annual report
& accounts
• 2019 •
Climate change is our responsibility
Let’s keep the world our home
Annual Report &
Accounts 2019
Contents
Strategic Report
Why we exist: Let’s keep the world our home
How we achieve our purpose & CSR:
Powering a cleaner, greener future together
What we do to achieve our purpose & CSR:
Empowering you to use, share, generate and store clean energy
Governance Report
Board of Directors
Governance & Directors’ Report
Audit & Risk Report
Nomination & Remuneration Report
Independent Auditors’ Report
Financial Statements
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Parent Company Statement of Financial Position
Consolidated Statement of Changes in Equity
Parent Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
Parent Company Statement of Cash Flows
Notes to the Financial Statements
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Contents
1
Strategic Report
Why we exist:
Let’s keep the world our home
Our purpose and manifesto
2019 achievements
Chairman’s statement
The business model
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6
. . 8
10
Ohief Executive Officer’s review. . . . . . . . . . . . .13
How we achieve our purpose & CSR :
Powering a cleaner, greener future together
Strategic review
Key performance indicators
Operating review
Key risks
Chief Financial Officer’s review
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22
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What we do to achieve our purpose & CSR:
Empowering you to use, share, generate and store clean energy
A regenerative business
Our environmental impact
Our social impact
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Good Energy Annual Report 2019
Good Energy Annual Report 2019
Good Energy Annual Report 2019
Why we exist:
Let’s keep the
world our home
Foreword from our CEO and Founder, Juliet Davenport
2019 marked 20 years since I founded Good Energy, with the explicit purpose of fighting climate change.
It was also the year that the rest of the world stood up and joined the fight. Greta Thunberg’s global
climate strike movement, David Attenborough addressing climate change on BBC prime time, the UK
government declaring a climate emergency and setting a net zero target. Our purpose of tackling
climate change became well and truly mainstream. But the challenge of how we deliver it remains.
The clean energy grid we need to tackle climate change will be distributive. People generating, using,
sharing and storing their own power. In 2019 we accelerated our investment in clean technologies to
help change the way people engage with energy – from how they use it in the home to how they travel.
We have invested in systems that will enable us to serve more customers, with more services, at a
lower cost.
To empower more households and businesses to choose to use genuinely renewable power today, we
had success in 2019 in calling for more transparency in the energy market. We were given the highest
green rating from Which? magazine and saw Ofgem acknowledge that they intend to address the
problem of consumers being misled by greenwashed tariffs.
Informing all of this is our new manifesto. This is a bold expression of who we are and our purpose, for a
decade in which the world must achieve unprecedented cuts to carbon emissions.
2020 will be a crucial year. While in the UK a net zero goal has been set, how the country will achieve it is
the real test. Of course, since that goal was set, societies have undergone dramatic changes to counter the
COVID-19 pandemic. National lockdowns have caused carbon emissions to drop. But temporary reductions
are not enough. Global governments must prioritise green economic recovery that enables sustained
emissions reductions and cleaner, greener societies.
Last year I spoke at the United Nations Conference of Parties (COP25) of Good Energy’s role in pushing
the perceived limits of what is possible — proving that 100% renewable can be done. COP26 is due to take
place in Glasgow, where the world’s governments will assess progress on the Paris agreement. As the UK’s
climate action takes centre place on the global stage, we will continue to prove that 100% renewable is
possible and necessary. Our time is now.
This 2019 Annual Report and Accounts sums up a fantastic year for Good Energy. Together with our
investors, people, customers and generators, we are continuing to help tackle the climate crisis.
Juliet Davenport
Founder and Chief Executive Officer
Our purpose
climate change is our responsibility.
let’s keep the world our home.
Our manifesto
We believe that everyone deserves a future on our home planet.
Swimming in our rivers, walking in the forest or simply breathing
clean air should always be an option; for us, for our children and for
their children.
We know that to keep the planet our home we have to get to 100%
renewable energy. So that’s what we are working towards every
single day.
We exist to give you the ability to generate your own power, not
just buy ours. No one owns the sunshine, the wind or the rain, so
let’s share it.
Our goal is to turn every home and business into its own clean
power station. Get your clean energy from families and businesses
in your local community. Power generated by people like you, for
people like you.
We believe that we all have our part to play. We do ours not only by
empowering you to buy and share clean energy but also by investing
in clean technologies.
We must be bold, stand up and take action to tackle climate
change. We are more powerful together with our customers,
generators, shareholders, partners and people.
We invite you to stand up with us.
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Good Energy Annual Report 2019
Strategic report
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic Report2019 achievements
Putting the business on a firm footing for the future
Investment
in ZapMap, a
catalyst for the
energy sharing
economy and at
the forefront of EV
market growth
Customer
numbers
increased
overall with
business
supply
growing 33%
One point
EV charging
proposition
for businesses
launched
Commenced
next generation
Smart Meter
roll out
Sold
Brynwhilach
solar farm into
community
ownership
but continuing
to be the PPA
offtaker for
the site
Continued
reduction in
underlying debt
Juliet
Davenport
spoke at
COP25 of
Good Energy’s
role in pushing
the perceived
limits of what
is possible
Green
credentials
recognised
by OFGEM
Investment in
market-leading
customer service
platform, Kraken,
to enable growth
in domestic supply
32.5% growth
in domestic FIT
registrations
following surge
in registrations
before the
scheme closure in
Q1 2019
Awarded highest
green rating by
Which? in their
investigation into
green energy
tariffs
HAVEN trial
completed
revealing battery
storage savings
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportChairman’s statement
In 2019, we had another year of good performance
as we continued to deliver against our stated strategy
and shift to the energy world of the future. We
continue to demonstrate our resilience to changing
and difficult markets and remain well positioned
both financially and operationally. We made tangible
investments in our future strategy, progressing in our
transition to providing technology enabled energy
services for the generation, supply and sharing of
100% renewable clean power for all.
Our Market: opportunities and challenges
Looking back, we saw a significant amount of
uncertainty: Brexit negotiations, parliamentary inertia
and a sense of constant macroeconomic volatility
dominated the landscape. Recent events have only
served to heighten this. Following genuine signs of an
economic resurgence in 2020, the ongoing impact of
coronavirus (COVID – 19) has become a global issue.
We are witnessing unprecedented actions from both
governments and businesses: The Bank of England
slashing interest rates, tangible impacts on global
supply chains and many countries in lockdown from
March 2020. Whilst these remain highly uncertain
times, we believe that our financial and operational
resilience is allowing us to react to these market
challenges. We remain cash generative and have a
good cash balance. Despite the pandemic, energy
remains an essential service in homes across the
country. We have a well-diversified customer base
across a range of demographics, who have all
actively chosen to support our purpose in providing
100% renewable clean power for all.
Operationally, our UK focused business is well placed
to respond. The implementation of our new customer
technology platform is progressing as planned, with
a large proportion of customers already operational
on the new platform. This provides us with further
flexibility to operate and deliver all our products and
services to customers.
The health and wellbeing of our employees remains
of critical importance. We have a strong business
continuity process in place to ensure we can
safeguard against future developments. Whilst the
potential impact of the virus remains unknown, we
remain confident in our capabilities as a business
“In 2019, we had another year
of good performance as we
continued to deliver against our
stated strategy and shift to the
energy world of the future. ”
to protect our employees and continue to deliver
products and services for our customers.
We have seen no significant financial impact from the
coronavirus (COVID-19) outbreak to date. This is due
to a strong starting cash position and cash collections
in Q1 2020; the offset of demand impacts between
Domestic and Commercial supply; mitigations in
place for potential cashflow issues; and successful
business continuity plans. However, we continue
to monitor the situation closely while planning for
a range of scenarios including changes to current
government guidance or policy. I believe that as
a business our financial and operational resilience
provides us with the flexibility to handle significant
market volatility. We have a good cash position, a
high proportion of our customers paying by Direct
Debit and an operating model which can handle
remote working.
Strategic developments
As a Board, a key area of focus is to create and
deliver a strategy to navigate the many challenges
and opportunities the business faces. We have
to ensure that the business is well positioned to
capitalise on these growth opportunities – both now
and in a way that is sustainable for the long-term.
As the energy market evolves, so do we. We have
been actively updating our business model to position
ourselves to prosper in the developing energy-as-
a-service space. Decentralisation, digital products
and data analytics will help us thrive and deliver this
new service model to our customers. We continue
to invest across the business to make this transition a
reality. We remain focused on technology, strategic
partnerships and our people. Our investments in
both Kraken and Zap-Map allow us to have the
technological capabilities to play in the right markets
and deliver our vision of a zero-carbon future. We will
ensure that these decisions are taken in the context
of the evolving situation regarding COVID-19.
Board update
In February 2019 Nemone Wynn-Evans joined the
Board as a Non-Executive and has taken on the
role of Chair of Audit and Risk Committee. Nemone
has extensive experience across the financial
services sectors and has listed plc and PRA, FCA/
FSA regulated experience, having acted as finance
director on the main board of a stock exchange.
Nemone is also a Fellow of the Chartered Institute
of Securities and Investments. Nemone’s experience
continues to be an asset to the group as we continue
to reshape the company, leading the shift from
supplying to sharing energy.
In January 2020, Rupert Sanderson was appointed
Chief Financial Officer. Rupert joined Good Energy in
February 2017 and was appointed Finance Director
in January 2018, becoming responsible for finance,
trading, legal and investor relations. His previous roles
include senior financial and commercial positions at
Centrica, British Gas, Serco and Avis Europe. Rupert
began his career as an accountant for PwC and is
a Fellow of the Institute of Chartered Accountants in
England and Wales.
We are proud that we continue to live our values as
a company and our board composition has an equal
representation of men and women. Diversity and
inclusivity are principles which we are passionate
about and continue to promote throughout the
company. We now have a Board in place to guide
and oversee the company to meet its strategic
objective and goals.
Dividend
Alongside our ongoing investments, we aim to
deliver a progressive dividend policy. The policy has
the objective of increasing the dividend over time as
profitability grows to provide an appropriate return
to shareholders. We remain mindful of maintaining
and balancing the ability to invest in long-term
growth opportunities.
Despite a good performance in 2019 and our
confidence in the ongoing business, the Board has
recommended deferring the full year dividend
considering the ongoing COVID-19 pandemic and
prudent cashflow management. The operation of
the Good Energy scrip dividend scheme whilst
still operational, will also be deferred alongside
the dividend. The Board will review this position
following the publication of our interim results in
September 2020.
Looking ahead
In 2020 we remain confident in our ability to operate
in our chosen markets. We expect growth to carry
on being driven by business volumes. Continued
digital investment will fuel customer propositions,
supported by a cash generative business model. We
aim to realise a return on our investments made to
date, while taking advantage of further strategic
and commercial growth opportunities. We will
make further investments across the business as we
continue our evolution as an integrated clean energy
supplier, building on our long and successful history in
this market.
Will Whitehorn
Chairman
3 June 2020
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic Report
The business model – energy as a service
Energy
supply
Sharing energy
Homes
Energy as
a service
Businesses
Products
& services
Future energy
services
Zero carbon
future
Decentralisation
Digitalisation
Data analytics
Decarbonisation
Regenerative
Provide energy that doesn’t
contribute to - and works to
- combat climate change
Health
Income
Gender equality
Education
Energy
Voice
Jobs
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportChief Executive Officer’s review
providers. In 2019, we received recognition that
the way in which our model supports renewable
generation is different from the vast majority of
suppliers. Ofgem granted us permanent derogation
from the price cap on standard variable tariffs,
recognising that our customers choose to be on
this tariff which enables us to provide a high level
of support for renewable generation. Additionally,
Which? magazine gave us the highest green rating
in their 2019 investigation into green energy tariffs.
Our purpose remains to power the choice of a
cleaner, greener future together by helping people
to be part of the solution to the climate crisis. This is
at the core of who we are. And it remains central to
our strategy today and into the future.
Our market and positioning
Our addressable markets in both the domestic and
business markets continue to grow. We have seen
a secular shift in customer demand following a
growing societal awareness. This focus has not been
limited to households, but businesses and financial
institutions as well. BlackRock, Goldman Sachs and
Microsoft have all recently released bold visions
for the future focused on combatting the climate
emergency. Businesses recognise that they need to
provide solutions for their own customers and staff.
Demand for green propositions is now firmly part of
the mainstream conversation.
In 2018 and 2019 we have successfully put Good
Energy on a new trajectory. Embracing the potential
of the business sector, as well as focusing on
generating and managing power behind the meter;
sharing power rather than supplying. We believe we
have found a niche where we can utilise the expertise
across our business effectively and compete in the
ever-changing energy market.
Twenty years ago, we launched net zero electricity
to enable people to be part of the solution to climate
change. Over the next twenty, we will continue to
support the transformation of the electricity market
to 100% renewable. We will also work to transform
the heat and transport markets, too. In doing so,
we’re expressing our purpose of taking responsibility
for addressing the climate emergency and protecting
our planet.
Our objective
Overall, our aim is to support the move to a
renewable future. Our long-term goal is to support
Good Energy customers to have a zero carbon
footprint in electricity, heat and transport as part of
the transition to a zero carbon Britain. In 2020, our
focus is on building the platform to allow customers
to start a journey in electricity, heat and transport
towards reaching zero emissions. Genuinely smart
tariffs and products, electric vehicle (EV) propositions
and continued supply backed by 100% renewable
electricity and carbon neutral gas.
Our opportunity in a decentralising market
When the Group was founded, 98% of the UK’s power
was from non-renewables and customers had far less
choice than they do today about where their energy
came from. Today, 35-40% of the national fuel mix is
now from renewable energy sources. We are proud
of the part we have played – and continue to play –
in supporting renewable generation that is making
the power grid cleaner.
Good Energy continues to supply 100% renewable
electricity, now from 1,500 different locations across
the UK. We are also one of the largest Feed-In Tariff
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Good Energy Annual Report 2019
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportOur vision for the clean energy grid of the future
It is our belief that the clean energy grid of the future will no longer be dominated by a few large fossil fuel
and nuclear based gigawatt generators, but will instead be comprised of millions of households and businesses
generating, using and sharing clean, renewable power.
These new generators will need energy services to support them – and this shift represents a major
opportunity for us. We estimate that today there are approximately one million renewable energy generators
powering the grid. We are unique among UK energy companies in having more generation customers that we
support with FiT management than supply customers, making us well placed to sell the services that enable
energy sharing. The key will be to make being a low carbon household or business of the future simple.
Energy as a service – the business model
Our business already has a foothold in the energy sharing future. Evolving our model to enable energy as a
service manifests in four key themes: decentralisation, digitalisation, data analytics and decarbonisation.
This shift from the old world of energy generation and supply towards technology enabled energy services
is already happening and is what will drive the future of our business. Best in class digital technology and
products, underpinned by real time data analytics will help customers understand and act upon their energy
needs, allowing us to help them decarbonise their lives.
Our strengths
Credibility and trust
•
•
100% renewable for two decades
People who are experts in their fields, highly engaged with clean energy
Expert partnerships
•
•
Proven understanding of renewables attracts leading partners in the energy sector and beyond
Research and innovation into clean energy technologies with our project partners
Experienced leadership
•
Strong leadership team with extensive industry experience
• Non-management Board of Directors with expertise in brand development, renewables and
digital platforms.
The future of Good
Our business model allows us to directly interact with customers throughout the entire value chain.
From power generation to clean energy use, all the way through to how customers engage with how
they use and save energy.
We see our medium-term growth focused on two key areas: (i) the home and (ii) businesses. This is
underpinned by both the utilisation of 47.5MW of installed renewable capacity, and our access to power
purchase agreements (PPAs) and export from generators in the future.
In both home and business, we intend to build a platform for future growth through system investments,
which will enable us to benefit from scale and drive efficiencies. In the home, this will be realised through
the investment in the Kraken customer technology platform, while business will enhance its existing
customer service capabilities.
This platform will allow us to expand the customer proposition through improved products and services.
We have a clear roadmap for future energy services, ranging from expanding the number of business
customers the Group supplies gas to, to battery storage and electric vehicle (EV) opportunities including
leveraging our investment in Zap-Map. We will invest in the right systems, technology and customer service
levels to benefit all our customers and drive growth.
Juliet Davenport
Founder and Chief Executive Officer
3 June 2020
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic Report
How we achieve
our purpose &
CSR: Powering a
cleaner, greener
future together
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Good Energy Annual Report 2019
Strategic report
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportFor example, we recently launched an electric
vehicle (EV) charging solution for businesses,
One Point. This provides businesses with the
infrastructure and capability to act as a dedicated EV
charging destination. Developed following detailed
market positioning work and existing customer insight,
we refined the proposition through a soft launch
before launching a full roll out. We are also working
closely with Zap-Map to leverage an increasing
number of propositions and services for both our
existing and potential customers.
Alongside further propositions, we continue to invest
in systems and people within our business teams that
will support future growth and customer retention.
Strategic review
Compliance with section 172 of the
Companies Act 2006
Section 172 of the Companies Act 2006 requires
directors to promote the success of the Company
for the benefit of the members as a whole and in
doing so have regard to the interests of stakeholders
including shareholders, clients, employees, regulators
and the wider society in which it operates.
Throughout this Strategic Report, we have set out
how we have engaged with our key stakeholders and
how the Board have considered their interests during
the year when making strategic decisions.
Strategic goals to drive growth
Successfully delivering on our business plan will drive
sustainable growth through:
•
•
•
Lowering customer acquisition cost
Implementing the systems and scale to acquire
customers more effectively
Improving customer retention
• Complementary new products and services that
compel customers to stay for longer
•
Increasing customer lifetime value
• Drive greater value from the Group’s customers
through becoming more efficient and selling
more products and services.
Achieving these goals will provide clear benefits for
our customers. Our aim is to create more compelling
propositions geared towards helping people cut their
carbon emissions. These propositions will simplify
customers’ lives and meet their needs.
Investing for growth
Our strengths
Our 100% renewable status, over the past twenty
years, gives us credibility with customers and the
experience and knowledge to attract leading
partners in the energy sector. We have developed
a proven expertise and an understanding of
the renewable energy and clean technology
markets underpinned by partnerships with
like-minded companies.
Our people are experts in their field and have high
levels of engagement. This has been fundamental
to helping us build a strong reputation over time.
Leveraging this expertise, working in partnerships
and focusing on innovative technology is at the
heart of what we have always done as a business.
We continue to develop research into clean energy
technologies, and work in close partnerships to
deliver these innovative products and services.
Recent projects with Octopus Energy, Ørsted and
Zap-Map are evidence of our continued progress
in our markets.
To achieve our strategic goals, we will accelerate
investment in products and services across several
key strands. These will cover both our domestic and
business customers as well as having the appropriate
capital structures to achieve scalable growth.
Transformation through technology: Kraken platform
investment
Putting our expansion plans into action requires a step
change in performance: combining automation, case
management and technology to support our business
processes. Our investment in a proven customer
services technology platform and operating model
with Kraken Technologies Ltd., part of Octopus Group,
was identified as a required first step to facilitate
these plans.
This investment, announced last year, is in line
with our goal of lowering customer acquisition
cost, improving customer retention and increasing
overall customer lifetime value through an improved
offering of products and services. This platform will
enable significant future growth potential in our
domestic business.
Total forecast investment of £4m will be split
approximately equally between cash and non-cash
elements. Operating cost savings will be realised
through a significant reduction in headcount and
operating cost efficiencies. They are expected to
achieve payback of the forecast investment within
18 months of the Q2 2020 full implementation.
The write down of existing systems and the cash
investment into implementation and transition will be
taken across 2019 and H1 2020. Transformation costs
of £865k were incurred in 2019.
Expected efficiency savings will be reinvested in
both price and further proposition development and
roll-out. This will enhance existing products, services
and competitiveness. The new platform will provide
significant scalability and flexibility. It will enable
digital and clean technology innovation of significant
benefit to customers.
Home
Our addressable market in domestic supply continues
to grow in line with the societal shift towards climate
action. Around half of the UK’s twenty-five million
households feel climate change is important. These
households with ‘good intentions’ to reduce emissions
account for roughly 25% of our addressable market,
providing a significant growth opportunity.
However, the domestic market remains highly
price competitive, reflecting the ongoing energy
price sensitivity across the wider economy. We
have also seen substantial market volatility and
since the start of 2018, at least 18 companies
have exited the market. On top of this, there has
been a shift in politics, policies and society as the
climate crisis begins to play a larger role in everyday
decision making.
Our new customer services technology platform will
allow us to improve our service; decrease customer
acquisition costs through being better able to take on
customers at scale; and to realise expected operating
efficiencies through a lower cost to serve. These
savings will allow the Group to reinvest in customer
propositions – making tariffs more competitive and
improving customer retention over the medium term.
To continue improving customer retention, we also
plan to provide a suite of low carbon home services;
the market for which is anticipated to grow to over
£5 billion by 2023. Our propositions will focus on
energy management, control, and connectivity in
line with our addressable market and customer
demand. These will include the roll out of smart
metering (with the latest SMETS2 technology) and
in-home devices such as smart energy monitors
and thermostats. We are already trialling smart
energy monitors with a small number of customers
and will begin a larger rollout throughout 2020.
Our strategy is clear: we will reduce our cost to serve
through improved customer service systems. We are
developing new propositions with existing customers
and will acquire new customers with a lower cost
to serve and acquisition cost, through an improved
bundle of propositions.
Business
We see a significant opportunity to expand with
mid-market industrial and commercials (I&Cs).
Corporations are becoming increasingly aware
of the need to power their operations sustainably.
This grows our addressable market, expanding the
number of larger electricity supply customers and
extending into gas. We will also continue targetting
consumer-facing brands in the leisure, tourism, arts,
property and services sectors.
In 2019, business supply outstripped domestic
supply numbers for the first time. There is an
expanding opportunity to build our business
proposition while maintaining healthy margins,
with a substantially lower acquisition cost and
better retention rate than the domestic supply base.
We have a pipeline of planned propositions to
enhance relationships with our business customers
ranging from supply to carbon reduction services, to
help businesses understand their energy usage and
provide benefits for their employees and customers.
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportOur EV investment in focus: Zap-Map
In Zap-Map (ZAP), we have invested in the UK’s
leading electric vehicle data platform. This creates
huge opportunities to launch products and services
in the crucial area of zero-emission transport – and
is also a catalyst for the sharing economy.
ZAP is the go-to app for Britain’s 280,000 EV
drivers, used for planning routes, identifying charge
points, checking their availability and sharing
power. With close to 250,000 app downloads
and more than 90,000 registered users, ZAP has
a significant user base within the fully electric EV
market. Both the number of EV drivers in the ZAP
community and the number of charge points in
its network have been increasing rapidly, which
enhances the breadth and quality of the available
data. By actively logging the status and availability
of the public charging network, ZAP provides
crucial insights on individual users charging
experience and requirements.
Leveraging the UK’s leading EV platform
With the Government consulting on pulling the
sales ban on new diesel, petrol and hybrid vehicles
back five years to 2035, the growth potential for
the UK EV market is compelling. It is forecast to
grow at an accelerated rate with more than 1
million EVs on UK roads forecast by 2025. This is
driven by factors including:
•
•
•
•
Subsidies and exemptions for EV purchases
and charging
Road tax exemption
0% Benefit in Kind tax rate for EV
company cars
An expanding number of new models on
the market.
Charge point availability is also a significant
influence. In May 2019 the number of EV charging
locations in the UK overtook the number of petrol
stations in the UK; a key milestone in diminishing
range anxiety for current and future EV drivers.
We are at the birth of a growing market, on the
route to zero emission motoring. Through ZAP, we
invested in this market to be part of this future.
Smoothing the transition to EV
ZAP helps existing and potential customers with
the transition to EV driving. ZAP is the foundation,
allowing customers to plan and check routes.
Zap–Pay, soon to be launched, will enable users to
access and pay across multiple networks through
one single app – reducing one of the key barriers
for mass EV adoption.
Range anxiety persists for many potential EV
drivers. However Zap-Map’s new route planning
function, linked to real world driving distance
and availability of various charge points, provides
users with the information to overcome this
perceived difficulty.
Delivering value for business
Businesses will play an ever-increasing role in
the adoption of EVs. ZAP is well placed to provide
products and services to capitalise on growth in
this market.
As businesses look to evolve their own EV
propositions, understanding EV usage data will be
key. With the data they possess, ZAP are building
a platform to provide businesses with genuine
insight on the state of the market. Additionally, ZAP
release regular market insights and reports which
can help businesses plan their next steps.
BestRes
Our Home Innovation Trial is part of the European-
wide BestRes project, which is researching how to
better integrate renewable generation into energy
grids. We provided each household that signed
up to the trial with a smart hub and linked app,
which measured energy usage by different types
of appliance. The aim is to explore and better
understand energy usage and management in
the home.
Strategy in action – recent, ongoing and
future initiatives
In 2019, we have been focused on laying the right
foundations for growth. This has consisted of systems,
people and proposition investment. We have already
begun to implement the Kraken customer technology
platform, have invested in our leadership team and
have a clear proposition roadmap in place for 2020
and beyond.
We continue to refine our proposition pipeline, with
several products in development.
One Point: innovative solutions for a growing and
fragmented market
The EV market is currently fragmented and complex,
but it will soon be essential for UK businesses to offer
charging facilities and services. We are now offering
a new solution to make it easier for businesses to
install chargers and to secure available network
capacity. 2019 saw the launch of One Point: our
end-to-end service which supports businesses
wanting to offer EV charging to their staff, customers
and visitors. We ran a pilot with our customer,
Watergate Bay Hotel; installing four charging
points on the premises, with two more planned.
Further pilot projects will be launched soon with our
partners. Lessons from the pilot scheme will help us
expand One Point to companies up and down the
country, with the potential to integrate Zap–Pay
to enable open and simple access to all One Point
charging locations.
Investing in innovation
The clean energy sector is constantly evolving, and
we want our customers to be a part of it.
That’s why we’re working on new products and
services to help customers support a clean energy
future, along with investing in new technologies and
research. Aside from our investments with Zap-
Map, smart meters and One Point, we continue
to innovate in a number of ways. Recent research
projects with both Honda and BestRes as examples.
HAVEN: using EVs for home energy storage
We recently completed an innovative research
project with Honda, Upside Energy and Salford
University. The study was designed to examine the
value of ‘vehicle-to-grid’ (V2G) technology, where
an electric vehicle is used alongside a special
charger and other home systems: battery storage,
solar panels, a smart hot water tank, and heat
pumps. The technology is designed to maximise
efficient energy usage, save money, and cut
carbon emissions.
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportKey performance indicators
Good Energy measures its progress with a number of key performance indicators (KPIs). In 2019, we
added new measures which closely align with our business.
Further detail on the factors driving our KPI performance is set out in the Chief Executive, Financial and
Operating reviews within this Strategic Report.
Churn (%)
Reflects
the rate of
turnover
or loss of
customers
-1.2%
Churn (%)
Cost to serve
(total business) (£)
Cost to serve (£)
Cost per acquisition
(total business) (£)
Cost per acqu.
18%
17%
16%
15%
Measures the
overhead cost
per customer
excluding
acquisition
costs (ie.
sales and
marketing)
2018
2019
-6.0%
100
90
80
70
60
50
Measures
the cost
to acquire
each
customer
-16.0%
150
140
130
120
110
100
2018
2019
2018
2019
Supply volume
Revenue growth (£’000)
Gross margin (%)
Electricity (MWh)
Supply volume (E)
Measures
the
amount of
electricity
we
supplied to
customers
5.5%
560,000
540,000
520,000
500,000
480,000
Measures
growth in
sales over
the period2
6.4%
Revenue growth
130,000
125,000
120,000
115,000
110,000
105,000
100,000
Measures
profitability
as a
proportion
of revenue
after the
cost of sales2
-3.6%
30%
28 %
26 %
24 %
22 %
20%
2018
2019
2018
2019
2018
2019
Gas (MWh)
Supply volume (G)
Measures
the amount
of gas we
supplied to
customers
-8.1%
600,000
580,000
560,000
540,000
520,000
500,000
22
2018
2019
Admin cost (£’000)
Operating margin (%)
Measures
operational
efficiency by
looking at
administration
cost growth1
-2.4%
Admin cost
30,000
25,000
20,000
15,000
Measures
profitability as
a proportion of
revenue after
operating costs2
-0.7%
Operating margin
6%
5%
4%
PBT from continuing
operations (£’000)
PBT
Measures
profitability as
a proportion of
revenue after
operating costs
-7.9%
2,400
2,300
2,200
2,100
2,000
2018
2019
2018
2019
2018
2019
EBITDA (£’000)
Net debt (£’000)
Measures
profitability of
the company
before the
cost of
interest, tax,
depreciation
and
amortisation
EBITDA
13,000
11,000
9,000
7,000
Measures the
Company’s
ability to repay
all debts if
they were due
immediately
0.5%
Net debt
41,400
41,100
40,800
40,500
Cash & cash
equivalents (£’000)
Cash & cash equi.
Measures the
un-restricted
cash and cash
equivalents
held by the
business at a
point in time
16,000
14,000
-12.7%
12,000
Gross margin
-0.7%
2018
2019
2018
2019
2018
2019
Employee
engagement (%)
Measures how
engaged our
people are
based on
Gallup
12 survey
5.0%
Employee engage
85%
80%
75%
NPS
Measures
how likely a
customer is to
recommend
Good Energy
17.4%
NPS
60
55
50
45
40
Carbon avoided (MWh)
Measure the
carbon we
avoided in
the year
4.6%
Carbon avoided
580,000
560,000
540,000
520,000
2018
2019
2018
2019
2018
2019
1. Administration cost including depreciation and amortisation
2. Revenue, Margin and EBITDA figures reflect continuing operations
23
Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportOperating review
2019 performance - continued delivery
against our strategy
In 2019 we continued to deliver against our strategic
objectives and progress on our journey from energy
generation and supply to energy services as a
business model for the future. We have taken steps
towards achieving this goal by further developing our
capabilities across smart metering and investing in
technology enabled services to support the rapidly
growing electric vehicle (EV) market. Our shift
towards business supply was in line with our plans
to expand our products into the fast-growing
business markets.
Supply – a continued shift to business
Total customer numbers increased by 2.5% to 266.5k.
Within that, we saw a continued shift in customer
mix in line with our ambitions to focus on the business
sector. Including both supply and Feed-in Tariff
(FiT) segments , total business customer numbers
increased 4.9% to 127.8k, while domestic customer
numbers increased marginally by 0.6% to 138.6k.
Customer number growth was driven by an overall
increase in FiT customers of 10% to 167k customers.
The Business supply growth aligns to the longer-term
strategy of a more balanced earning supply portfolio
and is the third year in a row of consistent growth in
this segment. Domestic supply meters fell by 8.4%
in 2019. In line with our stated plans, the ongoing
price sensitive nature of the domestic supply market
remains challenging. However, Ofgem’s decision to
award a derogation from the standard variable price
cap on a permanent basis provides firm validation of
our green credentials.
Our new billing platform, Kraken, is transforming
how we serve customers and is expected to drive
operating cost savings, customer experience benefits
and future growth. This will enable more customers
to access competitively priced clean energy and
technology services. Kraken implementation is in
line with the Company’s strategic goals of lowering
customer acquisition cost, improving customer
retention and increasing overall customer lifetime
value through an improved offering of products
and services.
Electricity supply volumes grew by 5.5% in 2019 to
542GWh, with business supply slightly exceeding
domestic for the first time. Gas volumes fell by 8% to
532GWh, driven by a reduction in domestic supply
meters and not seeing a repeat of the extreme cold
weather seen in Q1 2018. Gas volumes in Q1 2019
were 42GWhs lower than the same period in 2018.
Our overall customer mix was split 52% domestic
customers to 48% business customers. This has shifted
from 53% domestic to 47% business split in 2018. We
anticipate this shift in focus from domestic to business
customers will result in our overall volumes increasing
– assuming seasonal weather conditions follow a
normal pattern.
Importantly, the business market is driven through
quality renewable products and our ability to deliver
a more sophisticated solution for businesses than
the consumer market. This creates a wide range of
potential customers to engage with, particularly in the
SME segment of the business supply market. We have
a clear policy focused on delivering profitable growth,
built around a fair price and better service.
Feed-in Tariff
The FiT scheme closed to new entrants on 31 March
2019. However, for people already signed up to the
scheme, FiT payments will continue for up to 20
years. We continue to administer the scheme for
both our domestic and business FiT customers. The
FiT proposition, in which we have one of the largest
market positions, remains an important aspect of our
business as it is the foundation of energy as a service
in our business model.
Business FiT customers increased 3.8% to 120.0k in
the period. Domestic FiT customer growth increased
by 32.5% to 46.7k customers, driven by an uptake in
registrations ahead of the scheme closure in Q1 2019.
Generation
Our 47.5MW generation portfolio now consists of
six solar and two wind sites, following the successful
sale of Brynwhilach solar site during the year. The
sale of the Brynwhilach solar site completed in May
2019, with the site planned to end up in community
ownership longer term. The focus has shifted to
delivering value from our existing sites, where
generation levels performed well in the period. We
are committed to working on our existing sites and
delivering value to stakeholders.
We continue to take a prudent approach to the value
of our generation business, reflecting the underlying
economics of each asset. We constantly monitor both
the performance and outlook of all the sites to ensure
that our valuation reflects current market conditions.
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Good Energy Annual Report 2019
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportCOVID-19 disclosures
Market overview
Following the ongoing COVID-19 pandemic, we are witnessing unprecedented actions from both
Governments and businesses. As a business, we believe that our financial and operational resilience will
allow us to react to these market challenges. We remain cash generative and have a strong cash balance.
Operationally, our UK focused business is well placed to respond. The implementation of our new customer
technology platform is progressing as planned, which provides us with further flexibility to operate and
deliver all our products and services to customer.
Energy market
Good Energy and the rest of the UK energy suppliers will have to play their part in supporting the UK
population through the COVID-19 crisis. Specific measures on PPM (pre-payment meters) will have
limited impacts for Good Energy due to our small PPM customer base (<1k meters, and <1% of our total
meters on supply).
However, debt windows and reassessment of bills - including pausing payment - will likely have a greater
impact. What remains unclear is the scale of our customer base that these measures will affect. We have
undertaken a detailed stress testing approach to understand a range of potential implications.
Business continuity
We have been extremely focused on activating our operational response plan and now have our full
business of just under 300 people working remotely. We are operating our core billing, supplier payments,
forecasting, trading and customer contact normally although we are needing to make adjustments, such as
encouraging substantial self-serve on meter reading etc, given those 3rd party face to face operations are
being substantially curtailed.
As of Friday 20 March 2020, GE transitioned to a 100% remote workforce. This was actioned in
several waves, to ensure continuity was uninterrupted, particularly within customer care. Good Energy is
behaving in an agile way, by identifying employees within the business who may be less busy as a result
of COVID-19 and training them to provide additional support to customer care, either in data analytics or
customer interaction.
The business works predominantly on cloud-based servers, and already had in place several online
communication tools, including Skype for Business and Microsoft Teams. Initial findings have shown that BAU
can be achieved, despite the lack of physical proximity. This includes the customer care team, who are now
100% remote working and have seen almost no difference in call waiting times or customer service levels.
We expect to be able to maintain this level of service, as we become more accustomed to remote working.
Wider business functions continue to operate as normal whilst working remotely. Forecasting, trading, sales
and ancillary functions have all been successful in transitioning to this new model.
Generation sites are likely to be unaffected. Sites can operate without human intervention, and contractors
will be able to attend site for any required maintenance as they are exempt from travel restrictions due to
utilities being an essential service.
Billing and customer relationship
The business has been proactive in discussions with several of its key customers. Conversations have been
held with our largest customers, where we remain confident in their liquidity and ongoing ability to pay. This
represents a significant portion of our business portfolio.
For those smaller businesses who are more likely to see negative impacts from COVID, we are working
with them to understand their needs. For many who have been forced to postpone operations, we will look
for accurate meter readings. This will ensure that any bills they receive will be for lower, actual volumes
consumed, as opposed to relying on estimates based on historic consumption. This provides customers with
actual figures, and not larger potentially more daunting figures based on incorrect consumption estimates.
These conversations are ongoing across all of our business customers, with our sales and billing team
being proactive.
We are asking customers to self-serve meter readings where possible, due to the operational challenges
with sending technicians out on our behalf. We have seen positive results to date.
Working closely to understand our customers’ needs will ensure that we can partner with them during these
uncertain times.
Finance
Revenue
From a revenue perspective we expect to see a reduction in energy supply revenue on account of
reduced demand in commercial supply, but this is expectedto be partially offset by an increase in domestic
supply demand.
Cashflow
Clear quantitative evidence to show the impact on domestic demand for Good Energy’s customer base is
only beginning to emerge. It is clear that there will be an increase in domestic demand, and this will be a
natural offset to reduction in commercial demand. However, whilst demand will almost certainly increase,
people’s ability to pay bills has the potential to be reduced. Cashflow is a higher risk than gross margin when
considering the domestic supply business.
We will continue to monitor our expenditure in a prudent manner. There are several mitigations we have
already put in place to ensure a good cashflow position is maintained, including a reduction on discretionary
spend in the short term.
Uncertainty and stress testing
Uncertainty around the scale, timing and impact of the coronavirus pandemic means it is difficult to give
meaningful external guidance for forecasts in the year ahead. We have analysed a range of outcomes for
the current year for different sales scenarios. The resulting stress test is very useful; it gives a clear picture
of the possible effects on our balance sheet and finances and points to the practical steps we can take to
ensure the Company is best places to cope with all imaginable outcomes.
We have performed stress testing on our cashflows, to determine what is the maximum strain that the
business could bear over the next 12 months in respect of the potential impacts of COVID-19 and the full
redemption of Good Energy Bonds II in June 2021, against cash requirements, financial covenants with
trading counterparties within the supply business and debt covenants within the generation business.
