CELEBRATING 30 YEARS IN BUSINESS Annual Report and Accounts 2020 F D M G r o u p ( H o l d i n g s ) p l c A n n u a l R e p o r t a n d A c c o u n t s 2 0 2 0 Strategic Report 2 4 8 12 18 20 22 26 30 38 Governance 58 62 76 86 90 115 Highlights We are FDM Chairman’s Statement Chief Executive’s Review Key Performance Indicators Business Model Our Markets Financial Review Risk Management Corporate Responsibility s t n e t n o Shareholder InformationC Board of Directors Corporate Governance Report Audit Committee Report Nomination Committee Report Remuneration Report Directors’ Report 130 131 132 133 134 135 158 159 160 161 165 Financial Statements 122 Independent auditors’ report to the members of FDM Group (Holdings) plc Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements Parent Company Statement of Financial Position Parent Company Statement of Cash Flows Parent Company Statement of Changes in Equity Notes to the Parent Company Financial Statements s t h g i l h g H i Financial Revenue (£m) Adjusted operating profit1 (£m) £267.7m -1% 2019: £271.5m £42.7m -23% 2019: £55.2m Profit before tax (£m) Adjusted profit before tax1 (£m) £41.0m -22% 2019: £52.5m £42.0m -23% 2019: £54.5m Basic earnings per share (pence) Adjusted basic earnings per share1 (pence) 28.2 pence -24% 28.8 pence -26% 2019: 37.3 pence 2019: 38.8 pence Cash flow generated from operations (£m) £66.1m +15% Cash conversion2 (%) 158.4% +46% 2019: £57.7m 2019: 108.4% Dividend per share (pence) 46.5 pence +191% 2019: 16.0 pence Forward-looking statements This Annual Report contains statements which constitute “forward-looking statements”. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to be correct. Because these statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. 2 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Operational 862 university events attended3 in 2020 (2019: 902) 64,608 completed applications received via our website We work proactively with over 200 University Partners globally (2019: 59,763) 1,341 training completions in 2020 Global total training capacity4 of 896 at year end (2019: 2,115) (2019: 988) Mounties assigned to clients at week 525 were 3,580 (2019: 3,924) Mountie utilisation6 rate of 94.8% (2019: 96.1%) 52 new clients globally (2019: 97) 1 The adjusted operating profit and adjusted profit before tax are calculated before Performance Share Plan expense (including social security costs) of £1.0 million (2019: £2.0 million). The adjusted basic earnings per share is calculated before the impact of Performance Share Plan expenses (including social security costs and associated deferred tax). See page 29 for further details of adjusted items. 2 Cash conversion is calculated by dividing cash flow generated from operations by operating profit. 3 This is a mix of physical and virtual events attended. In March 2020 we switched all of our university events to virtual delivery. 4 Total training capacity seats is combined permanent capacity (2020: 856; 2019: 844) and temporary capacity (2020: 40; 2019: 144). 5 Week 52 in 2020 commenced on 21 December 2020 (2019: week 52 commenced on 16 December 2019). 6 Utilisation is calculated as the ratio of cost of utilised Mounties to the total Mountie payroll cost. 3 RECRUITTRAINDEPLOYFDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements We are FDM Group (Holdings) plc (“the Company”) and its subsidiaries (together “the Group” or “FDM”) form a global professional services provider with a focus on IT. Our mission is to bring people and technology together, creating and inspiring exciting careers that shape our digital future. The Group’s principal business activities involve recruiting, training and deploying its own permanent IT and business consultants (“Mounties” or “consultants”) to clients, either on site or remotely. FDM specialises in a range of technical and business disciplines including Development, Testing, IT Service Management, Project Management Office, Data Engineering, Cloud Computing, ‘Risk, Regulation and Compliance’, Business Analysis, Business Intelligence, Cyber Security, AI (“Artificial Intelligence”), Machine Learning and Robotic Process Automation. The FDM Careers Programme bridges the gap for graduates, ex-Forces and returners to work, providing them with the training and experience required to make a success of launching or re-launching their careers. We have dedicated training centres and sales operations located in London, Leeds, Glasgow, New York NY, Arlington VA, Charlotte NC, Austin TX, Toronto, Frankfurt, Singapore, Hong Kong, Shanghai and Sydney. We also operate in Ireland, France, Switzerland, Austria, Spain, Luxembourg, the Netherlands and South Africa. Following the impact of COVID-19, throughout 2020 our courses have been delivered remotely by our trainers to all of our in-training Mounties and we made arrangements for all of our staff to work remotely, effectively and efficiently. The health and wellbeing, both physical and mental, of all of our people and stakeholders is central to who we are and what we do. As such, our outreach programmes for our Mounties and in-house staff have grown in significance during the pandemic, becoming key to our support and care for all of our staff globally. FDM is a collective of over 5,000 people, from a multitude of different backgrounds, life experiences and cultures. We are a strong advocate of diversity and inclusion in the workplace and the strength of our brand arises from the talent within. Together, we are FDM. Our purpose To bring people and technology together, creating and inspiring exciting careers that shape our digital future. To deliver customer-led, sustainable, profitable growth on a consistent basis, through our well-established Mountie model: • • • • To identify and recruit talented individuals – we attract and recruit high-calibre candidates and develop them into skilled Mounties. We currently have three pathways: Graduate, Ex-Forces, and Returners. To train individuals through our Academies – we provide our Mounties with first-class training and ongoing development and support, giving them the best possible platform from which to launch exciting and successful careers in IT. We invest in our trainers and training facilities to create leading-edge centres of excellence. To grow our customer presence profitably – we look to create new opportunities to deploy our Mounties amongst our existing client base and in ever-broadening and diverse new markets and territories. To identify and fill our clients’ IT skills gaps – we focus on understanding and anticipating their requirements, as well as market trends, to provide exciting career opportunities to our Mounties and other employees, delivering sustainable profitable growth for our shareholders. • To create a long-term sustainable global business – we aim to have a beneficial impact on the communities where we operate. We are aware of our responsibility towards our suppliers, and work to minimise our impact on the physical environment. 4 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Together we are stronger From day one, FDM has always been people-focussed. We celebrate diversity. We encourage inclusivity. We thrive on teamwork and collaboration with colleagues, clients and partners. What makes us successful is that we’re a collective made up from a multitude of backgrounds, cultures, languages, nationalities and skills. This diversity makes us stronger as one. We strive for success We are entrepreneurial, ambitious, creative and brave. We thrive on pushing the boundaries to exceed clients’ expectations. We create an inspiring place for colleagues to work and develop their careers. We encourage our colleagues to challenge themselves and help each other maximise their potential so we can continue to deliver a unique and unparalleled service to our clients and stakeholders. We make it happen We are pioneers and innovators – a team of adaptable, agile and passionate people. We have a ‘can-do’ attitude, approaching every day with energy and enthusiasm. We seize every opportunity to provide solutions for our clients, careers for our people and to drive our business forward. Our values Committed to our clients We all work towards a shared goal – to help our clients succeed. We are attentive, focussed and in-tune with their wants and needs. We work hard to nurture our relationships, to become our clients’ partner and to create solutions to fulfil their business ambitions. Their success is our success. We say it how it is We believe in professional integrity. We are reliable, open and trustworthy, and we are undivided in this behaviour. This approach has earned us the respect of our colleagues, clients, partners and investors and has made us the business we are today. Strategic ReportGovernanceFinancial Statements Awards • Social Mobility Employer Index 2020: Top 75 • New Year’s Honours List 2020 – CBE awarded to Sheila Flavell for “services to gender equality in IT, and graduate and returners’ employment” • Computer Weekly’s ‘Most Influential Women in UK tech’ Hall of Fame – Sheila Flavell • JobCrowd Top 100 Companies For Graduates To Work For 2020/2021 • Target Jobs UK 300 Top 300 Graduate Recruiter 2020/2021 • GraduateJobs.com Campaign Performance Awards 2019/2020 • Rate My Placement Top 100 Undergraduate Employers for 2020/2021 • MINT Minded Company (Germany) • Kununu OPEN COMPANY and TOP COMPANY (Germany) • U.S. Veterans Magazine ‘Best of the Best’ Top Veteran-Friendly Companies 2020 • Military Times Best for Vets Employer 2020 • GradConnection Top 100 Graduate Employer (Australia) • The Department for International Trade, Career Recognition Award – Sheila Flavell Awards received during the year included: 6 i n n o v a t i v e T h e s u c c e s s o f r a p i d a n d r e s p o n s e t o t h e o p e r a t i o n a l , e c o n o m i c a n d c o m m e r c i a l t a i n t i e s o f 2 0 2 0 i t y a n d F D M ’ s i e s l l m o d e l , i e n c e a n d i n t h e fl e x i b i i e n c e o f o u r l r e s i a n d t h e e x p e r d e d i c a t i o n o f o u r m a n a g e m e n t t e a m s u n c e r FDM Group (Holdings) plcAnnual Report and Accounts 2020 F D M ’ s T h e s u c c e s s o f i n n o v a t i v e r e s p o n s e t o t h e o p e r a t i o n a l , r a p i d a n d e c o n o m i c a n d c o m m e r c i a l i e s l t a i n t i e s o f 2 0 2 0 i t y a n d m o d e l , i n t h e fl e x i b i u n c e r i e n c e a n d i e n c e o f o u r a n d t h e e x p e r d e d i c a t i o n o f o u r r e s i m a n a g e m e n t t e a m s l l Strategic ReportGovernanceFinancial Statements ’ s n a m r i a h C t n e m e t a t S David Lister Chairman I am pleased to present FDM’s Annual Report for the financial year ended 31 December 2020. For example: • we have not accessed the UK Coronavirus Job Retention Scheme (“furlough”); • we have not taken any funding from the UK Government, we received government funding in APAC, largely automatically as part of the Singapore and Hong Kong governments’ responses to the pandemic; • we enhanced the terms and conditions for those Mounties in the UK who had completed training but were awaiting their first placement with a client; • despite significantly increased numbers of unallocated (“beached”) consultants, COVID-19 related redundancies have been avoided; and • our IT teams rapidly implemented technical solutions which enabled a near-seamless transition to remote recruitment and training. We were in the position to be able to do many of these things as a direct result of prudent financial management and robust operational oversight over many years. Despite all the challenges during 2020, we have been determined not merely to survive, but to thrive; in parallel to managing our response to the pandemic, we have worked hard on developing the Academies of the future, using our experiences of training during lockdown to create innovative new ways to make our consultants and the services they provide even more relevant to clients. You can read more about our approach to managing the impact of the pandemic on page 30. Performance 2020 saw FDM deliver a solid operational and financial performance in the light of the exceptional challenges presented by the COVID-19 pandemic. As the scale of the pandemic became clear, we quickly adapted our business to safeguard the wellbeing of our staff and our clients, to mitigate the impact of the pandemic on our revenues and to put ourselves in the best position to benefit from the trend towards normality that we witnessed in the majority of our markets as the second half progressed. The Group delivered an adjusted profit before tax1 of £42.0 million (2019: £54.5 million). The balance sheet remains strong with closing cash balances of £64.7 million and no external borrowings (2019: £37.0 million and no external borrowings). Response to the COVID-19 pandemic The success of FDM’s rapid and innovative response to the operational, economic and commercial uncertainties of 2020 lies in the flexibility and resilience of our model, and the experience and dedication of our management teams. Our Executive Team was able to draw on the lessons learned from their experience of bringing FDM through the global financial crisis of 2008 and the Board is proud of the manner in which the business has been able to respond and rebound so positively and quickly. FDM is a people business and looking after our people has been at the heart of our response, whilst ensuring that we are fair to our other stakeholders (which includes not only shareholders and the communities where we operate, but also, by extension, governments). 1 The adjusted profit before tax is calculated before Performance Share Plan expenses (including social security costs). 9 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Chairman’s Statement Culture and values Dividend FDM’s business is supported by a strong In March 2020, the Board decided against cultural identity that helps to ensure our proposing a final dividend for the year to goals are understood and shared by our 31 December 2019, reflecting the people. I am particularly proud of the difficulty at that time in assessing the work we do to promote social mobility impact of COVID-19 on the business. In and to make FDM a diverse and inclusive July 2020, considering the Group’s place to work. It was rewarding to be encouraging performance, the Board ranked again this year in the Social declared an interim dividend of 18.5 Mobility Employer Index 2020 operated pence per ordinary share, which was paid by the Social Mobility Foundation, in to shareholders on 4 September 2020. recognition of the steps we take to improve social mobility in the workplace Given the Group’s continued solid and to enable those from lower socio- performance, strong cash position and economic backgrounds to succeed. You encouraging prospects, the Board was can find more information on our work in pleased to be able to declare in January The People Team initiated a hugely increased programme of employee engagement during this year’s lockdowns to ensure that the wellbeing of our staff was monitored and safeguarded. The People Team continues to work closely with the Board on succession planning and people development whilst progress on the implementation of our Group People Strategy has continued during the year. There is further information on the Group People Strategy on page 17. The Board At the end of April 2020, Robin Taylor, who had been a Non-Executive Director this area on page 43. Governance The Board considers robust corporate governance and a sound approach to risk management to be fundamental to the sustainability of the Group and its operations. We continue to be guided by the 2018 UK Corporate Governance Code (“the 2018 Code”). Engagement with our employees and other stakeholders has always been an important part of our approach and we have worked on expanding that engagement during the year, building on our work to ensure employee voices are heard by the Board, and undertaking a more formal programme of engagement with our larger institutional shareholders. I report on corporate governance in more detail on page 62 and our framework of risk management and governance will continue to evolve during the coming year 2021 a second interim dividend for the since June 2014 and Chair of the Audit year to 31 December 2020 of 13.0 pence Committee, stepped down from the per ordinary share, which was paid to shareholders on 26 February 2021. The Board has historically operated a progressive dividend policy, aimed at Board. The Board is grateful to Robin for his dedication and support of the Board’s work. Alan Kinnear took on the role of Chair of the Audit Committee when Robin stepped down, and reports on his aligning the annual dividend broadly with work with the Audit Committee over that growth in the Group’s earnings per share, period in the Audit Committee Report on whilst taking into account the Board’s pages 76 to 85. There have been no other desire to maintain an appropriate cash changes to the Board since the buffer at a Group level, the ongoing needs publication of our last Annual Report. for funding of organic growth across the business and the distributable reserves available to the Group. The Board now intends to resume that policy, and the In the course of preparing the Board’s new policy on executive remuneration (to be submitted for approval by Group’s normal dividend timetable, and shareholders at the AGM in April 2021) accordingly will be recommending a final my colleague Peter Whiting, Chair of the dividend of 15.0 pence per ordinary share Remuneration Committee, approached in respect of the year to 31 December 2020 for approval by shareholders at our AGM to be held on 28 April 2021. People our major shareholders to seek their feedback on those proposals. We took the opportunity to broaden the scope of that consultation by offering to each of our top 20 shareholders (accounting for well over 50% of our share capital) the opportunity to meet with Peter (who is also Senior Independent Director), Mark Heather (our Company Secretary and Head of Investor Relations) and me. This provided some very helpful and positive opportunities for us to engage on wider governance issues, providing the Board with greater insight into our shareholders’ priorities. We were encouraged by the level of understanding of the Group and its culture, and the feedback we received indicates that our shareholders also appreciated the discussions and found them useful. in line with shareholder expectations and Our results this year reflect the dedication best practice requirements. and hard work of all our colleagues; our consultants working with clients and also our recruiters, trainers, internal staff and those in support roles. Our people understand that our clients’ success is our success, and, on behalf of the Board, I would like to thank them for their great contribution to our performance during what must surely be the most difficult year that many of them will have encountered in their careers. 10 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Outlook 2020 marked thirty years since our CEO, Rod Flavell, first established the company which became FDM and the story of its evolution over that period from start-up to a global FTSE 250 business is a remarkable one. I congratulate Rod and his team for what they have achieved and look forward to what the next thirty years can deliver for FDM and all of its stakeholders. We have year to date in 2021 seen good levels of client activity and healthy deal volumes overall. Our beached and signed-off resources have returned to normal levels and we are significantly ramping up recruitment and training activities to meet demand for our Mounties. Our balance sheet is strong and our model refined; while mindful that the uncertainties presented by the pandemic are not yet behind us, I anticipate that 2021 will see the Group deliver good progress. David Lister Chairman 9 March 2021 11 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements ’ s e v i t u c e x E f e h C i w e i v e R Rod Flavell Chief Executive Officer 2020 saw FDM deliver a solid operational and financial performance in the light of the exceptional challenges presented by the COVID-19 pandemic, benefiting from the Group’s agile, robust and highly cash- generative business model. This included the rapid and successful transition of our business model to the remote delivery of Mountie services to clients and to remote training. Overview Our strategy The Group has delivered a resilient FDM’s strategy is straightforward: we aim performance in the year despite the to deliver customer-led, sustainable, many challenges presented by the profitable growth on a consistent basis, COVID-19 pandemic. through our well-established and proven Mountie model. I am delighted to report Following a strong first quarter, the that despite the severe impact of the second quarter of 2020 saw more global COVID-19 pandemic, the resilience difficult trading conditions, reflected in a and agility of our business model have reduction in the volume of new Mountie enabled us to deliver a solid performance placements, delays in onboarding in the year and to continue to deliver on Mounties and the early termination of our four key strategic objectives: Attract, some placements by clients. This resulted train and develop high-calibre Mounties; in an increase in the number of our Invest in leading-edge training unallocated (“beached”) Mounties and capabilities; Grow and diversify our client Mounties who had completed their base; and Expand and consolidate our training but awaited their first placement geographic presence. (“signed off”). As the second half progressed, conditions in the majority of Our strategy requires that all activities our geographic markets trended closer to and investments produce the normality with a consequent appropriate level of return on improvement in deal volumes and a investment, that they deliver sustained gradual decrease in the level of beached and measurable improvements for all and signed-off Mounties, which returned our stakeholders including customers, to more normal levels by the year end. staff and shareholders, and that they further our objective of launching the We ended the year with 3,580 Mounties careers of talented people worldwide, placed with clients. The Group recorded which remains core to everything we do. revenue of £267.7 million and delivered an adjusted operating profit1 of £42.7 million. I hope my review, together with the financial review, demonstrates that we have delivered on these requirements and more in 2020, despite operating in the most challenging conditions FDM has ever faced. 1 The adjusted operating profit before tax is calculated before Performance Share Plan expenses (including social security costs). 13 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Chief Executive’s Review Strategic objectives Attract, train and develop high-calibre Mounties Invest in leading-edge training capabilities Expand and consolidate our geographic presence One of the most pleasing aspects of our Recently we have increased our leverage Whilst our APAC operations saw Mountie performance in 2020 is that we of pop-up centres to deliver training, on transitioned to remote working with the basis that they are quick to establish short notice whilst retaining complete and offer flexible availability to meet local operational functionality, including the candidate and client demand. The ability to deliver training remotely. From flexibility offered by pop-ups meant that the end of March, as lockdown in 2020 we were able to exit certain restrictions prevented our trainees from pop-up leases and give notice on others, being able to access our physical training reducing our cost base during a period locations, we implemented technical when training was delivered remotely. As solutions to enable all training to be COVID-19 restrictions necessitated headcount increase by 136 in the year from 497 to 633, in our other regions market conditions saw Mounties assigned to clients reduce compared with week 52 2019. EMEA saw only a very small decrease of four in headcount, from 240 to 236. The UK and Ireland region saw a decrease in headcount of 285 from 1,910 to 1,625 and in North America headcount decreased by 191 delivered remotely across all our global remote delivery of training, we from 1,277 to 1,086. markets. The near seamless transition to accelerated investment in cloud-based remote training is a credit to our IT teams training platforms, giving us a range of Deal volumes gradually recovered in the who worked to ensure the technology options to expand and enhance our supported the delivery of training training delivery into the future. By remotely and to the quality of our team broadening the accessibility of our of trainers who continued to deliver training to those with travel restrictions, second half of the year and with our markets returning to more normal conditions we anticipate growing our international footprint again as first-class training throughout. children and other caring responsibilities, conditions allow. In this respect, since the we hope to promote further diversity and year end we have secured our first deals In total, there were 1,341 training inclusivity amongst our trainee in Poland and New Zealand. completions in 2020, a decrease of 37% population. We believe that our business model is resilient against many of the threats and uncertainties which are commonly perceived to arise from Brexit as set out in the Risk Management section on pages 30 to 37, which we therefore anticipate will not hinder our international expansion. on the equivalent period in 2019 (2019: 2,115), the reduction reflecting the alignment of our training output to COVID-19 reduced levels of demand. As the volume of new Mountie placements decreased in the immediate aftermath of the first wave of the Grow and diversify our client base pandemic and delays occurred in the We continued to deliver the highest level onboarding of Mounties, we flexed of service to our clients during 2020 and recruitment in response to changing have worked closely with them as they client demand. Our recruitment teams have had to flex their resource continued to work to maintain requirements because of the impact of engagement with potential candidates COVID-19. We secured 52 new clients in and university partners during this the year (2019: 97), of which 24 were in period of temporarily reduced the second half and 75% were secured recruitment. As, more recently, the level from outside the financial services sector. of our beached and signed-off Mounties We also made early progress in the has reverted to pre-COVID-19 levels, Telecoms, Retail, Pharmaceuticals and we are ramping up our recruitment Healthcare sectors. programme again and have found we are attracting at least as many applications as we have received historically. We continued to engage with our Ex-Forces and Returners pathways in 2020, albeit on reduced volumes, and these too are returning to more normal levels of recruitment. 14 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Attract, train and develop high-calibre Mounties Invest in leading-edge training capabilities ruit c e R Train Bringing people and technology together Deplo y Grow and diversify our client base Expand and consolidate our geographic presence 15 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Chief Executive’s Review Our service offerings Our training is under continual review to ensure we deliver, at scale, a consultant workforce best suited to the wide range of roles required. We regularly discuss the trends our clients see developing in the technology market, and make sure we understand how those trends will be reflected in their future needs. Our core training proposition is modular and continues to evolve, remaining flexible to enable close alignment to the needs of our clients. FDM’s range of technical and business disciplines includes; Development, Testing, IT Service Management, Project Management Office, Data Engineering, Cloud Computing, ‘Risk, Regulation and Compliance’, Business Analysis, Business Intelligence, Cyber Security, AI (“Artificial Intelligence”), Machine Learning and Robotic Process Automation. The challenges arising from the pandemic and its initial impact on our business provided us with the opportunity to develop Agile Pods (“pods”), an initiative that had previously been in the early stages of consideration. Mounties learn in an agile environment, developing their skills remotely in a setting which closely simulates the client environments in which they will be placed. The pod concept became a key focus in the year as it became clear that these pods represented an innovation which could evolve to become an important part of our longer-term, post-pandemic business model. Pods Pods bring together consultants from a variety of skill sets in an agile environment to solve real world business challenges. Aligned to the Scrum Framework, our self-organising cross-functional Scrum teams typically consist of up Key client benefits This mechanism has enabled us to deploy pods onto client sites, work ready, as prior to joining the client, they have been “forming, storming and norming” together as a collective team. Tailored solutions Our pods can be configured to work on a specific project or challenge to ten consultants, a Scrum Master related to a business or industry. (from our Ex-Forces Programme) and a Product Owner (from our Returners Programme). Team-based deployments An opportunity to take on a cross-functional team that can work effectively with an inbuilt management, reporting and control structure. Case study Challenge Our client, an international healthcare Solution The client partnered with FDM to provide Outcome The team of FDM consultants onboarded provider, partnered with FDM to help skilled DevOps teams to work across and delivered a number of DevOps build its future talent capability to replace sites in Sydney and Melbourne. A tailored projects on site including: contingent workers with a more programme was shaped with the client to sustainable long-term solution. The client ensure its specific needs were met. A • Moving the client’s legacy customer wanted to invest and grow talent from short-list of FDM consultants was relationship management (“CRM”) the local area to resource its application presented from those who had system to the cloud; project teams in Australia. The focus was successfully passed through the • Working with the Development and on highly motivated candidates who had assessment phase. Once the final Environments teams to look after a foundation in DevOps practices and selection was made by the client, the the resources within the project, for were skilled in Application Development. team underwent an intensive twelve- example with Application Our client wanted energetic people with week tailored training programme. This Programming Interfaces (“APIs”); a base level of knowledge who could included: SQL, Object Oriented Design • Using Microsoft Azure to manage approach development with a DevOps using .Net, Data Access, Cloud source control, work backlogs, mindset and apply themselves to deliver Computing, ITIL, and Docker. During the pipelines and tasks; and value from day one. training, the client had regular • Handling large, business-critical interactions with the FDM consultants, processes, like product changes, tax which included participation in training submissions and policy updates and arranging team events. building its graduate DevOps capability. 16 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Our people – talented, ambitious, enthusiastic, diverse Across the business, our people have The safety, wellbeing and morale of all I would like to extend the Board’s responded to the challenges that were our employees has been an important thanks to every FDM employee as it forced upon us by COVID-19. Our IT focus of 2020. As lockdowns necessitated is their commitment during 2020 and teams were exemplary in delivering remote working for our staff around the throughout its challenges, which has remote working capabilities rapidly and world, the focus of our Group People enabled us to deliver for all our with no disruption to operations. Our Strategy changed rapidly, with a major stakeholders. trainers switched to delivering training expansion of our programme of remotely in very short timeframes to the employee engagement. The experience same high standards they were gained from this led to the development Looking forward accustomed to delivering from physical of a data dashboard which is now classrooms. They were heavily involved in available to the Executive Team to help retraining and upskilling all those us monitor a wide range of information Mounties who returned to the beach relating to our staff. This, in turn, will during the early months of the pandemic. enable us to develop KPIs to support the Our recruiters continued to recruit ongoing rollout of our Group People remotely and in regions where Strategy in the coming year. recruitment was reduced, to engage with candidates, universities and other We undertook a series of initiatives partners to keep them informed and to during the year to ensure that all of our ensure we had a pipeline of candidates employees felt connected, supported and available as soon as we were able to informed during uncertain times. These increase recruitment again, as we have included regular surveys to check on now done. Our People Team, having the employees’ remote working safety and wellbeing of all employees as circumstances to enable us to monitor their key focus during the year, launched both their resources and their wellbeing initiatives to ensure we were able to and a new social collaboration reach out to every single one of our programme, Yammer, to communicate employees across the globe. Our Finance with all employees across the globe. team worked tirelessly to protect the strong financial position of the Group, The Group People Strategy is designed to enabling us to deliver debtor days in line enable FDM to maintain its position as a with target and a year-end cash balance high-performing and impactful global of £64.7 million. Our account managers organisation with a clear orientation continued to achieve strong levels of towards sustainability, scalability, activity and engagement with our clients commercial efficiency and flexibility. To and Mounties, whilst our Mounties, achieve these outcomes, the strategy displaying the energetic blend of skills, focusses on the following measures: professionalism and drive to succeed that we expect of them, remained as • successful deployments – by placing effective working remotely as at our Mounties and clients at the client sites. heart of our work; Overall, 2021 has started encouragingly well, in line with the Board’s expectations and with good levels of client activity and strong deal volumes. Beached and signed-off resources have returned to normal levels and we have already commenced significantly ramping up recruitment and training activities to meet increasing demand for our Mounties. Our balance sheet is strong and, while mindful that the uncertainties presented by the pandemic across the different geographies and sectors in which we operate are not yet behind us, I am confident that the Group is well positioned to deliver good progress in the current year. Rod Flavell Chief Executive Officer 9 March 2021 • an inclusive culture – where our people can thrive and be happy and productive; • • a proactive business – anticipating the needs of our people and clients; quality and clarity of purpose – by ensuring that all our employees promote and embody our values and our unique service offering; and • recognised leadership – in diversity and inclusion, STEM, people analytics and leading-edge learning. 17 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Key Performance Indicators We maintain and monitor a range of Key Performance Indicators (“KPIs”) to identify trends in our operating and trading performance. COVID-19 impacted us throughout the year, however, we sustained profitable trading, maintained a robust balance sheet and continued with strategic investment programmes. The adjusted numbers in the KPI analysis remove the impact of costs associated with the Performance Share Plan, to provide a clear understanding of the underlying trading performance. Each KPI is linked to different aspects of FDM’s Business Model, as illustrated below. The three components of FDM’s Business Model are recruit, train and deploy. The Business Model is shown on pages 20 to 21. Financial KPIs Revenue (£m) -1% Link to Business Model Deploy Adjusted operating profit1 (£m) -23% Link to Business Model Recruit Train Deploy Adjusted basic earnings per share1 (pence) -26% Link to Business Model Recruit Train Deploy Performance Description 2020 2019 2018 268 272 245 Group revenue reduced, reflecting the tough market conditions in the year. Performance Description 2020 2019 2018 43 55 52 Adjusted operating profit reduced by 23%, impacted by a larger than average cost for beached and signed-off consultants during the year, together with an increase in overheads primarily due to the settlement of a legal claim in North America (see note 6 of the financial statements). Performance Description 2020 2019 2018 28.8 38.8 36.3 Adjusted earnings fell by 26% to 28.8 pence. This reflects the Group’s lower adjusted operating profit and higher effective tax rate. 1 The adjusted operating profit is calculated before Performance Share Plan expenses (including social security costs). The adjusted basic earnings per share is calculated before the impact of Performance Share Plan expenses (including social security costs and associated deferred tax). 18 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Cash flow generated from operations (£m) +15% Link to Business Model Recruit Train Deploy Performance Description 2020 2019 2018 66 58 49 The Group closed the year with cash balances of £64.7 million (2019: £37.0 million), due in part to the amended pattern of dividends and with focussed working capital management. Cash conversion (%) Performance Description +46% Link to Business Model Recruit Train Deploy Operational KPIs Mounties assigned to clients (week 52) -9% Link to Business Model Deploy 2020 2019 2018 158 108 101 Cash conversion, 158%, was very strong, facilitated by an excellent cash collection performance and a reduction in debtor days. Performance Description 2020 2019 2018 3,580 3,924 3,747 The number of Mounties assigned to clients decreased by 9% due to the reduction in deal volumes in the second quarter. Deal volumes improved across the third and fourth quarters. Mountie utilisation rate (%) Performance Description -1% Link to Business Model 2020 2019 2018 Deploy 94.8 96.1 97.3 Mountie utilisation rate in 2020 reduced due to a higher number of beached Mounties as the pandemic impacted client demand. Training completions (year to 31 December 2020) -37% Link to Business Model Recruit Train Performance Description 2020 2019 2018 1,341 2,115 2,155 Training completions were lower in all regions except APAC, as the Group flexed its intake in line with client demand. 19 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Business Model Our purpose To bring people and technology together, creating and inspiring exciting careers that shape our digital future About us We recruit and train graduates, ex-Forces personnel and returners to work, transforming them into IT and business professionals before deploying them to work with our clients We work in partnership with our clients to fill their skills gaps, building a diverse pipeline for the future What sets us apart Our people • As employees of FDM, our Mounties are trained not only to meet the requirements of our clients but to equip themselves well for the early stages of their nascent careers; we provide ongoing training and support throughout their tenure as FDM employees Global coverage • International presence with localised support in all our operating territories • Experienced trainers with remote and in-house delivery capability Track record of success • Robust credentials with over 30 years of operational success • Cost-effective, value-added business model Bespoke approach • Low-risk solution as FDM retains full accountability for Mounties • Scalable capacity with no minimum requirement • Ability to tailor recruitment and training • Option to transfer consultants from FDM to a permanent role with the client after initial period 20 FDM Group (Holdings) plcAnnual Report and Accounts 2020 How our business works The value we create We recruit The best: – Graduates – Ex-Forces – Returners to work We train We offer extensive, award-winning, training to successful candidates We deploy We place Mounties at a diverse range of clients, in a wide range of disciplines and territories Career development Following completion of the initial commitment period, there is the option for Mounties to transition permanently to the client if the client so requires, remain as is or embark on a new placement with FDM For our clients We provide our clients with a first-class, flexible resource at a competitive price 3,580 Mounties assigned to clients at year end For our shareholders We consistently deliver returns for our shareholders 46.5 pence Two interims and a final dividend in respect of the year 2020 For our employees Ongoing professional development and support available to our employees throughout their career at FDM 5,000+ FDM employees globally 85+ nationalities For our trainees Our award-winning training enables our trainees to transition into professional IT and business consultants, with relevant technical skills and commercial experience 1,341 training completions in 2020 21 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Our Markets North America 2020 2019 Revenue £97.1m £96.0m Adjusted operating profit1 £12.5m £16.5m Mounties deployed Training completions 1,086 1,277 520 706 36% of FDM’s global revenue (2019: 36%) EMEA Revenue 2020 2019 £20.8m £16.0m Adjusted operating profit1 £3.4m £2.2m Mounties deployed Training completions 236 93 240 155 1 The adjusted operating profit/ (loss) is calculated before Performance Share Plan expenses (including social security costs). 22 FDM Group (Holdings) plcAnnual Report and Accounts 2020 UK and Ireland 2020 2019 Revenue £119.8m £136.9m Adjusted operating profit1 £25.2m £37.8m Mounties deployed Training completions 1,625 1,910 417 964 45% of FDM’s global revenue (2019: 50%) 11% of FDM’s global revenue (2019: 8%) 8% of FDM’s global revenue (2019: 6%) APAC Revenue 2020 2019 £30.0m £22.6m Adjusted operating profit/ (loss)1 £1.6m £(1.3)m Mounties deployed Training completions 633 311 497 290 23 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Our Markets UK and Ireland Mounties deployed at week 52 were 1,625 (2019: 1,910). Following a decline in assigned Mounties due to COVID-19, with the UK placed into lockdown, the UK responded well in the second half of the year with headcount holding broadly flat. Revenue for the year decreased 12% to £119.8 million (2019: £136.9 million). COVID-19 and its knock-on effects have impacted demand in some sectors more than others, with travel, leisure and hospitality most noticeably affected. Our business model gives clients the flexibility and choice to end placements early or extend them. We saw some return of Mounties from a number of clients in the second quarter, with a consequent rise in our beached headcount. We reacted to the change in client demand by reducing our recruitment of new trainees and worked to upskill those who were between placements, ready for their next deployment. The result is that the proportion of Mounties who had completed their first two years with FDM rose to 39% at year end (2019: 21%). Training completions were 417, a reduction of 57% on last year as we flexed our training in line with demand (2019: 964). Adjusted operating profit1 decreased by 33% to £25.2 million (2019: £37.8 million), on revenues 12% lower at £119.8 million (2019: £136.9 million). North America While revenue was up 1% to £97.1 million (2019: £96.0 million), North America Mounties deployed fell by 55 in the first half and by a further 136 in the second half of 2020. The effects of the pandemic coupled with political uncertainty saw a weaker close in the USA, following an uptick in quarter three. Canada’s strict lockdowns impacted banks’ project plans and demand fell sharply in this sector. Training completions in the region decreased by 26% in line with reduced client demand. We successfully moved our training from the classroom to online with no disruption to courses and took advantage of the flexibility that our pop-up model offered to reduce the size of our training centres in Charlotte and Austin, where classrooms were not being used during lockdown. Adjusted operating profit1 was £12.5 million (2019: £16.5 million) after the Board took the pragmatic and commercial decision to settle for £3.0 million a long-standing legal claim which the Board considered to be unmeritorious (see note 6). EMEA (Europe, Middle East and Africa, excluding UK and Ireland) Revenue from our EMEA business grew by 30% to £20.8 million (2019: £16.0 million). Adjusted operating profit1 was 55% higher at £3.4 million (2019: £2.2 million). Mounties assigned to clients fell by four to 236 at year end (2019: 240). Luxembourg headcount grew from 41 at week 52 2019 to 80 at week 52 2020, driven particularly by client demand in Risk, Regulation and Compliance roles. During the year we took the opportunity to downsize our Frankfurt Academy training capacity, effective from October 2021. APAC (Asia Pacific) APAC performed strongly with revenue increasing by 33% to £30.0 million (2019: £22.6 million) and 633 Mounties deployed at year end (2019: 497). Our newest territory, Australia, continues to grow rapidly, increasing headcount by 60% and adding six new clients during the period. Across the region we gained 16 new customers. Adjusted operating profit1 was £1.6 million (2019: adjusted operating loss of £1.3 million) after benefiting from approximately £2.6 million of COVID-19 related employee cost subsidies, the significant majority of which was received automatically as part of the Singapore and Hong Kong governments’ responses to the pandemic. 1 The adjusted operating profit/ (loss) is calculated before Performance Share Plan expenses (including social security costs). 24 FDM Group (Holdings) plcAnnual Report and Accounts 2020 r a d i n g i n H o n g l y 1 0 y e a r s F D M h a s b e e n t s u c c e s s f u l K o n g f o r Strategic ReportGovernanceFinancial Statements l i a c n a n F i w e i v e R Mike McLaren Chief Financial Officer 2020 was a year of resilient financial performance given the tough trading conditions caused by the impact of the COVID-19 pandemic, particularly in the second quarter of the year. Revenue decreased by 1% to £267.7 million (2019: £271.5 million), adjusted operating profit1 decreased by 23% to £42.7 million (2019: £55.2 million), with adjusted basic earnings per share1 down 26%, to 28.8 pence (2019: 38.8 pence). We ended the year with a robust balance sheet and remain well positioned for future growth with a proven and agile business model that allows us to respond rapidly and effectively to market fluctuations. 1 The adjusted operating profit is calculated before Performance Share Plan expenses (including social security costs). The adjusted basic earnings per share is calculated before the impact of Performance Share Plan expenses (including social security costs and associated deferred tax). 27 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Financial Review Summary income statement Revenue Adjusted operating profit1 Adjusted profit before tax1 Profit before tax Adjusted basic EPS1 Basic EPS Overview Year ending 31 December 2020 Year ending 31 December 2019 % change £267.7m £42.7m £42.0m £41.0m 28.8p 28.2p £271.5m £55.2m £54.5m £52.5m 38.8p 37.3p -1% -23% -23% -22% -26% -24% Revenue decreased by 1% to £267.7 million (2019: £271.5 million) (constant currency basis 1%). Mounties assigned to clients at week 52 2020 totalled 3,580, a decrease of 9% from 3,924 at week 52 2019. At week 52 our Ex-Forces Programme accounted for 194 Mounties deployed worldwide (week 52 2019: 249). Our Returners Programme had 112 Mounties deployed at week 52 2020 (week 52 2019: 108). An analysis of revenue and headcount by region is set out in the table below: UK and Ireland North America EMEA APAC Year ending 31 December 2020 Revenue £m Year ending 31 December 2019 Revenue £m 2020 Mounties assigned to clients at week 522 2019 Mounties assigned to clients at week 522 119.8 97.1 20.8 30.0 267.7 136.9 96.0 16.0 22.6 271.5 1,625 1,086 236 633 3,580 1,910 1,277 240 497 3,924 Adjusted Group operating profit margin decreased to 16.0% (2019: 20.3%). The adjusted operating profit margin was impacted by a higher than usual cost for unutilised consultants during the year, together with an increase in other overheads after the Board took the pragmatic and commercial decision to settle for £3.0 million a long-standing legal claim which the Board considered to be unmeritorious (see note 6). 1 The adjusted operating profit and adjusted profit before tax are calculated before Performance Share Plan expenses (including social security costs). The adjusted basic earnings per share is calculated before the impact of Performance Share Plan expenses (including social security costs and associated deferred tax). 2 Week 52 in 2020 commenced on 21 December 2020 (2019: week 52 commenced on 16 December 2019). 28 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Adjusting items Earnings per share The Group presents adjusted results, in Basic earnings per share decreased in addition to the statutory results, as the the year to 28.2 pence (2019: 37.3 pence), Directors consider that they provide a whilst adjusted basic earnings per share Cash flow and Statement of Financial Position useful indication of underlying were 28.8 pence (2019: 38.8 pence). Net cash flow generated from operating performance. The adjusted results are Diluted earnings per share were 28.1 activities increased from £46.8 million in 2019 to £54.8 million in 2020 due to increased focus on working capital management. The Group’s cash balance increased to £64.7 million (2019: £37.0 million) with the variation in timing of dividend payments bolstering the year-end position. The Group has no third-party debt. Dividends paid in the year totalled £20.1 million (2019: £34.1 million). Net capital expenditure was £0.6 million (2019: £3.0 million) and tax paid was £11.5 million (2019: £11.0 million). The tax paid in 2020 includes £2.0 million due to the acceleration of the timing of UK quarterly tax payments which became effective in the year. Cash conversion is strong at 158.4% (2019: 108.4%). Adjusting for the impact of £3.0 million of accruals relating to the settlement of the long-standing legal claim, cash conversion was 147.8%. Mike McLaren Chief Financial Officer 9 March 2021 stated before Performance Share Plan pence (2019: 37.2 pence). expenses including associated taxes. An expense of £1.0 million was recognised in the year to 31 December 2020 relating to Dividend Performance Share Plan expenses including social security costs (2019: £2.0 million). Details of the Performance Share Plan are set out in note 25 to the financial statements. The Directors believe that excluding these costs provides a more meaningful comparison of performance and cash generation. Net finance expense The finance expense costs include a Reflecting the difficulty at that time in assessing the impact of COVID-19 on the business, in March 2020 the Board decided against proposing a final dividend for the year to 31 December 2019. In July 2020, taking into account the Group’s encouraging performance, the Board declared an interim dividend of 18.5 pence per ordinary share, which was paid to shareholders on 4 September 2020. lease liability interest of £0.7 million Given the Group’s continued solid (2019: £0.8 million). The Group continues performance, strong cash position and to have no borrowings. encouraging prospects, on 27 January Taxation The Group’s total tax charge for the year was £10.2 million, equivalent to an effective tax rate of 25.0%, on profit before tax of £41.0 million (2019: effective tax rate of 22.7% based on a tax charge of £11.9 million and a profit before tax of £52.5 million). The effective tax rate in 2020 is higher than the underlying UK tax rate of 19% primarily due to Group profits earned in higher tax jurisdictions. The effective tax rate reflects the Group’s geographical mix of profits and the impact of items considered to be non-taxable or non-deductible for tax purposes, with the increase year-on-year primarily due to changes in these factors. 2021, the Board declared a second interim dividend for the year to 31 December 2020 of 13.0 pence per ordinary share which was paid to shareholders on 26 February 2021. The Board has recommended a final dividend of 15.0 pence per share, subject to shareholder approval at the forthcoming AGM, taking the total dividend to 46.5 pence per share, an increase of 191% on 2019. The Group plans to resume applying its progressive dividend policy. The Board retains its desire of maintaining a minimum consistent cash buffer at a Group level and will always consider the ongoing needs for the funding of organic growth across the business and the distributable reserves available to the Group when considering dividend levels. At 31 December 2020 the Company had distributable reserves of £56.7 million. This statement does not form part of the audited financial statements and the distributable reserves figure of £56.7 million is therefore not audited by PwC). 