resulted in an excellent renewals
performance in the I&C sector.
As a result of this growth, revenue increased to £1,090 million at an average price
of £92.4 per MWh (2013: £751 million at an average price of £92.7 per MWh).
Much of Haven’s sales growth continues to be from the larger but more competitive
I&C market. Many larger I&C customers are signed up to flexible contracts where
the customer decides when to fix the price of their power, or leave it to day or month
ahead prices. As a result, the declining wholesale power price in 2014 has contributed
to the reduced average price for retail sales.
With over 13TWh of sales already contracted for the next 12 months we expect
Haven to continue to grow in the future, with our proven infrastructure providing the
foundation from which future growth can be achieved.
37
Drax Group plc
Annual report and accounts 2014
Net generation split by customer
%
Cost of sales
Total power purchases increased to £629 million in 2014 (2013: £455 million), primarily
as a result of the increase in sales volumes described above. Haven purchases most
of its power requirement from Drax Power Station, with all non-long-term intra-group
purchases made at market equivalent prices. Accordingly, the average price paid of
£53.3 per MWh has fallen slightly from £56.2 per MWh in 2013 reflecting changes in
the wholesale market over the period.
In addition to the cost of purchasing power, cost of sales comprise third party costs
including grid charges, the cost of meeting our obligations under the Renewables
Obligation, small-scale Feed-in-Tariff schemes and the cost of LECs required to deliver
Renewable or Levy Exempt Power to our customers. Grid charges include costs of
distribution, transmission and system balancing.
The rates charged by the network and system operators have increased compared
to 2013. Distribution costs increased by 9% on average in April 2014 and transmission
costs increased by 15% on average for the same period. As described under
Generation, the increase in intermittent generation on the UK electricity system has
driven an increase in system balancing costs. As a result, total grid charges for 2014
were £253 million, equivalent to £21.4 per MWh sold (2013: £168 million, equivalent to
£20.8 per MWh sold).
In April 2014 the costs of the Renewables Obligation increased from £8.66 per MWh
to £10.57 per MWh sold, an increase of over 22%. Small-scale Feed-in-Tariff costs
also increased by 30% in the second quarter of 2014 compared to the same period
last year.
Approximately half of the power sold by Haven is levy exempt. Accordingly the
associated total cost of LECs sold has increased year-on-year as sales volumes grow.
Total third party costs, at £445 million, represented 41% of the overall costs of supply
(2013: £280 million, 38% of the overall costs of supply).
Gross margin
The markets in which Haven Power operates have been very competitive in both the
current and prior period. It is these challenging trading conditions that drive the gross
margin performance of the retail business.
As noted above, revenues from flexible sales contracts have reduced due to the
falling wholesale power price in the year. Conversely, rising third party costs put
further pressure on the margins achievable on fixed price sales.
The majority of the growth achieved at Haven Power over recent years has come
from the more competitive I&C market, which typically has a lower gross margin than
the SME market.
Taking all of these factors into account, retail gross margin for 2014 was £17 million
compared to £16 million in 2013.
Retail:
49%
Wholesale:
51%
Wholesale
Retail
2014
51%
49%
2013
Change
66%
34%
(15%)
15%
Retail sales based on volume at Notional Balancing Point.
£17m
Retail gross profit in 2014
(2013: £16 million).
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38
Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
Group summary financial performance
Group results
Generation gross profit
Retail gross profit
Total gross profit
Operating and administrative expenses
EBITDA
CESP settlement
Depreciation
Unrealised gains/(losses) on derivative contracts
Operating profit
Finance costs
Profit before tax
Tax credit/(charge)
Profit after tax
Underlying profit after tax
Basic earnings per share
Underlying earnings per share
£m
Group operating and administrative expenses
Year ended
31 December
2014
£m
Year ended
31 December
2013
£m
433.1
16.7
449.8
(220.4)
229.4
(20.0)
(80.7)
65.8
194.5
(28.6)
165.9
(37.2)
128.7
96.0
429.6
15.5
445.1
(215.1)
230.0
–
(64.8)
(110.2)
55.0
(23.2)
31.8
19.6
51.4
142.3
Pence per share Pence per share
32
24
13
35
Group operating and administrative expenses before depreciation were £220 million
for the year ended 31 December 2014 compared to £215 million in 2013, the increase
reflecting investment in our US-based pellet production operation as it approaches
commercial operations.
In addition, we invested £3 million into the White Rose Carbon Capture and Storage
(“WRCCS”) project during the year. The project is at the mid-point of a two-year
Front-End Engineering and Design process. We have committed to provide a further
£1 million of funding to enable the project to conclude this process, with a final
investment decision expected in 2016. Further details of our investment in WRCCS
are set out in note 12 to the financial statements.
Further costs associated with Retail Market Reform added £1 million to the cost base
of Haven Power in 2014, compared to the previous year.
Despite these incremental costs, the result for the year demonstrates our continued
commitment to strong operational cost control. The chart to the left of this page
illustrates good year-on-year performance in managing the underlying cost base
of the Group, with low inflation in underlying costs after allowing for a single major
outage (2013: double major outage) in 2014.
Group EBITDA
Group EBITDA (earnings before interest, taxation, depreciation and amortisation)
which excludes the impact of unrealised gains and losses and the one-off settlement
of CESP in 2014 (see below), is our primary financial performance indicator.
Changes in EBITDA are primarily driven by factors influencing the gross margin.
Despite challenging market conditions and absorbing additional carbon costs
through CPS, our gross margin improved modestly this year as a result of the
increasing influence of our biomass transformation, good operational performance at
Drax Power Station and continued strong growth at Haven Power.
However, investment in our cost base to support our US operations as they approach
commercial operations and the increasing costs of meeting regulatory requirements
in both generation and retail mean our EBITDA is in line with last year at £229 million.
Group operating and
administrative expenses
225
220
215
210
205
3
1
0
2
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39
Drax Group plc
Annual report and accounts 2014
£229m
Group EBITDA
(2013: £230 million).
Looking forward, we remain committed to our plan to convert a third unit to biomass;
however our trading environment is challenging and the expected trajectory of CPS
may continue to erode the margins achieved by our remaining coal-fired plant.
Community Energy Saving Programme (“CESP”)
In November 2014 we reached a settlement agreement with Ofgem regarding non-
compliance with our obligations under the Community Energy Saving Programme
(“CESP”). The settlement requires us to contribute a total of £28 million, which will see
up to £20 million benefit vulnerable energy consumers through a programme of work
to be developed with the charity National Energy Action.
A further £5 million fine will be payable and £3 million delivered as further consumer
redress measures.
The objective of CESP was to deliver energy saving measures to domestic energy
users in specified low-income areas of Great Britain.
We voiced our concerns at the outset regarding the inclusion of independent
generators in the scheme given their lack of experience in delivering the energy
efficiency schemes requested and lack of any direct relationships with domestic
electricity consumers.
For these reasons, we outsourced our obligation to a third party provider operating
within the sector. Unfortunately, the chosen provider failed to deliver the obligation
in full and, despite procuring additional measures, we did not comply with our
obligations under the scheme by the end of the obligation period.
We have agreed a settlement with the third party for breach of contract in this regard,
which will result in Drax receiving settlement of £5 million in cash and the third party
delivering the consumer redress measures described above.
The net impact of these settlements to Drax is therefore a cash cost of £20 million
which, as a material one-off item which is non-operational in nature, has been
excluded from our underlying performance measures, including EBITDA, in line with
previous policy.
Depreciation
Depreciation was £81 million for the year ended 31 December 2014, compared
to £65 million in 2014. The commissioning of our biomass storage, handling and
distribution systems at Drax Power Station late in 2013 drives the majority of this
increase. As we progress our biomass transformation and the US supply chain
investments come online in 2015, depreciation charges will continue to increase.
Unrealised gains and losses on derivative contracts
A key component of the Group’s risk management strategy, set out in more detail on
pages 46 to 49, is the use of forward contracts to secure and de-risk the future cash
flows of the business.
The Group uses forward contracts in two ways – forward purchases and sales of
physical commodities to secure market level dark green and bark spreads on future
sales and the use of financial contracts (either currency exchange contracts or
contracts underpinned by commodity prices which are settled financially, rather than
by delivery of physical goods) to fix sterling cash flows.
As we progress our biomass transformation, we have entered into an extensive
hedging programme to support our biomass procurement activities and secure the
sterling cost of biomass. This has included forward contracts for the purchase of
physical biomass, the use of financial products to fix variable elements of indexation –
notably oil-linked – within these contracts, and foreign exchange contracts to secure
the sterling cash flows. This programme covers all contracted and a substantial
proportion of uncontracted but forecast purchases.
This programme, in conjunction with the established hedging strategy for our
coal operations, provides a significant degree of protection from adverse market
price movements.
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40
Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
The accounting for these contracts is described in further detail in note 20 to the
financial statements, but briefly, the unrealised gains and losses recognised in the
income statement reflect changes in the fair value of forward commodity and
financial contracts that do not qualify for the own-use exemption or as hedges
(from an accounting perspective, even though the contracts represent an economic
hedge) under International Financial Reporting Standards.
The fair value of a forward contract is primarily derived with reference to prevailing
market prices at the start and end of the period. The location of the unrealised
gains and losses arising on our portfolio of these contracts within the 2014 financial
statements is summarised in the table below:
Accounting for derivative contracts
Commodity contracts
Power
Gains/(losses)
on contracts in 2014
Accounting treatment for
gains/losses in the consolidated
financial statements*
£52.7 million
Hedge reserve
Coal from international sources
(£13.9 million)
Income statement
Coal from domestic sources
Biomass
CO2 emissions allowances
Gas
Financial contracts
n/a
n/a
£11.0 million
£11.2 million
Own-use exemption
Own-use exemption
Hedge reserve
Income statement
Foreign currency exchange contracts
£106.6 million
Income statement
Financial coal
£44.2 million
£24.5 million
(£7.5 million)
Hedge reserve
Income statement
Hedge reserve
Financial oil and other financial products
(£62.6 million)
Income statement
Total net gains in hedge reserve (note 28)
Total net gains in income statement (note 20)
£100.4 million
£65.8 million
* Accounting treatment is determined by the availability of the own-use exemption or the hedge relationship being designated as and
meeting the definition of an effective hedge under IFRS. Where neither of these items apply, unrealised gains and losses are recognised
in the income statement.
Unrealised gains recognised in the income statement of £66 million this year
(2013: unrealised losses of £110 million) principally reflect the strengthening US dollar,
relative to sterling during the period, which improved the value of our contracted
position relative to prevailing market rates. These gains were offset to an extent
by unrealised losses on financial oil contracts, utilised in securing the element of
biomass costs linked to oil price indices, as global oil prices fell significantly in the final
quarter of the year.
In considering these movements it is important to recognise that profitability is
driven by our strategy to deliver market level dark green and bark spreads, not by
the absolute price of any single commodity at a given date. The unrealised gains
and losses on forward contracts represent a subset of our total forward contracted
position, driven by accounting regulations, and are not indicative of future financial
performance. Accordingly we exclude these gains and losses from our key underlying
performance measures.
Interest
Net finance costs for the year ended 31 December 2014 were £29 million compared
to £23 million in 2013.
The £6 million increase in net finance costs reflects the additional costs associated
with financing our biomass transformation. This includes interest on our borrowings
which are described in further detail in the Liquidity and capital resources section on
page 42.
41
Drax Group plc
Annual report and accounts 2014
£96m
Underlying profit after tax
(2013: £142 million).
Profit before tax
The profit before tax for 2014 is £166 million, compared to £32 million in the
previous year.
The settlement of CESP, additional depreciation and interest charges have resulted in
an incremental pre-tax charge of £41 million in 2014; however the increase in pre-tax
profits has been driven by unrealised gains on derivative contracts of £66 million,
compared to unrealised losses of £110 million last year.
Underlying profit before tax, which excludes the impact of unrealised gains
and losses and the one-off effect of the CESP settlement in 2014, amounted to
£120 million compared to £142 million in 2013. The £22 million reduction is primarily
attributable to additional depreciation and interest charges.
Tax
Tax reconciliation 2014
Profit before tax
Tax at 21.5%
Reconciling items:
Prior year adjustments
Other
Total tax charge
£m
165.9
35.7
(1.6)
3.1
37.2
Statutory
%
21.5
(1.0)
2.0
22.5
Underlying
%
21.5
(1.3)
–
20.0
£m
120.1
25.8
(1.6)
–
24.2
The 2014 tax charge of £37 million compares to a £20 million tax credit in 2013.
The increase principally reflects the increase in profit before tax in 2014 versus 2013,
which was driven primarily by the unrealised gains recognised in respect of derivative
contracts (2013: unrealised losses).
The 2013 tax credit included non-recurring tax credits of £22 million relating to
reductions in UK corporation tax rates, and £7 million in respect of research and
development claims agreed with HMRC.
The underlying effective rate of tax (excluding the after tax impact of unrealised
gains and losses on derivatives contracts and settlement of CESP, as described
above) is 20% in 2014, in line with the standard rate of corporation tax in the UK
as expected. The comparable underlying rate in 2013 was 0%, driven by the non-
recurring tax credits described above.
Cash taxes paid during the year were £16 million (2013: £18 million), principally
reflecting lower underlying profit before tax. These payments were offset by tax
refunds in settlement of prior years, bringing net taxes paid in 2014 to £14 million
(2013: £11 million).
Profit after tax and earnings per share
Profit after tax for the year ended 31 December 2014 was £129 million, compared to
£51 million in 2013, driving basic earnings per share of 32 pence in 2014, compared to
13 pence in 2013.
Underlying profit after tax, which strips out the impact of unrealised gains and
losses on derivative contracts and the settlement of CESP in 2014, was £96 million
(2013: £142 million) resulting in underlying earnings per share of 24 pence per share
(2013: 35 pence per share).
The reduction in underlying earnings per share in 2014 reflects the impact of
increased depreciation, interest and tax charges described above. This is the basis for
dividend distributions.
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42
Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
Liquidity and capital resources
Analysis of cash flows
EBITDA
(Increase)/decrease in ROC and LEC assets
Decrease/(increase) in carbon assets
Increase/(decrease) in working capital
Other
Cash generated from operations
Income taxes paid
Other (losses)/gains
Net interest paid
Net cash from operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Short-term investments
Net cash used in investing activities
Cash flows from financing activities
Equity dividends paid
Proceeds from issue of share capital
Repayment of borrowings
New borrowings
Other financing costs paid
Net cash from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash at 1 January
Cash at 31 December
Short-term investments at 31 December
Borrowings at 31 December
Net (debt)/cash at 31 December
Year ended
31 December
2014
£m
Year ended
31 December
2013
£m
229.4
(45.0)
26.5
(83.9)
0.3
127.3
(14.5)
(0.4)
(23.0)
89.7
(200.1)
(20.1)
(220.2)
(55.0)
0.6
(0.3)
100.0
(0.9)
44.1
(86.5)
267.3
180.9
40.1
(319.6)
(98.6)
230.0
(120.8)
12.5
48.0
0.8
170.5
(10.6)
2.2
(19.8)
142.3
(301.7)
10.0
(291.7)
(78.8)
1.9
(0.7)
125.0
(2.4)
45.0
(104.4)
371.7
267.3
20.0
(216.1)
71.2
Cash generated from operations
Cash generated from operations of
£127 million in 2014, compared to
£171 million in 2013, incorporates an
increase in working capital of £84 million,
driven primarily by rising biomass stocks.
This was compounded by increased ROC
and LEC assets of £45 million, following
the conversion of our second biomass
unit in the year. As noted above, the value
of our ROCs and LECs generated is held
in the balance sheet until the assets
are sold to a third party – the timing of
which is driven by RO deadlines and
commercial considerations. This outflow
was only partially offset by the inflows
from reductions in carbon assets as our
emissions decrease.
Net cash flows from operating activities
2014 taxes paid relate to settlement of
the 2013 liability and 2014 payments on
account, and are shown net of £2 million
of refunds in relation to previous years.
Such credits were greater in 2013, arising
from the research and development
claims agreed with HMRC, reducing
overall tax payable in the prior period.
As noted on page 41, our underlying
tax charge for the 2014 was in line with
standard rates of corporation tax in
the UK.
Net cash used in investing activities
Purchases of property, plant and
equipment of £200 million in 2014
(2013: £302 million) are reflective of the
significant amount of investment across
the business as we continue to progress
our biomass transformation. See more
detail on page 43.
Net cash flows from financing activities
In order to support our biomass
transformation we completed and drew
down a further £100 million in loan
facilities during 2014 (2013: £125 million),
as described in Financing and cash
flow management.
Net cash
From £287 million at 31 December
2013 the decrease in cash and cash
equivalents of £66 million during the year
leaves cash and short-term investments
of £221 million at 31 December 2014.
Increased borrowings have been used to
support cash generated from operations
in funding the capital investment
programme. As such net debt (after
deducting borrowings) at 31 December
2014 of £99 million compares to net cash
of £71 million in 2013.
£99m
Net debt
(2013: Net cash of £71 million).
43
Drax Group plc
Annual report and accounts 2014
Term loan maturity
GIB
Friends Life
M&G (2012)
M&G (2014)
350
300
250
200
150
100
50
3
1
0
2
4
1
0
2
5
1
0
2
6
1
0
2
7
1
0
2
8
1
0
2
9
1
0
2
0
2
0
2
1
2
0
2
2
2
0
2
3
2
0
2
4
2
0
2
£m
Financing and cash flow management
In May 2014, we agreed a new private placement for £100 million with various funds
managed by M&G Investments. This complements our existing term loan facilities
secured in 2012 and 2013 and enhances the existing financing structure by providing
additional liquidity to the Group and ensuring a smooth profile of debt maturities.
Furthermore, the all-in cost of the new facility is very competitive.
The financing structure also incorporates the £75 million amortising term loan
facility with Friends Life, underpinned by a guarantee from HM Treasury under the
Infrastructure UK Guarantee Scheme, agreed last year, a £50 million amortising term
loan from the Green Investment Bank, a £100 million amortising term loan facility with
the M&G UK Companies Financing Fund and a £400 million working capital and letter
of credit facility. The term loans have varying maturity profiles ranging from 2017 to
2025. As envisaged under the terms of the original agreement, the working capital
and letter of credit facility has been extended for one year and is now due to mature
in April 2017.
In addition, a commodity trading facility allows us to transact prescribed volumes
of commodity trades at attractive prices without the requirement to post collateral.
This facility continues to operate well, offering trading counterparties uncapped
access to the security package available to our senior lenders.
Overall, the financing structure is a key component of the steps we have taken over
the past few years to restructure our business, financing and trading arrangements
to enable Drax to both invest to strengthen and secure the potential of the business,
whilst being able to operate comfortably at a sub-investment grade level.
ROCs and LECs earned from renewable generation can drive significant working
capital absorption, with the associated cash income typically received up to 12 months
after burning the associated biomass. At the end of 2013 we executed an £80 million
ROC monetisation agreement with Lloyds Bank Commercial Finance Ltd, expanding
our capability to enhance cash flows by selling ROC receivables. The agreement has
been utilised during the year to accelerate over £50 million of cash from ROC sales
to third parties. We have recently concluded further similar agreements with HSBC
and Lloyds, taking the total of ROC monetisation agreements in place to £200 million.
We continue to explore ways to further enhance our ROC cash flows.
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£201m
Capital expenditure
(2013: £286 million).
Capital expenditure
Fixed asset additions were £201 million in the year ended 31 December 2014, compared
to £286 million in 2013. This includes £125 million on our biomass transformation
project (2013: £228 million), which is now mostly focused on our US developments
following the commissioning of the on-site facilities at Drax Power Station in late 2013.
Total capital expenditure to date on the biomass transformation project, with two
units complete, necessary supporting infrastructure in place and significant progress
with the two US pellet plants and port facility, amounts to approximately £550 million.
We expect to spend a further £130 million over the period to 2017 concluding these
projects and ensuring compliance with the requirements of the Industrial Emissions
Directive (IED), bringing total development expenditure to £650-£700 million, in line
with our original guidance.
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Our lead case investment for IED compliance remains unchanged, incorporating the
implementation of low nitrogen oxide burners and Selective Non-Catalytic Reduction
technology across all units.
At Drax Power Station, the on-site infrastructure and systems that underpin our
transformation strategy are now in place and provide us with the ability to unload rail
wagons efficiently, store up to 300 thousand tonnes of biomass on-site and deliver it
directly to the combustion systems of converted units.
In the US, our port facility is now “pellet-ready” and both pellet plants have entered a
commissioning phase. We continue to expect commercial operations at our first pellet
plant in the first quarter of 2015, with commercial operations at the second pellet plant
following in the second quarter. Both plants are expected to reach full capacity six
months later.
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Drax Group plc
Annual report and accounts 2014
Operational and financial performance (continued)
£400m
Working capital facility.
Read more: Financing and
cash flow management 43
Other information
Going concern
The Group’s business activities, together with the factors likely to affect future
developments, performance and position including principal risks and uncertainties
are set out in the Chief Executive’s statement, this Operational and financial
performance review and the Principal risks and uncertainties section which follows.
Our cash flows and borrowing facilities are described above. In addition, notes 20
to 22 to the consolidated financial statements explain our approach to capital risk
management and give details of financial instruments and hedging activities, and
exposure to credit, counterparty and liquidity risk.
We have significant headroom in our banking facilities, a recent history of cash
generation, strong covenant compliance, and good visibility in near-term forecasts,
due to our progressive hedging strategy. Our Business Plan takes account of our
capital investment plans and reasonably possible changes in trading performance,
including sensitivity analysis on downside scenarios. The Plan demonstrates that we
expect to be able to operate within the level of our current banking facilities over the
period under review.
Accordingly, the directors have a reasonable expectation that the Group has
adequate resources to continue in operational existence for the foreseeable future,
and continue to adopt the going concern basis of accounting when preparing these
financial statements.
Read more: Capital risk management
129
Seasonality of borrowing
Our business is seasonal with higher electricity prices and despatch in the Winter
period and lower despatch in the Summer months, when prices are lower and plant
availability is affected by planned outages.
Accordingly, cash flow during the Summer months is materially reduced due to the
combined effect of lower prices and output, while maintenance expenditures are
increased during this period due to major planned outages. The Group’s £400 million
working capital and letter of credit facility assists in managing the cash low points in
the cycle where required (see Financing and cash flow management).
Future developments
The market outlook for 2015 remains challenging. We will continue to see the erosion
of dark green spreads as the cost of carbon increases following the CPS trajectory
set by government. Our dark green spreads will also be impacted by changes to gas
and power prices, which remain uncertain. Lower power prices will also impact bark
spreads, where the fuel price is less variable and will not fall in line with revenues
received. The timing of our hedges provides protection for a limited period, following
which any persisting market weakness will impact our future financial results.
We remain committed to our strategy to convert three units to biomass with the
funding platform already in place to deliver this. Our capital expenditure projects
to support this ambition remain on schedule and on budget and are set to deliver
a stronger, more robust business. In 2016 we will have converted three units to
biomass, providing cost-effective, low carbon renewable energy.
As noted in the Chief Executive’s statement, two of our coal generating units were
successful in the first capacity market auction in December 2014, with capacity
payments expected to commence in 2018.
The White Rose CCS project is now half way through its feasibility study, which is
on schedule to complete towards the end of 2015. Drax has committed to provide
a further £1 million of funding over this period.
45
Drax Group plc
Annual report and accounts 2014
£55m
Total dividends paid in 2014 were
£55 million (2013: £79 million).
7.2p
Final dividend proposed in
respect of 2014 is 7.2 pence
per share (2013: 8.9 pence
per share).
Positions under contract
As at 16 February 2015, the positions under contract for the sale
of power for 2014 and 2015:
Power sales (TWh) comprising:
2015
20.4
2016
9.4
– Fixed price power sales (TWh) at an average achieved price (per MWh) 18.0 @ 50.8
8.0 @ 49.4
– Fixed margin and structured power sales (TWh)
2.4
1.4
Distributions
Distribution policy
The Board has committed to distribute 50% of underlying earnings (being profit
attributable to equity shareholders adjusted to exclude the after-tax impact of
unrealised gains and losses on derivative contracts and the one-off CESP settlement
in 2014) in each year. Underlying earnings for the year ended 31 December 2014 were
£96 million.
Dividends paid
On 17 February 2014, the Board resolved, subject to approval by shareholders at the
Annual General Meeting (“AGM”) on 23 April 2014, to pay a final dividend for the year
ended 31 December 2013 of 8.9 pence per share (£36 million). The final dividend was
paid on 16 May 2014.
On 28 July 2014, the Board resolved to pay an interim dividend for the six months
ending 30 June 2014 of 4.7 pence per share (£19 million), representing 50% of
underlying earnings for the period. The interim dividend was paid on 10 October 2014.
Dividends proposed
At the forthcoming AGM the Board will recommend to shareholders that a resolution
is passed to approve payment of a final dividend for the year ended 31 December 2014
of 7.2 pence per share (£29 million), payable on or before 15 May 2015.
Shares will be marked ex-dividend on 23 April 2015.
This Operational and financial performance review forms part of the Strategic
report, along with the Chairman’s introduction, outline of our business At a
glance, Our business model, Achieving our vision, the Chief Executive’s statement,
Marketplace description, Principal risks and uncertainties and Sustainable
business review (pages 2 to 57). The Strategic report was approved by the Board
on 23 February 2014.
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Tony Quinlan
Finance Director
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Drax Group plc
Annual report and accounts 2014
Principal risks and uncertainties
A structured approach
to risk management
The effective management of risks within the Group
underpins the delivery of our key priorities.
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Board
responsible
for the
system of risk
management
and internal
control
Audit
Committee
review
the risk
registers
and internal
controls
Risk Management Committees
Periodic review of risk register.
Identify, monitor and manage risks
Policy and review
Operating companies
Maintain an effective system of risk management and internal control
Risk
Each Committee is responsible for
ensuring that all risks associated with
its specific area of the business are
identified, analysed and managed
systematically and appropriately.
Each Committee has terms of reference
that require systems and controls
to be approved, implemented and
monitored in order to ensure that
activities are commensurate with the
risk appetite established by the Board,
are adequately resourced and comply
with applicable legal and regulatory
requirements. Each risk committee
contains at least one member of the
Executive Committee.
Philip Hudson
Group Company Secretary
Risk management committees
The Group Risk Management Committee
is responsible for monitoring the risk
management process on a Group
wide basis. It assists the business risk
management committees in risk analysis
and identification of best practice, and
provides additional assurance on the
risk control environment to the Audit
Committee and the Board.
During the year there was incremental
enhancement of the structure as our
operations develop and to improve risk
optimisation across the Group.
There are six business risk
management committees:
1 Treasury and commodity risk
management committee
2 Safety, health, environmental and
production integrity committee
3 Regulation and strategy risk
management committee
4 Corporate services risk
management committee
5 Haven Power risk
management committee
6 Drax Biomass USA risk
management committee
Philip Hudson
Group Company Secretary
The Group has a comprehensive
system of governance controls in place
to manage risks. Policies have been
established in key areas of the business
such as trading, treasury, production
and health and safety to ensure that
these risks are managed in a controlled
manner and in accordance with the
policies set by the Board.
Internal control and
risk management
The Board is responsible for the Group’s
system of internal control and for
reviewing its effectiveness. A process
has been established for identifying,
evaluating, determining risk appetite
and managing the significant risks faced
by the Group and this has been in place
for the year under review up to the date
of approval of the 2014 Annual report
and accounts.
The process is designed to manage
rather than eliminate the risk of failure
to achieve business objectives, and
can only provide reasonable, not
absolute, assurance against material
misstatement or loss.
47
Drax Group plc
Annual report and accounts 2014
Risk management process
The key elements of the risk
management process are as follows:
Risk identification – risks faced by
the Group are identified during the
formulation of the Business Plan.
Senior management and risk owners,
with the assistance of the risk
management committees, periodically
review the risks to ensure that the risk
management processes and controls in
their area are appropriate and effective,
and that new risks are identified.
Risk analysis – the basic causes of each
risk are considered, and the impact and
likelihood of it materialising is assessed.
Risk registers are used to document
the risks identified, level of severity and
probability, ownership and mitigation
measures for each risk. The risk registers
are reviewed by the risk management
committees on at least a quarterly basis.
Risks are then logged with reference
to impact and probability as follows:
Probability
Low
Medium
High
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Risk appetite is identified by reference
to the same criteria. The analysis enables
decisions to be taken as to how that
risk should be managed by applying
mitigation measures to align the
risk with the identified risk appetite.
Risk monitoring and assurance –
the Board is ultimately responsible for
this system of risk management and
internal control. The Audit Committee
reviews the suitability and effectiveness
of risk management processes and
controls on behalf of the Board.
Risk management committees assist the
executive directors in the operation and
implementation of the risk management
process, and provide a source of
assurance to the Audit Committee that
the process is operating effectively.
Internal control
In addition, the Group has a
comprehensive and well-defined
internal control system with clear
structures, delegated authority levels
and accountabilities.
The Group has a system of planning
and monitoring, which incorporates
Board approval of a rolling five-year
Business Plan and approval of operating
and capital expenditure budgets.
Performance against the budget is
subsequently monitored and reported to
the Board on a monthly basis. The Board
also receives monthly reports on
trading risk exposure as compared to
the pre-set limits, and monitors overall
Group performance against a Scorecard
which shows progress against a set of
financial, operating, safety and other
targets set at the start of the year.
Performance is reported formally to
shareholders through the publication of
Group results. Operational management
makes frequent reports on performance
to the executive directors.
The Group also has processes in
place for business continuity and
emergency planning.
Through the Audit Committee, the
Board has implemented a programme
of internal audit reviews of different
aspects of the Group’s activities.
The programme, which is reviewed and
updated annually, is designed so that,
over time, all facets of the business
are reviewed to ensure appropriate
systems of control are in place and are
working effectively or, where they are
not, deficiencies are rectified by timely
and appropriate action. In agreeing
the actions to be taken in response to
each report, the aim is always to embed
internal controls, including measures
intended effectively to identify and
manage risk, within each area of the
Group’s operations. In parallel with its
work in relation to internal audit, the
Audit Committee also satisfies itself
that an action plan, for dealing with
points raised by the external auditor in
their yearly management letter is being
properly addressed by management.
With the assistance of the Audit
Committee, the Board has reviewed the
effectiveness of the system of internal
control. It has reviewed the reports of the
Audit Committee, which has considered
all significant aspects of internal control
including financial, operational, trading,
compliance, social, environmental and
ethical risks in accordance with the
“Internal Control: Guidance for Directors
on the UK Corporate Governance Code”.
Following its review, the Board
determined that it was not aware
of any significant deficiency or
material weakness in the system
of internal control.
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Drax Group plc
Annual report and accounts 2014
Principal risks and uncertainties (continued)
Change
Potential impact
, Low dark green or bark spreads
resulting in lower margins and reduced
financial performance.
, Volatility in financial results.
Associated key priorities
Maximise the value of the Drax business
Examples of mitigating activities
, Well-understood progressive hedging
strategy with forward power and ROC sales
combined with corresponding purchases
of fuel and CO2 emissions allowances when
profitable and appropriate to do so.
, Applications for conversions under the CfD
regime which, if approved, remove potential
income volatility associated with those units.
Potential impact
, Additional costs associated with securing
fuel and other goods and services from
other suppliers.
, Failure to secure fuel from other suppliers
resulting in limitation of operations.
, Adverse effect on cash flow and earnings
arising from the failure of one or more of the
counterparties to whom we sell power.
Associated key priorities
Maximise the value of the Group
Potential impact
, Less funding available for plant retrofit/
investment costs to meet increasingly stringent
environmental requirements.
, Lower load factors/generation levels.
, Adverse effect on financial results
and cash flows.
Associated key priorities
Deliver our biomass strategy
Drive Group operational excellence
Change
Examples of mitigating activities
, Diversified fuel supply in terms of source
and counterparties.
, Diversified logistics routes.
, Target to optimise holding of fuel stocks.
, Close monitoring and reporting of
concentration risk in suppliers and
power counterparties.
, Full suite of power counterparties with
strong credit ratings.
, Power trading contracts generally include
provisions that force counterparties to post
collateral where their credit rating drops,
subject to certain restrictions.
, Close monitoring and reporting of potential
credit and collateral risk.
Change
Examples of mitigating activities
, Briefing, representation and engagement
at EU and UK level.
, Development of abatement and alternative
generation options.
, Apply for conversions under the CfD
regime and grandfathered ROC regime to
provide increased certainty over future
revenue streams.
, Continue to promote and lobby the benefits
of biomass, seek to secure support beyond
current regime window.
, Pricing of biomass contracts to allow for
adverse commodity market movements.
, Regular third party assurance over
system effectiveness.
, Strong safety culture and related training.
Commodity market price risk
Context
The commodity markets in which
we trade are inherently volatile, and
generation remunerated through
the Renewables Obligation increases
the risk in relation to the ROC market.
Risk
, We are exposed to the effect of fluctuations
in commodity prices, particularly the price
of electricity and gas, the price of coal and
sustainable biomass (and other fuels), the price
of CO2 emissions allowances and the market
price of ROCs.
Counterparty risk
Context
Continued uncertainty in the global
economy and cautious economic
growth potentially impact on the
financial strength of our counterparties.
Risk
, We rely on third party suppliers for the
delivery of fuel and other goods and services.
We purchase a significant quantity of our fuel
under contracts with a number of large UK and
international suppliers, so are exposed to the
risk of non-performance by these suppliers.
, We enter into fixed price and fixed margin
contracts for the sale of electricity to a number
of counterparties, including non-domestic
consumers via our retail business, so are
exposed to the risk of failure of one or more
of these counterparties.
Regulatory and political risk
Context
The government’s market reform
agenda is driven predominantly
by the need to move to a sustainable,
low carbon energy sector which delivers
affordable supplies to customers whilst
maintaining security of supply over
the longer term. Laws and regulations
are many and complex, are frequently
changing, and becoming ever more
stringent, particularly in relation
to environmental matters.
Risk
, Changes to the current renewable support
regime could adversely impact our
biomass strategy.
, Renewable support regime expires in 2027.
, Further financial disincentives such as the
CPS mechanism, could further erode the
competitiveness of coal-fired plant.
, The EU, UK and local environmental and
health and safety laws and regulations
affect our operations including limits on
emissions to air and water, noise, soil/
groundwater contamination, waste, and health
and safety standards.
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Drax Group plc
Annual report and accounts 2014
Biomass market risk
Context
The biomass market is developing
and investment in the supply chain
is required.
Risk
, We could fail to secure sustainable biomass
supplies and/or logistics arrangements
which meet our hurdle return rates and
operational requirements.
, Most of the sustainable biomass that we can
procure is priced in foreign currency which
increases our exposure to fluctuations against
sterling and poses a risk to profitability.
Plant operating risk
Context
Maintaining plant integrity is critical to
securing stable and safe operation.
Risk
, Plant failure may be caused by the
underperformance or outright failure of plant,
transmission assets or other equipment and
components including the IT systems used to
operate the plant or conduct trading activities.
The duration of the resultant forced outages is
influenced by the lead time to manufacture and
procure replacement components and to carry
out repairs.
, As we progress our plans to convert to a
predominantly biomass-fuelled generator, we
are exposed to a broader range, and increased
level, of technical risk. Whilst successful first
conversion of a unit to biomass has been
achieved, further units are planned.
, Good progress has been made on our US
investments however, project execution
risk remains.
Potential impact
, Inability to progress the biomass
growth strategy.
, Adverse effect on financial results
and cash flows.
Associated key priorities
Deliver our biomass strategy
Potential impact
, Personnel injury.
, Lower revenues.
, Increased costs and contractual penalties.
, Adverse effect on financial results
and cash flows.
Associated key priorities
Drive Group operational excellence
Deliver excellent people leadership
across our operations
Change
Examples of mitigating activities
, Contract with suppliers where a robust
operational plant and logistics infrastructure
is already in place; work with new suppliers
to help develop such infrastructure.
, Invest in the supply chain whilst in its infancy
to ensure security and timing of supplies.
, Hedge currency exposures or secure
contracts in sterling to the extent that it
is appropriate.
Change
Examples of mitigating activities
, Comprehensive risk-based plant investment
and maintenance programme.
, Maintaining a trained and
competent workforce.
, Strong health and safety culture.
, Target to optimise holding of spare
components for use in the event of plant
failure, particularly long lead time items.
, Business continuity plan for IT systems.
, Ensure adequate insurance in place to cover
losses from plant failure where possible.
, Significant amounts of research and
development work have been undertaken
in terms of handling and burning biomass.
Power and renewables market liquidity risk
Change
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Context
Liquidity in the power and ROC markets
is dependent on there being a sufficient
number of counterparties willing to
trade actively.
Risk
, The market structure and consolidation of
the existing generation and supply businesses
in the UK could result in a reduction in the
number of active participants in the market
with whom we are able to trade power and
other commodities, including ROCs.
Potential impact
, Inability to hedge short to medium-term
exposure to electricity prices through
wholesale market trading.
, Increased exposure to short-term
market volatility.
, Inability to sell all of our electricity output,
or ROCs.
, Lower revenues and increased costs to achieve
trading objectives.
, Adverse effect on financial results
and cash flows.
Associated key priorities
Grow our retail business
Maximise the value of the Group
Deliver our biomass strategy
Examples of mitigating activities
, Grow direct sales through Haven Power,
our electricity supply business.
, Initiatives to be active and responsive make
Drax an attractive business partner.
, Oppose structural changes that impact
our market access, such as clearing
and margining.
, Work with other independent generators
(via Independent Generators Group) to
achieve positive market and regulatory
changes to improve liquidity.
, Secure longer-term structured deals when
profitable to do so.
, Application for conversions under the
CfD regime which, if approved, reduce our
reliance on the liquidity of the ROC market.
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Drax Group plc
Annual report and accounts 2014
Sustainable business review
Committed to
sustainability
Sustainability underpins all that we do and the future of
our business encompasses all three aspects of sustainable
development – environmental, social and economic.
Our approach to a
sustainable business
We have a major role to play in helping to
protect and enhance the environment.
This is in line with the wider goals of
sustainable development. Our approach
contributes to a sustainable, low carbon
economy and offers opportunities for
economic growth and job creation.
We operate our business within a
framework of increasingly stringent and
challenging legislative and regulatory
requirements. We are, however, mindful
of the still tougher expectations of
our wider stakeholder group. For us, a
sustainable business is about achieving
a balance between the commercial
and regulatory rigours of a competitive
market and operating responsibly.
The Board establishes the policies in
respect of sustainable development,
such as our business conduct,
environmental, and health and safety
programmes. The Board’s policies are
implemented by dedicated specialists
who make sure effective processes
and procedures are in place to assure
compliance and to identify and to report
on risks and opportunities.
As in previous years we have continued
to invest, not only to comply with
environmental and health and safety
requirements, but, where practicable,
to go further. In 2014, we retained our
presence in the FTSE4Good Index
Series, which is designed to measure
the performance of companies that
meet globally recognised corporate
responsibility standards and facilitate
investment in those companies.
Materiality
Given the diversity of our stakeholders
there are a wide range of topics and
performance measures on which we
could report. In determining which to
report we consider their materiality in
terms of their relevance to the Company
and their importance to stakeholders.
