GLOBAL REACH
GLOBAL IMPACT
INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
WHAT DOES GLOBAL
REACH, GLOBAL IMPACT
MEAN TO US?
GLOBAL REACH
Inmarsat was founded on the vision of seamless,
reliable, globally available communications.
This focus remains at the heart of our business
and today with the successful introduction of our
fastest and most powerful high-speed broadband
service – Global Xpress – we remain at the
forefront of global connectivity. Our services
reach across every continent and every ocean,
ensuring that wherever our customers are located
– on land, at sea and in the air – they can be
assured that Inmarsat is ready and available to
support their operation.
Scan the image montage above using the
Inmarsat App to watch our Global Reach,
Global Impact video.
GLOBAL IMPACT
For all our customers, reliable connectivity –
from voice services to high-speed broadband –
is a crucial enabler. We continually invest in our
networks and work with a unique community of
partners to deliver a suite of solutions that are
specific to each sector. Through this strategy,
we provide an environment in which ship operators
can deploy advanced technologies to improve
efficiency; we bring new opportunities for airlines
to augment cockpit communications and deliver
a new era in passenger services. And, across our
other core sectors, we are delivering globally
available services tailored to make a real difference.
ABOUT
INMARSAT
Inmarsat is the world’s leading mobile satellite
communications company. Our global reach delivers
connectivity to even the most remote locations on earth.
Our global impact is felt by businesses, governments and
individuals who rely on our space-enabled technology to
meet the rapidly evolving demands of our increasingly
connected world – on land, at sea or in the air.
WHAT’S
INSIDE
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
52 Board of Directors
55 Report of the Directors
58 Corporate governance report
72 Relations with shareholders
73 Remuneration report
93 Directors’ responsibility statement
Independent Auditors’ report
95
100 Consolidated income statement
100 Consolidated statement of
comprehensive income
101 Consolidated balance sheet
102 Consolidated statement of changes in equity
103 Consolidated cash flow statement
104 Notes to the consolidated
financial statements
133 Company financial statements
136 Notes to the Company financial statements
137 Glossary
139 Additional information
OVERVIEW
IFC About Inmarsat
IFC What does Global Reach, Global Impact
mean to us?
Investor proposition
01
01
Financial highlights
01 Business highlights
02 At a glance
04 Chairman’s review
STRATEGY
06 Chief Executive’s review
13 Our key performance indicators
14 Our markets
18 Our business model
20 Our strategy
22 Resources and relationships
Business reviews:
28 Maritime
32 Enterprise
36 Aviation
40 Government
44 Financial review
48 Risk management
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INVESTOR
PROPOSITION
STRATEGIC REPORT
GOVERNANCE
FINANCIAL STATEMENTS
01
GLOBAL MOBILE CONNECTIVITY ON LAND, AT SEA AND IN THE AIR.
WE ARE IDEALLY POSITIONED TO SEIZE THE OPPORTUNITIES...
For more than 35 years, Inmarsat has been reliably delivering seamless, resilient and highly secure
communication services to customers on the move. Our wholly-owned satellites and network uniquely
provide these services on a seamless global basis.
In global mobile broadband, we have the first and only global mobile Ka-band network, Global Xpress,
offering a truly seamless high-speed broadband experience – a unique play on the explosive growth in
broadband demand.
In airline passenger connectivity, we are uniquely positioned to seamlessly deliver reliable broadband
globally and our European Aviation Network will deliver the world’s most consistent and powerful passenger
broadband experience.
These opportunities build upon our leading market position in the highly resilient, lower bandwidth global
mobile satellite communication services that many customers require.
And through our focused investment in innovation, we will continue to deliver market-winning solutions
to our customers… much more than capacity and connectivity.
...TO DELIVER VALUE FOR OUR SHAREHOLDERS.
We have increased the dividend in each of the last 10 years and have delivered material capital growth
for our shareholders in 10 years as a public company.
READ MORE
BUSINESS MODEL P18
FINANCIAL
HIGHLIGHTS
TOTAL REVENUE ($m)
1,274.1
1,261.9 1,285.9 1,274.1
EBITDA ($m)
726.0
DIVIDEND PER SHARE (¢ ($))
51.39
701.0
726.0
648.8
46.61
48.94
51.39
2013
2014
2015
2013
2014
2015
2013
2014
2015
BUSINESS
HIGHLIGHTS
SECOND AND THIRD INMARSAT-5 SATELLITES
SUCCESSFULLY LAUNCHED
GLOBAL COMMERCIAL SERVICE INTRODUCTION OF HIGH-SPEED
MOBILE BROADBAND GLOBAL XPRESS SERVICES
SIGNIFICANT STEPS TAKEN TOWARDS DELIVERING
TRANSFORMATIONAL AVIATION CONNECTIVITY OPPORTUNITIES
CONTRACT PLACED FOR TWO DUAL PAYLOAD
INMARSAT-6 SATELLITES
02 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
AT A GLANCE
POWERING GLOBAL CONNECTIVITY
WHO WE ARE
Inmarsat is the leader in global, mobile satellite communications services.
Every hour of every day our voice and broadband solutions are deployed by
governments, commercial enterprises and humanitarian organisations across
the world. On every continent, across every ocean and in the sky, Inmarsat’s
wholly-owned and operated satellite constellations are delivering unparalleled
reliability to support mission-critical communications, ensure safety on land,
sea and air, drive innovation and bring new economic and social benefits to
even the most isolated communities.
SPLIT OF REVENUE*
(as % of Group)
* Excluding Central Services revenue
OUR CORE VALUES
These are the foundations for how we aspire to behave in every aspect of our
working life at Inmarsat. Read more on page 23.
SPLIT OF EBITDA*
(as % of Group)
MARKET-DRIVEN
OPEN
ENTERPRISING
PASSIONATE
* Excluding Central Services EBITDA
Maritime
Government
Enterprise
Aviation
Maritime
Government
Enterprise
Aviation
51%
24%
14%
11%
53%
22%
13%
12%
MARITIME
REVENUE (as % of Group)
51%
ENTERPRISE
REVENUE (as % of Group)
14%
Powered by our advanced satellite networks and bespoke solutions that can
optimise a vessel’s entire operation, we offer the most dependable and versatile
communications solutions to the maritime industry. Our services are secure,
globally available and helping to drive a revolution in vessel performance,
safety and crew welfare. From the largest commercial fleets to coastal vessels,
our services are based on a unique appreciation of the challenges of living and
working in a maritime environment.
From oil and gas rigs in harsh oceans to utility companies protecting their
distribution networks, and from journalists broadcasting live from trouble spots
to humanitarian agencies coordinating relief efforts in disaster zones, Inmarsat
delivers instant, powerful communications across every environment and on
every continent. Commercial organisations and humanitarian groups rely on
Inmarsat to be always there and always available.
ACTIVE FLEETBROADBAND VESSELS
ACTIVE M2M TERMINALS
2014
40,469
2015
41,942
+4%
2014
2015
292,660
326,090
+11%
03
OUR LONG-TERM INVESTMENT FOR FUTURE GROWTH
Inmarsat is a world-leading commercial satellite operator with several hundred years
of experience among its team of world-class satellite engineers. We have consistently
flown our satellites beyond their original life expectancy and we have a flawless launch
record over the last 25 years.
Expected operational life
1
9
9
0
2
0
0
0
2
0
1
0
2
0
1
5
2
0
2
0
2
0
3
0
2
0
4
0
INMARSAT-3
L-BAND
Five satellites
launched 1996-98
INMARSAT-4
L-BAND
Four satellites
launched 2005-13
F1
F2
F3
F4 (ALPHASAT)
INMARSAT-5
KA-BAND
Three satellites
launched 2013-15
F1
F2
F3
INMARSAT-5
KA-BAND
F4
EAN SATELLITE
S-BAND
INMARSAT-6
L- AND
KA-BANDS
F1
F2
AVIATION
REVENUE (as % of Group)
11%
From the cockpit to the cabin, Inmarsat is fuelling a new era of innovation for
commercial airlines and business jet operators. The combination of our globally
available SwiftBroadband and GX Aviation services, soon to be joined by our
new European Aviation Network (EAN), which will deliver the world’s most
powerful passenger connectivity service, means we are the partner of choice
for airline connectivity across every continent.
GOVERNMENT
REVENUE (as % of Group)
24%
For decades, Inmarsat has been a trusted partner to the US Government
and today we support over 100 nations around the world. We augment a
government’s existing communications networks and ensure that, wherever
they need to be, our secure, reliable and powerful mobile satellite networks
are readily available. Through our mission-critical voice, video and data
communications solutions, we support governments in maintaining their
security, in ensuring public safety, and in delivering a range of remote health,
education and other crucial services in regions where high-quality terrestrial
networks are not available.
ACTIVE SWIFTBROADBAND SIMS
NEW COUNTRIES
2014
5,500
2015
7,200
+32%
+32
NEW TERRITORIES ENTERED SINCE 2012
IN FLIGHTPLANNEDFINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 04 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CHAIRMAN’S REVIEW
A YEAR OF STRATEGIC PROGRESS
2015 OVERVIEW
This, our tenth year as a listed company, has been
a year of transition, preparation and investment in
what we firmly believe will be the next phase of
growth in the global mobile satellite sector. While
we were disappointed in the delays in the final
deployment of our new Global Xpress constellation
and in the continued spending constraints that our
government, oil and gas and maritime customers
have experienced in 2015, we were, at the same
time, quite pleased with the resilience of our
diversified business and the progress that we’ve
made in moving our customers to higher bandwidth
data services overall. In our Aviation business,
segments of our Government business and with our
first customers using our new Global Xpress service
we did well.
Underpinning all of this is a progression to higher
bandwidth services which we believe is inevitable.
It is clear that customers in areas not fully served by
terrestrial wireless networks still demand the same
need for broadband connectivity. Our focus remains
on serving customers in those remote environments
with uniform global mobile or portable connectivity
that is highly reliable. The mission-critical applications
our services are used for have a broad range of
connectivity requirements, but more and more it is for
higher bandwidth, lower and more predictable prices,
smaller and lower cost terminals and high levels
of reliability.
Reflecting on our tenth year as a listed company,
we are proud to note for our investors that since
our IPO in 2005 to the end of December 2015, our
share price has increased 364%, our dividend has
had a healthy increase each and every year and
our total shareholder return (TSR) during this
period was 584%. This compares with a TSR for the
FTSE 250 of 217% and 81% for the FTSE 100; and is
also strongly favourable to our industry indices.
While we are pleased with the returns we’ve been
able to deliver to our shareholders, we have done
this alongside both maintaining the quality of
services that we deliver and investing in the future.
In the next section Rupert Pearce, our CEO, will
highlight our performance more broadly in 2015,
and our plans for 2016 and beyond. He and the
senior management team continue to innovate
around their identified business unit needs. The
most fundamental illustrations of that are our new
satellite constellations, both Global Xpress and
the newly announced Inmarsat-6 programme.
However, a breakthrough in offering enhanced
European aviation connectivity, at significantly
increased data speeds, was also announced in the
form of our new European Aviation Network
partnership with the leading European telecoms
firm, Deutsche Telekom. This is an example of an
extension of our satellite services through a hybrid
system to more effectively serve our aviation
customers. We expect to invest more in this rapidly
growing aviation segment in the years ahead.
ANDREW SUKAWATY CHAIRMAN
CHAIRMAN’S REVIEW IN SUMMARY
FINAL DIVIDEND AND FULL-YEAR DIVIDEND INCREASES
NEW BOARD DIRECTORS BRING NEW PERSPECTIVES
OUR DIVERSIFIED BUSINESS IS RESILIENT
CONTINUED FOCUS ON SAFETY SERVICES
PLANNING FOR THE NEXT PHASE OF GROWTH
CONTINUED INVESTMENT IN NEW SATELLITES AND NETWORKS
CUSTOMER MARKET SEGMENT FOCUS DRIVES INNOVATION
05
BOARD OVERVIEW
Our Board confirms the Annual
Report is fair, balanced and
understandable
We have a majority of independent
Directors with diverse and
complementary experience
and skills
We completed an external Board
Evaluation review in 2015 with
positive findings
We created a new Board
Committee – the Telecoms
Regulatory Committee
Non-Executive Director
succession planning remains
a focus
READ MORE
CORPORATE GOVERNANCE
REPORT P58
In October we were honoured to
host a visit by the Chinese
President, Xi Jinping, to our
Inmarsat headquarters in
London.
Of course safety services in both maritime and
aviation remain core to what we do. In both of these
services we are investing in the next generation and
enhancements to ensure that seafarers and
aircraft, flying over oceans and remote areas
globally, have the benefit of the latest technologies
to keep them safe.
BOARD ACTIVITIES
During the course of 2015, we also evolved
our Board membership by bringing on new
independent members and by the retirement
of one of our long-time valued members of the
Board. This process will result in the continued
independence of our Board and allow for a
continuity of work along the way. This year we
were pleased to welcome two new members to
our Board: Robert Ruijter, who is our new Audit
Committee Chairman and Dr Hamadoun Touré,
former Secretary General of the ITU (see their
biographies on pages 52-54). In addition, we have
formed a new Committee of the Board, the
Telecoms Regulatory Committee, which will allow us
to focus on vital telecoms regulation globally with
our Directors who have a wealth of experience in
this highly specialised and relevant geopolitical
arena for us.
John Rennocks, our Deputy Chairman, decided
to retire from the Board in November 2015. We
thank John for his invaluable contributions over
the years to the success of Inmarsat as a business.
Dr Abe Peled has stepped into the role of Senior
Independent Director. In addition, at the start of
2015 I stepped into the role of Non-Executive
Chairman. The Corporate governance report on
pages 58 to 71 summarises the changes that we
have made to the Board over the course of the
year and notes our intentions for succession
planning before the 2017 AGM. A summary of the
external Board evaluation we recently completed
is also included in this Report.
In October we were honoured to host a visit by the
Chinese President, Xi Jinping, to our Inmarsat
headquarters in London. This was in conjunction
with his State visit to the UK. After 35 years of
working closely with our Chinese partners in the
delivery of emergency services, maritime safety
services and more commercial services to Chinese
users, we were pleased to be recognised in this way.
PERFORMANCE
In 2015, our Aviation business unit performed
very strongly and within our government market
sector, the US Government business also showed
improvement in the underlying trends. Our
Maritime business was flat overall and underlying
revenues in our Enterprise business increased.
These four market sectors contributed to overall
Mobile Satellite Services and other revenues of
$1,185.5m, with the balance of our revenues made
up of payments received from a collaboration
agreement with a US operator, LightSquared,
now called Ligado Networks. With prudent cost
management and despite a year of significant
investment in the business in terms of both
infrastructure and employee training, our level
of EBITDA was favourable against last year.
This performance has allowed us to continue
increasing our dividend payments with a 5%
increase on the final dividend on last year to
31.78 cents which gave a total dividend for 2015
of 51.39 cents. This is a 5% increase for the full year
dividend compared to 2014. We have increased
our dividends every year since our IPO in 2005.
Rupert and the senior management team have
managed the Company well through a year of
transition and significant investment. The Company
is well positioned in markets on land, at sea and in
the air – business sectors the market analysts
expect to grow over the long term. It is not without
operational and competitive challenges, but we
think our market-focused approach, along with the
assets we continue to put in place, will allow us to
continue to grow profitably in the years ahead.
Thank you to our customers for continuing to rely
on us, we do not take this for granted. Thank you to
our entire global workforce for continuing to work
tirelessly to deliver reliable services. And of course,
thank you also to our shareholders for your
continued support for Inmarsat.
ANDREW SUKAWATY
Chairman
3 March 2016
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 06 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CHIEF EXECUTIVE’S REVIEW
INVESTING FOR FUTURE GROWTH
2015 has been a time of concerted effort and
achievement in a transitional year en-route to
the establishment of our new global Inmarsat-5
network, which we expect to help deliver new
growth prospects and new sector opportunities.
07
Q. WHAT WOULD YOU DESCRIBE AS THE
MOST IMPORTANT ACCOMPLISHMENTS
AT INMARSAT IN 2015?
A. Undoubtedly the highlight of 2015 was the
successful launch of our Inmarsat-5 satellite
constellation to provide global coverage, which we
brought into commercial service at the end of the
year. We encountered delays to our launch plans in
2015, caused by successive Proton launch failures
prior to our planned launch dates, but we
eventually launched our second and third
Inmarsat-5 satellites in February and August 2015,
respectively. These launches set the stage for us
to deliver meaningful Global Xpress (GX) service
revenues in 2016, as we move from a transition
period into the beginning of what we hope will
be a substantial transformation in our growth
through the diversification of our business and the
introduction of exciting new products and services.
We also delivered good progress in our plans to
deploy our European Aviation Network (EAN),
a hybrid, integrated satellite/air-to-ground (ATG)
network operating in the S-band. This will bring
high-speed broadband to the European
commercial and business aviation markets.
In September 2015, we announced a partnership
with Deutsche Telekom to deliver a pan-European
ATG network, which will be fully integrated with the
S-band satellite being built for us by Thales Alenia
Space. During the year we completed development
contracts with other core suppliers for the EAN’s
satellite antenna, ATG antenna and satellite ground
network. The EAN will operate on an integrated
basis with our global GX aviation services, to
provide our customers with the world’s broadest,
most capable aviation connectivity network. We
are very encouraged that customer interest in
these future aviation services remains strong and
we were delighted that in October 2015 the
Deutsche Lufthansa Group committed their
European short-haul fleet (Europe’s largest) to
our GX services and announced that it intended
to be the first airline to trial the EAN service when
it becomes available, expected in 2017.
In November last year, Singapore Airlines also
confirmed GX as its preferred service on its global
A380, A350 and B777 fleets. In 2016, we will move
into installation of GX for these new customers.
RUPERT PEARCE CHIEF EXECUTIVE OFFICER
STRATEGIC SUCCESSES
Successful launch of our Inmarsat-5 satellites to provide global coverage
Creating the pathway to deliver the world’s first superfast mobile broadband network
from one operator
Good progress to deploy our integrated satellite/air-to-ground European
Aviation Network
Leading aviation companies commit to deploy our next-generation services
Contracted to two hybrid L-band and Ka-band Inmarsat-6 satellites providing
services beyond 2030
READ MORE
OUR STRATEGY P20
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 08 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CHIEF EXECUTIVE’S REVIEW
CONTINUED
Finally, in late December, we entered into a
contract with Airbus Defence and Space for the
manufacture of two Inmarsat-6 spacecraft. These
new satellites will be launched into orbit in the early
2020s to begin the replacement of the ageing
Inmarsat-4 satellites. While the principal role of the
first two Inmarsat-6s therefore will be to maintain
our existing L-band service revenues, we have also
taken the opportunity both to modernise and
develop the Inmarsat-6 L-band payloads, which will
allow us to upgrade and develop our future L-band
services, and to add a Ka-band payload on each
satellite, to provide rich, new GX services to keep
our GX service offerings in the vanguard of our
industry during the 2020s.
There were many other operational achievements
during the year, but these three network-related
activities in 2015 undoubtedly set us up well to
increase our profitable growth rates in the years to
come and so are particularly important. Of course,
we can’t talk about achievements in 2015 without
mentioning the visit of the Chinese President, Xi
Jinping, to our London headquarters in October.
We were greatly honoured by the visit of President
Xi and his welcoming and attending parties, which
included HRH The Duke of York and senior British
and Chinese Government ministers. This was a
chance to reflect on Inmarsat’s more than 35 years
of trusted engagement with China across many
sectors, and indeed, we believe that our new GX
services will continue to build on that close
cooperation. This was evidenced by us signing
a MoU with the Chinese organisation CTTIC to
explore the delivery of GX services together in
China and the strategic ‘One Belt One Road’ region.
Q. HOW DID THE BUSINESS PERFORM
AGAINST ITS KEY PERFORMANCE
INDICATORS FOR THE YEAR?
A. Tony Bates, our CFO, covers the detail of the
financials and there are financial summaries
provided for each of the business segments as well.
I will therefore focus on some key overall comments.
Total Group revenues were flat against last year
excluding disposals. We were pleased to see growth
in revenues from our Aviation and Enterprise
businesses (after adjusting for disposals made
in 2014). Maritime revenues were little changed,
with strong growth in our two key products –
FleetBroadband (FB) and XpressLink, continuing
to be offset by the expected ongoing decline in the
non-core legacy maritime product suite.
Looking at each of the business sectors, Maritime
has delivered on many of its core ambitions with
continued strong growth in FB subscribers,
revenues and average revenue per user (ARPU).
Subscriber growth slowed over the year, due to the
increased scrappage of older ships and lay-ups of
younger ships which impacted on growth in new
installations and accelerated the decline in our
legacy services on older vessels. We are confident
of launching new FB services in the near future that
will begin the process of broadening the maritime
markets we serve. Similarly, we saw continued
excellent progress in our XpressLink service (our
bridging product to GX) serving the maritime VSAT
markets, and we have now grown a base of over
2,400 installed ships and an installation backlog of
ships, which we will begin to migrate to the maritime
version of our GX service, called Fleet Xpress, in
2016. We also continue to operate in difficult
market conditions, with global trade stagnant and
the merchant maritime sector and Oil and Gas
market mired in recession.
Our Government activities continue to decline
year-on-year as a result of materially lower troop
deployment among our core traditional customers
and a reduction in government commercial
satellite expenditure generally. Despite this
pronounced market slowdown, our Government
business has outperformed almost all of its
competitors this year and the fact that our
business only declined 10% year-over-year
actually represents a solid performance in
attritional conditions. Our relative success has
been founded on a three-pronged strategy to
diversify our government customer base into
new verticals, to internationalise by entering
some eight new geographies in the year and to
bring new government-centric product and service
innovation to market. We have also been helped by
strong early endorsement of our new commercial
and military GX services by thought-leading
government customers, which augurs well for
the future.
Underlying Enterprise revenues grew if you remove
the effect of the retail energy assets we sold in
2014. We continue to build momentum for new
evolutions of our BGAN portable data service and
our voice service performed well, despite a
manufacturing issue for our IsatPhone 2 voice
service which led to a temporary suspension of
sales in Q3. There is strong growth potential for
our machine-to-machine (M2M) services, and we
had an installed base across all M2M product lines
of 326,000 terminals at the year end. We will
continue to innovate in this area in the future.
We remain confident that our strategic partnership
with RigNet in the energy and resources sector will
flourish on the back of the launch of GX services
into this sector in 2016.
Aviation made excellent progress in 2015 alongside
the excitement of early GX customer interest for
passenger connectivity and the strong progress in
There is strong growth potential
for our machine-to-machine
services. We will continue to
innovate in this area in the future.
09
EXECUTIVE MANAGEMENT BOARD
RUPERT PEARCE
CHIEF EXECUTIVE OFFICER
TONY BATES
CHIEF FINANCIAL OFFICER
ALISON HORROCKS
CHIEF CORPORATE AFFAIRS OFFICER
AND COMPANY SECRETARY
LEO MONDALE
PRESIDENT, AVIATION BUSINESS UNIT
GREG EWERT
PRESIDENT, ENTERPRISE BUSINESS UNIT
DEBBIE JONES
CHIEF PEOPLE OFFICER
RUY PINTO
CHIEF OPERATIONS OFFICER
MICHELE FRANCI
CHIEF TECHNOLOGY OFFICER
PAT MCDOUGAL
CHIEF STRATEGY OFFICER
RONALD SPITHOUT
PRESIDENT, MARITIME BUSINESS UNIT
PETER HADINGER
PRESIDENT, US GOVERNMENT
BUSINESS UNIT
CHRIS MCLAUGHLIN
CHIEF MARKETING OFFICER
ANDY START
PRESIDENT, GLOBAL GOVERNMENT
BUSINESS UNIT
the EAN that I referred to earlier, delivering
excellent year-on-year revenue growth, with
especially strong growth in the business aviation
services (BAS) sector. Our core Inmarsat-4 data
service, SwiftBroadband, now represents two-thirds
of aviation revenues and has become a very
successful product in the business and general
aviation sectors, as well as a forerunner of GX
passenger connectivity services in the commercial
air transport sector. We also made good progress in
aviation safety services in 2015, trialling our new
service platform, SwiftBroadband Safety, on several
commercial platforms (preparatory to commercial
service introduction in 2016) and announcing new
service offerings including free tracking, enhanced
tracking and ‘black box in the cloud’, which we
believe will make a major contribution to enhanced
global aviation safety in the future. Finally, we also
progressed our potential involvement in future
European air traffic management (ATM) systems,
via the IRIS programme in partnership with the
European Space Agency.
We are entitled to receive payments from
LightSquared (a US company) in accordance
with a Cooperation Agreement with them regarding
spectrum use over North America. This
arrangement has been ongoing for some time,
even while LightSquared was in Chapter 11
bankruptcy protection; it emerged successfully
from this process at the end of 2015. During 2015
we accounted for five payments from LightSquared
(which we accounted for as ‘other income’).
We look forward to the end of Q1 2016, when
LightSquared will decide the amount of spectrum
it will opt for under the current Agreement.
We are preparing to support that outcome so
that we continue to derive financial value from
the Agreement which exists between us, and will
deliver revenues and EBITDA contributions for
many years, while also ensuring that our own
services can grow in North America alongside
the LightSquared business.
Q. WHAT WERE THE CHALLENGES THIS
YEAR AND HOW DID THE BUSINESS
RESPOND?
A. As a pioneer of new technology in the satellite
industry, we don’t shy away from difficult
technological challenges, as they can present
us with great business opportunities.
The biggest challenge we faced this year has been
the completion of the Inmarsat-5/Global Xpress
programme, an immensely complex challenge that
we initiated in 2010 when we went under contract
with Boeing for three Inmarsat-5 satellites. Five
years later, the programme is nearing completion
but remains enormously demanding in many
different areas. GX is the world’s first global
superfast mobile broadband network and
associated with such a service revolution are
immense technological, logistical and operational
challenges. Many Inmarsat-5 programme
deliverables remain out of our sole control, which
means that success demands strong collaboration
skills, patience and agility from us. I’ve already
mentioned in another answer the impact of the
launch delay for two of our Inmarsat-5 satellites
which pushed back the launch of global
We don’t shy away from difficult
technological challenges as
they present great business
opportunities.
commercial services for GX cumulatively by some
nine months. Fortunately, we had previously put
in place bridging capabilities in the maritime and
government sectors and so throughout the delay
we were able to sell regional GX government
services as well as XpressLink services to the
maritime sector, maintaining momentum towards
the rollout of GX services on a global basis.
Similarly, it has been highly challenging to establish
the EAN, the world’s first integrated satellite/ATG
network. The challenges are principally
technological and regulatory. From a regulatory
perspective, we need (with the support of national
authorities and the European Commission) to
develop a coherent and supportive regulatory
framework for a hybrid satellite ATG network across
the 28 member states of the European Union.
And from a technological perspective we need
to integrate cutting-edge satellite and ATG
networks to develop powerful, agile, capable and
complementary service offerings that can deliver
high value-added aviation passenger connectivity
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT > Launch Inmarsat-5 F4, a satellite initially
> Aviation: implement the Deutsche Lufthansa
and Singapore Airlines programmes and secure
a number of further launch customers for GX
aviation services and the EAN, while growing our
global BAS services and introducing SB Safety.
> Government: deliver a fast start to global GX
sales to the US and international government
customers, while continuing to diversify,
internationalise and innovate.
> Enterprise: launch GX services into the energy
and resources segment on the back of our
strategic partnership with RigNet, while driving
our services into the transportation, agriculture,
M2M, smart cities, e-commerce and new
media segments.
> Ensure successful 2016 Inmarsat Developer
and Global Partner Conferences, extending
and enriching the ‘Inmarsat ecosystem’
> Reorganise our business to make us faster, easier
and simpler to do business with, including the
introduction of improved business processes.
> Ensure our staff are motivated and empowered
to deliver the Company’s objectives, and
supported to achieve this through learning and
development training opportunities, improved
processes and systems to be more efficient and
effective, allowing them to work with our partners
to achieve success.
The successful execution of these plans will
transform our business and ensure we are well
positioned for the future.
manufactured as a launch spare (to insure
against a launch failure of one of the first three
Inmarsat-5s) but which can now be launched to
provide in-orbit redundancy as well as
incremental global Ka-band capacity.
> Complete the manufacture of our S-band
satellite (to be launched in 2017) and maintain
the pace of development of the EAN technology
programmes (and associated European
regulatory environment) to be on track for full
service availability of the hybrid, integrated
satellite/ATG services across Europe by
mid 2017.
> Establish the Inmarsat-6 programme with Airbus
for our next-generation L-band services
platform and GX evolution pathway.
> Operationalise our application and service
collaboration and delivery platform, Inmarsat
Gateway, to support our certified application
partner initiative.
> Deliver on a number of important product and
service development initiatives, to maintain
Inmarsat services at the cutting edge in the
markets that we serve.
> Ensure an even greater focus in 2016 on cyber
security, with an intention to make further strides
towards being best-in-class in cyber resilience
and develop cyber-as-a-service capabilities.
OPERATIONAL PROGRESS:
> Maritime: commence the transition of
XpressLink to Fleet Xpress (the GX maritime
service) and execute a fast start to the launch
of GX services to the global maritime segment,
while maintaining FB growth and the global
launch of new maritime services such as Fleet
One and Fleet Media.
10 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CHIEF EXECUTIVE’S REVIEW
CONTINUED
and other aviation services seamlessly across
the entire European landmass and coastal regions.
We are meeting these challenges by working very
closely with the European Commission and
European telecommunication regulators, and by
establishing a unique coalition of leading European
innovators and industry in key geographies.
Q. WHAT ARE YOUR KEY PRIORITIES
OVER THE NEXT 12 MONTHS?
A. 2016 is a year in which we aim to complete
several important infrastructure programmes,
and commence others, and begin an operational
transformation that begins to positively impact
our financial performance. We see it as ‘a year of
transformation’ because the Inmarsat at the end
of 2016 will have evolved significantly from the
Inmarsat of today. Let’s look at what is driving
this transformation:
INFRASTRUCTURE PROGRAMMES
In 2016 we plan to:
> Complete the initial phase of the global launch
of GX services by launching the many different
varieties of GX services. We must bed down the
global end-to-end network and the products
and services running across it, as well as the
global service delivery and channel to market
capabilities that we have put in place in recent
years. By the end of 2016, our intention is that
GX is well-established in the marketplace as a
highly reliable, cutting-edge service with high
relevance to a diverse range of customers.
In 2016, our Maritime business
will commence the transition of
XpressLink to Fleet Xpress and
execute a fast start to the
launch of GX services to the
global maritime segment, while
maintaining FleetBroadband
growth and the global launch of
Fleet One and Fleet Media.
11
We will continue to invest to
capture emerging high-growth
markets, such as aviation
passenger connectivity.
Q. WHAT ARE THE KEY RISKS TO
ACHIEVING INMARSAT’S STRATEGY?
A. Risk comes hand-in-hand with business
opportunity. As such we do not regard risk as
something to be driven out of our business but
rather as something to be identified and intelligently
assessed and managed. As such, we operate a
sophisticated, organisation-wide risk management
process which is fully integrated into Executive
Management, Board and Audit Committee meetings
and discussions.
Business risk exists throughout our activities and
ranges from classical ‘black swan’ events such as
major network outages caused by terrorism or
another dramatic event, through to systemic
technology-related risks such as a major cyber
intrusion or unilateral technology failure (leading
for example to a total satellite loss), to the normal
financial, competitive, operational and market risks
borne by any company operating in the technology
sector. We have contingency plans in place for
such events.
Looking ahead to 2016, our key strategy execution
risks are as follows:
> We are in the middle of implementing a number of
major global technology platforms, including GX,
the EAN and the Inmarsat Gateway. Delivering
those platforms on time, to budget and to
commercial expectations is crucial for our future
growth and diversification strategy; we have
established our planning and procedures to
deliver these platforms.
> As global mobile broadband trends continue to
position mobile satellite broadband as an
important enabler, not only in markets we have
served in the past but also for new emerging
opportunities, we see competition intensifying to
serve those commercial opportunities. This
makes it important that we can compete
powerfully for market share and customer loyalty
through core network and product innovation,
through the provision of value-added services
and solutions, and through intimate, agile and
committed channels to market.
Q. WHAT ARE THE SIGNIFICANT
OPPORTUNITIES FOR 2016?
A. We believe that our very significant investment
in recent years in new, highly innovative
communications platforms (such as GX,
Inmarsat Gateway and the EAN) positions us
powerfully for future profitable growth. We will
continue to invest in completing these projects,
in ensuring all our services continue to be in the
vanguard of innovation and capabilities for the
markets that they serve, and in making the most
of our technology leadership to capture maximum
market share in certain emerging high growth
markets (for example the aviation passenger
connectivity and M2M markets).
2016 offers specific opportunities:
> GX services provide the opportunity to offer new
services to our existing customer base, as well as
to diversify our business into new markets that
were hitherto unavailable to us.
> The EAN offers the opportunity to establish a
new business proposition to serve the European
short-haul aviation segment, and the EU
element of long-haul traffic, with highly
innovative and unique aviation passenger
connectivity and other services.
> Inmarsat Gateway offers the potential for us to
develop a high-powered ecosystem of certified
applications partners delivering innovative,
tailored and value-added services and solutions
to our channel partners and end customers over
our diverse global mobile broadband networks.
Q. WHERE WILL YOU FIND OPPORTUNITIES
FOR MEDIUM AND LONG-TERM GROWTH?
A. When we made the investment decision in our
GX Ka-band high-speed broadband programme,
we did so because we saw a market opportunity
to expand our business into complementary,
adjacent markets. We have identified new market
opportunities to use these higher speed satellite
services in maritime, government, aviation, media
and other markets where transferring large data
volume is part of a customer’s business
requirements. Our stated ambition is to grow GX
revenues to an annual run-rate of $500m by the
end of 2020, five years after we started to provide
GX services on a global basis.
We are also focusing on how we can increase our
L-band revenues and were delighted to be able to
announce an order we placed at the end of 2015 to
buy two Inmarsat-6 satellites which will offer both
L-band and Ka-band services. This announcement
allows our existing L-band users to know that we are
planning for continuity of service, which will include
our maritime and aviation safety services, well into
the 2030s. We are also focused on working with
key countries, such as Russia, India and China, to
introduce new infrastructure locally as a condition
to full market access for our services in
those countries.
Q. HOW DOES CSR INFLUENCE
INMARSAT’S BUSINESS MODEL?
A. Inmarsat was born with a CSR mandate for
maritime safety services and such activities remain
a natural part of what we do today. Our heritage
and public service commitment to maritime and
also aviation safety remain key priorities for us and
we are making enhancements in how we provide
safety services to these two core areas of our
business. Our handheld IsatPhone 2 was updated in
2015 to include a feature which allows users across
any spectrum of business to make a safety call.
Further information and examples of our attitude
and approach to our responsibility for corporate,
social and environmental matters can be found on
our website. Additionally, in the resources and
relationship section of this document, on pages
25 and 26, we’ve also highlighted some key areas
which give us great pride to support and be
involved with.
Aviation safety programmes include working
closely with other EU partners as part of a
programme to promote safety enhancements
and additionally we have been trialling our
SwiftBroadband Safety service to very positive
results ahead of its launch service in 2016.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 12 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CHIEF EXECUTIVE’S REVIEW
CONTINUED
We are the only authorised Global Maritime
Distress and Safety System (GMDSS) provider.
In 2016, we are focused on how we can further
develop our maritime safety capabilities. We are
proud to serve seafarers with reliable safety
systems which are used by them to save lives; our
Inmarsat C service safety service celebrates its
25th anniversary in 2016 and remains a vital
safety service.
A specific example of where we have spent time is
working with organisations in Nigeria (e-health)
and Kenya (e-banking) to support local
communities to become connected to the digital
age by utilising our BGAN technology to connect
them with the broader environment.
Q. ANY FINAL OBSERVATIONS?
A. 2015 was a transitional year for us as we made
significant operational and strategic progress
towards delivering the technology platforms which
we believe will be the springboard for our planned
future business growth. As we operate our business,
we are scanning the horizon for risks which we may
encounter and regularly reviewing our mitigating
activities so that the business can operate
efficiently and effectively as we seek to increase
shareholder value.
We look forward to 2016 as a year of
transformation, delivering top line growth
thanks to the first year of revenues from our
global GX services, alongside continued progress
in the positioning of our L-band services for
complementary revenue growth. Underpinning
these opportunities we will continue our ongoing
investment in innovation to deliver services and
products which meet our partners’ needs.
Our current and future success relies on the
unfailing commitment of our staff and support of
our partners to deliver first-class reliable services
to our customers to meet their mission critical
communication needs whenever and wherever
required. I’d therefore like to finish by thanking
these key stakeholders, our staff and our partners,
for their terrific skills, efforts and professionalism
in 2015.
RUPERT PEARCE
Chief Executive Officer
3 March 2016
OUR BUSINESS – AN OVERVIEW
OUR VISION
To meet the remote and mobile connectivity needs of our customers, giving them what they
need to connect, reliably, securely and globally.
OUR MISSION
To provide mission-critical communications services to areas where terrestrial systems
cannot go or are unavailable.
VALUES
Our values make us who we are and determine how we interact with our customers and the
world at large. They are woven into the fabric of the Company through the people who work for
us. Our core values help our business operate. Being passionate – this is the fuel that drives us;
we work to cultivate an open environment for discussion; we encourage innovation and
ingenuity to be enterprising, and are market-driven to ensure our customer success leads
to our success.
OUR MARKET
We have a broad portfolio of voice and data services to satisfy our customers’
communications requirements, wherever their operations are located. Our services are
accessed using a variety of devices, from hand-portable satellite phones and remote site
fixed installations, to vessel, vehicular and airborne mobile terminals, offering different
performance options to suit their operational needs.
READ MORE
OUR MARKETS P14
OUR BUSINESS MODEL
Our business model operates to ensure we maximise the impact of our resources and
relationships and add value to create benefits for all our stakeholders, with a focus on
capital growth and increasing dividend returns to our shareholders.
READ MORE
OUR BUSINESS MODEL P18
OUR STRATEGY
To deliver sustained profitable growth through maximising the significant opportunities that
exist in all our markets through L-band innovation, developing our Ka-band Global Xpress
services, building out the European Aviation Network business and launching the Inmarsat
Gateway to support and extend the delivery of our service platforms.
READ MORE
OUR STRATEGY P20
RISK MANAGEMENT
Effective risk management is fundamental to our ability to meet both our short-term and
longer-term strategic objectives. We manage risk through an overarching risk management
policy which helps determine our tolerance for risk.
READ MORE
RISK MANAGEMENT P48
OUR KEY PERFORMANCE INDICATORS
13
FINANCIAL KEY PERFORMANCE INDICATORS
MSS REVENUE GROWTH
Definition: Growth in the top line demonstrates
our ability to grow our customer base and
increase ARPU. It also helps to maintain
margins.
Comments: We had growth in
FleetBroadband and SwiftBroadband
services which are key offerings.
MSS REVENUE GROWTH ($m)
762.4
791.4
832.8
2013
2014
2015
EBITDA
Definition: Growth in our EBITDA magnifies the
impact of revenue growth on the profitability of
our business.
EBITDA ($m)
648.8
701.0
726.0
Comments: The mix in our products
influences our results and we expect this
to improve as we add revenue from our GX
services to our owned networks and migrate
XpressLink services to our network.
DIVIDEND PER SHARE
Definition: The ordinary dividend remains
the primary method of shareholder return.
Our target is to continue to grow dividends
each year.
2013
2014
2015
DIVIDEND PER SHARE (¢ ($))
46.61
48.94
51.39
2013
2014
2015
Comments: We have increased our dividend
every year since our IPO in 2005. We have
an outstanding record of growth.
NON-FINANCIAL KEY PERFORMANCE INDICATORS
SATELLITE NETWORK AVAILABILITY
Definition: Ensuring our network is available
and reliable is essential.
INMARSAT-4 SATELLITE AND NETWORK AVAILABILITY
2013
2014
2015
Comments: Our network service availability
is critical and we must ensure this level
remains high as this affects our brand and
reputation if we cannot offer a reliable
service to our customers.
99.9+%
99.9+%
99.9+%
EMPLOYEE ENGAGEMENT
Definition: We want our staff to be empowered
and engaged. We undertake staff surveys and
a key measure of employee engagement is how
employees feel proud to work at Inmarsat. Our
goal here is to be in the top quartile position.
BEING PROUD TO WORK AT INMARSAT
2014 (full survey)
2015 (pulse survey)
Comments: Our employee engagement
scoring reflects high participation and
strong engagement by staff.
82%
85%
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT SATELLITE OPERATORS’ MARKET BY REGION,
BASED ON WHOLESALE REVENUE, GLOBALLY, 2014
SATELLITE OPERATORS’ MARKET SHARES,
BASED ON WHOLESALE REVENUE, GLOBALLY, 2014
14 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
OUR MARKETS
OVERALL MARKET, COMPETITIVE
ENVIRONMENT AND TRENDS
THE COMMERCIAL SATELLITE
SERVICES INDUSTRY
Inmarsat operates in the global commercial
satellite communication services industry,
with a core positioning as a satellite operator.
Satellite communication operators typically
own a fleet of satellites, operate them as a
communications network, and commercialise it,
mainly to satellite communication service
providers worldwide.
There are essentially two main categories of
satellite operators:
> Mobile satellite services (MSS) operators,
Inmarsat being one of them, which typically
operate in L or S frequency bands, and focus on
data and voice communications for mobility,
corporate and governmental markets.
There is an increasing overlap between MSS and
FSS providers through the progressive adoption
by both types of operator of high throughput
satellite (HTS) technology, particularly suited for
broadband data communications across markets.
Inmarsat has adopted this technology for its
Ka-band Global Xpress constellation.
The fast-growing demand for communications
globally, especially for broadband applications,
is a key driver of commercial satellite services
revenue growth.
According to Euroconsult (www.euroconsult.eu.com),
satellite operators generated $13.2bn wholesale
revenues globally in 2014, expected to grow by over
3% pa over the next 10 years. North America and
Europe each represent a quarter of the global
industry’s revenues.
North America
Europe
Asia & Oceania
Middle East & Africa
> Fixed satellite services (FSS) operators, which
Latin America
typically operate in Ku- and C-bands, and focus
on video and data communications for media,
telecoms, corporate and governmental markets.
Source: Euroconsult 2015
25%
25%
21%
18%
11%
Other
SES
Intelsat
Eutelsat
Inmarsat
Telesat
JSAT
Source: Euroconsult 2015
35%
19%
18%
13%
6%
5%
4%
The fast-growing demand for
communications globally is a
key driver of commercial satellite
services revenue growth.
COMPETITIVE ENVIRONMENT
Inmarsat is one of the world’s leading
satellite operators.
According to Euroconsult, in 2014 around 50% of
the industry’s revenues are made up by the three
leading fixed satellite services (FSS) operators:
SES, Intelsat and Eutelsat.
Inmarsat is estimated to hold a 6% share of the
global operators’ market. With a history of providing
safety services at sea, our key differentiators are our
focus on global coverage and mobile applications.
Our ability to deliver seamless, reliable, resilient
and secure communications on the move remain
crucial to our customers. Inmarsat also has a fully
integrated operating and business model, see
page 18, with both ownership and control of
dedicated infrastructure assets: mainly satellites,
but also ground infrastructure and a hybrid
terrestrial/satellite European Aviation Network
(S-band), and also significant services and
distribution capabilities.
35% of the industry’s revenues are held by
an increasing number of regional or national
operators, focusing on specific geographies
or vertical markets.
15
High throughput satellite
technology changes the cost
structure of satellite
connectivity, and also creates
new business opportunities.
Increasing HTS technology adoption and
material impacts expected on the industry
Leading satellite operators are progressively
adopting high throughput satellite
(HTS) technology.
HTS technology changes the cost structure of
satellite connectivity, by considerably increasing
the capacity available, and lowering the average
cost per bit. This is creating new business
opportunities, and having a significant impact
on the economics of satellite operators.
A significant number of HTS programmes are being
launched or announced by operators, and this
could lead to an unprecedented step-change in the
volume of capacity available in many geographies
over the coming years. This is expected to create
many new market opportunities, but may also alter
the balance between supply and demand.
In mobile satellite communication services
markets, HTS technology adoption may also lead
to increasing competition, especially from FSS
operators increasingly leveraging this technology
to address mobility segments of the market.
Materialisation of this demand growth
across mobile satellite communication
services markets
Maritime: The 67,000 vessels in the global
merchant maritime fleet are fast becoming floating
nodes on corporate networks and the 2.5 million
crew members serving on those ships are
increasingly demanding to be connected with
satellite broadband.
Aviation: The 25,000 commercial aircraft
currently flying are entering a new era of safety
and greener operations via satellite broadband
connectivity and the hundreds of millions of
passengers who fly on them each year are
increasingly demanding to be connected while
they travel.
Enterprise: The ’Internet of Everything’ is
demanding to become the ‘Internet of Everywhere’,
and the energy, resources, media, aid, transport
and logistics sectors are increasingly adopting
richer, greener and more efficient working practices
via broadband connectivity.
Government: Government and military users are
at the forefront of all these trends, requiring highly
reliable and secure, ubiquitous global connectivity
wherever they go. Even when governments may
decide to launch their own satellites, they will often
want to use the services of a global operator. This is
not just for their strategic and tactical activities,
but also for the morale, welfare and recreation of
their personnel, who have grown up in a fully-
connected environment, and expect that to be
supported in their workplace.
Increasing integration with terrestrial networks
and ecosystems
In a world increasingly reliant on coverage and
connectivity to perform mission-critical tasks via
applications and solutions in the cloud or a VPN,
mobile satellite communication services can offer
a powerful complementary capability to terrestrial
networks, delivering a complete package to end
users, and providing high levels of resilience.
Although the reach of terrestrial networks has
extended geographically, working seamlessly with
a global satellite operator provides them with the
end-to-end services they need. In this context,
cybersecurity is a key priority of the industry at all
levels of its operations and in the services provided
to customers.
24.3
16.1
The closer integration of satellite with broader
information and communication ecosystems
will also lead to an increasing importance of
value-added services and new business models
in the industry.
MARKET TRENDS
Solid growth drivers of demand for mobile
communication services globally
The number of mobile internet connections
continues to rise globally: personal devices and
machine-to-machine (M2M) connections are
expected to exceed 11.5 billion by 2019 and be
1.5 times greater than the world’s population
(source: Cisco VNI Mobile Report, 2015).
These devices are being served by an
exponentially-growing number of solutions,
services and capabilities, increasingly hosted
remotely, often in the cloud.
Both devices and applications are driving
tremendous growth in mobile data traffic,
estimated by Cisco to be an increase of 57% pa
by 2019.
GLOBAL MOBILE DEVICES AND CONNECTIONS
GROWTH (billions of devices)
12
10
8
6
4
2
0
2014
2015
2016
2017
2018
2019
Non-smartphones
Smartphones
M2M
Laptops
Tablets
(61%, 27%)
(29%, 40%)
(7%, 28%)
(3%, 2%)
(1%, 3%)
Other portable devices
(0.2%, 0.2%)
Figures in parentheses refer to 2014, 2019 device share.
Source: Cisco VNI Mobile, 2015
GLOBAL MOBILE DATA TRAFFIC
(Exabytes per month)
10.7
6.8
2.5
4.2
2014
2015
2016
2017
2018
2019
Source: Cisco VNI Mobile, 2015
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 16 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
OUR MARKETS
CONTINUED
MARKET VERTICALS
MARITIME
PROVISION OF VOICE,
BROADBAND DATA AND
SAFETY COMMUNICATIONS
FOR ALL VESSEL SIZES
MAIN ADDRESSABLE
MARKET SEGMENTS(1):
> Merchant shipping: 67,000
vessels
> Large fishing: 46,000 vessels
> Offshore supply: 10,900 vessels
> Small fishing: 324,000 vessels
> Leisure: 233,000 vessels
MARKET GROWTH DYNAMICS
AND DRIVERS:
Steady market growth driven by:
> Increasing need for data for
operations and crew welfare
> Increasing regulatory requirements
> Demand for new products and
applications
(1) Euroconsult 2015.
OUTLOOK:
> Optimise value (FleetBroadband,
MARITIME RETAIL REVENUE,
GLOBALLY, 2014
XpressLink, Fleet Xpress)
> Develop volume (Fleet One,
FleetPhone)
> Develop new streams of revenue
with applications (Inmarsat
Gateway, Fleet Media)
PERFORMANCE INDICATORS:
> 42,000 vessels using
FleetBroadband
> 18% growth in FleetBroadband
revenue in 2015
> 2,500 vessels using XpressLink
US$2.0bn
of which Inmarsat 2015 revenues
reflect a market share of:
30%
Source: NSR 2015, Maritime satcom
markets, total retail revenue
ENTERPRISE
PROVISION OF LOW
DATA-RATE, VOICE
AND BROADBAND
COMMUNICATIONS FOR
A RANGE OF CORPORATE
VERTICAL MARKETS
MAIN ADDRESSABLE
MARKET SEGMENTS:
> Resources: Energy, mining and
utilities companies
> Transportation and logistics:
Mostly for M2M communications
> Media and aid: Specific, occasional,
limited-duration communications
OUTLOOK:
> Expand into new markets and
verticals with key distributors
> Build profitable growth through
product innovation, leveraging
refocused L-band network and
new GX network
ENTERPRISE RETAIL REVENUE,
GLOBALLY, 2014
US$1.2bn
of which Inmarsat 2015 revenues
reflect a market share of:
MARKET GROWTH DYNAMICS
AND DRIVERS:
Market growth driven by:
> Increasing penetration, especially
of sensors for M2M
communications
> Increasing data rates, for
broadband applications
PERFORMANCE INDICATORS:
> M2M revenues increased by 14%
over 2014-15
> Enterprise FleetBroadband
revenues increased by 49% over
2014-15
14%
Source: NSR 2015, Land mobile and SNG
via satellite, total retail revenue
17
AVIATION
PROVISION OF DATA, VOICE,
SAFETY AND BROADBAND
COMMUNICATIONS FOR ALL
AIRCRAFT TYPES
GOVERNMENT
PROVISION OF
COMMUNICATIONS SERVICES
FOR GOVERNMENTAL,
MILITARY AND CIVIL
APPLICATIONS
MAIN ADDRESSABLE
MARKET SEGMENTS:
> Business jets: 20,000 aircraft
> Commercial aviation transport:
25,000 aircraft
> Safety and operations:
Commercial aircraft mainly,
for air-to-ground cockpit
communications
MARKET GROWTH DYNAMICS
AND DRIVERS:
High market growth driven by:
> Strong increase of penetration,
especially for commercial aircraft
cabin communications
> Demand for higher data rates,
especially for internet access
on board
> Increasing aircraft fleets and
volume of passengers
> Increasing regulatory
requirements, particularly for
safety services
MAIN ADDRESSABLE
MARKET SEGMENTS:
> Military applications of the US
Government (still the single
largest driver of global demand)
and other governments worldwide
> Civil government applications:
Inter-governmental organisations,
emergency services, coast guard,
border security, state-owned
utilities, election delivery and
monitoring
MARKET GROWTH DYNAMICS
AND DRIVERS:
Fluctuating market growth driven by:
> Governments’ budgets,
programmes and
commercial spend
> Increasing demand from
bandwidth-hungry applications,
eg intelligence, surveillance,
reconnaissance (ISR),
special forces
OUTLOOK:
> Maintain leadership position
in Safety and operations
(SwiftBroadband and Classic Aero)
> Strong growth from broadband
services business for commercial
aircraft and business jets (GX and
European Aviation Network)
PERFORMANCE INDICATORS:
> Aviation revenues increased by
25% over 2014-15
> 7,700 Classic Aero SIMs for cockpit
communications, growing by over
9% over 2014-15
> 7,200 SwiftBroadband SIMs for
cabin connectivity
> 10-year contract signed with
Lufthansa to provide high-speed
connectivity
AVIATION RETAIL REVENUE,
GLOBALLY, 2014
US$1.2bn
of which Inmarsat 2015 revenues
reflect a market share of:
8%
Source: NSR 2015, Aeronautical satcom
markets, total retail revenue
OUTLOOK:
> Grow L-band business through
expansion into new countries and
adjacent markets, and product
innovation
> Build strong Ka-band business
with GX products, and with
Milsatcom augmentation strategy,
leveraging GX compatibility with
government-owned systems
(eg US Government’s WGS)
PERFORMANCE INDICATORS:
> Inmarsat remains the largest
provider of mobile satellite
services to the US Government
> Inmarsat providing services to
over 70 countries for government
and military applications
GOVERNMENT RETAIL REVENUE,
GLOBALLY, 2014
US$3.7bn
of which Inmarsat 2015 revenues
reflect a market share of:
9%
Source: NSR 2015, government and military
satellite communications, total retail revenue
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
18 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
OUR BUSINESS MODEL
CREATING VALUE FOR ALL
OUR STAKEHOLDERS
OUR BUSINESS MODEL
Our business model operates to ensure we
maximise the impact of our resources and
relationships and add value to create benefits
for all our stakeholders, with a focus on capital
growth and increasing dividend returns to
our shareholders.
CREATING VALUE FOR OUR
STAKEHOLDERS
Shareholders and bondholders: We have
increased the dividend in each of the last 10 years
and have delivered material capital growth for
our shareholders in 10 years as a public company.
We also have a strong track record of continued
delivery on our commitments with bondholders.
Partners and customers: We focus on the key
drivers of value for our partners and customers
such as security, reliability and seamless delivery
with truly global coverage and mobility.
Communities: Our maritime heritage is a key
reminder to us of how we have supported mariners
and the wider maritime community for over
36 years and we remain focused on doing so in the
future. In addition we also promote safety services
to the aviation industry. We have a strong public
service responsibility which has been part of our
heritage and which we remain proud to continue
to pursue.
Employees: We are committed to ensuring
diversity among our employees. We have well
established values and qualities which operate
throughout the business and we have a policy of
promoting employees internally where possible.
OUR BUSINESS MODEL
CREATING VALUE FOR OUR STAKEHOLDERS
SHAREHOLDERS AND
BONDHOLDERS
PARTNERS AND
CUSTOMERS
COMMUNITIES
EMPLOYEES
COMMUNICATIONS PRODUCTS, SERVICES AND SOLUTIONS
MARITIME
ENTERPRISE
AVIATION
US GOVERNMENT
GLOBAL GOVERNMENT
RESOURCES
OUR PARTNERS
OUR TECHNOLOGY
OUR SATELLITE AND
GROUND NETWORKS
OUR PEOPLE AND
VALUES
OUR FINANCIAL RESOURCES
19
READ MORE
OUR STRATEGY P20
READ MORE
RISK MANAGEMENT P48
USING OUR MULTIPLE RESOURCES
Our partners: We have strong relationships with
all our partners, from suppliers to distributors,
to strengthen our service offering.
Our technology: We continue to invest in
innovation to deliver market-winning solutions
to our customers, and we offer much more than
capacity and connectivity. We continue to invest
to differentiate our propositions from those of
our peers.
Our satellite and ground networks: We have the
world’s first truly global mobile broadband network
in the form of our Global Xpress constellation
and are developing a unique European Aviation
Network to deliver the world’s best passenger
broadband experience in Europe. These new
networks supplement our market-leading position
in the highly resilient lower bandwidth global mobile
satellite communication services.
Our people and values: We continue to ensure
we have the right people with the individual skills,
competencies and experience who can create
value and deliver our business objectives. Our
corporate values are embedded such that all our
employees understand that much of our success
as a business depends on how they interpret these
values. They are being passionate, open,
enterprising and market-driven.
Our financial resources: Inmarsat’s balance sheet
strength and debt capacity allow us to support the
necessary organic and inorganic investment to
deliver our strategy.
DELIVERED THROUGH EXCELLENCE
Our business unit structure ensures we remain
focused on the needs of our maritime, government
enterprise and aviation customers and continue to
innovate to deliver communications products,
services and solutions that meet their evolving
remote and mobile connectivity needs.
Knowing what our customers want is important for
us to ensure we innovate to produce services and
products which are required and will be fit for
purpose, as defined by our users.
OUR ACTIVITIES SUPPORT OUR
STRATEGIC PRIORITIES
We must build upon our leading market position in
the highly resilient, lower bandwidth global mobile
satellite communication services that many
customers require.
In particular we have significant opportunities in
global mobile broadband. We are the first and the
only truly global mobile broadband network offered
by a single operator. We have a unique play on the
explosive growth in broadband demand. And in
airline passenger connectivity, we are uniquely
positioned through our single operator capability
to deliver reliable broadband globally; while our
European Aviation Network (under construction)
will be able to deliver the world’s most consistent
and powerful passenger broadband experience.
We are developing a solutions ecosystem through
our Inmarsat Gateway, a way of leveraging the
developer community to deliver end-to-end
applications and services for our customers that
move them beyond a simple capacity and
connectivity-based solution to unleash the value
our capability brings to their businesses.
Finally, we will constantly focus on improving our
operational efficiency to deliver profitable revenue
growth and associated value creation for
the business.
We focus on the key drivers
of value for our partners and
customers such as security,
reliability and seamless delivery
with truly global coverage
and mobility.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT > dramatic growth in connected devices and
sensors to support those applications in a
mobile environment; and
> exponential growth in global mobile data traffic
fuelled by the first two trends.
1. L-band growth
Our L-band platform (using the Inmarsat-4
satellites) delivers agile, global mobile broadband
capabilities to small form-factor, low-cost highly
portable devices.
20 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
OUR STRATEGY
A FOCUSED STRATEGY
DELIVERING RESULTS
CONTINUED PURSUIT OF OUR STRATEGY
Inmarsat provides global mobile connectivity on
land, at sea and in the air. Our vision is to meet the
remote and mobile connectivity needs of our
customers, giving them what they need to connect
– reliably, securely and globally.