Early impact
We have currently seen no deterioration in direct debit or pay on receipt of bill cash receipts from
customers since the start of the COVID-19 pandemic and lockdown.
Early indications have shown a 10-15% increase in demand for domestic electricity and gas with this
segment accounting for approximately 55% of Good Energy’s supply cash flow. We have seen a reduction
of approximately 25% in electricity demand from our business customers. This segment accounts for
approximately 45% of Good Energy’s supply cash flow. It is a sector diversified portfolio of c.8000 customers
including a number of prestige clients. We have currently seen no deterioration in direct debit or pay on
receipt of bill cash receipts from customers since the start of the COVID-19. However, as the lockdown
period continues, and an economic downturn commences we are expecting an impact on business and
domestic customers’ ability to pay for energy usage.
Stress testing and going concern
As with all businesses, we have spent considerable time assessing the potential impacts that COVID could
have on our operations. Despite the limited impact that we have seen to date, we continue to monitor a
range of potential worst-case scenarios. Further details can be found on page 72.
Summary
We believe that Good Energy Group has a resilient financial and operational platform after taking the
impact of the COVID-19 outbreak into account. This is due to a strong cash position, the offset of demand
impacts between Domestic and Commercial supply, mitigations in place for potential cashflow issues, and
successful business continuity plans already in place.
Further information can be found on page 72.
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportKey risks
Risk management approach:
Good Energy recognises that effective risk management is critical to enable it to meet its strategic objectives.
The Company has a clear framework for identifying and managing risk, both at an operational and strategic
level. Its risk identification and mitigation processes have been designed to be responsive to the changing
environment in which it operates. The impact of emerging risks on the Company’s business model are also
considered and used to make informed decisions, including as to the delivery and evolution of the Group’s
strategy. The risks below capture those risks that would have the most significant, adverse impact – based
on their impact and / or likelihood – on the Company. While the risks are typical of the risks faced by other
energy suppliers, we believe the Company is well positioned to mitigate through a combination of our risk
management processes, our control activity and our evolving strategic direction.
Generation
Energy supply
Sharing services
Generation
PPA
Supply
B2C
Supply
B2B
FiT
P&S
Political
Regulatory
Financial risk management
Cyber
Wholesale market and
price volatility
Weather, forecasting
demand and generation
Brand, Trust and Reputation
COVID-19
lower risk
lower/medium risk
medium risk
elevated risk
Power purchase agreements (PPA)
Feed-in-Tariff (FIT)
Domestic customer supply (Supply B2C)
Products & services (P&S)
Business customer supply (Supply B2B)
Our business model
Good Energy has two principal business areas: Supply and Generation. Our Supply business where we
serve over 260,000 domestic and business customers and match all the electricity used by them with power
sourced directly from 100% renewable sources. Within Supply, our Feed-in Tariff (FIT) administration services
help households and business meet either all or part of their electricity demand directly from their own
renewable technology.
Our Generation business delivers 100% renewable electricity to the UK electricity grid from eight renewable
energy facilities across the UK that Good Energy owns and operates.
Operationally, our segments are supported by a common central operating platform which provides
functional support to our businesses around sales, IT, marketing etc. This allows us to achieve efficient scalable
growth and to use the platforms to cross-sell different services and capabilities to different customer types. In
2020 we will introduce a new customer services platform. Licensed from Kraken Technologies, a subsidiary of
the Octopus Energy Group, the new platform will provide significant scalability and flexibility. Built to efficiently
handle large data volumes, it will support the roll out of future smart products and services and provide a
single customer view. This will allow Good Energy to play to its strengths in the home and business clean
energy services market, through simplifying its customer services processes and supporting a step change in
the ability for the company to respond to future customer needs.
Our business model relies on some important partnerships and communities, in addition to our customers who
range from individual consumers and households, small businesses through to large corporations.
Our proposition to our customers is to be a trusted and fair customer-focused supplier of 100% clean energy,
who is driven by a clear purpose to power the choice of a cleaner, greener future together. This unique
proposition, along with our strong brand, are important elements of our business model.
In our Supply and Generation business areas, we continue to ensure we have robust continuity planning
process in place to support our operational and financial resilience. The coronavirus (COVID-19) pandemic
provides an example of an exogenous shock we have prepared for. We have seen no significant impact from
the pandemic to date, however we are monitoring the situation closely while planning for a range of scenarios
including changes to current government guidance or policy. The business is confident that it has the flexibility
and plans in place to mitigate sufficiently the material impacts of the crisis.
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportPrincipal risks and uncertainties
Political risk: In 2018, the government introduced a market-wide Standard Variable Tariff (SVT) price cap.
This is a price cap, setting the maximum price that a supplier is allowed to charge for electricity and gas for
domestic consumers, focused on consumers that have not proactively engaged in the market and chosen
a tariff (and are therefore on the SVT, or other default tariffs). On 1 August 2019, Ofgem awarded us a
permanent derogation from the price cap in recognition of the many ways in which the Company continues
to support renewable energy generation across the UK. This was recognition of our strong level of customer
engagement; active decisions by our customers to be on chosen tariffs; and essentially demonstrating to
Ofgem the associated costs of providing green energy.
Successfully proving all these factors underpinned our achieved derogation which will apply for the full
duration of the price cap until it is removed in 2023.
Beyond the derogation the past 12 months have seen two Prime Ministers, a general election and the UK leave
the EU - Political risk is ever present. As a result, Good Energy will continue to support, lobby and influence
wherever it is appropriate especially when it comes to the Green agenda. This has become more and more
important politically and in society and Good Energy will continue to push hard to be part of the national
conversation on tackling the climate crisis.
Regulatory risk: The energy industry is constantly changing to keep up with technology, consumer needs &
demands as well as government policy (e.g. SMART and EU General Data Protection Regulation (GDPR) etc.).
Regulations require the Company to make various changes to its procedures within set timelines and have
already led and will continue to lead to the Company incurring additional time and cost in order to ensure
compliance with these new regulations.
A significant volume of regulatory change is a risk to the Company as it can divert time and resource away
from growth initiatives as well as the risk of not meeting regulatory deadlines. The Company has invested in
its regulatory and compliance capability and has enabled the Company to respond effectively to the volume
of change, thereby reducing the risk. GDPR came into effect from May 2018. Good Energy takes the security
of all personal data very seriously and manages the risk in a number of ways to ensure our customer and
employee data is protected. There are a number of controls in place to minimise the risks, such as system
access rights, mandatory training for all employees upon induction with periodic refresher training appropriate
to the employee’s role. Our Guiding Principles set the requirements for all employees and contractors which
include consequences for non-adherence.
Cyber-attack: As we grow as a business and as technological advances are made, we are increasingly
exposed to the threat of cyber-attack. As with many businesses, a successful cyberattack on Good Energy’s
network could result in the Company being unable to deliver service to its customers, potentially damaging
its reputation, and leading to consequential customer and revenue loss. It could also lead to the imposition of
financial penalties.
Good Energy continually assesses its security policies, standards and procedures and adjusts them, so they
are proportionate to the threat profile the Company faces. The Company actively monitors our threat
environment utilising the National Cyber Security Centre (NCSC) which provides weekly updates on the latest
cyber landscape.
Wholesale market and price volatility: Revenue from sales of electricity and gas are affected by fluctuations
in wholesale prices and the associated costs of purchases when market conditions are volatile. Good Energy
mitigates this risk partly through the benefits of its vertical integration, and partly via its forward-looking and
prudent hedging policy.
Due to these policies Good Energy was able to hold prices unchanged through 2019 giving its domestic SVT
customer base certainty on pricing.
Weather, forecasting demand and generation: On the supply side, temperature drives demand and customer
behaviour. From a generation perspective, the impacts of climate change alongside the annual variability of
wind speeds and solar radiation, can result in year-to-year fluctuations. Any material reduction could have an
adverse impact on financial results.
Accurate forecasting is key, in the long term, to guide informed hedging and thus mitigating against adverse
market movements, and in the short term to avoiding imbalance risk. Continued investment in forecasting
capability and systems has provided Good Energy with good visibility and forecasting performance.
Brand, trust and reputation: Good Energy’s purpose is key to its proposition, damage to its brand and
reputation would compromise its competitive position. Good Energy was founded in 1999 to help homes and
businesses be part of a sustainable solution to climate change. We remain as true to this purpose as we were
twenty years ago.
Our community of shareholders, bondholders, generators, customers and employees are helping create a
cleaner, greener future powered by renewables. From using digital innovation to help UK households and
businesses manage their energy usage, to empowering them to generate, store and share their own clean
power, we are leading the charge towards a cleaner, distributed energy system.
COVID-19: The worldwide spread of the COVID-19 virus and subsequent impacts on people and businesses
around the World creates unique risks for all businesses. For Good Energy, those risks can be summarised as
cashflow, business continuity, employee welfare and supplier/customer relationships. The Group is actively
monitoring the impact of COVID-19 on its business and has put in place a number of mitigations to minimise
the impact. The Group has been working with a variety of stakeholders to ensure our UK focused business is
well placed to respond. We now have our full business of just under 300 people successfully working remotely.
All core business functions including customer care are functioning as expected although we are needing to
make adjustments, such as encouraging substantial self- serve on meter reading etc, given those third party
face to face operations are being substantially curtailed.
The Group has spent considerable time assessing the potential impacts that COVID-19 could have on our
operations. This assessment has taken in to account the current measures being put in place by the Group
to preserve cash and reduce discretionary expenditure, and potential reductions in revenues resulting from
the economic impact on domestic and business customers due to lockdown and an expected economic
downturn. Please see the Going Concern disclosure (page 72) for details. .
Financial risk management: This has been considered within note 3 in the Notes to the Financial Statements.
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic Report
Chief Financial Officer’s review
In 2019 we demonstrated financial and
operational resilience with a strong cash
position. We saw strong business growth,
increased our FIT portfolio and made
significant investments in line with our
strategic shift from supply to sharing power.
Finance costs increased by 1.7% to £4.3m, as overall
debt paydown was offset by an increase in reported
finance costs following the implementation of IFRS16.
Underlying profit before tax decreased by 7.9% to
£2.1m (2018: £2.3m). Continuing profit before tax
– after the impact of the one-off Kraken platform
investment – decreased by 45.4% to £1.3m.
Profit and loss
Revenue increased by 6.3% in the period to £124.3m
(2018: £116.9m). The increase was driven by strong
business supply growth particularly in the second
half of the year, offset by lower domestic supply
customer numbers.
Cost of sales increased by 10.9% to £92.6m (2018:
£83.5m). This was predominantly driven by a market
wide increase in commodity prices during 2018,
which flowed into the cost base at the beginning of
the year. There was also a rise in compliance costs,
with significantly increased costs for ROC, CFD and
capacity market contributions in 2019.
Gross profit decreased by 5.4% to £31.7m (2018:
£33.4m) driven by the increase in commodity prices,
lower domestic gas volumes and planned shift
to lower margin but more stable business supply
customers. Gross profit margin decreased to 25.5%
(2018: 28.6%).
Administration costs decreased 5.9% to £25.2m
(2018: £26.8m), excluding the one-off £0.9m impact
of the Kraken platform investment incurred in 2019,
costs decreased 2.7%. To help offset the increased
compliance and commodity costs the business kept
close control over costs in 2019. Through this we
were able to deliver a £1.6m reduction in like for like
costs versus 2018.
Our investment in the Kraken billing platform
comprises the first stage of our Customer Services
2020 project (CS2020).
This project enables a move to a more customer
centric and less resource intensive customer support
and billing system. In addition to the initial £0.9m
in admin costs in 2019, CS2020 will have further
cost impacts before delivering significant ongoing
administration cost savings from its activation in 2020.
Total forecast investment in Kraken of £4m will be split
approximately equally between cash and non-cash
elements. Operating cost savings are expected to
achieve payback of the forecast investment within
18 months of the full implementation by Q2 2020. It
is anticipated that the write down of existing systems
and the cash investment into implementation and
transition will be taken across 2019 and H1 2020.
Operating margin decreased to 4.5% (2018 5.7%).
Excluding the impact of £0.9m investment costs
above, operating margin was 5.2%.
The tax charge includes the effects of the impairment
of a wind development project and Substantial
Shareholding Exemption on the sale of Good Energy
Brynwhilach Solar Park Ltd.
Cash flow and cash generation
Our business model is cash generative with £8.1m
cash generated from operations (2018: £18.1m), with
£10.0m generated before movements in working
capital (2018: £10.6m). The performance in 2018
included the recovery from delayed billing and cash
collection during 2017.
There was a cash inflow of £1.4m from investing
activities (2018: outflow £2.6m) following the sale of
Brynwhilach solar site in May 2019. This was reduced
by a net outflow of £7.5m (2018: £9.5m) from
financing activities following the repayment in full
of Good Energy Bond I June 2019 and continued
debt paydown.
Funding and debt
The remaining £3.6m of Good Energy Bond I was
repaid in full in June 2019. Following the repayment of
Bond I, Group finance costs will be significantly lower,
making this a positive step towards lowering the
Company’s ongoing financing costs and reducing the
gearing ratio over the medium term.
Net debt increased 0.5% to £41.1m (2018: £40.9m).
Excluding the impact of IFRS 16, net debt decreased
12.6% to £35.7m following the bond repayment.
Gearing ratio increased to 68.6% from 68.5%.
Excluding the impact of IFRS16, the gearing ratio
was 65.5%.
The Group continues to maintain a robust financial
position. We look to ensure we optimise our use of
capital by continually reviewing the returns on our
assets, balancing operating requirements,
investment for growth, and payment of dividends
back to shareholders.
The Group is currently evolving its strategy towards
energy services and remains mindful of the need to
capitalise on strategic business development and
investment opportunities. Prudent balance sheet
management remains a key priority.
Earnings and dividend
Investment in associate
Basic Earnings per share (continuing) decreased
to 7.5p from 10.2p as a result of the underlying
performance and decreased profitability. Alongside
our ongoing investments, we aim to deliver a
progressive dividend policy. Despite a good
performance in 2019 and our confidence in the
ongoing business, the Board has recommended
deferring the full year dividend considering the
ongoing COVID-19 pandemic and prudent cashflow
management. The operation of the Good Energy
scrip dividend scheme whilst still operational, will also
be deferred alongside the dividend. The Board will
review this position following the publication of our
interim results in September 2020.
Investment valuations
As part of our overall financial review, we continue
to monitor the fair value of all of our investments
through an understanding of the wider environment
as well as the underlying economics of all assets
across the business. As a result of this process, the
Board has decided to fully write down the value of
our investment in its remaining un-developed wind
farm site.
The investment had a carrying value as at 31
December 2018 of £1.3m and is reported under
Discontinued Operations.
Non underlying costs
An amount of £865k has been incurred as non-
underlying costs within the period. This amount
relates to the one-off expenditure resulting from
implementing the Kraken technology platform and
associated restructuring costs.
IFRS16
The business implemented IFRS16 regarding
treatment of leases as a new accounting standard in
the period, affecting the treatment of leases. Further
details can be found in the notes to the accounts
(note 16).
The share in loss of associate of £42k in the period,
relates to the equity stake investment in Next Green
Car Ltd. Further details can be found in the notes to
the accounts (note 18).
Outlook
The business continues to perform in line with
management expectations. We have seen no
significant financial impact from the coronavirus
(COVID-19) outbreak to date, however we are
monitoring the situation closely while planning for
a range of scenarios including changes to current
Government guidance or policy.
We believe that Good Energy Group has a resilient
financial and operational platform after taking the
impact of the COVID-19 outbreak into account. This
is due to a strong cash position, the offset of demand
impacts between Domestic and Commercial supply,
mitigations in place for potential cashflow issues, and
successful business continuity plans already in place.
In 2020, underlying profit growth will be underpinned
by both core business growth and finance cost
savings. Following increased investment throughout
2019, we are focused on execution in 2020.
We will monitor our execution to deliver system
improvements, digital and online capabilities to drive
future growth and the longer-term strategy. These
investments will provide us with a platform for future
growth beyond 2021.
Rupert Sanderson
Chief Financial Officer
3 June 2020
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic Report
What we do to
achieve our purpose
& CSR: Empowering
you to use, share,
generate and store
clean energy
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Good Energy Annual Report 2019
Strategic report
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportA regenerative business
Sustainability is an increasingly important focus for businesses of all sizes. The UN’s
Sustainable Development Goals (SDGs) provide a guiding framework. These 17
goals range across environmental and social factors, from protecting life on land to
ending hunger.
Good Energy is a founding member of the UK Stakeholders for Sustainable Development
— a network of organisations working together to act on the SDGs in the UK.
Two of the SDGs are at the core of everything we do:
People: Affordable & clean energy (Goal 7)
Empowering our customers to be part of the solution to the climate crisis is central to our purpose.
We do this by sourcing 100% of our electricity from certified renewable sources. And we continue
to support households and businesses to benefit from generating their own renewable power — a
distributive approach to increasing access to affordable, clean energy.
Planet: Climate action (Goal 13)
We started life as a business to fight climate change. This informs how we operate as a company on
a day-to-day basis. We work hard to accelerate climate action in everything we do; from lobbying
government to take stronger policy measures to public petitions in support of clean power.
How can the SDGs be achieved?
Economist Kate Raworth argues that sustainable development is nearly impossible under our current economic
system: a linear economic model that relies on endlessly extracting resources.
To change this ‘degenerative’ linear economic system, Raworth proposes a ‘doughnut’ model for the economy
that is based on the SDGs, covering environmental and social factors with a safe space in between. Being
‘within the doughnut’ means meeting the social needs of people, whilst not having a harmful impact on
the planet. She explains that there are several levels of responsibility a business can take for its social and
environmental impact: do nothing, do what pays, do your fair share, do net zero, or be regenerative.
Being regenerative means making a positive impact for both people and planet.
Good Energy is aiming to be in this category — we want to go beyond ‘net zero’ and have an actively positive
impact on the world.
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How Good Energy fits the model
The social foundation of our business is to provide energy in a way that doesn’t contribute to – and works
to combat – climate change.
In doing so, we also strive to positively engage with other elements of Raworth’s model. Altogether, our aim
is to become a fully regenerative business and have a net-positive impact across the SDGs.
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic Report
Our environmental impact: combatting
climate change with clean energy
Price Cap Exemption
In 2019, Ofgem introduced the price cap on default
energy tariffs, designed to protect consumers who
are on the most expensive standard variable tariffs –
often without realising it.
Good Energy was one of three green energy
suppliers to be awarded a temporary derogation to
the price cap when it was first introduced. After a
lengthy application which went into every aspect of
our business the regulator awarded us a permanent
exemption from the cap, recognising we offer
material support to new renewable generation in the
UK. And our customers actively choose to support this
unique service when they join one of our tariffs.
The exemption proves that Good Energy is different,
offering a service to customers which can’t be
matched by the vast majority of energy suppliers.
Zero-carbon Britain
Good Energy has always set an example for what
is achievable in clean energy for the UK. When
the company was first founded, no other energy
company was doing 100% renewable electricity.
We created HomeGen in 2004, allowing people to
get paid for generating clean power at home, which
became the blueprint for the government’s Feed-in
Tariff scheme that led to an explosion of hundreds
of thousands of small-scale renewable generators.
With the UN’s next international climate change
conference, COP26, due to take place in Glasgow,
the country has an opportunity to show global
leadership.
We intend to build on our historical role in clean
power – and lead further in the ever more pressing
areas for decarbonisation: heat and transport.
Changing the energy conversation
We work hard to inform the debate around energy
and climate change. The market is changing rapidly,
and consumers need to play a central role in shaping
the country’s energy mix. We are supporting people
to do this by calling for greater transparency about
green energy tariffs.
The fight against greenwashing
Good Energy has been leading the fight against
greenwashed energy tariffs for the past three years.
This is the practice of buying renewable certificates,
called REGOs, separately from the power they relate
to at a very low cost. Many energy suppliers are using
the loophole to offer customers ‘100% renewable’
tariffs without buying any renewable power.
In the past year, the campaign has drawn the
attention of both the regulator, Ofgem, and Which?
magazine. In September, Which? published a report
on the problem, calling out the majority of energy
suppliers and giving Good Energy the highest ‘dark
green’ rating for its power.
Following this success, which was widely covered
in the national media, Ofgem has revisited
greenwashing in its new Decarbonisation Action Plan.
The plan explicitly states: “We are aware of growing
concerns about ‘greenwashing’…we expect suppliers
to be transparent about what constitutes a ‘green
tariff’ and we will undertake work to ensure that
consumers are not misled.”
Our wind farms and solar parks
The decarbonised energy system will be built on technology-enabled energy services, allowing the flexibility
needed for a 100% renewable electricity grid in the UK. We are applying this vision of the future energy system
to how we serve our customers. All underpinned by our own wind and solar parks which are the bedrock of
our business and contribute to the UK’s renewable generation capacity.
Good Energy owns and operates six solar parks and two wind farms. We’ve taken care to consider how the
biodiversity of our sites can be protected and enhanced where possible, and also how our sites can benefit
the communities in which they are based.
Delabole
Carloggas
Location: Cornwall
Capacity: 9.2MW
Homes powered: 6,4001
Community fund: £9,2002 per year.
Projects supported include new fencing
for the allotment society and installing
solar PV at the cricket club.
Hampole
Location: Yorkshire
Capacity: 8.2MW
Homes powered: 5,400
Community fund: £8,200 per year.
Projects supported include a public wildlife
garden, improvements to local churches
and support for community action and
neighbourhood watch groups.
Rook Wood
Location: Wiltshire
Capacity: 5MW
Homes powered: 1,250
Biodiversity: Wildflower meadow to support
pollinating insects, bird and bat boxes on
existing mature trees.
Community fund: £5,000 per year.
Projects supported include a garden project
at the local primary school and community
coffee mornings.
Crossroads
Location: Dorset
Capacity: 5MW
Homes powered: 1,250
Biodiversity: Wildflower meadow to
support pollinating insects, sheep grazing,
on-site beehives.
Community fund: £6,000 per year.
Projects supported include the installation
of solar PV on the roof of a local school and
energy-efficient heating for the village hall.
Location: Cornwall
Capacity: 8.3MW
Homes powered: 2,200
Biodiversity: Diverse grassland, butterfly and
moth friendly planting, bird and bat boxes
on existing mature trees.
Community fund: £8,300 per year.
Projects supported include installing a
new heating system in a local community
centre and providing community waste
and recycling bins.
Woolbridge
Location: Dorset
Capacity: 5MW
Homes powered: 1,350
Biodiversity: Wildflower meadow,
sheep grazing.
Community fund: £5,000 per year.
Projects supported including refurbishing
a library, improving a local skatepark and
installing solar PV at three primary schools.
Creathorne Farm
Location: Cornwall
Capacity: 1.8MW
Homes powered: 1,350
Biodiversity: Wildflower meadow to support
pollinating insects, sheep grazing.
Community fund: £60,000 grant split
between the parishes of Poundstock
and Marhamchurch.
Lower End Farm
Location: Wiltshire
Capacity: 5MW
Homes powered: 1,300
Biodiversity: Enhancing existing hedgerows
to support birdlife, diverse grassland,
wildflower meadow to support pollinating
insects, sheep grazing
Community fund: £7,500 per year.
Projects supported include enabling
Worton and Marston Village Hall to run
free community events, church repairs and
buying a community defibrillator.
1 Data for number of homes powered is approximate and based on average annual household electricity consumption for 2017 of 3,750.08kWh
(Source: BEIS: Average annual domestic electricity bills by various consumption levels 2017)
2 All community fund amounts rise with inflation
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportCarbon neutral gas
Sichuan biogas
Investing in innovation
One Point
Sichuan is one of China’s poorest provinces,
where average annual incomes equate
to €500. The province was also struck by
an earthquake in 2008, which left nearly
5 million people homeless.
Xuyong Biogas helps communities to rebuild
by installing household biogas digesters –
and providing training on how to maintain
them. This allows farmers to use animal
waste to generate clean fuel, reducing
the need for households to spend money
on polluting coal.
As well as improving access to clean,
renewable energy, this project creates new
job opportunities to become biogas installers.
Turkey commercial-scale biogas
This project works with one of Turkey’s largest
dairy companies, which has the capacity to
process 500 million litres of milk annually.
Waste from the plant and surrounding
farms is used to create biogas, which is
then burned to create renewable electricity.
This grid-scale generator is expected
to generate over 14.9GWh annually.
That’s equivalent to the power demand
of 4,500 typical UK homes.
As well as producing clean power and
helping to make Turkey’s power grid greener,
benefits include the production of quality
fertilizer and providing new green jobs.
As well as 100% renewable electricity, we
have thousands of customers signed up to
our carbon neutral gas.
What makes it carbon neutral?
In 2019, we worked to increase the
proportion of renewable biogas we’re able
to supply our customers from 6% up to 10%,
with 10% representing the percentage of the
UK’s gas demand that it would be possible to
source from UK-generated biogas. As of 1st
April 2020, all our gas tariffs offer 10% biogas.
Biogas – also known as biomethane – is
generated by breaking down organic matter
such as farm waste in an anaerobic digester.
The benefit of using biogas - rather than
natural gas is that it maintains the carbon
balance. This means that, when it’s burned,
it releases the same amount of carbon
dioxide that the organic matter used to
produce it absorbed while it grew. Burning
natural gas, however, releases carbon
dioxide locked up millions of years ago.
As well as using biogas, we neutralise
emissions from all the gas our customers
use by investing in verified carbon reduction
schemes, in partnership with ClimateCare.
All three projects we support have received
Gold Standard accreditation, which is an
internationally recognised benchmark for
carbon offset projects.
India biogas
In India, more than 1,000 women and
children die every day from exposure to
smoke produced by household cooking
with solid fuel.
This project works with rural districts to
install biogas digesters. These turn a readily
available fuel source, cattle dung, into clean,
renewable energy for cooking.
Benefits include reducing deforestation from
felling trees for fuel, protecting biodiversity
and improving health within the home.
The digestate produced at the end of the
biogas generation process can also be
used as crop fertilizer.
The clean energy sector is constantly evolving,
and we want our customers to be a part of it.
That’s why we’re working on new products and
services to help customers support a clean energy
future, along with investing in new technologies
and research.
Zap-Map
In May 2019 we announced our investment
in Zap-Map, taking a majority stake in the
Bristol-based EV charging platform. The
start-up simplifies the driving experience
for EV owners, helping them share and
pay for charge points. The app is widely
used among the UK’s 280,000 EV drivers,
and we are helping the company develop
new products for the fast-growing market.
You can find more detail on our Zap-Map
investment in the Strategic review, on
page 20.
2019 saw the launch of One Point – our simple,
end-to-end service that supports businesses wanting
to offer EV charging to their staff, customers and
visitors. A pilot scheme was put in place at the
Watergate Bay Hotel in Cornwall, with Good Energy
managing the installation of four charging points
on the premises. Read more about One Point on
page 21.
Smarter smart meters
We have always believed in the power of smart
meters to change people’s relationship with energy.
The next generation SMETS2 meters will offer
detailed insights and control over our energy usage.
This technology is crucial to supporting a zero-
carbon energy grid. We are currently piloting our
smart project with over 100 customers, ensuring we
get the project right before rolling out nationwide.
HAVEN: using EVs for home energy storage
We completed an innovative research project
with Honda, Upside Energy and Salford University.
The study was designed to examine the value of
‘vehicle-to-grid’ (V2G) technology, where an electric
vehicle is used alongside a special charger and other
home systems: battery storage, solar panels, a smart
hot water tank, and heat pumps. The technology is
designed to maximise efficient energy usage, save
money, and cut carbon emissions.
The study concluded that the technology could
save up to £300 a year by enabling households to
store and share electricity in their car’s battery.
But the new clean energy technology faces
significant roadblocks, with fresh policy needed
to enable its future.
“Vehicle to grid is the missing link between electrification of transport
and decarbonisation of our grid and our homes. V2G is where solar
power was 10 years ago – the technology exists but it requires
innovation, investment and joined up thinking. With the right policy
support it could become another clean technology British success story.”
Juliet Davenport, CEO & Founder, Good Energy
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportOur customers
Eco-conscious households
Jay and family made the switch from a ‘Big Six’ supplier to Good Energy over 4 years ago.
“The reason we chose and have remained customers with Good Energy is because we care about
the environment and want to be part of the green revolution, knowing all energy provided by the
company is genuinely 100% renewable.”
Home generators
At Good Energy, we administer Feed-in Tariff payments for over 150,000 sites. This makes us the only
UK energy company that has more customers that generate their own power than who buy it from us.
Bob is one of our long-standing Feed-in Tariff customers.
“When we installed our solar panels in 2007 (I believe we were the first to do this in Alton
Hampshire) it was clear our energy supplier could not handle the changes. Good Energy were
recommended and we soon joined.
We decided also to invest in what GE was planning to do so purchased shares and later bonds as
well. This was to support the company’s schemes for wind farms and community action. We had
also put in Thermal Solar panels and together with our PVs got a good initial FiT. We consciously
adapted our lifestyle to minimise energy use (and cut back on material use as well). I have
purchased an electric vehicle and have also installed a Tesla Powerwall storage battery.
My wife and I are active in our town, joining a climate action group and local environmental group.
It is noticeable that the arguments against tackling climate change have shifted considerably in
recent years.”
Small green businesses: The Garden
The Garden restaurant is just down
the road from Good Energy’s offices in
Chippenham. Owner John says customers
and staff like the fact that it runs on 100%
renewable power.
“We are always striving to be green and
to do things that help the world go round.
Having Good Energy as our energy
provider has helped us to become wholly
sustainable. If we weren’t using renewable
energy I feel we would be missing out on
something very important.
It’s great to open people’s eyes and
make them understand that it’s not that
difficult to be green. I think the more
and more we let people know about our
relationship with Good Energy, the more
and more people will enjoy what we do,
and come to us.”
“That’s what really stood out.
Good energy knew more about
the source of their electricity
than the other suppliers.”
Jamie Saye, Opera North
Sustainable large businesses:
Opera North
Opera North chose Good Energy
as their supplier in 2017. And since
switching to renewable electricity,
the National Opera company has seen
workplace culture transform into one
that’s far more energy conscious.
When looking for a new energy supplier
Jamie Saye, a Senior Technician at Opera
North, was impressed that we knew where
every kW came from. “That’s what really
stood out. Good Energy knew more about
the source of their electricity than the
other suppliers.”
The Opera North facilities team saw the
introduction of renewable electricity as
an opportunity to also save energy at
the organisation’s headquarters, Premier
House. The first step was encouraging staff
to think about how they could cut their
own electricity use. Thanks to Good Energy
providing half-hourly data Jamie was able
to produce graphs showing how their
actions were making a difference.
Knowledge is power
Opera North uses our half-hourly data
visualisation portal. It allows businesses to
access more than 75 online reports to find
out how and when they are consuming
electricity. In addition it can compare
data from the past two years to show year
on year trends and average consumption
ranges. Jamie says the data from Good
Energy has been a game changer,
making them fully informed consumers.
Other businesses to have joined us in 2019 include:
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportOur independent generators
20 years and still flowing: our long relationship with Glen Lyn Gorge
One of our longest running partnerships is with Glen Lyn Gorge hydroelectric plant in Devon.
A small-scale hydro scheme with a capacity of 300W, Glen Lyn generates 1.5GWh per year.
The scheme came online in 1987 and was the brainchild of Ken Oxenham. His son Matthew now runs
the plant and signed up with Good Energy not long after we started – making Glen Lyn one of our
first independent generators.
For two decades, they have relied on us to make sure they get the best deal for their power through
our PPAs (Power Purchase Agreements). We also handle Glen Lyn’s monthly ROC (Renewable
Obligation Certificate) and REGO (Renewable Energy Guarantees of Origin) submissions to Ofgem.
We ensure they arrive before the deadlines and that Matthew is paid on time.
Matthew is a committed environmentalist and avoids computer use where possible; “I’ve chosen to
make a principled stand on computers because of the amount of energy they use”.
All our dealings have been through the post or over the phone because that’s the way Glen Lyn
prefer it and we’re happy to accommodate that. “I stay with Good Energy because of my principles
and theirs, particularly their commitment to renewable energy”, says Matthew. “I have only positive
things to say about Good Energy”.
Our generator map
Glen Lyn Gorge is just one of 1,500 independent
renewable generators that we source power from.
This map and the table show the number and type
of generators we buy from across the country.
Generation type
Solar
Wind
Hydro
Bio
1
2
3
4
8
6
10
13
14
5
9
7
12
11
1. North
Scotland
2. South
Scotland
3. North
Western
England
4. North
Eastern
England
17
55
22
17
45
10
29
12
19
20
5
6
5. Merseyside
& North
Wales
31
14
25
6. Yorkshire
47
23
7. West
Midlands
8. East
Midlands
9. South
Wales
10. Eastern
England
11. South
Western
England
78
14
78
14
35
25
123
11
260
51
12. Southern
England
185
51
13. London
10
14. South
Eastern
England
128
-
-
*Based on data from October 2019
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4
7
1
7
4
-
-
2
6
4
3
6
2
4
4
5
2
6
5
-
2
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportPartners for change
We work with sustainability organisations across different sectors. Together, we’re helping businesses
of all sizes to reduce their environmental impact and tackle the climate crisis.
“At BAFTA we have a responsibility to lead the film and television
industries towards a wholly sustainable future and this is an important
step in that journey. We are delighted to be working with Good
Energy to achieve this.
BAFTA Albert
Kevin Price, BAFTA
Overseen by BAFTA (British Academy of Film and Television Arts) the Albert consortium is the
UK’s flagship thinktank on sustainability in film and television. We work with them to enable more
creative organisations and production studios to cut their carbon emissions by switching to 100%
renewable electricity.
Through Albert’s Creative Energy Partnership, Good Energy has already signed-up BAFTA as well as
TV companies including Baby Cow Productions, Mammoth Screen and Directors UK to power their
production spaces and head offices.
BAFTA’s Chief Operating Officer Kevin Price thinks industry needs to take a lead when it come the
climate emergency.
“A long journey starts with a single step and I think what’s been brilliant
about Albert is that every week we’ve got examples of progress
being made. And those are all small steps towards a much bigger
endeavour. The more steps we take the more confidence there is that
we can make a difference.”
We work with a range of organisations
created to promote sustainability in various
industries, including:
We’re also proud to work with charities and
organisations that share our commitment
to tackling the climate crisis and creating a
cleaner, greener future.
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Strategic report
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic Report
Ethical, sustainable procurement
We’re proud to be on the Ethical Consumer Best Buy list and strive to put ethical choices at the core of our
business operations.
We also aim to procure day-to-day office essentials as sustainably as we can. Our coffee comes from
Cool Earth, which supports indigenous communities to stand strong against rainforest deforestation. The
coffee that we buy helps protect 168 acres of rainforest in Asháninka in the Peruvian Amazon, storing 1014
tonnes of carbon.
Reducing our business’s environmental impact
Everything we do is about reducing society’s impact on the environment. But inevitably there are elements of
running a business that do have an impact. We track and work to reduce these elements to make sure we’re
treading as lightly on the planet as possible.
Measuring and mitigating our carbon emissions
We have achieved ISO14001 accreditation, which confirms that we’re meeting international
standards for measuring and continually improving our environmental performance.
75.34
58.96
Corrected total
449.52
374.18
476.08
Reported total
551.42
314.56
Total
373.51
1. Direct emissions
2. Indirect emissions from electricity used
(0, due to 100% renewable electricity self-supply)
3. Indirect emissions such as employee
travel & procurement
A correction to our 2018 figures
We work hard to make sure our emissions reporting is as detailed as possible. More up to date information
about employee travel for 2018 became available, which has allowed us to provide corrected figures for
the year.
2019 reductions
We’re pleased to report an emissions reduction of 12% between 2018 and 2019. This was mostly due to
reductions in our Scope 3 emissions, which covers factors such as emissions of companies in our supply chain
as well as employee travel. From our Green Travel Allowance to increased home working, we’re exploring
ways to continue making progress in this area. We continue to neutralise emissions we can’t yet avoid by
investing in the carbon reduction schemes we support through our carbon neutral gas.
How the Green Travel Allowance is driving
down emissions
The daily commute can rack up a considerable cost not
just in money, but in carbon. Colleen and Kira were looking
to reduce theirs by car sharing.
In 2019 we introduced a Green Travel Allowance to
reward people that choose a greener way to commute,
whether that’s car sharing, driving an EV or travelling by
public transport.
“It’s a great way to encourage people to think about how
they travel”, says Colleen. “Car sharing just makes sense – it reduces your running costs and it means
there’s one less car on the road”.
Thanks to our annual travel survey, we were able to measure that due to shifts in commuting, we were
able to save 65 tonnes of carbon emissions. “It’s great to know that some relatively small changes to my
lifestyle do actually have an impact”, says Kira.
“Being able to reduce my own carbon footprint in itself is a good feeling, but to get recognition from
your employer for making the choice to travel sustainably is even better!”
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic Report
Our social impact: an ethical business
From the moment people join Good Energy, we focus
on providing all they need to work in a way that
reflects our values: Straightforward, Inclusive, Fair and
Determined. This is how we bring our purpose to life.
Here are just a few examples of how we put our
values into action:
•
•
•
Having an inclusive workplace with people
of diverse backgrounds and characteristics.
We include Diversity and Inclusion training in our
induction programme, bringing this commitment
to life in practical ways so that it can inform how
we serve our customers and work together.
Providing leadership training to all our managers
in giving straightforward, useful feedback that
encourages their teams to achieve their potential.
Appointing Culture Champions from across
the business to play a key role in developing
our people policies, infrastructure, employee
engagement initiatives and more.
Fair pay
To reflect the skill level of our roles, our
people receive a rate of pay that’s
substantially above the wage set by the Real
Living Wage Foundation. The pay for every
role is benchmarked against equivalent jobs
to make sure that we pay people fairly.