Throughout this Annual report and
accounts we aim to report on topics and
performance measures that represent
our significant environmental, social
and economic impacts and those
that would substantively influence
the assessments and decisions of
stakeholders. Further sustainability
reporting is available on our website at:
www.drax.com/sustainability/
Engaging with our stakeholders
Drax and
shareholders:
, Reports and
announcements
, Website
, Road shows
, Face-to-face
meetings
, Visit programmes
Drax and
local community:
, Sponsorship
, Fundraising events
, Themed
campaigns
, Visitor programme
, Exhibitions
, Newsletters
Drax and
employees:
, Briefing sessions
, Intranet
, Written Group
briefs
, Drax Power Open
Forums
Drax and
Parliament:
, Briefing papers
, Face-to-face
meetings
, Written and oral
evidence
, Visit programmes
Drax and media:
, Press releases
, Face-to-face
meetings
, Visit programme
Drax and
government
agents/
regulators:
, Face-to-face
meetings
, Correspondence
and data
submission
, Via trade
associations
Drax and
government
departments:
, Face-to-face
meetings
, Consultation
responses
, Visit programmes
, Via trade
associations
Drax and NGOs
and opinion
formers:
, Face-to-face
meetings
, Briefing papers
Drax and
European Union:
, Briefing papers
, Face-to-face
meetings
, Via trade
associations
Drax and local
government:
, Liaison meetings
, Annual consultative
committee meeting
, Exhibitions
, Newsletters
Drax and
trading
counterparties:
, Face-to-face
meetings
, Industry events
Drax and
suppliers and
customers:
, Face-to-face
meetings
, Conferences
, Contractor
briefings
, Contractor safety
conference
51
Drax Group plc
Annual report and accounts 2014
The new biomass facilities at Drax Power
at Drax Power
twwo converted
Station are now supporting two converted
biomass units.
Our environment
Towards a low
carbon economy
We have an important role to play in
the transition of the UK towards a low
carbon economy whilst maintaining
secure and affordable supplies of
electricity. For us, a sustainable business
principally implies delivering on our
strategic carbon abatement initiative
to generate increasing amounts of
electricity from sustainable biomass in
place of coal.
During 2014, significant progress was
made on executing our plan to transform
the business into a predominantly
biomass-fuelled generator.
We converted our second generating
unit to burn sustainable biomass in place
of coal at the beginning of October.
Through increasing the amount of
sustainable biomass burnt in place of
coal we are significantly reducing our
carbon footprint.
Our electricity supply business, Haven
Power, has been successful in selling the
increased output of renewable power
generated from our biomass conversion
to our customers. Renewable power
sales are exempt from the Climate
Change Levy and even after our price
premium many customers can make
savings whilst enjoying the benefits of
power from sustainable biomass.
In partnership with Alstom UK Limited
and BOC (a member of the Linde Group)
and in association with National Grid, we
are involved in a Front End Engineering
and Design (“FEED”) study to develop
an oxy-fuel carbon capture and storage
(“CCS”) power plant of up to 448MWe
(gross) at the Drax Power Station site
with supporting transportation and
storage infrastructure. The project is
dependent on technical and commercial
viability, external funding and
appropriate regulatory support. To that
end we are participating in UK and EU
funded programmes for CCS.
Environmental performance
and compliance
Environmental compliance of our power
station and associated landfill site is
managed through an environmental
management system. This system is
externally certified to the international
standard ISO 14001 and is subject to
external audit twice a year.
There were no major breaches of our
environmental consents during 2014.
Emissions to air
In accordance with the Companies Act
2006 we set out our carbon reporting
information for direct emissions
(“Scope 1”) from activities such as
fuel combustion and processing, and
indirect emissions (“Scope 2”) being
the equivalent emissions created
by the generation of the electricity,
heat or steam we purchase. Scope 1
for Drax covers the emissions arising
from burning fossil fuels, namely
coal, to generate electricity and the
operation of some of our plant at the
power station, for example, our flue gas
desulphurisation system. The Group’s
Scope 2 emissions arise mainly from
electricity purchased to run operations
across our various sites.
We are also required to disclose
emissions from biologically sequestered
carbon, which include emissions
released through burning biomass to
generate electricity.
Through implementing our strategy
to become a predominantly biomass-
fuelled generator we aim to reduce
our Scope 1 and 2 emissions. As a
result there will be a rise in biologically
sequestered carbon emissions.
We collate data on our carbon dioxide
emissions from fuel combustion as
part of our measurement and reporting
plan under the EU ETS. This includes all
Scope 1 and the biologically sequestered
carbon figures. For Scope 2 reporting
we use the Greenhouse Gas Protocol,
A Corporate Accounting and Reporting
Standard (revised edition) and the
government’s published greenhouse gas
conversion factors to determine the level
of carbon dioxide emissions.
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52
Drax Group plc
Annual report and accounts 2014
Sustainable business review (continued)
The majority of our emissions arise
through the combustion of fossil
fuel for generating electricity. As this
single figure can shadow smaller, but
still important trends, we have set a
materiality threshold of 100 thousand
tonnes, equivalent to approximately
0.5% of the reporting year’s emissions,
to ensure we strike the right balance
between demonstrating important
trends and limiting data to a
meaningful level.
Carbon dioxide emissions, calculated
under the EU ETS, as a ratio of electricity
generated, before deductions for that
used on-site, is a principal performance
indicator for the Group. This metric
has also been selected for mandatory
carbon reporting.
Beyond carbon dioxide we manage
all our emissions effectively and have
maintained high levels of investment
in flue gas desulphurisation and
combustion control systems to ensure
compliance with environmental limits.
All emissions in 2014 were within the
limits set by the Environment Agency.
Trials were undertaken in 2014 to
develop the lead solution to comply
with the emission limits which will be in
force beyond 2016 under the Industrial
Emissions Directive.
Total emissions (kt)
Sulphur dioxide
Nitrogen oxides
Dust
2014
23.8
35.5
0.9
2013
31.7
2012
35.1
39.2
39.2
0.8
0.8
Activity
2014
2013
2012
Discharges to water
Water is a key resource to Drax Power
Station with the great majority of the
cooling water abstracted from the River
Ouse. Other minor sources include the
Sherwood Sandstone Aquifer and the
town’s mains. Procedures are in place to
manage and monitor the drainage and
water systems on-site so as to ensure
all discharge consent limits are met.
Water abstraction (Mt)
2014
2013
2012
River Ouse water
62.5
56.9
56.7
Mains water
Borehole water
0.4
1.7
0.3
1.9
0.2
1.8
Scope 1
CO2 emissions
Fossil fuel
combustion (kt)
16,476
20,162
22,513
Operations (kt)
119
157
180
Total Scope 1 (kt)
16,595(2) 20,320(1) 22,693(1)
Scope 2
CO2 emissions
Purchased
electricity (kt)
Total Scope 1
and 2 (kt)
Biologically-
sequestered
carbon (kt)
(biomass
combustion)
Gross generation
(TWh)
Scope 1 and 2
CO2 emissions(3)
(t/GWh)
249
293
341
16,844
20,612 23,038
7,150(2) 2,799(1)
1,214(1)
28.5
28.0
29.0
591
736
794
Notes:
(1) Externally verified by Lloyd’s Register Quality Assurance.
(2) During 2014 will be subject to the same audit as 2013 figures.
(3) Using gross generation excluding biologically-sequestered
carbon.
Figures may not add up due to rounding.
Disposals to land
We have continued to invest in site
infrastructure to maximise the sale
of ash products into the construction
industry and to reduce the disposal
of surplus ash to landfill. In 2014, ash
was sold in conformity with European
construction product standards and in
compliance with the Pulverised Fuel Ash
Quality Protocol.
This has helped us to sell over 85% of the
1.1 million tonnes of ash produced in 2014
as replacement for virgin aggregates and
as a cement replacement product.
Any unsold ash is sent to the power
station’s ash disposal site, Barlow Mound.
The completed area of the site has
been fully restored for use as farmland
and woodland.
We pay landfill tax on the ash disposed
of to the site. Through the Landfill
Communities Fund, we are able to
claim a tax credit for our donations
to recognised Environmental Bodies.
We have worked with Groundwork
North Yorkshire since 2001 on projects
designed to help mitigate the effects
of landfill upon our local community.
During 2014, we contributed £23,305
towards local community-based projects
designed to bring about sustainable
environmental benefits and contribute
to the social and economic regeneration
of the area.
We continue to manage waste from
our operations in a responsible manner.
In 2014, we diverted 96% of non-ash
waste from landfill.
woork North
We have worked with Groundwork North
unnity-based
Yorkshire since 2001 on community-based
Seelby “gateway”
projects. Pictured above is the Selby “gateway”
cuultural heritage
project celebrating the town’s cultural heritage
through pieces of artwork.
53
Drax Group plc
Annual report and accounts 2014
opping
We are committed to developing
cculture.
a positive health and safety culture.
Our people
Health and safety
Health and safety is at the heart of our
corporate responsibility. Protecting our
employees, contractors , visitors and
neighbours from injury and incident is
fundamental to our business philosophy.
Driven by our leadership approach
and applied through our management
systems, we are committed to
developing and maintaining a positive
health and safety culture in which
statutory requirements are viewed
as a minimum standard and leading
performance as our goal.
We have retained certification of our
Health and Safety Management System
to the internationally recognised
Occupational Health and Safety standard,
OHSAS 18001, at the Drax Power Station
site and for our biomass pellet plant,
based at Goole in the East Riding of
Yorkshire. The standard is approved by
Lloyd’s Register Quality Assurance.
In addition to this, Drax Power Station was
once again awarded the Royal Society for
the Prevention of Accidents Gold Medal
Award. Having achieved the Gold Medal
Award for ten consecutive years, this year
Drax was awarded the President’s Award
for outstanding performance in health
and safety at work.
Personal safety statistics
Safety leadership and recognition
2014
2013
2012
Fatality
Time losing injuries
Restricted work injuries
Medical treatment
injuries
First aid injuries
RIDDOR(1) reportable
1
3
1
19
215
1
0
6
4
10
0
3
2
3
297
220
11
4
Note:
(1) Reporting of Injuries, Diseases and Dangerous
Occurrences Regulations.
Following the weaker performance at
our US construction sites last year, we
are working hard to drive improvements
to meet the standards set by our UK
operations. Despite seeing some
improvement during 2014, we were
deeply saddened by the fatal injury
sustained by an employee of a sub-
contractor working in an area under the
day-to-day supervision of a contractor.
In the UK , where our safety performance
is industry-leading, we have continued to
undertake a significant amount of project
work. This work was completed without
a worse than first aid injury. For outages
alone, we have now completed over
1.3 million hours of work without injury.
We are constantly striving to improve the
critical safety leadership contribution
required from first line supervisors.
The expectations of both management
and supervisors continue to be
reaffirmed in the Safety Leadership
Charter, which is based on the Health and
Safety Executive’s approach to achieving
a balance between the systems and
behavioural aspects of management,
treating health and safety management
as an integral part of good management
generally, rather than as a stand-
alone system.
A Health and Safety Advisory
Committee, which brings together
a range of employees, including
trade union representatives, safety
representatives, occupational health and
management team members, continues
to play a vital role in facilitating staff
consultation on health and safety issues,
and driving standards upwards.
Our active involvement with the
programmes of our trade body, Energy
UK, and the Coal Generators Forum
continues to provide new ideas and a
stimulus to drive our health and safety
improvement efforts forward.
Attaining leading performance
Health and wellbeing
The lost time injury rate and total
recordable injury rate for 2014 were
0.06 and 0.33 respectively compared to
0.09 and 0.29 in 2013. This performance
was achieved against a backdrop of
significant construction activity; one-
third of the 7.2 million hours worked
across the Group was in higher risk
construction activities. Our safety record
continues to compare very favourably
with that of our sector peers and
international benchmarks.
We are committed to promoting
the health and wellbeing of all our
staff and ensuring a professional
response to first aid and emergency
situations should any occur. We have
occupational health policies in place
which address industrial disease risks,
and our occupational health team
undertakes regular programmes to
screen colleagues in accordance with
risk, exposure and Health and Safety
Executive requirements.
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54
Drax Group plc
Annual report and accounts 2014
Sustainable business review (continued)
Health and wellbeing-based
programmes and initiatives are
run throughout the Group to raise
awareness and promote a healthy
lifestyle. All of the UK workforce
is represented in formal joint
management-worker health and safety
committees that help monitor and
advise on occupational health and
safety programmes.
Employees
Employment
The Group employed 1,383 people at the
year end, an increase of 103 people, or
8%. The pie charts on page 55 provide
a breakdown of headcount across
the Group’s businesses. Most of our
employees work full-time and are on
permanent contracts.
At Drax Power Limited the annual
staff turnover rate in 2014 was 6.4%,
which included a significant number
of retirements. Haven Power’s annual
staff turnover rate was 39%, reflecting
some structural changes in the business.
At Drax Biomass, the annualised
turnover rate was 23%, including those
staff who opted not to relocate to the
new head office in Atlanta, Georgia.
Gender split both across the Group
and the senior management team is
illustrated in the pie charts on page 55.
The Board’s policy on diversity is given in
the Nominations Committee report on
page 77.
Employee engagement
Some 41% of the Group’s workforce is
covered by collective bargaining, and
for the remainder who are employed
on individual employment contracts
we have representative employee
consultation and information
arrangements in place in our UK
businesses, with plans to introduce
similar arrangements in the US when
the plants become operational. In 2015,
we will conduct our first Group-wide
engagement survey, designed and run
in conjunction with Towers Watson.
The survey will include measures
of leadership, communications
and involvement.
We use a variety of communication
channels to ensure that all colleagues
are kept fully informed of developments
in the Group’s operations and provided
with the opportunity to give feedback.
Employee policies and relations
We have a suite of policies designed to
support our people at work, including
those to assist, where appropriate, a
variety of work/lifestyle preferences,
procedures for raising grievance or
safety concerns, and diversity and
inclusion in the workplace. We make
every effort to provide long-term
employment security and we maintain
high standards in employment practices.
Learning and development
Our personal and career development
processes across the Group are designed
to equip all our people with the technical
skills, management and leadership
competences, and personal behaviours
needed to achieve our Business
Plan. All employees receive annual
performance and development reviews.
Each year, Drax Power Limited
recruits for the four-year apprentice
training programme covering power
station operations and engineering
maintenance. In 2014, we took
on eight apprentices across the
three engineering disciplines of
mechanical, electrical, and control
and instrumentation.
Out of the 15 graduates who had
commenced a two-year programme
in September 2013, ten are now in
substantive posts, four have left
the business, and one is in his final
placement rotation.
We have a structured process of
succession planning for senior roles
with a specific career management
discussion integrated within the existing
appraisal process. The process identifies
succession potential and gaps, which
in turn inform individual development/
recruitment planning. Increasingly we
look to identify cross-Group moves to
accelerate development and improve
the future leadership pipeline. In 2015,
we will pilot a UK-wide leadership
development programme with a view
to extending this Group-wide in 2016.
Reward and recognition
We benchmark our reward packages at
every level in the organisation against
the industry sector and the market as a
whole, nationally or locally, as appropriate
to the role. We also participate in
specialist industry meetings to exchange
information and developments in
employment policy.
Through a range of share plans we
encourage all UK employees to build a
personal stake in the ownership of the
business. In 2015, we plan to extend the
opportunity to our US colleagues.
reentices across
In 2014, we took on eight apprentices across
three engineering disciplines.
55
Drax Group plc
Annual report and accounts 2014
Drax Group total workforce
Employment contracts
1,383
as at 31 December 2014
Part time:
6%
Full time:
94%
Employment gender
Employment status
Female:
23%
Temporary:
1%
Male:
77%
Permanent:
99%
Senior management
group gender diversity
Senior management
department distribution
Female:
18%
Group Company
Secretariat:
7%
Haven
Power:
18%
Finance:
18%
Directors:
9%
Drax
Biomass:
14%
Strategy:
9%
Male:
82%
Production:
11%
Fuel Procurement:
7%
Trading:
7%
Our stakeholders
Engaging with our
stakeholders
Like most businesses, our stakeholders
are many and diverse, including our
shareholders, employees, customers,
energy consultants, suppliers, the
local community, government, non-
governmental organisations, regulators,
opinion formers and the media.
Communication with all our stakeholders
is considered to be an essential part of
our business and we aim to be open and
transparent in all that we do.
Business conduct
We are committed to high ethical
standards and to conducting our
business with honesty, integrity and in
accordance with applicable laws and
regulations. Honesty and integrity not
only underpin how we do business, but
how we expect our customers, suppliers,
agents, partners, contractors and
consultants to do business, whether in
the UK, US or beyond.
In order to prevent bribery and
corruption we take responsibility for
maintaining a culture within the Group
in which bribery is never acceptable.
In protecting fundamental human
rights, Drax does not tolerate the use
of underage workers or any concept of
forced labour, at the same time ensuring
our suppliers’ activities have a minimal
impact on the environment and local
communities. Any supplier found to be
complicit in a breach of such standards,
either directly or indirectly, will be barred
from further participation in our supply
chain activities.
The Group’s Code of Business Ethics
establishes the rules and framework
on which employees should base
their decision making. Employees are
expected to follow not only the letter
of the Code, but the spirit.
The Group’s whistleblowing policy
provides a confidential means for our
employees to speak up with confidence.
The policy provides guidance on how
to make a disclosure of information,
in good faith, relating to safety, fraud
or other illegal or unethical conduct
that they may have witnessed or are
concerned about.
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56
Drax Group plc
Annual report and accounts 2014
Sustainable business review (continued)
The Group appreciates that public
policy on taxation and the external tax
environment are constantly evolving and
this is reflected in our tax strategy.
The Group has a comprehensive
structure of governance and controls in
place to manage tax risk in accordance
with the Group’s risk management
framework, and this is closely
monitored by the Head of Tax, Audit
Committee and internal audit functions.
Drax is committed to maintaining a
good relationship with HMRC and
other tax authorities, and to be pro-
active, collaborative and transparent
in compliance and to paying our fair
share of tax. The Group interprets and
applies relevant tax laws in a reasonable
way and in the spirit of that intended
by tax legislators, consistent with
this approach.
Recognising public perception of any
links to low tax jurisdictions, the Group
commenced a process to cut the legacy
ties it inherited from its previous owners
by removing several Cayman and Jersey
incorporated companies from the
Group. Whilst all such companies have
always been UK tax resident and paid
UK tax on all gains and losses arising,
we recognise that such links create
an adverse impression of the Group’s
approach to managing its tax affairs.
Since then progress has been made
with four companies being formally
placed into liquidation and formally
dissolved. Our next goal is to eliminate
the remaining Cayman company in the
Group and we anticipate taking similar
steps once the tax losses it holds have
been fully utilised.
In 2014, the Group made a significant
contribution to local and national
communities in which it operates, with
paid taxes in excess of £200 million,
comprising taxes on profit, labour
and payroll taxes, taxes on burning
fossil fuels, and environmental taxes
(but excluding VAT).
Supply chain
Non-fuel procurement
We take a balanced approach to our
supply chain and we look to use suppliers
and working partners from diverse
backgrounds, in particular, small and
medium-sized suppliers in the local
community where possible.
Recognising that prompt payment is
critical to the cash flow of our suppliers,
particularly the smaller ones, we have
signed up to the Prompt Payment
Code. As a signatory to the Code we
are committed to paying our suppliers
according to clearly defined terms
and conditions.
Sustainability is an essential element of
good procurement practice and takes
account of wider social, economic and
environmental factors in addition to the
conventional criteria of price, quality
and service. By applying these wider
principles our procurement practices
go beyond meeting simple tender
requirements to delivering improved
value and real cost savings throughout
the supply chain.
Coal procurement
We buy coal from a range of sources
with the objectives of managing our
commercial exposures, environmental
obligations and diversity of supply.
In 2014, 38% of the coal we burnt came
from UK deep and surface mines with
the remainder coming from major supply
basins around the world, including the
US, Colombia and Russia.
When buying from overseas we have
continued to require, through our
contracts, minimum standards with
suppliers in respect of compliance
with legislation, human rights, labour
relations and health and safety
arrangements. Our supply chain is fully
informed of Drax’s Code of Business
Ethics. In order to support our focus on
responsible procurement, we continue
our membership of Bettercoal, a not-
for-profit organisation that promotes
continuous improvement in corporate
responsibility in the coal supply chain.
Biomass sustainability and procurement
It is a prerequisite that all our biomass
must be purchased from sustainable
sources. To ensure this we have
implemented a sustainability policy
which embeds comprehensive criteria
into our procurement activities.
Our Biomass Sustainability Management
System ensures commitment to
our policy.
We are leading the introduction of
credible sustainability standards
into biomass procurement activities.
Our procurement process is designed to
ensure that the production and delivery
of biomass will:
, Significantly reduce greenhouse
gas emissions compared to coal-
fired generation.
, Not result in a net release of carbon
from the vegetation and soil of either
forests or agricultural lands.
, Not endanger food supply or
communities where the use of
biomass is essential for subsistence
(for example heat, medicines,
building materials).
, Not adversely affect protected
or vulnerable biodiversity and,
where possible, give preference
to biomass production that
strengthens biodiversity.
, Deploy good practices to protect and/
or improve soil, water (both ground
and surface) and air quality.
, Contribute to local prosperity in the
area of supply chain management and
biomass production.
, Contribute to the social wellbeing of
employees and the local population in
the area of the biomass production.
We work collaboratively with our
suppliers to ensure compliance with the
UK government’s sustainability criteria
which have now been incorporated
into legislation. Confidence in the
sustainability of the biomass is achieved
through a programme of information
exchange, documentary evidence, due
diligence activities and independent
third party verification.
We have also been involved in the
Sustainable Biomass Partnership
(“SBP”) which has developed a pan-
European sustainability framework
which involves third party certification
of the management systems of biomass
producers, at pellet mill level, supplying
Drax with woody biomass. The SBP
standards are a development of those
currently employed by Drax and it
is envisaged that they will continue
to evolve as stakeholder views and
practical experience mature.
Customer relations
Customers and their consultants are
at the heart of our retail business. All of
our customers have named account
managers who are responsible for the
service that we deliver. We continue
to build on our reputation for providing
good service and this supports an
ongoing good level of renewal at the end
of customers’ supply contracts.
57
Drax Group plc
Annual report and accounts 2014
Market conditions remained challenging
with yet more change in the shape of
Electricity Market Reform. For example,
new legislation to ensure the UK’s future
demand for electricity is satisfied and
that CO2 emissions are reduced in line
with statutory commitments.
We held a range of events throughout
the year targeted at customers,
prospective customers and their
consultants to inform and educate
them about these changes, and other
industry developments. These events
share information which is invaluable to
customers and consultants and provide
us with the opportunity to obtain direct
feedback to better meet their needs.
Events such as these complement
the high level of service and account
management we offer and this is
reflected in our positive independent
customer satisfaction results.
Our online portal community continues
to grow and offers our larger customers
24/7 access to bills and statements as
well as consumption data and flexible
purchasing information.
Investor relations
We are committed to delivering
shareholder value. We communicate
our results and prospects to our
shareholders in an accurate and timely
manner using a variety of channels.
In addition to the Annual General
Meeting, we communicate through
our Annual report and accounts, Half
year report and Interim Management
Statements. In November 2014, the
Financial Conduct Authority removed
the requirement to publish Interim
Management Statements. However, it is
our intention to provide updates on our
trading performance in addition to the
annual and half year reports, generally on
a quarterly basis. All of these documents
are made available on our website at
www.drax.com. Significant matters
relating to trading and the development
of the business are disseminated to the
market by way of announcements via a
regulatory information service and those
announcements appear as soon as
practicable on our website.
Announcements are frequently followed
up with either conference calls or
presentations to provide further detail
and greater understanding. In addition,
face-to-face meetings are held with our
major institutional shareholders, and
other potential investors in the Group,
to assist them in their understanding of
the announcements and also to ensure
that the Board is aware of their views
and concerns. To aid our communication
with private investors, the investor
section of our website has been
developed to be a readily accessible and
transparent source of information to
enhance understanding of the business.
Public affairs
As in previous years, we maintained
our engagement with public affairs
audiences on issues with implications
for our business. With energy policy
still high on the political agenda we
had significant engagement with
Parliamentarians and officials at all
levels on issues including forthcoming
environmental legislation, renewables
policy and market reform issues.
The form of engagement was varied
and included both face-to-face and
written briefings, participation in public
consultations, written evidence to
inquiries, and visits by Parliamentarians
and officials to Drax Power Station. As in
the past, trade association membership
proved useful during the year. The ability
to meet with and discuss issues of the
day with other interested parties has
facilitated presentation of collective
positions on energy policy matters.
No political donations were made
in the UK or elsewhere during 2014
(2013: nil), and the Group’s contact with
those active in the political arena has
been and will continue to be aimed
solely at the promotion of the Group’s
business interests.
The definitions of EU political
expenditure are broad and there
is uncertainty about the extent to
which normal business activities,
which might not be thought to be
political expenditure in the usual sense,
could be considered to be political
expenditure within the meaning of the
legislation. The Company wishes to
avoid any inadvertent infringement of
the legislation and each year, through
a resolution at the Annual General
Meeting, seeks the authority of
shareholders to incur expenditure for the
Company and its subsidiaries for such
purposes of £100,000.
Community relations
We are committed to being a good
neighbour to our local community
and our “caring for the community”
philosophy involves being part of
local and regional communities.
Our involvement takes the form of
sponsoring a variety of local charities
and fundraising events, promoting our
own campaigns which focus on the
three themes of youth sport, education
and the environment, and maintaining
open communication channels and
good working relationships with the
region’s key opinion formers.
Sponsorship and fundraising
During 2014, the Group gave financial
support of £228,000 (2013: £200,000)
in total across a range of charitable and
non-charitable community causes.
Of that total, charitable donations
amounted to £154,000 (2013: £142,000).
Education in the community
We provide a choice of educational
experiences hosted by our team of
power station guides and, at times,
technical experts. A state-of-the-art
visitor centre is of particular interest
to students of all ages allowing them
to explore the properties of electricity,
discover how a power station works
and consider the environmental issues
related to electricity generation.
Another visitor opportunity exists at
our nature reserve that lies at the heart
of our ash disposal site. Established as
a sanctuary for over 100 species of
wildlife, it is specially designed to help
schoolchildren understand more about
the natural habitat and ecology of
the area.
Campaigns such as “Cricket in the
Community”, “Art in the Community”
and the “Community Pride Awards” are
now established in the annual calendar
of community events and continue to
prove popular.
Visitors to Drax
During 2014, we played host to some
12,700 visitors through organised tours
of the power station, and various activity
days and charity events. The tours and
activities have wide appeal attracting
schools and colleges as well as business
organisations, local and professional
associations and members of
our community.
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58
Drax Group plc
Annual report and accounts 2014
The Board of directors
Membership and process: Board of directors
Role of the Board
The Board determines: the Group’s strategy; the Group’s appetite
for risk; the internal control and risk management policies; the
Business Plan and principal performance indicators; acquisitions
and disposals and other transactions outside delegated
limits; material changes to accounting policies or practices;
significant financial decisions; capital structure and dividend
policy; shareholder communications; prosecution, defence or
settlement of material litigation; Group remuneration policy;
the terms of reference and membership of Board committees;
and the Board structure, composition and succession.
Terms of reference
The Board has adopted a schedule of matters reserved for its
decisions and formal terms of reference for its committees.
These are reviewed annually and are available to view on the
Group’s website at www.drax.com.
Matters which are not specifically reserved to the Board and its
committees under their terms of reference, or to shareholders
in General Meeting, are delegated to the Chief Executive
or otherwise delegated in accordance with a schedule of
delegated authorities approved by the Board.
Chairman
Charles Berry
As Chairman, Charles is responsible for the leadership of the Board and
ensuring its effectiveness in all aspects of its role. He liaises closely with
the Chief Executive and ensures that the non-executive directors are
provided with the right information to enable them to challenge and
monitor the executive in a robust manner.
Appointment to the Board:
15 December 2005 and was appointed Chairman on 17 April 2008.
Charles will retire as Chairman and a non-executive director at the
conclusion of the Annual General Meeting in April 2015.
Committee membership:
Nominations (Chairman) and Remuneration.
External appointments:
A non-executive director and Chairman of Senior plc and The Weir
Group PLC.
Previous experience:
Charles has extensive experience within the UK power sector. He joined
ScottishPower in 1991 and was appointed to the Board in 1999.
From 2000 to 2005, Charles was Chief Executive of the company’s UK
operations. Charles is also a former non-executive Chairman of Eaga plc,
Impax Environmental Markets, Securities Trust of Scotland and of THUS
Group plc.
Qualifications:
BSc (Hons) in Electrical Engineering and MSc in Management.
Composition
Number of meetings held in 2014
With the exception of Phil Cox, (who was appointed as a director on
1 January 2015) all of the directors listed below served throughout
the year and continued to be directors as at 23 February 2015.
Their biographical details appear on pages 58 to 61.
Executive:
4
Non-
executive:
5
8
The Board has eight scheduled
meetings each year. An additional
meeting was held by telephone
to address matters requiring
formal decisions.
1
In addition, the Board
meets at least annually
to consider strategy.
Philip Hudson
Group Company Secretary
Board diversity
The following chart illustrates the proportion of female and
male directors.
Male:
80%
Female:
20%
Executive
directors
Dorothy Thompson
Chief Executive
Peter Emery
Production Director
Tony Quinlan
Finance Director
Paul Taylor
Retail and Trading
Director
Chairman
Charles Berry
Independent
non-executive
directors
Phil Cox
Tim Cobbold
Melanie Gee
David Lindsell
Senior Independent
Director
Tony Thorne
59
Drax Group plc
Annual report and accounts 2014
Directors’ biographies
Phil Cox CBE
Independent non-executive
director and Chairman designate
Phil’s background is in finance and he
also has a recent and successful decade-
long track record in the power industry.
In recent years, he has concentrated on
his non-executive portfolio, developing
valuable board experience.
Appointment to the Board:
1 January 2015.
Committee membership:
None.
External appointments:
A non-executive director, Senior Independent
Director and Audit Committee Chairman
of Wm Morrison Supermarkets PLC and a
non-executive director of PPL Corporation, a
US-listed energy utility company.
Previous experience:
Phil was previously Chief Executive Officer,
International Power plc; Senior Vice President,
Operational Planning, Invensys plc; and Finance
Director of Siebe PLC. He was also previously
a non-executive director and Chairman of the
Audit Committee of Wincanton plc and a non-
executive director of Meggitt PLC .
Qualifications:
MA in Geography and a Fellow of the Institute of
Chartered Accountants in England and Wales
(FCA).
Dorothy Thompson CBE
Chief Executive
Tony Quinlan
Finance Director
As Chief Executive, Dorothy is
responsible for all aspects of the running
of the Group’s business, including
developing an appropriate business
strategy for Board approval and securing
its timely and effective implementation.
She provides leadership to the executive
team and takes responsibility for
the important external relationships
with customers, suppliers, regulatory
agencies and government bodies.
Appointment to the Board:
20 October 2005, having joined Drax in
September 2005.
Committee membership:
Executive.
External appointments:
A non-executive director of Johnson Matthey
plc and a non-executive director of the Court of
the Bank of England.
Previous experience:
Dorothy was previously the head of the
European business of InterGen NV, the power
generation subsidiary of Shell NV and Bechtel
Inc., responsible for the management and
operation of four gas-fired power plants,
totalling some 3,160MW of capacity across
the UK and the Netherlands. Prior to joining
InterGen NV in 1998, Dorothy was initially in
banking and subsequently was assistant group
treasurer for Powergen plc.
Qualifications:
BSc (Hons) and MSc in Economics.
As Finance Director, Tony is responsible
for the financial management of the
Group, and for relationships with the
Group’s bankers and financial advisers.
In addition to the Finance function,
he is responsible for the Group’s
communications function.
Appointment to the Board:
1 September 2008.
Committee membership:
Executive. Tony is also on the Board of the
Group’s US subsidiary, Drax Biomass Inc.
External appointments:
Vice Chairman of the Port of London Authority,
where he also chairs the Audit Committee.
Previous experience:
Tony qualified as a Chartered Accountant with
Coopers & Lybrand and subsequently joined
Marks & Spencer where he went on to hold
a number of senior positions within Internal
Audit, Corporate Finance, Investor Relations
and Financial Control. From 2005, he was
Director of Finance, the deputy to the Group
Finance Director.
Qualifications:
BSc (Hons) in Chemistry with Business Studies
and an Associate of the Institute of Chartered
Accountants in England and Wales (ACA).
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60
Drax Group plc
Annual report and accounts 2014
Directors’ biographies (continued)
Peter Emery
Production Director
Paul Taylor
Retail and Trading Director
Tim Cobbold
Independent non-executive director
As Production Director, Peter is
responsible for the operation of
the Group’s plant and equipment.
This includes all aspects of safety
management, plant integrity, plant
operations, engineering support,
maintenance and plant design.
As Retail and Trading Director, Paul
has responsibility for the trading of
power, other associated commodities
and freight and logistics. He is also
responsible for the retail division,
Haven Power, which sells electricity
to customers in the industrial and
commercial, and small and medium
enterprises markets.
Tim’s blend of financial and engineering
experience means that he is well
placed to contribute significantly to the
Board and its committees. His role as
a serving Chief Executive in a different
sector provides an added dimension to
his contribution.
Appointment to the Board:
20 October 2005, having joined Drax in
June 2004.
Appointment to the Board:
1 September 2011, having joined Drax in
July 2004.
Committee membership:
Executive. Paul is also Chairman of the Group’s
retail subsidiary, Haven Power Limited.
External appointments:
None.
Previous experience:
Paul has more than 15 years’ experience in
energy trading previously working for TXU
Europe and Powergen/E.ON UK. At TXU Europe
Paul led the UK electricity trading function
responsible for trading a combined portfolio of
over 7GW of power plant and a retail position of
more than 50TWh. Before energy trading Paul
worked in operational research.
Qualifications:
BSc (Hons) in Business Operation and Control.
Committee membership:
Executive.
External appointments:
A non-executive director of NG Bailey Limited.
A member of The Energy Research Partnership.
Previous experience:
Peter joined Esso Petroleum upon leaving
university and held a number of analyst and
managerial roles in the UK before moving to
Esso’s parent, Exxon in the US to co-ordinate
its downstream marketing and distribution
investments outside North America and
Canada. Peter returned to Esso’s Fawley Oil
Refinery in 1992 as plant technical services
manager. In 1997 he became refinery
maintenance manager, and in 2002 he was
appointed operations manager with full
management and operational responsibility for
Fawley Oil Refinery, the UK’s largest refinery.
He was also a member of ExxonMobil’s
European leadership team for refining.
Qualifications:
BSc (Hons) in Mining Engineering, Fellow of
the Institute of Materials, Minerals and Mining
(FMIMM) and completed the Advanced
Management Programme at INSEAD in 2007.
Appointment to the Board:
27 September 2010.
Committee membership:
Audit, Nominations and Remuneration.
External appointments:
Chief Executive of UBM Plc.
Previous experience:
Tim was previously the Chief Executive and
an executive director of De La Rue Plc, and
prior to that was the Chief Executive Officer of
Chloride Group plc, the leading international
provider of secure power solutions having
joined them in 2007 as Chief Operating Officer.
Following Emerson Electric’s takeover of
Chloride he held a senior position in Emerson,
responsible for the Chloride Group of companies.
He trained as a Mechanical Engineer and
qualified as a Chartered Accountant in 1987 and
joined Smiths Group plc (formerly TI Group plc) in
1989 where he held a number of senior financial
and operational management positions over an
18-year period.
Qualifications:
BSc (Hons) in Mechanical Engineering and a
Fellow of the Institute of Chartered Accountants
in England and Wales (FCA).
61
Drax Group plc
Annual report and accounts 2014
Melanie Gee
Independent non-executive director
David Lindsell
Senior independent
non-executive director
Tony Thorne
Independent non-executive director
Melanie’s blend of financial and
corporate experience means that she is
able to make a significant contribution
to the Board and its committees.
Her advisory role in a City firm brings
added insight to the Board.
David’s recent and relevant experience
in the areas of finance and audit are a
significant asset to the Board in his role
as Chairman of the Audit Committee.
Tony’s experience of operating in
different geographical territories is of
great value to the Board as the Group’s
operations develop.
Appointment to the Board:
1 January 2013.
Committee membership:
Audit, Nominations and Remuneration.
External appointments:
A senior adviser to Lazard & Co. Limited and a
non-executive director of The Weir Group PLC.
Previous experience:
Melanie joined Lazard & Co. Limited in 2008 as a
Managing Director and became a Senior Adviser
at the end of 2012. Prior to that, she was at UBS
Investment Bank (1982 to 2007), where she
held a number of senior positions in Corporate
Finance. Melanie was an alternate member of
The Takeover Panel between 2006 and 2013.
Qualifications:
MA in Mathematics.
Appointment to the Board:
29 June 2010.
Committee membership:
Remuneration (Chairman), Audit
and Nominations.
External appointments:
Chairman of the South East Coast
Ambulance Service.
Previous experience:
Tony was Chief Executive of DS Smith plc, the
international packaging and office products
group, from 2001 until his retirement from the
Board in May 2010. Previously he was President
of SCA’s corrugated packaging business. Prior to
this he spent 20 years with Shell International,
working throughout the world in senior
management roles, including strategic planning
and President of the Shell companies in Mexico.
Qualifications:
BSc (Hons) in Agricultural Economics.
Appointment to the Board:
1 December 2008.
Committee membership:
Audit (Chairman), Nominations
and Remuneration.
External appointments:
A non-executive director and Audit and Risk
Committee Chairman of Premier Oil plc; a
non-executive director and Remuneration
Committee Chairman of HellermannTyton
Group PLC; the deputy chair of governance of
the University of the Arts London and a trustee
and Audit Committee Chairman of Cancer
Research UK.
Previous experience:
David was a partner at Ernst & Young for
nearly 30 years. He specialised in audit
and assurance services and has extensive
experience across a range of industry sectors.
He was Deputy Chairman of the Financial
Reporting Review Panel from 2008 to 2012
and has served on a number of professional
bodies relating to financial reporting, including
the IFRS Advisory Council, the Auditing
Practices Board, the Turnbull Committee
and the European Financial Reporting
Advisory Group.
Qualifications:
Fellow of the Institute of Chartered
Accountants in England and Wales (FCA).
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62
Drax Group plc
Annual report and accounts 2014
The Executive Committee
Membership and process: The Executive Committee
Role of the Committee
The Executive Committee is the Chief Executive’s committee
and assists her in the execution of her duties focusing on
strategy, financial structure, planning and performance,
succession planning, organisational development and Group
wide policies.
Committee members
The biographical details of the members below appear on pages 58
and 61 (executive directors) and page 63 (senior management)
Executive:
3
Senior
management:
3
Committee Chairman
Dorothy Thompson CBE
Chief Executive
Number of meetings held in 2014
12
The Committee has 12 scheduled meetings each year, and arranges
additional meetings if the need arises.