In support of this vision, Inmarsat continues to
pursue a clear and consistent strategy to deliver
sustained profitable growth through maximising
the significant opportunities that exist in all
our markets.
Each key market community has a critical need for
our range of services across multiple applications:
> Maritime: from safety services to
smart shipping;
> Enterprise: from M2M to smart energy;
> Aviation: from safety services to
passenger connectivity;
> Government: from intelligence,
surveillance and reconnaissance (ISR)
to government augmentation.
We are able to compete effectively in this
environment due to several key differentiators that
distinguish our proposition from those of our peers:
> global coverage to meet the needs for ubiquity;
> mobility for an untethered user base;
> high-speed services to meet end-
user expectations;
> high levels of network capacity to deliver
low-cost communications services;
> high reliability and security to support
mission-critical applications; and
> solution-friendliness and simplicity to facilitate
integration and applications compatibility.
These differentiators enable us to address the
significant growth opportunities within existing
and new communities.
And demand is increasing in all of our markets,
driven by three major factors:
Our strategy is built around the complementarity
of our four platforms:
> dramatic growth in applications and solutions
(many of them now in the cloud);
MULTIPLE CONNECTIVITY OFFERINGS TO MEET CUSTOMER REQUIREMENTS
2. Growth and diversity via GX
Our Ka-band platform (using the Inmarsat-5
satellites to deliver GX services) complements the
L-band platform by delivering ultra-high
throughput and capacity, global mobile broadband
to larger and more complex product platforms.
3. Growth and diversity via S-band
Our European Aviation Network enlarges our
connectivity platform for aviation passengers to
deliver the world’s most consistent and powerful
passenger broadband experience via a compelling
and complementary technology.
4. Creation of a solutions ecosystem
To support and extend the delivery of these service
platforms, Inmarsat Gateway will provide a powerful
applications enabler to ensure a high-quality and
seamless customer solutions experience.
These four platforms are complementary and can
be combined to create unique and sustainable
competitive advantages. These factors will help
Inmarsat to deliver sustained profitable growth and
deliver benefits to all its stakeholders.
21
STRATEGIC ROADMAP TO DELIVER PROFITABLE GROWTH
1 L-BAND
Inmarsat-4
2 KA-BAND
Inmarsat-5
Global Xpress
3 S-BAND
European Aviation Network
Hybrid network for passenger
connectivity
Safety Resiliency
Capacity
Coverage
Capacity
4 Inmarsat Gateway
Delivering value-added solutions for customers
STRATEGY OBJECTIVES
PROGRESS
FUTURE PRIORITIES
1
L-BAND GROWTH
> Grow the value of our core markets
> Innovate to expand beyond our
core markets
> Extend our geographical footprint
2 GROWTH AND DIVERSITY
VIA GX
> Grow new superfast broadband
MSS services
> Diversify into large and growing
adjacent markets
> Strong growth of FleetBroadband: 18%
revenue growth in 2015
> Market expansion through product-
specific initiatives, innovation and new
value propositions, eg Fleet One (leisure
and fishing), IsatPhone (handheld voice),
IDP and BGAN M2M
> Innovate to expand beyond our core markets
> Refocus L-band offering on markets
and service areas providing a sustainable
competitive advantage
> Extend Government and Enterprise
businesses into identified new countries
and verticals
> New L-band ground infrastructure in China,
Russia and India, giving access to very
sizeable markets
> Prepare Inmarsat-6, with the first satellite
expected to be launched in 2020, to
enable L-band (and Ka-band) growth
> GX global commercial service
introduction in December 2015
> Value-added reseller agreements for
GX signed with key distribution partners
> Focus GX offering on broadband and
VSAT demand across maritime, aviation,
government and enterprise markets
> Launch arrangement for our fourth GX
satellite (Inmarsat-5 F4)
3 GROWTH AND DIVERSITY
VIA S-BAND
> Create a major business growth
opportunity, geographically-focused,
and in line with our global aviation
sector strategy
> Provide a powerful complement to our
Global Xpress capabilities
> S-band network’s core infrastructure
elements all under contract, including
a partnership with Deutsche Telekom
to supply and manage the ground
network component
> Significant progress made on retiring
regulatory risk through licensing
agreements; we now have 28 satellite
and 18 ground licenses
> Complete construction of the S-band
satellite, to be launched in 2017
> Complete regulatory programme for
CGC licenses
4 CREATION OF A SOLUTIONS
ECOSYSTEM
> Tightly integrate our network with the
applications and solutions that deliver
value to our customers and partners
> Create new revenue streams and
business models
> Inmarsat Gateway offers value-added
> Inmarsat Gateway commercial launch
services via a network-agnostic platform
developed in partnership with Cisco
> Launched certified applications partner
(CAP) programme
> Attracted 20 third-party companies in
2015 to offer innovative, tailor-made
communications solutions that bring
genuine business benefits for customers
planned for H1 2016
> Continue to develop a large and diverse
community of certified applications
partners
> Offer applications, solutions and services
across our network platforms
> Strengthen cybersecurity capabilities
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
22 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
RESOURCES AND RELATIONSHIPS
OUR CONTINUED
COMMITMENT
At Inmarsat, we take pride in effectively harnessing our
resources, both on the ground and in space, and in
fostering relationships that deliver a positive impact on
businesses and communities across the globe.
23
OUR PEOPLE
Building our culture at Inmarsat continues to be
a priority and each year we focus on different
aspects of that: 2014 was our Year of Engagement,
2015 was our Year of Enablement and 2016 will be
our Year of Effectiveness. These themes have
driven how we review our learning and development
planning for all employees and have contributed
to how we consider our overall employee
environment. This includes a focus on alignment
across our global business for how we operate as
colleagues, a renewal of the Inmarsat qualities
which relate to our behaviours at work and we have
also put in place a roadmap to ensure consistency
across the Group for job levels and compensation.
The following sections cover some key areas of
focus in building our culture.
STAFF SURVEY
We regularly poll our global staff members to
ensure they have the opportunity to share their
views and feedback to the management team as
to where we are doing well and any areas of
concern. The last in-depth survey was conducted
in 2014, garnering a 94% response rate, which our
advisers, Hay Group, said exceeded the average
they would generally see for similar workforces
(82%). We followed-up in 2015 with a ‘Pulse
Survey’ to assess the response to progress
made on the areas raised for review. Again,
we had a very strong response rate of over 75%,
from our highly-engaged global workforce.
Positive scores were achieved on many
important fronts. Inmarsat is well above the
telecommunications’ sector benchmark norm for
employees feeling proud to work at Inmarsat and
they feel supported in achieving a work-life
balance. Positive scores were also received in
areas of pay and benefits and confidence in the
leadership of the business. Areas highlighted
for continued focus are the need to:
> find additional ways to communicate across
a global business;
> seek opportunities to recognise and reward
good performance or manage it appropriately;
> encourage greater discussion about career
development; and
> put in place improved work processes and work
flows to help deliver objectives.
The activities identified following the 2014 staff
survey have had considerable focus during 2015
as noted below:
> Communications: Investment in a new intranet
that is scheduled to go live in 2016 will improve
the opportunities for our global staff to share
information more easily and deepen their
understanding about our entire business.
> Performance and reward: Our benchmarking
process continued to improve during 2015. We
put in place an updated annual bonus plan
whereby all employees in the plan have some
element of bonus linked to Inmarsat plc results,
to encourage teamwork and collaboration.
> Staff learning and development: A significant
investment was made to an ongoing, Group-
wide training programme for managers,
equipping them with leadership and coaching
skills. We called these employee workshops
‘Lead the Way’ and believe they will empower
managers in their daily roles and help them
develop their teams to fulfil their potential.
Phase two is now underway as ‘Lead the Way
Mastery’.
> Leadership: There has been a dedicated
programme of leadership skills training for the
Executive Management Team and the Global
Leadership Team.
> Systems and processes: We now have a OneIT
project which is responsible for reviewing,
streamlining and improving all systems and
processes across the business for the benefit
of all stakeholders.
> Resources: We have seen a considerable
number of staff join Inmarsat in 2015 to support
growth plans for the business – 337 in total.
Additionally, we promoted internally for
92 positions.
We are well above the
telecommunications’ sector
benchmark norm for employees
feeling proud to work at
Inmarsat.
CODE OF CONDUCT
Our Code of Ethics (our Code) requires that
Directors, officers and employees conduct
business in accordance with the highest standards
of personal and professional integrity. A copy of
our Code is published on our website.
We comply with local laws where we operate, and
across our Group we ensure our employees comply
with the UK Bribery Act and the US Foreign Corrupt
Practices Act. A summary of our anti-bribery
policy can be found on our website. As part of
our commitment to preventing bribery and
establishing a culture that does not tolerate
corruption wherever and in whatever form it may
be encountered, we ask our Directors, employees
and contractors to confirm annually that they
understand the restrictions outlined in the policy
and the implications for breaching the policy for
the business and them as individuals. Our
anti-bribery policy operates in line with guidance
provided by the UK Ministry of Justice and
complies with current legislation. The policy
also incorporates guidelines on dealing with gifts
and accepting and giving hospitality.
We have separate policies in place dealing with
ethics, fraud, the use of inside information and
whistleblowing. Directors, employees and
contractors are asked once a year to confirm
that they understand these policies and how
they are applied.
We have a worldwide anonymous telephone
service for employees to use if they have any
concerns. In the last year, the external provider
received one enquiry call.
VALUES
We have Inmarsat values and qualities which
operate throughout the business. These are part
of the induction process for our employees and are
covered too as part of our induction process for
Directors, including our Non-Executive Directors.
Our values drive how we operate in the business
and are Passion, Openness, being Enterprising
and Market-driven. Our focus is how people reflect
these values in dealing with each other as
colleagues and any third party. We have Inmarsat
qualities that are the behaviours by which we
demonstrate our core values, and are one of the
ways in which individual performance is assessed.
These behaviours are grouped into: Efficiency,
Customer Excellence, Enterprise Spirit, Open
Communication, Values-based Leadership and
Innovation. The ways we demonstrate the Inmarsat
qualities contribute to reward generally, whether
through bonus awards or promotion opportunities.
DIVERSITY OF EMPLOYEE BASE AND
NON-DISCRIMINATION
We do not tolerate discrimination in any form –
race, gender, age, culture, disability – against our
employees, either from other employees or third
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 24 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
RESOURCES AND RELATIONSHIPS
CONTINUED
parties. There are anonymous helplines and email
addresses an employee can use if they experience
or see such activity, and employees are also
encouraged to speak directly to their manager.
When recruiting, we value diversity in its broadest
definition and work to provide opportunities for all,
including for disabled employees reviewing the
requirements of their working environment to
accommodate practical changes as far as possible
to allow them to continue in their daily work routine.
If such changes were unrealistic to implement, we
would review alternative employment options for
the individual within the Group.
We are very proud that we have continued to
have 65 different nationalities within the Inmarsat
Group. This breadth of employee culture and
experience supports our Global Reach, Global
Impact theme as everyone is a contributor to our
business operations.
We recognise the importance of diversity amongst
our employees and are committed to ensuring that
employees are selected and promoted on the basis
of merit and ability, regardless of age, gender, race,
religion, sexual orientation or disability. The gender
split across the Group (including contingency
workers) as at February 2016 is illustrated in the
table below:
Inmarsat plc
Board
Executive
Management
Board
Senior
managers
All employees
(including
contingency
workers)
Female
No.
2
%
17%
Male
No.
%
10 83%
2
18%
9 82%
28
15% 164 85%
559 30% 1,305 70%
The percentage of females on the Executive
Management Board and wider number of senior
managers represent the definition as set out in the
Department for Business, Innovation and Skills
(BIS) requirements. The percentages set out in the
table are in line with those disclosed last year.
managers) benefited from manager training, whilst
three Global Leadership Team meetings, attended
by approximately 50 global senior managers,
focused on leadership skills. Individual job-related
training continued to be provided to meet the
needs of the business.
STAFF FORUMS
We have elected employee forums in the UK
and Batam in Indonesia, a Works Council in the
Netherlands and an Enterprise Agreement in Perth,
Australia. During 2015 we held international staff
forum meetings which included our elected UK
Staff Reps plus HR representatives from our global
operations discussing comments and questions
from their colleagues. These groups extend
two-way open communications between
employees and management and allow the views
of employees to be taken into account in making
decisions which may affect their interests. In the
UK, the Staff Forum is an elected body constituted
in accordance with prevailing legislation to provide
the formal means of consultation on contractual
matters, as and when required. In other countries,
these bodies are constituted according to
local requirements.
LEARNING AND DEVELOPMENT
We have a policy of promoting employees
internally where possible. Where it makes sense
for the business and the individual’s personal
development and career enhancement, we will
consider moving employees to different office
locations. We have established policies which
address key corporate objectives in the
management of employee relations,
communications and employee involvement,
training and personal development and equal
opportunities. Employees are supported in their
career development through an annual appraisal
scheme, and training is provided to support this.
During 2015, we provided many different levels of
training. Around 300 managers (80% of
HEALTH AND SAFETY
The Inmarsat plc Board receives an annual update
on health and safety activity across the Group.
Rupert Pearce, CEO, has been identified as having
responsibility for health and safety issues within the
Group. We have a dedicated Health and Safety
Manager who is located in our headquarters office
and our subsidiary operations have identified
managers responsible for health and safety across
their operations.
Our goal is to encourage strong leadership in
championing the importance of, and a common-
sense approach to health and safety in the
workplace. We recognise the need to provide a safe
working environment for our employees, contractors
and any visitors. Regular health and safety audits
are undertaken at key operating sites. Across the
Group, we had 13 (2014: 15) accidents or near misses
reported, and again we had no fatalities.
During the year we undertook the following
occupational health activities:
> Cancer awareness programme across
many of our offices.
> A ‘Backs2015’ initiative to encourage staff
to check their posture.
> We extended our Annual Health and Wellbeing
Day to become a week of activities across our
global offices.
> We introduced an online management software
tool for reporting and recording incidents.
25
We will be including a statement in our 2016 Annual
Report on the Transparency in Supply Chain clause
of the Modern Slavery Act 2015 regarding slavery
and human trafficking.
MEETING OUR PUBLIC RESPONSIBILITY
Our website provides considerable information
about how we connect with organisations,
individuals and our different partners to extend
the reach of our services to support those who may
need assistance either for humanitarian needs or
charitable endeavours. You can find out more on
www.inmarsat.com and review case studies and
updates in our CSR section.
Our maritime heritage is a key reminder to us of how
we have supported mariners and the wider maritime
community for over 35 years and remain focused on
doing so in the future. We remain the only approved
provider of satellite communications services for
the GMDSS and we continue to invest in the
development of maritime safety services. Our
SafetyNET service continues to be used to provide
vital updates on reported pirate activity. The service
enables ship masters to access reports of pirate
movements, giving them information to know which
regions to avoid with high pirate activity and allowing
them to re-route if necessary.
The 2014-15 Volvo Round the World Ocean
Race, of which Inmarsat is the official satellite
communications provider, relies on Inmarsat safety
services for the crews to maintain communication
at all times, wherever they are. FleetBroadband,
Inmarsat C and our handheld phone are all
standard equipment for each of the yachts.
Our IsatPhone was used in an emergency when
one of the ships ran aground with the yacht captain
praising it for helping save the crew’s lives.
In addition to maritime safety services, we also
promote safety services to the aviation industry
for use in the cockpit. We remain committed to
the provision of International Civil Aviation
Organization (ICAO) approved satellite safety
services, and are expanding our safety offerings
through our SwiftBroadband service. We are
supportive of the announcement that has come
following the resolution made in early 2015 by the
ICAO, the United Nations aviation body tasked with
monitoring the global aviation industry, to adopt a
new aircraft tracking standard.
We have identified four continuing health and
safety priorities based on business activities and
the potential harm to staff:
> Musculoskeletal disorders and display screen
equipment related ill health.
> Working at height.
> Manual handling.
> Lone working.
Specific training and awareness materials are
provided to staff who are affected by these
identified areas of work.
At the start of 2015, we received an International
Safety Award from the British Safety Council which
demonstrates Inmarsat’s commitment to health,
safety and wellbeing in the workplace.
As part of our business of running a global satellite
network, we operate a number of ground earth
stations, VSAT and telemetry and tracking facilities
where there are satellite dishes which generate
radiation. Access to these sites is restricted and
there are regular health and safety checks to
ensure that they are in protected areas away from
access by the general public. Personnel who work
at these sites are provided with relevant training as
to health and safety issues.
OUR TECHNOLOGY AND INNOVATIONS
We have identified technology as one of our key
resources supporting our business model. While
investment in innovation is clearly important,
having talented and experienced teams who
understand how technology and innovation can
work together is essential. Our teams watch what
happens in the macro environment and see how
this affects how we innovate for the future to
produce services our customers want to use.
OUR PARTNERS
Our partners are critical to our business success. Our
definition of partners encompasses all those we work
with – manufacturers, suppliers, distributors, service
providers and end users. We rely on their excellence
to support the achievement of our business
objectives and strengthen our service offering.
Our partners can provide local and global expertise
which supplement our own capabilities – their
activities support our Annual Report theme of
Global Reach, Global Impact.
We need to ensure that we understand what they
want from us as a partner so that we meet their
expectations for working with us. We are reviewing
how we partner going forwards to make us simpler
and easier to do business with in respect of our
contracts, pricing and other ways we interact with
them. It is important for our partner relationships
that we are operating fairly in our business dealings
and ongoing relationships.
Our Group-led category management approach to
procurement and supply management is maturing
and has delivered significant financial contribution
to the Group both during 2015 and through the
contract life, delivering multi-million dollar savings.
Another key priority for the Global Procurement
team this year has been to better understand our
current vendor base. We undertake a robust due
diligence process for new vendors through a
pre-qualification process. This includes reviewing
financial stability, compliance with relevant current
legislation and customer references for similar
goods and services. Additionally, we reviewed the
number of vendors we trade with to allow us to
establish better relationships and to enable greater
leverage of our global spend in 2016. We will do this
through a well-managed preferred supplier list
including Group wide corporate arrangements.
Inmarsat’s 99.9% satellite and
ground network availability is
key to saving lives at sea.
We will focus further in 2016 on building the
foundations of a solid procurement function
including process simplification initiatives such as
invoice consolidation, increased use of purchasing
cards and standard contractual frameworks – this
all contributes to making us easier to do business
with. This ‘procurement as a service’ model will help
improve efficiency and reduce our overall cost of
doing business which makes us more effective as
a business.
We will progressively work to ensure that all our
suppliers adhere to our standards of ethical
behaviour, environmental, health and safety and
other relevant working practises. We have been
starting to review our due diligence procedures
to ensure we ask for, collect and review supplier
information provided to us to ensure they are
organisations we want to do business with. It is
important for us to work with companies who
acknowledge they have a responsibility for these
good working practices, especially on the
environmental impact their work may have if
they produce satellites, procure launches and
manufacture terminals for us.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 26 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
RESOURCES AND RELATIONSHIPS
CONTINUED
In 2015, we continued to support the
telecommunications relief aid organisation,
Télécoms Sans Frontières (TSF) ($200,000) and
paid $115,000 to the World Maritime University as
part of our support for the education of maritime
specialists. These two amounts are our most
significant charitable payments. The total
charitable donation amount paid in 2015 was
approximately $865,000.
We are proud to have supported
TSF, the telecommunications relief
aid organisation, for 15 years.
Our core charitable support remains focused on
the work carried out by TSF. We are very proud to
have supported this wonderful charity for 15 years.
TSF runs programmes on disaster relief and
preparedness, training other relief organisations
and regional and national disaster response
agencies about the available capabilities for
emergency telecommunications. TSF help
these organisations respond to an emergency
knowing they have the necessary training to
use BGAN terminals and IsatPhone, our handheld
satellite phone.
We have also continued our support for
the International Telecommunications Union (ITU).
This enhanced in 2015 with our signing of an MoU
with ITU-D in the framework of the Smart
Sustainable Development Model (SSDM) which
aims to foster the use of satellite broadband
services in remote or under-developed areas.
We have committed to $100,000 worth of airtime
over a three-year period which will start to be drawn
against when the ITU identifies a project in a
suitable community.
In October 2015, we, along with world-leading
satellite operators under the umbrella of the EMEA
Satellite Operators Association and the Global
VSAT Forum, signed a Crisis Connectivity Charter
at the World Humanitarian Summit Global
Consultation in Geneva to enhance connectivity
in the case of humanitarian emergencies.
Our Universal Service Obligations seek to support
the use of our services, normally payphones, in
rural villages in remote regions of the world, where
terrestrial voice services are poor or non-existent.
Our global offices support local causes at a
corporate and employee level and we encourage
staff to get involved in local community initiatives.
Employees across our offices are encouraged to
support individual charities of their choice, and for
employees in our principal UK office, this is
encouraged through the UK Government’s tax
approved contributions scheme.
This year we have leveraged Inmarsat’s global
reach to deliver benefits across Africa to
unconnected communities through a series
of scalable innovation pilots. We are working
alongside maternal health partners in Nigeria
to ensure that 50 remote clinics, which serve a
community of 50,000 women are connected to
key health resources. In Kenya, we have worked
closely with Equity Bank, their Foundation and the
Open University to deliver financial services and
education content to 200 sites in total across the
country, reaching a population of 40,000.
We have worked closely with development and
digital economy experts to create a global
community ‘STARHub’. STARHub is hosted by the
Satellite Applications Catapult and brings together
satellite capabilities with those exposed to poor
infrastructure in Africa, Asia and South America.
Other partners from the UK include the Royal
African Society, Archbishop Tutu’s Global eHealth
Foundation, Open University, Dalberg Group,
Caribou Digital and the London Institute of Space
Policy and Law.
We were delighted in December 2015 to be
announced as a winner at the first annual Better
Satellite World Awards, organised by the Society
of Satellite Professionals International. This
award recognised our role in providing satellite
communications, to deliver critical data to
support safety services, enable NGO and
humanitarian aid in times of a disaster and
provide a vital communication service wherever
and whenever needed.
EDUCATION
We continued with our funding of the Inmarsat
Chair of Maritime Education and Training at the
World Maritime University which supports the
education of maritime specialists.
We encourage internships with schools and
universities to provide students with the
opportunity to experience first-hand the
engineering and technical aspects of satellite
operations.
This year’s Inmarsat Summer Strategy Challenge
came to a successful conclusion when students
studying science, technology, engineering and
mathematics (STEM) courses from City and
Islington College in London presented their findings
on the ‘Digital Divide’ to a prestigious audience of
industry experts. The challenge was set using the
ongoing UK Space Agency-funded Digital Frontiers
project to bring internet connectivity to local
communities in key growth hubs in Sub-Saharan
Africa. Now in its second year the programme, with
the London-based school, forms part of Inmarsat’s
promotion of STEM education to encourage young
people to be inspired by space-enabled
communications and to follow careers in the
satellite world.
We are also investing in the careers of future
engineers with a new Technology Development
Programme, designed to provide newly qualified
STEM-based graduates with a platform to develop
a career in satellite communications. The graduate
scheme confirms Inmarsat’s commitment to
supporting and enabling the next generation of
world-class engineers. It includes a two-year
tailored programme of continuous learning and
development at Inmarsat, with the continuation
of employment within a technology-focused team
after this initial period.
Our website contains more information on the
areas of education we support including, for
example, our continued support for World Space
Week, an initiative started by the United Nations
in 1999.
27
Our mission is to adopt and support the
following principles:
> provide first-class energy and environmental
management practices;
> comply with all relevant global environmental
legislation and regulatory controls;
> identify significant environmental and social
impacts and establish objectives and targets
for improvement;
> in our main UK site, to recycle a minimum of 90%
of generated waste and to constantly review the
opportunity to use recycled products;
> to actively encourage the conservation of
energy, water and natural resources through the
increased efficiency and introduction of new and
modern technology;
> to encourage all employees to be proactive in
their daily activities by separating their waste
into dry and wet waste receptacles;
> ensuring that printer cartridges are recycled;
> switching off lights, computers, phone chargers
and any other electrical items when not in use;
> reducing business travel and using more
site-based technology such as video and
audio conferencing; and
> to replace inefficient building lighting with
LED technology.
We continue to monitor our energy consumption
and comply with our social and legal responsibilities
in terms of carbon emissions. Please see our
summary of carbon emissions within the Report of
the Directors on page 56. Energy efficiency is one
of the key considerations when replacing obsolete
and inefficient machinery.
In 2015 Inmarsat achieved compliance with the
Department of Energy and Climate Change Energy
Savings Opportunity Scheme. Both our London
and Hague offices were reviewed under the terms
of the scheme and appropriate actions taken.
In 2016 Inmarsat will consider a number of
energy-saving initiatives to support our
compliance efforts at both sites.
We continue to review new technologies and
control building operational strategies. We
continue to be committed to our waste
management and recycling schemes. Video
conferencing and other collaboration tools
allowing visual connectivity are being used to
reduce the dependency on air transport and are
a popular means of communication with staff
working in different locations and across different
time zones.
COMMERCIAL WASTE
In the London office and at our major sites,
we continue a progressive approach to waste
management. Recycling is managed locally in the
larger sites with the separation of plastics, paper
and non-recyclable materials. In the head office
in London, which is the single largest office for the
Group, 100% of waste is diverted from landfill
and this policy has been in place since 2009.
We separate our waste into four streams:
recyclable, non-recyclable, glass and confidential
waste. Confidential waste is shredded and pulped to
be reused in paper products. The non-recyclable
material is incinerated and converted to electricity
and all other waste is recycled. In 2015 our
contractors collected 53 tonnes of recyclable
waste from the London head office and a further
105 tonnes were sent for incineration and
converted into electricity.
SPACE DEBRIS
As a satellite operator, we have adopted the
highest industry standards in terms of space
debris mitigation, including end-of-life graveyard
manoeuvre plans for the disposal of satellites when
they reach the end of their commercial life. Our final
Inmarsat-2 satellite was deorbited in 2014. Its
deorbit was undertaken in full compliance with the
relevant ITU standards. We also deorbited a satellite
we operated for an Asian partner in early 2015.
We expect that during 2016 we will plan to deorbit
the first of our five Inmarsat-3 satellites. We operate
our satellites in geosynchronous orbit which is
approximately 36,000km above the earth. This orbit
has significantly less debris than in a low earth orbit
which is approximately 700km above the earth and
where several MSS operators have their
satellite constellations.
We are also a founding member of the Space Data
Association. Along with Intelsat, SES and Eutelsat
we aim to improve the satellite safety of flight and
make operations in space safer and more reliable.
The Strategic Report, as set out on pages 1 to
51 has been approved by the Board.
On behalf of the Board
ALISON HORROCKS
Chief Corporate Affairs Officer
and Company Secretary
3 March 2016
ENVIRONMENT
In 2015 Inmarsat achieved a carbon disclosure score
of 95 from the Carbon Disclosure Project (CDP)
annual survey. This is our highest score and elevates
us to the same level as telecommunications
companies such as BT and Vodafone. Annually,
Inmarsat has entered the CDP and this year’s
responses followed a deep dive analysis of our
approach to climate change. We were delighted to
receive a good rating from the CDP and in 2016 plan
to undertake more analysis in the area of assurance
and governance.
Although the activities of the Group are judged to
have a low environmental impact and are not
expected to give rise to any significant, inherent
environmental risks over the next 12 months, we
take seriously the environmental issues of running
the business and this is reflected in the additional
information provided to and assessed by the CDP.
Some of our environmental impacts include the
use of natural resources, the consumption of
energy and water and the production of a variety
of waste, in addition to staff and visitors travelling
for business purposes around the globe. We
acknowledge that we have an impact on the local
and global environment and our objective is to
minimise this.
We have approximately 1,700 staff who work in over
50 locations around the world. Of those offices,
warehouses and earth stations, over 80% of our
staff operate from eight locations.
In 2015 we continued to consolidate leased
locations and reduced our locations by eight sites.
In addition we developed a Logistics Strategy with
an objective to consolidate warehouse operations
to three locations across the globe by mid 2017.
The net effect of reducing the number of offices
and warehouses will be to reduce our global CO2
emissions and energy consumption. We plan
to continue our office consolidation programme
in 2016 which will also reduce our impact on
the environment.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 28 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BUSINESS OVERVIEW
MARITIME
Revenue
$593.2m
2014: $595.6m
Delivering value and driving innovation were key to
Inmarsat Maritime’s strategy in 2015. The business
achieved growth across its services portfolio;
reinforcing its position as Inmarsat’s largest market
sector and leader in global maritime communications.
Inmarsat Maritime delivered a series of strategic
initiatives, including the start of its Certified Application
Partner programme and a strategic relationship with
Rolls-Royce focused on autonomous vessels; in
addition to expanding its partner eco-system.
29
EBITDA
Number of FleetBroadband installed vessels
FleetBroadband revenue
$459.4m
2014: $450.4m
41,942
2014: 40,469
$359.7m
2014: $305.9m
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 30 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BUSINESS OVERVIEW
CONTINUED
MARITIME
The Maritime business remains Inmarsat’s largest
single market segment, representing approximately
50% of the Company’s annual MSS revenues.
Though revenue was relatively flat in 2015
significant progress has been made in setting
the foundations for a return to growth in 2016.
In 2015 we successfully positioned ourselves as
the industry driver of innovation in maritime
communications. We further expanded the
Inmarsat ecosystem, with the addition of new
partners (including Ericsson) and application
developers and we became a technology partner
in the autonomous vessel project with Rolls-Royce.
In addition, we embarked on the Certified Application
Partner (CAP) programme, as a structured
approach to driving the development, delivery and
monetisation of premium business applications for
the global maritime market. This CAP programme
is focused on Inmarsat’s Global Xpress broadband
satellite network and gateway infrastructure. As part
of this, we are actively engaging with partners to
drive operational efficiency (planned maintenance,
engine monitoring, chart updates, weather routing);
safety and compliance (pollution monitoring,
anti-piracy, telemedicine, remote surveillance);
IT and security (remote IT support, cyber security,
corporate e-mail); and crew welfare (internet access,
news, sports, movies, TV and radio).
Despite the overall result for the maritime sector,
2015 has been a successful year for the two core
products in our portfolio, FleetBroadband and
XpressLink. Both these products delivered strong
growth and together now account for 76% of
revenue. This growth was driven by a combination
of an increased number of vessels in billing and
the consistent execution of our pricing policy; this
promoted higher levels of usage through flat fee
packages rather than ‘pay as you go’ services,
so offering increased value to the customer and
revenue growth to the business.
The strategy of migrating customers away from our
legacy services continued to deliver net benefits to
the business. Whilst revenue from our legacy Fleet
service declined during the year, FleetBroadband
delivered revenue growth of 18% and by the end of
the year, we had seen a subscriber growth of 3.6%
to almost 42,000 ships at higher average revenue
per user.
XpressLink is our managed service based on
Ku-band and L-band technologies, and is
positioned as a precursor to Fleet Xpress, which is
the name for the maritime Global Xpress Ka-band
service. We accelerated our installation rate over
the year, reducing installation lead times by a
month, taking the installed base to almost 2,500
vessels by the year end (a mix of XpressLink and
legacy VSAT), with a healthy backlog of over six
months’ installations by the end of 2015, all
representing ‘stock for migration’ to Fleet Xpress.
For the migration itself we have developed a ‘light
vessel touch’ hardware platform that enables us to
migrate vessels in a more economical way and in a
shorter timeframe. The platform will also be capable
of hosting future versions of our Network Services
Device software, which will form the heart of our
maritime managed service capabilities.
The Maritime business continues to benefit from
its focus on innovation and development of new
products and services, which has helped to expand
its leadership position in the maritime market and
open up new revenue opportunities.
In 2015 we made an entry into the small vessel
market (leisure and small fishing vessels) with Fleet
One and FleetPhone. Although this is still early days
for Fleet One, we made good early headway with five
distribution partners, including KVH, adopting the
Fleet One service as part of their portfolio on a
pooled price basis highlighting their confidence
in the product. We also made progress with
FleetPhone, with over 10,000 units being activated
by the Chinese Fujian fishing fleet during the year.
31
2015 has been an encouraging
year for our Maritime business.
We are in a strong position to
return to growth in 2016.
Furthermore, we managed to install the first Fleet
Media services in the second quarter of the year,
signing up two distributors for the service and
securing Maersk Tankers as the first customer.
Feedback has been positive, and integration into
the Fleet Xpress standard installation set up will
accelerate the further adoption of this service.
Overall, 2015 has been an encouraging year for
the Maritime business with continued growth in
FleetBroadband and VSAT services and solid
foundations established for the introduction of
Fleet Xpress in 2016. This positions our Maritime
business well for a return to growth in 2016.
FINANCIAL PERFORMANCE
Maritime revenue in the year decreased by $2.4m
(-0.4%) to $593.2m (2014: $595.6m) as continued
strong growth in FleetBroadband and VSAT was
more than offset by the much faster decline in Fleet
and other mainly legacy services. The merchant
maritime industry continues to face severe
commercial headwinds, and this is reflected in
reduced new ship orders, increasing scrappage of
older ships and lay-ups of younger ships (especially
in the Oil and Gas segment), impacting on growth in
new installations and accelerating the decline in
our legacy services on older vessels. However, we
continue to defend and grow our market share in
this important sector, through product and service
innovation and the delivery of value-added
solutions that enable a more efficient ‘smart ship’
operating environment globally.
During 2015, FleetBroadband continued to grow
strongly, rising by $53.8m (+17.6%) despite slowing
markets. At the end of the year there were 41,942
active ships with this service, around 4% higher
than the installed base of 40,469 ships at the end
of 2014. The rate of growth of installations
continued to slow through the year as we
completed the transition of legacy Maritime
services onto FleetBroadband (and this growth
starts to reflect more closely intrinsic maritime
sector growth dynamics) and as negative market
pressures increased. Wholesale ARPU increased by
10% to an average of over $700 for the year,
mainly reflecting price increases at the start of
the year.
VSAT revenue increased by $10.3m (+12.6%) driven
by a 20% increase in the installed base to almost
2,500 ships, mainly comprising XpressLink
customers. VSAT ARPU was little changed over the
year. The net installation run-rate increased steadily
over 2015 with the underlying levels of installations
and terminations both increasing. The backlog of
installation orders continued to rise across the year,
ending the year at over six months of installations.
Revenues from Fleet fell by 52.5%
(2014: 18.6% decline). Revenues from our
other mainly legacy services fell by 20.6%
(2014: 10.0% growth). Together these services
declined by $66.5m during the year. These
services, which often have a higher third-party
component cost and hence lower margin, now
represent 24% of total Maritime revenues,
compared to 35% at the end of 2014.
Maritime costs fell by $11.4m (7.9%), with the
volume driven impact of VSAT cost increases being
more than offset by a reduction in indirect costs
and the change in mix from lower margin/higher
cost mainly legacy products towards higher
margin/lower cost FleetBroadband.
EUKOR ADOPTS GX SERVICES
EUKOR Car Carriers, one of the world’s
largest shipping companies specialising in
the transportation of cars and other rolling
cargo, selected Global Xpress for its fleet
of 27 vessels, for connectivity across the
Indian Ocean region. With plans to roll-out
full global coverage in 2016, EUKOR believes
that having Inmarsat on board will help it
improve business operations across its
global fleet which connects 220 ports; meet
its customers’ needs; optimise operational
efficiency and monitor and improve safety
and environmental performance.
Maritime EBITDA increased by $9.0m (+2.0%)
and Maritime EBITDA margin increased by 1.8%
to 77.4% (2014: 75.6%) with the impact of slightly
lower revenues being more than offset by the
favourable cost impact of improved revenue mix
and lower indirect costs.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 32 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BUSINESS OVERVIEW
ENTERPRISE
2015 saw Inmarsat’s Enterprise business strengthen
its focus on innovation and work with its key markets
in anticipation of the forthcoming launch of industry
specific Global Xpress (GX) services.
Enterprise achieved significant success in early
trials of GX, including its deployment following the
Nepal earthquake, strengthened its sales channel
with five new GX Value Added Resellers and created
a team exclusively dedicated to M2M and the
Internet of Things.
Revenue(1)
$159.5m
2014: $155.9m
(1) 2014 revenue adjusted to exclude disposals of
energy-related assets in 2014 which delivered
revenue of $10.8m in 2014.
33
EBITDA
Number of M2M devices
Number of IsatPhones
$113.1m
2014: $102.1m
326,000
2014: 292,000
140,000
2014: 115,500
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FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 34 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BUSINESS OVERVIEW
CONTINUED
ENTERPRISE
Our underlying Enterprise business, adjusted for
the disposal of our retail energy-related assets,
continued to grow in 2015 despite the impact of
a strong US dollar and headwinds in the BGAN
market over the final quarter of the year. The
increase was driven by growth in machine-to-
machine (M2M) and Enterprise FleetBroadband
(FB) revenue.
Innovation, to both strengthen existing
propositions and to open up new opportunities
to provide Inmarsat services to entirely new groups
of users, was the focus of the business in 2015.
Enterprise, in close coordination with our business
partners, drove further innovation around Global
Xpress (GX) focusing on the needs of the most
demanding customers who required a globally
available, high-reliability managed network.
In anticipation of the commercial launch of GX,
the Enterprise business spent much of 2015
strengthening the distribution channel with four
new GX Value Added Resellers (VARs) appointed,
serving a number of different market verticals
including the energy, aid/NGO and media markets.
Also during the year extensive GX field trials took
place around the globe and GX services were
deployed commercially by the media in Nepal,
following the devastating April 2015 earthquake.
GX has been extensively tested by commercial
partners which will drive accelerated adoption
during 2016. Early interest in GX has been strong,
particularly from customers in the energy, mining
and media sectors.
In 2015 we continued to focus on developing a
long-term M2M connectivity business. Under the
banner of the ‘Internet of Everywhere’ the business
created a team focused on exploiting the rapidly
growing M2M and Internet of Things markets. M2M
connectivity allows devices to communicate with
each other and share information via the internet.
Satellite communications play an increasingly
important role in M2M enablement in specific
vertical markets, enabling a host of applications
ranging from asset tracking and remote surveillance
to Smart Grids and environmental monitoring.
The growth of the M2M business was supported
by the sale of our shareholding in SkyWave to our
new partner ORBCOMM which was completed at
the beginning of 2015. As well as adding ORBCOMM
as a powerful and highly innovative VAR for M2M
services, as part of this deal, Inmarsat acquired the
intellectual property in the IsatData Pro (IDP)
technology and the IDP satellite network assets.
Inmarsat commenced work on developing its own
commercial IDP Gateway in 2015 which we expect
to bring to commercial service during 2016. The
commercialisation of the IDP technology enables
Inmarsat to enhance its portfolio of M2M
connectivity services to both existing distribution
channels as well as enabling new customers and
vertical markets to build its partner ecosystem.
M2M saw an increase in subscribers of 11.6% and
an increase in average revenue per user driven by
product mix driving overall revenue up by 13.7%.
Despite the global downturn in the energy sector,
we saw meaningful growth from our energy
business, particularly from FleetBroadband, which
continued to demonstrate its relevance to a sector
with the highest needs for reliable communications.
The growth in FB was in contrast to BGAN revenue
which declined by 6.0% year-on-year. This
reflected in part competition from low-cost
solutions but also the downturn in the resources
sector and lower event-driven revenue, particularly
in the latter part of the year. 2015 was a year of
ongoing innovation for BGAN to adapt and
improve existing services to meet the evolving
needs of our users. Our Enterprise business
continued to leverage the well-established BGAN
service to deliver new and enhanced capabilities
to users in the media (BGAN HDR), the aid and
development sector (BGAN Link) and the Internet
of Everywhere (BGAN M2M).
35
A team was created to focus on
exploiting the rapidly growing
M2M and Internet of Things
markets.
Despite a challenging year in the global market for
handheld satphones, IsatPhone 2 continues to
meet a key need for users around the world.
IsatPhone 2 offers dependable, high-quality voice
calls, text and email messaging outside cellular and
fixed network coverage. Commercial sales of
IsatPhone 2 were temporarily impacted by a
manufacturing quality issue with a third-party
vendor. As a result, satphone sales were lower
year-over-year though sales returned to normal
levels by the end of the year. Despite this setback the
IsatPhone installed base grew over 21.2%, taking the
number of IsatPhone terminals to over 140,000 with
growth in both prepay and postpay offerings.
We are proud of our partnership with the UK Space
Agency and its Digital Frontiers initiatives. The
Enterprise business plays a central role in this £32m
International Partnerships Space Programme
which seeks to uncover projects where Inmarsat’s
robust satellite communications will be pivotal in
enabling economic growth in areas which lack
appropriate communications infrastructure. The
year saw the launch of two pilot projects – firstly
in partnership with the Equity Bank Group in Kenya
to bring financial and welfare content access to
remote communities and secondly in Nigeria to
provide telemedicine services for pregnant women
and new mothers.
FINANCIAL PERFORMANCE
Underlying revenues (ie excluding the impact of the
sale of our retail energy-related assets in 2014) grew
by $3.6m (+2.3%). Reported revenue fell by $7.2m
(-4.3%) to $159.5m (2015: $166.7m).
The increase in underlying revenues was driven by
strong growth in FB (+48.7%) and M2M revenues
(+13.7%) and a one-off service upgrade supplied to
a major customer in Q3. These results were offset
by IsatPhone handset sales (-25.7%) and lower
BGAN revenues (-6.0%).
Enterprise FB revenues grew by 48.7% in 2015,
despite the downturn in the energy sector, mainly
as a result of increased traffic and tariff changes,
including a price increase in the fixed-to-mobile
interconnect termination rates.
M2M revenues continued to grow well despite
the slow-down in the energy sector as customers
continued to demand connectivity to drive
efficiency. By the end of the year, the total M2M
installed base was over 326,000 terminals.
IsatPhone revenues were adversely impacted by
a manufacturing problem experienced in Q3, which
drove a 25% reduction in handset revenues for the
year. IsatPhone airtime revenues were unchanged
year-on-year.
BGAN revenues were down by 6.0% year-on-year,
mainly driven by fewer events and lower use in the
media and resources sectors than last year.
Operating costs decreased by $18.2m (-28.2%)
compared to 2014, reflecting the disposal of our
retail energy-related assets in 2015, higher product
margins and lower indirect costs.
Enterprise EBITDA increased by $11.0m (+10.8%)
to $113.1m (2014: $102.1) primarily due to growth in
higher margin on-network services. This also
resulted in the Enterprise EBITDA margin increasing
to 70.9%, from 61.2% in 2014.
ERGON ENERGY USES BGAN M2M
FOR EFFICIENT GRID MONITORING
AND CONTROL
Ergon Energy maintains and manages
the electric distribution network across
Queensland, providing energy for over
720,000 homes and businesses, across
some of the most rural parts of Australia,
requiring 160,000km of power lines and
more than a million power poles. The
Inmarsat BGAN M2M service has given
Ergon Energy access to parts of its
distribution network that had previously
been out of bounds, by providing cost-
effective, remote monitoring and control
of the power grid with a constant and
reliable flow of information.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 36 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BUSINESS OVERVIEW
AVIATION
Revenue
$126.8m
2014: $101.1m
2015 was a year of dramatic developments for
Inmarsat’s Aviation business. Revenues grew by
over 25% and a series of strategic announcements
highlighted the potential for both the GX Aviation
service and the European Aviation Network.
Two leading global airlines, Lufthansa Group and
Singapore Airlines, signed as GX Aviation customers,
while Deutsche Telekom signed a strategic
partnership to help deliver unprecedented passenger
connectivity to Europe’s aviation industry.
37
EBITDA
Number of SwiftBroadband active SIMs
SwiftBroadband revenue
$103.7m
2014: $87.2m
7,200
2014: 5,400
$84.6m
2014: $58.8m
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BUSINESS OVERVIEW
CONTINUED
AVIATION
Inmarsat’s Aviation business enjoyed another
strong year in 2015, both financially and
strategically, recording a revenue increase of
25.4% for the full year. Aviation’s revenue growth
was driven by both a higher number of connections
and a higher Average Revenue Per User (ARPU).
The growth was primarily driven by the continuing
strength of our SwiftBroadband (SB) service in
both the business and general aviation markets
and air transport; SB revenues now represent
two-thirds of total Aviation revenues, with
approximately 7,200 active SIMs by the end of
the year. Classic Aero active terminals also grew,
by 9% for the year.
During the year, successful trials of GX Aviation
equipment and network capabilities were
conducted, including streaming videos and live
radio, online conference calls, and downloading
files. Successful helicopter flights were also
conducted by Boeing. These have all validated
the ability of GX to deliver high-speed, global,
broadband connectivity in the air.
We are in advanced stages of negotiation
with major airlines around the world to provide
connectivity solutions for their passengers and
during 2015 confirmed that Singapore Airlines will
procure GX from Inmarsat’s partner SITAONAIR,
with the first installation scheduled for the second
half of 2016.
During 2015, we also signed a 10-year contract
with Lufthansa to provide high-speed connectivity
services on board more than 150 of Lufthansa’s
European fleet from mid-2016. The agreement
also provides a contractual framework to extend
the agreement to other airlines within the wider
Lufthansa Group. Lufthansa has also committed
to trial the European Aviation Network (EAN) when it
becomes commercially available. This development,
alongside Inmarsat forming a strategic partnership
with Deutsche Telekom to develop the ground
component of EAN, represented two major steps
forward for our EAN in 2015.
The strategic partnership with Deutsche Telekom
will seamlessly combine satellite connectivity from
Inmarsat’s new S-band satellite with a LTE-based
ground network to be developed and operated by
Deutsche Telekom. The S-band satellite is currently
being built and is planned to be launched on a
SpaceX Falcon Heavy vehicle as soon as
practicable after construction is completed.
The ground network will comprise approximately
300 LTE sites across Europe, each with a range of
some 80km, which Deutsche Telekom will build and
manage. The satellite and ground networks will be
integrated such that switching between them will
be managed automatically by on-board cabin
systems, with no impact on service delivery.
Deutsche Telekom will take a share of the wholesale
airtime revenues generated by the complementary
ground network. Inmarsat will supply and manage
the satellite service component of the network, and
will lead the marketing and sales of the integrated
connectivity service to European airlines. Inmarsat
and Deutsche Telekom are aiming to have the EAN
ready for full service availability by mid-2017.
Connections and data traffic in the business
aviation market are still growing strongly. During
the year, Inmarsat started work with Honeywell
Aerospace and an antennae development
company, Kymeta, to develop a lighter flat panel
high-speed Ka-band wireless antenna, suitable
to bring higher capacity and speeds to large
commercial aircraft as well as offering standard
GX services to much smaller aircraft in the business
aviation market.
Aviation safety services continue to be in the
industry spotlight, with a range of new services
being trialled in a number of jurisdictions. During
the year Inmarsat announced that Hawaiian
Airlines was the first commercial airline to fly with
our SwiftBroadband Safety service on its Boeing
767-300 fleet. The first flight took place in June
2015, after the Supplemental Type Certificate for
the service was awarded. SwiftBroadband Safety
39
SwiftBroadband Safety will
provide an enhanced version
of our existing safety service
enabling organisations to receive
and transmit messages faster.
will provide an enhanced version of Inmarsat’s
Classic Aero service, enabling Air Navigation
Service Providers and Air Traffic Management
organisations to receive and transmit data and
messages faster and more efficiently. The
SwiftBroadband Safety service is expected to
be commercially available from Q2 2016.
In 2015, we also launched a partnership with
Airservices Australia and other aviation industry
stakeholders to trial improved flight tracking
services on commercial airlines on flights to and
from Australia. This followed the International Civil
Aviation Authority resolution in February 2015,
supported by Inmarsat, to adopt a new 15-minute
tracking standard for commercial aircraft. Based
on the results of the trial, Airservices Australia has
now adopted the 14-minute reporting requirement
as its standard operating procedure in oceanic
airspace. In addition, other Air Navigation Service
Providers have commenced evaluations as a result
of the successful Australian trial.
Europe’s ambitious programme to create the
world’s most advanced and secure air traffic
management system also took a step forward in
2015, with the announcement by Inmarsat and the
European Space Agency (ESA) of the successful
completion of Phase 1 of ESA’s IRIS Precursor; the
‘Final Design Review’ to validate the architecture
and system design, and the safety and security of
ESA’s IRIS programme. ESA’s IRIS programme is
part of the European Union’s Single European Skies
Air Traffic Management Joint Undertaking, which
aims to address the €4bn cost resulting from the
shortcomings of the current European Air Traffic
Management system.
Aviation remains a major growth market, with
connectivity into the cockpit and the cabin, in both
large commercial aircraft and smaller business jets,
expected to see strong growth over the coming
years. Growth in connectivity will be driven by the
increasing number of aircraft in the sky, the need
for more capable and sophisticated operational
and safety services in the cockpit, and the
increasing demand from passengers that they
be online when they are on board an aircraft.
FINANCIAL PERFORMANCE
Aviation revenue for the year grew by $25.7m
(+25.4%) to $126.8m (2014: $101.1m), with SB
now accounting for two-thirds of total Aviation
revenues in the year. Aviation’s revenue growth
was driven by both higher connections and a higher
ARPU, both in our SB service, in the business and
general aviation markets and air transport markets,
and in our legacy Classic Aero service.
SB revenue growth continued to benefit from the
impact of the ‘take-or-pay’ contracts signed with
several key distribution partners in mid-2014.
These contracts applied pricing discounts
retrospectively to the start of 2014 in return for
minimum revenue commitments in the full years
2014 and 2015.
SB revenue increased by 43.7%, with active SIMs
growing by 31.9% to c. 7,200. SB ARPU grew by
8.6% to just under $1,100 per month. Classic Aero
revenue increased by 9.7%, with active SIMs
growing by 8.6% to c. 7,700. Classic Aero ARPU
grew by 0.9% to just over $320 per month.
INMARSAT AND LUFTHANSA GROUP
PARTNERSHIP
Inmarsat’s 10-year strategic partnership
with Lufthansa Group to provide next-
generation connectivity services was
formalised in October 2015. Inmarsat GX
Aviation will power connectivity services
on board more than 150 Lufthansa aircraft,
enabling passengers to make the most of
broadband internet access on their own
mobile devices via a wireless network on
board. Lufthansa will also trial Inmarsat’s
EAN, which combines an S-band satellite
with a complementary LTE ground network
being provided by Deutsche Telekom,
in 2017.
Operating costs increased by $9.2m (-66.2%)
to $23.1m (2014: $13.9m) due to increased
headcount and other costs associated with the
pursuit and delivery of the major growth
opportunities in cabin connectivity. We will invest
further in these areas over the coming years to
maximise the longer-term opportunities for growth.
Aviation EBITDA increased by $16.5m (+18.9%)
to $103.7m (2014: $87.2m). However, the EBITDA
margin decreased to 81.8% (2014: 86.3%)
reflecting the additional costs noted above.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 40 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BUSINESS OVERVIEW
GOVERNMENT
The government market has been challenging. 2015
saw the first signs of a more positive environment as
declines slowed.
The position of Inmarsat’s Government business was
strengthened with the start of global GX services.
The US Government was an early adopter of and the
first to use the service in all three GX regions. Six
nations (US, France, UK, Australia, Germany and
Japan) have now contracted for GX services.
41
Revenue
EBITDA
Number of new countries
$286.6m
2014: $319.9m
$191.0m
2014: $216.4m
8
2014: 13
Scan the image above
using the Inmarsat App to
view Government content.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 42 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BUSINESS OVERVIEW
CONTINUED
GOVERNMENT
Inmarsat saw promising signs in government
SATCOM markets as 2015 drew to a close, having
weathered the storms of shrinking and volatile
worldwide government spending in recent years.
US and coalition nations reached the lowest levels
of deployed land forces in many years, resulting in
historically low MSS revenue early in the year.
However, with increased concerns for global
security as 2015 progressed, we saw slower declines
by the close of the year. Inmarsat’s focus on
programmes to augment military systems, diversify
into new verticals and geographies and launch
innovative, unique products has been key to
improving the resilience of our Government
revenue in this difficult market. Inmarsat’s
alignment with growth opportunities, specifically,
airborne intelligence, surveillance and
reconnaissance (AISR) and special forces’
missions, has established a platform for
future growth.
In addition to the troop deployments, industry
consolidation has led to increased competitive
intensity and continued downward pressure on
government pricing and margins in 2015. Despite
this, Inmarsat’s Ku FSS retail VSAT business in the
US showed signs of stabilisation with a number of
key programme wins.
As the US Government’s demand shifted to rapid,
highly mobile communication capabilities in
support of AISR-driven missions, Inmarsat’s
wholesale government revenue shifted in 2015 to
reflect growing enthusiasm for Global Xpress (GX).
Global rollout of GX on the Inmarsat-5 satellites
has been a strong driver in re-orienting the
business towards a return to growth. US
Government customers have been the first
users on each of the three deployed Inmarsat-5
satellites. Inmarsat’s strategy of seamlessly
augmenting existing fleets of government
spacecraft has enabled existing military SATCOM
terminal users to quickly and easily access
additional capacity and coverage where needed.
At the same time, our introduction of GX managed
services have provided cost-effective global
mobility to users worldwide who are currently
unserved or underserved by military SATCOM.
Six nations have now contracted for GX services,
and many more have the system under evaluation.
Inmarsat has continued to work with its technology
partners to deliver additional innovative GX
products and services to government users.
These have included the launch of a lower-cost
maritime terminal capable of operating on
Inmarsat’s military and commercial Ka-band
services as well as on government military Ka-band
satellites; the demonstration of a GX military
helicopter service capable of delivering super-fast
wideband (10Mbps) through the rotor blades; and
the launch of a roof-mounted terminal for rapid
deployment and emergency response vehicles.
Furthermore, Inmarsat together with its partners,
achieved a significant milestone in successfully
demonstrating the largest bandwidth Protected
Tactical Waveform test over a satellite to date. This
critical capability will bolster the US Government’s
ability to offer protected communications using
Inmarsat’s commercial satellites.
Innovation has also been maintained in the high
mobility government L-band market. Through the
year, users have continued to migrate from legacy
Inmarsat-3 services to better value and more
efficient Inmarsat-4 services. Inmarsat has seized
this opportunity to leverage the resulting release
of capacity to deliver more dynamic lease-based
services. These innovations include the L-band
Tactical Satellite (L-TAC) service, which enables
existing secure government radios to extend their
range many-fold by accessing Inmarsat’s satellites
using a simple additional antenna unit. In 2015,
the L-TAC service has been extended to include
aircraft, and a civilian variant has been launched
for police and emergency services. L-TAC
customers have grown to nine nations, and the
service has been widely applauded for its
life-saving capability.
43
needs: optimal reliability with ubiquitous global
coverage and diversity of assets; availability to
transfer high-speed data without degradation;
compatibility with Milsatcom; and flexibility,
which frees commanders from estimating and
pre-ordering bandwidth before missions.
FINANCIAL PERFORMANCE
Government revenues in the year continued to
decrease, falling by $33.3m (-10.4%) to $286.6m
(2014: $319.9m). This decline reflects the
continued impact of troop withdrawals and the
reduction in government commercial satellite
expenditure generally. Government revenues
are to some degree event and project driven,
and in 2015, we won a material new short-term
contract in the US but saw a major reduction in
the expenditure by one other government. The
combination of all of these factors meant that the
rate of decline in government revenues slowed to
10.4% compared to a decline of 21.7% in 2014.
In the US, government revenues fell by 12.7%
(2014: 31.7%) reflecting one significant short-term
contract win, the end of one major contract, the
introduction of GX and encouraging revenue
growth for new L-band products including Assured
Access, L-TAC and LAISR. Outside the US, revenues
declined by 7.1% (2014: 0.7% growth) due to the
renewal of one major contract in Q1 2015 with a
lower value and a different usage profile. Our
other non-US markets grew in aggregate, with
the markets that we have entered more recently –
eight in 2015 – generally providing growth and the
more established government markets continuing
to see lower expenditure.
Operating costs in the year fell by $7.9m (-7.6%) to
$95.6m (2014: $103.5m) mainly reflecting the mix
and volume impact of the reduction in revenue.
Inmarsat has continued to work
with its technology partners to
deliver additional innovative
GX products and services to
government users.
In response to governments’ ever-increasing
demand for reliable, higher throughput SATCOM,
Inmarsat, together with its partners, have launched
a number of innovative products into this growing
market. Examples include the airborne ISR service,
LAISR, which has been operational in both the
Americas and EMEA regions; the L-band Advanced
Communications Element (LACE) terminal
prototype, which demonstrated record-setting
bi-directional links at 10Mbps from a miniature
terminal; and further enhancements to BGAN,
which allowed Inmarsat to deliver High Data Rate
(HDR) and Low Profile BGAN services.
In the US Government market, the industry saw
awards for major US Navy and Air Force SATCOM
contracts delayed by competitor protest actions;
we expect the outcome to be known in 2016. The
extension of large framework contracts in Australia,
France, UK, Canada, Germany and New Zealand
demonstrate Inmarsat’s continued competitiveness
in the major global defence markets. Meanwhile, the
strategy of increasing diversification into new
geographies and less volatile non-defence verticals
has continued to succeed. Wins have ranged from
fire-brigade solutions in Australia, border security
in the Middle East, disaster response in China,
presidential protection in Africa, government
helicopters in Mexico and telemedicine in Brazil.
Inmarsat is staying the course, with unique trusted
capabilities well matched to governments’ evolving
L-BAND TACTICAL SATELLITE
US and allied military forces rely on
Inmarsat’s worldwide L-band Tactical
Satellite (L-TAC) service to augment and
extend their UHF and VHF capabilities,
allowing them to use existing tactical radios
over Inmarsat’s L-band satellites – saving
money and saving lives. When it became
necessary to move a satellite with active
L-TAC users over 28,000km from its original
location over Africa to the Indian Ocean
region, Inmarsat created 120 customised
beams and switched their positions on a
daily basis to maintain coverage over critical
areas for troops. On the ground, the user
experience was ‘service as usual’ with no
unexpected interruptions or degradation
of service.