29 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Risk Management Effective risk management is critical The Board formally reviews the Risk to the delivery of the Group’s strategic Register at the half year and at the year objectives. Approach to risk The Board has overall responsibility for ensuring risk is effectively managed across the Group, with a focus on evaluating the nature and extent of the significant risks which the Board is willing to take in achieving its strategic objectives – its “risk appetite”. The Board controls the approach to risk end. Our risk management process is periodically reviewed by our Internal Audit function. The latest review was carried out in 2019 as part of a wider Impact of COVID-19 on the Group In the second quarter of 2020 the Group experienced a significant reduction in the volume of new Mountie placements, delays in onboarding of Mounties as compliance review and it was concluded clients adapted to the remote working that the risk register remains an appropriate tool for managing the environment, and the early termination of some placements by clients operating Group’s risks. Further, the Internal Audit in some of the sectors most badly reviews are risk based and the scope of individual reviews take into account the key risks recorded in the Risk Register. affected by the pandemic. This led to an increase in the number of beached Mounties. In the second half of the year, we saw the volume of new placements improve and the number of unallocated Mounties decline, approaching pre- COVID-19 levels. We recognise that management and the procedures for the identification, assessment, management, mitigation and reporting of risks. The The current Risk Register includes 31 risks categorised as strategic, operational, compliance or financial risks, Audit Committee takes responsibility for of which eleven are considered to be the uncertainties relating to COVID-19 are overseeing the effectiveness of sound risk management and internal control systems. Identifying and monitoring key risks The Board uses the Risk Register as its principal tool for monitoring and reporting risk. The preparation of the register is led by the Chief Financial Officer, supported by the senior management team, and it details the Group’s risks, the potential impact of each risk, the likelihood of that risk occurring, the strength of the mitigating controls in place and how these are evidenced. Input is obtained from all areas of the business, including support functions, as appropriate. A member of the Executive Team is assigned as the owner of each risk to ensure the appropriate level of focus and accountability to the Board. Group’s principal risks. The Risk Register was formally updated during the last quarter of 2020 and reviewed by the Audit Committee in the first quarter of likely to remain at some level throughout 2021 and even beyond, and we therefore feel that it is appropriate to elevate the risks associated with macro-economic 2021. In March 2021 the Audit Committee activity (risk 1) and excess Mountie and the Board as a whole carried out a robust and formal assessment of the resource (risk 4). We have an agile and robust business model which positions Group’s emerging and principal risks as us well to take advantage of set out in the updated Risk Register. opportunities when more normal Principal risks conditions begin to return. We have also introduced new processes to manage and retrain our Mounties should they The principal risks faced by the Group, return to the beach. As existing and their current status and how the Group potential clients adapt to new ways of mitigates these risks are set out on pages working, we envisage significant 32 to 38. The status of each of the opportunities for our Mounties to Group’s principal risks is largely support new technological change unchanged from the prior year, however programmes across all sectors in which we have increased the risk rating of two we operate. principal risks in response to the COVID-19 pandemic. The alignment to our strategic objectives, as set out on pages 13 to 15, indicates those aspects of the business strategy that would be impacted by each risk, were it to materialise. 30 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Impact of Brexit on the Group Though we are no longer part of the European Union (the “EU”), we consider our business model to be resilient against many of the threats and uncertainties which are commonly perceived to arise from Brexit. We have a diversified global footprint and our businesses in each of our territories (including the UK and EU countries) are self- sufficient and well established. They have their own local management teams, and recruit Mounties from within the territories in which they operate. We are not reliant on moving employees to or from the EU and are not therefore significantly impacted by the changes to the arrangements for the free movement of workers between the EU and the UK. The Board recognises that some of FDM’s clients, and the economic conditions in the UK and EU, have been, and will continue to be, adversely impacted by the effects of both COVID-19 and Brexit. These impacts affect the spending decisions of some clients. Whilst certain scenarios are outside the Group’s control, we believe that FDM’s business model is flexible, and the agile resource represented by our Mounties can be attractive to clients during times of economic or political uncertainty, which could potentially result in an increased demand for our services. These factors, together with FDM’s strong cash and financial position, give the Board confidence that FDM can respond appropriately to ameliorate the effect of any adverse conditions which may follow Brexit. Opportunities may arise for FDM as clients implement system and process changes required as a result of the UK leaving the EU. Key risks facing the Group The following diagram shows the net risk score after taking account of controls and mitigations: 1 2 3 4 5 6 7 8 9 10 11 Changes in the macro-economic environment Concentration exposure in the financial services sector Balancing supply and demand – insufficient Mountie resource Balancing supply and demand – excess Mountie resource Recruitment and development of highly skilled Mounties Talent development and succession planning Development of new service offerings Business interruption – caused by successful cyber attack Business interruption – caused by natural disaster or other similar events Reputation International regulatory non-compliance h g H i t c a p m I w o L 8 9 4 1 10 5 2 6 7 3 11 Unlikely Likelihood Almost certain Risk movement in 2020 31 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Risk Management Strategic risks Risk and impact Mitigation Movement in the year 1. Changes in the macro-economic environment ➔ Increased A global downturn or a downturn in the Whilst external factors such as The Board considers, as a direct result of territories in which FDM operates, could macro-economic risks are outside the COVID-19, that the risk of a global economic curtail demand and the ability of the Group’s control, the Group has downturn has increased. Whilst the Group Group to deploy its Mountie resource, effective measures in place to respond is recovering from the immediate impact of resulting in: an adverse impact on to changes, including robust planning, COVID-19, the Board is aware that the revenue, cost and operating profit; a budgeting and forecasting and impact of COVID-19 on our customers and shrinking customer base; and a negative resource allocation procedures. A on the wider economic environment may impact on share price. three-year plan was approved by the exist for many years to come. There also Risk owner: Chief Financial Officer Alignment to strategic objectives: Board in January 2021. continues to be some uncertainty relating to the economic impacts of: (i) Brexit, and The flexible nature of the Group’s (ii) political upheaval in the US. As noted, business model enables it to manage macro-economic risks are outside the resource availability thereby enabling it Group’s control, but the Group will continue to control its cost base in the medium to focus on ensuring it has effective term. measures in place to identify and react quickly to changes in macro-economic Notwithstanding the impact of risk 2 conditions. The Group’s current financial below, the Group is focussed on position includes a strong balance sheet diversifying its customer base both by and significant cash balances. sector and by geography. 2. Concentration exposure in the financial services sector ➔➔ No change The majority of the Group’s revenue is As above, the Group is focussed on The proportion of the Group’s revenue generated from within the financial growing its customer base both by generated from the financial services sector services sector. A crisis in the financial sector and by geography as well as has remained broadly similar to the prior services sector could reduce revenue diversifying the range of services it year. The Board continues to focus on this significantly and have a negative impact offers to existing and potential clients. risk. on the majority of the Group’s KPIs. As in 2020, in 2021 part of the bonus The Group continues to broaden the spread Risk owner: opportunity for the Executive Directors of its service offerings within its financial Chief Commercial Officer will be targeted at diversification into services clients to cover operational, Alignment to strategic objectives: new client sectors. Further details are compliance and IT services, in addition to in the Remuneration Report on increasing its presence in other sectors. page 99. FDM’s four key strategic objectives: Attract, train and develop high-calibre Mounties Invest in leading-edge training Academies Grow and diversify our client base Expand our geographic presence FDM’s four key strategic objectives are explained in more detail on pages 13 to 15. 32 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Risk and impact Mitigation Movement in the year 3. Balancing supply and demand – insufficient Mountie resource ➔➔ No change An inability to meet a rapid increase in The recruitment team maintains strong Whilst the immediate impact of COVID-19 demand due to insufficient Mountie links to universities and other resulted in an increase in our available resource and an inability to recruit in a recruitment channels. Mountie resource (risk 4), we believe it is timely manner would result in lost appropriate that the risk of insufficient revenue, eroded customer confidence An effective social media recruitment Mountie resource remains one of FDM’s and an adverse reputational impact. strategy is in place to maximise principal risks. With high utilisation levels Risk owner: applications. and a strategy aimed at maintaining a minimum level of beached resource, a Chief Commercial Officer Resource management meetings occur sudden increase in demand could result in Alignment to strategic objectives: weekly to ensure supply and demand an insufficient level of trained Mountie issues are identified and resolved. resource being available to meet that increase in demand. The management team is incentivised to maximise utilisation and increase The Group’s reputation amongst graduates, flow through of trainees within the together with the career programmes it Academies. offers, means it is well placed to source sufficient applicants for its projected growth The Ex-Forces and Returners for the short to medium term. The number programmes, whilst relatively small in of applications during the year has not terms of total headcount, help spread decreased as a result of COVID-19. the Group’s access to a wider talent pool. The Group has the option of using contractors outside the UK should a significant increase in demand occur which cannot be fulfilled by available Mountie resource. ➔ Increased 4. Balancing supply and demand – excess Mountie resource An inability to utilise or redeploy The flexibility of the Group’s business As noted above, the increase in the number Mounties in the event of a sudden model is a key mitigation to this risk. of unallocated resource was one of the decrease in demand would result in a The Group is able to flex the number of biggest immediate issues impacting FDM as reduction in margin and would Mounties it recruits relatively quickly, a direct result of COVID-19. During the early demotivate Mounties. thereby responding appropriately to a months of the pandemic, we saw sudden downturn. unallocated resource increase by more than Risk owner: 100% above normal levels. However, as a Chief Commercial Officer Resource management meetings occur result of increased management focus, the Alignment to strategic objectives: weekly to ensure supply and demand number of unallocated resource has issues are identified and resolved in a gradually declined in the second half of the timely manner. year. Further, processes and tools used to monitor and retrain beached resource have been enhanced, which enabled the beached resource to be involved in several new meaningful initiatives during the year e.g. the pods. An average Mountie utilisation rate of 94.8% was achieved in the year, the lowest for many years. The growth and diversification in the Group’s client base help mitigate the risk of the Group not being able to fully utilise its Mountie resource. 33 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Risk Management Operational risks Risk and impact Mitigation Movement in the year 5. Recruitment and development of highly skilled Mounties ➔➔ No change Mounties are the Group’s core asset. A The Group continually reviews and With the need to recruit significant numbers failure to deliver high-quality Mounties benchmarks the remuneration of Mounties to fulfil forecast growth levels, into its customer base could result in a packages and incentives it offers to this is perceived to be one of the Group’s loss of customers and damage to the attract graduates. main risks. Group’s reputation. Risk owner: Chief Executive Officer Strong relationships exist with A combination of the following factors universities and other recruitment indicates this risk is being managed channels including ex-Forces personnel effectively: Alignment to strategic objectives: and the Group’s Returners Programme. • recruitment levels of Mounties are Initial training includes modules continually being monitored and focussing on professional skills and reviewed by the Board; resilience. An ongoing development • there has been no decrease in the level programme is in place for Mounties, of global applications received as a covering further training and result of COVID-19; development opportunities. • there is a broad base of talent from The Group actively promotes Women which to recruit through the Graduate, in IT initiatives to attract, develop and Ex-Forces and Returners programmes; retain Mountie talent. and • challenging recruitment targets are The Group is focussed on promoting its being met. reputation in the marketplace as a leading employer. 6. Talent development and succession planning ➔➔ No change The ability of the business to create an The Group’s Remuneration Policy Talent development and succession appropriate environment supported by states that the overall remuneration planning is a key part of the Group People robust procedures to facilitate the package should be sufficiently Strategy developed by our People team. retention and development of key competitive to attract, retain and This includes a programme of mentoring employees, thereby enabling the motivate Executive Directors. (some of which is provided by our Non- business to expand. Risk owner: Chief Executive Officer Alignment to strategic objectives: The remuneration packages of all key senior managers around the Group. Executive Directors) and coaching for some employees are reviewed and benchmarked regularly to ensure they The Group’s remuneration packages remain remain competitive. competitive and, for senior employees, The Group People Strategy is in place encourage retention. which incorporates a key focus on talent development and succession The Group operates an attractive Buy As include long-term share options to planning. You Earn share plan, available to all employees, to reward and encourage talent The annual development review retention. includes the identification of training requirements, which are fulfilled within the following twelve months. The Nomination Committee considers succession matters as a regular agenda item. 34 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Risk and impact Mitigation Movement in the year 7. Development of new service offerings ➔➔ No change The inability of the Group to develop new FDM’s flexible training model is able to The Group is responsive to its customers’ service offerings and revenue streams develop course material relevant to needs which it identifies through regular could result in a loss of customers and customers’ needs. contact and feedback. market share. Risk owner: FDM’s training capability is designed to New offerings are developed; in 2020 provide high quality content either we have successfully trialled our cross- Chief Commercial Officer and Chief face-to-face or remotely. functional pod concept for trainees and Information Officer Mounties between placements. Alignment to strategic objectives: The Group has a number of touch points with customers, enabling them The Executive Directors are actively involved to keep up to date with developments in key client relationships. in the marketplace and to identify customer needs. 8. Business interruption – caused by cyber attack ➔➔ No change Major IT system integrity issues or data The Group’s IT Security team has 50+ Operation of the IT environment is security issues, either due to internal or years of experience and industry continuously monitored and staff are external factors, could result in: actual certifications and includes a CISO regularly made aware of the risks of cyber financial loss of funds; potential loss of industry-certified expert. attacks. KPMG reviewed the Group’s IT sensitive data with risk of litigation; loss security controls as part of the programme of customer confidence; and damage Advance Threat Protection (“ATP”) of Internal Audit during 2020. to reputation. Risk owners: solutions are in place to protect against malware and cyber attacks. The Group reviews its Business Continuity Plan (“BCP”) regularly. KPMG reviewed the Chief Information Officer A Global Standard for Technology BCP processes as part of the programme of Alignment to strategic objectives: Security is in place. Internal Audit in 2019 and again in 2020. The Group’s IT security policy complies with ISO 27001. Staff are regularly made aware of the risk of a cyber attack and the appropriate actions necessary to mitigate the risk of this occurring. IT policy and security matters are regular Board and Audit Committee agenda items. 35 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Risk Management Operational risks (continued) Risk and impact Mitigation Movement in the year 9. Business interruption – caused by natural disaster or other similar events ➔➔ No change An environmental event, including the Although the occurrence of an The Group reviews its BCP regularly. impact of climate change, natural environmental event, including the KPMG reviewed the BCP processes as disaster, epidemic or similar health- impact of climate change, natural part of the programme of Internal Audit related event, such as COVID-19, which disaster, epidemic or similar health- in 2019 and again in 2020. could potentially result in the closure of related event is beyond the Group’s one of our training Academies, the control, FDM has a Business Continuity The Group has demonstrated the resilience temporary closing down of clients, or the Plan (“BCP”) which includes procedures of its BCP plan and its ability to respond to prevention of Mounties travelling to their to be followed in the event of a loss of COVID-19, in terms of enabling its entire place of work, in regions impacted by training facilities and staff being unable workforce to work remotely effectively and such events, could lead to disruption and to travel to their place of work. efficiently. a loss of revenue. Risk owner: Chief Operating Officer Alignment to strategic objectives: 10. Reputation ➔➔ No change Reputation is key to the Group Robust recruitment and training The Group continues to invest in staff maintaining and growing its business. procedures are in place which reduce development, quality systems and Poor-quality service or the actions of the risk of employing persons whose processes to mitigate the risk of operational Mounties, staff or contractors could have actions could result in a negative failure. an adverse impact on the Group’s impact on FDM’s reputation. reputation. A failure to manage any The Board regularly consults with its PR subsequent crisis through a lack of FDM has a zero-tolerance policy with advisors. reactive procedures could also respect to any inappropriate behaviour exacerbate potential damage. Any impact by an individual employed by the We have a dedicated head of Investor could be far-reaching: failure to meet Group or acting on behalf of the Group. Relations to manage the relationship with financial targets; litigation; loss of key clients; and loss of key staff. Risk owner: Chief Operating Officer Alignment to strategic objectives: The Group focusses on strong relationship management and communication with all stakeholders. shareholders and stakeholders. 36 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Compliance risk Risk and impact Mitigation Movement in the year 11. International regulatory non-compliance ➔➔ No change Failure to comply with international tax, The Group has robust recruitment The Group continues to invest in legal, employment and other business procedures, which ensure the appropriately-skilled personnel and will regulations could result in significant employment of appropriately skilled outsource where appropriate in areas costs, fines and/ or revocation of personnel in areas where compliance where compliance and expertise are business licences. with legislation is required. required. Internal Audit conducted a review Risk owner: Chief Financial Officer Alignment to strategic objectives: n/ a The Group seeks appropriate advice and engages external advisors as The Group’s existing in-house Legal and necessary, particularly in overseas People teams are augmented with people locations, and actively manages having experience and knowledge of the those relationships. We regularly countries in which the Group operates. of compliance in 2019. review and update our contractual documentation, policies and procedures, aiming for continual improvement of our approach to management of business risk. The Group ensures that the relevant staff undertake ongoing training and professional studies where required. Viability statement The Directors have assessed the prospects of the Group in accordance with Provision 31 of the 2018 Code. The period selected by the Board for its assessment is three years. This period was chosen for the following reasons: the core of FDM’s business is the Mountie model, and three years represents approximately the average lifecycle of Mounties’ engagement with FDM and the Group’s normal investment cycle in its most important asset. Further, the Group’s strategic plan covers a period of three years and is underpinned by robust financial budgets, forecasts and a three-year financial plan. In making its assessment, the Board undertook a review that took into account the Group’s current financial position and prospects, the resilience displayed during the pandemic, its cash flow requirements and other key financial assumptions over the three-year period and sensitised certain of those assumptions as appropriate. As the core of FDM’s business is the Mountie model, the sensitivity analysis therefore included consideration of the loss of the Group’s two largest customers. After applying the sensitivities, our modelling showed that the Group would still maintain a minimum cash balance of £30 million during the viability period, without utilising any third-party borrowings. In assessing its viability, the Board has also considered the principal risks affecting the Group, the impact of Brexit and the economic impact of a delayed recovery from COVID-19, and how those risks might impact the Group’s future performance, solvency and liquidity. The sensitivity analysis noted above also considered the impact of certain principal risks. Individually, and when considered together, no reasonable combination of sensitivities could result in the Directors altering their view of the Group’s viability. The Group’s financial position is strong with cash balances of £64.7 million at the end of the year and no external borrowings. Based on the results of this assessment, the Directors have a reasonable expectation that the Company will be able to continue in operation and meet its liabilities as they fall due over the three-year period of their assessment. 37 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility Our purpose is to deliver customer-led, sustainable, profitable growth on a consistent basis, through our well-established Mountie model. The long-term success of the business continues to be achieved through an inclusive and collaborative approach with consideration to our key stakeholders, our employees, our clients and investors, and the communities in which we operate. Our values, outlined on page 5, encourage our employees to be themselves at work, and for us all to play a part in creating and fostering an inclusive workplace where everyone can thrive. FDM has long been a strong advocate of the benefits of diversity, inclusion and social mobility. We know the positive impact that a diverse workforce has had on our business, and this is an important factor which makes our Mountie model so attractive to many of our clients. Our people Awareness and engagement It is important that our employees feel safe and are encouraged to be their authentic self at work; this promotes personal wellbeing and employee engagement. In 2020 we established our Employee Networks, created for our people by our people, to provide an inclusive community, a sense of belonging and a place for discussion and learning. They also enable valuable and productive consultation with the business on processes, policies and initiatives. The Employee Networks played an important role this year, providing support and education to their membership and allies. The LEAD (“Learning, Educating and Aspiring Diversity”) Network was important to FDM’s response to the Black Lives Matter movement. We delivered meaningful sessions, providing ongoing resources to help educate employees. The Network hosted wellbeing check-ins and we engaged with employees to help inform action plans to ensure adherence to FDM’s policy of zero tolerance to racism. Employee engagement mechanisms Wellbeing portal Consultant Experience Partners Mentoring Our online wellbeing portal provides Consultants can receive support and FDM partners consultants with a range of helpful resources, career guidance from Consultant mentors, based on their career including professional guidance and Experience Partners while working aspirations and helps build long- term advice. Consultants also have support on assignment with our clients. professional development from FDM Wellbeing Champions throughout the FDM community. opportunities. Online learning and development Consultant Peer Support Virtual training, webinars and Our Consultant Peer Support discussions are available to Programme introduces new consultants, as well as e-learning consultants to those already working platforms, including LinkedIn on assignment, to help them settle Learning and Intuition Know-How. into their new role. 38 FDM Group (Holdings) plcAnnual Report and Accounts 2020 The safety, wellbeing and morale of all our employees has been an important priority and focus of 2020. To ensure that every one of our employees felt connected, supported and informed during these uncertain times, we undertook the following initiatives during the year: • Surveys – Working with Inpulse, we created employee surveys, to enable us to gain a better understanding of our people’s views and help us take action to accommodate their needs. We undertook surveys covering wellbeing and staff experience of working at FDM. We ran surveys from early April, the first being a ‘COVID-19 check-in’ which enabled us to understand our employees’ working circumstances and to ensure they had the necessary equipment and resources to work from home. The second survey was a wellbeing survey, which allocated a wellbeing index score to employees and signposted them to various wellbeing resources. It also provided us with the necessary insight to better tailor our support initiatives to the needs of our employees. Group People Strategy Continuous professional development FDM People experience Career direction and Smooth Clear and consistent Supporting each advice administration and direction and transactional expectation setting Leveraging our whole interaction Technical curiosity community in Open two-way and learning support of launching Clear employee- dialogue inspiring careers focussed policies Leading-edge thought leadership Happy and healthy employees Initiatives in 2020 other and celebrating difference Engaging in our communities Developing the talent of the future The Knowledge Hub, Mentoring Improved self-service Yammer: Employee networks with increased programme: information and collaboration content via Product 181 people faster responses to platform Owners employee phone calls Diversity and inclusion events and Quarterly “speed- Inpulse Employee training for staff and Webchats/ webinars coaching” career with Product Owners sessions A dedicated Consultant Surveys clients and Academy trainers Experience team Hosting client events One-to-one virtual with training for – learning and coaching Consultant Peer seminars Support Professional and personal development 71 Wellbeing Champions 39 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility Awareness and engagement continued • Yammer – In November we launched Yammer, a social • FDM Stays Active – Throughout the month of June, our people around • Rod’s Round Ups – A series of informal, informative videos by Rod collaboration platform enabling our the globe competed in a charity Flavell (CEO) covering a wide range employees to keep up to date with challenge, FDM Stays Active. The aim of topics and events, aimed at the latest news and upcoming of the global competition was to engaging with all staff. events whilst communicating with support FDM employees in keeping fellow FDM employees across the active and connected, whilst also • Ways of Working – Workshops globe. Yammer is intended to raising money for local healthcare were held with the Sales team to become FDM’s knowledge pool, organisations. giving trainers, consultants and internal staff access to a wealth of knowledge, videos and other resources. Its collaboration features allow everyone the opportunity to reach out to trainers and other communities. facilitate discussions about how flexible and remote working patterns could be continued after lockdown. We regularly communicate with employees via email, one-to-one calls and meetings to ensure they are supported, especially when remote working when on client assignment. The People Team has been available to answer calls by consultants and staff. Our monthly Connection newsletter keeps all employees up to date with FDM news from around the world, from important developments in our business to congratulating individual employees on noteworthy achievements. We have 71 FDM Wellbeing Champions. An FDM Wellbeing Champion provides support and signposts fellow employees to relevant advice on mental health and wellbeing. The direct support they provide, particularly during lockdowns, has been invaluable. Jacqueline de Rojas is the Non-Executive Director with primary responsibility for engaging with our workforce to enable employees to share ideas and concerns with senior management and the Board. She is supported by other Non-Executive Directors in this work as required. During the year Jacqueline and David Lister, Chairman of the Board, held a series of informal meetings with managers at different levels across the business. Development of the pod concept The COVID-19 pandemic and associated lockdowns led to a reduction in client demand, resulting in an increase in the number of our Mounties without a client placement. FDM’s culture of cooperation enabled ex-Forces’ Scrum Masters, Product Delivery teams and Product Owners teams to collaborate on the development of the pod concept. At a time of disruption and uncertainty, consultants were able to engage with the business and other colleagues in a meaningful way. This was an opportunity for consultants to maintain their career trajectory, by working on projects which were similar to what they would be delivering on client assignment. They presented at daily stand-up meetings, learning new skills in an agile environment. Soon clients were attending pod demonstrations and seeing for themselves the advantages of rapidly deployable teams. Over 650 consultants globally trained in an FDM pod in 2020. The pod concept is evolving, to focus on delivering to new trainees in our Academies. The next iteration embeds the Scrum framework into the final project stage of the technical and business disciplines. 40 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Employee networks Employee networks, created for our people and by our people, provide an inclusive community and sense of belonging. They also enable valuable and productive consultation with the business on process, policy and learning. Leading, Educating and Aspiring Diversity network – representing and celebrating FDM’s BAME community Empowering and celebrating consultants of all genders Creating an open and inclusive environment for LGBTQ+ employees through education and representation Supporting consultants with visible and non-visible disabilities, including mental health Self-Assessment, Interaction and Learning – bringing together diversity of perspective and experience to encourage debate and continuous learning Bringing together those who have a faith or similar beliefs Providing a supportive network for those with parental and/ or caring responsibilities 41 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility The consultant experience The FDM Consultant Experience initiatives focus on five key themes: In-Touch, Thriving, Aspiring, Growing and Community, with diversity and inclusion integrated throughout everything we do. In-Touch Engaging, informing and inspiring employees through two-way communications Thriving Prioritising employee wellbeing to ensure happy and healthy employees Aspiring Providing career direction and advice via coaching, mentoring and aspirational content Growing Focussing on continuous professional development and industry-related content and services Community Supporting each other, celebrating difference and engaging in our communities Diversity and inclusion We continue to be proactive and enthusiastic promoters of diversity, social mobility and inclusion within our workplaces. We value the fact that our colleagues come from a wide range of backgrounds and we look to be representative of the communities in which we operate. By building a diverse and inclusive workforce, we broaden the range of skills, expertise and perspectives contributing to the success of our business, enhancing innovation and growth, and making our business more robust and sustainable. Our 2020 analysis includes the following four groups of respondents, where sufficient data is available: UK 2020 consultant intake; US 2020 consultant intake; UK internal staff; and US internal staff. By monitoring the characteristics of the consultant intake, we can more readily see how the business and our recruitment policies are performing. As part of our encouragement towards employees feeling comfortable in bringing their authentic selves into work, this is the first year we are reporting on sexual orientation. Ethnicity % of those that chose to disclose identify as: Ethnicity % of those that chose to disclose identify as: As at 31 December 2020 Arab Asian Black Mixed race White UK consultant intake 2020 % UK internal staff 2020 % 2 29 12 3 54 100 1 23 11 3 62 100 Asian Black Latino Native Hawaiian or Other Pacific Island Two or more races White US consultant intake 2020 % US internal staff 2020 % 31 8 12 – 6 43 35 14 6 1 5 39 Sexual orientation % of those that chose to disclose identify as: 100 100 UK consultant intake 2020 % 6 94 100 UK internal staff 2020 % 1 99 100 LGBTQIA+ Heterosexual 42 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Supporting social mobility We are proud to be recognised again for 2020 in the ‘Social Mobility Employer Index: Top 75’. The index recognises the top 75 UK employers who have taken the most action on social mobility in the workplace, to access and progress talent from all backgrounds. It highlights the employers doing the most to change the way they find, recruit and progress talented employees from different social backgrounds. Our recruitment processes are reviewed regularly and are designed to be as inclusive as possible. For example: • Our opportunities are available to everyone who can show us that they have the aptitude to thrive on our programme and have the attitude that our clients are looking for; • We use strength-based interview questions throughout the process ensuring candidates are not assessed on previous experience or social capital; and • All of our staff involved in interviewing applicants to FDM undergo training to raise awareness of the potential impact of unconscious bias and to mitigate this in the assessment process. School type attended UK consultant intake 2020 School type attended UK internal staff 2020 10% 11% 90% 89% State Private First in family to attend university UK consultant intake 2020 First in family to attend university UK internal staff 2020 56% 52% 44% 48% Yes No 43 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility Gender equality We have been a signatory to the United Nations Women’s Empowerment Principles (“UNWEP”) since 2013 and have been supporting the annual FDM Everywoman in Technology Awards, recognising and celebrating the achievements of women in the IT industry, for ten successful years. Over that period these awards have provided opportunities for candidates at all stages of their careers, and have celebrated the tech industry’s most exceptionally talented women. We are proud to be one of the 152 companies in the FTSE 250 which the Hampton-Alexander Review identifies in their final report (published in February 2021) as having met the target to have women make up at least 33% of Board members. We were also placed second in the Support Services category in that report for the level of gender diversity in our senior management team. The Hampton-Alexander Review has called for companies to continue to improve gender diversity in leadership roles and, with this in mind, we monitor our demographic data regularly to help inform action plans and areas on which to focus; from attraction and recruitment right through to progression and retention. The table below shows the gender split at different levels within the Group as at 31 December 2020. As at 31 December 2020 On the Board Within senior management (Executive Team) Within senior management team and their direct reports All employees Number of males Number of females 6 4 26 3,489 3 2 16 1,588 31% of our worldwide employees are female. Our UK median gender pay gap reported in 2020 was -2.1% (2019: -1.7%), and our mean gender pay gap for the same period was 0.4% (2019: 1.3%). These figures are significantly better than average for the UK. We monitor these results and keep our policies under review. Employee development FDM has a dedicated Learning and Development team. During 2020 we held 200 learning events, with 1,447 participants. Courses included diversity and inclusion training, such as awareness of unconscious bias during the recruitment process. The team facilitated coaching events, both one-to-one and speed, and ongoing mentoring programmes. There are currently 181 people participating in the Mentoring programme. Personal and professional development has meant that 20 colleagues are currently undertaking study toward FDM-sponsored degree-equivalent or higher qualifications. Rewarding We believe that it is important to recognise and reward the commitment and hard work of our colleagues. The FDM Consultant of the Month and FDM Stars initiatives reward those that excel, as nominated by customers and other employees within the business. We also recognise and reward the commitment and long-standing contribution of employees who have completed five, ten and twenty years with FDM. The CEO Award of Excellence is FDM’s most prestigious award, reserved for outstanding employees who go above and beyond in contributing to the success and growth of the Group. In addition: • • During 2020 we made further awards to employees under our discretionary Performance Share Plan (“PSP”). The Buy As You Earn share plan is open to all our employees and was launched in January 2019. These plans provide a longer-term incentive to enable participants to share in the success of our business and reap the rewards of their hard work and commitment to our shared goals. Those employees who received awards under the PSP in 2017 benefitted from this success when those awards vested in full in March 2020. Details of the PSP are set out in note 25 to the Consolidated Financial Statements. At year end our Buy As You Earn share plan had more than 200 participants, who have demonstrated their commitment to the business by setting aside a portion of their monthly salary to purchase shares in FDM. The shares purchased will be matched with additional shares for employees who hold their shares and remain in employment for the required period. The first award of matching shares will be made in March 2021, as a proportion of shares purchased under the plan during 2019. 44 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Disability The Group gives full and fair consideration to the employment of disabled people. At the recruitment and selection stages, we encourage candidates to disclose any reasonable adjustments they may require, to remove barriers, so that we can ensure all candidates have the opportunity to be successful. These adjustments may include, for example, providing additional equipment, adapting our telephone screening process or adjusting our assessment day interviews and tests to suit individual needs. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the Group can continue either in their current role or in a suitable alternative. The Group endeavours to make any reasonable adjustments to enable disabled employees to fulfil the responsibilities of their job role. It is the Group’s policy to support disabled employees in all aspects of their training, development and promotion. Disability % of those that chose to disclose Disability % of those that chose to disclose UK consultant intake 2020 % UK internal staff 2020 % US consultant intake 2020 % US internal staff 2020 % Identify as having a disability Identify as not having a disability 5 95 100 5 95 100 Identify as having a disability Identify as not having a disability 2 98 100 6 94 100 We have been a member of the Business Disability Forum since 2017. The specialist advice and support which it provides enables us to improve our understanding of how we can further enhance our accessibility to disabled employees and customers. 5% of our UK consultants in 2020 who chose to disclose identified themselves as having a disability. Ex-Forces and Returners pathways We recognise that people who have served in the Armed Forces have many transferable skills for a successful career in the corporate world, ranging from adaptability and maturity to responsibility and leadership. We offer a dedicated Ex-Forces Programme in the UK and USA which provides training to ex-Forces personnel in relevant commercial skills, assisting them to make a smooth transition into the civilian workplace and leading to deployment as one of our IT or business consultants. The Programme is run by ex-service personnel and employs ex-servicemen and women from all ranks across all three services. We are proud holders of a Gold Award from the UK Government’s Defence Employer Recognition Scheme, acknowledging our strong commitment and drive in delivering our pledges under the Armed Forces Covenant, to which we are also a signatory. We have again been ranked as one of the Military Times Best for Vets Employers in 2020. Our Returners Programme aims to address the challenges faced by professional individuals who have taken an extended career break and gives them the opportunity to re-enter the workforce at a level which is appropriate to the experience they have already gained earlier in their careers. Returners to work are an invaluable source of talent for our clients with skills shortages and our Programme aims to boost that pipeline by providing participants from a diverse range of social, ethnic and educational backgrounds with intensive training to learn new skills, refresh existing knowledge and help individuals to regain the confidence to return to their business careers. Our clients and shareholders Members of our business development teams develop their relationships with key members of our clients’ teams to gain insight and understanding of their evolving requirements. We also work closely with our clients through the process of interviewing and selecting our trainees for deployment as Mounties on client projects, which enhances our understanding of the skills and qualities they are looking for. Clients have attended virtual pod demonstrations and feedback sessions. The interaction also helps to ensure that the Mounties we put forward are well matched to the client’s requirements and project criteria, which ultimately makes for a successful deployment. This year we hosted virtual meetings with current and potential investors, involving not only our Executive Directors but also senior managers. These enable shareholders to further their understanding of our work, ethos and activities in other areas. Our in-house investor relations function works with our external brokers and financial PR advisors to provide an overall programme of communication with shareholders and prospective investors, and to increase the information available to them through our website and other channels. 45 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility Our communities We work with numerous charitable partners and community groups through a combination of employee volunteering, donations, and employee time. We tailor our community activities to reflect the needs and interests of the communities where we operate, prioritising programmes which can use our training expertise to illustrate the possibilities surrounding a career in technology – particularly for underrepresented groups – and maintain that each of our charitable ventures aligns with our values. Early Talent Programme This year we delivered our World of Work Day Programme in two FDM centres for Harris Garrard Academy in London and Hawick High School in the Scottish Borders focussing on work ready skills and behaviours needed in a professional working environment. We have strengthened our involvement as a Leeds Cornerstone Employer, working with other employers in the region to share best practice, support efforts and discuss how we can collaborate to alleviate the strain on teachers and their students whilst maintaining their engagement with businesses. To celebrate ‘Girls in ICT Day’ this year we shared a thread of coding resources with global school partners as part of a social campaign to enable students to develop their skills at home. Donation of IT hardware FDM has refurbished its old IT hardware and donated it, including laptops and desktops, to schools, charitable causes and organisations in need. Some of the school recipients were part of our Early Talent Programme, while other worthy recipients have been chosen and identified via charities, the Worshipful Company of Information Technologists (“WCIT”), external professional networks and from personal references. We have donated equipment to an adult learning facility in Merseyside, state primary schools in Brighton, a charity for under privileged children in Kent, an Essex-based organisation helping adults who are finishing a childhood in care, a school in a deprived area of the UK and an Air Training Corps branch in Hampshire. Events with our University Partners FDM has a long-term trusted relationship with its University Partners and this has continued during the lockdown upheavals we have faced together in 2020. We have faced a range of responses from universities to the enforced lockdowns. For example, we have discussed with some universities how they can develop better platforms to host careers fairs remotely. In total we attended remotely approximately 500 careers fairs. In March 2020 we had to switch all our university events to virtual delivery, this also gave us the opportunity to review the activities we were participating in. Previously most events FDM was involved with were in partnership with one particular university, and a number of our events, for example virtual career fairs, remain like this. However, in 2020 we introduced ‘FDM attraction events’. These events are organised and run by the FDM University Partnerships team and allow the business to engage with 100+ students at any one time from multiple different universities. We also introduced new content, so all of our virtual attraction events focus around the following areas: technical content for technical people; technical content for non-technical people to upskill; diversity and inclusion activities to showcase the inclusive culture at FDM; and the more traditional employability skills content to help students and graduates. Some of our new content includes: digital bootcamps focussing on Excel (a three-part series); introductory sessions for Python and SQL; and decoding technical career sessions. These sessions have allowed FDM to engage with a new audience as it is aimed at non-technical students, enabling them to gain practical skills, which they can they use when they go on to apply for graduate roles at FDM. Walking With The Wounded Spearheaded by the Ex-Forces team, our employees are involved with Walking With The Wounded, a charity supporting a pathway for disadvantaged veterans to reintegrate back into society and sustain their independence. FDM was a lead partner of Walking With The Wounded’s Cumbrian Challenge 2020. Unfortunately, the event was postponed due to COVID-19 restrictions. We look forward to participating in the 2021 event. 46 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Human resource policies and respect for human rights We are committed to making FDM a great place for all our employees. We have enhanced our policies on maternity, paternity, adoption, personal and special leave, and on sickness absence, which go beyond the minimum required by law. We are committed to fulfilling our obligations in accordance with the relevant legislation for those of our applicants and existing employees who have disabilities. We give equal consideration to applicants with disabilities, and our staff who interview applicants receive training in disability awareness and unconscious bias in the recruitment process. We have in place policies which prohibit discrimination and harassment in the workplace. We believe that our policies taken as a whole provide an effective framework to ensure that all our stakeholders and any other individuals with whom we interact in the course of our work are treated with respect and dignity, and in a way which accords with the Universal Declaration of Human Rights. Anti-slavery and human trafficking policy We are committed to ensuring that there is no modern slavery or human trafficking in our supply chains or in any part of the business. We have considered the degree of risk that modern slavery could arise within the organisation or in supply chains. The nature of our business and the direct relationship we have with applicants to the training programmes means that the risk of modern slavery in our own organisation is low. We have reviewed supply chains and taken steps to address the potential risks of modern slavery and human trafficking. The Group has in place an Anti-Slavery and Human Trafficking policy to assist in mitigating this risk, and continues to implement a process of due diligence on key suppliers to ensure compliance with our policy and our obligations under the Modern Slavery Act 2015. There is a pre-contract due diligence process, used with new suppliers to ensure that they confirm their commitment to comply with our policies and values, or that they have in place appropriate equivalent policies of their own. We have also developed a set of standard contractual clauses for inclusion in supplier contracts which reinforces this approach. The Group aims to promote a high level of understanding of the risks of modern slavery and familiarises all staff with these policies on induction. Additional training may be provided to key staff members where appropriate. The effectiveness of these steps is monitored annually by the Board. 47 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility UN Sustainable Development Goals We recognise that the sustainability of our business can benefit not only our investors, but all our stakeholders, as a result of the much broader impact which we can have on the lives of those in our stakeholder communities. In 2016 the United Nations (“UN”) introduced 17 Sustainable Development Goals (“UNSDGs”) aimed at improving the lives of future generations in partnership with governments, the private sector and civil society, which the UN hopes to achieve by 2030. We have reviewed the UNSDGs and identified four goals which are most closely aligned to our business and strategy. We are committed to implementing our strategy in a way which will support the achievement of these goals and will enable us to make our own contribution to the UN’s work. United Nations Sustainable Development Goals Our contribution Examples Ensure inclusive Our recruitment processes Our opportunities are available to and equitable are designed to be as everyone who can show us that they have quality education inclusive as possible. the aptitude and attitude to thrive. and promote lifelong learning opportunities for all Our Early Talent Programme aims to improve the social mobility of teenagers in our local communities by encouraging them to aim high and aspire to exciting careers in technology and science. Achieve gender Women currently make We are a signatory to UNWEP. Our annual equality and empower all up 31% of our global FDM Everywoman in Technology Awards workforce. We are recognise and celebrate the achievements women and girls committed to improving of women in the IT industry, aiming to gender diversity in our create a more gender-balanced workforce teams around the world, for FDM and our clients. making our business more robust and sustainable. Promote sustained, Our reputation is We provide our graduates, ex-Forces inclusive and sustainable dependent on the people personnel and returners to work with we employ. We treat our bespoke IT and business training, together economic growth, employees fairly and help with invaluable industry experience gained full and productive them to launch fantastic whilst deployed with one of our clients. employment and careers in technology. decent work for all Ensure sustainable We are committed to Our on-site and hosted infrastructure uses consumption and reducing the impact our a cloud-based solution using best-in-class production patterns operations have on the datacentres to increase energy efficiency environment by making and to reduce our carbon footprint. our consumption of energy and materials more Our old IT hardware is donated to charities sustainable. and schools who can continue to use it. 48 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Environmental performance Operating in a sustainable manner Global climate change has had observable effects on the environment. The effects on individual regions will vary over time. The potential future effects of global climate change include an increase in the frequency, duration and intensity of events. At FDM, we realise that our activities and operations have an associated environmental impact. As such we take into consideration and mitigate the environmental impact our business activities have on the environment and on climate change. This year we are reporting our carbon and energy data following Streamlined Energy and Carbon Reporting (“SECR”) requirements. Carbon and energy data 2020 Directors’ statement of SECR compliance FDM Group continues to meet and exceed the greenhouse gas (“GHG”) emissions reporting requirements of The Companies Act (Directors’ Report). We are also aware of our forthcoming obligations under The Companies Act (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2019. We have prepared this report in accordance with the requirements for quoted companies under these new regulations. We continue to report all material GHG emissions across our global operations. 