Executive
directors
Peter Emery
Production Director
Tony Quinlan
Finance Director
Paul Taylor
Retail and
Trading Director
Chairman
Dorothy Thompson
Chief Executive
Senior
management
Philip Hudson
Group Company
Secretary
Andy Koss
Director of Strategy
Matthew Rivers
Director of Fuel
The Deputy Company Secretary acts as Secretary to the Committee.
New structure of the executive management team
From March 2015 a new structure of the
executive management team will come
into operation.
The Group is now made up of three separate
business units: Drax Biomass, Drax Power and
Haven Power.
The new structure is designed so that:
, each business unit will run under its own
management team; and
, the services needed to support the three
business units, and operate and optimise
the Group will be managed centrally through
Group functions.
The new structure will see the creation of
a Group Executive Board (“GEB”), which
will replace the Executive Committee and
be responsible for the overall running of
the business. There are some changes to
the roles and responsibilities of the senior
management team:
, Peter Emery will become Group Operations
Director, overseeing operational excellence
across the Group;
, Paul Taylor will become Group Commercial
Director, with responsibility for strategy and
commercial optimisation across the Group;
, Matthew Rivers will become Group
Sustainability Director. In this role he will
lead the sustainability strategy and activities
across the Group, and he will also retain
responsibility for Drax Biomass;
, Andy Koss will take up the new position
of CEO, Drax Power Limited and will draw
together the management team to lead our
power generation business;
, Tony Quinlan will continue in his current role;
and
, Peter Bennell, CEO, Haven Power Limited
will continue in his current role, but will join
the GEB.
This structure is designed with an eye to the
future and with growth of the business in
mind. Drax has made good progress on its
biomass transformation strategy. The GEB
plans to launch a full strategic review in 2015
to consider what other opportunities might be
attractive to the Group.
63
Drax Group plc
Annual report and accounts 2014
The Executive Committee members’ biographies
Philip Hudson
Group Company Secretary
Andy Koss
Director of Strategy
Matthew Rivers
Director of Fuel
As Group Company Secretary Philip is
responsible for the Group’s corporate
compliance and for the application
of good standards of corporate
governance. Philip is also Chair of
Trustees for the Drax section of the
Electricity Supply Pension Scheme.
Andy has responsibility for regulatory
issues, environmental strategy and
business development. Andy joined Drax
in 2005 to lead the refinancing as part
of the initial public offering in that year.
He has subsequently held a number of
positions, leading the corporate finance,
investor relations and commodity risk
management functions.
Matthew is responsible for our biomass
and coal purchases. Successful biomass
sourcing is at the core of the realisation
of our strategy. An important part of
Matthew’s biomass responsibilities is
that he has Group level responsibility for
our upstream investment activities in the
US. These activities are growing rapidly
as we move from the initial development
phase into commissioning pellet plants
and running an operational business.
Appointment to the Executive Committee:
8 May 2007 upon joining Drax.
Previous experience:
Philip joined Drax as General Counsel and
Company Secretary. He was previously at Kelda
Group plc (owner of Yorkshire Water), where he
held the same role. Philip has previously been
a solicitor in private practice. He also spent
several years as a solicitor in the in-house legal
department at Powergen.
Qualifications:
LLB (Hons), Solicitor.
Appointment to the Executive Committee:
1 November 2013, having joined Drax in
June 2005.
Appointment to the Executive Committee:
1 November 2013, having joined Drax in
November 2011.
Previous experience:
Prior to joining Drax, Andy was Deputy Group
Treasurer at Provident Financial plc. He has also
worked in investment banking managing middle
office functions for derivatives trading at UBS
and Dresdner Kleinwort Benson.
Qualifications:
BSc (Hons) Maths, Associate of the Institute
of Chartered Accountants England and Wales
(ACA). Member of the Association of Corporate
Treasurers (MCT).
Previous experience:
Matthew has previously been the Director
Energy Biomass and then Director Overseas
Wood & Biomass Sourcing at UPM in Finland.
Prior to that, Matthew was Managing Director
of Forestal Oriental Uruguay, responsible for
plantation management and wood supply.
Matthew has also been Managing Director,
UPM Tilhill, the UK’s largest private sector forest
management and timber harvesting business.
Qualifications:
BSc (For) Hons, MBA, FICFor, CEnv.
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64
Drax Group plc
Annual report and accounts 2014
Corporate governance
A commitment to good governance
Drax is committed to good corporate governance, which is a
cornerstone to a successful and sustainable company.
Charles Berry
Chairman
Chairman’s letter
I am pleased to present the Group’s Corporate governance
report for 2014. In 2014, we complied with the requirements
of the 2012 UK Corporate Governance Code except in relation
to provisions on tendering the appointment of auditors as
explained in the Audit Committee report on page 75.
At Drax we believe that governance is not only about following
good rules and setting up the right processes. It is as much
about how we actually do things. It is my role to ensure that
the Group is led by an effective Board which sets a tone of
openness, transparency and behaviour that matches our core
values. Good governance needs to be embedded throughout
the business to enable effective management. This is
increasingly important as the scope of the Group’s operations
has changed through the growth of our retail business, the
development of our supply chain operations and the US
business. The role of the Board in establishing the right culture
for all parts of the Group to work together is vital.
The Board regularly reviews the work involved in operating
the Group’s internal control and risk management systems.
It is important that we have the assurance that these are
embedded in the day-to-day operations of the business
and are addressing risks in line with the overall risk appetite
established by the Board. We have been pleased with the
incremental enhancement of these processes, particularly as
our operations have been changing, and with the additional
review of risk to ensure optimisation across the Group.
Part of my role as Chairman is to ensure that the Board is
aware of the views of shareholders. The Company and its
management are fortunate to enjoy the support of a stable
group of major shareholders who are extremely supportive.
I have found this to be the case from my meetings with
shareholders, which have been one of the most enjoyable
aspects of my time with Drax. In addition to meeting
with shareholders, we also commissioned a shareholder
audit in 2014 which was undertaken by Makinson Cowell
Limited (“Makinson Cowell”), an independent capital
markets consultancy firm and part of the KPMG Group.
This corroborated the Board’s impression of shareholders’
views, particularly their support for the Group’s biomass
strategy and its implementation. We do note that shareholders
recognise that uncertainty can arise from the political and
regulatory environment in which we operate. The Board has
a clear focus on the need to ensure that the business is robust
in this environment.
With Phil Cox taking over from me as Chairman after the
Annual General Meeting (“AGM”) I am confident that I will be
leaving the Board with an excellent balance of skills, expertise
and experience to take the Group forward. Diversity is part of
this mix, and our policy is to ensure that diversity (including
gender diversity) is one of the factors taken into account when
considering appointments to the Board and senior roles.
More detail on our corporate governance arrangements is set
out on the following pages.
Charles Berry
Chairman
65
Drax Group plc
Annual report and accounts 2014
Our governance framework
Governance structure
The Chairman
The Board
Audit Committee
Remuneration Committee
Nominations Committee
Chief Executive
Assurance
Group Risk
Management
Committee
Accountability
Executive Committee
Drax Biomass
Risk Management
Committee
Treasury and
Commodity
Risk Management
Committee
Haven Power
Risk Management
Committee
Regulation and
Strategy
Risk Management
Committee
Corporate Services
Risk Management
Committee
Safety, Health,
Environment and
Production Integrity
Committee
Risks:
Development,
Engineering,
Corporate, Legal,
Financial etc.
Risks:
Treasury, Commodity
and Trading
Risks:
Haven operational
Risks:
Regulatory
and Strategic
development
Risks:
Compliance, HR, IT,
Reputational and
Corporate Finance
Risks:
Health and Safety,
Technical plant
and Environmental
performance
How the Board functions
The Board receives regular reports on performance against
the Business Plan and periodic business reports from senior
management. Directors are briefed on matters to be discussed
at meetings by papers distributed in advance of Board and
committee meetings.
The Board has adopted a policy whereby directors may, in the
furtherance of their duties, seek independent professional
advice at the Company’s expense. During 2014, no director
sought independent professional advice pursuant to the policy.
The Company Secretary is responsible for advising the Board
on all governance matters, ensuring good information flows
within the Board, its committees and senior management,
and ensuring that Board processes are complied with. He is
also responsible for compliance with the Listing, Prospectus,
Disclosure and Transparency Rules and the Companies
Act. In his role he is also responsible for advising the Board
on legal matters and has responsibility for the Company
Secretarial, Group Legal and Human Resources functions, and
for the management of the Group’s internal control and risk
management framework and processes.
The Company’s Articles of Association (the “Articles”) give the
directors power to authorise conflicts of interest. The Board
has adopted a procedure that has operated effectively, by
which situations giving rise to potential conflicts of interest
are identified to the Board, considered for authorisation and
recorded. The Articles also allow the Board to exercise voting
rights in Group companies without restriction (e.g. so as to
appoint a director to the Board of a Group company without
this counting as a conflict requiring authorisation).
Each director has the benefit of a deed of indemnity from the
Company and its subsidiaries in respect of claims made and
liabilities incurred, in either case arising out of the bona fide
discharge by the director of his or her duties. The Company has
also arranged appropriate insurance cover in respect of legal
action against directors of the Company and its subsidiaries.
Selection, appointment, review and re-election
Notwithstanding the provisions of the Articles, which provide
that one-third of directors shall retire by rotation each year
and are eligible for re-election by shareholders at the AGM,
and in accordance with the UK Corporate Governance Code,
the Company will continue to propose all directors for annual
re-election. Accordingly, each of Tim Cobbold, Peter Emery,
Melanie Gee, David Lindsell, Tony Quinlan, Paul Taylor, Dorothy
Thompson and Tony Thorne will retire at the forthcoming AGM
and, being eligible, offer themselves for re-election.
Charles Berry will retire at the conclusion of the forthcoming
AGM and will not seek re-election.
The Articles require that, following appointment to the Board,
directors submit themselves for election by shareholders at the
first AGM following their appointment. Phil Cox’s appointment
to the Board was since the last AGM and, therefore, he will
retire and offer himself for election by shareholders at the
forthcoming AGM .
The evaluation of the Board described below concluded that
the directors offering themselves for election or re-election
continue to demonstrate commitment, management
and industry expertise in their particular role and to
perform effectively.
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Drax Group plc
Annual report and accounts 2014
Corporate governance (continued)
The election or re-election of each director is recommended
by the Board. Details of the service contracts for the executive
directors and letters of appointment for the non-executive
directors are set out in a table on page 92.
It is the Board’s policy that each non-executive director will
be appointed for a term of three years which, subject to the
Board being satisfied as to the director’s performance and
commitment, and a resolution to re-elect at the appropriate
AGM, may be renewed by mutual agreement. However, it is the
Board’s policy not to extend the aggregate period of service
of any independent non-executive director beyond nine years,
and any proposal made to extend a non-executive director’s
aggregate period of office beyond six years is the subject
of a rigorous review. Such reviews in cases where a director
remains in office after six years, will be conducted annually, as
part of the evaluation of the Board.
The Board is satisfied that all the directors are able to devote
sufficient time to their duties as directors.
Performance reviews and directors’ development
The effectiveness of the Board is vital to the success of
the Group. Having used an external facilitator in 2013 to
conduct the annual review of the effectiveness of the
Board, its committees and individual directors, the review
was facilitated internally in 2014. Each director completed a
questionnaire covering matters including strategy, objectives,
performance monitoring, succession and management
development, process and governance, and matters relating
to the general business environment in which the Group
Committees of the Board
operates. Directors were asked to provide scores against
specific statements and to provide narrative comment.
The review concluded that each of, the Board, its individual
directors and its committees were effective. No significant
areas of concern were identified, but some suggestions to
improve effectiveness were made. In particular, directors
recognised the importance of energy policy and the regulatory
environment to the Group’s strategy and agreed to consider
further steps to maintain their knowledge and understanding
in this area. There were also some practical suggestions made
to improve the means by which non-executive directors can
further contribute and add value to the Group.
During the year, the Chairman held a meeting with the non-
executive directors in the absence of the executive directors,
and the Senior Independent Director held a meeting with
the non-executive directors without the Chairman being
present, as required by provision A.4.2 of the UK Corporate
Governance Code.
The Board is committed to the development of all employees
and directors and has reviewed and will periodically continue
to review each director’s development requirements and make
appropriate arrangements to address them. All new directors
receive an induction, including being provided with information
about the Group and their responsibilities, meetings with key
managers and visits to the Group’s sites.
In addition, each non-executive director visits operational sites
both in the UK and the US. Periodically, they also meet with
senior management to be briefed on the Group’s business and
specific Board training days are arranged, where appropriate,
involving presentations on relevant topics.
The table below details the standing committees established by the Board and the membership thereof:
Committee
Charles Berry
Tim Cobbold
Peter Emery
Melanie Gee
Philip Hudson(3)
David Lindsell
Tony Quinlan
Paul Taylor
Audit
Nominations
Remuneration
Invited to attend
Member
–
Member
Secretary
Chairman
Invited to attend
–
Chairman
Member
–
Member
Secretary
Member
–
–
Member
Member
–
Member
Secretary
Member
–
–
Defence
Member
Member
Executive(1)
Group Risk(2)
–
–
–
–
–
Member
Member
Member
Secretary
–
Chairman
–
–
–
Member
Chairman
–
Member
Member
–
Member
Member
Dorothy Thompson
Invited to attend
Invited to attend
Invited to attend
Member
Chairman
Invited to attend
Tony Thorne
Notes:
Member
Member
Chairman
–
–
–
(1) The Executive Committee is a committee through which the Chief Executive discharges her duties in respect of the day-to-day management of the Group. In addition to those named above, Andy Koss
(Director of Strategy) and Matthew Rivers (Director of Fuel) are also members. Phil White (Deputy Company Secretary) acts as Secretary to the Executive Committee.
(2) In addition to those named above, Janet Arsenault (SVP Legal, US) and Rachel Kemsley (Finance Director, Haven Power) each chair a risk committee which reports to this Committee.
(3) Philip Hudson is the Group Company Secretary.
Details of the work of the Audit, Nominations and Remuneration Committees are given in the respective reports of those
committees. The terms of reference for the committees are reviewed annually by each committee and then by the Board
and are available on the Group’s website at www.drax.com
Group Risk Management Committee
The Group Risk Management Committee (“GRMC”) overseas the operation of the Group’s risk management system and
internal controls and co-ordinates the activities of the six business risk committees. The GRMC provides oversight of Group risk
optimisation and cross-Group risk issues. Four meetings of the GRMC were held in 2014.
67
Drax Group plc
Annual report and accounts 2014
The purpose of the GRMC is to:
, monitor the risk management process on a Group wide basis;
, maintain the Consolidated Risk Register and Cross-Group
Risk Register;
, oversee the risk management process in relation to
cross-Group risks;
, provide an escalation route for Risk Committees who
disagree on materiality or probability of a shared or
common risk;
, assist in the risk analysis conducted within the business units
and identify areas where best practice in one area can be
transferred to another;
, provide additional assurance on the control environment;
, make recommendations to improve effectiveness of internal
controls; and
, make recommendations for changes in procedures
and policies.
Directors’ interests, indemnity arrangements
and other significant agreements
Other than a deed of indemnity between each director, the
Company and each of its subsidiaries in respect of claims
made and personal liability incurred as a result of the bona fide
discharge of the directors’ responsibilities, a service contract
between the executive directors and a Group company, or
as noted in the Remuneration Committee report, no director
had a material interest at any time during the year in any
contract of significance with the Company or any of its
subsidiary undertakings.
There are no agreements between the Group and its directors
providing for compensation for loss of office or employment
that occurs because of a takeover bid.
The Board has reviewed the independence of each non-
executive director. None of the non-executive directors who
have served during the year had any material business or other
relationship with the Group, and there were no other matters
that were likely to affect their independence of character and
judgement. The Board therefore considers all of the non-
executive directors to be independent.
Board and Board Committee attendance
The table below shows the number of meetings and attendance at them by directors of the Board, Audit, Nominations and
Remuneration Committees during 2014. The number in brackets represents the maximum number of meetings that each
individual was entitled to and had the opportunity to attend.
Charles Berry
Tim Cobbold
Peter Emery
Melanie Gee
David Lindsell
Tony Quinlan
Paul Taylor
Dorothy Thompson
Tony Thorne
Notes:
Time on the Board
(years/months)
Time with Drax(1)
(years/months)
Board(2)
Audit
Committee
Nominations
Committee(3)
Remuneration
Committee
9/0
4/3
9/2
2/0
6/1
6/4
3/4
9/2
4/6
9/0
4/3
10/6
2/0
6/1
6/4
10/6
9/3
4/6
9(9)
8(9)
9(9)
9(9)
9(9)
9(9)
9(9)
9(9)
9(9)
–
4(4)
–
4(4)
4(4)
–
–
–
3(3)
6(6)
–
6(6)
6(6)
–
–
–
4(4)
3(4)
–
4(4)
4(4)
–
–
–
4(4)
6(6)
4(4)
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(1) This includes both the time spent on the Board of Drax Group plc and also the effective predecessor companies Drax Group Limited and Drax Power Limited, up to 31 December 2014.
(2) The Board meetings identified include the Board’s annual review of strategy. In addition to the meetings , there is a conference call arranged to update the Board in each month (except August) when
there is no scheduled meeting.
(3) Charles Berry did not attend meetings of the Nomination Committee at which his succession was considered.
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Time commitment
Under the terms of his letter of appointment, the Chairman is
expected to commit between 50 and 70 full days a year to fulfil
his role.
Under the non-executives’ letters of appointment, the
time commitment each is expected to give in respect
of membership of the Board, is 12 to 15 full days a year.
That includes attendance at Board meetings, the AGM,
one annual Board strategy day and at least one site visit per
year. In addition, they are expected to devote appropriate
preparation time ahead of each meeting. The time
commitment expected in respect of their membership of
committees of the Board, notably the Audit, Nominations and
Remuneration Committees, is an additional three to four full
days a year in each case.
Non-executive directors also spend time with management in
order to maintain their knowledge of the developing business
and to understand the operational challenges being faced.
Corporate governance
The Group is committed to high standards of corporate
governance, details of which are given in this Corporate
governance report and the Audit, Nominations and
Remuneration Committee reports set out on pages 73 to 96.
The various sections of this report contain in summary certain
provisions of the Company’s current Articles of Association (the
“Articles”) and applicable English law concerning companies
(the Companies Act 2006). This is a summary only and the
relevant provisions of the Articles or the Companies Act should
be consulted if further information is required.
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68
Drax Group plc
Annual report and accounts 2014
Corporate governance (continued)
Compliance with the UK Corporate
Governance Code
It is the Board’s view that throughout the period commencing
on 1 January 2014, there has been full compliance with the
principles of the UK Corporate Governance Code (the “Code”)
issued in September 2012, and this compliance is illustrated in
the details set out in this report. However, the Board has, on the
recommendation of the Audit Committee, taken the decision
not to comply for the time being with provision C.3.7. of the
Code, to put the external audit contract out to tender at least
every ten years. A detailed explanation is included within the
Audit Committee report on page 75.
Internal control
Details of the Group’s system of internal control and
risk management are contained in the Principal risks
and uncertainties section together with the Directors’
responsibilities statement in accordance with the UK
Corporate Governance Code.
Relations with shareholders
The Chairman is keen to ensure that he maintains an open
relationship with the Group’s major shareholders and
communicates directly with them, offering the opportunity
to meet any other directors in order that the Board can
understand their views on the Group, be it corporate
governance issues or any other points they might wish to raise.
The Board also reviews and discusses the investor feedback
from post-results investor meetings conducted by the Chief
Executive and the Finance Director in the UK, Europe and
the US. These took place following both the preliminary and
half year results announcements in 2014. Makinson Cowell
is engaged by the Group to advise and assist in relation to
communications with shareholders.
The Company’s private registered shareholders hold, in
aggregate, approximately 0.6% of the issued share capital.
The Board is as interested in their concerns as it is in the
concerns of institutional and corporate shareholders.
All shareholders are free to put questions to the Board at
the AGM. Questions asked in person at the AGM will receive
a verbal response whenever possible. Otherwise a written
response will be provided as soon as practicable after the
AGM. Questions asked at other times will normally receive a
written response. Shareholders attending the AGM will have an
opportunity to meet informally with the directors immediately
after the meeting.
All information reported to the market via a regulatory
information service also appears as soon as practicable on the
Group’s website.
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 and strategy. Pages 1
to 57 provide an assessment of the Group’s affairs. The Annual
report and accounts is available to shareholders at least 20
working days before the AGM. Registered shareholders receive
a Form of Proxy which provides for a shareholder to vote in
favour or against, or to indicate abstention as an alternative
on each separate resolution. Particulars of aggregate proxies
lodged are announced to the London Stock Exchange and
placed on the Group’s website as soon as practicable after the
conclusion of the AGM.
Statutory information
Annual General Meeting
A separate document contains the notice convening the AGM
and a description of the business to be conducted.
Share capital
The Company has only one class of equity shares, which are
ordinary shares of 11 16⁄29 pence each. There are no restrictions
on the voting rights of the ordinary shares.
Shares in issue
At 1 January 2014
Issued in period through the BMP(1)
Issued in period through the SAYE(2)
At 31 December 2014
Issued between 1 January and 24 February 2015
through the BMP(3)
At 23 February 2015
Notes:
402,566,332
2,129,475
125,754
404,821,561
8,184
404,829,745
(1) 85 members of the Bonus Matching Plan had shares Vest at the third anniversary following the
Award and one member had shares vest upon his retirement.
(2) 101 members of the SAYE Plan exercised options at the maturity of their 2011 three-year grant,
five members exercised options upon retirement and seven members exercised options
following redundancy.
(3) Two members of the Bonus Matching Plan had shares vest upon retirement.
No other ordinary shares were issued during the year and the
Company held no treasury shares during 2014.
Authority to purchase own shares
At the AGM held on 23 April 2014, shareholders resolved to
authorise the Company to make market purchases of up to 10%
of the issued ordinary share capital. At the forthcoming AGM,
shareholders will be asked to renew this authority. Details are
contained in the Notice of the AGM.
The Company did not purchase any of its own shares
during 2014.
Rights and obligations attaching to shares
The rights and obligations attaching to the ordinary shares are
set out in the Articles. The Articles may only be changed by the
shareholders by special resolution.
69
Drax Group plc
Annual report and accounts 2014
Variation of rights
Shares in uncertificated form
Directors may determine that any class of shares may be
held in uncertificated form and title to such shares may be
transferred by means of a relevant system or that shares of
any class should cease to be held and transferred. Subject to
the provisions of the Companies Act, the CREST Regulations
and every other statute, statutory instrument, regulation or
order for the time being in force concerning companies and
affecting the Company. The provisions of the Articles shall not
apply to shares of any class which are in uncertificated form to
the extent that the Articles are inconsistent with the holding
of shares of that class in uncertificated form, the transfer of
title to shares of that class by means of a relevant system or any
provision of the CREST Regulations.
Voting
Subject to the Articles generally and to any special rights or
restrictions as to voting attached by, or in accordance with,
the Articles to any class of shares, on a show of hands every
member who is present in person at a General Meeting shall
have one vote and, on a poll, every member who is present
in person or by proxy shall have one vote for every share of
which he/she is the holder. It has been the Company’s practice
since incorporation to hold a poll on every resolution at Annual
General Meetings and Extraordinary General Meetings.
Shares are held by the trustee on behalf of employees in
respect of the Group’s Share Incentive Plan. The voting rights
attached to such shares are not directly exercisable by the
employees. The employee may direct the trustee on how
to vote at the AGM and the trustee may only cast its vote in
respect of shares/voting rights over which it has received a
valid direction from employees.
Under the Companies Act, members are entitled to appoint a
proxy, who need not be a member of the Company, to exercise
all or any of their rights to attend and to speak and vote on their
behalf at a General Meeting or class meeting. A member may
appoint more than one proxy in relation to a General Meeting
or class meeting provided that each proxy is appointed to
exercise the rights attached to a different share or shares
held by that member. A member that is a corporation may
appoint one or more individuals to act on its behalf at a General
Meeting or class meetings as a corporate representative.
Subject to statute, the Articles specify that rights attached
to any class of shares may be varied with the written consent
of the holders of not less than three-quarters in nominal
value of the issued shares of that class, or with the sanction
of an extraordinary resolution passed at a separate General
Meeting of the holders of those shares. At every such separate
General Meeting the quorum shall be two persons holding or
representing by proxy at least one-third in nominal value of the
issued shares of the class (calculated excluding any shares held
as Treasury shares). The rights conferred upon the holders of
any shares shall not, unless otherwise expressly provided in
the rights attaching to those shares, be deemed to be varied
by the creation or issue of further shares ranking pari passu
with them.
Transfer of shares
All transfers of shares which are in certificated form may be
effected by transfer in writing in any usual or common form or
in any other form acceptable to the directors and may be under
hand only. The instrument of transfer shall be signed by or on
behalf of the transferor and (except in the case of fully paid
shares) by or on behalf of the transferee. The transferor shall
remain the holder of the shares concerned until the name of
the transferee is entered in the register. All transfers of shares
which are in uncertificated form may be effected by means of
the CREST system.
The directors may decline to recognise any instrument of
transfer relating to shares in certificated form unless it:
a)
is in respect of only one class of share; and
b)
is lodged at the transfer office (duly stamped if required)
accompanied by the relevant share certificate(s) and such
other evidence as the directors may reasonably require to
show the right of the transferor to make the transfer (and,
if the instrument of transfer is executed by some other
person on his/her behalf, the authority of that person so
to do).
The directors may, in the case of shares in certificated form,
at their absolute discretion and without assigning any reason
therefore, refuse to register any transfer of shares (not being
fully paid shares) provided that, where any such shares are
admitted to the Official List of the London Stock Exchange,
such discretion may not be exercised in such a way as to
prevent dealings in the shares of that class from taking place
on an open and proper basis. The directors may also refuse to
register an allotment or transfer of shares (whether fully paid or
not) in favour of more than four persons jointly.
If the directors refuse to register an allotment or transfer, they
shall send within two months after the date on which the letter
of allotment or transfer was lodged with the Company, to the
allottee or transferee, notice of the refusal.
A shareholder does not need to obtain the approval of the
Company, or of other shareholders of shares in the Company,
for a transfer of shares to take place.
The Articles provide that the directors must give reasons for
any refusal to register a transfer of shares in accordance with
the Companies Act.
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70
Drax Group plc
Annual report and accounts 2014
Corporate governance (continued)
Deadlines for exercising voting rights
Restrictions on voting
Votes are exercisable at a General Meeting of the Company in
respect of which the business being voted upon is being heard.
Votes may be exercised in person, by proxy, or in relation to
corporate members, by corporate representative. The Articles
provide a deadline for submission of proxy forms of not less
than 48 hours before the time appointed for the holding of the
meeting or adjourned meeting.
No member shall, unless the directors otherwise determine,
be entitled in respect of any share held by him/her to vote
either personally or by proxy at a shareholders’ meeting or to
exercise any other right conferred by membership in relation
to shareholders’ meetings if any call or other sum presently
payable by him/her to the Company in respect of that share
remains unpaid. In addition, no member shall be entitled to vote
if he/she has been served with a notice after failing to provide
the Company with information concerning interests in those
shares required to be provided under the Companies Act.
Interests in voting rights
As at 23 February 2015, the Company has been notified, in accordance with the Financial Conduct Authority’s Disclosure and
Transparency Rules, of the following interests in the voting rights of the Company:
Date last TR1
notification made
Number of voting
rights directly held
Number of voting
rights indirectly held
Number of voting
rights in qualifying
financial
instruments
Invesco plc
08.01.2015
–
105,534,864
Artemis Investment Management LLP
10.02.2014
19,257,920
1,959,839
Schroders plc
Orbis Holdings Limited
Woodford Investment Management LLP
04.02.2015
14.01.2015
19.08.2014
–
_
_
20,269,066
16,452,561
21,703,125
–
–
–
_
_
Note:
(1) As at the date of the last TR1 notification made to the Company by the investor.
Total number of
voting rights held
% of the
issued share
capital held(1)
105,534,864
26.06%
21,217,759
20,269,066
16,452,561
21,703,125
5.27%
5.00%
4.06%
5.36%
Other significant agreements
Under a £100 million amortising term loan facility agreement
dated 20 December 2012 between, amongst others, Drax
Finance Limited and the Prudential M&G UK Companies
Financing Fund, on a change of control, if any lender requires,
it may by giving notice to Drax Finance Limited and the facility
agent within 30 days of receiving notice from Drax Finance
Limited that a change of control has occurred, cancel its
commitments and require the repayment of its share of any
outstanding amounts within three business days of such
cancellation notice being given.
Under a £50 million amortising term loan facility agreement
dated 20 December 2012 between, amongst others, Drax
Finance Limited and the Green Investment Bank, on a change
of control, if any lender requires, it may by giving notice to
Drax Finance Limited and the facility agent within 30 days of
receiving notice from Drax Finance Limited that a change of
control has occurred, cancel its commitments and require the
repayment of its share of any outstanding amounts within
three business days of such cancellation notice being given.
Under a £400 million revolving credit facility agreement dated
20 December 2012 between, amongst others, Drax Power
Limited and Barclays Bank PLC (as facility agent), on a change
of control, if any lender requires, it may by giving notice to Drax
Power Limited and the facility agent within 30 days of receiving
notice from Drax Power Limited that a change of control has
occurred, cancel its commitments and require the repayment
of its share of any outstanding amounts within three business
days of such cancellation notice being given.
Under a £75 million guarantee issued by The Lords
Commissioners of Her Majesty’s Treasury dated 23 April 2013 in
respect of a £75 million guaranteed loan note instrument issued
by Drax Finance Limited to Friends Life Limited, on a change of
control, if the guarantor requires, it may by giving notice to Drax
Finance Limited within 30 days of receiving notice from Drax
Finance Limited that a change of control has occurred, require
redemption of the outstanding loan notes and repayment of
any outstanding amounts due under the guarantee within
three business days of such notice being given.
Under two note purchase agreements dated 8 May 2014 of
£100 million in aggregate, in each case between Drax Finance
Limited and various funds managed by M&G Investments, on
a change of control, if a noteholder requires, it may by giving
notice to Drax Finance Limited within 30 days of receiving
notice from Drax Finance Limited that a change of control has
occurred, require redemption of the outstanding loan notes
held by the noteholder within three business days of such
notice being given.
Under the terms of the above credit facility agreements, a
“change of control” occurs if any person or group of persons
acting in concert gains control of Drax Group plc.
There are no other significant agreements to which the Group
is a party that take effect, alter or terminate upon a change of
control of the Group following a takeover bid.
71
Drax Group plc
Annual report and accounts 2014
Auditors and the disclosure of information to the auditor
So far as each person who is a director at the date of approving
this report is aware, there is no relevant audit information,
being information needed by the auditor in connection
with preparing the report, of which the auditor is unaware.
Having made enquiries of fellow directors, each director has
taken all steps that he/she ought to have taken as a director
to ascertain any relevant audit information and to establish
that the auditor is aware of that information. This information
is given and should be interpreted in accordance with the
provisions of Section 418 of the Companies Act.
In accordance with Section 489 of the Companies Act, a
resolution is to be proposed at the AGM for the reappointment
of Deloitte LLP as the auditor of the Group. A resolution will
also be proposed authorising the directors to determine the
auditor’s remuneration. The Audit Committee reviews the
appointment of the auditor, the auditor’s effectiveness and
relationship with the Group, including the level of audit and
non-audit fees paid to the auditor. Further details on the work
of the auditor and the Audit Committee are set out in the Audit
Committee report on pages 73 to 76.
Directors’ report
The directors present their annual report on the affairs of the
Group, together with the financial statement and auditor’s
report for the year ended 31 December 2014. The Corporate
governance section set out on pages 64 to 71 forms part of
this report.
No significant events since the balance sheet date have arisen.
An indication of likely future developments in the business
of the Company and details of research and development
activities are included in the Strategic report on pages 1 to 57.
Information about the use of financial instruments by the
Company and its subsidiaries is given in note 20 to the
consolidated financial statements.
By order of the Board.
Philip Hudson
Group Company Secretary
23 February 2015
Registered office:
Drax Power Station
Selby
North Yorkshire YO8 8PH
Registered in England and Wales No. 5562053
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72
Drax Group plc
Annual report and accounts 2014
Directors’ responsibilities statement
The directors are responsible for preparing the Annual report
and the financial statements in accordance with applicable law
and regulations.
Company law requires the directors to prepare financial
statements for each financial year. Under that law the directors
are required to prepare the Group financial statements in
accordance with International Financial Reporting Standards
(IFRSs) as adopted by the European Union and Article 4
of the IAS Regulation and have elected to prepare 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
accounts unless they are satisfied that they give a true and fair
view of the state of affairs of the company and of the profit or
loss of the company for that period.
In preparing the parent company financial statements, the
directors are required to:
, select suitable accounting policies and then apply
them consistently;
, make judgements and accounting estimates that are
reasonable and prudent;
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 enable
them to ensure that the financial statements comply with
the Companies Act 2006. They are also responsible for
safeguarding the assets of the Company 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 corporate and financial information included
on the Company’s website. Legislation in the United Kingdom
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
, the financial statements, prepared in accordance with the
relevant financial reporting framework, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole;
, state whether applicable UK Accounting Standards have
, the Strategic report includes a fair review of the
been followed, subject to any material departures disclosed
and explained in the financial statements; and
, prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Company will
continue in business.
In preparing the group financial statements, International
Accounting Standard 1 requires that directors:
, properly select and apply accounting policies;
, present information, including accounting policies, in a
manner that provides relevant, reliable, comparable and
understandable information;
, provide additional disclosures when compliance with the
specific requirements in IFRSs are insufficient to enable
users to understand the impact of particular transactions,
other events and conditions on the entity’s financial position
and financial performance; and
, make an assessment of the Company’s ability to continue as
a going concern.
development and performance of the business and the
position of the Company and the undertakings included
in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that
they face; and
, the Annual report and financial statements, taken as a
whole, are fair, balanced and understandable and provide
the information necessary for shareholders to assess the
Company’s performance, business model and strategy.
By order of the Board
Dorothy Thompson CBE
Chief Executive
Tony Quinlan
Chief Financial Officer
23 February 2015
23 February 2015
73
Drax Group plc
Annual report and accounts 2014
Audit Committee report
Membership and process: Audit Committee
Role of the Committee
The Committee assists the Board to fulfil its oversight
responsibilities. Its primary functions are to:
, monitor the integrity of the financial statements and other
information provided to shareholders;
, review significant financial reporting issues and judgements
contained in the financial statements;
, review the systems of internal control and risk management;
, maintain an appropriate relationship with the Group’s
external auditor and review the effectiveness and objectivity
of the external audit process;
, monitor and review the effectiveness of the internal audit
function (which is provided by Grant Thornton UK LLP),
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
, advise the Board on whether the Committee believes
the Annual report and accounts are fair, balanced
and understandable.
Committee Chairman
David Lindsell
Senior independent
non-executive director
Committee members
Tim Cobbold, Melanie Gee, David Lindsell and Tony Thorne
all of whom are independent non-executive directors.
The Board is satisfied that the membership of the
Committee meets the requirement for recent and relevant
financial experience. The Group Company Secretary acts
as Secretary to the Committee.
Attending by invitation
Chairman of the Board, Chief Executive, Finance Director,
Group Financial Controller, Group Finance Manager, Head of
Risk Management, External auditor, Internal auditor.
Terms of reference
Number of meetings held in 2014
4
At meetings in February and July 2014, the Committee
reviewed the Group’s Preliminary results announcement
and Annual report and accounts, and the Half year results
announcement and Half year report respectively. At these
meetings, the Committee received reports from management
and the external auditor on the application of accounting
policies on significant estimates and judgements made in
preparing the financial statements, and on the methods
used to account for any significant or unusual transactions.
Our principal accounting policies are set out in the notes to the
accounts. In respect of all such matters, the external auditor
concurred with the judgements made by management and
the Committee was satisfied that the accounting policies were
applied appropriately and the estimates and judgements made
were appropriate. In addition, the Committee also satisfied
itself of the independence and objectivity of the external
auditor on the basis set out below under “Independence of the
external audit”.
The terms of reference for the Committee are reviewed
annually by the Committee and then by the Board. The terms
of reference are available on the Group’s website at
www.drax.com.
No changes to the terms of reference were considered to be
necessary following review in July 2014.
The Chairman of the Committee reports the Committee’s
deliberations to the following Board meeting and the minutes
of each meeting of the Committee are circulated to all
members of the Board.
In undertaking its duties, the Committee has access to the
services of the Finance Director and the Group Company
Secretary and their resources, as well as access to external
professional advice.
Main activities during the year
During the year, the Committee undertook its duties in
accordance with an agreed annual work plan. The routine
items which are put to each meeting are as follows the
Committee’s rolling annual plan review, reports from the
internal audit function on the progress of their programme for
the year including fee analysis and new internal audit reports.
The Committee continues to focus on specifically identified
strategic risk areas, as well as ensuring the provision of a core
compliance assurance service. No significant weaknesses
were identified in any of the internal audit reports although
certain improvements in processes and procedures were made
as a result of reviews.
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74
Drax Group plc
Annual report and accounts 2014
Audit Committee report (continued)
Reviewing the 2014 Annual report and accounts
At the meeting in February 2015, the Committee reviewed the
content of the 2014 Annual report and accounts, alongside a
paper on accounting issues and judgements impacting the
accounts. The significant issues and judgements considered
were as follows:
, ROCs and LECs – The value of ROCs and LECs is recognised
as they are earned through generating electricity from
burning biomass. Accordingly, the value is deducted from
the cost of the biomass burnt and held on the balance sheet
until sold. The valuation is necessarily based on assumptions
regarding future sales prices of these instruments in the
market. The Committee was satisfied that the assumptions
made by management were appropriate and that the
Company’s accounting policy for ROCs and LECs has been
applied in a manner consistent with the previous year
(see note 14 to the consolidated financial statements);
, Derivatives – As explained in more detail in note 20 to
the consolidated financial statements, the Group enters
into commodity contracts to manage its exposure
to commodity price movements and forward foreign
currency exchange contracts to manage its exposure to
transactions denominated in currencies other than sterling.
The Committee gained assurance regarding the valuation
of and movements in the Group’s derivative contracts
through management reports on derivative valuations
supported by market data, detailed reports of the year end
positions, and discussion with management regarding
the approach taken to fair value measurement and the
application of hedge accounting. The Committee also
noted that an independent review of internal controls over
certain aspects of trading activities during the year had
raised no significant issues; and
, Property, plant and equipment – The net book value of
the Group’s property, plant and equipment was £1.7 billion
at 31 December 2014 (see note 11 to the consolidated
financial statements). The useful economic lives of assets
making up a large proportion of this balance are based on
the assumed economic life of the Drax Power Station as a
whole. This assumption therefore has a material impact on
the depreciation charge in the income statement and the
carrying value of the assets concerned. The Committee
received a report on the outcome of a review by
management of the useful economic life of Drax Power
Station and was satisfied that the 35-year life set in 2004
remained appropriate. The Committee also discussed with
management the possibility that, due for example to new
regulatory requirements and/or the biomass transformation
project, any assets in the balance sheet were impaired.
The Committee was satisfied that, based on reviews carried
out by management, no firm indicators of asset impairment
had been identified.
