168631 Johnson Services - Annual Report Cover_168631 Johnson Services - Annual Report Cover 03/03/2017 16:42 Page 1 i J o h n s o n S e r v c e G r o u p P L C A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 6 Johnson House, Abbots Park, Monks Way Preston Brook Cheshire WA7 3GH Tel: +44 (0)1928 704 600 Fax: +44 (0)1928 704 620 Email: enquiries@jsg.com Annual Report and Accounts 2016 168631 Johnson Services - Annual Report Cover_168631 Johnson Services - Annual Report Cover 03/03/2017 16:42 Page 2 Johnson Service Group PLC Annual Report and Accounts 2016 Annual Report and Accounts 2016 Johnson Service Group PLC THE LEADING NAME IN TEXTILE RENTAL DIRECTORS AND ADVISORS Directors Paul Stephen Moody Non-Executive Chairman Chairman of Nomination Committee Member of Remuneration Committee Member of Audit Committee Christopher Sander Chief Executive Officer Director responsible for Health, Safety and the Environment Yvonne May Monaghan BSc (Hons), FCA Chief Financial Officer William Mervyn Frew Carey Shannon CA Senior Independent Non-Executive Director Chairman of Audit Committee Member of Remuneration Committee Member of Nomination Committee Nicholas Mark Gregg Independent Non-Executive Director Chairman of Remuneration Committee Member of Audit Committee Member of Nomination Committee Company Secretary & Group Financial Controller Timothy James Morris BA (Hons), FCA Registered Office Johnson House Abbots Park Monks Way Preston Brook Cheshire WA7 3GH Advisors Nominated Advisor, Financial Advisor and Stockbrokers Investec Investment Banking 2 Gresham Street London EC2V 7QP Bankers Lloyds Bank plc 40 Spring Gardens Manchester M2 1EN The Royal Bank of Scotland plc 10th Floor, The Plaza 100 Old Hall Street Liverpool L3 9QJ Santander UK plc 298 Deansgate Manchester M3 4HH Lawyers Hill Dickinson LLP No1 St Paul’s Square Liverpool L3 9SJ Registrar and Transfer Office Capita Asset Services 34 Beckenham Road Beckenham BR3 4ZF Independent Auditor PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors 101 Barbirolli Square Lower Mosley Street Manchester M2 3PW Electronic Communications The Company offers Shareholders the opportunity to receive communications such as notices of Shareholder meetings and the annual report and accounts electronically. The Company encourages the use of electronic communication as, not only does it save the Company printing and mailing costs, it is also a more convenient and prompt method of communication. If you decide to receive communications electronically, you will be sent an email message each time a new Shareholder report or notice of meeting is published. The email will contain links to the appropriate website where documents can be viewed. It is possible to change your instruction at any time by amending your details on the register. If you would like to receive electronic communications, you will need to register your email address by accessing the Shareholder Services page within the Investor Relations section of the Company’s website at www.jsg.com. This will link you to the service offered by the Company’s Registrar. If you decide not to register an email address with the Registrar, you will continue to receive all communications in hard copy form. Those Shareholders who are CREST members and who wish to appoint a proxy or proxies utilising the proxy voting service please refer to Note 2 of the Notice of Annual General Meeting. If you have any queries regarding electronic communications, please contact the Company’s registrar, Capita Asset Services, on 0871 664 0300 (calls cost 12p per minute plus network extras, lines are open 9.00am-5.30pm Mon-Fri). Design: mediasterling.com Production: sterlingfp.com This annual report is printed using vegetable inks on paper from an ISO 14001 certified manufacturer, and is made with ECF pulp sourced from carefully managed and renewed forests. 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 1 Annual Report and Accounts 2016 Johnson Service Group PLC 1 10 12 16 29 33 34 49 50 51 61 97 98 99 Financial Review Corporate Social Responsibility Statement Principal Risks and Uncertainties Audit Committee Report Nomination Committee Report Board Report on Remuneration Consolidated Balance Sheet Consolidated Statement of Cash Flows Statement of Significant Accounting Policies Notes to the Consolidated Financial Statements Company Statement of Cash Flows Statement of Significant Accounting Policies Notes to the Company Financial Statements 02 04 06 08 20 21 23 24 41 47 48 48 93 95 95 96 Group Overview and Highlights Strategic Review Chairman’s Statement Chief Executive’s Operating Review Board of Directors Directors’ Report Directors’ Responsibilities Statement Corporate Governance Report Consolidated Independent Auditors’ Report Consolidated Income Statement Consolidated Statement of Comprehensive Income Consolidated Statement of Changes in Shareholders’ Equity Company Independent Auditors’ Report Company Statement of Comprehensive Income Company Statement of Changes in Shareholders’ Equity Company Balance Sheet 106 107 Financial Calendar Notice of Annual General Meeting S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 2 2 Johnson Service Group PLC Annual Report and Accounts 2016 GROUP OVERVIEW AND HIGHLIGHTS THE LEADING PROVIDER OF WORKWEAR, LINEN RENTAL AND LAUNDRY SERVICES THROUGHOUT THE UK. Apparelmaster The UK’s market leading workwear rental, protective wear and workplace hygiene services provider with over 40,000 UK-based customers operating across a wide cross-section of industries. www.apparelmaster.co.uk Afonwen Afonwen is one of the UK's largest laundry and linen hire companies, focused exclusively on the hotel industry, delivering and collecting over 3 million items a week. www.afonwenlaundry.com Stalbridge Providing a wide range of high quality products to the premium hotel, catering and corporate hospitality markets, including chefswear, crisp white bed linen, fluffy towels and a range of table linen. London Linen London Linen provides an extensive range of table linen, napkins and chefs’ wear to the restaurant, catering and hospitality market on a national basis. www.londonlinen.co.uk www.stalbridge-linen.com Bourne Providing high quality linen to a cross section of hotels, including city and town centre establishments, holiday village resorts and many hotels in the rapidly growing budget hotel sector. www.bournegroup.co.uk 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 3 Annual Report and Accounts 2016 Johnson Service Group PLC 3 ANOTHER YEAR OF SIGNIFICANT PROGRESS OPERATIONAL HIGHLIGHTS Strategic acquisitions of Zip Textiles, Afonwen and Chester Textiles Successful placing of 33.1 million new shares, raising net proceeds of £28.7 million Amended Bank Facility providing significant headroom for future investment Textile Rental performed ahead of management expectations with high levels of customer retention Disposal of retail Drycleaning business in January 2017 1 From continuing operations 2 Before charging £6.9 million (2015: £3.5 million) of amortisation and impairment of intangible assets (excluding software amortisation) and net exceptional items of £1.0 million (2015: £2.5 million) 256.7m REVENUE 1 Increased to £256.7m (2015: £188.2m) 2016 2015 +36.4% 37.7m 33.8m ADJUSTED OPERATING PROFIT 1, 2 Increased to £37.7m (2015: £25.9m) ADJUSTED PROFIT BEFORE TAXATION 1, 2 Increased to £33.8m (2015: £23.3m) 2016 2015 29.8m OPERATING PROFIT 1 Increased to £29.8m (2015: £19.9m) 2016 2015 +49.7% 7.6p 25.9m PROFIT BEFORE TAXATION 1 Increased to £25.9m (2015: £17.3m) 2016 2015 2.5p ADJUSTED FULLY DILUTED EPS 1, 2 Increased to 7.6p (2015: 5.8p) FULL YEAR DIVIDEND Increased to 2.5p (2015: 2.1p) 2016 2015 +31.0% 2016 2015 +45.6% 2016 2015 +45.1% +49.7% +19.0% S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 4 4 Johnson Service Group PLC Annual Report and Accounts 2016 STRATEGIC REVIEW TIM MORRIS ENTIRELY FOCUSED ON TEXTILE RENTAL The Strategic Report comprises the Group Overview and Highlights, the Strategic Review, the Chairman’s Statement, the Chief Executive’s Operating Review, the Financial Review, the Corporate Social Responsibility Statement and the Principal Risks and Uncertainties. Principal Activities and Business Overview Johnson Service Group PLC (the ‘Company’) is incorporated and domiciled in the UK, its registered number is 523335 and the address of its registered office is Johnson House, Abbots Park, Monks Way, Preston Brook, Cheshire, WA7 3GH. The Company is a public limited company and has its primary listing on the AIM division of the London Stock Exchange. The Company and its subsidiaries (together, the ‘Group’) provide textile rental and related services across the UK. The Group is the leading supplier of workwear and protective wear in the UK with over 40,000 customers, offering these services through the Apparelmaster brand. The Group also provides premium linen services for the hotel, restaurant and catering markets through the Stalbridge, London Linen, Bourne and Afonwen brands. The Group also provided retail drycleaning, laundry and ironing services and other associated services prior to the disposal of its drycleaning business on 4 January 2017. Mission: Enable our people and businesses to achieve their true potential from a stable financial platform. Vision: Achieve and maintain market leadership in all areas in which we have a major focus. Values: ➔ To behave, and to be recognised, as a good citizen in the communities in which our businesses operate. ➔ To believe in the talents and energy of those who work in our businesses, to encourage them wherever possible to take responsibility and to give them the power to follow through on the decisions they take. Targets: ➔ Be recognised as market leader across all our brands. ➔ Provide leading edge customer service in all of our businesses. ➔ Continuously strive to minimise the environmental impact of our operations. ➔ Increase Total Shareholder Return (‘TSR’) over the longer term. Our Business Model For some time now, the Board’s strategy has been to focus the Group on our core business of Textile Rental. The disposal of the Facilities Management division in August 2013, followed by the acquisitions of Bourne, London Linen, Ashbon, Zip, Afonwen and Chester, together with the disposal of the Drycleaning business announced in January 2017, represent the major steps in achieving this goal. The Group’s business model, which supports this strategy and aims to increase both profitability and shareholder value, focuses on delivering exceptional customer service across all of our businesses in order to increase customer satisfaction and loyalty and attract new customers. Key to this is our biggest asset, our employees, who are the face of our business. The investment we make in the training and development of our employees supports our business model and we seek the views and opinions of employees, at all levels, to continuously develop the way we operate such that we support our people and the operations of the Group. In addition to growing organically, we continue to actively pursue strategic acquisition opportunities and to identify businesses which broaden our services, geographic spread and which add value for Shareholders. Key Performance Indicators (‘KPIs’) The Group refers to certain KPIs to assess the performance of the Group as a whole, and of the various businesses. Further details of the KPIs are set out within the Financial Review on page 11. Future Prospects All companies with a Premium Listing of equity shares in the UK are required, under the Listing Rules, to comply with the Financial Reporting Council’s UK Corporate Governance Code (the ‘Code’). The Code is intended to enhance the quality of information investors receive about the long-term health and strategy of listed companies, and raises the bar for risk management. 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 5 Annual Report and Accounts 2016 Johnson Service Group PLC 5 ➔ the diverse and unrelated nature of the Group’s customer base limits concentration of credit risk; ➔ the Group has prepared a three year financial budget, which has been reviewed, challenged, stress tested under a wide range of reasonably possible scenarios and approved by the Board; ➔ the Group continuously strives to seek out and invest in plant and equipment that will help drive operational efficiencies; ➔ a significant number of the Group’s key processing facilities are owned on either a freehold or long leasehold basis thereby providing security of tenure; ➔ the wide geographic spread of processing sites mitigates the effect of a loss of any single processing facility (as demonstrated during the year following serious flood damage at one of our Apparelmaster sites) and, furthermore, appropriate insurance cover is in place such that the increased cost of working following a loss of processing capacity may, in some circumstances, be recovered; and ➔ the Group continuously reviews the adequacy and strength of its management teams to ensure that appropriate experience and training is given and develops succession planning as part of the development programmes for our people. Although the Board is confident of the future prospects of the Group, there remain a number of risks and uncertainties, which are often beyond the control of the Directors, which could mean that actual results and events may differ from those budgeted. Strategic Report Approval The Strategic Report, outlined on pages 2 to 19, incorporates the Group Overview and Highlights, the Strategic Review, the Chairman’s Statement, the Chief Executive’s Operating Review, the Financial Review, the Corporate Social Responsibility Statement and the Principal Risks and Uncertainties. By order of the Board Tim Morris Company Secretary 28 February 2017 OUR TARGETS TO BE RECOGNISED AS MARKET LEADER ACROSS ALL OF OUR BRANDS. TO PROVIDE LEADING EDGE CUSTOMER SERVICE IN ALL OF OUR BUSINESSES. TO CONTINUOUSLY STRIVE TO MINIMISE THE ENVIRONMENTAL IMPACT OF OUR OPERATIONS. TO INCREASE TOTAL SHAREHOLDER RETURN (‘TSR’) OVER THE LONGER TERM. As a Company trading on AIM, we are not required to comply with the Code, however, the Board is acutely aware that an understanding of the future prospects of the Group is of vital importance to all stakeholders. As a consequence a statement, on behalf of the Board, is set out below on the future prospects of the Group. “The Directors confirm that, based upon the information and knowledge of which they can be reasonably expected to be aware, they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due for a period of not less than 36 months from the date of this report”. Whilst the Directors expect the future prospects of the Group to extend beyond the 36 month period referred to above, this period has been selected, for the purpose of this statement, as: ➔ it is concurrent with the Group’s strategic budgeting process; ➔ it is consistent with the average contract life of key customers, which provide stable revenue streams, being approximately 36 months; ➔ the Group has committed banking facilities covering this period; and ➔ projections looking out further than 36 months become significantly less meaningful in the context of the Group’s operations and markets. The Directors do not believe, having taken into consideration the principal risks and uncertainties facing the Group (as set out on pages 16 to 19) and, inter alia, the points set out below, that the trading performance and cash generation of the Group will be materially adversely affected within that time frame, as: ➔ the Group has a committed bank facility, with significant headroom both in terms of covenant compliance and availability, through to April 2020 which is considered to be sufficient to meet the Group’s current funding requirements throughout the period; ➔ interest rate risk is mitigated through two hedging arrangements which replace LIBOR with fixed rates of 1.4725% and 1.665%, each over a £15.0 million tranche of borrowings until January 2019 and January 2020 respectively, and two further hedging arrangements which replace LIBOR with fixed rates of 0.49% and 0.5525%, each over a £10.0 million tranche of borrowings until June 2018 and June 2019 respectively, providing certainty over part of the Group’s interest cash flows; ➔ our diversified customer base, the majority of which have a formal contract in place with varying expiry dates of up to five years, provides a secure future income stream whilst at the same time ensuring that the loss of any single key customer would not materially impact the Group’s future trading performance and cash flows; S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 6 6 Johnson Service Group PLC Annual Report and Accounts 2016 CHAIRMAN’S STATEMENT PAUL MOODY OUR STRONG PERFORMANCE CONTINUES I am delighted to report that the Group as had another year of significant progress, delivering a result well ahead of 2015. Financial Results Total continuing revenue for the year to 31 December 2016 increased by 36.4% to £256.7 million (2015: £188.2 million), reflecting the acquisitions of Zip Textiles in January 2016 and Afonwen and Chester Textiles in April 2016 as well as the full year benefit of acquisitions completed in 2015. Continuing adjusted operating profit increased by 45.6% to £37.7 million (2015: £25.9 million). Net exceptional items from continuing operations were £1.0 million (2015: £2.5 million) and included £1.2 million of acquisition and subsequent restructuring and integration activity, £0.3 million of costs relating to liability management exercises undertaken to reduce the defined benefit pension liabilities, and a gain of £0.5 million on the disposal of a vacated Textile Rental site in Leeds. Amortisation and impairment of intangible assets (excluding software amortisation) increased to £6.9 million (2015: £3.5 million). The increase reflects the impact of acquisitions completed in 2015 and 2016. The total finance cost was £3.9 million (2015: £2.6 million) and reflects an increase in net debt following the acquisitions made in the year. The cost includes the non- cash charge for notional interest on the net pension liabilities of £0.6 million (2015: £0.6 million). Continuing adjusted profit before taxation increased by 45.1% to £33.8 million (2015: £23.3 million) whilst continuing profit before taxation increased by 49.7% to £25.9 million (2015: £17.3 million). The effective tax rate on adjusted profit before taxation was 19.8% (2015: 19.7%). After the amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items noted above, the post-tax profit from continuing operations increased by 50.4% to £20.9 million (2015: £13.9 million). Continuing adjusted fully diluted earnings per share increased by 31.0% to 7.6 pence (2015: 5.8 pence). Fully diluted earnings per share from continuing operations after exceptional items increased by 37.2% to 5.9 pence (2015: 4.3 pence). Disposal of Drycleaning On 4 January 2017, we completed the disposal of Drycleaning for a consideration of £8.25 million on a debt free, cash free basis and subject to adjustments for normalised working capital (‘Disposal’). The initial proceeds of the Disposal, net of transaction costs of £0.5 million, were £6.25 million, with up to a further £1.0 million of contingent consideration potentially receivable within 12 months of completion, dependent on the satisfaction of certain conditions. Drycleaning is included in the December 2016 Balance Sheet as “assets classified as held for sale” and “liabilities directly associated with assets classified as held for sale”. The anticipated loss on disposal of £2.0 million has been reflected as an impairment of goodwill as at December 2016 and is shown within Discontinued Operations. The disposal of Drycleaning was in line with the Board’s strategy over the last four years to focus the Group’s activities on, and to expand, the higher margin Textile Rental activities. Dividend The Board is pleased to recommend an increased final dividend of 1.70 pence per share (2015: 1.45 pence), which reflects the Group’s strong performance and confidence in the future prospects of the business. Together with the interim dividend, this takes the total dividend for the year to 2.50 pence per share (2015: 2.10 pence), an increase of 19.0% year-on-year. The proposed final dividend, if approved by Shareholders, will be paid on 12 May 2017 to Shareholders on the register at close of business on 18 April 2017. The ex- dividend date is 13 April 2017. 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 7 Annual Report and Accounts 2016 Johnson Service Group PLC 7 Post-Retirement Benefits The recorded net deficit after tax for all post-employment benefit obligations increased to £14.8 million at 31 December 2016 from £13.0 million at 31 December 2015. The increase reflects a reduction in the discount rate together with an increase in assumed inflation applied to the liabilities of the scheme offset, in part, by strong asset returns. Asset allocation remains under constant review with the Trustee. Changes are made to more appropriately match assets against the remaining scheme liabilities and to reduce interest rate and inflation risks to a more acceptable level when market dynamics change. Deficit recovery payments, which are made in equal monthly instalments, amounted to an aggregate £1.9 million in 2016 (2015: £1.9 million), as agreed with the Trustee following the completion of the triennial valuation as at 30 September 2013. This level of monthly deficit recovery payments will continue until the triennial valuation as at 30 September 2016 is finalised and any changes to the recovery plan are agreed with the Trustee. In addition to the normal monthly payments, we will pay an additional £1.5 million into the Scheme on 3 April 2017 utilising part of the proceeds from the disposal of Drycleaning. The notional interest charge, which is non-cash, totalled £0.6 million in 2016 (2015: £0.6 million). The charge for 2017, which is dependent upon the level of the accounting deficit at 31 December 2016, is expected to be £0.5 million. Cash Flow and Banking Total net debt at the year end stood at £98.2 million (31 December 2015: £71.2 million), which was better than expected. The Group’s strong trading performance and the equity raise of £28.7 million, in April 2016, helped to offset both the acquisitions we made in the year and our significant investment in capital expenditure across the business. Interest cover, based on adjusted operating profit and excluding notional interest, is 11.4 times (2015: 13.0 times). The Group remains well funded. A revolving bank credit facility of £120.0 million was agreed in April 2016 and runs to April 2020. An additional £30.0 million short term facility, which was due to expire in April 2017, was repaid early in February 2017, as the remaining facility is considerably in excess of the current anticipated level of borrowings. Interest payable on bank borrowings is based upon LIBOR plus a margin which is linked to gearing levels. The applicable margin during 2016 was, on average, 1.67% and will remain at a similar level for at least the first quarter of 2017. We have mitigated our exposure to increases in LIBOR rates through the use of interest rate hedging. Two hedging arrangements, each for £15.0 million of borrowings, are in place whereby LIBOR is replaced by a fixed rate of 1.47% for the period January 2016 to January 2019, and 1.67% for the period January 2016 to January 2020. Two further hedging arrangements, each for £10.0 million, were entered into at the end of June 2016 whereby LIBOR is replaced by a fixed rate of 0.49% to June 2018 and 0.55% to June 2019. Employees The Board would like to acknowledge our employees across the Group. They have worked with skill, enthusiasm and dedication and have helped to deliver another year of significant progress. Outlook The Group is well placed for the future, with strong brands and a reputation for delivering excellent customer service. We are also investing regularly in new and modern equipment which delivers productivity and efficiency improvements. The successful integration of our recent acquisitions is enabling us to realise distribution and synergy efficiencies and to expand our services over a wider geographical area. The Group’s Balance Sheet is strong and leaves us well placed to look for further opportunities to acquire complementary businesses and to consider medium term investment opportunities for increasing capacity to meet the longer term growth potential of our customers. The Group’s performance since the year end has been in line with management expectations. Paul Moody Chairman 28 February 2017 “THE GROUP IS WELL PLACED FOR THE FUTURE, WITH STRONG BRANDS AND A REPUTATION FOR DELIVERING EXCELLENT CUSTOMER SERVICE” S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 8 8 Johnson Service Group PLC Annual Report and Accounts 2016 CHIEF EXECUTIVE’S OPERATING REVIEW CHRIS SANDER 2016 HAS SEEN SIGNIFICANT GROWTH These are strong results, with profit delivery ahead of original market expectations, reflecting both encouraging organic growth and the benefits of recent acquisitions. These acquisitions have expanded our geographic coverage and helped to further build our presence in specific market segments, especially high volume linen. We expect further benefits to come from our acquisitions as we complete the integration and investment programme. Looking ahead, the Group is very well positioned for the new financial year and performance to date has been in line with our expectations. The disposal of Drycleaning in January leaves us focused on driving the growth of our higher margin Textile Rental activities and we will continue to look at further complementary acquisitions and investment opportunities. Following the disposal of Drycleaning, the Group is now entirely focused on its Textile Rental activities, which trade through five well-known brands and address the Workwear and the Hotel, Restaurant and Catering (‘HORECA’) market sectors in the UK. ‘Apparelmaster’ is the leading brand in the UK Workwear Rental and Industrial Services sector while ‘Stalbridge’, ‘London Linen’, ‘Bourne’ and ‘Afonwen’ are amongst the leading brands in the much larger, and more diverse, HORECA market. The Group’s strategy is to combine organic growth with selective acquisitions, including those targeted at expanding our geographical reach, and this has helped to drive a 36.4% increase in revenues to £256.7 million (2015: £188.2 million) with adjusted operating profit rising by 41.8% to £41.7 million (2015: £29.4 million). The acquisitions we completed in 2015 and 2016 made earnings enhancing contributions and we have also been able drive synergies and cost benefits. This has helped to improve the operating margin to 16.2% from 15.6%. The Apparelmaster business performed very strongly in a competitive market environment and has delivered year- on-year growth. This was helped by a number of major new sales wins, as well as the sale of additional products and services to existing customers. Smaller workwear accounts form a key part of our business and, over the course of the year, the sales team secured a significant number of these smaller accounts, which have been absorbed by our existing route network. The additional new sales required us to transfer work between units to maintain service levels and cost structures. During the year, we were also pleased to have successfully renewed agreements with a large number of national contracts. As previously reported, the Lancaster factory suffered major flood damage in the latter part of 2015 and was closed for an extensive refit for the majority of 2016. All processing at Lancaster was transferred to alternative factory units under our well organised disaster recovery plan and it is testimony to the ability of our people that the Lancaster factory achieved the highest levels of customer retention across the entire factory network. The factory was subsequently reopened in September 2016 and has been operating well since then. Our investment across the business in more modern and efficient machinery clearly assisted in the disaster recovery processes at Lancaster. The resultant improvements in production efficiencies have helped to mitigate the additional costs arising from the National Living Wage and energy price increases. We have initiated new capital investment programmes at our factories in Basingstoke, Letchworth, Hadleigh and Manchester which will further improve operational efficiencies while creating additional capacity to meet future growth expectations. 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 9 Annual Report and Accounts 2016 Johnson Service Group PLC 9 256.7m Textile Rental revenue Increased 36.4% from £188.2m in 2015 41.7m Textile Rental adjusted operating profit Increased 41.8% from £29.4m in 2015 IT support and technology remains a focus and we have integrated a number of sales and service processes with customer-facing tablet technology. We have also launched a new website which provides a platform for further online self-help services for customers. Our capital investment strategy combined with operational improvement plans have resulted in Apparelmaster more than meeting the standards required under the Government CCA (Climate Change Agreement) which expires in 2020. Our in-house training academy provides opportunities for further staff development and improves the skill base of the business. In 2017, we will be using a dedicated external training provider to complement our academy and to ensure that Apparelmaster maintains its market- leading reputation for service excellence. In restaurant and catering, Stalbridge had a very strong 2016, with revenue and margin increasing substantially. This was helped by the successful integration of Ashbon Laundry, in Grantham, which we completed by June 2016, having acquired the business in November 2015. Stalbridge also achieved a high level of new sales and improved customer retention rates. All these factors contributed to an impressive organic growth rate. The integration of Ashbon Laundry involved a significant amount of work transfer, in particular from our Dorset facility to the Grantham factory. This transfer has improved efficiency in collection and delivery and substantially reduced operating costs when the Nuneaton depot closed. The transfer, and the implementation of Stalbridge production and IT processes at the Ashbon factory, were carried out very effectively in the first half, with little disruption to the service to customers. In addition, we also transferred work to Dorset from London Linen customers west of Swindon, thereby utilising the newly available capacity and reducing transport costs. In the first quarter of 2016, we successfully implemented a new prospect database and sales management system. These improvements are helping to develop sales, with some of the changes in the competitive landscape favouring the contract-free, flexible and responsive approach that Stalbridge offers. We have also added new products to the contract-free range offered by Stalbridge and our marketing activity is increasing our reach and the range of customers we supply. In the early part of 2016, we invested in new equipment at our plants in Glasgow and Grantham, adding a new continuous batch washer and ironing lines as well as new towel folders at Glasgow. The new equipment has created additional capacity and will support ongoing sales growth and improved efficiencies. London Linen has continued to perform well and the transfer of some of its work to Stalbridge’s facilities has enabled it to further focus on the opportunities in the London market. New sales were strong, particularly in the second half of the year, and the business also continued to expand its sales within the existing customer base. Customer retention also improved. Our £4.5 million investment in London Linen’s Southall plant, which commenced in August 2016, is nearing completion and we expect the new facilities to be operational in April 2017. The investment will improve the site’s capacity and productivity. We are continuing to invest in other technology, including electronic inspection systems, which will improve consistency and productivity. We have made significant strategic progress in developing our high volume linen offering since the acquisition of Bourne Textile Services in 2014, making a further three high quality acquisitions in 2016. In January 2016, we acquired Zip Textiles, a major linen supplier operating a modern, fully automated production facility on an impressive freehold site in central Birmingham, which has seen considerable investment in recent years. The acquisition provided immediate synergies with Bourne, based nearby in Lincolnshire. In April 2016, we completed our largest acquisition to date in the high volume linen rental market, with the purchase of Afonwen. This family owned business has operational facilities in North Wales, Cardiff and Reading and a depot in Leeds. At the same time, we acquired a smaller complementary operation, Chester Textiles. The addition of Chester Textiles enables the enlarged business to better service customers throughout the North West of England and will add capacity and improve operational performance as we meet the growing needs of the high volume linen rental market. The integration of the newly acquired businesses into a single business model is ongoing. In addition, we have rebranded Zip Textiles and Chester Textiles and they now trade respectively under the Bourne and Afonwen brands. Linen processing is being aligned to the nearest production facility, which will optimise service for all customers. During the second half of the year the business successfully re-tendered a number of national accounts with major UK hotel chains, with the Group’s future business strategy being well received. We are exploring further opportunities to realise the full potential of improved purchasing synergies and are also looking at geographic allocation of volumes to further improve transport efficiencies. Chris Sander Chief Executive Officer 28 February 2017 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 10 10 Johnson Service Group PLC Annual Report and Accounts 2016 FINANCIAL REVIEW YVONNE MONAGHAN 2016 HAS SEEN SIGNIFICANT FURTHER INVESTMENT ACROSS THE BUSINESS This Financial Review should be read in conjunction with the Group Results, the Chairman’s Statement and the Chief Executive’s Operating Review, which set out comments on revenue, earnings and dividends. Overview Revenue and adjusted profit before taxation from continuing operations increased significantly in 2016 through a combination of acquisitions and organic growth. Details of the segmental results are given in note 1 of the Consolidated Financial Statements. The sale of Drycleaning was completed on 4 January 2017 and the results for 2016, along with the anticipated loss on disposal, have been recognised within Discontinued Operations, with 2015 results being restated accordingly. The Drycleaning business is recorded as ‘assets classified as held for sale’ and ‘liabilities directly associated with assets classified as held for sale’ on the Balance Sheet at 31 December 2016. Taxation The tax rate on adjusted operating profit from Continuing Operations, excluding exceptional items and the amortisation and impairment of intangible assets (excluding software amortisation), was 19.8% (2015: 19.7%) and below the effective tax rate of 20.0% (2015: 20.25%) due to the recognition of prior year credits. We would expect our tax rate to increase to a more normal rate in 2017 and be slightly above the effective rate of 20%. Cash Flow We continue to generate strong cash flows with net cash generated from operating activities increasing by 54.5% to £72.6 million (2015: £47.0 million). Of this cash generation we invested £20.8 million in the purchase of property, plant and equipment including finance lease capital payments. We invested £58.0 million, net of cash acquired, in the acquisitions of Zip Textiles, Chester Textiles and Afonwen, all businesses serving the hotel, restaurant and catering linen market. An equity raising in April 2016 raised £28.7 million of net cash, allowing us to reduce our gearing levels during the year and providing headroom for further investment. Bank Facilities and Finance Costs The Group’s bank facility was renewed in April 2016 with the incumbent banks. The new facility comprised a Revolving Credit Facility (‘RCF’) of £120.0 million running to April 2020 together with a short term £30.0 million RCF which was repaid and cancelled in February 2017. The current facility provides headroom both in terms of covenant compliance and availability to allow further investment to be made in the Textile Rental business. Hedging arrangements were entered into to provide some certainty over future borrowing costs. Two hedges, each of £15.0 million, serve to swap LIBOR rates for 1.47% to January 2019 and 1.665% to January 2020. Further hedges were put in place in June 2016 whereby two tranches of £10.0 million were covered by fixed rate hedges at 0.49% to June 2018 and by 0.5525% to June 2019. The unhedged borrowings will be subject to LIBOR at market rates at the point of drawdown. Interest charges include an average margin of 1.67%, for 2016. The margin is subject to a quarterly covenant test and is dependent upon the gearing ratio at each quarter end and, based on the actual gearing ratio at December 2016 will remain at a similar rate for the first quarter of 2017. Total finance costs in 2016 included £0.6 million (2015: £0.6 million) of notional interest (non-cash) on post- employment benefit obligations. This cost is fixed at the start of each year and is dependent on the level of the pension deficit at the previous year end. The cost for 2017 is estimated to be £0.5 million. 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 11 Annual Report and Accounts 2016 Johnson Service Group PLC 11 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 256.7m Revenue Increased from £188.2m in 2015 37.7m Adjusted operating profit Increased from £25.9m in 2015 7.6p Adjusted fully diluted earnings per share Increased from 5.8p in 2015 72.6m Net cash generated from operations Increased from £47.0m in 2015 The bank covenants within the facility agreement measure interest cover and gearing ratios and contain some restrictions on pension fund deficit recovery payments. Investment in Textile Rental Items Spend on textile rental items increased to £34.5 million (2015: £27.5 million) reflecting the larger size of the business following recent acquisition activity. Making adequate investment in new textile rental items is a key part of providing a high quality service to our customers. Defined Benefit Pension Scheme Liabilities As at 31 December 2016, the scheme’s assets had increased by £19.1 million, to £211.5 million with strong returns from investments being significantly higher than the value of the benefits paid. The net deficit has increased by £2.3 million to £17.0 million, primarily driven by a reduction in the discount rate applied in the calculation of scheme liabilities. The next triennial valuation of the scheme, as at 30 September 2016, will be finalised in 2017. In the meantime, we are committed to pay £1.9 million per annum in deficit recovery payments, in equal monthly instalments. An additional deficit contribution of £1.5 million is to be paid into the scheme on 3 April 2017, utilising part of the proceeds from the disposal of Drycleaning. Clearly, the deficit calculated under both the provisions of IAS19(R) and under the statutory funding objective is sensitive to changes in the discount rate, based on corporate bond or gilt yields as appropriate. The asset allocation of the scheme is kept under review so that the impact of a reduction in the discount rate and an increase in inflation is, at least in part, offset by a corresponding increase in asset values. In addition the review also considers alternative asset classes which earn a reasonable level of return but with lower volatility. Balance Sheet Net assets of the Group have increased to £147.1 million (2015: £106.8 million) through a combination of retained earnings and new equity. The distributable reserves of the Parent Company are set out in the Company Statement of Changes in Shareholders’ Equity on page 95 and are not expected to influence the determination of future dividend payments. Key Performance Indicators (‘KPIs’) The main KPIs used as part of the assessment of performance of the Group, and of the individual business, referred to within this Financial Review, Group Results, Chairman’s Statement, Chief Executive’s Operating Review or segmental information on pages 61 to 63 are growth in revenue, adjusted operating profit and adjusted fully diluted earnings per share from Continuing Operations. Non-financial KPIs include our employee and customer survey results and customer retention statistics. Summary We have made further significant investments in our Textile Rental business during the year and the disposal of the Drycleaning business just after the year end has focused the Group entirely on the Textile Rental market. We are well placed to pursue further opportunities in Textile Rental over the coming months. Yvonne Monaghan Chief Financial Officer 28 February 2017 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 12 12 Johnson Service Group PLC Annual Report and Accounts 2016 CORPORATE SOCIAL RESPONSIBILITY STATEMENT OUR DUTY TO SHAREHOLDERS We recognise our duty to stakeholders to operate the business in an ethical and responsible manner. We are committed to developing our Corporate Social Responsibility (‘CSR’) agenda, recognising that it can play a major part in leading and influencing all of our people and operations. We work to ensure that we provide the right resources, energy and focus to meet the expectations of all of our stakeholders in relation to CSR. This report does not contain information about any policies of the Group in relation to human rights issues since it is not considered essential for an understanding of the development, performance or position of the Group’s activities. Work Place We recognise that our people are key to the success of the Group and we value the contribution of each and every one of our employees. We strive to create an inspiring working environment where everyone is engaged and motivated. Employment Policies The employment policies of the Group embody the principles of equal opportunity and are tailored to meet the needs of its different businesses and the locations in which they operate. The Group’s employment policies and procedures are described in detail in its Staff Handbook, a copy of which is available to all employees. This Handbook takes account of relevant employment legislation and best practice. New policies, procedures and related training are developed and delivered as required. Code of Ethics and Bribery The Group has a written code on business ethics (the ‘Ethics Code’), which is reviewed regularly by the Board and sets out guidelines for all employees to enable the Group to meet the highest standards of conduct in business dealings, including those with overseas suppliers. On joining the Group, whether by way of acquisition or otherwise, all employees are made aware of these standards and procedures to ensure compliance is achieved. Senior employees are required to sign an annual statement of compliance with the Ethics Code. A dedicated and confidential Whistleblowing hotline service is available to employees should anyone wish to report perceived improprieties. Arrangements are in place to ensure that any reports are followed up and the appropriate action taken. The Group’s anti-bribery policy sets out how employees must act to ensure that our zero tolerance approach to bribery and corruption is upheld. Modern Slavery Act (the ‘Act’) Our business principles lay down the standards we set ourselves to ensure we operate lawfully, with integrity and with respect for others. As part of this, we are committed to implementing and enforcing effective systems and controls to ensure slavery and human trafficking is not taking place anywhere in our supply chain or in any part of our business. We fully acknowledge our responsibility to respect human rights as set out in the International Bill of Human Rights and we are also committed to implementing the United Nations Guiding Principles on Business and Human Rights throughout our operations. Wherever possible, we expect suppliers to have suitable anti-slavery and human trafficking policies and processes within their businesses and to cascade those policies to their own suppliers. Our standard supplier contractual terms and conditions are being revised to include a 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:47 Page 13 Annual Report and Accounts 2016 Johnson Service Group PLC 13 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I provision requiring suppliers (and each of their sub- contractors) to comply with the Act. The standards we expect will address a broad spectrum of working conditions including fair remuneration, working hours, no child labour, respect, non-discrimination, health, safety and wellbeing, as well as freedom from forced labour. As part of any tender process, we will ask prospective suppliers to confirm compliance with the Act at the pre- qualifying questionnaire stage. We will not progress to working with any supplier which does not comply with the Act. We will also commence an audit programme, initially on a risk based approach, within our existing supply chain to verify compliance with the Act and throughout the life cycle of any supply agreement we reserve the right to conduct audits on our supplier contracts. We will assess any instances of non-compliance on a case-by-case basis, taking any remedial action accordingly. All new employees are subject to pre-employment checks to confirm their identity and eligibility to work in the UK prior to their starting work within the Group. Information is provided to all employees on their statutory rights including sick pay, holiday pay and any other benefits they may be entitled to by virtue of their employment. We pay all directly employed labour at least the living or minimum wage, as appropriate. Where recruitment agencies are used, we ensure they comply with all legal requirements. These procedures collectively help to address our on-going commitment to protect our employees’ human rights and the elimination of all forms of forced and compulsory labour. To ensure a high level of understanding of the risks of modern slavery and human trafficking in our supply chain and our business, all Directors have been briefed on the subject and we provide training to relevant members of staff. Through this training, as well as through Group wide internal communications, all employees are encouraged to identify and report any potential or actual wrongdoing that they consider to be negligent, improper or illegal via a dedicated and confidential Whistleblowing hotline, which is available 24 hours a day. Diversity We are committed to equal opportunities and the creation of an entirely non-discriminatory working environment. The aim of our diversity policy is to ensure that no job applicant, or employee, receives less favourable treatment because of, amongst other matters, gender, marital status, race, age, sexual orientation, religion, belief or disability. All decisions are based on the merits of the individual concerned. The Group is dedicated to undertaking its business operations in a way which respects individual human rights, treats individuals with dignity and allows freedom of association. Procedures are in operation to support the Group’s policy that disabled persons, whether registered or not, shall be considered for employment and subsequent training, career development and promotion on the basis of their aptitudes and abilities. Where members of staff become disabled every effort is made to ensure that they are retrained according to their abilities. Health and Wellbeing In order to meet employees’ needs for support both at work and at home the Group offers occupational health benefits across its businesses. Employee Communication Each business takes responsibility for fostering employee engagement through appropriately structured communications, training and incentive arrangements. Employee views are sought by management and taken into consideration when making decisions that may affect the employees’ interests. A broader understanding of the Group and opportunities within it are made available to employees through a Group wide magazine. 