Supporting our local community
Good Energy is based in Chippenham,
Wiltshire. As well as being one of the
biggest employers in the area, we’re always
exploring ways to have a positive impact on
our surrounding community. We continued
our sponsorship of Chippenham Rugby
Football Club, supported town cultural events
and teamed up with local schools to talk
about clean energy, climate change and
careers in STEM subjects.
Gender equality
Gender pay gap reporting
We’re committed to tackling our gender
pay gap and making sure we have an
equal gender balance at all levels of our
organisation. Our overall workforce is made
up of 52% women to 48% men.
We already have equal numbers of men
and women in our most senior board and
executive team roles. We are working
towards a balanced gender split in our
middle management roles, aiming to have
a senior leadership team that is at least 30%
female by April 2022.
Our mean gender pay gap for 2019 was just
under 27%. The reason we have a pay gap is
that we have fewer women than men within
our middle manager population, particularly
in science, technology, engineering and
maths (STEM) related roles. To close the
gap, we’re stepping up our efforts to recruit
women in this area and develop more
women within the business to middle and
senior management.
Women in energy
Our CEO, Juliet Davenport, started Good
Energy in a market dominated by men. 20
years later and out of over 50 UK energy
suppliers, you can still count the number led
by women on one hand.
Promoting the next generation of women to
take on STEM subjects is a key part of fixing
this problem. That’s why we have teamed
up with the STEMettes, a UK social enterprise
seeking to encourage more girls to pursue
careers in science, technology, engineering
and maths.
2019 was our second year of collaborating
with the charity which involved a workshop
with local secondary schools in Wiltshire. The
day-long event included a mini-hackathon,
app designing and talks from women across
the company.
“It is vital to run stem experience days
with companies like good energy
because only 21% of the UK’s stem
workforce is female. Stemettes’ mission is
to raise this number to more than 30%.”
Lucy Cox, Community & Schools Manager,
Stemettes
Education
Working with schools
As sustainability issues are a regular part
of the school curriculum, Good Energy’s
experience as an ethical company is sought
after. Our people often go into local schools
to give talks about climate change and
renewable energy, and over the past year
our experts have spoken to hundreds of
students. We are building on this work to
create a wider educational programme for
primary and secondary schools.
Working with universities
Physical wellbeing
We offer a range of benefits designed to support our
people’s wellbeing: lunchtime sports clubs, subsidised
local gym memberships, showers and bike lock ups
to support active commuting – as well as a health
insurance scheme which gives people financial
support towards medical and wellbeing treatments.
By supporting green travel for our people and
working to improve access to clean transport more
widely, we’re also playing our part in improving air
quality in towns and cities.
Good Energy CEO, Juliet Davenport,
regularly speaks at events for students and
higher education professionals. In 2019 she
spoke for MBA students at the Said Business
School, discussed the future of the retail
energy sector at the Aurora Spring Forum
at the University of Oxford and spoke at the
Sustainability in Higher Education conference
at the University of Wales. Juliet also featured
on a panel about reducing urban transport
emissions through building links with the
renewable energy sector as part of the
London School of Economics Cities Series.
Health
Mental health and wellbeing
In the UK, around one in four of us will
experience mental ill health in any year,
and we want to make sure our people
feel comfortable asking for support
when they need it.
We already offer free access to
counselling services through our Unum
Lifeworks Employee Assistance programme.
We have also teamed up with MHFA
England to train 11 people across the
business to be mental health first aiders, as
well as offering mental health awareness
training to every one of our people.
Building on this, in 2019 we worked with
the Time to Change social movement,
to endorse their mental health pledge.
By signing the pledge, businesses agree
to change the way they think and act
about mental health at work.
“We want to make sure mental health is recognised as being as important as physical
health. And our mental health first aiders are there to give people a helping hand. This
could simply mean having a chat over a cup of coffee or offering advice on how to
access further support.”
Fran Woodward, Director of People & Culture
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Good Energy Annual Report 2019Strategic ReportGovernance ReportFinancial StatementsStrategic ReportVoice: providing a platform
for change
We have always stood for action against
the climate crisis - and for enabling people
to take action themselves. In 2019, we
were inspired by the rise of the youth
climate strike movement sparked by Greta
Thunberg’s solo school strike.
COP25
Our CEO and Founder Juliet Davenport spoke at
the UN’s global climate conference COP25 in Madrid.
Taking part in a panel as part of the Energy Action
Event, Juliet explained that “one of the roles of an
organisation like Good Energy, is to be in the room
when we are talking about possibilities.”
As the school strike movement continues to grow,
we want to amplify their message. We worked with
our local youth climate group in Bath, arranging a
takeover of our social media feeds on the day of
the first global school strike in March 2019. We also
posted an interview with a youth climate activist
on our blog, and attended the September global
climate strike to interview protesters and share their
views. We have continued to support the strikes,
including encouraging our people to attend the strike
in Bristol March 2020 to hear Greta Thunberg speak.
“In my last job I had to take a day
off work to go on the last climate
strike. My passions are now aligned
with my company’s and I hope that
as a collective we can encourage
more people to show their support
for making a difference”.
Johanna Pettipher, Good Energy
Accounts Specialist
Sponsoring the first Local Conference of Youth
In November, we were the exclusive sponsor of
the first UK Local Conference of Youth, part of an
international programme coordinated by the United
Nations Framework Convention on Climate Change.
Run for and by young people, over the course of a
weekend attendees worked together to shape a
policy proposal for tackling climate change. This
fed into a global Conference of Youth policy to help
inform the agenda for COP25, which took place
the following month in Madrid.
As well as sponsoring the event, Good Energy
ran a workshop introducing renewable energy,
clean technologies and our vision for a 100%
renewable Britain.
Engaging customers in our purpose
Many of our customers are committed to helping
create a cleaner, greener future in any way they can.
We aim to share news of how the energy industry is
changing and, when we can, encourage people to
stand alongside us in driving change ourselves.
In 2019, we challenged the proposed tax increase on
low carbon energy generation and storage systems
to 20% - while coal was set to remain at 5%. After
setting up a petition we went out to our customers,
who helped us secure over 18,000 signatures.
Unfortunately, the planned tax increase is set to go
ahead. But we won’t give up the fight for a zero
carbon Britain. And neither will everyone that has
joined us.
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Strategic report
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Our people
We couldn’t work towards reaching 100% renewable energy without the dedication and
expertise of our people. Get to know some of them – from their roles here at Good Energy
to how they put our commitment to being green into action outside the office.
Robbie
Trading Analyst, Trading
& Portfolio Management
Robbie first walked into
the Good Energy office for
his school work experience
at age 16. After studying
climate science at university,
he came back to join us.
Starting in our domestic Feed-in Tariff
team, Robbie moved into Levelisation to work on
claiming FiT payments and paying them out to our
140,000 FiT sites. He’s now part of the trading team
and loves the new challenges this presents.
“The best part of my job is how my role naturally
keeps me up-to-date with the world, energy
market and policy. That and being able to work
with lots of other like-minded people keeps me
feeling really immersed and interested every day.
I like to think I’m pretty green. I walk or catch
the train almost always. And I’m a Good Energy
customer for power and gas – and have solar
panels on my roof.”
India
Employee Engagement
Coordinator and Personal
Assistant to Fran Woodward,
People & Customer
Operations Director
From sourcing on brand hard
hats to arranging ‘pint pulling’
training for the Exec team ahead
of company parties, no two days are
the same for India. Her role is focused on making
sure everyone at Good Energy feels like part of
one team – and can get together to celebrate our
successes. India also works with our team of Culture
Champions, who explore ways to make sure Good
Energy is an engaging, supportive place to work.
“The best part of my job is how wide ranging it is.
I love that every day is completely different.
My whole career so far has been spent in
renewables. My first job out of university was as a
renewable energy planner. There are a couple
of wind turbines that I got planning permission for
in Cornwall. Today, as well as working at Good
Energy I’m a customer and shareholder.”
Nicola
Senior Operations Manager,
Customer Operations
It’s safe to say that Nic is
good with people. Having
worked at Good Energy
for six years heading up our
business account management
and sales support teams,
she also volunteers for a mentoring
charity. Nic’s latest role includes supporting the
implementation of our new billing system. Every day,
she and the team focus on providing our business
customers with the best possible service, which is
what keeps many with us for the long term.
“It’s amazing when the team receive feedback
directly from customers and I get the chance
to read or hear it. It makes me so proud to work
with them.
When it comes to being green in my own life,
like most people I’m reducing how much plastic
I buy and try to recycle what I can. I’ve have also
changed all the bulbs in my house to LED to save
on energy and I turn absolutely everything off!”
Connor
Service Desk Analyst
Apprentice, IT & Digital
At Good Energy we’re
pleased to support the
apprenticeship scheme,
which Connor joined us
through in 2019. As a Service
Desk Analyst, Connor helps make
sure our people have the IT equipment
and software they need to do their job.
“I’ve always wanted to go down the
apprenticeship route as I just wanted to get stuck
into working life. The best part of what I do is
getting the satisfaction of fixing something and
knowing that I’m helping someone by making
their job easier.
I do my best to recycle and put rubbish in
the right bins. I also walk to work and, at the
moment don’t drive.”
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Board of Directors
Governance & Directors’ Report
Audit & Risk Report
Remuneration & Nomination Report
Independent Auditors’ Report
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Good Energy Annual Report 2019
Good Energy Annual Report 2019Board of Directors
William (Will) Whitehorn – Non-Executive Chairman
(Independent)
Will focuses on fast-moving and growing companies, with extensive
experience across a broad range of sectors, especially in technology,
digital and branding.
Will currently holds a number of other Non-Executive roles across a range
of companies, including Stagecoach Group PLC, where he is Deputy
Chairman, and space technology company AAC Microtec of Sweden. He
is also Chairman of Craneware PLC and the Scottish Event Campus, host
of COP 26. He was also one of the founding shareholders of Purplebricks
Group PLC. He has recently joined the Royal Air Force Board as a Non-
Executive Director, with the rank equivalent to Air Vice-marshal.
Skills and Expertise: Will spent more than 20 years with Virgin Group, where
he was responsible for global brand development and corporate affairs. He
also played a key role in founding several Virgin businesses including Virgin
Rail and Virgin Galactic and was special advisor to Sir Richard Branson.
Juliet Davenport – Chief Executive Officer
Juliet is founder and Chief Executive Officer of Good Energy – a
renewable energy company with a mission to power a greener, cleaner
future together with its customers. Juliet has been an innovator for over
20 years, developing technologies and innovations to fight climate change
and transform the energy sector for the better. In 2013, she was awarded
an OBE for services to renewables. She currently sits on the board of the
Renewable Energy Association, Innovate UK and is Vice President of the
Energy Institute. In addition, she sits on the advisory boards of leading UK
think tanks, including Energy Systems Catapult, Aurora, Oxford Energy, and
LSE’s Grantham Institute.
Skills and Expertise: Worked for a year at the European Commission on
European energy policy, then at the European Parliament on carbon
taxation and holds a masters in environmental economics.
Rupert Sanderson - Chief Financial Officer
Rupert joined us in February 2017 and is responsible for all finance, legal
and trading matters, including managing our financial stakeholders. Having
worked widely in larger support services and energy organisations as well
as in supporting smaller organisations through growth programmes, Rupert
brings valuable experience to Good Energy as it develops its services and
propositions. His previous roles include senior financial and commercial
positions at Centrica, British Gas, Serco and Avis Europe.
Rupert began his career as an accountant for PwC and is a Fellow of the
Institute of Chartered Accountants in England and Wales.
Joined Board:
July 2018
Responsibilities:
Chairman of the Board
(effective June 2019)
Member of Nominations
& Remuneration
Committee and
Member of Audit & Risk
Committee
Appointed CEO:
2002
Joined Board:
January 2020
58
Joined Board:
September 2016
Responsibilities:
Chair of Nominations &
Remuneration Committee
Member of Audit & Risk
Committee
Joined Board:
December 2017
Responsibilities:
Member of Audit & Risk
Committee
Member of Nominations &
Remuneration Committee
Joined Board:
February 2019
Responsibilities:
Chair of Audit & Risk
Committee
Member of Nominations &
Remuneration Committee
Emma Tinker – Non-Executive Director (Independent)
Emma is a private equity investment Director who brings a wealth of
investment experience. She is a Director of numerous renewable energy
companies, established the renewable energy business at HG Capital in
2002 and founded Asper Investment Management in 2016 as the spin-
out of that business where she is Chief Investment Officer. She has been
a Director for renewable developers and independent power producers,
working across a range of renewable technologies. Emma is also a Director
of the Gardeners’ Royal Benevolent Society.
Skills and Expertise: Has substantial commercial experience spanning the
entire lifecycle of investments in energy businesses, and has worked across
a range of renewable technologies.
Timothy (Tim) Jones – Non-Executive Director (Independent)
Tim was appointed Non-Executive Director in December 2017. Tim
is an experienced Technology Executive who brings over 20 years
of digital innovation, execution and operation. Tim has been CIO of
Moneysupermarket Group PLC since 2013, Insurance Times CIO of the
Year in 2014 and a regular member in the top 20 of the annual CIO
100. Prior to joining MoneySupermarket, Tim was co-founder and an
Executive at AutoTrader UK, the internet media marketplace giant one
of the UK Digital ‘Unicorns’ alongside AO.com, Skyscanner and of course
MoneySupermarket.com.
Skills and Expertise: Depth of experience in leading digital development
with companies. Tim is currently responsible for delivering innovative
consumer propositions in the highly regulated verticals of insurance,
financial services, energy, telecommunications and travel.
Nemone Wynn-Evans - Non-Executive Director (Independent)
With extensive experience in the financial services sector, Nemone
brings a broad range of skills across audit, risk management, business
development, corporate finance, corporate governance, investor relations
and marketing. She is currently Chair of the Risk Committee, a member
of the Audit Committee and is Senior Independent Director of Shepherds
Friendly Society. Nemone also holds a number of roles across a range of
companies, including as a Non-Executive at Hinckley & Rugby Building
Society where she sits on both the Audit & Risk Committees, is a Board
Advisor at SORBUS Partners LLP and is a member of the Commercial
Advisory Committee at Coventry University. She is also a Fellow of the
Chartered Institute of Securities and Investments.
Skills and Expertise: Nemone began her career in the City of London
and has worked with many listed PLC and PRA/FCA/FSA regulated
companies, having acted as a Finance Director on the main board of a
stock exchange.
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportGovernance & Directors’ report
Overview
Good Energy is committed to high standards of
corporate governance and places good governance
at the heart of the business. In July 2018, the Board
of Good Energy formally adopted the Quoted
Companies Alliance’s (“QCA”) code of corporate
governance (“the Code”) in line with requirements of
the London Stock Exchange’s AIM Rules. The Board
believes that the QCA Code provides the Company
with a rigorous corporate governance framework
to support the business and its success in the long-
term. The Code sets out 10 corporate governance
principles. The ways in which Good Energy meets
these principles is described in the following sections
and incorporates information about the ways in which
the Board discharges its duties under the Companies
Act 2006, s172. This is also available to view on our
website at group.goodenergy.co.uk.
1. Establish a strategy and business
model which promote long-term value for
shareholders
Good Energy is a different kind of energy company,
powering the choice of a cleaner, greener future
together. Guided by our principles and values, Good
Energy has a track record of successfully challenging
the way things are done, putting power back into the
hands of families, communities and businesses across
the country.
In establishing Good Energy’s strategy, the Board
considered the long-term interests of Good Energy’s
stakeholders and set a course which aligns those
interests with those of the Company, promoting the
long-term interests of the Company and long-term
value for shareholders.
Good Energy’s strategy seeks to accelerate the
transition towards energy as a service, facilitating a
clean, secure and affordable energy future which
benefits energy consumers as a whole and reduces
environmental impacts from the energy lifecycle. The
Strategic Report describes Good Energy’s strategy in
more detail.
Good Energy is well positioned to deliver long-term
value for shareholders through the implementation of
its strategy, focusing on:
• Customers - putting the customers at the heart of
everything that we do and striving to make clean
energy the natural choice
Energy technology – leveraging technology for
the benefit of our customers, driving engagement
and growth by putting customers in control of
their energy usage
Experts – making sure we attract and retain the
right people, in the right roles, to deliver for our
customers and realise our strategic ambitions
•
•
60
•
Partnerships – innovating and accelerating
our growth potential through key strategic
partnerships
Good Energy has aligned its business model to better
enable delivery of its strategic ambitions. We have
engaged our people through ongoing communication,
using multiple channels to reinforce the pioneering,
agile culture that enables Good Energy to continue to
innovate and drive change.
The Strategic Report describes the excellent progress
Good Energy has made in pursuit of its strategic
ambitions and the momentum we are building to
deliver the energy market of the future.
2. Seek to understand and meet shareholder
needs and expectations
Good Energy is proud to have a diverse shareholder
base, including a significant proportion of private
shareholders (many of whom are also Good Energy
customers) and other long-term investors. The Board
seeks to understand the needs and expectations of
its stakeholders, particularly shareholders, through
insight gained from regular customer surveys and
focus groups, periodic investor surveys and obtaining
structured feedback from investor roadshows. Good
Energy’s strategy responds to the insight gained
through these consultations.
Good Energy provides shareholders and other
stakeholders with relevant information in a timely
and balanced manner and meets with its largest
shareholders periodically to understand their views
on Good Energy’s performance and future plans.
Good Energy actively encourages shareholders
to participate in its AGM as an opportunity for all
shareholders to share their views openly with the
whole Board and other shareholders.
3. Consider wider stakeholder and social
responsibilities and their implications for
long-term success
The Board recognises its primary legal responsibility
to promote the success of the Company for the
benefit of its members as a whole, taking into
account the interests of other stakeholders including
customers, employees, partners, suppliers, regulators,
the environment and the local communities in which
Good Energy operates. Interpreting this responsibility,
and in line with recommendations published by the
GC 100, the Board considers that its duty is not to
balance the interests of the Company and those of
other stakeholders identified but instead to determine,
after weighing up the relevant factors, the course of
action it considers best leads to the long-term success
of the Company.
level. Our risk identification and mitigation processes
have been designed to be responsive to the changing
environment in which we operate. The impact of
emerging risks on the Company’s business model
are also considered and used to make informed
decisions, including as to the delivery and evolution of
our strategy.
Key Risks faced by the Company are described in
the Strategic Report. While the risks are typical of the
risks faced by other energy suppliers, we believe the
Company is well positioned to mitigate these through
a combination of our risk management processes,
our control activity and the strategic direction we
are pursuing.
Further information on risk management and controls
are described in the Audit & Risk Committee Report
on page 71.
5. Maintain the Board as a well-functioning,
balanced team led by the Chair
The Board currently comprises two Executive and
four Non-Executive Directors as described on pages
58-59. The roles and responsibilities of the Chairman,
Non-Executive Directors, Executive Directors and the
Company Secretary are clearly defined and regularly
reviewed. Details of current roles and responsibilities
are set out in the table overleaf.
The Nominations & Remuneration Committee
discusses members time commitments from Directors,
particularly Non-Executive Directors. Over the period
Non-Executive Directors spent 20-25 days with Good
Energy, the latter if they are Chair of a Committee.
Purpose-led from the outset, Good Energy continues
to prove that the “other way” is better:
•
In recognition of the many ways in which we
continue to support renewable energy generation
across the UK, we secured a permanent
derogation from OFGEM’s price cap in
August 2019
• We source all our electricity from certified
renewables such as solar power, wind power,
hydroelectric power and biofuels. We always
have and always will – no other UK energy
supplier can promise that. Our gas is carbon
neutral too: 6% comes from biomethane and
we offset the rest through the Green Gas
Certification programme. We aren’t only
interested in reducing carbon emissions though.
The projects we select deliver wider benefits in
their local communities, including tackling local
poverty and empowering local women
• We were named “best green electricity supplier”
and one of the UK’s most ethical companies of
the last 25 years by Ethical Consumer Magazine
• We are also proud to have been an accredited
Living Wage employer since 2015
Establishing the right culture is an integral part of
delivering Good Energy’s strategy. More information
on this is outlined below.
You can find out more about where and how we
source our energy, how we look after our people and
how we treat our customers in the Strategic Report
and at: group.goodenergy.co.uk.
As a purpose-led business, we aspire to be as
transparent as possible about our activities. The
Strategic Report describes what we’ve been doing
to deliver our mission and reflects on our progress
towards achieving our purpose.
4. Embed effective risk management,
considering both opportunities and threats,
throughout the organisation
Good Energy recognises that effective enterprise
risk management is critical to enable it to meet its
strategic objectives.
We have a clear framework for identifying and
managing risk, both at an operational and strategic
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance Report
The Board
Role of the Board
Chairman
William Whitehorn
•
•
•
•
Setting Group strategy and
objectives in collaboration with the
Executive.
Providing leadership, knowledge and
experience to support and guide
the Executive.
•
•
Engaging with shareholders.
Overseeing and monitoring business
performance, internal controls,
corporate governance and risk
management.
Oversight of principal risks – including
competitive position, political risk and
programme delivery.
Effective running of the Board
and its Committees in accordance
with principles of good
corporate governance.
• Managing the Board to ensure
adequate time is allocated at Board
meetings for discussion of all agenda
items.
•
Setting the Board agenda.
•
Ensuring the Board receives
accurate, timely and clear
information.
Other Non-Executive
Directors
•
Providing knowledge, skills and external experience to support the Chairman
and the Executive.
Chief Executive
Juliet Davenport
• Overseeing the day-to-day
•
operation of the Group’s business.
• Developing and implementing the
Establishing and maintaining formal
and appropriate delegations of
authority.
Group’s strategy as approved by the
Board.
• Maintaining a close working
relationship with the Chairman.
Chief Financial
Officer
Rupert Sanderson
Role of the Company
Secretary
•
•
•
•
Developing and implementing the
Group’s strategy as approved by the
Board.
• Overseeing and managing financial
resources for the Group and its
subsidiaries.
Establishing and maintaining formal
and appropriate delegations of
authority.
• Maintaining a close working
relationship with the Chair of Audit &
Risk Committee.
•
Providing governance, advisory and
administrative support to the Board
and its Committees.
The Board and each Director has
unlimited access to the Company
Secretary. Eversecretary Limited has
served as the Company Secretary
since 2 January 2020 and is
responsible for:
Acting as Secretary to the Board and
its Committees, ensuring compliance
with Board procedures and
corporate governance requirements,
Directors’ induction and ongoing
training requirements.
Other information:
•
•
•
The roles of Chairman and Chief Executive have
always been split with the Chairman acting in a
non-executive capacity.
The Executive Directors are accountable to
the Board for the operating and financial
performance of the Group.
The Board is also responsible for approving the
appointment of Executives, setting Executive
remuneration and devising incentive programmes,
agreeing financial and accounting policies and
ensuring that the shareholders are properly
informed about the state of the businesses.
In addition, the Board is responsible for the
appointment and removal of the Company
Secretary.
• At the end of the reporting period, the Board
comprised the Chairman, Chief Executive Officer,
and four Non-Executive Directors, each of whom
the Board considers to be independent. In January
2020 the Chief Financial Officer joined the Board.
•
•
The Board is satisfied that it currently has a
sufficient range of relevant operational and
financial experience to be able to discharge its
responsibilities.
The Board has constituted two Committees:
Audit & Risk and Nominations & Remuneration.
Both Committees comprise only Non-Executive
Directors.
• One of the Directors has a substantial
shareholding in the Company, in aggregate
representing approximately 3.8% of the issued
capital. All current Directors hold shares in the
Company although the Company does not
require them to do so.
6. Ensure that between them the Directors
have the necessary up-to-date experience,
skills and capabilities
The Board is satisfied that it has an appropriate
balance of skills and experience as well as an
appropriate balance of personal qualities and
capabilities to deliver the Company’s long-term
strategic objectives. The Board is committed to
maintaining balanced representation of both women
and men across the organisation, including at Board
level and within the Executive team.
The Board regularly reviews its composition and
that of its Committees to ensure it has access to
diverse perspectives and the necessary up-to-date
experience, skills and capabilities to discharge its
duties effectively. The Board also reviews the length
of time each Director has served on the Board and
assesses if contributions made by each Director
remain effective, Details of the Director’s tenure can
be found on page 77.
Changes are made to the composition of the Board
and its Committees to ensure the right balance of
complementary skills and capabilities for the next
phase of Good Energy’s growth, which can be found
on page 67.
Further information about the Board, including
biographies describing each Director’s experience,
are set out on pages 58-59.
The Company encourages each Director to identify
their individual training needs to support the effective
operation of the Board and the delivery of the
Company’s strategy. The Company provides specific
training on renewable energy and energy markets both
in house and using external providers as appropriate.
Over the period, the Board have also received briefings
on a variety of topics including developments in
corporate governance and appropriate handling of
personal data, insight from shareholders, customers
and staff on their views and expectations of Good
Energy as well as formal briefing from the Company’s
nominated adviser on updates to the AIM rules and
other capital markets matters.
Procedures are in place to enable individual Directors
to seek independent advice at the expense of the
Company and appropriate cover is in place. The
Board and its Committees may take external advice
as appropriate.
Over the period, the Board and the Executive team
have worked together to evolve the flow of information
to the Board. This has resulted in simpler, insight-
focussed reporting to facilitate effective debate and
enable robust and timely decision-making.
7. Evaluate board performance based
on clear and relevant objectives, seeking
continuous improvement
The Board conducts an annual evaluation process
to assess its effectiveness, as well as that of its
Committees and the individual Directors, to drive its
continuous improvement. The process is described in
more detail on page 69, together with the Board’s key
areas of focus for the current year and progress made
towards previous objectives.
8. Promote a corporate culture that is based
on ethical values and behaviours
The Board recognises the importance of its role in
promoting and monitoring the Company’s desired
culture and ensuring it is consistent with the Company’s
long-term strategic objectives.
Good Energy is a different kind of energy company.
Our core values - fair, straightforward, determined
and inclusive – underpin the delivery of our
purpose to power the choice of a cleaner, greener
future together.
62
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportWe were named “best green electricity supplier” and
one of the UK’s most ethical companies of the last
25 years by Ethical Consumer Magazine. We are
also proud to have been an accredited Living Wage
employer since 2015.
Further information is set out within the Strategic
Report on pages 50-52 and the Nominations &
Remuneration Report on pages 75-81.
Good Energy operates on the principle that a
workplace where people’s differences are valued
creates a more productive, innovative and effective
organisation. We also recognise that attracting,
retaining and incentivising key talent is integral to its
ability to meet its strategic objectives.
The Group’s employment policies follow best practice
based on equal opportunities for all employees,
irrespective of race, gender, nationality, sexual
orientation, disability, marital status, religion or age.
All decisions relating to employment are objective,
free from bias and based upon work criteria and
individual merit. Consultation with employees or their
representatives has continued at all levels, with the
aim of ensuring that views are taken into account
when decisions are made that are likely to affect
their interests and that all employees are aware of
the financial and economic performance of
the business.
More information about our performance on gender
pay and our approach to modern slavery can be
found on the relevant pages of the Company’s
website at group.goodenergy.co.uk.
Good Energy completed a group-wide upgrade of
its control environment in 2015, introducing a code
of conduct: a ‘Guiding Principles’ approach that is
appropriate for a fast-growing business. By design,
our Guiding Principles reflect the Board’s duties under
the Companies Act 2006, s172. This ensures everyone
who works at Good Energy reflects our ethos and
values when working together and that our policy
and procedural framework supports the Board in
discharging its duties.
Our Guiding Principles:
•
•
provide a framework to empower Good Energy
employees to make informed decisions that
are in the best interests of the Company and its
customers and other stakeholders
reflect the environment in which the Company
operates
• mitigate risk
•
explain where our employees can get advice.
More details on Our Guiding Principles can be found
under Principle 10.
9. Maintain governance structures and
processes that are fit for purpose and
support good decision-making by the Board
Good Energy’s governance structures support its
corporate culture and are appropriate to its stage
of development and the complexity of the business.
The Board has established a Nominations and
Governance Committee and an Audit and Risk
Committee to support effective governance
and decision-making.
The key areas for focus for the Committees are listed
on the next page.
The Board continuously monitors the effectiveness of
its governance structures, enabling them to evolve
over time to support the Good Energy’s growth
and development.
Gender
Diversity1
Balance of
the Board1
Non-Executive
Tenure1
Non-executive
Executive
0-2 Yrs
2-5 Yrs
Female
Male
1. Data as at 31 March 2020.
64
The Board’s Committees
Nomination & Remuneration Committee
Audit & Risk Committee
Board Composition
Corporate Governance
Succession planning
Financial Reporting
Board nominations
Internal Controls
Remuneration policy
Risk Management
Incentive design and target setting
External Auditor
Executive remuneration review
Oversight of principal risks
10. Communicate how the Company is
governed and is performing by maintaining
a dialogue with shareholders and other
relevant stakeholders
As described above, the Board considers that its duty
is not to balance the interests of the Company and
those of other stakeholders but instead to determine,
after weighing up the relevant factors, the course
of action it considers best leads to the long-term
success of the company. Good Energy welcomes
dialogue with shareholders, particularly the need for
open communication on the Company’s strategy and
takes care to calibrate perspectives expressed by
individual members in the context of Good Energy’s
members as a whole.
Principal communications with shareholders are
conducted through the Annual and Interim results,
AGM and interim RNS announcements on key
business developments. Good Energy supplements
its Annual and Interim results with presentations
to analysts and other interested stakeholders (all
available on its website) and meets with larger
shareholders at least twice annually to discuss
both performance and governance, as well as our
future plans.
The Board actively encourages shareholder
participation at its Annual General Meeting and other
general meetings from time to time.
Good Energy’s Investor Relations team supports
effective communications with shareholders
and other investors and can be contacted at:
investor.relations@goodenergy.co.uk.
The Board also recognises the importance of ensuring
that the Company maintains effective engagement
with other stakeholders and taking into account the
interests of internal and external stakeholders when
making decisions at Board level. Examples of ways in
which Good Energy maintains active communication
with other stakeholders include:
Customers:
•
•
updating customers on Good Energy’s activities
through regular newsletters, communications via
digital platforms and publication of content on
goodenergy.co.uk and on the Company’s social
media channels;
hearing customers views and expectations of
Good Energy through thematic assessment of
customer contact, gathering in the moment
feedback from customers during or immediately
following calls, conducting periodic consumer
focus groups and regular customer surveys; and
•
involving customers in trials of new products and
services.
People
•
engaging our people regularly with Good
Energy’s purpose and performance through
structured, regular briefings and discussion
forums throughout the year;
• maintaining regular engagement with our people
both individually and through an established
group of employee champions from across the
business;
•
•
encouraging information sharing and debate via
our internal communications portal, Good Hub;
and
conducting semi-annual engagement surveys
and taking into account the feedback received.
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportBondholders
Policy-makers and regulators
Board and Committee composition
•
progress updates are provided via the Company’s
websites, investor newsletters and periodically as
part of other communications to bondholders, for
example within letters enclosing notice of interest
payments.
Delivery partners and suppliers
•
operating a tailored approach to support the
development and maintenance of strategic
relationships.
Local communities
• maintaining open relationships with local
authorities and key business groups in Wiltshire
and the South West;
•
continuing our engagement with communities
hosting Good Energy’s renewable generation
assets; and
•
providing talks in local schools
The Board and its Committees
The Board is ultimately responsible to shareholders
for the direction, management and performance of
the Company and its business.
Biographies of the Board’s Directors are set out
pages 58-59. Details of the Directors’ remuneration,
including share options, are set out in the
Nominations and Remuneration report on pages
75-81. Details of the Directors’ interests in ordinary
shares in the capital of the Company are set out on
page 84 under Statutory and other information.
The Board maintains a list of matters reserved for
its approval, generally being those items which affect
the shape, risk profile or strategic direction of the
Group, as well as the key financial items. The Board
reviews this schedule annually and it is updated
as necessary.
• maintaining a constructive dialogue with policy-
makers on matters relevant to Good Energy’s
strategy and current operations;
•
•
regular engagement with the energy regulator,
Ofgem, both bilaterally as well as through public
consultations and industry forums; and
targeted participation in industry groups aligned
to Good Energy’s purpose, values and strategy.
The Board has established two principal committees
which focus on particular areas as set out below.
The Chair of each Committee reports to the Board
on its activities after each Committee meeting.
Reports from each Committee are included later in
this section.
Matters that are not reserved to shareholders, the
Board or one of its Committees are the responsibility
of the Executive Directors who have established and
maintains a documented schedule of delegations
of authority to members of the Executive and
other management. This delegation of authority
is incorporated within the Company’s Guiding
Principles. The delegation of authority includes a
detailed authorisation matrix covering financial limits
and approvals needed when conducting business on
behalf of the Group.
The following table sets out the composition of the Board and its committees as at 31 December 2019,
planned changes for 2020 and those serving during the year:
Board
Nominations &
Renumeration
Audit & Risk
Management
Juliet Davenport (CEO)
Rupert Sanderson (CFO)
Will Whitehorn (Chairman)
2
–
–
Emma Tinker (Non-Executive)
Tim Jones (Non-Executive)
Nemone Wynn-Evans
(Non-Executive)
Former Directors
John Maltby (former Chairman)
–
–
3
Chair
Member
– Not applicable/invitation only
Board & Committee Changes
As part of its annual evaluation process and
otherwise as required, the Board reviews its
composition to ensure that the Group has access to
a balance of complementary skills and experience
to enable the Group to achieve its strategic
ambitions and wider purpose.
As previously reported, during the year, the Board
was pleased to announce the appointment of
Will Whitehorn to the role of Deputy Chair and
independent Non-Executive Director in July 2018.
Following the AGM in June 2019, Will assumed the
role as Chairman of the Board.
As previously reported, Nemone Wynn-Evans
assumed the Chair of the Audit & Risk Committee
following completion of her induction to Good
Energy in June 2019.
During the year, the Board decided there was no
benefit from the Funding & Investment Committee
so this was discontinued. Any funding and investment
decisions are now made by the Board.
Rupert Sanderson, Chief Financial Officer, was
appointed to the Board on 2 January 2020.
Independence of the
Non-Executive Directors
The Board conducts an annual review of the
independence of the Non-Executive Directors and
considers all of its Non-Executive Directors to be
independent in both character and judgement.
The Chairman, Will Whitehorn, was independent
upon appointment to the Board in July 2018.
66
67
2. Assumed Chair following 2019 AGM
3. Following completion of induction to Good Energy in June 2019
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportDirectors’ Indemnities and Insurance
As permitted by the Company’s 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 2006.
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 and Officers.
Board and Committee Attendance
Board
Audit & Risk
Committee
Nominations &
Remuneration
Committee
Executive Directors
Juliet Davenport
Non-Executive Directors
Will Whitehorn
Emma Tinker
Tim Jones4
Nemone Wynn-Evans5
Former Directors6
John Maltby
8/8
8/8
8/8
7/8
8/8
4/5
4/4
4/4
4/4
2/4
4/4
1/2
2/2
2/2
2/2
1/2
1/1
1/1
4. Tim Jones was unable to attend due to prior business committements
5. Nemone Wynn-Evans has attended all meetings since her appointment to the Board and its Committees
6. For members retiring during the year, the table reflects those meetings applicable to their tenure
68
for the forthcoming year is reviewed and authorised
by the Board.
The Board and each of its Committees have access
to the services of the Company Secretary and
external advisers as necessary.
Executive Team
The roles of Chief Executive and Chairman have
always been split, with the Chairman operating in a
Non-Executive capacity. An outline of the roles and
responsibilities of the Chairman, Chief Executive,
other Executive Directors and, Non-Executive
Directors are provided on page 62.
The responsibilities of the Chief Executive Officer
and the Chief Financial Officer are set out on page
62 and they are supported by an Executive team. As
at 31 December 2019 the Executive comprised the
Chief Financial Officer, Chief Commercial Officer,
and Director of People & Customer Operations. The
Chief Financial Officer was appointed to the Board
on 2 January 2020.
The Executive team is an executive-level forum
of the Group’s most senior leaders, chaired by the
Chief Executive. It comes together to communicate,
review and agree on issues and actions of Group-
wide significance. It helps to develop, implement and
monitor strategic and operational plans, considers
the continuing applicability, appropriateness and
impact of risks, leads the Group’s culture and aids the
decision-making of the Chief Executive and Chief
Financial Officer in managing the business in the
performance of their duties.
During 2019, we reviewed our decision making forums
and in 2020 are implementing monthly and weekly
forums to provide clearer governance allowing the
Company to strengthen in good decisions, reduce
risk, and review strategic plans, alongside the Audit
& Risk Committee and the Nominations &
Remuneration Committee. Monthly forums will
include the Executive Committee, Customer
Board, People & Operations Board, Energy Board
and Budget & Forecasting and weekly forums are
Executive and Sales & Operations meetings.
Board and Directors’
Performance Evaluation
In the period we transitioned to a new Chair with the
focus on embedding together with the prospect of
first evaluation under new Chair.
Operations of the Board
Details of the number of scheduled Board meetings
and attendance of Directors is set out in the table on
page 68. The Group’s performance is reviewed at
these scheduled meetings and the Board is responsible
for agreeing and reviewing the strategy for the Group,
for which it maintains both short term (twelve months)
and longer-term (three to five years) plans.
In addition, it is responsible for matters relating to
employee recruitment and remuneration, strategy,
health and safety and other specific subject areas.
Where relevant, members of the Executive team and
other senior leaders within the business are invited to
attend Board and Committee discussions. Members
of the Board also engage with members of the
Executive team and other senior leaders directly on
relevant initiatives.
During the year, the Board and relevant Committees
convened a number of ad-hoc proceedings to support
the Group in developing, refining and implementing
initiatives in support of its strategic ambitions. In
addition, the Board or relevant Committees held
regular informal discussions on a variety of topics to
consider the impacts of macro-economic events,
developments in Government policy and to provide
guidance and insight to support the Company in
delivering its short term and longer term objectives.