Explanation of the critical accounting judgements,
estimates and assumptions is set out in detail in note 3 to the
consolidated financial statements.
In addition, other matters relating to the application of
accounting policies or accounting treatment have been
considered during the year at the February, July and November
2014 meetings, and again at the February 2015 meeting in
relation to our financial reports. These included:
, the accounting judgements, estimates and assumptions in
relation to ROC valuation and income recognition, obligations
under the Community Energy Savings Programme,
retirement benefit obligations (pension), taxation and
investments. Further detail on these areas can be found in
note 3 to the consolidated financial statements; and
, other accounting issues, namely in relation to application
of accounting policies or accounting treatment (capital
expenditure, segmental reporting), accounting for
Contracts for Difference (CfDs) and new items in the
financial statements were reviewed. Where applicable our
accounting policies are set out in the relevant note to the
consolidated financial statements.
The Committee met twice in the absence of management with
each of the external auditor (February and July) and internal
auditor (April and November). No matters of concern were
drawn to the Committee’s attention at any of these meetings.
The Committee’s understanding with both the external and
internal auditor is that, if they should at any time become
aware of any matters occasioning them material concern,
they will immediately draw it to the Committee’s attention via
the Chairman of the Committee. Nothing was subject to this
procedure in the course of the year.
In addition to the routine items outlined above, there were
a number of specific items which are put to the meetings
as follows:
Meeting
Item under review
February
April
Effectiveness of internal controls and consideration of fraud
Disclosure of information to auditors
Assessment of effectiveness of external audit process
Review of Senior Accounting Officer reporting
Review of internal controls over ROC valuation and
income recognition
Auditor independence policy review
Whistleblowing reporting policy review
Ethics and Business Conduct Steering Committee review
Review of the external auditor’s management letter
July
IT key controls review
Trading, Risk & Settlement project review
Audit Committee terms of reference – annual review
November Effectiveness of internal controls, consideration of fraud
and review of risk register
Biomass sustainability report
Review of finance team
Treasury controls review
Fuel contracting controls review
Review and approval of the internal audit plan for 2015
Review and approval of the external auditor terms
of engagement
At the meeting in February 2015, in line with the Financial
Reporting Council’s Guidance on Audit Committees, the
Committee undertook a review of its own effectiveness
and concluded that the composition of its membership, the
manner in which it operates and the reviews that it undertakes
throughout the year all contribute to the continued effective
functioning of the Committee.
75
Drax Group plc
Annual report and accounts 2014
Fair, balanced and understandable view
At the February 2015 meeting, the Committee reviewed the
content of this Annual report and accounts and advised the
Board that, in its view, taken as a whole, it is fair, balanced and
understandable and provides the information necessary for
shareholders to assess the Group’s performance, business
model and strategy.
External auditor effectiveness
At the February 2015 meeting, the Committee reviewed
the effectiveness of the external auditor, Deloitte LLP.
This process incorporated feedback from management and
key individuals across the Group, as well as its own experience.
The assessment considered the robustness of the audit
process, the quality of delivery of the audit plan, the quality of
reporting on findings and recommendations to the Committee
and management, and the experience and expertise of the
audit team and the quality of service provided.
Having reviewed Deloitte’s performance during the year and
satisfied itself of their continuing independence and objectivity
within the context of applicable regulatory requirements and
professional standards, the Committee has invited the Board
to recommend the reappointment of Deloitte LLP as auditor at
the next Annual General Meeting (“AGM”) and a resolution to
that effect appears in the Notice of the AGM.
Independence of the external audit
The Group has an Auditor Independence Policy, in accordance
with which the Committee annually reviews the quality and
cost-effectiveness of the external audit and the independence
and objectivity of the external auditor. The Auditor
Independence Policy can be found on the Company’s website
at www.drax.com
The provisions of the Policy include:
, seeking confirmation that the auditor is, in its professional
judgement, independent of the Group and obtaining from
it an account of all relationships which may affect the firm’s
independence and the objectivity of the audit partner
and staff;
, a policy governing the engagement of the auditor to conduct
non-audit work under which:
– the auditor may not be engaged to provide certain
categories of work, including those where they may be
required to audit their own work or make management
decisions, or where the auditor would act in an advocacy
role for the Group;
, a policy on the employment by the Group of former
employees of the external auditor, the essence of which
is to require a period of two years to elapse between the
cessation of an individual’s association with the auditor and
appointment to any financial reporting oversight role within
the Group.
The Committee receives reports from the external auditor on
its own processes and procedures to ensure its independence
and objectivity and to ensure compliance with the
relevant standards.
Details of the amounts paid to the external auditor during the
year for audit and other services are set out in note 5 to the
consolidated financial statements on page 111. The external
auditor is required to rotate the audit partner responsible for
the Group audit every five years and the current audit partner,
James Leigh, is in his first year of tenure and took responsibility
with effect from the 2014 audit.
No contractual obligations exist that restrict the Group’s choice
of external auditor.
Audit tendering
Last year, the Committee recommended that the Board
decide not to comply for the time being with provision C.3.7
of the UK Corporate Governance Code (the “Code”), as revised
in September 2012, which stipulates that the external audit
contract should be put out to tender at least every ten years.
The Committee considered at that time the importance we
place on the period of transformational change the business
is undergoing to become a predominantly biomass-fired
power generator. The incumbent auditor has accumulated
knowledge and experience that allows it to carry out effective
and efficient audits during this period of change and provide
insightful and informed challenge. In addition, to conduct a
thorough competitive audit tender process would require
substantial Board and management participation at a time
when the transformation of the business is placing greatly
increased demands on them.
Accordingly, the Committee intended to recommend going
through a full audit tender process for the 2016 year end, in line
with the substantial completion of the biomass transformation
process, and committed to review this decision annually.
Subsequently, in June 2014, EU audit reform legislation,
effective from June 2016, was enacted requiring public interest
entities to rotate their auditor every ten years. This would take
effect for the first auditor appointment after June 2016, which
for Drax would be the 2017 year end (appointed at the AGM in
April 2017).
– there is a clear process of approval for engaging the auditor
to conduct other categories of non-audit work, subject to
financial limits;
– all engagements of the auditor to conduct non-audit work
are reported to the next meeting of the Committee;
EU member states can opt, by derogation, to extend
the maximum duration of the audit engagement to 20
years, subject to retendering at least every ten years.
The government has issued a discussion document in which it
states that it proposes to take up this option, but the results of
this consultation are not expected until Summer 2015.
– the balance between the fees paid to the external
auditor for audit and non-audit work is monitored by the
Committee; and
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76
Drax Group plc
Annual report and accounts 2014
Audit Committee report (continued)
As a result, if Drax were to conduct an audit tender process
in time for the appointment of auditors to be proposed at
the 2016 AGM, it would have to commence the process
without knowing whether it would be able to appoint the
incumbent auditor for more than one year before having to
conduct another audit tender process. In view of the small
number of audit firms that have the experience and expertise
required to carry out a high quality and efficient audit of the
Group’s financial statements and that are independent in
accordance with Drax’s auditor independence policy, and
the relevant professional standards on independence, the
Committee does not wish to reduce that number by excluding
the incumbent auditor from the tender process if it is not
necessary. Accordingly, the Committee considers that it would
be appropriate to defer the tender process for a further year, i.e.
to put the audit for 2017 out to tender during 2016.
In coming to a recommendation the Committee considered
how, notwithstanding its recommendation to defer putting
the external audit out to tender, the Group would adhere to the
principle of the Code to maintain an appropriate relationship
with the auditor. The independence and effectiveness of
the auditor are reviewed annually by the Committee and no
weakening in the level of the auditor’s scepticism or in its desire
to challenge management’s assumptions and judgements in
relation to financial reporting has been noted.
The Committee continues to undertake to review this
decision annually.
Internal audit
Grant Thornton UK LLP undertakes the Group’s internal
audit function. The Committee periodically reviews whether
the internal audit function is likely to be more effective or
efficient if provided internally. In view of the nature and scope
of the Group’s business and its management structure, the
Committee considers that it continues to be more effective
and efficient for core internal audit functions to be undertaken
by an external service provider, augmented as appropriate by
additional reviews that require specialist expertise.
The Committee receives reports at each meeting regarding
the internal audit programme and reviews undertaken.
Recommendations are made to management for process
improvements as appropriate. Topics dealt with by internal
audit reports reviewed by the Committee during 2014 included:
, compliance with Regulation on Energy Market Integrity and
Transparency (REMIT) and European Market Infrastructure
Regulation (EMIR);
, Group risk management, oil and freight hedging;
, review of US operations – fibre procurement and shipments;
, key financial controls over revenue and financial reporting,
compliance with Senior Accounting Officer legislation and
HMRC guidance;
, key IT controls in relation to system access; and
, in respect of Haven Power, business continuity processes,
planned infrastructure, position management and key
financial controls in respect of revenue.
In November, the Committee supported a proposal from
management to consider developing a different approach to
internal audit with the introduction of an in-house internal
audit team. An initial scoping exercise is underway to assess
the appropriate areas of focus and balance between internal
and external resources. The Committee will review progress
during the course of 2015.
The Chairman of the Committee, independent of management,
maintains regular and direct contact with both the internal and
external auditor.
This report was reviewed and approved by the Audit
Committee on 23 February 2015.
David Lindsell
Chairman of the Audit Committee
77
Drax Group plc
Annual report and accounts 2014
Nominations Committee report
Membership and process: Nominations Committee
Role of the Committee
The principal duties of the Committee are to;
, keep under review the structure, size and composition of
the Board (including the skills, knowledge and experience
required by it);
, consider succession planning for the directors and other
senior managers;
, identify and nominate candidates to fill vacancies among
the directors; and
, review the time required from non-executive directors.
Terms of reference
The terms of reference for the Committee are reviewed
annually by the Committee and then by the Board. The terms
of reference are available on the Group’s website at
www.drax.com.
The Chairman of the Committee reports on the Committee’s
proceedings to the following Board meeting and, subject to
redaction in the event that they include personal information,
the minutes of each meeting of the Committee are circulated
to all members of the Board.
The Committee has an annual programme of work which is
designed to fulfil its principal duties. This programme reviews:
, Re-election and appointment of directors – The Committee
met on 17 February 2015, following the completion of
the 2014 Board evaluation process, and determined
that all of the directors who are the subject of annual
re-election will retire at the forthcoming Annual General
Meeting (“AGM”) and, being eligible, offer themselves for
re-election. The evaluation of the Board described on page
66 concluded that the directors offering themselves for
re-election continue to demonstrate commitment to their
particular role and to perform effectively;
, Size, structure and composition of the Board – At its
meeting in June 2014 the Committee concluded that
the Board, constituted with four executive directors, four
independent non-executive directors and a chairman who
was independent on appointment, was appropriate for the
Company. It also concluded that the Board collectively has
the necessary balance of skills, experience, independence
and knowledge to enable it to discharge its duties;
, Membership of Board Committees – It the Board policy
normally to invite all independent non-executive directors to
join the Audit, Nominations and Remuneration Committees.
The Defence Committee comprises executive and non-
executive directors with particular skills and experience
relevant to the work of that Committee. The Committee
reviewed this policy and considered that it continues to
ensure that each of the Committees is constituted with the
skills, experience, independence and knowledge to enable it
to discharge its duties; and
Committee Chairman
Charles Berry
Chairman of the Board
Committee members
Tim Cobbold, Melanie Gee, David Lindsell and Tony Thorne
all of whom are independent non-executive directors.
The Group Company Secretary acts as Secretary to
the Committee.
Attending by invitation
Chief Executive, Head of Human Resources.
Number of meetings held in 2014
4
, Succession planning – The Committee reviews the
succession plan at least annually. The Company has a well-
established succession planning process which covers all
Executive Committee members and their direct reports, as
well as other individuals who have been identified as having
long-term potential for senior roles. In the Committee’s
opinion the plan is well prepared and appropriate for the
size of the Group’s business and management structure
and there are considered to be many good candidates for
senior roles.
In addition to the regular programme of work, the Committee
also considered the question of Board diversity, and gender
diversity in particular. During the year the Company has actively
engaged with initiatives promoted by the Department for
Business Innovation and Skills to improve gender diversity
at Board level. The Committee recognises the strength that
can be achieved through diversity in its wider sense in the
Group’s management. In particular, it is the Board’s policy to
ensure that the proportion of women on the Board is one
of the considerations for Board and senior management
appointments. That policy is implemented as part of the
recruitment and selection process. Further details of gender
diversity in the Group are included in the Sustainable business
review on page 54.
Finally, following my decision to step down as a director and
Chairman of the Company at the conclusion of the AGM in
April 2015, the Committee has undertaken a rigorous search
and selection process for a successor.
The process was led by David Lindsell, the Senior Independent
Director. Russell Reynolds Associates were engaged to assist
with the process. The brief provided to Russell Reynolds was
specifically targeted to search for someone capable of leading
the Board through the next stage of the Group’s development.
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78
Drax Group plc
Annual report and accounts 2014
Nominations Committee report (continued)
As well as the necessary personal and leadership
characteristics, the Committee’s specification included
experience and demonstrable achievement leading a listed
company, relevant sector experience and an understanding
of relationships with government and regulators.
The Committee considered a long list of candidates from
a diversity of backgrounds and identified three short-list
candidates. Initially, each of the short-listed candidates was
interviewed by David Lindsell and one other member of the
Committee, followed by a meeting with the Chief Executive.
The lead candidates subsequently met with each of the
members of the Committee. The Committee agreed that
Phil Cox was the preferred candidate to be recommended to
the Board. Members of the Executive Committee then met
Phil Cox. On the Committee’s recommendation the Board
agreed that Phil Cox should be invited to join the Board subject
to receipt of satisfactory references. Excellent references were
provided in discussion with Russell Reynolds by two chairmen
of boards on which Phil Cox served. On 18 December 2014, an
announcement of Phil Cox’s appointment was made to the
London Stock Exchange.
I am delighted that the Company has been able to appoint
someone of Phil’s calibre and experience as my successor and
I wish him well.
The Company’s Articles provide that directors retire by rotation.
However, the UK Corporate Governance Code provides that all
directors should be subject to annual re-election. The Company
follows the provisions of the UK Corporate Governance Code
on the annual re-election of all directors.
The Committee initiated a review of the effectiveness of
the Board, its committees and individual directors and the
outcome is reported in the Corporate governance report on
page 66.
The executive directors’ service contracts and non-executive
directors’ letters of appointment are available for inspection
by prior arrangement during normal business hours at the
Company’s registered office. They will also be available for
inspection at the venue, prior to the AGM, details of which are
contained in the Notice of Meeting.
This report was reviewed and approved by the Nominations
Committee on 23 February 2015.
Charles Berry
Chairman of the Nominations Committee
79
Drax Group plc
Annual report and accounts 2014
Remuneration Committee report
Membership and process: Remuneration Committee
Role of the Committee
The Committee’s principal responsibilities are:
, recommending to the Board the remuneration strategy and
framework for the executive directors and senior managers;
, determining, within that framework, the individual
remuneration packages for the executive directors and
senior managers;
, approval of the design of annual and long-term incentive
arrangements for executive directors and senior managers,
including agreeing the annual targets and payments under
such arrangements;
, determining and agreeing the general terms and conditions
of service and the specific terms for any individual within the
Committee’s remit, either on recruitment or on termination;
, determining the policy for, and scope of, executive pension
arrangements; and
, to oversee any major changes in employee benefit
structures throughout the Group and review remuneration
trends across the Group.
Terms of reference
The terms of reference for the Committee are reviewed
annually by the Committee and then by the Board. The terms
of reference are available on the Group’s website at
www.drax.com.
Committee Chairman
Tony Thorne
Chairman of the
Remuneration Committee
Committee members
Charles Berry, Tim Cobbold, Melanie Gee and David Lindsell.
The Group Company Secretary acts as Secretary to
the Committee.
Attending by invitation
Chief Executive, Head of Human Resources, External
remuneration advisers.
Number of meetings held in 2014
7
Annual statement to shareholders from the
Chairman of the Remuneration Committee
The Committee’s work during 2014 has been mainly directed
towards making sure that remuneration properly reflects
progress on the Group’s strategy. Our assessment of
management’s performance in executing the transformation
to a predominantly renewable generator and supplier has been
at the heart of our consideration as it is delivery of the biomass
transformation that will enhance shareholder value in the
longer term.
It has been a very good year in terms of strategy development
and operations. The business now has two of its generating
units converted to biomass and delivering excellent
performance. The conversion of a third unit is well on track
in line with the original plan. The retail business and the US
pellet business continue to develop as planned. In assessing
performance the Committee was very conscious of the fall
in the share price during the year; this being related to the
drop in commodity prices and to changes in the regulatory
environment. The Committee recognises the significant
influence that the Company’s management has had in
encouraging regulatory support for biomass conversions.
Ultimately however, the extent of support is determined
by government and the Committee’s concentration was
principally on the factors management can influence.
We continue to believe that directors’ and shareholders’
interests are properly aligned through the performance-related
long-term share plan and directors’ shareholding requirements.
Base salaries
The Committee last reviewed benchmarks in 2013. During 2013
we also consulted with the Company’s largest shareholders.
We made some adjustments to the structure of executive
remuneration to reflect changes in the business and the
executives’ roles. We reported those changes last year.
For 2014 the Committee agreed that the only changes needed
to base salaries were annual adjustment in line with our policy.
Dorothy Thompson’s and Tony Quinlan’s salaries were
increased by 3%. This was slightly below the level of increases
in the rest of the business. Peter Emery’s salary was increased
by 8% to reflect the increasing scope of his role which
encompasses responsibility for production, engineering,
construction and safety in the wider Group beyond Drax Power
Station. Paul Taylor’s salary was also increased by 8% to reflect
increasing experience in his role. These higher increases are in
line with the remuneration policy.
Assessment of performance-related remuneration
relating to 2014
The Balanced Corporate Scorecard is the key measure of
management performance. The targets are designed to drive
both annual performance and long-term development of the
business. There is a detailed review of performance against
scorecard measures on page 88. Profit in 2014 was very similar
to 2013. Operationally, 2014 was a very good year with some
excellent successes in execution and development. It was
also a difficult year with a number of setbacks, particularly in
regulatory matters.
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Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
Performance against the quantitative measures which
management can control has been good, particularly
controllable costs, safety and operational performance
measures, biomass sourcing and retail business performance.
There was also good progress made against strategic and
development measures.
One of the scorecard measures was the development of the
Company’s capital structure and dividend policy. The Board
agreed that this should be done when regulatory support and
the long-term revenue base is clear. That position has not yet
been reached and the Board decided to exclude this measure
from the 2014 assessment.
The score can be between zero and 2.0. A score of 1.0
represents an on target performance and the score in any year
is capped at 1.5. We assessed the performance score at 1.22.
The Board has a discretion to adjust the performance score in
the light of matters not reflected in the scorecard. The main
negative factors were the tragic death of a contractor working
on the construction of the Group’s pellet plant in Mississippi,
the penalty for non-compliance with the Community Energy
Savings Programme (CESP) and changes in regulatory
support for the Group’s biomass conversions. We weighed
these respectively against the Group’s own excellent
safety performance, the general problems with CESP, and
the execution of the original plan for three biomass units
supported by the Renewables Obligation by the end of 2016.
The strategic progress towards delivery of the biomass
transformation has been good during 2014. Logistics and
operational performance of biomass units have been excellent.
Audit findings show that Drax is meeting its own stringent
sustainability criteria. Real progress has been made towards
establishing an industry standard for biomass sustainability.
Looking at all of these factors we felt that the positive and
negative balanced each other, and we decided not to make
a discretionary adjustment to the scorecard.
In considering directors’ personal performance against
objectives, we agreed that there were no individual
circumstances of exceptional over or under performance,
and that the usual policy approach of a single score was fair.
The directors’ performance score can be between zero and 1.5
and in 2014 it was assessed at 1.20.
The Committee’s application of the scorecard and personal
performance assessment resulted in annual bonus payments
to executive directors of approximately 73% of maximum.
The Committee has also considered the vesting of the
Bonus Matching Plan awards made in 2012, which were
conditional upon performance over the three years from the
start of 2012 to the end of 2014. The awards are 50% based
on the Company’s relative Total Shareholder Return (“TSR”)
performance and 50% on the three-year average of the
Balanced Corporate Scorecard. The Company’s TSR over the
period was below the median of the comparator group, and the
Committee therefore confirmed that none of the TSR element
of the award vested. The Balanced average scorecard score
over the same period was 1.39.
The Committee has a discretion to adjust the average to reflect
achievement of strategic objectives over the three-year period.
We considered this and decided not to exercise discretion
to adjust the average score. The Committee determined
that 81.30% of the Scorecard Award element would vest.
Therefore based on the performance measures the Committee
determined that 40.65% of the executive directors’ 2012 BMP
awards vested.
2015 targets and long-term incentives
The Committee also considered targets for 2015. These have
been established to be at least as challenging as those for 2014.
A description of the 2015 corporate targets is set out on page
94, with such detail as can be provided whilst safeguarding
commercial confidentiality.
The Committee also agreed to the grant of 2015 Bonus
Matching Plan awards to the executive directors to the value
of 150% of their 2014 annual bonus, and subject to the same
performance conditions as described in the policy section of
this report.
Directors’ remuneration policy
This remuneration policy was approved by shareholders at the
2014 Annual General Meeting (“AGM”). It became effective
from immediately after the AGM on 23 April 2014 and binding
upon the Group until the close of the 2017 AGM. There are no
planned changes to the policy over the three-year period to
which it relates.
The core principles of the remuneration policy are to:
, give effect to existing remuneration commitments in
accordance with directors’ contracts of employment;
, pay market rates of total remuneration;
, ensure that there is an appropriate link between
performance and reward;
, award annual bonuses which are linked to the delivery of the
annual Business Plan targets including the achievement of
strategic objectives and personal performance;
, ensure that long-term incentives are linked to TSR and to
the delivery of Business Plan strategic objectives; ensure
that payments on termination of employment are linked to
performance and the exercise of good faith; and
, allow the Committee an element of discretion to enable
recruitment or termination situations to be managed in the
best interest of the Group.
This Directors’ Remuneration Report has been prepared in
accordance with Schedule 8 to the Large and Medium sized
Companies and Groups (Accounts and Reports) (Amendment)
Regulations in 2013 (“the Regulations”) and the provisions of
the 2012 UK Corporate Governance Code.
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Drax Group plc
Annual report and accounts 2014
Remuneration policy report
Section 1
Key components of remuneration
The remuneration policy for executive directors has been designed to support the delivery of business performance and creation
of shareholder value. We set out in the table below the remuneration policy, and in the notes following the table we provide a
commentary on differences between this policy and that of the remuneration of employees generally.
The following table sets out the policy relating to the key components of executive director remuneration:
Remuneration
component
How this component
relates to Group strategy
How this component operates in practice
Performance measures and
maximum potential value
i) Base salary
Base salary helps
to attract, reward
and retain the right
calibre of executive to
deliver the leadership/
management needed
to execute the Group’s
vision and business
plan.
Base salary reflects the role, the executive’s skills and experience,
and market level.
To determine market level, the Committee reviews remuneration
data on executive positions at companies which the Committee
considers to be appropriate comparators.
The comparator companies are selected, with advice from the
Committee’s remuneration advisers, taking into account relevant
comparator factors such as, but not limited to, sector, size, and
international presence.
The base salaries of executive directors
in post at the start of the policy
period and who remain in the same
role throughout the policy period will
not usually be increased by a higher
percentage than the average annual
percentage increase in salaries of all
other employees in the Group.
The only exceptions are where:
ii) Annual bonus The award of annual
bonuses is directly
linked to personal
performance and to
the achievement of
the annual Business
Plan targets.
The multiplicative
formula is designed
to ensure that bonus
payments for high
personal performance
are moderated where
business performance
is below target, or vice
versa.
On appointment, an executive director’s base salary is set at the
market level, or below if the executive is not fully experienced at
this level.
Where base salary on appointment is below market level to
reflect experience, it will over time, be increased to align with
the market level, subject to performance.
Base salaries of all executive directors are generally reviewed
once each year.
Reviews cover: individual performance; experience;
development in role; and market comparisons.
Strategic and Business plan targets are set by the Board as part
of the Business Plan approval process.
The Committee determines Group performance measures
using a Scorecard.
The Scorecard shows executive directors’ annual targets
and measures of performance (low, target and stretch),
and weightings.
Score is zero if performance is below the low measure.
Maximum score is attributed to the stretch measure.
The Scorecard is amended each year in line with business
strategy and objectives.
Summary Scorecard and performance results are published
in the Annual report on remuneration.
To determine the actual bonus awards, the following formula
is used:
Chief Executive’s bonus
Target bonus is 75% of base salary
Actual bonus = basic salary x 75% x company score x personal
score
Bonus is capped at 150% of salary
Other directors’ bonus
Target bonus is 70% of salary
Bonus = basic salary x 70% x company score x personal score
Bonus is capped at 140% of salary
(i) an executive director has been
appointed at below market level to
reflect experience. In this case, the
maximum annual increase to base salary
will be 5% over the normal maximum; or
(ii) there is a particular reason for a higher
increase, such as a change in the scope
or nature of responsibilities.
In the case of the Production Director
and the Retail and Trading Director,
some further adjustment is envisaged
to reflect increasing scope of roles and
increasing experience. The maximum
increase to base salary in any year will be
5% over the normal maximum.
Role
Chief Executive
Finance Director
Production Director
Retail and Trading
Director
Maximum bonus
potential (% of
base salary)
150%
140%
140%
140%
Group performance measures
Group performance measures include
financial, production, strategic and other
Business Plan objectives.
These measures and weightings are
determined by the Board and adopted by
the Committee.
Individual performance measures
The Remuneration Committee
determines the personal objectives
for the Chief Executive. The Chief
Executive proposes personal objectives
for the other executive directors, which
are reviewed and approved by the
Remuneration Committee. Generally,
all executive directors will be awarded
a single score based on their collective
performance in providing effective
day-to-day leadership of the Group as a
unified leadership team. Personal scores
may differ in circumstances of
exceptional over or under performance.
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Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
Remuneration
component
How this component
relates to Group strategy
How this component operates in practice
Performance measures and
maximum potential value
ii) Annual bonus
(continued)
Clawback
The Committee may require a director to repay to the Company
such amount of any annual bonus payment as it considers
appropriate in circumstances of financial misstatement,
misconduct or if assessment of a performance condition is
found to have been based on an error, inaccuracy or misleading
information, or in other circumstances that the Committee
considers to justify the operation of the clawback provision.
In these circumstances, Bonus Matching Plan (“BMP”) clawback
provisions may also apply (see BMP below).
iii) Deferred
annual bonus
This is the deferred
portion of annual
bonus. The aim of
deferral is to further
align executives
to the interests of
shareholders, by linking
share-based reward to
long-term sustainable
performance.
iv) Bonus
Matching Plan
(“BMP”)
This is the long-term
incentive plan for
executives.
It links long-term
share-based incentives
to Total Shareholder
Return (“TSR”) and to
the achievement of
Business Plan strategic
targets.
35% of any annual bonus is settled in shares deferred for
three years. No performance conditions are used other than
continued service.
100% of the shares will vest subject to
continued employment up to the date
of vesting.
If the executive leaves the Group before the normal vesting
day, the shares will vest (prorated to the date of leaving) only if
the termination is for a specified reason including redundancy,
retirement or death in service, or, if for any other reason, at the
discretion of the Committee. In any other circumstances the
award is forfeited.
The Bonus Matching Plan (“BMP”) is a long-term performance
share plan.
Under the BMP, executive directors receive an annual grant of
conditional shares to a value of up to 1.5 times the amount of the
executive’s annual bonus for the prior year.
It is the Committee’s policy to grant BMP awards to executive
directors at 1.5 times the amount of the annual bonus unless the
performance of the director or of the business makes an award
at that level inappropriate. No payment is made for the shares.
Vesting is conditional upon service and performance conditions,
and shares vest on the third anniversary of the grant subject
to the achievement of performance conditions determined
by the Committee. To the extent that vesting is determined by
reference to Company Scorecard performance, at the end of the
three-year performance period, the Committee will review each
of the annual results going into an average Scorecard calculation
and has the discretion to adjust the final outcome based on
events over the period to ensure that the result is consistent
with the underlying performance progression of the business.
In exercising its discretion the Committee will have particular
regard to progress against the strategic objectives incorporated
in the Scorecard.
If the executive leaves the Group before the normal vesting day,
the shares will vest (prorated to the date of leaving and phased
over the normal cycle of the performance periods) only if the
termination is for a specified reason including redundancy,
retirement or death in service, or, if for any other reason, at the
discretion of the Committee. In any other circumstances the
award is forfeited.
Performance condition override
The Committee will include an override provision in each grant
under the BMP. This will give the Committee discretion to
determine that no vesting shall occur or vesting shall be reduced
if there are circumstances (relating to the Company’s overall
performance or otherwise) which make vesting as calculated by
reference to the performance conditions alone inappropriate.
Clawback
If a repayment of bonus is required (see “annual bonus” above)
the Committee shall also make an appropriate reduction in the
number of shares that may vest under the BMP (in respect of an
award made pursuant to the annual bonus payment subject to
the clawback).
The Committee may also reduce the number of shares under
a BMP award in circumstances of financial misstatement, or if
assessment of a performance condition is found to have been
based on an error, inaccuracy or misleading information, or in
other circumstances that the Committee considers to justify the
operation of the clawback provision.
Maximum number of shares granted
equals shares to the value of 1.5 times
annual bonus for prior year.
Maximum vesting of shares three years
later is subject to performance.
There are two vesting performance
measures (vesting threshold is 15% in
both measures):
i) up to 50% of shares vest subject to TSR
performance over three years relative to
FTSE 51–150 as follows:
Below median = 0% vesting
At median = 15% vesting (threshold)
Upper quartile = 100% vesting.
ii) up to 50% of shares vest subject to
Company Scorecard performance
averaged over the three-year
performance period, as follows:
Score <1 = 0% vesting
Score 1 = 15% vesting (threshold score)
Score 1.5 = 100% vesting
The three-year average Company
performance score is capped at 1.5.
Example:
Year 1 Score 1.8
Year 2 Score 1.4
Year 3 score 1.4
Three-year BMP performance score = 1.5
For both the TSR and Scorecard
conditions vesting between 15% and
100% is on a straight-line interpolation.
In accordance with the rules of the
BMP, Dividend Shares are awarded at
the time and in the event that shares
vest. They are calculated based on the
dividends paid following the initial award
until the award vests.
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Annual report and accounts 2014
Remuneration
component
How this component
relates to Group strategy
How this component operates in practice
v) Pension
vi) Other
benefits
vii) Share
ownership
Pension provision
is one of the
components to attract,
reward and retain
the right calibre of
executive in order
to ensure delivery of
the leadership and
management needed
to execute the Group’s
vision and Business
Plan.
In general, other
benefits aim to
align directors’ total
remuneration broadly
with the market.
In particular, all-
employee share
plans incentivise
sustained long-term
performance and
strengthen teamwork
by enabling all
employees to share
in the success of the
business. The plans are
vehicles for aligning
staff remuneration
with TSR performance.
The Group’s share
ownership guidelines
align the interests
of executives with
shareholders.
Executive directors are entitled to non-contributory membership
of the Group’s defined contribution pension plan. The employer’s
contribution for executive directors is 20% of base salary.
Alternatively, at their option, executive directors may either
have contributions of the same amounts made to their personal
pension schemes or cash in lieu of pension at the stated rate
and subject to normal statutory deductions; or a combination of
pension contributions up to the HMRC Annual Allowance with
the remainder as cash in lieu of pension.
Executive directors receive a car allowance, life assurance
(4 times salary), the opportunity to participate in all-employee
share plans on the same basis as other employees, annual
private health assessment and annual private medical cover.
Relocation expenses and/or second base expenses are paid
where appropriate in individual cases. Directors’ relocation
expenses are determined on a case-by-case basis. The policy
is designed to assist the director to relocate to a home of
similar standing.
The share ownership guideline is that the Chief Executive
should retain shares to the value of 175% of base salary and other
directors should retain shares to the value of 125% of base salary.
Until this level is reached, directors who receive shares by virtue
of share plan awards or who receive deferred bonus shares must
retain 50% of the shares received net (i.e. after income tax and
national insurance contributions). Only shares that have actually
vested count towards the threshold.
Performance measures and
maximum potential value
Maximum is 20% of base salary.
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Differences between the policy and that of the remuneration of employees generally
The following differences apply between the remuneration of directors and the policy on the remuneration
of employees generally:
, executive directors and a number of senior employees are eligible for BMP. However, there are differences in terms of levels
of grant.
, annual bonus levels vary across the workforce, and the requirement to defer a portion of annual bonus applies only
to executive directors.
, employees in the collective bargaining unit have a contractual right to receive an annual bonus subject to Company
performance and continued employment, whereas directors and all other UK-based employees participate in a discretionary
bonus scheme.
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Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
Non-executive directors
Remuneration component
How this component operates in practice
Annual fee
The remuneration of the Chairman is determined by the Committee whilst that of the other non-executive directors is
determined by the Chairman and the executive directors. These are determined in the light of:
, fees of chairmen and non-executive directors of other listed companies selected for comparator purposes on the same basis
as for executive directors;
, the responsibilities and time commitment; and
, the need to attract and retain individuals with the necessary skills and experience.
The Chairman receives an annual fee.
Non-executive directors receive an annual base fee.
Additional annual fees are paid:
, to the Senior Independent Director (which includes the fee for chairing a Board Committee other than the Audit Committee);
, to the Chair of the Audit Committee;
, to the Chair of the Remuneration Committee; and
, to the Chair of any other Committee (this is not paid to the Chairman of the Nominations Committee if he or she is also the
Chairman of the Board).
Non-executive directors’ fees are reviewed periodically against market comparators. They were last reviewed in July 2013.
Current fee levels are shown in the annual report on remuneration.
Non-executive directors are not entitled to participate in any performance-related remuneration arrangements.
Travel expenses
Reimbursement of reasonable travel and accommodation expenses as applicable.
Non-executive directors do not receive any benefits in kind, nor are they eligible for any annual performance bonus, pension or
any of the share-based reward plans. The Chairman’s notice period is six months whilst the other non-executive directors have
a notice period of one month.
Section 2
Approach to recruitment remuneration
The Committee will apply the core principles on page 80 and the remuneration components set out in the table on pages 81
to 83 determine the remuneration of newly appointed directors. Base salary will be set at a level appropriate to the role and the
experience of the director being appointed. Where this is below the market level, it will be adjusted over time to align with the
market level, subject to good performance. In relation to directors appointed from outside the Company, where the Committee
considers it to be necessary to secure the appointment of the director, the Committee may:
, pay “sign-on” compensation for loss of benefits on resignation from a previous employer, such as loss of long-term share
incentives (subject to the right to phase any payment to reflect performance, the requirement to mitigate loss and the right of
the Company to clawback any amount which is subsequently paid to the executive by the former employer, and to clawback an
appropriate proportion of the payment if the executive leaves soon after appointment); and
, make appropriate payments in circumstances where a director is relocated from outside the UK.
Section 3
Service agreements
Executive directors’ service agreements are of indefinite duration, terminable at any time by either party giving 12 months’
prior notice.
Under each of the executive directors’ service agreements the Company has the right to make a payment in lieu of notice of
termination, the amount of that payment being the salary and benefits that would have accrued to the executive director during
the contractual notice period.
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Annual report and accounts 2014
Section 4
Remuneration scenarios
The composition and value of the executive directors’ remuneration packages at below threshold, target and outperformance
scenarios under the Drax Group remuneration policy are set out in the charts below:
Salary, benefits and pension
Bonus
BMP
£m
Salary, benefits and pension
Bonus
BMP
%
Chief Executive
£0.5m £1.0m
£1.5m £2.0m
£2.5m
£3.0m
Chief Executive
20%
40%
60%
80%
100%
Outperformance
Target
Below threshold
Finance Director
Outperformance
Target
Below threshold
Production Director
Outperformance
Target
Below threshold
Outperformance
Target
Below threshold
Finance Director
Outperformance
Target
Below threshold
Production Director
Outperformance
Target
Below threshold
Retail and Trading Director
Retail and Trading Director
Outperformance
Target
Below threshold
Notes:
Outperformance
Target
Below threshold
(1) Annual bonus threshold is assumed at 25% of maximum, target at 50% of maximum and outperformance at 100% of maximum bonus.
(2) The BMP award threshold is assumed at 15% of maximum award and outperformance 100% of maximum, with target representing the average of the two.
(3) The award of conditional shares under the BMP is based on the individual’s prior year annual bonus and therefore it is assumed that corresponding threshold, target and maximum bonus is earned for
calculating threshold, target and maximum BMP award under each scenario.
Section 5
Policy on loss of office
If an executive director’s employment is brought to an end by either party and if it is necessary to determine a termination
payment, the Committee’s policy, in the absence of a breach of the service agreement by the director, is to determine a director’s
termination payment in accordance with his/her service agreement. The termination payment will be calculated based on the
value of base salary and contractual benefits that would have accrued to the director during the contractual notice period.
The Committee will seek mitigation to reduce the amount of any termination payment to a leaving director when appropriate to
do so, having regard to the circumstances and the law governing the agreement. It may, for example, be appropriate to consider
mitigation if the director has secured another job at a similar level. Mitigation would not be applicable to a contractual payment in
lieu of notice.
In addition, the director may be entitled to a payment in respect of his/her statutory rights. No service agreement includes any
provision for the payment of compensation upon termination. Any compensation payable in those circumstances would need
to be determined at the time and in the light of the circumstances.
All bonus payments are discretionary benefits. The Committee will consider whether a departing director should receive an
annual bonus in respect of the financial year in which, and/or immediately preceding which, the termination occurs, prorated
to reflect the period of the performance year completed at the date of termination. The Committee will take into account
performance; co-operation with succession; and any breach of goodwill and adherence to contractual obligations/restrictions.
If the termination is by the Company on less than the specified notice in the director’s service agreement, the Committee will also
consider whether the director should receive an annual bonus in respect of any period of the financial year following termination
for which the director has been deprived of the opportunity to earn annual bonus. If the employment ends in any of the following
circumstances, the director will be treated as a “good leaver” and the director will be eligible for a bonus payment:
, redundancy;
, retirement;
, ill-health or disability proved to the satisfaction of the Company; and
, death.
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Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
If the termination is for any other reason a bonus payment will be at the discretion of the Committee. It is the Committee’s policy to
ensure that any such bonus payment properly reflects the departing director’s performance and behaviour towards the Company.
Therefore the amount of any such payment will be determined as described in the table on page 81, taking into account (i) the
director’s personal performance and behaviour towards the Company and (ii) the Group performance. If a bonus payment is made,
it will normally be paid as soon as is reasonably practicable after the Group performance element has been determined for the
relevant period. There may be circumstances in which the Committee considers it appropriate for the bonus payment to be made
earlier, for example, on termination due to ill-health, in which case, on-target Group performance score shall be assumed.
No element of any such bonus payment shall be deferred.