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:48 Page 14 14 Johnson Service Group PLC Annual Report and Accounts 2016 CORPORATE SOCIAL RESPONSIBILITY STATEMENT CONTINUED Share Schemes The Group’s ongoing desire for employees to be able to share in the performance and success of the Group as a whole is afforded through an approved Sharesave Plan, which has now operated for over 20 years. Environment We recognise our responsibilities to achieve good environmental practice and to continue to strive for improvement in areas of environmental impact. Our approach is to work through education, communication and direct action wherever possible. Board Responsibility The Board is aware of its responsibilities with regard to the environment, receives regular reports on all environmental matters and has nominated Chris Sander, Chief Executive Officer, as the Director responsible for such matters. Environmental Risk Assessment Potential areas of risk are identified through the Group’s risk assessment programme and mitigated wherever possible. Each business undertakes quantitative audits which enable a measure of environmental improvement to be made. The Operating Companies have achieved, or are working towards, ISO 14001:2004 Environmental Management System Certification. Greenhouse Gas Emissions & Carbon Footprint The Group is party to a Climate Change Agreement (CCA), is constantly looking for new ways to reduce its carbon footprint and has put various initiatives in place, including continued investment in energy efficient capital equipment and the gradual rollout of passive ultra low energy LED lighting. Furthermore, the majority of cars available to employees as part of the Group’s car scheme are currently subject to a CO2 restriction of 130g/km. The average CO2 of our non-commercial fleet as at the end of 2016 reduced to 103g/km from 104g/km at the end of 2015 with 82% (2015: 76%) of vehicles having a CO2 of less than 110g/km. Further detail is provided in the table below: CO2 Emissions (g/km) 2016 2016 Cum. 2015 2015 Cum. < 95 96 to 110 111 to 130 131 to 160 22% 60% 14% 4% 22% 26% 82% 50% 96% 20% 26% 76% 96% 100% 4% 100% Community The Group believes that the interests of responsible businesses need to be aligned to the interests of the local communities where they operate and to that end, give back to the community where we can, contributing to charitable causes and local groups. Health and Safety The Board is aware of its responsibilities on all matters relating to the health, safety and welfare of employees, visitors and customers on Group premises, and to others affected by the Group’s activities. Board Responsibility The Board takes its responsibilities seriously with regard to health and safety and has nominated Chris Sander, Chief Executive Officer, as the Director responsible for such matters. Health and safety matters are a permanent agenda item at all Group and subsidiary Board Meetings. A summary report outlining the Group’s activities is provided on a regular basis for Group Board Meetings, including up to date statistics relating to accidents and incidents that have occurred since the last report. Health and Safety Policies All of our businesses are required to have clearly defined health and safety policies and procedures relevant to their operations and risks. They are required to implement all defined policies and procedures into the work environment which are audited annually by Group representatives to ensure that they are fit for purpose. These audits, the results of which are notified to the Board, are in addition to each business’ own protocols. The Group health and safety policy statement is brought to the attention of all employees and copies of the statement are available upon request to all interested parties. Safety Management Systems Each business has developed a safety management system appropriate to their operations and in accordance with either HS(G)65 or OHSAS 18001. All of our businesses have arrangements in place to consult with employees on matters which may affect their health and safety. The Group is in regular contact with regulatory bodies both directly, and via industry trade associations. The health and safety performance of each business is collectively benchmarked against other companies operating in similar business sectors. All new companies acquired by the Group undergo a stringent audit of their Safety Management Systems to establish compliance with appropriate legislation and Group policy. 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:48 Page 15 Annual Report and Accounts 2016 Johnson Service Group PLC 15 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:48 Page 16 16 Johnson Service Group PLC Annual Report and Accounts 2016 PRINCIPAL RISKS AND UNCERTAINTIES “We believe that effective risk management is critical to the achievement of our strategic objectives and the long term sustainable growth of our business. The Board continues to take a proactive approach to recognising and mitigating risk with the aim of protecting its employees and customers and safeguarding the interests of the Group and its stakeholders”. Our Approach to Risk Management The Board has overall accountability for ensuring that risk is effectively managed across the Group and, on behalf of the Board, the Audit Committee coordinates and reviews the effectiveness of the Group’s risk management process. In determining its risk appetite, the Board recognises that a prudent and robust approach to risk mitigation must be carefully balanced with a degree of flexibility so that the entrepreneurial spirit which has greatly contributed to the success of the Group is not inhibited. Both the Board and the Audit Committee remain satisfied that the Group’s internal risk control framework continues to provide the necessary element of flexibility without compromising the integrity of risk management and internal control systems. The principal risks and uncertainties affecting the Group are highlighted below, together with details on how the Board takes action to mitigate each risk. These risks and uncertainties do not comprise all of the risks and uncertainties that the Group may face and are not listed in any order of priority. Additional risks and uncertainties not presently known to the Board, or deemed to be less material at the date of this Annual Report, may also have an adverse effect on the Group. These include risks resulting from the UK’s EU referendum which could adversely affect the economic and political environment as well as affecting financial risks such as liquidity and credit. Although the risks related to the EU referendum have been discussed by the Board, it is too early to fully assess or quantify any potential impact on the business. Risks are reviewed by all of our businesses on an ongoing basis and are measured against a defined set of likelihood and impact criteria. This is captured in consistent reporting formats enabling the Audit Committee to review and consolidate risk information and summarise the principal risks and uncertainties facing the Group. Wherever possible, action is taken to mitigate, to an acceptable level, the potential impact of identified principal risks and uncertainties. The Board formally reviews the most significant risks facing the Group at its February and August meetings, or more frequently should new matters arise. Throughout 2016, the overall risk environment remained largely unchanged from that reported within the Group’s 2015 Annual Report. In accordance with the provisions of the UK Corporate Governance Code, the Board has taken into consideration the principal risks and uncertainties in the context of determining whether to adopt the going concern basis of preparation and when assessing the future prospects of the Group. eview Controls R C Risk Management Process o n trol Risk Identify R is k Assess Risk 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:48 Page 17 Annual Report and Accounts 2016 Johnson Service Group PLC 17 Financial Risk Economy Mitigation Our business could be susceptible to adverse changes in, inter alia, economic conditions and customer spending habits, which could impact our profitability and cash flow. Given the diversity of our customer base and the various industries which we serve, it is generally possible to contain the impact of these adverse conditions. Each business continually reviews its routes to market, changes in customer demands and expectations and cost base so that it can react appropriately to the impact of the wider economy. Any adverse impact on cash flow could be mitigated in the short term by controls over capital expenditure. Cost Inflation Our objective is always to deliver the right level of service in the most efficient way. An increase in the cost of labour or supplies could constitute a risk to our ability to maintain margin. The introduction of the National Living Wage in April 2016 had a material impact on our cost base and will continue to do so. We seek to manage the impact of legislative changes and cost inflation by continuing to drive greater efficiencies through supplier rationalisation, labour scheduling and productivity. Cost indexation in certain of our contracts also gives us the contractual right to review pricing with our customers. Interest Rate Fluctuations The Group finances its operations through a mixture of retained profit, bank borrowings and lease arrangements. Fluctuations in the rates of applicable interest could adversely impact the profitability and cash flows of the Group. The Group borrows at both fixed and floating rates and normally has hedging arrangements in place to provide fixed rate interest payments for a proportion of its floating rate debt over a specified period. This enables the Group to forecast borrowing costs with a degree of certainty. At 31 December 2016 all of the Group’s bank borrowings incurred interest at rates linked to LIBOR, although hedging arrangements are in place which replace LIBOR with fixed rates of 1.4725% and 1.665%, each over a £15.0 million tranche of borrowings, until January 2019 and January 2020 respectively, and two further hedging arrangements which replace LIBOR with fixed rates of 0.49% and 0.5525%, each over a £10.0 million tranche of borrowings, until June 2018 and June 2019 respectively, providing certainty over part of the Group’s interest cash flows. Liquidity Risk Our key sources of liquidity in the foreseeable future are likely to be cash generated from operations and borrowings through committed bank facilities. Adverse changes in credit markets or our credit rating could increase the cost of borrowing and banks may be unwilling to renew credit facilities on existing terms. The Group’s policy on liquidity is to ensure that it has committed bank facilities available to provide continuity of funding. Appropriate bank facilities are in place through to April 2020. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:48 Page 18 18 Johnson Service Group PLC Annual Report and Accounts 2016 PRINCIPAL RISKS AND UNCERTAINTIES CONTINUED Operational Risk Failure of Strategy Mitigation Our current business model sets out our intentions to expand the Group by actively pursuing strategic acquisition opportunities within the Textile Rental market. Failure to identify suitable targets, or failure to successfully integrate them, would adversely impact our growth plans. There is considerable knowledge and expertise within the Group with regard to acquisitions. An experienced acquisition team, together with external advisors where appropriate, is involved in all acquisition activity and we have a proven track record of successfully integrating businesses into the wider Group. Customers For our businesses to grow organically, we are reliant on securing and retaining a diverse range of customers. A reliance on any one particular customer or group of customers may present a risk to the future cash flows of the Group should they not be retained. We have strategies which strengthen our long term relationships with our customers based on quality, value and innovation. Regular customer feedback surveys are undertaken across the Group and, where applicable, appropriate action taken. Adverse economic conditions may lead to an increased number of our customers and clients being unable to pay for existing or additional products and services. Our business model is structured so that we are not reliant on one particular customer or group of customers. The Group has limited concentration of credit risk with regard to trade receivables given the diverse and unrelated nature of the Group’s customer base. Competition We operate in a highly competitive marketplace. Aggressive pricing from our competitors could cause a reduction in our revenues and margins. We aim to minimise this by continuing to promote our differentiated propositions and focusing on our points of strength, such as transparency of our pricing, flexibility in our cost base, quality and value of service and innovation. Retention and Motivation of Employees As a service orientated Group, retaining and motivating the best people with the right skills, at all levels of the organisation, is key to the long term success of the Group. Short term disruption could occur if a key member of our team was unavailable at short notice, either on a temporary or permanent basis. The Group has established training, development, performance management and reward programmes to retain, develop and motivate our people. The Group regularly reviews the adequacy and strength of its management teams to ensure that appropriate experience and training is given such that there is not over reliance on any one individual. Furthermore, the Group has continued to develop succession planning as part of the development programmes for our people. Loss of a Processing Facility The loss of a key processing facility could result in significant disruption to our business, due to the high utilisation of plant capacity. A wide geographic spread of processing facilities mitigates the effect of a temporary loss of any single facility. Furthermore, insurance cover is in place such that the increased cost of working following a loss of processing capacity may, in some circumstances, be recovered. 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:48 Page 19 Annual Report and Accounts 2016 Johnson Service Group PLC 19 Operational Risk Information Systems and Technology Mitigation The digital world creates many risks for a business including technology failures, loss of confidential data and damage to brand reputation. We seek to assess and manage the maturity of our enterprise risk and security infrastructure and our ability to effectively defend against current and future cyber risks by using analysis tools and experienced professionals to evaluate and mitigate potential impacts. We are focused on the need to maximise the effectiveness and security of our information systems and technology as a business enabler and to reduce both cost and exposure as a result. Regulatory Risk Health and Safety Mitigation Health and safety in the workplace is an extremely important consideration for an employer. Legislation is complex and failure to ensure that our employees remain safe at work may lead to serious business interruption and potential damage to our reputation. The Group has policies, procedures and standards in place to ensure compliance with legal obligations and industry standards. Regular health and safety audits and risk assessments are undertaken across the Group. All management meetings throughout the Group feature a health and safety update as an agenda item. Compliance and Fraud Ineffective management of compliance with laws and regulations, or evidence of fraud, could have an adverse effect on the Group’s reputation and could result in an adverse impact on the Group’s performance if significant financial penalties are levied or a criminal action is brought against the Company or its Directors. The Group’s zero tolerance based Code of Ethics govern all aspects of our relationships with our stakeholders. All alleged breaches of the Code, including any allegations of fraud, are investigated. The Group’s procedures include regular operating reviews, underpinned by a continual focus on ensuring the effectiveness of internal controls. Regulation and compliance risk is also considered as part of our annual business planning process. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt1_168631 Johnson Services - Annual Report Pt1 03/03/2017 16:48 Page 20 20 Johnson Service Group PLC Annual Report and Accounts 2016 BOARD OF DIRECTORS Paul Moody (age 59) Chairman Paul was appointed Non-Executive Chairman on 1 May 2014 having joined the Board as a Non-Executive Director on 10 March 2010. Prior to his retirement on 26 February 2013, Paul was the Chief Executive of Britvic PLC. Having joined Britvic in 1996, and prior to his appointment as CEO, Paul held the positions of Chief Operating Officer and Sales and Operations Director. Prior to that, he held a number of senior appointments in varied roles in HR and sales with such companies as Mars Inc. and Grand Metropolitan. Paul is also currently the Non-Executive Chairman of 4imprint Group PLC and a Non-Executive Director of Pets at Home Group PLC. Chris Sander (age 58) Chief Executive Officer Chris was appointed as Chief Executive Officer on 3 January 2014. He joined the Group in 1984 and has significant experience in the Textile Services industry. Chris was appointed Managing Director of the Textile Rental business on 1 January 2008, joined the Board on 9 September 2008 and assumed responsibility for the Drycleaning business as part of the combined Textile Services division in 2012. Chris is also a Director of the European Textile Services Association. Yvonne Monaghan (age 58) Chief Financial Officer Yvonne has significant experience in the Textile Services industry having joined the Group as Group Management Accountant in 1984 after qualifying as a Chartered Accountant with Deloitte Haskins and Sells. She was appointed as Company Secretary and Group Financial Controller in 1985 and joined the Board as Chief Financial Officer on 31 August 2007. Yvonne is also a Non-Executive Director and Chair of the Audit Committee of NWF Group plc. Bill Shannon (age 67) Senior Independent Non-Executive Director Bill joined the Board as a Non-Executive Director on 8 May 2009. He is a Chartered Accountant (Scotland) and, after qualifying, began his career with Whitbread PLC in 1974, where he served as a Board Director for 10 years until his retirement in 2004. Bill has significant PLC board experience, and is currently Non-Executive Chairman of St. Modwen Properties PLC and Deputy Chairman of LSL Property Services PLC (where he is also Chairman of both the Nomination Committee and Remuneration Committee), having previously served as Non-Executive Chairman of Aegon UK PLC and Non- Executive Director of Rank Group PLC, Barratt Developments PLC and Matalan PLC. Nick Gregg (age 53) Independent Non-Executive Director Nick joined the Board as a Non-Executive Director on 1 January 2016. Nick has considerable experience in business to business service industries having been Managing Director of the Local Government division of Ferrovial-owned public services business Amey, Managing Director of Biffa Waste Services Collections Division and Managing Director of ATS Euromaster (Michelin). Nick’s early career was spent at Mobil Oil Company, leaving as Managing Director of the UK business, having previously held roles in sales, marketing and operations as well as key project roles in finance and IT. Tim Morris (age 40) Company Secretary Tim was appointed as Company Secretary on 1 January 2014, in addition to his existing role of Group Financial Controller. Having qualified as a Chartered Accountant with KPMG LLP in 2003, Tim joined the Group in 2005 as Group Financial Accountant. He also held the position of Finance Director at SGP Property & Facilities Management Limited prior to the Group disposing of that business in August 2013. 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 21 DIRECTORS’ REPORT The Directors have pleasure in presenting their Annual Report and the audited Consolidated and Company Financial Statements for the year ended 31 December 2016. The Corporate Governance Report on pages 24 to 28, and the Corporate Social Responsibility Report on pages 12 to 15 (with regard to information about the employment of disabled persons, employee involvement and share schemes) are also incorporated into this Report by reference. Principal Activities and Business Overview The principal activities and business overview of the Group are set out within the Strategic Review. Results and Dividends The Group retained profit after taxation for the year from all operations amounted to £20.6 million (2015: £10.3 million). The dividend comprises an interim dividend of 0.80 pence (2015: 0.65 pence) per Ordinary share and a proposed final dividend of 1.70 pence (2015: 1.45 pence) per Ordinary share. This total dividend of 2.50 pence (2015: 2.10 pence) per Ordinary share, subject to the approval of Shareholders, will amount to a distribution for the year of £9.1 million (2015: £6.9 million). Share Capital The Companies Act 2006 no longer requires companies to have an authorised share capital. The total issued share capital at the end of the year and the outstanding share options are given in note 26 to the Consolidated Financial Statements. Acquisitions and Discontinued Operations Details of acquisitions and discontinued operations during the current and preceding year are given in notes 31 and 32 to the Consolidated Financial Statements. Events after the Reporting Period On 4 January 2017, the Company disposed of its Drycleaning business. Further details are set out within note 36 of the Consolidated financial statements. There were no other events occurring after the balance sheet date that require disclosing in accordance with IAS10, ‘Events after the reporting period’. Annual Report and Accounts 2016 Johnson Service Group PLC 21 Major Interests in the Company’s Share Capital At 27 February 2017, this being the latest practicable date prior to publication of this document, the Company had been advised of the following interests, of a material nature, in its share capital Date of Notification Cumulative Shareholding (%) Shareholding (%) Henderson Global Investors Limited PrimeStone Capital LLP Old Mutual Plc Schroders plc BlackRock Inc Invesco Limited Ruffer LLP Miton Group plc Other Shareholders 25/02/2015 23/01/2017 24/11/2016 29/01/2016 03/05/2016 21/02/2017 20/02/2015 08/05/2015 n/a 11.89 11.74 11.03 9.96 6.43 6.18 4.99 4.65 33.13 11.89 23.63 34.66 44.62 51.05 57.23 62.22 66.87 100.00 The information provided above was correct as at the date of notification, however, it should be noted that these holdings may have changed since the Company was notified. Notification of any change is not required until the next notifiable threshold is crossed. Shareholders’ Authority for the Purchase by the Company of its own Shares At the 2016 Annual General Meeting, Shareholders authorised the Company to make market purchases of up to a maximum aggregate of 33,061,541 Ordinary shares, which represented approximately 10% of the Company’s issued Ordinary share capital on the latest practicable date prior to publication of the 2016 Notice of Annual General Meeting. The minimum price allowed for such purchases is 10 pence and the maximum is 105% of the average of the middle market quotation of such shares for the five business days immediately preceding the day of purchase. Except for amending the maximum number of shares subject to the authority, the Directors intend to seek renewal of this authority, which is due to expire at the conclusion of the 2017 Annual General Meeting. Further details are given in the Notice of the Annual General Meeting on pages 107 to 112. Directors Details of the Directors of the Company are shown on page 20. They all held office throughout the year, and up to the date of approving this report. Michael Del Mar, previously the Senior Independent Non-Executive Director, retired from the Board at the conclusion of the 2016 Annual General Meeting. Directors’ Interests Share Capital The interests of the Directors who were in office at 31 December 2016, together with the interests of their close family, in the shares of the Company at the commencement or, if later, date of appointment, and close of the financial year are disclosed in the Board Report on Remuneration. Details of the Company’s interest in its own shares are disclosed in note 29 to the Consolidated Financial Statements. Contracts None of the Directors have any material interests in contracts of the Company or the Group. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 22 Going Concern The Group’s business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Review, Chairman’s Statement and Chief Executive’s Operating Review. The financial position of the Group, its cash flows, liquidity position and borrowing facilities are described in the Financial Review. In addition, note 24 to the consolidated financial statements includes the Group’s objectives, policies and processes for managing its capital, its financial risk management objectives, details of its financial instruments and hedging activities, and its exposure to credit risk and liquidity risk. The Group currently has adequate financial resources and long term relationships with a number of customers and suppliers across many industries throughout the UK. The Group’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that there is not a substantial doubt that the Group should be able to operate within the level of its current facilities for a period of at least 12 months from the date of this report. A statement on the future prospects of the Group is included within the Strategic Review. By order of the Board Tim Morris Company Secretary 28 February 2017 Johnson Service Group PLC Registered in England and Wales No.523335 22 Johnson Service Group PLC Annual Report and Accounts 2016 DIRECTORS’ REPORT CONTINUED Directors’ Indemnity In accordance with the Articles of Association and to the extent permitted by the laws of England and Wales, the Directors are granted an indemnity from the Company in respect of liabilities incurred as a result of their office. In respect of those matters for which the Directors may not be indemnified, the Company maintained a directors’ and officers’ liability third party insurance policy throughout the financial year and up to the date of approval of these financial statements. Neither the indemnity nor the insurance provides cover in the event that a Director is proven to have acted dishonestly or fraudulently. No claim was made under this provision during the year. Political Donations It is the Company’s policy not to make political donations. The Directors confirm that no donations for political purposes were made during the year (2015: £nil). Independent Auditors The auditors, PricewaterhouseCoopers LLP (‘PwC’), have indicated their willingness to continue in office. In accordance with the recommendation of the Audit Committee, as disclosed on page 31, and as required by Section 489 of the Companies Act 2006, a resolution to reappoint the auditors will be proposed at the Annual General Meeting. Policy on Payment to Suppliers The Company and its subsidiaries fully support the CBI initiative on payments to suppliers and have continued to apply the Prompt Payment Code in respect of all suppliers. The main features of the Code are that payment terms are agreed at the outset of a transaction and are adhered to; that there is a clear and consistent policy that bills will be paid in accordance with the contract; and that there are no alterations to payment terms without prior agreement. Copies of the Code can be obtained from the CBI. Financial Risk Management The Directors acknowledge that the Group’s activities expose it to a variety of financial risks, including interest rate risk, credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. Risk management is carried out centrally under policies approved by the Board. Further details are set out on pages 59 to 60. Half Yearly Reporting The Company no longer publishes half yearly reports for individual circulation to Shareholders. Information that would normally be included in a half yearly report is made available on the Company’s website at www.jsg.com. 2017 Annual General Meeting The Company’s AGM will be held at the Doubletree by Hilton Chester, Warrington Road, Hoole, Chester, CH2 3PD on Thursday 4 May 2017 at 11am. An explanation of the resolutions to be proposed at the meeting is included in the Notice of Annual General Meeting accompanying this Annual Report. 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 23 Annual Report and Accounts 2016 Johnson Service Group PLC 23 DIRECTORS’ RESPONSIBILITIES STATEMENT The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the Companies Act 2006. On behalf of the Board Chris Sander Chief Executive Officer 28 February 2017 Yvonne Monaghan Chief Financial Officer 28 February 2017 Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and Parent Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and the Company and of the profit or loss of the Group for that period. In preparing these financial statements, the Directors are required to: ➔ select suitable accounting policies and then apply them consistently; ➔ make judgements and accounting estimates that are reasonable and prudent; ➔ state whether applicable IFRSs as adopted by the European Union have been followed, subject to any material departures disclosed and explained in the financial statements; and ➔ prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company and the Group will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors consider that the Annual Report and Accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for Shareholders to assess a Company’s position and performance, business model and strategy. Each of the Directors, whose names and functions are disclosed on page 20, confirms that, to the best of their knowledge: ➔ the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the European Union, give a true and fair view of the assets, liabilities, financial position and profit of the Group; ➔ the Strategic Report includes a fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces; ➔ there is no relevant audit information of which the Company’s auditors are unaware; and ➔ he/she has taken all the steps that he/she ought to have taken as a Director in order to make himself/ herself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 24 24 Johnson Service Group PLC Annual Report and Accounts 2016 CORPORATE GOVERNANCE REPORT “We are committed to high standards of corporate governance which we consider are critical to business integrity and to maintaining investors’ trust in us. We expect all our directors, employees and suppliers to act with honesty, integrity and fairness. Our business principles set out the standards we set ourselves to ensure we operate lawfully, with integrity and with respect for others”. All companies with a Premium Listing of equity shares in the UK, and with a reporting period beginning before 17 June 2016, are required under the Listing Rules to comply with the Financial Reporting Council’s UK Corporate Governance Code 2014 (the ‘Code’) or, state the areas in which they do not comply. The Code is intended to enhance the quality of information investors receive about the long-term health and strategy of listed companies, and raises the bar for risk management. The Code can be accessed on the Financial Reporting Council’s website: https://www.frc.org.uk. Our Governance Structure The Code is a guide to a number of key components of effective board practice, the main principles, or sections, being: ➔ Leadership ➔ Effectiveness ➔ Accountability ➔ Remuneration ➔ Relations with Shareholders As a Company trading on AIM, Johnson Service Group PLC is not required to comply with the Code. Notwithstanding this, the Board does expect all directors, employees and suppliers to act with honesty, integrity and fairness and our business principles set out the standards we set ourselves to ensure that we operate lawfully, with integrity and with respect for others. The Board is committed to high standards of corporate governance, which it considers are critical to business integrity and to maintaining investors’ trust, and as a result has reviewed the procedures to comply with the provisions of the Code, which are set out below. Chairman - Paul Moody Key objectives: (cid:129) leadership, operation and governance of the Board (cid:129) setting the agenda and direction for the Board The Board of Johnson Service Group PLC Membership currently comprises the Chairman, two Executive Directors and two independent Non-Executive Directors (including the Senior Independent Director) Chairman: Paul Moody Key objectives: (cid:129) responsible for the overall conduct of the Group’s business (cid:129) setting the Group’s strategy Audit Committee Nomination Committee Remuneration Committee Membership comprises the Chairman and Non-Executive Directors Membership comprises the Chairman and Non-Executive Directors Membership comprises the Chairman and Non-Executive Directors Chief Executive Officer Chris Sander Chairman: Bill Shannon Key objectives: (cid:129) management of the Group’s system of internal control, business risks and related compliance activities (cid:129) to review the activity and performance of the internal audit function and external auditors (cid:129) to provide effective governance over the Group’s financial results Chairman: Paul Moody Key objectives: (cid:129) to ensure the Board comprises individuals with the necessary skills, knowledge and experience (cid:129) to give consideration to succession planning and the leadership needs of the Group Chairman: Nick Gregg Key objective: (cid:129) to assess and make recommendations to the Board on the policy of executive remuneration Key objectives: (cid:129) responsible for the overall management of the business (cid:129) responsible for the implementation of strategy and policy Group Management Board Membership comprises the two Executive Directors, divisional Managing Directors and Group function heads Chairman: Chris Sander Key objectives: (cid:129) implementation of the Board’s strategy (cid:129) monitoring financial and competitive performance (cid:129) business development and projects (cid:129) succession planning across the business 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 25 Annual Report and Accounts 2016 Johnson Service Group PLC 25 The role of the Chief Executive Officer is set out in writing and agreed by the Board. The Chief Executive Officer is responsible for: ➔ management of the Group’s business; ➔ implementation of the Group’s strategy and policies; ➔ maintaining a close working relationship with the Chairman; and ➔ chairing the Group Management Board meetings. Responsibilities of the Board The Board, in addition to routine consideration of both financial and operational matters, determines the strategic direction of the Group. The Board has a formal schedule of matters specifically reserved for its decision which can only be amended by the Board itself. The specific responsibilities reserved for the Board include: ➔ development and approval of the Group’s long-term objectives, overall strategy, mission, vision, values and targets; ➔ approval of the annual budget; ➔ monitoring of operational and financial performance against plans and budgets; ➔ approval of major acquisitions, disposals and capital expenditure; ➔ design and approval of dividend policy; ➔ approval of appointments to the Board and of the Company Secretary; ➔ consideration of succession planning for key members of the management team; and ➔ determining the terms of reference for the Board committees. Key Board Activities in the Year Key activities of the Board in the current year included, inter alia: ➔ the review and approval of the Group’s investment in Zip Textiles, acquired in January 2016; ➔ approval of the Group’s refinancing of its external borrowings in April 2016; ➔ the review and approval of the Group’s investment in Chester Textiles, acquired in April 2016; ➔ the review and approval of the Group’s investment in Afonwen, acquired in April 2016; ➔ approval of the Group’s fund raising, which raised net funds of £28.7 million in May 2016; ➔ approval and subsequent post year end enactment of the disposal of the Group’s Drycleaning business, announced in January 2017; ➔ the review and approval of the half year and full year financial statements; and ➔ regular review, and formal approval in February and August, of the Group’s risk assessment processes and principal risks and uncertainties. Board Committees The Committees of the Board are: ➔ the Audit Committee; ➔ the Nomination Committee; and ➔ the Remuneration Committee. Current membership of each Committee consists wholly of the Chairman and the two Independent Non-Executive Directors. Each Committee has written terms of reference, which are available on the Company’s website. Separate reports for each of these Committees are included in this Annual Report. Group Management Board The Group Management Board meets under the chairmanship of the Chief Executive Officer. Topics covered by the Group Management Board include: S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I Compliance with the Code The Company has complied with the provisions of the Code throughout the year ended 31 December 2016, other than the provision in relation to the following: Provision Explanation E.1.1 Non-attendance by the Senior Non-Executive Independent Director (SID) at meetings with major Shareholders The Chief Executive Officer and the Chief Financial Officer regularly meet with the Company’s major Shareholders and the Board is of the opinion that additional regular meetings, other than those specifically requested by Shareholders, with the SID would not assist further in dialogue with Shareholders. The SID, and also the Chairman, are available to meet with Shareholders, at their request, and the Board believes this arrangement to be sufficient. Section A: Leadership Main principles: ➔ Every company should be headed by an effective board which is collectively responsible for the long-term success of the company. ➔ There should be a clear division of responsibilities at the head of the company between the running of the board and the executive responsibility for the running of the company’s business. No one individual should have unfettered powers of decision. ➔ The chairman is responsible for leadership of the board and ensuring its effectiveness on all aspects of its role. ➔ As part of their role as members of a unitary board, non-executive directors should constructively challenge and help develop proposals on strategy. Composition of the Board The Board currently consists of the Non-Executive Chairman (the ‘Chairman’), two Executive Directors and two Independent Non- Executive Directors. The Independent Non-Executive Directors are considered to be independent in character and judgement and are a strong element within the Board, with their views carrying significant weight in the decision making process. Members of the Board, who are detailed on page 20, all held office throughout the year and up to the date of approving this report. Division of Responsibility of Chairman and Chief Executive Officer The Code requires that there is a clear division of responsibility between the Chairman and the Chief Executive Officer, each of which has clearly defined roles. The Chairman should be responsible for the effective running of the Board whilst the Chief Executive Officer is responsible for operating the business and implementing the Board’s strategies and policies. The role of the Chairman is set out in writing and agreed by the Board. The Chairman is responsible for: ➔ the 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 the directors receive accurate, timely and clear information. 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 26 26 Johnson Service Group PLC Annual Report and Accounts 2016 CORPORATE GOVERNANCE REPORT CONTINUED ➔ an update by the Chief Executive Officer on the business and business environment; ➔ divisional Managing Director updates; ➔ Group function heads’ updates; ➔ substantial business developments and projects; ➔ talent and succession planning; ➔ competitor analysis; and ➔ strategy. Annually, the Group Management Board conducts a strategic review to identify key issues, plans and objectives to be presented to the Board. The agreed strategy is then used as a basis for developing the upcoming budget and three year operating plans. Section B: Effectiveness Main principles: ➔ The board and its committees should have the appropriate balance of skills, experience, independence and knowledge of the company to enable them to discharge their respective duties and responsibilities effectively. ➔ There should be a formal, rigorous and transparent procedure for the appointment of new directors to the board. ➔ All directors should be able to allocate sufficient time to the company to discharge their responsibilities effectively. ➔ All directors should receive induction on joining the board and should regularly update and refresh their skills and knowledge. ➔ The board should be supplied in a timely manner with information in a form, and of a quality, appropriate to enable it to discharge its duties. ➔ The board should undertake a formal and rigorous annual evaluation of its own performance and that of its committees and individual directors. ➔ All directors should be submitted for re-election at regular intervals, subject to continued satisfactory performance. Induction, Training & Knowledge Appropriate training is available to Directors upon appointment and as required on an ongoing basis. Furthermore, on appointment, Directors participate in a customised induction programme to familiarise them with the Group. The Directors have access to the advice and services of the Company Secretary and it is acknowledged that individual Directors may wish to seek independent professional advice in connection with their responsibilities and duties. The Company will meet reasonable expenses incurred in this regard. Supply of Information To assist the Board in performing its responsibilities, information, appropriate in quality and timeliness, is received in an agreed format, for each scheduled Board meeting. Performance Evaluation Each year, the Non-Executive Directors conduct a performance evaluation of the Chairman, after taking into account the views of the Executive Directors. The Chairman also conducts an appraisal of each member of the Board, Board composition and the format and effectiveness of the Board meetings. In addition, the Remuneration Committee regularly reviews Executive Director performance in connection with their performance objectives. The Board conducted an internal Board evaluation during the year. This process was led by the Chairman and each Director completed an in- depth questionnaire which covered, inter alia: ➔ performance of the Board (including consideration of how the Board works together as a unit); ➔ processes which underpin the Board’s effectiveness (including consideration of the balance of skills, experience, independence and knowledge of the persons on the Board); ➔ performance of the Audit, Nomination and Remuneration Committees; and ➔ individual performance (giving consideration to whether each director continues to contribute effectively and show commitment). The completed questionnaires are reviewed on an individual basis by the Chairman, who then has discussions with each Director. The results of the review (including progress against the previous year’s recommended actions) are summarised by the Chairman and considered in detail by the Board. This year’s review found that performance of the Board and its Committees continued to be effective in dealing with both day-to-day and ongoing strategic issues and that the Board and Committee structure ensured that the governance requirements of the business were met. As a result of these reviews, it is considered that the performance of each Director continues to be effective and that each Director demonstrates sufficient commitment to their role. Board Meetings and Attendance The Board met formally six times during 2016 and, additionally, held a further four unscheduled meetings in relation to, inter alia, the acquisition of Zip, Afonwen and Chester, the refinancing of the Company’s bank facility, the equity raising and the disposal of the drycleaning business. Individual attendance at the meetings, including Audit Committee, Nomination Committee and Remuneration Committee attendance, is set out in the table below. Where n/a appears in the table, the individual is not a Committee member. Paul Moody Chris Sander Yvonne Monaghan Bill Shannon Nick Gregg Number of Meetings Board (Scheduled) Board (Unscheduled) Audit Committee Nomination Committee Remuneration Committee (Scheduled) Remuneration Committee (Unscheduled) 5 6 6 6 5 6 4 4 4 4 4 4 2 n/a n/a 3 2 3 1 n/a n/a 1 1 1 2 n/a n/a 3 3 3 1 n/a n/a 1 1 1 In addition, the Chairman and the Independent Non-Executive Directors have met during the year without the Executive Directors. 