2020 performance This year we have calculated our environmental impact across scope 1, 2 and 3 emissions sources. Our emissions are presented on both a location and market basis for 2020 and 2019. On a location basis our total emissions are 888 tCO2e (2019: 1,836 tCO2e), which is an average impact of 3.3 tCO2e per £million revenue (2019: 6.8 tCO2e per £million revenue) and a year-on-year reduction of 51%. On a market basis our total emissions are 820 tCO2e (2019: 1,840 tCO2e). The market based emissions reflect emissions from electricity suppliers that we have purposefully chosen. They are lower in 2020 due to purchasing 100% renewable energy across multiple sites in the UK. This year there has been a considerable reduction in Scope 1 (-28%), Scope 2 (-30%) and Scope 3 (-64%) company related activities. This can be attributed to the significant reductions in travel and other office emissions due to COVID-19 restrictions which affected the Group’s activity globally. Standard benchmarks based on floor area and occupancy rates, using full-time equivalent employees, were used to estimate water, waste, electricity and paper across the sites staying consistent with the approach taken in 2019. Initiatives introduced in 2020 In 2020, we saw a significant reduction in staff travel, reducing the intensity of our emissions (tCO2e/ £ million revenue) by 51%. As a result of the lockdowns resulting from the COVID-19 pandemic, our business activities of recruiting, delivering training and onboarding of consultants with clients have evolved from taking place locally to be being performed remotely. As such trainee and employee travel has fallen significantly. Policies previously introduced to promote the use of video conferencing technology and other collaborative tools, together with our IT team enabled a smooth transition to remote working. Other new initiatives introduced in 2020 include: Electricity supply We have been in dialogue with our centre landlords to switch our electricity supply to be from 100% renewable energy. In 2020, electricity to our Glasgow, Leeds, Brighton and Frankfurt sites came from 100% renewable sources. In January 2021, the landlord at our London centre informed us that they will now switch supply to 100% renewable sources. We will continue our conversations with our landlords at our other sites. Virtualisation of IT estate We are replacing our local servers, instead to be hosted at efficient datacentres, run by Microsoft Azure that flexes capacity in line with our usage. This reduces our overall energy requirement. Introduction of new timesheet and billing system One reason why we chose our particular new timesheet and billing system is that it is paperless. Its rollout during 2020 resulted in overall group-wide paper consumption falling by 82% year-on-year. Company cars In 2020 we returned three company cars and replaced a fourth car with a smaller sized engine. All company cars are pool cars for business usage only; at year end the Group had two company cars. 49 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility Ensuring best practice environmental disclosure As an IT-focussed global professional services provider, we recognise the importance of quality data management. This year we again worked with Avieco, a leading provider of sustainability data services, to ensure that we continue to follow best practice in the assessment and reporting of our environmental performance. Our engagement with Avieco enables us to provide transparency to stakeholders allowing us to further identify opportunities to improve our environmental performance. 2020 results The methodology used to calculate the GHG emissions is in accordance with the requirements of the following standards: • World Resources Institute (WRI) Greenhouse Gas (GHG) Protocol (revised version) • • • Defra’s Environmental Reporting Guidelines: Including Streamlined Energy and Carbon Reporting requirements (March 2019) Global office emissions have been calculated using the DEFRA 2020 and IEA 2020 issue of the conversion repository. Following an operational control approach to defining our organisational boundary, our calculated GHG emissions from business activities fall within the reporting period of January to December 2020 and using the reporting period of January to December 2019 for comparison. Emissions breakdown by resource type 2020 2019 2% 6% 44% 888 tCO2e 54% 58% 1,836 tCO2e 36% Travel Energy Other 50 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Emissions and energy usage1 Emissions source Scope 1 Natural gas Company cars Total Scope 1 Scope 2 Electricity Purchased Steam Total Scope 2 Scope 32 Flights Non-company cars Other business travel Other building activities Total Scope 3 Total emissions (Location based) Total emissions (Market based) Total energy usage (kWh) £ million of revenue Normaliser tCO2e per £ million of revenue Global emissions (tCO2e) 2020 2019 % change to 2019 56 7 63 374 23 397 317 44 21 46 428 888 820 66 21 87 543 24 567 978 32 33 139 1,182 1,836 1,840 1,882,187 2,246,362 268 3.3 272 6.8 16% 65% 28% 31% 2% 30% 68% 37% 36% 66% 64% 52% 55% 17% 1% 51% 2020 2019 Total % change to 2019 Emissions Total (Location based) (tCO2e) Global (excluding UK) 543 UK 345 Global (excluding UK) 1,188 UK 648 Total energy usage (kWh) 935,517 946,670 1,202,012 988,640 Global (excluding UK) 54% 4% UK 47% 22% 1 This work is partially based on the country-specific CO2 emission factors developed by the International Energy Agency, © OECD/ IEA 2020 but the resulting work has been prepared by FDM Group and does not necessarily reflect the views of the International Energy Agency. 2 Scope 3 emissions: CO2e from company activities, not owned or controlled by the company (i.e. flights, non-company cars, other business travel which includes emissions from rail, taxis and buses and other building activities which includes emissions from paper, waste, water and electricity transmission and distribution). 51 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility Statement by the Directors in performance of their statutory duties under s.172(1) Companies Act 2006 The Directors of the Company have an obligation to act in accordance with a general set of duties, which are set out in section 172 of the Companies Act 2006 (“the Companies Act”). This states that the Directors must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole and, in doing so, have regard (amongst other matters) to: • • • • • • the likely consequences of any decisions in the long term; the interests of the Company’s employees; the need to foster the Company’s business relationships with suppliers, customers and others; the impact of the Company’s operations on the community and environment; the desirability of the Company maintaining a reputation for high standards of business conduct; and the need to act fairly as between shareholders of the Company. Directors are briefed on these duties as part of their induction and have access to professional advice on them, from the Company Secretary or, if they consider it necessary, from an external independent advisor. The Directors fulfil this duty partly by delegating responsibility for day-to-day decision-making to the Executive Team and other senior managers, under a robust governance structure which is described in further detail in our Corporate Governance Report. The Directors consider, both individually and together, that they have acted in accordance with their duties under s.172 in the decisions taken during the year ended 31 December 2020 (see page 63). There are examples throughout this Annual Report of how we take into account the matters referred to above, but the following summarises the stakeholder groups we have identified, the key steps we have taken to engage with them and the outcomes of that engagement. Stakeholder group Importance of engagement How we have engaged Key topics, decisions and outcomes of engagement Our employees Our long-term success We discuss our activities The outcome from the employee surveys was depends on the commitment to engage with our discussed at Board level and provided us with of our staff to deliver our employees on pages the necessary insight to tailor our support purpose (see page 4) – both 38 to 42. initiatives to the needs of our employees. internal staff and our skilled and professional Mounties. In particular we have In recognition of the fact that the interval carried out a number of between our UK trainees completing their The safety, wellbeing and employee surveys to training and finding their first client placement morale of all our employees ensure our staff continue was longer than normal (as a result of has been an important priority to feel connected and to onboarding delays caused by the COVID-19 during 2020. find out how changes pandemic) the Board enhanced the arising from the COVID-19 employment package for those signed-off We engage with our pandemic are affecting trainees, paying them a salary immediately on employees to ensure that we their work and their completion of training to ensure they were are creating an environment in wellbeing. financially supported until we were able to which they can thrive, and to deploy them onto their first client assignment. understand their ideas and Jacqueline de Rojas as the concerns. Non-Executive Director Our other territories already enjoyed this responsible for engaging enhanced policy. with our workforce held a series of informal meetings Discussions with our consultants shaped our with managers at different implementation of the Yammer platform levels across the business. which was adopted in November 2020 to enable our consultants and other employees to communicate and collaborate with each other, sharing and benefiting from the expertise and knowledge of their colleagues across the organisation. More information about this is on page 40. 52 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Stakeholder group Importance of engagement How we have engaged Key topics, decisions and outcomes of engagement Our University Universities can be seen as our Information on our We have changed the content of our events Partners key supplier. Our ability to engagement with to engage with non-technical students, recruit graduates of the universities can be found enabling them to gain confidence before highest calibre into our on page 69. applying to FDM. training programmes is key to our ability to deliver Mounties with the qualities and attributes which our clients are looking for. We engage with our University Partners to ensure that our Academy offering adapts and develops to remain competitive and attractive to graduates. Our trainees Our trainees are key to our All our trainees are asked The Board took the decision to enhance the Mountie model. Having to provide formal feedback package for signed-off trainees in the UK in recruited graduates, ex-Forces on the content and response to our appreciation of the fact that and returners to work, it is delivery of the courses they needed greater assistance during the important for us to ensure that which they receive during difficult more-extended-than-usual period we are providing them with their time in our between being signed off on their training and training which will enable them Academies. getting their first placement, due to the to evolve into Mounties with client-driven and cutting-edge skills in the technologies which are relevant to our clients’ needs. COVID-19 pandemic. As a result of our programme of engagement with trainees and Mounties during 2020, we will be carrying out a comprehensive review during 2021 of our Academy offering, including how the business delivers training post-lockdown. Our clients Understanding our clients’ Further information on our As a result of our work with individual needs is central to our engagement with clients clients we have continued to develop and business. We need to ensure can be found on page 45. deliver the pod concept and have created that we are offering Mounties of the right calibre, with the required personal and professional attributes and technological skills. driven programmes, tailored to specific clients’ needs. Our We look for an investor base We discuss our Discussion with our top shareholders has shareholders that is interested in holding programme of investor been taken into account in the formulation of our shares long-term. We engagement on pages 67 the Directors’ Remuneration package (see engage with current and to 68. Key elements of this page 95 for further details). prospective investors to assist include our AGM, our them in understanding and comprehensive full-year supporting our strategic and half-year results objectives, enabling us to presentations, generate strong financial participation in numerous results which create value for other investor meetings shareholders. between individual Directors and members of the management team with current and prospective shareholders. 53 FDM Group (Holdings) plcAnnual Report and Accounts 2020Strategic ReportGovernanceFinancial Statements Corporate Responsibility Stakeholder group Importance of engagement How we have engaged Key topics, decisions and outcomes of engagement Our local We place great importance on Further information on We have continued our work to promote communities ensuring that our activities our activities with the diversity, inclusion and social mobility, making have a positive impact on communities where we further progress in improving our own gender not only our employees and operate can be found on pay gap. clients but also on the wider page 46. communities in which we operate. FDM has refurbished its old IT hardware and donated it, to schools, charitable causes and organisations in need (see page 46). The We are conscious that all Further information on the To reduce the environmental impact of our IT environment business activities have an work we have done to usage, the Board took the decision to impact on the environment continue to find ways of virtualise our IT estate by moving away from and climate change, and we reducing our impact on the local servers to using a cloud-based approach are committed to finding ways environment can be found which saves energy, reduces emissions and to mitigate that impact. on pages 49 and 51. cuts down on the amount of end-of-life physical IT equipment being disposed of. Non-financial performance reporting We comply with the requirements of sections 414CA and 414CB of the Companies Act. The information provided above is to help our stakeholders understand our position on key non-financial matters, specifically: employees, social matters, respect of human rights, environmental matters, and anti-corruption and anti-bribery matters. The Strategic Report was approved by the Board on 9 March 2021 and signed on its behalf by: Rod Flavell Chief Executive Officer 9 March 2021 54 B y b u i a n d t h e l d i n g a d i v e r s e i n c l u s i v e w o r k f o r c e , w e b r o a d e n l l s , e x p e r a n d p e r s p e c t i v e s i b u t i n g s k i t o t h e t i s e r a n g e o f c o n t r s u c c e s s o f b u s i n e s s o u r FDM Group (Holdings) plcAnnual Report and Accounts 2020 t i s e l d i n g a d i v e r s e i n c l u s i v e w o r k f o r c e , B y b u i t h e w e b r o a d e n l l s , e x p e r a n d a n d p e r s p e c t i v e s s k i r a n g e o f t o i b u t i n g s u c c e s s o f c o n t b u s i n e s s o u r r t h e Strategic ReportGovernanceFinancial Statements e c n a n r e v o Directors’ ReportG Governance 58 115 62 86 76 90 Board of Directors Corporate Governance Report Audit Committee Report Nomination Committee Report Remuneration Report 56 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Strategic Report Governance Financial Statements Meet the Board Michelle Senecal de Fonseca Non-Executive Director Alan Kinnear Non-Executive Director Jacqueline de Rojas CBE Non-Executive Director Date of Appointment Non-Executive Director January 2016 Date of Appointment Non-Executive Director January 2020 Date of Appointment Non-Executive Director October 2019 Experience Michelle is an experienced senior Experience Alan is a member of the Institute of Experience Jacqueline is a highly regarded leader in executive specialising in the field of Chartered Accountants of Scotland. the UK technology field, with a strong technology and international reputation as a champion of women and communications. She is currently an area Alan was with PwC for 35 years until his minority voices in the sector. She has Vice President for Citrix Systems after retirement in 2015, including 23 years as been the president of technology trade having served as the Global Director of an audit partner working with listed, association techUK since July 2015 where Cloud and Hosting Services at Vodafone. private equity-backed and fast-growth she has developed and supported a Prior to Vodafone, Michelle worked at the entrepreneurial companies. He was a manifesto for skills and diversity in the European Bank for Reconstruction and member of PwC’s South East regional technology industry. She is also the Development where she managed the board and a national leader for audit co-chair of the Governance Board of the Telecom, Media and Technology banking services in the private equity sector. He Institute of Coding. team. Michelle is a co-founder and board has significant skills and experience in member of Women in Telecoms and financial reporting, regulation, corporate Prior to this, Jacqueline held senior Technology, a UK not-for-profit governance and risk management. executive roles at major tech companies organisation. She is also a global council including Sage Group, Citrix Systems, CA member at Thunderbird School of Global During the year following his retirement Technologies, Novell and McAfee Management in Phoenix, Arizona. In from PwC in 2015, Alan was a non- International. She was previously a 2020, Michelle joined the Strategic executive director with CEGA Holdings non-executive director at AO World plc Advisory committee to TEDI-London, a Limited. new design-led engineering school in the External Appointments Alan has no external appointments. UK. External Appointments • Citrix (Area Vice President North Europe, appointed January 2017) • Women in Telecoms and Technology (WITT) Limited (Director, appointed May 2008) • Thunderbird School of Global Management (Director, appointed April 2009) • MOVE Capital (Investment Board member, appointed September 2017) and Home Retail Group plc. In 2019 Jacqueline was awarded a CBE for Services to International Trade in Technology. Jacqueline is the Board’s designated Non-Executive Director for engagement with the Group’s workforce, enabling employees to share ideas and concerns with senior management and the Board. External Appointments • Costain Group plc (Non-Executive Director, appointed November 2017) • Rightmove plc (Senior Independent Director, appointed December 2016) Peter Whiting Non-Executive Director Andy Brown Chief Commercial Officer Mike McLaren Chief Financial Officer Date of Appointment Non-Executive Director June 2014 Date of Appointment Chief Commercial Officer January 2008 Date of Appointment Chief Financial Officer April 2011 Senior Independent Director June 2014 Joined FDM 1994 Joined FDM 2011 Chair of the Remuneration Committee June 2014 Experience Peter has over 20 years of experience as an investment analyst, specialising in the Experience Andy progressed through the Group’s Sales Experience Mike is a Fellow of the Institute of team to become Global Sales Director in 2007 Chartered Accountants in England and, subsequently, Chief Commercial Officer. and Wales. software and IT services sector. Peter joined Andy oversees the expansion of the Group Prior to joining FDM, Mike fulfilled the UBS in 2000 and led its UK small and mid-cap with a focus on the sales and recruitment roles of Group Finance Director and research team. Between 2007 and 2011 he functions. Andy’s strategic focus is around Chief Operating Officer in a premium was Chief Operating Officer of UBS European developing new service streams in line with listed business in the software and Equity Research. One of his responsibilities client demands, as well as increasing the services sector. In addition, Mike has during this period was the oversight of the number of applicants to the Group’s been an Independent Non-Executive graduate recruitment, training and Graduate programme, which are both key Chairman and Non-Executive Director development programmes, both for the areas to the success and growth of the on the boards of a number of other Research business and the Equities operation Group. Andy also played a key role in the companies. Overall, Mike has more as a whole. He has used his extensive launch and success of the UK Ex-Forces than 30 years’ experience of working experience in the financial services and Programme. External Appointments Andy has no external appointments. within the technology sector in a range of senior financial, commercial and operational roles. External Appointments Mike has no external appointments. technology industries in developing a strong technology-led NED portfolio. External Appointments • Kooth plc (Non-Executive Chairman, appointed September 2020) • Aptitude Software Group plc (formerly Microgen plc) (Senior Independent Director and Chairman of Remuneration Committee, appointed February 2012) • D4T4 Solutions plc (Non-Executive Director and Chairman of Remuneration Committee, appointed July 2018) • Keystone Law Group plc (Non-Executive Director and Chairman of Audit Committee, appointed October 2017)* * Note: Keystone Law Group plc has announced that Peter Whiting will step down from its board of directors in early May 2021 following the publication of its financial results for the year ending 31 January 2021. Key Member of Remuneration Committee Chair of Remuneration Committee Member of Audit Committee Chair of Audit Committee Member of Nomination Committee Chair of Nomination Committee David Lister Non-Executive Chairman Rod Flavell Chief Executive Officer Sheila Flavell CBE Chief Operating Officer Date of Appointment Chairman March 2019 Non-Executive Director March 2016 Date of Appointment Founded FDM in 1990 Date of Appointment Chief Operating Officer January 2008 Joined FDM 1998 Experience David has over 40 years of experience in Experience Rod is the founder and Chief Executive Officer of FDM Group and has more than Experience Sheila has over 30 years of experience in operations and technology roles across 35 years of experience in the technology both the public and private IT sectors. multiple industries for international sector. He has been instrumental in the She spearheads FDM’s global Women in businesses such as Diageo, development of the Group into an Tech initiative and Returners Programme. GlaxoSmithKline, Boots, Reuters, Royal international, award-winning employer Bank of Scotland and National Grid. He with a prestigious client base operating in Sheila was awarded a CBE in the 2020 also has experience in the professional multiple markets. services sector where he was a New Year Honours List for services to gender equality in IT, and graduate and management consultant at Rod is a strong advocate of improving returners’ employment. PricewaterhouseCoopers LLP (“PwC”). diversity in the technology industry, as Other former non-executive demonstrated by the Group’s Women in Sheila has been invited to advise appointments include Interxion Holdings Tech, Returners Programme, Ex-Forces government committees on improving B.V., HSBC Bank plc, CIS General and veteran career transition initiatives. the digital skills shortage and gender pay Insurance Limited and the Department In 2018 and 2019, Rod was featured in gap in the UK. Her work has been for Work and Pensions. the Management Today Agents of recognised by numerous awards, External Appointments • HSBC Private Bank (UK) Limited (Non-Executive Chairman, appointed December 2019) • Marks and Spencer Financial Services Plc (Non-Executive Chairman, appointed September 2020) • HSBC UK Bank Plc (Non-Executive Director, appointed May 2019) • Nuffield Health (Member of the Board of Governors, appointed February 2014) Change Power List for his work including inclusion in Computer Weekly’s promoting gender equality in the ‘Most Influential Women in UK Tech, Hall workplace. External Appointments Rod has no external appointments. of Fame,’ at the 2020 European Tech Women Awards, The Department of Trade and Industry recognised her outstanding achievements by conferring Sheila with a ‘Career Recognition’ award. External Appointments • techUK (Board member) (techUK is the operating name for Information Technology Telecommunications and Electronics Association) • Institute of Coding Industry Advisory Board (Chair) 61 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Corporate Governance Report Chairman’s Governance Overview On behalf of the Board I am pleased to present the Corporate Governance Report, which follows the principles of the 2018 Code. This section of our Annual Report aims to provide shareholders and other stakeholders with an understanding of how we manage our Group and the framework of governance and control within which we work, and I hope you find it informative and useful. There have been some changes in the composition of the Board, see page 72 for further details. We take great care to ensure that the content of our Annual Report is fair, balanced and understandable. A review by the Audit Committee can be found on page 82 and a formal statement from the Directors is included on page 118. Further information on the Board’s primary areas of focus in 2020 is set out on page 66. The Board has worked with the business during the year to help ensure that the most effective elements of our response to the pandemic can be developed into positive and longer-term enhancements to our business model which will support the delivery of the cornerstones of our strategy (see page 13). The Board has also been able to monitor the evolution of our Group People Strategy, pivoting early in 2020 towards a strong focus on ensuring that our consultants and internal staff working remotely had the operational and managerial support they needed to take care of their wellbeing. FDM has always been a people-focussed business, thriving on teamwork and collaboration and it was important to us that we could use this cultural advantage to help all our staff overcome the challenges of remote working. The Board had regular updates from the People Team and was able to guide the team’s efforts to engage with all our staff around the world, keeping them connected, ensuring they were safe and well, and supporting them as they continued to deliver an optimal service to our clients. The tools which the People Team have developed during the pandemic will be valuable in helping us track the KPIs which underpin the Group People Strategy. David Lister Chairman 9 March 2021 62 FDM Group (Holdings) plc Annual Report and Accounts 2020 UK Corporate Governance Code 2018 As a premium listed company, we are expected to explain how FDM Group has applied the main principles of the 2018 Code issued by the Financial Reporting Council in July 2018. Provision 17 of the 2018 Code states that a majority of members of the Nomination Committee should be independent non- executive directors. Following the retirement of Robin Taylor from the Board on 29 April 2020, the Nomination Committee comprised the following members: David Lister (Board Chair and Committee Chair), Michelle Senecal de Fonseca (independent Non-Executive Director), Peter Whiting (independent Non-Executive Director) and Rod Flavell (CEO). Jacqueline de Rojas (independent Non-Executive Director) was appointed as an additional member of the Nomination Committee with effect from 1 March 2021, following which the Committee comprised three independent Non-Executive Directors (Jacqueline de Rojas, Michelle Senecal de Fonseca and Peter Whiting), the CEO (Rod Flavell) and the Committee Chair (David Lister). v Further information on the 2018 Code can be found at www.frc.org.uk/directors/corporate-governance-and-stewardship/uk-corporate-governance-code The main principles of the 2018 Code are as follows: • Board Leadership and Company Purpose • Division of Responsibilities • Composition, Succession and Evaluation • Audit, Risk and Internal Control • Remuneration 1. Board leadership and company purpose An overview of the Board’s role The Board is required to establish the Group’s purpose and to define the strategy to achieve the purpose. FDM exists to deliver customer-led, sustainable, profitable growth on a consistent basis, through our well-established Mountie model. This is our purpose, and its key components are set out in more detail on pages 20 to 21. The Board’s view is that enabling the successful achievement of FDM’s purpose will secure the long-term sustainable success of the Group for our staff, customers and other stakeholders, generating value for shareholders. In support of this purpose, the Board has developed a strategy which will enable us to continue to launch new careers for our talented Mounties around the world, and ensures that all the investments we make and activities we carry out can deliver quantifiable improvements to our business for our customers, staff and shareholders. You can read more about our strategy and its four key objectives, including how each has been delivered during 2020, on pages 13 and 14 of the Strategic Report. The Group has also established a set of core values which reflect FDM’s culture. Each of the Executive Board members aims to be a role model for these values, promoting them and FDM’s culture. Our values and culture are central to the continued success of the Group and support the implementation of our strategy. The Board is responsible for identifying the risks which may stand in the way of meeting FDM’s strategic objectives, considering which of those risks the Group is prepared to take to achieve its goals, ensuring that appropriate procedures and controls are in place to manage or mitigate those risks insofar as it is reasonably practicable to do so, and regularly testing the effectiveness of those mitigations. The Board has a remit to ensure that the Group has the necessary resources in place to achieve its strategic goals, both in terms of finance and people, and to monitor performance and measure progress towards those goals. It is the Board’s duty to support and challenge the Executive Team to ensure that FDM’s business is managed in accordance with that strategy. 63 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Corporate Governance Report The Board meets regularly through the year to review operational and financial matters, develop and refine strategy, and monitor progress towards strategic objectives. When setting and monitoring the implementation of the Group’s strategy, the Directors keep in mind their individual duty to act in the way that they consider, in good faith, will be most likely to promote the success of the Group for the benefit of its shareholders as a whole, as set out in s.172 of the Companies Act. The Directors act with reasonable care, skill and diligence in their work, taking steps to ensure that they exercise independent judgement at all times and that processes are in place to enable robust decision-making, especially when there are more difficult decisions to be made. FDM’s network of stakeholders includes its shareholders, clients, employees, and members of the wider society in which we operate. The interests of these stakeholders are varied but interconnected, and we recognise our responsibilities to engage with them and to take their interests into account. Additionally, in the event of any substantial vote against a Board recommendation proposed at an AGM, FDM will carefully review the voting outcomes and will engage with shareholders to understand their reasons. We will then provide details of the actions taken in response in the next Annual Report. Further details of the steps taken by the Board to meet the requirements of s.172 of the Act are set out in our s.172 Statement which can be found on page 52. The Board’s financial responsibilities include approving the interim, preliminary and annual financial statements, the annual budget and longer-term forecasts, significant contracts and capital investment. Each of these responsibilities underpins the principles of the 2018 Code. The Board’s other responsibilities include monitoring the impact of its decisions on our employees, promoting strong business relationships with clients, suppliers and others, and considering the impact of our operations on the wider community and the environment. The Board supports the Executive Team in ensuring that the Group’s reputation for high standards of business conduct is maintained, and is mindful of the need to achieve a fair balance between the interests of different shareholders and other stakeholders. The Board and its Committees – a structure for robust governance The Board understands that the opportunity to promote the long-term sustainable success of the Group is maximised by ensuring that the Board remains effective, has the right blend of skills and experience, and retains the key elements of the entrepreneurial culture is at the core of FDM. As recommended by the 2018 Code, where appropriate, the Board delegates some of its responsibilities to the Audit Committee, Remuneration Committee and Nomination Committee (“the Committees”), which therefore play a key role in supporting the Board’s aims and the application of the principles of the 2018 Code. The terms of reference and composition of these Committees are reviewed annually and updated as appropriate. Whilst the Board retains overall responsibility, the establishment of Committees enables particular aspects of the Board’s work to be carried out at a more detailed level by Board members who have particular expertise, experience and interest, allowing deeper analysis and oversight of those areas. The Chairs of each Committee report to the Board on matters considered and decisions taken, and make recommendations on matters for which the Board reserves final approval. Minutes of all Committee meetings are made available to other Board members to be viewed at any time via the Board’s secure online portal. The Nomination Committee keeps under review the blend of skills, experience, independence and knowledge across the Board’s members, and leads the process for new appointments to the Board, ensuring a fresh and entrepreneurial approach which enables strategic opportunities to be identified, analysed and effectively managed to provide long-term sustainable success. The Nomination Committee also leads the process to facilitate evaluations of the Board’s effectiveness. More information about these areas is set out in the “Composition, succession and evaluation” section on page 73 and in the Nomination Committee Report on pages 86 to 89. The Audit Committee monitors the application of the financial reporting, internal control, and risk management principles set out in the 2018 Code, and ensures that the Group maintains an appropriate relationship with its auditors. More information about risk and internal controls can be found in the “Audit, risk and internal control” section on page 74 and in the Audit Committee Report beginning on page 76. The Remuneration Committee is responsible for setting the Company’s Remuneration Policy, determining each Executive Director’s total individual remuneration package (including salary, benefits, bonus and pension entitlements, and participation in share and other incentive schemes) and setting the targets for performance-related pay. The Committee also has oversight of the remuneration of the next tier of senior management below Board level. The Remuneration Committee’s work supports the strategy set by the Board, by promoting the opportunity for long-term sustainable success, and by aligning executive and senior managers’ remuneration to the achievement of the Group’s purpose and promotion of its values, and to the successful delivery of long-term 64 FDM Group (Holdings) plcAnnual Report and Accounts 2020 strategic goals. The Remuneration Report, beginning on page 90, contains more information on our application of these principles of the 2018 Code. This year the Remuneration Report also contains a new Remuneration Policy which we will submit to shareholders for approval at our AGM which is planned for 28 April 2021. Information about the membership of each Committee can be found in the relevant Committee’s report. The Board’s agenda The Board meets regularly throughout the year, following an agenda which is agreed in advance based on themes from the Group’s business plan. Although the setting of the agenda is led by the Chairman in discussion with the Chief Executive and the Company Secretary, all Board members are welcome to put forward topics for discussion. Standing items, including operational and financial reviews and Committee updates are considered at each scheduled Board meeting, with unplanned items such as commercial or property-related decisions considered as and when required. In addition, potential topics are identified for strategy sessions, management updates and other Board discussions. Ahead of each Board meeting, all Board members are supplied with an agenda and a set of specific papers on particular strategic issues, as well as reports and management information on current trading, operational issues, compliance, risk, accounting and financial matters. This enables the Chairman to ensure all Directors are properly briefed on the matters to be discussed. The Chairman works with the Company Secretary to ensure that the supporting papers are clear, accurate, timely and of sufficient detail to enable the Board to discharge its duties effectively. The Board’s forward agenda is coordinated with those of its Committees and the Chairs of the Committees report on the activity of their Committees at Board meetings. The agenda is designed to provide an appropriate balance between strategic planning items and reports which enable the Board to monitor the management and performance of the Group, ensuring it operates within the appropriate risk-reward culture and the Board’s strategy to deliver FDM’s purpose. From the first Board meeting of 2020, we adopted a refreshed and restructured board report, which had been developed in consultation with the Company Secretary and individual Directors, with the aim of providing the required information in the most useful format to enable Board members to carry out their oversight role effectively. The new format report has been well received by Board members and we continue to review the information provided to ensure it adds to the effectiveness of the Board’s work. At regular intervals throughout the year, senior managers from around the Group attend Board meetings to update the Board on progress being made and matters arising in their areas of operation. The Board aims to ensure that there is sufficient time for the Board to discuss significant matters or matters of a more discursive nature. To assist with this, the usual approach is to hold Board dinners and other informal gatherings after certain scheduled Board meetings which allow the Directors greater time to discuss key topics with additional internal and external participants. In particular, this enables the Non-Executive Directors to explore business and operational issues in greater depth with the senior managers who have reported to the Board. Although this has not been possible during periods of lockdown in 2020, the Non-Executive Directors have nonetheless been able to use these discussions to acquire a deeper understanding of developments in new business areas and the Group People Strategy. The Board has identified certain matters on which decisions are formally reserved for the Board’s approval, a schedule of which is available on the Group’s website www.fdmgroup.com/investors/corporate-governance/. They include the following: • • • • • • • • • Approving financial results and other financial, corporate and governance matters; Approving material contracts; Approving material capital or operational expenditure; Approving Group strategy; Approving appointments to the Board; Determining dividend policy, as well as approving and recommending dividends, as appropriate; Reviewing material litigation; Reviewing annually the effectiveness of internal control and the nature and extent of significant risks identified by management and associated mitigation strategies; and Approving the annual budget. Board decisions are generally reached by consensus at Board meetings. However, should the situation arise, decisions may be taken by a majority of Board members. FDM’s Articles of Association provide the Chairman with a casting vote in the case of an equality of votes. 65 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Corporate Governance Report Details of the number of meetings of the Board and Committees (which only certain Directors are required to attend) and individual attendances by Directors are set out in the table below. During 2020 restrictions on gatherings and rules on social distancing have necessitated that the majority of the meetings of the Board and its Committees have taken place with the Directors in different locations, using virtual conference technology. The Company’s Articles of Association allow meetings of the Board to be held validly in this manner. The Group’s technology has performed particularly well in these circumstances and in conducting the meetings, the Chair has also adopted an approach which adequately caters for the different dynamic brought about by Board members’ remote participation in meetings. As a result, the Board has found that virtual platforms have provided a satisfactory alternative to meetings in person, allowing all members to follow proceedings and participate as fully and effectively as if they were physically present in the same room. Board meetings Audit Committee meetings Remuneration Committee meetings Nomination Committee meetings Number of meetings at which present, as a proportion of maximum possible Number of meetings held in 2020 David Lister Rod Flavell Sheila Flavell Mike McLaren Andy Brown Peter Whiting Alan Kinnear Michelle Senecal de Fonseca Jacqueline de Rojas Robin Taylor 10 10/10 10/10 10/10 10/10 10/10 10/10 10/10 10/10 10/10 3/34 4 n/ a1 n/ a1,2 n/ a1 n/ a1,2 n/ a1 4/4 4/4 4/4 n/ a1 1/14 5 n/ a1 n/ a1,3 n/ a1 n/ a1,3 n/ a1 5/5 5/5 5/5 n/ a1 1/14 4 4/4 4/4 n/ a1 n/ a1 n/ a1 4/4 n/ a1 4/4 n/ a1 2/24 1 Not applicable, not a member of the Committee and not required to attend. 2 At the invitation of the Audit Committee (but not as members) Rod Flavell and Mike McLaren each attended four meetings of the Committee during the year. 3 At the invitation of the Remuneration Committee (but not as members) Rod Flavell attended two meetings and Mike McLaren attended one meeting of the Committee during the year. No Director was present during any discussion relating to his or her own remuneration. 4 Robin Taylor retired from the Board and its Committees in April 2020. He attended all meetings up to his retirement. Conflicts of interest Procedures are in place for the disclosure by the Directors of any interest that conflicts, or may possibly conflict, with the Group’s interests and for the appropriate authorisation to be sought if a potential conflict arises, in accordance with the Company’s Articles of Association. An up-to-date schedule of Directors’ other Board appointments, related parties’ interests and relevant shareholdings is included as an appendix to each set of Board papers to ensure full transparency of their respective relevant interests. In deciding whether to authorise a conflict or potential conflict of interest only non-interested Directors (i.e. those who have no interest in the matter under consideration) will be able to vote on and take the relevant decision. In doing so, the Directors must act in a way they consider, in good faith, will be most likely to promote the success of the Company, such that they may impose any limits or conditions which they think fit. The Board has reviewed the procedures in place and considers that they operate effectively. No actual conflicts of interest arose during the year under review, to the date of this report or in the previous year. The key areas of focus by the Board in 2020 During the year there have been a number of areas where the Board has been able to focus its governance to ensure the delivery of the Group’s strategy: • After remote working and delivery of training became a necessity as a result of the pandemic, the Board quickly formed the view that there would be some lasting changes to the world of work. We established a working group to examine how FDM could adapt to these changes to enhance our model. The working group has identified a number of exciting opportunities for innovation which will significantly enhance the delivery of our training, the experience of trainees, and the knowledge and skills they gain from their time in our Academies of the future. As we implement these changes we expect to see significant efficiencies arising in our use of physical office and classroom space in our locations around the world. • The concept of agile pods of consultants was introduced early in 2020 as a response to the challenges of ensuring that our beached consultants could continue to develop high quality skills between assignments. During the year, the Board has received regular updates from the Executive Team on the development of the concept and in October 2020 a pod of trainees gave a presentation to the Board about their work. Encouraged by the Board, the team has developed the concept further and it is now clear that it will be an important permanent part of our training model, supporting the delivery of our strategy to attract, train and develop high-calibre Mounties, through the development of innovative and leading-edge training capabilities. Further information on the pod concept can be found on pages 16 and 40. 66 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Other areas of focus for the Board during the year are set out below. Strategy • Reviewed the Group’s three-year plan (2021-2023) • Reviewed the development of new service offerings and training innovations, including a demonstration of the new pod concept (see page 40 for further information) • Received strategic updates from the Group’s senior management teams Operational • Reviewed the Group’s response to the operational restrictions arising from COVID-19 lockdowns • Received regular updates on changes to measures in place to protect the health and safety of staff, trainees, clients and visitors during the pandemic • Reviewed the requirements for Academy space and considered changes to methods of working (including the delivery of training in FDM’s Academies) which may continue after the pandemic • Received business updates from the Group’s senior management teams • Reviewed information on recruitment and Academy utilisation • Reviewed impact of Brexit on the UK and overseas business Financial • Reviewed monthly business performance against strategic goals • Reviewed trading updates, including in particular the impact of the pandemic on the Group’s business and the changes to the Board’s expectations for financial performance during the year • Reviewed and updated the treasury and risk appetite policy • Reviewed and approved preliminary, full-year, half-year results and three-year plan • Reviewed and approved Group budgets and reforecasts • Reviewed and withdrew the Board’s original intention to pay a final dividend in respect of the 2019 financial year • Approved an interim dividend in respect of the period to period ending 30 June 2020 Risk • Undertook bi-annual reviews of Risk Register and risk management process Governance • Reviewed the Group’s legal and regulatory obligations arising from the impact of the pandemic on FDM’s business • Modified plans for the Company’s AGM to ensure compliance with current UK Government social distancing regulations • Reviewed the Company’s arrangements with its brokers and appointed new joint brokers • Carried out an internal review of the effectiveness of the Board and its Committees • Monitored the implementation of the Group People Strategy • Reviewed the Group’s Gender Pay Gap data and approved the report • Provided an update on Modern Slavery Act compliance • Approved updated terms of reference for the Board’s Committees • Assessed and approved viability statement • Conducted a going concern review Employees • Received updates on engagement to ensure the wellbeing of employees and trainees during periods of lockdown and remote working, including considering the results of a new programme of employee surveys Engagement with stakeholders The Board has identified the following key stakeholders: shareholders, clients, employees, prospective candidates, trainees, university partners, our local communities, and the environment. Engagement with shareholders During 2020, the business continued to work to improve its communication with shareholders through a review of its reporting and the information available on the FDM website. We have established an internal investor relations function led by Mark Heather, the Company Secretary, who works with the Group’s brokers and financial public relations advisors to operate a programme of regular engagement with current and prospective investors. We will continue to develop our investor relations activities, to include an expansion of the investor area of our website to provide additional information on our strategy, business model, competitive position, financial information and strategic progress. 67 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Corporate Governance Report To maintain dialogue with institutional shareholders, the Chief Executive Officer and Chief Financial Officer meet with the Company’s major shareholders following interim and final results announcements and otherwise as appropriate. The Chief Executive Officer, Chief Financial Officer and Company Secretary also speak regularly with shareholders and potential investors to explain details of our business model, Mountie recruitment, training and deployment programme, and our approach to other important aspects of our work such as sustainability, inclusion, diversity and social mobility. Our usual approach is to host visits from current and prospective shareholders at our offices around the world, offering many of them the opportunity to tour our Academies and speak informally to members of our sales and recruitment teams, as well as trainers and trainees. Those of our investors who take advantage of these visits often tell us that they provide an ideal way to understand our business model, and we are glad to have the opportunity to demonstrate our purpose and the way in which our culture and values support it to drive our business towards our strategic objectives. Although it has not been possible to host the same number of visits in person this year, if possible we hope to be able to welcome shareholders and potential investors at our Academies around the world in the coming year. The Board will be putting forward a new Directors’ Remuneration Policy for approval by shareholders at the AGM in April 2021. Accordingly, in addition to our usual programme of shareholder engagement, in the last quarter of 2020 we offered portfolio managers and compliance managers from our top 20 shareholders the opportunity to meet with David Lister (Board Chair), Peter Whiting (Senior Independent Director and Remuneration Committee Chair) and Mark Heather (Company Secretary and Head of Investor Relations). The principal reason for requesting these meetings was to enable us to explain the Remuneration Committee’s approach to executive remuneration, both in respect of 2020, and under the new policy to be introduced in 2021, and to seek the feedback of shareholders on those proposals. We also took the opportunity to widen the scope of the discussions to include other corporate governance matters of interest to our shareholders. We had a successful series of meetings with those who took up our offer of engagement, and were encouraged by the levels of understanding of the business, and support for the Board’s approach. When possible, the Company uses the AGM as an opportunity to communicate with its shareholders and welcomes their participation; shareholders who attend the AGM have the opportunity to ask questions and all Directors are expected to be available to take questions. In accordance with the 2018 Code, the Notice of AGM will be sent to shareholders at least 20 working days before the meeting and any other notice of general meeting will be sent to shareholders at least 14 days before each general meeting and will include details of the proposed resolutions and explanatory notes. The Board proposes separate resolutions for each issue and proxy forms allow shareholders who are unable to attend the AGM (or general meeting, as applicable) to vote for or against or withhold their vote on each resolution. As soon as practical after the conclusion of the AGM (or general meeting, as applicable), we will announce the proxy votes cast, including details of votes withheld, to the London Stock Exchange via its Regulatory News Service. We will also publish the information on our website. Notice of the AGM, which will be held at 10.30am on Wednesday 28 April 2021 at the Company’s offices at 3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG, is enclosed with this report. This year, however, the Company will be unable to hold the AGM in the normal way, as a result of current and anticipated restrictions on gatherings which have been put in place by the UK Government to protect public health. Accordingly, we are unable to permit shareholders to attend the AGM in person, and will limit attendance to two Directors who are also shareholders in order to form the necessary quorum. However, as stated in the Notice of AGM, shareholders are able to ask questions or raise matters of concern by emailing our Company Secretary, Mark Heather (email: mark.heather@fdmgroup.com) in advance of the meeting. The Company’s Articles of Association can only be amended if such amendment is approved by the Company’s shareholders by way of special resolution. The Group’s website (www.fdmgroup.com) is the primary source of information on the Group. Engagement with employees The Executive Directors regularly spend time in each FDM centre and meet with employees at all levels of seniority. This enables them to promote FDM’s culture and values throughout the organisation. The FDM Newsletter allows the Group’s culture to be spread from the Executive Team to all employees. The Executive Directors meet regularly with partners that promote the transition to the civilian work environment from the Armed Forces, and those returning to work after a career break. Sheila Flavell chairs the Institute of Coding’s Industry Advisory Board and sits on the main Board and Diversity Council of techUK. She has advised government committees on issues including bridging the digital skills gap and enhancing diversity in the workplace. 