The Committee will consider the extent to which deferred and conditional share awards held by the director under the BMP
should lapse or vest. Any determination by the Committee will be in accordance with the rules of the BMP (as approved by
shareholders). In summary, the rules of the BMP provide that awards will vest (pro-rated to the date of employment termination)
if employment ends for any of the following reasons:
, redundancy;
, retirement;
, ill-health or disability proved to the satisfaction of the Company;
, change of ownership; and
, death.
If employment ends for any other reason, the rules of the BMP require the Committee to exercise its discretion. In doing so it
will take account of all relevant circumstances, in particular the performance of the Company; the director’s performance and
behaviour towards the Company during the performance cycle of the relevant awards; as well as a range of other relevant
factors, including the proximity of the award to its maturity date. The rules of the BMP also provide that in circumstances where
awards vest, deferred bonus shares vest as soon as reasonably practicable following termination. Awards, which vest subject to
satisfaction of the relevant performance conditions, will be (time) prorated and will be phased over the performance cycle of the
relevant awards.
The Committee will consider whether the overall value of any benefits accruing to a leaving director is fair and appropriate taking
account of all relevant circumstances. Examples of circumstances in which the Committee may be minded to award an annual
bonus payment and/or permit the vesting of BMP awards include:
, the director’s continued good performance up to and following the giving of notice; and
, the director accommodating the Company in the timing of his/her departure and handover arrangements.
Conversely, the Committee may be minded not to allow such payments if the reason for the departure is:
, poor performance; or
, the director does not continue to perform effectively following notice; or
, the director is departing to join a competitor.
Section 6
Context
Wider employee population
In determining executive remuneration, the Committee also takes into account the level of general pay increases within
the Group.
It is the Committee’s policy that annual salary increases for executive directors should not exceed the average annual salary
increase for the wider employee population unless there is a particular reason for a higher increase, such as a change in the nature
or scope of responsibilities.
Views taken from the employee population
In the course of discussions on pay with employee representatives, the Group discusses executive remuneration policy and
provides details of the process by which the Committee establishes executive remuneration packages. The information provided
includes details of the benchmarking of executive director remuneration as well as information benchmarking the pay of
employees in the collective bargaining unit with pay elsewhere in the industry.
87
Drax Group plc
Annual report and accounts 2014
Environmental, social and governance issues
The Committee is able to consider corporate performance on environmental, social and governance issues when setting the
remuneration of executive directors. Specific measures can be included in the balanced Corporate Scorecard. The Committee
is able to consider those issues in considering whether to exercise its discretion to adjust the overall score, and in considering
the performance conditions override under the BMP, as described on page 82.
Shareholder engagement
The Company holds regular meetings with its largest shareholders, and the Committee takes into account any views or
representations of shareholders relating to executive remuneration.
The Company has consulted its ten largest shareholders in relation to the formulation of its directors’ remuneration policy.
Annual report on remuneration
The relevant sections of this report have been audited as required by the Regulations.
Base salaries
The base salaries of the executive directors as at 31 December 2014 and 31 December 2013 are shown in the following table:
Peter Emery
Tony Quinlan
Paul Taylor
Dorothy Thompson
Annual fees
Base salary (£000)
31 December 2014
Base salary (£000)
31 December 2013
Percentage
increase
330
383
278
563
306
372
257
546
8.0%
3.0%
8.0%
3.0%
The Chairman’s fees were reviewed in March 2014 and increased with effect from 1 April 2014. Phil Cox will take over as Chairman
on 22 April 2015. The Committee has determined his annual fees at £250,000. Non-executive directors’ fees were last reviewed
on 1 August 2013. Fee rates as at 31 December 2014 and 31 December 2013 are shown in the following table:
Chairman
Non-Executive Director base fee
Senior Independent Director(1)
Audit Committee Chair
Remuneration Committee Chair
Nominations Committee Chair(2)
Notes:
Fees (£000)
31 December 2014
Fees (£000)
31 December 2013
230
54
10
10
10
7.5
220
54
10
10
10
7.5
Percentage
increase
4.5%
0%
0%
0%
0%
%
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(1) This includes the fee for chairing a Board Committee other than the Audit Committee.
(2) This is not paid if the Chairman of the Nominations Committee is also the Chairman of the Board.
Single total figure of remuneration for each director (Audited information)
The table below sets out the single figure of remuneration and breakdown for each executive director for 2014, together with
comparative figures for 2013:
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Name
Peter Emery
Tony Quinlan
Paul Taylor
Dorothy Thompson
Notes:
Salary/Fees
(£000)
Pension
(£000)
2014
324
380
273
559
2013
303
368
255
542
2014
2013
2014
63
76
55
112
62
74
51
108
339
392
285
618
Bonus(1)
(£000)
2013
367
446
309
710
BMP(2)
(£000)
Other benefits
(£000)
2014
255
309
214
493
2013
997
1,211
609
1,929
2014
2013
2014
19
21
18
73
18
20
17
71
1,000
1,179
844
1,854
3,360
Total
(£000)
2013
1,747
2,119
1,241
(1) Bonus is the cash value of the annual bonus payable in respect of performance in the relevant year, including the value of bonus deferred and paid in shares after three years subject only to
continued service.
(2) BMP is the value of the BMP Matching Awards vesting in March 2015, together with the Dividend Shares in relation to those vested shares. The value is calculated based on the average share price over
the last quarter of 2014.
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Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
The table below sets out the single figure of remuneration and breakdown for each non-executive director for 2014 together with
comparative figures for 2013:
Charles Berry
Chairman of Board
Chairman of Nominations Committee
Tim Cobbold
Phil Cox(1)
Melanie Gee
David Lindsell
Senior Independent Director
Chairman of Audit Committee
Tony Thorne
Chairman of Remuneration Committee
Notes:
Board fee
(£000)
Other fees
(£000)
2014
2013
2014
2013
2014
Total
(£000)
2013
228
220
54
–
54
54
53
–
53
53
54
53
–
–
–
–
10
10
10
–
–
–
–
7
10
7
228
220
54
–
54
74
53
–
53
70
64
60
(1) Phil Cox was appointed 1 January 2015. His fee as a non-executive director is £54,000 per annum which will be increased to £250,000 per annum upon appointment as Chairman.
Details of performance against metrics for variable pay awards
Annual bonus plan outcome
A summary of the Committee’s assessment in respect of the 2014 Scorecard is set out in the following table:
Underlying earnings per share(1)
Interest cover ratio (no. times)
Controllable costs (£m)
Generation constrained due to
biomass supply and logistics
Total recordable injury rate
RIDDOR occurrences
Coal forced outage rate
Biomass unit forced outage rate(2)
Biomass unit capacity and
efficiency performance
Cumulative 2015 retail volume (TWh)
Retail forecast value added
2015 onwards
Gulf cluster completion(2)
Biomass pellet plant development
Biomass supplies secured
and deliverable 2015(2)
Sustainability – UK mandatory
compliance readiness
Development of capital structure
and dividend policy(3)
Total weighting
Note:
Outturn
Score
Target
weighting
20%
5%
5%
5%
2.5%
2.5%
2.5%
2.5%
10%
5%
5%
Low
target
24
2.0
207
5%
0.60
12
8.6%
Target
29
3.8
202
3%
0.35
8
6.0%
Stretch
target
36
5.0
197
0%
0.20
2
3.4%
10.5
13.0
14.5
10% below
Business Plan
Business Plan
5% On schedule Accelerated
schedule
5%
10%
10% above
Business Plan
Ahead of
accelerated
schedule
24
8
193
0.1%
0.33
1
7.6%
Between low and stretch target
Efficiency and capacity both exceeded
target but were below stretch target
13.2
14% above Business Plan
Low target achieved
Low target achieved
Between target and stretch target
5%
Acceptable
audit findings
Good audit
findings
Excellent
audit findings
Clean external audit report for 2013/14
confirmed that the Group is well placed to
meet proposed UK mandatory standards
10%
100%
0.5
2.0
2.0
2.0
1.1
2.0
0.7
0.7
1.5
1.2
2.0
0.5
0.5
1.5
1.5
Not
scored
1.22
(1) Calculated using underlying earnings, being profit attributable to equity shareholders adjusted to exclude the after tax impact of unrealised gains and losses on derivative contracts, and exceptional items
(see note 9 to the consolidated financial statements).
(2) Biomass performance, supply and development targets, and retail value added Business Plan are not disclosed because they are commercially confidential and disclosure may prejudice ongoing and
future commercial negotiations.
(3) The Board decided that development of capital structure and dividend policy should be deferred and therefore the measure was not scored. Other scores were pro-rated accordingly.
Following this process, and based on the relative weightings and scores as set out in the table, the Committee assessed the
corporate score for 2014 at 1.22. The Committee did not exercise its discretion to adjust the overall score.
89
Drax Group plc
Annual report and accounts 2014
Personal objectives
Each executive director is primarily assessed based on their performance in delivering the Company’s strategy, enhancing
shareholder value, their overall leadership of the Group and their respective divisions and in implementing the Company’s values.
In addition, each executive director has specific personal objectives covering the following key areas.
Director
Peter Emery
Objective
, Group wide safety, environmental, engineering and plant performance and risk management;
, Project development and execution including biomass conversion and supply chain and Industrial Emissions
Tony Quinlan
Paul Taylor
Dorothy Thompson
Directive compliance;
, Development of the carbon capture and storage project consistent with agreed objectives; and
, External representation of the Company in industry and business communities.
, Strategic developments;
, Effective investor communications;
, Efficient cash flow and balance sheet management;
, Maintenance of core financial controls and system improvements; and
, Development of senior finance support team.
, Strategic developments;
, Commodity trading performance;
, Retail sales operations and strategy;
, Logistics and optimisation; and
, Lead commercial process and systems programme coordination.
, Development of strategy and clear strategic objectives;
, Lead process to embed the Group’s core values;
, Maintain effective external communications on regulation and policy;
, Leadership for biomass transformation; and
, Financial performance.
The Committee assessed the performance of each of the executive directors against the broad leadership and specific objectives.
The executive directors, as members of the Executive Committee, were assessed as providing effective day-to-day leadership
of the Group as a unified leadership team. Each were considered to have met or exceeded personal targets. The assessment
resulted in a personal score of 1.2 for each director.
For 2014 bonus awards, the target bonuses for the Chief Executive and the other executive directors were 75% and 70% of base
salary respectively. Their maximum bonuses were 150% and 140% of base salary respectively. 65% of any bonus award is paid in
cash and 35% is deferred in shares that vest after three years and are forfeited if the executive leaves the Group other than as a
“good leaver” before the end of that period.
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Actual bonus awards for 2014
Executive director
Peter Emery
Tony Quinlan
Paul Taylor
Production Director
Finance Director
Retail and Trading Director
Dorothy Thompson
Chief Executive
Note:
Value of bonus
£000
2014 bonus payment
(as a % of base salary)
339
392
285
618
102%
102%
102%
110%
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(1) The value of bonus shown in the table above is made up of 65% paid in cash and 35% deferred into shares.
Details of deferred bonus share awards (Audited information)
The following deferred bonus shares awarded in respect of the 2011 annual bonus vested in 2014.
Executive director
Peter Emery
Tony Quinlan
Paul Taylor
Production Director
Finance Director
Retail and Trading Director
Dorothy Thompson
Chief Executive
Note:
Value of vesting
£000
166
202
101
321
Number of
shares
20,943
25,431
12,777
40,515
(1) The value of the vesting is based on the quarter up share price (793.25 pence) at which the shares were subject to income tax and National Insurance Contributions on the vesting date..
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Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
Detail of BMP incentive outcomes (Audited information)
Awards under the BMP which were subject to performance conditions which vested in 2014 were:
TSR performance condition:
100%
Scorecard performance condition:
97.16%
Directors’ interests under the BMP
The following information shows the interests of the directors as at the end of the financial year in the Company’s BMP including
awards made during the year:
As at
1 January 2014
Awards made
during the year
Awards vesting
during the year
Awards lapsing
during the year
As at
31 December 2014
Face value
of awards (£)(4)
Peter Emery
2011 Matching Award
2011 Deferred Award
Dividend shares awarded
2012 Matching Award
2012 Deferred Award
2013 Matching Award
2013 Deferred Award
2014 Matching Award
2014 Deferred Award
Total
Tony Quinlan
2011 Matching Award
2011 Deferred Award
Dividend shares awarded
2012 Matching Award
2012 Deferred Award
2013 Matching Award
2013 Deferred Award
2014 Matching Award
2014 Deferred Award
Total
Paul Taylor
2011 Matching Award
2011 Deferred Award
Dividend shares awarded
2012 Matching Award
2012 Deferred Award
2013 Matching Award
2013 Deferred Award
2014 Matching Award
2014 Deferred Award
Total
Dorothy Thompson
2011 Matching Award
2011 Deferred Award
Dividend shares awarded
2012 Matching Award
2012 Deferred Award
2013 Matching Award
2013 Deferred Award
2014 Matching Award
2014 Deferred Award
Total
Notes:
125,660
20,943
–
99,937
16,656
83,817
13,970
–
–
360,983
152,588
25,431
–
121,353
20,225
101,778
16,963
–
–
438,338
76,667
12,777
–
83,981
13,996
70,434
11,739
–
–
269,594
243,093
40,515
–
193,332
32,222
162,146
27,024
–
–
698,332
–
–
22,797
–
–
–
–
67,936
11,322
102,055
–
–
27,682
–
–
–
–
82,494
13,749
123,925
–
–
13,907
–
–
–
–
57,089
9,514
80,510
–
–
44,104
–
–
–
–
131,425
21,904
197,433
123,875
20,943
22,797
–
–
–
–
–
–
1,785
–
–
–
–
–
–
–
–
–
–
–
99,937
16,656
83,817
13,970
67,936
11,322
–
–
–
460,310
76,718
386,061
64,346
312,913
52,149
167,615
1,785
293,638
1,352,497
150,421
25,431
27,682
–
–
–
–
–
–
2,167
–
–
–
–
–
–
–
–
–
–
–
121,353
20,225
101,778
16,963
82,494
13,749
–
–
–
558,952
93,156
468,789
78,132
379,967
63,328
203,534
2,167
356,562
1,642,325
75,578
12,777
13,907
–
–
–
–
–
–
1,089
–
–
–
–
–
–
–
–
–
–
–
83,981
13,996
70,434
11,739
57,089
9,514
–
–
–
386,816
64,466
324,419
54,070
262,952
43,281
102,262
1,089
246,753
1,136,544
239,641
40,515
44,104
–
–
–
–
–
–
3,452
–
–
–
–
–
–
–
–
–
–
–
193,332
32,222
162,146
27,024
131,425
21,904
–
–
–
890,487
148,415
746,844
124,473
605,344
100,890
324,260
3,452
568,053
2,616,452
(1) In accordance with the BMP Rules, Dividend shares are only awarded, at the time and in the event that, awards actually vest. No Dividend shares are awarded where the initial awards lapse. The number of
Dividend shares awarded is calculated based on the actual dividends paid to ordinary shareholders in the period following the initial award up until the award vests.
(2) The Deferred Awards referred to above are the share awards made in respect of the deferral of cash bonus awarded each year. Those share awards operate under the rules of the BMP.
(3) Details of the conditions subject to which the above awards will vest are given on page 82.
(4) The face value of the awards is calculated based on the share price on 31 December 2014, which was 460.60 pence per share.
91
Drax Group plc
Annual report and accounts 2014
Total pension entitlements for defined contribution schemes (Audited information)
Executive directors are entitled to non-contributory membership of the Group’s defined contribution pension plan with
either an employer contribution of 20% of base salary, or have contributions to a personal pension, or cash in lieu of pension,
or a combination of any of these up to a maximum contribution of 20% of base salary.
No director was a member of the defined benefit scheme.
Payments for loss of office
No director left the business during the year and therefore no payments for loss of office were made to directors during
the financial year.
Shareholder voting
The table below shows the voting outcome for the Remuneration report at the Annual General Meeting held on 23 April 2014.
Approval of Remuneration Policy
272,348,741
82.01%
17,116,591
Approval of Remuneration report
271,115,051
81.63%
56,830,190
For
(%)
Against
(%)
5.15%
17.11%
Abstain
(%)
Total
42,643,941
12.84%
332,109,273
4,164,032
1.25%
332,109,273
Statement of directors’ shareholding and share interests (Audited information)
During the year, the shareholding guidelines required executive directors who receive shares by virtue of share plan awards or who
receive deferred bonus shares to retain 50% of the shares received net (i.e. after income tax and national insurance contributions)
until the value was equal to at least 175% and 125% of salary respectively for the Chief Executive and other executive directors.
Only shares that have actually vested count towards the threshold.
In March 2014, immediately post the vesting of the 2011 BMP Awards, the shareholding guidelines were fully met to the
extent that the value of the Chief Executive’s shareholding was 311% of salary and each of the other executive directors held
between 137% and 175% of salary. The following table shows the executive directors’ shareholdings and share interests at
31 December 2014.
Name
Year ended
31 December 2014
Beneficial ownership of director or
connected persons
Deferred Awards not subject
to performance
BMP Awards
subject to
performance
Total
SIP(2)
Share Awards(3)
SAYE
Options
BMP
Share Awards
Peter Emery
Number
Shares
73,251
2,616
Value at year end(1)
£337,394
£12,049
Tony Quinlan
Number
Value at year end(1)
Paul Taylor
Number
Value at year end(1)
Dorothy Thompson
Number
84,450
£388,977
47,221
£217,500
226,508
803
£3,699
2,694
£12,409
2,616
41,948
£193,212
50,937
£234,616
35,249
£162,357
81,150
–
–
251,690
369,505
£1,159,284
£1,701,940
3,304
305,625
445,119
£15,218
£1,407,709
£2,050,218
–
–
211,504
296,668
£974,187
£1,366,453
4,294
486,903
801,471
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Value at year end(1)
£1,043,296
£12,049
£373,777
£19,778
£2,242,675
£3,691,575
Notes:
(1) Share price at 31 December 2014 was 460.60 pence per share.
(2) SIP awards (operated until 2009) which are held by a Trustee, are shown above under the “Beneficial ownership” section.
(3) The deferred share awards not subject to performance are the annual bonus deferred shares.
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There is no shareholding requirement for non-executive directors. The table below shows the shareholding of the non-executive
directors and their connected persons and the value as at 31 December 2014.
Name
Charles Berry
Tim Cobbold
Melanie Gee
David Lindsell
Tony Thorne
Notes:
(1) Share price at 31 December 2014 was 460.60 pence per share.
Number of shares
1,730
1,000
7,900
7,500
7,500
Value (£)(1)
7,968
4,606
36,387
34,545
34,545
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Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
Service agreements
The following table shows for each person who was a director of the Company at 23 February 2015 or who served as a director of
the Company at any time during the year ended 31 December 2014, the commencement date and term of the service agreement
or contract for services, and details of the notice periods.
Contract start date
Contract term (years)
Unexpired term at the date of
publication (months)
Notice period by the
Company (months)
Notice period by the
director (months)
Director
Charles Berry
Tim Cobbold
Phil Cox
Melanie Gee
Peter Emery
David Lindsell
Tony Quinlan
Paul Taylor
17 April 2014
3 years
2 years and 2 months
27 September 2013
3 years
1 year and 7 months
1 January 2015
1 January 2013
3 years
2 years and 10 months
3 years
10 months
3 September 2013
Indefinite term
Not applicable
1 December 2014
3 September 2013
3 September 2013
3 years
2 years and 9 months
Indefinite term
Indefinite term
Indefinite term
Not applicable
Not applicable
Not applicable
Dorothy Thompson
3 September 2013
Tony Thorne
29 June 2013
3 years
1 year and 4 months
Value of £100 invested
6
1
6
1
12
1
12
12
12
1
6
1
6
1
12
1
12
12
12
1
The following graph shows how the value of £100 invested in the Company on 31 December 2008 has changed and compares
that performance with the changing value of the same amount invested at the same time in the FTSE100 and FTSE250
indices. These indices have been chosen as suitable broad comparators against which the Company’s shareholders may judge
their relative returns given that, in recent years, the Company has been a member of both the FTSE100 and FTSE250 indices.
The graph reflects the TSR (determined according to usual market practice) for the Company and each of the indices referred to
on a cumulative basis over the period from 31 December 2007 to 31 December 2014.
TSR performance – Drax versus FTSE100 and FTSE250
Drax
FTSE100
FTSE250
300
250
200
150
100
Dec 08
Jun 09
Dec 09
Jun 10
Dec 10
Jun 11
Dec 11
Jun 12
Dec 12
Jun 13
Dec 13
Jun 14
Dec 14
Chief Executive’s pay in last five financial years
Year
Dorothy Thompson’s total single figure (£000)
Bonus % of maximum awarded %
BMP Matching Award % of maximum vesting
2010
1,155
100%
–
2011
1,196
100%
–
2012
1,406
100%
–
2013
3,360
100%
–
2014
1,854
73%
40.52%
93
Drax Group plc
Annual report and accounts 2014
Percentage change in the Chief Executive’s remuneration compared with the wider employee population
The table below shows how the percentage change in the Chief Executive’s salary, benefits and bonus between 2013 and
2014 compares with the percentage change in the average of each of those components of pay for a group of employees.
The Committee has selected all Group employees below executive director level based in the UK, as these are the vast majority
of Group employees and provide the most appropriate comparator. It excludes employees based in the US, which is a relatively
newly established business with only 135 employees at the end of 2014.
Salary
Taxable benefits
Percentage
increase
Percentage
increase
Dorothy Thompson
Average for UK employees(3)
3.10%
3.51%
0.16%
2.75%
Relative importance of spend on pay
Bonus
Percentage
increase
(13.0)%
(19.14)%
£000
2013
710.2
8.8
2014
617.9
7.1
The table below illustrates the relative importance of spend on pay compared to other disbursements from profit,
i.e. distributions to shareholders and capital expenditure. These were the most significant outgoings from the Company
in the last financial year, other than normal operating costs.
Relative importance of spend on pay
£m
£287,041,163
£199,753,968
£78,834,170
2013
£55,044,192
2014
2013
2014
2013
2014
£93,278,341
£94,508,705
Dividends £m
Capital expenditure £m
Remuneration £m
Statement of implementation of the Remuneration Policy in 2015
The Remuneration Policy was implemented following its approval by shareholders at the AGM in April 2014 as follows:
Salaries will be reviewed by the Committee in accordance with the Policy and will take account of the increase in base pay of the
collective bargaining group and other salary reviews in the Group.
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94
Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
Balanced Corporate Scorecard
The Scorecard measures and targets for 2015 have been established for the Group and for each Group business. Details of
performance against the measures will be disclosed in the 2015 Annual Report on Remuneration so far as possible whilst
maintaining commercial confidentiality. The following table sets out the categories and a description of the measures.
Group
Safety – Total recordable injury rate and
significant safety breaches
The target has been set at the same level as for 2014.
Finance – Group underlying earnings per share,
interest cover and Group controllable costs
Targets take account of Business Plan targets, market expectations and the terms of the Group’s
finance agreements.
Biomass sustainability
Drax Biomass
Pellet production
Improved understanding and support for biomass as a renewable will be measured using various
criteria including media analysis, adoption of standards and mandating of biomass use for electricity
generation.
2015 production volume targets have been set based on the commissioning and operating plans
of the two Gulf Cluster plants.
Proven pellet plant capacity
Target will be the plant design capacity.
Drax Power
Regulatory support
Unit availability
Biomass supplies
Haven Power
Cumulative sales volume
The measure relates to the progress and outcome of processes to confirm the nature and quantum
of regulatory support for Unit 1.
Measure of coal units forced outage rate and biomass units margin lost due to reduced availability.
Volume targets for biomass supplies secured, deliverable and under option over the short
and medium term, based on requirements necessary to achieve forecast operating regimes.
Retail sales volume measure for contracted sales for the period 2017-2019, with target based
on the Business Plan target.
Retail value added
A measure of additional value benefit compared to the equivalent wholesale market sales.
Performance measures for Bonus Matching Plan
The performance measures to be used in 2015 BMP Awards are as described on page 82 in the Remuneration Policy report.
Non-executive directors’ fees
No change will be made to non-executive directors’ fees, except as previously stated regarding the increase to Phil Cox’s fees
upon him becoming Chairman.
95
Drax Group plc
Annual report and accounts 2014
Committee activity and key decisions in 2014
Matters considered and decisions reached by the Committee in 2014 are shown in the table below:
February
The meeting considered the 2013 Balanced Corporate Scorecard and decided not to exercise its discretion to adjust the score,
and adopted the score for the purpose of determining relevant aspects of 2013 remuneration.
It also adopted the 2014 Balanced Corporate Scorecard for the purpose of determining relevant aspects of 2014 remuneration.
Approved executive director and senior staff personal scores and annual bonus awards for 2013.
Approved the vesting of the 2011 Bonus Matching Plan Awards, which was reported in the 2014 Annual Report on Remuneration.
Approved the executive directors’ 2014 objectives.
Considered and approved the 2013 Annual Remuneration report.
Approved awards under the Bonus Matching Plan and all-employee SAYE Share Plan.
March
Reviewed senior staff salaries, including executive directors.
Reviewed the Chairman’s remuneration.
September
Agreed the remuneration package on the appointment of the Head of Construction, a member of senior staff.
November
Reviewed analysis of the nature and level of remuneration in the Group as a whole.
Approved the Group Employment Charter.
Considered an initial proposal for the operation of share plans in 2015.
Reviewed and approved certain remuneration and termination terms for members of senior staff (none of whom were directors).
Reviewed and considered the approach to assessment of the 2014 Balanced Corporate Scorecard based on forecast results
and relevant events.
Reviewed the fees and independence of PwC, the Committee’s remuneration advisers.
Reviewed the Committee’s Terms of Reference.
In 2014, the Remuneration Committee comprised Tony Thorne, Chairman of the Committee; Charles Berry, Chairman of the
Company; Tim Cobbold; David Lindsell; and Melanie Gee, all of whom are independent non-executive directors. The Group
Company Secretary acted as Secretary to the Committee.
The Chief Executive was invited to attend meetings of the Committee except when her own remuneration was discussed.
The Committee met on seven occasions during the year and its members’ attendance record is set out on page 67 along with
details of other attendees.
Advisers to the Committee
The adviser to the Committee for the year was PricewaterhouseCoopers LLP (“PwC”). PwC is an independent adviser appointed
by the Committee in October 2010, following a competitive tender process, to advise on market practice and remuneration of
executive and non-executive directors.
From time to time the Group engages PwC to provide financial, taxation and related advice on specific matters. The Committee
will continue to monitor such engagements in order to be satisfied that they do not affect PwC’s independence as an adviser to
the Committee.
PwC was paid £11,000 during 2014 in respect of advice given to the Committee.
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The Committee also considers the views of the Chief Executive regarding the performance and remuneration of the other
executive directors and senior staff.
The Committee is also advised by Philip Hudson, the Group Company Secretary and by Richard Neville, the Head
of Human Resources.
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96
Drax Group plc
Annual report and accounts 2014
Remuneration Committee report (continued)
Other matters
Wider employee population
The average pensionable pay of an executive director is 9.45 times the average of pensionable pay for all UK employees within
the Group.
External appointments
Remuneration received by executive directors for service as a non-executive director elsewhere is retained.
Dorothy Thompson is a non-executive director of Johnson Matthey plc and also of the Court of the Bank of England and received
£63,455 and £6,250 respectively in fees for those appointments during 2014.
Tony Quinlan is a non-executive member of the Port of London Authority board and received £31,725 in fees for that appointment
during 2014.
Peter Emery is a non-executive director of NG Bailey Limited and received £39,000 in fees for that appointment during 2014.
This report was reviewed and approved by the Remuneration Committee on 23 February 2015.
Tony Thorne
Chairman of the Remuneration Committee
97
Drax Group plc
Annual report and accounts 2014
Independent auditor’s report to the members of Drax Group plc
Opinion on financial statements of
Drax Group plc
In our opinion:
, the financial statements give a true and fair view of the
state of the Group’s and of the parent company’s affairs as
at 31 December 2014 and of the group’s profit for the year
then ended;
, the Group financial statements have been properly prepared
in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union;
, the parent Company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
, the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006 and,
as regards the Group financial statements, Article 4 of the
IAS Regulation.
The financial statements comprise the Consolidated income
statement, the Consolidated statement of comprehensive
income, the Consolidated and parent company balance sheets,
the Consolidated cash flow statement, the Consolidated
statement of changes in equity, the related Group notes 1 to 36
and the related parent Company only notes 1 to 8. The financial
reporting framework that has been applied in the preparation
of the Group financial statements is applicable law and IFRSs
as adopted by the European Union. The financial reporting
Risk
Useful economic life and carrying value of property, plant and
equipment
The net book value of fixed assets at 31 December 2014 is
£1.7 billion (2013: £1.6 billion). The assessment and timing of
whether assets meet the capitalisation criteria set out in IAS 16
Property, Plant and Equipment, the estimation of appropriate
useful economic lives and the assessment of whether any
impairment indicators are present, such as redundant assets,
all require judgement. Further explanation is included in
the Group’s critical accounting judgements, estimates and
assumptions in note 3 and the Audit Committee report on
page 74.
Valuation of commodity contracts
The valuation of commodity contracts is complex and requires
judgement in areas such as estimates of future prices, market
movements and assumptions of credit risk.
The accounting standards governing the availability and
application of hedge accounting are complex, and require
judgement in their applications.
Further detail of the key judgements are disclosed in the
Group’s critical accounting judgements, estimates and
assumptions in note 3 and the Audit Committee report on
page 74.
framework that has been applied in the preparation of the
parent Company financial statements is applicable law and
United Kingdom Accounting Standards (United Kingdom
Generally Accepted Accounting Practice).
Going concern
As required by the Listing Rules we have reviewed the
directors’ statement that the Group is a going concern,
contained within the operational and financial performance
review. We confirm that:
, we have concluded that the directors’ use of the going
concern basis of accounting in the preparation of the
financial statements is appropriate; and
, we have not identified any material uncertainties that may
cast significant doubt on the Group’s ability to continue as a
going concern
However, because not all future events or conditions can be
predicted, this statement is not a guarantee as to the Group’s
ability to continue as a going concern.
Our assessment of risks of material misstatement
The assessed risks of material misstatement described below
are those that had the greatest effect on our audit strategy, the
allocation of resources in the audit and directing the efforts of
the engagement team and are the same risks as identified in
the prior year.
How the scope of our audit responded to the risk
We tested a sample of fixed asset additions to third party
evidence such as purchase invoice and bank statement
to assess the validity, valuation and appropriateness of
capitalisation of those additions.
We considered the circumstances as to whether any additions
or prevailing events would give rise to indicators of impairment
such as redundant assets.
We reviewed management assumptions over the carrying
value and useful economic life of key assets by consideration
of internal and external available data. We challenged
management’s assumptions in estimating the useful economic
lives of existing and new assets capitalised in the year based
on our knowledge of the business.
We used financial instruments specialists to test
management’s key judgements and calculations, including
testing a sample of trades undertaken to supporting trade
tickets confirming key information such as volumes and
market price. We challenged the assumptions involved in
determining valuation, hedge effectiveness and credit risk,
including analysis of the forward price curves used and hedge
effectiveness documentation maintained.
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98
Drax Group plc
Annual report and accounts 2014
Independent auditor’s report to the members of Drax Group plc (continued)
Risk
Valuation of biomass and coal stocks
Biomass stocks of £80 million and coal stocks of £148 million
(2013: £36m and £141m respectively) are held on the balance
sheet at year end. The valuation of biomass and coal stocks
is dependent upon the estimation or measurement of the
tonnage held, the calorific value, its purchase price and its
net realisable value. The weighted average cost calculation
is complex for both coal and biomass and this results in
increasing risk of management error or bias and therefore an
increased risk of material misstatement. Further details of the
key accounting policy judgements are included in note 3.
Valuation and recoverability of Renewable Obligation
Certificates (ROCs)
£174 million of ROCs are held on the balance sheet at the year
end (2013: £140 million). ROCs are recognised as they are
earned through generating electricity from burning biomass
and initially recognised at fair value (reducing the cost of
biomass in the income statement) and subsequently written
down to the net realisable value as appropriate. Judgement is
required from management in estimating both the initial fair
value and estimated net realisable value, including the value
of any recycling fund element. Further detail is explained in
the Group’s critical accounting judgements, estimates and
assumptions in note 3 and the Audit Committee report on
page 74.
Our audit procedures relating to these matters were designed
in the context of our audit of the financial statements as a
whole, and not to express an opinion on individual accounts
or disclosures. Our opinion on the financial statements is not
modified with respect to any of the risks described above, and
we do not express an opinion on these individual matters.
Our application of materiality
We define materiality as the magnitude of misstatement in the
financial statements that makes it probable that the economic
decisions of a reasonably knowledgeable person would be
changed or influenced. We use materiality both in planning
the scope of our audit work and in evaluating the results of
our work.
We determined materiality for the Group to be £6.1 million
(2013: £10 million), which is approximately 5% (2013: 7%) of
adjusted pre-tax profit, and below 1% (2013: 1%) of equity. Pre-
tax profit has been adjusted by excluding the effect of volatility
from unrealised gains or losses on derivative contracts and
the one-off CESP settlement (as described in note 2) from our
determination. Adjusted pre-tax profit is an appropriate base
for determining materiality as shareholders place significant
value on the income statement, adjusted for these items.
The percentage applied to adjusted pre-tax profit has been
reduced to align more closely with comparable companies.
We agreed with the Audit Committee that we would report
to the Committee all audit differences in excess of £0.1 million
(2013: £0.2 million), as well as differences below that threshold
that, in our view, warranted reporting on qualitative grounds.
We also report to the Audit Committee on disclosure matters
that we identified when assessing the overall presentation of
the financial statements.
How the scope of our audit responded to the risk
Our audit procedures include testing the underlying weighted
average cost calculation for both coal and biomass to source
data such as purchase invoice for amounts delivered in the
year. This also included sample testing of the calorific value to
third party laboratory reports or purchase invoice.
We also assessed the results of external surveys completed
on the coal pile and attended the survey to assess the controls
over the accuracy of the survey. We assessed biomass
deliveries and usage associated with the calculation of
biomass volumes held at the year end.
On a sample basis we also received external stock confirmation
for stocks held off site.
We have assessed the initial fair value of ROCs by agreement
of the buy-out price to available third party supporting
information and external sales agreements.
We have also challenged the estimation by management
of the recycling fund element which impacts the estimated
net realisable value of the ROCs held in the balance sheet at
year end. This included comparison to other available third
party estimates.
We gain assurance over the ROCs generated in the year by
agreement to Ofgem confirmation certificates and available
burn data.
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of
the Group and its environment, including Group-wide controls,
and assessing the risks of material misstatement at the Group
level. Based on that assessment, we focused our Group audit
scope primarily on the audit work at three locations (2013:
the same three locations), being Drax Power, Haven Power
and Drax Biomass. All of these were subject to a full audit.
These three locations represent the principal business units
and account for all of the Group’s net assets, revenue and profit
before tax. They were also selected to provide an appropriate
basis for undertaking audit work to address the risks of material
misstatement identified above. Our audit work at the three
locations was executed at levels of materiality applicable to
each individual entity which were lower than Group materiality
and ranged from £2.9 million to £5.5 million (2013: £5.0 million
to 8.5 million).
At the parent entity level we also tested the consolidation
process and carried out analytical procedures to confirm our
conclusion that there were no significant risks of material
misstatement of the aggregated financial information of
the remaining components not subject to audit or audit of
specified account balances.
The Group audit team follow a programme of planned visits
that has been designed so that the Senior Statutory Auditor
visits the most significant locations where the Group audit
scope was focused at least once a year. In years when we
do not visit a significant component we will include the
component audit partner in our team briefing, discuss their risk
assessment and review documentation of the findings from
their work.
99
Drax Group plc
Annual report and accounts 2014
Opinion on other matters prescribed by the
Companies Act 2006
In our opinion:
, the part of the Directors’ remuneration report to be audited
has been properly prepared in accordance with the
Companies Act 2006; and
, the information given in the Strategic report and the
Directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements.
Matters on which we are required
to report by exception
Adequacy of explanations received and accounting records
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 parent Company financial statements are not in
agreement with the accounting records and returns.
We have nothing to report in respect of these matters
Directors’ remuneration
Under the Companies Act 2006 we are also required to report
if in our opinion certain disclosures of directors’ remuneration
have not been made or the part of the Directors’ remuneration
report to be audited is not in agreement with the accounting
records and returns. We have nothing to report arising from
these matters.
Corporate governance statement
Under the Listing Rules we are also required to review the
part of the Corporate governance statement relating to the
Company’s compliance with ten provisions of the UK Corporate
Governance Code. We have nothing to report arising from
our review.
Our duty to read other information in the Annual Report
Under International Standards on Auditing (UK and 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 Group acquired
in the course of performing our audit; or
, otherwise misleading.
In particular, we are required to consider whether we have
identified any inconsistencies between our knowledge
acquired during the audit and the directors’ statement
that they consider the Annual report is fair, balanced and
understandable and whether the Annual report appropriately
discloses those matters that we communicated to the
Audit Committee which we consider should have been
disclosed. We confirm that we have not identified any such
inconsistencies or misleading statements.
Respective responsibilities of directors and auditor
As explained more fully in the Directors’ responsibilities
statement, 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 International Standards on Auditing (UK
and Ireland). Those standards require us to comply with the
Auditing Practices Board’s Ethical Standards for Auditors.
We also comply with International Standard on Quality Control
1 (UK and Ireland). Our audit methodology and tools aim to
ensure that our quality control procedures are effective,
understood and applied. Our quality controls and systems
include our dedicated professional standards review team and
independent partner reviews.
This report is made solely to the Company’s members, as a
body, in accordance with Chapter 3 of Part 16 of the Companies
Act 2006. Our audit work has been undertaken so that we
might state to the Company’s members those matters we
are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other than the
Company and the Company’s members as a body, for our audit
work, for this report, or for the opinions we have formed.
Scope of the audit of the financial statements
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 and 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 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.
James Leigh, FCA (Senior statutory auditor)
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London, UK
23 February 2015
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100
Drax Group plc
Annual report and accounts 2014
Consolidated income statement
Revenue
Fuel costs in respect of generation
Cost of power purchases
Grid charges
Other retail costs
Total cost of sales
Gross profit
Operating and administrative expenses
EBITDA(1)
CESP settlement
Depreciation and amortisation
Unrealised gains/(losses) on derivative contracts
Operating profit
Interest payable and similar charges
Interest receivable
Profit before tax
Tax:
– Before effect of changes in rate of corporation tax
– Effect of changes in rate of corporation tax
Total tax (charge)/credit
Profit for the year attributable to equity holders
Underlying profit for the year(2)
Earnings per share
– Basic and diluted
All results relate to continuing operations.
Years ended 31 December
2014
£m
2013
£m
2,805.0
2,062.1
Notes
4
(1,224.8)
(715.4)
(334.6)
(80.4)
(2,355.2)
449.8
(220.4)
229.4
(20.0)
(80.7)
65.8
194.5
(29.9)
1.3
165.9
(37.2)
–
(37.2)
(945.8)
(352.5)
(238.8)
(79.9)
(1,617.0)
445.1
(215.1)
230.0
–
(64.8)
(110.2)
55.0
(24.8)
1.6
31.8
(2.7)
22.3
19.6
128.7
51.4
96.0
142.3
pence
32
pence
13
5
4
2
11
20
6
6
7
7
9
9
(1) EBITDA is defined as profit before interest, tax, depreciation, amortisation and unrealised gains and losses on derivative contracts and CESP settlement.