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 27 The completed questionnaires are reviewed on an individual basis by the Chairman, who then has discussions with each Director. The results of the review (including progress against the previous year’s recommended actions) are summarised by the Chairman and considered in detail by the Board. This year’s review found that performance of the Board and its Committees continued to be effective in dealing with both day-to-day and ongoing strategic issues and that the Board and Committee structure ensured that the governance requirements of the business were met. As a result of these reviews, it is considered that the performance of each Director continues to be effective and that each Director demonstrates sufficient commitment to their role. Re-election of Directors For non-FTSE 350 companies, the Code recommends that all Directors are required to retire and submit themselves for re-election every three years and all newly appointed Directors are required to retire and submit themselves for re-election at the first Annual General Meeting of the Company following their appointment. Notwithstanding this, and in the interests of good corporate governance, the Directors have resolved that, each year, all Directors will retire and offer themselves for re-election, if they wish to continue serving and are considered by the Board to be eligible. Accordingly, each member of the Board who served during the year will be proposed for re-election at this year’s Annual General Meeting of the Company. Biographical details of all the Directors are set out on page 20 and are also available for viewing on the Company’s website (www.jsg.com). Service Agreements The service agreements of the Executive Directors and copies of the letters of appointment of the Chairman and the Independent Non-Executive Directors are available for inspection during business hours on any weekday (excluding Saturdays, Sundays and public holidays) at the registered office of the Company and will be available for inspection for fifteen minutes prior to, and during, the AGM. External Appointments The Executive Directors may accept outside appointments provided that such appointments do not in any way prejudice their ability to perform their duties as Executive Directors of the Company. The commitments of each Executive Director are set out on page 20. The role of an Independent Non-Executive Director requires a time commitment in the order of 15 days per year plus additional time as necessary to properly discharge their duties. There is no restriction on outside appointments provided that they do not prevent the Directors from discharging their responsibilities effectively. Annual Report and Accounts 2016 Johnson Service Group PLC 27 Section C: Accountability Main principles: ➔ The board should present a fair, balanced and understandable assessment of the company’s position, performance and prospects. ➔ The board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems. ➔ The board should establish formal and transparent arrangements for considering how they should apply the corporate reporting, risk management and internal control principles and for maintaining an appropriate relationship with the company’s auditor. Audit Committee The Board should present a fair, balanced and understandable assessment of the Group’s position, performance and prospects, maintaining sound risk management and internal control systems and managing an appropriate relationship with the Company’s auditors. The Board has delegated day to day responsibility for these matters to the Audit Committee. The work undertaken by the Audit Committee helps to enable the Board to make the below statements relating to internal control and the going concern statement on page 22. Further information is detailed in the Audit Committee Report. Internal Control The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness, which has been undertaken during the The Board is responsible for the Group’s system of internal control and for reviewing its effectiveness, which has been undertaken during the year. Such a system is designed to manage, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. There is an on-going process for identifying, evaluating and managing the Group’s principal risks and uncertainties that has been in place throughout the year ended 31 December 2016 and up to the date of approval of the financial statements. This process has been regularly reviewed by the Board. The Audit Committee receives reports setting out key performance and risk indicators and considers possible control issues brought to its attention through early warning mechanisms which are embedded within our businesses and are reinforced by risk awareness training. The Audit Committee also receives regular reports from the internal audit function and, recommendations for improvement are considered. The Board’s agenda includes a bi-annual consideration, or more frequently if appropriate, of risk and control and it receives reports thereon from the Audit Committee. The emphasis is on obtaining the relevant degree of assurance and not merely reporting by exception. The main features of the internal control framework are detailed below. Financial Reporting There is a detailed budgeting process with the annual budget both challenged, stress tested and, ultimately, approved by the Board. Monthly financial results, together with updated forecasts as appropriate, are reported against the corresponding figures for the budget and the S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 28 28 Johnson Service Group PLC Annual Report and Accounts 2016 CORPORATE GOVERNANCE REPORT CONTINUED previous year with corrective and/or investigative action initiated by the Board as appropriate. Treasury Management The Group’s treasury activities are operated within Board approved guidelines. Facilities are approved by the Board and all transactions are controlled and monitored. Monthly summaries of treasury management activities are prepared for the Board. Speculative transactions are not undertaken. Risk Management The identification of business risks is carried out in conjunction with operating management and reviewed by the Audit Committee and the Board. The Board regularly assesses the financial implications and effectiveness of the control process in place to mitigate or eliminate these risks. The Group has insurance cover where it is considered appropriate and cost effective. Financial Control Each business maintains financial controls and procedures appropriate to its own operating environment. The Group has a centralised internal audit function, which can second additional resources from around the Group, and which reviews the systems and procedures within each business and reports regularly to the Audit Committee. A review of control procedures is undertaken in respect of all new acquisitions, within the first three months of ownership where possible, and action taken where necessary to bring the controls up to the level required by the Group. The Group has clearly defined guidelines for the review and approval of capital expenditure projects. These include annual budgets and designated levels of authority. Robust risk assessment Throughout the year, and as described further on pages 16 to 19, the Board has carried out a robust assessment of the principal risks and uncertainties facing the Group, including those that would threaten its business model, future position, performance, solvency or liquidity. Future prospects The Board have assessed the future prospects of the Group in accordance with provision C.2.2 of the Code. Based on the results of this analysis, the Board have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the 36 month period of their assessment. Details of the assessment performed by the Board, including an assessment of those risks most likely to impact the Group’s future prospects have been set out on pages 4 to 5. Section D: Remuneration Main principles: ➔ Executive directors’ remuneration should be designed to promote the long-term success of the company. Performance-related elements should be transparent, stretching and rigorously applied. ➔ There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his or her own remuneration. Remuneration Committee The Remuneration Committee is responsible for overseeing the policy regarding executive remuneration. Further details are outlined in the Board Report on Remuneration. Section E: Relations with Shareholders Main principles: ➔ There should be a dialogue with shareholders based on the mutual understanding of objectives. The board as a whole has responsibility for ensuring that a satisfactory dialogue with shareholders takes place. ➔ The board should use general meetings to communicate with investors and to encourage their participation. Investor Relations We are committed to communicating our strategy and activities clearly to our Shareholders and, to that end, we maintain an active dialogue with investors through a planned programme of investor relations activities. The investor relations programme includes: ➔ formal presentations of full year and half-year results; ➔ briefing meetings with major institutional Shareholders after the half- year results and preliminary statement, to ensure that the investor community receives a balanced and complete view of our performance and the issues we face; ➔ regular meetings between institutional investors and analysts and the Chief Executive Officer and Chief Financial Officer to discuss business performance; ➔ hosting investors and analyst sessions at which senior management from relevant businesses deliver presentations which provide an overview of each of the individual businesses and operations; and ➔ attendance by senior executives across the business at relevant meetings throughout the year. The Board is of the opinion that additional routine meetings with the Senior Independent Director would not assist further in the dialogue with Shareholders, however, the Senior Independent Director is available to meet with Shareholders, at their request. Feedback is provided to the Board on any issues raised at these meetings. External brokers’ reports are circulated to the Directors. The Shareholders’ views of the investor meetings following the interim and final results are obtained by the Group’s broker and circulated to the Board. The Board welcomes private and Institutional Shareholders to the Annual General Meeting, which is normally attended by all Directors, to discuss appropriate topics during the meeting or with the Directors after the formal proceedings have ended. The Board considers that the Preliminary Announcement, the Annual Report, including the Chief Executive’s Operating Review and the Financial Review which are contained therein, the Interim Report and trading update statements made during the year present a balanced and clear assessment of the Group’s position and prospects. The Audit Committee Report and the Nomination Committee Report form part of the Corporate Governance Report. By order of the Board Tim Morris Company Secretary 28 February 2017 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 29 AUDIT COMMITTEE REPORT Section C of the Financial Reporting Council’s UK Corporate Governance Code 2014 (the ‘Code’) requires that: ➔ the board should present a fair, balanced and understandable assessment of the company’s position, performance and prospects; ➔ the board is responsible for determining the nature and extent of the principal risks it is willing to take in achieving its strategic objectives. The board should maintain sound risk management and internal control systems; and ➔ the board should establish formal and transparent arrangements for considering how they should apply corporate reporting, risk management and internal control principles and for maintaining an appropriate relationship with the company’s auditor. The Board has delegated day to day responsibility for these matters to the Audit Committee (the ‘Committee’) and this report sets out how the Committee has discharged its responsibilities. Members of the Committee have continued to take an active role including spending time with the operations teams in the field and also participating in key discussions on areas of financial judgement. These actions have allowed the Committee to have an even greater input and to develop greater awareness of the day-to-day challenges that the business faces and the potential consequences of such challenges. Set out below are details on the processes in place to safeguard the independence and objectivity of our relationship with the external auditor and the role played by internal audit to ensure we have effective control and risk management processes. Composition of the Committee The Committee meets at least three times per year and also meets in private with the external auditors. The Committee was chaired during the year by myself, with Nick Gregg (Independent Non-Executive Director) and Paul Moody (Chairman of the Company) both being members of the Committee. As Paul Moody was considered independent on appointment as Chairman of the Company, membership of the Committee is in accordance with the Code. During the year a formal evaluation of the Committee was conducted by means of a questionnaire being sent to members of the Committee. The responses were reviewed by myself and, where appropriate, actions to improve the effectiveness of the Committee are agreed and implemented accordingly. The results of these reviews were discussed by the Board as a whole, with action taken as appropriate. By virtue of my former executive and current non-executive roles (full details of which are set out on page 20), together with the results of the questionnaire, the Board considers that I have recent and relevant financial experience. Responsibilities of the Committee The Committee is responsible for: ➔ ensuring that the interests of Shareholders are protected in relation to financial reporting and internal control; ➔ monitoring the financial reporting process and the integrity of the annual and interim financial statements; ➔ monitoring any formal announcements relating to the Company’s financial performance; ➔ reviewing and challenging, as necessary, the judgements and actions of management in relation to the financial statements; ➔ monitoring, reviewing and concluding upon the system of internal control, including the work of internal audit; Annual Report and Accounts 2016 Johnson Service Group PLC 29 ➔ ensuring the maintenance of a control environment and the appropriate management of risk; ➔ recommendation of appointment of, and liaison with, the external auditor; ➔ reviewing and setting the terms of engagement and the remuneration of the external auditor; ➔ annual review and monitoring of the external auditor’s independence and objectivity and the effectiveness of the audit process; ➔ development and implementation of policy on the engagement of the external auditor to supply non-audit services; ➔ reviewing the Group’s systems and controls for the prevention and detection of fraud or bribery; and ➔ reviewing of arrangements under which employees may, in confidence, raise concerns about possible improprieties in matters of financial reporting or other matters ensuring that arrangements are in place for the proportionate and independent investigation and appropriate follow-up action. The Committee reports to the Board on how we have discharged our responsibilities. The full terms of reference are available on the Company’s website, or on request to the Company Secretary. What the Committee did in 2016 In 2016, the Committee discharged its responsibilities by: ➔ reviewing the Group’s draft financial statements, preliminary announcements and interim results statement prior to Board approval and reviewing the external auditor’s reports thereon; ➔ reviewing the plan of the external auditor for the audit of the Consolidated and Company financial statements, confirmations of auditor independence and proposed audit fee, approving terms of engagement for the audit and considering the reappointment of PwC as auditor; ➔ considering and agreeing the annual internal audit plan; ➔ reviewing internal audit’s progress and reports on its work during the year; ➔ considering the review of material business risks, including reviewing internal control processes used to identify and monitor principal risks and uncertainties; ➔ reviewing the Executive and Non-Executive Directors’ expenses; ➔ monitoring the reporting, and follow up of items reported, on the employee hotline established in line with the Code of Ethics; and ➔ reviewing the Committee’s composition and confirming that there is sufficient expertise and resource for it to fulfil its responsibilities effectively. The Committee considered the 2016 Annual Report and Accounts in the context of whether they were fair, balanced and understandable and were able to report to the Board that the 2016 Annual Report and Accounts, when taken as a whole, were fair, balanced and understandable on the basis that the description of the business agrees with our own understanding, the risks reflect the issues that concern us, appropriate weight has been given to the ‘good and bad’ news, the discussion of performance properly reflects the ‘story’ of the year and that there is a clear and well-articulated link between all areas of disclosure. Significant Issues Considered in Relation to the Financial Statements During the year the Committee, management and the external auditor considered and concluded on what the significant risks and issues were in relation to the financial statements and how these would be addressed. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 30 30 Johnson Service Group PLC Annual Report and Accounts 2016 AUDIT COMMITTEE REPORT CONTINUED Accounting for Discontinued Operations On 4 January 2017, the Group disposed of its Drycleaning division for a gross consideration of £8.25 million. Given the proximity of the disposal to the balance sheet date, the Committee considered, in accordance with the requirements of IFRS 5 ‘Non-current assets held for sale and discontinued operations’, whether the division met the criteria to be recognised as ‘held for sale’ at the balance sheet date. The standard provides specific criteria that are required to be met in order for an operation to be classified as held for sale, including that: ➔ the sale must be highly probable; ➔ there must be a committed plan in place to sell; and ➔ completion is expected within one year. Given the disposal occurred shortly after the balance sheet date, and the other conditions set out in IFRS 5 had been met, the Committee were satisfied that the division should be classified as ‘held for sale’. The Committee was also in agreement that the division should be recognised at the lower of its carrying value and its fair value less costs to sell and that the goodwill impairment of £2.0 million was appropriate. The Committee further assessed whether the division should be classified as a discontinued operation within the Income Statement. IFRS 5 states that the where the operation has not been disposed of, but meets the definition as held for sale, then it should be classed as a discontinued operation, where the operation represents a separate major line of business. Given the division was reported as a separate segment, the Committee was satisfied that the division should be treated as discontinued. Acquisition Accounting During the year, the Group acquired 100% of the share capital of Zip Textiles (Services) Limited, Chester Laundry Limited and Portgrade Limited, together with its trading subsidiary Afonwen Laundry Limited. The Committee considered the methodology and assumptions used by management in determining the fair value of the customer contracts and customer relationships acquired, as this was considered by the Committee to be the area of most significant judgement. The Committee were satisfied that the fair value had been calculated based upon relevant historical and prospective information and financial data specific to each business combination, with an appropriate discount factor applied. The Committee further considered the accounting policy alignment adjustments and, again, considered them to be reasonable. The Committee also reviewed the proposed disclosures relating to the acquisitions for inclusion within the Annual Report and Accounts and were in agreement that the requirements of IFRS 3, ‘Business Combinations’ had been satisfied. Post-employment Benefit Obligations The valuation of all post-employment benefit obligations is based on statistical and actuarial calculations, using various assumptions including discount rates, inflation, life expectancy of scheme members and cash commutations. The Committee reviewed the actuarial assumptions underpinning the valuation and were satisfied that all assumptions are within ranges considered generally acceptable given the size, demographic and duration of the Group scheme. Accounting for Complex Customer Arrangements As in previous years, the Group offers rebates to certain customers based on agreed fixed rates relating to the volume of services provided and goods purchased. The Committee does not consider the Group’s rebates to be highly complex as: they are volume related; there are generally written agreements in place; and historical estimates of rebates have been seen to be accurate. However, following current FRC guidance this has been highlighted as an area of focus. The Committee has discussed any judgements made in accruing customer rebates with management and the auditors. The Committee is satisfied that the amounts of expense accrued are appropriate. Income Taxes Judgement is required in determining the provision for income taxes as there are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Committee discussed the effective tax rate for the year and noted that it was lower than the standard rate of UK taxation, primarily as a result of adjustments made in respect of prior years, offset, to a lesser extent, by the effect of expenses that were not deductible for tax purposes. The Committee concluded that the judgements made in relation to taxation were reasonable. Going Concern The Committee considered the Group’s going concern review, in particular, the appropriateness of key judgements, assumptions and estimates underlying the budgets that underpin the review, together with a review of the level of forecast available headroom against the Group’s committed borrowing facilities and compliance with key financial covenants. After making enquiries, the Committee were satisfied that the Group has adequate resources to continue in operational existence for the 12 months from the date of approval of this Annual Report and that, for this reason, the Group should continue to adopt the going concern basis in preparing the financial statements. Assessment of External Auditor Effectiveness The Committee reviewed the external auditor’s performance and on- going independence, taking into account input from management, consideration of responses to questions from the Committee and the audit findings reported to the Committee. Based on this information the Committee concluded that the external audit process was operating effectively and PwC continued to prove effective in its role as external auditor. Appointment of the External Auditor and Approach to how Objectivity and Independence are Safeguarded The Company has adopted a policy on the independence of the auditor which is consistent with the ethical standards published by the Financial Reporting Council. A key issue for the Committee that may impair auditor independence, and the auditor’s objective opinion on the Group’s financial statements, is the engagement of the external auditor for the provision of non-audit services. Non-Audit Services The Committee has adopted a policy on the engagement of the external auditor for the provision of non-audit services and reviews this annually. The policy is designed to ensure that such engagements do not result in the creation of a mutuality of interest between the external auditor and the Company, that a transparent process and reporting structure is established to enable the Committee to monitor policy compliance and that unnecessary restrictions on the engagement of the external auditor for non-audit services is avoided where the provision of advice is 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 31 Annual Report and Accounts 2016 Johnson Service Group PLC 31 on the adequacy of internal control and risk management processes across the Group’s operations. Internal audit is responsible for reviewing and reporting on the effectiveness of internal controls and risk management systems to the Committee and, ultimately, the Board. Internal audit attend Committee meetings to present the findings of such reviews at regular intervals throughout the year and report on performance against the agreed annual internal audit plan, such plans being agreed during the year by the Committee. Internal Control and Risk Management The Board is ultimately responsible for the overall system of internal control for the Group and for reviewing its effectiveness. The Board has delegated day to day responsibility for this to the Committee. The Committee carries out a review, at least annually, covering all material controls, including financial, operational and compliance controls, and the risk management systems. The system of internal control is designed to mitigate, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. There is an on-going process for identifying, evaluating and managing the Group’s significant risks that has been in place throughout the financial year and up to the date of approval of the financial statements. The Committee receives reports setting out key performance and risk indicators and considers possible control issues brought to its attention by early warning mechanisms which are embedded within the operational units and reinforced by risk awareness training. The key elements of the Group’s on-going processes for the provision of effective internal control and risk management systems, in place throughout the year and at the date of this Report, include: ➔ regular Board meetings to consider matters reserved for Directors’ consideration; ➔ regular management reporting, providing a balanced assessment of key risks and controls; ➔ an annual Board review of corporate strategy, including a review of material business risks and uncertainties; ➔ established organisational structure with clearly defined lines of responsibility and levels of authority; ➔ an internal audit function which implements the annual internal audit plan and provides independent assurance to management, the Committee and the Board on the effectiveness of internal controls and risk management; ➔ documented policies and procedures; ➔ regular review by the Board of financial budgets, forecasts and covenants with performance reported to the Board monthly; and ➔ a detailed investment process for major projects, including capital investment coupled with a post investment appraisal analysis. In reviewing the effectiveness of the system of internal control the Committee has: ➔ received six-monthly reports, compiled by the Company Secretary following discussion with key senior managers, that set out the key risks facing the Group and indicate whether controls and risk management processes in each business unit have operated satisfactorily. These returns are reviewed in detail, challenged where appropriate and approved by the Committee for use in the Annual Report; ➔ regularly reviewed the financial and accounting controls; ➔ reviewed the internal audit reports; and ➔ monitored management’s responsiveness to the findings and recommendations of internal audit. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I commercially sensible. The policy categorises the provision of non-audit services into three areas: ➔ normally performed by the auditor; ➔ may be performed by the auditor; and ➔ normally performed by another provider. With reference to this policy, the selection of professional service firms for non-audit work is at the discretion of management, taking into account which firm is best placed to perform such work to meet the interests of the Company and Shareholders and with regard to ensuring that independence is not compromised. The total fees invoiced by the external auditor during the year under review amounted to £683,000 (2015: £589,000), of which £324,000 (2015: £295,000) related to non-audit services. Of these non-audit services, fees of £197,000 (2015: £198,000) related to one-off and non- recurring services, largely in relation to the acquisitions of Zip Textiles (Services) Limited, Chester Laundry Limited and Portgrade Limited and also the disposal of the Drycleaning business, in each case where it was considered by the Committee to be commercially sensible and more cost effective to use PwC rather than an alternative provider. Further details are set out in Note 3 to the Consolidated Financial Statements. Independence Safeguards The external auditor is required to adhere to a rotation policy whereby the Senior Statutory Auditor (audit engagement partner) is rotated after five years. The current Senior Statutory Auditor was appointed in 2015 and, in accordance with best practice and professional standards, will be replaced no later than 2020. The external auditor is also required to assess periodically whether, in their professional opinion, they are independent and those views are shared with the Committee. The Committee has authority to take independent advice, as it determines necessary, in order to resolve issues on auditor independence. No such advice was required during the year. Independence Assessment by the Committee PwC have been the Company’s auditors from the date of the Company’s incorporation, which exceeds the 20 years stated within recent EU legislation. In assessing and concluding upon the independence of PwC the Committee take this period of tenure into account, however, the Committee is satisfied that the independence of the external auditor is not impaired due to the fact that the audit engagement partner rotation policy has been complied with, the level of fees paid for non-audit services was of a level that does not present any on-going threat to their independence and separate external firms are appointed for certain other advisory services. In addition, the Committee meets with the external auditor during the year without the presence of management and I have had regular contact with the audit engagement partner during the year. Re-appointment of the External Auditor The re-appointment of PwC as the Group’s external auditor was reviewed during the year. The Committee has assessed the performance, objectivity and independence of the external auditor, which underpins its recommendation to the Board to propose to shareholders the re-appointment of PwC as auditor until the conclusion of the AGM in 2018. Full details are set out in the Notice of Annual General Meeting on pages 107 to 112. There are no contractual restrictions over choice of auditor. Role of Internal Audit Internal audit has a Group-wide remit and is independent of the business operations. It undertakes an on-going programme to provide assurance 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 32 32 Johnson Service Group PLC Annual Report and Accounts 2016 AUDIT COMMITTEE REPORT CONTINUED No significant issues were identified. In respect of Group financial reporting, the finance department is responsible for preparing the Group financial statements using a well- established consolidation process and ensuring that accounting policies are in accordance with International Financial Reporting Standards. There is a detailed budgeting process with an annual budget both challenged and approved by the Board. Monthly results are reported against the corresponding figures for the budget and the previous year with corrective action initiated by the Board as appropriate. All financial information published by the Group is subject to approval by the Committee. Whistleblowing The Group is committed to developing a culture of openness, honesty and accountability and believes that it is fundamental that any concerns our employees have about the Company can be raised without fear of victimisation. To this end, the Group has in place a whistleblowing policy which encourages employees to report any malpractice, illegalities, wrongdoing or matters of similar concern (together ‘ethical wrongdoing’) by other employees, former employees, contractors, suppliers or advisers. Examples of ethical wrongdoing include bribery, corruption, fraud, dishonesty and illegal practices which may endanger employees or other parties. There have been no material instances of whistleblowing during the year under review. The Group’s treasury activities are operated within Board approved guidelines. Facilities are approved by the Board and all transactions are controlled and monitored. Monthly summaries of treasury management activities are prepared for the Board. Speculative transactions are not undertaken. Bill Shannon Chairman, Audit Committee 28 February 2017 There have been no changes in the Company’s internal control over financial reporting during the year under review that have materially affected, or are reasonably likely to materially affect, the Company’s control over financial reporting. The Board, with advice from the Committee, is satisfied that an effective system of internal controls and risk management processes are in place which enable the Company to identify, evaluate and manage key risks. These processes have been in place since the start of the financial year and up to the date of approval of the accounts. Further details of risk management frameworks and the principal risks and uncertainties facing the business can be found on pages 16 to 19. Bribery Act 2010 The Bribery Act 2010 (the ‘Act’) came into force on 1 July 2011, and repealed all previous statutory and common law provisions in relation to bribery, instead replacing them with the crimes of bribery, being bribed, the bribery of foreign public officials, and the failure of a commercial organisation to prevent bribery on its behalf. However, a defence to any such corporate failure offence is possible if it can be shown that adequate procedures were in place at the time. The Group is committed to conducting its business with the highest degree of integrity. This commitment includes a zero tolerance approach towards all forms of bribery, corruption, fraud and theft. The Group has in place an appropriate policy and regularly re-enforces its code of ethics. Appropriate Board approved procedures are in place to prevent employees and other associated persons committing offences under the Act. Engaging in fraud, bribery or corruption is unlawful and any employee, director or officer found to have breached the code of conduct will be liable to disciplinary action which may result in dismissal or other serious sanctions. Breaches of the code of conduct by third parties may result in immediate termination for breach of all contracts with the Group. These procedures are subject to regular monitoring and review. Modern Slavery Act We are committed to implementing and enforcing effective systems and controls to ensure slavery and human trafficking is not taking place anywhere in our supply chains or in any part of our business. To ensure a high level of understanding of the risks of modern slavery and human trafficking in our supply chains and our business, all Directors have been briefed on the subject and we provide training to relevant members of staff. Further details can be found on pages 12 to 13. 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 33 Annual Report and Accounts 2016 Johnson Service Group PLC 33 Diversity Whilst we pursue diversity, including gender diversity, we are not committing to any specific targets. Instead, and when applicable, we will seek to use executive search firms who have signed up to the voluntary code of conduct setting out the seven key principles of best practice to abide by throughout the recruitment process and we will continue to follow a policy of appointing talented people at every level to deliver high performance. We will also ensure that our development in this area is consistent with our own strategic objectives and is enhancing in terms of Board effectiveness. Paul Moody Chairman, Nomination Committee 28 February 2017 NOMINATION COMMITTEE REPORT The Nomination Committee (the ‘Committee’) is responsible for monitoring the performance, appropriateness and future succession of the Company’s executive and Board talent. Appointments to the Board are recommended, as appropriate, by the Committee. Board appointments are subject to approval by the Board as a whole. The Committee met once during 2016. Composition The members of the Committee comprise the Chairman of the Company and the two Independent Non-Executive Directors. The Committee is chaired by myself. Membership of the Committee is, therefore, in compliance with provision B.2.1 of the Financial Reporting Council’s UK Corporate Governance Code 2014. The Chief Executive Officer is also invited to attend the meetings. Roles and Responsibilities The principal responsibilities of the Committee are: ➔ reviewing the Board structure, size and composition; ➔ identifying and nominating candidates to fill Board vacancies; ➔ keeping up to date and fully aware of the strategic and commercial changes affecting the Group and the markets in which it operates; ➔ keeping under review the leadership needs of the business with a view to ensuring the continued ability to compete effectively in the marketplace; ➔ considering the continuing service of a Director; and ➔ providing recommendations for reappointment of Directors retiring by rotation. The Committee undertakes its responsibilities proactively, recognising it is important to plan Board succession well in advance, and to ensure that the Company’s Board and executive leadership skills are fully aligned to the Company’s long-term strategy. The Committee therefore takes care to ensure that there is a continuous pipeline of high-performing and executive talent beneath Board level. What the Committee did in 2016 The main focus of the Committee’s work in 2016 included: ➔ reviewing the Committee’s terms of reference, and conducting the annual review of the Committee’s performance; ➔ reviewing the independence of each Non-Executive Director, including each Non-Executive Director’s actual, potential or perceived conflicts of interest and concluding that each Non-Executive Director was independent in character and judgement and that there were no circumstances that were likely to affect their judgement; and ➔ recommending each Director for re-election at the forthcoming Annual General Meeting. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 34 34 Johnson Service Group PLC Annual Report and Accounts 2016 BOARD REPORT ON REMUNERATION Prior to 13 December 2013, Premium Listed companies incorporated in the UK were required to fully apply the Listing Rules of the Financial Conduct Authority (the ‘Listing Rules’) with respect to the disclosure of directors’ remuneration. From 13 December 2013, whilst certain aspects of the Listing Rules remain in force with respect to the disclosure of directors’ remuneration, most remuneration-related disclosures for Premium Listed companies incorporated in the UK will only need to comply with the BIS Directors’ Remuneration Reporting Regulations (the ‘Remuneration Regulations’) when making disclosures regarding directors’ remuneration. As an AIM listed company, the Company is not required to fully apply either the Listing Rules or the Remuneration Regulations, and hence is not required, and has not, presented a Board Report on Remuneration in accordance with those rules. Nevertheless, the Board considers it appropriate for the Company to provide Shareholders with information with respect to Executive remuneration. The information presented within this Board Report on Remuneration has, therefore, been prepared on a consistent basis with that in prior years. Remuneration Committee Throughout 2016, membership of the Remuneration Committee (the ‘Committee’) comprised the Chairman and the Independent Non-Executive Directors. Since the retirement of the previous Committee Chairman, at the conclusion of the 2016 Annual General Meeting, the Committee has been chaired by myself. None of the members of the Committee have, or had, any personal financial interests in the Company (other than as Shareholders), conflicts of interests arising from cross-directorships or day to day involvement in running the business. The Committee is responsible for overseeing the policy regarding Executive remuneration and for determining the remuneration packages for the Executive Directors. Periodically, the Committee engage PricewaterhouseCoopers LLP (‘PwC’) to provide guidance on standard market practice with regard to Executive remuneration, including the provision of factual reward surveys, based on a comparator group determined by the Remuneration Committee, which is used for benchmarking purposes. Remuneration Policy The Committee reviews the Company’s remuneration philosophy and structure each year to ensure that the remuneration framework remains effective in supporting the Company’s business objectives, in line with best practice, and fairly rewards individuals for the contribution that they make to the business, having regard to the size and complexity of the Group’s operations and the need to retain, motivate and attract employees of the highest calibre. The Committee intends that base salary and total remuneration of Executive Directors should be in line with the market. Remuneration is periodically benchmarked against rewards available for equivalent roles in a suitable comparator group with the aim of paying neither significantly above nor below the median for each element of remuneration. The Committee also considers general pay and employment conditions of all employees within the Group and is sensitive to these, to prevailing market conditions, and to governance trends when assessing the level of salaries and remuneration packages of Executive Directors. The total remuneration package links corporate and individual performance with an appropriate balance between short and long term elements, and fixed and variable components. The policy is designed to incentivise executives to meet the Company’s strategic objectives, such that a significant portion of total remuneration is performance related, based on a mixture of internal targets linked to the Company’s strategic business drivers (which can be easily measured, understood and accepted by both executives and Shareholders) and appropriate external comparator groups. The Committee considers that the targets set for the different elements of performance related remuneration are both appropriate and demanding in the context of the business environment and the challenges with which the Group is faced. As an AIM listed company, the Company does not require Shareholder approval for the adoption of new employee share plans, however, proposals for new schemes are discussed with major Shareholders to gain their views before being implemented. Full details of all schemes are included within this report, which is subject to approval by Shareholders at the Annual General Meeting. Malus and Clawback To reflect emergent best practice, and to align with Shareholder interests, the Committee introduced malus and clawback provisions in relation to all annual bonus and LTIP schemes (together ’Awards’) granted on or after 1 January 2015. The provisions enable the Committee to decide, up until the second anniversary of an Award becoming payable, in circumstances in which the Committee considers it appropriate, to reduce the quantum of an Award, cancel an Award or impose further conditions on an Award. The provisions also enable the Committee to decide, up until the second anniversary of an Award becoming payable that, in the relevant circumstances, the participant must repay to the Company (or any person nominated by the Company) some or all of the cash or shares received under an Award. The circumstances in which the Committee may apply the ‘malus’ and ‘clawback’ provisions include, but are not limited to, a material misstatement of the Company’s audited financial results, a miscalculation of the extent to which a performance target, applying to any Award granted on or after 1 January 2015, has been met, a material failure of risk management by the Company or any group company and serious reputational damage to the Company or any group company. Personal Shareholding Requirement and Holding Periods In order that their interests are linked with those of Shareholders, Executive Directors are expected to build up and maintain a personal shareholding in the Company, equal to at least the value of base salary. Non-Executive Directors are encouraged, but are not required, to hold a personal shareholding in the Company. The Committee has considered whether Executive Directors should be required to hold any shares for a further period after vesting or exercise, subject to the need to finance any costs of acquisition and associated tax liabilities. It was determined, for the present time at least, that a further restriction over the personal shareholding requirement was unnecessary. Components of Executive Remuneration The current remuneration of Executive Directors comprises the following five components: ➔ basic salary; ➔ annual bonus; ➔ taxable benefits; 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 35 Annual Report and Accounts 2016 Johnson Service Group PLC 35 ➔ share options (including the Long-Term Incentive Plan (Approved and Unapproved sections) and the Sharesave Plan); and ➔ pension arrangements (only basic salary is pensionable). linked to the Company’s Total Shareholder Return and Earnings per Share. Details of how the various components of remuneration are delivered are set out below. Basic Salary Basic salary represents a value which reflects the Remuneration Committee’s assessment of the market rate for relevant positions and the individual Director’s experience and value to the business. Annual reviews are considered against published information for similar sized groups and the level of increases awarded to staff throughout the Group. Annual Bonus The Group operates a Short Term Incentive Programme (‘STIP’) which provides for a performance related bonus based on the Group’s results. The individual targets for the Executive Directors are established by the Committee with a view to maximising Shareholder value and meeting other Group objectives. Subject to the achievement of the targets, the maximum amount of basic salary which any annual performance related bonus can represent is as follows: Chief Executive Officer Chief Financial Officer Awards made prior to 1 January 2017 Awards made on or after 1 January 2017 100% 125% 100% 110% The Chairman and the Non-Executive Directors are not eligible to participate in the STIP. The Committee reviews, on an annual basis, the performance criteria for each Executive Director to ensure that they remain appropriate. Taxable Benefits Taxable benefits, which are not performance related, principally include the provision of a car or car allowance, private medical insurance and, when necessary, payments for the curtailment of holiday as a result of business requirements. Share Options 2009 Long-Term Incentive Plan (the ‘LTIP’) To incentivise certain employees to maximise Shareholder value and to ensure the employees’ services are retained, the Company has adopted the LTIP, which was approved by a resolution of the Board on 7 May 2009. All employees (including Executive Directors) of the Group are eligible to participate in the LTIP, although in practice, participants will be limited to Executive Directors and Senior Management. Participants in the LTIP will be selected by the Remuneration Committee. Eligible participants will be granted awards entitling them to receive Ordinary shares in the Company after a specified vesting period and subject to the achievement of specified performance conditions. Vesting of awards granted under the LTIP will normally occur after a three year performance period. 2014 Award Awards were granted to Executive Directors and certain Senior Management on 13 March 2014 with an exercise price of £nil. The performance period is the three financial years starting 1 January 2014 and ending 31 December 2016, however, an award cannot vest before the third anniversary of its grant date. The performance conditions are The 2014 Award will vest in two tranches: ➔ 50 per cent of the award will vest by reference to the annualised growth in the Company’s net return index (‘TSR’) over the performance period relative to the annualised growth in the FTSE AIM All-Share Industrial Goods and Services net return index (the ‘Index’) over the performance period. None of the award will vest if the TSR growth is less than the Index growth. One quarter of the award will vest if the TSR growth is equal to the Index growth. The whole of the award will vest if the TSR growth is at least seven per cent above the Index growth. Vesting of the award will be on a straight line basis between these points. ➔ The remaining 50 per cent of the award will vest by reference to the annualised growth in the Company’s adjusted fully diluted earnings per share from continuing operations (‘EPS’) over the performance period relative to the annualised growth in the retail price index (‘RPI’) over the performance period. None of the remaining award will vest if the EPS growth is less than three per cent above the RPI growth. One quarter of the remaining award will vest if the EPS growth is three per cent above the RPI growth. The whole of the remaining award will vest if the EPS growth is at least eight per cent above the RPI growth. Vesting of the remaining award will be on a straight line basis if EPS growth is between three per cent and eight per cent above the RPI growth. For the purpose of calculating TSR and Index growth, the average of the net return index over the dealing days falling in the period of one month ending on the last day of the performance period will be compared to the average of the net return index over the dealing days falling in the period of one month immediately preceding the first day of the performance period, in each respect of the Company and for the FTSE AIM All-Share Industrial Goods and Services index. For the purpose of calculating EPS growth, the Company’s adjusted fully diluted earnings per share from continuing operations for the final financial year in the performance period will be compared to the Company’s adjusted fully diluted earnings per share from continuing operations for the financial year immediately before the start of the performance period. For the purpose of calculating RPI growth, the retail prices index value for the last month of the final financial year in the performance period will be compared to the retail prices index value for the last month of the financial year immediately before the start of the performance period. 2015 Award Awards were granted to Executive Directors and certain Senior Management on 8 May 2015 with an exercise price of £nil. The performance period is the three financial years starting 1 January 2015 and ending 31 December 2017. The awards will vest in two tranches and the performance conditions are as for the 2014 Award. 2016 Award Awards were granted to Executive Directors and certain Senior Management on 6 May 2016 with an exercise price of £nil. The performance period is the three financial years starting 1 January 2016 and ending 31 December 2018. The awards will vest in two tranches and the performance conditions are as for the 2014 Award. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 36 36 Johnson Service Group PLC Annual Report and Accounts 2016 BOARD REPORT ON REMUNERATION CONTINUED The actual number of shares the award holder will receive when exercising options will depend on the date of exercise, whether the performance conditions of the LTIP are achieved and the extent to which they are achieved, and also on how much of the gain (if any) can be delivered through the Approved LTIP. Part of the total award will be forfeited once the gain is determined, however, this will still leave the holder with the same gross gain that would have been received had only an award been made under the LTIP arrangement. On 8 May 2015, the Executive Directors and certain Senior Management were granted awards under the Approved LTIP, linked to the awards granted on the same date under the LTIP, at an exercise price of 80 pence. Sharesave Plan (the ‘SAYE Scheme’) The SAYE Scheme is open to all employees, including Executive Directors, who have completed two years’ service at the date of invitation and who open an approved savings contract. When the savings contract is started, options are granted to acquire the number of shares that the total savings will buy when the savings contract matures. Details of the exercise periods and normal expiry dates are given in note 26 of the Consolidated Financial Statements. Fixed and Variable Remuneration As stated above, the Company’s policy is to provide a total remuneration package that links corporate and individual performance with an appropriate balance between short and long term elements, and fixed and variable components. By way of illustration, the balance between the fixed and variable elements for the Executive Directors who were in office at 31 December 2016 is shown in the charts below for varying levels of vesting of the 2009 Long-Term Incentive Plan (LTIP), granted in 2014, 2015 and 2016, together with actual bonus and the maximum achievable bonus. Broadly, and assuming actual bonus achievement in 2016, there is a 53:47 split between fixed and variable pay if none of the LTIP were to vest and a 30:70 split between fixed and variable pay assuming maximum bonus achievement and maximum performance of the LTIP, showing the high proportion of performance-related pay that is ‘at risk’ in the total remuneration package. Selection of LTIP Performance Conditions The performance conditions for the 2014 Award, 2015 Award and 2016 Award were selected to incentivise award holders to maximise Shareholder value. The charts below demonstrate the effect on vesting of the above performance conditions: +3% +8% Relative Annualised EPS Growth 100% g n i t s e V % 25% 100% g n i t s e V % 25% +0% +7% Relative Annualised TSR Growth Measurement of Performance Conditions for the 2014 Award The performance period for the 2014 Award ended on 31 December 2016. The performance conditions, calculated as set out above, were both met in full. In accordance with the rules of the LTIP the award will vest on 13 March 2017, being the third anniversary of the 2014 Award grant date. Award recipients will then be eligible, subject to the rules of the LTIP, to exercise their Award up to and including 13 March 2024. 2009 Long-Term Incentive Plan Approved Section (the ‘Approved LTIP’) The Approved LTIP was approved by a resolution of the Board on 7 May 2009, and received approval from HM Revenue & Customs on 25 June 2009. The Approved LTIP is linked to the LTIP award referred to above. The linked awards give the holder the same potential gross gain as if they had just received the LTIP award, however, as the Approved LTIP is tax favoured, in certain circumstances all or part of any gain on the LTIP award will be received through the Approved LTIP and therefore taxed at a lower rate, or even zero. 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 37 Annual Report and Accounts 2016 Johnson Service Group PLC 37 The illustration of the current Executive Directors’ percentage of fixed and variable remuneration is based on a number of assumptions: ➔ fixed remuneration includes basic salary only and represents actual annual salary for 2016; ➔ variable remuneration includes annual bonus (assumed at either actual achievement for 2016 or maximum achievement where indicated within this illustration) and vested share options (LTIP); and ➔ the amount included in respect of the LTIP represents the annualised gross gain over the three year performance period, at an assumed vesting of 50% and then at 100% and assuming a share price at the date of exercise of 110 pence. Non-Executive Directors The Chairman and Non-Executive Directors receive fees which are set by the Board and which are commensurate with their experience and contribution to the Group. The Chairman and Non-Executive Directors do not participate in decisions regarding their own remuneration. They do not participate in any of the Group’s pension, share option or performance related bonus schemes. Service Contracts In the event of termination, without cause, the Company has a contractual obligation to compensate the Director for the unexpired period of his or her notice. The Company will seek to reduce this payment by means of the Director’s duty to mitigate this payment wherever possible. Executive Directors Chris Sander is employed under a service agreement dated 6 July 2004, as amended by a Variation Letter dated 20 October 2009 and as further amended on the appointment to Chief Executive Officer on 1 January 2014, which has no fixed expiry date and provides that the Company is required to give twelve months’ notice and Chris Sander is required to give six months’ notice. Yvonne Monaghan is employed under a service agreement dated 14 January 2004, as amended with the appointment to Chief Financial Officer on 31 August 2007, which has no fixed expiry date and provides that the Company is required to give twelve months’ notice and Yvonne Monaghan is required to give six months’ notice. Fixed 53% Variable 47% No LTIP Vesting & Actual Bonus Fixed 39% Variable 61% 50% LTIP Vesting & Actual Bonus Fixed 30% Variable 70% 100% LTIP Vesting & Maximum Bonus Variable Fixed Chairman and Non-Executive Directors The Chairman and Non-Executive Directors each have fixed term appointments. Each has a letter of appointment, dated as set out below, which requires the Company to provide three months’ notice, the Chairman to provide at least three months’ notice and each Non-Executive Director to provide at least one months’ notice. At 31 December 2016, the unexpired terms of the Chairman and Non-Executive Directors letters of appointment were: Paul Moody1 Bill Shannon2 Nick Gregg Date of Latest Letter of Appointment Service Agreement Start Date Service Agreement End Date 30 April 2014 25 February 2016 23 December 2015 1 May 2014 8 May 2016 1 January 2016 30 April 2017 7 May 2017 31 December 2018 Unexpired Term at 31 December 2016 4 months 4 months 2 years Note 1: On 24 February 2017, a new letter of appointment was issued which extended the unexpired term above by 36 months. Note 2: On 24 February 2017, a new letter of appointment was issued which extended the unexpired term above by 12 months. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 38 38 Johnson Service Group PLC Annual Report and Accounts 2016 BOARD REPORT ON REMUNERATION CONTINUED Performance Graph Over the five years to 31 December 2016 the Company has outperformed the FTSE AIM Industrial Goods and Services Index, the FTSE Support Services Index and the FTSE AIM All-Share Index with a net total shareholder return of 389% against a net total shareholder return of 97%, 88% and 29% respectively. Over the two years to 31 December 2016 the Company has outperformed the FTSE AIM Industrial Goods and Services Index, the FTSE Support Services Index and the FTSE AIM All-Share Index with a net total shareholder return of 94% against a net total shareholder return of 26%, 15% and 24% respectively. These indices have been selected for this comparison as, in the opinion of the Directors, they represent the general and specific sectors in which the Group operates. TSR 5 Year Performance TSR 2 Year Performance 500 450 400 350 300 250 200 150 100 50 0 Dec-11 Dec-12 Dec-13 Dec-14 Dec-15 Dec-16 200 150 100 50 0 Dec-14 Dec-15 Dec-16 JSG FTSE AIM All-Share FTSE Support Services FTSE AIM Industrial Goods & Services Directors’ Remuneration (Audited) Executive Directors Chris Sander Yvonne Monaghan Non-Executive Directors Paul Moody Bill Shannon Nick Gregg Former Directors Michael Del Mar Note 1 1,2 3 4 5 Basic Salary/Fees 2016 £000 331 253 105 43 38 14 784 Bonus/ Allowance 2016 £000 291 222 – – – – Cash in Lieu of Pension 2016 £000 59 45 – – – – 513 104 Taxable Benefits 2016 £000 19 31 – – – – 50 Total 2016 £000 700 551 105 43 38 Total 2015 £000 565 451 85 36 – 14 1,451 37 1,174 Note 1: Details of the amounts included in the table above for Chris Sander and Yvonne Monaghan under ‘Cash in Lieu of Pension’ are set out below. Note 2: As set out within the Director biographies on page 20, Yvonne Monaghan is also a Non-Executive Director of NWF Group plc. She received, and retained, fees of £38,000 and £37,000 in 2016 and 2015 respectively for her services. Note 3: Following the retirement of Michael Del Mar on 5 May 2016, Bill Shannon assumed the role of Senior Independent Non-Executive Director. The figure included in the table above for 2016 reflects the increased amount paid in respect of his additional responsibility. Note 4: Following the retirement of Michael Del Mar on 5 May 2016, Nick Gregg assumed the role of Chairman of the Remuneration Committee. The figure included in the table above for 2016 reflects the increased amount paid in respect of his additional responsibility. Note 5: Michael Del Mar retired as Senior Independent Non-Executive Director on 5 May 2016. The figure included in the table above for 2016 reflects the amount paid up until the date of retirement. No Director waived any emoluments in respect of the years ended 31 December 2016 and 31 December 2015. 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 39 Annual Report and Accounts 2016 Johnson Service Group PLC 39 Pension Benefits of Executive Directors Executive Directors are entitled to receive retirement benefits, which are calculated on basic salary, under one or more of the Group’s contributory defined benefit or defined contribution schemes. Details of the schemes are given in note 23 of the consolidated financial statements. Each Executive Director, who served during the current year has left active pensionable service and is entitled to a preserved benefit under the Johnson Group Defined Benefit Scheme (the ‘JGDBS’), which is of the defined benefit type. The accrued pension entitlement shown is the amount that would be paid annually on retirement (at normal retirement age). This pension is calculated based on the total period of pensionable service to the Company, both before and after becoming a Director. Chris Sander Yvonne Monaghan Accrued pension entitlement at December 2016 £000 58 48 Accrued pension entitlement at December 2015 £000 58 48 From 1 April 2011, Chris Sander opted to become a deferred member of the JGDBS and receive a monthly cash amount equal to 16.0% of his monthly salary. From 1 January 2014, the monthly cash amount increased to 17.8% of his monthly salary. From 1 January 2012, Yvonne Monaghan opted to become a deferred member of the JGDBS and receive a monthly cash amount equal to 17.8% of her monthly salary. The amounts payable in the year to Chris Sander and Yvonne Monaghan under the above arrangements were £58,918 and £44,945 respectively (2015: £56,070 and £43,966 respectively). Both Executive Directors took a partial transfer of benefits on 31 March 2012. Interests in Share Capital The interests of the Directors who were in office at 31 December 2016, together with the interests of their close family, in the shares of the Company at the commencement, or date of appointment if later, and close of the financial year, were as follows: Beneficial Paul Moody Chris Sander Yvonne Monaghan Bill Shannon Issued share capital* Directors’ share holding Non Beneficial Yvonne Monaghan, Chris Sander and others * Issued share capital is as at the balance sheet date 31 December 2016 Ordinary shares of 10p each 31 December 2015 Ordinary shares of 10p each 100,000 525,930 564,086 125,000 1,315,016 365,108,019 0.4% 100,000 525,930 564,086 125,000 1,315,016 330,570,023 0.4% 588,452 588,452 There have been no changes in the Directors’ interests in the shares of the Company during the period 31 December 2016 up until the time of signing this report. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt2_168631 Johnson Services – Annual Report Pt2 03/03/2017 16:57 Page 40 40 Johnson Service Group PLC Annual Report and Accounts 2016 BOARD REPORT ON REMUNERATION CONTINUED Beneficial Interests in Share Options (Audited) The interests of the Directors, who have served during the year, in share options of the Company at the commencement and close of the financial year (or date of resignation if earlier) were as follows: Date of Grant 1 October 2013 13 March 2014 8 May 2015 8 May 2015 6 May 2016 1 October 2013 13 March 2014 8 May 2015 8 May 2015 6 May 2016 At 31 December 2015 17,526 461,855 393,750 37,500 – 17,526 387,628 308,750 37,500 – Options Granted During Year Options Lapsed During Year Options Cancelled During Year Options Exercised During Year – – – – 359,782 – – – – 274,456 – – – – – – – – – – – – – – – – – – – – – – – – – – – – – – At 31 December 2016 17,526 461,855 393,750 37,500 359,782 17,526 387,628 308,750 37,500 274,456 Option Price 43.75p nil nil 80.00p nil 43.75p nil nil 80.00p nil Chris Sander Scheme 3 Scheme 1 Scheme 1 Scheme 2 Scheme 1 Yvonne Monaghan Scheme 3 Scheme 1 Scheme 1 Scheme 2 Scheme 1 Scheme 1 – 2009 Long-Term Incentive Plan (the ‘2009 LTIP’) Scheme 2 – 2009 Long-Term Incentive Plan Approved Section (the ‘2009 Approved LTIP’) Scheme 3 – Sharesave Plan (‘SAYE Scheme’) Details of the 2009 LTIP, the 2009 Approved LTIP and the SAYE Scheme are given on pages 35 to 36 of the Board Report on Remuneration. Director Gains No Director exercised options over shares in the Company during 2015 or 2016. On 1 December 2015, Yvonne Monaghan sold 28,689 ordinary shares at a price of 88 pence per Share. On the same day her spouse sold 171,311 ordinary shares also at a price of 88 pence per Share. Other Details The mid market price of the Ordinary shares of 10p each on 31 December 2016 and 31 December 2015 was 114.75 pence and 87.75 pence respectively. During the year, the mid market price of the Ordinary shares of 10p each ranged between 85.00 pence and 114.75 pence (2015: 61.50 pence and 92.75 pence). None of the terms or conditions of the share options were varied during the year. There have been no changes in the Directors’ interests during the period 31 December 2016 to 28 February 2017, this being the date of this report. Annual General Meeting A resolution will be proposed at the Annual General Meeting to seek approval of the Board Report on Remuneration. Nick Gregg Chairman, Remuneration Committee 28 February 2017 Annual Report and Accounts 2016 Johnson Service Group PLC 41 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF JOHNSON SERVICE GROUP PLC Report on the Group financial statements Our opinion In our opinion, Johnson Service Group PLC’s Group financial statements (the ‘financial statements’): ➔ give a true and fair view of the state of the Group’s affairs as at 31 December 2016 and of its profit and cash flows for the year then ended; ➔ have been properly prepared in accordance with International Financial Reporting Standards (‘IFRSs’) as adopted by the European Union; and ➔ have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited The financial statements, included within the Annual Report and Accounts (the ‘Annual Report’), comprise: ➔ the consolidated balance sheet as at 31 December 2016; ➔ the consolidated income statement and consolidated statement of comprehensive income for the year then ended; ➔ the consolidated statement of changes in shareholders’ equity for the year then ended; ➔ the consolidated statement of cash flows for the year then ended; ➔ the statement of significant accounting policies; and ➔ the notes to the financial statements, which include other explanatory information. Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the financial statements. These are cross-referenced from the financial statements and are identified as audited. The financial reporting framework that has been applied in the preparation of the financial statements is IFRSs as adopted by the European Union, and applicable law. Our audit approach Overview ➔ Overall Group materiality: £1.9 million which represents 5% of Adjusted Operating Profit. ➔ We focused our work over the Group’s continuing operations on the Apparelmaster, Stalbridge, London Linen, Bourne and Afonwen reporting packs. ➔ We performed procedures over three Group companies, including Johnson Service Group PLC (the parent company of the Group), and the consolidation adjustments. ➔ The components where we performed our audit work, together with procedures over the consolidation adjustments, accounted for 98% of revenue and 99% of Adjusted Operating Profit from continuing operations. ➔ Audit procedures were performed in relation to the Drycleaning segment, presented as a discontinued operation (refer to note 32). We focused our work on Johnsons Cleaners, which accounts for 92% of the revenue and 86% of the reported Adjusted Operating Profit that is presented within discontinued operations. ➔ Accounting for the acquisitions of Zip Textiles (Services) Limited (‘Zip’), Chester Laundry Limited (‘Chester’) and Portgrade Limited, together with its trading subsidiary Afonwen Laundry Limited (‘Afonwen’). ➔ Accounting for complex customer arrangements. ➔ Discontinued operations and assets held for sale. ➔ Property provisions. The scope of our audit and our areas of focus We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) (‘ISAs (UK & Ireland)’). We designed our audit by determining materiality and assessing the risks of material misstatement in the financial statements. In particular, we looked at where the Directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain. As in all of our audits we also addressed the risk of management override of internal controls, including evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud. The risks of material misstatement that had the greatest effect on our audit, including the allocation of our resources and effort, are identified as ‘areas of focus’ in the table below. We have also set out how we tailored our audit to address these specific areas in order to provide an opinion on the financial statements as a whole, and any comments we make on the results of our procedures should be read in this context. This is not a complete list of all risks identified by our audit. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt3_168631 Johnson Services – Annual Report Pt3 03/03/2017 16:59 Page 42 42 Johnson Service Group PLC Annual Report and Accounts 2016 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF JOHNSON SERVICE GROUP PLC CONTINUED Area of focus Accounting for the acquisition of Zip, Chester and Afonwen Refer to page 30 of the Audit Committee Report, page 55 of the Statement of Significant Accounting Policies and note 31 of the Consolidated Financial Statements. On 28 January 2016 the Group acquired 100% of the share capital of Zip for net consideration of £13.0 million. On 26 April 2016 the Group acquired 100% of the share capital of Chester for net consideration of £1.0 million. On 28 April 2016 the Group acquired 100% of the share capital of Afonwen for net consideration of £41.9 million. We focused on these areas because the accounting for acquisitions involved management judgements and estimates that have a material impact on the amounts recognised in the Group Financial Statements, including: ➔ determining the fair value of intangible assets acquired, including customer lists and contracts, which the Directors valued at £15.4 million (Afonwen) and £3.1 million (Zip), and the useful economic lives of those customer lists and contracts, which were assessed as six years; and ➔ determining the fair value of other assets and liabilities acquired. Accounting for complex customer arrangements Refer to page 30 of the Audit Committee Report and page 53 of the Statement of Significant Accounting Policies. The Group, through the Textile Rental reporting segment, gives rebates to certain key customers. These are contractual and vary by customer, but largely relate to volume based rebates on sales made throughout the financial year, with the value being determined by the level of spend. We focused on this area because the amount of customer rebates payable in respect of the year is determined by the contract terms for each customer, which are negotiated separately and, as a result, differ from one another. This means that the calculation of the rebates recognised in the Income Statement, and as a payable at the year end, relies on a manual process, which is inherently more prone to error than systems-based processes. We also focused on the completeness of the income statement charge and year end provision due to the risk of potential omission given the manual nature of management’s process. How our audit addressed the area of focus We obtained and read the relevant terms of the purchase agreements to inform our further audit procedures to test the accounting for the acquisitions. We tested the recognition in the Group’s financial statements of the fair value of the assets and liabilities acquired (and residual goodwill). In doing so, we: ➔ tested the Directors’ valuation of the acquired customer lists by testing if the assumptions used in the calculations were consistent with our understanding of the acquisitions and through agreement to supporting evidence. In addition, we compared the assumption to previous acquisitions made by the Group in this industry, including estimated customer renewal rates, attrition rates and the discount rate applied. We found no inconsistencies in the assumptions determined by management; ➔ considered whether any other intangible assets should have been identified by the Directors, based on our understanding of the transactions, our knowledge of the businesses, the purchase agreements and discussions with the Directors; we did not identify any; and ➔ tested whether other assets and liabilities acquired had been recognised at fair value, with no material differences identified. To test customer rebates, we: ➔ recalculated, for a sample of customers, the customer rebate expense recognised within the Income Statement in the year, and provided for at the balance sheet date, finding them to be broadly consistent with amounts recognised; ➔ for a sample of customers, compared sales recorded in the year, and the contractual rebate arrangements agreed with each customer to the Directors’ calculation of the rebate expense, finding it to not be materially different; ➔ compared the provision made at the prior year end to the amounts paid in 2016 in respect of those provisions, with no material differences identified; and ➔ tested whether any rebate arrangements had been omitted from the amounts charged in the year, and liabilities held at the balance sheet date, by checking the contractual arrangements with the Group’s most significant customers by sales volume to make sure that all rebate arrangements had been identified by the Directors and did not identify any that had been omitted; and agreed amounts paid to customers post period end to source documentation to check they had been accounted for in the right accounting period, and found no instances of amounts recorded in the wrong period. Annual Report and Accounts 2016 Johnson Service Group PLC 43 Area of focus Discontinued operations and assets held for sale Refer to page 30 of the Audit Committee Report, page 55 of the Statement of Significant Accounting Policies and note 32 of the Consolidated Financial Statements. The Directors considered the results of the Drycleaning division to be discontinued and classified the assets and liabilities of the division as held for sale at 31 December 2016 as a result of the sale of the Drycleaning division that was completed on 4 January 2017. The assets and liabilities held for sale were written down to a fair value of £7.8 million, based on the estimated sales proceeds per the sale and purchase agreement (‘SPA’), net of disposal costs. The sale proceeds in the SPA include £1.0 million of contingent consideration. The Directors have estimated this will be paid in full, and have therefore included the £1.0 million of contingent consideration within the total net proceeds. The write down to fair value of net assets and liabilities held for sale to £7.8 million resulted in an impairment recognised against goodwill of £2.0 million. We focused on this area as there is judgment in determining whether the Drycleaning division met the criteria as held for sale and discontinued operations as at 31 December 2016. There is also judgement in estimating the fair value of contingent consideration receivable which is used by the Directors to determine the fair value of assets and liabilities held for sale, and to calculate the resulting impairment of goodwill. Property provisions Refer to page 57 of the Statement of Significant Accounting Policies and note 22 of the Consolidated Financial Statements. The total property provision in the Drycleaning division at 31 December 2016 was £5.1 million, representing costs to be incurred including rent, rates, dilapidations and other costs of exiting stores identified for closure, and as a result of previous store closures. Of this provision £3.3 million was included in liabilities directly associated with assets classified as held for sale. We focused on this area because it is material in the context of the financial statements and estimating the extent of the remaining provision necessary involves subjective judgements, in particular, estimates on future lease obligation costs. Therefore, there is a risk that the provision is incorrectly valued. How our audit addressed the area of focus We assessed the facts and circumstances as at 31 December 2016 to consider whether it was appropriate to account for the Drycleaning division as a discontinued operation and to recognise the related assets and liabilities as held for sale. We considered the classification to be appropriate on the basis that the Drycleaning division was available for immediate sale and the sale was highly probable at the Balance Sheet date, evidenced by the completion of the disposal on 4 January 2017. We obtained and reviewed the final sale and purchase agreement to inform our testing and to identify warranties included within the agreement, along with testing managements key judgements including; ➔ considered the Directors’ assessment of the value of contingent consideration. Based on the likelihood of the conditions being met for contingent consideration to become payable we found the estimate of proceeds of £1.0 million to be appropriate; ➔ verifying the value of sale proceeds used in the calculation of the fair value of assets and liabilities held for sale by reviewing the final sale and purchase agreement and agreeing amounts through to cash received and found no exceptions; ➔ testing the fair value adjustments to ensure that the assets and liabilities held for sale were correctly valued, and did not find any material inaccuracies; and ➔ reviewing the related disclosures to ensure they are compliant with IFRS 5 and found no omissions or exceptions. We tested the Directors’ key assumptions and estimates in determining the required level of provision by: ➔ testing changes in dilapidations estimates by obtaining an understanding over the condition of a sample of stores, achieved through discussions with management’s expert and through leveraging store visits performed in the last three years, which validated the extent of work required for a sample of stores. Agreeing back to available documentation between the Group and landlords as to expected costs to be incurred. Differences identified were within what we consider to be an acceptable tolerance; ➔ obtaining the final sale and purchase agreement to agree the split of provisions between held for sale (£3.3 million) and continuing operations (£1.8 million), which did not identify any errors; ➔ agreeing rent costs provided for to third party documentation including lease agreements, invoices and rent review documentation without identifying any exceptions; and ➔ assessing the other associated costs of exit, including legal costs, where we identified no material exceptions. In addition, we assessed the Directors’ historical forecasting accuracy with respect to the cost of store closures by comparing provisions previously recognised with actual costs incurred following store closures, and did not find any material inaccuracies. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the Group, the accounting processes and controls, and the industry in which the Group operates. The Group is structured along two reporting segments being Textile Rental and Drycleaning. The Textile Rental segment represents the continuing operations of the Group, and we performed an audit of the complete financial information of Apparelmaster, Stalbridge, London Linen, Bourne and Afonwen. We also performed an audit of the complete financial information of three Group companies, including Johnson Service Group PLC (the parent company of the Group), and audited the consolidation adjustments. The components where we performed our audit work account for 98% of revenue and 99% of Adjusted Operating Profit from continuing operations. The results of the Drycleaning segment have been presented within discontinued operations (refer to note 32), which comprises Johnson Cleaners, Jeeves of Belgravia and Jeeves International. We performed an audit of the complete financial information of Johnsons Cleaners, which accounts for 92% of revenue and 86% of Adjusted Operating Profit from discontinued operations. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt3_168631 Johnson Services – Annual Report Pt3 03/03/2017 16:59 Page 44 44 Johnson Service Group PLC Annual Report and Accounts 2016 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF JOHNSON SERVICE GROUP PLC CONTINUED Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Overall Group materiality £1.9 million (2015: £1.4 million). How we determined it 5% of Adjusted Operating Profit. Rationale for benchmark applied Adjusted Operating Profit from continuing operations is the key measure used both internally by the Board and, we believe, through reading Directors’ presentations to analysts, externally by shareholders in evaluating the performance of the Group. This measure excludes interest, tax, amortisation and impairment of intangible assets (excluding software) and exceptional items. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £100,000 (2015: £70,000) as well as misstatements below that amount that, in our view, warranted reporting for qualitative reasons. Going concern The Directors have chosen to voluntarily report how they have applied the UK Corporate Governance Code (the ‘Code’) as if the Company were a premium listed company. Under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to the Directors’ statement about whether they considered it appropriate to adopt the going concern basis in preparing the financial statements. We have nothing material to add or to draw attention to. As noted in the Directors’ statement, the Directors have concluded that it is appropriate to adopt the going concern basis in preparing the financial statements. The going concern basis presumes that the Group has adequate resources to remain in operation, and that the Directors intend it to do so, for at least one year from the date the financial statements were approved. As part of our audit we have concluded that the Directors’ use of the going concern basis is appropriate. However, because not all future events or conditions can be predicted, these statements are not a guarantee as to the Group’s ability to continue as a going concern. Other required reporting Consistency of other information and compliance with applicable requirements Companies Act 2006 reporting In our opinion, based on the work undertaken in the course of the audit: ➔ the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ➔ the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. In addition, in light of the knowledge and understanding of the Group and its environment obtained in the course of the audit, we are required to report if we have identified any material misstatements in the Strategic Report and the Directors’ Report. We have nothing to report in this respect. ISAs (UK & Ireland) reporting As a result of the Directors’ voluntary reporting on how they have applied the Code, under ISAs (UK & Ireland) we are required to report to you if, in our opinion: ➔ information in the Annual Report is: − materially inconsistent with the information in the audited financial statements; or − apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group We have no exceptions to report. acquired in the course of performing our audit; or − otherwise misleading. ➔ the statement given by the Directors on page 23, in accordance with provision C.1.1 of the Code, that they consider the Annual Report taken as a whole to be fair, balanced and understandable and provides the information necessary for members to assess the Group’s position and performance, business model and strategy is materially inconsistent with our knowledge of the Group acquired in the course of performing our audit. We have no exceptions to report. ➔ the section of the Annual Report on page 29, as required by provision C.3.8 of the Code, describing the work of the Audit Committee does not appropriately address matters communicated by us to the Audit Committee. We have no exceptions to report. Annual Report and Accounts 2016 Johnson Service Group PLC 45 The Directors’ assessment of the prospects of the Group and of the principal risks that would threaten the solvency or liquidity of the Group As a result of the Directors’ voluntary reporting on how they have applied the Code, under ISAs (UK & Ireland) we are required to report to you if we have anything material to add or to draw attention to in relation to: ➔ the Directors’ confirmation on page 28 of the Annual Report, in accordance with provision C.2.1 of the Code, 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. We have nothing material to add or to draw attention to. ➔ the disclosures in the Annual Report that describe those risks and explain how they are being managed or mitigated. ➔ the Directors’ explanation on pages 4 and 5 of the Annual Report, in accordance with provision C.2.2 of the Code, 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 have nothing material to add or to draw attention to. We have nothing material to add or to draw attention to. Adequacy of information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion, we have not received all the information and explanations we require for our audit. We have no exceptions to report arising from this responsibility. Directors’ remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of Directors’ remuneration specified by law are not made. We have no exceptions to report arising from this responsibility. Other voluntary reporting Opinion on additional disclosures Corporate Governance Statement The Company voluntarily prepares a corporate governance statement that includes the information with respect to internal control and risk management systems and about share capital structures required by the Disclosure Guidance and Transparency Rules sourcebook of the Financial Conduct Authority. The Directors have requested that we report on the consistency of that information with the financial statements. In our opinion the information given in the Corporate Governance Statement set out on pages 24 to 33 with respect to internal control and risk management systems and about share capital structures is consistent with the financial statements. Matter on which we have agreed to report by exception Corporate governance statement The Company’s voluntary Corporate Governance Statement includes details of the Company’s compliance with the UK Corporate Governance Code. The Directors have requested that we review the parts of the Corporate Governance Statement relating to the ten further provisions of the UK Corporate Governance Code specified for auditor review by the Listing Rules of the Financial Conduct Authority as if the Company were a premium listed company. We have nothing to report having performed our review. Responsibilities for the financial statements and the audit Our responsibilities and those of the Directors 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 ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt3_168631 Johnson Services – Annual Report Pt3 03/03/2017 16:59 Page 46 46 Johnson Service Group PLC Annual Report and Accounts 2016 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF JOHNSON SERVICE GROUP PLC CONTINUED What an audit of financial statements involves An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ➔ whether the accounting policies are appropriate to the Group’s circumstances and have been consistently applied and adequately disclosed; ➔ the reasonableness of significant accounting estimates made by the Directors; and ➔ the overall presentation of the financial statements. We primarily focus our work in these areas by assessing the Directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. 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. With respect to the Strategic Report and Directors’ Report, we consider whether those reports include the disclosures required by applicable legal requirements. Other matter We have reported separately on the Company financial statements of Johnson Service Group PLC for the year ended 31 December 2016. Graham Parsons (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Manchester 28 February 2017 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 47 CONSOLIDATED INCOME STATEMENT Continuing Operations Revenue Operating profit Operating profit before amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items Amortisation and impairment of intangible assets (excluding software amortisation) Exceptional items – Restructuring and other costs – Costs in relation to business acquisition activity – Pension costs – Profit on disposal of freehold property Operating profit Finance cost Finance income Notional pension interest Total finance cost Profit before taxation Taxation charge** Profit for the year from continuing operations Loss for the year from discontinued operations Profit for the year attributable to equity holders Earnings per share Basic earnings per share From continuing operations From discontinued operations From total operations Fully diluted earnings per share From continuing operations From discontinued operations From total operations Adjusted basic earnings per share From continuing operations From discontinued operations From total operations Adjusted fully diluted earnings per share From continuing operations From discontinued operations From total operations Note 1 2 1 6 2 7 9 32 11 Annual Report and Accounts 2016 Johnson Service Group PLC 47 Year ended 31 December 2016 £m 256.7 29.8 Year ended 31 December 2015 £m (Restated*) 188.2 19.9 37.7 (6.9) – (1.2) (0.3) 0.5 29.8 (3.3) – (0.6) (3.9) 25.9 (5.0) 20.9 (0.3) 20.6 6.0p (0.1p) 5.9p 5.9p (0.1p) 5.8p 7.7p 0.4p 8.1p 7.6p 0.4p 8.0p 25.9 (3.5) (1.0) (1.5) – – 19.9 (2.1) 0.1 (0.6) (2.6) 17.3 (3.4) 13.9 (3.6) 10.3 4.3p (1.1p) 3.2p 4.3p (1.1p) 3.2p 5.8p 0.5p 6.3p 5.8p 0.5p 6.3p The notes on pages 61 to 92 are an integral part of these financial statements. * The 2015 Income Statement has been restated to reflect the presentation of Drycleaning as a Discontinued Operation. See page 51 for further information. ** Including £1.5 million credit (2015: £0.8 million credit) relating to amortisation and impairment of intangible assets (excluding software amortisation) and £0.2 million credit (2015: £0.4 million credit) relating to exceptional items of which £nil (2015: £0.2 million credit) relates to prior year adjustments. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 48 48 Johnson Service Group PLC Annual Report and Accounts 2016 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME Profit for the year Items that will not be subsequently reclassified to profit or loss Re-measurement and experience (losses)/gains on post-employment benefit obligations Taxation in respect of re-measurement and experience losses/(gains) Change in deferred tax due to change in tax rate Items that may be subsequently reclassified to profit or loss Cash flow hedges (net of taxation) – fair value loss – transfers to administrative expenses – transfers to finance cost Other comprehensive (loss)/income for the year Total comprehensive income for the year Note 23 Year ended 31 December 2016 £m 20.6 (3.5) 0.6 (0.1) (0.4) 0.2 0.3 (2.9) 17.7 CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance at 1 January 2015 Profit for the year Other comprehensive (loss)/income Total comprehensive (loss)/income for the year Share options (value of employee services) Deferred tax on share options Issue of share capital Dividend paid Transactions with Shareholders recognised directly in Shareholders’ equity Balance at 31 December 2015 Balance at 1 January 2016 Profit for the year Other comprehensive income/(loss) Total comprehensive income for the year Share options (value of employee services) Current tax on share options Issue of share capital Dividend paid Transactions with Shareholders recognised directly in Shareholders’ equity Balance at 31 December 2016 Share Capital £m 30.0 – – – – – 3.1 – 3.1 33.1 33.1 – – – – – 3.4 – 3.4 36.5 Share Premium £m 14.5 – – – – – – – – 14.5 14.5 – – – – – 0.5 – 0.5 15.0 Merger Reserve £m 1.6 – – – – – – – – 1.6 1.6 – – – – – – – – Capital Redemption Reserve £m 0.6 – – – – – – – – 0.6 0.6 – – – – – – – – Hedge Reserve £m (0.4) – (0.4) (0.4) – – – – – (0.8) (0.8) – 0.1 0.1 – – – – – 1.6 0.6 (0.7) Retained Earnings £m 33.7 10.3 0.8 11.1 0.5 0.1 18.1 (5.7) 13.0 57.8 57.8 20.6 (3.0) 17.6 0.8 0.2 25.4 (7.7) 18.7 94.1 Year ended 31 December 2015 £m 10.3 1.2 (0.2) (0.2) (1.0) 0.3 0.3 0.4 10.7 Total Equity £m 80.0 10.3 0.4 10.7 0.5 0.1 21.2 (5.7) 16.1 106.8 106.8 20.6 (2.9) 17.7 0.8 0.2 29.3 (7.7) 22.6 147.1 The Group has an Employee Benefit Trust (EBT) to administer share plans and to acquire shares, using funds contributed by the Group, to meet commitments to employee share schemes. At 31 December 2016, the EBT held 20,739 shares (2015: 20,739). 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 49 CONSOLIDATED BALANCE SHEET Non-current assets Goodwill Intangible assets Property, plant and equipment Textile rental items Trade and other receivables Deferred income tax assets Current assets Inventories Trade and other receivables Cash and cash equivalents Assets classified as held for sale Current liabilities Trade and other payables Current income tax liabilities Borrowings Derivative financial liabilities Provisions Liabilities directly associated with assets classified as held for sale Non-current liabilities Post-employment benefit obligations Deferred income tax liabilities Trade and other payables Borrowings Derivative financial liabilities Provisions Net assets Capital and reserves attributable to the company’s shareholders Share capital Share premium Merger reserve Capital redemption reserve Hedge reserve Retained earnings Total equity Annual Report and Accounts 2016 Johnson Service Group PLC 49 Note 12 13 14 15 17 21 16 17 32 18 20 24 22 32 23 21 19 20 24 22 26 28 As at 31 December 2016 £m 115.6 47.9 81.7 44.1 0.3 4.2 293.8 2.2 43.3 2.9 17.2 65.6 60.6 4.3 19.9 0.3 1.9 9.4 96.4 18.2 10.0 2.3 82.0 0.5 2.9 115.9 147.1 36.5 15.0 1.6 0.6 (0.7) 94.1 147.1 As at 31 December 2015 £m (Restated*) 93.5 36.6 58.2 36.5 0.4 3.5 228.7 2.7 40.5 4.6 – 47.8 52.6 2.9 11.8 0.3 6.2 – 73.8 16.0 6.8 2.2 64.0 0.6 6.3 95.9 106.8 33.1 14.5 1.6 0.6 (0.8) 57.8 106.8 * 2015 balances for cash and borrowings have been restated as a result of guidance issued in March 2016 by the IFRS Interpretations Committee regarding when bank overdrafts in cash-pooling arrangements would meet the requirements for offsetting in accordance with IAS 32: ‘Financial instruments: Presentation’. Further details are provided on page 51. The notes on pages 61 to 92 are an integral part of these financial statements. The financial statements on pages 47 to 92 were approved by the Board of Directors on 28 February 2017 and signed on its behalf by: Yvonne Monaghan Chief Financial Officer S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 50 50 Johnson Service Group PLC Annual Report and Accounts 2016 CONSOLIDATED STATEMENT OF CASH FLOWS Cash flows from operating activities Profit for the year Adjustments for: Taxation charge/(credit) – continuing operations Total finance cost – discontinued operations – continuing operations – discontinued operations Depreciation Amortisation Revaluation of assets classified as held for sale Decrease in inventories Decrease/(increase) in trade and other receivables Increase in trade and other payables Costs in relation to business acquisition activity Deficit recovery payments in respect of post-employment benefit obligations Share-based payments Post-employment benefit obligations Decrease in provisions Cash generated from operations Interest paid Taxation paid Net cash generated from operating activities Cash flows from investing activities Acquisition of businesses (net of cash and overdrafts acquired) Proceeds from sale of business (net of cash disposed) Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Purchase of textile rental items Proceeds received in respect of special charges Net cash used in investing activities Cash flows from financing activities Proceeds from borrowings Repayment of borrowings Capital element of finance leases Net proceeds from issue of Ordinary shares Dividend paid Net cash generated from financing activities Net increase in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year Cash and cash equivalents comprise: Cash Overdraft Within assets classified as held for sale Cash and cash equivalents at end of the year The notes on pages 61 to 92 are an integral part of these financial statements. Note 9 32 7 32 6 27 23 31 32 33 Year ended 31 December 2016 £m Year ended 31 December 2015 £m 20.6 5.0 0.6 3.9 0.1 44.5 7.1 2.0 0.4 0.8 0.9 1.2 (1.9) 0.8 (0.1) (4.4) 81.5 (3.0) (5.9) 72.6 (58.0) – (15.5) 0.6 (34.5) 2.7 (104.7) 88.0 (69.3) (5.3) 29.3 (7.7) 35.0 2.9 (4.4) (1.5) 2.9 (5.2) 0.8 (1.5) 10.3 3.4 (1.0) 2.6 0.1 33.0 3.6 – 0.1 (0.8) 2.5 1.5 (1.9) 0.5 (0.1) (2.3) 51.5 (2.2) (2.3) 47.0 (70.4) 0.9 (4.4) 0.1 (27.5) 2.2 (99.1) 93.0 (54.3) (1.6) 21.2 (5.7) 52.6 0.5 (4.9) (4.4) 4.6 (9.0) – (4.4) 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 51 Annual Report and Accounts 2016 Johnson Service Group PLC 51 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES Johnson Service Group PLC (the ‘Company’) and its subsidiaries (together ‘the Group’) provide textile rental and related services across the UK. The Company is incorporated and domiciled in the UK, its registered number is 523335 and the address of its registered office is Johnson House, Abbots Park, Monks Way, Preston Brook, Cheshire, WA7 3GH. The Company is a public limited company and has its primary listing on the AIM division of the London Stock Exchange. The Group and Company financial statements were authorised for issue by the Board on 28 February 2017. Basis of preparation The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to the information presented, unless otherwise stated. The consolidated financial statements of the Group have been prepared on a going concern basis in accordance with International Financial Reporting Standards as adopted by the European Union (IFRS as adopted by the EU), IFRS Interpretation Committee (IFRS IC) interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss. The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed below in the section entitled ‘Critical accounting estimates and assumptions’. Prior period restatement Discontinued operations The Consolidated Income Statement for the year ended 31 December 2015 has been restated, as shown below, to reflect the Drycleaning reporting segment being classified as a Discontinued Operation. None of the changes impact the total comprehensive income, net assets or cash flows of the Group. Revenue Operating profit before amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items Amortisation and impairment of intangible assets (excluding software amortisation) Exceptional items – Restructuring and other costs – Costs in relation to business acquisition activity Operating profit Finance cost Finance income Notional pension interest Total finance cost Profit before taxation Taxation charge Profit for the year from continuing operations Loss for the year from discontinued operations Profit for the year attributable to equity holders As Previously Reported £m 234.4 Adjustment £m (46.2) As Restated £m 188.2 27.9 (3.5) (7.5) (1.5) 15.4 (2.2) 0.1 (0.6) (2.7) 12.7 (2.4) 10.3 – 10.3 (2.0) – 6.5 – 4.5 0.1 – – 0.1 4.6 (1.0) 3.6 (3.6) – 25.9 (3.5) (1.0) (1.5) 19.9 (2.1) 0.1 (0.6) (2.6) 17.3 (3.4) 13.9 (3.6) 10.3 Cash pooling In March 2016, the IFRS IC issued an agenda decision regarding the treatment of offsetting and cash-pooling arrangements in accordance with IAS 32: ‘Financial instruments: Presentation’. This provided additional guidance on when bank overdrafts in cash-pooling arrangements would meet the requirements for offsetting in accordance with IAS 32. As a consequence of the above, the Group has reviewed its cash-pooling arrangements and has revised its presentation of bank overdrafts. As a result the Group has presented an additional £3.5 million within borrowings in the current period and increased its cash balances (or cash within assets classified as held for sale) by an equal and opposite amount. Comparatives at 31 December 2015 have been similarly restated by £4.5 million. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 52 52 Johnson Service Group PLC Annual Report and Accounts 2016 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED New and amended standards adopted by the Group and/or Company Changes in accounting policy and disclosures (a) The following new standards, and amendments to standards, have been adopted by the Group and/or Company for the first time for the financial year beginning on 1 January 2016: ➔ Accounting for acquisitions of interests in joint operations – Amendments to IFRS 11; ➔ Clarification of acceptable methods of depreciation and amortisation – Amendments to IAS 16 and IAS 38; ➔ Annual improvements to IFRSs 2012 – 2014 cycle; and ➔ Disclosure initiative – amendments to IAS 1. The adoption of these amendments did not have any impact on the current year or any prior year and is not likely to affect future years. (b) Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group and/or Company Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2016 reporting periods and have not been early adopted by the Group and/or Company: ➔ IFRS 9, Financial Instruments: IFRS 9 addresses the classification, measurement and derecognition of financial assets and financial liabilities, introduces new rules for hedge accounting and a new impairment model for financial assets. Mandatory for financial years commencing on or after 1 January 2018. The Group and/or Company does not intend to adopt IFRS 9 before its mandatory date; ➔ IFRS 15, Revenue from Contracts with Customers: The IASB has issued a new standard for the recognition of revenue. This will replace IAS 18 which covers contracts for goods and services and IAS 11 which covers construction contracts. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. The standard permits either a full retrospective or a modified retrospective approach for the adoption. Mandatory for financial years commencing on or after 1 January 2018. The Group does not intend to adopt IFRS 15 before its mandatory date; and ➔ IFRS 16, Leases: IFRS 16 was issued in January 2016. It will result in almost all leases being recognised on the balance sheet, as the distinction between operating and finance leases is removed. Under the new standard, an asset (the right to use the leased item) and a financial liability to pay rentals are recognised. The only exceptions are short-term and low-value leases. The accounting for lessors will not significantly change. Mandatory for financial years commencing on or after 1 January 2019. The Group does not intend to adopt IFRS 16 before its mandatory date. At the time of preparing this report, the Group and/or Company continue to assess the possible impact of the adoption of these standards in future periods and updates will be provided as appropriate. Critical accounting estimates and assumptions Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: Other intangible assets (a) Other intangible assets comprise customer contracts and relationships. The cost of the intangible asset is based upon management’s assessments of projected cash flows. These calculations require the use of estimates. Further details are shown in note 13 of these Consolidated Financial Statements. Income taxes (b) The Group is subject to income taxes. Judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Post-employment benefit obligations (c) The Group operates two post retirement defined benefit arrangements (note 23). Asset valuations are based on the fair value of scheme assets. The valuations of the liabilities of the schemes are based on statistical and actuarial calculations, using various assumptions including discount rates, future inflation rates and pension increases, life expectancy of scheme members, flexible retirement options and cash commutations. The actuarial assumptions may differ materially from actual experience due to changes in economic and market conditions, variations in actual mortality, higher or lower cash withdrawal rates and other changes. Any of these differences could impact the assets or liabilities recognised in the Balance Sheet in future periods. Onerous leases, dilapidations and environmental costs (d) The Group makes provision for the anticipated net costs of onerous leases, dilapidations and environmental remediation costs. The timing of these provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment or on closure of inactive sites. The timing and value of such payments are based on management estimates. Further details are shown in note 22 of these Consolidated Financial Statements. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 53 Annual Report and Accounts 2016 Johnson Service Group PLC 53 Forward looking statements The terms ‘expect’, ‘should be’, ‘will be’, ‘is likely to’ and similar expressions identify forward looking statements. Although the Board believes that the expectations reflected in these forward looking statements are reasonable, such statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently expressed or implied in such forward looking statements. Factors which may cause future outcomes to differ from those foreseen in forward looking statements include, but are not limited to: general economic conditions and business conditions in the Group’s markets; exchange and interest rate fluctuations; customers’ acceptance of its products and services; the actions of competitors; and legislative, fiscal and regulatory developments. Consolidation The Group controls an entity when the Group has power over an entity, is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect these returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases. The accounting periods of subsidiary undertakings are co-terminous with those of the Company. Inter-company transactions, balances and unrealised gains and losses on transactions between Group companies are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. Subsidiaries’ accounting policies have been changed, where necessary, to ensure consistency with the policies adopted by the Group. The purchase method of accounting is used to account for the acquisition of subsidiaries by the Group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Where consideration due to vendors is deferred, but is not contingent on future events, it is included in consideration when assessing the total acquisition cost and is accrued within trade and other payables until such a time that the amounts are settled. Where consideration due to vendors is contingent on future events, management’s best estimate of the amounts payable are included in consideration when assessing the total acquisition cost and is accrued within trade and other payables until such a time that the amounts are settled. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair value at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the Group’s share of the net assets of the subsidiary acquired, the difference is recognised immediately in the Income Statement. Costs directly attributable to acquisitions are expensed to the Income Statement as an exceptional item. Segment reporting Operating segments are identified in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. For reporting purposes, operating segments are aggregated into reporting segments where operating segments are considered to have similar economic conditions and characteristics and where the aggregation of operating segments provides information that enables users to evaluate the nature and financial effects of the business activities in which the Group engages and the economic environments in which it operates. Revenue recognition Revenue represents the fair value of consideration received or receivable for the sale of goods and services supplied in the ordinary course of the Group’s activities, and is stated exclusive of VAT, similar taxes, discounts, rebates and after eliminating sales within the Group. The Group recognises monies received from customers as at the balance sheet date relating to services to be provided in future periods as deferred income which forms part of trade and other payables. Revenue from goods and services provided to customers not invoiced as at the balance sheet date is recognised as accrued income within trade and other receivables. Interest receivable on bank deposits and other items is not classed as revenue but included within finance income. Rendering of services Revenue is recognised either on a per item basis for delivery of laundered textiles or in accordance with the terms of the contract for hotels, restaurants and events. Drycleaning revenue is recognised at the time items are processed. Sale of goods Revenue is recognised when goods are sold from retail outlets or delivered to customers. Rebates Rebates payable to customers, and receivable from suppliers, are recognised in line with relevant contractual terms. Rebates payable to customers are charged directly to the Income Statement over the period to which they relate and are recognised as a deduction from revenue. Rebates receivable from suppliers are either recognised directly in the Income Statement, or as a reduction in the value of acquired textile rental items, dependent on the nature of goods acquired from suppliers. Supplier rebates recognised in the Income Statement are recognised within cost of sales. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 54 54 Johnson Service Group PLC Annual Report and Accounts 2016 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED Exceptional items Items that are material in size, non-operating or non-recurring in nature are presented as exceptional items in the Income Statement, within the relevant account heading. The Directors are of the opinion that the separate recording of exceptional items provides helpful information about the Group’s underlying business performance. Events which may give rise to the classification of items as exceptional include, but are not restricted to, restructuring of businesses, gains or losses on the disposal of Textile Rental or industrial properties, one off gains or losses relating to pension liabilities and expenses incurred and the subsequent reorganisation cost in relation to business acquisitions. Employee benefits Post-employment benefits The Group operates various pension schemes. The schemes are funded through payments to insurance companies or trustee-administered funds, determined by periodic actuarial calculations. The Group has both defined benefit and defined contribution plans. A defined contribution plan is a pension plan under which the Group pays contributions to publicly or privately administered pension insurance plans on a mandatory, contractual or voluntary basis. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan. Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the Balance Sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the balance sheet date, less the fair value of plan assets. The defined benefit obligation is calculated periodically by an independent actuary using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability. Current and past service costs are recognised immediately in the Income Statement. Interest cost on plan liabilities and interest income on plan assets are recognised in finance costs. Curtailment gains arising from amendments to the terms of a defined benefit plan such that a significant element of future service by current employees will no longer qualify for benefits, or will only qualify for reduced benefits, are recognised in the Income Statement. Re-measurement gains and losses arising from experience adjustments and changes in actuarial and demographic assumptions are charged or credited to the Consolidated Statement of Comprehensive Income in the period in which they arise. For defined contribution plans, contributions are recognised as an employee benefit expense when they are due. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in the future payments is available. Other post-employment benefit obligations The Group provides unfunded post-retirement healthcare benefits to some retirees. The entitlement to these benefits is usually conditional on the employee remaining in service up to retirement age and the completion of a minimum service period. The expected costs of these benefits are accrued over the period of employment using the same accounting methodology as used for defined benefit pension plans. The liability is recognised on the Balance Sheet within ‘Post-employment benefit obligations’. Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in the Consolidated Statement of Comprehensive Income in the period in which they arise. Share-based compensation The Group operates a number of equity-settled, share-based compensation plans. The economic cost of awarding shares and share options to employees is recognised as an expense in the Income Statement equivalent to the fair value of the benefit awarded. The fair value is determined by reference to option pricing models, principally Binomial and Monte Carlo models. The fair value of the award is recognised in the Income Statement over the vesting period of the award. At each balance sheet date, the Group revises its estimate of the number of options that are expected to become exercisable. Any revision to the original estimate is reflected in the Income Statement with a corresponding adjustment to equity to the extent it relates to past service and the remainder over the rest of the vesting period. All options cancelled are fully expensed to the Income Statement upon cancellation. The proceeds received net of any directly attributable transaction costs are credited to share capital (nominal value) and share premium when the options are exercised. Any amount charged or credited to the Income Statement by any of the Group’s subsidiaries is reflected in the books of the Company via an increase or decrease in investments, with a corresponding increase or decrease to equity. These entries are eliminated within the Consolidated Financial Statements. Bonus plans The Group recognises an expense and a liability for bonuses based on the profit attributable to the Group or business as appropriate and other pre-determined performance criteria. The Group recognises a provision where it is contractually obliged or where there is a past practice that has created a constructive obligation. Termination benefits The Group recognises termination benefits when it is demonstrably committed to the termination of the employment of current employees according to a detailed formal plan without possibility of withdrawal. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 55 Annual Report and Accounts 2016 Johnson Service Group PLC 55 Discontinued operations and assets held for sale Business components that represent separate major lines of business or geographical areas of operations are recognised as discontinued if the operations have been disposed of, or meet the criteria to be classified as held for sale under IFRS 5. Assets and disposal groups are classified as held for sale if their carrying amount will be principally recovered through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable, expected to be completed within one year and the asset (or disposal group) is available for immediate sale in its present condition. Disposal groups or assets classified as held for sale are held at the lower of their carrying amount and fair value less costs to dispose on the date they are classified as held for sale. Impairment of non-financial assets Assets that have an indefinite useful life, for example goodwill, are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to dispose and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets, other than goodwill, that suffer an impairment are reviewed for possible reversal of the impairment at each reporting date. Value-in-use calculations are considered first followed by fair value less costs to dispose if it is deemed necessary. See note 12 for further information. Intangible assets Goodwill For acquisitions since 28 December 2003, goodwill represents the excess of the cost of an acquisition over the fair value of the Group’s share of the identifiable net assets of the acquired business at the date of acquisition. For acquisitions prior to this date, goodwill is included at the amount recorded previously under UK GAAP. For acquisitions prior to 1 January 2010, the cost of an acquisition includes related expenses but such costs are excluded for acquisitions after this date. Goodwill on business acquisitions is included in non-current assets. Negative goodwill arising on acquisition is recognised directly in the Income Statement. Gains and losses on the disposal of a business include the carrying amount of goodwill relating to the business sold. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Where an impairment is identified, it is charged to the Income Statement within amortisation and impairment of intangible assets (excluding software). Impairment losses on goodwill are not reversed. Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose. Capitalised software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software, and are included on the Balance Sheet within intangible assets. Costs are amortised, once commissioned, over their estimated useful lives (four to ten years). Costs associated with the general development and maintenance of computer software programs are recognised as an expense as incurred. Costs that are directly associated with the production of identifiable and unique software products controlled by the Group, and that are expected to generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include the costs of employees involved in software development and an appropriate portion of relevant overheads. Computer software development costs recognised as assets are amortised over their estimated useful lives (not exceeding ten years). Amortisation of computer software is charged to operating profit before amortisation and impairment of intangible assets (excluding software) and exceptional items. Other intangible assets Other intangible assets comprise customer contracts and relationships, recognised at cost. They have a finite useful life and are carried at cost less accumulated amortisation. Amortisation is calculated using the straight-line method to allocate the cost of the intangible assets over their estimated useful lives (four to ten years). Property, plant and equipment Property, plant and equipment is stated at cost, less depreciation, which is calculated to write off these assets, by equal annual instalments, over their estimated useful lives. Cost includes expenditure which is directly attributable to the acquisition of the asset. The estimated life of plant and fixtures is two to fifteen years and of vehicles (included within plant and equipment) four to five years. Improvements to short leasehold properties are amortised over the shorter of the terms of the leases and their useful life. The residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each balance sheet date. Freehold and long leasehold buildings are depreciated over their estimated remaining useful life not exceeding 50 years commencing on 26 December 1999 or, if later, date of purchase. Land is not depreciated. The Group has not adopted a policy of revaluation but the carrying amounts S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 56 56 Johnson Service Group PLC Annual Report and Accounts 2016 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED of freehold and long leasehold properties reflect previous valuations. In the event of an impairment in property value the deficit below cost is charged to the Income Statement. The fit out costs of new freehold or long leasehold industrial buildings are depreciated, in equal annual instalments, over their expected useful lives which range from 10 to 25 years from the date on which the assets are fully commissioned. Subsequent costs are included in the asset’s carrying amount, or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance costs are charged to the Income Statement during the financial period in which they are incurred. No depreciation is provided for assets in the course of construction until they are completed and put in use as management intended. The cost of property, plant and equipment acquired through business combinations is accounted for as the fair value of assets acquired. Gains and losses on disposals are determined by comparing the net proceeds with the carrying amount and are recognised within the Income Statement. Textile rental items Textile rental items, which principally comprise workwear garments, cabinet towels, linen and dust mats, are initially treated as inventories. On issue to customers or into pool stock, rental items are transferred to non-current assets and are stated at invoiced cost. Depreciation is calculated on a straight line basis over the estimated lives of the items in circulation, which range from two to five years. Issued textile rental items bought through acquisition of other businesses are initially accounted for at fair value, which is the deemed cost of these items. Charges are levied in respect of lost or damaged items or where a customer terminates the service before the end of the contracted period. Such charges are referred to as ‘special charges’. Where proceeds are received in respect of these special charges the amounts received are deducted from the carrying value of those items. Where proceeds are received in respect of textile rental items withdrawn from circulation these are deducted from the carrying value of those amounts. Leased assets Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Rentals payable in respect of operating leases (net of any incentives received from the lessor) are charged to the Income Statement on a straight line basis over the lease term. Where assets are financed by leasing or hire purchase arrangements, which give rights approximating to ownership, the assets are treated as if they had been purchased outright and are capitalised at their fair value at the date of inception of the lease. The capital element of outstanding lease or hire purchase commitments is treated as a liability and disclosed as obligations under finance lease agreements. Interest is allocated to the Income Statement over the period of the lease or hire purchase agreement and represents a constant proportion of the outstanding commitment. Inventories Stocks of materials, stores, goods for resale and new rental items are valued at the lower of cost and net realisable value. Cost is stated on either a first in, first out basis or average cost basis and comprises invoiced cost in respect of the purchase of finished goods and materials, direct labour and direct transportation costs in respect of garments for sale. It excludes borrowing costs. Net realisable value is the estimated selling price in the ordinary course of business, less applicable variable selling expenses. Costs of inventories include the transfer from equity of any gains/losses on qualifying cash flow hedges of purchases of goods. Provision is made for obsolete, defective and slow moving stock. Trade receivables Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment of trade receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the counterparty, probability that the counterparty will enter bankruptcy or financial reorganisation, and default or delinquency in payments are considered indicators that the trade receivable is impaired. The amount of the provision is the difference between the carrying amount and the present value of estimated future cash flows of the asset, discounted, where material, at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account, and the amount of the loss is recognised in the Income Statement within ‘administrative costs’. When a trade receivable is uncollectable, it is written off against the allowance account for trade receivables. Subsequent recoveries of amounts previously written off are credited against ‘administrative costs’ in the Income Statement. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 57 Annual Report and Accounts 2016 Johnson Service Group PLC 57 Cash and cash equivalents Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand. In accordance with IAS 32: ‘Financial instruments: Presentation’, where banking arrangements have a right of set off, bank overdrafts are not netted against cash and cash equivalents, with the resulting net position shown as either a bank overdraft or a cash balance as appropriate, but are instead shown within borrowings in current liabilities on the Balance Sheet. For the purpose of the Consolidated Statement of Cash Flows, cash and cash equivalents consist of cash and cash equivalents as defined above, net of outstanding bank overdrafts, including cash included within Assets classified as held for sale. Trade payables Trade payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. Trade payables are non-interest bearing. Borrowings Borrowings are recognised initially at fair value, net of transaction costs incurred. Transaction costs are amortised, as a finance cost, over the expected term of the facility, using the effective interest method. Borrowings are classified on the Balance Sheet as either current or non-current liabilities, dependent upon the maturity date of the loan. Bank overdrafts are shown within borrowings in current liabilities on the Balance Sheet. Net debt Net debt is defined as borrowings, less cash and cash equivalents. 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 resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Provision is not made for future operating losses. Provisions are discounted where the impact is deemed to be material. Property Provision is made for the anticipated net costs of onerous leases on non-trading properties and for dilapidations and environmental remediation costs. Liabilities for environmental costs are recognised as a property provision when environmental assessments or remediation are probable and the associated costs can be reliably estimated. Generally, the timing of these provisions coincides with the commitment to a formal plan of action or, if earlier, on divestment or closure of inactive sites. The provision will be utilised by the payment of annual costs, shortfalls on sub-tenanted property, expenses of early termination, environmental remediation operations and dilapidations. Where management have identified a loss making trading property, but it is uneconomic to close at the present time, and it is unlikely to be restored to profitability, a provision has been recognised for the least net cost of exiting these stores. Self insurance Provision is made for the expected costs of uninsured incidents arising prior to the balance sheet date and for the anticipated cost of benefits due to existing claimants under the, now discontinued, self-insured incapacity payroll scheme. Taxation Current tax Current tax assets and liabilities for the current and prior periods are measured at the amount expected to be recovered from or paid to the tax authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balance sheet date. Deferred tax Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not accounted for if it 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. Deferred tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and that are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Foreign currency translation The financial statements are presented in sterling, which is the functional and presentational currency of the Group and Company. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 58 58 Johnson Service Group PLC Annual Report and Accounts 2016 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement, except where deferred in equity as qualifying cash flow hedges, or where hedge accounting is applied, as explained below. Derivative financial instruments and hedging activities Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently remeasured at their fair value. The method of recognising the resulting gain or loss depends on whether the derivative is designated as a hedging instrument, and if so, the nature of the item being hedged. The Group designates certain derivatives as hedges of the variability of cash flows (cash flow hedge). The Group documents at the inception of the transaction the relationship between hedging instruments and hedged items, as well as its risk management objective and strategy for undertaking various hedge transactions. The Group also documents its assessment, both at hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging transactions are effective in offsetting changes in the cash flows of hedged items. Cash flow hedges The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the Income Statement. Amounts accumulated in equity are recycled in the Income Statement in the periods when the hedged item will affect profit or loss (for example, when the forecast transaction that is hedged takes place). However, when the forecast transaction that is hedged results in the recognition of a non-financial asset (for example, inventory) or a liability, the gains and losses previously deferred in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised when the forecast transaction is ultimately recognised in the Income Statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the Income Statement. Derivatives that do not qualify for hedge accounting Certain derivative instruments do not qualify for hedge accounting. Such derivatives are classified as at fair value through profit or loss, and changes in their fair value are recognised immediately in the Income Statement. Investment in own shares Ordinary shares in the Company held by the Trustee of the Employee Benefit Trust (EBT) are recorded in the Balance Sheet as a reduction in Shareholders’ equity. Dividend distribution Dividends to holders of equity instruments declared after the balance sheet date are not recognised as a liability as at the balance sheet date. Final dividend distributions to the Company’s Shareholders are recognised in the Group’s financial statements in the period in which the dividends are approved by the Company’s Shareholders. Interim dividends are recognised when paid. Shareholders’ equity Share capital Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Share premium Amounts in excess of the nominal value of Ordinary shares issued are recognised in share premium, except where the Company was able to take relief under section 612 of the Companies Act 2006 from crediting share premium and instead transfer the net proceeds in excess of the nominal value to retained earnings. Capital redemption reserve Amounts in respect of the redemption of certain of the Company’s ordinary shares are recognised in the Capital redemption reserve. Merger reserve The merger reserve represents the difference arising on completion of the relevant mergers in accordance with applicable accounting standards. Hedging reserve The hedging reserve represents the accumulated movements in the Group’s derivative financial instruments that have been designated as hedging instruments. Amounts are transferred in and out of the reserve on the revaluation, or realisation, of identified hedging instruments. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 59 Annual Report and Accounts 2016 Johnson Service Group PLC 59 Financial risk factors Financial risk management 1 The Group’s activities expose it to a variety of financial risks: market risk (including currency risk, cash flow interest rate risk and fair value interest rate risk), price risk, credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group uses derivative financial instruments to hedge certain risk exposures. Risk management is carried out by a central treasury department (Group Treasury) under policies approved by the Board. Group Treasury identifies, evaluates and hedges financial risks in close co-operation with the Group’s operating companies. The Board provides written principles for overall risk management, as well as written policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non-derivative financial instruments and investment of excess liquidity. (a) Market risk Currency risk The Group is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the US dollar and the Euro. Foreign exchange risk arises when future commercial transactions, or recognised assets or liabilities, are denominated in a currency that is not the entity’s functional currency. As further detailed in note 24 of these Consolidated Financial Statements, the Group exposure to currency risk is minimal. Cash flow and fair value interest rate risk As the Group has no significant interest-bearing assets, the Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group’s interest rate risk arises from its borrowings. Borrowings issued at variable rates expose the Group to cash flow interest rate risk. Borrowings issued at fixed rates expose the Group to fair value interest rate risk. Further details are provided in the Principal Risks and Uncertainties section. Note 24 to the Consolidated Financial Statements provides additional disclosures regarding cash flow and fair value interest rate risk. Price risk – Utilities and fuel Key costs incurred by the Group in its operations include utility costs for gas, electricity, water and effluent. The Group also incurs significant costs in respect of diesel given the fleet of vehicles operated across the Group. Changes in utilities or fuel costs could have a material impact on the Group’s financial performance. The Group takes steps to mitigate the risk of price changes across both utilities and fuel as appropriate. In respect of gas and electricity, the Group enters contracts with suppliers to fix prices for determined periods, normally up to one year, ensuring the Group has appropriate visibility of future costs and to protect the Group, in the short term, over price volatility. To try and mitigate the price risk associated with diesel costs the Group has entered into certain forward contracts with financial institutions to fix an element of the diesel cost being incurred by the Group. Contracts are in place to cover a portion of the Group’s forecast diesel usage and allow for actual costs to be swapped for a fixed rate on a monthly basis. Additional details of the contracts entered into by the Group are included in note 24. Credit risk (b) Credit risk is managed on a Group basis. Credit risk arises from cash and cash equivalents, derivative financial instruments and deposits with banks and financial institutions, as well as credit exposures to wholesale and retail customers, including outstanding receivables and committed transactions. For banks and financial institutions, only independently rated parties with a minimum rating of ‘A-2’ are accepted. If wholesale customers are independently rated, these ratings are used. If there is no independent rating, Management assesses the credit quality of the customer, taking into account its financial position, past experience and other factors. Individual risk limits are set based on internal or external ratings in accordance with limits set by the Board. The utilisation of credit limits is regularly monitored. Sales to retail customers are generally settled in cash or using major credit cards. Note 24 provides both numerical and narrative disclosures regarding credit risk. Liquidity risk (c) Prudent liquidity risk management involves maintaining sufficient cash reserves and maintaining the availability of funding through an adequate amount of committed credit facilities. Due to the dynamic nature of the underlying businesses Group Treasury maintains flexibility in funding by maintaining availability under committed credit lines. Management monitors rolling forecasts of the Group’s liquidity reserve (comprising an undrawn borrowing facility (note 20) and cash and cash equivalents (note 24)) on the basis of expected cash flow. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 60 60 Johnson Service Group PLC Annual Report and Accounts 2016 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES CONTINUED Capital risk management 2 The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for Shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. Further details are provided in note 24. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 61 Annual Report and Accounts 2016 Johnson Service Group PLC 61 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Segment analysis 1 Segment information is presented based on the Group’s management and internal reporting structure as at 31 December 2016. The chief operating decision-maker has been identified as the Board of Directors (the ‘Board’). The Board reviews the Group’s internal reporting in order to assess performance and allocate resources. The Board determines the operating segments based on these reports and on the internal reporting structure. For reporting purposes, in accordance with IFRS 8, the Board aggregates operating segments with similar economic characteristics and conditions into reporting segments, which form the basis of the reporting in the Annual Report. The Board has identified one reporting segment, being ‘Textile Rental’. Within the Textile Rental segment, five operating segments have been identified being Apparelmaster, Stalbridge, London Linen, Bourne and Afonwen. Discontinued operations are reported separately. The Board assesses the performance of the reporting segments based on a measure of operating profit, both including and excluding the effects of non-recurring items from the reporting segments, such as restructuring costs and impairments when the impairment is the result of an isolated, non-recurring or non-operating event. Interest income and expenditure are not included in the result for each reporting segment that is reviewed by the Board. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis, for example rental income received by Johnson Group Properties PLC is credited back, where appropriate, to the paying company for the purpose of segmental reporting. There have been no changes in measurement methods used compared to the prior year. Other information provided to the Board is measured in a manner consistent with that in the financial statements. Segment assets exclude deferred income tax assets, current income tax assets and cash and cash equivalents, all of which are managed on a central basis. Segment liabilities include non-bank borrowings but exclude deferred income tax liabilities, current income tax liabilities, bank borrowings and derivative financial liabilities, all of which are managed on a central basis. These balances are part of the reconciliation to total assets and liabilities. Exceptional items have been included within the appropriate reporting segment as shown on pages 62 to 63. Textile Rental Supply and laundering of workwear garments and protective wear; premium linen services for the hotel, restaurant and catering markets; high volume hotel linen services. ➔ Apparelmaster ➔ Stalbridge ➔ London Linen ➔ Bourne ➔ Afonwen All Other Segments Comprising of central and Group costs. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 62 62 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 1 Segment analysis continued Year ended 31st December 2016 Revenue Continuing Discontinued Total Revenue Result Operating profit/(loss) before amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items Amortisation and impairment of intangible assets (excluding software amortisation) Exceptional items: – Costs in relation to business acquisition activity – Pension costs – Profit on disposal of freehold property Operating profit/(loss) Total finance cost Profit before taxation Taxation Profit for the year from continuing operations Loss for the year from discontinued operations (note 32) Profit for the year attributable to equity holders Balance sheet information Segment assets Unallocated assets: Deferred income tax assets Cash and cash equivalents Total assets Segment liabilities Unallocated liabilities: Deferred income tax liabilities Bank borrowings Current income tax liabilities Derivative financial liabilities Post-employment benefit obligations Total liabilities Other information Non-current asset additions – Property, plant and equipment – Textile rental items Depreciation and amortisation expense – Property, plant and equipment – Textile rental items – Intangible software – Customer Contracts Textile Rental £m All Other Segments £m 256.7 – 41.7 (6.9) (1.2) – 0.5 34.1 (4.0) – – (0.3) – (4.3) Discontinued Operations £m Textile Rental £m All Other Segments £m 17.2 334.0 1.1 (13.7) (74.6) (3.2) 0.7 – 1.4 – – – 14.9 35.4 10.4 32.4 0.2 6.9 – – 0.3 – – – Total £m 256.7 44.3 301.0 37.7 (6.9) (1.2) (0.3) 0.5 29.8 (3.9) 25.9 (5.0) 20.9 (0.3) 20.6 Total £m 352.3 4.2 2.9 359.4 (91.5) (10.0) (87.5) (4.3) (0.8) (18.2) (212.3) 15.6 35.4 12.1 32.4 0.2 6.9 The results, assets and liabilities of all segments arise in the Group’s country of domicile, being the United Kingdom. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 63 Annual Report and Accounts 2016 Johnson Service Group PLC 63 1 Segment analysis continued Year ended 31st December 2015 (Restated) Revenue Continuing Discontinued Total Revenue Result Operating profit/(loss) before amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items Amortisation and impairment of intangible assets (excluding software amortisation) Exceptional items: – Restructuring and other costs – Costs in relation to business acquisition activity Operating profit/(loss) Total finance cost Profit before taxation Taxation Profit for the year from continuing operations Loss for the year from discontinued operations Profit for the year attributable to equity holders Balance sheet information Segment assets Unallocated assets: Deferred income tax assets Cash and cash equivalents Total assets Segment liabilities Unallocated liabilities: Deferred income tax liabilities Bank borrowings Current income tax liabilities Derivative financial liabilities Post-employment benefit obligations Total liabilities Other information Non-current asset additions – Property, plant and equipment – Textile rental items Depreciation and amortisation expense – Property, plant and equipment – Textile rental items – Intangible software – Customer Contracts Textile Rental £m All Other Segments £m 188.2 – 29.4 (3.5) (1.0) (1.5) 23.4 (3.5) – – – (3.5) Discontinued Operations £m Textile Rental £m All Other Segments £m 19.2 246.6 2.6 (19.7) (51.5) (3.1) 0.7 – 1.8 – – – 7.6 28.4 6.9 24.1 0.1 3.5 – – 0.2 – – – The results, assets and liabilities of all segments arise in the Group’s country of domicile, being the United Kingdom. Total £m 188.2 46.2 234.4 25.9 (3.5) (1.0) (1.5) 19.9 (2.6) 17.3 (3.4) 13.9 (3.6) 10.3 Total £m 268.4 3.5 4.6 276.5 (74.3) (6.8) (68.8) (2.9) (0.9) (16.0) (169.7) 8.3 28.4 8.9 24.1 0.1 3.5 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 64 64 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 2 Expenses by function Revenue Rendering of services Sale of goods Total revenue Cost of sales Administrative expenses Distribution costs Operating profit before amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items Amortisation and impairment of intangible assets (excluding software amortisation) Exceptional items Operating profit/(loss) Continuing 2016 £m 253.1 3.6 256.7 (145.2) (37.8) (36.0) 37.7 (6.9) (1.0) 29.8 Discontinued 2016 £m 43.8 0.5 44.3 (36.0) (4.3) (2.0) 2.0 – 0.4 2.4 Total 2016 £m 296.9 4.1 301.0 (181.2) (42.1) (38.0) 39.7 (6.9) (0.6) 32.2 The items outlined below have been charged/(credited) to the Income Statement in deriving operating profit: Employee benefit expense (Note 4) Auditors’ remuneration (Note 3) Exceptional items Amortisation of intangible assets: Capitalised software Customer contracts Depreciation and impairment of tangible fixed assets: Property, plant and equipment held under finance lease agreements Owned property, plant and equipment Textile rental items Operating leases: Land and buildings Sublet rental income Plant and equipment 3 Auditors’ remuneration Continuing 2016 £m 109.3 0.6 1.0 0.2 6.9 2.1 8.6 32.4 3.3 (0.5) 3.5 Discontinued 2016 £m 20.7 0.1 (0.4) – – – 1.4 – 7.0 (0.7) 0.3 Total 2016 £m 130.0 0.7 0.6 0.2 6.9 2.1 10.0 32.4 10.3 (1.2) 3.8 Fees payable for the audit of the Company Fees payable for the audit of the Company’s subsidiaries and pension schemes Fees payable for services relating to tax compliance Fees payable for services relating to transaction services Continuing 2015 £m 183.8 4.4 188.2 (106.8) (27.1) (28.4) 25.9 (3.5) (2.5) 19.9 Discontinued 2015 £m 45.7 0.5 46.2 (37.5) (4.6) (2.1) 2.0 – (6.5) (4.5) Continuing 2015 £m Discontinued 2015 £m 79.2 0.5 2.5 0.1 3.5 1.2 5.9 24.1 3.5 (0.8) 2.4 22.9 0.1 6.5 – – – 1.8 – 8.9 (1.0) 0.3 2016 £m 0.1 0.3 0.1 0.2 0.7 Total 2015 £m 229.5 4.9 234.4 (144.3) (31.7) (30.5) 27.9 (3.5) (9.0) 15.4 Total 2015 £m 102.1 0.6 9.0 0.1 3.5 1.2 7.7 24.1 12.4 (1.8) 2.7 2015 £m 0.1 0.2 0.1 0.2 0.6 Included within the above is an amount of £20,000 (2015: £15,000) in respect of fees payable to the Company’s auditors for services relating to the audit of the Company’s pension schemes. Fees payable for services relating to transaction services are largely in relation to the acquisition of Zip Textiles (Services) Limited, Chester Laundry Limited and Portgrade Limited. See note 31 for information relating to these acquisitions. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 65 Annual Report and Accounts 2016 Johnson Service Group PLC 65 4 Employee benefit expense Continuing operations Wages and salaries Social security costs Redundancy costs Cost of employee share schemes (Note 27) Private healthcare costs Pension costs – defined contribution plans (Note 23) Total In addition, redundancy costs of £0.3 million (2015: £nil) have been included within exceptional costs. The monthly average number of persons (including Executive Directors) employed by the Group during the year was: Continuing operations Textile Rental All other segments Total 2016 £m 99.2 6.8 0.1 1.0 0.4 1.8 109.3 2016 £m 3,933 16 3,949 Directors’ emoluments 5 Detailed disclosures that form part of these financial statements are given in the Board Report on Remuneration on pages 34 to 40. 6 Exceptional items Continuing operations Restructuring and other costs Costs in relation to business acquisition activity Pension costs Profit on disposal of freehold property Total exceptional items 2016 £m – (1.2) (0.3) 0.5 (1.0) 2015 £m (restated) 71.0 5.4 0.3 0.6 0.3 1.6 79.2 2015 £m (restated) 3,444 17 3,461 2015 £m (restated) (1.0) (1.5) – – (2.5) Current year exceptional items Costs in relation to business acquisition activity During the year, professional fees of £0.6 million and Stamp Duty of £0.3 million were paid relating to the acquisitions of Zip Textiles (Services) Limited, Chester Laundry Limited and Portgrade Limited, the parent company of Afonwen Laundry Limited. In addition, costs of £0.3 million were incurred as part of the ongoing restructuring and integration of recent acquisitions. Further information relating to the acquisitions is provided in note 31. Pension costs During the period to 31 December 2016, professional fees of £0.3 million were incurred in respect of liability management exercises in relation to the defined benefit pension scheme. Profit on disposal of freehold property A former Textile Rental site in Leeds that was closed in 2015 was disposed of during the period for net proceeds of £0.5 million. The carrying value was previously written down to £nil in 2014. Prior year exceptional items Restructuring and other costs A new processing facility has been constructed to replace a previous Textile Rental site in Leeds. The total cost of this relocation in 2014 and 2015, excluding the capital investment, was £2.3 million, of which £1.0 million was charged to exceptional items in 2015. Costs in relation to business acquisition activity During the prior year, costs relating to business acquisition activity of £1.5 million were recognised. Professional fees of £0.5 million and Stamp Duty of £0.3 million were paid relating to the acquisition of London Linen Group Limited and professional fees of £0.2 million were incurred in relation to the acquisition of Ashbon Services Limited. Furthermore, costs of £0.4 million were incurred in relation to reorganisation and integration costs of the two business acquisitions in the year. The remainder of the cost relates to fees and expenses incurred during negotiations with undisclosed targets. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 66 66 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 7 Total finance cost Continuing Operations Finance cost: – Interest payable on bank loans and overdrafts – Amortisation of bank facility fees – Interest payable on obligations under finance lease agreements Total finance costs before notional interest on post-employment benefit obligations Finance income Notional interest on post-employment benefit obligations: Total finance cost 8 Adjusted profit before and after taxation Continuing Operations Profit before taxation Amortisation and impairment of intangible assets (excluding software amortisation) Restructuring and other costs Costs in relation to business acquisition activity Pension costs Profit on disposal of freehold property Adjusted profit before taxation Taxation on adjusted profit Adjusted profit after taxation 9 Taxation Continuing Operations Current tax UK corporation tax charge for the year Adjustment in relation to previous years Current tax charge for the year Deferred tax Origination and reversal of temporary differences Changes in statutory tax rate Adjustment in relation to previous years Deferred tax credit for the year Total charge for taxation included in the Income Statement 2016 £m (2.5) (0.3) (0.5) (3.3) – (0.6) (3.9) 2016 £m 25.9 6.9 – 1.2 0.3 (0.5) 33.8 (6.7) 27.1 2016 £m 7.3 (0.1) 7.2 (1.8) (0.3) (0.1) (2.2) 5.0 The taxation charge for the period is lower (2015: lower) than the effective rate of Corporation Tax in the UK of 20.00% (2015: 20.25%). The differences are explained below: Continuing Operations Profit before taxation Profit before taxation multiplied by the effective rate of Corporation Tax in the UK Factors affecting taxation charge for the year: Tax effect of expenses not deductible for tax purposes Changes in statutory tax rate Adjustments in relation to previous years Total charge for taxation included in the Income Statement 2016 £m 25.9 5.2 0.3 (0.3) (0.2) 5.0 2015 £m (Restated) (1.7) (0.3) (0.1) (2.1) 0.1 (0.6) (2.6) 2015 £m (Restated) 17.3 3.5 1.0 1.5 – – 23.3 (4.6) 18.7 2015 £m (Restated) 4.2 (0.3) 3.9 (0.2) (0.3) – (0.5) 3.4 2015 £m (Restated) 17.3 3.5 0.4 (0.2) (0.3) 3.4 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 67 Annual Report and Accounts 2016 Johnson Service Group PLC 67 Taxation continued 9 Taxation in relation to amortisation and impairment of intangible assets (excluding software amortisation) has reduced the charge for taxation on continuing operations by £1.5 million (2015: £0.8 million reduction). Taxation in relation to exceptional items in the current year has reduced the charge for taxation on continuing operations by £0.2 million (2015: £0.4 million reduction), of which £nil (2015: £0.2 million credit) relates to the prior year. The taxation charge for the year is based on the effective rate of UK Corporation Tax for the year of 20.00% (2015: 20.25%). Changes to the UK corporation tax rates were announced on 8 July 2015. These changes were substantively enacted as part of Finance Bill 2015 on 26 October 2015. These include reductions to the main rate to reduce the rate to 19% from 1 April 2017 and to 18% from 1 April 2020. A further change to reduce the rate from 1 April 2020 from 18% to 17% was announced on 16 March 2016. This change was substantively enacted as part of Finance Bill 2016 on 15 September 2016. Deferred income taxes at the balance sheet date have been measured at the tax rate expected to be applicable at the date the deferred income tax assets and liabilities are realised. Management has performed an assessment, for all material deferred income tax assets and liabilities, to determine the period over which the deferred income tax assets and liabilities are forecast to be realised, which has resulted in an average deferred income tax rate of 18.5% being used to measure all deferred tax balances as at 31 December 2016 (2015: 19.0%). The impact of the change in tax rates to 18.5% has been a £0.3 million credit in the Income Statement and a £0.1 million credit recognised within other comprehensive income. During the year, a £0.2 million credit relating to current taxation (2015: £nil credit) and a credit of £nil relating to deferred taxation (2015: credit of £0.1 million) have been recognised directly in Shareholders’ equity. 10 Dividends Dividend per share Final dividend proposed Interim dividend paid Final dividend paid Shareholders’ funds utilised Final dividend proposed Interim dividend paid Final dividend paid 2016 1.70p 0.80p – 2016 £m 6.2 2.9 – 2015 – 0.65p 1.45p 2015 £m – 2.1 4.8 The Directors propose the payment of a final dividend in respect of the year ended 31 December 2016 of 1.70 pence per share. This will utilise Shareholders’ funds of £6.2 million and will be paid, subject to Shareholder approval, on 12 May 2017 to Shareholders on the register of members on 18 April 2017. The trustee of the EBT has waived the entitlement to receive dividends on the Ordinary shares held by the trust. In accordance with IAS 10, there is no payable recognised at 31 December 2016 in respect of this proposed dividend. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 68 68 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 11 Earnings per share Profit for the financial year from continuing operations attributable to Shareholders Loss for the financial year from discontinued operations attributable to Shareholders Amortisation and impairment of intangible assets from continuing operations (net of taxation) Impairment of assets classified as held for sale Exceptional items from continuing operations (net of taxation) Exceptional items from discontinued operations (net of taxation) Adjusted profit attributable to Shareholders relating to continuing operations Adjusted profit attributable to Shareholders relating to discontinued operations Adjusted profit attributable to Shareholders Weighted average number of Ordinary shares Potentially dilutive Ordinary shares Fully diluted number of Ordinary shares Basic earnings per share From continuing operations From discontinued operations From continuing and discontinued operations Adjustments for amortisation and impairment of intangible assets (continuing operations) Impairment of assets classified as held for sale (discontinued operations) Adjustment for exceptional items (continuing operations) Adjustment for exceptional items (discontinued operations) Adjusted basic earnings per share (continuing operations) Adjusted basic earnings per share (discontinued operations) Adjusted basic earnings per share from continuing and discontinued operations Diluted earnings per share From continuing operations From discontinued operations From continuing and discontinued operations Adjustments for amortisation and impairment of intangible assets (continuing operations) Impairment of assets classified as held for sale (discontinued operations) Adjustment for exceptional items (continuing operations) Adjustment for exceptional items (discontinued operations) Adjusted diluted earnings per share (continuing operations) Adjusted diluted earnings per share (discontinued operations) Adjusted diluted earnings per share from continuing and discontinued operations 2016 £m 20.9 (0.3) 5.4 2.0 0.8 (0.3) 27.1 1.4 28.5 2015 £m (Restated) 13.9 (3.6) 2.7 – 2.1 5.2 18.7 1.6 20.3 352,481,294 4,421,297 356,902,591 319,966,663 3,239,840 323,206,503 6.0p (0.1p) 5.9p 1.5p 0.6p 0.2p (0.1p) 7.7p 0.4p 8.1p 5.9p (0.1p) 5.8p 1.5p 0.6p 0.2p (0.1p) 7.6p 0.4p 8.0p 4.3p (1.1p) 3.2p 0.8p – 0.7p 1.6p 5.8p 0.5p 6.3p 4.3p (1.1p) 3.2p 0.8p – 0.7p 1.6p 5.8p 0.5p 6.3p Basic earnings per share is calculated using the weighted average number of Ordinary shares in issue during the year, excluding those held by the Employee Benefit Trust, based on the profit for the year attributable to Shareholders. Adjusted earnings per share figures are given to exclude the effects of amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items, all net of taxation, and are considered to show the underlying performance of the Group. 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. The Company has potentially dilutive Ordinary shares arising from share options granted to employees where the exercise price is less than the average market price of the Company’s Ordinary shares during the year. Potential Ordinary shares are dilutive at the point, from a continuing operations level, when their conversion to Ordinary shares would decrease earnings per share or increase loss per share from continuing operations. For the years ended 31 December 2016 and 31 December 2015, potential Ordinary shares have been treated as dilutive, as their inclusion in the diluted earnings per share calculation decreases earnings per share from continuing operations. There were no events occurring after the balance sheet date that would have changed significantly the number of Ordinary shares or dilutive potential Ordinary shares outstanding at the balance sheet date if those transactions had occurred before the end of the reporting period. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 69 Annual Report and Accounts 2016 Johnson Service Group PLC 69 2016 £m 95.1 31.2 (10.7) 115.6 1.6 (1.6) – 93.5 115.6 2015 £m 57.8 37.3 – 95.1 1.6 – 1.6 56.2 93.5 12 Goodwill Cost Brought forward Business combinations (see note 31) Transferred to assets classified as held for sale (see note 32) Carried forward Accumulated impairment losses Brought forward Transferred to assets classified as held for sale (See note 32) Carried forward Carrying amount Opening Closing In accordance with International Financial Reporting Standards, goodwill is not amortised, but instead is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment tests for goodwill The allocation of goodwill to Cash Generating Units (CGUs) is as follows: Apparelmaster Stalbridge London Linen Bourne* Afonwen Textile Rental Drycleaning 2016 £m 41.7 3.9 35.4 12.5 22.1 115.6 – 115.6 2015 £m 41.7 3.8 35.1 3.8 – 84.4 9.1 93.5 *The increase during the year relates to the acquisition of Zip Textiles (Services) Limited which has been included within the Bourne CGU. The recoverable amount of a CGU is primarily determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on financial budgets covering three years, which are approved by the Board. Income and costs within the budget are derived on a detailed, ‘bottom up’ basis – all income streams and cost lines are considered and appropriate growth, or decline, rates are assumed for each, all of which are then reviewed, challenged and stress tested, firstly by senior management and ultimately by the Board. Income and cost growth forecasts are risk adjusted to reflect specific risks facing each CGU and take into account the markets in which they operate. Cash flows beyond the budgeted period are extrapolated using the estimated growth rate stated below into perpetuity (2015: cash flows beyond 20 years were ignored.) The growth rate does not exceed the long-term average growth rate for the markets in which the CGUs operate. Further, other than as included in the financial budgets, it is assumed that there are no material adverse changes in legislation that would affect the forecast cash flows. The pre-tax discount rate used within the recoverable amount calculations was 5.95% (2015: 4.66%) and is based upon the weighted average cost of capital reflecting specific principal risks and uncertainties applicable to each CGU. The discount rate takes into account, amongst other things, the risk free rate of return (derived from a 20 year government bond price), the market risk premium and a beta factor reflecting the average Beta for the Group and comparator companies (2015: Predictive Beta factor for the Group only from the Barra Beta Book), which are used in deriving the cost of equity. The same discount rate has been used for each CGU as the principal risks and uncertainties associated with the Group, as highlighted on pages 16 to 19, would also impact each CGU in a similar manner. The Board acknowledge that there are additional factors that could impact the risk profile of each CGU. These additional factors were considered by way of sensitivity analysis performed as part of the annual impairment tests. The level of impairment recognised is predominantly dependent upon judgements used in arriving at future growth rates and the discount rate applied to cash flow projections. Key drivers to future growth rates are dependent on the Group’s ability to maintain and grow income streams whilst effectively managing operating costs. The level of headroom may change if different growth rate assumptions or a different pre-tax discount rate were used in the cash flow projections. Where the value-in-use calculations suggest an impairment, the Board would consider alternative use values prior to realising any impairment. Alternative use values may include, inter alia, fair value less costs to dispose. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 70 70 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Goodwill continued 12 The key assumptions used for value-in-use calculations are as follows: Annual growth rate (after budget period) Risk free rate of return Market risk premium Beta Factor Cost of debt 2016 2.10% 2.10% 6.25% 0.70 3.85% 2015 2.50% 2.74% 6.00% 0.33 4.31% Textile Rental Having completed the 2016 impairment review, no impairment has been recognised in relation to the Textile Rental CGUs (2015: no impairment). Sensitivity analysis has been performed in assessing the recoverable amounts of goodwill. There are no changes to the key assumptions of growth rate or discount rate that are considered by the Directors to be reasonably possible, which give rise to an impairment of goodwill relating to the Textile Rental CGUs. Drycleaning Goodwill in relation to Drycleaning has been transferred to Assets classified as held for sale and has been remeasured at fair value (Note 32). As part of the 2015 Impairment review, no impairment was recognised. Sensitivity analysis was performed in assessing the recoverable amounts of goodwill. The excess valuation of the recoverable amount over the carrying value at 31 December 2015, within the Drycleaning operating segment, was £5.9 million. 13 Intangible assets Cost At 31 December 2014 Business combinations At 31 December 2015 Business combinations (see note 31) Transferred to assets classified as held for sale (see note 32) At 31 December 2016 Accumulated amortisation At 31 December 2014 Charged during the year At 31 December 2015 Charged during the year Transferred to assets classified as held for sale (see note 32) At 31 December 2016 Carrying amount At 31 December 2014 At 31 December 2015 At 31 December 2016 Capitalised Software £m Other Intangible Assets £m 0.6 0.6 1.2 – (0.5) 0.7 0.5 0.1 0.6 0.2 (0.4) 0.4 0.1 0.6 0.3 21.4 27.9 49.3 18.5 – 67.8 9.8 3.5 13.3 6.9 – 20.2 11.6 36.0 47.6 Total £m 22.0 28.5 50.5 18.5 (0.5) 68.5 10.3 3.6 13.9 7.1 (0.4) 20.6 11.7 36.6 47.9 Amortisation of capitalised software is included within administrative expenses in the Income Statement in determining operating profit before exceptional items. Amortisation and impairment of other intangible assets is shown separately on the face of the Income Statement. Other intangible assets comprise of customer contracts and relationships arising from business combinations. For assets resulting from a business combination, fair value is calculated based upon historical and prospective information and financial data specific to each business combination, with an appropriate discount factor applied based upon the weighted average cost of capital for the Group. Other intangible assets have a finite useful life and are carried at cost less accumulated amortisation. Amortisation of other intangible assets is calculated using the straight-line method to allocate the cost of the assets over their estimated useful lives (four to ten years). The longest estimated useful life remaining at 31 December 2016 is eight years. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 71 Annual Report and Accounts 2016 Johnson Service Group PLC 71 14 Property, plant and equipment Cost At 31 December 2014 Business combinations Additions Disposals At 31 December 2015 Business combinations (see note 31) Additions Disposals Transferred to assets classified as held for sale (see note 32) At 31 December 2016 Accumulated depreciation and impairment At 31 December 2014 Charged during the year Eliminated on disposals At 31 December 2015 Charged during the year Eliminated on disposals Transferred to assets classified as held for sale (see note 32) At 31 December 2016 Carrying amount At 31 December 2014 At 31 December 2015 At 31 December 2016 Properties Freehold £m Long Leasehold £m Short Leasehold £m 15.3 – – (0.6) 14.7 5.3 0.3 – (0.5) 19.8 5.4 0.1 (0.6) 4.9 0.2 – (0.1) 5.0 9.9 9.8 14.8 4.8 – – (0.1) 4.7 1.2 0.3 – – 6.2 1.7 – (0.1) 1.6 0.1 – – 1.7 3.1 3.1 4.5 4.4 2.0 1.5 (0.1) 7.8 – 0.1 – (0.4) 7.5 2.1 0.5 (0.1) 2.5 0.5 – (0.3) 2.7 2.3 5.3 4.8 Plant and Equipment £m 94.9 5.6 6.8 (7.5) 99.8 18.5 14.9 (3.6) (21.1) 108.5 58.9 8.3 (7.4) 59.8 11.3 (3.0) (17.2) 50.9 36.0 40.0 57.6 Total £m 119.4 7.6 8.3 (8.3) 127.0 25.0 15.6 (3.6) (22.0) 142.0 68.1 8.9 (8.2) 68.8 12.1 (3.0) (17.6) 60.3 51.3 58.2 81.7 The value of assets under construction at 31 December 2016 was £5.5 million (2015: £0.5 million). Depreciation charges are recognised in cost of sales and administrative expenses depending on the assets to which the depreciation relates. The net book value of plant and equipment held under finance leases is as follows: Plant and equipment 2016 £m 18.3 2015 £m 7.4 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 72 72 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 15 Textile rental items Cost Brought forward Additions Business combinations (see note 31) Disposals Special charges Carried forward Accumulated depreciation Brought forward Charged during the year Disposals Special charges Carried forward Carrying amount Opening Closing Depreciation charges are recognised in cost of sales within the Income Statement. 16 Inventories New textile rental items Goods for resale Raw materials and stores The movement in the carrying value of inventories during the year is as follows: Opening inventories Purchases Business combinations (see note 31) Amounts transferred to textile rental items Amounts transferred to cost of sales Amounts transferred to assets classified as held for sale (see note 32) The amounts above are net of an inventory provision of £0.6 million (2015: £0.6 million). 2016 £m 65.4 35.4 7.3 (20.2) (5.4) 82.5 28.9 32.4 (20.2) (2.7) 38.4 36.5 44.1 2016 £m 1.2 0.1 0.9 2.2 2016 £m 2.7 46.4 0.3 (35.4) (11.4) (0.4) 2.2 2015 £m 51.7 28.4 3.9 (14.2) (4.4) 65.4 21.2 24.1 (14.2) (2.2) 28.9 30.5 36.5 2015 £m 1.6 0.2 0.9 2.7 2015 £m 2.1 38.1 0.7 (28.4) (9.8) – 2.7 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 73 Annual Report and Accounts 2016 Johnson Service Group PLC 73 17 Trade and other receivables Amounts falling due within one year: Trade receivables Less: provision for impairment of trade receivables Trade receivables – net Other receivables Prepayments Accrued income Amounts falling due after more than one year: Other receivables 2016 £m 36.3 (1.8) 34.5 5.6 1.9 1.3 43.3 0.3 43.6 The ageing of trade receivables, other receivables and accrued income is analysed below: Trade receivables, other receivables and accrued income – Not yet due and up to 3 months overdue – 3 to 6 months past due – 6 to 12 months past due – Over 12 months past due Gross £m 43.0 0.4 0.1 – 43.5 Provision £m (1.3) (0.4) (0.1) – (1.8) 2016 Net £m 41.7 – – – 41.7 Gross £m 37.8 0.3 0.1 0.6 38.8 Provision £m (0.9) (0.1) (0.1) (0.6) (1.7) 2015 £m 30.9 (1.7) 29.2 4.4 3.8 3.1 40.5 0.4 40.9 2015 Net £m 36.9 0.2 – – 37.1 Trade and other receivables which are less than three months past due are not considered impaired unless specific information indicates otherwise. Trade and other receivables greater than three months past due are considered for recoverability, and where appropriate, a provision against bad debt is recognised. All trade and other receivable balances at the balance sheet date are denominated in Sterling (2015: Sterling), and are held at amortised cost. Given the short term nature of current receivables, there is deemed to be no difference between this and fair value. The difference between the book value and fair value of non-current trade and other receivables is deemed to be not material. There is limited concentration of credit risk with respect to trade receivables due to the diverse and unrelated nature of the Group’s customers. Accordingly, the Directors believe that no further credit provision is required in excess of the provision for impairment of receivables. The movement in the provision for trade and other receivables is analysed below: At 1 January Provisions for receivables impairment Provisions acquired Amounts unused reversed Receivables written off during the year as uncollectable Transferred to assets classified as held for sale At 31 December 2016 £m (1.7) (1.2) (0.4) 0.4 1.0 0.1 (1.8) 2015 £m (1.6) (1.1) – 0.3 0.7 – (1.7) The creation and release of the provision for impaired receivables has been included in administrative expenses in the Income Statement when related to continuing activities. Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash. The figures in the table above reflect both continuing and discontinued operations. The maximum exposure to credit risk at the reporting date is the fair value of each class of receivable detailed within this note. The Group does not hold any collateral as security. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 74 74 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 18 Trade and other payables (current) Trade payables Other payables Other taxation and social security liabilities Deferred income Deferred consideration Accruals 2016 £m 21.4 3.1 8.7 2.0 – 25.4 60.6 2015 £m 14.9 3.0 6.9 1.0 0.2 26.6 52.6 All trade and other payables balances at the balance sheet date are denominated in Sterling (2015: Sterling), and are held at amortised cost. Given the short term nature there is deemed to be no difference between this and fair value. 19 Trade and other payables (non-current) Trade Payables Deferred income Deferred consideration Accruals 2016 £m 0.2 0.6 0.3 1.2 2.3 The difference between the book value and fair value of non-current trade and other payables is deemed to be not material. 20 Borrowings Current Overdraft Bank loans Obligations under finance lease agreements Non-current Bank loans Obligations under finance lease agreements The maturity of non-current bank loans is as follows: – Between one and two years – Between two and five years – Unamortised issue costs of bank loans 2016 £m 5.2 9.8 4.9 19.9 72.5 9.5 82.0 101.9 – 73.0 (0.5) 72.5 2015 £m – 0.6 0.9 0.7 2.2 2015 £m 4.5 1.3 1.5 7.3 58.5 5.5 64.0 71.3 – 59.0 (0.5) 58.5 At 31 December 2016, the Group had a banking facility under which bank loans were secured and drawn down under a committed facility dated 22 April 2016. This facility comprised a £120.0 million rolling credit facility (including an overdraft) which runs to April 2020 and a £30.0 million short term facility expiring on 21 April 2017. The available facilities at 31 December 2016 were £150.0 million (2015: available facility of £100.0 million). Included within the rolling credit facility are two overdraft facilities for £5.0 million and £3.0 million with two of the Group’s principal bankers (2015: £5.0 million and £3.0 million). Individual tranches are drawn down, in sterling, for periods of up to six months at LIBOR rates of interest prevailing at the time of drawdown, plus the applicable margin. The margin varies between 1.25% and 2.25%. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 75 Annual Report and Accounts 2016 Johnson Service Group PLC 75 Borrowings continued 20 As at 31 December 2016, £50.0 million of borrowings were subject to hedging arrangements which have the effect of replacing LIBOR with fixed rates as follows: ➔ for £15.0 million of borrowings, LIBOR is replaced with 1.4725% from 8 January 2016 to 8 January 2019; ➔ for £15.0 million of borrowings, LIBOR is replaced with 1.665% from 8 January 2016 to 8 January 2020; ➔ for £10.0 million of borrowings, LIBOR is replaced with 0.49% from 30 June 2016 to 30 June 2018; and ➔ for £10.0 million of borrowings, LIBOR is replaced with 0.5525% from 30 June 2016 to 30 June 2019. Amounts drawn under the revolving credit facility have been classified as either current or non-current depending upon when the loan is expected to be repaid. The secured bank loans are stated net of unamortised issue costs of £0.7 million (2015: £0.7 million). Details of the security are provided in note 25 to the Consolidated Financial Statements. Finance leases Obligations under finance lease agreements are as follows: Not more than one year Minimum lease payments Interest element Present value of minimum lease payments Between one and five years Minimum lease payments Interest element Present value of minimum lease payments More than five years Minimum lease payments Interest element Present value of minimum lease payments 2016 £m 5.3 (0.4) 4.9 9.6 (0.5) 9.1 0.4 – 0.4 2015 £m 1.7 (0.2) 1.5 4.7 (0.4) 4.3 1.2 – 1.2 Finance lease obligations are secured on the assets to which they relate. Deferred taxation 21 Deferred income 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 offset amounts are as follows: Recognised deferred income tax assets and liabilities Depreciation in excess of/(less than) capital allowances Employee share schemes Post-employment benefit obligations Derivative financial liabilities Other short term timing differences Separately identifiable intangible assets Deferred Income Tax Assets –––––––––––––––––––––––––––––––––––––––––– 2015 £m 2016 £m Deferred Income Tax Liabilities ––––––––––––––––––––––––––––––––––––––––– 2015 £m 2016 £m – 0.3 3.4 0.1 0.4 – 4.2 0.1 0.2 3.0 0.2 – – 3.5 (1.5) – – – – (8.5) (10.0) – – – – (0.3) (6.5) (6.8) The deferred income tax assets disclosed above are deemed to be recoverable. In addition, deferred tax assets of £0.8 million are included within Assets classified as held for sale (Note 32). S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 76 76 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Deferred taxation continued 21 Tax losses of approximately £23.7 million were acquired as part of the acquisition of Sketchley Limited in May 2004. The method of utilisation of the losses has been formally agreed with HM Revenue & Customs, however, there is no certainty that the tax relating to these losses will be recovered in the future. Accordingly, no deferred tax asset has been recognised within these financial statements in respect of the unutilised losses. At 31 December 2016, £1.4 million of these losses have been utilised, leaving future tax losses available of £22.3 million. During 2016 none of these tax losses have been utilised (2015: £nil). The benefit of these tax losses and the requirement to make payments to the vendors were disposed of with the Drycleaning business on 4 January 2017. The following provides a reconciliation of the movement in each of the deferred income tax assets and liabilities: At 31 December 2014 Credit/(charge) to income Deferred income tax liabilities acquired (Charge)/credit to other comprehensive income Credit to Shareholders’ equity At 31 December 2015 (Charge)/credit to income Deferred income tax liabilities acquired (note 31) Credit to other comprehensive income Transfer to assets classified as held for sale At 31 December 2016 Depreciation in Excess of/ (less than) Capital Allowances £m 0.3 0.6 (0.8) – – 0.1 (0.2) (0.8) – (0.6) (1.5) Employee Share Schemes £m Post- employment Benefit Obligations £m Derivative Financial Instruments £m Other Short Term Timing Differences £m Intangible Assets £m 0.1 – – – 0.1 0.2 0.2 – – (0.1) 0.3 3.7 (0.3) – (0.4) – 3.0 (0.2) – 0.6 – 3.4 0.1 – – 0.1 – 0.2 (0.1) – – – 0.1 0.4 (0.7) – – – (0.3) 0.8 – – (0.1) 0.4 (1.8) 0.9 (5.6) – – (6.5) 1.6 (3.6) – – (8.5) Total £m 2.8 0.5 (6.4) (0.3) 0.1 (3.3) 2.1 (4.4) 0.6 (0.8) (5.8) The deferred income tax charge to income in 2016 includes a charge of £0.1 million in respect of Discontinued Operations (2015: credit of £1.1 million). Changes to the UK corporation tax rates were announced on 8 July 2015. These changes were substantively enacted as part of Finance Bill 2015 on 26 October 2015 and include reductions to the main rate to reduce the rate to 19% from 1 April 2017 and to 18% from 1 April 2020. A further change to reduce the rate from 1 April 2020 from 18% to 17% was announced on 16 March 2016. This change was substantively enacted as part of Finance Bill 2016 on 15 September 2016. Deferred income taxes at the balance sheet date have been measured at the tax rate expected to be applicable at the date the deferred income tax assets and liabilities are realised. Management has performed an assessment, for all material deferred income tax assets and liabilities, to determine the period over which the deferred income tax assets and liabilities are forecast to be realised, which has resulted in an average deferred income tax rate of 18.5% being used to measure all deferred tax balances as at 31 December 2016 (2015: 19.0%). The impact of the change in tax rates to 18.5% has been a £0.3 million credit in the Income Statement and a £0.1 million credit within other comprehensive income. The Group has estimated that £0.8m of the Group’s net deferred income tax liability will be realised in the next 12 months. This is management’s current best estimate and may not reflect the actual outcome in the next 12 months. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 77 Annual Report and Accounts 2016 Johnson Service Group PLC 77 Property £m 14.0 3.8 0.1 (0.1) (6.0) 11.8 0.2 0.1 (3.4) (0.7) (3.9) 4.1 Self Insurance £m 0.7 0.1 – – (0.1) 0.7 0.1 – – – (0.1) 0.7 2016 £m 2.9 1.9 4.8 Total £m 14.7 3.9 0.1 (0.1) (6.1) 12.5 0.3 0.1 (3.4) (0.7) (4.0) 4.8 2015 £m 6.2 6.3 12.5 22 Provisions At 31 December 2014 Additional provision in the year Provision discount unwind Released during the year Utilised during the year At 31 December 2015 Additional provision in the year Provision discount unwind Transferred to Liabilities directly associated with assets classified as held for sale (note 32) Released during the year Utilised during the year At 31 December 2016 Analysis of total provisions Current Non-current Property The property provision includes onerous leases, expected lease dilapidation costs and the estimated remediation costs of property where an environmental problem has been identified and the costs to rectify can be reliably measured. The estimates and judgements used in determining the value of provisioning are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The majority of the property provision is expected to be utilised over a period of up to five years. Self insurance The self insurance provision is in respect of the estimated payments due to existing claimants under the self funded incapacity scheme over a period of 13 years. This scheme is now closed. Post-employment benefit obligations 23 The Group operates pension schemes of both the funded defined benefit and the defined contribution type for a substantial number of employees. In addition, the Group also operates an unfunded defined benefit private healthcare scheme for eligible retirees. The disclosures below are in respect of all of the Group schemes. Pensions – defined contribution The JSG Pension Plan is a defined contribution scheme. The total cost of employer contributions for the year for continuing operations was £1.8 million (2015: £1.6 million). Pensions – defined benefit The Group operates a defined benefit pension scheme, the Johnson Group Defined Benefit Scheme (‘JGDBS’). The JGDBS was closed to future accrual on 31 December 2014. A full actuarial valuation of the JGDBS was carried out at 5 October 2013 and has been updated to 31 December 2016 by an independent qualified actuary. The updated actuarial valuation at 31 December 2016 showed a deficit of £17.0 million (2015: £14.7 million). During the year, no employer contributions were made (2015: £nil). Deficit recovery payments of £1.9 million (2015: £1.9 million) were made to the Scheme during the year. Further deficit recovery payments of £3.4 million are expected to be made in 2017, including £1.5 million from the proceeds of the Drycleaning disposal. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 78 78 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Post-employment benefit obligations continued 23 Actuarial assumptions Considerations when calculating the IAS 19 liability IAS19(R) sets out prescribed (qualitative) conditions for selecting the actuarial assumptions used to calculate the pension liabilities and pension costs. A key assumption is the discount rate which is used to determine the value of pension liabilities at the balance sheet date. The selection of the price inflation assumptions (both RPI and CPI) is also critical as these are relevant for the pre-retirement revaluation and pension increases in payment assumptions. These assumptions are based on market yields at the balance sheet date, and may not be borne out in practice due to the long-term expected duration of the Scheme. The weighted average duration of the defined benefit obligation is approximately 15 years (2015: 15 years). Within the prescribed conditions however, assumptions must be mutually compatible and lead to the best estimate of the future cash flows in respect of pension liabilities. A summary of relevant considerations is set out below: Assumption for valuing pension liabilities Comments on prescribed conditions Discount rate (pre and post retirement) Retail Price inflation (RPI) Consumer Price Inflation (CPI Pension increases Based on yields on “high quality” corporate bonds of appropriate duration and currency, or a suitable proxy. Our approach is to value sample pensioner and non-pensioner cash flows with different durations using a yield curve approach and to calculate the single equivalent discount rate for each set of cash flows Based on the yield differential between index-linked bonds and fixed-interest bonds of appropriate duration and of a similar credit standing (for example, using spot yields derived from the inflation yield curve published by the Bank of England) with the allowance for an inflation premium to reflect market conditions Based on the RPI assumption with an adjustment to reflect the historic and future long term differences between the RPI and CPI indices Compatible with the rate of price inflation above taking into account the effects of scheme rules and valid expectations of discretionary increases based on best practice Demographic assumptions (e.g. rates of mortality and early retirement) Compatible assumptions that lead to a best estimate of future cash flows Assumptions used Rate used to discount scheme liabilities Retail price inflation (RPI) Consumer price inflation (CPI) Rate of increase of pensions in payment (5.0% RPI linked) Rate of increase of pensions in payment (2.5% RPI linked) Rate of increase of pensions in payment (2.5% CPI linked) Rate of increase of pensions in deferment (JGDBS Scheme) 2016 2.70% 3.25% 2.05% 3.10% 2.09% 1.70% 2.05% 2015 3.90% 3.00% 1.80% 2.90% 2.00% 1.55% 1.80% Life expectancy at age 60 for current male pensioners is assumed to be 26.6 years (2015: 26.5 years). Life expectancy at age 60 for male future pensioners is assumed to be 27.3 years (2015: 27.3 years). “S1NXA CMI 2015 with a 1.0% long term trend rate” has been used to derive these mortality rates (2015: “S1NXA CMI 2015 with a 1.0% long term trend rate” used). It is assumed that 100% of non-retired members of the JGDBS will commute 25% of their pension at retirement (2015: 100% of members will commute 25% of pension). It has been assumed that 50% (2015: 50%) of future pensioners at retirement will exchange their non-statutory pension increases at retirement for a higher, but non-increasing pension. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 79 Annual Report and Accounts 2016 Johnson Service Group PLC 79 Post-employment benefit obligations continued 23 Sensitivity of key assumptions The table below gives an approximation of the impact on the IAS19(R) pension scheme liabilities to changes in assumptions and experience. Note that all figures are before allowing for deferred tax. Item Increase/reduce discount rate by 0.1% Increase/reduce price inflation assumption by 0.1% 1 year increase/decrease in life expectancy at age 60 Approximate increase/(decrease) on Post-employment benefit obligation (£3.4 million)/£3.5 million £1.3 million/(£1.2 million) £8.5 million/( £8.5 million) The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the defined benefit obligation to significant actuarial assumptions, the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the pension liability recognised within the Balance Sheet. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the previous period. Private healthcare The Group operates an unfunded defined benefit private healthcare scheme for eligible retirees. At 31 December 2016, the deficit of the scheme was £1.2 million (2015: £1.3 million). The Group accounted for a current service cost of £2,000 and a notional interest cost of £45,000 in the Income Statement (2015: £2,000 and £45,000 respectively). Following the latest formal review, current service cost in 2017 is expected to be £2,000 with a notional interest cost of £45,000. The scheme is subject to a periodic independent actuarial review which assesses the cost of providing benefits for current and future eligible retirees. The latest formal review was undertaken as at 31 December 2014. The latest review was performed using the projected unit credit method, and a discount rate of 3.75%. The main long term actuarial assumptions used in the review were that the retirement age of eligible employees will be 60 for females and males and the rate of increase in medical costs is to be 5.5% throughout. There have been no material changes in circumstances since the last formal review. An increase of 1% in the medical cost trend would increase the scheme liabilities by £0.1 million and the aggregate of the service cost and interest cost by £4,000 per annum. A decrease of 1% in the medical cost trend would reduce the scheme liabilities by £0.1 million and the aggregate of the service cost and interest cost by £4,000 per annum. Post-employment benefit obligations disclosures The amounts charged to the Income Statement are set out below: Current service costs – charged to administrative expenses Notional interest on post-employment obligations Total amounts charged to the Income Statement 2016 £m – 0.6 0.6 2015 £m – 0.6 0.6 Current service costs are charged or credited to the Income Statement in arriving at operating profit before amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items. The interest income on scheme assets and the interest cost on scheme liabilities are included within total finance cost. In addition, the following amounts have been recognised in the Statement of Comprehensive Income: Return/(loss) on scheme assets excluding interest income Re-measurement gains arising from changes in demographic assumptions Re-measurement (losses)/gains arising from changes in financial assumptions Experience gains on liabilities Total amounts recognised in the Statement of Comprehensive Income 2016 £m 31.4 – (38.6) 3.7 (3.5) 2015 £m (5.2) 0.5 5.9 – 1.2 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 80 80 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 23 Post-employment benefit obligations continued Amounts recognised in the Balance Sheet are as follows: Present value of funded obligations Fair value of scheme assets Net defined benefit pension obligations Post-retirement healthcare obligations Net post-employment benefit obligations Movements in the fair value of scheme assets were as follows: Fair value of scheme assets at beginning of the year Interest income Return/(loss) on scheme assets (excluding interest income) Deficit recovery payments Benefits paid Fair value of scheme assets at end of the year Movements in the fair value of scheme liabilities were as follows: Fair value of scheme liabilities at beginning of the year Interest expense Re-measurement gains from changes in demographic assumptions Re-measurement (losses)/gains from changes in financial assumptions Experience gains on liabilities Benefits paid Fair value of scheme liabilities at the end of the year Movements in post-employment benefit obligations were as follows: Opening post-employment benefit obligation Notional interest Deficit recovery payments Re-measurement and experience (losses)/gains Closing post-employment benefit obligation 2016 £m (228.5) 211.5 (17.0) (1.2) (18.2) 2016 £m 192.4 7.0 31.4 1.9 (21.2) 211.5 2016 £m (208.4) (7.6) – (38.6) 3.7 21.2 (229.7) 2016 £m (16.0) (0.6) 1.9 (3.5) (18.2) 2015 £m (207.1) 192.4 (14.7) (1.3) (16.0) 2015 £m 198.3 7.1 (5.2) 1.9 (9.7) 192.4 2015 £m (216.8) (7.7) 0.5 5.9 – 9.7 (208.4) 2015 £m (18.5) (0.6) 1.9 1.2 (16.0) 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 81 Annual Report and Accounts 2016 Johnson Service Group PLC 81 23 Post-employment benefit obligations continued The major categories of scheme assets were as follows: Equities Bonds Liability driven investments Real return funds Alternative return seeking assets Cash and cash equivalents Total market value of assets Quoted Market Price Active Market £m No Quoted Market Price Active Market £m 71.2 42.1 25.7 26.2 4.5 12.5 182.2 – – – – 29.3 – 29.3 2016 Total Scheme £m 71.2 42.1 25.7 26.2 33.8 12.5 Quoted Market Price Active Market £m No Quoted Market Price Active Market £m 62.7 38.9 22.4 25.7 4.7 9.4 – – – – 28.6 – 28.6 211.5 163.8 2015 Total Scheme £m 62.7 38.9 22.4 25.7 33.3 9.4 192.4 The assets of the pension scheme include no (2015: none) shares in the Group. The deficit recognised in respect of the JGDBS is influenced by both the measurement of plan liabilities and the valuation of plan assets. The Group, in conjunction with the Trustee, has tried to ensure an appropriate balance of investments has been made by the scheme to mitigate potential price volatility in individual asset categories. The Group and Trustee regularly monitor the composition of plan assets and amend the composition accordingly to try and match scheme assets with the liabilities they are intended to fund. However, any underperformance of scheme assets could result in future increases in the deficit recognised on the JGDBS. Financial instruments 24 Policies and strategies Details of the Group’s policies and strategies in relation to financial instruments are given within the Statement of Significant Accounting Policies. IAS 32, Financial Instruments: Presentation, IAS 39, Financial Instruments: Recognition and Measurement and IFRS 7, Financial Instruments: Disclosures, also require numerical disclosures in respect of financial assets and liabilities and these are set out below and in note 17. Financial assets and liabilities are stated at either amortised cost or fair value. Where stated at amortised cost, this is not materially different to the fair value unless otherwise stated due to their short term nature. Financial assets Cash at bank and in hand Sterling US Dollars At 31 December Cash within assets classified as held for sale Sterling 2016 £m 2.8 0.1 2.9 0.8 For interest purposes, cash is offset against overdrafts through a pooling arrangement with each of the Group’s principal bankers. Surplus cash is placed on Treasury Deposit with one or more of the Group’s principal bankers. At the balance sheet date, cash was held with the following institutions: Cash at bank and in hand Royal Bank of Scotland Lloyds Bank Total cash and cash equivalents Cash within assets classified as held for sale Royal Bank of Scotland Rating A-2 A-1 A-2 2016 £m 2.6 0.3 2.9 0.8 2015 £m 4.6 – 4.6 – 2015 £m 3.5 1.1 4.6 – S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 82 82 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Financial instruments continued 24 The Group refers to Standard and Poor’s short-term issue credit ratings when determining with which financial institutions to deposit its surplus cash balances. A short-term obligation rated ‘A-1’ is rated in the highest category by Standard & Poor’s. The obligor’s capacity to meet its financial commitment on the obligation is strong. A short-term obligation rated ‘A-2’ is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating categories. However, the obligor’s capacity to meet its financial commitment on the obligation is satisfactory. Cash balances held with the Group’s principal bankers are used for working capital purposes. The Directors do not consider deposits at these institutions to be at risk. Financial instruments by category The Group’s financial assets comprise loans and receivables of £44.6 million (2015: £41.7 million) and assets classified as held for sale of £17.2 million (2015: £nil). Loans and receivables comprise cash and cash equivalents and trade and other receivables, excluding prepayments. The Group’s financial liabilities comprise derivatives used for hedging of £0.8 million (2015: £0.9 million), liabilities directly associated with asset classified as held for sale of £9.4 million (2015: £nil) and other financial liabilities recognised at amortised cost of £164.8 million (2015: £130.6 million). Other financial liabilities recognised at amortised cost comprise trade and other payables and borrowings, including obligations under finance lease agreements. Financial liabilities Overdraft Bank loans* Finance leases Provisions Provisions included within liabilities directly associated with assets classified as held for sale Derivative financial instruments As per Balance Sheet £m Future Interest Cost £m 2016 Total Cash Flows £m As per Balance Sheet £m Future Interest Cost £m 2015 Total Cash Flows £m 5.2 82.3 14.4 4.8 3.4 0.8 110.9 – – 0.9 – 0.1 – 1.0 5.2 82.3 15.3 4.8 3.5 0.8 111.9 9.0 59.8 7.0 12.5 – 0.9 89.2 – – 0.6 0.2 – – 0.8 9.0 59.8 7.6 12.7 – 0.9 90.0 * IFRS 7 requires the contractual future interest cost of a financial liability to be included within the above table. As disclosed in note 20 of these financial statements, all the bank loans are currently drawn under an RCF arrangement and as such there is no contractual future interest cost. Interest paid in the year in relation to bank loans drawn down amounted to £1.7 million. Interest is payable at a rate of LIBOR prevailing at the time of drawdown plus the applicable margin, which ranges from 1.25% and 2.25%. Liquidity risk The maturity of financial liabilities based on contracted cash flows is shown in the table below. This table has been drawn up using the undiscounted cash flows of financial liabilities based on the earliest date on which the Group is obliged to pay. The table includes both interest and principal cash flows. Floating rate interest payments have been calculated using the relevant interest rates prevailing at the year end. As at 31 December 2016 Due within one year Due within one to two years Due within two to five years Due after more than five years As at 31 December 2015 Due within one year Due within one to two years Due within two to five years Due after more than five years Overdrafts £m 5.2 – – – 5.2 9.0 – – – 9.0 Bank Loans £m 9.7 – 72.6 – 82.3 1.3 – 58.5 – 59.8 Finance Leases £m 5.3 3.8 5.8 0.4 15.3 1.7 1.6 3.1 1.2 7.6 Provisions within liabilities held for sale £m Derivative Financial Instruments £m 1.3 0.5 1.1 0.6 3.5 – – – – – 0.3 0.4 0.1 – 0.8 0.3 0.4 0.2 – 0.9 Provisions £m 1.9 1.0 1.2 0.7 4.8 6.3 2.3 1.7 2.4 12.7 Total £m 23.7 5.7 80.8 1.7 111.9 18.6 4.3 63.5 3.6 90.0 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 83 Annual Report and Accounts 2016 Johnson Service Group PLC 83 Financial instruments continued 24 Interest rate risk profile As at 31 December 2016 Sterling As at 31 December 2015 Sterling Fixed Rate Financial Liabilities £m 64.4 37.0 Floating Rate Financial Liabilities £m 40.9 47.0 Financial Liabilities on which no Interest is paid £m 5.6 5.2 Total £m 110.9 89.2 The Group’s creditors falling due within one year (other than bank and other borrowings) are excluded from the above tables either due to the exclusion of short term items or because they do not meet the definition of a financial liability. Fixed rate financial liabilities At 31 December 2016 the Group’s fixed rate financial liabilities related to bank borrowings that are covered by interest hedging arrangements and assets held under finance lease agreements (2015: Interest hedging arrangements and assets held under finance lease agreements). For assets held under finance lease agreements the average interest rate incurred is 3.1% (2015: 3.3%) and the weighted average period remaining is 45 months (2015: 65 months). The Group has entered into a number of interest hedging arrangements, the effect of which is to classify £50.0 million (2015: £30.0 million) of the Group’s borrowings as fixed rate as follows: ➔ for £15.0 million of borrowings, LIBOR is replaced with 1.4725% from 8 January 2016 to 8 January 2019; ➔ for £15.0 million of borrowings, LIBOR is replaced with 1.665% from 8 January 2016 to 8 January 2020; ➔ for £10.0 million of borrowings, LIBOR is replaced with 0.49% from 30 June 2016 to 20 June 2018; and ➔ for £10.0 million of borrowings, LIBOR is replaced with 0.5525% from 30 June 2016 to 30 June 2019. Gains and losses recognised in the hedging reserve in equity on interest hedging arrangements as of 31 December 2016 will be continuously released to the Income Statement within finance costs until the end of the hedged period. Floating rate financial liabilities Floating rate financial liabilities bear interest at rates based on relevant LIBOR equivalents. Loans are drawn and interest rates fixed for periods of between one and six months. The weighted average period remaining for floating rate financial liabilities is 6 months (2015: 27 months). The variation in the interest rate of floating rate financial liabilities (with all other variables held constant) required to increase post-tax profit for the year by £0.1 million is 30 basis points (2015: 50 basis points). The variation in the interest rate of floating rate financial liabilities (with all other variables held constant) required to decrease post-tax profit for the year by £0.1 million is 30 basis points (2015: 50 basis points). Fair values of financial liabilities Bank loans are drawn down and interest set for no more than a six month period (2015: six month period). In view of this, the fair value of bank loans is not materially different from the book value. The fair value of other financial liabilities was not materially different from the book value. The Group recognises financial instruments that are held at fair value. Financial instruments have been classified as Level 1, Level 2 or Level 3 dependent on the valuation method applied in determining their fair value. The different levels have been defined as follows: ➔ Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1). ➔ Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2). ➔ Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3). The only financial instruments held at fair value by the Group relate to interest rate swaps on a portion of the Group’s long term borrowings and commodity swaps. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 84 84 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Financial instruments continued 24 For both the years ended 31 December 2016 and 31 December 2015, the liabilities arising from these instruments have been classified as Level 2. The fair value of these instruments at each of the period ends was: Derivative financial instruments held: – Interest rate products – Commodity products Fair Value 2016 £m Fair Value 2015 £m (0.8) – (0.3) (0.6) Further information regarding interest rate products is provided in the fixed rate financial liabilities section above. Commodity products relate to fuel derivatives to hedge against movements in the price of diesel used in the Group’s operations. The fuel derivatives hedge the underlying commodity price risk. As at the balance sheet date, the Group has hedged 2.4 million litres (2015: 4.8 million litres) of diesel in the year to 31 December 2017 representing approximately 32% (2015: 50%) of its expected monthly diesel consumption. The hedged price is 35.25 pence per litre. Where available, market rates have been used to determine fair value. All financial instruments are Level 2 financial instruments for all periods and there have been no transfers between either Level 1 and 2 or Level 2 and 3 in any period. The fair value of the following financial assets and liabilities approximate their carrying amount: ➔ Trade receivables and other receivables ➔ Cash and cash equivalents ➔ Trade and other payables Valuation techniques used to derive Level 2 fair values Level 2 trading and hedging derivatives comprise interest rate swaps and commodity swaps. Interest rate swaps are fair valued using forward interest rates extracted from observable yield curves. Commodity swaps are using a mark to market valuation at the balance sheet date. The effects of discounting are generally insignificant for Level 2 derivatives. Group’s valuation processes The Group’s finance function includes a treasury team that performs the valuations of financial assets required for financial reporting purposes, including Level 3 fair values (as required). This team reports directly to the Chief Financial Officer (CFO). Discussions of valuation processes and results are held between the CFO and the treasury team at least once every six months, in line with the Group’s reporting dates. Foreign currency risk The Group purchases such a small proportion in currencies other than Sterling that there is no reasonable change in exchanges rates that would have a material effect on the Company. Capital management risk The Group’s objectives when managing its capital structure are to safeguard the Group’s ability to continue as a going concern in order to provide appropriate returns to Shareholders and benefits to other stakeholders. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to Shareholders, return capital to Shareholders, issue new shares or take other steps to increase share capital and reduce or increase debt facilities. The Group manages its capital structure using a number of measures and taking into account future strategic plans. Such measures include its interest cover and gearing ratios which are included in its banking covenants. The Group remains compliant with its banking covenants. Contingent liabilities 25 The Group operates from a number of sites across the UK. Some of the sites have operated as laundry sites for many years and historic environmental liabilities may exist. Such liabilities are not expected to give rise to any significant loss. The Group has granted its Bankers and Trustee of the Pension Scheme (the ‘Trustee’) security over the assets of the Group. The priority of security is as follows: ➔ first ranking security for £28.0 million to the Trustee ranking pari passu with up to £156.0 million of bank liabilities; and ➔ second ranking security for the balance of any remaining liabilities to the Trustee ranking pari passu with any remaining bank liabilities. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 85 Annual Report and Accounts 2016 Johnson Service Group PLC 85 Contingent liabilities continued 25 During the period of ownership of the Facilities Management division, the Company had given guarantees over the performance of contracts entered into by the division. As part of the disposal of the division, the purchaser has agreed to pursue the release or transfer of obligations under the Parent Company guarantees and this is in process. The Sale and Purchase agreement contains an indemnity from the purchaser to cover any loss in the event a claim is made prior to release. In the period until release, the purchaser is to make a payment to the Company of £0.2 million per annum, reduced pro rata as guarantees are released. Such liabilities are not expected to give rise to any significant loss. As a condition of the sale of the Facilities Management division in August 2013, the Group has put in place indemnities, to the purchaser, in relation to any future amounts payable in respect of contingent consideration related to the Nickleby acquisition completed in February 2012. As set out in the 2012 Annual Report and Accounts, the maximum amount payable under the terms of the indemnity could be up to £5.0 million. The Directors believe the risk of settlement at, or near, the maximum level, to be remote. 26 Called-up share capital Issued and Fully Paid Ordinary shares of 10p each: – At start of year – New shares issued – At end of year Shares 2016 £m Shares 330,570,023 34,537,996 365,108,019 33.1 3.4 36.5 299,985,593 30,584,430 330,570,023 2015 £m 30.0 3.1 33.1 Issue of Ordinary shares of 10p each An analysis of the new shares issued in each year is shown below: Issued and Fully Paid Ordinary shares of 10p each: – Placing – Approved LTIP – SAYE New shares issued Shares 2016 £ Shares 2015 £ note 1 note 2 note 3 33,061,540 – 1,476,456 3,306,154 – 147,645 30,011,802 78,632 493,996 3,001,180 7,863 49,400 34,537,996 3,453,799 30,584,430 3,058,443 Note 1: During the year, the Group placed 33,061,540 (2015: 30,011,802 ) Ordinary shares with institutional investors raising net proceeds of £28.7 million (2015: £21.1 million), of which £3.3 million (2015: £3.0 million) was credited to share capital. The placing was undertaken using a cash box structure. As a result, the Group was able to take relief under section 612 of the Companies Act 2006 from crediting share premium and instead transfer the net proceeds in excess of the nominal value to retained earnings. Note 2: Nil (2015: 78,632) Approved LTIP options were exercised with a total nominal value of £nil (2015: £7,863). Note 3: 1,476,456 (2015: 493,996) SAYE Scheme options were exercised with a total nominal value of £147,645 (2015: £49,400). The total proceeds received on allotment in respect of all of the above transactions were £29.3 million (2015: £21.2 million) and were credited as follows: Share capital Share premium Retained earnings 2016 £m 3.4 0.5 25.4 29.3 2015 £m 3.1 – 18.1 21.2 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 86 86 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 26 Called-up share capital continued Potential issues of Ordinary shares of 10p each As at the balance sheet date, certain senior executives hold options in respect of potential issues of Ordinary shares of 10 pence, each granted pursuant to the 2009 Long-Term Incentive Plan (the ‘LTIP’) and the 2009 Long-Term Incentive Plan Approved Section (the ‘Approved LTIP’) (together referred to as ‘Executive Schemes’) at prices ranging from nil to 80.0 pence. Certain Group employees also hold options in respect of potential issues of Ordinary shares of 10 pence, each granted pursuant to the Johnson Service Group Sharesave Plan (hereinafter referred to as the ‘SAYE Scheme’) at prices ranging from 28.50 pence to 82.75 pence. Options granted under the SAYE Scheme are normally exercisable within six months from the date exercisable as shown below. Options under the Executive Schemes are normally exercisable, subject to the achievement of performance conditions, three years after the date of grant and within seven years from the date exercisable as shown below. Upon exercise, all options are generally settled in equity. The number of shares subject to option under each scheme which were outstanding at 31 December 2016, the date on which they were granted and the date from which they may be exercised, are given below: Scheme LTIP LTIP Approved LTIP LTIP SAYE Scheme SAYE Scheme SAYE Scheme SAYE Scheme SAYE Scheme Date Options Granted 13 March 2014 8 May 2015 8 May 2015 6 May 2016 6 October 2011 1 October 2013 1 October 2013 1 October 2015 1 October 2015 Number of Shares 1,089,483 1,182,500 225,000 1,074,238 3,571,221 73,291 251,937 393,174 1,209,654 530,422 2,458,478 6,029,699 Date Exercisable Note 1 Note 1 Note 1 Note 1 1 December 2016 1 December 2016 1 December 2018 1 December 2018 1 December 2020 Exercise Price per Share Nil Nil 80.00p Nil 28.50p 43.75p 43.75p 82.75p 82.75p Note 1: The LTIP options granted are subject to performance conditions linked to the Company’s Earnings Per Share and Total Shareholder Return and will ordinarily vest three years from grant. Further details are set out within the Board Report on Remuneration. Share based payments 27 Executive Schemes The 2009 Long-Term Incentive Plan (the ‘LTIP’) provides for an exercise price of nil. The 2009 Long-Term Incentive Plan Approved Section (the ‘Approved LTIP’) provides for an exercise price equal to the quoted closing mid-market price of the Company shares on the business day immediately preceding the date of grant. The vesting period is generally three years. Both market based and non-market based performance conditions are generally attached to the options, for which an appropriate adjustment is made when calculating the fair value of an option. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Furthermore, options are forfeited if the employee leaves the Group before the options vest, unless under exceptional circumstances. SAYE Schemes The Johnson Service Group Sharesave Plan provides for an exercise price equal to the average of the quoted mid-market price of the Company shares on the business days immediately preceding the date of grant, less a discount of up to ten per cent. The vesting period under the scheme is either three or five years and no performance conditions, other than remaining a Group employee, are attached to the options. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 87 Annual Report and Accounts 2016 Johnson Service Group PLC 87 Share based payments continued 27 Disclosures Movements in the current and prior year in respect of all share schemes are summarised below: Executive schemes Outstanding at beginning of the year Granted during the year Exercised during the year Lapsed during the year Outstanding at the end of the year Exercisable at the end of the year SAYE schemes Outstanding at beginning of the year Granted during the year Exercised during the year Lapsed during the year Outstanding at the end of the year Exercisable at the end of the year 2016 Weighted Average Exercise Price (p) Number of Options 2015 Weighted Average Exercise Price (p) Number of Options 2,496,983 1,074,238 – – 3,571,221 – 4,045,517 – (1,476,456) (110,583) 2,458,478 325,228 7p – – – 5p –– 59p – 40p 63p 71p 40p 1,233,543 1,407,500 (78,632) (65,428) 2,496,983 – 3,008,543 1,798,612 (493,083) (268,555) 4,045,517 – 2p 13p 31p 9p 7p 37p 83p 21p 31p 59p – For options outstanding at 31 December 2016, the exercise date and the exercise price are disclosed within note 26. During the year the Group recognised total expenses of £1.0 million (2015: £0.6 million), including associated social security costs of £0.2 million (2015: £0.1 million) in relation to equity-settled share based payment transactions. The average share price of Johnson Service Group PLC during the year was 97.0 pence (2015: 82.0 pence). The aggregate gain made by Directors on the exercise of share options during the year was £nil (2015: £nil). The fair value of options awarded to employees is determined by reference to option pricing models, principally Binomial models for SAYE schemes and Monte Carlo models for all other schemes. The inputs into the Binomial and Monte Carlo models are as follows: Weighted average share price at date of grant (pence) Weighted average exercise price (pence) Weighted average fair value (pence) Expected volatility (%) Expected life (years) Risk free interest rate (%) Expected dividend yield (%) Options Granted During 2016 Options Granted During 2015 92 – 65 25.0 3.0 0.5 2.2 87 34 41 24.8 3.4 0.8 2.4 Expected volatility and expected dividend yield were determined by calculating the historical volatility of the Company’s share price and the historical dividend yield for a period akin to the expected life of each option scheme. The risk free rate of return is based on the rate for UK government gilts on the date of grant, for a period akin to the expected life of the option. 28 Share premium Balance brought forward Received on allotment of shares Balance carried forward 2016 £m 14.5 0.5 15.0 2015 £m 14.5 – 14.5 S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 88 88 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 29 Own shares Balance brought forward and carried forward 2016 £m – 2015 £m – Own shares represent the cost of shares in Johnson Service Group PLC purchased in the market and held by the Trustee of the EBT, to satisfy options under the Group’s share option schemes. The number of shares and the market value at the balance sheet date are as follows: Number of shares held Market value £m 30 Reconciliation of movements in Shareholders’ equity Profit for the period Dividends Other recognised gains and losses relating to the year: Issue of share capital Share options (value of employee services) Re-measurement and experience gains/(losses) (net of taxation) Change in deferred tax due to change in tax rate Current tax on share options Deferred tax on share options Cash flow hedges movement Net addition to Shareholders’ equity Opening Shareholders’ equity Closing Shareholders’ equity 2016 20,739 – 2016 £m 20.6 (7.7) 12.9 29.3 0.8 (2.9) (0.1) 0.2 – 0.1 40.3 106.8 147.1 2015 20,739 – 2015 £m 10.3 (5.7) 4.6 21.2 0.5 1.0 (0.2) – 0.1 (0.4) 26.8 80.0 106.8 Business combinations 31 On 29 January 2016 the Group acquired 100% of the share capital of Zip Textiles (Services) Limited (‘Zip’) for a net consideration of £13.0 million (being £14.0 million consideration less cash acquired of £1.0 million) plus associated fees. Since acquisition, Zip has generated a profit of £0.5 million on revenue of £7.3 million. Had the business been acquired at the start of the year, it is estimated that a profit of £0.5 million would have been generated on revenue of £7.8 million. On 26 April 2016 the Group acquired 100% of the share capital of Chester Laundry Limited (‘Chester’) for a net consideration of £1.0 million (being £0.8 million consideration plus overdraft acquired of £0.2 million) plus associated fees. Since acquisition, Chester has generated a profit of £0.2 million on revenue of £4.7 million. Had the business been acquired at the start of the year, it is estimated that a profit of £0.2 million would have been generated on revenue of £6.8 million. On 28 April 2016 the Group acquired 100% of the share capital of Portgrade Limited, together with its trading subsidiary Afonwen Laundry Limited (‘Afonwen’) for a net consideration of £41.9 million (being £37.4 million consideration plus overdraft acquired of £4.5 million) plus associated fees. Since acquisition, Afonwen has generated a profit of £2.5 million on revenue of £30.7 million. Had the business been acquired at the start of the year, it is estimated that a profit of £2.0 million would have been generated on revenue of £42.9 million. 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 89 Annual Report and Accounts 2016 Johnson Service Group PLC 89 Business combinations continued 31 The provisional fair value of assets and liabilities acquired are as follows: Intangible assets – Goodwill Intangible assets – Customer contracts Property, plant and equipment Textile rental items Inventories Trade and other receivables Current income tax asset Cash and cash equivalents/(overdraft) Trade and other payables Borrowings Deferred income tax liability Zip £m 8.7 3.1 6.6 0.4 – 0.8 – 1.0 (1.9) (3.6) (1.1) 14.0 Chester £m 0.7 – 2.9 0.4 – 1.4 0.1 (0.2) (2.4) (2.3) 0.2 0.8 Fair value adjustments to previous acquisitions £m 0.4 – (0.4) – – – – – – – – – Afonwen £m 21.4 15.4 15.9 6.5 0.3 5.1 0.1 (4.5) (8.7) (10.6) (3.5) 37.4 Total £m 31.2 18.5 25.0 7.3 0.3 7.4 0.2 (3.7) (13.0) (16.5) (4.4) 52.2 Goodwill represents the deferred income tax arising on the recognition of the customer contracts plus the expected benefits to the wider Group arising from the acquisition. None of the acquired goodwill is expected to be deductible for tax purposes. Zip, Chester and Afonwen have been included within the Textile Rental reporting segment, Zip within the Bourne CGU and Chester and Afonwen as a separate Afonwen CGU. In 2015, the Group acquired the entire share capital of London Linen Supply Limited (‘London Linen’) and Ashbon Services Limited (‘Ashbon’). Full details are provided in the 2015 Annual Report. During 2016, the initial fair values acquired of the Property, plant and equipment were reduced by £0.3 million in relation to London Linen and £0.1 million in relation to Ashbon, with a corresponding increase in Goodwill. Cash flows from business acquisition activity The cash flows in relation to business acquisition activity are summarised below: Consideration paid Overdraft/(Cash) acquired Costs in relation to business acquisition activity 2016 £m 53.0 3.7 1.3 58.0 2015 £m 73.7 (4.4) 1.1 70.4 Within consideration paid during the year is £0.8 million of deferred consideration in relation to the Ashbon acquisition in 2015. Further deferred consideration of £0.3 million relating to that acquisition remains payable. Costs in relation to business acquisition activity include the payment of £0.1 million of costs that were incurred in 2015. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 90 90 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED Discontinued operations 32 On 4 January 2017 the Group disposed of its Drycleaning business. The results for the year ended 31 December 2016 have been included within discontinued operations and the assets and related liabilities classified as held for sale. Assets and related liabilities classified as held for sale are as follows: Intangible assets – Goodwill Intangible assets – Software Property, plant and equipment Deferred income tax asset Inventories Trade and other receivables Cash Trade and other payables Provisions Included within Assets classified as held for sale Included within Liabilities directly associated with assets classified as held for sale Assets/ (Liabilities) Transferred to Held for Sale £m 9.1 0.1 4.4 0.8 0.4 3.6 0.8 (6.0) (3.4) 9.8 Impairment £m (2.0) – – – – – – – – (2.0) Carrying value under IFRS5 as at 31 December 2016 £m 7.1 0.1 4.4 0.8 0.4 3.6 0.8 (6.0) (3.4) 7.8 17.2 (9.4) 7.8 Consideration receivable is £8.25 million on a debt free cash free basis and to be adjusted for normalised working capital. Of the total consideration, £7.25 million was payable at completion, with a further £1.0 million contingent on the satisfaction of certain conditions. It is expected that the contingent consideration will be received in full. There were no business disposals in the current or prior year. On 7 August 2013 the Facilities Management division was disposed of; full details of this transaction are provided in the 2013 Annual Report. There is £1.1 million of contingent consideration outstanding in relation to this disposal, the receipt of which is dependent upon the acquirer utilising acquired deferred tax assets. This receivable has been fully provided for and no contingent consideration was received during the current period. During 2015, deferred consideration of £0.8 million, together with £0.2 million of contingent consideration, was received. There is an outstanding creditor is relation to disposal costs of £0.2 million (2015: £0.2 million outstanding). Discontinued operations in the current and prior year consist of the trade relating to the Drycleaning business, the related taxation charge and the impairment of Goodwill recognised on classifying the related assets and liabilities as held for sale. The current year also includes a property provision release of £0.4 million for a property relating to operations discontinued in previous years. The total loss relating to Discontinued Operations is as follows: Revenue Operating profit before amortisation and impairment of intangible assets (excluding software amortisation) and exceptional items Finance cost Exceptional items Taxation (charge)/credit Profit/(loss) for the period Impairment of assets classified as held for sale Retained loss from Discontinued Operations 2016 £m 44.3 2.0 (0.1) 0.4 (0.6) 1.7 (2.0) (0.3) 2015 £m 46.2 2.0 (0.1) (6.5) 1.0 (3.6) – (3.6) 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 91 Annual Report and Accounts 2016 Johnson Service Group PLC 91 Discontinued operations continued 32 Cash flows from discontinued operations The cash flows from discontinued operations included within the Consolidated Statement of Cash Flows are as follows: Proceeds from disposals Payment of costs relating to disposals Net proceeds from disposals Net cash used in operating activities Net cash used in investing activities Net cash flow 2016 £m – – – (0.2) (0.9) (1.1) 2015 £m 1.0 (0.1) 0.9 (4.3) (0.8) (4.2) Analysis of net debt 33 Net debt is calculated as total borrowings net of unamortised bank facility fees, less cash and cash equivalents. Non-cash changes represent the effects of the recognition and subsequent amortisation of fees relating to the bank facility, changing maturity profiles, debt acquired as part of an acquisition and new finance leases entered into during the year. Cash and cash equivalents Debt due within one year Debt due after more than one year Finance leases Cash and cash equivalents Debt due within one year Debt due after more than one year Finance leases At 1 January 2016 £m (4.4) (1.3) (58.5) (7.0) (71.2) At 1 January 2015 £m (4.9) (0.8) (19.7) (3.1) (28.5) Cash Flow £m 2.9 (4.7) (14.0) 5.3 (10.5) Cash Flow £m 0.5 0.3 (39.0) 1.6 (36.6) The cash and cash equivalents figures are comprised of the following balance sheet amounts: Cash (Current Assets) Overdraft (Borrowings, Current Liabilities) Cash within assets classified as held for sale (see note 32) Non-cash Changes £m – (3.8) – (12.7) (16.5) At 31 December 2016 £m (1.5) (9.8) (72.5) (14.4) (98.2) Non-cash Changes £m At 31 December 2015 £m – (0.8) 0.2 (5.5) (6.1) 2016 £m 2.9 (5.2) 0.8 (1.5) (4.4) (1.3) (58.5) (7.0) (71.2) 2015 £m (Restated*) 4.6 (9.0) – (4.4) * Comparatives have been restated as a result of guidance issued in March 2016 by the IFRS Interpretations Committee regarding when bank overdrafts in cash-pooling arrangements would meet the requirements for offsetting in accordance with IAS 32: ‘Financial instruments: Presentation’. Further details are provided in note 19. Finance lease obligations are comprised of the following balance sheet amounts: Amounts due within one year (Borrowings, Current Liabilities) Amounts due after more than one year (Borrowings, Non-Current Liabilities) 2016 £m (4.9) (9.5) (14.4) 2015 £m (1.5) (5.5) (7.0) S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt4_168631 Johnson Services - Annual Report Pt4 03/03/2017 17:02 Page 92 92 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONTINUED 34 Reconciliation of net cash flow to movement in net debt Increase in cash in the year Increase in debt and lease financing Change in net debt resulting from cash flows Debt acquired through business acquisition Movement in unamortised bank facility fees New finance leases Movement in net debt Opening net debt Closing net debt 2016 £m 2.9 (13.4) (10.5) (3.8) – (12.7) (27.0) (71.2) (98.2) Financial commitments 35 Capital expenditure Contracts placed for future financial expenditure contracted but not provided for in the consolidated financial statements are shown below: Property, plant and equipment Revenue expenditure Total future minimum lease payments under non-cancellable operating leases are as follows: Land and buildings – within one year – between two and five years – in five years or more Plant and machinery – within one year – between two and five years 2016 £m 3.2 2016 £m 9.0 24.7 26.8 60.5 3.0 4.8 7.8 2015 £m 0.5 (37.1) (36.6) (0.9) 0.3 (5.5) (42.7) (28.5) (71.2) 2015 £m 0.6 2015 £m 9.2 27.6 29.0 65.8 1.8 1.7 3.5 Of these commitments, £18.3 million relating to land and buildings and £0.4 million relating to plant and machinery relates to the Drycleaning business sold on 4 January 2017. The total of future minimum sublease payments to be received under non-cancellable leases at the balance sheet date is £1.6 million (2015: £2.4 million) of which £1.1 million relates to the Drycleaning business sold on 4 January 2017. Events after the reporting period 36 The following event occurring after the balance sheet date has been disclosed in accordance with IAS 10, ‘Events after the reporting period’. Disposal On 4 January 2017 the Group disposed of its Drycleaning business for a consideration of £8.25 million on a debt free, cash free basis and subject to adjustments for normalised working capital. The initial proceeds for the disposal, net of transaction costs of £0.5 million, were £6.25 million, with a further £1.0 million of contingent consideration potentially receivable within 12 months of completion, dependent on the satisfaction of certain conditions. The Drycleaning business is included in the December 2016 Balance Sheet as “assets classified as held for sale” and “liabilities directly associated with assets classified as held for sale”. The anticipated loss on disposal of £2.0 million has been reflected as an impairment of goodwill as at December 2016 and is shown within Discontinued Operations (see note 32). Annual Report and Accounts 2016 Johnson Service Group PLC 93 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF JOHNSON SERVICE GROUP PLC Report on the Company financial statements Our opinion In our opinion, Johnson Service Group PLC’s company financial statements (the “financial statements”): ➔ give a true and fair view of the state of the Company’s affairs as at 31 December 2016 and of its cash flows for the year then ended; ➔ have been properly prepared in accordance with International Financial Reporting Standards (“IFRSs”) as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and ➔ have been prepared in accordance with the requirements of the Companies Act 2006. What we have audited The financial statements, included within the Annual Report and accounts (the “Annual Report”), comprise: ➔ the Company balance sheet as at 31 December 2016; ➔ the Company statement of comprehensive income for the year then ended; ➔ the Company statement of cash flows for the year then ended; ➔ the Company statement of changes in shareholders' equity for the year then ended; ➔ the statement of significant accounting policies; and ➔ the notes to the financial statements, which include other explanatory information. Certain required disclosures have been presented elsewhere in the Annual Report, rather than in the notes to the financial statements. These are cross-referenced from the financial statements and are identified as audited. The financial reporting framework that has been applied in the preparation of the financial statements is IFRSs as adopted by the European Union, and applicable law, and as applied in accordance with the provisions of the Companies Act 2006. Other required reporting Consistency of other information and compliance with applicable requirements Companies Act 2006 reporting In our opinion, based on the work undertaken in the course of the audit: ➔ the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; ➔ the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements. In addition, in light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we are required to report if we have identified any material misstatements in the Strategic Report and the Directors’ Report. We have nothing to report in this respect. ISAs (UK & Ireland) reporting The Directors have chosen to voluntarily comply with the UK Corporate Governance Code (the “Code”) as if the Company were a premium listed company. Under International Standards on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”) we are required to report to you if, in our opinion, information in the Annual Report is: ➔ materially inconsistent with the information in the audited financial statements; or ➔ apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Company acquired in the course of performing our audit; or ➔ otherwise misleading. We have no exceptions to report arising from this responsibility. Adequacy of accounting records and information and explanations received Under the Companies Act 2006 we are required to report to you if, in our opinion: ➔ we have not received all the information and explanations we require for our audit; or ➔ adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or ➔ the financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Directors’ remuneration Under the Companies Act 2006 we are required to report to you if, in our opinion, certain disclosures of Directors’ remuneration specified by law are not made. We have no exceptions to report arising from this responsibility. Responsibilities for the financial statements and the audit Our responsibilities and those of the Directors 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 ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 94 94 Johnson Service Group PLC Annual Report and Accounts 2016 INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF JOHNSON SERVICE GROUP PLC CONTINUED This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. What an audit of financial statements involves We conducted our audit in accordance with ISAs (UK & Ireland). An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: ➔ whether the accounting policies are appropriate to the 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. We primarily focus our work in these areas by assessing the Directors’ judgements against available evidence, forming our own judgements, and evaluating the disclosures in the financial statements. We test and examine information, using sampling and other auditing techniques, to the extent we consider necessary to provide a reasonable basis for us to draw conclusions. We obtain audit evidence through testing the effectiveness of controls, substantive procedures or a combination of both. 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. With respect to the Strategic Report and Directors’ Report, we consider whether those reports include the disclosures required by applicable legal requirements. Other matter We have reported separately on the Group financial statements of Johnson Service Group PLC for the year ended 31 December 2016. Graham Parsons (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors Manchester 28 February 2017 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 95 Annual Report and Accounts 2016 Johnson Service Group PLC 95 COMPANY STATEMENT OF COMPREHENSIVE INCOME (Loss)/profit for the year Items that will not be subsequently reclassified to profit or loss Re-measurement and experience (losses)/gains on post-employment obligations Taxation in respect of re-measurement and experience losses/(gains) Change in deferred tax due to change in tax rate Items that may be subsequently reclassified to profit or loss Cash flow hedges (net of taxation) – fair value losses – transfers to administrative expenses – transfers to finance cost Other comprehensive (loss)/income for the year Total comprehensive (loss)/income for the year Year ended 31 December 2016 £m (11.4) (3.5) 0.6 (0.1) (0.4) 0.2 0.3 (2.9) (14.3) COMPANY STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY Balance at 1 January 2015 Profit for the year Other comprehensive (loss)/income Total comprehensive (loss)/income for the year Share options (value of employee services) Issue of share capital Dividends paid Transactions with Shareholders recognised directly in Shareholders’ Equity Balance at 31 December 2015 Balance at 1 January 2016 Loss for the year Other comprehensive income/(loss) Total comprehensive income/(loss) for the year Share options (value of employee services) Issue of share capital Dividends paid Transactions with Shareholders recognised directly in Shareholders’ Equity Balance at 31 December 2016 Share Capital £m 30.0 – – – – 3.1 – 3.1 33.1 33.1 – – – – 3.4 – 3.4 36.5 Share Premium £m 14.5 – – – – – – – 14.5 14.5 – – – – 0.5 – 0.5 15.0 Merger Reserve £m 3.5 – – – – – – – 3.5 3.5 – – – – – – – Capital Redemption Reserve £m 0.6 – – – – – – – 0.6 0.6 – – – – – – – Hedge Reserve £m (0.4) – (0.4) (0.4) – – – – (0.8) (0.8) – 0.1 0.1 – – – – 3.5 0.6 (0.7) Retained Earnings £m 45.5 3.8 0.8 4.6 0.5 18.1 (5.7) 12.9 63.0 63.0 (11.4) (3.0) (14.4) 0.8 25.4 (7.7) 18.5 67.1 Year ended 31 December 2015 £m 3.8 1.2 (0.2) (0.2) (1.0) 0.3 0.3 0.4 4.2 Total Equity £m 93.7 3.8 0.4 4.2 0.5 21.2 (5.7) 16.0 113.9 113.9 (11.4) (2.9) (14.3) 0.8 29.3 (7.7) 22.4 122.0 All of the Retained Earnings reserve is considered to be distributable as at 31 December 2016 subject to the offset of the Hedge Reserve (2015: all distributable subject to the offset of the hedge reserve). S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 96 96 Johnson Service Group PLC Annual Report and Accounts 2016 COMPANY BALANCE SHEET Non-current assets Trade and other receivables Deferred income tax assets Investments Current assets Trade and other receivables Current income tax assets Current liabilities Trade and other payables Borrowings Derivative financial liabilities Non-current liabilities Post-employment benefit obligations Trade and other payables Borrowings Derivative financial liabilities Net assets Capital and reserves attributable to the company’s shareholders Share capital Share premium Merger reserve Capital redemption reserve Hedge reserve Retained earnings Total Shareholders equity Note 5 3 4 5 6 7 10 8 9 7 10 12 13 As at 31 December 2016 £m As at 31 December 2015 £m 159.3 4.2 560.1 723.6 0.8 6.5 7.3 4.6 15.0 0.3 19.9 18.2 497.8 72.5 0.5 589.0 122.0 36.5 15.0 3.5 0.6 (0.7) 67.1 122.0 113.7 3.7 510.9 628.3 3.0 1.5 4.5 3.6 10.3 0.3 14.2 16.0 429.6 58.5 0.6 504.7 113.9 33.1 14.5 3.5 0.6 (0.8) 63.0 113.9 The financial statements on pages 95 to 106 were approved by the Board of Directors on 28 February 2017 and signed on its behalf by: Yvonne Monaghan Chief Financial Officer 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 97 Annual Report and Accounts 2016 Johnson Service Group PLC 97 COMPANY STATEMENT OF CASH FLOWS Cash flows from operating activities (Loss)/profit for the year Adjustments for: Income tax credit Total finance cost Dividend income Decrease/(increase) in trade and other receivables Increase/(decrease) in trade and other payables Increase in amounts due from subsidiary companies Investment impairment Intercompany loans waived Costs in relation to business acquisition activity Deficit recovery payments in respect of post-employment benefit obligations Share-based payments Post-employment benefit obligations Cash used in operations Interest paid Taxation paid Net cash used in operating activities Cash flows from investing activities Acquisition of businesses Proceeds from sale of subsidiary Dividends received Interest received Loans advanced to subsidiary companies Net cash used in investing activities Cash flows from financing activities Loans received from subsidiary companies Proceeds from borrowings Repayments of borrowings Net proceeds from issue of Ordinary shares Dividend paid Net cash generated from financing activities Note Year ended 31 December 2016 £m (11.4) – (1.2) (3.4) 2.2 1.4 (2.4) 3.2 8.0 0.8 (1.9) 0.6 (0.1) (4.2) (2.7) (6.0) (12.9) (54.0) – – 5.2 (11.1) (59.9) 32.5 88.0 (65.5) 29.3 (7.7) 76.6 3.8 (9.0) (5.2) Year ended 31 December 2015 £m 3.8 (0.8) 2.6 (10.0) (0.4) (0.6) (0.5) – – 1.1 (1.9) 0.4 (0.1) (6.4) (2.3) (2.1) (10.8) (74.5) 0.9 10.0 2.3 (9.6) (70.9) 24.8 93.0 (53.5) 21.2 (5.7) 79.8 (1.9) (7.1) (9.0) S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the year Cash and cash equivalents at end of the year 15 Cash and cash equivalents at the end of the year include cash of £nil and an overdraft of £5.2 million (2015: £nil and £9.0 million respectively). 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 98 98 Johnson Service Group PLC Annual Report and Accounts 2016 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES The Company is incorporated and domiciled in the UK. The Company’s registered number is 523335. The address of its registered office is Johnson House, Abbots Park, Monks Way, Preston Brook, Cheshire, WA7 3GH. The Company is a public limited company and has its primary listing on the AIM division of the London Stock Exchange. The Company financial statements were authorised for issue by the Board on 28 February 2017. Basis of preparation The principal accounting policies applied in the preparation of the Company Financial Statements are the same as those used in the Consolidated Financial Statements as set out on pages 59 to 60 with the addition of the policies set out below. These policies have been consistently applied to the information presented, unless otherwise stated. Investments Investments in Group Undertakings are recorded at cost, which is the fair value of the consideration paid. Investments are tested for impairment and carried at cost less accumulated impairment losses. Where an impairment is identified, it is charged to the Income Statement within intangibles amortisation and impairment (excluding software). Investments that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. Share based compensation The Company operates a number of equity-settled, share based compensation plans. The economic cost of awarding shares and share options to employees is recognised as an expense in the employing company’s Income Statement equivalent to the fair value of the benefit awarded. The fair value is determined by reference to option pricing models, principally Binomial and Monte Carlo models. The fair value of the award is recognised in the employing company’s Income Statement over the vesting period of the award. The grant by the Company of options over its equity instruments to the employees of the subsidiary undertakings is treated as a capital contribution. The fair value of employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to the investment in that subsidiary undertaking, with a corresponding credit to equity in the Company’s accounts. Critical accounting estimates and assumptions Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below: (a) (b) (c) Carrying value of investments in subsidiaries Annually, the Directors consider whether there are any indicators of impairment that may suggest that the recoverable amount of the Company’s investments in subsidiaries is less than their carrying amount. The assessment of impairment indicators requires management to apply judgment in assessing current and forecast trading performance as well as assessing the impact of principal risks and uncertainties specific to the investments it holds. Details of the Company’s investments are set out in note 4 and in the current year the Directors have concluded that no indicators of impairment existed, other than the impairment in relation to the disposal of the Drycleaning business. Income taxes The Company is subject to income taxes. Judgement is required in determining the provision for income taxes. There are many transactions and calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Company recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made. Post-employment benefit obligations The Company operates two post retirement defined benefit arrangements (see note 23 of the Consolidated Financial Statements). Asset valuations are based on the fair value of scheme assets. The valuations of the liabilities of the schemes are based on statistical and actuarial calculations, using various assumptions including discount rates, future inflation rates and pension increases, life expectancy of scheme members, flexible retirement options and cash commutations. The actuarial assumptions may differ materially from actual experience due to changes in economic and market conditions, variations in actual mortality, higher or lower cash withdrawal rates and other changes. Any of these differences could impact the assets or liabilities recognised in the Balance Sheet in future periods. 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 99 Annual Report and Accounts 2016 Johnson Service Group PLC 99 NOTES TO THE COMPANY FINANCIAL STATEMENTS Company income statement 1 As permitted by Section 408(3) of the Companies Act 2006, the Income Statement of the Parent Company is not presented with these financial statements. The retained (loss)/profit of the Parent Company is shown in note 14. Details of dividends paid are included in note 10 of the Consolidated Financial Statements. 2 Property, plant and equipment Cost At 31 December 2014, 2015 & 2016 Accumulated depreciation and impairment At 31 December 2014, 2015 & 2016 Carrying Amount At 31 December 2014, 2015 & 2016 There were £nil assets under construction at 31 December 2016 (2015: £nil). Deferred income tax assets 3 Deferred income tax assets attributable to the Company are as follows: Deferred income tax balances in respect of: Depreciation in excess of capital allowances Post-employment benefit obligations Derivative financial instruments Employee share schemes Other short term timing differences 2016 £m 0.2 3.4 0.1 0.3 0.2 4.2 The following provides a reconciliation of the movement in each of the deferred income tax assets: Depreciation in Excess of Capital Allowances £m Post-employment Benefit Obligations £m Derivative Financial Instruments £m Employee Share Schemes £m Other Short Term Timing Differences £m At 31 December 2014 (Charge)/credit to income (Charge)/credit to other comprehensive income At 31 December 2015 (Charge)/credit to income Credit to other comprehensive income At 31 December 2016 0.2 (0.1) – 0.1 0.1 – 0.2 3.7 (0.3) (0.4) 3.0 (0.2) 0.6 3.4 0.1 – 0.1 0.2 (0.1) – 0.1 – 0.2 – 0.2 0.1 – 0.3 0.3 (0.1) – 0.2 – – 0.2 Plant And Equipment £m 0.3 0.3 – 2015 £m 0.1 3.0 0.2 0.2 0.2 3.7 Total £m 4.3 (0.3) (0.3) 3.7 (0.1) 0.6 4.2 The taxation charge for the year is based on the effective rate of UK Corporation Tax for the period of 20.00% (2015: 20.25%). Changes to the UK corporation tax rates were announced on 8 July 2015. These changes were substantively enacted as part of Finance Bill 2015 on 26 October 2015. These include reductions to the main rate to reduce the rate to 19% from 1 April 2017 and to 18% from 1 April 2020. A further change to reduce the rate from 1 April 2020 from 18% to 17% was announced on 16 March 2016. This change was substantively enacted as part of Finance Bill 2016 on 15 September 2016. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 100 100 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED Deferred income tax assets continued 3 Deferred income taxes at the balance sheet date have been measured at the tax rate expected to be applicable at the date the deferred income tax assets and liabilities are realised. Management has performed an assessment, for all material deferred income tax assets and liabilities, to determine the period over which the deferred income tax assets and liabilities are forecast to be realised, which has resulted in an average deferred income tax rate of 18.5% being used to measure all deferred tax balances as at 31 December 2016 (2015: 19.0%). The impact of the change in tax rates to 18.5% has been a £nil credit in the Income Statement and a £0.1 million debit recognised directly in Shareholders’ equity. It is estimated that £0.5 million of the deferred tax balances will unwind in the next 12 months. 4 Investments Investment in subsidiary undertakings Cost Brought forward Additions Movement relating to share options Disposal Carried forward Accumulated impairment Brought forward Impairment Disposal Carried forward Carrying amount Opening Closing 2016 £m 520.9 52.2 0.2 – 573.3 10.0 3.2 – 13.2 510.9 560.1 2015 £m 506.9 74.8 0.1 (60.9) 520.9 70.9 – (60.9) 10.0 436.0 510.9 Particulars of principal subsidiary undertakings are shown in note 20. During the year the Company acquired Zip Textiles (Services) Limited for a cost of £14.0 million, Chester Laundry Limited for a cost of £0.8 million and Portgrade Limited, together with its trading subsidiary Afonwen Laundry Limited, for a cost of £37.4 million. Details of these acquisitions are shown in note 31 of the Consolidated Financial Statements. During the year the company impaired its investment in Jeeves of Belgravia Limited reflecting the anticipated loss on disposal. Jeeves of Belgravia was sold on 4 January 2017. During the prior year the Company acquired London Linen Supply Limited for a cost of £69.3 million and Ashbon Services Limited for £5.5 million. Details of these acquisitions are shown in note 31 of the Consolidated Financial Statements. In addition, investments in a number of non-trading companies, which were fully impaired, were disposed of in the year, with a net impact on the Income Statement of £nil. The Directors deem the investments to be recoverable due to the future forecasts of the Group. 5 Trade and other receivables Amounts falling due within one year: Receivables from subsidiaries Other receivables Prepayments and accrued income Amounts falling due after more than one year: Receivables from subsidiaries 2016 £m 0.5 0.3 – 0.8 159.3 159.3 2015 £m 0.3 2.4 0.3 3.0 113.7 113.7 Amounts owed by subsidiaries due within one year relate to invoiced services and are due according to the invoice terms. 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 101 Annual Report and Accounts 2017 Johnson Service Group PLC 101 Annual Report and Accounts 2016 Johnson Service Group PLC 101 Trade and other receivables continued 5 Amounts owed by subsidiaries due after more than one year, are unsecured and have no fixed date of repayment and the Company has no present intention of demanding repayment in less than 12 months and therefore the amounts have been presented as non-current assets. The Directors have considered the difference between the book value and fair value of the amounts receivable to subsidiaries. Taking into account the one year risk free rate of return of 0.06%, as at the balance sheet date, the fair value of amounts receivable from subsidiaries would be circa £159.2 million. Other receivables which are less than three months past due are not considered impaired unless specific information indicates otherwise. Trade and other receivables greater than three months past due are considered for recoverability, and where appropriate, a provision against bad debt is recognised. All Company receivables (including those from related parties) are not yet due or impaired. All receivable balances at the balance sheet date are denominated in Sterling (2015: Sterling), and are held at amortised cost. Given their short term nature there is deemed to be no difference between this and their fair value. 6 Trade and other payables Trade payables Other payables Other taxation and social security liabilities Accruals 2016 £m 0.4 1.8 0.5 1.9 4.6 2015 £m 0.1 1.8 0.2 1.5 3.6 All trade and other payable balances at the balance sheet date are denominated in Sterling (2015: Sterling), and are held at amortised cost. Given their short term nature there is deemed to be no difference between this and their fair value. 