The Board conducts a formal review of the Group’s
strategy at least annually, at which all Board members
and all of the Executive team are present.
Board packs are generally circulated at least one week
ahead of scheduled meetings to allow adequate time
for the Board and/or Committee Members to review
information and prepare. Where a Director is unable
to attend a meeting, the materials for the meeting
are provided to them and subsequent briefings are
provided as appropriate.
The Chairman and Chief Executive maintain regular
contact and the Chairman receives a briefing from the
Chief Executive before each scheduled Board meeting.
The Chairman provides a briefing to the Non-Executive
Directors before each scheduled Board meeting to
align priorities and maximise the Board’s effectiveness
at meetings. The Chairman also regularly de-briefs
with the Non-Executive Directors after meetings
to capture feedback and identify opportunities
for improvement. The Executive Directors do not
participate in these discussions.
All Directors have the right to request that any
concerns they have are recorded in the appropriate
Committee or Board minutes.
The Board reviews the operational and financial
performance of the Group for each month against a
pre-agreed set of performance targets. In addition,
the Board receives information through a system of
continuous financial planning which enables it to better
manage profit and cash flow forecasting, and to inform
investment decision making. The formal financial plan
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance Report
Performance of Individual Directors
The individual performance of Executive and Non-
Executive Directors is reviewed annually.
The Chairman conducts an individual annual appraisal
with the Executive Directors and each Non-Executive
Director. The cumulative time commitments of
Non-Executive Directors are reviewed as part of the
annual performance evaluation to ensure that no
Non-Executive Director becomes over-committed
and is able to devote sufficient time to the Company
to discharge duties effectively. The Chairman’s
performance is reviewed by the Non-Executive
Directors, with input from the Executive Directors and
members of the Executive Team.
The performance of members of the Executive team
is discussed at the Nominations & Remuneration
Committee during the first quarter each year and on
an ad hoc basis as required. Members of the Executive
team do not attend that discussion.
Good Energy Bonds
On 21 May 2019, the Company announced that it
would redeem Good Energy Bonds I in full before 30
June 2019.
As previously reported, the Company was permitted
to prepay those investments at any time and following
the sales of Newton Downs and Brynwhilach solar
farms into community ownership, the Company
deemed the purposes for which the first bond was
raised had been fulfilled. Good Energy Bonds II is
not affected.
Annual General Meeting (AGM)
Based on UK Government advice at the time of
writing, the Board has decided to change the format
of the AGM.
In light of the current UK Government advice
and related public health guidance we strongly
recommend that shareholders refrain from attending
the 2020 AGM in person, as they will be refused entry.
The health and wellbeing of our shareholders is of
paramount importance to us and we are monitoring
the situation and measures advised by the
UK Government.
Shareholders are strongly encouraged to appoint the
Chairman as their proxy in advance, to ensure that
they can vote and be represented at the 2020 AGM.
No proxy other than the Chairman will be entitled
to attend the meeting in person. If another proxy is
appointed, they will therefore be unable to vote. No
shareholder (other than those designated as attending
for the purposes of the quorum) will be admitted to
the meeting. Any shareholders attempting to attend in
person will be refused entry.
There will still be opportunity for shareholders to
ask questions.
The AGM notice will be circulated to members through
their preferred communication methods and will
also be available to view on the Group’s website at
group.goodenergy.co.uk.
A poll is conducted on each resolution at all Company
general meetings. All shareholders have the
opportunity to cast their votes in respect of proposed
resolutions by proxy, either electronically or by post.
Following the AGM, voting outcomes are published and
are made available on the Group’s website.
People at Good Energy
The Group’s employment policies follow best practice
based on equal opportunities for all employees,
irrespective of race, gender, nationality, sexual
orientation, disability, marital status, religion or age. All
decisions relating to employment are objective, free
from bias and based upon work criteria and individual
merit. The Company operates on the principle that
a workplace where people’s differences are valued
creates a more productive, innovative and effective
organisation. Consultation with employees or their
representatives has continued at all levels, with the
aim of ensuring that views are taken into account
when decisions are made that are likely to affect their
interests and that all employees are aware of the
financial and economic performance of the business.
Audit & Risk Management report
Overview
During the period, the Committee:
Good Energy recognises that effective risk
management is critical to enable it to meet its
strategic objectives.
The Company has a clear framework for identifying
and managing risk, both at an operational and
strategic level. Its risk identification and mitigation
processes have been designed to be responsive
to the changing environment in which it operates.
The impact of emerging risks on the Company’s
business model are also considered and used to make
informed decisions, including as to the delivery and
evolution of the Group’s strategy.
A summary of the key risks facing the Group is set out
in the Strategic Report on page 28.
The Board retains overall responsibility for the
Company’s risk management and internal controls
framework. While the Board reviews the Company’s
principal risks and the suitability of the internal
controls annually, responsibility for reviewing the
effectiveness of risk management and internal
controls is delegated to the Audit and Risk Committee
which reviews this on an annual basis. The system of
internal controls is designed effectively to manage,
rather than eliminate, the risk of failure to achieve
business objectives.
Audit & Risk Committee
The members of the Audit and Risk Management
Committee are shown on page 67. On 6th February
2019 the Board welcomed Nemone Wynn-Evans as
an independent Non-Executive Director. Nemone
assumed the Chair of the Committee following
completion of her induction to Good Energy in
June 2019.
Emma Tinker and Nemone Wynn-Evans are
considered to have recent and relevant financial
experience. The Chief Executive attends meetings of
the Committee by invitation only together with the
Chief Financial Officer and Audit & Risk Specialist.
The primary duty of the Audit and Risk Committee
is to oversee the accounting and financial reporting
process, the internal accounting practices, external
audit arrangements and effectiveness of the Group’s
risk management and internal control system. Further
reviews will be undertaken throughout 2020 in light of
the COVID-19 outbreak.
The Audit and Risk Committee also meets at least
annually with the Group’s external auditors to review
and agree the audit services being provided to the
Group, including any non - audit services. It also
meets with external auditors, without management
being present, to discuss the audit process.
•
•
oversaw an upgrade of the enterprise risk
management framework to improve business
integration;
oversaw an improvement of financial and
operational reporting and controls;
• were involved with the application for derogation
from the energy price cap;
• were consulted on the implementation plan for
the Kraken project; and
• were consulted on the reporting of one-off errors
within the full and half year results.
Risk control environment and internal audit
The Company has an established risk and internal
audit function which was led by the General Counsel
& Company Secretary throughout the year. For 2020,
under the new management structure, the risk and
internal audit function will fall under the remit of the
Chief Financial Officer.
The internal audit and risk function is responsible
for Good Energy’s risk management activities,
and internal audits. As such, its activities include
ensuring the regular review of internal controls
relating to key risks, reporting on risk events to the
Audit & Risk Committee and reviewing and testing
the effectiveness of internal controls through audit
reviews. Key Risks are shown on pages 28-31 in the
Strategic report.
Since completing its groupwide upgrade of the
control environment in 2015, Good Energy has
continued to evolve its code of conduct, a ‘Guiding
Principles’ approach that is appropriate for a fast-
growing business. This ensures everyone who works
at Good Energy reflects the Company’s ethos when
working together.
The Guiding Principles provide a framework to
empower Good Energy employees to make
informed decisions that are in the best interests
of the Company and its customers and other
stakeholders, reflect the environment in which the
Company operates, mitigate risk, and explain where
to get advice. The Guiding Principles demonstrate
the Group’s commitment to working with honesty,
respect and transparency. They also include
policies relating to, amongst other things, customer
service, data handling, health & safety, approvals &
authorities, procurement, and corporate responsibility.
The Guiding Principles are refreshed at least annually
and the Group continues to evolve the way in which
it secures engagement from employees at all levels
across the organisation.
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Whistleblowing Policy
The Group’s whistleblowing policy is supported by a
clear process and includes a secure, independent
and anonymous third-party helpline, through which
any person, from employees to casual contract
workers, may raise concerns about wrong doing,
poor practices, risks or dangers in relation to the
Company’s business dealings or activities.
The Whistleblowing Policy is reviewed annually by
the Audit and Risk Committee. Any whistleblowing
incidents and their outcomes are reported to the
Committee. No reports were made during 2019.
The internal audit and risk management function
aims to build on initiatives such as the Company’s
Guiding Principles, to enhance the control
environment. Reporting into the Audit and Risk
Committee, the function has carried out audit
activity to provide assurance that key risks are being
identified and mitigated, and associated controls are
operating effectively.
Going Concern
The Group is actively monitoring the impact of
COVID-19 on its business and has put in place a
number of mitigations to minimise the impact.
The Group has been working with a variety of
stakeholders to ensure our UK focused business is
well placed to respond. The implementation of our
new customer technology platform is progressing
as planned which provides us with future flexibility
to operate and deliver all services to customers. We
now have our full business of just under 300 people
successfully working remotely. All core business
functions including customer care are functioning
as expected although we are needing to make
adjustments, such as encouraging substantial
self-serve on meter reading etc, given those
third-party face to face operations are being
substantially curtailed.
The operation of generation sites has been
unaffected during the lockdown period. Sites can
operate without human intervention, and contractors
have been able to attend site for any required
maintenance as they are exempt from travel
restrictions due to utilities being an essential service.
While it is difficult to forecast the impact of COVID
19, the Group’s day-to-day operations continue
without being materially affected.
Early indications have shown a 10-15% increase
in demand for domestic electricity and gas with
domestic customers accounting for approximately
55% of Good Energy’s supply cash flow. We have
seen a reduction of approximately 25% in electricity
demand from our business customers. Business
customers account for approximately 45% of Good
Energy’s supply cash flow. We have currently seen
no deterioration in direct debit or pay on receipt of
bill cash receipts from customers since the start of
the COVID-19. However, as the lockdown period
continues, and an economic downturn commences
we are expecting an impact on business and
domestic customers’ ability to pay for energy usage.
The Group has spent considerable time assessing
the potential impacts that COVID-19 could have
on our operations. This assessment has taken in to
account the current measures being put in place by
the Group to preserve cash and reduce discretionary
expenditure, and potential reductions in revenues
resulting from the economic impact on domestic
and business customers due to lockdown and an
expected economic downturn. It also assumes that
there are no overdraft or additional loan facilities
in place.
The Group has long standing and well operated
trading relationships with a number of
counterparties, the majority of which contain an
agreement that the Group’s Tangible Net Worth
(defined as paid up shareholder cash contributions
plus retained earnings) should not decrease by more
than 25% over a 12 month period or fall to below
a certain level. Tangible Net Worth covenants are
tested annually on publication of audited financial
statements. Breach of this financial covenant
allows counterparties, if they so decide, to request
additional financial support (which may be in the
form of a parent company guarantee, letter of credit
or other financial security). The counterparty may
terminate the contract if appropriate additional
financial security is not provided, if requested,
within a timely manner. The value at risk with
counterparties based upon current commodity
contracts and current market prices is estimated at
approximately £2m.
The group’s borrowings with GCP, amounting to
£33.8m, contains two covenants being a debt service
cover ratio and a loan life cover ratio specifically
associated with the generation assets. Compliance
with these covenants is based on generation prices
and volumes, which the Board has concluded are not
materially affected by COVID-19.
The Board has considered a Downside Case which
assumes the reduced energy usage during a
lockdown period of four months, assumes that 10% of
domestic customers and 25% of business customers
make no payments during this period, that 30% of
these debts are not subsequently collected within a
twelve-month period and that 50% of bondholders
elect to redeem their bonds in June 2021. The
Downside Case indicates that the Company is
compliant with the counterparty covenant test and
able to operate for twelve months from the date of
approval of the Annual Report and Accounts.
Given the uncertainty over the lockdown period
and collection rates, this has been sensitised under
a plausible reverse cash stress test such that the
lockdown period extends to six months, that 30% of
domestic customers and 40% of business customers
make no payments during this period, that 50% of
these debts are not subsequently collected and that
100% of bondholders elect to redeem their bonds.
Under this scenario, the Group would have sufficient
cash to repay the bond in full in June 2021, with nil
cash balance remaining, and would be compliant
with its counterparty covenant.
It is plausible that lockdown periods in the going
concern period are over a period of longer than six
months, or the impacts on cash collection is worse
than the scenarios above. If either of these were the
case in addition to the reverse cash stress test, the
Group would breach its counterparty covenant and/
or would have insufficient cash to repay the bond in
full in June 2021.
The Directors are confident that further mitigating
actions could be taken by inception of new banking
facilities, the sale of generation sites, issuing new
equity or ensuring a waiver from the counterparty
covenant breach. However at this point, these plans,
whilst under contemplation by the Board, are not
in place and therefore the risk of not being able
to mitigate the liquidity risk including the breach
of the counterparty covenant represent material
uncertainty that may cast doubt over the Group’s
ability to continue to apply the going concern basis
of accounting.
Notwithstanding the material uncertainty described
above, after making enquiries and assessing the
progress against forecast, projections and status
of the mitigating actions referred to above, the
Directors have a reasonable expectation that
the Group will continue in operation and meets
its commitments as they fall due over the going
concern period. Accordingly, the Directors continue
to adopt the going concern basis in preparing the
financial statements.
External Audit
Auditor appointment
Following a competitive tender process, the Group
appointed Ernst & Young as auditors during 2017.
Ernst & Young’s appointment was confirmed by
members at the 2018 AGM. Ernst & Young LLP
continue as the Company’s auditors. The Committee
will consider whether to re-tender the audit after a
five year period, or earlier if appropriate.
Auditor independence
The Audit and Risk Committee monitors the Group’s
safeguards against compromising the objectivity and
independence of the external auditors. It annually
reviews any non-audit services provided to the Group
and their cost, and whether the auditors believe
there are any relationships that may affect their
independence and obtaining written confirmation
from the auditors that they are independent.
The Audit and Risk Committee has also reviewed its
policy for awarding non-audit work.
For the financial year ended 31 December 2019, the
Committee has conducted its review of the auditors’
independence and concluded that no conflict of
interest exists between Ernst & Young LLP audit and
non-audit work. The Audit and Risk Committee is
using Ernst & Young for audit only services.
Audit and non-audit fees
The Audit & Risk Committee reviewed the
remuneration received by Ernst & Young for non-
audit work conducted during the period as part of
assessing their independence. For further details
regarding fees paid, see note 7 to the financial
statements on page 136.
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance Report
Nomination & Remuneration report
Overview
Good Energy operates on the principle that a
workplace where people’s differences are valued
creates a more productive, innovative and effective
organisation. The Company also recognises that
attracting, retaining and incentivising key talent is
integral to its ability to meet its strategic objectives.
The Board retains overall responsibility for the
Company’s people and reward strategies.
Diversity and inclusion are beliefs which Good Energy
are passionate about and continue to promote
throughout the company. Diversity at Good Energy
provides different perspectives which are highly
valued as these differences support the Company in
achieving its purpose. The Company believe inclusion
and diversity are consistent with its values and are
considered in recruitment selection processes,
opportunities for development and promotion, pay
and benefits for its people. Diversity, equality &
inclusion guidance and online training is provided to
all employees during induction.
Data gathering has begun relating to the ethnicity
of its people to enable a fuller understanding of the
representation at Good Energy.
While the Board reviews the suitability of these
strategies annually, responsibility for reviewing the
effectiveness of these strategies and underlying
plans is delegated to the Nominations &
Remuneration Committee.
The Nominations & Remuneration
Committee
The members of the Nominations and Remuneration
Committee are Emma Tinker (Chair), Will Whitehorn,
Tim Jones and Nemone Wynn-Evans, all of whom are
independent Non-Executive Directors.
The primary duties of the Nominations &
Remuneration Committee are to:
•
•
•
•
review the structure, size and composition of
the Board and its Committees to ensure that they
remain appropriate to support the Company’s
growth and development, and making
recommendations to the Board;
ensure that there is a formal, rigorous and
transparent process for the appointment of
new Directors to the Board;
to consider and develop succession plans
appropriate for the Group;
determine the Group’s approach to the
remuneration of the Executive Directors and
senior managers of the Group, on behalf of
the Board;
•
•
conduct an annual appraisal of the performance
of the Executive Directors; and
assess Company performance against
performance targets within reward schemes.
No Director may be involved in any decisions as to
their own remuneration.
The Nominations & Remuneration Committee also
oversees the group-wide remuneration strategy,
particularly with respect to diversity, inclusion
and gender pay. The functions of a Nominations
Committee were introduced to the pre-existing
Remuneration Committee during 2016. During
the period, the Board considered whether these
functions would be better separated into two
separate committees and concluded that it
remained appropriate for the functions to be
combined within a single committee. The Board
will review this periodically.
Nominations
The Committee will keep under review the
composition of the Board, the mix of skills and
experience of the Directors and the needs of the
business, having due consideration for the benefits
of diversity, and support the Group in developing
appropriate succession plans to meet its
long-term objectives.
The Board remains focused on promoting diversity
across the organisation and notes that women and
men were equally represented at both Board and
Executive level during the period.
The Committee is responsible for reviewing the
time commitments of each Director both prior to
all appointments and annually, as part of the Board
Evaluation process, to ensure that all Directors devote
sufficient time to the Company to discharge their
duties effectively.
During the period, the Committee:
•
•
•
received and considered proposals to implement
the role of Chief Financial Officer, including
reviewing the resulting composition of the Board
and the availability of a suitable mix of skills,
experience and expertise;
oversaw the recruitment, appointment and
induction of Rupert Sanderson following its
recommendation that the Board appoint a Chief
Financial Officer to the Board; and
reviewed overall appropriateness of the new
Executive management structure in order to
implement and deliver company strategy.
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Good Energy Annual Report 2019
75
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportService agreements, notice periods and
termination payments
The service agreements for the Executive Directors
are not for a fixed term and may in normal
circumstances be terminated on the notice periods
listed on the following page.
The remuneration of the Chairman of the Company
and the Non-Executive Directors consists of fees that
are paid monthly in arrears.
The Chairman and the Non-Executive Directors did
not participate in any bonus scheme or long-term
incentive reward schemes, nor did they accrue any
pension entitlement during the period. Following
the publication in August 2015 of HMRC’s express
confirmation of the travel rules that apply to Non-
Executive Directors, the Company reimburses Non-
Executive Directors’ travel expenses between home
and the Company’s Head Office. The key terms of
the Non-Executives Directors’ appointments are set
out in the table on the following page.
The Group reviewed Non-Executive Director fees and
concluded that the existing annual fees and structure
remain appropriate. See table overleaf. The fee for
each Non- Executive Director is £25,000, with an
additional fee for those that chair a committee. The
fee payable to the Deputy Chair is £40,000 and the
fee payable to the Chairman is £45,000.
Executive salaries were also benchmarked during the
year against AIM company data and adjusted where
necessary to reflect the size of the Company.
Service agreements, notice periods and termination payments
Name
Position
Date of contract Notice period Annual Salary (£)
Executive Directors
Juliet Davenport
Chief Executive
02 August 2007
9 months
218,000
Non-Executive
Directors
Emma Tinker
02 September 2016
Tim Jones
01 December 2017
Will Whitehorn
26 July 20181
Nemone Wynn-Evans
01 January 2019
30,000
25,000
45,000
32,000
Former Directors
John Maltby
15 October 2012
45,000
Remuneration
Information about the remuneration of the Directors
of the Company for the year ended 31 December
2019 is set out in the following section. This report is
unaudited and has been prepared in accordance
with the requirements for AIM listed companies set
out in the Companies Act 2006 and the AIM rules.
The Group’s bonus and share-based incentive
schemes have been in place since 2016 and remain
aligned with current best practice. They are designed
to motivate and incentivise key talent to assist the
Group in achieving its strategic aims and comprise:
•
•
an Annual Bonus Plan that encompasses both
financial and non-financial annual performance
targets, details of which are set out on page 79;
and
a Performance Share Plan for Executive Directors
and members of the senior management team,
details of which are set out on page 80.
During the period, the Remuneration Committee
agreed a non-material alteration to the performance
criteria, introducing an objective measure which
considers retention of key talent in place of the
previous employee engagement criterion. No other
changes have been made to the operation of these
schemes during the period.
Remuneration Policy
Details of the Company’s Nominations &
Remuneration Committee are set out on page 67.
The Nominations & Remuneration Committee
has designed and adopted a remuneration policy
to ensure that the Company is able to attract,
retain and motivate its Executive Directors and
senior management.
The Group operates in a competitive environment.
It therefore sets out to provide competitive
remuneration to all of its employees, appropriate to
the business environment, geographical location and
strategic aims of the Company.
The Group aims to align the interests of shareholders
with those of Executive Directors and senior
management by giving the latter the opportunity to
build up a shareholding interest in the Company.
76
77
1. Formal appointment to the Board took effect on 4 July 2018.
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportSalaries/Fees, annual bonus and benefits
Name
Salary/fee
Pension
Benefits in Kind
Annual Bonus
Total
Total
2019 (£)
2019 (£)
2019 (£)
2019 (£)
2019 (£)
2018 (£)
Executive Directors
Juliet Davenport
222,931
27,580
22,391
95,000
367,902
330,625
Sub-total
222,931
27,580
22,391
95,000
367,902
330,625
Non-Executive Directors
Will Whitehorn2
Emma Tinker
Tim Jones
46,278
31,864
25,109
Nemone Wynn-Evans3
32,719
John Maltby4
Sub-total
33,750
169,720
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
46,278
19,422
31,864
31,911
25,109
25,842
32,719
-
33,750
48,259
169,720
125,434
Overall total
392,651
27,580
22,391
95,0005
537,622
456,0596
2. Pro-rata for the period of directorship. Joined the Board effective 04 July 2018.
3. Pro-rata for the period of directorship. Joined the Board effective 06 February 2019.
4. Pro-rata for the period of directorship. Left the Board effective 13 June 2019.
5. 2018 bonus paid in 2019.
6. 2018 total (including former directors) was £651,521.
78
Annual bonus scheme
Operation of the scheme
In 2018, the Remuneration Committee agreed a
non-material alteration to the performance criteria
for the scheme, introducing an objective measure
which considers retention of key talent in place of the
previous employee engagement criterion. No other
changes were made to the operation of the bonus
scheme during the period.
All bonuses under the bonus scheme are individually
capped. A maximum potential bonus of 75% of
Executive Directors’ salary is payable in relation
to the Company’s performance against four key
performance metrics. The performance metrics and
their relative weightings are shown in the table below.
Maximum bonus will only be payable in the event
that stretch targets for all four of these performance
metrics are met. Performance against the targets
is measured on a sliding scale basis between the
achievement of threshold, on-target and stretch
targets, starting with one third of the potential
bonus being payable where threshold targets are
met. No bonus will be payable unless the Group’s
profit before tax meets the threshold targets unless
the Nominations & Remuneration Committee, in its
discretion, determines otherwise.
The Nominations & Remuneration Committee
also retains discretion, under the bonus scheme
rules, to adjust any payments in line with individual
performance.
Individual performance targets are set annually
and reviewed at the end of the relevant financial
year, and annual targets for each of the four
Company performance metrics will be set by the
Nominations and Remuneration Committee.
The Group considers that the targets for 2020
are commercially sensitive and are not therefore
disclosed. However, retrospective disclosure of
performance against targets for the year ending 31
December 2019 is provided on the following page.
Measure
Strategic objective
Weighting
Group profit before tax
Deliver profit growth
Absolute net promoter score Maintain customer satisfaction ratings
Employee retention7
Attract and retain employees with the right skills, knowledge
and mind-set to help deliver the Company’s growth plans
Corporate CO2 reduction
Help to reduce carbon emissions
2019 targets and performance
60%
20%
10%
10%
The Group’s performance against targets and actual outturn for the financial year ended 31 December 2019
are set out in the table below.
Although the Group profit before tax exceeded threshold for 2019, In light of the ongoing COVID-19 pandemic
the staff bonus is deferred.
Measure
2019 outturn
2018 outturn
2019 performance
against target
£1.7m
Between threshold and target
Profit before tax8
NPS
£2.1
54
Employee retention
78%
46
68%
Corporate CO2 reduction
ISO 14001 maintained.
Emissions neutralised
and reduced by 12%
per head.
ISO 14001 maintained.
Emissions neutralised
and reduced by 10.5%
per head.
Target
Target
Target
7. This measure considered “employee engagement” in 2017 and was altered by the Committee for 2018.
8. Calculated on underlying continuing PBT of £2.1m after the £865k non-underlying costs associated to the Kraken customer services investment.
2018 calculated on underlying continuing PBT of £1.7m excluding the impact of £0.6m reclassification relating to Brynwhilach solar farm.
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance Report
Performance share plan (“PSP”)
Directors’ share options
for achieving stretch targets. No award will vest
unless Total Shareholder Return is positive over the
measurement period.
The Nominations & Remuneration Committee may,
at any time up to and including vesting, reduce
the vesting level of awards where there has been,
amongst other things, a material misstatement in
the accounts, an error in any information on which
performance targets were based, gross misconduct
or fraud by the employee.
Performance targets
The performance metrics and their relative
weightings for the 2019 grant of awards are shown
in the table below. The Group considers the targets
themselves to be commercially sensitive and these
are not therefore disclosed. However, retrospective
disclosure of performance against targets will
be provided at the end of the relevant
measurement period.
Operation of the scheme
The existing scheme was implemented during
2016 following advice from external remuneration
consultants and in consultation with the Company’s
ten largest shareholders. It is designed to enhance
alignment between Executive Directors and
shareholders, and better reflect current market
practice, including the addition of performance
conditions for the vesting of awards, which are
described in more detail below, where previously
there were none.
The usual policy is to grant awards to Executive
Directors over shares worth up to 50% of salary at
the time of grant. The maximum limit of an award
to any individual under the PSP in any financial year
would be 100% of annual salary, subject to the
Remuneration Committee’s discretion to increase to
150% of salary in exceptional circumstances.
Awards granted under the scheme shall normally
vest three years from the date of grant, subject
to continued employment and satisfaction of
performance criteria measured over a three
year period.
Performance against targets is measured on a
sliding scale, with 20% of the relevant part of the
award vesting at threshold level, 50% vesting for
on-target performance through to 100% vesting
Measure
Strategic objective
Weighting
Earnings per share
Drive shareholder value
60%
Relative net promoter score (relative to
‘Big 6’ energy companies)
Maintain higher customer
satisfaction rating than ‘Big 6’
energy firms
20%
Customer CO2 reduction
Ensure long term sustainability
of our own operation
20%
Details of the Directors’ share options outstanding at 31 December 20199 are shown below.
Name
Date option
granted
Number of options
outstanding as at
31 December 2019
Option
price
Exercised
during
period
Cancelled/
surrendered
during period
Juliet Davenport
01/06/2004
-
£0.75
15,00010
13/02/2012
86,956
13/02/2012
17,390
18/09/2012
189,052
13/07/2013
144,000
22/04/2016
-
10/05/2017
42,363
15/11/2018
122,472
£1.15
£1.15
£0.50
£1.25
£0.05
£0.05
£0.05
-
-
-
-
-
-
-
-
-
-
-
88,496
-
Total
602,233
15,000
88,496
Emma Tinker
Chair of Nominations and
Remuneration Committee
3 June 2020
80
81
9. Rupert Sanderson joined the Board in January 2020. Options granted 15/11/2018. £58,427 outstanding at 31 December 2019. Option price £0.05.
10. Exercised in full on 14 January 2019.
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportStatutory and other information
General company information
Good Energy Group PLC is a public limited company
incorporated in England and Wales.
The Company’s registered office and principal
place of business is: Monkton Reach, Monkton Hill,
Chippenham, Wiltshire, SN15 1EE and the registered
number is 04000623.
Share capital
On 31 December 2019, 16,621,245 ordinary shares of
5p each were in issue. The Company is listed on the
Alternative Investment Market (AIM) of the London
Stock Exchange, is a founding member of the Social
Stock Exchange (SSE) and its shares have been
trading on the Social Impact segment of the NEX
Growth Market since 5 January 2016.
Significant shareholders
of the shares and no known agreements between the
holders of shares with restrictions on the transfer of
shares or exercise of voting rights.
Authority to issue shares
At the AGM in 2019, authority was given to the
Directors to allot new ordinary shares up to a nominal
value of £276,192, equivalent to one-third of the
issued share capital of the Company at that time. The
Directors were also authorised to allot up to two thirds
of the total issued share capital of the Company, but
only in the case of a rights issue.
These authorities are valid until the AGM in 2020,
and the Directors propose to renew this authority at
the AGM.
The Board believes this authority will allow
the Company to retain flexibility to respond to
circumstances and opportunities as they arise.
At 31 December 2019, the following shareholders
had notified an interest exceeding 3% of the issued
ordinary share capital of the Company (excluding
Directors and their respective families as defined
in the AIM rules, details of which are set out on
the next page):
Deadlines for exercising voting rights
Electronic and paper proxy appointments, and
voting instructions, must be received by the
company’s Registrar not less than 48 hours before
a general meeting.
Shareholder
Number
of shares
%
Details relating to the proposed 2019 final dividend
are set out in the Chairman’s Statement on page 9.
Dividends
Ecotricity Group Limited
4,169,948
25.1%
Directors
Hargreaves Lansdown plc
1,167,014
7.0%
The names of the Directors that held office during the
financial year are set out on page 58-59.
Martin Edwards
669,827
4.0%
IFRS 16
Share class rights
Ordinary shares
The full share class rights are set out in the Company’s
Articles of Association which are available to view at
goodenergygroup.co.uk and summarised below:
Each member has one vote for each ordinary share
held. Holders of ordinary shares are entitled to:
receive the Company’s Annual Report and Accounts;
attend and speak at general meetings of the
Company; appoint one or more proxies or, if they are
corporations, corporate representatives; and exercise
voting rights. Holders of ordinary shares may receive
a dividend in cash or ordinary shares under the
Company’s scrip dividend scheme and on liquidation
may share in the assets of the Company.
Shareholder agreements and consent requirements
There are no known arrangements under which
financial rights carried by any of the shares in the
Company are held by a person other than the holder
Good Energy Group plc has introduced IFRS 16
Leases for the first time in its financial year to 31
December 2019.
The Group has chosen to adopt the modified
retrospective approach of implementing this
standard, and as such, comparative information in the
Annual Report for the year ending 31 December 2018
has not been restated.
The new requirements under IFRS 16 will have a
significant impact the way in which the Group
accounts for its lease contracts.
Additional assets and liabilities will be accounted for
in the Statement of Financial Position. Costs in the
Statement of Comprehensive Income will change
from a lease expense, replaced by a depreciation
charge along with a finance cost. This results in
increased costs in the earlier years of the lease, which
will reduce over time as the values of the assets and
liabilities decrease.
The effects of the implementation of this standard
are discussed in more detail in notes 2.4 and 16 of this
Annual Report.
83
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Good Energy Annual Report 2019
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportDirectors’ interests and their interests in the Company’s shares1
The interests (all of which are beneficial unless otherwise stated) of the Directors and their families as defined
in the AIM Rules in the issued share capital of Good Energy Group plc are:
No. shares
as at 31
December
2019
%age of
issued share
capital
No. shares
as at 31
December
2018
%age of
issued share
capital
Current Directors
Juliet Davenport2
Rupert Sanderson
Will Whitehorn
Emma Tinker3
Tim Jones
Nemone Wynn-Evans
627,455
16,770
52,000
1,560
9,489
9,500
3.78
0.10
0.31
0.01
0.06
0.06
627,455
-
28,000
1,523
9,489
-
3.78
-
0.17
0.01
0.06
-
Financial instruments
The Group’s financial instruments include bank
loans and other borrowings, a corporate bond
and overdraft.
The principal objective of these instruments is to raise
funds for general corporate purposes and to manage
financial risk. Further details of these instruments are
given in note 26 in the Financial Statements.
Future developments & research
Details of future developments are given in the Chief
Executive’s Review within the Strategic Review.
Innovation is key to the future development of the
Group’s business propositions. The Group does not
incur material research and development expenditure
but does undertake selected research, development
and innovation projects which are often grant-funded.
Referral Arrangements/ Political Donations
The Company has operated and continues to operate
referral arrangements with certain political parties. It
considers these to be commercial arrangements, with
a referral payment made for each customer referred
to Good Energy. However, the Companies Act 2006
definitions of the making of political donations or the
incurring of political expenditure are capable of a
wide interpretation. In the interests of transparency,
the Company has obtained shareholder approval
for the referral arrangements at its Annual General
Meetings since 2015 and anticipates requesting that
authorisation be refreshed at the Annual General
Meeting in 2020.
Impact on the environment
The Company is committed to reducing its
environmental impact and the carbon emissions from
its operations. ISO14001 accreditation was achieved
during 2017, providing independent confirmation that
the Group meets international standards for measuring
and continually improving environmental performance.
The Company regularly measures its Scope 1 and
Scope 2 emissions and as many indirect Scope 3
emissions as possible. Where it is not yet possible to
avoid or eliminate emissions, these are neutralised
through international carbon reduction projects. More
information can be found in the Strategic Report.
Gender Pay
The Board welcomed the introduction in 2017 of
Gender Pay reporting. The Group has a strong
commitment to gender balance and equality at all
levels of the business. The Board is proud to have
an equal gender balance (female : male) at Board
level and just over 50% women within the business
overall. The Group’s mean pay gap for 2019 is
1. Certain of the Directors hold share options as detailed on pages 81 within the Nominations & Remuneration Report.
2. Juliet Davenport holds 583,179 Ordinary Shares in the Company in her own name. Her husband owns 43,000 Ordinary Shares. One daughter owns 638 Ordinary
Shares and Juliet Davenport holds a further 638 Ordinary Shares on behalf of another daughter.
3. Emma Tinker’s holding increased during the year as a result of participation in the scrip dividend.
27%. The gap predominantly arises because the
Group currently employs more men than women in
middle management roles, particularly in Science,
Engineering, Technology and Maths (STEM) related
functions. The Group’s full Gender Pay Report, which
also details the actions initiated by the Board to close
the Group’s gender pay gap, is published on its website.
The Directors proposed a final dividend for the year
of 2.6p per share. Due to the ongoing COVID-19
outbreak the Directors have subsequently proposed
to defer the payment of this dividend, to provide more
flexibility in the Group’s response to the pandemic.
The Directors will continue to monitor the COVID-19
situation on an ongoing basis and consider the
payment of the final dividend.
Modern Slavery
Although the Group considers the inherent risk of
encountering issues of modern slavery within its
business, supply chains and strategic affiliations to be
low, it is nonetheless an issue that the Group and the
Board takes very seriously. The Group’s full statement
under section 54 of the Modern Slavery Act 2015 for
the period ended 31 December 2019 is published on
its website.
Related Party Transactions
Related party transactions are set out in note 34 in the
Financial statements.
Disclosure of Information to Auditors
So far as each Director is aware, there is no relevant
audit information of which the Company’s auditors are
unaware, and each Director has 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 Company’s auditors are aware of
that information. This confirmation is given, and should
be interpreted, in accordance with the provisions of
Section 418 of the Companies Act 2006.
Events after the Balance Sheet date
In March 2020 the outbreak of COVID-19 became a
global issue. In light of the outbreak’s wide-ranging
implications, the Group have undertaken a detailed
going concern review to ensure continued operations
throughout the period affected, with a particular focus
on cash flows and business continuity plans. To date,
the Group has not seen any significant financial impact
from the COVID-19 outbreak, however it continues to
monitor the situation closely throughout the coming
weeks and months.
The Directors have concluded that the latest
developments up to the date of signing of these
financial statements have not provided further
information about the circumstances existing at
the reporting date, therefore do not expect any
adjustments to these financial statements to be
made as a consequence.
As a result of the detailed review, the Directors have a
reasonable expectation that the Group will continue
in operation and meet its commitments as they fall
due over the going concern period, subject to material
uncertainties over liquidity. The detailed going concern
review can be found in full per the Audit & Risk
Management Report on pages 72-73.
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportStatement of Directors’ responsibilities
in respect of the annual report and the
financial statements
The Directors submit their Annual Report and
Financial Statements (Annual Report and Accounts)
for Good Energy Group plc for the year ended
31 December 2019. The directors’ report required
under the Companies Act 2006 comprises this
Governance & Directors’ Report and the Nominations
& Remuneration Report.
The Company is required to set out a fair review
of the Group’s activities and a description of the
principal risks and uncertainties facing the business
as detailed in the Strategic Report. This requirement
includes an analysis of the development and
performance of the Group’s business during the
financial year, and the position of the Group at the
end of the reporting period consistent with its size
and complexity.
The Directors are responsible for preparing the Annual
Report and Accounts in accordance with applicable
law and regulation, including company law which
requires the Directors to prepare financial statements
for each financial year. 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 parent
company and of the profit or loss of the Group and
parent company 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 International Financial
Reporting Standards (IFRSs) as adopted by the
European Union have been followed for the
Group financial statements and IFRSs as adopted
by the European Union have been followed for
the Company financial statements, 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 parent company will
continue in business.
The Directors have prepared the Group financial
statements in accordance with (IFRSs) as adopted by
the European Union and parent company financial
statements in accordance with International Financial
Reporting Standards (IFRSs) as adopted by the
European Union.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group and parent company’s transactions
and disclose with reasonable accuracy at any
time the financial position of the Group and parent
company. These records must also enable them to
ensure that the financial statements comply with
the Companies Act 2006 and, as regards the Group
financial statements, Article 4 of the IAS Regulation.
The Directors are also responsible for the system
of internal controls, for safeguarding the assets of
the Group and parent company and for taking
reasonable steps for the prevention and detection of
fraud and other irregularities.
The Directors of the ultimate parent company are
responsible for the maintenance and integrity of the
ultimate parent company’s website. Legislation in
the United Kingdom governing the preparation and
dissemination of financial statements may differ from
legislation in other jurisdictions.