Non-statutory measures are described fully in note 2.
(2) Underlying profit for the year is profit for the year before the post tax effect of the unrealised gains/(losses) on derivative contracts and the CESP settlement.
A full reconciliation of underlying earnings is provided in note 9.
101
Drax Group plc
Annual report and accounts 2014
Consolidated statement of comprehensive income
Profit for the year
Items that will not be reclassified subsequently to profit or loss:
Actuarial gains/(losses) on defined benefit pension scheme
Deferred tax on actuarial gains/(losses) on defined benefit pension scheme
Items that may be subsequently reclassified to profit or loss:
Exchange differences on translation of foreign operations
Fair value gains/(losses) on cash flow hedges
Deferred tax on cash flow hedges before corporation tax rate change
Impact of corporation tax rate change on deferred tax on cash flow hedges
Other comprehensive income/(expense)
Total comprehensive income for the year attributable to equity holders
Years ended 31 December
Notes
33
7
28
7
7
2014
£m
128.7
3.4
(0.7)
(0.2)
100.4
(20.1)
–
82.8
211.5
2013
£m
51.4
(2.8)
0.6
2.0
(58.7)
8.6
2.6
(47.7)
3.7
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102
Drax Group plc
Annual report and accounts 2014
Consolidated balance sheet
Assets
Non-current assets
Goodwill and other intangible assets
Property, plant and equipment
Derivative financial instruments
Current assets
Inventories
ROC and LEC assets
Trade and other receivables
Derivative financial instruments
Short-term investments
Cash and cash equivalents
Liabilities
Current liabilities
Trade and other payables
Current tax liabilities
Borrowings
Derivative financial instruments
Net current assets
Non-current liabilities
Borrowings
Derivative financial instruments
Provisions
Deferred tax liabilities
Retirement benefit obligations
Net assets
Shareholders’ equity
Issued equity
Capital redemption reserve
Share premium
Merger reserve
Hedge reserve
Retained profits
Total shareholders’ equity
As at 31 December
2014
£m
2013
£m
Notes
10
11
20
13
14
15
20
16
17
18
19
20
19
20
23
24
33
25
27
27
27
28
29
10.7
1,697.2
111.2
1,819.1
242.4
184.5
368.7
139.1
40.1
180.9
1,155.7
468.3
1.4
0.6
130.7
601.0
554.7
319.0
232.2
29.8
185.9
34.3
801.2
37.2
1,581.4
8.7
1,627.3
196.5
139.5
246.2
29.6
20.0
267.3
899.1
365.5
9.7
0.2
105.2
480.6
418.5
215.9
212.1
32.4
133.8
41.7
635.9
1,572.6
1,409.9
46.8
1.5
422.8
710.8
16.4
374.3
46.5
1.5
422.5
710.8
(63.9)
292.5
1,572.6
1,409.9
The consolidated financial statements of Drax Group plc, registered number 5562053, were approved and authorised for issue
by the Board of directors on 23 February 2015.
Signed on behalf of the Board of directors:
Dorothy Thompson CBE
Chief Executive
Tony Quinlan
Finance Director
103
Drax Group plc
Annual report and accounts 2014
Consolidated statement of changes in equity
At 1 January 2013
Profit for the year
Other comprehensive expense
Total comprehensive (expense)/income
for the year
Equity dividends paid (note 8)
Issue of share capital (note 25)
Movement in equity associated with
share-based payments (note 26)
At 1 January 2014
Profit for the year
Other comprehensive income
Total comprehensive income
for the year
Equity dividends paid (note 8)
Issue of share capital (note 25)
Movement in equity associated with
share-based payments (note 26)
At 31 December 2014
Issued
equity
£m
46.4
–
–
–
–
0.1
–
46.5
–
–
–
–
0.3
–
46.8
Capital
redemption
reserve
£m
Share
premium
£m
Merger
reserve
£m
Hedge
reserve
£m
Retained
profits
£m
Total
£m
1.5
420.7
710.8
(16.4)
314.3
1,477.3
–
–
–
–
–
–
–
–
–
–
1.8
–
–
–
–
–
–
–
–
(47.5)
51.4
(0.2)
51.4
(47.7)
(47.5)
51.2
3.7
–
–
–
(78.8)
(78.8)
–
5.8
1.9
5.8
1.5
422.5
710.8
(63.9)
292.5
1,409.9
–
–
–
–
–
–
–
–
–
–
0.3
–
–
–
–
–
–
–
–
80.3
80.3
–
–
–
128.7
2.5
131.2
(55.0)
–
5.6
128.7
82.8
211.5
(55.0)
0.6
5.6
1.5
422.8
710.8
16.4
374.3
1,572.6
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104
Drax Group plc
Annual report and accounts 2014
Consolidated cash flow statement
Cash generated from operations
Income taxes paid
Other (losses)/gains
Interest paid
Interest received
Net cash from operating activities
Cash flows from investing activities
Purchases of property, plant and equipment
Short-term investments
Net cash used in investing activities
Cash flows from financing activities
Equity dividends paid
Proceeds from issue of share capital
Repayment of borrowings
New borrowings
Other financing costs paid
Net cash generated from financing activities
Net decrease in cash and cash equivalents
Cash and cash equivalents at 1 January
Cash and cash equivalents at 31 December
Years ended 31 December
2014
£m
127.3
(14.2)
(0.4)
(23.2)
0.2
89.7
(200.1)
(20.1)
(220.2)
(55.0)
0.6
(0.3)
100.0
(1.2)
44.1
(86.4)
267.3
180.9
2013
£m
170.5
(10.6)
2.2
(21.3)
1.5
142.3
(301.7)
10.0
(291.7)
(78.8)
1.9
(0.7)
125.0
(2.4)
45.0
(104.4)
371.7
267.3
Notes
30
8
19
17
105
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements
1
General information
Simplifying the numbers… These notes provide additional detail on the disclosures within our annual report and accounts.
Throughout the notes we have included explanations of the information presented. In general, the notes to the financial
statements include additional information required by law, International Financial Reporting Standards (“IFRS”) or other
regulations to facilitate a better, more detailed understanding of the primary financial statements set out on pages 100 to 104.
Our business model… Where relevant to do so, we have set out key elements of our business model and strategy (see pages 6
to 15) and how pursuit of this has impacted our financial results.
Drax Group plc (the “Company”) is incorporated in England and Wales under the Companies Act. The Company and its subsidiaries
(together the “Group”) predominantly operate in the electricity generation and supply industry within the UK. The address of the
Company’s registered office and principal establishment is Drax Power Station, Selby, North Yorkshire YO8 8PH, United Kingdom.
The principal operating companies of the Group are disclosed in note 4 to the Company’s separate financial statements, which
follow these consolidated financial statements. The principal activities of the Group are the sourcing of fuel from both domestic
and international sources, the generation and sale of electricity into the wholesale market at Drax Power Station, and the sale of
retail electricity to business consumers by Haven Power Limited (“Haven Power”).
2
Basis of preparation
This section describes the accounting standards we have followed in preparing these financial statements and the
interpretation of accounting standards into accounting policies which are relevant to our Group. Wherever possible, we have
explained how our accounting policies work in practice within the relevant note to the consolidated financial statements,
and have not sought to repeat that information here.
The financial statements have been prepared in accordance with IFRS as adopted by the European Union and therefore the
consolidated financial statements comply with Article 4 of the EU IAS Regulations.
The financial statements have been prepared on a going concern basis, as explained in Operational and financial performance
on page 44, and on the historical cost basis, except for certain financial assets and liabilities that have been measured at fair value.
Basis of consolidation
These consolidated financial statements incorporate the financial results of the Company and of all entities controlled by
the Company, (its subsidiaries) made up to 31 December each year. The company owns 100% of the equity of all subsidiaries
consolidated within these financial statements.
The impact of all intra-group transactions are eliminated on consolidation.
Accounting policies
Those accounting policies that are material to the understanding of our financial statements have been incorporated within
the relevant note or are set out below:
Revenue recognition
Revenue represents amounts receivable for goods or services provided in the normal course of business, net of trade discounts,
VAT and other sales-related taxes, and excluding transactions with or between group companies.
Revenues from the sale of electricity are recorded based upon output delivered at rates specified under contract terms or
prevailing market rates as applicable.
Revenues from sales of ROCs and LECs are recorded at the invoiced value, net of VAT. Revenue is recognised when the risks and
rewards of ownership have been substantially transferred to a third party, that being when the ROC or LEC is transferred to the
account of that third party.
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106
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
2. Basis of preparation (continued)
Where goods or services are exchanged for goods or services of similar nature and value, the exchange is not treated as giving
rise to revenue. Where goods or services are exchanged for goods or services of a dissimilar nature, the exchange is treated as
giving rise to revenue. The revenue is measured at the fair value of goods or services received, adjusted by the amount of any cash
or cash equivalents received or paid. If the fair value of the goods or services received cannot be measured reliably, the revenue
is measured at the fair value of the goods or services given up, adjusted by the amount of any cash or cash equivalents received
or paid.
Revenue from the sale of electricity directly to customers through our retail business, Haven Power is recorded after deduction of
agreed discounts, VAT and Climate Change Levy. Revenue is recognised on the supply of electricity when a contract exists, supply
has taken place, a quantifiable price has been established or can be determined and the receivables are expected to be recovered
at the point of sale. Energy supplied, but not yet measured or billed, is calculated based on consumption statistics and selling
price estimates.
Foreign currency transactions
Transactions in foreign currencies are translated into sterling at the exchange rate ruling at the date of the transaction and from
the translation at the exchange rate ruling at the balance sheet date of monetary assets and liabilities denominated in foreign
currencies. Foreign exchange gains and losses resulting from the settlement of such transactions, are recognised in the income
statement within finance costs.
Foreign operations
The assets and liabilities of foreign operations with a functional currency other than sterling are translated to sterling using
published exchange rates at the reporting date. The income and expenses of such operations are translated to sterling using
the exchange rate prevailing at the date of the transaction. Foreign exchange gains and losses resulting from the retranslation of
these operations are recognised in reserves.
Community Energy Saving Programme (“CESP”)
As described in Operating and financial performance on page 39, during the year the Group reached settlement with Ofgem
regarding its non-compliance with CESP.
As settlement has been agreed at the balance sheet date, full provision has been made in the financial statements for the
anticipated economic flows. Trade and other payables include an accrual for the £25 million cash settlement due to Ofgem and
National Energy Action. Trade and other receivables include an income accrual for the £5 million settlement reached with a
third party for related breach of contract.
Recognising the materiality of the settlement to the Group in both quantitative and qualitative terms, the net settlement has been
presented separately on the face of the income statement.
The settlement with Ofgem incorporates £3 million of additional remedies that will be delivered by a third party as further
consumer redress measures. This represents the settlement of an obligation with services and has no financial impact on the
Group. Accordingly no entries have been made in the financial statements in respect of this element of the transaction.
As a transaction that is one-off in nature and does not reflect the ongoing operational performance of the Group, the impact
of the CESP settlement has been excluded from our non-statutory financial performance measures, including EBITDA and
underlying profit.
Non-statutory measures of financial performance
We present two non-statutory measures on the face of the income statement. Our non-statutory measures exclude certain items,
including any transactions considered to be one-off in nature, to provide a measure of the underlying trading and operational
performance of the Group.
EBITDA is the primary measure we use to assess our financial performance. EBITDA is defined as profit before interest, tax,
depreciation, amortisation and unrealised gains and losses on derivative contracts. In 2014, it excludes the one-off settlement of
CESP described above.
Underlying measures, including underlying profit before and after tax and underlying earnings per share (EPS) exclude the impact
of unrealised gains and losses on derivative contracts and, in 2014, the one-off settlement of CESP. Underlying profit after tax and
EPS exclude the post-tax effect of these items.
Under our current distribution policy, dividends are calculated based upon 50% of underlying profit after tax. A reconciliation from
profit for the year attributable to equity holders to underlying profit after tax is provided in note 9.
107
Drax Group plc
Annual report and accounts 2014
2. Basis of preparation (continued)
Adoption of new and revised accounting standards
In 2014, a number of new, amended or revised standards and interpretations became effective. The Group adopted the following
standards from 1 January 2014:
IAS 32 (amended) – Offsetting financial assets and liabilities.
IFRS 10 (amended) – Consolidated financial statements.
IFRS 12 (amended) – Disclosure of interests in other entities.
IAS 27 (revised) – Separate financial statements.
IAS 36 (amended) – Impairment of Assets.
IAS 39 (amended) – Financial Instruments: Recognition & Measurement.
IFRIC 12 (interpretation) – Levies.
The adoption of these standards and interpretations has not had a material impact on the financial statements of the Group.
The disclosures required by IFRS 12 in respect of the Group’s interest in Capture Power Limited have been included at note 12.
At the date of authorisation of these financial statements, the following standards and relevant interpretations, which have not
been applied in these financial statements, were in issue but not yet effective (and some of which were pending endorsement
by the EU):
IFRS 9 – Financial Instruments – effective for annual reporting periods beginning on or after 1 January 2018.
IFRS 15 – Revenue from Contracts with Customers – effective for accounting periods beginning on or after 1 January 2017.
IAS 19 (amended) – Defined Benefit Plans: Employee Contributions – effective for annual reporting periods beginning on or after 1
February 2015.
Annual improvements to 2010-2012 Cycle – all amendments are effective for annual reporting periods beginning on or after 1
February 2015.
Annual improvements to 2011-2013 Cycle – all amendments are effective for annual reporting periods beginning on or after 1
January 2015.
Annual improvements to 2012-2014 Cycle – all amendments are effective for annual reporting periods beginning on or after 1 July
2016.
IFRS 11 (amended) – Joint Arrangements – applicable to annual reporting periods beginning on or after 1 January 2016.
IAS 16 (amended) – Property, Plant and Equipment and IAS 38 (amended) Intangible Assets– applicable to annual reporting periods
beginning on or after 1 January 2016.
IAS 27 (amended) – Separate Financial Statements – applicable to annual reporting periods beginning on or after 1 January 2016.
IFRS 10 (amended) – Consolidated Financial Statements and IAS 28 (amended) Investments in Associates and Joint Ventures (2011) –
effective for annual reporting periods beginning on or after 1 January 2016.
IAS 1 (amended) – Presentation of Financial Statements – effective for annual reporting periods beginning on or after 1
January 2016.
The Group is in the process of assessing the full impact of adopting IFRS 9 . The Group currently intends to adopt the standard in
the earliest permitted accounting period, subject to endorsement by the EU.
Adoption of the other standards in future periods is not expected to have a material impact on the financial statements of
the Group.
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108
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
3
Accounting judgements, estimates and assumptions
The preparation of financial statements in accordance with IFRS requires the use of estimates and assumptions that affect
the values of assets and liabilities and the amounts of income and expenditure recorded during the period. These estimates
are based on our reasonable knowledge of the amount, event or actions that require judgement, but the actual amount may
ultimately differ from the initial or subsequent estimates.
Critical accounting judgements, estimates and assumptions
The most important of these judgements – those that carry the most significant risk of an outcome that differs from the amount
recognised in the financial statements – are as follows:
Property, plant and equipment – Estimated useful lives and residual values are reviewed annually, taking into account prices
prevailing at each balance sheet date. The carrying values of property, plant and equipment are also reviewed for impairment
where there has been a trigger event (that is, an event which may have resulted in impairment) by assessing the present value
of estimated future cash flows and net realisable value compared with net book value. The calculation of estimated future cash
flows and residual values is based on management’s reasonable estimates of future prices, output and costs, and is therefore
subjective. Estimated useful lives are based on past experience, future replacement cycles and other available evidence; however
an inherent degree of judgement remains.
Derivatives – Derivative financial instruments are stated in the balance sheet at their fair value. Changes in the fair value
of derivatives are recorded for each period in earnings unless specific hedge accounting criteria are met. The fair values of
derivative instruments for commodities and foreign exchange rates are determined using forward price curves. Forward price
curves represent the Group’s estimates of the prices at which a buyer or seller could contract today for delivery or settlement
of a commodity or foreign exchange payment or receipt, at future dates. The Group generally bases forward price curves upon
readily obtainable market price quotations, as the Group’s commodity and forward foreign exchange contracts do not generally
extend beyond the actively traded portion of these curves. However, the forward price curves used are only an estimate of how
future prices will move and are, therefore, subjective. Where derivative financial instruments include options these are valued
using an option pricing model. Inputs to the model include market commodity prices, forward price curves, the term of the option,
discount rate and assumptions around volatility based on historical movements. The inputs include assumptions around future
transactions and market movements, as well as credit risk and are, therefore, subjective.
ROCs and LECs – ROCs and LECs are stated within the balance sheet at fair value on the date of recognition and subsequently
written down to net realisable value where appropriate. Inherent in the calculation of this fair value and in the estimate of net
realisable value is an assumption regarding future sales prices in the market. Historic experience indicates that the assumptions
used in the valuation are reasonable; however actual sales prices may differ.
Other accounting judgements, estimates and assumptions
Pensions – The Group operates an approved defined benefit scheme. The cost of providing benefits is determined using the
projected unit credit method and actuarial valuations of the plan assets and liabilities are carried out as at the balance sheet
date. Inherent in these valuations are key assumptions, including discount rates, inflation rates, salary and pension increases,
and mortality rates. These actuarial assumptions are reviewed annually and modified as appropriate. The Group believes that
the assumptions utilised in recording obligations under the scheme are reasonable based on prior experience, market conditions
and the advice of scheme actuaries. However, actual results may differ from such assumptions.
Taxation – In accounting for taxation the Group makes assumptions regarding the treatment of items of income and expenditure
for tax purposes. The Group believes that these assumptions are reasonable based on prior experience and consultation with
advisers. Full provision is made for deferred taxation at the rates of tax prevailing at the period end date unless future rates have
been substantively enacted. Deferred tax assets are recognised where it is considered more likely than not that they will be
recovered, taking into account the nature of the losses, and the certainty of the relevant offsetting income streams.
Impairment – The Group tests annually whether goodwill has suffered any impairment, in accordance with the accounting policy
detailed in note 10. The recoverable amounts of cash-generating units have been determined based on value in use calculations.
These calculations require the use of estimates.
Inventories – Fuel inventories are valued on a weighted average cost basis according to invoiced purchase prices, limited to net
realisable value where appropriate. The quantum of fuel on-site is calculated using a number of complementary methodologies
with the most prudent adoption for financial accounting purposes. Whilst value is largely based on observable costs, an element
of judgement remains in determining the requirement, if any, for a provision against stock values based on available data such as
market price trends and independent stock surveys and also in determining appropriate values in respect of fuel received but not
invoiced at the balance sheet date.
109
Drax Group plc
Annual report and accounts 2014
4
Segmental reporting
We view our operational business as two distinct areas – or segments – the generation of electricity at Drax Power Station
(“Generation”) and the supply of power to business customers (“Retail”). The respective financial performance of these
segments is shown here (and described in far greater detail in Operational and financial performance on pages 32 to 37).
The costs incurred by our US business, which is still in the development phase, during the current and previous year have been
included in the Generation segment.
The Generation business segment spans all three core activities of the Group in that it incorporates sourcing of coal, biomass
and other fuels, generation and supply (through its sales to the wholesale electricity market).
The Retail business segment contributes to the supply activities of the Group, through sales direct to the small and medium
enterprise and industrial and commercial markets.
Grow our retail business… Haven Power, our retail business, has demonstrated strong sales volume growth in the current and
previous year.
Information reported to the Board and for the purposes of assessing performance and making investment decisions is organised
into two operating segments. The measure of profit or loss for each reportable segment, presented to the Board on a regular
basis, is EBITDA.
Segment revenues and results
The following is an analysis of the Group’s results by reporting segment for the year ended 31 December 2014:
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Generation
£m
Retail
£m
Eliminations
£m
Consolidated
£m
Year ended 31 December 2014
1,714.6
735.2
1,090.4
–
2,449.8
1,090.4
–
2,805.0
(735.2)
(735.2)
–
2,805.0
234.9
(5.5)
–
229.4
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Revenue
External sales
Inter-segment sales
Total revenue
Result
Segment EBITDA
Central costs
CESP settlement
Depreciation and amortisation
Unrealised gains on derivative contracts
Operating profit
Net finance costs
Profit before tax
Inter-segment sales represent the sale of power, ROCs and LECs from the Generation business to the Retail business.
All inter-segment sales are entered into on arms length terms.
(20.0)
(80.7)
65.8
194.5
(28.6)
165.9
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110
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
4. Segmental reporting (continued)
The following is an analysis of the Group’s results by reporting segment for the year ended 31 December 2013:
Revenue
External sales
Inter-segment sales
Total revenue
Result
Segment EBITDA
Central costs
Depreciation and amortisation
Unrealised losses on derivative contracts
Operating profit
Net finance costs
Profit before tax
Generation
£m
Retail
£m
Eliminations
£m
Consolidated
£m
Year ended 31 December 2013
1,311.5
468.4
1,779.9
750.6
–
750.6
–
2,062.1
(468.4)
(468.4)
–
2,062.1
235.5
(5.5)
–
230.0
(64.8)
(110.2)
55.0
(23.2)
31.8
Assets and working capital are monitored on a Group basis, with no separate disclosure of asset by segment made in the
management accounts, and accordingly no separate asset disclosure is made here. However, spend on key capital projects
is monitored. Total spend on the biomass transformation project during 2014 was £125 million (2013: £228 million), of which
£85 million (2013: £117 million) relates to construction of assets within our US business.
The accounting policies of the reportable segments are the same as the Group’s accounting policies, which are described in the
notes to the consolidated financial statements. The revenue and results of both reporting segments presented are subject to
seasonality as detailed in Operational and financial performance, page 44.
Major customers
Total revenue for the year ended 31 December 2014 includes amounts of £320.6million and £288.7 million (2013: £222.3 million)
derived from two customers (2013: single customer), each representing 10% or more of the Group’s revenue for the year.
These revenues arose in the generation segment.
5
Operating expenses
This note sets out the material components of the “Operating and administrative expenses” line on our consolidated income
statement, page 100. including a detailed breakdown of the fees we paid to our auditor, Deloitte LLP, in respect of services they
have provided to us during the year.
Maximising the value of the Group… We remain focused on achieving strong operational cost performance and will continue
to carefully control our underlying cost base.
The following charges have been included in arriving at operating profit:
Staff costs (note 32)
Repairs and maintenance expenditure on property, plant and equipment
Other operating and administrative expenses
Total other operating and administrative expenses
Years ended 31 December
2014
£m
94.5
47.1
78.8
220.4
2013
£m
93.3
59.0
62.8
215.1
111
Drax Group plc
Annual report and accounts 2014
5. Operating expenses (continued)
Auditor’s remuneration
Audit fees:
Fees payable for the audit of the Group’s consolidated financial statements
Fees payable for the audit of the Company’s subsidiaries pursuant to legislation
Other fees:
Pursuant to legislation – interim review
Other services
Total audit related fees
Taxation services
Total non-audit fees
Total auditor’s remuneration
6 Net finance costs
Years ended 31 December
2014
£000
2013
£000
338
60
398
62
52
512
7
7
519
293
53
346
62
8
416
5
5
421
Finance costs reflect expenses incurred in managing our debt structure (such as interest payable on our bank loans) as well as
foreign exchange gains and losses, the unwinding of discounting on our provision for reinstatement and net interest charged
on the Group’s defined benefit pension scheme. These are offset by interest income that we generate through efficient use of
short-term cash surpluses – for example through investment in money market funds.
Interest payable and similar charges:
Interest payable on bank borrowings
Foreign exchange losses
Unwinding of discount on provisions (note 23)
Amortisation of deferred finance costs
Net finance cost in respect of defined benefit scheme (note 33)
Other financing charges
Total interest payable and similar charges
Interest receivable:
Interest income on bank deposits
Total interest receivable
Years ended 31 December
2014
£m
(16.8)
(5.5)
(1.1)
(3.0)
(1.5)
(2.0)
2013
£m
(13.5)
(4.0)
(0.9)
(2.9)
(1.7)
(1.8)
(29.9)
(24.8)
1.3
1.3
1.6
1.6
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112
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
7
Taxation
The tax charge includes both current and deferred tax. Current tax is the amount payable on this year’s taxable profits (which
are adjusted for items upon which we are not required to pay tax, or in some cases for items upon which we are required to pay
additional tax in respect of tax-disallowed expenditure). Deferred tax is an accounting adjustment which reflects where more
or less tax is expected to arise in the future due to differences between the accounting and tax rules.
The tax charge/(credit) reflects the estimated effective tax rate on profit before tax for the Group for the year ended 31 December
2014 and the movement in the deferred tax balance in the year, so far as it relates to items recognised in the income statement.
Current tax is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or
substantively enacted by the balance sheet date.
Deferred tax is the tax payable or recoverable on the difference between the carrying amounts of assets and liabilities in the
balance sheet and the corresponding tax bases used in the computation of taxable profits. Deferred tax liabilities are recognised
for all taxable temporary differences and deferred tax assets are recognised to the extent that it is considered more likely than not
that taxable profit will be available against which deductible temporary differences can be utilised.
In light of the complex nature of the CESP settlement, there is currently uncertainty as to the likely level of any tax deduction
available for the net settlement cost, on this basis no tax relief has been recognised in respect of this matter in these
financial statements.
Tax charge/(credit) comprises:
Current tax
Deferred tax
– Before impact of corporation tax rate change
– Impact of corporation tax rate change
Tax charge/(credit)
Tax on items charged/(credited) to other comprehensive income:
Deferred tax on actuarial losses on defined benefit pension scheme (note 24)
Deferred tax on cash flow hedges (note 24)
Years ended 31 December
2014
£m
2013
£m
5.9
5.5
31.3
–
37.2
(2.8)
(22.3)
(19.6)
Years ended 31 December
2014
£m
0.7
20.1
20.8
2013
£m
(0.6)
(11.2)
(11.8)
UK corporation tax is calculated at 21.5% (2013: 23.25%) of the estimated assessable profit for the year. Tax for other jurisdictions is
calculated at the rates prevailing in the respective jurisdictions. The charge/(credit) for the year can be reconciled to the profit per
the income statement as follows:
Profit before tax
Profit before tax multiplied by the rate of corporation tax in the UK of 21.5% (2013: 23.25%)
Effects of:
Adjustments in respect of prior periods
Expenses not deductible for tax purposes
Other
Impact of change to corporation tax rate
Total tax charge/(credit)
Years ended 31 December
2014
£m
165.9
35.7
(1.6)
5.4
(2.3)
–
37.2
2013
£m
31.8
7.4
(7.3)
1.2
1.4
(22.3)
(19.6)
113
Drax Group plc
Annual report and accounts 2014
8
Dividends
Dividends are amounts we return to our shareholders and are paid as an amount per ordinary share held. Our current dividend
policy is to return 50% of underlying earnings (see note 9) to our shareholders each year. The remaining 50% is retained for
reinvestment in the future growth of the business.
Amounts recognised as distributions to equity holders in the year
(based on the number of shares in issue at the record date):
Interim dividend for the year ended 31 December 2014 of 4.7 pence per share paid on 10 October
2014 (2013: 8.7 pence per share paid on 11 October 2013)
Final dividend for the year ended 31 December 2013 of 8.9 pence per share paid on 14 May 2014
(2013: 10.9 pence per share paid on 17 May 2013)
Years ended 31 December
2014
£m
2013
£m
19.0
36.0
55.0
35.0
43.8
78.8
At the forthcoming Annual General Meeting the Board will recommend to shareholders that a resolution is passed to approve
payment of a final dividend for the year ended 31 December 2014 of 7.2 pence per share (equivalent to approximately £29.0 million)
payable on or before 15 May 2015. The final dividend has not been included as a liability as at 31 December 2014.
9
Earnings per share
Earnings per share (“EPS”) represents the amount of our earnings (post-tax profits) that are attributable to each ordinary share
we have in issue. Basic EPS is calculated by dividing our earnings by the weighted average number of ordinary shares that were
in issue during the year. Diluted EPS demonstrates the impact if all outstanding share options (such as those to be issued under
our employee share schemes – see note 26), that are expected to vest on their future maturity dates, were exercised and
treated as ordinary shares as at the balance sheet date.
In addition to EPS, we calculate underlying EPS as it reflects the figures upon which our annual dividends are calculated
(note 8). Underlying EPS removes the post-tax effect of fair value movements on derivative contracts and the CESP
settlement, incurred in 2014, from earnings. Multiplying underlying basic EPS by 50% will give the total dividends per share for
the period.
Reconciliations of the earnings and weighted average number of shares used in the calculations are set out below:
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Earnings:
Earnings attributable to equity holders of the Company for the purposes of
basic and diluted earnings
Unrealised gains and losses on derivative contracts
CESP settlement
Tax impact of the above
Underlying earnings attributable to equity holders of the Company
Years ended 31 December
2014
£m
2013
£m
128.7
(65.8)
20.0
13.1
96.0
51.4
110.2
–
(19.3)
142.3
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114
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
9. Earnings per share (continued)
Number of shares:
Weighted average number of ordinary shares for the purposes of
basic earnings per share (millions)
Effect of dilutive potential ordinary shares under share plans
Weighted average number of ordinary shares for the purposes of
diluted earnings per share (millions)
Earnings per share – basic (pence)
Earnings per share – diluted (pence)
Underlying earnings per share – basic (pence)
Underlying earnings per share – diluted (pence)
10 Goodwill and other intangible assets
Years ended 31 December
2014
2013
404.4
2.9
402.3
4.6
407.3
406.9
32
32
24
24
13
13
35
35
Goodwill arises on the acquisition of a business, when the consideration paid exceeds the fair value of the assets acquired.
All of our goodwill relates to the acquisition of Haven Power, our retail business, in 2009. Other intangibles include any amounts
paid in respect of carbon emission allowances for future years.
Cost and carrying amount:
At 1 January 2013
Utilisation
Additions at cost
At 1 January 2014
Utilisation
Additions at cost
At 31 December 2014
Goodwill
Goodwill
£m
Carbon
£m
10.7
–
–
10.7
–
–
10.7
39.0
(39.0)
26.5
26.5
(26.5)
–
–
Total
£m
49.7
(39.0)
26.5
37.2
(26.5)
–
10.7
Goodwill arising on the Haven Power acquisition has been allocated to the Haven Power cash-generating unit. At 31 December
2014, the fair value of goodwill was significantly in excess of its book value reflecting Haven Power’s cash generative profile.
Sensitivity analysis performed over the goodwill balance indicates the level of change required is beyond what would be
considered reasonably possible. Accordingly this sensitivity analysis has not been disclosed.
The recoverable amount of Haven Power is calculated annually, based on a value in use calculation. The key assumptions in
this calculation relate to the discount rate and future cash flows. Management estimates the discount rate using a pre-tax rate
that reflects current market assessments of the time value of money and the risks specific to the business. The first five years of
cash flows are based upon the five year Business Plan approved by the Board. Future cash flows have been taken in perpetuity,
assuming no growth rate is applied to the final year of the Business Plan. The pre-tax rate used to discount the forecast cash flows
from Haven Power is 8% reflecting a reasonable assumption of the applicable cost of capital.
Carbon assets
Carbon assets arise upon the purchase of CO2 emissions allowances in excess of the amount allocated and required for the
current financial year and are recognised at cost, net of any impairment.
The charge to the income statement, within fuel costs, reflects the cost of emissions allowances required to satisfy the obligation
for the current year and takes into account generation and market purchases allocated to the current financial year, and to the
extent further purchases are required, the market price at the balance sheet date.
All carbon assets brought forward or purchased during 2014 were utilised by the end of the year.
115
Drax Group plc
Annual report and accounts 2014
11 Property, plant and equipment
This note shows the cost, depreciation and net book value of the physical assets controlled by us that we use in our business.
The cost of an asset is what we paid to purchase or construct the asset. Depreciation is calculated by taking that cost, net of
any residual value, to the income statement evenly over the useful economic life of the asset. An asset’s net book value is its
cost less any depreciation (including impairment, if required) charged to date.
We construct many of our assets under long-term projects. Assets that are in the course of construction are not depreciated
until they are ready for us to use in the way intended.
Delivering our biomass strategy… Additions in 2014 include a further £125 million on our biomass transformation project, which
remains on schedule and budget. Our two pellet plants, in Mississippi and Louisiana, both entered a commissioning phase and
our port facility at Baton Rouge is now pellet ready. At Drax Power Station, two converted biomass units are now running fully
on the bespoke receipt, storage and distribution systems that entered service at the end of 2013.
Accounting policy
Property, plant and equipment are initially measured at cost. Cost comprises the purchase price (after deducting trade discounts
and rebates), any directly attributable costs of bringing the asset to the location and condition necessary for it to be capable
of operating in the manner intended by management, and the estimate of the present value of the costs of dismantling and
removing the item and restoring the site. Property, plant and equipment are stated at cost less accumulated depreciation and any
provision for impairment in value. Freehold land and assets in the course of construction are not depreciated.
Depreciation is provided on a straight-line basis to write down assets to their residual value evenly over the estimated useful lives
of the assets from the date of acquisition (where relevant limited to the expected decommissioning date of the power station).
The estimated useful lives, beginning in 2004 when they were reset, are currently:
Main generating plant and freehold buildings
Other plant and machinery
Decommissioning asset
Plant spare parts
Years
Up to 35
3-25
35
35
Estimated useful lives and residual values are reviewed annually, taking into account commercial and technological obsolescence
as well as normal wear and tear, and any provision for impairment. Residual values are based on prices prevailing at each balance
sheet date.
Costs relating to major inspections, overhauls and upgrades to the power station are included in the asset’s carrying amount or
recognised as a separate asset, as appropriate, if the recognition criteria are met; namely, when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and
maintenance costs are expensed as incurred.
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Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
11. Property, plant and equipment (continued)
Impairment
At each balance sheet date the Group reviews its property, plant and equipment to determine whether there is any indication that
these assets may have suffered an impairment loss. If such an indication exists, the recoverable amount is assessed by reference
to the net present value of expected future cash flows of the asset (value in use) or sales value net of expenses. If an asset is
impaired, a provision is made to reduce its carrying amount to the estimated recoverable amount. The discount rate applied
to future cash flows for this purpose is a pre-tax rate based upon the Group’s weighted average cost of capital and reflects the
current market assessment of the time value of money and the risks specific to the business.
Cost:
At 1 January 2013
Additions at cost
Disposals
Issues/transfers
At 1 January 2014
Additions at cost
Disposals
Issues/transfers
At 31 December 2014
Accumulated depreciation:
At 1 January 2013
Charge for the year
Disposals
At 1 January 2014
Charge for the year
Disposals
At 31 December 2014
Net book amount at 31 December 2013
Net book amount at 31 December 2014
Freehold land
and buildings
£m
Plant and
equipment
£m
Plant
spare parts
£m
179.8
3.6
–
(0.4)
183.0
5.8
–
60.0
248.8
48.1
3.9
–
52.0
5.9
–
57.9
131.0
190.9
1,657.7
267.7
(0.1)
11.0
1,936.3
181.2
(9.8)
(47.9)
2,059.8
466.8
59.9
(0.1)
526.6
73.5
(5.8)
594.3
1,409.7
1,465.5
51.2
14.3
–
(10.6)
54.9
13.6
–
(12.7)
55.8
13.2
1.0
–
14.2
1.3
(0.5)
15.0
40.7
40.8
Total
£m
1,888.7
285.6
(0.1)
–
2,174.2
200.6
(9.8)
(0.6)
2,364.4
528.1
64.8
(0.1)
592.8
80.7
(6.3)
667.2
1,581.4
1,697.2
Assets in the course of construction amounted to £403.8 million at 31 December 2014 (2013: £448.7 million).
Plant and equipment includes assets held under finance lease agreements with a carrying value at 31 December 2014 of
£1.3 million (2013: £1.0 million).
Additions during the year include £3.4 million (2013: £1.9 million) of capitalised borrowing costs directly attributable to the
construction of specific assets.
117
Drax Group plc
Annual report and accounts 2014
12 Investments in joint ventures
Capture Power Limited (“CPL”) is the company responsible for the development, implementation and operation of the proposed
White Rose Carbon Capture and Storage (“CCS”) project. The Group holds a 33% investment in CPL. This note explains how our
investment in CPL is accounted for and how the financial position and performance of CPL affects that of the Group. CPL is
currently conducting a Front End Engineering and Design study which is expected to conclude around the end of 2015. Drax
has committed £4 million in funding to support this process, £3 million of which was incurred and recognised in operating
expenditure within 2014.
Committed to sustainability… CPL represents an integral part of our commitment towards a low carbon economy.
Name of Joint Venture
Principal Activity
Place of incorporation and
principal place of business
Interest held by the Group
as at 31 December
2014
2013
Capture Power Limited
Carbon capture and
storage development
England & Wales
33%
33%
Our investment in Capture Power Limited of £1 (2013: £1) is accounted for using the equity method in these consolidated financial
statements as the Group exerts significant influence by virtue of its ownership interest. Under the equity method, the group’s
initial investment is recognised at cost and adjusted thereafter to recognise the Group’s share of the investee. Where the Group’s
share of losses exceeds the Group’s interest, recognition of losses is discounted with further losses only recognised to the extent
that the Group has incurred a legal or constructive obligation or made payments on behalf of the investee.
Based upon relevant management information, prepared in accordance with IFRS, as at 31 December 2014, Capture Power
Limited held net liabilities of £7.4 million (2013: £nil) and incurred a loss for the year there-ended of £7.4 million (2013: £nil) reflecting
the commencement of operations early in 2014 and the developmental activities undertaken in the year. The Group’s share of
losses for the year was therefore £2.5 million (2013: £nil). Accordingly, the Group’s net investment in Capture Power Limited is fully
written down with a carrying value in these financial statements of £nil, and therefore there is no entry in the Balance Sheet.
The unrecognised portion of the Group’s share of losses, both for the year and cumulatively, is £2.5 million. The Group received no
dividends from Capture Power Limited during the year.
13 Inventories
We hold stocks of fuels and other consumables that we use in the process of generating electricity. This note shows the cost of
coal, biomass, other fuels and plant consumables that we held at the end of the year, including items at Drax Power Station, and
those owned by us but stored in off-site locations.
Our fuel stocks are valued at the lower of the weighted average cost to purchase and net realisable value.
The cost of fuel stocks includes the purchase price, import duties and other taxes (including amounts levied on coal under the
UK carbon price support mechanism) and transport/handling costs.
Delivering our biomass strategy… The increasing cost of carbon, including the carbon price support mechanism, added
£56 million to our fuel costs in 2014. The relative economics of coal and biomass generation going forward underpins our
transformation strategy, as biomass margins are more favourable than coal margins.
Coal
Biomass
Other fuels and consumables
As at 31 December
2014
£m
144.6
81.0
16.8
242.4
2013
£m
141.2
40.9
14.4
196.5
The cost of inventories recognised as an expense in the year ended 31 December 2014 was £1,224.8 million (2013: £945.8 million).