68 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Jacqueline de Rojas is the president of techUK, where she engages extensively with the UK Government to build policy to allow the technology industry to thrive. In her role as co-chair of the Governance Board at the Institute of Coding, she promotes lifelong learning through industry collaboration to address the growing skills gap in technology and to encourage widening participation and pathways to digital skills through diversity and inclusion programmes. Key managers in our People Team work closely with the Board and its Committees to assist them in assessing and monitoring the culture of FDM to ensure that policy and behaviour are aligned with the Group’s purpose and strategy. During 2020 the Board recognised that the extraordinary circumstances of the pandemic and the long periods of remote working required a much greater programme of employee engagement to ensure the physical and mental wellbeing of our staff and trainees. The People Team implemented a broad programme of online events to assist our people, including increasing the scope of our employee surveys to ensure that the Board was able to monitor the impact of new ways of working on the wellbeing of our staff. We ran a series of virtual town hall meetings for our staff, and our CEO delivered weekly informal “Rod’s Round-Up” updates designed to keep staff motivated and feeling connected with the business whilst working remotely. The themes emerging from these surveys were reported to the Board by the Chief People Officer and, along with other priorities identified from our engagement with employees, have directly influenced a number of areas considered by the Board this year. In particular: • UK trainees who have successfully completed their training have historically been placed on payroll at the point that they are on-boarded and start their first placement with a client. The Board recognised that the period between trainees being signed- off on completion of training and finding their first placement was extending as a result of client onboarding delays during lockdown. Having considered the challenges which this was creating for our signed-off trainees, in April 2020 the Board introduced a salary for these trainees commencing immediately on completion of training. • During the pandemic a number of employee networks were established by groups of our people with a particular shared interest. These networks have emphasised to the Board how important our culture is at FDM, and have enabled the Board to engage with the issues which matter to our staff. More information about the networks can be found on pages 38 to 41. For example, the feedback received from our LEAD (Learning, Educating and Aspiring Diversity) Network in response to the Black Lives Matter movement was considered and discussed by the Board. This conversation brought into focus the importance of boards improving their sensitivity to, and knowledge of, racism which many of our colleagues experience in their everyday lives. The Board noted how vital it is to listen to employees’ views and enable them to share their experiences. Following this discussion, the People Team provided further events and provided resources to help educate staff. We engaged with employees to develop action plans which will help us to build a culture of zero tolerance when it comes to racism. Jacqueline de Rojas (Non-Executive Director) and Sheila Flavell (COO) subsequently met with the LEAD network to discuss these matters further and are looking at ways to build mandatory training on diversity and inclusion. Further information about our employee engagement can be found in our Corporate Responsibility report from page 38 to 47. The results of our programmes will continue to inform our engagement with staff and the Group People Strategy as it continues to be implemented during the coming year. This will assist us in promoting a diverse, inclusive and fulfilling culture in which our people can thrive, optimising our Mounties’ experience during their time with us, and ensuring that our employees promote and embody our values and our unique service offering. In accordance with Provision 5 of the 2018 Code, the Board has appointed Jacqueline de Rojas to engage with the workforce to ensure that the voices of our employees are heard at Board level. During 2020, Jacqueline has worked with the Chief People Officer to roll out a programme of workforce engagement which has supplemented the work which has already been done to enable the views of the workforce to be raised in confidence, on an anonymous basis, which are then taken into account in the Board’s discussions and decision-making. Jacqueline de Rojas provides regular updates to the Board on the themes which have arisen from her engagement with the workforce. The Remuneration Committee has targeted the Executive Directors on a metric for their annual bonus in 2021 which relates to employee satisfaction and engagement. Engagement with clients Together with members of the Sales team, the CEO, CFO and CCO meet on a regular basis with customers in our different territories to discuss their particular requirements. The senior members of our Sales team maintain close long-term relationships with senior executives in our client organisations to ensure we are able to anticipate our clients’ needs. We regularly update the structure and content of our training programme to reflect commercial and technological changes in the sectors in which our clients work. Engagement with University Partners We have continued to engage with our University Partners, working to help them develop more effective ways of hosting remote careers fairs. We have also created our new “FDM attraction events” allowing us to engage with students from multiple universities in one event. Further information about these engagements and the changes which we have made to the content of our virtual events for university students can be found on page 46. 69 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Corporate Governance Report Engagement with our local communities We continue to work with schools in the territories where we operate to promote the importance of STEM subjects and preparing students for careers in technology. Building on our position as a Leeds Cornerstone Employer, we have collaborated with other employers to help teachers and students in local schools during periods of lockdown. On ‘Girls in ICT Day’ we worked with our schools to help students develop their coding skills. During a period when so many students in our communities have been challenged to access their learning remotely, we have refurbished and donated significant numbers of laptop and desktop computers to schools and other organisations, some of whom we have connected with through our early talent programme, and others which we have identified through our connection with the Worshipful Company of Information Technologists. More information about our activities in this area can be found on page 46. Environmental responsibility The environment is another of our stakeholders in the sense that it can be affected by the way we do business. During the year we have reflected on how we can mitigate our carbon footprint and the other impacts we have on the environment, for example by considering the source of our electricity supply, reducing travel where possible and virtualising our IT estate. Further information on the steps we have taken can be found on pages 49 and 50. 2. Division of responsibilities Chairman, Chief Executive and Senior Independent Director The roles of the Chairman and Chief Executive, as well as those of the Senior Independent Director, and the division of responsibilities between them are clearly defined and agreed by the Board. As Chairman, David Lister leads the Board and is responsible for ensuring that it performs its role effectively. The Chairman aims to ensure that Board meetings are collaborative and provide an opportunity for all Directors to express their views, to contribute and add value to the Board’s work. David Lister was appointed as Chairman on 5 March 2019 and on appointment was independent when assessed against the circumstances set out in Provision 10 of the 2018 Code. As Chief Executive, Rod Flavell’s main responsibility is to manage the Group’s business and to lead the Executive Team in the implementation of the strategies which are adopted by the Board. The Executive Directors under the leadership of the Chief Executive are responsible for managing the day-to-day activities of the Group, communicating the Group’s objectives to the wider management team and ensuring that the necessary resources are available to enable those objectives to be achieved. The Executive Team has formal monthly meetings and meets more informally at other times between those meetings. This separation of roles enhances the independent oversight of executive management by the Board and more closely aligns the Board with shareholders. It also means that no one individual or group of individuals dominates the Board’s decision-making. This oversight is further strengthened by the formal reservation of certain matters for the Board’s approval, as referred to on pages 65 and 66. The Directors’ powers are set out in the Company’s Articles of Association. Peter Whiting is the Group’s Senior Independent Director. In performing this role, Peter acts as a sounding board to provide support to the Chairman and the Non-Executive Directors. He also provides shareholders with a point of contact with whom they can meet if they have any concerns which might not be addressed through normal channels, for example with the Chairman or Executive Directors, and ensures that meetings with the Non-Executive Directors are held at least once per annum (or more regularly, if circumstances so require) to evaluate the Chairman’s performance. The Senior Independent Director serves as an important intermediary role in FDM’s governance process. In carrying out his role, Peter ensures he maintains a thorough understanding of the views of the Company’s shareholders. As stated above, Peter Whiting took part in a number of meetings with our largest shareholders in the last quarter of the year. Support available to the Board All Board Directors have access to the Company Secretary, who advises them on Board and governance matters. The Board has full authority to appoint and remove the Company Secretary. Members of the Audit Committee received external training covering updates in corporate governance and corporate reporting. The Remuneration Committee Chair and the Company Secretary also received external updates on developments during the year in governance and trends in shareholder expectations and good practice relating to executive remuneration. As well as the support of the Company Secretary, there is a procedure in place for any Director to take independent external professional advice at the Company’s expense in the furtherance of their duties. As stated previously, the Chairman and the 70 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Company Secretary work to ensure that comprehensive information is provided well in advance of Board meetings to give Directors the time and materials they need to contribute to an effective and efficient Board. Role of the Non-Executive Directors The Group’s Non-Executive Directors have a broad and complementary mix of business skills, knowledge and experience acquired across diverse business sectors and territories. This allows them to provide strong, independent, external perspectives to Board discussions, which complement the skills and experience of the Executive Directors, facilitating a diversity of views aired at Board meetings. This diversity of skills, expertise and backgrounds enables the Non-Executive Directors to offer specialist advice where appropriate, enables robust and constructive debate and improves the quality of the decision-making process. At the same time, it also reduces the likelihood of any one perspective prevailing unduly. A key role performed by the Non-Executive Directors is the scrutiny of executive management in meeting agreed objectives and monitoring the reporting of performance. They also constructively challenge and help develop proposals on strategy and ensure that financial controls are rigorous and that the Group is operating within the governance and risk framework approved by the Board. The Chairman works to ensure a culture of open and transparent debate in Board meetings, this was a particular area of focus at this year’s internal evaluation of the Board’s effectiveness. Non-Executive Directors are appointed for an initial minimum period of three years and are subject to annual re-election at the Company’s AGM. Their appointments then continue until terminated by either the Director or the Company giving notice to terminate. They are all subject to regular re-election at AGMs and their appointments as Directors would end if they were not re-elected by the shareholders. The terms and conditions of appointment of Non-Executive Directors, including the expected time commitment, are available for inspection at the Company’s registered office. The Board regularly reviews the independence of each of the Non-Executive Directors. When determining whether a Non-Executive Director is independent, the Board considers each individual against the criteria set out in the 2018 Code and also considers how they conduct themselves in Board meetings, including how they exercise judgement and independent thinking. Taking these factors into account, the Board considers that all the Non-Executive Directors are independent when assessed against the criteria specified in Provision 10 of the 2018 Code. Board commitment When making new appointments, the Board considers other demands on Directors’ time to ensure that they are able to devote sufficient time and focus to their role at FDM. New external appointments may not be undertaken without the prior approval of the Board, and where any significant new appointments are approved by the Board, we intend to explain in the subsequent Annual Report the Board’s rationale in giving that approval. For Executive Directors we recognise that external board exposure can be useful as part of their development as Directors, but we will not normally permit them to take on more than one external non-executive directorship of a publicly listed company (or another equivalent significant appointment). Sheila Flavell is on the board of techUK. No other Executive Director currently has an external commitment. Non-Executive Directors are expected to commit at least 24 days per annum to FDM and in practice may commit considerably more time than this. The Board keeps this under regular review. The current key external commitments of the Directors are included within their biographies on pages 59 to 61. The 2020 financial year has involved many non-executive directors with positions on the boards of listed companies in additional time commitments. The Board has reviewed the time commitments of its Directors to ensure that they remain able to devote the appropriate amount of time and focus to their work at FDM. During 2020, Peter Whiting (Non-Executive Director and Chair of the Remuneration Committee) was appointed as non-executive chairman of Kooth Plc, which is listed on AIM. In approving this appointment the Board considered the overall time commitments involved and noted Peter’s expectation that he would rebalance his other board commitments in the near future. In line with this expectation, it has since been announced that Peter will be stepping down from his role as non-executive director and chairman of the audit committee at Keystone Law plc in early May 2021, after the publication of its financial results for the year ending 31 January 2021. The Board also notes that, although David Lister has a number of external commitments, none of the boards on which he serves (other than the FDM Board) is with a listed company. The Board considers that throughout the year all FDM’s Directors (including the Chair) have been, and will continue to be, able to devote sufficient time and focus to their respective roles at FDM. Details of the remuneration received by each of the Executive Directors for the year ended 31 December 2020 are shown in the single figure table presented on page 97 of the Remuneration Report. 71 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Corporate Governance Report 3. Composition, succession and evaluation Composition of the Board The Board currently comprises four Executive Directors and five Non-Executive Directors (including the Non-Executive Chairman). Further biographical details about each Director, including information on their prior experience, are set out on pages 59 to 61. As required by Provision 11 of the 2018 Code, half the Board (excluding the Chairman) are independent Non-Executive Directors. Board diversity policy The Board is committed to the promotion of diversity and inclusiveness of all kinds throughout the organisation. In 2020, we reported a median gender pay-gap of -2.1% (2019: 1.7%), and our mean gender pay-gap was 0.4% (2019: 1.3%). We have also been pleased to participate again this year in the Hampton-Alexander Review which set a target for the percentage of women on FTSE boards and leadership teams to reach one third by 2020. We believe that by making the most of our differences of approach, and using the collective experiences, backgrounds, skill-sets and knowledge of our talented and diverse employees, we will drive innovation and success and achieve more for our stakeholders. This applies equally to our Board. The composition of our Board is vital to its effectiveness and that, in turn, enhances good governance. At year end, 33% of our Board Directors are female and one Director identifies as Mixed White Asian. Diversity at Board level enables our employees who are from traditionally under-represented groups to aspire to senior management positions. This strengthens diversity and inclusion throughout our workforce, and directly supports our strategic aim to attract, train and develop high-calibre Mounties by making FDM attractive to the widest possible group of people as a place for them to launch their careers in technology. The Board’s primary obligation is to make appointments based on objective criteria to ensure that the best individuals are appointed for every role. Within this context, the Board is committed to a policy of promoting a rounded Board which reflects a diversity of all relevant personal attributes, including skills, experience, educational and professional background, gender, race and age. In support of this policy, the Board intends: • • • • wherever possible to engage executive search firms who have signed up to the Voluntary Code of Conduct for Executive Search Firms on gender diversity and best practice; to require executive search firms to identify and present an appropriately diverse range of candidates for each vacancy; to consider all aspects of diversity including gender and ethnicity when reviewing the composition and balance of the Board as part of the Board’s annual effectiveness evaluation; to ensure that the succession planning and talent management programme includes initiatives to develop the pipeline of talent, to encourage and monitor the development of a diverse range of internal high-calibre employees and to promote diversity in appointments to the senior management team who will in turn aspire to a Board position; • to develop further the level, frequency and quality of interaction between Board members (including Non-Executive Directors in particular) and those aspiring senior managers to enable them to gain more exposure to, and understanding of, the Board’s work; and • to review this policy and report on progress on an annual basis. Appointments to the Board, succession planning and talent management Alan Kinnear was appointed to the Board on 1 January 2020 following an appointment process which the Nomination Committee carried out during 2019, details of which were included in our 2019 Annual Report. There have been no other new appointments to the Board during the financial year. When making new appointments, the Board operates a formal, rigorous and transparent procedure for the appointment of new Directors, the primary responsibility for which is delegated to the Nomination Committee. There is more information about this procedure and the way the Nomination Committee applies it on page 91. The Board recognises its responsibility for succession planning and regularly considers the balance of skills, experience and knowledge of the Board, to ensure it remains appropriate to the business and that the Board is best placed to achieve the Group’s strategic objectives. During 2020, the Group’s People Team has been implementing a detailed Talent Management and Succession Planning programme which was reviewed and approved by the Nomination Committee. The key elements of the programme are: • • • to build effective succession by proactively managing risk and distributing key knowledge and skills more widely; to ensure a well-prepared pipeline of talent in advance of requirements arising, based on merit and objective criteria, and to identify and resolve any gaps in the pipeline; and to focus on the skills and diversity of representation which the business needs to ensure sustained future growth. The programme is designed to promote sustainable organisational performance through smooth succession and to provide investors with assurance that there is stability of talent within the FDM Group. By further developing diversity in our organisation we 72 FDM Group (Holdings) plcAnnual Report and Accounts 2020 ensure a diversity of backgrounds and approaches which will help us to avoid “groupthink” and maximise our ability to notice opportunities and potential threats. The programme also provides our senior managers with clarity with regard to career paths, which will enable increased engagement and improved retention of key talent. As we explained in last year’s Annual Report, this is a significant project which will take some time to complete, and it will continue to be a key priority for the Board throughout the current financial year. The Nomination Committee will continue to monitor progress with the rollout of the programme in the coming year. Board induction and development On appointment, each Director takes part in a tailored induction programme, designed to give him or her an understanding of the Group’s business, governance and stakeholders. Elements of the programme include: • Briefings from senior management to provide a business overview, update on current trading conditions and strategic commercial issues; • Meetings with the Company’s key advisors and major shareholders, where necessary; • Meetings with employees at different FDM Academies and centres; • • • Provision of a legal and regulatory memorandum and briefing on the duties of directors of listed companies; Details of the Group’s corporate structure, Board and Committee structures and arrangements and key policies and procedures; and The latest statutory financial reports and management accounts. The Chairman, in conjunction with the Company Secretary, ensures that Directors are provided with updates on changes in the legal and regulatory environment in which the Company operates. These are incorporated into the annual agenda of the Board’s activities along with wider business and industry updates. The Company’s principal external advisors provide updates to the Board, at least annually, on the latest developments in their respective fields, and relevant update sessions are included in the Board’s meetings. The Company Secretary updates the Board as appropriate on developments in corporate governance and any relevant legal or regulatory changes. In this way, each Director keeps their skills and knowledge current so they remain competent at fulfilling their role, both on the Board and on any Committee of which they are a member. Specific training and development needs of individual Directors are explored as part of Board evaluations (and may be requested by individual Directors directly) and are addressed by the provision of in-house training or external courses, as appropriate. Each of the Non-Executive Directors also experiences development in the course of the outside roles they hold, which contributes to the currency of their knowledge and experience in performing their work at FDM. Evaluation of the Board and its Committees In accordance with current best practice and the 2018 Code, the Board undertakes an annual rigorous and formal evaluation of its performance and effectiveness and that of each Director and its Committees. The process is led by the Nomination Committee, and it is the Board’s policy to invite external advisors to assist with that evaluation every three years. This year the Board conducted an internal evaluation of its effectiveness in 2020, using the priorities identified from the previous year’s evaluation report as the basis of the review to enable Board members to recognise key strengths and weaknesses, and to consider the Board’s composition, diversity and how effectively the different members of the Board work together to achieve the Board’s objectives. The Board’s Committees conducted their own effectiveness evaluations and reported the findings to the Board. Further information about these evaluations is set out in the Nomination Committee report beginning on page 86. The Non-Executive Directors met without the Chairman to evaluate David Lister’s performance as Chairman and concluded that he had operated effectively in the role. Re-election of Directors at the 2021 AGM The Company’s Articles of Association require that existing Directors offer themselves for re-election at intervals of no more than three years. At the 2021 AGM, in compliance with Provision 18 of the 2018 Code (and reflecting the Company’s membership of the FTSE 250), all Directors will retire and offer themselves for re-election. In determining whether a Director should be proposed for re-election at the 2021 AGM, the Board took into account the Nomination Committee’s advice based on the results of a review of each Director’s contribution to the Board’s effectiveness, which formed part of the 2020 Board evaluation. This review confirmed that all Directors continue to be effective and demonstrate commitment to their roles and so the Committee recommended their reappointment. 73 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Corporate Governance Report 4. Audit, risk and internal control Financial and business reporting In its reporting to shareholders, the Board recognises its responsibility to present a fair, balanced and understandable assessment of the Group’s position and prospects. The Board has ensured that processes are in place to achieve this and more information on the processes can be found in the Audit Committee Report on page 82. A statement of the Directors’ responsibilities in relation to the financial statements is set out on pages 118 to 119. Independence of internal and external audit functions The Board has in place processes which are managed on its behalf by the Audit Committee and which are intended to ensure that the services provided by the internal and external auditors remain independent and effective. Further information on these processes is set out in the Audit Committee Report on pages 82 and 83. Risk management and internal control The Board is ultimately responsible for maintaining sound risk management and internal control systems. These systems are designed to meet the Group’s needs and to manage the risks to which it is exposed, including the risks of failure to achieve business objectives and of material misstatement or loss. However, such risks cannot be eliminated. The Group’s systems can only provide reasonable but not absolute assurance. They can never completely protect against factors such as unforeseeable events, human fallibility or fraud. The Board has established a continuous process for identifying and managing the significant risks faced by the Group (in accordance with the Financial Reporting Council’s ‘Guidance on Risk Management Internal Control and Related Financial and Business Reporting’ (September 2014)). The Board’s view of the Group’s key risks and how the Group seeks to manage those risks is set out on pages 30 to 37. The Group has in place appropriate internal control and risk management systems around financial reporting. The Group accounting function is centralised and financial information is held on a central accounting system, from which internal management reporting, budgeting and external reporting is collated. The Board regularly reviews the effectiveness of the Group’s internal controls. An outsourced Internal Audit function is in place for the Group and the scope of work undertaken during the year was carried out in accordance with the updated three-year Internal Audit Plan which was approved by the Audit Committee on behalf of the Board in 2019. A more detailed overview of the areas of focus and programme of work undertaken by the Internal Audit team in the year appears on page 82. The key elements of the system of internal controls include: • • • • • • • • • The Board meets on a regular basis and is responsible for the operational strategy, reviewing operating results, identification and mitigation of risks and communication and application of the Group’s policies and procedures; The Group has a clear organisational structure with defined responsibilities and accountabilities; Regular reports are made available to the Board on key developments, financial performance against budget and prior year and operational issues in the business; Operational and financial controls and procedures are in place including authorisation and approval policies for financial expenditure; authorisation and approval policies for contracts and agreements; signing authorities; IT application controls; and appropriate segregation of duties and reviews by management. Further, there are additional procedures in place to address other risks to the business, including a Code of Conduct and Ethics, an Anti-Fraud policy, an Anti-Slavery and Human Trafficking policy, an Anti-Bribery and Corruption policy, and a Conflicts of Interest policy; The Group’s finance and support functions are centralised; The Group has implemented a portal to deliver training to all employees on key regulatory and compliance matters such as Health and Safety, Workplace Harassment and Information Security and the General Data Protection Regulation. Successful completion of the training is monitored and employees’ understanding can be refreshed as appropriate; An outsourced Internal Audit function is in place, working for and reporting back to the Audit Committee; A formal budgeting process occurs annually. The budgets and forecasts are reviewed, approved and monitored by the Board; and Regular meetings occur between the Executive Board and senior management team. 74 FDM Group (Holdings) plcAnnual Report and Accounts 2020 5. Remuneration The Remuneration Committee is focussed on ensuring that remuneration policies and practices for Executive Directors and other senior managers support the Group’s strategy and promote long-term sustainable success. Targets and metrics for bonuses and long-term incentives are reviewed annually by the Committee to ensure that they incentivise the behaviours which are necessary to deliver the Group’s strategy, and promote long-term sustainable success. The primary aim of the strategy established by the Board is to deliver the Group’s purpose (which is described in further detail on page 4). Setting executive remuneration in a way which promotes the delivery of that strategy ensures that remuneration is aligned to the Group’s purpose and values. The Board delegates responsibility for developing policy on executive and senior managers’ remuneration to the Remuneration Committee to ensure that the development of the policy is formal and transparent. The Committee regularly seeks independent advice from its external remuneration advisors and keeps itself informed about market trends in executive remuneration and on remuneration-related areas which are important to the Group’s shareholders. The Committee consults with key shareholders prior to making significant changes in the Remuneration Policy. The Directors’ Remuneration Report sets out a new Remuneration Policy for approval by shareholders at this year’s AGM to be held on 28 April 2021. The new policy contains detailed and transparent information about the rationale behind its key provisions to enable shareholders to understand the link between the policy and delivery of the Group’s long-term strategy. Each member of the Remuneration Committee exercises independent judgment and discretion when authorising remuneration outcomes, in line with the policy. The Board as a whole takes responsibility for approving the remuneration of Non-Executive Directors. The Directors’ Remuneration Report provides more detailed information about the work of the Remuneration Committee, as well as setting out the Company’s proposed new policy on remuneration and detail of the remuneration of each Director. The Corporate Governance Report was approved by the Board on 9 March 2021 and signed on its behalf by: David Lister Chairman 9 March 2021 75 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Audit Committee Report Chair’s introduction On behalf of the Board, I am pleased FDM’s strong balance sheet and prudent to present the Audit Committee Report cash buffer have provided resilience, for the year ended 31 December 2020. giving the Board confidence that the This report has been prepared in business is in a solid position to continue accordance with the 2018 Code and as a going concern despite the current provides information on the Committee’s macro-economic challenges. The key responsibilities and activities during Committee was also able to support the the period. Board in its assessment of the viability of the Company over the longer term. This is the first report of the Committee since I succeeded Robin Taylor as Audit Our other stakeholders have also felt the Committee Chair when he retired from impact of the pandemic. Our business the Board at the end of April 2020. I am continuity plans were last reviewed by grateful for the guidance which Robin our Internal Audit function in late 2018. provided during the handover process I am pleased that the enhancements in the first quarter of the year, and for implemented in 2019 as a result of that the support I have received from Mike review worked well this year as McLaren (the CFO) and his Finance team, lockdowns were imposed in our which has facilitated a smooth transition. territories, enabling an agile transition for our Mounties, trainees and staff to The COVID-19 crisis has affected our remote working (including the successful business and our clients’ businesses in remote delivery of high-quality Academy many different ways. During a year which training). In 2020, the Internal Audit has seen extraordinary global economic, plan included important reviews of the operational and social disruption, there implementation of our new timesheet are aspects of the Audit Committee’s and billing system, IT Security and work which require an even sharper General Controls, Resourcing focus. We have continued to monitor the Management and, in particular, a careful financial performance of the Group, assessment of financial controls in the applying scrutiny to management’s stress context of the potential for increased testing of the financial and business risk during periods of remote working. models, and satisfying ourselves that the The review found that those controls Group’s key financial controls continued have continued to work effectively. to operate as designed, despite our Further details of the work undertaken transition to remote working during by the Internal Audit team during lockdowns. The Executive Team’s long 2020 are set out on page 82. experience and lessons learned from previous financial crises have built a business which was financially well prepared to weather the latest storm. 76 FDM Group (Holdings) plc Annual Report and Accounts 2020 I visited FDM’s Finance team twice during As in previous years, the Committee The Committee continues to provide the year at our office in Brighton, the first carried out a review of the Group’s risk appropriate challenge to the decisions time in early March with Robin Taylor as management process. Our overall and approach taken by the management part of the handover process and again conclusion is that the process continues team in relation to the content and in November. I was reassured on both to operate effectively across the Group. disclosures within the Group financial occasions to receive comprehensive The broader approach which we reports and, in particular, has challenged updates from the experienced and stable introduced in 2019, including discussions management to explain the rationale and management team on their work and the with a wider range of employees within basis for key judgements and estimates controls in place to mitigate risk in this the organisation, has been successful in before accepting them. The Committee area of the business. increasing the breadth of information aims to ensure that the information available to us to update our assessment. which is provided about the key Effective risk management is critical to Further information about the principal judgements and estimates made is clear the delivery of the Group’s strategic risks to our business is set out on pages and helpful, and assists investors in objectives. The Board establishes the 30 to 37. nature and extent of the risks which it is reaching a fair assessment of FDM’s financial position. The key management prepared to take in order to achieve its The risk of cyber attacks and the threat judgement areas and significant financial strategic aims, and is responsible for to data security are ever increasing and reporting items in respect of the financial ensuring that the Group’s internal control the Committee continues to receive year are disclosed in this report on and risk management systems are regular updates from the Chief page 81. effectively managed across our business. Information Officer and his IT Security The Board has delegated to the Audit Committee has also continued to change following the reviews by Committee responsibility for oversight of monitor the potential impact of Brexit regulators of the role of audit the measures we have in place, and on the Group’s business. committees and the quality and integrity team. As a regular agenda item, the In 2021 we expect to see significant reviewing the effectiveness of the risk management process remains one of the most important areas of focus for the Committee’s work. I was pleased to attend as an observer the Executive Team’s half-yearly review of the risk register in January 2021. of external audits. We will continue to monitor developments arising as a result of the Competition and Markets Authority (“CMA”), Kingman and Brydon reviews and the recommendations made by the BEIS Select Committee on the Future of Audit. As the Government crystallises its approach, the Committee will ensure that we implement any changes which may be required in a way which adds value to the Committee’s work and enhances assurance for our stakeholders. 77 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Audit Committee Report Priorities Last year, in addition to the business as usual work, the Committee set itself four key priorities for 2020. We have made good progress in respect of these priorities, as outlined below: 2020 priorities Progress Monitor the impact of the In general, we believe that our business model is resilient against many of the threats and ongoing changes to the uncertainties which are commonly perceived to arise from Brexit. Some changes to employment UK’s relationship with the and immigration rules in some of our European locations have required us to make some EU as legal and trading operational adjustments, but the impact has not been significant. We have also reviewed legal arrangements evolve. requirements in our European entities regarding local document retention. We will continue to monitor this work in 2021 as the new framework settles into place and its impact on our clients’ businesses becomes clearer. Review the Group’s cyber During the year, the Committee received regular updates from the Chief Information Officer and security arrangements. the Information Security team on their work. Our Internal Audit function reviewed the Group’s cyber-security arrangements and found that levels of security awareness and understanding were high, which has enabled the establishment of a tiered control environment which is appropriate for the level of risk faced by the different parts of our business. A number of recommendations for further enhancements were made and the Committee will monitor their implementation in the coming year. Monitor the impact of The Committee has invited the CEO and CFO to attend its meetings regularly during 2020 to COVID-19 on the Group’s enable close monitoring of the impact of the pandemic on the Group’s trading and financial business. position. Management has taken a prudent financial approach, maintaining a robust balance sheet and strong cash management to maximise resilience, whilst also doing the right thing by trainees, Mounties and internal staff to ensure their wellbeing and the sustainability of the business. Focus on the increase in In 2019 the reports of the CMA study of the audit market and the Brydon review were published, regulatory complexity for and the Business, Energy and Industrial Strategy Select Committee inquiry into “The Future of boards and audit Audit” delivered its report. The Committee has been monitoring progress, and will continue to committees and the focus on this area during 2021 as the various reviews and recommendations converge when the proposed changes to the UK Government brings forward legislation, now expected in the first half of 2021. statutory audit profession. These areas will remain a key focus for 2021 as we develop a new Internal Audit Plan for the next three years. In addition, the Committee intends to focus on the following in the coming year: • • • • • • Review of the impact of digitalisation and the impact of new ways of working, including information security risk in the expanded work environment Climate change risk and environmental sustainability, and our reporting on it A review of disaster and crisis preparedness, operational resilience, and lessons learned from the response to COVID-19 Our annual review of the effectiveness of financial controls Regulatory change Embedding a culture of risk awareness into the development of new projects Role of the Committee The Committee is appointed by, and reports to, the Board. The Committee’s terms of reference were updated during the year to reflect the changes in the 2018 Code. The terms of reference are available in the Corporate Governance section of the Group’s website at www.fdmgroup.com. 78 FDM Group (Holdings) plcAnnual Report and Accounts 2020 The key responsibilities of the Committee • oversee the engagement of the The Committee acts autonomously and are to: external auditors to supply non- sets its own agenda in addition to routine • monitor the application of financial audit services. matters and those suggested by the main reporting and internal control Board. In setting the agenda, the principles set out in the 2018 Code, and to maintain an appropriate Composition of the Committee During the year, the members of the Committee keeps in mind the regulatory framework, the 2018 Code and the FRC’s relationship with the Company’s Committee were Alan Kinnear (Chair of Guidance on Audit Committees. auditors; the Committee from 29 April 2020), • monitor the integrity of the financial Michelle Senecal de Fonseca, Peter The Committee met four times during statements of the Company and any Whiting and Robin Taylor (Chair of the the financial year with all members in formal announcements relating to Committee until 29 April 2020). attendance at all meetings. During the the Company’s financial year, the Chief Executive Officer, Chief performance, including any Robin Taylor stepped down from the Financial Officer, Chief Information significant financial reporting Committee when he retired from the Officer, Group Financial Controller and judgements contained in them; Board on 29 April 2020. • provide advice to the Board on Group Data Protection Officer attended certain meetings at the invitation of the whether the Annual Report and The Board is satisfied that Alan Kinnear, a Committee in order to ensure that the Accounts, taken as a whole, is fair, chartered accountant with significant Committee remained fully informed of balanced and understandable, and financial and audit experience in a public events and developments within the provides the information necessary company environment, has the recent business. Presentations were received on for shareholders to assess the and relevant financial and accounting legal, regulatory, IT security, business Company’s position and experience required by the 2018 Code. continuity and disaster recovery matters, performance, business model and Michelle Senecal de Fonseca and Peter contributing to the Committee’s role in strategy; Whiting also have experience in financial monitoring the management of risk. • review the Company’s internal and reporting matters through their financial controls and the Company’s other business experience and current The Group’s external auditors, PwC, internal control and risk management systems; external roles. The Committee as a whole attended each of the four Committee has a sufficiently wide range of business meetings during 2020. Following each of • agree the scope of work for the experience and expertise, including those meetings PwC had the opportunity Internal Auditors and reviewing their significant experience and competence in to hold an informal discussion with the reports and findings; the sector within which FDM operates, Committee members without any of the • monitor and review the such that the Committee can effectively executive management team being effectiveness of the Company’s fulfil its role. internal audit function; present. The Committee Chair also met with PwC on several occasions outside of • review the arrangements by which In compliance with the 2018 Code, the the Committee. the Company’s staff may raise Committee membership is limited to concerns in confidence about independent Non-Executive Directors of The Internal Auditors KPMG LLP (“KPMG”) possible improprieties in matters of the Company. financial reporting or other matters, attended all four meetings during the year to discuss plans for their and ensure that arrangements are Members’ experience is documented in programme of work and to present their in place for the proportionate and their biographies included on pages findings. KPMG attend for the full independent investigation of such 59 to 61. matters and for appropriate follow-up action; • ensure compliance with laws, The Committee’s agenda The Committee has a broad agenda of duration of each meeting, as the Committee believes that the effectiveness of the Internal Audit function is enhanced by an regulations, ethical and other issues; business which focusses on the Group’s understanding of other matters covered • make recommendations to the assurance, risk and audit processes at the meetings, and of the external audit Board, and for approval by through a series of scheduled meetings work being carried out by PwC. KPMG shareholders, on the appointment, during the year. The agenda follows an and PwC have direct access to the reappointment and removal of the annual plan which is set in advance in Committee Chair at all times through external auditors; discussion with senior management, the the year. • agree the scope of the external audit financial reporting team, the external and reviewing the reports and auditors, and the Internal Audit function. In addition to the meetings of the findings of the external auditors; The annual plan incorporates items Committee, the Committee Chair and • monitor the external auditors’ driven primarily by the financial calendar other Committee members met with independence and objectivity and of the Group but also includes work on other members of the Finance team, the effectiveness of the external the Internal Audit programme and is senior management and regional audit process; and adapted through the year to address any other relevant matters which may operating management throughout the year. require the Committee’s attention. 79 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Audit Committee Report Activity Principal activities during the year The following principal activities have been carried out by the Committee during the financial year: March 2020 • Reviewed the Internal Audit plan for 2020, making some adjustments to reflect the Committee’s updated priorities • Received a report from KPMG covering the implementation of the Group’s new time recording, billing and expenses system • Received a presentation from PwC on their audit of the financial results for the year ended 31 December 2019, and reviewed and approved the Auditors’ Report to the Audit Committee • Reviewed and recommended to the Board the approval of the Preliminary Announcement and the 2019 Annual Report. This work included: ensuring that the report is fair, balanced and understandable; reviewing the significant judgements applied in the Annual Report; reviewing disclosures and the summary of significant accounting policies; considering the appropriateness of the going concern statement and the viability statement; and approving the statement of principal risks to the business as set out in the Annual Report • Approved the Committee’s agenda for the remainder of 2020 • Considered the requirements of Committee members for additional training and development in areas relevant to the Committee’s business May 2020 • Approved the updated Internal Audit plan for the period 2020 to 2021 • Received a report from KPMG following the Internal Audit review of IT Disaster Recovery • Received an update from the Group Data Protection Officer on business continuity and IT disaster recovery in the context of the need for remote working during the COVID-19 lockdowns • Received an update on systems and controls in place to mitigate risks during remote working • Received a progress report on the implementation of the Group’s new timesheet and billing system • Received an update on the reporting, accounting and governance changes applicable to the Group • Reviewed the Group’s approach to risk management • Reviewed the Audit Committee’s Terms of Reference and identified areas for updating • Reviewed the potential impact of regulatory changes relating to external audit and audit committees • Reviewed the effectiveness of the external auditors July 2020 • Received a progress report from KPMG on the ongoing Internal Audit testing of financial controls, IT security and general controls, and the follow-up review of IT Disaster Recovery • Reviewed the Interim Report, including the going concern statement and key disclosures, and recommended its approval to the Board • Reviewed and approved the statement of principal risks and uncertainties set out in the Interim Report • Received a report on the review of, and updates to, the Group Risk Register • Received a report on an internal review of global tax compliance • Received a progress update of the project to roll out the new timesheet and billing system • Reviewed and approved the letter of engagement for the external auditors • Reviewed PwC’s report to the Committee (interim review for the six months to 30 June 2020) • Received an update from the Chief Information Officer on cyber security and IT strategy • Approved the updated Audit Committee terms of reference October 2020 • Reviewed and approved PwC’s year-end audit plan and fees for the audit of the 2020 financial results • Received a report on the findings of the Internal Auditors following their review of: i) IT security; and ii) financial controls. Undertook an initial scoping discussion for the 2021 Internal Audit Plan • Received a report on a review of, and updates to, the Group Risk Register • Received an update on reporting, accounting and corporate governance changes and the processes and key themes for inclusion in the Annual Report 2020 • Received a further update on the implementation of the Group’s new timesheet and billing system • Undertook a review of whistleblowing and anti-bribery policies and procedures • Discussed potential changes arising from regulatory changes in respect of external audit and audit committees In addition to the work outlined above, as a standing item on the agenda of every meeting, the Committee reviews the level of fees incurred with PwC on non-audit work to ensure compliance with the Group’s policy on non-audit fees. 80 FDM Group (Holdings) plcAnnual Report and Accounts 2020 In January 2020, PwC attended an informal session to update the Committee on key changes to corporate reporting and governance, including the UK regulatory environment, reporting practice amongst FTSE 250 companies, the 2018 Code and the stakeholder agenda. Significant financial reporting items The Committee scrutinises matters it considers important by virtue of their potential impact on the Group’s results or the degree of estimation or judgement involved in their application to the Consolidated Financial Statements. To this end, the Committee receives regular reports from the Chief Financial Officer and the Group’s external auditors, PwC. During the year the Committee challenged management in respect of their underlying rationale and basis for key judgements and estimates before accepting them. The Committee has considered all significant estimates and judgements identified in note 4 to the Consolidated Financial Statements on page 139 having received drafts of the Annual Report and financial statements in sufficient time ahead of signature to enable a thorough review, and allow for the opportunity to challenge and discuss the Report’s content. The main areas of focus are set out below: Area of focus Steps taken to address each area Revenue Revenue in respect of non-receipted timesheets is The Committee discussed and reviewed revenue recognition in detail with management and PwC and remains satisfied that Group accrued at a percentage of the estimated contract accounting policies with regard to revenue recognition have been value where timesheets have not been received at the adhered to and that estimates remain appropriate. cut-off date from Mounties or contractors. Share-based payments For a fifth consecutive year, the Company granted The Committee is informed of the key assumptions and estimates applied in calculating the share-based payment charge. The awards under the FDM Performance Share Plan Committee is satisfied that the assumptions and estimates applied (“the PSP”). Associated with accounting for the are appropriate. awards are estimates relating to the number of shares which will vest. Going concern and viability The Committee has considered the going concern The Committee received and reviewed a paper prepared by the Finance team supporting the adoption of the going concern basis basis assumed within the financial statements and and the appropriateness of the viability period. The Committee is viability period. The underlying assumptions, the satisfied with the judgements in these areas and that sufficient reasonableness of those assumptions and the work was performed to enable the Committee to conclude on the headroom/ funding facilities available were considered adoption of the going concern basis. The Committee reviewed and as part of the Committee’s review. The review also concurred with the reasonableness of the viability period included considered the impact of a range of sensitivities on within the viability statement on page 37. the key assumptions. Provisions The Committee has considered the requirements of The Committee has discussed with PwC and management the IAS 37 ‘Provisions, contingent liabilities and contingent accounting for, and disclosure of, provisions, contingent assets and assets’ in determining the appropriateness of the contingent liabilities, including where it relates to open legal claims, accounting for, and disclosure of, provisions, and are satisfied that the application of IAS 37 is appropriate. contingent assets and contingent liabilities within the Annual Report. Litigation and claims The Committee received and reviewed separate papers prepared by its legal advisors and the Finance team supporting the accounting treatment and associated disclosures relating to the legal claim. As detailed on page 140 of the Annual Report, the Group settled a long-standing employment-related The Committee is satisfied that the accounting treatment and legal claim. associated disclosures are appropriate and that management’s response to the conditions which led to the claim were appropriate. The Committee has considered the accounting treatment and associated disclosures relating to the settlement of the legal claim and its settlement. 