Total Government EBITDA in the year fell by
$25.4m (-11.7%) to $191.0m (2014: $216.4m) and
the EBITDA margin of 66.6% remained consistent
with 2014 (2014: 67.6%) reflecting the issues
noted above.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 44 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
FINANCIAL REVIEW
STRONG PERFORMANCE IN 2015
During the year ended 31 December 2015, total
reported Group revenue decreased by $11.8m
(-0.9%) to $1,274.1m (2014: $1,285.9m). After
excluding the impact of the sale of retail energy-
related assets by Enterprise in 2014 (-$10.8m),
total Group revenue fell by $1.0m.
The virtually unchanged underlying revenue
year-over-year reflects continuing growth in
Aviation (+$25.7m), Enterprise (+$3.6m) and
LightSquared revenue (+$13.2m) but a market
driven decrease in Government (-$33.3m) and a
small decline in Maritime revenues (-$2.4m).
Total Group revenue in the year included wholesale
Mobile Satellite Services (MSS) revenue of
$832.8m, 5.2% higher than in 2014 ($791.4m),
with higher wholesale MSS revenue in Maritime
and Aviation more than offsetting the decline in
Government wholesale MSS revenue.
2015
1,274.1
(260.4)
(180.0)
(147.2)
39.5
(548.1)
726.0
(311.2)
9.3
(0.2)
2.5
426.4
1.8
(90.2)
(88.4)
338.0
(56.0)
282.0
2014
1,285.9
(237.3)
(205.7)
(174.1)
32.2
(584.9)
701.0
(291.8)
(1.2)
(1.3)
2.6
409.3
8.1
(75.1)
(67.0)
342.3
(1.2)
341.1
Change
(0.9%)
9.7%
(12.5%)
(15.5%)
22.7%
(6.3%)
3.6%
3.3%
(875.0%)
(84.6%)
(3.8%)
4.2%
(77.8%)
20.1%
31.9%
(1.3%)
4,566.7%
(17.3%)
TONY BATES CHIEF FINANCIAL OFFICER
GROUP RESULTS
These results give the consolidated operating results and financial condition of Inmarsat plc
for the year ended 31 December 2015.
($ in millions)
Revenues
Employee benefit costs
Network and satellite operations costs
Other operating costs
Own work capitalised
Total operating costs
EBITDA
Depreciation and amortisation
Gain/(loss) on disposal of assets
Impairment loss
Share of profit of associates
Operating profit
Financing income
Financing costs
Net financing costs
Profit before tax
Taxation charge
Profit for the year
45
CENTRAL SERVICES BUSINESS
UNIT RESULTS
($ in millions)
Revenue
LightSquared
Other
Total revenue
Operating
costs
EBITDA
Capital
expenditure
Year ended
31 December
2015
2014
Change
88.6
19.4
108.0
75.4
17.5%
27.2 (28.7%)
5.3%
102.6
(249.2)
(141.2)
(257.7)
(155.1)
(3.3%)
9.0%
393.5
332.2
18.5%
Central Services revenue for the year increased
by $5.4m to $108.0m (2014: $102.6m) and the
EBITDA net cost for the year decreased by
$13.9m to $141.2m (2014: $155.1m). This was
primarily due to increased LightSquared revenue,
which rose by $13.2m (+17.5%) to $88.6m
(2014: $75.4m) including the impact of a change
from cash to accrual revenue recognition as
LightSquared emerged from bankruptcy and
obtained new funding.
In Development and Engineering, management of
the highly intensive GX project brought I-5 F2 to
successful launch on 1 February 2015 and I-5 F3
on 28 August 2015. The construction of I-5 F4 and
of our S-band satellite for European aviation both
remain on schedule for completion in 2016. In
December, we signed a contract with Airbus for
the delivery of two new Inmarsat-6 (I-6) satellites.
Service availability levels remained high across all
our networks and all GX regions integrated into the
operational network.
Despite the high levels of activity experienced
across all of the Central Services functions,
operating costs in the full year decreased by $8.5m
(-3.3%) to $249.2m (2014: $257.7m), with foreign
exchange gains in 2015 and one-off inventory write
downs in 2014 offsetting underlying cost increases
required to support for the new GX infrastructure.
REVENUES – BY REPORTING SEGMENT
($ in millions)
Revenue
MSS and other
LightSquared
Total revenue
($ in millions)
Revenue
MSS and other
LightSquared
Total revenue
2015
Maritime
Government
Enterprise
Aviation
593.2
–
593.2
286.6
–
286.6
159.5
–
159.5
126.8
–
126.8
2014
Maritime
Government
Enterprise
Aviation
595.6
–
595.6
319.9
–
319.9
166.7
–
166.7
101.1
–
101.1
Central
Services
19.4
88.6
108.0
Central
Services
27.2
75.4
102.6
Total
1,185.5
88.6
1,274.1
Total
1,210.5
75.4
1,285.9
LIGHTSQUARED COOPERATION AGREEMENT
In December 2007, we entered into a Cooperation
Agreement with LightSquared designed to enable
ancillary terrestrial component (ATC) services in
North America, while protecting the continued
deployment and growth of our own MSS business.
In May 2012, LightSquared filed for a reorganisation
under Chapter 11 of the US Bankruptcy Code. For
the majority of 2015, payments from LightSquared
were subject to significant uncertainty and so
Inmarsat only recognised revenue from
LightSquared when it was received in cash. In
December 2015 LightSquared emerged from
bankruptcy protection and raised new capital so
from the fourth quarter Inmarsat has returned to
accruals-based accounting. This has resulted in
the recognition of a further $17.9m of revenue and
EBITDA in the fourth quarter and in the full year
2015. This accrued revenue was received from
LightSquared in January 2016.
At 31 December 2015, deferred income remaining
in relation to the Cooperation Agreement of
$208.8m was recorded on the balance sheet.
Although the cash has been received, the timing
of the recognition of this deferred income, together
with any related future costs and taxes, continues
to be uncertain.
By the end of March 2016 LightSquared must
decide the amount of spectrum it wishes to opt for
under the current Cooperation Agreement. That
in turn will determine the revenue that will result for
Inmarsat and the costs and timing of the resulting
spectrum reorganisation.
Operating costs in the year fell by $36.8m (-6.3%)
to $548.1m (2014: $584.9m). $9.2m of the
reduction was related to the sale of retail
energy-related assets by Enterprise in 2014. The
remaining $27.6m reduction was due to improved
product mix, which more than offset the additional
growth investment in Aviation and the additional
costs of the new Global Xpress (GX) infrastructure
as it enters commercial operations.
EBITDA in the full year increased by $25.0m
(+3.6%) to $726.0m (2014: $701.0m) and the
Group’s EBITDA margin increased to 57.0%, from
54.5% in 2014, reflecting the issues above.
Depreciation and amortisation increased by
$19.4m to $311.2m (2014: $291.8m) reflecting the
entry into service of the Inmarsat-5 (I-5) satellites,
with depreciation commencing in December 2014
for I-5 F1 and December 2015 for I-5 F2 and I-5 F3.
There was a gain of $9.4m from the disposal of the
SkyWave investment in the first quarter of 2015
and the Group operating profit increased by $17.1m
to $426.4m (2014: $409.3m).
Profit before tax in the year was $338.0m
(2014: $342.3m).
The tax charge for the year was $56.0m, an
increase of $54.8m (2014: $1.2m). This increase
was primarily due to the non-recurrence of the
2014 release of a $53.1m provision made in 2013
for a potential tax liability, which was successfully
settled by the Company in 2014. The underlying
effective tax rate was 20.8% compared to 21.3% in
2014, with the reduction being mainly driven by the
UK tax rate reduction from 21% to 20%.
Profit after tax was $282.0m, compared to $341.1m
in 2014, and basic earnings per share was 63 cents
(2014: 76 cents).
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 46 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
FINANCIAL REVIEW
CONTINUED
RECONCILIATION OF EBITDA TO PROFIT
AFTER TAX
($ in millions)
EBITDA
Depreciation
and
amortisation
Impairment
loss
Other
Operating
profit
Net financing
costs
Taxation
charge
Profit for the
period
Year ended
31 December
2015
726.0
2014
701.0
Change
3.6%
(311.2)
(291.8)
6.6%
(0.2)
11.8
(1.3) (84.6%)
1.4 742.9%
426.4
409.3
4.2%
(88.4)
(67.0)
31.9%
(56.0)
(1.2) 4,566.7%
282.0
341.1
(17.3%)
OPERATING PROFIT
Depreciation and amortisation increased by
$19.4m to $311.2m (2014: $291.8m) as the I-5
satellites entered commercial service in December
2015. Other balances refer to the gain on disposal
of the SkyWave investment and the share of profit
of associates for the year.
As a result of the factors discussed above,
operating profit for the year was $426.4m, an
increase of $17.1m (4.2%), compared with 2014.
The Group has cash and cash
equivalents of $177.3m at year
end and available but undrawn
borrowing facilities of $578.9m.
PROFIT AFTER TAX
Profit after tax was $282.0m, compared to $341.1m
in 2014, and basic earnings per share was 63 cents
(2014: 76 cents).
EARNINGS PER SHARE
Basic and diluted earnings per share for profit
attributable to the equity holders of the Company
were 63 cents and 62 cents, respectively,
compared with 76 cents and 69 cents in
2014, respectively.
DIVIDENDS
The Board will recommend to shareholders
that a final dividend of 31.78 cents per share in
respect of the year ended 31 December 2015
(2014: 30.26 cents), be paid on 27 May 2016 to
ordinary shareholders on the register of members
at the close of business on 13 May 2016.
Shareholders will be asked to approve the final
dividend payment at the Annual General Meeting
on 5 May 2016. Dividend payments will be made
in Pounds Sterling based on the exchange rate
prevailing in the London market four business days
prior to payment.
The 2015 final dividend is not recorded as a liability
in the financial statements at 31 December 2015.
The total dividends paid and proposed in respect of
the year ended 31 December 2015 total 51.39 cents
per ordinary share, an increase of 5% over 2014.
GROUP CASH FLOW
During the year, free cash flow was $132.4m
(2014: $150.1m). The decrease over 2014 is primarily
due to higher capital expenditure (see next page)
partially offset by more cash generated from
operations. The prior year change in working capital
included the release of $43.8m of LightSquared
deferred income (nothing released in 2015).
Overdue receivables in 2015 were also reduced by
around $25m through improved collections.
NET FINANCING COST
The net finance charge in the year increased by
$21.4m to $88.4m (2014: $67.0m), reflecting
a number of one-off factors in the prior year
including an adjustment to the expected maturity
date of the Convertible Bonds and refinancing of
the Group’s Senior Notes. The underlying interest
charge reduced compared to the prior year due to
two main factors. The new Senior Notes issued in
June 2014 incur a lower rate of interest and
capitalised interest was lower as a result of the
lower interest rate and the delay to I-5 F3.
TAXATION
The tax charge for 2015 was $56.0m, an increase
of $54.8m compared with 2014, which resulted in
an effective tax rate for 2015 of 16.6% compared
to 0.4% for 2014. This increase was primarily due
to the 2014 release of a $53.1m provision made in
2013 for a potential tax liability which had arisen
in relation to the Inmarsat-4 satellites.
The underlying effective tax rate is 20.8% for
2015 and 21.3% for 2014. This is calculated after
excluding the impact of non-recurring items, being
the revaluation of UK deferred tax balances in 2015
for the substantively enacted reduction of the UK
rate of corporation tax to 18% which will take place
in future periods, and adjustments in respect of
prior periods (which include the impact of the
release of the provision for potential tax liabilities
for 2014 referred to above).
The remaining difference in the underlying
effective tax rate between 2014 and 2015 arises
primarily from the reduction in the UK rate of
corporation tax from 21% to 20%. With the
reduction becoming effective on 1 April 2015, this
had the effect of lowering the average UK statutory
rate applicable to current year taxable profits to
20.25% (2014: 21.5%).
The tax charge for 2015 was in excess of the cash
tax paid in the year ($12.9m). This arose principally
due to a refund of UK corporation tax overpaid in
prior years which was received during 2015.
DISPOSALS
In January 2015, the Group completed the
sale of its 19% holding in SkyWave Mobile
Communications to ORBCOMM Inc. for total
proceeds of $32.9m and recognised an after-tax
gain of $8.1m. The share sale was one part of a
suite of agreements with ORBCOMM, covering
the joint ownership and future development and
commercialisation of the IsatData Pro technology.
As part of these agreements the Group acquired
SkyWave’s satellite network assets, hosted at three
Inmarsat Satellite Access Stations, for $7.5m.
47
GROUP CASH FLOW
($ in millions)
EBITDA
Non-cash items
Change in working capital
Cash generated from operations
Capital expenditure
Net interest paid
Tax paid
Free cash flow
Acquisition of subsidiaries and other investments
Proceeds on disposal of assets
Dividends paid
Other movement including foreign exchange
Net cash flow
Increase in cash from borrowings
Net (decrease)/increase in cash and cash equivalents
Opening net borrowings
Net cash flow
Non-cash movements(1)
Closing net borrowings
Year ended 31 December
2015
726.0
15.7
(24.7)
717.0
(493.6)
(78.1)
(12.9)
132.4
–
32.9
(223.7)
2.4
(56.0)
26.3
(29.7)
2014
701.0
17.2
(64.8)
653.4
(405.7)
(88.1)
(9.5)
150.1
(46.2)
27.5
(212.6)
0.1
(81.1)
144.7
63.6
1,900.7
56.0
29.1
1,985.8
1,812.8
81.1
6.8
1,900.7
(1)
Includes the impact of deferred financing costs and a non-recurring credit in 2014 to re-base the convertible bonds.
CAPITAL EXPENDITURE
In order to assist investors’ further understanding
of capital expenditure we report capital expenditure
broken down into three main categories of
investment, shown in the table below.
($ in millions)
Major infrastructure
projects(1)
Success-based
capex(1)
Other (eg
maintenance, product
development, R&D)(1)
Cash flow timing(2)
Total cash capital
expenditure
Year ended 31 December
2014
2015
354.1
256.9
29.1
25.8
78.6
31.8
100.1
22.9
493.6
405.7
(1) Capital expenditure is shown on an accruals basis,
excluding capitalised interest.
(2) Cash flow timing represents the difference
between accrued capex and the actual cash flows.
‘Major infrastructure projects’ capex consists of
satellite design, build and launch costs and ground
network infrastructure costs. 2015 expenditure in
this category included expenditure on the I-5 and
S-band satellites and an initial investment in two
I-6 satellites.
‘Success-based capex’ consists of capital
equipment installed on ships, aircraft and other
customer platforms. This expenditure ties closely
to near term new revenues. In 2015 this principally
relates to expenditure on fitting out ships with
maritime customer equipment, but going forward
will also include an increasing amount of aircraft
fit-out costs.
‘Other’ capex investments consists primarily of
maintenance, IT and capitalised R&D costs. In 2015
this investment was spread across a number of
projects, the most material of which pertained to
the development of RFIC technology, costs
associated with creating a fourth full service
L-band region, and enhancements to the Group’s
billing and accounting systems.
GROUP LIQUIDITY AND CAPITAL
RESOURCES
At 31 December 2015, the Group had cash and cash
equivalents of $177.3m and available but undrawn
borrowing facilities of $578.9m under our Senior
Credit Facility and the 2014 Ex-Im Bank Facility.
The Group maintains tax provisions in respect of
ongoing enquiries with tax authorities. In the event
all such enquiries were settled as currently provided
for, we estimate that the Group would incur a cash
tax outflow of approximately $80.0m in 2016 or
2017. The enquiries remain ongoing at this time.
GROUP BALANCE SHEET
The table below shows the condensed consolidated
Group balance sheet:
($ in millions)
Non-current assets
Current assets
Total assets
Current liabilities
Non-current
liabilities
Total liabilities
Net assets
At 31 December
2015
3,712.3
533.8
4,246.1
(719.6)
2014
3,510.9
581.0
4,091.9
(682.7)
(2,276.6)
(2,226.1)
(2,996.2) (2,908.8)
1,183.1
1,249.9
The increase in the Group’s non-current assets of
$201.4m is largely due to our ongoing investment
in the GX infrastructure and the development of
our new S-band programme, less depreciation.
Over $340m was invested in these two
programmes during 2015.
The net decrease in current assets of $47.2m is due
to a number of factors including a decrease in cash
and cash equivalents of $27.1m to $177.3m, and a
decrease in assets held for sale to nil at December
2015 (2014: $32.9m). The prior year balance
related to the SkyWave disposal that had been
remeasured to fair value. Partially offsetting these
was an increase in trade and other receivables by
$19.3m to $324.7m (2014: $305.4m), primarily
attributable to the accrual of LightSquared
revenue due on 31 December 2015.
The increase in current liabilities of $36.9m to
$719.6m (2014: $682.7m) is mainly due to three
issues. The current tax liability increased by
$41.9m, representing a current tax charge in excess
of payments made in the year, principally due to
a refund of corporation tax overpaid in prior years.
Current borrowings increased by $11.3m due to
drawdowns on the 2011 Ex-Im Bank Facility which
has commenced its repayment period of equal
semi-annual instalments. Partially offsetting these
increases was a $10.0m reduction in trade and
other payables.
The increase in non-current liabilities of $50.5m
is primarily due to an increase in non-current
borrowings of $46.7m to $2,033.7m
(2014: $1,987.0m) at 31 December 2015. There
were three main components of this increase;
a net increase in drawdowns on the Ex-Im Bank
Facilities of $77.2m (a portion of which is sitting
in current borrowings and discussed above),
accretion of $25.6m on the Convertible Bonds,
offset by a $44.0m repayment and reduction in
the EIB Facility.
TONY BATES
Chief Financial Officer
3 March 2016
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 48 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
RISK MANAGEMENT
RISK FRAMEWORK
Effective risk management is fundamental to our
ability to meet both our short-term and longer-
term strategic objectives. The Group’s approach
to risk is brought together in an overarching risk
management policy. As well as setting out how
risk is managed the policy sets out the Group’s
tolerance for risk and how this is measured across
identified macro and business risks. We identify and
monitor financial and non-financial risks facing the
business. The Board believes that the behaviour of
individuals across the business in key to under-
pinning an effective risk management culture.
Across the Group an investment has been made
in the articulation and communication of the
Inmarsat values in helping promote the right set
of values to support effective risk management.
As required by the policy, management operates a
risk management process to identify, evaluate and
report significant risks within the business and to
report to the Board on how those risks are being
managed. Risks are initially identified and reviewed
in each business area, then on a quarterly basis
risk registers are formally reviewed by senior
management on a central Risk Committee
represented by each component part of the
business. As part of this review, risks are scored in
terms of probability of occurrence and value at risk,
both before and after mitigation. This helps the
business understand both what risks it is continuing
to carry but also where the key mitigating controls
are within the business. These risk registers are
consolidated in a robust and systematic way to
identify the Group’s principal risks. The key Group
risks are further discussed and reviewed by the
Executive Management Team, who are also
responsible for reviewing their own risk areas. Each
quarter, the resulting risk summary is distributed to
and discussed by the Audit Committee and the
Board, who has overall responsibility for the risk
management framework.
During 2015 the risk management process has
been reviewed and a number of updates made.
The Board as part of the year-end process has
considered top down risks particularly those that
lie outside the normal operations of the business
so may be overlooked by the bottom up risk
assessment process. Secondly risks are now
formally considered on both a gross and a net basis
after mitigation. Finally, an increased emphasis is
being placed on how risks, once identified, are
managed through effective mitigation.
The Board regularly considers the risks faced by
the business, and the actions being taken to
mitigate those risks. As part of the Long Range
Business Plan and risk management processes
particularly, the Board will determine the level of
risk carried and the extent of mitigating activity
required to deliver an acceptable level of net risk.
The Board defines the risk governance framework
and sets the overall risk strategy and the Audit
Committee reviews the risk management
framework and the effectiveness of internal
controls particularly with regard to financial
controls. This includes reviewing the internal audit
programme and related reports to ensure that
all key mitigating controls are being regularly
assessed and where issues are identified that they
are being addressed on a timely basis. Assurance
on broader risk controls is provided by a
combination of internal management information,
internal audits, external audits and Board
oversight. There is also an externally supported
whistleblowing facility.
The management of risk is embedded in our
everyday business activities and culture, with all
our employees having an important role to play.
The diligence applied by staff to consider risk is
reflected in business cases which are submitted
for approval across the company, and ongoing
projects have risks reported on a regular basis.
RISK MANAGEMENT PROCESS
INMARSAT PLC BOARD
AUDIT COMMITTEE
BUSINESS OPERATIONS
> Defines the risk governance
framework, risk culture and principles
> Sets overall risk strategy and policy
> Approves risk levels
> Responsible for an effective system
of internal controls
> Approves risk decisions that are
beyond delegated authorities
> Reviews the risk management
> Review the risk management
framework and the effectiveness of
internal controls, risk management
systems and major risk initiatives
> Reviews the internal audit
programme and reports
framework and the effectiveness of
internal controls, risk management
systems and major risk initiatives
across the Group
RISK COMMITTEE
> Reviews the risk profile against risk appetite and makes recommendations to
management in relation to risk profile, strategy and key controls
> Reviews the suitability of risk methodologies, metrics and policies
> Assesses major risk-related projects
BUSINESS OPERATIONS
> Implement mitigation strategies
49
PRINCIPAL RISKS
The Group faces a number of risks and uncertainties
that may adversely affect our business, operations,
liquidity, financial position or future performance, not
all of which are wholly within our control or known to
us. Some such risks may currently be regarded as
immaterial and could turn out to be material. We
accept risk is an inherent part of doing business; and
we manage the risks based on a balance of risk and
reward determined through careful assessment of
both the potential likelihood and impact as well as risk
appetite. We consider reputational as well as financial
impact, recognising the value attributable to our
brand. The Group faces a number of ongoing
operational risks including litigation, credit and
foreign exchange risk and the risks associated with
dealing with tax authorities in multiple jurisdictions. In
addition the Group is exposed to a broader set of less
well defined risks including reputational risk of those
risks relating to the global economy. The importance
of these risks will vary over time and will be kept under
constant review. Although many of the risks and
uncertainties influencing our performance are
macroeconomic and likely to affect the performance
of businesses generally, others are particular to our
operations in mobile satellite services.
In accordance with the provisions of the UK
Corporate Governance Code 2014, the Board has
taken into consideration the principal risks in the
context of determining whether to adopt the going
concern basis of accounting and when assessing
the prospects of the Company for the purpose of
preparing the viability statement which can be
found on page 51. The going concern statement in
provided on page 55 in the Report of the Directors.
Our principal risks and uncertainties are discussed
on the next few pages and are as summarised in
the Preliminary Results Statement distributed on
3 March 2016. These have been subject to robust
assessment and review. This summary, however, is
not intended to be an exhaustive analysis of all risks
and uncertainties affecting our business and are
not listed in any order of priority.
In identifying the principal risks set out below we
have disclosed those risks that we currently consider
to be the most significant to the Group at the date of
this Annual Report. These principal risks are also
linked to our strategic objectives (page 20).
At the end of 2015, we reviewed our key risks and
this has led to a more streamlined set of principal
risks from the prior year; this has led to a number
of risks being characterised as secondary risks.
These include legal, regulatory and compliance;
the relationship with LightSquared; taxation and
capital funding; the effectiveness of core business
systems and processes; and the retention and
motivation of management and employees.
The gross risk movement from prior year for each
principal risk and uncertainty has been assessed as
either no change; an increased gross risk exposure
or a reduced gross risk exposure.
The key principal risks identified are shown below:
PRINCIPAL RISKS AND UNCERTAINTIES
We show against each risk how it links to our strategy (see page 20) and the movement of each risk during the year.
STRATEGIC OBJECTIVES
MOVEMENT DURING YEAR
1
2
3
4
L-BAND GROWTH
INCREASED RISK IN 2015
GROWTH AND DIVERSITY VIA GX
NO CHANGE IN 2015
GROWTH AND DIVERSITY VIA S-BAND
DECREASED RISK IN 2015
CREATION OF A SOLUTIONS ECOSYSTEM
SATELLITES AND OUR NETWORK
LINK TO STRATEGY: 1
2
3
4
MOVEMENT:
RISK
Our satellites and network fail to operate
effectively which affects revenues and
our reputation
BACKGROUND AND IMPACT
We face risks when we launch our satellites and
while they are in operation. There are only a few
companies who provide service to build and
launch our satellites and if they encounter
problems our launch may be delayed or fail.
Our network may also not be able to cope with
the demand from users.
MITIGATION
We have our resident quality assurance teams to
oversee the manufacture and assembly of our
satellites and launch vehicles. Our control centre
has highly trained professionals with significant
experience in operating satellites who constantly
monitor satellite performance and ensure any
necessary action is taken promptly. We have
launch and in-orbit insurance in place. Our
network is designed to accommodate surges in
traffic demand by flexibly deploying capacity to
those places in need.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 50 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
RISK MANAGEMENT
CONTINUED
NEXT GENERATION SERVICES
LINK TO STRATEGY: 1
2
3
4
MOVEMENT:
RISK
Our product and service innovation fail to meet
market and customer expectations
BACKGROUND AND IMPACT
We may fail to critically assess our market,
technological changes, customer requirements
and competitors’ strategy and to exploit market
opportunities. We may develop next generation
services that will not meet these market
opportunities, or these developments could have
delays or cost overruns impacting on our market
position, revenue or returns on investment.
MITIGATION
We have professional, experienced teams who
focus on large-scale programmes and develop
close relationships with third parties we use to
deliver them. We critically review our detailed
business cases before we proceed and regularly
assess our progress against the original business
cases. We thoroughly review and approve major
development of new services or technology. We
work closely with our partners to ensure our
services and technology meet the demand of our
customers, to identify new customers and to
migrate existing customers who would benefit from
our new services.
Our significant programmes currently underway
are: GX programme for high throughput mobile
broadband service using Inmarsat-5 satellite
Ka-band capacity, S-band satellite programme
for aviation passenger connectivity and
Inmarsat-6 satellite programme to expand our
L-band/Ka-band capacity to provide new and
more advanced services.
SPECTRUM
LINK TO STRATEGY: 1
2
3
MOVEMENT:
RISK
Our ability to use spectrum changes and
affects our ability to provide our service and
generate revenues
BACKGROUND AND IMPACT
We rely on radio spectrum, which has historically
been allocated without charge, to provide our
services. We must agree how it is used in
coordination with other satellite operators. We
may not be able to coordinate usage in the future
and/or may be charged for the spectrum which
could affect our ability to provide services.
MITIGATION
We regularly improve the efficiency of our
spectrum usage through innovation and system
enhancement. We also educate and inform
regulators and governments as to the unique
socio-economic contribution of our mobile
satellite services.
CYBER SECURITY
LINK TO STRATEGY: 1
2
3
4
MOVEMENT:
RISK
Our cyber security systems do not protect our
business operations robustly
BACKGROUND AND IMPACT
Our satellites, networks, systems and processes
may be vulnerable to security risks from
unauthorised access, computer viruses, denial
of services and other security attacks. Our
customers may not use our services if we could not
demonstrate that our services are reliable and
meet certain cyber security requirements.
MITIGATION
We have implemented industry-standard security
measures, and have increased our investment in
state-of-the-art cyber countermeasures and
enhanced cyber security operations to improve
detection and response to incidences.
CRITICAL CUSTOMERS
LINK TO STRATEGY: 1
2
3
4
MOVEMENT:
RISK
If our distributors fail to effectively distribute our
services this can affect revenue generation
BACKGROUND AND IMPACT
We rely on our distribution channel for part of
our revenue and they might not sell our services
effectively or competitively. We provide our
services to many government organisations
around the world which may have conflicting
requirements, and our revenue may be affected by
governments’ reduction in spending and their
other political priorities.
MITIGATION
We build strong relationships with all our partners
and provide them with excellent services to sell
in their markets. We encourage sharing of
information and developing ideas through direct
meetings with our partners and through our
regional and global conferences.
We continue to improve the reliability of our
satellites and services which are critical to our
users. We have introduced new services including
GX services, which are well suited to our
customers.
51
CRITICAL SUPPLIERS
LINK TO STRATEGY: 1
2
3
4
MOVEMENT:
RISK
If key suppliers fail to meet our requirements,
we may not deliver best value for our business
BACKGROUND AND IMPACT
We rely on a limited number of third-party
suppliers and partners in the production of our
satellites, systems, terminals and products and we
may have limited control over availability, quality
and delivery.
MITIGATION
We work closely with our suppliers to review
programme plans, delivery quality and timing to
ensure that they meet our requirements.
VIABILITY STATEMENT
In accordance with provision C.2.2 of the UK
Corporate Governance Code 2014, the Directors
have assessed the viability of the Group over a
three-year period, taking into account the Group’s
current position and the potential impact of the
principal risks documented on pages 49 to 51 of
the Annual Report.
ASSESSMENT PERIOD
The Directors have determined that a three-year
period to 31 December 2018 is an appropriate
period over which to provide its viability statement.
This is the key period of focus within the Group’s
strategic planning process and it reflects the period
over which the Group has reasonable visibility
of both customer contracts and product
development programmes. It is also consistent
with the period over which the business provides
guidance to the market on future revenue and
capital expenditure.
ASSESSMENT PROCESS
The Long Range Business Plan (the Plan), which is
updated annually, formed the basis for the viability
assessment. The Plan, as a matter of routine, takes
account of ‘business as usual risks’ including slower
revenue growth, increased operating costs, higher
working capital requirements and adverse
outcomes to disputed items. In completing the
viability assessment, the Plan was tested against
a number of severe but plausible principal risk
scenarios. Each scenario was tested and the
financial impact estimated based upon a
combination of internal estimates and data
available from reliable external sources. Mitigation
strategies were identified and costed in conjunction
with internal experts to calculate the net likely
financial impact of each scenario. When
determining the scenarios each of the principal
risks was considered with satellites and network,
cyber, critical partners and political risks identified
for more extensive stress testing. The Audit
Committee reviewed and discussed the process
undertaken by management.
CONCLUSION
Based on this assessment, the Directors confirm
that they have a reasonable expectation that the
Company will be able to continue in operation and
meet its liabilities as they fall due over the period to
31 December 2018.
The Group is exposed to particularly high levels
of risk when a satellite is launched though this is
routinely mitigated through launch insurance,
for which there is a well-developed market. Once
satellites have been successfully placed into orbit,
the experience of the last 35 years is that failures
are rare, which is due in part to the high levels
of redundancy that are routinely built into the
satellites and ground network. Looking beyond the
risks associated with the satellites and our network
the geographical and sector diversification of the
Group’s operations help minimise the risk of a loss
that might endanger the viability of the Group.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 52 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BOARD OF DIRECTORS
1.
9.
2.
10.
3.
11.
4.
12.
1. ANDREW SUKAWATY
NON-EXECUTIVE CHAIRMAN
Date of Appointment:
Non-Executive Chairman – January 2015
Executive Chairman – January 2012 to December 2014
Executive Chairman and Chief Executive Officer – March 2004 to December 2011
Chairman – December 2003
Committee Membership: Chairman of the Telecoms Regulatory Committee
and member of the Nominations Committee
Background and relevant experience: Andy served as Non-Executive
Chairman of Ziggo N.V. until November 2014. He has previously been President
and Chief Executive Officer of Sprint PCS, a NYSE listed global national wireless
carrier and Chief Executive Officer of NTL Limited. He also held various
management positions with US West and AT&T and been a Non-Executive
Director on various listed companies. Andy holds a BBA and MBA respectively
from the University of Wisconsin and Minnesota.
External Appointments:
Executive in Residence for Warburg Pincus.
Senior Independent Director of Sky Plc.
2. RUPERT PEARCE
CHIEF EXECUTIVE OFFICER
Date of Appointment:
Executive Director – July 2011
Chief Executive Officer – January 2012
Background and relevant experience: Rupert has been Inmarsat’s Chief
Executive Officer since January 2012. He joined Inmarsat in January 2005 as
Group General Counsel and from January 2009, additionally held the position
of Senior Vice President, Inmarsat Enterprises. Previously, Rupert worked for
Atlas Venture, where he was a partner working with the firm’s European and US
investment teams. Before Atlas Venture, he was also a partner at the
international law firm Linklaters, where he spent 13 years specialising in
corporate finance, mergers and acquisitions and private equity transactions.
Rupert received an MA (First Class) in Modern History from Oxford University
and won the 1995 Fullbright Fellowship in US securities law, studying at the
Georgetown Law Center. He has been a visiting fellow of the Imperial College
Business School, London, lecturing on the school’s Entrepreneurship
programme, and is the co-author of ‘Raising Venture Capital’ (Wiley).
External Appointments: None.
3. TONY BATES
CHIEF FINANCIAL OFFICER
Date of Appointment: June 2014
Background and relevant experience: Tony was previously the Group CFO of
hibu plc (previously Yell Group Plc) where he played a leading role in the
multi-billion pound refinancing of the Group and in the delivery of a much lower
cost operating model. Prior to hibu, Tony was Chief Operating Officer of Colt
Group S.A., the pan-European business telecoms operator. His previous senior
management experience was mainly with EMI Group Plc, latterly as Group
Finance Director. Tony holds a First Class Honours degree in Management
Sciences from the University of Manchester Institute of Science and
Technology. He is a Fellow of the Institute of Chartered Accountants in England
and Wales.
External Appointments: None.
4. SIMON BAX
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: June 2013
Committee Membership: Chairman of the Remuneration Committee
Background and relevant experience: Simon Bax was, from 2008 to 2013,
CEO of Encompass Digital Media Inc, which provides technical services to
broadcasters, cable networks and government agencies. He previously served
as CFO and Executive Vice President of Pixar Animation and CFO and President
of Studio Operations of Fox Filmed Entertainment. Simon holds an Honours
degree in History from Cambridge University and is a chartered accountant.
External Appointments:
Chairman of WiSpire Limited.
Chairman of Archant Limited.
Director of Archant Employee Benefit Trustee Company Limited.
Non-Executive Director of SVG Capital Plc.
Director of the British Bobsleigh and Skeleton Association.
Member of the Gonville and Caius Development Campaign Board.
Member of the Academy of Motion Pictures Arts and Sciences.
Member of the British Academy of Film and Television Arts.
53
5.
6.
7.
8.
13.
5. SIR BRYAN CARSBERG
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: June 2005
Committee Membership: Member of the Audit, Remuneration and Telecoms
Regulatory Committees
Background and relevant experience: Sir Bryan is a Chartered Accountant.
He served eight years as Director General of Telecommunications (head of
Oftel), and then served as Director General of Fair Trading and Secretary
General of the International Accounting Standards Board. He was previously
Chairman of the Council of Loughborough University, a Non-Executive Director
of Cable and Wireless Communications plc, RM plc and Non-Executive
Chairman of MLL Telecom Limited. He was knighted in January 1989. Sir Bryan
is an Honorary Fellow of the Institute of Actuaries and holds an MSc (Econ)
from the University of London.
External Appointments:
Non-Executive Director of Actual Experience plc.
6. STEPHEN DAVIDSON
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: June 2005
Committee Membership: Member of the Audit, Remuneration and
Nominations Committees
Background and relevant experience: Stephen held various positions in
Investment Banking, finally at WestLB Panmure where he was Global Head of
Media and Telecoms and Vice Chairman of Investment Banking. From 1993 to
1998 Stephen was Finance Director, then Chief Executive Officer of Telewest
Communications plc. He was Chairman of the Cable Communications
Association from 1996 to 1998. Stephen holds a First Class Honours degree in
Mathematics and Statistics from the University of Aberdeen.
External Appointments:
Non-Executive Chairman of Datatec Ltd.
Non-Executive Chairman of Actual Experience plc.
Non-Executive Chairman of PRS for Music.
Non-Executive Director of Restore Plc.
Deputy Chairman of Jaywing Group plc.
Director of Informa plc.
7. KATHLEEN FLAHERTY
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: May 2006
Committee Membership: Member of the Remuneration Committee
Background and relevant experience: Kathleen served on the Board of a
number of public companies including Marconi Corporation plc, Telent plc and
CMS Energy Corporation. She was President and Chief Operating Officer of
Winstar International. Her previous career has included senior roles as Chief
Marketing Officer with AT&T and other senior roles with BT and MCI
Communications Inc. Kathleen was a Non-Executive Director of GenTek Inc
until October 2009 and hibu plc until March 2014. Kathleen holds a PhD in
Industrial Engineering and Management Sciences from Northwestern
University, Illinois.
External Appointments: A member emeritus of the McCormick Advisory
Board and its executive committee of Northwestern University.
8. GENERAL C. ROBERT KEHLER (RTD)
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: May 2014
Committee Membership: Member of the Remuneration Committee
Background and relevant experience: General Kehler retired from the US Air
Force in January 2014 with over 38 years’ service. He oversaw a global network
of satellite command and control, communications, missile warning and launch
facilities, and ensured the combat readiness of America’s intercontinental
ballistic missile force. Over his career, he served in a variety of important
operational and staff assignments, and successfully led large organisations
with global responsibilities.
External Appointments:
Proxy board of directors of BEI Precision Systems and Space Company.
Trustee of the Mitre Corporation.
Member of the Advisory Board for Outreach and Online Education of the
Pennsylvania State University.
Senior advisor to McKinsey and Company.
Special advisor to Northrop Grumman Corporation.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 54 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
BOARD OF DIRECTORS
CONTINUED
9. AMBASSADOR JANICE OBUCHOWSKI
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: May 2009
Committee Membership: Member of the Audit Committee
Background and relevant experience: Janice held several senior positions
both in the US Government and in the private sector. She was formerly Head of
Delegation and US Ambassador to the World Radiocommunications
Conference, Assistant Secretary for Communications and information at the
Department of Commerce and Senior Advisor to the Chairman at the Federal
Communications Commission in the US.
External Appointments:
President of Freedom Technologies Inc.
Non-Executive Director of Orbital ATK.
Non-Executive Director of CSG Systems, Inc.
10. DR ABRAHAM PELED
SENIOR INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: June 2013
Committee Membership: Chairman of the Nominations Committee
Background and relevant experience: In November 2015 Abe was appointed
our Senior Independent Director. Abe was Chief Executive Officer of NDS Group
plc from 1995 to 2012, a digital pay-TV technology company, and served as
Chairman and Chief Executive Officer from 2004 to 2012. He was Senior Vice
President of Cisco from August 2012 to January 2014 and has previous senior
management experience with IBM and Elron. Abe has a BSc and MSc in
Electrical Engineering and a PhD in Digital Signal Processing. In March 2013,
Abe was awarded the Lifetime Achievement Award by Digital TV Europe.
External Appointments:
Partner of CyberCloud Ventures.
Senior advisor on technology businesses to Permira.
Chairman of TeamViewer GmbH.
Member of the Operating Committee of Metalogix Inc.
11. ROBERT RUIJTER
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: February 2015
Committee Membership: Chairman of the Audit Committee
Background and relevant experience: Rob served as Chief Financial Officer
of VNU N.V., a publicly listed marketing and publishing company (now the
Nielsen company) between 2004 and 2007. He previously served as the Chief
Finance Officer of KLM Royal Dutch Airlines from 2001 until its merger with Air
France in 2004, and as Chief Finance Officer of ASM International N.V., a
publicly listed manufacturer of electronic components. Rob is a Certified Public
Accountant in the United States and in The Netherlands and a member of the
ACT in the UK.
External Appointments:
Member of the Supervisory Board of Wavin N.V.
Member of the Supervisory Board of Ziggo N.V.
Non-Executive Director of Interxion N.V.
Chairman of the Supervisory Board of Delta Lloyd N.V.
12. DR HAMADOUN TOURÉ
INDEPENDENT NON-EXECUTIVE DIRECTOR
Date of Appointment: March 2015
Committee Membership: Member of the Nominations and Telecoms
Regulatory Committees
Background and relevant experience: Hamadoun was Secretary General of
the International Telecommunication Union (ITU), the specialised agency of
the United Nations dedicated to information and communication technologies
from 2007 to 2014. As such he was a Member of the UN Chief Executive Board
(CEB) and served as Chairman of the UN ICT Network. He was the founding
member of the Broadband Commission for Digital Development and served as
co-vice chair until his retirement from the ITU. In October 2015 Hamadoun was
appointed as Founding Executive Director of SMART Africa Alliance. He was a
Member of the Advisory Board of the International Multilateral Partnership
Against Cyber Threats (IMPACT) until December 2014. He has also had a
distinguished career in the satellite industry. Hamadoun holds a Master’s
Degree in Electrical Engineering from the Telecommunications Institute of
St-Petersburg (Russian Federation) and a PhD in Electrical Engineering from
the University of Informatics and Telecoms of Moscow (Russian Federation).
External Appointments:
Founding Executive Director of SMART Africa Alliance.
Founder of 7Star Holding.
13. ALISON HORROCKS
CHIEF CORPORATE AFFAIRS OFFICER AND COMPANY SECRETARY
Date of Appointment: February 1999
Background and relevant experience: Alison joined Inmarsat in 1999 and
provides corporate governance advice and acts as Company Secretary to the
Board and its Committees. She is a member of the Executive Management Board
and Chairman of the Trustee Company responsible for the Inmarsat UK pension
plans. Alison is a Fellow of the Chartered Secretaries and Administrators. She was
Group Company Secretary of International Public Relations plc, a worldwide
public relations company, for 11 years prior to joining Inmarsat.
External Appointments: None.
BOARD DIVERSITY
BOARD EXPERIENCE
> Regulatory
> Marketing
> Government
> Telecommunications
> Technology
BOARD COMPOSITION
> Financial management
> Developing economies
> Manufacturing
> Cyber security
> Customer service management
Executive:
2
Non-Executive: 10
Male:
10
Female: 2
BOARD TENURE
0-3 Years: 6
4-8 Years: 2
9+ Years: 4
NATIONALITIES
The Netherlands UK
Mali
US
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2015
55
INTEREST CAPITALISATION
The Group capitalised $35.3m during the period under review. The $35.3m of
interest capitalised in the period has been treated as fully tax deductible in
the UK.
BRANCHES
The Group has activities operated through many jurisdictions.
CAPITAL STRUCTURE AND RIGHTS ATTACHING TO SHARES
The Company’s ordinary shares of Euro 0.0005 each are listed on the London
Stock Exchange (LSE: ISAT.L). Details of the issued share capital of the
Company, together with movements in the issued share capital during the year,
can be found in note 24 to the consolidated financial statements.
The Company has one class of ordinary share which carries no rights to fixed
income. On a poll, each member is entitled to one vote for each share of
Euro 0.0005 held. All 138,086 ordinary shares held by the Inmarsat Employee
Share Ownership Trust carry voting rights.
There are no specific restrictions on the size of holding or on the transfer of
shares, which are both governed by the general provisions of the Articles of
Association and prevailing legislation. The Directors are not aware of any
arrangements between shareholders that may result in restrictions on the
transfer of securities or on voting rights. No person has any special rights of
control over the Company’s share capital and all issued shares are fully paid.
GOING CONCERN
The Directors acknowledge the latest guidance on going concern. Despite the
current volatility in financial markets and uncertain economic outlook, the
Directors believe that the Group has a resilient business model, strong free cash
flow generation and is compliant with all its financial covenants. In making their
assessment of going concern, the Directors considered the Board-approved
budget, the rolling forecast, the cash flow forecast and the most recent
five-year long range business plan. In addition, the Directors considered the
maturity profile of existing debt facilities, other liabilities as well as actual and
forecast covenant calculations. Furthermore, the forecasts and covenant
calculations were stress tested by applying a set of downside scenarios.
After making enquiries, the Directors have a reasonable expectation that the
Group has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, Inmarsat continues to adopt the going
concern basis in preparing the consolidated financial statements.
VIABILITY STATEMENT
The viability report containing a broader assessment by the Board of the
Company’s ongoing viability is set out on page 51.
ON-MARKET PURCHASE AUTHORITY
The Directors’ authorities are determined by UK legislation and the Articles of
Association. At the 2015 AGM, the Directors were authorised by shareholders
to allot ordinary shares up to agreed limits and to have the ability to make
market purchases of ordinary shares. Shareholders are being requested to
renew these authorities at the 2016 AGM.
INDEMNITIES AND INSURANCE
Details of the Directors’ and Officers’ liability insurance and the indemnities
provided to the Directors, Company Secretary and certain employees where
they serve as directors of subsidiaries at the Group’s request are provided on
page 62 in the Corporate governance report.
ALISON HORROCKS
CHIEF CORPORATE AFFAIRS OFFICER AND COMPANY SECRETARY
The Directors have pleasure in submitting their report and the audited financial
statements for the year ended 31 December 2015.
This report has been prepared in accordance with requirements outlined within
Companies Act 2006 and forms part of the management report as required
under Disclosure and Transparency Rule 4. Certain information that fulfils the
requirements of the Report of the Directors can be found elsewhere in this
document and is referred to below. This information is incorporated into the
Report of the Directors by reference.
Set out below is the relevant information required to be disclosed in the Report
of the Directors in accordance with Listing Rule 9.8.4R.
RESPONSIBILITY STATEMENT
As required under the Disclosure and Transparency Rules a statement made by
the Board regarding the preparation of the financial statements is set out on
page 93.
BUSINESS REVIEW, STRATEGIC REPORT AND FUTURE
DEVELOPMENTS
The Business reviews are set out on pages 28 to 43 and the Strategic Report is
set out in pages 1 to 51 and they are incorporated into this Report by reference.
These sections also provide details of likely future developments within
the Group.
CORPORATE GOVERNANCE REPORT
Under Disclosure and Transparency Rule 7, a requirement exists for certain
parts of the Corporate governance report to be outlined in the Report of the
Directors. This information is laid out in the Corporate governance report on
pages 58 to 71.
POST-BALANCE SHEET EVENTS
There were no such events required to be disclosed.
RESULTS AND DIVIDENDS
The results for the year are shown in the Consolidated Income Statement on
page 100.
A final dividend of 31.78 cents will be paid on 27 May 2016 to shareholders on
the share register at the close of business on 13 May 2016. Dividend payments
are made in Pounds Sterling based on the exchange rate prevailing in the
London market four business days prior to payment.
From 6 April 2016 the Dividend Tax Credit will be replaced by a new Dividend
Allowance in the form of a 0% tax rate on the first £5,000 of dividend income
per year. Full details of the change and how this may affect your dividend
payment in May 2016 will be included in the Annual Report mailing.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 56 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2015
CONTINUED
EMPLOYMENT POLICIES AND EMPLOYEE INVOLVEMENT
Details of the employment policies and employee involvement are provided in
the Resources and relationships section of this Report and are also in the
Corporate governance report.
TOTAL EMISSIONS 2015
(tCO2e)
LONG-TERM INCENTIVE SCHEMES
Details of the long-term incentive schemes can be found on page 92 of the
Remuneration report.
HEALTH AND SAFETY
The Group is committed to maintaining high standards of health and safety for its
employees, customers, visitors, contractors and anyone affected by its business
activities. During 2015, we have continued to work closely with our subsidiary
companies to harmonise health and safety best practice. Rupert Pearce, our
CEO, is the Director designated for health and safety matters at Board level.
ENVIRONMENTAL PERFORMANCE AND STRATEGY
We operate in over 50 locations with a combined workforce of approximately
1,700 staff. Due to our diversity of activities the Company recognises it has
some impacts affecting the local and global environment. However, it should
be noted that the satellite industry and our own business is low on the scale of
carbon generators. We have provided details of our objectives for how we
manage our environmental activities on page 27. The information below
summarises the report generated over the year regarding our
actual performance.
Our environmental impacts include the use of natural resources, the
consumption of energy and water, the production of a variety of waste, as well
as staff and visitors who travel extensively.
All energy, fuel and waste management activities are controlled by the Business
Environment team which is based in London.
GREENHOUSE GAS EMISSIONS
This section has been prepared in accordance with our regulatory obligation to
report greenhouse gas (GHG) emissions pursuant to Section 7 of the Companies
Act 2006 (Strategic Report and Directors’ Report) Regulations 2013.
The table below shows our greenhouse gas emissions for the years ended
31 December 2015 and 2014:
Global greenhouse gas emissions (tonnes CO2e)
Combustion of fuel and operation of
facilities (Scope 1)
Electricity, heat, steam and cooling
purchased for our own use (Scope 2)
Total Scope 1 and 2
GHG emissions intensity: tCO2e per
million megabytes of IP over our BGAN
network
Other indirect emissions (Scope 3)
2015
1,741
15,810
17,551
27.8
9,562
2014
1,822
16,397
18,219
39.8
3,392
Emissions from the consumption of electricity outside the UK are reported in tCO2
rather than tCO2e because UK Government emissions factors for overseas electricity
currently account for carbon dioxide emissions only. The emissions intensity calculation
is based on a figure of 630.6 million MB of IP.
EMISSIONS INTENSITY – SCOPE 1 and 2
(tCO2e/million MB)
Scope 1
Scope 2
Scope 3
1,741
15,810
9,562
39.8
27.8
FY2014
FY2015
reporting. Our Scope 3 emissions have increased significantly, primarily as a
result of increased business travel associated with two satellite launches that
occurred in 2015, as well as a number of new projects in various locations
around the globe.
METHODOLOGY
We quantify and report our organisational GHG emissions according to ISO
14064-1:2006. Consumption data has been collated by our energy consultant,
Carbon Credentials, and has been converted into CO2 equivalent using the UK
Government 2015 Conversion Factors for Company Reporting in order to
calculate emissions from corresponding activity data. We have also utilised
certain data used for compliance with the CRC Energy Efficiency Scheme and
the Energy Savings Opportunity Scheme (ESOS) when compiling our GHG
disclosure.
REPORTING BOUNDARIES AND LIMITATIONS
We consolidate our organisational boundary according to the operational
control approach and have adopted a materiality threshold of 10% for GHG
reporting purposes. As a result, emissions from locations with fewer than 15
staff on-site have been reasonably estimated as immaterial and are thus
excluded from our GHG disclosure. Emissions for all significant sites have been
disclosed, which includes our top five highest consuming locations: Perth
(Australia), London (United Kingdom), Burum (The Netherlands), Paumalu
(United States) and Palm Bay (United States).
Since 2014 our absolute Scope 1 and 2 emissions have decreased by 4%. This
decrease in emissions has occurred despite a large increase in activity over our
BGAN network. Consequently, our emissions intensity has decreased 30% from
39.8 to 27.8 tCO2e per million MB of IP over our BGAN network.
We have also chosen to voluntarily disclose a selection of our Scope 3
emissions. This year we have expanded the scope of this to include water and
waste, in addition to business travel which we had been previously been
The GHG sources that constitute our operational boundary for the 2015
reporting period are:
> Scope 1: Natural gas combustion within boilers, gas oil combustion within
generators, road fuel combustion within vehicles, and fugitive refrigerants
from air-conditioning equipment.
> Scope 2: Purchased electricity consumption for our own use.
> Scope 3: Business travel, water, and waste.
57
ASSUMPTIONS AND ESTIMATIONS
In some cases, missing data has been estimated using either extrapolation of
available data from the reporting period or data from 2014 as a proxy.
Furthermore, due to improved emissions calculation processes and the
introduction of additional emissions sources we have also restated the
emissions figures for 2014. This allows us to make a more accurate comparison
of performance between 2014 and 2015.
IMPROVING PERFORMANCE
Since establishing our global environmental data programme in 2014 with
Carbon Credentials, we have expanded the scope of this programme; with
quarterly reporting of energy consumption and emissions at several sites.
The purpose of this is to continually monitor consumption in order to identify
opportunities to improve energy performance. We have also begun to monitor
additional environmental impacts, such as water and waste, where this data
is available.
RULES GOVERNING DIRECTORS’ APPOINTMENTS
Rules governing Directors’ appointments are provided on page 66 of the
Corporate governance report.
DIRECTORS’ POWER
Details of Directors’ powers are provided on pages 60 and 61 of the Corporate
governance report.
DIRECTORS AND THEIR INTERESTS
A full list of the individuals who were Directors of the Company during the
financial year ended 31 December 2015 is set out below:
Andrew Sukawaty, Rupert Pearce, Tony Bates, Stephen Davidson, Janice
Obuchowski, Kathleen Flaherty, General C. Robert Kehler (Rtd), Sir Bryan
Carsberg, Dr Abe Peled, Robert Ruijter, Simon Bax and Dr Hamadoun Touré.
John Rennocks was a Director for part of 2015.
In 2015 we submitted a response to the CDP Climate Change programme
gaining a score of 95 C. Within this disclosure we reported the key business risks
and opportunities that climate change presents to Inmarsat.
Details of each Director’s interests in the Company’s ordinary shares and share
awards held are set out in full on page 91.
PRINCIPAL RISKS AND UNCERTAINTIES
Details of principal risks and uncertainties are provided on pages 49 to 51.
FINANCIAL RISK MANAGEMENT
Details of the financial risk management objectives and policies of the Group,
including hedging policies and exposure of the entity to price risk, credit risk,
liquidity risk and cash flow risk are given in notes 3 and 31 to the consolidated
financial statements.
RESEARCH AND DEVELOPMENT
The Group continues to invest in new services and technology necessary to
support its activities through research and development programmes.
POLITICAL DONATIONS
During the year, no political donations were made. It remains the policy of the
Company not to make political donations or incur political expenditure.
However, the Directors recognise that occasions arise where it may be in the
best interests of shareholders for the Company to be able, if appropriate, to
participate in public debate and opinion-forming on matters which affect its
business. To avoid inadvertent infringement of the requirements of the
Companies Act 2006, shareholders are asked annually to give authority at the
Annual General Meeting for the Company to make political donations and to
incur political expenditure.
INTERESTS IN VOTING RIGHTS
As at 3 March 2016, the Company had been notified, in accordance with
chapter 5 of the Financial Services Authority’s Disclosure and Transparency
Rules, of the following significant interests:
Shareholder
Lansdowne Partners Limited
BlackRock Inc
Aberdeen Asset Managers
Jupiter Asset Management Limited
Artemis Investment Management
AXA Investment Management
Percentage of voting rights over
ordinary shares of €0.0005 each
11.72%
7.51%
5.00%
4.82%
3.70%
3.39%
Voting rights are based on the information we believe is a disclosable interest to the
Company, adjusted for the issued share capital as at 3 March 2016.
Details of the Directors’ conflicts of interest policy are provided on pages 62.
ARTICLES OF ASSOCIATION
The Articles of Association can be amended by special resolution of
the shareholders.
AUDITOR
Each of the Directors has confirmed that:
> so far as the Director is aware, there is no relevant audit information of which
the Company’s Auditor is unaware; and
> the Director has taken all the steps that he/she ought to have taken as a
Director to make him/herself aware of any relevant audit information and to
establish that the Company’s Auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the
provisions of s418 of the Companies Act 2006.
A resolution to re-appoint Deloitte LLP as Auditor of the Company and to
authorise the Board of Directors to determine its remuneration will be proposed
at the 2016 AGM.
2016 ANNUAL GENERAL MEETING
The Annual General Meeting will be held on 5 May 2016 at 10.00am at 99 City
Road, London EC1Y 1AX. The Notice of Meeting which sets out the resolutions
to be proposed at the forthcoming AGM is enclosed with this Annual Report.
By order of the Board
ALISON HORROCKS FCIS
Chief Corporate Affairs Officer
and Company Secretary
3 March 2016
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
58 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CORPORATE GOVERNANCE
The scale of investment and transformation of the Company over the last few
years has necessitated us to look at our culture and behaviours to ensure we
take the best from all the businesses we’ve acquired over the years and
implement these across our global workforce. Our values and behaviours are
part of the framework which support how we work with partners and between
employees. We act with integrity and we see this within our Board discussions,
and how this cascades down through the business from the Executive
Management Board. We are very proud of Inmarsat’s brand and are focused on
protecting its integrity for the future.
As Chairman I am able to call on a broad and diverse range of skills and
experience from all my Directors; the blend of experience, nationalities and
range of cultural experience within the Board is valuable to us as we fulfil our
duties to manage the business. Succession planning for the Non-Executive
Directors remains a key focus for the Nominations Committee and the Board
as we plan for the retirement of our original Directors who joined the Board in
2005. To support this transition, Stephen Davidson will retire before the 2017
AGM and we will continue to review future Non-Executive Director succession
planning annually going forwards.
We hope the information in this Report will help you to understand how your
Board runs the Company, manages risks, monitors internal controls, and how
decisions have been made.
ANDREW SUKAWATY
Chairman
3 March 2016
LEADERSHIP
THE BOARD
OVERALL SUMMARY STATEMENT ON CORPORATE GOVERNANCE
The Company is committed to the highest standards of corporate governance.
The Directors consider that the Company has, throughout the year, complied
with the provisions of the UK Corporate Governance Code save as noted below.
During 2015, Andrew Sukawaty was Chairman. He did not meet the
independence criteria on appointment as he had previously been an Executive
Director. Although the Code recommends that the Chairman is independent on
appointment, the Board unanimously believes that his wide experience means
that he remains extremely well qualified to lead the Company as its Chairman
and has the skills and experience to ensure that the Board continues to
function effectively. The recently appointed Senior Independent Director,
Dr Abe Peled, who took over the role from John Rennocks upon his retirement in
November 2015, plays a key role within the Company on any matters which may
be raised of a governance nature.
HOW THE BOARD OPERATES
To ensure effective corporate governance, your Board has structured its
governance framework as set out on the next page.
The Board has established Committees to assist it in exercising its authority and
in 2015 created an additional Committee – the Telecoms Regulatory
Committee. The permanent Committees of the Board are therefore the Audit,
Remuneration, Nominations and Telecoms Regulatory Committees. Each
Committee has Terms of Reference under which authority is delegated by the
Board. A copy can be found on our website at www.inmarsat.com. Reports of
the Committees can be found on pages 64 to 92.