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118
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
14 ROC and LEC assets
We earn ROC and LEC assets, which are accredited by the Office for Gas and Electricity Markets (“Ofgem”), as a result of
burning renewable biomass to generate electricity. This note sets out the value of such assets we have earned but not yet sold.
Delivering our biomass strategy and growing our retail business… As we generate more of our electricity by burning renewable
biomass, the volume and therefore the total value of ROC and LEC assets we generate will increase. As Haven Power grows, it
provides us with a credit-efficient and timely route to market for these ROCs and LECs.
ROCs and LECs are recognised as current assets in the period they are generated and initially measured at fair value based
on anticipated sales prices. At each reporting date the Group reviews the fair value of ROC and LEC assets generated but
not sold against updated anticipated sales prices. Any impairments required are recognised in the income statement in the
period incurred.
Fair value and carrying amount:
At 1 January 2013
Generated
Purchased
Utilised/sold
At 1 January 2014
Generated
Purchased
Utilised/sold
At 31 December 2014
ROCs
£m
18.4
131.6
36.5
(57.1)
129.4
322.0
–
(277.6)
173.8
LECs
£m
0.3
12.3
1.1
(3.6)
10.1
32.7
5.7
(37.8)
10.7
Total
£m
18.7
143.9
37.6
(60.7)
139.5
354.7
5.7
(315.4)
184.5
Recognition of revenue from ROC and LECS is described in further detail on page 108.
15 Trade and other receivables
Trade and other receivables represents amounts owed to us by our customers for goods or services we have provided but not
yet been paid for. The note includes accrued income, which is income earned in the period but not yet invoiced, largely in
respect of power delivered that will be invoiced the following month, and prepayments, which are amounts paid by the Group
for which we are yet to receive the relevant goods or service in return (e.g. insurance premiums we have paid for that will be
utilised within the year).
Trade and other receivables, given their short tenor, are measured at cost. A provision for impairment of trade receivables is
established subsequently where there is objective evidence that the Group will not be able to collect all amounts due according
to the original terms of the receivable.
Amounts falling due within one year:
Trade receivables
Accrued income
Prepayments and other receivables
As at 31 December
2014
£m
2013
£m
163.4
134.0
71.3
368.7
118.2
102.3
25.7
246.2
Trade receivables principally represent sales of electricity to a number of counterparties within both our generation and retail
businesses. At 31 December 2014, the Group had amounts receivable from four (2013: five) significant counterparties within the
generation business, representing 68% (2013: 69%) of trade receivables, all of which paid within 15 days of receipt of invoice in line
with agreed terms.
119
Drax Group plc
Annual report and accounts 2014
15. Trade and other receivables (continued)
Of total trade receivables at 31 December 2014, £34 million (2013: £18 million) relates to retail power sales. The risk profile of
retail debt is different to that of the generation business with a larger volume of counterparties, and hence lower concentration
of credit risk, of varying size with different payment terms. All past-due receivables are assessed against the Group’s credit risk
policies for indicators of impairment and provisions made where appropriate. The value of retail debts that are past-due and not
provided against, in accordance with this assessment are not material.
Accordingly management does not consider there to be any requirement for further provisions in excess of the normal provision
for doubtful debts of £6.8 million (2013: £5.6 million). This provision, which relates entirely to retail receivables, has been
determined with reference to past default experiences in line with our policies. Credit and counterparty risk are both discussed in
further detail in note 22.
The movement in the allowance for doubtful debts is laid out in the following table:
At 1 January
Receivables written off
Provision for receivables impairment
At 31 December
16 Short-term investments
Years ended 31 December
2014
£m
5.6
(0.9)
2.1
6.8
2013
£m
4.7
(1.3)
2.2
5.6
Short-term investments represent cash held on deposit with financial institutions with a maturity of greater than three months
at inception.
Short-term investments
17 Cash and cash equivalents
As at 31 December
2014
£m
40.1
2013
£m
20.0
Cash and cash equivalents include cash held in current and other bank accounts that are accessible on demand. It is our policy
to invest available cash on hand in short-term, low risk bank or building society deposits.
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As at 31 December
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£m
180.9
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£m
267.3
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Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
18 Trade and other payables
Trade and other payables represent amounts we owe to our suppliers (for goods and services provided), tax authorities and
other creditors that are due to be paid in the ordinary course of business. We make accruals for amounts that will fall due for
payment in the future as a result of our activities in the current year (e.g. fuel we have received but for which we have not yet
been invoiced).
Trade and other payables, given their short tenor, are measured at cost.
Amounts falling due within one year:
Trade payables
Accruals
Other payables
As at 31 December
2014
£m
2013
£m
49.1
370.1
49.1
468.3
17.1
255.9
92.5
365.5
Accruals include amounts in respect of fuel received and not yet invoiced of £124.3 million (2013: £74.4 million). As described in
note 2, accruals also reflect £25 million in respect of the Group’s obligations under the settlement of CESP agreed with Ofgem in
November 2014.
The Group recognises a liability in respect of its unsettled obligations to deliver emissions allowances under the EU ETS.
Accruals at 31 December 2014 include £12.2 million (2013: £9.2 million) with respect to the Group’s estimated net liability to deliver
CO2 emissions allowances. Allowances are purchased in the market and are recorded at cost.
19 Borrowings
Borrowings are chiefly comprised of bank loans with fixed maturity repayment profiles between 2016 and 2025.
Maximising the value of the Group… In April 2013, we agreed a new £75 million amortising term loan facility with Friends Life,
underpinned by a guarantee from HM Treasury under the Infrastructure UK Guarantee Scheme. This replaced £50 million of
the £100 million facility with the UK Green Investment Bank agreed in 2012.
In May 2014, we agreed a new private placement for £100 million with various funds managed by M&G investments.
The new loan facilities, which were fully drawn at the year end, enhance the financing structure executed in previous years
by providing additional liquidity and a smoother profile of debt maturities.
The Group measures all debt instruments, whether financial assets or financial liabilities, initially at the fair value, which equates
to the principal value, of the consideration paid or received. Subsequent to initial measurement, debt instruments are measured
at amortised cost using the effective interest method. Transaction costs (any such costs incremental and directly attributable
to the issue of the financial instrument) are included in the calculation of the effective interest rate and are, amortised through
the income statement over the life of the instrument.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable
that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs.
121
Drax Group plc
Annual report and accounts 2014
19. Borrowings (continued)
Analysis of borrowings
Borrowings at 31 December 2014 and 31 December 2013 consisted principally of amounts drawn down against bank loans.
Term loans
Finance lease liabilities
Total borrowings
Less current portion
Non-current borrowings
Term loans
Finance lease liabilities
Total borrowings
Less current portion
Non-current borrowings
As at 31 December 2014
Borrowings before
deferred finance costs
£m
Deferred
finance costs
£m
Net
borrowings
£m
326.1
0.6
326.7
(0.6)
326.1
(7.1)
–
(7.1)
–
(7.1)
319.0
0.6
319.6
(0.6)
319.0
As at 31 December 2013
Borrowings before
deferred finance costs
£m
Deferred
finance costs
£m
Net
borrowings
£m
225.0
0.3
225.3
(0.2)
225.1
(9.2)
–
(9.2)
–
(9.2)
215.8
0.3
216.1
(0.2)
215.9
20 Derivative financial instruments
We enter into forward contracts for the purchase and sale of physical commodities (principally power, coal, sustainable
biomass and CO2 emissions allowances) to secure market level dark green and bark spreads on future electricity sales, and also
financial contracts (principally currency exchange contracts and financial coal and oil derivatives) to fix sterling cash flows.
We hold these contracts for risk management purposes, to manage key risks facing the business including commodity price
risk, and foreign currency risk (see note 22).
The accounting rules for derivative contracts are complex. At the balance sheet date all contracts (subject to certain
exemptions described below) must be measured at fair value, which is in essence the difference between the price we have
secured in the contract, and the price we could achieve in the market at that point in time. Changes in fair value are recognised
either within the income statement or the hedge reserve, dependent upon whether the contract in question qualifies as an
effective hedge under IFRS (see note 28).
Managing our principal risks and uncertainties… A successful commercial hedging strategy is critical to our business model.
Our policy is to lock down exposures to commodity price movements and changes in foreign exchange rates using derivative
contracts such as those described above. This strategy aims to de-risk the business, providing security and certainty over cash
flows into the future.
Accounting policy
Where possible, the Group has taken advantage of the own use exemption which allows qualifying contracts to be excluded from
fair value mark-to-market accounting. This applies to certain contracts for physical commodities entered into and held for our own
purchase, sale or usage requirements, including forward contracts for the purchase of biomass, and coal from domestic sources.
Contracts which do not qualify for the own use exemption – principally power, financial coal, CO2 emissions allowances and
forward foreign currency exchange contracts – are accounted for as derivatives and recorded in the balance sheet at fair value,
with changes in fair value reflected through the hedge reserve (note 28) to the extent that the contracts are designated as
effective hedges in accordance with IAS 39, or the income statement where the hedge accounting requirements are not met.
Derivative financial instruments with a maturity date within 12 months from the balance sheet date are classified as current
assets or liabilities. Instruments with a maturity date beyond 12 months are classified as non-current assets or liabilities.
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Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
20. Derivative financial instruments (continued)
Fair value accounting
Forward contracts for the sale of power, purchase of coal from international sources, purchase of CO2 emissions allowances,
financial coal (collectively “Commodity contracts”) and foreign currency exchange contracts are marked-to-market and recorded
in the balance sheet at fair value as follows:
Commodity contracts:
Less than one year
More than one year but not more than two years
More than two years
Forward foreign currency exchange contracts:
Less than one year
More than one year but not more than two years
More than two years
Total
Less: non-current portion
Commodity contracts
Forward foreign currency exchange contracts
Total non-current portion
Current portion
As at 31 December 2014
As at 31 December 2013
Assets
£m
Liabilities
£m
Assets
£m
Liabilities
£m
132.9
44.8
8.4
6.2
28.1
29.9
(97.4)
(55.0)
(45.0)
(33.3)
(40.2)
(92.0)
250.3
(362.9)
(53.2)
(58.0)
(111.2)
139.1
100.0
132.2
232.2
(130.7)
27.8
3.6
0.1
1.8
1.5
3.5
38.3
(3.7)
(5.0)
(8.7)
29.6
(52.3)
(5.8)
–
(52.9)
(73.0)
(133.3)
(317.3)
5.8
206.3
212.1
(105.2)
The total movement in the fair value of these contracts of £166.2 million (2013: £168.9 million loss) is recognised in the income
statement or the hedge reserve, dependent upon whether the hedge accounting requirements of IAS 39 are met, as follows:
Unrealised gains/(losses) on derivative contracts recognised in arriving at operating profit
Unrealised gains/(losses) on derivative contracts recognised in the hedge reserve (note 28)
Total unrealised gains/(losses) on derivative contracts
Years ended 31 December
2014
£m
65.8
100.4
166.2
2013
£m
(110.2)
(58.7)
(168.9)
Unrealised gains in the income statement in 2014 are primarily the result of changes in the fair value of our forward currency
exchange contracts. We undertook an extensive currency hedging programme in the prior year to secure the sterling cost of
fuel purchases made in foreign currencies. The high volume of contracts held (demonstrated in the table on page 126) means
low levels of exchange rate volatility can have a significant impact on amounts recognised in our income statement in respect
of these contracts. The vast majority of our fuel purchases, and therefore our currency exchange contracts, are denominated
in US dollars. The strengthening of the US dollar against sterling during 2014 offset previous losses driven by weakening during
previous periods, resulting in significant unrealised gains in the current year.
These were offset by unrealised losses on our financial oil contracts as a result of falling oil prices in the final quarter of 2014.
We utilise financial contracts to fix oil indexation in fuel purchase contracts.
Unrealised gains recognised in the hedge reserve principally reflect gains on the portion of our forward currency exchange
contracts that are designated in effective hedge relationships in accordance with IAS 39 and forward contracts for the sale of
power which have increased in value relative to the market as prices fell in the second half of 2014.
123
Drax Group plc
Annual report and accounts 2014
20. Derivative financial instruments (continued)
Fair value measurement
, Commodity contracts fair value – The fair value of commodity contracts qualifying as derivative financial instruments, not
excluded through the own use exemption, are calculated by reference to forward market prices at the balance sheet date.
As contracts are generally short-term, forward market price curves are available for the duration of the contracts. The quoted
market price used for financial assets held by the Group is the current bid price; the quoted price for financial liabilities is the
current ask price.
, Forward foreign currency exchange contracts fair value – The fair value of forward foreign currency exchange contracts
is determined using forward currency exchange market rates at the balance sheet date.
, Other financial contracts fair value – The fair value of other financial contracts qualifying as derivative financial instruments,
not excluded through the own use exemption, is calculated by reference to forward market prices at the balance sheet date.
As contracts are generally short-term, forward market price curves are available for the duration of the contracts.
The fair values of all derivative financial instruments are discounted to reflect the credit risk inherent within the instrument.
The Group has reviewed all significant contracts for the presence of embedded derivatives. Where contracts were found to
contain embedded derivatives, they were considered to be closely related to the economic characteristics and risks of the host
contract, and therefore do not require separate valuation from their host contracts.
Categorisation within the fair value measurement hierarchy has been determined on the basis of the lowest level input that
is significant to the fair value measurement of the relevant asset or liability as follows:
Level 1 – fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets
or liabilities;
Level 2 – fair value measurements are those derived from inputs, other than quoted prices included within Level 1, that are
observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and
Level 3 – fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that
are not based on observable market data (unobservable inputs).
The fair value of both commodity contracts and forward foreign currency exchange contracts is largely determined by
comparison between forward market prices and the contract price; therefore these contracts are categorised as Level 2.
There have been no transfers during the year between Level 1, 2 or 3 category inputs.
21 Other financial instruments
We hold a variety of other non-derivative financial instruments, including cash and cash equivalents, borrowings, payables and
receivables arising from our operations.
Fair value
Cash and cash equivalents (note 17), short-term investments (note 16), trade and other receivables (note 15), and trade and other
payables (note 18) generally have short times to maturity. For this reason, their carrying values approximate to their fair value.
The Group’s borrowings (note 19) relate principally to amounts drawn down against term loans, the carrying amounts of which
approximate their fair values by virtue of being floating rate instruments.
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124
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
22 Financial risk disclosures
IFRS require us to provide information that assists you in understanding the nature and extent of risks arising from the financial
instruments we hold, described in the two previous notes. Such risks include liquidity, credit and counterparty risk.
We also describe below the wider financial risks that we manage using financial instruments, for example how derivative
contracts minimise our exposure to commodity market and foreign currency risk.
Risk
The Group’s activities expose it to a variety of financial risks including commodity price risk, interest rate risk, foreign currency risk,
liquidity risk, counterparty risk and credit risk. The Group’s overall risk management programme focuses on the unpredictability
of commodity and financial markets and seeks to manage potential adverse effects on the Group’s financial performance.
The Group uses derivative financial instruments to hedge certain risk exposures. Risk management is carried out by the risk
management committees as detailed in Principal risks and uncertainties (page 46) which identify, evaluate and hedge financial
risks in close co-operation with the Group’s trading function under policies approved by the Board of directors.
Commodity price risk
The Group is exposed to the effect of fluctuations in commodity prices, particularly the price of electricity, the price of coal,
sustainable biomass and other fuels, and the price of CO2 emissions allowances. Price variations and market cycles have
historically influenced the financial results of the Group and are expected to continue to do so.
The Group has a policy of securing forward power sales, purchases of fuel and CO2 emissions allowances when profitable to do so.
All commitments to sell power under fixed price contracts are designated as cash flow hedges as they reduce the Group’s cash
flow exposure resulting from fluctuations in the price of electricity.
The Group purchases coal, sustainable biomass and other fuels under either fixed or variable priced contracts with different
maturities from a variety of domestic and international sources. All international physical coal purchase contracts transacted at a
fixed price and financial coal contracts exchanging floating price coal for fixed price amounts are designated as cash flow hedges
as they reduce the Group’s cash flow exposure resulting from fluctuations in the price of coal.
The Group purchases CO2 emissions allowances under fixed price contracts with different maturity dates from a range of
domestic and international sources. All commitments to purchase CO2 emissions allowances under fixed price contracts are
designated as cash flow hedges as they reduce the Group’s cash flow exposure resulting from fluctuations in the price of CO2
emissions allowances.
Commodity price sensitivity
The sensitivity analysis below has been determined based on the exposure to commodity prices for outstanding monetary items
at the balance sheet date. The analysis is based on the Group’s commodity financial instruments held at each balance sheet date.
If commodity prices had been 5% higher/lower and all other variables were held constant, the Group’s:
, profit after tax for the year ended 31 December 2014 would increase/decrease by £9.4 million (2013: increase/decrease by
£6.3 million). This is mainly attributable to the Group’s exposure to financial coal and oil derivatives; and
, the hedge reserve would decrease/increase by £12.0 million (2013: decrease/increase by £27.0 million) mainly as a result of the
changes in the fair value of commitments to sell power.
Interest rate risk
Historically the Group has been exposed to interest rate risk principally in relation to its bank debt, and has sought to mitigate
this risk with interest rate hedges on a proportion of its debt facilities. The Group has no interest rate swaps outstanding at
the balance sheet date; however this risk management tool remains available to the Group. Information about the Group’s
instruments that are exposed to interest rate risk and their repayment schedules is included below.
Interest rate sensitivity
The sensitivity analysis below has been determined based on the exposure to interest rates for non-derivative instruments at the
balance sheet date. For floating rate liabilities, the analysis is prepared assuming the amount of liability outstanding at the balance
sheet date was outstanding for the whole year.
If interest rates had been 1% higher/lower and all other variables were held constant, the Group’s profit after tax and net assets for
the year ended 31 December 2014 would decrease/increase by £1.4 million (2013: decrease/increase by £1.0 million) as a result of
the changes in interest payable during the period.
125
Drax Group plc
Annual report and accounts 2014
22. Financial risk disclosures (continued)
Foreign currency risk
Foreign currency exchange contracts are entered to hedge fixed price international coal purchases in US dollars,
biomass purchases in US dollars, Canadian dollars and euros, and CO2 emissions allowances purchases in euros. As our
biomass transformation plans have progressed, we have entered into an increasing volume of forward foreign exchange
contracts. Exchange rate exposures are managed within approved policy parameters utilising a variety of foreign currency
exchange contracts.
Foreign currency sensitivity
If sterling exchange rates had been 5% stronger/weaker against other currencies and all other variables were held constant,
the Group’s:
, profit after tax for the year ended 31 December 2014 would decrease/increase by £261.0 million (2013: decrease/increase by
£198.9 million). This is mainly attributable to the Group’s exposure to foreign currency exchange contracts entered in relation
to fuel purchase contracts; and
, other equity reserves would decrease/increase by £48.7 million (2013: decrease/increase by £49.6 million) as a result of the
changes in the fair value of foreign currency exchange contracts.
Liquidity risk
The treasury function is responsible for liquidity, funding and settlement management under policies approved by the Board
of directors. Liquidity needs are monitored using regular forecasting of operational cash flows and financing commitments.
The Group maintains a mixture of cash and cash equivalents, and committed facilities in order to ensure sufficient funding for
business requirements.
The following tables set out details of the expected contractual maturity of non-derivative financial liabilities. The tables include
both interest and principal cash flows. To the extent that interest flows are floating rate, the undiscounted amount is derived from
interest rate curves at the balance sheet date.
Term loans, gross value
Finance lease liabilities, carrying value
Borrowings, contractual maturity
Trade and other payables
Term loans, gross value
Finance lease liabilities, carrying value
Borrowings, contractual maturity
Trade and other payables
Within
3 months
£m
3 months
– 1 year
£m
3.4
–
3.4
353.4
356.8
10.8
0.6
11.4
113.3
124.7
Within
3 months
£m
3 months
– 1 year
£m
2.7
–
2.7
279.6
282.3
8.4
0.2
8.6
85.4
94.0
As at 31 December 2014
>1 year
£m
388.0
–
388.0
1.6
389.6
Total
£m
402.2
0.6
402.8
468.3
871.1
As at 31 December 2013
>1 year
£m
277.9
0.1
278.0
0.5
278.5
Total
£m
289.0
0.3
289.3
365.5
654.8
Interest payments are calculated based on forward interest rates estimated at the balance sheet date using publicly available
information. The weighted average interest rate payable at the balance sheet date on our term loans was 4.21% (2013: 4.65%).
The following tables set out details of the expected contractual maturity of derivative financial instruments which are marked-to-
market, based on the undiscounted net cash inflows/(outflows). Where the amount payable or receivable is not fixed, the amount
disclosed has been determined by reference to projected commodity prices, or foreign currency exchange rates, as illustrated by
the yield or other forward curves existing at the reporting date.
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126
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
22. Financial risk disclosures (continued)
Commodity contracts, net
Forward foreign currency exchange contracts, net
Commodity contracts, net
Forward foreign currency exchange contracts, net
Within 1 year
£m
170.7
941.2
1,111.9
1–2 years
£m
10.2
1,206.0
1,216.2
Within 1 year
£m
1–2 years
£m
549.4
816.6
1,366.0
156.1
739.9
896.0
As at 31 December 2014
>2 years
£m
(3.8)
2,157.3
2,153.5
Total
£m
177.1
4,304.5
4,481.6
As at 31 December 2013
>2 years
£m
0.4
2,210.3
2,210.7
Total
£m
705.9
3,766.8
4,472.7
Counterparty risk
As the Group relies on third party suppliers for the delivery of fuel, sustainable biomass and other goods and services, it is exposed
to the risk of non-performance by these third party suppliers. If a large supplier falls into financial difficulty and/or fails to deliver
against the contracts, there would be additional costs associated with securing fuel from other suppliers.
The Group enters into fixed price and fixed margin contracts for the sale of electricity to a number of counterparties. The failure
of one or more of these counterparties to perform their contractual obligations may cause the Group financial distress or increase
the risk profile of the Group.
Credit risk
The Group’s exposure to credit risk is limited to the carrying amount of financial assets recognised at the balance sheet date,
as summarised below:
Financial assets:
Cash and cash equivalents
Short-term investments
Trade and other receivables
Derivative financial instruments
As at 31 December
2014
£m
2013
£m
180.9
40.1
367.9
250.3
839.2
267.3
20.0
251.8
38.3
577.4
Trade and other receivables are stated gross of the provision for doubtful debts of £6.8 million (2013: £5.6 million).
Credit exposure is controlled by counterparty limits that are reviewed and approved by risk management committees.
Where considered appropriate, counterparties are required to provide credit support in the form of a parent company guarantee,
letter of credit, deed of charge, or cash collateral. In addition, where deemed appropriate the Group has purchased credit
default swaps.
The investment of surplus cash is undertaken to maximise the return within Board approved policies. These policies manage
credit risk exposure by setting out minimum rating requirements, maximum investment with any one counterparty and the
maturity profile.
127
Drax Group plc
Annual report and accounts 2014
22. Financial risk disclosures (continued)
Capital management
The Group manages its capital to ensure it is able to continue as a going concern, and maintain its credit rating while maximising
the return to stakeholders through the optimisation of the debt and equity balance. The capital structure of the Group consists of
shareholders’ equity (excluding the hedge reserve), less net cash. Net cash is comprised of borrowings disclosed in note 19, cash
and cash equivalents in note 17 and short-term investments in note 16.
Borrowings
Cash and cash equivalents
Short-term investments
Net cash
As at 31 December
2014
£m
(319.6)
180.9
40.1
(98.6)
2013
£m
(216.1)
267.3
20.0
71.2
Total shareholders’ equity, excluding hedge reserve
1,556.2
1,473.8
23 Provisions
We make a provision for reinstatement to cover the estimated costs of decommissioning, demolishing and remediating our
generation assets at the end of their useful economic lives. The amount represents the present value (i.e. it is discounted to
reflect the time value of money) of the expected costs. Provisions are for liabilities of uncertain timing and/or amount,
and as such by their nature are estimated.
Provision is made for the estimated decommissioning costs at the end of the useful economic life of the Group’s generating
assets, when a legal or constructive obligation arises, on a discounted basis. The amount provided represents the present value
of the expected costs. The discount rate used is a risk free pre-tax rate, reflecting the fact that the estimated future cash flows
have built in risks specific to the liability. An amount equivalent to the discounted provision is capitalised within property, plant
and equipment and is depreciated over the useful lives of the related assets. The unwinding of the discount is included in interest
payable and similar charges.
Carrying amount:
At 1 January 2013
Unwinding of discount
At 1 January 2014
Impact of triennial revaluation
Unwinding of discount
At 31 December 2014
Reinstatement
£m
31.5
0.9
32.4
(3.7)
1.1
29.8
The initial provision and subsequent estimation changes are capitalised within property, plant and equipment and are being
depreciated over the useful lives of the related assets. The unwinding of the discount is included in finance costs (note 6).
The provision is estimated using the assumption that the reinstatement will take place between 2039 and 2045, and has been
estimated using existing technology at current prices based on independent third party advice, updated on a triennial basis.
The most recent update took place in 2014.
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Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
24 Deferred tax
Deferred tax is principally an accounting adjustment to reflect the tax charges or credits that are expected to arise in the
future, as a result of differences between the accounting and tax rules relating to certain transactions that happened before
the end of the current year.
The movements in deferred tax assets and liabilities during each year are shown below. Deferred tax assets and liabilities are
offset as there is a legally enforceable right of offset and there is an intention to settle the balances net.
Deferred tax liabilities/(assets)
At 1 January 2013
(Credited)/charged to the income statement
Credited to equity in respect of actuarial losses
Credited to equity in respect of cash flow hedges
At 1 January 2014
Charged to the income statement
Credited to equity in respect of actuarial losses
Credited to equity in respect of cash flow hedges
Financial
instruments
£m
Accelerated
capital
allowances
£m
Non-trade
losses
£m
Other
liabilities
£m
(25.3)
(19.3)
–
(11.2)
(55.8)
13.2
–
20.1
217.1
(22.8)
–
–
(24.0)
9.3
–
–
194.3
(14.7)
4.1
–
–
7.1
–
–
14.5
8.4
–
–
22.9
3.7
–
–
Other
assets
£m
(11.6)
(0.7)
(0.6)
–
Total
£m
170.7
(25.1)
(0.6)
(11.2)
(12.9)
133.8
3.2
0.7
–
31.3
0.7
20.1
At 31 December 2014
(22.5)
198.4
(7.6)
26.6
(9.0)
185.9
Deferred tax assets are recognised to the extent that the realisation of the related tax benefit through future associated taxable
profits is probable.
The Group has not recognised deferred tax assets with an estimated value of £10 million at 31 December 2014 (2013: £6.1 million)
in respect of UK and US losses that are carried forward against future taxable income, where recovery is not currently probable.
25 Issued equity
Our ordinary share capital reflects the total number of shares issued, which are publicly traded on the London Stock Exchange.
Ordinary shares are classified as equity as evidenced by their residual interest in the assets of the Company after deducting all of
its liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net
of tax, from the proceeds.
Authorised:
865,238,823 ordinary shares of 1116⁄29 pence each
Issued and fully paid:
2013 – 402,566,332 ordinary shares of 1116⁄2 9 pence each
2014 – 404,821,561 ordinary shares of 1116⁄29 pence each
As at 31 December
2014
£m
2013
£m
100.0
100.0
–
46.8
46.8
46.5
–
46.5
129
Drax Group plc
Annual report and accounts 2014
25. Issued equity (continued)
The movement in allotted and fully paid share capital of the Company during the year was as follows:
At 1 January
Issued under employee share schemes
At 31 December
Years ended 31 December
2014
(number)
2013
(number)
402,566,332 401,587,564
2,255,229
978,768
404,821,561 402,566,332
The Company has only one class of shares, which are ordinary shares of 1116⁄29 pence each, carrying no right to fixed income.
No shareholders have waived their rights to dividends.
Issued under employee share schemes
On 10 March 2014, a total of 2,126,934 shares were issued in satisfaction of shares vesting in accordance with the rules of the
Group’s Bonus Matching Plan granted in 2010. From 1 May 2014 a further 113,085 shares were issued in satisfaction of options
vesting in accordance with the rules of the Group’s Savings-Related Share Option Plan, also granted in 2010. During 2014,
7,106 shares and 5,563 shares were issued on early exercise of options under the Group’s Savings-Related Share Option Plan
by five individuals whose employment had terminated due to retirement (2013: 7,222 shares relating to three individuals whose
employment terminated due to retirement) and four whose employment had terminated due to redundancy, respectively.
Additionally during 2014 2,541 shares were issues on early exercise of options under the Group’s Bonus Matching Plan to one
individual whose employment had terminated due to retirement.
26 Share-based payments
We operate two share option schemes for our employees – the Bonus Matching Plan (“BMP”) for directors and senior
executives, and the Savings-Related Share Option (“SAYE”) Plan for all qualifying employees. We incur a cost in respect of these
schemes in our income statement, which is set out below along with a detailed description of each scheme and the number of
options outstanding.
Share-based payments are measured at fair value at the date of grant and expensed on a straight-line basis over the relevant
vesting period, based on an estimate of the shares that will ultimately vest.
Costs recognised in the income statement in relation to share-based payments during the year are as follows:
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BMP
SAYE
Share Incentive Plan (“SIP”)
Years ended 31 December
2014
£m
5.2
0.7
5.9
2013
£m
5.5
0.3
5.8
Between 2008 and 2010, qualifying employees could buy up to £1,500 worth of Partnership Shares in any one tax year.
Matching Shares were awarded to employees to match any Partnership Shares they bought, in a ratio of one-to-one, with the
cost of Matching Shares borne by the Group. There were no awards under the SIP Partnership and Matching Share plan in 2012,
or 2013.
Shares in the Company held under trust and under the Company’s control as a result of the SIP were as follows:
SIP
Shares
held at
1 January
2013
(number)
262,835
Shares
acquired
during year
(number)
Shares
transferred
during year
(number)
Shares
held at
31 December
2014
(number)
Cost at
31 December
2014
£000
Nominal
value at
31 December
2014
£000
Market
value at
31 December
2014
£000
–
44,292
218,543
2,050
25
1,467
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Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
26. Share-based payments (continued)
Bonus Matching Plan (“BMP”)
The BMP was introduced in 2009. Under the scheme, annual awards of performance and service-related shares are made at £nil
consideration to executive directors and other senior executives up to a maximum of 150% of their annual bonus. A proportion
of the shares vesting is conditional upon whether the Group’s TSR matches or outperforms an index (determined in accordance
with the scheme rules) over three years. For awards made from 2011, a proportion of the shares vesting is conditional upon
performance against the internal Balanced Corporate Scorecard. The fair value of the 2014, 2013 and 2012 BMP awards of
£5.4 million, £6.1 million and £5.8 million, respectively, are being charged to the income statement on a straight-line basis over
the corresponding three year vesting periods.
Movements in the number of share options outstanding for the BMP awards is as follows:
At 1 January
Granted
Forfeited
Exercised
Expired
At 31 December
2014
2013
BMP
(number)
BMP
(number)
5,187,230
5,038,026
908,346
1,522,574
(182,160)
(86,912)
(1,840,190)
(316,526)
(19,812)
(969,932)
4,053,414
5,187,230
Savings-Related Share Option Plan (“SAYE”)
In April 2014, participation in the SAYE Plan was offered again, to all qualifying employees. Options were granted for employees
to acquire shares at a price of 530 pence (2013: 493 pence), representing a discount of 20% to the prevailing market price
determined in accordance with the scheme rules. The options are exercisable at the end of three or five year savings contracts.
The fair value of the options granted in connection with the SAYE Plan of £1.5 million (2013: £0.8 million) is being charged to the
income statement over the life of the relevant contracts.
Movements in the number of share options outstanding for the SAYE plans are as follows:
At 1 January
Granted
Forfeited
Exercised
Expired
At 31 December
2014
2013
SAYE three-year
(number)
SAYE five-year
(number)
SAYE three-year
(number)
SAYE five-year
(number)
647,431
534,832
926,140
237,809
850,067
423,358
850,596
97,804
(100,078)
(45,255)
(18,604)
(22,260)
(117,181)
(1,093)
(6,917)
(4,357)
(605,052)
(2,338)
–
–
963,911
1,107,420
647,431
926,140
Fair value of share-based payment awards
The fair value of share-based payment awards was determined as follows:
SIP – based on price paid at award dates;
BMP – Monte-Carlo valuation model, which takes into account the estimated probability of different levels of vesting; and
SAYE – Black-Scholes model which compares exercise price to share price at the date of grant.
Additional information in relation to the Group’s share-based incentive plans is included in the Remuneration Committee report.
131
Drax Group plc
Annual report and accounts 2014
27 Share premium and other reserves
The share premium account reflects amounts received in respect of issued share capital (see note 25) that exceed the nominal
value of the shares issued.
Other equity reserves reflect the impact of some of our historical transactions, which are described under the table below.
At 1 January and 31 December
Capital redemption reserve
Share premium
Merger reserve
2014
£m
1.5
2013
£m
1.5
2014
£m
2013
£m
2014
£m
2013
£m
422.8
422.5
710.8
710.8
The capital redemption reserve arose when the Group completed a share buy-back programme in 2007.
The share premium and the merger reserve arose on the financial restructuring of the Group which took place in 2005.
Movements in share premium during 2014 reflect amounts received from the issue of shares under the Group’s employee
share schemes.
28 Hedge reserve
Changes in the fair value of our derivative commodity, financial and currency contracts are recognised in the hedge reserve, to
the extent that they qualify as effective hedges under accounting rules. The cumulative gains and losses unwind and are
released as the related contracts mature, and we take delivery of the associated commodity or currency.
Managing our principal risks and uncertainties… As described in note 20, all of our derivative contracts are entered into for the
purpose of commercial hedging; however not all of these contracts qualify as effective hedges under IAS 39. The changes in
fair value of contracts that do not meet the definition of an IFRS effective hedge are recognised in the income statement.
Managing our principal risks and uncertainties is about locking down exposures to moving prices and securing market level
dark green and bark spreads for the future.
The Group designates certain hedging instruments used to address commodity price risk and foreign exchange risk as cash flow
hedges. At the inception of the hedge, the relationship between the hedging instrument and hedged item is documented, along
with its risk management objectives. Furthermore, at the inception of the hedge and on an ongoing basis, the Group documents
whether the hedging instruments used in hedging transactions are highly effective in offsetting changes in cash flows of hedged
items. Changes in fair value of contracts designated into such hedging relationships are recognised within the hedge reserve to
the extent they are effective.
At 1 January
Gains/(losses) recognised:
– Commodity contracts
– Forward foreign currency exchange contracts
Released from equity:
– Commodity contracts
– Forward foreign currency exchange contracts
Related deferred tax, net (note 24)
At 31 December
Years ended 31 December
2014
£m
(63.9)
48.1
37.1
8.1
7.1
(20.1)
16.4
2013
£m
(16.4)
(6.2)
(69.6)
15.9
1.2
11.2
(63.9)
The Group’s cash flow hedges relate to commodity contracts (principally commitments to sell power) and forward foreign currency
exchange contracts. Amounts are recognised in the hedge reserve as the designated contracts are marked-to-market at each
period end for the effective portion of the hedge, which is generally 100% of the relevant contract. Amounts held within the hedge
reserve are then released as the related contract matures and the hedged transaction impacts profit or loss. For power sales
contracts, this is when the underlying power is delivered. For FX contracts, this is when the associated foreign currency transaction
is recognised. Further information in relation to the Group’s accounting for financial instruments is included in note 20.
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132
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
28. Hedge reserve (continued)
The expected release profile from equity of post-tax hedging gains and losses is as follows:
Commodity contracts
Forward foreign currency exchange contracts
Commodity contracts
Forward foreign currency exchange contracts
29 Retained profits
As at 31 December 2014
Within 1 year
£m
1–2 years
£m
>2 years
£m
39.3
(3.3)
36.0
(0.2)
1.8
1.6
(2.1)
(19.1)
(21.2)
Total
£m
37.0
(20.6)
16.4
As at 31 December 2013
Within 1 year
£m
1–2 years
£m
>2 years
£m
(6.5)
(6.2)
(12.7)
(1.5)
(2.8)
(4.3)
0.1
(47.0)
(46.9)
Total
£m
(7.9)
(56.0)
(63.9)
Retained profits are a component of our equity reserves. The overall balance reflects the total profits we have generated over
our lifetime, reduced by the amount of that profit we have distributed back to our shareholders. The table below reconciles the
movements in our retained profits during the year.
At 1 January
Profit for the year
Actuarial losses on defined benefit pension scheme (note 33)
Deferred tax on actuarial losses on defined benefit pension scheme (note 24)
Exchange differences on translation of foreign operations
Equity dividends paid (note 8)
Net movements in equity associated with share-based payments
At 31 December
Years ended 31 December
2014
£m
292.5
128.7
3.4
(0.7)
(0.2)
(55.0)
5.6
374.3
2013
£m
314.3
51.4
(2.8)
0.6
2.0
(78.8)
5.8
292.5
133
Drax Group plc
Annual report and accounts 2014
30 Cash generated from operations
Cash generated from operations is the starting point of our cash flow statement on page 104. This table makes adjustments for
any non-cash accounting items to reconcile our profit for the year to the amount of physical cash we have generated from our
operations (i.e. sourcing, generating and selling electricity).
Profit for the year
Adjustments for:
Interest payable and similar charges
Interest receivable
CESP settlement
Tax charge/(credit)
Depreciation and amortisation
Unrealised (gains)/losses on derivative contracts
Defined benefit pension scheme current service cost
Non-cash charge for share-based payments
Operating cash flows before movement in working capital
Changes in working capital:
Increase in inventories
Increase in receivables
Increase in payables
Total (increase)/decrease in working capital
Decrease in carbon assets
Increase in ROC assets
Defined benefit pension scheme contributions
Cash generated from operations
31 Reconciliation of net (debt)/cash
Years ended 31 December
2014
£m
128.7
29.9
(1.3)
20.0
37.2
80.7
(65.8)
6.2
5.9
241.5
(45.9)
(116.3)
78.3
(83.9)
26.5
(45.0)
(11.8)
127.3
2013
£m
51.4
24.8
(1.6)
–
(19.6)
64.8
110.2
5.8
5.8
241.6
(38.9)
(21.4)
108.3
48.0
12.5
(120.8)
(10.8)
170.5
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This note reconciles our net (debt)/cash position in terms of changes in our cash on hand (note 17), short-term investments
(note 16) and borrowings (note 19).
Net cash at 1 January
Decrease in cash and cash equivalents
Increase/(decrease) in short-term investments
Increase in borrowings
Net (debt)/cash at 31 December
Years ended 31 December
2014
£m
71.2
(86.4)
20.1
(103.5)
(98.6)
2013
£m
311.0
(104.4)
(10.0)
(125.4)
71.2
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Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
32 Employees and directors
This note provides a more detailed breakdown of the cost of our employees, including executive directors. The average number
of employees in Operations (staff in our Generation segment), Retail services (employees in our Retail segment) and Business
services (those working in central functions) is also provided.
Delivering excellent people leadership… Biomass conversion secures jobs both at Drax and in the supply chain. The average
number of people employed by the Group increased 11% in 2014.