81 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Audit Committee Report Area of focus Steps taken to address each area COVID-19 specific considerations The Audit Committee has considered the impact that The Committee has reviewed the Group’s impairment assessments, including on intangible assets and goodwill under IAS 36 the COVID-19 pandemic has had on both the way FDM ‘Impairment of Assets’, and the Group’s accounts receivable credit has operated during the pandemic and on related key loss model under IFRS 9 ‘Financial Instruments’ and is satisfied with judgements and estimates. the key judgements and estimates applied by management. The expected credit loss allowance at 2020 is £1,029,000 (2019: £202,000). The increase in the year-end allowance is indicative of the impact from COVID-19 that our clients are facing (see note 19 to the Consolidated Financial Statements). The Committee has received updates on the impact of remote working on the overall control environment and is satisfied that the controls continue to operate effectively. The scope of the Internal Audit review of financial controls reflected potentially increased risks from remote working due to COVID-19. Fair, balanced and understandable As requested by the Board, the The Committee concluded that the Annual Report and Accounts 2020, taken Internal Audit The Group’s Internal Audit function Committee has considered whether, as a whole, was fair, balanced, and is wholly outsourced to KPMG. The in its opinion, the Annual Report and understandable, and considers that it Committee considers that this approach Accounts 2020 is fair, balanced and provides the information necessary for remains appropriate for the following understandable and provides the shareholders to assess the Group’s reasons: first, that outsourcing ensures information necessary for shareholders position and performance, business the process is independent and second, to assess the Group’s position and model and strategy. The Committee it guarantees that specialist input is performance, business model and made a recommendation to the Board available when required, taking into strategy. In forming its opinion, the to this effect. Committee considered the information account the international nature of FDM’s business and the need for technical it had received and the discussions that The Directors’ statement of specialism, particularly when reviewing have taken place with senior managers responsibilities on a fair, balanced and non-financial areas of the business in the business. understandable annual report is given (which has been particularly applicable on pages 118 to 119. during 2020). All members of the Committee received a full draft of the Annual Report and Accounts two weeks prior to the meeting Internal control and risk management The Committee is responsible for An updated three-year Internal Audit Plan was approved by the Audit at which it was required to provide its monitoring and reviewing the Committee in 2019. The financial year final opinion. The Committee reviewed effectiveness of the Group’s internal 2020 represented the third year of the report to ensure that: it provided a control and risk management systems. KPMG’s original three-year Plan. The Plan balanced reflection of the Group’s Through monitoring the effectiveness of is risk-based, prioritising reviews of the performance; the presentation of its internal controls and risk areas which are identified as principal adjusted measurements was relevant management, the Committee is able to risks in the Group Risk Register, and and understandable; all material matters maintain a sound understanding of the covering all key financial, operational were considered; and there was internal Group’s trading performance, key and regulatory parts of the business. consistency and there were linkages judgemental areas and management’s Specifically, in 2020, the Committee throughout, including the presentation decision-making processes. received reports on reviews of the of the risks and significant judgements. following areas: Timesheet and Billing The key elements of the Group’s internal System Project Management, Financial control framework and procedures are Controls, IT Security and General set out on page 74. Controls and IT Disaster Recovery (follow-up review). Given the importance of ensuring we have robust controls over our financial processes, it is intended that core financial controls will continue to be reviewed on a regular basis. A follow-up review of the Group’s processes for resourcing people was commenced and will report in the current year. 82 FDM Group (Holdings) plcAnnual Report and Accounts 2020 The findings from the reviews were presented to the Audit Committee Auditors’ independence and objectivity Both the Committee and the Board keep Effectiveness of external auditors During the year, the Committee reviewed throughout the year and are supported the external auditors’ independence the effectiveness and independence of by related action plans to make under review. Since July 2016, the the external auditors, using a improvements where relevant. No Committee has been monitoring the fees questionnaire which was completed by serious weaknesses were identified by paid to the external auditors for key members of the Finance team and the Internal Audit reviews carried out non-audit work at each Committee each member of the Committee. The during the year. meeting. Any non-audit work which will questionnaire asked individuals to rate The 2021 Internal Audit Plan was approved in advance by the Committee in the following areas: knowledge and presented to and agreed by the Audit Chair. More substantial work involving expertise; independence and objectivity; Committee in March 2021. fees exceeding £50,000 requires the effectiveness of the planning process; result in fees exceeding £5,000 must be the performance of the PwC audit team approval of the Committee as a whole. ability to firmly challenge management; The effectiveness of the Internal Audit The Group receives a formal statement and quality of audit deliverables. The function’s work is monitored on an of independence and objectivity from feedback from the questionnaire was ongoing basis using a number of inputs, PwC each year, and confirmation that then used as the basis for a more including the reports received, the Audit PwC’s partners and staff have complied wide-ranging discussion at the meeting Committee’s engagement with the Group with UK regulatory and professional held in May 2020 (at which PwC were not Financial Controller who is the Group’s requirements, including the Ethical present). The Committee reviewed the primary point of contact with the internal Standard issued by the Financial external auditors’ reports to, and auditors, and an assessment during the Reporting Council. The Committee also discussions with, the Committee over the year of the internal auditors’ obtains quotes in a competitive tender year to examine the degree of objectivity performance against the KPIs identified for all non-audit work performed. exercised by the external auditors, the in the Internal Audit Plan. The Audit robustness of their challenge to Committee considers that the Internal Fees for non-audit work carried out by management, their views on controls Audit process is an effective tool in the PwC as a percentage of audit fees for the around the Group and their testing of overall context of the Group’s risk year ended 31 December 2020 were 22% areas which involved the exercise of management systems. (2019: 22%) and related solely to PwC’s judgment by the management team. review of our Interim Report. Further The Audit Committee Chair also met with disclosure of the non-audit fees paid Based on the feedback and their further the Internal Audit team in advance of during the year ended 31 December discussions, the Committee concluded every meeting without management 2020 can be found in note 8 to the that: present. Consolidated Financial Statements. • the overall audit approach, External auditor PwC are the Group’s current external External audit partners are rotated every materiality threshold and areas of five years. The external audit partner in audit focus were appropriate to the auditor, having been appointed in 2013. respect of the 2020 financial year has business; The Group keeps this appointment under been Katharine Finn, who succeeded • the auditors had displayed the review and intends to conduct a Jaskamal Sarai, who completed five years necessary level of challenge and competitive tender for the financial year in that role for FDM Group on conclusion objectivity to demonstrate an ending 31 December 2023, as required of the 2019 audit cycle. appropriate level of independence; under current EU legislation. The Audit and Committee believes that a competitive The Group continues to engage KPMG, • the audit team possessed the tender at that point will assist the an independent accounting firm, to necessary quality, expertise and Committee in ensuring the continued perform Internal Audit work to further experience to provide an high quality of external audit in the best ensure that the independence and independent and objective audit. interests of our shareholders. Until then, objectivity of the external auditors is not any recommendation relating to the compromised. The findings were fed back to PwC by the reappointment of the external auditor will continue to be the subject of rigorous review each year. Chair of the Committee. 83 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Audit Committee Report The Statutory Audit Services for Large Companies Market Investigation Audit Committee effectiveness An evaluation of the effectiveness of the (Mandatory Use of Competitive Committee in discharging its duties was Tender Processes and Audit conducted internally this year. The Committee Responsibilities) evaluation process was facilitated by the Order 2014 (“CMA Order”). The Group has complied with the CMA Order during 2020. Whistleblowing The Group has in place a whistleblowing Company Secretary and was based on the completion of questionnaires (which included questions to be scored and free text questions) by members of the Committee. The questionnaire was designed to address the key elements of policy which enables employees to report Audit Committee effectiveness which are concerns on matters affecting the Group identified in the 2018 Code, the FRC’s or their employment, without fear of Guidance on Board Effectiveness recrimination. published in July 2019, and the FRC’s Guidance on Audit Committees published Whistleblowing and other compliance in April 2016. The results, once reviewed matters were reviewed by KPMG during by the Company Secretary, were then the year. One recommendation from this discussed with the Committee Chair and review, being the introduction of an tabled at a meeting of the Committee for external independent whistleblowing discussion. The Committee regularly helpline, is being considered. reviews its terms of reference and updates them as necessary to reflect The Committee reviewed the Group’s current best practice, and to ensure that whistleblowing policy and procedures in its approach remains in line with those October 2020 and is satisfied that they terms of reference and the Financial remain appropriate. There were no Reporting Council’s Guidance for Audit instances of whistleblowing during the Committees. The Committee is satisfied year. The key aspects of the review were that it continues to be effective in then discussed at the next meeting of the discharging its duties. full Board. Anti-bribery and corruption policy The Group has a zero-tolerance policy to bribery and corruption. The Group’s Anti-bribery and Corruption policy is Alan Kinnear Audit Committee Chair issued to all employees, and training is 9 March 2021 provided to all current employees and new starters to ensure that they understand the Group’s policy and the importance of compliance. The Committee reviewed the effectiveness of the policy in December 2020 and concluded that it remains an effective tool for managing the anti-bribery and corruption risks faced by the Group. 84 FDM Group (Holdings) plcAnnual Report and Accounts 2020 t e e t t h e t C o m m i t h e C O V I D - 1 9 h a s c o n s i d e r e d T h e A u d i p a n d e m i c h a s h a d o n t h a t t h e w a y F D M h a s i m p a c t t h e i n g o p e r a t e d d u r b o t h p a n d e m i c a n d o n j u d g e m e n t s r e l a t e d k e y a n d e s t i m a t e s Strategic ReportGovernanceFinancial Statements Nomination Committee Report Chair’s introduction Committee composition The Committee is appointed by, and Jacqueline de Rojas (independent Non-Executive Director) was appointed reports to, the Board. Its members as an additional member of the during the year were as follows: Nomination Committee with effect from 1 March 2021, following which the David Lister (Committee Chair) Committee comprised three independent Rod Flavell Non-Executive Directors, the CEO and the Robin Taylor (retired from the Committee Chair (who is also the Board Board on 29 April 2020) Chair). Peter Whiting Michelle Senecal de Fonseca Role of the Nomination Committee The role of the Committee is summarised Provision 17 of the 2018 Code states that below and detailed in full in its terms of a majority of members of the Nomination reference, a copy of which is available Committee should be independent non-executive directors. on the Group’s website (www.fdmgroup.com). Following the retirement of Robin Taylor from the Board on 29 April 2020, the Nomination Committee comprised two independent Non-Executive Directors, the CEO and the Committee Chair (who is also the Board Chair). I am pleased to present the report of the Nomination Committee for the year ended 31 December 2020. The primary role of the Nomination Committee is to lead the process for appointments to the Board, to monitor its composition, diversity and performance, and to plan for orderly succession to the Board and the Group’s senior management team. Alan Kinnear was appointed to the Board on 1 January 2020 following an appointment process which the Committee carried out during 2019, details of which were included in our 2019 Annual Report. The Committee undertook a review of its effectiveness during 2020 and concluded that the Committee continues to operate effectively. Information on the activities of the Committee during the year is set out in this report. 86 FDM Group (Holdings) plc Annual Report and Accounts 2020 The main responsibilities of the Committee are to: Succession planning • The most important ongoing • During 2020 the Committee worked with the Group’s Chief People responsibility of the Committee is to Officer to monitor the • Review the structure, size and oversee the Company’s succession implementation of the formal and composition of the Board and its plans for members of the Board and detailed succession planning Committees including its balance of the senior management team over processes for the Board and senior skills, knowledge, experience and the short, medium and longer term, management teams which had been diversity, and make to ensure that the Board maintains developed during 2019, on the basis recommendations to the Board with the appropriate balance of skills and of our strategic plans for the growth regard to any changes; experience to carry out its work in and development of the Group’s • Lead the process for identifying the most effective way. In particular, business and our expectations of candidates to fill Board vacancies when the opportunity arises for the evolution of the markets in as and when they arise, and refreshment of the Board, the Board which we operate. This succession recommend new appointments bears in mind the need to ensure planning process is closely linked to the Board for approval; that its membership is diverse. In with our separate organisational • Consider succession planning 2018, the Board adopted a new design and talent management for Directors and other senior Board diversity policy to assist in this programme, which was also executives taking into account aim, further details of which are set launched at the beginning of the the challenges and opportunities out on page 72. year and which aims to build a facing the Company, and the • The Board’s primary aim is to make strong talent pipeline for FDM’s skills and experience needed appointments based on objective whole organisation. Good progress on the Board in the future; criteria which ensure that the best was made with the rollout of the • Keep under review the leadership individuals are appointed to each new programmes during the first needs of the Group, both executive Board role. We believe that a Board quarter of 2020, with priorities and non-executive, with a view made up of individuals with a changing as the People Team moved to ensuring that FDM can continue diverse range of personal attributes, to enhance engagement with to compete effectively in the including skills, experience, remote staff during pandemic marketplace; educational and professional lockdowns, and to ensure their • Review the results of the background, gender, race and age, wellbeing. The Committee will Board performance evaluation will contribute to innovation in the continue to monitor the progress of process which impact on Board Board’s thinking and approach – this project carefully during 2021 composition; and and, in turn, will enhance the quality and will review the strengths which • Ensure that Non-Executive Directors of decision-making. are able to allocate sufficient time to their work at FDM to allow them to fulfil their duties. are identified in the talent pipeline and actions which are needed to close any gaps in the pipeline which the process identifies. The Committee will also focus closely on the data arising from the programme which will help to assess diversity in the Group, career progression and attrition. 87 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Nomination Committee Report 2020 Board effectiveness review Our view is that Board evaluation is a The results of the evaluation discussions A summary of the key action points were collated and reviewed by the arising from the 2020 evaluation is as valuable process that provides a regular Chairman and the Company Secretary follows: mechanism by which the Board can and an action plan was subsequently • The Board will further develop its challenge itself to identify any areas presented to the Board which will enable programme of engagement with where its performance can be improved it to address a number of areas where it senior and middle management to enhance the effective and efficient was considered that the Board’s teams, promoting an understanding conduct of Board business, for the effectiveness could be improved, as well throughout the business of the benefit of FDM and all its stakeholders. as recognising the strengths of the work of the Board and its The 2018 Code requires that FTSE 250 Board. The review found that some good committees. By enhancing visibility Companies should arrange for the progress had been made against the and understanding of the Board’s evaluation of the Board to be externally areas which last year’s evaluation had work, the Board will be able to facilitated at least every three years, and identified for further work. In particular: encourage a wider and more diverse our last external evaluation was carried range of talented individuals to out by CK Coombs & Co in 2018. • Positive progress had been made to aspire to senior leadership roles, embed a boardroom dynamic which enhancing the Board’s work on Our evaluation of the Board and its enabled open and constructive talent development and succession Committees was conducted internally challenge and diversity of thoughts planning. This approach will also this year. The evaluation of the main and views, enabling group-think to assist the Board in its approach to Board was facilitated by the Chairman of be avoided; assessing and monitoring FDM’s the Board with support from the • The Board had been successful in culture, and enable Directors to Company Secretary, and was based on a enhancing its focus on matters reinforce the practices and set of formal questions designed to which support the development of behaviours which align most assess the performance of the Board, the Group’s strategy, encouraged closely with the Group’s purpose, including the Chairman and individual partly by the need to respond to the values and strategy; Directors, against the priorities identified COVID-19 crisis, moving away from • The Board will continue to develop during last year’s evaluation, and a an over-emphasis on operational its approach to risk, and will ask the selection of other areas of particular reporting. Examples of this had Audit Committee to undertake a priority to the Board. The questions were been the rapid evolution of the agile review (at the appropriate time) provided to all Board members in pod training concept (see page 40) of the Group’s response to the advance and then formed the basis of a and the development of rapid COVID-19 pandemic. This will formal but open and wide-ranging round- deployment of remote training into enable the Board to identify which table discussion. a strategic review of the Academies responses contributed to FDM’s of the future and how the delivery of successful navigation of the training could be revolutionised. challenges arising, and those areas where lessons could be learned to improve future responses. The Board will examine the procedures which are in place to identify and mitigate emerging risks, with the aim of making them as robust as possible. 88 FDM Group (Holdings) plcAnnual Report and Accounts 2020 The Board intends to review progress against the action plan on an ongoing Independence and effectiveness As recommended by the 2018 Code, all basis through 2021 as we consider the current Directors will be standing for ongoing assessment of effectiveness re-election at the AGM in 2021. Having most likely to support a sustained focus reviewed the independence and on improvement. contribution of the Directors, the Committee confirms that the Each of the Board’s principal Committees performance of each of the Directors evaluated its own effectiveness using a continues to be effective and each similar process, either by the completion demonstrates commitment to their roles, of questionnaires (using both scoring and including independence of judgement, free-text questions) by Committee commitment of time for the Board and members, or the circulation of a list of (where relevant) Committee meetings key questions and topics used as the and their other duties. Accordingly, the basis of a formal discussion, according to Committee has recommended to the the preference of each Committee Chair. Board that all current Directors of the The results of each Committee’s Company be proposed for re-election at evaluation were then presented to the the forthcoming AGM. Board. Peter Whiting, as the Senior Independent Director, led a review of the Chairman of the Board’s performance in discussion with the other Non-Executive Directors. David Lister Chair of the Nomination Committee 9 March 2021 89 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Statement from the Chair of the Remuneration Committee On behalf of the Board, I am pleased to present our Remuneration Report for the year ended 31 December 2020. This report is divided into two sections: the Annual Report on Remuneration which sets out the remuneration earned by Directors in 2020, followed by the Directors’ Remuneration Policy for which shareholder approval will be sought at the 2021 AGM. A description of how the Remuneration Committee proposes to implement the new Policy in 2021 is set out in this statement. In 2020 and the first part of 2021, the Remuneration Committee has needed to address: the new Policy; the Executive Directors’ salaries, which have not been fundamentally reviewed since the Company’s IPO in June 2014 and have not been changed since April 2018; and the impact of the COVID-19 pandemic on Executive Director and wider workforce remuneration. We consulted with shareholders in relation to our approach to each of these matters. We were grateful for the level of engagement we received from the vast majority of those shareholders that we approached, and were pleased that shareholders with whom we spoke were supportive of our approaches to all of these matters. Although the Committee did not formally consult with employees in relation to its proposals on these matters, the Board’s more general engagement with the workforce was carried out far more comprehensively this year than previously, ensuring that the voices of our employees could be heard in the boardroom on the issues which were most important to them (see pages 68 and 69 for further details). Remuneration was not raised as a priority by employees with whom the Board engaged throughout the year. As in prior years, the Committee considered carefully the approach to equity ownership and pay for performance which are key elements of FDM’s culture. These elements run unusually deep through the organisation, tending naturally to produce alignment of executive and wider workforce remuneration with the interests of shareholders. In addition, we have deliberately chosen non-financial annual bonus metrics which can be applied (at a smaller scale) to other managers, and which reflect elements of the bonus targets which will be used for other key teams. As I explain in further detail below, our approach to the outturn of the executive bonus in respect of 2020 entirely reflects FDM’s culture of equitable treatment, ensuring that executive performance was rewarded in a way which mirrored the average bonus experience of the wider workforce. 90 FDM Group (Holdings) plc Annual Report and Accounts 2020 The role of the Committee is to: • Determine the Company’s Remuneration Policy for all Directors and the Chairman; • • • Review and determine remuneration and incentive packages for each of the Company’s Executive Directors and the first layer of senior management below the Board; Operate the Company’s incentive plans in line with the policy report and various plan rules; and Ensure it is kept abreast of issues affecting all aspects of executive remuneration. Details of the attendance at Committee meetings are set out in the Corporate Governance Report on page 66. The full Remuneration Committee terms of reference can be found on the Company’s website. Details of the advisors to the Committee are set out on page 104. New Directors’ Remuneration Policy Our current Directors’ Remuneration Policy was approved by shareholders at the 2018 AGM with over 97% of the votes cast in favour of it. At the 2021 AGM, shareholders will be asked to approve our new Policy, which is intended to apply for a further three-year period. The Remuneration Committee has reviewed the current policy and considers it remains fit for purpose. Therefore, the new Policy is broadly a roll-forward of the current Policy but with updates to reflect governance changes and the formal inclusion in the Policy of changes already made in practice. We also include in the Policy the all-employee Buy-As-You-Earn Plan, in which employees have been able to participate since 2019. The full Policy is set out on pages 105 to 114. In determining the Policy and taking decisions in relation to the remuneration for 2020 and 2021, the Committee had regard to the principles of clarity, simplicity, risk, predictability, proportionality and alignment to culture as set out in the 2018 Code and explained further on page 96. The principal changes to the Policy are summarised in the following table. Information on how the new Policy will be implemented in 2021 is set out later in this statement. Policy element Current Policy New Policy Retirement • Defined contribution • The maximum of up to 3% of salary has been replaced with a benefits scheme or cash allowance. maximum aligned to the pension provision for the wider • Maximum of up to 3% of workforce (which is currently 4%). salary for current Executive • The 15% limit for new Executive Directors has been removed. Directors and up to 15% for new Executive Directors. Annual bonus • Maximum bonus of 150% of salary, with up to 50% earned for on target performance. • • No increase in the maximum opportunity or the proportion earned at threshold. In order to increase flexibility, the new Policy provides that at least 50% of the bonus must be assessed against financial • At least 80% of the bonus is measures. In 2021, consistent with 2020, up to 80% of salary will assessed against financial be based on adjusted PBT, up to 20% of salary on Mountie measures. revenue and up to 20% of salary on non-financial/ strategic • Up to 33% of bonus measures. deferred into shares for two • Increased flexibility has been included as to the amount of any years where an annual bonus deferral (enabling deferral of up to 100% of the bonus). bonus opportunity of more than 100% of salary is awarded. 91 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Policy element Current Policy New Policy PSP • Maximum award of 150% of salary, with 25% vesting at threshold. • • No increase to the maximum opportunity or to the threshold vesting. The Policy formalises the requirement that a two-year holding • The Policy provides that a period will apply to all Executive Directors’ PSP awards, regardless two-year post-vesting of quantum. holding period applies to • The PSP rules adopted at the time of the IPO provide for a any PSP awards granted in maximum award of up to 100% of salary in ordinary excess of 100% of salary. In circumstances and an award of up to 200% of salary in practice, PSP awards exceptional circumstances. In order to align the rules with the granted from 2019 onwards Policy, shareholder approval will be sought at the AGM to have been subject to a two-year post-vesting holding period notwithstanding that they are below 100% of salary. increase the ordinary limit to 150% of salary, with no increase to the exceptional circumstances limit. Buy-As-You- • The BAYE was introduced • The BAYE has been added to the Policy in order that the Executive Earn Plan (“BAYE”) for all employees in 2019 in Directors may also participate in this all-employee share plan. order to broaden the scope This is in line with typical practice and is intended to help and benefits of employee encourage greater levels of participation in the plan amongst the share ownership, which is wider workforce, promoting FDM’s culture of employee fundamental to the shareholding. Company’s culture. The • The principal terms of the BAYE are summarised in the notice of Executive Directors do not AGM, but its key provisions are that: currently participate. • participants can acquire up to £12,000 of shares in respect of any year from their after tax remuneration and subject, ordinarily, to continued employment; • additional “Matching Shares” are awarded on the basis of a one for three match following the end of each of the first, third and fifth years following the year in respect of which the purchased shares were acquired. For example, if 900 shares are purchased by a participant in respect of 2021, they will receive an additional 300 Matching Shares following the end of each of 2022, 2024 and 2026 (giving a total of 900 Matching Shares against the 900 shares purchased in 2021). Shareholding • 200% of salary shareholding requirements requirement during • • No change to the “in employment” requirement. The new Policy formally includes the post-employment employment. shareholding requirement, pursuant to which each Executive • No post-employment Director must retain: requirement is included • until the audit sign-off of the financial statements for the year within the current policy, but as noted in the 2019 Directors’ Remuneration in which Executive Directors leave the business, the number of shares which are subject to the post-cessation policy as are equal to the in-service shareholding guideline; and Report, a post-employment • until the audit sign-off of the financial statements for the requirement has applied since 1 January 2020. following year, such of those shares as are equal to 50% of the in-service shareholding guideline. Shares are subject to the requirement if they are acquired from share plan awards granted after 1 January 2020. Malus and clawback • Malus and clawback • The Policy formally includes as “trigger” events for malus and provisions apply to the annual bonus and LTIP. clawback material corporate failure and serious reputational damage, as referred to in the 2018 Directors’ Remuneration Report. The malus and clawback provisions will also apply to Executive Directors’ BAYE matching shares. 92 FDM Group (Holdings) plcAnnual Report and Accounts 2020 COVID-19 As with all other businesses and society more generally, during 2020 the Company and the Committee have had to address the exceptional and unprecedented impact of COVID-19. The Board provided several updates on the impact on the business of the pandemic throughout 2020. In summary: • • • • • • the Group has not accessed the UK Coronavirus Job Retention Scheme (“furlough”); the Group has not taken any funding from the UK Government (and the majority of the funding we received in APAC was received automatically as part of the Singapore and Hong Kong governments’ responses to the pandemic); rapid implementation of technical solutions enabled a seamless transition to remote recruitment and training; a wage was introduced for signed-off trainees in the UK to help them prior to being placed with clients; despite a significantly increased number of ‘beached’ consultants, COVID-19-related redundancies have been avoided; and while the final dividend in respect of 2019 was cancelled pending clarification of the impact of the pandemic, an interim dividend in respect of 2020 of 18.5 pence per share was paid to shareholders on 4 September 2020, followed by a second interim dividend in respect of 2020 of 13.0 pence per share which was paid on 26 February 2021. The Board now intends to resume its normal dividend policy and timetable and will be recommending a final dividend of 15.0 pence per share in respect of the year to December 2020 for approval by shareholders at our AGM to be held on 28 April 2021. We describe below how the impact of COVID-19 has affected remuneration decisions in 2020. Remuneration decisions in respect of 2020 Salary As we reported last year, no increases were made to Executive Directors’ salaries for 2020. PSP PSP awards were granted in June 2018 vesting by reference to EPS performance over the three years ending 31 December 2020. The threshold vesting level was not achieved and the awards lapsed. Further information is set out on page 99. 2020 bonus For 2020, Executive Directors were able to earn a bonus of up to 120% of salary based on adjusted profit before tax (up to 80% of salary), Mountie revenue (up to 20% of salary) and measures based on employee engagement and satisfaction (up to 10% of salary) and the diversification of our client base (up to 10% of salary). Targets for these metrics were set in March 2020 by reference to a budget prepared at the end of 2019, before the impact of the pandemic and associated lockdowns became apparent. Some of our clients (for example, in the airline industry) have been particularly hard-hit, and whilst the Group overall has not suffered as much as some organisations, the impact has nonetheless been significant. It became clear shortly after the onset of the pandemic that the adjusted profit before tax and Mountie revenue targets would not be hit, although the Board is of the view that the prompt actions of the Executive Team, including the sympathetic treatment of beached Mounties, introduction of salaries for unplaced trainees and the swift implementation of fully online training, played a major part in averting a potentially much more adverse trading outcome. For the high proportion of individuals in the Group below the Board who receive some form of annual bonus, we revised targets prior to the end of Q1 2020 with potential outcomes left unaltered, to ensure the teams remained suitably motivated in the face of the new challenging market conditions. The new targets were designed to be as testing as those they replaced, given the changed market context. However, having regard to shareholder expectations, the bonus targets were not reset for the Executive Directors. The Committee decided to keep the original targets but to retain discretion at year end to adjust the formulaic out-turn, taking into account the shareholder and other stakeholder experience and the overall results delivered for the year. In deciding how to exercise discretion, the Committee has had regard to the following factors: Alignment with wider workforce bonus experience As noted above, bonus targets for the wider workforce were revised downwards with no reduction in the overall opportunity (and some individuals below Board level have maximum bonus opportunities significantly in excess of 120% of salary). The revised targets, which were set prior to the end of the first quarter, were designed to be no less stretching than the original targets (taking into account the changed market context). Further, as noted below, the final outturn for the Executive Directors has been capped by reference to the outturn for the wider workforce. The approach has been determined in the context of the avoidance of redundancies and the introduction of a wage for signed-off trainees, to which we refer above. The broader experience of the wider workforce 93 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report The experience of shareholders The Company’s share price has recovered and at the end of 2020 was higher than at the start of the year. Although the proposed 2019 final dividend was cancelled, dividend payments have now resumed and further information on dividends is shown on the previous page. Alignment with shareholders Notwithstanding that the current Policy only requires the deferral of 16.67% of the bonus into shares, the full amount of the bonus earned by the Executive Directors in respect of 2020 will be deferred for two years. The deferral of the bonus into shares will mean that the Executive Directors’ reward is aligned with the interest of shareholders. The shares subject to a deferred bonus award will be held by a nominee on behalf of the Executive Director in order that the retention of the shares during the deferral period and in respect of any post-employment shareholding requirement can be monitored. Wider stakeholder experience As noted above, the Company has neither accessed the UK Coronavirus Job Retention Scheme (“furlough”) nor taken any funding from the UK Government. The Committee reflected on the appropriate approach for the Executive Directors to reward the contribution of the Executive Team for their leadership and contribution and in respect of the achievements delivered this year, based on principles set out below. • • • The targets concerning employee engagement and satisfaction and client diversification (accounting for 20% of salary in total) were achieved in full, with further information included on pages 98 to 99. The originally set adjusted profit before tax and Mountie revenue targets were not achieved as a result of the exceptional change in circumstances after they were set. Had the adjusted profit before tax and Mountie revenue targets been adjusted to reflect the outlook at the end of the first quarter, they would also have been achieved in full. Notwithstanding this, the Committee does not think it is appropriate to vest Executive Directors’ bonuses in full. Instead, the Committee has capped the Executive Directors’ bonuses at the average outcome for those members of the wider workforce eligible for a bonus. This results in a bonus outturn for the Executive Directors of 78% of salary, which is 65% of their maximum achievable bonus of 120% of salary. As noted above, the full bonus will be deferred into shares for two years. PSP awards granted in 2020 The grant of the 2020 PSP awards was delayed until December 2020 in order that the targets could be set taking into account the extraordinary circumstances in 2020. Given the impact of the pandemic, we set the EPS targets as an absolute value to be achieved in 2022, rather than as a growth target. The Committee considers that the targets set strike an appropriate balance between being achievable, and therefore motivating, but requiring the delivery of a stretching level of performance for maximum vesting. Details of the awards and targets are set out on page 99; the Executive Directors’ awards are subject to a two-year holding period after vesting. Remuneration for 2021 Executive Director salaries The salaries of the Executive Directors have not been fundamentally reviewed since the Company’s IPO in June 2014 and have not been changed since April 2018. The percentage increase in Executive Directors’ salaries since the IPO is significantly lower than that of other senior managers who have been with the Group during the same period. A review has been scheduled for some time so that the resulting changes could be made to coincide with the introduction of the new Policy. Notwithstanding the challenges of the COVID-19 pandemic, the Committee considered that the review should not be further delayed. Since IPO, the scale, complexity and profile of the Group have changed significantly, as indicated below. • Mountie numbers have increased by c.186%, and the number of back-office staff by c.156%. • The Group has developed a truly global footprint, establishing significant local businesses in APAC and materially deepening its presence in the USA. New permanent operational bases have been opened in Leeds, Glasgow, Arlington, Austin, Charlotte, Hong Kong, Singapore and Sydney. The Company is now a constituent of the FTSE 250. The share price has increased by 292% from £2.87 on Admission to £11.24 at the end of 2020. • • In reviewing the salaries, the Committee took into account these significant changes, and also the need to ensure that the salaries remain competitive. Having considered these factors and relevant market data (which illustrated the gap between our Executive Directors’ salaries and current market-competitive rates), the Committee proposed the following salary increase, which will take 94 FDM Group (Holdings) plcAnnual Report and Accounts 2020 effect from 1 April 2021. The salaries remain below lower quartile for the benchmarking group in the case of the CEO and CFO. Given the small sample size and lack of role comparability for the CCO and COO, the benchmark data is less relevant for those roles, but the proposed salaries remain around the lower quartile. The Committee’s view is that the required uplift to restore the salaries to a market competitive level is too significant to achieve in a single year, and so intends to phase the increase over two years. The increases for 2021 are set out below. Executive Director Rod Flavell (CEO) Mike McLaren (CFO) Andy Brown (CCO) Sheila Flavell (COO) 2020 salary £404,250 £288,750 £300,300 £300,300 Salary with effect from 1 April 2021 % increase £460,000 £325,000 £330,000 £330,000 13.8% 12.6% 9.9% 9.9% We intend to implement the second stage of the phased increase in 2022, subject to continued strong performance. This increase is likely to be ahead of the increase for the wider workforce, but lower in percentage terms than the 2021 increases above. We do not expect that these increases will result in the salaries of the CEO or CFO exceeding the lower quartile of the benchmarking group. Annual bonus For 2021 the bonus opportunity will remain up to 120% of salary. Consistent with 2020 up to 80% of salary may be earned based on adjusted PBT, up to 20% of salary based on Mountie revenue, up to 10% of salary based on employee engagement and satisfaction, and up to 10% of salary based on the diversification of our client base. The Committee considers that the targets are commercially sensitive, and they will be disclosed in the 2021 Directors’ Remuneration Report. Approximately 16.7% of any bonus earned will be deferred into shares for two years. PSP The Committee proposes to grant PSP awards in 2021. The performance conditions will continue to be based on EPS and the targets will be disclosed both in the regulatory announcement when the grants are made and in the 2021 Directors’ Remuneration Report. The awards will be subject to a two-year post-vesting holding period. Although the current policy and the proposed Policy permit grants of up to 150% of salary, our practice has been to limit grants to Executive Directors to no more than 100% of salary. Our approach to PSP awards throughout FDM is to determine the size of awards by reference to a number of shares, rather than percentage of base salary. The intention for the Executive Directors’ awards for 2021 is that the number of shares will have a value of around 100% of the lowest Executive Director’s salary. Feedback We aim to be clear and transparent in our approach and we take our responsibility to shareholders seriously. We hope this report will demonstrate how we balance appropriate reward with the delivery of value to shareholders, ensuring that Executive Directors’ remuneration is linked to the achievement of stretching performance measures, without encouraging the taking of unnecessary risk. We offered each of the institutions in our top 20 shareholders the opportunity to meet with David Lister (Board Chair), Mark Heather (Company Secretary) and me to discuss the new Policy and our approach to Executive Directors’ salaries and 2020 bonuses. This led to a successful series of meetings with those shareholders who took up our offer of engagement, and we reflected on comments received when finalising our remuneration proposals. We were encouraged by the level of understanding of the Group and its culture, and the feedback we received indicates that our shareholders also appreciated the discussions and found them useful. We always welcome feedback from shareholders on any aspect of our Directors’ remuneration and will continue to monitor our Directors’ Remuneration Policy to ensure it remains aligned to the business strategy and delivery of shareholder value. Peter Whiting Chair of the Remuneration Committee 9 March 2021 95 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Alignment of the new Policy with the Corporate Governance Code Clarity: remuneration arrangements should be transparent and promote effective engagement with shareholders and the workforce Simplicity: remuneration structures should avoid complexity and their rationale and operation should be easy to understand Risk: remuneration arrangements should ensure reputational and other risks from excessive rewards, and behavioural risks that can arise from target-based incentive plans, are identified and mitigated Predictability: the range of possible values of rewards to individual Directors and other limits or discretions should be identified and explained Proportionality: the link between individual awards, the delivery of strategy and the long-term performance of the Company should be clear. Outcomes should not reward poor performance Alignment to culture: incentive schemes should drive behaviours consistent with the Company’s purpose, values and strategy Our remuneration arrangements are clear and simple, and we fully disclose performance outturns and associated vestings in the Directors’ Remuneration Report. We follow a standard UK listed company approach to Directors’ remuneration with established incentive schemes that operate on a clear and consistent basis. We operate our share plans on a wide basis to broaden the scope and benefits of employee share ownership, which is fundamental to the Company’s culture. Malus and clawback provisions apply to all Executive Director variable remuneration, and have been formally extended within the new Policy to reflect the updated Code. The Committee has discretion to override formulaic vesting outturns in order that any risks associated with targets can be mitigated. Bonus deferral, the holding period for PSP awards and the in-employment and post-employment shareholding requirements mean that Executive Directors’ interests are further aligned with the longer term interests of shareholders. The charts on page 111 show the amounts that may be earned under the Policy by the Executive Directors in 2021. Discretions reserved to the Committee are set out in the Policy. Variable remuneration for Executive Directors is subject to the achievement of performance targets. The Committee has discretion to override formulaic outturns to ensure that poor performance is not rewarded, and delivery of a significant proportion of the variable remuneration in shares means that the overall reward is strongly aligned with the interests of shareholders. The application of strategic measures to part of the annual bonus means that overall reward is linked to the delivery of key strategic measures, in addition to financial performance. Employee share ownership is fundamental to the Company’s culture and reflected by the broad extension of our share plans within the Group’s workforce. Below the main Board, a high proportion of the workforce participates in an annual bonus award. This means that the wider workforce remuneration is also aligned with overall performance, and that members of the wider workforce are also able to benefit from their contribution to the overall success of the Group. As we describe above, our approach to below Board bonuses in 2020 ensured that members of the workforce were rewarded for their contribution in this most exceptional year. We also highlight above other remuneration decisions taken by the Group in the year such as the introduction of a wage for signed-off trainees. 96 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Annual Report on Remuneration Audited Section Audited section of this report comprises only the following sections: • • • • Single figure table Annual bonus for 2020 Long-term incentives vesting in respect of 2020 Payments to former Directors • • • Payments for loss of office Directors’ shareholding and share interests Performance Share Plan awards granted in 2020 Single figure table The table below details the total remuneration receivable by each Director for the financial years ended 31 December 2020 and 31 December 2019. Where necessary, further explanation of the values provided is included in the notes to the table or the additional information that follows it in relation to the 2020 annual bonus and the long-term incentives vesting in respect of 2020. The figures in the single figure table are derived from the following: Salary and fees The total salaries and fees paid in respect of the year. Benefits Value of benefits received in the year, comprising private medical insurance and car allowance. Annual bonus The value of the bonuses earned in respect of the year. Long-term incentives Pension The value of the Executive Directors’ long-term incentives vesting by reference to performance in the relevant year. The cash value of a salary supplement paid to the Executive Director in lieu of company pension contributions to the Company’s defined contribution scheme. No Director participates in a defined benefit pension arrangement in respect of their service with FDM. Executive Directors Rod Flavell Sheila Flavell Mike McLaren Andy Brown 2020 2019 2020 2019 2020 2019 2020 2019 Non-Executive Directors David Lister1 Peter Whiting Robin Taylor3 Michelle Senecal de Fonseca Jacqueline de Rojas2 Alan Kinnear4 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 2020 2019 Salary and fees £000 Benefits £000 Annual bonus £000 Long-term incentives £000 Pension £000 404.3 404.3 300.3 300.3 288.7 288.7 300.3 300.3 170.0 148.8 70.0 70.0 20.0 60.0 50.0 50.0 50.0 12.5 56.7 n/ a 20.5 20.6 13.5 13.7 15.0 15.2 13.7 14.0 – – – – – – – – – – – n/ a 315.3 201.5 234.2 149.6 225.2 143.9 234.2 149.6 – – – – – – – – – – – n/ a – 165.2 – 165.2 – 165.2 – 165.2 – – – – – – – – – – – n/ a 10.4 10.4 7.8 7.8 7.5 7.5 7.8 7.8 – – – – – – – – – – – n/ a Total £000 750.5 802.0 555.8 636.6 536.4 620.5 556.0 636.9 170.0 148.8 70.0 70.0 20.0 60.0 50.0 50.0 50.0 12.5 56.7 n/ a Total fixed £000 Total variable £000 435.2 435.3 321.6 321.8 311.2 311.4 321.8 322.1 – – – – – – – – – – – n/ a 315.3 366.7 234.2 314.8 225.2 309.1 234.2 314.8 – – – – – – – – – – – n/ a 1 David Lister was appointed as Non-Executive Chairman with effect from 5 March 2019. 2 Jacqueline de Rojas was appointed to the Board with effect from 1 October 2019. 3 Robin Taylor retired from the Board with effect from 29 April 2020. 4 Alan Kinnear was appointed to the Board with effect from 1 January 2020 and was appointed Chair of the Audit Committee with effect from 29 April 2020. 