ANDREW SUKAWATY
CHAIRMAN
CHAIRMAN’S INTRODUCTION
Your Board manages the Inmarsat business in a transparent, open and honest
manner. We achieve this by maintaining high standards of corporate
governance. The Board is ultimately responsible to shareholders for all our
activities: for delivering our strategy and financial performance in the
long-term interests of the Company, for efficiently using our resources and
having regard to social, environmental and ethical matters.
The Board approves the Group’s governance framework with the Board
Committees contributing their specialist focus to key areas such as
remuneration policy, internal controls and risk management.
Our governance framework includes the changes introduced by the UK
Corporate Governance Code (the Code) and the Large and Medium-sized
Companies and Groups (Accounts and Report) (Amendment) Regulations 2013
(the Regulations). We comply with the Code with one exception that I, as
Chairman, was not considered independent on appointment because I was
previously an executive director. However we have a strong Senior Independent
Director, Dr Abe Peled, who provides additional independence to respond to any
shareholder queries. This independence was previously provided by John
Rennocks who also had the title of Deputy Chairman whilst I held an
executive position.
During 2015 there were changes in Board membership which I’ve summarised in
my opening Chairman’s statement on pages 4 and 5 and also note later in this
Report. With changes in chairmanship of three of our Committees during 2015,
and the establishment of a new Committee, called the Telecoms Regulatory
Committee which focuses on this critical area of our business operations, the
Board unanimously believes that discussion and debate has continued to be at a
high standard and the three new Chairmen have adapted well in taking on their
additional responsibilities.
We also include a statement made by the Directors, on page 93, that they
consider the Annual Report, taken as a whole, to be fair, balanced and
understandable. The processes including financial controls and reporting, and
risk management, which underpin and support our confidence in making this
statement are long-established and embedded into our business. In addition
our Internal Audit Department reviewed the narrative sections of the Annual
Report. In line with its terms of reference, a subset of the Disclosure Committee
also reviews the Annual Report to ensure it contains all necessary disclosures
to fairly present the Company’s and the Group’s financial condition and results
of operations. Our external auditors review the narrative sections of the Annual
Report to identify any material inconsistencies with the financial statements.
Our Board members receive drafts of the Annual Report in sufficient time to
facilitate their review and input.
59
BOARD COMMITTEES
CHAIRMAN
ANDREW SUKAWATY
Key objectives:
> Leadership, operation and governance of the Board
> Setting the agenda for the Board
INMARSAT PLC BOARD
12 DIRECTORS: TWO EXECUTIVE DIRECTORS, THE CHAIRMAN AND NINE
INDEPENDENT NON-EXECUTIVE DIRECTORS
Key objectives:
> Responsible for the overall conduct of the business; setting strategy
AUDIT COMMITTEE
CHAIRMAN:
ROBERT RUIJTER
4 INDEPENDENT
NON-EXECUTIVE
DIRECTORS
REMUNERATION
COMMITTEE
CHAIRMAN:
SIMON BAX
5 INDEPENDENT
NON-EXECUTIVE
DIRECTORS
Key objectives:
> Oversight and
review of financial
and operational
risk management,
audit and internal
control issues
Key objectives:
> Oversight and
review of
remuneration,
bonus and share
plan issues
NOMINATIONS
COMMITTEE
CHAIRMAN:
DR ABRAHAM PELED
3 INDEPENDENT
NON-EXECUTIVE
DIRECTORS AND A
NON-INDEPENDENT
MEMBER
Key objectives:
> Oversight and
review of Board
and senior
management
appointments
and succession
planning
TELECOMS
REGULATORY
COMMITTEE
CHAIRMAN:
ANDREW SUKAWATY
3 INDEPENDENT
NON-EXECUTIVE
DIRECTORS AND A
NON-INDEPENDENT
CHAIRMAN
Key objectives:
> Oversight of key
regulatory
challenges
CHIEF EXECUTIVE
RUPERT PEARCE
Key objectives:
> Management of
the business
> Implementation of
strategy and policy
Read more on page 68
Read more on page 73
Read more on page 64
Read more on page 67
EXECUTIVE MANAGEMENT BOARD
CHAIRMAN: RUPERT PEARCE
13 MEMBERS MADE UP OF THE EXECUTIVE DIRECTORS, BUSINESS UNIT
PRESIDENTS, GROUP FUNCTION HEADS
Key objectives:
> To focus on strategy, financial performance, succession planning, business growth,
organisational development and support of Group-wide policies
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 60 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CORPORATE GOVERNANCE
CONTINUED
ROLE OF THE BOARD
Our Board is responsible for the overall conduct of the Inmarsat Group’s (the
Group) business. It is the primary decision-making body for all material matters
affecting the Group. It provides leadership and guidance, and sets our strategic
direction.
BOARD MEETING CALENDAR AND REGULAR AGENDA
ITEMS DISCUSSED:
Q1
Q2
Q3
Q4
Our Board is ultimately accountable to the shareholders for:
Review and approval of preliminary results
> the performance and proper conduct of the business;
> being responsible for the long-term success of the Company, having regard
for the interests of all stakeholders; and
> being responsible for ensuring the effectiveness and reporting on our
system of corporate governance.
Responsibility for implementing strategy within the Group’s operations and for
day-to-day management of the business is delegated to the Chief Executive
Officer who, as part of the Executive Management Board, cascades this
responsibility through the Group. The CEO is empowered by the Board to
handle all business activities up to a designated level of authorisation and to
report to the Board for guidance, support and approval on other matters which
require Board input. A list of the members of the Executive Board is provided on
page 9.
Review and approval of full year dividend
Risk review
CEO commentary against business priorities
CFO financial review
Business Unit and Central Services presentations
covering financial results and operational activity
Regular competition and strategy overview
A formal schedule of matters specifically reserved for decision or consideration
by the Board as a whole has been agreed by the Directors. This schedule covers
areas such as:
Health and Safety update
Annual review of Bribery Act compliance
> the Group’s business strategy and long-term plans;
> major capital projects;
> investments; and
> acquisitions and divestments.
Board evaluation output and recommendations
Review and approval of first quarter results
The Board has an annual rolling plan of items for discussion which is reviewed
formally at Board meetings and adapted regularly to ensure all matters
reserved to the Board, with other items as appropriate, are discussed. There is
an established procedure for the review of the agenda between the Chairman,
Executive Directors and Company Secretary in advance of each Board
meeting. At each Board meeting there is a detailed report on current trading
from the Chief Executive and Chief Financial Officer and detailed papers are
provided on matters where the Board will be required to make a decision or give
approval. Where appropriate, specific responsibilities are delegated to Board
Committees or to committees convened for special purposes.
Cyber security presentations
Two-day strategy discussion
Review of forward agenda items
Review and approval of half year results
Interim dividend approval
Deep dive risk review
Review and approval of long range business plan
Two-day Board meeting held in Washington DC
Regulatory strategy update
Review and approval of Q3 results
Annual review of conflicts of interest register
Preparation for Board evaluation
Annual treasury policy approval
Approve following year’s budget
Annual detailed report on the performance of
the satellite constellations
61
INDEPENDENT NON-EXECUTIVE DIRECTORS
The diverse experience and backgrounds of the Non-Executive Directors
ensures that they can provide a strong independent element on the Board,
debate, and constructively challenge management both in relation to the
development of strategy and review of the Group’s operational and
financial performance.
To determine their independence, all Non-Executive Directors are reviewed
by the Nominations Committee annually against any circumstances relevant
to their current or ongoing independence as set out in the Code and
recommendations are made to the Board. Following such review, the Board
considers all the Non-Executive Directors to be independent and free of any
circumstances that could materially interfere with their ability to provide a
strong and valuable contribution to the Board’s deliberations, or which could
interfere with the individual Director’s ability to also act in the best interests
of the Group. The Nominations Committee additionally considers the
independence carefully once a Non-Executive Director has served for nine
years or more to assess whether their contribution to the Board remains
valuable and valid to support the Company’s strategic objectives.
EXECUTIVE MANAGEMENT BOARD
The Chief Executive chairs the Executive Management Board which meets on
a weekly basis. As part of its remit, this team focuses on the Group’s strategy,
financial reviews and long range business planning, the competitive landscape,
operational updates from all areas of the business, risk review, learning and
development and organisational development. 2016 will see a focus on a
change management programme covering enhancements in processes and
systems, and a review of operational structure to better support our staff and
our partners. The Executive Management Board includes the Executive
Directors, the Business Unit Presidents and the key functional heads. The
names of the Executive Management team are shown on page 9.
GOVERNANCE AND CONDUCT OF BOARD MEETINGS
Our Board meets as often as necessary to effectively conduct its business.
During 2015, the Board met eight times, with one of those meetings being held
over two days in Washington DC. During 2015 there was an additional overseas
Board meeting held at our Palm Bay office in Florida and in 2016 we will have
our two-day strategy event at our office in Ålesund, Norway. These meetings
in local offices provide the Board with exposure to our staff and business
operations outside the London headquarters. Key management are invited
to attend all Board meetings to present on specific business issues which will
include an operations update for each of the Business Units and central
services divisions, covering commercial, technology and operational matters.
Unscheduled supplementary meetings also take place as and when necessary.
In instances where a Director is unable to attend Board or Committee meetings,
any comments which he or she may have arising out of the papers to be
considered at the meeting are relayed in advance to the relevant Chairman or the
Company Secretary who would then report to the Board or Committee thereon.
The use of the electronic portal for the Directors to access Board and
Committee papers has proved very effective. At each meeting, the Chief
Executive Officer and Chief Financial Officer provide reports to the Board and
several senior executives, by invitation, present updates on strategy and focus
on specific parts the Group’s operations. This way the Board is given exposure
to the next layer of management at the Executive Board level and often from
their direct reports. This is helpful to the Board as it supplements the
discussions it has regarding planning for management succession. All
Committee Chairmen report verbally on the proceedings of their Committees
at the next Board meeting. Meeting proceedings and any unresolved concerns
expressed by any Director are minuted by the Company Secretary.
KEY ROLES AND RESPONSIBILITIES
THE CHAIRMAN
Andrew Sukawaty
The role of the Chairman is set out in writing and agreed by the
Board. He is responsible for:
> effective leadership, operation and governance of the Board;
> ensuring the effectiveness of the Board;
> setting the agenda, style and tone of Board discussions; and
> ensuring Directors receive accurate, timely and clear
information.
THE CHIEF EXECUTIVE OFFICER
Rupert Pearce
The role of the Chief Executive is set out in writing and agreed by
the Board. He is responsible for:
> the day-to-day managing of Inmarsat’s operations and its
financial results;
> recommending the strategic objectives for the Inmarsat Group,
for debate, challenge and approval by the Board;
> responsibility for ensuring we meet the milestones for our key
programmes with a priority to target revenue growth and
deliver enhanced returns to shareholders; and
> chairing the Executive Management Board.
Mr Pearce is the Board sponsor for environmental and social
governance, community investment, and other corporate social
responsibility matters.
THE SENIOR INDEPENDENT DIRECTOR
Dr Abe Peled
The Senior Independent Director is responsible for:
> acting as a sounding board for the Chairman;
> serving as an intermediary for the other Directors;
> reviewing the Chairman’s performance with the Non-
Executive Directors;
> being available to discuss issues or concerns from our
shareholders where they have been unable to resolve them
through existing channels for investor communications; and
> convening regular meetings of the Non-Executive Directors.
THE COMPANY SECRETARY
Alison Horrocks
The Company Secretary acts as Secretary to the Board and its
Committees and in doing so she:
> assists the Chairman in ensuring that all Directors have full and
timely access to all relevant information;
> assists the Chairman by organising induction and
training programmes;
> assists the Chairman with the annual Board
evaluation procedure;
> is responsible for ensuring that the correct Board procedures
are followed and advises the Board on corporate governance
matters; and
> administers the procedure under which Directors can, where
appropriate, obtain independent professional advice at the
Company’s expense (no requests for external professional
advice were received during the year).
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 62 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CORPORATE GOVERNANCE
CONTINUED
The Non-Executive Directors meet annually and on an ad-hoc basis, without the
Chairman and other Executive Directors in attendance, to assess the Chairman’s
performance, discuss Board balance, monitor the powers of individual Executive
Directors and raise any issues between themselves as appropriate.
As part of its regular Board meeting schedule, the Board also holds a two-day
strategy meeting each year at which it considers the future direction of the
business. Strategy sessions are attended by several senior executives who
present on specific agenda items. Elements of the business strategy are
reviewed regularly at Board meetings.
INDEMNIFICATION OF DIRECTORS
Directors’ and Officers’ insurance cover has been established for all Directors
and Officers to provide cover against their reasonable actions on behalf of the
Company. In accordance with our Articles of Association and to the extent
permitted by the laws of England and Wales, Directors, the Company Secretary
and certain employees who serve as directors of subsidiaries at the Group’s
request have been granted indemnities from the Company in respect of
liabilities incurred as a result of their office. Neither our indemnity nor the
insurance provides cover in the event that a Director is proven to have acted
dishonestly or fraudulently. No amount has been paid under any of these
indemnities during the year.
CONFLICTS OF INTEREST
The Company has in place procedures for managing conflicts of interest and
is aware of any potential conflict through an annual review of the other
commitments of its Directors. We are satisfied these commitments do not
conflict with their duties as Directors of Inmarsat. During the year, where there
were agenda items being raised for discussion which could have the perception
of a conflict of interest for the individual Director, these were discussed at the
relevant Board meeting and agreed in each case there were no conflicts of
interest identified. The Company’s Articles of Association contain provisions to
allow the Directors to authorise potential conflicts of interest so that a Director
is not in breach of his/her duty under company law. As noted above, and
happened in practice, should a Director become aware that they have an
interest, directly or indirectly, in an existing or proposed transaction with the
Company, they are required to notify this to the Company Secretary. Directors
have a continuing duty to notify any changes to their conflicts of interest to the
Company Secretary and any changes are noted in the conflicts register.
BOARD MEETING ATTENDANCE
The attendance of the Directors at the Board meetings held in 2015 is shown in
the next table. Robert Ruijter and Dr Hamadoun Touré joined the Board on
1 February and 1 March 2015 respectively. Attendance at Committee meetings
is shown in the relevant Committee reports.
NUMBER OF SCHEDULED BOARD MEETINGS HELD AND MEETING
ATTENDANCE IN 2015
Andrew Sukawaty (Chairman)
Rupert Pearce
Tony Bates
Simon Bax
Sir Bryan Carsberg
Stephen Davidson
Kathleen Flaherty
General C. Robert Kehler (Rtd)
Dr Abraham Peled
Janice Obuchowski
Robert Ruijter(1)
Dr Hamadoun Touré(2)
John Rennocks(3)
(1) Appointed on 1 February 2015.
(2) Appointed on 1 March 2015.
(3) Retired on 6 November 2015.
Meetings
8/8
8/8
8/8
8/8
8/8
8/8
8/8
8/8
8/8
8/8
7/7
7/7
7/7
Percentage
attendance
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
RISK MANAGEMENT PROCESS
An overview of the Group’s framework for identifying and managing risk, both at
an operational and strategic level, is set out on pages 48 and 51 in the Strategic
Report. The Board has responsibility for managing risk and although the Audit
Committee has responsibility for the risk management process it does not
delegate overall responsibility for risk to either the Audit Committee or
management. As noted in the detailed risk report in the Strategic Report, the
Board has asked for a review of the risk process system to focus on key
significant risks and updates on mitigating activities.
The Board have annual updates on the Company’s policies for compliance
with the UK Bribery Act, and the US Foreign Corrupt Practices Act (FCPA)
requirements and health and safety. As part of our commitment to preventing
bribery and establishing a culture that does not tolerate corruption wherever
and in whatever form it may be encountered, we have a formal Board-approved
anti-corruption policy and a summary of the anti-bribery policy is included on
our website. We have appropriate procedures in place, in line with guidance
provided by the Ministry of Justice to ensure compliance with current
legislation. An independently managed, confidential whistleblowing helpline
(email and telephone) is available to employees to use and there was only one
enquiry phone call made to it during 2015.
The Company recognises the importance of electronic information, systems
and network security (cyber security). We are increasingly required to be
compliant with, or align to, various legal, contractual and regulatory standards
and codes of practice relative to information security governance and the
preservation of the confidentiality, integrity and availability of customer or
internal data and services. This is part of a broader programme supported by a
dedicated cyber security team whose primary role is to safeguard the Company
to meet its legal and regulatory obligations, maintain business continuity and
limit damage to business interests by preventing and reducing the occurrence
of security incidents and their impact upon business operations.
In addition, the Company has been steadily increasing its investments on cyber,
not only in terms of leadership resources and additional skills but also in terms
of considering opportunities to influence upcoming cyber standards in its core
markets and exploring options to offer cyber-as-a-service to some of its key
customer communities.
63
> Financial reporting: monthly management accounts provide relevant,
reliable and up-to-date financial and non-financial information to
management and the Board. Analysis is undertaken of differences between
actual results and the annual budget on a monthly basis. Annual plans,
forecasts, performance targets and long range financial plans allow
management to monitor the key business and financial activities, and the
progress towards achieving the financial objectives. The annual budget is
approved by the Board. The Group reports half-yearly based on a
standardised reporting process, and in addition, also reports on a
quarterly basis.
> Information systems: information systems are developed to support the
Group’s long-term objectives and are managed by professionally staffed
teams. Appropriate policies and procedures are in place covering all
significant areas of the business.
> Contractual commitments: there are clearly defined policies and
procedures for entering into contractual commitments. These include
detailed requirements that must be completed prior to submitting proposals
and/or tenders for work, both in respect of the commercial, control and risk
management aspects of the obligations being entered into. New business
plan approval processes and a new procurement process have been
introduced which will further strengthen the review of contractual
commitments before any such commitment is agreed to.
> Monitoring of controls: the Audit Committee receives regular reports from
the internal and external auditors and assures itself that the internal control
environment of the Group is operating effectively. There are formal policies
and procedures in place to ensure the integrity and accuracy of the
accounting records and to safeguard the Group’s assets. Significant capital
projects and acquisitions and disposals require Board approval. There are
formal procedures by which staff can, in confidence, raise concerns about
possible improprieties in financial and pensions administration and other
matters – often referred to as ‘whistleblowing’ procedures. A new worldwide
anonymous whistleblowing programme was introduced in 2014 and has
continued in operation during the year with monthly reports issued by the
external provider to the Company Secretary and Head of Internal Audit.
Arrangements are in place for proportionate and independent investigation
and appropriate follow-up action with the results being reported to the
Audit Committee.
DIRECTORS’ REMUNERATION
Details of the Company’s remuneration policy and Directors’ remuneration are
contained in the Directors’ Remuneration report on pages 73 to 92.
INTERNAL CONTROLS
The Board acknowledges its responsibility for establishing and maintaining the
Group’s system of internal controls and it receives regular reports from
management identifying, evaluating and managing the risks within the
business. The system of internal controls is designed to manage, rather than
eliminate, the risk of failure to achieve business objectives and can provide only
reasonable and not absolute assurance against material misstatement or loss.
The Audit Committee reviews the system of internal controls through reports
received from management, along with those from both internal and external
auditors. Management continues to focus on how internal control and risk
management can be further embedded into the operations of the business and
to deal with areas of improvement which come to management’s and the
Board’s attention.
The Company has an established Disclosure Committee with responsibility for
reviewing and approving controls and procedures over the public disclosure of
financial and related information and other procedures necessary to enable
the Chairman, Chief Executive Officer and the Chief Financial Officer to provide
their certifications in relation to publicly disclosed information. The Disclosure
Committee comprises the Chairman, both Executive Directors, Company
Secretary and other senior executives.
The Board and the Audit Committee have carried out a review of the
effectiveness of the system of internal controls during the year ended
31 December 2015 and for the period up to the date of approval of the
consolidated financial statements contained in the Annual Report. The review
covered all material controls, including financial, operational and compliance
controls and risk management systems. The Board confirms that the actions it
considers necessary have been, or are being taken to remedy any significant
failings or weaknesses identified from its review of the system of internal
control. This has involved considering the matters reported to it and developing
plans and programmes that it considers are reasonable in the circumstances.
The Board also confirms that it has not been advised of material weaknesses in
the part of the internal control system that relates to financial reporting.
The key elements of the Group’s system of internal controls, which have been in
place throughout the year under review and up to the date of this Report, include:
> Risk management: an overarching risk management policy is in place which
sets out the tolerance for risk within the Group and how this is measured
across identified macro and business risks. As required by the policy,
management operates a risk management process to identify, evaluate and
report significant risks within the business and to report to the Board on how
those risks are being managed. Risks are highlighted through a number of
different reviews and culminate in a risk register, monitored by Risk
Committees across the Group, which identify the risk area, the probability of
the risk occurring, the impact if it does occur and the actions being taken to
manage the risk to the desired level. All the risk registers are reviewed by
senior management and provided quarterly to the Board and to the Audit
Committee. Details of the risk process and key risks are shown on pages 48
to 51 in the Strategic Report.
> Management structure: there is a clearly defined organisational structure
throughout the Group with established lines of reporting and delegation of
authority based on job responsibilities and experience. Within the business,
senior management meetings occur regularly to allow prompt discussion of
relevant business issues. A process of self-certification is used where Directors
and senior managers are required to detail and certify controls in operation to
mitigate risk in key process areas. They also confirm annually, in writing, that
risk management processes are in place and are operating effectively.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 64 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CORPORATE GOVERNANCE
CONTINUED
EFFECTIVENESS
REPORT OF THE NOMINATIONS COMMITTEE
DR ABRAHAM PELED
CHAIRMAN, NOMINATIONS COMMITTEE
“I am delighted to become Chairman of this
Committee. We continue to contribute our time
and experience to enable good decision making
by the Committee to support the business.”
2015 KEY ACHIEVEMENTS
We supported the appointment of two additional talented
Non-Executive Directors who joined the Board in 2015
We reviewed the independence of our longer-serving Directors and
determined they continue to demonstrate the right qualities of
independence and judgement
We reviewed the senior management succession plan, and considered
the talent available below the Executive Management Board level
MEMBERS IN 2015
Scheduled meetings attended
Dr Abraham Peled (Chairman)
Stephen Davidson
Andrew Sukawaty
Dr Hamadoun Touré
John Rennocks
AREA OF FOCUS FOR 2015
An area of focus for the Committee has been Non-Executive Director
succession planning. We purposefully increased the size of the Board
starting in 2014 to allow time for new Directors to come up to speed on our
business activities and ambitions before longer-serving Directors retired.
We have found this has worked very well and the new Directors have brought
an additional skill-set and breadth of experience to Board discussions.
The Nominations Committee comprises a majority of independent, Non-
Executive Directors. The Nominations Committee meets as and when
necessary, generally at least once a year. The Chairmanship moved from
Andrew Sukawaty to Dr Abe Peled in November 2015 as it was determined
it would be more appropriate for an independent Director to chair this
Committee. Dr Abe Peled had previously been a member of the Committee.
Andrew Sukawaty remains a member of the Committee and the others are
Stephen Davidson and Dr Hamadoun Touré. John Rennocks participated in
meetings up until his retirement in November 2015. During 2015 the Committee
met twice.
The Committee has responsibility for nominating candidates for appointment
as Directors to the Board, bearing in mind the need for diversity (including
gender) consideration, and ensuring a broad representation of skills across the
Board. In doing this, the Committee will give full consideration to succession
planning and the leadership needs of the Company. The Committee also makes
recommendations to the Board on the composition of the Board’s Committees
and will review and make recommendations in relation to the structure, size
and composition of the Board including the diversity and balance of skills,
knowledge and experience, and the independence of the Non-Executive
Directors, including the tenure of each Director.
The Nominations Committee will also make recommendations to the Board
concerning the annual reappointment by shareholders of any Non-Executive
Director as he or she reaches their sixth year of reappointment and separately
with a view to assessing their continuing independence thereafter, particularly
when Directors are seeking to be reappointed after serving nine years. The
Committee also has responsibility for approving any changes to Executive
Directors including senior management appointments. All currently appointed
Directors will retire at the 2016 AGM and offer themselves for reappointment,
or offer themselves for appointment as appropriate. As noted earlier in the
Corporate governance report, the Committee has agreed that it was
appropriate that although some Directors had exceeded their original term of
office, they remain independent in their contribution, and should be invited to
serve for a longer period and therefore the three longest-serving Directors are
considered independent.
COMPOSITION
Our Board comprises Directors drawn from a wide range of professional
backgrounds. All our Directors bring strong judgement to the Board’s
deliberations. The Non-Executive Directors we appointed in 2014 and 2015
have all contributed very effectively to Board discussions and have
demonstrated their increasing knowledge of how the Company operates and its
business. We took the decision to appoint these additional Directors while
retaining the expertise of existing Directors thus enabling us to have an orderly
retirement process of longer serving Board Directors over the coming years. In
2014 we appointed Retired General C. Robert Kehler and in 2015 we appointed
Robert Ruijter and Dr Hamadoun Touré; John Rennocks retired in November
2015. At the beginning of 2015, Andrew Sukawaty also became Non-Executive
Chairman. Tony Bates joined us as our Chief Financial Officer in June 2014 and
he has received strong endorsement from the full Board for his performance.
As at 3 March 2016, the composition of the Board is two Executive Directors,
nine Non-Executive Directors and a Non-Executive Chairman. With the
exception of Robert Ruijter and Dr Hamadoun Touré, all Directors served
throughout the year. The names of the Directors on our Board, their relevant
skills and experience are set out in their biographical details and can be found
on pages 52 to 54.
65
The composition of the Board and its various Committees is regularly reviewed
and evaluated so as to reflect the balance of skills, knowledge, diversity (of
which gender is one component), experience and the ability of Directors to
provide sufficient time to fulfil their Board responsibilities.
At the 2016 AGM, several of our Directors will have served for nine years, or
longer. Stephen Davidson will retire ahead of the 2017 AGM so that we continue
the transition of Directors on the Board which started in 2014. We will ensure an
orderly succession of our longer serving Directors which will be reviewed
annually by the Nominations Committee. For the 2016 AGM, the Nominations
Committee has considered the matter carefully and believes that the longer
service Directors continue to demonstrate the qualities of independence and
judgement in carrying out their roles. This independence is observed at Board
meetings in the way the Directors constructively challenge management and
approach meetings fully briefed and are fully engaged in the discussion. The
Nominations Committee discusses their independence and considers that the
longer serving Directors remain fully independent. Their length of service,
resulting experience and knowledge of the Company is of great benefit to the
Board. The subject of their independence will be kept under review. We expect
that our newer Non-Executive Directors will have been able to benefit from the
experience of our longer serving Directors through the phased retirement plans
we will be putting in place. This confirmation of independence has been
supported by the Board as part of the recommendation for all Directors to
stand for re-election. The three longest-serving Directors – Stephen Davidson
and Sir Bryan Carsberg and Kathleen Flaherty – will therefore all stand for
re-election at the 2016 AGM.
SUCCESSION PLANNING
Appointments to the Board are made on merit, against objective criteria and
with due regard to the benefits of diversity on the Board. This process is led by
the Committee which, after evaluating the balance of skills, knowledge and
experience of each Director, makes recommendations to the Board.
In appointing Non-Executive Directors, the Board’s practice is to use a
combination of external recruitment consultants and personal referrals.
The Non-Executive Directors who were appointed in 2015 were personal
recommendations from a Director or a recommendation made to a Director.
In considering the skills required for new Non-Executive Directors, there was
specific focus on seeking an individual who was a qualified financial expert.
Robert Ruijter had immense financial experience, plus his operational
experience was an excellent fit for coming onto the Board and becoming a
member, and subsequently Chairman, of the Audit Committee. Dr Hamadoun
Touré has deep experience within international organisations handling
regulatory issues and championing the cause of bringing broadband
communications to rural areas, particularly in Africa. Additionally he has
industry experience having previously worked as a satellite engineer.
Dr Hamadoun Touré is a member of the Nominations Committee and in 2015
we created a separate Committee which focuses on regulatory activities where
we will be able to draw on his considerable recent experience to assist our
awareness of regulatory affairs. We had identified the desire to extend the mix
of Directors from a cultural point of view and Rob Ruijter and Dr Hamadoun
Touré provide the Board with diversity of nationality as well as skills and
previous experience. As part of the recruitment process, the individuals
generally met the Chairman of the Board, the CEO, the Chairmen of the Audit
and Remuneration Committees and the Company Secretary. Other members
of the Board were also given the opportunity to meet them.
The Committee, when reviewing succession planning, considers diversity in its
broadest sense and takes this into account in its recommendations to the
Board. It takes into account the challenges and opportunities facing the
Company; diversity, including gender; and what skills and expertise are needed
on the Board and from senior management in the future. Gender is one
element of the considerations made in appointing senior management and
Board members and as part of general recruitment practices across the Group.
The Committee has not set quotas for the percentage of women in the
workforce but is supportive of the need generally to encourage diversity when
employees and Directors (Executive and Non-Executive) are recruited. The
Committee gives full consideration to succession planning in the course of its
work and receives updated management succession plans which look at
succession planning for the Executive Management Board and identifies the
next layer of management below them who are identified as those with
potential for promotion to senior management positions. This document is
updated at least annually to reflect changes in senior management.
INDUCTION AND ONGOING PROFESSIONAL DEVELOPMENT
To ensure that each Director receives appropriate support on joining the
Board, they are given a comprehensive, formal and tailored induction
programme organised through the Company Secretary, including the provision
of background material on the Company and briefings with each of the
Executive Management Board. These meetings will ensure that the on-
boarding process for a new Director provides a view of each area of the
business with the opportunity for further discussion as appropriate. Each
Director’s individual experience and background is taken into account in
developing a programme tailored to his or her own requirements. The induction
programme was reviewed and updated in 2015 for Mr Ruijter and Dr Touré when
they joined the Company.
For professional ongoing development, the Board receives presentations
relevant to the Company’s business and updates on any changes in legislation
which may affect the Company’s operations. The Company Secretary supplies
all Directors with information on relevant legal and best practice. As part of
their annual performance evaluation, Directors are given the opportunity to
discuss training and development needs. During 2015, the Directors received
external refresher training from the Company’s corporate lawyers on the
responsibilities of Directors in a listed company. Whilst the Chairman takes
ultimate responsibility for overseeing the Directors’ training and development
needs, each Director is expected to ask about any specific training needs. They
also take steps to ensure they are adequately informed about the Company
and their responsibilities as a Director and attend external briefings and receive
information updates. The Board is confident that its members have the
knowledge, ability and experience to perform the functions required of a
Director of a listed company.
BOARD EVALUATION
In 2012 the Company undertook an external evaluation, facilitated by Duncan
Reed of Condign Board Consulting. The Chairman asked Mr Reed to undertake
the second external review for 2015 in order to bring some consistency of
knowledge of the Directors’ responses from the previous external evaluation,
and therefore to be able to make comparisons and assess progress. Neither
Mr Reed nor Condign Board Consulting have any other commercial
relationships with Inmarsat.
One of the key areas of discussion concerned what may need to change for the
Board – in its role, the way it spends its time and organises itself – to maximise the
chances of implementing the evolving strategy and delivering performance.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 66 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CORPORATE GOVERNANCE
CONTINUED
A summary of the findings from Mr Reed, also reflecting some of his views about
what he found, is extracted from the Report and noted below:
> A functional and effective Board of committed, experienced and perceptive
individuals. Also an exceptionally diverse group, to an extent rare on all but
the biggest company boards of the FTSE top 20.
> Since the last external evaluation, the Board has been augmented with
persons of clear relevance to Inmarsat’s present and future shape, and who
are proving themselves equal to the requirements placed on them.
> Striking and maintaining the right balance of challenge with support is one
of the most important tasks for any chairman and also for his colleagues.
This is a balance that is indeed being made here.
> Placing decisions and discussions in their full environmental context is a
good and established feature of this Board’s modus operandi. Equally, this
discipline could and should be extended more consistently to one area that
has been of greater contention, namely remuneration.
> Encouragingly, the Board is also consulted at a strategic level well before
decisions are made (by the Executive Management). Sometimes, and to its
credit, the Board has even prompted the executive team to proceed with
projects which otherwise the executive team were unsure about, or may even
have chosen to leave alone.
> In summary, this is a Board that takes seriously its role both to oversee the
‘control’ functions of the business and also to provide a framework of
entrepreneurial leadership – as the Corporate Governance Code enjoins. In
this sense, the ‘tone from the top’ has been impeccable as a sense of shared
purpose is evident even where roles and functions clearly differ.
The evaluation exercise also reviewed the work of the Committees and their
own effectiveness. Potential areas for future review were noted as follows:
> Audit Committee: in relation to its risk function, to consider the output
of some ‘realistic disaster scenarios’ reviewed by the Executive
Management Board.
> Nominations Committee: to discuss a detailed Board rotation and
succession plan with the Chairman, to crystallise it, and to agree action
points; and to consider reviewing the management succession plan more
than once a year if there are senior management organisational changes.
> Remuneration Committee: to consider providing a ‘Masterclass’ on pay
construct and the people proposition for Committee members, and to
ensure that the full internal and external environmental context is given
due consideration, including payout history, and the use of a sectoral
comparator group.
During the year, the Senior Independent Director met with the Non-Executive
Directors and discussed the performance of the Chairman; and each of the
Directors commented as part of the evaluation exercise on the Chairman’s
performance. The Chairman meets the Non-Executive Directors on an
individual basis at least once a year.
Key elements arising from the 2014 Board evaluation review which were noted
in last year’s Annual Report are shown below with an update as to what
happened during the year:
> Additional focus on succession planning for Executive Directors and senior
management: During 2015 there was additional focus on this topic with the
CEO articulating the succession planning strategy and process.
> Broaden the strategy discussion content for the two-day Board meeting and
include additional targeted strategic discussion at Board meetings as
appropriate: The 2015 strategy session was broader in context, with key
management members invited who could provide added insight to the
discussions. It was also agreed to include strategy updates as a regular
agenda for Board meetings.
> Greater visibility as to customer satisfaction and how it is measured: This
remains an ongoing exercise for management to undertake and provide an
update to the Board.
> Plan for a retirement cycle for longer serving Non-Executive Directors: This
has been a discussion item by the Nominations Committee and also was part
of the discussion from the 2015 external evaluation.
Some of the recommendations from the 2015 external evaluation are:
> Improving the use of the Board’s time which may involve splitting more
meetings over two days.
> Ensuring that presentations to the Board include a comprehensive
executive summary.
> Request for the risk register to be focused on key risks faced by the Company
and accountability for mitigating actions.
> Ensuring that the Board receives early updates on proposals from
management on significant transactional issues to receive early support.
> A review at each meeting of upcoming items for the subsequent meetings.
EXTERNAL DIRECTORSHIPS
The Board believes, in principle, in the benefit of Executive Directors accepting
Non-Executive Directorships of other companies in order to widen their skills
and knowledge for the benefit of the Company. All such appointments require
the prior approval of the Board and the number of appointments is limited to
two. Details of these directorships can be found in their biographies on pages
52 to 54 and details of the fees paid to them can be found on page 83 of the
Remuneration report.
APPOINTMENT AND REAPPOINTMENT
The Directors may appoint additional members to join the Board during the year.
Directors appointed in this way will, upon the recommendation of the Board, offer
themselves for election by shareholders at the first AGM after their appointment.
The reappointment of Directors is subject to their ongoing commitment to Board
activities and satisfactory performance. All Directors will stand for reappointment
annually in accordance with the provision of the Code. The Nominations
Committee confirmed to the Board that the contributions made by the Directors
offering themselves for reappointment at the 2016 AGM continues to benefit the
Board and the Company should support their reappointment. Non-Executive
Directors are appointed initially for three years and all Non-Executive Directors
may not, unless agreed by the Board, remain in office for a period longer than six
years, or two terms in office, whichever is the shorter.
As already set out earlier in this Report on page 65, three of our Non-Executive
Directors, Stephen Davidson, Kathleen Flaherty and Sir Bryan Carsberg are
being supported by the Board for re-appointment as independent Non-
Executive Directors even though they will have served for longer than
nine years.
67
The Telecoms Regulatory Committee was created in May 2015, specifically to
ensure there was focus from the Board on this key area which affected all parts
of the Company’s business operations – both now and in the future. The
Committee comprises a majority of independent Non-Executive Directors and
meets as and when necessary, generally twice a year. Andrew Sukawaty is
Chairman. During 2015 the Committee met twice.
The Telecoms Regulatory Committee is authorised by the Board to:
> review key regulatory challenges facing the business of the Company and
the strategy and action plans proposed to meet such challenges;
> discuss the Company’s strategy for acquisition of spectrum and
frequency rights;
> facilitate high level engagement with governments, regulatory bodies and
international organisations as identified by the Company;
> review upcoming key regulatory meetings, the proposed agendas and
events and the Company’s plans to cover such events;
> support the Company in various countries to secure authorisations for
market access as identified by the Company;
> obtain the advice and assistance of any of the Company’s executives having
particular expertise in such matters; and
> to review, and advise on, the ongoing appropriateness and relevance of the
Company’s regulatory policy and strategy as presented by the Company’s
executives and provide guidance on proactive measures proposed by the
Company to maintain its leading position and competitiveness in
the industry.
A key focus for the Company during 2015 was the preparation and participation
at the 2015 World Radio Conference, which spans a month, with discussions
covering issues which related to Inmarsat specifically as well as the broader
satellite industry. The inputs of the Committee members to provide guidance
and sharing views with the management team who were representing the
Company at these discussions was extremely valuable and contributed to the
Company achieving its objectives.
ACCOUNTABILITY
REPORT OF THE TELECOMS REGULATORY
COMMITTEE
ANDREW SUKAWATY
CHAIRMAN, TELECOMS REGULATORY COMMITTEE
“We believe that the creation of this
Committee will provide focus from members
of our Board with significant regulatory
experience. This is a key area which affects all
parts of the Company’s business operations –
both now and in the future.”
2015 KEY ACHIEVEMENTS
We created the terms of reference to establish this new Board
Committee in May 2015
We provided inputs to assist the Company prepare for a significant
regulatory conference in 2015
We provided overview guidance on developing regulatory activities
MEMBERS IN 2015
Scheduled meetings attended
Andrew Sukawaty (Chairman)
Sir Bryan Carsberg
Janice Obuchowski
Dr Hamadoun Touré
AREA OF FOCUS FOR 2015
A key focus for the Committee during 2015 was to contribute oversight
and guidance for the Company’s preparation and participation in the
2015 World Radio Conference. This expertise was used to help
management in discussions covering issues which related to Inmarsat
specifically as well as the broader satellite industry.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
68 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CORPORATE GOVERNANCE
CONTINUED
REPORT OF THE AUDIT COMMITTEE
ROBERT RUIJTER
CHAIRMAN, AUDIT COMMITTEE
“I’m delighted to have been appointed Chairman
of the Committee, taking over the responsibility
from John Rennocks. Our Committee has strong
members who are focused to deliver the highest
quality debate and discussion on the key
matters brought forward to us for review.”
2015 KEY ACHIEVEMENTS
We ensured a smooth transition of the Committee chairmanship
We discussed and planned for a retender of the audit firm
We recommended to put in place an enhanced risk management process
All members of the Audit Committee are independent Non-Executive Directors
and the majority have significant, recent and relevant financial experience.
The Board is confident that the collective experience of the Audit Committee
members enables them, as a group, to act as an effective Committee.
The table below shows who makes up the Audit Committee and their
attendance at meetings during 2015. Robert Ruijter joined the Committee on
1 February 2015 and became Chairman in November 2015, assuming the role
from John Rennocks when he retired. All members, apart from Mrs Obuchowski,
are considered financial experts.
By invitation, the meetings of the Audit Committee may be attended by the
Chairman, Chief Executive Officer, Chief Financial Officer and the Head of
Internal Audit. The Deloitte LLP (Deloitte) audit engagement partner is present
at all Audit Committee meetings to ensure full communication of matters
relating to the audit. The Chairman of the Audit Committee meets regularly with
the internal and external auditors.
The Audit Committee has particular responsibility for:
> monitoring the financial reporting process;
> the adequacy and effectiveness of the operation of internal controls and
risk management;
> the integrity of the financial statements. This includes a review of significant
issues and judgements, policies, and disclosures;
> keeping under review the scope and results of the audit and its cost
effectiveness;
> consideration of management’s response to any major external or internal
audit recommendations; and
> being assured of the independence and objectivity of the internal and
external auditor.
The Board requested that the Committee advise whether it believes the Annual
Report and Accounts, taken as a whole, is fair, balanced and understandable
and provides the information necessary for shareholders to assess the
Company’s position, performance, business model and strategy. The
Committee’s terms of reference have been amended to reflect this, and have
been generally updated to reflect best practice, and can be found on our
website. Details about the Committee’s assessment are shown at the end of
this Report.
MEMBERS IN 2015
Scheduled meetings attended
There is a forward agenda used for the year’s activities which focus on:
> review of the annual financial statements and the results of the annual
external audit and review of the external auditor’s quarterly and interim
review work and relevant quarterly and interim financial reporting and the
external audit plan;
> review of risk management reports;
> review of the preparation of the viability statement for use in the 2015
Preliminary Statement and Annual Report; and
> review of internal audit plans and findings and recommendations.
Robert Ruijter (Chairman)
Sir Bryan Carsberg
Stephen Davidson
Janice Obuchowski
John Rennocks(1)
(1) Mr Rennocks retired from the Board on 6 November 2015.
AREA OF FOCUS FOR 2015
The Committee requested and received changes to the risk management
process to focus on principal risks and their mitigation. This data supported
the viability exercise which was performed by management to test the long
range business plan against a number of severe but plausible principal risk
scenarios. The Committee felt that based on all contributions, the viability
statement could be supported for Board approval.
69
The Audit Committee ensures that the external audit process and audit quality
are effective. It does this by:
> relying on the engagement between the Audit Committee Chairman
and the lead audit engagement partner which will generally be through
face-to-face meetings;
> relying on the reports which are brought to the Committee by the lead audit
engagement partner and other senior members of the audit team;
> relying on the quality of the management responses to audit queries;
> relying on meetings held by the CEO and the Chairman with the lead audit
engagement partner which are reported to the Audit Chairman and
Committee;
> relying on a review of independence and objectivity of the audit firm and also
the quality of the formal audit report given by the Auditor to shareholders; and
> seeking feedback from members of the finance team, the Company Secretary,
and the Head of Internal Audit. The Committee is considering the use of a
formal auditor assessment tool for future review of audit effectiveness.
During the reporting year to 31 December 2015, the activities of the Audit
Committee were:
> ensure a smooth transition of Audit Committee chairmanship;
> discussion and planning for the change in Audit Partner following his
completing his five-year term of office;
> discussion and planning for a retender of the audit firm in accordance with
rotation requirements for external auditors as Deloitte has been Auditor to
the Company for 10 years;
> confirming to the Board that the Annual Report and Accounts is fair,
balanced and understandable;
> review and endorsement, prior to submission to the Board, half-year and
full-year financial statements, interim management statements and results
announcements;
> review and approval of internal audit reports, and findings and
recommendations arising from the reports;
> review and approval of risk management updates and the annual risk
management process;
> agreement of external and internal annual audit plans;
> receiving updates on management responses to audit recommendations; and
> reviewing key accounting judgements relating to specific transactions as well
as changes to any accounting policies affecting the Group’s financial position.
Reviews by the Committee of audit plans and risk reports include all Group
operations. Detailed risk reporting is used for all Group companies and business
operations. One of our subsidiary companies, Inmarsat Group Ltd, is required to
produce quarterly financial statements, as required by its loan agreements,
which are reviewed and approved by the Committee. The quarterly review of the
risk reports and the process adopted to manage risk is a key area of focus for
the Committee.
Audit Committee meetings generally take place just prior to a Board meeting to
maximise effectiveness and time planning efficiency of those attending. The
Committee’s Chairman reports to the Board as part of a separate agenda item,
on the activity of the Committee and matters of particular relevance to the
Board in the conduct of their work. All members of the Board have access to
Audit Committee papers and minutes of meetings, and may, on request to the
Chairman, attend the meetings.
The Company Secretary, as Chairman of the Disclosure Committee (the role of
which is detailed on page 63), reported on matters that affected the quality
and timely disclosure of financial and other material information to the Board.
This enabled the Audit Committee to review and clarify the completeness of
financial reporting disclosures prior to their release by the Board.
SIGNIFICANT ACCOUNTING MATTERS
During 2015, the Audit Committee considered the significant accounting
matters described below. In addressing these issues the Committee considered
the appropriateness of management’s accounting estimates and key
judgements, outlined in note 4 to the consolidated financial statements. The
Committee discussed these with the external auditor during the year and, where
appropriate, details of how they have been addressed are provided in the
Independent Auditors’ report on pages 95 to 99.
REVENUE RECOGNITION
The timing of revenue recognition is a key area of judgement, especially in the
telecommunications industry. The Group’s internal audit team have kept
significant revenue systems, processes and recognition as a focus area during
the year and the external auditor performed detailed audit procedures on
revenue recognition, with the findings of both being reported to the Audit
Committee. The Audit Committee have therefore concluded that the Group’s
revenue recognition policies continue to be in line with IFRS requirements.
The Group’s accounting policies with regards to revenue recognition remain
unchanged from the prior year, with the exception of the Group’s accounting
for ‘take or pay’ revenue contracts. Inmarsat enters into ‘take or pay’ type
contracts where the customer contracts to pay for a certain amount of airtime
over a period. The customer does not always utilise all of the airtime that they
have the contractual right to use over the contract period. Such unexercised
rights are often referred to as ‘breakage’.
Historically Inmarsat has recognised revenue in line with customer usage and
only recognised breakage in the final period of a customer contract. From the
beginning of 2015, the Group recognised breakage as revenue in proportion to
the pattern of rights exercised by the customer rather than being recognised as
a lump sum at the end of the contractual period. The end of the contractual
period coincides with the year end, so the change in accounting policy only
impacts the timing of quarterly revenue recognition and has no impact on the
full year results. This accounting treatment has been discussed and agreed with
the external auditor.
The Audit Committee has therefore concluded that the Group’s revenue
recognition policies continue to be in line with IFRS requirements.
REVENUE IN RESPECT OF THE LIGHTSQUARED COOPERATION
AGREEMENT
The Audit Committee continues to review the accounting treatment for the
recognition of revenue and costs in respect of each phase of the LightSquared
Cooperation Agreement. In December 2015 LightSquared emerged from
bankruptcy protection and raised substantial new capital. Consequently, it is
more likely that LightSquared will honour its financial obligations to Inmarsat
and so, in the fourth quarter, Inmarsat returned to an accruals basis for
recognition of revenue in relation to Phase 2 of the Cooperation Agreement.
Deferred income in respect of Phase 1 from LightSquared continues to be
carried on the balance sheet. Although the cash has been received, the timing
of the recognition of this deferred income, together with any related future
costs and taxes, is dependent upon a number of factors that continue to be
uncertain. Both the percentage of completion and straight-line method have
been used to recognise revenue and costs relating to Phase 1 of the
Cooperation Agreement in the past. The Group continues to monitor the
situation and will determine the appropriate revenue recognition treatment
over the course of 2016.
The Audit Committee has deemed the current accounting treatment of all
phases of the Cooperation Agreement appropriate.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 70 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CORPORATE GOVERNANCE
CONTINUED
TAXATION
The calculation of some of the Group’s potential tax assets and liabilities
involves a degree of estimation and judgement in respect of certain items,
whose tax treatment cannot be finalised until resolution has been reached with
the relevant tax authority, or, as appropriate, through a formal legal process.
Issues can, and often do, take a number of years to resolve.
The Committee addresses these matters through a range of reporting from
senior management and a process of challenging the appropriateness of
management’s views including the degree to which these are supported by
professional advice from external legal and other advisory firms. This is also an
area of higher audit risk and, accordingly, the Committee received detailed
verbal and written reporting from the external auditor on these matters.
Following these procedures, the Audit Committee deemed the income tax
assets and liabilities balances for the year, as well as the Group’s contingent
liability disclosure in respect of income taxes, to be appropriate.
CAPITALISATION OF SPACE SEGMENT ASSETS AND ASSOCIATED
BORROWING COSTS
Space segment assets comprise satellite construction, launch and other
associated costs, including ground infrastructure. In addition, borrowing costs
attributable to qualifying space segment assets are added to the cost of those
assets. Given the nature of the Group’s business, significant capital expenditure
is incurred on space segment assets. The key judgements involved in the
capitalisation of space segment assets and associated borrowings costs are:
> whether the capitalisation criteria of the underlying IFRS have been met;
> allocation of an appropriate asset class and associated useful economic life
in accordance with Group policies;
> whether an asset is deemed to be substantially complete and as a result
capitalisation of borrowing costs should cease; and
> whether an asset is ready for use and as a result further capitalisation of
costs should cease and depreciation should commence.
The external auditor examined the capitalisation of development costs in the
year, particularly in relation to the Global Xpress and S-band satellite
programmes and reported its findings to the Audit Committee. The Audit
Committee is satisfied that space segment assets and associated borrowing
costs have been capitalised correctly in the year.
GOODWILL AND OTHER INTANGIBLE ASSETS IMPAIRMENT REVIEW
The Group has significant goodwill and other intangible asset balances.
As explained in our accounting policies in note 2 to the consolidated financial
statements, intangible assets with an indefinite useful life are reviewed annually
for impairment. Goodwill is the only indefinite life intangible asset held by
the Group.
The Committee received a detailed report regarding the assumptions used in
each impairment review. The key assumptions applied in the calculation relate
to the future performance expectations of the business. The Committee has
confirmed: consistency of the methodology applied, use of the Board-
approved long-range business plan (updated for any relevant changes),
appropriateness of terminal growth rates, and discount rates.
The Committee agrees with the impairment review carried out by management
and are satisfied that there is no impairment of the carrying value of goodwill or
other intangible assets.
INTERNAL AUDIT
Monitoring and review of the scope, extent and effectiveness of the activity of
the internal Audit Department is an agenda item at each Committee meeting.
The internal Auditor presents reports at each meeting covering updates on
internal audit activities, results of audits and follow up actions required and
their annual audit plan. These may cover areas such as revenue assurance,
accounting operations review following the implementation of a Group-wide
financial accounting system, review of annual bonus calculations and IT
security and systems reviews.
During 2015, there has been more linkage between the internal Auditor’s
reports and the key risks identified by the Company. The Committee can see
clearly from the risk reports which risks have been reviewed by the internal
Auditor as part of their annual review. The Chairman of the Committee meets
with the internal Auditor as required but generally at least once a year.
EXTERNAL AUDITOR
The Financial Reporting Council issued a guide for Audit Committees to help
them evaluate auditor effectiveness. There are several criteria included within
the report and while the Committee did not undertake a formal review, it
received inputs from different sources such as the Auditors themselves, as well
as management and the input from the members of the Committee itself which
assisted it to determine that the Auditor and its work were effective. At each of
the Audit Committee meetings, the Auditor would report on any issues it
perceived regarding quality control and where it thought judgements had been
applied by management and if it agreed with these, or offered an alternative
view if appropriate. The findings and reports from the Auditor help the Audit
Committee make any assessments about the need to update processes or
undertake further review work on any particular issues.
In accordance with the Competition and Markets Authority requirements
regarding the Statutory Audit Services for Large Companies Market
Investigation (Mandatory Use of Competitive Tender Processes and Audit
Committee Responsibilities) Order 2014, we are undertaking a competitive
tender process of our external Auditor. A competitive tender process is a
process where the Company invites and evaluates bids for the provision of
statutory audit services from two or more auditors. Given that our current
Auditor was appointed in 2006, we are required to undertake a competitive
tender for the 2016 financial year audit. Given their length of tenure, it is
possible for Deloitte, the existing Auditor, to be reappointed as a result of the
tender. We would expect the appointment of the external Auditor to be made
shortly after the Annual General Meeting in May 2016 (which will see Deloitte
being re-appointed subject to the ongoing tender process). If Deloitte is
unsuccessful, a new Auditor will be appointed after the 2016 Annual General
Meeting and shareholders will be invited to confirm that appointment at the
2017 Annual General Meeting. With the additional EU directive now completed,
if we appoint the existing Auditor as part of the retender process, they could
remain in place for an additional 10 years after the retender.
Auditor objectivity and independence is safeguarded through a variety of
mechanisms. To ensure the Auditor’s independence, the Committee annually
reviews the Company’s relationship with Deloitte and receives summaries at
each Audit Committee meeting from the Auditor as to their independence. The
Committee concluded that it continues to have an objective and professional
relationship with Deloitte and that there are sufficient controls and processes in
place to ensure the required level of independence. The external Auditor is
required to change the audit partner responsible for the Group audit every five
years. The current audit partner was appointed in 2011 and the final audit he will
be responsible for is the 2015 financial year. A new audit partner has been
identified and will take over as the lead for the 2016 reporting period if Deloitte
is successful in the retender process. A resolution to appoint Auditors at the
2016 AGM will be put forward to shareholders. During the year, Deloitte charged
the Group US$1.8m (2014: US$2.6m) for audit and audit-related services.
71
IS THE REPORT BALANCED?
> Is there a good level of consistency between the narrative reporting in the
front and the financial reporting in the back of the report, and does the
messaging reflected in each remain consistent when read independently of
each other?
> Is the Annual Report properly a document for shareholders?
> Are the statutory and adjusted measures explained clearly with appropriate
prominence?
> Are the key judgements referred to in the narrative reporting and the
significant issues reported in this Audit Committee Report consistent with the
disclosures of key estimation uncertainties and critical judgements set out in
the financial statements?
> How do these compare with the risks that Deloitte plan to include in their
audit report?
IS THE REPORT UNDERSTANDABLE?
> Is there a clear and understandable framework to the report?
> Are the important messages highlighted appropriately throughout the
document?
> Is the layout clear with good linkage throughout in a manner that reflects the
whole story?
CONCLUSION
Following its review, the Committee was of the opinion that the 2015 Annual
Report and Accounts is representative of the year and presents a fair, balanced
and understandable overview, providing the necessary information for
shareholders to assess the Group’s position, performance, business model
and strategy.
NON-AUDIT SERVICES
The Company’s Auditor may also be used to provide specialist advice where, as
a result of their position as Auditor, they either must, or are best placed to,
perform the work in question. A formal policy is in place in relation to the
provision of non-audit services by the Auditor to ensure that there is adequate
protection of their independence and objectivity. Inmarsat’s policy is to adopt
a strict 70% cap for allowable non-audit services. To ensure the policy is
adequately controlled, we adopt several processes, which were enforced during
2015. Fees charged by Deloitte in respect of non-audit services require the
prior approval of the Audit Committee, except where the fee is less than
£50,000. Any commitments above this amount will require the Audit
Committee Chairman’s approval. A summary is supplied to the Audit
Committee at each meeting where amounts have been committed below
£50,000. Separate engagement letters are signed by our CFO for each audit
and non-audit engagement with Deloitte.
Using 2014, 2013 and 2012 for calculating the average audit fees paid to
Deloitte, the cap on non-audit services as it relates to 2015 will be $1m, and this
amount in 2015 was $600k compared to $1m in 2014. A breakdown of the fees
paid to Deloitte during the year is set out in note 6 to the consolidated
financial statements.
It is the Company’s practice that it will seek quotes from several firms, which
may include Deloitte, before work on non-audit projects is awarded. Contracts
are awarded to our suppliers based on individual merits. The Committee and
the Company’s management are aware that the level of fees paid to Deloitte for
non-audit services compared to audit services was significantly higher several
years ago due to work undertaken regarding specialist tax advice on certain
transactions and has worked to ensure that the non-audit fee levels have
reduced over the last few years. The Committee does not believe that asking
Deloitte to undertake non-audit work is an issue for the Company as it is
satisfied with the quality of work and advice provided and, importantly, it
believes the independence of the auditor is not at risk. Additionally, where
non-audit work is undertaken, management will have negotiated competitive
rates for each piece of work.
We receive advice from other firms for specific projects and other long-term
projects. We have continued to use PwC, KPMG and EY for various projects –
some are new projects and some have been continuing for several years. We
also use different firms to support us on VAT and ad hoc PAYE issues.
FAIR, BALANCED AND UNDERSTANDABLE
We have included more focus this year on linking the various sections of the
Annual Report to make it easier for shareholders to navigate to find the
information they need, while not diluting the level of transparency in our
disclosures. When forming its opinion as to whether the Annual Report and
Accounts is fair, balanced and understandable, the Committee reflected on the
information it had received and its discussions throughout the year.
In particular, the Committee considered:
IS THE REPORT FAIR?
> Is the whole story presented and has any sensitive material been omitted
that should have been included?
> Is the reporting on the business segments in the narrative reporting
consistent with those used for the financial reporting in the financial
statements?
> Are the key messages in the narrative reflected in the financial reporting?
> Are the KPIs disclosed at an appropriate level based on the financial
reporting?
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 72 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
RELATIONS WITH SHAREHOLDERS
The Company recognises the importance of communicating with its
shareholders to ensure that its strategy and performance are understood and
that it remains accountable to shareholders. The Board as a whole is
responsible for ensuring that a satisfactory dialogue with shareholders takes
place, whilst the Chief Executive Officer and Chief Financial Officer ensure that
the views of shareholders are communicated to the Board as a whole. The
Board ensures that the Group’s strategic plans have been carefully reviewed in
terms of their ability to deliver long-term shareholder value.
In October 2015, the Company held a Capital Markets Day which was attended
by investors, bankers, and other interested parties. The presentations covered
the Company’s major business opportunities with presentations from each of
the key business areas. Positive feedback as to the content and provision of
information was received; a copy of the presentation has been made available
on the Company’s website.
The Company has undertaken regular investor roadshows in the UK and
overseas and presentations were also made after publication of the 2014
Preliminary Results in March 2015. Investor and analyst presentations took
place after the full year results and interim results have been announced and
conference calls took place after the announcement of the first and third
quarterly financial results. There is an ongoing programme of dialogue and
meetings between the Chairman, Executive Directors and institutional
investors, fund managers and analysts. At these meetings, a wide range of
relevant issues including strategy, performance, management and
governance, are discussed within the constraints of information which has
already been made public. The Board is aware that institutional shareholders
may be in more regular contact with the Company than other shareholders, but
care is exercised to ensure that any price-sensitive information is released to all
shareholders, institutional and private, at the same time in accordance with the
Financial Conduct Authority requirements.