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 and
parent company’s position and performance, business
model and strategy.
Each of the Directors, whose names and functions are
listed in the Governance & Directors report confirm
that, to the best of their knowledge:
•
the parent 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 Company
•
•
the Group’s consolidated 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
the Annual Report and Accounts includes a fair
review of the development and performance of
the business and the position of the Group and
parent 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
Governance Report is approved:
•
•
so far as the Director is aware, there is no relevant
audit information of which the Group and parent
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 parent company’s auditors are aware of
that information.
The Annual Report and Accounts, including the
Strategic Report, Governance & Directors’ Report,
Remuneration Report and Financial Statements, have
been prepared and approved by the Board and are
published in accordance with, and with reliance
on, applicable English company law. The liabilities
of Directors in relation to the Annual Report and
Accounts are subject to the limitations and restrictions
provided by such law.
William Whitehorn
Chairman
3 June 2020
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members of Good Energy Group plc
Opinion
In our opinion:
• Good Energy Group plc’s group financial
statements and parent company financial
statements (the “financial statements”) give a
true and fair view of the state of the group’s
and of the parent company’s affairs as at 31
December 2019 and of the group’s profit for the
year then ended;
•
•
•
the group financial statements have been
properly prepared in accordance with IFRSs as
adopted by the European Union;
the parent company financial statements have
been properly prepared in accordance with
IFRSs as adopted by the European Union and as
applied in accordance with the provisions of the
Companies Act; and
the financial statements have been prepared
in accordance with the requirements of the
Companies Act 2006.
We have audited the financial statements of Good
Energy Group plc which comprise:
Group
Parent company
Consolidated Statement of Financial Position as at
31 December 2019
Parent Company Statement of Financial Position as at
31 December 2019
Consolidated Statement of Comprehensive
Income for the year then ended
Consolidated Statement of Changes in
Equity for the year then ended
Parent Company Statement of Changes in
Equity for the year then ended
Consolidated Statement of Cash Flows
for the year then ended
Parent Company Statement of Cash Flows
for the year then ended
Related notes 1 to 37 to the financial
statements, including a summary of
significant accounting policies
Related notes 1 to 37 to the financial
statements including a summary of significant
accounting policies
The financial reporting framework that has been applied in their preparation is applicable law and
International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards to
the parent company financial statements, as applied in accordance with the provisions of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs
(UK)) and applicable law. Our responsibilities
under those standards are further described in the
Auditor’s responsibilities for the audit of the financial
statements section of our report below. We are
independent of the group and parent company in
accordance with the ethical requirements that are
relevant to our audit of the financial statements in
the UK, including the FRC’s Ethical Standard as
applied to listed entities, and we have fulfilled our
other ethical responsibilities in accordance with
these requirements.
We believe that the audit evidence we have
obtained is sufficient and appropriate to provide
a basis for our opinion.
Material Uncertainty Related to Going Concern
We draw attention to note 2.3 to the financial
statements which indicates that the ability of the
Group and Company to continue as a going concern
is subject to material uncertainty. With the current
outbreak of COVID 19 in the UK, there is uncertainty
over the length of lockdown periods which cause
decreases in electricity consumption and the ability
• We assessed the Board’s controllable mitigation
plans and considered the ability of the business
to operate and repay the bonds in full including
compliance with Group’s financial covenants.
We obtained supporting documentation to
evaluate the plausibility and achievability of
management’s mitigation plans.
• We compared forecast future cashflows to
historical data, ensuring variations are in line
with our expectations and understanding of
the business and considered the reliability of
past forecasts.
• We performed our own sensitivity analysis on
managements forecast cashflows and
considered the reverse stress tested
management model.
• We assessed the adequacy of disclosures within
the Annual Report and Accounts
for customers to pay debts as they fall due. This
uncertainty means the Group may be unable to
repay its bondholders when this becomes due on
June 2021 and may mean the Group breaches its
counterparty covenant. As stated in note 2.3, these
events or conditions, along with other matters as set
forth in note 2.3, have caused a material uncertainty
that may cast significant doubt on the group and
company’s ability to continue as a going concern.
Our opinion is not modified in respect of
this matter.
We describe below how our audit has responded to
the material uncertainty related to going concern:
• We obtained management’s forecast cash flows
and covenant calculations covering the period
from the date of signing to 30 June 2021. We
tested the clerical accuracy of the cash flows, as
well as the calculation of the forecast covenants
and the headroom in respect of the financial
covenant compliance.
• We audited the assumptions used by the Board of
Directors in respect of the going concern
assessment and reverse stress test reflecting
the potential impact of COVID-19 to determine
the magnitude of decline in revenue, breaching
of counterparty trading covenants and
cashflow that would give rise to an inability to
repay the bonds in the event the lenders called
for repayment in June 2021 (after taking
into consideration the controllable mitigations).
Overview of our audit approach
Key audit matters
•
•
•
Revenue recognition, specifically the estimated unbilled income
Revenue recognition due to the susceptibility to management override through
inappropriate, manual entries
Valuation of the expected credit loss provision
Audit scope
• We performed an audit of the complete financial information of 3 components
and audit procedures on specific balances for a further 9 components
•
The components where we performed full, specific or specified audit
procedures accounted for 97% of Profit before tax, 100% of Revenue and 95%
of Total assets.
Materiality
• Overall group materiality of £1.0m which represents 0.8% of revenues
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance Report
Key observations
communicated to the
Audit Committee
Based on the audit procedures
performed manual entries were
appropriate, including post
close adjustments during the
consolidation process.
Our journal entry testing
procedures did not identify
instances of inappropriate
management override in the
recognition of revenue across
the Group.
Risk
Our response to the risk
We performed walkthroughs of the
consolidation process at various month
ends throughout the year, including the
interim and year end to assess the design
and implementation of key controls over
the manual consolidation process.
Audit procedures specifically designed
to address the risk of management
override included using data extracted
from the accounting system to test
the appropriateness of journal entries
impacting revenue, as well as other
adjustments made in the preparation of
the financial statements, with a focus on
selecting and testing manual journals.
For all locations we verified the results
of the consolidated entities used in the
manual consolidation by agreeing the
results included in the consolidation
directly to the results audited by the
audit team.
We selected all consolidation journals
exceeding 15% of performance
materiality and obtained evidence to
verify the validity and accuracy of the
journals being posted.
Revenue recognition due
to the susceptibility to
management override
through inappropriate
manual entries.
Accounting policies (page
112); and Note 4 of the
Consolidated Financial
Statements (page 127).
We consider that all except
the accrued income of
Good Energy’s revenue
transactions reported under
existing IFRS guidance are
routine, non-complex, and
systems driven, with no
judgement applied over the
recorded amount.
However, the accounting
for revenues is susceptible
to management override
through the recording of
manual topside journal
entries either in the
underlying ledgers or during
the consolidation process.
We focused on this area due
to the manual nature of the
consolidation process and
the non-routine judgemental
nature of some of the
manual journals posted.
There were no changes in the key audit matters in the current year auditor’s report compared to the prior
year auditor’s report.
Key audit matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit
of the financial statements of the current period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) that we identified. These matters included those which had
the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in our opinion thereon, and we do not provide a separate opinion on these matters.
Risk
Our response to the risk
Key observations
communicated to the
Audit Committee
Revenue recognition,
specifically the estimated
unbilled income
Accounting policies (page
112); and Note 21 of the
Consolidated Financial
Statements (page 154)
The Group’s material
revenue streams relate to
the provision of gas and
electricity services.
This risk over revenue
recognition specifically arises
in income from metered
services amounting to
£18.7m (2018: £18.0m),
which requires an estimation
of the amount of unbilled
charges at the year end.
This is calculated using
a combination of system
generated information,
based on previous customer
volume usage, together with
management judgements
as to the likely impact on
usage of factors such as
seasonal variations. Due to
the accrued income being
an estimation, the risk of
management bias is high.
The risk has decreased in
the current year due to the
billing system and process
now being fully operational
for 2 years.
Our procedures included:
• We obtained an understanding of
the process for the supply of gas and
electric services, meter reading and
related billing in order to ascertain
the completeness of adjustments
to reflect the accrual or deferral of
revenue.
• We assessed the design of key
We did not identify material
errors in the unbilled income
report, nor evidence of
management manipulation of
revenue within this report.
We conclude that
management’s assumptions in
respect of customer demand are
within an acceptable range
controls linked to system generated
information relating to the estimation
process for measured revenue.
We concluded that the basis
of calculation of the unbilled
income accrual is appropriate.
• We tested the inputs into the billing
system, including meter reads, tariffs
and estimated average consumption.
This was to ensure that calculated bills
and the resultant revenues reflected
accurate contract agreed prices
and usage.
• We compared the accrued income
to bills raised post year end for a
sample of customers to confirm the
accuracy of the estimated usage and
revenue recorded.
• We corroborated the key assumptions
made by management in recognising
revenue, by obtaining internal and
external data on demand.
• We tested whether revenue was
recognised in the correct period by
recalculating the accrued income
based on the last billed date and
compare that to the amount billed.
• We performed analytical procedures
by comparing revenue balances
for the year against expectation
from industry consumption data
and obtaining support for significant
variances against that data.
•
In performing our journal testing, we
paid increased attention to entries
impacting revenue focusing on non-
system postings and those raised in
the last two weeks of the year.
• We performed full scope audit
procedures over this risk area in 2
locations, which covered 100% of
the risk amount.
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportRisk
Our response to the risk
Expected Credit Losses
Our procedures included:
Accounting policies (page
118); and Note 21 of the
Financial Statements
(page 154)
• We performed a walkthrough of
the process for calculating the ECL
provision and assessed the design
effectiveness of key controls.
Key observations
communicated to the
Audit Committee
We assessed management’s
judgments and concluded
that the ECL provision is within
an acceptable range and
reflects likelihood of collections
in future periods.
There is an expected credit
loss (ECL) provision of £9.2m
(2018: £5.8m) at the year-
end against gross amounts
receivable from customers of
£39.0m (2018: £31.5m).
The simplified approach
to ECL under IFRS 9
was calculated using
management’s judgement
of the future likely recovery
rates.
There is a risk that the
assumptions used by
management in calculating
the ECL provision may be
susceptible to management
bias and the valuation of
ECL amounts against trade
receivables and unbilled
income may be misstated.
The risk has increased due
to the changes on the
how accrued income are
calculated and estimated.
• We tested the integrity of data and
the report utilised to generate the
ageing and categorisation of debt
within the Company’s billing system.
• We corroborated assumptions made
by management on collection rates
and performed sensitivity analysis
on the impact of these rates on the
ECL provision.
• We formed a view that the
assumptions made by management
on collection rates were within our
expected range by agreeing to
third party confirmations over the
rates used and performed sensitivity
analysis on the impact of these rates
on the ECL provision.
• We assessed the impact of IFRS
9 on the calculation prepared by
management and challenged
provisioning rates based on expected
credit losses through past history and
predicted market conditions.
• We performed analysis against
debt held at year end compared
to cash collected post year end
disaggregated into the categorisation
of customers used by management in
the provision calculation to assess the
reasonableness of provisioning rates.
• We tested the appropriateness of
journal entries and adjustments
impacting the ECL provision
particularly those raised close to the
balance sheet date.
• We performed full scope audit
procedures over this risk area in 2
locations, which covered 100% of the
risk amount.
An overview of the scope of our audit
Tailoring the scope
Our assessment of audit risk, our evaluation of
materiality and our allocation of performance
materiality determine our audit scope for each
entity within the Group. Taken together, this enables
us to form an opinion on the consolidated financial
statements. We take into account size, risk profile, the
organisation of the group and effectiveness of group
wide controls, changes in the business environment
and other factors such as recent Internal audit results
when assessing the level of work to be performed at
each entity.
In assessing the risk of material misstatement to
the Group financial statements, and to ensure we
had adequate quantitative coverage of significant
accounts in the financial statements, of the 15
reporting components of the Group, we selected 13
components covering entities all within the UK, which
represent the principal business units within
the Group.
Of the 13 components selected, we performed an
audit of the complete financial information of 3
components (“full scope components”) which were
selected based on their size or risk characteristics.
For the remaining 10 components (9 “specific scope
components” and 1 “specified procedures”), we
performed audit procedures on specific accounts
within that component that we considered had the
potential for the greatest impact on the significant
accounts in the financial statements either because
of the size of these accounts or their risk profile.
The net profit of the Group is split between 7 profit
making entities of £5.6m and 8 (1 nil profit) loss
making entities of £3.2m. We performed procedures
on 2 full scope components, 4 specific scope and 1
specified procedure which accounted for 100% of
the profit and procedures on 1 full scope component
and 5 specific scope components which accounted
for 98% of the loss-making entities.
The reporting components where we performed
audit procedures accounted for 100% (2018: 97%)
of the Group’s Revenue and 95% (2017: 63%) of the
Group’s Total assets. For the current year, the full
scope components contributed 93% (2017: 95%) of
the Group’s Revenue used to calculate materiality,
and 59% (2018: 58%) of the Group’s Total assets.
The specific scope components contributed 7%
(2018: 6%) of the Group’s Revenue used to calculate
materiality and 36% (2018: 23%) of the Group’s Total
assets. The audit scope of these components may not
have included testing of all significant accounts of the
component but will have contributed to the coverage
of significant tested for the Group. The 9 components
were instructed to perform specific procedures
over certain aspects of fixed asset verification, WIP
valuation and current assets held for sale valuation.
The remaining 2 component represented 0% of the
Group’s Revenue. For this component, we performed
other procedures, including analytical review and
testing of intercompany eliminations to respond to
any potential risks of material misstatement to the
Group financial statements.
The charts below illustrate the coverage obtained
from the work performed by our audit teams.
Revenue
Total
assets
93% Full scope components
59% Full scope components
7% Specific scope components
36% Specific scope components
0% Other procedures
5% Other procedures
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportChanges from the prior year
the likelihood of material misstatement is higher.
No significant changes identified in relation to prior
year scoping.
Involvement with component teams
All audit work performed for the purposes of the audit
was undertaken by the Group audit team.
Our application of materiality
We apply the concept of materiality in planning
and performing the audit, in evaluating the effect of
identified misstatements on the audit and in forming
our audit opinion.
Materiality
The magnitude of an omission or misstatement that,
individually or in the aggregate, could reasonably be
expected to influence the economic decisions of the
users of the financial statements. Materiality provides
a basis for determining the nature and extent of our
audit procedures.
We determined materiality for the Group to be £1.0m
million (2018: £0.9 million), which is 0.8% (2018:
0.8%) of Revenue. Up until 2016, Good Energy had
a focus on revenue growth as their main strategic
objective, during this time their profitability was
fluctuating significantly. Although the Group has
recently changed their focus to sustainable profit
growth, based on the continued use by the group
of revenue growth as a KPI and the prominence
accorded to revenue by analysts in their reports we
believe that it continues to be appropriate to base our
determination of materiality on revenue. This is also
consistent with the prior year audit.
We determined materiality for the Parent Company
to be £0.3 million (2018: £0.2 million), which is 1.6%
(2018: 1.6%) of Equity.
During the course of our audit, we reassessed initial
materiality and updated it to reflect actual
Revenue, having based our initial materiality on
forecast Revenue.
Performance materiality
The application of materiality at the individual account
or balance level. It is set at an amount to reduce to an
appropriately low level the probability that the aggregate
of uncorrected and undetected misstatements
exceeds materiality.
On the basis of our risk assessments, together
with our assessment of the Group’s overall control
environment, our judgement was that performance
materiality was 50% (2018: 50%) of our planning
materiality, namely £0.5m (2018: £0.45m). We have
set performance materiality at this percentage as
our expectation, based on our understanding of the
Group and the past history of misstatements, is that
Audit work at component locations for the purpose
of obtaining audit coverage over significant financial
statement accounts is undertaken based on a
percentage of total performance materiality. The
performance materiality set for each component is
based on the relative scale and risk of the component
to the Group as a whole and our assessment of
the risk of misstatement at that component. In the
current year, the range of performance materiality
allocated to components was £0.1m to £0.4m.
Reporting threshold
An amount below which identified misstatements are
considered as being clearly trivial.
We agreed with the Audit Committee that we would
report to them all uncorrected audit differences in
excess of £0.05m (2018: £0.05m), which is set at 5%
of planning materiality, as well as differences below
that threshold that, in our view, warranted reporting
on qualitative grounds.
We evaluate any uncorrected misstatements against
both the quantitative measures of materiality
discussed above and in light of other relevant
qualitative considerations in forming our opinion.
Other information
The other information comprises the information
included in the annual report set out on pages 1-87,
other than the financial statements and our auditor’s
report thereon. The directors are responsible for the
other information.
Our opinion on the financial statements does not
cover the other information and, except to the extent
otherwise explicitly stated in this report, we do not
express any form of assurance conclusion thereon.
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 such material inconsistencies
or apparent material misstatements, we are
required to determine whether there is a material
misstatement in 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 the other information,
we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the
Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
•
•
the information given in the strategic report and
the directors’ report for the financial year for
which the financial statements are prepared is
consistent with the financial statements; and
the strategic report and directors’ report have
been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding
of the group and the parent company and its
environment obtained in the course of the audit, we
have not identified material misstatements in the
strategic report or the directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
•
•
adequate accounting records have not been
kept by the parent company, or returns adequate
for our audit have not been received from
branches not visited by us; or
the parent company financial statements are not
in agreement with the accounting records and
returns; or
certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement set out on pages 86-87, the directors
are responsible for the preparation of the financial
statements and for being satisfied that they give a
true and fair view, and for such internal control as
the directors determine is necessary to enable the
preparation of financial statements that are free from
material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors
are responsible for assessing the group and parent
company’s ability to continue as a going concern,
disclosing, as applicable, matters related to going
concern and using the going concern basis of
accounting unless the directors either intend to
liquidate the group or the parent company or to
cease operations, or have no realistic alternative but
to do so.
Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a
high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the
aggregate, they could reasonably be expected to
influence the economic decisions of users taken on
the basis of these financial statements.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at https://www.
frc.org.uk/auditorsresponsibilities. This description
forms part of our auditor’s report.
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part
16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the
company’s members those matters we are required
to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to
anyone other than the company and the company’s
members as a body, for our audit work, for this report,
or for the opinions we have formed.
John Howarth
(Senior statutory auditor)
for and on behalf of Ernst & Young LLP, Statutory
Auditor
Bristol
3 June 2020
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Governance ReportFinancial statements
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Parent Company Statement of Financial Position
Consolidated Statement of Changes in Equity
Parent Company Statement of Changes in Equity
Consolidated Statement of Cash Flows
Parent Company Statement of Cash Flows
Notes to the Financial Statements
97
98
100
102
103
104
105
106
96
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2019
2019
Underlying
Note
2019
Non-
underlying
items (note 7)
2019
2018
2018
Non-
2018
Underlying
underlying
items
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
REVENUE
Cost of sales
GROSS PROFIT
Administrative expenses
OPERATING PROFIT
Finance income
Finance costs
Share of loss of associate
PROFIT BEFORE TAX
Taxation
PROFIT FOR THE YEAR FROM
CONTINUING OPERATIONS
(Loss) from discontinued
operations, before tax
Taxation on discontinued
operations
6
6
7
7
11
12
19
6
13
124,258
(92,601)
31,657
-
-
-
124,258
116,915
(92,601)
(83,466)
31,657
33,449
(25,219)
(865)
(26,084)
(26,800)
6,438
166
(4,439)
(42)
2,123
(206)
(865)
5,573
6,649
-
-
-
166
16
(4,439)
(4,361)
(42)
-
(865)
1,258
2,304
164
(42)
(660)
1,917
(701)
1,216
1,644
6
(930)
13
(32)
-
-
(930)
(687)
(32)
(56)
PROFIT FOR THE PERIOD
955
(701)
254
901
OTHER COMPREHENSIVE INCOME:
Other comprehensive income for
the year, net of tax
TOTAL COMPREHENSIVE
INCOME FOR THE YEAR
ATTRIBUTABLE TO OWNERS OF
THE PARENT COMPANY
-
-
-
-
955
(701)
254
901
Earnings per share Basic
Diluted
Earnings per share
(continuing operations)
Basic
14
14
14
5.9p
5.7p
(4.3p)
(4.2p)
1.6p
1.5p
5.6p
5.5p
11.8p
(4.3p)
7.5p
10.2p
Diluted
14
11.4p
(4.2p)
7.2p
10.0p
The notes on pages 106 to 168 form part of these financial statements.
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
116,915
(83,466)
33,449
(26,800)
6,649
16
(4,361)
-
2,304
(660)
1,644
(687)
(56)
901
-
901
5.6p
5.5p
10.2p
10.0p
97
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Consolidated Statement of Financial Position
As at 31 December 2019
Company registered no: 04000623
Note
2019
£000’s
2018
£000’s
Non-current assets
Property, plant and equipment
Right of use assets
Intangible assets
Restricted deposit accounts
Equity investment in associate
Other interests in associate
Total non- current assets
Current assets
Inventories
Trade and other receivables
Restricted deposit accounts
Cash and cash equivalents
Disposal groups held for sale
Total current assets
TOTAL ASSETS
Equity and liabilities
Capital and reserves
Called up share capital
Share premium account
Employee Benefit Trust shares
Retained earnings
Total equity attributable to members of the Parent
Company
15
16
17
3
19
19
20
21
3
22
23
24
24
24
9,941
29,430
474
13,667
-
53,512
8,580
29,796
-
15,662
6,649
60,687
116,364
118,790
832
12,790
(549)
5,707
829
12,719
(810)
6,088
18,780
18,826
46,326
50,351
6,483
4,454
4,548
426
615
-
3,586
4,166
-
-
Non- current liabilities
Deferred taxation
Borrowings
Provisions for liabilities
Long term financial liabilties
Total non- current liabilities
Current liabilities
62,852
58,103
Borrowings and other financial liabilities
Trade and other payables
Short term financial liabilities
Total current liabilities
Total liabilities
25
26
28
19
26
29
19
903
56,744
1,294
39
927
54,464
1,446
-
58,980
56,837
3,057
35,487
60
38,604
97,584
6,263
36,864
-
43,127
99,964
TOTAL EQUITY AND LIABILITIES
116,364
118,790
The financial statements on pages 97 to 168 were approved by the Board of Directors on 3 June 2020 and
signed on its behalf by:
Juliet Davenport
Chief Executive
3 June 2020
The notes on pages 106 to 168 form part of these financial statements.
98
99
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Parent Company Statement of Financial Position
As at 31 December 2019
Company registered no: 04000623
Non-current assets
Property, plant and equipment
Right of use assets
Intangible assets
Deferred taxation
Equity investment in associate
Other investment in associate
Investments
Total non- current assets
Current assets
Trade and other receivables
Amounts due from other group companies
Deferred taxation
Cash and cash equivalents
Total current assets
TOTAL ASSETS
Equity and Liabilities
Capital and reserves
Share capital
Share premium account
Employee Benefit Trust shares
Retained Earnings
Total Equity
Note
19
19
18
21
22
24
24
24
2019
£000’s
-
47
2
232
426
615
29,160
30,482
98
3,500
-
5,603
9,201
39,683
832
12,790
(549)
1,671
14,744
2018
£000’s
241
-
6
-
-
-
35,247
35,494
920
5,000
32
309
6,261
41,755
829
12,719
(804)
3,862
16,606
Non- current liabilities
Long term financial liabilities
Borrowings
Total non- current liabilities
Current liabilities
Borrowings and other financial liabilities
Trade and other payables
Short term financial liabilities
Total current liabilities
Total liabilities
TOTAL EQUITY AND LIABILITIES
19
26
26
29
19
39
16,790
16,829
7,802
248
60
8,110
24,939
39,683
-
17,275
17,275
7,534
340
-
7,874
25,149
41,755
The Parent Company’s loss for the financial year was £1,554,978 (2018: gain of £305,059). The financial
statements on pages 97 to 168 were approved by the Board of Directors on 3 June 2020 and signed on its
behalf by:
Juliet Davenport
Chief Executive
3 June 2020
The notes on pages 106 to 168 form part of these financial statements.
100
101
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Consolidated Statement of Changes in Equity
Parent Company Statement of Changes in Equity
For the year ended 31 December 2019
For the year ended 31 December 2019
Note
Called
up share
capital
Share
premium
account
EBT shares
Retained
earnings
Total
equity
£000’s
£000’s
£000’s
£000’s
£000’s
Note
Share
capital
Share
premium
account
EBT
shares
Retained
earnings
Total
equity
£000’s
£000’s
£000’s
£000’s
£000’s
826
12,652
(946)
5,553
18,085
At 1 January 2018
826
12,652
(946)
3,858
16,390
At 1 January 2018
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Share based payments
Tax charge relating to share
option scheme
Issue of ordinary shares
Exercise of options
Dividend paid
32
25
24
32
30
Total contributions by and distributions to
owners of the parent, recognised directly
in equity
-
-
-
-
-
3
-
-
3
-
-
-
-
-
67
-
-
67
-
-
-
-
-
-
136
-
901
-
901
358
901
-
901
358
(65)
(65)
-
(127)
70
9
(532)
(532)
136
(366)
(160)
At 31 December 2018
829
12,719
(810)
6,088
18,826
Profit for the year and total
comprehensive income
Share based payments
Issue of ordinary shares
Exercise of options
Dividend paid
At 31 December 2018
At 1 January 2019
Loss for the year and total
comprehensive income
Share based payments
Exercise of options
Dividend paid
-
-
3
-
-
-
-
67
-
-
-
-
-
142
-
305
358
-
(127)
305
358
70
15
(532)
(532)
829
12,719
(804)
3,862
16,606
829
12,719
(804)
3,862
16,606
-
-
-
3
-
-
-
71
-
-
255
-
(1,555)
(1,555)
81
(133)
81
122
(584)
(510)
32
24
32
30
32
32
30
At 1 January 2019
Profit for the year
Other comprehensive income for the year
Total comprehensive income for the year
Share based payments
Exercise of options
Dividend paid
32
32
30
Total contributions by and distributions to
owners of the parent, recognised directly
in equity
829
12,719
(810)
6,088
18,826
At 31 December 2019
832
12,790
(549)
1,671
14,744
The notes on pages 106 to 168 form part of these financial statements.
-
-
-
-
-
3
3
-
-
-
-
-
71
71
-
-
-
-
261
-
254
-
254
81
(132)
254
-
254
81
129
(584)
(510)
261
(635)
(300)
At 31 December 2019
832
12,790
(549)
5,707
18,780
The notes on pages 106 to 168 form part of these financial statements.
102
103
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statementsConsolidated Statement of Cash Flows
Parent Company Statement of Cash Flows
For the year ended 31 December 2019
For the year ended 31 December 2019
Note
Cash flows from operating activities
Cash generated from operations
31
Finance income
Finance cost
Income tax received
2019
£000’s
8,146
59
2018
£000’s
18,069
16
(4,090)
(4,156)
-
66
Cash flows from operating activities
Cash used in operations
31
(2,025)
(3,641)
Note
2019
£000’s
2018
£000’s
Finance income
Finance cost
Corporation tax
2
(789)
-
-
(1,137)
(32)
Net cash flows generated from operating activities
4,115
13,995
Net cash flows used in operating activities
(2,812)
(4,810)
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible fixed assets
Disposal of assets
Deposits into restricted accounts
Equity investment in associate
Other investment in associate
Net cash flows generated/(used) from/(in)
investing activities
Cash flows from financing activities
Payments of dividends
Proceeds from borrowings
Repayment of borrowings
Capital repayments of leases
Proceeds from issue of shares
Proceeds from sale of share options
17
5
19
19
30
(112)
(1,834)
5,037
(857)
(277)
(600)
1,357
(510)
-
(6,311)
(769)
-
123
(326)
(1,287)
-
(946)
-
-
(2,559)
(462)
-
(8,655)
(447)
70
-
Net cash flows used in financing activities
(7,467)
(9,494)
Net (decrease)/increase in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
(1,995)
1,942
15,662
13,667
13,720
15,662
Cash flows from investing activities
Purchase of property, plant and equipment
Purchase of intangible fixed assets
Disposal of assets
Equity investment in associate
Other investment in associate
Net cash flows generated/(used) from/(in)
investing activities
Cash flows from financing activities
Payment of dividends
Cash dividend received
Repayment of borrowings
Proceeds from intercompany loans
Repayments of intercompany loans
Capital repayments of leases liabilities
Proceeds from the exercise of share options
Net cash generated from financing activities
Net increase/(decrease) in cash and cash
equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
5
19
19
30
-
-
5,423
(277)
(600)
4,546
(510)
5,000
(3,625)
2,983
-
(411)
123
3,560
5,294
309
5,603
-
(6)
-
-
-
(6)
(462)
-
(4,635)
10,386
(355)
(447)
70
4,557
(259)
568
309
The notes on pages 106 to 168 form part of these financial statements.
The notes on pages 106 to 168 form part of these financial statements.
104
105
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Notes to the Financial Statements
Notes to the Financial Statements
1. General Information
2. Summary of Significant Accounting Policies (continued)
Good Energy Group PLC ("the Company") is listed on the Alternative Investment Market of the London Stock
Exchange, is incorporated in England and Wales and domiciled in the United Kingdom. The Group's shares are
publicly traded. The registered office is located at Monkton Reach, Monkton Hill, Chippenham, Wiltshire, SN15
1EE, United Kingdom.
The ultimate parent of the Group is Good Energy Group PLC. There is no ultimate controlling party of
the Group.
The principal activities of Good Energy Group PLC are those of a holding and management company to the
Group and a lender to, and seller of, generation development sites.
The principal activities of its subsidiaries include the purchase, generation and sale of electricity from
renewable sources, as well as the sale of gas and services relating to micro-renewable generation.
The purpose of the Annual Report and Financial Statements is to provide information to members of the
Company and its subsidiaries (together "the Group"). It contains certain forward looking statements relating
to the operations, performance and financial condition of the Group. By their nature, these statements involve
uncertainty since future events and circumstances can differ from those anticipated. Nothing in the Annual
Report and Financial Statements should be construed as a profit forecast.
These financial statements are presented in pounds sterling, which is the functional currency and
presentational currency of the Group, as this is the currency of the primary environment in which the Group
operates. All values are rounded to the nearest thousand (£000), except where otherwise indicated.
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.
2. Summary of Significant Accounting Policies
2.1 Basis of preparation of financial statements
These financial statements have been prepared in accordance with International Financial Reporting
Standards (IFRS) as adopted by the European Union and IFRS Interpretations Committee (IFRIC) and with
those parts of the Companies Act 2006 applicable to companies reporting under IFRS.
The financial statements have been prepared on a going concern basis and under the historical cost
convention or historic cost modified by revaluation of financial assets and financial liabilities held at fair value
through profit or loss.
The preparation of financial statements in conformity with IFRS requires the use of estimates and assumptions
that affect the reported amounts of assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the financial year.
Although these estimates are based on management’s reasonable knowledge of the amount, event or actions,
actual results ultimately may differ from those estimates. The critical accounting judgements, estimates and
assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets
and liabilities within the next financial year are discussed in note 4, and in the following accounting policy
notes: revenue recognition (2.5), property, plant and equipment (2.6), leases (2.7), inventories (2.11) and
credit risk (3.1.3).
2.2 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Group and its subsidiaries as
at 31 December 2019. Control is achieved when the Group is exposed, or has rights, to variable returns from
its involvement with the investee and has the ability to affect those returns through its power over the investee.
Specifically, the Group controls an investee if, and only if, the Group has:
•
•
•
Power over the investee (i.e. existing rights that give it the current ability to direct the relevant activities of
the investee).
Exposure, or rights, to variable returns from its involvement with the investee.
The ability to use its power over the investee to affect its returns.
Generally, there is a presumption that a majority of voting rights result in control. To support this presumption,
and when the Group has less than a majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an investee, including:
•
•
•
The contractual arrangement with the other vote holders of the investee.
Rights arising from other contractual arrangements.
The Group’s voting rights and potential voting rights.
The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are
changes to one or more of the three elements of control. Consolidation of a subsidiary begins when the Group
obtains control over the subsidiary and ceases when the Group loses control of the subsidiary.
Assets, liabilities, income and expenses of a subsidiary acquired or disposed of during the year are included in
the consolidated financial statements from the date the Group gains control until the date the Group ceases
to control the subsidiary.
Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders
of the Parent of the Group and to the non-controlling interests, even if this results in the non-controlling
interests having a deficit balance. When necessary, adjustments are made to the financial statements of
subsidiaries to bring their accounting policies into line with the Group’s accounting policies.
All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions between
members of the Group are eliminated in full on consolidation.
A change in the ownership interest of a subsidiary, without a loss of control, is accounted for as an
equity transaction.
If the Group loses control over a subsidiary, it derecognises the related assets (including goodwill), liabilities,
non-controlling interest and other components of equity while any resultant gain or loss is recognised in profit
or loss. Any investment retained is recognised at fair value.
2.3 Going concern
The financial statements have been prepared on the going concern basis, with material uncertainty, as
the Directors have assessed that there is a reasonable expectation that the Group will be able to continue
in operation and meet its commitments as they fall due over the going concern period. However, with the
current outbreak of COVID 19 in the UK, there is uncertainty over lockdown periods and economic conditions
which cause decreases in electricity consumption and decreases the ability for customers to pay debts as
they fall due. This uncertainty means the Group may be unable to fully repay its bondholders if this becomes
due on June 2021 and may mean the Group breaches its counterparty covenant.
The Group is actively monitoring the impact of COVID-19 on its business and has put in place a number of
mitigations to minimise the impact. The Group has been working with a variety of stakeholders to ensure
our UK focused business is well placed to respond. The implementation of our new customer technology
platform is progressing as planned which provides us with future flexibility to operate and deliver all services
to customers. We now have our full business of just under 300 people successfully working remotely. All core
business functions including customer care are functioning as expected although we are needing to make
adjustments, such as encouraging substantial self-serve on meter reading etc, given those third-party face to
face operations are being substantially curtailed.
106
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statementsNotes to the Financial Statements
Notes to the Financial Statements
2. Summary of Significant Accounting Policies (continued)
2.4 Change in accounting policies and disclosures
The Group applied IFRS 16 Leases for the first time. The nature and effect of the changes as a result of
adoption of these new accounting standards are described below.
Several other amendments and interpretations apply for the first time in 2019, but are not considered to have
a material impact on the consolidated financial statements of the Group. The Group has not early adopted
any standards, interpretations or amendments that have been issued but are not yet effective.
IFRS 16 Leases
IFRS 16 Leases supersedes IAS 17 Leases, along with three Interpretations: IFRIC 4 Determining whether an
Arrangement contains a Lease, SIC 15 Operating Leases – Incentives, and SIC 27 Evaluating the Substance of
Transactions Involving the Legal Form of a Lease.
The standard sets out the principles for the recognition, measurement, presentation and disclosure of leases.
As a lessee, the adoption of this standard requires the Group to recognise a right-of-use asset and a related
lease liability on the Statement of Financial Position. The Group has no leasing activities as a lessor. The
standard provides specific transition requirements and practical expedients, which have been applied by the
Group as detailed below.
The Group adopted IFRS 16 using the modified retrospective approach, with the date of initial application of
1 January 2019. Under this approach, the standard is applied retrospectively, with any cumulative effect of
initially adopting IFRS 16 being recognised within equity as an adjustment to the opening balance of retained
earnings for the current period.
For the Group however, there was no impact on opening retained earnings, as the right-of-use assets in
respect of newly recognised leases under IFRS 16 were recognised at an amount equal to the lease liabilities,
adjusted for any accrued or prepaid lease payments. For existing leases, the net book values as at 1 January
2019 were reclassed from property, plant and equipment to right-of-use assets on transition to IFRS 16.
Comparatives have not been restated as permitted under the specific transition provisions within the standard.
Upon adoption, the Group applied a single recognition and measurement approach for all leases, with the
exception of those identified as low-value, or as having a remaining lease term of less than 12 months from the
date of initial application. This approach will continue to be applied in respect of all subsequent leases.
Please refer to note 2.7.2 for the accounting policy for leases beginning from 1 January 2019.
Additionally, the Group elected to use the transition practical expedient available to not reassess whether
a contract is, or contains, a lease as at 1 January 2019. Therefore, the Group has applied the standard to
contracts that were previously identified as leases under IAS 17 and IFRIC 4 as at 1 January 2019.
2. Summary of Significant Accounting Policies (continued)
2.3 Going concern (continued)
The operation of generation sites has been unaffected during the lockdown period. Sites can operate without
human intervention, and contractors have been able to attend site for any required maintenance as they
are exempt from travel restrictions due to utilities being an essential service. While it is difficult to forecast the
impact of COVID 19, the Group’s day-to-day operations continue without being materially affected.
Early indications have shown a 10-15% increase in demand for domestic electricity and gas with domestic
customers accounting for approximately 55% of Good Energy’s supply cash flow. We have seen a reduction
of approximately 25% in electricity demand from our business customers. Business customers account for
approximately 45% of Good Energy’s supply cash flow. We have currently seen no deterioration in direct
debit or pay on receipt of bill cash receipts from customers since the start of the COVID-19. However, as the
lockdown period continues, and an economic downturn commences we are expecting an impact on business
and domestic customers’ ability to pay for energy usage.
The Group has spent considerable time assessing the potential impacts that COVID-19 could have on our
operations. This assessment has taken in to account the current measures being put in place by the Group to
preserve cash and reduce discretionary expenditure, and potential reductions in revenues resulting from the
economic impact on domestic and business customers due to lockdown and an expected economic downturn.
It also assumes that there are no overdraft or additional loan facilities in place.