97 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Annual bonus for 2020 As described in the Committee Chair’s statement on page 94, each Executive Director earned a bonus of 78% of salary for 2020, out of a maximum of 120% of salary. Details of the performance against the applicable targets is set out below. While the Remuneration Policy permits a payment of 20% of the maximum payable upon achieving a threshold level of performance, the Committee decided not to set such a target. Adjusted profit before tax Mountie revenue Employee engagement and satisfaction Client base diversification Weighting 66.7% (80% of salary) 16.7% (20% of salary) 8.3% (10% of salary) 8.3% (10% of salary) Threshold (20% of maximum payable) n/ a n/ a Target (50% of maximum payable) Stretch (100% of maximum payable) Actual performance £56.5m £58.0m £42.0m £282.2m £286.2m £266.7m 2020 was the first year in which these additional metrics were used. Performance for these two elements was assessed by reference to the achievements delivered in the year relative to the measures, as described below. Strategic measures The achievements in respect of the strategic measures are described below. Strategic measure Achievements Employee engagement Achievement in respect of this measure was based on an assessment by the Committee of a and satisfaction series of surveys taken throughout the year related to employee engagement, and wellbeing in the context of the COVID-19 lockdowns. These surveys, which were a core element of a major expansion to the Group’s programme of employee engagement and support, gathered feedback from Mounties and internal staff about a wide range of topics which proved to be particularly important to the business in the pandemic year. These included: employees’ perceptions of support from management and their connection with the business; their views on the efforts made by management to safeguard the health, safety and wellbeing of staff; and their understanding of the Group’s strategy. The surveys also covered employees’ views of diversity and inclusion at FDM, and asked whether they would recommend FDM to a friend as a place to work. The experience gained from the surveys has led to the development of a data dashboard which is now available to the Executive Team to help them monitor a wide range of information relating to staff. The Committee will use the relevant elements of that data to refine the focus of the bonus metrics which it sets against this strategic measure in 2021. The Executive Team also implemented Yammer, a new group-wide social engagement and collaboration platform for the Group’s teams across all territories as a direct response to feedback from Mounties about how they wanted to engage with each other and subject-matter experts around the Group. The Committee noted that the surveys generated pleasing response rates which increased through the year as management made efforts to raise awareness and encourage participation. Positive scores indicated good levels of engagement and satisfaction with management’s actions, particularly during the pandemic. Responses strongly reflected the Group’s culture of promoting diversity and inclusion. Employees believed management communication and support during the year had been effective and they felt part of a supportive community where they could develop and feel optimistic about their future careers. A significant majority of staff gave scores of 4 or 5 out of 5 when asked whether they would recommend FDM to a friend as a place to work. 98 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Strategic measure Achievements Client base diversification Achievement in respect of this measure was based on the number of Mounties placed in new sectors by reference to the following performance targets. Base Target Deploy 24 Mounties into any one or more of the following four sectors: Telecoms, Retail, Pharmaceuticals and Healthcare. A minimum of ten Mounties must have been deployed in one of the four sectors. Stretch Target Deploy 36 Mounties into any one or more of the four sectors referred to above, with a minimum of twelve Mounties deployed in one of the four sectors. Achievement against these targets was that 91 Mounties were deployed across the four sectors, with 47 in one of the sectors; a more granular description of the outturn is not given as the Committee considers the details to be commercially sensitive. Having regard to the achievements in the year in respect of employee engagement and satisfaction, and that performance against the client base diversification measure significantly exceeded the stretch target, the Committee confirmed that each of these measures was satisfied in full. The Committee, having reflected on the most appropriate way to recognise the Executive Directors’ leadership, contribution and achievements delivered this year, decided to exercise discretion and to award an overall bonus outcome in respect of 2020 which is capped at the average outcome for those members of the wider workforce who are eligible to receive a bonus for the year. The detailed rationale behind this exercise of discretion is set out in the statement from the Committee’s Chair on pages 93 and 94. This results in a bonus outturn for the Executive Directors of 78% of salary, which is 65% of their maximum achievable bonus of 120% of salary. The amounts payable to each Director are £315,315 in the case of Rod Flavell, £234,234 in the case of Sheila Flavell, £225,225 in the case of Mike McLaren, and £234,234 in the case of Andy Brown. The full amount of each bonus will be delivered as a deferred award of shares, vesting after a deferral period of two years. The deferred share awards are not subject to any further performance condition and are subject to the terms of the Policy in relation to continued employment. Long-term incentive awards vesting in respect of 2020 Each Executive Director was granted an award under the Company’s Performance Share Plan on 1 June 2018 over 18,500 shares. Each award was subject to a performance condition based on the compound annual growth in the Company’s Earnings Per Share over the performance period 2018 – 2020 in accordance with the following table. The threshold level of performance was not achieved and the awards lapsed. Compound annual growth in EPS Percentage of the award that will vest 10% p.a. 25% Performance outcome (compound annual growth in adjusted EPS) Vesting outcome Greater than 10% p.a. but less than 15% p.a. Determined on a straight-line basis between 25% and 100% -4.0% 0% 15% p.a. or greater 100% Payment to former Directors During the year, no payments were made to any former Director of the Company. Payment for loss of office During the year, no payments were made in respect of loss of office. 99 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Directors’ shareholding and share interests The Company’s formal shareholding guideline for Executive Directors is that each Executive Director holds shares with a value equal to at least 200% of salary. The current Executive Directors have shareholdings with values significantly in excess of this guideline, reflecting the Company’s historic culture of share ownership and entrepreneurialism. The interests as at 31 December 2020 (or, if earlier, the date of retirement from the Board) were as follows: Ordinary shares as at 31 December 2020 (or, if earlier, date of retirement from the Board) Number 8,291,255 8,291,254 520,728 4,540,801 – 10,453 5,523 – – 5,226 Executive Directors Rod Flavell Sheila Flavell Mike McLaren Andy Brown Non-Executive Directors David Lister Peter Whiting Michelle Senecal de Fonseca Alan Kinnear Jacqueline de Rojas Robin Taylor Ordinary shares value as at 31 December 2020 (or, if earlier, date of retirement from the Board) £0001 Value (x base salary2) 93,194 93,194 5,853 51,039 – 117 62 – – 40 230.5 310.3 20.3 170.0 – 1.7 1.2 – – 2.0 1 Calculated based on the closing share price of 1,124 pence on 31 December 2020 (or, if earlier, date of retirement from the Board). 2 Calculated on base salary and fees at 31 December 2020 (or, if earlier, date of retirement from the Board). There have been no changes in the Directors’ holdings in the share capital of the Company between 31 December 2020 and the date the financial statements were approved. Each Executive Director also holds awards under the Company’s PSP as set out below. Each Executive Director holds the same awards. Date of award 19 April 2017 1 June 20181 17 April 2019 30 December 20203 Number at 1 January 2020 20,000 18,500 29,000 – Granted in 2020 Lapsed in 2020 Exercised in 2020 – – – 29,000 – – – – 20,000 – – – Number at 31 December 2020 – 18,500 29,000 29,000 Status Exercised Lapsed2 Unvested Unvested 1 Each award granted in 2018 was granted as an “Approved PSP” award to take account of potential tax advantages for the participant and Company. Each award consisted of a PSP award over 15,562 shares, a tax qualifying option over 2,938 shares with an exercise price of £10.21 per share and a “Linked Award” which is principally to fund the exercise price of the option. As the Linked Award was principally to fund the exercise price of the tax qualifying option, each award was equivalent to a PSP award over 18,500 shares. 2 The awards granted in 2018 lapsed on 9 March 2021. 3 The details of the awards granted in 2020 are set out below. Performance Share Plan awards granted in 2020 Each Executive Director was granted an award under the Company’s PSP on 30 December 2020 as set out below. Award PSP award Number of shares Exercise price per share Face value of award 29,000 £0.01 £288,347 The face value of the award is calculated by multiplying the number of shares subject to the PSP award (29,000) by £9.943 being the average share price over the three business days preceding approval of the awards by the Committee on 15 December. The awards are subject to a two-year post-vesting holding period. 100 FDM Group (Holdings) plcAnnual Report and Accounts 2020 The awards will vest based on adjusted1 EPS in the final financial year of the three-year performance period (namely 2020, 2021 and 2022), in line with the following schedule: Adjusted1 EPS in the final financial year of the performance period Percentage of the award that will vest 33.7 pence 25% Greater than 33.7 pence but less than 35.0 pence Determined on a straight-line basis between 25% and 100% 35.0 pence or more than 35.0 pence 100% 1 The Committee has discretion to adjust EPS for the purposes of the PSP where it considers it appropriate to do so (for example, to reflect a material acquisition and/ or divestment of a Group business) and to assess performance on a fair and consistent basis from year to year. The extent to which the awards vest will be subject to the Committee’s assessment of the overall financial performance of the Company during the performance period. Final levels of vesting may be reduced should the Committee feel that the calculated levels do not reflect the performance of the Company. Approach to Directors’ remuneration for 2021 Base salary and fees With effect from 1 April 2021, Executive Director salaries will be increased as described in the Chair of the Committee’s statement on pages 94 and 95. We reported in the 2019 Directors’ Remuneration Report that the Non-Executive Directors’ fees (with the exception of the Chairman’s fee) were under review and that any increase was expected to take place during the course of 2020. Given the refocus of the Board’s attention onto business and operational matters arising from the COVID-19 pandemic, that review was not completed during 2020 and no changes to Non-Executive Directors’ fees were made. The review has now resumed and is expected to be completed in the near future, with any changes expected to be implemented during 2021. In 2021, as reported in the 2019 Directors’ Remuneration Report, a review of the Chairman’s fee will also be completed. Annual bonus for 2021 The maximum annual bonus opportunity for all Executive Directors for 2021 is 120% of salary, as set out in the statement from the Chair of the Committee on page 95. Information in relation to the performance measures, weightings and approach to deferral is also set out in that statement. Long-term incentives for 2021 The Committee proposes to grant awards under the PSP in respect of 2021, as discussed in the statement from the Committee Chair. As discussed in that statement the awards will be granted later in 2021 and the performance targets, which will be based on EPS, will be set at that time and disclosed in the regulatory announcement. In line with the new Policy, the Committee will have discretion to reduce the formulaic vesting outturn including in circumstances where it does not reflect overall performance or is not considered appropriate in the context of circumstances that were unexpected or unforeseen at the date of grant. The awards will be subject to a two-year post-vesting “holding period” in line with the previous awards and the new Policy. 101 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Performance graph and historical Chief Executive Officer remuneration outcomes The graph below shows the Company’s Total Shareholder Return (“TSR”) performance since the date of listing compared to the FTSE 250 Index; the FTSE 250 Index was chosen as the Company was a constituent of that index during the year. ) 0 0 1 o t d e s a b e r ( n r u t e R r e d o h e r a h S l l a t o T 400 300 200 100 0 Jun 2014 Sep 2014 Dec 2014 Mar 2015 Jun 2015 Sep 2015 Dec 2015 Mar 2016 Jun 2016 Sep 2016 Dec 2016 Mar 2017 Jun 2017 Sep 2017 Dec 2017 Mar 2018 Jun 2018 Sep 2018 Dec 2018 Mar 2019 Jun 2019 Sep 2019 Dec 2019 Mar 2020 Jun 2020 Sep 2020 Dec 2020 FDM FTSE 250 The table below details the total remuneration, annual bonus and LTIP vesting (as a percentage of the maximum opportunity) for the Chief Executive Officer (“CEO”) for the last ten years. Note that for 2014 this is the remuneration received for the whole of 2014 and so is not directly comparable to the TSR performance chart above, which is for the period from 20 June 2014. Total remuneration (£000) 639.2 686.2 547.7 658.5 668.1 764.5 1,134.1 995.0 802.0 750.5 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Annual bonus as a % of maximum opportunity Long-term incentives as a % of maximum opportunity 100% 100% 68% 55% 82% 100% 80% 58% 50% 65% n/ a n/ a n/ a n/ a n/ a n/ a 100% 100% 100% 0% Change in Directors’ remuneration in relation to the wider workforce The table below shows the percentage change in each Director’s salary/ fees, benefits and annual bonus between the financial years 2019 and 2020. Alan Kinnear has been excluded from the table as he was appointed to the Board during 2020. The applicable regulations require us to show the average change in the same elements of remuneration for the employees of FDM Group (Holdings) plc on a full-time equivalent (“FTE”) basis. FDM Group (Holdings) plc has no employees other than the Directors. Accordingly, in order to provide a meaningful comparison we have shown the change based on a wider workforce comparator group which, consistent with previous years, includes all UK employees other than Mounties. Wider workforce Rod Flavell Sheila Flavell Mike McLaren Andy Brown David Lister1 Peter Whiting Salary/ fees Taxable benefits 7.5% 3.5% 0% 0% 0% 0% 14.2% 0% -0.5% -1.5% -1.3% -2.1% n/ a n/ a Michelle Senecal de Fonseca 0% n/ a Jacqueline de Rojas Alan Kinnear Robin Taylor2 0% 0% 0% n/ a n/ a n/ a Annual bonus -6.8% 56.5% 56.6% 56.5% 56.6% n/ a n/ a n/ a n/ a n/ a n/ a 1 David Lister was appointed Chairman on 5 March 2019. 2 Robin Taylor retired from the Board in 2020. In order to provide a meaningful comparison, his remuneration for 2020 has been annualised. 102 FDM Group (Holdings) plcAnnual Report and Accounts 2020 CEO pay ratio The following table sets out the ratio of the CEO’s total remuneration in respect of the 2020 financial year (taken from the single figure table on page 97) to the 25th percentile, 50th percentile (i.e. the median) and the 75th percentile FTE of the Company’s UK employees. In line with the applicable regulations, the corresponding ratios for 2018 and 2019 are also included. For consistency with the “change in CEO remuneration in relation to the wider workforce” disclosure, the table below also provides the same ratio in respect of the Company’s UK FTE employees excluding Mounties. As outlined above, this reflects the fact that Mounties’ remuneration is not subject to the same annual review process as the rest of the UK workforce. Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio Including Mounties Excluding Mounties Including Mounties Excluding Mounties Including Mounties Excluding Mounties 2018 2019 Option A Option A 2020 Option A 43:1 32:1 28:1 36:1 27:1 29:1 40:1 29:1 22:1 23:1 19:1 19:1 31:1 21:1 17:1 14:1 13:1 14:1 The Company adopted “Option A” in the regulations for the purposes of calculating the pay ratios as it considers this to be the most accurate method. Remuneration for other employees for the purposes of the calculations was as at 31 December in each year. In calculating the ratio for all UK employees in the above table, the Company has determined the total FTE remuneration for all its UK employees for the financial year and has then ranked those employees based on their total FTE remuneration from low to high. The employees whose remuneration places them at the 25th, 50th (median) and 75th percentile points in this ranking have then been identified. Mounties were then excluded and the process repeated to calculate the ratio for all UK employees excluding Mounties. In line with the applicable regulations, we have set out below for the same employee percentiles (and for the CEO) their total remuneration in respect of 2018, 2019 and 2020 and the salary component of that remuneration. Year CEO total remuneration (salary component of total remuneration) 25th percentile employee total remuneration (salary component of total remuneration) Median employee total remuneration (salary component of total remuneration) 75th percentile employee total remuneration (salary component of total remuneration) Including Mounties Excluding Mounties Including Mounties Excluding Mounties Including Mounties Excluding Mounties 2018 2019 2019 £995,000 (£395,100) £801,968 (£404,250) £750,509 (£404,250) £23,015 (£19,500) £27,627 (£25,838) £24,722 (£19,500) £43,596 (£41,349) £32,157 (£23,902) £72,100 (£48,500) £24,911 (£20,000) £29,682 (£24,982) £27,339 (£20,000) £42,150 (£36,000) £37,305 (£20,000) £63,498 (£55,000) £27,210 (£24,750) £26,037 (£25,638) £34,775 (£20,000) £39,089 (£25,000) £44,483 (£49,115) £53,280 (£53,280) The changes in the 2020 pay ratios relative to the 2019 pay ratios are attributable to a change in the remuneration of the CEO and changes in the pay and benefits of the UK employees taken as a whole. These changes include a significant increase in the proportion of Mounties who had completed their first two years with FDM. These Mounties have a higher total remuneration which reflects their increased level of experience. 103 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Spend on pay The following table sets out the percentage change in dividends paid and the overall expenditure on pay (as a whole across the organisation). Total dividends paid1 Overall expenditure on pay to employees 34,113 185,813 34,230 195,055 Year ended 31 December 2019 £000 Year ended 31 December 2020 £000 Percentage change +0.3% +5.0% 1 The dividends for the year ended 31 December 2020 consists of the first interim dividend in respect of 2020 of 18.5 pence per share paid on 4 September 2020 and the second interim dividend in respect of 2020 of 13.0 pence per share which was paid on 26 February 2021. Shareholder approval of our Directors’ Remuneration Policy and Directors’ Remuneration Report The Company’s Directors’ Remuneration Policy was approved at the AGM held on 26 April 2018. The Company’s 2018 Directors’ Remuneration Report was approved at the AGM held on 16 June 2020. The results of the votes are set out below: Resolution Approve the Directors’ Remuneration Policy (2018 AGM) Approve the Directors’ Remuneration Report (2020 AGM) Votes for votes for Votes against votes against % of % of 88,367,484 97.89% 1,905,746 2.11% Votes withheld 0 91,432,157 98.93% 992,671 1.07% 4,671,847 Advisors During the financial year, the Committee received independent advice from Deloitte LLP (“Deloitte”), which was appointed by the Committee, in relation to the Committee’s consideration of matters relating to Directors’ remuneration. Deloitte was appointed in 2014 following a formal tender process. Fees for advice provided to the Remuneration Committee during the year were £19,450. Fees were charged on a time and disbursements basis. Deloitte LLP is a member of the Remuneration Consultants Group and voluntarily operates under its code of conduct in its dealing with the Remuneration Committee. The Remuneration Committee continued to review the appointment of Deloitte LLP and is satisfied that all advice received was objective and independent. Deloitte also provides advice to the Company on the operation of its employee share plans and employee benefit trust. The Chairman, Chief Executive Officer and other members of the executive management attend the Committee by invitation to provide input, but no Executive Director or other member of management is present when his or her own remuneration is discussed. Details of individual attendances by Directors at the Remuneration Committee meetings during 2020 are set out on page 66. 104 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Directors’ Remuneration Policy This part of the Report sets out the Company’s Company Directors’ Remuneration Policy, which, subject to shareholder approval at the 2021 Annual General Meeting, shall take binding effect from the close of that meeting. The Company’s Directors’ Remuneration Policy was most recently approved at the 2018 Annual General Meeting and has applied since the date of that meeting. The new Directors’ Remuneration Policy does not make significant changes to the overall structure of the remuneration package, and continues to reflect our reward strategy of providing competitive remuneration packages that promote the long-term success of the Company. The changes which are now proposed to the Remuneration Policy which was approved at the 2018 Annual General Meeting are described in the Statement from the Chairman of the Remuneration Committee on pages 91 to 92. Executive Directors Purpose and link to strategy Base Salary Core element of fixed remuneration to reflect the individual’s role and experience as part of a broadly market competitive total remuneration package, to enable the Group to recruit and maintain the required skills and expertise to enable it to achieve its strategy. Benefits To provide benefits as part of a broadly market competitive total remuneration. Operation Maximum opportunity Performance measures Salary levels are determined taking into account a range of factors, which may include (but are not limited to): • Underlying Group performance; • The size and scope of the Executive Director’s Whilst there is no maximum salary level, salary increases will normally be within the range of increases awarded to the wider workforce in percentage of salary terms. Not applicable. role and responsibilities; • The Executive Director’s skill, experience and performance; • Salary levels for equivalent roles at other listed companies of a similar size and/ or complexity to the Group; and • Pay and conditions elsewhere in the Group. Salary increases above this level may be awarded in appropriate circumstances including but not limited to: • Where an Executive Director has been promoted or has had a change in scope or responsibility; • To reflect an individual’s development or performance in role (e.g. a newly appointed Executive Director being moved to align with the market over time); or • Where there has been a change in the size and/ or complexity of the business. Such increases may be implemented over such time period as the Committee deems appropriate. Executive Directors receive benefits set at an appropriate level taking into account total remuneration, market practice, the benefits provided to other employees in the Group and individual circumstances. Benefits provided currently include car allowances and private health insurance. Other benefits may be provided based on individual circumstances. These may include, for example, relocation expenses and expatriate allowances. Whilst the Committee has not set an absolute maximum on the level of benefits Executive Directors may receive, the value of benefits is set at a level which the Committee considers to be appropriately positioned taking into account relevant market levels based on the nature and location of the role, the level of benefits provided for other employees in the Group and individual circumstances. Not applicable. Retirement benefits To provide an appropriate level of retirement benefit (or cash allowance equivalent) as part of a broadly market competitive total remuneration package. Executive Directors are eligible to participate in the Company’s defined contribution scheme. In appropriate circumstances, such as where contributions exceed the annual or lifetime allowance, Executive Directors may take a taxable cash supplement instead of contributions to a pension plan. Company pension contribution (or cash allowance equivalent) not exceeding the contribution available to the majority of the workforce (currently 4%). Not applicable. 105 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Purpose and link to strategy Annual bonus Rewards Executive Directors for achieving financial, strategic and/ or individual targets in the relevant year, to provide an incentive for achieving the Group’s strategy. Operation Maximum opportunity Performance measures Performance measures and targets are reviewed annually and pay-out levels are determined by the Committee after the year end based on performance against the targets. The Committee has discretion to amend the pay-out including in circumstances where any formulaic outcome does not reflect the Committee’s assessment of overall performance or is not considered appropriate in the context of circumstances that were unexpected or unforeseen at the start of the relevant year. Ordinarily, up to 33% of the bonus earned will be deferred into an award of shares, which shall be released following the end of a two year deferral period. The Committee may require, or permit the deferral of higher levels of bonus. The Committee may pay the whole of any bonus earned in cash where the deferred amount would otherwise be below £10,000. Deferred bonus awards may take the form of a nil or nominal cost option to acquire the relevant shares following release, or as a requirement to invest the after tax portion of the bonus into shares which must be retained until release. The Committee may award dividend equivalents on deferred amounts to reflect dividends that would have been paid on the deferred award shares over the period to their release; these dividend equivalents may be paid in cash or shares and may assume the reinvestment of dividends into Company shares on such basis as the Committee determines. Recovery Recovery provisions apply as summarised below the table. Maximum bonus opportunity for Executive Directors is 150% of base salary, although for 2021 the opportunity will be limited to 120% of base salary. Performance measures and targets are set annually reflecting the Company’s strategy and aligned with key financial, strategic and/ or individual targets. Subject to the Committee’s discretion to override formulaic outturns, pay-out of up to 20% of maximum for threshold performance (the minimum level of performance resulting in any payment), 50% of maximum for on-target performance and full pay-out for stretch performance. There is ordinarily straight-line vesting between each of the points. At least 50% of the bonus will be assessed against key financial performance measures which may include revenue, pre-tax profit or other key financial performance metrics of the Company. Any balance of the bonus may be assessed against non-financial strategic measures and/ or individual performance. Maximum value of Purchased Shares that may be acquired in respect of any year is £12,000. Not subject to performance measures in line with typical market practice. The maximum ratio of Matching Shares to Purchased Shares is as described in the “Operation” column. Buy As You Earn (“BAYE”) Plan To create staff alignment with the Group and encourage share ownership. Participants may acquire up to £12,000 of shares each year from their after tax remuneration (“Purchased Shares”). Provided the Purchased Shares are retained in the plan and subject, ordinarily, to continued employment, additional “Matching Shares” are awarded on the basis of a 1 for 3 match following the end of each of the first, third and fifth years following the year in respect of which the purchased shares were acquired. For example, if 900 shares are purchased by a participant in respect of 2021, they will receive an additional 300 Matching Shares following the end of each of 2022, 2024 and 2026 (giving a total of 900 Matching Shares against the 900 shares purchased in 2021). Recovery Recovery provisions apply to Matching Shares as summarised below the table. 106 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Purpose and link to strategy Operation Performance Share Plan (“PSP”) To incentivise Executive Directors over the longer term, and to deliver performance-related pay, with a clear line of sight for Executives and direct alignment with shareholders’ interests. Awards under the PSP will typically be granted as a conditional award or the grant of a nil or nominal cost option, in either case vesting subject to the achievement of specified performance conditions, over a period of at least three years. The Committee has discretion to reduce the formulaic vesting outturn including in circumstances where the formulaic outcome does not reflect the Committee’s assessment of overall performance or is not considered appropriate in the context of circumstances that were unexpected or unforeseen at the date of grant. Awards are granted subject to a holding period of two years beginning on the vesting date either on the basis that they will not ordinarily be released (so that the participant is entitled to acquire the shares) until the end of that period or on the basis that the participant is entitled to acquire shares following the assessment of the applicable performance condition but that (other than as regards sales to cover tax liabilities) the award is not released (so that the participant is able to dispose of those shares) until the end of the holding period. The Committee may at its discretion structure awards as APSP awards comprising both an HMRC tax-favoured option granted under the Company Share Option Plan (CSOP) and a PSP award. APSP awards enable an Executive Director and the Company to benefit from HMRC tax-favoured option treatment in respect of part of the award without increasing the pre-tax value delivered to participants. APSP awards would be structured as either: (1) a tax-favoured option and a PSP award, with the vesting of the PSP award scaled back to take account of any gain made on exercise of the tax-favoured option; or (2) a tax favoured option, PSP award over a reduced number of shares and separate PSP award which is to fund the exercise price of the tax-favoured option. Other than to enable the grant of APSP awards, the Company will not grant awards to Executive Directors under the CSOP. Recovery Recovery provisions apply as summarised below the table. Maximum opportunity Performance measures The usual maximum award level under the PSP in respect of any financial year for Executive Directors is awards over shares with a value of 150% of salary. Performance will be assessed against challenging performance targets. The Committee has discretion to grant awards under the PSP in respect of any financial year for Executive Directors up to a maximum of 200% of salary. Performance will be based typically on financial measures including, but not limited to, EPS growth. The Committee may at its discretion structure awards as Approved Performance Share Plan (“APSP”) awards as described in the “Operation” column. Reflecting the interaction between the tax-favoured option and the PSP award, the shares subject to the tax-favoured option are not taken into account when assessing these limits in order to avoid double counting. Awards (other than, in accordance with the requirements of the applicable tax legislation, any tax-favoured option granted as part of an APSP award) will also be subject to a financial underpin such that PSP awards will only vest if the Committee is satisfied with the overall performance of the Company. Performance measures (and their weighting where there is more than one measure) are reviewed annually to maintain appropriateness and relevance. For threshold performance up to 25% of the award will vest, rising to 100% of the award vesting for maximum performance, typically with straight-line vesting in between. Below threshold performance, the award will not vest. Where a tax-favoured option is granted as part of an APSP award, the same performance conditions will apply to the tax-favoured option as apply to the PSP award. 107 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Information supporting the policy table Explanation of performance measures chosen Performance measures for the annual bonus and PSP awards which reflect the Company’s strategy are selected. Stretching performance targets are set each year by the Committee taking into account a number of different factors. The annual bonus can be assessed against financial, strategic and/ or individual targets determined by the Committee with at least 50% subject to key financial targets. The Committee considers financial measures like profit before tax and revenue to be important performance metrics because they encourage behaviours that facilitate profitable growth and the successful future strategic development of the business. Strategic measures will be aligned to the Company’s strategy in order that Executive Directors are appropriately rewarded for taking decisions which reflect the overall direction of the Group. Long-term performance measures are chosen by the Committee to provide a robust and transparent basis on which to measure the Company’s performance over the longer term and to provide alignment with the business strategy. They are selected to be aligned with the interests of shareholders and to drive business performance. Currently EPS performance is considered to be a key measure of success as it encapsulates the outcomes of many of the strategic drivers of the business, and helps align management incentives with growth in shareholder value. The Committee retains the discretion to adjust or set different performance measures or targets where it considers it appropriate to do so (for example, to reflect a change in strategy, a material acquisition and/ or a divestment of a Group business or a change in prevailing market conditions) and to assess performance on a fair and consistent basis from year to year. Operation of the Company’s share plans The PSP, BAYE and deferred bonus plan will be operated by the Committee in accordance with their rules, including the ability to adjust the number of shares subject to awards in the event of a variation of share capital, demerger, delisting, special dividend, rights issue or other event which may, in the opinion of the Committee, affect the current or future value of shares. At the discretion of the Committee, awards under the PSP, BAYE and deferred bonus plan may be settled in cash (or granted as a cash award over a notional number of shares). However, the Committee would only settle or grant an Executive Director’s award in cash where the particular circumstances made that appropriate – for example in the event of a regulatory restriction on the delivery of shares, or in respect of the tax arising on the vesting or release of the award. Shareholding guidelines To align the interests of Executive Directors with those of shareholders, the Committee has adopted shareholding guidelines which apply in employment and after cessation of employment. In employment Executive Directors are required to retain half of any shares acquired under the PSP and any deferred bonus award (after sales to cover tax) until such time as their holding has a value equal to 200% of salary. Shares subject to PSP awards which have vested but not been released, shares subject to released PSP awards which have not been exercised, and shares subject to deferred bonus awards count towards the guideline on a net of assumed tax basis. After cessation of employment Shares are subject to this requirement only if they are acquired from share plan awards (PSP, BAYE Matching Shares and deferred bonuses) granted after 1 January 2020. The Executive Director must retain: (a) until the audit sign-off of the financial statements for the year in which they leave the business, such of those shares as are subject to this requirement as have a value equal to the in-employment guideline; and (b) until the audit sign-off of the financial statements for the following year, such of those shares as have a value equal to 50% of the in-employment guideline, or in either case and if fewer, all of those shares. The vesting of relevant share awards granted from 1 January 2020 onwards will be conditional upon the Executive Director agreeing to the shares being held in a nominee arrangement to enable the effective monitoring and implementation of this policy. 108 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Recovery Annual bonus For up to three years following the payment of the non-deferred part of an annual bonus award, the Committee may require the repayment of some or the entire cash award paid (or may cancel or reduce any deferred share award or require the forfeiture of shares acquired pursuant to a deferred share award) in the event of fraud, dishonesty leading to a material misstatement of financial results, serious reputational damage, or material corporate failure. PSP and BAYE At the discretion of the Committee, unvested PSP awards and unvested BAYE matching awards may be reduced, cancelled or have further conditions imposed in certain circumstances including (but not limited to): • • • • A material misstatement of the Company’s audited financial results; A material failure of risk management by the Company or any subsidiary company within the Group; A material miscalculation of any performance measure; Serious reputational damage; or • Material corporate failure. For up to three years following the vesting of an award, the Committee may require the repayment (which may be effected by the cancellation or forfeiture of a vested but unreleased PSP award) of some or the entire award in the event of fraud, dishonesty leading to a material misstatement of financial results, serious reputational damage, or material corporate failure. Early vesting of awards PSP In the event of a change of control of the Company or other relevant corporate event (such as a demerger, delisting, special dividend or other event which may affect the value of an award), unvested awards under the PSP may vest in accordance with the rules of the PSP and vested but unreleased awards will be released. The Committee shall determine the extent to which an unvested award vests taking into account the extent to which the relevant performance condition has been satisfied; such vesting would ordinarily be on a time pro rata basis although the Committee has discretion not to apply time prorating. Deferred bonus plan In the event of a change of control of the Company or other relevant corporate event (such as a demerger, delisting, special dividend or other event which may affect the value of an award), deferred bonus awards will vest in full. BAYE awards In the event of change of control of the Company or other relevant corporate event (such as a demerger, delisting, special dividend or other event which may affect the value of an award), Matching Shares related to Purchased Shares acquired in respect of a completed year will vest. Other Matching Shares will lapse, unless the Committee determines otherwise. Cessation of employment The treatment of PSP awards, deferred bonus awards and BAYE awards on cessation of employment is described on pages 113 to 114. 109 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Non-Executive Directors Purpose and link to strategy Operation Other items To enable the Company to The Chairman is paid a basic Chairman fee and Non-Executive Directors may be attract and retain Non-Executive additional fees for chairmanship of any Board eligible to be reimbursed travel and Directors of the required calibre committees. by offering market competitive subsistence costs incurred in the performance of their duties and to rates. Non-Executive Directors receive a basic fee and receive other benefits relevant to the additional fees for chairmanship of any Board performance of their roles. committees or for other responsibilities or time commitments. The Non-Executive Directors do not participate in the Company’s annual The Chairman’s fee is determined by the bonus, share plans or pension Remuneration Committee and the fees of the other schemes or other benefit in kind Non-Executive Directors are determined by the Board. arrangements. Fees are based on the time commitment and contribution expected for the role and the level of fees paid to Non-Executive Directors serving on the board of similar-sized UK listed companies. Overall fees paid to Non-Executive Directors will remain within the limit set by the Company’s Articles of Association from time to time. Illustration of the application of remuneration policy The following charts set out for each Executive Director an illustration of the application for 2021 of the remuneration policy set out above. The charts show the split of remuneration between fixed pay (base salary, taxable benefits and pension), annual bonus and PSP on the basis of minimum remuneration, remuneration receivable for performance in line with the Company’s expectations, maximum remuneration, and maximum remuneration assuming a 50% increase in the share price in the case of the PSP. Having regard to FDM’s approach to the determination of the number of shares subject to PSP awards as discussed on page 95, these charts assume, for simplicity, a grant of 100% of salary. No dividends or dividend equivalents are taken into account in the calculations of the values in the charts. The BAYE is not taken into account for the purposes of these illustrations as the level of benefit will depend upon the Executive Director’s decision as to the acquisition of Purchased Shares. In illustrating the potential reward, the following assumptions have been made: Minimum performance Performance below plan approved by the Board. Fixed pay Annual bonus No bonus PSP No PSP vesting Performance in line with Fixed elements of 50% of maximum awarded 25% of maximum awarded expectations Performance in line with plan remuneration only: (equivalent to 60% of salary) (equivalent to 25% of salary) approved by the Board. • Base salary applying from Maximum performance Performance meets stretch 1 April 2021, as referred to on pages 94 and 95; 100% of maximum awarded 100% of maximum awarded (equivalent to 120% of salary) (equivalent to 100% of salary) target approved by the Board. • Taxable benefits as Maximum performance plus share price appreciation Performance meets stretch target approved by the Board and for the purposes of the PSP element there is an assumed 50% increase in the share price. disclosed in the single figure table on page 97 for the year ended 31 December 2020; and • Pension assuming an employer contribution of 4% of salary. 110 100% of maximum awarded 100% of maximum awarded (equivalent to 120% of salary) (equivalent to 100% of salary) and an assumed 50% increase in the share price to vesting FDM Group (Holdings) plcAnnual Report and Accounts 2020 Rod Flavell ) 0 0 0 £ ( n o i t a r e n u m e R l a t o T £2,000 £1,800 £1,600 £1,400 £1,200 £1,000 £800 £600 £400 £200 £0 Shelia Flavell £1,511k 30% 37% £1,741k 39% 32% 33% 29% £890k 13% 31% 56% £499k 100% Minimum performance Performance in line with expectations Maximum performance Maximum performance plus share price appreciation ) 0 0 0 £ ( n o i t a r e n u m e R l a t o T £2,000 £1,800 £1,600 £1,400 £1,200 £1,000 £800 £600 £400 £200 £0 £637k 13% 31% 56% £357k 100% £1,083k 30% 37% 33% £1,248k 39% 32% 29% Minimum performance Performance in line with expectations Maximum performance Maximum performance plus share price appreciation Mike McLaren Andy Brown ) 0 0 0 £ ( n o i t a r e n u m e R l a t o T £2,000 £1,800 £1,600 £1,400 £1,200 £1,000 £800 £600 £400 £200 £0 £1,068k £1,231k £629k 13% 31% 56% 30% 37% 33% £353k 100% 39% 32% 29% Minimum performance Performance in line with expectations Maximum performance Maximum performance plus share price appreciation ) 0 0 0 £ ( n o i t a r e n u m e R l a t o T £2,000 £1,800 £1,600 £1,400 £1,200 £1,000 £800 £600 £400 £200 £0 £637k 13% 31% 56% £357k 100% £1,083k 30% 37% 33% £1,248k 39% 32% 29% Minimum performance Performance in line with expectations Maximum performance Maximum performance plus share price appreciation Fixed pay Bonus PSP Policy for the remuneration of employees more generally The Group aims to provide a remuneration package that is competitive in an employee’s country of employment and which is appropriate to promote the long-term success of the Group. The Group intends to apply this policy fairly and consistently and does not intend to pay more than is necessary to attract and motivate staff. In respect of Executive Directors, a greater proportion of the remuneration package is “at risk” and determined by reference to performance conditions. Executive Directors and other employees are eligible to participate in the BAYE on the same basis. Approach to recruitment remuneration When hiring a new Executive Director, the Committee will seek to align the remuneration package with the above policy. When determining appropriate remuneration arrangements, the Committee may include other elements of pay which it considers are appropriate and necessary to recruit and retain the individual. However, this discretion is capped and is subject to the limits referred to below: • Base salary will be set at a level appropriate to the role and the experience of the Director being appointed. This may include agreement on future increases up to a market rate, in line with increased experience and/ or responsibilities, subject to good • • performance, where it is considered appropriate; Benefits and pension will only be provided in line with the above policy; The Committee will not offer non-performance related incentive payments (for example a “guaranteed sign-on bonus” or “golden hello”), although a newly appointed Executive Director will be eligible to participate in the BAYE on the same basis as other Executive Directors and employees; • Other elements may be included in the following circumstances: • • • An interim appointment being made to fill an Executive Director role on a short-term basis; If exceptional circumstances require that the Chairman or a Non-Executive Director takes on an executive function on a short-term basis; If an Executive Director is recruited at a time in the year when it would be inappropriate to provide a bonus or long-term incentive award for that year as there would not be sufficient time to assess performance. Subject to the limit on variable remuneration set out below, the quantum in respect of the months employed during the year may be transferred to the subsequent year so that reward is provided on a fair and appropriate basis; or • If the Director will be required to relocate in order to take up the position, it is the Company’s policy to allow reasonable relocation, travel and subsistence payments. Any such payments will be at the discretion of the Committee; 111 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report • The Committee may also alter the performance measures, performance period, vesting period and holding period of the annual bonus or PSP and the proportion of any annual bonus that must be deferred, if the Committee determines that the circumstances of the recruitment merit such alteration. The rationale of any such alterations will be clearly explained in the next Directors’ Remuneration Report; and • The maximum level of variable remuneration which may be granted (excluding buyout awards as referred to below) is 350% of salary, in line with the Policy table set out on pages 105 to 107, plus any participation in the BAYE in line with the Policy table. The Committee may make payments or awards in respect of hiring an employee to buy out remuneration arrangements forfeited on leaving a previous employer. In doing so, the Committee will take account of relevant factors including any performance conditions attached to the forfeited arrangements and the time over which they would have vested or been paid. The Committee will generally seek to structure buyout awards or payments on a comparable basis to the remuneration arrangements forfeited. Any such payments or awards are excluded from the maximum level of variable remuneration referred to above. Buyout awards will ordinarily be granted on the basis that they are subject to forfeiture or ‘clawback’ in the event of departure within twelve months of joining the Company, although the Committee will retain discretion not to apply forfeiture or clawback in appropriate circumstances. Any share awards referred to in this section will be granted as far as possible under the Company’s existing share plans. If necessary and subject to the limits referred to above, recruitment awards may be granted outside of these plans. Where a position is filled internally, any ongoing remuneration obligations or outstanding variable pay elements shall be allowed to continue in accordance with their terms. Fees payable to a newly appointed Chairman or Non-Executive Director will be in line with the policy in place at the time of appointment. Letters of appointment for the Directors are available for inspection by shareholders at each AGM and during normal business hours at the Company’s registered office. Service contracts FDM’s policy is that Executive Directors’ service agreements should have a notice period of up to 12 months, and each Executive Director has a service contract which may be terminated by the Company or Director by giving twelve months’ notice. Each Non- Executive Director has a letter of appointment with the Company which may be terminated by the Company or Director by giving three months’ notice. Details of the Directors’ service contracts (or letter of appointment in the case of a Non-Executive Director), notice periods and, where applicable, expiry dates are set out below: Commencement Expiry Notice period – – – – – – – – – 12 months 12 months 12 months 12 months 3 months 3 months 3 months 3 months 3 months Name Rod Flavell Sheila Flavell Mike McLaren Andy Brown Peter Whiting 20 June 2014 20 June 2014 20 June 2014 20 June 2014 20 June 2014 Michelle Senecal de Fonseca 15 January 2016 David Lister Jacqueline de Rojas Alan Kinnear 9 March 2016 1 October 2019 1 January 2020 112 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Payments for loss of office The principles on which the determination of payments for loss of office will be approached are set out below: Payment in lieu of notice Each Executive Director’s service contract contains provision for payment in lieu of notice at the discretion of the Company. Such payment would consist of basic salary plus pension and benefits only for the notice period (or the balance of the notice period if relevant) together with any accrued but untaken holiday pay entitlement. Alternatively, benefits may continue to be provided for the duration of the notice period that would otherwise have applied. Annual bonus This will be at the discretion of the Committee on an individual basis and the decision as to whether or not to award a bonus in full or in part will be dependent on a number of factors, including the circumstances of the individual’s departure and their contribution to the business during the bonus period in question. Any bonus amounts paid will be prorated for time in service during the bonus period and will be paid at the usual time (although the Committee retains discretion to pay the bonus earlier in appropriate circumstances). Where bonus deferral would otherwise apply, the Committee may permit the payment of the whole bonus for the year of departure and previous year in cash. Deferred bonus awards will continue (other than in the case of summary dismissal, or resignation to join or establish a competing business in which case they will lapse/ be forfeited) and will typically be released at the ordinary release date, although the Committee retains discretion to release the award at cessation or at some other date prior to the ordinary release date; release would be of the full award, unless the Committee decided to apply a time-based reduction to reflect the proportion of the deferral period served. PSP The extent to which any unvested award will vest and be released will be determined in accordance with the rules of the PSP. Unvested awards will normally lapse on cessation of employment. However, the Committee may, in its absolute discretion, determine that on cessation of employment an award that has not yet vested will vest and be released at cessation or at the normal release date (or at some other time between those dates). In either case, the extent of vesting will be determined by the Committee taking into account the extent to which the performance condition is satisfied and, unless the Committee determines otherwise, the period of time elapsed from the date of grant to the date of cessation as a proportion of the vesting period. Awards may then be exercised during such period as the Committee determines. If an award has vested but not been released (i.e. if it is in a holding period), that award will: • • lapse/ be forfeited if cessation is due to summary dismissal; and be released at the ordinary release date if cessation is for any other reason. The Committee retains discretion to release the award at cessation or at some other date prior to the ordinary release date. Awards will be released to the extent they vested by reference to the performance conditions. If an award has vested and, where relevant, been released prior to an individual’s cessation of employment, the Committee may, in its absolute discretion, allow the award to be exercised for such period as the Committee determines. BAYE If a participant leaves due to death, ill-health, disability or any other reason at the Committee’s discretion, Matching Shares related to Purchased Shares acquired in respect of a completed year will vest at the originally anticipated vesting date, unless the Committee decides that they should vest at the date of cessation or some other time. Other Matching Shares will lapse, unless the Committee determines otherwise. Purchased Shares are not forfeit on cessation of employment for any reason. Other payments In appropriate circumstances, payments may also be made in respect of outplacement and legal/ other professional advisor fees. Where a buyout award is made, the leaver provisions would be determined at the time of the award. The Committee reserves the right to make additional exit payments where such payments are made in good faith in discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement or compromise of any claim arising in connection with the termination of a Director’s office or employment. 