This audited 2015 Annual Report will be made available to shareholders and all
results are posted on the Company’s website, as are presentations made in
respect of the full-year results.
The Chairman, Andrew Sukawaty, and Senior Independent Director, Dr Abe
Peled, are available to shareholders if they have concerns which cannot be
raised through the normal channels or if such concerns have not been
resolved. Arrangements can be made to meet with either of them through the
Company Secretary. Other Non-Executive Directors may be asked to
participate in investor meetings and have done so.
During 2015, there continued to be ongoing communications through a
combination of face-to-face meetings, phone calls and email correspondence
with many investors regarding remuneration issues. Before the 2015 AGM,
updates were provided to several significant and influential shareholders
regarding changes in some elements of Executive Director Remuneration.
Further information about these changes is contained in the Annual Statement
from the Remuneration Committee Chairman, in the Remuneration report on
pages 73 to 92.
The Board obtains feedback from its joint corporate brokers, J.P. Morgan
Cazenove and Credit Suisse, on the views of institutional investors on a
non-attributed and attributed basis. Any concerns of major shareholders
would be communicated to the Board by the Executive Directors. As a matter
of routine, the Board receives regular reports on issues relating to share price
and trading activity, and details of movements in institutional investor
shareholdings. The Board is also regularly provided with current analyst
opinions and forecasts.
ANNUAL GENERAL MEETING
Shareholders are welcome at the Company’s AGM where they will have an
opportunity to meet the Board. The notice of the AGM is sent to all
shareholders at least 20 working days before the meeting. The Chairmen of the
Audit and the Remuneration Committees, together with as many Directors as
possible, will attend the 2016 AGM and be available to answer shareholders’
questions. Voting on all resolutions at the AGM is on a poll. The proxy votes
cast, including details of votes withheld, are disclosed on our website and
announced to the UK Listing Authority through a Regulatory Information
Service immediately after the meeting. Facilities are provided for shareholders
to vote electronically either through Electronic Proxy Voting or through CREST.
Details of our results announcements for 2016 are shown below:
5 MAY 2016
AGM AND Q1 2016 RESULTS
4 AUGUST 2016*
INTERIM RESULTS FOR THE HALF YEAR TO 30 JUNE 2016
3 NOVEMBER 2016*
Q3 2016 RESULTS
*
These dates are provisional and may change.
GROUP WEBSITE
WWW.INMARSAT.COM
INVESTOR PAGE
WWW.INMARSAT.COM/ABOUT-US/INVESTOR-RELATIONS/
SHAREHOLDER SERVICES
WWW.INMARSAT.COM/ABOUT-US/INVESTOR-RELATIONS/
STRATEGY PRESENTATIONS
WWW.INMARSAT.COM/ABOUT-US/INVESTOR-RELATIONS/
STRATEGY-PRESENTATIONS/
REMUNERATION REPORT
73
In March 2015, Executive Directors were each granted a Performance Share
Award (PSA) based on performance over the three financial years to
31 December 2017. As we explained in our 2014 Remuneration report, we
introduced strategic objectives as a performance measure in 2015 as all
elements of those objectives are key drivers to our future success. These
awards will vest to the extent that challenging EBITDA, relative total shareholder
return (TSR) and strategic targets are achieved over the period. Half of the
share award made under the 2013 PSA vested on performance to 31 December
2015; full payout against the TSR target reflects the strong performance of the
Company against the benchmark index over that period. The EBITDA target
was not achieved principally as a consequence of US Government
sequestration and its impact on our government business, and delays outside
our control impacting the timing of our Global Xpress satellites from their
original launch dates.
For 2016, the financial element of the annual bonus (representing 70% of the
total bonus) will continue to be measured by reference to EBITDA and revenue.
The element on individual performance and contribution will not be weighted
more than 30% of the total bonus, as now. The Bonus Share Award (BSA) will
operate on a similar basis to 2015: performance will relate to achievement of
EBITDA (60% of total award) and revenue (30%) targets, and additionally a
non-financial metric related to the management of a strategic contract (10%).
No changes are proposed to the Performance Share Award (PSA) for 2016,
which will continue to be based on relative TSR, EBITDA and strategic
objectives. Further detail on the implementation of policy for 2016 is included
on page 87.
The Committee will continue to monitor market trends throughout 2016 in
order to assess ongoing requirements for the Company’s remuneration
practices, and will consult with shareholders ahead of making significant
changes to the remuneration structure. The appropriateness of a longer PSA
time horizon will be considered by the Committee in time for our next policy
vote at our 2017 AGM.
A resolution to approve the Annual Report on Remuneration (which is subject
to an advisory vote) will be put to shareholders at the AGM in May.
As was my predecessor, I am available to meet and discuss our Remuneration
Policy with shareholders.
SIMON BAX
Chairman, Remuneration Committee
3 March 2016
SIMON BAX
CHAIRMAN, REMUNERATION COMMITTEE
ANNUAL STATEMENT
DEAR SHAREHOLDER
I was appointed Chairman of this Committee in May 2015 and am therefore
pleased to present, on behalf of the Board, my first Directors’ Remuneration
report, covering the year ended 31 December 2015.
Similar to last year, this Report is split into three sections: the Chairman’s
Annual Statement, the Remuneration Policy, and the Annual Report on
Remuneration. Our Remuneration Policy, detailed on pages 74 to 81, remains
consistent with that approved by shareholders at the 2014 AGM, and is
reproduced in full for both ease of reference and in order to provide context to
the decisions taken by the Committee during the year.
During 2015 we have continued the delivery of our strategic objectives which
saw significant progress for our aviation business with the European Aviation
Network initiative and also the introduction of global service of our Global
Xpress Ka-band satellite constellation. We have also delivered good financial
results and returns for shareholders.
In July 2015, the Committee undertook the annual review of our Executive
Directors’ salaries. This review took into account a number of factors including
external benchmarking against the FTSE 50-150 (excluding Investment Trusts),
comparable companies in our sector, an assessment of individual experience
and performance, and pay conditions across the Group. Following this review,
the Committee agreed to award an increase of 9% to the CEO and of 3% to the
CFO, effective July 2015. This compares with an average salary increase of 3%
across the Group. As set out in this year’s, and previous years’ reports, our CEO
was appointed at a below-market salary and we committed to moving him up
gradually to the appropriate level to reflect his demonstrated development in
the CEO role and the performance of the business. 2015 is the last year we
anticipate making a material adjustment to his salary.
For 2015, Executive Directors will receive bonuses of 90.6% (CEO) and 103.1%
(CFO) of their respective salaries. The bonuses reflect both the good financial
performance of the Company and the exceptional individual contributions
made by each of the Executive Directors over the last year. A summary of
performance against targets is included on pages 83 and 84.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 74 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
DIRECTORS’ REMUNERATION POLICY
This section of the report sets out the Remuneration Policy for Executive Directors which shareholders approved at the 2014 AGM. The report below is as disclosed
in the 2013 Directors’ Remuneration report save a number of minor changes as follows:
> References to financial years have been updated where appropriate;
> Share awards made after the 2014 AGM have been renamed BSAs and PSAs following shareholder approval of the Executive Share Plan (ESP) at the 2014 AGM;
> Minor revisions have been made to the performance metrics for BSA and PSA awards, and the annual bonus, from 2015 and details are shown on pages 87
and 88; and
> Pay-for-performance scenario charts have been updated to reflect 2016 salaries, benefits and pension contributions.
The Group’s Remuneration Policy is designed to deliver rewards that enable it to attract, retain and motivate talent of the highest appropriate quality, linking
rewards to the achievement of financial and strategic goals of the Group. When determining Remuneration Policy, we take into account all factors which we deem
necessary, including the Group’s overall business strategy, business performance in the current year and expectations for future years as incorporated into our
Long Range Business Plan (LRBP), pay arrangements in the wider Inmarsat workforce, and the global economic situation. Where appropriate, we will consult with
shareholders in advance of major changes in the Remuneration Policy or where we consider there are material changes to individual remuneration arrangements.
The Committee is committed to the principle that the Company should pay at the appropriate level to recruit and retain executives, and incentivise them to achieve
the Company’s objectives which will create value for shareholders.
Component
How does this link to strategy
What happens in practice
What amounts can be paid
How do we assess performance
BASIC
SALARY
Paying market-competitive
base salaries, commensurate
with the individual’s role,
responsibilities and
experience allows us to
recruit and retain Executive
Directors of the calibre
required to implement our
strategy.
Salaries are reviewed annually with
any increase usually made in July or
following a material change in
responsibilities. The Committee will
determine any increases to
be made.
Any increase is determined by a
formal appraisal by the Committee,
taking into account market pay
levels, a review of salaries against
companies of similar size,
complexity and type, Group
performance, as well as the
remuneration arrangements
operated throughout the Group,
with reference to UK-based
employees in particular for pay
comparison levels.
Salary increases will be applied in
line with the outcome of an annual
salary review.
not applicable
The maximum annual salary
increase will normally be in line with
the average increase applied to the
UK workforce. However, larger
increases may be awarded in certain
circumstances including, but not
limited to, an increase in scope or
responsibility of the role; to apply
salary progression for a newly
appointed Director; where the
Director’s salary has fallen behind
market positioning. Where increases
are awarded in excess of that for the
UK employee population, the
Committee will provide the rationale
in the relevant year’s Annual Report
on Remuneration.
As previously disclosed to
shareholders, 2015 is the last year
where it is anticipated that the CEO’s
salary will increase at a greater level
than that for the general employee
population as his salary was
intentionally set below market rates
on appointment because he was
new to the role as CEO.
75
Component
How does this link to strategy
What happens in practice
What amounts can be paid
How do we assess performance
BENEFITS
IN KIND
We provide cost-effective
benefits which support the
wellbeing of employees.
Provision of death, disability and
medical insurance cover (which can
include spouse and dependents
cover). Life assurance of 4 x salary,
paid holiday and medical check-ups
are also provided.
The benefits provided may vary by
role and levels of cover provided
reflect market practice and the
individual circumstances of the
Executive Directors.
not applicable
PENSION
We provide defined
contribution pension
arrangements, or cash in lieu
of pension.
ANNUAL
CASH BONUS
We provide an annual bonus
to incentivise the
achievement of annual
financial and operational
goals in line with
Group strategy.
Performance metrics are
selected to support the
annual business strategy
which we believe also lead to
enhancement of shareholder
value.
It is not anticipated that the current
cost of benefits (as set out in the
Annual Report on Remuneration)
would increase materially over the
period for which this policy will apply.
The Committee retains the
discretion to approve a higher cost
in exceptional circumstances (eg
relocation) or in circumstances
where factors outside the
Company’s control have changed
materially (eg market increases in
insurance costs).
Maximum employer contributions
are currently 12.5% of the capped
salary under the terms of the UK
pension plan.
The Committee may review pension
contribution levels in the future as
benchmarking reflects that the
current contribution levels and
method of calculation are
off-market. Any increase in
contributions would not result in a
pension contribution in excess of
20% of the uncapped basic salary.
Maximum opportunity:
125% of salary.
Target opportunity:
75% of salary.
If required, the Company would
provide access to independent
financial and legal advice on a
case-by-case basis.
Cash in lieu of a company car
was previously provided to one
Director although it is not
anticipated this will be offered
generally to Executive Directors.
These benefits are non-
pensionable.
The Executive Directors are eligible
to participate in the Company’s
defined contribution pension plan
arrangements or other similar
pension plans as appropriate to the
Executive Director’s nationality or
location. The Company also
operates an auto-enrolment
pension scheme which an Executive
Director could participate in instead
of the main pension plan.
Contributions are based on a
percentage of salary which is
currently limited to a pensions cap.
Bonus payment levels are
determined by the Committee
annually by reference to
performance against targets set at
the start of the financial year.
Personal objectives are set annually
by the Committee.
In exceptional circumstances, the
Committee has the ability to
exercise discretion to override the
formulaic bonus outcome within the
limits of the scheme where it
believes the outcome is not truly
reflective of performance, and to
reflect the actual delivery of value
to shareholders. Any discretionary
adjustments will be detailed in the
following year’s Annual Report
on Remuneration.
The Committee may exercise its
discretion to clawback bonuses in
certain exceptional circumstances
which may include (but are not
limited to) gross misconduct, fraud
or a significant downward revision of
the financial results of the Group.
not applicable
Bonus is based on
achievement of annual
financial and
personal objectives.
The personal element will not
be weighted more than 30%
of the total in any year
Details of the measures and
weightings applicable for the
financial year under review
are provided in the Annual
Report on Remuneration.
The Committee may change
the measures used if other
measures are deemed more
suitable to allow delivery of
the Company’s strategy.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
76 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
Component
How does this link to strategy
What happens in practice
What amounts can be paid
How do we assess performance
BONUS
SHARE
AWARD (BSA)
We provide the opportunity
to participate in the BSA as it
links the delivery of
short-term financial and
operational performance to
sustained shareholder value
creation.
We make annual monetary awards
which convert to a number of shares
subject to achievement of agreed
annual financial targets. The
resulting shares vest over the
subsequent three years, subject to
continued employment.
Participation in the BSA
reinforces continued delivery
of the LRBP.
Additional shares in lieu of accrued
dividends over the vesting period
are awarded only on the number of
shares that vest.
Maximum opportunity for all
Executive Directors is up to 200% of
salary (300% in exceptional
circumstances).
The Committee’s current intention is
to make awards of up to 200% and
175% of salary for the CEO and
CFO, respectively.
The Committee sets annual
performance measures
(currently based on the same
financial objectives as for the
annual cash bonus plan) and
may change these for future
awards as it considers
appropriate.
Threshold performance results in
60% conversion of the monetary
award into shares.
Unvested awards and vested awards
that have not yet been transferred
to the Executive Director are subject
to adjustment for malus and
clawback, ie forfeiture or reduction
in exceptional circumstances. Such
circumstances may include (but are
not limited to) gross misconduct,
fraud or a significant downward
revision of the previously reported
financial results of the Group.
PERFORMANCE
SHARE AWARD
(PSA)
We believe the PSA aligns
executives’ interests with
long-term shareholder value
creation through rewarding
the delivery of a mix of
financial measures and
relative TSR.
The financial performance
measures in the PSA reflect
the value drivers in the LRBP.
We make annual awards of shares,
which vest after at least three years
subject to performance over a
three-year period.
Maximum opportunity for all
Executive Directors is up to 200%
of salary (300% in exceptional
circumstances).
Threshold performance will result
in the vesting of 30%/0%/0% of
the maximum award under the
TSR/EBITDA/strategic
performance elements.
The intended award levels are
included in the Annual Report on
Remuneration on page 88.
Additional shares in lieu of accrued
dividends over the vesting period
are awarded only on the number of
shares that vest.
Unvested awards are subject to
adjustment for malus and clawback,
ie forfeiture or reduction in
exceptional circumstances. Such
circumstances may include (but are
not limited to) gross misconduct,
fraud or a significant downward
revision of the previously reported
financial results of the Group.
The performance measures
and respective weightings
may vary year-on-year to
reflect strategic priorities, and
will include a financial market
measure. Measures for
outstanding PSPs include an
element for relative TSR and
EBITDA, and PSAs from 2015
include a third element linked
to strategic performance.
Details of the measures and
weightings applicable for the
financial year under review
are provided in the Annual
Report on Remuneration.
Changes to weightings and
performance targets will be
retrospectively explained to
shareholders.
EMPLOYEE
SHARE PLANS
To encourage share
ownership across all
employees as allowed by
HMRC and relevant local
laws.
We operate employee share savings
plans for our global workforce where,
depending on location, savings
periods of between two and three
years operate.
Participation levels set by HMRC or
relevant local laws from time to time.
not applicable
We will look at opportunities to offer
other employee share plans in the
future.
77
REPLACEMENT SHARE PLANS
The Inmarsat plc Executive Share Plan (ESP) was approved by shareholders at
the 2014 AGM and replaced the previous Executive Share Plans. Share awards
since May 2014 have been made in accordance with the new share plan rules.
Under the ESP the Company can grant BSAs and PSAs, which replicate the
previous Bonus Share Plan and Performance Share Plan awards. The Company
will also be able to grant Restricted Share Awards under the ESP. Restricted Share
Awards will not be subject to performance conditions, and will not be granted to
Executive Directors except on recruitment, as explained below in the approach to
recruitment remuneration.
The Company also received shareholder approval at its 2014 AGM for the
Inmarsat plc 2014 Sharesave Plan and the Inmarsat plc 2014 Share Incentive
Plan, replacing the previous Sharesave Plan and Share Incentive Plan which
had expired. Executive Directors are eligible to participate in these plans.
PAYMENTS FROM EXISTING VARIABLE PAY AWARDS
Executive Directors are eligible to receive payment from any award made prior
to the approval and implementation in May 2014 of the Remuneration Policy.
Any commitment made which is consistent with the Remuneration Policy in force
at the time the commitment was made will be honoured, even when it is not
consistent with the policy prevailing at the time such commitment is fulfilled.
Details of outstanding share awards to Executive Directors are provided in the
Annual Report on Remuneration.
PERFORMANCE MEASUREMENT SELECTION
Our incentive plans (excluding restricted share awards and all-employee share
plans) all include financial performance requirements. Performance targets are
set to be stretching, taking into account the Company’s strategic priorities and
the economic environment in which the Company operates. Targets are set
taking into account a range of reference points including the Group and
Business Units’ LRBP, broker forecasts, and latest forecasts. Achievement of
these targets delivers to shareholders the value inherent in the LRBP.
The annual cash bonus plan and BSA reflect the financial targets which the
Board believes are key to driving the business. Revenue and EBITDA reflect the
underlying financial success of the business and support the annual business
strategy as well as value creation for Inmarsat’s shareholders.
The PSA currently has three performance requirements, which are EBITDA
growth, the Company’s TSR performance against the FTSE 50-150 excluding
investment trusts, and strategic objectives. All three performance metrics are
linked to our long-term business strategy, and support shareholder
value creation.
The Committee retains the ability to adjust and/or set different performance
measures following a corporate event (such as a change in strategy, a material
acquisition and/or divestment of a Group business or a change in prevailing
market conditions) which causes the Committee to determine that the
measures are no longer appropriate and that amendment is required so that
they achieve their original purpose.
REMUNERATION POLICY FOR OTHER EMPLOYEES
Remuneration arrangements throughout the Inmarsat Group are determined
on the same principle as for remunerating Executive Directors, in that reward
should support our business strategy. It should be sufficient to attract and
retain high-performing individuals.
As a global business we accept that there may be different local arrangements
that are appropriate to apply but, overall, this principle applies across the
different geographies in which we operate. Employees receive variable pay
which gives them incentives appropriate to their role in the organisation and is
reflective of how we deal with Executive Directors too.
In general, the Remuneration Policy and principles which apply to other senior
executives is consistent with that set out in this Report for Executive Directors.
All employees participate in bonus schemes. Group senior executives are
eligible to participate in the BSA and some also participate in the PSA.
The BSA may operate with division-specific targets for some participants,
as appropriate.
All employees are eligible to participate in employee share plans which are
generally the UK Sharesave Scheme or an equivalent international plan.
Generally, participation is on the same terms subject to local regulations.
SHAREHOLDING GUIDELINES
The guideline for Executive Directors is that they hold five times base salary in
beneficially owned ordinary shares.
For new Executive Directors, we would expect the individual to build up a
shareholding to the five times guideline over a period of time, generally within
five to seven years.
PAY SCENARIO CHARTS
The following charts provide an estimate of the potential future reward
opportunities for the two current Executive Directors (CEO and CFO), and the
potential split between the different elements of pay under three different
performance scenarios: ‘Minimum’, ‘Target’ and ‘Maximum’. Potential reward
opportunities are based on Inmarsat’s current Remuneration Policy, applied to
salaries, benefits and pensions as at 1 January 2016. Note that the projected
values exclude the impact of any share price movement.
Each element of remuneration reflects the following assumptions:
> Minimum: includes fixed remuneration only, ie base salary, taxable benefits
and pension or cash allowance.
> Target: includes fixed remuneration plus the amounts for on-target
performance under the annual cash bonus plan (60% of maximum) and BSA
(60% of maximum monetary value of 185% and 175% of salary for the CEO
and CFO respectively), and threshold performance under the PSA
(30%/0%/0% of maximum under the TSR/EBITDA/strategic performance
elements, based on maximum opportunities of 185% and 175% of salary for
the CEO and CFO respectively).
> Maximum: includes fixed remuneration and maximum payment under all
incentive plans.
PAY FOR PERFORMANCE ($‘000s)
CEO
CFO
3,390
62%
21%
17%
1,736
42%
24%
34%
589
100%
2,687
60%
22%
18%
1,392
40%
25%
35%
485
100%
Minimum
Target
Maximum
Minimum
Target
Maximum
Fixed salary
Annual bonus
LTIP
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 78 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
APPROACH TO RECRUITMENT REMUNERATION
EXTERNAL APPOINTMENTS
In the event of hiring a new Executive Director, the Committee will typically align the remuneration package with the approved Remuneration Policy.
In determining appropriate remuneration arrangements on hiring a new Executive Director, we will take into consideration all relevant factors (including but not
limited to external market data, current remuneration, the type of remuneration arrangements for other Inmarsat executives and the jurisdiction the candidate was
recruited from) to ensure that arrangements are in the best interests of both our Company and its shareholders without paying more than is necessary. The
Remuneration Policy in place will apply to the new appointment unless there are variables to the appointment which are noted below and are agreed by the
Committee as appropriate to offer.
The Committee may make awards on hiring an external candidate to ‘buy-out’ remuneration arrangements forfeited on leaving a previous employer. In doing so,
we will take account of relevant factors including any performance conditions attached to these awards, the form in which they were granted (for example, cash or
shares), the time over which they would have vested and the share price at the time of buy-out. Generally buy-out awards will be made on a comparable basis. The
Committee has the discretion to determine whether such buy-outs shall be granted as BSAs, PSAs or Restricted Share Awards under the ESP. The Committee may
also avail itself of the provision in the Listing Rules (Chapter 9.4.2) regarding long-term incentive awards in relation to the buy-out of awards forfeited on leaving a
previous employer.
Component
Approach
Maximum annual value
Basic salary
To be determined by reference to relevant market pay levels, experience and skills of the individual, internal
relativities and the current salary of the incumbent in the role.
Pension and
benefits
To be eligible to receive benefits in line with the current policy, and as well as any expatriation allowances
and any necessary expenses relating to an Executive Director’s relocation on appointment.
Sharesave
Scheme
To be entitled to participate on identical terms to other employees.
Annual cash
bonus
The scheme as described in the policy table will apply to new appointees. The Committee will determine on a
case-by-case basis whether the executive will receive the full annual payment or a pro-rata amount.
125% of salary
Bonus Share
Awards
To participate in annual awards on the same terms as other Executive Directors, as described in the
policy table.
Up to 200% of salary (300%
in exceptional circumstances)
Performance
Share Awards
To participate in annual awards on the same terms as other Executive Directors, as described in the
policy table.
Up to 200% of salary (300%
in exceptional circumstances)
Restricted
Share Awards
To make awards of shares which vest in accordance with a schedule which will be agreed by the Committee,
subject to continued employment only. Awards will typically be made to facilitate the ‘buy-out’ of awards
forfeited on leaving a previous employer, and the vesting schedule will typically match that of the awards
forfeited. Additional shares in lieu of accrued dividends over the vesting period are awarded only on the
number of shares that vest.
Up to 200% of salary (300%
in exceptional circumstances)
INTERNAL APPOINTMENTS
Any individual who is promoted to become an Executive Director will be treated on the same basis as if they were an external hire in respect of the elements of
remuneration and benefits. Where the new appointee has an initial salary set below market, any shortfall will be managed with phased increases over a period of
several years, subject to the executive’s development in the role.
Such individuals are also eligible to receive payment from any award made prior to their appointment to the Board.
79
NON-EXECUTIVE DIRECTORS
For the recruitment of a new Non-Executive Director, the individual will receive a letter of appointment which will summarise the time requirement expected of them
and set out details of their fees (base fee and committee membership fee). Fees will be the same level as for other Non-Executive Directors, except where the
Nominations Committee determines that a different level is appropriate based on individual contribution. Reasonable expenses will also be paid and cover will be
provided to all Directors, Executive and Non-Executive, under the Company’s Directors’ and Officers’ insurance policy.
Element
Purpose and link to strategy
Operation
Non-Executive
Director fees
and Committee
fees
To attract and retain
high-calibre Non-
Executive Directors by
offering a market
competitive fee level.
The Non-Executives are paid a basic fee.
The Committee Chairmen and other members of the Board Committees (Audit,
Remuneration, Nominations, and the newly created Telecoms Regulatory
Committee) and the Senior Independent Director are paid supplements to reflect
their additional responsibilities.
The Chairman of the Board will be paid a single fee for all his responsibilities, and
receive healthcare cover.
Non-Executive Director fee levels are reviewed periodically by the Chairman and
Executive Directors with reference to market levels in comparably sized FTSE
companies and a recommendation is then made to the Board. The Chairman’s fee
is reviewed by the Committee taking into account fee levels at the same set of
companies, and is then approved by the Board. If any changes are to be made,
they are usually effective in July.
Maximum
To avoid setting
expectations, there is no
maximum fee level.
Aggregate fees were
increased to £1m following
approval by shareholders at
the 2014 AGM.
The fees paid to Non-
Executive Directors in
respect of the year under
review (and for the following
year) are disclosed in the
Annual Report on
Remuneration.
SERVICE CONTRACTS AND EXIT PAYMENT POLICY
Executive Director
Rupert Pearce
Tony Bates
Date of service contract
18 January 2012
21 February 2014
Term of office
Indefinite until termination by either party
Indefinite until termination by either party
Notice period
12 months’ written notice by Company or Director
12 months’ written notice by Company and 6 months’ written
notice by the Director
The Company in its absolute discretion may agree a shorter notice period with the departing Director. All Directors have a clause to allow a payment in lieu of notice
to be made. For the Executive Directors, the Company may make such payments monthly (up to 12 months) and these payments shall be reduced if the executive
finds alternative employment.
Severance payments in relation to the service contract are limited to no more than one year’s base salary plus other benefits, which may include annual bonus
(subject to performance conditions being fulfilled and pro-rated for time and payable at the normal annual bonus payment date), unless the Committee believes
this is unreasonable given the circumstances for departure or unless dictated by applicable law.
The Committee reserves the right to make additional exit payments where such payments are made in good faith:
> in discharge of an existing legal obligation (or by way of damages for breach of such an obligation); or
> by way of settlement or compromise of any claim arising in connection with the termination of a Director’s office or employment.
The Committee retains discretion to determine appropriate bonus amounts and vesting of share-based awards, as well as the timing of vesting, taking into
consideration the circumstances in which an Executive Director leaves. The rationale for any discretion exercised will be provided in the following year’s Annual
Report on Remuneration.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 80 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
Reason for leaving
ANNUAL BONUS
Timing of vesting
Treatment of awards
Good leaver (see below for definition)
Normal payment date
Performance against targets will be assessed at the end of the year
in the normal way and any resulting bonus will be pro-rated for time
served during the year
All other reasons
BSA AND BSP
Awards lapse
not applicable
Good leaver (see below for definition)
Normal vesting date, although the
Committee has discretion to accelerate
Any earned but not yet transferred shares will be retained. The
treatment of unvested shares is at the Committee’s discretion
All other reasons
PSA AND PSP
Awards lapse
not applicable
Good leaver (see below for definition)
Normal vesting date, although the
Committee has discretion to accelerate
Any outstanding awards will be pro-rated for time and subject to
performance conditions being met
All other reasons
RSA
Awards lapse
not applicable
Good leaver (see below for definition)
Normal vesting date, although the
Committee has discretion to accelerate
Any outstanding awards will be pro-rated for time
All other reasons
Awards lapse
not applicable
EMPLOYEE SHARE PLANS
Good leaver (see below for definition)
Share options can be exercised for a
certain period of time after departure
The individual will be entitled to exercise his share options in
accordance with HMRC approved rules or local equivalent rules
All other reasons
Awards lapse
not applicable
A ‘good leaver’ is the departure of an Executive Director for reasons of
ill-health, redundancy, retirement, death or any other reason which the
Committee in its absolute discretion permits. Termination for cause is regarded
as a bad leaver and no awards shall vest.
Upon a change of control of the Company, share awards may be transferred to
participants within such period as the Committee may permit based on the
extent to which the Committee determines that the performance conditions
have been met. Alternatively, participants shall be required to give up existing
share awards and receive shares in the new company being equivalent to the
original award. For the annual bonus, the Committee will assess performance
against targets at the point of change of control and any resulting bonus will be
pro-rated for time and paid immediately. The final treatment for the annual
bonus remains subject to the Committee’s discretion.
In the event that the Company terminates an Executive Director’s service
contract other than in accordance with the terms of his contract, the
Committee will act in the best interests of the Company and ensure there is no
reward for failure. When determining what compensation, if any, is to be paid to
the departing Executive Director, the Committee will give full consideration to
the circumstances of the termination, the Executive Director’s performance,
the terms of the service contract relating to notice and payments in lieu of
notice, and the obligation of the Executive Director (where it is in the service
agreement) to mitigate any loss which he may suffer as a result.
Although the Company would seek to minimise termination costs, the
Committee may in appropriate circumstances provide other elements in a
leaving Executive Director’s termination package, including (without limitation)
compensation for the waiver of statutory rights in exchange for him executing a
settlement agreement, payment of the departing Executive Director’s legal
fees in connection with his termination arrangements, and payment of
outplacement fees. In addition, the Committee may determine that the
Director should continue to be engaged by the Company on a consultancy
arrangement or other terms following cessation of his directorship.
NON-EXECUTIVE DIRECTORS
Name
Simon Bax
Sir Bryan Carsberg
Stephen Davidson
Kathleen Flaherty
General C. Robert Kehler (Rtd)
Janice Obuchowski
Dr Abraham Peled
Robert Ruijter
Andrew Sukawaty(1)
Dr Hamadoun Touré
Date of appointment letter
28 May 2013
18 April 2005
16 June 2005
9 May 2006
13 March 2014
6 May 2009
10 May 2013
16 December 2014
16 September 2014
16 December 2014
Date of appointment
18 June 2013
22 June 2005
22 June 2005
9 May 2006
6 May 2014
5 May 2009
18 June 2013
1 February 2015
1 January 2015
1 March 2015
(1) Andrew Sukawaty became Non-Executive Chairman with effect from 1 January
2015. He was previously Executive Chairman.
Appointments are initially for three years and unless agreed by the Board, they
may not remain in office for a period longer than six years, or two terms in
office, whichever is the shorter. The UK Corporate Governance Code has special
provisions regarding determination of the independence of Directors when
they have served for more than nine years.
81
Non-Executive Directors do not have contracts of service and their
appointment will normally terminate on:
> a Director choosing to resign voluntarily;
> a Director being prohibited from serving by law, bankruptcy or illness;
> if the Nominations Committee does not approve the extension of
the appointment;
> a Director is found guilty of misconduct; or
> a Director is not re-elected by the shareholders following retirement at
an AGM.
Non-Executive Directors do not receive an annual bonus and do not
participate in any of the Company’s incentive plans. They receive no benefits,
except that healthcare cover is provided for the Chairman, as a continuation of
the cover provided to him previously. The Company reimburses the reasonable
expenses the Non-Executive Directors incur in carrying out their duties
as Directors.
EXTERNAL APPOINTMENTS
Executive Directors serving as Non-Executive Directors on the board of other
companies are permitted to retain all remuneration and fees earned from
outside directorships subject to a maximum of two external board
appointments. Directors accepting such positions shall take into account any
guidelines for external directorships as contained in the Corporate Governance
Code, subject at all times to pre-authorisation of the appointment by the
Chairman, or in the case of the Chairman, the Senior Independent Director.
CONSIDERATION OF CONDITIONS ELSEWHERE IN THE COMPANY
Although we do not consult directly with employees on executive remuneration
policy, the Committee takes into consideration the remuneration
arrangements for the wider employee population in making its decisions on
remuneration for senior executives. This relates to philosophy around levels of
base salary, operating bonus plans for all employees, pension entitlement and
benefit provision also being available across the Group.
The Group consults with its employees on general employment policies in a
range of ways, including formal consultation forums in some countries where it
operates. Our staff are encouraged to provide feedback directly to their line
managers or to the HR team or to a confidential email address which will receive
queries on all issues including anti-bribery.
CONSIDERATION OF SHAREHOLDER VIEWS
When determining remuneration, the Committee considers shareholder views
and the guidelines of investor bodies. The Remuneration Committee Chairman,
Senior Independent Director (SID), and Company Secretary engage pro-
actively with major shareholders and shareholder representatives whenever
appropriate. The Committee is always open to feedback from shareholders on
Remuneration Policy or individual arrangements, and is committed to
consulting shareholders in advance of major changes. Details of votes cast for
and against the resolution to approve last year’s Remuneration report are
provided in the Annual Report on Remuneration section of this Report.
ANNUAL REPORT ON
REMUNERATION
The following section provides details of how Inmarsat’s Remuneration Policy
was implemented during the financial year ending 31 December 2015 and how
the Committee intends to implement the policy in 2016.
The Regulations require our external auditors to report to shareholders on the
audited information within this Report and to state whether, in their opinion, the
relevant sections have been prepared in accordance with the Act. The external
auditors’ opinion is set out on pages 95 to 99 and we have clearly marked the
audited sections of the Report.
REMUNERATION COMMITTEE MEMBERSHIP IN 2015
The Committee consists entirely of independent Non-Executive Directors. We
had four scheduled meetings during the year to discharge our responsibilities.
Committee membership and attendance are set out in the table below:
Number of scheduled meetings in 2015
Simon Bax (Committee Chairman) since 6 May 2015
Stephen Davidson (Committee Chairman) until 6 May 2015
Sir Bryan Carsberg
Kathleen Flaherty
General C. Robert Kehler (Rtd)
Attendance
4/4
4/4
4/4
4/4
4/4
During the year, the Committee operated to a forward agenda which ensured
that items were discussed at the appropriate time during the year. Its key
activities included:
> annual review of Executive Director salaries;
> review of performance outcomes for the annual bonus, BSA and PSA in
respect of performance to 31 December 2014 and anticipated award levels
for schemes maturing in 2015 as these are finalised in the March meeting
following the year end;
> review of potential changes to the operation of the BSA and PSA;
> calibration of award levels and targets for the 2015 BSA and PSA awards for
the Executive Directors;
> review of incentive plans across the Group;
> review of the Non-Executive Chairman’s fee;
> preparation of the Directors’ Remuneration report;
> consideration of shareholder views on issues which may have arisen during
the year and comments from those who were contacted ahead of the 2015
AGM; and
> preparation for the 2015 AGM.
ADVISERS
During 2015, the Committee was advised internally by Andrew Sukawaty
(Chairman), Rupert Pearce (CEO), Tony Bates (CFO), Debbie Jones (Chief
People Officer), Alison Horrocks (Chief Corporate Affairs Officer and Company
Secretary) and Matt Smith (Head of Reward). John Rennocks, the Company’s
former Deputy Chairman and SID, also attended meetings, as has Dr Abe Peled
who became SID in November 2015. No member of management is present at
a Committee meeting when their own arrangements are being discussed.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 82 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
Kepler (a brand of Mercer) was appointed by the Committee after consultation with the Board in September 2012 following a tendering process, and has continued
to act as the Committee’s independent external adviser during the year. Kepler’s responsibilities include a mandate to review our remuneration principles and
practices against corporate governance best practice. Kepler reports directly to the Committee Chairman and is a signatory of the Code of Conduct for
Remuneration Consultants (which can be found at www.remunerationconsultantsgroup.com). Kepler provides no non-remuneration-related services to the
Company and is therefore considered independent. Kepler’s parent, Mercer, provides unrelated services to the Company in the areas of pension investment advice
and actuarial services to the Trustee to the Inmarsat UK Pension Plan. During 2015, Kepler’s fees were based on time and materials, and fees (excluding VAT and
expenses) totalled £51,150 (2014: £36,300).
SUMMARY OF SHAREHOLDER VOTING AT THE 2015 AGM
The following table shows the results of the advisory shareholder vote on the Annual Report on Remuneration of the 2014 Directors’ Remuneration report at the
2015 AGM:
For (including discretionary)
Against
Total votes cast (excluding withheld votes)
Votes withheld
Annual Report on Remuneration
Total number of votes
233,600,610
92,600,415
326,201,025
30,166,200
% of votes cast
71.61%
28.39%
100%
n/a
The current Remuneration Policy was approved by shareholders with a 97% vote for at the 2014 AGM.
The Annual Report on Remuneration was approved by shareholders with a 72% vote for. The Committee is mindful of some shareholders who voted against, and
understand that this largely reflected some shareholders’ views on the introduction of strategic measures within the PSA from 2015. The Committee takes seriously
shareholders’ voting on the Directors’ Remuneration report, and consulted with the Company’s major shareholders in early 2015 in advance of introducing
strategic measures in the PSA, and we had further discussions with shareholders later in the year. Whilst many shareholders were in favour of the strategic
measures, others preferred to use purely financial objectives. The Committee considered these views when finalising its plans for the structure for the 2015 PSA.
The Committee continued to believe that the strategic measures are focused on the long-term operational future of the business and will ultimately drive
shareholder value and it was appropriate therefore to include them as a performance measure. The Company continues to commit to retaining an element of the
PSA based on financial performance.
The Committee will continue to engage with shareholders to facilitate their understanding of the Company, the environment in which it operates and how this
translates into our executive Remuneration Policy.
SINGLE TOTAL FIGURE OF REMUNERATION FOR EXECUTIVE DIRECTORS (AUDITED)
The table below sets out a single figure for the total remuneration received by each Executive Director for the year ended 31 December 2015 and the prior year:
£’000
Basic salary
Taxable benefits(1)
Pension(2)
Annual bonus(3)
Bonus Share Award(4)
Long-term incentives(5)
Total
Rupert Pearce
2015
542
9
16
491
1,037
510
2,605
2014
485
8
16
622
677
786
2,594
Tony Bates
2015
457
6
16
471
787
–
1,737
2014
263
3
9
563
450
–
1,288
(1) The taxable benefits received by the Executive Directors include healthcare benefits and benefits relating to staff entertaining. The tax due in respect of the staff entertainment benefit is
settled by the Company. The Company also reimburses the travel costs incurred by Directors for travel to Board meetings where these do not take place in the country in which they are
domiciled. These travel expenses are subject to a specific deduction under HMRC rules and are not taxable.
(2) Represents the pension payment made by the employer to the individual Director as cash in lieu of pension (see page 86 for details).
(3) Represents the annual bonus payment in relation to the financial years ended 31 December 2015 and 2014 (see pages 83 and 84 for details).
(4) Represents the face value of the shares as at March 2015 to be awarded under the Bonus Share Award in relation to the financial year ended 31 December 2015 and awarded under the
Bonus Share Award in relation to the financial year ended 31 December 2014 (see pages 84 and 85 for details).
(5) PSA granted in 2012, which vested in March 2015 based on performance to 31 December 2014, is valued using the share price on the date of vesting of £9.41. This amount has been
revised from last year’s report to reflect the actual share price on vesting plus reinvested dividends on vested shares. 50% of the 2013 award will vest in March 2016 based on
performance. As the share price on the date of vesting is currently unknown the value shown is estimated using the average market value over the last quarter of 2015 of £10.36.
Mr Sukawaty was included in the table in 2014 as an Executive Director. His 2014 remuneration comprised a basic salary of £615k, taxable benefits of £38k, pension
of £88k, and annual bonus of £738k. His Bonus Share Award totalled £1,181k and long-term incentives of £1,222k. His total remuneration was £3,882k for 2014. In
2015, he received a fee as Non-Executive Chairman, detailed on page 83. Details of benefits he received from share awards that vested are shown on page 85.
83
SINGLE TOTAL FIGURE OF REMUNERATION FOR NON-EXECUTIVE DIRECTORS (AUDITED)
The table below sets out a single figure for the total remuneration received by each Non-Executive Director for the year ended 31 December 2015 and the prior year:
£’000
Andrew Sukawaty(2)
Simon Bax
Sir Bryan Carsberg
Stephen Davidson
Kathleen Flaherty
General C. Robert Kehler
(Rtd)(3)
Janice Obuchowski
Dr Abraham Peled(4)
Robert Ruijter(5)
Dr Hamadoun Touré(6)
John Rennocks(7)
Total
Base fee
2015
299.1
52.2
52.2
52.2
52.2
105.1.
52.2
54.5
49.8
46.6
83.8
899.9
2014
–
50.8
50.8
50.8
50.8
67.0
50.8
50.8
–
–
95.5
467.3
Additional fees
2015
–
8.1
10.1
17.4
4.5
4.5
5.6
5.6
3.1
3.8
8.3
71.0
2014
–
4.5
9.0
19.0
4.5
3.0
4.5
4.5
–
–
10.0
59.0
Taxable benefits(1)
Total
2015
20.0
0.2
0.8
1.2
–
–
–
–
–
–
2.0
24.2
2014
–
–
1.0
1.0
–
–
–
–
–
–
1.0
3.0
2015
319.1
60.5
63.1
70.8
56.7
109.6
57.8
60.1
52.9
50.4
94.1
995.1
2014
–
55.3
59.8
69.8
55.3
70.0
55.3
55.3
–
–
105.5
529.3
Fees converted to GBP, where relevant, using an exchange rate of $1.51 = £1.00.
(1) The taxable benefits received by the Non-Executive Directors were associated with accommodation costs incurred with attendance at two-day Board meetings. The tax due in respect of
these benefits is settled by the Company. The Company also reimburses the travel costs incurred by the Non-Executive Directors for travel to Board meetings where these do not take
place in the country in which they are domiciled. These travel expenses are subject to a specific deduction under HMRC rules and are not tax deductible.
(2) As set out in the 2014 Directors’ Remuneration report, Mr Sukawaty continues to receive healthcare cover as a continuation of the cover provided to him over the last 10 years.
Mr Sukawaty’s outstanding PSA awards (made to him when he was Executive Chairman) will also vest to him on a time pro-rata basis on their respective normal vesting dates, subject to
performance and continued employment (see page 85 for vesting details). Mr Sukawaty’s salary as Executive Chairman is shown immediately above this table.
(3) The fees for General C. Robert Kehler (Rtd) include a fee of £52,942 as a Non-Executive Director of Inmarsat Inc, a wholly owned subsidiary in the US.
(4) Dr Peled was appointed as Senior Independent Director as of 6 November 2015.
(5) Mr Ruijter was appointed to the Board as a Non-Executive Director on 1 February 2015.
(6) Dr Touré was appointed to the Board as a Non-Executive Director on 1 March 2015. In addition to the fees reported in the table above, a consultancy firm which used the services of
Dr Touré during 2015 charged the Company a fee of $30,000 for 30 days’ consultancy, and other costs including travel, entertaining and hotel accommodation of approximately
$9,700. This work was not undertaken by Dr Touré in his capacity as a Non-Executive Director and related to a specific project which required focused time commitment. It is not expected
that he will provide consultancy services on a regular basis.
(7) Mr Rennocks retired from the Board on 6 November 2015.
INCENTIVE OUTCOMES FOR THE YEAR ENDED 31 DECEMBER 2015
ANNUAL CASH BONUS IN RESPECT OF 2015 PERFORMANCE
In 2015, the annual cash bonus was based on the achievement of Group financial targets and individual performance objectives.
As part of a process of refocusing on Group performance and more closely aligning the bonus schemes across the Group, 2015 performance was measured by
reference to revenue (33%) and EBITDA targets (67%). Revenue and EBITDA are two measures which have strong line-of-sight, are easily understood and are two
of our key reporting metrics to shareholders. The same performance metrics are used in the annual bonus plan for all employees. The Committee has the ability to
apply up to 30% of the maximum bonus opportunity potential in consideration of the achievement of personal objectives.
In line with the previous approach, the Committee will disclose the 2015 financial targets in next year’s Annual Report on Remuneration. We believe the targets used
are commercially sensitive if made public in the same reporting period as to which they apply.
Examples of the personal objectives for the Executive Directors for 2015 are noted below. Some have been excluded where we believe they may be commercially
sensitive if published.
CEO:
> Deliver on the 2015 financial budget as to revenues and EBITDA performance.
> Ensure the on-time launch and deployment of Inmarsat-5 F2 and F3.
> Maintain the Global Xpress Ka-band programme to enable global service launch on time and to budget.
> Manage the Company’s position regarding LightSquared while it is in bankruptcy.
> Make meaningful progress for the aviation opportunity in Europe.
CFO:
> Deliver on the 2015 financial budget as to revenues and EBITDA performance.
> Complete SAP financial system roll-out on time and to budget.
> Ensure new internal and external financial reporting is in place and operating well.
> Establish a Group-wide procurement strategy and capability to deliver cost savings to the business.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 84 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
In 2015, revenues were $1,274m, which exceeded target performance but fell short of stretch. EBITDA was $726m, which exceeded stretch performance. However,
in considering the underlying performance of the business, the Remuneration Committee felt that contributions from a strategic contract should be only partially
applied as a fair reflection of the performance of the Company overall. On a formulaic basis, the bonus payout in respect of financial performance is 92.5% of
maximum. However, the Committee used its discretion to adjust downwards the payout to be 75% of that element (which translates into 65.6% of salary for each of
the Executive Directors out of a maximum of 87.5% of salary linked to financial performance).
The Committee also considered the Executive Directors’ achievement of personal objectives during the year, and payout in respect of personal performance was
25% and 37.5% of salary for the CEO and the CFO, respectively.
The maximum and target annual bonus amounts that could be made and actual cash bonus which will be awarded to each Executive Director are set out in the
next table.
Executive Director
Rupert Pearce
Tony Bates
Target bonus
(% of salary)
75%
75%
Maximum bonus
(% of salary)
125%
125%
Actual bonus
outcome for 2015
financial year
(% of salary)
90.6%
103.1%
Bonus paid for the
2014 financial year
(% of salary)
120%
125%
ANNUAL CASH BONUS IN RESPECT OF 2014 PERFORMANCE
Last year, the Company committed to disclosing the 2014 bonus financial targets in this year’s Annual Report on Remuneration. The targets and actual
performance against them are set out below.
Measure
Revenue
Opex
Capex
TOTAL
EBITDA
Weighting
(% of financial element)
50%
35%
15%
100%
Underpin for ABP
Performance targets
$m
On-target
1,109
394
610
Stretch
1,192
375
581
$619m
$619m
Actual
performance
$m
1,286
372
425
Payout
(% of financial
element)
50%
35%
15%
100%
$701m Underpin met
In determining the final bonus outcome, the Committee also considered broader Company performance. Taking into account the Company’s outperformance of
stretch targets for all the financial measures and its achievement of the EBITDA underpin, and the wider performance and contributions of the CEO and CFO in
2014, the overall bonus outcomes were 120% and 125% of salary for the CEO and CFO, respectively. The Committee believes these outcomes are warranted and
reflect strong Company and individual performance in 2014. Examples of the personal objectives for the Executive Directors for 2014 were provided in last year’s
Annual Report on Remuneration.
BSP AWARD IN RESPECT OF 2014 PERFORMANCE
Details of the financial targets and actual performance against targets in respect of the 2014 BSP award are provided in the ‘Annual cash bonus in respect of 2014
performance’ section above.
BSP AWARD IN RESPECT OF 2015
An allocation of shares was made on 27 March 2015 at a share price of £9.3375 in respect of the March 2015 BSA monetary awards. The confirmation of these
awards is based on Company performance for the financial year ended 31 December 2015. The performance targets were achieved in full and the full number of
shares originally allocated in March 2015 will be awarded in March 2016. Under the BSA, the maximum number of shares is awarded for target performance and
does not increase for outperformance. The performance measures, weightings and actual performance against target were as follows:
Performance measure
Revenue
Weighting (% of maximum)
33%
EBITDA
66%
Actual performance against target
Revenues were $1,274m, which exceeded threshold and target performance, and therefore the full
allocation is made
EBITDA was $726m, which exceeded threshold and target performance, and therefore the full
allocation is made
Based on performance achieved against each of the measures, 100% of the allocated shares will be awarded and will vest in March 2017, 2018 and 2019.
85
The table below shows the confirmation of the number of shares awarded for the 2015 BSP Award.
Executive Director
Rupert Pearce
Tony Bates
Maximum
monetary award
£1,037,294
£787,496
Share price on date
of allocation
(27 March 2015)
£9.34
£9.34
Number of shares
allocated in
March 2015
111,089
84,337
Conversion rate
based on
performance for
year ended
31 December 2015
100%
100%
Confirmed number
of shares awarded
in March 2016
111,089
84,337
2013 PSP VESTING
On 19 March 2013, the then Executive Chairman and CEO received PSP awards of 201,262 and 98,435 shares. Vesting of the awards was dependent on three-year
TSR vs. the FTSE 350 (excluding investment trusts) and three-year EBITDA growth, both measured over the three years to 31 December 2015 and weighted equally.
There was no re-testing of performance. Performance targets for these awards are as follows:
Weighting (% of maximum award) Performance targets
50%
Performance measure
3-year TSR vs.
FTSE 350 (excluding
investment trusts)
3-year EBITDA growth pa 50%
Below median: nil vesting
Median: 30% vesting
Upper quartile: 100% vesting
(straight-line vesting applies between median and upper quartile)
Less than 1%: nil vesting
1%: 0% vesting
3.5%: 100% vesting
(straight-line vesting applies between 1% and 3.5%)
The EBITDA target was not achieved for the three-year period, and therefore there is no vesting due for 50% of the total award. As explained in the Remuneration
Committee Chairman’s Annual Statement, EBITDA was not achieved because of some specific factors, including the effect of US sequestration on our government
business and the delay of the launches of our Inmarsat-5 satellites which were beyond our control. In respect of relative TSR, the Company’s performance was at
the 75th percentile vs. the FTSE 350 (excluding investment trusts), which gave a vesting outcome of 50% of the total award. The total amount that will vest on
19 March 2016, subject to continued employment, will therefore be 50% of the maximum award.
The then Executive Chairman’s (now Non-Executive Chairman) 2013 PSA award is reduced on a time pro-rata basis for the period he served as an Executive
Director, ie 19 March 2013 to 31 December 2014. Therefore, 59,819 shares, plus shares added in lieu of accrued dividends, will vest to the Chairman on
19 March 2016.
SCHEME INTERESTS AWARDED IN 2015 (AUDITED)
BSP AWARD IN RESPECT OF 2014
An allocation of shares was made in respect of the March 2014 BSP monetary awards based on Company performance for the year ended 31 December 2014.
The share award was based on the mid-market closing price of the Company’s ordinary shares following the announcement of the Preliminary Results in March
2015. As advised in the 2014 Annual Report the conversion rate was 100% of the monetary amount into an award of shares which vest in equal tranches in March
2016, 2017 and 2018, subject to continued employment.
Executive Director
Rupert Pearce
Tony Bates
Maximum
monetary award
£676,500
£450,000
Conversion rate
Date of share
award
100% 6 March 2015
100% 6 March 2015
Awards made
during the year
75,947
50,519
Market price at
date of award in
March 2015
£8.91
£8.91
Face value at
date of award
£676,500
£450,000
The then Executive Chairman (now Non-Executive Chairman), received a monetary award of £1,181,148 in March 2014 which was converted into 132,601 shares in
March 2015, with a face value at date of award of £1,181,148. The Chairman is eligible to receive these shares when they vest as he was an Executive Director during
the entire performance period.
2015 PSA
In March 2015, the Executive Directors received PSA share awards which will vest subject to performance over the three years to 31 December 2017.
Executive Director
Rupert Pearce
Tony Bates
Date of grant
30 March 2015
30 March 2015
Awards made
during the year
111,089
84,337
Market price at
date of award
£9.34
£9.34
Face value at
date of award
£1,037,294
£787,497
Award as % of
salary
Vesting date
200% 30 March 2018
175% 30 March 2018
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 86 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
The award levels fall within the normal maximum permitted under the Remuneration Policy, and were determined taking into account the overall market pay data,
the performance of the Company and the individuals’ strong personal performance and contribution to shareholder value creation over the year.
Vesting of the awards will be dependent on three-year TSR vs. the FTSE 50-150 (excluding investment trusts), three-year EBITDA growth and achievement of
specific strategic objectives. As discussed in the 2014 Annual Report, 2015 was the first year we introduced the use of strategic objectives as a performance
measure in our long-term share plan. The Company believes that it is important for management to be focused on delivering critical strategic programmes which
will drive long-term shareholder value creation. The strategic objectives described below are the ones identified to deliver this value. The targets will be measured
over the three years to 31 December 2017 and weighted 30%/30%/40% respectively. There will be no re-testing of performance. Performance targets for these
awards, and part-cycle updates on achievement against the strategic objectives, are as follows:
Performance measure
Weighting
(% of maximum award)
Performance targets
3-year TSR vs.
FTSE 50-150 (excluding
investment trusts)
30%
3-year EBITDA
growth pa
30%
Below median: nil vesting
Median: 30% vesting
Upper quartile: 100% vesting
(straight-line vesting applies between median and upper quartile)
Less than 4%: nil vesting
10%: 100% vesting
(straight-line vesting applies between 4% and 10%)
Strategic objectives
40%
The key areas are:
> Global Xpress: Completion of the successful launch and market entry for next generation of
Inmarsat-5 satellites
Part-cycle update: at the end of 2015, three Inmarsat-5 satellites had been successfully launched and global
service was announced.
> S-band: Putting in place all key building blocks of the aviation business case which will support
material revenues beyond 2017
Part-cycle update: we have received 28 MSS licenses and 18 ACGC licenses. We also announced the European
Aviation Network which included a partnership with Deutsche Telekom and a flight trial by Lufthansa of the
system in 2017.
> L-band: Sustaining L-band revenues despite migration of services from L-band to Global Xpress
Ka-band, through a re-orientation, expansion and globalisation of L-band services
Part-cycle update: at the end of 2015, we had continued our focus on L-band product and solution development
such as a smaller maritime terminal for fishing vessels, continued development of a core module to be used in
chip sets and developing our offering for the machine-to-machine market.
Achievement against strategic objectives will be considered as a whole.
There are specific objectives within each area, and further details of the objectives and key
achievements will be disclosed in detail at the end of the performance period.
PENSION (AUDITED)
The Executive Directors are eligible to participate in the Company’s defined contribution pension plan arrangements. None participate in the defined benefit plan.
An Executive Director can become a deferred member of the pension plan or not join the pension plan and receive a capped employer contribution paid as
additional salary. An amount of 12.5% of capped salary is the highest amount that could be paid under the existing arrangements. The capped salary level
increases nominally each year.
Pensionable salary is currently limited to basic salary and subject to a specific earnings cap which we apply for participants in our UK Pension Plan.
Neither Mr Pearce nor Mr Bates is a member of the UK defined contribution pension plan. The normal retirement date under the UK pension plan is age 65 with an
employee able to retire from age 55.
The current employer contributions (subject to the cap of £145,200 for the 2014/15 tax year and £147,600 for the 2015/16 tax year) are 12.5% of capped salary.
This amount is reduced for the cost to the Company of the employer national insurance. The effect of which is that the Executive Directors receive an equivalent 11%
of capped salary:
Rupert Pearce £16k, equivalent to 2.8% of salary, was paid in 2015
£16k, equivalent to 3.4% of salary, was paid in 2015
Tony Bates
87
EXIT PAYMENTS MADE IN THE YEAR (AUDITED)
There were no exit payments made in 2015.
PAYMENTS TO PAST DIRECTORS (AUDITED)
No payments were made to past Directors.
EXTERNAL APPOINTMENTS
The Executive Directors do not currently hold positions in other companies as Non-Executive Directors.
IMPLEMENTATION OF REMUNERATION POLICY FOR 2016
BASE SALARY
The table below shows the Executive Directors’ salaries as at July 2014 and July 2015. Salaries will next be reviewed in July 2016, which is the same time for the
general workforce.
Executive Director
Rupert Pearce
Tony Bates
Salary at 1 July 2015
£‘000
566
464
% change
9%
3%
Salary at 1 July 2014
£‘000
519
450
We have already indicated to shareholders that the Committee expected to increase Mr Pearce’s salary gradually over a period of time to reflect his demonstrated
development in the CEO role and the performance of the business. Mr Pearce was appointed as CEO in 2012 on a salary that was significantly below the median level
for a FTSE 50-150 CEO. Mr Pearce received no increase in 2013, in line with the salary freeze for the wider employee population. We made an initial increase in 2014
which reflected Mr Pearce’s continued strong performance in his role and significant contribution to the business, and took into account the 2013 salary freeze.
A salary of £519,000 remained bottom quartile for a FTSE 50-150 CEO; in this context, the Committee made an increase in July 2015 of 9% to £565,710. This salary
level remains significantly behind the median salary for a FTSE 50-150 CEO.
The salary increase applied across the business in 2015 (excluding that for the Executive Directors) was 3%. Mr Bates, our CFO, received an increase of 3% in July
2015, which was in line with the awards made across the UK employee base which was 2%. Salary increases across the Group averaged 3%, and averaged 4% for
non-UK employees. Both the CEO and CFO’s salaries will next be reviewed in July 2016, taking into account market pay levels and pay increases for the wider
employee population.
PENSION
Cash payments in lieu of employer pension contributions for 2016 will be made in accordance with the Remuneration Policy table set out on pages 74 to 76, and will
be on the same basis as those made in 2015.
ANNUAL CASH BONUS
The maximum annual bonus opportunity for Executive Directors in 2016 will remain unchanged from the opportunity in 2015, and will be 125% of salary.