The Group has long standing and well operated trading relationships with a number of counterparties, the
majority of which contain an agreement that the Group’s Tangible Net Worth (defined as paid up shareholder
cash contributions plus retained earnings) should not decrease by more than 25% over a 12 month period
or fall to below a certain level. Tangible Net Worth covenants are tested annually on publication of audited
financial statements. Breach of this financial covenant allows counterparties, if they so decide, to request
additional financial support (which may be in the form of a parent company guarantee, letter of credit or other
financial security). The counterparty may terminate the contract if appropriate additional financial security
is not provided, if requested, within a timely manner. The value at risk with counterparties based upon current
commodity contracts and current market prices is estimated at approximately £2m.
The group’s borrowings with GCP, amounting to £33.8m, contains two covenants being a debt service cover
ratio and a loan life cover ratio specifically associated with the generation assets. Compliance with these
covenants is based on generation prices and volumes, which the Board has concluded are not materially
affected by COVID-19.
The Board has considered a Downside Case which assumes the reduced energy usage during a lockdown
period of four months, assumes that 10% of domestic customers and 25% of business customers make no
payments during this period, that 30% of these debts are not subsequently collected within a twelve-month
period and that 50% of bondholders elect to redeem their bonds in June 2021. The Downside Case indicates
that the Company is compliant with the counterparty covenant test and able to operate for twelve months
from the date of approval of the Annual Report and Accounts.
Given the uncertainty over the lockdown period and collection rates, this has been sensitised under a plausible
reverse cash stress test such that the lockdown period extends to six months, that 30% of domestic customers
and 40% of business customers make no payments during this period, that 50% of these debts are not
subsequently collected and that 100% of bondholders elect to redeem their bonds. Under this scenario, the
Group would have sufficient cash to repay the bond in full in June 2021, with nil cash balance remaining, and
would be compliant with its counterparty covenant.
It is plausible that lockdown periods in the going concern period are over a period of longer than six months, or
the impacts on cash collection is worse than the scenarios above. If either of these were the case in addition
to the reverse cash stress test scenario, the Group would breach its counterparty covenant and/or would have
insufficient cash to repay the bond in full in June 2021.
The Directors are confident that further mitigating actions could be taken by inception of new banking facilities,
the sale of generation sites, issuing new equity or ensuring a waiver from the counterparty covenant breach.
However at this point, these plans, whilst under contemplation by the Board, are not in place and therefore the
risk of not being able to mitigate the liquidity risk including the breach of the counterparty covenant represent
material uncertainty that may cast doubt over the Group’s ability to continue to apply the going concern basis
of accounting.
Notwithstanding the material uncertainty described above, after making enquiries and assessing the progress
against forecast, projections and status of the mitigating actions referred to above, the Directors have a
reasonable expectation that the Group will continue in operation and meets its commitments as they fall
due over the going concern period. Accordingly, the Directors continue to adopt the going concern basis in
preparing the financial statements.
108
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statementsNotes to the Financial Statements
Notes to the Financial Statements
2. Summary of Significant Accounting Policies (continued)
2. Summary of Significant Accounting Policies (continued)
2.4 Change in accounting policies and disclosures (continued)
The effect of adoption of IFRS 16 as at 1 January 2019 is as follows:
•
Right-of-use assets with a net book value of £7,636,000 were recognised and presented separately in the
Statement of Financial Position. This comprises:
(a)
lease assets recognised previously under finance leases with a net book value of £241,000 reclassified
from property, plant and equipment;
(b)
lease assets recognised previously under finance leases with a net book value of £511,000 reclassified
from property, intangible assets, and
(c) decommissioning provisions related to the right-of-use assets with a net book value of £1,200,000, also
reclassified from property, plant and equipment.
• Newly recognised right-of-use assets on transition to IFRS 16 of £5,684,000.
• Additional lease liabilities of £5,684,000 were recognised within borrowings.
Lease liabilities in respect of finance leases existing prior to the implementation of IFRS 16 amounted to
£126,000 as at 1 January 2019.
For the year ended 31 December 2019:
•
•
•
The depreciation expense increased due to the depreciation/amortisation of additional assets recognised
(being the increase in right-of-use assets, net of the decrease in property, plant and equipment). This
resulted in increases in cost of sales and administrative expenses of £202,000 and £388,000 respectively.
The rent expense included within administration expenses relating to previous operating leases decreased
by £729,000.
Finance costs increased by £370,000, relating to the interest expense on additional lease liabilities
recognised.
• Cash outflows from operating activities decreased by £359,000 relating to lease payments in respect of
previous operating leases. Cash outflows from financing activities increased by the same amount as a
result, relating to the principal element of lease payments related to these new leases recognised under
IFRS 16 as at 1 January 2019.
The Group has lease contracts for the access to, and use of, land on which its generation assets are located,
office buildings, other equipment (including printers, laptops and coffee and water machines) and other IT
equipment. Prior to the adoption of IFRS 16, the Group classified each of these leases (as a lessee) as either a
finance lease or an operating lease.
Please refer to note 2.7.1 for the accounting policy for leases prior to 1 January 2019.
For leases previously classified as finance leases, the Group did not change the initial carrying value of the
assets and liabilities previously recognised at the date of initial application.
Consequently, the carrying values of the right-of-use assets and lease liabilities as at 1 January 2019 equal the
carrying values immediately before this date, as recognised under IAS 17. The requirements of IFRS 16 were
therefore applied to these leases from 1 January 2019.
2.4 Change in accounting policies and disclosures (continued)
•
For those leases not identified as low value or short-term, the Group recognised right-of-use assets and
lease liabilities. The right-of-use assets were recognised at an amount equal to the lease liability, adjusted
for any prepaid or accrued lease payments that existed at the date of initial application.
The lease liabilities were recognised based on the present value of the lease payments which remain unpaid
at the date of initial application, discounted using the incremental borrowing rate at that same date.
In applying IFRS 16 for the first time, the Group elected to use the following practical expedients as permitted
by the standard:
•
•
Use of a single discount rate to a portfolio of leases with reasonably similar characteristics.
Reliance upon its historical assessment of whether leases are onerous immediately before the date of
initial application, eliminating the need to perform an impairment review under IAS 36 Impairment of
Assets, on the right-of-use assets recognised.
• Application of the short-term lease exemptions to leases with a lease term ending within 12 months of the
date of initial application.
•
•
Exclusion of initial direct costs from the measurement of the right-of-use assets at the date of
initial application.
Use of hindsight in determining the lease term, when considering options to extend or terminate the lease.
On transition to IFRS 16, the weighted average incremental borrowing rate applied to lease liabilities
recognised was 6.51%, as a result of a range of incremental borrowing rates used from between 4.75%
and 7.15%.
The lease liabilities as at 1 January 2019 can be reconciled to the operating lease commitments as at 31
December 2018 as follows:
Operating lease commitments as at 31 December 2018
Commitments relating to short-term leases
Commitments relating to leases of low-value assets
Lease commitments in respect of generation site sold during the year
Reassessments of lease terms, and RPI increases on transition to IFRS 16
Minimum lease payments on finance lease liabilities (notional amount) as at 31
December 2018
Gross lease liabilities as at 1 January 2019
£000’s
8,874
-
(3)
(895)
(96)
7,880
126
8,006
3,695
(5,891)
5,810
For leases previously accounted for as operating leases, the following have been applied by the Group:
Effect of changes in lease payments and terms
•
For leases identified as low value, or as short-term (i.e. having a remaining lease term of less than 12
months from the date of initial application), the Group has elected to apply the recognition exemption
and practical expedient to not recognise right-of-use assets. Instead, the lease expense will be
accounted for on a straight-line basis over the remaining lease term and recognised in the Statement of
Comprehensive Income.
Effects of discounting
Net lease liabilities as at 1 January 2019
The operating lease commitments at 31 December 2018 did not include the effect of minimum increases in
lease payments. The lease payments have been corrected in the adoption of the new standard to reflect the
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2. Summary of Significant Accounting Policies (continued)
2.4 Change in accounting policies and disclosures (continued)
contractual minimum uplift in annual lease payments. Additionally, in the year the lease terms of the Group’s
two offices were reassessed for the plans to relocate our offices, these leases terms have therefore been
updated from those used in the prior year calculation of operating lease commitments.
The disclosures in respect of leases can be found per note 16.
2.5 Revenue recognition
The Group is in the business of providing supplies of electricity and gas, the generation of power, the sale of
generation development sites, as well as Feed-in-Tariff (FiT) administration services. Revenue from contracts
with customers is recognised when control of the goods or services is transferred to the customer at an
amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods
or services. The Group has generally concluded that it is the principal in its revenue arrangements, except for
the FiT administration services below, because it typically controls the goods or services before transferring to
the customer.
The disclosures of significant accounting judgements, estimates and assumptions relating to revenue from
contracts with customers are provided in notes 4.1.1 and 4.2.1.
A contract liability is the obligation to transfer goods or services to a customer for which the Group has
received consideration (or an amount of consideration is due) from the customer.
If a customer pays consideration before the Group transfers goods or services to the customer, a contract
liability is recognised when the payment is made or when the payment is due (whichever is earlier). Contract
liabilities are recognised as revenue when the Group performs under the contract. The Group recognises
contract liabilities when customers are in a credit position.
2.5.1 Power supply
Revenue for the supply of electricity is accrued based on industry data flows and National Grid data. Revenue
calculated from energy sales includes an estimate of the quantity in units of electricity or gas supplied to
customers by profile class in the 12 months preceding the end of the period, and an estimate of the average
sales price per unit, and standing charge.
15% of the total revenue figure is estimated, with a fixed transaction price and estimated unit consumption.
The estimate is made using historical consumption patterns, industry estimated consumption rates, and takes
into consideration industry reconciliation processes, upon which the Group takes a prudent position until final
reconciliation data is available from the industry 14 months after the supply date.
Unbilled revenue is superseded when customer meter reads are received; at which point estimates are
adjusted to actual usage. Transaction price is explicitly stated per unit and per day. Unbilled revenue is
estimated using the most likely outcome approach.
For gas, revenue is accrued based on information received from the Group’s gas shipper, Contract Natural
Gas Limited, which includes details of all the sites held, their estimated annual quantities of gas used adjusted
by a pre-determined weather correction factor. This information is subsequently adjusted and invoiced based
on customer and industry meter reads. Transaction price is explicitly stated per unit and per day.
Revenue is recognised over time as the electricity or gas is delivered to the customer. The transaction price
is clearly stated, there are no separate performance obligations to which a portion of the transaction price
needs to be allocated, and there is no variable consideration. Discounts are given to 100% of customers who
meet certain criteria, and a provision is built up monthly to account for these, offsetting against revenue over
time as the discount is incurred, which is in line with IFRS 15 Revenue from Contracts with Customers.
For electricity and gas supply, payment is collected either as a direct debit or paid on receipt of bill in arrears.
Overdue amounts are reviewed regularly for impairment and provision made as necessary. No refunds, returns
or warranties are applicable.
Notes to the Financial Statements
2. Summary of Significant Accounting Policies (continued)
2.5 Revenue recognition (continued)
2.5.2 Feed-in-Tariff (FiT) revenue
Some of the generation sites receive FiT subsidy revenue from OFGEM. The FiT scheme (introduced in April
2010) is a government scheme designed to promote the uptake of renewable generation technologies. FiT
payments are received quarterly for the electricity that the generating asset has generated and exported in
the period, based on meter readings supplied. This is a single performance obligation (to generate renewable
electricity) and the transaction price is explicitly set out per unit of electricity generated. The performance
obligation is satisfied immediately when the power is generated. Payment is received from OFGEM
approximately 45 days after the end of the period of generation. No refunds, returns or warranties
are applicable.
2.5.3 Feed-in-Tariff (FiT) administration services
The Group provides FiT administration services to micro-generators who are signed up to the FiT scheme.
For FiT services, revenue is earned from OFGEM for administering the scheme, which is deemed to be the
transaction price. For FiT services, revenue is recognised in two parts: there is an initial fee paid by OFGEM for
taking on a generator, and then an ongoing amount that is received annually for provision of FiT services.
The initial fee is spread over the period from when the customer signs up with Good Energy until the following
April, when the FiT compliance year ends for a new customer, and the ongoing fee that is received is spread
over the 12 month compliance period. No refunds, returns or warranties are applicable.
2.5.4 Renewable Obligation Certificates (ROCs) revenue recognition
ROCs are awarded to the Group from OFGEM based on generation of power. These ROCs are sold on receipt
of certificates from OFGEM allowing transfer of title. ROC revenue is deemed to be subsidy revenue rather
than revenue from contracts with customers.
The amount of revenue recognised on sale is in accordance with a contractual agreement where the pricing
is based on OFGEM’s minimum ROC value (the buy-out) and a prudent estimate of the re-cycle element of
the final value of a ROC once all energy suppliers have complied or paid the penalty for non-compliance with
the renewables obligation (the recycle). A final adjustment to ROC revenue and profit is recognised
once OFGEM have announced the final out-turn ROC price, but this is not accounted for in advance of the
receipt of the final out-turn price as the transaction price is not measurable. The amount receivable is a
contingent asset.
The performance obligation is satisfied when the power is generated as this ensures the certificates are
generated by OFGEM. There is a three-month delay from generation to invoice, and payment is made 5 days
after receipt of the invoice. No refunds, returns or warranties are applicable.
2.5.5 Power generation revenue
Revenue is generated when the wind or solar asset produced power that is sold to Good Energy Limited
through a Power Purchase Agreement at an arms length fixed price per MWh, which is the transaction
price. The performance obligation is satisfied at a point in time; immediately when the power is generated.
Payment is made no more than one month after the delivery month of the power ends. No refunds, returns or
warranties are applicable.
2.5.6 Generation development site revenue recognition
Revenue is recognised in the date that control is passed, based on the sale and purchase agreement
pertaining to each site sold.
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2. Summary of Significant Accounting Policies (continued)
2. Summary of Significant Accounting Policies (continued)
2.6 Property, plant and equipment
2.7 Leases (the Group as a lessee) (continued)
Property, plant and equipment is stated at cost, net of accumulated depreciation and accumulated
impairment losses. Cost includes the original purchase price of the asset and any costs attributable to bringing
the asset to its working condition for its intended use.
The Group recognises part of an asset when that cost is incurred, if the recognition criteria are satisfied. The
carrying amount of the replaced part is derecognised. All other repaid and maintenance costs are charged to
profit or loss in the period in which they are incurred.
Depreciation is calculated on a straight-line basis over the estimated useful life of the asset, less any estimated
residual value, on the following bases:
Fixtures, fittings and equipment
between 3 and 5 years
Leasehold improvements
over the life of the lease
Generation assets
between 20 and 29 years
Assets under construction
not depreciated
Depreciation of property, plant and equipment is included in the Consolidated Statement of Comprehensive
Income in those expense categories consistent with the function of the asset.
An item of property, plant and equipment is derecognised upon disposal (i.e. at the date on which the
recipient obtains control), or when no future economic benefits are expected from its use or disposal. Any gain
or loss arising on derecognition (being the difference between the carrying amount of the asset and the net
disposal proceeds) is included in profit or loss, upon derecognition.
2.6.1 Impairment of property, plant and equipment (including right-of-use assets)
The useful economic lives of assets and their residual values are reviewed on an annual basis and revised
where considered appropriate.
At each reporting date, property, plant and equipment is reviewed for impairment if events or changes in
circumstances indicate that the carrying amount may not be recoverable. Any impairment in carrying value is
charged to the Statement of Comprehensive Income in those expense categories consistent with the function
of the impaired asset, and is recognised in the period in which it occurs.
2.7 Leases (the Group as a lessee)
2.7.1 Leases prior to 1 January 2019
Assets financed by leasing agreements that give rights approximating to ownership (finance leases) are
capitalised at their fair value and depreciation or amortisation is provided over the lower of the useful life and
term of the lease. The capital elements of future obligations under finance leases are included as liabilities in
the Statement of Financial Position and the current year’s interest element, having been allocated to financial
periods to give a constant periodic rate of charge on the outstanding liability, is charged to the Statement of
Comprehensive Income.
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with
the lessor are charged to the Statement of Comprehensive Income on a straight-line basis over the term of
the lease.
2.7.2 Leases with effect from 1 January 2019
For any new contracts entered into on or after 1 January 2019, the Group performs an assessment at the
inception of a contract to determine whether the contract is, or contains, a lease. A lease is defined as “a
contract, or part of a contract, that conveys the right to control the use of an identified asset for a period of
time in exchange for consideration”.
The Group applies a single recognition and measurement approach for all leases, with the exception of those
which are short-term, or which comprise low-value assets. The Group recognises lease liabilities to make lease
payments and right-of-use assets representing the right to use the underlying assets.
(a)
Right-of-use assets
At the lease commencement date (i.e. the date on which the underlying asset is made available for use), the
Group recognises a right-of-use asset on the Statement of Financial Position. Right-of-use assets are measured
at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of
lease liabilities.
The cost of the right-of-use asset comprises:
•
•
•
•
the initial measurement of the lease liability,
any initial direct costs incurred by the Group,
an estimate of any costs required to dismantle or remove the asset at the end of the lease, and
any lease payments made in advance of the lease commencement date, net of any incentives received.
Right-of-use assets are depreciated on a straight-line basis from the lease commencement date to the earlier
of the end of the estimated useful life of the right-of-use assets and the end of the lease term. If ownership
of the leased asset transfers to the Group at the end of the lease term, or the cost reflects the exercise of a
purchase option, depreciation is calculated using the estimated useful life of the asset.
The Group classifies its right-of-use assets in a manner consistent with that of its property, plant and
equipment, which includes the application of the same estimated useful life bases - please see note 2.6 for
details.
The Group also assesses the right-of-use assets for impairment, when such indicators exist. Please refer to note
2.6.1 for the accounting policy in respect of impairment.
(b)
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value
of the lease payments to be made over the lease term. Lease payments included in the measurement of the
lease liability include:
•
•
•
fixed payments (including in-substance fixed payments) less any incentives receivable,
variable lease payments that depend on an index or rate, and
amounts expected to be paid under residual value guarantees.
The lease payments also include the exercise price of a purchase option that is reasonably certain to be
exercised by the Group, along with payments of penalties for termination of the lease if the lease term reflects
the Group exercising the option to terminate. Variable lease payments that do not depend on an index or rate
are recognised as expenses in the period in which the event of condition that triggers the payment occurs.
In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the
lease commencement date if the rate implicit in the lease is not readily determinable. Subsequent to initial
measurement, the amount of lease liabilities is increased to reflect the accretion of interest and reduced to
reflect lease payments made.
The carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a
change in the lease payments (e.g. changes to future payments resulting from a change in an index or rate
used to determine the lease payments) or a change in the assessment of an option to purchase the
underlying asset.
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2. Summary of Significant Accounting Policies (continued)
2.7 Leases (the Group as a lessee) (continued)
In the Statement of Financial Position, the Group's lease liabilities are included within borrowings (please refer
to note 26).
(c)
Short-term leases and leases of low value assets
The Group has elected to apply the recognition exemption in respect of short-term leases (i.e. those which
have a lease term of 12 months from the lease commencement date, and do not contain a purchase option),
as well as the recognition exemption applicable to leases of assets that are considered to be low value.
Instead of recognising a right-of-use asset and lease liability, lease payments in relation to these are
recognised as an expense in the Statement of Comprehensive Income, on a straight-line basis over the
lease term.
2.8 Goodwill, intangible assets and amortisation
Goodwill is measured as the difference between:
•
the aggregate of:
(i) the value of consideration transferred (generally at fair value),
(ii) the amount of any non-controlling interest, and
(iii) the in a business combination achieved in stages, the acquisition date fair value of the acquirer's
previously held equity interest in the acquiree, and
•
the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
2.8.1 Definite life intangible assets
Definite life intangible assets comprise software licences and website development costs, which meet the
criteria of IAS 38 Intangible Assets, and are carried at cost less accumulated amortisation and impairment
losses. Cost comprises purchase price from third parties as well as directly attributable internally generated
development costs, where relevant.
2.8.2 Indefinite life intangible assets
Indefinite life intangible assets comprise goodwill and the power supply licence. The power supply licence is
held as an indefinite life intangible asset according to the criteria of IAS 38 Intangible Assets, and is carried at
cost less accumulated impairment losses. Cost comprises purchase price from third parties as well as directly
attributable internally generated development costs, where relevant.
2.8.3 Amortisation
Amortisation on definite life intangible assets is charged to the Consolidated Statement of Comprehensive
Income (included within administrative expenses) on a straight-line basis over the estimated useful life of the
intangible asset. The estimated useful lives for intangible assets with definite lives are as follows:
Software licenses
between 3 and 10 years
Website development costs
between 2 and 5 years
Assets under the course of development
not amortised
An intangible asset is derecognised upon disposal (i.e. at the date on which the recipient obtains control),
or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on
derecognition (being the difference between the carrying amount of the asset and the net disposal proceeds)
is included in profit or loss, upon derecognition.
2.8 Goodwill, intangible assets and amortisation (continued)
2.8.4 Impairment of intangible assets
The Directors regularly review intangible assets for impairment and provision is made if necessary. Assets
with indefinite useful lives are not subject to amortisation, therefore are tested annually for impairment. Assets
that are subject to amortisation are reviewed for impairment whenever events or changes in circumstance
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable
amount. The recoverable amount is the higher of an asset's fair value less costs to sell, and value in use. For
the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that suffered an
impairment are reviewed for possible reversal of the impairment at the end of each reporting period. Any
impairment in carrying value is charged to the Statement of Comprehensive Income within administrative
expenses and is recognised in the period in which it occurs.
2.9 Investments in associates
An associate is an entity over which the Group has significant influence. Significant influence is defined as "the
power to participate in the financial and operating policy decisions of the investee, but is not control or joint
control of those policies".
The considerations made in determining significant influence are similar to those necessary to determine
control over subsidiaries. Generally, there is a presumption that a holding of 20% or more of the voting power
of the investee results in significant influence.
To support this presumption - and when the Group has less than a 20% holding - the Group considers all
relevant facts and circumstances in assessing whether it has significant influence, including:
•
•
•
Representation on the Board of Directors or equivalent governing body of the investee.
Participation in policy making processes.
The interchange of managerial personnel.
The Group reassesses whether or not there is significant influence over an investee if facts and circumstances
indicate that there are one or more changes to the above.
The Group's investments in associates are accounted for using the equity method. Under this method, the
investment in the associate is initially recognised at cost. Subsequent movements in the carrying value of
the investment are accounted for by realising the Group's share of the associate's profit or loss since the
acquisition date, as well as any fair value movements in the associate's net assets.
Gains or losses from the associate's operating activities are recognised in the Consolidated Statement of
Comprehensive Income, outside of operating profit. Any changes in OCI of the associate is presented as part
of the Group's OCI.
Goodwill relating to the associate is included in the carrying value of the investment, and is not separately
tested for impairment. Rather, the entire carrying amount of the investment is tested for impairment.
2.9.1 Impairment of investments in associates
The Group recognises an impairment loss if, and only if, there is a triggering event giving rise to objective
evidence that the associate is impaired, and that the triggering event has an impact on the future estimated
cash flows from the net investment that can be reliably estimated. Where such evidence exists, the Group
calculates the amount of the impairment as the difference between the recoverable amount of the
investment (being the higher of its value in use and its fair value less costs to sell) and its carrying value.
Any impairment is recognised within the "Share of Profit of Associate" line in the Consolidated Statement of
Comprehensive Income.
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2. Summary of Significant Accounting Policies (continued)
2. Summary of Significant Accounting Policies (continued)
2.10 Investments in subsidiaries
The Parent Company holds investments in subsidiary companies and these are accounted for at cost less
impairment in the Parent Company financial statements only.
2.11 Inventories
2.11.1 Renewable Obligation Certificates (ROCs)
Under the provisions of the Utilities Act 2000, all electricity suppliers are required to procure a set percentage of
their supplies from accredited renewable electricity generators. This obligation can be fulfilled by the purchase
and surrender of ROCs originally issued to generators, or by making payments to OFGEM who then recycle the
payments to purchasers of ROCs. Notwithstanding that Good Energy Limited, a subsidiary company, supplies
electricity sourced entirely from renewable generation over a 12 month period, its percentage obligation to
submit ROCs is set by OFGEM. The cost obligation is recognised as electricity is supplied and charged as a
cost of sale in the Consolidated Statement of Comprehensive Income. Any gains or losses on disposal of
ROCs which are in excess of the Group’s compliance obligations are included as an adjustment to the
compliance cost included within cost of sales. ROCs are valued at the lower of purchase cost and estimated
realisable value.
2.11.2 Carbon Offset Instruments
Carbon Offset Instruments are used by the Group to offset emissions generated by gas supply, as part of
the Group's green gas offering. These instruments are recognised as inventory at the lower of cost and net
realisable value.
2.12 Financial instruments
2.12 Financial instruments (continued)
2.12.1 Financial assets at amortised cost (continued)
For trade receivables, which are reported net, such provisions are recorded in a separate allowance
account with the loss being recognised within administrative expenses in the Consolidated Statement of
Comprehensive Income. On confirmation that the trade receivable will not be collectable, the gross carrying
value of the asset is written off against the associated provision.
Cash and cash equivalents comprise cash on hand and on demand deposits, and other short-term, highly
liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant
risk of changes in value.
Restricted deposits are held by financing providers to cover debt service and maintenance expenses on
generation sites to which the funding relates.
Short-term security deposits are held by trading exchanges to cover short-term electricity trades.
2.12.2 Financial assets and financial liabilities at fair value through profit or loss (FVTPL) and equity instruments
Financial instruments at fair value through profit or loss comprise financial assets consisting of secured
convertible loan stock, and financial liabilities consisting of contingent consideration.
Both financial assets and financial liabilities at FVTPL are initially recognised at fair value in the Statement of
Financial Position. Any fair value gains and losses on subsequent remeasurement are recognised directly in
profit or loss.
Financial liabilities and equity instruments are classified according to the substance of the contractual
arrangements entered into.
The Group uses certain financial instruments in its operating and investing activities that are deemed
appropriate for its strategy and circumstances.
An equity instrument is any contract that evidences a residual interest in the assets of the Group after
deducting all of its liabilities.
Financial instruments recognised on the Consolidated Statement of Financial Position include: cash and cash
equivalents, trade receivables, trade payables, borrowings, and financial assets and financial liabilities at fair
value through profit and loss.
Financial assets and liabilities are recognised on the Consolidated Statement of Financial Position when the
Group has become a party to the contractual provisions of the instrument.
2.12.1 Financial assets at amortised cost
The Group’s financial assets at amortised cost comprise trade and other receivables and cash and cash
equivalents in the Consolidated Statement of Financial Position. These assets are non-derivative financial
assets with fixed or determinable payments that are not quoted in an active market, and are solely payments
of principal and interest. They arise principally through the provision of goods and services to customers
(e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially
recognised at fair value and are subsequently carried at amortised cost using the effective interest rate
method, less allowances for expected credit losses (ECLs). These are held in a business model which intends to
hold the financial assets to collect the contractual cash flows rather than through sale. Trade receivables are
shown inclusive of unbilled amounts to customers.
The Group recognises an allowance for ECLs for all financial assets measured at amortised cost. ECLs are
based on the difference between the contractual cash flows due in accordance with the contract and all the
cash flows that the Group expects to receive.
For trade receivables and contract assets, the Group applies a simplified approach in calculating ECLs.
Therefore, the Group does not track changes in credit risk, but instead recognises a loss allowance based on
lifetime ECLs at each reporting date. The Group has established a provision matrix that is based on its
historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the
economic environment.
Details of the fair value estimation attributable to financial instruments at FVTPL can be found per note 3.3.
2.12.3 Trade and other payables
Trade payables are obligations to pay for goods or services that have been acquired in the course of ordinary
business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year
or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at fair value
and subsequently held at amortised cost.
2.12.4 Borrowings
The Group expenses borrowing costs over the term of the loan facility. Where borrowing costs are
attributable to the acquisition, construction or production of a qualifying asset, such costs are capitalised as
part of the specific asset. Details of the Group’s borrowings are included in note 26.
2.13 Disposal groups held for sale
Disposal groups are classified as held for sale when their carrying amount is to be recovered principally
through a sale transaction and the sale is highly probable. Disposal groups classified as held for sale are stated
at the lower of carrying amount and fair value less costs to sell. They are not depreciated or amortised.
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2. Summary of Significant Accounting Policies (continued)
2.14 Current and deferred taxation
2.16 Share-based payments
The tax charge or credit included in the Consolidated Statement of Comprehensive Income for the period
comprises current and deferred tax. Current and deferred tax is charged or credited to the Consolidated
Statement of Comprehensive Income, except when it relates to items charged or credited directly to equity, in
which case the current or deferred tax is also recognised within equity.
Current tax is the expected tax payable or receivable based on the taxable profit for the period. Taxable profit
differs from net profit as reported in the Statement of Comprehensive Income as it excludes items of income
or expense that are taxable or deductible in other years, and it further excludes permanent differences (i.e.
items that are never taxable or deductible).
Current income tax assets and liabilities 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 these amounts are those that
are enacted or substantively enacted at the reporting date in the countries where the Group operates and
generates taxable income.
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 is the expected tax payable or recoverable on temporary differences which arise between the
carrying amount of assets and liabilities in the financial statements, and the corresponding tax bases used
in the computation of taxable profit, and is provided for using the liability method. Deferred tax liabilities are
generally recognised for all taxable temporary differences, and deferred tax assets are recognised to the
extent that it is probable that taxable profits will be available against which deductible temporary differences
can be utilised.
Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the
initial recognition (other than in a business combination) of other assets and liabilities in a transaction which
affects neither the tax profit nor the accounting profit. Deferred tax liabilities are recognised for taxable
temporary differences arising in investments in subsidiaries except where the Group is able to control the
reversal of the temporary difference and it is probable that the temporary difference will not reverse in the
foreseeable future.
The carrying amount of deferred tax assets is reviewed at the end of each financial period and reduced to
the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
asset to be recovered. Deferred tax is calculated based on tax rates and tax laws that are expected to apply
in the period when the asset is realised or the liability is settled.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when they relate to income taxes levied by the same taxation
authority. The Group intends to settle its current tax assets and current tax liabilities on a net basis.
2.15 Decommissioning costs
Liabilities for decommissioning costs are recognised when the Group has an obligation to dismantle
and remove the generation assets and restore the land on which it is located. Liabilities may arise upon
construction of such facilities, upon acquisition or through a subsequent change in legislation or regulations.
The amount recognised is the estimated present value of expenditure determined in accordance with local
conditions and requirements. A corresponding tangible item of property, plant and equipment to the provision
is also created.
Any changes in the present value of the estimated expenditure is added to or deducted from the cost of the
assets to which it relates. The adjusted depreciated amount is then depreciated prospectively over its useful
economic life. The unwinding of the discount on the decommissioning provision is included in the Consolidated
Statement of Comprehensive Income as a finance cost. The estimated future costs of decommissioning are
reviewed annually and adjusted as appropriate.
The Group applies IFRS 2 to share-based payments. The Group operates a share-based payment
compensation plan, under which the entity grants key employees the option to purchase shares in the
Company at a specified price maintained for a certain duration.
The Group operates an equity-settled, share-based compensation plan, under which the entity receives
services from employees as consideration for equity instruments (options) of the Group. The fair value of the
employee services received in exchange for the grant of the options is recognised as an expense. The total
amount to be expensed is determined by reference to the fair value of the options granted:
•
•
•
including any market performance conditions (e.g. an entity’s share price);
excluding the impact of any service and non-market performance vesting conditions (e.g. profitability,
sales growth targets and remaining an employee of the entity over a specified time period), and
including the impact of any non-vesting conditions (e.g. the requirement for employees to save).
Non-market performance and service conditions are included in assumptions about the number of options
that are expected to vest. The total expense is recognised over the vesting period, which is the period over
which all of the specified vesting conditions are to be satisfied.
At the end of each financial period, the Group revises its estimates of the number of options that are expected
to vest based on the non-market vesting conditions. It recognises the impact of the revision to original
estimates, if any, in the Consolidated Statement of Comprehensive Income, with a corresponding adjustment
to equity.
When the options are exercised, and the Group issues new shares to meet that obligation, the proceeds
received net of any directly attributable transaction costs are credited to share capital (nominal value) and
share premium.
2.17 Share capital
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.
2.18 Pensions
The Group operates a defined contribution pension scheme. Under this scheme the Group pays contributions
to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis.
The Group has no further payment obligations once the contributions have been paid. The contributions are
recognised as an employee benefit expense when they are due. The pension charge for the year represents
the amounts payable by the Group in respect of the year.
2.19 Segmental reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief
operating decision maker. The chief operating decision maker has been identified as the Board of Directors.
The Board of Directors review the Group’s internal reporting in order to assess performance and allocate
resources.
2.20 Finance income and finance costs
Finance income is received in respect of cash deposits and is recognised in the Statement of Comprehensive
Income using the effective interest method. Finance costs comprise interest on external debt, finance lease
interest costs and the amortisation of loan issue costs. Finance costs are charged to the Statement of
Comprehensive Income over the term of the debt using the effective interest method. Issue costs are initially
recognised as a reduction in the proceeds of the associated capital instrument.
2.21 Dividend distribution
Dividend distribution to the Parent Company’s shareholders is recognised as a liability in the Group’s financial
statements in the period in which the dividends are approved by the Parent Company’s shareholders.
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Notes to the Financial Statements
3. Financial and Capital Risk Management
3. Financial and Capital Risk Management (continued)
3.1 Financial risk factors
The Group’s activities expose it to a variety of financial risks: liquidity risk, market risk (including currency risk,
cash flow and fair value interest rate risk, and commodity price risk) and credit risk. The Group’s overall risk
management programme focuses on the unpredictability of financial markets and seeks to minimise potential
adverse effects on the Group’s financial performance.
3.1.1 Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet cash flow commitments
associated with financial instruments. The Group has cash resources available to it and prepares - in the
operating entities of the Group - forecasts for the forthcoming year. In the Directors' opinion, these forecasts
indicate that the Group will have sufficient resources to fund the continuation of trade.
The Group monitors cash flow forecasts on a 'rolling forecast' basis to ensure it has sufficient cash to meet
operational needs while maintaining enough headroom on its undrawn committed borrowing facilities at all
times so as not to breach borrowing limits or covenants.
A maturity analysis of financial instruments based on contractual undiscounted cash flows is provided below:
Consolidated
31 December 2019
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
Over 5 years
Corporate bond
Borrowings
Lease liabilities
Trade and other payables
Total
£000’s
797
4,891
753
35,487
41,928
£000’s
17,722
4,694
626
-
£000’s
£000’s
-
14,571
1,073
-
-
37,109
8,457
-
23,042
15,644
45,566
Consolidated
31 December 2018
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
Over 5 years
Corporate bond
Borrowings
Trade and other payables
Total
£000’s
4,180
5,164
37,084
46,428
£000’s
832
4,893
-
5,725
£000’s
17,491
14,300
-
£000’s
-
41,321
-
31,791
41,321
3.1 Financial risk factors (continued)
3.1.1 Liquidity risk (continued)
Parent
31 December 2019
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
Over 5 years
Corporate bond
Borrowings
Lease liabilities
Loans from group companies
Trade and other payables
Total
£000’s
797
49
29
7,330
248
8,453
£000’s
17,722
-
27
-
-
17,749
£000’s
£000’s
-
-
7
-
-
7
-
-
-
-
-
-
Parent
31 December 2018
Less than
1 year
Between
1 and 2 years
Between
2 and 5 years
Over 5 years
£000’s
£000’s
Corporate bond
Borrowings
Loans from group companies
Trade and other payables
Total
4,180
425
3,344
340
8,289
832
79
-
-
911
£000’s
17,491
34
-
-
17,525
£000’s
-
-
-
-
-
Prior to the implementation of IFRS 16 Leases (with a date of initial application of 1 January 2019), lease
liabilities relating to existing finance leases were included within borrowings (see note 26).
IFRS 16 requires that the maturity analysis of lease liabilities are disclosed separately from the maturity
analyses of other financial liabilities. Due to the modified retrospective approach of implementation as
adopted by the Group, comparatives have not been restated as permitted under the specific provisions within
the standard. Further details around the implementation of IFRS 16 can be found per note 2.4.
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Notes to the Financial Statements
Notes to the Financial Statements
3. Financial and Capital Risk Management (continued)
3. Financial and Capital Risk Management (continued)
3.1 Financial risk factors (continued)
3.1.2 Market Risk
3.1.2a Currency risk
The Group is exposed to foreign exchange risk arising from certain generation asset maintenance contracts
which are payable in euros. Management have set up a policy, that when it is deemed appropriate, the Group
will forward buy euros against these contracts to reduce foreign exchange exposure. As at 31 December
2019, no euros (2018: no euros) were purchased forward. The annual exposure to sterling euro exchange rate
movements is currently £4,600 per one percent movement in the exchange rate.
3.1.2b Cash flow and fair value interest rate risk
The financial risk is the risk to the Group’s earnings that arises from fluctuations in interest rates and the
degree of volatility of these rates. For short-term bank overdraft facilities, the Group does not use derivative
instruments to reduce its exposure to interest rate fluctuations as the policy of the Group is not to rely on short-
term borrowing facilities for any significant duration. The Directors use interest rate swaps if they consider their
exposure to interest rate risk to be material. For long term borrowings, the Group may use interest rate swaps
to fix the interest rate payable on these material balances in order to mitigate the risk of any fluctuations in
interest rates.
3.2 Capital risk management
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going
concern in order to provide returns to shareholders, and to maintain an optimal capital structure.
The Group monitors capital on the basis of the gearing ratio calculated as net debt divided by total capital.