113 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Remuneration Report Existing contractual arrangements The Committee retains discretion to make any remuneration payment or payment for loss of office outside the policy in this report: • Where the terms of the payment were agreed before the policy came into effect, provided that, in the case of a payment agreed after 30 April 2015 it is consistent with the Directors’ Remuneration Policy applying at the date it was agreed; • Where the terms of the payment were agreed at a time when the relevant individual was not a Director of the Company (or other person to whom the policy applies) and, in the opinion of the Committee, the payment was not in consideration of the individual becoming a Director of the Company (or other such person); • Under legacy remuneration arrangements. For these purposes, “payments” includes the satisfaction of awards of variable remuneration and, in relation to an award over shares, the terms of the payment are agreed at the time the award is granted. Statement of consideration of employment conditions elsewhere in the Company The Committee generally considers pay and employment conditions elsewhere in the Company when considering the Directors’ remuneration. When considering base salary increases, the Committee reviews overall levels of base pay increases offered to other employees. Employees are not actively consulted on Directors’ remuneration. Employee share ownership is fundamental to the Company’s culture and is reflected in the wide participation in our share incentive plans. Statement of consideration of shareholder views The Committee is committed to an ongoing dialogue with shareholders and welcomes feedback on the Directors’ remuneration. The Committee consulted with the Company’s largest shareholders in respect of the development of this Policy (as referred to in further detail on page 95). Approval This Report was approved by the Board on 9 March 2020 and signed on its behalf by: Peter Whiting Chair of the Remuneration Committee 9 March 2021 114 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Directors’ Report The Directors present the Directors’ Report and audited Consolidated Financial Statements of FDM Group (Holdings) plc for the year ended 31 December 2020. Principal activities, business review and future developments The Group is a global professional services provider with a focus on Information Technology. The Group’s principal business activities involve recruiting, training and deploying its own permanent IT and business consultants to clients, either on site or remotely. The Strategic Report on pages 2 to 55 provides a review of the Group’s performance during the financial year as well as its future prospects. Results and dividends The Group reported a profit after tax for the year of £30.8 million (2019: £40.6 million). Results for the year are set out in the Consolidated Income Statement on page 130. The Directors propose a final dividend of 15 pence per share for the year to 31 December 2020. Subject to shareholder approval, this dividend will be paid on 4 June 2021 to shareholders of record on 14 May 2021. An interim dividend of 18.5 pence per share was declared by the Directors on 28 July 2020 and was paid on 4 September 2020 to holders of record on 7 August 2020. The Board declared a second interim dividend of 13.0 pence per ordinary share on 27 January 2021, which was paid to shareholders on 26 February 2021 on the register on 5 February 2021. Directors The Directors of the Company who were in office during the year and up to the date of signing the financial statements unless otherwise stated, were: David Lister Roderick Flavell Sheila Flavell Michael McLaren Andrew Brown Peter Whiting Robin Taylor Michelle Senecal de Fonseca Jacqueline de Rojas Alan Kinnear Non-Executive Chairman Chief Executive Officer Chief Operating Officer Chief Financial Officer Chief Commercial Officer Non-Executive Director Non-Executive Director (resigned 29 April 2020) Non-Executive Director Non-Executive Director Non-Executive Director (appointed 1 January 2020) The biographies of the currently serving Directors are provided on pages 59 to 61. Director share interests Details of the interests of Directors in the shares of the Company are provided on page 100. Director long-term incentive schemes For the purposes of the UK Listing Authority Listing Rules section 9.8.4C R, details of the Group’s long-term incentive schemes are disclosed in the Remuneration Report starting on page 90. All other information required to be disclosed by Listing Rule section 9.8.4 R is not applicable for the year under review. 115 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Directors’ Report Directors’ indemnity and liability insurance As permitted by the Articles of Association, the Directors have the benefit of an indemnity which is a qualifying third party indemnity provision as defined by Section 234 of the Companies Act. The indemnity was in force throughout the last financial year and is currently in force. The Company also purchased and maintained throughout the financial year Directors’ and Officers’ liability insurance in respect of itself and its Directors. Risk management objectives and policies The Group through its operations is exposed to a number of risks. Details of the Group’s financial risk management objectives and policies are set out in note 28 to the Consolidated Financial Statements. The principal risks that the Group faces are set out on pages 30 to 37 of the Strategic Report. Controls in place over consolidation of financial results The Group’s Consolidated Financial Statements are prepared by the Group’s Finance team. The team is based in one central location, where all the individual entity general ledgers are also maintained. The consolidation process involves preparation and separate reviews of the results by qualified and experienced finance staff. Corporate governance For details of the Corporate Governance Report see page 62. The Corporate Responsibility report, on pages 38 to 54, includes information about the Group’s employment policies and greenhouse gas emissions. The Corporate Responsibility report also includes information on the steps taken by the Group to ensure that slavery and human trafficking are not taking place within the Group’s business, in line with the Modern Slavery Act 2015. Branches outside the UK The Group operates branches in France, Denmark and Spain. Substantial shareholders As at 31 December 2020 and as at 4 March 2021, the Company had been advised, in accordance with the Disclosure and Transparency Rules of the Financial Conduct Authority, of the following notifiable interests (whether directly or indirectly held) in 3% As at 31 December 2020 As at 4 March 2021 Direct/ indirect interest Number of shares % of issued share capital Number of shares % of issued share capital 8,291,255 8,291,254 6,519,230 5,491,747 5,461,105 5,435,803 5,314,856 5,210,213 4,540,801 3,314,175 7.6% 7.6% 6.0% 5.0% 5.0% 5.0% 4.9% 4.8% 4.2% 3.0% 8,291,255 8,291,254 6,519,230 5,491,747 5,461,105 5,435,803 5,314,856 5,210,213 4,540,801 3,314,175 7.6% 7.6% 6.0% 5.0% 5.0% 5.0% 4.9% 4.8% 4.2% 3.0% or more of its voting rights: Substantial shareholder Rod Flavell Sheila Flavell Standard Life Investments Direct Direct Indirect Indirect Indirect Indirect Artemis Investment Management Baillie Gifford & Co Majedie Asset Management Ameriprise Financial, Inc. and its group Direct and indirect BlackRock Andy Brown Kayne Anderson Rudnick Investment Management, LLC Indirect Direct Direct 116 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Political donations The Group made no political donations in the year (2019: £nil). Going concern The Group’s business activities, together with the factors that are likely to affect its future development, performance and position are summarised in the Strategic Report. The principal risks, uncertainties and risk management processes are also described in the Strategic Report. The Group’s continued and forecast global growth, positive operating cash flow and liquidity position, together with its distinctive business model and infrastructure, enable the Group to manage its business risks successfully. The Group’s forecasts and projections show that it will continue to operate with adequate cash resources. The Directors therefore have a reasonable expectation that the Company and the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis for preparing the financial statements. UK Streamlined Energy and Carbon Reporting (“SECR”) In accordance with SECR requirements, a summary of UK and worldwide energy consumption and emissions for 2020 and 2019 is presented on page 51. Details of the Group’s compliance with legislation relating to greenhouse gas emissions reporting are set out on pages 49 to 50 and in the Corporate Responsibility report. Employee engagement How the Directors have engaged with employees and have regard to their interests are detailed on pages 68 and 69. We use a number of methods to consult our employees regularly so that their views can be taken into account in making decisions that are likely to affect their interests, and we encourage our staff to become involved in FDM Group’s performance through our discretionary Performance Share Plan and our all-employee Buy As You Earn share plan. Further information on these initiatives to engage with our employees is set out on page 44 of the Corporate Responsibility report. Engagement with other stakeholders Information on the Directors’ engagement with other stakeholders can be found on pages 67 to 70. Employee information Information on the Group’s employee policies is included on pages 45 and 47 in the Corporate Responsibility report. Information on the Group’s policies in respect of persons that become disabled during their employment, and the training, career development and promotion of disabled persons, is set out on page 45 in the Corporate Responsibility report. Capital structure The Group’s capital structure is detailed in note 22 to the Consolidated Financial Statements. During 2020 the number of ordinary shares in issue increased from 109,186,739 at 1 January 2020 to 109,191,669 at 31 December 2020. Investment in own shares During the AGM held on 25 April 2020, the shareholders approved that up to 10% of the Company’s shares could be purchased by the Company and held as own shares, renewing the authority agreed on 26 April 2019. The authority expires at the conclusion of the Company’s next Annual General Meeting after the passing of this resolution or, if earlier, at 23:59 on 31 May 2021. During 2020, the FDM Group Employee Benefit Trust was established to purchase shares sold by option holders upon exercise of options under the FDM Performance Share Plan. The Group accounts for its own shares held by the Trustee of the FDM Group Employee Benefit Trust as a deduction from shareholders’ funds. 117 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Directors’ Report Change of control The Group has agreements in place with certain of its banking customers that give the bank the right to terminate the contract on a change of control following a takeover bid for the Group. The Group has no agreements with employees or Directors that provide for compensation for loss of office or employment that occurs resulting from a takeover bid. The Group knows of no agreements under which holders of securities in the Company may restrict votes or transfers in the Company’s shares. Post balance sheet events Details of post balance sheet events are included in note 29 of the Consolidated Financial Statements. Related party transactions The Group’s related party transactions are detailed in note 27 to the Consolidated Financial Statements. Independent auditors In accordance with Section 487 of the Companies Act, a resolution for the reappointment of PricewaterhouseCoopers LLP as auditors of the Company is to be proposed at the forthcoming Annual General Meeting. Statement of Directors’ responsibilities in respect of the financial statements The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and Company financial statements in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union. Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group for that period. In preparing the financial statements, the Directors are required to: • • select suitable accounting policies and then apply them consistently; state whether applicable IFRSs as adopted by European Union have been followed, subject to any material departures disclosed and explained in the financial statements; • make judgements and accounting estimates that are reasonable and prudent; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Company will continue in business. The Directors are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 118 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Directors’ confirmations The Directors consider that the 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 and Company’s position and performance, business model and strategy. Each of the Directors, whose names and functions are listed in the Directors’ Report confirm that, to the best of their knowledge: • the Group and Company financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group and profit of the Company; and • the Strategic Report contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Group and Company, together with a description of the principal risks and uncertainties that it faces. In the case of each Director in office at the date the Directors’ Report is approved: • • so far as the Director is aware, there is no relevant audit information of which the Group and Company’s auditors are unaware; and they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the Group and Company’s auditors are aware of that information. The Directors’ Report has been approved by the Board of Directors of FDM Group (Holdings) plc on 9 March 2021 and signed on its behalf by: Rod Flavell Chief Executive Officer 9 March 2021 Mike McLaren Chief Financial Officer 9 March 2021 119 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 s t n e m e t a t S l a i c n a n i F 120 FDM Group (Holdings) plc Annual Report and Accounts 2020 Financial Statements 122 Independent auditors’ report to the members of FDM Group (Holdings) plc Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Cash Flows Consolidated Statement of Changes in Equity Notes to the Consolidated Financial Statements Parent Company Statement of Financial Position Parent Company Statement of Cash Flows Parent Company Statement of Changes in Equity Notes to the Parent Company Financial Statements Shareholder Information 130 131 132 133 134 135 158 159 160 161 165 Strategic Report Governance Financial Statements Independent auditors’ report to the members of FDM Group (Holdings) plc Report on the audit of the financial statements Opinion In our opinion, FDM Group (Holdings) plc’s group financial statements and company financial statements (the “financial statements”): • give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2020 and of the group’s profit and the group’s and company’s cash flows for the year then ended; • have been properly prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006; and • have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Parent Company Statements of Financial Position as at 31 December 2020; the Consolidated Income Statement and Consolidated Statement of Comprehensive Income, the Consolidated and Parent Company Statements of Cash Flows, and the Consolidated and Parent Company Statements of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the significant accounting policies. Our opinion is consistent with our reporting to the Audit Committee. Separate opinion in relation to international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union As explained in note 3 to the group financial statements, the group, in addition to applying international accounting standards in conformity with the requirements of the Companies Act 2006, has also applied international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. In our opinion, the group financial statements have been properly prepared in accordance with international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided to the group. Other than those disclosed in note 8 to the financial statements, we have provided no non-audit services to the group in the period under audit. 122 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Our audit approach Overview Audit scope • The group financial statements are a consolidation of 17 reporting units • We performed full scope audits of the UK, USA and Canadian reporting units • We also audited property leases and the associated property, plant and equipment in the Australian reporting unit • Our full scope audits covered 80% of revenue and 76% of absolute profit before tax Key audit matters • Share option plan expenses (group and parent) • Consideration on the impact of COVID-19 (group and parent) Materiality • Overall group materiality: £2,050,000 (2019: £2,600,000) based on 5% of profit before tax. • Overall company materiality: £675,000 (2019: £510,000) based on 1% of total assets. • Performance materiality: £1,500,000 (group) and £506,000 (company). The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Capability of the audit in detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined in the Auditors’ responsibilities for the audit of the financial statements section, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to local employment laws, the Listing Rules of the Financial Conduct Authority (FCA) and tax regulation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce expenditure, and management bias in accounting estimates. Audit procedures performed by the engagement team included: • Discussions with management, internal audit and the group’s legal advisors, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud. • Review of any employment disputes or litigation to ensure there were no broader non-compliance issues with employment laws and regulations. • Review of memorandums prepared by the group’s legal advisors. • Review of the financial statement disclosures to underlying supporting documentation. • Challenging assumptions and judgements made by management in their significant accounting estimates. • Review of internal audit reports in so far as they related to the financial statements. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. 123 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Independent auditors’ report to the members of FDM Group (Holdings) plc Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. Consideration on the impact of COVID-19 is a new key audit matter this year. Revenue recognition in respect of uninvoiced amounts and Provision for legal claims, which were key audit matters last year, are no longer included because of in the auditors’ professional judgement, they were no longer of most significance in the audit of the financial statements in the current period. Otherwise, the key audit matters below are consistent with last year. Key audit matter How our audit addressed the key audit matter Share option plan expenses (group and parent) Refer to notes 3.3 (n), 4, and 25 to the Consolidated Financial statements for the directors’ disclosures of the related accounting policies, judgements and estimates, and page 81 (‘Significant financial reporting items’) within the Audit Committee Report. During 2015, the group implemented a share option plan for management and senior employees. We focussed on this area because the assumptions used in calculating the charge recognised in the income statement are judgemental and complex, including an estimate of the number of leavers from the scheme in each period as well as an estimate of the future growth in adjusted earnings per share of the group (refer to pages 100 and 101 (‘Annual Report on Remuneration’) for details on the share option plan). This year these estimations are more challenging to make in light of the impact the COVID-19 pandemic has had, and continues to have, on the global economy and the group. • We gained an understanding from management of the key assumptions underpinning the share option valuation model. • We evaluated the assumption made by management for forecast growth in adjusted earnings per share by comparing it to recent historical performance as well as reviewing budgets and forecasts approved by the Board of Directors and found it to be appropriate. • We evaluated management’s assumption for the number of leavers from the scheme by comparing it to historical leavers from the scheme and found to be appropriate. • We evaluated management’s assumption of the performance conditions based on compound earnings per share (“EPS”) growth, assessing the assumed future compound EPS growth against board approved budgets and management’s history of forecasting, recognising the potential ongoing impact of the COVID-19 pandemic. • We evaluated the sensitivity analysis performed by management to assess the potential impact of changes in key assumptions, noting that a significant change in the assumptions would be needed to cause a material error in the share option plan expense. We concluded that stress testing these assumptions did not have a material impact on the income statement charge. • We checked the mathematical integrity of the model and found it to be accurate. • We tested a sample of options granted to deeds of grant and leavers from the scheme to resignation letters, we noted no exceptions in our testing. • We also considered the disclosures made in note 25 to the financial statements and determined that they are consistent with the requirements of relevant accounting standards. Based on the results of our work we found that the share option payment expense falls within a reasonable range of estimates. 124 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Governance Key audit matter How our audit addressed the key audit matter Consideration on the impact of COVID-19 (group and parent) Refer to disclosure on Principal risks on page 30, the Viability statement on page 37, notes 2 and 19 to the Consolidated Financial statements for the directors’ disclosures of the related accounting policies, and page 81 (‘Significant financial reporting items’) within the Audit Committee Report. The COVID-19 pandemic is considered to have a potential impact on certain aspects of the financial statements. The areas which might be expected to be impacted by COVID-19 are as set out below: • Recoverability of accounts receivable • Impairment of goodwill and other intangibles • Going concern and viability • Disclosure of the impact on the business We have also incorporated the guidance for auditors issued by the FRC regarding COVID-19 and applied this where appropriate. We have considered the impact of COVID-19 on various areas of the Annual Report and performed procedures to address the risk around the impact of COVID-19. We have set out our responses to the risk in respective areas of the financial statements as below: • Recoverability of accounts receivable: We have considered the adequacy of provisions for impairment of accounts receivable, testing the IFRS expected credit loss provisions, and considering the history of collections of accounts receivable since the start of pandemic restrictions. We considered that the evidence of uncertainty existing as at 31 December 2020 supported management’s decision to increase the provision. • Impairment of goodwill and other intangibles: We have considered the impact of COVID-19 on future cash flows supporting the carrying value of goodwill as set out above, noting that there remains significant material headroom on Goodwill impairment calculations. • Going concern and viability: We have considered the impact on cash flows supporting the going concern assertion, noting there remains significant levels of cash reserves available in each of management’s forecast scenarios. • Disclosure of impact in the financial statements: We have evaluated the disclosures provided in the financial statements and assessed the reasonableness of such disclosures, in line with relevant accounting standards and guidance from the FRC. As a result of the procedures performed, we consider that the disclosures are reasonable and appropriate. Overall, we consider management’s assessment of the impact of COVID-19 on the financial statements to be reasonable and appropriately reflected within disclosures in the Annual Report. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate. The group is structured by division, with significant reporting units in the UK, USA, and Canada, and further smaller reporting units in locations across Europe, Asia, Oceania and South Africa. The group financial statements are a consolidation of 17 reporting units, comprising the group’s operating businesses and centralised functions. The accounting and financial management for all reporting units is controlled from the UK, so we as the engagement team have performed all audit work. We determined the type of work that needed to be performed on the reporting units to be able to conclude that sufficient appropriate audit evidence had been obtained as a basis for our opinion on the group financial statements as a whole. Accordingly, we determined that audits of the complete financial information were required for three reporting units, comprising the UK, USA and Canadian trading reporting units. We also included in our audit scope the property leases and associated Property, Plant and Equipment in the Australian reporting unit, which we performed in the UK, where the accounting is administered. As a result, full scope audit procedures were conducted on reporting units representing 80% of revenue and 76% of absolute profit before tax. In addition, we performed a full scope audit of the FDM Group (Holdings) plc entity. 125 Strategic ReportFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Independent auditors’ report to the members of FDM Group (Holdings) plc Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Overall materiality £2,050,000 (2019: £2,600,000). £675,000 (2019: £510,000). How we determined it 5% of profit before tax 1% of total assets Financial statements – group Financial statements – company Rationale for benchmark applied Based on the benchmarks used in the Annual Report, profit before tax is the primary measure used by the shareholders in assessing the performance of the group, and is a generally accepted auditing benchmark. We believe that total assets is the primary measure used by the shareholders in assessing the performance of the entity, and is a generally accepted auditing benchmark. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between £1,140,000 and £1,947,500. Certain components were audited to a local statutory audit materiality that was also less than our overall group materiality. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% of overall materiality, amounting to £1,500,000 for the group financial statements and £506,000 for the company financial statements. In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls – and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £102,500 (group audit) (2019: £130,000) and £33,750 (company audit) (2019: £25,500) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Conclusions relating to going concern Our evaluation of the directors’ assessment of the group’s and the company’s ability to continue to adopt the going concern basis of accounting included: • agreeing the underlying cash flow projections to management approved forecasts, assessing how these forecasts are compiled, and assessing the accuracy of management’s forecasts; • evaluating the key assumptions within management’s forecasts; • considering liquidity and available financial resources; • assessing whether the stress testing performed by management appropriately considered the principal risks facing the business; and • evaluating the feasibility of management’s mitigating actions in the stress testing scenarios. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group’s and the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 126 FDM Group (Holdings) plcAnnual Report and Accounts 2020 However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group’s and the company’s ability to continue as a going concern. In relation to the company’s reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic Report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic Report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic Report and Directors’ Report for the year ended 31 December 2020 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic Report and Directors’ Report. Directors’ Remuneration In our opinion, the part of the Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. Corporate governance statement The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to: • The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks; • The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; 127 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Independent auditors’ report to the members of FDM Group (Holdings) plc • The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; • The directors’ explanation as to their assessment of the group’s and company’s prospects, the period this assessment covers and why the period is appropriate; and • The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Our review of the directors’ statement regarding the longer-term viability of the group was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the group and company and their environment obtained in the course of the audit. In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit: • The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the group’s and company’s position, performance, business model and strategy; • The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and • The section of the Annual Report describing the work of the Audit Committee. We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors’ responsibilities in respect of the financial statements, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so. Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. 128 FDM Group (Holdings) plcAnnual Report and Accounts 2020 A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. Use of this report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: • we have not obtained all the information and explanations we require for our audit; or • adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or • certain disclosures of directors’ remuneration specified by law are not made; or • the company financial statements and the part of the Remuneration Report to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Appointment Following the recommendation of the Audit Committee, we were appointed by the directors on 25 July 2013 to audit the financial statements for the year ended 31 December 2013 and subsequent financial periods. The period of total uninterrupted engagement is 8 years, covering the years ended 31 December 2013 to 31 December 2020. Katharine Finn (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 9 March 2021 129 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Consolidated Income Statement for the year ended 31 December 2020 Revenue Cost of sales Gross profit Administrative expenses Operating profit Finance income Finance expense Net finance expense Profit before income tax Taxation Profit for the year Earnings per ordinary share Basic Diluted Note 7 8 11 11 12 13 13 2020 £000 267,737 (138,957) 128,780 (87,040) 41,740 99 (815) (716) 41,024 (10,249) 30,775 2020 pence 28.2 28.1 2019 £000 271,529 (139,953) 131,576 (78,401) 53,175 194 (886) (692) 52,483 (11,856) 40,627 2019 pence 37.3 37.2 The results for the year shown above arise from continuing operations. The notes on pages 135 to 157 are an integral part of these Consolidated Financial Statements. 130 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Consolidated Statement of Comprehensive Income for the year ended 31 December 2020 Profit for the year Other comprehensive expense Items that may be subsequently reclassified to profit or loss Exchange differences on retranslation of foreign operations (net of tax) Total other comprehensive expense Total comprehensive income for the year The notes on pages 135 to 157 are an integral part of these Consolidated Financial Statements. 2020 £000 2019 £000 30,775 40,627 (635) (635) (496) (496) 30,140 40,131 131 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Consolidated Statement of Financial Position as at 31 December 2020 Non-current assets Right-of-use assets Property, plant and equipment Intangible assets Deferred income tax assets Current assets Trade and other receivables Cash and cash equivalents Total assets Current liabilities Trade and other payables Lease liabilities Current income tax liabilities Non-current liabilities Lease liabilities Total liabilities Net assets Equity attributable to owners of the parent Share capital Share premium All other reserves Retained earnings Total equity Note 14 15 16 18 19 20 21 14 14 22 24 2020 £000 14,774 5,554 19,885 2,123 42,336 31,048 64,725 95,773 2019 £000 17,832 6,789 19,799 1,732 46,152 39,937 36,979 76,916 138,109 123,068 28,563 5,502 2,094 36,159 13,986 50,145 87,964 1,092 9,705 (57) 77,224 87,964 22,737 5,680 2,105 30,522 17,482 48,004 75,064 1,092 9,687 (3,241) 67,526 75,064 The notes on pages 135 to 157 are an integral part of these Consolidated Financial Statements. The financial statements on pages 130 to 157 were approved by the Board of Directors on 9 March 2021 and were signed on its behalf by: Rod Flavell Chief Executive Officer 9 March 2021 Mike McLaren Chief Financial Officer 9 March 2021 132 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Consolidated Statement of Cash Flows for the year ended 31 December 2020 Cash flows from operating activities Group profit before tax for the year Adjustments for: Depreciation and amortisation Profit/ (loss) on disposal of non-current assets Finance income Finance expense Share-based payment charge (including associated social security costs) Decrease/ (increase) in trade and other receivables Increase/ (decrease) in trade and other payables Cash flows generated from operations Interest received Income tax paid Net cash flow from operating activities Cash flows from investing activities Acquisition of property, plant and equipment Acquisition of intangible assets Net cash used in investing activities Cash flows from financing activities Proceeds from issuance of ordinary shares Proceeds from sale of shares from EBT Principal elements of lease payments Interest elements of lease payments Lease incentives received Proceeds from sale/ (purchase) of own shares Finance costs paid Dividends paid Net cash used in financing activities Exchange losses on cash and cash equivalents Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Note 2020 £000 2019 £000 41,024 52,483 8 11 11 14 14 23 20 6,501 19 (99) 815 2,187 9,802 5,885 66,134 99 (11,464) 54,769 (536) (79) (615) – 349 (5,294) (746) – 405 (68) (20,085) 6,237 (9) (194) 886 2,106 (3,283) (564) 57,662 194 (11,009) 46,847 (2,711) (321) (3,032) 9 271 (4,828) (827) 1,930 (2,958) (59) (34,113) (25,439) (40,575) (969) (168) 27,746 36,979 64,725 3,072 33,907 36,979 The notes on pages 135 to 157 are an integral part of these Consolidated Financial Statements. 133 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Consolidated Statement of Changes in Equity for the year ended 31 December 2020 Balance at 1 January 2020 Profit for the year Other comprehensive expense for the year Total comprehensive income for the year Share-based payments (note 25) Transfer to retained earnings New share issue (note 22) Own shares bought back (note 26) Own shares sold Dividends (note 23) Total transactions with owners, recognised directly in equity Share capital £000 Share premium £000 All Other reserves (Note 24) £000 Retained earnings £000 Total equity £000 1,092 9,687 (3,241) 67,526 75,064 – – – – – – – – – – – – – – – 18 – – – 18 – (635) 30,775 – 30,775 (635) (635) 30,775 30,140 2,092 (2,642) – (25) 4,394 – – 2,642 – – (3,634) (20,085) 2,092 – 18 (25) 760 (20,085) 3,819 (21,077) (17,240) Balance at 31 December 2020 1,092 9,705 (57) 77,224 87,964 Balance at 1 January 2019 Profit for the year Other comprehensive expense for the year Total comprehensive income for the year Share-based payments (note 25) Transfer to retained earnings New share issue (note 22) Own shares bought back (note 26) Own shares sold Dividends (note 23) Total transactions with owners, recognised directly in equity Share capital £000 Share premium £000 All Other reserves (Note 24) £000 Retained earnings £000 Total equity £000 1,083 8,771 3,221 55,870 68,945 – – – – – 9 – – 9 – – – – – 916 – – 916 – (496) (496) 2,825 (5,189) – (3,921) 319 – 40,627 – 40,627 (496) 40,627 40,131 – 5,189 – – (47) (34,113) 2,825 – 925 (3,921) 272 (34,113) (5,966) (28,971) (34,012) Balance at 31 December 2019 1,092 9,687 (3,241) 67,526 75,064 The notes on pages 135 to 157 are an integral part of these Consolidated Financial Statements. 134 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 1 General information The Group is an international professional services provider focussing principally on IT, specialising in the recruitment, training and deployment of its own permanent IT and business consultants. The Company is limited by shares, incorporated and domiciled in the UK and registered as a public limited company in England and Wales with a Premium Listing on the London Stock Exchange. The Company’s registered office is 3rd Floor, Cottons Centre, Cottons Lane, London, SE1 2QG and its registered number is 07078823. The Consolidated Financial Statements consolidate those of the Company and its subsidiaries. Subsidiaries and their countries of incorporation are presented in note 3 to the Parent Company Financial Statements. The Consolidated Financial Statements present the results for the year ended 31 December 2020. The Consolidated Financial Statements were approved by Rod Flavell and Mike McLaren on behalf of the Board of Directors on 9 March 2021. 2 Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and position are summarised in the Strategic Report. The principal risks and uncertainties and risk management processes are also described in the Strategic Report. The Group’s continued and forecast global growth, positive operating cash flow and liquidity position, together with its distinctive business model and infrastructure, enable the Group to manage its business risks. The Group’s forecasts and projections show that it will continue to operate with adequate cash resources and within the current working capital facilities. The Directors therefore have a reasonable expectation that the Company and the Group will have adequate resources to continue in operational existence for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis for preparing the financial statements. 3 Accounting policies The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. 3.1 Basis of preparation The Consolidated Financial Statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/ 2002 as it applies in the European Union. The Consolidated Financial Statements have been prepared on a historical cost basis. The Consolidated Financial Statements are presented in Pounds Sterling and all values are rounded to the nearest thousand (£000), except where otherwise indicated. 3.2 Basis of consolidation The Consolidated Financial Statements comprise the financial statements of the Group and its subsidiaries for the year ending 31 December 2020. Subsidiaries Subsidiaries are consolidated from the date of their acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date when such control ceases. The financial statements of the subsidiaries are prepared for the same reporting period as the Parent Company, using consistent accounting policies. All intra-group balances, transactions, unrealised gains and losses resulting from intra-group transactions and dividends are eliminated in full. Details of the subsidiaries owned by the Group are presented in note 3 to the Parent Company Financial Statements. There are no minority interests in the subsidiaries of the Company. 135 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 3 Accounting policies continued 3.3 Summary of significant accounting policies a) Business combinations and goodwill The Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred and the equity interests issued by the Group to the former owners of the acquiree. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are expensed as incurred. After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to the Group’s cash-generating unit that is expected to benefit from the combination, irrespective of whether other assets or liabilities of the acquiree are assigned to that unit. Where goodwill forms part of a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this circumstance is measured based on the relative values of the operation disposed of and the portion of the cash-generating unit retained. b) Revenue recognition Revenue is recognised under IFRS 15 and is measured at the fair value of the consideration received or receivable and excluding sales taxes. Rendering of services Revenue from the provision of consultants to third party customers is recognised as follows: • The revenue is recognised in the period in which the consultants perform the work at the contracted rates for each consultant. Revenue is based on timesheets from our consultants which are authorised by the Group’s customers detailing the hours and service provided; • Revenue in respect of outstanding timesheets is accrued based upon estimates at the contract value; and • Volume rebates are accrued in the period in which the revenue is recognised, with the value of the rebate offset against revenue. They are calculated with regard to specific threshold levels of revenue recognised for certain customers in a contractual period. To the extent the volume rebates are material, amounts are disclosed along with any significant judgements made in their estimation. Sales invoices are issued following fulfilment of FDM’s performance obligation, confirmed by receipt of approved timesheets. Invoices are due for payment in line with agreed credit terms. c) Foreign currency translation The individual financial statements of each Group entity are presented in the currency of the primary economic environment in which the company operates (its functional currency). Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are generally recognised in profit or loss. For the purpose of the Consolidated Financial Statements, the results and financial position of each entity are expressed in Pounds Sterling (£), which is the functional currency of the Parent Company and the presentation currency for the Consolidated Financial Statements. In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at the rate prevailing at the time of the transaction. At the end of each reporting period, monetary items and goodwill denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Non-monetary items that are measured in terms of historical cost in a foreign currency are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items measured at fair value in a foreign currency are translated using exchange rates at the date when the fair value was determined. 136 FDM Group (Holdings) plcAnnual Report and Accounts 2020 For the purpose of presenting Consolidated Financial Statements, the assets and liabilities of the Group’s foreign operations are expressed in the Group’s presentation currency using exchange rates prevailing at the end of the reporting period. Income and expense related items are translated at the average exchange rates for the period. Exchange differences arising are classified as other comprehensive income and transferred to the Group’s translation reserve. d) Taxes Current income tax Current income tax assets and liabilities for the current period are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted at the reporting date in the countries where the Group operates and generates income. Current income tax relating to items recognised directly in equity is recognised in equity and not in the income statement. Management periodically evaluates positions taken in the tax returns with respect to situations in which applicable tax regulations are subject to interpretation and establishes provisions where appropriate. Deferred tax Deferred tax is provided in full, using the liability method, on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: goodwill not deductible for tax purposes; and the initial recognition of assets or liabilities that affect neither accounting nor taxable profit. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. e) Property, plant and equipment Property, plant and equipment are stated at cost net of accumulated depreciation. Cost includes the original purchase price of the asset and the costs attributable to bringing the asset to its working condition for its intended use. Depreciation is charged to the income statement on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. The estimated useful lives are as follows: Plant and equipment Fixtures and fittings 4 years 4 years Leasehold improvements Length of lease The assets’ residual values, useful lives and methods of depreciation are reviewed each financial year end and adjusted if appropriate. f) Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. The costs of intangible assets acquired in a business combination are their fair values as at the date of acquisition. Software and software licences The Group holds acquired software and software licences as intangible assets. Acquired software and software licences are capitalised on the basis of cost and amortised over the estimated useful lives of the software which is estimated to be four years or the licence term if shorter. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period and adjusted if appropriate. System development costs Costs relating to the set-up of the Group’s new Timesheet and Billing System have been recognised as an addition to intangible assets. Costs of directly bringing the system into use including invoiced supplier costs and salaries of the implementation team have been capitalised. The cost will be amortised over the estimated useful life of the software. 137 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 3 Accounting policies continued Goodwill Following initial recognition, goodwill is measured at cost less any accumulated impairment losses, and is revalued based on the prevailing foreign exchange rates at the end of the reporting period. For the purposes of impairment testing, goodwill is allocated to the Group’s cash-generating units. Goodwill is reviewed at least annually or more regularly when there is an indication of impairment. Impairment of goodwill is determined by assessing the recoverable amount of the cash-generating unit to which the goodwill relates. Where the recoverable amount of the cash-generating unit is less than the carrying value of the cash-generating unit to which the goodwill has been allocated, an impairment loss is recognised. Impairment losses relating to goodwill cannot be reversed in future periods. g) Trade receivables Trade receivables are recognised initially at fair value. They are subsequently measured at amortised cost using an expected credit loss model in line with IFRS 9 which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. Shared credit risk characteristics include current and forward-looking information on macroeconomic factors affecting the sector in which the debtor operates. When a trade receivable is uncollectible, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against administrative expenses in the income statement. h) Cash and cash equivalents Cash and cash equivalents comprise cash at banks and on hand and short-term deposits with a maturity of three months or less. i) Trade and other payables Trade and other payables represent liabilities for goods and services provided to the Group prior to the end of financial year which are unpaid. The amounts are unsecured and are usually paid within thirty days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within twelve months after the reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method. j) Financial instruments Non-derivative financial instruments The Group’s non-derivative financial instruments comprise trade receivables, trade payables, cash and cash equivalents. The Group does not have any borrowings. k) Pensions and other post-employment benefits The Group operates a number of defined contribution pension schemes. The assets of each scheme are held separately from those of the Group in an independently administered fund. The amount charged to the income statement represents the contributions payable to the schemes in respect of the accounting period. l) Provisions Provisions for legal claims are recognised when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. If the effect is material, provisions are determined by discounting the expected, risk adjusted, future cash flows at a pre-tax risk-free rate. Provisions are measured at management’s best estimate of the expenditure required to settle the Group’s liability. These estimates are reviewed each year and updated as necessary. FDM is a people business and, in the ordinary course, we receive legal claims from time to time, most commonly employment- related. Our in-house legal team deals promptly with these claims where appropriate, but we engage specialist external lawyers when it is required for us to access additional expertise or resource and we think it prudent to do so. We are confident in our employment practices and it is our policy to defend these claims and our business model robustly. We will also take a commercial approach and from time to time may choose to settle claims if we consider it pragmatic and in the Group’s best interests to do so, particularly having regard to the time and effort management need to dedicate to a given claim. The Directors evaluate the possibility of an outflow of resources to determine if it is either remote, possible or probable. In each circumstance either adequate provisions are established or appropriate disclosures are made in accordance with the provisions of IAS 37. 138 FDM Group (Holdings) plcAnnual Report and Accounts 2020 m) Equity Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds. Share premium reflects the extra paid for new shares above their nominal value. Other reserves represent the cost of equity on settled share-based payments until such share options are exercised or lapse. Own shares reserve represents those Company shares held by the Trustee of the FDM Group Employee Benefit Trust and are a deduction from shareholders’ funds (see note 26). The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations. The capital redemption reserve arose from the purchase by the Company in 2015 of 5,200,392 deferred shares, which had a nominal value of £0.01 each. n) Share-based payments Employees (including senior executives) of the Group receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled transactions). Equity-settled transactions The cost of equity-settled transactions is recognised, together with a corresponding increase in other reserves in equity, over the period in which the performance and/ or service conditions are fulfilled. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group’s best estimate of the number of equity instruments that will ultimately vest. The income statement expense or credit for a period represents the movement in cumulative expense recognised between the beginning and end of that period and is recognised in employee benefits expense. The equity-settled transactions are fair valued at the grant date and the expense recognised over the duration of the vesting period. No expense is recognised for awards that do not ultimately vest, except for equity-settled transactions for which vesting is conditional upon a market or non-vesting condition. These are treated as vesting irrespective of whether or not the market or non-vesting condition is satisfied, provided that all other performance and/ or service conditions are satisfied. When the terms of an equity-settled transaction award are modified, the minimum expense recognised is the expense as if the terms had not been modified, if the original terms of the award are met. An additional expense is recognised for any modification that increases the total fair value of the share-based payment transaction, or is otherwise beneficial to the employee as measured at the date of modification. When an equity-settled award is cancelled, it is treated as if it vested on the date of cancellation, and any expense not yet recognised for the award is recognised immediately. This includes any award where non-vesting conditions within the control of either the entity or the employee are not met. However, if a new award is substituted for the cancelled award, and designated as a replacement award on the date that it is granted, the cancelled and new awards are treated as if they were a modification of the original award, as described in the previous paragraph. Included within the results for the year ending 31 December 2020 is a charge relating to the Directors’ bonus earned during 2020, the balance will be settled via issue of shares equal to the amount which would have been payable to them. o) Segment reporting Operating segments are reported in a manner consistent with the internal reporting to the Board of Directors. The Executive Directors have been identified as the chief operating decision maker. p) Dividends Dividends are recognised as a liability in the period in which they are approved such that the Company is obligated to pay the dividend. q) Employee Benefit Trust FDM Group (Holdings) plc has an established Employee Benefit Trust (“EBT”) to which it is the sponsoring entity. Notwithstanding the legal duties of the Trustee, the Company considers that it has “de facto” control. The EBT is included in the Parent Company Financial Statements and the Consolidated Financial Statements. No gain or loss is recognised in profit or loss or other comprehensive income on the purchase, sale or cancellation of the Company’s own equity held by the EBT. For further information, see note 26. 139 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 3 Accounting policies continued r) Leases Under IFRS 16 ‘Leases’, a liability and an asset are recognised at the inception of the lease, the lease liability being the present value of future lease payments. A right-of-use asset is recognised as the same amount adjusted for any initial direct costs, lease incentives received, or lease payments made at or before the commencement date, as applicable. The charge to the Income Statement comprises i) an interest expense on the lease liability (included within finance expense) and ii) a depreciation expense on the right-of-use asset (included within operating costs). The right-of-use asset is depreciated straight-line over the term of the lease. The liabilities are measured at the present value of the remaining lease payments, discounted using the lessee company’s estimated incremental borrowing rate at the date of lease inception. Lease payments are presented as cash flows from financing activities, split between principal and interest elements, on the Statement of Cash Flows. For short-term leases and leases of low-value assets, the Group has chosen to recognise the associated lease payments as an expense on a straight-line basis over the lease term. s) Government grants Government grants are recognised at fair value when there is reasonable assurance that conditions attached to the grant will be complied with and the grant will be received. Income is offset against the expenses the grant is intended to support. The grant is recognised as income over the period necessary to match them with the related costs, for which they are intended to compensate, on a systematic basis. During 2020 government grants of £2.8 million were received as part of governments’ responses to the pandemic in some operating regions. 4 Significant accounting estimate The preparation of the Group’s financial statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the end of the reporting year. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset and liability affected in future periods. The following is considered to be the Group’s significant estimate: Share-based payment charge A share-based payment charge is recognised in respect of share awards based on the Directors’ best estimate of the number of shares that will vest based on the performance conditions of the awards, which comprise adjusted EPS growth and the number of employees that will leave before vesting. In estimating the number of shares likely to vest, the Directors have based their assessment of the adjusted EPS growth in the forecasts contained within the Group’s three-year plan, adjusted for the impact of potential scenarios that could potentially impact EPS growth. The charge is calculated based on the fair value on the grant date using the Black-Scholes model and is expensed over the vesting period. The key assumptions in respect of the share-based payment charges are set out in note 25. No individual judgements have been made that have a significant impact on the financial statements. 5 New standards and interpretations The International Accounting Standards Board (“IASB”) and IFRS IC have issued the following new standards and amendments which were effective during the year and were adopted by the Group in preparing the financial statements. The adoption of these amendments has not had a material impact on the Group’s financial statements in the year: Effective in 2020 Effective for accounting periods beginning on or after Endorsed by the EU Amendments Revised Conceptual Framework for Financial Reporting Amendments to IAS 1 ‘Presentation of Financial Statements’ and IAS 8 ‘Accounting policies’ on Definition of Material Amendment to IFRS 3 ‘Business Combinations’ on Definition of a Business Amendment to IFRS 9 ‘Financial Instruments’, IAS 39 ‘Financial Instruments recognition and measurement’ and IFRS 7 ‘Financial Instruments disclosures’ on Interest rate benchmark reform 1 January 2020 1 January 2020 1 January 2020 1 January 2020 Yes Yes Yes Yes 140 FDM Group (Holdings) plcAnnual Report and Accounts 2020 The following standards and interpretations had been issued but were not mandatory for annual reporting periods ending on 31 December 2020, and were not adopted in the Group’s financial statements for the year and are not expected to have a material impact on the Group when adopted: Effective after 31 December 2020 Effective for accounting periods beginning on or after Endorsed by the UK Endorsement Board (UKEB) New standards IFRS 17, ‘Insurance contracts’ Amendments COVID-19-related Rent Concessions – Amendments to IFRS 16 Classification of Liabilities as Current or Non-current – Amendments to IAS 1 Annual Improvements to IFRS Standards 2018–2020 Amendments to Property, Plant and Equipment: Proceeds before intended use - Amendments to IAS 16 Interest Rate Benchmark Reform – Phase 2 – Amendments to IFRS 7, IFRS 4 and IFRS 16 1 January 2023 1 June 2020 1 January 2022 1 January 2022 1 January 2022 1 January 2021 No Yes No No No No 6 Settlement of legal claim During the period, after engaging in mediation, the Group reached agreement to settle a long-standing employment-related legal claim brought against FDM on a contingent-fee basis in North America. We remain of the opinion that the claim lacked merit. However, having taken into consideration the likely quantum of future legal fees, and the amount of management time and focus which has been, and would continue to be, required to defend the claim, the Board concluded that it was appropriate at this stage to take the commercial opportunity to agree a settlement. The agreed settlement, which amounts to £3.0 million, was approved by the Court in the past year, such that it has been provided for in these financial statements and as at 31 December is included within accruals and deferred income. The claim was settled via a cash payment of £3.0 million made on 25 February 2021, see note 29. 7 Segmental reporting Management has determined the operating segments based on the operating reports reviewed by the Board of Directors that are used to assess both performance and strategic decisions. Management has identified that the Executive Directors are the chief operating decision maker in accordance with the requirements of IFRS 8 ‘Operating segments’. At 31 December 2020, the Board of Directors consider that the Group is organised on a worldwide basis into four core geographical operating segments: (1) UK and Ireland; (2) North America; (3) Europe, Middle East and Africa, excluding UK and Ireland (“EMEA”); and (4) Asia Pacific (“APAC”). Each geographical segment is engaged in providing services within a particular economic environment and is subject to risks and returns that are different from those of segments operating in other economic environments. All segment revenue, profit before taxation, assets and liabilities are attributable to the principal activity of the Group, being a global professional services provider with a focus on IT. 141 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 7 Segmental reporting continued For the year ended 31 December 2020 Revenue Depreciation and amortisation Segment operating profit Finance income* Finance costs* Profit before income tax As at 31 December 2020 Total assets Total liabilities UK and Ireland £000 119,835 (2,648) 24,555 168 (315) 24,408 North America £000 97,082 (1,873) 12,279 193 (103) 12,369 EMEA £000 APAC £000 Total £000 20,837 29,983 267,737 (239) (1,741) (6,501) 3,384 3 (70) 3,317 1,522 3 (595) 930 41,740 367 (1,083) 41,024 83,229 24,431 10,782 19,667 138,109 (9,578) (12,861) (5,391) (22,315) (50,145) * Finance income and finance costs include intercompany interest which is eliminated upon consolidation Included in total assets above are non-current assets (excluding deferred tax) as follows: 31 December 2020 For the year ended 31 December 2019 Revenue Depreciation and amortisation Segment operating profit/ (loss) Finance income* Finance costs* Profit/ (loss) before income tax As at 31 December 2019 Total assets Total liabilities UK and Ireland £000 27,405 North America £000 2,812 EMEA £000 888 APAC £000 9,108 Total £000 40,213 UK and Ireland £000 136,921 (2,534) 35,916 231 (388) 35,759 72,523 (17,742) North America £000 96,024 (1,866) 16,455 191 (143) 16,503 EMEA £000 15,961 APAC £000 Total £000 22,623 271,529 (252) (1,585) (6,237) 2,152 9 (61) 2,100 (1,348) 2 (533) (1,879) 53,175 433 (1,125) 52,483 25,341 8,647 16,557 123,068 (7,330) (3,525) (19,407) (48,004) * Finance income and finance costs include intercompany interest which is eliminated upon consolidation Included in total assets above are non-current assets (excluding deferred tax) as follows: 31 December 2019 UK and Ireland £000 29,586 North America £000 4,134 EMEA £000 1,435 APAC £000 9,265 Total £000 44,420 Information about major customer 2020 revenue from customer A is attributed across all four operating segments. Customer A represents 10% or more of the Group’s 2020 and 2019 revenues. Revenue from customer A 142 2020 £000 31,488 2019 £000 29,121 FDM Group (Holdings) plcAnnual Report and Accounts 2020 8 Operating profit Operating profit for the year has been arrived at after (crediting)/ charging: Net foreign exchange differences Depreciation of right-of-use assets Depreciation of property, plant and equipment and amortisation of software and software licences Expense relating to short-term leases 2020 £000 (59) 4,551 1,950 177 Auditors’ remuneration During the year the Group (including its overseas subsidiaries) obtained the following services from the Group’s auditors: Fees payable to the Group’s auditors for the audit of the Parent Company and Consolidated Financial Statements Fees payable to the Group’s auditors for other services: The audit of the Group’s subsidiaries Audit-related assurance services 2020 £000 70 114 41 225 2019 £000 (24) 4,265 1,972 526 2019 £000 70 114 41 225 9 Staff numbers and costs The monthly average number of persons employed by the Group (including Executive Directors) during the year, analysed by category, was as follows: Consultants Administration The aggregate payroll costs of these persons were as follows: Wages and salaries Social security costs Other pension costs Share-based payments 2020 Number 2019 Number 4,626 605 5,231 4,532 612 5,144 2020 £000 173,073 16,250 4,744 988 195,055 2019 £000 165,190 14,568 4,018 2,037 185,813 Retirement benefits The Group operates a number of defined contribution pension plans. The pension charge for the year represents contributions payable by the Group to the schemes. The pension contributions payable at 31 December 2020 were £427,000 (2019: £373,000). There were no prepaid contributions at the end of the financial year (2019: £nil). 143 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 10 Directors’ remuneration Details of the Directors’ (who also represent the key management personnel of the Group) remuneration in respect of the year ended 31 December 2020 is set out below: Short-term employee benefits Post-employment benefits Share-based payments 2020 £000 2,778 33 57 2,878 2019 £000 2,395 33 364 2,792 Included within Short-term employee benefits in 2020 is £1,015,000 relating to annual bonus which was deferred to shares for two years (2019: £ nil). For further information on this and Directors’ remuneration, see the audited sections of the Remuneration Report as defined on page 97. 11 Finance income and expense Bank interest Finance income Interest on lease liabilities Finance fees and charges Finance expense 12 Taxation The major components of income tax expense for the years ended 31 December 2020 and 2019 are: Current income tax: Current income tax charge Adjustments in respect of prior periods Total current income tax Deferred tax: Relating to origination and reversal of temporary differences (note 18) Total deferred tax 2020 £000 99 99 2020 £000 (746) (69) (815) 2019 £000 194 194 2019 £000 (827) (59) (886) 2020 £000 2019 £000 11,536 (577) 10,959 (710) (710) 13,144 (308) 12,836 (980) (980) Total tax expense reported in the income statement 10,249 11,856 The standard rate of corporation tax in the UK is 19%, accordingly, the profits for 2019 and 2020 are taxed at 19%. The tax charge for the year is higher (2019: higher) than the standard rate of corporation tax in the UK. The differences are set out below: Profit before income tax Profit multiplied by UK standard rate of corporation tax of 19% (2019: 19%) Effect of different tax rates on overseas earnings Effect of expenses not deductible for tax purposes Adjustments in respect of prior periods Effect of unused tax losses not recognised for deferred tax assets Total tax charge 2020 £000 2019 £000 41,024 52,483 7,795 2,051 128 (577) 852 9,972 1,445 207 (308) 540 10,249 11,856 144 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Factors affecting future tax charges Deferred tax assets and liabilities are measured at the rate that is expected to apply to the period when the asset is realised or the liability is settled, based on the rates that have been enacted or substantively enacted at the reporting date. Therefore, at each year end, deferred tax assets and liabilities have been calculated based on the rates that have been substantively enacted by the reporting date. At 31 December 2020 and 31 December 2019, deferred tax assets and liabilities have been calculated based upon the rate at which the temporary difference is expected to reverse. 13 Earnings per ordinary share Basic earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the Parent Company by the weighted average number of ordinary shares in issue during the year. Profit for the year Average number of ordinary shares in issue (thousands) Basic earnings per share £000 Pence 2020 2019 30,775 109,191 28.2 40,627 108,822 37.3 Adjusted basic earnings per share is calculated by dividing the profit attributable to ordinary equity holders of the Parent Company, excluding Performance Share Plan expense (including social security costs and associated deferred tax), by the weighted average number of ordinary shares in issue during the year. Profit for the year (basic earnings) Share-based payment expense (including social security costs) (note 25) Tax effect of share-based payment expense Adjusted profit for the year Average number of ordinary shares in issue (thousands) Adjusted basic earnings per share £000 £000 £000 £000 2020 30,775 988 (341) 31,422 2019 40,627 2,037 (468) 42,196 109,191 108,822 Pence 28.8 38.8 Diluted earnings per share Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares. The Company has one type of dilutive potential ordinary shares in the form of share options; the number of shares in issue has been adjusted to include the number of shares that would have been issued assuming the exercise of the share options. Profit for the year (basic earnings) Average number of ordinary shares in issue (thousands) Adjustment for share options (thousands) Diluted number of ordinary shares in issue (thousands) Diluted earnings per share 2020 2019 £000 Pence 30,775 109,191 207 109,398 28.1 40,627 108,822 492 109,314 37.2 145 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 14 Leases (i) Right-of-use assets Properties Cost At 1 January Additions Disposals Effect of movements in foreign exchange At 31 December Accumulated depreciation At 1 January Depreciation charge for the year Disposals Effect of movements in foreign exchange At 31 December Net book value at 31 December (ii) Lease liabilities Current lease liabilities Non-current lease liabilities Movement in lease liabilities in the year At 1 January New leases Interest expense Cash payments Termination of leases Effect of movements in foreign exchange At 31 December Contractual maturities of lease liabilities: Less than one year Between 1 and 2 years Between 2 and 5 years Over 5 years Total lease liabilities 2020 £000 2019 £000 35,839 1,894 (1,208) 126 36,651 18,007 4,551 (491) (190) 21,877 14,774 2020 £000 5,502 13,986 19,488 2020 £000 23,162 1,894 746 (6,040) (717) 443 19,488 28,641 8,502 (787) (517) 35,839 14,596 4,265 (603) (251) 18,007 17,832 2019 £000 5,680 17,482 23,162 2019 £000 18,141 10,432 827 (5,655) (247) (336) 23,162 At net present value Not discounted 2020 £000 5,502 4,485 6,344 3,157 2019 £000 5,013 4,384 8,780 4,985 2020 £000 5,516 4,794 7,057 3,938 2019 £000 5,660 4,919 9,668 5,319 19,488 23,162 21,305 25,566 The total cash outflow for leases was £6,040,000 (2019: £5,655,000), see also the Consolidated Statement of Cash Flows on page 133. Where there is reasonable certainty that an option to extend a lease will be exercised, lease liabilities have been recognised accordingly. During the year, due to the impact of COVID-19, the decision was made not to extend one lease, which at 31 December 2019 we had reasonable certainty that we would extend. The termination of this lease has been recognised as a disposal of the right-of-use asset and an adjustment to the lease liability, in note 14 (i) and in note 14 (iii). 146 FDM Group (Holdings) plcAnnual Report and Accounts 2020 (iii) Amounts recognised in the Income Statement The Income Statement shows the following amounts relating to leases: Depreciation of right-of-use assets – properties Profit on disposal of right-of-use asset Interest expense (included in finance cost) Expense relating to short-term leases 15 Property, plant and equipment 2020 Cost At 1 January 2020 Additions Disposals Effect of movements in foreign exchange At 31 December 2020 Accumulated depreciation At 1 January 2020 Depreciation charge for the year Disposals Effect of movements in foreign exchange At 31 December 2020 Net book value at 31 December 2020 2019 Cost At 1 January 2019 Additions Disposals Effect of movements in foreign exchange At 31 December 2019 Accumulated depreciation At 1 January 2019 Depreciation charge for the year Disposals Effect of movements in foreign exchange At 31 December 2019 Net book value at 31 December 2019 2020 £000 4,551 3 746 177 Leasehold improvements £000 Fixtures and fittings £000 Plant and equipment £000 8,207 70 – 78 8,355 3,332 996 – (16) 4,312 4,043 1,704 20 (15) (3) 1,706 1,365 146 (13) (9) 1,489 217 4,222 445 (552) (14) 4,101 2,647 711 (535) (16) 2,807 1,294 Leasehold improvements £000 Fixtures and fittings £000 Plant and equipment £000 6,931 1,550 (189) (85) 8,207 2,499 1,002 (137) (32) 3,332 4,875 1,486 241 (2) (21) 1,704 1,145 238 (1) (17) 1,365 339 3,619 921 (273) (45) 4,222 2,275 673 (271) (30) 2,647 1,575 2019 £000 4,265 – 827 526 Total £000 14,133 535 (567) 61 14,162 7,344 1,853 (548) (41) 8,608 5,554 Total £000 12,036 2,712 (464) (151) 14,133 5,919 1,913 (409) (79) 7,344 6,789 147 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 16 Intangible assets 2020 Cost At 1 January 2020 Additions Disposals Effect of movements in foreign exchange At 31 December 2020 Accumulated amortisation At 1 January 2020 Amortisation for the year Disposals Effect of movements in foreign exchange At 31 December 2020 Net book value at 31 December 2020 2019 Cost At 1 January 2019 Additions Disposals Effect of movements in foreign exchange At 31 December 2019 Accumulated amortisation At 1 January 2019 Amortisation for the year Disposals Effect of movements in foreign exchange At 31 December 2019 Net book value at 31 December 2019 Software and software licences £000 Goodwill £000 Total £000 836 79 (217) – 698 487 97 (214) – 370 328 19,450 – – 107 19,557 – – – – – 20,286 79 (217) 107 20,255 487 97 (214) – 370 19,557 19,885 Software and software licences £000 517 322 – (3) 836 430 59 – (2) 487 349 Goodwill £000 19,322 – – 128 19,450 – – – – – Total £000 19,839 322 – 125 20,286 430 59 – (2) 487 19,450 19,799 The amortisation charge is recognised in administrative expenses in the income statement. The amortisation period of the software and software licences is four years. Goodwill is not amortised but is subject to an annual impairment test. The goodwill has been allocated to cash generating units (“CGUs”) summarised as follows: Cost and NBV at 31 December 2019 Cost and NBV at 31 December 2020 UK and Ireland £000 14,843 14,843 North America £000 1,690 1,633 EMEA £000 2,917 3,081 APAC £000 – – Total £000 19,450 19,557 148 FDM Group (Holdings) plcAnnual Report and Accounts 2020 17 Impairment testing of goodwill An overview of impairment reviews performed by CGUs is set out below. The recoverable amount of each CGU has been determined on value in use calculations using cash flow projections from financial budgets and forecasts approved by the Board covering a three-year period from the date of the relevant impairment review. The key assumptions in the projections, for all CGUs, were as follows: • Revenue and gross margin were based on expected levels of activity under existing major contractual arrangements together with growth based upon medium term historical growth rates and having regard to expected economic and market conditions for other customers; • Administrative expenses were forecast to move in line with expected levels of activity in the CGU; and • The growth rate used to extrapolate the cash flows beyond the three-year forecast period was 2% up to a period of 15 years in total. The pre-tax discount rates used in the calculations were as follows: UK and Ireland North America EMEA 2020 % 10.37 14.53 9.74 2019 % 9.90 13.13 10.92 The review found that the present value of future cash flows was significantly higher than the value of goodwill. As a result of the review the Directors did not identify any impairment for the goodwill in each CGU. In considering sensitivities, no reasonable change in any of the above key assumptions would cause the recoverable amount to fall below the carrying value of the CGUs. 18 Deferred tax assets Deferred tax assets and liabilities are offset where the Group has a legal enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes: Non-current: Non-current temporary differences Deferred tax asset 2020 £000 2,123 2,123 2019 £000 1,732 1,732 The Directors consider the deferred tax asset is recoverable within two to five years. Deferred tax assets have been recognised in respect of timing differences associated with share-based payment expenses where it is considered probable that these assets will be recovered. Movement in deferred tax during 2020: Share-based payments Right-of-use assets Property, plant and equipment Other 1 January 2020 £000 Recognised in income statement £000 Recognised in other reserves £000 Transferred to retained earnings £000 Exchange difference £000 31 December 2020 £000 1,309 307 (167) 283 1,732 26 (101) 105 680 710 25 – – – 25 (273) – – – (273) (101) – 1 29 (71) 986 206 (61) 992 2,123 Movement in deferred tax during 2019: Share-based payments Right-of-use assets Property, plant and equipment Other 1 January 2019 £000 Recognised in income statement £000 Recognised in other reserves £000 Transferred to retained earnings £000 31 December 2019 £000 1,757 410 (259) 784 2,692 (468) (103) 92 (501) (980) 1,112 – – – 1,112 (1,092) – – – (1,092) 1,309 307 (167) 283 1,732 The Group has unused tax losses for which no deferred tax asset has been recognised with a potential tax benefit of £2,116,000 (2019: £1,140,000), no asset has been recognised as the losses have been generated in regions where the Group does not expect to generate profits in the short term. The losses can be carried forward indefinitely. 149 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 19 Trade and other receivables Due to their short-term nature, the Directors consider that the carrying amount of trade receivables approximates to their fair value. The standard credit terms are 30 days. Trade receivables Other receivables Prepayments and accrued income 2020 £000 24,118 1,477 5,453 31,048 2019 £000 33,115 1,021 5,801 39,937 Included within prepayments and accrued income is £2,441,000 of accrued income (2019: £1,551,000). The expected loss rate and the aged gross trade receivables and aged loss allowance as at 31 December are as follows: 31 December 2020 Not overdue Not more than three months past due More than three months but not more than six months past due More than six months but not more than one year past due Older than one year past due 31 December 2019 Not overdue Not more than three months past due More than three months but not more than six months past due More than six months but not more than one year past due Older than one year past due The movement in the allowance for expected credit loss is as below: At 1 January Increase recognised during the year Amount written off in the year Unused amount reversed At 31 December Expected loss rate Gross trade receivable £000 Loss allowance £000 4% 4% – 3% – 19,554 5,448 107 38 – 25,147 811 217 – 1 – 1,029 Expected loss rate Gross trade receivable £000 Loss allowance £000 – 1% 43% 78% – 24,932 8,033 343 9 – 33,317 2020 £000 202 827 – – 1,029 – 49 146 7 – 202 2019 £000 204 – – (2) 202 The Group applies the IFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. Shared credit risk characteristics include current and forward-looking information on macroeconomic factors affecting the sector in which the debtor operates and those affecting the ability of the customer to settle the receivables. The Group has identified relevant factors including the GDP and the unemployment rate of the countries in which it trades, and accordingly adjusts the loss rates based on expected changes in these factors. The impact of the COVID-19 pandemic and associated lock downs has resulted in the Group assessing and increasing its loss allowance in 2020, notably in respect of clients in particularly vulnerable sectors. 150 FDM Group (Holdings) plcAnnual Report and Accounts 2020 20 Cash and cash equivalents Cash at bank and in hand 2020 £000 2019 £000 64,725 36,979 The Group has issued guarantees in favour of the Swiss Office of Labour and Economy for CHF150,000, United Internet Corporate for €30,000, CRP/Capstone 14W Property Owner LLC totalling US$242,399 and Roza 14W LLC for a leasehold property in the USA for US$25,973. The credit quality of financial assets can be assessed by reference to external credit ratings issued by credit ratings agencies registered in the EU. Cash at bank is held with banks with the following ratings: Cash at bank by credit rating A BB BBB 2020 £000 49,631 15,019 75 64,725 21 Trade and other payables Due to their short-term nature, the Directors consider that the carrying amount of trade payables approximates to their fair value. Trade payables Other payables Other taxes and social security Accruals and deferred income 2020 £000 1,153 2,029 6,502 18,879 28,563 2019 £000 36,472 – 507 36,979 2019 £000 1,923 599 8,319 11,896 22,737 The increase in accruals and deferred income is due primarily due to the settlement accrual in North America and the impact of other timing differences. 22 Share capital Authorised, called up, allotted and fully paid share capital Ordinary shares of £0.01 each At 1 January New issues At 31 December 2020 Number of shares 2020 £000 2019 Number of shares 109,186,739 4,930 1,092 – 108,271,708 915,031 109,191,669 1,092 109,186,739 2019 £000 1,083 9 1,092 Ordinary shares All ordinary shares rank equally for all dividends and distributions that may be declared on such shares. At general meetings of the Company, each shareholder who is present (in person, by proxy or by representative) is entitled to one vote on a show of hands and, on a poll, to one vote per share. During the year 4,930 (2019: 915,031) shares were issued, the difference between market value and par value at issue resulted in an amount of £18,000 (2019: £916,000) being recognised in share premium with £49.30 (2019: £9,150.31) being recognised as an increase in issued share capital. 151 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 23 Dividends Dividends paid Paid to shareholders 2020 £000 2019 £000 20,085 34,113 2020 An interim dividend of 18.5 pence per ordinary share was declared by the Directors on 28 July 2020 and was paid on 4 September 2020 to holders of record on 7 August 2020. The Board declared a second interim dividend of 13.0 pence per ordinary share on 27 January, the amount payable was £14,146,000, which was paid to shareholders on 26 February 2021 to holders of record on 5 February 2021. The Board is proposing a final dividend of 15.0 pence per share in respect of the year to 31 December 2020, for approval by shareholders at the AGM on 28 April 2021, the total amount payable will be £16,322,000. Subject to shareholder approval the dividend will be paid on 4 June 2021 to shareholders of record on 14 May 2021. This brings the Company’s total dividend for the year to 46.5 pence per share (2019: 16.0 pence per share). The Board has adopted a progressive dividend policy; the Group will retain sufficient capital to fund ongoing operating requirements, maintain an appropriate level of dividend cover and sufficient funds to invest in the Group’s longer-term growth. 2019 An interim dividend of 16.0 pence per ordinary share was declared by the Directors on 22 July 2019 and was paid on 20 September 2019 to holders of record on 23 August 2019. The Board updated its recommendation included in the 2019 Annual Report and Accounts and did not propose a final dividend in respect of the year to 31 December 2019 following the global outbreak of COVID-19. 24 All Other Reserves Balance at 1 January 2020 Other comprehensive expense for the year Total comprehensive expense for the year Share-based payments (note 25) Transfer to retained earnings Own shares sold Own shares bought back (note 26) Total transactions with owners, recognised directly in equity Capital redemption reserve £000 Own shares reserve £000 52 (8,164) – – – – – – – – – – – 4,394 (25) 4,369 Translation reserve £000 Other reserves £000 Total of All other reserves £000 925 (635) (635) – – – – – 3,946 (3,241) – – 2,092 (2,642) – – (550) (635) (635) 2,092 (2,642) 4,394 (25) 3,819 Balance at 31 December 2020 52 (3,795) 290 3,396 (57) Balance at 1 January 2019 Other comprehensive expense for the year Total comprehensive expense for the year Share-based payments (note 25) Transfer to retained earnings Own shares sold Own shares bought back (note 26) Total transactions with owners, recognised directly in equity Capital redemption reserve £000 52 – – – – – – – Own shares reserve £000 (4,562) – – – – 319 (3,921) (3,602) Translation reserve £000 1,421 (496) (496) – – – – – Other reserves £000 6,310 – – 2,825 (5,189) – – (2,364) Total of All other reserves £000 3,221 (496) (496) 2,825 (5,189) 319 (3,921) (5,966) Balance at 31 December 2019 52 (8,164) 925 3,946 (3,241) 152 FDM Group (Holdings) plcAnnual Report and Accounts 2020 25 Share-based payments Recognised in Income Statement Expenses arising from equity-settled share-based payment transaction Social security accrued thereon Expenses arising from bonus deferred as shares Expenses arising from equity-settled share-based payment transaction Recognised in Equity Expenses arising from equity-settled share-based payment transaction Deferred tax recognised in other reserves arising from equity-settled share-based payment transaction (note 18) Transfer to retained earnings – Deferred tax Transfer to retained earnings – Recharge Currency difference on retranslation 2020 £000 888 100 1,230 2,218 2020 £000 2,118 25 (273) (2,369) (51) (550) 2019 £000 1,601 436 – 2,037 2019 £000 1,601 1,112 (1,092) (4,084) 99 (2,364) During the year the share options issued in 2017 vested, of which 404,961 were exercised, and 14,707 linked shares lapsed (linked shares which were not required to fund the price at date of exercise). The share options exercised were satisfied primarily via sale of shares from the FDM Group Employee Benefit Trust, with 409,677 shares issued. A small number of exercises were satisfied via the issue of 4,930 new shares, of which 2,374 were subsequently sold to the FDM Group Employee Benefit Trust, at the market value at date of exercise. For detail of the shares held in the FDM Group Employee Benefit Trust see note 26. A transfer of £2,369,000 was made from Other reserves to Retained earnings in respect of the exercise of share options during the period (2019: transfer of £4,084,000). As disclosed in the Directors’ Remuneration Report, the Company granted awards on 30 December 2020, in the form of nominal cost options over ordinary shares in the Company under the FDM 2014 Performance Share Plan (“PSP”). As with the awards made in 2015 to 2019, the vesting of the awards is subject to the achievement of a three-year performance condition relating to earnings per share. In the years 2015 to 2019 awards granted to UK participants have been structured as Approved Performance Share Plan (“APSP”) awards to enable participants to benefit from UK tax efficiencies. Each APSP award consists of a tax qualifying option under the FDM 2014 Company Share Option Plan (“CSOP”) over shares with a value of up to £30,000 and a separate award under the PSP for amounts in excess of the HMRC £30,000 limit. A Linked Award is also provided under the PSP to enable participants to fund the exercise price of the CSOP option. In 2020 no options were issued. PSP and CSOP options are exercisable no later than the tenth anniversary of the date of grant. The table below summarises the outstanding share options: Outstanding at 1 January Granted during the year Forfeited during the year Exercised during the year Expired during the year Outstanding at 31 December Exercisable at the end of the year Weighted average remaining contractual life (years) 2020 2019 Number of shares 1,807,777 892,500 (131,453) (412,357) – 2,156,467 86,189 1.27 Weighted average exercise price 131p 1p 130p 104p – 82p 242p n/ a Number of shares 2,292,325 703,875 (274,169) (914,254) – 1,807,777 18,800 1.31 Weighted average exercise price 159p 1p 163p 90p – 131p 269p n/ a The weighted average share price at the date of exercise of options exercised during the year ended 31 December 2020 was 996 pence (2019: 959 pence). 153 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 25 Share-based payments continued The fair values of the PSP and CSOP Share options made were determined using the Black-Scholes valuation model. The significant inputs to the model were as follows: 2020 Share price at date of grant Exercise price Dividend yield Expected volatility Risk free interest rate Expected life Fair value at date of grant –issue on 30 December 2020 2019 Share price at date of grant Exercise price Dividend yield Expected volatility Risk free interest rate Expected life Fair value at date of grant –issue on 17 April 2019 2018 Share price at date of grant Exercise price Dividend yield Expected volatility Risk free interest rate Expected life Fair value at date of grant- issue on 1 June 2018 2017 Share price at date of grant Exercise price Dividend yield Expected volatility Risk free interest rate Expected life Fair value at date of grant- issue on 1 June 2018 PSP 1116p 1p 2.7% 30% 0% 4 years 999p PSP 937p 1p 3.3% 28% 0.88% 4 years 820p PSP 1021p 1p 3% 29% 0.94% 4 years 905p PSP 724p 1p 3% 28% 0.25% 4 years 641p CSOP 1021p 1021p 3% 29% 0.94% 4 years 179p CSOP 724p 724p 3% 28% 0.25% 4 years 115p The expected volatility applied in the Black-Scholes models reflects the assumption that the historical volatility is indicative of future trends, which may not necessarily be the actual outcome. As the Company has only a limited history of quoted share price volatility, the expected volatility has been partly based on the historical volatility of comparator companies. 26 Investment in own shares During the AGM held on 16 June 2020, the shareholders approved that up to a maximum of 10% of the Company’s shares could be purchased by the Company and held as own shares, renewing the authority agreed on 25 April 2019. The authority expires at the conclusion of the Company’s next Annual General Meeting after the passing of this resolution or, if earlier, at 23:59 on 15 September 2021. Established in 2018, the FDM Group Employee Benefit Trust was used to purchase shares sold by option holders upon exercise of options under the FDM Performance Share Plan and sell shares to the members of the FDM Group Buy As You Earn Plan. The Group accounts for the Company’s shares held by the Trustee of the FDM Group Employee Benefit Trust as a deduction from shareholders’ funds. 154 FDM Group (Holdings) plcAnnual Report and Accounts 2020 The administrative costs of running the Trust have been consolidated in the results of FDM Group (Holdings) plc. Number of shares in the Company owned by the EBT Nominal value of shares held Cost price of shares held Prevailing valuation per share Total market value of shares Minimum number of shares in the Company owned by EBT during the year Maximum number of shares in the Company owned by EBT during the year 31 December 2020 31 December 2019 385,777 £3,858 £3,794,551 £11.24 £4,336,133 385,777 830,224 830,224 £8,302 £8,165,217 £10.34 £8,584,516 449,182 834,660 27 Related parties In 2019, the Group paid rental of £24,000 to Rod Flavell, Chief Executive Officer and Sheila Flavell, Chief Operating Officer, for rent of a London apartment used for short-term employee accommodation. The agreement expired in September 2019. The rent payable was at market rate, no balances were outstanding at year end 2019. At no time during 2019 was the apartment used by any of the Directors. There was no equivalent arrangement in 2020. A number of the Directors’ family members are employed by the Group. The employment relationships are at market rate and are carried out on an arm’s length basis. The full registered addresses of all subsidiaries of the Parent Company are disclosed on page 161. 28 Financial risk management The Group manages its capital to ensure the Company and all its subsidiaries will be able to continue as a going concern whilst maximising the return to shareholders. The use of financial instruments is managed under policies and procedures approved by the Board. These are designed to reduce the financial risks faced by the Group and Company, which primarily relate to credit, interest, liquidity, capital management and foreign currency risks, which arise in the normal course of the Group’s business. There are no adjustments between the amounts presented in the Statement of Financial Position and the fair values of the assets and liabilities. Credit risk Credit risk is managed on a Group basis and arises from cash and cash equivalents and trade receivables. The Group provides credit to customers in the normal course of business and the amount that appears in the Consolidated Statement of Financial Position is net of an allowance for expected credit losses of £1,029,000 (2019: £202,000). All material trade receivable balances relate to sales transactions with the Group’s blue-chip customer base. At the reporting date, although the Group had significant balances with key customers, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset. Credit risk is managed through agreed procedures which include managing and analysing the credit risk for new customers and managing existing customers. For new customers we obtain and review credit ratings and set credit limits based upon our past experience. £477,000 of trade receivables at 31 December 2020 (2019: £1,841,000) is owed from new customers (less than six months). Interest rate risk Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group’s exposure to the risk of changes in market interest rates is limited as the Group had no borrowings therefore it has limited exposure to interest rate risk. The Group manages its interest rate risk through regular reviews of its exposure to changes in interest rates. 155 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Consolidated Financial Statements 28 Financial risk management continued Liquidity risk The Group manages liquidity risk by maintaining adequate cash reserves and continuously monitoring forecast and actual cash flows and where appropriate matches the maturity of financial assets and liabilities. The Group has no borrowings from third parties at the year end and therefore liquidity risk is not considered a significant risk at this time due to the Group’s cash balances. Capital management The Group’s policy is to maintain a strong capital base so as to maintain investor market, creditor, customer and employee confidence and to sustain future investment and development of the business. The capital structure of the Group consists of equity attributable to the equity holders of the Group comprising issued share capital, other reserves and retained earnings. The Board monitors the capital structure on a regular basis and determines the level of annual dividend. The Group is not exposed to any externally imposed capital requirements. Fair values There is no significant difference between the carrying amounts shown in the Consolidated Statement of Financial Position and the fair values of the Group and Company’s financial instruments. For current trade and other receivables or payables with a remaining life of less than one year, the amortised cost is deemed to reflect the fair value. There are no assets or liabilities measured at fair value through profit and loss, no derivatives used for hedging, or other financial liabilities at amortised cost. Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group’s exposure to the risk of changes in foreign exchange rates relates primarily to the Group’s operating activities (when revenue or expense is denominated in a different currency from the Group’s functional currency) and the Group’s net investments in foreign subsidiaries. The currencies giving rise to this risk are primarily the US Dollar, Canadian Dollar, Hong Kong Dollar and Euro. The Group has both cash inflows and outflows in these currencies that create a natural hedge. Cash and cash equivalents The Group’s cash and cash equivalents are denominated in the following currencies: 2020 £000 43,759 5,270 1,748 6,424 2,409 959 896 819 1,312 1,129 64,725 2019 £000 25,005 3,027 1,553 3,384 1,083 956 625 511 494 341 36,979 Pounds Sterling US Dollar Canadian Dollar Euro Hong Kong Dollar South African Rand Chinese Renminbi Swiss Franc Singapore Dollar Australian Dollar 156 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Trade receivables The carrying amounts of the Group’s trade receivables are denominated in the following currencies: Pounds Sterling US Dollar Canadian Dollar Euro Hong Kong Dollar Australian Dollar Singapore Dollar Chinese Renminbi Swiss Franc South African Rand 2020 £000 13,105 4,293 1,996 1,977 1,117 1,055 841 548 193 22 25,147 Trade and other payables The carrying amounts of the Group’s trade and other payables are denominated in the following currencies: Pounds Sterling US Dollar Canadian Dollar Euro Hong Kong Dollar Singapore Dollar Australian Dollar Swiss Franc South African Rand Chinese Renminbi 2020 £000 13,834 5,926 3,025 2,442 635 583 1,735 209 58 116 28,563 2019 £000 15,766 6,285 3,260 3,692 1,506 831 1,003 62 364 346 33,115 2019 £000 15,023 2,170 2,286 1,830 458 344 418 102 47 59 22,737 29 Post balance sheet event On 25 February 2021, the Group paid £3.0 million in full satisfaction of the agreed settlement in respect of the long-standing legal claim (see note 6). 157 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Parent Company Statement of Financial Position as at 31 December 2020 Non-current assets Investments Current assets Trade and other receivables Cash and cash equivalents Total current assets Total assets Current liabilities Trade and other payables Total liabilities Net assets Equity attributable to equity holders of the parent Share capital Share premium Capital redemption reserve Own shares reserve Other reserves Retained earnings Total equity Note 2020 £000 2019 £000 3 4 5 6 7 3,277 3,277 64,105 182 64,287 67,564 56 56 3,567 3,567 47,513 35 47,548 51,115 55 55 67,508 51,060 1,092 9,705 52 (3,795) 3,277 57,177 67,508 1,092 9,687 52 (8,164) 3,567 44,826 51,060 The Parent Company made a profit for the year of £33,701,000 (2019: profit of £36,648,000). In accordance with section 408 of the Companies Act 2006, the Parent Company’s individual profit and loss account is not included in these financial statements. The notes on pages 161 to 164 are an integral part of the Parent Company Financial Statements (Registered Company 07078823). These financial statements on pages 158 to 164 were approved by the Board of Directors on 9 March 2021 and were signed on its behalf by: Rod Flavell Chief Executive Officer 9 March 2021 Mike McLaren Chief Financial Officer 9 March 2021 158 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Parent Company Statement of Cash Flows for the year ended 31 December 2020 Cash flows from operating activities Company profit before tax for the year Adjustments for: Dividends received Increase in trade and other receivables Increase in trade and other payables Cash flows used in operations Cash flows from investing activities Dividends received Recharge for share-based payment Net cash generated from investing activities Cash flows from financing activities Proceeds from issuance of new shares Proceeds from sale of shares from EBT Proceeds from sale/ (purchase) of own shares Dividends paid Net cash used in financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Note 2020 £000 2019 £000 33,701 36,648 (34,000) (14,730) 1 (15,028) 34,000 506 34,506 – 349 405 (20,085) (19,331) 147 35 182 (37,000) (3,880) 14 (4,218) 37,000 4,037 41,037 9 271 (2,958) (34,113) (36,791) 28 7 35 10 10 5 The notes on pages 161 to 164 are an integral part of the Parent Company Financial Statements. 159 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Parent Company Statement of Changes in Equity for the year ended 31 December 2020 Share capital £000 Share premium £000 Capital redemption reserve £000 Own shares reserve £000 Other reserves £000 Retained earnings £000 Total equity £000 Balance at 1 January 2020 1,092 9,687 52 (8,164) 3,567 44,826 51,060 Profit for the year Total comprehensive income for the year Share-based payments (note 3) Transfer to retained earnings New share issue Own shares bought back Own shares sold Dividends paid Total transaction with owners, recognised directly in equity – – – – – – – – – – – – – 18 – – – 18 – – – – – – – – – – – – – – (25) 4,394 – 4,369 – – 33,701 33,701 33,701 33,701 2,079 (2,369) – – – – – 2,369 – – (3,634) (20,085) 2,079 – 18 (25) 760 (20,085) (290) (21,350) (17,253) Balance at 31 December 2020 1,092 9,705 52 (3,795) 3,277 57,177 67,508 Share capital £000 Share premium £000 Capital redemption reserve £000 Own shares reserve £000 Other reserves £000 Retained earnings £000 Total equity £000 Balance at 1 January 2019 1,083 8,771 52 (4,562) 5,955 38,254 49,553 Profit for the year Total comprehensive income for the year Share-based payments (note 3) Transfer to retained earnings New share issue Own shares bought back Own shares sold Dividends paid Total transaction with owners, recognised directly in equity – – – – 9 – – – 9 – – – – 916 – – – 916 – – – – – – – – – – – – – – (3,921) 319 – – – 36,648 36,648 36,648 36,648 1,696 (4,084) – – – – – 4,084 – – (47) (34,113) 1,696 – 925 (3,921) 272 (34,113) (3,602) (2,388) (30,076) (35,141) Balance at 31 December 2019 1,092 9,687 52 (8,164) 3,567 44,826 51,060 The notes on pages 161 to 164 are an integral part of the Parent Company Financial Statements. 160 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Parent Company Financial Statements 1 Going concern The Directors have a reasonable expectation that with the continued support of other Group companies, the Company will have adequate resources to continue in operational existence as a holding company for the foreseeable future. Accordingly, the Directors continue to adopt the going concern basis for preparing the financial statements. 2 Accounting policies The Company Financial Statements have been prepared in accordance with international accounting standards in conformity with the requirements of the Companies Act 2006 and international financial reporting standards adopted pursuant to Regulation (EC) No 1606/2002 as it applies in the European Union. The Company has taken the exemption under section 408 of the Companies Act 2006 not to present the parent company income statement. The profit for the year was £33,701,000 (2019: profit of £36,648,000). The financial information has been prepared on a historical cost basis. The accounting policies of the Company are the same as those of the Group and have been applied consistently. These are set out in note 3 in the Notes to the Consolidated Financial Statements, except that the Company has no policy in respect of consolidation. Investments are carried at historical cost. Details of the Company’s significant accounting estimates, being the share-based payments, are consistent with those disclosed in note 4 to the Consolidated Financial Statements on page 140. 3 Investments At 1 January Additions Recharge of IFRS 2 investment At 31 December 2020 £000 3,567 2,079 (2,369) 3,277 2019 £000 5,955 1,696 (4,084) 3,567 The value investments represents the accounting in respect of the costs associated with the PSP, as the awards relate to employees of its subsidiary undertakings and the investment in subsidiaries. For further details of the PSP see note 25 to the Consolidated Financial Statements. The total cost of investments in subsidiaries, is £2 (2019: £2). Astra 5.0 Limited acts as an intermediate holding company and provides human resources and marketing services to the Group. The remaining subsidiaries carry out the principal activity of the Group. 161 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Parent Company Financial Statements 3 Investments continued The Company holds the following investments in its subsidiaries: Company Astra 5.0 Limited FDM Group Limited FDM Astra Ireland Limited FDM Group Inc. FDM Group Canada Inc. FDM Group NV FDM Group GmbH FDM Switzerland GmbH FDM Luxembourg S.A. FDM South Africa (PTY) Limited FDM Singapore Consulting PTE Limited FDM Technology (Shanghai) Co. Limited FDM Group HK Limited FDM Group Australia Pty Ltd FDM Group Austria GmbH FDM Group BV Country of incorporation Class of share held Direct/ indirect Ownership Ordinary Direct Great Britain Ordinary Great Britain Ordinary Ireland Ordinary USA Ordinary Canada Ordinary Belgium Ordinary Germany Ordinary Switzerland Ordinary Luxembourg Ordinary South Africa Ordinary Singapore Ordinary China Ordinary Hong Kong Ordinary Australia Austria Ordinary The Netherlands Ordinary Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect Indirect 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% 100% The registered address for each subsidiary of the Company as at 31 December 2020 is listed below. The principal place of business of each company is considered the same as the registered office. Company Registered address Astra 5.0 Limited FDM Group Limited FDM Astra Ireland Limited FDM Group Inc. FDM Group Canada Inc. FDM Group NV FDM Group GmbH FDM Switzerland GmbH FDM Luxembourg S.A. FDM South Africa (PTY) Limited FDM Singapore Consulting PTE Limited FDM Technology (Shanghai) Co. Limited FDM Group HK Limited FDM Group Australia Pty Ltd FDM Group Austria GmbH FDM Group BV 4 Trade and other receivables Amounts owed by subsidiary undertakings Other receivables Prepayments and accrued income 3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG, UK 3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG, UK 25-28 North Wall Quay, Dublin 1, Ireland 14 Wall Street, New York, NY 10005, USA 1 Place Ville Marie, 37th Floor, Montreal, QC H3B 3P4, Canada Rue Medori 99, B-1020 Brussels, Belgium 6th Floor, MainzerLandstrasse 41, 60329 Frankfurt am Main, Germany Lavaterstrasse 40, Zurich, CH 8002, Switzerland Office No. 17, 12c Rue Guillaume Kroll, L-1882, Luxembourg 9 Kinross Street, Germiston South, 1401 South Africa 77 Robinson Road, #13-00 Robinson 77, Singapore 068896 22/F Jing'an Kerry Centre Office Tower 3, 1228 Middle Yan An Road, Jing An, Shanghai, 200040, China 6/F, The Annex, Central Plaza, 18 Harbour Road, Hong Kong Level 21, Tower Three, International Towers, 300 Barangaroo Avenue, NSW 2000, Sydney, Australia Handelskai 92/Gate 2/7A, 1200 Wien, Austria Westerdoksdijk 423, 1013 BX, Amsterdam, Nederland 2020 £000 64,095 2 8 64,105 2019 £000 47,470 29 14 47,513 All trade and other receivables are receivable in Pounds Sterling and are fully performing. Amounts owed by subsidiary undertakings are unsecured, non-interest bearing and repayable on demand. 162 FDM Group (Holdings) plcAnnual Report and Accounts 2020 5 Cash and cash equivalents Cash at bank and in hand 2020 £000 182 2019 £000 35 The Company’s cash is held with a financial institution with a credit rating of A at the date of signing the financial statements. 6 Trade and other payables Trade payables Other payables Accruals and deferred income 7 Share capital Authorised, called up, allotted and fully paid share capital 2020 £000 15 3 38 56 Ordinary shares of £0.01 each At 1 January New issues At 31 December 2020 Number of shares 2020 £000 2019 Number of shares 109,186,739 4,930 1,092 – 108,271,708 915,031 109,191,669 1,092 109,186,739 2019 £000 12 – 43 55 2019 £000 1,083 9 1,092 Ordinary shares All ordinary shares rank equally for all dividends and distributions that may be declared on such shares. At general meetings of the Company, each shareholder who is present (in person, by proxy or by representative) is entitled to one vote on a show of hands and, on a poll, to one vote per share. During the year 4,930 (2019: 915,031) shares were issued, the difference between market value and par value at issue resulted in an amount of £18,000 (2019: £916,000) being recognised in share premium with £49.30 (2019: £9,150.31) being recognised as an increase in issued share capital. 8 Related parties The Company holds inter-company balances with certain of its subsidiary undertakings. The transactions that have taken place are in relation to inter-company loan repayments/ additions and dividends which are listed below: Astra 5.0 Limited FDM Group Limited FDM Group Inc. Dividends from related parties 2020 £000 34,000 – – 34,000 Amounts owed by related parties 2020 £000 4,454 59,620 21 64,095 Dividends from related parties 2019 £000 37,000 – – 37,000 Amounts owed by related parties 2019 £000 4,333 43,137 – 47,470 9 Financial risk management The financial risks and uncertainties the Company faces are the same as those of the Group. These are set out on pages 155 to 157. 163 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes to the Parent Company Financial Statements 10 Dividends Dividends received Received from subsidiaries Dividends paid Paid to shareholders 2020 2020 £000 2019 £000 34,000 37,000 20,085 34,113 An interim dividend of 18.5 pence per ordinary share was declared by the Directors on 28 July 2020 and was paid on 4 September 2020 to holders of record on 7 August 2020. The Board declared a second interim dividend of 13.0 pence per ordinary share on 27 January, the amount payable was £14,146,000, which was paid to shareholders on 26 February 2021 to holders of record on 5 February 2021. The Board is proposing a final dividend of 15.0 pence per share in respect of the year to 31 December 2020, for approval by shareholders at the AGM on 28 April 2021, the total amount payable will be £16,322,000. Subject to shareholder approval the dividend will be paid on 4 June 2021 to shareholders of record on 14 May 2021. This brings the Company’s total dividend for the year to 46.5 pence per share (2019: 16.0 pence per share). The Board has adopted a progressive dividend policy; the Group will retain sufficient capital to fund ongoing operating requirements, maintain an appropriate level of dividend cover and sufficient funds to invest in the Group’s longer-term growth. 2019 An interim dividend of 16.0 pence per ordinary share was declared by the Directors on 22 July 2019 and was paid on 20 September 2019 to holders of record on 23 August 2019. The Board updated its recommendation included in the 2019 Annual Report and Accounts and did not propose a final dividend in respect of the year to 31 December 2019 following the global outbreak of COVID-19. 11 Directors’ remuneration Directors’ remuneration was paid by FDM Group Limited in both the current and prior year and no recharge was made to the Company. For further details see note 10 to the Consolidated Financial Statements on page 146. 12 Auditors’ remuneration Auditors’ remuneration of £7,000 was charged in relation to 2020 (2019: £7,000), the fees were paid by FDM Group Limited in both the current and prior year and no recharge was made to the Company. 13 Employees The Company had no employees during the current or prior year. 164 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Shareholder Information Directors David Lister Rod Flavell Sheila Flavell Mike McLaren Andy Brown Peter Whiting Michelle Senecal de Fonseca Jacqueline de Rojas Alan Kinnear Non-Executive Chairman Chief Executive Officer Chief Operating Officer Chief Financial Officer Chief Commercial Officer Non-Executive Director Non-Executive Director Non-Executive Director Non-Executive Director Company Secretary Mark Heather Registered office Independent Auditors Bankers Registrars Stockbrokers (joint) Legal advisors 3rd Floor Cottons Centre Cottons Lane London SE1 2QG PricewaterhouseCoopers LLP 1 Embankment Place London WC2N 6RH HSBC Bank plc 8 Canada Square London E14 5HQ Link Group 10th Floor Central Square 29 Wellington Street Leeds LS1 4DL Investec Bank plc 30 Gresham Street London EC2V 7QP Taylor Wessing LLP 5 New Street Square London EC4A 3TW HSBC Bank plc 8 Canada Square London E14 5HQ Shore Capital Cassini House St James’s Street London SW1A 1LD 165 Strategic ReportGovernanceFinancial StatementsFDM Group (Holdings) plcAnnual Report and Accounts 2020 Notes 166 FDM Group (Holdings) plcAnnual Report and Accounts 2020 Produced by UK Ireland USA Canada Germany Spain Luxembourg The Netherlands South Africa Hong Kong Switzerland Singapore Austria France China Australia F D M G r o u p ( H o l d i n g s ) p l c A n n u a l R e p o r t a n d A c c o u n t s 2 0 2 0 FDM Group 3rd Floor, Cottons Centre, Cottons Lane, London SE1 2QG Tel: Fax: Email: enquiries@fdmgroup.com +44 (0) 20 3056 8240 +44 (0) 870 757 7634 © FDM Group 2021