The Annual Bonus will continue to have a financial element and an element linked to personal performance. The financial element of the bonus, totalling 70% of
maximum bonus opportunity, will continue to be measured by reference to EBITDA (67% of the maximum award) and revenue (33%). As in 2015, the Committee will
have the ability to apply up to 30% of the maximum bonus opportunity potential in consideration of the achievement of personal objectives.
2016 SHARE AWARDS:
BSA
In March 2016, a monetary BSA award will be made and nominally converted to shares immediately as happened in 2015. As in previous years, the level of award will
not be confirmed until the results for 2016 have been determined and may be lower (but not higher) than the initial award. There is no change to the vesting
timetable: the shares will vest in equal tranches in March 2018, 2019 and 2020, subject to continued employment. With the nominal conversion of the shares at the
outset, this more closely aligns the value delivered to participants under this award with the value created for shareholders over the same period.
It is expected that the level of award in March 2016 will be 185% and 175% of salary for Mr Pearce and Mr Bates, respectively. The performance measures will include
the same as the financial metrics used in the 2016 annual bonus. 60% of the award will be linked to EBITDA and 30% to revenue. Additionally, there will be a new
non-financial measure (10% of the award) linked to the management of a strategic contract. The Remuneration Committee reviewed the award levels and believe
they are appropriate in the context of the Company’s ambitions for growth and how each of the Executive Directors will contribute personally towards overall Group
performance. The award levels are in line with market benchmark levels for FTSE 50-150 companies (excluding investment trusts) when considered as part of a
total package.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 88 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
PSA
A PSA award will be made in March 2016, and it is expected that the level of award will be 185% of salary for Mr Pearce and 175% for Mr Bates. The Remuneration
Committee reviewed the award levels, and believe they are appropriate in the context of Company’s ambitions for growth and how each of the Executive Directors
will contribute personally towards overall Group performance. The award levels are in line with market benchmark levels for FTSE 50-150 companies (excluding
investment trusts) when considered as part of a total package.
The PSA awards in 2016 will operate on the same basis as they did in 2015. Awards vest after three years based upon the same three performance conditions,
measured over the three years to 31 December 2018. The targets are as follows:
Performance measure
Weighting
(% of maximum award)
Performance targets
3-year TSR vs.
FTSE 50-150 (excluding
investment trusts)
30%
3-year EBITDA
growth pa
30%
Below median: nil vesting
Median: 30% vesting
Upper quartile: 100% vesting
(straight-line vesting applies between median and upper quartile)
Less than 5%: nil vesting
11%: 100% vesting
(straight-line vesting applies between 5% and 11%)
Strategic objectives
40%
The key areas are:
> Global Xpress: Complete successful market entry for next generation Inmarsat-5 satellites
> Aviation: Putting in place all key building blocks of the aviation business case which will support
material revenues beyond 2017
> L-band: Aggressively work to sustain L-band revenues despite migration of services from L-band to
Global Xpress Ka-band, ongoing US sequestration and increasing competition
> Strategic contract: Maximise the near and medium term income opportunities from this key
strategic contract
Achievement against strategic objectives will be considered as a whole.
There are specific objectives within each area, and further details of the objectives and key
achievements will be disclosed in detail at the end of the performance period.
The Committee will be considering the appropriateness of a five-year PSA horizon in a comprehensive remuneration review later in 2016, and any such changes will
be reflected in the policy to be put to shareholders at the May 2017 AGM, to take effect from awards to be made in March 2018.
NON-EXECUTIVE DIRECTOR FEES
Fees paid as follows for a Non-Executive Director
Basic fee
Chairman of the Audit Committee
Chairman of the Remuneration Committee
Chairman of the Nominations Committee
Chairman of the Telecoms Regulatory Committee
Committee membership (per Committee)
SID (inclusive of all additional Committee fees)
Non-Executive Chairman (inclusive of any Committee Chairmanship/member fees)
Amount
£52,942
£10,000
£10,000
£5,000
£5,000
£4,500
£99,621
£303,261
Fees will next be reviewed in July 2016 and any increases will be for the decision of the Board, excluding the Non-Executive Directors. The Non-Executive Chairman
also receives healthcare cover (£14.6k in 2015).
The Telecoms Regulatory Committee is a new Committee of the Board established in 2015 and details about this can be found in the Corporate governance report
on page 67.
89
TOTAL SHAREHOLDER RETURN
The following graph shows the Company’s performance over the last seven years, measured by total shareholder return on a holding in the Company’s shares
compared to a hypothetical holding of shares in the FTSE 350 index (excluding investment trusts). The FTSE 350 index has been selected as it provides a view of our
performance against a broad equity market index, and Inmarsat is a constituent of the index. The Committee will review the appropriateness of the comparator
group used in future reports to shareholders.
TOTAL SHAREHOLDER RETURN
350
300
250
200
150
100
50
0
31 Dec 2008
31 Dec 2009
31 Dec 2010
31 Dec 2011
31 Dec 2012
31 Dec 2013
31 Dec 2014
31 Dec 2015
Inmarsat
FTSE 250 xIT index
Source: Datastream
CEO SEVEN-YEAR EARNINGS HISTORY (AUDITED)
The total remuneration of the Chief Executive for each of the previous seven financial years is shown in the following table. The information shows single figure
remuneration, the annual bonus outcome as a percentage of the maximum, the short-term share award and the long-term share award vesting outcomes as a
percentage of the maximum.
For the years 2009-2011, the Chairman and Chief Executive (Andrew Sukawaty (AS)) was the same individual and received a salary for the combined role.
Rupert Pearce (RP) became Chief Executive on 1 January 2012.
Year ended
Single remuneration figure(1)
Annual bonus outcome
(% of maximum)
BSP conversion
(% of maximum monetary value)
PSP award vesting
(% of maximum)
31 Dec 2009
£2.218m
–
98%
–
100%
–
100%
–
AS
RP
AS
RP
AS
RP
AS
RP
31 Dec 2010
£3.661m
–
100%
–
100%
–
100%
–
31 Dec 2011
£2.819m
–
84%
–
98%
–
Nil
–
31 Dec 2012
£3.850m(2)
£1.596m
–
91%
–
100%
–
Nil
31 Dec 2013
£2.511m(2)
£1.434m
–
83%
–
73%
–
Nil
31 Dec 2014
£4.427m(2)
£2.595m
–
96%
–
100%
–
54.47%
31 Dec 2015
–
£2.605m
–
90.6%
–
100%
–
50%
(1) Please refer to page 82 for detail of the single remuneration figure.
(2) We are only required to show the single figure remuneration for each year for the Chief Executive but as in 2012, 2013 and 2014 Mr Sukawaty was the highest paid Director as Executive
Chairman, we have also included the single figure for his remuneration.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 90 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
PERCENTAGE CHANGE IN CEO REMUNERATION
The data for other employees relates to the average pay across staff based in the UK, which is deemed to be the most appropriate employee group. The data is
based on all Inmarsat UK employees, including Executive Directors (apart from the CEO) and the senior management team.
Salary
Taxable benefits(2)
Short-term incentives(3)
Total
Change in remuneration from 2014 to 2015
2015
£’000
542.0
1.9
1,528.7
2,073.0
CEO
2014
£’000
484.8
1.9
1,298.9
1,785.6
Other UK
employees
% change
% change
11.9%(1)
1.7%
17.7%
16.1%
2%(4)
4%
-30.1%(5)
-8.1%
(1) The CEO’s salaries shown relate to the average salaries paid in respect of each of the financial years. The actual salary increase the CEO received at 1 July 2015 was 9%.
(2) Taxable benefits include healthcare benefits; for the CEO it is different compared to the single remuneration figure as the amount here excludes costs for staff entertainment.
(3) Represents the annual bonus payment for the financial year just ended plus the monetary value of the shares to be awarded under the Bonus Share Award corresponding to the financial
year just ended.
(4) The number of employees is based on those who were in employment for the whole year.
Effective July 2015, salary increases of approximately 2% to the eligible Other UK employee workforce were awarded with 4% awarded on average to non-UK employees and 3% awarded
on average across all employees.
(5) The short-term incentive result for UK employees does not reflect the result for Group employees generally, which show a percentage change of 9% for global employees, excluding the
UK workforce. The CEO’s results are more aligned with the result for the Group as a whole. The re-alignment of the CEO’s salary in 2014 and 2015 discussed previously in this Report, also
impacts both the salary and bonus levels.
The reporting periods are 1 January to 31 December 2014 and 2015.
RELATIVE IMPORTANCE OF SPEND ON PAY
To assist in understanding the relative importance of spend on pay, the below shows remuneration for all employees in comparison to distributions to shareholders
(dividends and share buy-back) and other significant spend. Capital expenditure has been presented as a measure of significant spend as it shows the investment
being made in the Company’s future growth. Our business model creates value that is distributed in the form of remuneration to employees, returns to shareholders
and funds which are reinvested in the business. We have invested significantly in recent years in the business while at the same time reviewing pay levels to be
competitive and securing good returns to shareholders through increasing capital value in the share price and increasing dividend payments. We are focused on
putting in place a sound platform for the long-term success of the Group.
RELATIVE SPEND ON PAY (US$m)
237.3
260.4
213.1
224.6
497.1
424.7
2014
2015
Total employee pay (10%)
2014
2015
2014
2015
Dividends and share buy-back (5%)
Capital expenditure on an accruals basis (17%)
91
DIRECTORS’ SHAREHOLDING (AUDITED)
The table below shows the shareholding of each Director against their respective shareholding requirement as at 31 December 2015 based on a share price of
£11.38 as at 31 December 2015:
Unvested and
subject to
deferral(1)
334,969
139,262
414,889
Unvested and
subject to
performance
conditions(2)
306,478
143,253
23,005
Shareholding
required
(% salary)
500%
500%
Current(3)
shareholding
(% salary)
2,177%
342%
Requirement
met?
Yes
No(4)
Rupert Pearce
Tony Bates
Andrew Sukawaty
Simon Bax
Sir Bryan Carsberg
Stephen Davidson
Kathleen Flaherty
General C. Robert Kehler (Rtd)
Janice Obuchowski
Dr Abraham Peled
Robert Ruijter
Dr Hamadoun Touré
Shares held
as at
31 Dec 2015
747,046
–
937,228
7,000
16,327
1,500
3,073
1,000
7,000
10,000
–
10,000
Shares held
Shares held
as at
31 Dec 2014
660,252
–
937,228
7,000
16,327
1,500
3,073
–
7,000
10,000
–
–
(1) The unvested and subject to deferral column includes 50% of the 2013 PSA as performance has been tested.
(2) The unvested and subject to performance conditions column includes PSP/PSA awards made in 2014 and 2015.
(3) Includes the unvested and subject to deferral shares under the BSP/BSA.
(4) Mr Bates joined the Company in June 2014. The shareholding guideline of 5x salary is to be achieved over a five to seven-year period.
Several of our Non-Executive Directors have share interests in excess of 1x salary, although there is no formal shareholding requirement. There were no changes in
Directors’ interests from 31 December 2015 to 3 March 2016.
DIRECTORS’ INTERESTS IN SHARES IN INMARSAT LONG-TERM INCENTIVE PLANS AND ALL-EMPLOYEE PLANS (AUDITED)
This information is accurate as at 31 December 2015.
INMARSAT SHARESAVE SCHEME (2012 AWARD)
Rupert Pearce
Options
held at
1 January
2015
1,960
Granted
during
the year
–
Exercised
during
the year
–
Options
held at
31 December
2015
1,960
Option price
Date from which
per share
exercisable
£4.59 February 2016
Expiry
date
July 2016
The Chairman, Andrew Sukawaty, held 1,960 options over shares under the Inmarsat 2005 Sharesave scheme at an option price of £4.59. These options are
exercisable between 1 February 2016 and 31 July 2016. The award was made when Mr Sukawaty was an executive.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 92 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
REMUNERATION REPORT
CONTINUED
INMARSAT BONUS SHARE AWARDS
Share awards
held at
1 January 2015
Awarded
during
the year
Reinvested
dividends
during
the year(1)
Vested
during
the year(2)
Share awards
held at
31 December
2015
Award price
Vesting date
Rupert Pearce
Share award made in March 2012
Share award made in March 2013
Share award made in March 2014
Share award made in March 2015
Tony Bates
Share award made in March 2015
Andrew Sukawaty(3)
Share award made in March 2012
Share award made in March 2013
Share award made in March 2014
Share award made in March 2015
21,584
68,428
74,557
–
–
–
–
75,947
–
1,117
1,623
–
21,584
34,212
24,851
–
–
35,333
51,329
–
£4.55
£6.50
£6.89
£8.91
Fully vested: 2015 last vesting date
May 2014, March 2015 and March 2016
March 2015, March 2016 and March 2017
March 2016, March 2017 and March 2018
–
50,519
1,650
–
52,169
£8.91
March 2016, March 2017 and March 2018
122,468
174,107
178,325
–
–
–
–
132,061
–
2,845
3,885
4,333
122,468
87,052
59,439
–
–
89,900
122,771
136,934
£4.549
£6.50
£6.89
£8.91
Fully vested: 2015 last vesting date
May 2014, March 2015 and March 2016
March 2015, March 2016 and March 2017
March 2016, March 2017 and March 2018
Mr Pearce and Mr Bates received conditional BSA awards in March 2015 of 111,089 and 84,337 shares in respect of the allocation made in March 2015
respectively. The 2015 BSA share awards will be converted in full as the performance conditions have been met.
(1) The number of shares subject to the award increases by the number of shares that the Executive Director could have purchased with the value of dividends they would have received on
their award, based on the share price on the ex-dividend date.
(2) On 20 March 2015, Mr Pearce sold sufficient shares to cover tax and national insurance and retained the balance at a price of £9.31 per share, representing a monetary value of vested
shares of £1,104,604. Mr Sukawaty disposed of all the vested shares, representing a monetary value of £2,504,008 at the same price.
(3) Mr Sukawaty, as Non-Executive Chairman, remains entitled to receive the shares when they vest as they were awarded and earned while he was an Executive Director.
INMARSAT PERFORMANCE SHARE AWARDS
Share awards
held at
1 January 2015
Awarded
during
the year
Reinvested
dividends during
the year(1)
Vested
during
the year
Rupert Pearce
Award made in 2012(3)
Award made in 2013(4)
Award made in 2014
Award made in 2015
Tony Bates
Award made in 2014
Award made in 2015
Andrew Sukawaty(2)
Award made in 2012(3)
Award made in 2013(4)
Award made in 2014
135,462
98,435
96,954
–
58,919
–
304,663
201,262
176,207
–
–
–
111,089
–
84,337
–
–
–
17,804
–
–
–
–
–
40,049
–
–
Lapsed
during
the year
69,783
–
–
–
–
–
Share awards
held at
31 December
2015
–
98,435
96,954
111,089
58,919
84,337
Award price
Vesting date
£4.54
£6.87
£6.98
£9.34
May 2015
March 2016
March 2017
March 2018
£7.64
£9.34
March 2017
March 2018
83,483
–
–
–
–
–
187,763
–
–
156,949
–
–
–
201,262
176,207
£4.54
£6.87
£6.98
May 2015
March 2016
March 2017
(1) The number of shares subject to the award increases by the number of shares that the Executive Director could have purchased with the value of dividends they would have received on
their award, based on the share price on the ex-dividend date.
(2) Mr Sukawaty’s outstanding PSA awards (made to him when he was Executive Chairman) will vest to him on a time pro-rata basis on their respective normal vesting dates, subject to
performance and continued employment.
(3) 54.47% of the 2012 PSP vested in 2015.
(4) 50% of the 2013 PSP will vest in March 2016.
APPROVAL
This report was approved by the Board of Directors on 3 March 2016 and signed on its behalf by:
SIMON BAX
Chairman, Remuneration Committee
DIRECTORS’ RESPONSIBILITIES STATEMENT
93
The Directors are responsible for preparing the Annual Report and the financial
statements in accordance with applicable law and regulations.
RESPONSIBILITY STATEMENT
We confirm that to the best of our knowledge:
> the financial statements, prepared in accordance with IFRSs, give a true and
fair view of the assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as
a whole;
> the Strategic Report includes a fair review of the development and
performance of the business and the position of the Company and the
undertakings included in the consolidation taken as a whole, together with a
description of the principal risks and uncertainties that they face; and
> the Annual Report and financial statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary for
shareholders to assess the Company’s performance, business model and
strategy. This statement has been given in accordance with IFRS
accounting standards.
By order of the Board
RUPERT PEARCE
Director
3 March 2016
Company law requires the Directors to prepare financial statements for each
financial year. Under that law the Directors are required to prepare the Group
financial statements in accordance with International Financial Reporting
Standards (IFRSs) as adopted by the European Union and Article 4 of the IAS
Regulation and have also chosen to prepare the Parent Company financial
statements under IFRSs as adopted by the European Union. Under company
law the Directors must not approve the accounts unless they are satisfied that
they give a true and fair view of the state of affairs of the Company and of the
profit or loss of the Company for that period. In preparing these financial
statements, International Accounting Standard 1 requires that Directors:
> properly select and apply accounting policies;
> present information, including accounting policies, in a manner that provides
relevant, reliable, comparable and understandable information;
> provide additional disclosures when compliance with the specific
requirements in IFRSs are insufficient to enable users to understand the
impact of particular transactions, other events and conditions on the
entity’s financial position and financial performance; and
> make an assessment of the Company’s ability to continue as a
going concern.
The Directors are responsible for keeping adequate accounting records that
are sufficient to show and explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the Company and
enable them to ensure that the financial statements comply with the
Companies Act 2006. They are also responsible for safeguarding the assets of
the Company and hence for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the
corporate and financial information included on the Company’s website.
Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT Company financial statements
133 Company balance sheet
134 Consolidated statement of changes in equity
135 Company cash flow statement
Notes to the Company financial statements
136 Note A) Principal accounting policies
136 Note B) Income statement
136 Note C) Financial instruments
136 Note D) Reconciliation of net cash from operations
137 Glossary
139 Additional Information
94 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
FINANCIAL STATEMENTS
95
Independent Auditors’ Report to the Members of Inmarsat plc
Consolidated financial statements
100 Consolidated income statement
100 Consolidated statement of comprehensive income
101 Consolidated balance sheet
102 Consolidated statement of changes in equity
103 Consolidated cash flow statement
Notes to the consolidated financial statements
104 Note 1. General information
104 Note 2. Principal accounting policies
108 Note 3. Financial risk management
109 Note 4. Critical accounting estimates and key judgements
110 Note 5. Segmental information
111 Note 6. Operating profit
111 Note 7. Employee benefit costs
111 Note 8. Key management compensation
112 Note 9. Net financing costs
112 Note 10. Taxation
112 Note 11. Net foreign exchange loss/(gain)
112 Note 12. Dividends
113 Note 13. Property, plant and equipment
114 Note 14. Intangible assets
115 Note 15. Investments
115 Note 16. Cash and cash equivalents
115 Note 17. Trade and other receivables
115 Note 18. Inventories
116 Note 19. Net borrowings
117 Note 20. Trade and other payables
117 Note 21. Provisions
118 Note 22. Current deferred taxation
120 Note 23. Reconciliation of net cash from operations
120 Note 24. Share capital
120 Note 25. Employee share options and awards
122 Note 26. Reserves
123 Note 27. Earnings per share
123 Note 28. Pensions and post-employment benefits
127 Note 29. Operating lease and other commitments
127 Note 30. Capital risk management
128 Note 31. Financial instruments
130 Note 32. Capital commitments
130 Note 33. Disposal
130 Note 34. Contingent liability
130 Note 35. Related party transactions
131 Note 36. Principal subsidiary undertakings
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF INMARSAT PLC
95
OPINION ON THE FINANCIAL STATEMENTS OF INMARSAT PLC
In our opinion:
> the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 31 December 2015 and of the Group’s profit
for the year then ended;
> the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards (IFRS) 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 2006; and
> the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements,
Article 4 of the IAS Regulation.
The financial statements comprise the Group income statement, Group statement of comprehensive income, Group and Parent Company balance sheet, Group
and Parent Company statement of changes in equity, Group and Parent Company cash flow statement and the related notes 1 to 36. The financial reporting
framework that has been applied in their preparation is applicable law and IFRS as adopted by the European Union and, as regards the Parent Company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
GOING CONCERN AND THE DIRECTORS’ ASSESSMENT OF THE PRINCIPAL RISKS THAT WOULD THREATEN THE SOLVENCY OR
LIQUIDITY OF THE GROUP
As required by the Listing Rules we have reviewed the Directors’ statement regarding the appropriateness of the going concern basis of accounting contained
within note 2 to the financial statements and the Directors’ statement on the longer-term viability of the Group contained within the Risk management section of
the Strategic Report on page 51.
We have nothing material to add or draw attention to in relation to:
> the Directors’ confirmation on pages 48 to 51 that they have carried out a robust assessment of the principal risks facing the Group, including those that would
threaten its business model, future performance, solvency or liquidity;
> the disclosures on pages 48 to 51 that describe those risks and explain how they are being managed or mitigated;
> the Directors’ statement in note 2 to the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in
preparing them and their identification of any material uncertainties to the Group’s ability to continue to do so over a period of at least 12 months from the date
of approval of the financial statements; and
> the Director’s explanation on pages 48 to 51 as to how they have assessed the prospects of the Group, over what period they have done so and why they
consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation
and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications
or assumptions.
We agreed with the Directors’ adoption of the going concern basis of accounting and we did not identify any such material uncertainties. However, because not all
future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to continue as a going concern.
INDEPENDENCE
We are required to comply with the Financial Reporting Council’s Ethical Standards for Auditors and we confirm that we are independent of the Group and we have
fulfilled our other ethical responsibilities in accordance with those standards. We also confirm we have not provided any of the prohibited non-audit services
referred to in those standards.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 96 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF INMARSAT PLC
CONTINUED
OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT
The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation of resources in the audit
and directing the efforts of the engagement team.
Risk
Revenue recognition – Accuracy and occurrence
of subscription and usage-based airtime services
Subscription and usage-based airtime revenue is
the largest revenue stream within the business.
This revenue originates from both the I-3 and I-4
constellations sold on a wholesale and retail basis
along with the resale of capacity from other
satellite operators.
A significant risk has been identified in respect of both
the occurrence and accuracy of airtime subscription
and usage-based airtime revenue due to the highly
material nature of this balance and the high volume
of transaction leading to heightened susceptibility
to manipulation.
Revenue recognition – Capacity contracts with
take or pay features
A number of the Group’s satellite capacity contracts
with customers have a ‘take or pay’ feature. The
accounting policy for such agreements is set out in
note 2 of the financial statements. There is a risk that
revenue associated with take or pay arrangements
could be recorded in an incorrect period, leading to
a material error within the financial statements.
This risk is especially pertinent due to the material
nature of these contracts, their non-standard terms,
and the fact that any new contracts entered into may
not necessarily run concurrently with calendar years.
Accounting for the LightSquared Cooperation
Agreement
The Group continues to hold a material balance of
$208.8m deferred revenue in respect of the
LightSquared Cooperation Agreement. The Group’s
accounting policy in respect of this agreement is
summarised in note 4c to the financial statements.
We consider that risks exist in relation to revenue
and cost recognition for the agreement, as the
accounting policy is reliant on management
judgement, and there is a high degree
of uncertainty surrounding the future of the
commercial relationship with LightSquared.
Further, there is a cut-off risk in respect of the
quarterly payments receivable from LightSquared.
As discussed in note 4c to the financial statements,
Inmarsat has accrued for the payment of $17.9m due
on 31 December 2015.
How the scope of our audit responded to the risk
We have tested the design, implementation and operating effectiveness of the key automated and
manual controls relating to subscription and usage-based airtime revenue across the Group’s principal
billing systems.
We have performed substantive analytical procedures to develop an expectation of revenue based upon
usage data and subscription numbers which are the key drivers of each airtime revenue stream. We have
also held meetings with the Vice Presidents of each of the Group’s five market-facing business units to
corroborate the key movements and trends in revenue within the year.
To address the risk relating to occurrence of airtime revenue streams we have reviewed the reconciliation
between the general ledger and the billing systems.
We audited the accuracy of revenue by agreeing a sample of revenue transactions back to the customer
contracts with the distribution partner (wholesale customers) and published tariffs (retail customers).
We have obtained and reviewed the underlying contracts for all material ‘take or pay’ agreements. We have
considered the terms of these contracts to evaluate whether the revenue recognised is in accordance with
IAS 18 and other accounting standards and guidance.
We have corroborated our understanding of the existence of such take or pay agreements through
meeting with senior management both within finance and the market-facing business units to understand
the commercial developments during the financial year.
We have met with senior management throughout the year to corroborate our understanding of the
commercial developments with LightSquared and to understand any potential impact this may have on
accounting for the agreement, as well as any technical developments which may impact the quantum of
future compensation costs that the Group may incur.
We have tested the design and implementation of controls in respect of the recognition of previously
deferred revenue and accounting for the payments received this year from LightSquared.
We have assessed the level of uncertainty regarding the possible form of the cooperation agreement in the
future, and the impact this has on the deferred revenue on the balance sheet.
We have performed substantive testing to confirm the cash received from LightSquared during the year,
and have further considered whether management’s recognition of these amounts on an accruals basis
is appropriate.
97
How the scope of our audit responded to the risk
We have tested the design and implementation of controls in respect of the processes and procedures
which govern the capitalisation of development costs.
We have met the project leaders for the most financially significant capital projects, which account for 78%
of current year capital expenditure, to corroborate the project status, feasibility of completion, and
performance against budget, including investigating any derivations from budget.
Furthermore, we have carried out substantive testing in relation to each element of capitalised costs
including inspecting supporting evidence for a sample of the capitalised costs, understanding the nature of
the costs capitalised and considering whether they are consistent with the originally approved budget.
In relation to borrowing costs we obtained the supporting calculations, verified the inputs to the calculation,
including testing a sample of cash payments, tested the mechanical accuracy of the model, and reviewed the
model to determine whether the borrowing costs for completed projects are no longer being capitalised.
We reviewed management’s project plan and the appropriateness of governance controls around the
identification of data to be moved across during the roll-out of the software, including the testing of
appropriate approvals.
We reviewed the process of initial mapping to ensure the existing system configuration, data mapping,
timelines, periods, and sub-ledger configurations underlying the existing data were understood.
Risk
Accounting for major capital projects
The Group capitalises significant internal labour
costs, external costs and qualifying borrowing
costs in respect of major capital projects, most
notably relating to satellite programmes and
associated infrastructure such as the Global Xpress
programme and European Aviation Network.
There is a risk in respect of valuation and allocation
of assets, that costs which do not meet the criteria
for capitalisation in accordance with IAS 16, IAS 38
and IAS 23 are inappropriately recorded on the
balance sheet rather than expensed or that costs
continue to be held on the balance sheet despite no
longer meeting the relevant capitalisation criteria.
The Group’s policy on the capitalisation of assets is
included in note 2 to the financial statements.
Included in note 13 to the financial statements is
property, plant and equipment with a net book value
of $2,860m, of which $2,164m relates to space
segment assets, and $604m relates to assets in the
course of construction.
Included in note 14 to the financial statements are
intangible assets with a net book value of $772m.
As disclosed in note 9 to the financial statements,
capitalised borrowing costs totalled $35m in the year.
Implementation of a new global ERP
During the year the Group implemented one instance
of their accounting software system in all locations
with the exception of certain parts of the Government
and Enterprise business units. This represents over
91% of the Group’s revenues.
There is a risk that the data that has been migrated to
the new global instance of the accounting software
system was not accurate or complete.
We tested the design and implementation of controls to ensure the data quality and appropriateness,
including whether the data moved across to the new instance of the software had received appropriately
senior reviews and approval.
We performed substantive testing on the data of ledgers and sub-ledgers before and after the
implementation to ensure their completeness and accuracy, including performing reconciliations between
the two systems.
We used system interrogation software called eQSmart to assess and monitor the levels of system security,
implemented authorisations and system enforced segregation of duties in the new global instance of
accounting software.
Last year our report included four other risks which are not included in our report this year:
> change in segmental reporting (this change was completed last year);
> the assessment of the carrying amount of goodwill and intangible assets (our work last year was focused on the re-designation of cash-generating units which
has not occurred this year);
> accounting for the acquisition of Globe Wireless LLC (the acquisition was completed last year); and
> working capital provisions (the policy was new last year and is now well established).
Included for the first time this year, are the following risks:
> implementation of a new global ERP (this occurred during the year);
> revenue recognition – capacity contracts with take or pay features (these contracts can be material in nature and involve management judgement).
The description of risks above should be read in conjunction with the significant issues considered by the Audit Committee discussed on page 69.
These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 98 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
INDEPENDENT AUDITORS’ REPORT
TO THE MEMBERS OF INMARSAT PLC
CONTINUED
OUR APPLICATION OF MATERIALITY
We define materiality as the magnitude of misstatement in the financial
statements that makes it probable that the economic decisions of a reasonably
knowledgeable person would be changed or influenced. We use materiality
both in planning the scope of our audit work and in evaluating the results of
our work.
We determined materiality for the Group to be $12.4m (2014: $11.2m). This was
calculated before 31 December 2015 and was based on 5% of forecast adjusted
profit before tax (2014: 5%), which was in line with actual performance, and
therefore resulted in 5% of actual adjusted profit before tax (2014: 5%), and less
than 1% (2014: less than 1%) of equity. Pre-tax profit has been chosen as the
basis for determining materiality as we determine this to be the most relevant
measure to users of the financial statements. This has been adjusted to remove
the impact of volatility arising from the revenue and costs associated with the
LightSquared Cooperation Agreement (discussed in note 4c to the financial
statements). The basis for determining materiality has not changed since
last year.
We agreed with the Audit Committee that we would report to the Committee all
audit differences in excess of $250,000 (2014: $225,000), as well as
differences below that threshold that, in our view, warranted reporting on
qualitative grounds.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
Our Group audit was scoped by obtaining an understanding of the Group and
its environment, including Group-wide controls, and assessing the risks of
material misstatement at the Group level. Based on that assessment, we
focused our Group audit scope primarily on the audit work at four locations,
being London, United Kingdom; St John’s, Canada; Palm Bay, United States; and
Reston, United States.
Following the Group finance transformation, and the move on to one global
instance of the Group’s accounting software system, we changed our audit
approach to reflect the fact that the composition of components has changed.
With the exception of one specific part of the US Government business, where
we used a component audit team, we performed the Group audit with one
integrated team, led from London. The supervision of the audit team included
the London team visiting the members of the audit team located in St John’s
and Palm Bay.
We determined there to be three components in the Group, being the core
Inmarsat business unit headquartered in London, the US Government retail
business in Reston, USA and a separate element of the Enterprise business in
Sydney, Australia (TC Communications). These two businesses in Reston and
Sydney were determined to be separate components as they had a separate
financial control environment during the year. The core Inmarsat and US
Government components were subject to a full audit scope, whilst limited scope
procedures were performed on TC Communications due to the financial
insignificance of this component.
The components subject to a full scope audit represent the principal business
units and account for 99.7% (2014: 100%) of the Group’s net assets, 99.3%
(2014: 100%) of the Group’s revenue and 99.4% (2014: 100%) of the Group’s
profit before tax. They were also selected to provide an appropriate basis for
undertaking audit work to address the risks of material misstatement identified
above. Our audit work at the three locations was executed at levels of
materiality applicable to each individual entity which were lower than Group
materiality and ranged from $5m to $11.1m (2014: $4.5m to $9.0m).
For the first time the scope of our audit also included consideration of the
Group’s longer-term viability statement, which was prepared in accordance with
the UK Corporate Governance Code. Our conclusions in respect of this work are
set out above.
At the Parent Company level we also tested the consolidation process and
carried out analytical procedures to confirm our conclusion that there were no
significant risks of material misstatement of the aggregated financial
information of the remaining components not subject to audit or audit of
specified account balances.
The Group audit team ensured that a senior member of the Group audit team
visited the US Government component in the current year. For this component
we involved the component audit partner and manager in our team briefing,
discussed their risk assessment and reviewed documentation of the findings
from their work.
OPINION ON OTHER MATTERS PRESCRIBED BY THE
COMPANIES ACT 2006
In our opinion:
> the part of the Directors’ Remuneration report to be audited has been
properly prepared in accordance with the Companies Act 2006; and
> the information given in the Strategic Report and the Report of the Directors
for the financial year for which the financial statements are prepared is
consistent with the financial statements.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT
BY EXCEPTION
ADEQUACY OF EXPLANATIONS RECEIVED AND ACCOUNTING RECORDS
Under the Companies Act 2006 we are required to report to you if, in
our opinion:
> we have not received all the information and explanations we require for our
audit; or
> adequate accounting records have not been kept by the Parent Company,
or returns adequate for our audit have not been received from branches not
visited by us; or
> the Parent Company financial statements are not in agreement with the
accounting records and returns.
We have nothing to report in respect of these matters.
DIRECTORS’ REMUNERATION
Under the Companies Act 2006 we are also required to report if in our opinion
certain disclosures of Directors’ remuneration have not been made or the part
of the Directors’ Remuneration report to be audited is not in agreement with
the accounting records and returns. We have nothing to report arising from
these matters.
99
CORPORATE GOVERNANCE STATEMENT
Under the Listing Rules we are also required to review part of the Corporate
Governance Statement relating to the Company’s compliance with certain
provisions of the UK Corporate Governance Code. We have nothing to report
arising from our review.
OUR DUTY TO READ OTHER INFORMATION IN THE ANNUAL REPORT
Under International Standards on Auditing (UK and Ireland), we are required to
report to you if, in our opinion, information in the Annual Report is:
> materially inconsistent with the information in the audited financial
statements; or
> apparently materially incorrect based on, or materially inconsistent with, our
knowledge of the Group acquired in the course of performing our audit; or
> otherwise misleading.
SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS
An audit involves obtaining evidence about the amounts and disclosures in the
financial statements sufficient to give reasonable assurance that the financial
statements are free from material misstatement, whether caused by fraud or
error. This includes an assessment of: whether the accounting policies are
appropriate to the Group’s and the Parent Company’s circumstances and have
been consistently applied and adequately disclosed; the reasonableness of
significant accounting estimates made by the Directors; and the overall
presentation of the financial statements. In addition, we read all the financial
and non-financial information in the Annual Report to identify material
inconsistencies with the audited financial statements and to identify any
information that is apparently materially incorrect based on, or materially
inconsistent with, the knowledge acquired by us in the course of performing the
audit. If we become aware of any apparent material misstatements or
inconsistencies we consider the implications for our report.
In particular, we are required to consider whether we have identified any
inconsistencies between our knowledge acquired during the audit and the
Directors’ statement that they consider the Annual Report is fair, balanced and
understandable and whether the Annual Report appropriately discloses those
matters that we communicated to the Audit Committee which we consider
should have been disclosed. We confirm that we have not identified any such
inconsistencies or misleading statements.
STEPHEN GRIGGS FCA
Senior Statutory Auditor
for and on behalf of Deloitte LLP
Chartered Accountants and Statutory Auditor
London, United Kingdom
3 March 2016
RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR
As explained more fully in the Directors’ responsibilities statement, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view. Our responsibility is to
audit and express an opinion on the financial statements in accordance with
applicable law and International Standards on Auditing (UK and Ireland). We
also comply with International Standard on Quality Control 1 (UK and Ireland).
Our audit methodology and tools aim to ensure that our quality control
procedures are effective, understood and applied. Our quality controls and
systems include our dedicated professional standards review team and
independent partner reviews.
This Report is made solely to the Company’s members, as a body, in
accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit
work has been undertaken so that we might state to the Company’s members
those matters we are required to state to them in an auditor’s report and for no
other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Company and the Company’s
members as a body, for our audit work, for this Report, or for the opinions we
have formed.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 100 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2015
($ in millions)
Revenues
Employee benefit costs
Network and satellite operations costs
Other operating costs
Own work capitalised
Total net operating costs
EBITDA
Depreciation and amortisation
Gain/(loss) on disposal of assets
Impairment loss
Share of profit of associates
Operating profit
Financing income
Financing cost
Net financing costs
Profit before tax
Taxation charge
Profit for the year
Attributable to:
Equity holders
Non-controlling interest
Earnings per share for profit attributable to the equity holders of the company (expressed in $ per share)
– Basic
– Diluted
Note
7
6
6
15
9
9
9
10
2015
1,274.1
(260.4)
(180.0)
(147.2)
39.5
(548.1)
726.0
(311.2)
9.3
(0.2)
2.5
426.4
1.8
(90.2)
(88.4)
338.0
(56.0)
282.0
2014
1,285.9
(237.3)
(205.7)
(174.1)
32.2
(584.9)
701.0
(291.8)
(1.2)
(1.3)
2.6
409.3
8.1
(75.1)
(67.0)
342.3
(1.2)
341.1
281.4
0.6
340.5
0.6
27
27
0.63
0.62
0.76
0.69
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2015
($ in millions)
Profit for the year
Other comprehensive income/(loss)
Items that may be reclassified subsequently to the income statement:
Gain on measurement of available-for-sale financial asset
Transfer to income statement on disposal of available-for-sale financial asset
Foreign exchange translation differences
Net gain/(loss) on cash flow hedges
Tax credited directly to equity
Items that will not be reclassified subsequently to the income statement:
Remeasurement of the defined benefit asset and post-employment benefits
Tax charged directly to equity
Other comprehensive loss, net of tax
Total comprehensive income, net of tax
Attributable to:
Equity holders
Non-controlling interest
Note
2015
282.0
2014
341.1
26
10
28
10
–
(9.4)
(0.7)
2.9
1.0
3.0
(0.6)
(3.8)
278.2
277.6
0.6
9.4
–
(0.6)
(12.7)
1.1
3.4
(0.6)
–
341.1
340.5
0.6
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 2015
($ in millions)
Assets
Non-current assets
Property, plant and equipment
Intangible assets
Investments
Other receivables
Deferred tax assets
Current assets
Cash and cash equivalents
Trade and other receivables
Inventories
Current tax assets
Derivative financial instruments
Restricted cash
Assets held for sale
Total assets
Liabilities
Current liabilities
Borrowings
Trade and other payables
Provisions
Current tax liabilities
Derivative financial instruments
Non-current liabilities
Borrowings
Other payables
Provisions
Deferred tax liabilities
Total liabilities
Net assets
Shareholders’ equity
Ordinary shares
Share premium
Equity reserve
Other reserves
Retained earnings
Equity attributable to shareholders
Non-controlling interest
Total equity
101
Note
2015
2014
13
14
15
17
22
16
17
18
22
31
16
33
19
20
21
22
31
19
20
21
22
24
2,860.2
772.0
12.1
23.4
44.6
3,712.3
177.3
324.7
25.0
3.8
–
3.0
–
533.8
4,246.1
129.4
464.9
1.8
123.2
0.3
719.6
2,033.7
42.9
2.5
197.5
2,276.6
2,996.2
1,249.9
0.3
687.6
56.9
71.8
432.7
1,249.3
0.6
1,249.9
2,649.4
799.6
10.8
24.4
26.7
3,510.9
204.4
305.4
28.4
8.5
1.4
–
32.9
581.0
4,091.9
118.1
474.9
3.4
81.3
5.0
682.7
1,987.0
45.6
7.2
186.3
2,226.1
2,908.8
1,183.1
0.3
687.6
56.9
66.7
371.1
1,182.6
0.5
1,183.1
The consolidated financial statements of the Group on pages 100 to 132 were approved by the Board of Directors on 3 March 2016 and were signed on its behalf by:
RUPERT PEARCE
Chief Executive Officer
TONY BATES
Chief Financial Officer
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
102 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2015
($ in millions)
Balance at
1 January 2014
Share options charge
Issue of share capital
Dividends paid
Transfer to liabilities
directly associated with
assets held for sale
Comprehensive income:
Profit for the year
Other comprehensive
loss – before tax
Other comprehensive
loss – tax
Balance at
31 December 2014
Share options charge
Dividends paid
Comprehensive income:
Profit for the year
Other comprehensive
loss – before tax
Other comprehensive
loss – tax
Balance at
31 December 2015
Ordinary
share
capital
Share
premium
account
Share
option
reserve
Cash flow
hedge
reserve(1)
Revaluation
reserve
Currency
reserve
Other
reserve(2)
Retained
earnings
Equity
reserve
56.9
–
–
–
–
–
–
–
687.4
–
0.2
–
–
–
–
–
61.5
1.0
–
–
–
–
–
–
687.6
–
–
56.9
–
–
62.5
11.3
–
–
–
–
–
–
–
–
–
–
0.3
–
–
–
–
–
–
–
0.3
–
–
–
–
–
Non-
controlling
interest
0.3
–
–
(0.3)
Total
1,047.8
7.2
0.2
(213.1)
(8.0)
5.6
–
–
240.0
0.6
–
(212.8)
–
–
–
–
(2.4)
–
–
–
–
–
–
(0.1)
(0.1)
340.5
0.6
341.1
3.4
(0.6)
371.1
1.9
(224.1)
–
–
(0.5)
0.5
0.5
(0.5)
1,183.1
13.2
(224.6)
281.4
0.6
282.0
3.0
(0.6)
–
–
(4.2)
0.4
8.6
–
–
–
–
–
(12.7)
2.5
(1.6)
–
–
–
2.9
(0.4)
0.6
–
–
–
–
–
9.4
(1.4)
8.6
–
–
–
0.2
–
–
–
–
–
(0.6)
–
(0.4)
–
–
–
(9.4)
(0.7)
–
1.4
0.6
0.3
687.6
56.9
73.8
0.9
(1.1)
(2.4)
432.7
0.6
1,249.9
(1) Note 26.
(2) The ‘other reserve’ relates to ordinary shares held by the employee share trust.
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2015
($ in millions)
Cash flow from operating activities
Cash generated from operations
Interest received
Tax paid
Net cash from operating activities
Cash flow from investing activities
Purchase of property, plant and equipment
Additions to capitalised development costs and other intangibles
Own work capitalised
Acquisition of subsidiaries and other investments
Proceeds on disposal of assets
Net cash used in investing activities
Cash flow from financing activities
Dividends paid
Repayment of EIB Facility
Drawdown of Ex-Im Bank Facilities
Repayment of Ex-Im Bank Facilities
Redemption of Senior Notes due 2017
Gross issuance proceeds of Senior Notes due 2022
Interest paid
Arrangement costs of financing
Net proceeds from the issue of ordinary shares
Other financing activities
Net cash used in financing activities
Foreign exchange adjustment
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents
At the beginning of the year
Net (decrease)/increase in cash and cash equivalents
At the end of the year
Comprising:
Cash at bank and in hand
Short-term deposits with original maturity of less than three months
Bank overdrafts
Cash and cash equivalents at the end of the year
103
Note
2015
2014
23
33
19
19
19
16
16
19
717.0
1.4
(12.9)
705.5
(433.5)
(20.8)
(39.3)
–
32.9
(460.7)
(223.7)
(44.0)
136.7
(59.5)
–
–
(79.5)
(6.9)
–
1.7
(275.2)
0.7
(29.7)
204.4
(29.7)
174.7
53.6
123.7
(2.6)
174.7
653.4
0.9
(9.5)
644.8
(345.9)
(29.0)
(30.8)
(46.2)
27.5
(424.4)
(212.6)
(44.1)
106.9
(13.4)
(882.8)
991.9
(89.0)
(13.8)
0.2
0.3
(156.4)
(0.4)
63.6
140.8
63.6
204.4
40.7
163.7
–
204.4
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 104 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. GENERAL INFORMATION
Inmarsat plc (the ‘Company’ or, together with its subsidiaries, the ‘Group’) is a
company incorporated in the United Kingdom and domiciled in England and
Wales. The address of its registered office is 99 City Road, London EC1Y 1AX,
United Kingdom.
2. PRINCIPAL ACCOUNTING POLICIES
The principal accounting policies adopted in the preparation of these financial
statements are set out below. These policies have been applied consistently to
all the years presented unless otherwise stated.
BASIS OF PREPARATION
These financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRS) as adopted by the
European Union, the Companies Act 2006 and Article 4 of the EU IAS
Regulation. The financial statements have been prepared under the historical
cost convention except for certain financial instruments that have been
measured at fair value, as described later in these accounting policies.
GOING CONCERN
The Group has a robust and resilient business model, strong free cash flow
generation and is compliant with all banking covenants. Because of this and the
relatively stable overall economic climate, the Directors believe that the Group
is well-placed to manage its business risks successfully. After considering
current financial projections and facilities available and after making enquiries,
the Directors have a reasonable expectation that the Group and the Company
have adequate resources to continue in operational existence for the
foreseeable future. Accordingly, Inmarsat plc continues to adopt the going
concern basis in preparing the consolidated financial statements.
Further discussion of the Group’s business activities, together with factors likely
to affect its future development, performance and position are set out in the
Strategic Report which encompasses the Chairman’s review, the Chief
Executive’s review, the Financial review and the viability statement on
pages 1 to 51.
BASIS OF ACCOUNTING
The consolidated financial statements are presented in US Dollars, the
functional currency of the Company and most of the Group’s subsidiaries.
The preparation of the consolidated financial statements in conformity with
IFRS requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the balance sheet date and the reported amounts of revenue
and expenses during the year. Although these estimates are based on
management’s best estimate of the amount, event or actions, the actual
results ultimately may differ from these estimates. Further discussion on these
estimates and assumptions are disclosed in note 4.
ACCOUNTING POLICY CHANGES
New and amended accounting standards adopted by the Group
There are no new IFRS or IFRIC Interpretations that are effective for this
financial year that have had a material impact on the Group.
New and amended accounting standards that have been issued but are
not yet effective and have not been early adopted
IFRS 15 ‘Revenue from contracts with customers’ will be effective for periods
beginning on or after 1 January 2018, subject to endorsement by the EU.
The standard sets out the requirements for recognising revenue form
contracts with customers, and will supersede the current revenue recognition
guidance including IAS 18 ‘Revenue’, IAS 11 ‘Construction Contracts’ and the
related interpretations.
IFRS 15 will require the Group to apportion revenue earned from contracts to
each deliverable that qualifies as a ‘performance obligation’. The transaction
price receivable from customers must be allocated to each performance
obligation on a relative stand-alone selling price basis, based on a five-step
model. The Group is currently assessing the impact of this standard on the
financial statements.
IFRS 16 ‘Leases’ will be effective for periods beginning on or after 1 January
2019, subject to endorsement by the EU. The standard sets out requirements
for recognising assets and liabilities in respect of leases, and will supersede the
existing accounting guidance in IAS 17 ‘Leases’ and the related interpretations.
IFRS 16 will require the Group, where it is the lessee, to recognise assets and
liabilities for most leases, however there is little change to IAS 17 where the
Group is the lessor. The Group is currently assessing the impact of this standard
on the financial statements.
IFRS 9 ‘Financial Instruments’ will be effective for periods beginning on or after
1 January 2018, subject to endorsement by the EU. The standard will impact the
classification and measurement of financial instruments and will supersede IAS
39 ‘Financial Instruments: Recognition and Measurement’. While the Group has
not finalised its assessment of this standard, it does not expect the changes to
have a material impact on the financial statements.
There are no other IFRS or IFRIC Interpretations that are not yet effective that
would be expected to have a material impact on the Group.
BASIS OF CONSOLIDATION
The consolidated financial statements include the financial statements of the
Company and all its subsidiaries, and incorporate the share of the results of
associates using the equity method of accounting.
The results of subsidiary undertakings established or acquired during the
period are included in the consolidated income statement from the date of
establishment or acquisition of control. The results of subsidiary undertakings
disposed of during the period are included until the date of disposal. Where
necessary, adjustments are made to the financial statements of subsidiaries to
bring the accounting policies used into line with those used by the Group. All
transactions, balances, income and expenses with and between subsidiary
undertakings have been eliminated on consolidation.
Non-controlling interests in the net assets of consolidated subsidiaries which
consist of the amounts of those interests at the date of the original business
combination and the non-controlling interests’ share of changes in equity
since the date of the combination, are not material to the Group’s
financial statements.
BUSINESS COMBINATIONS
Business combinations are accounted for using the acquisition method.
When the Group acquires a business, it identifies the assets and liabilities of
the acquiree at the date of acquisition and measures them at fair value. Only
separately identifiable intangible assets are recognised. Any assets or disposal
groups held for sale at the acquisition date are measured at fair value less costs
to sell.
Consideration is the fair value at the acquisition date of the assets transferred
and liabilities incurred in acquiring the business and includes the fair value of
any contingent consideration. Changes in fair value of contingent
consideration after the acquisition date are recognised in the income
statement. Acquisition-related costs are expensed as incurred and included in
operating costs.
Goodwill is initially measured at cost as the difference between the fair value of
the consideration for the acquisition and fair value of the net identifiable assets
acquired, including any intangible assets other than goodwill. If the assessment
of goodwill results in an excess of the fair value of net assets acquired over the
aggregate consideration transferred, then the gain is recognised in the income
statement. After initial recognition, goodwill is measured at cost less any
accumulated impairment losses. For the purpose of impairment testing,
goodwill is allocated to each of the Group’s cash-generating units (CGUs) that
are expected to benefit from the business combination, irrespective of whether
other assets or liabilities of the acquiree are assigned to those units.
105
FOREIGN CURRENCY TRANSLATION
The functional currency of the Company and most of the Group’s subsidiaries
and the presentation currency of the Group is US Dollar, as the majority of
operational transactions are denominated in US Dollars.
The hedged rate between US Dollar and Pound Sterling for 2015 for the Group’s
Sterling operating expenditures was US$1.59/£1.00 (2014: US$1.54/£1.00).
Foreign currency transactions are translated into the functional currency using
the exchange rates prevailing at the date of the transaction. Foreign exchange
gains and losses resulting from the settlement of transactions and the
translation of monetary assets and liabilities denominated in foreign currencies
at period end exchange rates are recognised in the income statement line
which most appropriately reflects the nature of the item or transactions.
REVENUE
Mobile satellite communications services revenue results from utilisation
charges that are recognised as revenue in the period during which the
services are provided. Deferred income attributable to mobile satellite
communications services or subscription fees represents the unearned
balances remaining from amounts received from customers pursuant to
prepaid contracts. Revenue from the sale of prepaid credit is deferred until
such time as the customer uses the airtime, or the credit expires. The Group
also enters into minimum spend contracts with customers, known as
‘take-or-pay’ contracts, whereby customers agree to purchase a minimum
amount of mobile satellite communications services over a fixed period.
Any unused portion of the prepaid contracts or the take-or-pay contracts
(‘breakage’) is recognised in revenue in line with service provision when
reasonable assurance as to the breakage amount exists, or otherwise when
the contract expires. Mobile satellite communications services lease
revenues are recorded on a straight-line basis over the term of the contract
concerned, which is typically between one and 12 months, unless another
systematic basis is deemed more appropriate.
Revenue also includes income from spectrum coordination agreements,
services contracts, other communications services and income from the sale
of terminals and other communication equipment. Revenue from spectrum
coordination agreements is recognised using the percentage of completion or
straight-line approach depending on the underlying terms of the agreement.
Revenue from service contracts is recognised as the service is provided.
Sales of terminals and other communication equipment are recognised when
the risks and rewards of ownership are transferred to the purchaser.
The Group offers certain products and services as part of multiple deliverable
arrangements. Multi-deliverable arrangements are divided into separate units
of accounting provided: 1) the deliverable has a stand-alone value to the
customer if it is sold separately, and 2) the fair value of the item can be
objectively and reliably determined. Consideration for these items is measured
and allocated to each separate unit based on their relative fair values and the
relevant revenue recognition policies are applied to them.
FINANCING INCOME AND FINANCING COST
Financing income comprises interest receivable on funds invested and the net
interest on the net defined benefit asset and post-employment liability.
Financing costs comprise interest payable on borrowings including the Senior
Notes and Convertible Bonds, accretion of the liability component of the
Convertible Bonds, amortisation of deferred financing costs and the unwind of
the discount on deferred satellite liabilities.
FINANCIAL ASSETS
Trade and other receivables
Trade and other receivables, including prepaid and accrued income, are initially
recorded at fair value and subsequently measured at amortised cost using the
effective interest method, subject to reduction for allowances for estimated
uncollectable amounts.
Cash and cash equivalents
Cash and cash equivalent, measured at fair value, comprises cash balances,
deposits held on call with banks, and other short-term, highly liquid investments
with maturities of three months or less. Bank overdrafts are shown as current
liabilities within borrowings on the balance sheet.
FINANCIAL LIABILITIES AND EQUITY
Equity instruments
An equity instrument is any contract that evidences a residual interest in the
assets of the Group after deducting all of its liabilities. Equity instruments issued
by the Group are recorded at the proceeds received, net of direct issue cost.
Trade and other payables
Trade and other payables are recorded initially at fair value and subsequently
measured at amortised cost using the effective interest method.
Borrowings
Borrowings, comprising interest-bearing bank loans, compound instruments
such as convertible bonds and overdrafts, are initially recorded at fair value
which equates to the proceeds received, net of direct transaction and
arrangement costs. They are subsequently held at amortised cost. Finance
charges related to borrowings, including premiums payable on settlement or
redemption and direct issue costs, are accounted for using the effective
interest method and are added to the carrying value of the instrument.
Amortisation of direct transaction costs is charged to the income statement
over the term of the borrowing.
The Group holds convertible bonds which comprise both a liability and an
equity component. They are accounted for and presented separately using
split accounting according to the substance of the contractual arrangement.
The equity component is assigned the residual amount after deducting from
the fair value of the instrument as a whole, the amount separately determined
for the liability component. The equity component remains unchanged
throughout the life of the option once its value is determined at issuance.
The liability component is initially recognised at the present value of the capital
and interest payments using a discount rate for a similar instrument with the
same terms and conditions but without the convertibility option. After initial
recognition, it is recognised at amortised cost using the effective interest
method with an interest expense recognised in the income statement and a
cash outflow resulting from coupon payments to bond holders. The split
between the equity and liability components is made at issuance and not
revalued for subsequent changes in market interest rates, share prices, or other
event that changes the likelihood that the conversion option will be exercised.
Borrowings are classified as current liabilities unless the Group has the
unconditional right to defer settlement of the liability for at least 12 months
after the balance sheet date.
Derivative financial instruments
The Group may use derivative financial instruments to manage its exposure to
fluctuations in foreign exchange rates and interest rates. In accordance with its
treasury policy, the Group does not hold or issue derivative financial
instruments for trading or speculative purposes.
Derivatives are initially recognised and measured at fair value on the date the
derivative contract is entered into and subsequently measured at fair value.
The gain or loss on remeasurement is recognised in the income statement
except where the derivative is designated as a cash flow hedging instrument.
Changes in the fair value of derivative financial instruments that are designated
and effective as hedges of future cash flows are recognised directly in equity.
The gain or loss relating to any ineffective portion is recognised immediately in
the income statement. Amounts deferred in equity are recognised in the
income statement in the same period in which the hedged item affects profit or
loss. Changes in the fair value of any derivative instruments that are not hedge
accounted are recognised immediately in the income statement.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 106 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
2. PRINCIPAL ACCOUNTING POLICIES continued
Cash flow hedges
The effective portion of the gain or loss on the hedging instrument is recognised
in other comprehensive income in the cash flow hedge reserve, while any
ineffective portion is recognised immediately in the income statement.
The Group uses forward currency contracts as hedges of its exposure to foreign
currency risk in forecast transactions and firm commitments. The ineffective
portion is recognised in finance costs.
Amounts recognised as other comprehensive income are transferred to profit
or loss when the hedged transaction affects profit or loss, such as when the
hedged financial income or financial expense is recognised or when a forecast
sale occurs. When the hedged item is the cost of a non-financial asset or
non-financial liability, the amounts recognised as other comprehensive
income are transferred to the initial carrying amount of the non-financial
asset or liability.
EMPLOYEE BENEFITS
Wages, salaries, social security contributions, accumulating annual leave,
bonuses and non-monetary benefits are accrued in the year in which the
associated services are performed by the employees of the Group.
Termination benefits are payable whenever an employee’s employment is
terminated before the normal retirement date or whenever an employee
accepts voluntary redundancy in exchange for these benefits. The Group
recognises termination benefits when it has demonstrably committed to either
terminate the employment of current employees or to provide termination
benefits, as a result of an offer made to encourage voluntary redundancy.
The Group recognises liabilities relating to defined benefit pension plans and
post-employment benefits in respect of employees. The Group’s net
obligations in respect of defined benefit pension plans and post-employment
benefits are calculated separately for each plan by estimating the amount of
future benefit that employees have earned in return for their service in the
current and prior periods; that benefit is discounted to determine its present
value, and the fair value of any plan assets is deducted. The calculations are
performed by qualified actuaries using the projected unit credit method.
All actuarial gains and losses that arise in calculating the present value of the
defined benefit obligation and the fair value of plan assets are immediately
recognised in the statement of comprehensive income.
The Group also operates a number of defined contribution pension schemes.
Pension costs for the defined contribution schemes are charged to the income
statement when the related employee service is rendered.
The Group issues equity-settled share options and awards to employees.
Equity-settled share option awards are measured at fair value at the date of the
grant. The fair value determined at the grant date is expensed on a straight-line
basis over the vesting period, based on the Group’s estimate of shares that
will eventually vest and adjusted for the effect of non-market-based
vesting conditions.
CURRENT TAX
The tax currently payable is based on taxable profit for the year. Taxable profit
differs from net profit as reported in the income statement because it excludes
items of income or expense that are taxable or deductible in other years and it
further excludes items that are never taxable or deductible. The Group’s liability
for current tax is calculated using tax rates that have been enacted or
substantively enacted by the balance sheet date.
DEFERRED INCOME TAX
Deferred income tax is provided, using the liability method, on temporary
differences arising between the tax bases of assets and liabilities and their
carrying amounts in the consolidated financial statements. However, if the
deferred income tax arises from initial recognition of an asset or liability in a
transaction other than a business combination that at the time of the
transaction affects neither accounting nor taxable profit or loss, it is not
accounted for. Deferred income tax is determined using tax rates (and laws)
that have been enacted or substantively enacted by the balance sheet date
and are expected to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable that
future taxable profits will be available against which the temporary deductible
differences or tax loss carry forwards can be utilised.