Net debt is calculated as total borrowings (including 'current and non-current borrowings' as shown in the
Consolidated Statement of Financial Position) less cash and cash equivalents. Total capital is calculated as
'equity' as shown in the Consolidated Statement of Financial Position, plus net debt. The capital structure of
the Group is as follows:
Total borrowings
Less: cash in restricted deposit accounts (non-
current)
Note
26
2019
£000’s
59,801
2018
£000’s
60,727
(4,548)
(4,166)
Less: cash in restricted deposit accounts (current)
(474)
-
3.1.2c Commodity price risk
Less: cash and cash equivalents
22
(13,667)
(15,662)
The Group’s operations result in exposure to fluctuations in energy prices. Management monitors energy prices
and analyses supply and demand volumes to manage exposure to these risks. The Group typically buys power
forwards in order to mitigate some of the risk of commodity price fluctuations.
If the wholesale market moves significantly upwards or downwards, the price risk to the Group will depend
upon a number of factors including the excess or deficiency of power being supplied by renewable power
purchase contracts in place at the time. The Group may be required to pass on the price risk to customers.
Retail prices can be amended with 30 days’ advance notification to customers. The Group closely
monitors movements in the wholesale market and assesses trends, so it is ready to take necessary action
when required.
Vertical integration of the Group helps further mitigate exposure to changes in power prices.
3.1.3 Credit risk
The Group’s exposure to credit risk arises from its receivables from customers. At 31 December 2019 and 31
December 2018, the Group’s trade and other receivables were classed as due within one year, details of which
are included in note 21. The Group’s policy is to undertake credit checks where appropriate on new customers
and to provide for expected credit losses (ECLs) based on estimated irrecoverable amounts determined by
reference to specific circumstances and past default experience. Credit risk is also in part mitigated by the
policy to offer direct debit as a preferred method of payment for customers. At the end of the reporting period
the Directors have provided for specific expected credit losses and believe that there is no further credit risk.
Credit risk also arises from cash and cash equivalents, and deposits with banks and financial institutions.
The Directors monitor the credit quality of the institutions used when considering which banks and financial
institutions funds should be placed with.
The ECL model has been calculated in line with requirements under IFRS 9. The Group’s trade receivables
have no significant financing component, so the Group has used the simplified method for providing for these
under IFRS 9. Therefore, the impairment loss is measured at lifetime ECL. Trade debtors have been segmented
into categories of customer type and age, meaning the debt is split into categories with similar expected
credit losses.
An impairment analysis is performed at each reporting date using a provision matrix to measure the expected
credit losses. The calculation reflects the probability-weighted outcome, the time value of money, and
reasonable and supportable information that is available at the reporting date about past events, current
conditions and forecasts of future economic conditions.
Net debt
Total equity
Total capital
Gearing ratio
41,112
18,780
59,892
68.6%
40,899
18,826
59,725
68.5%
During 2019 the Group’s strategy (unchanged from 2017) was to seek debt funding at appropriate margins
from lenders against long term power generation assets. These assets have highly predictable revenue
streams and are considered stable for long-term borrowing. In future, in order to maintain or adjust its capital
structure, the Group may restructure its debt, issue new shares or sell assets.
The Group's borrowings are subject to maintaining covenants as defined by the debt funders. Throughout the
year ended 31 December 2019 the Group complied with all external borrowing covenants and management
monitors the continued compliance with these covenants on a monthly or quarterly basis.
3.3 Fair value estimation
The Group measures certain financial instruments at fair value, at each reporting date. Fair value is defined
as "the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction
between market participants at the measurement date". The fair value measurement assumes that the
transaction to sell the asset or to transfer the liability takes place either:
•
•
in the principal market for the asset or liability; or
in the absence of a principal market, in the most advantageous market available for the asset or liability,
which must be accessible by the Group.
All financial assets and financial liabilities subject to measurement at fair value and disclosed within these
financial statements are categorised within the fair value hierarchy, the levels of which are defined as follows:
•
•
•
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or
liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices).
Level 3 - Inputs for the asset or liability that are not based on observable market data (i.e., unobservable
inputs).
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Notes to the Financial Statements
Notes to the Financial Statements
3. Financial and Capital Risk Management (continued)
4. Critical Accounting Judgements and Estimates
3.3 Fair value estimation (continued)
If one or more of the significant inputs is not based on observable market data, the instrument is included
within Level 3.
As part of our overall financial review, we continue to monitor the fair value of all of our investments through
both an understanding of the wider environment in addition to the underlying economics of all assets across
the business.
The table below presents the Group’s financial assets that are measured at fair value, by valuation method at
31 December 2019.
2019
Assets
Fair value through profit or
loss financial assets
Other interests in associates
Total financial assets
2019
Liabilities
Fair value through profit or
loss financial liabilities
Contingent consideration
Total financial liabilities
Level 1
£000’s
Level 2
£000’s
Level 3
£000’s
Total
£000’s
-
-
-
-
615
615
Level 1
£000’s
Level 2
£000’s
Level 3
£000’s
615
615
Total
£000’s
-
-
-
-
99
99
99
99
During the year, the Group recognised £614,920 of secured convertible loan stock granted to Next Green Cars
Ltd, as well as contingent consideration of £99,000, as part of its investment in this business. Both the financial
asset and financial liability have been defined as Level 3. Further details of this transaction are disclosed per
note 19.
The financial assets are valued using the discounted cash flow methodology. This method involves the
projection of cash flows received from the loan of interest and principal repayment. A discount rate derived
from the Group's borrowing costs is applied to the cash flow series to establish the present value of the asset.
Additionally given that this asset contains a convertible option, the Group has compared the discounted
cash flow derived fair value with the value of the asset if converted to ensure that the valuation presented is
true and fair. The specific timings and amounts of cash flows from the loan if not converted are contractual.
Significant increases to the Group's cost of borrowing would result in a lower fair value of this asset.
The financial liabilities are valued based on the expected contractual cash outflow that would become
payable upon satisfaction of the milestones set out in note 19, and the likelihood of cash outflows made with
reference to the financial and product outlook of the Group's associate, Next Green Cars Ltd.
Following the initial recognition of the financial instruments above, there were no subsequent changes in, or
transfers to or from, Level 3 instruments for the year ended 31 December 2019.
In the process of applying the Group’s accounting policies, management has to make judgements and
estimates that have a significant effect on the amounts recognised in the financial statements. These
judgements and estimates are evaluated continually and are based on historical experience and other factors,
including expectations of future events.
Given the nature of the estimates and judgements made, it is not appropriate to provide sensitivity analyses,
unless explicitly stated otherwise. Actual results may differ from the initial judgement or estimate, and any
subsequent changes are accounted for at a time when updated information becomes available.
The most critical of these accounting judgements and estimates are detailed below.
4.1 Judgements
4.1.1 Judgements over revenue from contracts with customers
The Group applied the following judgements that affect the determination of the amount and timing of
revenue from contracts with customers:
(a)
Identifying performance obligations in contracts
Good Energy’s revenues from contracts with customers include unit charges and standing charges for the
supply of electricity and gas, operational generation site revenue, and FiT administration fees. Most of these
performance obligations are easily identifiable and are separable.
For FiT administration revenue from customers who are new to the FiT scheme, Good Energy is required
to both register and administer that customer for a year, and there is a higher administration payment
from OFGEM as a result. Registering a customer to the FiT scheme and administering their account are not
separable performance obligations, as there is no fee for registering and not administering the customer.
(b)
Determining the timing and satisfaction of the services
Revenue for these services is to be recognised over time, because the customer simultaneously receives and
consumes the benefits provided by the Group.
(c)
Principal versus agent considerations
Contracts are entered into with customers to supply electricity and gas, which is a service delivered over time
(as the customer consumes the electricity or gas), in which the Group is the principal.
FiT administration contracts are entered into with the customer, to supply administration services on behalf of
OFGEM. The Group acts as an agent for OFGEM, not a principal, because the Group is not entitled to revenue
from the customers’ FiT sites, only the administration fee.
Payment normally takes place after performance by the Group; NHH customers with 15-day payment terms
and HH customers with 30-day payment terms. Some customers pay by monthly direct debit and the Group
aims to recover billed amounts every 3 months.
4.1.2 Leases: determining if a contract contains a lease
Under IFRS 16, a contract contains a lease if it conveys the right to control the use of an identified asset for a
period of time, in exchange for consideration.
The Group assesses whether it has the right to obtain substantially all of the economic benefits from use of the
identified asset, as well as the right to direct the use of that asset.
The Group also determines the lease term as the non-cancellable term of the lease, together with any periods
covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by
an option to terminate the lease if it is reasonably certain not to be exercised.
The majority of the Group’s lease arrangements concern the sites on which its generation assets are located.
These arrangements require additional consideration in respect of various lease costs associated with the sites,
being primarily base rent, substation rent and easements/access rights.
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Notes to the Financial Statements
Notes to the Financial Statements
4. Critical Accounting Judgements and Estimates (continued)
4. Critical Accounting Judgements and Estimates (continued)
4.1 Judgements (continued)
4.1.2 Leases: determining if a contract contains a lease (continued)
Access rights in particular refer to land easements or rights to use, access or cross the land of another entity or
individual, for a specified purpose. The lease arrangements give the Group the right to use the land but do not
give the Group exclusivity of use or right to control.
In assessing whether these land easements and access rights form part of the relevant leases, management
have determined the following;
•
•
•
The land easements and access rights are physically distinct identified assets, which enable to Group to
access the land and wind/solar farms, for the specific purposes of power generation, and maintenance
of the generation equipment. These land easements and access rights are active for the duration of the
lease term, meaning that they are deemed specific, not perpetual, in nature.
The Group receives substantially all of the economic benefits from the use of those easements and access
right, for the specific purposes of power generation and maintenance of the generation equipment.
The leases state that the landlord must not breach the Group's right as a tenant to access the land. The
Group instructs maintenance, repair and replacement work to be completed on the generation assets by
third parties, which requires the Group to have the right to direct the use of the identified assets - being
the land easements and access rights.
4.2 Estimates (continued)
4.2.2 Provision for expected credit losses of trade and intercompany receivables, and contract assets
(continued)
The assessment of the correlation between historical observed default rates, forecast economic conditions
and ECLs is a significant estimate. The amount of ECLs is sensitive to changes in circumstances and of
forecasted economic conditions. The Group’s historical credit loss experience and forecast of economic
conditions may also not be representative of customers’ actual default in the future.
The assessments undertaken in recognising provisions have been made in accordance with IFRS 9. A provision
for impairment of trade receivables is established based on an expected credit loss model. Information about
the ECLs on the Group’s trade receivables is disclosed in note 21.
The Parent Company also holds material receivable balances with its subsidiaries, for which the expected
credit loss model is also used in establishing a provision for impairment, in accordance with IFRS 9. Information
about the Parent Company loans to Group undertakings can be found per note 18.
4.2.3 Power purchase costs
Power purchase costs can typically take 14 months from the date of supply to be finalised due to the
processes that the energy market has to complete in order to finalise generation and consumption data for
any one particular month. Therefore, there is an element of power purchase costs that needs to be estimated
based on a combination of in-house and industry data that is available at any particular point in time.
On the basis of the above, management have concluded that these land easements and access rights
therefore be treated as part of the underlying lease.
4.2.4 Inventories
The Group carries Renewable Obligation Certificates (ROCs) as inventory in its Consolidated Statement of
Financial Position. These are valued at the lower of cost or estimated realisable value. Gains or losses made
on ROCs which are subsequently sold, are only recognised in the Statement of Comprehensive Income when
they crystallise.
The final out-turn value of a ROC is only published by OFGEM in October following the compliance year (April
to March) which may require a final adjustment to gains or losses on the sale or purchase of ROCs previously
recognised in the Consolidated Statement of Comprehensive Income.
4.2 Estimates
4.2.1 Estimates over revenue from contracts with customers
Revenue calculated from energy sales includes an industry estimate of the quantity in units of electricity or
gas supplied to the Group's customers during the 12 months preceding the end of the reporting period. It also
includes an estimate in the form of the average sales price per unit, and standing charge.
15% of the total revenue figure is estimated, with a fixed transaction price and estimated unit consumption.
The estimate is made using historical consumption patterns, industry estimated consumption rates, and
seasonality data available, and takes into consideration industry reconciliation processes, upon which the
Group takes a prudent position until final reconciliation data is available from the industry 14 months after the
supply date.
The Group has identified that the amount of accrued income subject to estimation uncertainty is
approximately £1.1m.
4.2.2 Provision for expected credit losses of trade and intercompany receivables, and contract assets
The Group uses a provision matrix to calculate expected credit losses (ECLs) for trade receivables. The
provision rates are based on days past due for groupings of various customer segments that have similar loss
patterns (e.g. by customer type, payment type).
The provision matrix is initially based on the Group’s historic observed default rates, calibrated to adjust the
historic credit loss experience with forward-looking information. For instance, if forecast economic conditions
are expected to deteriorate over the next year which can lead to an increased number of defaults, the
historical default rates are adjusted. At every reporting date, the historical observed default rates are updated
and changes in the forward-looking estimates are analysed.
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Notes to the Financial Statements
5. Discontinued Operations
6. Segmental Analysis
The Group has Generation Development activities which are discontinued, and efforts have been made
during the year to realise value from this portfolio, in part through sales to external parties who will continue
to develop the sites. The results of this segment are shown in the segmental analysis of the Consolidated
Statement of Comprehensive Income, per note 6.
The major classes of assets of the Generation Development segment which were classified as disposal groups
held for sale as at 31 December 2018 (as per note 23) were either sold during the year, or were written down
to £nil, as described below.
On 3 May 2019, a subsidiary of the Group - Good Energy Brynwhilach Solar Park Limited - was sold, following
the successful completion of the sale agreement. The sale realised a net gain of £362,934. The Group
recognised an impairment loss on a residential property, prior to that property being sold during the year. The
impairment recognised prior to sale amounted to £199,982 with the sale itself realising a net loss of £48,000.
During the year, the Group recognised impairment losses in respect of a wind development project and the
Mapperton transformer, of £1,293,733 and £299.875 respectively, thereby fully writing both of these assets
down to £nil. Please refer to note 23 for additional information.
There is a £32,008 tax charge (2018: £56,013 tax charge) related to the discontinued operations for the year.
The net cash flows of the discontinued operations in the year are as follows:
2019
£000’s
(859)
343
233
(283)
2019
£000’s
(5.9p)
(5.7p)
2018
£000’s
(397)
151
607
361
2018
£000’s
(4.6p)
(4.6p)
Operating
Investing
Financing
Net cash inflow
Loss per share: discontinued operations
Basic
Diluted
130
The chief operating decision-maker has been identified as the Board of Directors (the ‘Board’). The Board
reviews the Group’s internal reporting in order to assess performance and allocate resources. Management
has determined the operating segments based on these reports. The Board considers the business from
a business class perspective, with each of the main trading subsidiaries accounting for each of the
business classes.
The main segments are:-
•
•
Supply Companies (including electricity supply, FiT administration and gas supply),
Electricity Generation companies (including wind and solar generation companies),
• Generation Development (29 early stage development companies),
•
Holding companies, being the activity of Good Energy Group PLC.
No operating segments have been aggregated to form the above reportable operating segments.
The Board assesses the performance of the operating segments based primarily on summary financial
information, extracts of which are reproduced below. An analysis of profit and loss, assets and liabilities and
additions to non-current asset, by class of business, with a reconciliation of segmental analysis to reported
results follows.
Transfer prices between operating segments are on an arm’s length basis in a manner similar to transactions
with third parties.
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Notes to the Financial Statements
Notes to the Financial Statements
6. Segmental Analysis (continued)
6. Segmental Analysis (continued)
Year ended
31 December
2019
Electricity
Supply
FIT
Admin-
istration
Gas
Supply
Total supply
companies
Electricity
Generation
Holding
companies/
consolidation
adjustments
Total -
continuing
operations
Generation
Development
(discontinued)
Total
Year ended
31 December
2018
Electricity
Supply
FIT
Admin-
istration
Gas
Supply
Total supply
companies
Electricity
Generation
Holidng
companies/
consolidation
adjustments
Total -
continuing
operations
Generation
Development
(discontinued)
Total
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
Total revenue
89,981
5,247
26,335
121,563
8,779
(6,084)
124,258
91
124,349
Expenditure
Expenditure
Cost of sales
(60,190)
(873) (18,575)
(79,638)
(3,828)
-
(83,466)
(72)
(83,538)
Revenue
Revenue from
contracts
with
customers
FiT/ROC
subsidy
revenue
Inter-segment
revenue
89,981
5,247
26,335
121,563
1,697
-
123,260
91
-
-
-
-
-
-
-
-
998
-
998
6,084
(6,084)
-
-
-
123,351
998
-
Cost of sales
(69,382)
(462) (18,835)
(88,679)
(3,922)
-
(92,601)
(1,246)
(93,847)
Inter-segment
cost of sales
(6,084)
-
-
(6,084)
-
6,084
-
-
-
Gross profit
14,515
4,785
7,500
26,800
4,857
-
31,657
(1,155)
30,502
(21,589)
(426)
(2,780)
(24,795)
225
(24,570)
(1,091)
-
(198)
(1,289)
-
(1,289)
4,120
4,431
(2,978)
5,573
(930)
4,643
27
(3,377)
(923)
(4,273)
-
(4,273)
-
-
(42)
(42)
-
(42)
4,147
1,054
(3,943)
1,258
(930)
328
54,410
63,633
(2,184)
115,859
505
116,364
43,981
65,176
(23,808)
85,349
12,235
97,584
10,429
(1,543)
21,624
30,510
(11,730)
18,780
2,923
5,090
1,041
9,054
-
9,054
Administrative
expenses
Depreciation
& amortisation
Operating
profit/(loss)
Net finance
income/
(costs)
Share of Loss
of Associate
Profit/(loss)
before tax
Segments assets & liabilities
Segment
assets
Segment
liabilities
Net assets/
(liabilities)
Additions to
non- current
assets
132
Revenue
Revenue from
contracts
with
customers
FiT/ROC
subsidy
revenue
Inter-segment
revenue
Inter-segment
cost of sales
Gross Profit/
(loss)
Administrative
expenses
Tidal lagoon
write-off
Depreciation
& amortisation
Operating
profit/(loss)
Net finance
income/
(costs)
Profit/(loss)
before tax
Segments assets & liabilities
Segment
assets
Segment
liabilities
Net assets/
(liabilities)
Additions to
non- current
assets
80,121
4,856
27,998
112,975
195
-
-
-
-
-
-
-
-
3,745
4,369
(4,369)
-
Total Revenue
80,121
4,856
27,998
112,975
8,309
(4,369)
116,915
-
-
113,170
3,745
9
-
-
9
113,179
3,745
-
116,924
(4,369)
-
-
(4,369)
-
4,369
-
-
-
15,562
3,983
9,423
28,968
4,481
-
33,449
(63)
33,386
(22,172)
(315)
(3,087)
(25,574)
(124)
(25,698)
-
(1,081)
-
-
500
500
(500)
-
(645)
(1,726)
-
(1,726)
5,715
4,166
(3,232)
6,649
(687)
5,962
12
(3,574)
(783)
(4,345)
-
(4,345)
5,727
592
(4,015)
2,304
(687)
1,617
63,898
99,253
(52,095)
111,056
7,734
118,790
51,116
104,897
(73,546)
82,467
17,497
99,964
12,782
(5,644)
21,451
28,589
(9,763)
18,826
1,577
34
6
1,617
(4)
1,613
All turnover arose within the United Kingdom.
Consolidation adjustments relate to inter-company sales of generated electricity and the elimination of
inter-company balances.
133
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Notes to the Financial Statements
Notes to the Financial Statements
7. Operating Profit and Administrative Expenses
7. Operating Profit and Administrative Expenses (continued)
Note
15
17
16
2019
£000’s
2,700
171
1,154
-
100
99
28
227
-
-
2018
£000’s
2,948
858
-
880
60
96
48
204
-
-
14,034
13,622
3,050
1,019
2,974
3,674
-
1,285
139
-
(316)
25,859
25,219
865
(225)
25,859
3,869
2,006
3,268
3,576
(1,027)
1,232
378
500
-
27,424
26,800
-
624
27,424
The operating profit is stated after charging:
Depreciation of property, plant and equipment
Amortisation of intangible assets
Depreciation of right of use assets
Lease rentals
Auditors’ remuneration
Audit of parent and consolidated financial statements
Audit of subsidiaries
Fees in relation to overruns of prior year audit
Subtotal (audit)
Other services
Subtotal (non-audit)
The administrative expenses comprise the following:
Staff costs
Rent and office costs
Marketing costs
Professional fees and bank charges
Expected credit loss provision
Write back of unclaimed overpayments
Depreciation and amortisation
WIP writedown
Write down of investment in Tidal Lagoon
(Gain)/loss on disposals
Total
Split between:
Continuing administrative expenses
Non-underlying costs
Discontinued
Total
134
Non-underlying costs in the year relate to our investment in a new customer services technology platform with
Kraken Technologies Ltd. These costs comprise of a restructuring provision of £351,401 as part of our operating
model transformation and the costs of the Kraken system implementation of £513,690. Capitalised expenditure
on the Kraken system implementation in the year totalled £663,596; these are additions to intangible assets as
assets under the course of development.
8. Parent Company Statement of Comprehensive Income
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the
Parent Company is not presented as part of these financial statements. The Parent Company profit or loss for
the year (after taxation) is disclosed at the foot of the Parent Company Statement of Financial Position.
9. Staff Costs
Staff costs, including Directors’ remuneration, were as follows:
Wages and salaries
Social security costs
Share based payments
Other pension costs
Total staff costs
Capitalised staff costs
Total expensed staff costs
2019
£000’s
11,666
1,159
81
529
13,435
(356)
13,079
2018
£000’s
9,520
1,019
358
459
11,356
(202)
11,154
Details of share based payments can be found in note 32.
The average monthly number of employees, including the Directors, during the year was as follows:
Operations
Business services
Total management and administration
2019
Number
121
185
306
The total numbers of employees, including the Directors, at the year end were as follows:
Operations
Business services
Total management and administration
2019
Number
107
177
284
2018
Number
110
186
296
2018
Number
119
184
303
135
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Notes to the Financial Statements
Notes to the Financial Statements
10. Directors' and Key Management Remuneration
12. Finance Costs
Directors’ and Key Management emoluments
Short term employee benefits
Post employment benefits
Share based payments
Total
2019
£000’s
1,304
96
81
1,481
2018
£000’s
1,373
107
358
1,838
Key Management are considered to be the Directors of Good Energy Group PLC and the executive team. The
emoluments relating to these teams are included in the table above.
During the year retirement benefits were accruing to 2 Directors of the Group (2018: 3) in respect of money
purchase pension schemes.
On bank loans and overdrafts
On corporate bond
Other interest payable
Interest on lease liabilities
Amortisation of debt issue costs
Total
In respect of the highest paid Director, the Group paid remuneration of £339,186 (2018: £323,336), including
contributions to money purchase pension schemes of £27,580 (2018: £27,170).
13. Taxation
Individual remuneration for the Directors is set by the Remuneration Committee of the Board which consists
entirely of Non-Executive Directors. Appropriate Keyman Insurance policies are in place.
During the year, 90,000 share options were exercised by current or former Directors and Key Management
(2018: 100,350). The aggregate amount of gains made by current Directors or Key Management on the
exercise of share options was £4,875 (2018: £121,476).
Details of the Directors’ remuneration as required by AIM rule 19 are given in the table in the Directors’
remuneration report on page 75 and are included in this note by cross reference.
11. Finance Income
Bank and other interest receivables
Fair value gains
Total finance income
2019
£000’s
80
86
166
2018
£000’s
16
-
16
Analysis of tax charge for the year
Current tax
Current tax
Adjustments in respect of prior years
Total current tax (see below)
Deferred tax
Origination and reversal of temporary differences
Adjustments in respect of prior years
Total deferred tax (see note 25)
Tax on profit on ordinary activities
2019
£000’s
2,956
908
8
374
193
4,439
2019
£000’s
10
18
28
93
(47)
46
74
2018
£000’s
3,051
1,092
26
-
192
4,361
2018
£000’s
-
-
-
505
211
716
716
Adjustments in respect of prior year deferred tax amounts are from differences relating to capital allowances
claimed.
Income tax expense reported in the statement of
profit and loss - continuing operations
Income tax attributable to discontinued operations
Total tax charge for the year
2019
£000’s
42
32
74
2018
£000’s
660
56
716
137
136
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Notes to the Financial Statements
Notes to the Financial Statements
13. Taxation (continued)
Factors affecting the tax charge for the year
The tax assessed for the year is higher (2018: higher) than the standard rate of corporation tax in the UK of
19.00% (2018: 19.00%). The differences are explained as follows:
Accounting profit before tax from continuing
operations
Loss before tax from discontinued operations
Accounting profit before income tax
Profit before tax multiplied by the standard rate of
corporation tax in the UK of 19.00% (2018: 19.00%)
Tax effects of:
Expenses not deductible for tax purposes
Share of loss in associate
Non-taxable gain on sale of investment
Effects of changes in tax rate
Restricted interest costs deduction
Share-based payment adjustment
Prior year adjustments
Deferred tax on losses not recognised
Recognition of deferred tax on losses previously
unrecognised
Deferred tax on interest costs recognised
Total tax charge for the year
Factors that may affect future tax charges
2019
£000’s
1,258
(930)
328
62
323
8
(79)
(15)
-
(148)
(29)
-
(48)
-
74
2018
£000’s
2,304
(687)
1,617
307
235
-
-
(46)
(85)
-
211
132
-
(38)
716
13. Taxation (continued)
Corporation tax payable/(recoverable) as per Consolidated Statement of Financial Position
Parent Company
Consolidated
2019
2018
2019
2018
£000’s
£000’s
£000’s
£000’s
UK Corporation Tax on profits for the year
-
-
10
-
14. Earnings/(Loss) per Share
Basic
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to owners of the
Company by the weighted average number of ordinary shares during the year after excluding 293,270
(2018: 403,270) shares held by Clarke Willmott Trust Corporation Limited in trust for the Good Energy Group
Employee Benefit Trust.
Profit/(loss) attributable to owners of the Company
(£000’s)
Basic weighted average number of ordinary shares
(000’s)
Basic earnings/(loss) per share
Continuing operations
Profit/(loss) attributable to owners of the Company
(£000’s)
Basic weighted average number of ordinary shares
(000’s)
Basic earnings/(loss) per share
Consolidated
Consolidated
2019
254
16,294
1.6p
2019
1,216
16,294
7.5p
2018
901
16,109
5.6p
2018
1,644
16,109
10.2p
Changes to the UK corporation tax rates were substantively enacted as part of the Finance Act 2016 (on 15
September 2016), which included a reduction to the main rate of corporation tax to 17% from 1 April 2020.
Diluted
As the changes have been substantively enacted at the reporting date, their effects are included within these
financial statements. Accordingly, deferred tax balances have been calculated using a rate of 17%.
The Chancellor's Spring Budget on 11 March 2020 announced that the UK corporation tax rate is to remain
at 19% effective from 1 April 2020. This was enacted on 11 March 2020. The deferred tax balances have not
been updated to reflect this and the overall impact of this rate change on the closing deferred tax liability
would be an increase of £106,000.
Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares to
assume conversion of all potentially dilutive ordinary shares. Potentially dilutive ordinary shares arise from
awards made under the Group’s share-based incentive plans. Where the vesting of these awards is contingent
on satisfying a service or performance condition, the number of potentially dilutive ordinary shares is
calculated based on the status of the condition at the end of the period. Potentially dilutive ordinary shares
are actually dilutive only when the average market price of the Company’s ordinary shares during the period
exceeds their exercise price (options) or issue price (other awards).
138
139
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Notes to the Financial Statements
Notes to the Financial Statements
14. Earnings/(Loss) per Share (continued)
15. Property, Plant and Equipment
The greater any such excess, the greater the dilutive effect. The average market price of the Company’s
ordinary shares during the year was 138p (2018: 126p). The dilutive effect of share-based incentives was
513,596 (2018: 289,262). The dilutive effect of share-based incentives for continuing operations was 513,596
shares (2018: 289,262 shares).
Consolidated
Year ended 31 December 2019
Leasehold
improvements
Furniture,
fittings &
equipment
Generation
assets
Total
£000’s
£000’s
£000’s
£000’s
Profit/(loss) attributable to owners of the
Company (£000’s)
Weighted average number of diluted ordinary
shares (000’s)
Diluted earnings/(loss) per share
Continuing operations
Profit/(loss) attributable to owners of the Company
(£000’s)
Weighted average number of diluted ordinary
shares (000’s)
Diluted earnings/(loss) per share
Consolidated
Consolidated
2019
254
16,807
1.5p
2019
1,216
16,807
7.2p
2018
901
16,399
5.5p
2018
1,664
16,807
10.0p
Cost
At 1 January 2019
Reclasses to right-of-use assets under IFRS 16
Additions
Disposals
677
-
-
-
1,800
(545)
62
-
62,081
64,558
(1,250)
(1,795)
50
(160)
112
(160)
At 31 December 2019
677
1,317
60,721
62,715
Accumulated depreciation
At 1 January 2019
(479)
(1,406)
(12,322)
(14,207)
Reclasses to right-of-use assets under IFRS 16
Charge for the year
Disposals
-
(64)
-
304
(154)
-
50
354
(2,482)
(2,700)
164
164
At 31 December 2019
(543)
(1,256)
(14,590)
(16,389)
Net book value
At 1 January 2019
At 31 December 2019
198
134
394
61
49,759
46,131
50,351
46,326
140
141
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statementsNotes to the Financial Statements
Notes to the Financial Statements
15. Property, Plant and Equipment (continued)
16. Right of Use Assets and Leases
Consolidated
Year ended 31 December 2018
Leasehold
improvements
Furniture,
fittings &
equipment
Generation
assets
Total
£000’s
£000’s
£000’s
£000’s
Cost
At 1 January 2018
Assets held for sale
Additions
Disposals
At 31 December 2018
Accumulated depreciation
At 1 January 2018
Assets held for sale
Charge for the year
Disposals
532
-
145
-
677
1,649
62,051
64,232
-
151
-
(4)
34
-
(4)
330
-
1,800
62,081
64,558
(394)
(1,126)
(9,739)
(11,259)
-
(85)
-
-
-
-
(280)
(2,583)
(2,948)
-
-
-
At 31 December 2018
(479)
(1,406)
(12,322)
(14,207)
Net book value
At 1 January 2018
At 31 December 2018
138
198
523
394
52,312
49,759
52,973
50,351
The generation assets relate to electricity generating assets (wind turbines, solar panels and ancillaries).
These assets are held within the Company’s subsidiaries: Good Energy Delabole Wind Farm Limited; Good
Energy Hampole Wind Farm Limited; Good Energy Woolbridge Solar Park Limited; Good Energy Creathorne
Solar Park Limited, Good Energy Rook Wood Solar Park Limited, Good Energy Carloggas Solar Park Limited,
Good Energy Lower End Solar Park Limited and Good Energy Cross Roads Solar Park Limited.
These assets have been pledged as security against bank and other loan liabilities.
Assets reclassified to assets held for sale are disclosed in note 23.
The tangible assets disclosed above do not include right-of-use assets held under finance leases, as a result
of the implementation of IFRS 16 Leases from 1 January 2019. Details of the right-of-use assets and their
associated lease liabilities are disclosed in note 16.
142
The Group has lease contracts for the access to, and use of, land on which its generation assets are located,
office buildings, other equipment and software licences.
Leases of land (inclusive of access rights) typically have lease terms of between 20 and 30 years, office
buildings of between 4 to 6 years, whilst other equipment and software licences have lease terms of between
3 and 10 years. The Group's obligations under its leases are secured by the lessor's title to the leased assets.
The Group also has certain leases of printers, laptops, and coffee and water machines, with low value
underlying assets. The Group has applied the recognition exemption in respect of these leases.
Each lease generally imposes a restriction from subleasing the underlying assets to another party, therefore
the right-of-use assets can only be used by the Group.
The lease payments within all of the Group's lease agreements (with the exception of short-term leases, leases
of low value underlying assets, and those leases containing a variable lease payment component) are linked to
annual charges in the Retail Price Index.
The Group has several leases subject to variable lease payments which do not depend on an index or
rate. These relate to the Group's generation assets, where the lease payments are based on the actual
performance of the asset (which in turn is dependent upon the weather). These payments are not, in
substance, fixed, and therefore are excluded from the initial measurement of the lease liability and
right-of-use asset.
The Group classifies its right-of-use assets in a manner consistent with that of its property, plant and
equipment. The carrying values of the right-of-use assets, together with the depreciation charge split by
class of underlying asset, are shown below:
Consolidated
Year ended 31 December 2019
Land, land
easements and
buildings
Furniture, fittings
and equipment
Generation
assets
Total
£000s
£000s
£000’s
£000’s
Cost
At 1 January 2019
Adjustments on transition to
IFRS 16
At 31 December 2019
Accumulated depreciation
At 1 January 2019
Adjustments on transition to
IFRS 16
Charge for the year
At 31 December 2019
Net book value
At 1 January 2019
At 31 December 2019
-
5,684
5,684
-
-
(590)
(590)
-
5,094
-
1,393
1,393
-
(640)
(514)
(1,154)
-
239
-
1,250
1,250
-
(50)
(50)
(100)
-
1,150
-
8,327
8,327
-
(690)
(1,154)
(1,844)
-
6,483
143
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Notes to the Financial Statements
Notes to the Financial Statements
16. Right of Use Assets and Leases (continued)
16. Right of Use Assets and Leases (continued)
Set out below are the carrying amounts of lease liabilities (included within borrowings) and the movements
during the period:
At 1 January 2019
Additions
Accretion of interest
Payments
At 31 December 2019
Current (see note 26)
Non-current (see note 26)
Total
The maturity analysis of lease liabilities is disclosed in note 26.
The following are the amounts recognised in the Statement of Comprehensive Income:
Depreciation of right-of-use assets (included within cost-of-sales
and administration expenses)
Interest expense on lease liabilities
Expense relating to leases of low-value assets (included within
administration expenses)
Variable lease payments (included within administration expenses)
Total amount recognised in the Statement of Comprehensive Income
During the year, the Group had the following:
•
Total cash outflows for leases of £908,094;
• No additions to right-of-use assets or liabilities;
£000s
126
5,684
373
(799)
5,384
711
4,673
5,384
£000s
1,154
385
54
55
1,648
• No transactions giving rise to gains or losses arising from sale and leaseback transactions;
• No amounts relating to short-term leases.
The Group has lease contracts for the land on which its generation assets sit. Included within these lease
arrangements are variable lease payments, which are based on the actual performance of each site (which
itself is dependent upon the weather).
Each lease arrangement contains a base rent payment, reflective of the minimum rental payments within the
contract. This rental obligation is guaranteed to the landlord. Additional rental payments included are based on
the revenue generated by each site.
If a site performs particularly well, the landlord will receive a top-up payment - known as 'revenue rent' -
which is calculated at a percentage of the revenue generated and is considered a variable lease payment.
These amounts are not considered to be material.
The Group also has lease contracts concerning office buildings which include extension and termination
options.
Materially, for all leases, management do not expect to exercise any options to extend the lease term and
expect to not exercise any options to terminate the lease.
At the Statement of Financial Position date, the Group had no lease commitments in respect of leases
committed to, but not yet commenced. The Group has not yet entered into any lease agreements in respect
of the construction of new premises.
17. Intangible Assets
Consolidated
Year ended 31 December
2019
Power
supply
licence
Software
licences
Website
development
costs
Goodwill
Assets under
the course of
development
Total
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
Cost
At 1 January 2019
180
5,604
149
1,446
1,110
8,489
Reclasses to right-of-use
assets under IFRS 16
Additions
Impairment
-
-
-
(847)
1,711
-
-
-
-
-
-
-
At 31 December 2019
180
6,468
149
1,446
Accumulated
amortisation
At 1 January 2019
Reclasses to right-of-use
assets under IFRS 16
Charge for the year
At 31 December 2019
-
-
-
-
(4,903)
336
(73)
(4,640)
Net book value
At 1 January 2019
At 31 December 2019
180
180
701
1,828
-
-
(98)
(98)
149
51
-
-
-
-
-
123
(284)
949
-
-
-
-
(847)
1,834
(284)
9,192
(4,903)
336
(171)
(4,738)
1,446
1,446
1,110
949
3,586
4,454
144
145
Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statementsNotes to the Financial Statements
Notes to the Financial Statements
17. Intangible Assets (continued)
17. Intangible Assets (continued)
Consolidated
Year ended 31 December
2018
Power
supply
licence
Software
licences
Website
development
costs
Goodwill
Assets under
the course of
development
Total
£000’s
£000’s
£000’s
£000’s
£000’s
£000’s
Cost
At 1 January 2018
180
Additions
Disposals
Impairment
-
-
-
5,460
144
-
-
At 31 December 2018
180
5,604
152
6
(9)
-
149
Accumulated amortisation
At 1 January 2018
Charge for the year
Disposals
At 31 December 2018
-
-
-
-
(4,036)
(9)
(867)
-
(4,903)
-
9
-
1,446
-
-
-
1,446
-
-
-
-
351
1,137
-
(378)
1,110
-
-
-
-
7,589
1,287
(9)
(378)
8,489
(4,045)
(867)
9
(4,903)
Net book value
At 1 January 2018
At 31 December 2018
180
180
1,424
701
143
149
1,446
1,446
351
1,110
3,544
3,586
Assets under the course of development relate largely to the implementation of a new domestic customer
billing system (Kraken). All amortisation amounts are included within administration expenses.
Goodwill of £1,446,453 (2018: £1,446,453) comprises: £1,060,996 (2018: £1,060,996) arising from the original
acquisition of Good Energy Limited, and £385,457 (2018: £385,457) from the original acquisition of the wind
farm at Delabole.
The carrying values of indefinite life assets included in intangible assets are: goodwill of £1,446,453
(2018: £1,446,453), and a power supply licence of £180,000 (2018: £180,000) which relates to the subsidiary,
Good Energy Limited. In arriving at the conclusion that these assets have an indefinite life, management have
observed that the power supply licence is awarded until any breach of conditions stipulated by OFGEM. The
treatment of goodwill is aligned with relevant accounting standards. An impairment review is undertaken
annually or more frequently.