Staff costs (including executive directors)
Included in other operating and administrative expenses (note 5):
Wages and salaries
Social security costs
Other pension costs (note 33)
Share-based payments (note 26)
Average monthly number of people employed (including executive directors)
Operations
Retail services
Business services
Years ended 31 December
2014
£m
69.1
8.4
11.1
5.9
94.5
2013
£m
70.3
7.4
9.8
5.8
93.3
Years ended 31 December
2014
(number)
2013
(number)
725
346
253
1,324
639
343
219
1,201
135
Drax Group plc
Annual report and accounts 2014
33 Retirement benefit obligations
We operate a defined benefit and defined contribution pension schemes. The Drax Power Group section of the Electricity
Supply Pension Scheme is a defined benefit scheme; a pension arrangement under which participating members receive
a pension benefit at retirement determined by the scheme rules. Members are typically entitled to annual pensions on
retirement of 1/80th of final pensionable salary for each year of service plus a tax-free lump sum of three times pension.
The Drax Power Limited Pension Plan, a defined contribution scheme, by contrast provides a retirement benefit that is
dependent upon actual contributions made by the Group and members of the scheme.
The income statement charge for the defined benefit scheme is twofold – the current/past service cost is the increase in the
overall liability to pay benefits earned by current employees of the Group in the current/previous periods, the net interest cost
reflects the unwinding of the pension deficit over time, offset by income earned by the scheme’s assets.
The income statement charge for the defined contribution scheme represents the contributions due to be paid by the Group
in respect of the current period.
Defined contribution scheme
The Group operates two defined contribution schemes, The Drax Power Limited Pension Plan and Haven Power Personal Pension
Plan, for all qualifying employees. Pension costs for the defined contribution scheme are as follows:
Total included in staff costs (note 32)
Years ended 31 December
2014
£m
4.9
2013
£m
3.9
As at 31 December 2014, contributions of £0.4 million (2013: £0.7 million) due in respect of the current reporting period had
not been paid over to the scheme. The Group has no further payment obligations once the contributions have been paid.
Defined benefit scheme
The Group operates an approved defined benefit scheme on behalf of the Drax Power Group (“DPG”) section of the Electricity
Supply Pension Scheme (“ESPS”). This scheme was closed to new members as from 1 January 2002 unless they qualify through
being existing members of another part of the ESPS. Members who joined before this date continue to build up pension benefits
as part of the scheme.
The DPG ESPS exposes the Group to actuarial and other risks, the most significant of which are considered to be:
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Investment risk
Interest rate risk
Longevity risk
Inflation risk
The scheme liabilities are calculated using a discount rate set with reference to corporate bond yields;
if assets underperform this yield, this will create a deficit. The scheme holds a significant proportion
of growth assets (equities, property and direct lending) which, though expected to outperform
corporate bonds in the long-term, create volatility and risk in the short-term. The allocation to growth
assets is monitored to ensure it remains appropriate given the scheme’s long-term objectives.
A decrease in corporate bond yields will increase the value placed upon the scheme’s liabilities,
although this will be partially offset by an increase in the value of the scheme’s bond holdings.
The majority of the scheme’s obligations are to provide benefits for the life of the member, so increases
in life expectancy will result in an increase in the liabilities of the scheme.
The majority of the scheme’s benefit obligations to pay benefits are linked to inflation, and as such
higher inflation will lead to higher liabilities. The majority of the assets held by the scheme are either
unaffected by or only loosely correlated with inflation, meaning an increase in inflation will also
increase the deficit. In most cases, caps on inflationary increases are in place, to protect against
extreme inflation.
Other risks include operational risks (such as paying out the wrong benefits), legislative risks (such as the government increasing
the burden on pension schemes through new legislation) and other demographic risks (such as a higher proportion of
members with dependants eligible to receive pensions from the Group). The Trustees insure certain benefits payable on death
before retirement.
A contingent liability exists in relation to the equalisation of Guaranteed Minimum Pension. See note 35 for details.
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Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
33. Retirement benefit obligations (continued)
The last funding valuation of the DPG ESPS was carried out by Aon Hewitt, as a qualified independent actuary, as at 31 March
2013. Future valuations are required by law at intervals of no more than three years, therefore the next valuation will take place
on or before 31 March 2016.
The results of the latest funding valuation at 31 March 2013 have been adjusted to 31 December 2014, taking into account
experience over the period since 31 March 2013, changes in market conditions and differences in financial and demographic
assumptions. The present value of the defined benefit obligation, and the related current service cost were measured using
the projected unit credit method. The principal assumptions used, which reflect the nature and term of the scheme liabilities,
are as follows:
Discount rate
Inflation (RPI)
Rate of increase in pensions in payment and deferred pensions
Rate of increase in pensionable salaries
As at 31 December
2014
% p.a.
3.7
3.0
2.8
3.6
2013
% p.a.
4.5
3.4
3.2
4.4
The mortality assumptions are based on standard mortality tables which allow for future mortality improvements.
The assumptions are that a member who retired in 2014 at age 60 will live on average for a further 27 years (2013: 27 years) after
retirement if they are male and for a further 29 years (2013: 29 years) after retirement if they are female. Similarly life expectancy at
age 60 for male and female non-pensioners (currently aged 45) is assumed to be 28 years and 31 years respectively (2013: 28 years
and 31 years respectively).
The net liability recognised in the balance sheet is the excess of the present value of the defined benefit obligation over the fair
value of the plan assets, determined as follows:
Defined benefit obligation
Fair value of plan assets
Net liability recognised in the balance sheet
As at 31 December
2014
£m
242.1
(207.8)
34.3
2013
£m
220.9
(179.2)
41.7
The amounts recognised in the income statement, within other operating and administrative expenses and finance costs,
are as follows:
Included in staff costs (note 32):
Current service cost
Past service cost
Total included in other operating and administrative expenses
Included in finance costs (note 6):
Interest on net defined benefit liability
Total included in finance costs
Total amounts recognised in the income statement
Years ended 31 December
2014
£m
6.2
–
6.2
1.5
1.5
7.7
2013
£m
5.8
0.1
5.9
1.7
1.7
7.6
137
Drax Group plc
Annual report and accounts 2014
33. Retirement benefit obligations (continued)
Actuarial gains and losses are recognised in the statement of comprehensive income in full, as follows:
Cumulative actuarial losses on defined benefit pension scheme at 1 January
Actuarial gains/(losses) on defined benefit pension scheme recognised in the year
Cumulative losses recognised in the statement of comprehensive income at 31 December
Changes in the present value of the defined benefit obligation are as follows:
Defined benefit obligation at 1 January
Current and past service cost
Employee contributions
Interest cost
Actuarial losses
Benefits paid
Defined benefit obligation at 31 December
Years ended 31 December
2014
£m
(75.4)
3.4
(72.0)
2013
£m
(72.6)
(2.8)
(75.4)
Years ended 31 December
2014
£m
220.9
6.2
0.2
9.8
10.2
(5.2)
242.1
2013
£m
199.0
5.9
0.2
9.1
12.2
(5.5)
220.9
The actuarial losses of £10.2 million reflect £12.3 million arising from changes in financial assumptions (2013: £17.1 million), offset
by actuarial gains arising from changes in demographic assumptions and scheme experience of £0.5 million and £1.6 million
respectively (2013: losses of £4.6 million and gains of £8.5 million respectively).
Changes in the fair value of plan assets are as follows:
Fair value of plan assets at 1 January
Interest income on plan assets
Remeasurement gains
Employer contributions
Employee contributions
Benefits paid
Years ended 31 December
2014
£m
179.2
8.3
13.6
11.7
0.2
(5.2)
2013
£m
156.9
7.4
9.4
10.8
0.2
(5.5)
Fair value of plan assets at 31 December
207.8
179.2
Employer contributions included payment of £5.8 million (2013: £5.0 million) to reduce the actuarial deficit.
The actual return on plan assets in the period was £21.9 million (2013: £16.8 million).
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Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
33. Retirement benefit obligations (continued)
The fair values of the major categories of plan assets were as follows:
Equities(1)
Fixed interest bonds(2)
Property
Hedge funds
Cash and other assets(3)
Fair value of total plan assets
As at 31 December
2014
£m
77.8
100.5
25.9
0.4
3.2
2013
£m
74.8
71.2
15.9
17.2
0.1
207.8
179.2
(1) Under the Group’s long-term asset strategy, 60% of assets are invested in ‘return generating’ asset classes – of which 5% is invested in emerging market equity.
The remaining 40% of assets are invested in ‘liability-matching’ asset classes.
(2) Fixed interest bonds include a mixture of corporate, government and absolute return bonds. Less than 1% has a sub-investment grade credit rating
(i.e. BB+ or lower).
(3) Other assets include £2.9 million of investments in direct lending, a type of private equity vehicle, which is not quoted in an active market.
The pension plan assets do not include any ordinary shares issued by Drax Group plc or any property occupied by the Group.
The Group employs a building block approach in determining the long-term rate of return on pension plan assets.
Historical markets are studied and assets with higher volatility are assumed to generate higher returns consistent with widely
accepted capital market principles. The overall expected rate of return on assets is then derived by aggregating the expected
return for each asset class over the actual asset allocation for the scheme.
The assumptions for discount rate, inflation rate, rate of increase in pensions paid and expected return on plan assets all have
a potentially significant effect on the measurement of the scheme deficit. The following table provides an indication of the
sensitivity of the pension deficit at 31 December 2014 to changes in these assumptions:
Discount rate
Inflation rate(1)
– Increase
– Decrease
– Increase
– Decrease
Life expectancy
– Increase
– Decrease
%
0.25
0.25
0.25
0.25
1
1
(Decrease)/Increase in net liability
£m
(11.1)
12.0
10.0
(9.6)
6.7
(6.8)
(1) The sensitivity of the scheme liabilities to salary and pension increases is closely correlated with inflation. The impact of corresponding decreases in these
variables is included here.
The Group is exposed to investment and other experience risks, as described above, and may need to make additional
contributions where it is estimated that the benefits will not be met from regular contributions and expected
investment income.
The history of experience adjustments is as follows:
Defined benefit obligation
Fair value of plan assets
Deficit
Experience adjustments on plan liabilities
Experience adjustments on plan assets
As at 31 December
2014
£m
(242.1)
207.8
(34.3)
1.6
13.6
2013
£m
(220.9)
179.2
(41.7)
8.7
9.4
2012
£m
(199.0)
156.9
(42.1)
(1.7)
(3.0)
2011
£m
(182.4)
145.4
(37.0)
(4.3)
0.6
2010
£m
(167.2)
129.9
(37.3)
(9.6)
3.4
139
Drax Group plc
Annual report and accounts 2014
33. Retirement benefit obligations (continued)
The defined benefit obligation includes benefits for current employees of the Group (70%), former employees of the Group
who are yet to retire (5%) and retired pensioners (25%). The weighted-average period over which benefit payments are expected
to be made, or the duration of the liabilities, is currently 22 years.
The Group expects to contribute £11.2 million to its pension plans during the 12 months ended 31 December 2015.
The Group intends to fund the deficit, agreed at the last triennial valuation, over the period to 31 December 2019.
34 Capital and other financial commitments
We have a number of financial commitments (i.e. a certain, contractual requirement to make a cash payment in the future) that
are not recorded within our balance sheet as the contract is not yet due for delivery. Such commitments include contracts for
the future purchase of coal and biomass, operating leases for land and buildings, contracts for the construction of assets and
contracts for the provision of services.
Delivering our biomass strategy… We have made good progress towards securing near-term volumes of sustainable wood
pellets and continue with negotiations for long-term supplies and to support our third unit conversion, which is reflected in the
level of future commitments to purchase fuel, set out below.
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Contracts placed for future capital expenditure not provided in the financial statements
Future support contracts not provided in the financial statements
As at 31 December
2014
£m
66.7
12.4
2013
£m
158.8
23.0
Future commitments to purchase fuel under fixed and variable priced contracts
4,512.0
4,048.3
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Within one year
Within two to five years
After five years
35 Contingent liabilities
As at 31 December
2014
£m
1.7
7.9
7.4
17.0
2013
£m
1.2
5.5
7.4
14.1
Contingent liabilities are potential future outflows of cash that are dependent on a future event that is outside of our control;
timing of the payment is uncertain, cannot be measured reliably, or is considered to be unlikely.
Guaranteed Minimum Pension (“GMP”)
The UK government intends to implement legislation to equalise the GMP, resulting in an increase in the value of GMP for
males. This would correspondingly increase the defined benefit pension obligation of the Group (note 33). At present, the
methodology for implementing the equalisation is uncertain and thus the impact cannot be reliably measured. As a result, no
allowance has been made for GMP equalisation in the calculation of the defined benefit obligation within these consolidated
financial statements.
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140
Drax Group plc
Annual report and accounts 2014
Notes to the consolidated financial statements (continued)
36 Related party transactions
A related party is either an individual with control or significant influence over the Group, or a company that is linked to us by
investment or a related individual. Our primary related parties are our key management personnel and Capture Power Limited,
a company in which the Group holds a 33% interest.
Remuneration of key management personnel
The remuneration of the directors, who are considered to be the key management personnel of the Group, is set out below
in aggregate for each of the categories specified in IAS 24 “Related party disclosures”. Further information about the remuneration
of individual directors, together with the directors’ interests in the share capital of Drax Group plc, is provided in the audited part
of the Remuneration Committee report.
Salaries and short-term benefits
Aggregate amounts receivable under share-based incentive schemes
Company contributions to money purchase pension schemes
Years ended 31 December
2014
£000
7,895
2,326
47
10,268
2013
£000
5,485
2,118
136
7,739
Amounts included in the table above reflect the remuneration of seven (2013: seven) directors, being the members of the
Executive Committee as described on page 62.
Amounts receivable under incentive schemes represents the expenses arising from share-based payments included in the
income statement, determined based on the fair value of the related awards at the date of grant (note 26), as adjusted for
non-market related vesting conditions.
There were no other transactions with directors for the periods covered by these consolidated financial statements.
Transactions with other related parties
As described in note 12, during the year the Group provided funding to Capture Power Limited, a joint venture in which the Group
is a venturer, with a total value of £3 million recognised primarily in operating expenditure in the period. An unsecured amount of
£0.5 million owing to the Group remained outstanding at the balance sheet date.
The Group has committed to provide a further £1 million of funds over the remaining period of the feasibility study, with an
investment decision expected in 2016.
141
Drax Group plc
Annual report and accounts 2014
Company balance sheet
Fixed assets
Investment in subsidiaries
Current assets
Amounts due from other group companies
Short-term investments
Cash at bank and in hand
Current liabilities
Amounts due to other group companies
Net current (liabilities)/assets
Net assets
Capital and reserves
Called-up share capital
Capital redemption reserve
Share premium account
Profit and loss account
Total equity shareholders’ funds
These financial statements were approved by the Board of directors on 23 February 2015.
Signed on behalf of the Board of directors:
Dorothy Thompson CBE
Chief Executive
Tony Quinlan
Finance Director
As at 31 December
2014
£000
2013
£000
Notes
4
692,272
593,666
1,254
–
4,405
5,659
550
–
93,515
94,065
(11,782)
(6,123)
(5,495)
88,570
686,149
682,236
5
6
6
6
6
46,764
1,502
46,503
1,502
422,882
422,488
215,001
686,149
211,743
682,236
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142
Drax Group plc
Annual report and accounts 2014
Notes to the Company balance sheet
1. Basis of preparation
The separate financial statements of the Company are presented as required by the Companies Act 2006. They have been
prepared under the historical cost convention and in accordance with applicable United Kingdom Accounting Standards and law.
The principal accounting policies are summarised below, and have been consistently applied to both years presented.
Implementation of Financial Reporting Standard 100 (“FRS 100”)
The Company will be required to apply the requirements of FRS 100, the new financial reporting standard applicable in the United
Kingdom, with effect from 1 January 2015. The first financial statements prepared by the Company in accordance with the new
standard will be for the year ending 31 December 2015.
It is currently the intention of the Company, as a Qualifying entity in accordance with that standard and as permitted by paragraph
4b of FRS 100, to prepare its financial statements in accordance with the requirements of FRS 101. This will result in the
application of the accounting recognition and measurement criteria of EU-adopted International Financial Reporting Standards
(IFRS), consistent with those policies adopted in the consolidated Group financial statements which are set out within the
relevant notes on pages 105 to 140 of this Annual report.
FRS 101 permits certain disclosure exemptions from full EU-adopted IFRS principally, in relation to share-based payments,
business combinations, assets held for sale, financial instruments, fair value, impairment and related parties. The full list of
available exemptions can be viewed at www.frc.org.uk. Full disclosure of the Group’s activities will continue to be made in the
consolidated financial statements which are not affected by this change and will remain prepared in accordance with full
EU-adopted IFRS.
At this stage, the adoption and implementation of FRS 100/101 is not expected to have any noticeable impact on the presentation
of the financial statements of the Company, which are set out on pages 141 to 145 of this document.
Any objections to the adoption and implementation of FRS 100/101 should be made in writing to the Company Secretary at the
Company’s registered address as set out on page 150.
Cash flow statement
The cash flows of the Group are included in the Consolidated cash flow statement of Drax Group plc, which is set out on page 104
of this document. Accordingly, the Company has taken advantage of the exemption under FRS 1 “Cash flow statements” not to
publish a cash flow statement.
Related party transactions
The Company has taken advantage of the exemption granted by paragraph 3(b) of FRS 8 “Related party disclosures” not to
disclose transactions with other group companies.
2. Summary of significant accounting policies
(A) Fixed asset investments
Fixed asset investments in subsidiaries are stated at cost less, where appropriate, provision for impairment.
(B) Financial instruments
Issued equity – Ordinary shares are classified as equity as evidenced by their residual interest in the assets of the Company after
deducting all of its liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a
deduction, net of tax, from the proceeds. The share premium account records the difference between the nominal value of shares
issued and the fair value of the consideration received, unless merger relief criteria within the Companies Act (2006) are met,
in which case the difference is recorded in retained earnings.
Cash and cash equivalents – Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term
highly liquid investments with original maturities of three months or less, and bank overdrafts.
Short-term investments – Short-term investments includes cash held on deposits with financial institutions with a maturity of
greater than three months at inception.
143
Drax Group plc
Annual report and accounts 2014
3. Profit and loss account
As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own profit and loss account
for the year. The Company’s profit and loss account was approved by the Board on 23 February 2014. Drax Group plc reported
a profit for the year ended 31 December 2014 of £52.7 million (2013: £77.7 million).
The Company has no employees other than the directors, whose remuneration was paid by a subsidiary undertaking and
a proportion was re-charged to the Company.
The auditor’s remuneration for audit services provided to the Company for the year ended 31 December 2014 was £20,000
(2013: £20,000).
4. Fixed asset investments
Carrying amount:
At 1 January
Capital contribution
At 31 December
Years ended 31 December
2014
£000
2013
£000
593,666
98,606
692,272
479,104
114,562
593,666
Fixed asset investments relate entirely to subsidiary undertakings of the Company.
The capital contribution consists of two elements: a £92,725,000 (2013: £108,806,000) capital injection into a subsidiary, and
£5,881,000 (2013: £5,756,000) in relation to the share-based payment charge associated with the Savings-Related Share Option
Plan and Bonus Matching Plan schemes, which arises because the beneficiaries of the scheme are employed by subsidiary
companies. For more information see note 26 to the consolidated financial statements.
Principal subsidiary undertakings
Name and nature of business
Country of incorporation
and registration
Type of share
Group effective
shareholding
Drax Finance Limited (holding company)
England and Wales
Ordinary
Drax Power Limited (trading company, power generation)(1)
England and Wales
Ordinary
Drax Fuel Supply Limited (trading company, fuel supply)(1)
England and Wales
Ordinary
Haven Power Limited (trading company, power retail)(1)
England and Wales
Ordinary
Haven Power Nominees Limited (non-trading company)
England and Wales
Ordinary
Drax (International) Limited (holding company)
England and Wales
Ordinary
Drax Biomass Inc. (holding company)(1)
Morehouse BioEnergy LLC (trading company, fuel supply)(1)(2)
Amite BioEnergy LLC (trading company, fuel supply)(1)(2)
Baton Rouge Transit LLC (trading company, fuel supply)(1)(2)
USA
USA
USA
USA
Common
Common
Common
Common
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
All subsidiary undertakings operate in their country of incorporation and have 31 December year ends.
The Company has taken advantage of the exemption provided in Section 410 of the Companies Act 2006 to disclose only its
principal subsidiaries. A full list of subsidiary undertakings will be annexed to the Company’s next annual return.
Notes:
(1) Held by an intermediate subsidiary undertaking.
(2) Limited liability company registered in Delaware, USA.
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144
Drax Group plc
Annual report and accounts 2014
Notes to the Company balance sheet (continued)
5. Called-up share capital
Authorised:
865,238,823 ordinary shares of 1116⁄29 pence each
Issued and fully paid:
2013 – 402,566,332 ordinary shares of 1116⁄29 pence each
2014 – 404,821,561 ordinary shares of 1116⁄29 pence each
The movement in allotted and fully paid share capital of the Company during the year was as follows:
At 1 January
Issued under employee share schemes
At 31 December
As at 31 December
2014
£000
2013
£000
99,950
99,950
–
46,503
46,764
46,764
–
46,503
Years ended 31 December
2014
(number)
2013
(number)
402,566,332 401,587,564
2,255,229
978,768
404,821,561 402,566,332
The Company has only one class of shares, which are ordinary shares of 1116⁄29 pence each, carrying no right to fixed income.
No shareholders have waived their rights to dividends.
Issued under employee share schemes
On 10 March 2014, a total of 2,126,934 shares were issued in satisfaction of shares vesting in accordance with the rules of the
Group’s Bonus Matching Plan granted in 2010. From 1 May 2014 a further 113,085 shares were issued in satisfaction of options
vesting in accordance with the rules of the Group’s Savings-Related Share Option Plan, also granted in 2010. During 2014,
7,106 shares and 5,563 shares were issued on early exercise of options under the Group’s Savings-Related Share Option Plan
by five individuals whose employment had terminated due to retirement (2013: 7,222 shares relating to three individuals whose
employment terminated due to retirement) and four whose employment had terminated due to redundancy, respectively.
Additionally during 2014 2,541 shares were issues on early exercise of options under the Group’s Bonus Matching Plan to one
individual whose employment had terminated due to retirement.
6. Analysis of movements in equity shareholders’ funds
At 1 January 2013
Share capital issued (note 5)
Retained profit for the year
Credited to equity for share-based payments
Equity dividends paid (note 7)
At 1 January 2014
Share capital issued (note 5)
Retained profit for the year
Credited to equity for share-based payments
Equity dividends paid (note 7)
At 31 December 2014
Share
capital
£000
Capital
redemption
reserve
£000
Share
premium
£000
Profit and loss
account
£000
Total
£000
46,390
1,502
420,700
207,171
675,763
113
–
–
–
46,503
261
–
–
–
–
–
–
–
1,788
–
–
–
–
77,650
5,756
1,901
77,650
5,756
(78,834)
(78,834)
1,502
422,488
211,743
682,236
–
–
–
–
394
–
–
–
–
52,666
5,636
655
52,666
5,636
(55,044)
(55,044)
46,764
1,502
422,882
215,001
686,149
145
Drax Group plc
Annual report and accounts 2014
7. Dividends
Amounts recognised as distributions to shareholders in the year
(based on the number of shares in issue at the record date):
Interim dividend for the year ended 31 December 2014 of 4.7 pence per share paid on 10 October
2014 (2013: 8.7 pence per share paid on 12 October 2013)
Final dividend for the year ended 31 December 2013 of 8.9 pence per share paid on 14 May 2014
(2013: 10.9 pence per share paid on 11 May 2013)
Years ended 31 December
2014
£000
2013
£000
19,026
35,020
36,018
55,044
43,814
78,834
At the forthcoming Annual General Meeting the Board will recommend to shareholders that a resolution is passed to approve
payment of a final dividend for the year ended 31 December 2014 of 7.2 pence per share (equivalent to approximately £29.0 million)
payable on or before 15 May 2015. The final dividend has not been included as a liability as at 31 December 2014.
8. Contingent liabilities
The Company has provided unsecured guarantees to third parties in respect of contracts held by a subsidiary company.
The guarantees have been issued for £nil consideration and the Company has not charged the subsidiary for the guarantees.
The Company has granted a charge over the assets of certain of its subsidiaries, in respect of the Group’s debt (detailed in note 19
to the consolidated financial statements), which is guaranteed and secured directly by each of the subsidiary undertakings of the
Company that are party to the security arrangement. The Company itself is not a guarantor of the Group’s debt.
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Drax Group plc
Annual report and accounts 2014
Shareholder information
Key dates for 2015
At the date of publication of this document, the following are the proposed key dates in the 2015 financial calendar:
Annual General Meeting
Ordinary shares marked ex-dividend
Record Date for entitlement to the final dividend
Interim Management Statement
Payment of final dividend
Financial half year end
Announcement of half year results
Interim Management Statement
Financial year end
22 April
23 April
24 April
12 May
15 May
30 June
28 July
10 November
31 December
Other significant dates, or amendments to the proposed dates above, will be posted on the Company’s website as and when they
become available.
Results announcements
Results announcements are issued to the London Stock Exchange and are available on its news service. Shortly afterwards, they
are available under “Regulatory news” within the Investor section on the Company’s website.
Share price
Shareholders can access the current share price of Drax Group plc ordinary shares on our website at www.draxgroup.com.
During Stock Exchange trading hours the price shown on the website is subject to a delay of approximately 15 minutes and
outside trading hours it is the last available price.
The table below provides an indication of the fluctuations in the Drax Group plc share price during the course of 2014, and the
graph provides an indication of the trend of the share price throughout the year.
Closing price on
31 December 2013
800.5 pence
Low during the year
(19 December 2014)
441.0 pence
High during the year
(30 January 2014
and 5 March 2014)
822.5 pence
Share price graph(1)
1 January to 31 December 2014
Closing price on
31 December 2014
460.6 pence
Share price (p)
1,000
800
600
Note:
Jan 14
Feb 14
Mar 14
Apr 14
May 14
Jun 14
Jul 14
Aug 14
Sep 14
Oct 14
Nov 14
Dec 14
(1) The share prices given are the middle market closing prices as derived from the London Stock Exchange Daily Official List.
147
Drax Group plc
Annual report and accounts 2014
Market capitalisation
The market capitalisation, based on the number of shares in issue and the closing middle market price at 31 December 2014,
was approximately £1.86 billion (2013: £3.2 billion).
Financial reports
Copies of all financial reports we publish are available from the date of publication and can be downloaded from our website.
Printed copies of reports can be requested by writing to the Company Secretary at the registered office, by clicking on “Contact
Us” on our website, or direct by e-mail to enquiries@drax.com.
Drax shareholder queries
Drax’s share register is maintained by Equiniti Limited (“Equiniti”), who is primarily responsible for updating the share register
and for dividend payments.
Shareholders should contact Equiniti directly if they have a query relating to their Drax shareholding. In particular
queries regarding:
, Transfer of shares;
, Change of name or address;
, Lost share certificates;
, Lost or out-of-date dividend cheques;
, Payment of dividends direct to a bank or building society account; and
, Death of a registered shareholder.
Equiniti can be contacted as follows:
, Call Equiniti on 0871 384 2030 from within the UK (calls to this number cost 8 pence per minute plus network charges.
Lines are open from 8.30am to 5.30pm, Monday to Friday – excluding Bank Holidays); or +44 121 415 7047 from outside the UK.
, Write to Equiniti at Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA.
When contacting Equiniti by telephone or in writing it is advisable to have your shareholder reference to hand and quote Drax
Group plc, as well as the name and address in which the shares are held.
Online communications
Registering for online communications allows you to have more control over the administration of your shareholding.
The registration process is easy via Equiniti’s secure website www.shareview.com.
Once registered with Shareview you are able to:
, elect how Drax communicates with you;
, amend some of your personal details;
, amend the way you receive dividends; and
, buy or sell shares online.
Registering for electronic communications does not mean that you can no longer receive paper copies of documents. We are able
to offer a range of services and tailor the communications to meet your needs.
A range of frequently asked shareholder questions can also be found on the Drax website
at www.drax.com/investor/shareholder_info/shareholderfaq.
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Drax Group plc
Annual report and accounts 2014
Shareholder information (continued)
Beneficial owners and “information rights”
If your shares are registered in the name of a third party (i.e. an ISA provider or other nominee company) you may, if you wish,
receive information rights under Section 146 of the Companies Act 2006. In order for this to happen, you must contact the third
party registered holder, who will then nominate you. All communications by beneficial owners of shares where the shares are held
by third party registered holders must be directed to that registered holder and not to Drax or Equiniti.
ShareGift
ShareGift (registered charity No. 1052686) is an independent charity which provides a free service for shareholders wishing
to dispose charitably of small parcels of shares, which would most likely cost more to sell than they are worth. There are no
capital gains tax implications (i.e. no gain or loss) on gifts of shares to charity and it is possible to obtain income tax relief.
Further information can be obtained directly from the charity at www.sharegift.org.
Share frauds (“Boiler room scams”)
In recent years, many companies have become aware that their shareholders have received unsolicited phone calls or
correspondence offering to purchase their shares at apparently inflated prices. It is often the case that the caller, or message
in the correspondence claims that they represent a majority shareholder who is looking to take over the Company. At the time
of this report, the Company was not the subject of a take-over attempt, hostile or otherwise, and approaches such as those
outlined are usually made by unauthorised companies and individuals. Shareholders should be very wary of any unsolicited
advice, offers to buy shares at a premium or offers of free reports into the Company. Below is the advice from the Financial
Conduct Authority (the “FCA”).
Beware of share fraud
Fraudsters use persuasive and high-pressure tactics to lure investors into scams. They may offer to sell shares that turn out to be
worthless or non-existent, or to buy shares at an inflated price in return for upfront payment. While high profits are promised, if you
buy or sell shares in this way you will probably lose your money.
How to avoid share fraud
, Keep in mind that firms authorised by the FCA are unlikely to contact you out of the blue with an offer to buy or sell shares.
, Do not get into a conversation, note the name of the person and firm contacting you and then end the call.
, Check the Financial Services Register from www.fca.org.uk to see if the person and firm contacting you is authorised by
the FCA.
, Beware of fraudsters claiming to be from an authorised firm, copying its website or giving you false contact details.
, Use the firm’s contact details listed on the Register if you want to call it back.
, Call the FCA on 0800 111 6768 if the firm does not have contact details on the Register or you are told they are out of date.
, Search the list of unauthorised firms to avoid at www.fca.org.uk/scams.
, Consider that if you buy or sell shares from an unauthorised firm you will not have access to the Financial Ombudsman Service
or Financial Services Compensation Scheme.
, Think about getting independent financial and professional advice before you hand over any money.
Remember, if it sounds too good to be true, it probably is!
Report a scam
If you are approached by fraudsters please tell the FCA using the share fraud reporting form at www.fca.org.uk/scams,
where you can find out more about investment scams.
You can also call the FCA Consumer Helpline on 0800 111 6768.
If you have already paid money to share fraudsters you should contact Action Fraud on 0300 123 2040.
149
Drax Group plc
Annual report and accounts 2014
Shareholder profile
The categories of ordinary shareholders and the ranges and size of shareholdings as at 31 December 2014 are set out below:
As at 31 December 2014
Analysis of shareholders
Private shareholders
Institutional and corporate holders
Total
Range
1–100
101–200
201–500
501–1,000
1,001–5,000
5,001–10,000
10,001–100,000
100,001–500,000
500,001 and above
Total
Note:
Number of
shareholders
%
Number of
shares(1)
1,361
1,279
2,640
Number of
shareholders
111
153
446
559
837
136
233
88
78
51.55
2,506,709
48.45 402,314,852
%
0.62
99.38
100.00 404,821,561
100.00
As at 31 December 2014
%
4.20
5.80
16.89
21.17
31.70
5.15
8.83
Number of
shares(1)
5,684
25,244
163,334
453,361
1,826,633
966,252
8,653,872
3.33
22,694,090
2.92 370,033,091
%
0.00
0.01
0.04
0.11
0.45
0.24
5.61
24.88
66.53
2,640
100.00 404,821,561
100.00
(1) Ordinary shares of 1116⁄29 pence each.
Shareholders by percentage ownership
as at 31 December 2014
Shareholders by number
as at 31 December 2014
Private
shareholders:
0.62%
Institutional
shareholders:
99.38%
Private
shareholders:
1,361
Institutional
shareholders:
1,279
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Drax Group plc
Annual report and accounts 2014
Shareholder information (continued)
Company information, professional advisers and service providers
Drax Group plc
Registered office and trading address
Drax Power Station
Selby
North Yorkshire YO8 8PH
Telephone +44 (0)1757 618381
Fax +44 (0)1757 612192
www.drax.com
Registration details
Registered in England and Wales
Company Number: 5562053
Company Secretary
Philip Hudson
Enquiry e-mail address
enquiries@drax.com
Professional advisers and service providers
Auditor
Deloitte LLP
2 New Street Square, London EC4A 3BZ
Bankers
Barclays Bank PLC
1 Churchill Place, Canary Wharf, London E14 5HP
Brokers
Deutsche Bank AG
Winchester House, 1 Great Winchester Street, London EC2N 2DB
Financial PR
Brunswick Group LLP
16 Lincoln’s Inn Fields, London WC2A 3ED
Registrars
Equiniti Limited
Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA
Remuneration advisers
PricewaterhouseCoopers LLP
1 Embankment Place, London WC2N 6RH
Solicitors
Slaughter and May LLP
One Bunhill Row, London EC1Y 8YY
151
Drax Group plc
Annual report and accounts 2014
Glossary
Advantaged fuels
Fuel that gives a price advantage against
standard bituminous coals. Such fuels
include pond fines, off-specification coal
and petcoke.
Ancillary services
Services provided to National Grid used
for balancing supply and demand or
maintaining secure electricity supplies
within acceptable limits. They are
described in Connection Condition 8
of the Grid Code.
Availability
Average percentage of time the units
were available for generation.
Average achieved price
Power revenues divided by volume of net
sales (includes imbalance charges).
Balancing mechanism
The sub-set of the market through which
the System Operator can call upon
additional generation/consumption or
reduce generation/consumption through
market participants’ bids and offers, in
order to balance the system minute-
by-minute.
Bark spread
The difference between the power
price and the cost of biomass, net of
renewable support.
EU ETS
The EU Emissions Trading System is a
mechanism introduced across the EU
to reduce emissions of CO2; the scheme
is capable of being extended to cover all
greenhouse gas emissions.
Feed-in tariff
A long-term contract set at a fixed level
where variable payments are made to
ensure the generator receives an agreed
tariff. The feed-in tariff payment would
be made in addition to the generator’s
revenues from selling in the market.
Forced outage
Any reduction in plant availability,
excluding planned outages.
Forced outage rate
The capacity which is not available due to
forced outages or restrictions expressed as
a percentage of the maximum theoretical
capacity, less planned outage capacity.
Grid charges
Includes transmission network use of
system charges (“TNUoS”), balancing
services use of system charges
(“BSUoS”) and distribution use of
system charges (“DUoS”).
IFRSs
International Financial
Reporting Standards.
Carbon price support mechanism
(or carbon price floor or carbon tax)
A tax upon fossil fuels (including coal) used
to generate electricity. It is charged as a
levy on coal delivered to the power station.
LECs
Levy Exemption Certificates. Evidence of
Climate Change Levy exempt electricity
supplies generated from qualifying
renewable sources.
Contracts for difference (CfD)
A mechanism to support investment
in low-carbon electricity generation.
The CfD works by stabilising revenues for
generators at a fixed price level known as
the “strike price”. Generators will receive
revenue from selling their electricity into
the market as usual. However, when
the market reference price is below the
strike price they will also receive a top-up
payment from suppliers for the additional
amount. Conversely if the reference price is
above the strike price, the generator must
pay back the difference.
Dark green spread
The difference between the power price
and the cost of coal and carbon.
EBITDA
Profit before interest, tax, depreciation and
amortisation, gains or losses on disposal
of property, plant and equipment and
unrealised gains/(losses) on derivative
contracts and CESP settlement.
Levy control framework
A control framework for DECC levy-funded
spending intended to make sure that
DECC achieves its fuel poverty, energy
and climate change goals in a way that is
consistent with economic recovery and
minimising the impact on consumer bills.
Load factor
Net sent out generation as a percentage
of maximum sales.
Lost time injury rate (LTIR)
The frequency rate is calculated on the
following basis: lost time injuries/hours
worked x 100,000. Lost time injuries are
defined as occurrences where the injured
party is absent from work for more than
24 hours.
Net balancing mechanism
Net volumes attributable to accepted bids
and offers in the balancing mechanism.
Net cash/(debt)
Comprises cash and cash equivalents,
short-term investments less overdrafts and
borrowings net of deferred finance costs.
Net sales
The aggregate of net volumes attributable
to bilateral contracts, power exchange
trades and net balancing mechanism.
Net sales at notional balancing point (NBP)
Net sales at NBP is the volume of power
sold to customers by our Retail business
expressed at the NBP. The NBP reflects
the volume of power sold before deduction
of transmission and distribution losses
incurred in transporting this power from
the grid to the customer meter.
Planned outage
A period during which scheduled
maintenance is executed according to
the plan set at the outset of the year.
Planned outage rate
The capacity not available due to planned
outages expressed as a percentage of the
maximum theoretical capacity.
Power exchange trades
Power sales or purchases transacted on
the APX UK power trading platform.
ROCs
A Renewables Obligation Certificate (ROC)
is a certificate issued to an accredited
generator for electricity generated
from eligible renewable sources.
The Renewables Obligation is currently
the main support scheme for renewable
electricity projects in the UK.
Summer
The calendar months April to September.
System operator
National Grid Electricity Transmission.
Responsible for the co-ordination of
electricity flows onto and over the
transmission system, balancing generation
supply and user demand.
Total recordable injury rate (TRIR)
The frequency rate is calculated on the
following basis: (lost time injuries + worse
than first aid injuries)/hours worked x
100,000.
UK NAP
UK National Allocation Plan.
Underlying financial measures
We report financial measures described
as “underlying” such as profit after tax and
earnings per share. Underlying measures
are adjusted to exclude the impact of gains
and losses on derivative contracts and the
associated tax.
Winter
The calendar months October to March.
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Drax Group plc
Annual report and accounts 2014
Notes
Credits
Design and production:
Radley Yeldar | www.ry.com
Photography:
Marcus Ginns
Andy Wilson
Henry Thomas
Steve Bates
Print:
Park Communications on FSC® certified paper.
Park is an EMAS certified company and its
Environmental Management System is certified
to ISO 14001.
100% of the inks used are vegetable oil based,
95% of press chemicals are recycled for
further use and, on average 99% of any waste
associated with this production will be recycled.
This document is printed on Cocoon 100
Offset, a paper containing 100% post consumer
recycled fibre, which is either Process Chlorine
Free (PCF) or Totally Chlorine Free (TCF).
Drax Group plc
Drax Power Station
Selby
North Yorkshire YO8 8PH
Telephone: +44 (0)1757 618381
Fax: +44 (0)1757 612192
www.drax.com