Deferred income tax is provided on temporary differences arising on
investments in subsidiaries and associates, except where the timing of the
reversal of the temporary difference is controlled by the Group and it is
probable that the temporary difference will not reverse in the
foreseeable future.
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 and the Group
intends to settle its current tax assets and liabilities on a net basis.
RESEARCH AND DEVELOPMENT COSTS
Research expenditure is expensed when incurred. Development expenditure is
expensed when incurred unless it meets criteria for capitalisation. Development
costs are only capitalised once the technical feasibility and commercial
viability of a business case has been demonstrated and they can be measured
reliably. Capitalised development costs are amortised on a straight-line basis
over the period of expected future benefit. Amortisation is recorded in the
income statement.
PROPERTY, PLANT AND EQUIPMENT
Space segment assets
Space segment assets comprise satellite construction, launch and other
associated costs, including ground infrastructure. Expenditure charged to
space segment projects includes invoiced progress payments, amounts
accrued appropriate to the stage of completion of contract milestones,
external consultancy costs and direct internal costs. Internal costs, comprising
primarily staff costs, are only capitalised when they are directly attributable to
the construction of an asset. Progress payments are determined on milestones
achieved to date together with agreed cost escalation indices. Deferred
satellite payments represent the net present value of future payments
dependent on the future performance of each satellite and are recognised in
space segment assets when the satellite becomes operational. The associated
liability is stated at its net present value and included within borrowings. These
space segment assets are depreciated over the life of the satellites from the
date they become operational and are placed into service.
Assets in the course of construction
These assets will be transferred to space segment assets and depreciated over
the life of the satellites or services once they become operational and placed
into service. No depreciation has yet been charged on these assets.
Capitalised borrowing costs
The Group incurs borrowing costs directly attributable to the acquisition,
construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale and capitalises these
borrowing costs as part of the cost of the asset. Capitalisation commences
when the Group begins to incur the borrowing costs and related expenditures
for the asset, and when it undertakes the activities that are necessary to
prepare the asset for its intended use or sale. Capitalisation of borrowing costs
lease when substantially all of the activities necessary to prepare the asset for
its intended use or sale are complete.
Other fixed assets
Other fixed assets are stated at historical cost less accumulated depreciation.
107
Depreciation
Depreciation is calculated to write-off the historical cost less residual values,
if any, of fixed assets, except land, on a straight-line basis over the expected
useful lives of the assets concerned. The Group selects its depreciation rates
and residual values carefully and reviews them annually to take account of any
changes in circumstances. When setting useful economic lives, the principal
factors the Group takes into account are the expected rate of technological
developments, expected market requirements for the equipment and the
intensity at which the assets are expected to be used.
Derecognition
A fixed asset is derecognised upon disposal or when no future economic benefit
is expected from its use or disposal. Any gain or loss arising on derecognition of
the asset, calculated as the difference between the net disposal proceeds and
the carrying amount of the asset, is included in the income statement.
GOVERNMENT GRANTS
Government grants are recognised where there is reasonable assurance that
the grant will be received and all attached conditions will be complied with.
When the grant relates to an expense item, it is recognised as income on a
systematic basis over the periods that the related costs are expensed. When
the grant relates to an asset, it is deducted from the cost of the relevant asset
to arrive at the carrying amount. The grant is therefore recognised as income
over the life of the asset by way of a reduced depreciation charge.
INTANGIBLE ASSETS
Intangible assets comprise goodwill, patents, trademarks, software, terminal
development and network access costs, spectrum rights, orbital slots and
licences, customer relationships and intellectual property.
In respect of assets other than goodwill, an impairment loss is reversed if there
has been a change in the estimates used to determine the recoverable amount.
An impairment loss is reversed only to the extent that the asset’s carrying
amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment loss had
been recognised. Impairment losses in respect of goodwill are not reversed.
LEASES
Leases where a significant portion of the risks and rewards of ownership are
retained by the lessor are classified as operating leases by the lessee. Rentals
receivables under operating leases and income generated from terminal leases
are recognised in the income statement on a straight-line basis over the term
of the lease. Rentals payable under operating leases are charged to the income
statement on a straight-line basis over the term of the lease.
NON-CURRENT ASSETS AND DISPOSAL GROUPS HELD FOR SALE
When the carrying value of non-current assets and disposal groups will be
recovered through a sale transaction rather than through continuing usage,
they are classified as held for sale. This condition is regarded as met only when
the sale is highly probable and the disposal group is available for immediate
sale in its present condition. Assets held for sale are stated at the lower of their
carrying amount and fair value less costs to sell.
Disposal groups are groups of assets and liabilities to be disposed of together
as a group in a single transaction. They are recognised as held for sale at the
reporting date and are separately disclosed as current assets and liabilities on
the balance sheet. Any amortisation or depreciation ceases when an asset is
classified as held for sale. Measurement differences arising between the
carrying amount and fair value less cost of disposal are treated as impairment
charges and separately disclosed.
Intangible assets acquired separately are measured on initial recognition at
cost. The cost of intangible assets acquired in a business combination is the fair
value at the date of acquisition. After initial recognition, intangible assets are
carried at cost less any accumulated amortisation and accumulated
impairment losses.
Available-for-sale financial assets classified as held for sale are remeasured to
fair value with the resulting gains or losses recorded through the revaluation
reserve. These amounts are subsequently reclassified to profit or loss at the
time of sale.
Internally generated intangibles, excluding capitalised development costs, are
not capitalised and the related expenditure is recognised in profit or loss in the
period in which the expenditure is incurred.
Development costs directly relating to the development of new services are
capitalised as intangible assets once a business case has been demonstrated
as to technical feasibility and commercial viability.
Intangible assets with a finite useful life are amortised on a straight-line basis
over the life of the asset and the amortisation period and method are reviewed
each financial year. Intangible assets with an indefinite useful life are reviewed
annually for impairment.
INVENTORIES
Inventories are stated at the lower of cost (determined by the weighted average
cost method) and net realisable value. Allowances for obsolescence are
recognised in other operating costs when there is objective evidence that
inventory is obsolete.
PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or
constructive) as a result of a past event. It is probable that an outflow of
economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation. The expense relating to
a provision is presented in the income statement.
IMPAIRMENT REVIEWS
All assets that are subject to depreciation or amortisation are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Goodwill is not amortised but is
tested annually for impairment at 31 December each year. Indicators of
impairment may include changes in technology and business performance.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable and independent cash flows,
these are known as cash-generating units. An impairment loss is recognised in
the income statement whenever the carrying amount of an asset exceeds its
recoverable amount.
Asset retirement obligations
The fair value of legal obligations associated with the retirement of tangible
property, plant and equipment is recognised in the financial statements in the
period in which the liability is incurred. Upon initial recognition of a liability for
an asset retirement obligation, a corresponding asset retirement cost is added
to the carrying amount of the related asset, which is subsequently amortised to
income over the remaining useful life of the asset. Following the initial
recognition of an asset retirement obligation, the carrying amount of the
liability is increased for the passage of time by applying an interest method of
allocation to the liability with a corresponding accretion cost reflected in
operating expenses.
The recoverable amount is the higher of an asset’s fair value less costs of
disposal and value in use. In assessing value in use, estimated future cash flows
are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to
the asset.
Revisions to either the timing or the amount of the original estimate of
undiscounted cash flows are recognised each period as an adjustment to the
carrying amount of the asset retirement obligation.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 108 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
3. FINANCIAL RISK MANAGEMENT
FINANCIAL RISK FACTORS
The Group’s operations and significant debt financing expose it to a variety of
financial risks that include the effects of changes in debt market prices, foreign
currency exchange rates, credit risks, liquidity risks and interest rates. The
Group has in place a risk management programme that seeks to limit adverse
effects on the financial performance of the Group by using forward exchange
contracts to limit exposure to foreign currency risk and to limit the impact of
fluctuating interest rates by minimising the amount of floating rate long-
term borrowings.
The Board of Directors has delegated to a subcommittee, the Treasury Review
Committee, the responsibility for setting the financial risk management policies
applied by the Group. The policies are implemented by the treasury
department which receives regular reports from the operating companies to
enable prompt identification of financial risks so that appropriate actions may
be taken. The treasury department has a policy and procedures manual that
sets out specific guidelines for managing foreign exchange risk, interest rate
risk and credit risk (see note 31). The Group does not hold or issue derivative
financial instruments for speculative or trading purposes.
(A) MARKET RISK
(i) Foreign exchange risk
The functional currency of Inmarsat plc is the US Dollar. The vast majority of
the Group’s long-term borrowings are denominated in US Dollars, the majority
of its revenue is earned in US Dollars and the majority of capital expenditure is
denominated in US Dollars, which are therefore not subject to risks associated
with fluctuating foreign currency rates of exchange. However, approximately
22% (2014: 24%) of the Group’s operating costs are denominated in Pounds
Sterling. The Group operates internationally, resulting in approximately 2% and
43% of revenue and expenditure, respectively, being denominated in currencies
other than the US Dollar. The Group’s exposures therefore need to be carefully
managed to avoid variability in future cash flows and earnings caused by
volatile foreign exchange rates.
As at 31 December 2015 it is estimated that:
> a hypothetical 1% inflation of the hedged US Dollar/Sterling exchange rate
(US$1.47/£1.00 to US$1.49/£1.00) would have increased the 2015 profit
before tax by approximately $0.1m (2014: $1.1m);
> a hypothetical 1% deflation in the US Dollar/Sterling and a 1% deflation in the
US Dollar/Euro foreign currency spot rates at 31 December 2015 would have
decreased equity by $0.1m and $nil, respectively (2014: $1.0m and $0.1m,
respectively), primarily as a result of the changes in fair value of derivative
instruments designated as cash flow hedges.
Management believes that a 1% sensitivity rate provides a reasonable basis
upon which to assess expected changes in foreign exchange rates.
(ii) Price risk
The Group is not exposed to significant equity securities price risk or
commodity price risk.
(B) INTEREST RATE RISK
Given the Group has no significant interest-bearing assets (except cash and
cash equivalents and non-current other receivables), income and operating
cash flows are substantially independent of changes in market interest rates.
Interest rate risk arises from long-term borrowings. Borrowings issued at
variable rates expose the Group to cash flow interest rate risk. The EIB Facility is
at a variable rate whilst the Senior Notes due 2022, the Convertible Bonds and
the Ex-Im Bank Facilities are at fixed rates.
As at 31 December 2015, if interest rates on net borrowings changed by 1%, with
all other variables held constant, the Group’s profit after tax for the year would
have been impacted by $0.9m (2014: $0.3m). This is primarily due to the
Group’s exposure to movements on interest rates on its variable rate
borrowings and cash and cash equivalents. The sensitivity analysis has been
determined based on the exposure to interest rates for both derivatives and
non-derivative instruments at the balance sheet date. For floating rate
liabilities, the analysis is prepared assuming the liability outstanding at each
balance sheet date was outstanding for the whole year. Management believes
that a 1% sensitivity rate provides a reasonable basis upon which to assess
expected changes in interest rates.
(C) CREDIT RISK
Credit risk refers to the risk that a counterparty will default on its contractual
obligations resulting in financial loss to the Group. Financial instruments that
potentially subject the Group to a concentration of credit risk consist of cash
and cash equivalents, short-term deposits, trade receivables, other
receivables, accrued income and derivative financial instruments. The credit
risk on liquid funds (cash and cash equivalents and short-term deposits) and
derivative financial instruments is limited because the counterparties are highly
rated financial institutions.
The maximum exposure to credit risk as at 31 December is:
($ in millions)
Cash and cash equivalents
Trade receivables, other receivables
and accrued income
Derivative financial instruments
Total credit risk
Note
16
31
31
2015
177.3
310.8
–
488.1
2014
204.4
242.1
1.4
447.9
The Group’s average age of trade receivables as at 31 December 2015
(excluding the impact of LightSquared) was approximately 61 days (as at
31 December 2014: 66 days). At 31 December 2015, $156.2m (2014: $174.5m)
of trade receivables were not yet due for payment. No interest is charged on
trade receivables until the receivables become overdue for payment.
Thereafter, interest may be charged at varying rates depending on the terms of
the individual agreements.
The Group has credit evaluation, approval and monitoring processes intended
to mitigate potential credit risks, and utilises both internal and third-party
collection processes for overdue accounts. The Group maintains provisions for
potential credit losses that are assessed on an ongoing basis. The provision for
uncollectible trade receivables has decreased to $16.1m as at 31 December
2015 (2014: $18.4m).
For 2015, one (2014: one) distribution partner comprised approximately
11.4% (2014: 12.2%) of the Group’s total revenues. This same customer
comprised 16.4% (2014: 20.3%) of the Group’s trade receivables balance as at
31 December 2014. No other customer accounted for 10% or more of the
Group’s revenue for 2015 or 2014, or for 10% of the Group’s accounts
receivable as at 31 December 2015 or 31 December 2014.
The ageing profile of past due but not impaired trade receivables is:
($ in millions)
Between 1 and 30 days overdue
Between 31 and 120 days overdue
Over 120 days overdue
As at 31 December
2015
30.2
9.0
1.4
40.6
2014
40.2
16.4
0.2
56.8
(D) LIQUIDITY RISK
The Group is exposed to liquidity risk with respect to its contractual obligations
and financial liabilities. Prudent liquidity risk management implies maintaining
sufficient cash and short-term deposits and the availability of funding through
an adequate amount of committed credit facilities.
The Group manages liquidity risk by continuously monitoring forecast and
actual cash flows and matching the maturity profiles of financial assets
and liabilities.
109
The available liquidity of the Group as at 31 December is:
($ in millions)
Cash and cash equivalents
Available but undrawn borrowing
facilities(1)
Total available liquidity
Note
16
19
2015
177.3
578.9
756.2
2014
204.4
990.3
1,194.7
(1) Relates to the Senior Credit Facility and Ex-Im Bank Facilities (see note 19).
The Directors believe the Group’s liquidity position is more than sufficient to
meet its needs for the foreseeable future.
4. CRITICAL ACCOUNTING ESTIMATES AND KEY JUDGEMENTS
The preparation of the consolidated financial statements requires
management to make certain estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the balance sheet dates and the reported amounts of revenue
and expenses during the reported period. Actual results could differ from those
estimates. The more significant estimates are discussed below:
(A) IMPAIRMENT REVIEW
Impairment reviews of goodwill are performed at the level of the Group’s
cash-generating units (CGUs). For the Group, these are considered to be the
Maritime, Enterprise, Aviation, US Government and Global Government
business units. The recoverable amount of each CGU has been determined
based on value in use calculations. The key assumptions used by management
in these calculations are the cash flow projections, long-term growth rates and
discount rates for each CGU.
Key assumptions used to calculate the recoverable amount of the CGUs were
as follows:
($ in millions)
Maritime
Enterprise
Aviation
US Government
Global Government
Total Group
Pre-tax
discount rate
8.9%
8.9%
8.9%
8.9%
8.9%
Long-term
growth rate
2.0%
2.0%
2.0%
2.0%
2.0%
Allocated
goodwill
215.5
54.8
46.4
50.6
54.8
422.1
Cash flow projections
The recoverable amount of each CGU is based on the value in use, which is
determined using cash flow projections derived from the most recent financial
budgets and forecasts approved by management covering a five-year period.
The short and medium-term cash flows reflect management’s expectations of
future outcomes taking into account past experience, adjusted for anticipated
growth, from both existing and new and taking into consideration our
assessment of the potential impact of external economic factors.
Long-term growth rates
A long-term growth rate has been applied to extrapolate the cash flows into
perpetuity. The growth rate has been determined using long-term industry
growth rates and management’s conservative expectation of future growth.
Discount rates
The discount rates reflect the time value of money and are derived from the
Group’s weighted average cost of capital, adjusted for the risk associated with
the CGUs. The risk premium, when compared with the Group discount rate, was
consistent across each of the CGUs given the similarities in exposure to
economic and competitive conditions.
(B) INCOME TAX
The calculation of the Group’s current and deferred tax balances, including
potential liabilities or assets, necessarily involves a degree of estimation and
judgement in respect of certain items whose tax treatment cannot be finally
determined until resolution has been reached with the relevant tax authority, or,
as appropriate, through a formal legal process. Issues can, and often do, take a
number of years to resolve. The amounts recognised or disclosed are derived
from the Group’s best estimation and judgement. However, the inherent
uncertainty regarding the outcome of these means eventual realisation could
differ from the accounting estimates and therefore impact the Group’s results
and cash flows. In addition, a contingent liability has been disclosed for the year
ended 31 December 2015 in respect of arrangements which were entered into in
prior periods (see note 34).
(C) REVENUE IN RESPECT OF THE LIGHTSQUARED COOPERATION
AGREEMENT
In December 2007, Inmarsat and LightSquared LP, Skyterra (Canada) Inc. and
LightSquared Inc. (together LightSquared(1)) entered into a Cooperation
Agreement for the efficient use of L-band spectrum over North America. The
Cooperation Agreement was segregated into phases and designed to enable
and support the deployment of an ATC network by LightSquared in North
America. To date total cash payments of $648.8m have been received under
the Cooperation Agreement, including $70.8m in 2015 (2014: $31.6m). The
Group has, thus far, recognised $457.8m of revenue and $23.4m of operating
costs under all phases of the agreement. For the year ended 31 December
2015, the Group recognised $88.6m of revenue with no associated operating
costs, in respect of all phases (year ended 31 December 2014: $75.4m and
$0.2m, respectively).
In May 2012, LightSquared filed for a reorganisation under Chapter 11 of the
US Bankruptcy Code. For the majority of 2015, payments from LightSquared
were subject to significant uncertainty and so Inmarsat only recognised
revenue from LightSquared when it was received in cash. In December 2015
LightSquared emerged from bankruptcy protection and raised new capital so
from the fourth quarter Inmarsat has returned to accruals-based accounting
for recognition of revenue in relation to Phase 2 of the Cooperation
Agreement. This has resulted in the recognition of a further $17.9m of revenue
and EBITDA in the fourth quarter and in the full year 2015. This accrued revenue
was received from LightSquared in January 2016.
At 31 December 2015, deferred income remaining in respect of Phase 1 of the
Cooperation Agreement of $208.8m was recorded on the balance sheet.
Although the cash has been received, the timing of the recognition of this
deferred income, together with any related future costs and taxes, is
dependent upon a number of factors that continue to be uncertain. The key
area of uncertainty relates to the amount of spectrum LightSquared will
choose to lease from Inmarsat under the current Cooperation Agreement, a
decision is expected by the end of March 2016. That in turn will determine the
revenue that will result for Inmarsat and the costs and timing of the resulting
spectrum reorganisation.
(D) CAPITALISATION OF SPACE SEGMENT ASSETS AND ASSOCIATED
BORROWING COSTS
The key judgements involved in the capitalisation of space segment assets and
associated borrowings costs are:
> whether the capitalisation criteria of the underlying IAS have been met;
> whether an asset is ready for use and as a result further capitalisation of
costs should cease and depreciation should commence; and
> whether an asset is deemed to be substantially complete and as a result
capitalisation of borrowing costs should cease.
(1) On 11 February 2016 LightSquared announced a name change to Ligado Networks LLC.
We continue to refer to the company as LightSquared in these results, reflecting the
position throughout 2015.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 110 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
5. SEGMENTAL INFORMATION
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker to allocate resources and
assess the performance of the Group.
The Group’s operating segments are aligned to five market-facing business units, being:
> Maritime, focusing on worldwide commercial maritime services;
> Enterprise, focusing on worldwide energy, industry, media, carriers, and M2M services;
> Aviation, focusing on commercial aviation services;
> US Government, focusing on US civil and military government services; and
> Global Government, focusing on worldwide civil and military government services.
Details of these business units are given on pages 28 to 43.
These five business units are supported by ‘Central Services’ which include satellite operations and backbone infrastructure, corporate administrative costs, and
any income that is not directly attributable to a business unit. The Group has aggregated the US Government and Global Government operating segments into
one reporting segment as the segments meet the criteria for aggregation under IFRS. Therefore, the Group’s reportable segments are Maritime, Government,
Enterprise, Aviation and Central Services.
The accounting policies of the operating segments are the same as the Group’s accounting policies described in note 2. Segment results are assessed at the
EBITDA level without the allocation of central costs, depreciation, net financing costs and taxation.
SEGMENT RESULTS
($ in millions)
Revenue
MSS and other
LightSquared
Total revenue
Net operating costs
EBITDA
Depreciation and amortisation
Impairment losses
Other
Operating profit
Net financing cost
Profit before tax
Taxation
Profit for the year
Capital expenditure(3)
(1) Enterprise excludes the disposals made during the first half of 2015.
(2) Central services include revenue from LightSquared of $88.6m (2014: $75.4m).
(3) Capital expenditure is stated using the accruals basis.
($ in millions)
Revenue
MSS and other
LightSquared
Total revenue
Net operating costs
EBITDA
Depreciation and amortisation
Impairment losses
Other
Operating profit
Net financing costs
Profit before tax
Taxation
Profit for the year
Capital expenditure
(1)
Includes Globe Wireless from 1 January 2014.
Maritime
Government
Enterprise(1)
Aviation Central Services(2)
Total
2015
593.2
–
593.2
(133.8)
459.4
–
–
–
459.4
–
–
–
–
31.0
286.6
–
286.6
(95.6)
191.0
–
–
–
191.0
–
–
–
–
1.5
159.5
–
159.5
(46.4)
113.1
–
–
–
113.1
–
–
–
–
0.4
126.8
–
126.8
(23.1)
103.7
–
–
–
103.7
–
–
–
–
70.7
19.4
88.6
108.0
(249.2)
(141.2)
(311.2)
(0.2)
11.8
(440.8)
–
–
–
–
393.5
1,185.5
88.6
1,274.1
(548.1)
726.0
(311.2)
(0.2)
11.8
426.4
(88.4)
338.0
(56.0)
282.0
497.1
Maritime(1)
Government
Enterprise
Aviation Central Services
Total
2014
595.6
–
595.6
(145.2)
450.4
–
–
–
450.4
319.9
–
319.9
(103.5)
216.4
–
–
–
216.4
166.7
–
166.7
(64.6)
102.1
–
–
–
102.1
101.1
–
101.1
(13.9)
87.2
–
–
–
87.2
27.2
75.4
102.6
(257.7)
(155.1)
(291.8)
(1.3)
1.4
(446.8)
35.3
5.6
3.3
48.3
332.2
1,210.5
75.4
1,285.9
(584.9)
701.0
(291.8)
(1.3)
1.4
409.3
(67.0)
342.3
(1.2)
341.1
424.7
111
SEGMENTAL ANALYSIS BY GEOGRAPHY
The Group’s operations are located in the geographical regions listed below.
Revenues are allocated to countries based on the billing address of the
customer. For wholesale customers, this is the distribution partner who receives
the invoice for the service, and for retail customers this is the billing address of
the customer for whom the service is provided. Assets and capital expenditure
are allocated based on the physical location of the assets.
($ in millions)
United Kingdom
Rest of Europe
North America
Asia and Pacific
Rest of the world
Unallocated(1)
2015
2014
Non-current
segment
assets
795.0
271.8
695.5
60.4
0.1
1,889.5
3,712.3
Revenue
104.0
319.0
541.8
254.9
54.4
–
1,274.1
Non-current
segment
assets
799.2
619.0
755.8
68.9
0.1
1,267.9
3,510.9
Revenue
82.4
476.9
391.2
282.7
52.7
–
1,285.9
(1)
Unallocated items relate to satellites which are in orbit.
6. OPERATING PROFIT
Costs are presented by the nature of the expense to the Group. Network and
satellite operation costs comprise costs to third parties for network service
contracts, operating lease rentals and services. A breakdown of employee
benefit costs is given in note 7.
Operating profit is stated after charging the following items:
($ in millions)
Depreciation of property, plant and
equipment
Amortisation of intangible assets
Impairment of property, plant and equipment
Impairment of intangible assets
(Gain)/impairment of non-current
other receivables
Operating lease rentals:
Land and buildings
Services equipment, fixtures and fittings
Cost of inventories recognised as an expense
Write downs of inventories recognised as
an expense
Research and development costs expensed
Note
2015
2014
13
14
13
14
18
239.5
71.7
–
0.4
220.1
71.7
0.4
0.3
(0.2)
0.6
15.4
–
31.9
3.9
13.6
20.3
1.7
46.9
12.3
20.0
Remuneration payable to the Group’s auditor Deloitte LLP and its associates
in the year is analysed below:
7. EMPLOYEE BENEFIT COSTS
($ in millions)
Wages and salaries
Social security costs
Share options charge (including employers’
national insurance contribution)
Defined contribution pension plan costs
Defined benefit pension plan costs(1)
Post-employment benefits costs(1)
Total employee benefit costs
Note
28
28
2015
215.8
19.0
14.2
8.2
3.1
0.1
260.4
2014
200.8
16.5
11.3
7.0
1.4
0.3
237.3
(1) Defined benefit pension plan costs and post-employment benefits costs include the service
cost and gain on curtailment in 2015 (see note 28).
EMPLOYEE NUMBERS
The average monthly number of employees (including the Executive Directors)
employed during the year:
By activity:
Operations
Sales and marketing
Development and engineering
Administration
By segment:
Maritime
Enterprise
Government
Aviation
Central Services
2015
2014
785
340
213
349
1,687
378
74
196
68
971
1,687
784
300
156
352
1,592
356
70
181
28
957
1,592
8. KEY MANAGEMENT COMPENSATION
The Group’s Executive and Non-Executive Directors are the key management
personnel of the business. Details of the total amounts earned during the year
are as follows:
($ in millions)
Short-term benefits
Company contributions to defined contribution
pension schemes(1)
Share-based payments(2)
2015
4.5
–
5.9
10.4
2014
6.0
0.2
6.7
12.9
(1)
Includes the value of cash allowances taken by two Executive Directors in lieu of
pension contributions.
($ in millions)
Audit fees:
Annual audit of the Company
Annual audit of subsidiary companies
Total audit fees
Audit-related assurance services(1)
Total audit and audit-related fees
Tax advisory services
Other services(2)
Total non-audit fees
Total auditor’s remuneration
2015
2014
(2) Includes employers’ national insurance or other social security contributions.
The Remuneration report contains full disclosure of Directors’ remuneration on
page 82. In both the current and prior year, no Director has been a member of
the Group’s defined contribution pension plan.
0.2
0.9
1.1
0.1
1.2
0.6
–
0.6
1.8
0.2
1.2
1.4
0.2
1.6
0.9
0.1
1.0
2.6
(1) Fees paid for audit-related assurance services refer to the half year and quarterly reviews
of the Group’s interim condensed consolidated financial statements.
(2) Other services in 2014 related to a corporate financing transaction.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 112 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
9. NET FINANCING COSTS
The effective tax rate was 20.25% (2014: 21.50%) and is reconciled below:
($ in millions)
Bank interest receivable and other interest
Net amortisation of premium on Senior Notes
due 2017
Net interest on the net defined benefit asset and
post-employment liability
Total financing income
Interest on Senior Notes and credit facilities
Interest on Convertible Bonds
Unwinding of discount on deferred satellite liabilities
Amortisation of debt issue costs
Amortisation of discount on Senior Notes due 2022
Redemption premium on Senior Notes due 2017
Other interest
Financing cost
Less: Amounts capitalised in the cost of
qualifying assets
Total financing cost
Net financing cost
2015
(1.4)
–
(0.4)
(1.8)
74.1
30.7
0.9
7.9
1.1
–
10.8
125.5
(35.3)
90.2
88.4
2014
(1.5)
(6.0)
(0.6)
(8.1)
84.3
(18.3)
1.4
16.0
0.5
32.8
0.3
117.0
(41.9)
75.1
67.0
During 2014, a non-recurring credit of $48.5m was recognised on the
Convertible Bonds arising from an adjustment to the expected maturity
date, due to the expiration of the bond holder’s redemption option in
November 2014.
Borrowing costs capitalised in the cost of qualifying assets during the year are
calculated by applying a capitalisation rate to expenditures on such assets.
The average interest capitalisation rate for the year was 7.0% (2014: 3.8%).
10. TAXATION
The tax charge for the year recognised in the income statement:
($ in millions)
Current tax:
Current year
Adjustments in respect of prior periods
Total current tax
Deferred tax:
Origination and reversal of temporary differences
Adjustments in respect of prior periods
Adjustments due to reduction in the UK corporation
tax rate
Total deferred tax
Total taxation charge
2015
2014
37.0
24.0
61.0
33.7
(17.9)
(20.8)
(5.0)
56.0
41.0
(45.9)
(4.9)
18.1
(9.3)
(2.7)
6.1
1.2
Of the total $55.2m adjustment in respect of prior periods recognised in 2014,
$53.1m related to the release of a provision for potential tax liabilities in relation
to the Inmarsat-4 satellites.
2014
342.3
(73.6)
2.4
55.2
2.7
6.9
8.7
(1.7)
(1.8)
(1.2)
2014
0.4
0.2
0.6
2014
0.2
2.3
($ in millions)
Profit before tax
Income tax at 20.25% (2014: 21.50%)
Differences in overseas tax rates
Adjustments in respect of prior periods
Adjustments due to reduction in the UK corporation
tax rate
Impact of prior year losses not previously recognised
Impact of prior year temporary differences
recognised (excluding losses)
Impact of current year losses not recognised
Other non-deductible expenses/
non-taxable income
Total taxation charge
Tax credited directly to equity:
($ in millions)
Current tax credit on share options
Deferred tax credit on share options
Total tax credited directly to equity
2015
338.0
(68.4)
(2.3)
(6.1)
20.8
–
–
(0.6)
0.6
(56.0)
2015
0.8
1.1
1.9
Tax credited/(charged) directly to other comprehensive income:
($ in millions)
Current tax credit on cash flow hedges
Deferred tax (charged)/credit relating to gains
on cash flow hedges
Deferred tax credit/(charged) on remeasurement
of defined benefit asset and post-employment
benefits
Deferred tax credit/(charged) on remeasurement
of available for sale financial asset
Total tax credited directly to other
comprehensive income
11. NET FOREIGN EXCHANGE (GAINS)/LOSSES
($ in millions)
Pension and post-retirement liability
Other operating (income)/costs
Total foreign exchange (gain)/losses
Note
28
2015
(0.2)
(0.2)
(0.6)
(0.6)
1.4
0.4
2015
(0.4)
(2.9)
(3.3)
(1.4)
0.5
2014
(0.8)
2.7
1.9
12. DIVIDENDS
During 2015, the 2015 interim dividend of $88.1m (19.61 cents per ordinary
share) and the 2014 final dividend of $136.0m (30.26 cents per ordinary share)
were paid to the Company’s shareholders. During 2014, the 2014 interim
dividend of $83.7m (18.68 cents per ordinary share) and the 2013 final
dividend of $129.1m (28.82 cents per ordinary share) were paid to the
Company’s shareholders.
A final dividend for the 2015 financial year of 31.78 cents per ordinary share,
amounting to a total dividend of $142.8m, is to be proposed at the Annual
General Meeting on 5 May 2016. In accordance with IAS 10, these financial
statements do not reflect this final dividend payable.
($ in cents)
Interim dividend paid per ordinary share
Final dividend per ordinary share
Total dividend per ordinary share
2015
19.61
31.78
51.39
2014
18.68
30.26
48.94
113
Freehold
land and
buildings
Service
equipment,
fixtures
and fittings
Space
segment
Assets in the
course of
construction
15.1
1.7
0.1
–
–
16.9
0.3
–
0.1
17.3
(7.1)
(1.5)
–
–
(8.6)
(1.3)
–
–
(9.9)
8.3
7.4
224.3
18.6
2.7
(3.5)
–
242.1
30.5
(18.1)
73.8
328.3
(181.5)
(26.2)
(0.4)
2.8
(205.3)
(21.9)
16.9
(32.9)
(243.2)
36.8
85.1
2,375.1
85.3
–
(141.4)
413.7
2,732.7
90.4
(7.9)
733.3
3,548.5
(1,156.4)
(192.4)
–
140.5
(1,208.3)
(216.3)
6.9
33.0
(1,384.7)
1,524.4
2,163.8
1,226.4
266.8
0.4
–
(413.7)
1,079.9
326.3
(0.1)
(802.2)
603.9
–
–
–
–
–
–
–
–
–
1,079.9
603.9
Total
3,840.9
372.4
3.2
(144.9)
–
4,071.6
447.5
(26.1)
5.0
4,498.0
(1,345.0)
(220.1)
(0.4)
143.3
(1,422.2)
(239.5)
23.8
0.1
(1,637.8)
2,649.4
2,860.2
13. PROPERTY, PLANT AND EQUIPMENT
($ in millions)
Cost:
31 December 2013
Additions
Acquisitions
Disposals
Transfers from assets in the course of construction
31 December 2014
Additions
Disposals
Transfers from assets in the course of construction and reclassifications(1)
31 December 2015
Accumulated depreciation:
31 December 2013
Charge for the year
Impairment losses
Disposals
31 December 2014
Charge for the year
Disposals
Reclassifications(1)
31 December 2015
Net book amount at 31 December 2014
Net book amount at 31 December 2015
(1) Reclassifications relate to movements between tangible and intangible asset categories throughout the year to align accounting policies across the Group.
Depreciation of property, plant and equipment is charged using the straight-line method over the estimated useful lives, as follows:
Space segment assets:
Satellites
Other space segment, including ground infrastructure
Fixtures and fittings, and services-related equipment
Buildings
13–15 years
5–12 years
3–15 years
20 years
Freehold land is not depreciated. At 31 December 2015 and 2014, the Group was carrying certain freehold land and buildings with a net book value of nil. Had they
been revalued on a market basis, their carrying amount at 31 December 2015 would have been $33.2m (2014: $12.5m). Market valuation is based on the Directors’
best estimates.
In 2015 the Group received government grants in relation to the purchase and construction of certain assets. The grants have been deducted from the cost of the
relevant asset to arrive at the carrying amount. Government grants received in 2015 were $1.7m (2014: $1.7m).
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
114 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
14. INTANGIBLE ASSETS
($ in millions)
Cost:
31 December 2013
Additions
Acquisitions
Disposals
31 December 2014
Additions
Disposals
Reclassifications(1)
31 December 2015
Accumulated amortisation and impairment
losses:
31 December 2013
Charge for the year
Disposals
Impairment losses
31 December 2014
Charge for the year
Disposals
Impairment losses
Reclassifications(1)
31 December 2015
Net book amount at 31 December 2014
Net book amount at 31 December 2015
Goodwill
Trademarks
Software
Intellectual
property
Terminal
development
and network
access costs
Customer
relationships
Spectrum
rights,
orbital
slots and
licences
766.6
–
14.7
–
781.3
–
–
–
781.3
(359.2)
–
–
–
(359.2)
–
–
–
–
(359.2)
422.1
422.1
49.9
–
0.6
(29.6)
20.9
0.7
–
3.7
25.3
(39.3)
(1.3)
29.5
–
(11.1)
(1.0)
–
–
–
(12.1)
9.8
13.2
222.1
20.0
7.0
–
249.1
22.4
(26.7)
(23.1)
221.7
(142.2)
(24.7)
–
–
(166.9)
(24.0)
26.7
–
7.8
(156.4)
82.2
65.3
14.7
–
–
–
14.7
–
–
–
14.7
(14.7)
–
–
–
(14.7)
–
–
–
–
(14.7)
–
–
137.1
22.2
–
–
159.3
16.9
–
4.3
180.5
(77.7)
(10.6)
–
–
(88.3)
(12.2)
–
–
(7.8)
(108.3)
71.0
72.2
388.0
–
16.0
(0.2)
403.8
–
–
–
403.8
(176.5)
(30.7)
0.2
–
(207.0)
(32.1)
–
(0.4)
–
(239.5)
196.8
164.3
18.6
10.1
–
(1.8)
26.9
9.6
–
10.1
46.6
(6.3)
(4.4)
1.8
(0.3)
(9.2)
(2.4)
–
–
(0.1)
(11.7)
17.7
34.9
Total
1,597.0
52.3
38.3
(31.6)
1,656.0
49.6
(26.7)
(5.0)
1,673.9
(815.9)
(71.7)
31.5
(0.3)
(856.4)
(71.7)
26.7
(0.4)
(0.1)
(901.9)
799.6
772.0
(1)
Reclassifications relate to movements between tangible and intangible asset categories throughout the year to align accounting policies across the Group.
Goodwill represents the excess of consideration paid on an acquisition over the fair value of the identifiable assets, liabilities and contingent liabilities acquired at
the date of acquisition. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Goodwill is allocated to CGUs for the
purpose of impairment testing.
Trademarks are being amortised on a straight-line basis over their estimated useful lives, which are between 7 and 20 years.
The capitalised software includes the Group’s BGAN billing system and other internally developed operational systems and purchased software and is being
amortised on a straight-line basis over its estimated useful life of 3 to 5 years.
The Group capitalises development costs associated with the development and enhancement of user terminals and associated network access costs as intangible
assets. Costs directly relating to the Group’s BGAN family and GSPS services are being amortised over the estimated sales life of the services which is 5 to 10 years.
Amortisation of costs directly relating to GX network access will commence when the Inmarsat-5 satellites are operational.
Customer relationships acquired in connection with acquisitions are being amortised over the expected period of benefit of between 12 and 14 years, using the
straight-line method.
Spectrum rights acquired as a result of the acquisition of Stratos were amortised over their useful lives of 5 years, these were fully amortised during the year.
Orbital slots and licences relate to the Group’s Alphasat satellite, GX programme and other licences acquired, and each individual asset is reviewed to determine
whether it has a finite or indefinite useful life. Amortisation of the GX programme finite life assets commenced when the Inmarsat-5 satellites went operational in
December 2015. Indefinite life assets will be tested annually for impairment.
115
The Group’s trade and other receivables are stated after provisions for
uncollectable trade receivables. Movements in the provisions during the year
were as follows:
($ in millions)
1 January
Charged to the provision in respect of the
current year
Utilised in the year
Provision released in the year
As at 31 December(1)
2015
18.7
13.3
(1.0)
(14.9)
16.1
2014
10.5
9.0
(0.5)
(0.3)
18.7
(1) The maturity of the Group’s provision for uncollectable trade receivables for the year ended
31 December 2015 is $1.6m between 1 and 30 days overdue, $4.2m between 31 and 120 days
overdue and $10.3m over 120 days overdue (2014: $4.2m between 1 and 30 days overdue,
$7.8m between 31 and 120 days overdue and $6.7m over 120 days).
The Directors consider the carrying value of trade and other receivables to
approximate to their fair value.
18. INVENTORIES
($ in millions)
Finished goods
Work in progress
Total inventories
At
31 December
2015
24.6
0.4
25.0
At
31 December
2014
28.0
0.4
28.4
The Group’s inventories are stated after allowances for obsolescence.
Movements in the allowance during the year were as follows:
($ in millions)
1 January
Charged to the allowance in respect of the
current year
Provision released in the year
As at 31 December
At
31 December
2015
15.1
At
31 December
2014
3.5
3.9
(1.8)
17.2
12.3
(0.7)
15.1
The Directors consider the carrying value of inventories to approximate to their
fair value.
15. INVESTMENTS
($ in millions)
Interest in associates
At
31 December
2015
12.1
At
31 December
2014
10.8
Interest in associates represents the Group’s investments which have been
treated as associates and have all been accounted for using the equity method
of accounting. Individually, all of the investments in associates are deemed to
be immaterial and as a result the associates’ assets, liabilities, revenues and
profits have not been presented.
Cash dividends received from the associates for the year ended 31 December
2015 total $1.2m (2014: $1.1m). The Group’s aggregate share of its associates’
profits for the year is $2.5m (2014: $2.6m) and has been recognised in the
income statement.
16. CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in hand, deposits held on call with
banks, other short-term highly liquid investments with original maturities of
three months or less, and for the purposes of the cash flow statement also
includes bank overdrafts. Bank overdrafts are shown within borrowings in
current liabilities on the balance sheet.
($ in millions)
Cash at bank and in hand
Short-term deposits with original maturity of less
than three months
Cash and cash equivalents
At
31 December
2015
53.6
At
31 December
2014
40.7
123.7
177.3
163.7
204.4
Cash and cash equivalents include the following for the purposes of the cash
flow statement:
($ in millions)
Cash and cash equivalents
Bank overdrafts
Net cash and cash equivalents
Note
19
At
31 December
2015
177.3
(2.6)
174.7
At
31 December
2014
204.4
–
204.4
At 31 December 2015, the Group has $3.0m (2014: $nil) of restricted cash held
in escrow in relation to the disposal of SkyWave.
17. TRADE AND OTHER RECEIVABLES
($ in millions)
Current:
Trade receivables
Other receivables
Prepayments and accrued income
Total trade and other receivables
Non-current:
Prepayments and accrued income
Defined benefit pension asset
Other receivables
Total other receivables
At
31 December
2015
At
31 December
2014
196.8
35.9
92.0
324.7
–
19.0
4.4
23.4
220.4
7.3
77.7
305.4
3.9
18.0
2.5
24.4
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 116 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
19. NET BORROWINGS
($ in millions)
Current:
Bank overdrafts
Deferred satellite payments
EIB Facility
Ex-Im Bank Facilities
Total current borrowings
Non-current:
Deferred satellite payments
Senior Notes due 2022
– Net issuance discount
EIB Facility
Ex-Im Bank Facilities
Convertible Bonds
– Accretion of principal
Total non-current borrowings
Total borrowings
Cash and cash equivalents
Net borrowings
At 31 December 2015
At 31 December 2014
Amount
2.6
1.8
44.1
80.9
129.4
14.5
1,000.0
(6.5)
88.1
633.3
326.6
3.4
2,059.4
2,188.8
(177.3)
2,011.5
Deferred
financing
cost
Net balance
Amount
Deferred
financing
cost
Net balance
–
–
–
–
–
–
(7.3)
–
(0.4)
(18.0)
–
–
(25.7)
(25.7)
–
(25.7)
2.6
1.8
44.1
80.9
129.4
14.5
992.7
(6.5)
87.7
615.3
326.6
3.4
2,033.7
2,163.1
(177.3)
1,985.8
–
5.9
44.1
68.1
118.1
17.4
1,000.0
(7.6)
132.1
568.9
301.3
3.1
2,015.2
2,133.3
(204.4)
1,928.9
–
–
–
–
–
–
(8.7)
–
(0.6)
(18.9)
–
–
(28.2)
(28.2)
–
(28.2)
–
5.9
44.1
68.1
118.1
17.4
991.3
(7.6)
131.5
550.0
301.3
3.1
1,987.0
2,105.1
(204.4)
1,900.7
EIB FACILITY
In 2010, the Group signed an 8-year facility agreement with the European Investment Bank (the EIB Facility). No additional funding is available under this facility,
which matures on 30 April 2018 and is repayable in equal annual instalments. Interest is equal to three-month USD LIBOR plus a margin, payable in January, April,
July and October each year.
EX-IM BANK FACILITIES
The Group has two direct financing agreements with the Export-Import Bank (the Ex-Im Bank Facilities) of the United States. The $700.0m facility signed in 2011
was available to be drawn down for four years and is now repayable in equal semi-annual instalments over a further 8.5 years. Drawings under this facility incur
interest at a fixed rate of 3.11% for the life of the loan. In November 2014, the Group signed a seven year $185.9m facility which has a total availability period of two
years and will then be repayable in equal semi-annual instalments over a further five years. Drawings under this facility incur interest at a fixed rate of 1.96% for the
life of the loan.
SENIOR NOTES DUE 2022
On 4 June 2014, the Group issued $1.0bn of 4.875% Senior Notes due 15 May 2022. The aggregate gross proceeds were $992.1m, net of $7.9m issuance discount.
CONVERTIBLE BONDS
In 2007, the Group issued $287.7m of 1.75% Convertible Bonds due 9 November 2017. The bonds are convertible into ordinary shares of the Company and have
a 1.75% per annum coupon payable semi-annually and a yield to maturity of 4.5%. The total number of ordinary shares to be issued if all bonds are converted is
23.3 million shares and the conversion price at 31 December 2015 was $12.31. The conversion price is subject to periodic adjustment if dividends paid on ordinary
shares exceed defined levels.
SENIOR CREDIT FACILITY
On 22 May 2015, the Group signed a 5-year $500.5m revolving credit facility (Senior Credit Facility). Advances under the facility bear interest at a rate equal to the
applicable USD LIBOR, plus a margin of between 0.70% and 1.70% determined by reference to the ratio of net debt to EBITDA. At 31 December 2015, there were no
drawings under the Senior Credit Facility.
117
CONVERTIBLE BONDS
The net proceeds received from the issue of the Convertible Bonds were initially
split into a liability component of $224.3m and an equity component of
$56.9m. The equity component represents the fair value of the option to
convert the liability into equity of the Group as follows:
($ in millions)
Fair value of Convertible Bonds issued
Cost of issue
Net proceeds
Equity component
Liability component at date of issue
Cumulative interest charged to 31 December 2014
Cumulative amortisation of debt issue costs to 31 December 2014
Cumulative coupon interest to 31 December 2014
Cumulative redemption of convertible bond to 31 December 2014
Liability component at 31 December 2014
Interest charged
Coupon interest
Liability component at 31 December 2015
287.7
(6.5)
281.2
(56.9)
224.3
111.5
5.1
(35.6)
(0.9)
304.4
30.7
(5.1)
330.0
The interest charged for the year is calculated by applying an effective interest
rate of 9.88% to the liability component. The total interest charge is split
between the coupon interest charge of $5.1m and accreted interest of $25.7m.
The coupon interest is paid semi-annually in May and November each year
until maturity. Similarly, the bonds accrete semi-annually in May and
November each year until maturity. During 2014, a non-recurring credit of
$48.5m was recognised against interest charged on the Convertible Bonds
arising from an adjustment to the expected maturity date.
The Directors consider the carrying value of borrowings, other than the Senior
Notes due 2022, Convertible Bonds and the Ex-Im Bank 2011 Facility to
approximate to their fair value (see note 31). The effective interest rates at the
balance sheet dates were as follows:
Effective interest rate %
Bank overdrafts
EIB Facility
Senior Notes due 2022
Ex-Im Bank 2011 Facility
Ex-Im Bank 2014 Facility
Deferred satellite payments
Convertible Bonds
2015
1.25
1.66
4.875
3.11
1.96
4.00
9.88
2014
1.25
1.57
4.875
3.11
1.96
4.70
9.88
20. TRADE AND OTHER PAYABLES
($ in millions)
Current:
Trade payables
Deferred consideration
Other taxation and social security payables
Other payables
Accruals and deferred income(1)
Total trade and other payables
Non-current:
Deferred consideration
Other payables
Defined benefit pension and post-employment
liability(2)
Total other payables
At
31 December
2015
At
31 December
2014
91.6
1.5
7.9
6.8
357.1
464.9
0.5
24.1
18.3
42.9
136.5
2.0
5.1
3.3
328.0
474.9
0.4
25.2
20.0
45.6
(1) The deferred income balance includes $208.8m relating to payments received from
LightSquared. The balance has not been changed since the prior year as there were no
associated costs incurred. This balance is expected to unwind over the forthcoming years.
(2) The Group has reclassified its defined benefit pension and post-employment liability to
other payables from provisions during the year. Prior year comparatives have been restated.
The Directors consider the carrying value of trade and other payables to
approximate to their fair value.
21. PROVISIONS
Movements in the current portion of the Group’s provisions were as follows:
($ in millions)
Current:
At 1 January 2014
Charged in respect of current year
Utilised in current year
Revision in estimated timing
of settlement
At 31 December 2014
Charged in respect of current year
Utilised in current year
Revision in estimated timing
of settlement
At 31 December 2015
Asset
retirement
obligations
Other
provisions
0.5
–
–
(0.2)
0.3
–
–
(0.1)
0.2
3.8
4.3
(5.0)
–
3.1
3.7
(5.2)
–
1.6
Total
4.3
4.3
(5.0)
(0.2)
3.4
3.7
(5.2)
(0.1)
1.8
The Group’s other provisions relate primarily to restructuring charges. The
associated cash flows in respect of the restructuring provisions outstanding
at 31 December 2015 are expected to occur within one year.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 118 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
21. PROVISIONS continued
Movements in the non-current portion of the Group’s provisions were as follows:
($ in millions)
Non-current:
At 31 December 2013
Charged to income statement in respect of current year
Utilised in current year
Revision in estimated timing of settlement
At 31 December 2014
Utilised in current year
Transfer to property, plant and equipment
Revision in estimated timing of settlement
At 31 December 2015
Asset
retirement
obligations
Other
provisions
1.2
0.1
–
0.2
1.5
–
–
0.1
1.6
1.6
4.2
(0.1)
–
5.7
(2.3)
(2.5)
–
0.9
Total
2.8
4.3
(0.1)
0.2
7.2
(2.3)
(2.5)
0.1
2.5
Asset retirement obligations relate to the expected costs of removing equipment from leased premises. Timing of the future outflow are determined by the
termination of the lease premises agreement.
In the prior year, the Group’s pension and post-employment liabilities were classified as provisions. At 31 December 2015, these balances have been reclassified to
‘other payables’ in note 20. Prior year comparatives have been restated.
22. CURRENT AND DEFERRED TAXATION
The current tax asset of $3.8m and current tax liability of $123.2m (2014: $8.5m and $81.3m, respectively), represent the income tax payable in respect of current
and prior periods less amounts paid.
RECOGNISED DEFERRED TAX ASSETS AND LIABILITIES
Deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by IAS 12) for the year are shown below:
($ in millions)
Property, plant and equipment and intangible assets
Borrowing costs capitalised in the cost of qualifying assets
Other
Pension and post-employment benefits
Share options
Tax losses
Net deferred tax liabilities
At 31 December 2015
At 31 December 2014
Assets
(35.1)
–
(11.0)
(0.7)
(7.8)
(21.0)
(75.6)
Liabilities
184.3
41.7
1.3
1.2
–
–
228.5
Net
149.2
41.7
(9.7)
0.5
(7.8)
(21.0)
152.9
Assets
(10.5)
–
(7.2)
(1.1)
(6.9)
(20.6)
(46.3)
Liabilities
166.2
37.7
1.2
0.8
–
–
205.9
Net
155.7
37.7
(6.0)
(0.3)
(6.9)
(20.6)
159.6
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred
income taxes relate to the same fiscal authority.
The value of deferred tax assets and liabilities included in the net deferred tax balance is shown below:
($ in millions)
Deferred tax assets
Deferred tax liabilities
Net deferred tax liabilities
At
31 December
2015
(44.6)
197.5
152.9
At
31 December
2014
(26.7)
186.3
159.6
119
At
1 January
2015
155.7
37.7
(6.0)
(0.3)
(6.9)
(20.6)
159.6
Globe
Wireless
acquisition
1.2
–
–
–
–
–
1.2
Recognised
in income
(6.5)
4.0
(2.5)
0.2
0.2
(0.4)
(5.0)
Recognised
in income
10.8
7.2
(1.9)
(0.1)
(0.1)
(9.8)
6.1
Recognised
in other
comprehensive
income
–
–
(1.2)
0.6
–
–
(0.6)
Recognised
in equity
–
–
–
–
(1.1)
–
(1.1)
At
31 December
2015
149.2
41.7
(9.7)
0.5
(7.8)
(21.0)
152.9
Recognised
in other
comprehensive
income
–
–
(0.9)
0.6
–
–
(0.3)
Recognised
in equity
–
–
–
–
(0.2)
–
(0.2)
At
31 December
2014
155.7
37.7
(6.0)
(0.3)
(6.9)
(20.6)
159.6
At
1 January
2014
143.7
30.5
(3.2)
(0.8)
(6.6)
(10.8)
152.8
At
31 December
2015
(0.3)
(3.7)
(24.2)
(28.2)
At
31 December
2014
–
(3.1)
(25.1)
(28.2)
Movement in temporary differences during the year:
($ in millions)
Property, plant and equipment and intangible assets
Borrowing costs capitalised in the cost of qualifying assets
Other
Pension and post-employment benefits
Share options
Tax losses
Total
($ in millions)
Property, plant and equipment and intangible assets
Borrowing costs capitalised in the cost of qualifying assets
Other
Pension and post-employment benefits
Share options
Tax losses
Total
Total unprovided deferred tax assets:
($ in millions)
Temporary timing differences
Unused income tax losses
Unused capital losses
Total
Overseas dividends received are largely exempt from UK tax but may be subject to foreign withholding taxes. The unrecognised gross temporary difference in
respect of the unremitted earnings of those overseas subsidiaries affected by such taxes is $nil (2014: $nil), resulting in a deferred tax liability of $nil (2014: $nil).
The Budget announced by the Chancellor on 8 July 2015 included changes to the main rates of corporation tax for UK companies. The standard rate of corporation
tax remains 20% for the financial year 1 April 2016 however there will be a further reduction to 19% with effect from 1 April 2017, and to 18% from 1 April 2020. The
deferred tax assets and liabilities at the balance sheet date are calculated taking account of the forecast impact of the reduction of the corporation tax rate from
20% to the substantively enacted rate of 18%.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 120 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
23. RECONCILIATION OF NET CASH FROM OPERATIONS
Reconciliation of profit for the year to cash generated from operations:
($ in millions)
Profit for the year
Adjustments for:
Taxation charge
Financing costs
Financing income
Operating profit
Depreciation and amortisation
(Gain)/loss on disposal of assets
Impairment loss
Share of profit of associates
EBITDA
Dividends received from associates
Non-cash employee benefit costs
Forward exchange contracts
Non-cash foreign exchange movements
Changes in net working capital:
Decrease/(increase) in trade and other receivables
Decrease in inventories
Decrease in trade and other payables
(Decrease)/increase in provisions
Cash generated from operations
24. SHARE CAPITAL
($ in millions)
Authorised:
1,166,610,560 ordinary shares of €0.0005 each
(2014: 1,166,610,560)
Allotted, issued and fully paid:
449,588,539 ordinary shares of €0.0005 each
(2014: 448,321,387)
2015
282.0
2014
341.1
56.0
90.2
(1.8)
426.4
311.2
(9.3)
0.2
(2.5)
726.0
1.2
14.2
(2.4)
2.7
5.6
2.4
(26.8)
(5.9)
717.0
1.2
75.1
(8.1)
409.3
291.8
1.2
1.3
(2.6)
701.0
1.1
11.3
2.1
2.7
(8.7)
3.1
(61.3)
2.1
653.4
0.7
0.7
0.3
0.3
0.7
0.7
0.3
0.3
During the year ended 31 December 2015, a total of 1,267,152 (2014: 20,265)
ordinary shares of €0.0005 each were allotted and issued by the Company
under its employee share schemes. No shares were repurchased during 2015
or 2014.
25. EMPLOYEE SHARE OPTIONS AND AWARDS
The Group operates a number of share plans used to award options and shares
to Directors and employees as part of their remuneration packages. In 2014,
the Inmarsat plc Executive Share Plan (ESP) was approved by shareholders and
replaced the previous Executive Share Plans. Share awards since May 2014
have been made in accordance with the new share plan rules. Under the ESP
the Company can grant Bonus Share Awards (BSA) and Performance Share
Awards (PSA), which replicate the previous Bonus Share Plan (BSP) and
Performance Share Plan (PSP) awards. The costs of these awards are
recognised in the income statement (see note 7) based on the fair value of the
awards on the grant date. Further information on how these are calculated can
be found on the next page and under ‘Employee benefits’ in the principal
accounting policies on page 106.
STAFF VALUE PARTICIPATION PLAN
All options granted under the Staff Value Participation Plan (the 2004 Plan)
have now vested and are exercisable. Whenever options are exercised under
the 2004 Plan, the holder must pay a de minimis charge of €1 for each tranche
of options exercised. The options expire 10 years from the date of grant. Shares
are transferred to the option holders from the Inmarsat Employees’ Share
Ownership Plan Trust (the Trust) (resident in Jersey). No new shares have been
issued to satisfy the exercise of these options.
A summary of all share activity within the Trust, which reflects the options
outstanding under the 2004 Plan as at 31 December 2015, is as follows:
Balance at 1 January 2014
Exercised – Staff Value
Participation Plan
Exercised – Bonus Share Plan
Balance at 31 December 2014
Exercised – Bonus Share Plan
Balance at 31 December 2015
Exercisable at 31 December 2015
Exercise price per tranche
Weighted
average
exercise
price per
option
£3.72
£7.23
£3.74
Shares
available
for grant
776,155
2004
Plan
options
outstanding
77,026
–
(552,027)
224,128
(136,557)
87,571
87,571
(26,511)
–
50,515
–
–
50,515
€1.00
The weighted average of the remaining contractual life for the 2004 Plan at
31 December 2015 is one year.
Awards are made in the form of a conditional allocation of shares. The
performance conditions attached to the BSA are non-market-based
performance conditions. Any dividends paid by the Company will accrue
and be added as additional shares upon vesting.
Under the rules of the BSA the Remuneration Committee has the discretion to
satisfy the awards using cash instead of shares. It is, however, the intention of
the Company to generally satisfy the awards using newly-issued shares.
As the BSA provides non-contributory share awards that have an entitlement
to dividends and no market-based performance conditions attached, the fair
value of the awards is the value of the grant. This is due to the fact that
regardless of the market price at the time the award of shares is made, the total
value of shares to be awarded (excluding shares added in lieu of dividends) will
not change.
The Remuneration Committee has approved a Long-Term Incentive Plan
(LTIP), for the Group’s Business Unit presidents and certain members of staff.
The three-year plan relates to the 2012 to 2014 financial years and awards are
made according to achievements against non-market-based targets. Any
dividends paid by the Company will accrue and be added as additional shares
upon vesting. For the 2015 financial year this plan has now been replaced and
the participants of the LTIP are now included within the 2015 BSA scheme.