7 Borrowings Current Overdraft Bank loans Non-current Bank loans The maturity of non-current bank loans is as follows: – Between two and five years – Unamortised issue costs of bank loans 2016 £m 5.2 9.8 15.0 72.5 72.5 73.0 (0.5) 72.5 2015 £m 9.0 1.3 10.3 58.5 68.8 59.0 (0.5) 58.5 All Group bank loans are held by the Company. Full details of Group facilities are provided in note 20 of the Consolidated Financial Statements. The Group has two overdraft facilities for £5.0 million and £3.0 million with two if its principal bankers (2015: £5.0 million and £3.0 million). Certain cash balances in certain Group bank accounts can be offset with overdrawn balances in those bank accounts. The maximum amount any individual Company may be overdrawn is £10.0 million and £5.0 million respectively (2015: £10.0 million and £5.0 million). Post-employment benefit obligations 8 Details of the Group’s pension schemes are provided in note 23 of the Consolidated Financial Statements. As at 31 December 2016 and 31 December 2015 the entire Group liabilities under defined benefit schemes are held on the Company Balance Sheet. During the year the Company’s cost of defined contribution pension schemes was £0.1 million (2015: £0.1 million). S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 102 102 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED 9 Trade and other payables (non-current) Deferred consideration Payables to subsidiaries 2016 £m 0.3 497.5 497.8 2015 £m 0.9 428.7 429.6 Amounts payable to subsidiaries are unsecured, have no fixed date of repayment and the Company has no expectation of repayment in the next 12 months and therefore the amounts have been presented as non-current liabilities. The Directors have considered the difference between the book value and fair value of the amounts payable to subsidiaries. Taking into account the one year risk free rate of return of 0.06%, as at the balance sheet date, the fair value of amounts payable to subsidiaries would be circa £497.2 million. Derivative financial liabilities 10 Details of derivative financial liabilities are shown in note 24 of the consolidated financial statements. All of the Group’s derivative financial liabilities are held by the Company. Contingent liabilities 11 The Company has guaranteed the banking facilities of certain UK subsidiary undertakings under a cross guarantee arrangement. No losses are expected to result from this arrangement. As a condition of the sale of the Facilities Management division in August 2013, the Company has put in place indemnities, to the buyer, in relation to any future amounts payable in respect of contingent consideration related to the Nickleby acquisition completed in February 2012. As set out in the 2012 Annual Report and Accounts, the maximum amount payable under the terms of the indemnity could be up to £5.0 million. The Directors believe the risk of settlement at, or near, the maximum level to be remote. During the period of ownership of the Facilities Management division the Company had given guarantees over the performance of contracts entered into by the division. As part of the disposal of the division the purchaser has agreed to pursue the release or transfer of obligations under the Parent Company guarantees and this is in process. The Sale and Purchase agreement contains an indemnity from the purchaser to cover any loss in the event a claim is made prior to release. In the period until release, the purchaser is to make a payment of £0.2 million per annum, reduced pro rata as guarantees are released. Such liabilities are not expected to give rise to any significant loss. 12 Called-up share capital Issued and Fully Paid Ordinary shares of 10p each: At start of the year New shares issued At end of the year Shares 2016 £m Shares 330,570,023 34,537,996 365,108,019 33.1 3.4 36.5 299,985,593 30,584,430 330,570,023 Full details relating to the issue of Ordinary shares in the year are shown in note 26 of the Consolidated Financial Statements. 13 Share premium Balance brought forward Received on allotment of shares Balance carried forward 2016 £m 14.5 0.5 15.0 2015 £m 30.0 3.1 33.1 2015 £m 14.5 – 14.5 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 103 Annual Report and Accounts 2016 Johnson Service Group PLC 103 2016 £m (11.4) (7.7) (19.1) 29.3 0.8 (2.9) (0.1) 0.1 8.1 113.9 122.0 2015 £m 3.8 (5.7) (1.9) 21.2 0.5 1.0 (0.2) (0.4) 20.2 93.7 113.9 14 Reconciliation of movements in shareholders’ equity (Loss)/profit for the period Dividends Other recognised gains and losses relating to the year: Issue of share capital Share option (value of employee services) Re-measurement and experience (losses)/gains (net of taxation) Change in deferred tax due to change in tax rate Cash flow hedges movement Net addition to Shareholders’ equity Opening Shareholders’ equity Closing Shareholders’ equity Analysis of net debt 15 Net debt is calculated as total borrowings less cash and cash equivalents, less unamortised facility fees. Non-cash changes represent the effects of the recognition and subsequent amortisation of issue costs relating to the bank facility and changing maturity profiles. Cash and cash equivalents Debt due within one year Debt due after more than one year Cash and cash equivalents Debt due within one year Debt due after more than one year 16 Reconciliation of net cash flow to movement in net debt Increase/(decrease) in cash in the year Increase in debt and lease financing Change in net debt resulting from cash flows Movement in unamortised bank facility fees Movement in net debt in the year Opening net debt Closing net debt At 1 January 2016 £m (9.0) (1.3) (58.5) (68.8) At 1 January 2015 £m (7.1) (0.8) (19.7) (27.6) Cash Flow £m 3.8 (8.5) (14.0) (18.7) Cash Flow £m (1.9) (0.5) (39.0) (41.4) Other Non-cash Changes £m – – – – Other Non-cash Changes £m – – 0.2 0.2 2016 £m 3.8 (22.5) (18.7) – (18.7) (68.8) (87.5) At 31 December 2016 £m (5.2) (9.8) (72.5) (87.5) At 31 December 2015 £m (9.0) (1.3) (58.5) (68.8) 2015 £m (1.9) (39.5) (41.4) 0.2 (41.2) (27.6) (68.8) S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 104 104 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED Financial commitments 17 Capital expenditure As at 31 December 2016 the Company had no contracts placed for future capital expenditure that were not provided for in the financial statements (2015: £nil). Revenue expenditure Total future minimum lease payments under non-cancellable operating leases are as follows: Land and buildings – within one year – between two and five years Plant and machinery – within one year 2016 £m 0.1 0.3 0.4 0.1 0.1 Related party transactions 18 Transactions during the year between the Company and its subsidiaries, which are related parties, are eliminated on consolidation. The following significant transactions with subsidiary undertakings occurred in the year: Intercompany loans receivable waived Dividends receivable Interest receivable Interest payable 2016 £m (8.0) 3.4 0.5 (5.6) (9.7) 2015 £m 0.1 0.4 0.5 0.1 0.1 2015 £m – 10.0 2.2 (2.4) 9.8 The key management of the Company are considered to be only the Directors of the Company and details of their compensation is provided in the Board Report on Remuneration. The Company did not enter into any form of loan arrangement with any Director during any of the years presented. Events after the reporting period 19 The following event occurring after the balance sheet date has been disclosed in accordance with IAS 10, ‘Events after the reporting period’. Disposal On 4 January 2017 the group disposed of its Drycleaning business. Further details are provided in note 32 of the Consolidated Financial Statements. As part of this transaction the Company disposed of its investment in Jeeves of Belgravia Limited. 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 105 Annual Report and Accounts 2016 Johnson Service Group PLC 105 Subsidiaries 20 The company has a number of subsidiary companies, a list of which is shown below. Subsidiary companies at the balance sheet date Johnsons Apparelmaster Limited* Johnson Cleaners UK Limited*# Jeeves of Belgravia Limited# Jeeves International Limited*# Johnson Group Properties PLC Semara Estates Limited* Johnson Investment Limited Johnson Group Inc (UK) Limited Semara Group Limited* Semara Investments Limited* Semara Contract Services Limited* Afonwen Laundry Limited* Ashbon Services Limited Bentley Textile Services Limited* Bright Clothing Limited* Bourne Service Group Limited Bourne Textile Services Limited* Caterers Linen Supply Limited* Catering Linen Supply Limited* Chester Laundry Limited Cleanology Limited Clifton Cleaning Limited ELT Uniforms Limited* Greaseaters Limited* Greenearth Cleaning Europe Limited Greenearth Cleaning Limited Johnson Group Cleaners Trustee Company (no 1) Limited Johnson Group Cleaners Trustee Company (no 2) Limited Johnson Group Management Services Limited Johnson Group Pension Nominees Limited Johnson Hospitality Services Limited Johnson Sketchley Limited*# JSG PLC* London Linen Management Services Limited* London Linen Supply Limited London Workwear Rental Limited* Oxford Software Limited* Portgrade Limited Quality Cleaners Limited* Quality Textile Services Limited Roboserve Limited Semara Limited* Semara Nominees Limited* Semara Trustees Limited* Stalbridge Linen Services Limited Stuarts Express Dyers and Cleaners Limited* Subco 21 Limited Warrender Aircraft Services Limited* Whiteriver Laundry Limited Wintex UK Limited Zip Textiles (Services) Limited Principal Activity Textile and linen rental Drycleaning Drycleaning Drycleaning franchises Property holding Property holding Holding company Holding company Holding company Holding company Holding company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Non-trading company Registered Office 2 2 9 2 1 1 1 1 1 1 1 6 2 3 1 4 4 3 3 8 1 1 1 1 1 1 1 1 1 1 1 2 1 3 3 3 1 6 1 1 1 1 1 1 1 1 1 1 6 7 5 Johnson Service Group PLC owns directly or indirectly the entire share capital of each of these companies. The share capital of the companies annotated * are held through intermediate holding companies. All companies above are incorporated in Great Britain and registered in England and Wales. S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 106 106 Johnson Service Group PLC Annual Report and Accounts 2016 NOTES TO THE COMPANY FINANCIAL STATEMENTS CONTINUED In the table above, references to Registered Offices are as follows: 1) 2) 3) 4) 5) 6) 7) 8) 9) Johnson House, Abbots Park, Monks Way Preston Brook, Runcorn, Cheshire, WA7 3GH Pittman Way, Fulwood, Preston, Lancashire, PR2 9ZD 6/8 Jackson Way, Great Western Industrial Park, Windmill Lane, Southall Middlesex, UB2 4SF Bourne Services Group, Cherry Holt Road, Bourne, Lincolnshire, PE10 9LA Redfern Park Way, Tyseley, Birmingham, B11 2BF Afonwen, Pwllheli, Gwynedd, LL53 6NQ Stalbridge Linen Services, Christys Lane, Shaftesbury, Dorset, SP7 8PH Unit 4 Bumpers Lane, Sealand Industrial Estate, Chester, CH1 4LT 8 Pont Street, Belgravia, London, SW1X 9EL Companies annotated # were disposed of on 4 January 2017 as part of the disposal of the Drycleaning division and the Registered Office changed to Timpson House, Claverton Road, Roundthorn Industrial Estate, Manchester M23 9TT. FINANCIAL CALENDAR Results for the year Announced in February 2017 Results for the half year Announced in September 2017 Annual General Meeting To be held on 4 May 2017 Dividend payment dates Interim 2016 Proposed Final 2016 Interim 2017 4 November 2016 12 May 2017 November 2017 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 107 Annual Report and Accounts 2016 Johnson Service Group PLC 107 NOTICE OF ANNUAL GENERAL MEETING Company Number: 00523335 This Document is important and requires your immediate attention. If you are in any doubt as to any aspect of the contents of this Document or the action you should take, you are recommended to consult immediately your stockbroker, solicitor, accountant or other independent adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the United Kingdom or, if you reside elsewhere, another appropriately authorised financial adviser. If you have sold or otherwise transferred all of your shares in Johnson Service Group PLC (‘JSG’ or the ‘Company’), please pass this document together with the accompanying proxy form as soon as possible to the purchaser or transferee, or to the person who arranged the sale or transfer so they can pass these documents to the person who now holds the shares. NOTICE is hereby given that the Annual General Meeting of Johnson Service Group PLC will be held at the Doubletree by Hilton Chester, Warrington Road, Hoole, Chester, CH2 3PD on Thursday 4 May 2017 at 11am to transact the business set out in the Resolutions below. Resolutions 1 to 11 (inclusive) will be proposed as Ordinary Resolutions and Resolutions 12 to 14 (inclusive) will be proposed as Special Resolutions. The business of the meeting will be: Ordinary Business To consider and, if thought fit, pass the following resolutions which will be proposed as Ordinary Resolutions: 1. To receive and adopt the financial statements for the year ended 31 December 2016 together with the reports of the Directors and the auditor on those financial statements. 2. To approve the Board Report on Remuneration as set out on pages 34 to 40 of the 2016 Annual Report. 3. To confirm the payment of the interim dividend of 0.80 pence per Ordinary Share and to declare a final dividend of 1.70 pence per Ordinary Share for the year ended 31 December 2016. 8. To re-elect Mr. N. Gregg, who retires in accordance with Section B.7.1 of the UK Corporate Governance Code and whom, being eligible, offers himself for re-election as a Director. 9. To re-appoint PricewaterhouseCoopers LLP as auditor to the Company until the conclusion of the next general meeting at which accounts are laid before the Company. 10.To authorise the Audit Committee to determine the remuneration of the auditor. Special Business 11.To consider and, if thought fit, pass the following resolution which will be proposed as an Ordinary Resolution: “That, in substitution for all existing and unexercised authorities and powers, the Directors of the Company be and they are hereby generally and unconditionally authorised for the purposes of section 551 of the Companies Act 2006 to exercise all powers of the Company to allot equity securities (as defined in section 560 of the Companies Act 2006) (“Equity Securities”) to such persons at such times and on such terms and conditions as the Directors may determine and subject always to the Articles of Association, provided that the aggregate of the nominal amount of such Equity Securities that may be allotted under this authority shall not exceed £12,174,159. This authority shall, unless previously renewed, varied or revoked by the Company in general meeting, expire at the conclusion of the next Annual General Meeting of the Company to be held after the passing of this resolution or, if earlier, on 1 July 2018, save that the Directors of the Company may, before such expiry make an offer or agreement which would or might require Equity Securities to be allotted after such expiry and the Directors of the Company may allot Equity Securities in pursuance of any such offer or agreement as if the authority conferred hereby had not expired. All unutilised authorities previously granted to the Directors of the Company under section 551 of the Companies Act 2006 shall cease to have effect at the conclusion of the Annual General Meeting (save to the extent that the same are exercisable pursuant to section 551(7) of the Companies Act 2006 by reason of any offer or agreement made prior to the date of this resolution which would or might require equity securities to be allotted on or after that date).” 4. To re-elect Mr. P. Moody, who retires in accordance with 12.To consider and, if thought fit, pass the following resolution which will Section B.7.1 of the UK Corporate Governance Code and whom, being eligible, offers himself for re-election as a Director. be proposed as a Special Resolution: 5. To re-elect Mr. C. Sander, who retires in accordance with Section B.7.1 of the UK Corporate Governance Code and whom, being eligible, offers himself for re-election as a Director. 6. To re-elect Mrs. Y. Monaghan, who retires in accordance with Section B.7.1 of the UK Corporate Governance Code and whom, being eligible, offers herself for re-election as a Director. 7. To re-elect Mr. W. Shannon, who retires in accordance with Section B.7.1 of the UK Corporate Governance Code and whom, being eligible, offers himself for re-election as a Director. “That, subject to and conditional upon the passing of the Ordinary Resolution numbered 11 in this notice of Annual General Meeting of the Company and in substitution for all existing and unexercised authorities and powers, the Directors of the Company be and are hereby generally and unconditionally empowered pursuant to section 570 of the Companies Act 2006 to allot Equity Securities pursuant to the authority conferred upon them by the Ordinary Resolution numbered 11 in this notice of Annual General Meeting of the Company as if section 561 of the Companies Act 2006 did not apply to any such allotment of Equity Securities, provided that this power shall be limited to: S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 108 108 Johnson Service Group PLC Annual Report and Accounts 2016 NOTICE OF ANNUAL GENERAL MEETING CONTINUED (i) the allotment of Equity Securities in connection with a rights issue or similar offer to or in favour of ordinary shareholders where the Equity Securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to the respective numbers of shares held by them on that date provided that the Directors of the Company may make such exclusions or other arrangements to deal with any legal or practical problems under the laws of any territory or the requirement of any regulatory body or any stock exchange or with fractional entitlements as they consider necessary or expedient; and (ii) the allotment (otherwise than pursuant to sub paragraph (i) above) of Equity Securities pursuant to the authority granted under the Ordinary Resolution numbered 11 in this notice of Annual General Meeting up to an aggregate nominal amount of £1,826,124 (representing approximately 5% of the Company’s share capital as at 27 February 2017). This power shall expire at the conclusion of the next Annual General Meeting of the Company to be held after the passing of this resolution or, if earlier, on 1 July 2018, unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make any offer or enter into any agreement which would or might require Equity Securities to be allotted after such expiry and the Directors of the Company may allot Equity Securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. All previous authorities under Section 571 of the Companies Act 2006 shall cease to have effect at the conclusion of the Annual General Meeting.” 13.To consider and, if thought fit, pass the following resolution which will be proposed as a Special Resolution: “That, subject to and conditional upon the passing of the Ordinary Resolution numbered 11 in this notice of Annual General Meeting of the Company and in addition to any authority granted under the Special Resolution numbered 12 in this notice of Annual General Meeting of the Company, the Directors of the Company be and are hereby generally and unconditionally empowered pursuant to section 570 of the Companies Act 2006 to allot Equity Securities pursuant to the authority conferred upon them by the Ordinary Resolution numbered 11 in this notice of Annual General Meeting of the Company as if section 561 of the Companies Act 2006 did not apply to any such allotment of Equity Securities, provided that this power shall be: (i) limited to the allotment of Equity Securities pursuant to the authority granted under the Ordinary Resolution numbered 11 in this notice of Annual General Meeting of the Company up to an aggregate nominal amount of £1,826,124 (representing approximately 5% of the Company’s share capital as at 27 February 2017); and (ii) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Directors of the Company determine to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice of Annual General Meeting of the Company. This power shall expire at the conclusion of the next Annual General Meeting of the Company to be held after the passing of this resolution or, if earlier, on 1 July 2018, unless previously renewed, varied or revoked by the Company in general meeting, save that the Company may before such expiry make any offer or enter into any agreement which would or might require Equity Securities to be allotted after such expiry and the Directors of the Company may allot Equity Securities in pursuance of any such offer or agreement as if the power conferred hereby had not expired. All previous authorities under Section 571 of the Companies Act 2006 shall cease to have effect at the conclusion of the Annual General Meeting.” 14.To consider and, if thought fit, pass the following resolution which will be proposed as a Special Resolution: “That, in accordance with article 11 of the Articles of Association and in accordance with the Companies Act 2006, the Directors of the Company be and are hereby generally and unconditionally authorised for the purposes of section 701 of the Companies Act 2006 to make market purchases (within the meaning of section 693(4) of the Companies Act 2006) of ordinary shares of 10 pence each in the capital of the Company (“Ordinary Shares”) on such terms and in such manner as the Directors of the Company may from time to time determine, provided that: (i) the maximum number of Ordinary Shares that may be purchased under this authority is 36,522,477; (ii) the minimum price which may be paid for an Ordinary Share is 10p exclusive of attributable expenses payable by the Company (if any); and (iii) the maximum price which may be paid for an Ordinary Share is an amount equal to not more than 105% of the average of the middle market quotations for the Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the purchase is made exclusive of attributable expenses payable by the Company (if any). The authority hereby conferred shall, unless previously revoked or varied, expire at the conclusion of the next Annual General Meeting of the Company held after the passing of this resolution or, if earlier, on 1 July 2018 save in relation to purchases of Ordinary Shares the contract for which was concluded before the expiry of this authority and which will or may be executed wholly or partly after such expiry, where the Company may make a purchase of Ordinary Shares in pursuance of any such contract. All previous unutilised authorities for the Company to make market purchases of Ordinary Shares are revoked, except in relation to the purchase of shares under a contract or contracts concluded before the date of this resolution and where such purchase has not yet been executed.” All Shareholders will find enclosed with this document a form of proxy to be used in connection with the Annual General Meeting. A member entitled to attend and vote at the meeting may appoint one or more proxies to attend and to speak and vote in his stead. The proxy need not be a member of the Company. By Order of the Board Tim Morris Company Secretary Abbots Park Monks Way Preston Brook Cheshire WA7 3GH 28 February 2017 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 109 Annual Report and Accounts 2016 Johnson Service Group PLC 109 Accompanying Notes 1. A member of the Company entitled to attend and vote at the Annual General Meeting may appoint one or more persons as his/her proxy to exercise all or any of his/her rights to attend, speak and vote at the Annual General Meeting of the Company. A member may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise rights attached to a different share or shares held by him/her. A proxy need not be a member of the Company. The form of proxy is enclosed. The form of proxy and power of attorney or other authority, if any, under which it is signed or a certified copy of such power of authority must be received by the Company’s Registrars, Capita Asset Services, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU not later than 48 hours prior to the commencement of the Annual General Meeting. Completion of the form will not prevent you from attending and voting at the meeting instead of the proxy, if you wish. To appoint more than one proxy, additional proxy forms may be obtained by contacting the Registrars or you may photocopy the proxy form. Please indicate in the box next to the proxy holder’s name the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by ticking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and returned in the same envelope. In accordance with Section 325 of the Companies Act 2006, the right to appoint proxies does not apply to persons nominated to receive information rights under Section 146 of the Companies Act 2006. Persons nominated to receive information rights under Section 146 of the Companies Act 2006 who have been sent a copy of this notice of meeting are hereby informed, in accordance with Section 149 (2) of the Companies Act 2006, that they may have a right under an agreement with the registered member by whom they were nominated to be appointed, or to have someone else appointed, as a proxy for this meeting. If they have no such right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the member as to the exercise of voting rights. Nominated persons should contact the registered member by whom they were nominated in respect of these arrangements. In order to facilitate voting by corporate representatives at the meeting, arrangements will be put in place at the meeting so that (i) if a corporate Shareholder has appointed the Chairman of the meeting as its corporate representative with instructions to vote on a poll in accordance with the directions of all of the other corporate representatives for that Shareholder at the meeting, then on a poll those corporate representatives will give voting directions to the Chairman and the Chairman will vote (or withhold a vote) as corporate representative in accordance with those directions; and (ii) if more than one corporate representative for the same corporate Shareholder attends the meeting but the corporate Shareholder has not appointed the Chairman of the meeting as its corporate representative, a designated corporate representative will be nominated, from those corporate representatives who attend, who will vote on a poll and the other corporate representatives will give voting directions to that designated corporate representative. Corporate Shareholders are referred to the guidance issued by the Institute of Chartered Secretaries and Administrators on proxies and corporate representatives – www.icsa.org.uk – for further details of this procedure. The guidance includes a sample form of representation letter if the Chairman is being appointed as described in (i) above. 2. CREST members who wish to appoint a proxy or proxies by utilising the proxy voting service may do so for the meeting (and any adjournment thereof) by following the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with CRESTCo’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it relates to the appointment of a proxy or to an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer’s agent (ID “RA10”) by the latest time(s) for receipt of proxy appointments specified in, or in a note to, the Notice of Meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that CREST does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. 3. The following documents will be available for inspection at the Registered Office of the Company during normal business hours on any business day (Saturdays, Sundays and public holidays excluded) from the date of this Notice until the close of the meeting and at the place of the meeting for 15 minutes prior to and during the meeting: (i) the Register of Directors’ interests kept by the Company under Section 809 of the Companies Act 2006; (ii) copies of all service contracts between the Directors and the Company together with other appropriate documentation; and (iii) copies of the terms and conditions of appointment of the Non-Executive Directors. 4. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, the Company specifies that only those Shareholders registered in the Register of Members of the Company as at the close of business on 2 May 2017, or in the event that the Meeting is adjourned, in the Register of Members at close of S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 110 110 Johnson Service Group PLC Annual Report and Accounts 2016 NOTICE OF ANNUAL GENERAL MEETING CONTINUED business two days prior to any adjourned meeting, shall be entitled to attend or vote at the Meeting in respect of the number of shares registered in their name at the relevant time. Changes to entries on the Register of Members after the close of business on 2 May 2017 or, in the event that the Meeting is adjourned, after close of business two days prior to any adjourned meeting, shall be disregarded in determining the rights of any person to attend or vote at the Meeting. 5. As at 27 February 2017 (being the last business day prior to publication of this notice) the Company’s issued share capital consists of 365,224,770 Ordinary Shares carrying one vote each. The total voting rights in the Company as at 27 February 2017 are, therefore, 365,224,770. 6. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares. 7. Subject to the provisions of section 338 of the Companies Act 2006, members representing at least 5% of the total voting rights of all members (or at least 100 members who would have the right to vote at the meeting and who hold shares on which there has been paid an average sum per member of at least £100) may have the right to require the Company (i) to give, to members of the Company entitled to receive notice of the meeting, notice of a resolution which may properly be moved and is intended to be moved at the meeting and/or (ii) to include in the business to be dealt with at the meeting any matter (other than a proposed resolution) which may be properly included in the business. A resolution may properly be moved or a matter may properly be included in the business unless (a) (in the case of a resolution only) it would, if passed, be ineffective (whether by reason of inconsistency with any enactment or the Company’s constitution or otherwise), (b) it is defamatory of any person, or (c) it is frivolous or vexatious. Such a request may be in hard copy form or in electronic form, must identify the resolution of which notice is to be given or the matter to be included in the business, must be authenticated by the person or persons making it, must be received by the Company not later than 6 weeks before the meeting, and (in the case of a matter to be included in the business only) must be accompanied by a statement setting out the grounds for the request. Explanatory Notes The following notes give an explanation of the proposed resolutions. Resolutions 1 to 11 (inclusive) are proposed as Ordinary Resolutions. This means that for each of those resolutions to be passed, more than half of the votes cast must be in favour of the resolution. Resolutions 12 to 14 (inclusive) are proposed as Special Resolutions. This means that for each of those resolutions to be passed, at least three-quarters of the votes cast must be in favour of the resolution. Your Directors consider the passing of all of the Resolutions to be in the best interests of the Company and its Shareholders and accordingly recommend that you vote in favour of these Resolutions as they intend to do so in respect of their own shareholdings. Report and Accounts (Resolution 1) The Directors of the Company must present the accounts to the AGM. Directors’ Remuneration Report (Resolution 2) Although, as a company listed on AIM, there is no requirement for the Board Report on Remuneration to be approved by members, the Directors believe that it is best practice to do so. It is proposed, therefore, that the Board Report on Remuneration for the financial year ended 31 December 2016, as set out on pages 34 to 40 of the Company’s Annual Report, be approved. The Board Report on Remuneration contains, inter alia, details of the Directors who were members of the Remuneration Committee, a forward looking statement of the Company’s policy on Directors’ remuneration for subsequent financial years, a performance graph showing the Company’s Total Shareholder Return compared with the return on the FTSE AIM All-Share Index, the FTSE Support Services Index and the FTSE Industrial Goods and Services Index, details of the Directors’ service contracts and specific disclosures relating to each Director’s remuneration. Declaration of a Dividend (Resolution 3) A final dividend can only be paid after the Shareholders at a general meeting have approved it. A final dividend of 1.70 pence per Ordinary Share is recommended by the Directors for payment to Shareholders who are on the Register at the close of business on 18 April 2017. If approved, the date of payment of the final dividend will be 12 May 2017. An interim dividend of 0.80 pence per Ordinary Share was paid on 4 November 2016. Election of Directors (Resolutions 4 to 8 inclusive) Under the Company’s Articles of Association, and in line with the recommendations of the UK Corporate Governance Code (the “Code”) for non-FTSE 350 companies, all Directors are required to retire and submit themselves for re-election every three years and all newly appointed Directors are required to retire and submit themselves for re- election at the first AGM following their appointment. Notwithstanding the provisions of the Articles of Association, in the interests of good corporate governance, the Directors have resolved that, each year, all Directors will retire and offer themselves for re-election. Biographical details of all the Directors are set out on page 20 of the 2016 Annual Report and are also available for viewing on the Company’s website (www.jsg.com). Reappointment of the Auditor (Resolution 9) The Company is required to appoint the auditor at each general meeting at which accounts are presented, to hold office until the end of the next such meeting. Resolution 9, which is recommended by the Audit Committee, proposes the reappointment of the Company’s existing auditor, PricewaterhouseCoopers LLP. Remuneration of the Auditor (Resolution 10) This Resolution follows best practice in corporate governance by separately seeking authority for the Audit Committee to determine the auditor’s remuneration. Renewal of Directors’ Authority to Allot Securities (Resolution 11) The Company’s Directors may only allot Ordinary Shares or grant rights over Ordinary Shares if authorised to do so by Shareholders. The authority granted at the last AGM under section 551 of the Companies Act 2006 to allot relevant securities is due to expire at the conclusion of 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 111 Annual Report and Accounts 2016 Johnson Service Group PLC 111 this year’s AGM. Accordingly, this resolution seeks to grant a new authority to authorise the Directors to allot shares in the Company or grant rights to subscribe for, or convert any security into, shares in the Company and will expire at the conclusion of the next AGM of the Company in 2018 or, if earlier, the close of business on 1 July 2018. If passed, the authority granted by the passing of this resolution will be limited to an aggregate nominal value of £12,174,159 of Ordinary Shares which represents approximately one third of the Ordinary share capital in issue as at 27 February 2017 (being the latest practicable date prior to publication of this Notice). Other than in respect of allotting Ordinary Shares in order to satisfy employee share schemes, the Directors have no present intention of exercising this authority. However, it is considered prudent to maintain the flexibility that this authority provides. The Company’s Directors intend to renew this authority annually. Renewal of General Disapplication of Pre-emption Rights (Resolution 12) Under section 561(1) of the Companies Act 2006, if the Directors wish to allot any of the unissued shares or grant rights over shares or sell treasury shares for cash (other than pursuant to an employee share scheme) they must in the first instance offer them to existing Shareholders in proportion to their holdings. There may be occasions, however, when the Directors will need the flexibility to finance business opportunities by the issue of shares without a pre-emptive offer to existing Shareholders. This cannot be done under the Companies Act 2006 unless the Shareholders have first waived their pre-emption rights. In 2015, the Pre-Emption Group (which represents the Investment Association and the Pension and Lifetime Savings Association) published a revised statement of principles for the disapplication of pre-emption rights (the ‘Principles’). The Principles relate to issues of equity securities for cash other than on a pre-emptive basis (i.e. other than pro rata to existing shareholders) by all companies (wherever incorporated) with shares admitted to the Premium Listing segment of the Official List of the UK Listing Authority and to trading on the Main Market for listed securities of the London Stock Exchange. Certain other companies, including those with shares admitted to trading on AIM, are encouraged to adopt the Principles. The Principles provide that a general authority for the disapplication of pre-emption rights over approximately 5 per cent of the Company’s issued ordinary share capital should be treated as routine. Other than in connection with a rights issues or any other pre-emptive offer concerning Equity Securities, and subject to the passing of Resolution 11, this resolution seeks to replace the authority conferred on the Directors at the 2016 AGM to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares or sell treasury shares for cash (other than pursuant to an employee equity incentive share scheme) without application of pre-emption rights. The authority will be limited to the issue of shares for cash up to a maximum aggregate nominal value of £1,826,124, which is equivalent to approximately 5 per cent of the Company’s issued ordinary share capital as at 27 February 2017 (being the latest practicable date prior to publication of this Notice). This resolution also seeks a disapplication of the pre-emption rights on a rights issue so as to allow the Directors to make exclusions or such other arrangements as may be appropriate to resolve legal or practical problems which, for example, might arise with overseas Shareholders. Shareholders will note that this resolution also relates to treasury shares and will be proposed as a Special Resolution. If renewed, the authority will expire at the conclusion of the next AGM of the Company in 2018 or, if earlier, the close of business on 1 July 2018. The Directors intend to renew this authority annually and confirm their intention to follow best practice, as set out in the Principles, which provide that usage of this authority in excess of 7.5 per cent of the Company’s issued ordinary share capital in a rolling three year period would not take place without prior consultation with key Shareholders. General Disapplication of Pre-emption Rights in Connection with an Acquisition or Specified Capital Investment (Resolution 13) The Principles further provide that the Company may, as a routine, seek to disapply pre-emption rights over the equivalent of approximately an additional 5 per cent of the issued ordinary share capital of the Company, so long as certain criteria are met. Subject to the passing of Resolution 11, Resolution 13 seeks to grant a new authority (in addition to the authority referred to above in relation to Resolution 12) to authorise the Directors to allot ordinary shares, or grant rights to subscribe for, or convert securities into, ordinary shares or sell treasury shares for cash (other than pursuant to an employee equity incentive share scheme) up to an aggregate nominal value of approximately 5 per cent of the Company’s issued ordinary share capital without application of pre-emption rights pursuant to section 561 of the Companies Act 2006, provided that this authority will only be used for the purpose of: (i) an acquisition; or (ii) a specified capital investment in respect of which sufficient information regarding the effect of the investment on the Company, the assets that are the subject of the investment and (where appropriate) the profits attributable to those assets is made available to shareholders to enable them to reach an assessment of the potential return on the investment which is announced contemporaneously with the issue or which has taken place in the preceding six month period and is disclosed in the announcement of the issue. Other than in connection with a rights, scrip dividend, or other similar issue, the authority contained in Resolution 13 would be limited to the issue of shares for cash up to a maximum aggregate nominal value of £1,826,124 (which includes the sale on a non pre-emptive basis of any shares held in treasury), which is equivalent to approximately 5 per cent of the Company’s issued ordinary share capital as at 27 February 2017 (being the latest practicable date prior to the publication of this Notice). If approved, the authority will expire at the conclusion of the next AGM of the Company in 2018 or, if earlier, the close of business on 1 July 2018. The Directors intend to renew this authority annually. Renewal of Company’s authority to purchase Ordinary Shares (Resolution 14) In certain circumstances it may be advantageous for the Company to purchase its own shares and this resolution seeks the authority from Shareholders to continue to do so. Authority was given to the Company to make market purchases up to an aggregate of 33,061,541 of its Ordinary Shares at the AGM held on 5 May 2016 (being equal to approximately 10 per cent of the Company’s issued ordinary share capital as at 29 February 2016, the latest practicable date prior to the publication of the notice for the AGM held on 5 May 2016). This S T R A T E G I C R E P O R T C O R P O R A T E G O V E R N A N C E G R O U P F I I N A N C A L S T A T E M E N T S C O M P A N Y F I N A N C A L I S T A T E M E N T S S H A R E H O L D E R I N F O R M A T O N I 168631 Johnson Services - Annual Report Pt5_168631 Johnson Services - Annual Report Pt5 03/03/2017 17:05 Page 112 112 Johnson Service Group PLC Annual Report and Accounts 2016 NOTICE OF ANNUAL GENERAL MEETING CONTINUED authority is due to expire at the end of the AGM and it is proposed that the Company be authorised to continue to make market purchases up to an aggregate of 36,522,477 Ordinary Shares, representing approximately 10 per cent of the Company’s issued ordinary share capital as at the 27 February 2017, being the latest practicable date prior to the publication of this Notice. Renewing the authority for the Company to purchase Ordinary Shares in the market is intended to allow your Board to take advantage of opportunities that may arise to increase Shareholder value. The Directors will exercise this power only when, in the light of market conditions prevailing at the time, they believe that the effect of such purchases will be to increase earnings per share and will be likely to promote the success of the Company for the benefit of its members as a whole. Other investment opportunities, appropriate gearing levels and the overall position of the Company will be taken into account when exercising this authority. The price paid for shares will not be less than the nominal value of 10p per share nor more than 5% above the average of the middle market quotation of the Company’s Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which the shares are purchased. The Company may hold in treasury any of its own shares that it purchases pursuant to the Companies Act 2006 and the authority conferred by this resolution. This gives the Company the ability to reissue treasury shares quickly and cost-effectively and provides the Company with greater flexibility in the management of its capital base. It also gives the Company the opportunity to satisfy employee share scheme awards with treasury shares. The total number of options to subscribe for Ordinary Shares that were outstanding at 27 February 2017 (being the latest practicable date prior to publication of this Notice) was 5,912,948. The proportion of issued share capital that they represented at that time was 1.6 per cent and the proportion of issued share capital that they will represent if the full authority to purchase shares (existing and being sought) is used is 1.8 per cent. Once held in treasury, the Company is not entitled to exercise any rights, including the right to attend and vote at meetings in respect of shares. Further, no dividend or other distribution of the Company’s assets may be made to the Company in respect of the treasury shares. The Directors have no present intention of purchasing Ordinary Shares in the market. The authority given under this Resolution will lapse, unless renewed, at the conclusion of the next AGM of the Company in 2018, or, if earlier, the close of business on 1 July 2018. It is the present intention of the Directors to seek renewal of this authority annually. 168631 Johnson Services - Annual Report Cover_168631 Johnson Services - Annual Report Cover 03/03/2017 16:42 Page 2 Johnson Service Group PLC Annual Report and Accounts 2016 Annual Report and Accounts 2016 Johnson Service Group PLC THE LEADING NAME IN TEXTILE RENTAL DIRECTORS AND ADVISORS Directors Paul Stephen Moody Non-Executive Chairman Chairman of Nomination Committee Member of Remuneration Committee Member of Audit Committee Christopher Sander Chief Executive Officer Director responsible for Health, Safety and the Environment Yvonne May Monaghan BSc (Hons), FCA Chief Financial Officer William Mervyn Frew Carey Shannon CA Senior Independent Non-Executive Director Chairman of Audit Committee Member of Remuneration Committee Member of Nomination Committee Nicholas Mark Gregg Independent Non-Executive Director Chairman of Remuneration Committee Member of Audit Committee Member of Nomination Committee Company Secretary & Group Financial Controller Timothy James Morris BA (Hons), FCA Registered Office Johnson House Abbots Park Monks Way Preston Brook Cheshire WA7 3GH Advisors Nominated Advisor, Financial Advisor and Stockbrokers Investec Investment Banking 2 Gresham Street London EC2V 7QP Bankers Lloyds Bank plc 40 Spring Gardens Manchester M2 1EN The Royal Bank of Scotland plc 10th Floor, The Plaza 100 Old Hall Street Liverpool L3 9QJ Santander UK plc 298 Deansgate Manchester M3 4HH Lawyers Hill Dickinson LLP No1 St Paul’s Square Liverpool L3 9SJ Registrar and Transfer Office Capita Asset Services 34 Beckenham Road Beckenham BR3 4ZF Independent Auditor PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors 101 Barbirolli Square Lower Mosley Street Manchester M2 3PW Electronic Communications The Company offers Shareholders the opportunity to receive communications such as notices of Shareholder meetings and the annual report and accounts electronically. The Company encourages the use of electronic communication as, not only does it save the Company printing and mailing costs, it is also a more convenient and prompt method of communication. If you decide to receive communications electronically, you will be sent an email message each time a new Shareholder report or notice of meeting is published. The email will contain links to the appropriate website where documents can be viewed. It is possible to change your instruction at any time by amending your details on the register. If you would like to receive electronic communications, you will need to register your email address by accessing the Shareholder Services page within the Investor Relations section of the Company’s website at www.jsg.com. This will link you to the service offered by the Company’s Registrar. If you decide not to register an email address with the Registrar, you will continue to receive all communications in hard copy form. Those Shareholders who are CREST members and who wish to appoint a proxy or proxies utilising the proxy voting service please refer to Note 2 of the Notice of Annual General Meeting. If you have any queries regarding electronic communications, please contact the Company’s registrar, Capita Asset Services, on 0871 664 0300 (calls cost 12p per minute plus network extras, lines are open 9.00am-5.30pm Mon-Fri). Design: mediasterling.com Production: sterlingfp.com This annual report is printed using vegetable inks on paper from an ISO 14001 certified manufacturer, and is made with ECF pulp sourced from carefully managed and renewed forests. 168631 Johnson Services - Annual Report Cover_168631 Johnson Services - Annual Report Cover 03/03/2017 16:42 Page 1 i J o h n s o n S e r v c e G r o u p P L C A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 6 Johnson House, Abbots Park, Monks Way Preston Brook Cheshire WA7 3GH Tel: +44 (0)1928 704 600 Fax: +44 (0)1928 704 620 Email: enquiries@jsg.com Annual Report and Accounts 2016