The result of this review was that no impairment is required in respect of the carrying values of the indefinite
life assets. The key assumptions for value in use are as follows:
Value in use assumptions
Gross margin*
Growth rate beyond five year plan
Pre-tax discount rate
2019
20%-30%
3%
8%
2018
20%-30%
3%
8%
*Annual margins have been modelled in the five year cashflow at varying levels.
Sensitivity analysis has been performed on the impairment review. It has been noted that an increase in the
discount rate by 100% would not result in an impairment of the goodwill. Management believe any increase in
discount rates above 10% to be remote and therefore the Directors believe there to be significant headroom.
18. Investments and Subsidiaries
Parent Company
Year ended 31 December 2019
Shares in Group
undertakings
Loans to Group
undertakings
£000’s
£000’s
Cost and net book value
At 1 January 2019
Additions
Provisions
Repayments
4,646
-
-
-
At 31 December 2019
4,646
30,602
14,882
(2,102)
(18,868)
24,514
Total
£000’s
35,248
14,882
(2,102)
(18,868)
29,160
Parent Company
Year ended 31 December 2018
Shares in Group
undertakings
Loans to Group
undertakings
Total
£000’s
£000’s
£000’s
Cost and net book value
At 1 January 2018
Additions
Provisions
Repayments
4,646
-
-
-
At 31 December 2018
4,646
37,048
3,082
(500)
(9,028)
30,602
41,694
3,082
(500)
(9,028)
35,248
Loans to Group undertakings are repayable by 31 December 2035. Interest rates charged on these loans
range from 0.00% to 8.85%.
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Notes to the Financial Statements
Notes to the Financial Statements
18. Investments and Subsidiaries (continued)
18. Investments and Subsidiaries (continued)
The Group had the following subsidiaries at 31 December 2019 (all of which have the same registered address
as Good Energy Group PLC, which can be found within the Directors and Corporate Resources section on the
final page of this report):
Country of
incorporation and
place of business
Proportion of ordinary
shares directly held by
Parent Company
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
85%
100%
Nature of business
Supply of renewably
sourced electricity and FIT
administration
Supply of gas
An investor in potential new
generation sites
Holding company for a
generating asset sub group
Holding company
for generating assets
subsidiaries
Generation of electric
power by wind turbine
machinery
Generation of electric
power by solar panels
Generation of electric
power by solar panels
Generation of electric
power by solar panels
Generation of electric
power by solar panels
Generation of electric
power by solar panels
Generation of electric
power by solar panels
Generation of electric
power by wind turbine
machinery
Development of an energy
generating asset
Development of an energy
generating asset
Name
Good Energy Limited
Good Energy Gas Limited
Good Energy Generation
Limited
Good Energy Generation
Holding Company No.1
Limited
Good Energy Generation
Assets No.1 Limited*
Good Energy Hampole
Windfarm Limited*
Good Energy Woolbridge
Solar Park (010) Limited*
Good Energy Creathorne
Farm Solar Park (003)
Limited*
Good Energy Rook Wood
Solar Park (057) Limited*
Good Energy Carloggas
Solar Park (009) Limited*
Good Energy Lower End
Farm Solar Park (026)
Limited*
Good Energy Cross Road
Plantation Solar Park (028)
Limited*
Good Energy Delabole
Windfarm Limited
Good Energy Cedar
Windfarm Limited*
Good Energy Lanyon Solar
Park (011) Limited
148
Good Energy Mapperton
Solar Park (007) Limited
Good Energy Tidal Limited
Good Energy Development
(No.1) Limited
Good Energy Development
(No.3) Limited
Good Energy Development
(No.4) Limited
Good Energy Development
(No.5) Limited
Good Energy Development
(No.6) Limited
Good Energy Development
(No.7) Limited
Good Energy Development
(No.8) Limited
Good Energy Development
(No.9) Limited
Good Energy Development
(No.10) Limited
Good Energy Development
(No.12) Limited
Good Energy Development
(No.14) Limited
Good Energy Development
(No.15) Limited
Good Energy Development
(No.16) Limited
Good Energy Development
(No.17) Limited
Llangyfelach Community
Solar Farm C.I.C
Worminster Down Somerset
Community Solar Farm C.I.C
Good Energy Development
(No.20) Limited
Good Energy Development
(No.21) Limited
Good Energy Development
(No.22) Limited
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
UK
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
Development of an energy
generating asset
Investment holding
company
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
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Notes to the Financial Statements
18. Investments and Subsidiaries (continued)
19. Interests in Equity Associates
Good Energy Development
(No.24) Limited
Good Energy Development
(No.25) Limited
Good Energy Development
(No.26) Limited
Good Energy Development
(No.27) Limited
Good Energy Development
(No.28) Limited
Good Energy Development
(No.29) Limited
Good Energy Development
(No.30) Limited
Homegrown Energy Ltd
UK
UK
UK
UK
UK
UK
UK
UK
100%
100%
100%
100%
100%
100%
100%
100%
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Development of an energy
generating asset
Dormant
*Entities indirectly owned by Good Energy Group PLC.
The subsidiaries above have all been included in the consolidated financial statements. A subsidiary of the
Group - Good Energy Brynwhilach Solar Park Limited - was sold during the year. Further details around this
are disclosed per note 5.
Impairment
The Group performed an impairment test in December 2019. The Group considers the relationship between
its market capitalisation and its book value, as well as forward looking estimates of cash flows, when reviewing
for indicators of impairment. As at 31 December 2019, the market capitalisation of the Group was significantly
higher than the book value of its equity. Management concluded from these reviews that no indicators of
impairment existed.
The recoverable amount of the intercompany loan receivable balance in the Parent Company has been
determined based on an assessment of forward looking estimates of cash flows and a probability of default.
The projected cash flows have been adjusted to allow for normalised business (i.e. no new business activity
costs or revenue are included), and are considering a prudent case. The pre-tax discount rate applied to cash
flow projections is 8.0%, and cash flows beyond the three-year period are extrapolated using a 3.0% growth
rate. It was concluded that the future cash flows do exceed the value of the intercompany loan receivable,
and therefore no expected credit loss provision is required.
Key assumptions used in impairment calculations and sensitivity to changes in assumptions
The calculation of value in use is most sensitive to the following assumptions:
• Discount rate
• Growth rates used to extrapolate cash flows beyond the forecast period
Discount rate – the discount rate represents the current market assessment of the risks specific to the Group,
taking into consideration the time value of money. The discount rate is derived from the Group’s weighted
average cost of capital (WACC). The WACC takes into account both debt and equity. A rise in the pre-tax
discount rate to 11.65% would result in impairment.
Growth rate estimates – rates are based on management’s prudent estimates of expected growth. A decrease
in the growth rate estimate to 0% would still leave significant headroom, and would not trigger an indication
of impairment.
In the year, the Group acquired a 12.9% interest in Next Green Cars Ltd ("NGCL"), which develops Zap-Map,
the UK's leading charging point platform allowing electric vehicle (EV) drivers to plan routes, identify charge
points, checking their availability and share power. It also develops the nextgreencar platform, the UK's
number one green car website.
NGCL is a private entity, incorporated and operating in the UK, that is not listed on any public exchange.
19.1 Summary of interests in equity associates
Notes
18.2
18.3
18.4
18.4
2019
£000's
2018
£000’s
426
615
39
60
-
-
-
-
Non-current assets
Equity investment in associate
Other interests in associates
Non-current Liabilities
LT Financial Liabilities
Current Liabilities
ST Financial Liabilities
19.2 Investment in associate
As part of the investment in NGCL, the Group appointed a Director to the board. This grants 33% of the board’s
voting rights and constitutes significant influence to direct the relevant activities of NGCL. As such, NGCL is
accounted for as an associate using the equity method in the consolidated financial statements.
Current assets
Non current assets
Current liabilities
Non current liabilities
Equity
Group's share in equity -
Goodwill
Group's carrying amount of the investment
2019
£000's
338
91
(153)
(600)
(324)
(42)
468
426
2018
£000’s
53
60
(110)
-
3
-
-
-
150
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Notes to the Financial Statements
19. Interests in Equity Associates (continued)
19. Interests in Equity Associates (continued)
Revenue from contracts with customers
Loss for the year
Total comprehensive loss
Group's share of loss for the year
2019
£000's
347
(328)
(328)
(42)
2018
£000’s
208
(57)
(57)
-
The associate had no contingent liabilities or capitial commitments as at 31 December 2019 or as at 31
December 2018. No dividends were paid by the associate in the period.
19.3 Other interests in associate
19.4 Other financial liabilities
Financial liabilities at fair value through profit and loss
Contingent consideration at initial recognition
Fair value gain
Contingent consideration at 31 December
Total current
Total non-current
2019
£000's
171
(72)
99
60
39
2018
£000’s
-
-
-
-
-
Financial assets at fair value through profit and loss
Secured convertible loan notes
615
-
As part of the purchase of share in NGCL a contingent consideration has been agreed. Contingent
consideration is payable dependent on the satisfaction of product milestones in July 2020 and stretching
financial milestone targets in December 2021. The maximum possible deferred consideration is £0.72m.
2019
£000's
2018
£000’s
The carrying amount of these liabilities is equivalent to the fair value.
Contingent consideration
Secured convertible loan notes
At 31 December 2019 the Group held £600,000 of the authorised £800,000 secured convertible loan notes in
NGCL. This consists of the first two draw down tranches of the loan. After the final tranche of £200,000 has
been drawn down in Q1 2020, the Group will have the option to convert the entirety of the secured loan notes
into a total shareholding of 50.1% together with the already held shareholding.
These secured convertible loan notes are convertible at the option of the Group until 31 December 2021. If the
convertible loan note is not exercised by Good Energy, it becomes repayable half yearly in arrears on 30 June
and 31 December by NGCL, over the following five years until 31 December 2026, accruing interest annually
at 8.0%.
Secured convertible loan notes
Carrying amount
Fair value
£000's
615
£000’s
615
The fair value has been calculated using the discounted cash flow method over the contractual cashflows.
20. Inventories
Renewable Obligation Certificates
Emission Certificates
Generation Development sites
Total
Parent Company
Consolidated
2019
2018
2019
2018
£000’s
£000’s
£000’s
£000’s
-
-
-
-
-
-
-
-
9,506
8,434
435
-
146
-
9,941
8,580
As at 31 December 2019 there were Renewable Obligation Certificates (ROCs) of £6,263,879 (2018:
£5,199,973) included in the above amount that were unissued for generation that had already taken place
and therefore these ROCs were not available for sale before the end of the financial year. The cost of
inventories recognised as an expense, including the impairment value, and included in 'cost of sales' amounted
to £12.5m (2018: £10.9m).
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Notes to the Financial Statements
Notes to the Financial Statements
21. Trade and Other Receivables
21. Trade and Other Receivables (continued)
Gross trade receivables and unbilled receivables
Provision for impairment/non-payment of trade
receivables
Net trade receivables and unbilled receivables
Prepayments and other debtors
Other taxation
Total
Parent Company
Consolidated
2019
2018
2019
2018
£000’s
£000’s
£000’s
£000’s
8
-
8
55
35
98
817
33,724
31,349
-
(7,345)
(5,922)
817
26,379
25,427
94
9
2,951
100
4,087
282
920
29,430
29,796
Where a customer account is in credit this is included in contract liabilities (see note 29 Trade and
Other Payables).
The Group has identified that the amount of accrued income subject to estimation uncertainty is
approximately £1.1m.
The Group has a provision in place to set aside an allowance to cover potential impairment and non-
payment of trade receivables. An expected credit loss provision has been calculated on trade receivables in
accordance with IFRS 9 Financial Instruments. Some trade receivables are with customers who do not have
externally available credit ratings.
The movements on the provision for impairment and non-payment of trade receivables is shown below:
Movement on the provision for impairment and
non-payment of trade receivables
Balance at 1 January
Increase in allowance for impairment/non-payment
Impairment/non-payment losses recognised
Balance at 31 December
2019
£000’s
5,922
3,674
(2,251)
7,345
2018
£000’s
4,535
3,576
(2,189)
5,922
Trade receivables
31 December 2019
Contract
assets
Current
<30 days
Days past due
30-60
days
61-90
days
>91 days
Total
£000's
£000's
£000's
£000's
£000's
£000's
£000's
Expected credit
loss rate
Estimated total gross
carrying amount at
default
Expected credit
loss rate
-
-
-
5.5%
5.5%
12.4%
19.9%
70.9%
15,703
6,230
2,518
1,475
7,798
33,724
864
343
313
294
5,531
7,345
Trade receivables
31 December 2018
Contract
assets
Current
<30 days
Days past due
30-60
days
61-90
days
>91 days
Total
£000's
£000's
£000's
£000's
£000's
£000's
£000's
Expected credit
loss rate
Estimated total gross
carrying amount at
default
Expected credit
loss rate
-
-
-
3%
5%
8%
19%
53%
14,473
4,105
2,280
1,453
9,038
31,349
480
190
173
275
4,804
5,922
All trade receivables are designated as financial assets measured at amortised cost.
22. Cash and Cash Equivalents
Cash at bank and in hand
Short-term bank deposits
Security deposits
Total
Parent Company
Consolidated
2019
2018
2019
2018
£000’s
£000’s
£000’s
£000’s
5,603
309
-
-
-
-
9,476
952
3,239
8,040
3,081
4,541
5,603
309
13,667
15,662
As part of the bank loan agreements, the lenders require a minimum cash balance to be held in separate
reserve accounts, these balances are disclosed as "restricted deposit accounts" in non-current assets on the
Statement of Financial Position. Included within cash at bank and in hand for both the Parent Company and
the Group is £340,038 (2018: £215,579) in respect of monies held by the Good Energy Employee Benefits Trust.
The credit quality of cash and cash equivalents can be assessed by reference to external credit ratings
as follows:
AA
AA-
A+
A
B
BBB+
Total
Parent Company
Consolidated
2019
2018
2019
2018
£000’s
£000’s
£000’s
£000’s
-
-
5,509
-
94
-
-
215
-
-
94
-
95
-
-
215
10,032
10,501
1,000
397
2,143
1,000
406
3,540
5,603
309
13,667
15,662
Cash and cash equivalents are all financial assets designated as financial assets at amortised cost.
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Notes to the Financial Statements
23. Disposal Groups Held for Sale
Property, plant and equipment
Total assets
Carrying value
Consolidated 2019
Consolidated 2018
£000’s
-
-
-
£000’s
6,649
6,649
6,649
The property, plant and equipments assets held for sale at 31 December 2018 relate to the subsidiary Good
Energy Brynwhilach Solar Park Limited; the sale agreement was completed and this company was sold in the
year. They also related to a wind development project, residential property and a transformer. The residential
property was sold in the year, however despite active marketing a buyer was not found for the transformer
and wind development project. The assets' have been written down to a £nil value this year, have ceased to
be classified as held for sale, and therefore transferred to fixed assets. The transformer continues to be actively
marketed for sale, and if a buyer is found will reverse the impairment recognised as appropriate.
24. Share Capital and Share Premium
25. Deferred Taxation
The provision for deferred taxation is made up as follows:
Consolidated
At 1 January
Charged to the Consolidated Statement of
Comprehensive Income
Elimination on disposal of subsidiaries
Charged to equity
At 31 December
Deferred tax assets
Parent Company & Consolidated
Number of
shares issued and
fully paid
Share Capital
Share Premium
Account
At 1 January 2018
16,517,160
Proceeds from shares issued
54,361
At 31 December 2018
16,571,521
Proceeds from shares issued
49,724
At 31 December 2019
16,621,245
£000’s
826
3
829
3
832
£000’s
12,652
67
12,719
71
Total
£000’s
13,478
70
13,548
74
On short term timing differences
Losses
Interest deductible
Total
Deferred tax liabilities
12,790
13,622
On accelerated capital allowances
2019
£000’s
927
46
(70)
-
903
2019
£000’s
181
976
-
1,157
2019
£000’s
2,060
2018
£000’s
145
717
-
65
927
2018
£000’s
65
860
11
936
2018
£000’s
1,863
The ordinary shares are the only class of shares in the Company. Holders of ordinary shares are entitled to vote
at general meetings of the Company and receive dividends as declared. The Articles of Association of the
Company do not contain any restrictions on the transfer of shares or on voting rights.
In 2019, the Company issued 49,724 ordinary shares of 5p each for total consideration of £74,414 resulting in a
share premium of £71,928. This relates to two scrip dividend issues in lieu of full year and interim dividend cash
payments of 34,641 and 15,083 shares respectively (2018: 35,845 and 18,516 shares respectively).
Clarke Willmott Trust Corporation Limited holds in trust 293,270 (2018: 403,270) ordinary shares of the
Company for the present and the future beneficiaries of the Good Energy Group Employee Share Option
Scheme. These are deducted from equity as the Employee Benefit Trust shares shown in the Consolidated
and Parent Company Statements of Changes in Equity. During the year the Trust disposed of 110,000 (2018:
59,969) shares as a result of options exercised and acquired nil (2018: nil) shares.
A final dividend of 2.6p per share was proposed (2018: 2.5p). However, the Board has recommended
deferring the full year final dividend considering the ongoing COVID-19 pandemic and prudent
cashflow management.
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Notes to the Financial Statements
Notes to the Financial Statements
25. Deferred Taxation (continued)
26. Borrowings and Other Financial Liabilities
Accelerated
capital
allowances
Short-term
timing
differences
Losses
Interest
deductible
Total
£000’s
£000’s
£000’s
£000’s
£000’s
Deferred tax assets/(liabilities)
At 1 January 2018
(2,079)
123
1,811
Credited/(charged) to the income
statement
Elimination on disposal
of subsidiaries
Charged to equity
At 31 December 2018
Credited/(charged) to the income
statement
Elimination on disposal
of subsidiaries
(Charged) to equity
216
-
-
(1,863)
(267)
70
-
7
-
(65)
65
116
-
-
(951)
-
-
860
116
-
-
At 31 December 2019
(2,060)
181
976
-
11
-
-
11
(145)
(717)
-
(65)
(927)
(11)
(46)
-
-
-
70
-
(903)
Deferred tax on losses incurred pre 1 April 2017 has only been recognised to the extent that the relevant
companies which incurred the losses have sufficient deferred tax liabilities available for offset. Should deferred
tax be recognised on all such losses, the deferred tax asset and profit after tax would increase by £25,361.
Current:
Bank and other borrowings
Bond
Loans from Group companies
Lease liabilities
Total
Parent Company
Consolidated
2019
2018
2019
2018
£000’s
£000’s
£000’s
£000’s
50
395
7,330
27
411
3,595
3,528
-
1,951
395
-
711
2,668
3,595
-
-
7,802
7,534
3,057
6,263
Parent Company
Consolidated
2019
2018
2019
2018
£000’s
£000’s
£000’s
£000’s
Non current:
Bank and other borrowings
-
108
35,314
37,297
Bond
Lease liabilities
Total
16,757
17,167
16,757
17,167
33
-
4,673
-
16,790
17,275
56,744
54,464
The Group has undrawn bank overdraft facilities of £10,000,000 (2018 : £10,000,000) as at 31 December 2019.
This facility is secured by guarantees from Good Energy Limited, Good Energy Gas Limited and other Group
entities.
At 31 December 2019, £5,449,283 (2018: £6,193,641) of the bank loans relate to the Parent Company’s
subsidiary, Good Energy Delabole Wind Farm Limited and is secured by a mortgage debenture on that
company dated 16 January 2010 incorporating a fixed and floating charge over all current and future assets
of that subsidiary. The facility will be repaid from future cash flows arising from the wind farm of this company.
On 7 January 2011, the loan balance was transferred from the build phase to the repayment phase, with
repayments of capital and interest scheduled bi-annually over 15 years.
As part of the facility Good Energy Delabole Wind Farm Limited entered into a floating rate to fixed rate
interest swap. They were entered into at the same time and in contemplation of one another, have the same
counter-party, relate to the same risk and amortise concurrently. Given these circumstances and the fact that
there is no economic need or substantive business purpose for structuring the transactions separately that
could not also have been accomplished in a single transaction, these instruments are treated as one fixed rate
loan instrument. The fixed rate interest is payable at an annual rate of 7.15%.
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Notes to the Financial Statements
26. Borrowings and Other Financial Liabilities (continued)
26. Borrowings and Other Financial Liabilities (continued)
At 31 December 2019, £33,882,698 (2018: £34,990,240) of the bank loans relate to the Parent Company’s
subsidiary, Good Energy Generation Assets No. 1 Limited. The loan is secured by a mortgage debenture
on that company and its subsidiaries dated 17 December 2014, incorporating charges over the shares of
that company and those of its subsidiaries. The facility will be repaid from future cash flows arising from the
subsidiaries of that company with repayments of capital and interest scheduled quarterly over a period of 18
years commencing 17 December 2014. Interest is payable at 6.85% and the outstanding principal balance is
partially exposed if annual RPI inflation exceeds 3%. Costs incurred in raising finance were £2,754,299 (2018:
£2,754,299) and are being amortised over the life of the loan.
Parent Company
31 December 2019
Inter-
company
loan
Bond
Bank and
other
borrowings
Lease
liabilities
Total
£000’s
£000’s
£000’s
£000’s
£000’s
Due less than 1 year
7,330
395
Due between 1 and 5 years
-
16,757
Total
7,330
17,152
50
-
50
27
33
60
Parent Company
31 December 2018
Inter-
company
loan
Bond
Bank and
other
borrowings
(restated*)
Finance
lease
(restated*)
£000’s
£000’s
£000’s
£000’s
£000’s
Due less than 1 year
3,529
3,595
Due between 1 and 5 years
-
17,167
Total
3,529
20,762
345
50
395
65
58
123
7,534
17,275
24,809
*The 2018 Parent Company bank and other borrowings and finance leases amounts have been restated as
the finance leases values were incorrectly presented as bank and other borrowings and vice versa. This has
been corrected above.
7,802
16,790
24,592
Total
Consolidated
31 December 2019
Due less than 1 year
Due between 1 and 5 years
Due more than 5 years
Total
Consolidated
31 December 2018
Due less than 1 year
Due between 1 and 5 years
Due more than 5 years
Total
Bank and
other
borrowings
Bond
Lease
liabilities
Total
£000’s
£000’s
£000’s
£000’s
1,951
9,115
26,199
37,265
Bank and
other
borrowings
395
16,757
-
17,152
Bond
711
1,381
3,292
5,384
Finance
lease
3,057
27,253
29,491
59,801
Total
£000’s
£000’s
£000’s
£000’s
2,668
8,456
28,841
39,965
3,595
17,167
-
20,762
-
-
-
-
6,263
25,623
28,841
60,727
The fair values of borrowings have been calculated taking into account the interest rate risk inherent in the
loans and the bond. The fair value estimates and carrying values of borrowings (excluding issue costs) in
place at 31 December 2019 are:
2019
Fair
value
2019
Carrying
value
2018
Fair
value
2018
Carrying
value
£000s
£000s
£000s
£000s
Good Energy Delabole Wind farm Ltd
5,565
5,546
6,378
6,352
Good Energy Generation Assets No. 1 Limited
34,683
33,883
35,463
34,990
Corporate bond
17,309
16,785
20,353
20,409
Borrowings are designated as other financial liabilities held at amortised cost.
160
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Notes to the Financial Statements
Notes to the Financial Statements
27. Changes in Liabilities Arising from Financing Activities
29. Trade and Other Payables
1 January
2019
Recognition
of right of use
obligations
Cash flows
Other
31 December
2019
£000's
£000's
£000's
£000's
£000's
Current interest-bearing loans and
borrowings (excluding items listed
below)
Non-current interest-bearing loans
and borrowings (excluding items listed
below)
Current lease obligations
Non-current lease obligations
5,852
54,356
411
108
Total liabilities from financing activities
60,727
-
-
685
4,999
5,684
(6,311)
2,805
2,346
-
(2,285)
52,071
(769)
384
711
-
(434)
4,673
(7,080)
470
59,801
The 'Other' column includes the effect of reclassification of the non-current portion of interest-bearing loans
and borrowings, including obligations under leases to current due to the passage of time, and the effect of
accrued but not yet paid interest on interest-bearing loans and borrowings. The Group classifies interest paid
as cash flows from operating activities.
Parent Company
Consolidated
2019
£000's
68
180
-
-
-
2018
£000's
196
144
-
-
-
248
340
2019
£000's
1,277
28,751
1,297
18
4,144
35,487
2018
£000's
802
31,028
1,512
-
3,522
36,864
Trade payables
Accruals
Social security and other taxes
Other payables
Contract liabilities
Total
Trade payables, accruals and other payables are designated as other financial liabilities held at
amortised cost.
All of the contract liabilities in 2018 as shown above were recognised as revenue in 2019.
30. Dividends Paid
28. Provisions for Liabilities
Amounts recognised as distributions to shareholders in the year (based on the number of shares in issue at the
record date) are as follows:
A provision has been recognised for decommissioning costs associated with wind farms and solar parks owned
and operated by the Group. The value of the provision below wholly relates to the decommissioning provision.
The decommissioning provision is based on MWh or number of turbines for the respective generating sites.
Consolidated
1 January
Additions to provisions
Disposals
Charged to profit or loss
31 December
2019
£000s
1,446
-
(174)
22
1,294
2018
£000s
1,250
174
-
22
1,446
Final dividend for prior year of 2.50p per share
(2018: 2.30p)
Interim dividend for current year of 1.10p per share
(2018: 1.00p)
Sub-total
Dividends waived
Total
2019
£000’s
414
183
597
(13)
584
2018
£000’s
380
166
546
(14)
532
Dividends waived represent dividends that would accrue on shares held by the Good Energy Group Employee
Benefits Trust were they not held by the Trust.
A final dividend of 2.60p per share was proposed on 16 March 2020. However, the Board has recommended
deferring the full year final dividend considering the ongoing COVID-19 pandemic and prudent cashflow
management.
Of the total dividend distributed for the year, £74,414 (2018: £69,621) was paid in the form of scrip dividends
with the balance of £510,398 (2018: £461,714) settled in cash.
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Notes to the Financial Statements
Notes to the Financial Statements
31. Cash Generated from Operations
32. Share-Based Payments
Reconciliation of net income to net cash provided by operating activities:
Parent Company
Consolidated
2019
2018
2019
2018
£000’s
£000’s
£000’s
£000’s
Profit/(loss) before tax from continuing operations
(1,755)
Loss before tax from discontinuing operations
-
Profit/(loss) before income tax
(1,755)
305
-
305
1,258
(937)
321
2,304
(687)
1,617
Adjustments for:
Depreciation
Amortisation
Gain on assets disposals
Tidal Lagoon impairment
Fair value adjustment of contingent consideration
Net gain on financial assets at FVTPL
Provision against investments in and loans
to subsidiaries
Share based payments
Share of loss of associate
194
3
(765)
-
(72)
(15)
2,102
-
42
Dividend income from subsidiaries
(3,500)
(5,000)
150
3,467
2,948
-
-
500
-
-
-
358
-
487
1,435
-
(72)
(15)
-
81
42
-
858
-
500
-
-
-
358
-
-
In order to retain the services of key employees and to incentivise their performance, the Parent Company
operates the Good Energy Employee Share Option Scheme under which certain employees of the Group
are granted options to acquire Ordinary 5p shares at future dates. Costs in respect of these options of
£81,271 (2018: £357,633) are recognised in the Consolidated Statement of Comprehensive Income. As at 31
December 2019, the following options had been issued:
Number of options
Weighted average
exercise price
Total exercise
consideration
2019
2018
2019
2018
(Restated*)
2019
2018
(Restated*)
(Number)
(Number)
(£)
(£)
£000’s
£000’s
Outstanding at beginning
of year
1,627,271
1,368,347
0.81
0.96
1,321
1,318
Granted
Exercised
-
505,168
-
(110,000)
(58,369)
1.11
Cancelled/surrendered
(261,978)
(187,875)
0.67
0.05
0.26
0.04
-
(122)
(177)
25
(15)
(7)
Outstanding at the end
of year
1,255,293 1,627,271
0.81
0.81
1,022
1,321
*In the prior year, the correction of the number of share options brought forward were incorrectly overstated
by 40,000 and the total exercise consideration was not adjusted. This has been recalculated and the opening
total exercise consideration has been corrected from £1,681,000 to the correct figure of £1,318,243.
In order to partially fulfil the options granted, 293,270 (2018: 403,270) shares representing approximately
23% (2018: 25%) of the options outstanding have already been issued and held by Clarke Willmott Trust
Corporation Limited as the Trustee of the Good Energy Group Employee Benefits Trust. Dividends have been
waived on these shares.
Finance costs/(income) - net
1,011
783
4,244
4,345
Changes in working capital (excluding the effects
of acquisition and exchange differences on
consolidation)
Inventories
Trade and other receivables
Trade and other payables
-
822
(92)
-
(1,012)
(743)
366
6
(1,198)
346
2,682
4,415
Cash (outflow)/inflow from operations
(2,025)
(3,641)
8,146
18,069
164
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Notes to the Financial Statements
Notes to the Financial Statements
32. Share-Based Payments (continued)
34. Related Party Transactions
The options expire at various dates up to November 2028. Share options outstanding at the end of the year
have the following expiry date and exercise price:
Grant-vest
Expiry year
Exercise price in £ per
share options
Share options
(thousands)
2004-2007
2012-2015
2012-2015
2013-2016
2015-2017
2015-2017
2015-2018
2015-2018
2016-2019
2017-2020
2018-2021
2019
2025
2025
2026
2027
2027
2028
2028
2029
2030
2031
0.75
0.50
1.15
1.25
-
2.29
2.25
2.27
0.05
0.05
0.05
2019
-
189
104
169
22
200
50
-
10
87
424
1,255
2018
15
189
179*
189*
22
200
100
24
117
87
505
1,627
*in the prior year accounts these the number of share options for these two tranches were incorrectly
reported as 162,000 and 206,000. These have been corrected to reflect the actual number of shares in the
tranches at that time.
There were no share options granted in the current year.
See note 10 for the total expense recognised in the Income Statement for share options granted to Directors
and employees.
33. Pensions
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately
from those of the Group in an independently administered fund. The pension cost represents contributions
payable by the Group to the fund and amounted to £528,781 (2018: £458,538).
Contributions totalling £41,250 (2018: £57,630) were payable to the fund at the end of the financial year and
are included in other payables.
The Group has no further pension liability either realised or contingent and in line with the Group’s
environmental position all employer contributions are invested within a suitable fund.
During the prior period, the Group entered into an arm’s length agreement with Martin Edwards for the
provision of consultancy services related to the evaluation of emerging renewable energy technologies and
related products and services. The agreement commenced on 1 June 2018 and can be terminated by either
party on 1 months notice. The contracted annual value of the consultancy services is £18,000. Martin Edwards
is a Non-Executive Director of Good Energy Limited, and a former director of Good Energy Group PLC.
As at 31st December 2019, Tidal Lagoon Power Ltd owed the Group £21,791 in respect of electricity supplied
to its head office. The electricity was supplied by the Group in the ordinary course of its business and on arm’s
length rates and terms. The CEO of Tidal Lagoon Power Ltd is Mark Shorrock, the husband of Juliet Davenport.
£20,488 of this debt has been provided for through the Group's expected credit loss provision.
35. Subsequent Events
In March 2020 the outbreak of COVID-19 became a global issue. To date, the Group has not seen any
significant financial impact from the COVID-19 outbreak, however it continues to monitor the situation closely
throughout the coming weeks and months.
In light of the outbreak’s wide-ranging implications, the Group have undertaken a detailed going concern
review to ensure continued operations throughout the period affected, with a particular focus on cash flows
and business continuity plans.
The extent of this period of closure and the impact on the economy after lockdown are uncertain, but
downside scenario forecasting indicates impacts on customer energy usage and cash collection rates as
compared to the Board’s expectations prior to development of the Covid-19 pandemic. Despite the potential
impact on results, the Directors do not currently expect an impairment of goodwill, other intangibles, property,
plant and equipment and right of use assets, as there was significant headroom when an impairment test was
undertaken at the year end.
The Directors proposed a final dividend for the year of 2.6p per share. Due to the ongoing COVID-19 outbreak
the Directors have subsequently proposed to defer the payment of this dividend, to provide more flexibility in
the Group’s response to the pandemic. The Directors will continue to monitor the COVID-19 situation on an
ongoing basis and consider the payment of the final dividend.
On the 30th March 2020, the third tranche of the secured convertible loan notes granted to Next Green Cars
Ltd as part of the Zap-map investment was drawn down. At this time, the Group has the option to convert
these loan notes into shares which combined with the Groups existing holding will provide a majority stake in
the business. As such, the Group gained effective control of Next Green Cars Ltd from this date. No decision
has yet been made to convert the loan notes into equity.
The Directors have concluded that the latest developments up to the date of signing of these financial
statements have not provided further information about the circumstances existing at the reporting date,
therefore do not expect any adjustments to these financial statements to be made as a consequence.
As a result of the detailed review, the Directors have identified a material uncertainty that would cast
significant doubt on the Group’s ability to continue as a going concern, but have assessed that there is a
reasonable expectation that the Group will be able to continue in operation and meet its commitments as
they fall due over the going concern period. The detailed going concern review can be found in full per note
2.3, on page 107.
166
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Strategic ReportGovernance ReportFinancial StatementsGood Energy Annual Report 2019Financial statements
Directors and Corporate Resources
Directors
William Whitehorn (Non-Executive
Chairman)
Juliet Davenport (Chief Executive)
Emma Tinker (Non-Executive Director)
Timothy Jones (Non-Executive Director)
Nemone Wynn-Evans (Non-Executive
Director)
Rupert Sanderson (Chief Financial Officer)
Company Secretary
EVERSECRETARY LIMITED
Eversheds House
70 Great Bridgewater Street
Manchester M1 5ES
Company Number
04000623
Financial Advisors
Investec Bank plc
30 Gresham Street
London, EC2V 7QP
Bankers
Lloyds Bank
PO Box 112, Canons House,
Canons Way
Bristol BS99 7LB
The Co-operative Bank PLC
PO Box 101, 1 Balloon Street
Manchester M60 4EP
Legal Advisors
Norton Rose LLP
3 More London, Riverside
London, SE1 2AQ
Principal Place of Business and Registered
Office
Registrars
Monkton Reach
Monkton Hill, Chippenham
Wiltshire SN15 1EE
Independent Auditors
EY
The Paragon, 32 Counterslip
Bristol BS1 6BX
Computershare Investor Services PLC
The Pavilions, Bridgwater Road
Bristol BS99 6ZY
Notes to the Financial Statements
36. Subsidiary Undertakings Exempt from Audit
Good Energy Group PLC has provided the necessary parental guarantees under Section 479A of the
Companies Act 2006, to enable the following companies exemption from audit:
Directly held subsidiaries:
Good Energy Cedar Windfarm Limited
Good Energy Lanyon Solar Park (011) Limited
Good Energy Mapperton Solar Park (007) Limited
Good Energy Tidal Limited
Llangyfelach Community Solar Farm C.I.C
Worminster Down Somerset Community Solar Farm C.I.C
Good Energy Development (No.1) Limited
Good Energy Development (No.3) Limited
Good Energy Development (No.4) Limited
Good Energy Development (No.5) Limited
Good Energy Development (No.6) Limited
Good Energy Development (No.7) Limited
Good Energy Development (No.8) Limited
Good Energy Development (No.9) Limited
Good Energy Development (No.10) Limited
Good Energy Development (No.12) Limited
Good Energy Development (No.14) Limited
Good Energy Development (No.15) Limited
Good Energy Development (No.16) Limited
Good Energy Development (No.17) Limited
Good Energy Development (No.20) Limited
Good Energy Development (No.21) Limited
Good Energy Development (No.22) Limited
Good Energy Development (No.24) Limited
Good Energy Development (No.25) Limited
Good Energy Development (No.26) Limited
Good Energy Development (No.27) Limited
Good Energy Development (No.28) Limited
Good Energy Development (No.29) Limited
Good Energy Development (No.30) Limited
Indirectly held subsidiaries:
Good Energy Carloggas Solar Park (009) Limited
Good Energy Creathorne Farm Solar Park (003) Limited
Good Energy Cross Road Plantation Solar Park (028) Limited
Good Energy Hampole Windfarm Limited
Good Energy Lower End Farm Solar Park (026) Limited
Good Energy Rook Wood Solar Park (057) Limited
Good Energy Woolbridge Solar Park (010) Limited.
37. Generation Assets: Technical Data
Wind Farms
Hampole, South Yorkshire
Turbine manufacturer: Senvion
No. of turbines: 4
Installed capacity: 8.2MW
Turbine power output: 2.05 MW
Delabole, Cornwall
Turbine manufacturer: Enercon
No. of turbines: 4
Installed capacity: 9.2MW
Turbine power output: 2.3 MW
Solar Farms
Woolbridge, Dorset
Solar modules: Yingli
Nominal capacity DC: 4,996 kWp
168
Solar Farms (continued)
Creathorne, Cornwall
Solar modules: Yingli
Nominal capacity DC: 1,841 kWp
Rook Wood, Wiltshire
Solar modules: ReneSola
Nominal capacity DC: 4,981 kWp
Lower End, Wiltshire
Solar modules: Jinko Solar
Nominal capacity DC: 4,999 kWp
Crossroads, Dorset
Solar modules: Jinko Solar
Nominal capacity DC: 4,999 kWp
Carloggas, Cornwall
Solar modules: ReneSola
Nominal capacity DC: 8,304 kWp
Good Energy Annual Report 2019
Annual Report & Accounts 2019
Good Energy Group PLC
Monkton Reach
Monkton Hill
Chippenham
SN15 1EE
group.goodenergy.co.uk