At
31 December
2015
At
31 December
2014
BONUS SHARE AWARD
Awards have been made regularly under the BSA to Executive Directors and
certain members of senior management. Further information on awards
granted to Directors can be found in the Remuneration report on page 92.
121
PERFORMANCE SHARE AWARD
The PSA makes regular annual awards to Executive Directors and certain members of senior management. Further information on awards granted to Directors can
be found in the Remuneration report on page 92. Participants are entitled to receive the value of any dividends that are paid between the date of award and the
date of vesting in the form of additional shares. Any such additional shares are only added to the number of shares which will vest subject to performance
conditions being satisfied.
The PSA shares will not ordinarily be transferred to participants until the third anniversary of the award date. The transfer of shares is dependent upon performance
conditions being satisfied over the three consecutive financial years starting in the financial year the award date falls. The rules of the PSA provide that the
Remuneration Committee has the discretion to satisfy the awards using cash instead of shares. It is, however, the intention of the Company to satisfy the awards
using newly-issued shares at the end of the relevant three-year period.
The performance conditions for the PSA are based on the Group’s Total Shareholder Return (TSR) relative to constituents of the FTSE 50-150 and FTSE 350
Indices (excluding investment trusts), depending upon the year of the award, and on EBITDA measured over a three-year period. For the awards made in 2012, 2013
and 2014, the vesting schedule is structured so that 50% of the reward is linked to the performance of TSR and 50% is linked to EBITDA, as individual performance
measures. The market-based performance condition has been incorporated into the fair value. For the 2015 award, the vesting schedule has been restructured so
that 30% of the reward is linked to the performance of TSR for Executive Directors (for any participants below Executive Director level this is linked to revenue
growth over the three-year period of the awards), 30% is linked to EBITDA and 40% is linked to strategic objectives set out prior to the grant date of the scheme.
The fair values and the assumptions used in the calculation of PSA awards vesting or due to vest in 2015 or after are as follows:
Grant date
Grant price
Exercise price
Bad leaver rate
Vesting period
Volatility
Fair value per share option
Performance Share Awards
19 March
2015
£9.34
nil
12%
3 years
22.8%
£8.94
19 March
2014
£7.08
nil
0%
3 years
32.7%
£5.52
19 March
2013
£7.00
nil
0%
3 years
34.1%
£5.76
30 March
2012
£4.60
nil
0%
3 years
33.9%
£3.61
Both the BSA and PSA share awards expire 10 years after date of grant or such shorter period as the Remuneration Committee may determine before the grant of
an award. For share awards outstanding at the period end the weighted average of the remaining contractual life for the BSA and PSA share awards at 31 December
2015 is 1.2 and 1.4 years, respectively.
UK SHARESAVE SCHEME AND INTERNATIONAL SHARESAVE PLAN
The UK Sharesave Scheme is an approved HM Revenue and Customs scheme. A grant made in December 2012 with an option price of £4.59 (reflecting the
maximum discount permitted of 20%) will mature in February 2016.
The International Sharesave Plan mirrors the operation of the UK Sharesave Scheme as closely as possible. Participants are given either the opportunity to receive
options in the same way as the UK Sharesave Scheme, or the spread between the share price at the date of exercise and the grant price, delivered (at the
Company’s discretion) in cash or shares. It is the Company’s intention to satisfy the awards using shares, some of which are held by the Trust and some of which will
be newly-issued. A grant made in December 2012 with an option price of £4.59 matured in February 2016.
Options under the UK Sharesave Scheme and International Sharesave Plan expire after a maximum of 3.5 years following the initial savings payments having been
made. The remaining contractual life for the current grant of the UK Sharesave Scheme and International Sharesave Plan at 31 December 2015 is 0.5 years for
each plan.
EMPLOYEE STOCK PURCHASE PLAN
The Employee Stock Purchase Plan (ESPP) is for US and Canadian employees to purchase the Company’s stock at a 15% discount using funds accumulated by an
aggregate of 24 monthly contributions. A grant made under the scheme in November 2012 with an option price of £4.94 (reflecting the maximum discount
permitted of 15%) matured in January 2015. Options under the ESPP expire after a maximum of 2.25 years. This plan has now ended and the balance of exercisable
awards at 31 December 2015 is nil.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 122 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
25. EMPLOYEE SHARE OPTIONS AND AWARDS continued
Options under the UK Sharesave Scheme, International Sharesave Plan and ESPP have been valued with a Black-Scholes model using the following assumptions:
Grant date
Market price at date of grant
Exercise price
Bad leaver rate
Vesting period
Volatility
Dividend yield assumption
Risk-free interest rate
Fair value per option
Sharesave
Scheme
(UK and
International)
18 December
2012
£5.93
£4.59
3% pa
3 years
33.1%
4.53%
0.46%
£1.45
ESPP
26 November
2012
£5.93
£4.94
3% pa
2 years
36.5%
4.53%
0.36%
£1.34
UK SHARE INCENTIVE PLAN
The UK Share Incentive Plan (SIP) has made several awards and is an approved HM Revenue and Customs scheme. Arrangements exist which replicate the awards
as closely as possible for eligible international employees, using the same market values per award as used by SIP.
A summary of share awards and option activity as at 31 December 2015 (excluding the 2004 Plan which is noted above) is as follows:
Balance at 1 January 2015
Granted/allocated
Forfeited and lapsed
Exercised
Balance at 31 December 2015
Exercisable at 31 December 2015
Exercise price per share
(1)
Includes the Business Unit LTIP scheme.
26. RESERVES
Cash flow hedge reserve:
BSA(1)
SIP (UK)
PSA
392,077 1,822,685 1,688,080
– 1,669,800
597,956
–
(314,412)
(582,930)
(394,358)
(920,815)
(134,173)
257,904 2,257,258 1,308,748
–
257,904
nil
n/a
–
nil
Sharesave
(UK)
515,734
–
(21,423)
(13,230)
481,081
–
£4.59
Sharesave
(International)
288,192
–
(71,025)
(3,420)
213,747
–
£4.59
ESPP
Total
85,999 4,792,767
– 2,267,756
(989,790)
–
(1,551,995)
(85,999)
– 4,518,738
257,904
–
£4.94
($ in millions)
Balance at 1 January
Gain/(loss) recognised on cash flow hedges:
Forward exchange contracts
FX movement through cash flow hedge reserve
Income tax (credited)/charged directly to equity
Reclassified to the income statement(1):
Forward exchange contracts
FX movement through cash flow hedge reserve
Income tax (charged)/credited related to amounts transferred to the income statement
Balance at 31 December
(1) Gains and losses reclassified from equity into the income statement during the period are included in the following income statement lines.
($ in millions)
Total net operating costs
Income tax (credit)/expense
Total reclassified (charged/(credited)) to the income statement in the year
2015
(1.6)
–
–
–
3.1
(0.2)
(0.4)
0.9
2015
2.9
(0.4)
2.5
2014
8.6
(3.0)
0.1
0.2
(11.7)
1.9
2.3
(1.6)
2014
(9.8)
2.3
(7.5)
Gains and losses relating to the effective portion of cash flow hedges are recognised in other comprehensive income and the cash flow hedge reserve. When a
hedged item is recognised in the income statement the cumulative deferred gain or loss in other comprehensive income and the cash flow hedge reserve is
reclassified to the income statement. When a hedged item is recognised as a non-financial asset or liability in the balance sheet the accumulated gain or loss is
transferred from the cash flow hedge reserve and included in the initial measurement of its cost.
123
27. EARNINGS PER SHARE
Earnings per share for the year ended 31 December 2015 has been calculated
based on profit attributable to equity holders for the year and the weighted
average number of ordinary shares in issue (excluding shares held by the
Employee Benefit Trust).
The primary risk to which the Inmarsat Global defined benefit plan exposes the
Group is the risk arising through a mismatch between the plan’s assets and its
liabilities. This is primarily made up of a number of strategic investment risks.
The key strategic investment risks inherent in the current investment strategy
are as follows:
For diluted earnings per share, the weighted average number of ordinary shares
in issue is adjusted to assume conversion of all potentially dilutive ordinary
shares. These represent share options and awards granted to employees under
the employee share plans. At 30 September 2014, the Convertible Bonds were
dilutive due to the credit recognised to interest expense from re-basing the
bonds to mature in November 2017. At 31 December 2015, the Convertible
Bonds were not included in the calculation of diluted earnings per share as they
were antidilutive.
($ in millions)
Profit attributable to equity holders of the Company
Interest on convertible bonds (net of tax)
Profit attributable to equity holders for diluted
earnings per share
2015
281.4
–
2014
340.5
(14.4)
281.4
326.1
(millions)
Weighted average number of ordinary shares
in issue
Potentially dilutive ordinary shares
Weighted average number of ordinary shares for
diluted earnings per share
($ per share)
Basic earnings per share
Diluted earnings per share
449.2
4.4
448.1
27.2
453.6
475.3
0.63
0.62
0.76
0.69
28. PENSIONS AND POST-EMPLOYMENT BENEFITS
The Group operates pension schemes in each of its principal locations. The
Group’s pension plans are provided through both defined benefit schemes and
defined contribution arrangements.
The Group operates defined benefit pension schemes in the United Kingdom
and The Netherlands. The Group’s principal defined benefit pension plan is the
Inmarsat Global scheme, which is a UK funded scheme with assets held in a
separate fund administered by a corporate trustee; the scheme is closed to
new employees.
The Inmarsat Global defined benefit plan was valued using the projected unit
credit method with the valuation undertaken by professionally qualified and
independent actuaries as at 31 December 2014. The results of the valuation,
which have been updated for any material transactions and material changes
in circumstances (including changes in market prices and interest rates) up to
31 December 2015, are set out below.
The Group also provides post-employment benefits for some of its employees.
The Group’s principal scheme is the Inmarsat Global post-retirement
healthcare benefit scheme, which is the provision of healthcare to retired
employees (and their dependants) who were employed before 1 January 1998.
Employees who have 10 years of service at the age of 58 and retire are eligible
to participate in the post-retirement healthcare benefit plans. Membership of
this plan is multinational, although most staff are currently employed in the UK.
The plans are self-funded and there are no plan assets from which the costs are
paid. The cost of providing these benefits is actuarially determined and
accrued over the service period of the active employee groups.
Schemes denominated in local currencies are subject to fluctuations in the
exchange rate between US Dollars and local currencies.
> market risk (the risk that investment returns on assets are lower than
assumed in the actuarial valuation, thereby resulting in the funding level
being lower than expected);
> interest rate risk (the risk that the assets do not move in line with the value
placed on the liabilities in response to changes in interest rates);
> inflation risk (similar to interest rate risk but concerning inflation);
> credit risk (the risk that payments due to corporate bond investors may not
be made);
> active management risk (the risk that active managers underperform the
markets in which they invest, resulting in lower-than-expected investment
returns); and
> currency risk (the risk that currency market movements adversely impact
investment returns).
In addition to the investment-related risks, the plan is also subject to the risk
that members live longer than expected, or that the financial assumptions used
in valuing the liabilities are not borne out in practice. This could lead to
unexpected contributions from the Group being required to meet the benefit
payments due.
The principal actuarial assumptions used to calculate the Group’s pension and
post-employment benefits liabilities under IAS 19 are:
Weighted average actuarial assumptions:
Discount rate
Future salary increases
Medical cost trend rate
Future pension increases
At
31 December
2015
At
31 December
2014
3.92%
3.14%
3.50%
3.01%
3.74%
3.05%
3.40%
3.39%
Mortality assumptions have been updated to reflect experience and expected
changes in future improvements in life expectancy. The average life
expectancy assumptions for the Company’s pension and post-employment
benefits liabilities are as follows:
Male current age 65
Female current age 65
Life
expectancy
2015
88.5
89.6
Life
expectancy
2014
88.6
90.2
Mortality assumptions used are consistent with those recommended by the
individual scheme actuaries and reflect the latest available tables, adjusted for
the experience of the Group where appropriate. For the Inmarsat Global
defined benefit pension scheme and the Inmarsat Global post-retirement
healthcare benefits for 2015 and 2014, mortality has been assumed to follow
the SAPS tables with -1 year age rating for males and CMI 2013 improvement
with a long-term trend of 1.5%.
Significant actuarial assumptions for the determination of the defined benefit
obligation are discount rate, expected salary increase, mortality and
healthcare cost trend rates. The sensitivity analysis below is for the Group’s
principal pension and post-employment benefits schemes, and has been
determined based on reasonable possible changes of the assumptions
occurring at the end of the reporting period assuming that all other
assumptions are held constant.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 124 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
28. PENSIONS AND POST-EMPLOYMENT BENEFITS continued
Inmarsat Global defined benefit scheme:
Analysis of the movement in the present value of the defined benefit
obligations is as follows:
Change in assumption
Increase in discount factor of 0.25%
Decrease in discount factor of 0.25%
Increase in inflation of 0.25%
Decrease in inflation of 0.25%
Mortality: -2 years for males and -1 year for females
Impact on
benefit
obligation
increase/
(decrease)
(5.7%)
6.2%
6.1%
(5.8%)
2.9%
Impact on
projected
pension cost
increase/
(decrease)
(31.3%)
31.5%
30.2%
(28.0%)
11.8%
Inmarsat Global post-retirement healthcare benefit scheme:
Change in assumption
Increase in discount factor of 0.5%
Increase in inflation of 0.5%
Increase in healthcare cost trend rate of 1%
Decrease in healthcare cost trend rate of 1%
Impact on
benefit
obligation
increase/
(decrease)
(7.2%)
12.1%
22.1%
(17.2%)
Impact on
service cost
increase/
(decrease)
–
–
22.9%
(17.7%)
In reality there is an expectation of inter-relationships between the
assumptions, for example, between discount rate and inflation. The above
analysis does not take the effect of these inter-relationships into account.
Amounts recognised in the balance sheet are:
($ in millions)
Present value of funded defined benefit
obligations (pension)
Present value of unfunded defined benefit
obligations (pension)
Present value of unfunded defined benefit
obligations (post-employment benefits)
Fair value of defined benefit assets
Net defined benefit asset/(liability)
recognised in the balance sheet
At
31 December
2015
At
31 December
2014
(109.2)
(116.2)
(0.7)
(1.0)
(17.0)
127.6
(18.4)
133.6
0.7
(2.0)
The above net liability is recognised in the balance sheet as follows:
($ in millions)
Defined benefit pension asset
Defined benefit pension and
post-employment liability
At
31 December
2015
19.0
At
31 December
2014
18.0
(18.3)
(20.0)
Note
17
20
($ in millions)
At 1 January 2014
Current service cost
Past service cost
Interest cost
Remeasurement losses:
Actuarial losses arising from changes in
financial assumptions
Gain on curtailment
Liabilities extinguished on settlement
Foreign exchange losses
Benefits paid
Contributions by pension participants
At 31 December 2014
Current service cost
Past service cost
Interest cost
Remeasurement losses:
Actuarial gains arising from changes in
demographic assumptions
Actuarial gains arising from changes in
financial assumptions
Actuarial gains arising from experience adjustments
Foreign exchange loss
Benefits paid
Contributions by pension participants
At 31 December 2015
Defined
benefit
pension
plan
103.1
2.4
–
4.4
Post-
employment
benefits
17.4
0.2
0.1
0.8
14.9
(1.4)
(1.3)
(5.4)
(0.8)
1.3
117.2
2.7
–
4.4
1.3
–
–
(1.1)
(0.3)
–
18.4
0.2
(0.1)
0.7
(1.5)
–
(2.5)
(2.9)
(7.4)
(1.4)
1.3
109.9
(0.7)
(1.1)
(0.4)
–
17.0
Analysis of the movement in the fair value of the assets of the defined benefit
pension plans is as follows:
($ in millions)
At 1 January
Interest income
Remeasurement gains/(losses):
Experience return on plan asset (excluding
interest income)
Actuarial gains arising from changes in
demographic assumptions
Actuarial (loss)/gains arising from changes
in financial assumptions
Contributions by employer
Contributions by pension participants
Benefits paid
Assets distributed on settlement
Expenses paid (included in service cost)
Foreign exchange gain
At 31 December
2015
133.6
5.1
(4.5)
–
(0.1)
1.8
1.3
(1.1)
–
(0.4)
(8.1)
127.6
2014
114.0
5.0
17.7
0.3
1.6
1.5
1.5
(0.6)
(1.3)
(0.4)
(5.7)
133.6
125
Amounts recognised in the income statement in respect of the plans are as follows:
($ in millions)
Current service cost
Past service (gain)/cost
Gain on curtailment
Net interest (income)/expense
Foreign exchange (gain)/loss
2015
2014
Defined
benefit
pension plan
3.1
–
–
(0.7)
0.7
3.1
Post-
employment
benefits
0.2
(0.1)
–
0.7
(1.1)
(0.3)
Defined
benefit
pension plan
2.8
–
(1.4)
(0.6)
0.3
1.1
Post-
employment
benefits
0.2
0.1
–
0.8
(1.1)
–
Current service cost is included within employee benefit costs (note 7). The net financing costs together with foreign exchange gains and losses are included within
interest payable (note 9).
Amounts recognised in the statement of comprehensive income in respect of the plans are as follows:
($ in millions)
Actuarial gains arising from changes in demographic assumptions
Actuarial gains arising from changes in financial assumptions
Actuarial gains arising from changes in experience adjustment
Return on plan asset (excluding interest income)
Remeasurement of the net defined benefit asset and liability
The assets held in respect of the Group’s defined benefit schemes were as follows:
Equities
Cash
Bonds
Other
Fair value of scheme assets
2015
2014
Defined
benefit
pension plan
(1.5)
(2.4)
(2.9)
4.5
(2.3)
Post-
employment
benefits
–
(0.7)
–
–
(0.7)
Defined
benefit
pension plan
(0.3)
13.3
Post-
employment
benefits
–
1.3
(17.7)
(4.7)
–
1.3
At 31 December 2015
At 31 December 2014
Value
($ in millions)
36.6
0.1
70.0
20.9
127.6
Percentage
of total plan
assets
(%)
32.93%
0.07%
55.31%
11.68%
Value
($ in millions)
44.0
0.1
73.9
15.6
133.6
Percentage
of total plan
assets
(%)
32.93%
0.08%
55.31%
11.68%
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 126 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
28. PENSIONS AND POST-EMPLOYMENT BENEFITS continued
The Inmarsat Global defined benefit plan assets, which contribute over 95% of the total Group assets, are all invested in pooled investment funds, the majority of
which are priced daily, except for the High Lease-to-Value Property, Alternatives and Multi Asset Credit funds, which are priced monthly. The allocations to each of
the investment funds as at 31 December 2015 are as follows:
Fund
Passive Global Equity
Global Small Cap Equity
Global Fundamental (RAFI) Equity
Emerging Markets Equity
Global Low Volatility Equity
Eurozone Equity
Emerging Markets Debt
Global High Yield Bonds
Alternatives
High Lease-to-Value Property
Private Debt
Multi Asset Credit
Total growth portfolio
Long Flexible Enhanced Matching Fixed
Short Flexible Enhanced Matching Real
Medium Flexible Enhanced Matching Real
Long Flexible Enhanced Matching Real
UK Credit
UK Inflation Linked Bonds
Total matching portfolio
Total assets
Legal structure
Mercer QIF CCF
MGI Funds PLC
Mercer QIF CCF
MGI Funds PLC
MGI Funds PLC
MGI Funds PLC
MGI Funds PLC
MGI Funds PLC
Mercer QIF Fund PLC
Mercer QIF CCF
Mercer Private Investment Partners (Offshore) LLP
Mercer QIF Fund PLC
Mercer QIF Fund PLC
Mercer QIF Fund PLC
Mercer QIF Fund PLC
Mercer QIF Fund PLC
Mercer PIF Fund PLC
MGI Funds PLC
Allocation
(%)
7.1
6.1
7.1
5.5
3.1
1.1
2.8
2.6
9.0
2.7
0.9
2.2
50.2
3.7
1.4
9.0
10.1
15.3
10.3
49.8
100.0
The investment portfolio seeks to mitigate the investment risks identified above through a combination of asset class diversification, underlying investment
manager diversification and the use of currency hedging where appropriate. The assets are split into two portfolios, the growth portfolio and the matching portfolio.
The assets within the growth portfolio are invested so as to achieve an appropriate level of growth above that of the plan’s liabilities, ensuring a sufficiently
diversified portfolio of investments provides the plan with a variety of sources of return, without unduly exposing the plan to a single type of risk. The assets within
the matching portfolio are invested so as to minimise the level of unrewarded risk and ensure the portfolio broadly matches changes in the value of the plan’s
liabilities. This is achieved by investing in a range of pooled investment funds as outlined in the table above, with the allocation to each fund determined by a
combination of the following: the nature of the plan’s liability structure, the target level of hedging deemed appropriate to reflect the Trustee’s risk tolerance and a
‘fair value’ assessment of market levels. Some of these funds achieve their objectives by utilising a range of bond or bond type instruments, resulting in leveraged
exposure which enables the plan to match a greater proportion of its liabilities than would be possible by only holding physical securities. Instruments utilised within
the funds include fixed interest gilts, index-linked gilts, corporate bonds, gilt repos, interest rate swaps, inflation swaps and total return swaps.
The plan does not hold any direct investments in the Group; however, due to the pooled nature of the investment funds, there may be some indirect investment.
The duration of the defined benefit liabilities within the Inmarsat Global defined benefit plan is approximately 24 years. The defined benefit obligation within that
plan is split as follows:
Active members
Deferred members
Pensioner members
51%
38%
11%
The average age of the active, deferred and pensioner members at the date of the last statutory funding valuation for the Inmarsat Global defined benefit plan
(31 December 2014) was 54 years, 55 years and 68 years, respectively.
The estimated contributions expected to be paid into the Inmarsat Global defined benefit pension plan during 2016 are $1.2m. In 2015 actual contributions under
this plan were $1.0m (2014: $1.2m).
Under the current Inmarsat Global defined benefit plan Recovery Plan and Schedule of Contributions there are no further contributions due in respect of the past
service deficit revealed as part of the last statutory funding valuation as at 31 December 2014. The current Schedule of Contributions requires the Company to pay
15% of pensionable salary in respect of the additional accrual of future benefits for members of the defined benefit tier of the Pensionbuilder section and any
notional member contributions payable under the SMART arrangement. Contributions in respect of the Defined Contribution tier and the Pensionsaver section are
paid in addition.
The next statutory funding valuation of the plan will be carried out as at 31 December 2017. As part of this the Trustees and Company will be required to agree a
pattern of contributions to cover any deficit revealed by the valuation, along with the rate payable for future accrual of benefits. This could lead to an increase or
decrease from the current level of contributions.
127
29. OPERATING LEASE AND OTHER COMMITMENTS
The Group’s future aggregate minimum lease payments under non-cancellable operating leases and other unrecognised contractual commitments are as follows:
($ in millions)
Within one year
Within two to five years
After five years
At 31 December 2015
At 31 December 2014
Non-
cancellable
operating
leases
22.9
45.6
51.1
119.6
Other
unrecognised
contractual
commitments
22.9
18.7
0.7
42.3
Non-
cancellable
operating
leases
16.1
51.9
64.1
132.1
Other
unrecognised
contractual
commitments
13.7
24.0
–
37.7
Total
45.8
64.3
51.8
161.9
Total
29.8
75.9
64.1
169.8
Operating lease commitments primarily relate to leased office space, including the Group’s head office located at 99 City Road, London. Other unrecognised
non-cancellable contractual commitments relate to network service contracts and maintenance contracts, which have varying terms.
The total of future sublease payments expected to be received under non-cancellable subleases at 31 December 2015 relating to the aforementioned head office
lease is $0.5m over one year (at 31 December 2014: $1.1m over two years).
In addition, the Group has the following purchase commitments, relating to future obligations to purchase space segment capacity:
($ in millions)
Within one year
Within two to five years
At
31 December
2015
5.2
6.1
11.3
At
31 December
2014
27.2
15.9
43.1
The Group has various agreements deriving revenue from designated leased capacity and leased equipment. These amounts are recorded as revenue on a
straight-line basis over the respective lease terms and represent the majority of the Group’s future aggregate minimum lease payments under non-cancellable
operating leases expected to be received:
($ in millions)
Within one year
Within two to five years
30. CAPITAL RISK MANAGEMENT
The following table summarises the capital of the Group:
($ in millions)
As per balance sheet
Cash and cash equivalents
Borrowings
Net borrowings
Equity attributable to shareholders of the parent
Capital
At
31 December
2015
29.0
2.5
31.5
At
31 December
2014
32.1
12.0
44.1
At
31 December
2015
At
31 December
2014
(177.3)
2,163.1
1,985.8
1,249.3
3,235.1
(204.4)
2,105.1
1,900.7
1,182.6
3,083.3
The Group’s objective when managing its capital is to safeguard its ability to continue as a going concern in order to provide returns for shareholders and benefits
for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group continually evaluates sources of capital and may
repurchase, refinance, exchange or retire current or future borrowings and/or debt securities from time to time in private or open-market transactions, or by any
other means permitted by the terms and conditions of borrowing facilities and debt securities. Additionally, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Group uses a maximum ratio of net borrowings to EBITDA as an internal planning parameter and in regular forecasting and monitoring activities. In addition,
movements in cash and borrowings as well as total available liquidity are monitored regularly.
The net borrowings (gross of deferred finance costs) to EBITDA ratio for the year ended 31 December 2015 is 2.77 (2014: 2.75).
The Group’s liquidity is disclosed in note 3(d).
No changes were made in the Group’s objectives, policies or processes for managing capital during the current or preceding year.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 128 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
31. FINANCIAL INSTRUMENTS
TREASURY MANAGEMENT AND STRATEGY
The Group’s treasury activities are managed by its corporate finance department under the direction of a Treasury Review Committee whose chairman is the Chief
Financial Officer, and are consistent with Board-approved treasury policies and guidelines. The overriding objective of treasury activities is to manage financial risk.
Key features of treasury management include:
> ensuring that the Group is in a position to fund its obligations in appropriate currencies as they fall due;
> maintaining adequate undrawn borrowing facilities;
> interest rate hedging; and
> maximising return on short-term investments based on counterparty limits and credit ratings.
Treasury activities are only transacted with counterparties who are approved relationship banks.
The Group’s foreign exchange policy is implemented primarily through the use of forward purchases of foreign currencies. The treasury department is, however,
authorised to use purchased options, futures and other derivative instruments, but only to the extent that such instruments form part of the hedging policy so as to
establish a known rate of exchange.
Having arranged the purchase of foreign currency in line with the anticipated requirement for that currency over each financial year, an average rate of exchange is
calculated from the agreed currency transactions. This average rate is applied as per requirements of IAS 21. The policy is designed to minimise the impact of
currency gains and losses in the income statement; gains and losses will arise to the extent that the level of actual payments in the period are different from those
that were forecast.
FINANCIAL INSTRUMENTS BY CATEGORY
The following table sets out the categorisation of financial assets and liabilities in terms of IAS 39:
($ in millions)
Assets as per balance sheet
Trade receivables and other(1)
Cash and cash equivalents
Derivative financial instruments
Investments
(1) Consists of trade receivables, other receivables and accrued income (see note 17).
($ in millions)
Liabilities as per balance sheet
Borrowings
Trade payables and other(1)
Derivative financial instruments
(1) Consists of trade payables, deferred consideration, other payables and accruals (see note 20).
At 31 December 2015
At 31 December 2014
Loans and
receivables
Total
Loans and
receivables
Derivatives
used for
hedging
Available-
for-sale
310.8
177.3
–
–
488.1
310.8
177.3
–
–
488.1
242.1
204.4
–
–
446.5
–
–
1.4
–
1.4
–
–
–
32.9
32.9
At 31 December 2015
At 31 December 2014
Derivatives
used for
hedging
Other
financial
liabilities
Derivatives
used for
hedging
Other
financial
liabilities
Total
–
–
0.3
0.3
2,163.1
190.5
–
2,353.6
2,163.1
190.5
0.3
2,353.9
–
–
5.0
5.0
2,105.1
221.4
–
2,326.5
Total
242.1
204.4
1.4
32.9
480.8
Total
2,105.1
221.4
5.0
2,331.5
129
The table below analyses the Group’s financial liabilities and net-settled derivative financial instruments into relevant maturity groupings based on the remaining
period at the balance sheet date to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Balances due
within 12 months equal their carrying values as the impact of discounting is not significant.
($ in millions)
Borrowings(1)
Trade payables and other
Derivative financial instruments
At 31 December 2015
Less than
1 year
204.4
166.8
0.3
371.5
Between
1 and 2 years
554.3
1.4
–
555.7
Between
2 and 5 years
535.6
21.0
–
556.6
Over
5 years
1,301.3
1.3
–
1,302.6
Total
2,595.6
190.5
0.3
2,786.4
(1)
Includes interest obligations on the Senior Notes due 2022, EIB Facility, Ex-Im Bank Facilities and Convertible Bonds. The interest obligations assume no changes in floating interest rates from
the year end.
($ in millions)
Borrowings(1)
Trade payables and other
Derivative financial instruments
At 31 December 2014
Less than
1 year
195.4
195.8
5.0
396.2
Between
1 and 2 years
276.0
1.9
–
277.9
Between
2 and 5 years
876.9
22.3
–
899.2
Over
5 years
1,276.6
1.4
–
1,278.0
Total
2,624.9
221.4
5.0
2,851.3
(1)
Includes interest obligations on the Senior Notes due 2017, EIB Facility, Ex-Im Bank 2011 Facility and Convertible Bonds. The interest obligations assume no changes in floating interest rates from
the year end.
FAIR VALUES OF DERIVATIVE FINANCIAL INSTRUMENTS
The Group’s derivative financial instruments consist of forward foreign currency contracts, which are primarily designated as cash flow hedges.
The fair values at the balance sheet date were:
($ in millions)
Financial assets:
Forward foreign currency contracts – designated cash flow hedges
Forward foreign currency contracts – undesignated
Total derivative financial assets
Current portion of derivative financial assets
Non-current portion of derivative financial assets
Financial liabilities:
Forward foreign currency contracts – designated cash flow hedges
Forward foreign currency contracts – undesignated
Total derivative financial liabilities
Current portion of derivative financial liabilities
At
31 December
2015
At
31 December
2014
–
–
–
–
–
–
0.3
0.3
0.3
1.4
–
1.4
1.4
–
4.5
0.5
5.0
5.0
The full value of a hedging derivative is classified as a non-current asset or liability if the remaining maturity of the hedged item is more than 12 months and, as a
current asset or liability if the maturity of the hedged item is less than 12 months.
The fair value of foreign exchange contracts performed by management are based upon a valuation provided by the counterparty and are classified as level 2 in
the fair value hierarchy according to IFRS 7. The fair value of foreign exchange contracts is based upon the difference between the contract amount at the current
forward rate at each period end and the contract amount at the contract rate, discounted at a variable risk-free rate at the period end.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 130 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
31. FINANCIAL INSTRUMENTS continued
FORWARD FOREIGN EXCHANGE
The following tables set out the face value and fair value of forward foreign
exchange contracts outstanding for the Group as at 31 December 2015
and 2014:
> the liability component of the Convertible Bonds is reflected in the balance
sheet on an amortised cost basis, net of unamortised arrangement costs of
$nil (2014: $nil) (see note 19). The fair value of the Convertible Bonds is
based on the market price of the bonds and is reflected in the table below.
($ in millions)
Senior Notes due 2022
Ex-Im Bank Facilities
Convertible Bonds
Fair value
(US$)
(0.3)
At 31 December 2015
At 31 December 2014
Carrying
amount
1,000.0
714.2
326.6
Fair value
amount
996.3
741.4
498.6
Carrying
amount
1,000.0
637.0
301.3
Fair value
amount
992.5
637.0
418.7
Outstanding forward foreign
exchange contracts (in millions)
GBP contracts
Face
value
£10.0
Outstanding forward foreign
exchange contracts (in millions)
GBP contracts
Euro contracts
Canadian Dollar contracts
Face
value
£66.0
€6.0
$18.0
At 31 December 2015
Maturing
within
1 year
£10.0
Maturing
between
1 and 2
years
–
At 31 December 2014
Maturing
within
1 year
£66.0
€6.0
$18.0
Maturing
between
1 and 2
years
–
–
–
Fair value
(US$)
(2.1)
(0.8)
(0.7)
(3.6)
NON-DERIVATIVE FINANCIAL ASSETS AND FINANCIAL LIABILITIES
Non-derivative financial assets consist of cash at bank, short-term
investments, trade receivables, other receivables and accrued income.
Non-derivative financial liabilities consist of borrowings, trade payables,
deferred consideration, other payables and accruals.
FAIR VALUE OF NON-DERIVATIVE FINANCIAL ASSETS AND
FINANCIAL LIABILITIES
With the exception of the Senior Notes due 2022, the Ex-Im Bank Facilities and
the Convertible Bonds, the fair values of all non-derivative financial
instruments approximate to the carrying value in the balance sheet. The fair
value of Senior Notes due 2022, Ex-Im Bank Facilities and Convertible Bonds
are classified as level 2 in the fair value hierarchy according to IFRS 7.
The following methods and assumptions have been used to determine fair values:
> the fair values of cash at bank, overdrafts and short-term deposits
approximate their carrying values because of the short-term maturity of
these instruments (see note 16);
> the fair value of trade and other receivables and payables, accrued income
and costs, and deferred consideration approximate their carrying values
(see notes 17 and 20 respectively);
> the carrying amount of deferred satellite payments represents the present
value of future payments discounted, using an appropriate rate, at the period
end. This carrying amount approximately equals fair value (see note 19);
> the Senior Notes due 2022 are reflected in the balance sheet net of
unamortised arrangement costs and net issuance premium of $7.3m and
$6.5m, respectively (see note 19). The fair values of the Senior Notes due 2022
are based on the market price of the bonds and are reflected in the next table;
> the EIB Facility is reflected in the balance sheet net of unamortised
arrangement costs of $0.4m (2014: $0.6m). The fair value approximates the
carrying value (see note 19);
> the Ex-Im Bank Facilities are reflected in the balance sheet net of
unamortised arrangement costs of $18.0m (2014: $18.9m). The fair value of
the 2011 facility has been based on the implicit interest rate of the 2014
facility (see note 19); and
32. CAPITAL COMMITMENTS
The Group had authorised and contracted but not provided for capital
commitments as at 31 December 2015 of $1,219.9m (2014: $504.0m).
These amounts primarily represent commitments in respect of the Group’s GX,
S-band and I-6 satellite programmes.
33. DISPOSAL
In January 2015, the Group completed the sale of its 19% holding in SkyWave
Mobile Communications to ORBCOMM Inc. for total proceeds of $32.9m and
recognised an after-tax gain of $8.1m. The share sale was one part of a suite
of agreements with ORBCOMM Inc., covering the joint ownership and future
development and commercialisation of the IsatData Pro (IDP) technology.
As part of these agreements the Group acquired SkyWave’s satellite network
assets, hosted at three Inmarsat Satellite Access Stations, for $7.5m.
34. CONTINGENT LIABILITY
In the ordinary course of business, the Group is subject to contingencies
pursuant to requirements that it complies with relevant laws, regulations and
standards. Failure to comply could result in restrictions in operations, damages,
fines, increased tax, increased cost of compliance, interest charges,
reputational damage and other sanctions. These matters are inherently
difficult to quantify.
In cases where the Group has an obligation as a result of a past event existing
at the balance sheet date, and it is probable that an outflow of economic
resources will be required to settle the obligation and the amount of the
obligation can be reliably estimated, a provision will be recognised based on
best estimates and management judgement.
For the year ended 31 December 2014, the Group disclosed contingent
liabilities in respect of outstanding tax issues with HMRC for which no provision
had been made, totalling $18m. During the year, HMRC concluded their review
relating to $12m of this amount with no adjustment to the filed position.
The remaining exposure is covered within the balance sheet tax provision.
35. RELATED PARTY TRANSACTIONS
In the normal course of operations the Group engages in transactions with its
equity-owned investees NTS Maritime Limited, Navarino Telecom SA and JSAT
Mobile Communications Inc. These transactions represent sales of airtime and
equipment and are measured at the amounts exchanged. Group revenue from
the related parties for the 2015 financial year was $37.4m, $nil and $22.8m,
respectively (2014: $34.0m, $0.1m and $22.0m, respectively). The amount
receivable from the related parties at 31 December 2015 was $13.1m, $nil and
$2.2m, respectively (2014: $14.5m, $0.8m and $2.7m, respectively).
Amounts owing to the Executive and Non-Executive Directors as at
31 December 2015 and 2014 were $1m and $6.2m, respectively, and relate
to remuneration earned in the normal course of operations (see note 8).
36. SUBSIDIARIES
At 31 December 2015, the Company had investments in the following subsidiaries and associates:
Inmarsat Holdings Limited
Inmarsat Group Limited
Inmarsat Finance PLC
Inmarsat Investments Limited
Inmarsat Ventures Limited
Inmarsat Global Limited
ISAT Global Xpress OOO
Inmarsat Brasil Limitada
Inmarsat Leasing (Two) Limited
Inmarsat New Zealand Limited
Inmarsat Services Limited
PT ISAT
Inmarsat Communications Company LLC
Inmarsat Group Holdings Inc.
ISAT US Inc.
Segovia, Inc.
Stratos Government Services Inc.
Segovia Commercial Services Inc.
Inmarsat Solutions (US) Inc.
Inmarsat Inc.
Inmarsat US Investments Limited
Europasat
Inmarsat Employment Company Limited
Inmarsat Trustee Company Limited
Inmarsat Finance III Limited
Inmarsat Solutions Limited
Inmarsat Canada Holdings Inc.
Inmarsat Solutions (Canada) Inc.
Stratos Holdings (Cyprus) Limited
Stratos de Mexico S.A de C.V
Stratos Gesellschaft fur satelliten-kommunikation mbH.
Stratos Global Japan KK
Stratos Global Holdings Limited
Stratos Broadband Communications
Stratos Investments BV
Inmarsat Solutions B.V.
Inmarsat Solutions SA (PTY) Limited
Inmarsat Spain S.A.
Inmarsat Hong Kong Limited
Xantic Brazil Limited
Inmarsat BV
Inmarsat (IP) Company Limited
Inmarsat Employee Share Plan Trustees Limited
Inmarsat Hellas Satellite Services SA
Inmarsat Leasing Limited
Inmarsat Navigation Ventures Limited
Inmarsat Launch Company Limited
Principal activity
Holding company
Holding company
Finance company
Holding company
Operating company
Satellite telecommunications
Operating company
Operating company
Satellite leasing
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Holding company
Holding company
Operating company
Employment company
Dormant
Operating company
Holding company
Holding company
Operating company
Holding company
Dormant
Operating company
Holding company
Dormant
Dormant
Holding company
Operating company
Operating company
Operating company
Operating company
Dormant
Operating company
Operating company
Dormant
Satellite telecommunications
Dormant
Operating company
Operating company
Country of
incorporation and
operation
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
Russian Federation
Brazil
England and Wales
New Zealand
England and Wales
Indonesia
United Arab Emirates
United States
United States
United States
United States
United States
United States
United States
England and Wales
England and Wales
Jersey
England and Wales
England and Wales
England and Wales
Canada
Canada
Cyprus
Mexico
Germany
Japan
England and Wales
Kazakhstan
The Netherlands
The Netherlands
South Africa
Spain
Hong Kong
Brazil
The Netherlands
England and Wales
England and Wales
Greece
England and Wales
England and Wales
Isle of Man
Interest in
issued
ordinary
share capital
at 31 December
2015
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
90%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
131
Interest in
issued
ordinary
share capital
at 31 December
2014
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
49%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
90%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 132 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
CONTINUED
36. SUBSIDIARIES continued
Inmarsat Global Xpress Limited
Inmarsat SA
NewWave Broadband Limited
Inmarsat Solutions Global Limited
Inmarsat Solutions AS
Inmarsat Solutions Pte. Limited
Inmarsat Solutions ehf.
Inmarsat Australia Pty Limited
Allsatphones Pty Limited
Inmarsat KK
Inmarsat Solutions (Shanghai) Co. Limited
Inmarsat India Private Limited
NTS Maritime Limited
Navarino Telecom SA
Navarino UK Limited
JSAT Mobile Communications Inc
Country of
incorporation and
operation
England and Wales
Switzerland
England and Wales
England and Wales
Norway
Singapore
Iceland
Australia
Australia
Japan
China
India
Cyprus
Cyprus
England and Wales
Japan
Interest in
issued
ordinary
share capital
at 31 December
2015
100%
100%
100%
100%
100%
100%
51%
100%
100%
100%
100%
100%
49%
–
49%
26.67%
Interest in
issued
ordinary
share capital
at 31 December
2014
100%
100%
100%
100%
100%
100%
51%
100%
100%
100%
100%
–
49%
49%
–
26.67%
Principal activity
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Operating company
Associate
Associate
Associate
Associate
In accordance with s479A of the Companies Act 2006, the following companies are exempt from the requirements relating to the audit of individual accounts for
the year ended 31 December 2015: Inmarsat Trustee Company Limited (03688399), Stratos Global Holdings Limited (04113448), Inmarsat Employee Share Plan
Trustees Limited (03669306) and Inmarsat Leasing Limited (02487502).
COMPANY BALANCE SHEET
AT 31 DECEMBER 2015
($ in millions)
Assets
Non-current assets
Investments(1)
Other receivables(2)
Deferred tax assets
Current assets
Cash and cash equivalents
Trade and other receivables(3)
Current tax assets
Total assets
Liabilities
Current liabilities
Trade and other payables(4)
Current tax liabilities
Borrowings(5)
Non-current liabilities
Borrowings(5)
Total liabilities
Net assets
Shareholders’ equity
Ordinary shares
Share premium
Convertible Bonds reserve
Other reserves
Retained earnings
Total equity
133
2015
2014
1,089.3
77.8
0.8
1,167.9
1.8
1.2
5.1
8.1
1,176.0
17.5
–
–
17.5
330.0
347.5
828.5
0.3
687.6
56.9
70.9
12.8
828.5
1,079.6
73.3
0.1
1,153.0
1.7
1.2
–
2.9
1,155.9
9.0
4.1
–
13.1
304.4
317.5
838.4
0.3
687.6
56.9
59.6
34.0
838.4
(1)
Investments consist of a $1,007.8m investment in Inmarsat Holdings Limited (2014: $1,007.8m) and $81.5m of capital contributions to Group companies in respect of share-based payments
(2014: $71.8m).
(2) Other receivables consist of $77.8m amounts due from Group companies (2014: $73.3m).
(3) Trade and other receivables consist of $1.2m amounts due from Group companies (2014: $1.2m).
(4) Trade and other payables consists of $1.8m due to shareholders in respect of dividends paid during 2015 (2014: $1.6m), accruals of $4.2m (2014: $2.8m) and amounts due to Group companies
of $11.5m (2014: $4.6m).
(5) Borrowings comprise the Convertible Bonds discussed in note 19 to the consolidated financial statements.
The financial statements of the Company, registered number 4886072, on pages 133 to 136 were approved by the Board of Directors on 3 March 2016 and signed
on its behalf by:
RUPERT PEARCE
Chief Executive Officer
TONY BATES
Chief Financial Officer
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT
134 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2015
($ in millions)
Balance at 1 January 2014
Profit for the year
Issue of share capital
Dividends paid
Share options charge
Balance at 31 December 2014
Profit for the year
Dividends paid
Share options charge
Balance at 31 December 2015
(1) The ‘other reserve’ relates to ordinary shares held by the employee share trust.
Ordinary
share
capital
0.3
–
–
–
–
0.3
–
–
–
0.3
Share
premium
account
687.4
–
0.2
–
–
687.6
–
–
–
687.6
Equity
reserve
56.9
–
–
–
–
56.9
–
–
–
56.9
Share
option
reserve
61.5
–
–
–
1.0
62.5
–
–
11.3
73.8
Other
reserve(1)
(8.5)
–
–
–
5.6
(2.9)
–
–
–
(2.9)
Retained
earnings
8.5
238.7
–
(212.8)
(0.4)
34.0
202.7
(224.1)
0.2
12.8
Total
806.1
238.7
0.2
(212.8)
6.2
838.4
202.7
(224.1)
11.5
828.5
COMPANY CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2015
($ in millions)
Cash flow from operating activities
Cash generated from operations
Net cash from operating activities
Cash flow from investing activities
Dividends received from Group companies
Net cash from investing activities
Cash flow from financing activities
Dividends paid to shareholders
Interest paid on Convertible Bonds
Intercompany funding
Net cash used in financing activities
Net increase in cash and cash equivalents
Movement in cash and cash equivalents
At the beginning of the year
Net increase in cash and cash equivalents
At the end of the year
Comprising:
Cash at bank and in hand
135
2015
2014
4.7
4.7
4.9
4.9
224.1
224.1
225.8
225.8
(223.7)
(5.0)
–
(228.7)
0.1
(212.6)
(5.0)
(13.0)
(230.6)
0.1
1.7
0.1
1.8
1.8
1.8
1.6
0.1
1.7
1.7
1.7
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 136 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
NOTES TO THE COMPANY FINANCIAL STATEMENTS
A) PRINCIPAL ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Company have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European
Union and IFRS as issued by the International Accounting Standards Board.
The accounting policies and financial risk management policies and objectives, where relevant to the Company, are consistent with those of the consolidated Group
as set out in notes 2 and 3 to the consolidated financial statements.
B) INCOME STATEMENT
The Company has taken advantage of the exemption available under Section 408 of Companies Act 2006 and has not presented an income statement. The profit
for the year ended 31 December 2015 was $202.7m (2014: $238.7m).
AUDITOR’S REMUNERATION
During the year, the Company paid its external auditor $0.1m for statutory audit services (2014: $0.2m).
EMPLOYEE COSTS AND DIRECTORS’ REMUNERATION
The average monthly number of people employed during the year was two (2014: one). Total staff costs for 2015 were $6.7m (2014: $0.5m). Full details of Directors’
remuneration and Directors’ share options and share awards are given in the Remuneration report.
FOREIGN CURRENCY TRANSLATION
Accounting for foreign currency transactions of the Company is consistent with that of the Group, which is disclosed in note 2 to the consolidated financial statements.
SHARE CAPITAL
The share capital of the Company is disclosed in note 24 to the Group’s consolidated financial statements.
C) FINANCIAL INSTRUMENTS
The IFRS 7, ‘Financial Instruments’ disclosures, where relevant to the Company, are consistent with that of the Group as set out in note 31 to the consolidated
financial statements.
The differences between the Group and the Company in relation to intercompany balances are $79.0m (2014: $74.5m) amounts due from Group companies and
$11.5m (2014: $4.6m) amounts due to Group companies, which eliminate on consolidation. The Directors consider the carrying value of the intercompany balances
to approximate to their fair value.
D) RECONCILIATION OF NET CASH FROM OPERATIONS
Reconciliation of profit for the year to cash generated from operations:
($ in millions)
Profit for the year
Adjustments for:
Taxation (credit)/charge
Financing costs(1)
Financing income
Dividend receivable
Non-cash employee benefit costs
Changes in net working capital:
(Increase)/decrease in trade and other receivables
Increase in trade and other payables
Cash generated from operations
(1) The 2014 balance includes the impact of a non-recurring adjustment to interest on the Convertible Bonds.
2015
202.7
2014
238.7
(5.6)
30.9
(4.1)
(224.1)
1.9
(0.5)
3.5
4.7
7.8
(17.1)
(3.6)
(225.8)
(1.8)
(0.4)
7.1
4.9
GLOSSARY OF TERMS
137
Due to the technical nature of satellite communications and financial reporting we use a number of terms and abbreviations in this Annual Report and Accounts
that are widely used within those industries but are less commonly used by our broader community of stakeholders. The principal ones are summarised below.
A
ACTIVE TERMINAL
A terminal that has been used to access commercial services at any time
during the preceding 12 months and is registered with one of our services at
the period end. It includes the average number of certain handheld terminals
active on a daily basis during the final month of a period and excludes
M2M terminals.
ALPHASAT
A satellite developed with the European Space Agency and launched in 2013.
It supplements our Inmarsat-4 satellite constellation.
F
FLEETBROADBAND
Our flagship maritime service providing voice and broadband data services
across the world’s oceans.
G
GAAP
Generally Accepted Accounting Principles is the standard financial reporting
framework as defined by a body of accounting standards and other guidance
used in a given jurisdiction (see IFRS).
ATC
Ancillary Terrestrial Components provide communications services from ground
stations either as stand-alone services or to complement satellite services.
GEOSTATIONARY ORBIT
A circular geosynchronous orbit directly above the Earth’s equator. Satellites in
geosynchronous orbit match their orbit to the orbit of the earth and so remain
permanently in the same area of the sky.
ATG (ALSO CGC)
For our European Aviation Network, the satellite and CGC components are
integrated and the CGC is not stand alone. ATG means the air to ground
terrestrial component of the EAN.
B
BAND
The radio spectrum is divided into different bands which each cover a section
of frequencies that are usually used for a similar purpose. Bands are allocated
to specific uses at international level by the ITU and regulated at a national
level by domestic organisations and governments.
BGAN
Broadband Global Area Network is a high-speed data satellite network that
spans the globe.
GX
GlobalXpress is the first high-speed broadband satellite network to span the
globe, from a single operator. It uses powerful beams able to reach small
antennas on earth providing digital connections for aviation, land and
maritime use.
GMDSS
Global Maritime Distress and Safety Service. Inmarsat is the only approved
provider of this Maritime Safety Service by the International Maritime
Organization (IMO).
GROUND STATIONS
Our Ground Stations connect Inmarsat satellites to terrestrial networks and the
internet. They are manned 24/7 in locations across the globe and continuously
monitored from our network operations centre in London.
C
COMMISSIONED TERMINAL
A terminal that is registered with one of our services at the period end.
THE GROUP
The Group refers to Inmarsat plc and all of its subsidiaries. We may also use
‘we’ and ‘our’ in reference to the Group, depending on the context.
CAGR
The Compound Annual Rate of Growth measures average annual growth
over a period of time and is a key performance indicator for our MSS
wholesale revenues.
CGU
A cash-generating unit is the smallest group of assets that generates cash
inflows largely independently from the other parts of the business and which
represents the lowest level at which goodwill is monitored within the business.
GSPS
Global Satellite Phone Services are our handheld products and services
including IsatPhone Pro and IsatPhone 2.
I
IAS OR IFRS
International Accounting Standards or International Financial Reporting
Standards are the accounting standards issued by the International
Accounting Standards Board. IFRS is also used to refer to international
GAAP as a whole.
THE COMPANY
Where we refer to the Company we are referring to Inmarsat plc, the holding
company of the Inmarsat Group.
ICAO
International Civil Aviation Organization.
D
DEFINED BENEFIT AND DEFINED CONTRIBUTION SCHEMES
Defined benefit pensions schemes provide post-employment benefits based
on an employee’s final salary. Defined contribution pension schemes are
schemes into which Inmarsat makes fixed contributions based on a percentage
of an employee’s salary.
INMARSAT-2 (I-2), INMARSAT-3 (I-3), INMARSAT-4 (I-4),
INMARSAT-5 (I-5), INMARSAT-6 (I-6)
The second, third, fourth, fifth and sixth generations of Inmarsat satellites.
Individual satellites in each constellation are numbered F1, F2, F3, etc, so I-5 F2
refers to the second satellite launched in the fifth generation of
Inmarsat satellites.
E
EBITDA
Earnings before interest, tax, depreciation and amortisation is a key
performance indicator used in the commercial and financial management
of the business. It is a non-GAAP measure under IFRS.
ITU
International Telecommunications Union.
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 138 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
GLOSSARY OF TERMS
CONTINUED
K
KA-BAND
The frequency band used by our GX satellites, it has higher bandwidth
than other bands allowing more data to be transmitted over the same
satellite capacity.
KU-BAND
A frequency band used by a number of our products and services that
we procure from other satellite network operators to complement our
own spectrum.
S
SAS
Satellite Access Station is another term for a Ground Station.
S-BAND
The band width we are using for a high-speed broadband service under
development for the EU aviation industry. The programme will see an Inmarsat
S-band satellite fully integrated with a ground network. We also use the term
S-band to refer to the S-band programme in general.
L
L-BAND
The frequency band used by our Inmarsat-3 and Inmarsat-4 satellites and also
by our planned Inmarsat-6 satellites.
SCOPE 1, 2 AND 3 EMISSIONS
Carbon emissions as defined by the greenhouse gas protocol.
Scope 1: All direct greenhouse gas emissions.
Scope 2: Indirect emissions from purchased electricity, heat or steam.
Scope 3: Other indirect emissions including travel.
LIGHTSQUARED
A Cooperation Agreement between Inmarsat, LightSquared LP, Skyterra
(Canada) Inc. and LightSquared Inc. for the use of L-band in North America.
On 11 February 2016 LightSquared announced a name change to Ligado
Networks. We continue to refer to the company as LightSquared in these
results, reflecting the position throughout 2015.
M
M2M
Machine-to-machine services and products.
MSS
Mobile Satellite Services.
MBPS
Megabits per second are the units used to measure data transfer rates in the
satellite communications industry.
N
NETWORK AND SATELLITE OPERATIONS COSTS
The costs of operating our ground stations.
O
OWN WORK CAPITALISED
Employee-related costs including salary and travel costs incurred in bringing
property, plant and equipment into use. Own work capitalised is capitalised as
part of the total cost of an asset.
R
RIGNET INC
A distribution partner and the company that acquired the retail energy
business that we disposed of in 2014.
SEP/INMARSAT GATEWAY
Our Service Enablement Platform for GX delivering customer support, network
services and an app store, it also opens up our networks to innovators through
a developer portal. This is also now referred to as the Inmarsat Gateway.
SWIFTBROADBAND
A global service providing voice and high-speed data simultaneously through
a single installation on an aircraft.
T
TÉLÉCOMS SANS FRONTIÈRES (TSF)
The telecommunications relief aid organisation, it is a core beneficiary of our
charitable support.
TERMINALS
The consumer hardware used to receive and transmit voice and data from
earth across our satellite network. It includes antenna enabled hardware such
as satellite phones and on-board antennas.
V
VSAT
Very Small Aperture Terminals are small mobile two-way satellite antennas able
to receive and transmit voice and broadband data to a satellite. VSAT services
are typically charged using a fixed monthly fee.
X
XPRESSLINK
XpressLink is a fully-integrated Ku-band and L-band service with VSAT and
FleetBroadband terminals.
ADDITIONAL INFORMATION
139
FIVE-YEAR SUMMARY
($ in millions)
Revenues
EBITDA
EBITDA %
Profit before tax
Profit for year
Net cash inflow from operating activities
Net cash used in investing activities
Net cash used in financing activities
Total assets
Total liabilities
Shareholders’ equity
Notes:
Segovia is included in the results from 12 January 2010.
Ship Equip is included in the results from 28 April 2011.
NewWave Broadband is included in the results from 13 January 2012.
TC Comms is included in the results from 8 May 2013.
Globe Wireless is included in the results from 1 January 2014.
FINANCIAL CALENDAR 2016
5 May
12 May
13 May
27 May
August
October
2015
1,274.1
726.0
57.0%
338.0
282.0
705.5
(460.7)
(275.2)
4,246.1
(2,996.2)
1,249.9
2014
1,285.9
701.0
54.5%
342.3
341.1
644.8
(424.4)
(156.4)
4,091.9
(2,908.8)
1,183.1
2013
1,261.9
648.8
51.4%
189.1
102.6
597.1
(583.7)
(204.5)
3,868.8
(2,821.0)
1,047.8
2012
1,337.8
694.7
51.9%
293.6
217.4
659.5
(499.1)
(11.1)
3,753.0
(2,627.1)
1,125.9
2011
1,408.5
854.4
60.7%
366.9
249.5
881.6
(702.0)
(340.5)
3,409.1
(2,328.0)
1,081.1
Annual General Meeting
Ex-dividend date for 2015 final dividend
Record date for 2015 final dividend
2015 final dividend payment date
2016 interim results
2016 interim dividend payment
REGISTERED OFFICE
99 City Road
London EC1Y 1AX
Tel: +44 (0)20 7728 1000
Fax: +44 (0)20 7728 1044
www.inmarsat.com
REGISTERED NUMBER
4886072 England and Wales
AUDITOR
Deloitte LLP
2 New Street Square
London EC4A 3BZ
SOLICITORS
Clifford Chance LLP
10 Upper Bank Street
London E14 5JJ
BROKERS
J.P. Morgan Cazenove
25 Bank Street
London E14 5JP
Credit Suisse
1 Cabot Square
London E14 4QJ
REGISTRARS
Equiniti Limited
PO Box 4630
Aspect House
Spencer Road
Lancing
West Sussex BN99 6DA
FINANCIAL STATEMENTSGOVERNANCESTRATEGIC REPORT 140 / INMARSAT PLC ANNUAL REPORT AND ACCOUNTS 2015
CAUTIONARY STATEMENT REGARDING
FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report constitute ‘forward-looking
statements’ within the meaning of the US Private Securities Litigation Reform
Act of 1995. These forward-looking statements involve risks, uncertainties and
other factors that may cause our actual results, performance or achievements,
or industry results, to be materially different from those projected in the
forward-looking statements. These factors include: general economic and
business conditions; changes in technology; timing or delay in signing,
commencement, implementation and performance of programmes, or the
delivery of products or services under them; structural change in the satellite
industry; relationships with customers; competition; and ability to attract
personnel. You are cautioned not to rely on these forward-looking statements,
which speak only as of the date of this Annual Report.
Inmarsat undertakes no obligation to update or revise any forward-looking
statement to reflect any change in its expectations or any change in events,
conditions or circumstances, except where it would be required to do so under
applicable law.
Designed and produced by Gather
www.gather.london
The paper used in this Report is derived
from sustainable sources
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Inmarsat plc
99 City Road
London
EC1Y 1AX
United Kingdom
inmarsat.com